Interim report
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Condensed Consolidated Financial Statements 2025 for the six months ended 30 March
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RFG Interim Results 2025 ii 56% 31% 13% REGIONAL INTERNATIONAL Long Life Foods Fresh Foods International REVENUE CONTRIBUTION BY SEGMENT GROUP REVENUE (R’million) CAGR* 9.2% *Compound annual growth rate. 20252024202320222021 3 778 3 898 2 838 3 430 4 034 KEY FEATURES Group revenue + 3.5% to R4.0 billion Regional operating profit margin -20 bps to 9.8% Group operating profit margin -170 bps to 8.5% Regional operating profit + 4.9% to R343 million Regional revenue + 7.6% to R3.5 billion Group operating profit –13.9% to R343 million Headline earnings –11.9% to R231 million Interim dividend of 29.6 cps Net debt-to-equity ratio improved to 22.0% from 33.3%
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RFG Interim Results 2025 1 COMMENTARY PROFILE RFG is a leading producer of fresh, frozen and long life convenience meal solutions for customers and consumers across South Africa, sub-Saharan Africa and major global markets. RFG’s balanced portfolio of market leading brands, which includes Rhodes, Bull Brand, Magpie, Squish, Hinds and Today, is complemented by private label product ranges packed for all major South African retailers and international customers. TRADING AND FINANCIAL PERFORMANCE Group revenue increased by 3.5% to R4.0 billion. The regional segment reported a strong recovery in volumes despite consumer spending remaining under pressure in the domestic market and accounted for 87% of the Group’s revenue. Revenue (% change) Increase/(decrease) Volume Price Mix Forex Regional segment 7.6 9.9 (0.6) (1.7) International segment (17.2) (11.7) (3.3) 0.4 (2.6) Total Group 3.5 6.3 (1.4) (1.0) (0.4) Regional revenue increased by 7.6%, driven by volume growth of 9.9% (H1 2024: volume decline of 5.5%) and price deflation of 0.6% (H1 2024: price inflation of 10.0%). Within the regional segment, long life foods increased revenue by 7.2% with volume growth of 14.5%, which was partially offset by price deflation of 3.7%. The fruit juice, dry foods and pulps and purees categories all delivered double digit revenue growth. Volume gains were supported by a heightened focus on product and packaging innovation, most notably the launch of the fruit nectar juice range. Long life foods performance was negatively impacted by pressure on canned meat volumes due to high input costs, consumer resistance to price increases and high levels of promotional activity in the canned protein meals category. Fresh foods revenue grew by 8.3%, supported by volume growth of 1.5% and price inflation of 5.0%. The ready meals and pie categories both reported good revenue and volume growth. RFG continued to record market and brand share gains in several key product categories. The Group’s brands are the market leaders in canned meat (Bull Brand), canned tomato (Rhodes) and frozen pies and pastry (Today). The Rhodes brand holds the number two positions in fruit juice, canned fruit, jam, canned vegetables and infant meals, with Hinds the number two brand in spices, herbs and peppers. Revenue in the international segment declined by 17.2%, impacted by softer global demand and shifting market dynamics. Several canned deciduous fruit contracts were not honoured by customers in the Far East, resulting in product being redirected to alternative markets where it was sold at lower prices. The delay in securing new customers further contributed to an 11.7% decline in export volumes. This was compounded by a shortage of canned pineapple stock due to the drought conditions in Eswatini that adversely affected fruit quality and yields. The Group’s gross profit of R999 million was in line with the prior period while the gross profit margin declined by 80 basis points (“bps”) to 24.8% due mainly to selling price deflation, particularly in the international segment. The regional operating profit increased by 4.9% to R343 million while the operating profit margin reduced slightly to 9.8% from 10.0%. However, the international operating profit was R72.5 million lower at R0.7 million, with the operating profit margin reducing from 11.5% to 0.1% due to the lower revenue and pressure on the gross profit margin owing to selling price deflation. This contributed to the Group’s operating profit declining by 13.9% to R343 million, with the operating profit margin 170 bps lower at 8.5%. Earnings before interest, tax, depreciation and amortisation (“EBITDA”) were 8.8% lower at R503 million and the EBITDA margin contracted by 170 bps to 12.5%. The Group’s net interest cost was R13 million lower at R26 million due to the Group’s lower debt levels and lower average interest rates over the period. Headline earnings at R231 million were 11.9% lower than the prior period with headline earnings per share (HEPS) declining by 11.9% to 88.7 cents. Earnings per share reduced by 11.3% to 89.1 cents and diluted HEPS by 12.3% to 87.5 cents. Net working capital totalled R2.2 billion at the end of the period, R52 million lower than the prior corresponding period. Inventory levels reduced by R25 million while the R153 million increase in accounts receivable was more than offset by a R180 million increase in accounts payable. This limited the group’s investment in net working capital to R164 million for the interim reporting period (H1 2024: R433 million) The R269 million lower investment in net working capital contributed to cash generated from operations increasing by R248 million to R343 million for the reporting period. Net debt decreased by 29.8% or R349 million to R821 million and the net debt-to-equity ratio improved to 22.0% from 33.3%. Long-term loans of R106 million were repaid while no loans were raised during the half year ended 30 March 2025. Capital expenditure amounted to R168 million (H1 2024: R200 million) and is expected to total R430 million for the full financial year. Owing to the weaker performance of the international segment, the Group did not achieve its medium-term targets.
