Annual financial statement
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30 June 2026 The Bidvest Group Limited Audited Consolidated Annual Financial Statements for the year ended
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Contents Page Responsibility reporting Directors' responsibility for the financial statements 1 Chief executive officer and chief financial officer responsibility statement 1 Declaration by company secretary 2 Preparer of financial statements 2 Independent auditors report 3-10 Directors' report 11-13 Audit committee report 14-16 Group financial statements Consolidated income statement 17 Consolidated statement of other comprehensive income 18 Consolidated statement of cash flows 19 Consolidated statement of financial position 20 Consolidated statement of changes in equity 21 Notes to the consolidated financial statements 22-90 Additional information Annexure A: Interest in subsidiaries and associates 91-98 Shareholder information 99-100 Administration 101 Consolidated Annual Financial Statements
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Directors' responsibility for the financial statements To the shareholders of The Bidvest Group Limited Mr BF Mohale Ms NT Madisa Mr MJ Steyn Chairman Chief Executive Chief Financial Officer 28 August 2026 Each of the directors, whose names are stated below, hereby confirms that: Ms NT Madisa Mr MJ Steyn Chief Executive Chief Financial Officer 28 August 2026 The directors are also responsible for the controls over, and the security of the Group’s website and, where applicable, for establishing and controlling the process for electronically distributing annual reports and other financial information to shareholders and to the Companies and Intellectual Property Commission, assuring that reports disseminated electronically agree with the signed off reports. ● where we are not satisfied, we have disclosed to the Audit Committee and the auditors any deficiencies in design and operational effectiveness of the internal financial controls and have remediated the deficiencies; and The directors are responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRS® accounting standards, the interpretations adopted by the International Accounting Standards Board, the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee and the Financial Reporting Pronouncements as issued by the Financial Reporting Standards Council, the Listings Requirements of the JSE Limited (JSE Listings Requirements), and in terms of the requirements of the Companies Act of South Africa. The directors’ responsibility also includes maintaining adequate accounting records and an effective system of risk management. The directors have made an assessment of the Group’s ability to continue as a going concern and there is no reason to believe that the Group will not be a going concern in the year ahead. The consolidated financial statements of the Group for the year ended 30 June 2026, were approved by the board of directors and are signed on its behalf by: The directors’ responsibility includes: designing, implementing and maintaining internal controls relevant to the preparation and fair presentation of these financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances. The auditors are responsible for reporting on whether the consolidated financial statements are fairly presented in accordance with IFRS® accounting standards and in terms of the requirements of the Companies Act of South Africa. Chief executive officer and chief financial officer responsibility statement ● The annual financial statements set out on pages 17 to 98, fairly present in all material respects the financial position, financial performance and cash flows of The Bidvest Group Limited in terms of IFRS accounting standards; ● to the best of our knowledge and belief no facts have been omitted or untrue statements made that would make the consolidated annual financial statements false or misleading; ● internal financial controls have been put in place to ensure that material information relating to The Bidvest Group Limited and its consolidated subsidiaries have been provided to effectively prepare the consolidated financial statements of The Bidvest Group Limited; ● the internal financial controls are adequate and effective and can be relied upon in compiling the consolidated annual financial statements, and we have fulfilled our role and function as executive directors with primary responsibility for implementation and execution of controls; We are pleased to confirm that no fraudulent activities involving directors were experienced in the Group during the past year. ● we are not aware of any fraud involving directors. 1 Consolidated Annual Financial Statements
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Declaration by company secretary Ms NC Katamzi Company Secretary 28 August 2026 Preparer of financial statements The consolidated and separate financial statements have been prepared under the supervision of the Chief Financial Officer, Mr MJ Steyn BCom CA (SA). In my capacity as company secretary, I hereby confirm, in terms of Section 88(2)(e) of the Companies Act of South Africa, that for the year ended 30 June 2026, the Company has lodged with the Registrar of Companies, all such returns as are required in terms of this Act and that all such returns are true, correct and up to date. 2 Consolidated Annual Financial Statements
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PricewaterhouseCoopers Inc.4 Lisbon Lane, Waterfall City, Jukskei View, 2090Private Bag X36, Sunninghill, 2157T: +27 (0) 11 797 4000 Chief Executive Officer: M A Tshesane The Company's principal place of business is at 4 Lisbon Lane, Waterfall City, Jukskei View, where a list of directors' names is available for inspection. www.pwc.co.zaReg. no. 1998/012055/21, VAT reg.no. 4950174682 Independent auditor’s reportTo the shareholders of The Bidvest Group LimitedReport on the audit of the consolidated financial statementsOur opinionIn our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of The Bidvest Group Limited (the Company) and its subsidiaries (together the Group) as at 30 June 2026, and its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with IFRS Accounting Standards and the requirements of the Companies Act of South Africa.What we have auditedThe Bidvest Group Limited's consolidated financial statements set out on pages 17 to 98 comprise:•the consolidated statement of financial position as at 30 June 2026;•the consolidated income statement for the year then ended;•the consolidated statement of other comprehensive income for the year then ended;•the consolidated statement of changes in equity for the year then ended;•the consolidated statement of cash flows for the year then ended; and•the notes to the financial statements, including material accounting policy information.Basis for opinionWe 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 financial statementssection of our report. 3 Consolidated Annual Financial Statements
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We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. IndependenceWe are independent of the Group 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).Our audit approachOverviewR438,318,850, which represents 5% of consolidated profit before tax from continuing operations.We performed full scope audits on 29 components, including the Company. In addition, 8 components were scoped in to perform an audit of on one or more classes of transactions or account balances.•Impairment assessment of indefinite useful life intangible assets and goodwill.As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the consolidated financial statements. In particular, we considered where the directors made subjective judgements; for example, in respect of significant accounting estimates that involved making assumptions and considering future events that are inherently uncertain. As in all of our audits, we also addressed the risk of management override of internal controls, including among other matters, consideration of whether there was evidence of bias that represented a risk of material misstatement due to fraud.In terms of the IRBA Rule on Enhanced Auditor Reporting for the Audit of Financial Statements of Public Interest Entities, published in Government Gazette Number 49309 dated 15 September 2023 (EAR Rule), we report final materiality and group audit scope below.Final materialityThe scope of our audit was influenced by our application of materiality. An audit is designed to obtain reasonable assurance whether the consolidated financial statements are free from material misstatement. Misstatements may arise due to fraud or error. They are considered material if individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the consolidated financial statements. 4 Consolidated Annual Financial Statements
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Based on our professional judgement, we determined certain quantitative thresholds for materiality, including the final materiality for the consolidated financial statements as a whole as set out in the table below. These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both individually and in aggregate on the consolidated financial statements as a whole. Consolidated financial statementsFinal materiality R438,318,850How we determined it 5% of consolidated profit before tax from continuing operations. Rationale for the materiality benchmark applied We chose profit before tax as the benchmark because, in our view, it is the benchmark against which the performance of the Group is most commonly measured by users and is a generally accepted benchmark. We chose 5% which is consistent with quantitative materiality thresholds used for profit-oriented companies and is further based on our professional judgement after consideration of qualitative factors that impact the Group. 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 those components in the Group that are likely to include risks of material misstatement to the Group's financial statements and the extent of audit procedures to perform at those components to address those risks. We identified 29 components which were subject to full scope audits. We also identified 8 components, at which further audit procedures were performed on one or more classes of transactions or account balances based on the assessed risks of material misstatement to the consolidated financial statements. In addition, we performed risk assessment analytics on the remaining non-significant components. In establishing the overall approach to the Group audit, we determined the type and extent of work that needed to be performed by us, as the group auditor, or component auditors from other PwC network firms. Where the work was performed by component auditors, we determined the level of involvement necessary in the audit work at those components (including their scoping considerations regarding their respective components) to be able to conclude whether sufficient appropriate audit evidence has been obtained as a basis for our audit opinion on the consolidated financial statements as a whole. 5 Consolidated Annual Financial Statements
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Key audit matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. In terms of ISA 701 Communicating key audit matters in the independent auditor’s report/ the EAR Rule (as applicable), we are required to report key audit matters and the outcome of audit procedures or key observations with respect to the key audit matters, and these are included below. Key audit matter How our audit addressed the key audit matter Impairment assessment of indefinite useful life intangible assets and goodwill Refer to notes 9.4 and 9.5 in the consolidated financial statements. As at 30 June 2026, the Group’s consolidated statement of financial position included goodwill with a closing carrying value of R26.2 billion, and indefinite useful life intangible assets with a closing carrying value of R10.0 billion. An impairment was recognised against indefinite useful life intangible assets in the current year. No impairment was recognised against goodwill. Assets that are not subject to amortisation, such as goodwill and indefinite useful life intangible assets, are required to be assessed for impairment annually, or more frequently if there is an indicator of impairment in accordance with International Accounting Standard 36 Impairment of assets (“IAS 36”). Management performed an annual impairment assessment for goodwill and indefinite useful life intangible assets. The recoverable amount, as determined for the purpose of the impairment calculation, is calculated as the higher of the fair value less costs of disposal and the value-in-use for the applicable cash-generating unit (“CGU”) to which the intangible asset is allocated, or the applicable operating segment for goodwill impairment testing. In determining the recoverable amount, management made assumptions and applied significant judgement. The recoverable amount is sensitive to changes in future cash flows, which are estimated over the five year forecast period and incorporates approved financial budgets covering the periods. Key assumptions included: Forecast cash flows which incorporate growth rates; Terminal growth rates; and Our audit addressed this key audit matter as follows: We evaluated the valuation methodology applied by management against generally accepted valuation methods and IAS 36, noting no inconsistencies. Using our valuations expertise, for a sample of operating segments and CGUs, we assessed the reasonableness of the discount rates determined by management by comparing the key inputs - the cost of debt (adjusted for the contribution of the lease discount rate in accordance with IFRS 16 Leases), the risk-free rate, the market risk premium, the debt/equity ratio and the beta of comparable companies - to data obtained from independent external sources. For a sample of operating segments and CGUs we performed the following procedures: We obtained independently sourced terminal growth rates from independent external sources. Using independent assumptions and the discount rates assessed as reasonable above, we tested for the possible impairment of goodwill and indefinite useful life intangible assets by performing calculations based on value in use and/or, where applicable, fair value less costs of disposal. With regards to goodwill, the testing was performed at the operating segment level given this is the level at which management monitors the goodwill. With regards to indefinite useful life intangible assets, we performed the testing at the cash-generating unit (“CGU”) level. Specific procedures performed over key assumptions and inputs utilised in our independent impairment test included the following: 6 Consolidated Annual Financial Statements
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Key audit matter How our audit addressed the key audit matter Pre-tax discount rates. The impairment assessment is considered to be a matter of most significance to the current year audit given the quantum of the indefinite useful life intangible assets and goodwill balances as at year end, as well as a result of the judgement applied in determining the key assumptions above, being the forecast cash flows (including growth rates), the terminal growth rates and the pre-tax discount rates. oAssessing the reliability of the forecasts by comparing current year actual results with the prior year budgeted results. oDeveloping independent growth projections by first obtaining an understanding of management’s plans for the operating segment or CGU and, where the forecast growth rates exceeded inflationary levels, adjusting those rates having considered historically achieved growth rates, management’s history of forecasting accurately, and macroeconomic factors including consumer price inflation and gross domestic product growth. o Comparing the terminal growth rates to consensus long-term inflation rates obtained from independent sources. o Agreeing the carrying values of the operating assets and liabilities included in the CGU and the segment to underlying accounting records, noting no material differences. Performing an independent impairment calculation using the assumptions developed above, and comparing the recoverable amount of each segment and CGU to its carrying amount. Performing sensitivity analyses over the growth rates, terminal growth rates and pre-tax discount rates to determine whether reasonably possible changes in those assumptions would give rise to a materially different impairment. Based on these calculations, we did not identify any material additional impairments. For the Group’s investment in Adcock Ingram Holdings Proprietary Limited, we considered the indicative fair value arising from Infinite Partners purchasing shares owned by the Group subsequent to year end (refer note 13.7 Subsequent events), and compared the value implied by that transaction to the carrying amount of the goodwill and indefinite useful life intangible assets allocated to the Adcock Ingram segment. We did not identify any impairment. Other information The directors are responsible for the other information. The other information comprises the information included in the document(s) titled "The Bidvest Group Limited Audited Consolidated Annual Financial Statements for the year ended 30 June 2026" and the document titled “The Bidvest Group Limited Audited 7 Consolidated Annual Financial Statements
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Annual Financial Statements for the year ended 30 June 2026", which include(s) the Directors' report, the Audit 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 auditor’s report, and the document(s) titled "Bidvest Integrated Report 2026 for the year ended 30 June" and "Bidvest Sustainability and Governance Report 2026 for the year ended 30 June", which are expected to be made available to us after that date. The other information does not include the consolidated or the separate financial statements and our auditor’s reports thereon. Our opinion on the consolidated financial statements does not cover the other information and we do not and will not express an audit opinion or any form of assurance conclusion thereon. In connection with our audit of the consolidated financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed on the other information that we obtained prior to the date of this auditor’s report, 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 financial statements The directors are responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRS Accounting Standards and the requirements of the Companies Act of South Africa, and for such internal control as the directors determine is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.1 In preparing the consolidated financial statements, the directors are responsible for assessing the Group'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 or to cease operations, or have no realistic alternative but to do so. Auditor's responsibilities for the audit of the consolidated financial statements Our objectives are to obtain reasonable assurance about whether the consolidated 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 1The examination of controls over the maintenance and integrity of the Group’s website is beyond the scope of the audit of the financial statements. Accordingly, we accept no responsibility for any changes that may have occurred to the financial statements since they were initially presented on the website. 8 Consolidated Annual Financial Statements
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the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated 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 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'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'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 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 to cease to continue as a going concern. • Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated 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. 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 to 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. 9 Consolidated Annual Financial Statements
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From the matters communicated with the directors, we determine those matters that were of most significance in the audit of the consolidated 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 PricewaterhouseCoopers Inc. has been the auditor of The Bidvest Group Limited for eight year(s). a LEGITOSIGN1 PricewaterhouseCoopers Inc. Director: MA Tshesane Registered Auditor Johannesburg, South Africa 28 August 2026 10 Consolidated Annual Financial Statements
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Directors' report Nature of business Financial results Acquisitions and disposals Share Capital In addition to the above, Bidvest Services International acquired the Singapore based Cleanbio Hygiene for SGD 1,7 million (R23 million) and Arepla a Spanish pest control company for EUR 761 thousand (R15 million). These minor acquisitions enhance the Group's product and service offerings in the respective regions. The directors have pleasure in presenting their report for the year ended 30 June 2026. The company is an investment holding company, listed on the JSE Limited, with subsidiaries operating in the services, trading and distribution industries. The directors are of the opinion that the financial statements set out on pages 17 to 98 fairly present the financial position of the Group as at 30 June 2026 and the results of its operations and cash flows for the year then ended. The directors are satisfied that the Group has adequate resources to continue in operational existence for the foreseeable future. Accordingly, the directors continue to adopt the going concern basis in preparing the financial statements. Effective 14 October 2025 Bidvest Services (Pty) Ltd acquired 100% of the ordinary share capital and voting rights of the Aquatico Group of companies (Aquatico), comprising primarily of Aquatico Scientific (Pty) Ltd, Aquatico Laboratories (Pty) Ltd, Aquatico Monitoring (Pty) Ltd and Aquatico Analytical (Pty) Ltd. Aquatico, established in 1998, is a Pretoria based environmental monitoring and testing laboratory specialising in environmental monitoring, laboratory analyses and scientific assessment reports delivered using cutting edge technology and innovation to an extensive customer base. The acquisition price of R1,5bn was funded using the Group's existing facilities and cash resources. The acquisition is included in the Bidvest Services South Africa segment and compliments last year's acquisition of Synerlytic Group Holdings (Pty) Ltd (WearCheck) and augments the Group's Testing, Inspection, and Certification (TIC) offering. On 1 March 2026 Bidvest Automotive disposed of its 50% holding in Autohaus Centurion Pty Ltd (Autohaus) for R60 million. Autohaus is an authorised Volkswagen and Audi dealership situated in Centurion, which provides a complete range of automotive solutions including new and pre-owned vehicle sales, certified vehicle servicing, genuine parts, and specialised maintenance plans. Over time the Group prefers to own 100% of it's subsidiaries, when this cannot be achieved the investment is reassessed. The decision was made to divest from Autohaus and WearCheck Ghana. The Group has received a binding offer of R140 million from a private equity-led financial services consortium for 100% of the share capital of Bidvest Life. Key conditions precedent, including regulatory approval, are required to consummate this transaction. Since 1 July 2024 the relevant requirements of IFRS 5 have been met for Bidvest Bank and Bidvest Life, which constitute a group of cash generating units, to be classified as a disposal group, available for sale in its present condition and a discontinued operation. The Group is committed to the disposal process and its ultimate successful conclusion. Disposal group held-for-sale On 24 June 2026 Bidvest Automotive disposed of its 100% holding in Autosure Pty Ltd (Autosure) for R13,5 million. Autosure is an underwriting management agency specialising in insurance and value-added products and services in the South African motor retail industry. The synergies expected from Autosure, which was acquired in November 2022, did not materialised and upon reassessment the decision was made to dispose of this investment. On 23 June 2026 Bidvest Services South Africa disposed of its 75% holding in WearCheck Ghana Ltd for R9 million of which R6 million has been deferred. WearCheck Ghana provides condition monitoring and tribology services from it's Ghanaian laboratory facilities. 17 013 717 unissued ordinary shares, 5% of the issued share capital of the company as at 20 October 2025, were placed under the control of the directors at the Annual General Meeting (AGM) held on 1 December 2025. The Company did not issue any shares during the year to settle share replacement and appreciation rights (2025: nil). Further details of the authorised and issued share capital appear in note 13.1. of the annual financial statements. 11 Consolidated Annual Financial Statements
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Directors' report Movement in treasury shares Special resolutions Dividends Declaration date Friday, 28 August 2026 Last day to trade cum dividend Monday, 21 September 2026 First day to trade ex-dividend Tuesday, 22 September 2026 Record date Friday, 25 September 2026 Payment date Monday, 28 September 2026 Directorate Ms NT Madisa (CEO) Mr MJ Steyn (CFO) Mr BF Mohale (Chairman) Dr L Boyce Ms FN Khanyile Mr KL Shuenyane Ms SN Mabaso-Koyana Dr RD Mokate Ms GC McMahon Mr DS Masata Ms MG Khumalo Directors’ interest 2026 2025 number number Beneficial 460,508 309,909 Held in terms of The Bidvest Incentive Scheme: * Replacement rights 42,500 42,500 * Refer note 12.2 Directors' remuneration and note 12.1 Share-based payments (notes to the annual financial statements) The names of the directors who were in office during the period 1 September 2025 to 28 August 2026 are as follows: The aggregate interest of the directors in the share capital of the Company at 30 June 2026 were: The following Special resolutions were passed at the AGM held on 1 December 2025 ● non-executive directors' remuneration for FY26; ● general authority to repurchase shares subject to the provisions of the MoI and the JSE Listing Requirements; and ● general authority to provide direct or indirect financial assistance to all related and inter-related entities in terms of sections 44 and 45 of the Companies Act. A total of 1 070 373 ordinary shares were acquired at an average price of R228,27 per share and disposed of at an average price of R226,26 per share in settlement of equity settled share based payments schemes (2025: 1 568 947). The directors declared an interim gross cash dividend of 495 cents (396 cents net of dividend withholding tax, where applicable) per ordinary share paid to ordinary shareholders recorded in the register on the record date, being Friday, 27 March 2026. The dividend was declared from income reserves. Subsequent to the year end, the board has declared a final gross cash dividend of 483 cents (386,4cents net of dividend withholding tax, where applicable) per ordinary share for the year ended 30 June 2026 to those shareholders recorded in the register on the record date, being Friday, 25 September 2026. The salient dates are: The dividend will be paid out of income reserves. A dividend withholding tax of 20% will be applicable to all shareholders who are not exempt. 12 Consolidated Annual Financial Statements
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Directors' report Directors’ shareholding Beneficial 2026 2025 Director number number Direct Direct Ms NT Madisa 300,759 205,047 Ms GC McMahon 55,438 31,949 Mr MJ Steyn 102,893 72,913 Mr KL Shuenyane 1,418 - 460,508 309,909 Directors’ and officers’ disclosure of interest in contracts Company secretary The business and postal address of the secretary, which is also the registered address of the Company, is Bidvest House, 18 Crescent Drive, Melrose Arch, Melrose, Johannesburg, 2196. For the 2026 financial year, and in compliance with paragraph 5.7(f) of the JSE Listings Requirements, the board evaluated Ms NC Katamzi, the Company Secretary, and was satisfied that she was competent, suitably qualified and experienced. Furthermore, since she was not a director, nor was she related to or connected to any of the directors, thereby negating a potential conflict of interest, it was agreed that she maintained an arm’s-length relationship with the board. During the financial year, no contracts were entered into in which directors and officers of the Company had an interest and which significantly affected the business of the Group. The directors had no interest in any third party or company responsible for managing any of the business activities of the Group. The interests of the directors remained unchanged from the end of the financial year to date of this report. The individual beneficial interests declared by the current directors and officers in the Company’s share capital at 30 June 2026, held directly or indirectly, was: 13 Consolidated Annual Financial Statements
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Audit committee report Composition Frequency and attendance of meetings 01 Dec 26 Feb 3 Jun 25 Aug 27 Aug Audit 2025 2026 2026 2026 2026 Ms SN Mabaso-Koyana (chairperson) √ √ √ √ √ Dr L Boyce √ √ √ √ √ Ms MG Khumalo √ √ √ √ √ Dr RD Mokate √ √ √ √ √ Mr KL Shuenyane √ √ √ √ √ Statutory duties External auditor The Group audit committee (“the Committee”) is pleased to present its report in terms of section 94 of the Companies Act, 71 of 2008 as amended (“the Companies Act”), the King Code of Governance for South Africa, 2025 (“King V”) and the JSE Listings Requirements for the financial year ended 30 June 2026. The Committee has conducted its work in accordance with the written terms of reference approved by the board. The Bidvest board has mandated the Committee as the audit committee of all Group companies which have a statutory requirement to have an audit committee, with the exception of companies which have established committees under banking or insurance legislation. In addition to its statutory responsibilities, the Committee’s main objective is to assist the board in fulfilling its oversight responsibilities, particularly in relation to the evaluation of the adequacy and effectiveness of accounting policies, internal controls, financial and corporate reporting processes, and assessing the effectiveness of the internal auditors. As at the date of this report the Committee comprises the following members, who have the necessary skills and experience to fulfil the duties of the committee: ● Ms SN Mabaso-Koyana (Independent Non-executive director and Chairperson) – appointed 2021 ● Dr L Boyce (Independent Non-executive director) – appointed 2021 ● Dr RD Mokate (Independent Non-executive director) – appointed 2018 ● Mr KL Shuenyane (Independent Non-executive director) – appointed 2023 ● Ms MG Khumalo (Independent Non-executive director) – appointed 2022 The Committee is satisfied that it has performed the statutory requirements for an audit committee as set out in the Companies Act as well as the functions set out in the terms of reference and that it has therefore complied with its legal, regulatory, and other responsibilities. There were no Reportable Irregularities for The Bidvest Group Limited. No complaints about the financial reporting were brought to the attention of the Audit Committee. The appointment of all members of the Committee is subject to shareholders’ approval at the next annual general meeting to be held on Tuesday, 1 December 2026. The profiles of the members, including their qualifications, can be viewed on the Group website, www.bidvest.co.za/non-executive-directors.php. The Committee ensured that the designated external audit partner has not exceeded a five year tenure in this role. The Committee, in consultation with executive management, agreed to the engagement letter, terms, audit plan and budgeted audit fees. The committee nominated and recommended the re-appointment of the external auditor, PricewaterhouseCoopers Inc, to the shareholders in compliance with the Companies Act and the appointment of Ms A Tshesane as designated auditor for the 2027 financial year. The Committee satisfied itself that the audit firm is accredited and that PricewaterhouseCoopers Inc was independent of the Company, which evaluation included consideration of the criteria relating to independence proposed by the Independent Regulatory Board for Auditors. 14 Consolidated Annual Financial Statements
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Audit committee report Key audit matters Internal audit Internal financial control Risk management The Committee has satisfied itself that the internal audit function was appropriately independent. The internal audit charter and the internal audit plan were approved by the Committee. Internal audit has access to the Committee, primarily through its chairperson. The Committee has the following responsibilities for internal audit: We have considered the reports of management, internal audit and external audit in arriving at our conclusion that the Company’s system of internal controls and risk management is effective and that the internal financial controls form a sound basis for the preparation of reliable financial statements. No material breakdown in controls was identified during the year. The Committee is responsible for reviewing the effectiveness of systems for internal control, financial reporting and financial risk management and considering the major findings of any internal investigations into control weaknesses, fraud or misconduct and management's response thereto. We have considered and relied on the work of the Risk Committee as well as the Social, Ethics and Transformation Committee on the non-financial related risk areas. The Committee has applied its mind to the key audit matters identified by the external auditors and is comfortable that these have been adequately addressed and disclosed. These items, which required significant judgment, were: - review the quality and effectiveness of the external audit process and performance against their audit plan. - define a policy for non-audit services and pre-approve non-audit services to be provided by the external auditor; An anonymous ethics line is in place. The service is managed by Deloitte and is independent of Bidvest. All calls reported are in total anonymity and without fear of discrimination. Monthly reports are provided by the independent service provider. The monitoring of reports from this service is shared between this Committee and the Social, Ethics and Transformation Committee. The Committee is satisfied that appropriate disciplinary, criminal and civil action has been taken where necessary. ● Obtaining independent assurance on the effectiveness of the IT internal controls; ● overseeing the value delivery on IT and monitoring the return on investments on significant IT projects; ● overseeing that data is considered a corporate data and protected and secured accordingly; The Committee has reviewed the performance, qualifications and expertise of the Chief Audit Executive, Ms LC Berrington, and is satisfied with the appropriateness of her expertise. ● ensuring that IT forms an integral part of the Company’s risk management. ● Key judgments and estimates used in assessing the impairment of indefinite useful life intangible assets and goodwill. ● The appointment, performance assessment and/or dismissal of the internal auditor; ● to approve the internal audit charter and the internal audit plan; and ● to ensure that the internal audit function is subject to an independent quality review as and when the Committee determines appropriate. ● overseeing that artificial intelligence is used responsibly in accordance with the Group’s Code of AI Practices; and The Committee, in conjunction with the Risk Committee, is responsible for: - nominate the external auditor for appointment by the shareholders; Profession Act, 2005, identified and reported by the external auditor; - approve the annual audit fee and terms of engagement of the external auditor; The Committee ensured that the auditors did not provide any prohibited services, nor any services that include a threat of self-review. Non- audit services are pre-approved in terms of the delegation of authority matrix and are generally of an assurance nature, and are not material in relation to the external audit fee. The Committee has the following responsibilities for external audit: ● Recommends the appointment of external auditor and oversees the external audit process. In this regard the Committee must: - ensure that there is a process for the Committee to be informed of any reportable irregularities as defined in the Auditing - monitor and report on the independence of the external auditor in the annual financial statements; 15 Consolidated Annual Financial Statements
