Interim report
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Condensed Unaudited Consolidated Interim Results For The Year Ended 30 June 2026 14 Condensed Unaudited Consolidated Interim Results For the Six Months Ended 30 June 2026
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Condensed Unaudited Consolidated Interim Results For The Year Ended 30 June 2026 17 Highlights * The accounting for Hesto Harnesses Proprietary Limited (“Hesto”) as a subsidiary resulted in the recognition of a significant once- off net capital loss of R306 million in the first half of the 2025 financial year (H1 2025), primarily arising from the recognition of previously unaccounted losses from Hesto as an associate, partially offset by a bargain purchase gain. This item has been included in the calculation of earnings per share but excluded from headline earnings per share. Hesto was consolidated for 3 months from 1 April 2025 in H1 2025, compared to a full 6 months in respect of the period ended 30 June 2026 (H1 2026). ** H1 2025 Comparative information has been re-presented to reflect the classification of Dynamic Battery and First Battery Industrial, as discontinued operations in accordance with International Financial Reporting Standard (IFRS) 5 – Non-current Assets Held for Sale and Discontinued operations in the second half of 2025. Group revenue increased by 1% to R8.5 billion Earnings before interest and taxation (EBIT) increased by 1% to R444 million (EBIT margin remained consistent at 5.2%) Total headline earnings per share (HEPS) increased by 11% to 72 cents (H1 2025: 65 cents) HEPS (continuing operations) increased by 4% to 71 cents (H1 2025: 68 cents**) EPS (continuing operations) of 70 cents* (H1 2025: loss per share of 90 cents**) Total EPS of 72 cents* (H1 2025: loss per share of 93 cents) Strategic reset is substantially complete and the balance sheet has stabilised Good operational progress made in Original Equipment Manufacturer (OEM) and Aftermarket divisionsSeamless key OEM customer model changeover, with new model experiencing strong demand AutoZone is growing ahead of the market and profitability returning, albeit six months later than anticipated Earnings per share (EPS) moved from a loss to a profit
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CONDENSED UNAUDITED CONSOLIDATED INTERIM COMMENTARY Condensed Unaudited Consolidated Interim Financial Statements for the six months ended 30 June 2026 P a g e | 1 INTRODUCTION South Africa's new-vehicle market saw robust growth in H1 2026, recording 315 303 new units sold from January through June, with sales increasing by 12.9% compared with the same period in 2025, buoyed by the strongest June sales performance in 19 years. While the OEM markets supplied by Metair derived some benefit from this uplift, most of the increase in vehicle sales was attributable to imports from Chinese and Indian automotive brands, which continue to put pressure on the locally manufactured vehicle market. Local OEMs also had to contend with lower vehicle exports, which declined by 7.8% year-on-year for the first six months of the year, to 181 731 units. Production of passenger and light commercial vehicles by South African OEMs remained flat period-on-period, increasing by 1% to 285 917 units (H1 2025: 282 748 units). While conditions in the aftermarket remained challenging, signs of improvement have recently emerged. The business has experienced some direct impact from the US-Iran conflict to date, with Rombat experiencing volume declines due to a tougher European market. Locally, Metair-related business was impacted by volumes from one OEM customer that were 25%, or 15 366 units lower compared to the prior corresponding period, partially offset by higher volumes from other customers. Metair is a materially different business from what it was two and a half years ago. Substantial work has been undertaken to improve its flexibility and adaptability to navigate adverse market conditions by closing loss-making businesses, restructuring profitable businesses and capitalising on opportunities as they arise. A new refinancing package has also created the runway to execute on the recovery and growth plan, although the debt remains elevated. A new team is in place, a new business model has been implemented, and all major restructuring is substantially complete subject to market conditions. The company’s risk profile has been materially enhanced, and there are no further unusual items in its results for the period. We are also pleased to report that a significant model change at a major OEM has been successful and seamless to date. Metair has transitioned into a stable operating phase, as evidenced by the solid set of financial results for the half-year ended June 2026. The focus is now on generating earnings before income, taxation, depreciation and amortisation (EBITDA) and free cash flow to service the debt. OVERALL RESULTS For the six months ended June 2026, the group reported stable revenue, up 1% to R8 545 million (H1 2025: R8 463 million**). However, it is worth noting that Hesto's revenue for H1 2025 was included only from the second quarter. If the full 6 months were included, Metair group revenue would have been R9 396 million in H1 2025 (R933 million higher consisting of R1 042 million net of R109 million intercompany sales). This better reflects the revenue impact of the lower volumes from a major customer on revenue in H1 2026, albeit expected. For two of the major customers we serve, production volumes were 112 267 units compared to 125 570 units in H1 2025, down by 11%. However, with continued efficiency and cost-saving initiatives, an improved operating performance across most of the group’s subsidiaries was achieved. EBIT grew by 1% to R444 million (H1 2025: R439 million**), due to successful cost-saving initiatives and spending discipline. The EBIT margin was stable and in line with H1 2025 at 5.2%. EBITDA increased by 8% to R760 million (H1 2025: R703 million**), while EBITDA margin improved to 8.9% (H1 2025: 8.3%**). The higher interest costs following the debt refinance during H1 2025 resulted in a notable increase in the interest charge to R318 million (H1 2025: R227 million) with R32 million of the difference relating to refinance fees and prepayment penalties arising from the latest refinance in H1 2026. The profit after tax (including discontinued operations) amounted to R154 million (H1 2025 loss: R150 million**), benefiting from the non-recurrence of Hesto’s capital loss in the prior year, and the improved performance in H1 2026. The effective tax rate, adjusted for the non-taxable capital items, was 24.7% (H1 2025 30%). Total basic earnings per share (EPS) (including discontinued operations) reflected a significant turnaround from a loss of 93 cents in H1 2025, to a profit of 72 cents in H1 2026. EPS from continuing operations was equally strong, turning around from a loss of 90 cents** in H1 2025, to a profit of 70 cents in H1 2026. The first-time accounting for Hesto as a subsidiary resulted in the recognition of a significant once-off net capital loss of R306 million in H1 2025, primarily arising from previously unaccounted-for losses from Hesto as an associate. This has been included in the calculation of the prior period EPS but excluded from HEPS. The group generated headline earnings per share from continuing operations (HEPS) of 71 cents (H1 2025: 68 cents**) up 4% and total HEPS of 72 cents (H1 2025: 65 cents), an increase of 11%. SEGMENTAL RESULTS FROM CONTINUING OPERATIONS OEM DIRECT COMPONENT MANUFACTURING For Metair-related business, local OEM production decreased due to lower volumes, primarily from one key customer, offset to an extent by higher volumes from the group’s other OEM customers. Despite stronger vehicle sales, import penetration continued to displace locally manufactured vehicles and localisation levels remained below industry targets. The industry’s export competitiveness also continued to be hampered by logistics, energy and infrastructure constraints. Revenue from the OEM segment grew by 4.4% to R5 732 million (H1 2025: R5 491 million). It should be noted that the H1 2025 comparative period included Hesto's revenue for the second quarter only. If the full 6 months were included, the OEM segment revenue would have been R933 million higher (R6 424 million) in H1 2025. Overall, the OEM segment reported EBIT of R433 million (H1 2025: R387 million) at an EBIT margin of 7.6% (H1 2025: 7.0%), impacted by lower volumes but offset by continued efficiency and cost-saving initiatives. If the full 6 months of Hesto had been included in the prior period then EBIT would have increased to R440 million at an overall EBIT margin of 6.8%. ** H1 2025 Comparative information has been re-presented to reflect the classification of Dynamic Battery and First Battery Industrial, as discontinued operations in accordance with IFRS 5 - Non-current Assets Held for Sale and Discontinued operations.
