Annual financial statement
Page 1
GROUP AND COMPANY AUDITED ANNUAL FINANCIAL STATEMENTS FOR THE 52 WEEKS ENDED 28 JUNE 2026 These annual financial statements were prepared by the finance department of the Truworths International Ltd Group acting under the supervision of EFPM Cristaudo (B.Comm), the Chief Financial Officer of the Group.
Page 2
Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 1 7 7 7 8 11 16 17 18 19 20 33 34 35 36 38 39 40 43 43 45 46 47 48 49 50 50 54 54 55 55 57 58 58 71 72 74 79 81 82 84 84 86 86 90 91 108 110 114 116 123CO NTENTS GROUP ANNUAL FINANCIAL STATEMENTS Independent Auditor's Report Approval of Annual Financial Statements CEO and CFO Responsibility Statement Certificate by Company Secretary Directors' Report Audit Committee Report Group Statement of Financial Position Group Statement of Comprehensive Income Group Statement of Changes in Equity Group Statement of Cash Flows Notes to the Group Annual Financial Statements 1 Material accounting policies 2 Property, plant and equipment 3 Right-of-use assets 4 Goodwill 5 Intangible assets 6 Derivative financial liabilities 7 Assets held at fair value 8 Deferred tax 9 Inventories 10 Trade and other receivables 11 Cash and cash equivalents 12 Share capital 13 Treasury shares 14 Non-distributable reserves 15 Interest-bearing borrowings 16 Put option liability 17 Post-retirement medical benefit net obligation 18 Leave pay obligation 19 Leases 20 Trade and other payables 21 Provisions 22 Capital commitments 23 Contingent liabilities 24 Financial risk management 25 Revenue 26 Profit before tax 27 Directors and employees 28 Tax expense 29 Dividends 30 Earnings and cash flow per share 31 Related party disclosures 32 Notes to the statements of cash flows 33 Distribution centre 34 Segment reporting 35 Events after the reporting date COMPANY ANNUAL FINANCIAL STATEMENTS ANNEXURE ONE – DETAILS OF SUBSIDIARIES ANNEXURE TWO – DETAILS OF DIRECTORS’ HOLDINGS OF SHARES AND EQUITY-BASED AWARDS ANNEXURE THREE – DETAILS OF PARTICIPANTS’ HOLDINGS OF EQUITY-BASED AWARDS ANNEXURE FOUR – GLOSSARY OF FINANCIAL REPORTING TERMS ANNEXURE FIVE – EMPLOYMENT EQUITY ACT SUMMARY (UNAUDITED) SHAREHOLDER INFORMATION 124
Page 3
1 INDEPENDENT AUDITOR’S REPORT TO THE SHAREHOLDERS OF TRUWORTHS INTERNATIONAL LIMITED Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 Independent Auditor’s Report To the Shareholders of Truworths International Limited Report on the Audit of the Consolidated and Separate Financial Statements Opinion on the Financial Statements We have audited the consolidated and separate financial statements of Truworths International Limited (the Company) and its subsidiaries (which together with the Company constitute the Group), set out onpages 16 to 122, which comprise the consolidated and separate statements of financial position as at 28 June 2026, and the consolidated and separate statements of comprehensive income, consolidated and separate statements of changes in equity and consolidated and separate statements of cash flows for the 52-week period then ended, and notes to the consolidated and separate financial statements, including material accounting policy information. In our opinion, the consolidated and separate financial statements present fairly, in all material respects, the consolidated and separate financial position of the Group and the Company as at 2 8 June 2026, and their consolidated and separate financial performance and their consolidated and separate cash flows for the 52 -week period then ended in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (IASB) 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 responsibilitiesunder those standards are further described in the Auditor’sResponsibilities for the Audit of the Consolidated and Separate Financial Statements section of our report. We are independent of the Group and the Company in accordance with the Independent Regulatory Board for Auditors’ Code of Professional Conduct for Registered Auditors (IRBACode) and other independence requirements applicable to performing audits of financial statements in South Africa. We have fulfilled our other ethical responsibilities in accordance with the IRBA Code and in accordance with other ethical requirements applicable to performing audits in South Africa. The IRBA Code is consistent with the corresponding sectionsof the International Ethics Standards Board for Accountants’(IESBA) International Code of Ethics for Professional Accountants (including International Independence Standards) (IESBA Code). We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. In terms of the IRBA Rule on Enhanced Auditor Reporting for the Audit of Financial Statements of Public Interest Entities, published in Government Gazette No. 49309 dated 15 September 2023 (EAR Rule), we report: Final Materiality We define materiality as the magnitude of misstatement in the consolidated and separate financial statements that makes it probable that the economic decisions of a reasonably knowledgeable person would be changed or influenced. We use materiality both in planning the nature and extent of our audit work and in evaluating the results of our work. Based on our professional judgement, we determined materiality for the consolidated and separate financial statements as follows: Group Materiality Company Materiality Materiality R 271 million (2025: R 282 million) R 677 million (2025: R 671 million) Benchmark 7.5% of Profit before Tax (2025: 7.5%) 2% of Total Assets (2025: 2%) Rationale for benchmark applied A key judgement in determining materiality is the appropriate benchmark to select, based on shareholder interests. We considered which benchmarks and key performance indicators have the greatest bearing on shareholder decisions. We determined that profit before tax remained the key benchmark for the Group and is generally accepted for listed entities. The Company is an investment holding company and our materiality calculation was based on the carrying value of its assets. We believe asset value to be the most relevant measure to users of the separate financial statements.
Page 4
2 INDEPENDENT AUDITOR’S REPORT TO THE SHAREHOLDERS OF TRUWORTHS INTERNATIONAL LIMITED Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 Scope of our audit Our Group audit was scoped by obtaining an understanding of the Group and its environment, including the structure and organisation of the Group, and assessing the risks of material misstatement at the Group level. We selected components at which audit work in support of the Group audit opinion needed to be performed in order to provide a n appropriate basis for undertaking audit work to address the risks of material misstatement. Our selection was informed by tak ing into account the component's contribution to relevant classes of transactions, account balances or disclosures. We performed audit work on 9 components (2025: 10 components): 2 components were scoped as audits of financial information; and 7 components were scoped as audits of one or more classes of transactions, account balances or disclosures Residual values were addressed by risk assessment and analytical procedures performed at a Group level. The resultant testing covered 97.9% of the Group’s profit before tax and 99.2% of the Group’s revenue. Key Audit Matter Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the consol idated and separate financial statements of the current period. These matters were addressed in the context of our audit of the consolidated and separate financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. No key audit matter was identified over the separate financial statements. In terms of the EAR Rule, we are required to report the outcome of audit procedures or key observations with respect to the k ey audit matter and these are included below. Key Audit Matter How the matter was addressed in the audit Expected Credit Loss Allowance (Group) The Group’s trade receivables are unsecured. The level of credit risk accepted by the Group is influenced by its ownership and funding of the trade receivables portfolio, as well as the retail margin generated on the underlying sales. Refer to note 1.4 (Significant judgement and estimates in the preparation of annual financial statements), note 10 (Trade and Other Receivables) and note 24.4 (Credit Risk Management). In response to the risk relating to the impairment of trade receivables in terms of IFRS 9 Financial Instruments, the audit team performed the following procedures, using appropriately skilled credit and financial modelling specialists where required: Obtained an understanding of the assumptions used, impairment modelling, data management processes, systems and methodologies; 99% 1% Revenue Coverage Residual 98% 2% Profit Before Tax Coverage Residual
Page 5
3 INDEPENDENT AUDITOR’S REPORT TO THE SHAREHOLDERS OF TRUWORTHS INTERNATIONAL LIMITED Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 Key Audit Matter How the matter was addressed in the audit Trade receivables are carried at amortised cost and impairment is measured using the general approach under IFRS 9, through the modelling of expected credit losses (ECLs). As at 28 June 2026, the Group’s active trade receivables portfolio amounted to R6 484 million (2025: R6 448 million), against which an ECL allowance of R1 410 million (2025: R1 339 million) had been raised. The charged-off trade receivables portfolio, comprising accounts for which there is a low expectation of recovery based on the Group’s behavioural credit risk models and rules, and which have been reported to the credit bureau and transferred from the active trade receivables portfolio to a separate portfolio, amounted to R573 million (2025: R543 million), against which an ECL allowance of R418 million (2025: R400 million) had been raised. The measurement of ECLs in respect of the Group’s active trade receivables portfolio considers the probability and expected timing of charge-off, the Group’s anticipated exposure at the point of charge-off, and the likelihood that the asset will be: Simultaneously charged-off and written-off (derecognised); or transferred to the charged -off portfolio, in which case the expected timing and estimated cash flows, net of direct external collection costs, up to the point of write-off are also considered. The measurement of ECLs in respect of the Group’s charged- off trade receivables portfolio considers the Group’s exposure to these receivables at the reporting date and the associated expected cash flows, net of direct external collection costs, up to the point of write-off. In measuring ECLs for the Group’s trade receivables, management applies the following significant judgements and estimates: The gross loss estimate is based on the predicted likelihood of an account entering a charge-off state, together with the expected outstanding balance at the point of charge-off. Forecast balance movements within the portfolio between successive risk states up to the point of charge -off are estimated using transition matrices under a Markov modelling approach. The Loss Given Charge -off (LGCO) component represents management’s estimate of the loss arising on charge-off of trade receivables. It is based on the difference between the contractual cash flows due from a charged-off financial asset and the cash flows t he Group expects to receive up to the point of write-off. Inspected the model development documentation, including the Provision (Markov) model, loss given charge- off (LGCO) model, economic model and expected credit loss (ECL) calculation; Evaluated the impairment methodology applied against the requirements of IFRS 9 Financial Instruments; Evaluated whether the impairment methodology developed by management had been appropriately applied in the underlying impairment models; Performed exploratory analytics using the model calibration and application data, and benchmarked key metrics against peer portfolios; Independently reperformed the calculation of each significant component of the ECL based on management’s methodology, including the expected value and timing of charge-offs from the active portfolio, loss given charge-off, stage allocation, the ECL calcula tion and management overlays, to evaluate the accuracy thereof; Assessed the appropriateness of the write -off point by determining the average level of post -write-off collections relative to a set materiality threshold of 10% of write -off balances; Assessed management’s simulation of the effect of the write-off point and used the simulated data to reperform: - the calibration of the loss given charge -off assumptions; and - the validation of the write-off point; Assessed the reasonableness of the most relevant forecast macroeconomic variables included in the credit models by benchmarking the base scenario forecasts against those of agencies that forecast the same variables; Assessed and benchmarked the appropriateness of the cautious and optimistic scenario forecasts and the weightings applied to these scenarios; Assessed the use of the portfolio-level average contractual rate to confirm that it was appropriate to determine the rate at portfolio level and that it provided a reasonable approximation of the original effective interest rate; Performed procedures to confirm that the portfolio-level average contractual rate was used consistently for interest revenue recognition; Assessed the adequacy of forward -looking information (FLI) adjustments by developing a linear regression model with the portfolio-level balance-weighted forward transition rate as the response variable; Used macroeconomic factors as explanatory variables and incorporated forward -looking information into the Markov model by using forecast balance -weighted forward transitions to adjust the transition rates in the Markov model;
Page 6
4 INDEPENDENT AUDITOR’S REPORT TO THE SHAREHOLDERS OF TRUWORTHS INTERNATIONAL LIMITED Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 Key Audit Matter How the matter was addressed in the audit The final ECL is determined by adjusting the gross loss estimate for forward-looking information and the estimated loss given charge-off; and The point of write-off is a key input into the ECL model and represents management’s estimate of the point at which the Group has no reasonable expectation of recovering all or part of a financial asset. Management determines this point by considering the arrears status, contractual delinquency bucket, payment recency and economic justification, including the cost of collection relative to the outstanding balance. The time value of money is incorporated into the ECL measurement using the portfolio-level average contractual rate at the reporting date as a proxy for the original effective interest rate. This rate is also applied consistently for interest revenue recognition. The Group uses reasonable and supportable forward-looking information, which is based on assumptions and expert opinion on the future movement of different economic drivers and how these drivers will affect each other. The impact on ECL is assessed based on the latest information available. Management has incorporated forward-looking information in the ECL calculation as follows: an economic adjustment model, developed using linear regressions to model the relationship between macroeconomic indicators and additional variation in: the probability of entering a charge-off state that is not explained by the base Markov model estimate; and the loss given charge-off estimation that is not explained by the loss given charge-off model; the potential impact of industry-specific factors, including changes in the regulatory environment as well as the anticipated impact of macro factors; and management judgement. These forward-looking scenarios were probability weighted based on management’s best estimate of their relative likelihood of occurrence to determine the ECL allowance in the current reporting period. As these assumptions and expert opinions pertain to uncertain future events, significant judgement is present. The ECL allowance for trade receivables is material to the consolidated financial statements due to its magnitude, the level of subjective judgement applied by management and its effect on the Group’s credit risk management processes and operations. Assessed the reasonableness of overlays raised by management, based on our understanding of the industry, emerging risks and regulatory changes. Based on our reperformance of the ECL model, we considered effects already incorporated into the ECL model to determine whether the impact of the overlay had been double counted; and For the forward-looking information and scenarios considered, assessed and benchmarked the appropriateness of the scenarios and weightings applied. This included: - inspecting the resulting behaviour of historical trends in the credit book under different macroeconomic conditions; and - analysing recent book performance and the impact of recent management interventions. Specific attention was given to the following areas: Reconciling the data used in the impairment model to the source system; Evaluating the appropriateness of the disclosures included in the consolidated financial statements in accordance with the requirements of IFRS 7 Financial Instruments: Disclosures; Obtaining an understanding of the overall governance structures and committees that oversee both the base model and management overlays; Assessing the design, implementation and operating effectiveness of controls over management overlays and the base model; and Testing the automated controls over the debtors’ system for design, implementation and operating effectiveness, with the assistance of IT audit specialists. Based on the audit work performed, we found the allowance for expected credit losses to be reasonable, and the disclosures included in the consolidated financial statements to be appropriate, as set out in notes 1.4, 10, 24.4 and 26.5.
Page 7
5 INDEPENDENT AUDITOR’S REPORT TO THE SHAREHOLDERS OF TRUWORTHS INTERNATIONAL LIMITED Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 Other Information The directors are responsible for the other information. The other information comprises the information included in the docu ment titled “Group and Company audited annual financial statements for the 52 weeks ended 28 June 2026”, consisting of the Approval of Annual Financial Statements, CEO and CFO Responsibility Statement, Certificate by Company Secretary, Directors’ Report and Audit Committee Report as required by the Companies Act of South Africa, as well as Annexure 5 – Employment Equity Act Summary and Shareholder Information, which we obtained prior to the date of this report. The other information that will be available after this report date consists of the documents titled “The Truworths International Integrated Report for the 52 weeks ended 28 June 2026”, “Ten-year Review”, “Report on Corporate Governance and Application of King IV Principles”, “Environmental, Social and Sustainability Governance Report”, and “Social and Ethics Committee Report”. The other information does not include the consolidated and separate financial statements and our auditor’s report thereon. Our opinion on the consolidated and separate financial statements does not cover the other information and we do not and will not express an audit opinion or any form of assurance conclusion thereon. In connection with our audit of the consolidated and separate financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated and separate financial statements, or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed on the other information obtained prior to the date of this auditor’s report, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Responsibilities of the Directors for the Consolidated and Separate Financial Statements The directors are responsible for the preparation and fair presentation of the consolidated and separate financial statements in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board and the requirements of the Companies Act of South Africa, and for such internal control as the directors determine is necessary to enable the preparat ion of consolidated and separate financial statements that are free from material misstatement, whether due to fraud or error. In preparing the consolidated and separate financial statements, the directors are responsible for assessing the Group’s and Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the g oing concern basis of accounting unless the directors either intend to liquidate the Group and Company or to cease operations, or have no realistic alternative but to do so. Auditor’s Responsibilities for the Audit of the Consolidated and Separate Financial Statements Our objectives are to obtain reasonable assurance about whether the consolidated and separate financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated and separate financial statements. As part of an audit in accordance with ISAs, we exercise professional judg ement and maintain professional scepticism throughout the audit. We also: Identify and assess the risks of material misstatement of the consolidated and separate financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient a nd appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s and Company’s internal control. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors. Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s and Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated and separate financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group and Company to cease to continue as a going concern.
Page 8
6 INDEPENDENT AUDITOR’S REPORT TO THE SHAREHOLDERS OF TRUWORTHS INTERNATIONAL LIMITED Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 Auditor’s Responsibilities for the Audit of the Consolidated and Separate Financial Statements(continued) Evaluate the overall presentation, structure and content of the consolidated and separate financial statements, including the disclosures, and whether the consolidated and separate financial statements represent the underlying transactions and events in a manner that achieves fair presentation. Plan and perform the Group audit to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion. We communicate with the Audit Committee 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 Audit Committee 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 Audit Committee, we determine those matters that were of most significance in the audi t of the consolidated and separate financial statements of the current period and are therefore the key audit matters. We descr ibe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extre mely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. Report on Other Legal and Regulatory Requirements Audit Tenure In terms of the IRBA Rule published in Government Gazette Number 39475 dated 4 December 2015, we report that Deloitte & Touche has been the auditor of Truworths International Limited for three years, which includes the 2026 financial audit. Deloitte & Touche Registered Auditor Per Sphiwe Stemela Partner 27 August 2026 6 Marina Road Portswood District V&A Waterfront Cape Town 8000 South Africa
Page 9
7 APPROVAL OF ANNUAL FINANCIAL STATEMENTS Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 The directors are responsible for preparing annual financial statements that fairly present , in all material respects , the financial position and changes in equity of the Group and Company and the results of its operations and cash flows in accordance with the Companies Act (71 of 2008, as amended)of South Africa, IFRS® Accounting Standards and theJSE Limited Listings Requirements. The application of IFRS Accounting Standards is reviewed by the Group’s Accounting Forum, which meets quarterly with the external auditor, comprises members of the Group’s financial management team, and makes recommendations to management and the directors relating to accounting treatment and disclosure. The Group and Company annual financial statements, which appear on pages 8 to 127, were approved by the board of directors on 27 August 2026 and are signed on its behalf by: H Saven MS Mark Chairman Chief Executive Officer CEO AND CFO RESPONSIBILITY STATEMENT The Chief Executive Officer and Chief Financial Officer hereby confirm, in accordance with the JSE Listings Requirements, that: the annual financial statements set out on pages 8 to 127, fairly present in all material respects the financial position, financial performance and cash flows of the Group and the Company in terms of IFRS Accounting Standards; to the best of our knowledge and belief, no facts have been omitted or untrue statements made that would make the annual financial statements false or misleading; internal financial controls have been put in place to ensure that material information relating to the Company and its consolidated entities has been provided to effectively prepare the annual financial statements of the Group; the internal financial controls are adequate and effective and can be relied upon in compiling the annual financial statement s, having fulfilled our role and function as Executive Directors with the primary responsibility for the implementation and execution of controls; where we are not satisfied, we have disclosed to the audit committee and the auditors any deficiencies in the design and operational effectiveness of the internal financial controls, and where required have taken steps to remedy the deficiencies; and we are not aware of any fraud involving directors. MS Mark Chief Executive Officer 27 August 2026 EFPM Cristaudo Chief Financial Officer 27 August 2026 CERTIFICATE BY COMPANY SECRETARY I certify that, in respect of the reporting period, the Company has, to the best of my knowledge and belief, lodged with the Companies and Intellectual Property Commission (CIPC) all returns and notices required of a public company in terms of the Companies Act (71 of 2008, as amended) of South Africa and that all such returns appear to be true, correct and up to date. D Pask Company Secretary 27 August 2026
Page 10
8 DIRECTORS’ REPORT Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 The directors have pleasure in submitting their report on the state of affairs, the business and profit of theCompany and the Group, together with the Group and Company annual financial statements for the 52-week period ended 28 June 2026. NATURE OF BUSINESS Truworths International Ltd (the Company) is an investment holding and management company whose shares are listed for trading on the Johannesburg Stock Exchange, A2X and the Namibian Stock Exchange. Its principal trading entities, Truworths Ltd and Office Holdings Ltd, are engaged directly or indirectly through subsidiaries, concessions, wholesaler partners or agencies, in the cash and account retailing of fashion clothing, footwear, homeware and related merchandise. RETAIL CALENDAR The Group reports on a retail calendar of trading weeks incorporating trade from Monday to Sunday each week. The results for the financial period under review are for the 52 weeks from 30 June 2025 to 28 June 2026 (2025: 52 weeks from 1 July 2024 to 29 June 2025). OPERATING CONTEXT The Group traded through a challenging year, which was reflected in its retail sales and earnings for the 52-week period ended 28 June 2026 (the ‘period’). Group retail sales declined by 0.9% to R21.8 billion, in part due to the stronger Rand/Pound exchange rate in the second half of the period. Against this backdrop, the Group’s earnings for the period were supported by a disciplinedapproach to trading margins, expenses and credit. The Group’s position is underpinned by its strong balance sheet and net ca sh position, portfolio of owned brands in Truworths Africa, Office UK’s relationships with leading international footwear brands, well -managed credit book, large account and loyalty customer base, established retail locations across South Africa and the United Kingdom, and growing online presence. The Group continued to invest in the business during the period and remains well positioned to benefit as consumer spending conditions improve. As reported in the interim results for the 26 -week period ended 28 December 2025, trading in the first half of the period remained subdued, with South African consumer spending constrained by uncertainty from global trade tensions, while conditions in the United Kingdom continued to reflect subdued economic growth and cautious household spending. The second half of the period opened on a more constructive footing. In South Africa, moderating inflation, the prospect of f urther interest rate relief and the favourable reception of the national budget presented in late February 2026 pointed towards a r ecovery in consumer confidence. Within days, however, this improving outlook was overtaken by external events. The escalation of conflict in the Middle East drove a sharp increase in global oil prices and renewed inflationary pressure, and the higher fuel costs that followed weighed on the disposable income of consumers who had only recently begun to experience some relief. Sentiment weakened across both South Africa and the United Kingdom as the second half progressed. Truworths Africa Retail sales in Truworths Africa were encouraging through the early months of the 2026 calendar year, before trading momentum moderated over the closing months of the period as increased fuel prices put pressure on discretionary income . The Group maintained a prudent approach to credit granting throughout the period as a result of the uncertain trading environment and g ross trade receivables returned to modest growth by the period-end. Demand for the Group's aspirational merchandise was reflected in strong new-account application volumes, and the online business again delivered strong growth, further increasing its contribution to segment retail sales. Active account holders able to pu rchase declined to 77% (2025: 79%), reflecting the pressure on existing customers' disposable income over the period. Office UK Trading conditions in the United Kingdom remained challenging throughout the period, characterised by subdued economic growth, a softening labour market and cautious consumer spending following several years of elevated living costs and weak real incom e growth. Inflation remained elevated during the early part of the period before easing in early calendar 2026. This was expected to support household purchasing power as inflation moved closer to the Bank of England's target. This improving trajectory was interrupted by the escalation of conflict in the Middle East. Higher energy and fuel prices weighed on consumer sentiment during the closing months of the period, and expectations of further monetary easing diminished as the outlook for inflation deteriorated.
Page 11
9 Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 DIRECTORS’ REPORT (continued) Office UK (continued) Against this backdrop, Office UK continued to outperform its market, supported by its distinctive positioning, advanced omni-channel capabilities and relationships with the world's leading foot wear brands. Segment retail sal es growth was underpinned by the investment in the store development and remodelling programme and by the strength of the online business. Office UK's continued investment in its store development and remodelling programme, distribution capabilities and new technology is expected to support the b usiness as trading conditions in the United Kingdom improve. RESULTS OF OPERATIONS The results for the period are detailed in the Group and Company annual financial statements that follow. DIVIDENDS Details of the dividends paid by the Company during the period are disclosed in note 29 of the Group annual financial statements. On 27 August 2026, the directors of the Company resolved to declare a final cash dividend of 153 cents per share (before dividends tax) for the 52 weeks ended 28 June 2026 from retained earnings of the Company to shareholders recorded in the Company’s register on the record date, being Friday, 18 September 2026, bringing the annual dividend per share to 474 cents per share. PROPERTY, PLANT AND EQUIPMENT There were no significant changes in the nature of the Group’s property, plant and equipmen t during the period. Additions in the period are mainly attributable to capital expenditure on store development as well as the acquisition of the Office UK distribution centre for R105 million (£4.5 million). SHARE CAPITAL Details of the authorised and issued share capital of the Company are disclosed in note 12 of the Group annual financial statements. During the current period, the Company repurchased 17 147 295 shares, of which 9 200 000 shares are held as treasury shares, while the balance of 7 947 295 sh ares was cancelled and delisted. The Company also sold 1 375 000 treasury shares on the open market to create additional share buy-back capacity. Please refer to note 12 and 13 for further information. DIRECTORS, SECRETARY AND COMMITTEE MEMBERS The names of the directors and Company Secretary in office as at 28 June 2026 are set out in the Admini stration section of the 2026 Integrated Annual Report which will be made available by the end of September 2026 . The following changes to the board and board committees occurred during the period: Mr Robert Dow elected not to offer himself for re -election at the Annual General Meeting and retired as a non-executive director with effect from 6 November 2025. Mr Skhulumi Jeremiah (Jerry) Vilakaziwas appointed as an independent non-executive director of theCompany with effect from 26 June 2026. Ms Daphne Ramaisela Motsepe , who was appointed to the board in August 2023, was appointed to the Remuneration Committee and Nomination Committee with effect from 26 June 2026. Subsequent to the period-end, the following changes to the board and board committees were announced and will take effect from the conclusion of the Company's annual general meeting scheduled for 5 November 2026: Mr Hilton Saven, chairman and independent non-executive director, will not offer himself for re-election and will retire from the board. Mr Hans Hawinkels, a non-executive director and lead independent director, will succeed Mr Saven as chairman of the board. At the same time, he will succeed Mr Saven as a member of the Social and Ethics Committee, assume the chairmanship of the Nomination Committee, and step down as chairman of the Remuneration Committee while remaining a member thereof. Mr Wayne Muller, an independent non-executive director, will be appointed as chairman of the Remuneration Committee and a member of the Risk Committee. SUBSIDIARIES Refer to Annexure One, containing full particulars of the Group’s non -dormant subsidiaries whose results are consolidated in the Group annual financial statements.