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Audit committee report Combined assurance Expertise of the Chief Financial Officer and finance function Going concern Recommendation of the annual financial statements for approval by the board On behalf of the Committee Ms SN Mabaso-Koyana Chairperson 28 August 2026 The Committee recommended the Company’s annual financial statements for approval by the board. The Committee is of the view that the framework in place for combined assurance is adequate and is achieving the objective of an effective, integrated approach across the disciplines of risk management, compliance and audit. The Committee has reviewed the current performance and future requirements for the financial management of the Company and concluded that the Chief Financial Officer and current team has the appropriate skills, experience and expertise required to fulfil the finance function. The Committee critically reviewed the documents prepared by management in which they assessed the going concern status of the Company. Management has concluded that the Company is a going concern. The Committee concurred with management’s assessment and recommended acceptance of this conclusion to the board. 16 Consolidated Annual Financial Statements
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Consolidated income statement for the year ended 30 June 2026 2025 Notes R'000 R'000 Continuing operations Revenue 5.1 130,321,400 126,605,406 Cost of revenue 5.2 (93,425,741) (91,540,464) Gross profit 36,895,659 35,064,942 Operating expenses 5.3 (24,246,055) (23,431,382) Net impairment losses on financial assets (99,154) (20,522) Other income 501,895 432,658 Trading profit 5.4 13,052,345 12,045,696 Share-based payment expense (452,306) (408,465) Acquisition costs and customer contracts amortisation (580,268) (761,286) Net capital items 5.6 (269,719) (145,312) Profit before finance charges and associate income 5.7 11,750,052 10,730,633 Net finance charges 10.1 (2,949,004) (2,747,082) Finance income 194,969 194,223 Finance charges (3,143,973) (2,941,305) (34,671) 177,570 Current period earnings 183,688 177,606 Net impairment losses on financial assets (218,359) - Net capital items 7.4 - (36) Profit before taxation 8,766,377 8,161,121 Taxation 6 (2,228,541) (1,901,745) Profit for the year from continuing operations 6,537,836 6,259,376 Discontinued operations (Loss) profit after tax from discontinued operations 14 (2,256) 181,214 Profit for the year 6,535,580 6,440,590 Attributable to Shareholders of the Company - continuing operations 6,148,085 5,887,328 Shareholders of the Company - discontinued operations (2,256) 181,214 Non-controlling interests 389,751 372,048 6,535,580 6,440,590 #REF! #REF! 7.3 1,809.0 1,732.1 7.3 1,807.9 1,729.3 (0.7) 53.3 (0.7) 53.2 1,808.4 1,785.5 1,807.3 1,782.5 Supplementary Information Normalised headline earnings per share (cents) - continuing operations 7.6 1,997.7 1,886.4 7.5 1,864.2 1,759.5 7.5 1,863.1 1,756.6 88.4 111.3 88.3 111.1 Normalised headline earnings per share (cents) - Group 2,033.4 1,952.7 1,952.6 1,870.8 1,951.4 1,867.7 Share of profit of associates and joint ventures Diluted basic earnings per share (cents) - continuing operations Basic earnings per share (cents) - continuing operations Headline earnings per share (cents) - continuing operations Diluted headline earnings per share (cents) - continuing operations Basic earnings per share (cents) - discontinued operations Diluted basic earnings per share (cents) - discontinued operations Basic earnings per share (cents) - Group Diluted basic earnings per share (cents) - Group Headline earnings per share (cents) - discontinued operations Diluted headline earnings per share (cents) - discontinued operations Headline earnings per share (cents) - Group Diluted headline earnings per share (cents) - Group 17 Consolidated Annual Financial Statements
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Consolidated statement of other comprehensive income for the year ended 30 June 2026 2025 R'000 R'000 Profit for the year 6,535,580 6,440,590 Other comprehensive income (expense) net of taxation Items that may be reclassified subsequently to profit or loss (928,593) (710,719) Decrease increase in foreign currency translation reserve Exchange differences arising during the year (985,973) (138,987) Decrease in fair value of cash flow hedges 57,380 (571,732) Fair value gain (loss) arising during the year 74,572 (767,758) Taxation effect for the year (17,192) 196,026 Other comprehensive income transferred to profit or loss (253,477) 640,672 Realisation of exchange differences on disposal of subsidiaries (1,260) (180) Hedging (loss) gain reclassified (336,290) 854,470 Taxation effect 84,073 (213,618) Other comprehensive income recycled to profit or loss due to ineffective hedging relationship9,923 (15,536) Accumulated gains recycled to Income statement 18,865 (16,237) Taxation effect (8,942) 701 Items that will not be reclassified subsequently to profit or loss Other comprehensive income after tax from discontinued operations 16,622 27,286 Changes in the fair value of financial assets recognised through other comprehensive income- 249 Defined benefit obligations (4,546) (9,963) Net remeasurement of defined benefit obligations during the year (6,224) (13,648) Taxation effect for the year 1,678 3,685 5,375,509 6,372,579 Attributable to Shareholders of the Company - continuing operations 5,008,125 5,790,967 Shareholders of the Company - discontinued operations 14,366 208,500 Non-controlling interest 353,018 373,112 5,375,509 6,372,579 Total comprehensive income for the year 18 Consolidated Annual Financial Statements
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Consolidated statement of cash flows for the year ended 30 June 2026 2025 Notes R'000 R'000 Cash flows from operating activities 9,020,100 6,230,717 Cash generated by operations 5.8 17,114,780 14,615,937 Finance income 10.1 194,339 171,938 Finance charges 10.1 (2,942,123) (2,645,296) Taxation paid 6.2 (2,222,558) (2,487,162) Dividend income received 112,917 117,270 Distributions to shareholders 13.2 (3,469,630) (3,301,770) Net operating cash flows from discontinued operations 232,375 (240,200) Cash flows from of investment activities (4,096,331) (12,333,549) Amounts advanced to associates (112,842) (110,147) Proceeds on disposal of investments 8.3 129,628 623,399 Investments acquired 8.3 (144,743) (616,013) Additions to property, plant and equipment (3,091,820) (3,273,726) Additions to intangible assets (108,871) (216,889) Proceeds on disposal of property, plant and equipment 307,893 344,938 Proceeds on disposal of intangible assets - 3,327 Acquisition of businesses, subsidiaries and associates 9.2 (1,520,282) (9,008,459) Proceeds on disposal of interests in subsidiaries and associates 9.3 (11,292) 20,052 Net investment cash flows from discontinued operations 455,998 (100,031) Cash flows from financing activities (3,783,843) 5,462,703 Acquisition of treasury shares in settlement of share based payments (244,333) (442,875) Acquisition of non-controlling interests 9.1 - (18,069) Disposal of non-controlling interests 9.1 94,602 - Termination of cross currency swaps 18,897 316,951 Repayment of lease liabilities 8.2 (1,725,081) (1,623,387) Borrowings raised 10.4 13,982,177 21,172,164 Borrowings repaid 10.4 (15,859,798) (13,899,526) Net financing cashflows from discontinued operations (50,307) (42,555) Net increase (decrease) in cash and cash equivalents 1,139,926 (640,129) Cash and cash equivalents at beginning of year 7,417,733 7,799,481 Effects of exchange rate fluctuations on cash and cash equivalents (387,496) 258,381 Cash and cash equivalents at end of year 8,170,163 7,417,733 Cash and cash equivalents comprise Cash and cash equivalents - continuing operations 10.2 6,266,605 6,193,638 Cash and cash equivalents - discontinued operations 14 2,746,963 2,108,896 Bank overdrafts included in short-term portion of borrowings 10.3 (843,405) (884,801) 8,170,163 7,417,733 19 Consolidated Annual Financial Statements
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Consolidated statement of financial position at 30 June 2026 2025 Notes R'000 R'000 ASSETS Non-current assets 69,707,289 70,660,508 Property, plant and equipment 8.1 17,358,416 17,080,278 Right-of-use assets 8.2 5,738,031 4,837,147 Intangible assets 9.4 15,983,752 17,231,210 Goodwill 9.5 26,214,571 27,097,419 Deferred taxation assets 6.3 2,015,943 1,970,143 Defined benefit pension surplus 12.3 65,279 62,014 Interest in associates and joint ventures 8.4 1,027,796 1,143,595 Investments 8.3 1,287,478 1,211,912 Currency swap derivative asset 11.4 16,023 26,790 Current assets 41,057,707 41,745,990 Inventories 8.5 14,397,306 14,835,934 Currency swap derivative asset 11.4 111,654 - Trade and other receivables 8.6 19,890,426 20,127,631 Taxation 6.2 391,716 588,787 Cash and cash equivalents 10.2 6,266,605 6,193,638 Assets of disposal group held-for-sale 14 11,858,093 12,183,674 Total assets 122,623,089 124,590,172 EQUITY AND LIABILITIES Capital and reserves 43,417,017 41,414,557 Capital and reserves attributable to shareholders of the Company 13.1 39,958,283 38,044,650 Non-controlling interests 3,458,734 3,369,907 Non-current liabilities 37,084,868 43,595,814 Deferred taxation liabilities 6.3 4,904,458 5,308,499 Long-term portion of borrowings 10.3 26,671,466 33,751,708 Post-retirement obligations 12.3 56,993 54,079 Long-term portion of provisions 8.8 487,208 578,380 Long-term portion of lease liabilities 8.2 4,964,743 3,903,148 Current liabilities 32,944,843 30,088,429 Trade and other payables 8.7 22,068,161 22,554,599 Short-term portion of provisions 8.8 383,216 426,541 Vendors for acquisition 679 24,143 Taxation 6.2 349,360 230,403 Short-term portion of borrowings 10.3 8,532,468 5,336,113 Short-term portion of lease liabilities 8.2 1,610,959 1,516,630 Liabilities of disposal group held-for-sale 14 9,176,361 9,491,372 Total equity and liabilities 122,623,089 124,590,172 20 Consolidated Annual Financial Statements
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Consolidated statement of changes in equity for the year ended 30 June 2026 2025 R'000 R'000 Equity attributable to shareholders of the Company 39,958,283 38,044,650 Share capital 17,014 17,014 Share premium 1,367,796 1,367,796 Foreign currency translation reserve (558,775) 398,860 Balance at beginning of the year 398,860 528,750 Movement during the year (956,375) (129,710) Realisation of reserve on disposal of subsidiaries (1,260) (180) Hedging reserve (174,303) 3,387 Balance at beginning of the year 3,387 (40,109) Net (losses) gains arising during the year (254,494) 76,624 Accumulated gains recycled to Income statement 18,865 (16,237) Taxation recognised directly in reserve 66,881 (17,592) Taxation recycled to income statement (8,942) 701 Equity-settled share-based payment reserve 799,860 636,835 Balance at beginning of year 636,835 693,734 Arising during current year 424,834 408,062 Taxation recognised directly in reserve 5,412 (59,711) Utilisation during the year (304,427) (499,116) Modification from equity settled to cash settled (40,583) - Transfer to retained earnings 77,789 93,866 Movement in retained earnings 37,834,740 34,947,121 Balance at beginning of the year 34,947,121 32,081,248 Attributable profit 6,145,829 6,068,542 Changes in the fair value of financial assets recognised through other comprehensive income 16,622 27,447 Net remeasurement of defined benefit obligations during the year (4,635) (10,128) Gain arising on modified cash settled share-based payment liability 15,652 - Net dividends paid (3,219,871) (3,116,770) Transfer of reserves as a result of changes in shareholding of subsidiaries 11,811 (9,352) Transfer from equity settled share-based payment reserve (77,789) (93,866) Treasury shares 671,951 673,637 Balance at beginning of the year 673,637 675,641 Purchase of shares (244,333) (442,875) Shares disposed of in terms of share incentive scheme 242,647 440,871 Equity attributable to non-controlling interests of the Company 3,458,734 3,369,907 Balance at beginning of the year 3,369,907 3,207,958 Total comprehensive income 353,018 373,112 Attributable profit 389,751 372,048 Movement in foreign currency translation reserve (29,598) (9,277) Movement in cash flow hedge fund (7,224) 10,088 Changes in the fair value of financial assets recognised through other comprehensive income - 88 Net remeasurement of defined benefit obligations during the year 89 165 Dividends paid (249,759) (185,000) Movement in equity settled share-based payment reserve (60,942) (28,645) Arising during the period 11,419 13,434 Utilisation during the period (36,230) (31,916) Transfer to retained earnings (13,654) (10,163) Modification from equity settled to cash settled (22,477) - Transfer from share-based payment reserve 13,654 10,163 Gain arising on modified cash settled share-based payment liability 8,624 - Transactions with non-controlling interests 94,602 (18,069) Non-controlling interests of (disposed) acquired subsidiaries (58,559) 1,036 Transfer of reserves as a result of changes in shareholding of subsidiaries (11,811) 9,352 Total equity 43,417,017 41,414,557 21 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June Contents Note Page Note Page 1. Basis of preparation and consolidation 23 8.6 Trade and other receivables 45-48 2. New and revised accounting standards 23 8.7 Trade and other payables 49-50 3. Overview of Group structure 24 8.8 Provisions 51 4. Accounting estimates, judgements and fair values24-27 8.9 Lessor accounting 52 4.1 Critical accounting policies 24 8.10 Segmental operating assets 53 4.2 Key sources of uncertainty 25 8.11 Segmental operating liabilities 54 4.3 Critical accounting judgements in applying the 9. Business combinations, goodwill and intangibles 55-65 Group's accounting policies 25 9.1 Subsidiaries 55 4.4 Determination of fair values 25 9.2 Acquisition of businesses subsidiaries and 4.5 Impairment of non-financial asset 25 associates 56-57 4.6 Financial instruments 26 9.3 Disposals of businesses subsidiaries and associates 58 5. Operational performance 27-32 9.4 Intangible assets 59-63 5.1 Revenue 27-28 9.5 Goodwill 64-65 5.2 Cost of revenue 28 10. Cash and cash equivalents and Interest bearing borrowings65-69 5.3 Operating expenses 29 10.1 Net finance charges 65-66 5.4 Trading profit 29 10.2 Cash and cash equivalents 66 5.5 Earnings before interest, taxation, depreciation 10.3 Borrowings 67-69 and amortisation (EBITDA) 30 10.4 Net debt reconciliation 69 5.6 Net capital items 30 11. Risk management 70-76 5.7 Profit before finance charges and associate income31-32 11.1 Overview 70-71 5.8 Cash generated by operations 32 11.2 Credit risk 71 6. Taxation 33-35 11.3 Liquidity risk 71-72 6.1 Income tax expense 33 11.4 Market risk 73-76 6.2 Taxation paid 33 12. Staff remuneration 77-84 6.3 Deferred taxation 34-35 12.1 Share-based payments 77-79 7. Basic, headline and normalised earnings per share35-36 12.2 Directors' remuneration 80-81 7.1 Weighted average number of shares in issue 35 12.3 Post-retirement obligations 82-84 7.2 Attributable earnings 35 12.4 Segmental employees, benefits and remuneration 84 7.3 Basic earnings per share 35 13. Equity, distributions and group information 85-87 7.4 Headline earnings 36 13.1 Capital and reserves attributable to shareholders of 7.5 Headline earnings per share 36 the company 85 7.6 Normalised headline earnings per share 36 13.2 Distributions 86 8. Operating assets and liabilities 37-54 13.3 Capital management 86 8.1 Property, plant and equipment 37-39 13.4 Commitments 86 8.2 Right-of-use assets and lease liabilities 40-41 13.5 Contingent liabilities 86 8.3 Investments 42-43 13.6 Related parties 86-87 8.4 Interest in associates and joint ventures 43-44 13.7 Subsequent events 87 8.5 Inventories 45 13.8 Foreign exchange rates 88 14. Discontinued operations and disposal group held-for-sale89-90 22 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 1. Basis of preparation and consolidation 2. New and revised accounting standards Standard / interpretation Description Standard / interpretation Description IAS 21: (Amendments to), Lack of Exchangeability An entity is impacted by the amendments when it has a transaction or an operation in a foreign currency that is not exchangeable into another currency at a measurement date for a specified purpose. A currency is exchangeable when there is an ability to obtain the other currency (with a normal administrative delay), and the transaction would take place through a market or exchange mechanism that creates enforceable rights and obligations. IFRS 18: Presentation and Disclosure in Financial Statements The new and revised accounting standard adopted in the current period did not have a material impact on the Group results. 1 January 2026 (early adoption is available) 1 January 2027 Unless directly addressed in the note the impact of the aforementioned new standards, interpretations and amendments not yet effective is currently being assessed. The consolidated financial statements (financial statements) have been prepared in accordance with IFRS accounting standards, the interpretations adopted by the International Accounting Standards Board (IASB), the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee and the Financial Reporting Pronouncements as issued by the Financial Reporting Standards Council, the JSE Listings Requirements and in terms of the requirements of the Companies Act of South Africa. The financial statements are prepared on the historical cost basis, other than certain financial instruments, which are carried at their fair value. The preparation of consolidated statements in conformity with IFRS accounting standards requires the board of directors to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. Although estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances (the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources), the actual outcome may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. The financial statements are presented in South African Rands, the Group’s presentation currency. Assets and liabilities of foreign operations, including fair value adjustments arising on consolidation, are translated into South African Rands at rates of exchange ruling at the statement of financial position date. Income, expenditure and cash flow items are translated into South African Rands at rates approximating the foreign exchange rates ruling at the dates of the transactions. Foreign exchange differences arising on translation are recognised via other comprehensive income directly in equity as a foreign currency translation reserve. When a foreign operation is disposed of, in part or in full, and control is lost the relevant amount in the foreign currency translation reserve is transferred to the income statement. All financial information has been rounded to the nearest thousand unless stated otherwise. At the date of approval of the annual financial statements, the following new standards, interpretations and amendments that apply to the Group were in issue but not yet effective: The Group Audit Committee is satisfied that the critical accounting policies are appropriate to the Group and, except as detailed below, the accounting policies have been applied consistently to all periods presented in these financial statements. IFRS 9 and IFRS 7: (Amendment to), Classification and Measurement of Financial Instruments These amendments: ● clarify the requirements for the timing of recognition and derecognition of some financial assets and liabilities, with a new exception for some financial liabilities settled through an electronic cash transfer system; ● clarify and add further guidance for assessing whether a financial asset meets the solely payments of principal and interest (SPPI) criterion; ● add new disclosures for certain instruments with contractual terms that can change Reporting period beginning on or after This is the new standard on presentation and disclosure in financial statements, with a focus on updates to the statement of profit or loss. The key new concepts introduced in IFRS 18 relate to: ● the structure of the statement of profit or loss; ● required disclosures in the financial statements for certain profit or loss performance measures that are reported outside an entity’s financial statements (that is, management- defined performance measures); and ● enhanced principles on aggregation and disaggregation which apply to the primary financial statements and notes in general. The Group is currently assessing the impact of applying IFRS 18. A multi-disciplinary team has been established to plan the transition and determine what effect the requirements of the new standard will have on the existing accounting and reporting framework. Reporting for the year ending 30 June 2028, and the interim period ending 31 December 2027 will be drafted in compliance with IFRS 18, and will include compliant comparative information. The trading profit subtotal, a well established management defined performance measure, is currently utilised by the Group. The transition team is assessing the appropriate classifications of items and reconciliations required to ensure the trading profit subtotal complies with IFRS 18. Other management performance measures and further aggregation and disaggregation requirements are being similarly investigated. The Group will provide progress updates as it transitions to IFRS 18. The following International Financial Reporting Standards and amendments are effective for the first time and have been adopted for the current reporting period: Reporting period beginning on or after 1 January 2025 (early adoption is available) 23 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 3. Overview of group structure The CODM has identified the nine reportable operating segments as follows: Adcock Ingram Bidvest Automotive Bidvest Commercial Products Bidvest Freight Bidvest Branded Products Bidvest Services South Africa Bidvest Services International Bidvest Properties Bidvest Corporate and Investments 4. Accounting estimates and judgements and the determination of fair values 4.1. Critical accounting policies A leading private sector freight management group in sub-Saharan Africa, drawing on more than 150 years of portside experience, whose primary objective is to handle multiple products across berths and provide capacity to serve current and future demand. Independent businesses focus on terminal operations and support, international clearing and freight forwarding, integrated logistics, supply chain solutions and marine and insurance services. The segment facilitates storage, handling and movement of cargo via ocean freight, air freight, road and rail. Offers a comprehensive suite of services relating to office products, office automation and office furniture, while also meeting all print, packaging, labelling and communication requirements. Offerings include the supply of stationery, paper or printer cartridges, and packaging and data services. The consumer-facing trading and distribution businesses represent local and global brands such as Russell Hobbs, Salton, George Foreman, Maxwell & Williams and prestigious luggage and travel accessories brands such as Cellini amongst others. A diverse services business providing security, laundry, landscaping, food, travel, cargo and aviation, office water and coffee vending services to corporate and small to medium business clients in Southern Africa. With WearCheck, and the current Aquatico acquisition the segment has a meaningful presence in the Testing, Inspection and Certification (TIC) sector. The consolidated financial statements include the financial statements of the Company and its subsidiaries. The reportable segments of the Group have been identified based on the nature of the businesses. This basis is representative of the internal structure for management purposes and as reported to the chief operating decision maker (CODM), Ms Mpumi Madisa and the executive board. An industry-leader and innovator, known for setting the national standard in technical training with its rapid adoption of online motor retailing and the development of sophisticated systems to drive customer service. Automotive also operates in the vehicle auctioneering sector and provides short-term insurance products and insurance broking services focused primarily on vehicle insurance cover and related value added products (VAPS). With DEKRA Automotive, the segment operates in the Testing, Inspection and Certification (TIC) sector. The industrial grouping of companies includes manufacturing and trading businesses in South Africa, representing global brands which include Hitachi Power Tools, Signode (strapping), Unicarriers (forklifts), Rational Ovens, Tajima (embroidery machines), Juki (sewing machines) and Tesa Tapes, while Plumblink supplies a full range of bathroom and plumbing products, and through the Voltex distribution outlets the division is a leading distributor of a vast array of electrical cable and allied products servicing the industrial, mining, contractor, construction, engineering and retail sectors. Consumer products include motor vehicle accessories (Moto Quip), camping and outdoor equipment (Leisure Quip). Manufactures, markets, and distributes a wide range of healthcare products and is a leading supplier to both the private and public sectors of the market. Owns, manages and develops property and provides a unique offering of professional property services and consulting on all property-related matters for the Group. A focused hygiene, cleaning and facilities management business, operating in the United Kingdom, European Union, Southern Africa, Australia, Singapore, Canada and the United States of America. All intragroup transactions are in the ordinary course of business and on similar terms to external parties and all intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between the members of the Group are eliminated on consolidation. The Group Audit Committee is satisfied that the critical accounting policies are appropriate to the Group. The Board of Directors has considered the Group's critical accounting policies, key sources of uncertainty and areas where critical accounting judgements were required in applying the Group's accounting policies. Provides treasury, secretarial, corporate finance and governance services for the Group and is responsible for overall management and strategic direction. 24 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 4. Accounting estimates and judgements and the determination of fair values (continued…) 4.2. Key sources of uncertainty Goodwill and indefinite life intangible assets Trade, other receivables and banking advances 4.3. Critical accounting judgements in applying the Group's accounting policies 4.4. Determination of fair values Property, plant and equipment and right-of-use assets Intangible assets Inventory Investments Forward exchange contracts Borrowings Share-based payments 4.5. Impairment of non-financial assets Groups of cash-generating units for goodwill impairment testing purposes are not larger than any operating segment. (refer note 9.5. Goodwill). Judgments and estimates used in assessing the impairment of indefinite useful life intangible assets and goodwill are elucidated in note 9.4. Intangible assets and note 9.5. Goodwill. Impairment losses in respect of goodwill are not reversed. In respect of other assets, impairment losses recognised in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. Impairment losses are reversed if there has been a change in the estimates used to determine the recoverable amount. Impairment losses are reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount which would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised. Judgements made in the application of IFRS accounting standards that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below: The fair value of forward exchange contracts is based on their market prices (refer note 8.6. Trade and other receivables and note 8.7. Trade and other payables). A number of the Group's accounting policies and disclosures require the determination of fair values, for both financial and non-financial assets and liabilities. Fair values have been determined for measurement and/or disclosure purposes based on the following methods. Where applicable, further information about the assumptions made in determining fair values is disclosed in the notes specific to that asset or liability. The fair value of inventory acquired in a business combination is determined based on its estimated selling price in the ordinary course of business less the estimated costs of completion and sale, and a reasonable profit margin based on the efforts required to complete and sell the inventory (refer note 8.5. Inventories). The Group has assessed the carrying value of goodwill and indefinite life intangible assets to determine whether any of the amounts have been impaired. The recoverable values were assessed using the greater of value-in-use and fair value less cost to sell methods based on actual results and forecasts for future years (refer note 9.4. Intangible assets and note 9.5. Goodwill for further disclosure). Fair value of listed investments is calculated by reference to stock exchange quoted selling prices at the close of business on the report date. Fair value of unlisted investments is determined by using appropriate valuation models (refer note 8.3. Investments). The fair value of property, plant and equipment recognised as a result of a business combination is based on market values. The market value of property is the estimated amount for which a property could be exchanged on the date of valuation between a willing buyer and a willing seller in an arm's-length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently and without compulsion. The market values of other assets are based on the quoted market prices for similar items (refer note 8.1. Property, plant and equipment and note 8.2. Right-of-use assets and lease liabilities). The fair value of intangible assets recognised as a result of a business combination is based on the discounted cash flows expected to be derived from the use and eventual sale of the assets (refer note 9.4. Intangible assets). The following key sources of uncertainty have been identified: The Group applies the simplified approach to determine the expected credit losses (ECLs) for trade receivables, contract assets, lease and other receivables (collectively, accounts receivable). ECLs for accounts receivable are calculated using a provision matrix (refer note 8.6. Trade and other receivables). For banking advances the measurement of ECLs is performed using a three stage model, based on changes in credit quality since initial recognition (refer note 14. Discontinued operations and disposal group held-for-sale). Impairment losses are recognised in the income statement (refer note 5.6. Net capital items and note 5.7.Profit before finance charges and associate income). Fair value, which is determined for disclosure purposes, is calculated based on the present value of future principal and interest cash flows, discounted at the market rate of interest at the reporting date (refer note 10.3. Borrowings). The fair value of the share options is measured using a modified Black Scholes method. Measurement inputs include share price at measurement date, award price of the instrument, expected volatility (based on the historic volatility), option life, distribution yield and the risk-free interest rate (based on the ZAR bond static yield curve) (refer note 12.1. Share-based payments). Impairment losses recognised in respect of the cash generating unit or groups of cash-generating units are allocated first to reduce the carrying amount of any goodwill allocated to groups of cash-generating units and then to reduce the carrying amount of the other assets in the unit on a pro rata basis. The carrying value of tangible and intangible assets are reviewed annually to assess whether there is any indication of impairment. If any such indication exists, the recoverable amount of the asset is estimated. Where the carrying value exceeds the estimated recoverable amount, such assets are written down to their recoverable amount. The recoverable amount of the cash generating unit or groups of cash generating units or segments to which goodwill is allocated is estimated annually or more frequently if there is an indicator of impairment. For intangible assets that have an indefinite useful life and intangible assets that are not yet available for use, the recoverable amount is estimated at each statement of financial position date. 25 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 4. Accounting estimates and judgements and the determination of fair values (continued…) 4.6. Financial instruments Description SoFP Classification Classification Trade receivables Trade and other receivables amortised cost Cash and cash equivalents Cash and cash equivalents amortised cost Banking advances Disposal group assets held-for-sale amortised cost Debt investments Disposal group assets held-for-sale Fair value through other comprehensive income Equity investments Disposal group assets held-for-sale Fair value through other comprehensive income Equity investments Investments Fair value through profit or loss Derivatives Investments Fair value through profit or loss Currency swap derivatives Currency swap derivative assets Fair value through other comprehensive income Description SoFP Classification Classification Contract receivables Trade and other receivables amortised cost Development loans Investments amortised cost Interest swap derivatives Trade and other receivables Fair value through other comprehensive income Financial liabilities are classified into the following categories: Description SoFP Classification Classification Trade payables Trade and other payables amortised cost Interest bearing borrowings Borrowings amortised cost Banking deposits Disposal group liabilities held-for-sale amortised cost Lease liabilities Lease liabilities amortised cost Bank overdrafts Borrowings amortised cost Trade and other receivables without a significant financing component are initially measured at the transaction price. Other financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss. In assessing whether the contractual cash flows are solely payments of principal and interest, the Group considers the contractual terms of the instrument. This includes assessing whether the financial