Annual financial statement
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For the year ended 31 December 2024 QUALITY BRANDS SPECIAL MOMENTS GREAT FOOD Separate Annual Financial Statements The separate annual financial statements of Libstar Holdings Ltd have been audited in compliance with section 30 of the Companies Act No 71 of 2008, as amended, and have been prepared under the supervision of Terri Lee Ladbrooke CA(SA), the Libstar Group Chief Financial Officer. These separate annual financial statements for the year ended 31 December 2024 were published on 17 April 2025.
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Separate annual financial statements 2024 LIBSTAR HOLDINGS LIMITED 1 Contents 3 Company secretary’s certificate 4 Independent auditor’s report 6 Directors’ report 10 Report of the audit and risk committee 11 Statement of Financial Position 12 Statement of Changes in Equity 13 Statement of Cash Flows 14 Accounting Policies 17 Notes to the Financial Statements 27 Detailed income statement 2 Directors’ responsibility and approval
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Directors’ responsibility and approval For the year ended 31 December 2024 The board of directors ("the Board") is responsible for the preparation and integrity of the separate annual financial statements which conform with IFRS® Accounting Standards as issued by the International Accounting Standards Board (‘IFRS Accounting Standards’) and which fairly present the state of affairs of Libstar Holdings Limited ("the Company") as at 31 December 2024, the results of its operations and cash flows for the year then ended, the notes to the separate annual financial statements, which include a summary of significant accounting policies and other explanatory notes. In addition, the Board is responsible for the preparation of the directors' report and the report of the audit and risk committee. The Board's responsibility includes: designing, implementing and maintaining internal controls relevant to the preparation and fair presentation of these separate annual 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 Board’s responsibility also includes maintaining adequate accounting records and an effective system of risk management. The Board has a reasonable expectation that the Company has adequate resources to continue operating in the foreseeable future and continue to adopt the going concern basis in preparing the separate annual financial statements. It is the responsibility of the independent external auditor to report on the fair presentation of the separate annual financial statements. Responsibility statement Each of the directors, whose names are stated below, hereby confirm that: (a) The separate annual financial statements of the Company as set out on pages 6 to 27 fairly present in all material respects the financial position, financial performance and cash flows of the Company in terms of IFRS® Accounting Standards as issued by the IASB; (b) To the best of their knowledge and belief, no facts have been omitted or untrue statements made that would make the separate annual financial statements false or misleading; (c) Internal financial controls have been put in place to ensure that material information relating to Libstar Holdings Limited have been provided to effectively prepare the separate annual financial statements; (d) The internal financial controls are adequate and effective and can be relied upon in compiling the separate annual financial statements, having fulfilled our role and function as executive directors with primary responsibility for implementation and execution of controls; (e) Where we are not satisfied, we have disclosed to the audit and risk committee and the auditors any deficiencies in design and operational effectiveness of the internal financial controls and have taken steps to remedy the deficiencies; and (f) We are not aware of any fraud involving directors. The above responsibility statements include the statement required by the JSE Listing requirements 3.84(k). Approval of the separate annual financial statements The separate financial statements which appear on pages 6 to 27 were approved by the board of directors on 18 March 2025 and are signed on behalf of the Board by: CB de Villiers Chief Executive Officer TL Ladbrooke Chief Financial Officer Separate annual financial statements 2024 LIBSTAR HOLDINGS LIMITED 2
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Company secretary’s certificate In accordance with section 88(2)(e) of the Companies Act, No 71 of 2008, for the year ended 31 December 2024, it is hereby certified that Libstar Holdings Limited have lodged with the Companies and Intellectual Property Commission (CIPC) all returns as required by a public company and all such returns are true, correct and up to date. Ntokozo Makomba Company Secretary 18 March 2025 Separate annual financial statements 2024 LIBSTAR HOLDINGS LIMITED 3
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Independent auditor’s report To the shareholders of Libstar Holdings Limited Opinion We have audited the separate annual financial annual statements of Libstar Holdings Limited (‘the Company”) set out on pages 10 to 26, which comprise of the statement of financial position as at 31 December 2024, and the statement of profit,or loss and other comprehensive income, the statement of changes in equity and the statement of cash flows for the year then ended, and notes to the financial statements, including material accounting policy information. In our opinion, the separate annual financial statements present fairly, in all material respects, the separate financial position of the Company as at 31 December 2024, and its financial performance and cash flows for the year then ended in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board and the requirements of the Companies Act of South Africa. Basis for Opinion We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Separate Annual Financial Statements section of our report. We are independent of the company in accordance with the Independent Regulatory Board for Auditors’ Code of Professional Conduct for Registered Auditors (IRBA Code) and other independence requirements applicable to performing audits of financial statements of the company and 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 of the company in South Africa. The IRBA Code is consistent with the corresponding sections of the International Ethics Standards Board for Accountants’ International Code of Ethics for Professional Accountants (including International Independence Standards). We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. In terms of the IRBA Rule on Enhanced Auditor Reporting for the Audit of Financial Statements of Public Interest Entities, published in Government Gazette Number 49309 dated 15 September 2023 (the EAR Rule), we report: Final Materiality The ISAs recognise that: − Misstatements, including omissions, are considered to be material if the misstatements, individually or in the aggregate, could reasonably be expected to influence the economic decisions of users taken on the basis of the separate annual financial statements; − Judgments about materiality are made in light of surrounding circumstances, and are affected by the size or nature of a misstatement, or a combination of both; and − Judgments about matters that are material to users of the separate annual financial statements consider users as company rather than as specific individual users, whose needs may vary greatly. The amount we set as materiality represents a quantitative threshold used to evaluate the effect of misstatements to the separate annual financial statements as a whole based on our professional judgment. Qualitative factors are also considered in making final determinations regarding what is material to the separate annual