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RFG Interim Results 2025 2 COMMENTARY continued Metric Medium-term target Achieved in H1 2025 Revenue growth GDP growth + CPI + 2.0% 1.1% + 4.0% + 2.0% = 7.1% 3.5% (H1 2024: 3.2%) Operating profit margin 10.0% 8.5% (H1 2024: 10.2%) Return on equity WACC + 2.0% 13.7% + 2.0% = 15.7% 14.8%^ (H1 2024: 15.7%)^ ^ Rolling 12-month period. INTERIM DIVIDEND Following the increase in the Group’s dividend payout ratio from 33.3% to 50.0% of headline earnings for the 2024 financial year, the board has amended the dividend policy and will now declare both an interim and a final dividend each year. Accordingly, an interim dividend of 29.6 cents per share has been declared, based on a dividend cover ratio of 3.0 times HEPS. USA TRADE TARIFFS The significant increase expected in trade tariffs on exports to the United States of America (“USA”) presents a potential risk to the revenue and profitability of the international business. While the tariff rate and the commercial impact thereof remain uncertain, RFG is actively engaging with its USA customer base to determine contract terms post the implementation of new tariffs. If the tariffs result in RFG’s products no longer being price competitive, excess inventory may need to be redirected to existing markets or new opportunities identified. Sales to the USA accounted for approximately 24% of the Group’s international revenue for the first six months of the financial year. This represents a significant increase from 16% in the prior period due to the changing market dynamics referred to above. OUTLOOK Rising global tensions and escalating geopolitical risks driven by developments in the USA have heightened uncertainty across international markets. This ongoing instability has also negatively impacted South Africa’s macroeconomic outlook and slowed the country’s economic recovery. Management is confident that the trading momentum in the regional segment will continue into the second half of the financial year, despite ongoing pressure on consumer spending and weakening confidence amid the local and global uncertainty. Product and packaging innovation will be key to driving brand share growth and expanding into new product categories. The business remains focused on the effective management of sales volumes, the gross profit margin and other operating costs to achieve the regional operating profit margin target of 10%. In the international segment, an oversupply of deciduous fruit products driven by softer global demand is creating downward pressure on volumes and prices. However, shipments of RFG’s deciduous fruit products are gaining momentum after the first-half delays, which is expected to support higher international revenue in the second half of the year. While the climatic conditions impacting pineapple production in Eswatini are improving, the recovery is expected to take longer than initially anticipated and will likely impact the performance of the international segment for the remainder of the financial year. Any reference to future performance included in this announcement has not been reviewed or reported on by the Group’s independent auditor.
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RFG Interim Results 2025 3 COMMENTARY continued INTERIM CASH DIVIDEND DECLARATION The board of directors has declared a gross dividend of 29.6 cents per share in respect of the six months ended 30 March 2025 for holders of ordinary shares. The dividend has been declared out of income reserves. A dividend withholding tax of 20% will be applicable to all shareholders who are not exempt, resulting in a net dividend to these shareholders of 23.68 cents per share. Shareholders are advised of the following salient dates in respect of the dividend declaration: Last day to trade to receive a dividend Tuesday, 1 July 2025 Shares commence trading “ex” the dividend Wednesday, 2 July 2025 Record date Friday, 4 July 2025 Dividend payment to shareholders Monday, 7 July 2025 Share certificates may not be dematerialised or rematerialised between Wednesday, 2 July 2025 and Friday, 4 July 2025, both days included. The number of ordinary shares in issue at the date of declaration is 262 762 018. Pieter Hanekom Tiaan Schoombie Chief Executive Officer Chief Financial Officer Groot Drakenstein 21 May 2025
