Annual financial statement
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30 June 2025 The Bidvest Group Limited Audited Consolidated Annual Financial Statements for the year ended
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Contents Page Responsibility reporting Directors' responsibility for the financial statements 1 Chief executive officer and chief financial officer responsibility statement 1 Declaration by company secretary 2 Preparer of financial statements 2 Independent auditors report 3-11 Directors' report 12-15 Audit committee report 16-18 Group financial statements Consolidated income statement 19 Consolidated statement of other comprehensive income 20 Consolidated statement of cash flows 21 Consolidated statement of financial position 22 Consolidated statement of changes in equity 23 Notes to the consolidated financial statements 24-91 Additional information Annexure A: Interest in subsidiaries and associates 92-100 Shareholder information 101-102 Administration 103 Consolidated Annual Financial Statements
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Directors' responsibility for the financial statements To the shareholders of The Bidvest Group Limited Mr BF Mohale Ms NT Madisa Mr MJ Steyn Chairman Chief Executive Chief Financial Officer 29 August 2025 Each of the directors, whose names are stated below, hereby confirms that: Ms NT Madisa Mr MJ Steyn Chief Executive Chief Financial Officer 29 August 2025 ● where we are not satisfied, we have disclosed to the Audit Committee and the auditors any deficiencies in design and operational effectiveness of the internal financial controls and have remediated the deficiencies; and The directors are responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRS accounting standards, the interpretations adopted by the International Accounting Standards Board, the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee and the Financial Reporting Pronouncements as issued by the Financial Reporting Standards Council, the Listings Requirements of the JSE Limited (JSE Listings Requirements), and in terms of the requirements of the Companies Act of South Africa. The directors’ responsibility also includes maintaining adequate accounting records and an effective system of risk management. The directors have made an assessment of the Group’s ability to continue as a going concern and there is no reason to believe that the Group will not be a going concern in the year ahead. The consolidated financial statements of the Group for the year ended 30 June 2025, were approved by the board of directors and are signed on its behalf by: The directors’ responsibility includes: designing, implementing and maintaining internal controls relevant to the preparation and fair presentation of these financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances. The auditors are responsible for reporting on whether the consolidated financial statements are fairly presented in accordance with IFRS accounting standards and in terms of the requirements of the Companies Act of South Africa. Chief executive officer and chief financial officer responsibility statement ● The annual financial statements set out on pages 19 to 100, fairly present in all material respects the financial position, financial performance and cash flows of The Bidvest Group Limited in terms of IFRS accounting standards; ● to the best of our knowledge and belief no facts have been omitted or untrue statements made that would make the consolidated annual financial statements false or misleading; ● internal financial controls have been put in place to ensure that material information relating to The Bidvest Group Limited and its consolidated subsidiaries have been provided to effectively prepare the consolidated financial statements of The Bidvest Group Limited; ● the internal financial controls are adequate and effective and can be relied upon in compiling the consolidated annual financial statements, having fulfilled our role and function as executive directors with primary responsibility for implementation and execution of controls; We are pleased to confirm that no fraudulent activities involving directors were experienced in the Group during the past year. ● we are not aware of any fraud involving directors. The directors are also responsible for the controls over, and the security of the Group’s website and, where applicable, for establishing and controlling the process for electronically distributing annual reports and other financial information to shareholders and to the Companies and Intellectual Property Commission, assuring that reports disseminated electronically agree with the signed off reports. 1 Consolidated Annual Financial Statements
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Declaration by company secretary Ms NC Katamzi Company Secretary 29 August 2025 Preparer of financial statements The consolidated and separate financial statements have been prepared under the supervision of the Chief Financial Officer, Mr MJ Steyn BCom CA (SA). In my capacity as company secretary, I hereby confirm, in terms of Section 88(2)(e) of the Companies Act of South Africa, that for the year ended 30 June 2025, the Company has lodged with the Registrar of Companies, all such returns as are required in terms of this Act and that all such returns are true, correct and up to date. 2 Consolidated Annual Financial Statements
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3 Consolidated Annual Financial Statements
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4 Consolidated Annual Financial Statements
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5 Consolidated Annual Financial Statements
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6 Consolidated Annual Financial Statements
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7 Consolidated Annual Financial Statements
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8 Consolidated Annual Financial Statements
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9 Consolidated Annual Financial Statements
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10 Consolidated Annual Financial Statements
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11 Consolidated Annual Financial Statements
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Directors' report Nature of business Financial results Acquisitions and disposals Effective 1 July 2024 Personnel Hygiene Services Limited acquired 100% of the share capital of Countrywide Healthcare Supplies Holdings Limited (Countrywide). Countrywide is a specialist supplier of healthcare and janitorial supplies to the United Kingdom care sector focusing on consumables and medical equipment. Countrywide also supplies high quality healthcare furniture and interiors to the care home sector throughout the UK and have completed many turnkey interior design projects over the last 27 years. Countrywide was acquired for GBP 36 million (R817 million) using existing cash resources and facilities. The acquisition facilitates the Group's access to the UK care home sector. Effective 1 April 2025 The Bidvest Group (UK) PLC acquired 100% of the share capital ofthe Citron Hygiene Holdings Inc., Hygiene LTIP Inc. and Citron Hygiene GP inc. (Citron Hygiene) for CAD 390 million (R5 billion). Citron Hygiene, a specialist hygiene services company founded in 1974, is headquartered in Toronto Canada and serves approximately 50 000 customer locations from seven branches in Canada, four in the USA and ten in the UK. Through Citron Hygiene, the Group acquires a presence in the North American Hygiene market and benefits from increased scale in the UK. Citron Hygiene was acquired using the Group's existing multi-currency facilities. Effective 1 July 2024 Bidvest Automotive Holdings (Pty) Ltd acquired 100% of the share capital of DEKRA Automotive (Pty) Ltd (DEKRA). DEKRA operates a South African national automotive test centre network of over 43 vehicle inspection test centres with a workforce of over 550 people providing its core products of Certificate of Roadworthiness and Technical Inspection Checks. DEKRA was acquired for R406 million using existing cash resources and facilities. DEKRA was acquired to broaden the Group's automotive services offering and establish a presence in the TIC sector. Effective 1 July 2024 Bidvest Services Holdings (Pty) Ltd acquired 100% of the share capital of Synerlytic Group Holdings (Pty) Ltd. Synerlytic Group Holdings (Pty) Ltd (WearCheck) is a group of companies which trade primarily as WearCheck and WearCheck Water Laboratories. WearCheck is a leading condition monitoring specialist operating on the African continent, processing in excess of 800 000 samples per annum. Through its 14 world class laboratories across Africa, the Middle East and India, WearCheck serves the mining, earthmoving, industrial, transport, shipping, aviation and electrical industries through the scientific analysis of used oil, fuels, coolants and greases. WearCheck Water Laboratories provides water testing services including, physico-chemicals, heavy metals, organic, inorganic and microbial water analysis to individuals, water industry consultants, water boards, water treatment companies, mines, wet industries, automotive, Local, Provincial and National Government as well as other laboratories. WearCheck was acquired for R786 million. The Group acquired WearCheck in order to establish a presence in the Testing, Inspection, and Certification (TIC) sector. The directors have pleasure in presenting their report for the year ended 30 June 2025. The company is an investment holding company, listed on the JSE Limited, with subsidiaries operating in the services, trading and distribution industries. The directors are of the opinion that the financial statements set out on pages 19 to 100 fairly present the financial position of the Group as at 30 June 2025 and the results of its operations and cash flows for the year then ended. The directors are satisfied that the Group has adequate resources to continue in operational existence for the foreseeable future. Accordingly, the directors continue to adopt the going concern basis in preparing the financial statements. Effective 1 July 2024 Bidvest Noonan (UK) Limited acquired 100% of the share capital of the Nexgen Facilities Services (Nexgen) group of companies, comprising principally of Just Ask Estate Services Limited and Nexgen Facilities Services Limited. Just Ask Services is a specialist facilities services supplier, providing services such as cleaning, grounds maintenance and Waking Watch Fire Safety services primarily to public sector housing associations. Nexgen provides concierge and support services to public and private sector organisations across a range of sectors, including education, commercial property, offices, leisure, local government and healthcare. Nexgen has a strong presence in the City of London where it supports prestigious universities such as Royal Holloway and University of Westminster, blue-chip workplaces, managing agents and some of the city's key landmarks. Nexgen was acquired for GBP 56 million (R1.3 billion) using the Group's existing cash resources and facilities. The acquisition advances the Group's entry into the UK public housing facilities management sector and bolsters existing concierge and support services business. 12 Consolidated Annual Financial Statements
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Directors' report Acquisitions and disposals (continued….) Share Capital Movement in treasury shares Special resolutions Effective 1 September 2024 Bidvest Automotive Holdings (Pty) Ltd acquired 100% of the share capital of SERCO (Pty) Ltd (SERCO). SERCO is a leading South African insulated and dry freight body building company, which employs more than 400 staff at branches in Durban, Johannesburg, Cape Town and Gqeberha. SERCO was acquired for R224 million to broaden the Group's automotive services offering. Effective 17 April 2025 The Bidvest Group Australia Pty Ltd acquired 100% of the share capital of Egroup Protective Services Group Pty Ltd (Egroup) for AUD 40.5 million (R487 million). Egroup tailors and delivers high quality security and technology solutions to private, corporate, retail and government organisations throughout New South Wales Australia. Egroup compliments the Group's New South Wales services business, BIC Consolidated, providing a broader service offering to a common customer base. The purchase consideration was settled using the Group's existing multi-currency facilities. Disposal group held-for-sale Effective 1 July 2024 Bidvest Branded Products Holdings acquired 100% of the share capital of Buena Vista Trading 82 (Pty) Ltd t/a Spec Systems (Spec Systems). Spec Systems is a label printer and barcode scanning specialist offering turnkey Auto ID solutions, Self Adhesive labels and Thermal Transfer ribbons throughout Africa. Spec Systems has a South African national footprint offering multiple brands to the market including world class technical support. Spec Systems complements the Group's existing thermal and label printer business Rotolabel, and was acquired for R65 million. 17 013 717 unissued ordinary shares, 5% of the issued share capital of the company as at 25 October 2024, were placed under the control of the directors at the Annual General Meeting (AGM) held on 29 November 2024. The Company did not issue any shares during the year to settle share replacement and appreciation rights (2024: nil). Further details of the authorised and issued share capital appear in note 13.1. of the annual financial statements. The following Special resolutions were passed at the AGM held on 29 November 2024 ● non-executive directors' remuneration for FY25; ● general authority to repurchase shares subject to the provisions of the MoI and the requirements of the JSE; and ● general authority to provide director or indirect financial assistance to all related and inter-related entities in terms of sections 44 and 45. A total of 1 568 947 ordinary shares were acquired at an average price of R282,28 per share and disposed of at an average price of R280,65 per share in settlement of equity settled share based payments schemes (2024: 2 229 430). During the year the Financial Services segment was dismantled and a formal process was initiated to dispose of Bidvest Bank and FinGlobal. The remaining Financial Services short-term insurance businesses, which focus primarily on vehicle insurance cover and related value added products (VAPS), were transferred to the Automotive segment. Bidvest Bank is a full service bank offering customers foreign exchange, fleet, business and personal financial solutions. FinGlobal is a cross-border financial services company providing premier financial emigration services to South Africans all over the world. Bidvest Bank and FinGlobal constituted the majority of the Financial Services Segment. On 12 December 2024 Access Bank PLC (Access Bank) agreed to acquire 100% of the share capital of Bidvest Bank Holdings Limited, subject to regulatory approvals for R2.8 billion. Access Bank, domiciled in Nigeria, is a full-service commercial bank with over 60 million customers globally, through a network of over 700 branches in 23 countries across three continents. Regulatory approvals are expected within the next three months. Post year end the Group received a binding offer of R130 million for 100% of the share capital of Bidvest Life. Effective 30 April 2025 the Group sold 100% of the share capital of FinGlobal Migration Pty Ltd to Momentum Strategic Investments Pty Ltd for R201 million. The Group also disposed of the share capital of Bidvest Asset Management for R2 million. 13 Consolidated Annual Financial Statements
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Directors' report Declaration date Monday, 1 September 2025 Last day to trade cum dividend Monday, 22 September 2025 First day to trade ex-dividend Tuesday, 23 September 2025 Record date Friday, 26 September 2025 Payment date Monday, 29 September 2025 Directorate Ms NT Madisa (CEO) Mr MJ Steyn (CFO) Mr BF Mohale (Chairman) Ms L Boyce Ms FN Khanyile Mr K Shuenyane Ms SN Mabaso-Koyana Dr RD Mokate Ms GC McMahon Mr DS Masata Appointed 9 September 2024 Ms MG Khumalo Mr NW Thomson Retired 29 November 2024 Directors’ interest 2025 2024 number number Beneficial 309 909 252 282 Held in terms of The Bidvest Incentive Scheme: * Replacement rights 42 000 51 250 Appreciation rights - 40 000 * Refer note 12.2 Directors' remuneration (notes to the annual fianacial statements) Directors’ shareholding Beneficial 2025 2024 Director number number Direct Direct Ms NT Madisa 205 047 147 420 Ms GC McMahon 31 949 31 949 Mr MJ Steyn 72 913 72 913 309 909 252 282 The individual beneficial interests declared by the current directors and officers in the Company’s share capital at 30 June 2025, held directly or indirectly, was: The interests of the directors remained unchanged from the end of the financial year to date of this report. Dividends The directors declared an interim gross cash dividend of 470 cents (376 cents net of dividend withholding tax, where applicable) per ordinary share paid to ordinary shareholders recorded in the register on the record date, being Friday, 28 March 2025. The dividend was declared from income reserves. Subsequent to the year end, the board has declared a final gross cash dividend of 453 cents (362,4 cents net of dividend withholding tax, where applicable) per ordinary share for the year ended 30 June 2025 to those shareholders recorded in the register on the record date, being Friday, 26 September 2025. The salient dates are: The dividend will be paid out of income reserves. A dividend withholding tax of 20% will be applicable to all shareholders who are not exempt. The names of the directors who were in office during the period 1 September 2024 to 29 August 2025 are as follows: The aggregate interest of the directors in the share capital of the Company at 30 June 2025 were: 14 Consolidated Annual Financial Statements
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Directors' report Directors’ and officers’ disclosure of interest in contracts Company secretary The business and postal addresses of the secretary, which are also the registered addresses of the Company, are Bidvest House, 18 Crescent Drive, Melrose Arch, Melrose, Johannesburg, 2196 and PO Box 87274, Houghton, 2041, respectively. For the 2025 financial year, and in compliance with paragraph 3.84(h) of the JSE Listings Requirements, the board evaluated Ms NC Katamzi, the Company Secretary, and was satisfied that she was competent, suitably qualified and experienced. Furthermore, since she was not a director, nor was she related to or connected to any of the directors, thereby negating a potential conflict of interest, it was agreed that she maintained an arm’s-length relationship with the board. During the financial year, no contracts were entered into in which directors and officers of the Company had an interest and which significantly affected the business of the Group. The directors had no interest in any third party or company responsible for managing any of the business activities of the Group. 15 Consolidated Annual Financial Statements
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Audit committee report Composition Frequency and attendance of meetings 28 Nov 24 Feb 27 Feb 29 May 26 Aug 28 Aug Audit 2024 2025 2025 2025 2025 2025 Ms SN Mabaso-Koyana (chairperson) √ √ √ √ √ √ Ms L Boyce √ A √ √ √ √ Ms MG Khumalo √ √ √ √ √ √ Dr RD Mokate √ √ √ √ √ √ Mr K Shuenyane A √ √ √ √ √ Mr NW Thomson 1 √ ¹ Retired 29 November 2024, A = Apologies Statutory duties External auditor The Committee is satisfied that it has performed the statutory requirements for an audit committee as set out in the Companies Act as well as the functions set out in the terms of reference and that it has therefore complied with its legal, regulatory, and other responsibilities. There were no Reportable Irregularities for The Bidvest Group Limited. No complaints about the financial reporting were brought to the attention of the Audit Committee. The appointment of all members of the Committee is subject to shareholders’ approval at the next annual general meeting to be held on Monday, 1 December 2025. The profiles of the members, including their qualifications, can be viewed on the Group website, www.bidvest.co.za/non- executive-directors.php. The Committee ensured that the designated external audit partner has not exceeded a five year tenure in this role. The Committee, in consultation with executive management, agreed to the engagement letter, terms, audit plan and budgeted audit fees. The committee nominated and recommended the re-appointment of the external auditor, PricewaterhouseCoopers Inc, to the shareholders in compliance with the Companies Act and the appointment of Ms A Tshesane as designated auditor for the 2026 financial year. ● Ms L Boyce (Independent Non-executive director) – appointed 2021 ● Dr RD Mokate (Independent Non-executive director) – appointed 2018 ● Mr K Shuenyane (Independent Non-executive director) – appointed 2023 ● Mr NW Thomson (Independent Non-executive director) – appointed 2018, retired 29 November 2024 ● Ms MG Khumalo (Independent Non-executive director) – appointed 2022 The Committee satisfied itself that the audit firm is accredited and that PricewaterhouseCoopers Inc was independent of the Company, which evaluation included consideration of the criteria relating to independence proposed by the Independent Regulatory Board for Auditors. The Group audit committee (“the Committee”) is pleased to present its report in terms of section 94 of the Companies Act, 71 of 2008 as amended (“the Companies Act”), the King Code of Governance for South Africa, 2016 (“King IV”) and the JSE Limited Listings Requirements for the financial year ended 30 June 2025. The Committee has conducted its work in accordance with the written terms of reference approved by the board. The Bidvest board has mandated the Committee as the audit committee of all Group companies which have a statutory requirement to have an audit committee, with the exception of companies which have established committees under banking or insurance legislation. In addition to its statutory responsibilities, the Committee’s main objective is to assist the board in fulfilling its oversight responsibilities, particularly in relation to the evaluation of the adequacy and effectiveness of accounting policies, internal controls, financial and corporate reporting processes, and assessing the effectiveness of the internal auditors. As at the date of this report the Committee comprises the following members, who have the necessary skills and experience to fulfil the duties of the committee: ● Ms SN Mabaso-Koyana (Independent Non-executive director and Chairperson) – appointed 2021 16 Consolidated Annual Financial Statements
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Audit committee report Key audit matters Internal audit Internal financial control Risk management - nominate the external auditor for appointment by the shareholders; Profession Act, 2005, identified and reported by the external auditor; - approve the annual audit fee and terms of engagement of the external auditor; The Committee ensured that the auditors did not provide any prohibited services, nor any services that include a threat of self-review. Non-audit services are pre-approved in terms of the delegation of authority matrix and are generally of an assurance nature, and are not material in relation to the external audit fee. The Committee has the following responsibilities for external audit: The Committee has applied its mind to the key audit matters identified by the external auditors and is comfortable that these have been adequately addressed and disclosed. These items, which required significant judgment, were: - ensure that there is a process for the Committee to be informed of any reportable irregularities as defined in the Auditing - review the quality and effectiveness of the external audit process and performance against their audit plan. - define a policy for non-audit services and pre-approve non-audit services to be provided by the external auditor; An anonymous ethics line is in place. The service is managed by Deloitte and is independent of Bidvest. All calls reported are in total anonymity and without fear of discrimination. Monthly reports are provided by the independent service provider. The monitoring of reports from this service is shared between this Committee and the Social, Ethics and Transformation Committee. The Committee is satisfied that appropriate disciplinary, criminal and civil action has been taken where necessary. ● Recommends the appointment of external auditor and oversees the external audit process. In this regard the Committee must: ● Obtaining independent assurance on the effectiveness of the IT internal controls; ● overseeing the value delivery on IT and monitoring the return on investments on significant IT projects; ● overseeing that data is considered a corporate data and protected and secured accordingly; The Committee has reviewed the performance, qualifications and expertise of the Chief Audit Executive, Ms LC Berrington, and is satisfied with the appropriateness of her expertise. ● Key judgments and estimates used in assessing the impairment of indefinite useful life intangible assets and goodwill. ● The appointment, performance assessment and/or dismissal of the internal auditor; ● to approve the internal audit charter and the internal audit plan; and ● to ensure that the internal audit function is subject to an independent quality review as and when the Committee determines appropriate. ● overseeing that artificial intelligence is used responsibly in accordance with the Group’s Code of AI Practices; and ● ensuring that IT forms an integral part of the Company’s risk management. ● The identification and valuation of intangible assets arising from material business combinations. The Committee, in conjunction with the Risk Committee, is responsible for: - monitor and report on the independence of the external auditor in the annual financial statements; The Committee has satisfied itself that the internal audit function was appropriately independent. The internal audit charter and the internal audit plan were approved by the Committee. Internal audit has access to the Committee, primarily through its chairperson. The Committee has the following responsibilities for internal audit: We have considered the reports of management, internal audit and external audit in arriving at our conclusion that the Company’s system of internal controls and risk management is effective and that the internal financial controls form a sound basis for the preparation of reliable financial statements. No material breakdown in controls was identified during the year. The Committee is responsible for reviewing the effectiveness of systems for internal control, financial reporting and financial risk management and considering the major findings of any internal investigations into control weaknesses, fraud or misconduct and management's response thereto. We have considered and relied on the work of the Risk Committee as well as the Social, Ethics and Transformation Committee on the non-financial related risk areas. 17 Consolidated Annual Financial Statements
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Audit committee report Combined assurance Expertise of the Chief Financial Officer and finance function Going concern Recommendation of the annual financial statements for approval by the board On behalf of the Committee Ms SN Mabaso-Koyana Chairperson 29 August 2025 The Committee recommended the Company’s annual financial statements for approval by the board. The Committee is of the view that the framework in place for combined assurance is adequate and is achieving the objective of an effective, integrated approach across the disciplines of risk management, compliance and audit. The Committee has reviewed the current performance and future requirements for the financial management of the Company and concluded that the Chief Financial Officer and current team has the appropriate skills, experience and expertise required to fulfil the finance function. The Committee critically reviewed the documents prepared by management in which they assessed the going concern status of the Company. Management has concluded that the Company is a going concern. The Committee concurred with management’s assessment and recommended acceptance of this conclusion to the board. 18 Consolidated Annual Financial Statements
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Consolidated income statement for the year ended 30 June 2025 2024 restated Notes R'000 R'000 Continuing operations Revenue 5.1 126 605 406 120 708 123 Cost of revenue 5.2 (91 540 464) (87 087 926) Gross profit 35 064 942 33 620 197 Operating expenses 5.3 (23 431 382) (22 072 929) Net impairment losses / reversals on financial assets (20 522) 16 473 Other income 432 658 401 166 Trading profit 5.4 12 045 696 11 964 907 Share-based payment expense (408 465) (352 443) Acquisition costs and customer contracts amortisation (761 286) (473 592) Net capital items 5.6 (145 312) (47 546) Profit before finance charges and associate income 5.7 10 730 633 11 091 326 Net finance charges 10.1 (2 747 082) (2 492 051) Finance income 194 223 204 252 Finance charges (2 941 305) (2 696 303) 177 570 136 863 Current period earnings 177 606 136 819 Net capital items 7.4 (36) 44 Profit before taxation 8 161 121 8 736 138 Taxation 6 (1 901 745) (2 186 006) Profit for the year from continuing operations 6 259 376 6 550 132 Discontinued operations Profit after tax from discontinued operations 14 181 214 221 480 Profit for the year 6 440 590 6 771 612 Attributable to Shareholders of the Company - continuing operations 5 887 328 6 147 495 Shareholders of the Company - discontinued operations 181 214 221 480 Non-controlling interests 372 048 402 637 6 440 590 6 771 612 #REF! #REF! 7.3 1 732.1 1 808.7 7.3 1 729.3 1 804.0 53.3 65.2 53.2 65.0 1 785.5 1 873.8 1 782.5 1 869.0 Supplementary Information Normalised headline earnings per share (cents) - continuing operations 7.6 1 886.4 1 869.8 7.5 1 759.5 1 818.0 7.5 1 756.6 1 813.3 111.3 94.6 111.1 94.3 Normalised headline earnings per share (cents) - Group 1 952.7 1 964.8 1 870.8 1 912.6 1 867.7 1 907.6 Share of profit of associates and joint ventures Diluted basic earnings per share (cents) - continuing operations Basic earnings per share (cents) - continuing operations Headline earnings per share (cents) - continuing operations Diluted headline earnings per share (cents) - continuing operations Basic earnings per share (cents) - discontinued operations Diluted basic earnings per share (cents) - discontinued operations Basic earnings per share (cents) - Group Diluted basic earnings per share (cents) - Group Headline earnings per share (cents) - discontinued operations Diluted headline earnings per share (cents) - discontinued operations Headline earnings per share (cents) - Group Diluted headline earnings per share (cents) - Group 19 Consolidated Annual Financial Statements
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Consolidated statement of other comprehensive income for the year ended 30 June 2025 2024 restated R'000 R'000 Profit for the year 6 440 590 6 771 612 Other comprehensive income (expense) net of taxation Items that may be reclassified subsequently to profit or loss (710 720) (577 937) Decrease increase in foreign currency translation reserve Exchange differences arising during the year (138 987) (320 810) Decrease in fair value of cash flow hedges (571 733) (257 127) Fair value loss arising during the year (767 758) (369 542) Taxation effect for the year 196 026 112 415 Other comprehensive income transferred to profit or loss 640 673 (60 716) Realisation of exchange differences on disposal of subsidiaries (180) - Hedging (losses) gains reclassified 854 470 (80 955) Taxation effect (213 618) 20 239 Other comprehensive income recycled to profit or loss due to ineffective hedging relationship(15 536) - Accumulated gains recycled to Income statement (16 237) - Taxation effect 701 - Items that will not be reclassified subsequently to profit or loss Other comprehensive income after tax from discontinued operations 27 286 1 245 Changes in the fair value of financial assets recognised through other comprehensive income249 573 Defined benefit obligations (9 963) (1 324) Net remeasurement of defined benefit obligations during the year (13 648) (1 695) Taxation effect for the year 3 685 371 6 372 579 6 133 453 Attributable to Shareholders of the Company - continuing operations 5 790 967 5 530 054 Shareholders of the Company - discontinued operations 208 500 222 725 Non-controlling interest 373 112 380 674 6 372 579 6 133 453 Total comprehensive income for the year 20 Consolidated Annual Financial Statements
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Consolidated statement of cash flows for the year ended 30 June 2025 2024 restated Notes R'000 R'000 Cash flows from operating activities 6 230 717 5 998 996 Cash generated by operations 5.8 14 615 937 13 807 837 Finance income 10.1 171 938 169 825 Finance charges 10.1 (2 645 296) (2 556 941) Taxation paid 6.2 (2 487 162) (2 226 713) Dividend income received 117 270 112 426 Distributions to shareholders 13.2 (3 301 770) (3 260 229) Net operating cash flows from discontinued operations (240 200) (47 209) Cash flows from of investment activities (12 333 549) (7 139 575) Amounts advanced to associates (110 147) (108 969) Proceeds on disposal of investments 8.3 623 399 23 446 Investments acquired 8.3 (616 013) (13 162) Additions to property, plant and equipment (3 273 726) (3 290 231) Additions to intangible assets (216 889) (108 422) Proceeds on disposal of property, plant and equipment 344 938 146 982 Proceeds on disposal of intangible assets 3 327 58 Acquisition of businesses, subsidiaries and associates 9.2 (9 008 459) (3 214 864) Proceeds on disposal of interests in subsidiaries and associates 9.3 20 052 11 778 Net investment cash flows from discontinued operations (100 031) (586 191) Cash flows from financing activities 5 462 703 1 604 843 Acquisition of treasury shares in settlement of share based payments (442 875) (596 431) Acquisition of non-controlling interests 9.1 (18 069) (328 285) Termination of cross currency swaps 316 951 - Repayment of lease liabilities 8.2 (1 623 387) (1 443 817) Borrowings raised 10.4 21 172 164 5 640 817 Borrowings repaid 10.4 (13 899 526) (1 610 745) Net financing cashflows from discontinued operations (42 555) (56 696) Net increase (decrease) in cash and cash equivalents (640 129) 464 264 Cash and cash equivalents at beginning of year 7 799 481 7 560 841 Effects of exchange rate fluctuations on cash and cash equivalents 258 381 (225 624) Cash and cash equivalents at end of year 7 417 733 7 799 481 Cash and cash equivalents comprise Cash and cash equivalents - continuing operations 10.2 6 193 638 9 096 654 Cash and cash equivalents - discontinued operations 14 2 108 896 - Bank overdrafts included in short-term portion of borrowings 10.3 (884 801) (1 297 173) 7 417 733 7 799 481 21 Consolidated Annual Financial Statements
