Annual financial statement
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Food I Service I Technology 2026 Annual financial statements for the year ended June 30 2026
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1 Directors’ responsibility for the financial statements 1 Preparer of financial statements 2 Chief executive officer and chief financial officer’s internal financial control responsibility statement 2 Declaration by company secretary 3 Directors’ report 6 Audit and risk committee report 10 Acquisitions committee report 11 Nominations committee report 13 Remuneration committee report 15 Environmental, social and ethics committee report 17 Directors’ curricula vitae 21 Independent auditor’s report 25 Consolidated statement of profit or loss 25 Consolidated statement of other comprehensive income 26 Consolidated statement of cash flows 26 Consolidated statement of financial position 27 Consolidated statement of changes in equity 28 Notes to the consolidated financial statements 81 Separate statement of comprehensive income 81 Separate statement of financial position 82 Separate statement of changes in equity 82 Separate statement of cash flows 83 Notes to the separate financial statements 86 Shareholders’ information 87 Analysis of shareholding 88 Shareholders’ diary IBC Administration Contents BIDCORP 2026 Consolidated annual financial statements
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The independent auditing firm KPMG Inc., who have been given unrestricted access to all financial records and related data, including minutes of all meetings of shareholders, the board of directors and committees of the board, has audited the consolidated and separate financial statements. The directors believe that all representations made to the independent auditors during their audit were valid and appropriate. The independent auditors are responsible for reporting on whether the consolidated and separate financial statements are fairly presented in accordance with IFRS and the Companies Act. The consolidated and separate financial statements for the year ended June 30 2026, were approved by the board of directors and are signed by: Stephen Koseff Bernard Larry Berson David Edward Cleasby Authorised director Authorised director Authorised director Non-executive chairman Chief executive officer Chief financial officer August 25 2026 To the shareholders of Bid Corporation Limited The directors are responsible for the preparation and fair presentation of the consolidated and separate financial statements of Bid Corporation Limited (the group and company) in accordance with IFRS ® Accounting Standards (IFRS), the interpretations adopted by the International Accounting Standards Board, the JSE Limited Listings Requirements (JSE), and in terms of the Companies Act, No 71 of 2008, as amended, of South Africa (Companies Act). 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 directors accept responsibility for the preparation, integrity and fair presentation of the consolidated and separate financial statements and are satisfied that the systems and internal financial controls implemented by management are effective, including controls over the security over the electronic distribution of annual reports and other financial information. The directors’ responsibility also includes maintaining adequate accounting records and an effective system of risk management. Internal financial controls have been put in place to ensure that material information relating to the group’s subsidiaries to effectively prepare the consolidated and separate annual financial statements. The group operates in an established control environment, which is documented and regularly reviewed. The audit and risk committee plays an integral role in risk management. The directors have made an assessment of the group and company’s ability to continue as a going concern and there is no reason to believe that the group and company will not be going concerns in the year ahead. The consolidated and separate financial statements have been prepared by Shane Larkin FCCA (group financial manager) and Nakita Duff CA(SA) (group financial controller) under the supervision of David Cleasby CA(SA) (chief financial officer) and audited in compliance with section 30 of the Companies Act of South Africa. BIDCORP 2026 Consolidated annual financial statements 1 Directors’ responsibility for the financial statements Preparer of financial statements
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In line with paragraph 5.9 of the JSE Limited (JSE) Listings Requirements each of the directors, whose names are stated below, hereby confirm that: a) the annual financial statements set out on pages 25 to 85, fairly present in all material respects the financial position, financial performance and cash flows of the issuer in terms of IFRS; b) to the best of our knowledge and belief, no facts have been omitted or untrue statements made that would make the annual financial statements false or misleading; c) internal financial controls have been put in place to ensure that material information relating to the issuer and its consolidated subsidiaries have been provided to effectively prepare the financial statements of the issuer; d) the internal financial controls are adequate and effective and can be relied upon in compiling the annual financial statements, having fulfilled our role and function as executive directors with primary responsibility for implementation and execution of controls; e) where we are not satisfied, we have disclosed to the audit and risk committee and the auditors the deficiencies in design and operational effectiveness of the internal financial controls, and have taken the necessary remedial action; and f) we are not aware of any fraud involving directors. Signed by the chief executive officer and the financial director. Bernard Larry Berson David Edward Cleasby Authorised director Authorised director Chief executive officer Chief financial officer August 25 2026 We certify that to the best of our knowledge and belief, Bid Corporation Limited, in terms of section 88(2) (e) of the Companies Act, has lodged with the Commissioner of the Companies and Intellectual Property Commission, all such returns and notices as prescribed by the Companies Act and that all such returns and notices appear to be true and up to date. Bidcorp Corporate Services (Pty) Limited August 25 2026 BIDCORP 2026 Consolidated annual financial statements2 Chief executive officer and chief financial officer’s internal financial control responsibility statement Declaration by company secretary
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The directors have pleasure in presenting their report for the year ended June 30 2026. Nature of business Bid Corporation Limited (Bidcorp) is an international broadline foodservice group present in all continents other than North America and Antarctica. Bidcorp is focused on growth opportunities: » organically in our current markets through attaining the appropriate business mix by selling more products to our existing customers and gaining new customers; » via in-territory bolt-on acquisitions to expand our geographic reach and our product ranges; and » via larger acquisitions to enter new markets. Despite our appetite for acquisitions, we remain disciplined in our approach. Bidcorp’s entrepreneurial and decentralised business model, depth and experience of management teams and strength of the group’s culture has set up the group for sustained growth in the future. Further development of our product sourcing capabilities, both local and imported, is creating the opportunity to expand our Own Brand offering. Small, but strategic investments, are also being made into value-add product opportunities to further enhance the product range. Capital investments, principally into strategic distribution facilities to provide for future capacity, will remain elevated to cater for anticipated organic growth. Integral to these investments, is the deployment of new technologies for renewable energy, refrigeration, energy efficiency, and logistics optimisation in an environmentally and cost-efficient way. The groups’ ecommerce and digital technology solutions continue to drive innovation in our businesses in a cost effective, high-impact way. The groups’ digital strategy is a competitive advantage, designed to facilitate real-time, user-friendly, positive engagements with our customers and suppliers. The group will continue to invest to develop our technology and data capability to support our growth strategy. Financial reporting The directors are required by the Companies Act to produce financial statements, which fairly present the state of affairs of the group and company as at the end of the financial year and the profit or loss for that financial year, in conformity with IFRS and the Companies Act. The financial statements as set out in this report have been prepared by management in accordance with IFRS and the Companies Act and are based on appropriate accounting policies supported by reasonable and prudent judgements and estimates. For the year ended June 30 2026, the Türkiye lira and Argentinian peso are considered to be hyperinflationary. Accordingly, the statement of profit or loss, statement of cash flows and statement of financial position for our Türkiye and Argentina subsidiaries have been expressed in terms of the Türkiye lira and Argentinian peso at the reporting date (June 30 2026). Refer to note 13 for details. The directors are of the opinion that the financial statements fairly present the financial position of the group and company as at June 30 2026 and the results of their operations and cash flows for the year then ended. The directors have reviewed the budget and cash flow forecasts and are satisfied that the group and company 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 annual financial statements. Stated capital The company’s authorised stated capital is 540 000 000 no par value ordinary shares. There were no issues of no par value ordinary shares during the year and as at June 30 2026 the total issued ordinary no par value shares was 336 904 212. Results of operations The results of operations are dealt with in the consolidated statement of profit or loss, segmental analysis and commentary. Acquisitions and disposals For the year ended June 30 2026, five foodservice bolt-on acquisitions were concluded, these were as follows: » Hodgson & Sailbrand, a seafood wholesaler based in the northeast of England (100% acquisition, effective from July 2025); » Gruppo Alimentare Sardo SPA, a foodservice distributor in Sardinia, Italy (79% acquisition, effective from July 2025); » Chuan Yee, a foodservice distributor in Kuala Lumpur, Malaysia (100% acquisition, effective from July 2025); » Fridge Foods, a foodservice distributor based in the Eastern and Western Cape, South Africa (100% acquisition, effective from August 2025; and » Baltimer, a fish processing business based in Poland (100% acquisition, effective November 2025). During the year, these five bolt-on acquisitions contributed R2,7 billion to revenue and R142,0 million to trading profit. There were no subsidiary disposals for the year ended June 30 2026. Share buy backs The group took advantage of excellent free cash flow generation and a weak BID share price and repurchased 2,6 million shares at an average price of R409,35 per share. The benefits of the share buy backs will be reflected in the F2027 results. Liquidity The group and its subsidiaries have at June 30 2026, including uncommitted facilities and cash and cash equivalents, R26,0 billion (£1,2 billion) of headroom available. Subsequent events Subsequent to June 30 2026, there has been one bolt-on acquisition completed in the United Kingdom with a purchase consideration cash outflow of approximately R28 million as well as the group entered into an agreement, through Bidfood Pacific Islands Limited, to acquire the Fijian operations and Pacific Islands export business of T&G Global. Completion is expected on August 31 2026. Other than as mentioned, there have been no other significant subsequent events. BIDCORP 2026 Consolidated annual financial statements 3 Directors’ report
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Directorate and attendance Details of board meetings attended by each of the directors are as follows: During the year, we welcomed two new members to the board, Trevor Brown and Katherine Ostin. Director Date of appointment Q1 F2026 November 13 2025 Q2 F2026 February 24 2026 Q3 F2026 May 18 2026 Strategy and budget June 17 2026 Q4 F2026 August 25 2026 Chairman S Koseff August 16 2017 ^ ^ ^ ^ ^ Independent non-executive directors PC Baloyi March 10 2016 ^ ^ ^ ^ ^ T Abdool-Samad September 16 2019 ^ ^ ^ ^ ^ B Joffe August 17 1995 A ^ ^ ^ ^ KR Moloko July 5 2021 ^ ^ ^ ^ ^ NG Payne March 10 2016 ^ ^ ^ A ^ CJ Rosenberg September 16 2019 A ^ ^ A ^ H Wiseman March 10 2016 ^ ^ ^ ^ ^ TJ Brown November 13 2025 – ^ ^ ^ ^ K Ostin May 15 2026 – – ^ ^ ^ Executive directors BL Berson March 10 2016 ^ ^ ^ ^ ^ DE Cleasby September 12 2007 ^ ^ ^ ^ ^ ^ Attended in person, by video conference or teleconference. A absent. Dividends In line with the group dividend policy, the directors declared a final cash dividend of 625,0 cents (500,0 cents net of dividend withholding tax, where applicable) per ordinary share for the year ended June 30 2026 to those members registered on the record date, being Friday, September 25 2026. The dividend will be paid out of income reserves. A dividend withholding tax of 20% is applicable to all shareholders who were not exempt. Declaration date: Wednesday, August 26 2026 Last day to trade cum dividend on the JSE: Monday, September 21 2026 First trading day ex dividend on the JSE: Tuesday, September 22 2026 Record date: Friday, September 25 2026 Payment date: Monday, September 28 2026 Share certificates may not be dematerialised or rematerialised between Tuesday, September 22 2026 to Friday, September 25 2026, both days inclusive. Directors’ shareholdings Beneficial The individual beneficial interests declared by directors in the company’s stated capital at June 30 2026 held directly or indirectly were: 2026 2025 Number of shares Number of shares Directors Direct Indirect Direct Indirect BL Berson 8 450 000 8 399 748 DE Cleasby 290 000 – 250 000 – S Koseff 8 1 160 8 1 160 Total 290 016 451 160 250 016 400 908 Non-beneficial In addition to the aforementioned holdings: » B Joffe is a trustee and potential beneficiary of a discretionary trust holding 361 278 shares (2025: 361 278). » DE Cleasby is a potential beneficiary of a family trust holding 1 050 shares (2025: 1 050). » DE Cleasby is a trustee of The Bidvest Group Limited retirement funds which holds 132 698 shares (2025: 170 812). There has been no change in the directors’ interest between June 30 and the issue date of the group annual financial statements. BIDCORP 2026 Consolidated annual financial statements4 Directors’ report continued
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Directors’ remuneration The remuneration paid to executive directors while in office of the company during the year ended June 30 2026 can be analysed as follows: Remuneration and benefits paid to directors Directors Basic remuneration R’000 Other benefits and costs R’000 Retirement/ medical benefits R’000 Cash incentives R’000 Total emoluments R’000 BL Berson 22 033 292 344 35 566 58 235 DE Cleasby 8 792 180 528 14 898 24 398 Total 30 825 472 872 50 464 82 633 Executive director remuneration and benefits paid to directors are translated into South African rand at average foreign exchange rates. Refer to note 10.1 (c) (i) for the movements in the average foreign exchange rates. Summary of directors’ long-term incentives 2026 Directors SBP expense R’000 Benefit arising from exercise of CSP awards R’000 Gross benefit R’000 Previous SBP expense R’000 Actual LTI benefit R’000 2025 R’000 BL Berson 64 698 64 430 129 128 (41 551) 87 577 91 200 DE Cleasby 30 406 30 067 60 473 (19 391) 41 082 42 804 Total 95 104 94 497 189 601 (60 942) 128 659 134 004 For full details on the numbers of long-term incentive awards outstanding per director, refer to note 11 of the financial statements. For comparative purposes the remuneration paid to the executive directors while in office of the company during the year ended June 30 2025 can be analysed as follows: Remuneration and benefits paid to directors Directors Basic remuneration R’000 Other benefits and costs R’000 Retirement/ medical benefits R’000 Cash incentives R’000 Total emoluments R’000 BL Berson 21 917 300 352 34 741 57 310 DE Cleasby 8 572 180 507 14 245 23 504 Total 30 489 480 859 48 986 80 814 The remuneration paid to non-executive directors while in office of the company during the year ended June 30 is analysed as follows: 2026 Non-executive directors Director fees R’000 Other services R’000 Total R’000 2025 R’000 T Abdool-Samad 1 562 – 1 562 1 326 PC Baloyi 1 997 – 1 997 1 719 B Joffe 2 380 – 2 380 2 192 S Koseff 4 957 – 4 957 4 674 KR Moloko 1 440 – 1 440 1 211 CJ Rosenberg 2 244 – 2 244 2 108 NG Payne 2 235 – 2 235 2 114 H Wiseman¹ 2 808 770 3 578 3 408 TJ Brown2 735 388 1 123 – K Ostin 264 – 264 – Total 20 622 1 158 21 780 18 752 1 H Wiseman provided services by chairing the quarterly divisional audit and risk committee meetings. 2 TJ Brown provided services by chairing the quarterly divisional audit and risk committee meetings. Prescribed officers 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. Directors’ service contracts Mr BL Berson and Mr DE Cleasby both hold employment contracts with the group. Under the terms of the employment agreements, six months’ notice is required upon termination of employment or retirement. No other directors have fixed term contracts. Directors and officers’ disclosure of interest in contracts During the 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. Secretary In compliance with paragraph 5.7(f) of the JSE Listings Requirements, the board evaluated Ms L Roos, in her role as representatives of the appointed juristic company secretary Bidcorp Corporate Services (Pty) Limited, and is satisfied that she is competent, suitably qualified and experienced. Furthermore, since Ms Roos is not a director, nor is she related to or connected to any of the directors, thereby negating a potential conflict of interest, it was agreed that Ms Roos maintains an arm’s-length relationship with the board. The business and postal address of the company secretary, which is also the registered address of the company, is 2nd Floor, North Wing, 90 Rivonia Road, Sandton, 2196. BIDCORP 2026 Consolidated annual financial statements 5 Directors’ report continued
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This is the report of the group audit and risk committee (committee or GARC) appointed for the financial year ended June 30 2026, in compliance with the Companies Act and in terms of the JSE Listings Requirements. The committee has a board-approved charter that is reviewed and adopted biennially, most recently approved at the board meeting held on August 25 2026. The charter complies with the statutory requirements as set out in the Companies Act and has been aligned with the recommendations as set out in King V for application from F2027. Copies are available from the company secretary on request or can be downloaded from the group website. The committee has discharged its responsibilities as mandated by the board and its statutory duties in compliance with the Companies Act. Under the single chairmanship of Mrs H Wiseman for the group, with the dual chairmanship of Mrs H Wiseman and Mr TJ Brown for divisional audit and risk committees (DARCs), the board is satisfied that this committee makes a strong contribution to the overall governance and oversight role provided to the group. Membership This committee was initially constituted by a shareholders’ special resolution passed on April 4 2016. The committee, as per its charter, must comprised a minimum of three (3) members, all of whom, including the chairman, must be independent non-executive directors. The appointment of committee members for the financial year ended June 30 2026 was approved by shareholders’ resolution at the annual general meeting held on October 30 2025. The committee members comprise Mrs H Wiseman (chairman), Mesdames T Abdool-Samad, KR Moloko and K Ostin, and Messrs PC Baloyi, TJ Brown and NG Payne. As part of the board refresh process, and to support the integration of new directors and the orderly transfer of specialist knowledge within the committee, the composition of the committee was reviewed and Mr TJ Brown was appointed as a member effective November 13 2025 and Mrs K Ostin was appointed as a member effective May 15 2026. Committee membership therefore currently comprises seven independent non-executive directors reflecting the board refresh process, thus exceeding charter and statutory requirements. As part of her induction and familiarisation process, Mrs K Ostin attended the Q3 and Q4 F2026 DARC meetings to support her integration and understanding of the group’s divisional audit, risk and assurance oversight structures. The shareholders will be requested to approve the appointment of the chairman and members to the committee for the 2027 financial year at the annual general meeting scheduled for Thursday, October 22 2026. The committee members are all financially literate. The board considers the membership of the committee adequate and sufficiently qualified to perform the duties in line with the charter and Companies Act requirements. The committee, its chairman and members are assessed annually. A brief profile of each committee member can be viewed on the board of directors’ CVs included in the 2026 annual reporting suite. The committee’s work is supported by five (5) DARCs. These DARCs play a vital role in the risk and assurance oversight of the five (5) reporting segments being Australasia, United Kingdom, Europe, Emerging Markets, and Corporate. Findings from these five (5) DARCs are reported to the committee quarterly (bi-annually for Corporate Services). The Australasia, United Kingdom, and Corporate Services DARCs are chaired by Mrs H Wiseman, who also chairs this committee. Mr TJ Brown, now a member of GARC, serves as a member of the Australasia, United Kingdom, and Corporate DARCs and chairs the Europe and Emerging Markets DARCs. Mr DE Cleasby, Bidcorp CFO, is also a member of all the DARCs. The committee was satisfied with the membership structure and effectiveness of the DARCs as well as the escalation of critical issues from the DARCs to the GARC. Each business within the group presents at the respective geographically defined quarterly DARC meetings, which are also attended by group management and internal audit representatives, as well as the external auditors. There is a standing invitation to all GARC members wishing to attend DARC and other related meetings. Purpose The purpose of the committee is to: » assist the board in discharging its statutory and delegated responsibilities relating to financial reporting, internal controls, risk governance, assurance, and legal and regulatory compliance; » oversee the appointment, independence, performance and effectiveness of the external auditors, including audit fees, terms of engagement and non-audit services; » oversee the internal audit function, including its charter, risk-based audit plan, resources, independence, effectiveness, performance and professional standards; » oversee technology and information governance, including technology, cyber, data, business resilience, third-party and outsourced service provider risks, and the ethical use of technology and information; » oversee the group’s risk governance framework, including material risks, risk appetite and tolerance, mitigation plans, insurance coverage, and material fraud, bribery, corruption, illegal acts and significant control deficiencies; » review the expertise, resources and experience of the group finance function and the appropriateness of the chief financial officer’s expertise and experience; » oversee legal and regulatory compliance, including significant legislative, regulatory, taxation and data privacy requirements across the group; » review the adequacy of functions performed by the divisional audit and risk committees on the committee’s behalf, including their membership and charters; » review the annual reporting suite, financial statements, preliminary announcements, interim results and other public reports containing financial information, and oversee related assurance arrangements with other committees where relevant; » receive and deal with concerns and complaints relating to financial reporting, accounting practices, audit, internal financial controls, financial statements and related matters; » monitor fraud and whistleblowing matters and the effectiveness of remedial actions, with the environmental, social and ethics committee where matters fall within shared oversight; and » review the committee’s charter and evaluate its own effectiveness and that of the divisional audit and risk committees. BIDCORP 2026 Consolidated annual financial statements6 Audit and risk committee report
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Attendance The names of the members who were in office during the period under review and the committee meetings attended by each of the members are as follows: Members Q4 F2025 August 19 2025 Q4 F2025 August 21 2025 Q1 F2026 November 10 2025 Q1 F2026 November 21 2025 Q2 F2026 February 19 2026 Q3 F2026 May 14 2026 Q4 F2026 August 18 2026 Q4 F2026 August 20 2026 H Wiseman (chairman) ^ ^ ^ ^ ^ A ^ ^ T Abdool-Samad ^ ^ ^ ^ ^ ^ ^ ^ PC Baloyi ^ ^ ^ ^ ^ ^ A ^ TJ Brown – – – ^ ^ ^ ^ ^ KR Moloko ^ ^ ^ ^ ^ ^ ^ ^ K Ostin – – – – – – ^ ^ NG Payne ^ ^ ^ ^ ^ ^ ^ ^ ^ Attended in person, by video conference, or by teleconference. A Apologies. The chief executive officer, chief financial officer, senior external audit partner, group internal audit manager, and DARC members attend committee meetings as permanent invitees and have unrestricted access to the GARC chairman and members in relation to any matter falling within the committee’s remit. Closed sessions are arranged for committee members to engage independently with internal audit, external audit, and finance management at the year-end committee meetings. Duties carried out The committee has successfully performed its duties during the financial year under review. In the fulfilment of these duties, the major areas of focus included assessing management’s judgements regarding the useful lives, residual values and fair valuation of property, the carrying value of goodwill and indefinite life intangible assets, and accounting for right of use lease assets and liabilities. Further areas of focus included the group’s accounting for deferred taxation and share based payments, the recoverability of trade receivables, the valuation of inventory, and of customer and supplier rebates, and the valuation of put option liabilities together with the accounting treatment of new business acquisitions and other matters requiring significant judgement. The chairman held various meetings with senior management, the internal audit function, and the external auditors to discuss specific matters arising during the year. The committee continued to be appraised of the progress of investigations by the Hong Kong and Chinese authorities and avenues for recovery of losses incurred in the Miumi fraud uncovered in the Miumi division of Angliss Greater China in late June 2021. Appropriate actions continue to be taken against the perpetrators in accordance with Bidcorp’s fraud prevention, anti-bribery and corruption policy. The committee assessed risks associated with management override of controls; the ability of the group to continue as a going concern, review of related-party transactions, the overall presentation of the financial information to shareholders, engagement with and review of the application of JSE proactive monitoring, and other pronouncements to group reporting, as well as the review of the 2026 annual reporting suite. The committee reviewed the risks including food quality and safety, data security and stability, and business continuity risks, that could materially impact the ability of the group to deliver against its objectives and the related mitigation plans, providing feedback where appropriate. The committee, in conjunction with the environmental, social and ethics committee, monitored developments during the year in sustainability reporting as well as the trends in sustainability disclosure requirements adopted around the world, particularly in the UK, Europe and Australia. The DARCs continued to monitor the ESG metrics tabled by each business at the quarterly DARC meetings, which are then aggregated to form the sustainability disclosures in the 2026 annual reporting suite, and are reviewed and approved by this committee and the environmental, social and ethics committee. The committee confirms the following statutory and delegated duties were adequately addressed and sets out the results below: Financial statements and accounting practices The committee: » confirmed, based on management’s review, that the consolidated and separate Bidcorp company financial statements were prepared on a going-concern basis; » examined the consolidated and separate financial statements, and other financial information made public, prior to their approval by the board; » considered accounting treatments, significant or unusual transactions, and accounting judgements; » considered the appropriateness of accounting policies and any changes made in the year; » considered group materiality, including the alignment between internal materiality thresholds and external audit planning materiality, and considered the application of hyperinflationary accounting and related disclosure for Türkiye and Argentina, with due regard to materiality, consistency and applicable reporting requirements; » considered any legal and tax matters that could materially affect the financial statements; » met separately with management, external audit, and internal audit, and satisfied themselves that no material control weaknesses exist; and » notes that no formal complaints were received relating to the group’s accounting practices, internal audit, external audit, internal financial controls, and related matters. BIDCORP 2026 Consolidated annual financial statements 7 Audit and risk committee report continued
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External audit The committee: » following consideration of the change of external auditors after Bidcorp’s 2025 annual general meeting, recommended the appointment of KPMG as Bidcorp’s external auditors and Mr M Hassan as the independent and accredited auditor to shareholders for appointment for the financial year ended June 30 2026, and confirmed that the appointments comply with applicable legal and regulatory requirements for the appointment of an audit firm and designated auditor; » considered the external auditor transition plan, including the F2026 UK component audit arrangements and the planned coordination between KPMG, PwC UK and UK management to support an orderly transition; » approved the external audit engagement letter, the audit plan, and the budgeted audit fees payable to the external auditors; » determined the nature and extent of all non-audit services provided by the independent auditors and pre-approved all non-audit services undertaken; » obtained assurances from the independent auditor that adequate accounting records were being maintained; and » confirmed that no reportable irregularities were identified or reported by the independent auditor under the Auditing Profession Act. Independence of external auditors, KPMG The committee: » reviewed representations made by KPMG to the committee; » reviewed KPMG’s audit quality, regulatory, risk management, legal and reputational matters, including its system of quality management, professional indemnity insurance arrangements; » confirmed that the auditor did not, except as external auditors or in rendering permitted non-audit services, receive any remuneration or other benefit from the group; » confirmed the auditors’ independence was not impaired by any consultancy, advisory, or other work undertaken; and » considered the criteria specified for independence by the Independent Regulatory Board for Auditors and found no cause for concern or doubt of the independence of the external auditors, KPMG. Internal control and internal audit The committee: » approved the annual internal audit plans as an appropriate risk-based audit approach for the year under review; » evaluated and was satisfied with the independence, effectiveness, and performance of the internal audit function; » considered the reports of the internal auditors on the group’s systems of internal controls including financial controls, business risk management and information technology risk management, and maintenance of effective internal control systems; » reviewed issues raised by internal audit and the adequacy of corrective action taken by management in response thereto; » reviewed incidences of fraud where they have arisen including investigating causes, assessing weaknesses in internal controls, and monitoring and assessing the effectiveness, of remedial action taken; » reviewed and considered the approach adopted by executive management to assess the state of the financial control environment, obtaining a body of evidence to support their signed positive attestation to the JSE confirming the robustness of the financial control environment; and » concluded the opinion recommended to the board at yearend that there were no material breakdowns in internal controls. Risk management The committee: » reviewed the group’s risk tolerance and risk appetite; » reviewed the group’s policies and approach to risk management and found them to be sound; » considered all material risks to which the group is exposed, ensuring that the requisite risk management culture, policies, and systems are functioning effectively to mitigate these risks; » confirmed that management is accountable to the board for implementing and monitoring the processes of risk management and integrating this into day-to-day activities. These processes are confirmed on an ongoing basis through the completion of the quarterly management representation letters signed and submitted to the respective DARC; » reviewed the quarterly management representation letters and the Corporate Governance Manual Review process, including the move toward exception-based reporting and continued monitoring of policy adoption and implementation across the group; » performed ongoing monitoring of the enterprise-wide risk assessment process to ensure risks and opportunities were adequately identified, evaluated, and managed at the appropriate level in each business, and that the individual and joint impact of risks identified on the group was considered; » assessed the group’s approach to managing and mitigating information and technology risks, including cybersecurity, data protection, business continuity and disaster recovery across the decentralised businesses responsible for managing their independent IT environments. The committee maintained ongoing oversight of the group’s evolving adoption of generative artificial intelligence, including current initiatives and learnings, and recommended the adoption of a new group AI governance policy. The committee will oversee management’s assessment of material risks and opportunities as adoption matures; » reviewed legal matters that could have a material impact on the group, as well as considering the adequacy and effectiveness of the group’s procedures to ensure compliance with legal, tax, and regulatory responsibilities; » monitored the group’s insurance coverage and deemed it adequate; and » considered reports provided by management, internal assurance providers, and the independent auditors regarding compliance with legal, tax, and regulatory requirements and found Bidcorp’s processes to be sound and effective. » considered the adequacy of the DARC governance framework, including the escalation of matters from the DARCs to the committee. BIDCORP 2026 Consolidated annual financial statements8 Audit and risk committee report continued
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Regulatory compliance The committee obtained confirmation from management that they have identified and addressed the significant in-country legislative, regulatory, and taxation requirements and that they ensure that all information and/or data is secured and protected. The committee assessed the group’s application of the OECD Pillar Two global minimum tax rules in the jurisdictions in which it operates and considered the King V gap analysis and related review of the GARC charter, which was updated for alignment with King V and applicable legislative and regulatory developments for application from F2027. Combined assurance The committee reviewed the plans and reports of the external and internal auditors, as well as other assurance providers including management, and concluded that these were adequate to address all significant financial risks facing the business. Chief financial officer (CFO) and finance function The committee: » considered the appropriateness of the experience and expertise of the CFO and concluded that this is appropriate; » considered the expertise, resources, and experience of the group-wide finance function and concluded that these are appropriate; and » concluded that it is satisfied the appropriate reporting procedures are in place and operating effectively. Consolidated and separate financial statements The committee reviewed the consolidated and separate annual financial statements for the year ended June 30 2026, and the committee is of the view that, in all material respects, the financial statements comply with the relevant provisions of the Companies Act and IFRS and fairly present the financial position at that date and the results of its operations and cash flows for the year. Conclusion Following the review by the committee for the year ended June 30 2026, the committee is of the view that, in all material respects, it has complied with the relevant requirements and has executed the responsibilities set out in 5.7(h) of the JSE Listings Requirements. Having achieved its objectives for the financial year, the committee recommended the consolidated and separate financial statements for the year ended June 30 2026 to the board for approval. Signed on behalf of the group audit and risk committee by: Helen Wiseman Chairman August 25 2026 BIDCORP 2026 Consolidated annual financial statements 9 Audit and risk committee report continued