asset contains a contractual term that could change the timing or amount of the contractual cash flows such that it would not meet this condition. In making this assessment, the Group considers: contingent events that would change the amount or timing of the cash flows; terms that may adjust the contractual coupon rate, including variable rate features; prepayment and extension features; and terms that limit the Group’s claim to cash flows from specified assets. The Group has a high exposure to the following financial assets: The Group has limited exposure to the following financial assets: • Financial liabilities at fair value through profit or loss. • Financial liabilities at amortised cost. A financial liability is classified at fair value through profit or loss if it is held for trading, is a derivative financial instrument or is designated as such on initial recognition. Realised and unrealised gains and losses arising from changes in the fair value of financial liabilities classified as at fair value through profit or loss are included in profit or loss in the period in which they arise. The Group has a high exposure to the following financial liabilities: A financial instrument is a contract that gives rise to a financial asset in one entity and a financial liability or equity instrument in another entity. The Group recognises financial assets and financial liabilities at the date when it becomes a party to the contractual provisions of the instrument. The Group calculates its allowance for credit losses as expected credit losses (ECLs) for financial assets measured at amortised cost, debt investments at fair value through other comprehensive income (FVOCI) and contract assets. ECLs are a probability weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls, the difference between the cash flows due to the entity in accordance with the contract and the cash flows that the Group expects to receive. ECLs are discounted at the original effective interest rate of the financial asset. The Group measures loss allowances at an amount equal to the lifetime ECLs, except for bank balances for which the credit risk (i.e. the risk of default occurring over the expected life of the financial instrument) has not increased significantly since initial recognition. The Group applies the simplified approach to determine the ECL for trade receivables, contract assets and lease receivables (collectively, trade and other receivables). This results in calculating lifetime expected credit losses for these receivables. The gross carrying amount of the financial asset is written off when the Group has no reasonable expectations of recovering a financial asset in its entirety or a portion thereof. However, financial assets that are written off could still be subject to enforcement activities in order to comply with the Group’s procedures in respect of amounts due. 26 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 5. Operational performance 5.1. Revenue 2026 2025 R'000 R'000 Sale of goods 1 71,064,676 68,211,886 Rendering of services 2 62,290,018 60,185,966 Commissions and fees earned 3 1,436,718 1,535,574 Billings relating to clearing and forwarding transactions 4 2,087,827 2,312,746 Insurance 5 268,005 264,082 137,147,244 132,510,254 Inter-group eliminations (6,825,844) (5,904,848) Revenue 130,321,400 126,605,406 Disaggregation of revenue from contracts with customers Services South Africa 2 12,734,042 11,873,663 Services International 2 42,709,011 42,127,535 Branded Products 1 11,663,565 11,787,961 Adcock Ingram 1 9,708,166 9,760,332 Freight 2, 3, 4 8,576,295 8,433,909 Commercial Products 1 16,853,117 15,911,262 Automotive 1, 3 27,659,986 26,293,915 Corporate and investments 2 1,085 1,969 129,905,267 126,190,546 Geographic disaggregation of revenue from contracts with customers Southern Africa 94,418,371 91,008,903 International 35,486,896 35,181,643 129,905,267 126,190,546 Reconciliation to Group revenue Revenue from contracts with customers 129,905,267 126,190,546 Leasing contracts 148,128 150,778 Gross insurance premiums 268,005 264,082 130,321,400 126,605,406 The Group principally generates revenue from providing a wide range of goods and services through its eight core trading segments, Services South Africa, Services International, Freight, Commercial Products, Branded Products, Adcock Ingram, Automotive and Properties. Revenue is recognised when control over products or services is transferred to a customer and is measured based on the consideration specified in a contract with a customer and excludes amounts collected on behalf of third parties. Revenue from services rendered is recognised in the income statement in proportion to the stage of completion of the transaction at the statement of financial position date. The stage of completion is assessed by reference to the terms of the contract. The Group satisfies its performance obligations at a point-in-time or over a short period of time. The majority of the Group’s revenue is generated from point-in-time or month-to- month service contracts, which means the Group has no material revenue contracts for which they have contracted but not satisfied the performance obligations. There is no material or significant financing component to Group revenue and contracts with customers do not include material amounts of variable consideration. Due to the standard nature of the Group’s contracts with customers there were no significant areas of judgment required to be applied by the Group. The Group has no complex agent / principal arrangements. 27 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 5. Operational performance (continued…) 5.1. Revenue (continued…) Segmental revenue 2026 2025 R'000 R'000 Services South Africa 13,613,085 12,659,211 Services International 43,993,545 43,212,831 Branded Products 12,921,806 13,034,543 Adcock Ingram 9,708,166 9,760,332 Freight 9,104,450 8,950,411 Commercial Products 18,347,673 16,957,654 Automotive 28,673,774 27,169,671 Properties 783,660 763,633 Corporate and investments 1,085 1,969 137,147,244 132,510,255 Inter-group eliminations (6,825,844) (5,904,849) 130,321,400 126,605,406 Geographic region Southern Africa 101,187,003 97,062,605 International 35,960,241 35,447,650 137,147,244 132,510,255 5.2. Cost of revenue Segmental cost of revenue 2026 2025 R'000 R'000 Services South Africa 9,782,065 9,084,375 Services International 33,398,995 33,183,916 Branded Products 9,058,719 9,176,894 Adcock Ingram 6,352,569 6,540,352 Freight 3,294,452 3,605,201 Commercial Products 13,320,470 12,364,883 Automotive 24,303,415 22,749,851 99,510,685 96,705,472 Inter-group eliminations (6,084,944) (5,165,008) 93,425,741 91,540,464 Geographic region Southern Africa 71,693,129 68,994,027 International 27,817,556 27,711,445 99,510,685 96,705,472 Cost of revenue includes cost of inventory sold and expenses incurred directly in the process of providing products and services to customers, and is expressed net of discounts and rebates received from suppliers. 28 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 5. Operational performance (continued…) 5.3. Operating expenses Segmental operating expenses 2026 2025 R'000 R'000 Services South Africa 2,299,315 2,180,135 Services International 6,155,696 5,862,891 Branded Products 2,711,893 2,748,744 Adcock Ingram 2,076,920 2,060,516 Freight 3,547,232 3,275,055 Commercial Products 3,881,888 3,703,016 Automotive 3,659,641 3,655,598 Properties 57,722 51,183 Corporate and investments 569,511 582,497 24,959,818 24,119,635 Inter-group eliminations (713,763) (688,253) 24,246,055 23,431,382 Geographic region Southern Africa 20,148,995 19,538,819 International 4,810,823 4,580,816 24,959,818 24,119,635 5.4. Trading profit Segmental trading profit 2026 2025 R'000 R'000 Services South Africa 1,560,671 1,441,347 Services International 4,405,956 4,224,916 Branded Products 1,184,851 1,123,860 Adcock Ingram 1,282,605 1,172,355 Freight 2,304,282 2,089,703 Commercial Products 1,181,917 929,241 Automotive 966,301 902,190 Properties 727,217 712,230 Corporate and investments (561,455) (550,146) 13,052,345 12,045,696 Geographic region Southern Africa 9,764,616 8,851,688 International 3,287,729 3,194,008 13,052,345 12,045,696 Other income, which is a constituent of trading profit includes amounts which are not individually material: income accruing from short-term insurance portfolios of R102 million (2025: R79 million); fair value gains on insurance cell captives of R18 million (2025: R11 million); fair value loss on Bidcorp shares of R8 million (2025: R16 million gain); commission income of Rnil (2025: R41 million); and refund income of R150 million (2025: R50 million). Trading profit is profit generated by the Group's normal continuing operating activities and is defined as profit before finance charges and associate income excluding profit or loss of a capital nature, IFRS 2 share-based payment expenses, acquisition costs, amortisation charges arising from definite-life intangible assets recognised on acquisition of subsidiaries. Trading profit is the basis on which management's performance is assessed. Operating expenses include expenses incurred in pursuing the Group's core business activities but not directly incurred in the provision of products and services to customers. 29 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 5. Operational performance (continued…) 5.5. Earnings before interest, taxation, depreciation and amortisation (EBITDA) Segmental EBITDA 2026 2025 R'000 R'000 Services South Africa 1,986,301 1,846,665 Services International 5,075,377 4,897,096 Branded Products 1,288,479 1,231,779 Adcock Ingram 1,433,515 1,315,976 Freight 2,670,242 2,393,044 Commercial Products 1,318,250 1,052,042 Automotive 989,246 963,848 Properties 729,402 715,137 Corporate and investments (548,086) (514,521) 14,942,726 13,901,066 Geographic region Southern Africa 11,189,022 10,230,528 International 3,753,704 3,670,538 14,942,726 13,901,066 5.6. Net capital items R'000 R'000 Impairment of property, plant and equipment - 3,568 Impairment of right-of-use assets 1,715 2,065 Impairment of intangible assets 246,275 165,577 Net loss (profit) on disposal of property, plant and equipment 17,957 (26,034) Net loss on disposal of interests in subsidiaries and associates, and disposal and closure of businesses 3,772 - Net loss on disposal of intangible assets - 136 Net capital items included in the consolidated income statement 269,719 145,312 Net capital items is the aggregate of income statement profit or loss of a capital nature (as determined by SAICA Circular 01/2023 Headline Earnings), before taxation and non- controlling interests, which is excluded from trading profit and basic earnings to determine headline earnings (refer note 7.4. Headline earnings). EBITDA is determined as trading profit before depreciation and amortisation charges. EBITDA has been adjusted for the impact of IFRS 16:Leasesby adding back the right-of- use asset depreciation and deducting lease payments. 30 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 5. Operational performance (continued…) 5.7. Profit before finance charges and associate income 2026 2025 R'000 R'000 Determined after charging (crediting) Auditor's remuneration (PricewaterhouseCoopers Inc.) 137,508 133,316 Audit fees ^ 124,936 128,058 Audit related expenses 86 158 Taxation services 141 707 Other attest services 12,345 4,393 Accounting services (other audit firms) 22,007 8,377 Audit fees 5,113 2,715 Audit related expenses 247 258 Consulting fees 4,709 59 Taxation services 10,103 3,925 Other attest services 1,835 1,420 Depreciation of property, plant and equipment 2,317,535 2,191,608 Depreciation right-of-use assets 1,696,478 1,624,561 Amortisation of intangible assets 569,998 563,062 Impairment (reversal) of assets 347,144 191,732 Property, plant and equipment - 3,568 Right-of-use assets - land and buildings 1,715 2,065 Intangible assets 246,275 165,577 Investments 1,395 (4,485) Other operating receivables and contract assets 4,389 - Trade receivables 93,370 25,007 Directors' emoluments ˜ Executive directors ˜ 73,651 55,382 Basic remuneration 28,955 27,514 Retirement and medical benefits 1,427 1,410 Other benefits and costs 1,267 1,616 Cash incentives 42,002 24,842 Non-executive directors ˜ 14,911 15,072 Fees - Company 14,706 14,589 - subsidiaries 205 483 Employer contributions to 2,110,483 2,095,314 Defined contribution funds 1,342,412 1,295,040 Retirement funds 46,678 43,720 Social securities 395,629 359,911 Medical aids 325,764 396,643 Net expense related to post-retirement obligations for current service costs 397 (1,102) Defined benefit pension plans 693 634 Post-retirement medical aid obligations (296) (1,736) Share-based payment expense cash settled 11,931 (3,290) Share-based payment expense equity settled 440,375 411,755 Staff 399,796 376,757 Executive directors 40,579 34,998 Fees for administrative, managerial and technical services 9,011 8,115 Research and development expenditure 389 265 Foreign exchange losses on hedging activities 88,740 12,383 Forward exchange contracts 86,469 6,824 Foreign bank accounts 2,271 5,559 Other foreign exchange losses (gains) (8,502) (3,395) Realised (9,794) 1,757 Unrealised 1,292 (5,152) Income from investments (103,539) (107,993) Dividends received from listed investments (4,698) (5,953) Dividends received from unlisted investments (6,759) (9,711) Loss on disposal 1,572 2,395 Fair value through profit or loss (93,654) (94,724) ^ fees PWC South Africa R105,8 million (2025: R107,4 million) ˜ refer note 12.2. Directors' remuneration for detailed disclosure 31 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 5. Operational performance (continued…) 5.7. Profit before finance charges and associate income (continued…) 2026 2025 R'000 R'000 Determined after charging (crediting) Net capital (profit) loss on disposal 21,729 (25,898) Net loss (profit) on disposal of property, plant and equipment 17,957 (26,034) Net loss on disposal of interests in subsidiaries and associates, and disposal and closure of businesses 3,772 - Net loss on disposal of intangible assets - 136 Low value, short-term leases and variable expense not included in lease liability 518,573 465,476 Land and buildings 258,993 231,283 Equipment and vehicles 259,580 234,193 Segmental profit before finance charges and associate income R'000 R'000 Services South Africa 1,426,534 1,429,716 Services International 3,938,078 3,758,642 Branded Products 1,184,268 1,119,542 Adcock Ingram 1,144,700 1,103,580 Freight 2,304,492 2,081,365 Commercial Products 1,181,816 836,031 Automotive 943,571 882,387 Properties 704,818 739,983 Corporate and investments (625,919) (812,148) 12,202,358 11,139,098 Share-based payment expense (452,306) (408,465) 11,750,052 10,730,633 Geographic region Southern Africa 9,412,293 8,591,197 International 2,790,065 2,547,901 12,202,358 11,139,098 5.8. Cash generated by operations Profit before taxation 8,766,377 8,161,121 Costs incurred in respect of acquisitions 74,373 298,185 Net finance charges 2,949,004 2,747,082 Share of current year earnings of associates and joint ventures (183,688) (177,570) Depreciation and amortisation 4,584,011 4,379,231 Share-based payment expense 440,375 411,755 Impairment of property, plant and equipment, right-of-use and intangible assets 247,990 171,210 Impairment of associate loan 218,359 - Loss on disposal of interests in subsidiaries and associates, and disposal and closure of businesses 3,772 - Other non-cash items (89,070) (122,208) Fair value of investments through profit or loss (93,654) (94,724) Loss on disposal of investments 1,572 2,395 Remeasurement of post-retirement obligations (5,945) (8,908) Working capital changes 201,304 (1,151,632) Decrease in inventories 310,978 332,368 Increase in trade and other receivables (472,886) (29,359) Increase (decrease) in trade and other payables and provisions 363,212 (1,454,641) Cash generated by operations 17,114,780 14,615,937 Profit before finance charges and associate income includes revenue and expenses directly relating to a business segment but excludes net finance charges and taxation, which cannot be allocated to any specific segment. share-based payment costs are also excluded from the result as this is not a criterion used in the management of reportable segments. 32 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 6. Taxation 6.1. Income tax expense 2026 2025 R'000 R'000 Current taxation 2,490,795 1,925,857 Current year 2,543,491 2,007,283 Prior years' over charge (52,696) (81,426) Deferred taxation (278,620) (45,865) Current year (246,434) (68,526) Prior years' (over) under provision (32,186) 22,661 Foreign withholding taxation 16,366 21,753 Total taxation per consolidated income statement 2,228,541 1,901,745 Comprising South African taxation 2,044,649 1,817,958 Foreign taxation 183,892 83,787 2,228,541 1,901,745 6.2. Taxation paid Net amounts payable at beginning of year 358,384 (171,234) Current taxation charge (2,507,161) (1,947,610) On acquisition of businesses (3,840) 5,680 On disposal of business disposal (3,718) - Exchange rate adjustments (23,867) (7,939) Movement in discontinued operations - (7,675) Amounts payable at end of year 349,360 230,403 Amounts receivable at end of year (391,716) (588,787) Taxation paid (2,222,558) (2,487,162) The reconciliation of the effective taxation rate with the South African company taxation rate is: 2026 2025 % % Taxation for the year as a percentage of profit before taxation 25.4 23.3 Withholding tax (0.2) (0.3) Reversal of uncertain tax provision - 2.6 Associates (0.1) 0.6 Effective rate excluding associate income and tax rate changes 25.1 26.2 Dividend and exempt income 1.1 1.8 Foreign taxation rate differential 0.6 0.5 Preference share funding (0.3) (0.7) Other non-deductible expenses (1.2) (0.2) Changes in recognition of deferred tax assets 1.5 (0.3) Capital gains rate differential (0.5) 0.1 Changes in prior years' estimation 0.9 0.7 Acquisition costs (0.2) (1.1) Rate of South African company taxation 27.0 27.0 Income taxation comprises current and deferred tax. An income tax expense is recognised in profit or loss except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity. Current taxation comprises tax payable calculated based on the expected taxable income for the year, using the tax rates enacted or substantially enacted at the financial position date, and any adjustment of tax payable for previous years. A deferred taxation asset is recognised to the extent that it is probable that future taxable profits will be available against which the associated unused tax losses and deductible temporary differences can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised. Deferred taxation is charged to the income statement except to the extent that it relates to a transaction that is recognised directly in equity, or a business combination that is an acquisition. The effects on deferred taxation of any changes in tax rates is recognised in the income statement, except to the extent that it relates to items previously charged or credited directly to equity. The Group has assessed the impact of the OECD Pillar Two model rules which took effect from 1 January 2024. All countries in which the Group operates have reported effective rates in excess of 15% and therefore qualify for a safe harbour exemption such that no top-up tax will apply. 33 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 6. Taxation (continued...) 6.3. Deferred taxation 2026 2025 R'000 R'000 Deferred taxation assets 2,015,943 1,970,143 Deferred taxation liabilities (4,904,458) (5,308,499) Net deferred taxation liability (2,888,515) (3,338,356) Movement in net deferred taxation assets and liabilities Balance at beginning of year (3,338,356) (2,982,574) Per consolidated income statement 278,620 45,865 Items recognised directly in equity, other comprehensive income 65,029 (91,291) On acquisition of business (109,719) (330,320) On disposal of business 2,881 - Reclassification of discontinued operations to disposal group liabilities held-for-sale 637 120,667 Exchange rate adjustments 212,393 (100,703) Balance at end of year (2,888,515) (3,338,356) Estimated tax losses available for offset against future taxable income 3,590,708 3,596,831 Utilised in the computation of deferred taxation (2,389,378) (1,782,655) Not accounted for in deferred taxation 1,201,330 1,814,176 Tax losses by territory South Africa 1,109,128 1,198,605 International 2,481,581 2,398,226 3,590,709 3,596,831 Expected utilisation of tax losses Tax losses utilised within one year 703,469 609,424 Tax losses utilised after one year but within five years 1,685,909 1,173,231 Utilised in the computation of deferred taxation 2,389,378 1,782,655 2026 Temporary differences Assets Liabilities Net R'000 R'000 R'000 Differential between carrying values and tax values of property, plant and equipment 153,843 (1,246,557) (1,092,714) Differential between carrying values and tax values of intangible assets (599) (3,933,490) (3,934,089) Right-of-use assets (795,009) (735,770) (1,530,779) Lease liabilities 947,338 781,328 1,728,666 Estimated taxation losses 511,449 104,447 615,896 Staff related allowances and liabilities 646,694 53,870 700,564 Inventories 161,714 1,112 162,826 Investments 62,194 (88,780) (26,586) Trade and other receivables (76,217) 22,215 (54,002) Trade, other payables and provisions 404,536 137,167 541,703 2,015,943 (4,904,458) (2,888,515) - - - Deferred taxation assets have not been recognised in respect of certain tax losses as the directors believe it is not probable that the relevant companies will generate taxable profit in the near future, against which the benefits can be utilised. The South African Tax authorities imposed limitations on the use of tax losses brought forward from a previous year of assessment, which can only be offset against the maximum of 80% of the current year's taxable income or R1 million, whichever is higher. Tax losses are expected to be utilised against trading profit. 34 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 6. Taxation (continued...) 6.3. Deferred taxation (continued…) 2025 Temporary differences Assets Liabilities Net R'000 R'000 R'000 Differential between carrying values and tax values of property, plant and equipment 187,695 (1,169,210) (981,515) Differential between carrying values and tax values of intangible assets (3,037) (4,189,072) (4,192,109) Right-of-use assets (828,878) (457,331) (1,286,209) Lease liabilities 991,996 484,682 1,476,678 Estimated taxation losses 464,895 (12,120) 452,775 Staff related allowances and liabilities 633,946 10,619 644,565 Inventories 173,385 2,284 175,669 Investments 24,138 (88,520) (64,382) Trade and other receivables (35,901) 2,162 (33,739) Trade, other payables and provisions 361,904 108,007 469,911 1,970,143 (5,308,499) (3,338,356) 7. Basic, headline and normalised earnings per share The following weighted averages used for basic earnings per share and headline earnings per share calculations: 2026 2025 Weighted average number of shares in issue ('000) 339,857 339,888 Potential dilutive impact of outstanding staff share appreciation rights and conditional awards ('000) 205 562 Number of outstanding staff share appreciation right equivalent shares ('000) 2,492 3,776 Number of shares deemed to be issued at fair value ('000) (2,391) (3,446) Contingent shares issuable in terms of conditional share plan ('000) 1,729 1,393 Contingent shares issuable in terms of conditional share plan at fair value ('000) (1,624) (1,161) Diluted weighted average number of shares in issue ('000) 340,063 340,449 7.2. Attributable earnings Basic earnings per share and diluted earnings per share are based on: Profit attributable to shareholders of the Company - continuing operations (R'000) 6,148,085 5,887,328 Profit attributable to shareholders of the Company - discontinued operations (R'000) (2,256) 181,214 7.3. Basic earnings per share Basic earnings per share - continuing operations 1,809.0 1,732.1 Basic earnings per share - Group 1,808.4 1,785.5 Diluted basic earnings per share - continuing operations 1,807.9 1,729.3 Diluted basic earnings per share - Group 1,807.3 1,782.5 Dilution (%) - continuing operations 0.1 0.2 Dilution (%) - Group 0.1 0.2 Deferred taxation has been provided at rates ranging between 10% - 45% (2025: 10% - 45%). The variance in rates arises as a result of the differing corporate taxation and capital gains taxation rates present in the various countries in which the Group operates. 7.1. Weighted average number of shares in issue 35 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 7. Basic, headline and normalised earnings per share (continued…) 7.4. Headline earnings 2026 2025 R'000 R'000 Profit attributable to shareholders of the Company 6,148,085 5,887,328 Impairment of property plant and equipment, right-of-use assets goodwill and intangible assets 170,404 120,185 Property, plant and equipment - 3,568 Right-of-use assets 1,715 2,065 Intangible assets 246,275 165,577 Taxation effect (32,117) (29,915) Non-controlling interest (45,469) (21,110) Net loss on disposal of interests in subsidiaries and disposal and closure of businesses 3,772 - Loss on disposal and closure 3,772 - Net (profit) loss on disposal of property, plant and equipment and intangible assets 13,461 (27,087) Property, plant and equipment 17,957 (26,034) Intangible assets - 136 Taxation effect (4,496) (1,343) Non-controlling interest - 154 Non-headline earnings items included in equity accounted earnings of associated and joint venture companies - 23 Non-headline earnings items - 36 Non-controlling interest - (13) Headline earnings - continuing operations 6,335,722 5,980,449 Profit attributable to shareholders of the Company - discontinued operations (2,256) 181,214 Net loss on disposal of interests in subsidiaries and disposal and closure of businesses 302,572 197,076 Impairment of disposal group assets held-for-sale 100,142 135,303 Impairment or sale of identifiable assets of disposal group 277,301 66,578 Gain on divestiture of disposal group held-for-sale - (47,449) Taxation effect (74,871) 42,644 Headline earnings - Group 6,636,038 6,358,739 7.5. Headline earnings per share Headline earnings per share (cents) - continuing operations 1,864.2 1,759.5 Headline earnings per share (cents) - Group 1,952.6 1,870.8 Diluted headline earnings per share (cents) - continuing operations 1,863.1 1,756.6 Diluted headline earnings per share (cents) - Group 1,951.4 1,867.7 Dilution (%) - continuing operations 0.1 0.2 Dilution (%) - Group 0.1 0.2 7.6. Normalised headline earnings per share 2026 2025 R'000 R'000 Headline earnings - continuing operations 6,335,722 5,980,449 Acquisition costs 74,373 298,185 Amortisation of acquired customer contracts 505,895 463,101 Taxation effect (124,385) (112,670) Impact of one-off taxation events - (214,925) Non-controlling interest (2,437) (2,408) Normalised headline earnings - continuing operations 6,789,168 6,411,732 Normalised headline earnings - discontinued operations 121,557 225,221 Headline earnings - discontinued operations 300,316 378,290 Disposal costs 20,411 37,951 Depreciation and amortisation of discontinued operations (273,402) (263,236) Taxation effect 73,819 71,074 Amortisation of acquired customer contracts 566 1,564 Taxation effect (153) (422) Normalised headline earnings - Group 6,910,725 6,636,953 Normalised headline earnings per share (cents) - continuing operations 1,997.7 1,886.4 Normalised headline earnings per share (cents) - Group 2,033.4 1,952.7 Normalised headline earnings per share is a measurement used by the chief operating decision makers, Ms Mpumi Madisa and the Group executive directors. The calculation of normalised headline earnings per share excludes acquisition and disposal costs, amortisation of acquired customer contracts, the impact of one-off taxation events (uncertain tax provision reversed) and is based on the normalised headline earnings attributable to ordinary shareholders, divided by the weighted average number of ordinary shares in issue during the period. Depreciation and amortisation of discontinued operations has been included in the determination of Group normalised headline earnings as if they were continuing operations. The presentation of normalised headline earnings is not an IFRS® accounting standards requirement. 36 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 8. Operating assets and liabilities 8.1. Property, plant and equipment Buildings Up to 50 years Leasehold improvements Over the period of the lease Plant and equipment 5 to 20 years Office equipment, furniture and fittings 3 to 15 years Vehicles, vessels and craft 3 to 15 years Dispensing and cleaning equipment over the period of the contract Carrying value of property, plant and equipment 2026 2025 R'000 R'000 Freehold land and buildings 5,941,552 5,814,733 Cost 6,518,277 6,363,859 Accumulated depreciation and impairments (576,725) (549,126) Leasehold improvements 2,018,567 1,952,149 Cost 3,789,969 3,569,826 Accumulated depreciation and impairments (1,771,402) (1,617,677) Plant and equipment 4,784,987 4,391,067 Cost 10,489,105 9,709,161 Accumulated depreciation and impairments (5,704,118) (5,318,094) Office equipment, furniture and fittings 1,308,533 1,304,910 Cost 4,551,984 4,380,030 Accumulated depreciation and impairments (3,243,451) (3,075,120) Vehicles, vessels and craft 823,142 927,129 Cost 2,338,483 2,411,362 Accumulated depreciation and impairments (1,515,341) (1,484,233) Dispensing and cleaning equipment 1,996,601 1,952,454 Cost 5,131,339 5,037,130 Accumulated depreciation and impairments (3,134,738) (3,084,676) Capital work-in-progress 485,034 737,836 17,358,416 17,080,278 A register of land and buildings is available for inspection by shareholders at the registered office of the Company. Property, plant and equipment with an estimated carrying value of R350 thousand (2025: R23 million) is pledged as security for borrowings of R350 thousand (2025: R14 million) (refer note 10.3. Borrowings). Property, plant and equipment are reflected at cost to the Group, less accumulated depreciation and accumulated impairment losses. Land is stated at cost. The present value of the estimated cost of dismantling and removing items and restoring the site in which they are located is provided for as part of the cost of the asset. Depreciation is provided for on the straight-line basis over the estimated useful lives of the property, plant and equipment to anticipated residual values. Useful lives have been estimated as follows: Residual values, depreciation method and useful lives are reassessed annually. Where parts of an item of property, plant and equipment have different useful lives to the item itself, these parts are depreciated over their individual estimated useful life. 37 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 8. Operating assets and liabilities (continued…) 8.1. Property, plant and equipment (continued…) Movement in property, plant and equipment 2026 2025 R'000 R'000 Carrying value at beginning of year 17,080,278 17,642,389 Capital expenditure 3,095,030 3,278,877 Freehold land and buildings 275,166 274,963 Leasehold improvements 297,204 378,264 Plant and equipment 1,126,298 1,041,115 Office equipment, furniture and fittings 528,404 474,231 Vehicles, vessels and craft 211,892 332,405 Dispensing and cleaning equipment 908,692 863,232 Capital work-in-progress (252,626) (85,333) Expenditure 768,840 834,297 Transfers to other categories * (1,021,466) (919,630) On acquisition of businesses 64,054 420,088 Freehold land and buildings 38,908 160,639 Leasehold improvements - 10,940 Plant and equipment 11,600 116,230 Office equipment, furniture and fittings 548 28,499 Vehicles and craft 12,998 47,671 Dispensing and cleaning equipment - 55,391 Capital work-in-progress - 718 Disposals (325,850) (318,902) Freehold land and buildings (103,455) (126,990) Leasehold improvements (41,052) (1,089) Plant and equipment (40,751) (54,745) Office equipment, furniture and fittings (5,017) (47,294) Vehicles and craft (79,685) (72,827) Dispensing and cleaning equipment (55,890) (15,957) On disposal of businesses and disposal groups (9,020) (1,847,245) Leasehold improvements (192) (22) Plant and equipment (837) - Office equipment, furniture and fittings (7,991) (42,751) Vehicles, vessels and craft - (2,765) Full maintenance lease assets - (1,484,787) Capital work-in-progress - (316,920) Exchange rate adjustments (228,541) 100,247 Freehold land and buildings (51,957) 25,312 Leasehold improvements (9,308) 3,824 Plant and equipment (33,344) 9,788 Office equipment, furniture and fittings (15,585) 6,761 Vehicles, vessels and craft (7,869) 3,770 Dispensing and cleaning equipment (110,301) 51,054 Capital work-in-progress (177) (262) Depreciation (2,317,535) (2,191,608) Freehold land and buildings (31,844) (30,057) Leasehold improvements (180,234) (170,230) Plant and equipment (669,046) (587,822) Office equipment, furniture and fittings (496,735) (480,938) Vehicles, vessels and craft (241,323) (254,277) Dispensing and cleaning equipment (698,353) (668,284) Impairment losses - (3,568) Freehold land and buildings - (3,568) Carrying value at end of year 17,358,416 17,080,278 * Transfers were made to the following categories: R480 million (2025: R541 million) to Plant and equipment; R112 million (2025: R58 million) to Office equipment, furniture and fittings; R40 million (2025: R320 million) to Freehold land and buildings; R235 million (2025: R1 million) to Leasehold improvements; R5 million (2025: Rnil) to Vehicles, vessels and craft; R150 million (2025: Rnil) to Dispensing and cleaning equipment. 38 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 8. Operating assets and liabilities (continued…) 8.1. Property, plant and equipment (continued…) Segmental depreciation 2026 2025 R'000 R'000 Services South Africa 460,648 431,154 Services International 772,360 784,071 Branded Products 124,102 120,285 Adcock Ingram 166,863 158,581 Freight 485,260 410,364 Commercial Products 192,296 172,988 Automotive 108,288 106,263 Properties 5,300 5,235 Corporate and investments 2,418 2,667 2,317,535 2,191,608 Geographic region Southern Africa 1,750,123 1,604,072 International 567,412 587,536 2,317,535 2,191,608 Segmental capital expenditure Services South Africa 552,253 560,962 Services International 988,015 924,977 Branded Products 155,602 180,629 Adcock Ingram 126,013 176,742 Freight 636,570 779,433 Commercial Products 308,546 268,999 Automotive 123,973 116,878 Properties 201,436 269,119 Corporate and investments 2,622 1,138 3,095,030 3,278,877 Geographic region Southern Africa 2,425,780 2,639,929 International 669,250 638,948 3,095,030 3,278,877 8.2. Right-of-use assets and lease liabilities Right-of-use assets Extension options are included in a number of property and equipment leases across the Group. These terms are used to maximise operational flexibility in terms of managing contracts. All the extension options held are exercisable only by the Group and not by the respective lessor. Right-of-use assets are measured at the amount of the initial measurement of lease liability plus any initial direct costs. The right-of-use asset is depreciated over the shorter of the asset’s useful life and the lease term on a straight-line basis. The recoverability of the right-of-use asset has been considered for impairment under IAS 36. The Group leases various offices, warehouses, equipment and vehicles. Rental contracts are typically made for fixed periods of between 3 to 12 years but may have extension options as described below. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose any covenants, however leased assets may not be used as security for borrowing purposes. Certain variable lease payments (including, but not limited to, municipal rates and taxes, water, and electricity charges) are not recognised as lease liabilities and are expensed as incurred. For leases where the Group is lessee, the Group considers the right-of-use asset and lease liability separately consequently deferred tax is recognised on any temporary differences that may arise on initial recognition. 