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Consolidated statement of financial position at 30 June 2025 2024 Notes R'000 R'000 ASSETS Non-current assets 70 660 508 67 812 346 Property, plant and equipment 8.1 17 080 278 17 642 389 Right-of-use assets 8.2 4 837 147 4 397 109 Intangible assets 9.4 17 231 210 15 490 257 Goodwill 9.5 27 097 419 19 664 282 Deferred taxation assets 6.3 1 970 143 1 638 858 Defined benefit pension surplus 12.3 62 014 238 190 Interest in associates and joint ventures 8.4 1 143 595 1 004 352 Investments 8.3 1 211 912 3 367 944 Currency swap derivative asset 11.4 26 790 1 127 020 Banking and other advances - 3 241 945 Current assets 41 745 990 44 451 392 Inventories 8.5 14 835 934 14 894 387 Short-term portion of banking and other advances - 882 034 Trade and other receivables 8.6 20 127 631 19 168 125 Taxation 6.2 588 787 410 192 Cash and cash equivalents 10.2 6 193 638 9 096 654 Assets of disposal group held-for-sale 14 12 183 674 317 781 Total assets 124 590 172 112 581 519 EQUITY AND LIABILITIES Capital and reserves 41 414 557 38 532 032 Capital and reserves attributable to shareholders of the Company 13.1 38 044 650 35 324 074 Non-controlling interests 3 369 907 3 207 958 Non-current liabilities 43 595 814 34 779 773 Deferred taxation liabilities 6.3 5 308 499 4 621 432 Long-term portion of borrowings 10.3 33 751 708 25 845 725 Post-retirement obligations 12.3 54 079 57 646 Long-term portion of provisions 8.8 578 380 518 864 Long-term portion of lease liabilities 8.2 3 903 148 3 736 106 Current liabilities 30 088 429 39 214 060 Trade and other payables 8.7 22 554 599 22 958 643 Short-term portion of provisions 8.8 426 541 397 802 Vendors for acquisition 24 143 124 918 Taxation 6.2 230 403 581 426 Amounts owed to bank depositors - 7 900 463 Short-term portion of borrowings 10.3 5 336 113 5 959 597 Short-term portion of lease liabilities 8.2 1 516 630 1 291 211 Liabilities of disposal group held-for-sale 14 9 491 372 55 654 Total equity and liabilities 124 590 172 112 581 519 22 Consolidated Annual Financial Statements
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Consolidated statement of changes in equity for the year ended 30 June 2025 2024 R'000 R'000 Equity attributable to shareholders of the Company 38 044 650 35 324 074 Share capital 17 014 17 014 Share premium 1 367 796 1 367 796 Foreign currency translation reserve 398 860 528 750 Balance at beginning of the year 528 750 840 887 Movement during the year (129 710) (312 137) Realisation of reserve on disposal of subsidiaries (180) - Hedging reserve 3 387 (40 109) Balance at beginning of the year (40 109) 263 960 Net (losses) gains arising during the year 76 624 (436 723) Accumulated gains recycled to Income statement (16 237) - Taxation recognised directly in reserve (17 592) 132 654 Taxation recycled to income statement 701 - Equity-settled share-based payment reserve 636 835 693 734 Balance at beginning of year 693 734 623 992 Arising during current year 408 062 343 364 Taxation recognised directly in reserve (59 711) 75 788 Utilisation during the year (499 116) (630 971) Realisation of reserve on disposal of subsidiaries - 36 Transfer to retained earnings 93 866 281 525 Movement in retained earnings 34 947 121 32 081 248 Balance at beginning of the year 32 081 248 29 200 261 Attributable profit 6 068 542 6 368 975 Opening balance IFRS 17 transition adjustment - (118 609) Changes in the fair value of financial assets recognised through other comprehensive income 27 447 1 600 Net remeasurement of defined benefit obligations during the year (10 128) (1 590) Net dividends paid (3 116 770) (3 079 383) Transfer of reserves as a result of changes in shareholding of subsidiaries (9 352) (8 481) Transfer from equity-settled share-based payment reserve (93 866) (281 525) Treasury shares 673 637 675 641 Balance at beginning of the year 675 641 678 266 Purchase of shares (442 875) (596 431) Shares disposed of in terms of share incentive scheme 440 871 593 806 Equity attributable to non-controlling interests of the Company 3 369 907 3 207 958 Balance at beginning of the year 3 207 958 3 339 516 Total comprehensive income 373 112 380 674 Attributable profit 372 048 402 637 Movement in foreign currency translation reserve (9 277) (8 673) Movement in cash flow hedge fund 10 088 (13 774) Changes in the fair value of financial assets recognised through other comprehensive income 88 218 Net remeasurement of defined benefit obligations during the year 165 266 Dividends paid (185 000) (180 846) Movement in equity-settled share-based payment reserve (18 482) (11 582) Transactions with non-controlling interests (17 033) (328 285) Transfer of reserves as a result of changes in shareholding of subsidiaries 9 352 8 481 Total equity 41 414 557 38 532 032 23 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June Contents Note Page Note Page 1. Basis of preparation and consolidation 25 8.6 Trade and other receivables 47-50 2. New and revised accounting standards 25-26 8.7 Trade and other payables 51-52 3. Overview of Group structure 26 8.8 Provisions 53 4. Accounting estimates, judgements and fair values26-28 8.9 Lessor accounting 54 4.1 Critical accounting policies 27 8.10 Segmental operating assets 55 4.2 Key sources of uncertainty 27 8.11 Segmental operating liabilities 56 4.3 Critical accounting judgements in applying the 9. Business combinations, goodwill and intangibles 57-67 Group's accounting policies 27 9.1 Subsidiaries 57 4.4 Determination of fair values 27 9.2 Acquisition of businesses subsidiaries and 4.5 Impairment of non-financial asset 27 associates 58-59 4.6 Financial instruments 28 9.3 Disposals of businesses subsidiaries and associates 60 5. Operational performance 29-34 9.4 Intangible assets 61-65 5.1 Revenue 29-30 9.5 Goodwill 66-67 5.2 Cost of revenue 30 10. Cash and cash equivalents and Interest bearing borrowings67-71 5.3 Operating expenses 31 10.1 Net finance charges 67-68 5.4 Trading profit 31 10.2 Cash and cash equivalents 68 5.5 Earnings before interest, taxation, depreciation 10.3 Borrowings 69-71 and amortisation (EBITDA) 32 10.4 Net debt reconciliation 71 5.6 Net capital items 32 11. Risk management 72-78 5.7 Profit before finance charges and associate income33-34 11.1 Overview 72-73 5.8 Cash generated by operations 34 11.2 Credit risk 73 6. Taxation 35-37 11.3 Liquidity risk 73-74 6.1 Income tax expense 35 11.4 Market risk 75-78 6.2 Taxation paid 35 12. Staff remuneration 78-85 6.3 Deferred taxation 36-37 12.1 Share-based payments 78-80 7. Basic, headline and normalised earnings per share37-38 12.2 Directors' remuneration 81-82 7.1 Weighted average number of shares in issue 37 12.3 Post-retirement obligations 83-85 7.2 Attributable earnings 37 12.4 Segmental employees, benefits and remuneration 85 7.3 Basic earnings per share 37 13. Equity, distributions and group information 86-88 7.4 Headline earnings 38 13.1 Capital and reserves attributable to shareholders of 7.5 Headline earnings per share 38 the company 86 7.6 Normalised headline earnings per share 38 13.2 Distributions 87 8. Operating assets and liabilities 39-56 13.3 Capital management 87 8.1 Property, plant and equipment 39-41 13.4 Commitments 87 8.2 Right-of-use assets and lease liabilities 41-43 13.5 Contingent liabilities 87 8.3 Investments 44-45 13.6 Related parties 87-88 8.4 Interest in associates and joint ventures 45-46 13.7 Subsequent events 88 8.5 Inventories 47 13.8 Foreign exchange rates 89 14. Discontinued operations and disposal group held-for-sale90-91 24 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 1. Basis of preparation and consolidation 2. New and revised accounting standards Standard / interpretation Description Standard / interpretation Description The consolidated financial statements (financial statements) have been prepared in accordance with IFRS accounting standards, the interpretations adopted by the International Accounting Standards Board (IASB), the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee and the Financial Reporting Pronouncements as issued by the Financial Reporting Standards Council, the JSE Limited Listings Requirements and in terms of the requirements of the Companies Act of South Africa. The financial statements are prepared on the historical cost basis, other than certain financial instruments, which are carried at their fair value. The preparation of consolidated statements in conformity with IFRS accounting standards requires the board of directors to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. Although 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), the actual outcome may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. The financial statements are presented in South African Rands, the Group’s presentation currency. Assets and liabilities of foreign operations, including fair value adjustments arising on consolidation, are translated into South African Rands at rates of exchange ruling at the statement of financial position date. Income, expenditure and cash flow items are translated into South African Rands at rates approximating the foreign exchange rates ruling at the dates of the transactions. Foreign exchange differences arising on translation are recognised via other comprehensive income directly in equity as a foreign currency translation reserve. When a foreign operation is disposed of, in part or in full, and control is lost the relevant amount in the foreign currency translation reserve is transferred to the income statement. All financial information has been rounded to the nearest thousand unless stated otherwise. At the date of approval of the annual financial statements, the following new standards, interpretations and amendments that apply to the Group were in issue but not yet effective: The Group Audit Committee is satisfied that the critical accounting policies are appropriate to the Group and, except as detailed below, the accounting policies have been applied consistently to all periods presented in these financial statements. IAS 21: (Amendments to), Lack of Exchangeability An entity is impacted by the amendments when it has a transaction or an operation in a foreign currency that is not exchangeable into another currency at a measurement date for a specified purpose. A currency is exchangeable when there is an ability to obtain the other currency (with a normal administrative delay), and the transaction would take place through a market or exchange mechanism that creates enforceable rights and obligations. Reporting period beginning on or after These amendments: ● clarify the requirements for the timing of recognition and derecognition of some financial assets and liabilities, with a new exception for some financial liabilities settled through an electronic cash transfer system; ● clarify and add further guidance for assessing whether a financial asset meets the solely payments of principal and interest (SPPI) criterion; ● add new disclosures for certain instruments with contractual terms that can change cash flows (such as some instruments with features linked to the achievement of environment, social and governance (ESG) targets); and ● make updates to the disclosures for equity instruments designated at Fair Value through Other Comprehensive Income (FVOCI). The following International Financial Reporting Standards and amendments are effective for the first time and have been adopted for the current reporting period: Reporting period beginning on or after IAS 7 and IFRS 7: (Amendment to), Supplier finance The new and revised accounting standard adopted in the current period did not have a material impact on the Group results. These amendments require disclosures to enhance the transparency of supplier finance arrangements and their effects on an entity’s liabilities, cash flows and exposure to liquidity risk. The disclosure requirements are the IASB’s response to investors’ concerns that some companies’ supplier finance arrangements are not sufficiently visible, hindering investors’ analysis. 1 January 2025 (early adoption is available) 1 January 2026 (early adoption is available) 1 January 2024 1 January 2024 1 January 2024 IAS 1: (Amendment to), ‘Presentation of Financial Statements’ on Classification of Liabilities as Current or Non- current. The amendment clarifies that liabilities are classified as either current or non-current, depending on the rights that exist at the end of the reporting period. A number of requirements must be met to determine the correct classification. IAS 1: (Amendment to), Non-current liabilities with covenants These amendments clarify how conditions with which an entity must comply within twelve months after the reporting period affect the classification of a liability. The amendments also aim to improve information an entity provides related to liabilities subject to these conditions. IFRS 16: (Amendment to), Leases, sale and leaseback These amendments include requirements for sale and leaseback transactions in IFRS 16 to explain how an entity accounts for a sale and leaseback after the date of the transaction. Sale and leaseback transactions where some or all the lease payments are variable lease payments that do not depend on an index or rate are most likely to be impacted. IFRS 9 and IFRS 7: (Amendment to), Classification and Measurement of Financial Instruments 1 January 2024 (with transitional reliefs in the first year) 25 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 2. New and revised accounting standards (continued…) Standard / interpretation Description 3. Overview of group structure The CODM has identified the nine reportable operating segments as follows: Adcock Ingram Bidvest Automotive Bidvest Commercial Products Bidvest Freight Bidvest Branded Products Bidvest Services South Africa Bidvest Services International Bidvest Properties Bidvest Corporate and Investments Restatement of comparatives 4. Accounting estimates and judgements and the determination of fair values Owns, manages and develops property and provides a unique offering of professional property services and consulting on all property-related matters for the Group. Provides treasury, secretarial, corporate finance and governance services for the Group and is responsible for overall management and strategic direction. A focused hygiene, cleaning and facilities management business, operating in the United Kingdom, European Union, Southern Africa, Australia, Singapore, Canada and the United States of America. All intragroup transactions are in the ordinary course of business and on similar terms to external parties and all intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between the members of the Group are eliminated on consolidation. As a result of dismantling the Financial Services Segment (referNote 14. Discontinued operations and disposal group held-for-sale) the prior period comparatives have been restated to reflect the current segmental structure. Segmental analyses of cost of revenue and operating expenses have been included for the first time in the current period with prior period comparatives in line with the IFRIC agenda decision on IFRS 8 Operating Segments. Cost of revenue and operating expenses are indicators employed by the chief operating decision maker (CODM), Ms Mpumi Madisa and the executive board in assessing and managing operating segment performance(refer notes 5.2. Cost of revenue and 5.3. Operating expenses). The Board of Directors has considered the Group's critical accounting policies, key sources of uncertainty and areas where critical accounting judgements were required in applying the Group's accounting policies. An industry-leader and innovator, known for setting the national standard in technical training with its rapid adoption of online motor retailing and the development of sophisticated systems to drive customer service. Automotive also operates in the vehicle auctioneering sector and provides short-term insurance products and insurance broking services focused primarily on vehicle insurance cover and related value added products (VAPS). With the current period acquisition of DEKRA Automotive, the segment has entered the Testing, Inspection and Certification (TIC) sector. The industrial grouping of companies includes manufacturing and trading businesses in South Africa, representing global brands which include Hitachi Power Tools, Signode (strapping), Unicarriers (forklifts), Rational Ovens, Tajima (embroidery machines), Juki (sewing machines) and Tesa Tapes, while Plumblink supplies a full range of bathroom and plumbing products, and through the Voltex distribution outlets the division is a leading distributor of a vast array of electrical cable and allied products servicing the industrial, mining, contractor, construction, engineering and retail sectors. Consumer products include motor vehicle accessories (Moto Quip), camping and outdoor equipment (Leisure Quip). Manufactures, markets, and distributes a wide range of healthcare products and is a leading supplier to both the private and public sectors of the market. This is the new standard on presentation and disclosure in financial statements, with a focus on updates to the statement of profit or loss. The key new concepts introduced in IFRS 18 relate to: ● the structure of the statement of profit or loss; ● required disclosures in the financial statements for certain profit or loss performance measures that are reported outside an entity’s financial statements (that is, management- defined performance measures); and ● enhanced principles on aggregation and disaggregation which apply to the primary financial statements and notes in general. IFRS 18: Presentation and Disclosure in Financial Statements Reporting period beginning on or after A leading private sector freight management group in sub-Saharan Africa, drawing on more than 150 years of portside experience, whose primary objective is to handle multiple products across berths and provide capacity to serve current and future demand. Independent businesses focus on terminal operations and support, international clearing and freight forwarding, integrated logistics, supply chain solutions and marine and insurance services. The segment facilitates storage, handling and movement of cargo via ocean freight, air freight, road and rail. Unless directly addressed in the note the impact of the aforementioned new standards, interpretations and amendments not yet effective is currently being assessed. Offers a comprehensive suite of services relating to office products, office automation and office furniture, while also meeting all print, packaging, labelling and communication requirements. Offerings include the supply of stationery, paper or printer cartridges, and packaging and data services. The consumer-facing trading and distribution businesses represent local and global brands such as Russell Hobbs, Salton, George Foreman, Maxwell & Williams and prestigious luggage and travel accessories brands such as Cellini amongst others. A diverse services business providing security, laundry, landscaping, food, travel, cargo and aviation, office water and coffee vending services to corporate and small to medium business clients in Southern Africa. With the current period acquisition of WearCheck, the segment has established a presence in the Testing, Inspection and Certification (TIC) sector. The consolidated financial statements include the financial statements of the Company and its subsidiaries. The reportable segments of the Group have been identified based on the nature of the businesses. This basis is representative of the internal structure for management purposes and as reported to the chief operating decision maker (CODM), Ms Mpumi Madisa and the executive board. 1 January 2027 26 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 4. Accounting estimates and judgements and the determination of fair values (continued…) 4.1. Critical accounting policies 4.2. Key sources of uncertainty Goodwill and indefinite life intangible assets Trade, other receivables and banking advances 4.3. Critical accounting judgements in applying the Group's accounting policies 4.4. Determination of fair values Property, plant and equipment and right-of-use assets Intangible assets Inventory Investments Forward exchange contracts Borrowings Share-based payments 4.5. Impairment of non-financial assets Impairment losses are recognised in the income statement (refer note 5.6. Net capital items and note 5.7.Profit before finance charges and associate income). Fair value, which is determined for disclosure purposes, is calculated based on the present value of future principal and interest cash flows, discounted at the market rate of interest at the reporting date (refer note 10.3. Borrowings). The fair value of the share options is measured using a modified Black Scholes method. Measurement inputs include share price at measurement date, award price of the instrument, expected volatility (based on the historic volatility), option life, distribution yield and the risk-free interest rate (based on the ZAR bond static yield curve) (refer note 12.1. Share-based payments). Impairment losses recognised in respect of the cash generating unit or groups of cash-generating units are allocated first to reduce the carrying amount of any goodwill allocated to groups of cash-generating units and then to reduce the carrying amount of the other assets in the unit on a pro rata basis. The carrying value of tangible and intangible assets are reviewed annually to assess whether there is any indication of impairment. If any such indication exists, the recoverable amount of the asset is estimated. Where the carrying value exceeds the estimated recoverable amount, such assets are written down to their recoverable amount. The recoverable amount of the cash generating unit or groups of cash generating units or segments to which goodwill is allocated is estimated annually or more frequently if there is an indicator of impairment. For intangible assets that have an indefinite useful life and intangible assets that are not yet available for use, the recoverable amount is estimated at each statement of financial position date. Groups of cash-generating units for goodwill impairment testing purposes are not larger than any operating segment. (refer note 9.5. Goodwill). The Group applies the simplified approach to determine the expected credit losses (ECLs) for trade receivables, contract assets, lease and other receivables (collectively, accounts receivable). ECLs for accounts receivable are calculated using a provision matrix (refer note 8.6. Trade and other receivables). For banking advances the measurement of ECLs is performed using a three stage model, based on changes in credit quality since initial recognition (refer note 14. Discontinued operations and disposal group held-for-sale). Judgements made in the application of IFRS accounting standards that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below: The identification and valuation of intangible assets including the acquisition of Citron Hygiene Canada required a significant amount of judgement and estimation, which has been included in note 9.2. Acquisition of businesses, subsidiaries and associates and note 9.4. Intangible assets. A significant amount of judgement and estimation was required in determining the fair value less cost to sell of the disposal group held-for-sale (refer note 14. Discontinued operations and disposal group held-for-sale). The fair value of forward exchange contracts is based on their market prices (refer note 8.6. Trade and other receivables and note 8.7. Trade and other payables). A number of the Group's accounting policies and disclosures require the determination of fair values, for both financial and non-financial assets and liabilities. Fair values have been determined for measurement and/or disclosure purposes based on the following methods. Where applicable, further information about the assumptions made in determining fair values is disclosed in the notes specific to that asset or liability. The fair value of inventory acquired in a business combination is determined based on its estimated selling price in the ordinary course of business less the estimated costs of completion and sale, and a reasonable profit margin based on the efforts required to complete and sell the inventory (refer note 8.5. Inventories). The Group has assessed the carrying value of goodwill and indefinite life intangible assets to determine whether any of the amounts have been impaired. The recoverable values were assessed using the greater of value-in-use and fair value less cost to sell methods based on actual results and forecasts for future years (refer note 9.4. Intangible assets and note 9.5. Goodwill for further disclosure). The Group Audit Committee is satisfied that the critical accounting policies are appropriate to the Group. Fair value of listed investments is calculated by reference to stock exchange quoted selling prices at the close of business on the report date. Fair value of unlisted investments is determined by using appropriate valuation models (refer note 8.3. Investments). The fair value of property, plant and equipment recognised as a result of a business combination is based on market values. The market value of property is the estimated amount for which a property could be exchanged on the date of valuation between a willing buyer and a willing seller in an arm's-length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently and without compulsion. The market values of other assets are based on the quoted market prices for similar items (refer note 8.1. Property, plant and equipment and note 8.2. Right-of-use assets and lease liabilities). The fair value of intangible assets recognised as a result of a business combination is based on the discounted cash flows expected to be derived from the use and eventual sale of the assets (refer note 9.4. Intangible assets). The following key sources of uncertainty have been identified: Impairment losses in respect of goodwill are not reversed. In respect of other assets, impairment losses recognised in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. Impairment losses are reversed if there has been a change in the estimates used to determine the recoverable amount. Impairment losses are reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount which would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised. Judgments and estimates used in assessing the impairment of indefinite useful life intangible assets and goodwill are elucidated in note 9.4. Intangible assets and note 9.5. Goodwill. 27 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 4. Accounting estimates and judgements and the determination of fair values (continued…) 4.6. Financial instruments Description SoFP Classification Classification Trade receivables Trade and other receivables amortised cost Cash and cash equivalents Cash and cash equivalents amortised cost Banking advances Disposal group assets held-for-sale amortised cost Debt investments Disposal group assets held-for-sale Fair value through other comprehensive income Equity investments Disposal group assets held-for-sale Fair value through other comprehensive income Equity investments Investments Fair value through profit or loss Derivatives Investments Fair value through profit or loss Currency swap derivatives Currency swap derivative assets Fair value through other comprehensive income Description SoFP Classification Classification Contract receivables Trade and other receivables amortised cost Development loans Investments amortised cost Interest swap derivatives Trade and other receivables Fair value through other comprehensive income Financial liabilities are classified into the following categories: Description SoFP Classification Classification Trade payables Trade and other payables amortised cost Interest bearing borrowings Borrowings amortised cost Banking deposits Disposal group liabilities held-for-sale amortised cost Lease liabilities Lease liabilities amortised cost Bank overdrafts Borrowings amortised cost Trade and other receivables without a significant financing component are initially measured at the transaction price. Other financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss. In assessing whether the contractual cash flows are solely payments of principal and interest, the Group considers the contractual terms of the instrument. This includes assessing whether the financial asset contains a contractual term that could change the timing or amount of the contractual cash flows such that it would not meet this condition. In making this assessment, the Group considers: contingent events that would change the amount or timing of the cash flows; terms that may adjust the contractual coupon rate, including variable rate features; prepayment and extension features; and terms that limit the Group’s claim to cash flows from specified assets. The Group has a high exposure to the following financial assets: The Group has limited exposure to the following financial assets: • Financial liabilities at fair value through profit or loss. • Financial liabilities at amortised cost. A financial liability is classified at fair value through profit or loss if it is held for trading, is a derivative financial instrument or is designated as such on initial recognition. Realised and unrealised gains and losses arising from changes in the fair value of financial liabilities classified as at fair value through profit or loss are included in profit or loss in the period in which they arise. The Group has a high exposure to the following financial liabilities: A financial instrument is a contract that gives rise to a financial asset in one entity and a financial liability or equity instrument in another entity. The Group recognises financial assets and financial liabilities at the date when it becomes a party to the contractual provisions of the instrument. The Group calculates its allowance for credit losses as expected credit losses (ECLs) for financial assets measured at amortised cost, debt investments at fair value through other comprehensive income (FVOCI) and contract assets. ECLs are a probability weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls, the difference between the cash flows due to the entity in accordance with the contract and the cash flows that the Group expects to receive. ECLs are discounted at the original effective interest rate of the financial asset. The Group measures loss allowances at an amount equal to the lifetime ECLs, except for bank balances for which the credit risk (i.e. the risk of default occurring over the expected life of the financial instrument) has not increased significantly since initial recognition. The Group applies the simplified approach to determine the ECL for trade receivables, contract assets and lease receivables (collectively, trade and other receivables). This results in calculating lifetime expected credit losses for these receivables. The gross carrying amount of the financial asset is written off when the Group has no reasonable expectations of recovering a financial asset in its entirety or a portion thereof. However, financial assets that are written off could still be subject to enforcement activities in order to comply with the Group’s procedures in respect of amounts due. 28 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 5. Operational performance 5.1. Revenue 2025 2024 restated R'000 R'000 Sale of goods 1 68 211 886 66 748 455 Rendering of services 2 60 185 966 55 023 842 Commissions and fees earned 3 1 535 574 1 707 396 Billings relating to clearing and forwarding transactions 4 2 312 746 2 964 306 Insurance 5 264 082 271 310 132 510 254 126 715 309 Inter-group eliminations (5 904 848) (6 007 186) Revenue 126 605 406 120 708 123 Disaggregation of revenue from contracts with customers Services South Africa 2 11 873 663 10 983 916 Services International 2 42 127 535 38 407 350 Branded Products 1 11 787 961 11 625 967 Adcock Ingram 1 9 760 332 9 643 128 Freight 2, 4 8 433 909 8 384 546 Commercial Products 1 15 911 262 16 250 207 Automotive 1, 5 26 293 915 24 998 747 Corporate and investments 1 1 969 3 374 126 190 546 120 297 235 Geographic disaggregation of revenue from contracts with customers Southern Africa 91 008 903 89 014 711 International 35 181 643 31 282 524 126 190 546 120 297 235 Reconciliation to Group revenue Revenue from contracts with customers 126 190 546 120 297 235 Leasing contracts 150 778 139 578 Gross insurance premiums 264 082 271 310 126 605 406 120 708 123 The Group principally generates revenue from providing a wide range of goods and services through its eight core trading segments, Services South Africa, Services International, Freight, Commercial Products, Branded Products, Adcock Ingram and Automotive. Revenue is recognised when control over products or services is transferred to a customer and is measured based on the consideration specified in a contract with a customer and excludes amounts collected on behalf of third parties. Revenue from services rendered is recognised in the income statement in proportion to the stage of completion of the transaction at the statement of financial position date. The stage of completion is assessed by reference to the terms of the contract. The Group satisfies its performance obligations at a point-in-time or over a short period of time. The majority of the Group’s revenue is generated from point-in-time or month-to- month service contracts, which means the Group has no material revenue contracts for which they have contracted but not satisfied the performance obligations. There is no material or significant financing component to Group revenue and contracts with customers do not include material amounts of variable consideration. Due to the standard nature of the Group’s contracts with customers there were no significant areas of judgment required to be applied by the Group. The Group has no complex agent / principal arrangements. 29 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 5. Operational performance (continued…) 5.1. Revenue (continued…) Segmental revenue 2025 2024 restated R'000 R'000 Services South Africa 12 659 211 11 732 902 Services International 43 212 831 39 370 083 Branded Products 13 034 543 12 934 962 Adcock Ingram 9 760 332 9 643 128 Freight 8 950 411 8 769 063 Commercial Products 16 957 654 17 910 097 Automotive * 27 169 671 25 619 742 Properties 763 633 731 961 Corporate and investments 1 969 3 372 132 510 255 126 715 310 Inter-group eliminations (5 904 849) (6 007 187) 126 605 406 120 708 123 * restated by R527 million (refer restatement of comparatives in note 3.) Geographic region Southern Africa 97 062 605 95 243 674 International 35 447 650 31 471 636 132 510 255 126 715 310 5.2. Cost of revenue Segmental cost of revenue 2025 2024 restated R'000 R'000 Services South Africa 9 084 375 8 530 707 Services International 33 183 916 30 396 437 Branded Products 9 176 894 9 285 749 Adcock Ingram 6 540 352 6 424 596 Freight 3 605 201 3 317 997 Commercial Products 12 364 883 13 033 196 Automotive 22 749 851 21 394 145 96 705 472 92 382 827 Inter-group eliminations (5 165 008) (5 294 901) 91 540 464 87 087 926 Geographic region Southern Africa 68 994 027 67 715 630 International 27 711 445 24 667 197 96 705 472 92 382 827 Cost of revenue includes cost of inventory sold and expenses incurred directly in the process of providing products and services to customers, and is expressed net of discounts and rebates received from suppliers. 