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This is the report of the acquisitions committee (committee) appointed for the financial year ended June 30 2026 in compliance with the principles of good governance. The committee has a board-approved charter, most recently approved by the board on May 20 2024. The charter forms part of the group’s governance review framework and will be considered in the F2027 review process. Copies are available from the company secretariat on request or can be downloaded from the group website. Membership This committee was constituted by the board on June 1 2016. The committee was appointed by the board and in line with its charter requires a minimum of four (4) directors, comprising the chief executive officer, one other executive director, and two independent non-executive directors. During the year, the nominations committee reviewed the members of this committee and confirmed that no changes were required to the committee at this time. The committee members therefore remain unchanged, comprising Messrs PC Baloyi (chairman), BL Berson (CEO), DE Cleasby (CFO), B Joffe, NG Payne and CJ Rosenberg. Committee membership includes four independent non-executive directors and two executive directors, thus exceeding the minimum charter requirements. The board considers the membership of the committee adequate and that the members are appropriately skilled and experienced in performing the duties as set out in the charter. The performance of the committee, its chairman and members are assessed annually. A brief profile of each member can be viewed on the board of directors’ CVs included in the 2026 annual reporting suite. Purpose The primary purpose of the acquisitions committee is to assist the board by considering significant acquisition and disposal matters within its mandate and, in particular, to: » review acquisitions or disposals, including those with a perceived potential conflict and transactions falling within the group’s delegated levels of authority, for an in-principle decision as to whether the transaction should be investigated and pursued; » recommend to the board planned acquisitions or disposals that have been evaluated and determined to be in the best interests of shareholders and the long-term sustainability of Bidcorp; and » inform the board of acquisitions or disposals that the committee recommends should not be considered further. Attendance The names of the members who were in office during the period under review and the committee meetings attended by each of the members are as follows: Members Q4 F2025 August 25 2025 Q2 F2026 February 23 2026 Q4 F2026 August 24 2026 PC Baloyi (chairman) ^ ^ ^ BL Berson ^ ^ ^ DE Cleasby ^ ^ ^ B Joffe ^ ^ ^ NG Payne ^ ^ ^ CJ Rosenberg ^ ^ ^ ^ Attended in person, by video conference or by teleconference. Duties carried out During the period under review, the committee considered acquisition and disposal matters within its mandate, including strategic opportunities identified by management, progress updates on transactions and opportunities being assessed across key markets and matters falling within the group’s delegated levels of authority. The committee reviewed the strategic and economic merits of potential transactions, monitored implementation progress where appropriate, and provided feedback and recommendations to the board in accordance with its charter. Acquisitions for the year ended June 30 2026 were valued at R1,2 billion (F2025: R3,5 billion), which comprised an acquisition in the UK (Hodgson & Sailbrand), in Malaysia (Chuan Yee) and three other bolt-on foodservice acquisitions in Italy, South Africa and Poland. These acquisitions collectively contributed R2,7 billion to revenue and R142 million to trading profit. Further information is included in note 8.1 of the 2026 annual financial statements. Acquisition opportunities were limited during the year due to continued misalignment between vendor expectations and our value propositions, although opportunistic new country transactions and bolt-on opportunities continued to be assessed where appropriate. Conclusion The committee has considered its performance over the period under review and is comfortable that it has met its duties and responsibilities as set out in the board-approved acquisitions committee charter. Signed on behalf of the acquisitions committee by: Paul Baloyi Chairman August 25 2026 BIDCORP 2026 Consolidated annual financial statements10 Acquisitions committee report
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This is the report of the nominations committee (committee) appointed for the financial year ended June 30 2026 in compliance with the Companies Act and in terms of the JSE Listings Requirements. The committee has a board-approved charter that is biennially reviewed and adopted, most recently approved at the board meeting held on August 26 2025. The charter is being reviewed to align with the recommendations as set out in King V for application from F2027. Copies are available from the company secretariat on request or can be downloaded from the group website. Membership This committee was first constituted by the board on June 1 2016. The committee was appointed by the board and in line with its charter requires a minimum of three members, the majority of whom must be independent non-executive directors. The committee members for the reporting period comprised Messrs S Koseff (chairman), NG Payne (lead independent director), PC Baloyi, and B Joffe, thus exceeding the minimum charter requirements. The board is satisfied that the members of the committee have sufficient skills and experience to fulfil their duties. The performance of the committee, its chairman, and members are assessed annually. A brief profile of each of the members can be viewed on the board of directors’ CVs included in the 2026 annual reporting suite. Purpose The committee assists the board in ensuring that its composition, skills, experience, knowledge, independence and diversity remain appropriate, and that director appointments, committee composition, director development, evaluations and succession planning are addressed through formal processes. The committee’s key responsibilities include: » reviewing the board’s structure, size and composition, including the balance between executive and non-executive directors, independence, knowledge, skills, experience and diversity, aligned to the Bidcorp board diversity policy and recognising the importance of objective and effective decision-making skills within the board; » maintaining a formal director appointment process, including identifying candidates on merit against objective criteria, with due regard to diversity, and completing appropriate eligibility, background and fit-and-proper assessments before nomination or appointment; » overseeing the induction programme for new directors, including ensuring that directors with no or limited governance experience are provided with appropriate mentorship and development opportunities, as required; » ongoing training, development and updates of changing requirements in legislation and board roles necessary for the directors to continue to satisfactorily fulfil their duties; » overseeing the annual assessment of director independence with reference to the JSE Listings Requirements, the Companies Act, declared interests, conflicts, tenure, relationships, interlocking directorates, relevant governance guidance and any factors that may affect objective judgement; » ensuring that annual performance evaluations of the board, its committees, the committee chairmen and members are undertaken, and that an independent board and committee evaluation is performed every third year; » annually reviewing each board committee’s structure, size, composition, and delegated responsibilities, including applicable legal, regulatory, and governance eligibility requirements, and recommending membership changes where necessary; » ensuring that succession plans for board, committee, executive and other critical leadership roles are developed and remain appropriate for Bidcorp’s leadership structure; » recommending to shareholders for approval at the annual general meeting those directors retiring by rotation and recommending the chairman and members of the group audit and risk committee and the environmental, social and ethics committee for appointment by shareholders; and » completing a fit-and-proper assessment and performance evaluation for the board-appointed company secretariat. Attendance The names of the members who were in office during the period under review and the committee meetings attended by each of the members are as follows: Members Q4 F2025 August 25 2025 Q2 F2026 February 23 2026 Ad hoc April 14 2026 Q4 F2026 August 24 2026 S Koseff (chairman) ^ ^ ^ ^ PC Baloyi ^ ^ ^ ^ B Joffe ^ ^ ^ ^ NG Payne ^ ^ ^ ^ ^ Attended in person, by video conference or by teleconference. BIDCORP 2026 Consolidated annual financial statements 11 Nominations committee report
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Duties carried out The committee met three times during the period under review and, where required, progressed matters through engagements outside formal meetings. Significant topics considered by the committee over this period included: » reviewed the board’s composition, skills, experience and diversity; » considered board succession and renewal, including stakeholder expectations on tenure and independence, the orderly transition of longer-serving directors and future capability needs; » reviewed the structure, size and composition of the board and its committees, including proposed changes to committee membership ahead of the 2026 annual general meeting and the related regulatory and governance requirements; » recommended the appointment of TJ Brown and K Ostin as independent non-executive directors and members of the group audit and risk committee; » oversaw the induction programme for incoming board members, including its alignment with individual director requirements and the value of DARC attendance as part of the induction process; » oversaw the completion of fit-and-proper assessments of all current directors; » assessed non-executive director independence and concluded that the non-executive directors remained independent in character and judgement; » reviewed the F2026 board and committee appraisal feedback, with an independent external evaluation planned for F2027; » recommended directors retiring by rotation for re-election at the 2026 annual general meeting and recommended the chairman and members of the group audit and risk committee and the environmental, social and ethics committee for shareholder approval; and » evaluated the company secretariat and was satisfied with the qualifications, competence and expertise of the company secretary representative and satisfied that an arm’s-length relationship was maintained with the board throughout the year. Conclusion The committee has considered its performance over the period under review and is comfortable that it has met its duties and responsibilities as set out in the board-approved nominations committee charter. Signed on behalf of the nominations committee by: Stephen Koseff Chairman August 25 2026 BIDCORP 2026 Consolidated annual financial statements12 Nominations committee report continued
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This is the report of the remuneration committee (committee) appointed for the financial year ended June 30 2026 in compliance with the Companies Act and in terms of the JSE Listings Requirements. The committee has a board-approved charter that is biennially reviewed and adopted, most recently approved at the board meeting held on August 25 2026. The charter complies with the statutory requirements as set out in the Companies Act and has been aligned with the recommendations as set out in King V for application from F2027. Copies are available from the company secretariat on request or can be downloaded from the group website. Membership This committee was first constituted by the board on June 1 2016. The committee was appointed by the board and in line with its charter requires a minimum of three (3) non-executive directors, a majority of whom, including the chairman, must be independent non-executive directors. During the year, the nominations committee reviewed the members of this committee and confirmed that no changes were required to the committee at this time. The committee membership has not changed during the current reporting period, and comprises Messrs NG Payne (chairman, lead independent non-executive director), PC Baloyi, and CJ Rosenberg. Committee membership therefore includes three independent non-executive directors, which is in line with charter and statutory requirements. The board chairman, chief executive officer and other executive management are invited to attend meetings, but do not participate in the voting process of decisions of the committee. The executive invitees recuse themselves from any discussion regarding executive performance appraisals, remuneration, and incentivisation discussions. The committee has appointed Bowmans, represented by Mr Martin Hopkins, to perform the role of the independent remuneration adviser. The board considers the membership of the committee adequate and the members appropriately qualified and experienced to perform the duties as set out in the charter. The performance of the committee, its chairman and members are assessed annually. A brief profile of each of the members can be viewed on the board of directors’ CVs included in the 2026 annual reporting suite. Purpose The key responsibilities and role of the committee include, but are not limited to the: » review of the remuneration philosophy and remuneration policy to support fair, responsible and transparent remuneration for directors, executives, prescribed officers, if applicable, and employees, aligned with the group’s strategic objectives and sustainable value creation; » determination of remuneration parameters for the chief executive officer and chief financial officer, including the review and recommendation of performance criteria for executives in determining their remuneration; » review of the mix of fixed and variable pay, incentive schemes and annual long-term incentive allocations and awards for executives and qualifying group-wide senior management; » oversight of malus and clawback provisions, minimum shareholding requirements for executive directors, and the approach to sign-on, buy-out, retention, termination, change-of-control and restraint payments or awards, where applicable; » review and recommendation of the non-executive directors’ annual fees to be submitted to shareholders for approval at the annual general meeting; » oversight of shareholder engagement on the remuneration philosophy, remuneration policy and implementation report, including consideration of material concerns raised by dissenting shareholders and the statutory consequences of failed shareholder approvals, as required; » review and approval of the annual remuneration report, comprising the background statement, remuneration policy and implementation report, and oversight of complete, accurate and transparent statutory remuneration disclosures, including the required pay-gap disclosures, in compliance with legal and regulatory requirements. Attendance The names of the members who were in office during the period under review and the committee meetings attended by each of the members are as follows: Members Q4 F2025 August 25 2025 Q2 F2026 February 23 2026 Q4 F2026 August 24 2026 NG Payne (chairman) ^ ^ ^ PC Baloyi ^ ^ ^ CJ Rosenberg ^ ^ ^ ^ Attended in person, by video conference or by teleconference. In addition to these scheduled meetings, the committee members engaged regularly during the year on matters requiring its input or approval. The remuneration philosophy promotes the group’s entrepreneurial culture within a decentralised environment with the aim of achieving sustainable growth within all businesses. The philosophy emphasises the fundamental value of Bidcorp’s people and their role in attaining this objective. BIDCORP 2026 Consolidated annual financial statements 13 Remuneration committee report
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Duties carried out The significant matters considered by the committee included, but were not limited to: » the shareholder engagement process ahead of the 2025 annual general meeting to address any remuneration-related queries or concerns; » monitoring of developments in the Companies (First) Amendment Act 16 of 2024 and the King Code, and updating the charter and remuneration disclosures in 2026 to reflect applicable statutory, regulatory and governance requirements; » defining and assessing the performance of the chief executive officer and chief financial officer against the criteria as determined; » considering the allocation of short and long-term incentives to the executives and group-wide senior management based on the key performance indicators as set out in the remuneration policy; » review and approval of the CSP awards granted to group-wide senior management, in compliance with the Bidcorp incentive scheme rules; » consideration of minimum shareholding requirements for executive directors; » review and recommendation of the non-executive directors’ fees to be presented to shareholders for approval at the upcoming annual general meeting; and » finalisation and approval of the annual remuneration report, including the remuneration policy, presented to shareholders at the annual general meeting. Conclusion The committee has considered its performance over the period and is comfortable that it has fulfilled its duties and responsibilities as set out by regulations and in line with the board-approved remuneration committee charter, and the committee is of the view that, in all material respects, it has complied with the relevant regulatory and legislative requirements. Having achieved its objectives for the period under review, the committee sets out the required remuneration disclosures as part of the directors’ report, as included in the 2026 annual financial statements. Signed on behalf of the remuneration committee by: Nigel Payne Chairman August 25 2026 BIDCORP 2026 Consolidated annual financial statements14 Remuneration committee report continued
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This is the report of the environmental, social and ethics committee (committee) appointed for the financial year ended June 30 2026 in compliance with the Companies Act and in terms of the JSE Listings Requirements. The committee has a board-approved charter that is reviewed and adopted biennially, most recently approved at the board meeting held on August 25 2026. The charter complies with the statutory requirements as set out in the Companies Act and has been aligned with the recommendations as set out in King V for application from F2027. Copies are available from the company secretary on request or can be downloaded from the group website. The committee has discharged its responsibilities as mandated by the board and its statutory duties in compliance with the Companies Act. Membership This committee was initially constituted by a shareholders’ special resolution passed on April 4 2016. The committee, as per its charter, must comprise a minimum of three (3) members including executives and non-executives, the majority of whom must be non-executive directors of the board. The committee members comprise Mrs T Abdool-Samad (chairman), Mr NG Payne (lead independent director), and Mesdames KR Moloko and H Wiseman, as well as Mr BL Berson (CEO), meeting the charter and statutory membership requirements. The board considers the membership of the committee adequate and the members are appropriately experienced to perform the duties as set out in the charter, the Companies Act and Companies Regulations, 2011. The performance of the committee, its chairman, and members are assessed annually. A brief profile of each committee member can be viewed on the board of directors’ CVs included in the 2026 annual reporting suite. The shareholders will be requested to approve the appointment of the committee members for the 2026 financial year at the annual general meeting scheduled for Thursday, October 22 2026. The committee’s work is supported by the five (5) divisional audit and risk committees (DARC). These DARCs play a vital role in the risk and assurance oversight of the five (5) reporting segments being Australasia, United Kingdom, Europe, Emerging Markets, and Corporate. Findings relating to key areas of responsibility of the committee from these five (5) DARCs are reported to the committee quarterly (bi-annually for Corporate). Purpose The committee’s responsibilities are aligned with its statutory and board-delegated mandate, as set out in the Companies Act, the Companies Regulations and the committee’s board-approved charter. The committee’s key areas of responsibility include monitoring, reviewing and making recommendations to the board, where appropriate, in respect of: » safety, health, environment and public safety matters, including related policies, strategies and structures; » food quality, safety and security, including incident reporting, escalation and related monitoring and assurance processes; » fair labour practices, decent work and working conditions, employment relationships, employee development, and the prevention of modern slavery, human trafficking, forced labour and/or child labour; » ethics management, including adherence to the group’s Code of Ethics, the group fraud prevention, anti-bribery and corruption policy, whistleblowing processes and management’s response to reported matters; » material stakeholder engagement matters and the quality and strength of key stakeholder relationships across the group; » responsible corporate citizenship, including equality, prevention of unfair discrimination, reduction of corruption, community development, sponsorships, donations and other charitable giving; » compliance with relevant legislation, regulation and codes of good practice within the committee’s mandate, including employment equity, B-BBEE, social and economic development and transformation; and » ESG, stakeholder engagement and other related non-financial disclosures forming part of the annual reporting suite, including the appropriateness of applicable reporting standards, frameworks and assurance obtained over such disclosures, as required. Attendance The names of the members who were in office during the period under review and the committee meetings attended by each of the members are as follows: Members Q4 F2025 August 20 2025 Q1 F2026 November 7 2025 Q2 F2026 February 18 2026 Q3 F2026 May 13 2026 Q4 F2026 August 19 2026 T Abdool-Samad (chairman) ^ ^ ^ ^ ^ BL Berson ^ ^ ^ ^ ^ KR Moloko ^ ^ ^ ^ ^ NG Payne ^ ^ ^ ^ ^ H Wiseman ^ ^ ^ ^ ^ ^ Attended in person, by video conference or by teleconference. BIDCORP 2026 Consolidated annual financial statements 15 Environmental, social and ethics committee report
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Duties carried out During the year, the committee discharged its statutory and board-delegated responsibilities through quarterly reporting from management, the DARCs and other assurance and reporting processes. The committee considered matters within its mandate relating to safety, health and environmental management, food quality and safety, fair labour practices, ethics, stakeholder engagement, transformation, sustainability reporting and other non-financial disclosures. The committee monitored occupational health and safety matters reported through the divisional structures, including transport safety, fire safety and operational safety controls. Matters raised during the year were considered together with management responses, internal audit feedback and remediation actions. No systemic occupational health and safety concerns were identified. The committee considered the fatality reported in Italy during December 2025, involving an external contractor. The incident was investigated, with lessons communicated across the group and management reinforcing compliance with established safety procedures and controls. The committee noted the actions taken, together with ongoing internal audit assessment and management follow-up in respect of relevant safety requirements. Food quality and safety remained a key focus area. The committee reviewed quarterly reporting on incidents, recalls, internal audit findings, management action plans and risk register enhancements. Matters reported during the year were generally routine in nature and managed through established internal protocols. The committee also supported a targeted, risk-based food safety analysis of manufacturing operations and Own Brand products, including applicable food safety standards, HACCP and assurance frameworks, to identify potential risks and inform future areas of focus. Based on the reporting and assurance information presented, no issues were identified and the committee was comfortable that these matters were being appropriately managed and monitored. The committee continued to oversee ethics-related matters through quarterly reporting on the independently administered whistleblowing facility, together with investigation outcomes and management follow-up actions. No significant whistleblowing concerns were identified, and matters reported were investigated and closed out in accordance with internal processes. The committee also considered the annual appraisal feedback, which indicated that the committee was functioning effectively and that members were satisfied with the ethical culture and the measures in place to prevent and address unethical conduct. Fair labour practice matters were monitored through DARC reporting and management feedback. No group-wide concerns were identified. Where specific matters were reported, the committee noted management’s corrective actions and continued monitoring. Staff turnover and related social indicators were also reviewed as part of the committee’s broader social reporting oversight. The committee reviewed social, environmental and governance indicators through the group’s ESG CUBE reporting process and DARC reporting. Stakeholder engagement continued to be monitored through quarterly DARC reporting channels, consolidated and reported in the annual reporting suite. Environmental performance and sustainability reporting developments remained areas of focus. The committee considered performance against emissions efficiency measures, refrigeration gas management, fuel efficiency initiatives, scope 3 reporting readiness, jurisdictional sustainability reporting developments and assurance over non-financial information. This included the group-level interrogation and oversight of non-financial information presented by the countries, as a form of second-line assurance over the completeness and reasonableness of the information reported through group processes. The committee agreed that assurance over non-financial information would continue to be obtained and disclosed where required at jurisdictional level, rather than through group-level assurance at this stage. The committee also considered governance and compliance matters relevant to its mandate, including management representation letters, corporate governance manual review updates, AI governance policy implementation, the anticipated impact of King V, transformation reporting, B-BBEE compliance and sectoral target developments in South Africa. Based on the reports and information presented, the committee was satisfied that matters within its mandate continued to be appropriately monitored, escalated and addressed. Conclusion The committee notes that there were no items identified by management or reported directly to the committee by third parties, that would indicate any reportable non-compliances, in terms of the Companies Act requirements. Following the review by the committee for the year ended June 30 2026, the committee is of the opinion that, in all material respects, it has achieved its objectives for the financial year. For more information and details on the progress and outcomes noted by the committee over the period under review, please refer to the 2026 annual reporting suite. Signed on behalf of the environmental, social and ethics committee by: Tasneem Abdool-Samad Chairman August 25 2026 BIDCORP 2026 Consolidated annual financial statements16 Environmental, social and ethics committee report continued
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Independent non-executive directors Stephen Koseff (75) Chairman c Qualifications: BCom (Wits), CA(SA), MBA (Wits), H Dip BDP (Wits) and Hon DCom (Wits) Appointed: August 16 2017 Experience and expertise: Stephen is a stalwart of the South African business and financial services landscape. His decades of experience in building and sustaining the Investec Group into a global bank culminated in 22 years as CEO, ending in 2018. His inspirational leadership has resulted in him receiving multiple prestigious awards, including the 2009 Sunday Times Lifetime Achievers Award, the 2014 Southern Africa Master Entrepreneur Winner at the EY World Entrepreneur Awards, and an Honorary Doctor of Commerce Degree from the University of Witwatersrand in 2017. He has served on many prominent boards and associations, including Business Leadership South Africa, the South African Banking Association, the JSE Limited, Bidvest Group Limited, Irongate Funds Management Limited (Australia), the Financial Markets Advisory Board, and the Independent Bankers Association. Stephen divides his time between Australia and South Africa and currently serves as the chairman of Bid Corporation Limited, Bud Group (Pty) Limited, Innovation Africa SA NPC, ArrowPoint Capital, ED Trust, co-chair of Youth Employment Service (YES). Nigel George Payne (66) Lead independent director c Qualifications: BCom (Hons) (Rhodes University), MBL (Unisa) Appointed: March 10 2016 Experience and expertise: Nigel is an extremely experienced independent non-executive director. An exemplary academic record aligned with over 30 years of commercial and consulting experience provides a knowledgeable foundation from which he has served a range of multinational, listed organisations and their boards across the industrial, retail, consumer goods, property and financial services sectors. Nigel’s early career included being an external audit partner, a CFO, and the head of a large internal audit and IT audit team. He has been a diligent chairman of audit and risk committees for the past 20 years, focused on detail and bringing strategic and global insights to the fore. He also has significant experience in acquisitions and strategic growth initiatives. His work with the King Committee, the Institute of Directors (IoD), and the Institute of Internal Auditors (IIA) reflects his strong contribution in the areas of governance, financial management and risk. In 2023, Nigel received the President’s Award from the South African Reward Association for his input over many years in the remuneration and human capital professions. Nigel is the chairman of the board at Mr Price Group Limited and Vukile Property Fund Limited. Brian Joffe (79) Qualifications: CA(SA) Appointed: August 17 1995 Experience and expertise: As the founder of The Bidvest Group Limited and Bid Corporation Limited, Brian has over 50 years’ commercial experience across the global business landscape. His entrepreneurial approach has built multiple businesses, through both M&A activities and organic growth. Among his achievements, Brian has been recognised by Sunday Times as South Africa’s businessman of the year, won the South African chapter of the Ernst & Young Entrepreneur Award, and represented South Africa at the World Entrepreneur Awards. Profiled as one of South Africa’s Greatest Entrepreneurs by MME Media in association with the Gordon Institute of Business Science, Brian has been named by Wits Business School Journal as one of South Africa’s top 25 business leaders with significant impact on South African business. Brian is the recipient of an Honorary Doctorate in Commerce from the University of South Africa, an Honorary Doctorate in Commerce from the University of Witwatersrand, and has been awarded the Sunday Times Lifetime Achiever Award. He has been included in the Forbes list of the 20 most influential people in Africa and awarded the CNBC All Africa Lifetime Achievement Award. Brian is based in Tel Aviv, Israel and currently serves as an independent non-executive director of Bidcorp. Committee memberships: Acquisitions Audit and risk Environmental, social and ethics Nominations Remuneration c Chairman BIDCORP 2026 Consolidated annual financial statements 17 Directors’ curricula vitae
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Independent non-executive directors continued Helen Wiseman* (60) c Qualifications: BSc (Hons) Pscychology (University of Southern Queensland), European Studies (University of Manchester), CA, GAICD, IDP-C INSEAD Appointed: March 10 2016 Experience and expertise: Helen brings over 20 years of international board chair, non- executive director, and audit committee chair experience across a range of sectors including food, pharmaceutical, manufacturing, distribution, mining, energy, and healthcare. She has extensive governance, financial, risk and compliance oversight skills, having navigated growth, transformation, and turnaround scenarios, mergers and acquisitions, capital raising, and ESG initiatives, throughout her career. Helen spent 14 years in the corporate and international tax practices of KPMG UK and KPMG Australia, and was a partner in the Australian practice. She is a dual British-Australian citizen; her current base in the United Kingdom provides her with easy access to Bidcorp’s major operations across Europe. Helen chaired Bidvest’s International foodservice business divisional audit committees from 2011 to 2016. Helen is the President of the INSEAD International Directors Network and is a non-executive director of Medway NHS Foundation Trust and Dartford and Gravesham NHS Trust. * British. Paul Cambo Baloyi (70) c Qualifications: MBA (University of Manchester), SEP (Wits and Harvard Business School), Strategic Management in Banking Programme (INSEAD), MDP (Stellenbosch University) Appointed: March 10 2016 Experience and expertise: Paul brings decades of financial services and banking experience to the Bidcorp board, from both private and public sector engagement. He brings extensive governance, risk, and operational experience gained from leading complex and diverse organisations through executive and board positions in South Africa and internationally. His global knowledge and experience have been bolstered by his previous roles as chairman and board member for a number of entities based outside of South Africa. His role as managing director for Nedbank Africa provided him with unique insights into the continent’s people and business cultures. In his six-year term as chief executive officer at the Development Bank of South Africa he was instrumental in navigating a complex structure and multiple stakeholders while managing large-scale, successful infrastructure development across the continent. Paul is the chairman of the Peermont Group and a member of its REMCOM and ethics committee. Tasneem Abdool-Samad (52) c Qualifications: CA(SA) Appointed: September 16 2019 Experience and expertise: Tasneem contributes a broad palette of knowledge from her time as an audit partner at Deloitte, her subsequent role as the lead of the Deloitte Risk Advisory business in her market area and her time served on the Deloitte board in South Africa. Her detailed understanding of accounting and business practices was founded during her years as a post-graduate lecturer at the University of the Witwatersrand. She has expanded her executive experience into non-executive director positions at Reunert Limited, where she chairs the remuneration committee, and of Absa Group Limited, one of Africa’s leading financial services providers with operations across 12 countries. She previously served as chair of the Absa Financial Services Limited board and Absa Group’s audit committee. Tasneem’s insights into operational, compliance, and sustainability matters through regular engagements with developed market thought leadership allows her to bring additional perspectives into the boardroom conversation. Committee memberships: Acquisitions Audit and risk Environmental, social and ethics Nominations Remuneration c Chairman BIDCORP 2026 Consolidated annual financial statements18 Directors’ curricula vitae continued