39 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 8. Operating assets and liabilities (continued…) 8.2. Right-of-use assets and lease liabilities (continued…) Right-of-use assets (continued…) Movement in right-of-use assets 2026 2025 R'000 R'000 Opening balance 4,837,147 4,397,109 Additions 2,270,805 1,604,817 On acquisition of businesses 302 229,058 Reclassification of discontinued operations to disposal group assets held-for-sale - (131,268) Modification to lease terms * 250,282 292,906 Depreciation (1,696,479) (1,624,561) Impairment (1,715) (2,065) Foreign exchange adjustment 77,689 71,151 5,738,031 4,837,147 Classification of right-of-use assets Equipment and vehicles 1,107,213 1,249,671 Land and buildings 4,630,818 3,587,476 5,738,031 4,837,147 * The preference where possible is to modify existing operating leases rather than enter into a new lease agreement. Movement by category Opening balance 4,837,147 4,397,109 Equipment and vehicles 1,249,671 705,823 Land and buildings 3,587,476 3,691,286 Additions 2,270,805 1,604,817 Equipment and vehicles 475,481 737,760 Land and buildings 1,795,324 867,057 On acquisition of businesses 302 229,058 Equipment and vehicles - 186,140 Land and buildings 302 42,918 Reclassification of discontinued operations to disposal group assets held-for-sale - (131,268) Land and buildings - (131,268) Modification to lease terms 250,281 292,906 Equipment and vehicles (54,079) (2,722) Land and buildings 304,360 295,628 Foreign exchange adjustment 77,689 71,151 Equipment and vehicles (100,811) 44,862 Land and buildings 178,500 26,289 Depreciation (1,696,478) (1,624,561) Equipment and vehicles (463,051) (421,695) Land and buildings (1,233,427) (1,202,866) Impairment (1,715) (2,065) Land and buildings (1,715) (2,065) 5,738,031 4,837,147 - - Segmental right-of-use assets depreciation and impairment Services South Africa 213,353 215,133 Services International 575,499 491,635 Branded Products 156,996 146,146 Adcock Ingram 34,366 35,355 Freight 211,765 243,118 Commercial Products 244,546 222,326 Automotive 250,680 259,858 Properties 1,858 4,344 Corporate and investments 9,130 8,711 1,698,193 1,626,626 (1) - 40 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 8. Operating assets and liabilities (continued…) 8.2. Right-of-use assets and lease liabilities (continued…) Right-of-use assets (continued…) Geographic region 2026 2025 R'000 R'000 Southern Africa 1,164,019 1,179,703 International 534,174 446,923 1,698,193 1,626,626 Lease liabilities Movement in lease liabilities 2026 2025 R'000 R'000 Opening balance 5,496,503 5,105,005 Additions 2,269,525 1,565,551 On acquisition of businesses 490 258,460 Reclassification of discontinued operations to disposal group liabilities held-for-sale - (189,555) Interest charged 462,655 437,373 Interest accrued 37,029 33,499 Modification to lease terms 235,080 283,176 Variable lease payment adjustments (12,135) (43) Lease payments (2,187,736) (2,060,760) Foreign exchange adjustment 339,174 63,797 6,640,585 5,496,503 Nature of lease liabilities Long-term portion of lease liabilities 5,029,626 3,979,873 Short-term portion of lease liabilities 1,610,959 1,516,630 6,640,585 5,496,503 - - Short term, low value and lessor lease accounting R'000 R'000 Lease liability arising from short term leases, low value leases and lessor accounting (84,739) (90,114) Less short-term portion included in trade and other payables 19,856 13,389 Long-term portion (64,883) (76,725) Undiscounted contractual maturities of lease liabilities Land and buildings 8,951,984 6,151,335 Due in one year 1,654,904 1,505,757 Due after one year but within five years 3,525,191 3,338,341 Due after five years 3,771,889 1,307,237 Equipment and vehicles 1,173,856 1,478,049 Due in one year 497,317 583,310 Due after one year but within five years 673,755 894,739 Due after five years 2,784 - 10,125,840 7,629,384 Less amounts raised as liabilities (6,555,846) (5,406,389) 3,569,994 2,222,995 Lease payments are discounted using the interest rate implicit in the lease. If the implicit rate cannot be determined, the lessee’s incremental borrowing rate is used, which is the rate that the Group's individual lessees would have paid to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and conditions. To determine the incremental borrowing rate the cost of third-party borrowings to the Group's regional treasuries is used as a base, and is adjusted to reflect changes in financing term conditions. Payments associated with short-term leases and leases of low-value assets are recognised on a straight-line basis as an expense in profit or loss. Short-term leases are leases with a lease term of 12 months or less. Low-value assets in terms of IFRS 16 comprise smaller items of equipment. Where the Group acts as lessor these leases are accounted for as operating leases (refer note 8.9. Lessor accounting). Short term, low value leases which have fixed determinable escalations are charged to the income statement on a straight-line basis and liabilities are raised for the difference between the actual lease expense and the charge recognised in the income statement. The liabilities are classified based on the timing of the reversal which will occur when the actual cash flow exceeds the income statement amounts. Lease liabilities include the net present value of the fixed lease payments and lease payments made under reasonably certain extension options. Where the Group can easily replace the asset without significant cost or business disruption lease extension options have not been included in calculating the lease liability. Each lease payment is allocated between the liability and finance cost. The finance cost is charged to profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. 41 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 8. Operating assets and liabilities (continued…) 8.3. Investments Investments are measured as follows: 2026 2025 R'000 R'000 Amortised cost 113,918 107,380 Fair value through profit or loss 1,173,560 1,104,532 1,287,478 1,211,912 Long-term portion of listed investments 1,090,801 1,070,002 Long-term portion of unlisted investments 196,677 141,910 1,287,478 1,211,912 Fair value hierarchy of investments Investments and loans held at cost or amortised cost 113,918 107,380 Investments held at fair value as determined on inputs based on: 1,173,560 1,104,532 Unadjusted quoted prices in an active market for identical assets (Level 1) 1,172,467 1,094,401 Factors that are not based on observable market data (Level 3) 1,093 10,131 1,287,478 1,211,912 Bidvest Insurance irrevocably designate certain derivative financial instruments included in investments, that otherwise meets the requirements to be measured at amortised cost or at fair value through other comprehensive income as measured at fair value through profit or loss as doing so significantly reduces an accounting mismatch that would otherwise arise. These financial assets are subsequently measured at fair value and net gains and losses, including any interest or dividend income, are recognised in profit or loss. The classes for investments are amortised cost, fair value through profit or loss and fair value through other comprehensive income. While investments are also subject to the impairment requirements of IFRS9, the directors' valuation of unlisted investments, was determined using a combination of discounted cash flow, net asset value and price earnings methods. Certain investments are of a long term nature and uncertainty surrounds their valuation, which may result in a significant change in value over time. No material impairments were identified. 42 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 8. Operating assets and liabilities (continued…) 8.3. Investments (continued...) 2026 2025 R'000 R'000 Movement in investments Balance at the beginning of year 1,211,912 3,367,944 On disposal of business (30,236) - Reclassification of discontinued operations to disposal group assets held-for-sale - (2,245,777) Purchases and loan advances 144,743 616,012 Fair value adjustment recognised through other comprehensive income - 318 Fair value adjustment arising during the year recognised in the income statement 93,654 94,724 Movement in expected credit loss (1,395) 4,485 Proceeds on disposal, repayment of loans (129,628) (623,399) Loss on disposal of investments (1,572) (2,395) 1,287,478 1,211,912 Expected credit losses on investments Balance at the beginning of year 9,186 13,671 Allowance raised during the year 1,395 5,826 Allowance reversed during the year - (10,311) 10,581 9,186 Analysis of investments at a fair value not determined by observable market data Balance at the beginning of year 10,131 26,585 Reclassification of discontinued operations to disposal group assets held-for-sale - (7,471) Fair value adjustment recognised through other comprehensive income - 318 Fair value adjustment arising during the year recognised in the income statement (7,452) (3,734) Proceeds on disposal, de-recognition or repayment of loans (1,586) (5,567) 1,093 10,131 A register of investments is available for inspection by shareholders at the registered office of the Company. 8.4. Interest in associates and joint ventures 2026 2025 R'000 R'000 Unlisted associates and joint ventures 509,363 590,372 Net asset value 561,793 640,787 Inherent goodwill 74,399 76,414 Impairment allowances (126,829) (126,829) Investments in associates and joint ventures at cost net of impairment allowances 509,363 590,372 Attributable share of post-acquisition reserves of associates and joint ventures 268,023 197,298 At beginning of year 197,298 137,032 Share of current year earnings net of dividend 70,771 60,300 Movement arising on translation of associate post-acquisition reserves (46) (34) Net advances to associates 250,410 355,925 Advances to associates 641,855 529,012 Expected loss allowances * (391,445) (173,087) 1,027,796 1,143,595 * No additional credit risk has been identified in respect of the loan advance to the associate Investments and loans held at amortised cost consists of enterprise development loans in the amount of R114 million (2025: R107 million) net of expected credit losses of R11 million (2025: R9 million). Bidvest Insurance holds portfolios of listed investments held for trading, which are measured and classified at fair value through profit or loss of R783 million (2025: R715 million). Included in listed investments is Bidcorp in the amount of R173 million (2025: R181 million), self-insurance captive portfolios in the amount of R133 million (2025: R115 million) and an insurance cell captive of R84 million (2025: R84 million). The valuations of all listed investments are considered Level 1 type valuations in accordance with IFRS 13 Fair Value Measurement 43 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 8. Operating assets and liabilities (continued…) 8.4. Interest in associates and joint ventures (continued…) 2026 2025 R'000 R'000 Adcock Ingram Limited (India) 384,253 431,946 National Renal Care Proprietary Limited 311,592 271,884 Other 331,951 439,765 1,027,796 1,143,595 - - Summarised aggregated financial information of Adcock Ingram India: R'000 R'000 Revenue 1,014,344 1,011,996 Profit for the year 227,472 226,371 Total comprehensive income for the year 227,472 226,371 Group's share of total comprehensive income 113,508 112,959 Dividends received 82,378 101,731 Current assets 609,811 600,243 Non-current assets 445,423 552,166 Current liabilities (215,636) (181,130) Non-current liabilities (69,552) (105,655) Net assets of Adcock Ingram India 770,046 865,624 Proportion of Group's interest 384,253 431,946 Carrying value of Group's interest 384,253 431,946 Market value as at 30 June 384,253 431,946 Summarised aggregated financial information of National Renal Care Proprietary Limited: Revenue 1,670,311 1,580,285 Profit for the year 171,998 155,588 Total comprehensive income for the year 171,998 155,588 Group's share of total comprehensive income 69,708 63,055 Dividends received 30,000 15,000 Current assets 725,224 573,789 Non-current assets 530,550 504,138 Current liabilities (401,154) (347,106) Non-current liabilities (120,913) (109,112) Non-controlling interests (110,523) (77,941) Net assets of National Renal Care Proprietary Limited 623,184 543,768 Proportion of Group's interest 311,592 271,884 Carrying value of Group's interest 311,592 271,884 Market value as at 30 June 311,592 271,884 Summarised aggregated financial information of associates and joint ventures that are not individually material: The Group's share of profit (217,887) 1,556 The Group's share of total comprehensive income (217,887) 1,556 Aggregate carrying amount of the Group investment in these associates and joint ventures 331,951 439,765 The same impairment considerations have been applied to other listed investments in associates and joint ventures. Loans to associates and joint ventures are disclosed as part of the carrying amount of the investment. Except for the R642 million (2025: R529 million) advance made to Strait Access Technologies Holdings Proprietary Limited (STRAIT), which attracts interest at the South African prime interest rate 10,5% (2025: 10,75%), all unsecured advances to associates are interest free and have no fixed terms of repayment. An additional R218 million loss allowance was raised against the STRAIT loan during the year. Reconciliation of the above summarised financial information to the carrying amount of Adcock Ingram India recognised in the consolidated financial statements: Reconciliation of the above summarised financial information to the carrying amount of National Renal Care Proprietary Limited recognised in the consolidated financial statements: 44 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 8. Operating assets and liabilities (continued…) 8.5. Inventories 2026 2025 R'000 R'000 Raw materials 1,443,553 1,278,490 Work-in-progress 202,804 222,908 Finished goods 8,289,090 8,959,187 New vehicles and motor cycles 2,102,890 1,965,755 Used vehicles 1,129,685 1,209,471 Demonstration vehicles 679,878 641,348 Parts and accessories 549,406 558,775 14,397,306 14,835,934 Amounts included in borrowings relating to these assets (refer note 10.3. Borrowings) 912,989 735,025 Amounts included in trade and other payables relating to these assets (refer note 8.7. Trade and other payables) 832,910 711,678 1,745,899 1,446,703 Write down of inventory to net realisable value charged to the income statement 287,974 251,505 8.6. Trade and other receivables 2026 2025 R'000 R'000 Trade receivables 16,499,268 16,358,339 Loss allowances (492,792) (544,513) Net trade receivables 16,006,476 15,813,826 Forward exchange contracts asset 2,191 7,140 Receivables relating to customer contracts 947,579 1,257,499 Deposits and prepayments 1,175,250 1,134,162 Value added tax receivable 208,470 221,242 Receivables arising on disposal of subsidiaries and or associates 6,098 - Finance lease receivable 38,684 70,650 Other operating receivables * 1,505,678 1,623,112 19,890,426 20,127,631 The total number of debtors per reporting division was obtained and the average turnover per trade debtor was calculated for each reporting division. Based on the average turnover per trade debtor in comparison to the Group's total turnover for the year, there was no significant concentration of credit risk to any single trade debtor. The concentration of credit risk is therefore limited due to the customer base being large and independent. The Group does not have any significant credit risk exposure to any single counterparty or any group of counterparties having similar characteristics. It was noted that the Group's largest exposure to a single customer group, across multiple geographies is R338 million (2025: R368 million). Management, in the various geographies, have assessed the recoverability of these amounts due in their geographies, and believe that the amounts due and not impaired are recoverable in full. * Other operating receivables consist of a variety of items which are not individually material. Although these receivables and other non-trade receivables are also subject to impairment requirements of IFRS 9, the expected credit loss was not material: Other operating receivables R15 million (2025: R25 million) and receivables relating to customer contracts R31 million (2025: R27 million). The majority of trade and other receivables are fixed in the subsidiaries' local currency. As trade and other receivables have limited exposure to exchange rate fluctuations, a currency analysis has not been included. Refer note 11. Risk management for further disclosure on trade receivables, loss allowances, forward exchange contracts, currency and interest rate swaps. Inventories are stated at the lower of cost and estimated net realisable value. Estimated net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses. The cost of raw materials, finished goods, parts and accessories is determined on either the first in, first out or average cost basis. The cost of manufactured inventory and work in progress includes materials and parts, direct labour, other direct costs and includes an appropriate portion of overheads, but excludes interest expenses. New and used motor vehicle inventory acquired under floorplan arrangements, remains as security to the respective floorplan provider until the purchase price has been paid. Vehicles and vehicle parts purchased in terms of manufacturers’ standard franchise agreements or floorplan facilities are recognised as inventory when received as this is when control has been transferred. Trade receivables consist of a large number of customers, spread across diverse industries and geographical areas. Ongoing credit evaluation is performed by the operational management on the financial condition of the operation's customers. As a result of the decentralised structure, operational management have the responsibility of determining the loss allowances in respect of trade receivables. This is done under the oversight of the Divisional Audit Committees, and ultimately the Group Audit Committee. The operations' average credit period depend on the type of industry in which they operate as well as the credit worthiness of their customers. The majority of the customers are given credit terms ranging from cash on delivery to 60 days from statement. The largest loss allowance for a specific trade receivable was obtained for each reporting operation and calculated as a percentage of the Group's total loss allowance. It was determined that such percentage did not exceed 4,2% (2025: 3,8%) of the total loss allowance raised at year end for continuing operations. 45 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 8. Operating assets and liabilities (continued…) 8.6. Trade and other receivables (continued…) Movement in expected credit losses in respect of trade receivables 2026 2025 R'000 R'000 Balance at 1 July 544,513 600,520 Loss allowance raised during the year 180,261 166,533 Services South Africa 24,076 8,358 Services International 55,635 66,241 Branded Products 35,966 40,746 Freight 10,652 10,575 Automotive 23,556 12,376 Commercial Products 29,246 27,940 Properties 1,130 220 Corporate and investments - 77 Write-offs during the year (135,404) (134,244) Services South Africa (9,804) (13,266) Services International (65,754) (69,705) Branded Products (10,523) (8,676) Freight (7,594) (6,783) Automotive (11,475) (1,460) Commercial Products (30,254) (34,169) Corporate and investments - (185) Net acquisition of businesses and recognition of subsidiary 7,666 54,002 Services South Africa 7,495 5,249 Services International 171 32,369 Branded Products - 10,398 Automotive - 5,986 Reversal of loss allowance during the year (86,891) (141,526) Services South Africa (6,883) (8,835) Services International (1,657) (58,201) Branded Products (35,695) (25,774) Adcock Ingram (3,928) (12,891) Freight (4,467) (2,176) Automotive (16,936) (15,726) Commercial Products (16,739) (17,923) Properties (586) - Reclassification of discontinued operations to disposal group assets held-for-sale - (8,093) Exchange rate adjustments (17,356) 7,321 Balance at 30 June 492,789 544,513 Refer note 4.6. Financial instruments for further details on impairments. Receivables are considered to be in default when the payment terms are have been exceeded with more than 60 days without any reason or subsequent arrangement to extend payment terms. As a practical expedient, the Group uses a provision matrix based on the Group's historical default rates over the expected life of the trade, contract and lease receivables and is adjusted for forward looking estimates. Historical default rates have been assessed using a 24 month period. Forward looking estimates include the economic outlook of the country in which the customer resides. The impact of global conflicts such as the continuing war in Ukraine and the conflict in the Strait of Hormuz, sustained global inflation and interest rates have been factored into the Group's ECL models. The Group has further identified GDP, headline inflation and consumer confidence in the countries in which it sells its goods and services as the most relevant factors. The impairment methodology applied depends on whether there has been a significant increase in credit risk. The Group applies the simplified approach to determine the expected credit losses (ECL) for trade receivables, contract assets and lease receivables (collectively, trade and other receivables). This results in calculating lifetime ECLs for these receivables. A loss allowance is recognised at the first reporting date on which the receivable is recognised. After initial recognition, the loss allowance is adjusted, up or down, in the consolidated income statement at each consolidated statement of financial position date as the forward looking estimates change. Receivables are credit impaired if there is no reasonable expectation of recovery. Credit impairment arises in the case of outstanding amounts over 120 days past due where there has been no communication received from the debtor. Credit impaired receivables are written off with subsequent recoveries of amounts previously written off credited to the consolidated income statement. 46 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 8. Operating assets and liabilities (continued…) 8.6. Trade and other receivables (continued…) Collateral held on past due amounts Fair value of collateral held Trade receivables net of impairment allowance Fair value of collateral held Trade receivables net of impairment allowance R'000 R'000 R'000 R'000 Personal surety * 3,954 * 939 Services 3,159 - Branded Products - 2 Commercial Products 243 165 Properties 552 772 Cover by credit insurance 1,040,487 1,037,162 888,198 890,581 Branded Products 50,000 32,034 47,242 49,451 Adcock Ingram 544,067 544,067 485,007 485,007 Freight 215,429 215,429 121,937 121,937 Commercial Products 230,991 245,632 234,012 234,186 Pledge of assets - - 226 226 Branded Products - - 226 226 Other 45,608 45,608 54,368 59,922 Branded Products - - 976 173 Freight 44,591 44,591 49,033 49,033 Automotive - - 203 6,560 Commercial Products 1,017 1,017 4,156 4,156 Total 1,086,095 1,086,724 942,792 951,668 * An accurate fair value cannot be attached to personal surety. 20252026 In certain instances the Group's operations reserve the right to collect inventory sold when the outstanding debt is not settled by the customer. Where it is the business of the operation to finance assets, the assets are held as collateral in respect of the outstanding debt. The collateral detailed above is in addition to these aforementioned measures taken to reduce credit risk in respect of trade receivables. 47 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 8. Operating assets and liabilities (continued…) 8.6. Trade and other receivables (continued…) 2026 2025 ECL as % of gross receivable Gross trade receivables Expected credit losses Net trade receivables ECL as % of gross receivable Gross trade receivables Expected credit losses Net trade receivables % R'000 R'000 R'000 % R'000 R'000 R'000 Not past due 0.5% 11,597,756 (63,691) 11,534,065 0.6% 11,383,392 (66,387) 11,317,005 Services South Africa 1.2% 1,191,813 (13,825) 1,177,988 1.3% 914,308 (12,331) 901,977 Services International 0.6% 4,550,672 (29,145) 4,521,527 0.6% 4,401,043 (25,176) 4,375,867 Branded Products 0.8% 1,062,208 (8,703) 1,053,505 1.6% 1,105,633 (17,688) 1,087,945 Adcock Ingram 0.5% 1,157,201 (6,296) 1,150,905 0.3% 1,303,597 (4,403) 1,299,194 Freight 0.1% 2,246,502 (2,462) 2,244,040 0.1% 2,214,544 (3,137) 2,211,407 Automotive 0.7% 360,107 (2,604) 357,503 0.6% 398,592 (2,235) 396,357 Commercial Products 0.1% 1,029,239 (656) 1,028,583 0.1% 1,045,675 (1,417) 1,044,258 Properties 0.0% 14 - 14 0.0% - - - Past due 0 - 30 days 0.9% 2,679,827 (24,467) 2,655,360 1.4% 2,724,907 (37,268) 2,687,639 Services South Africa 0.7% 208,305 (1,481) 206,824 1.6% 343,477 (5,575) 337,902 Services International 0.6% 778,536 (4,786) 773,750 1.4% 933,062 (13,464) 919,598 Branded Products 1.2% 243,276 (2,806) 240,470 2.2% 218,672 (4,878) 213,794 Adcock Ingram 0.5% 569,717 (2,923) 566,794 0.5% 559,302 (2,845) 556,457 Freight 0.7% 463,212 (3,158) 460,054 0.4% 327,985 (1,413) 326,572 Automotive 0.3% 60,243 (154) 60,089 7.9% 35,104 (2,788) 32,316 Commercial Products 2.5% 353,281 (9,001) 344,280 2.1% 306,603 (6,305) 300,298 Properties 52.0% 304 (158) 146 0.0% 346 - 346 Corporate and investments0.0% 2,953 - 2,953 0.0% 356 - 356 31 - 120 days 9.2% 1,548,277 (142,871) 1,405,406 7.9% 1,483,638 (117,177) 1,366,461 Services South Africa 4.1% 248,108 (10,152) 237,956 2.0% 158,430 (3,245) 155,185 Services International 8.9% 716,195 (63,763) 652,432 4.8% 773,189 (37,028) 736,161 Branded Products 16.1% 143,622 (23,169) 120,453 23.0% 132,706 (30,470) 102,236 Adcock Ingram 1.5% 129,008 (1,995) 127,013 0.7% 130,017 (875) 129,142 Freight 14.4% 141,556 (20,365) 121,191 15.7% 144,182 (22,621) 121,561 Automotive 10.4% 53,654 (5,591) 48,063 16.8% 35,388 (5,940) 29,448 Commercial Products 15.3% 116,004 (17,780) 98,224 15.5% 109,432 (16,998) 92,434 Properties 50.0% 112 (56) 56 0.0% 221 - 221 Corporate and investments0.0% 18 - 18 0.0% 73 - 73 121 + days 38.9% 673,408 (261,763) 411,645 42.2% 766,402 (323,681) 442,721 Services South Africa 44.2% 42,255 (18,661) 23,594 33.9% 24,094 (8,158) 15,936 Services International 18.6% 326,707 (60,673) 266,034 29.2% 382,317 (111,566) 270,751 Branded Products 78.5% 80,321 (63,039) 17,282 87.9% 62,490 (54,934) 7,556 Adcock Ingram 30.9% 55,445 (17,146) 38,299 26.7% 90,628 (24,166) 66,462 Freight 25.1% 21,044 (5,288) 15,756 15.0% 37,072 (5,550) 31,522 Automotive 80.3% 21,628 (17,359) 4,269 94.4% 20,755 (19,599) 1,156 Commercial Products 63.1% 124,652 (78,681) 45,971 66.8% 148,330 (99,099) 49,231 Properties 72.4% 1,266 (916) 350 93.8% 649 (609) 40 Corporate and investments0.0% 90 - 90 0.0% 67 - 67 Total 3.0% 16,499,268 (492,792) 16,006,476 3.3% 16,358,339 (544,513) 15,813,826 - - - - - - * ECL decreased year on year due to increased performance in credit profile of the Group's debtors over time. Ageing of trade receivables at 30 June 48 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 8. Operating assets and liabilities (continued…) 8.7. Trade and other payables 2026 2025 R'000 R'000 Trade payables 9,234,195 9,380,895 Non-interest bearing floorplan creditors 832,910 711,678 Forward exchange contracts liability 48,931 18,462 Payables relating to customer contracts 2,077,303 2,160,993 Value added tax liability 957,432 1,081,714 Salary and wage related accruals 4,434,785 4,078,820 Adcock Ingram Black Managers Share Trust cash settled share-based payment scheme - 35,619 Adcock Ingram cash settled share-based payment scheme 85,658 - Goods in transit and other stock accruals 737,860 825,907 Operating expense accruals 3,659,087 4,260,511 22,068,161 22,554,599 Trade payables by segment 2026 2025 R'000 R'000 Trade payables Services South Africa 635,897 604,371 Services International 1,305,147 1,678,214 Branded Products 1,225,991 953,618 Adcock Ingram 982,544 1,232,430 Freight 3,073,753 2,837,571 Automotive 545,984 601,599 Commercial Products 1,454,001 1,369,887 Properties 7,068 19,777 Corporate and investments 3,810 83,428 9,234,195 9,380,895 - The Group incurs currency risk as a result of purchases and sales which are denominated in a currency other than the Group entities’ functional reporting currency. It is Group policy that Group entities hedge all trade receivables and trade payables denominated in a foreign currency which differs to its functional currency, no hedge accounting is applied to these transactions. At any point in time the entities also take out economic hedges over their estimated foreign currency exposure resulting from sales and purchases. The Group entities hedge their foreign currency risk exposure either by taking out forward exchange contracts (FECs) or alternatively by purchasing in advance the foreign currency which will be required to settle the trade payables. Most of the forward exchange contracts have maturities of less than one year after the balance sheet date. Where necessary, the forward exchange contracts are rolled over at maturity. It is the Group's policy not to trade in derivative financial instruments for speculative purposes. The majority of trade and other payables are fixed in the subsidiaries' local currency. Since trade and other payables have limited exposure to exchange rate fluctuations, a currency analysis has not been included. Refer note 11. Risk Management for further disclosure. The periods in which the cash flows associated with the forward exchange contracts are expected to occur are detailed below under the heading 'Settlement'. The periods in which the cash flows are expected to impact the income statement are believed to be in the same time frame as when the actual cash flows occur. 49 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 8. Operating assets and liabilities (continued…) 8.7. Trade and other payables (continued…) Forward exchange contracts Foreign Rand amount amount 2026 000's 000's In respect of forward exchange contracts relating to foreign liabilities as at 30 June 2026 Japanese yen July 2026 - September 2026 (3,420,426) (367,705) US dollar July 2026 - October 2026 (31,858) (526,482) Euro July 2026 - November 2026 (6,322) (121,976) Chinese Yuan July 2026 - September 2026 (20,128) (49,891) Other July 2026 - February 2027 (299) (4,563) (1,070,617) In respect of forward exchange contracts relating to foreign assets as at 30 June 2026 Japanese yen July 2026 - November 2026 49,817 5,131 US dollar July 2026 - October 2026 3,176 51,353 Other July 2026 834 16,223 72,707 In respect of forward exchange contracts relating to goods and services ordered not accounted for as at 30 June 2026 Japanese yen July 2026 - November 2026 (56,271) (5,779) US dollar July 2026 - February 2027 (25,518) (387,751) Euro July 2026 - August 2027 (25,518) (503,764) Other July 2026 - September 2026 (1,161) (12,708) (910,002) Foreign Rand amount amount 2025 000's 000's In respect of forward exchange contracts relating to foreign liabilities as at 30 June 2025 Japanese yen July 2025 - October 2025 (2,212,275) (282,837) US dollar July 2025 - September 2025 (9,998) (181,980) Euro July 2025 - September 2025 (2,125) (44,116) Chinese Yuan July 2025 - September 2025 (6,096) (15,302) Other July 2025 - September 2025 (215) (5,166) (529,401) In respect of forward exchange contracts relating to foreign assets as at 30 June 2025 Japanese yen July 2025 - August 2025 546,468 69,273 US dollar July 2025 4,097 74,733 Sterling July 2025 52 1,255 145,261 In respect of forward exchange contracts relating to goods and services ordered not accounted for as at 30 June 2025 Japanese yen July 2025 - September 2025 (80,268) (10,043) US dollar July 2025 - February 2026 (37,735) (686,623) Euro July 2025 - May 2026 (30,019) (620,236) Chinese Yuan July 2025 - September 2025 (1,269) (3,178) Other July 2025 - August 2025 (32) (135) (1,320,215) Contract value The total value of trade receivables and trade payables whose payment terms are fixed in a foreign currency other than its functional currency are R206 million (2025: R251 million) and R1 054 million (2025: R692 million), respectively. Settlement Settlement Contract value 50 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 8. Operating assets and liabilities (continued…) 8.8. Provisions 2026 2025 R'000 R'000 Long-term portion 487,208 578,380 Short-term portion 383,216 426,541 870,424 1,004,921 Onerous contracts Business Integration Insurance liabilities Legal claims Other Total R'000 R'000 R'000 R'000 R'000 R'000 Balance at 1 July 2024 13,927 226,670 158,772 462,118 55,179 916,666 Created 1,189 34,744 135,038 279,677 21,554 472,202 Utilised (7,889) (39,957) (140,845) (283,705) (32,805) (505,201) Net acquisition of businesses 14,995 69,304 - - 9,614 93,913 Reclassification of discontinued operations to disposal group - (7,000) - - - (7,000) Exchange rate adjustments 780 11,362 - 22,199 - 34,341 Balance at 30 June 2025 23,002 295,123 152,965 480,289 53,542 1,004,921 Created 8,888 6,506 139,838 223,569 39,718 418,519 Utilised (7,064) (67,291) (143,086) (247,325) (22,179) (486,945) Exchange rate adjustments (2,153) (24,183) - (39,735) - (66,071) Balance at 30 June 2026 22,673 210,155 149,717 416,798 71,081 870,424 - Onerous contracts Business integration Insurance liabilities Legal claims Other Legal claims include provisions raised under IAS37 for the estimated cost of claims not covered by the Group's insurance policies and in certain instances for the cost of claims below the Group's inner deductibles. Legal claims have long lead times and the provision is determined using actuarial assumptions. Included in other is a provision raised for the estimated cost of honouring warranties on certain products sold where the manufacturers' warranty is inadequate or not available, R71 million (2025: R54 million). Insurance liabilities include amounts provided for under IFRS 17: Liability for Incurred Claims, the risk-adjusted present value of expected future cash outflows for claims related to events that have already occurred. The best estimate of these cash flows and a risk adjustment for non-financial risk, representing the uncertainty and cost of fulfilling those claims; and the Liability for Remaining Coverage, which covers future claims from events not yet occurred. Provisions raised to restructure and re-align the Group's operations to reduced demand. Included are provisions for retrenchment arising from s189 (of the Labour Relations Act) notice and consultation processes and other provisions necessary to right-size the business. Onerous contracts are identified through regular reviews of the terms and conditions of contracts as well as on the acquisition of businesses. A provision for onerous contracts is calculated as the present value of the portion which management deem to be onerous in light of the current market conditions, discounted using market-related rates. 51 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 8. Operating assets and liabilities (continued…) 8.9. Lessor accounting Operating lease income 2026 2025 R'000 R'000 Fixed lease receipts 141,203 144,085 Other operating lease income 6,925 6,693 148,128 150,778 Undiscounted contractual receipts from operating lease contracts Land and buildings 93,538 122,874 Due in one year 28,638 42,625 Due after one year but within five years 36,891 56,953 Due after five years 28,009 23,296 Equipment and vehicles 28,811 40,044 Due in one year 25,698 35,247 Due after one year but within five years 3,113 4,797 122,349 162,918 Finance lease income Finance income on net investment in lease - continuing operations 6,099 11,210 Movement in carrying value of net investment in finance leases Opening balance 70,650 2,379,353 Additions - 27,315 Reclassification to discontinued operations disposal group assets held-for-sale - (2,298,440) Finance income 6,099 11,210 Receipts (38,065) (48,788) 38,684 70,650 Undiscounted contractual receipts from finance lease contracts Equipment and vehicles 42,629 81,227 Due in one year 27,986 30,969 Due after one year but within five years 14,643 50,258 42,629 81,227 Impact of discounting (3,945) (10,577) 38,684 70,650 The Group generates revenues from operating lease and finance lease contracts. Lease revenues accrue from business and office equipment (Konica Minolta), commercial and warehouse properties (Bidvest Properties) and material handling equipment (Bidvest Materials Handling). 