Page 12
10 DIRECTORS’ REPORT(continued) Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 BORROWING POWERS In terms of the Company’s memorandum of incorporation, its borrowing powers are unlimited. The borrowing powers of the Group’s subsidiaries may be limited by the Company. Any borrowings by the Group are subject to the provisions of the Group’s board - approved treasury policies. Please refer to note 15 for details on our interest-bearing borrowings. SPECIAL RESOLUTIONS BY SUBSIDIARY COMPANIES By way of special resolution taken on 31 March 2026, the wholly-owned subsidiary company, Truworths Ltd, was authorised specifically to provide financial assistance to the Company and to the Group investment company, Truworths Trading (Pty) Ltd, in the form of loans for the purpose of acquiring shares in the Company, and prior such assistance given was ratified. The special resolution further generally authorised financial assistance (and ratified prior such assistance given) in the form of loans and/or guarantees to (a) the Group’ssubsidiaries and related companies in South Africa and the rest of Africa and the United Kingdom to enable them to meet various expense and working capital requirements relating to their operations, (b) the Group’s charitable, enterprise development and share scheme trusts, so as to enable them to carry out their activities, and (c) to certain directors of that company for housing purposes. The aforesaid financial assistance was authorised subject to the provisions that any loans and guarantees granted are made in the ordinary course of the Group’sbusiness and to further its objectives, that they do not impair the solvency or liquidity of Truworths Ltd and when viewed objectively are regarded by its board as being fair and reasonable to the said company. By way of special resolution taken on 31 March 2026, the wholly-owned subsidiary company, Truworths Ltd, was authorised to repurchase the shares of the Company (being the holding company of Truworths Ltd), for the purpose of awarding shares to the employees of Truworths Ltd pursuant to the Company’s2012 Share Plan. By way of special resolution taken on 23 April 2026, the wholly-owned subsidiary company Young Designers Emporium (Pty) Ltd was authorised to provide financial assistance (and ratified prior such assistance given) to the fellow subsidiary company Truworths Ltd and other Group companies in the form of loans for the purpose of investing such funds centrally within the Group. The aforesaid financial assistance was authorised subject to the provisos that any loans and guarantees granted are made in the ordinary course of the Group’sbusiness and to further its objectives, that they do not impair the solvency or liquidity of Young Designers Emporium (Pty) Ltd and when viewed objectively are regarded by its board as being fair and reasonable to the said company. The aforesaid special resolutions did not require filing with CIPC in terms of the Companies Act (71 of 2008, as amended) of South Africa, and have the effect of authorising the said financial assistance for two years following the passing of such resolutions. The directors of the aforesaid subsidiaries have performed the required solvency and liquidity tests required by the Companies Act (71 of 2008, as amended) of South Africa and are satisfied that the companies have met the requirements of these tests prior to and, where applicable, will meet the requirements immediately after the conclusion of the transactions authorised by the aforesaid special resolutions. No other material special resolutions were passed by subsidiary companies between the reporting date and the date of this report. EVENTS AFTER THE REPORTING DATE No event which is material to the understanding of this report has occurred between the reporting date and the date of this report except for the dividend declared after the reporting date as disclosed in note 29.
Page 13
11 AUDIT COMMITTEE REPORT Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 The Audit Committee (the committee) of the Truworths International board complies with relevant legislation, regulation and governance practices. The responsibilities of the committee are outlined in its written charter which reflects aspects recommended by the King IV ™ Report on Corporate Governance for South Africa, 2016 (King IV) (Copyright and trademarks are owned by the Institute of Directors in South Africa NPC and all of its rights are reserved). The King V™ Report on Corporate Governance for South Africa, 2025 (King V), which is effective for financial years commencing on or after 1 January 2026, was published during the period. Management has commenced a review of the Company’sgovernance framework and disclosures in preparation for adoption of King V. This report of the committee is presented to shareholders in compliance with the requirements of the Companies Act (71 of 200 8, as amended) of South Africa. ROLE OF THE COMMITTEE The objectives and functions of the committee are set out in its charter. In summary the committee: aims to ensure the maintenance of adequate accounting records, effective financial reporting and internal control systems; aims to ensure compliance of published financial reports with relevant legislation, financial reporting standards and good governance; aims to ensure Group assets are safeguarded; has oversight of fraud, information security and information technology risks in so far as these impact on the financial reporting process; confirms the nomination and appointment of the external auditor, ensuring such appointment is legislatively compliant; approves the terms of engagement and fees of the external auditor, in consultation with management; defines and considers the non-audit services that may be rendered by the external auditor; considers the external auditor’s findings arising from the annual financial statement audit; considers the external auditor’s findings arising from the annual financial statement audit of, and deals with any other material financial matters deserving attention relating to, the Group’s other subsidiaries and charitable and other trusts; monitors the functioning and approves the coverage plan of the internal audit department; reviews tax compliance and tax risk management programmes and initiatives; fulfils the function of audit committee to Group subsidiaries that are public companies; reviews the expertise, resources and experience of the Group’s finance function and the expertise and experience of the Chief Financial Officer; and reviews and recommends to the board the approval of the Group’s Integrated Report, Interim Re sults, Summarised Audited Group Annual Results, Annual Financial Statements and published results announcements. AREAS OF FOCUS FOR 2026 The committee’s areas of focus for the reporting period were to ensure it fulfils its mandate, with particular reference to the financial reporting and audit processes and provides assurance in this regard to the board. In summary the committee: continued the monitoring of external auditor independence and service oversight levels; evaluated the resilience and evaluation of IT governance and cybersecurity controls in an environment of increasing cyber threats; monitored significant tax matters and engagements with revenue authorities across the Group’s operating jurisdictions; and reviewed the effectiveness of the Group's internal financial controls and financial reporting processes. SIGNIFICANT MATTERS CONSIDERED IN THE ANNUAL FINANCIAL STATEMENTS The external auditor identified the provision for expected credit losses (ECL) on the Group’s trade receivables as the key audit matter for the reporting period, as set out in the independent auditor’s report. The recoverability of these unsecured retailreceivables depends on significant judgement in the assumptions and forward-looking economic information applied in the expected credit loss models. The committee considered the process followed by management in the calculation of the ECL allowance, including the reasonableness of judgements applied, and it considered the procedures performed and the findings reported by the external auditor. The committee was satisfied that the provision, and the related disclosures, were appropriate. The committee also considered other significant areas of judgement and estimation in the annual financial statements, includi ng the impairment assessment of the Office UK trademarks, the impairmentassessment of right-of-use assets, the net realisable value of inventory, together with, in the Company’s separate annual financial statements, the fair value of the Company’s investments in subsidiaries. In respect of each, the committee assessed the methodology applied by management and considered the related findings of the external auditor, where applicable.
Page 14
12 Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 AUDIT COMMITTEE REPORT (continued) SIGNIFICANT MATTERS CONSIDERED IN THE ANNUAL FINANCIAL STATEMENTS (continued) The committee further considered the going concern assessment of the Group and the Company, having regard to their financial position, cash flows, available facilities and forecasts, and to the findings of the external auditor. The committee was satisfied that the going concern basis remained appropriate and supported its adoption by the board in preparing the annual financial statements. STRUCTURE OF THE COMMITTEE The committee comprises th e following independent non-executive directors, and the Chairman of the committee is not the Chairman of the board of the Company. The following directors served on the committee durin g the reporting period, recording a 100% attendance at meetings of the committee: Mr Brendan Deegan - Chairman Ms Dawn Earp Ms Tshidi Mokgabudi Biographical details of the committee members appear in the Truworths International Board section which will be included in t he 2026 Integrated Report. Fees paid to the committee members are outlined in note 27.1 of the Group annual financial statements . Having regard to their financial and business qualifications, as well as their extensive work experience in financial accounti ng, auditing, internal auditing, internal controls, corporate governance, compliance, consulting and corporate business, the members of the committee are regarded as having the relevant financial expertise and experience required of an audit committee member. The most recent evaluation of the performance of the committee was performed in July2026 and the results thereof are recorded in the Governance Creating Value section in the Group’s 2026 Integrated Report available atwww.truworths.co.za/reports. The Chairman of the board, certain non -executive directors, the Chief Financial Officer, Company Secretar y, the Truworths Ltd Director: Internal Audit, Legal, Governance and Risk, the Truworths Ltd Head: Governance Risk and Controls, the Truworths Ltd Director: Finance, the Chairman of the Risk Committee and other relevant management representatives and the external auditor also attend meetings of the committee as invitees. The Chairman of the committee periodically meets separately with the external auditor and the Truworths Ltd Director: Interna l Audit, Legal, Governance and Risk without members of executive management being present in order to maintain a direct line of communication between these assurance providers and the committee. In addition , the committee meets separately with the external auditor and the Truworths Ltd Director: Internal Audit, Legal, Governance and Risk respectively without members of executive management being present, as part of the governance process. INTERNAL AUDIT The internal audit function provides assurance to the Truworths International board, via the committee, on the adequacy and effectiveness of the Group’s internal control and risk management practices, and the integrity of financial reporting systems. Internal audit also assists management by making recommendations for improvements to the control and risk management environment. The principle of independence of the internal audit department is upheld and the Truworths Ltd Director: Internal Audit, Lega l, Governance and Risk reports on operational matters to the Chief Executive Officer and on administrative matters to the Chief Financial Officer. The said director also has direct access to the Chairman of the committee. The scope of the internal audit department’s work includes: reviewing, appraising and reporting on the adequacy and effectiveness of the Group's system of internal control; reviewing the processes and systems which are designed to ensure integrity of the Group's reporting of financial and operating information; and reviewing the adequacy of the Group's compliance with applicable policies, plans, procedures, laws and regulations. Specific focus is placed on the system of internal control that ensures that assets and information are protected against los s, theft or misuse, as well as on those controls that ensure key transactional information is of high integrity. Internal audit als o provides consultation and other services to management such as due diligence services, forensic audit services, systems auditing services, risk management services, business continuity plan monitoring services and special reviews or audits. INTERNAL CONTROLS The Group aims to maintain a high standard of internal control. The sound control environment in the Group is founded on: strong responsibility for controls by executives; executive commitment to integrity and ethical values; and the skills and competence of executives.
Page 15
13 AUDIT COMMITTEE REPORT (continued) Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 INTERNAL CONTROLS (continued) The soundness of the Group’s control environment is illustrated through: management’s hands-on operating style; clear communication through employee policies and operating procedures; assignment of authority and responsibility to appropriate levels of management; and a control-consciousness throughout the Group. The Truworths International board is ultimately responsible for the Group's system of internal control, which is designed to ensure: effectiveness and efficiency of operations; safeguarding and verification of and accountability for assets; detection and minimisation of fraud and losses; reliability of financial and operational information and reporting; and compliance with applicable laws, regulations, policies and procedures. The Truworths International board delegates responsibility for the implementation and maintenance of the control framework to management. The committee, together with the Risk Committee and the internal auditors, assists the board in monitoring the effectiveness and adequacy of the control environment. The committee also considers the findings raised by the external auditor in assessing the effectiveness and adequacy of the control environment. The committee reports that during the period under review: internal control procedures were represented by management as having been substantially effective and appropriate; no material breach of internal controls and procedures was brought to its attention; key risks appeared to be adequately documented and appropriately monitored and reported on by management; policies and authority levels were represented by management as having been enforced and adhered to; and no material breaches of any laws affecting the Group were brought to its attention. EXTERNAL AUDITORS The Group’s external auditor is Deloitte & Touche (Deloitte). Fees paid to the external auditor are detailed in note 26.6 ofthe Group annual financial statements. The external auditor’s plan for the annual audit of the Group's financial statements, which incorporates the identification of significant risks and how they are to be addressed during the audit, was presented and approved at a meeting of the committee bef ore the commencement of audit fieldwork. The external auditor has unrestricted access to the Group’s records and management. The external auditor furnishes a written report to the committee on significant findings arising from the annual audit and is able to raise matters of concern directly with the Chairman of the committee. The committee is satisfied that the Group’s external auditor, Deloitte, and the designated audit partner are independent of the Group and management, and are therefore able to express an independent opinion on the fair presentation of the Group’s 2026 annu al financial statements. Based on an assessment of the independence, competence, resources, and service levels in accordance with paragraph 5.7(h)(iii) read with paragraphs 6.36 to 6.38 of the JSE Listings Requirements, the committee was satisfied that Deloitte was suitable for appointment as the external audit firm for the 2026 financial period. The committee also considered and was satisfied with th e suitability for appointment of Mr Sphiwe Stemela as the designated audit partner for the said period. The conclusion of the committee with regard to the independence of Deloitte was, inter alia, based on the following: the Group’s policy that prohibits or otherwise restricts the non-audit services that may be provided by the external auditor; auditing profession standards that preclude the external auditor’s personnel from holding shares in or having other business relationships with the Group; the external auditor may not provide services that could be seen as participating in the management of the Group’s affairs; and the assurance provided by the external auditor that internal governance processes within the audit firm support the claim to independence.
Page 16
14 AUDIT COMMITTEE REPORT (continued) Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 EXTERNAL AUDITORS (continued) The committee’s policy on the provision of non-auditing services by the external auditor, which policy was amended during the2024 reporting period, restricts the auditor from rendering accounting, company secretarial, internal audit, legal, valuation, financial information system design, actuarial, management, human resource and investment services to the Group. Furthermore, the provision of non -restricted non -audit services by the external auditor is subject to pre -concurrence by the committee with the external auditor. Fees for all such non-audit services require appropriate disclosure in the financial statements. Details of non-audit service fees incurred during the reporting period were presented and approved at committee meetings. During the period the external auditor receivedfees of R1 005 343 (2025: 1 757 000) for non-audit services to the Group, equivalent to 5.3% (2025: 9.1%) of the annual audit fee. Refer to note 26.6 of the Group annual financial statements for further detail. The committee has ensured that a resolution proposing the re -appointment of Deloitte as the external audit firm (and the appointment of Mr Sphiwe Stemela as the designated audit partner) for the 2027 financial period is included in the notice of the Company’s 2026 annual general meeting. COMMITTEE FUNCTIONING During the reporting period, three committee meetings were held. Meetings are scheduled to coincide with the key dates in the Group’s financial reporting and audit cycle. Reports routinely considered by the committee at these meetings included the Chief Financial Officer’s Reports, the report of the Internal Audit Department (including its coverage plan and IT audit activities), the Group Tax Reports and the external audit or’s reports. In addition, the Chairman of the committee attends the quarterly meetings of the Risk Committee and is able to provide feedba ck to the committee on the Risk Committee's activities and recommendations. The committee reviewed and recommended to the board for approval the Group Interim Results and results announcement, Summarised Audited Group Annual Results and results announcement, the Group Audited Annual Financial Statements, and the integrated annual report, prepared by management, and recommended their adoption by the board subject to identified amendments. The committee further considered the external auditor’s audit plan and the appropriateness of the responses of management to the comments raised by the auditor in relation to the prior period audit. During the reporting period the committee also undertook the following: nominated for re-appointment Deloitte as the external auditor and obtained assurance from management that this appointment complied with legislative requirements, including providing for a resolution relating to such appointment to be incorporated in the notice of the Company’s annual general meeting; considered the suitability of the audit partner assigned to do the annual audit engagement, in accordance with legislative requirements; noted the information provided by the external auditor regarding its audit quality processes, as well as the results of inter nal inspections relating to adherence by the individual audit partner with internal and external audit quality management standards and the results of external inspections, in the form of quality reviews conducted by audit regulators of the audit work carried out by the audit firm and individual audit partner; approved the external auditor’s fees and terms of engagement that had been negotiated by management; reviewed the Group's tax risk management and compliance activities, particularly relating to value -added tax and income tax in South Africa and the United Kingdom, and the Group's fiscal obligations in other countries of operation; considered the methods deployed by management to promote sound IT governance as well as information security and privacy and monitored progress, by way of a scorecard maintained by the Head: Governance, Risk and Controls made by management towards attaining the Group’s objectives in these areas; considered progress made in the implementation of the Group’s internal audit coverage plan, the key findings from such audits and special investigations conducted, and key outcomes arising from the Group's loss prevention programme; considered the annual report of the JSE Limited (JSE) on its findings arising from the proactive monitoring and thematic reviews of the financial reports published by JSE listed companies during 2026; monitored the functioning of the audit committee within Office, the Group's business segment in the United Kingdom, which subsidiary committee has reporting obligations to the committee; considered the reports and meeting minutes of the Office audit committee, of which the Chairman of the Committee is a member;
Page 17
15 AUDIT COMMITTEE REPORT (continued) Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 COMMITTEE FUNCTIONING (continued) confirmed its satisfaction with the framework and process implemented by management designed to enable the Chief Executive Officer and Chief Financial Officer to attest with assurance in the Group’s annual financial statements as to their fair presentation, correctness and completeness, and as to the effectiveness of the internal controls relating to the Group’s financial reporting; considered recent developments relating to the JSE Listings Requirements and matters for consideration in relation to King IV and the Companies Amendment Act; and considered presentations by management on IFRS Accounting Standards applicable to the Group, including in relation to the judgement exercised by management in making financial estimates, the methods of measurement deployed, the choices made in relation to the basis of adoption, practical expedients, and exemptions available and the accounting policy disclosures. The committee was not required to deal with any complaints relating to accounting practices or internal audit, nor to the content or audit of the Group’s annual financial statements. The committee carried out its other responsibilities as set out in its board-approved charter, including those relating to the audit and financial reporting obligations of the Group’s subsidiary companies and charitable and other trusts, during the reporti ng period by way of a consideration of the status of finalisation of the statutory annual financial statements of such entities. Following each meeting of the committee, the Chairman of the committee submits a written report to the directors on the committee’s activities, findings and recommendations, and presents and invites questions on this report at the board meeting following t he commi ttee meeting. The Chairman and members of the committee attend the annual general meeting of shareholders to answer any questions relating to the committee’s activities. CHIEF FINANCIAL OFFICER’S EXPERTISE AND EXPERIENCE The committee reports in terms of the JSE Listings Requirements that, based on a formal assessment process, it was s atisfied as to the competence, qualifications and experience of the Group’s Chief Financial Officer during the reporting period. FINANCE FUNCTION’S EXPERTISE, RESOURCES AND EXPERIENCE Based on a consideration of the qualifications, participation in continuing professional education and the nature, duration and relevance of the experience of key managers in the Group’s finance department, as well as a review of the staff complement, functional responsibilities of and information systems available to the department, the committee reports in terms of King IV that it is satisfied as to the appropriateness of the collective expertise, experience and effectiveness of the Group’s finance functions, both in South Africa and the United Kingdom and the adequacy of their human and technological resources. FINANCIAL REPORTING PROCEDURES Having regard for both the aforesaid assessments, and th e comprehensive, timeous and consistent nature of management’s financial reporting to the committee and the Group’s financial reporting to its shareholders, the committee is satisfied that the Group has established appropriate financial reporting procedures and that such procedures (which relate to all Group entities) are operating as intended so that the committee has access to all information required to effectively prepare and report on the Group’s annual financial statements. ANNUAL FINANCIAL STATEMENTS AND INTEGRATED ANNUAL REPORT The committee has recommended the Group’s 2026 audited annual financial statements (of which this report forms par t), and in due course following the appropriate review process, envisages recommending the Group’s 2026 Integrated Report to the board for approval. APPROVAL OF THE REPORT The committee con firms that it has functioned in accordance with its cha rter for the reporting period and that its report to shareholders was approved by the board on 27 August 2026. B M Deegan Chairman Audit Committee 27 August 2026
Page 18
16 GROUP STATEMENT OF FINANCIAL POSITION Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 at 28 June at 29 June 2026 2025 Note Rm Rm ASSETS Non-current assets 9,122 8,661 Property, plant and equipment 2 2,946 2,768 Right-of-use assets 3 3,795 3,341 Intangible assets 5 1,483 1,625 Goodwill 4 294 294 Loans and receivables - 28 Assets held at fair value 7 368 353 Deferred tax 8.1 236 252 Current assets 10,967 11,243 Inventories 9 2,670 2,465 Trade and other receivables 10 5,459 5,473 Assets held at fair value 7 2,022 2,224 Prepayments 176 117 Cash and cash equivalents 11 640 964 Total assets 20,089 19,904 EQUITY AND LIABILITIES Total equity 10,303 10,731 Share capital* 12 - - Treasury shares 13 (2,113) (1,782) Retained earnings 12,433 11,920 Non-distributable reserves 14 (17) 593 Non-current liabilities 3,818 3,362 Lease liabilities 19 3,199 2,697 Provisions 21 181 234 Post-retirement medical benefit net obligation 17.1 16 19 Leave pay obligation 18 20 18 Deferred tax 8.2, 8.3 402 394 Current liabilities 5,968 5,811 Trade and other payables 20 2,209 1,981 Interest-bearing borrowings 15 1,205 1,479 Bank overdraft 11, 15 1,249 975 Lease liabilities 19 1,019 1,045 Provisions 21 179 210 Put option liability 16 - 33 Derivative financial liabilities 6 8 25 Tax payable 99 63 Total liabilities 9,786 9,173 Total equity and liabilities 20,089 19,904 * Zero due to rounding.
Page 19
17 GROUP STATEMENT OF COMPREHENSIVE INCOME Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 52 weeks 52 weeks to 28 June to 29 June 2026 2025 Note Rm Rm Revenue 25 23,030 23,071 Sale of merchandise 25 21,339 21,323 Cost of sales 26.1 (10,382) (10,389) Gross profit 10,957 10,934 Other income 25 509 405 Trading expenses (8,692) (8,447) Depreciation and amortisation 26.2 (1,516) (1,500) Employment costs 26.3 (2,816) (2,771) Occupancy costs 26.4 (1,201) (1,145) Trade receivable costs 26.5 (1,375) (1,260) Net bad debt and expected credit loss allowances raised (1,289) (1,164) Other trade receivable costs (86) (96) Other operating costs 26.6 (1,784) (1,771) Trading profit 2,774 2,892 Interest income 25 1,259 1,351 Dividend income 25 55 31 Profit before finance costs and tax 4,088 4,274 Finance costs 26.7 (524) (525) Profit before tax 26 3,564 3,749 Tax expense 28.1 (900) (953) Profit for the period 2,664 2,796 Attributable to: Equity holders of the Company 2,662 2,790 Holders of the non-controlling interest 2 6 Other comprehensive (loss)/income to be reclassified to profit or loss in subsequent periods (477) 237 Movement in foreign currency translation reserve 14.5 (477) 237 Other comprehensive income not to be reclassified to profit or loss in subsequent periods 6 36 Re-measurement gains on defined benefit plans 17.1 3 7 Fair value adjustment on assets held at fair value through other comprehensive income 14.3, 14.4 3 29 Other comprehensive (loss)/income for the period, net of tax (471) 273 Attributable to: Equity holders of the Company (472) 271 Holders of the non-controlling interest 1 2 Total comprehensive income for the period 2,193 3,069 Attributable to: Equity holders of the Company 2,190 3,061 Holders of the non-controlling interest 3 8 Basic earnings per share (cents) 30.1 724.6 745.2 Diluted basic earnings per share (cents) 30.2 719.1 736.5
Page 20
18 GROUP STATEMENT OF CHANGES IN EQUITY Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 Holders Non- Equity of the distri- holders non- Share Treasury Retained butable of the controlling Total capital* shares earnings reserves Company interest equity Note Rm Rm Rm Rm Rm Rm Rm 2026 Balance at the beginning of the reporting period - (1,782) 11,920 593 10,731 - 10,731 Total comprehensive income for the period - - 2,665 (475) 2,190 3 2,193 Profit for the period - - 2,662 - 2,662 2 2,664 Other comprehensive income for the period - - 3 (475) (472) 1 (471) Dividends declared 29 - - (1,847) - (1,847) (2) (1,849) Shares repurchased 13 - (949) - - (949) - (949) Repurchased shares cancelled 12,13 - 425 (425) - - - - Treasury shares sold 13 - 76 4 - 80 - 80 Transfer between reserves - - 123 (123) - - - Shares vested in terms of the 2012 share scheme 13,14.1 - 117 (7) (110) - - - Share-based payments 14.1 - - - 92 92 - 92 Acquisition of non-controlling interest 14.2 - - - (13) (13) (15) (28) Movement in put option liability 14.2 - - - 19 19 14 33 Balance at 28 June 2026 - (2,113) 12,433 (17) 10,303 - 10,303 2025 Balance at the beginning of the reporting period - (1,920) 11,093 333 9,506 - 9,506 Total comprehensive income for the period - - 2,797 264 3,061 8 3,069 Profit for the period - - 2,790 - 2,790 6 2,796 Other comprehensive income for the period - - 7 264 271 2 273 Dividends declared 29 - - (1,972) - (1,972) - (1,972) Shares vested in terms of the 2012 share scheme 13,14.1 - 124 - (124) - - - Options vested in terms of the 1998 share option scheme 13,14.1 - 14 2 (6) 10 - 10 Share-based payments 14.1 - - - 127 127 - 127 Acquisition of non-controlling interest 14.2 - - - (16) (16) (15) (31) Movement in put option liability 14.2 - - - 15 15 7 22 Balance at 29 June 2025 - (1,782) 11,920 593 10,731 - 10,731 * Zero due to rounding.