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Clifford Johann Rosenberg* (62) Qualifications: BBusSci (Hons) (UCT), MScM (Hons) (Boston University) Appointed: September 16 2019 Experience and expertise: Clifford has over 25 years’ experience leading change and innovation in technology and media companies, as an entrepreneur and an executive. As the former managing director of LinkedIn for Australia, New Zealand, and Southeast Asia, he started the Australian office in 2009 and oversaw the expansion of LinkedIn in Australia from one to eight million members over eight years. Clifford was the managing director of Yahoo! Australia and New Zealand from 2003 to 2006, and was formerly the founder and managing director of iTouch Australia and New Zealand, where he grew the Australian office to one of the largest mobile content and application providers in the country. Based in Australia but bringing both South African and Asian corporate experience to Bidcorp, his more than 10 years spent on the boards of publicly listed companies have enabled him to bring a sharp technology and innovation focus to companies operating in more traditional sectors. He is an active investor and adviser, and previously served on the boards of ASX-listed Technology One Limited, Afterpay Touch Limited, A2B Limited and Nearmap Limited. * Australian. Keneilwe Rachel Moloko (57) Qualifications: BSc (QS) (UCT), BCom (UCT), PGDA (UCT), CA(SA) Appointed: July 5 2021 Experience and expertise: Keneilwe is a chartered accountant and a quantity surveyor, with executive experience gained in the construction, auditing and investment management industries. She has held board positions at a number of JSE listed companies, including Attacq Limited, Motus Holdings Limited, Brimstone Investment Corporation, and Long4Life Limited. Keneilwe currently holds board positions at Balwin Properties Limited and Bid Corporation Limited. In addition to her non-executive director roles, she actively contributes to the social environment by serving on the boards of several non-profit organisations. These organisations are dedicated to uplifting local South African communities through various initiatives, including early learning development, golf development, and social services. Keneilwe is based in Cape Town, South Africa. Katherine Ostin* (54) Qualifications: BCom (UNSW), CA, F Fin, GAICD Appointed: May 15 2026 Experience and expertise: Katherine is an experienced ASX non-executive director, with current board roles across healthcare, education technology, retail, property investment and banking. She was previously an audit, assurance and risk consulting partner at KPMG, where she worked for 24 years across Australia, the United States, Asia and the United Kingdom. She brings more than 12 years of board experience and has served in a range of governance leadership roles, including chair of audit and risk committees and member of remuneration, nominations, risk and people and culture committees. Her experience spans listed and unlisted companies and includes governance, financial reporting, risk management, dynamic risk assessment, strategy, M&A activity, capital management and organisational transformation. She has also led significant culture and people initiatives and has extensive experience in the health, ageing and human services sectors, together with broader exposure to retail, logistics, distribution, manufacturing, technology, property, banking and professional services. She currently serves as a non-executive director of Healius Limited, 3P Learning Limited, dusk Group Limited and Kyron Capital Group Limited. * Australian. Independent non-executive directors continued Committee memberships: Acquisitions Audit and risk Environmental, social and ethics Nominations Remuneration c Chairman BIDCORP 2026 Consolidated annual financial statements 19 Directors’ curricula vitae continued
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Trevor Jonathan Brown (66) Qualifications: CA(SA) Appointed: November 13 2025 Experience and expertise: Trevor is an accomplished audit and governance professional with over 40 years of experience in the financial and professional services sectors. He is the former chairman of Deloitte Africa, where he served three consecutive terms (2011 – 2020), providing strategic direction and oversight to the firm’s Africa board, which spans 13 countries. During his tenure, Deloitte integrated the Africa partnership, overseen by the board. He chaired multiple board committees, including, among others, finance and audit; risk, ethics and compliance; and nominations and succession. Trevor has extensive experience in audit committee leadership chairing Bidcorp’s Europe and Emerging Markets divisional audit and risk committees (DARCs) and serves on the United Kingdom, Australasia and Corporate Services DARCs. His career includes significant client leadership and audit engagement roles, particularly in manufacturing, retail, wholesale, and consumer goods, with deep expertise in IFRS, auditing standards, and the governance of listed companies. Trevor also held senior operational leadership positions within Deloitte including serving as an executive committee member. Among his achievements, Trevor received the Lifetime Achievement Award at the SA Professional Service Awards, as well as the Trailblazer Award for Inclusive Leadership at the Gender Mainstreaming Awards. He currently serves as a non-executive director of Nepad Business Foundation NPC and LIV Central NPC. Independent non-executive directors continued Bernard Berson* (61) Chief executive officer Qualifications: BCom (Wits), BAcc (Wits) Appointed: March 10 2016 Experience and expertise: After qualifying as a chartered accountant, Bernard joined Bidvest in South Africa in 1990. A move to Canada in 1993 meant a short break from the group, but he rejoined Bidvest in Australia in 1996, shortly after the first Bidvest offshore acquisition in Australia, expanding the group’s footprint beyond South Africa. Bernard was instrumental in the development of Bidvest’s foodservice business in Australia, New Zealand, and Asia, and in 2010 assumed responsibility for the global foodservice businesses, including the UK and Europe operations. Following the group’s unbundling and separate JSE listing of Bid Corporation Limited in 2016, Bernard was appointed as chief executive officer and has been integral in developing the group’s strategy and global footprint. Bernard is based in Sydney, Australia, and travels extensively across the breadth of the group’s operations, engaging and supporting local management in the delivery of their strategy, as well as exploring further growth opportunities. Bernard blends a wealth of operational, finance, and M&A experience with an entrepreneurial mindset and has been responsible for multiple acquisitions and delivering sustained growth over the past many years. * Australian. David Cleasby (64) Chief financial officer Qualifications: CA(SA) Appointed: September 12 2007 Experience and expertise: David was financial director of Rennies Terminals when Bidvest acquired the Rennies Group in 1998. In 2001, he joined the Bidvest corporate office where he was involved in both group corporate finance and investor relations, before being appointed as Bidvest financial director on July 9 2007. David managed Bidvest’s interests in the investments made by the group over the years. David was appointed as chief financial officer of Bid Corporation Limited on April 14 2016. He is based in Johannesburg, South Africa, and travels extensively across the spread of Bidcorp geographies, enabling him to maintain a global and local focus. David is actively involved in managing stakeholder interests. Committee memberships: Acquisitions Audit and risk Environmental, social and ethics Nominations Remuneration c Chairman Executive directors BIDCORP 2026 Consolidated annual financial statements20 Directors’ curricula vitae continued
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To the shareholders of Bid Corporation Limited Report on the audit of the consolidated and separate financial statements Opinion We have audited the consolidated and separate financial statements of Bid Corporation Limited (the Group and Company) set out on pages 25 to 85, which comprise the: » Consolidated statement of financial position as at June 30 2026; » Consolidated statement of profit or loss for the year then ended; » Consolidated statement of other comprehensive income for the year then ended; » Consolidated statement of changes in equity for the year then ended; » Consolidated statement of cash flows for the year then ended; » Separate statement of financial position as at June 30 2026; » Separate statement of comprehensive income for the year then ended; » Separate statement of changes in equity for the year then ended; » Separate statement of cash flows for the year then ended; and » Notes to the consolidated and separate financial statements, including material accounting policy information. In our opinion, the consolidated and separate financial statements present fairly, in all material respects, the consolidated and separate financial position of Bid Corporation Limited as at June 30 2026, and its consolidated and separate financial performance and consolidated and separate cash flows for the year then ended in accordance with IFRS® Accounting Standards as issued by the International Accounting Standards Board (IFRS Accounting Standards) and the requirements of the Companies Act, No 71 of 2008 of South Africa. Basis for opinion We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the consolidated and separate financial statements section of our report. We are independent of the Group and Company in accordance with the Independent Regulatory Board for Auditors’ Code of Professional Conduct for Registered Auditors (IRBA Code), as applicable to audits of financial statements of public interest entities, and other independence requirements applicable to performing audits of financial statements in South Africa. We have fulfilled our other ethical responsibilities in accordance with the IRBA Code and in accordance with other ethical requirements applicable to performing audits in South Africa. The IRBA Code is consistent with the corresponding sections of the International Ethics Standards Board for Accountants’ International Code of Ethics for Professional Accountants (including International Independence Standards). We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. In terms of the IRBA Rule on Enhanced Auditor Reporting for the Audit of Financial Statements of Public Interest Entities, published in Government Gazette No. 49309 dated 15 September 2023 (EAR Rule), we report: Final materiality The scope of our audit was influenced by our application of materiality. We set quantitative thresholds and overlay qualitative considerations to help us determine the scope of our audit and the nature, timing and extent of our procedures, and in evaluating the effect of misstatements, both individually and in the aggregate, on the consolidated and separate financial statements as a whole. Based on our professional judgement, we determined materiality for the consolidated and separate financial statements as a whole as follows: Consolidated financial statements Separate financial statements Final materiality R1 billion R70 million Percentage applied 0.41% of total revenue 0.81% of total assets Rationale for the benchmarks and percentages applied We selected total revenue as our materiality benchmark. In our view, it is the benchmark against which the performance of the group is most commonly measured by users, and it is the benchmark that provides the most representative reflection of the activities of the group. We chose 0.41% based on our professional judgement, after consideration of the range of quantitative materiality thresholds that we would typically apply when using revenue as a benchmark in calculating materiality and after consideration of qualitative factors that impact the Group. We selected total assets as our materiality benchmark. In our view, this is the benchmark against which the performance of the company is most commonly measured by users and is a generally accepted benchmark for investment holding companies. We applied a percentage of approximately 0.81% which is consistent with quantitative materiality thresholds used for investment holding companies in this sector and is further based on our professional judgement after consideration of qualitative factors that impact the Company. BIDCORP 2026 Consolidated annual financial statements 21 Independent auditor’s report
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Group audit scope We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion on the consolidated financial statements as a whole, taking into account the structure of the Group, the accounting processes and controls, and the industry in which the Group operates. We performed risk assessment procedures to determine which of the Group’s components are likely to include risks of material misstatement to the Group financial statements and which further audit procedures to perform at these components to address those risks. Our judgement included assessing the size of the components, nature of assets, liabilities and transactions within the components as well as specific risks. In total, we identified 43 components of which 33 are inconsequential. We identified 10 components at which further audit procedures were performed on the entire financial information of the component, either because audit evidence needed to be obtained on all or a significant proportion of the component’s financial information, or that component represents a pervasive risk of material misstatement to the consolidated financial statements. We involved component auditors in performing the audit work on 10 components. Based on our risk assessment procedures, we have determined that there is a less than reasonable possibility of a material misstatement in the remaining financial information not subject to further audit procedures. Group auditor oversight As part of establishing the overall Group audit strategy and plan, we conducted risk assessment and planning discussion meetings with component auditors to discuss the Group audit risks relevant to the respective components. As group auditor, we engaged with the component auditors to assess the audit risks and strategy relating to their respective components. During these engagements, the results of the planning procedures and further audit procedures communicated to us were discussed in more detail, and any further audit procedures required by us was then performed by the component auditors. We also inspected the work performed by component auditors for the purpose of the Group audit and evaluated the appropriateness of conclusions drawn from the audit evidence obtained and consistencies between communicated findings and work performed. Key audit matter Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the consolidated and separate financial statements of the current period. These matters were addressed in the context of our audit of the consolidated and separate financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined that there are no key audit matters to communicate in respect of our audit of the separate financial statements. In terms of the EAR Rule, we are required to report the outcome of audit procedures or key observations with respect to the key audit matters and these are included below for the group. Revenue-related journal entries and adjustments Note 4.1 - Revenue Key audit matter How the matter was addressed in our audit Revenue is a key performance measure used by investors, lenders and other stakeholders in assessing the Group’s financial performance. The group has decentralised operations across multiple jurisdictions with a significant volume of revenue transactions processed throughout the year. Revenue recognised for the year includes revenue-related journal entries and adjustments made by management. This results in an increased risk over journal entries and adjustments to Revenue. As a result, revenue related journal entries and adjustments was identified as a key audit matter as it was an area of most significance in the audit. Significant audit effort was therefore spent to understand the journal entries and adjustments relating to revenue recognition across the multiple jurisdictions and perform required audit procedures to mitigate the risk of material misstatement to revenue. Our audit procedures included, amongst others: » obtaining an understanding of the journal entry process and testing the design and implementation of key controls relevant to the preparation of the Group’s financial information, including revenue recognition across the multiple jurisdictions; » developing and applying risk-based criteria to identify journal entries and adjustments for testing, including entries with unusual account combinations, entries exhibiting unexpected patterns or trends, and other adjustments meeting specified high-risk characteristics; » applying data analytic techniques across the group to identify revenue-related journal entries and adjustments exhibiting characteristics associated with increased risk, including unusual account combinations, journals posted by unexpected users, manual journal entries and non-routine adjustments as applicable; » testing high-risk journal entries and adjustments to revenue by examining supporting documentation, assessing the business rationale for the entries and evaluating whether they were consistent with the underlying transactions and events; » assessing whether the accounting treatment of the selected revenue related journal entries and adjustments was consistent with the requirements of the applicable financial reporting framework; Based on the procedures performed, we did not identify any significant matters requiring further consideration. BIDCORP 2026 Consolidated annual financial statements22 Independent auditor’s report continued
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Other matter The consolidated and separate financial statements of the Group and Company as at and for the year ended June 30 2025, were audited by another auditor who expressed an unmodified opinion on those consolidated and separate financial statements on August 26 2025. Other information The directors are responsible for the other information. The other information comprises the information included in the document titled “Bidcorp Annual financial statements for the year ended June 30 2026”, which includes the Directors’ Report, the Audit and Risk committee Report and the Declaration by Company Secretary as required by the Companies Act of South Africa, which we obtained prior to the date of this report, and the “Bidcorp Annual Integrated Report for the year ended June 30 2026”, which is expected to be made available to us after that date. The other information does not include the consolidated and separate financial statements and our auditor’s report thereon. Our opinion on the consolidated and separate financial statements does not cover the other information and we do not express an audit opinion or any form of assurance conclusion thereon. In connection with our audit of the consolidated and separate financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated and separate financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Responsibilities of the directors for the consolidated and separate financial statements The directors are responsible for the preparation and fair presentation of the consolidated and separate financial statements in accordance with IFRS® Accounting Standards as issued by the International Accounting Standards Board (IFRS Accounting Standards) and the requirements of the Companies Act, No 71 of 2008 of South Africa, and for such internal control as the directors determine is necessary to enable the preparation of consolidated and separate financial statements that are free from material misstatement, whether due to fraud or error. In preparing the consolidated and separate financial statements, the directors are responsible for assessing the Group and Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group and/or Company or to cease operations, or have no realistic alternative but to do so. Auditor’s responsibilities for the audit of the consolidated and separate financial statements Our objectives are to obtain reasonable assurance about whether the consolidated and separate financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated and separate financial statements. As part of an audit in accordance with ISAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also: » Identify and assess the risks of material misstatement of the consolidated and separate financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. » Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group and Company’s internal control. » Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors. » Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group and Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated and separate financial statements or, if such disclosures are inadequate, to modify our opinion. » Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group and/or Company to cease to continue as a going concern. » Evaluate the overall presentation, structure and content of the consolidated and separate financial statements, including the disclosures, and whether the consolidated and separate financial statements represent the underlying transactions and events in a manner that achieves fair presentation. » Plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business units within the group as a basis for forming an opinion on the consolidated financial statements. We are responsible for the direction, supervision and review of the audit work performed for purposes of the group audit. We remain solely responsible for our audit opinion. BIDCORP 2026 Consolidated annual financial statements 23 Independent auditor’s report continued
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We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide the directors with a statement that we have complied with relevant ethical requirements regarding independence, and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied. From the matters communicated with the directors, we determine those matters that were of most significance in the audit of the consolidated and separate financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. Report on other legal and regulatory requirements Audit Tenure In terms of the IRBA Rule published in Government Gazette Number 39475 dated 4 December 2015, we report that KPMG Inc. has been the auditor of Bid Corporation Limited for 1 year. KPMG Inc. Registered Auditor Per Mohammed Hassan Chartered Accountant (SA) Registered Auditor Director August 25 2026 BIDCORP 2026 Consolidated annual financial statements24 Independent auditor’s report continued
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Note 2026 R’000 2025 R’000 Revenue 4.1 242 201 052 235 591 182 Cost of revenue (182 151 035) (177 918 144) Gross profit 60 050 017 57 673 038 Operating expenses 4.2 (46 255 548) (44 720 465) Sales and distribution costs (37 325 327) (36 383 722) Administration costs (8 501 595) (8 124 314) Impairment of trade receivables (306 513) (159 750) Other costs (122 113) (52 679) Trading profit 13 794 469 12 952 573 Share-based payment expense 11.1 (416 681) (338 702) Acquisition costs 8.1 (19 255) (38 261) Capital items 4.2 (144 715) (427 997) Operating profit 13 213 818 12 147 613 Net finance costs (1 143 882) (1 118 323) Finance income 10.2 249 353 295 837 Finance charges 10.2 (1 393 235) (1 414 160) Share of profit from associates and jointly controlled entities 111 734 108 192 Monetary gain arising from hyperinflation 13 15 352 27 583 Profit before taxation 12 197 022 11 165 065 Taxation 5.1 (3 242 879) (2 950 829) Profit for the year 8 954 143 8 214 236 Attributable to Shareholders of the company 8 948 608 8 174 172 Non-controlling interests 5 535 40 064 8 954 143 8 214 236 Basic earnings per share (cents) 6.1 2 663,3 2 435,3 Diluted basic earnings per share (cents) 6.2 2 657,4 2 426,7 Headline earnings per share (cents) 6.3 2 701,4 2 562,7 Diluted headline earnings per share (cents) 6.3 2 695,4 2 553,7 Dividends per share (cents) 1 240,0 1 160,0 2026 R’000 2025 R’000 Profit for the year 8 954 143 8 214 236 Other comprehensive income net of taxation (4 059 255) 862 005 Items that may be classified subsequently to profit or loss Movement in foreign currency translation reserve (4 069 929) 848 768 Items that will not be reclassified subsequently to profit or loss 10 674 – Fair value loss on unlisted investments (8 533) – Defined benefit obligations 19 207 13 237 Gain on remeasurement of defined benefit obligations 19 443 9 916 Deferred taxation (charge) relief (236) 3 321 Total comprehensive income for the year 4 894 888 9 076 241 Attributable to Shareholders of the company 4 923 234 9 030 256 Non-controlling interest (28 346) 45 985 4 894 888 9 076 241 BIDCORP 2026 Consolidated annual financial statements 25 Consolidated statement of other comprehensive income for the year ended June 30 Consolidated statement of profit or loss for the year ended June 30
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Note 2026 R’000 2025 R’000 Assets Non-current assets 62 313 890 64 657 901 Property, plant and equipment 7.1 30 551 775 31 079 812 Intangible assets 7.2 1 113 283 1 161 884 Right-of-use lease assets 7.3 6 370 088 7 034 532 Goodwill 8.3 21 501 533 22 616 998 Deferred taxation assets 5.2 1 591 634 1 601 364 Interest in associates 9.1 448 994 382 326 Investments and loans 9.2 234 228 255 135 Investment in jointly controlled entities 9.3 493 920 520 246 Defined benefit pension assets 11.3 8 435 5 604 Current assets 54 045 014 56 306 922 Inventories 7.4 18 236 777 19 262 680 Trade and other receivables 7.5 23 969 390 25 275 650 Cash and cash equivalents 11 838 847 11 768 592 Total assets 116 358 904 120 964 823 Equity and liabilities Capital and reserves 47 532 351 47 672 671 Capital and reserves attributable to shareholders of the company 12.1 47 219 812 47 295 388 Non-controlling interests 12.1 312 539 377 283 Non-current liabilities 25 530 227 30 293 484 Deferred taxation liabilities 5.2 1 891 424 1 887 589 Long-term borrowings 10.3 10 652 141 14 461 050 Long-term right-of-use lease liabilities 10.4 6 177 767 6 845 534 Long-term puttable non-controlling interest liabilities 10.5 5 313 641 5 694 778 Long-term vendors for acquisition 587 633 512 370 Post-retirement obligations 11.3 39 544 43 491 Long-term provisions 7.7 868 077 848 672 Current liabilities 43 296 326 42 998 668 Trade and other payables 7.6 35 431 428 36 389 836 Short-term provisions 7.7 399 064 426 625 Short-term puttable non-controlling interest liabilities 10.5 338 912 415 752 Short-term vendors for acquisition 226 985 410 445 Taxation 5.3 613 928 456 191 Short-term right-of-use lease liabilities 10.4 1 275 483 1 397 944 Short-term borrowings 10.3 5 010 526 3 501 875 Total equity and liabilities 116 358 904 120 964 823 Net asset value per share (cents) 14 016 14 038 Net tangible asset value per share (cents) 7 303 6 980 Note 2026 R’000 2025 R’000 Cash flows from operating activities 10 453 424 8 210 526 Cash generated by operations 4.4 18 554 008 15 768 523 Finance income received 10.2 246 793 290 971 Finance charges paid 10.2 (1 248 395) (1 263 603) Taxation paid 5.3 (3 005 596) (2 803 668) Dividends paid 12.2 (4 093 386) (3 781 697) Cash flows from investment activities (5 998 510) (8 782 307) Additions to property, plant and equipment 7.1 (4 812 734) (6 230 666) Additions to intangible assets 7.2 (263 500) (207 221) Proceeds on disposal of property, plant and equipment 274 653 189 986 Proceeds on disposal of intangible assets 11 490 1 095 Acquisition of businesses and subsidiaries, net of cash 8.1 (809 341) (2 459 727) Proceeds on disposal of businesses, net of cash – 159 479 Advances to associates (69 016) (63 142) Investments and loans acquired (71 845) (51 151) Proceeds on disposal of investments and loans 47 118 41 842 Payments made to vendors for acquisition (305 335) (162 802) Cash flows from financing activities (3 372 034) 494 545 Borrowings raised 10.3 5 502 917 11 602 463 Borrowings repaid 10.3 (6 216 292) (9 336 437) Right-of-use lease liability payments (including lease incentives) (1 351 302) (1 503 871) Payments made to puttable non-controlling interests 10.5 (193 453) (146 023) Payments to non-controlling interests (68 034) (121 587) Treasury shares purchased 12.1 (1 045 870) – Movement in cash and cash equivalents 1 082 880 (77 236) Cash and cash equivalents at beginning of the year 11 767 619 11 559 188 Effects of exchange rate fluctuations on cash and cash equivalents (1 029 780) 258 084 Hyperinflation effect on cash and cash equivalents 15 352 27 583 Cash and cash equivalents (including bank overdrafts) at end of the year 11 836 071 11 767 619 Cash and cash equivalents comprise: Cash and cash equivalents 11 838 847 11 768 592 Bank overdrafts included in short-term portion of borrowings (2 776) (973) 11 836 071 11 767 619 BIDCORP 2026 Consolidated annual financial statements26 Consolidated statement of cash flows for the year ended June 30 Consolidated statement of financial position as at June 30
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2026 R’000 2025 R’000 Equity attributable to shareholders of the company 47 219 812 47 295 388 Stated capital 6 107 666 6 107 666 Treasury shares (795 046) (101 476) Balance at beginning of the year (101 476) 226 899 Shares disposed of in terms of share incentive plans 352 300 351 275 Shares issued during the year – (679 650) Shares purchased during the year (1 045 870) – Foreign currency translation reserve 7 895 505 11 928 592 Balance at beginning of the year 11 928 592 11 083 099 Arising during the year (4 036 048) 842 847 Realisation of reserve on foreign subsidiaries 2 961 2 646 Equity-settled share-based payment reserve 979 005 825 833 Balance at beginning of the year 825 833 624 265 Arising during the year 350 836 305 142 Deferred tax recognised directly in reserve 5 630 25 908 Utilisation during the year (352 300) (351 275) Transfer from retained earnings 149 006 221 793 Retained earnings 33 032 682 28 534 773 Balance at beginning of the year 28 534 773 24 827 869 Attributable profit 8 948 608 8 174 172 Remeasurement of defined benefit obligations during the year 19 207 13 237 Remeasurement of puttable non-controlling interest liabilities (183 487) (209 219) Fair value loss on unlisted investments (8 533) – Dividends paid (4 093 386) (3 781 697) Change in shareholding with non-controlling interests (32 533) (265 150) Transfer to foreign currency translation reserve (2 961) (2 646) Transfer to equity-settled share-based payment reserve (149 006) (221 793) 2026 R’000 2025 R’000 Equity attributable to non-controlling interests of the company 312 539 377 283 Balance at beginning of the year 377 283 334 218 Total comprehensive income (28 346) 45 985 Attributable profit 5 535 40 064 Movement in foreign currency translation reserve (33 881) 5 921 Dividends paid (8 617) (30 395) Changes in shareholding 23 063 108 019 Transfer to puttable non-controlling interest liability (refer to note 10.5) (50 844) (80 544) Total equity 47 532 351 47 672 671 BIDCORP 2026 Consolidated annual financial statements 27 Consolidated statement of changes in equity for the year ended June 30
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1. Basis of preparation 2. Basis of consolidation 2.1 Business combinations 2.2 Foreign operations 3. Accounting estimates, judgements and fair values 3.1 Accounting judgements and determination of fair values in applying the groups’ accounting policies 4. Operational performance 4.1 Revenue 4.2 Operating profit 4.3 Segmental operational performance 4.4 Cash generated by operations 5. Taxation 5.1 Income taxation 5.2 Deferred taxation 5.3 Taxation paid 6. Basic, diluted and headline earnings per share 6.1 Basic earnings per share 6.2 Diluted basic earnings per share 6.3 Headline earnings per share 7. Net operating assets 7.1 Property, plant and equipment 7.2 Intangible assets 7.3 Right-of-use lease assets 7.4 Inventories 7.5 Trade and other receivables 7.6 Trade and other payables 7.7 Provisions 7.8 Segmental assets and liabilities 8. Acquisitions, disposals and goodwill 8.1 Acquisitions 8.2 Disposals of businesses 8.3 Goodwill 9. Investments 9.1 Interest in associates 9.2 Investments and loans 9.3 Investment in jointly controlled entities 10. Financial risk management and net debt 10.1 Financial risk management 10.2 Net finance costs 10.3 Borrowings 10.4 Right-of-use lease liabilities 10.5 Puttable non-controlling interest liabilities 11. Staff remuneration 11.1 Share-based payments 11.2 Remuneration of directors 11.3 Post-retirement obligations 12. Equity, distributions and group information 12.1 Capital and reserves attributable to shareholders of the company 12.2 Dividends paid 12.3 Group composition 12.4 Related parties 12.5 Commitments and capital management 12.6 Subsequent events 12.7 Going concern 13. Hyperinflation accounting 14. Accounting standards and interpretations not effective at June 30 2026 BIDCORP 2026 Consolidated annual financial statements28 Notes to the consolidated financial statements for the year ended June 30
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1. Basis of preparation The annual financial statements for the year ended June 30 2026 have been prepared in accordance with IFRS® Accounting Standards, the financial pronouncements as issued by the Financial Reporting Standards Council, the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee, the Johannesburg Stock Exchange (JSE) Listings Requirements and the requirements of the South African Companies Act, No 71 of 2008 as amended (Companies Act). The group’s activities are guided by the best practice and governance principles as set out in the King IV Report on Corporate Governance for South Africa 2016. The preparation of the consolidated and separate financial statements requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The information given is comprehensive and presented in a responsible manner. Internal financial controls have been put in place to ensure that material information relating to the group’s subsidiaries to effectively prepare the consolidated and separate annual financial statements. The group operates in an established control environment, which is documented and regularly reviewed. 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 year in which the estimate is revised, if the revision affects only that year, or in the year of the revision and future years if the revision affects both current and future years. Judgements made in the application of IFRS that have had an effect on the financial statements and estimates with a risk of adjustment in the next year are set out in note 3.1. The consolidated financial statements as at and for the year ended June 30 2026 comprise the company, its subsidiaries and equity accounted investees (together referred to as the group or consolidated and separately separate or company). The accounting policies have been applied consistently to all years presented in the consolidated and separate financial statements. The accounting policies are the same for the consolidated and separate financial statements, unless specifically stated otherwise. The financial statements are presented in South African rand, which is the group’s presentation currency. All financial information has been rounded to the nearest thousand unless stated otherwise. A number of new pronouncements and/or interpretations were effective from July 1 2025. These had no material effect on the group’s or company’s financial statements. The financial statements have been prepared on the historical cost basis adjusted for the effects of inflation where entities operate in hyperinflationary economies and for certain financial instruments that have been measured at fair value, where applicable. For the year ended June 30 2026, the Türkiye lira and Argentine peso is hyperinflationary. Accordingly, the statement of profit or loss, statement of cash flows and statement of financial position for our Türkiye and Argentinian subsidiaries using the Türkiye lira and Argentine peso respectively as their functional currency have been expressed in terms of the local currency at the reporting date (June 30 2026). The consolidated and separate financial statements were approved by the board of directors on August 25 2026. 2. Basis of consolidation The consolidated financial statements include the financial statements of the company and its subsidiaries. Subsidiaries are entities controlled by the group. Control is achieved when the company has the power over an investee, is exposed to or has rights to variable returns from its involvement with an investee and has the ability to use its power to affect its returns. The group and company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of these three elements. When the company has less than a majority of the voting rights of an investee, it considers that it has power over the investee when the voting rights are sufficient to give it the practical ability to direct the relevant activities of the investee unilaterally. The group and company consider all relevant facts and circumstances in assessing whether or not the company’s voting rights in an investee are sufficient to give it power, including the size of the company’s holding of voting rights relative to the size and dispersion of holdings of the other vote holders; potential voting rights held by the company, other vote holders or other parties; rights arising from other contractual arrangements; and any additional facts and circumstances that indicate that the company has, or does not have, the current ability to direct the relevant activities at the time that decisions need to be made, including voting patterns at previous shareholders’ meetings. Consolidation of a subsidiary begins when the company obtains control over the subsidiary and ceases when the company loses control of the subsidiary. Specifically, the results of subsidiaries acquired or disposed of during the year are included in the consolidated statement of profit or loss from the date the company gains control until the date when the company ceases to control the subsidiary. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used in line with the group’s significant accounting policies. All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between the members of the group are eliminated on consolidation. 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 (NCIs) 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. BIDCORP 2026 Consolidated annual financial statements 29 Notes to the consolidated financial statements continued for the year ended June 30