52 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 8. Operating assets and liabilities (continued…) 8.10. Segmental operating assets 2026 2025 R'000 R'000 Services South Africa 4,544,166 4,230,791 Services International 12,330,117 13,083,173 Branded Products 5,084,420 5,031,377 Adcock Ingram 7,079,727 7,405,037 Freight 11,329,433 9,762,371 Commercial Products 7,939,465 8,275,292 Automotive 6,901,805 6,810,820 Properties 4,870,643 4,868,899 Corporate and investments 659,625 913,544 60,739,401 60,381,304 Inter-group eliminations (974,669) (1,082,793) 59,764,732 59,298,511 Geographic region Southern Africa 50,301,258 48,873,318 International 10,438,143 11,507,986 60,739,401 60,381,304 Reconciliation to total assets Operating assets 59,764,732 59,298,511 Goodwill 26,214,571 27,097,419 Intangible assets 15,983,752 17,231,210 Deferred taxation asset 2,015,943 1,970,143 Currency swap derivative asset 127,677 26,790 Taxation 391,716 588,787 Cash and cash equivalents 6,266,605 6,193,638 Disposal group assets held-for-sale 11,858,093 12,183,674 122,623,089 124,590,172 Operating assets include property, plant and equipment, right-of-use assets, investments, interest in associates and joint ventures, inventories, trade and other receivables and defined benefit pension surplus. 53 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 8. Operating assets and liabilities (continued…) 8.11. Segmental operating liabilities 2026 2025 R'000 R'000 Services South Africa 3,088,135 2,963,164 Services International 9,828,114 10,639,483 Branded Products 2,512,269 2,445,167 Adcock Ingram 2,460,410 2,650,077 Freight 6,040,507 4,621,468 Commercial Products 3,325,986 3,256,192 Automotive 2,931,049 3,098,458 Properties 31,501 74,430 Corporate and investments 327,978 367,731 30,545,949 30,116,170 Inter-group eliminations (974,669) (1,082,793) 29,571,280 29,033,377 Geographic region Southern Africa 21,835,697 20,454,916 International 8,710,252 9,661,254 30,545,949 30,116,170 Reconciliation to total liabilities Operating liabilities 29,571,280 29,033,377 Deferred taxation liabilities 4,904,458 5,308,499 Interest bearing borrowings 35,203,934 39,087,821 Vendors for acquisition 679 24,143 Taxation 349,360 230,403 Disposal group liabilities held-for-sale 9,176,361 9,491,372 79,206,072 83,175,615 Operating liabilities include post retirement obligations, trade and other payables and provisions, amounts owed to bank depositors and lease liabilities. 54 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 9. Business combinations, goodwill and intangibles 9.1. Subsidiaries Contribution to non-controlling interests 2026 2025 R'000 R'000 Profit allocated to non-controlling interests Adcock Ingram 333,752 303,467 Other non-controlling interests 55,999 68,581 Total profit allocated to non-controlling interests 389,751 372,048 Accumulated non-controlling interests Adcock Ingram 3,220,167 3,033,902 Non-controlling interests of Adcock Ingram 3,220,241 3,033,957 Non-controlling interests of Adcock Ingram subsidiaries (74) (55) Other non-controlling interests 238,567 336,005 Total accumulated non-controlling interests 3,458,734 3,369,907 The summarised financial information below of Adcock Ingram represents amounts before intergroup eliminations. R'000 R'000 Statement of financial position items Current assets 5,664,868 5,242,015 Non-current assets 3,266,032 3,493,666 Current liabilities (2,403,566) (2,546,762) Non-current liabilities (311,890) (355,488) Non-controlling interests 74 55 Equity attributable to the owners of the company (6,215,518) (5,833,486) Statement of comprehensive income items Revenue 9,708,166 9,760,332 Expenses 8,774,266 8,901,818 Profit for the year 933,900 858,514 Profit attributable to the owners of the company 933,900 858,514 Other comprehensive income attributable to owners of the company (will not subsequently be reclassified to profit or loss)- 719 Other comprehensive income attributable to owners of the company (may subsequently be reclassified to profit or loss)- 9,922 Total comprehensive income for the year 933,900 869,155 Dividends paid to non-controlling interests 18 11 Statement of cash flow items Cash inflow from operating activities 742,621 432,434 Cash outflow from investing activities (123,369) (283,423) Cash outflow from financing activities 49,122 (133,486) Net cash inflow 668,374 15,525 A list of the Group's significant subsidiaries, their country of incorporation and principal place of business, the Group's percentage shareholding and an indication of their nature of business is included in Annexure A of these consolidated financial statements. Non-controlling interests in subsidiaries are identified separately from the Group’s equity therein. Non-controlling interest is initially measured at fair value or at the non- controlling interests’ proportionate share of the fair value of the acquiree’s identifiable net assets. The choice of measurement is made on an acquisition-by-acquisition basis. Changes in the Group’s interests in subsidiaries that do not result in a loss of control are accounted for as equity transactions. The carrying amount of the Group’s interests and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributed to the owners of the Company. The Group's effective economic interest in Adcock Ingram Holdings Limited (Adcock) is 64,25% (2025: 64,8%). The year on year dilution arose on the acquisition by Natco Pharma of 1 291 875 Adcock ordinary shares, held as treasury shares by an Adcock subsidiary, for R75 per share (R97 million). 55 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 9. Business combinations, goodwill and intangibles (continued…) 9.2. Acquisition of businesses, subsidiaries and associates Acquisition of businesses, subsidiaries and associates 2026 2025 R'000 R'000 Property, plant and equipment (64,054) (420,088) Right-of-use assets (302) (229,058) Deferred taxation 109,719 330,320 Inventories (1,429) (315,273) Trade and other receivables (64,654) (871,416) Cash and cash equivalents (73,313) (531,289) Borrowings 9,846 230,970 Trade and other payables and provisions 71,439 1,419,300 Lease liabilities 490 258,460 Taxation 3,840 (5,680) Intangible assets (455,914) (2,055,296) Net fair value of (assets) liabilities (464,332) (2,189,050) Goodwill (1,032,774) (6,949,639) Non-controlling interest - 1,036 Total value of acquisitions * (1,497,106) (9,137,653) Less: Cash and cash equivalents acquired 73,313 531,289 Vendors for acquisition at beginning of year (24,143) (124,918) Vendors for acquisition at end of year 679 24,143 Costs incurred in respect of acquisitions (74,373) (298,185) Exchange rate adjustments 1,348 (3,135) Net amounts paid (1,520,282) (9,008,459) Goodwill arose on the acquisitions as the anticipated value of future cash flows that were taken into account in determining the purchase consideration exceeded the net assets acquired at fair value. The Directors believe that the goodwill of the acquisitions reflects, the expectation that the businesses will continue to generate new customers over time, the acquired workforce (which is not an identifiable asset for financial reporting purposes), and the growth opportunities. The acquisitions have enabled the Group to expand its range of complementary products and services and, as a consequence, has broadened the Group's base and geographic reach in the market place. Bidvest Services International acquired the Singapore based Cleanbio Hygiene for SGD 1,7 million (R23 million) and Arepla a Spanish pest control company for EUR 761 thousand (R15 million). These minor acquisitions enhance the Group's product and service offerings in the respective regions. During the period the Group also made the following less significant "bolt-on" acquisitions, which were funded from existing facilities and cash resources: * (refer note 9.4 for key assumptions regarding fair value of assets and liabilities acquired). Effective 14 October 2025 Bidvest Services (Pty) Ltd acquired 100% of the ordinary share capital and voting rights of the Aquatico Group of companies (Aquatico), comprising primarily of Aquatico Scientific (Pty) Ltd, Aquatico Laboratories (Pty) Ltd, Aquatico Monitoring (Pty) Ltd and Aquatico Analytical (Pty) Ltd. Aquatico, established in 1998, is a Pretoria based environmental monitoring and testing laboratory specialising in environmental monitoring, laboratory analyses and scientific assessment reports delivered using cutting edge technology and innovation to an extensive customer base. The acquisition price of R1,5 billion was funded using the Group's existing facilities and cash resources. The acquisition is included in the Bidvest Services South Africa segment and compliments last year's acquisition of Synerlytic Group Holdings (Pty) Ltd (WearCheck) and augments the Group's Testing, Inspection, and Certification (TIC) offering. (refer note 9.4. for key assumptions regarding fair value of assets and liabilities acquired). 56 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 9. Business combinations, goodwill and intangibles (continued…) 9.2. Acquisition of businesses, subsidiaries and associates (continued…) Aquatico Other acquisitions Total R'000 R'000 R'000 Identifiable assets and liabilities acquired Property, plant and equipment 62,437 1,617 64,054 Right-of-use assets - 302 302 Deferred taxation (109,719) - (109,719) Inventories - 1,429 1,429 Trade and other receivables 55,722 8,932 64,654 Cash and cash equivalents 71,434 1,879 73,313 Borrowings (9,846) - (9,846) Trade and other payables and provisions (69,754) (1,685) (71,439) Lease liabilities - (490) (490) Taxation (3,406) (434) (3,840) Intangible assets 455,914 - 455,914 452,782 11,550 464,332 Goodwill 1,005,931 26,843 1,032,774 Net assets acquired 1,458,713 38,393 1,497,106 Less: Cash and cash equivalents acquired (71,434) (1,879) (73,313) Net consideration 1,387,279 36,514 1,423,793 Trade and other receivables stated net of the following loss allowances Expected credit loss allowances (7,495) (171) (7,666) Contribution to results for the year Revenue 213,025 29,230 242,255 Profit or (loss) 122,776 6,630 129,406 Contribution to results for the year if the acquisitions had been effective on 1 July 2025 Revenue 279,731 35,668 315,399 Profit or (loss) 160,524 7,649 168,173 The impact of the acquisitions on the Group’s results can be summarised as follows: 57 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 9. Business combinations, goodwill and intangibles (continued…) 9.3. Proceeds on disposal of interest in subsidiaries and associates, and disposal and closure of businesses 2026 2025 R'000 R'000 Property, plant and equipment 9,020 - Deferred taxation (2,881) - Interest in associates 100 - Investments and advances 30,236 - Inventories 88,267 - Trade and other receivables 43,532 - Cash and cash equivalents and bank overdrafts 87,424 - Trade and other payables and provisions (113,595) - Taxation 3,718 - Carrying value of net assets 145,821 - Non-controlling interest (58,559) - Realisation of foreign currency translation reserves (1,260) - Net loss on disposal of interest in subsidiaries and associates, and disposal and closure of businesses (3,772) - Cash and cash equivalents and bank overdrafts disposed of (87,424) - Other receivables arising on disposal of subsidiaries and associates * (6,098) 20,052 Net cash impact (11,292) 20,052 Autohaus Other disposals Total R'000 R'000 Identifiable assets and liabilities disposed Property, plant and equipment (8,421) (599) (9,020) Deferred taxation (1,252) 4,133 2,881 Interest in associates - (100) (100) Investments and advances - (30,236) (30,236) Inventories (87,710) (557) (88,267) Trade and other receivables (6,749) (36,783) (43,532) Cash and cash equivalents and bank overdrafts (51,373) (36,051) (87,424) Trade and other payables and provisions 42,780 70,815 113,595 Taxation (667) (3,051) (3,718) Carrying value of net assets (113,392) (32,429) (145,821) Non-controlling interest 54,921 3,638 58,559 Realisation of foreign currency translation reserve - 1,260 1,260 Total net assets disposed (58,471) (27,531) (86,002) Settled as follows: Cash and cash equivalents and bank overdrafts disposed of 51,373 36,051 87,424 Net loss on disposal of operations (1,494) 5,266 3,772 Other receivables arising on disposal of subsidiaries and associates - 6,098 6,098 Net proceeds on disposal of businesses, subsidiaries, associates and investments (8,592) 19,884 11,292 On 23 June 2026 Bidvest Services South Africa disposed of its 75% holding in WearCheck Ghana Ltd for R9 million of which R6 million has been deferred. WearCheck Ghana provides condition monitoring and tribology services from it's Ghanaian laboratory facilities. On 24 June 2026 Bidvest Automotive disposed of its 100% holding in Autosure Pty Ltd (Autosure) for R13,5 million. Autosure is an underwriting management agency specialising in insurance and value-added products and services in the South African motor retail industry. The synergies expected from Autosure, which was acquired in November 2022, did not materialised and upon reassessment the decision was made to dispose of this investment. Over time the Group prefers to own 100% of it's subsidiaries, when this cannot be achieved the investment is reassessed. The decision was made to divest from Autohaus and WearCheck Ghana. The impact of the above disposals on the Group’s results can be summarised as follows: * The receivable arose on disposal of WearCheck Ghana and is included in trade and other receivables (refer note 8.6. Trade and other receivables) (2025: The receivable arose on disposal of Ontime Automotive (2021), the consideration has now been received in full). On 1 March 2026 Bidvest Automotive disposed of its 50% holding in Autohaus Centurion Pty Ltd (Autohaus) for R60 million. Autohaus is an authorised Volkswagen and Audi dealership situated in Centurion, which provides a complete range of automotive solutions including new and pre-owned vehicle sales, certified vehicle servicing, genuine parts, and specialised maintenance plans. 58 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 9. Business combinations, goodwill and intangibles (continued…) 9.4. Intangible assets Patents, trademarks, tradenames and other intangibles 3 to 20 years or indefinite life Customer relationships 10 to 20 years or indefinite life Computer software 3 to 8 years Impairment of intangible assets 2026 * 2025 Local International Local International Terminal rate (range) 2,3% to 6,0% 4,5% to 4,8% 2,5% to 6,0% 4,5% to 4,8% Pre-tax discount rate (range) 14,6% to 18,2% 13,4% to 14,6% 16,5% to 19,4% 15,5% to 15,9% Growth rate 2,0% to 7,4% 4,4% to 4,5% 2,8% to 6,3% 4,4% to 4,5% * 2026 pre-tax discount rates were impacted by decreases in risk free rates. a 1% increase or decrease in key assumptions does not give rise to a material change in recoverable amount. Carrying value of intangible assets 2026 2025 R'000 R'000 Patents, trademarks, tradenames and other intangibles* 10,296,438 10,942,306 Cost 12,060,007 12,473,510 Accumulated amortisation and impairments (1,763,569) (1,531,204) Customer relationships 5,393,366 6,009,132 Cost 7,739,167 8,076,907 Accumulated amortisation and impairments (2,345,801) (2,067,775) Computer software 281,678 237,058 Cost 1,563,720 1,524,535 Accumulated amortisation and impairments (1,282,042) (1,287,477) Capital work-in-progress 12,270 42,714 15,983,752 17,231,210 * Included in Patents, trademarks, tradenames and other intangible assets are indefinite intangible assets of approximately R10 billion. Software development costs are capitalised and are stated at cost less accumulated amortisation and accumulated impairment losses. Expenditure on research, internally generated goodwill and brands is recognised in the income statement as an expense as and when incurred. Subsequent expenditure on capitalised intangible assets is capitalised only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure is expensed as incurred. Useful lives are examined on an annual basis and adjustments, where applicable, are made on a prospective basis. Included in patents, trademarks, tradenames and other intangibles arising on the acquisition of businesses in the current year are indefinite life intangibles. There is no foreseeable limit to the period over which they are expected to generate net cash inflows. These are considered to have an indefinite life, given the strength and durability of the acquired brands and the level of marketing support. The amortisation and impairment charges are included in operating expenses in the consolidated income statement (refernote 5.7. Profit before finance charges and associate income). The recoverable amounts of the smallest identifiable CGUs or groups of CGUs were determined using the value-in-use method in order to identify impairment of related intangibles. In applying the value-in-use method discounted cash flow calculations were performed over a five year period, net working capital increases were based on expected growth rates in revenue and capex based on maintaining the capital base. Amortisation is charged to the income statement on a straight-line basis over the estimated useful lives of intangible assets unless such lives are indefinite. Intangible assets with an indefinite useful life are tested for impairment at each statement of financial position date, intangible assets with definite lives are tested for impairment when events triggering testing occur. Other intangible assets are amortised from the date they are available for use. The estimated useful lives are currently: 59 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 9. Business combinations, goodwill and intangibles (continued…) 9.4. Intangible assets (continued…) Movement in intangible assets 2026 2025 R'000 R'000 Carrying value at beginning of year 17,231,210 15,490,257 Additions 108,871 216,889 Patents, trademarks, tradenames and other intangibles 8,391 119,295 Customer relationships - 66 Computer software 130,924 85,055 Capital work-in-progress (30,444) 12,473 Expenditure 6,944 23,721 Transfers to other categories* (37,388) (11,248) On acquisition of businesses 455,914 2,055,296 Patents, trademarks, tradenames and other intangibles 64,800 847,630 Customer relationships 391,114 1,207,456 Computer software - 210 Disposals - (3,464) Customer relationships - (3,972) Computer software - 508 Reclassification of discontinued operations to disposal group assets held-for-sale - (247,059) Patents, trademarks, tradenames and other intangibles - (109) Customer relationships - (5,638) Computer software - (241,312) Exchange rate adjustments (995,970) 447,930 Patents, trademarks, tradenames and other intangibles (479,863) 228,405 Customer relationships (513,582) 218,340 Computer software (2,525) 1,185 Amortisation (569,998) (563,062) Patents, trademarks, tradenames and other intangibles (10,506) (11,159) Customer relationships (486,437) (455,975) Computer software (73,055) (95,928) Impairment (246,275) (165,577) Patents, trademarks, tradenames and other intangibles~ (228,691) (160,000) Customer relationships (6,861) (5,577) Computer software (10,723) - Carrying value at end of year 15,983,752 17,231,210 * Transfers of R37 million (2025: R11 million) were made to Computer software. ~ R100 million UAV & Drone Solutions Pty Ltd BVLOS UAV license, R129 million Adcock Ingram brand names. Segmental intangible assets Services South Africa 1,281,413 962,480 Services International 9,135,726 10,560,458 Branded Products 162,907 148,479 Adcock Ingram 4,604,926 4,742,831 Freight 59,990 69,519 Commercial Products 530,874 530,278 Automotive 150,582 158,811 Corporate and investments 57,334 58,354 15,983,752 17,231,210 Geographic region Southern Africa 6,933,611 6,745,125 International 9,050,142 10,486,085 15,983,753 17,231,210 60 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 9. Business combinations, goodwill and intangibles (continued…) 9.4. Intangible assets (continued...) Segmental amortisation and impairments of intangible assets 2026 2025 R'000 R'000 Services South Africa 138,504 18,207 Services International 462,053 451,414 Branded Products 10,867 11,340 Adcock Ingram 137,905 69,374 Freight 20,214 20,966 Commercial Products 7,012 106,539 Automotive 18,195 15,163 Corporate and investments 21,523 35,636 816,273 728,639 Geographic region Southern Africa 362,121 284,256 International 454,152 444,383 816,273 728,639 Indefinite life intangible assets arising on acquisition of subsidiaries and or recognition of subsidiaries: 2026 R'000 R'000 R'000 R'000 R'000 R'000 Bidvest Services South Africa Bidvest Services International Adcock Ingram Bidvest Branded Products Bidvest Commercial Products Bidvest Automotive * UAV & Drone Solutions Pty Ltd BVLOS UAV license 2025 R'000 R'000 R'000 R'000 R'000 R'000 Bidvest Services South Africa Bidvest Services International Adcock Ingram Bidvest Branded Products Bidvest Commercial Products Bidvest Automotive * Matus brand name 479,892 (100,000) Disposals 479,892 851,354 115,000 60,389 811,035 4,194,291 - 60,389 - - - 115,000 3,952,264 10,518,631 - - - - 113,600 - 677,365 - - - - - - - - 4,858,024 - - 4,194,291 Closing balance 697,435 - 228,395 9,538,882 (100,000) - 10,518,631 Cash generating unit Opening balance Impairments*Acquisitions Acquisitions Disposals 4,378,483 579,892 4,858,024 Impairments* 811,035 Opening balance 64,800 10,003,790 (100,100) (479,541) Cash generating unit 775,735 (100,100) - - - 4,194,291 - - - - (479,541) 4,194,291 - - - 115,000 - - - - 115,000 - 479,892 - - 64,800 - Exchange rate adjustments Closing balance 60,389 - - - - 60,389 Exchange rate adjustments 228,395 61 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 9. Business combinations, goodwill and intangibles (continued…) 9.4. Intangible assets (continued...) Definite life intangible assets arising on acquisition and or recognition of subsidiaries: 2026 Group of cash generating units R'000 R'000 R'000 R'000 R'000 R'000 Bidvest Services South Africa Bidvest Services International Adcock Ingram Bidvest Automotive Bidvest Services South Africa 2025 Group of cash generating units R'000 R'000 R'000 R'000 R'000 R'000 R'000 Bidvest Services South Africa Bidvest Services International Adcock Ingram Bidvest Automotive Segmental reconciliation Bidvest Services International (5,630) 1,203,797 5,375,800 113,698 - Opening balance Reclassified to disposal group Acquisitions 9,182 Closing balance 5,666,416 5,630 The fair values of the assets and liabilities have been determined for the acquisition of Countrywide Healthcare Supplies Holdings Limited (Countrywide) and resulted in the identification of definite life customer relationship intangible assets in the amount of GBP8,1 million (R187 million). The MPEEM, using cash flows attributable to the customer related intangible asset, was used to value Customer Relationships, which were estimated to have RULs of 20 years. An existing customer attrition rate of 10% was applied to forecasted existing customer revenues. A WACC of 13,8%, including a company specific risk premium of 1,5%, was applied in the valuation. No value was assigned to the Countrywide brand. A portion of the residual Goodwill is supported by the identified trained and assembled workforce. 92,206 132,020 4,699,336 (453,320) 474,310 (513,760) - Impairments 113,698 5,666,416 AmortisationAcquisitions - - (11,584) - Exchange rate adjustments 122,646 Closing balance The fair values of the assets and liabilities have been provisionally determined for the Citron Hygiene acquisition and resulted in the identification of definite life customer relationship intangible assets in the amount of CAD 41,6 million (R532 million) and indefinite life brand intangible assets of CAD 28 million (R358 million). The MPEEM, using cash flows attributable to the customer related intangible assets was used to value Customer Relationships. Customer relationships were estimated to have RULs of 13 years and an existing customer attrition rate of 15,4%. Nominal discount rates of between 9,3% and 13,3%, including a premium of 1% were applied to forecasted cashflows arising from the North American customer relationships, similarly rates of between 9,5% and 13,5%, including a premium of 1% were applied to forecasted cashflows arising from the United Kingdom customer relationships. The Relief from Royalty Method has been utilised to determine the fair value of the Citron brand, which was founded in 1974 and therefore concluded to have an indefinite life. The use of a pre-tax royalty rate of 3,5% was informed by market data for similar transactions with similar profitability to Citron Hygiene. The goodwill represents the synergies with the hygiene facilities management businesses in the Group. 391,114 - 79,508 (513,760)(505,894) (5,630) - - - - - - (429,951) (5,577) 4,893,859 - 6,004,340 Amortisation Impairments The fair values of the assets and liabilities have been determined for the acquisition of Aquatico and resulted in the identification of definite life customer relationship intangible assets in the amount of R391 million and indefinite life brand intangible assets of R65 million. The Multi-Period Excess Earnings Method (MPEEM), using cash flows attributable to the customer related intangible assets, was used to value Customer Relationships, which were estimated to have Remaining Useful Lives (RUL) of 15 years and an existing customer attrition rate of 13,3%. Nominal discount rates of between 15,5% and 17,5%, including a premium of 0,5%, were applied to forecasted cashflows arising from the customer relationships. The Relief from Royalty Method has been utilised to determine the fair value of the Aquatico brand. Originally established as Eco-Science in 1998 the business was formally rebranded as Aquatico in 2012 and is expected to generate economic benefits indefinitely. The use of a pre-tax royalty rate of 3,3% was informed by comparable transactions and the strength of the Aquatico brand. A portion of the residual Goodwill is supported by the identified trained and assembled workforce. 116,100 (463,101) 218,487 (5,577) 5,056,364 - The fair values of the assets and liabilities have been determined for the acquisition of the Nexgen Facilities Services (Nexgen) group of companies and resulted in the identification of definite life customer relationship intangible assets for Just Ask Estate Services in the amount of GBP3,8 million (R87 million), definite life customer relationship intangible assets for Nexgen in the amount of GBP3,6 million (R83 million) and indefinite life Brand intangible assets for Just Ask Estate Services of GBP 8,9 million (R205 million). The Multi-Period Excess Earnings Method (MPEEM), using cash flows attributable to the customer related intangible asset, was used to value Customer Relationships, which were estimated to have Remaining Useful Lives (RUL) of 15 years. An existing customer attrition rate of 13,3% was applied to forecasted existing customer revenues. A Weighted Average Cost of Capital (WACC) in a range of 14,7% to 16,7%, including a premium of 0,25%, was applied in the valuation. The Relief from Royalty Method has been utilised to determine the fair value of the Just Ask Estate Services brand, which has been in existence for more than 20 years and therefore concluded to have an indefinite future life. The use of a royalty rate of 2,5% was informed by market data for similar transactions that occurred in the last five years and the profitability of Nexgen. A portion of the residual Goodwill is supported by the identified trained and assembled workforce. 6,004,340 - - (12,698) - 92,206 - 98,099 (9,374) 141,394 - - 391,114 (30,502) - Exchange rate adjustments Opening balance - (9,374) - 132,020 218,487 6,299 - (12,192) - - - 989,598 62 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 9. Business combinations, goodwill and intangibles (continued…) 9.4. Intangible assets (continued...) Bidvest Services International (continued…) Bidvest Automotive Bidvest Services South Africa The fair values of the assets and liabilities have been determined for the SERCO (Pty) Ltd (SERCO) acquisition and resulted in the identification of definite life customer relationship intangible assets in the amount of R30 million and indefinite life brand intangible assets of R60 million. The MPEEM, using cash flows attributable to the customer related intangible assets was used to value Customer Relationships. Customer relationships were estimated to have RULs of 10 years and an existing customer attrition rate of 20%. Nominal discount rates of between 16,6% and 18,6%, including a spread of 1%, were applied to forecasted cashflows arising from customer relationships. The Relief from Royalty Method has been utilised to determine the fair value of the SERCO brand, which is well established and been in existence since 1981 and therefore concluded to have an indefinite life. The use of a pre-tax royalty rate of 1,5% was informed by market data for similar transactions with similar profitability to SERCO. A portion of the residual Goodwill is supported by the identified trained and assembled workforce. The fair values of the assets and liabilities have been determined for the DEKRA Automotive (Pty) Ltd (DEKRA) acquisition and resulted in the identification of definite life non- contractual customer relationship intangible assets in the amount of R50,1 million, contractual customer relationship intangible assets of R9,5 million and right of use of brand intangible assets of R8,4 million. The MPEEM, using cash flows attributable to the customer related intangible assets was used to value Customer Relationships. Non- contractual customer relationships were estimated to have a Remaining Useful Life of 13 years and an existing customer attrition rate of 15%. Contractual customer relationships were estimated to have an RUL of 4 years and existing customer attrition rate of 0%. Discount rates of between 19,3% and 21,5%, which includes a company specific premium of between 0% and 1%, were applied to forecasted cashflows arising from customer relationships. The Relief from Royalty Method has been utilised to determine the fair value of the right to use the DEKRA brand. The Group has the right to use the DEKRA brand in South Africa for a maximum period of 5 years. The use of a pre-tax royalty rate of 1,6% (adjusted for licensing fees payable) was informed by market data for similar transactions with similar profitability to DEKRA. A portion of the residual Goodwill is supported by the identified trained and assembled workforce. The fair values of the assets and liabilities have been determined for the acquisition of Synerlytic Group Holdings (Pty) Ltd. Synerlytic Group Holdings (Pty) Ltd (WearCheck) and resulted in the identification of definite life customer relationship intangible assets in the amount of R116,1 million and indefinite life Brand intangible assets of R113,6 million. The MPEEM, using cash flows attributable to the customer related intangible asset, was used to value Customer Relationships, which were estimated to have a Remaining Useful Life (RUL) of 15 years. An existing customer attrition rate of 13,3% was applied to forecasted existing customer revenues. A WACC in a range of 14,1% to 15,4% was applied in the valuation. The Relief from Royalty Method has been utilised to determine the fair value of the WearCheck brand, which has been in existence for more than 20 years and therefore concluded to have an indefinite future life. The use of a pre-tax royalty rate of 3% was informed by market data for similar transactions that occurred in the last five years and the profitability of WearCheck. A portion of the residual Goodwill is supported by the identified trained and assembled workforce. The fair values of the assets and liabilities have been provisionally determined for the Egroup acquisition and resulted in the identification of definite life customer relationship intangible assets in the amount of AUD 8,3 million (R100 million) and indefinite life brand intangible assets of AUD 9,5 million (R114 million). The MPEEM, using cash flows attributable to the customer related intangible assets was used to value Customer Relationships. Customer relationships were estimated to have RULs of 10 years and an existing customer attrition rate of 20%. Nominal discount rates of between 10,2% and 14,2%, including a premium of 0,25% were applied to forecasted cashflows arising from customer relationships. The Relief from Royalty Method has been utilised to determine the fair value of the Egroup brand, which is well established and therefore concluded to have an indefinite life. The use of a pre-tax royalty rate of 2% was informed by market data for similar transactions with similar profitability to Egroup. A portion of the residual Goodwill is supported by the identified trained and assembled workforce. 63 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 9. Business combinations, goodwill and intangibles (continued…) 9.5. Goodwill 2026 2025 R'000 R'000 Carrying value at beginning of year 27,097,419 19,664,282 Exchange rate adjustments (1,915,622) 618,707 On acquisition of businesses 1,032,774 6,949,639 Reclassification of discontinued operations to disposal group assets held-for-sale - (135,209) Carrying value at end of year 26,214,571 27,097,419 The carrying amount of goodwill was allocated to Group segments as follows: R'000 R'000 Services South Africa 3,076,404 2,070,473 Services International 19,047,969 20,936,748 Branded Products 1,271,098 1,271,098 Adcock Ingram 1,303,200 1,303,200 Freight 99,895 99,895 Commercial Products 912,444 912,444 Automotive 476,364 476,364 Properties 27,197 27,197 26,214,571 27,097,419 Geographic region Southern Africa 7,480,920 6,475,509 International 18,733,652 20,621,910 26,214,572 27,097,419 2026 Value-in-use Group segment Impairment R'000 Bidvest Services SA - Carry value < recoverable amount Bidvest Services International - Carry value < recoverable amount Bidvest Freight - Carry value < recoverable amount Bidvest Branded Products - Carry value < recoverable amount Bidvest Commercial Products - Carry value < recoverable amount Bidvest Automotive - Carry value < recoverable amount Bidvest Properties - Carry value < recoverable amount Adcock Ingram - Carry value < recoverable amount * The impact of 1% change in the five year growth rates, terminal growth rate and discount rate on the recoverable amount. ^ 2026 pre-tax discount rates were impacted by decreases in risk free rates. No significant impact No significant impact 18,2% 16,1% 5,0% to 5,6% DCF growth rate Sensitivity *Reasons No significant impact No significant impact 16,8% DCF terminal rate Pre-tax discount rate ^ 4,4% to 4,5% 4,5% to 5,5% 5,1% No significant impact5,5% 14,6% No significant impact No significant impact 5,6% to 5,8% 16,4% No significant impact 4,7% 5,6%5,5% to 5,8% Goodwill acquired through business combinations, is allocated for impairment testing purposes to cash-generating units ("CGU") which reflect how it is monitored for internal management purposes, namely the various segments of the Group. The carrying amount of goodwill was subject to an annual impairment test using the value-in-use and fair value less cost to sell methods. 