Page 21
19 GROUP STATEMENT OF CASH FLOWS Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 52 weeks 52 weeks to 28 June to 29 June 2026 2025 Note Rm Rm CASH FLOWS FROM OPERATING ACTIVITIES Cash flow from profit before tax 32.1 4,404 4,675 Working capital movements 32.2 (188) 166 Cash generated from operations 4,216 4,841 Interest received 32.1 1,261 1,345 Dividends received 25 55 31 Finance costs paid 32.1 (518) (512) Tax paid 32.3 (798) (968) Cash inflow from operations 4,216 4,737 Dividends paid 32.4 (1,849) (1,972) Net cash from operating activities 2,367 2,765 CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of plant and equipment to expand operations 32.5 (285) (428) Acquisition of plant and equipment to maintain operations 32.6 (267) (187) Acquisition of computer software (40) (59) Advance payment in respect of acquisition of leasehold land rights 33 (52) - Premiums paid to insurance cell 7.1 (5) (4) Amounts received from insurance cell 7.1 1 1 Loans and receivables repaid 28 - Proceeds from disposal of mutual fund units 4 1 Investment in mutual fund units (5) (2) Investment in money market funds (10,500) (7,248) Disinvestment from money market funds 10,502 6,536 Net cash used in investing activities (619) (1,390) CASH FLOWS FROM FINANCING ACTIVITIES Shares repurchased by the Company and its subsidiaries 13 (949) - Proceeds on disposal of treasury shares 13 79 10 Borrowings repaid 15.1 (268) - Overdraft utilised 15.2 167 - Lease liability payments 32.7 (1,128) (1,105) Acquisition of non-controlling interest 16 (28) (31) Net cash used in financing activities (2,127) (1,126) Net (decrease)/increase in cash and cash equivalents (379) 249 Net cash and cash equivalents at the beginning of the period (11) (298) Change in classification of overdraft from cash and cash equivalents to borrowings 15.2, 11 1,082 - Net foreign exchange difference (52) 38 NET CASH AND CASH EQUIVALENTS AT THE REPORTING DATE 11 640 (11)
Page 22
20 NOTES TO THE GROUP ANNUAL FINANCIAL STATEMENTS 1. MATERIAL ACCOUNTING POLICIES Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 REPORTING ENTITY The separate and consolidated annual financial statements respectively of Truworths International Ltd (the Company) and its subsidiaries (which together with the Company constitute the Group) for the 52 weeks ended 28 June 2026 (the current period) were authorised for issue in accordance with a resolution of the directors taken on 27 August 2026. Truworths International Ltd, the holding company of the Group, is incorporated and domiciled in the Republic of South Africa, and its shareholders have limited liability. 1.1 Basis of preparation of financial results and statement of compliance The annual financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS® Accounting Standards) issued by the International Accounting Standards Board, Financial Reporting Guides as issued by the Accounting Practices Committee of the South African Institute of Chartered Accountants, Financial Pronouncements as issued by the Financial Reporting Standards Council, the Companies Act (71 of 2008, as amended) of South Africa and the JSE Listings Requirements. The annual financial statements have been prepared in accordance with the going concern and historical cost bases except where otherwise indicated. The accounting policies are applied consistently throughout the Group. The presentation and functional currency used in the preparation of the Group and Company financial statements is the South African Rand (ZAR) and all amounts are rounded to the nearest million, except where otherwise indicated. The accounting policies applied are consistent with those applied in the 52-week prior period ended 29 June 2025. Only material information, as determined using the Group’sinternal framework for materiality, has been included in these annual financial statements. The Group’sinternal framework for materiality was developed taking into consideration, the requirements of IFRS Accounting Standards, the JSE Listings Requirements as well as other relevant statutory reporting requirements applicable to the Group. Information is considered material if omitting, misstating or obscuring it could reasonably be expected to influence the decisions of the primary users of these financial statements. The Group presents separately each material class of similar items. The Group also presents separately items of a dissimilar nature or function unless they are immaterial. If a line item is not individually material, it is aggregated with other items either in the primary financial statements or in the notes. IFRS Accounting Standards, amendments and International Financial Reporting Interpretations Committee interpretations (IFRIC® interpretations) New and amended IFRS Accounting Standards and IFRIC interpretations that came into effect during the current period were adopted by the Group but did not have a material impact on the Group’sfinancial position and performance: Description Effective date (Reporting periods beginning on or after) IAS 21 amendment: Lack of exchangeability 1 January 2025 1.2 Basis of consolidation of financial results The Group's consolidated financial statements incorporate the financial statements of Truworths International Ltd (the Company) and all entities over which it exercises control in terms of IFRS 10: Consolidated Financial Statements, prepared to the same reporting date using consistent accounting policies. All intra-group balances, transactions, and unrealised gains and losses are eliminated on consolidation. Subsidiaries are consolidated from the date on which control is obtained to the date on which control is lost. Details of the Group's subsidiaries are set out in Annexure One. The Company, in its separate financial statements, carries its investments in subsidiaries at fair value through other comprehensive income (FVOCI).
Page 23
21 NOTES TO THE GROUP ANNUAL FINANCIAL STATEMENTS (continued) 1. MATERIAL ACCOUNTING POLICIES (continued) Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 1.3 Joint arrangements – Distribution Centre The Group, through a separate real estate investment subsidiary, co -developed and holds a 50% undivided share in the Truworths Africa distribution centre (TDC Airport) which is let to the main operating subsidiary of the Truworths Africa segment, Truworths Ltd. TDC Airport is co-owned with King Air Industria (KAI) under a co-ownership agreement. The TDC Airport distribution centre was developed on industrial land subject to a 99 -year lease. This arrangement is classified as a joint operation in terms of IFRS 11 : Joint Arrangements, as both parties equally share all assets, liabilities, revenues, and expenses, and jointly direct all relevant activities. The Group accordingly recognises its 50% share of the joint arrangement's assets, liabilities, and transactions in its consolidated financial statements. 1.4 Significant judgements and estimates in the preparation of annual financial statements In the preparation of the annual financial statements, management is required to make judgements, estimates and assumptions that affect the application of accounting policies and the reported income, expenses, assets, liabilities and disclosure of contingent assets and liabilities. Actual results in the future could differ from these estimates made and these differences may be material to the financial statements within the next reporting period. Significant areas of estimation, uncertainty and critical judgements made in applying the Group’s accounting policies that potentially have a material effect on the amounts recognised in the financial statements are as follows: a) Impairment of non-financial assets The Group assesses its non-financial assets for impairment in terms of the accounting policy set out in note1.11. Impairment assessments require significant judgement. The Group evaluates amongst other things current trading performance,climate- related risks, the business and macroeconomic outlook, technological advancements and the potential redeployment of assets. Refer to notes 2, 3, 4 and 5 for further detail on the specific judgements applied in assessing each class of non - financial assets for impairment (or impairment reversal). b) Expected credit loss (ECL) allowance on financial assets The Group's trade receivables portfolio is its most significant financial asset. ECL allowances are assessed separately for the active and charged-off portfolios respectively at each reporting date, using a three-stage model: Stage 1 - no significant increase in credit risk since initial recognition (accounts current or less than 30 days past due): ECL measured over the next 12 months. Stage 2 - significant increase in credit risk (account arrears exceeding 30 daysup to 90 days): lifetime ECL recognised; interest accrued on gross carrying amount. Stage 3 - credit-impaired (account arrears exceeding 90 days, aligned to the Group's internal default definition): lifetime ECL recognised; interest accrued on net carrying amount only.The Group’s definition of credit-impaired is aligned to its internal definition of default which occurs when a customer’s account is in arrears for more than 90 days based on contractual payment requirements. The ECL model incorporates forward -looking macroeconomic variables in South Africa - including debt service cost to income (SA Reserve Bank), retail sales growth, Gross Domestic Product (GDP) growth, and unemployment (Statistics SA), modelled using linear regression and reviewed bi-annually by an independent analytics consultancy. Governance is provided by the Credit Loss Provision Committee appointed by the board of Truworths Ltd, the Group's licensed credit provider. Refer to notes 10 and 24.4 for quantitative ECL disclosures, stage analysis, and macroeconomic scenarios. c) Bad debts Active trade receivables (i.e. in-store accounts reflecting a balance owing to the Group) are assessed for charge-off or write- off when: the customer has been in default for 210 days; and the customer has not made a qualifying payment since account billing in the immediately preceding calendar month; or the customer has not met certain behavioural risk score cut-offs (holdback criteria) determined by the Group’s account management practices. These behavioural risk score cut -offs are not met when the Group’s internal and external scorecards identify that there is no or only remote possibility of payment.
Page 24
22 NOTES TO THE GROUP ANNUAL FINANCIAL STATEMENTS (continued) 1. MATERIAL ACCOUNTING POLICIES (continued) Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 1.4 Significant judgements and estimates in the preparation of annual financial statements (continued) c) Bad debts (continued) Accounts that meet the criteria set out above are either charged -off or written-off based on further assessment as set out below: Accounts that show some likelihood of curing over a period longer than 210 days based on the Group’s behavioural risk scorecards are charged -off from the active trade receivables portfolio and moved to a separate charged -off trade receivables portfolio with bespoke collections strategies applied to them, with rehabilitation as the key outcome. There are separate criteria within the charged -off trade receivables portfolio to write -off (derecognise) accounts when scorecards indicate further deterioration resulting in no reasonable expectation of recovery. Accounts that do not meet the behavioural risk qualifying criteria to be included in the charged -off portfolio are written off (derecognised). Furthermore, accounts that are subject to legal processes (i.e. in legal status) are written off immediately. d) Useful lives and residual value of assets The Group assesses the estimated useful lives and residual values of property, plant and equipment and intangible assets at each reporting date annually. These estimates take cognisance of current market and trading conditions for the Group’s specific assets. In addition, the useful life estimates consider the risk of obsolescence due to advances in technology. Refer to notes 2 and 5 for further detail. The Group’sacquired trademarks are judged to have indefinite useful lives as they are prominent and established fashion apparel and footwear brands in their respective markets. For this reason, there is no foreseeable limit to the period over which the trademarks are expected to generate net cash inflows for the Group. The useful lives of trademarks are assessed at each reporting date. This judgement is based on the market and trading conditions applicable to the Group and management’sexpectations and strategy for the use of the trademarks. Refer to note 5 for further detail. e) Allowances for inventories The allowance for markdown represents the estimated difference between the cost of inventory and its expected net realisable value, based on historical markdown trends and end-of-season clearance objectives. The shrinkage allowance is calculated by applyin g historical shrinkage rates to inventory on hand between the most recent physical count and the reporting date. Refer to note 9 for further detail. f) Fair value of subsidiaries The fair value of subsidiaries in the Company annual financial statements is determined using recognised valuation methodologies. These include third-party valuation multiples (specifically enterprise value (EV) to earnings before interest, tax and depreciation (EBITDA), adjusted for control, marketability and other relevant factors, applied to sustainable EBITDA levels), discounted cash flow valuations, arm’s length contractual buy-out prices, and net asset value. Refer to notes 2 and 8.6.1 of the Company annual financial statements for further detail. g) Taxation The Group operates across multiple tax jurisdictions in Africa , the UK and Europe. Deferred tax assets are recognised for temporary differences and assessed losses only to the extent that it is probable that future taxable profits will be available against which such amounts can be utilised. Management applies judgement in interpreting applicable tax legislation and in determining the appropriate treatment of uncertain tax positions. Where it is not probable that a tax authority will accept a tax treatment adopted by the Group , the uncertainty is reflected in the tax provision using the most likely amount or the expected value method. Refer to notes 8 and 28 for further detail. h) Lease term and Incremental Borrowing Rate (IBR) The Group's retail store s predominantly have terms of five years or less, consistent with the Group's strategy to maintain flexibility in the fast-changing retail landscape. Accordingly, it is generally not possible at the time of entering into the lease to determine with reasonab le certainty whether an option to extend the lease (if available) will be exercised, as the sales and profitability of a retail store are subject to several unknown factors including the development of new retail space in close proximity and the on-going migration of sales from stores to online platforms . In the case of individually significant leases, based on sales, profitability, geographic spread and key retail locations, the Group considers the inclusion of extension options in the assessment of the lease term, provided that such inclusion does not res ult in the lease term exceeding ten years. For all other leases that are not considered to be individually significant, no option periods are included in the assessment of the lease term.
Page 25
23 NOTES TO THE GROUP ANNUAL FINANCIAL STATEMENTS (continued) 1. MATERIAL ACCOUNTING POLICIES (continued) Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 1.4 Significant judgements and estimates in the preparation of annual financial statements (continued) h) Lease term and Incremental Borrowing Rate (IBR) (continued) The IBR is calculated using actual external borrowing margins adjusted for market rates, duration, country, and currency, as the implicit rate in leases is not readily determinable. i) Insurance cell captive The Group's short -term insurance cell captive, underwritten by Old Mutual Alternative Risk Transfer , is not consolidated. Under South African insurance legislation, all cell assets and liabilities vest in the insurer; accordingly, the cell does no t constitute a silo in terms of IFRS 10: Consolidated Financial Statements. The Group's exposure is financial (not insurance) risk; the investment is classified as an asset atfair value through profit or loss (FVTPL) under IFRS 9: Financial Instruments. The cell captive is outside the scope of IFRS 17 : Insurance Contracts as the Group neither issues nor holds insurance contracts and does not carry insurance risk as claims in excess of insured limits are covered by third-party contracts. Refer to note 7.1 for further detail. j) Post-retirement medical benefits The Group provides limited post-retirement medical benefits and obtains an actuarial valuation annually of its net obligation in this regard. The key assumptions applied in arriving at the net obligation relate to mortality rates and other demographic information, medical inflation rates, investment return, the discount rate and current market conditions, and are determined in consultation with an expert actuary with full knowledge of the Group’s post -retirement medical aid policy. Refer to note 17.1 for further detail. k) Bank overdraft The classification of the Group's South African rand-denominated general short-term banking (overdraft) facility is assessed at each reporting date. The assessment considers the contractual terms of the facility, including whether it is repayable on demand, how the facility is managed as part of the Group's cash management activities, and whether balances r egularly fluctuate between positive and overdrawn positions as part of the normal working capital cycle. Based on this assessment, the facility is classified either as a component of cash and cash equivalents or as interest-bearing borrowings. Refer to notes 11 and 15 for further detail. l) Joint arrangement A joint arrangement can be classified as a joint venture or joint operation depending on the structure, legal form and contractual arrangement thereof, and is therefore subject to the exercise of judgement. The Group, through a separate real estate investment subsidiary, co -developed and owns a 50% undivided share in a distribution centre which is let to the main operating subsidiary of the Truworths Africa segment, Truworths Ltd. The Group determined this arrangement to be a joint operation as a result of the following facts and circumstances: The Group’s real estate investment subsidiary and KAI collectively direct all the relevant activities of the joint arrangement, as per the contractual agreements; Both parties have a 50% exposure to all returns and shortfalls in the joint arrangement; Both parties were equally responsible for the development of the distribution centre; and In accordance with the co-ownership agreement, both parties are responsible for the liabilities, costs and expenses of the arrangement relative to their undivided share. m) Charitable trusts The Group carries on its charitable and enterprise development activities through four trusts, namely the Truworths Chairman’s Foundation, the Truworths Community Foundation, the Truworths Social Involvement Trust and the Truworths Enterprise Development Trust. These Trusts were initially funded by the Group’s main operating subsidiary in the Truworths Africa segment, Truworths Ltd, and use the investment returns earned on the trust assets to fund the Group’s charitable and enterprise development activities. Charitable activities are conducted under the “Truworths Involved” banner. Based on the assessment performed by management in the 2024 financial year, it was concluded that the Group exercises control over these trusts in accordance with IFRS 10: Consolidated Financial Statements, as the Group has decision-making power over the t rusts' relevant activities and is exposed to variable returns from those activities, notwithstanding that the trust investments, income and capital may never be returned to the Group. Accordingly, these trusts are consolidated in the Group results.
Page 26
24 NOTES TO THE GROUP ANNUAL FINANCIAL STATEMENTS (continued) 1. MATERIAL ACCOUNTING POLICIES (continued) Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 1.4 Significant judgements and estimates in the preparation of annual financial statements (continued) n) Going concern assessment The directors have reviewed the Group’s budget, cash flow and working capital forecasts and medium -term financial forecasts. On the basis of this review, and taking into account the Group’s strong financial position at the reporting date as well as the lev el of existing borrowing facilities and the Group’s overall borrowing capacity, the directors are satisfied that the Group is a going concern and have continued to adopt the going concern basis in preparing the annual financial statements. All covenants related to the Group’s borrowings, which include gearing and debt serviceability ratios, have been met throughout the period and show significant headroom on an actual and forecast basis. 1.5 Foreign currency translation Functional and presentation currencies Each entity in the Group determines its own functional currency depending on the country of operation of the entity, and items included in the financial statements of each entity are measured in that currency. Translation of foreign currency transactions and balances Transactions in foreign currencies are translated to the entity’s functional currency at exchange rates prevailing at the date of the transaction. Subsequent to initial measurement, monetary assets and liabilities in foreign currencies are translated to the entity’s functional currencyat exchange rates prevailing at the reporting date. Non-monetary items in foreign currencies carried at cost are translated to the entity’s functional currencyusing the exchange rate at the date of the transaction, whilst assets in foreign currencies carried at fair value are translated to the entity’s functional currencyat the exchange rate when the fair value was determined. Exchange differences arising on the settlement of monetary items or on translation of monetary items at rates different from those at which they were translated at initial recognition are recognised in profit or loss. Exchange differences on non - monetary items carried at fair value are recognised in profit or loss, except where the fair value adjustments are recognised in other comprehensive income, in which case the translation differences arising are recognised in other comprehensive income. Translation for consolidation For financial statement consolidation purposes, the assets and liabilities of entities with a functional currency other than the ZAR are translated into ZAR at the exchange rates prevailing at the reporting date, and their income and expenses are translated at the average exchange rates of the reporting period, with the exception of individually significant transactions that occur on specific dates that are translated at the prevailing exchange rates on those dates. Exchange differences arising on translation for consolidation are recognised in other comprehensive income in a separate foreign currency translation reserve (FCTR). 1.6 Property, plant and equipment Initial recognition and measurement An item of property, plant and equipment is recognised as an asset if it is probable that future economic benefits associated with the item will flow to the entity, and the cost of the item can be reliably measured. Each item that qualifies for recognition is initially measured at cost and includes any costs directly attributable to bringing the asset to the location and conditio n necessary for it to be capable of operating in the manner intended by management. Subsequent measurement The Group's property, plant and equipment comprise of land and buildings, furniture and fittings, motor vehicles, plant and equipment, and computer equipment. All items are carried at cost less accumulated depreciation and any accumulated impairment losses. Subsequent expenditure is capitalised only where it is probable that future economic benefits will flow to the Group and the cost can be reliably measured. Depreciation Assets other than land are depreciated to their estimated residual values on a straight-line basis over their expected useful lives. The depreciation expense is recognised in profit or loss in the depreciation and amortisation expense category. Depreciation commences when an asset is available for its intended use, and ceases temporarily if the residual value exceeds or is equal to the carrying amount. The following estimated useful lives apply:
Page 27
25 NOTES TO THE GROUP ANNUAL FINANCIAL STATEMENTS (continued) 1. MATERIAL ACCOUNTING POLICIES (continued) Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 1.6 Property, plant and equipment (continued) Depreciation (continued) Buildings 10 – 20 years Plant and equipment 10 – 20 years Furniture and fittings (including shopfittings) 5 – 10 years Computer equipment 5 years Motor vehicles 4 years Derecognition Gains or losses arising on disposal or scrapping of property, plant and equipment, being the difference between the net proceeds on disposal or scrapping and the carrying amount, are included in profit or loss in the period of derecognition. Impairment Property, plant and equipment are subject to impairment testing. Refer to notes 1.4a) and 1.11. 1.7 Goodwill Initial recognition and measurement Goodwill arising from a business combination is initially measured at cost, being the excess of the aggregate of the fair value of the consideration transferred and the amount (if any) recognised for the non-controlling interest over the fair value of the net identifiable assets acquired and liabilities assumed. If the consideration is lower than the fair value of the net assets of the subsidiary acquired, the difference is a bargain purchase gain and is recognised in profit or loss. Goodwill arising on business combinations is carried at cost less accumulated impairment losses. Goodwill is tested for impairment at least annually at the cash-generating unit (CGU) level. Impairment losses on goodwill are not reversed. For more information refer to notes 1.4a), 1.11 and note 4. 1.8 Trademarks The Group’s acquired trademarks are classified as intangible assets with indefinite useful lives. This classification reflect s the established nature of these brands and the Group's ongoing strategy to invest in and maintain them. Trademarks are carried at cost less accumulated impairment losses. Impairment testing is performed annually and, reversals of previously recognised impairment losses are permitted. Refer to note 1.4a), 1.11 and note 5 for further detail. 1.9 Computer software Computer software is classified as an intangible asset with a finite useful life. Capitalised computer software includes purchased software (including customisation and installation costs) and internally developed software meeting the IAS 38 capitalisation criteria. Computer software is stated at cost less accumulated amortisation and a ccumulated impairment losses, if any. Expenditure incurred to restore or maintain the originally assessed future economic benefits of existing software is recognised in profit or loss. Amortisation Computer software is amortised to its estimated residual value on a straight-line basis over its expected useful life of 5 to 6 years from the date it is available for use . The amortisation expense is recognised in profit or loss in the depreciation and amortisation expense category. Derecognition Gains or losses arising on disposal or scrapping of computer software, being the difference between the net proceeds on disposal or scrapping and the carrying amount, are included in profit or loss in the period of derecognition. Impairment and impairment reversal Computer software is subject to impairment testing. Refer to notes 1.4a) and 1.11. 1.10 Leases The Group recognises a ‘right-of-use (ROU) asset’ in respect of its leases of immovable property, representing the right to use the underlying asset, and the liability to make lease payments over the lease term, with the exception of short -term leases and leases of low-value assets.
Page 28
26 NOTES TO THE GROUP ANNUAL FINANCIAL STATEMENTS (continued) 1. MATERIAL ACCOUNTING POLICIES (continued) Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 1.10 Leases (continued) Practical expedients elected Short-term leases (term of 12 months or less) and leases of low -value assets are not recognised on -balance sheet. Payments are expensed on a straight-line basis. Refer to note 26.4. The Group does not separate lease and non -lease components for immovable property leases due to the complexity involved and level of judgement required . Fixed non -lease components such as operating cost recoveries and merchants' association contributions are included in the ROU asset and lease liability. Recognition and Measurement The Group recognises a ROU asset and lease liability at the lease commencement date at a value equal to the present value of future lease payments over the lease term, discounted using the Group’s relevantIBR for the respective lease. Any lease incentives received, initial direct cost and dismantling cost are included in the initial cost of the ROU asset. Fixed lease payments and variable payments tied to an index or rate are included in the lease liability. Turnover -based variable rental payments are excluded and expensed as incurred ( refer to note 26.4). The ROU asset is depreciated on a straight-line basis over the lease term andis measured subsequently at cost less accumulated depreciation and impairment losses. The lease liability is measured at amortised cost, increased for interest and reduced for lease payments. Lease modifications The lease liability is re -measured when there is a modification to a term that was not contained in the original lease agreement and such modification is not accounted for as a separate lease per IFRS 16: Leases. For lease modifications which are not accounted for as separate leases, the amount of the re -measurement of the lease liability is accounted for as an adjustment to the correspondingROU asset and if the ROU asset is reduced to zero then any further reduction in the lease liability will be recognised in profit or loss. A revised discount rate is applied when lease payments are updated for a change in the lease term. When lease payments are updated for a change in payments that are dependent on an index or rate, the original discount rate is applied unless the rate is a floating interest rate. Impairment of ROU assets ROU assets are subject to impairment testing. Refer to notes 1.4a) and 1.11. Group as a lessor The Group classifies its sub-leases as operating leases. Rental income is recognised on a straight-line basis over the lease term and included in other income. 1.11 Impairment of non-financial assets Non-financial assets (including property, plant and equipment, ROU assets, goodwill, and trademarks) are reviewed for impairment at each reporting date and whenever indicators of impairment exist. Goodwill and trademarks with indefinite useful lives are tested at least annually. The recoverable amount is the higher of fair value less costs of disposal and value in use, determined at the individual asset level where possible, or at the CGU level where assets do not generate independent cash flows. Impairment losses are recognised i n profit or loss. Except for goodwill, impairment losses may be reversed in a subsequent period if the circumstances that caused the impairment have changed, but only to the extent of the original carrying amount that would have applied had no impairment been recognised. The Group's most significant impairment assessments relate to the Office UK trademarks and the retail store ROU asset portfolio. Refer to notes 1.4a), 3, and 5.
Page 29
27 NOTES TO THE GROUP ANNUAL FINANCIAL STATEMENTS (continued) 1. MATERIAL ACCOUNTING POLICIES (continued) Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 1.12 Financial instruments Financial instruments are recognised only when the Group becomes party to the contractual provisions of the instrument. The classification of financial assets is based on the entity’s business model for managing the financial assets and the contractual cash flow characteristics of the financial assets. Financial instruments are initially measured at fair value plus, in the case of a financial asset or liability not at FVTPL, transaction costs directly attributable to the acquisition or issue of t he financial asset or financial liability. Subsequent measurement and impairment for each category is specified below. The Group's financial instruments and their classifications are summarised below: Financial instrument Classification Measurement basis Assets Trade and other receivables Amortised cost Amortised cost less expected credit loss (ECL) allowance Assets held at fair value comprises of the below: Investment in money market funds FVTPL Net asset value per fund Insurance cell captive FVTPL Net asset value per insurer Mutual fund investments: charitable trusts & retirement benefits FVTPL Quoted unit prices Personal lines insurance arrangement FVOCI (irrevocable election) Net asset value per insurer Unlisted investment FVOCI (irrevocable election) Most recently traded share price Investments in subsidiaries (company only) FVOCI (irrevocable election) Comparable market EV/EBITDA multiples, DCF valuation, contractual buy-out options, and net asset value Loans and receivables Amortised cost Effective interest method Cash and cash equivalents Amortised cost Effective interest method Financial instrument Classification Measurement basis Liabilities Derivative financial liabilities (Forward exchange contracts) FVTPL Market-traded forward rates Put option liabilities (NCI) FVTPL Discounted value of contractual buy-out price Interest-bearing borrowings Amortised cost Effective interest method Lease liabilities Amortised cost Effective interest method Trade and other payables Amortised cost Effective interest method Bank overdraft Amortised cost Effective interest method Trade receivables with interest-free deferred settlement: Where merchandise is sold on interest -free terms, the receivable is initially recognised at fair value. The difference between the nominal amount and fair value represents a significant financing component (notional interest recognised as interest income using the effective interest method over the interest - free period). Refer to note 1.20. FVOCI instruments: Gains and losses on FVOCI instruments are recognised in other comprehensive income and are not reclassified to profit or loss on derecognition. Offset Financial assets and liabilities are offset and the net amount reported in the statement of financial position when there is a current legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously.