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2. Basis of consolidation continued 2.1 Business combinations The group accounts for business combinations using the acquisition method. The consideration transferred for the acquisition of a business is the fair value of assets transferred, the liabilities incurred and the equity issued by the group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent arrangement. If the contingent arrangement is classified as equity, then it is not remeasured and settlement is accounted for in equity. Subsequent changes in the fair value of other contingent arrangements are recognised in profit or loss. Acquisition-related costs, apart from costs directly related to the raising of debt and (or) equity, are accounted for in profit or loss. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair value at acquisition date. The group recognises any non-controlling interest, at the non-controlling interest’s proportionate share of the subsidiary’s net assets on an acquisition-by- acquisition basis. When a business combination is achieved in stages, the group’s previously held equity interest in an entity is remeasured to its acquisition date fair value and the resulting gain or loss recognised in profit or loss. The excess of the consideration transferred, the amount of any non-controlling interest in the entity and the acquisition date fair value of any previous equity interest in the business over the fair value of the group’s share of the identifiable net assets acquired is recorded as goodwill and separately identifiable intangible assets. If this is less than the fair value of the net assets of the subsidiary acquired, the difference is recognised in profit or loss as a bargain purchase gain. The company carries its investments in subsidiaries at cost less accumulated impairment losses. When the group ceases to have control over a subsidiary, it derecognises the assets and liabilities of the subsidiary, and any related non-controlling interests. Any retained interest in the entity is remeasured to its fair value. Any resulting gain or loss is recognised in profit or loss. The fair value is the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously recognised in other comprehensive income (OCI) in respect of that entity are accounted for as if the group had directly disposed of the related assets or liabilities. This may mean that amounts previously recognised in OCI are reclassified to profit or loss. The remaining other reserves related to that entity are transferred to retained earnings. Non-controlling interests in the acquiree are measured at the non-controlling shareholders’ proportion of the net identifiable assets acquired and liabilities and contingent liabilities assumed. Non-controlling shareholders are treated as equity participants; therefore, all acquisitions of non-controlling interests or disposals by the group of its interests in subsidiaries, where control is maintained subsequent to the disposal, are accounted for as equity transactions. Consequently, the difference between the fair value of the consideration transferred and the carrying amount of a non-controlling interest purchased or disposed of, is recorded in equity. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity. The group accounts for puttable NCI liabilities under the anticipated acquisition method whereby the put option is derecognised from NCI and accounted for as a financial liability. In raising this liability, any excess or shortfall is charged or realised directly in retained earnings in the statement of changes in equity. 2.2 Foreign operations Assets and liabilities of foreign operations (which are not accounted for as entities operating in hyperinflationary economies), including goodwill and fair value adjustments arising on consolidation, are translated into South African rand at rates of exchange ruling at the reporting date. Income, expenditure and cash flow items are translated into South African rand at average rates to the foreign exchange rates. Foreign exchange differences arising on translation are recognised directly in equity as a foreign currency translation reserve. When a foreign operation is disposed of, in part or in full, the relevant amount in the foreign currency translation reserve is transferred to the statement of profit or loss. Acquisitions and disposals of foreign operations are accounted for at the exchange rate ruling on the date of the transaction. Transactions in foreign currencies are translated at the rates of exchange ruling at the transaction date. Monetary assets and liabilities in foreign currencies are translated at the rates of exchange ruling at the reporting date. Translation differences are generally recognised in the statement of profit or loss. Non-monetary assets and liabilities measured based on historical cost in a foreign currency are translated at an exchange rate at the date of the transaction. An entity may have a monetary item that is receivable from a foreign operation. An item for which settlement is neither planned nor likely to occur in the foreseeable future is, in substance, a part of the entity’s net investment in that foreign operation. On consolidation, exchange differences arising from the translation of the net investment in foreign operations are taken to OCI and accumulated in the foreign currency translation reserve. The exchange rates relevant to the group are disclosed in note 10.1 (c). 3. Accounting estimates, judgements and fair values The board of directors has considered the group’s accounting policies, key sources of uncertainty and areas where accounting judgements were required in applying the group’s accounting policies. 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. BIDCORP 2026 Consolidated annual financial statements30 Notes to the consolidated financial statements continued for the year ended June 30
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3. Accounting estimates, judgements and fair values continued 3.1 Accounting judgements and determination of fair values in applying the group’s accounting policies Judgements made in the application of IFRS that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are set out below: Property, plant and equipment (refer to note 7.1) The estimation of the useful lives is based on historic performance as well as expectation about future use and, therefore, requires a degree of judgement to be applied. The depreciation rates represent management’s best estimate of the useful lives of the assets. All properties are accounted for as own use assets and are thus held at cost less accumulated depreciation. Market indicators reflect that these properties could realise more than their carrying values if disposed of. 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. Property, plant and equipment are depreciated over their useful lives, taking into account applicable residual values. The group’s judgement for useful life of a freehold property is that it is expected that the useful life of a freehold property is less than its economic life. The estimated remaining useful life of the freehold property is based on the group’s knowledge, experience with similar freehold properties and considerations regarding the size of property and expected future business growth, age of property and equipment (freezers/chillers), location and proximity to customers. The measurement of freehold property residual values, at the expected date of disposal, is based on management’s judgement that each freehold property will be sold by the end of its useful life and considers current market values and rental growth of the expected useful life when determining the residual value of a freehold property. Changes in the useful lives and (or) residual values are accounted for as a change in accounting estimate. Goodwill and indefinite life intangible assets (refer to note 8.3 and note 7.2) 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 carrying values were assessed using the discounted cash flow (DCF) method and the actual results and forecasts for future years. The fair value of intangible assets is based on the discounted cash flows expected to be derived from the use and eventual sale of the assets. Right-of-use lease assets and right-of-use lease liabilities (refer to note 7.3 and note 10.4) Judgements and assumptions made by the group in applying the related accounting policies for IFRS 16: » Lease discount rate – except where a discount rate implicit in the lease has been stipulated in the lease agreement, the lease payments are discounted using the incremental borrowing rate. The calculation of an incremental borrowing rate requires significant judgement. The incremental borrowing rate is calculated as a function of a base rate, plus a credit spread, plus other adjustments. Other adjustments take into account the lease period, currency of the lease payments, lease duration, lease-specific adjustments such as asset class and security risk in relation to the leased asset. » Lease term – in determining the lease term, management considers all facts and circumstances that create an economic incentive to exercise an extension option, or not exercise a termination option. Extension options (or periods after termination options) are only included in the lease term if the lease is reasonably certain to be extended (or not terminated). Deferred taxation (refer to note 5.2) Deferred taxation assets are recognised to the extent it is probable that the taxable income will be available against which they can be utilised. Future taxable profits are estimated based on business plans which include estimates and assumptions regarding economic growth, interest, inflation and taxation rates and competitive forces. Inventories (refer to note 7.4) Inventory write-down allowances are raised against inventory when it is considered that the amount realisable from such inventory’s sale is considered to be less than its carrying amount. The impairment allowances are made with reference to an inventory age analysis as well as expiry dates. 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. Trade receivables (refer to note 7.5) Trade receivables are initially measured at fair value, which is equal to the consideration expected to be received from the satisfaction of performance obligations, plus any directly attributable transaction costs. At the time of initial recognition in accordance with IFRS 9 the group assesses the expected credit loss (ECL) by applying the simplified approach. In determining the ECL, each operation splits the trade receivables into groups based on shared credit risk characteristics and the days past due; namely, by splitting customers into the type of customer (hotels, restaurants and cafés; quick service restaurants; caterers, butcheries and canteens), geographical regions, product types, customer ratings and trade credit insurances. In instances where there was no evidence of historical impairment, each operation’s management uses their knowledge of their business and forward- looking macro-economic information to determine the potential loss rate. In addition, specific provisions are raised for trade receivables if doubt on their collectability is known. The group’s ECL percentages have been based, not only on historical loss experience, but also forward- looking information on a country-by-country basis including potential impacts from geopolitical volatility and negative impacts of long-term high inflation on the macro-economic activity. The ECL is determined on a country-by-country basis which is calculated as indicated above using an unbiased and probability- weighted outcomes which require the use of judgement, especially in times of economic uncertainty. Provisions Refer to note 7.7 for further details. BIDCORP 2026 Consolidated annual financial statements 31 Notes to the consolidated financial statements continued for the year ended June 30
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3. Accounting estimates, judgements and fair values continued 3.1 Accounting judgements and determination of fair values in applying the group’s accounting policies continued Puttable non-controlling interest liabilities (refer to note 10.5) The group has entered into put NCI arrangements where NCIs are entitled to sell certain of their holdings in subsidiaries to the group at future contracted dates. The puttable NCI liability is calculated as the present value of the contracted redemption value (ie contracted fixed EBITDA multiples), discounted from the redemption date to the reporting date. The main assumptions used in the calculation of the liability is the contracted redemption value at the redemption date and the discount rate used to discount the redemption value to the reporting date. The discount rate is derived from an applicable government bond yield curve in the country in which the subsidiary operates, and is applied over the number of years between the reporting date and the redemption date, plus an appropriate credit spread. The group’s assessment of contracted EBITDA multiples is that it represents a fixed instrument due to it being agreed up front by both parties and cannot be changed throughout the lock-in period; no market risk is accepted by the minority shareholders; future performance of a company or financial position on the redemption date does not change the EBITDA multiple to be paid to the minority shareholders; third parties are not able to change the price of the EBITDA multiple payable to the minority shareholders; and there is no true up to a “fair value” multiple to similar companies on the redemption date. The group has applied judgement to recognise subsequent measurement changes in the puttable NCI liabilities in accordance with the principles of IFRS 10.23. Changes in assumptions used to estimate the future purchase price of the puttable NCI liabilities are recorded directly in retained earnings in the statement of changes in equity. There is diversity in practice as to whether to recognise subsequent measurement changes in the carrying amount in profit or loss or equity. This accounting policy judgement to take remeasurements directly to retained earnings has been applied consistently by the group. The total remeasurement changes of the puttable NCI liabilities during the year was R183,5 million (2025: R209,2 million) of the puttable NCI liabilities. This accounting policy treatment has been consistently applied by the group and will be applied in future until there is clarification that is definitive on where subsequent measurement changes are required to be accounted for in terms of IFRS. Share-based payments (refer to note 11.1) Share appreciation right The fair value of the share appreciation right awards is measured using a binomial method. Measurement inputs include share price at measurement date, exercise price of the instrument, expected volatility (based on the historic volatility), option life, dividend yield and the risk-free interest rate (based on national South African government bonds). Conditional share plan The fair value of the conditional share plan awards is measured using a present value model method, which estimates the current value of projected future benefits attributable to participants. Key assumptions include expected share price performance, dividend expectations and an appropriate discount rate. The calculated value is recognised as an expense over the period in which the related services are rendered, with the corresponding entry recognised in equity. Customer or supplier relationships on acquisition (refer to note 8.1) Most purchasing decisions in the foodservice distribution industry are based on the ability to deliver a wide range of quality products and related services on a timely and dependable basis, and at a competitive price. Customers may also choose to purchase products directly from wholesale or retail outlets, including club, cash and carry and grocery stores, online retailers, or negotiate prices directly with suppliers. Switching costs are very low, customers or suppliers can make changes on a day-to-day basis. Our group judgement is not to separately value these customer or supplier relationships as identifiable intangible assets, as these are considered day-to-day trading relationships. BIDCORP 2026 Consolidated annual financial statements32 Notes to the consolidated financial statements continued for the year ended June 30
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4. Operating performance 4.1 Revenue 2026 R’000 2025 R’000 Sale of goods – frozen 87 453 295 86 852 102 Sale of goods – chilled 68 846 227 64 839 361 Sale of goods – ambient 76 367 354 74 276 268 Sale of goods – non-food 9 091 813 9 245 968 Rendering of services and commissions earned 442 363 377 483 242 201 052 235 591 182 Revenue percentage by customer type Hotels, restaurants and cafés 43% 43% Caterers, butcheries and canteens 15% 14% Quick service restaurants 12% 12% Retail, wholesalers and other distributors 10% 11% Healthcare and aged care 8% 8% Education 6% 6% Travel (airlines and cruise liners) 3% 3% Government-related customers 3% 3% Analysis of revenue per country by percentage United Kingdom 29% 28% Australia 12% 13% Netherlands 9% 9% Italy 9% 8% Czech Republic 7% 7% New Zealand 6% 7% Belgium 5% 5% South Africa 5% 4% People's Republic of China and Hong Kong 3% 3% Other 15% 16% Composition of revenue » Revenue comprises amounts earned from customers from the sale of frozen, chilled, ambient and non-food products (goods) and from the rendering of services and commissions earned. » Revenue is disclosed net of value added taxation. » Revenue is net of returns and allowances, trade discounts and volume rebates, all of which have been apportioned to the sale of goods. Revenue recognition Revenue is recognised from the sale of goods and is measured at the amount of the transaction price received in exchange for transferring goods. The transaction price is the expected consideration to be received, to the extent that it is highly probable that there will not be a significant reversal of revenue in future, after deducting discounts, volume rebates, value added tax and other sales taxes. Control of the goods is passed when title and insurance risk have passed to the customer, which is typically when the goods have been delivered to an agreed location. When the period of time between delivery of goods and subsequent payment by the customer is less than one year, no adjustment for a financing component is made. Revenue from services rendered is recognised in profit or loss in proportion to the stage of completion of the transaction at reporting date. The stage of completion is time-based and dependent on the terms of the contract. Revenue from commissions and fees is recognised in the statement of profit or loss in proportion to the stage of completion of the transaction at the statement of financial position date. IFRS 15 Revenue from Contracts with Customers Due to the group’s revenue being earned through the sale of goods relating to frozen, ambient, chilled and other non-food-related products there are no significant multiple-element revenue arrangements with customers. The largest customer contract is Subway in the United Kingdom which accounts for 2,1% of the group’s 2026 revenue (2025: 2,2%). The group applies the practical expedient (paragraph 121 of IFRS 15) to not disclose information about remaining performance obligations that have original expected durations of one year or less. BIDCORP 2026 Consolidated annual financial statements 33 Notes to the consolidated financial statements continued for the year ended June 30
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4. Operating performance continued 4.2 Operating profit Note 2026 R’000 2025 R’000 Determined after charging (crediting) Auditors’ remuneration1 116 951 95 646 Group auditor audit fees and related expenses 61 764 78 952 Group auditor related tax, consulting, other related expenses 12 314 3 186 Other audit firm fees and other services 42 873 13 508 Depreciation of property, plant and equipment 7.1 2 308 029 2 141 356 Amortisation of intangible assets 7.2 188 592 176 527 Right-of-use lease asset depreciation 7.3 1 349 449 1 347 881 Directors' emoluments 104 413 99 566 Executive directors 11.2 82 633 80 814 Non-executive director emoluments 11.2 21 780 18 752 Employer contributions to 3 828 100 3 494 796 Defined contribution pension funds 879 709 844 285 Provident funds 26 837 29 840 Retirement funds 193 897 185 469 Social securities 2 592 883 2 325 726 Medical aids 134 774 109 476 Defined benefit pension plans related expenses 10 246 12 245 Staff costs excluding directors' emoluments, employer contributions 25 126 623 24 663 747 Gross staff costs excluding directors' emoluments, employer contributions 25 144 118 24 682 766 Government grants recognised in the consolidated statement of profit or loss (17 495) (19 019) The group received government grants in respect of staff job retention schemes in a few geographies. The group accounts for government grants in profit or loss in the year the staff costs are incurred and presented net of the related staff cost. Foreign exchange losses on hedging activities 36 332 7 767 Forward exchange contracts 32 534 7 528 Foreign bank accounts 3 798 239 1 Fees paid or payable to the group auditor for the audit of the group annual financial statements amounted to R61,8 million (2025: R78,9 million). Other services provided by the group auditor included fees for tax, consultancy and other non-audit services which are disclosed separately above, while fees relating to other audit firms and service providers are included in "other audit firms fees and related expenses". Note 2026 R’000 2025 R’000 Foreign exchange (gains) losses on transactions (7 525) 8 071 Realised (11 224) 6 078 Unrealised 3 699 1 993 Transport costs 6 156 218 5 772 447 Fuel 1 452 907 1 385 757 Vehicle running and transport costs (repairs, road tax, etc) 2 457 249 2 326 561 Freight out 2 246 062 2 060 129 Accommodation and premise costs 3 577 323 3 463 704 Electricity, gas and water (utilities) 1 164 107 1 136 214 Repairs and maintenance 894 749 849 738 Health and safety costs 429 903 420 561 Packaging and pallets 394 336 382 658 Other accommodation and premise costs 694 228 674 533 Office and communication costs 1 297 322 1 245 179 Insurance costs 604 164 560 346 Marketing and commercial costs 646 844 601 219 IFRS 16 related lease expenses recognised in the consolidated statement of profit or loss 352 455 461 966 Expenses relating to short-term leases (leases shorter than 12 months) 283 763 401 478 Expenses relating to leases of low-value assets that are not shown above as short-term leases 46 700 45 036 Expense relating to variable lease payments not included in lease liabilities 21 992 15 452 Impairment of assets 164 338 76 103 Property, plant and equipment 7.1 122 199 56 522 Intangible assets 7.2 27 546 18 607 Goodwill 8.3 13 587 – Investments in jointly controlled entities 9.3 1 006 974 Net capital (profit) loss 6 (19 623) 351 894 Impairment of assets and capital loss items included as capital items on consolidated statement of profit or loss 144 715 427 997 BIDCORP 2026 Consolidated annual financial statements34 Notes to the consolidated financial statements continued for the year ended June 30
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4. Operating performance continued 4.3 Segmental operational performance The group has the following strategic segments; Australasia, United Kingdom, Europe, Emerging Markets and Corporate, which are the reportable segments. The reportable segments of the group have been identified based on the regions of the businesses. This basis is representative of the internal structure for management purposes and management reports are reviewed by the executive management team on a monthly basis. “Segmental trading profit” is defined as operating profit excluding items of a capital nature and is the basis on which divisional management’s performance is assessed. Share-based payment and acquisition costs are also excluded from the result as this is not a criteria used in the management of the reportable segments. There is no individual customer who contributes more than 5% to the group’s total revenue. 2026 R’000 2025 R’000 Segmental revenue Australasia 45 441 710 45 632 081 United Kingdom 69 607 729 67 458 503 Europe 92 897 236 88 022 766 Emerging Markets 34 254 377 34 477 832 242 201 052 235 591 182 Segmental cost of revenue Australasia 33 856 187 34 008 323 United Kingdom 52 757 444 51 327 854 Europe 69 068 514 66 025 607 Emerging Markets 26 468 890 26 556 360 182 151 035 177 918 144 Cost of revenue comprises the cost of goods sold, including where manufactured in-house, overheads such as labour, production, depreciation, less discounts and rebates from suppliers. BIDCORP 2026 Consolidated annual financial statements 35 Notes to the consolidated financial statements continued for the year ended June 30
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4. Operating performance continued 4.3 Segmental operational performance continued Total R’000 Australasia R’000 United Kingdom R’000 Europe R’000 Emerging Markets R’000 Segmental revenue by category and market 2026 Sale of goods – frozen 87 453 295 17 721 804 25 331 418 32 572 387 11 827 686 Sale of goods – chilled 68 846 227 12 315 680 17 294 913 31 692 290 7 543 344 Sale of goods – ambient 76 367 354 13 700 516 23 934 434 25 105 883 13 626 521 Sale of goods – non-food 9 091 813 1 701 454 3 031 647 3 209 885 1 148 827 Rendering of services and commissions 442 363 2 256 15 317 316 791 107 999 242 201 052 45 441 710 69 607 729 92 897 236 34 254 377 Independent 56% 76% 38% 62% 49% Chain 33% 12% 62% 23% 33% Logistics 4% 4% 0% 7% 3% Retail and other 7% 8% 0% 8% 15% Hotels, restaurants and cafés 43% 37% 35% 51% 44% Caterers, butcheries and canteens 15% 9% 16% 13% 7% Quick service restaurants 12% 9% 12% 18% 19% Retail, wholesalers and other distributors 10% 13% 3% 9% 24% Healthcare and aged care 8% 15% 10% 5% 2% Education 6% 4% 15% 3% 2% Travel (airlines and cruise liners) 3% 10% 3% 0% 1% Government-related customers 3% 3% 6% 1% 1% Customer segmentation Independent Predominantly include independent establishments. These customers typically generate higher gross margins that more than offsets the higher supply chain costs that we incur in serving these customers. These customers use more value-added services, particularly in the areas of product selection and procurement, market trends, menu development and operational strategy. Chain Chain customers are multi-unit restaurants which includes fine dining, family and casual dining, as well as hotels, healthcare facilities and other multi-unit institutional customers. Logistics Logistics customers are where a customer instructs which suppliers are to be used for procurement and when to deliver the product to the customer. Retail Retail customers predominately include independent retailers and wholesalers. BIDCORP 2026 Consolidated annual financial statements36 Notes to the consolidated financial statements continued for the year ended June 30
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4. Operating performance continued 4.3 Segmental operational performance continued Total R’000 Australasia R’000 United Kingdom R’000 Europe R’000 Emerging Markets R’000 Segmental revenue by category and market 2025 Sale of goods – frozen 86 852 102 17 942 063 24 708 739 31 759 529 12 441 771 Sale of goods – chilled 64 839 361 12 192 592 16 015 741 29 018 975 7 612 053 Sale of goods – ambient 74 276 268 13 720 227 23 728 525 23 690 754 13 136 762 Sale of goods – non-food 9 245 968 1 775 209 2 991 832 3 262 740 1 216 187 Rendering of services and commissions 377 483 1 990 13 666 290 768 71 059 235 591 182 45 632 081 67 458 503 88 022 766 34 477 832 Independent 56% 75% 40% 63% 47% Chain 33% 13% 60% 22% 32% Logistics 4% 5% 0% 6% 4% Retail and other 7% 7% 0% 9% 17% Hotels, restaurants and cafés 43% 38% 37% 51% 45% Quick service restaurants 14% 9% 10% 17% 19% Caterers, butcheries and canteens 12% 10% 16% 13% 7% Retail, wholesalers and other distributors 11% 12% 2% 11% 23% Healthcare and aged care 8% 15% 10% 5% 2% Education 6% 4% 16% 2% 2% Travel (airlines and cruise liners) 3% 9% 3% 0% 1% Government-related customers 3% 3% 6% 1% 1% BIDCORP 2026 Consolidated annual financial statements 37 Notes to the consolidated financial statements continued for the year ended June 30
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4. Operating performance continued 4.3 Segmental operational performance continued 2026 R’000 2025 R’000 Segmental trading profit Trading division 13 987 844 13 184 648 Australasia 3 738 152 3 825 964 United Kingdom 2 748 581 2 535 864 Europe 5 542 048 4 844 941 Emerging Markets 1 959 063 1 977 879 Corporate (193 375) (232 075) 13 794 469 12 952 573 Segmental trading EBITDA¹ Trading division 15 937 162 14 761 704 Australasia 4 080 042 4 164 049 United Kingdom 3 396 845 2 959 229 Europe 6 355 408 5 519 948 Emerging Markets 2 104 867 2 118 478 Corporate (160 827) (178 132) 15 776 335 14 583 572 1 2026 segmental trading EBITDA is determined as trading profit (R13,794 billion) before depreciation (R2,308 billion) and amortisation charges (R189 million). EBITDA has been adjusted for the impact of IFRS 16 Leases by adding back the right-of-use asset depreciation (R1,349 billion) and deducting lease payments (R1,864 billion). 2025 segmental trading EBITDA is determined as trading profit (R12,952 billion) before depreciation (R2,141 billion) and amortisation charges (R176 million). EBITDA has been adjusted for the impact of IFRS 16 Leases by adding back the right-of-use depreciation (R1,348 billion) and deducting lease payments (R2,035 billion). 2026 R’000 2025 R’000 Segmental employee benefits and remuneration Trading division 28 908 900 28 030 807 Australasia 5 255 058 5 295 721 United Kingdom 9 280 362 8 878 761 Europe 10 955 191 10 335 496 Emerging Markets 3 418 289 3 520 829 Corporate 145 951 139 979 29 054 851 28 170 786 Share-based payment expense 416 681 338 702 29 471 532 28 509 488 Number of employees Number of employees Segmental number of employees Trading division 31 007 30 491 Australasia 4 865 4 907 United Kingdom 8 098 8 026 Europe 10 370 10 146 Emerging Markets 7 674 7 412 Corporate 102 90 31 109 30 581 BIDCORP 2026 Consolidated annual financial statements38 Notes to the consolidated financial statements continued for the year ended June 30
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4. Operating performance continued 4.4 Cash generated by operations 2026 R’000 2025 R’000 Reconciliation of operating profit to cash generated from operations Operating profit 13 213 818 12 147 613 Adjustments for: Costs incurred in respect of acquisitions (refer to note 8.1) 19 255 38 261 Dividends received from jointly controlled entity 97 758 108 597 Czech share-based payments – (61 437) Adjustment for depreciation and amortisation (refer to note 7.1 and 7.2) 2 496 621 2 317 883 Adjustment for RoU lease asset depreciation (refer to note 7.3) 1 349 449 1 347 881 Adjustment for non-cash items 909 512 673 225 Non-cash movement in the trade receivables impairment allowance 306 513 159 750 Non-cash movement in the provision for stock obsolescence (20 023) 15 564 Non-cash movement in provisions 98 364 (40 721) Charge to profit or loss for share-based payments (refer to note 11.1) 416 681 338 702 Profit on disposal of plant, property and equipment (82 204) (41 187) Impairment of plant, property and equipment (refer to note 7.1) 122 199 56 522 Impairment of intangible assets (refer to note 7.2) 27 546 18 607 Non-cash movements related to lease cancellations for RoU lease assets and RoU lease liabilities (15 310) (13 550) Loss on disposal of businesses (refer to note 8.2) – 479 432 Non-cash movement in deferred consideration recognised on acquisition (33 352) – Other non-cash items movements 89 098 (299 894) Working capital changes 467 595 (803 500) Increase in inventories (587 293) (1 463 062) Increase in trade and other receivables (1 144 583) (465 099) Increase in trade and other payables 2 199 471 1 124 661 Cash generated by operations 18 554 008 15 768 523 Cash and cash equivalents in the statement of financial position comprise current deposits with banks. Cash equivalents are short-term, highly liquid financial assets that are readily convertible to known amounts of cash, are subject to insignificant risk and changes in value and are held for the purpose of meeting short-term cash commitments rather than for investments or other purposes. For the purpose of presentation of statement of cash flow, cash and cash equivalents also comprise bank overdrafts. 5. Taxation 5.1 Income taxation 2026 R’000 2025 R’000 Current taxation 3 164 459 2 596 911 Current year 3 168 842 2 565 801 Prior years’ (over) underprovision (4 383) 31 110 Deferred taxation 21 749 295 753 Current year 36 362 375 857 Prior years’ over provision (14 187) (79 719) Change in rate of taxation (426) (385) Foreign withholding taxation 56 671 58 165 Total taxation per consolidated statement of profit or loss 3 242 879 2 950 829 Comprising South African taxation 362 091 295 081 Foreign taxation 2 880 788 2 655 748 3 242 879 2 950 829 Income taxation comprises current and deferred taxation. Income taxation expense is recognised in profit or loss except to the extent that it relates to items recognised directly in other comprehensive income or equity, in which case it is recognised in other comprehensive income or equity. Current taxation comprises taxation payable calculated on the basis of the expected taxable income for the year, using the taxation rates enacted or substantively enacted at the reporting date, and any adjustment of taxation payable for previous years. The reconciliation of the group’s effective taxation rate applies the South African taxation rate as the holding company is a South African taxation resident. On a group basis, the foreign taxation rate differentials are not considered significant and the method has been applied consistently from period to period. BIDCORP 2026 Consolidated annual financial statements 39 Notes to the consolidated financial statements continued for the year ended June 30
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5. Taxation continued 5.1 Income taxation continued 2026 % 2025 % The reconciliation of the effective taxation rate with the South African company taxation rate is: Taxation for the year as a percentage of profit before taxation 26,6 26,4 Associates 0,2 0,3 Effective rate excluding associate income 26,8 26,7 Dividend and exempt income 1,1 1,8 Foreign taxation rate differential 1,8 2,7 Non-deductible expenses¹ (3,0) (4,2) Deferred taxation assets not previously raised 0,3 (0,3) Exempt portion of capital gains (0,2) (0,1) Changes in prior years’ estimation 0,2 0,4 Rate of South African company taxation (%) 27,0 27,0 1 Non-deductible expenses comprise impairments of property, plant and equipment (refer to note 7.1), intangible assets (refer to note 7.2), non-deductibility of puttable option liability interest and other non-deductible expenses individually insignificant across the group. The group is within the scope of the Organisation for Economic Co-operation and Development (OECD) Pillar Two model rules which is effective from the 2025 financial year. Pillar Two introduces a global minimum effective tax (ETR) of 15% for multinational groups with consolidated revenue exceeding €750 million in at least two of the last four consecutive financial years. The purpose of ETR is to ensure that multinational groups pay a minimum level of tax on the income generated in each jurisdiction where they operate. The group applied the safe-harbour test with the group recognising a current taxation expense of R0,2 million (2025: R0,3 million) as it relates to the top-up taxation payable for the Kingdom of Bahrain (2025: United Arab Emirates and Macau). The group has adopted the IASB amendments to IAS 12 a temporary mandatory relief from accounting for deferred taxation which arises from legislation implementing the Pillar Two model rules. Under the relief, it neither recognises nor discloses information about deferred taxation assets and liabilities related to Pillar Two income taxes. Further guidance on the rules and regulations is expected in the coming periods; the group will continue to assess the impact of the Pillar Two legislation in relation to future financial performance. An underprovision of R2,1 million relates to Pillar Two assessment for 2025, due to clarification of GLOBE rules. 5.2 Deferred taxation 2026 R’000 2025 R’000 Deferred taxation assets 1 591 634 1 601 364 Deferred taxation liabilities (1 891 424) (1 887 589) Net deferred taxation liability (299 790) (286 225) Movement in net deferred taxation assets and liabilities Balance at beginning of the year (286 225) 184 507 Deferred taxation charge (21 749) (295 753) Items recognised directly in equity and other comprehensive income 5 394 29 229 On acquisition of businesses (16 761) (57 257) On disposal of businesses – (109 763) Exchange rate adjustments, including the effect of hyperinflation 19 551 (37 188) Balance at end of the year (299 790) (286 225) Analysis of deferred taxation balances Differential between carrying values and taxation values of property, plant and equipment (1 700 120) (2 037 259) Differential between carrying values and taxation values of intangible assets (140 501) (167 574) Estimated taxation losses 297 101 321 767 Staff-related allowances and liabilities 502 337 600 275 Differential between right-of-use lease assets and liabilities 166 310 253 839 Inventories 49 185 76 269 Investments (50 803) (71 010) Trade and other receivables 240 856 321 706 Trade, other payables and provisions 335 845 415 762 (299 790) (286 225) Deferred taxation has been provided at rates ranging between 15% – 34% (2025: 9% – 30%). The variance in rates arises as a result of the differing taxation and Capital Gains Taxation rates present in the various countries in which the group operates. Reconciliation of estimated tax losses available for offset against future taxable income 2026 R’000 2025 R’000 Estimated taxation losses available for offset against future taxable income 2 016 549 2 059 385 Utilised in the computation of deferred taxation (1 100 374) (1 191 730) Not accounted for in deferred taxation 916 175 867 655 BIDCORP 2026 Consolidated annual financial statements40 Notes to the consolidated financial statements continued for the year ended June 30