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RFG Interim Results 2025 4 Notes Reviewed Six months ended 30 March 2025 R’000 Reviewed Six months ended 31 March 2024 R’000 Audited Year ended 29 September 2024 R’000 ASSETS Non-current assets 2 699 108 2 716 357 2 678 398 Property, plant and equipment 4 2 033 920 1 981 467 1 985 745 Right-of-use assets 5 69 797 113 864 87 513 Intangible assets 118 244 144 056 131 150 Goodwill 444 857 444 857 444 857 Investment in associate – 6 613 – Deferred taxation asset 268 249 265 Biological assets 15 313 14 795 15 805 Loans and other receivables 16 709 10 456 13 063 Current assets 3 694 846 3 554 189 3 332 909 Inventory 6 2 151 343 2 176 232 1 729 014 Accounts receivable 1 425 711 1 277 162 1 372 678 Biological assets 66 846 69 372 30 215 Loans and other receivables 8 546 9 131 13 872 Taxation receivable 4 149 – Cash and cash equivalents 42 396 22 143 187 130 Total assets 6 393 954 6 270 546 6 011 307 EQUITY AND LIABILITIES Capital and reserves 3 736 378 3 510 445 3 839 542 Stated capital 1 535 720 1 536 906 1 537 809 Equity-settled employee benefits reserve 56 248 47 698 64 924 Accumulated profit 2 135 253 1 915 349 2 226 404 Equity attributable to owners of the Group 3 727 221 3 499 953 3 829 137 Non-controlling interest 9 157 10 492 10 405 Non-current liabilities 306 564 481 442 368 309 Loans 7 43 719 154 754 62 337 Lease liabilities 26 999 75 748 62 729 Deferred taxation liability 220 245 237 526 229 025 Employee benefit liability 15 601 13 414 14 218 Current liabilities 2 351 012 2 278 659 1 803 456 Accounts payable and accruals 1 392 685 1 220 250 1 042 372 Employee benefits accruals 70 625 67 006 106 378 Taxation payable 94 810 29 914 135 579 Loans 7 111 315 139 918 198 932 Lease liabilities 57 826 59 636 53 935 Bank overdraft 623 751 761 935 266 260 Total equity and liabilities 6 393 954 6 270 546 6 011 307 CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION as at 30 March 2025
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RFG Interim Results 2025 5 CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME for the six months ended 30 March 2025 Notes Reviewed Six months ended 30 March 2025 R’000 Reviewed Six months ended 31 March 2024 R’000 Audited Year ended 29 September 2024 R’000 Revenue 8 4 034 353 3 897 784 8 006 341 Cost of goods sold* 15 (3 035 743) (2 900 470) (5 931 007) Gross profit 15 998 610 997 314 2 075 334 Selling and distribution costs (253 361) (247 606) (519 734) Other operating costs (423 194) (364 110) (757 268) Other income 21 093 13 054 53 790 Operating profit before associate profit/(loss) 343 148 398 652 852 122 Associate profit/(loss) 97 (252) (33) Profit before interest and taxation 343 245 398 400 852 089 Interest costs (27 946) (39 655) (82 936) Interest income 1 493 77 100 Profit before taxation 316 792 358 822 769 253 Taxation (86 343) (97 955) (203 900) Profit for the period 230 449 260 867 565 353 Other comprehensive income Items that will not be reclassified to profit or loss – – (1) Remeasurement of employee benefit liability – – (2) Deferred taxation effect – – 1 Total comprehensive income for the period 230 449 260 867 565 352 Profit attributable to: Owners of the parent 231 697 261 118 565 691 Non-controlling interest (1 248) (251) (338) 230 449 260 867 565 353 Total comprehensive income attributable to: Owners of the parent 231 697 261 118 565 690 Non-controlling interest (1 248) (251) (338) 230 449 260 867 565 352 Earnings per share (cents) 9.2 89.1 100.5 217.9 Diluted earnings per share (cents) 9.2 88.0 99.6 214.4 * Reclassifications made to comparative periods presented.
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RFG Interim Results 2025 6 CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY for the six months ended 30 March 2025 Equity-settled Stated employee Accumulated Non-controlling capital benefits reserve profit interest Total Note R’000 R’000 R’000 R’000 R’000 Balance at 1 October 2023 – audited 1 544 818 37 615 1 813 407 10 743 3 406 583 Total comprehensive income for the period – – 261 118 (251) 260 867 Profit for the period – – 261 118 (251) 260 867 Other comprehensive income for the period – – – – – Equity-settled employee benefits – 16 192 – – 16 192 Equity-settled employee benefits settlement – (6 109) 2 973 – (3 136) Acquisition of treasury shares (7 912) – – – (7 912) Dividend paid 14 – – (162 149) – (162 149) Balance at 31 March 2024 – reviewed 1 536 906 47 698 1 915 349 10 492 3 510 445 Total comprehensive income for the period – – 304 572 (87) 304 485 Profit for the period – – 304 573 (87) 304 486 Other comprehensive income for the period – – (1) – (1) Equity-settled employee benefits – 17 332 7 279 – 24 611 Equity-settled employee benefits settlement 4 038 (106) (796) – 3 136 Acquisition of treasury shares (3 135) – – – (3 135) Balance at 29 September 2024 – audited 1 537 809 64 924 2 226 404 10 405 3 839 542 Total comprehensive income for the period – – 231 697 (1 248) 230 449 Profit for the period – – 231 697 (1 248) 230 449 Other comprehensive income for the period – – – – – Equity-settled employee benefits – 37 530 – – 37 530 Equity-settled employee benefits settlement 8 527 (46 206) (32 262) – (69 941) Acquisition of treasury shares (10 616) – – – (10 616) Dividend paid 14 – – (290 586) – (290 586) Balance at 30 March 2025 – reviewed 1 535 720 56 248 2 135 253 9 157 3 736 378