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CONDENSED UNAUDITED CONSOLIDATED INTERIM COMMENTARY continued Condensed Unaudited Consolidated Interim Financial Statements for the six months ended 30 June 2026 P a g e | 2 Hesto reported lower revenue period-on-period of R2 551 million (H1 2025: R3 087 million), down by 17% relative to the prior period due to the impact of lower volumes from a key customer but delivered a stronger second quarter. Hesto’s EBIT was 36% lower period-on-period at R136 million (H1 2025: R212 million) with an EBIT margin of 5.3% being achieved (H1 2025: 6.9%) largely due to the lower volumes. The remaining OEM subsidiaries being Lumotech, Automould, Unitrade, Smiths and Supreme reflected a decrease in revenue of 3% to R3 474 million (H1 2025: R3 575 million). The decrease in revenue was primarily driven by lower net volumes. However, EBIT grew by 30% to R297 million (H1 2025: R228 million), with EBIT margins improving to 8.5% (H1 2025 6.4%) due to ongoing cost-reduction and operational improvement initiatives. AFTERMARKET PARTS AND RETAIL (AFM) Revenue from the AFM segment was 5% lower than the prior period at R2 813 million (H1 2025: R2 972 million**) due mainly to a very competitive market, especially in batteries. AFM Africa revenue increased by 6% to R1 858 million (H1 2025: R1 757 million**), driven largely by progress on the AutoZone turnaround strategy, partly offset by the flat performance of First Battery due to challenging market conditions. AFM Africa EBIT remained stable at R54 million (H1 2025: R54 million**) at an EBIT margin of 2.9% (H1 2025: 3.1%). The AFM Africa market faced intense competition locally, particularly from low-cost imports, together with higher interest rates and accelerating fuel and transport costs, which affected consumer affordability. These factors put AutoZone EBIT under pressure. While progress at AutoZone remains approximately six months behind expectations, the new management team is making good progress in returning it to profitability. AutoZone (including QSV, ATE and Move) increased revenue to R930 million (H1 2025: R837 million) and delivered a loss before interest and tax of R21 million excluding restructuring costs (H1 2025: loss of R24 million). AutoZone achieved an important milestone in its recovery, delivering monthly profitability from May 2026. Management remains focused on maintaining this trajectory through the second half of the year and on rebuilding revenue toward the margin targets previously communicated in the medium term. The turnaround of AutoZone remains a key near-term priority for the Group. First Battery was affected by challenging market conditions. First Battery's profitability remains exposed to input cost and pricing cycles, as well as changing market preferences toward the more affordable B-range batteries. First Battery delivered revenue of R928 million (H1 2025: R919 million), up 1% and EBIT of R82 million (H1 2025: R79 million) at an EBIT margin of 8.8% (H1 2025: 8.6%). As a result of our ongoing restructuring at First Battery, NUMSA workers went on strike on 6 July 2026 over several disputes. The strike was suspended on 23 July 2026 with various unresolved issues being negotiated and now concluded. The strike was limited to First Battery with no impact on the broader group. Despite lower revenue of R955 million (H1 2025: R1 216 million), Rombat managed to hold EBIT steady at R52 million (H1 2025: R53 million) at an EBIT margin of 5.4% (H1 2025: 4.4%) and is performing ahead of expectations. First Battery South Africa sold c.775 000 batteries in H1 2026 relative to 770 000 batteries sold in the prior period. Rombat volumes decreased by 17% to 1.190 million batteries relative to 1.426 million batteries in H1 2025. FINANCIAL POSITION The increase in cash from R143 million as at 30 June 2025 to R620 million helped reduce group net debt (bank borrowings less cash and cash equivalents) to R4 325 million (H1 2025: R5 051 million). Cash generated by operations (before interest and taxes) increased to R188 million (H1 2025: R122 million cash outflow), driven by the improved operational performance and an improved working capital outflow in H1 2026 due, in part, to payment support from customers. The group’s net asset value per share is 1 202 cents (HY 2025: 1 301 cents) due to stable performance from the OEM segment offset by the impact of the Rombat fine which was fully provided for in the 2025 financial year. LIQUIDITY AND DEBT As announced on SENS on 4 May 2026, the board of directors of Metair (Board) and Metair’s principal lender, The Standard Bank of South Africa Limited (SBSA), approved a refinancing of the current debt package housed within the South African subsidiaries excluding Hesto (SA Obligor). The refinancing extends the term of the entire R3.3 billion to five years, which allows for a repayment profile that matches expected earnings growth and cash flows. Metair further benefits from a reduction in interest rates which will ratchet downward as leverage levels decline. The primary objective of the refinance was to address the maturity of the R1.6 billion Subordinated Loan (Facility C) which formed part of the SA Obligor facility, due and payable by 30 June 2027. This facility was converted into a conventional senior term loan repayable over five years, thereby enhancing the sustainability of the SA Obligor’s capital structure. Metair is also finalising a refinance at Hesto, where SBSA will become the sole lender. Management continues to monitor debt levels and liquidity closely, and the group is implementing a range of strategies to support de-gearing, as well as enhance earnings and cash generation. Various capital conservation measures, which include delaying non-critical capital expenditures and engaging customers for flexible support of capital investments in new models, are being used to support the group’s cash position. The group remained in compliance with all financial covenants throughout the reporting period and at the reporting date. CAPITAL ALLOCATION Metair’s primary financial return criteria when allocating capital to operating assets (maintenance and new business) is a return on invested capital (ROIC), supplemented by: -return on assets; -internal rate of return; and -cash generation to support the ability to pay down future debt obligations, without constricting growth capital. ROIC targets (investment thresholds) are in place for both the group and individual business units. Investment returns must exceed the cost of capital within three years of the investment. Group ROIC on a reported basis remained relative to the prior full year to 11.2% (FY 2025: 11.1%). ** H1 2025 Comparative information has been re-presented to reflect the classification of Dynamic Battery and First Battery Industrial, as discontinued operations in accordance with IFRS 5 - Non-current Assets Held for Sale and Discontinued operations.