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5. Taxation continued 5.2 Deferred taxation continued 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 or the nature of the taxation losses remain uncertain, against which the benefits can be utilised. The significant taxation losses not accounted for as deferred taxation assets relates to the Guzmán Gastronomía S.L. group (Spain). At June 30 2026, the estimated taxation losses for Spain was €34,0 million (R637,2 million) (2025: €28,8 million (R594,0 million)). Deferred taxation is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities using tax rates enacted or substantively enacted at the reporting date. The following temporary differences are not provided for: initial recognition of goodwill, the initial recognition of assets or liabilities in a transaction that is not a business combination, initial recognition of the right-of-use lease assets/liabilities and that affects neither accounting nor taxable profit, and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. Deferred taxation is charged to the statement of profit or loss except to the extent that it relates to a transaction that is recognised directly in other comprehensive income or equity, or a business combination that is an acquisition. The effects on deferred taxation of any changes in tax rates are recognised in the statement of profit or loss, except to the extent that it relates to items previously charged or credited directly to other comprehensive income or equity. 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 taxation losses and deductible temporary differences can be utilised. Deferred taxation assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related taxation benefit will be realised. 5.3 Taxation paid 2026 R’000 2025 R’000 Amounts payable at beginning of the year (404 201) (578 678) Current taxation charge (3 221 130) (2 655 076) Businesses acquired (21 965) (9 650) Disposal of business – (11) Exchange rate adjustments 46 315 35 546 Amounts payable at end of the year 1 595 385 404 201 Amounts paid (3 005 596) (2 803 668) 1 Amount payable includes taxation receivable of R18,5 million (2025: R52,0 million) (refer to note 7.5) and taxation payable of R613,9 million (2025: R456,2 million) (refer to statement of financial position). 6. Basic, diluted and headline earnings per share 6.1 Basic earnings per share Basic earnings per share is calculated by dividing the profit attributable to equity holders of Bidcorp by the weighted average number of ordinary shares in issue during the year, excluding those ordinary shares held as treasury shares. Weighted average number of ordinary shares in issue is calculated as the number of shares in issue at the beginning of the year, increased by shares issued/treasury shares sold during the year or decreased by treasury shares purchased during the year, weighted on a time basis for the period in the year during which they have participated in the profit of Bidcorp. 2026 2025 Profit attributable to shareholders of the company (R’000) 8 948 608 8 174 172 Weighted average number of shares in issue (’000) 335 996 335 659 Basic earnings per share (cents) 2 663,3 2 435,3 6.2 Diluted earnings per share The diluted basic earnings per share is calculated by adjusting the weighted average number of shares outstanding to assume conversion of all dilutive potential ordinary shares. Dilutive earnings* (R’000) 8 948 608 8 174 172 Weighted average number of shares in issue (’000) 335 996 335 659 Potential dilutive impact of outstanding share and conditional awards (’000) 741 1 187 Number of outstanding staff share awards 515 630 Number of share awards deemed to be issued at fair value (497) (549) Contingent issuable shares in terms of conditional share plan to be issued not at fair value 723 1 106 Dilutive weighted average number of shares (’000) 336 737 336 846 Diluted basic earnings per share (cents) 2 657,4 2 426,7 Dilution (%) 0,2 0,4 * There were no reconciling items for the diluted earnings. BIDCORP 2026 Consolidated annual financial statements 41 Notes to the consolidated financial statements continued for the year ended June 30
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6. Basic, diluted and headline earnings per share continued 6.3 Headline earnings per share 2026 R’000 2025 R’000 Profit attributable to shareholders of the company 8 948 608 8 174 172 Impairments 148 669 76 103 Property, plant and equipment 122 199 56 522 Intangible assets 27 546 18 607 Goodwill 13 587 – Jointly controlled entities 1 006 974 Taxation relief (15 669) – Profit on disposal of property, plant and equipment (20 751) (840) Property, plant and equipment (19 623) (661) Taxation relief (1 128) (179) Loss on disposal of interests in subsidiaries – 479 432 Profit on disposal of interests in jointly controlled entity – (126 877) Headline earnings 9 076 526 8 601 990 Headline earnings per share (cents) 2 701,4 2 562,7 Diluted headline earnings per share (cents) 2 695,4 2 553,7 Dilution (%) 0,2 0,4 7. Net operating assets 7.1 Property, plant and equipment 2026 R’000 2025 R’000 Freehold land and buildings 17 285 379 16 787 076 Cost 18 768 463 18 420 497 Accumulated depreciation and impairments (1 483 084) (1 633 421) Leasehold improvements 1 038 681 1 137 250 Cost 2 408 696 2 726 668 Accumulated depreciation and impairments (1 370 015) (1 589 418) Plant and equipment 4 767 293 4 932 535 Cost 11 659 319 11 508 608 Accumulated depreciation and impairments (6 892 026) (6 576 073) Office equipment, furniture and fittings 1 061 821 1 034 397 Cost 3 084 622 3 069 825 Accumulated depreciation and impairments (2 022 801) (2 035 428) Vehicles 4 936 151 4 676 109 Cost 10 017 003 9 583 260 Accumulated depreciation and impairments (5 080 852) (4 907 151) Capital work-in-progress 1 462 450 2 512 445 30 551 775 31 079 812 Property, plant and equipment with an estimated carrying value of R587 million (2025: R735 million) were pledged as security for borrowings of R398 million (2025: R475 million) (refer to note 10.3). A register of land and buildings is available for inspection by shareholders at the registered office of the company. Property, plant and equipment are reflected at cost to the group, less accumulated depreciation and accumulated impairment losses. Land is stated at cost and is not depreciated. 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. Finance costs of R52,8 million (2025: R61,8 million) incurred on qualifying assets are capitalised until such time the assets are substantially ready for their intended use. Qualifying assets are those that take a substantial period of time to prepare for their intended use. Depreciation is provided for on the straight-line basis over the estimated useful lives of the property, plant and equipment to anticipated residual values. The estimated market value of the group’s freehold land and buildings based on most recent valuation reports within the last five years amounted to R21,2 billion (2025: R21,8 billion). BIDCORP 2026 Consolidated annual financial statements42 Notes to the consolidated financial statements continued for the year ended June 30
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7. Net operating assets continued 7.1 Property, plant and equipment continued Estimate useful lives are: Freehold depreciation Up to 50 years Leasehold premises Over the period of the lease Plant and equipment 3 to 15 years Office equipment, furniture and fittings 3 to 10 years Vehicles 3 to 10 years Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate. Subsequent expenditure is capitalised only if it is probable that the future economic benefits associated with the expenditure will flow to the group. Any gain or loss on disposal of an item of property, plant and equipment is recognised in profit or loss. 2026 R’000 2025 R’000 Movement in property, plant and equipment Carrying value at beginning of the year 31 079 812 25 968 336 Capital expenditure including capitalised interest 4 865 500 6 299 277 Freehold land and buildings 866 423 1 091 331 Leasehold improvements 164 016 62 731 Plant and equipment 689 529 613 142 Office equipment, furniture and fittings 193 911 196 189 Vehicles 966 354 948 151 Capital work-in-progress 1 985 267 3 387 733 Acquisition of businesses 64 047 402 170 Freehold land and buildings 2 864 59 264 Leasehold improvements 11 132 176 750 Plant and equipment 14 804 67 432 Office equipment, furniture and fittings 14 124 23 429 Vehicles 21 123 75 295 Disposals (192 449) (148 799) Freehold land and buildings (63 563) (48 835) Leasehold improvements (27 778) (1 131) Plant and equipment (42 596) (28 950) Office equipment, furniture and fittings (15 534) (21 115) Vehicles (39 620) (46 727) Capital work-in-progress (3 358) (2 041) 2026 R’000 2025 R’000 Net transfers – – Freehold land and buildings 1 261 241 1 146 819 Leasehold improvements 52 147 48 636 Plant and equipment 424 202 602 187 Office equipment, furniture and fittings 217 418 113 847 Vehicles 849 254 961 879 Capital work-in-progress (2 804 262) (2 873 368) Disposal of business – (78 153) Freehold land and buildings – (5 248) Leasehold improvements – (14 129) Plant and equipment – (24 823) Office equipment, furniture and fittings – (6 899) Vehicles – (21 596) Capital work-in-progress – (5 458) Exchange rate adjustments (2 834 907) 834 859 Freehold land and buildings (1 513 626) 387 912 Leasehold improvements (122 233) 57 123 Plant and equipment (387 386) 113 512 Office equipment, furniture and fittings (99 637) 15 330 Vehicles (484 371) 179 647 Capital work-in-progress (227 654) 81 335 Depreciation (2 308 029) (2 141 356) Freehold land and buildings (54 253) (53 171) Leasehold improvements (125 801) (125 128) Plant and equipment (827 407) (786 659) Office equipment, furniture and fittings (253 503) (248 686) Vehicles (1 047 065) (927 712) Impairment losses (122 199) (56 522) Freehold land and buildings (783) (11 187) Leasehold improvements (50 050) (1 605) Plant and equipment (36 388) (21 442) Office equipment, furniture and fittings (29 345) (21 873) Vehicles (5 633) (415) Carrying value at end of the year 30 551 775 31 079 812 BIDCORP 2026 Consolidated annual financial statements 43 Notes to the consolidated financial statements continued for the year ended June 30
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7. Net operating assets continued 7.1 Property, plant and equipment continued 2026 R’000 2025 R’000 Segmental capital expenditure¹ Bidfood 4 863 478 6 298 111 Australasia 822 196 1 247 857 United Kingdom 1 558 261 2 169 929 Europe 1 963 369 2 465 345 Emerging Markets 519 652 414 980 Corporate 2 022 1 166 Total 4 865 500 6 299 277 Segmental depreciation Trading division Bidfood 2 307 015 2 140 598 Australasia 436 025 438 261 United Kingdom 717 183 638 288 Europe 859 127 763 099 Emerging Markets 294 680 300 950 Corporate 1 014 758 Total 2 308 029 2 141 356 Segmental impairments Trading division Bidfood Australasia 60 581 – Europe 28 039 53 976 Emerging Markets 33 579 2 546 122 199 56 522 1 During the year, expansion capital expenditure accounted for R1,6 billion (2025: R3,8 billion) mainly related to infrastructure capital expenditure (through upgrades to (or new) distribution centres including the fit out of plant and equipment). The group’s infrastructure capital expenditure is long term in nature as distribution centres are generally used for 20 to 40 years (or beyond), and they are purposely built close to the customer. The capital expenditure is integrated with leading ESG trends (solar, water saving measures, LED lighting, state-of the-art refrigeration etc) and over time provides a strategic advantage for the group. Operational (replacement) capital expenditure of R3,2 billion (2025: R2,4 billion) is higher than the depreciation charge as replacement values on property, plant and equipment have increased due to global inflationary pressures. 7.2 Intangible assets 2026 R’000 2025 R’000 Patents, trademarks and tradenames 604 832 630 901 Cost 703 420 729 253 Accumulated amortisation and impairments (98 588) (98 352) Computer software 405 351 476 425 Cost 2 257 847 2 579 748 Accumulated amortisation and impairments (1 852 496) (2 103 323) Capital work-in-progress 103 100 54 558 1 113 283 1 161 884 Movement in intangible assets Carrying value at beginning of the year 1 161 884 956 226 Additions 263 500 207 221 Patents, trademarks and tradenames 5 565 15 972 Computer software 188 955 176 996 Capital work-in-progress 68 980 14 253 Expenditure 135 083 76 455 Transfers to other categories (66 103) (62 202) Acquisition of businesses 44 006 160 476 Patents, trademarks and tradenames 43 231 153 179 Computer software 775 7 297 Disposals (14 308) (19 638) Patents, trademarks and tradenames (13 146) (17 779) Computer software (1 162) (1 859) Exchange rate adjustments (125 661) 52 733 Patents, trademarks and tradenames (62 890) 29 770 Computer software (53 870) 19 504 Capital work-in-progress (8 901) 3 459 Amortisation (refer to note 4.2) (188 592) (176 527) Patents, trademarks and tradenames (111 441) (157 920) Computer software (77 151) (18 607) BIDCORP 2026 Consolidated annual financial statements44 Notes to the consolidated financial statements continued for the year ended June 30
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7. Net operating assets continued 7.2 Intangible assets continued 2026 R’000 2025 R’000 Impairment losses (27 546) (18 607) Patents, trademarks and tradenames (23 328) – Computer software (4 218) (18 607) Carrying value at end of the year 1 113 283 1 161 884 Segmental amortisation Bidfood 156 087 148 995 Australasia 14 386 12 413 United Kingdom 48 367 51 721 Europe 82 441 72 473 Emerging Markets 10 893 12 388 Corporate 32 505 27 532 Total 188 592 176 527 Segmental impairments Bidfood 4 372 18 607 United Kingdom 2 077 15 587 Europe 154 1 051 Emerging Markets 2 141 1 969 Corporate 23 174 – Total 27 546 18 607 Included in patents, trademarks, tradenames and other intangibles are separately identifiable intangible assets that were recognised on acquisition. Significant separately identifiable intangible assets recognised on acquisition are as follows: » “SimplyPuree” and “The Punjab Kitchen” brand names from the Simply Food Solutions acquisition. The carrying value of these brand names at June 30 was R228,1 million (2025: R255,6 million). » “Foster” tradename and Inter Resto customer relationship recognised on the Foster Fast Food acquisition. The carrying value of this Foster tradename at June 30 was R57,9 million (2025: R64,6 million). » “Thomas Ridley” brand name recognised on acquisition of Thomas Ridley. The carrying value of this brand name at June 30 was R55,2 million (2025: R61,9 million). » “Turner Price” brand name recognised on acquisition of Turner Price. The carrying value of this brand name at June 30 was R88,3 million (2025: R95,6 million). » “Dairy Innovation” the Vida Longa Ultra-High Temperature (UHT) soft-serve and milkshake special formulation technology and brand name. The carrying value of these intangibles at June 30 was R53,0 million (2025: R53,0 million). Software development costs are capitalised and are stated at cost less accumulated amortisation and accumulated impairment losses. Other intangible assets acquired by the group are stated at cost less accumulated amortisation and accumulated impairment losses. Expenditure on research, internally generated goodwill and brands is recognised in the statement of profit or loss as an expense 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. Amortisation is charged to the statement of profit or loss 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 systematically tested for impairment at the reporting date. Other intangible assets are amortised from the date they are available for use. The estimated useful lives are: Patents, trademarks, tradenames and other intangibles 2 years to indefinite Computer software 3 to 10 years Amortisation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate. All patents, tradenames, trademarks and other intangibles that have an indefinite life are assessed at the reporting date with the below criteria when considering if the intangible asset has an indefinite life: » The intangible assets can be managed effectively by another management team and are therefore not linked to the tenure of current management. » Management does not intend to change the intangible asset’s identity or discontinue the product line. » The group’s ongoing investment ensures that the indefinite life intangible assets remain up to date and relevant to the customer. The directors evaluated the impairment of indefinite life intangible assets at the reporting date and concluded that no further impairment loss were to be recognised as the respective recoverable amounts exceeded their carrying values of the related cash-generating units (CGUs) (refer to note 8.3). BIDCORP 2026 Consolidated annual financial statements 45 Notes to the consolidated financial statements continued for the year ended June 30
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7. Net operating assets continued 7.3 Right-of-use lease assets (RoU lease assets) 2026 R’000 2025 R’000 Leasehold properties 5 669 538 6 211 275 Cost 10 348 975 10 548 092 Accumulated depreciation (4 679 437) (4 336 817) Vehicles 633 659 735 108 Cost 1 249 922 1 498 257 Accumulated depreciation (616 263) (763 149) Equipment and other 66 891 88 149 Cost 111 692 130 377 Accumulated depreciation (44 801) (42 228) 6 370 088 7 034 532 The group recognises RoU lease assets at the commencement date of the lease (ie the date the underlying asset is available for use). RoU lease assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of RoU lease assets includes the amount of lease liabilities recognised, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Unless the group is reasonably certain to obtain ownership of the leased asset at the end of the lease term, the recognised RoU lease assets are depreciated on a straight-line basis over the shorter of its estimated useful life and the lease term. RoU lease assets are subject to impairment. The group leases three asset categories, namely property (leasehold properties), vehicles, and equipment related to leasehold properties. Property leases mainly relate to the lease of land and buildings used for distribution of frozen or perishable foods products. Vehicle leases include a fleet of vehicles to deliver product to customers which are wholly or partially refrigerated for the transportation of frozen or perishable foods products. In addition, there are sales and marketing representative leased vehicles that are used to stay in contact with the needs of our customers and acquaint them with the group’s new food products and services. RoU lease assets are effectively ceded as security for concomitant lease liabilities (refer to note 10.4). 2026 R’000 2025 R’000 Movement in RoU lease assets Carrying value at beginning of the year 7 034 532 6 232 942 New leases entered into including lease incentives 965 820 1 702 793 Leasehold properties 654 323 1 273 092 Vehicles 306 775 414 780 Equipment and other 4 722 14 921 Lease modifications and remeasurements 414 064 325 695 Leasehold properties 416 606 246 848 Vehicles (3 500) 75 766 Equipment and other 958 3 081 Cancelled leases (61 595) (80 358) Leasehold properties (41 762) (55 361) Vehicles (18 257) (24 618) Equipment and other (1 576) (379) Group transfers – – Leasehold properties – (4 992) Vehicles – 4 992 Acquisition of business 12 093 12 698 Leasehold properties 10 493 12 698 Vehicles 1 600 – Disposal of business – (37 807) Leasehold properties – (19 719) Vehicles – (18 088) Depreciation (1 349 449) (1 347 881) Leasehold properties (1 019 342) (954 550) Vehicles (311 549) (371 656) Equipment and other (18 558) (21 675) Exchange rate adjustments, including the effect of hyperinflation (645 377) 226 450 Leasehold properties (562 054) 182 780 Vehicles (76 519) 41 567 Equipment and other (6 804) 2 103 6 370 088 7 034 532 BIDCORP 2026 Consolidated annual financial statements46 Notes to the consolidated financial statements continued for the year ended June 30
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7. Net operating assets continued 7.3 Right-of-use lease assets (RoU lease assets) continued 2026 R’000 2025 R’000 Segmental RoU depreciation Bidfood 1 347 417 1 345 823 Australasia 133 723 117 146 United Kingdom 276 447 339 409 Europe 547 167 494 305 Emerging Markets 390 080 394 963 Corporate 2 032 2 058 1 349 449 1 347 881 7.4 Inventories 2026 R’000 2025 R’000 Raw materials 1 060 459 1 029 648 Work-in-progress 22 906 24 880 Finished goods 17 051 250 18 088 749 Roll cages 102 162 119 403 18 236 777 19 262 680 Value of inventory expensed to the consolidated statement of profit or loss 196 931 509 193 448 545 Provision for stock obsolescence included in inventories 312 300 387 458 Total value of inventories on hand at June 30 written down to net realisable value 833 360 920 574 Provision for stock obsolescence credited to the consolidated statement of profit or loss (51 187) (28 640) 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 and finished goods is determined on a weighted average cost basis. The cost of manufactured inventory and work-in-progress includes materials, direct labour, other direct costs and an appropriate portion of overheads, but excludes interest expense. 7.5 Trade and other receivables 2026 R’000 2025 R’000 Trade receivables 22 728 803 24 101 188 Impairment allowances (1 154 653) (1 216 631) Net trade receivables 21 574 150 22 884 557 Forward exchange contracts asset 5 740 5 216 Prepayments 1 345 336 1 136 001 Deposits 278 632 200 289 Value added taxation receivable 137 671 339 582 Signing and listing fees 185 943 193 134 Rebates due from suppliers 249 733 234 560 Taxation receivable 18 543 51 990 Other receivables 173 642 230 321 23 969 390 25 275 650 Trade receivables are short term in nature and are measured initially at fair value, and are subsequently measured at amortised cost using the effective interest method, less an ECL allowance. Forward exchange contracts (FECs) are initially measured at fair value on the contract date, and are remeasured to fair value at subsequent reporting dates. The resulting gain or loss is recognised in profit or loss as it arises, unless the FEC is designated and effective as a hedging instrument. Changes in the fair value of derivative financial instruments that are designated and effective as hedges of future cash flows are recognised in other comprehensive income. The ineffective portion is recognised immediately in profit or loss. The group does not have any significant contract assets. Trade receivables consist of a large number of customers spread across diverse markets and geographical areas. Ongoing credit evaluation is performed by operational management on the financial condition of the operation’s customers. The group does not have any significant credit risk exposure to any single counterparty or any group of counterparties having similar characteristics. The group’s largest exposure to a single customer group, across multiple geographies is R419 million (2025: R992 million). The group had 457 623 individual trade debtors at June 30 2026 (2025: 402 129). The total number of debtors per reporting division was obtained and the average net revenue per trade debtor was calculated for each reporting division. Based on the average net revenue per trade debtor in comparison to the group’s total net revenue 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. BIDCORP 2026 Consolidated annual financial statements 47 Notes to the consolidated financial statements continued for the year ended June 30
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7. Net operating assets continued 7.5 Trade and other receivables continued Management have assessed the recoverability of these amounts due in their geographies and believe that the amounts due and not impaired are recoverable in full. In addition, broad principles of credit risk management are observed across all business segments, such as the use of credit rating agencies, credit guarantee insurance where appropriate and the maintenance of a credit control function. An operation’s average credit period depends on local conditions as well as the creditworthiness of their customers. The majority of the customers are given credit terms ranging from cash on delivery to 60 days from statement. The balance per customer type at the reporting date can be summarised as follows: 2026 R’000 2025 R’000 Hotels, restaurants and cafés 8 840 888 10 252 064 Retail, wholesalers and other distributors 2 231 743 2 454 661 Quick service restaurants 2 524 559 2 618 278 Caterers, butcheries and canteens 4 903 816 4 471 615 Healthcare and aged care 1 736 919 2 081 867 Education 1 541 150 1 420 160 Travel (airlines and cruise liners) 442 023 409 889 Government-related customers 507 705 392 654 22 728 803 24 101 188 The ECL model focuses on the risk that a debtor will default rather than whether a loss has or will be incurred. Credit losses are recognised earlier under IFRS 9 because every loan and receivable “has a risk of defaulting in the future” and has an ECL associated with it. As the businesses mature, the ECL model is refined to reflect the customer mix dynamic. Default is determined based on business specific facts and circumstances. The group applies the IFRS 9 simplified approach to measuring ECLs that use a lifetime expected loss allowance for all trade receivables and contract assets. ECLs are calculated, as a function of the decentralised structure, by each operation by applying the historic loss ratios to trade receivables. In determining the ECL, each operation splits the trade receivables into groups based on shared credit risk characteristics and the days past due, namely by splitting customers into the type of customer (eg hotels, restaurants and cafés; quick service restaurants; caterers, butcheries and canteens), geographical regions, product types, customer ratings and trade credit insurances. In instances where there was no evidence of historical impairment, each operation’s management used their knowledge of their business to determine the potential loss rate. The historical loss rates are adjusted, when necessary, to reflect current and forward-looking information on macro-economic factors affecting the ability of the customers to settle the trade receivables. The group has identified GDP , food inflation and levels of consumer confidence in the region or country in which it sells its goods and services to be the most relevant factors, and accordingly adjusts the historical loss rates based on expected changes in these factors. In addition, possible long-term negative impacts of above normal inflation on the macro-economic environment have been factored into ECLs calculated on a country-by-country basis based on evidence available at the time of finalising the Bidcorp group annual financial statements. ECLs were considered for deposits, signing and listing fees, rebates due from suppliers and other receivables. Carrying values at June 30 reflect the fair value of these receivables and ECL is considered immaterial. The review of the expected impairment allowances and loss ratios in respect of trade and other receivables is monitored under the oversight of the divisional audit and risk committees, and ultimately the group audit and risk committee. Financial assets are written off when it is concluded there is no reasonable expectation of recovery once all reasonable avenues have been exercised. BIDCORP 2026 Consolidated annual financial statements48 Notes to the consolidated financial statements continued for the year ended June 30
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7. Net operating assets continued 7.5 Trade and other receivables continued 2026 2025 Gross debtor R’000 Expected loss rate % ECL R’000 Gross debtor R’000 Expected loss rate % ECL R’000 The ECL matrix at reporting date can be summarised as follows: Not past due 19 650 146 1,1 220 601 20 275 524 1,3 256 982 Hotels, restaurants and cafés 7 526 105 1,1 81 109 8 244 896 1,3 106 637 Retail, wholesalers and other distributors 1 856 975 1,9 35 351 1 927 865 1,8 34 653 Quick service restaurants 2 133 795 0,7 15 824 2 283 653 0,7 16 979 Caterers, butcheries and canteens 4 278 143 1,0 42 742 3 835 512 1,0 38 292 Healthcare and aged care 1 582 040 1,5 23 748 1 914 539 1,6 30 216 Education 1 470 549 0,5 7 630 1 336 754 1,0 13 118 Travel (airlines and cruise liners) 397 607 2,7 10 848 373 993 3,4 12 837 Government-related customers 404 932 0,8 3 349 358 312 1,2 4 250 Past due 0 – 30 days 1 614 319 4,5 73 046 2 046 433 4,0 81 968 Hotels, restaurants and cafés 625 654 6,1 37 895 975 704 4,9 48 198 Retail, wholesalers and other distributors 239 950 4,5 10 811 355 370 3,3 11 715 Quick service restaurants 171 150 2,5 4 278 199 261 1,3 2 673 Caterers, butcheries and canteens 379 607 3,1 11 738 350 994 4,0 14 101 Healthcare and aged care 100 359 4,6 4 573 93 350 2,5 2 324 Education 28 454 2,7 759 33 778 3,4 1 159 Travel (airlines and cruise liners) 35 976 6,0 2 168 28 509 5,4 1 552 Government-related customers 33 169 2,5 824 9 467 2,6 246 Past due 31 – 180 days 692 623 26,6 184 127 779 655 21,4 167 041 Hotels, restaurants and cafés 288 991 29,1 84 131 396 767 20,9 82 930 Retail, wholesalers and other distributors 71 404 34,2 24 408 96 798 22,5 21 732 Quick service restaurants 134 820 14,6 19 739 58 815 10,8 6 360 Caterers, butcheries and canteens 99 053 39,3 38 886 125 419 32,5 40 717 Healthcare and aged care 34 213 15,0 5 148 45 580 9,8 4 488 Education 21 216 12,4 2 639 29 986 28,7 8 611 Travel (airlines and cruise liners) 6 796 37,8 2 572 6 437 28,0 1 801 Government-related customers 36 130 18,3 6 604 19 853 2,0 402 181+ days 771 715 87,7 676 879 999 576 71,1 710 640 Hotels, restaurants and cafés 400 138 97,6 390 467 634 697 83,6 530 363 Retail, wholesalers and other distributors 63 414 93,1 59 024 74 628 49,6 37 000 Quick service restaurants 84 794 48,4 41 075 76 549 64,7 49 558 Caterers, butcheries and canteens 147 013 99,4 146 202 159 690 42,5 67 838 Healthcare and aged care 20 307 100,0 20 307 28 398 39,1 11 098 Education 20 931 34,7 7 260 19 642 51,8 10 167 Travel (airlines and cruise liners) 1 644 99,7 1 638 950 81,5 774 Government-related customers 33 474 32,6 10 906 5 022 76,5 3 842 22 728 803 5,1 1 154 653 24 101 188 5,0 1 216 631 BIDCORP 2026 Consolidated annual financial statements 49 Notes to the consolidated financial statements continued for the year ended June 30
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7. Net operating assets continued 7.5 Trade and other receivables continued 2026 2025 Loss rate % Gross trade receivables R’000 ECL R’000 Net trade receivables R’000 Loss rate % Gross trade receivables R’000 ECL R’000 Net trade receivables R’000 Ageing of trade receivables per segment at June 30 Not past due 1,1 19 650 146 (220 601) 19 429 545 1,3 20 275 524 (256 982) 20 018 542 Australasia 4,9 2 507 721 (124 772) 2 382 949 4,8 2 638 392 (126 756) 2 511 636 United Kingdom 0,2 6 503 140 (13 579) 6 489 561 0,6 6 038 031 (36 610) 6 001 421 Europe 0,4 7 863 545 (39 047) 7 824 498 0,5 8 500 704 (44 433) 8 456 271 Emerging Markets 1,5 2 775 740 (43 203) 2 732 537 1,6 3 098 397 (49 183) 3 049 214 Past due 0 – 30 days 4,5 1 614 319 (73 046) 1 541 273 4,0 2 046 433 (81 968) 1 964 465 Australasia 23,2 135 224 (31 325) 103 899 12,4 168 734 (20 903) 147 831 United Kingdom 0,6 379 671 (2 465) 377 206 1,9 406 825 (7 627) 399 198 Europe 4,2 693 101 (29 384) 663 717 3,9 840 738 (33 197) 807 541 Emerging Markets 2,4 406 323 (9 872) 396 451 3,2 630 136 (20 241) 609 895 31 – 180 days 26,6 692 623 (184 127) 508 496 21,4 779 655 (167 041) 612 614 Australasia 79,8 46 469 (37 101) 9 368 57,9 71 154 (41 228) 29 926 United Kingdom 17,4 216 108 (37 701) 178 407 9,0 220 659 (19 788) 200 871 Europe 27,2 287 356 (78 121) 209 235 24,8 303 203 (75 126) 228 077 Emerging Markets 21,9 142 690 (31 204) 111 486 16,7 184 639 (30 899) 153 740 181+ days 87,7 771 715 (676 879) 94 836 71,1 999 576 (710 640) 288 936 Australasia 100,0 14 448 (14 448) – 94,9 21 006 (19 940) 1 066 United Kingdom 68,4 140 344 (95 933) 44 411 42,3 248 353 (104 998) 143 355 Europe 90,0 496 029 (446 538) 49 491 79,6 565 508 (450 101) 115 407 Emerging Markets 99,2 120 894 (119 960) 934 82,3 164 709 (135 601) 29 108 5,1 22 728 803 (1 154 653) 21 574 150 5,0 24 101 188 (1 216 631) 22 884 557 The ECL for the year ended June 30 2026 has been conservatively calculated on a country-by-country basis based on evidence available at the time of finalising the group annual financial statements, with the overall ECL of 5,1% a slight increase from 5,0% in 2025. The majority (more than 95%) 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. BIDCORP 2026 Consolidated annual financial statements50 Notes to the consolidated financial statements continued for the year ended June 30
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7. Net operating assets continued 7.5 Trade and other receivables continued 2026 R’000 2025 R’000 Movement in the impairment allowance in respect of trade receivables Balance at July 1 1 216 631 1 271 209 Allowances raised during the year 370 658 252 898 Australasia 44 523 35 453 United Kingdom 81 504 2 566 Europe 182 944 132 428 Emerging Markets 61 687 82 451 Bad debts written off during the year (266 075) (269 431) Australasia (27 977) (27 442) United Kingdom (89 855) (28 650) Europe (119 539) (142 289) Emerging Markets (28 704) (71 050) Acquisition of businesses 7 315 16 358 United Kingdom 7 156 2 889 Europe – 11 774 Emerging Markets 159 1 695 Disposal of businesses – (3 836) Europe – 2 001 Emerging Markets – (5 837) Allowances reversed during the year (64 145) (93 148) Europe (9 556) (43 444) Emerging Markets (54 589) (49 704) Exchange rate adjustments, including the effect of hyperinflation (109 731) 42 581 Balance at June 30 1 154 653 1 216 631 The group’s policy for bad debts is to write off trade receivables when there is no reasonable expectation of recovery of the outstanding balance in that particular geography but are still subject to enforcement activity. 2026 2025 Fair value of collateral held R’000 Trade receivables net of impairment allowance R’000 Fair value of collateral held R’000 Trade receivables net of impairment allowance R’000 Collateral held on past due amounts Cover by credit insurance Australasia 25 957 25 957 46 145 46 145 United Kingdom 347 413 347 413 86 599 86 599 Europe 373 945 405 174 399 933 455 251 Emerging Markets 263 186 299 562 264 782 273 304 Total 1 010 501 1 078 106 797 459 861 299 The majority of the collateral held of R1,0 billion (2025: R797 million) relates to credit insurance with Atradius N.V., Allianz, Coface and Credendo. Atradius N.V. Insurer Financial Strength (IFS) rating has been affirmed by ratings agencies AM Best as A (excellent) with a stable outlook, and Moody’s as A1 with a stable outlook. Rating agency Fitch, affirmed Coface A+ IFS rating and outlook remaining stable. Standard & Poor’s confirmed Credendo credit rating as “A” and Allianz as “AA” with outlook for both as stable. In certain instances, the group’s operations reserve the right to collect inventory sold when the outstanding debt is not settled by the customer. The collateral detailed above is in addition to these aforementioned measures taken to reduce credit risk in respect of trade receivables. BIDCORP 2026 Consolidated annual financial statements 51 Notes to the consolidated financial statements continued for the year ended June 30
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7. Net operating assets continued 7.6 Trade and other payables 2026 R’000 2025 R’000 Trade payables 28 473 907 29 250 696 Forward exchange contracts liability 8 158 30 210 Salary and wage-related creditors 3 734 760 3 909 544 Value added taxation liability 558 859 429 261 Czech cash-settled incentive scheme 133 290 130 055 Other payables and accrued expenses 2 522 454 2 640 070 35 431 428 36 389 836 Trade payables by segment Trade payables Bidfood 28 397 004 29 173 385 Australasia 4 480 653 4 686 207 United Kingdom 8 775 737 8 560 632 Europe 12 250 394 12 776 749 Emerging Markets 2 890 220 3 149 797 Corporate 76 903 77 311 28 473 907 29 250 696 Trade payables and accruals mainly consist of amounts outstanding for trade purchases and ongoing costs. Trade payables are short term in nature and are initially measured at fair value, and are subsequently measured at amortised cost, using the effective interest method. The group has contract liabilities disclosed in other payables and accrued expenses in the form of deferred income which arises from consideration received in advance of the satisfaction of performance obligations. The deferred income at June 30 2026 was R17,9 million (2025: R0,7 million). The directors consider that the carrying amounts of trade payables and other current liabilities approximates their fair values. 7.7 Provisions 2026 R’000 2025 R’000 Long-term portion 868 077 848 672 Short-term portion 399 064 426 625 1 267 141 1 275 297 BIDCORP 2026 Consolidated annual financial statements52 Notes to the consolidated financial statements continued for the year ended June 30
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7. Net operating assets continued 7.7 Provisions continued Onerous contracts R’000 Dismantling and site restoration R’000 Customer loyalty programme R’000 Restructuring provisions R’000 Other R’000 Total R’000 Balance at July 1 2024 34 737 582 475 120 726 79 129 449 802 1 266 869 Created 2 792 17 941 36 732 4 056 86 579 148 100 Utilised (6 280) (36 096) (39 728) (73 431) (45 454) (200 989) On acquisition of business – – – 1 347 1 486 2 833 On disposal of business – 5 235 – – (879) 4 356 Exchange rate adjustments 2 702 6 650 (4 897) 1 401 27 652 33 508 Effect of discounting – 20 620 – – – 20 620 Balance at June 30 2025 33 951 596 825 112 833 12 502 519 186 1 275 297 Created – 47 035 28 746 15 099 114 924 205 804 Utilised (33 951) (50 232) (30 833) (10 418) (4 036) (129 470) On acquisition of business – 2 269 – – 4 176 6 445 Exchange rate adjustments – (48 887) (3 086) (1 538) (59 453) (112 964) Effect of discounting – 22 029 – – – 22 029 Balance at June 30 2026 – 569 039 107 660 15 645 574 797 1 267 141 BIDCORP 2026 Consolidated annual financial statements 53 Notes to the consolidated financial statements continued for the year ended June 30