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RFG Interim Results 2025 7 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS for the six months ended 30 March 2025 Notes Reviewed Six months ended 30 March 2025 R’000 Reviewed Six months ended 31 March 2024 R’000 Audited Year ended 29 September 2024 R’000 Cash flows from operating activities Cash generated from operations 10 343 036 95 397 982 772 Interest paid (25 237) (35 708) (81 581) Interest received 1 493 77 100 Taxation paid (135 899) (107 917) (109 285) Net cash inflow/(outflow) from operating activities 183 393 (48 151) 792 006 Cash flows from investing activities Purchase of property, plant and equipment (167 868) (199 837) (323 818) Purchase of intangible assets (1 277) (39) (39) Proceeds on disposal of property, plant and equipment 2 156 368 670 Loans and other receivables advanced – – (9 938) Loans and other receivables repaid 1 940 2 531 5 532 Net cash outflow from investing activities (165 049) (196 977) (327 593) Cash flows from financing activities Equity-settled employee benefits settlement (69 941) (3 136) – Acquisition of treasury shares (10 616) (7 912) (11 047) Loans repaid 7 (106 235) (184 577) (217 980) Principal portion of lease liabilities repaid (43 191) (39 233) (54 710) Dividend paid 14 (290 586) (162 149) (162 149) Net inflow from bank overdraft 357 491 629 589 133 914 Net cash (outflow)/inflow from financing activities (163 078) 232 582 (311 972) Net (decrease)/increase in cash and cash equivalents (144 734) (12 546) 152 441 Cash and cash equivalents at beginning of the period 187 130 34 689 34 689 Cash and cash equivalents at end of the period 42 396 22 143 187 130
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RFG Interim Results 2025 8 CONDENSED CONSOLIDATED SEGMENTAL REPORT for the six months ended 30 March 2025 PRODUCTS AND SERVICES FROM WHICH REPORTABLE SEGMENTS DERIVE THEIR REVENUES Information reported to the chief operating decision-maker for the purposes of resource allocation and assessment of segment performance focuses on the types of goods or services delivered or provided, and in respect of the ‘regional’ and ‘international’ operations. The information is further analysed based on the different classes of customers. The chief operating decision-maker of the Group has chosen to organise the Group around the difference in geographical areas and manages the business on that basis. Specifically, the Group’s reportable segments under IFRS 8: Operating Segments, are as follows: • Regional • International SEGMENT REVENUES AND RESULTS The Group’s revenue and results by reportable segment are analysed below and incorporate disaggregation of revenue. Notes Reviewed Six months ended 30 March 2025 R’000 Reviewed Six months ended 31 March 2024 R’000 Audited Year ended 29 September 2024 R’000 Segment revenue Regional Fresh products sales 1 263 255 1 166 090 2 374 951 Long life products sales 2 242 042 2 092 200 3 980 183 3 505 297 3 258 290 6 355 134 International Long life products sales 529 056 639 494 1 651 207 Total 8 4 034 353 3 897 784 8 006 341 Segment profit Regional 342 477 326 826 675 212 International 671 73 243 188 778 Operating profit 343 148 400 069 863 990 Impairment loss – (1 417) (11 868) Interest income 1 493 77 100 Interest expense (27 946) (39 655) (82 936) Associate profit / (loss) 97 (252) (33) Profit before taxation 316 792 358 822 769 253
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RFG Interim Results 2025 9 CONDENSED CONSOLIDATED SEGMENTAL REPORT continued for the six months ended 30 March 2025 Notes Reviewed Six months ended 30 March 2025 R’000 Reviewed Six months ended 31 March 2024 R’000 Audited Year ended 29 September 2024 R’000 Segment depreciation Regional 111 18 4 99 458 191 919 International 36 139 41 281 88 079 Total 147 323 140 739 279 998 Segment amortisation Regional 12 894 12 890 25 773 International 12 16 39 Total 12 906 12 906 25 812 Segment revenue reported above represents revenue generated from external customers. Intercompany sales in the regional long life segment amounted to R241.807 million (six months ended 31 March 2024: R286.599 million, year ended 29 September 2024: R582.457 million), which have been eliminated upon consolidation. Segment profit represents the profit before tax earned by each segment excluding impairment losses, interest costs and interest income. This is the measure reported to the chief operating decision-maker for the purpose of resource allocation and assessment of segment performance. GEOGRAPHICAL INFORMATION The Group’s non-current assets by location of operations (excluding goodwill and deferred taxation asset) and revenue are detailed below. The chief operating decision-maker does not evaluate any of the Group’s other assets or liabilities on a segmental basis for decision-making purposes. Reviewed Six months ended 30 March 2025 R’000 Reviewed Six months ended 31 March 2024 R’000 Audited Year ended 29 September 2024 R’000 Non-current assets South Africa 2 035 178 2 052 569 2 012 454 Eswatini 218 805 218 682 220 822 2 253 983 2 271 251 2 233 276 Revenue South Africa 3 997 206 3 810 498 7 762 471 Eswatini 37 147 87 286 243 870 4 034 353 3 897 784 8 006 341 INFORMATION REGARDING MAJOR CUSTOMERS Two customers (six months ended 31 March 2024: two customers, year ended 29 September 2024: two customers) individually contributed 10% or more of the Group’s revenue arising from both regional and international sources.