financial statements. We determined final materiality for the standalone company to be R46 Million, which is based on 1% of Equity. We have identified that a capital-based measure was the most appropriate as the entity operates primarily as a holding company and shareholders are interested in the net residual value of the company. Our review of information provided to users by the entity confirms our view. Key Audit Matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the separate annual financial statements of the current period. We have determined that there are no key audit matters to communicate in our report. Other Matter The separate annual financial statements of Libstar Limited for the year ended 31 December 2023 were audited by another auditor who expressed an unmodified opinion on those statements on 2 May 2024. Other Information The directors are responsible for the other information. The other information comprises the information included in the 28-page document titled “Libstar Holdings Limited Separate Annual Financial Statements for the year ended 31 December 2024”, which includes the Directors Responsibilities and Approval, Company Secretary's Certificate as required by the Companies Act of South Africa, Directors' Report, Report of the Group Audit and Risk Committee, and the Unaudited Detailed Income Statement. The other information does not include the separate annual financial statements and our auditor’s report thereon. Our opinion on the separate annual financial statements does not cover the other information and we do not express an audit opinion or any form of assurance conclusion thereon. In connection with our audit of the separate annual financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the separate annual financial statements, or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Report on the Audit of the Separate Annual Financial Statements Separate annual financial statements 2024 LIBSTAR HOLDINGS LIMITED 4
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Independent auditor’s report continued − 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 Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the separate annual 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 Company to cease to continue as a going concern. − Evaluate the overall presentation, structure and content of the separate annual financial statements, including the disclosures, and whether the separate annual financial statements represent the underlying transactions and events in a manner that achieves fair presentation. 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. From the matters communicated with the directors, we determine those matters that were of most significance in the audit of the separate annual 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 In terms of the IRBA Rule published in Government Gazette Number 39475 dated 4 December 2015, we report that Ernst & Young Inc. has been the auditor of Libstar Holdings Limited for 1 year. Ernst & Y oung Inc. Director: Tina Lesley Rookledge Registered Auditor Chartered Accountant (SA) 3rd Floor, Waterway House 3 Dock Road, V&A Waterfront Cape Town 18 March 2025 Responsibilities of the Directors for the Separate Annual Financial Statements The directors are responsible for the preparation and fair presentation of the separate annual financial statements, in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board 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 separate annual financial statements that are free from material misstatement, whether due to fraud or error. In preparing the separate annual financial statements, the directors are responsible for assessing the company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so. Auditor’s Responsibilities for the Audit of the Separate Annual Financial Statements Our objectives are to obtain reasonable assurance about whether the separate annual financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these separate annual 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 separate annual 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 Company’s internal control. − Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors. Separate annual financial statements 2024 LIBSTAR HOLDINGS LIMITED 5
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Directors’ report for the year ended 31 December 2024 1. Nature of activities Libstar Holdings Limited was incorporated in South Africa as an investment holding company. The company operates in South Africa. 2. Review of financial results and activities The annual financial statements have been prepared in accordance with IFRS Accounting Standards and the requirements of the Companies Act 71 of 2008. The accounting policies have been applied consistently compared to the prior year. Full details of the financial position, results of operations and cash flows of the company are set out in these financial statements. The annual financial statements have been audited by Ernst & Young Inc. 3. Going concern The directors believe that the company has adequate financial resources to continue to operate for the foreseeable future and accordingly the annual financial statements have been prepared on a going concern basis. 4. Dividends The Board has approved and declared a final cash dividend of 15 cents per ordinary share in respect of the year ended 31 December 2024 totalling R102.3m (“the dividend”). The dividend is payable on 14 April 2025 to shareholders recorded as such in the share register of the Company on 11 April 2025 (the record date). The last date of trading cum dividend will be 8 April 2025. The Board paid a final cash dividend of 15 cents per ordinary share on 15 April 2024 in respect of the year ended 31 December 2023 totalling R102.3m. 5. Events after the reporting period Refer to section 4 above for more information of the dividend declared after year-end. The directors are not aware of any other events after the reporting date which require disclosure 6. Authorised and issued share capital Authorised share capital remained unchanged during the current and prior year. Refer to Note 6 for further information on the issued share capital 7. Directors The directors in office at the date of this report are as follows: W Luhabe Chairman, independent non-executive director South African JP Landman Lead independent non-executive director South African A Andrews Independent non-executive director South African S Khanna Independent non-executive director Indian S Masinga Independent non-executive director South African CB De Villiers CEO South African TL Ladbrooke CFO South African C Lodewyks Executive director South African W Luhabe, Chairman of Libstar, will not be available for re-election with effect from the 2025 annual general meeting to be held on 30 May 2025. JP Landman, current lead independent non-executive director, was appointed as the new chairman with effect from the 2025 annual general meeting. Separate annual financial statements 2024 LIBSTAR HOLDINGS LIMITED 6
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Directors’ report continued 8. Registered office and business address 43 Bloulelie Crescent Plattekloof Cape Town 7500 9. Company Secretary Ntokozo Makomba 43 Bloulelie Crescent Plattekloof Cape Town 7500 10. Auditor At the annual general meeting of the Group held on 31 May 2024, Ernst & Young Inc. was appointed as external auditor from 1 January 2024. 11. Bankers Nedbank Limited Separate annual financial statements 2024 LIBSTAR HOLDINGS LIMITED 7