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7. Net operating assets continued 7.7 Provisions continued Provisions are recognised when the group has a legal or constructive obligation as a result of past events, for which it is probable that an outflow of economic benefits will occur, and where a reliable estimate can be made of the amount of the obligation. Where the effect of discounting is material, provisions are discounted. The discount rate used is a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability. Onerous contracts 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 at the present value of the portion which management deem to be onerous in light of market conditions, discounted using market- related rates. The provision is measured at the present value of the lower of the expected cost of terminating the contract and the expected net costs of continuing the contract. Before a provision is established, the group recognises any impairment loss on the assets associated with that contract. Cost of dismantling and site restoration A provision is raised for the estimated costs of dismantling and removing items, and restoring the property on which they are located. The change in the liability arising as a result of unwinding the discount is recognised in the statement of profit or loss as a finance charge. The dismantling of the plant and recommissioning of buildings is expected to coincide with the end of the useful life of the plant and lease periods. Customer loyalty programme Customer loyalty points are accounted for at fair value of the consideration received or receivable in respect of the initial sale, and are allocated between the loyalty points and the other components of the sale. The consideration allocated to the customer loyalty points is measured by reference to their fair value, which is the amount for which the loyalty points could be sold at, multiplied by the probability of their redemption. This amount is recognised as a provision until such time as the customer loyalty points are redeemed. Once the loyalty points are redeemed, the amount will be recognised as revenue. Customer loyalty programmes have been introduced by certain operations within the group, whereby customers can earn points for redemption in the form of gift certificates and products of the operations. The provision is calculated based on the points outstanding at yearend. Restructuring provisions The provision for restructuring is recognised when the group has approved a detailed and formal restructuring plan and the restructuring has either commenced or has been publicly announced. Future operating costs are not provided for. Other Consists of provision for various other individually insignificant provisions. 7.8 Segmental assets and liabilities 2026 R’000 2025 R’000 Segment operating assets includes property, plant and equipment, intangible assets, investments and loans, inventories and trade and other receivables. Segmental operating assets Trading division Bidfood 73 683 518 76 680 896 Australasia 15 699 519 16 123 838 United Kingdom 19 637 620 20 780 556 Europe 27 581 377 28 452 096 Emerging Markets 10 765 002 11 324 406 Corporate 421 934 354 265 74 105 452 77 035 161 Segmental operating liabilities Segmental operating liabilities includes trade and other payables and provisions. Trading division Bidfood 36 275 515 37 364 246 Australasia 6 302 934 6 713 054 United Kingdom 10 274 415 10 057 321 Europe 15 249 658 15 800 045 Emerging Markets 4 448 508 4 793 826 Corporate 423 053 300 887 36 698 568 37 665 133 BIDCORP 2026 Consolidated annual financial statements54 Notes to the consolidated financial statements continued for the year ended June 30
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8. Acquisitions, disposals and goodwill 8.1 Acquisitions 2026 R’000 2025 R’000 Property, plant and equipment (64 047) (402 170) Intangible assets (36 006) (11 970) RoU leased assets (12 093) (12 698) Deferred taxation 14 601 19 070 Investments and loans – (3 204) Inventories (145 384) (477 226) Trade and other receivables (302 147) (685 519) Cash and cash equivalents (129 663) (505 856) Borrowings 1 962 72 481 RoU lease liabilities 12 083 25 587 Trade and other payables and provisions 313 360 807 893 Taxation 21 965 9 650 Total identifiable net assets at fair value (325 369) (1 163 962) Separately identifiable intangible assets (8 000) (148 506) Deferred taxation on separately identified intangible assets 2 160 38 187 Goodwill (902 357) (2 536 472) Non-controlling interest and step acquisition – 263 151 Total value of acquisitions (1 233 566) (3 547 602) Cash and cash equivalents acquired 129 663 505 856 Vendors for acquisition recognised 262 973 539 736 Puttable NCI liabilities recognised 50 844 80 544 Costs incurred in respect of acquisitions (19 255) (38 261) Cash paid for acquisitions (809 341) (2 459 727) For the year ended June 30 2026, five foodservice bolt-on acquisitions were concluded, these were as follows: » Hodgson & Sailbrand, a seafood wholesaler based in the northeast of England (100% acquisition, effective from July 2025); » Gruppo Alimentare Sardo SPA, a foodservice distributor in Sardinia, Italy (79% acquisition, effective from July 2025); » Chuan Yee, a foodservice distributor in Kuala Lumpur, Malaysia (100% acquisition, effective from July 2025); » Fridge Foods, a foodservice distributor based in the Eastern and Western Cape, South Africa (100% acquisition, effective from August 2025); and » Baltimer, a fish processing business based in Poland (100% acquisition, effective November 2025). BIDCORP 2026 Consolidated annual financial statements 55 Notes to the consolidated financial statements continued for the year ended June 30
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8. Acquisitions, disposals and goodwill continued 8.1 Acquisitions continued Hodgson & Sailbrand R’000 Gruppo Alimentare Sardo R’000 Chuan Yee R’000 Individually insignificant R’000 Total R’000 The impact of these acquisitions on the group’s results can be summarised as follows: Property, plant and equipment (41 158) (16 484) (2 874) (3 531) (64 047) Intangible assets (35 231) (775) – – (36 006) RoU leased assets (7 850) – (4 243) – (12 093) Deferred taxation 14 314 163 124 – 14 601 Inventories (18 669) (64 073) (34 935) (27 707) (145 384) Trade and other receivables (96 595) (134 782) (70 575) (195) (302 147) Cash and cash equivalents (65 215) (15 178) (48 986) (284) (129 663) Borrowings 1 229 – 600 133 1 962 RoU lease liabilities 7 769 – 4 314 – 12 083 Trade and other payables and provisions 107 053 148 355 51 646 6 306 313 360 Taxation 17 214 (1 592) 3 425 2 918 21 965 Total identifiable net assets at fair value (117 139) (84 366) (101 504) (22 360) (325 369) Separately identifiable intangible assets – – – (8 000) (8 000) Deferred taxation on separately identifiable intangible assets – – – 2 160 2 160 Goodwill (325 891) (178 118) (294 915) (103 433) (902 357) Total value of acquisitions (443 030) (262 484) (396 419) (131 633) (1 233 566) Cash and cash equivalents acquired 65 215 15 178 48 986 284 129 663 Vendors for acquisition recognised 146 329 9 319 77 281 30 044 262 973 Puttable NCI liabilities recognised – 50 844 – – 50 844 Costs incurred in respect of acquisitions (9 278) (3 161) (1 030) (5 786) (19 255) Cash paid for acquisitions (240 764) (190 304) (271 182) (107 091) (809 341) Contribution to results for the year Revenue 1 020 645 593 951 648 916 461 785 2 725 297 Trading profit (loss) 70 340 (2 775) 54 516 19 899 141 980 Contribution to results for the year if the acquisitions had been effective July 1 2025 Revenue 1 020 645 593 951 648 916 521 173 2 784 685 Trading profit (loss) 70 340 (2 775) 54 516 20 242 142 343 Qualitative factors that support (but not limited to) the goodwill recognised on bolt-on acquisitions of R902 million: factors include access to customers enabling cross selling opportunities for the group; cost synergies from better purchasing power, technology sharing, improved working practices, access to key members of staff who all work together to achieve the trading results and management’s expertise as a platform from which to further grow market shares in the foodservice markets across the regions and retain day-to-day trading relationships. Acquisitions are in competitive foodservice markets where there are many local and regional distributors who can align themselves with other smaller distributors through purchasing cooperatives and marketing groups. Customers can also choose to purchase products directly from wholesale or retail outlets, including club, cash and carry and grocery stores, online retailers or negotiate prices directly with suppliers. Switching costs are very low, customers or suppliers can make changes on a day-to-day basis. Our group judgement is not to separately value these customer or supplier relationships as identifiable intangible assets, as these are considered day-to-day trading relationships. Most purchasing decisions in the foodservice distribution industry are based on the ability to deliver a wide range of quality products and related services on a timely and dependable basis, and at competitive prices. Therefore, no separately identifiable intangibles have been recognised on acquisition for customer and supplier relationships. Vendors for acquisition recognised on acquisition relates to deferred consideration. These deferred consideration payments are separately recognised on acquisition as a financial liability at fair value. Deferred consideration is a contractual provision in an acquisition agreement, which defers a portion of the purchase price. Other vendors for acquisition liabilities are contractual provisions in an acquisition agreement that adds a variable component to the purchase price. This allows for a portion of the purchase price to be paid to the former owners on a contingent basis if and to the extent that the target business reaches certain milestones in the period post being acquired. Often these milestones are financial in nature (achieving for example, revenue, net income or EBITDA benchmarks). Contingent consideration liabilities are linked to the future performance targets of the respective company and not to changes ownership. BIDCORP 2026 Consolidated annual financial statements56 Notes to the consolidated financial statements continued for the year ended June 30
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8. Acquisitions, disposals and goodwill continued 8.2 Disposal of businesses There were no subsidiary disposals for the year ended June 30 2026. Disposals for the year ended June 30 2025 were as follows: Pier 7 Germany R’000 Individually insignificant R’000 Total R’000 Property, plant and equipment 74 440 3 713 78 153 RoU assets 37 807 – 37 807 Goodwill 314 516 1 099 315 615 Intangible assets 17 949 624 18 573 Deferred taxation 106 775 2 988 109 763 Investments and loans 2 260 – 2 260 Inventories 90 847 60 578 151 425 Trade and other receivables 11 687 20 090 31 777 Cash and cash equivalents – 19 027 19 027 Borrowings – (40 315) (40 315) RoU liabilities (20 222) – (20 222) Trade and other payables and provisions (3 690) (35 981) (39 671) Taxation – 11 11 Total identifiable net assets at carrying value 632 369 31 834 664 203 Proceeds 178 506 6 265 184 771 Loss on disposal (453 863) (25 569) (479 432) 8.3 Goodwill 2026 R’000 2025 R’000 Carrying value at beginning of the year 22 616 998 19 473 908 Acquisition of businesses 902 357 2 536 472 Disposal of businesses – (315 615) Impairment of goodwill (13 587) – Exchange rate adjustments (2 004 235) 922 233 Carrying value at end of the year 21 501 533 22 616 998 The carrying value of goodwill allocated to cash generating units as follows: Australia 3 179 158 3 361 610 New Zealand 428 431 487 753 United Kingdom 5 572 521 5 860 109 The Netherlands 1 100 196 1 233 819 Belgium 1 248 149 1 370 210 Czech Republic and Slovakia 3 527 718 3 867 301 Poland 402 261 439 655 Italy 2 271 155 2 341 817 Spain 849 895 950 655 Portugal 289 698 320 401 Baltics 391 175 437 075 Greater China 379 973 396 102 Singapore1 331 644 322 863 Malaysia1 346 666 71 330 Brazil 555 086 568 879 Chile 111 026 113 694 Argentina 208 072 233 649 South Africa 282 027 208 144 Türkiye 11 441 14 502 Middle East 15 241 17 430 21 501 533 22 616 998 1 Due to the continuing growth of the Malaysia business, management are reporting Singapore and Malaysia as separate business units, hence the CGU of Southeast Asia was split into these business units. BIDCORP 2026 Consolidated annual financial statements 57 Notes to the consolidated financial statements continued for the year ended June 30
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8. Acquisitions, disposals and goodwill continued 8.3 Goodwill continued Goodwill acquired through business combinations is allocated for impairment testing purposes to CGUs which reflect how it is monitored for internal management purposes. The CGUs are consolidated into the group’s segments. The carrying amount of goodwill was subject to an annual impairment test, the recoverable amount was determined by using the discounted cash flow for each CGU. A five-year period (in some cases, a 10-year period) was used for the discounted cash flow (DCFs). The CGUs that operate in highly fragmented markets whereby revenue growth, trading margins and scalability will reach maturity at or about 10 years. The valuation was performed on an enterprise value basis less the net debt per CGU and expected costs to sell. Impairment testing of goodwill The key assumptions in the fair value less costs to sell calculations are: » Expected average revenue growth were based on past experience and management’s future expectations (including macro-economic forward-looking information such as local GDP , consumer confidence, unemployment rates, inflation and interest rates) of business performance. » Budgeted average trading margins per CGU were based on past experience and management’s future expectations of business performance. » The post-tax discount rates are determined by calculating: › CGU’s cost of equity which was calculated by taking into account country risk, market risk and company-specific risk premiums (calculated by taking into account the financial risk of the CGU (ie level of debt); forecasted profitability of the CGU (including forecasting risk); operational risk of the company (ie operating leverage/margins of the business, mix of fixed and variable components); customer and supplier concentration of the CGU) and the CGU’s cost of debt. » Terminal growth rate projections are based on management projections taking into consideration industry forecasts and growth rates in the regions in which the group operates. The critical underlying assumptions applied (ie discount rate, average revenue growth, average trading margins over the forecast period (average trading margins), and terminal growth rate) were reviewed by management in the current macro-economic environment. Management considered the sensitivities underlying the primary assumptions to determine the consequences that reasonably possible changes in such assumptions may have on the recoverable amount of the underlying assets. The table illustrates the discount rate, average revenue growth rates, average trading margins and terminal growth rates that were used in the DCF valuations for the CGUs: Discount rate Average revenue growth 2026 % 2025 % 2026 % 2025 % Australia 5,8 6,0 6,7 8,0 New Zealand 7,0 7,8 10,9 10,0 United Kingdom 7,0 7,0 4,6 4,4 The Netherlands 5,0 5,5 2,4 3,5 Belgium 5,5 7,0 3,5 4,1 Czech Republic and Slovakia 7,0 7,0 4,9 5,0 Poland 8,0 8,6 7,8 8,1 Italy 6,5 8,3 6,7 5,4 Spain 6,5 7,3 13,4 14,5 Portugal 6,5 7,8 12,1 16,4 Baltics 5,6 7,8 7,1 6,2 Greater China 8,0 8,4 5,3 5,0 Singapore2 6,8 7,0 6,4 5,5 Malaysia2 6,7 7,0 9,2 18,2 Brazil 13,5 13,5 12,3 18,4 Chile 10,0 10,8 5,8 8,2 Argentina1 33,0 37,5 18,3 21,1 South Africa 12,3 12,5 8,2 9,8 Türkiye1 41,0 37,5 20,0 20,1 Middle East 8,0 9,0 8,7 8,6 1 The Türkiye and Argentina discount rate and average revenue growth rates are unpredictable due to the macro-economic environments and effects of hyperinflation. These businesses are expected to achieve sales volume and market share growth through new product lines and access through new distribution centres to new customers and markets. 2 Due to continuing growth of the Malaysia business, management are reporting Singapore and Malaysia as separate business units. BIDCORP 2026 Consolidated annual financial statements58 Notes to the consolidated financial statements continued for the year ended June 30
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8. Acquisitions, disposals and goodwill continued 8.3 Goodwill continued Average trading margins Terminal growth rate 2026 % 2025 % 2026 % 2025 % Australia 8,9 9,1 1,5 1,5 New Zealand 7,3 7,8 1,5 1,5 United Kingdom 4,8 4,8 1,5 1,5 The Netherlands 5,4 5,2 1,5 1,5 Belgium 5,2 5,1 1,5 1,5 Czech Republic and Slovakia 9,0 9,1 1,5 1,5 Poland 5,7 5,7 1,5 1,5 Italy 4,8 5,2 1,5 1,5 Spain 6,5 6,1 1,8 1,8 Portugal 6,9 6,8 1,8 1,8 Baltics 5,4 5,4 1,5 1,5 Greater China 4,5 4,9 1,5 1,5 Singapore 5,2 5,2 1,8 1,8 Malaysia 8,9 9,0 1,8 1,8 Brazil 4,5 4,7 1,8 1,8 Chile 4,0 4,0 1,8 1,8 Argentina 8,2 8,6 1,5 1,5 South Africa 10,0 10,9 1,5 1,5 Türkiye 6,8 5,1 1,5 1,5 Middle East 5,1 6,3 1,5 1,5 Sensitivity analyses Discounted cash flow valuations are inherently uncertain and require a high degree of estimation and judgement and are subject to change based on future changes, industry and global economic and geopolitical conditions, and the timing and success of the implementation of current strategic initiatives. The potential impact of possible long-term negative impacts of above normal inflation on estimated future cash flows is uncertain and will largely depend on the outcome of future events, which could result in further goodwill impairments going forward. The sensitivity analyses showed that the material CGUs do not present as sensitive to changes in these key assumptions in the current year’s assessment. The valuation method is considered a level 3 type valuation in accordance with IFRS 13 Fair Value Measurement. 9. Investments 9.1 Interest in associates 2026 R’000 2025 R’000 Investments in unlisted associates at cost less impairments 106 913 109 759 Balance at beginning of the year 109 759 56 185 Increase in unlisted associate investment 7 888 47 412 Exchange rate adjustments (10 734) 6 162 Attributable share of post-acquisition reserves of associates 66 129 129 685 At beginning of the year 129 685 179 874 Share of profit from unlisted associate investments 52 054 49 980 Dividends received from unlisted associate investments (106 423) (108 597) Share of movement in exchange rate adjustments (9 187) 8 428 Advances to associates held at amortised cost 275 952 142 882 448 994 382 326 An associate is a company over which the group has significant influence, but not control. Significant influence is the power to participate in the financial and operating policy decisions of a company, but not have the ability to control those policy decisions. The equity method of accounting for associates is adopted in the group financial statements. In applying the equity method, account is taken of the group’s share of accumulated retained earnings and movements in reserves from the effective dates on which the companies became associates and up to the effective dates of disposal. In the event of associates making losses, the group recognises the losses to the extent of the group’s exposure. Intra-group balances and transactions and any unrealised income and expenses arising from intra-group transactions are eliminated. Unrealised gains arising from equity accounted investees are eliminated against the investment to the extent of the group’s interest in the investee. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment. Unsecured advances to associates bear interest at a rate of 3,6% (2025: 3,6%) and have no fixed terms of repayment. A list of the group’s associates, 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 note 12.3. Interest in associates represent 2,2% (2025: 1,9%) of revenue, 2,1% (2025: 2,0%) of trading profit and 1,4% (2025: 1,2%) of total assets of the group. Accordingly, no individual associate is considered to be material, thus no summarised financial information is supplied in these financial statements. BIDCORP 2026 Consolidated annual financial statements 59 Notes to the consolidated financial statements continued for the year ended June 30
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9. Investments continued 9.2 Investments and loans 2026 R’000 2025 R’000 Unlisted investments held at fair value through other comprehensive income 1 890 6 540 Loans held at fair value through other comprehensive income 23 209 23 742 Unlisted loans held at amortised cost 209 129 224 853 234 228 255 135 The group manages its credit risk for investments by investing in reputable instruments. Loans and unlisted investments, held at fair value through other comprehensive income, is an investment in the SA SME Fund that invests directly in scalable small and medium enterprises with the best potential for growth and sustainable employment creation in the South African economy. No dividends were received in 2026 (2025: Rnil). During the year, a fair value loss was recognised on unlisted investments of R8,5 million (2025: Rnil). Specific unlisted loans held at amortised cost relate to loans to customers in the Netherlands and Belgium that have maturities between two and three years, as well as Bidfood Czech manager loans relating to the management incentive scheme with maturities of between three and eight years. The unlisted loans were assessed for ECLs using available information. No material ECLs were identified and accordingly no impairment allowance was recognised. A register of the investments is available for inspection by shareholders at the registered office of the company. 9.3 Investments in jointly controlled entities 2026 R’000 2025 R’000 Balance at beginning of the year 520 246 563 462 Share of profit from jointly controlled entities 59 680 58 212 Share of impairments from jointly controlled entities (1 006) (974) Exchange rate adjustments – (16 597) Disposal of jointly controlled entity – (83 857) Dividends received from jointly controlled entity (85 000) – Balance at end of the year 493 920 520 246 Effective April 1 2017, Bidcorp Food Africa (Pty) Limited, a subsidiary of Bid Corporation Limited, concluded an agreement with Puratos Group N.V. (Puratos) whereby Puratos became an equal shareholder in Chipkins Puratos (CP). CP manufactures and supplies bakery ingredients to industrial bakers, the craft baking market and large retailers under the Chipkins and NCP brands in South Africa. The carrying value of the investment in CP at June 30 2026 is R493,9 million (2025: R520,2 million). 2026 R’000 2025 R’000 Summarised aggregated financial information of investments in jointly controlled entities Revenue 1 968 708 1 864 052 Operating profit 167 499 153 663 Net finance charges (6 926) (7 072) Taxation (41 068) (36 109) Total comprehensive income for the year 119 505 110 482 Group's share of total comprehensive income 58 674 57 238 Dividends received from jointly controlled entities 85 000 – Total assets 460 620 771 894 Proportion of group's interest in jointly controlled entities 230 310 256 636 Goodwill inherent on acquisition of jointly controlled entities 263 610 263 610 Carrying value of group's interest in jointly controlled entities 493 920 520 246 Interests in the joint ventures are accounted for using the equity method of accounting. Joint ventures are initially recorded at fair value and thereafter are increased or decreased by Bidcorp’s share of the profit or loss. Goodwill relating to jointly controlled entities are included in the initial carrying amount of the investment. Share of property, plant and equipment impairments of R1,0 million were recognised for the group’s investments in jointly controlled entities (2025: R0,9 million). Upon loss of joint control over an investment in a jointly controlled entity, the group measures and recognises any remaining investment at its fair value. Any difference between the carrying amount of the investment in a jointly controlled entity and the fair value of the remaining investment and any proceeds from disposal is recognised in the statement of consolidated profit or loss. 10. Financial risk management and net debt 10.1 Financial risk management 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 equity 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 as its segments. The group’s major financial risks are mitigated in the way that it operates, firstly through diversification of geography and secondly through decentralisation of the business model. Bidcorp is an international group with operations in the United Kingdom, Europe, Asia, Australia, New Zealand, South America, Middle East and various southern African countries. BIDCORP 2026 Consolidated annual financial statements60 Notes to the consolidated financial statements continued for the year ended June 30
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10. Financial risk management and net debt continued 10.1 Financial risk management continued The group’s philosophy has always been to empower management through a decentralised structure, thereby making operational management responsible and accountable for the performance and governance of their operations, including managing the financial risks of the operation. The operational management reports to the CEO who in turn reports to the Bidcorp board of directors. Operational management’s remuneration is based on their operation’s performance resulting in a decentralised and entrepreneurial environment. Due to the diverse structure and decentralised management of the group, the group audit and risk committee (GARC) has implemented guidelines of acceptable governance 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 stakeholders. The overall process of risk management in the group, which includes the related system of control, is the responsibility of the group board of directors. The GARC is governed by a charter and reports regularly to the board of directors on its activities. The GARC’s primary risk responsibilities include: » review of the group’s risk policies and approach to risk management; » to consider all material risks to which the group is exposed, ensuring that the requisite risk management culture, policies and systems are progressively implemented and functioning effectively; » management is accountable to the board for implementing and monitoring the processes of risk management and integrating this into their day-to-day activities; they confirm these processes through the completion of the quarterly group management representation letter submitted to the group GARC; » ongoing monitoring of the enterprise-wide risk assessment process to ensure risks and opportunities are adequately identified, evaluated and managed at the appropriate level in each business, and that the individual and joint impact of risks identified on the group is considered; » to review legal matters that could have a material impact on the group, as well as considering the adequacy and effectiveness of the group’s procedures to ensure compliance with legal and regulatory responsibilities; and » consideration of reports provided by management, internal assurance providers and the independent auditors regarding compliance with legal and regulatory requirements. Due to the breadth of the geographical spread of the group’s operations, the group has adopted a globally relevant risk management strategy. This strategy has been communicated, and implementation thereof delegated, to the respective local management teams. The group believes using a common group framework for the management of risk creates a shared foundation from which a view of the global risk universe is developed, but embraces the locally relevant risks faced by each business. The group risk management policies are established to identify and analyse the risks faced by the group, to set appropriate guidance and parameters within which risks are to be reported to the group GARC. The group continues to grow and develop a robust and constructive control environment in which all employees understand their roles and responsibilities. Each business reports to one of five divisional audit and risk committees (DARC), which subscribes to the same philosophies and practices as the group GARC. The DARCs report quarterly to the group GARC. The DARCs oversee how operational management monitors compliance with the group 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 ethics. The DARCs are assisted in their oversight role by the group internal audit. Internal audit undertakes both regular and risk-based reviews of financial and operational risk management controls and procedures, the results of which are reported quarterly to the respective DARC and consolidated for quarterly reporting to the group GARC. a) Credit risk Credit risk is the risk of financial loss to the group if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the group’s receivables from customers, investments and guarantees. The board has implemented a “delegation of authority matrix” which provides guidelines to the divisions as to the level of authorisation required for various types of transactions. 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 impairment allowances and ECLs, amount to R21,6 billion (2025: R22,9 billion) for trade receivables (refer to note 7.5 for credit risk disclosure), other receivables relating to deposits, signing and listing fees, rebates due from suppliers and other receivables amounting to R888 million (2025: R858 million), and R234 million (2025: R255 million) for investments and unlisted loans (refer to note 9.2) and cash and cash equivalents of R11,8 billion (2025: R11,8 billion). The ECL in respect of trade receivables is used to record expected 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. The group has a general credit policy of 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 is responsible for implementation of credit policies to meet the above objective. This includes credit policies under which new customers are analysed for creditworthiness 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 financial viability and credit ratings. Many operations in the group have a policy of taking out credit insurance to cover a portion of their risk, which lowers credit risk and has been factored in when calculating the ECLs by each operation. Operational management are also held responsible for monitoring the operations’ credit exposure. For cash and cash equivalents, the group places its cash, where possible, with major banking groups and high-quality institutions with high credit ratings in that country. The group’s treasury policy is designed to limit exposure to any one institution and invests its excess cash in low-risk investment accounts. The counterparties that are used by the group are evaluated on a continuous basis. At June 30 2026, cash and cash equivalents was held with many major international banking institutions (with investment grade ratings ranging from AA- to A) and local South African banking institutions (with investment grade ratings of BB). b) Liquidity risk 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. The group manages its borrowings centrally for each of the segments. The divisions within each segment are therefore not responsible for the management of liquidity risk but rather senior management for each of these segments is responsible for implementing procedures to manage the regional liquidity risk. BIDCORP 2026 Consolidated annual financial statements 61 Notes to the consolidated financial statements continued for the year ended June 30
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10. Financial risk management and net debt continued 10.1 Financial risk management continued b) Liquidity risk continued Contractual maturities of financial liabilities, including interest payments. Undiscounted contractual cash flows Carrying amount R’000 Total R’000 Up to one year R’000 One to two years R’000 Two to three years R’000 Three to five years R’000 More than five years R’000 2026 Borrowings (refer to note 10.3) Loans secured by mortgage bonds over fixed property 225 189 246 337 11 044 12 944 17 898 201 256 3 195 Loans secured by lien over certain property, plant and equipment 172 869 190 587 66 613 56 805 46 008 21 161 – Unsecured loans 15 261 833 16 713 164 5 386 212 2 484 481 2 352 049 4 791 359 1 699 063 15 659 891 17 150 088 5 463 869 2 554 230 2 415 955 5 013 776 1 702 258 RoU lease liabilities (refer to note 10.4) 7 453 250 8 347 204 1 644 120 1 377 275 1 105 682 1 754 077 2 466 050 Puttable non-controlling liabilities (refer to note 10.5) 5 652 553 5 839 645 422 024 2 599 420 1 349 664 1 451 044 17 493 Vendors for acquisition 814 618 1 067 623 245 528 236 391 45 783 39 111 500 810 Trade and other payables (refer to note 7.6) excluding forward exchange contracts and value added taxation liability 34 864 411 34 864 411 34 864 411 – – – – 2025 Borrowings (refer to note 10.3) Loans secured by mortgage bonds over fixed property 282 611 292 277 26 621 22 290 43 876 59 921 139 569 Loans secured by lien over certain property, plant and equipment 192 193 215 924 96 949 57 007 39 280 22 688 – Unsecured loans 17 487 148 19 645 850 3 939 123 3 224 168 2 729 284 7 622 778 2 130 497 17 961 952 20 154 051 4 062 693 3 303 465 2 812 440 7 705 387 2 270 066 RoU lease liabilities (refer to note 10.4) 8 243 478 10 742 240 1 725 915 1 346 895 1 112 663 1 555 212 5 001 555 Puttable non-controlling liabilities (refer to note 10.5) 6 110 530 6 440 037 499 549 2 752 263 1 496 707 1 628 673 62 845 Vendors for acquisition 922 815 948 382 435 967 14 375 5 195 162 536 330 309 Trade and other payables (refer to note 7.6) excluding forward exchange contracts and value added taxation liability 35 930 365 35 930 365 35 930 365 – – – – The expected maturity of financial liabilities is not expected to differ from the contractual maturities as disclosed above. There were group no defaults or breaches of any of the borrowing terms or conditions. BIDCORP 2026 Consolidated annual financial statements62 Notes to the consolidated financial statements continued for the year ended June 30
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10. Financial risk management and net debt continued 10.1 Financial risk management continued b) Liquidity risk continued 2026 R’000 2025 R’000 Undrawn facilities The group has the following undrawn facilities at its disposal to further reduce liquidity risk: Unsecured bank overdraft facility, reviewed annually and payable on 360 days’ notice 3 511 570 3 718 999 Utilised 2 776 973 Unutilised 3 508 794 3 718 026 Unsecured loan facility with various maturity dates through to 2028 and which may be extended by mutual agreement 24 190 932 26 432 966 Utilised 14 800 205 16 729 451 Unutilised 9 390 727 9 703 515 Secured loan facilities with various maturity dates through to 2032 and which may be extended by mutual agreement 225 189 282 611 Utilised 225 189 282 611 Unutilised – – Other banking facilities 1 346 496 1 155 935 Utilised 59 738 29 961 Unutilised 1 286 758 1 125 974 Total utilised facilities 15 087 908 17 042 996 Total unutilised facilities 14 186 279 14 547 515 Total facilities 29 274 187 31 590 511 c) Market risk 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. i) Foreign currency risk Currency risk is the possibility that the group may suffer financial loss as a consequence of the depreciation in the measurement currency relative to the foreign currency prior to payment of a commitment in that foreign currency or the measurement currency strengthening prior to receiving payment in that foreign currency. The group also has translation risk arising from the consolidation of foreign operations into South African rand. Statement of comprehensive income (average) Statement of financial position (spot) Currency conversion guide at June 30 2026 2025 2026 2025 Rand/sterling 22,69 23,50 21,73 24,35 Rand/euro 19,72 19,75 18,72 20,85 Rand/Australian dollar 11,46 11,75 11,31 11,63 Rand/New Zealand dollar 9,89 10,72 9,29 10,79 Rand/Hong Kong dollar 2,16 2,33 2,09 2,26 Rand/Singapore dollar 13,17 13,71 12,68 13,94 Rand/Czech koruna 0,81 0,79 0,72 0,84 Rand/Polish zloty 4,65 4,63 4,36 4,92 Rand/Brazilian real 3,19 3,17 3,17 3,25 Borrowings are matched to the same functional currency as the business raising the liability thereby limiting the businesses’ exposure to changes in a foreign currency which differs to their functional currency. 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. The group incurs currency risk as a result of purchases and sales which are denominated in a currency other than that entities’ functional reporting currency. It is group policy that group entities hedge all trade receivables and trade payables denominated in a functional currency which differs to its functional currency. 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 FECs or alternatively by purchasing in advance the foreign currency which will be required to settle the trade payables. Most of the FECs have maturities of less than one year after the reporting date. Where necessary, the FECs are rolled over at maturity. It is the group’s policy not to trade in derivative financial instruments for speculative purposes. Changes in the fair value of FECs 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 statement of profit or loss. Both the changes in fair value of the FECs and the foreign exchange gains and losses relating to the monetary items are recognised in operating profit (refer to note 4.2). BIDCORP 2026 Consolidated annual financial statements 63 Notes to the consolidated financial statements continued for the year ended June 30
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10. Financial risk management and net debt continued 10.1 Financial risk management continued c) Market risk continued ii) Interest rate risk 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. Investments in equity securities accounted for as held for trading financial assets and trade receivables and payables are not exposed to interest rate risk. 2026 R’000 2025 R’000 At the reporting date, the interest rate profile of the group's interest bearing financial instruments was: Fixed rate instruments Financial liabilities Borrowings (14 409 813) (16 925 315) Puttable non-controlling interest liabilities (refer to note 10.5) (5 652 553) (6 110 530) Derivative instruments in designated hedge accounting relationships (8 158) (30 210) Financial assets Derivative instruments in designated hedge accounting relationships 5 740 5 216 Variable rate instruments Financial assets Cash and cash equivalents 11 838 847 11 768 592 Financial liabilities Borrowings (1 250 078) (1 036 637) Bank overdrafts (2 776) (973) 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 are influenced by movements in the prime borrowing rates. Sensitivity analysis Group borrowings have been categorised by geographical location and the percentage change used for each category has been selected based on what could reasonably be expected as a change in interest rates within that region based on historical movements in interest rates within that particular region. This sensitivity analysis has been prepared using the average borrowings for the financial year as the actual borrowings at June 30 may not be representative of the average borrowings during the year. The analysis assumes that all other variables, in particular foreign currency rates, remain constant. The analyses are performed on the same basis as for 2025. A decrease in interest rates would have an equal and opposite effect on profit after taxation and equity as detailed below. Borrowings at June 30 may not be representative of the average borrowings during the year. This analysis assumes that all other variables, in particular foreign currency rates, remain constant. Three sensitivities for 2026 have been detailed below. Sensitivity 1 Sensitivity 2 Sensitivity 3 2026 2026 2026 Average variable borrowings applied R’000 Increase in interest rates % Decrease in profit after taxation R’000 Increase in interest rates % Decrease in profit after taxation R’000 Increase in interest rates % Decrease in profit after taxation R’000 Emerging Markets 701 036 1,00 5 258 2,50 13 144 5,00 26 289 United Kingdom and Europe 442 321 0,50 1 659 1,00 3 317 2,50 8 294 1 143 357 6 917 16 461 34 583 2025 2025 2025 Emerging Markets 981 186 1,0 7 359 2,5 18 397 5,0 36 794 United Kingdom and Europe 382 773 0,5 1 435 1,0 2 871 2,5 7 177 1 363 959 8 794 21 268 43 971 iii) Equity price risk Equity price risk arises from investments classified at fair value through OCI (refer to note 9.2). Unlisted investments comprise unlisted shares valued at fair value using a price earnings (PE) model. A sensitivity analysis for investments at fair value was not performed as the fair value balance is insignificant. BIDCORP 2026 Consolidated annual financial statements64 Notes to the consolidated financial statements continued for the year ended June 30