30 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 5. Operational performance (continued…) 5.3. Operating expenses Segmental operating expenses 2025 2024 restated R'000 R'000 Services South Africa 2 180 135 1 989 923 Services International 5 862 891 5 319 699 Branded Products 2 748 744 2 627 242 Adcock Ingram 2 060 516 1 965 556 Freight 3 275 055 3 161 367 Commercial Products 3 703 016 3 603 861 Automotive 3 655 598 3 487 511 Properties 51 183 46 599 Corporate and investments 582 497 529 546 24 119 635 22 731 304 Inter-group eliminations (688 253) (658 375) 23 431 382 22 072 929 Geographic region Southern Africa 19 538 819 18 569 750 International 4 580 816 4 161 554 24 119 635 22 731 304 5.4. Trading profit Segmental trading profit 2025 2024 restated R'000 R'000 Services South Africa 1 441 347 1 268 663 Services International 4 224 916 3 769 930 Branded Products 1 123 860 1 042 399 Adcock Ingram 1 172 355 1 236 673 Freight 2 089 703 2 322 203 Commercial Products 929 241 1 297 440 Automotive 902 190 880 065 Properties 712 230 685 319 Corporate and investments (550 146) (537 785) 12 045 696 11 964 907 Geographic region Southern Africa 8 851 688 9 239 151 International 3 194 008 2 725 756 12 045 696 11 964 907 Trading profit is profit generated by the Group's normal continuing operating activities and is defined as profit before finance charges and associate income excluding profit or loss of a capital nature, IFRS 2 share-based payment expenses, acquisition costs, amortisation charges arising from definite-life intangible assets recognised on acquisition of subsidiaries. Trading profit is the basis on which management's performance is assessed. Operating expenses include expenses incurred in pursuing the Group's core business activities but not directly incurred in the provision of products and services to customers. Other income, which is a constituent of trading profit includes amounts which are not individually material: income accruing from short-term insurance portfolios of R79 million; fair value gains on insurance cell captives of R11 million; fair value gains on Bidcorp shares of R16 million; commission income of R41 million; and refund income of R50 million. 31 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 5. Operational performance (continued…) 5.5. Earnings before interest, taxation, depreciation and amortisation (EBITDA) Segmental EBITDA 2025 2024 restated R'000 R'000 Services South Africa 1 846 665 1 656 531 Services International 4 897 096 4 445 898 Branded Products 1 231 779 1 133 672 Adcock Ingram 1 315 976 1 371 309 Freight 2 393 044 2 584 119 Commercial Products 1 052 042 1 399 340 Automotive 963 848 898 339 Properties 715 137 688 495 Corporate and investments (514 521) (508 974) 13 901 066 13 668 729 Geographic region Southern Africa 10 230 528 10 445 277 International 3 670 538 3 223 452 13 901 066 13 668 729 5.6. Net capital items R'000 R'000 Impairment of property, plant and equipment 3 568 33 453 Impairment of right-of-use assets 2 065 9 090 Impairment of intangible assets 165 577 1 083 Net (profit) loss on disposal of property, plant and equipment (26 034) 3 920 Net loss on disposal of intangible assets 136 - Net capital items included in the consolidated income statement 145 312 47 546 Net capital items is the aggregate of income statement profit or loss of a capital nature (as determined by SAICA Circular 01/2023 Headline Earnings), before taxation and non- controlling interests, which is excluded from trading profit and basic earnings to determine headline earnings (refer note 7.4. Headline earnings). EBITDA is determined as trading profit before depreciation and amortisation charges. EBITDA has been adjusted for the impact of IFRS 16:Leasesby adding back the right-of- use asset depreciation and deducting lease payments. 32 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 5. Operational performance (continued…) 5.7. Profit before finance charges and associate income 2025 2024 restated R'000 R'000 Determined after charging (crediting) Auditor's remuneration (PricewaterhouseCoopers Inc.) 133 316 108 172 Audit fees ^ 128 058 107 142 Taxation services 707 490 Other attest services 4 393 491 Accounting services (other audit firms) 8 377 8 375 Audit fees 2 715 2 508 Audit related expenses 258 309 Consulting fees 59 62 Taxation services 3 925 4 056 Other attest services 1 420 1 440 Depreciation of property, plant and equipment 2 191 608 2 004 118 Depreciation right-of-use assets 1 624 561 1 459 093 Amortisation of intangible assets 563 062 502 519 Impairment (reversal) of assets 191 732 27 153 Property, plant and equipment 3 568 33 453 Right-of-use assets - equipment and vehicles - 1 778 Right-of-use assets - land and buildings 2 065 7 312 Intangible assets 165 577 1 083 Investments (4 485) 21 803 Trade receivables 25 007 (38 276) Directors' emoluments ˜ Executive directors ˜ 55 382 67 247 Basic remuneration 27 514 26 125 Retirement and medical benefits 1 410 1 410 Other benefits and costs 1 616 1 635 Cash incentives 24 842 38 077 Non-executive directors ˜ 16 070 11 729 Fees - Company 14 589 11 270 - subsidiaries 1 481 459 Employer contributions to 2 095 314 1 875 327 Defined contribution funds 1 295 040 1 225 558 Retirement funds 43 720 57 496 Social securities 359 911 300 403 Medical aids 396 643 291 870 Net expense related to post-retirement obligations for current service costs (1 102) 7 784 Defined benefit pension plans 634 8 777 Post-retirement medical aid obligations (1 736) (993) Share-based payment expense cash settled (3 290) 1 146 Share-based payment expense equity settled 411 755 351 297 Staff 376 757 317 711 Executive directors 34 998 33 586 Fees for administrative, managerial and technical services 8 115 7 377 Research and development expenditure 265 72 Foreign exchange losses (gains) on hedging activities 12 383 73 760 Forward exchange contracts 6 824 69 649 Foreign bank accounts 5 559 4 111 Other foreign exchange losses (gains) (3 395) 22 709 Realised 1 757 2 067 Unrealised (5 152) 20 642 Income from investments (107 993) (118 280) Dividends received from listed investments (5 953) (11 537) Dividends received from unlisted investments (9 711) (8 428) Loss on disposal 2 395 10 993 Fair value through profit or loss (94 724) (109 308) ^ fees PWC South Africa R107.4 million ˜ refer note 12.2. Directors' remuneration for detailed disclosure 33 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 5. Operational performance (continued…) 5.7. Profit before finance charges and associate income (continued…) 2025 2024 restated R'000 R'000 Determined after charging (crediting) Net capital (profit) loss on disposal (25 898) 3 920 Net (profit) loss on disposal of property, plant and equipment (26 034) 3 920 Net loss on disposal of intangible assets 136 - Low value, short-term leases and variable expense not included in lease liability 465 476 381 104 Land and buildings 231 283 167 786 Equipment and vehicles 234 193 213 318 Segmental profit before finance charges and associate income restated R'000 R'000 Services South Africa 1 429 716 1 270 802 Services International 3 758 642 3 315 918 Branded Products 1 119 542 1 015 055 Adcock Ingram 1 103 580 1 220 806 Freight 2 081 365 2 306 770 Commercial Products 836 031 1 296 198 Automotive 882 387 866 515 Properties 739 983 698 501 Corporate and investments (812 148) (546 796) 11 139 098 11 443 769 Share-based payment expense (408 465) (352 443) 10 730 633 11 091 326 Geographic region Southern Africa 8 591 197 9 182 216 International 2 547 901 2 261 553 11 139 098 11 443 769 5.8. Cash generated by operations Profit before taxation 8 161 121 8 736 138 Costs incurred in respect of acquisitions 298 185 61 567 Net finance charges 2 747 082 2 492 051 Share of current year earnings of associates and joint ventures (177 570) (136 863) Depreciation and amortisation 4 379 231 3 965 730 Share-based payment expense 411 755 351 297 Impairment of property, plant and equipment, right-of-use and intangible assets 171 210 43 626 Other non-cash items (122 208) (74 846) Fair value of investments through profit or loss (94 724) (109 308) Loss on disposal of investments 2 395 10 993 Remeasurement of post-retirement obligations (8 908) 342 Working capital changes (1 151 632) (1 532 890) Increase (decrease) in inventories 332 368 (710 662) Increase in trade and other receivables (29 359) (391 125) Decrease in trade and other payables and provisions (1 454 641) (431 103) Cash generated by operations 14 615 937 13 807 837 Profit before finance charges and associate income includes revenue and expenses directly relating to a business segment but excludes net finance charges and taxation, which cannot be allocated to any specific segment. share-based payment costs are also excluded from the result as this is not a criterion used in the management of reportable segments. 34 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 6. Taxation 6.1. Income tax expense 2025 2024 restated R'000 R'000 Current taxation 1 925 857 2 164 393 Current year 2 007 283 2 152 990 Prior years' (over) under charge (81 426) 11 403 Deferred taxation (45 865) 118 907 Current year (68 526) 120 742 Prior years' under (over) provision 22 661 (1 835) Foreign withholding taxation 21 753 (97 294) Total taxation per consolidated income statement 1 901 745 2 186 006 Comprising South African taxation 1 817 958 1 908 009 Foreign taxation 83 787 277 997 1 901 745 2 186 006 6.2. Taxation paid Net amounts payable at beginning of year (171 234) (361 038) Current taxation charge (1 947 610) (2 067 099) On acquisition of businesses 5 680 (3 781) Exchange rate adjustments (7 939) 14 109 Movement in discontinued operations (7 675) 19 862 Amounts payable at end of year 230 403 581 426 Amounts receivable at end of year (588 787) (410 192) Taxation paid (2 487 162) (2 226 713) The reconciliation of the effective taxation rate with the South African company taxation rate is: 2025 2024 % % Taxation for the year as a percentage of profit before taxation 23.3 25.0 Withholding tax (0.3) 1.1 Reversal of uncertain tax provision 2.6 0.9 Associates 0.6 0.4 Effective rate excluding associate income and tax rate changes 26.2 27.4 Dividend and exempt income 1.8 0.9 Foreign taxation rate differential 0.5 0.5 Preference share funding (0.7) (0.5) Other non-deductible expenses (0.2) (0.6) Changes in recognition of deferred tax assets (0.3) (0.4) Capital gains rate differential 0.1 - Changes in prior years' estimation 0.7 (0.1) Acquisition costs (1.1) (0.2) Rate of South African company taxation 27.0 27.0 Income taxation comprises current and deferred tax. An income tax expense is recognised in profit or loss except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity. Current taxation comprises tax payable calculated based on the expected taxable income for the year, using the tax rates enacted or substantially enacted at the financial position date, and any adjustment of tax payable for previous years. A deferred taxation asset is recognised to the extent that it is probable that future taxable profits will be available against which the associated unused tax losses and deductible temporary differences can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised. Deferred taxation is charged to the income statement except to the extent that it relates to a transaction that is recognised directly in equity, or a business combination that is an acquisition. The effects on deferred taxation of any changes in tax rates is recognised in the income statement, except to the extent that it relates to items previously charged or credited directly to equity. The Group has assessed the impact of the OECD Pillar Two model rules which took effect from 1 January 2024. All countries in which the Group operates have reported effective rates in excess of 15% and therefore qualify for a safe harbour exemption such that no top-up tax will apply. 35 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 6. Taxation (continued...) 6.3. Deferred taxation 2025 2024 R'000 R'000 Deferred taxation assets 1 970 143 1 638 858 Deferred taxation liabilities (5 308 499) (4 621 432) Net deferred taxation liability (3 338 356) (2 982 574) Movement in net deferred taxation assets and liabilities Balance at beginning of year (2 982 574) (3 024 483) Per consolidated income statement 45 865 (115 831) Items recognised directly in equity, other comprehensive income (91 291) 208 655 On acquisition of businesses (330 320) (134 985) On disposal of business and disposal group - 4 576 Reclassification of discontinued operations to disposal group liabilities held-for-sale 120 667 - Exchange rate adjustments (100 703) 79 494 Balance at end of year (3 338 356) (2 982 574) Estimated tax losses available for offset against future taxable income 3 596 831 2 454 736 Utilised in the computation of deferred taxation (1 782 655) (660 345) Not accounted for in deferred taxation 1 814 176 1 794 391 Tax losses by territory South Africa 1 198 605 909 318 International 2 398 226 1 545 418 3 596 831 2 454 736 Expected utilisation of tax losses Tax losses utilised within one year 609 424 113 690 Tax losses utilised after one year but within five years 1 173 231 546 655 Utilised in the computation of deferred taxation 1 782 655 660 345 2025 Temporary differences Assets Liabilities Net R'000 R'000 R'000 Differential between carrying values and tax values of property, plant and equipment 187 695 (1 169 210) (981 515) Differential between carrying values and tax values of intangible assets (3 037) (4 189 072) (4 192 109) Right-of-use assets (828 878) (457 331) (1 286 209) Lease liabilities 991 996 484 682 1 476 678 Estimated taxation losses 464 895 (12 120) 452 775 Staff related allowances and liabilities 633 946 10 619 644 565 Inventories 173 385 2 284 175 669 Investments 24 138 (88 520) (64 382) Trade and other receivables (35 901) 2 162 (33 739) Trade, other payables and provisions 361 904 108 007 469 911 1 970 143 (5 308 499) (3 338 356) - - - Deferred taxation assets have not been recognised in respect of certain tax losses as the directors believe it is not probable that the relevant companies will generate taxable profit in the near future, against which the benefits can be utilised. The South African Tax authorities imposed limitations on the use of tax losses brought forward from a previous year of assessment, which can only be offset against the maximum of 80% of the current year's taxable income or R1 million, whichever is higher. Tax losses are expected to be utilised against trading profit. 36 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 6. Taxation (continued...) 6.3. Deferred taxation (continued…) 2024 Temporary differences Assets Liabilities Net R'000 R'000 R'000 Differential between carrying values and tax values of property, plant and equipment (30 474) (908 141) (938 615) Differential between carrying values and tax values of intangible assets 19 417 (3 700 835) (3 681 418) Right-of-use assets (744 861) (450 739) (1 195 600) Lease liabilities 907 604 492 343 1 399 947 Estimated taxation losses 156 170 13 327 169 497 Staff related allowances and liabilities 746 228 (7 328) 738 900 Inventories 178 276 (633) 177 643 Investments 33 340 (159 981) (126 641) Trade and other receivables (13 778) (14 779) (28 557) Trade, other payables and provisions 386 936 115 334 502 270 1 638 858 (4 621 432) (2 982 574) 7. Basic, headline and normalised earnings per share The following weighted averages used for basic earnings per share and headline earnings per share calculations: 2025 2024 Weighted average number of shares in issue ('000) 339 888 339 888 Potential dilutive impact of outstanding staff share appreciation rights and conditional awards ('000) 562 881 Number of outstanding staff share appreciation right equivalent shares ('000) 3 776 4 791 Number of shares deemed to be issued at fair value ('000) (3 446) (4 293) Contingent shares issuable in terms of conditional share plan ('000) 1 393 1 459 Contingent shares issuable in terms of conditional share plan at fair value ('000) (1 161) (1 075) Diluted weighted average number of shares in issue ('000) 340 449 340 769 7.2. Attributable earnings Basic earnings per share and diluted earnings per share are based on: restated Profit attributable to shareholders of the Company - continuing operations (R'000) 5 887 328 6 147 495 Profit attributable to shareholders of the Company - discontinued operations (R'000) 181 214 221 480 7.3. Basic earnings per share Basic earnings per share - continuing operations 1 732.1 1 808.7 Basic earnings per share - Group 1 785.5 1 873.8 Diluted basic earnings per share - continuing operations 1 729.3 1 804.0 Diluted basic earnings per share - Group 1 782.5 1 869.0 Dilution (%) - continuing operations 0.2 0.3 Dilution (%) - Group 0.2 0.3 Deferred taxation has been provided at rates ranging between 10% - 45% (2024: 10% - 45%). The variance in rates arises as a result of the differing corporate taxation and capital gains taxation rates present in the various countries in which the Group operates. 7.1. Weighted average number of shares in issue 37 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 7. Basic, headline and normalised earnings per share (continued…) 7.4. Headline earnings 2025 2024 restated R'000 R'000 Profit attributable to shareholders of the Company 5 887 328 6 147 495 Impairment of property plant and equipment, right-of-use assets goodwill and intangible assets 120 185 30 314 Property, plant and equipment 3 568 33 453 Right-of-use assets 2 065 9 090 Intangible assets 165 577 1 083 Taxation effect (29 915) (11 809) Non-controlling interest (21 110) (1 503) Net (profit) loss on disposal of property, plant and equipment and intangible assets (27 087) 1 390 Property, plant and equipment (26 034) 3 920 Intangible assets 136 - Taxation effect (1 343) (2 365) Non-controlling interest 154 (165) Non-headline earnings items included in equity accounted earnings of associated and joint venture companies 23 (29) Non-headline earnings items 36 (44) Non-controlling interest (13) 15 Headline earnings - continuing operations 5 980 449 6 179 170 Profit attributable to shareholders of the Company - discontinued operations 181 214 221 480 Net loss on disposal of interests in subsidiaries and disposal and closure of businesses 197 076 100 000 Impairment of disposal group assets held-for-sale 135 303 76 832 Impairment or sale of identifiable assets of disposal group 66 578 23 168 Gain on divestiture of disposal group held-for-sale (47 449) - Taxation effect 42 644 - Headline earnings - Group 6 358 739 6 500 650 7.5. Headline earnings per share Headline earnings per share (cents) - continuing operations 1 759.5 1 818.0 Headline earnings per share (cents) - Group 1 870.8 1 912.6 Diluted headline earnings per share (cents) - continuing operations 1 756.6 1 813.3 Diluted headline earnings per share (cents) - Group 1 867.7 1 907.6 Dilution (%) - continuing operations 0.2 0.3 Dilution (%) - Group 0.2 0.3 7.6. Normalised headline earnings per share 2025 2024 restated R'000 R'000 Headline earnings - continuing operations 5 980 449 6 179 170 Acquisition costs 298 185 61 567 Amortisation of acquired customer contracts 463 101 412 025 Taxation effect (112 670) (98 704) Impact of one-off taxation events (214 925) (196 334) Non-controlling interest (2 408) (2 512) Normalised headline earnings - continuing operations 6 411 732 6 355 212 Normalised headline earnings - discontinued operations 225 221 322 768 Headline earnings - discontinued operations 378 290 321 480 Disposal costs 37 951 - Depreciation and amortisation of discontinued operations (263 236) - Taxation effect 71 074 - Amortisation of acquired customer contracts 1 564 1 764 Taxation effect (422) (476) Normalised headline earnings - Group 6 636 953 6 677 980 Normalised headline earnings per share (cents) - continuing operations 1 886.4 1 869.8 Normalised headline earnings per share (cents) - Group 1 952.7 1 964.8 Normalised headline earnings per share is a measurement used by the chief operating decision makers, Ms Mpumi Madisa and the Group executive directors. The calculation of normalised headline earnings per share excludes acquisition costs, amortisation of acquired customer contracts, the impact of one-off taxation events (refund of withholding tax and uncertain tax provisions reversed) and is based on the normalised headline earnings attributable to ordinary shareholders, divided by the weighted average number of ordinary shares in issue during the period. For the first time in the current period, depreciation and amortisation of discontinued operations has been included in the determination of Group normalised headline earnings as if they were continuing operations and therefore reflects the actual depreciation and amortisation within the underlying operations. The presentation of normalised headline earnings is not an IFRS accounting standards requirement. 38 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 8. Operating assets and liabilities 8.1. Property, plant and equipment Buildings Up to 50 years Leasehold improvements Over the period of the lease Plant and equipment 5 to 20 years Office equipment, furniture and fittings 3 to 15 years Vehicles, vessels and craft 3 to 15 years Dispensing and cleaning equipment over the period of the contract Full maintenance lease assets over the period of the contract Carrying value of property, plant and equipment 2025 2024 R'000 R'000 Freehold land and buildings 5 814 733 5 514 433 Cost 6 363 859 6 024 588 Accumulated depreciation and impairments (549 126) (510 155) Leasehold improvements 1 952 149 1 730 463 Cost 3 569 826 3 146 036 Accumulated depreciation and impairments (1 617 677) (1 415 573) Plant and equipment 4 391 067 3 866 500 Cost 9 709 161 8 543 294 Accumulated depreciation and impairments (5 318 094) (4 676 794) Office equipment, furniture and fittings 1 304 910 1 366 402 Cost 4 380 030 4 452 804 Accumulated depreciation and impairments (3 075 120) (3 086 402) Vehicles, vessels and craft 927 129 873 152 Cost 2 411 362 2 300 778 Accumulated depreciation and impairments (1 484 233) (1 427 626) Dispensing and cleaning equipment 1 952 454 1 667 019 Cost 5 037 130 4 163 484 Accumulated depreciation and impairments (3 084 676) (2 496 465) Full maintenance lease assets - 1 484 787 Cost - 2 177 346 Accumulated depreciation and impairments - (692 559) Capital work-in-progress 737 836 1 139 633 17 080 278 17 642 389 Property, plant and equipment with an estimated carrying value of R23 million (2024: R38 million) is pledged as security for borrowings of R14 million (2024: R30 million) (refer note 10.3. Borrowings). A register of land and buildings is available for inspection by shareholders at the registered office of the Company. Residual values, depreciation method and useful lives are reassessed annually. Where parts of an item of property, plant and equipment have different useful lives to the item itself, these parts are depreciated over their individual estimated useful life. Property, plant and equipment are reflected at cost to the Group, less accumulated depreciation and accumulated impairment losses. Land is stated at cost. The present value of the estimated cost of dismantling and removing items and restoring the site in which they are located is provided for as part of the cost of the asset. Depreciation is provided for on the straight-line basis over the estimated useful lives of the property, plant and equipment to anticipated residual values. Useful lives have been estimated as follows: 39 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 8. Operating assets and liabilities (continued…) 8.1. Property, plant and equipment (continued…) Movement in property, plant and equipment 2025 2024 R'000 R'000 Carrying value at beginning of year 17 642 389 16 457 121 Capital expenditure 3 278 877 3 882 226 Freehold land and buildings 274 963 321 972 Leasehold improvements 378 264 123 575 Plant and equipment 1 041 115 888 181 Office equipment, furniture and fittings 474 231 627 320 Vehicles, vessels and craft 332 405 375 836 Dispensing and cleaning equipment 863 232 781 916 Full maintenance lease assets - 398 273 Capital work-in-progress (85 333) 365 153 Expenditure 834 297 1 021 376 Transfers to other categories * (919 630) (656 223) On acquisition of businesses 420 088 102 085 Freehold land and buildings 160 639 8 437 Leasehold improvements 10 940 19 137 Plant and equipment 116 230 49 052 Office equipment, furniture and fittings 28 499 13 114 Vehicles and craft 47 671 6 177 Dispensing and cleaning equipment 55 391 6 168 Capital work-in-progress 718 - Disposals (318 902) (503 480) Freehold land and buildings (126 990) (10 951) Leasehold improvements (1 089) (3 585) Plant and equipment (54 745) (28 583) Office equipment, furniture and fittings (47 294) (13 767) Vehicles and craft (72 827) (51 918) Dispensing and cleaning equipment (15 957) (42 201) Full maintenance lease assets - (352 475) Reclassification of discontinued operations to disposal group assets held-for-sale (1 847 245) - Leasehold improvements (22) - Office equipment, furniture and fittings (42 751) - Vehicles, vessels and craft (2 765) - Full maintenance lease assets (1 484 787) - Capital work-in-progress (316 920) - Exchange rate adjustments 100 247 (75 105) Freehold land and buildings 25 312 (12 219) Leasehold improvements 3 824 (4 095) Plant and equipment 9 788 (14 028) Office equipment, furniture and fittings 6 761 (6 736) Vehicles, vessels and craft 3 770 (3 686) Dispensing and cleaning equipment 51 054 (33 919) Capital work-in-progress (262) (422) Depreciation (2 191 608) (2 187 005) Freehold land and buildings (30 057) (25 616) Leasehold improvements (170 230) (156 471) Plant and equipment (587 822) (527 301) Office equipment, furniture and fittings (480 938) (469 888) Vehicles and craft (254 277) (237 212) Dispensing and cleaning equipment (668 284) (610 382) Full maintenance lease assets - (160 135) Impairment losses (3 568) (33 453) Freehold land and buildings (3 568) 217 Leasehold improvements - (3 456) Plant and equipment - (21 566) Office equipment, furniture and fittings - (8 648) Carrying value at end of year 17 080 278 17 642 389 * Transfers were made to the following categories: R541 million (2024: R498 million) to Plant and equipment; R58 million (2024: R91 million) to Office equipment, furniture and fittings; R320 million (2024: R14 million) to Freehold land and buildings; R1 million (2024: R53 million) to Leasehold improvements. 40 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 8. Operating assets and liabilities (continued…) 8.1. Property, plant and equipment (continued…) 2025 2024 Segmental depreciation restated R'000 R'000 Services South Africa 431 154 395 791 Services International 784 071 753 741 Branded Products 120 285 99 730 Adcock Ingram 158 581 147 126 Freight 410 364 363 022 Commercial Products 172 988 149 727 Automotive 106 263 87 213 Properties 5 235 5 066 Corporate and investments 2 667 2 702 Segmental reconciliation (refer restatement of comparatives in note 3.) - 182 887 2 191 608 2 187 005 Geographic region Southern Africa 1 604 072 1 613 642 International 587 536 573 363 2 191 608 2 187 005 Segmental capital expenditure Services South Africa 560 962 555 855 Services International 924 977 814 736 Branded Products 180 629 152 631 Adcock Ingram 176 742 127 741 Freight 779 433 962 436 Commercial Products 268 999 248 299 Automotive 116 878 129 471 Properties 269 119 298 885 Corporate and investments 1 138 2 187 Segmental reconciliation (refer restatement of comparatives in note 3.) - 589 985 3 278 877 3 882 226 Geographic region Southern Africa 2 639 929 3 250 864 International 638 948 631 362 3 278 877 3 882 226 8.2. Right-of-use assets and lease liabilities Right-of-use assets For leases where the Group is lessee, the Group considers the right-of-use asset and lease liability separately consequently deferred tax is recognised on any temporary differences that may arise on initial recognition. The right-of-use asset is depreciated over the shorter of the asset’s useful life and the lease term on a straight-line basis. The recoverability of the right-of-use asset has been considered for impairment under IAS 36. Extension options are included in a number of property and equipment leases across the Group. These terms are used to maximise operational flexibility in terms of managing contracts. All the extension options held are exercisable only by the Group and not by the respective lessor. Certain variable lease payments (including, but not limited to, municipal rates and taxes, water, and electricity charges) are not recognised as lease liabilities and are expensed as incurred. Right-of-use assets are measured at the amount of the initial measurement of lease liability plus any initial direct costs. The Group leases various offices, warehouses, equipment and vehicles. Rental contracts are typically made for fixed periods of between 3 to 12 years but may have extension options as described below. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose any covenants, however leased assets may not be used as security for borrowing purposes. 41 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 8. Operating assets and liabilities (continued…) 8.2. Right-of-use assets and lease liabilities (continued…) Right-of-use assets (continued…) Movement in right-of-use assets 2025 2024 R'000 R'000 Opening balance 4 397 109 4 457 814 Additions 1 604 817 1 295 205 On acquisition of businesses 229 058 17 027 Reclassification of discontinued operations to disposal group assets held-for-sale (131 268) - Modification to lease terms * 292 906 174 747 Depreciation (1 624 561) (1 493 592) Impairment (2 065) (9 090) Foreign exchange adjustment 71 151 (45 002) 4 837 147 4 397 109 Classification of right-of-use assets Equipment and vehicles 1 249 671 705 823 Land and buildings 3 587 476 3 691 286 4 837 147 4 397 109 * The preference where possible is to modify operating leases rather than enter into a new lease agreement. Movement by category Opening balance 4 397 109 4 457 814 Equipment and vehicles 705 823 567 286 Land and buildings 3 691 286 3 890 528 Additions 1 604 817 1 295 205 Equipment and vehicles 737 760 505 372 Land and buildings 867 057 789 833 On acquisition of businesses 229 058 17 027 Equipment and vehicles 186 140 2 846 Land and buildings 42 918 14 181 Reclassification of discontinued operations to disposal group assets held-for-sale (131 268) - Land and buildings (131 268) - Modification to lease terms 292 906 174 747 Equipment and vehicles (2 722) (150) Land and buildings 295 628 174 897 Foreign exchange adjustment 71 151 (45 003) Equipment and vehicles 44 862 (24 889) Land and buildings 26 289 (20 114) Depreciation (1 624 561) (1 493 591) Equipment and vehicles (421 695) (342 862) Land and buildings (1 202 866) (1 150 729) Impairment (2 065) (9 090) Equipment and vehicles - (1 778) Land and buildings (2 065) (7 312) 4 837 147 4 397 109 - - Segmental right-of-use assets depreciation and impairment Services South Africa 215 133 191 104 Services International 491 635 400 027 Branded Products 146 146 138 311 Adcock Ingram 35 355 35 019 Freight 243 118 254 858 Commercial Products 222 326 209 610 Automotive 259 858 226 200 Properties 4 344 4 344 Corporate and investments 8 711 8 710 Segmental reconciliation (refer restatement of comparatives in note 3.) - 34 498 1 626 626 1 502 681 - (1) 42 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 8. Operating assets and liabilities (continued…) 8.2. Right-of-use assets and lease liabilities (continued…) Right-of-use assets (continued…) Geographic region 2025 2024 R'000 R'000 Southern Africa 1 179 703 1 143 866 International 446 923 358 815 1 626 626 1 502 681 - - Lease liabilities Movement in lease liabilities 2025 2024 R'000 R'000 Opening balance 5 105 005 5 128 481 Additions 1 565 551 1 292 526 On acquisition of businesses 258 460 18 549 Reclassification of discontinued operations to disposal group liabilities held-for-sale (189 555) - Interest charged 437 373 421 614 Interest accrued 33 499 28 042 Modification to lease terms 283 176 142 925 Variable lease payment adjustments (43) 8 120 Lease payments (2 060 760) (1 895 367) Foreign exchange adjustment 63 797 (39 885) 5 496 503 5 105 005 Nature of lease liabilities Long-term portion of lease liabilities 3 979 873 3 813 794 Short-term portion of lease liabilities 1 516 630 1 291 211 5 496 503 5 105 005 - - Short term, low value and lessor lease accounting R'000 R'000 Lease liability arising from short term leases, low value leases and lessor accounting (90 114) (81 807) Less short-term portion included in trade and other payables 13 389 4 119 Long-term portion (76 725) (77 688) Undiscounted contractual maturities of lease liabilities Land and buildings 6 151 335 6 492 225 Due in one year 1 505 757 1 415 961 Due after one year but within five years 3 338 341 3 474 454 Due after five years 1 307 237 1 601 810 Equipment and vehicles 1 478 049 937 647 Due in one year 583 310 382 773 Due after one year but within five years 894 739 543 732 Due after five years - 11 142 7 629 384 7 429 872 Less amounts raised as liabilities (5 406 389) (5 023 198) 2 222 995 2 406 674 Lease payments are discounted using the interest rate implicit in the lease. If the implicit rate cannot be determined, the lessee’s incremental borrowing rate is used, which is the rate that the Group's individual lessees would have paid to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and conditions. To determine the incremental borrowing rate the cost of third-party borrowings to the Group's regional treasuries is used as a base, and is adjusted to reflect changes in financing term conditions. Short term, low value leases which have fixed determinable escalations are charged to the income statement on a straight-line basis and liabilities are raised for the difference between the actual lease expense and the charge recognised in the income statement. The liabilities are classified based on the timing of the reversal which will occur when the actual cash flow exceeds the income statement amounts. Lease liabilities include the net present value of the fixed lease payments and lease payments made under reasonably certain extension options. Where the Group can easily replace the asset without significant cost or business disruption lease extension options have not been included in calculating the lease liability. Payments associated with short-term leases and leases of low-value assets are recognised on a straight-line basis as an expense in profit or loss. Short-term leases are leases with a lease term of 12 months or less. Low-value assets in terms of IFRS 16 comprise smaller items of equipment. Each lease payment is allocated between the liability and finance cost. The finance cost is charged to profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. Where the Group acts as lessor these leases are accounted for as operating leases (refer note 8.9. Lessor accounting). 43 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 8. Operating assets and liabilities (continued…) 8.3. Investments Investments are measured as follows: 2025 2024 R'000 R'000 Amortised cost 107 380 93 747 Fair value through other comprehensive income - 2 241 661 Fair value through profit or loss 1 104 532 1 032 536 1 211 912 3 367 944 Long-term portion of listed investments 1 070 002 2 440 259 Long-term portion of unlisted investments 141 910 927 685 1 211 912 3 367 944 Fair value hierarchy of investments Investments and loans held at cost or amortised cost 107 380 93 747 Investments held at fair value as determined on inputs based on: 1 104 532 3 274 197 Unadjusted quoted prices in an active market for identical assets (Level 1) 1 094 401 1 774 701 Factors that are observable for the asset either as prices or derived from prices (Level 2) - 1 472 911 Factors that are not based on observable market data (Level 3) 10 131 26 585 1 211 912 3 367 944 Bidvest Insurance irrevocably designate certain derivative financial instruments included in investments, that otherwise meets the requirements to be measured at amortised cost or at fair value through other comprehensive income as measured at fair value through profit or loss as doing so significantly reduces an accounting mismatch that would otherwise arise. These financial assets are subsequently measured at fair value and net gains and losses, including any interest or dividend income, are recognised in profit or loss. The classes for investments are amortised cost, fair value through profit or loss and fair value through other comprehensive income. While investments are also subject to the impairment requirements of IFRS9, the directors' valuation of unlisted investments, was determined using a combination of discounted cash flow, net asset value and price earnings methods. Certain investments are of a long term nature and uncertainty surrounds their valuation, which may result in a significant change in value over time. No material impairments were identified. 