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The audit and risk committee (“the committee”) is pleased to present its report in terms of section 94(7)(f) of the Companies Act, No 71 of 2008, as amended from time to time (“the Companies Act”) and the King IV Report on Corporate Governance for South Africa 2016 (“King IV”). This report sets out how the committee discharged its statutory and Board assigned duties in respect of the financial year ended 31 December 2024. Members of the audit and risk committee The committee has four members, all of whom are independent, non-executive directors. The committee is chaired by an independent non-executive director. Each of the committee members is required to act objectively and independently. The committee members are considered to be suitably skilled directors having extensive and relevant financial experience. Refer to Note 9 of the consolidated annual financial statements for the fees paid to the committee members. Meeting attendance During the year, four meetings were held. Committee meetings and attendance for the year are summarised as follows: Name Designation Qualification 08 March 2024 19 June 2024 04 September 2024 19 November 2024 A Andrews Chair CA (SA) Present Present Present Present JP Landman Member BA.LLB, Mphil Present Present Present Present S Khanna Member Chartered Global Management Accountant Present Present Present Present S Masinga Member BCom Present Present Not present Present W Luhabe Invitee BCom, Management Advancement Programme – Wits Business School Present Present Present Present CB de Villiers Invitee CA (SA) Present Present Present Present TL Ladbrooke Invitee CA (SA) Present Present Present Present C Lodewyks Invitee BCom Management Present Present Present Present The external auditor and management representatives are invited to attend committee meetings with no voting rights. Report of the audit and risk committee for the year ended 31 December 2024 Roles and responsibilities The committee discharged its responsibilities as set out in its charter in accordance with the provisions of the Companies Act and King IV as follows: − Reviewed the interim results and year-end consolidated annual financial statements culminating in a recommendation to the Board to adopt them. In the course of its review, the committee: » took appropriate steps to ensure that the consolidated annual financial statements are prepared in accordance with IFRS Accounting Standards and in the manner required by the Companies Act and JSE Listings Requirements; » considered and, when appropriate, made recommendations on internal financial controls; » dealt with matters relating to accounting policies, internal audit, the consolidated annual financial statements and internal financial controls; − Reviewed the external audit reports on the consolidated annual financial statements; − Approved the internal audit plan; − Reviewed the internal audit findings, and where relevant, made recommendations to the Board; − Considered quarterly Information, Communication and Technology (ICT) reports from a risk and optimal business contribution perspective, including disaster recovery plans and improved business intelligence information; − Evaluated the effectiveness of risk management, controls and the governance processes; − Considered the independence and objectivity of the newly appointed external auditor, Ernst & Young Inc.; − Approved the audit fees and engagement terms of the external auditor; and − Determined there were no non-audit services provided by the external auditor and subsequently concluded that no approval of contract terms was required. In addition, in fulfilling its key responsibilities, the committee placed specific focus on the significant judgements in the 2024 financial year and reviewed the following key aspects: − Annual impairment testing of intangible assets with indefinite useful lives; − Measurement of the fair values of foreign exchange contracts; Separate annual financial statements 2024 LIBSTAR HOLDINGS LIMITED 8
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− Measurement of the fair values of share-based payments; − Useful lives of intangible assets and property, plant and equipment; − Valuation of biological assets; − Impairment of financial assets; and − Restatement of the results attributable to reclassifications identified during a general ledger analysis and compliance review over IAS 7. Focus was also placed on the circumstances that led to the restatement and measures implemented to prevent the reoccurrence thereof. Internal control The committee is responsible for reviewing the effectiveness of systems for internal control, financial reporting and risk management, and for considering the findings of any major internal investigations, fraud or misconduct, and management’s response thereto. The committee delegates the responsibility to management to continuously identify, assess, mitigate and manage risks within the business. Mitigating controls are formulated to address the risks. The committee is kept abreast of progress on the Group’s risk management plan. During the year under review, the committee considered control issues identified from the various reports reviewed by the committee. These reports included internal and external audit reports, as well as specific reports on the Group’s IT environment. Where deficient controls or matters were raised, the committee reviewed the remediation plans prepared by management and was satisfied that any material impact on the Group’s annual financial statements had been appropriately mitigated by management through manual controls and increased oversight, where necessary. The committee will continue to monitor and evaluate management’s remediation plans during 2025. Having considered, analysed, reviewed and discussed information provided by management, internal audit and the external auditors, the committee is of the opinion that the internal controls of the Group, together with management’s additional procedures performed to mitigate identified control deficiencies, can be relied upon as a reasonable basis for the preparation of the annual financial statements. Internal audit The internal audit function is performed internally. The internal audit function facilitates and supports the establishment and maintenance of an effective system of internal control for managing business risks and evaluating governance processes. The internal audit function is mandated by the Board. The internal audit charter is reviewed annually by the committee to ensure compliance with King IV. The committee is also responsible for the appointment and removal of the Head of internal audit. The committee has satisfied itself as to the effectiveness of the internal audit function.. External audit The committee reviewed the independence, expertise and objectivity of the external auditor, Ernst & Young Inc. and the designated audit partner, Tina Lesley Rookledge, as well as approved the terms of engagement and audit fees for the 2024 financial year. The committee reviewed the representation made by the external auditor and satisfied itself that the external auditor is independent of the Group, as set out in section 94(8) of the Companies Act, and complies with the JSE Limited Listings Requirements. There is a formal policy governing the approval of non-audit services provided by the appointed external auditor. The committee noted there were no non-audit services provided by the external auditor during the 2024 financial year. Refer to Note 3 of the consolidated annual financial statements for the breakdown of the audit fees and fees for the rendering of non-audit services in the 2023 financial year. In the prior year, pursuant to the mandatory audit firm rotation requirements of the Independent Regulatory Board for Auditors, the committee recommended the appointment of Ernst & Young Inc. as external auditor for the 2024 financial year which was presented and approved at the annual general meeting of the Group held on 1 June 2023. The setting aside of the Mandatory Audit Firm Rotation by the Supreme Court of Appeal on 31 May 2023, did not impact the change in the external auditor. At the annual general