4,6% 14,1% The recoverable amounts of the Group segments were determined as the higher of the fair value less cost to sell and the value-in-use method using the following inputs: 5,5% 2,3% 16,7%4,0% to 4,5% 2,0% to 2,5% 6,0% to 7,4% 6,0% 17,3% 64 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 9. Business combinations, goodwill and intangibles (continued…) 9.5. Goodwill (continued…) 2025 Value-in-use Group segment Impairment R'000 Bidvest Services SA - Carry value < recoverable amount Bidvest Services International - Carry value < recoverable amount Bidvest Freight - Carry value < recoverable amount Bidvest Branded Products - Carry value < recoverable amount Bidvest Commercial Products - Carry value < recoverable amount Bidvest Automotive - Carry value < recoverable amount Bidvest Properties - Carry value < recoverable amount * The impact of 1% change in the five year growth rates, terminal growth rate and discount rate on the recoverable amount. ^ 2025 pre-tax discount rates were impacted by significant decreases in risk free rates. 2025 Fair value less cost to sell based on discounted cashflows Group segment Impairment R'000 Adcock Ingram - Carry value < recoverable amount 10. Cash and cash equivalents and interest bearing borrowings 10.1. Net finance charges 2026 2025 R'000 R'000 Finance income 194,969 194,223 Interest income on other advances 136,122 147,013 Interest income on finance lease 6,099 11,210 Interest income on bank balances 46,733 7,894 Interest imputed on post-retirement assets 6,015 28,106 Finance charges (3,143,973) (2,941,305) Interest expense on bank overdrafts (317,771) (240,057) Interest expense on listed bonds and commercial paper (612,796) (607,079) Interest expense on Eurobond (566,467) (384,065) Interest on lease liabilities (499,684) (480,819) Interest expense on vehicle lease creditors and floorplan creditors (74,425) (77,498) Interest expense on syndicated multicurrency facility and other borrowings (983,421) (995,056) Interest imputed on post-retirement obligations (5,385) (5,821) Dividends on preference shares included in borrowings (87,234) (156,061) Less borrowing costs capitalised to property, plant and equipment ** 3,210 5,151 (2,949,004) (2,747,082) No significant impact No significant impact 5,3% to 5,5% 4,0% to 4,5% DCF growth rate DCF terminal rate Sensitivity * The recoverable amounts of the Group segments were determined as the higher of the fair value less cost to sell and the value-in-use method using the following inputs: (continued…) 5,5% to 5,8% 5,6% 17,0% 5,5% to 5,7% No significant impact Reasons 4,4% to 4,5% 4,6% 5,0% to 5,6% Pre-tax discount rate ^ No significant impact Pre-tax discount rate Reasons Sensitivity * ** The applicable weighted average interest rate is used to determine the amount of borrowing costs eligible for capitalisation. No significant impact DCF growth rate 4,7% 18,3% 2,8% to 3,2% 2,5% 5,5% DCF terminal rate 17,7% * The impact of 1% change in the five year growth rates, terminal growth rate and discount rate on the recoverable amount. No significant impact 5,5% 19,2% No significant impact 16,7% 15,7% 5,1% 18,7% 6,0% to 6,3% 6,0% 18,1% No significant impact 65 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 10. Cash and cash equivalents and interest bearing borrowings (continued…) 10.1. Net finance charges (Continued…) Reconciliation to consolidated cashflow statement 2026 2025 R'000 R'000 Charge per income statement (3,143,973) (2,941,305) Net non-cash derivative charges (35,209) - Amounts capitalised to borrowings 203,240 267,661 Amounts capitalised to lease liabilities 37,029 33,499 Amounts capitalised to property, plant and equipment (3,210) (5,151) Amounts paid (2,942,123) (2,645,296) Income per income statement 194,969 194,223 Accrued interest on retirement obligations (630) (22,285) Amounts received 194,339 171,938 10.2. Cash and cash equivalents R'000 R'000 Cash on hand and at bank Banking, Insurance and other financial operations 401,548 433,263 Other Group operations 5,865,057 5,760,375 Cash on hand and at bank 6,266,605 6,193,638 Other Group operations 205,312 195,838 Total reserving requirements 205,312 195,838 Amounts included in cash on hand and at bank relating to customer contracts 12,824 10,791 Credit rating Credit rating South African banks Short-term Long-term International banks Short-term Long-term P-Standard Bank South Africa P-1.za Baa3 Barclays Bank P-1 A1 Nedbank P-1.za Baa3 National Westminster Bank P-1 A1 ABSA Bank P-1.za Baa3 Standard Charter Bank P-1 A1 FirstRand Bank P-1.za Baa3 Bank of America Europe D.A.C. P-1 Aa2 Investec Bank P-1.za Baa3 BNP Paribas P-1 A2 Citibank P-1 Aa3 For the purpose of the statement of cash flows, cash and cash equivalents comprise cash on hand, deposits held on call with banks net of bank overdrafts all of which are available for use by the Group unless otherwise stated. Amounts included in cash on hand and at bank relating to banking and insurance subsidiaries where the balances form part of the reserving requirements as required by the Financial Services Act: The Group conducts business with the following major banks: 66 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 10. Cash and cash equivalents and interest bearing borrowings (continued…) 10.3. Borrowings 2026 2025 R'000 R'000 350 13,945 Unsecured borrowings 33,447,190 37,454,050 Bonds 19,378,603 15,048,570 Cumulative redeemable preference shares 876,079 2,993,671 Syndicated Multicurrency facilities 8,806,993 17,911,427 Bilateral fixed GBP term loan 2,885,515 - Other borrowings 1,500,000 1,500,382 Floorplan creditors secured by pledge of inventories (refer note 8.5. Inventories) 912,989 735,025 Borrowings 34,360,529 38,203,020 Bank overdrafts 843,405 884,801 Total borrowings 35,203,934 39,087,821 Less short-term portion of borrowings (8,532,468) (5,336,113) Long-term portion of borrowings 26,671,466 33,751,708 Schedule of repayment of borrowings Year to June 2026 - 4,451,312 Year to June 2027 7,689,063 11,240,736 Year to June 2028 7,992,397 19,346,972 Year to June 2029 4,447,720 1,656,000 Year to June 2030 775,750 796,000 Thereafter 13,455,599 712,000 34,360,529 38,203,020 Financial debt covenants Total borrowings comprise R'000 R'000 Borrowings 34,360,529 38,203,020 Local subsidiaries 11,117,385 11,648,959 Foreign subsidiaries 23,243,144 26,554,061 Overdrafts 843,405 884,801 Local subsidiaries 843,405 877,168 Foreign subsidiaries - 7,633 35,203,934 39,087,821 Effective weighted average rate of interest on % % Local borrowings excluding overdrafts 7,9% 8,2% Foreign borrowings excluding overdrafts 5,6% 5,2% Loans secured by lien over certain property, plant and equipment (refer note 8.1. Property, plant and equipment) The Group is required to ensure that for each measurement period which occurs prior to the Interim Discharge Date: The Net Debt to EBITDA ratio shall be less than 3:1 (three to one); and the Net Interest Cover Ratio shall be greater than 3,5:1 (three comma five to one). At the first measurement period (31 December 2025) Net Debt to EBITDA was 2,2:1 (2025: 2,0:1) and the Net Interest Cover Ratio was 6,4:1 (2025: 6,4:1); at the second measurement period (30 June 2026) Net Debt to EBITDA was 1,9:1 (2025: 2,2:1) and the Net Interest Cover Ratio was 6,1:1 (2025: 6,1:1). The covenant measurement requirements are expected to be met in the foreseeable future. Year on year contractual maturities were impacted as follows: Year to 30 June 2027: R5 billion repurchase of USD Eurobonds maturing 23 September 2026 and early settlement of R880 million cumulative redeemable preference shares. Year to 30 June 2028: R8 billion settlement of Syndicated Multicurrency facility and extension of R2,3 billion term loan to December 2028. Year to 30 June 2029: Extension of R2,3 billion term loan to December 2028 and R547 million new ZAR bond issue. Year to 30 June 2030 & Thereafter: R8 billion new USD Eurobond issue, R3 billion bilateral GBP term loan and R1,8 billion in new ZAR bond issues. 67 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 10. Cash and cash equivalents and interest bearing borrowings (continued…) 10.3. Borrowings (continued…) Fair value of borrowings Carrying amount Fair value Carrying amount Fair value R'000 R'000 R'000 R'000 Southern Africa 12,218,719 12,247,647 12,668,285 12,689,552 Loans secured by lien over certain property, plant and equipment - - 8,321 8,321 Unsecured loans 10,462,326 10,491,254 11,047,771 11,069,038 Floor plan creditors secured by pledge of inventories 912,988 912,988 735,025 735,025 Bank overdrafts 843,405 843,405 877,168 877,168 United Kingdom and Europe 21,433,550 21,534,385 24,657,648 24,498,643 Unsecured loans and bonds 21,433,550 21,534,385 24,650,015 24,491,010 Bank overdrafts - - 7,633 7,633 Australia 350 350 5,624 5,624 Loans secured by lien over certain property, plant and equipment 350 350 5,624 5,624 Canada 1,551,315 1,551,315 1,756,264 1,756,264 Unsecured loans and bonds 1,551,315 1,551,315 1,756,264 1,756,264 35,203,934 35,333,697 39,087,821 38,950,083 Unrecognised (loss) gain (129,763) 137,738 The methods used to estimate the fair values of financial instruments are discussed in note 4.4. Determination of fair values. 2026 2025 Terms and debt repayment schedule Currency Nominal interest rate Financial year of maturity Carrying value Nominal interest rate Carrying value % R'000 % R'000 Terms and conditions of outstanding loans were: Borrowings of local subsidiaries 11,117,385 11,648,959 ZAR - 10,5 - 14,5 8,321 Bonds ZAR 7,7 - 8,4 2027 - 2033 8,086,247 8,2 - 8,8 6,553,718 Cumulative redeemable preference shares ZAR 6,9 - 7,0 2026 - 2028 876,079 7,0 - 7,2 2,993,671 Other unsecured borrowings ZAR 7,8 2027 1,500,000 8,0 1,500,382 Floorplan creditors secured by pledge of inventoriesZAR 8,8 - 10,5 2027 655,059 8,8 - 10,8 592,867 - - Borrowings of foreign subsidiaries 23,243,144 26,554,061 AUD 3,0 - 5,2 2027 - 2028 350 3,0 - 5,2 5,624 Bonds USD 3,7 - 6,2 2027 - 2033 11,292,357 3,7 8,494,852 Floorplan creditors secured by pledge of inventoriesZAR 10,5 2027 51,710 10,8 79,502 NAD 8,3 - 10,3 2027 206,219 8,5 - 10,5 62,656 Syndicated Multicurrency facilities Revolving credit facilities GBP 5,9 - 6,3 2028 1,566,916 6,5 - 6,7 9,679,968 Term loan facilities EUR 4,7 2028 3,096,102 4,2 3,446,553 AUD 6,7 2029 2,262,934 6,0 2,315,670 CAD 4,9 2028 1,551,315 5,3 1,756,264 USD 6,0 2028 329,726 6,7 712,972 Other unsecured borrowings GBP 5,6 2031 2,885,515 - Total interest bearing borrowings 34,360,529 38,203,020 - - The expected maturity dates are not expected to differ from the contractual maturity dates. The interest rates used to discount cash flows, in order to determine fair values, are based on market related rates at 30 June 2026 plus an adequate constant credit spread, between 4,9% and 6,0% (2025: 5,3%) for North America, between 3,0% and 5,2% (2025: between 3,0% and 5,2%) for Asia Pacific, between 4,7% and 6,3% (2025: between 3,6% and 6,8%) for Europe and between 7,0% and 10,50% (2025: between 7,0% and 14,5%) for Southern Africa. 2026 The fair value of borrowings, together with the carrying amounts shown in the statement of financial position, classified by geographical location, are as follows: Loans secured by lien over certain property, plant and equipment Loans secured by lien over certain property, plant and equipment 2025 68 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 10. Cash and cash equivalents and interest bearing borrowings (continued…) 10.3. Borrowings (continued…) Undrawn facilities 2026 2025 R'000 R'000 The Group has the following undrawn facilities at its disposal to further reduce liquidity risk: Unsecured bank overdraft facility, reviewed annually 7,515,064 13,831,974 Utilised 843,405 884,801 Unutilised 6,671,659 12,947,173 Unsecured loan facility with various maturity dates through to 2033 37,491,692 36,155,139 Utilised 25,360,943 30,900,332 Unutilised 12,130,749 5,254,807 Secured loan facilities with various maturity dates through to 2027 and which may be extended by mutual agreement3,312,224 3,765,836 Utilised 913,339 748,970 Unutilised 2,398,885 3,016,866 Other banking facilities 2,629,705 2,266,205 Utilised (indirect) 1,315,418 13,945 Unutilised 1,314,288 2,252,260 Unsecured Domestic Medium Term Notes Programme 12,000,000 12,000,000 Utilised 8,086,247 6,553,718 Unutilised 3,913,753 5,446,282 Total facilities 62,948,684 68,019,154 Utilised 35,203,934 39,087,821 Utilised (indirect) 1,315,418 13,945 Unutilised 26,429,333 28,917,388 10.4. Net debt reconciliation Cash and cash equivalents 6,266,605 6,193,638 Borrowings (34,360,529) (38,203,020) Bonds (19,378,603) (15,048,570) Cumulative redeemable preference shares (876,079) (2,993,671) Syndicated Multicurrency facilities (8,806,993) (17,911,427) Bilateral fixed GBP term loan (2,885,515) - Other borrowings (1,500,350) (1,514,327) Interest bearing floor plan creditors (912,989) (735,025) Overdraft facilities (843,405) (884,801) Net borrowings (28,937,329) (32,894,183) Cash and cash equivalents 6,266,605 6,193,638 Gross borrowings at fixed interest rates (14,178,222) (8,500,857) Gross borrowings at variable interest rates (21,025,712) (30,586,964) Net borrowings (28,937,329) (32,894,183) - - - - Movement in gross borrowings Opening balance (38,203,020) (30,508,149) Cash outflow 15,859,798 13,899,526 Cash inflow (13,982,177) (21,172,164) Movement in Interest bearing floor plan creditors (supplier finance arrangements) * (177,964) 464,325 Capitalised interest (203,240) (267,661) Net acquisitions (9,846) (230,970) Reclassification of discontinued operations to disposal group liabilities held-for-sale - 20,987 Discount to nominal value and currency exchange gain on repurchase of US dollar denominated EURO bonds 28,235 114,034 Currency valuation adjustment (refer currency swap contracts in note 11.4 Market risk) (336,290) 854,470 Foreign exchange translation adjustment 2,663,975 (1,377,418) Closing balance (34,360,529) (38,203,020) * The movement in the supplier finance arrangement, Interest bearing floor plan creditors, has been included in Cashflows from operating activities (Changes in working capital). 69 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 11. Risk management 11.1. Risk management overview The primary purposes of the Group Risk Committee are: ● to identify the risk profile and agree the risk appetite of the Group; ● to satisfy the risk management reporting requirements; ● to coordinate the Group’s risk management and assurance efforts; ● to report to the Board of Directors on the company’s process for monitoring compliance with laws and regulations. The Group Risk Committee has documented a formal policy framework in order to achieve the following: ● To place accountability on management for designing, implementing and monitoring the process of risk management; ● to place responsibility on management for integrating the risk management process into the day-to-day activities and operations of the Group; and ● to ensure that the risk strategy is communicated to all stakeholders so that it may be incorporated into the culture of the Group. To assist the Group Risk Committee in discharging its responsibilities, it has: ● Assigned risk management responsibilities to Divisional / Operational Risk Committees; and The role of the risk officer is to develop, communicate, co-ordinate and monitor the enterprise-wide risk management. The Group has operations trading in the banking, short-term insurance and life assurance industries (Bidvest Automotive and discontinued operations refernote 14 Discontinued operations and disposal group held-for-sale). These operations are exposed to financial risks which are unique to these industries and differ significantly to the remainder of the Group's operations operating within the services, trading and distribution sectors. Whilst the financial risks to which these particular operations are exposed could have a significant effect on the individual operations, they would not have a significant impact on the Group. For this reason, the information provided below mainly provides qualitative and quantitative information regarding the management and exposure to financial risks to which the trading operations of the Group are exposed based on what is believed to be useful to shareholders. Bidvest Bank Limited (discontinued operation) is a public company for which financial statements are prepared including detailed disclosure in accordance with the requirements of IFRS 7. The Bidvest Group has, due to the diversity of its operations in nature and geography, determined that it would be better to develop an in-house strategy, as opposed to adopting a recognised strategy and forcing its operations to adapt to the constraints of the strategy selected. The Group has determined that utilising a common framework for the identification of risk would assist the divisions to reduce the implementation time and cost and would give some assurance that all inherent risks have been considered. The Group's risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and Group activities. The Group, through its training and management standards and procedures, aims to develop a disciplined and constructive control environment in which all employees understand their roles and responsibilities. ● To establish and maintain a common understanding of the risk universe (framework), which needs to be addressed in order to meet Bidvest Corporate objectives; ● to report to the Board of Directors on the risk management work undertaken and the extent of any action taken by management to address areas identified for The Group's major financial risks are mitigated in the way that it operates firstly through diversification of industry and secondly through decentralisation. Bidvest is an international group with operations in South Africa, United Kingdom, Republic of Ireland, Spain, Australia, Singapore, Namibia, Canada, United States of America and various other Southern African countries. The Group also comprises a variety of businesses within the services, trading and distribution industries. As a result of this diversification in terms of industry, the Group is exposed to a range of financial risks, each managed in appropriate ways. However, the impact of any one particular financial risk within any of these industries, is not considered to be material to the Group. The Group has exposure to the following risks from its use of financial instruments: credit risk; liquidity risk; foreign currency risk; interest rate risk and market price risk. This note presents information about the Group's exposure to each of the aforementioned risks, the Group's objectives, policies and processes for measuring and managing risk, and the Group's management of capital. IFRS 7 requires certain disclosures by class of instrument which the Group has determined would be the segments as disclosed in the notes accompanying these financial statements. ● determined that each division should appoint risk / compliance officers on a divisional (operational) level as nominated by the Divisional Risk Committees. The Group's philosophy has always been to empower management through a decentralised structure thereby making them responsible for the management and performance of their operations, including managing the financial risks of the operation. The operational management report to divisional management who in turn report to the Group's Board of Directors. The divisional management are also held responsible for managing financial risks of the operations within the divisions. Operational management's remuneration is based on their operation's performance and divisional management based on their division's performance resulting in a decentralised and entrepreneurial environment. Due to the diverse structure and decentralised management of the Group, the Group Risk Committee has implemented guidelines of acceptable practices and basic procedures to be followed by divisional and operational management. The information provided below for each financial risk has been collated for disclosure based on the manner in which the business is managed and what is believed to be useful information for shareholders. The total process of risk management in the Bidvest Group, which includes the related system of control, is the responsibility of the Board of Directors. The Group Risk Committee has been constituted as a committee of the Group Board of Directors in the discharge of its duties and responsibilities in this regard. The Group Risk Committee has a charter and reports regularly to the Board of Directors on its activities. 70 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 11. Risk management (continued…) 11.1. Risk management overview (continued…) 11.2. Credit risk Risk profile of trade receivables 2026 2025 Gross trade Expected Gross trade Expected receivables credit losses receivables credit losses R'000 R'000 R'000 R'000 New customers (less than six months) 445,023 (12,738) 696,468 (10,113) Existing customers (greater than six months) with no defaults in the past 12,735,086 (245,850) 12,410,432 (244,963) Existing customers (greater than six months) with some defaults in the past 3,319,159 (234,204) 3,251,439 (289,437) 16,499,268 (492,792) 16,358,339 (544,513) 11.3. Liquidity risk The Group Risk Committee with the assistance of internal audit has implemented a "Delegation of authority matrix" which provides guidelines by division, as to the level of authorisation required for various types of transactions. Through the Divisional Risk Committees, each division has a forum for the discussion and identification of risks relevant to the particular division. Only risk matters that affect the Group as a whole are escalated to the Group Risk Committee. The minutes of the Divisional Risk Committees are submitted to the Group Risk Committee. The carrying amount of financial assets recorded in the financial statements, which is net of impairment losses, represents the Group's maximum exposure to credit risk after taking into account the value of any collateral obtained. The carrying values, net of loss allowances, amount to R16 006 million (2025: R15 814 million) for trade receivables (refer note 8.6. Trade and other receivables). Each division has its own Audit Committee, which subscribes to the same philosophies and practices as the Group Audit Committee. The Divisional Audit Committees report to both the Divisional Board and the Group Audit Committee. The Group Audit Committee reviews the Divisional Audit Committee reports. The Divisional Audit Committees oversee how divisional management monitors compliance with the Group's policies and guidelines in respect of the financial reporting process, the system of internal control, the management of financial risks, the audit process (both internal and external) and code of business conduct. The Divisional Audit Committees are assisted in their oversight role by the Group's internal audit department. Divisional internal audit undertakes both regular and ad hoc reviews of financial and operational risk management controls and procedures, the results of which are reported to the relevant Divisional Audit Committee. Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Group's receivables from customers, banking advances, investments and guarantees. The loss allowance account in respect of trade receivables and banking advances are used to record impairment losses unless the Group is satisfied that no recovery of the amount owing is possible; at that point, the amount which is considered irrecoverable is written off directly against the respective assets. Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group's approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group's reputation. The Group manages its borrowings centrally for each of the following countries and regions: South Africa; United Kingdom; Europe; Namibia, Australia, Singapore, Canada and the United States. The divisions within each region are therefore not responsible for the management of liquidity risk but rather senior management for each of these regions are responsible for implementing procedures to manage the regional liquidity risk. Impairments of investments classified at amortised cost, and at fair value through other comprehensive income; and at fair value through profit or loss are written off against the investment directly and an impairment loss allowance account is not utilised. The Group has a general credit policy of only dealing with creditworthy counterparties and obtaining sufficient collateral, where appropriate, as a means of mitigating the risk of financial loss from defaults. In accordance with the decentralised structure, the operational management, under the guidance of the divisional management, are responsible for implementation of policies to meet the above objective. This includes credit policies under which new customers are analysed for credit worthiness before the operation's standard payment and delivery terms and conditions are offered, determining whether collateral is required, and if so the type of collateral to be obtained, and setting of credit limits for individual customers based on their references and credit ratings. Certain operations in the Group have a policy of taking out credit insurance to cover a portion of their risk. Operational management are also held responsible for monitoring the operations' credit exposure. 71 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 11. Risk management (continued…) 11.3. Liquidity risk (continued…) Contractual maturities of financial liabilities, including interest payments and excluding the impact of netting agreements 2026 Carrying amount Total 0 - 12 months 1 -2 years 2 - 5 years More than 5 years R'000 R'000 R'000 R'000 R'000 R'000 6,640,585 10,125,840 2,152,221 2,249,071 1,949,875 3,774,673 Borrowings (refer note 10.3.) 350 409 379 30 - - Unsecured loans 33,447,190 40,265,248 8,293,660 9,636,307 11,795,305 10,539,976 912,989 912,989 912,989 - - - Bank overdrafts* 843,405 843,405 843,405 - - - 41,844,519 52,147,891 12,202,654 11,885,408 13,745,180 14,314,649 Trade and other payables (refer note 8.7.) Forward exchange contracts 48,931 1,980,619 1,980,619 - - - 22,019,230 22,019,230 22,019,230 - - - 22,068,161 23,999,849 23,999,849 - - - 2025 Carrying amount Total 0 - 12 months 1 -2 years 2 - 5 years More than 5 years R'000 R'000 R'000 R'000 R'000 R'000 5,496,503 7,629,384 2,089,067 2,183,075 2,050,005 1,307,237 Borrowings (refer note 10.3.) 13,945 15,180 10,385 4,185 610 - Unsecured loans 37,454,050 42,828,059 5,498,070 13,009,375 23,514,458 806,156 735,025 735,025 735,025 - - - Bank overdrafts 884,801 884,801 884,801 - - - 44,584,324 52,092,449 9,217,348 15,196,635 25,565,073 2,113,393 Trade and other payables (refer note 8.7.) Forward exchange contracts 18,462 1,849,616 1,849,616 - - - 22,536,137 22,536,137 22,536,137 - - - 22,554,599 24,385,753 24,385,753 - - - * Bank overdrafts are repayable on demand and are integral to the entities cash management. The bank overdraft balance often fluctuates from being positive to overdrawn. Loans secured by lien over certain property, plant and equipment The expected maturity of financial liabilities is not expected to differ from the contractual maturities as disclosed above. Lease liabilities (refer note 8.2.) Lease Liabilities (refer note 8.2.) Trade and other payables (excluding forward exchange contracts) Floorplan creditors secured by pledge of inventories and bonded property Trade and other payables (excluding forward exchange contracts) Undiscounted contractual cash flows Floorplan creditors secured by pledge of inventories and bonded property Undiscounted contractual cash flows There were no defaults or breaches of any of the borrowing terms or conditions. Loans secured by lien over certain property, plant and equipment 72 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 11. Risk management (continued…) 11.4. Market risk Foreign currency risk Interest rate risk At the reporting date the interest rate profile of the Group's interest bearing financial instruments was: 2026 2025 R'000 R'000 Fixed rate instruments Financial assets Fair value through profit or loss equity / debt instruments 950,664 964,120 Fair value through profit or loss bonds 222,896 140,412 Derivative instruments in designated hedge accounting relationships * 127,677 26,790 Financial liabilities Borrowings * (14,178,222) (8,500,857) Variable rate instruments Financial assets Fair value through profit or loss other investments 560,013 - Cash and cash equivalents 6,266,605 6,193,638 Financial liabilities Borrowings * (20,182,307) (29,702,163) Overdrafts (843,405) (884,801) The Group's exposure to interest rates on financial assets and liabilities are detailed in the various notes within the financial statements. Sensitivity analysis The Group's financial instruments are not significantly exposed to currency risk other than borrowings (refer currency swap contracts below). The Group is exposed to interest rate risk as it borrows funds at both fixed and floating interest rates. This risk is managed by maintaining an appropriate mix between fixed and floating borrowings and by the use of interest rate swap contracts. The Group's investments in listed bonds, accounted for as fair value through other comprehensive income and fair value through profit or loss financial assets, banking advances and liabilities are exposed to a risk of change in fair value due to movements in interest rates. Investments in equity securities accounted for as held for trading financial assets and trade receivables and payables are not exposed to interest rate risk. The effect of a change in interest rate on the fair value of the listed bonds accounted for at amortised cost and fair value through profit or loss is not believed to have a significant effect on the Group's profit for the year and equity. It is estimated that a 1% (2025: 1%) increase in interest rates would decrease profit after tax by R151 million (2025: R138 million). This sensitivity analysis has been prepared using the average net borrowings for the financial year as the actual net borrowings at 30 June are not representative of the net borrowings during the year. This analyses assumes that all other variables, in particular foreign currency rates, remain constant. The analyses are performed on the same basis as 2025. A decrease in interest rates would have an equal and opposite effect on profit after taxation. 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. Other than the five year USD fixed coupon bond described incurrency swap contractsborrowings are matched to the same foreign currency as the division raising the loan thereby limiting the divisions' exposure to changes in a foreign currency which differs to their functional currency. Other than interest payable on the five year USD fixed coupon bond described in currency swap contracts, interest on borrowings is denominated in currencies that match the cash flows generated by the underlying divisions of the Group thereby providing an economic hedge for each class of borrowing. Changes in the fair value of forward exchange contracts that economically hedge monetary assets and liabilities in foreign currencies (in relation to the operations' functional currency) and for which no hedge accounting is applied are recognised in the income statement. Both the changes in fair value of the forward exchange contracts and the foreign exchange gains and losses relating to the monetary items are recognised in operating profit (refer note 5.7. Profit before finance charges and associate income). The variable rates, linked to SA prime rate, JIBAR (3 month), EURIBOR, SONIA, SOFR and BBSW, are influenced by movements in the contractual borrowing rates. The group is in the process of transitioning from the Johannesburg Interbank Average Rate (JIBAR) to the South African Overnight Index Average (ZARONIA). The South African Reserve Bank (SARB) confirmed that JIBAR's final publication date will be 31 December 2026. Effective 1 April 2026, all new transactions will reference ZARONIA as no new JIBAR-linked transactions will be issued. The group will implement a system that will accommodate the use of ZARONIA and expects the implementation to be completed before 31 December 2026. At 30 June 2026, based on information available the group does not expect the transition to have a material financial impact. The South African bonds have been identified as being impacted by the transition. * Refer note 11.4 Market Risk Derivatives and hedging for details regarding the reduction in fixed rate borrowings and note 9.2 Acquisition of businesses subsidiaries and associates for details regarding the further increase in variable rate borrowings. 73 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 11. Risk management (continued…) 11.4. Market risk (continued…) Derivatives and hedging Currency swap contracts Designated hedged instrument (5 years) Eurobond Principal Bond and Swap notional value - USD'000 186,264 Bond issue date, swap start date 23 September 2021 Bond redemption date, swap termination date 23 September 2026 Swap rate GBP / USD 1,38 Fixed swap rate, including spread 3,73% Interest settlement periods Biannually On 8 September 2025 The Bidvest Group UK PLC made a successful tender offer to repurchase USD 291,74 million of the USD 478 million senior unsecured 5 year bonds listed on the London Stock Exchange (LSE). The repurchase was settled on 17 September 2025 for USD 290,13 million (R5,1 billion), a 0,55% discount to par value equating to USD 1,6 million (R28 million). The tender offer was financed by a simultaneous US$-denominated Reg S / 144A senior unsecured seven-year bond issue of USD 500 million at a fixed coupon rate of 6,2%. As a consequence of the successful tender offer the hedging relationship on CCSs with a nominal value of USD 291,74 million and a maturity date of 23 September 2026 became ineffective and were terminated early on 17 September 2025, for which the Group received proceeds of GBP 1,6 million (R38 million). The ineffective relationship resulted in a net accumulated loss of GBP 796 thousand (R19 million) being recycled from the cashflow hedge reserve via consolidated other comprehensive income to the consolidated income statement; GBP 4,5 million (R106 million) accumulated gain in fair value, GBP 2 million (R47 million) accumulated interest charge and GBP 3,3 million (R78 million) USD spot rate accumulated translation losses on borrowings. The critical terms of the hedging instrument and the hedged item designated in this hedging relationship are expected to match, specifically in relation to: ● The notional amount of the designated hedging instrument and principal amounts of the exposure being hedged; ● hedged currency exposure (e.g. the USD leg of the cross-currency swaps match the USD interest and principal cash flows arising from the hedged exposure); ● interest / coupon calculation methodologies; ● payment dates; and ● maturity date. If a hedging relationship ceases to meet the hedge effectiveness requirement relating to the hedge ratio but the risk management objective for that designated hedging relationship remains the same, the hedge ratio of the hedging relationship (i.e. rebalances the hedge) is adjusted so that it meets the qualifying criteria again. In the normal course of business, the Group faces significant financial market risks. To manage these risks the Group may enter into hedging contracts and agreements within consistent and prudent hedging principles in order to achieve specific financial objectives. One of the identified financial market risks is currency risk, which is the risk that cash flows will be adversely impacted due to changes in exchange rates. The Group will enter into hedging transactions solely for the purpose of hedging its exposure to financial market fluctuations and no active speculation is permitted. Certain derivatives are designated as hedging instruments in respect of foreign currency risk in cash flow hedging relationships. At the inception of the hedge relationship, the relationship between the hedging instrument and the hedged item is documented, along with its risk management objectives and its strategy for undertaking various hedge transactions. Furthermore, at the inception of the hedge and on an ongoing basis, it is documented as to whether the hedging instrument is effective in offsetting changes in fair values or cash flows of the hedged item attributable to the hedged risk, which is when the hedging relationships meet hedge effectiveness requirements. An economic relationship means that the hedging instrument and hedged item have values that generally move in the opposite direction because of the same hedged risk. The Group determines whether an economic relationship exists between the cash flows of the hedged item and hedging instrument based on an evaluation of the qualitative characteristics considering whether the critical terms of the hedged item and hedging instrument closely align when assessing the presence of an economic relationship. The Group further evaluates whether the cash flows of the hedged item and the hedging instrument respond similarly to the hedged risk. The Group makes use of fixed-for-fixed, USD / GBP pair, cross currency swaps (CCS) in order to mitigate and hedge Group currency risk. The designated hedged instrument is a US$-denominated Reg S / 144A senior unsecured five-year bond of USD 186 million (2025: USD 478 million) at a fixed coupon rate of 3,625%, issued by The Bidvest Group (UK) Plc and guaranteed by The Bidvest Group Limited. The primary purpose of the bond is to secure long term funding for the Group's foreign acquisitions, whose functional currencies are GBP. The Board of Directors concluded that an effective cashflow hedging relationship exists and IFRS 9 hedge accounting has been applied. As a result of the above, changes in cash flows attributable to the risk being hedged (variability in the designated currency exposure) should be likely to offset against changes in cash flows attributable to the hedging instrument and thereby, achieve the Group’s hedge objective, from an economic perspective. The following are potential sources of hedge ineffectiveness: ● At inception of the hedging relationship, the fair value of the hedging instrument is not zero; ● prepayment risk inherent in the underlying hedged item; and ● a significant change in the credit risk of Group or the counterparty during the period of the hedge. 