44 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 8. Operating assets and liabilities (continued…) 8.3. Investments (continued...) 2025 2024 R'000 R'000 Movement in investments Balance at the beginning of year 3 367 944 3 001 989 Reclassification of discontinued operations to disposal group assets held-for-sale (2 245 777) - Purchases and loan advances 616 012 2 394 071 Fair value adjustment recognised through other comprehensive income 318 1 976 Fair value adjustment arising during the year recognised in the income statement 94 724 109 308 Movement in expected credit loss 4 485 (13 671) Proceeds on disposal, repayment of loans (623 399) (2 114 735) Loss on disposal of investments (2 395) (10 994) 1 211 912 3 367 944 Expected credit losses on investments Balance at the beginning of year 13 671 - Allowance raised during the year 5 826 21 803 Allowance reversed during the year (10 311) - Investments written off / impaired - (8 132) 9 186 13 671 Analysis of investments at a fair value not determined by observable market data Balance at the beginning of year 26 585 26 650 Reclassification of discontinued operations to disposal group assets held-for-sale (7 471) - Purchases and loan advances - 3 418 Fair value adjustment recognised through other comprehensive income 318 730 Fair value adjustment arising during the year recognised in the income statement (3 734) (2 805) Proceeds on disposal, de-recognition or repayment of loans (5 567) (1 408) 10 131 26 585 A register of investments is available for inspection by shareholders at the registered office of the Company. 8.4. Interest in associates and joint ventures 2025 2024 R'000 R'000 Unlisted associates and joint ventures 590 372 621 639 Net asset value 640 787 668 940 Inherent goodwill 76 414 79 528 Impairment allowances (126 829) (126 829) Investments in associates and joint ventures at cost net of impairment allowances 590 372 621 639 Attributable share of post-acquisition reserves of associates and joint ventures 197 298 137 032 At beginning of year 137 032 112 602 Share of current year earnings net of dividend 60 300 24 437 Movement arising on translation of associate post-acquisition reserves (34) (7) Impairment of post acquisition reserves of associates and joint ventures - unlisted associates and joint ventures - (97) Net advances to associates 355 925 245 778 Advances to associates 529 012 418 865 Expected loss allowances * (173 087) (173 087) 1 143 595 1 004 352 * No additional credit risk has been identified in respect of the loan advance to the associate The valuations of all listed investments are considered Level 1 type valuations in accordance with IFRS 13 Fair Value Measurement Investments and loans held at amortised cost consists of enterprise development loans in the amount of R107 million (2024: R94 million) net of expected credit losses of R9 million (2024: R14 million). Bidvest Insurance and Autosure hold portfolios of listed investments held for trading, which are measured and classified at fair value through profit or loss of R715 million (2024: R661 million). Included in listed investments is Bidcorp in the amount of R181 million (2024: R164 million), self-insurance captive portfolios in the amount of R115 million (2024: R101 million) and an insurance cell captive of R84 million (2024: R84 million). 45 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 8. Operating assets and liabilities (continued…) 8.4. Interest in associates and joint ventures (continued…) 2025 2024 R'000 R'000 Adcock Ingram Limited (India) 431 946 448 665 National Renal Care Proprietary Limited 271 884 223 829 Other 439 765 331 858 1 143 595 1 004 352 - - Summarised aggregated financial information of Adcock Ingram India: R'000 R'000 Revenue 1 011 996 1 026 938 Profit for the year 226 371 192 207 Total comprehensive income for the year 226 371 192 207 Group's share of total comprehensive income 112 959 95 911 Dividends received 101 731 96 348 Current assets 600 243 637 611 Non-current assets 552 166 576 280 Current liabilities (181 130) (185 626) Non-current liabilities (105 655) (129 137) Net assets of Adcock Ingram India 865 624 899 128 Proportion of Group's interest 431 946 448 665 Carrying value of Group's interest 431 946 448 665 Market value as at 30 June 431 946 448 665 Summarised aggregated financial information of National Renal Care Proprietary Limited: Revenue 1 580 285 1 432 993 Profit for the year 155 588 103 096 Total comprehensive income for the year 155 588 103 096 Group's share of total comprehensive income 63 055 39 200 Dividends received 15 000 15 000 Current assets 573 789 463 668 Non-current assets 504 138 513 460 Current liabilities (347 106) (344 510) Non-current liabilities (109 112) (113 573) Non-controlling interests (77 941) (71 390) Net assets of National Renal Care Proprietary Limited 543 768 447 655 Proportion of Group's interest 271 884 223 828 Carrying value of Group's interest 271 884 223 828 Market value as at 30 June 271 884 223 828 Summarised aggregated financial information of associates and joint ventures that are not individually material: The Group's share of profit 1 556 1 752 The Group's share of total comprehensive income 1 556 1 752 Aggregate carrying amount of the Group investment in these associates and joint ventures 439 765 331 858 Reconciliation of the above summarised financial information to the carrying amount of Adcock Ingram India recognised in the consolidated financial statements: Reconciliation of the above summarised financial information to the carrying amount of National Renal Care Proprietary Limited recognised in the consolidated financial statements: Loans to associates and joint ventures are disclosed as part of the carrying amount of the investment. Except for the R529 million (2024: R419 million) advance made to Strait Access Technologies Holdings Proprietary Limited, which attracts interest at the South African prime interest rate 10,75% (2024: 11,75%), all unsecured advances to associates are interest free and have no fixed terms of repayment. The same impairment considerations have been applied to other listed investments in associates and joint ventures. 46 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 8. Operating assets and liabilities (continued…) 8.5. Inventories 2025 2024 R'000 R'000 Raw materials 1 278 490 1 275 914 Work-in-progress 222 908 356 472 Finished goods 8 959 187 8 938 187 New vehicles and motor cycles 1 965 755 1 885 845 Used vehicles 1 209 471 1 179 216 Demonstration vehicles 641 348 719 137 Parts and accessories 558 775 539 616 14 835 934 14 894 387 Amounts included in borrowings relating to these assets (refer note 10.3. Borrowings) 735 025 1 199 350 Amounts included in trade and other payables relating to these assets (refer note 8.7. Trade and other payables) 711 678 753 853 1 446 703 1 953 203 Write down of inventory to net realisable value charged to the income statement 251 505 312 562 8.6. Trade and other receivables 2025 2024 R'000 R'000 Trade receivables 16 358 339 15 347 677 Loss allowances (544 513) (600 520) Net trade receivables 15 813 826 14 747 157 Forward exchange contracts asset 7 140 11 210 Derivative assets - 47 988 Receivables relating to customer contracts 1 257 499 1 118 985 Deposits and prepayments 1 134 162 1 131 542 Value added tax receivable 221 242 322 928 Receivables arising on disposal of subsidiaries and or associates - 19 919 Finance lease receivable 70 650 80 913 Other operating receivables * 1 623 112 1 687 483 20 127 631 19 168 125 As a result of the decentralised structure, operational management have the responsibility of determining the loss allowances in respect of trade receivables. This is done under the oversight of the Divisional Audit Committees, and ultimately the Group Audit Committee. The operations' average credit period depend on the type of industry in which they operate as well as the credit worthiness of their customers. The majority of the customers are given credit terms ranging from cash on delivery to 60 days from statement. The largest loss allowance for a specific trade receivable was obtained for each reporting operation and calculated as a percentage of the Group's total loss allowance. It was determined that such percentage did not exceed 3,8% (2024: 3,5%) of the total loss allowance raised at year end for continued operations. New and used motor vehicle inventory acquired under floorplan arrangements, remains as security to the respective floorplan provider until the purchase price has been paid. Inventories are stated at the lower of cost and estimated net realisable value. Estimated net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses. The cost of raw materials, finished goods, parts and accessories is determined on either the first in, first out or average cost basis. The cost of manufactured inventory and work in progress includes materials and parts, direct labour, other direct costs and includes an appropriate portion of overheads, but excludes interest expenses. Trade receivables consist of a large number of customers, spread across diverse industries and geographical areas. Ongoing credit evaluation is performed by the operational management on the financial condition of the operation's customers. The total number of debtors per reporting division was obtained and the average turnover per trade debtor was calculated for each reporting division. Based on the average turnover per trade debtor in comparison to the Group's total turnover for the year, there was no significant concentration of credit risk to any single trade debtor. The concentration of credit risk is therefore limited due to the customer base being large and independent. The Group does not have any significant credit risk exposure to any single counterparty or any group of counterparties having similar characteristics. It was noted that the Group's largest exposure to a single customer group, across multiple geographies is R368 million (2024: R303 million). Management, in the various geographies, have assessed the recoverability of these amounts due in their geographies, and believe that the amounts due and not impaired are recoverable in full. * Other operating receivables consist of a variety of items which are not individually material. Although these receivables and other non-trade receivables are also subject to impairment requirements of IFRS 9, the expected credit loss was not material: Other operating receivables R25 million (2024: R20 million) and receivables relating to customer contracts R27 million (2024: R18 million). The majority of trade and other receivables are fixed in the subsidiaries' local currency. As trade and other receivables have limited exposure to exchange rate fluctuations, a currency analysis has not been included. Refer note 11. Risk management for further disclosure on trade receivables, loss allowances, forward exchange contracts, currency and interest rate swaps. Vehicles and vehicle parts purchased in terms of manufacturers’ standard franchise agreements or floorplan facilities are recognised as inventory when received as this is when control has been transferred. 47 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 8. Operating assets and liabilities (continued…) 8.6. Trade and other receivables (continued…) Movement in expected credit losses in respect of trade receivables 2025 2024 restated R'000 R'000 Balance at 1 July 600 520 722 755 Loss allowance raised during the year 166 533 182 759 Services South Africa 8 358 18 645 Services International 66 241 41 763 Branded Products 40 746 44 703 Adcock Ingram - 16 303 Freight 10 575 1 337 Automotive 12 376 17 814 Commercial Products 27 940 35 094 Properties 220 43 Corporate and investments 77 1 Segmental reconciliation (refer restatement of comparatives in note 3.) - 7 056 Write-offs during the year (134 244) (120 356) Services South Africa (13 266) (7 636) Services International (69 705) (80 674) Branded Products (8 676) (3 881) Freight (6 783) (1 327) Automotive (1 460) (2 809) Commercial Products (34 169) (23 821) Properties - (208) Corporate and investments (185) - Net acquisition of businesses and recognition of subsidiary 54 002 40 803 Services South Africa 5 249 253 Services International 32 369 40 550 Branded Products 10 398 - Automotive 5 986 - Reversal of loss allowance during the year (141 526) (213 979) Services South Africa (8 835) (7 400) Services International (58 201) (140 118) Branded Products (25 774) (32 579) Adcock Ingram (12 891) - Freight (2 176) (7 947) Automotive (15 726) (12 255) Commercial Products (17 923) (13 680) Reclassification of discontinued operations to disposal group assets held-for-sale (8 093) - Exchange rate adjustments 7 321 (11 462) Balance at 30 June 544 513 600 520 Refer note 4.6. Financial instruments for further details on impairments. A loss allowance is recognised at the first reporting date on which the receivable is recognised. After initial recognition, the loss allowance is adjusted, up or down, in the consolidated income statement at each consolidated statement of financial position date as the forward looking estimates change. Receivables are credit impaired if there is no reasonable expectation of recovery. Credit impairment arises in the case of outstanding amounts over 120 days past due where there has been no communication received from the debtor. Credit impaired receivables are written off with subsequent recoveries of amounts previously written off credited to the consolidated income statement. As a practical expedient, the Group uses a provision matrix based on the Group's historical default rates over the expected life of the trade, contract and lease receivables and is adjusted for forward looking estimates. Historical default rates have been assessed using a 24 month period. Forward looking estimates include the economic outlook of the country in which the customer resides. The impact of the war in Ukraine, sustained global inflation and interest rates have been factored into the Group's ECL models. The Group has further identified GDP, headline inflation and consumer confidence in the countries in which it sells its goods and services as the most relevant factors. The impairment methodology applied depends on whether there has been a significant increase in credit risk. The Group applies the simplified approach to determine the expected credit losses (ECL) for trade receivables, contract assets and lease receivables (collectively, trade and other receivables). This results in calculating lifetime ECLs for these receivables. Receivables are considered to be in default when the payment terms are have been exceeded with more than 60 days without any reason or subsequent arrangement to extend payment terms. 48 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 8. Operating assets and liabilities (continued…) 8.6. Trade and other receivables (continued…) restated Collateral held on past due amounts Fair value of collateral held Trade receivables net of impairment allowance Fair value of collateral held Trade receivables net of impairment allowance R'000 R'000 R'000 R'000 Personal surety * 939 * 2 951 Services - 190 Branded Products 2 164 Automotive - 2 174 Commercial Products 165 423 Properties 772 - Cover by credit insurance 888 198 890 581 977 747 979 993 Branded Products 47 242 49 451 47 242 49 451 Adcock Ingram 485 007 485 007 461 175 461 175 Freight 121 937 121 937 239 516 239 516 Automotive - - 231 231 Commercial Products 234 012 234 186 229 583 229 620 Pledge of assets 226 226 3 3 Services - - 3 3 Branded Products 226 226 - - Other 54 368 59 922 44 886 44 886 Branded Products 976 173 - - Freight 49 033 49 033 43 258 43 258 Automotive 203 6 560 - - Commercial Products 4 156 4 156 1 628 1 628 Segmental reconciliation (refer restatement of comparatives in note 3.) - - 238 238 Total 942 792 951 668 1 022 874 1 028 071 * An accurate fair value cannot be attached to personal surety. In certain instances the Group's operations reserve the right to collect inventory sold when the outstanding debt is not settled by the customer. Where it is the business of the operation to finance assets, the assets are held as collateral in respect of the outstanding debt. The collateral detailed above is in addition to these aforementioned measures taken to reduce credit risk in respect of trade receivables. 20242025 49 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 8. Operating assets and liabilities (continued…) 8.6. Trade and other receivables (continued…) 2025 * 2024 restated ECL as % of gross receivable Gross trade receivables Expected credit losses Net trade receivables ECL as % of gross receivable Gross trade receivables Expected credit losses Net trade receivables % R'000 R'000 R'000 % R'000 R'000 R'000 Not past due 0.6% 11 383 392 (66 387) 11 317 005 0.6% 10 527 594 (62 390) 10 465 204 Services South Africa 1.3% 914 308 (12 331) 901 977 1.9% 1 062 382 (20 052) 1 042 330 Services International 0.6% 4 401 043 (25 176) 4 375 867 0.5% 3 618 646 (16 332) 3 602 314 Branded Products 1.6% 1 105 633 (17 688) 1 087 945 0.9% 1 030 115 (9 475) 1 020 640 Adcock Ingram 0.3% 1 303 597 (4 403) 1 299 194 0.4% 1 197 620 (4 966) 1 192 654 Freight 0.1% 2 214 544 (3 137) 2 211 407 0.4% 2 127 803 (9 297) 2 118 506 Automotive 0.6% 398 592 (2 235) 396 357 0.5% 332 569 (1 769) 330 800 Commercial Products 0.1% 1 045 675 (1 417) 1 044 258 0.0% 1 106 478 (375) 1 106 103 Properties 0.0% - - - 0.0% - - - Corporate and investments0.0% - - - 0.0% - - - Segmental reconciliation ^0.0% - - - 0.2% 51 981 (124) 51 857 Past due 0 - 30 days 1.4% 2 724 907 (37 268) 2 687 639 2.2% 2 658 450 (58 068) 2 600 382 Services South Africa 1.6% 343 477 (5 575) 337 902 2.3% 194 783 (4 399) 190 384 Services International 1.4% 933 062 (13 464) 919 598 3.4% 867 086 (29 822) 837 264 Branded Products 2.2% 218 672 (4 878) 213 794 3.5% 261 246 (9 150) 252 096 Adcock Ingram 0.5% 559 302 (2 845) 556 457 0.4% 599 753 (2 483) 597 270 Freight 0.4% 327 985 (1 413) 326 572 1.0% 350 110 (3 448) 346 662 Automotive 7.9% 35 104 (2 788) 32 316 9.7% 25 281 (2 444) 22 837 Commercial Products 2.1% 306 603 (6 305) 300 298 1.8% 344 612 (6 322) 338 290 Properties 0.0% 346 - 346 0.0% 248 - 248 Corporate and investments0.0% 356 - 356 0.0% - - - Segmental reconciliation ^0.0% - - - 0.0% 15 331 - 15 331 31 - 120 days 7.9% 1 483 638 (117 177) 1 366 461 9.3% 1 358 443 (126 656) 1 231 787 Services South Africa 2.0% 158 430 (3 245) 155 185 9.2% 133 905 (12 338) 121 567 Services International 4.8% 773 189 (37 028) 736 161 3.9% 657 001 (25 863) 631 138 Branded Products 23.0% 132 706 (30 470) 102 236 30.2% 120 428 (36 408) 84 020 Adcock Ingram 0.7% 130 017 (875) 129 142 12.7% 101 148 (12 871) 88 277 Freight 15.7% 144 182 (22 621) 121 561 4.5% 147 457 (6 584) 140 873 Automotive 16.8% 35 388 (5 940) 29 448 20.6% 27 361 (5 649) 21 712 Commercial Products 15.5% 109 432 (16 998) 92 434 15.0% 156 962 (23 500) 133 462 Properties 0.0% 221 - 221 13.1% 327 (43) 284 Corporate and investments0.0% 73 - 73 0.0% - - - Segmental reconciliation ^0.0% - - - 24.5% 13 854 (3 400) 10 454 121 + days 42.2% 766 402 (323 681) 442 721 44.0% 803 190 (353 406) 449 784 Services South Africa 33.9% 24 094 (8 158) 15 936 100.0% 1 062 (1 062) - Services International 29.2% 382 317 (111 566) 270 751 30.3% 450 335 (136 507) 313 828 Branded Products 87.9% 62 490 (54 934) 7 556 77.0% 47 075 (36 243) 10 832 Adcock Ingram 26.7% 90 628 (24 166) 66 462 50.9% 48 814 (24 860) 23 954 Freight 15.0% 37 072 (5 550) 31 522 49.8% 24 984 (12 434) 12 550 Automotive 94.4% 20 755 (19 599) 1 156 69.4% 28 141 (19 523) 8 618 Commercial Products 66.8% 148 330 (99 099) 49 231 75.4% 156 271 (117 775) 38 496 Properties 93.8% 649 (609) 40 100.0% 327 (327) - Corporate and investments0.0% 67 - 67 54.0% 200 (108) 92 Segmental reconciliation ^0.0% - - - 9.9% 45 981 (4 567) 41 414 Total 3.3% 16 358 339 (544 513) 15 813 826 3.9% 15 347 677 (600 520) 14 747 157 - - - - - - ^ Refer restatement of comparatives in note 3. * ECL decreased year on year due to increased performance in credit profile of the Group's debtors over time. Ageing of trade receivables at 30 June 50 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 8. Operating assets and liabilities (continued…) 8.7. Trade and other payables 2025 2024 R'000 R'000 Trade payables 9 380 895 9 578 620 Non-interest bearing floorplan creditors 711 678 753 853 Forward exchange contracts liability 18 462 92 009 Derivative liabilities - 46 729 Payables relating to customer contracts 2 160 993 2 200 493 Value added tax liability 1 081 714 1 016 715 Salary and wage related accruals 4 078 820 4 318 050 Adcock Ingram Black Managers Share Trust cash settled share-based payment scheme 35 619 25 134 Adcock Ingram cash settled share-based payment scheme - 22 682 Goods in transit and other stock accruals 825 907 897 826 Operating expense accruals 4 260 511 4 006 532 22 554 599 22 958 643 Trade payables by segment 2025 2024 restated R'000 R'000 Trade payables Services South Africa 604 371 461 599 Services International 1 678 214 1 381 788 Branded Products 953 618 1 133 852 Adcock Ingram 1 232 430 1 111 455 Freight 2 837 571 3 106 354 Automotive 601 599 751 672 Commercial Products 1 369 887 1 373 198 Properties 19 777 6 481 Corporate and investments 83 428 17 725 Segmental reconciliation (refer restatement of comparatives in note 3.) - 234 496 9 380 895 9 578 620 - The periods in which the cash flows associated with the forward exchange contracts are expected to occur are detailed below under the heading 'Settlement'. The periods in which the cash flows are expected to impact the income statement are believed to be in the same time frame as when the actual cash flows occur. The majority of trade and other payables are fixed in the subsidiaries' local currency. Since trade and other payables have limited exposure to exchange rate fluctuations, a currency analysis has not been included. Refer note 11. Risk Management for further disclosure. The Group incurs currency risk as a result of purchases and sales which are denominated in a currency other than the Group entities’ functional reporting currency. It is Group policy that Group entities hedge all trade receivables and trade payables denominated in a foreign currency which differs to its functional currency, no hedge accounting is applied to these transactions. At any point in time the entities also take out economic hedges over their estimated foreign currency exposure resulting from sales and purchases. The Group entities hedge their foreign currency risk exposure either by taking out forward exchange contracts (FECs) or alternatively by purchasing in advance the foreign currency which will be required to settle the trade payables. Most of the forward exchange contracts have maturities of less than one year after the balance sheet date. Where necessary, the forward exchange contracts are rolled over at maturity. It is the Group's policy not to trade in derivative financial instruments for speculative purposes. 51 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 8. Operating assets and liabilities (continued…) 8.7. Trade and other payables (continued…) Forward exchange contracts Foreign Rand amount amount 2025 000's 000's In respect of forward exchange contracts relating to foreign liabilities as at 30 June 2025 Japanese yen July 2025 - October 2025 (2 212 275) (282 837) US dollar July 2025 - September 2025 (9 998) (181 980) Euro July 2025 - September 2025 (2 125) (44 116) Chinese Yuan July 2025 - September 2025 (6 096) (15 302) Other July 2025 - September 2025 (215) (5 166) (529 401) In respect of forward exchange contracts relating to foreign assets as at 30 June 2025 Japanese yen July 2025 - August 2025 546 468 69 273 US dollar July 2025 4 097 74 733 Sterling July 2025 52 1 255 145 261 In respect of forward exchange contracts relating to goods and services ordered not accounted for as at 30 June 2025 Japanese yen July 2025 - September 2025 (80 268) (10 043) US dollar July 2025 - February 2026 (37 735) (686 623) Euro July 2025 - May 2026 (30 019) (620 236) Chinese Yuan July 2025 - September 2025 (1 269) (3 178) Other July 2025 - August 2025 (32) (135) (1 320 215) Foreign Rand amount amount 2024 000's 000's In respect of forward exchange contracts relating to foreign liabilities as at 30 June 2024 Japanese yen July 2024 - October 2024 (2 866 756) (370 508) US dollar July 2024 - December 2024 (16 039) (298 782) Euro July 2024 - September 2024 (3 166) (63 864) Chinese Yuan July 2024 - April 2025 (24 159) (62 988) Other July 2024 - September 2024 (146) (1 317) (797 459) In respect of forward exchange contracts relating to foreign assets as at 30 June 2024 Japanese yen July 2024 - October 2024 1 152 225 131 165 US dollar July 2024 - May 2025 4 951 90 343 Sterling July 2024 116 2 721 224 229 In respect of forward exchange contracts relating to goods and services ordered not accounted for as at 30 June 2024 Japanese yen July 2024 - September 2024 (54 349) (6 873) US dollar July 2024 - June 2025 (39 900) (748 118) Euro July 2024 - April 2025 (32 692) (674 002) Chinese Yuan July 2024 - August 2024 (3 374) (8 480) Other July 2024 - February 2025 (93) (2 130) (1 439 603) Settlement Settlement Contract value Contract value The total value of trade receivables and trade payables whose payment terms are fixed in a foreign currency other than its functional currency are R251 million (2024: R348 million) and R692 million (2024: R844 million), respectively. 52 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 8. Operating assets and liabilities (continued…) 8.8. Provisions 2025 2024 R'000 R'000 Long-term portion 578 380 518 864 Short-term portion 426 541 397 802 1 004 921 916 666 Onerous contracts Business Integration Insurance liabilities Legal claims Other Total R'000 R'000 R'000 R'000 R'000 R'000 Balance at 1 July 2023 13 821 308 473 248 008 572 313 64 385 1 207 000 Created 1 626 18 192 139 745 312 569 17 817 489 949 Utilised (1 110) (92 060) (228 981) (403 877) (27 023) (753 051) Exchange rate adjustments (410) (7 935) - (18 887) - (27 232) Balance at 30 June 2024 13 927 226 670 158 772 462 118 55 179 916 666 Created 1 189 34 744 135 038 279 677 21 554 472 202 Utilised (7 889) (39 957) (140 845) (283 705) (32 805) (505 201) Net acquisition of businesses 14 995 69 304 - - 9 614 93 913 Reclassification of discontinued operations to disposal group - (7 000) - - - (7 000) Exchange rate adjustments 780 11 362 - 22 199 - 34 341 Balance at 30 June 2025 23 002 295 123 152 965 480 289 53 542 1 004 921 - Onerous contracts Business integration Insurance liabilities Legal claims Other Provisions raised to restructure and re-align the Group's operations to reduced demand. Included are provisions for retrenchment arising from s189 (of the Labour Relations Act) notice and consultation processes and other provisions necessary to right-size the business. Onerous contracts are identified through regular reviews of the terms and conditions of contracts as well as on the acquisition of businesses. A provision for onerous contracts is calculated as the present value of the portion which management deem to be onerous in light of the current market conditions, discounted using market-related rates. Insurance liabilities include amounts provided for under IFRS 17: Liability for Incurred Claims, the risk-adjusted present value of expected future cash outflows for claims related to events that have already occurred. The best estimate of these cash flows and a risk adjustment for non-financial risk, representing the uncertainty and cost of fulfilling those claims; and the Liability for Remaining Coverage, which covers future claims from events not yet occurred. Legal claims include provisions raised under IAS37 for the estimated cost of claims not covered by the Group's insurance policies and in certain instances for the cost of claims below the Group's inner deductibles. Legal claims have long lead times and the provision is determined using actuarial assumptions. Included in other is a provision raised for the estimated cost of honouring warranties on certain products sold where the manufacturers' warranty is inadequate or not available, R54 million (2024: R55 million). 53 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 8. Operating assets and liabilities (continued…) 8.9. Lessor accounting Operating lease income 2025 2024 restated R'000 R'000 Fixed lease receipts - continuing operations 144 085 133 293 Other operating lease income - continuing operations 6 693 6 285 150 778 139 578 Undiscounted contractual receipts from operating lease contracts Land and buildings 122 874 282 374 Due in one year 42 625 78 803 Due after one year but within five years 56 953 162 944 Due after five years 23 296 40 627 Equipment and vehicles 40 044 1 178 689 Due in one year 35 247 319 770 Due after one year but within five years 4 797 730 041 Due after five years - 128 878 162 918 1 461 063 Finance lease income restated Finance income on net investment in lease - continuing operations 11 210 10 755 Movement in carrying value of net investment in finance leases Opening balance 2 379 353 1 776 122 Additions 27 315 1 358 465 Reclassification to discontinued operations disposal group assets held-for-sale (2 298 440) - Finance income 11 210 201 065 Receipts (48 788) (956 299) 70 650 2 379 353 Loss allowances raised against investment in finance leases - (43 500) 70 650 2 335 853 Undiscounted contractual receipts from finance lease contracts Equipment and vehicles 81 227 2 855 620 Due in one year 30 969 1 143 669 Due after one year but within five years 50 258 1 676 421 Due after five years - 35 530 81 227 2 855 620 Impact of discounting (10 577) (476 267) 70 650 2 379 353 The Group generates revenues from operating lease and finance lease contracts. Lease revenues accrue from business and office equipment (Konica Minolta), commercial and warehouse properties (Bidvest Properties) and material handling equipment (Bidvest Materials Handling). 54 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 8. Operating assets and liabilities (continued…) 8.10. Segmental operating assets 2025 2024 restated R'000 R'000 Services South Africa 4 230 791 3 723 750 Services International 13 083 173 10 896 352 Branded Products 5 031 377 4 859 857 Adcock Ingram 7 405 037 7 030 069 Freight 9 762 371 9 524 517 Commercial Products 8 275 292 9 063 254 Automotive * 6 810 820 6 280 125 Properties 4 868 899 4 732 277 Corporate and investments 913 544 1 059 594 60 381 304 57 169 795 Inter-group eliminations (1 082 793) (1 197 503) 59 298 511 55 972 292 * restated by R814 million (refer restatement of comparatives in note 3.) Geographic region Southern Africa 48 873 318 47 977 045 International 11 507 986 9 192 750 60 381 304 57 169 795 Reconciliation to total assets Operating assets - continuing operations 59 298 511 55 972 292 Operating assets - segmental reconciliation (refer restatement of comparatives in note 3.) - 8 864 183 Goodwill 27 097 419 19 664 282 Intangible assets 17 231 210 15 490 257 Deferred taxation asset 1 970 143 1 638 858 Currency swap derivative asset 26 790 1 127 020 Taxation 588 787 410 192 Cash and cash equivalents 6 193 638 9 096 654 Disposal group assets held-for-sale 12 183 674 317 781 124 590 172 112 581 519 Operating assets include property, plant and equipment, right-of-use assets, investments, interest in associates and joint ventures, inventories, trade and other receivables and defined benefit pension surplus. 55 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 8. Operating assets and liabilities (continued…) 8.11. Segmental operating liabilities 2025 2024 restated R'000 R'000 Services South Africa 2 963 164 2 628 988 Services International 10 639 483 8 804 820 Branded Products 2 445 167 2 649 481 Adcock Ingram 2 650 077 2 666 867 Freight 4 621 468 5 034 175 Commercial Products 3 256 192 3 638 047 Automotive * 3 098 458 3 125 067 Properties 74 430 67 301 Corporate and investments 367 731 400 044 30 116 170 29 014 790 Inter-group eliminations (1 082 793) (1 197 503) 29 033 377 27 817 287 * restated by R531 million (refer restatement of comparatives in note 3.) Geographic region Southern Africa 20 454 916 21 418 525 International 9 661 254 7 596 265 30 116 170 29 014 790 Reconciliation to total liabilities Operating liabilities - continuing operations 29 033 377 27 817 287 Operating liabilities - segmental reconciliation (refer restatement of comparatives in note 3.) - 9 043 448 Deferred taxation liabilities 5 308 499 4 621 432 Interest bearing borrowings 39 087 821 31 805 322 Vendors for acquisition 24 143 124 918 Taxation 230 403 581 426 Disposal group liabilities held-for-sale 9 491 372 55 654 83 175 615 74 049 487 Operating liabilities include post retirement obligations, trade and other payables and provisions, amounts owed to bank depositors and lease liabilities. 56 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 9. Business combinations, goodwill and intangibles 9.1. Subsidiaries Contribution to non-controlling interests 2025 2024 R'000 R'000 Profit allocated to non-controlling interests Adcock Ingram 303 467 336 666 Non-controlling interests of Adcock Ingram 303 467 336 666 Non-controlling interests of Adcock Ingram subsidiaries - - Other non-controlling interests 68 581 65 971 Total profit allocated to non-controlling interests 372 048 402 637 Accumulated non-controlling interests Adcock Ingram 3 033 902 2 884 478 Non-controlling interests of Adcock Ingram 3 033 957 2 884 522 Non-controlling interests of Adcock Ingram subsidiaries (55) (44) Other non-controlling interests 336 005 323 480 Total accumulated non-controlling interests 3 369 907 3 207 958 The summarised financial information below of Adcock Ingram represents amounts before intergroup eliminations. R'000 R'000 Statement of financial position items Current assets 5 242 015 4 885 785 Non-current assets 3 493 666 3 469 098 Current liabilities (2 546 762) (2 530 348) Non-current liabilities (355 488) (411 759) Non-controlling interests 55 44 Equity attributable to the owners of the company (5 833 486) (5 412 820) Statement of comprehensive income items Revenue 9 760 332 9 643 128 Expenses 8 901 818 8 829 119 Profit for the year 858 514 814 009 Profit attributable to non-controlling interests - - Profit attributable to the owners of the company 858 514 814 009 Other comprehensive income attributable to owners of the company (will not subsequently be reclassified to profit or loss)719 1 271 Other comprehensive income attributable to owners of the company (may subsequently be reclassified to profit or loss)9 922 (72 579) Total comprehensive income for the year 869 155 742 701 Dividends paid to non-controlling interests 11 18 Statement of cash flow items Cash inflow from operating activities 432 434 564 806 Cash outflow from investing activities (283 423) (125 137) Cash outflow from financing activities (133 486) (431 409) Net cash inflow (outflow) 15 525 8 260 A list of the Group's significant subsidiaries, their country of incorporation and principal place of business, the Group's percentage shareholding and an indication of their nature of business is included in Annexure A of these consolidated financial statements. Non-controlling interests in subsidiaries are identified separately from the Group’s equity therein. Non-controlling interest is initially measured at fair value or at the non- controlling interests’ proportionate share of the fair value of the acquiree’s identifiable net assets. The choice of measurement is made on an acquisition-by-acquisition basis. Changes in the Group’s interests in subsidiaries that do not result in a loss of control are accounted for as equity transactions. The carrying amount of the Group’s interests and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributed to the owners of the Company. The Group's effective economic interest in Adcock Ingram is 64,8% (2024: 64,8%). 