meeting of the Group held on 31 May 2024, Tina Lesley Rookledge was appointed as the audit partner for the 2024 financial year. Evaluation of the Chief Financial Officer The Group's Chief Financial Officer, TL Ladbrooke (Terri) is a Chartered Accountant who has held various financial and leadership roles within Libstar since joining the Group in 2015, including that of Group Financial Controller and Internal Audit Manager at Libstar Operations as well as Management Accountant and Finance Executive at Rialto. The committee is satisfied that the in-depth expertise and experience of Terri is appropriate to meet the responsibilities of the position. This is based on the qualifications, continuing professional education, in-depth experience and the committee’s assessment of the financial knowledge of the Chief Financial Officer. Going Concern The committee considered and reviewed management’s short to medium term plans, and the Group’s associated projections. It has thus satisfied itself of the going concern status of the Group, in alignment with the applicable requirements outlined in the Companies Act. The committee also reviewed the solvency and liquidity test of the Group and is satisfied that there are adequate resources to support the proposed dividend. Approval of the committee report The committee confirms that it has functioned in accordance with its terms of reference for the 2024 financial year and that its report to shareholders has been approved by the Board. A Andrews Non-Executive Audit and Risk Committee Chairman Report of the audit and risk committee continued Separate annual financial statements 2024 LIBSTAR HOLDINGS LIMITED 9
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Statement of profit or loss and other comprehensive income for the year ended 31 December 2024 2024 2023 Notes R'000 R'000 Revenue 9 110 017 7 053 Other income 34 20 Operating expenses (7 234) (6 484) Operating profit 10 102 817 589 Interest income 11 16 14 Interest expense 12 – (468) Profit before taxation 102 833 135 Taxation 13 (147) (372) Profit/(loss) for the year 102 686 (237) Other comprehensive income for the year – – Total comprehensive income/(loss) for the year 102 686 (237) Separate annual financial statements 2024 LIBSTAR HOLDINGS LIMITED 10
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Statement of financial position as at 31 December 2024 2024 2023 Notes R'000 R'000 ASSETS Non-current assets 4 568 793 4 570 475 Investments in subsidiaries 1 4 566 312 4 567 847 Deferred tax assets 7 2 481 2 628 Current assets 16 940 5 971 Trade and other receivables 3 1 198 2 561 Loans to shareholders 4 707 707 Loans to group companies 2 14 508 – Current tax receivable 318 281 Cash and cash equivalents 5 209 2 422 Total assets 4 585 733 4 576 446 EQUITY AND LIABILITIES Total equity 4 584 877 4 573 461 Share capital 6 4 926 407 4 915 389 Retained earnings (341 530) (341 928) Non-current liabilities – 1 535 Share-based payments 17 – 1 535 Current liabilities 856 1 450 Loans from group companies 2 – 996 Trade and other payables 8 856 454 Total liabilities 856 2 985 Total equity and liabilities 4 585 733 4 576 446 Separate annual financial statements 2024 LIBSTAR HOLDINGS LIMITED 11
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Statement of changes in equity for the year ended 31 December 2024 Share capital Share-based payment reserve Retained earnings Total R'000 R'000 R'000 R'000 Balance at 01 January 2023 4 899 208 4 559 (191 669) 4 712 098 Total comprehensive income for the year – – (237) (237) Loss for the year – – (237) (237) Transactions with owners of the Company Contributions and distributions 16 181 – (150 022) (133 841) Issue of shares 16 189 – – 16 189 Repurchase of shares (8) – (8) Dividends paid – – (150 022) (150 022) Share-based payment – (4 559) – (4 559) Share-based payment – (4 559) – (4 559) Balance at 01 January 2024 4 915 389 – (341 928) 4 573 461 Total comprehensive income for the year – 102 686 102 686 Profit for the year – – 102 686 102 686 Transactions with owners of the Company Contributions and distributions 11 018 – (102 288) (91 270) Issue of shares 11 022 – – 11 022 Repurchase of shares (4) – – (4) Dividends paid – – (102 288) (102 288) Share-based payment – – – – Share-based payment – – – – Balance at 31 December 2024 4 926 407 – (341 530) 4 584 877 Notes 6 17 Separate annual financial statements 2024 LIBSTAR HOLDINGS LIMITED 12
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Statement of cash flows for the year ended 31 December 2024 2024 2023 Notes R'000 R'000 Net cash flow from operating activities 104 561 (6 819) Cash generated from/(utilised in) operations 14 2 294 (6 601) Dividends received 9 102 288 – Interest received 16 14 Interest paid – (468) Taxation (paid)/received 15 (37) 236 Net cash flow from investment activities (14 508) – Issuance of loan to subsidiary 16 (14 508) – Net cash flow from financing activities (92 266) 6 808 Proceeds from issue of equity shares 6 11 022 16 189 Shares repurchase 6 (4) (8) Dividend paid (102 288) (150 022) (Repayment of))/proceeds from loan from subsidiary (996) 140 649 Net decrease in cash and cash equivalents (2 213) (11) Cash and cash equivalents at the beginning of the year 2 422 2 433 Cash and cash equivalents at the end of the year 209 2 422 Separate annual financial statements 2024 LIBSTAR HOLDINGS LIMITED 13
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Statement of compliance These audited annual financial statements have been prepared in accordance with IFRS Accounting Standards and comply with the IFRS interpretations issued by the IFRS Interpretations Committee (IFRIC) and Financial Reporting Pronouncements as issued by the Financial Reporting Standards Council, as well as the JSE Listings Requirements and the requirements of the Companies Act, No 71 of 2008. Basis of preparation The annual financial statements have been prepared on a going concern basis and on the historical cost basis, unless otherwise stated in the accounting policies. The accounting policies are consistent with the previous period. Functional and presentation currency The financial statements are presented in South African Rand, which is the company’s functional and presentation currency. All financial information presented in Rand has been rounded to the nearest thousand (R'000), unless otherwise stated. Investments in subsidiaries Investments in subsidiaries are carried at cost less any accumulated impairment losses. Financial assets – Initial recognition and measurement of financial assets The company initially recognises a financial asset only when it becomes party to the contractual provisions of the instrument. Financial assets are classified, at initial recognition, as subsequently measured at amortised cost. The classification of financial assets at initial recognition depends on the financial asset’s contractual cash flow characteristics and the company’s business model for managing them. With the exception of trade receivables that do not contain a significant financing component or for which the company has applied the practical expedient, the company initially measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs. Trade receivables that do not contain a significant financing component or for which the company has applied the practical expedient are measured at the transaction price determined under IFRS 15. – Financial assets at amortised cost Trade receivables, other receivables, loans, and cash and cash equivalents are financial assets held within the business model to collect contractual cash flows and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Accounting policies for the year ended 31 December 2024 These financial assets are subsequently measured using the effective interest method and are subject to impairment. Gains and losses are recognised in profit or loss when the asset is