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RFG Interim Results 2025 10 1. BASIS OF PREPARATION RFG Holdings Limited is a company incorporated and domiciled in South Africa. These condensed consolidated financial statements (‘financial statements’) as at and for the six months ended 30 March 2025 comprise the Company and its subsidiaries (together referred to as the “Group’’). The main business of the Group is the manufacturing and marketing of convenience meal solutions. These include ready meals, pies and other pastry-based products, dairy products, fruit juices, fruit purees and concentrates and long life meals including jams, fruits, salads, vegetables, meat and dry packed foods. There were no major changes in the nature of the business of the Group during the six months ended 30 March 2025. The financial statements are presented in South African Rand, which is the Group’s functional and presentation currency. All financial information presented in Rand has been rounded to the nearest thousand (R’000), unless otherwise stated. The directors are responsible for the preparation and integrity of the condensed consolidated financial statements and other information contained therein and have elected to engage the Group’s auditors, Ernst & Young Inc., to conduct a voluntary review of the condensed consolidated financial statements. The condensed consolidated financial statements have been prepared in accordance with the framework concepts, the measurement and recognition requirements of International Financial Reporting Standards (“IFRS”) Accounting Standards as issued by the International Accounting Standards Board and the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee, the Financial Pronouncements as issued by the Financial Reporting Standards Council, and the requirements of the Companies Act of South Africa applicable to condensed financial statements and the JSE Limited Listings Requirements. The condensed consolidated financial statements contain, as a minimum, the information required by IAS 34: Interim Financial Reporting. The accounting policies and methods of computations applied in the preparation of the condensed consolidated financial statements comply with IFRS Accounting Standards as issued by the International Accounting Standards Board and are consistent with those applied in the consolidated financial statements for the year ended 29 September 2024, except as mentioned below. 2. NEW AND AMENDED ACCOUNTING STANDARDS AND INTERPRETATIONS The Group has considered all standards, amendments and interpretations that are in issue but not yet effective for adoption by the Group. 2.1 AMENDED STANDARD ADOPTED BY THE GROUP During the current period, the Group adopted the following amended standard issued by the IASB that is relevant to its operations and effective for annual reporting periods beginning on or after 1 January 2024. While this standard is relevant to the Group’s operations, it did not have a material impact on amounts recognised in the current or prior periods and is not expected to significantly affect future periods: • Amendment to IAS 1 – Classification of Liabilities as Current and Non-current 2.2 AMENDED STANDARDS NOT YET ADOPTED BY THE GROUP The following new standard is expected to have a material impact on the consolidated annual financial statements: • IFRS 18 – Presentation and Disclosure in Financial Statements IFRS 18 introduces new categories and subtotals in the consolidated statement of profit or loss and other comprehensive income. It also requires disclosure of management-defined performance measures (as defined) and includes new requirements for the location, aggregation and disaggregation of financial information. The new standard is effective for annual periods beginning on or after 1 January 2027 and is expected to have a material impact on the Group’s financial statements. 3. SEASONALITY OF OPERATIONS The Group’s performance is subject to seasonal trends based on the seasonality of fruit crops which are processed annually from November to July. Due to the seasonal nature of fruit production, working capital is actively managed over an annual cycle. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS for the six months ended 30 March 2025
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RFG Interim Results 2025 11 NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS continued for the six months ended 30 March 2025 4. PROPERTY, PLANT AND EQUIPMENT During the six months ended 30 March 2025 the following transactions accounted for the movement in the property, plant and equipment balance: Opening balance Additions Disposals Closing balance Cost R’000 R’000 R’000 R’000 30 March 2025 3 270 140 169 145 (36 740) 3 402 545 31 March 2024 3 026 209 199 837 (1 321) 3 224 725 29 September 2024 3 026 209 323 818 (79 887) 3 270 140 Accumulated depreciation and impairment Opening balance R’000 Depreciation R’000 Disposals R’000 Impairment R’000 Closing balance R’000 30 March 2025 1 284 395 120 453 (36 223) – 1 368 625 31 March 2024 1 127 546 115 555 (1 260) 1 417 1 243 258 29 September 2024 1 127 546 228 764 (76 950) 5 035 1 284 395 Net book value Opening balance R’000 Closing balance R’000 30 March 2025 1 985 745 2 033 920 31 March 2024 1 898 663 1 981 467 29 September 2024 1 898 663 1 985 745 The disposal of property, plant and equipment resulted in a profit of R1.639 million (six months ended 31 March 2024: profit of R0.306 million, year ended 29 September 2024 loss of R2.267 million). No impairment loss was recognised during the six months ended 30 March 2025. During the six months ended 30 March 2025, the Group contracted R110.019 million (six months ended 31 March 2024: R72.395 million, year ended 29 September 2024: R8.641 million) for future capital commitments. This will be financed through a combination of operating cash flows and available credit facilities. There has been no major change in the nature of property, plant and equipment, the policy regarding the use thereof, or the encumbrances over the property, plant and equipment. 5. RIGHT-OF-USE ASSETS The Group leases various land and buildings, plant and machinery, office equipment and vehicles. Rental contracts are typically entered into for fixed periods, but may sometimes have extension options. Lease terms are negotiated on an individual basis by the underlying business components and contain a range of terms and conditions. Leases of plant and machinery, office equipment and vehicles have a lease term ranging from three to twenty years (2024: three to twenty years). Leases of land and buildings have a lease term ranging from two to ten years. Set out below are the carrying amounts of right-of-use assets recognised and the movements during the year: Net book value Opening balance R’000 Additions R’000 Terminations R’000 Depreciation R’000 Remeasurements 1 R’000 Closing balance R’000 30 March 2025 87 513 8 112 – (26 870) 1 042 69 797 31 March 2024 113 902 16 335 – (25 184) 8 811 113 864 29 September 2024 113 902 17 040 (902) (51 234) 8 707 87 513 1 Lease remeasurements relate to lease renewal options which were exercised during the period under review.