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CONDENSED UNAUDITED CONSOLIDATED INTERIM COMMENTARY Condensed Unaudited Consolidated Interim Financial Statements for the six months ended 30 June 2026 Page | 3 CAPITAL EXPENDITURE The group invested R244 million (H1 2025: R154 million) in capital expenditure to support future growth and business improvements. In H1 2026: R180 million was spent on expansion (H1 2025: R62 million). R157 million of the capital expenditure on expansion was to fund a new vehicle model launch at a major customer. R64 million (H1 2025: R92 million) was spent on maintenance and general capital expenditure. Capital expenditure was effectively managed and remained within the approved target. For the full year, capital expenditure is currently forecast at R733 million, with R255 million allocated for essential maintenance and general, and R234 million for efficiency and expansion, including a new vehicle launch at a major customer. The required capital will be funded through internally generated cash, subject to pre-approvals or deferrals on a case-by-case basis and contingent on the company’s liquidity, cash flow, debt, gearing, and customer support. UPDATE REGARDING THE EUROPEAN COMPETITION COMMISSION’S STATEMENT OF OBJECTIONS Shareholders are referred to the previous announcements regarding the European Commission’s (Commission) investigations into battery manufacturers in Europe. As disclosed in the announcement published on SENS on 15 December 2025, the Commission issued a ruling imposing a total fine of €20.2 million (R413 million, based on the prevailing exchange rate at the time) on Rombat. Metair and Rombat have lodged an appeal on the fine decision and Rombat paid the first instalment of €4.2 million on 21 August 2026 following the outcome of an Interim Measures Application which was dismissed by the European Courts. The fine was fully provided for in the 2025 financial year. DIVIDEND The company’s board of directors has determined that the group’s current financial position does not support the declaration of an interim dividend and, accordingly, no interim dividend has been declared for the period (H1 2025: Rnil). OUTLOOK AND PROSPECTS Metair is pleased with the operational and financial results achieved in the interim period. The strategic reset is complete and the balance sheet has stabilised. The company is focused on profitability, debt reduction and growth. The automotive manufacturing sector remains at a critical crossroads. Government is currently reviewing the effectiveness of the Automotive Production and Development Programme (APDP2). Strategic government decisions in the near term will be pivotal to sustaining and growing production levels, with stakeholder collaboration required to strengthen local manufacturing competitiveness, support localisation and Complete Knock Down (CKD) manufacturing, and protect and diversify export markets, as well as address structural constraints. To create value for our shareholders, Metair will continue to pursue a diversification strategy by growing the Aftermarket segment. The Aftermarket segment remains structurally attractive due to its exposure to the growing and ageing vehicle parc, higher margins, and lower dependence on new vehicle production. While competition and consumer affordability remain challenges, Metair's scale, distribution capability and retail footprint provide a platform for sustainable long-term growth. Successful execution of the AutoZone turnaround remains a near-term priority. The turnaround is already showing positive signs of improvement, with trading sales per day growing ahead of the market, and the general aftermarket also showing signs of improvement. The African aftermarket outside South Africa provides structural growth beyond South African vehicle production. We have appointed a team to expand our African AFM outside of South Africa, as we see significant potential in this initiative. Prospects in the local OEM market are also stabilising. One of our major customers produced higher than expected volumes in the first six months of the year and expects further increases, with strong demand for its new model. Although another major customer has reduced volumes, they have stabilised during the period and are expected to continue at the lower volumes. Metair's diversified OEM customer base, improving operational performance and focusing on cost, quality and localisation should position the business for continued improvements in profitability and generate free cash flow, which will be applied to de-gear the balance sheet. The interim results presentation will be available on the company’s website at www.metair.co.za. Live webcast: A live webcast of the presentation will be available at 10:00 (SAST) on Wednesday, 26 August 2026, at https://www.corpcam.com/Metair26082026. Signed on behalf of the Board in Johannesburg on 26 August 2026 TN Mgoduso Chairperson PS O’Flaherty Chief Executive Officer The condensed unaudited consolidated interim financial statements were prepared under the supervision of AJ Walker CA(SA) Chief Financial Officer
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CONDENSED CONSOLIDATED INCOME STATEMENT FOR THE SIX MONTHS ENDED 30 JUNE 2026 Condensed Unaudited Consolidated Interim Financial Statements for the six months ended 30 June 2026 P a g e | 4 Six months ended Year ended 30 June 2026 30 June 2025 31 December 2025 R'000 R'000 R'000 Represented1 Unaudited Unaudited Audited Continuing operations NOTE SRevenue 2 8 544 688 8 462 584 17 868 275 Cost of sales (7 123 707) (7 183 197) (15 015 010) Gross profit 1 420 981 1 279 386 2 853 265 Other operating income 120 600 90 891 211 396 Distribution expenses, administrative and other operating expenses (1 097 192) (931 486) (1 977 994) Operating profit before capital items and Rombat fine 444 389 438 791 1 086 667 Rombat fine - - (412 591) Operating profit before capital items 444 389 438 791 674 076 Capital items2 (309) (307 085) (312 035) Operating profit 444 080 131 706 362 041 Share of results of associates 54 427 19 610 44 185 Interest income 25 227 56 451 79 624 Interest expense (342 801) (283 062) (611 966) Profit/(loss) before taxation 180 933 (75 295) (126 116) Taxation (31 208) (68 954) (168 089) Profit/(loss) from continuing operations for the period 149 725 (144 249) (294 205) Profit/(loss) from discontinued operation 4 668 (5 400) (98 883) Profit/(loss) for the period 154 393 (149 649) (393 088) Attributable to: Equity holders of the company: Continuing operations 136 588 (175 197) (353 032) Discontinued operations 4 668 (5 400) (98 883) 141 256 (180 597) (451 915) Non-controlling interest holders: Continuing operations 13 137 30 948 58 827 13 137 30 948 58 827 154 393 (149 649) (393 088) Earnings per share (EPS): Basic earnings/(loss) per share (cents)3 72 (93) (232) Diluted earnings/(loss) per share (cents) 71 (91) (230) Earnings per share from continuing operations: Basic earnings/(loss) per share (cents)3 70 (90) (181) Diluted earnings/(loss) per share (cents) 69 (89) (179) ¹ H1 2025 Comparative information has been re-presented to reflect the classification of Dynamic Battery UK and First Battery Industrial, as discontinued operations in accordance with IFRS 5: Non-current Assets Held for Sale and Discontinued Operations in the second half of 2025. ² Capital items have been reclassified and presented separately. 