derecognised, modified or impaired. Interest income is recognised by applying the effective interest rate, except for short-term receivables when the recognition of interest would be immaterial. – Effective interest method The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees on points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the debt instrument, or (where appropriate) a shorter period, to the net carrying amount on initial recognition. – Impairment of financial assets Impairment provisions for trade receivables and other receivables, consisting of sundry debtors, are recognised based on the simplified approach within IFRS 9. A provision matrix is used in the determination of the lifetime expected credit losses. During this process the probability of the non-payment of the debtors is assessed. This probability is then multiplied by the amount of the expected loss arising from default to determine the lifetime expected credit loss for the debtors. For debtors, which are reported net, such provisions are recorded in a separate provision account with the loss being recognised within operating expenses in profit or loss. On confirmation that the debtors will not be collectable, the gross carrying value of the asset is written off against the associated provision. Impairment provisions for other financial assets are recognised based on a forward looking expected credit loss model. The methodology used to determine the amount of the provision is based on whether there has been a significant increase in credit risk since initial recognition of the financial asset. For those where the credit risk has not increased significantly since initial recognition of the financial asset, twelve month expected credit losses are recognised. There were no significant increases in credit risk in any of the company's other financial assets. To assess whether there is a significant increase in credit risk, the company compares the risk of a default occurring on the financial asset as at the reporting date with the risk of default as at the date of initial recognition. A default on a financial asset is when the counterparty fails to make contractual payments within 120 days of when they fall due and when the debtor is unlikely to pay its credit obligations to the company. – Derecognition of financial assets The company derecognises a financial asset only when the contractual rights to the cash flows from the asset expires, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. Separate annual financial statements 2024 LIBSTAR HOLDINGS LIMITED 14
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Financial liabilities – Initial recognition and measurement of financial liabilities The company initially recognises a financial liability only when it becomes party to the contractual provisions of the instrument. – Financial liabilities at amortised cost Financial liabilities at amortised cost, include trade payables and borrowings, are initially measured at fair value, net of transaction costs. Financial liabilities at amortised cost are subsequently measured at amortised cost using the effective interest method, with interest expense recognised on an effective yield basis. – Derecognition of financial liabilities The company derecognises financial liabilities with any gains or losses arising, recognised as other income in profit or loss when, and only when, the company’s obligations are discharged, cancelled or they expire. Share capital Ordinary shares and preference shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares and share options are recognised as a deduction from equity, net of any tax effects. Revenue – Dividend income Dividends are recognised as revenue when the right to receive payment is established. It is probable that the economic benefits associated with the dividend will flow to the Company and the amount of the dividend can be measured reliably. – Management fees Management fees are recognised over time. No material judgement is required to determine the transaction price and the allocation thereof. Interest income Interest income is recognised when it is probable that the economic benefits will flow to the company and the amount of income can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that discounts estimated future cash receipts through the expected life of the financial asset to that asset’s net carrying amount on initial recognition. Taxation Income tax expense represents the sum of the tax currently payable and deferred tax. – Current tax The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the statement of profit or loss and other comprehensive income because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period. – Deferred tax Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised. Future taxable profits are estimated based on business plans which include estimates and assumptions regarding economic growth, inflation, taxation rates and competitive forces. Deferred tax assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. Deferred tax liabilities are recognised for taxable temporary differences associated with investments in subsidiaries and associates, and interests in joint ventures, except where the company is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognised to the extent that it is probable that there will be sufficient taxable profits against which to utilise the benefits of the temporary differences and they are expected to reverse in the foreseeable future. The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities. Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the company intends to settle its current tax assets and liabilities on a net basis. – Current and deferred tax for the period Current and deferred tax are recognised as an expense or income in profit or loss, except when they relate to items that are recognised outside profit or loss (whether in other comprehensive income or directly in equity), in which case the tax is also recognised outside profit or loss, or where they arise from the initial accounting for a business combination. In the case of a business combination, the tax effect is included in the accounting for the business combination. Accounting policies continued Separate annual financial statements 2024 LIBSTAR HOLDINGS LIMITED 15
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Judgements and key sources of estimation uncertainty The preparation of the financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that may affect the application of accounting policies and reported amounts of assets, liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. The estimates 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 only affects that period, or in the period of the revision and future periods if the revision affects both current and future periods. New or revised accounting pronouncements During the current year, the company adopted all the new and revised standards issued by the IASB that are relevant to its operations and effective for annual reporting periods beginning on 1 January 2024. New or revised IFRS Accounting Standards applied with no material effect on the annual financial statements − Amendment to IAS 1 – Classification of Liabilities as Current and Non-current − Amendment to IAS 1 – Non-current Liabilities with Covenants IFRS Accounting Standards and interpretations in issue but not yet effective A number of amendments to standards are effective for annual periods beginning on or after 1 January 2025 and earlier application is permitted. However, the company has not early adopted the amended standards in preparing these financial statements. The following amended standards are not expected to have a material impact on the financial statements: − Amendments to IFRS 9 and IFRS 7 – Amendments to the Classification and Measurement of Financial Instruments − Amendments to IFRS 1, IFRS 7, IFRS 9, IFRS 10 and IAS 7 – Annual Improvements to IFRS Accounting Standards The impact of the following standard on the financial statements is still being assessed: − IFRS 18 – Presentation and disclosure in financial statements Accounting policies continued Separate annual financial statements 2024 LIBSTAR HOLDINGS LIMITED 16