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10. Financial risk management and net debt continued 10.1 Financial risk management continued d) Fair values The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy for financial instruments measured at fair value. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value. Fair value hierarchy When measuring the fair value of an asset or a liability, the group uses market observable data as far as possible. Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques categorised as follows: » Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities. » Level 2: inputs other than quoted prices included in level 1 that are observable for the asset or liability, either directly (ie as prices) or indirectly (ie derived from prices). » Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs). Non-current assets (liabilities) Current assets (liabilities) Puttable non- controlling interests R’000 Invest- ments R’000 Vendors for acquisition R’000 Puttable non- controlling interests R’000 Vendors for acquisition R’000 Total R’000 June 30 2026 Financial assets measured at fair value – 1 890 – – – 1 890 Financial liabilities measured at fair value (5 313 641) – (587 633) (338 912) (226 985) (6 467 171) June 30 2025 Financial assets measured at fair value – 6 540 – – – 6 540 Financial liabilities measured at fair value (5 694 778) – (512 372) (415 752) (410 445) (7 033 347) Total Level 1 Level 2 Level 3 June 30 2026 Financial assets measured at fair value 1 890 – – 1 890 Financial liabilities measured at fair value (6 467 171) – – (6 467 171) June 30 2025 Financial assets measured at fair value 6 540 – – 6 540 Financial liabilities measured at fair value (7 033 347) – – (7 033 347) Valuation techniques and significant unobservable inputs are as follows: The following table shows the valuation techniques used in measuring the puttable non-controlling interests and vendors for acquisition fair values at June 30. Valuation technique Significant unobservable inputs Inter-relationship between significant unobservable inputs and fair value measurement The expected payments are determined by considering the possible scenarios of forecast EBITDAs, the amount to be paid under each scenario and the probability of each scenario. The valuation models consider the present value of expected payment, discounted using a risk-adjusted discount rate. » Average revenue growth rates: 5,0% (2025: 7,2%). » Average EBITDA margin: 5,8% (2025: 5,8%). » Contractual EBITDA multiple: 10,5x (2025: 10,5x). » Risk-adjusted discount rate: 1,7% (2025: 1,7%). The estimated fair value would increase (decrease) if: » the EBITDA were higher (lower); or » the risk-adjusted discount rate was lower (higher). Sensitivity analysis on changes in significant variable unobservable inputs for puttable non- controlling interests (liability) Increase in assumption % Increase (decrease) R’000 Decrease in assumption % Increase (decrease) R’000 Revenue growth rates 10 13 090 10 (13 049) Average EBITDA margin 10 294 563 10 (294 563) Risk-adjusted discount rate 10 (17 748) 10 17 848 The group recognises any changes in the value of the liability as a result of changes in assumptions used to estimate the future purchase price directly in retained earnings in the statement of changes in equity. BIDCORP 2026 Consolidated annual financial statements 65 Notes to the consolidated financial statements continued for the year ended June 30
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10. Financial risk management and net debt continued 10.2 Net finance costs 2026 R’000 2025 R’000 Finance income 249 353 295 837 Interest income on bank balances 223 662 263 083 Interest income on advances 23 131 27 888 Interest imputed on post-retirement assets 2 560 4 866 Finance charges (1 393 235) (1 414 160) Interest expense on bank overdrafts (61 949) (100 838) Interest expense on financed assets (7 369) (8 665) Interest expense on bank borrowings (664 108) (674 613) Interest expense on provisions and tax liabilities (40 156) (37 584) Interest imputed on post-retirement obligations (3 736) (5 342) Interest imputed on RoU lease liabilities (refer to note 10.4) (512 382) (487 618) Unwinding of discount on puttable non-controlling interest liabilities (103 535) (99 500) (1 143 882) (1 118 323) Finance charges comprise interest payable on borrowings calculated using the effective interest method. The interest expense component of finance lease payments is recognised in the statement of profit or loss sing the effective interest method. Borrowing costs directly attributable to the acquisition, construction or production of assets that take a substantial period of time to prepare for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially complete or sold. Capitalisation is suspended during extended periods in which active development is interrupted. All other borrowing costs are expensed in the period in which they are incurred. 2026 R’000 2025 R’000 Finance income received per the consolidated statement of cash flows Income per the statement of profit or loss 249 353 295 837 Interest imputed on post-retirement obligations (2 560) (4 866) Amounts received 246 793 290 971 Finance charges paid per the consolidated statement of cash flows Charge per the statement of profit or loss (1 393 235) (1 414 160) Unwinding of discount on puttable non-controlling interest liabilities 103 535 99 500 Interest imputed on post-retirement obligations and provisions 6 427 7 499 Interest capitalised for borrowings 34 878 43 558 Amounts paid (1 248 395) (1 263 603) 10.3 Borrowings 2026 R’000 2025 R’000 Loans secured by mortgage bonds over fixed property (refer to note 7.1) 225 189 282 611 Loans secured by lien over certain plant and equipment (refer to note 7.1) 172 869 192 193 Unsecured borrowings 15 261 833 17 487 148 Borrowings 15 659 891 17 961 952 Bank overdrafts 2 776 973 Total borrowings 15 662 667 17 962 925 Less short-term portion of borrowings (5 010 526) (3 501 875) Long-term portion of borrowings 10 652 141 14 461 050 Schedule of repayment of total borrowings Within one year 5 010 526 3 501 563 One year to two years 4 374 153 5 413 352 Two years to three years 2 457 046 2 959 424 Three years to four years 3 275 120 2 131 101 Four years to five years 89 326 2 615 831 Thereafter 456 496 1 341 654 15 662 667 17 962 925 Total borrowings comprise Foreign subsidiaries borrowings 15 222 116 17 336 521 South African subsidiary borrowings 440 551 626 404 15 662 667 17 962 925 % % Effective weighted average rate of interest on South African borrowings excluding overdrafts 8,5 8,8 Foreign borrowings excluding overdrafts 3,4 3,3 2026 R’000 2025 R’000 Movement in borrowings Carrying value at beginning of the year 17 961 952 14 609 585 Borrowings raised during the year 5 502 917 11 602 463 Borrowings repaid during the year (6 216 292) (9 336 437) Interest capitalised during the year 87 643 105 435 On acquisition of business 1 962 72 481 On disposal of business – (40 315) Exchange rate adjustments (1 678 291) 948 740 15 659 891 17 961 952 BIDCORP 2026 Consolidated annual financial statements66 Notes to the consolidated financial statements continued for the year ended June 30
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10. Financial risk management and net debt continued 10.3 Borrowings continued Currency Nominal interest rate % Financial year of maturity 2026 R’000 2025 R’000 Terms and debt repayment schedule Borrowings of South African subsidiaries Unsecured loans ZAR 8,5 2027 440 551 626 404 Borrowings of foreign subsidiaries 15 219 340 17 335 548 Loans secured by mortgage bonds over fixed property EUR 0,8 – 4,5 2029 – 2032 225 189 282 611 Loans secured by lien over certain plant and equipment EUR 0,3 – 5,5 2027 – 2031 46 090 60 523 PLN 4,5 – 4,8 2030 104 349 107 016 GBP 7,1 2028 131 256 BRL 1,2 2030 14 374 12 613 TRY 31,0 – 60,0 2027 – 2028 7 925 11 785 Unsecured loans EUR 0,0 – 5,0 2027 – 2040 13 022 121 14 798 750 MYR 4,5 – 4,9 2027 374 943 – HKD 4,0 – 5,2 2027 614 802 677 058 CNY 2,3 2027 138 067 338 858 CLP 7,6 – 8,2 2027 230 177 257 172 CZK 8,0 2027 1 539 89 362 Other 439 633 699 544 Total interest-bearing borrowings 15 659 891 17 961 952 The expected maturity dates are not expected to differ from the contractual maturity dates. Capital management The group’s objectives when managing capital are to safeguard its ability to continue as a going concern, so that it can continue to provide adequate returns to shareholders and benefits for other stakeholders by pricing products and services commensurately with the level of risk. The group relies upon dividends from its material subsidiaries (mostly which are wholly owned) to generate the funds necessary to meet the obligations and other cash flow requirements of the group. The group’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. The principal covenant limits are net debt to EBITDA of no more than 2,5 times and interest cover of no less than five times (both excluding the impacts of IFRS 16). Compliance with the group’s bi-annual debt covenants is monitored on a monthly basis and formally tested at December 31 and June 30. At June 30, the group’s net debt to EBITDA is 0,2 times (2025: 0,4 times) and interest cover of 25,0 times (2025: 23,1 times). The group follows a risk-based approach to the determination of the optimal capital structure. The group manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or modify the capital structure, the group may adjust the amount of dividends paid to shareholders, return capital to shareholders through share buy backs, issue new shares or sell assets to reduce debt. During the year, all group covenants have been complied with and based on current forecasts it is expected that such covenants will continue to be complied with for the foreseeable future. The group’s operations generate a high and consistent level of free cash flow which helps fund future development and growth. The group seeks to maintain an appropriate balance between the higher shareholder returns that may be possible with higher levels of borrowings and the prudence afforded by a sound capital position to enable the group to capitalise on growth opportunities, both internal and external. There were no changes to the group’s approach to capital management during the year and the group is not subject to any externally imposed capital requirements. 10.4 Right-of-use lease liabilities (RoU lease liabilities) 2026 R’000 2025 R’000 Leasehold properties 6 719 681 7 377 098 Vehicles 661 825 774 673 Equipment and other 71 744 91 707 Total RoU lease liabilities 7 453 250 8 243 478 Short-term RoU lease liabilities (1 275 483) (1 397 944) Long-term RoU lease liabilities 6 177 767 6 845 534 At the commencement date of the lease, the group recognises lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in-substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees and payments of penalties for terminating a lease, if the lease term reflects the group exercising the option to terminate. The lease term also takes into account the likelihood of exercising a renewal option. In calculating the present value of lease payments, the group uses the incremental borrowing rate at the lease commencement date if the interest rate implicit in the lease is not readily determinable. RoU lease liabilities represent the financial obligation of the group to make lease payments to landlords to use the underlying leased premises, or RoU leased assets, during the lease term. BIDCORP 2026 Consolidated annual financial statements 67 Notes to the consolidated financial statements continued for the year ended June 30
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10. Financial risk management and net debt continued 10.4 Right-of-use lease liabilities (RoU lease liabilities) continued The average lease term and number of leases of the group’s lease portfolio (including renewal periods taken into account) is as follows: » leasehold property six-year average lease term for 357 leases (2025: six-year average lease term for 324 leases); » vehicles two-year average lease term for 1 190 leases and (2025: two-year average lease term for 1 212 leases); and » equipment and other two-year average lease term for 75 leases (2025: three-year average lease term for 63 leases). The lease term includes a renewal period only if the group has agreed terms with the respective landlord and the renewal contract is enforceable by both parties. For leasehold properties these terms include factors such as location, how far in the future a renewal option occurs, significance of related leasehold improvements and past history of terminating/not renewing lease and the value of lease payments in the renewal period. Further to this, the likelihood of exercising a termination option, if applicable, is considered in determining the lease term. The discount rates used to determine the present value of future lease payments is generally based on the lessee’s incremental borrowing rate, as in most instances the interest rate implicit in the lease cannot be readily determined. To determine the incremental borrowing rate (IBR), the group uses a build-up approach that starts with a risk-free interest rate adjusted for credit risk for leases held by the group, which does not have recent third-party financing and makes adjustments specific to the RoU leased asset, eg term, country, currency and security. 2026 % 2025 % The IBR applied to leases per segment were as follows: Australasia 5,0 – 7,7 5,1 – 8,0 Emerging Markets1 3,0 – 50,0 3,5 – 50,0 Europe 0,5 – 8,0 2,0 – 8,0 United Kingdom 3,2 – 8,0 6,0 – 8,0 1 The upper end of the range for Emerging Markets relates to Türkiye which is impacted by its macro-economic environment and hyperinflation. Lease payments are allocated between principal 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. Financial liabilities are derecognised when the obligation in the contract is discharged, cancelled or has expired. Premiums or discounts arising from the difference between the fair value of debt raised and the amount repayable at maturity date are charged to the consolidated income statement as interest expense based on the effective interest rate method. 2026 R’000 2025 R’000 The movement in RoU lease liabilities is as follows: Carrying value at beginning of the year 8 243 478 7 581 560 New leases entered into 966 340 1 702 792 Lease modifications and remeasurements 414 065 325 695 Finance charges 512 382 487 617 Cancelled leases (76 905) (93 908) Lease payments (1 864 204) (1 991 488) Acquisition of business 12 083 25 587 Disposal of business – (20 222) Exchange rate adjustments, including the effect of hyperinflation (753 989) 225 845 7 453 250 8 243 478 The expenses relating to short-term and low-value commitments have been disclosed in note 4.2 Total contractual undiscounted cash flows related to RoU lease liabilities Within one year 1 644 120 1 725 915 One to two years 1 377 275 1 346 895 Two to three years 1 105 682 1 112 663 Three to five years 1 754 077 1 555 212 After five years 2 466 050 2 788 793 Total contractual undiscounted cash flows related to RoU lease liabilities 8 347 204 8 529 478 Future cash flows included for renewal periods 1 253 927 2 212 762 Total undiscounted cash flows including renewal periods related to RoU lease liabilities 9 601 131 10 742 240 Effects of discounting (2 147 881) (2 498 762) Carrying amount of RoU lease liability 7 453 250 8 243 478 BIDCORP 2026 Consolidated annual financial statements68 Notes to the consolidated financial statements continued for the year ended June 30
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10. Financial risk management and net debt continued 10.5 Puttable non-controlling interest liabilities The put options entitle the non-controlling shareholders to sell their holdings in the subsidiaries to the group at contracted dates and amounts. The effect of granting these put options on the group’s results can be summarised as follows: 2026 R’000 2025 R’000 Balance at beginning of the year 6 110 530 5 493 502 Arising on the granting of put options to non-controlling interests during the year 50 844 80 544 Payments made to non-controlling interest during the year (193 453) (146 023) Remeasurement of put options during the year 183 487 209 219 Unwinding of present value discount recognised to the statement of profit or loss 103 535 99 500 Exchange rate adjustments (602 390) 373 788 5 652 553 6 110 530 Long-term portion 5 313 641 5 694 778 Short-term portion 338 912 415 752 The group accounts for puttable NCI liabilities under the anticipated acquisition method whereby the put option is derecognised from NCI and accounted for as a financial liability. Put options held by NCIs in the group’s subsidiaries entitle the NCI to sell its interest in the subsidiary to the group at predetermined values and on contracted dates. In such cases, the group consolidates the NCIs share of the equity in the subsidiary and recognises the fair value of the NCIs put option, being the present value of the estimated future purchase price, as a financial liability in the statement of financial position. In raising this liability, the NCI is derecognised and any excess or shortfall is charged or realised directly in retained earnings in the statement of changes in equity. The puttable NCI liability is calculated as the present value of the contracted redemption value discounted from the expected redemption date to the reporting date. The unwinding of the present value discount on these liabilities is recorded within finance charges in the statement of profit or loss using the effective interest method. The financial liability is fair valued at the end of each financial year and any changes in the value of the liability as a result of changes in assumptions used to estimate the future purchase price are recorded directly in retained earnings in the statement of changes in equity. At June 30, the group has the following significant put options: Distrubuzione Alimentari Convivenze SPA (DAC) In May 2025, an amendment to the shareholders agreement was signed with the minority shareholders of DAC which included an option for the minority shareholders to put their 40% interest to the group after June 30 2027; 20% after June 2027, 10% after June 2028 and 10% after June 2029. The minority shareholders agreed not to directly or indirectly sell, transfer or otherwise dispose of their stake in DAC for 5 (five) years. Refer to sensitivity analysis in note 10.1 (c) on the sensitive assumptions used in the calculation of the DAC puttable NCI liability being the expected average revenue growth rates, average EBITDA margin and discount rate. The non-controlling shareholders have the option to put their 40% interest in DAC to the group, at 10,5 times EBITDA less net debt. The discount rate used for the DAC put option was 1,70% (2025: 1,70%). The fair value of this put option liability at June is R5,0 billion (€268,1 million) (2025: R5,4 billion (€261,5 million)). Irmaos Avelino Brazil (Brazil) The non-controlling shareholder has the option to put their 40% interest in Brazil to the group, at 7,04 times the average two years EBITDA less net debt. Contractually the put option has been disclosed as a current liability as it is exercisable but is unlikely to be exercised in the short term. The fair value of this put option liability at June is R244,1 million (BRL77,0 million) (2025: R206,9 million (BRL63,7 million)). Bidfood SA (Chile) The non-controlling shareholder has the option to put their 12% interest in Chile to the group, at 6,5 times EBITDA less net debt. Contractually the put option has been disclosed as a current liability as it is exercisable but is unlikely to be exercised in the short term. The fair value of this put option liability at June is R63,1 million (A$5,6 million) (2025: R63,7 million (A$5,4 million)). BIDCORP 2026 Consolidated annual financial statements 69 Notes to the consolidated financial statements continued for the year ended June 30
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11. Staff remuneration 11.1 Share-based payments The group has granted share awards to executive directors and senior management under the following share award schemes: The Bidvest Incentive Scheme (BIS), share appreciation rights (SARs), conditional share plan (CSPs) and Czech (previously Nowaco) Management Scheme. BIS, SARs and CSP share-based payment schemes are treated as equity-settled share-based payment schemes at a group and subsidiary level. The fair value is measured at grant date and spread over the period during which the employees become unconditionally entitled to the awards. The fair value of awards granted is recognised as an employee expense with a corresponding increase in equity. The Czech Management Scheme is treated as a cash-settled share-based payment scheme, fair value changes are recognised in profit or loss with a corresponding increase or decrease to the Czech share-based payment liability. The fair value of the BIS, SAR and CSP awards are measured using a binomial model, taking into account the terms and conditions upon which the awards were granted. The amount recognised as an expense is adjusted to reflect the number of awards for which related service and non-market performance conditions are expected to be met, such that the amount ultimately recognised as an expense is based on the number of awards that meet the related service and non-market performance conditions at the vesting date. 2026 R’000 2025 R’000 Share-based payment expenses recognised: Equity-settled share based-payment schemes Bid Corporation Limited share appreciation rights plan (SARs) 8 008 8 071 Bidcorp conditional share plan (CSP) 342 828 297 071 Cash-settled share-based payment scheme Czech Management Scheme 65 845 33 560 416 681 338 702 The Bidvest Incentive Scheme (BIS) BIS participants on the unbundling of Bidcorp from The Bidvest Group Limited, who had not exercised their options at the unbundling date, exchanged each one of their Bidvest Group Limited options for one right over one Bid Corporation Limited share and one The Bidvest Group Limited share. The original award price was not adjusted, but on exercise of the replacement right, the original award price is deducted from the combined value of Bidcorp share and The Bidvest Group share on date of exercise. The vesting date and lapse dates of the replacement rights are the same as that of the original awards. Awards vest in tranches after three years (50%), four years (25%) and five years (25%) respectively. Awards not exercised within a 10-year period following the award date, lapse. The scheme has been classified as an equity-settled scheme, and therefore an equity-settled share-based payment reserve has been recognised. BIS holders are only entitled to exercise their options if they are in the employment of the group in accordance with the BIS scheme rules, unless otherwise recommended by the remuneration committee. The number and weighted average exercise prices of share awards granted to staff are: 2026 2025 Number of awards Average price R Number of awards Average price R Beginning of the year 15 000 301,54 20 625 297,54 Lapsed – – (1 625) 301,54 Exercised (15 000) 301,54 (4 000) 250,73 End of the year – – 15 000 301,54 There are no options outstanding at June 30 2026. Bid Corporation Limited SARs SARs participants were granted share awards that vest in tranches after three years (50%), four years (25%) and five years (25%) respectively. The exercise price for the SAR award is determined using the closing price of the Bid Corporation Limited share on the JSE, for the business day immediately preceding the award date up to a maximum discount of 10%. Awards not exercised within a seven-year period following the award date lapse. The scheme has been classified as an equity-settled scheme, and therefore an equity-settled share-based payment reserve has been recognised. Award holders are only entitled to exercise their awards if they are in the employment of the group in accordance with the terms of the SARs plan rules, unless otherwise recommended by the remuneration committee. BIDCORP 2026 Consolidated annual financial statements70 Notes to the consolidated financial statements continued for the year ended June 30
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11. Staff remuneration continued 11.1 Share-based payments continued The number and weighted average exercise prices of share awards granted to staff are: 2026 2025 Number of awards Average price R Number of awards Average price R Beginning of the year 615 000 345,67 766 832 299,89 Granted 96 000 406,67 96 000 364,10 Exercised (174 127) 265,29 (247 832) 247,52 Lapsed (22 373) 427,07 – 274,60 End of the year 514 500 380,71 615 000 345,67 Share awards outstanding at June 30 by year of grant are: 2019 6 250 254,75 155 250 263,39 2021 93 125 271,45 107 250 270,20 2022 66 625 302,20 76 500 302,20 2023 78 500 404,63 90 000 404,63 2024 78 000 426,00 90 000 426,00 2025 96 000 460,00 96 000 460,00 2026 96 000 429,44 – – 514 500 380,71 615 000 345,67 The awards outstanding at June 30 2026 have an exercise price in the range of R254,75 to R460,0 (2025: R263,39 to R460,0) and a weighted average contractual life of 0,1 to 7,3 years (2025: 0,1 to 7,3 years). The fair value of services received in return for shares allotted is measured based on a binomial method. Bidcorp conditional share plan The CSP awards executives and senior management of the group a conditional right to receive shares in Bidcorp free of any cost. The fair value of services received in return for these conditional share awards have been determined by multiplying the number of conditional share awards expected to vest, by the share price at the date of the award discounted by anticipated future dividend flows. Executive directors CSP awards During the year, executive directors were granted 2026 CSP awards. Vesting of these awards are subject to three group performance conditions to vest and are measured over the performance period commencing from July 1 2025 to June 30 2028: » 35% of the 2026 CSP award are subject to achievement of constant currency normalised headline earnings per share (HEPS) targets; » 15% of the 2026 CSP award are subject to the return on funds employed (ROFE) condition; » 20% of the 2026 CSP awards are subject to the return on invested capital (ROIC) condition; and » 30% of the 2026 CSP award are subject to the key performance indicators (KPIs) condition. These performance targets/conditions are disclosed in the 2026 Bidcorp remuneration report. Once performance conditions have been met, the award will vest with 75% of the CSP award on September 1 2028 and 25% on September 1 2029, unless otherwise determined by the remuneration committee. These share awards do not carry voting rights attributable to ordinary shareholders. The number of director conditional share awards in terms of the conditional share award scheme are: Balance at July 1 2025 CSP awarded CSP exercised CSP forfeited Closing balance June 30 2026 Director BL Berson 527 500 170 000 (150 000) – 547 500 DE Cleasby 247 500 80 000 (70 000) – 257 500 775 000 250 000 (220 000) – 805 000 Senior management In terms of the CSP scheme, a conditional right to a share is awarded to senior management subject to an employment condition and vesting period. The vesting period is as follows: 50% of total number of awards vest at the expiry of three years; 75% of total number of awards vest at the expiry of four years; and 100% of total number of allotted awards vest at the expiry of five years from the date of the award, unless otherwise determined by the remuneration committee. These share awards do not carry voting rights attributable to ordinary shareholders. The exercise price for conditional share awards is nil. The share price used in the calculation of the share-based payment charge on the conditional share awards allotted during the year is R406,67 per share (2025: R423,20 per share). The assumptions used to determine the fair value of the conditional share awards was a dividend yield of 2,97% (2025: 2,46%) and risk-free interest rate (based on South African government bonds) of 7,20% (2025: 7,46%). A total of 51 874 senior management conditional share awards were forfeited during the year (2025: 38 350). The number of senior management conditional share awards in terms of the CSP scheme are: 2026 Number 2025 Number Beginning of the year 3 465 491 3 163 675 Awarded 773 550 771 250 Exercised (533 789) (431 084) Forfeited (51 874) (38 350) End of the year 3 653 378 3 465 491 Share awards outstanding at June 30 by year of grant are: 2020 124 813 294 691 2021 229 665 355 500 2022 385 950 615 700 2023 648 000 667 400 2024 732 900 760 950 2025 758 500 771 250 2026 773 550 – 3 653 378 3 465 491 BIDCORP 2026 Consolidated annual financial statements 71 Notes to the consolidated financial statements continued for the year ended June 30
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11. Staff remuneration continued 11.1 Share-based payments continued Czech Management Scheme In 2009, The Bidvest Group Limited acquired 100% of the issued share capital of the Nowaco group (Nowaco) of companies for an enterprise value of €250 million. Nowaco included Nowaco Czech Republic s.r.o. which focuses on the Czech Republic and Slovakia and Farutex Sp.z.o.o. which serves the Polish market. As part of the purchase agreement senior management (the managers) purchased shares in Nowaco on day one at a discount of 10%. The agreement stated that if the managers remain in the company’s employment for a minimum of five years, they could sell these shares back to The Bidvest Group Limited. In 2014, The Bidvest Group Limited and the Czech managers amended the purchase agreement giving all the senior managers a “new relevant period” (the period differs per Czech senior manager). In terms of the original agreement, Bidcorp held the sole right to select the method of settlement being equity or cash. Based on this sole right the Nowaco Management Scheme was treated as an equity-settled share-based scheme. In August 2019, Bidcorp elected to settle Czech managers shares in cash and therefore changed the accounting treatment of the Nowaco Management Scheme from equity-settled to a cash-settled share-based scheme. During the year, no payments were made to the Czech managers (2025: R29,7 million). The determined fair value of the Czech Management Scheme at June 30 2026 is £6,1 million (R133,3 million) (2025: £5,3 million (R130,1 million)) (note 7.6). The Czech Management Scheme share-based payment liability has been separately disclosed in trade and other payables. The fair value was calculated using a EBITDA multiple of nine times and forecast trading results for Bidfood Czech Republic. The Czech managers have the rights to sell the Bidfood Czech Republic s.r.o. shares back to Bidcorp. In July 2023, Czech managers entered an agreement with Bidcorp to purchase 3,40% of the Bidfood Czech group of companies at varying discounts. The managers are obliged to sell their shares to Bidcorp at the end of the relevant period applicable to each manager, which are either July 1 2028 or July 1 2033. The determined fair value of the scheme at June 30 2026 is £15,7 million (R340,6 million) (2025: £13,6 million (R330,3 million)) and it is disclosed separately in long-term vendors for acquisition liability (refer to statement of financial position). 11.2 Remuneration of directors The remuneration paid to executive directors while in office of the company during the year ended June 30 2026 can be analysed as follows: Remuneration and benefits paid to directors Basic remuneration R’000 Other benefits and costs R’000 Retirement/ medical benefits R’000 Cash incentives R’000 Total emoluments R’000 Director BL Berson 22 033 292 344 35 566 58 235 DE Cleasby 8 792 180 528 14 898 24 398 Total 30 825 472 872 50 464 82 633 Executive director remuneration and benefits paid to directors are translated into South African rand at average foreign exchange rates. Refer to note 10.1 (c) (i) for the movements in the average foreign exchange rates. BIDCORP 2026 Consolidated annual financial statements72 Notes to the consolidated financial statements continued for the year ended June 30
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11. Staff remuneration continued 11.2 Remuneration of directors continued Summary of directors' long-term incentives 2026 Share-based payment expense R’000 Benefit arising from exercise of awards R’000 Gross benefit R’000 Previous share- based payment expense R’000 Actual long- term incentive benefit R’000 2025 R’000 Director BL Berson 64 698 64 430 129 128 (41 551) 87 577 91 200 DE Cleasby 30 406 30 067 60 473 (19 391) 41 082 42 804 Total 95 104 94 497 189 601 (60 942) 128 659 134 004 For comparative purposes the remuneration paid to the executive directors while in office of the company during the year ended June 30 2025 can be analysed as follows: Remuneration and benefits paid to directors Basic remuneration R’000 Other benefits and costs R’000 Retirement/ medical benefits R’000 Cash incentives R’000 Total emoluments R’000 Director BL Berson 21 917 300 352 34 741 57 310 DE Cleasby 8 572 180 507 14 245 23 504 Total 30 489 480 859 48 986 80 814 BIDCORP 2026 Consolidated annual financial statements 73 Notes to the consolidated financial statements continued for the year ended June 30
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11. Staff remuneration continued 11.2 Remuneration of directors continued The remuneration paid to non-executive directors while in office of the company during the year ended June 30 is analysed as follows: 2026 Director fees R’000 Other services R’000 Total R’000 2025 R’000 Non-executive director T Abdool-Samad 1 562 – 1 562 1 326 PC Baloyi 1 997 – 1 997 1 719 B Joffe 2 380 – 2 380 2 192 S Koseff 4 957 – 4 957 4 674 KR Moloko 1 440 – 1 440 1 211 CJ Rosenberg 2 244 – 2 244 2 108 NG Payne 2 235 – 2 235 2 114 H Wiseman1 2 808 770 3 578 3 408 TJ Brown2 735 388 1 123 – K Ostin3 264 – 264 – Total 20 622 1 158 21 780 18 752 1 H Wiseman provided services by chairing the quarterly Bidcorp DARC meetings. 2 TJ Brown was appointed as a non-executive director of the board effective November 13 2025 and provided services by chairing the quarterly Bidcorp DARC meetings. 3 K Ostin was appointed as a non-executive director of the board effective May 15 2026. Prescribed officers 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. 11.3 Post-retirement obligations 2026 R’000 2025 R’000 Post-retirement assets (8 435) (5 604) The Bidvest South Africa Pension Fund in South Africa – (5 604) Angliss Hong Kong Food Service Limited Retirement Benefit and Long Service Plans (8 435) – Post-retirement obligations 39 544 43 491 Angliss Hong Kong Food Service Limited Retirement Benefit and Long Service Plans 7 318 17 472 Unfunded defined benefit early retirement plan 32 226 26 019 31 109 37 887 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 appropriate industry funds. Defined benefit pension funds All funds are defined benefit pension funds administered independently of the group and are subject to the relevant pension fund legislation. The defined benefit funds operated by the group are The Angliss Hong Kong Food Service Limited Retirement Benefit and Long Service Plan. Employer contributions to defined contribution funds are set out in note 4.2. Unfunded defined benefit retirement plans Distrubuzione Alimentari Convivenze SPA (Italian subsidiary) provides a retirement plan for its employees. The total number of members as of June 30 was 445 (2025: 412). Discount rate (%) Salary increase (%) Key assumptions applied in the actuarial valuations: 2026 Angliss Hong Kong Food Service Limited Retirement Benefit and Long Service Plans 3,0 2,3 Unfunded defined benefit early retirement plan 4,0 3,6 2025 Angliss Hong Kong Food Service Limited Retirement Benefit Plan 2,3 – 3,0 2,8 Unfunded defined benefit early retirement plan 3,6 3,0 A sensitivity analysis for post-retirement obligations was not performed as the carrying value is insignificant. BIDCORP 2026 Consolidated annual financial statements74 Notes to the consolidated financial statements continued for the year ended June 30