57 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 9. Business combinations, goodwill and intangibles (continued…) 9.2. Acquisition of businesses, subsidiaries and associates Acquisition of businesses, subsidiaries and associates 2025 2024 R'000 R'000 Property, plant and equipment (420 088) (102 085) Right-of-use assets (229 058) (17 027) Deferred taxation 330 320 134 985 Interest in associates and joint ventures - (81 385) Inventories (315 273) (61 442) Trade and other receivables (871 416) (697 926) Cash and cash equivalents (531 289) (241 711) Borrowings 230 970 129 242 Trade and other payables and provisions 1 419 300 941 020 Lease liabilities 258 460 18 549 Taxation (5 680) 3 781 Intangible assets (2 055 296) (848 422) Net fair value of (assets) liabilities (2 189 050) (822 421) Goodwill (6 949 639) (2 754 709) Non-controlling interest 1 036 - Total value of acquisitions * (9 137 653) (3 577 130) Less: Cash and cash equivalents acquired 531 289 241 711 Vendors for acquisition at beginning of year (124 918) (4 108) Vendors for acquisition at end of year 24 143 124 918 Prepaid in prior year / prepaid acquisitions ^ - 58 500 Costs incurred in respect of acquisitions (298 185) (61 567) Exchange rate adjustments (3 135) 2 812 Net amounts paid (9 008 459) (3 214 864) * Of the CAD 390 million (R5 billion) total consideration paid for Citron Hygiene, CAD 89 million (R1.1 billion) third-party debt was settled prior to change in control becoming effective, consequently these borrowings are not included in net assets acquired when calculating goodwill. The prior settlement of the third-party debt is commercially considered to be part of consideration and therefore classified as part of investing cash flows. Personnel Hygiene Services Limited acquired 100% of the share capital of Countrywide Healthcare Supplies Holdings Limited (Countrywide), effective 1 July 2024 . Countrywide is a specialist supplier of healthcare and janitorial supplies to the United Kingdom care sector focusing on consumables and medical equipment. Countrywide also supplies high quality healthcare furniture and interiors to the care home sector throughout the UK and have completed many turnkey interior design projects over the last 27 years. Countrywide was acquired for GBP 36 million (R817 million) using existing cash resources and facilities. The acquisition facilitates the Group's access to the UK care home sector. (refer note 9.4 for key assumptions regarding fair value of assets and liabilities acquired). Effective 1 July 2024 Bidvest Noonan (UK) Limited acquired 100% of the share capital of the Nexgen Facilities Services (Nexgen) group of companies, comprising principally of Just Ask Estate Services Limited and Nexgen Facilities Services Limited. Just Ask Services is a specialist facilities services supplier, providing services such as cleaning, grounds maintenance and Waking Watch Fire Safety services primarily to public sector housing associations. Nexgen provides concierge and support services to public and private sector organisations across a range of sectors, including education, commercial property, offices, leisure, local government and healthcare. Nexgen has a strong presence in the City of London where it supports prestigious universities such as Royal Holloway and University of Westminster, blue-chip workplaces, managing agents and some of the city's key landmarks. Nexgen was acquired for GBP 56 million (R1.3 billion) using the Group's existing cash resources and facilities. The acquisition advances the Group's entry into the UK public housing facilities management sector and bolsters existing concierge and support services business. ^ Consideration for the acquisition of the Roan Group of companies, Green Home Products, Channel Label Solutions and Printer Distribution Company was paid in June 2023, but the acquisition was effective 1 July 2023. Effective 1 April 2025 The Bidvest Group (UK) PLC acquired 100% of the share capital of the Citron Hygiene Holdings Inc., Hygiene LTIP Inc. and Citron Hygiene GP inc. (Citron Hygiene) for CAD 390 million (R5 billion). Citron Hygiene, a specialist hygiene services company founded in 1974, is headquartered in Toronto Canada and serves approximately 50 000 customer locations from seven branches in Canada, four in the USA and ten in the UK. Through Citron Hygiene, the Group acquires a presence in the North American Hygiene market and benefits from increased scale in the UK. Citron Hygiene was acquired using the Group's existing multi-currency facilities. 58 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 9. Business combinations, goodwill and intangibles (continued…) 9.2. Acquisition of businesses, subsidiaries and associates (continued…) Citron Hygiene NexGen Countrywide WearCheck Other acquisitions Total R'000 R'000 R'000 R'000 R'000 R'000 Identifiable assets and liabilities acquired Property, plant and equipment 59 090 17 525 161 436 59 378 122 657 420 086 Right-of-use assets 165 939 22 395 2 166 11 974 26 584 229 058 Deferred taxation (63 350) (100 547) (44 411) (54 415) (67 597) (330 320) Inventories 75 760 691 59 443 14 373 165 006 315 273 Trade and other receivables 188 940 287 277 109 574 116 688 168 937 871 416 Cash and cash equivalents 99 154 163 651 56 422 51 781 160 281 531 289 Borrowings - - - (2 219) (228 751) (230 970) Trade and other payables and provisions (413 053) (408 036) (181 948) (131 449) (284 813) (1 419 299) Lease liabilities (188 553) (22 358) (2 060) (15 384) (30 105) (258 460) Taxation 2 350 5 567 (5 803) 1 045 2 521 5 680 Intangible assets 890 055 375 806 187 273 229 910 372 252 2 055 296 816 332 341 971 342 092 281 682 406 972 2 189 049 Non-controlling interest - - - (1 036) - (1 036) Goodwill 4 213 225 937 686 474 737 505 384 818 607 6 949 639 Net assets acquired 5 029 557 1 279 657 816 829 786 030 1 225 579 9 137 652 Less: Cash and cash equivalents acquired (99 154) (163 651) (56 422) (51 781) (160 281) (531 289) Net consideration 4 930 403 1 116 006 760 407 734 249 1 065 298 8 606 363 Trade and other receivables stated net of the following loss allowances Expected credit loss allowances (14 713) - (17 656) (5 249) (16 384) (54 002) Contribution to results for the year Revenue 328 488 2 057 449 911 822 480 937 1 208 339 4 987 035 Profit or (loss) 53 842 209 200 91 492 67 140 184 623 606 297 Contribution to results for the year if the acquisitions had been effective on 1 July 2024 Revenue 1 315 098 2 057 449 911 822 480 937 1 676 197 6 441 503 Profit or (loss) 352 902 209 200 91 492 67 140 226 836 947 570 Effective 1 July 2024 Bidvest Services Holdings (Pty) Ltd acquired 100% of the share capital of Synerlytic Group Holdings (Pty) Ltd. Synerlytic Group Holdings (Pty) Ltd (WearCheck) is a group of companies which trade primarily as WearCheck and WearCheck Water Laboratories. WearCheck is a leading condition monitoring specialist operating on the African continent, processing in excess of 800 000 samples per annum. Through its 14 world class laboratories across Africa, the Middle East and India, WearCheck serves the mining, earthmoving, industrial, transport, shipping, aviation and electrical industries through the scientific analysis of used oil, fuels, coolants and greases. WearCheck Water Laboratories provides water testing services including, physico-chemicals, heavy metals, organic, inorganic and microbial water analysis to individuals, water industry consultants, water boards, water treatment companies, mines, wet industries, automotive, Local, Provincial and National Government as well as other laboratories. WearCheck was acquired for R786 million. The Group acquired WearCheck in order to establish a presence in the Testing, Inspection, and Certification (TIC) sector. On 1 September 2024 Bidvest Automotive Holdings (Pty) Ltd acquired 100% of the share capital of SERCO (Pty) Ltd (SERCO). SERCO is a leading South African insulated and dry freight body building company, which employs more than 400 staff at branches in Durban, Johannesburg, Cape Town and Gqeberha. SERCO was acquired for R224 million to broaden the Group's automotive services offering. On 17 April 2025 The Bidvest Group Australia Pty Ltd acquired 100% of the share capital of Egroup Protective Services Group Pty Ltd (Egroup) for AUD 40.5 million (R487 million). Egroup tailors and delivers high quality security and technology solutions to private, corporate, retail and government organisations throughout New South Wales Australia. Egroup compliments the Group's New South Wales services business, BIC Consolidated, providing a broader service offering to a common customer base. The purchase consideration was settled using the Group's existing multi-currency facilities. Goodwill arose on the acquisitions as the anticipated value of future cash flows that were taken into account in determining the purchase consideration exceeded the net assets acquired at fair value. The Directors believe that the goodwill of the acquisitions reflects, the expectation that the businesses will continue to generate new customers over time, the acquired workforce (which is not an identifiable asset for financial reporting purposes), and the growth opportunities. The acquisitions have enabled the Group to expand its range of complementary products and services and, as a consequence, has broadened the Group's base and geographic reach in the market place. The impact of the above acquisitions on the Group’s results can be summarised as follows: Bidvest Automotive Holdings (Pty) Ltd acquired 100% of the share capital of DEKRA Automotive (Pty) Ltd (DEKRA), effective 1 July 2024. DEKRA operates a South African national automotive test centre network of over 43 vehicle inspection test centres with a workforce of over 550 people providing its core products of Certificate of Roadworthiness and Technical Inspection Checks. DEKRA was acquired for R406 million using existing cash resources and facilities. DEKRA was acquired to broaden the Group's automotive services offering and establish a presence in the TIC sector. Effective 1 July 2024 Bidvest Branded Products Holdings acquired 100% of the share capital of Buena Vista Trading 82 (Pty) Ltd t/a Spec Systems (Spec Systems). Spec Systems is a label printer and barcode scanning specialist offering turnkey Auto ID solutions, Self Adhesive labels and Thermal Transfer ribbons throughout Africa. Spec Systems has a South African national footprint offering multiple brands to the market including world class technical support. Spec Systems complements the Group's existing thermal and label printer business Rotolabel, and was acquired for R65 million. (refer note 9.4. for key assumptions regarding fair value of assets and liabilities acquired). 59 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 9. Business combinations, goodwill and intangibles (continued…) 9.3. Proceeds on disposal of interest in subsidiaries and associates, and disposal and closure of businesses 2025 2024 R'000 R'000 Net settlement of other receivables arising on disposal of subsidiaries and associates * 20 052 11 778 Net cash impact 20 052 11 778 Other disposal impact Total R'000 R'000 Identifiable assets and liabilities disposed Net receivable reversed on disposal of subsidiaries and associates (20 052) (20 052) Net proceeds on disposal of businesses, subsidiaries, associates and investments (20 052) (20 052) * The receivable arose on disposal of Ontime Automotive (2021) and is included in trade and other receivables (refer note 8.6. Trade and other receivables). Consideration has now been received in full. The impact of the above disposals on the Group’s results can be summarised as follows: 60 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 9. Business combinations, goodwill and intangibles (continued…) 9.4. Intangible assets Patents, trademarks, tradenames and other intangibles 3 to 20 years or indefinite life Customer relationships 10 to 20 years or indefinite life Computer software 3 to 8 years Impairment of intangible assets 2025 * 2024 Local International Local International Terminal rate (range) 2,5% to 6,0% 4,5% to 4,8% 2,8% to 6,3% 4,7% to 5,1% Pre-tax discount rate (range) 16,5% to 19,4% 15,5% to 15,9% 19,2% to 22,9% 15,5% to 15,9% Growth rate 2,8% to 6,3% 4,4% to 4,5% 3,0% to 6,9% 4,6% to 5,0% * 2025 pre-tax discount rates were impacted by significant decreases in risk free rates. Carrying value of intangible assets 2025 2024 restated R'000 R'000 Patents, trademarks, tradenames and other intangibles 10 942 306 9 918 245 Cost 12 473 510 11 193 788 Accumulated amortisation and impairments (1 531 204) (1 275 543) Customer relationships ^ 6 009 132 5 054 432 Cost 8 076 907 6 589 796 Accumulated amortisation and impairments (2 067 775) (1 535 364) Computer software 237 058 487 338 Cost 1 524 535 1 518 833 Accumulated amortisation and impairments (1 287 477) (1 031 495) Capital work-in-progress 42 714 30 242 17 231 210 15 490 257 ^ represented Amortisation is charged to the income statement on a straight-line basis over the estimated useful lives of intangible assets unless such lives are indefinite. Intangible assets with an indefinite useful life are tested for impairment at each statement of financial position date, intangible assets with definite lives are tested for impairment when events triggering testing occur. Other intangible assets are amortised from the date they are available for use. The estimated useful lives are currently: Useful lives are examined on an annual basis and adjustments, where applicable, are made on a prospective basis. Included in patents, trademarks, tradenames and other intangibles arising on the acquisition of businesses in the current year are indefinite life intangibles. There is no foreseeable limit to the period over which they are expected to generate net cash inflows. These are considered to have an indefinite life, given the strength and durability of the acquired brands and the level of marketing support. The recoverable amounts of the smallest identifiable CGUs or groups of CGUs were determined using the value-in-use method in order to identify impairment of related intangibles. In applying the value-in-use method discounted cash flow calculations were performed over a five year period, net working capital increases were based on expected growth rates in revenue and capex based on maintaining the capital base. Software development costs are capitalised and are stated at cost less accumulated amortisation and accumulated impairment losses. Expenditure on research, internally generated goodwill and brands is recognised in the income statement as an expense as and when incurred. Subsequent expenditure on capitalised intangible assets is capitalised only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure is expensed as incurred. The amortisation and impairment charges are included in operating expenses in the consolidated income statement (refernote 5.7. Profit before finance charges and associate income). 61 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 9. Business combinations, goodwill and intangibles (continued…) 9.4. Intangible assets (continued…) Movement in intangible assets 2025 2024 R'000 R'000 Carrying value at beginning of year 15 490 257 15 388 222 Additions 216 889 167 635 Patents, trademarks, tradenames and other intangibles 119 295 2 242 Customer relationships ^ 66 - Computer software 85 055 153 379 Capital work-in-progress 12 473 12 014 Expenditure 23 721 97 633 Transfers to other categories (11 248) (85 619) On acquisition of businesses 2 055 296 848 422 Patents, trademarks, tradenames and other intangibles 847 630 95 944 Customer relationships ^ 1 207 456 750 199 Computer software 210 2 279 Disposals (3 464) (107) Customer relationships ^ (3 972) - Computer software 508 (107) Reclassification of discontinued operations to disposal group assets held-for-sale (247 059) - Patents, trademarks, tradenames and other intangibles (109) - Customer relationships ^ (5 638) - Computer software (241 312) - Exchange rate adjustments 447 930 (372 822) Patents, trademarks, tradenames and other intangibles 228 405 (173 462) Customer relationships ^ 218 340 (198 148) Computer software 1 185 (1 212) Amortisation (563 062) (540 010) Patents, trademarks, tradenames and other intangibles (11 159) (12 713) Customer relationships ^ (455 975) (407 651) Computer software (95 928) (119 646) Impairment (165 577) (1 083) Patents, trademarks, tradenames and other intangibles (160 000) - Customer relationships ^ (5 577) - Computer software (reversal in prior year) - (1 083) Carrying value at end of year 17 231 210 15 490 257 * Transfers of R11 million (2024: R86 million) were made to Computer software. ^ represented Segmental intangible assets restated Services South Africa 962 480 735 190 Services International 10 560 458 8 893 364 Branded Products 148 479 148 394 Adcock Ingram 4 742 831 4 695 765 Freight 69 519 76 960 Commercial Products 530 278 615 742 Automotive 158 811 15 485 Corporate and investments 58 354 62 299 Segmental reconciliation (refer restatement of comparatives in note 3.) - 247 058 17 231 210 15 490 257 Geographic region Southern Africa 6 745 125 6 672 292 International 10 486 085 8 817 965 17 231 210 15 490 257 62 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 9. Business combinations, goodwill and intangibles (continued…) 9.4. Intangible assets (continued...) Segmental amortisation and impairments of intangible assets 2025 2024 restated R'000 R'000 Services South Africa 18 207 11 370 Services International 451 414 410 832 Branded Products 11 340 13 307 Adcock Ingram 69 374 9 374 Freight 20 966 18 713 Commercial Products 106 539 6 382 Automotive 15 163 5 605 Corporate and investments 35 636 28 019 Segmental reconciliation (refer restatement of comparatives in note 3.) - 37 491 728 639 541 093 Geographic region Southern Africa 284 256 136 684 International 444 383 404 409 728 639 541 093 Indefinite life intangible assets arising on acquisition of subsidiaries and or recognition of subsidiaries: 2025 R'000 R'000 R'000 R'000 R'000 R'000 Bidvest Services South Africa Bidvest Services International Adcock Ingram Bidvest Branded Products Bidvest Commercial Products Bidvest Automotive * Matus brand name 2024 R'000 R'000 R'000 R'000 R'000 R'000 Bidvest Services South Africa Bidvest Services International Adcock Ingram Bidvest Branded Products Bidvest Commercial Products - 60 389 - - - 60 389 Exchange rate adjustments (173 462) - - 479 892 Closing balance 9 538 882 - 115 000 - - - - 115 000 - 4 194 291 - - - - 4 858 024 - (100 000) - - 677 365 - - 228 395 4 194 291 Acquisitions DisposalsCash generating unit 811 035 697 435 Opening balance 113 600 10 518 631 (100 000) 228 395 851 354 - 3 952 264 Cash generating unit Opening balance ImpairmentsAcquisitions - - - - - 115 000 - 4 029 782 95 944 - - 4 194 291 - - - 4 194 291 9 538 882 3 952 264 579 892 697 435 - (173 462) 9 616 400 - Closing balance 697 435 Disposals 579 892 95 944 - - - - - 115 000 Impairments* Exchange rate adjustments 579 892 - 63 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 9. Business combinations, goodwill and intangibles (continued…) 9.4. Intangible assets (continued...) Definite life intangible assets arising on acquisition and or recognition of subsidiaries: 2025 Group of cash generating units R'000 R'000 R'000 R'000 R'000 R'000 R'000 Bidvest Services South Africa Bidvest Services International Adcock Ingram Bidvest Automotive Segmental reconciliation * * refer restatement of comparatives in note 3. Bidvest Services International Bidvest Automotive The fair values of the assets and liabilities have been provisionally determined for the Egroup acquisition and resulted in the identification of definite life customer relationship intangible assets in the amount of AUD 8.3 million (R100 million) and indefinite life brand intangible assets of AUD 9.5 million (R114 million). The MPEEM, using cash flows attributable to the customer related intangible assets was used to value Customer Relationships. Customer relationships were estimated to have RULs of 10 years and an existing customer attrition rate of 20%. Nominal discount rates of between 10.2% and 14.2%, including a premium of 0.25% were applied to forecasted cashflows arising from customer relationships. The Relief from Royalty Method has been utilised to determine the fair value of the Egroup brand, which is well established and therefore concluded to have an indefinite life. The use of a pre-tax royalty rate of 2% was informed by market data for similar transactions with similar profitability to Egroup. A portion of the residual Goodwill is supported by the identified trained and assembled workforce. 92 206 218 487 Impairments - (463 101) 9 182 4 893 859 AmortisationAcquisitions 113 698 - (5 630) 5 056 364 (5 630) 1 203 797 - 98 099 - (12 192) - 116 100 (11 584) - Exchange rate adjustments - Opening balance Reclassified to disposal group 5 630 (5 577) (9 374) 218 487 - 989 598 (429 951) (5 577) The fair values of the assets and liabilities have been determined for the acquisition of Countrywide Healthcare Supplies Holdings Limited (Countrywide) and resulted in the identification of definite life customer relationship intangible assets in the amount of GBP8.1 million (R187 million). The MPEEM, using cash flows attributable to the customer related intangible asset, was used to value Customer Relationships, which were estimated to have RULs of 20 years. An existing customer attrition rate of 10% was applied to forecasted existing customer revenues. A WACC of 13.8%, including a company specific risk premium of 1.5%, was applied in the valuation. No value was assigned to the Countrywide brand. A portion of the residual Goodwill is supported by the identified trained and assembled workforce. The fair values of the assets and liabilities have been determined for the acquisition of the Nexgen Facilities Services (Nexgen) group of companies and resulted in the identification of definite life customer relationship intangible assets for Just Ask Estate Services in the amount of GBP3.8 million (R87 million), definite life customer relationship intangible assets for Nexgen in the amount of GBP3.6 million (R83 million) and indefinite life Brand intangible assets for Just Ask Estate Services of GBP 8.9 million (R205 million). The Multi-Period Excess Earnings Method (MPEEM), using cash flows attributable to the customer related intangible asset, was used to value Customer Relationships, which were estimated to have Remaining Useful Lives (RUL) of 15 years. An existing customer attrition rate of 13.3% was applied to forecasted existing customer revenues. A Weighted Average Cost of Capital (WACC) in a range of 14.7% to 16.7%, including a premium of 0.25%, was applied in the valuation. The Relief from Royalty Method has been utilised to determine the fair value of the Just Ask Estate Services brand, which has been in existence for more than 20 years and therefore concluded to have an indefinite future life. The use of a royalty rate of 2.5% was informed by market data for similar transactions that occurred in the last five years and the profitability of Nexgen. A portion of the residual Goodwill is supported by the identified trained and assembled workforce. The fair values of the assets and liabilities have been determined for the DEKRA Automotive (Pty) Ltd (DEKRA) acquisition and resulted in the identification of definite life non- contractual customer relationship intangible assets in the amount of R50.1 million, contractual customer relationship intangible assets of R9.5 million and right of use of brand intangible assets of R8.4 million. The MPEEM, using cash flows attributable to the customer related intangible assets was used to value Customer Relationships. Non- contractual customer relationships were estimated to have a Remaining Useful Life of 13 years and an existing customer attrition rate of 15%. Contractual customer relationships were estimated to have an RUL of 4 years and existing customer attrition rate of 0%. Discount rates of between 19,3% and 21.5%, which includes a company specific premium of between 0% and 1%, were applied to forecasted cashflows arising from customer relationships. The Relief from Royalty Method has been utilised to determine the fair value of the right to use the DEKRA brand. The Group has the right to use the DEKRA brand in South Africa for a maximum period of 5 years. The use of a pre-tax royalty rate of 1.6% (adjusted for licensing fees payable) was informed by market data for similar transactions with similar profitability to DEKRA. A portion of the residual Goodwill is supported by the identified trained and assembled workforce. The fair values of the assets and liabilities have been determined for the SERCO (Pty) Ltd (SERCO) acquisition and resulted in the identification of definite life customer relationship intangible assets in the amount of R30 million and indefinite life brand intangible assets of R60 million. The MPEEM, using cash flows attributable to the customer related intangible assets was used to value Customer Relationships. Customer relationships were estimated to have RULs of 10 years and an existing customer attrition rate of 20%. Nominal discount rates of between 16.6% and 18.6%, including a spread of 1%, were applied to forecasted cashflows arising from customer relationships. The Relief from Royalty Method has been utilised to determine the fair value of the SERCO brand, which is well established and been in existence since 1981 and therefore concluded to have an indefinite life. The use of a pre-tax royalty rate of 1.5% was informed by market data for similar transactions with similar profitability to SERCO. A portion of the residual Goodwill is supported by the identified trained and assembled workforce. The fair values of the assets and liabilities have been provisionally determined for the Citron Hygiene acquisition and resulted in the identification of definite life customer relationship intangible assets in the amount of CAD 41.6 million (R532 million) and indefinite life brand intangible assets of CAD 28 million (R358 million). The MPEEM, using cash flows attributable to the customer related intangible assets was used to value Customer Relationships. Customer relationships were estimated to have RULs of 13 years and an existing customer attrition rate of 15.4%. Nominal discount rates of between 9.3% and 13.3%, including a premium of 1% were applied to forecasted cashflows arising from the North American customer relationships, similarly rates of between 9.5% and 13.5%, including a premium of 1% were applied to forecasted cashflows arising from the United Kingdom customer relationships. The Relief from Royalty Method has been utilised to determine the fair value of the Citron brand, which was founded in 1974 and therefore concluded to have an indefinite life. The use of a pre-tax royalty rate of 3.5% was informed by market data for similar transactions with similar profitability to Citron Hygiene. The goodwill represents the synergies with the hygiene facilities management businesses in the Group. Closing balance 132 020 - 141 394 5 666 416 - - - - - 6 299 6 004 340 - - 64 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 9. Business combinations, goodwill and intangibles (continued…) 9.4. Intangible assets (continued...) Bidvest Services South Africa 2024 Group of cash generating units R'000 R'000 R'000 R'000 R'000 R'000 Bidvest Services South Africa Bidvest Services International Adcock Ingram Bidvest Automotive Segmental reconciliation * * refer restatement of comparatives in note 3. Bidvest Services International 13 481 (396 580) - - 6 299 - - 141 394 (198 013) 8 063 (1 764) - - The fair values of the assets and liabilities have been determined for the acquisition of Consolidated Property Services (CPS) and resulted in the identification of definite life customer relationship intangible assets in the amount of AUD46 million (R564 million). The Multi-Period Excess Earnings Method (MPEEM), using cash flows attributable to the customer related intangible asset, was used to value Customer Relationships, which were estimated to have a Remaining Useful Life (RUL) of 20 years. An existing customer attrition rate of 10% was applied to forecasted existing customer revenues. A Weighted Average Cost of Capital (WACC) in a range of 11.8% to 13.6%, plus a premium of 0.25%, was applied in the valuation. No value was assigned to the CPS brand. A portion of the residual Goodwill is supported by the identified trained and assembled workforce. 5 056 364 150 768 - 750 199 Amortisation Impairments - (4 299) - The fair values of the assets and liabilities have been determined for the acquisition of Synerlytic Group Holdings (Pty) Ltd. Synerlytic Group Holdings (Pty) Ltd (WearCheck) and resulted in the identification of definite life customer relationship intangible assets in the amount of R116.1 million and indefinite life Brand intangible assets of R113.6 million. The MPEEM, using cash flows attributable to the customer related intangible asset, was used to value Customer Relationships, which were estimated to have a Remaining Useful Life (RUL) of 15 years. An existing customer attrition rate of 13.3% was applied to forecasted existing customer revenues. A WACC in a range of 14.1% to 15.4% was applied in the valuation. The Relief from Royalty Method has been utilised to determine the fair value of the WearCheck brand, which has been in existence for more than 20 years and therefore concluded to have an indefinite future life. The use of a pre-tax royalty rate of 3% was informed by market data for similar transactions that occurred in the last five years and the profitability of WearCheck. A portion of the residual Goodwill is supported by the identified trained and assembled workforce. Exchange rate adjustments (9 374) - 4 738 253 (413 789) (198 013) - 7 402 - (1 772) - - 5 630 4 893 859 9 182 Opening balance Acquisitions Closing balance The fair values of the assets and liabilities have been determined for the Rental Hygiene Services (RHS) acquisition and resulted in the identification of definite life customer relationship intangible assets in the amount of SGD6.5 million (R89 million) and indefinite life Brand intangible assets of SGD7 million (R96 million). The MPEEM, using cash flows attributable to the customer related intangible asset, was used to value Customer Relationships, which were estimated to have an RUL of 15 years. An existing customer attrition rate of 13.5% was applied to forecasted existing customer revenues. A WACC in a range of 10.1% to 11.1%, plus a premium of 0.25%, was applied in the valuation. The Relief from Royalty Method has been utilised to determine the fair value of the Rental Hygiene Services brand, which is well established and has been in existence since 2002 and therefore concluded to have an indefinite future life. The use of a pre-tax royalty rate of 3% was informed by market data for similar transactions with similar profitability to RHS. Included in the intangibles acquired is computer software with a carrying value of SGD163 thousand (R2.2 million) A portion of the residual Goodwill is supported by the identified trained and assembled workforce. Management has assessed the fair values of assets and liabilities acquired in the Robinson Services group of companies. The application of the MPEEM lead to the identification of a customer relationship intangible in the amount of GBP3.7million (R88 million), using a RUL of 10 years, a customer attrition rate of 10% on forecasted existing customer revenues, and a WACC in a range of 9% to 11%. A portion of the residual Goodwill is supported by the identified trained and assembled workforce. Other minor acquisitions resulted in the identification of a further R9 million definite life Customer Relationships, which are estimated to have a Remaining Useful Life (RUL) of 10 years. 4 917 967 750 199 65 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 9. Business combinations, goodwill and intangibles (continued…) 9.5. Goodwill 2025 2024 R'000 R'000 Carrying value at beginning of year 19 664 282 17 424 831 Exchange rate adjustments 618 707 (515 258) On acquisition of businesses 6 949 639 2 754 709 Reclassification of discontinued operations to disposal group assets held-for-sale (135 209) - Carrying value at end of year 27 097 419 19 664 282 The carrying amount of goodwill was allocated to Group segments as follows: R'000 R'000 Services South Africa 2 070 473 1 562 789 Services International 20 936 748 14 354 346 Branded Products 1 271 098 1 100 981 Adcock Ingram 1 303 200 1 303 200 Freight 99 895 99 895 Commercial Products 912 444 912 444 Automotive 476 364 168 221 Properties 27 197 27 197 Segmental reconciliation (refer restatement of comparatives in note 3.) - 135 209 27 097 419 19 664 282 Geographic region Southern Africa 6 475 509 5 624 692 International 20 621 910 14 039 590 27 097 419 19 664 282 2025 Value-in-use Group segment Impairment R'000 Bidvest Services SA - Carry value < recoverable amount Bidvest Services International - Carry value < recoverable amount Bidvest Freight - Carry value < recoverable amount Bidvest Branded Products - Carry value < recoverable amount Bidvest Commercial Products - Carry value < recoverable amount Bidvest Automotive - Carry value < recoverable amount Bidvest Properties - Carry value < recoverable amount * The impact of 1% change in the five year growth rates, terminal growth rate and discount rate on the recoverable amount. ^ 2025 pre-tax discount rates were impacted by significant decreases in risk free rates. 2025 Fair value less cost to sell based on discounted cashflows Group segment Impairment R'000 Adcock Ingram - Carry value < recoverable amount 2,8% to 3,2% 2,5% 18,3%4,0% to 4,5% 4,4% to 4,5% 5,3% to 5,5% 5,1% 4,7% Goodwill acquired through business combinations, is allocated for impairment testing purposes to cash-generating units ("CGU") which reflect how it is monitored for internal management purposes, namely the various segments of the Group. The carrying amount of goodwill was subject to an annual impairment test using the value-in-use and fair value less cost to sell methods. 4,6% 15,7% The recoverable amounts of the Group segments were determined as the higher of the fair value less cost to sell and the value-in-use method using the following inputs: 5,5% No significant impact 19,2% 17,0% 5,0% to 5,6% DCF growth rate Sensitivity *Reasons No significant impact No significant impact 18,7% DCF terminal rate Pre-tax discount rate ^ * The impact of 1% change in the five year growth rates, terminal growth rate and discount rate on the recoverable amount. Sensitivity * No significant impact Reasons 18,1% DCF growth rate DCF terminal rate Pre-tax discount rate 6,0% to 6,3% 6,0% 16,7% No significant impact 5,5% to 5,7% 17,7% No significant impact No significant impact5,5% No significant impact 5,6%5,5% to 5,8% 66 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 9. Business combinations, goodwill and intangibles (continued…) 9.5. Goodwill (continued…) 2024 Value-in-use Group segment Impairment R'000 Bidvest Services SA - Carry value < recoverable amount Bidvest Services International - Carry value < recoverable amount Bidvest Freight - Carry value < recoverable amount Bidvest Branded Products - Carry value < recoverable amount Bidvest Commercial Products - Carry value < recoverable amount Bidvest Automotive - Carry value < recoverable amount Bidvest Properties - Carry value < recoverable amount * The impact of 1% change in the five year growth rates, terminal growth rate and discount rate on the recoverable amount. ^ 2024 pre-tax discount rates were impacted by significant increases in risk free rates. 