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Notes to the financial statements for the year ended 31 December 2024 2024 2023 R'000 R'000 % holding % holding Carrying Carrying 2024 2023 amount amount 1 Investment in subsidiaries Libstar Operations Proprietary Limited 100% 100% 4 566 312 4 567 847 During the year, the investment decreased by R1 535 (R'000) due to the derecognition of the share-based payment liability. Refer to note 17 for further information on the adjustment made. 2024 2023 R'000 R'000 2 Loans to/(from) group companies Subsidiary Libstar Operations Proprietary Limited 14 508 (996) The above loan is unsecured and bears no interest (2023: bore no interest). The loan can be recalled at any time. Exposure to credit risk Loans receivable inherently expose the company to credit risk, being the risk that the company will incur financial loss if counterparties fail to make payments as they fall due. Exposure to currency risk The net carrying amounts of the loan to subsidiary are denominated in Rands. There is no exposure to currency risk. 3 Trade and other receivables Financial instruments: Other receivables (intercompany) 1 007 2 464 Non-financial instruments: Prepayments 98 97 VAT 93 – Total trade and other receivables 1 198 2 561 Categorisation of trade and other receivables At amortised cost 1 007 2 464 Non-financial instruments 191 97 1 198 2 561 Expected credit losses There are no expected credit losses on other receivables. Separate annual financial statements 2024 LIBSTAR HOLDINGS LIMITED 17
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Notes to the financial statements continued 2024 2023 R'000 R'000 4 Loans to shareholders Financial assets as amortised cost Business Ventures Investments No 2071 Proprietary Limited 381 381 The above loan is unsecured and bears no interest. The loan can be recalled at any time. Business Ventures Investments No 2072 Proprietary Limited 326 326 The above loan is unsecured and bears no interest. The loan can be recalled at any time. 707 707 Split between non-current and current portions Current assets 707 707 Categorisation of loans receivable At amortised cost 707 707 The credit ratings of these loans are monitored for credit deterioration and are considered to have low credit risk. The counterparties have a strong capacity to meet the contractual cash flow obligations in the near term. 5 Cash and cash equivalents Cash and cash equivalents consist of: Bank balances 209 2 422 Libstar Holdings Ltd has signed a cession of all its rights and claims in respect of bank accounts maintained in its jurisdiction of incorporation. Refer to note 19 for further information about term loans provided to Libstar Operations (Pty) Ltd (a subsidiary of the company) and the related securities for the facilities, for which Libstar Holdings Ltd stands as the additional guarantor. Separate annual financial statements 2024 LIBSTAR HOLDINGS LIMITED 18
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Notes to the financial statements continued 2024 2023 R'000 R'000 6 Share capital Authorised 10 000 000 000 Ordinary shares at no par value 1 000 000 Preference shares Reconciliation of number of shares issued: Reported as at the beginning of the year 681 921 408 681 921 408 Issue of shares – ordinary shares 491 817 820 123 Share repurchase (491 817) (820 123) 681 921 408 681 921 408 Issued 681 921 408 (2023: 681 921 408) fully paid ordinary shares of no par value Balance at 1 January 4 915 389 4 899 208 Issue of shares 11 022 16 189 Repurchase of shares (4) (8) Balance at 31 December 4 926 407 4 915 389 During the current year Business Venture Investments No 2072 (Pty) Ltd subscribed for 226 852 (2023: 378 569) subscription shares at a subscription price of R22.41 (2023: R19.74) per share on 6 May 2024 (2023: 23 May 2023). Libstar Holdings Ltd repurchased the same number of Nominal BEE shares at R0.01 per share on the respective dates. During the current year Business Venture Investments No 2071 (Pty) Ltd subscribed for 264 965 (2023: 441 554) subscription shares at a subscription price of R22.41 (2023: R19.74) per share on 6 May 2024 (2023: 23 May 2023). Libstar Holdings Ltd repurchased the same number of Nominal BEE shares at R0.01 per share on the respective dates. 7 Deferred tax Deferred tax asset 2 481 2 628 Balance at beginning of the year 2 628 3 000 Charge in profit or loss (147) (372) Balance at the end of the year 2 481 2 628 Reconciliation of deferred tax asset Assessed loss 2 282 2 586 Deductible temporary difference on prepaid expenses (26) (26) Temporary difference on accrued expenses 225 68 2 481 2 628 Management has assessed the recoverability of deferred tax assets arising from assessed losses in accordance with IAS 12. This included analysing projected future taxable profits, considering historical performance, revenue growth forecasts, and anticipated reversals of taxable temporary differences. Management concluded that it is probable future taxable profits will be available against which the assessed losses can be utilized, supporting the recognition of the deferred tax asset. Separate annual financial statements 2024 LIBSTAR HOLDINGS LIMITED 19
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Notes to the financial statements continued 2024 2023 R'000 R'000 8 Trade and other payables Financial instruments: Trade payables 24 22 Other accruals 832 253 Non-financial instruments: VAT – 179 856 454 9 Revenue Dividend income 102 288 – Management fees 7 729 7 053 110 017 7 053 10 Operating profit Operating profit for the year is stated after charging the following, amongst others: Auditor's remuneration 1 239 1 009 Directors' fees 5 221 4 691 11 Interest income Investments in financial assets: Bank and other cash 16 14 12 Interest expense Interest paid to SARS – 468 13 Taxation Major components of the tax expense Current Local income tax – current period – – Deferred Originating and reversing temporary differences 147 372 147 372 Reconciliation between accounting loss and tax expense Accounting profit 102 833 135 Tax at the applicable tax rate of 27% (2023: 27%) 27 765 36 Tax effect of adjustments on taxable income Non-taxable dividend income (27 618) – Non-deductible expenditure – 127 Derecognition of deductible temporary differences – 209 147 372 Separate annual financial statements 2024 LIBSTAR HOLDINGS LIMITED 20
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Notes to the financial statements continued 2024 2023 R'000 R'000 14 Cash generated from/(utilised in) operations Profit before taxation 102 833 135 Adjustments for: Interest income (16) (14) Interest expense – 468 Dividend income (102 288) (20) Changes in working capital: Trade and other receivables 1 363 (1 867) Trade and other payables 402 (5 303) 2 294 (6 601) 15 Taxation (paid)/received Balance at beginning of the year 281 517 Current tax for the year recognised in profit or loss – – Balance at end of the year 318 281 (37) 236 16 Related parties Relationships Subsidiary Libstar Operations Proprietary Limited Shareholder with significant influence APEF Pacific Mauritius Limited Government Employees Pension Fund Business Venture Investments 2071^ Business Venture Investments 2072^^ Directors W Luhabe Chairman, independent non-executive director JP Landman Lead independent non-executive director A Andrews Independent non-executive director S Khanna Independent non-executive director S Masinga Independent non-executive director CB De Villiers CEO TL Ladbrooke CFO C Lodewyks Executive director Separate annual financial statements 2024 LIBSTAR HOLDINGS LIMITED 21