74 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 11. Risk management (continued…) 11.4. Market risk (continued…) Derivatives and hedging (continued…) Movement analysis of currency swap (Eurobond Borrowings) Derivative asset Deferred taxation Cashflow reserve Currency translation reserve Forex (gain) / loss Finance Charges (net of deferred tax) R'000 R'000 R'000 R'000 R'000 R'000 R'000 30 June 2024 (14,689,762) 1,127,020 27,669 28,683 1,596,249 - 1,340,478 Movements through total comprehensive income Fair value - (774,365) - 774,442 - - (77) Amortisation - (21,479) - - - - 21,479 Interest capitalised (384,065) - - - - - 384,065 Translation to USD spot rate 854,470 - - - - (854,470) - Hedging gains reclassified from OCI - - - (854,470) - 854,470 - Interest expense - - - 32,595 - - (32,595) Accumulated gain recycled to profit or loss - - - 16,237 - - (16,237) Fair value derecognition of terminated swaps * - (312,553) - - - - 312,553 Market value recognition of terminated swaps - 312,809 - - - - (312,809) Swaps termination costs - (3,516) - - - - 3,516 Discount to nominal value on repurchase 99,071 - - - - - (99,071) Foreign exchange gain on repurchase 14,963 - - - - - (14,963) Foreign currency translation (428,657) 15,825 - - 412,832 - - Deferred tax recycled to profit or loss - - - (701) - - 701 Deferred tax - - (1,617) 6,987 - - (5,370) Other movements Interest paid 412,985 - - - - - - Interest paid on repurchased bonds 21,682 - - - - - - Settlement of derivative - (7,658) - - - - - Redemption of bonds 5,547,139 - - - - - - Proceeds on termination of swaps - (312,809) - - - - - Swaps termination costs - 3,516 - - - - - 30 June 2025 (8,552,174) 26,790 26,052 3,773 2,009,081 - 1,581,670 Movements through total comprehensive income Fair value - 144,694 - (144,891) - - 197 Amortisation - (9,456) - - - - 9,456 Interest capitalised (153,486) - - - - - 153,486 Translation to USD spot rate (198,746) - - - - 198,746 - Hedging gains reclassified from OCI - - - 198,746 - (198,746) - Interest expense - - - 5,169 - - (5,169) Accumulated loss recycled to profit or loss - - - (18,865) - - 18,865 Fair value derecognition of terminated swaps *- (44,937) - - - - 44,937 Market value recognition of terminated swaps- 38,416 - - - - (38,416) Discount to nominal value on repurchase28,235 - - - - - (28,235) Foreign currency translation 482,603 (4,739) - - (477,865) - - Deferred tax recycled to profit or loss - - - 8,942 - - (8,942) Deferred tax - - 17,423 (15,059) - - (2,364) Other movements Interest paid 113,875 - - - - - - Interest paid on repurchased bonds 90,456 - - - - - - Settlement of derivative - (698) - - - - - Repurchase of bonds 5,105,474 - - - - - - Proceeds on termination of swaps - (38,416) - - - - - 30 June 2026 (3,083,763) 111,654 43,475 37,815 1,531,216 - 1,725,485 * The currency swaps were novated prior to repurchase of the bonds 75 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 11. Risk management (continued…) 11.4. Market risk (continued…) Derivatives and hedging (continued…) Designated hedged instrument (7 years) Eurobond Principal Bond and Swap notional value - USD'000 500,000 Bond issue date, swap start date 17 September 2025 Bond redemption date, swap termination date 17 September 2032 Swap rate GBP / USD 1,347 Fixed swap rate, including spread 6,795% Interest settlement periods Biannually (Eurobond Borrowings) Derivative asset Deferred taxation Cashflow reserve Currency translation reserve Forex (gain) / loss Finance Charges (net of deferred tax) R'000 R'000 R'000 R'000 R'000 R'000 R'000 Other movements Initial recognition (8,798,554) - - - - - - Movements through total comprehensive income Initial recognition - 69,371 - - - - (69,371) Fair value - (57,550) - 60,759 - - (3,209) Amortisation - (12,337) - - - - 12,337 Interest capitalised (412,981) - - - - - 412,981 Translation to USD spot rate (137,545) - - - - 137,545 - Hedging gains reclassified from OCI - - - 137,545 - (137,545) - Interest expense - - - (23,400) - - 23,400 Foreign currency translation 742,239 (3,679) - - (738,560) - - Deferred tax - - 30,804 (44,318) - - 13,514 Other movements Interest paid 263,523 - - - - - - Settlement of swaps - 20,217 - - - - - 30 June 2026 (8,343,318) 16,022 30,804 130,586 (738,560) - 389,652 Interest rate swap contracts Market price risk Fair value Fair value through other comprehensive income financial assets includes an irrevocable election by Bidvest Bank (now classified as discontinued operations) of equity investments in, R940 million treasury bills (2025: R1 701 million), R774 million Government bonds (2025: R769 million), R40 million VISA shares (2025: R44 million VISA shares). On 17 September 2025 The Bidvest Group UK Plc issued USD 500 million Bidvest Group Limited guaranteed US$-denominated Reg S / 144A senior unsecured seven-year bonds at a fixed coupon rate of 6,2% and immediately entered into a fixed-for-fixed, USD / GBP pair CCS in order to hedge the Group's currency risk. The Board of Directors concluded that an effective cashflow hedging relationship exists and IFRS 9 hedge accounting has been applied. Salient details of the CCS are as follows: From time to time the Group enters into interest rate swap contracts, in order to fix the interest rates on variable rate corporate bonds and loans. At 30 June 2026 the Group was not party to any interest rate swap contracts. Equity price risk arises from investments classified as fair value through profit or loss (refernote 8.3. Investments). Fair value through profit or loss investments comprise listed share portfolios whose performance is monitored closely by senior management and the Group actively trades in these shares. The Group's subsidiary, Bidvest Insurance Limited holds investment portfolios with a fair value of R783 million (2025: R690 million) to be utilised to cover liabilities arising from insurance contracts. These portfolios comprise domestic and international equity investments and money market funds. Unlisted investments comprise unlisted shares and loans which are classified as fair value through profit or loss and fair value through other comprehensive income, and are valued at fair value using a price earnings ("PE") model.The Group has further equity exposure via listed Bidcorp shares held by the Bidvest Education Trust R173 million (2025: R181 million) and insurance cell captives R217 million (2025: R199 million). The carrying amounts of all financial assets and liabilities approximate their fair values, with the exception of borrowings which have been accounted for at amortised cost. 76 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 12. Staff remuneration 12.1. Share-based payments Replacement rights scheme (previously share option scheme) Average price Average price Number R Number R Beginning of the year 80,688 301,54 129,788 291,02 Lapsed (125) 301,54 (500) 301,54 Exercised (8,213) 301,54 (48,600) 273,44 End of the year 72,350 301,54 80,688 301,54 Replacement rights outstanding at 30 June by year of grant are: 2016 72,350 301,54 80,688 301,54 72,350 301,54 80,688 301,54- - The number and weighted average exercise prices of replacement rights are: 2026 2025 The Bidvest Group Share Appreciation Rights (SARs) Plan was adopted, in 2016, to replaced the BIS and has been classified as an equity-settled scheme, therefore an equity- settled share-based payment reserve has been recognised. Executive directors do not participate in the SARs Plan. The Bidvest Share Incentive Scheme (BIS) grants options to employees of the Group to acquire shares in the Company. The share options scheme has been classified as an equity-settled scheme, and therefore an equity-settled share-based payment reserve has been recognised. ● all rights must be exercised no later than the 10th anniversary on which they were granted unless approval is obtained from the trustees of the Bidvest Share Incentive Trust. ● Replacement right holders are only entitled to exercise their rights if they are in the employment of the Group in accordance with the terms referred to hereafter, unless otherwise recommended by the Board of the Company to the Trustees of the Bidvest Share Incentive Trust; The terms and conditions of the replacement rights are: ● replacement right holders may exercise the rights at such times as the right holder deems fit, but not so as to result in the following proportions of the holder’s total number of instruments being purchased prior to: 50% of total number of instruments at the expiry of three years; 75% of total number of instruments at the expiry of four years; and 100% of total number of instruments at the expiry of five years from the date of the holder’s acceptance of an option; and Following the unbundling of Bidcorp (30 May 2016), Bidvest option holders exchanged each one of their existing options for one right over one Bidcorp share and one Bidvest share (replacement right). In terms of the amended scheme rules, the original option price was not adjusted, but on exercise of the replacement right, the original option price will be deducted from the combined value of the Bidcorp share and the Bidvest share. The vesting date and lapse dates of the replacement rights will be the same as those of the original options. A Conditional Share Plan (CSP), which awards executive directors with a conditional right to receive shares in the Company, free of any cost, is also operated by the Group. As it is anticipated that the participants will receive shares in settlement of their awards, a share-based payment reserve has been recognised. 77 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 12. Staff remuneration (continued…) 12.1. Share-based payments (continued…) Replacement rights scheme (previously share option scheme) (continued…) Share Appreciation Rights Plan The number and weighted average exercise prices of share appreciation rights are: Average price Average price Number R Number R Beginning of the year 18,546,367 207,60 17,052,949 187,70 Granted 6,026,650 205,56 4,904,900 251,69 Lapsed (1,202,644) 216,76 (787,051) 191,00 Exercised (2,413,105) 176,71 (2,624,431) 165,72 End of the year 20,957,268 210,04 18,546,367 207,60 Share appreciation rights outstanding at 30 June by year of grant are: 2019 220,350 188,42 309,475 188,42 2020 432,292 173,43 625,355 173,43 2021 866,397 148,75 1,559,399 148,75 2022 1,776,906 168,61 2,454,971 168,61 2023 2,993,709 201,59 4,038,926 201,59 2024 4,167,850 212,64 4,671,674 212,64 2025 4,526,864 251,69 4,886,567 251,69 2026 5,972,900 205,56 - - 20,957,268 210,04 18,546,367 207,60 2026 2025 Fair value at measurement date (Rand) 228,40 279,66 Exercise price (Rand) 205,56 251,69 Expected volatility (%) 29,88 30,36 Option life (years) 4,00-6,00 4,00-6,00 Distribution yield (%) 4,15 3,27 Risk-free interest rate (based on the ZAR Bond static yield curve) (%) 7,11 8,09 Conditional share plan ● SAR holders in the Scheme may exercise the SARs at such times as the holder deems fit, but not so as to result in the following proportions of the holder’s total number of instruments being purchased prior to: 50% of total number of instruments at the expiry of three years; 75% of total number of instruments at the expiry of four years; and 100% of total number of instruments at the expiry of five years from the date of the holder’s acceptance of an appreciation right; and ● all SARs must be exercised no later than the 7th anniversary on which they were granted unless approval is obtained from the trustees of the Bidvest Share Incentive Trust. The volatility is based on the recent historic volatility. In terms of the CSP scheme, a conditional right to a share is awarded to executive directors and officers subject to performance and vesting conditions. The vesting period is as follows: 75% of total number of awards vest at the expiry of three years and 25% of total number of awards vest at the expiry of four years from the date of the award, unless otherwise determined by the Board. These share awards do not carry voting rights attributable to ordinary shareholders. 20252026 The SARs outstanding at 30 June 2026 have an award price in the range of R148,75 to R251,69 (2025: R148,75 to R251,69) and a weighted average contractual life of 0,4 to 6,4 (2025: 0,4 to 6,4) years. The average value of the Bidvest share during the year was R232,23 (2025: R258,46). The expiry date of the remaining 220 350 share appreciation rights (2019 grant) has been extended by 12 months to 28 November 2026. The fair value of services received in return for shares allotted is measured based on a modified Black Scholes model. The contractual life of the SARs is used as an input into this model. The fair value of the SARs allotted during the current year and the assumptions used are: The fair value of services received in return for the conditional share awards has been determined by multiplying the number of conditional share awards expected to vest, by the share price at the date of the award less discounted anticipated future distribution flows. A total number of 1 728 395 (2025: 1 392 835) of the 2 195 890 (2025: 1 919 183) shares are expected to vest, taking into account the performance of the Group to date and forecasts to the end of the performance period, against the targets set at the time of the award. The average discounted share price used in the calculation of the share-based payment charge on the conditional share awards granted during the year is R197,59 (2025: R248,51) per share. These grants will vest in the next three years. The fair value of services received in return for shares allotted is measured based on a modified Black Scholes model. The contractual life of the replacement right is used as an input into this model. The terms and conditions of the SARs Plan are: ● SAR holders are only entitled to exercise their rights if they are in the employment of the Group in accordance with the terms referred to hereafter, unless otherwise recommended by the Board of the Company to the Trustees of the Bidvest Share Incentive Trust. The replacement rights outstanding at 30 June 2026 have an award price of R301,54 (2025: R301,54) and a weighted average contractual life of 0,4 years (2025: 0,4). The average combined value of the Bidvest and Bidcorp shares during the year was R656,98 (2025: R704,74). The expiry date of the remaining 72 350 replacement rights has been extended by 12 months to 11 December 2026. 78 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 12. Staff remuneration (continued…) 12.1. Share-based payments (continued…) Conditional share plan (continued...) The number of conditional share awards in terms of the conditional share plan are: 2026 2025 Number Number Beginning of the year 1,919,183 1,789,341 Granted during the year 893,500 694,900 Awarded during the year (458,277) (450,799) Awarded during the year as result of accelerated vesting (8,814) - Forfeited during the year (149,702) (114,259) End of the year 2,195,890 1,919,183 In the prior period, the 64,25% subsidiary Adcock Ingram Holdings Limited (Adcock) had share option plans, which had been designated as equity-settled and included an ordinary equity scheme, a B-BBEE scheme and a performance based long-term incentive scheme (PBLTIS). As a consequence of Adcock delisting during the year the foregoing equity settled schemes were modified and converted to cash settled and amalgamated with existing Adcock cash settled schemes. In execution of the modification a R63 million credit was transferred from the share-based payment reserve to trade and other payables and on further amalgamation of the cash-settled schemes the liability was reduced by R24 million, which was in turn credited to retained earnings. The Group equity settled share-based payment reserves were reduced by R41 million (net of R22 million non-controlling interest) and retained earnings increased by R16 million (net of R8 million non-controlling interest), referStatement of Changes in Equity. The Adcock cash settled share-based payments liability at 30 June 2026 is R85 million (note8.7. Trade and other payables). For the first time, in the current period, the employees of Adcock participated in the Group's 2026 share appreciation rights grant. The maximum number of shares which may be allocated at any one time under the Replacement Rights, SAR and existing Conditional Share Plan shall not exceed 16 750 000 shares (5% of shares in issue). Based on the closing Bidvest and Bidcorp share prices at 30 June 2026, it is estimated that 4 700 000 (2025: 4 000 000) Bidvest ordinary shares would be required to settle the Group's share-based payment obligations. 69 716 (2025: 26 170) conditional share awards were forfeited as a result of performance conditions not being met, 79 986 (2025: 88 089) conditional share awards were forfeited as a result of retirement or resignation. 79 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 12. Staff remuneration (continued…) 12.2. Directors' remuneration The remuneration paid to executive directors while in office of the Company during the year ended 30 June 2026 is analysed as follows: Basic remuneration Retirement/ medical benefits Other benefits and costs Cash incentives Benefit arising from share based incentives Total emoluments Director R'000 R'000 R'000 R'000 R'000 R'000 Ms NT Madisa 14,184 757 501 21,502 21,701 58,645 Ms GC McMahon 6,496 370 342 9,124 9,395 25,727 Mr MJ Steyn 8,275 300 424 11,376 11,711 32,086 28,955 1,427 1,267 42,002 42,807 116,458 Basic remuneration Retirement/ medical benefits Other benefits and costs Cash incentives Benefit arising from share based incentives Total emoluments Director R'000 R'000 R'000 R'000 R'000 R'000 Ms NT Madisa 13,472 757 645 12,718 30,905 58,497 Ms GC McMahon 6,164 370 416 5,396 14,502 26,848 Mr MJ Steyn 7,878 283 555 6,728 22,017 37,461 27,514 1,410 1,616 24,842 67,424 122,806 20251 Directors' fees * As directors of subsidiary companies and other services Total emoluments Total Directors R'000 R'000 R'000 R'000 - Ms L Boyce 2 1,613 205 1,818 1,976 Ms SN Mabaso-Koyana 1 1,738 - 1,738 1,687 Mr BF Mohale 1 3,841 - 3,841 3,676 Dr RK Mokate 1 2,432 - 2,432 2,354 Mr KL Shuenyane 1,074 - 1,074 984 Mr NW Thomson (retired director) - - - 533 Ms FN Khanyile 1,296 - 1,296 1,209 Ms MG Khumalo 1,257 - 1,257 1,263 Mr DS Masata 1,455 - 1,455 1,390 2026 total 14,706 205 14,911 15,072 2025 total 14,589 483 15,072 - 2 Directors fees received from Adcock Ingram Holdings Limited Certain executive directors serve as non-executive directors of companies outside of the Group. Directors' fees in this regard are paid to the Group. 2026 * The above fees are net of VAT, which may me payable depending on this status of the individual director's tax position. 1 The hospitality and travel expenses paid on behalf of non-executive directors in the prior year were repaid by the individuals. The remuneration for 2025 was restated to exclude the values repaid. For comparative purposes the remuneration paid to executive directors, while in office of the Company during the year ended 30 June 2025, is analysed as follows: 80 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 12. Staff remuneration (continued…) 12.2. Directors' remuneration (continued…) Prescribed officers Directors' long-term incentives Average Average price Market Market price Directors Number R Number price Number price Number R Ms NT Madisa 20,000 301.54 - - - - 20,000 301.54 Ms GC McMahon 15,000 301.54 - - - - 15,000 301.54 Mr MJ Steyn 7,500 301.54 - - - - 7,500 301.54 42,500 301.54 - - - - 42,500 301.54 A grant in terms of the conditional share plan (CSP) is a right to a share, which is awarded subject to performance and vesting conditions. Balance at 30 June 2025 New award Forfeited Shares vested Accelerated vested shares Closing balance 30 June 2026 Director Number Number Number Number Number Number Ms NT Madisa 365,758 146,500 (15,479) (101,403) - 395,376 Ms GC McMahon 153,569 58,500 (6,294) (43,903) - 161,872 Mr MJ Steyn 193,265 72,500 (9,049) (54,724) - 201,992 712,592 277,500 (30,822) (200,030) - 759,240 Share-based payment expense 2026 2025 R'000 R'000 Ms NT Madisa 21,225 17,965 Ms GC McMahon 8,611 7,037 Mr MJ Steyn 10,743 9,996 40,579 34,998 Refer note 12.1. Share-based payments for further details. 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. 30 June 2025 30 June 2026 lapsed during the year Replacement rights exercised during the year Details of the directors and officers' outstanding replacement rights are as follows: Replacement rights at Replacement rights Replacement rights at 81 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 12. Staff remuneration (continued…) 12.3. Post-retirement obligations 2026 2025 R'000 R'000 Post-retirement assets Defined benefit pension surplus (65,279) (62,014) Post-retirement obligations Post-retirement medical aid obligations 56,993 54,079 (8,286) (7,935) Pension and provident funds Summarised details of the defined benefit pension funds Defined benefit pension obligations (assets) of the fund 2026 2025 2026 2025 R'000 R'000 R'000 R'000 Defined benefit pension obligations (assets) of the fund - - (65,279) (62,014) - - (65,279) (62,014) Contributions to the fund Employer contributions - 7,051 - - Total pension fund asset Fair value of plan assets - 164,788 480,665 468,784 Actuarial present value of defined benefit obligations - (161,678) (413,743) (406,770) Net surplus in the plans - 3,110 66,922 62,014 Amounts not recognised due to ceiling adjustments and other limitations - (3,110) (1,643) - - - 65,279 62,014 Movement in the liability for defined benefit obligations Balance at beginning of year (161,678) (166,839) (406,770) (375,176) Benefits paid 9,392 13,866 35,962 34,452 Settlement of defined benefit obligations 150,358 - - - Current service costs - - 203 - Interest expense (7,395) (8,179) (38,057) (42,582) Actuarial gains / (losses) (1,497) 8,531 (5,081) (23,464) Exchange rate adjustments on foreign plans 10,820 (9,057) - - Balance at end of year - (161,678) (413,743) (406,770) - The Group’s obligation for post-retirement medical aid to past and current employees is actuarially determined and provided for in full. Liabilities for employee benefits which are not expected to be settled within twelve months are discounted using the market yields at the statement of financial position date on high quality bonds with terms that most closely match the terms of maturity of the related liabilities. The Group operates a defined benefit fund through The Bidvest South Africa Pension Fund. During the year The Bidvest South Africa Pension Fund purchased a buy-in annuity policy from Sanlam to cover all outstanding obligations of the fund. There are also a number of small funds within various employers of the Group. All funds are administered independently of the Group and are subject to the relevant pension fund legislation. Employer contributions to defined contribution funds are set out in note 5.7. Profit before finance charges and associate income. The Bidvest South Africa Pension Fund Warner Howard Limited Pension Plan The Group provides retirement benefits for its permanent employees through pension funds with defined benefit and defined contribution categories and defined contribution provident funds or other appropriate industry funds. Following the conversion of the bulk annuity policy from a buy-in to individual buy-out policies on 9 March 2026, which covered all the Warner Howard Limited Pension and Life Assurance Plan liabilities, each member was assigned a policy in their own name. As a result, the pension and life assurance plan's and consequently the Group's obligations were extinguished. The summarised final details of the Warner Howard Limited Pension and Life Assurance Plan are included below: The projected unit-credit method is used to determine the present value of the defined benefit obligations and the related current service cost and, where applicable, past service cost. Actuarial gains or losses in respect of defined benefit plans are recognised in other comprehensive income. However, when the actuarial calculation results in a benefit to the Group, the recognised asset is limited to the net total of any unrecognised past service costs and the present value of any future refunds from the plan or reductions in future contributions to the plan. The Group’s liability for post-retirement benefits, accruing to past and current employees in terms of defined benefit schemes, is actuarially calculated. Where the plan is funded, the obligation is reduced by the fair value of the plan assets. Unfunded obligations are recognised as a liability in the financial statements. Contributions to defined contribution schemes are recognised as an expense in the income statement as incurred. 82 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 12. Staff remuneration (continued…) 12.3. Post-retirement obligations (continued…) Pension and provident funds (continued...) Summarised details of the defined benefit pension funds (continued...) 2026 2025 2026 2025 R'000 R'000 R'000 R'000 Movement in the plans' assets Balance at beginning of year 164,788 168,195 468,784 613,366 Contributions paid into the plans - 7,051 - - Benefits paid (9,392) (13,866) (35,962) (34,452) Transfer to Provident Fund - - - (188,937) Settlement of defined benefit obligations * (150,358) - - - Risk premiums and expenses (2,427) (2,045) - - Interest income 7,463 8,179 44,072 70,688 Return on plan assets in excess of interest income 953 (11,916) 4,667 8,753 Fund expense paid - - (896) (634) Exchange rate adjustments on foreign plans (11,027) 9,190 - - Balance at end of year - 164,788 480,665 468,784 - - * On 9 March 2026 the existing bulk annuity buy-in policy was converted to individual buy-out policies The plans' assets comprise Cash - 2,966 47,574 92,351 Equity securities - - - 103,601 Bills, bonds and securities - 165 33,647 120,946 Property - - - 13,126 International - - - 138,760 Other * - 161,657 399,444 - - 164,788 480,665 468,784 * insurance policy - - Amounts recognised in the income statement Current service costs - - (203) - Interest on obligations 7,395 8,179 38,057 42,582 Interest income on plan assets (7,463) (8,179) (44,072) (70,688) Fund expenses paid - - 896 634 (68) - (5,322) (27,472) Amounts recognised in other comprehensive income Return on plan assets in excess of interest income (953) 11,916 (4,667) (8,753) Actuarial losses (gains) 1,497 (8,531) 5,081 23,464 Ceiling adjustments and other limitations (544) (3,385) 1,643 - - - 2,057 14,711 Key actuarial assumptions used in the actuarial valuations: Number of pensioners 30 June - 138 - 373 Discount rate (%) - 5,05 8,40 9,70 Inflation rate (%) - 3,20 - 4,10 Pension increase allowance (%) - 3,1 - 2,87 Date of valuation of all funds - 30 June 2025 30 June 2026 30 June 2025 Assumptions regarding future mortality are based on published statistics and mortality tables. Warner Howard Limited Pension Plan The Bidvest South Africa Pension Fund 83 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 12. Staff remuneration (continued…) 12.3. Post-retirement obligations (continued…) Summarised details of the defined benefit pension funds (continued...) Post-retirement medical aid obligations Provision for post-retirement medical aid obligations 2026 2025 R'000 R'000 Opening provision raised against unfunded obligation 54,079 57,646 Current service costs (relief) (296) (1,736) Interest expense 5,385 5,821 Benefits paid (6,342) (6,374) Actuarial adjustments recognised in other comprehensive income 4,167 (1,063) Reclassification of discontinued operations to disposal group assets held-for-sale - (215) Closing provision raised against unfunded obligation 56,993 54,079 % % Key actuarial assumptions Discount rate 8,4 11,3 Inflation rate (CPI) 3,9 5,7 Health care cost inflation 5,9 7,7 Date of valuation 30 June 2026 30 June 2024 12.4. Segmental employees, benefits and remuneration 2026 2025 2026 2025 Number Number R'000 R'000 Services South Africa 36,935 36,145 6,161,972 5,743,241 Services International 67,044 71,471 25,157,396 25,063,866 Branded Products 5,184 5,523 1,773,817 1,745,932 Adcock Ingram 2,816 2,815 1,618,505 1,553,356 Freight 4,707 4,704 2,016,230 1,970,803 Commercial Products 8,941 8,664 2,397,431 2,301,995 Automotive 4,619 4,647 2,181,460 2,178,719 Properties 17 16 20,496 19,706 Corporate and investments 91 97 249,565 223,898 130,354 134,083 41,576,872 40,801,516 Share-based payment expense - - 452,306 408,465 130,354 134,083 42,029,178 41,209,981 Geographic region Southern Africa 97,301 96,631 19,964,436 19,262,433 International 33,053 37,452 21,612,435 21,539,083 130,355 134,083 41,576,871 40,801,516 The Group provides post-retirement medical benefit subsidies to certain retired employees and is responsible for the provision of post-retirement medical benefit subsidies to a limited number of current employees. A change in the medical inflation rates will not have a significant impact on the post-retirement medical aid cost and related obligations. Valuations are performed biennially. Employees Employee Benefits and remuneration 84 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 13. Equity, distributions and group information 13.1. Capital and reserves attributable to shareholders of the Company 2026 2025 R'000 R'000 Share capital Issued share capital 17,014 17,014 Share premium 1,367,796 1,367,796 Reserves 37,901,522 35,986,203 Foreign currency translation reserve (558,775) 398,860 Hedging reserve (174,303) 3,387 Equity-settled share-based payment reserve 799,860 636,835 Retained earnings 37,834,740 34,947,121 Shares held by subsidiary as treasury shares 671,951 673,637 Share capital (2) (2) Share premium 671,953 673,639 Capital and reserves attributable to shareholders of the Company 39,958,283 38,044,650 Reserves comprise Company and subsidiaries 37,633,499 35,788,905 Associates 268,023 197,298 37,901,522 35,986,203 Share capital Authorised 540 000 000 (2025: 540 000 000) ordinary shares of 5 cents each 27,000 27,000 Number Number Issued Number of shares in issue 340,274,346 340,274,346 Less: shares held by subsidiary as treasury shares (386,604) (386,604) Balance at beginning of year (386,604) (386,604) Purchase of shares (1,070,373) (1,568,947) Sale of shares by subsidiary to staff in terms of share incentive scheme 1,070,373 1,568,947 Net shares in issue 339,887,742 339,887,742 Foreign currency translation reserve Hedging reserve Equity-settled share-based payment reserve The equity-settled share-based payment reserve includes the fair value of the share appreciation rights granted and conditional share awards made to staff and executive directors, which have been recognised over the vesting period at fair value with a corresponding expense recognised in the income statement. The translation reserve comprises foreign exchange differences arising from the translation of the financial statements of foreign operations. The hedging reserve represents the effective portion of gains or losses arising on changes in fair value of hedging instruments entered into as cash flow hedges. The cumulative gain or loss arising on changes in fair value of the hedging instruments that are recognised and accumulated under the hedging reserve will be reclassified to profit or loss when the hedged transaction takes place. Where the hedged transaction is for the acquisition of non-monetary assets, the relevant hedging reserve will be offset against the acquisition cost. 17 013 717 (2025: 17 013 717) of the unissued ordinary shares are under the control of the directors until the next annual general meeting. In order to facilitate the settlement of its equity settled share incentive obligations the Group via its subsidiary, Bidvest Industrial Holdings (Pty) Ltd, acquires The Bidvest Group Limited ordinary shares on the open market. In prior periods the share incentive obligations were settled by issuing new ordinary shares. Shares in the Company, held by its subsidiaries, The Bidvest Incentive Scheme and The Bidvest Education Trust are classified in the Group’s shareholders’ interest as treasury shares. These shares are treated as a deduction from the issued and weighted average number of shares. The cost price of the shares is presented as a deduction from total equity. Distributions received on treasury shares are eliminated on consolidation. 