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RFG Interim Results 2025 12 NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS continued for the six months ended 30 March 2025 6. INVENTORY Reviewed Six months ended 30 March 2025 R’000 Reviewed Six months ended 31 March 2024 R’000 Audited Year ended 29 September 2024 R’000 Finished goods 1 429 989 1 533 301 1 184 643 Work-in-progress 21 831 22 597 19 258 Raw materials 699 523 620 334 525 113 2 151 343 2 176 232 1 729 014 Provision for obsolete stock (23 313) (36 442) (23 713) 2 128 030 2 139 790 1 705 301 Included in finished goods is an amount of R29.298 million (31 March 2024: R65.410 29 million, September 2024: R50.324 million) for inventory written down to net realisable value. 7. LOANS Reviewed Six months ended 30 March 2025 R’000 Reviewed Six months ended 31 March 2024 R’000 Audited Year ended 29 September 2024 R’000 Total loans 155 034 294 672 261 269 Less: Current portion (111 315) (139 918) (198 932) Non-current loans 43 719 154 754 62 337 Reconciliation of the movement in loans: Outstanding at the beginning of the year 261 269 479 249 479 249 Contractual repayments of capital (106 235) (184 577) (217 980) Outstanding at the end of the year 155 034 294 672 261 269
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RFG Interim Results 2025 13 NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS continued for the six months ended 30 March 2025 8. REVENUE The disaggregated revenue from contracts with customers is as follows: Reviewed Six months ended 30 March 2025 R’000 Reviewed Six months ended 31 March 2024 R’000 Audited Year ended 29 September 2024 R’000 Regional Fresh products 1 263 255 1 166 090 2 374 951 Long life fruit products 434 499 412 492 776 591 Long life grocery products 1 807 543 1 679 708 3 203 592 3 505 297 3 258 290 6 355 134 International Long life fruit products 519 585 628 359 1 626 635 Long life grocery products 9 471 11 135 24 572 529 056 639 494 1 651 207 4 034 353 3 897 784 8 006 341 The revenue categories consist of net sales of the following: • Fresh products: Ready meals, pies, bakery and dairy products. • Fruit products: Canned fruit and jam, fruit purees and fruit concentrates. • Grocery products: Canned vegetables, canned meat, bottled salads and pickles, fruit juice, dry packaged foods and infant meals.
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RFG Interim Results 2025 14 NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS continued for the six months ended 30 March 2025 9. EARNINGS AND HEADLINE EARNINGS PER SHARE 9.1 Headline earnings per share Reconciliation between earnings attributable to owners of the parent and headline earnings: Reviewed Six months ended 30 March 2025 Reviewed Six months ended 31 March 2024 Audited Year ended 29 September 2024 Gross1 R’000 Net R’000 Gross1 R’000 Net R’000 Gross1 R’000 Net R’000 Earnings attributable to owners of the parent 231 697 261 118 565 691 Adjustments to earnings attributable to owners of the parent: (Profit)/loss on disposal of property, plant and equipment (1 641) (1 198) (306) (223) 2 267 1 655 Impairment of property, plant and equipment – – 1 417 1 034 5 035 3 676 Impairment of investment in associate – – – – 6 833 6 833 Insurance proceeds related to property, plant and equipment – – (303) (221) (1 289) (941) Headline earnings 230 499 261 708 576 914 Headline earnings per share (cents) 88.7 100.7 222.2 1 Pre-tax amounts attributable to owners of the parent. Reviewed Six months ended 30 March 2025 R’000 Reviewed Six months ended 31 March 2024 R’000 Audited Year ended 29 September 2024 R’000 9.2 Earnings and diluted earnings per share Earnings attributable to owners of the parent 231 697 261 118 565 691 Earnings per share (cents) 89.1 100.5 217.9 Diluted earnings per share (cents) 88.0 99.6 214.4 9.3 Diluted headline earnings per share Headline earnings 230 499 261 708 576 914 Diluted headline earnings per share (cents) 87.5 99.8 218.7 9.4 Weighted average number of shares in issue Weighted average number of shares in issue 262 762 018 262 762 018 262 762 018 Weighted average number of treasury shares (2 830 294) (2 917 352) (3 095 215) Weighted average number of shares 259 931 724 259 844 666 259 666 803 Effect of equity-settled share plan 3 452 076 2 306 940 4 144 295 Dilutive weighted average number of shares 263 383 800 262 151 606 263 811 098
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RFG Interim Results 2025 15 NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS continued for the six months ended 30 March 2025 10. CASH GENERATED FROM OPERATIONS Reviewed Six months ended 30 March 2025 R’000 Reviewed Six months ended 31 March 2024 R’000 Audited Year ended 29 September 2024 R’000 Reconciliation of profit before taxation to cash generated from operations Profit before taxation 316 792 358 822 769 253 Adjusted for: Depreciation of property, plant and equipment 120 453 115 555 228 764 Depreciation of right-of-use assets 26 870 25 184 51 234 Amortisation of intangible assets 12 906 12 906 25 812 Net interest costs 26 453 39 578 82 836 (Profit)/loss on disposal of property, plant and equipment (1 639) (306) 2 267 IFRS 16 lease cancellation gain – – (393) Foreign exchange loss/(gain) on foreign currency denominated lease liabilities 2 293 (531) (3 081) Impairment of property, plant and equipment – 1 417 5 035 Impairment of investment in associate – – 6 833 Net (profit)/loss of associate (97) 252 33 Share-based payment expense recognised 37 530 16 192 33 524 Allowance for credit losses on loans (260) (317) (727) Net movement in biological assets (36 139) (41 714) (3 567) Net movement in employee benefit liability 1 383 1 198 2 000 Operating cash flows before working capital changes 506 547 528 236 1 199 823 Working capital changes (163 511) (432 839) (217 051) Increase in inventory (422 329) (506 689) (59 471) Increase in accounts receivable (53 033) (113 197) (212 897) Increase in accounts payable and accruals 347 604 237 791 66 689 Decrease in employee benefit liability accruals (35 753) (50 744) (11 372) Cash generated from operations 343 036 95 397 982 772 11. CONTINGENT LIABILITIES Reviewed Six months ended 30 March 2025 R’000 Reviewed Six months ended 31 March 2024 R’000 Audited Year ended 29 September 2024 R’000 Bank guarantees for import and operational activities 16 778 19 389 20 571 Suretyship for RFG Foods Proprietary Limited banking facilities with Nedbank Limited, issued by Pacmar Properties Proprietary Limited. 