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Notes to the financial statements continued 2024 2023 R'000 R'000 16 Related parties continued Related party balances Loan accounts – Owing by/(to) related parties Libstar Operations Proprietary Limited 14 508 (996) Business Ventures Investments No 2071 Proprietary Limited 381 381 Business Ventures Investments No 2072 Proprietary Limited 326 326 Other receivables Libstar Operations Proprietary Limited 1 007 2 464 Related party transactions Key management personnel compensation Details of remuneration of directors are disclosed in note 18. Other key management personnel* compensation is as follows: Short–term employee benefits 26 619 24 582 Transactions with key management personnel Rental paid 5 708 6 072 Dividends received from subsidiary Libstar Operations Proprietary Limited 102 288 – Dividends paid to shareholders Refer to Statement of Changes in Equity. Income received from subsidiaries Management fee received from subsidiaries 7 729 7 053 ^ Business Venture Investments No 2071 Proprietary Limited (BDT SPV), is wholly-owned by an Employee Share Trust established for the benefit of employees of the Group. ^^ Business Venture Investments No 2072 Proprietary Limited (BDT SPV), is wholly-owned by an Employee Share Trust established for the benefit of employees of the Group. * Executive management and managing executives accountable for strategic initiatives are classified as key management. These individuals were remunerated by subsidiary companies within the Libstar Holdings Limited group. 17 Share-based payments Non-current liabilities: Performance Shares – 725 Forfeitable Shares – 810 Cash settled share-based payments (L TIP) – 1 535 In the 2019 year the Group developed a share-based payment incentive scheme. The Long-Term Incentive Scheme (“L TIP”) is cash settled. Senior employees may be awarded notional units which are linked to the price of ordinary shares of the Group and only vest if certain performance standards are met. The incentive scheme seeks to attract and retain senior employees and promote ongoing loyalty, commitment and motivation. All senior employees are eligible to participate. The incentive scheme is implemented by the Board through the direction of the Remuneration Committee. On an annual basis, senior employees may be offered three components: (i) allocations of Share Appreciation Rights (“SARs”); (ii) awards of the Performance Share Plan (“PSP”); or (iii) grants of the Forfeitable Share Plan (“FSP”). During the current year, Libstar Operations Proprietary Limited (a wholly-owned subsidiary of Libstar Holdings Limited) has assumed the obligation to settle the rewards awarded under the L TIP. The relating liability has therefore been derecognised in Libstar Holdings Limited. Separate annual financial statements 2024 LIBSTAR HOLDINGS LIMITED 22
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LIBSTAR HOLDINGS LIMITED23 18 Directors’ remuneration Basic salary Company contributions Bonuses Share-based payments Other benefits* Director's fees Total remuneration and benefits Name Designation*** R'000 R'000 R'000 R'000 R'000 R'000 R'000 2024 CB de Villiers CEO 5 355 54 – 138 – – 5 547 TL Ladbrooke CFO 3 675 40 410 32 – – 4 157 C Lodewyks Executive director 3 539 1 015 189 103 108 – 4 954 W Luhabe Chairman, independent non-executive director – – – – – 1 250 1 250 JP Landman Lead independent non-executive director – – – – – 1 123 1 123 S Masinga Independent non-executive director – – – – – 755 755 S Khanna Independent non-executive director – – – – – 1 064 1 064 A Andrews Independent non-executive director – – – – – 1 030 1 030 Total 12 569 1 109 599 273 108 5 222 19 880 2023** CB de Villiers CEO 5 100 53 – 352 – – 5 505 TL Ladbrooke CFO 3 250 115 983 – – – 4 348 C Lodewyks Executive director 3 365 1 175 378 279 1 053 – 6 250 AV van Rensburg Retired executive director – – 2 367 1 500 – 3 867 W Luhabe Chairman, independent non-executive director – – – – – 1 190 1 190 JP Landman Lead independent non-executive director – – – – – 1 084 1 084 S Masinga Independent non-executive director – – – – – 719 719 S Khanna Independent non-executive director – – – – – 1 014 1 014 A Andrews Independent non-executive director – – – – – 684 684 Total 11 715 1 343 1 361 2 998 2 553 4 691 24 661 * Other benefits include bursary fees for further education and retirement benefits ** Prior period remuneration has been restated to accurately reflect compensation relating to the 2023 financial year. The update in disclosure did not have any impact on the financial position or performance of the Group *** Non-executives were remunerated by Libstar Holdings Limited. Executives were remunerated by Libstar Operations Proprietary Limited (a wholly-owned subsidiary of Libstar Holdings Limited). Changes to the board in the current year W Luhabe, Chairman of Libstar, will not be available for re-election with effect from the 2025 annual general meeting to be held on 30 May 2025. JP Landman, current lead independent non-executive director, was appointed as the new chairman with effect from the 2025 annual general meeting. Changes to the board in the prior year Mr CB de Villiers, the Libstar Chief Financial Officer (CFO) was appointed as the CEO of Libstar with effect from 1 January 2023. Ms TL Ladbrooke, the Financial and Operations Executive at Rialto, a division of the Group, was appointed as interim CFO of the Group with effect from 1 January 2023, and subsequently appointed as CFO and executive director of the Group with effect from 15 March 2023. Mr C Lodewyks was appointed as an executive director of Libstar and member of the Board with effect from 1 January 2023. Notes to the financial statements continued Separate annual financial statements 2024
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Notes to the financial statements continued Separate annual financial statements 2024 LIBSTAR HOLDINGS LIMITED 24 19 Financial instruments and risk management Categories of financial instruments 2024 R'000 2023 R'000 Amortised cost Fair value Amortised cost Fair value Categories of financial assets Loans to group companies 14 508 14 508 – – Loans to shareholders 707 707 707 707 Trade and other receivables 1 007 1 007 2 464 2 464 Cash and cash equivalents 209 209 2 422 2 422 16 431 16 431 5 593 5 593 Categories of financial liabilities Trade and other payables 856 856 275 275 Loan from group company – – 996 996 856 856 1 271 1 271 Pre tax gains and losses on financial instruments Amortised cost Total Amortised cost Total Gains and losses on financial assets Recognised in profit or loss: Interest income 16 16 14 14 Capital risk management The company's objective when managing capital (which includes share capital, borrowings, working capital and cash and cash equivalents) is to maintain a flexible capital structure that reduces the cost of capital to an acceptable level of risk and to safeguard the company's ability to continue as a going concern while taking advantage of strategic opportunities in order to maximise stakeholder returns sustainably. 2024 2023 R'000 R'000 Loan from group company – 996 Trade and other payables 856 454 Total borrowings 856 1 450 Cash and cash equivalents (209) (2 422) Net borrowings 647 (972) Equity 4 584 877 4 573 461 Net gearing ratio 0% 0% Financial risk management The company is exposed to the following risks from its use of financial instruments: Credit risk; Liquidity risk; and Market risk (interest rate risk). The board of directors has overall responsibility for the establishment and oversight of the company's risk management framework. The board has established the audit and risk committee, which is responsible for developing and monitoring the company's risk management policies. The committee reports quarterly to the board of directors on its activities.