3 The accounting for Hesto as a subsidiary resulted in the recognition of a significant one-off net capital loss of R306 million in H1 2025, primarily arising from the recognition of previously unaccounted losses from Hesto as an associate, partially offset by a bargain purchase gain. This item has been included in the calculation of earnings per share but excluded from headline earnings per share.
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CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE SIX MONTHS ENDED 30 JUNE 2026 Condensed Unaudited Consolidated Interim Financial Statements for the six months ended 30 June 2026 P a g e | 5 Six months ended Year ended 30 June 2026 30 June 2025 31 December 2025 R'000 R'000 R'000 Represented1 Unaudited Unaudited Audited Profit/(loss) for the period 154 393 (149 649) (393 088) Other comprehensive loss/income: – Actuarial losses recognised – net - - (2 495) – Foreign exchange translation movements 2 (16 664) 8 073 (27 380) – Cash flow hedges - - (7 032) Net other comprehensive (loss)/income (16 664) 8 073 (36 907) Total comprehensive- income/loss for the period 137 729 (141 576) (429 995) Attributable to: Equity holders of the company: Continuing operations 154 195 (167 160) (389 399) Discontinued operations (29 479) (5 294) (98 802) 124 716 (172 454) (488 201) Non-controlling interests Continuing operations 13 013 30 878 58 206 13 013 30 878 58 206 137 729 (141 576) (429 995) ¹ H1 2025 Comparative information has been re-presented to reflect the classification of Dynamic Battery UK and First Battery Industrial, as discontinued operations in accordance with IFRS 5: Non-current Assets Held for Sale and Discontinued Operations in the second half of 2025. 2 Foreign currency translation ('FCTR') movements arise on consolidation and consist mainly of foreign exchange losses and gains
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CONDENSED STATEMENT OF CHANGES IN EQUITY FOR THE SIX MONTHS ENDED 30 JUNE 2026 Condensed Unaudited Consolidated Interim Financial Statements for the six months ended 30 June 2026 P a g e | 6 Six months ended Year ended CONDENSED CONSOLIDATED 30 June 2026 30 June 2025 31 December 2025 R'000 R'000 R'000 Unaudited Unaudited Audited Balance at beginning of the period 2 260 949 2 797 040 2 797 040 Net profit/(loss) for the period 154 393 (149 649) (393 088) Other comprehensive (loss)/income (16 664) 8 073 (36 907) Total comprehensive income for the period 137 729 (141 576) (429 995) Employee share option scheme 19 200 6 311 20 628 Vesting of share-based payment obligation - Estimated taxation effects of utilisation of treasury shares (795) (488) Acquisition of Subsidiary (105 180) (119 810) Transactions with Non-controlling interest holders (124) (6 357) (6 426) Disposal of operation - Release of change of ownership reserve Balance at end of the period 2 417 754 2 549 443 2 260 949 No dividend was declared or paid in respect of the year ended 31 December 2025 and for the six months ended 30 June 2026 (30 June 2025:Rnil)
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CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2026 Condensed Unaudited Consolidated Interim Financial Statements for the six months ended 30 June 2026 P a g e | 7 Six months ended Year ended 30 June 2026 30 June 2025 31 December 2025 R'000 R'000 R'000 NOTES Unaudited Unaudited Audited ASSETS Non-current assets 4 943 909 4 753 067 4 997 329 Property, plant and equipment 3 402 533 3 458 643 3 571 425 Intangible assets 535 454 561 557 587 401 Costs to fulfil a contract 206 258 111 741 Investment in associates 345 806 308 305 301 272 Deferred tax assets 1 453 858 424 562 425 490 Current assets 7 241 990 7 673 394 7 046 274 Costs to fulfil a contract 61 059 22 587 Inventory 2 784 938 3 222 575 2 713 701 Trade and other receivables 2 585 998 2 990 292 2 039 245 Contract assets 1 088 097 884 082 900 958 Taxation 23 887 15 059 21 992 Derivative financial assets 877 1 507 171 Cash and cash equivalents 666 372 559 879 1 300 230 Assets held for sale 30 762 47 390 Total assets 12 185 899 12 426 461 12 043 603 EQUITY AND LIABILITIES Capital and reserves Stated capital 1 497 932 1 497 931 1 497 931 Treasury shares (84 967) (94 272) (84 968) Reserves 464 931 449 275 420 676 Retained earnings 478 279 676 603 379 407 Ordinary shareholders equity 2 356 175 2 529 537 2 213 046 Non-controlling interests 61 579 19 906 47 903 Total equity 2 417 754 2 549 443 2 260 949 Non-current liabilities 5 663 958 5 724 957 5 911 612 Borrowings 5 4 526 869 4 899 058 4 737 197 Post-employment benefits 52 880 45 242 50 542 Deferred tax liabilities 1 210 361 196 189 224 614 Deferred grant income 194 014 185 247 205 025 Minority shareholders loan 339 247 346 765 333 925 Provisions for liabilities and charges 340 587 52 456 360 309 Current liabilities 4 104 187 4 152 061 3 871 042 Trade and other payables (including deferred grant income) 3 269 425 3 179 317 3 018 330 Contract liabilities 69 712 87 966 58 839 Borrowings 417 969 294 950 379 609 Taxation 19 564 33 180 18 387 Provisions for liabilities and charges 199 071 114 004 235 269 Derivative financial liabilities 82 127 25 915 72 536 Bank overdrafts 46 319 416 729 88 072 Total liabilities 9 768 145 9 877 018 9 782 654 Total equity and liabilities 12 185 899 12 426 461 12 043 603 1The deferred tax asset and deferred tax liability have been offset at the entity level, as it has been determined that a legally enforceable right of set-off exists and that the balances relate to income taxes levied by the same taxation authority. The 31 December 2025 and 30 June 2025 figures have been represented accordingly.