2024 Fair value less cost to sell based on discounted cashflows Group segment Impairment R'000 Adcock Ingram - Carry value < recoverable amount 10. Cash and cash equivalents and interest bearing borrowings 10.1. Net finance charges 2025 2024 restated R'000 R'000 Finance income 194 223 204 252 Interest income on other advances 147 013 107 505 Interest income on finance lease 11 210 10 755 Interest income on bank balances 7 894 45 023 Interest imputed on post-retirement assets 28 106 40 969 Finance charges (2 941 305) (2 696 303) Interest expense on bank overdrafts (240 057) (314 647) Interest expense on listed bonds and commercial paper (607 079) (504 729) Interest expense on Eurobond (384 065) (542 647) Interest on lease liabilities (480 819) (432 766) Interest expense on vehicle lease creditors and floorplan creditors (77 498) (143 831) Interest expense on syndicated multicurrency facility and other borrowings (995 056) (589 059) Interest imputed on post-retirement obligations (5 821) (6 542) Dividends on preference shares included in borrowings (156 061) (164 092) Less borrowing costs capitalised to property, plant and equipment ** 5 151 2 010 (2 747 082) (2 492 051) Sensitivity * 19,4% ** The applicable weighted average interest rate is used to determine the amount of borrowing costs eligible for capitalisation. No significant impact DCF growth rate 4,9% 19,4% 3,0% to 3,3% 2,8% 5,8% DCF terminal rate * The impact of 1% change in the five year growth rates, terminal growth rate and discount rate on the recoverable amount. No significant impact 5,8% 20,8% No significant impact 18,2% 15,7% 5,4% 20,6% Sensitivity * The recoverable amounts of the Group segments were determined as the higher of the fair value less cost to sell and the value-in-use method using the following inputs: (continued…) 5,7% to 6,9% 5,8% 18,7% 5,9% to 6,4% No significant impact Reasons 4,6% to 5,0% 4,9% 6,3% to 6,5% 6,3% 20,1% No significant impact No significant impact Pre-tax discount rate Reasons 5,3% to 6,4% Pre-tax discount rate ^ No significant impact No significant impact 5,6% to 5,9% 4,3% to 5,2% DCF growth rate DCF terminal rate 67 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 10. Cash and cash equivalents and interest bearing borrowings (continued…) 10.1. Net finance charges (Continued…) Reconciliation to consolidated cashflow statement 2025 2024 restated R'000 R'000 Charge per income statement (2 941 305) (2 696 303) Amounts capitalised to borrowings 267 661 114 672 Amounts capitalised to lease liabilities 33 499 26 700 Amounts capitalised to property, plant and equipment (5 151) (2 010) Amounts paid (2 645 296) (2 556 941) Income per income statement 194 223 204 252 Accrued interest on retirement fund surplus (22 285) (34 427) Amounts received 171 938 169 825 10.2. Cash and cash equivalents R'000 R'000 Cash on hand and at bank Banking, Insurance and other financial operations 433 263 3 261 759 Other Group operations 5 760 375 5 834 895 Cash on hand and at bank 6 193 638 9 096 654 Banking, Insurance and other financial operations - 220 623 Other Group operations 195 838 199 897 Total reserving requirements 195 838 420 520 Amounts included in cash on hand and at bank relating to customer contracts 10 791 6 501 Credit rating Credit rating South African banks Short-term Long-term International banks Short-term Long-term P-Standard Bank South Africa P-1.za Baa3 Barclays Bank P-1 A1 Nedbank P-1.za Baa3 National Westminster Bank P-1 A1 ABSA Bank P-1.za Baa3 Standard Charter Bank P-1 A1 FirstRand Bank P-1.za Baa3 Bank of America Europe D.A.C. P-1 Aa2 Investec Bank P-1.za Baa3 BNP Paribas P-1 A2 Citibank P-1 Aa3 Amounts included in cash on hand and at bank relating to banking and insurance subsidiaries where the balances form part of the reserving requirements as required by the Financial Services Act: The Group conducts business with the following major banks: For the purpose of the statement of cash flows, cash and cash equivalents comprise cash on hand, deposits held on call with banks net of bank overdrafts all of which are available for use by the Group unless otherwise stated. 68 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 10. Cash and cash equivalents and interest bearing borrowings (continued…) 10.3. Borrowings 2025 2024 R'000 R'000 13 945 30 125 Unsecured borrowings 37 454 050 29 278 674 Bonds 15 048 570 20 791 684 Cumulative redeemable preference shares 2 993 671 2 121 452 Syndicated Multicurrency facilities 17 911 427 5 591 630 Other borrowings 1 500 382 773 908 Floorplan creditors secured by pledge of inventories (refer note 8.5. Inventories) 735 025 1 199 350 Borrowings 38 203 020 30 508 149 Bank overdrafts 884 801 1 297 173 Total borrowings 39 087 821 31 805 322 Less short-term portion of borrowings (5 336 113) (5 959 597) Long-term portion of borrowings 33 751 708 25 845 725 Schedule of repayment of borrowings Year to June 2025 - 4 662 424 Year to June 2026 4 451 312 1 120 465 Year to June 2027 11 240 736 23 068 356 Year to June 2028 19 346 972 904 Year to June 2029 1 656 000 1 656 000 Thereafter 1 508 000 - 38 203 020 30 508 149 Financial debt covenants Total borrowings comprise R'000 R'000 Borrowings 38 203 020 30 508 149 Local subsidiaries 11 648 959 9 447 688 Foreign subsidiaries 26 554 061 21 060 461 Overdrafts 884 801 1 297 173 Local subsidiaries 877 168 1 297 173 Foreign subsidiaries 7 633 - 39 087 821 31 805 322 Effective weighted average rate of interest on % % Local borrowings excluding overdrafts 8,2% 9,3% Foreign borrowings excluding overdrafts 5,2% 4,5% The Group is required to ensure that for each measurement period which occurs prior to the Interim Discharge Date: The Net Debt to EBITDA ratio shall be less than 3:1 (three to one); and the Net Interest Cover Ratio shall be greater than 3,5:1 (three comma five to one). At the first measurement period (31 December 2024) Net Debt to EBITDA was 2,0:1 (2024: 2,0:1) and the Net Interest Cover Ratio was 6,4:1 (2024: 7,3:1); at the second measurement period (30 June 2025) Net Debt to EBITDA was 2,2:1 (2024: 1,7:1) and the Net Interest Cover Ratio was 6,1:1 (2024: 7,0:1). The covenant measurement requirements are expected to be met in the foreseeable future. Loans secured by lien over certain property, plant and equipment (refer note 8.1. Property, plant and equipment) 69 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 10. Cash and cash equivalents and interest bearing borrowings (continued…) 10.3. Borrowings (continued…) Fair value of borrowings Carrying amount Fair value Carrying amount Fair value R'000 R'000 R'000 R'000 Southern Africa 12 668 285 12 689 552 11 002 998 11 033 282 Loans secured by lien over certain property, plant and equipment 8 321 8 321 10 562 10 562 Unsecured loans 11 047 771 11 069 038 8 495 913 8 526 196 Floor plan creditors secured by pledge of inventories 735 025 735 025 1 199 350 1 199 350 Bank overdrafts 877 168 877 168 1 297 173 1 297 173 United Kingdom and Europe 24 657 648 24 498 643 20 782 761 19 664 664 Unsecured loans and bonds 24 650 015 24 491 010 20 782 761 19 664 664 Bank overdrafts 7 633 7 633 - - Australia 5 624 5 624 19 563 19 563 Loans secured by lien over certain property, plant and equipment 5 624 5 624 19 563 19 563 Canada 1 756 264 1 756 264 - - Unsecured loans and bonds 1 756 264 1 756 264 - - 39 087 821 38 950 083 31 805 322 30 717 509 Unrecognised gain 137 738 1 087 814 The methods used to estimate the fair values of financial instruments are discussed in note 4.4. Determination of fair values. 2025 2024 Terms and debt repayment schedule Currency Nominal interest rate Financial year of maturity Carrying value Nominal interest rate Carrying value % R'000 % R'000 Terms and conditions of outstanding loans were: Borrowings of local subsidiaries 11 648 959 9 447 688 ZAR 10,5 - 14,5 2026 - 2028 8 321 15,3 - 15,5 10 562 Bonds ZAR 8,2 - 8,8 2026 - 2032 6 553 718 9,5 - 10,5 6 198 458 Cumulative redeemable preference shares ZAR 7,0 - 7,2 2026 - 2028 2 993 671 7,6 - 7,8 2 121 452 Other unsecured borrowings ZAR 8,0 2026 1 500 382 8,3 - 9,1 156 003 Floorplan creditors secured by pledge of inventoriesZAR 8,8 - 10,8 2026 592 867 10,0 - 11,3 961 213 - - Borrowings of foreign subsidiaries 26 554 061 21 060 461 AUD 3,0 - 5,2 2028 5 624 3,0 - 5,2 19 563 Bonds USD 3,7 2027 8 494 852 3,7 14 593 226 Floorplan creditors secured by pledge of inventoriesZAR 10,8 2026 79 502 13,3 137 603 NAD 8,5 - 10,5 2025 62 656 9,5 - 11,5 100 534 Revolving credit facilities GBP 6,5 - 6,7 2027 9 679 968 7,8 2 352 202 EUR 4,2 2027 3 446 553 6,0 3 239 428 AUD 6,0 2028 2 315 670 - - CAD 5,3 2028 1 756 264 - - USD 6,7 2028 712 972 - - Other unsecured borrowings GBP - 4,0 597 905 NAD - 10,0 20 000 Total interest bearing borrowings 38 203 020 30 508 149 - - Loans secured by lien over certain property, plant and equipment Loans secured by lien over certain property, plant and equipment The interest rates used to discount cash flows, in order to determine fair values, are based on market related rates at 30 June 2025 plus an adequate constant credit spread, 5.3% for North America, between 3,0% and 5,2% for Asia Pacific, between 3,6% and 6,8% for Europe and between 7,0% and 14,5% for Southern Africa (2024: 3,0% and 5,2% for Asia Pacific, between 3,6% and 7,8% for Europe and between 7,8% and 15,5% for Southern Africa). 2025 The fair value of borrowings, together with the carrying amounts shown in the statement of financial position, classified by geographical location, are as follows: 2024 The expected maturity dates are not expected to differ from the contractual maturity dates. 70 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 10. Cash and cash equivalents and interest bearing borrowings (continued…) 10.3. Borrowings (continued…) Undrawn facilities 2025 2024 R'000 R'000 The Group has the following undrawn facilities at its disposal to further reduce liquidity risk: Unsecured bank overdraft facility, reviewed annually 13 831 974 10 462 265 Utilised 884 801 1 297 173 Unutilised 12 947 173 9 165 092 Unsecured loan facility with various maturity dates through to 2028 36 155 139 35 351 229 Utilised 30 900 332 23 080 216 Unutilised 5 254 807 12 271 013 Secured loan facilities with various maturity dates through to 2026 and which may be extended by mutual agreement3 765 836 3 720 374 Utilised 748 970 1 229 475 Unutilised 3 016 866 2 490 899 Other banking facilities 2 266 205 3 200 911 Utilised (indirect) 13 945 12 274 Unutilised 2 252 260 3 188 637 Unsecured Domestic Medium Term Notes Programme 12 000 000 12 000 000 Utilised 6 553 718 6 198 458 Unutilised 5 446 282 5 801 542 Total facilities 68 019 154 64 734 778 Utilised 39 087 821 31 805 322 Utilised (indirect) 13 945 12 274 Unutilised 28 917 388 32 917 182 10.4. Net debt reconciliation Cash and cash equivalents 6 193 638 9 096 654 Borrowings (38 203 020) (30 508 149) Bonds (15 048 570) (20 791 684) Cumulative redeemable preference shares (2 993 671) (2 121 452) Syndicated Multicurrency facilities (17 911 427) (5 591 630) Other borrowings (1 514 327) (804 033) Interest bearing floor plan creditors (735 025) (1 199 350) Overdraft facilities (884 801) (1 297 173) Net borrowings (32 894 183) (22 708 668) Cash and cash equivalents 6 193 638 9 096 654 Gross borrowings at fixed interest rates (8 500 857) (14 613 155) Gross borrowings at variable interest rates (30 586 964) (17 192 167) Net borrowings (32 894 183) (22 708 668) - - - - Movement in gross borrowings Opening balance (30 508 149) (26 663 706) Cash outflow 13 899 526 1 637 505 Cash inflow (21 172 164) (5 640 817) Movement in Interest bearing floor plan creditors (supplier finance arrangements) * 464 325 (365 300) Capitalised interest (267 661) (116 755) Net acquisitions (230 970) (129 242) Reclassification of discontinued operations to disposal group liabilities held-for-sale 20 987 - Discount to nominal value and currency exchange gain on repurchase of US dollar denominated EURO bonds 114 034 - Currency valuation adjustment (refer currency swap contracts in note 11.4 Market risk) 854 470 (80 955) Foreign exchange translation adjustment (1 377 418) 851 121 Closing balance (38 203 020) (30 508 149) * The movement in the supplier finance arrangement, Interest bearing floor plan creditors, has been included in Cashflows from operating activities (Changes in working capital). 71 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 11. Risk management 11.1. Risk management overview The primary purposes of the Group Risk Committee are: ● to identify the risk profile and agree the risk appetite of the Group; ● to satisfy the risk management reporting requirements; ● to coordinate the Group’s risk management and assurance efforts; ● to report to the Board of Directors on the company’s process for monitoring compliance with laws and regulations. The Group Risk Committee has documented a formal policy framework in order to achieve the following: ● To place accountability on management for designing, implementing and monitoring the process of risk management; ● to place responsibility on management for integrating the risk management process into the day-to-day activities and operations of the Group; and ● to ensure that the risk strategy is communicated to all stakeholders so that it may be incorporated into the culture of the Group. To assist the Group Risk Committee in discharging its responsibilities, it has: ● Assigned risk management responsibilities to Divisional / Operational Risk Committees; and The role of the risk officer is to develop, communicate, co-ordinate and monitor the enterprise-wide risk management. The Group's major financial risks are mitigated in the way that it operates firstly through diversification of industry and secondly through decentralisation. Bidvest is an international group with operations in South Africa, United Kingdom, Republic of Ireland, Spain, Australia, Singapore, Namibia, Canada, United States of America and various other Southern African countries. The Group also comprises a variety of businesses within the services, trading and distribution industries. As a result of this diversification in terms of industry, the Group is exposed to a range of financial risks, each managed in appropriate ways. However, the impact of any one particular financial risk within any of these industries, is not considered to be material to the Group. The Group has exposure to the following risks from its use of financial instruments: credit risk; liquidity risk; foreign currency risk; interest rate risk and market price risk. This note presents information about the Group's exposure to each of the aforementioned risks, the Group's objectives, policies and processes for measuring and managing risk, and the Group's management of capital. IFRS 7 requires certain disclosures by class of instrument which the Group has determined would be the segments as disclosed in the notes accompanying these financial statements. The Group has operations trading in the banking, short-term insurance and life assurance industries (Bidvest Automotive and discontinued operations refernote 14 Discontinued operations and disposal group held-for-sale). These operations are exposed to financial risks which are unique to these industries and differ significantly to the remainder of the Group's operations operating within the services, trading and distribution sectors. Whilst the financial risks to which these particular operations are exposed could have a significant effect on the individual operations, they would not have a significant impact on the Group. For this reason, the information provided below mainly provides qualitative and quantitative information regarding the management and exposure to financial risks to which the trading operations of the Group are exposed based on what is believed to be useful to shareholders. Bidvest Bank Limited (discontinued operation) is a public company for which financial statements are prepared including detailed disclosure in accordance with the requirements of IFRS 7. The Bidvest Group has, due to the diversity of its operations in nature and geography, determined that it would be better to develop an in-house strategy, as opposed to adopting a recognised strategy and forcing its operations to adapt to the constraints of the strategy selected. The Group has determined that utilising a common framework for the identification of risk would assist the divisions to reduce the implementation time and cost and would give some assurance that all inherent risks have been considered. 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 Group 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 responsibilities. ● To establish and maintain a common understanding of the risk universe (framework), which needs to be addressed in order to meet Bidvest Corporate objectives; ● to report to the Board of Directors on the risk management work undertaken and the extent of any action taken by management to address areas identified for improvement; ● determined that each division should appoint risk / compliance officers on a divisional (operational) level as nominated by the Divisional Risk Committees. The Group's philosophy has always been to empower management through a decentralised structure thereby making them responsible for the management and performance of their operations, including managing the financial risks of the operation. The operational management report to divisional management who in turn report to the Group's Board of Directors. The divisional management are also held responsible for managing financial risks of the operations within the divisions. Operational management's remuneration is based on their operation's performance and divisional management based on their division's performance resulting in a decentralised and entrepreneurial environment. Due to the diverse structure and decentralised management of the Group, the Group Risk Committee has implemented guidelines of acceptable practices and basic procedures to be followed by divisional and operational management. The information provided below for each financial risk has been collated for disclosure based on the manner in which the business is managed and what is believed to be useful information for shareholders. The total process of risk management in the Bidvest Group, which includes the related system of control, is the responsibility of the Board of Directors. The Group Risk Committee has been constituted as a committee of the Group Board of Directors in the discharge of its duties and responsibilities in this regard. The Group Risk Committee has a charter and reports regularly to the Board of Directors on its activities. 72 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 11. Risk management (continued…) 11.1. Risk management overview (continued…) 11.2. Credit risk Risk profile of trade receivables 2025 2025 2024 2024 Gross trade Expected Gross trade Expected receivables credit losses receivables credit losses R'000 R'000 R'000 R'000 New customers (less than six months) 696 468 (10 113) 658 260 (37 865) Existing customers (greater than six months) with no defaults in the past 12 410 432 (244 963) 11 705 087 (233 469) Existing customers (greater than six months) with some defaults in the past 3 251 439 (289 437) 2 984 330 (329 186) 16 358 339 (544 513) 15 347 677 (600 520) 11.3. Liquidity risk The Group has a general credit policy of only dealing with creditworthy counterparties and obtaining sufficient collateral, where appropriate, as a means of mitigating the risk of financial loss from defaults. In accordance with the decentralised structure, the operational management, under the guidance of the divisional management, are responsible for implementation of policies to meet the above objective. This includes credit policies under which new customers are analysed for credit worthiness before the operation's standard payment and delivery terms and conditions are offered, determining whether collateral is required, and if so the type of collateral to be obtained, and setting of credit limits for individual customers based on their references and credit ratings. Certain operations in the Group have a policy of taking out credit insurance to cover a portion of their risk. Operational management are also held responsible for monitoring the operations' credit exposure. The carrying amount of financial assets recorded in the financial statements, which is net of impairment losses, represents the Group's maximum exposure to credit risk after taking into account the value of any collateral obtained. The carrying values, net of loss allowances, amount to R15 808 million (2024: R14 747 million) for trade receivables (refer note 8.6. Trade and other receivables). The Group manages its borrowings centrally for each of the following countries and regions: South Africa; United Kingdom; Europe; Namibia, Australia, Singapore and the United States. The divisions within each region are therefore not responsible for the management of liquidity risk but rather senior management for each of these regions are responsible for implementing procedures to manage the regional liquidity risk. Impairments of investments classified at amortised cost, and at fair value through other comprehensive income; and at fair value through profit or loss are written off against the investment directly and an impairment loss allowance account is not utilised. Each division has its own Audit Committee, which subscribes to the same philosophies and practices as the Group Audit Committee. The Divisional Audit Committees report to both the Divisional Board and the Group Audit Committee. The Group Audit Committee reviews the Divisional Audit Committee reports. The Divisional Audit Committees oversee how divisional management monitors compliance with the Group's policies and guidelines in respect of the financial reporting process, the system of internal control, the management of financial risks, the audit process (both internal and external) and code of business conduct. The Divisional Audit Committees are assisted in their oversight role by the Group's internal audit department. Divisional internal audit undertakes both regular and ad hoc reviews of financial and operational risk management controls and procedures, the results of which are reported to the relevant Divisional Audit Committee. The loss allowance account in respect of trade receivables and banking advances are used to record impairment losses unless the Group is satisfied that no recovery of the amount owing is possible; at that point, the amount which is considered irrecoverable is written off directly against the respective assets. Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. 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. 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, and arises principally from the Group's receivables from customers, banking advances, investments and guarantees. The Group Risk Committee with the assistance of internal audit has implemented a "Delegation of authority matrix" which provides guidelines by division, as to the level of authorisation required for various types of transactions. Through the Divisional Risk Committees, each division has a forum for the discussion and identification of risks relevant to the particular division. Only risk matters that affect the Group as a whole are escalated to the Group Risk Committee. The minutes of the Divisional Risk Committees are submitted to the Group Risk Committee. 73 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 11. Risk management (continued…) 11.3. Liquidity risk (continued…) Contractual maturities of financial liabilities, including interest payments and excluding the impact of netting agreements 2025 Carrying amount Total 0 - 12 months 1 -2 years 2 - 5 years More than 5 years R'000 R'000 R'000 R'000 R'000 R'000 5 496 503 7 629 384 2 089 067 2 183 075 2 050 005 1 307 237 Borrowings (refer note 10.3.) 13 945 15 180 10 385 4 185 610 - Unsecured loans 37 454 050 42 828 059 5 498 070 13 009 375 23 514 458 806 156 735 025 735 025 735 025 - - - Bank overdrafts* 884 801 884 801 884 801 - - - 44 584 324 52 092 449 9 217 348 15 196 635 25 565 073 2 113 393 Trade and other payables (refer note 8.7.) Forward exchange contracts 18 462 1 849 616 1 849 616 - - - 22 536 137 22 536 137 22 536 137 - - - 22 554 599 24 385 753 24 385 753 - - - 2024 Carrying amount Total 0 - 12 months 1 -2 years 2 - 5 years More than 5 years R'000 R'000 R'000 R'000 R'000 R'000 5 105 005 7 429 872 1 798 734 1 915 652 2 102 534 1 612 952 Borrowings (refer note 10.3.) 30 125 34 718 20 471 9 458 4 789 - Unsecured loans 29 278 674 33 406 403 4 874 098 2 488 438 26 043 867 - 1 199 350 1 199 965 1 199 965 - - - Bank overdrafts 1 297 173 1 297 173 1 297 173 - - - 36 910 327 43 368 131 9 190 441 4 413 548 28 151 190 1 612 952 Trade and other payables (refer note 8.7.) Forward exchange contracts 92 009 2 237 062 2 237 062 - - - 22 866 634 22 866 634 22 866 634 - - - 22 958 643 25 103 696 25 103 696 - - - Amounts owed to bank depositors (refer note 14.) Call deposits 5 148 104 5 198 905 5 198 905 - - - Fixed and notice deposits 2 752 359 2 841 053 2 841 053 - - - 7 900 463 8 039 958 8 039 958 - - - Loans secured by lien over certain property, plant and equipment There were no defaults or breaches of any of the borrowing terms or conditions. Undiscounted contractual cash flows Trade and other payables (excluding forward exchange contracts) Floorplan creditors secured by pledge of inventories and bonded property Trade and other payables (excluding forward exchange contracts) Undiscounted contractual cash flows Floorplan creditors secured by pledge of inventories and bonded property * Bank overdrafts are repayable on demand and are integral to the entities cash management. The bank overdraft balance often fluctuates from being positive to overdrawn. Loans secured by lien over certain property, plant and equipment The expected maturity of financial liabilities is not expected to differ from the contractual maturities as disclosed above. Lease liabilities (refer note 8.2.) Lease Liabilities (refer note 8.2.) 74 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 11. Risk management (continued…) 11.4. Market risk Foreign currency risk Interest rate risk At the reporting date the interest rate profile of the Group's interest bearing financial instruments was: 2025 2024 R'000 R'000 Fixed rate instruments Financial assets Fair value through other comprehensive income equity / debt instruments - 2 241 661 Fair value through profit or loss equity / debt instruments 964 120 915 043 Fair value through profit or loss bonds 140 412 117 493 Banking and other advances - 330 136 Derivative instruments in designated hedge accounting relationships* 26 790 1 175 008 Financial liabilities Borrowings * (8 500 857) (14 613 155) Amounts owed to bank depositors - (2 759 740) Derivative instruments in designated hedge accounting relationships - (46 729) Variable rate instruments Financial assets Cash and cash equivalents 6 193 638 9 096 654 Banking and other advances - 3 793 843 Financial liabilities Borrowings * (29 702 163) (15 894 994) Amounts owed to bank depositors - (5 140 723) Overdrafts (884 801) (1 297 173) The Group's exposure to interest rates on financial assets and liabilities are detailed in the various notes within the financial statements. The variable rates, linked to SA prime rate, JIBAR (3 month), EURIBOR, SONIA, SOFR and BBSW, are influenced by movements in the contractual borrowing rates. Sensitivity analysis It is estimated that a 1% (2024: 0,5%) increase in interest rates would decrease profit after tax by R138 million (2024: R23 million). This sensitivity analysis has been prepared using the average net borrowings for the financial year as the actual net borrowings at 30 June are not representative of the net borrowings during the year. This analyses assumes that all other variables, in particular foreign currency rates, remain constant. The analyses are performed on the same basis as 2024. A decrease in interest rates would have an equal and opposite effect on profit after taxation. The effect of a change in interest rate on the fair value of the listed bonds accounted for at amortised cost and fair value through profit or loss is not believed to have a significant effect on the Group's profit for the year and equity. Other than the five year USD fixed coupon bond described incurrency swap contractsborrowings are matched to the same foreign currency as the division raising the loan thereby limiting the divisions' exposure to changes in a foreign currency which differs to their functional currency. Other than interest payable on the five year USD fixed coupon bond described in currency swap contracts, interest on borrowings is denominated in currencies that match the cash flows generated by the underlying divisions of the Group thereby providing an economic hedge for each class of borrowing. Changes in the fair value of forward exchange contracts that economically hedge monetary assets and liabilities in foreign currencies (in relation to the operations' functional currency) and for which no hedge accounting is applied are recognised in the income statement. Both the changes in fair value of the forward exchange contracts and the foreign exchange gains and losses relating to the monetary items are recognised in operating profit (refer note 5.7. Profit before finance charges and associate income). The Group's financial instruments are not significantly exposed to currency risk other than borrowings (refer currency swap contracts below). The Group is exposed to interest rate risk as it borrows funds at both fixed and floating interest rates. This risk is managed by maintaining an appropriate mix between fixed and floating borrowings and by the use of interest rate swap contracts. The Group's investments in listed bonds, accounted for as fair value through other comprehensive income and fair value through profit or loss financial assets, banking advances and liabilities are exposed to a risk of change in fair value due to movements in interest rates. Investments in equity securities accounted for as held for trading financial assets and trade receivables and payables are not exposed to interest rate risk. * Refer note 11.4 Market Risk Derivatives and hedging for details regarding the reduction in fixed rate borrowings and note 9.2 Acquisition of businesses subsidiaries and associates for details regarding the further increase in variable rate borrowings. Market risk is the risk that changes in market price, such as foreign exchange rates, interest rates and equity prices will affect the Group's income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return on risk. 75 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 11. Risk management (continued…) 11.4. Market risk (continued…) Derivatives and hedging Currency swap contracts Designated hedged instrument (5 years) Eurobond Principal Bond and Swap notional value - USD'000 478 000 Bond issue date, swap start date 23 September 2021 Bond redemption date, swap termination date 23 September 2026 Swap rate GBP / USD 1,38 Fixed swap rate, including spread 3,73% Interest settlement periods Biannually An economic relationship means that the hedging instrument and hedged item have values that generally move in the opposite direction because of the same hedged risk. The Group determines whether an economic relationship exists between the cash flows of the hedged item and hedging instrument based on an evaluation of the qualitative characteristics considering whether the critical terms of the hedged item and hedging instrument closely align when assessing the presence of an economic relationship. The Group further evaluates whether the cash flows of the hedged item and the hedging instrument respond similarly to the hedged risk. The following are potential sources of hedge ineffectiveness: ● At inception of the hedging relationship, the fair value of the hedging instrument is not zero; ● prepayment risk inherent in the underlying hedged item; and ● a significant change in the credit risk of Group or the counterparty during the period of the hedge. Certain derivatives are designated as hedging instruments in respect of foreign currency risk in cash flow hedging relationships. At the inception of the hedge relationship, the relationship between the hedging instrument and the hedged item is documented, along with its risk management objectives and its strategy for undertaking various hedge transactions. Furthermore, at the inception of the hedge and on an ongoing basis, it is documented as to whether the hedging instrument is effective in offsetting changes in fair values or cash flows of the hedged item attributable to the hedged risk, which is when the hedging relationships meet hedge effectiveness requirements. The critical terms of the hedging instrument and the hedged item designated in this hedging relationship are expected to match, specifically in relation to: ● The notional amount of the designated hedging instrument and principal amounts of the exposure being hedged; ● hedged currency exposure (e.g. the USD leg of the cross-currency swaps match the USD interest and principal cash flows arising from the hedged exposure); ● interest / coupon calculation methodologies; ● payment dates; and ● maturity date. If a hedging relationship ceases to meet the hedge effectiveness requirement relating to the hedge ratio but the risk management objective for that designated hedging relationship remains the same, the hedge ratio of the hedging relationship (i.e. rebalances the hedge) is adjusted so that it meets the qualifying criteria again. The Group makes use of fixed-for-fixed, USD / GBP pair, cross currency swaps (CCS) in order to mitigate and hedge Group currency risk. The designated hedged instrument is a US$-denominated Reg S / 144A senior unsecured five-year bond of USD 478 million (2024: USD 800 million) at a fixed coupon rate of 3.625%, issued by The Bidvest Group (UK) Plc and guaranteed by The Bidvest Group Limited. The primary purpose of the bond is to secure long term funding for the Group's foreign acquisitions, whose functional currencies are GBP. The Board of Directors concluded that an effective cashflow hedging relationship exists and IFRS 9 hedge accounting has been applied. As a result of the above, changes in cash flows attributable to the risk being hedged (variability in the designated currency exposure) should be likely to offset against changes in cash flows attributable to the hedging instrument and thereby, achieve the Group’s hedge objective, from an economic perspective. In the normal course of business, the Group faces significant financial market risks. To manage these risks the Group may enter into hedging contracts and agreements within consistent and prudent hedging principles in order to achieve specific financial objectives. One of the identified financial market risks is currency risk, which is the risk that cash flows will be adversely impacted due to changes in exchange rates. The Group will enter into hedging transactions solely for the purpose of hedging its exposure to financial market fluctuations and no active speculation is permitted. On 16 October 2024 The Bidvest Group UK PLC made a successful tender offer to repurchase USD 322 million of the USD 800 million senior unsecured 5 year bonds listed on the London Stock Exchange (LSE). The repurchase was settled on 1 November 2024 for USD 316.4 million (R5.5 billion), a 1.75% discount to par value equating to USD 5.6 million (R99 million). The tender offer was financed by a GBP 230 million (R5.2 billion) draw-down of the Group's existing multi-currency revolving credit facility (MRCF). As a consequence of the successful tender offer the hedging relationship on CCSs with a nominal value of USD 322 million and a maturity date of 23 September 2026 became ineffective and were terminated early on 31 October 2024, for which the Group received proceeds of USD 17.8 million (R313 million). The ineffective relationship resulted in a net accumulated gain of GBP 708 thousand (R16 million) being recycled from the cashflow hedge reserve via consolidated other comprehensive income to the consolidated income statement; GBP 17.2 million (R394 million) accumulated gain in fair value, GBP 2.4 million (R55 million) accumulated interest charge and GBP 14 million (R323 million) USD spot rate accumulated translation loss on borrowings. 