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12. Equity, distributions and group information 12.1 Capital and reserves attributable to shareholders of the company 2026 R’000 2025 R’000 Stated capital Issued stated capital 6 107 666 6 107 666 Treasury shares (795 046) (101 476) Balance at beginning of the year (101 476) 226 899 Shares disposed of in terms of share incentive plans 352 300 351 275 Shares issued during the year – (679 650) Shares purchased during the year (1 045 870) – Reserves Foreign currency translation reserve including hyperinflation effects 7 895 505 11 928 592 Equity-settled share-based payment reserve 979 005 825 833 Retained earnings 33 032 682 28 534 773 Total capital reserves comprise Amounts attributable to shareholders of the company 47 219 812 47 295 388 Amounts attributable to non-controlling interests 312 539 377 283 47 532 351 47 672 671 Stated capital No par value ordinary shares are classified as equity. Incremental costs directly attributable to the issuance of new no par value ordinary shares are deducted against the stated capital account. Treasury shares Shares in the company, held by its subsidiary, are classified as treasury shares. These shares are treated as a deduction from the issued and weighted average number of shares. The cost price of the treasury shares is presented as a deduction from total equity. When treasury shares are purchased, the cost is debited to this separate category of equity. When treasury shares are sold the amount received for the instruments is credited to this separate category of equity. Foreign currency translation reserve The translation reserve comprises foreign exchange differences arising from the translation of the financial statements of foreign operations including hyperinflationary adjustments. Equity-settled share-based payment reserve The equity-settled share-based payment reserve (SBP reserve) includes the fair value of the share appreciation right awards granted and conditional share awards made to executive directors and staff, which have been recognised over the vesting period at fair value with a corresponding expense recognised in the statement of profit or loss. The total share-based payment expense for the group during the year was R350,8 million (2025: R305,1 million). Our settlement practice of the share-based payment incentive plans has been through a subsidiary company (other than the employer company of the participant), which holds Bidcorp treasury shares (Bid Treasury Company). In terms of an inter-group repayment arrangement, the employer company pays the purchase contribution to the Bid Treasury Company for the market value of the shares that were awarded to the participant exercising the award. The R352,3 million (2025: R351,3 million) utilisation during the year represents the market value of Bidcorp shares received by participants for share awards that were exercised during the year. The credit entry for the R352,3 million (2025: R351,3 million) is recorded under treasury shares representing the Bidcorp shares that were sold to satisfy the participant share awards that were exercised. The transfer from retained earnings of R149,0 million (2025: R221,8 million) represents a transfer between equity reserves to true up the equity-settled share-based payment reserve to reflect the value of outstanding share awards at June 30 2026. 2026 Number of shares (’000) 2025 Number of shares (’000) Stated capital Authorised 540 000 000 ordinary shares of no par value (2025: 540 000 000 ordinary shares of no par value) Issued 336 904 212 ordinary shares of no par value (2025: 336 904 212 ordinary shares of no par value) 336 904 336 904 Treasury shares held by Bidcorp Treasury Company (2 660) (920) Balance at beginning of the year (920) (210) Shares disposed in terms of share incentive plans 824 790 Shares purchased during the year (2 564) – Shares issued during the year – (1 500) 334 244 335 984 The issued stated capital is fully paid up. 16 750 000 unissued no par value ordinary shares are under the control of the directors until the next annual general meeting. BIDCORP 2026 Consolidated annual financial statements 75 Notes to the consolidated financial statements continued for the year ended June 30
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12. Equity, distributions and group information continued 12.2 Dividends paid 2026 R’000 2025 R’000 2025 final dividend paid of 600,0 cents per share (2024: final dividend of 565,0 cents per share was declared) 2 021 425 1 895 034 2026 interim dividend paid of 615,0 cents per share (2025: interim dividend paid of 560,0 cents per share was declared) 2 071 961 1 886 663 Amounts paid per the consolidated statement of cash flows 4 093 386 3 781 697 12.3 Group composition 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 below: Effective holdings % Principal place of business Nature of business 2026 2025 Subsidiaries Al Diyafa Company for Catering Services LLC B Saudi Arabia 1 53 49 Angliss Beijing Food Service Limited China 1 95 95 Angliss Guangzhou Food Service Co Limited China 1 90 90 Angliss Hong Kong Foodservice Limited Hong Kong 1 100 100 Angliss International Investment Limited Hong Kong 1 100 100 Angliss Macau Food Service Limited Macau 1 100 100 Angliss Shanghai Food Service Limited China 1 100 100 Angliss Shenzen Food Service Limited China 1 100 100 Applied Logic Systems Limited New Zealand 1 100 100 Athian (Pty) Limited t/a Midwest Food & Liquor) Australia 1 100 100 BFS Botany (Pty) Limited Australia 1 100 100 BFS Byron Bay Limited Australia 1 100 100 BFS Group Limited United Kingdom 1 100 100 BFS Port Macquarie (Pty) Limited Australia 1 100 100 Bidcorp Food Africa (Pty) Limited South Africa 1 100 100 Bidcorp Food Property (Pty) Limited South Africa 2 100 100 Bidcorp Foodservice International Limited Isle of Man 2 100 100 Bidcorp Foodservice (Europe) Limited United Kingdom 2 100 100 Bidcorp Properties International Limited Isle of Man 2 100 100 Bidcorp Spain S.L. Spain 1 100 100 Bidfood Horeca Service N.V. Belgium 1 100 100 Bidfood (Victoria) (Pty) Limited Australia 1 100 100 Bidfood (WA) (Pty) Limited Australia 1 100 100 Bidfood Australia Limited Australia 1 100 100 Effective holdings % Principal place of business Nature of business 2026 2025 Subsidiaries Bidfood B.V. Belgium 1 100 100 Bidfood Czech Republic s.r.o. Czech Republic 1 97 97 Bidfood De Clercq N.V. Belgium 1 100 100 Bidfood Efe Da ˇ gıtım ve Pazarlama A.S. Turkey 1 100 100 Bidfood (EM) Sdn Bhd. A Malaysia 1 58 58 Bidfood Holdings AS Turkey 1 100 100 Bidfood Holdings Malaysia Sdn. Bhd. A Malaysia 1 96 89 Bidfood Horeca Service N.V. Belgium 1 100 100 Bidfood Kale Da ˇ gıtım ve Pazarlama A.S. Turkey 1 75 75 Bidfood Limited Botswana 1 100 100 Bidfood Limited New Zealand 1 100 100 Bidfood (Pty) Limited South Africa 1 100 100 Bidfood SA Belgium 1 100 100 Bidfood Chile S.A. A Chile 1 88 88 Bidfood China Limited China 1 100 100 Bidfood Malaysia Sdn. Bhd. A Malaysia 1 96 89 Bidfood Portugal S.A Portugal 1 100 100 Bidfood Singapore Pte Limited Singapore 1 100 100 Bidfresh Limited United Kingdom 1 100 100 BTW Investments (Pty) Limited South Africa 1 100 100 Burleigh Marr Distributions (Pty) Limited Australia 2 100 100 Campbell Brothers Limited United Kingdom 1 100 100 Cater Plus (Pty) Limited Australia 1 100 100 Caterfood Holdings Limited United Kingdom 1 100 100 Cesars SIA Latvia 1 100 100 Chuan Yee (M) SDN BHD A Malaysia 1 96 – Clayton Cold Store (Pty) Limited Australia 1 100 100 Cold Seas (Pty) Limited Australia 1 100 100 Colo Fruits S.L. Spain 1 100 100 Crown Food Group (Pty) Limited South Africa 1 100 100 Decuyp N.V. Belgium 2 100 100 Distribuidora E Importadora Irmaos Avelino Ltda A Brazil 1 60 60 Distrubuzione Alimentari Convivenze SPA A Italy 1 60 60 Distribuidora Blancaluna S.A. Argentina 1 60 60 Elite Fine Foods Limited United Kingdom 1 100 100 Erredi Distribuzione SpA A Italy 1 80 80 Euskopan 2002 S.L. Spain 1 100 80 Farutex Sp. z.o.o. Poland 1 100 100 Food & Wine Sp. z.o.o. Poland 1 100 100 BIDCORP 2026 Consolidated annual financial statements76 Notes to the consolidated financial statements continued for the year ended June 30
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12. Equity, distributions and group information continued 12.3 Group composition continued Effective holdings % Principal place of business Nature of business 2026 2025 Subsidiaries Foster Fast Food N.V. Belgium 1 100 100 Fruit Xpress OÜ A Estonia 1 85 85 Goldline Distributors (Pty) Limited Australia 1 100 100 Gruppo DAC Alimentiare SpA A Italy 1 47 – Guzmán Gastronomía S.L. Spain 1 100 100 Harvest Fine Foods Limited United Kingdom 1 100 100 Him Kee Food Distribution Co. Limited Hong Kong 1 100 100 Horeca Trade LLC United Arab Emirates 1 70 65 Horeca Trading SPC Oman 1 70 65 Horeca United Services Co. WLL B Bahrain 1 46 42 Igartza, S.L Spain 1 100 100 Jilin Bidcorp Food Service Limited China 1 60 60 John Lewis Foodservice (Pty) Limited Australia 1 100 100 Linson Global Seafood Trading Limited Hong Kong 1 70 70 Mí ˇ ca-Bago ˇ nová s.r.o. Czech Republic 1 97 97 Midwest Group Holdings (Pty) Limited Australia 1 100 100 Northern Bloc Limited United Kingdom 1 100 100 Nicol Hughes Foodservice Limited United Kingdom 1 100 100 Pastry Global Foodservice Limited Hong Kong 1 100 100 Sailbrand Limited United Kingdom 1 100 – Simply Food Solutions Limited United Kingdom 1 100 100 Tekoo SPOL s.r.o. A Czech Republic 1 78 78 Effective holdings % Principal place of business Nature of business 2026 2025 Subsidiaries Thomas Ridley & Son Limited United Kingdom 1 100 100 Turner & Price Limited United Kingdom 1 100 100 UAB Bidfood Lietuva Lithuania 1 100 100 United Imports & Exports Co. (Pty) Limited Australia 1 100 100 VDS-Food BXL SA Belgium 1 100 100 VDS-Food SA Belgium 1 100 100 W Hodgson (Hartlepool) Limited United Kingdom 1 100 – Wet Fish Trading LLC B United Arab Emirates 1 70 65 Zegro Centrum Rotterdam B.V. Netherlands 1 100 100 Associates Chovanecek s.r.o. Czech Republic 1 20 20 Griffith Crown Foods (Pty) Limited South Africa 1 49 49 Farm Fresh Real Estate B.V. Netherlands 1 25 25 Meatstreet O.G. Netherlands 1 25 25 Maxxam B.V. C Netherlands 1 17 17 Maxxam C.V. C Netherlands 1 17 17 Van Gelder Ridderkerk B.V. Netherlands 1 20 20 Vanilla Venture B.V. Netherlands 1 25 25 Veltman Vis Service B.V. Netherlands 1 30 30 East Eco B.V. Netherlands 25 – Jointly controlled entities Chipkins Puratos (Pty) Limited South Africa 1 50 50 A The group has put option arrangements for these entities or its holding company. In terms of the anticipated acquisition method, these entities are consolidated as 100% held subsidiaries. (Refer to note 10.5 for details). B The group exercises control over the subsidiary as the group has the ability to affect the subsidiaries profit or loss from its involvement and ability to affect those returns through its power over the subsidiary. C The group exercises significant influence in the operating and financial policy decisions of these companies. Nature of business 1 Catering supplies, food and allied products. 2 Group services, investments and property holding. BIDCORP 2026 Consolidated annual financial statements 77 Notes to the consolidated financial statements continued for the year ended June 30
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12. Equity, distributions and group information continued 12.4 Related parties Identification of related parties The group has a related party relationship with its subsidiaries, associates and jointly controlled entities (refer to note 12.3). Key management personnel has been defined as the executive and non-executive directors of the company (refer to directors’ report). 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 dependants of the individual or the individual’s domestic partner. Transactions with key management personnel Directors’ remuneration in total, paid by a subsidiary, is included in note 4.2. Details pertaining to executive and non-executive directors’ compensation are set out in note 11.2. The group encourages its employees to purchase food products from group companies. These transactions are generally conducted on terms similar to those with third parties, 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 yearend. Similar policies are applied to key management personnel at subsidiary level who are not defined as key management personnel at the group level. Transactions with related parties 2026 R’000 2025 R’000 Outstanding advances due at yearend by associates (note 9.1) 275 952 142 882 Revenue received from associates 109 683 92 042 Amounts due by associates included in trade receivables¹ 8 852 13 520 Inventory purchased from associates 2 093 124 2 075 836 Non-inventory purchases from associates 99 1 475 Amounts due to associates included in trade payables¹ 73 070 167 660 Revenue received from jointly controlled entity 33 988 26 534 Property rental income from jointly controlled entity 21 844 20 415 Property rental expense related to non-controlling interests 61 315 55 321 Inventory purchases from jointly controlled entity 13 543 12 487 Amounts due by jointly controlled entity included in trade receivables 1 115 65 Amounts due to jointly controlled entity included in trade payables 1 947 876 1 Trading relationships with associates and jointly controlled entities are generally concluded on terms similar to those of third parties and there are no abnormal or non-commercial credit terms allowed. There were no impairments or provisions raised against trade receivables or loans to associates or jointly controlled entities during the year (2025: Rnil). Details of effective interest, investments and loans to associates and jointly controlled entity are disclosed in note 9.1 and 9.3 respectively. 12.5 Commitments and capital management The board of directors’ policy is to maintain a strong capital base so as to sustain future development of the businesses so that it can continue to provide benefits to its stakeholders. 2026 R’000 2025 R’000 Capital expenditure approved: Contracted for 1 466 631 2 426 746 Not contracted for 2 199 572 1 874 389 3 666 203 4 301 135 Capital expenditure split Property, plant and equipment 3 512 732 4 155 907 Computer software 153 471 145 228 3 666 203 4 301 135 It is anticipated that capital investments (capin) will be financed out of existing cash resources. Significant contracted capin relate to the following: » Australia – infrastructure investment to grow capacity in Brisbane area; » United Kingdom – infrastructure investment in Manchester and Durham, and continued IT-related capin and vehicle fleet replacement; » Netherlands – infrastructure investment in Rotterdam; » New Zealand – infrastructure investment in manufacturing centre in Christchurch; » Portugal – infrastructure investments in Porto distribution centre to grow capacity; » South Africa – infrastructure investment in Pretoria multi-purpose facility to grow capacity; » Italy – investment in IT infrastructure and Padua warehouse development. BIDCORP 2026 Consolidated annual financial statements78 Notes to the consolidated financial statements continued for the year ended June 30
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12. Equity, distributions and group information continued 12.6 Subsequent events Subsequent to June 30 2026, there has been one bolt-on acquisition completed in the United Kingdom with a purchase consideration cash outflow of approximately R28 million as well as the group entered into an agreement, through Bidfood Pacific Islands Limited, to acquire the Fijian operations and Pacific Islands export business of T&G Global. Completion is expected on August 31 2026. Other than as mentioned, there have been no other significant subsequent events. 12.7 Going concern The board has undertaken a rigorous assessment of whether the group is a going concern in light of current economic conditions in its various operating geographies taking into consideration available information about future risks and uncertainties. The projections for the group have been prepared covering its future anticipated performance and available capital and liquidity for a period of 12 months from the date of approval of these financial statements including performing sensitivity analyses. The group has access to liquid funds amounting to R11,8 billion with gross debt at yearend of R15,7 billion, R5,0 billion of which is short term. At June 30 2026, the group had access to unutilised facilities of R14,2 billion (refer to note 10.1 (b)). The group’s forecasts and projections of its anticipated performance, taking account of reasonably possible changes in trading performance, show that the group will be profitable and cash generative in the year ahead. The group’s projections and sensitivity analysis show that the group has sufficient capital, liquidity and positive future performance outlook to continue to meet its short-term obligations and as a result, it is appropriate to prepare these consolidated annual financial statements on a going-concern basis, even considering the potential negative impacts of geopolitical volatility and prolonged high inflation. 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. 13. Hyperinflation accounting From years ended June 30 2022, the International Monetary Fund World Economic Outlook Report determined that subsidiaries of the group with the functional currency of the Türkiye lira and Argentine peso should apply Financial Reporting in Hyperinflationary Economies (IAS 29). Hyperinflationary accounting requires transactions and balances of each reporting period to be presented in terms of the measuring unit (Türkiye lira (TRY) and Argentine peso (ARS)) at the end of the reporting period in order to account for the effect of loss of purchasing power during the year. Accordingly, the statement of profit or loss, statement of cash flows and statement of financial position for our Türkiye and Argentinian subsidiaries have been expressed in terms of the Türkiye lira and Argentine peso respectively at the reporting date (June 30 2026). The group has used the Türkiye Consumer Price Index (as determined by TURKSTAT) and the Índice de Precios al Consumidor (IPC) — the Consumer Price Index as published by INDEC as the general price index to restate amounts as it provides an official observable indication of the change in the price of goods and services for our subsidiaries in these economies. The carrying amounts of non-monetary assets and liabilities carried at historic cost have been stated to reflect the change in the general price index from the date of acquisition to the end of the reporting period. No adjustment has been made for those non-monetary assets and liabilities measured at fair value. An impairment loss is recognised in profit or loss if the remeasured amount of a non-monetary asset exceeds the recoverable amount. All items recognised in the statement of profit or loss and other comprehensive income are restated by applying the change in the average monthly general price index when the items of income and expenses were initially earned or incurred. Gains or losses on the net monetary position have been recognised as part of profit or loss before taxation in the statement of profit or loss and other comprehensive income. All items in the statement of cash flows are expressed in terms of the general price index at the end of the reporting period. BIDCORP 2026 Consolidated annual financial statements 79 Notes to the consolidated financial statements continued for the year ended June 30
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13. Hyperinflation accounting continued The results and financial position of the operations have been translated at the respective official inter-bank closing exchange rate which is in line with the requirements of the provisions of IAS 21 The Effects of Foreign Exchange Rates (IAS 21) for the translation of hyperinflationary economies. The following general price indices and conversion factors were applied to consolidate our subsidiaries. General price index Date Türkiye June 30 2026 3 516,9 June 30 2025 3 132,2 Argentina June 30 2026 11 851,12 June 30 2025 8 880,01 Inflation and exchange rates (relative to the South African rand) applied to consolidate the Türkiye subsidiaries results: Closing exchange rate1 Conversion factor (average) Financial period Türkiye July 1 2025 to June 30 2026 0,35 1,05 July 1 2024 to June 30 2025 0,45 1,14 Argentina July 1 2025 to June 30 2026 0,01 1,14 July 1 2024 to June 30 2025 0,01 1,17 1 Converted at the closing exchange rate due to IAS 21 requirements. Reporting on the Türkiye and Argentina subsidiaries The Türkiye and Argentine subsidiaries of the group with the functional currency of the Türkiye lira and Argentine peso, respectively have applied IAS 29 hyperinflation accounting for the 12 months ended June 30 2026. This has resulted in the group recording in the statement of profit and loss a net monetary gain of R15,4 million (2025: R27,6 million). While the application of IAS 29 is meant to improve comparability of the group’s results, the use of inflation and exchange rates differ from those experienced by the Türkiye and Argentine operations and, although not significant, to some extent distorts the comparability of the group’s results. 14. Accounting standards and interpretations not effective at June 30 2026 The following new standards, interpretations and amendments to existing standards are not yet effective as at June 30 2026. It is expected that the group will adopt the pronouncements on their respective effective dates. The adoption of the new accounting standards and amendments is being continually assessed for the impact on the group results, financial position or cash flows. Standard/interpretation Title Effective date (periods starting from) IFRS 7 Financial Instruments Disclosures and IFRS 9 Financial Instruments Classification and measurement of financial instruments January 1 2026 IFRS 1 First Time adoption of International Financial Reporting Standards amendments Annual improvements to IFRS Accounting standards January 1 2026 IFRS 7 amendments Annual improvements to IFRS Accounting standards January 1 2026 IFRS 9 amendments Annual improvements to IFRS Accounting standards January 1 2026 IFRS 10 Consolidated Financial Statements, amendments Annual improvements to IFRS Accounting standards January 1 2026 IAS 7 amendments Annual improvements to IFRS Accounting standards January 1 2026 IFRS 18 Presentation and Disclosure in Financial Statements Updated to statement of profit or loss January 1 2027 BIDCORP 2026 Consolidated annual financial statements80 Notes to the consolidated financial statements continued for the year ended June 30
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Note 2026 R’000 2025 Restated2 R’000 Revenue 1 5 271 450 3 479 103 Guarantee fee income1 1 318 2 631 Shareholder-related costs (46 228) (42 796) Operating expenses (1 351) (1 147) Impairment of investment in subsidiary 4 – (192 549) Operating profit 5 225 189 3 245 242 Finance income 2 23 306 14 387 Profit before taxation 5 248 495 3 259 629 Taxation 3 (9 010) (3 394) Profit for the year attributable to shareholders 5 239 485 3 256 235 Other comprehensive income net of taxation – – Total comprehensive income for the year 5 239 485 3 256 235 1 Relating to admin fees charged in relation to guarantees issued to subsidiaries. 2 Refer to note 14. Note 2026 R’000 2025 R’000 Assets Non-current assets Investment in subsidiaries 4 8 385 965 7 160 965 Current assets 301 682 377 609 Cash and cash equivalents 207 032 142 231 Taxation receivable – 728 Loans to subsidiary 4.1 94 650 234 650 Total assets 8 687 647 7 538 574 Equity and liabilities Capital and reserves Capital and reserves 5 8 680 161 7 534 062 Current liabilities 7 486 4 512 Unclaimed dividends 5 457 4 512 Taxation payable 2 029 – Total equity and liabilities 8 687 647 7 538 574 BIDCORP 2026 Consolidated annual financial statements 81 Separate statement of financial position as at June 30 Separate statement of comprehensive income for the year ended June 30
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Note 2026 R’000 2025 Restated1 R’000 Equity attributable to shareholders of the company 5 8 680 161 7 534 062 Stated capital 5 6 107 666 6 107 666 Retained earnings 5 2 572 495 1 426 396 Balance at beginning of the year 1 426 396 1 951 858 Attributable profit for the year 5 239 485 3 256 235 Dividends paid (4 093 386) (3 781 697) 1 Refer to note 14. Note 2026 R’000 2025 R’000 Cash flows from operating activities 1 149 801 (332 776) Cash utilised by operations 6 (45 316) (40 463) Finance income received 23 306 14 387 Taxation paid 7 (6 253) (4 106) Dividends received 5 271 450 3 479 103 Dividends paid (4 093 386) (3 781 697) Cash effects of investment activities Investment in subsidiary (1 225 000) (100 000) Cash effects of financing activities Loan repayment from group subsidiary 140 000 445 000 Net movement in cash and cash equivalents 64 801 12 224 Cash and cash equivalents at beginning of the year 142 231 130 007 Cash and cash equivalents at end of the year 207 032 142 231 BIDCORP 2026 Consolidated annual financial statements82 Separate statement of cash flows for the year ended June 30 Separate statement of changes in equity for the year ended June 30
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2026 R’000 2025 R’000 1. Revenue Revenue includes dividends received from subsidiaries: South African subsidiaries 1 325 000 646 000 Foreign subsidiaries 3 946 450 2 833 103 5 271 450 3 479 103 Dividends received from subsidiaries are recognised in profit or loss on the date on which the company’s right to receive payment is established. Dividends were received from the following subsidiaries: » Bidcorp Food Africa (Pty) Limited1 of R1,1 billion (2025: R646 million); » Bidcorp Food Properties (Pty) Limited1 of R170 million (2025: Rnil); » Bidcorp Foodservice International Limited2 R4,0 billion (2025: R2,8 billion). 1 South African subsidiary. 2 Foreign subsidiary. 2. Finance income 2026 R’000 2025 R’000 Interest income on bank balances 23 306 14 387 2026 R’000 2025 R’000 3. Taxation Current taxation Current year 6 690 3 394 Current taxation 6 690 3 130 Pillar Two2 – 264 Prior years’ underprovision3 2 320 – Taxation per separate statement of comprehensive income 9 010 3 394 Comprising South African taxation 9 010 3 394 The reconciliation of the effective taxation rate with the South African company tax rate is: % % Taxation for the year as a percentage of profit before taxation 0,2 0,1 Dividend income 29,1 31,8 Non-deductible expenses1 (2,3) (4,9) Prior year underprovision – – Rate of South African company taxation (%) 27,0 27,0 1 The non-deductible expenses are Bidcorp group shareholder-related costs, share-based payments expenses and impairment losses that are treated as non-deductible expenses for taxation purposes. 2 Under the Organization for Economic Cooperation and Development (OECD)/G20 Inclusive Framework on Base Erosion and Profit Shifting (BEPS), Pillar Two introduces a global minimum effective tax (ETR) of 15% for multinational groups with consolidated revenue exceeding €750 million in at least two of the last four consecutive financial years. The purpose of ETR is to ensure that multinational groups pay a minimum level of tax on the income generated in each jurisdiction where they operate. The group has applied the safe-harbour test with the group recognising a current taxation expense of R0,2 million (2025: R0,3 million) as it relates to the top-up taxation payable in the Isle of Man. The group adopted the IASB amendments to IAS 12 a temporary mandatory relief from accounting for deferred taxation which arises from legislation implementing the Pillar Two model rules. Under the relief, it neither recognises nor discloses information about deferred taxation assets and liabilities related to Pillar Two income taxes. Further guidance on the BEPS rules and regulations is expected in the coming periods; the group will continue to assess the impact of the Pillar Two legislation in relation to future financial performance. 3 An underprovision of R2,1 million relates to Pillar Two assessment for 2025, due to clarification of GLOBE rules. BIDCORP 2026 Consolidated annual financial statements 83 Notes to the separate financial statements for the year ended June 30
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2026 % 2025 % 2026 R’000 2025 R’000 4. Investment in subsidiaries Bidfood Limited1 100 100 11 11 Bidcorp International Limited2 100 100 1 254 897 1 254 897 Bidcorp Foodservice International Limited2 100 100 1 440 209 1 440 209 Crown Food Ingredients Zambia Limited3 60 60 9 808 9 808 Bidcorp Food Africa (Pty) Limited 100 100 3 263 173 3 263 173 Bidcorp Food Property (Pty) Limited 100 100 851 028 851 028 BTW Investments (Pty) Limited 100 100 1 566 839 341 839 8 385 965 7 160 965 Country of incorporation and principal place of business if not South Africa: 1 Botswana. 2 Isle of Man. 3 Zambia. Investment in subsidiaries are reflected at cost less accumulated impairment losses. During the year, there were no impairments recognised (2025: R192 million). The carrying value of the investment in BTW Investments (Pty) Limited increased by R1,2 billion during the year due to the issue of three shares to Bid Corporation Limited to recapitalise BTW Investments (Pty) Limited in support of share repurchases executed during the year. A list of indirectly held subsidiaries is available for inspection at the registered office of the company. 4.1 Loans to subsidiaries 2026 R’000 2025 R’000 BTW Investments (Pty) Limited 94 650 234 650 In 2025, a total of 1,5 million shares were issued from Bidcorp to BTW Investments. BTW Investments acquired these shares via a loan account with Bidcorp to the value of R680 million, as at June 30 2026, the balance payable is R94,7 million. There is no fixed repayment term on the loan and no interest is charged. BTW Investments has sufficient net assets in the form of Bidcorp shares and cash to repay the loan as noted above. An ECL in this regard is considered to be insignificant and forward-looking information does not indicate that this will change. Cash flows relating to loans with BTW Investments are classified as financing activities, as this forms part of the company’s capital management strategy. 2026 R’000 2025 R’000 5. Capital and reserves Stated capital 6 107 666 6 107 666 Reserves Retained earnings 2 572 495 1 426 396 Total capital and reserves comprise 8 680 161 7 534 062 Number ’000 Number ’000 Stated capital Authorised 540 000 000 ordinary shares of no par value (2025: 540 000 000 ordinary shares of no par value) Issued 336 904 212 ordinary shares of no par value (2025: 336 904 212 ordinary shares of no par value) 336 904 336 904 16 750 000 unissued no par value ordinary shares are under the control of the directors until the next annual general meeting. 2026 R’000 2025 Restated1 R’000 6. Cash utilised by operations Operating profit 5 225 189 3 245 242 Dividends received from subsidiaries (5 271 450) (3 479 103) Impairment of investments – 192 549 Working capital changes Increase in unclaimed dividends 945 849 Cash utilised by operations (45 316) (40 463) 7. Taxation paid Balance receivable at beginning of the year 728 16 Current taxation charge (9 010) (3 394) Balance payable (receivable) at end of the year 2 029 (728) Cash paid (6 253) (4 106) 1 Refer to note 14. BIDCORP 2026 Consolidated annual financial statements84 Notes to the separate financial statements continued for the year ended June 30
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8. Subsequent events No material subsequent events have arisen since June 30 2026. 9. Related parties The subsidiaries and associates of the group are related parties of the company (refer to note 12.3 of the consolidated financial statements). 10. Accounting estimates and judgements CFC income (tax) Detailed calculations are performed to determine taxation due on controlled foreign companies (CFCs) in terms of section 9D of the Income Tax Act. These calculations are based on financial data obtained directly from the CFCs. 11. Going concern The financial statements have been prepared on a going-concern basis as the directors have every reason to believe that the company has adequate resources in place to continue in operation in the foreseeable future. 12. Financial instruments The credit risk on cash and cash equivalents is addressed by utilising financial institutions of good standing for investment and cash management purposes. 13. Directors’ emoluments Disclosure on directors’ emoluments has been included in note 11.2 of the notes of the consolidated financial statements. 14. Restatement The company’s comparative statement of comprehensive income, statement of changes in equity and note 6 (cash utilised by operations) have been restated by R305 million to exclude share-based payment expenses incorrectly accounted for by the company. The restatement had no impact on opening retained earnings, as the related amounts had previously been fully offset within retained earnings, or on the statement of financial position. 15. Surety or guarantees Standard Bank The company has provided surety in respect of the The Standard Bank of South Africa Limited (Standard Bank) banking facilities for an amount limited to a maximum of R349,6 million. This banking facility provided by cash management account which includes BTW Investment (Pty) Limited (registration number: 2015/071691/07), Bidfood (Pty) Limited (registration number: 1964/002063/07) and Bidcorp Food Africa (Pty) Limited (registration number: 2011/001799/07). No liability or contingent liability has been recognised for the company on this surety arrangement given to Standard Bank due to the following reason: » As at June 30 2026, the Standard Bank cash management account has cash and cash equivalents of R588,1 million. Therefore, at June 30 2026 no obligation exists to Standard Bank. Nedbank The company has provided surety in respect of the Nedbank Limited (Nedbank) facility agreement for an aggregated amount of R117,0 million, which includes the Crown Food Group (Pty) Limited (registration number: 1963/001736/07) and Bidcorp Food Africa (Pty) Limited (registration number: 2011/001799/07). No liability or contingent liability has been recognised for the company on this surety arrangement given to Nedbank due to the following reason: » At June 30 2026, cash accounts with Nedbank totalled R342,0 million; and trading performance through 2026 and into July/August 2026 has been profitable and is generating positive cash flows. Therefore, no obligation exists to Nedbank. The trading performance through 2026 financial year and into August 2026 has been profitable and are generating positive cash flows. 16. Material accounting policies The accounting policies for the separate financial statements are the same as the consolidated financial statements, unless specifically stated otherwise. BIDCORP 2026 Consolidated annual financial statements 85 Notes to the separate financial statements continued for the year ended June 30
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Total shareholding % Beneficial shareholdings Major shareholders holding 3% or more of the shares in issue Government Employees Pension Fund (PIC) 77 168 942 22,9 Government of Norway 12 084 096 3,6 Alexander Forbes Investments 10 090 474 3,0 99 343 512 29,5 Investment management shareholdings Fund managers holding 3% or more of the shares in issue Government Employees Pension Fund (PIC) 61 081 389 18,1 Coronation Asset Management (Pty) Limited 18 217 881 5,4 Ninety One SA (Pty) Limited 17 966 114 5,3 The Vanguard Group Inc 15 201 694 4,5 36One Asset Management 12 572 838 3,7 M&G Investment Managers (Pty) Limited 12 147 236 3,6 Truffle Asset Management (Pty) Limited 10 985 436 3,3 Old Mutual Investment Group SA 10 463 477 3,1 158 636 065 47,0 Shares in issue Total number of shares in issue 336 904 212 BTW Investments (Pty) Limited (treasury shares) (2 659 883) 334 244 329 Total shareholding % Beneficial shareholder categories Pension funds 109 547 597 32,5 Unit trusts 75 129 408 22,3 Mutual fund 41 502 646 12,3 Sovereign wealth 21 274 173 6,3 Private investor 18 492 242 5,5 Trading position 13 556 236 4,0 Exchange traded fund 11 721 490 3,5 Insurance companies 9 132 672 2,7 Hedge fund 5 764 815 1,7 Custodians 3 122 185 0,9 Corporate holding 2 389 015 0,7 Charity 2 136 209 0,6 Black economic empowerment 1 586 955 0,5 Medical aid scheme 1 547 067 0,5 University 753 022 0,2 Investment trust 563 010 0,2 ESG 234 689 0,1 Private equity 76 548 0,0 Foreign government 46 561 0,0 Remainder 18 327 672 5,5 336 904 212 100,0 Geographical split of beneficial shareholders Region South Africa 226 901 758 67,4 United States of America and Canada 49 961 568 14,8 United Kingdom 8 492 269 2,5 Europe 26 834 962 8,0 Rest of World¹ 24 713 655 7,3 336 904 212 100,0 1 Represents all shareholdings except those in the above regions. BIDCORP 2026 Consolidated annual financial statements86 Shareholders’ information for the year ended June 30
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Shareholder spread Number of holders % of total shareholders Number of shares % of issued capital 1 – 1 000 shares 40 394 86,4 9 067 709 2,7 1 001 – 10 000 shares 5 037 10,8 13 795 845 4,1 10 001 – 100 000 shares 977 2,1 32 060 265 9,5 100 001 – 1 000 000 shares 290 0,6 92 866 025 27,6 1 000 001 shares and above 44 0,1 189 114 368 56,1 Total 46 742 100,0 336 904 212 100,0 Shareholder type Number of holders % of total shareholders Number of shares % of issued capital Non-public shareholders 12 0,03 3 896 085 1,2 Directors and related holdings 8 0,02 1 103 504 0,3 Bidvest Pension/Retirements Funds 3 0,01 132 698 0,0 BTW Investments (Pty) Limited 1 – 2 659 883 0,8 Public shareholders 46 730 99,97 333 008 127 98,8 Total 46 742 100,00 336 904 212 100,0 BIDCORP 2026 Consolidated annual financial statements 87 Analysis of shareholding for the year ended June 30
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Financial yearend June 30 Annual general meeting October 22 Reports and accounts Interim report for the half-year ending December 31 February Announcement of annual results August/September Annual report August/September Dividends Declaration Payment Interim dividend February/March March/April Final dividend August/September September/October BIDCORP 2026 Consolidated annual financial statements88 Shareholders’ diary
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Administration Directors Independent non-executive chairman: S Koseff Lead independent non-executive director: NG Payne Independent non-executive directors: T Abdool-Samad, PC Baloyi, TJ Brown, B Joffe, KR Moloko, K Ostin*, CJ Rosenberg*, H Wiseman** Executive directors: BL Berson* (chief executive officer), DE Cleasby (chief financial officer) * Australian ** British Bid Corporation Limited (Bidcorp or the group or the company) Incorporated in the Republic of South Africa Registration number: 1995/008615/06 Share code: BID ISIN: ZAE000216537 Company secretariat Bidcorp Corporate Services (Pty) Limited Represented by L Roos Registered office Bid Corporation Limited 2nd Floor North Wing, 90 Rivonia Road Sandton, 2196 Service providers Bankers ABSA Bank Limited ASB Bank Limited Bank of America Barclays Bank PLC Bank of China Limited BNP Paribas Fortis Ceskoslovenská obchodni banka, a.s (CSOB) Commonwealth Bank of Australia Limited HSBC Bank plc Internationale Nederlanden Groep (ING) Natwest Nedbank Limited The Standard Bank of South Africa Limited Standard Chartered PLC Legal advisers Baker & McKenzie Edward Nathan Sonnenbergs Transfer secretaries JSE Investor Services (Pty) Limited 2 Gwen Lane, Sandton, 2196 Sponsor The Standard Bank of South Africa Limited 30 Baker Street, Rosebank, 2196 Independent auditor KPMG Inc. Registration number: 1999/021545/2 KPMG Crescent, 85 Empire Road, Parktown, 2193 Feedback We welcome any feedback on this report. You are invited to email: investorrelations@bidcorp.co.za 2026 annual reporting suite
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