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CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE SIX MONTHS ENDED 30 JUNE 2026 Condensed Unaudited Consolidated Interim Financial Statements for the six months ended 30 June 2026 P a g e | 8 Six month ended Year ended 30 June 2026 30 June 2025 31 December 2025 R'000 R'000 R'000 Unaudited Unaudited Audited Operating activities Operating profit* 441 180 130 241 253 400 Depreciation and amortisation 315 722 265 589 613 636 Net movement in provisions and derivatives (21 583) (26 008) 382 535 Loss on consolidation of subsidiary - 355 950 360 018 Gain in bargain purchase of subsidiary - (50 335) (50 335) Other items 31 327 45 960 117 049 Working capital changes (578 063) (843 528) 207 320 Cash generated from/(utilised in) operations 188 583 (122 131) 1 883 621 Interest paid (313 864) (283 062) (577 612) Taxation paid (64 012) (93 689) (172 832) Dividends received from associates 7 043 32 073 45 043 Net cash (outflow)/inflow from operating activities (182 250) (466 809) 1 178 220 Investing activities Interest received 25 226 28 532 64 112 Acquisition of property, plant and equipment (excludes leased assets) (122 119) (132 967) (390 647) Acquisition of intangible assets (122 455) (7 704) (99 584) Acquisition of subsidiary net of cash acquired - (27 794) (27 794) Proceeds on disposal of property, plant and equipment 790 32 189 26 130 Loan to related party - (185 347) (185 347) Net cash outflow on disposal of subsidiary (4 177) Net cash inflow/(outflow) from other investing activities 1 (4 900) (2 709) Net cash outflow from investing activities (222 734) (297 990) (615 839) Financing activities Borrowings (repaid)/raised - net (84 198) 179 923 43 354 Lease payments (101 607) (79 023) (221 981) Utilisation of treasury shares – CGT (gain) - (795) (488) Net cash (outflow)/inflow from financing activities (185 804) 100 105 (179 115) Net (decrease)/increase in cash and cash equivalents (590 788) (664 695) 383 266 Cash and cash equivalents at beginning of the period 1 212 158 808 359 808 359 Exchange loss impact on cash and cash equivalents (1 316) (514) 20 533 Cash and cash equivalents at end of the period 620 053 143 150 1 212 158 * Reconciliation of operating profit Operating profit from continuing operations 444 080 131 706 362 040 Operating loss from discontinued operations (2 900) (1 466) (108 640) 441 180 130 241 253 400 Cash flows from Discontinued Operations Net cash (outflow)/inflow from operating activities 21 058 6 161 (37 073) Net cash outflow from investing activities (5 606) Net cash (outflow)/inflow from financing activities (1 660) Net (decrease)/increase in cash and cash equivalents 15 451 6 161 (38 733)
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NOTES TO THE CONDENSED UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS Condensed Unaudited Consolidated Interim Financial Statements for the six months ended 30 June 2026 P a g e | 9 1. BASIS OF PREPARATION The condensed unaudited consolidated interim financial statements for the six months ended 30 June 2026 are prepared in accordance with the JSE Listings Requirements for interim results and the requirements of the Companies Act applicable to financial statements. The JSE Listings Requirements require interim results to be prepared in accordance with IAS 34: Interim Financial Reporting and the South African Institute of Chartered Accountants (SAICA) Financial Reporting Guides as issued by the Accounting Practices Committee and Financial Pronouncements as issued by the Financial Reporting Standards Council. The accounting policies applied in the preparation of these condensed unaudited consolidated financial statements are in terms of IFRS Accounting Standards, and interpretations of those Standards as adopted by the International Accounting Standards Board (IASB) and in accordance with the requirements of the Companies Act and are consistent with those applied in the previous annual consolidated financial statements. 2. REVENUE FROM CONTRACTS WITH CUSTOMER Set out below is the disaggregation of the Group’s revenue from contracts with customers: Six months ended Year ended 30 June 2026 30 June 2025 31 December 2025 R'000 R'000 R'000 Represented1 Unaudited Unaudited Audited Disaggregation of revenue from contracts with customers Primary geographical markets South Africa (including Southern Africa revenue) 7 589 588 7 247 067 15 409 561 Romania and EU 955 100 1 215 517 2 458 714 8 544 688 8 462 584 17 868 275 Major product and service lines Automotive batteries 1 883 329 2 112 113 4 275 718 Automotive components, parts, and tooling 6 655 358 6 344 443 13 575 199 Industrial and non-automotive products 6 001 6 028 17 358 8 544 688 8 462 584 17 868 275 Timing of revenue recognition Products transferred at a point in time 4 686 412 5 284 437 9 761 090 Products and services transferred over time 3 858 276 3 178 147 8 107 185 8 544 688 8 462 584 17 868 275 ¹ H1 2025 Comparative information has been re-presented to reflect the classification of Dynamic Battery UK and First Battery Industrial, as discontinued operations in accordance with IFRS 5: Non-current Assets Held for Sale and Discontinued Operations in the second half of 2025. 3. SEGMENT REPORT During the current financial period, the group revised its operating and reportable segments following changes in the manner in which financial information is reviewed by the Chief Operating Decision Maker ("CODM"). The revised segment structure is intended to better reflect the group's current business activities, strategic focus, and the manner in which operating performance and resource allocation decisions are assessed. As a result of the change, the group's reportable segments have been amended to disaggregate the AFM segment into AFM Africa and Rombat. The change does not affect the group's consolidated financial position, results of operations, earnings per share, or cash flows. The amendment only impacts the presentation and disclosure of segment information. Comparative segment information for the prior year has been restated to reflect the revised reportable segment structure in accordance with IFRS 8: Operating Segments.