44 000 44 000 44 000 Suretyship for RFG Eswatini Proprietary Limited banking facility with Nedbank (Eswatini) Limited issued by RFG Foods Proprietary Limited. 75 000 75 000 75 000 Cession of all amounts owing to RFG Foods Proprietary Limited by RFG Eswatini Proprietary Limited and Rhodes Foods Eswatini Proprietary Limited in favour of Nedbank Limited. Unlimited Unlimited Unlimited Suretyship including cession of loans receivable by Rhodes Foods Eswatini Proprietary Limited for RFG Eswatini Proprietary Limited banking facilities with Nedbank (Eswatini) Limited. Unlimited Unlimited Unlimited
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RFG Interim Results 2025 16 NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS continued for the six months ended 30 March 2025 12. FINANCIAL INSTRUMENTS The carrying amounts of the financial assets and liabilities reported in the statement of financial position approximate fair values at the reporting date. 13. RELATED PARTY TRANSACTIONS The Group sold goods to Peaty Mills Plc for R101.653 million (six months ended 31 March 2024: R124.885 million, year ended 29 September 2024: R359.550 million). Included in trade receivables are amounts due from Peaty Mills Plc for R63.492 million (six months ended 31 March 2024: R61.616 million, year ended 29 September 2024: R74.142 million). There were no other significant related party transactions during the period under review. 14. DIVIDEND PAID On 27 January 2025, a dividend of 111.1 cents (22 January 2024: 62.0 cents) per share was paid amounting to a total dividend of R290.6 million (2024: R162.1 million). 15. RECLASSIFICATIONS MADE TO THE COMPARATIVE PERIODS PRESENTED 15.1 Statement of profit or loss and other comprehensive income Management has reassessed the presentation of the statement of profit or loss and other comprehensive income and restated the prior year, to present cost of sales and gross profit as separate line items on the face of the statement. Although cost of sales was previously reported in the notes, it is management’s view that this presentation provides a more comparable view of the entity. The impact of the changes above on the comparative periods presented is as follows: 31 March 2024 Before R’000 Change R’000 Now R’000 Revenue 3 897 784 – 3 897 784 Direct manufacturing costs (2 458 503) 2 458 503 – Manufacturing operating costs (441 967) 441 967 – Cost of sales – (2 900 470) (2 900 470) Gross profit – 997 314 997 314 Selling and distribution costs (247 606) – (247 606) Other operating costs (364 110) – (364 110) Other income 13 054 – 13 054 Operating profit before associate profit / (loss) 398 652 – 398 652 29 September 2024 Before R’000 Change R’000 Now R’000 Revenue 8 006 341 – 8 006 341 Direct manufacturing costs (5 045 283) 5 045 283 – Manufacturing operating costs (885 724) 885 724 – Cost of sales – (5 931 007) (5 931 007) Gross profit – 2 075 334 2 075 334 Selling and distribution costs (519 734) – (519 734) Other operating costs (757 268) – (757 268) Other income 53 790 – 53 790 Operating profit before associate profit / (loss) 852 122 – 852 122
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RFG Interim Results 2025 17 NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS continued for the six months ended 30 March 2025 16. GOING CONCERN The board of directors concluded that the Group has adequate financial resources available within the Group to continue its operations for the foreseeable future and accordingly the financial statements have been prepared on the going concern basis. 17. EVENTS SUBSEQUENT TO REPORTING DATE The board of directors is not aware of any matter or circumstance of a material nature arising since the end of the six months ended 30 March 2025, otherwise not dealt with in the condensed consolidated financial statements, which significantly affects the financial position of the Group or the results of its operations. 18. INTERIM FINANCIAL PERIOD END The Group’s financial year ends on or about 30 September which reflects 52 weeks of trading, and as a result the reporting date may differ year on year. References to an interim financial period are to the 26 weeks ended on or about 31 March. The interim financial statements were prepared for the 26 weeks ended 30 March 2025 (2024: 26 weeks ended 31 March 2024). 19. APPROVAL OF THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS The condensed consolidated financial statements were approved by the board of directors on 16 May 2025. 20. PREPARER OF THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS These condensed consolidated financial statements were prepared under the supervision of CC Schoombie CA(SA), chief financial officer. 21. REVIEW REPORT The directors have elected to engage the Group’s auditors, Ernst & Young Inc., to conduct a voluntary review of the condensed consolidated financial statements. The Group’s auditors have issued an unmodified review conclusion on the condensed consolidated financial statements. Any reference to the Group’s outlook included in this announcement has not been reviewed or reported on by the Group’s auditors.