Page 30
28 NOTES TO THE GROUP ANNUAL FINANCIAL STATEMENTS (continued) 1. MATERIAL ACCOUNTING POLICIES (continued) Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 1.12 Financial instruments (continued) Derecognition of financial assets and liabilities Financial assets are derecognised when contractual cash flow rights expire or substantially all risks and rewards are transferred. Financial liabilities are derecognised when the obligation is discharged, cancelled, or expires. Refer to note 24 for financial risk management disclosures and the fair value hierarchy. 1.13 Cash and cash equivalents Cash and cash equivalents comprise cash on hand, current account balances and short-term deposits (mainly overnight call accounts) in accordance with the Group's treasury policy. Cash equivalents are short-term highly liquid investments that are readily convertible to known amounts of cash which are subject to an insignificant risk of change in value , and exclude investments in money market funds which are classified as assets at fair value per note 1.12 above . Cash and cash equivalents are classified as financial assets measured at amortised cost. Bank overdrafts are classified as cash and cash equivalents and only when they form an integral part of the Group's cash management activities. Management assesses whether these criteria are met based on the contractual terms and utilisation of the relevant facilities. Refer to note 11 and note 15 for further information. 1.14 Expected credit loss (ECL) allowances on financial assets The Group recognises an allowance for ECLs for all debt instruments not held at FVTPL. ECLs arethe probability-weighted estimates of credit losses based on the difference between the contractual cash flows due in accordance with the contract and the cash flows that the Group expects to receive, discounted using the blended, portfolio -level effective interest rate of the in-store account portfolio an d the original effective interest rate applicable to other financial assets held at amortised cost. ECL allowances are recognised for all financial assets measured at amortised cost . The Group's primary ECL allowances relate to its trade receivables portfolios. Refer to note 1.4a) for significant judgements, and to notes 10 and 24.4 for quantitative disclosures. 1.15 Inventories Inventories comprising finished goods, manufacturing work-in-progress and raw materials (comprising mainly apparel fabrics and trims) are valued at the lower of cost and net realisable value using the weighted average cost method. Allowances are made for markdown and shrinkage, where appropriate. Write -downs to net reali sable value and inventory losses are recognised in profit or loss in the reporting period in which the write -downs or losses occur. The net realisable value of inventories is the estimated selling price in the ordinary course of business, less the estimate d costs of completion (where applicable) less the estimated costs to make the sale. Inventories are physically verified at least once a year through the performance of inventory counts, and shortages identified are written off immediately. An allowance is raised at the reporting date, based on historical trends, for inventory losses judged to have been incurred between the last physical count and the reporting date. 1.16 Treasury shares Shares in the Company repurchased and held by Group subsidiaries, as well as unvested shares held by a Group subsidiary for employee participants in the Group’s 2012 share plan, are classified as treasury shares. The cost price of these shares, together with related transaction costs, is deducted from equity. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the Group’s treasury shares. The issued and weighted average number of shares of the Company is reduced by the treasury shares for the purposes of the basic and headline earnings per share calculations. Dividends received on treasury shares are eliminated on consolidation, except to the extent that they are paid to participants in the 2012 share plan. When treasury shares held for participants in the 2012 share plan vest and are transferred to such participants, the shares are no longer classified as treasury shares deducted from equity and their number isthen taken into accountfor the purposes of basic and headline earnings per share calculations. When treasury shares are subsequently cancelled, the Company’s share capital andshare premium (if any) are reduced by the cost of the shares with the number of shares deducted from both the number of shares in issue and the weighted average number of shares. Once the Company’s share premium ha s been fully depleted by such reductions, the premium on repurchased shares is deducted from retained earnings.
Page 31
29 NOTES TO THE GROUP ANNUAL FINANCIAL STATEMENTS (continued) 1. MATERIAL ACCOUNTING POLICIES (continued) Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 1.17 Employee benefits The Group remunerates its employees with short-term employee benefits and participates in seven defined contribution retirement funds and one defined benefit post-retirement healthcare fund. In addition, certain employees are remunerated with share-based payments. Short-term employee benefits Salaries, bonuses, and annual leave are recognised as the related services are rendered. Leave and bonus provisions are recognised in terms of IAS 19: Employee Benefits when a legal or constructive obligation exists. Defined contribution plans The Group participates in seven defined contribution retirement funds across its operating territories (refer to note 27.2). Employer contributions are expensed as services are rendered. Defined benefit post-retirement healthcare plan The Group subsidises post-retirement medical aid contributions for employees who joined before 30 June 2000 and who retire while in the Group's employ. The plan is closed to new entrants. The net benefit obligation is measured annually by an independent actuary using the projected unit credit method. Remeasurements are recognised immediately in other comprehensive income and are not recycled to profit or loss. Refer to note 17 for further detail. Share-based payments Equity-settled restricted/performance shares, and share/performance appreciation rights (collectively ‘equity- based awards’) Employees of the Group, including executive directors, receive remuneration in the form of equity-based awards, whereby they render services in exchange for such equity-based awards which are, or are referenced to, the Company’sJSE-listed shares. The cost of the services to be received from employees and the corresponding increase in the equity-settled compensation reserve are measured with reference to the fair value of the Company’sshares on the date on which the equity-based awards are granted. The cost of these equity-based awards is recognised in profit or loss, together with a corresponding increase in total equity under the equity-settled compensation reserve, over the vesting period. The cumulative expense recognised for equity- based awards granted at each reporting date until the vesting date reflects the extent to which the vesting period has expired, as well as the Group’sbest estimate of the number of equity-based awards that will ultimately vest. The estimate is revised if subsequent information indicates that the number of equity-based awards expected to vest differs from previous estimates. No expense is recognised for equity-based awards that do not ultimately vest. Where awards are made subject to a market- based performance condition, the awards are treated as vested irrespective of whether the condition is satisfied, provided that all other performance and/or service conditions are satisfied. Where the terms of an award are modified, as a minimum, an expense is recognised as if the terms had not been modified. In addition, an expense is recognised for any modification that increases the total fair value of the equity-based awards, or is otherwise beneficial to the employee as measured at the date of modification. However, if a new award is substituted for a cancelled award and designated as a replacement award on the date that it is granted, the cancelled and new awards are treated as if they were a modification of the original award, as described above. The effect of unvested equity-based awards is reflected in the computation of diluted earnings per share. Refer to note 30.2 for further detail. 1.18 Taxes The tax expense consists of current tax and deferred tax. Current tax Current tax represents the expected tax payable on taxable income for the period, calculated using tax rates enacted or substantively enacted at the reporting date. Current tax is recognised in profit or loss except where the underlying transaction was recognised in other comprehensive income or equity, in which case it is recognised in the same component.
Page 32
30 NOTES TO THE GROUP ANNUAL FINANCIAL STATEMENTS (continued) 1. MATERIAL ACCOUNTING POLICIES (continued) Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 1.18 Taxes (continued) Deferred tax Deferred tax is provided using the comprehensive balance sheet method in respect of all temporary differences between accounting carrying amounts and their corresponding tax bases. Deferred tax assets are recognised only to the extent it is probable that sufficient future taxable profit will be available against which the deductible temporary differences, unused tax losses or unused tax credits can be utilised . The Group's deferred tax positions are assessed on a per -jurisdiction basis across its African, UK and European operations. The carrying amount of deferred tax assets is reviewed at the reporting date and reduced to the extent that it is no longer probable that sufficient future taxable income will be available to allow all or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets are reassessed at each reporting date and are recognised to the extent that it has become probable that future taxable income will allow the deferred tax assets to be recovered. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply when the asset is realised or the liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted at the reporting date. Deferred tax assets and deferred tax liabilities are off -set, if the Group has a legally enforceable right to set off current tax assets against current tax liabilities and the deferred taxbalances relate to income taxes levied by the same taxation authority on the same taxable entity. Deferred tax is recorded in profit or loss, unless the underlying transaction that led to the tax expense was accounted for in other comprehensive income or equity. In such an event, the tax expense is also recorded in other comprehensive income or equity, as appropriate. Dividends tax Dividends tax in South Africa is levied on the beneficial owner of shares and is not recognised in the Group's profit or loss. Amounts withheld and payable to SARS are included in trade and other payables. Refer to notes 20 and 28. 1.19 Provisions Provisions are recognised when the Group has a present legal or constructive obligation as a result of a past event, an outflow of resources is probable, and the obligation can be reliably estimated. The expense related to any provision is recognised in profit or loss. If the effect of the time value of money is material, a discount rate is applied to determine the present value of the provision. Where discounting is applied, the annual increase in the provision due to the passage of time is recognised as an interest expense in profit or loss. The Group's provisions comprise: Sales returns: Customers have a right of return of up to 30 days for merchandise purchased. The Group recognises a refund liability (measured at the expected amount to be refunded) and a corresponding right-of-return asset (measured at the former carrying amount of expected returned inventory). Both are updated at each reporting date. Leave pay and bonus provisions: These provisions are recognised as services are rendered in terms of IAS 19: Employee Benefits. Store closure commitments: A provision is raised where leases require the dismantling of store fixtures and restoration of leased premises to their original condition when they are vacated, unless they are in the scope of IFRS 16: Leases. Refer to note 21 for further detail.
Page 33
31 NOTES TO THE GROUP ANNUAL FINANCIAL STATEMENTS (continued) 1. MATERIAL ACCOUNTING POLICIES (continued) Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 1.20 Revenue Revenue is recognised when control of goods or servicesprovided by the Groupis transferred to the customer, in an amount reflecting the consideration to which the Group expects to be entitled under IFRS 15 : Revenue. Variable consideration adjustments (promotional vouchers, staff discounts, notional interest on interest -free accounts, and the sales return s provision) are deducted from retail sales. Notional interest on interest -free accounts constitutes a significant financing component in terms of IFRS 15.63. The revenue streams are as below: Revenue Stream Revenue Recognition Point Key Policy Notes Retail sales (in-store) Point of sale Net of staff discounts, promotional vouchers, and sales returns provision and subject to 30-day right of return E-commerce sales On delivery to customer Subject to 30-day right of return Concession sales (Group as principal) Point of sale to end customer Commissions to concession grantors expensed, not deducted from revenue and subject to 30-day right of return Wholesale sales On transfer of control to wholesaler Lay-by sales Final payment received and goods handed over to customer Interest income (trade receivables) Effective interest method on gross (Stage 1/2) or net (Stage 3) carrying amount Notional interest on interest-free plans is a variable consideration adjustment per IFRS 15.63 Commission income As earned per contractual terms Net presentation where Group acts as agent Financial services income and display fees As earned per contractual terms Includes insurance commissions, list fees, and account service fees Management fees Over time as services are rendered Refer to note 25. 1.21 Other income Lease rental income Lease rental income from leases or sub-leases is recognised on a straight-line basis over the lease term. Contingent rental income is recognised when it becomes contractually due. Dividends receivable Dividends receivable are recognised when the Group’s right to receive the payment is established, which typically arises on the record date, or the payment date if no record date is specified. 1.22 Cost of sales Cost of sales includes all costs of purchase, costs of conversion and other costs incurred in bringing inventories to their present location and condition. Costs of purchase include the purchase price (net of rebates and discounts, if any), royalties paid, import duties and other taxes (to the extent that they are not recoverable), as well as relevant depreciation, employment, occupancy and other operating costs relating to transport and distribution. Inventory shrinkage and write-offs are included in cost of sales when recognised. Trade discounts, settlement discounts and other similar items are deducted in determining the costs of purchase.
Page 34
32 NOTES TO THE GROUP ANNUAL FINANCIAL STATEMENTS (continued) 1. MATERIAL ACCOUNTING POLICIES (continued) Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 1.22 Cost of sales (continued) Cost of sales is recognised as an expense when the related inventory is recognised as an expense, generally when control of the related merchandise transfers to the customer. 1.23 Finance costs Finance costs comprise interest on the Group's revolving credit facility , term loan, lease liabilities, lease restoration provisions, bank overdraft, and fair value movements in respect of financial liabilities at FVTPL. Refer to note 26.7. 1.24 IFRS, amendments and IFRIC interpretations issued but not yet effective Various IFRS Accounting Standards, amendments and IFRIC interpretations that have been issued and are not yet effective have been considered by the Group. It was determined by management that they are either not applicable to the Group or will not have a m aterial impact on the Group’s financial reporting. These IFRS Accounting Standards, amendments and IFRIC interpretations are listed below: Description Effective date (Reporting periods beginning on or after) IFRS 9 and IFRS 7 amendments: Classification and Measurement of Financial Instruments 1 January 2026 Annual Improvements to IFRS Accounting Standards— Volume 11 1 January 2026 IFRS 9 and IFRS 7 amendments: Contracts Referencing Nature-dependent Electricity 1 January 2026 IFRS 19: Subsidiaries without Public Accountability: Disclosures 1 January 2027 IAS 21 amendment: Translation to a Hyperinflationary Presentation Currency 1 January 2027 IFRS 20: Regulatory Assets and Regulatory Liabilities 1 January 2029 The following IFRS Accounting Standards may have a material impact on the Group’s financial reporting, and are being assessed for adoption in future periods when they become effective. Description Effective date (Reporting periods beginning on or after) IFRS 18: Presentation and Disclosure in Financial Statements 1 January 2027
Page 35
33 NOTES TO THE GROUP ANNUAL FINANCIAL STATEMENTS (continued) Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 Plant, equipment, Motor furniture Computer Land Buildings vehicles and fittings equipment Total Note Rm Rm Rm Rm Rm Rm 2 PROPERTY, PLANT AND EQUIPMENT 2026 Balance at the beginning of the reporting period, net of accumulated depreciation and impairment 51 687 4 1,905 121 2,768 Additions - 105 2 460 56 623 Write-offs and disposals - - - (5) - (5) Cost - (1) (1) (74) (1) (77) Accumulated depreciation - 1 1 69 1 72 Movement in exchange rates through other comprehensive income - (9) - (40) (2) (51) Cost - (14) - (62) (6) (82) Accumulated depreciation - 5 - 22 4 31 Depreciation - (12) (2) (332) (42) (388) Impairment 26.6, 32.1 - - - (1) - (1) Balance at the reporting date, net of accumulated depreciation and impairment 51 771 4 1,987 133 2,946 Reconciliation as at 28 June 2026 Cost 51 904 28 4,521 389 5,893 Accumulated depreciation and impairment - (133) (24) (2,534) (256) (2,947) Net carrying amount 51 771 4 1,987 133 2,946 2025 Balance at the beginning of the reporting period, net of accumulated depreciation and impairment 51 730 5 1,629 118 2,533 Additions - 10 1 523 39 573 Write-offs and disposals - (1) - - - (1) Cost - (4) (1) (130) (3) (138) Accumulated depreciation - 3 1 130 3 137 Movement in exchange rates through other comprehensive income - 1 - 14 1 16 Cost - 3 - 22 3 28 Accumulated depreciation - (2) - (8) (2) (12) Depreciation - (15) (2) (296) (37) (350) Transfers - (38) - 38 - - Impairment 26.6, 32.1 - - - (3) - (3) Balance at the reporting date, net of accumulated depreciation and impairment 51 687 4 1,905 121 2,768 Reconciliation as at 29 June 2025 Cost 51 814 31 4,204 340 5,440 Accumulated depreciation and impairment - (127) (27) (2,299) (219) (2,672) Net carrying amount 51 687 4 1,905 121 2,768 2026 2025 Rm Rm Estimated replacement and insured value* 8,684 7,953 During the period the Group reviewed the residual values and useful lives of its property, plant and equipment and no material adjustments were required. * Not an indication of fair value.
Page 36
34 NOTES TO THE GROUP ANNUAL FINANCIAL STATEMENTS (continued) Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 2026 2025 Note Rm Rm 3 RIGHT-OF-USE ASSETS Balance at the beginning of the reporting period, net of accumulated depreciation and impairment 3,341 3,545 Buildings 3,266 3,470 Land 75 75 Additions in respect of new or renewed leases 651 374 Lease modifications, re-measurements and terminations 1,095 526 Depreciation (1,161) (1,136) Buildings (1,160) (1,136) Land (1) -* Impairment of right-of-use assets 26.6 (31) (35) Truworths Africa segment (31) (35) Reversal of previously recognised right-of-use assets impairments 25 - 18 Office UK segment - 18 Movement in exchange rates through other comprehensive income (100) 49 Balance at the reporting date, net of accumulated depreciation and impairment 3,795 3,341 Comprising of right-of-use assets in respect of: Buildings 3,721 3,266 Land 74 75 *Zero due to rounding Impairment testing of right-of-use assets Management relies on a number of internal and external qualitative and quantitative indicators to determine which right-of-use assets to assess for impairment. The main internal indicator relates to the profitability of the right -of-use asset or the cash - generating unit to which it has been assigned. Refer to the Operating context section of the Directors’ reportfor further detail. The recoverable amount of the cash-generating units to which the right-of-use assets belong has been determined based on their value-in-use using the discounted cash flow approach. Cash flow projections, covering the remaining lease period, were based on historical information, financial budgets and forecasts approved by senior management. Key assumptions applied in the value in use calculations and sensitivity analyses The value in use of cash generating units to which the right-of-use assets have been assigned is most sensitive to the following assumptions: Sales growth rate Gross profit margin Head office cost allocation Working capital requirements The discount rate applied in determining the present value of future cash flows
Page 37
35 NOTES TO THE GROUP ANNUAL FINANCIAL STATEMENTS (continued) Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 3 RIGHT-OF-USE ASSETS (continued) Impairment testing of right-of-use assets (continued) 2026 2025 Truworths Africa Assumptions applied Pre-tax discount rate applied to projected cash flows (%) 13.7 14.4 Discount rate calculated using the following variables: Risk-free rate, based on the annualised yield of a South African government issued bond with a maturity of five years (%) 7.8 8.5 Market risk premium (% points) 6.0 6.0 Beta value (:1) 1.2 1.1 Office UK Assumptions applied Pre-tax discount rate applied to projected cash flows (%) -* 21.6 Discount rate calculated using the following variables: Risk-free rate, based on the annualised yield of a UK government issued bond with a maturity of five years (%) -* 4.0 Market risk premium (% points) -* 5.0 Beta value (:1) -* 1.3 * No impairment indicators were identified for any Office UK leased properties during the current period. Accordingly, no impairment testing was performed. 2026 2025 Rm Rm 4 GOODWILL Balance at the beginning and end of the reporting period 294 294 Goodwill relates to the acquisitions in prior periods of the Earthchild, Uzzi and Naartjie businesses and is allocated to the Truworths Ltd cash-generating unit. The goodwill cannot generate cash flows largely independently from other assets in the Truworths Ltd cash-generating unit and is therefore tested for impairment at the cash-generating unit level annually. Based on the performance and fair value of the Truworths Ltd cash-generating unit and the broader macro environment, management has concluded that there are no internal or external quantitative or qualitative indicators of impairment. The fair value of the Truworths Ltd cash-generating unit is determined based on income valuation multiples, specifically enterprise value (EV)/EBITDA, adjusted for control, marketability and other relevant factors. Refer to note 8.6.1 in the Company annual financial statements for inputs used in the determination of the said fair value.
Page 38
36 NOTES TO THE GROUP ANNUAL FINANCIAL STATEMENTS (continued) Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 Computer Trademarks software Total Note Rm Rm Rm 5 INTANGIBLE ASSETS 2026 Balance at the beginning of the reporting period, net of accumulated amortisation and impairment 1,514 111 1,625 Additions - 51 51 Write-offs - - - Cost - (11) (11) Accumulated amortisation - 11 11 Amortisation 26.2 - (32) (32) Movement in exchange rates through other comprehensive income (154) (7) (161) Cost (415) (25) (440) Accumulated amortisation - 18 18 Accumulated impairment 261 - 261 Balance at the reporting date, net of accumulated amortisation and impairment 1,360 123 1,483 Reconciliation as at 28 June 2026 Cost 3,696 523 4,219 Accumulated impairment (2,336) - (2,336) Accumulated amortisation - (400) (400) Net carrying amount 1,360 123 1,483 2025 Balance at the beginning of the reporting period, net of accumulated amortisation and impairment 1,432 102 1,534 Additions - 60 60 Write-offs and disposals - (15) (15) Cost - (18) (18) Accumulated amortisation - 3 3 Amortisation 26.2 - (40) (40) Movement in exchange rates through other comprehensive income 82 4 86 Cost 235 14 249 Accumulated amortisation - (10) (10) Accumulated impairment (153) - (153) Balance at the reporting date, net of accumulated amortisation and impairment 1,514 111 1,625 Reconciliation as at 29 June 2025 Cost 4,111 508 4,619 Accumulated impairment (2,597) - (2,597) Accumulated amortisation - (397) (397) Net carrying amount 1,514 111 1,625 2026 2025 Rm Rm Trademarks Office UK segment 1,244 1,398 Truworths Africa segment 116 116 Balance at the reporting date, net of accumulated impairment 1,360 1,514
Page 39
37 NOTES TO THE GROUP ANNUAL FINANCIAL STATEMENTS (continued) Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 5 INTANGIBLE ASSETS (continued) Trademarks (continued) Office UK segment The Office UK trademarks comprise the store brands, Office (including the Office private label product brand) and Offspring. These trademarks have been allocated to the Office UK cash -generating unit at the acquisition date fair value, which was determined using the relief from royalty method. These Office and Offspring brands are well established in the UK market and are associated with a wide, curated range of fashion footwear. For this reason, there is no foreseeable limit to the period o ver which the trademarks are expected to generate net cash inflows for the Group, and they are therefore considered to have indefinite useful lives. Accordingly, the trademarks are not amortised but are tested for impairment annually. Impairment testing of trademarks The Office UK trademarks were partially impaired in the 2019 and 2020 reporting periods, following significant pressure on the profitability of the Office UK business. From the 2022 reporting period the business recovered, supported by management’s turnaround measures, a low prior-year base and pent-up demand as the UK economy reopened after the COVID-19 restrictions were lifted. Improved profitability was sustained through the 2023 and 2024 reporting periods, with sales performance above estimates and the gross profit margin benefiting from closer alignment with the Group’s buying and markdown methodologies. In the 2024 reporting period, management considered all internal and external qualitative and quantitative impairment reversal indicators and concluded that the improvement in the overall performance of the business supported a reversal of a portion of the previously recognised trademark impairments. Management determined the recoverable amount of the Office UK trademarks as the higher of fair value less costs of disposal and value in use. Fair value less costs of disposal was determined based on the relief from royalty method. Key assumptions applied in the fair value less costs of disposal calculations include: Royalty rate, with reference to internal and external royalty rates in the Group Long-term projected UK growth rates Sales growth rate Pre-tax discount rate applied to projected cash flows Based on the relief from royalty valuation, management determined that the recoverable amount of the Office UK trademarks was between £54 million and £60.5 million, with a midpoint of £57.1 million. Management accepted the midpoint of the valuation range, which resulted in a reversal of previously recognised impairment losses of £43.2 million, before tax, in the 2024 reporting period. Throughout the reporting period , the UK macro environment remained volatile and uncertain. Expense growth remained elevated, mainly due to National Minimum Wage and National Insurance Contribution increases. The sales growth rate continued to slow. The risk-free rate applied in the impairment testing was 5.0% (2025: 4.5%), and the Bank of England base rate was 3.75% (2025: 4.25%) at the period end. Management reviewed the performance of Office UK and reassessed the trademarks based on the latest sales forecasts. The reassessment confirmed that the current recoverable amount of the Office UK trademarks is not less than its carrying value and remains within the range determined in the 2024 reporting period. Management therefore concluded that no impairment loss, and no further reversal of the previously recognised impairment losses, was required at the reporting date.
Page 40
38 NOTES TO THE GROUP ANNUAL FINANCIAL STATEMENTS (continued) Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 2026 2025 5 INTANGIBLE ASSETS (continued) Trademarks (continued) Office UK segment (continued) The following assumptions were used in the impairment testing during the current period: Terminal growth rate (%) 1.4 1.4 Royalty rate (%) 3.25 3.25 Pre-tax discount rate applied to projected cash flows (%) 19.2 19.3 Discount rate calculated using the following variables: Risk-free rate, based on the annualised yield of a UK government issued bond with a maturity of 10 years (%) 5.0 4.5 Market risk premium (% points) 5.0 5.0 Beta value (:1) 1.2 1.3 The above variables are consistent with external sources of information. Truworths Africa segment The Truworths Africa segment’s trademarks comprise the Earthchild, Uzzi, Naartjie and Loads of Living trademarks and are allocated to the Truworths Ltd cash-generating unit. All these brands are well established in the South African market and for this reason there is no foreseeable limit to the period over which they are expected to generate net cash inflows for the Group. The trademarks are therefore considered to have indefinite useful lives. Impairment testing of trademarks The Earthchild, Uzzi, Naartjie and Loads of Living trademarks cannot generate cash flows largely independently from other assets in the Truworths Ltd cash -generating unit and are therefore tested for impairment at the cash -generating unit level. Based on the performance and fair value of the Truworths Ltd cash -generating unit and the broader macro environment, management has concluded that there are no internal or external quantitative or qualitative indicators oftrademark impairment. The fair value of the Truworths Ltd cash -generating unit is determined based on income valuation multiples, specifically enterprise value (EV)/EBITDA, adjusted for control, marketability and other relevant factors. Refer to note8.6.1 in the Company annual financial statements for inputs used in the determination of the said fair value. 2026 2025 Note Rm Rm 6 DERIVATIVE FINANCIAL LIABILITIES Forward exchange contracts 24.1 8 25 Forward exchange contracts The Group uses forward exchange contracts to reduce its foreign currency exposure arising from imports into South Africa. These contracts are marked -to-market, are classified as held -for-trading financial assets/liabilities and are measured at fair value. The fair value is determined as the difference between the contract price of forward exchange contracts entered into by the Truworths Africa segment and the price of market traded forward exchange contracts with similar maturity profiles at the reporting date.
Page 41
39 NOTES TO THE GROUP ANNUAL FINANCIAL STATEMENTS (continued) Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 2026 2025 Note Rm Rm 7 ASSETS HELD AT FAIR VALUE Non-current portion of assets held at fair value 368 353 Mutual fund investments: Retirement benefits 5 10 Insurance cell captive 7.1 15 25 Personal lines insurance business arrangement 19 17 Unlisted investment 1 1 Mutual fund investments: Charitable trusts 7.2 328 300 Current portion of assets held at fair value 2,022 2,224 Investment in money market funds 7.3 2,022 2,224 Fair value at the reporting date 24.1 2,390 2,577 Refer to note 24.3.3 for further information relating to other price risk. 7.1 Insurance cell captive The Group's insurance cell became operative with effect from 1 July 2013. This cell, underwritten by Old Mutual Alternative Risk Transfer, receives a portion of the Group's short -term insurance premiums and meets the Truworths Ltd’s corporate short-term insurance claims as and when they arise up to a prescribed limit. The interest in the insurance cell is represented by an investment in 1 C1 Class variable rate redeemable profit participatin g preference share in Old Mutual Alternative Risk Transfer Insure Limited entitling the Group to the profits of the cell. Dividends received by the Group on this share are accounted for as dividend income. The Group is required to ensure that the insurance cell remains in a financially sound position at all times and maintains capital adequacy requirements (CAR) as determined by various regulatory bodies andOld Mutual Insure. If the Group fails to maintain the CAR it will be required to subscribe for further shares at a premium sufficient to restore the insurance cell to a financially sound position. The Group does not carry insurance risk with regard to the insurance cell captive as any claims in excess of the claims cap are covered by third party insurance contracts. The insurance cell has been valued at its net asset value at the reporting date in accordance with the agreement with Old Mutual Insure and approximates fair value. 2026 2025 Note Rm Rm Fair value at the beginning of the reporting period 25 24 Premiums received during the period 5 4 Dividend income received during the period (15) - Claims paid during the period (1) (1) Fair value adjustment 32.1 1 (2) Fair value at the reporting date 15 25 7.2 Mutual fund investments: Charitable trusts Mutual fund investments held by the Group’scharitable trusts comprise units in various South African collective investment schemes. These investments are held to generate a return to fund the Group’scharitable donations made under the “Truworths Involved”banner. These mutual fund investments, along with the other charitable and enterprise development trust assets (predominantly cash) are held in trust for the benefit of the trust beneficiaries. Neither these assets nor the income earned thereon can be used or accessed by the Group for its own benefit and the assets must be distributed to third parties in accordance with the trust deeds on dissolution of the trusts. These mutual fund investments have been valued at the quoted unit prices at the close of business on the reporting date which approximate fair value.