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Condensed Unaudited Consolidated Interim Financial Statements for the six months ended 30 June 2026 P a g e | 10 30 June 2026 CONDENSED CONSOLIDATED Unaudited R'000 SEGMENT REVIEW Six months ended CONTINUING OPERATIONS GROUP OEM Segment AFM Africa Segment1 Rombat Head office & Consolidation REVENUE Local 8 241 293 5 992 071 1 904 806 344 416 Export 1 388 800 33 268 744 848 610 684 Total segmental revenue 9 630 093 6 025 339 2 649 654 955 100 Managed associate Total revenue after adjusting for managed associate 9 630 093 6 025 339 2 649 654 955 100 Intergroup sales * (1 085 406) (293 674) (791 732) REVENUE 8 544 688 5 731 665 1 857 923 955 100 COST OF SALES Operating segments (7 123 707) (4 967 259) (1 329 231) (827 217) Managed associate Cost of sales (7 123 707) (4 967 259) (1 329 231) (827 217) PROFIT BEFORE INTEREST AND TAXATION (PBIT) Operating segments 545 443 433 020 60 854 51 570 Restructuring costs (8 060) (6 688) (1 372) Total segmental PBIT² 537 383 433 020 54 166 51 570 (1 372) Managed associate Other reconciling items (82 546) (82 546) Amortisation & depreciation arising from business combinations (10 449) (10 449) PBIT before Rombat fine 444 389 433 020 54 166 51 570 (94 367) Rombat fine PBIT before capital items 444 389 433 020 54 166 51 570 (94 367) Capital items (309) 177 (486) Operating profit 2 444 080 433 197 53 680 51 570 (94 367) Capital items includes: (309) 177 (486) Impairments (2 425) (2 425) (Profit)/Loss on Disposal of PPE 634 177 458 Profit on Disposal of investment 1 482 1 482 Gain on bargain purchase Loss on consolidation of subsidiary Other major costs included in profit before interest and tax Depreciation and amortisation 315 181 193 157 80 349 31 063 10 612 Employee expenses 2 040 912 1 371 385 473 635 148 994 46 898 Raw materials, consumables used & production overheads 5 517 385 3 685 110 1 144 112 682 053 6 109 * Intergroup eliminations includes the elimination of intercompany sales within the group 1 H1 2025 Comparative information has been re-presented to reflect the classification of Dynamic Battery UK and First Battery Industrial, as discontinued operations in accordance with IFRS 5: Non-current Assets Held for Sale and Discontinued Operations in the second half of 2025. 2 For a reconciliation of PBIT to net profit for the period, refer to the income statement
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Condensed Unaudited Consolidated Interim Financial Statements for the six months ended 30 June 2026 P a g e | 11 30 June 2025 31 December 2025 Unaudited R'000 'Audited R'000 Six months ended Year ended GROUP OEM Segment AFM Africa Segment1 Rombat Head office & Consolidation GROUP OEM Segment AFM Africa Segment1 Rombat Head office & Consolidation 8 274 421 6 294 630 1 599 963 379 829 17 182 586 13 064 352 3 284 631 833 603 1 389 865 366 574 187 602 835 689 2 265 172 246 614 376 875 1 641 683 9 664 286 6 661 204 1 787 565 1 215 517 19 447 758 13 310 966 3 661 506 2 475 286 (1 042 277) (1 042 277) (1 042 277) (1 042 277) 8 622 009 5 618 927 1 787 565 1 215 517 18 405 481 12 268 689 3 661 506 2 475 286 (159 426) (128 224) (31 202) (537 206) (492 053) (28 581) (16 572) 8 462 584 5 490 703 1 756 363 1 215 517 17 868 275 11 776 636 3 632 925 2 458 714 (8 083 526) (5 743 476) (1 272 978) (1 067 073) (15 915 339) (11 110 913) (2 634 661) (2 169 765) 900 328 900 328 900 329 900 329 (7 183 198) (4 843 147) (1 272 978) (1 067 073) (15 015 010) (10 210 583) (2 634 661) (2 169 765) 551 086 444 208 54 088 52 790 1 229 998 979 017 127 027 123 954 (3 809) (3 875) 66 (7 368) (2 697) (4 671) 547 278 440 333 54 154 52 790 1 222 630 976 320 122 356 123 954 (53 489) (53 489) (53 489) (53 489) (53 444) (53 444) (65 867) (65 867) (1 553) (1 553) (16 608) (16 608) 438 791 386 844 54 153 52 790 (54 997) 1 086 666 922 831 122 356 123 954 (82 475) (412 591) (412 591) 438 791 386 844 54 153 52 790 (54 997) 674 075 922 831 122 356 (288 637) (82 475) (307 085) 6 018 (5 969) (1 518) (305 615) (312 035) 5 990 (8 341) (309 684) 131 706 392 862 48 184 51 272 (360 612) 362 040 928 821 114 015 (288 637) (392 159) (307 085) 6 018 (5 969) (1 518) (305 615) (312 035) 5 990 (8 341) (309 684) (6 724) (6 724) (6 988) (6 988) 5 254 6 018 755 (1 518) 4 636 5 990 (1 353) 50 335 50 335 50 335 50 335 (355 950) (355 950) (360 018) (360 018) 264 222 147 753 85 261 30 680 527 609 677 367 747 163 356 61 181 17 394 1 694 814 1 027 838 462 663 176 450 27 863 3 778 488 2 416 553 924 712 362 054 75 169 5 844 036 3 998 089 1 089 513 914 182 (157 748) 11 970 905 8 405 759 2 281 944 1 850 307 (567 105)
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Condensed Unaudited Consolidated Interim Financial Statements for the six months ended 30 June 2026 P a g e | 12 4. HEADLINE EARNINGS PER SHARE Six months ended Year ended 30 June 2026 30 June 2025 31 December 2025 R'000 R'000 R'000 Represented1 Unaudited Unaudited Audited Headline earnings per share Headline earnings/ (loss) per share (cents) 72 65 (67) Headline earnings per share (cents) (normalised)2 72 65 145 Headline earnings per share from continuing operations Headline earnings/(loss) per share (cents) 71 68 (21) Headline earnings per share (cents) (normalised)2 71 68 191 Headline diluted earnings per share Diluted headline earnings/(loss) per share (cents) 71 64 (66) Diluted headline earnings per share (cents) (normalised)2 71 64 143 Headline diluted earnings per share from continuing operations Diluted headline earnings/(loss) per share (cents) 70 66 (21) Diluted headline earnings per share (cents) (normalised)2 70 66 189 Number of shares in issue ('000) 198 986 198 986 198 986 Number of shares in issue excluding treasury shares ('000) 196 044 194 473 194 957 Weighted average number of