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RFG Interim Results 2025 18 NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS continued for the six months ended 30 March 2025 22. INDEPENDENT AUDITOR’S REVIEW REPORT ON INTERIM FINANCIAL STATEMENTS To the Shareholders of RFG Holdings Limited We have reviewed the condensed consolidated financial statements of RFG Holdings Limited, contained in the accompanying interim report, which comprises the condensed consolidated statement of financial position as at 30 March 2025 and the condensed consolidated statements of profit or loss and other comprehensive income, changes in equity and cash flows for the six month period then ended, and selected explanatory notes. Director’s Responsibility for the Interim Financial Statements The directors are responsible for the preparation and presentation of these interim financial statements in accordance with the IFRS Accounting Standards as issued by the International Accounting Standards Board, IAS 34 Interim Financial Reporting, the SAICA Financial Reporting Guides, as issued by the Accounting Practices Committee and Financial Pronouncements as issued by Financial Reporting Standards Council and the requirements of the Companies Act of South Africa, and for such internal control as the directors determine is necessary to enable the preparation of interim financial statements that are free from material misstatement, whether due to fraud or error. Auditor’s Responsibility Our responsibility is to express a conclusion on these interim financial statements. We conducted our review in accordance with International Standard on Review Engagements (ISRE) 2410, Review of Interim Financial Information Performed by the Independent Auditor of the Entity. ISRE 2410 requires us to conclude whether anything has come to our attention that causes us to believe that the interim financial statements are not prepared in all material respects in accordance with the applicable financial reporting framework. This standard also requires us to comply with relevant ethical requirements. A review of interim financial statements in accordance with ISRE 2410 is a limited assurance engagement. We perform procedures, primarily consisting of making inquiries of management and others within the entity, as appropriate, and applying analytical procedures, and evaluate the evidence obtained. The procedures performed in a review are substantially less than and differ in nature from those performed in an audit conducted in accordance with International Standards on Auditing. Accordingly, we do not express an audit opinion on these financial statements. Conclusion Based on our review, nothing has come to our attention that causes us to believe that the accompanying condensed consolidated financial statements of RFG Holdings Limited for the six month period ended 30 March 2025 are not prepared, in all material respects, in accordance with the IFRS Accounting Standards as issued by the International Accounting Standards Board, IAS 34, Interim Financial Reporting the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee and Financial Pronouncements as issued by Financial Reporting Standards Council and the requirements of the Companies Act of South Africa. Ernst & Young Inc. Director: Lucian Rolleston Registered Auditor Chartered Accountant (SA) 21 May 2025 3rd Floor, Waterway House, 3 Dock Road, V&A Waterfront PO Box 656, Cape Town, 8000
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RFG Interim Results 2025 CORPORATE INFORMATION RFG Holdings Limited Incorporated in the Republic of South Africa Registration number: 2012/074392/06 Share code: RFG ISIN: ZAE000191979 Registered address Pniel Road, Groot Drakenstein, 7680 Telephone: +27 (0)21 870 4000 Directors Dr YG Muthien* (Chairperson) ZR Angamia**1 T Blok*1 WP Hanekom (Chief Executive Officer) TP Leeuw*2 S Maitisa* SV Naidoo* BN Njobe* CC Schoombie (Chief Financial Officer) CL Smart**3 GJH Willis** * Independent non-executive ** Non-executive 1 Appointed 9 December 2024 2 Resigned 19 March 2025 3 Resigned 9 December 2024 Company secretary Z Annandakrisnan Transfer secretaries Computershare Investor Services Proprietary Limited Sponsor Rand Merchant Bank, a division of FirstRand Bank Limited External auditors Ernst & Young Inc.
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