76 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 11. Risk management (continued…) 11.4. Market risk (continued…) Derivatives and hedging (continued…) Movement analysis of currency swap (Eurobond Borrowings) Derivative asset Deferred taxation Cashflow reserve Currency translation reserve Forex (gain) / loss Finance Charges (net of deferred tax) R'000 R'000 R'000 R'000 R'000 R'000 R'000 30 June 2023 (15 218 378) 1 513 982 (94 492) (251 040) 2 146 901 - 818 555 Movements through total comprehensive income Fair value - (285 778) - 285 777 - - 1 Amortisation - (14 427) - - - - 14 427 Interest capitalised (542 647) - - - - - 542 647 Translation to USD spot rate (80 955) - - - - 80 955 - Hedging gains reclassified from OCI - - - 80 955 - (80 955) - Interest expense - - - 31 545 - - (31 545) Foreign currency translation 602 448 (51 796) - - (550 652) - - Deferred tax - - 122 161 (118 554) - - (3 607) Other movements Interest paid 549 770 - - - - - - Settlement of derivative - (34 961) - - - - - 30 June 2024 (14 689 762) 1 127 020 27 669 28 683 1 596 249 - 1 340 478 Movements through total comprehensive income Fair value - (774 365) - 774 442 - - (77) Amortisation - (21 479) - - - - 21 479 Interest capitalised (384 065) - - - - - 384 065 Translation to USD spot rate 854 470 - - - - (854 470) - Hedging gains reclassified from OCI - - - (854 470) - 854 470 - Interest expense - - - 32 595 - - (32 595) Accumulated gain recycled to profit or loss- - - 16 237 - - (16 237) Fair value derecognition of terminated swaps *- (312 553) - - - - 312 553 Market value recognition of terminated swaps- 312 809 - - - - (312 809) Swaps termination costs - (3 516) - - - - 3 516 Discount to nominal value on redemption99 071 - - - - - (99 071) Foreign exchange gain on redemption 14 963 - - - - - (14 963) Foreign currency translation (428 657) 15 825 - - 412 832 - - Deferred tax recycled to profit or loss - - - (701) - - 701 Deferred tax - - (1 617) 6 987 - - (5 370) Other movements Interest paid 412 985 - - - - - - Interest paid on redeemed bonds 21 682 - - - - - - Settlement of derivative - (7 658) - - - - - Redemption of bonds 5 547 139 - - - - - - Proceeds on termination of swaps - (312 809) - - - - - Swaps termination costs - 3 516 - - - - - 30 June 2025 (8 552 174) 26 790 26 052 3 773 2 009 081 - 1 581 670 * The currency swaps were novated prior to repurchase of the bonds Interest rate swap contracts From time to time the Group enters into interest rate swap contracts, in order to fix the interest rates on variable rate corporate bonds and loans. At 30 June 2025 the Group was not party to any interest rate swap contracts. 77 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 11. Risk management (continued…) 11.4. Market risk (continued…) Market price risk Fair value 12. Staff remuneration 12.1. Share-based payments Replacement rights scheme (previously share option scheme) Average price Average price Number R Number R Beginning of the year 129 788 291,02 271 813 272,15 Lapsed (500) 301,54 (5 625) 301,54 Exercised (48 600) 273,44 (136 400) 252,97 End of the year 80 688 301,54 129 788 291,02 Replacement rights outstanding at 30 June by year of grant are: 2015 - - 26 875 250,73 2016 80 688 301,54 102 913 301,54 80 688 301,54 129 788 291,02- - The Bidvest Group Share Appreciation Rights (SARs) Plan was adopted, in 2016, to replaced the BIS and has been classified as an equity-settled scheme, therefore an equity- settled share-based payment reserve has been recognised. Executive directors do not participate in the SARs Plan. ● replacement right holders may exercise the rights at such times as the right holder deems fit, but not so as to result in the following proportions of the holder’s total number of instruments being purchased prior to: 50% of total number of instruments at the expiry of three years; 75% of total number of instruments at the expiry of four years; and 100% of total number of instruments at the expiry of five years from the date of the holder’s acceptance of an option; and Equity price risk arises from investments classified as fair value through profit or loss (refernote 8.3. Investments). Fair value through profit or loss investments comprise listed share portfolios whose performance is monitored closely by senior management and the Group actively trades in these shares. The Group's subsidiary, Bidvest Insurance Limited holds investment portfolios with a fair value of R690 million (2024: R641 million) to be utilised to cover liabilities arising from insurance contracts. These portfolios comprise domestic and international equity investments and money market funds. Unlisted investments comprise unlisted shares and loans which are classified as fair value through profit or loss and fair value through other comprehensive income, and are valued at fair value using a price earnings ("PE") model.The Group has further equity exposure via listed Bidcorp shares held by the Bidvest Education Trust R181 million (2024: R164 million) and insurance cell captives R199 million (2024: R185 million). Following the unbundling of Bidcorp (30 May 2016), Bidvest option holders exchanged each one of their existing options for one right over one Bidcorp share and one Bidvest share (replacement right). In terms of the amended scheme rules, the original option price was not adjusted, but on exercise of the replacement right, the original option price will be deducted from the combined value of the Bidcorp share and the Bidvest share. The vesting date and lapse dates of the replacement rights will be the same as those of the original options. ● all rights must be exercised no later than the 10th anniversary on which they were granted unless approval is obtained from the trustees of the Bidvest Share Incentive Trust. ● Replacement right holders are only entitled to exercise their rights if they are in the employment of the Group in accordance with the terms referred to hereafter, unless otherwise recommended by the Board of the Company to the Trustees of the Bidvest Share Incentive Trust; The terms and conditions of the replacement rights are: The number and weighted average exercise prices of replacement rights are: 2025 2024 The carrying amounts of all financial assets and liabilities approximate their fair values, with the exception of borrowings which have been accounted for at amortised cost. A Conditional Share Plan (CSP), which awards executive directors with a conditional right to receive shares in the Company, free of any cost, is also operated by the Group. As it is anticipated that the participants will receive shares in settlement of their awards, a share-based payment reserve has been recognised. The Bidvest Share Incentive Scheme (BIS) grants options to employees of the Group to acquire shares in the Company. The share options scheme has been classified as an equity-settled scheme, and therefore an equity-settled share-based payment reserve has been recognised. Fair value through other comprehensive income financial assets includes an irrevocable election by Bidvest Bank (now classified as discontinued operations) of equity investments in, R1 701 million treasury bills (2024: R1 473 million), R769 million Government bonds (2024: R727 million), R44 million VISA shares (2024: R34 million). 78 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 12. Staff remuneration (continued…) 12.1. Share-based payments (continued…) Replacement rights scheme (previously share option scheme) (continued…) Share Appreciation Rights Plan The number and weighted average exercise prices of share appreciation rights are: Average price Average price Number R Number R Beginning of the year 17 052 949 187,70 18 008 529 174,30 Granted 4 904 900 251,69 4 900 300 212,64 Lapsed (787 051) 191,00 (1 320 269) 177,29 Exercised (2 624 431) 165,72 (4 535 611) 164,44 End of the year 18 546 367 207,60 17 052 949 187,70 Share appreciation rights outstanding at 30 June by year of grant are: 2018 - - 179 250 158,75 2019 309 475 188,42 465 088 188,42 2020 625 355 173,43 1 153 018 173,43 2021 1 559 399 148,75 2 254 375 148,75 2022 2 454 971 168,61 3 799 459 168,61 2023 4 038 926 201,59 4 326 459 201,59 2024 4 671 674 212,64 4 875 300 212,64 2025 4 886 567 251,69 - - 18 546 367 207,60 17 052 949 187,70 2025 2024 Fair value at measurement date (Rand) 279,66 236,27 Exercise price (Rand) 251,69 212,64 Expected volatility (%) 30,36 30,87 Option life (years) 4,00-6,00 4,00-6,00 Distribution yield (%) 3,27 3,80 Risk-free interest rate (based on the ZAR Bond static yield curve) (%) 8,09 8,71 Conditional share plan ● SAR holders in the Scheme may exercise the SARs at such times as the holder deems fit, but not so as to result in the following proportions of the holder’s total number of instruments being purchased prior to: 50% of total number of instruments at the expiry of three years; 75% of total number of instruments at the expiry of four years; and 100% of total number of instruments at the expiry of five years from the date of the holder’s acceptance of an appreciation right; and ● all SARs must be exercised no later than the 7th anniversary on which they were granted unless approval is obtained from the trustees of the Bidvest Share Incentive Trust. The volatility is based on the recent historic volatility. In terms of the CSP scheme, a conditional right to a share is awarded to executive directors and officers subject to performance and vesting conditions. The vesting period is as follows: 75% of total number of awards vest at the expiry of three years and 25% of total number of awards vest at the expiry of four years from the date of the award, unless otherwise determined by the Board. These share awards do not carry voting rights attributable to ordinary shareholders. 20242025 The SARs outstanding at 30 June 2025 have an award price in the range of R148,75 to R251,69 (2024: R148,75 to R212,64) and a weighted average contractual life of 0,4 to 6,4 (2024: 0,4 to 6,4) years. The average value of the Bidvest share during the year was R258,46 (2024: R256,87). The fair value of services received in return for shares allotted is measured based on a modified Black Scholes model. The contractual life of the SARs is used as an input into this model. The fair value of the SARs allotted during the current year and the assumptions used are: The fair value of services received in return for the conditional share awards has been determined by multiplying the number of conditional share awards expected to vest, by the share price at the date of the award less discounted anticipated future distribution flows. A total number of 1 392 835 (2024: 1 459 015) of the 1 919 183 (2024: 1 789 341) shares are expected to vest, taking into account the performance of the Group to date and forecasts to the end of the performance period, against the targets set at the time of the award. The average discounted share price used in the calculation of the share-based payment charge on the conditional share awards granted during the year is R248,51 (2024: R233,93) per share. These grants will vest in the next three years. The terms and conditions of the SARs Plan are: ● SAR holders are only entitled to exercise their rights if they are in the employment of the Group in accordance with the terms referred to hereafter, unless otherwise recommended by the Board of the Company to the Trustees of the Bidvest Share Incentive Trust. The replacement rights outstanding at 30 June 2025 have an award price of R301,54 (2024: R250,73 to R301,54) and a weighted average contractual life of 0,4 years (2024: 0,4 to 1,4). The average combined value of the Bidvest and Bidcorp shares during the year was R704,74 (2024: R684,71). The fair value of services received in return for shares allotted is measured based on a modified Black Scholes model. The contractual life of the replacement right is used as an input into this model. 79 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 12. Staff remuneration (continued…) 12.1. Share-based payments (continued…) Conditional share plan (continued...) The number of conditional share awards in terms of the conditional share plan are: 2025 2024 Number Number Beginning of the year 1 789 341 1 592 473 Granted during the year 694 900 640 500 Awarded during the year (450 799) (347 940) Awarded during the year as result of accelerated vesting - (15 878) Forfeited during the year (114 259) (79 814) End of the year 1 919 183 1 789 341 The 64,8% subsidiary, Adcock Ingram, has share option plans, which have been designated as equity settled and include an ordinary equity scheme, a B-BBEE scheme and a performance based long-term incentive scheme (PBLTIS). The Group's proportionate share of Adcock Ingram's share-based payment reserves since recognition is a credit balance of R21 million (2024: R36,9 million), which comprises a charge to share-based payment expenses of R179 million (2024: R138 million) less settlement of R178 million (2024: R87 million) plus R31 million (2024: R6 million) transfer to retained income, with R11 million (2024: R20 million) of the reserve attributable to non-controlling interests. The maximum number of shares which may be allocated at any one time under the Replacement Rights, SAR and existing Conditional Share Plan shall not exceed 16 750 000 shares (5% of shares in issue). Based on the closing Bidvest and Bidcorp share prices at 30 June 2025, it is estimated that 4 000 000 (2024: 7 500 000) Bidvest ordinary shares would be required to settle the Group's share-based payment obligations. 26 170 (2024: 19 692) conditional share awards were forfeited as a result of performance conditions not being met, 88 089 (2024: 60 122) conditional share awards were forfeited as a result of retirement or resignation. In addition to the above Adcock Ingram has an ordinary and a B-BBEE equity based incentive scheme, which have been designated as cash settled. The liabilities relating to these incentive schemes have been disclosed in note8.7. Trade and other payablesand in aggregate amount to R36 million (2024: R48 million) . An amount of R3,3 million (2024: R1,1 million expensed) was released to the income statement and debited to share-based payment liability during the year for these cash settled incentive schemes. Share based payment liabilities settled during the period amounted to R8,9 million (2024: R530 thousand). Only the B-BBEE equity based cash settled incentive scheme remains at year end. 80 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 12. Staff remuneration (continued…) 12.2. Directors' remuneration The remuneration paid to executive directors while in office of the Company during the year ended 30 June 2025 is analysed as follows: Basic remuneration Retirement/ medical benefits Other benefits and costs Cash incentives Benefit arising from share based incentives Total emoluments Director R'000 R'000 R'000 R'000 R'000 R'000 Ms NT Madisa 13 472 757 645 12 718 30 905 58 497 Ms GC McMahon 6 164 370 416 5 396 14 502 26 848 Mr MJ Steyn 7 878 283 555 6 728 22 017 37 461 27 514 1 410 1 616 24 842 67 424 122 806 Basic remuneration Retirement/ medical benefits Other benefits and costs Cash incentives Benefit arising from share based incentives Total emoluments Director R'000 R'000 R'000 R'000 R'000 R'000 Ms NT Madisa 12 795 757 726 19 493 33 175 66 946 Ms GC McMahon 5 847 370 389 8 271 11 928 26 805 Mr MJ Steyn 7 483 283 520 10 313 19 327 37 926 26 125 1 410 1 635 38 077 64 430 131 677 2024 Directors' fees * As directors of subsidiary companies and other services Total emoluments Total Directors R'000 R'000 R'000 R'000 Ms L Boyce 3 1 493 483 1 976 1 732 Ms SN Mabaso-Koyana 2 1 687 158 1 845 1 553 Mr BF Mohale 2 3 676 704 4 380 2 776 Dr RK Mokate 2 2 354 136 2 490 1 894 Mr K Shuenyane 984 - 984 619 Mr NW Thomson 533 - 533 1 039 Ms FN Khanyile 1 209 - 1 209 1 024 Ms MG Khumalo 1 263 - 1 263 1 092 Mr DS Masata 1 1 390 - 1 390 - 2025 total 14 589 1 481 16 070 11 729 2024 total 11 270 459 11 729 - 1 Appointed 9 September 2024; 2 Other director services rendered; 3 Other services include directors fees received from Adcock Ingram Holdings Limited For comparative purposes the remuneration paid to executive directors, while in office of the Company during the year ended 30 June 2024, is analysed as follows: Certain executive directors serve as non-executive directors of companies outside of the Group. Directors' fees in this regard are paid to the Group. 2025 * The above fees are net of VAT, which may me payable depending on this status of the individual director's tax position. 81 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 12. Staff remuneration (continued…) 12.2. Directors' remuneration (continued…) Prescribed officers Directors' long-term incentives Average Average price Market Market price Directors Number R Number price Number price Number R Ms NT Madisa 20 000 301.54 - - - - 20 000 301.54 Ms GC McMahon 20 000 288.84 (5 000) 250.73 - - 15 000 301.54 Mr MJ Steyn 11 250 284.60 (3 750) 250.73 - - 7 500 301.54 51 250 292.87 (8 750) 250.73 - - 42 500 301.54 Average Average Average price price Market price Directors Number R Number R Number price Number R Mr MJ Steyn 40 000 158.75 (40 000) 158.75 - - - - A grant in terms of the conditional share plan (CSP) is a right to a share, which is awarded subject to performance and vesting conditions. Balance at 30 June 2024 New award Forfeited Shares vested Accelerated vested shares Closing balance 30 June 2025 Director Number Number Number Number Number Number Ms NT Madisa 359 422 120 000 (5 952) (107 712) - 365 758 Ms GC McMahon 151 441 46 700 (2 448) (42 124) - 153 569 Mr MJ Steyn 189 596 58 500 (3 004) (51 827) - 193 265 700 459 225 200 (11 404) (201 663) - 712 592 Share-based payment expense 2025 2024 R'000 R'000 Ms NT Madisa 17 965 17 203 Ms GC McMahon 7 037 7 812 Mr MJ Steyn 9 996 8 571 34 998 33 586 Refer note 12.1. Share-based payments for further details. 30 June 2025 30 June 2024 during the year lapsed during the year Replacement rights exercised during the year SARs at A share appreciation right (SAR) is a right awarded subject to the appreciation of the Company's shares. Details of the directors and officers' outstanding replacement rights are as follows: Replacement rights at Replacement rights Replacement rights at during the year Due to the nature and structure of the Group and the number of executive directors on the board of the Company, the directors have concluded that there are no prescribed officers of the Company. SAR lapsed 30 June 2024 SAR at SAR exercised 30 June 2025 82 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 12. Staff remuneration (continued…) 12.3. Post-retirement obligations 2025 2024 R'000 R'000 Post-retirement assets Defined benefit pension surplus (62 014) (238 190) Post-retirement obligations Post-retirement medical aid obligations 54 079 57 646 (7 935) (180 544) Pension and provident funds Summarised details of the defined benefit pension funds Defined benefit pension obligations (assets) of the fund 2025 2024 2025 2024 R'000 R'000 R'000 R'000 Defined benefit pension obligations (assets) of the fund - - (62 014) (238 190) - - (62 014) (238 190) Contributions to the fund Employer contributions 7 051 - - - Employee contributions - - - 143 Total pension fund asset Fair value of plan assets 164 788 168 195 468 784 613 366 Actuarial present value of defined benefit obligations (161 678) (166 839) (406 770) (375 176) Net surplus in the plans 3 110 1 356 62 014 238 190 Amounts not recognised due to ceiling adjustments and other limitations (3 110) (1 356) - - - - 62 014 238 190 Movement in the liability for defined benefit obligations Balance at beginning of year (166 839) (170 032) (375 176) (388 963) Benefits paid 13 866 12 650 34 452 31 610 Settlement of defined benefit obligations - - - 26 138 Settlement cost - - - (7 308) Risk premiums and expenses - - - 467 Current service costs - - - (713) Interest expense (8 179) (8 716) (42 582) (44 798) Member contributions - - - (143) Actuarial gains / (losses) 8 531 (7 538) (23 464) 8 534 Exchange rate adjustments on foreign plans (9 057) 6 797 - - Balance at end of year (161 678) (166 839) (406 770) (375 176) - The Group’s liability for post-retirement benefits, accruing to past and current employees in terms of defined benefit schemes, is actuarially calculated. Where the plan is funded, the obligation is reduced by the fair value of the plan assets. Unfunded obligations are recognised as a liability in the financial statements. Contributions to defined contribution schemes are recognised as an expense in the income statement as incurred. The projected unit-credit method is used to determine the present value of the defined benefit obligations and the related current service cost and, where applicable, past service cost. Actuarial gains or losses in respect of defined benefit plans are recognised in other comprehensive income. However, when the actuarial calculation results in a benefit to the Group, the recognised asset is limited to the net total of any unrecognised past service costs and the present value of any future refunds from the plan or reductions in future contributions to the plan. The Group’s obligation for post-retirement medical aid to past and current employees is actuarially determined and provided for in full. Liabilities for employee benefits which are not expected to be settled within twelve months are discounted using the market yields at the statement of financial position date on high quality bonds with terms that most closely match the terms of maturity of the related liabilities. The Group operates a defined benefit fund through The Bidvest South Africa Pension Fund. There are also a number of small funds within various employers of the Group. All funds are administered independently of the Group and are subject to the relevant pension fund legislation. Employer contributions to defined contribution funds are set out in note 5.7. Profit before finance charges and associate income. The Bidvest South Africa Pension Fund Warner Howard Limited Pension Plan The Group provides retirement benefits for its permanent employees through pension funds with defined benefit and defined contribution categories and defined contribution provident funds or other appropriate industry funds. The PHS Group operates a defined benefit scheme, which is closed to new members. The assets of the scheme are measured using closing market values. The scheme liabilities are measured using the projected unit method discounted at rates of return of a high quality bond of equivalent term and currency to the liability. The summarised details of the Warner Howard Limited Pension and Life Assurance Plan are included below: 83 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 12. Staff remuneration (continued…) 12.3. Post-retirement obligations (continued…) Pension and provident funds (continued...) Summarised details of the defined benefit pension funds (continued...) 2025 2024 2025 2024 R'000 R'000 R'000 R'000 Movement in the plans' assets Balance at beginning of year 168 195 168 380 613 366 740 304 Contributions paid into the plans 7 051 - - 143 Benefits paid (13 866) (12 650) (34 452) (31 610) Transfer to Provident Fund - - (188 937) (131 100) Settlement of defined benefit obligations - - - (26 138) Risk premiums and expenses (2 045) 1 036 - (467) Interest income 8 179 8 716 70 688 86 523 Return on plan assets in excess of interest income (11 916) 9 517 8 753 (24 289) Fund expense paid - - (634) - Exchange rate adjustments on foreign plans 9 190 (6 804) - - Balance at end of year 164 788 168 195 468 784 613 366 - - The plans' assets comprise Cash 2 966 1 177 92 351 106 112 Equity securities - - 103 601 199 344 Bills, bonds and securities 165 169 120 946 120 220 Property - - 13 126 15 948 International - - 138 760 156 408 Other 161 657 166 850 - 15 334 164 788 168 196 468 784 613 366 - - Amounts recognised in the income statement Current service costs - - - 713 Settlement cost - - - 7 308 Interest on obligations 8 179 8 716 42 582 44 798 Interest income on plan assets (8 179) (8 716) (70 688) (86 523) Ceiling adjustments and other limitations - - - 756 Fund expenses paid - - 634 - - - (27 472) (32 948) Amounts recognised in other comprehensive income Return on plan assets in excess of interest income 11 916 (9 517) (8 753) 24 289 Actuarial (gains) losses (8 531) 7 538 23 464 (8 534) Ceiling adjustments and other limitations (3 385) 1 979 - (7 110) - - 14 711 8 645 Key actuarial assumptions used in the actuarial valuations: Number of pensioners 30 June 138 138 373 396 Discount rate (%) 5,05 5,00 9,70 11,80 Inflation rate (%) 3,20 3,60 4,10 6,10 Salary increase (%) * - - - 7,10 Pension increase allowance (%) 3,1 3,4 2,87 4,27 Date of valuation of all funds 30 June 2025 30 June 2024 30 June 2025 30 June 2024 Assumptions regarding future mortality are based on published statistics and mortality tables. * no in-service members Warner Howard Limited Pension Plan The Bidvest South Africa Pension Fund 84 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 12. Staff remuneration (continued…) 12.3. Post-retirement obligations (continued…) Pension and provident funds (continued...) Summarised details of the defined benefit pension funds (continued...) Sensitivity analysis Post-retirement medical aid obligations Provision for post-retirement medical aid obligations 2025 2024 R'000 R'000 Opening provision raised against unfunded obligation 57 646 65 751 Current service costs (relief) (1 736) (993) Interest expense 5 821 6 565 Benefits paid (6 374) (6 727) Actuarial adjustments recognised in other comprehensive income (1 063) (6 950) Reclassification of discontinued operations to disposal group assets held-for-sale (215) - Closing provision raised against unfunded obligation 54 079 57 646 % % Key actuarial assumptions Discount rate 11,3 11,3 Inflation rate (CPI) 5,7 5,7 Health care cost inflation 7,7 7,7 Date of valuation 30 June 2024 30 June 2024 12.4. Segmental employees, benefits and remuneration 2025 2024 2025 2024 restated restated Number Number R'000 R'000 Services South Africa 36 145 36 216 5 743 241 5 198 961 Services International 71 471 68 076 25 063 866 22 970 927 Branded Products 5 523 5 051 1 745 932 1 678 979 Adcock Ingram 2 815 2 881 1 553 356 1 467 942 Freight 4 704 5 039 1 970 803 1 863 859 Commercial Products 8 664 8 965 2 301 995 2 216 073 Automotive 4 647 4 044 2 178 719 1 946 420 Properties 16 14 19 706 12 020 Corporate and investments 97 97 223 898 192 731 134 083 130 383 40 801 516 37 547 912 Share-based payment expense - - 408 465 352 443 134 083 130 383 41 209 981 37 900 355 Geographic region Southern Africa 96 631 97 250 19 262 433 17 967 059 International 37 452 33 133 21 539 083 19 580 853 134 083 130 383 40 801 516 37 547 912 No sensitivity analysis has been performed on either fund: The Bidvest South Africa Pension Fund has no remaining defined benefit obligations at the valuation date therefore any change in the salary increase will have no impact on the fund liability. A 1% change in the discount rate and pensioner increase will have no impact on the fund liability as all excess pensioner assets have been allocated to the pensioner account for the benefit of the pensioners; and an asset has been purchased which tracks the Warner Howard Limited pension fund liability, any changes in assumption affecting the post retirement liability will have an equal and opposite effect on the acquired asset. The Group provides post-retirement medical benefit subsidies to certain retired employees and is responsible for the provision of post-retirement medical benefit subsidies to a limited number of current employees. A change in the medical inflation rates will not have a significant impact on the post-retirement medical aid cost and related obligations. Valuations are performed biennially. Employees Employee Benefits and remuneration 85 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 13. Equity, distributions and group information 13.1. Capital and reserves attributable to shareholders of the Company 2025 2024 R'000 R'000 Share capital Issued share capital 17 014 17 014 Share premium 1 367 796 1 367 796 Reserves 35 986 203 33 263 623 Foreign currency translation reserve 398 860 528 750 Hedging reserve 3 387 (40 109) Equity-settled share-based payment reserve 636 835 693 734 Retained earnings 34 947 121 32 081 248 Shares held by subsidiary as treasury shares 673 637 675 641 Share capital (2) (2) Share premium 673 639 675 643 Capital and reserves attributable to shareholders of the Company 38 044 650 35 324 074 Reserves comprise Company and subsidiaries 35 788 905 33 126 591 Associates 197 298 137 032 35 986 203 33 263 623 Share capital Authorised 540 000 000 (2024: 540 000 000) ordinary shares of 5 cents each 27 000 27 000 Number Number Issued Number of shares in issue 340 274 346 340 274 346 Less: shares held by subsidiary as treasury shares (386 604) (386 604) Balance at beginning of year (386 604) (386 604) Purchase of shares (1 568 947) (2 229 430) Sale of shares by subsidiary to staff in terms of share incentive scheme 1 568 947 2 229 430 Net shares in issue 339 887 742 339 887 742 Foreign currency translation reserve Hedging reserve Equity-settled share-based payment reserve 17 013 717 (2024: 17 013 717) of the unissued ordinary shares are under the control of the directors until the next annual general meeting. In order to facilitate the settlement of its equity settled share incentive obligations the Group via its subsidiary, Bidvest Industrial Holdings (Pty) Ltd, acquires The Bidvest Group Limited ordinary shares on the open market. In prior periods the share incentive obligations were settled by issuing new ordinary shares. Shares in the Company, held by its subsidiaries, The Bidvest Incentive Scheme and The Bidvest Education Trust are classified in the Group’s shareholders’ interest as treasury shares. These shares are treated as a deduction from the issued and weighted average number of shares. The cost price of the shares is presented as a deduction from total equity. Distributions received on treasury shares are eliminated on consolidation. The equity-settled share-based payment reserve includes the fair value of the share appreciation rights granted and conditional share awards made to staff and executive directors, which have been recognised over the vesting period at fair value with a corresponding expense recognised in the income statement. The translation reserve comprises foreign exchange differences arising from the translation of the financial statements of foreign operations. The hedging reserve represents the effective portion of gains or losses arising on changes in fair value of hedging instruments entered into as cash flow hedges. The cumulative gain or loss arising on changes in fair value of the hedging instruments that are recognised and accumulated under the hedging reserve will be reclassified to profit or loss when the hedged transaction takes place. Where the hedged transaction is for the acquisition of non-monetary assets, the relevant hedging reserve will be offset against the acquisition cost. 86 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 13. Equity, distributions and group information (continued…) 13.2. Dividends per share 2025 2024 cents cents Dividend paid to shareholders on 31 March 2025 (2024: Dividend paid to shareholders on 2 April 2024) 470.0 467.0 Dividend paid to shareholders on 29 September 2025 (2024: Dividend paid to shareholders on 30 September 2024)453.0 447.0 923.0 914.0 Distributions to shareholders are accounted for once they have been approved by the board of directors. R'000 R'000 Reconciliation to consolidated cashflow statement Dividends paid to shareholders (3 120 315) (3 082 886) Dividends received by subsidiaries on treasury shares 3 545 3 503 Dividends paid to non-controlling interests (185 000) (180 846) Amounts paid (3 301 770) (3 260 229) 13.3. Capital management 13.4. Commitments 2025 2024 R'000 R'000 Capital expenditure approved Contracted for 362 250 1 299 513 Not contracted for 778 364 684 057 1 140 614 1 983 570 13.5. Contingent liabilities 13.6. Related parties Identification of related parties From time-to-time the Group purchases its own shares on the market, the timing of these purchases depends on market prices. Primarily the shares are intended to be used for issuing shares under the Bidvest Share Incentive Scheme, Conditional Share Plan or the Share Appreciation Rights Plan (refernote 12.1. Share-based payments). The maximum number of shares which can be allocated under the Share Appreciation Rights Plan and the Conditional Share Plan is limited to 16 750 000 shares. The Group does not have a defined share buy-back plan. These shares are currently held as treasury shares. The Group has a related party relationship with its subsidiaries, associates and joint ventures. Key management personnel has been defined as the executive and non-executive directors of the Company. The definition of key management includes the close members of family of key management personnel and any other entity over which key management exercise control. Close members of family are those family members who may be expected to influence, or be influenced by that individual in their dealings with the Group. They may include the individual's domestic partner and children, the children of the individual's domestic partner, and dependents of the individual or the individual's domestic partner. Bidvest Freight's two additional fuel tanks in Richards Bay were commission during the month of May 2025 within the approved budget of R183.3 million. In addition, R95.4 million was approved in Namibia for the development of covered storage in the Port of Walvis Bay. To date, earthworks and detailed engineering designs had commenced and R23.4 million of the approved amount spent and the project is well on track and expected to be completed in February 2026. The Group has outstanding legal and other claims arising out of its normal ongoing operating activities which have to be resolved. None of these claims are significant. Capital expenditure amounting to R1,1 billion (2024: R1,9 billion) is in respect of property, plant and equipment and the remaining balance is in respect of computer software. It is anticipated that capital expenditure will be financed out of existing cash resources. There were no changes in the Group's approach to capital management during the year. In the early days of the Group, acquisition activity was generally funded via the raising of equity capital however over the past five years, far more favourable credit markets have enabled the use of debt as a far more effective tool of capital. The current credit markets have been extremely volatile, increasing the cost of debt in the weighted average cost of capital for the Group thereby enabling a potential return to tapping the equity markets to fund future growth. The Board of Directors' policy is to maintain a strong capital base so as to maintain investor, supplier and market confidence, whilst also being able to sustain future development of the businesses. The Board of Directors monitors both the demographic spread of shareholders, as well as the return on capital, which the Group defines as total shareholders' equity, excluding minority interests and the level of distributions to ordinary shareholders. The Group's objective is to maintain a distribution cover of approximately two and a quarter times normalised headline earnings for the foreseeable future. The methods of distribution include dividends, return of share premium, capitalisation issues as well as share buy-backs in lieu of distributions. The level of cover of distributions takes into account prevailing market conditions, future cash requirements of the businesses, Group liquidity requirements, as well as capital adequacy ratios. 