Page 42
40 NOTES TO THE GROUP ANNUAL FINANCIAL STATEMENTS (continued) Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 7 ASSETS HELD AT FAIR VALUE (continued) 7.3 Investment in money market funds The Group invests cash in short-term money market funds administered by reputable global asset managers. These investments comprise highly liquid, low volatility net asset value money market instruments of the highest credit rating. These investments allow for same day liquidity, have a weighted average duration of less than 90 days, and offer higher interest rates compared to traditional call and current accounts while maintaining low risk. While these investments carry an insignificant risk of fair value fluctuation, they do not satisfy the requirements of IAS 7 for classification as cash and cash equivalents. In the Truworths Africa segment, the money market fund interest rates varied between 6.85% and 9.04% for the period (2025: between 7.57% and 9.41% for the period). In the Office UK segment, money market fund interest rates varied between 1.85% and 4.35% for the period (2025: between 1.94% and 5.34% for the period). 2026 2025 Note Rm Rm 8 DEFERRED TAX Net deferred tax asset for Truworths Africa 8.1 236 252 Net deferred tax liability for Truworths Africa 8.2 (55) (43) Net deferred tax liability for Office UK 8.3 (347) (351) Net deferred tax liability (166) (142) Balance at the beginning of the reporting period Credited/ (debited) to profit or loss Movement through other comprehensive income Balance at the reporting date Note Rm Rm Rm Rm 8.1 Analysis of the Truworths Africa segment net deferred tax asset: 2026 Asset 1,183 71 - 1,254 Lease liabilities 833 85 - 918 Trade and other receivables 175 (3) - 172 Post-retirement medical benefit obligation 26 - - 26 Provisions 37 (3) - 34 Trade and other payables 25 4 - 29 Inventories 58 (2) - 56 Assessed tax losses 10 (9) - 1 Other 19 (1) - 18 Liability (931) (87) - (1,018) Property, plant and equipment (148) - - (148) Right-of-use assets (716) (78) - (794) Prepayments (34) (1) - (35) Trademarks (22) - - (22) Share-based payments (8) (13) - (21) Straight-line operating lease (1) 6 - 5 Other (2) (1) - (3) Net deferred tax asset for Truworths Africa* 28.1 252 (16) - 236 *The Group measures and reports deferred tax at a taxpayer (entity) level. Certain taxpayers in the Truworths Africa segment have net deferred tax assets while others have net deferred tax liabilities. As a result, the Truworths Africa segment has net deferred tax assets and liabilities that are separately reported as offsetting is not permitted.
Page 43
41 NOTES TO THE GROUP ANNUAL FINANCIAL STATEMENTS (continued) Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 Balance at the beginning of the reporting period Credited/ (debited) to profit or loss Movement through other comprehensive income Balance at the reporting date Rm Rm Rm Rm 8 DEFERRED TAX (continued) 8.1 Analysis of the Truworths Africa segment net deferred tax asset (continued): 2025 Asset 1,302 (119) - 1,183 Lease liabilities 895 (62) - 833 Trade and other receivables 239 (64) - 175 Post-retirement medical benefit obligation 26 - - 26 Provisions 37 - - 37 Trade and other payables 25 - - 25 Inventories 64 (6) - 58 Assessed tax losses 8 2 - 10 Other 8 11 - 19 Liability (998) 67 - (931) Property, plant and equipment (135) (13) - (148) Right-of-use assets (793) 77 - (716) Prepayments (34) - - (34) Trademarks (22) - - (22) Share-based payments (11) 3 - (8) Straight-line operating lease - (1) - (1) Other (3) 1 - (2) Net deferred tax asset for Truworths Africa 28.1 304 (52) - 252 Balance at the beginning of the reporting period Credited/ (debited) to profit or loss Movement through other comprehensive income Balance at the reporting date Rm Rm Rm Rm 8.2 Analysis of the Truworths Africa segment deferred tax liability: 2026 Assets - 11 - 11 Lease liabilities - 3 - 3 Assessed tax - 8 - 8 Liabilities (43) (23) - (66) Property, plant and equipment - (8) - (8) Right-of-use assets - (2) - (2) Straight-line - (7) - (7) Charitable trusts’ investments (43) (5) - (48) Other - (1) - (1) Net deferred tax liability for Truworths Africa (43) (12) - (55) 2025 Liabilities (36) - (7) (43) Charitable trusts’ investments (36) - (7) (43) Net deferred tax liability for Truworths Africa (36) - (7) (43)
Page 44
42 NOTES TO THE GROUP ANNUAL FINANCIAL STATEMENTS (continued) Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 8 DEFERRED TAX (continued) 8.2 Analysis of the Truworths Africa segment deferred tax during the period is as follows (continued): In accordance with paragraph 47 of IAS 12, deferred tax balances are measured using the tax rates expected to apply when the asset is realised or the liability is settled, based on tax rates enacted or substantively enacted at the reporting date. During the period, Namibia and Botswana had corporate tax rate changes. In Namibia the corporate tax rate decreased to 30% (2025: 31%) and in Botswana it increased to 24.5% (2025: 22%). The impact of these changes on the Group’s deferred tax balances is immaterial and accordingly, no separate monetary disclosures have been presented in the Group’s consolidated financial statements. However, full details of these adjustments are disclosed in the subsidiary’s annual financial statements. Balance at the beginning of the reporting period Credited/ (debited) to profit or loss Movement through other comprehensive income Balance at the reporting date Note Rm Rm Rm Rm 8.3 Analysis of the Office UK segment net deferred tax liability: 2026 Asset 12 2 (1) 13 Provisions 12 2 (1) 13 Liability (363) (37) 40 (360) Trademarks (250) - - (250) Property, plant and equipment (13) (37) - (50) Movement in exchange rates through other comprehensive income (100) - 40 (60) Net deferred tax liability for Office UK 28.1 (351) (35) 39 (347) 2025 Asset 27 (16) 1 12 Provisions - 12 - 12 IFRS 16 transition allowance** 3 (3) - - Property, plant and equipment (7) 2 5 - Movement in exchange rates through other comprehensive income 31 (27) (4) - Liability (328) (13) (22) (363) Trademarks (250) - - (250) Property, plant and equipment - (13) - (13) Movement in exchange rates through other comprehensive income (78) - (22) (100) Net deferred tax liability for Office UK 28.1 (301) (29) (21) (351) ** In accordance with His Majesty’s Revenue and Customs department's (HMRC's) accepted approach, a transitional adjustment was calculated at the adoption of IFRS 16 in the 2019 financial period to align the accounting and tax treatment. This adjustment has been amortised and fully realised over the weighted average remaining lease term of the affected lease portfolio, estimated at five years.
Page 45
43 NOTES TO THE GROUP ANNUAL FINANCIAL STATEMENTS (continued) Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 2026 2025 Rm Rm 9 INVENTORIES Gross inventories 3,052 2,854 Finished goods 2,934 2,730 Raw materials and work-in-progress 118 124 Allowances for markdown and shrinkage* (382) (389) Net inventories at the reporting date 2,670 2,465 Allowances as a % of gross inventories (%) 12.5 13.6 Allowances as a % of finished goods (%) 13.0 14.2 Allowances for markdown and shrinkage Balance at the beginning of the reporting period 389 417 Movement for the period (7) (28) Allowance raised 388 384 Allowance reversed (380) (420) Movement in exchange rates through other comprehensive income (15) 8 Balance at the reporting date 382 389 * During the reporting period inventory shrinkage and write offs to the value of R83 million (2025: R87 million) were expensed in cost of sales. Please refer to note 26.1. The challenges experienced in the macro environment did not have a material impact on inventory provisioning as management proactively manages inventory levels taking into account the impact that macro factors are expected to have on merchandise clearance rates. 2026 2025 Note Rm Rm 10 TRADE AND OTHER RECEIVABLES Trade receivables: Active portfolio 10.1 5,074 5,109 Trade receivables: Charged-off portfolio 10.2 155 143 Other receivables^ 24.1, 24.4.1 200 186 Right-of-return asset 30 35 Trade and other receivables at the reporting date 5,459 5,473 ^ Other receivables comprise of amounts owed by concession partners as well as suppliers for recharged marketing costs. These amounts are assessed for impairment and are presented net of their respective expected credit loss (ECL) allowances. The ECL allowances in respect of other receivables are not material and are therefore not separately disclosed.
Page 46
44 NOTES TO THE GROUP ANNUAL FINANCIAL STATEMENTS (continued) Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 2026 2025 Note Rm Rm 10 TRADE AND OTHER RECEIVABLES (continued) 10.1 TRADE RECEIVABLES: ACTIVE PORTFOLIO Gross trade receivables 6,484 6,448 Expected credit loss allowance 10.1.1 (1,410) (1,339) Trade receivables: Active portfolio 10 5,074 5,109 Expected credit loss allowance to gross active trade receivables (%) 21.7 20.8 The active trade receivables portfolio comprises in-store account receivables that have neither been charged off (refer to note 10.2 below) nor been written off as bad debt as they do not meet the Group’s charge-off and write-off criteria. The Group’s active trade receivables have payment terms ranging between six and twelve months. The debtors’ days at the reporting date were 234 days (2025: 230 days). Interest is charged on all interest-bearing plans and on all overdue accounts in accordance with legislative provisions in the country of operation and the Group’s terms and conditions applicable to accounts. The interest rates charged fluctuate in accordance with changes to the relevant central bank or financial authority reference rate. The rates charged during the current period were between 14.75% and 25.4% (2025 : 14.75% and 28.15% ), which are equal to or lower than the maximum rates legislated. Refer to notes 24.3.2 and 24.4 for further information relating to interest rate and credit risk. 2026 2025 Rm Rm 10.1.1 Expected credit loss allowance Active portfolio Balance at the beginning of the reporting period 1,339 1,302 Movement for the period 71 37 Allowance utilised (747) (690) Allowance transferred to charged-off trade receivables ECL allowance (456) (427) Allowance raised 1,274 1,154 Balance at the reporting date 1,410 1,339 The measurement of expected credit losses in respect of the active trade receivables portfolio is disclosed in note 24.4.1. At the reporting date, the ECL allowance to gross trade receivables in the active portfolio increased to 21.7% from 20.8% (2025: increased to 20.8% from 20.3%) of gross trade receivables. The increase in the ECL allowance as a percentage of gross active trade receivablesis due to deteriorating collections performance experienced in the second half of the financial period as customers’ disposable income came underpressure from the fuel-price shocks in South Africa due to the conflict in the Middle East. After due consideration of all the facts and consultation with the Group’s external specialist consultants, the directors consider the carrying amount of the active trade receivables portfolio to approximate its fair value. 2026 2025 Note Rm Rm 10.2 TRADE RECEIVABLES: CHARGED-OFF PORTFOLIO Gross trade receivables 573 543 Expected credit loss allowance 10.2.1 (418) (400) Trade receivables: Charged-off portfolio 10 155 143 Expected credit loss allowance to charged-off trade receivables (%) 72.9 73.7
Page 47
45 Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 NOTES TO THE GROUP ANNUAL FINANCIAL STATEMENTS (continued) 10 TRADE RECEIVABLES (continued) 10.2 TRADE RECEIVABLES: CHARGED-OFF PORTFOLIO The charged-off trade receivables portfolio represents accounts that have been charged-off from the active trade receivables portfolio, but that have not been written off as bad debt as there is some expectation of future payment. The charged -off portfolio accounts are managed using bespoke collection strategies, with rehabilitation as the key outcome. These accounts are regularly assessed against the Group’s risk criteria and written off in the event of further deterioration if there is no reasonable expectation of recovery. Accounts in the charged -off portfolio that have been successfully rehabilitated (i.e. become paid up) will be assessed for credit and, should they meet the Group’s strict credit risk and affordability criteria, their holders can re -apply for a credit facility with the Group and if successful will be allowed to shop again. Refer to note 24.4 for further information relating to credit risk. 2026 2025 Rm Rm 10.2.1 Expected credit loss allowance Charged-off portfolio Balance at the beginning of the reporting period 400 401 Movement for the period 18 (1) Allowance transferred from active trade receivables ECL allowance 456 427 Allowance utilised (342) (335) Allowance released (96) (93) Balance at the reporting date 418 400 The measurement of expected credit losses in respect of the charged -off trade receivables portfolio is disclosed in note 24.4.1. After due consideration of all the facts and consultation with the Group’s external specialist consultants, the directors consider the carrying amount of the charged-off trade receivables portfolio to approximate its fair value. 2026 2025 Note Rm Rm 11 CASH AND CASH EQUIVALENTS Balances with banks 472 787 Cash on hand 168 177 Cash and cash equivalents at the reporting date 640 964 Bank overdraft* 15, 24.5 - (975) Net cash and cash equivalents at the reporting date 640 (11) Balances with banks comprise current account b alances and short -term deposits (mainly overnight call accounts) in accordance with the Group's treasury policy. Balances with banks earn interest at floating daily bank deposit and call rates. Call account rates in the Truworths Africa segment varied between 0.5% and 7.4% for the period (2025: 0.5% and 8.4%). The deposit and current account rates in the Office UK segment varied between 1.28% and 3.50% for the period (2025: 1.96% and 4.2%). In addition to the cash and cash equivalents above, the Group also invests in highly liquid, low volatility net asset value money market funds, which are classified as assets held at fair value. Refer to note 7.3 for further information. *The bank overdraft forms part of a South African Rand-based general short-term banking facility. Effective 31 January 2026, the facility was increased from R2.0 billion (R300 million committed and R1.7 billion uncommitted) to R2.8 billion and became a single, uncommitted facility. The change in the facility, together with the higher levels of utilisation, resulted in the overdraft no longer fluctuating between a paid -up and overdrawn position in the ordinary course of the Group’s cash management activities. This is reflected in the increase in the overdraft balance from R975 million to R1,249 million. Management therefore determined that the overdraft no longer met the IAS 7 requirements for classification as cash and cash equivalents. Accordingly, the overdraft has been classified as interest-bearing borrowings from the date on which it ceased to meet these requirements. Refer to note 15 for further information on the bank overdraft.
Page 48
46 Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 NOTES TO THE GROUP ANNUAL FINANCIAL STATEMENTS (continued) 11 CASH AND CASH EQUIVALENTS (continued) The Group funds its liquidity needs through cash generated from operations and in the Truworths Africa segment through available overdraft and revolving credit facilities(RCF). Cash flow forecasts are prepared to determine the future liquidity needs of the business and borrowing facilities are activated accordingly. In the Truworths Africa segment short-term working capital requirements are funded through the overdraft facility, while longer-term cash flow requirements are funded through the RCF. Refer to note 15 for further information relating to interest-bearing borrowings. Refer to notes 24.3.2 and 24.4.3 for further information relating to interest rate risk and credit risk management, respectively. 2026 2025 R'000 R'000 12 SHARE CAPITAL Ordinary share capital Authorised 650 000 000 (2025: 650 000 000) ordinary par value shares of 0.015 cent each 98 98 Issued and fully paid 400 551 604 (2025: 408 498 899) ordinary par value shares of 0.015 cent each 60 61 Issued share capital and share premium (if any) are stated as the amount of the proceeds received on the issue of shares less directly attributable issue costs (if any). The Company has one class of ordinary shares which carry no rights to fixed income. The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company’s shareholders. 2026 2025 Number Number of shares of shares Note 000's 000's x Reconciliation of movement in issued shares Balance at the beginning of the reporting period 408,499 408,499 Shares repurchased and cancelled 13 (7,947) - Balance at the end of the reporting period 400,552 408,499 Treasury shares held by subsidiaries 13 (38,461) (33,138) Number of shares in issue (net of treasury shares) 362,091 375,361 Treasury shares to issued shares at the reporting date (%) 9.6 8.1 During the period, 7,947,295 repurchased shares were cancelled and delisted from the JSE, A2X and NSX at an aggregate nominal value of R1,192 and an aggregate share premium of R425,256,824.
Page 49
47 NOTES TO THE GROUP ANNUAL FINANCIAL STATEMENTS (continued) Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 2026 2025 Number Number 2026 2025 of shares of shares Cost Cost Note 000's 000's Rm Rm 13 TREASURY SHARES Balance at the beginning of the reporting period 33,138 36,248 1,782 1,920 Movement for the period: 5,323 (3,110) 331 (138) Options vested in terms of the 1998 share option scheme - (229) - (14) Shares vested in terms of the 2012 share scheme (2,502) (2,881) (117) (124) Shares repurchased by the Company and subsidiaries 17,147 - 949 - Repurchased shares cancelled 12 (7,947) - (425) - Treasury shares sold (1,375) - (76) - Balance at the reporting date 12 38,461 33,138 2,113 1,782 2026 2025 Market value at the reporting date (Rm) 2,138 2,353 Market value at the reporting date (Rand per share) 55.58 71.01 Average purchase price since inception of the repurchase programme (Rand per share) 40.95 39.44 The memorandum of incorporation of the Company’s wholly-owned subsidiaries Truworths Ltd and Truworths Trading (Pty) Ltd enables them to acquire the Company’s shares, subject to the relevant provisions of the Companies Act and the JSE Listings Requirements. During the period, 17,147,295 shares were repurchased at an average price of R55.32 and for an aggregate nominal value of R2 572 and an aggregate premium of R948 529 984. Of these shares, 7,947,295 were purchased by the company and cancelled (refer to note 12 above), and the balance of 9,200,000 shares were purchased by Truworths Trading and retained as treasury shares. These share repurchases were effected in terms of special resolutions passed by the Company. In terms of the Companies Act, a maximum of 10% in aggregate of the company’s issued shares is capable of being held by subsidiaries of the Company. Shares repurchased by the Company are periodically cancelled and delisted. The directors of the respective companies have performed the required solvency and liquidity tests required by the Companies Act and are satisfied that the compan ies in question have met the requirements of these tests prior to and, where applicable, immediately after the conclusion of the above share repurchase transactions.
Page 50
48 NOTES TO THE GROUP ANNUAL FINANCIAL STATEMENTS (continued) Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 2026 2025 Note Rm Rm 14 NON-DISTRIBUTABLE RESERVES Equity-settled compensation reserve 14.1 370 388 Put options held by non-controlling interests reserve 14.2 - (18) Personal lines insurance business arrangement reserve 14.3 20 17 Net unrealised gains reserve 14.4 2 137 Foreign currency translation reserve 14.5 (409) 69 Balance at the reporting date (17) 593 14.1 Equity-settled compensation reserve Balance at the beginning of the reporting period 388 391 Equity-settled share-based payments expensed during the period 27.5.1 92 127 Cost of shares vested and transferred to participants in terms of the 2012 restricted share scheme (110) (124) Utilisation of reserves on exercise of 1998 share scheme options - (6) Balance at the reporting date 370 388 14.2 Put options held by non-controlling interests reserve Balance at the beginning of the reporting period (18) (17) Revaluation of put option liability 33 22 Acquisition of non-controlling interest (13) (16) Non-controlling interest derecognised (14) (7) Transfer between reserves 12 - Balance at the reporting date - (18) 14.3 Personal lines insurance business arrangement reserve Balance at the beginning of the reporting period 17 13 Fair value adjustment through other comprehensive income 3 4 Balance at the reporting date 20 17 14.4 Net unrealised gains reserve Balance at the beginning of the reporting period 137 112 Fair value adjustment through other comprehensive income - 25 Transfer between reserves (135) - Balance at the reporting date 2 137 14.5 Foreign currency translation reserve Balance at the beginning of the reporting period 69 (166) Movement in foreign currency translation reserve through other comprehensive income (477) 237 Movement in foreign currency translation reserve through other comprehensive income attributable to non-controlling interests (1) (2) Balance at the reporting date (409) 69
Page 51
49 NOTES TO THE GROUP ANNUAL FINANCIAL STATEMENTS (continued) Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 2026 2025 Note Rm Rm 15 INTEREST-BEARING BORROWINGS Credit facilities 15.1 1,205 1,479 Bank overdraft 15.2 1,249 - 2,454 1,479 15.1 Credit facilities Balance at the beginning of the reporting period 1,479 1,476 Borrowings repaid (268) - Finance costs incurred 24.6 108 135 Finance costs paid (114) (132) Balance at the reporting date, comprising: 1,205 1,479 - -Current portion of interest-bearing borrowings 1,205 1,479 SA Rand-based credit facilities 1,200 1,468 Unsecured, variable-rate revolving credit facility 1,200 1,200 Unsecured, variable-rate term loan facility (green loan) - 268 Accrued interest on interest-bearing borrowings 5 11 Balance at the reporting date 1,205 1,479 The SA Rand -based interest-bearing borrowings comprise of an unsecured variable -rate 12-month notice revolving credit facility (RCF) of R1.2 billion advanced to the Truworths Africa segment’s main operating subsidiary, Truworths Ltd at the reporting date. The South African Reserve Bank has announced the replacement of the three-month Johannesburg Interbank Rate (JIBAR) with ZARONIA (South African Rand Overnight Index Average) with the cessation date set at 31 December 2026. The RCF agreement has been amended to reference ZARONIA with effect from 11 June 2026. This change is not expected to have a material impact on the Group. The RCF bears interest at a margin of 1.40 percentage points above the ZARONIA rate (2025: 1.30 percentage points above three-month Johannesburg Interbank Rate (JIBAR)) and requires drawdowns and interest to be repaid at the end of each quarterly interest period. The facility expires 12 months after notice is given by the lender. The ZARONIA rate in respect of the interest period applicable at the reporting date was 6.86% p.a. (2025: three-month JIBAR at 7.32% p.a.). At the reporting date, this facility was fully drawn (2025: fully drawn). Until December 2025 , the Group had an unsecured variable rate green loan facility of R350 million, of which R268 million was utilised, advanced to the Truworths Africa segment’s real estate investment company to fund the Group’s share of the land and construction costs of th e new distribution centre. Construction was completed in November 2023. The facility was concluded in December 2022 with a three -year tenor and bore interest at a margin of 1.35 (2025: 1.35) percentage points above the three-month JIBAR. The green loan was fully repaid during the current financial period and, accordingly, no amount is outstanding at the reporting date. The SA Rand-based RCF is subject to bank covenants which are measured against the results of the Group, excluding the Office UK segment. The covenants measure leverage (net debt to EBITDA) and interest cover. The Group met all the bank covenants relating to these interest -bearing borrowings during the period, with significant headroom in the covenant thresholds. The amortised cost of these borrowings approximates their fair values.
Page 52
50 NOTES TO THE GROUP ANNUAL FINANCIAL STATEMENTS (continued) Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 2026 2025 Note Rm Rm 15 INTEREST-BEARING BORROWINGS (continued) 15.2 Bank overdraft Bank overdraft classified as borrowings at the beginning of the reporting period - - Change in classification of overdraft from cash and cash equivalents* 1,082 - Overdraft utilised 167 - Finance costs incurred 24.6 80 - Finance costs paid (80) - Balance at the reporting date 1,249 - * The bank overdraft has been classified as interest-b earing borrowings in the current period as it no longer meets the IAS 7 requirements for classification as cash and cash equivalents. The bank overdraft forms part of a South African Rand-based general short -term banking facility of R2.8 billion (2025: R2 billion, of which R300 million is committed and R1.7 billion is uncommitted). This facility bears interest at 2.3 percentage points (2025: between 2.0 and 2.3 percentage points) below the prime lending rate in South Africa depending on the average utilisation. Interest is settled monthly. Refer to notes 24.3.2 and 24.5 for further information relating to interest rate risk and liquidity risk management respectively. The amortised cost of these borrowings approximates their fair values. 16 PUT OPTION LIABILITY The Group, via Truworths UK Holdco 1 Ltd, granted put options to Office UK management in respect of their non-controlling interest in Truworths UK Holdco 2 Ltd which gave the holders the right to sell their shares in Truworths UK Holdco 2 Ltd in tranches. The remaining 0.3% shares held by Office UK management in the prior period were purchased by Truworths UK Holdco 1 Ltd in the current period. The exercise price of these options was designed to approximate the fair value of the shares on the exercise date, being a multiple of the Truworths UK Holdco 2 Ltd EBITDA, adjusted for net debt or cash. The discount rate applied in determining the present value of the liability in the prior period was the forecasted SONIA plus 1.39 percentage points. Any changes in the redemption amount of the liability were recognised directly in non -distributable reserves. Accordingly, changes in the valuation assumptions did not have any impact on profit or loss. 17 POST-RETIREMENT MEDICAL BENEFIT NET OBLIGATION The Group participates in and contributes towards defined benefit healthcare funds forcertain employees. Refer to note 27.3 for further information on such funds. Employees who joined the Group prior to 1 July 2000 and who have been members of these funds uninterruptedly since 1 January 2001, continue to enjoy Group subsidised healthcare contributions after retirement. The subsidy lapses if an employee transfers between the approved funds. The Group’s net post-retirement medical benefit obligation represents the present value of the defined benefit obligation, calculated by an independent actuary using the projected unit credit method, less the fair value of plan assets. The measurement of the obligation is sensitive to changes in the principal actuarial assumptions, including the discount rate and expected medical cost inflation, as well as demographic assumptions such as mortality, withdrawal and retirement age. The nature of the benefits provided under the post -retirement medical benefit plan exposes the Group to changes in the life expectancy of beneficiaries and changes in the future medical expenses that could impact the contributions to be paid by the Group. The plan assets expose the Group to market risk. Plan assets comprise collective investment scheme units and level annuities underwritten by an insurer. The plan is not exposed to any significant concentration of risk in relation to its assets as is evident from the breakdown of the assets onthe next page. On an annual basis, level annuities are purchased from an insurer to cover the cost of the subsidies payable for eligible pensioners at the level of healthcare fund contributions set for that year. This purchase is funded from the other plan assets held in collective investment scheme units and premium payments by the employer to the insurer.