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Notes to the financial statements continued Separate annual financial statements 2024 LIBSTAR HOLDINGS LIMITED 25 19 Financial instruments and risk management continued Capital risk management continued The company's risk management policies are established to identify and analyse the risks faced by the company, 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 the company's activities. The company audit and risk committee oversees how management monitors compliance with the risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the company. The audit committee is assisted in its oversight role by internal audit. Internal audit undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the audit committee and the risk committee. Credit risk Credit risk is the risk of financial loss to the company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. Cash and cash equivalents and deposits with banks and financial institutions Cash and cash equivalents and deposits are kept with banks and financial institutions that have sound credit ratings. Management does not expect any counter parties to fail to meet its obligations. Other financial assets carried at amortised cost The company’s credit exposure in respect of other financial assets at amortised cost are considered to be limited. Other financial assets at amortised cost include loans to related parties. The credit ratings of these assets are monitored for credit deterioration. All of the company’s other financial assets at amortised cost are considered to have low credit risk. The company recognised a Rnil (2022: Rnil) credit loss allowance for other financial assets at amortised cost. The counterparties have not defaulted on their credit before and they have a strong capacity to meet its contractual cash flow obligations in the near term. The maximum exposure to credit risk is presented in the table below: Gross carrying amount Credit loss allowance Amortised cost / fair value 2024 Trade and other receivables 1 007 – 1007 Loans to shareholders 707 – 707 Cash and cash equivalents 209 – 209 Loans to group companies 14 508 14 508 16 431 – 16 431 2023 Trade and other receivables 2464 – 2464 Loans to shareholders 707 – 707 Cash and cash equivalents 2 422 – 2 422 Loans to group companies – – – 5 593 – 5 593 Liquidity and interest risk The maturity profile of contractual cash flows of non–derivative financial liabilities, and financial assets held to mitigate the risk, are presented in the following table. The cash flows are undiscounted contractual amounts.
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Notes to the financial statements continued Separate annual financial statements 2024 LIBSTAR HOLDINGS LIMITED 26 19 Financial instruments and risk management continued Liquidity and interest risk continued 2024 2023 R'000 R'000 Carrying amount Carrying amount Within 12 months Trade and other payables 856 275 Loans from group companies – 996 Interest rate sensitivity The company is not exposed to interest rate risk because there are no funds borrowed at floating interest rates. Market risk The company's exposure to market risk is not material. Financing facilities Libstar Holdings Ltd stands as the additional guarantor on the financing facilities provided to Libstar Operations (Pty) Ltd. These facilities consist of: Senior facility A of R1 000 000 000 with a 5 year bullet profile – fully utilised; Senior facility B of R150 000 000 with a 5 year (2023: 3 year) bullet profile – fully utilised; Senior facility C of R200 000 000 with a 5 year (2023: 4 year) bullet profile – R80m utilised; and Senior facility D of R350 000 000 with a 5 year bullet profile – unutilised facility (R50m was utilised during April 2023 and voluntarily repaid during September 2023). Security agreements currently held in favour of the debt guarantor to establish security are as follows: A pledge and cession of all shares, securities and other ownership interest it holds, from time to time, in any affiliate, associate company or another person in which it is invested; A cession of all present and future claims, from time to time, against any person, including its trade debtors; A cession of its present and future claims, from time to time, against any person under the acquisition documents; A cession of all rights and claims in respect of bank accounts maintained, from time to time; A cession of all insurances taken out by or for the benefit of that obligor, from time to time, and all proceeds receivable under those insurances; A general notarial bond over all the movable assets of the obligor. 20 Going concern The directors believe that the company has adequate financial resources to continue to operate for the foreseeable future and accordingly the annual financial statements have been prepared on a going concern basis. 21 Events after the reporting period The following material events occurred during the period subsequent to 31 December 2024 but prior to these financial statements being authorised for issue: The Board of Libstar approved, declared and paid a final cash dividend of 15 cents per ordinary share (gross) in respect of the year ended 31 December 2024. 22 Consolidated financial statements The company prepares consolidated financial statements in accordance with IFRS 10. The consolidated financial statements are titled 'Libstar Holdings Limited Annual Financial Statements for the year ended 31 December 2024' and are available on the group's website. These financial statements are separate financial statements.
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Detailed income statement for the year ended 31 December 2024 2024 2023 R'000 R'000 Revenue 110 017 7 053 Dividend income 102 288 – Management fees 7 729 7 053 Operating expenses (7 234) (6 484) Auditors remuneration – external auditors (1 239) (1 009) Bank charges (22) (29) Professional fees – – Directors' fees (5 221) (4 691) Secretarial expenses (752) (742) Other expenses – (13) Other income 34 20 Other Income 34 20 Operating profit 102 817 589 Interest income 16 14 Interest expense – (468) Profit before tax 102 833 135 Taxation (147) (372) Profit/(loss) for the year 102 686 (237) Separate annual financial statements 2024 LIBSTAR HOLDINGS LIMITED 27
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Corporate information Separate annual financial statements 2024 LIBSTAR HOLDINGS LIMITED 28 COMPANY SECRETARY Ntokozo Makomba Libstar House, 43 Bloulelie Crescent, Plattekloof, Western Cape, 7500 South Africa SPONSOR The Standard Bank of South Africa Limited 30 Baker Street, Rosebank, Johannesburg, 2196, South Africa (PO Box 61344, Marshalltown, Johannesburg, 2107) AUDITOR Ernst & Y oung Inc. 3rd Floor, Waterway House 3 Dock Road, V & A Waterfront Cape Town, 8001 South Africa TRANSFER SECRETARIES Computershare Investor Services Proprietary Limited Rosebank Towers, 15 Biermann Avenue, Rosebank, Johannesburg, 2196, South Africa (PO Box 61051, Marshalltown, Johannesburg, 2107) COMPANY AND REGISTERED OFFICE Libstar Holdings Limited Registration Number: 2014/032444/06 Libstar House, 43 Bloulelie Crescent, Plattekloof, Western Cape, 7500 South Africa WEBSITE www.libstar.co.za DIRECTORS Wendy Yvonne Nomathemba Luhabe (Chairman – Independent Non-Executive Director) Johannes Petrus (JP) Landman (Lead Independent Non-Executive Director) Anneke Andrews (Independent Non-Executive Director) Sandeep Khanna (Independent Non-Executive Director) Sibongile Masinga (Independent Non-Executive Director) Charl Benjamin de Villiers (Chief Executive Officer) Terri Lee Ladbrooke (Chief Financial Officer) Cornél Lodewyks (Executive Director)
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Separate annual financial statements 2024 www.libstar.co.za