shares in issue ('000) 195 861 194 433 194 567 Adjustment for dilutive shares ('000) 2 641 3 282 2 252 Number of shares used for diluted earnings calculation ('000) 198 502 197 715 196 819 Calculation of headline earnings Net profit / (loss) attributable to ordinary shareholders 141 256 (180 597) (451 915) (Profit) on disposal of property, plant and equipment - net (599) (5 466) (3 500) Impairment of property, plant and equipment 2 425 6 597 15 337 (Profit)on sale of investment (2 457) Gain on bargain purchase (50 335) (50 335) Loss on consolidation of subsidiaries 355 950 360 018 Headline earnings/ (loss) 140 625 126 149 (130 395) Calculation of headline earnings from continuing operations Net profit/(loss) attributable to ordinary shareholders 136 588 (175 197) (353 032) (Profit) on disposal of property, plant and equipment - net (600) (5 425) (3 525) Impairment of property, plant and equipment 2 425 6 334 6 202 Profit on sale of investment (1 162) Gain on bargain purchase & Impairment of associate and investment (50 335) (50 335) Loss on consolidation of Hesto 355 950 360 018 Headline earnings/(loss) from continuing operations 137 251 131 327 (40 672) Headline earnings/ (loss) from discontinued operations 3 374 (5 177) (89 723) 1 H1 2025 Comparative information has been re-presented to reflect the classification of Dynamic Battery UK and First Battery Industrial, as discontinued operations in accordance with IFRS 5: Non-current Assets Held for Sale and Discontinued Operations in the second half of 2025. 2 Headline earnings (normalized) exclude the impact of the Rombat fine.
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NOTES TO THE CONDENSED UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS CONTINUED Condensed Unaudited Consolidated Interim Financial Statements for the six months ended 30 June 2026 P a g e | 13 5. BORROWINGS On 30 April 2026, the Metair Board and SBSA approved the refinancing of the group's R3.3 billion SA Obligor debt facilities. The refinancing extends the maturity of the facilities to five years, providing a repayment profile aligned with the group's expected earnings, cash generation and planned capital expenditure programme, including investment associated with a key customer model changeover during the 2026 financial year. As part of the refinancing, the R1.6 billion Subordinated Loan (Facility C), previously maturing on 30 June 2027, was converted into a conventional senior term loan with a five-year maturity. The refinancing also included revised pricing and financial covenant arrangements, together with the transition of the reference rate from JIBAR to ZARONIA. The existing security package remains unchanged, with the assets and cash flows of the SA Obligor group continuing to secure the facilities. 5.1 BORROWINGS AND FINANCIAL LIABILITIES Borrowings and financial liabilities may be summarised as follows: Six months ended Year-ended 30 June 2026 30 June 2025 31 December 2025 R'000 R'000 R'000 Unaudited Unaudited Audited Bank borrowings 4 575 849 4 731 354 4 660 658 Instalment sale liabilities 107 595 165 985 137 583 Lease liabilities 261 394 296 669 318 565 Total borrowings 4 944 838 5 194 008 5 116 806 Total borrowings and financial liabilities 4 944 838 5 194 008 5 116 806 Current portion of borrowings and financial liabilities 417 969 294 950 379 609 Non-current portion of borrowings and financial liabilities 4 526 869 4 899 058 4 737 197 Total borrowings and financial liabilities 4 944 838 5 194 008 5 116 806 5.2 KEY TERMS - SA OBLIGOR Current Rate Margin** Rank Maturity R'000 Amortising Term Loan 1 000 000 Base Rate* + Margin 2.10% to 4.05% Senior-secured 31 March 2031 Bullet -Term Loan 1 300 000 Base Rate* + Margin 2.25% to 4.20% Senior-secured 31 March 2031 Revolving Credit Facility 1 000 000 Base Rate* + Margin 2.25% to 4.20% Senior-secured 31 March 2031 3 300 000 *Base Rate = 90-day ZARONIA **The facilities are subject to a leverage-based pricing mechanism These facilities are subject to covenants relating to leverage, interest cover and debt service cover. The financial covenant thresholds and covenant compliance as at 30 June 2026 are shown below. Financial Covenant Threshold: SA Obligor Covenant Compliance Net Debt to EBITDA < 4.35x Yes Total Interest Cover Ratio > 2.50x Yes Debt Service Cover Ratio n/a Yes
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Condensed Unaudited Consolidated Interim Financial Statements for the six months ended 30 June 2026 P a g e | 14 6. DISCONTINUED OPERATION DISCONTINUED OPERATIONS In the previous financial year, the group resolved to close the Dynamic Battery business as part of the strategy to focus on the African Market. In accordance with the requirements of IFRS 5 Non-current Assets Held for Sale and Discontinued Operations, Dynamic Battery met the criteria to be classified as a discontinued operation and was reported as such. In the current period, the group sold its interest in Dynamic Battery Services Ltd. Dynamic Battery Services Ltd is a UK based 100% owned subsidiary directly held by a 100% owned subsidiary (Metindustrial Proprietary Limited). The total consideration for the purchase of the Sale Shares was £1.00 which was satisfied by way of cash payment on Completion by the Buyer to the Seller. Disposal consideration, net of cash disposed 30 June 2026 Unaudited Notes R'000 Non-current assets 6 269 Property, plant and equipment 6 269 Intangible assets - Current assets 22 100 Inventory 4 301 Trade and other receivables 7 093 Taxation - Cash and cash equivalents 10 706 ASSETS 28 369 Non-current liabilities 4 263 Non-current borrowings and financial liabilities 4 263 Current liabilities 5 514 Trade and other payables (including deferred grant income) 4 117 Current borrowings and financial liabilities 1 397 Non-current liabilities TOTAL LIABILITES 9 777 Net asset value disposed 18 593 FCTR recycled at disposal date (32 064) Other reserves recycled at disposal date 9 874 Loss on disposal (3 597) Disposal consideration* 23 Less cash disposed (10 706) Disposal consideration net of cash (10 684) £'000 *Disposal consideration ( £1.00 : ZAR 22.64) 1