Page 53
51 Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 NOTES TO THE GROUP ANNUAL FINANCIAL STATEMENTS (continued) 17 POST-RETIREMENT MEDICAL BENEFIT NET OBLIGATION (continued) The plan is not regulated but is operated in accordance with the Group’s insurance and subsidy policies, andis managed by a Management Committee operating in terms of a written mandate and comprising employees of the Group, representatives of the Group's actuaries and representatives of the insurer underwriting the level annuities. The objectives of the Management Committee are to manage the Group's liability in terms of the post-retirement medical benefit plan, review the viability of the plan, resolve policy implementation and ongoing queries, manage the terms and conditions of the policy, and implement and monitor the execution of the plan's investment mandate. Details of the post-retirement medical benefit net obligation are disclosed below. 2026 2025 Note Rm Rm 17.1 Benefit obligation Present value of obligation (actuarially determined) 128 114 Fair value of plan assets (112) (95) Net benefit obligation 16 19 Weighted average duration of the defined benefit obligation (years) 10 10 An actuarial valuation of the Group's post-retirement medical benefit net obligation is performed annually. Changes in the present value of the obligation are as follows: Balance at the beginning of the reporting period 114 111 Interest cost 12 14 Current service cost 1 1 Benefits paid (8) (8) Actuarial gains on obligations arising from changes in experience - (4) Actuarial losses on obligation arising from changes in financial assumptions 9 - Balance at the reporting date 128 114 Changes in the fair value of plan assets are as follows: Balance at the beginning of the reporting period (95) (83) Interest on plan assets (10) (10) Benefits paid 8 8 Actuarial gains on plan assets (12) (3) Group contributions 32.1 (3) (7) Balance at the reporting date (112) (95) The actual return earned on the Group's post -retirement medical benefit plan assets amounted to R 22 million (2025: R13 million). The difference between the actual and the expected returns on plan assets is reflected as an actuarial gain or loss , recognised in other comprehensive income.
Page 54
52 NOTES TO THE GROUP ANNUAL FINANCIAL STATEMENTS (continued) Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 2026 2025 Rm Rm 17 POST-RETIREMENT MEDICAL BENEFIT NET OBLIGATION (continued) 17.1 Benefit obligation (continued) Net actuarial gains Actuarial gains on obligation arising from changes in experience - (4) Actuarial losses on obligation arising from changes in financial assumptions 9 - Actuarial gains on plan assets (12) (3) Net actuarial gains recognised in other comprehensive income (3) (7) The major categories of plan assets as a percentage of the fair value of total plan assets are as follows: % % Collective investment scheme units, at fair value 45 50 South African: multi asset, high equity funds 31 35 South African: multi asset, low equity funds 14 15 Level annuities, at net present value 55 50 Total 100 100 Plan assets comprise collective investment scheme units and level annuities underwritten by an insurer. The collective investment scheme units are valued at fair value based on quoted market prices. The level annuities are valued at net present value using a discounted cash flow model based on assumptions consistent with those applied in the valuation of the plan obligation. Present value of benefit obligation The Group values its liability in respect of its post-retirement medical benefit net obligation at the reporting date. The following assumptions were made for purposes of such valuation: 2026 2025 x Discount rate (%) 9.1 11.1 Expected medical cost inflation (%) 6.2 7.4 Interest on plan assets (%) 9.1 11.1 Normal retirement age (years) 60 60 Contributions to the plan The Group contributes to the plan by way of premium payments on a periodic basis based on the recommendations of the Management Committee in consultation with the Group's actuaries and the insurer. The Group is expected to contribute between R3 million and R8 million to the plan in the next reporting period, but g iven the uncertainty relating to the number of employees likely to retire in the next reporting period and the level of the actuarial gains in the plan, the Group cannot currently make a reliable estimate of likely funding contributions to the plan in the next reporting period. 2026 2025 Note Rm Rm 17.2 Net benefit expense recognised in profit or loss Interest cost on benefit obligation 12 14 Current service cost 1 1 Interest on plan assets (10) (10) Net benefit expense 26.3, 32.1 3 5
Page 55
53 NOTES TO THE GROUP ANNUAL FINANCIAL STATEMENTS (continued) Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 50 basis points Increase Decrease 17 POST-RETIREMENT MEDICAL BENEFIT NET OBLIGATION (continued) 17.3 Sensitivity analysis (continued) The effect of a 50 basis point fluctuation in the discount rate on the present value of the obligation would be as follows: 2026 Percentage (decrease)/increase in obligation (%) (4.6) 5.0 Present value of the obligation (Rm) 122.5 134.8 2025 Percentage (decrease)/increase in obligation (%) (4.4) 4.8 Present value of the obligation (Rm) 108.9 119.5 100 basis points Increase Decrease The effect of a 100 basis point fluctuation in medical cost inflation on the present value of the obligation would be as follows: 2026 Percentage increase/(decrease) in obligation (%) 10.5 (9.1) Present value of the obligation (Rm) 141.9 116.8 2025 Percentage increase/(decrease) in obligation (%) 10.3 (8.9) Present value of the obligation (Rm) 125.7 103.8 100 basis points Increase Decrease The effect of a 100 basis point fluctuation in medical cost inflation on the aggregate of the current service cost and interest cost components would be as follows: 2026 Percentage increase/(decrease) in aggregate current service and interest costs (%) 11.4 (9.7) Aggregate current service and interest costs (Rm) 13.9 11.2 2025 Percentage increase/(decrease) in aggregate current service and interest costs (%) 11.1 (9.6) Aggregate current service and interest costs (Rm) 14.9 12.1 1 year Increase Decrease The effect of a one-year increase or decrease in the retirement age on the present value of the obligation would be as follows: 2026 Percentage (decrease)/increase in obligation (%) (2.3) 2.3 Present value of the obligation (Rm) 125.4 131.3 2025 Percentage (decrease)/increase in obligation (%) (2.6) 2.6 Present value of the obligation (Rm) 111.1 116.9 There has been no change to the methods applied in the preparation of the sensitivity analysis since the prior reporting period.
Page 56
54 NOTES TO THE GROUP ANNUAL FINANCIAL STATEMENTS (continued) Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 2026 2025 Note Rm Rm 18 LEAVE PAY OBLIGATION Balance at the beginning of the reporting period 104 104 Current leave pay accrual included in trade and other payables 86 82 Non-current leave pay obligation included in non-current liabilities 18 22 Movement for the period 10 - Movement in exchange rates through other comprehensive income (1) - Balance at the reporting date 113 104 Current leave pay accrual included in trade and other payables 20 93 86 Non-current leave pay obligation included in non-current liabilities 20 18 19 LEASES Group as a lessee Lease liabilities Lease liabilities relate mainly to retail store leases, representing the financial obligation of the Group to make lease payments to landlords to use the underlying leased premises over the lease term. Truworths Africa has lease contracts for its trading premises, certain office and storage spaces, two warehouses and one distribution centre , whereas other operating assets, including the head office building, the head office annex, three warehouses, a vacant industrial plot earmarked for future distribution development, an apartment and a number of parkade parking bays, are owned, or part -owned in the case of the new distribution centre . Lease terms for trading premises are typically contracted for periods of five years, with options to renew for a further five years. Some of these leases provide for minimum annual rental payments, together with additional amounts determined based on the sale of merchandise (turnover). Office UK has lease contracts for its trading premises and head office, whereas the distribution centre is owned. Lease terms on trading premises are typically contracted for a 10-year period with a tenant-only break option after 5 years allowing Office UK to exit such leases should it become necessary. Some of these leases provide for minimum rental payments together with additional amounts determined on the basis of sale of merchandise (turnover). The majority of the Group's lease contracts include extension and termination options. These options are negotiated by management to provide fl exibility in managing the retail store portfolio and align with the Group's business needs. Management exercises significant judgement in determining whether these extension and termination options are reasonably certain to be exercised. The value of future cash outflows for leases committed to but that have not yet commenced amounts to R88 million (2025: R70 million). Refer to notes 24.5 and 26.4 for further information relating to leases. 2026 2025 Note Rm Rm 3,742 3,917 619 374 1,097 503 26.7 323 306 (1,451) (1,411) (2) -* (110) 53 4,218 3,742 1,019 1,045 3,199 2,697 4,218 3,742 Balance at the beginning of the reporting period Additions for new or renewed leases Lease modifications, re-measurement and terminations Finance charges Lease payments Movement in exchange rates through profit or loss* Movement in exchange rates through other comprehensive income Balance at the reporting date Current lease liabilities Non-current lease liabilities *Zero due to rounding.
Page 57
55 NOTES TO THE GROUP ANNUAL FINANCIAL STATEMENTS (continued) Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 19 LEASES (continued) Lessee under operating leases (continued) 2026 2025 Rm Rm Cash outflows related to leases Fixed rent 1,451 1,411 Variable lease payments 282 107 1,733 1,518 2026 2025 Note Rm Rm 20 TRADE AND OTHER PAYABLES Trade payables 24.5 1,247 1,104 Other payables and accrued expenses* 689 614 Value-added tax 119 122 Current leave pay accrual 18 93 86 Unredeemed gift vouchers contract liability 50 49 Unclaimed dividends owing to shareholders 32.4 4 4 Withholding tax 7 2 Balance at the reporting date 24.1 2,209 1,981 *Comprises mainly of expense and capital expenditure accruals of R 559 million (2025: R488 million), salary deductions of R67 million (2025: R78 million) and employees’ taxof R45 million (2025: R48 million). The directors consider the carrying amounts of all trade and other payables to approximate their fair values. Terms and conditions of financial and other liabilities: Trade payables are generally non-interest-bearing and are normally settled between 30 and 60 days. Other payables, accrued expenses, value -added tax and withholding tax are non-interest-bearing provided they are settled within their respective credit terms. The unredeemed gift vouchers contract liability is non-interest-bearing and is settled on redemption of the vouchers. Leave pay due to employees is payable on termination of employment. Unclaimed dividends due to shareholders are non-interest-bearing and are payable on demand. Refer to note 24.5 for further information relating to liquidity risk management. 2026 2025 Note Rm Rm 21 PROVISIONS Employment costs 21.1 144 143 Sales returns contract liability 21.2 57 69 Occupancy commitments 21.3 159 232 Balance at the reporting date 360 444 Non-current provisions 181 234 Current provisions 179 210 360 444
Page 58
56 NOTES TO THE GROUP ANNUAL FINANCIAL STATEMENTS (continued) Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 2026 2025 Note Rm Rm 21.1 Employment costs Balance at the beginning of the reporting period 143 135 Movement in exchange rates through other comprehensive income (8) 4 Movement for the period 9 4 106 94Provision raised Provision utilised (97) (90) Balance at the reporting date 144 143 The provision relates to accumulated payments in terms of employment contracts, incentive -based bonuses and long -term incentives. The estimated incentive -based bonuses, which ordinarily will be no greater than the provision raised, are calculated as a present obligation with reference to different incentive arrangements for different levels of employees. Dependent on the level of employee, the calculation could either refer to the employment contract, or employee performance and the Group or subsidiary company’s results. The incentives are expected to be paid over the period between September 2026 and November 2026 to Group employees, and as such, the present obligation includes amounts earned to date based on the assumption of continued employment until the payment date. The Office UK long -term incentives are calculated as a present obligation with reference to different incentive arrangements for different levels of employees and are payable over a period of five years. The uncertainty relating to the amount of the obligation is attributable to the fact that qualifying employees are required to be in the Group’s employ at the time of payment, and the fact that payment of the larger portion of the incentives is conditiona l upon the outcome of Group/subsidiary company and individual performance assessments and Remuneration Committee approval, all of which take place after the reporting date. Of the R 106 million (2025: R94 million) provision raised in the reporting period, R 1 million (2025: R 1 million) relates to accumulated payments due to Truworths Africa and Office UK employees in terms of employment contracts and R105 million (2025: R 93 million) relates to Group incentive bonuses. These provisions are determined in accordance with IAS 19: Employee Benefits.
Page 59
57 NOTES TO THE GROUP ANNUAL FINANCIAL STATEMENTS (continued) Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 2026 2025 Rm Rm 21 PROVISIONS (continued) 21.2 Sales returns contract liability Balance at the beginning of the reporting period 69 63 Movement in exchange rates through other comprehensive income (6) 2 Movement for the period (6) 4 Provision raised 59 67 Provision utilised (65) (63) Balance at the reporting date 57 69 It is the Group’s policy to accept merchandise returns up to 30 days after the sale has occurred or , in the case of defective goods, up to six months after sale, provided that the customer has retained proof of purchase. The amount of the provision was calculated with reference to prior period sales returns trends. 2026 2025 Rm Rm 21.3 Provision for occupancy commitments Balance at the beginning of the reporting period 232 193 Unwinding of discount 11 10 Movement in exchange rates through other comprehensive income (23) 13 Movement for the period (61) 16 Provision raised and released (58) 25 Provision utilised (3) (9) Balance at the reporting date 159 232 The provision relates to dismantling/dilapidation costs in respect of the restoration of leased properties to their original condition in terms of rental agreements, which amounts are calculated based on actual quotes or estimates of the future costs. The decline in the provision balance relative to the prior period relates to the release of the dilapidation provision previously held in respect of the Office UK distribution centre lease. The provision was released following the acquisition o f the building in December 2025. 2026 2025 Rm Rm 22 CAPITAL COMMITMENTS Capital commitments refer to all capital expenditure projects specifically approved by the board. Authorised but not contracted Store renovation and development 404 387 Computer software and infrastructure 80 76 Land, buildings and refurbishments (excluding distribution facilities) 2 11 Distribution facilities 4 6 Motor vehicles 2 3 Capital expenditure authorised but not contracted 492 483 Authorised and contracted Computer software and infrastructure 63 62 Distribution facilities 18 3 Land, buildings and refurbishments (excluding distribution facilities) 6 - Capital expenditure authorised and contracted 87 65 Total capital commitments 579 548 The capital commitments will be financed through cash generated from operations, available cash resources and borrowings.
Page 60
58 NOTES TO THE GROUP ANNUAL FINANCIAL STATEMENTS (continued) Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 23 CONTINGENT LIABILITIES The Group had no material contingent liabilities at the reporting date (2025: Rnil). Litigation There is no current or pending litigation which is considered likely to have a material adverse effect on the Group. 24 FINANCIAL RISK MANAGEMENT 24.1 Classifications The Group’s financial assets and liabilities, per class and measurement category of financial instrument, are summari sed below. Non-financial assets and liabilities, where applicable, are disclosed in order to reconcile to the statements of financial position. Assets held Assets held at fair value at fair value Assets at through through other Non- amortised profit or comprehensive financial cost loss income assets Total Note Rm Rm Rm Rm Rm x Assets 2026 Cash and cash equivalents 11 640 - - - 640 Trade receivables 10 5,229 - - - 5,229 Other receivables 10 165 - - 35 200 Assets held at fair value 7 - 2,370 20 - 2,390 6,034 2,370 20 35 8,459 2025 Cash and cash equivalents 11 964 - - - 964 Trade receivables 10 5,252 - - - 5,252 Other receivables 10 149 - - 37 186 Assets held at fair value 7 - 2,559 18 - 2,577 Loans and receivables 28 - - - 28 6,393 2,559 18 37 9,007 Liabilities at Liabilities at fair value Other Non- amortised through financial financial cost profit or loss liabilities liabilities Total Note Rm Rm Rm Rm Rm Liabilities 2026 Trade and other payables 20 1,767 - - 442 2,209 Lease liabilities 19 4,218 - - - 4,218 Interest-bearing borrowings 15 1,205 - - - 1,205 Bank overdraft 15 1,249 - - - 1,249 Derivative financial liabilities 6 - 8 - - 8 8,439 8 - 442 8,889 2025 Trade and other payables 20 1,664 - - 317 1,981 Lease liabilities 19 3,742 - - - 3,742 Put option liability 16 - - 33 - 33 Interest-bearing borrowings 15 1,479 - - - 1,479 Bank overdraft 11 975 - - - 975 Derivative financial liabilities 6 - 25 - - 25 7,860 25 33 317 8,235
Page 61
59 NOTES TO THE GROUP ANNUAL FINANCIAL STATEMENTS (continued) Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 24 FINANCIAL RISK MANAGEMENT (continued) 24.2 Financial risk management In the ordinary course of business operations , the Group is exposed to a variety of financial risks arising from the use of financial instruments. These risks include: market risk (comprising currency risk, interest rate risk and other price risk); credit risk; and liquidity risk. The Truworths International board is responsible for risk governance, including in relation to financial risks, and is assisted by the directors of Truworths Ltd. The Risk Committee, a committee of th e Truworths International board, oversees the management of financial risks relating to the Group’s operations. The Truworths International board has adopted KingIV’s risk governance and management principles and has established a policy framework which guides the Group’s risk management processes. These policies and guidelines are periodically examined by senior executives and adjusted, if necessary, to ensure that changes in the business and economic environment have been taken into account. Treasury risk management objectives and policies The Truworths Ltdand Office Holdings Ltdboards, acting on the recommendations of theTruworths Investment Committee, oversee the management of the Group’s treasury function. Comprehensive treasury policies and processes have been developed and issued for the Truworths Africa and Office UK segments to control the risks arising from the respective treasury functions. The Investment Committee, which consists of senior executives, meets regularly to update treasury risk policies and objectives, as well as to re -evaluate risk management strategies agains t revised economic forecasts. Policy amendments have to be submitted to the board for approval. Compliance with the treasury policies is reviewed periodically by the internal audit department. 24.3 Market risk management The Group’s exposure to market risk relates to currency risk, interest rate risk and other price risk. Market risk is managed by identifying and quantifying risks on the basis of current and future expectations and by ensuring that all treasury trading occurs within defined parameters. This involves the review and implementation of methodologies to reduce risk exposure. The reporting on the state of the risk and risk practices toexecutive management is part of this process. The processes set up to measure, monitor and mitigate these market risks are described below. There has been no change to the Group’s exposure to market riskand the manner in whichthe Group manages and measures the risk since the prior reporting period. 24.3.1 Currency risk The following exchange rates relative to the ZAR applied during the period: Average spot rate Spot rate for the at the reporting reporting period date 2026 US Dollar 16.93 16.49 Pound Sterling 22.72 21.79 2025 US Dollar 18.18 17.84 Pound Sterling 23.51 24.48
Page 62
60 NOTES TO THE GROUP ANNUAL FINANCIAL STATEMENTS (continued) Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 24 FINANCIAL RISK MANAGEMENT (continued) 24.3 Market risk management (continued) 24.3.1 Currency risk (continued) The Group’s exposure to currency risk results mainly from US Dollar-based imports into South Africa, Euro and US Dollar - based imports into the United Kingdom (UK), the Office UK segment’s US Dollar, Euro and Swiss Franc denominated money market and cash investments and the translation of the results of operations in the UK, Republic of Ireland, Botswana and Zambia. Consequently, exchange rate fluctuations may have an impact on Group results as well as future cash flows. Forward exchange contracts are used to reduce currency exposures arising from imports into South Africa. Foreign currency exposures in the Office UK segment are not contractually hedged however the Office UK segment has sufficient US Dollar reserves and Euro denominated earnings that serve as a hedge against currency movements. Translation of the results of foreign operations into ZAR Sensitivity analysis If the ZAR weakens or strengthensagainst the Pound Sterling (GBP) by 5% (2025: 5%), assuming all other variables remain constant, profit before tax would increase or decrease by the amount set out in the table below due to the change in the ZAR equivalent of the results of the Group. A 5% (2025: 5%) fluctuation is considered to be appropriate based on the volatility of the ZAR exchange rate during the period as well as current market indicators. 2026 2025 Rm Rm x Effect on profit before tax 72 69 x Effect on equity 54 52 Forward exchange contracts (FECs) It is the Group’s policy to cover all committed imports into South Africa, whilst imports into the United Kingdom are hedged by foreign currency money market and cash balances and earnings. The Group had no uncovered foreign currency liabilities in respect of imports into South Africa at 28 June 2026 (29 June 2025: nil). All foreign exchange trading positions are valued at fair value determined using market traded foreign exchange rates with similar maturity profiles at the reporting date. Resultant profits or losses are recognis ed in profit or loss. The mark -to-market forward exchange contract liability at the reporting date was R8 million (2025: R25 million). Refer to note 6 for further information. At the reporting date, the Group had the following open forward exchange contracts which will mature within 12 months to cover specific import orders of goods. Average contract Foreign Contract rate currency equivalent R '000 R'000 x 2026 US Dollar 16.87 28,048 473,170 Pound Sterling 22.07 75 1,655 474,825 2025 US Dollar 18.75 29,309 549,544 Pound Sterling 23.66 34 804 Euro 19.62 130 2,551 552,899
Page 63
61 NOTES TO THE GROUP ANNUAL FINANCIAL STATEMENTS (continued) Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 24 FINANCIAL RISK MANAGEMENT (continued) 24.3 Market risk management (continued) 24.3.1 Currency risk (continued) Currency risk sensitivity analysis (forward exchange contracts) The effect on the Group’s profit before tax has been calculated assuming that there were no changes in the merchandise retail selling prices and the gross margin as a result of the currency fluctuations. The sensitivity analysis includes all open FECs at the reporting date and adjusts the mark-to-market translation. If the ZAR weakens or strengthens against the currencies stated below by 5% (2025: 5%), assuming all other variables remain constant, profit before tax would increase or decrease by the amounts set out in the table below due to the change in the fair value of the FECs. A 5% (2025: 5%) fluctuation is considered to be appropriate based on the volatility of the ZAR exchange rate during the period as well as current market indicators. 2026 2025 R'000 R'000 x Effect on profit before tax* US Dollar 23,658 27,474 Pound Sterling 83 41 Euro - 127 23,741 27,642 * Effect on equity R17 million (2025: R20 million) Mutual fund investments: Retirement benefits and foreign currency money market and cash investments Mutual fund investments, money market funds and cash and cash equivalents include amounts denominated in foreign currencies. Any changes in exchange rates will therefore impact the value of these investments of the Group. Refer to note 7 for further information. Sensitivity analysis If the ZAR weakens or strengthens against the GBP, USD EUR and CHF by 5% (2025: 5%), assuming all other variables remain constant, earnings and equity would increase or decrease by the amount set out in the table below due to the change in the ZAR equivalent investment value of the Group. A 5% (2025: 5%) fluctuation is considered to be appropriate based on the volatility of the ZAR exchange rate during the period as well as current market indicators. 2026 2025 Rm Rm x Effect on profit before tax* US Dollar 42 48 Pound Sterling 39 39 Euro 23 22 Swiss Franc 6 - 110 109 * Effect on equity R82 million (2025: R82 million)
Page 64
62 NOTES TO THE GROUP ANNUAL FINANCIAL STATEMENTS (continued) Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 24 FINANCIAL RISK MANAGEMENT (continued) 24.3 Market risk management (continued) 24.3.2 Interest rate risk The Group is exposed to interest rate risk on its interest -bearing borrowings (refer to note 15), floating rate cash and cash equivalents and the interest-bearing portion of trade receivables. The Group does not hold any fixed rate interest instruments. Where applicable, a weighted average has been applied in determining the figures below. Interest rate analysis The interest rates of interest-bearing instruments at the reporting date are summarised below: 2026 2025 % % Floating rate Interest earned on balances with banks in Africa 2.9 4.1 Interest earned on balances with banks in United Kingdom 1.4 3.4 Interest earned on money market funds in Africa 7.4 8.0 Interest earned on money market funds in United Kingdom 3.4 3.8 Interest earned on interest-bearing portion of trade receivables* 25.4** 26** Interest paid on bank overdraft in South Africa 8.2 8.5 Interest paid on green loan in South Africa - 8.9 Interest paid on unsecured variable-rate revolving credit banking facility in South Africa 8.3 8.6 * At the reporting date, 80% (2025: 78%) of trade receivables were interest-bearing. ** Being the maximum interest rate charged on interest-bearing plans at the reporting date. Interest rate sensitivity analysis The interest rate sensitivity analysis is based on a fluctuation of 100 basis points in Africa and 50 basis points in the United Kingdom and assumes that all other variables, in particular foreign exchange rates, remain constant. A fluctuation of 100 basis points in Africa and 50 basis points in the United Kingdom are considered appropriate based on recent forecasts and economic indicators. The cash flow interest rate sensitivity of floating rate interest instruments is based on their respective balances at the reporting date. The sensitivity analysis was performed by determining the impact on profit before tax of a change in the interest rates achieved at the reporting date. An increase or decrease in interest rates would result in an increase or decrease in profit before tax as follows: 2026 2025 Rm Rm Effect on profit before tax* increase/(decrease) Cash and cash equivalents 3 5 Investment in money market funds 11 11 Interest-bearing portion of trade receivables 40 41 Bank overdraft (12) (10) Interest-bearing borrowings (12) (15) 30 32 * Effect on equity R22 million (2025: R24 million)
Page 65
63 NOTES TO THE GROUP ANNUAL FINANCIAL STATEMENTS (continued) Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 24 FINANCIAL RISK MANAGEMENT (continued) 24.3 Market risk management (continued) 24.3.3 Other price risk The Group’s exposure to other price risk relates to the Group's insurance cell captive, mutual fund investments , money market fund units, the unlisted investment in Business Partners Ltd and the personal lines insurance business arrangement. Insurance cell captive, unlisted investment and personal lines insurance business arrangement These assets are classified as assets held at fair value. Subsequent to initial measurement, the insurance cell captive is measured at FVTPL and the unlisted investment and personal lines insurance business arrangement are measured at FVOCI. A movement in the fair value of the se assets will not have a material impact on earnings or other comprehensive income. Refer to note 7 for further information. Mutual fund investments and money market fund units These assets are classified at fair value. Subsequent to initial measurement, the mutual and money market fund units are measured at FVTPL. Changes in market interest rates and credit defaults would cause movement in the fair value of these assets which could have a material impact on the earnings or other comprehensive income; however, the risk of capital loss is considered low given the credit quality of these investments. Other price risk sensitivity analysis The price risk sensitivity analysis is based on a fluctuation of 5% onthe fair values of money market fund units and assumes that all other variables remain constant. A 5% fluctuation is considered to be appropriate based on the volatility of market values. The sensitivity analysis is based on their fair values at the reporting date. The sensitivity analysis was performed by increasing or decreasing the fair values at the reporting date which would result in an increase or decrease in profit before tax and equity. 2026 2025 Rm Rm x Effect on profit before tax* Investment in money market funds 101 111 * Effect on equity: R76 million (2025: R83 million) 24.4 Credit risk The Group’s exposure to credit risk relates toassets held at fair value, trade and other receivables, cash and cash equivalents and money market fund units, which are disclosed in notes 7, 10 and 11 respectively. Refer to the Account Management Report in the 2026 Integrated Annual Report for further information. The Group’s maximum exposure to credit risk at the reporting date, split per class and category of financial asset, is shown in note 24.1. There is no exposure to credit risk relating to items not recognised in the statement of financial position. The Group offers account sales to customers in South Africa, Namibia, Eswatini and Botswana only. Group entities perform ongoing credit evaluations of the financial condition of their customers. Before accepting any new account customer or offering additional credit to existing account holders, the Group uses statistically derived credit risk models and scoring systems, external credit bureau data, and affordability assessments to determine the customer’s credit quality. These methods used to grant credit to customers comply with the requirements of the South African National Credit Act (NCA) and relevant legislation (where applicable) in the other countries in which accounts are offered. The assumptions of the Group’s risk models are reviewed and updated on a regular basis.