85 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 13. Equity, distributions and group information (continued…) 13.2. Dividends per share 2026 2025 cents cents Dividend paid to shareholders on 30 March 2026 (2025: Dividend paid to shareholders on 31 March 2025) 495.0 470.0 Dividend paid to shareholders on 28 September 2026 (2025: Dividend paid to shareholders on 29 September 2025)483.0 453.0 978.0 923.0 Distributions to shareholders are accounted for once they have been approved by the board of directors. R'000 R'000 Reconciliation to consolidated cashflow statement Dividends paid to shareholders (3,225,801) (3,120,315) Dividends received by subsidiaries on treasury shares 5,930 3,545 Dividends paid to non-controlling interests (249,759) (185,000) Amounts paid (3,469,630) (3,301,770) 13.3. Capital management 13.4. Commitments 2026 2025 R'000 R'000 Capital expenditure approved Contracted for 417,812 362,250 Not contracted for 836,108 778,364 1,253,920 1,140,614 13.5. Contingent liabilities Guarantees issued in respect of obligations of associates and investments 13.6. Related parties Identification of related parties The Board of Directors' policy is to maintain a strong capital base so as to maintain investor, supplier and market confidence, whilst also being able to sustain future development of the businesses. The Board of Directors monitors both the demographic spread of shareholders, as well as the return on capital, which the Group defines as total shareholders' equity, excluding minority interests and the level of distributions to ordinary shareholders. The Group's objective is to maintain a distribution cover of approximately two and a quarter times normalised headline earnings for the foreseeable future. The methods of distribution include dividends, return of share premium, capitalisation issues as well as share buy-backs in lieu of distributions. The level of cover of distributions takes into account prevailing market conditions, future cash requirements of the businesses, Group liquidity requirements, as well as capital adequacy ratios. From time-to-time the Group purchases its own shares on the market, the timing of these purchases depends on market prices. Primarily the shares are intended to be used for issuing shares under the Bidvest Share Incentive Scheme, Conditional Share Plan or the Share Appreciation Rights Plan (refernote 12.1. Share-based payments). The maximum number of shares which can be allocated under the Share Appreciation Rights Plan and the Conditional Share Plan is limited to 16 750 000 shares. The Group does not have a defined share buy-back plan. These shares are currently held as treasury shares. The Group has a related party relationship with its subsidiaries, associates and joint ventures. Key management personnel has been defined as the executive and non- executive directors of the Company. The definition of key management includes the close members of family of key management personnel and any other entity over which key management exercise control. Close members of family are those family members who may be expected to influence, or be influenced by that individual in their dealings with the Group. They may include the individual's domestic partner and children, the children of the individual's domestic partner, and dependents of the individual or the individual's domestic partner. The R95,4 million investment in the construction of warehousing and facilities in the Port of Walvis Bay is well under way with R58,4 million spent to date. All preparatory engineering work for the warehouse structure has been completed, including earthworks, civil works, electrical and water services. The moveable warehouse structures have arrived in Walvis from Norway and assembly has commenced. The planned completion date has been extended to September 2026 due to the congestion between Civil / Earthworks and structure assembly teams. The Group has outstanding legal and other claims arising out of its normal ongoing operating activities which have to be resolved. None of these claims are significant. Capital expenditure amounting to R1,2 billion (2025: R1,1 billion) is in respect of property, plant and equipment and the remaining balance is in respect of computer software. It is anticipated that capital expenditure will be financed out of existing cash resources. There were no changes in the Group's approach to capital management during the year. Of the R40 million committed for Phase 1 and 2 of the development on freehold land in Walvis Bay a total of R13 million was spent to complete the project, including earthworks, interlocking brick paving, and the installation of two weighbridges. The planned construction of the ring road was omitted, which led to the reduction in the amount spent. A further R52 million has been committed for the construction of an additional warehouse on freehold land. Municipal plans for the warehouse have been submitted for approval. The tender process is expected to commence at the end of July 2026. A the 30 June 2026 the Group has committed R96 million to upgrade and improve the storage facilities at Bidvest Tank Terminal. In the early days of the Group, acquisition activity was generally funded via the raising of equity capital however over the past five years, far more favourable credit markets have enabled the use of debt as a far more effective tool of capital. The current credit markets have been extremely volatile, increasing the cost of debt in the weighted average cost of capital for the Group thereby enabling a potential return to tapping the equity markets to fund future growth. 86 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 13. Equity, distributions and group information (continued…) 13.6. Related parties (continued…) Transactions with key management personnel 2026 2025 R'000 R'000 Transactions between Group subsidiaries Total value of sales between related parties 6,862,224 5,974,594 Total value of inventory purchased from related parties 3,478,726 2,847,495 Total value of services purchased from related parties 3,421,506 3,127,099 Total value of related party trade payables / receivables 897,074 997,276 Total value of related party loans payable / receivable 34,921,550 27,351,271 Total value of related party interest bearing loans between Bidvestco and Bidvest Treasury Services 7,988,000 6,477,000 Total value of related party interest bearing loans payable to Bidvest Treasury Services 12,238,632 10,759,957 Total value of related party interest bearing loans payable to The Bidvest Group UK 23,329,973 26,216,886 Total value of related party deposits at Bidvest Bank 444,580 334,324 Total value of related party overdrafts at Bidvest Bank 3,875 26,253 Transactions with associates and joint ventures Sales and services provided by the Group 484,707 452,900 Purchases 537,820 880,688 Outstanding amounts due to the Group at year end included in advances to associates 250,410 355,925 Outstanding amounts due to the Group at year end included in trade receivables 58,889 56,743 Outstanding amounts due by the Group at year end included in trade payables 212,155 131,088 13.7. Subsequent events Subsequent to yearend The Bidvest Group (UK) PLC entered into a GBP20 million on-demand multicurrency overdraft facility with Barclays Bank PLC available in Sterling, Euro, US Dollar, Australian Dollar and Canadian Dollar for working capital purposes supported by a GBP20 million corporate guarantee from The Bidvest Group Ltd. On 10 July 2026 the Group sold 19 618 825 of its 95 126 742 ordinary shares in Adcock Ingram Holdings Limited (Adcock) and a portion of its investment in Strait Access Technologies Holding Pty Ltd. Consequently, the Group's share of Adcock dropped from 64,25% at 30 June 2026 to 51% at 10 July 2026. Total proceeds of R1,8 billion was used to reduce debt further. Details pertaining to executive and non-executive directors' compensations are set out innote 12.2. Directors' remunerationin total is included innote 5.7. Profit before finance charges and associate income. Independent non-executive directors do not participate in the Group’s share appreciation rights schemes or conditional share awards. Similar policies are applied to key management personnel at subsidiary level who are not defined as key management personnel at the Group level. Certain of the directors of the Group are also non-executive directors of other public companies which may transact with the Group. The relevant directors do not believe they have significant influence over the financial or operational policies of those companies. Those companies are thus not regarded as related parties. The following transactions were made on terms equivalent to those that prevail in arm's-length transactions between subsidiaries of the Group and key management personnel (as defined above) and/or organisations in which key management personnel have significant influence: The Group encourages its employees to purchase goods and services from Group companies. These transactions are generally conducted on terms no more favourable than those entered into with third parties on an arm's-length basis, although in some cases nominal discounts are granted. Transactions with key management personnel are conducted on similar terms. No abnormal or non-commercial credit terms are allowed, and no impairments were recognised in relation to any transactions with key management personnel during the year, nor have they resulted in any non-performing debts at the year end. The following transactions were made on terms equivalent to those that prevail in arm's-length transactions between subsidiaries and associates of the Group 87 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 13.8. Foreign currency exchange rates The following exchange rates were used in the conversion of foreign interests and foreign transactions at 30 June 2026 2025 Rand/Sterling Closing rate 21,74 24,31 Average rate 22,69 23,50 Rand/Euro Closing rate 18,72 20,86 Average rate 19,72 19,76 Rand/Australian Dollar Closing rate 11,34 11,65 Average rate 11,95 11,46 11,76 Rand/US Dollar Closing rate 16,40 17,72 Average rate 16,90 18,16 Rand/Canada Dollar Closing rate 11,54 13,01 Average rate 12,23 13,02 Rand/Singapore Dollar Closing rate 12,67 13,93 Average rate 13,16 13,71 Rand/Japanese Yen Closing rate 0,101 0,123 Average rate 0,110 0,122 88 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 14. Discontinued operations and disposal group held-for-sale Results of the discontinued operation included in the Group's results for the year ended 30 June are detailed as follows: 2026 2025 R'000 R'000 Revenue 1,962,616 2,173,874 Cost of revenue (878,189) (987,947) Gross profit 1,084,427 1,185,927 Operating expenses (629,600) (571,710) Net impairment losses on financial assets (119,147) (44,332) Other Income 106,552 61,646 Trading profit 442,232 631,531 Share-based payment expense 4,122 (9,741) Disposal costs and customer contracts amortisation (20,411) (37,951) Net capital items (377,443) (154,432) Impairment of identifiable assets of disposal group (277,301) (66,578) Impairment of disposal group assets held-for-sale (100,142) (135,303) Net profit on divestiture of disposal group assets held-for-sale - 47,449 Operating profit before finance charges 48,500 429,407 Net finance charges (12,440) (10,995) Finance income 87 4,834 Finance charges (12,527) (15,829) Operating profit before taxation 36,060 418,412 Taxation (38,316) (237,198) (Loss) profit for the year from discontinued operations (2,256) 181,214 Basic earnings per share (cents) - discontinued operations (0.7) 53.3 Diluted basic earnings per share (cents) - discontinued operations (0.7) 53.2 Headline earnings per share (cents) - discontinued operations 88.4 111.3 Diluted headline earnings per share (cents) - discontinued operations 88.3 111.1 Since 1 July 2024 the relevant requirements of IFRS 5 have been met for Bidvest Bank and Bidvest Life, which constitute a group of cash generating units, to be classified as a disposal group, available for sale in its present condition and a discontinued operation. The Group is committed to the disposal process and its ultimate successful conclusion. The Group has received a binding offer of R140 million from a private equity-led financial services consortium for 100% of the share capital of Bidvest Life. Key conditions precedent, including regulatory approval, are required to consummate this transaction. 89 Consolidated Annual Financial Statements
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Notes to the consolidated financial statements for the year ended 30 June 14. Discontinued operations and disposal group held-for-sale (continued…) Effect of the discontinued operation on the Group's consolidated statement of financial position 2026 2025 R'000 R'000 Disposal group assets held-for-sale 11,858,093 12,183,674 Property, plant and equipment 1,918,767 1,738,330 Right-of-use assets 74,549 140,478 Intangible assets 194,377 282,727 Net insurance contract asset 604,893 508,168 Investments 1,758,770 2,518,240 Banking and other advances 4,188,338 4,456,089 Inventories 231,482 242,543 Trade and other receivables 452,231 372,988 Cash and cash equivalents 2,746,963 2,108,896 Taxation - 27,350 Impairment to fair value less cost to sell (312,277) (212,135) Disposal group liabilities held-for-sale 9,176,361 9,491,372 Net insurance contract liability 144,392 145,342 Deferred taxation 168,872 192,403 Post-retirement obligations 258 215 Taxation 35,170 - Borrowings 8,310 14,918 Trade and other payables and provisions 894,669 1,210,542 Amounts owed to bank depositors 7,797,972 7,763,123 Lease liability 126,718 164,829 Cash flows from discontinued operations Net operating cash flows from discontinued operations 232,375 (240,200) Net investing cash flows from discontinued operations 455,998 (100,031) Net financing cash flows from discontinued operations (50,307) (42,555) 638,066 (382,786) Analysis of discontinued net assets sold and consideration received Assets of disposal group sold - 175,193 Liabilities of disposal group sold - (19,848) Net assets sold - 155,345 Profit on disposal - 47,449 Gross consideration received - 202,794 Capital gains tax - (43,372) Cash and cash equivalents included in net assets of disposal group sold - (59,614) Net consideration received - 99,808 In the period ending 30 June 2025 the Group sold 100% of the share capital of FinGlobal Migration Pty Ltd to Momentum Strategic Investments Pty Ltd for R201 million and disposed of the share capital of Bidvest Asset Management Pty Ltd for R2 million. In determining the fair value less cost to sell the following identifiable assets have been impaired: Motor vehicles under lease agreements R91 million; other Property Plant and equipment R2 million; Computer software R114 million (2025: R3 million); Right-of-use assets R70 million and Goodwill Rnil (2025: R63 million). The balance of the disposal group was impaired by R100 million (2025: R135 million) refer Headline earnings. 90 Consolidated Annual Financial Statements
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Interest in subsidiaries and associates as at 30 June Annexure A Effective holdings Effective holdings Country of incorporation if not SA Note 2026 % 2025 % Significant subsidiaries Adcock Ingram(N) Adcock Ingram Holdings Limited 64 65 Bidvest Automotive (A) Autohaus Centurion Pty Ltd * 1 - 50 Autosure Pty Ltd * - 100 Autosure Cover Pty Ltd * - 100 Bidvest Automotive Holdings Pty Ltd 100 100 Bidvest Car Rental (Botswana) Pty Ltd 2 100 100 Bidvest Car Rental (Namibia) Pty Ltd * 12 - 100 Bidvest Insurance Brokers Pty Ltd 100 100 Bidvest Insurance Group Pty Ltd 100 100 Bidvest Insurance Limited 100 100 Bidvest McCarthy Brands Pty Ltd 100 100 Bidvest Namibia Automotive Otjiwarongo Pty Ltd 12 100 100 Bidvest Namibia Automotive Pty Ltd 12 100 100 Burchmore's Car Auctions Pty Ltd 100 100 Carheim Investments Pty Ltd 12 100 100 Cignet Administration Services Pty Ltd 100 100 Compendium Group Investment Holdings Pty Ltd 100 100 Compendium Insurance Brokers Pty Ltd 100 100 Compendium Insurance Brokers (KZN) Pty Ltd 100 70 Compendium Life Insurance Brokers Pty Ltd * - 100 Automotive Allied (Pty) Ltd (formerly Cubbi Pty Ltd) 100 100 Dekra Automotive South Africa Pty Ltd 100 100 F&I products and Consulting Services Pty Ltd * - 100 Kunene Motor Holdings Limited 64 64 McCarthy Investments Pty Ltd 100 100 McCarthy Pty Ltd 100 100 Melrose Motor Investments Pty Ltd * - 100 Novel Motor Company Pty Ltd 12 100 100 Swift Auto Brokers Pty Ltd * - 100 Watersure Pty Ltd * - 100 Bidvest Branded Products(F,G,M) Airport Retail and Luggage Repairs (Coastal) Pty Ltd 70 70 Bidvest Branded Products Holdings Pty Ltd 100 100 Bidvest Monitoring Solutions Pty Ltd 100 100 Bidvest Office Pty Ltd 100 100 Bidvest Paperplus Pty Ltd 100 100 Brandco Online (Pty) Ltd 100 100 Brandcorp Hong Kong Limited 5 100 100 Brandcorp Transformation Corporation Pty Ltd 100 100 Buena Vista Trading 82 (Pty) Ltd 100 100 Cecil Nurse Namibia Pty Ltd 12 100 100 Channel Label Solutions Pty Ltd 100 100 Globe Stationery Manufacturing Company Pty Ltd 100 100 Home of Living Brands Group Limited 100 100 Home of Living Brands Pty Ltd 100 100 Kolok (Namibia) Pty Ltd 12 100 100 Kolok Pty Ltd 100 100 Lamobyte Pty Ltd 100 100 Lithotech Corporate Pty Ltd 1 49 49 Lithotech Manufacturing Pinetown Pty Ltd 100 100 91 Consolidated Annual Financial Statements
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Interest in subsidiaries and associates as at 30 June Annexure A Effective holdings Effective holdings Country of incorporation if not SA Note 2026 % 2025 % Significant subsidiaries Bidvest Branded Products(F,G,M) (continued) LK Plating (Pty) Ltd 100 100 LK Products (Pty) Ltd 100 100 Lufil Packaging Pty Ltd 100 100 Main Street 573 Pty Ltd 70 70 Minolco (Namibia) Pty Ltd 12 100 100 Phakama Print Pty Ltd 1 40 40 Roan Safety Products Pty Ltd 100 100 Silveray Statmark Company Pty Ltd 100 100 SMC Sales Logistics Pty Ltd 100 100 Tension Envelope Pty Ltd 100 100 Waltons Namibia Pty Ltd 12 100 100 Whitebord Pty Ltd 100 100 Zonke Monitoring Systems Pty Ltd 78 78 Bidvest Commercial (B,E,K) Academy Brushware Pty Ltd# 100 100 Afcom Group Limited 100 100 Bellco Electrical Pty Ltd 100 100 Berzack Brothers Pty Ltd# 100 100 Bidvest Afcom Pty Ltd# 100 100 Bidvest Buffalo Tapes Pty Ltd# 100 100 Bidvest Commercial Products Holdings Pty Ltd 100 100 Bidvest Commercial Products Pty Ltd 100 100 Bidvest Industrial Pty Ltd 100 100 Bidvest Industrial Supplies Zambia Limited 22 75 75 Bidvest Materials Handling Pty Ltd# 100 100 Bidvest Namibia Plumblink Pty Ltd 12 100 100 Brandcorp Holdings Pty Ltd * - 100 Brandcorp Pty Ltd 100 100 Clockwork Giant Clothing Pty Ltd 17 100 100 Eagle Lighting Pty Ltd 100 100 Electtech Power Solutions Pty Ltd 100 100 G Fox Pty Ltd# 100 100 G Fox Swaziland Pty Ltd 17 75 75 JMS Technical Soultions Pty Ltd 100 100 King Pie Holdings Pty Ltd 100 100 Plumblink (SA) Pty Ltd 100 100 Ram Fasteners Pty Ltd# 100 100 Renttech Holdings Pty Ltd * - 100 Renttech South Africa Pty Ltd 100 100 Renttech Trading Pty Ltd 100 100 Solid State Power Pty Ltd 100 100 Southern African Welding and Industrial Supplies Pty Ltd 12 100 100 Tuning Fork Pty Ltd t/a Yamaha 100 100 Voltex Botswana Pty Ltd * 2 - 70 Bidvest Electrical Holdings Pty Ltd 100 100 Voltex MVLV Solutions Pty Ltd 90 90 Bidvest Steiner Namibia Pty Ltd 12 100 100 Voltex Pty Ltd 100 100 Vulcan Catering Equipment Pty Ltd 100 100 92 Consolidated Annual Financial Statements
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Interest in subsidiaries and associates as at 30 June Annexure A Effective holdings Effective holdings Country of incorporation if not SA Note 2026 % 2025 % Significant subsidiaries Bidvest Financial Services (C) Bid Finserv Capital Pty Ltd 100 100 Bidvest Bank Holdings Limited 100 100 Bidvest Bank Limited 100 100 Bidvest Cash Axcess Pty Ltd 100 100 Bidvest Life Limited 100 100 Bidvest Merchant Services Pty Ltd 100 100 Financial Management International Pty Ltd 100 100 Master Currency Pty Ltd 100 100 Bidvest Freight (D) African Shipping Limited 100 100 Bidfreight Intermodal Pty Ltd 100 100 Bidfreight Port Operations Pty Ltd 100 100 Bidvest Freight Management Services Pty Ltd 100 100 Bidvest Freight Pty Ltd 100 100 Bidvest Freight Terminals Pty Ltd 100 100 Bulk Connections Pty Ltd 100 100 Cape Container Terminal Leasing Pty Ltd * - 100 Durban Coal Terminals Company Pty Ltd 100 100 Ensimbini Terminals Pty Ltd 1 50 50 Bidvest Marine Services (Pty) Ltd (formerly Freightbulk Pty Ltd) 100 100 Island View Storage Limited t/a Bidvest Tank Terminals 100 100 Lubrication Specialists Pty Ltd 12 100 100 Luderitz Bulk Terminal Pty Ltd 12 100 100 Makana Bid Properties Pty Ltd 100 100 Manica Group Namibia Pty Ltd 12 100 100 Monjasa Namibia Pty Ltd 12 57 57 Mozambique Freight Services, Lda 11 100 100 Namtank Management Services Pty Ltd 12 100 100 Naval Servicos A Navegacao LTDA 11 100 100 Rennies Indongo Port Terminal Pty Ltd (formerly Orca Marine Service Pty Ltd)12 70 100 P & I Associates Pty Ltd 100 100 Renfreight Pty Ltd 100 100 Rennie Murray and Company Pty Ltd 100 100 Rennies Ships Agency Mozambique Limitada 11 100 100 Rennies Ships Agency Pty Ltd 100 100 Safcor Freight Pty Ltd (t/a Bidvest International Logistics) 64 64 Sebenza Forwarding & Shipping Pty Ltd 100 100 South African Bulk Terminals Pty Ltd 100 100 South African Container Depots Pty Ltd 100 100 Walvis Bay Airport Services Pty Ltd 12 49 100 Walvis Bay Stevedoring Company Pty Ltd 12 37 55 Woker Freight Services Pty Ltd 12 100 100 Bidvest Services South Africa (H,J) Aquazania Africa Pty Ltd * - 100 Aquazania Pty Ltd (formerly Pureau Fresh Water Company Pty Ltd) 100 100 Aquatico Analytical (Pty) Ltd ^ 100 - Aquatico Capital ( Pty) Ltd ^ 100 - Aquatico Cape Laboratories (Pty) Ltd ^ 100 - AQNC Developments (Pty) Ltd ^ 100 - Aquatico Investments (Pty) Ltd ^ 100 - Aquatico Laboratories (Pty) Ltd ^ 100 - 93 Consolidated Annual Financial Statements
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Interest in subsidiaries and associates as at 30 June Annexure A Effective holdings Effective holdings Country of incorporation if not SA Note 2026 % 2025 % Significant subsidiaries Bidvest Services South Africa (H,J) (continued) Aquatico Monitoring (Pty) Ltd ^ 100 - Aquatico Scientific (Pty) Ltd ^ 100 - AQA Empowerment Trust ^ 50 - Bidair Cargo Pty Ltd 100 100 Bidshelf 94 Pty Ltd (formerly Bidtrack Pty Ltd) 100 100 Bidtrack Pty Ltd (formerly Commuter Handling Services Pty Ltd) 100 100 Bidtravel Pty Ltd * - 100 Bidvest Catering Services Pty Ltd 100 100 Bidvest Magnum Pty Ltd 100 100 Bidvest Protea Coin Assets In Transit And Armed Reaction Pty Ltd 100 100 Bidvest Protea Coin Cargo Protection Pty Ltd 100 100 Bidvest Protea Coin Fencing Pty Ltd 100 100 Bidvest Protea Coin Pty Ltd 63 63 Bidvest Protea Coin Technical And Physical Security Pty Ltd * - 100 Bidvest Travel Holdings Pty Ltd 100 100 Bosnandi Laundry Pty Ltd 51 51 Bushbreaks & More Pty Ltd 100 100 ClickOn Communications Pty Ltd 100 100 Cruises International SA Pty Ltd 100 100 Cudha SARL 11 1 50 50 Dinatla Property Services Pty Ltd 100 100 Execuflora Pty Ltd 100 100 Express Air Services Pty Ltd 100 100 Express Air Services Uganda Limited 18 100 100 First Garment Rental Pty Ltd 100 100 Harvey World Travel Southern Africa Pty Ltd 100 100 Hotel Amenities Suppliers Pty Ltd 100 100 Interloc Freight Services Pty Ltd 100 100 Macardo Lodge Pty Ltd t/a Travelwise 2 51 51 New Frontiers Tours Pty Ltd 100 100 Nomtsalane Property Services Pty Ltd 86 86 Protea Security Services (West Rand) Pty Ltd 100 100 Bidshelf 27 Pty Ltd (formerly Aquazania Pty Ltd) * - 100 Quadrel Travel Manangement Pty Ltd t/a CWT 90 90 Rennies Travel (Namibia) Pty Ltd 12 100 100 Rennies Travel Pty Ltd t/a Rennies BCD Travel 100 100 Royalmnandi Duduza Pty Ltd 60 60 Royalmnandi Events Pty Ltd * - 100 Royalmnandi Food Services Pty Ltd * - 100 Set Point Fluid Handling & Analytics (Namibia) Pty Ltd * 12 - 100 Set Point Botswana Pty Ltd 2 100 100 Synerlytic Group Holdings (Pty) Ltd 100 100 Synerlytic Analytical Holdings (Pty) Ltd 100 100 Synerlytic Services (Pty) Ltd 100 100 Synerlytic Analytical Services (Pty) Ltd 100 100 Synerlytic International Holdings Ltd 23 100 100 Top Turf Group Pty Ltd 100 100 Top Turf Swaziland Pty Ltd 17 100 100 Travel Connections Pty Ltd 100 100 UAV and Drone Solutions Pty Ltd 100 100 Uniworld Travel Pty Ltd 100 100 Velocity Road Rehabilitation Holdings Pty Ltd 100 100 94 Consolidated Annual Financial Statements
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Interest in subsidiaries and associates as at 30 June Annexure A Effective holdings Effective holdings Country of incorporation if not SA Note 2026 % 2025 % Significant subsidiaries Bidvest Services South Africa (H,J) (continued) Vericon Outsourcing Pty Ltd 100 100 Wearcheck Ghana Ltd * 4 - 75 Wearcheck Laboratories India Pte Ltd 6 100 100 Wearcheck Mozambique Limitada 11 100 100 Wearcheck Namibia Pty Ltd 12 100 100 Wearcheck PM Ltd 19 100 100 Wearcheck PM Llc 19 1 49 49 Wearcheck Tribology Services Pte Ltd 23 100 100 Wearcheck Zambia Ltd 22 100 100 Wearcheck Zimbabwe Pte Ltd 23 100 100 Workwear Rental Services Pty Ltd 100 100 World Travel Pty Ltd 100 100 WTH Investment Holdings Pty Ltd 100 100 Zanihold Pty Ltd 100 100 Bidvest Services International (I) Amber Support Solutions Limited 20 100 100 Arepla Técnicos en Control de Plagas SAU ^ 16 100 - Axis Cleaning and Support Services Limited 20 100 100 Axis Group Integrated Services Limited 20 100 100 Axis Security Services Limited 20 100 100 B.I.C Services Pty Ltd 1 100 100 Bidvest Cleaning Pty Ltd * - 100 Bidvest Facilities Management Pty Ltd 100 100 Bidvest Noonan (ROI) Limited 13 100 100 Bidvest Noonan (UK) Limited 20 100 100 Bidvest Prestige Cleaning Pty Ltd 12 100 100 Bidvest Services (ROI) Limited 13 100 100 Bidvest Services (UK) Limited 20 100 100 Bidvest Services Group (UK) Limited 20 100 100 Bidvest Services Holdings Pty Ltd 100 100 Bidvest Services Pty Ltd 100 100 Citron Hygiene LP * 3 - 100 Citron Hygiene UK Limited 20 100 100 Citron Hygiene US Corp 21 100 100 Citron Hygiene US Holdco Inc * 3 - 100 Citron Hygiene Holdings Inc * 3 - 100 Citron Hygiene GP Inc * 3 - 100 Hygiene LTIP Inc * 3 - 100 Citron Hygiene Canada Inc 3 100 100 Cleanbio Hygiene Pte Ltd ^ 15 100 - CLM Safety Limited 20 100 100 Consolidated Property Services Pty Ltd 1 100 100 Cordant Cleaning Limited 20 100 100 Cordant Security Limited 20 100 100 Cordant Thistle Limited 20 100 100 95 Consolidated Annual Financial Statements
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Interest in subsidiaries and associates as at 30 June Annexure A Effective holdings Effective holdings Country of incorporation if not SA Note 2026 % 2025 % Significant subsidiaries Bidvest Services International (I) (continued) Countrywide Healthcare Limited 20 100 100 Countrywide Healthcare Holdings Limited 20 100 100 Crane Midco Limited 20 100 100 Dartry Laundry Ltd (“Dartry”) 20 100 100 Dinosi Cleaning Services Pty Ltd 55 55 Direct365Online Limited 20 100 100 Egroup Protective Services Group Pty Ltd 1 100 100 Epsilon Test Services Limited 20 100 100 Future Carpet Cleaning Services Limited 20 100 100 Future Cleaning (Southwest) Limited 20 100 100 Future Cleaning FCS Limited 13 100 100 Future Cleaning Services Limited 20 100 100 Hygiene Matters Limited 13 100 100 Ikhayelihle Royalserve Cleaning Services Pty Ltd * - 100 Industro-Clean Botswana Pty Ltd 2 100 100 Just Ask Estate Services Limited 20 100 100 Karmarton Limited 13 100 100 Lehlangene Facilities Management Pty Ltd 100 100 L. Lynch (H20) Solutions Limited 13 100 100 L. Lynch Interact Limited 13 100 100 LTP Mast and Infrastructure Services Pty Ltd 100 100 Mayflower Hygiene Supplies (London) Limited 20 100 100 Mayflower Hygiene Supplies (Ireland) Limited 13 100 100 Mediguard WIC Cleaning Services (Lesotho) Pty Ltd 9 51 51 Nexgen Facilities Services Limited 20 100 100 Nexgen Facilities Services London Limited 20 100 100 Nexgen London Limited 20 100 100 Noonan Topco Limited 20 100 100 Personnel Hygiene Services Limited 20 100 100 PHS Bidco Limited 20 100 100 PHS Compliance Limited 20 100 100 PHS Group Limited 20 100 100 PHS Holdings Limited 20 100 100 PHS Investments Limited 20 100 100 PHS Services Limited 20 100 100 PHS Serkon SAU 16 100 100 PHS Washrooms Limited 20 100 100 PHS Western Limited 20 100 100 Prestige Cleaning Services Pty Ltd 100 100 Principal Hygiene Systems Limited 20 100 100 Pure Hygiene Pty Ltd 1 100 100 QMS Consulting Pty Ltd 100 100 Rebserve Facilities Management Pty Ltd 80 80 Rental Hygiene Services Pte Ltd 15 100 100 Robinson Services Limited * 20 - 100 Robinson Services Laundry Limited 20 100 100 Steiner Environmental Solutions Pty Ltd 100 100 Steiner Hygiene Pty Ltd 100 100 Steiner Hygiene Swaziland Pty Ltd 17 100 100 Servicios Antiplagas, Higiene Y Control Ambiental SAU (Sahicasa) 16 100 100 Sword Security (NI) Limited * 20 - 100 96 Consolidated Annual Financial Statements
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Interest in subsidiaries and associates as at 30 June Annexure A Effective holdings Effective holdings Country of incorporation if not SA Note 2026 % 2025 % Significant subsidiaries Bidvest Services International (I) (continued) Synergy Waste Solutions Pty Ltd 20 100 100 Szense Air Aroma Pte Ltd 15 100 100 Test Monetary Systems Pty Ltd * - 100 Teacrate Limited 20 100 100 Teacrate Rentals Limited 20 100 100 TFMC FM Services Pty Ltd 100 100 TFMC Holdings Pty Ltd 100 100 Top Turf Mauritius Pty Ltd 10 100 100 Top Turf Seychelles Pty Ltd 14 100 100 Umoja Property Solutions Pty Ltd * - 51 Bidvest Properties (O) Airport Logistics Property Holdings Pty Ltd 1 50 50 Bidvest Namibia Industrial Properties Pty Ltd 12 100 100 Bidvest Namibia Property Holdings Pty Ltd 12 100 100 Bidvest Properties Holdings Pty Ltd 100 100 Bidvest Properties UK Limited 20 100 100 Bidvest Properties Pty Ltd 100 100 Bidvest Property Holdings Pty Ltd 100 100 Elzet Development Pty Ltd 12 100 100 Lenkow Pty Ltd 12 100 100 Mercland Pty Ltd 1 50 50 Micawber 239 Pty Ltd 1 50 50 Micawber 240 Pty Ltd 53 53 Bidvest Corporate (L) BB Investment Company Pty Ltd# 100 100 Bid Services Division (IOM) Limited 7 100 100 Bid Services Division (Mauritius) Limited 10 100 100 Bid Services Division Pty Ltd 100 100 Bid Services Division (UK) Limited 20 100 100 Bidvest Advisory Services Pty Ltd 100 100 Bidvest Capital Pty Ltd 100 100 Bidvest Corporate Services Pty Ltd # 100 100 Bidvest Industrial Holdings Pty Ltd 100 100 Bidvest Namibia Commercial and Industrial Services and Products Pty Ltd 12 100 100 Bidvest Namibia Commercial Holdings Pty Ltd 12 100 100 Bidvest Namibia Limited 12 100 100 Bidvest Procurement Pty Ltd# 100 100 Bidvest South Africa Pty Ltd 100 100 Bidvest Treasury Services Pty Ltd 100 100 Bidvest Wits University Football Club Pty Ltd 100 100 Bidvest Freight UK Limited 20 100 100 Bidvestco Limited 100 100 Duiker Investments 172 Pty Ltd 12 100 100 Duiker 2019 Pty Ltd 12 100 100 Duiker Investments 2020 Pty Ltd 12 100 100 Namibia Bureau de Change Pty Ltd * 12 - 100 The Bidvest Education Trust 100 100 The Bidvest Group (UK) Plc 20 100 100 The Bidvest Group Austrailia Pty Ltd 1 100 100 The Bidvest Group Singapore Pte Ltd 15 100 100 The Bidvest Incentive Scheme Trust 100 100 97 Consolidated Annual Financial Statements
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Interest in subsidiaries and associates as at 30 June Annexure A Effective holdings Effective holdings Country of incorporation if not SA Note 2026 % 2025 % Significant associates and joint ventures Adcock Ingram Limited (India) (JV) (N) 6 50 50 DKTOB Pty Ltd (Daelibs) (I) 1 38 38 "K" Line Shipping (South Africa) Pty Ltd (D) 49 49 National Renal Care Pty Ltd (JV) (N) 50 50 Strait Access Technologies Pty Ltd (N) 50 50 Footnotes ^ acquired during 2026 * disposed during 2026 # trading as an agent Country of incorporation if not South Africa Nature of business 1 Australia 1 (A) Motor vehicle retailing and related services 2 Botswana 2 (B) Manufacturer and distributor of electrical products and services 3 Canada 3 (C) Banking products and services, foreign exchange and insurance 4 Ghana 4 (D) Freight, forwarding, clearing, distribution, warehousing 5 Hong Kong 5 and allied activities 6 India 6 (E) Distributor of forklifts, power and marine products, music and sound 7 Isle of Man 7 equipment, packaging closures and catering equipment 8 Kenya 8 (F) Distributor of office stationery; furniture and office automation 9 Lesotho 9 products and related services 10 Mauritius 10 (G) Manufacturer, supplier and distributor of commercial office products, 11 Mozambique 11 printer products, services, stationery and packaging products 12 Namibia 12 (H) Rental of garments and water and coffee dispensers, suppliers of 13 Republic of Ireland 13 consumables, specialised clothing and laundry; security, interior and 14 Seychelles 14 exterior landscaping services 15 Singapore 15 (I) Rental of hygiene equipment and suppliers of consumables, cleaning, 16 Spain 16 hygiene and facilities management services 17 Eswatini 17 (J) Travel management services, aviation services and car rental 18 Uganda 18 (K) Catering supplies, food and allied products 19 United Arab Emirates 19 (L) Group services and investment 20 United Kingdom 20 (M) Distributor of electrical appliances 21 United States 21 (N) Manufacturer, marketer and distributor of healthcare products 22 Zambia 22 (O) Property holding 23 Zimbabwe 23 (P) Construction Additional Notes (Q) Public private partnership 1 The Group has power over this subsidiary as it has the ability to direct the relevant activities of the subsidiary unilaterally. JV Joint venture 98 Consolidated Annual Financial Statements
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Shareholder information as at 30 June 2026 Number of share held % of shares issued % of effective holding Beneficial shareholding Major shareholders holding 3% or more of the shares in issue Government Employees Pension Fund (PIC) 63,166,386 18.56 18.58 GIC Asset Management Pte Ltd 16,437,916 4.83 4.84 WGI Emerging Markets Fund LLC 10,956,333 3.22 3.22 90,560,635 26.61 26.64 Investment management holdings Fund managers holding 3% or more of the shares in issue PIC (Beneficial) 66,834,943 19.64 19.66 Lazard Asset Management LLC Group 28,264,566 8.31 8.32 Westwood Global Investments LLC 20,169,436 5.93 5.93 GIC Asset Management Pte Ltd 16,437,916 4.83 4.84 BlackRock Inc 16,350,965 4.81 4.81 The Vanguard Group Inc 14,784,655 4.34 4.35 162,842,481 47.86 47.91 Shares in issue Total number in issue 340,274,346 Bidvest Education Trust (386,604) Effective number of shares in issue 339,887,742 Shareholder categories Number of shares held % of shares issued Pension Funds 108,783,427 31.97 Mutual Fund 99,344,731 29.20 Sovereign Wealth 27,535,555 8.09 Private Investor 22,475,141 6.61 Exchange-Traded Fund 14,698,762 4.32 Hedge Fund 11,149,258 3.28 American Depository Receipts 7,012,058 2.06 Insurance Companies 6,953,283 2.04 Charity 5,439,392 1.60 Trading Position 5,041,771 1.48 Custodians 3,719,977 1.09 Corporate Holding 1,858,935 0.55 Black Economic Empowerment 1,258,495 0.37 Others/Custodial/Unknown 25,003,561 7.35 340,274,346 100.00 Geographic split of beneficial shareholders South Africa 155,572,137 45.72 North America 96,314,857 28.31 United Kingdom 11,671,961 3.43 Rest of Europe 25,571,907 7.52 Rest of World 51,143,484 15.03 340,274,346 100.00 99 Consolidated Annual Financial Statements
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Shareholder information as at 30 June 2026 Analysis of shareholdings Number of shareholders % of all shareholders Number of shares held % of shares issued 1 - 1 000 39,621 83.97 10,109,583 2.97 1 001 - 10 000 6,397 13.56 16,563,377 4.87 10 001 - 100 000 889 1.88 26,865,358 7.90 100 001 - 1 000 000 237 0.50 69,158,842 20.32 1 000 001 - and more 43 0.09 217,577,186 63.93 47,187 100.00 340,274,346 100.00 Shareholder spread Public shareholders 47,181 99.99 339,360,104 99.73 Non-public shareholders 6 0.01 914,242 0.27 ● Bidcorp Group Retirement Fund 1 0.00 67,130 0.02 ● Bidvest Education Trust 1 0.00 386,604 0.11 Directors & Family Trust 4 0.01 460,508 0.14 47,187 100.00 340,274,346 100.00 100 Consolidated Annual Financial Statements
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Administration The Bidvest Group Limited Chief financial officer Incorporated in the Republic of South Africa Mark Steyn Registration number: 1946/021180/06 ISIN: ZAE000117321 Investor relations Share code: BVT Ilze Roux Group company secretary Registered office Nonqaba Katamzi Bidvest House 18 Crescent Drive Auditors Melrose Arch PricewaterhouseCoopers Inc. Melrose 2196 Legal advisers South Africa Alchemy Law Africa Baker & McKenzie Telephone +27 (11) 772 8700 Edward Nathan Sonnenbergs Werksmans Inc Bankers Website ABSA Bank Limited www.bidvest.com Bank of America E-mail info@bidvest.co.za Barclays PLC investor@bidvest.co.za FirstRand Group Limited Investec Bank Limited Bidvest call line Nedbank Limited 0860 BIDVEST The Standard Bank of South Africa Limited Ethics line Share transfer secretaries Freecall 0800 50 60 90 Computershare Investor Services Freefax 0800 00 77 88 Proprietary Limited E-mail bidvest@tip-offs.com PO Box 61051 Freepost Tip-offs Anonymous Marshalltown 138 Umhlanga Rocks 2107 KwaZulu-Natal 0861 100 950 4320 South Africa Sponsor Investec Bank Limited 101 Consolidated Annual Financial Statements