87 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 13. Equity, distributions and group information (continued…) 13.6. Related parties (continued…) Transactions with key management personnel 2025 2024 R'000 R'000 Transactions between Group subsidiaries Total value of sales between related parties 5 974 594 6 089 954 Total value of inventory purchased from related parties 2 847 495 3 311 644 Total value of services purchased from related parties 3 127 099 2 778 310 Total value of related party trade payables / receivables 997 276 1 102 720 Total value of related party loans payable / receivable 27 351 271 40 239 939 Total value of related party interest bearing loans between Bidvestco and Bidvest Treasury Services 6 477 000 6 125 000 Total value of related party interest bearing loans payable to Bidvest Treasury Services 10 759 957 9 951 988 Total value of related party interest bearing loans payable to The Bidvest Group UK 26 216 886 20 644 772 Total value of related party deposits at Bidvest Bank 334 324 436 248 Total value of related party overdrafts at Bidvest Bank 26 253 71 479 Transactions with associates and joint ventures Sales and services provided by the Group 452 900 - Purchases 880 688 713 716 Outstanding amounts due to the Group at year end included in advances to associates 355 925 245 778 Outstanding amounts due to the Group at year end included in trade receivables 56 743 - Outstanding amounts due by the Group at year end included in trade payables 131 088 - 13.7. Subsequent events The following movements in interest bearing borrowings occurred post year end; R1.2 billion preference share funding was redeemed early on 31 July 2025; a further R500 million in preference share funding was redeemed early on 8 August 2025; and on 12 August 2025 the Group implemented, and utilised in full, a new GBP 130 million 5 year loan at a fixed coupon rate of 5.6%, which was used to repay existing more expensive debt. On 23 July 2025 Natco Pharma made a firm offer to acquire all of the issued ordinary shares in Adcock Ingram other than those already held by Natco Pharma, those currently owned by the Group and the treasury shares of Adcock Ingram. It is anticipated that there will be no material impact on the Group's current or future results arising from the offer. Details pertaining to executive and non-executive directors' compensations are set out innote 12.2. Directors' remunerationin total is included innote 5.7. Profit before finance charges and associate income. Independent non-executive directors do not participate in the Group’s share appreciation rights schemes or conditional share awards. Similar policies are applied to key management personnel at subsidiary level who are not defined as key management personnel at the Group level. Certain of the directors of the Group are also non-executive directors of other public companies which may transact with the Group. The relevant directors do not believe they have significant influence over the financial or operational policies of those companies. Those companies are thus not regarded as related parties. The following transactions were made on terms equivalent to those that prevail in arm's-length transactions between subsidiaries of the Group and key management personnel (as defined above) and/or organisations in which key management personnel have significant influence: The Group encourages its employees to purchase goods and services from Group companies. These transactions are generally conducted on terms no more favourable than those entered into with third parties on an arm's-length basis, although in some cases nominal discounts are granted. Transactions with key management personnel are conducted on similar terms. No abnormal or non-commercial credit terms are allowed, and no impairments were recognised in relation to any transactions with key management personnel during the year, nor have they resulted in any non-performing debts at the year end. Details of effective interest, investments and loans to associates are disclosed in note 8.4. Interest in associates and joint ventures. 88 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 13.8. Foreign currency exchange rates The following exchange rates were used in the conversion of foreign interests and foreign transactions at 30 June 2025 2024 Rand/Sterling Closing rate 24,31 23,00 Average rate 23,50 23,56 Rand/Euro Closing rate 20,86 19,47 Average rate 19,76 20,23 Rand/Australian Dollar Closing rate 11,65 12,12 Average rate 11,95 11,76 12,26 Rand/US Dollar Closing rate 17,72 18,18 Average rate 18,16 18,71 Rand/Canada Dollar Closing rate 13,01 13,29 Average rate 13,02 13,81 Rand/Singapore Dollar Closing rate 13,93 13,41 Average rate 13,71 13,87 Rand/Japanese Yen Closing rate 0,123 0,113 Average rate 0,122 0,126 89 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 14. Discontinued operations and disposal group held-for-sale Results of the discontinued operation included in the Group's results for the year ended 30 June are detailed as follows: 2025 2024 R'000 R'000 Revenue 2 173 874 1 907 863 Cost of revenue (987 947) (651 566) Gross profit 1 185 927 1 256 297 Operating expenses (571 710) (835 270) Net impairment losses on financial assets (44 332) (8 206) Other Income 61 646 37 807 Trading (loss) profit 631 531 450 628 Share-based payment expense (9 741) (10 095) Disposal costs and customer contracts amortisation (37 951) (1 764) Net capital items (154 432) (100 000) Impairment of identifiable assets of disposal group (66 578) (23 168) Impairment of disposal group assets held-for-sale (135 303) (76 832) Net profit on divestiture of disposal group assets held-for-sale 47 449 - Operating (loss) profit 429 407 338 769 Net finance charges (10 995) (14 245) Finance income 4 834 3 222 Finance charges (15 829) (17 467) Operating loss before taxation 418 412 324 524 Taxation (237 198) (103 044) 181 214 221 480 Basic earnings per share (cents) - discontinued operations 53.3 65.2 Diluted basic earnings per share (cents) - discontinued operations 53.2 65.0 Headline earnings per share (cents) - discontinued operations 111.3 94.6 Diluted headline earnings per share (cents) - discontinued operations 111.1 94.3 During the year the Financial Services segment was dismantled and a formal process was initiated to dispose of Bidvest Bank and FinGlobal. The remaining Financial Services short-term insurance businesses, which focus primarily on vehicle insurance cover and related value added products (VAPS), were transferred to the Automotive segment. Bidvest Bank is a full service bank offering customers foreign exchange, fleet, business and personal financial solutions. FinGlobal is a cross-border financial services company providing premier financial emigration services to South Africans all over the world. Bidvest Bank and FinGlobal constituted the majority of the Financial Services Segment. Towards the end of June 2023, the Group entered into a process to dispose of 100% of its shareholding of Bidvest Life Limited (BLL). BLL, formerly part of the Financial Services segment, is a licensed life assurance company and registered financial service provider specialising in income protection, disability, critical illness and life cover. BLL has been disclosed as a disposal group held-for-sale since 30 June 2023. Following the cessation of the Financial Services segment, of which BLL constituted a separate and distinct line of business, the decision was made to include it as a discontinued operation held-for-sale. The relevant requirements of IFRS 5 were met for Bidvest Bank and FinGlobal to be classified and included with Bidvest Life as a disposal group held-for-sale and for Bidvest Bank, FinGlobal and Bidvest Life, which constitute a group of cash generating units, to be collectively classified as a discontinued operation from 1 July 2024. Bidvest Bank and FinGlobal were not previously classified as a disposal group held-for-sale. Bidvest Bank, FinGlobal and Bidvest Life were not previously classified as discontinued operations. The comparative consolidated income statement and consolidated statement of cash flows and financial reporting were restated to show the discontinued operation separately from continuing operations. The disposal group is measured and presented at the lower of carrying amount and fair value less cost to sell. On 12 December 2024 Access Bank PLC (Access Bank) agreed to acquire 100% of the share capital of Bidvest Bank Holdings Limited, subject to regulatory approvals for R2.8 billion. Access Bank, domiciled in Nigeria, is a full-service commercial bank with over 60 million customers globally, through a network of over 700 branches in 23 countries across three continents. Regulatory approvals are expected within the next three months. Post year end the Group received a binding offer of R130 million for 100% of the share capital of Bidvest Life. 90 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 14. Discontinued operations and disposal group held-for-sale (continued…) Effect of the discontinued operation on the Group's consolidated statement of financial position 2025 2024 R'000 R'000 Disposal group assets held-for-sale 12 183 674 317 781 Property, plant and equipment 1 738 330 - Right-of-use assets 140 478 - Intangible assets 282 727 - Net insurance contract asset 508 168 260 232 Deferred taxation - 53 059 Investments 2 518 240 - Banking and other advances 4 456 089 - Inventories 242 543 - Trade and other receivables 372 988 6 581 Cash and cash equivalents 2 108 896 73 509 Taxation 27 350 1 232 Impairment to fair value less cost to sell (212 135) (76 832) Disposal group liabilities held-for-sale 9 491 372 55 654 Net insurance contract liability 145 342 53 791 Deferred taxation 192 403 - Post-retirement obligations 215 - Borrowings 14 918 - Trade and other payables and provisions 1 210 542 1 863 Amounts owed to bank depositors 7 763 123 - Lease liability 164 829 - Cash flows from discontinued operations Net operating cash flows from discontinued operations (240 200) (47 209) Net investing cash flows from discontinued operations (100 031) (586 191) Net financing cash flows from discontinued operations (42 555) (56 696) (382 786) (690 096) R'000 R'000 Analysis of discontinued net assets sold and consideration received Assets of disposal group sold 175 193 - Liabilities of disposal group sold (19 848) - Net assets sold 155 345 - Profit on disposal 47 449 - Gross consideration received 202 794 - Capital gains tax (43 372) - Cash and cash equivalents included in net assets of disposal group sold (59 614) - Net consideration received 99 808 - In determining the fair value less cost to sell the following identifiable assets have been impaired: Computer software R3 million; and Goodwill R63 million. The balance of the disposal group was impaired by R135 million (refer note 7.4. Headline earnings). Effective 30 April 2025 the Group sold 100% of the share capital of FinGlobal Migration Pty Ltd to Momentum Strategic Investments Pty Ltd for R201 million. The Group also disposed of the share capital of Bidvest Asset Management for R2 million. 91 Consolidated Annual Financial Statements
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Interest in subsidiaries and associates as at 30 June Annexure A Effective holdings Effective holdings Country of incorporation if not SA Note 2025 % 2024 % Significant subsidiaries Adcock Ingram(N) Adcock Ingram Holdings Limited 65 65 Bidvest Automotive (A) Autohaus Centurion Pty Ltd 1 50 50 Bidvest Automotive Holdings Pty Ltd 100 100 Bidvest Car Rental (Botswana) Pty Ltd 2 100 100 Bidvest Car Rental (Namibia) Pty Ltd 12 100 100 Bidvest McCarthy Brands Pty Ltd 100 100 Bidvest Namibia Automotive Otjiwarongo Pty Ltd 12 100 100 Bidvest Namibia Automotive Pty Ltd 12 100 100 Burchmore's Car Auctions Pty Ltd 100 100 Carheim Investments Pty Ltd 12 100 100 Cubbi Pty Ltd 100 100 Dekra Automotive South Africa Pty Ltd ^ 100 - Kunene Motor Holdings Limited 64 64 McCarthy Investments Pty Ltd 100 100 McCarthy Pty Ltd 100 100 Melrose Motor Investments Pty Ltd 100 100 Novel Motor Company Pty Ltd 12 100 100 Bidvest Branded Products(F,G,M) Airport Retail and Luggage Repairs (Coastal) Pty Ltd 70 70 Amalgamated Appliances Pty Ltd * - 100 Bidoffice Furniture Manufacturing Pty Ltd 100 100 Bidvest Branded Products Holdings Pty Ltd 100 100 Bidvest Monitoring Solutions Pty Ltd 100 100 Bidvest Office Pty Ltd 100 100 Bidvest Paperplus Pty Ltd 100 100 Brandco Online (Pty) Ltd ^ 100 - Brandcorp Hong Kong Limited 5 100 100 Brandcorp Transformation Corporation Pty Ltd 100 100 Buena Vista Trading 82 (Pty) Ltd ^ 100 - Cecil Nurse Namibia Pty Ltd 12 100 100 Channel Label Solutions Pty Ltd 100 100 Dauphin Office Seating S.A. Pty Ltd * - 100 Globe Stationery Manufacturing Company Pty Ltd 100 100 Green Home Products Pty Ltd * - 100 Home of Living Brands Group Limited 100 100 Home of Living Brands Pty Ltd 100 100 Kolok (Namibia) Pty Ltd 12 100 100 Kolok Pty Ltd 100 100 Lamobyte Pty Ltd 100 100 Lithotech Corporate Pty Ltd 1 49 49 Lithotech Manufacturing Pinetown Pty Ltd 100 100 LK Plating (Pty) Ltd ^ 100 - LK Products (Pty) Ltd ^ 100 - Lufil Packaging Pty Ltd 100 100 Main Street 573 Pty Ltd 70 70 Minolco (Namibia) Pty Ltd 12 100 100 Phakama Print Pty Ltd 1 40 40 Roan Systems Pty Ltd * - 100 Roan Safety Products Pty Ltd 100 100 92 Consolidated Annual Financial Statements
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Interest in subsidiaries and associates as at 30 June Annexure A Effective holdings Effective holdings Country of incorporation if not SA Note 2025 % 2024 % Significant subsidiaries Bidvest Branded Products(F,G,M) (continued) Silveray Statmark Company Pty Ltd 100 100 SMC Sales Logistics Pty Ltd 100 100 Tension Envelope Pty Ltd 100 100 The Printer Distribution Company Pty Ltd * - 100 Waltons Namibia Pty Ltd 12 100 100 Whitebord Pty Ltd 100 100 Zonke Monitoring Systems Pty Ltd 78 78 Bidvest Commercial (B,E,K) Academy Brushware Pty Ltd# 100 100 Afcom Group Limited 100 100 Bellco Electrical Pty Ltd 100 100 Berzack Brothers Pty Ltd# 100 100 Bidvest Afcom Pty Ltd# 100 100 Bidvest Buffalo Tapes Pty Ltd# 100 100 Bidvest Commercial Products Holdings Pty Ltd 100 100 Bidvest Commercial Products Pty Ltd 100 100 Bidvest Industrial Pty Ltd 100 100 Bidvest Industrial Supplies Zambia Limited 22 75 75 Bidvest Materials Handling Pty Ltd# 100 100 Bidvest Namibia Plumblink Pty Ltd 12 100 100 Brandcorp Holdings Pty Ltd 100 100 Brandcorp Pty Ltd 100 100 Clockwork Giant Clothing Pty Ltd 17 100 100 Eagle Lighting Pty Ltd 100 100 Electtech Power Solutions Pty Ltd 100 100 G Fox Pty Ltd# 100 100 G Fox Swaziland Pty Ltd 17 75 75 JMS Technical Soultions Pty Ltd 100 100 King Pie Holdings Pty Ltd 100 100 Plumblink (SA) Pty Ltd 100 100 Ram Fasteners Pty Ltd# 100 100 Renttech Holdings Pty Ltd 100 100 Renttech South Africa Pty Ltd 100 100 Renttech Trading Pty Ltd 100 100 Solid State Power Pty Ltd 100 100 Southern African Welding and Industrial Supplies Pty Ltd 12 100 100 Tuning Fork Pty Ltd t/a Yamaha 100 100 Voltex Botswana Pty Ltd 2 70 70 Bidvest Electrical Holdings Pty Ltd 100 100 Voltex MVLV Solutions Pty Ltd 90 90 Bidvest Steiner Namibia Pty Ltd 12 100 100 Voltex Pty Ltd 100 100 Vulcan Catering Equipment Pty Ltd 100 100 Bidvest Financial Services (C) Autosure Pty Ltd 100 100 Autosure Cover Pty Ltd 100 100 Bid Finserv Capital Pty Ltd 100 100 Bidvest Asset Management Pty Ltd 100 100 Bidvest Bank Holdings Limited 100 100 93 Consolidated Annual Financial Statements
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Interest in subsidiaries and associates as at 30 June Annexure A Effective holdings Effective holdings Country of incorporation if not SA Note 2025 % 2024 % Significant subsidiaries Bidvest Financial Services (C) (continued) Bidvest Bank Limited 100 100 Bidvest Cash Axcess Pty Ltd 100 100 Bidvest Insurance Brokers Pty Ltd 100 100 Bidvest Insurance Group Pty Ltd 100 100 Bidvest Insurance Limited 100 100 Bidvest Life Limited 100 100 Bidvest Merchant Services Pty Ltd 100 100 Cignet Administration Services Pty Ltd 100 100 Compendium Group Investment Holdings Pty Ltd 100 100 Compendium Insurance Brokers Pty Ltd 100 100 Compendium Insurance Brokers (KZN) Pty Ltd 70 70 Compendium Life Insurance Brokers Pty Ltd 100 100 F&I products and Consulting Services Pty Ltd 100 100 Financial Management International Pty Ltd 100 100 FinGlobal Australia Limited * 1 - 100 Finglobal Migration Pty Ltd * - 100 FinGlobal Holdings Pty Ltd * - 100 Master Currency Pty Ltd 100 100 Namibia Bureau de Change Pty Ltd 12 100 100 Swift Auto Brokers Pty Ltd 100 100 Watersure Pty Ltd 100 100 Bidvest Freight (D) African Shipping Limited 100 100 Bidfreight Intermodal Pty Ltd 100 100 Bidfreight Port Operations Pty Ltd 100 100 Bidvest Freight Management Services Pty Ltd 100 100 Bidvest Freight Pty Ltd 100 100 Bidvest Freight Terminals Pty Ltd 100 100 Bulk Connections Pty Ltd 100 100 Cape Container Terminal Leasing Pty Ltd 100 100 Durban Coal Terminals Company Pty Ltd 100 100 Ensimbini Terminals Pty Ltd 1 50 50 Freightbulk Pty Ltd 100 100 Island View Storage Limited t/a Bidvest Tank Terminals 100 100 Lubrication Specialists Pty Ltd 12 100 100 Luderitz Bulk Terminal Pty Ltd 12 100 100 Makana Bid Properties Pty Ltd 100 100 Manica Group Namibia Pty Ltd 12 100 100 Monjasa Namibia Pty Ltd 12 57 57 Mozambique Freight Services, Lda 11 100 100 Namtank Management Services Pty Ltd 12 100 100 Naval Servicos A Navegacao LTDA 11 100 100 Orca Marine Service Pty Ltd 12 100 100 P & I Associates Pty Ltd 100 100 Renfreight Pty Ltd 100 100 Rennie Murray and Company Pty Ltd 100 100 94 Consolidated Annual Financial Statements
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Interest in subsidiaries and associates as at 30 June Annexure A Effective holdings Effective holdings Country of incorporation if not SA Note 2025 % 2024 % Significant subsidiaries Bidvest Freight (D) (continued) Rennies Ships Agency Mozambique Limitada 11 100 100 Rennies Ships Agency Pty Ltd 100 100 Safcor Freight Pty Ltd (t/a Bidvest International Logistics) 64 64 Sebenza Forwarding & Shipping Pty Ltd 100 100 South African Bulk Terminals Pty Ltd 100 100 South African Container Depots Pty Ltd 100 100 South African Stevedores Pty Ltd * - 100 Walvis Bay Airport Services Pty Ltd 12 100 100 Walvis Bay Stevedoring Company Pty Ltd 12 55 55 Woker Freight Services Pty Ltd 12 100 100 Bidvest Services South Africa (H,J) Aquazania Africa Pty Ltd 100 100 Aquazania Pty Ltd (Previosuly Pureau Fresh Water Company Pty Ltd) 100 100 Bidair Cargo Pty Ltd 100 100 Bidair Group Pty Ltd * - 100 Bidshelf 94 Pty Ltd (previously Bidtrack Pty Ltd) 100 100 Bidtrack Pty Ltd (previously Commuter Handling Services Pty Ltd) 100 100 Bidtravel Pty Ltd 100 100 Bidvest (Zambia) Pty Ltd * 22 - 100 Bidvest Catering Services Pty Ltd 100 100 Bidvest Magnum Pty Ltd 100 100 Bidvest Protea Coin Assets In Transit And Armed Reaction Pty Ltd 100 100 Bidvest Protea Coin Cargo Protection Pty Ltd 100 100 Bidvest Protea Coin Fencing Pty Ltd 100 100 Bidvest Protea Coin Pty Ltd 63 63 Bidvest Protea Coin Technical And Physical Security Pty Ltd 100 100 Bidvest Travel Holdings Pty Ltd 100 100 Bosnandi Laundry Pty Ltd 51 51 Bushbreaks & More Pty Ltd 100 100 ClickOn Communications Pty Ltd 100 100 Cruises International SA Pty Ltd 100 100 Cudha SARL 11 1 50 50 Dinatla Property Services Pty Ltd 100 100 EAS Zimbabwe Pvt Ltd * 23 - 70 Execuflora Pty Ltd 100 100 Express Air Services Pty Ltd 100 100 Express Air Services Uganda Limited 18 100 100 Express Air Services Zambia Limited * 22 - 100 First Garment Rental Pty Ltd 100 100 Harvey World Travel Southern Africa Pty Ltd 100 100 Hotel Amenities Suppliers Pty Ltd 100 100 Interloc Freight Services Pty Ltd 100 100 Macardo Lodge Pty Ltd t/a Travelwise 2 51 51 New Frontiers Tours Pty Ltd 100 100 Nomtsalane Property Services Pty Ltd 86 86 Protea Security Services (West Rand) Pty Ltd 100 100 Bidshelf 27 Pty Ltd (Previously Aquazania Pty Ltd) 100 100 95 Consolidated Annual Financial Statements
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Interest in subsidiaries and associates as at 30 June Annexure A Effective holdings Effective holdings Country of incorporation if not SA Note 2025 % 2024 % Significant subsidiaries Bidvest Services South Africa (H,J) (continued) Quadrel Travel Manangement Pty Ltd t/a CWT 90 90 Rennies Travel (Namibia) Pty Ltd 12 100 100 Rennies Travel Pty Ltd t/a Rennies BCD Travel 100 100 Royalmnandi Duduza Pty Ltd 60 60 Royalmnandi Events Pty Ltd 100 100 Royalmnandi Food Services Pty Ltd 100 100 Set Point Fluid Handling & Analytics (Namibia) Pty Ltd ^ 12 100 - Set Point Botswana Pty Ltd ^ 2 100 - Synerlytic Group Holdings (Pty) Ltd ^ 100 - Synerlytic Analytical Holdings (Pty) Ltd ^ 100 - Synerlytic Services (Pty) Ltd ^ 100 - Synerlytic Analytical Services (Pty) Ltd ^ 100 - Synerlytic International Holdings Ltd ^ 23 100 - Top Turf Group Pty Ltd 100 100 Top Turf Lesotho Pty Ltd * 9 - 100 Top Turf Swaziland Pty Ltd 17 100 100 Travel Connections Pty Ltd 100 100 UAV and Drone Solutions Pty Ltd 100 100 Uniworld Travel Pty Ltd 100 100 Velocity Road Rehabilitation Holdings Pty Ltd 100 100 Vericon Outsourcing Pty Ltd 100 100 Wearcheck Ghana Ltd ^ 4 75 - Wearcheck Laboratories India Pte Ltd ^ 6 100 - Wearcheck Mozambique Limitada ^ 11 100 - Wearcheck Namibia Pty Ltd ^ 12 100 - Wearcheck PM Ltd ^ 19 100 - Wearcheck PM Llc ^ 19 1 49 - Wearcheck Tribology Services Pte Ltd ^ 23 100 - Wearcheck Zambia Ltd ^ 22 100 - Wearcheck Zimbabwe Pte Ltd ^ 23 100 - Workwear Rental Services Pty Ltd 100 100 World Travel Pty Ltd 100 100 WTH Investment Holdings Pty Ltd 100 100 Zanihold Pty Ltd 100 100 Bidvest Services International (I) Amber Support Solutions Limited 20 100 100 Axis Cleaning and Support Services Limited 20 100 100 Axis Group Integrated Services Limited 20 100 100 Axis Security Services Limited 20 100 100 B.I.C Services Pty Ltd 1 100 100 Bidvest Cleaning Pty Ltd 100 100 Bidvest Facilities Management Pty Ltd 100 100 Bidvest Noonan (ROI) Limited 13 100 100 Bidvest Noonan (UK) Limited 20 100 100 Bidvest Prestige Cleaning Pty Ltd 12 100 100 Bidvest Services (ROI) Limited 13 100 100 Bidvest Services (UK) Limited 20 100 100 Bidvest Services Group (UK) Limited 20 100 100 Bidvest Services Holdings Pty Ltd 100 100 Bidvest Services Pty Ltd 100 100 96 Consolidated Annual Financial Statements
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Interest in subsidiaries and associates as at 30 June Annexure A Effective holdings Effective holdings Country of incorporation if not SA Note 2025 % 2024 % Significant subsidiaries Bidvest Services International (I) (continued) Citron Hygiene LP ^ 3 100 - Citron Hygiene UK Limited ^ 20 100 - Citron Hygiene US Corp ^ 21 100 - Citron Hygiene US Holdco Inc ^ 3 100 - Citron Hygiene Holdings Inc ^ 3 100 - Citron Hygiene GP Inc ^ 3 100 - Hygiene LTIP Inc ^ 3 100 - Citron Hygiene Canada Inc ^ 3 100 - CLM Safety Limited 20 100 100 Consolidated Property Services Pty Ltd 1 100 100 Cordant Cleaning Limited 20 100 100 Cordant Security Limited 20 100 100 Cordant Thistle Limited 20 100 100 Countrywide Healthcare Limited 20 100 - Countrywide Healthcare Holdings Limited 20 100 - Crane Midco Limited 20 100 100 Dartry Laundry Ltd (“Dartry”) 20 100 100 Dinosi Cleaning Services Pty Ltd 55 55 Direct365Online Limited 20 100 100 Egroup Protective Services Group Pty Ltd 1 100 - Epsilon Test Services Limited 20 100 100 Future Carpet Cleaning Services Limited 20 100 100 Future Cleaning (Southwest) Limited 20 100 100 Future Cleaning FCS Limited 13 100 100 Future Cleaning Services Limited 20 100 100 Hygiene Matters Limited 13 100 100 Ikhayelihle Royalserve Cleaning Services Pty Ltd 100 100 Industro-Clean Botswana Pty Ltd 2 100 100 Just Ask Estate Services Limited 20 100 - Karmarton Limited 13 100 100 Lehlangene Facilities Management Pty Ltd 100 100 L. Lynch (H20) Solutions Limited 13 100 100 L. Lynch Interact Limited 13 100 100 LTP Mast and Infrastructure Services Pty Ltd 100 100 Mayflower Hygiene Supplies (London) Limited 20 100 100 Mayflower Hygiene Supplies (Ireland) Limited 13 100 100 Mediguard WIC Cleaning Services (Lesotho) Pty Ltd 9 51 51 Nexgen Facilities Services Limited 20 100 - Nexgen Facilities Services London Limited 20 100 - Nexgen London Limited 20 100 - Noonan Topco Limited 20 100 100 Personnel Hygiene Services Limited 20 100 100 PHS Bidco Limited 20 100 100 PHS Compliance Limited 20 100 100 PHS Group Limited 20 100 100 PHS Holdings Limited 20 100 100 PHS Hygiene Pty Ltd * 1 - 100 PHS Investments Limited 20 100 100 PHS Services Limited 20 100 100 PHS Serkon SAU 16 100 100 PHS Washrooms Limited 20 100 100 PHS Western Limited 20 100 100 97 Consolidated Annual Financial Statements
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Interest in subsidiaries and associates as at 30 June Annexure A Effective holdings Effective holdings Country of incorporation if not SA Note 2025 % 2024 % Significant subsidiaries Bidvest Services International (I) (continued) Prestige Cleaning Services Pty Ltd 100 100 Principal Hygiene Systems Limited 20 100 100 Pure Hygiene Pty Ltd 1 100 100 QMS Consulting Pty Ltd 100 100 Rebserve Facilities Management Pty Ltd 80 80 Rental Hygiene Services Pte Ltd 15 100 100 Robinson Services Limited 20 100 100 Robinson Services Laundry Limited 20 100 100 Steiner Environmental Solutions Pty Ltd 100 100 Steiner Hygiene Pty Ltd 100 100 Steiner Hygiene Swaziland Pty Ltd 17 100 100 Servicios Antiplagas, Higiene Y Control Ambiental SAU (Sahicasa) 16 100 100 Sword Security (NI) Limited 20 100 100 Synergy Waste Solutions Pty Ltd 20 100 100 Szense Air Aroma Pte Ltd 15 100 100 Test Monetary Systems Pty Ltd 100 100 Taemane Cleaning Services Pty Ltd * - 100 Teacrate Limited 20 100 100 Teacrate Rentals Limited 20 100 100 TFMC FM Services Pty Ltd 100 100 TFMC Holdings Pty Ltd 100 100 Top Turf Mauritius Pty Ltd 10 100 100 Top Turf Seychelles Pty Ltd 14 100 100 Umoja Property Solutions Pty Ltd 51 51 Bidvest Properties (O) Airport Logistics Property Holdings Pty Ltd 1 50 50 Bidvest Namibia Industrial Properties Pty Ltd 12 100 100 Bidvest Namibia Property Holdings Pty Ltd 12 100 100 Bidvest Properties Holdings Pty Ltd 100 100 Bidvest Properties UK Limited 20 100 100 Bidvest Properties Pty Ltd 100 100 Bidvest Property Holdings Pty Ltd 100 100 Elzet Development Pty Ltd 12 100 100 Lenkow Pty Ltd 12 100 100 Mercland Pty Ltd 1 50 50 Micawber 239 Pty Ltd 1 50 50 Micawber 240 Pty Ltd 53 53 Bidvest Corporate (L) BB Investment Company Pty Ltd# 100 100 Bid Services Division (IOM) Limited 7 100 100 Bid Services Division (Mauritius) Limited 10 100 100 Bid Services Division Pty Ltd 100 100 Bid Services Division (UK) Limited 20 100 100 Bidvest Advisory Services Pty Ltd 100 100 Bidvest Corporate Services Pty Ltd # 100 100 Bidvest Industrial Holdings Pty Ltd 100 100 Bidvest Namibia Commercial and Industrial Services and Products Pty Ltd 12 100 100 Bidvest Namibia Commercial Holdings Pty Ltd 12 100 100 98 Consolidated Annual Financial Statements
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Interest in subsidiaries and associates as at 30 June Annexure A Effective holdings Effective holdings Country of incorporation if not SA Note 2025 % 2024 % Significant subsidiaries Bidvest Corporate (L) Bidvest Namibia Limited 12 100 100 Bidvest Namibia Management Services Pty Ltd * 12 - 100 Bidvest Procurement Pty Ltd# 100 100 Bidvest South Africa Pty Ltd# 100 100 Bidvest Treasury Services Pty Ltd 100 100 Bidvest Wits University Football Club Pty Ltd 100 100 Bidvest Freight UK Limited 20 100 100 Bidvest Outsourced Services Limited * 20 - 100 Bidvest Property Limited * 20 - 100 Bidvestco Limited 100 100 Duiker Investments 172 Pty Ltd 12 100 100 Duiker 2019 Pty Ltd 12 100 100 Duiker Investments 2020 Pty Ltd 12 100 100 Skillion Limited * 20 - 100 The Bidvest Education Trust 100 100 The Bidvest Group (UK) Plc 20 100 100 The Bidvest Group Austrailia Pty Ltd 1 100 100 The Bidvest Group Singapore Pte Ltd 15 100 100 The Bidvest Incentive Scheme Trust 100 100 Bidvest Capital Pty Ltd 100 100 Significant associates and joint ventures Adcock Ingram Limited (India) (JV) (N) 6 50 50 DKTOB Pty Ltd (Daelibs) (I) 1 38 38 "K" Line Shipping (South Africa) Pty Ltd (D) 49 49 Ilembe Aiport Construction Services Pty Ltd (P) * - 20 National Renal Care Pty Ltd (JV) (N) 50 50 Strait Access Technologies Pty Ltd (N) 50 50 99 Consolidated Annual Financial Statements
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Interest in subsidiaries and associates as at 30 June Annexure A Effective holdings Effective holdings Country of incorporation if not SA Note 2025 % 2024 % Footnotes ^ acquired during 2025 * disposed during 2025 # trading as an agent Country of incorporation if not South Africa Nature of business 1 Australia 1 (A) Motor vehicle retailing and related services 2 Botswana 2 (B) Manufacturer and distributor of electrical products and services 3 Canada 3 (C) Banking products and services, foreign exchange and insurance 4 Ghana 4 (D) Freight, forwarding, clearing, distribution, warehousing 5 Hong Kong 5 and allied activities 6 India 6 (E) Distributor of forklifts, power and marine products, music and sound 7 Isle of Man 7 equipment, packaging closures and catering equipment 8 Kenya 8 (F) Distributor of office stationery; furniture and office automation 9 Lesotho 9 products and related services 10 Mauritius 10 (G) Manufacturer, supplier and distributor of commercial office products, 11 Mozambique 11 printer products, services, stationery and packaging products 12 Namibia 12 (H) Rental of garments and water and coffee dispensers, suppliers of 13 Republic of Ireland 13 consumables, specialised clothing and laundry; security, interior and 14 Seychelles 14 exterior landscaping services 15 Singapore 15 (I) Rental of hygiene equipment and suppliers of consumables, cleaning, 16 Spain 16 hygiene and facilities management services 17 Eswatini 17 (J) Travel management services, aviation services and car rental 18 Uganda 18 (K) Catering supplies, food and allied products 19 United Arab Emirates 19 (L) Group services and investment 20 United Kingdom 20 (M) Distributor of electrical appliances 21 United States 21 (N) Manufacturer, marketer and distributor of healthcare products 22 Zambia 22 (O) Property holding 23 Zimbabwe 23 (P) Construction Additional Notes (Q) Public private partnership 1 The Group has power over this subsidiary as it has the ability to direct the relevant activities of the subsidiary unilaterally. JV Joint venture 100 Consolidated Annual Financial Statements
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Shareholder information as at 30 June 2025 Number of share held % of shares issued % of effective holding Beneficial shareholding Major shareholders holding 3% or more of the shares in issue Government Employees Pension Fund (PIC) 70 442 431 20.70 20.73 GIC Asset Management Pte Ltd 16 741 898 4.92 4.93 WGI Emerging Markets Fund LLC 11 771 793 3.46 3.46 98 956 122 29.08 29.11 Investment management holdings Fund managers holding 3% or more of the shares in issue PIC (Manager) 74 541 267 21.91 21.93 Westwood Global Investments LLC 21 376 598 6.28 6.29 GIC Asset Management Pte Ltd 16 741 898 4.92 4.93 BlackRock Inc 15 407 175 4.53 4.53 The Vanguard Group Inc 14 187 148 4.17 4.17 Lazard Asset Management LLC Group 17 251 892 5.07 5.08 Old Mutual Ltd 12 404 478 3.65 3.65 Sanlam Investment Management 10 325 627 3.03 3.04 182 236 083 53.56 53.62 Shares in issue Total number in issue 340 274 346 Bidvest Education Trust (386 604) Effective number of shares in issue 339 887 742 Shareholder categories Number of shares held % of shares issued Pension Funds 116 107 895 34.12 Unit Trusts / Mutual Fund 89 109 984 26.19 Sovereign Wealth 28 548 147 8.39 Private Investor 26 478 026 7.78 Hedge Fund 12 766 017 3.75 Insurance Companies 9 032 836 2.65 Trading Position 8 774 441 2.58 Exchange-Traded Fund 10 959 034 3.22 Charity 5 441 756 1.60 American Depository Receipts 4 792 752 1.41 Custodians 1 588 894 0.47 Corporate Holding 1 898 316 0.56 Black Economic Empowerment 1 258 495 0.37 Others/Custodial/Unknown 23 517 753 6.91 340 274 346 100.00 Geographic split of beneficial shareholders South Africa 170 097 547 49.99 North America 90 725 783 26.66 United Kingdom 12 485 958 3.67 Rest of Europe 21 594 628 6.35 Rest of World 45 370 430 13.33 340 274 346 100.00 101 Consolidated Annual Financial Statements
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Shareholder information as at 30 June 2025 Analysis of shareholdings Number of shareholders % of all shareholders Number of shares held % of shares issued 1 - 1 000 39 952 83.71 9 944 422 2.92 1 001 - 10 000 6 566 13.76 17 219 367 5.06 10 001 - 100 000 912 1.91 28 167 197 8.28 100 001 - 1 000 000 251 0.53 73 022 286 21.46 1 000 001 - and more 45 0.09 211 921 074 62.27 47 726 100.00 340 274 346 100.00 Shareholder spread Public shareholders 47 720 99.99 339 475 314 99.77 Non-public shareholders 6 0.01 799 032 0.23 ● Bidcorp Group Retirement Fund 2 0.00 102 522 0.03 ● Bidvest Education Trust 1 0.00 386 601 0.11 Directors & Family Trust 3 0.01 309 909 0.09 47 726 100.00 340 274 346 100.00 102 Consolidated Annual Financial Statements
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Administration The Bidvest Group Limited Chief financial officer Incorporated in the Republic of South Africa Mark Steyn Registration number: 1946/021180/06 ISIN: ZAE000117321 Investor relations Share code: BVT Ilze Roux Group company secretary Registered office Nonqaba Katamzi Bidvest House 18 Crescent Drive Auditors Melrose Arch PricewaterhouseCoopers Inc. Melrose 2196 Legal advisers South Africa Alchemy Law Africa Baker & McKenzie Telephone +27 (11) 772 8700 Edward Nathan Sonnenbergs Werksmans Inc Bankers Website ABSA Bank Limited www.bidvest.com Bank of America E-mail info@bidvest.co.za Barclays PLC investor@bidvest.co.za FirstRand Group Limited Investec Bank Limited Bidvest call line Nedbank Limited 0860 BIDVEST The Standard Bank of South Africa Limited Ethics line Share transfer secretaries Freecall 0800 50 60 90 Computershare Investor Services Freefax 0800 00 77 88 Proprietary Limited E-mail bidvest@tip-offs.com PO Box 61051 Freepost Tip-offs Anonymous Marshalltown 138 Umhlanga Rocks 2107 KwaZulu-Natal 0861 100 950 4320 South Africa Sponsor Investec Bank Limited 103 Consolidated Annual Financial Statements