Page 66
64 NOTES TO THE GROUP ANNUAL FINANCIAL STATEMENTS (continued) Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 24 FINANCIAL RISK MANAGEMENT (continued) 24.4.1 Trade and other receivables Account customers that are overdue in excess of 30 days can no longer purchase until they have made at least a qualifying payment to bring their accounts up to date. The Group continued to apply the high qualifying payment percentage of 90% necessary for c ustomers to avoid delinquency and at the reporting date 77% (2025: 78%) of accounts in the active trade receivables portfolio were able to purchase on account because they continued to meet the Group's stringent and consistently applied criteria for ongoing purchases. Although collections performance has come under pressure in the second half of the period, management remains satisfied with the quality of the active trade receivables portfolio. The Group follows a strict policy of contractual delinquency and either charges off (for credit risk management purposes) or writes off (derecognises for accounting purposes) non-performing accounts. Accounts that show a likelihood of recovery in the future are charged off, as opposed to being written off, and reside in a separate charged -off trade receivables portfolio where bespoke collections strategies are applied with rehabilitation as the key outcome. In the charged-off portfolio account holders cannot shop until their accounts have been rehabilitated and they have been reassessed for credit in accordance with the Group’s standard credit risk criteria and the requirements of the NCA. Accounts that show no reasonable expectation of recovery are written off, derecognised from the statement of financial position and moved to the written -off (off-balance sheet) portfolio where collection efforts continue through specialist external collections agencies. Movements of accounts to either the charged-off or written-off portfolios are assessed monthly. Accounts that have been written off (i.e. derecognised ) in periods preceding the current period, because they show no reasonable expectation of recovery based on the Group’s bad debt write-off criteria, but that are still subject to enforcement (i.e. collections) activity on an outsourced commission-only basis, amounted to R499 million (2025: R373 million). Amounts written off in the current period are also subject to enforcement activity except if such accounts have been sold. The Group assesses its ECL allowances separately for the active and charged -off trade receivables portfolios at each reporting date. The measurement of ECL in respect of the active trade receivables portfolio considers the probability and the expected timing of charge-off and the Group’s anticipated exposure at the time of charge-off, as well as the likelihood that the asset is: a) simultaneously charged-off and written-off (derecognised); or b) transferred to the charged-off portfolio, in which regard it further considers the expected timing and estimated cashflows (net of direct external collection costs) up to the point of write-off. The measurement of ECL in respect of the charged-off trade receivables portfolio considers the Group’s expected exposure at the time of write-off after considering the expected timing and estimated cashflows (net of direct external collection costs) up to the point of write -off. There are no material individually impaired trade receivables included in the ECL allowance. Amounts owing on account by deceased customers and customers who have been sequestrated or placed under administration are written off immediately. Forward-looking information IFRS 9 requires forward -looking information to be considered in determining the ECL. To incorporate this information, the Group models the relationship between changes in credit -loss behaviour and key macroeconomic indicators. Linear regression models are used to analyse the relationship between relevant historical macroeconomic indicators and observed credit-loss behaviour. The resulting relationships are used to incorporate the effect of forecast macroeconomic conditions into the ECL model output. The models are reviewed and validated bi -annually by an independent analytics consultancy to assess whether they remain appropriate. The following macroeconomic indicators, being those identified as having the strongest statistical relationship with historical credit-loss behaviour, are incorporated into the regression models: debt-service cost to income, published by the South African Reserve Bank; change in retail sales, published by Statistics South Africa; change in real gross domestic product, published by Statistics South Africa; and change in the labour force and unemployment rate, published by Statistics South Africa. Forecasts for the macroeconomic indicators are sourced from a reputable economics consultancy to develop the base economic outlook and are adjusted to develop optimistic and cautious economic outlooks. At the reporting date, these outlooks were probability-weighted by the Group’s Credit Loss Provision Committee as follows:
Page 67
65 NOTES TO THE GROUP ANNUAL FINANCIAL STATEMENTS (continued) Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 24 FINANCIAL RISK MANAGEMENT (continued) 24.4.1 Trade and other receivables (continued) Base scenario 50% Cautious scenario 25% Optimistic scenario 25% No additional macroeconomic overrides were applied by management for the period. The forward-looking adjustment reduced the ECL allowance in respect of the active trade receivables portfolio by R38 million at the reporting date. This represents only the incremental impact of the forward-looking adjustment on the ECL allowance. The forward-looking adjustment reduces the ECL allowance due to the fact that the gross provision and loss-given-charge- off models capture the deteriorating macroeconomic environment observed in the base-model data, being the most recent 12-month period, while the forward-looking macroeconomic information indicates improving conditions. The scenario probability weightings require management judgement. Assigning a 100% weighting to either the optimistic or cautious forward-looking scenarios would reduce or increase the ECL allowance further by approximately R10 million, respectively. These sensitivities were calculated by adjusting only the scenario weightings, with all other reporting-date portfolio and model inputs held constant. There were no material changes during the reporting period to the estimation techniques or provisioning methodology. Portfolio data, economic forecasts and the resulting economic factors were updated at the reporting date using the latest reasonable and supportable information. There is no concentration of risk in the Group’strade receivables as there is a large, widespread customer base. The directors believe that no further allowance in excess of the ECL allowance is required. The table below represents an age analysis of impaired trade and other receivables. Trade and other receivables are considered past due should a qualifying payment not be received within 30 days. Allowance as a Net trade percentage Trade ECL and other of trade receivables allowance receivables receivables Note Rm Rm Rm % 2026 Active trade receivables 10.1 6,484 (1,410) 5,074 21.7 Stage 1 4,701 (390) 4,311 8.3 Stage 2 629 (239) 390 38.0 Stage 3 1,154 (781) 373 67.7 Charged-off trade receivables 10.2 573 (418) 155 72.9 Stage 3 573 (418) 155 72.9 Total trade receivables 7,057 (1,828) 5,229 25.9 Other receivables 10 165 Trade and other receivables 10 5,394 2025 Active trade receivables 10.1 6,448 (1,339) 5,109 20.8 Stage 1 4,714 (353) 4,361 7.5 Stage 2 600 (218) 382 36.3 Stage 3 1,134 (768) 366 67.7 Charged-off trade receivables 10.2 543 (400) 143 73.7 Stage 3 543 (400) 143 73.7 Total trade receivables 6,991 (1,739) 5,252 24.9 Other receivables 10 149 Total trade and other receivables 10 5,401
Page 68
66 NOTES TO THE GROUP ANNUAL FINANCIAL STATEMENTS (continued) Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 24 FINANCIAL RISK MANAGEMENT (continued) 24.4 Credit risk (continued) 24.4.1 Trade and other receivables (continued) Stage 1 Stage 2 Stage 3 Total Note Rm Rm Rm Rm 2026 ECL allowance – Active portfolio ECL allowance at the beginning of the reporting period 353 219 767 1,339 Movement in balances 163 (66) (53) 44 Changes in risk classification and ECL assumptions (127) 86 1,266 1,225 Balances written off -* (1) (746) (747) Balances transferred to charged-off trade receivables ECL allowance - - (456) (456) Other 1 1 3 5 ECL allowance as at the reporting date 10.1.1 390 239 781 1,410 ECL allowance – Charged-off portfolio ECL allowance at the beginning of the reporting period - - 400 400 Movement in balances - - (75) (75) Changes in risk classification and ECL assumptions - - (21) (21) Balances written off - - (342) (342) Balances transferred from active trade receivables ECL allowance - - 456 456 ECL allowance as at the reporting date 10.2.1 - - 418 418 * Zero due to rounding 2025 ECL allowance – Active portfolio ECL allowance at the beginning of the reporting period 345 216 741 1,302 Movement in balances 154 (68) (50) 36 Changes in risk classification and ECL assumptions (146) 72 1,190 1,116 Balances written off -* (1) (688) (689) Balances transferred to charged-off trade receivables ECL allowance - - (427) (427) Other -* -* 1 1 ECL allowance as at the reporting date 10.1.1 353 219 767 1,339 ECL allowance – Charged-off portfolio ECL allowance at the beginning of the reporting period - - 401 401 Movement in balances - - (48) (48) Changes in risk classification and ECL assumptions - - (45) (45) Balances written off - - (335) (335) Balances transferred from active trade receivables ECL allowance - - 427 427 ECL allowance as at the reporting date 10.2.1 - - 400 400 24.4.2 Assets held at fair value through other comprehensive income Mutual fund investments comprise units in various local and offshore mutual funds administered by reputable asset managers with long-term proven past performance. Accordingly, the Group is not exposed to significant credit risk arising from its mutual fund investments. Refer to note 7 for further information. 24.4.3 Cash and cash equivalents The Group holds cash with A1+ (ZA), A1 (ZA)/A1 , F1 (Fitch), Prime1 (Moody’s) or A -1+ (S&P) approved rated financia l institutions. The amount of exposure to any counterparty is subject to the limits imposed by the Group’s treasury policy in order to achieve a spread of risk and opportunity. Refer to note 11 for further information.
Page 69
67 NOTES TO THE GROUP ANNUAL FINANCIAL STATEMENTS (continued) Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 24 FINANCIAL RISK MANAGEMENT (continued) 24.4 Credit risk (continued) 24.4.4 Money market fund units The Group invests cash with A1+ (ZA) and AAA rated money market unit trust funds. These funds are highly liquid, low- volatility net asset value money market funds. Refer to note 7.3 for further information. 24.5 Liquidity risk The Group’s exposure to liquidity risk relates to derivative financial liabilities , interest-bearing borrowings, bank overdraft, lease liabilities and trade and other payables, which are disclosed in notes 6, 15, 19 and 20, respectively. The Group has minimal risk of illiquidity as reflected by its net cash position (including money market fund investments) and unutilised gearing capacity. The Group’s unutilised banking facilities are set out innote 15. The expected maturity profile of the Group’s financial liabilities at the reporting date, based on contractual undiscounted payments, including contractual interest payable (where applicable), is as follows: Financial liabilities maturity profile Settled Settled Settled Settled between between on in 60-89 90-365 demand <60 days days days Total Note Rm Rm Rm Rm Rm 2026 Interest-bearing borrowings* 15 - - 1,229 - 1,229 Bank overdraft 15 1,249 - - - 1,249 Trade and other payables 20 126 1,601 37 3 1,767 Forward exchange contracts 6 - 3 1 4 8 1,375 1,604 1,267 7 4,253 2025 Interest-bearing borrowings* 15 - - 1,226 274 1,500 Put option liability 16 - - - 33 33 Bank overdraft 11 975 - - - 975 Trade and other payables 20 102 1,520 37 5 1,664 Forward exchange contracts 6 - 7 4 14 25 1,077 1,527 1,267 326 4,197 * The RCF portion of interest-bearing borrowings is settled quarterly, unless the facility utilisation is rolled over. 2026 2025 Rm Rm Lease liabilities maturity profile (undiscounted) Within one year 1,331 1,315 Between one year and two years 1,277 1,169 Between two years and five years 2,101 1,698 More than five years* 403 337 5,112 4,519 * This amount largely relates to the lease for the new Truworths Africa Distribution Centre, TDC Airport. Please refer to note 33.
Page 70
68 NOTES TO THE GROUP ANNUAL FINANCIAL STATEMENTS (continued) Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 24 FINANCIAL RISK MANAGEMENT (continued) 24.6 Items of income, expenses, gains or losses Interest Impairment received Interest reversal/ Fair value Total on impaired received/ (losses) (losses)/ Other net gains/ receivables (paid) recognised gains costs (losses) Rm Rm Rm Rm Rm Rm 2026 Financial assets At amortised cost 418 745 (1,129) - (246) (212) At fair value through profit or loss - 96 - (14) - 82 At fair value through other comprehensive income - - - 2 - 2 Financial liabilities Bank overdraft - (80) - - - (80) Interest-bearing borrowings 15 - (108) - - - (108) Lease liabilities 26.7 - (323) - - - (323) Derivative financial liabilities 6 - - - (8) - (8) 2025 Financial assets At amortised cost 430 788 (989) - (271) (42) At fair value through profit or loss - 133 - (2) - 131 At fair value through other comprehensive income - - - 4 - 4 Financial liabilities Bank overdraft 15 - (71) - - - (71) Interest-bearing borrowings 15 - (135) - - - (135) Lease liabilities 26.7 - (306) - - - (306) Derivative financial liabilities 6 - - - (25) - (25) 24.7 Fair value of financial instruments 24.7.1 Fair value measurement The following methods and assumptions are used by the Group in establishing fair values: Financial assets and liabilities (other than those separately disclosed below) Carrying amounts of financial instruments reported in the statements of financial position at amortised cost approximate fair values. The fair value of the financial instruments at the reporting date has been determined using available market information and appropriate valuation methodologies. Assets held at fair value The fair value of the Group’s mutual fund units and unlisted investment is determined annually with reference to the quoted unit prices at the close of business on the reporting date and the most recently traded share price , respectively. The fair value of the Group's short -term insurance cell captive and personal lines insurance business arrangement is determined with reference to the net asset value of these interestsas per management accounts prepared by third parties. The fair value of the Group’s money market fund investments is determined with reference to the net asset value of the investment fund units at the reporting date as published by the fund managers. Refer to note 7 for further information. Forward exchange contracts The fair value of forward exchange contracts entered into by the Group is determined with reference to market traded forward exchange contracts with similar maturity profiles at the reporting date.
Page 71
69 NOTES TO THE GROUP ANNUAL FINANCIAL STATEMENTS (continued) Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 24 FINANCIAL RISK MANAGEMENT (continued) 24.7 Fair value of financial instruments (continued) 24.7.2 Fair value hierarchy The Group uses the following hierarchy for determining and disclosing the fair va lue of financial instruments by valuation technique: Level 1: Quoted (unadjusted) prices in active markets for identical assets or liabilities Level 2: Other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly Level 3: Techniques which use inputs that have a significant effect on the recorded fair value that are notbased on observable market data At the reporting date, the Group held the following financial instruments measured at fair value: Fair value hierarchy Note Total Level 1 Level 2 Level 3 Rm Rm Rm Rm 2026 Assets measured at fair value Assets held at fair value 7 2,390 2,354 1 35 Liabilities measured at fair value Derivative financial liabilities 6 8 - 8 - 2025 Assets measured at fair value Assets held at fair value 7 2,577 2,534 1 42 Liabilities measured at fair value Derivative financial liabilities 6 25 - 25 - Put options over shares held by non-controlling interests 16 33 - - 33 There were no transfers between level 1 and level 2, or into and out of level 3 fair value categories during the reporting period.
Page 72
70 NOTES TO THE GROUP ANNUAL FINANCIAL STATEMENTS (continued) Truworths International – ANNUAL FINANCIAL STATEMENTS 20262 4 FINANCIAL RISK MANAGEMENT (continued) 24.8 Capital management The Group manages its capital to ensure that the entities in the Group will be able to continue as going concerns while enhancing the return to its shareholders. The Group’s overall strategy has remained unchanged from 2025. The capital structure of the Group consists of debt and equity (fully attributable to owners of the parent), comprising of interest- bearing borrowings, issued ordinary share capital, non-distributable reserves and retained earnings, less treasury shares. Refer to notes 12 to 15 for further information. The primary objectives of the Group’s capital management are: to ensure that the Group maintains healthy capital ratios in order to support its business; to enhance the return to shareholders after benchmarking anticipated returns against the Group’s financial targets; to ensure that entities within the Group will be able to continue as going concerns and have sufficient capital for their operations; to provide flexibility so as to be able to take advantage of opportunities that could improve shareholder value; and to use excess cash to buy back shares in order to enhance both earnings per share and return on equity. The management of capital is reviewed by the Truworths International board on a quarterly basis. The Group will manage the overall capital structure through, but not limited to, dividend payments, share buy-backs and borrowings. The Group manages its capital structure and makes adjustments thereto in light of changes in economic conditions and the needs of the Group. The Group monitors capital using the return on equity, return on capital and dividend cover ratios. The Group’s policy is to keep these ratios in line with annual financial targets. The Group is subject to externally imposed covenant requirements on its borrowings. It also needs to adhere to the capital requirements in terms of the Companies Act (71 of 2008, as amended) of South Africa. The Group must ensure that following any share repurchases or payments to shareholders, on a fair value basis, the consolidated assets of the Group must exceed its consolidated liabilities, the capital of the Group must be adequate for the purposes of the Group’s business and the Group must be able to pay its debts when they fall due. Consequently, when such transactions are in contemplation, management considers their impact on the Group’s solvency, liquidity and equity. 2026 2025 Profit before finance costs and tax for the period (Rm) 4,088 4,274 Profit for the period, attributable to equity holders of the Company (Rm) 2,662 2,790 Total equity (Rm) 10,303 10,731 Net asset value per share (cents) 2,845 2,859 Ratios Return on equity (%) 25 28 Return on capital (%) 39 42 Return on assets (%) 20 21 Asset turnover (times) 1.1 1.1 Inventory turn (times) 3.9 4.2 Net cash to equity* (%) 1.9 6.7 Net cash to EBITDA* (times) 0.0 0.1 Dividend cover (times) 1.5 1.5 * Net cash comprises cash and cash equivalents (excluding cash and cash equivalents held by the charitable trusts) and money market fund investments held at fair value less interest-bearing borrowings and bank overdraft. The ratios disclosed above are defined in Annexure Four. Refer to the Group's financial targets in the Chief Financial Officer's Report in the 2026 Integrated Annual Report.
Page 73
71 NOTES TO THE GROUP ANNUAL FINANCIAL STATEMENTS (continued) Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 2026 2025 Note Rm Rm 25 REVENUE Sale of merchandise 21,339 21,323 Retail sales 21,756 21,962 Variable consideration adjustments* (555) (732) Delivery fee income 134 90 Wholesale sales 4 3 Interest income 32.1 1,259 1,351 Trade receivables interest 1,141 1,219 Investment and other interest 118 132 Other income 509 405 Commission income 148 157 Financial services income 173 148 Display fees 45 48 Reversal of previously recognised right-of-use asset impairment losses# 3 - 18 Foreign exchange gains# 34 - Gain on IFRS 16 re-measurements and modifications# 32.1 62 7 Lease rental income# 3 5 Variable lease rental income# 11 9 Fair value adjustment# 32.1 22 - Other 11 13 Dividend income 32.1 55 31 Total, comprising: 23,162 23,110 Revenue 23,030 23,071 #Non-revenue items 132 39 *Variable consideration adjustments made in terms of IFRS Accounting Standards and generally accepted accounting practice relate to promotional vouchers, staff discounts on merchandise purchased, cellular retail sales on an agency basis (until end of Marc h 2026), notional interest on non-interest-bearing trade receivables and the sales returns provision. Notional interest represents a significant financing component in accordance with IFRS 15. The Group recognised notional interest of R136 million in variable consideration adjustments (2025: R152 million) through a reduction to retail sales.
Page 74
72 NOTES TO THE GROUP ANNUAL FINANCIAL STATEMENTS (continued) Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 2026 2025 Note Rm Rm 26 PROFIT BEFORE TAX Profit before tax is stated after taking account of the following items: 26.1 Cost of sales* Purchases 10,233 10,143 Movement in allowance for inventories carried at net realisable value below cost 7 (51) Shrinkage and write-offs 9 83 87 Movement in opening and closing stock (376) (166) Trading expenses related to inventory distribution: 435 376 Depreciation 65 26 Employment costs 186 153 Occupancy costs 42 50 Transport and distribution costs 123 145 Other operating costs 19 2 10,382 10,389 *The nature of cost of sales is disclosed above, and the trading expenses in notes 26.2 to 26.4 and 26.6 are disc losed net of the re-allocation of portions of these expenses to cost of sales. 2026 2025 Rm Rm 26.2 Depreciation and amortisation* Right-of-use assets 1,146 1,128 Property, plant and equipment and intangible assets 370 372 1,516 1,500 26.3 Employment costs* The Group employed 9 092 (2025: 9 181) full-time equivalent employees at the reporting date. The aggregate remuneration and associated costs for the period relating to the employment of permanent and flexi-time employees, including executive directors, were: 2026 2025 Note Rm Rm Salaries, bonuses, wages and other benefits 2,691 2,611 Contributions to defined contribution plans 25 23 Post-retirement medical benefit expense 17.2 3 5 Medical scheme contributions 5 5 Share-based payments 27.5.1 92 127 2,816 2,771
Page 75
73 NOTES TO THE GROUP ANNUAL FINANCIAL STATEMENTS (continued) Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 2026 2025 Note Rm Rm 26 PROFIT BEFORE TAX (continued) 26.4 Occupancy costs (not accounted for ito IFRS 16) Turnover-based lease expenses 165 82 Short-term lease expenses 212 239 Total lease expenses 377 321 Utilities 310 319 Rates and municipal expenses 277 272 Security expenses 142 134 Other occupancy costs 95 99 1,201 1,145 2026 2025 Note Rm Rm 26.5 Trade receivable costs Net bad debt and expected credit loss allowances raised* 1,289 1,164 Other trade receivable costs 86 96 1,375 1,260 *Inclusive of R181 million (2025: R251 million) in bad debt recoveries and debt sold, and R293 million (2025: R355 million) written off in respect of balances arising in the current period. 2026 2025 Note Rm Rm 26.6 Other operating costs Sales promotion, advertising and communication costs 656 545 Administration costs 576 610 Transport and distribution costs 327 330 Management, technical, consulting and secretarial fees paid 135 131 Loss on write-off or disposal of plant, equipment and intangible assets 32.1 5 16 Audit fees - current period^ 19 19 Audit fees - prior period# - 2 Non-audit services* 1 2 Fair value adjustment of insurance cell captive 32.1 14 2 Impairment of right-of-use assets and property, plant and equipment 2, 3 32 38 Foreign exchange losses 19 76 1,784 1,771 ^ Other assurance services in the current period amounted to nil (2025: R106 000). # Zero due to rounding. * These services relate to agreed-upon procedures. 2026 2025 Note Rm Rm 26.7 Finance costs Lease liabilities 19, 24.6 323 306 Interest-bearing borrowings 15, 24.6 108 135 Bank overdraft 80 71 Other 13 13 524 525
Page 76
74 NOTES TO THE GROUP ANNUAL FINANCIAL STATEMENTS (continued) Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 27 DIRECTORS AND EMPLOYEES 27.1 Directors' remuneration Fair value Short-term benefits Total of equity- Perform- re- based Directors' ance Allow- mune- awards Months fees Salaries bonus* ances ration granted** paid R'000 R'000 R'000 R'000 R'000 R'000 2026 Executive directors Michael Mark 12 - 12,150 6,011 79 18,240 11,817 Emanuel Cristaudo 12 - 6,430 3,307 8 9,745 5,202 Sarah Proudfoot 12 - 6,430 3,307 47 9,784 4,982 - 25,010 12,625 134 37,769 22,001 Non-executive directors Hilton Saven 12 2,290 - - - 2,290 - Hans Hawinkels 12 1,131 - - - 1,131 - Brendan Deegan 12 924 - - - 924 - Rob Dow 6 353 - - - 353 - Dawn Earp 12 854 - - - 854 - Tshidi Mokgabudi 12 710 - - - 710 - Thabo Mosololi 12 685 - - - 685 - Daphne Motsepe 12 500 - - - 500 - Wayne Muller 12 720 - - - 720 - Roddy Sparks 12 644 - - - 644 - Tony Taylor 12 720 - - - 720 - 9,531 - - - 9,531 - 2025 Executive directors Michael Mark 12 - 11,733 7,101 81 18,915 19,859 Emanuel Cristaudo 12 - 6,088 3,425 - 9,513 6,342 Sarah Proudfoot 12 - 6,088 3,425 55 9,568 8,076 - 23,909 13,951 136 37,996 34,277 Non-executive directors Hilton Saven 12 2,142 - - - 2,142 - Hans Hawinkels 12 1,055 - - - 1,055 - Brendan Deegan 9 568 - - - 568 - Rob Dow 12 684 - - - 684 - Dawn Earp 12 808 - - - 808 - Tshidi Mokgabudi 12 673 - - - 673 - Thabo Mosololi 12 648 - - - 648 - Daphne Motsepe 12 475 - - - 475 - Wayne Muller 12 684 - - - 684 - Roddy Sparks 12 800 - - - 800 - Tony Taylor 12 684 - - - 684 - 9,221 - - - 9,221 - * Determined on performance for the reporting period. ** The fair value of equity-based awards granted is the annual expense as determined in acco rdance with IFRS 2: Share -based Payments, and is presented for information purposes only, as it is not regarded as constituting remuneration, given that the value was neither received by nor accrued to the directors during the period.