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NOTES TO THE CONDENSED UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS CONTINUED Condensed Unaudited Consolidated Interim Financial Statements for the six months ended 30 June 2026 P a g e | 15 The results of Dynamic Battery are presented below: Six months ended Year ended 30 June 2026 30 June 2025 30 December 2025 Unaudited Unaudited Audited Revenue 15 799 31 220 58 434 Cost of sales (11 541) (25 624) (65 492) Gross profit 4 257 5 597 (7 058) Other operating income 0 77 79 Distribution expenses (1 661) (3 953) (7 988) Administrative and other operating expenses (1 861) (5 266) (21 498) Restructuring Costs - - (2 333) Other operating expenses (17) (10) (18) Operating (loss) / profit before capital items 719 (3 556) (38 816) Capital items (1) (4) (7 304) Operating (loss) / profit 718 (3 560) (46 120) Interest expense (56) - (273) Profit /(loss) before taxation 662 (3 560) (46 393) Taxation - - (5 891) Profit/(loss) for the period 662 (3 560) (52 284) Cash flows utilised by Dynamic Battery: Net cash utilised from operating activities 1 271 (6 063) 1 557 Net cash utilised from investing activities - - Net cash generated from financing activities - - (1 660) Net decrease in cash and cash equivalents 1 272 (6 062) (102) (Loss) / profit for the period from discontinued operations 662 (3 560) (52 284) Attributable to: Equity holders of the company 662 (3 560) (52 284) 662 (3 560) (52 284) 7. COMMITMENTS Six months ended Year ended 30 June 2026 30 June 2025 31 December 2025 R'000 R'000 R'000 Unaudited Unaudited Audited Capital expenditure: 244 574 140 671 556 866 - Property, plant, and equipment 122 119 132 967 457 282 - Intangibles 122 455 7 704 99 584 Capital commitments: 488 811 511 022 837 479 - Contracted 150 114 256 252 31 986 - Authorised but not contracted 338 697 254 770 805 493
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Condensed Unaudited Consolidated Interim Financial Statements for the six months ended 30 June 2026 P a g e | 16 8. CONTINGENCIES There has been no other material change in the group’s contingent liabilities since period-end. 9. PROVISIONS FOR THE LIABILTIES AND CHARGES Metair and Rombat have appealed the €20.2 million fine imposed by the European Commission during FY2025. The appeal process is expected to take approximately two years before a final determination is reached. Following the dismissal of an Interim Measures Application by the European Courts, Rombat paid the first instalment of €4.2 million on 21 August 2026. The full amount of the fine was recognised and provided for in Metair's FY2025 financial statements. 10. ACCOUNTING POLICIES The accounting policies applied are in terms of IFRS and are consistent with the accounting policies used in the preparation of the 31 December 2025 consolidated annual financial statements. The interim results have not been reviewed or audited by the group's auditors. 11.PRO FORMA FINANCIAL INFORMATION The group has presented overall group revenue, OEM revenue and OEM EBIT if Hesto was consolidated for the six months in H1 2025. This financial information is considered to be pro forma financial information in terms of the JSE Listings Requirements. The directors of the company are responsible for the pro forma financial information. All reported figures have been extracted from the audited annual financial statements. The pro forma financial information has been prepared for illustrative purposes only, and because of its nature, may not fairly represent the group’s financial position, changes in equity, results of operations or cash flows; and is presented in accordance with the JSE Listings Requirements and the SAICA Guide on Pro Forma Financial Information. 12. EVENTS AFTER REPORTING PERIOD The directors are not aware of any adjusting or non-adjusting events after the reporting date that require disclosure in terms of IAS 10: Events After the Reporting Period.
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CORPORATE INFORMATION Condensed Unaudited Consolidated Interim Financial Statements for the six months ended 30 June 2026 P a g e | 17 Metair Investments Limited Incorporated in the Republic of South Africa JSE and A2X Share Code: MTA ISIN: ZAE000090692 Registration Number: 1948/031013/06 LEI No: 378900C0933C7C909172 Metair, the company or the group Business address and registered office Metair Investments Limited 111 Mimetes Road Denver Johannesburg 2011 South Africa T: 010 786 0369 Postal address PostNet Suite 231 Private Bag X31 Saxonwold Gauteng 2132 Group company secretary Sanet Vermaak Email: Sanet@metair.co.za Telephone: +27 10 786 0800 Website: www.metair.co.za Executive directors: PS O’Flaherty (CEO); AJ Walker (CFO) Independent non-executive directors: TN Mgoduso (Chairperson); PH Giliam; N Ketwa; NL Mkhondo; MH Muell (German); AK Sithebe; G Ashford (British) Investor relations Aprio Strategic Communications Sponsor One Capital Auditors Deloitte & Touche Share transfer secretaries Computershare Investor Services Proprietary Limited Rosebank Towers 15 Biermann Avenue Rosebank Johannesburg 2196 South Africa Postal address Private Bag X9000 Saxonwold 2132 South Africa Telephone: +27 11 370 5000 Website: www.computershare.com Further information on this report and its contents can be obtained from the group company secretary
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www.metair.co.za