Page 77
75 NOTES TO THE GROUP ANNUAL FINANCIAL STATEMENTS (continued) Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 27 DIRECTORS AND EMPLOYEES (continued) 27.1 Directors’ remuneration(continued) Executive directors All amounts received by the executives, while being directors of the Company, were in respect of services rendered to, and in connection with the carrying on of the affairs of the Group’s subsidiaries. These amounts were paid by Group subsidiaries. The service contract of Mr Michael Mark, the Chief Executive Officer, is subject to a six-month notice period. In terms of this contract, he is entitled to a guaranteed remuneration package and to participate in the Group’s various cash and share-based incentive schemes. Both parties have the right to terminate the contract on a six-month notice period. The contract requires such six-month notice period to be provided, except in the case of permanent disability/incapacitation. The other executive directors have employment contracts with a Group subsidiary that entitle them to guaranteed remuneration packages and to participate in the Group’s various cash and share-based incentive schemes. These contracts provide for notice periods of either six or nine months in respect of resignation. Non-executive directors All amounts received by the non-executive directors were for services rendered as directors of theCompany. These amounts, which were approved by the shareholders at the Company’s annual general meeting held on 6 November 2025, were paid by the Company. None of the non-executive directors has a service contract with the Company. Consultancy fees There were no consultancy fees paid to executive and non-executive directors during the period (2025: Rnil). 27.2 Defined contribution retirement funds The Group operates several defined contribution retirement benefit plans for its employees in various jurisdictions. In terms of IAS 19: Employee Benefits, defined contribution plans are post-employment benefit plans under which the Group pays fixed contributions into separate entities and will have no legal or constructive obligation to pay further contributions if the funds do not hold sufficient assets to pay all employee benefits relating to employee service in the current and prior periods. Company contributions to defined contribution plans are recognised as an expense in profit or loss in the period in which the related services are rendered by employees. Any contributions unpaid at the reporting date are recognised as a liability. There were no changes to the structure, contribution rates, or nature of the defined contribution retirement plans during the reporting period. All plans continue to operate in accordance with applicable local legislation.
Page 78
76 NOTES TO THE GROUP ANNUAL FINANCIAL STATEMENTS (continued) Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 27 DIRECTORS AND EMPLOYEES (continued) 27.2 Defined contribution retirement funds (continued) The Group participates in the following defined contribution retirement funds: Fund name Jurisdiction Contribution rate Membership count Alexander Forbes Retirement Fund South Africa Employer contributions range between 4% and 5% of pensionable salary for core and flexi-time employees. Certain specialised employees contribute between 4% and 27.5% of pensionable salary, inclusive of risk and administration costs, on an elective basis. 6,868 The People’s Pension Retirement Fund United Kingdom Total minimum contribution of 8% of pensionable salary, of which the employer contributes 3% of pensionable salary. 724 My Future Fund Ireland Total minimum contribution of 1.5% of gross earnings, of which the employer contributes 1.5% of gross earnings. 27 SACCAWU National Provident Fund South Africa Employee contributions of 17.5% of pensionable salary, calculated from total guaranteed package and inclusive of risk and administration costs. 127 Alexander Forbes Namibia Retirement Fund Namibia Contributions in accordance with statutory defined contribution rates prescribed by Namibian pension legislation. 35 National Pension Scheme Authority (NPSA) Zambia Contributions in accordance with statutory defined contribution rates prescribed by Zambian legislation. 11 Eswatini National Provident Fund/Eswatini Retirement Fund Eswatini Contributions in accordance with statutory defined contribution rates prescribed by local pension legislation. 19 7,811 During the reporting period, the Group contributed R 28 million (2025 : R26 million) to the above -mentioned funds. Approximately R29 million is expected to be contributed to these funds in the 2027 reporting period. 27.3 Defined benefit healthcare funds Wooltru Healthcare Fund, Momentum Health and Namibia Medical Care Participation in the Wooltru Healthcare Fund (WHF) and Namibia Medical Care (NMC) is a compulsory condition of employment for all employees in the specialised full-time category in South Africa and Namibia. Healthcare benefits under the WHF and NMC are defined as per the rules of the respective funds. The specialised full-timer employees pay the full contribution for their benefits under these funds. A small group of South African employees, who previously elected to join the Momentum Health Fund, formerly Ingwe Healthcare Plan (MHF) continue to enjoy benefits under the MHF. The MHF is no longer open to new employees. Most employees in the core full-timer category are beneficiaries of the Health4Me insurance product (see below). However, there is a small group in this category who are members of either the WHF or the MHF and who continue to have their healthcare contributions to these funds subsidised. Employees who participate in the WHF, the MHF and the NMC funds and who joined the Group prior to 30 June 2000, will continue to enjoy Group subsidised contributions after their retirement. Refer to note 17 for further information related to the Group’spost-retirement medical benefit net obligation. The audited annual financial statements of the WHF at 31 December 2025 reveal that it continues to maintain a sound financial position with a solvency ratio of 44.31% (2024: 40.41%) at its reporting date. During the reporting period, the Group contributed R4.7 million (2025: R5.1 million) to the above funds (excluding Health4Me). Approximately R4.7 million is expected to be contributed to the above funds in respect of the short-term healthcare benefits in the 2027 reporting period.
Page 79
77 NOTES TO THE GROUP ANNUAL FINANCIAL STATEMENTS (continued) Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 27 DIRECTORS AND EMPLOYEES (continued) 27.3 Defined benefit healthcare funds (continued) Health4Me Health4Me is an insurance product that offers premium, private, day-to-day healthcare through private medical practitioners of the CareCross Health Group which is a national network of GP’s,specialists, radiologists, pathologists, dentists and optometrists, who collectively embrace the concept of affordable healthcare for both employees and their dependents. Most employees in the core full-timer category are beneficiaries of the Health4Me insurance product. The Group pays a premium of R335 (2025: R313) per month for each participating employee and the employee in turn receives unlimited day-to-day doctors’visits, limited specialist visits, and chronic medication for prescribed minimum benefit conditions. Health4Me permits employees to pay for their dependents and additional benefits like accidental cover and hospital cash benefit plan. The Group extended this benefit to all qualifying flexi-timers with effect from 1 January 2020 and pays an amount of R282 (2025: R264) per month per participating employee. The flexi-time employees have access to GP consultations, acute formulary medication, x-rays, blood tests, maternity benefits and basic dentistry through various networks. During the reporting period, the Group contributed R14.7 million (2025: R12.9 million) to Health4Me. Approximately R16 million is expected to be contributed to Health4Me in respect of the short-term healthcare benefits in the 2027 reporting period. 27.4 Other Group employees, non-executive directors and pensioners may be entitled to a discount on purchases made at Group stores. In the calculation of sale of merchandise, these discounts are accounted for as a deduction from retail sales. During the reporting period R15 million (2025: R16 million) was incurred in respect of staff discounts. 27.5 Share-based payment plans The Group operates the following share-based payment plans: 2012 Share Plan The 2012 Share Plan currently includes two sub-plans: Restricted share plan (with no Group performance targets on vesting) Performance share plan (with Group performance targets on vesting) The 2012 Share Plan’s shares are granted over the Company’s shares at a purchase price equal to the weighted average trading price of the shares on the JSE over the five -day share trading period immediately preceding the date of the grant. Shares generally have a three, four, five, or six -year vesting period. Shares not vested are forfeited upon termination of employment, other than on death. The following table illustrates the number of share options, restricted shares, performance shares, share appreciation rights and performance appreciation rights held by eligible participants, including executive directors, in the equity -settled compensation schemes: 2026 2025 Number Number of equity- of equity- settled settled awards awards Note 000's 000's Restricted and performance shares held by participants 27.5.1.2+3 7,288 7,627 Total utilisation at the reporting date 7,288 7,627 Maximum equity-settled compensation schemes allocation 46,181 46,181 Shares granted by issuing shares since the inception of the 2012 share scheme 4,009 4,009 Shares utilised by issuing shares pursuant to other shares schemes operated by the Group since the inception of the 2012 share scheme 10,463 10,463 Total number of shares utilised 14,472 14,472 Utilisation (%) 31.3% 31.3% Shares available for utilisation 31,709 31,709 Percentage available for utilisation (%) 68.7% 68.7%
Page 80
78 NOTES TO THE GROUP ANNUAL FINANCIAL STATEMENTS (continued) Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 27 DIRECTORS AND EMPLOYEES (continued) 27.5 Share-based payment plans (continued) During the current period, the Group identified that the methodology previously applied to determine share scheme utilisation was not consistent with its interpretation of the 2012 Share Plan rules. Accordingly, the comparative information has been restated to reflect a methodology based on cumulative shares issued since the inception of the Plan. The restatement relates solely to the presentation of a non-IFRS disclosure metric and has no impact on the Group's profit or loss, financial position, equity, cash flows, or the operation of the underlying share schemes. 2026 2025 Note Rm Rm 27 DIRECTORS AND EMPLOYEES (continued) 27.5 Share-based payment plans (continued) 27.5.1 Equity-settled compensation schemes Expense recognised for employee services rendered during the period: Restricted share plan 66 58 Performance share plan 26 69 Total expense recognised in employment costs for employee services rendered during the period 14.1, 26.3, 32.1 92 127 Weighted average price of equity-based awards Granted during the period (R) 56.79 81.12 Exercised during the period (R) 45.53 43.27 Forfeited during the period (R) 62.93 52.64 Held by participants at the reporting date (R) 67.64 64.69 Details of options exercised during the period Simple average exercise price per share (R) - 89.37 Weighted average market price per share (R) - 83.66 2026 2025 Number Number of equity- of equity- settled settled awards awards 27.5.1.1 Restricted share plan shares (RSPs) The fair value of the RSPs is determined on grant date. Number of RSPs RSPs held in a nominee account on behalf of the participants at the beginning of the reporting period (000's) 4,200 4,600 RSPs granted during the period (000's) 1,534 905 RSPs vested during the period (000's) (1,086) (942) RSPs forfeited during the period due to resignations (000's) (288) (363) RSPs held in a nominee account on behalf of the participants at the reporting date (000's) 4,360 4,200 Weighted average fair value of RSPs Granted during the period (R) 56.81 94.05 Vested during the period (R) 49.75 46.35 Forfeited during the period due to resignations (R) 67.39 56.39 Held by participants at the reporting date (R) 67.07 66.18 Summarised exercise conditions applicable to RSPs Earliest date by which RSPs become exercisable 30 Sep 2026 30 Sep 2025 Latest date by which RSPs become exercisable 31 Mar 2031 31 Mar 2030
Page 81
79 NOTES TO THE GROUP ANNUAL FINANCIAL STATEMENTS (continued) Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 2026 2025 Number Number of equity- of equity- settled settled awards awards 27 DIRECTORS AND EMPLOYEES (continued) 27.5 Share-based payment plans (continued) 27.5.1 Equity-settled compensation schemes (continued) 27.5.1.2 Performance share plan shares (PSPs) The fair value of the PSPs is determined on grant date. Number of PSPs PSPs held in a nominee account on behalf of the participants at the beginning of the reporting period (000's) 3,427 4,545 PSPs granted during the period (000's) 1,352 1,117 PSPs vested during the period (000's) (1,416) (1,938) PSPs forfeited during the period due to corporate performance targets (CPT) not being met (000's) (198) - PSPs forfeited during the period due to resignations (000's) (237) (297) PSPs held in a nominee account on behalf of the participants at the reporting date (000's) 2,928 3,427 Weighted average fair value of PSPs Awarded during the period (R) 56.76 70.64 Vested during the period (R) 42.30 40.52 Forfeited during the period due to CPT not met (R) 56.35 - Forfeited during the period due to resignations (R) 63.02 43.75 Held by participants at the reporting date (R) 68.49 62.86 Summarised exercise conditions applicable to PSPs Earliest date by which PSPs become exercisable 30 Sep 2026 30 Sep 2025 Latest date by which PSPs become exercisable 30 Sep 2030 30 Sep 2029 Total RSPs and PSPs (000's) 7,288 7,627 2026 2025 Note Rm Rm 28 TAX EXPENSE 28.1 Current period tax charge Truworths Africa segment current tax 32.3 522 573 Current period 529 613 Prior period over provision (7) (40) Truworths Africa segment deferred tax 8.2, 8.1 28 52 Origination and reversal of temporary differences in current period 28 12 Movement as a result of prior period under provision - 40 Office UK segment current tax 32.3 315 299 Current period 324 314 Prior period over provision (9) (15) Office UK segment deferred tax 8.3 35 29 Origination and reversal of temporary differences in current period 35 35 Movement as a result of prior period over provision - (6) 900 953
Page 82
80 NOTES TO THE GROUP ANNUAL FINANCIAL STATEMENTS (continued) Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 28 TAX EXPENSE (continued) Tax returns and payments All Group entities lodged their income tax returns for the 2025 tax year and settled tax obligations arising during the reporting period in accordance with the applicable tax legislation and administrative requirements of the respective jurisdictions. In jurisdictions where self-assessment and electronic filing systems apply, returns are regarded as assessed upon submission unless selected for review, verification or audit by the relevant revenue authorities. Tax positions remain subject to examination and potential reassessment in the ordinary course of tax administration. Management has assessed the resulting tax exposures and recognised liabilities for uncertain tax positions where appropriate in accordance with IAS 12 and IFRIC 23. Global Minimum Tax The Group is monitoring the global implementation of the OECD’s Pillar 2 Global Minimum Tax framework. At the reporting date, legislation has been enacted in the following countries in which the Group operates South Africa, Ireland, the Isle of Man, and the United Kingdom, with effective dates commencing in 2024. The Group has undertaken the necessary readiness and compliance activities in this regard, including the identification of in-scope entities, the collection and validation of relevant data, and the assessment of filing and reporting obligations arising under the Global Anti-Base Erosion (“GloBE”) rules. In line with the May 2023 amendments to IAS 12, the Group has applied the temporary exemption from recognising and disclosing deferred tax assets and liabilities related to top-up taxes. Based on the Group’s current assessment and preliminary modelling, no material exposure to top-up tax is expected at the reporting date. This assessment remains subject to the finalisation of year -end calculations, the interpretation of applicable legislation, and further guidance or developments in the relevant jurisdictions 2026 2025 % % 28.2 Reconciliation of Group effective tax rate South African current tax rate 27.0 27.0 Decrease due to adjustment items (0.7) (0.9) Disallowable expenditure* 0.4 0.4 Impact of deferred tax assets/liabilities not recognised 0.1 - Impact of adjustments relating to prior periods (0.4) (0.6) Differences in corporate tax rates^^ (0.8) (0.7) Non-taxable income^ (1.0) (0.7) Group effective tax rate 25.3 25.4 The tax effect of the most significant items impacting the statutory rate reconciliation are as follows: * Disallowed expenditure largely comprises tax allowances in respect of non-qualifying assets and fair value adjustments not eligible for tax relief. ^^ The impact of tax rate differentials reduced the effective rate because profits earned in the United Kingdom are subject to the lower corporate tax rate of 25%. ^ Non-taxable income and tax incentives comprise mainly of South African learnership allowances, external dividend income (exempt in South Africa), and benefits from the Employment Tax Incentive (ETI) in South Africa. No material uncertain tax positions have been identified that could significantly affect the Group’s effective tax rate. The Group has the following ZAR equivalent tax losses at the period-end of which the availability for offsetting againstfuture taxable income and expiry periods (if applicable) is summarised as follows: Loss prescription period 2026 2025 Rm Rm Zambia# - 0.35 South Africa* 57.60 43.54 Ireland^ 23.20 - 80.80 43.89
Page 83
81 NOTES TO THE GROUP ANNUAL FINANCIAL STATEMENTS (continued) Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 28 TAX EXPENSE (continued) Loss prescription period (continued) Tax losses carried forward comprise losses arising in South Africa and Ireland. * South African assessed losses may be carried forward indefinitely; however, utilisation is restricted to 80% of taxable income before the application of the assessed loss. ^ Irish trading losses may be carried forward indefinitely and utilised against future taxable profits of the same trade. # During the year, the Zambian tax losses were utilised against taxable profits generated by the local operations. 2026 2025 Note Rm Rm 29 DIVIDENDS Interim dividend - 2026 Cash dividend of 321 cents per share declared 1,298 - on 26 February 2026 and paid on 23 March 2026 Final dividend - 2025 Cash dividend of 170 cents per share declared 694 - on 28 August 2025 and paid on 22 September 2025 Dividends paid to Office minority shareholders 2 - Interim dividend - 2025 Cash dividend of 317 cents per share declared - 1,295 on 27 February 2025 and paid on 24 March 2025 Final dividend - 2024 Cash dividend of 197 cents per share declared - 804 on 11 September 2024 and paid on 7 October 2024 Less: dividends received on treasury shares held by subsidiaries (145) (127) Total dividends declared, excluding treasury shares 32.4 1,849 1,972 2026 2025 Cents Cents Dividends per share Final cash dividend - payable/paid September 153 170 Interim cash dividend - paid March 321 317 474 487 The final dividend for the 52-week period ended 28 June 2026 of 153 cents per share, before deduction of dividends tax (where applicable), was declared on 2 7 August 2026 to shareholders registered on the record date of 18 September 2026. The cash dividend is payable on 21 September 2026. No liability regarding this final cash dividend has been recognised. The directors have performed the required solvency and liquidity tests required by the Companies Act and are satisfied that the Company has met the requirements of these tests prior to and, where applicable, immediately after the declaration of the aforesaid dividend.
Page 84
82 NOTES TO THE GROUP ANNUAL FINANCIAL STATEMENTS (continued) Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 30 EARNINGS AND CASH FLOW PER SHARE Basic earnings per share are derived by dividing profit for the period attributable to equity holders of the Company by the weighted average number of shares (WANOS). Appropriate adjustments are made to the WANOS when calculating diluted basic earnings per share. Headline earnings per share (HEPS) are derived by dividing headline earnings by the WANOS. Appropriate adjustments are made to the WANOS used in calculating diluted headline earnings per share (DHEPS). Headline earnings is calculated in accordance with Circular 1/2023 issued by the South African Institute of Chartered Accountants (SAICA) as follows: 2026 2025 Note Rm Rm Profit for the period, attributable to equity holders of the Company 2,662 2,790 Adjusted for: Net impairment of right-of-use assets 3 31 17 Tax in relation to net impairment of right-of-use assets (8) (5) Loss on write-off of intangible assets 5 - 15 Tax on loss on write-off of intangible assets - (4) Impairment of property, plant and equipment 2, 26.6 1 3 Tax in relation to impairment of property, plant and equipment - (1) Loss on write-off or disposal of plant and equipment 2 5 1 Tax on loss on write-off or disposal of plant and equipment* (1) - Headline earnings 2,690 2,816 The weighted average number of ordinary shares, adjusted for treasury shares held by subsidiaries (including shares held for participants in the Group’s equity-settled compensation scheme in respect of RSPs and PSPs), and referred to hereafter as ‘weighted average number of shares’, is used in calculating all the basic earnings, headline earnings and cash flow per share amounts below: 2026 2025 Number Number of shares of shares Issued shares (net of treasury shares) at the beginning of the reporting period (millions) 375.4 372.3 Weighted average number of treasury shares utilised during the reporting period (millions) 2.4 2.1 Weighted average number of shares issued and repurchased during the reporting period (millions) (10.4) - Weighted average number of shares for the reporting period (millions) 367.4 374.4 2026 2025 30.1 Basic and headline earnings basis Basic earnings per share (cents) 724.6 745.2 Headline earnings per share (cents) 732.2 752.1
Page 85
83 NOTES TO THE GROUP ANNUAL FINANCIAL STATEMENTS (continued) Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 2026 2025 Number Number of shares of shares 30 EARNINGS AND CASH FLOW PER SHARE (continued): 30.2 Diluted basic and headline earnings basis Weighted average number of shares for the reporting period (millions) 367.4 374.4 Add: Dilutive effect of restricted and performance shares (millions) 2.8 4.4 Diluted weighted average number of shares for the reporting period (millions) 370.2 378.8 The dilution arises from unvested equity-based awards in respect of the equity -settled share schemes. The amount of the dilution is calculated with reference to the difference betw een the fair value and the award price of the Company’s shares, the award price being adjusted for the cost of share -based payments, being the fair value of services to be received. Fair value is determined using the weighted average market price of the shares during the period. 2026 2025 x Diluted basic earnings per share (cents) 719.1 736.5 Percentage dilution in basic earnings per share (%) (0.8) (1.2) Diluted headline earnings per share (cents) 726.6 743.4 Percentage dilution in headline earnings per share (%) (0.8) (1.2) 30.3 Cash flow basis This basis focuses on the cash inflow actually achieved during the reporting period. Cash flow per share is calculated by dividing cash inflow from operations by the weighted average number of shares. Cash inflow from operations (Rm) 4,216 4,737 Cash flow per share (cents) 1,147.5 1,265.2 2026 2025 30.4 Cash equivalent earnings basis This basis recognises the potential of the earnings stream to generate cash. It is therefore an indicator of the underlying quality of earnings. Cash equivalent earnings per share is calculated by dividing the cash equivalent earnings by the weighted average number of shares as calculated below. Profit for the period (Rm) 2,664 2,796 Adjusted for: Non-cash items (refer to note 32.1) (Rm) 1,632 1,791 Deferred tax (refer to note 8) (Rm) 64 81 Cash equivalent earnings (Rm) 4,360 4,668 Cash equivalent earnings per share (cents) 1,187 1,247 30.5 Cash realisation rate This represents the potential cash earnings realised and is derived by dividing cash flow per share by cash equivalent earnings per share. (%) 97 101
Page 86
84 NOTES TO THE GROUP ANNUAL FINANCIAL STATEMENTS (continued) Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 31 RELATED PARTY DISCLOSURES Post-retirement benefit plans The Group is a participating employer in various defined contribution retirement plans as well as defined benefit healthcare plans. Refer to notes 27.2 and 27.3 for further information. Key management personnel Details relating to executive and non -executive directors’ remuneration and shareholdings (including equity-based awards) in the Company are disclosed in note27.1 and Annexure Two respectively. Directors of theCompany and of the subsidiaries, Truworths Ltd and Office Holdings Ltd, have been classified as key management personnel. Below is a summary of the total compensation incurred in relation to the 24 (2025: 22) employees constituting key management personnel for the period. 2026 2025 Rm Rm x Category Short-term benefits 91 90 Equity-and-cash-settled compensation benefits 29 51 Total remuneration 120 141 Interest of directors in contracts No directors have a material direct or indirect interest in any transaction with the Company or any of its subsidiaries. 2026 2025 Note Rm Rm 32 NOTES TO THE STATEMENTS OF CASH FLOWS 32.1 Cash flow from profit before tax Profit before tax 3,564 3,749 Add: Non-cash items 1,632 1,791 Depreciation and amortisation 1,581 1,526 Dilapidation provision movement 11 10 Movement in leave pay obligation 36 26 Net interest accrual movement 2 (6) Impairment of property, plant and equipment 2 1 3 Unrealised foreign exchange gains (17) (2) Post-retirement medical benefit expense 17.2 3 5 Net impairment of right-of-use assets 31 17 Gain on right-of-use re-measurements and modifications 25 (62) (7) Loss on write-off or disposal of plant, equipment and intangible assets 26.6 5 16 Fair value adjustment of charitable trusts’ investments 25 (22) - Fair value adjustment of insurance cell captive 7.1, 26.6, 25 14 2 Finance charges (5) 3 Unrealised foreign exchange (gain)/loss on revaluation of money market accounts (38) 71 Share-based payments: equity-settled 27.5.1 92 127 Interest received (1,261) (1,345) Interest income 25 (1,259) (1,351) Accrued interest income (2) 6 Dividends received 25 (55) (31) Finance costs paid 518 512 Interest expense 26.7 524 525 Accrued interest expense (6) (13) Lease incentives received 9 6 Contribution to post-retirement medical benefit plan asset 17.1 (3) (7) Cash inflow from profit before tax 4,404 4,675
Page 87
85 NOTES TO THE GROUP ANNUAL FINANCIAL STATEMENTS (continued) Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 2026 2025 Rm Rm 32 NOTES TO THE STATEMENTS OF CASH FLOWS (continued) 32.2 Working capital movements Increase in inventories (319) (102) Increase in trade and other receivables and prepayments (11) (55) Increase in trade and other payables and provisions 142 323 Cash (outflow)/inflow (188) 166 32.3 Tax paid Amounts owing at the beginning of the reporting period (63) (158) Current tax charged to profit or loss (837) (872) Truworths Africa segment current tax 28.1 (522) (573) Office UK segment current tax 28.1 (315) (299) Foreign exchange movements charged to equity 3 (1) Amounts owing at the reporting date 99 63 Cash outflow (798) (968) 32.4 Dividends paid Unclaimed dividends due to shareholders at the beginning of the reporting period (4) (4) Amounts charged to equity 29 (1,847) (1,972) Dividends paid to Office minority shareholders 29 (2) - Unclaimed dividends due to shareholders at the reporting date 20 4 4 Cash outflow (1,849) (1,972) 32.5 Acquisition of property, plant and equipment to expand operations Equipment, furniture and fittings (283) (416) Computer equipment (1) (11) Motor vehicles (1) (1) Cash outflow (285) (428) 32.6 Acquisition of plant and equipment to maintain operations Equipment, furniture and fittings (221) (163) Computer equipment (40) (22) Buildings (6) (2) Cash outflow (267) (187) 32.7 Lease liabilities paid Payment of principal portion of lease liabilities (1,128) (1,105) Cash outflow (1,128) (1,105)
Page 88
86 NOTES TO THE GROUP ANNUAL FINANCIAL STATEMENTS (continued) Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 33 DISTRIBUTION CENTRE The Group holds an interest in a joint operation with the Atterbury group on a 50/50 basis. The joint operation is not considered material to the Group’s financial position or results of operation other than the distribution centre (DC) property and the 99 - year leasehold title to industrial land on which the DC was developed for the Truworths Africa segment. The construction of the DC was completed in accordance with ‘green’ building standards, and the building was awarded EDGE Adva nced certification. At the reporting date, the carrying value of the property and the right of use asset was R260.8 million, which has been consolidated in the Group financial statements. The Group’s 50% share in the DC is held in a wholly -owned subsidiary, K2022434602 (South Africa) (Pty) Ltd trading as Truworths Real Estate Investment Company (TREIC). Upon completion of construction, the DC was leased by the joint operators TREIC and King Air Industria (Pty) Ltd (KAI) (a subsidiary of the Atter bury group) to the Group’s main operating subsidiary, Truworths Ltd. The lease commenced on 1 December 2023 and is for an initial period of 15 years. Truworths Ltd was responsible for the procurement and installation of the materials handling equipment, wh ich installation was completed in the 2025 financial period. No depreciation has been recognised on the DC building as its residual value exceeds its cost. The Group has the right to acquire the joint operator’s 50% share in the leasehold rights in respect of the land and the DC building thereon on the fifth or eighth anniversary of the commencement of the lease between the joint operators and Truworths Ltd. This option represents the right to acquire property and accordingly fall outside the scope of IFRS 9 and is therefore not recognised in the financial statements. The Group exercised its option and concluded agreements on 28 February 2026 to acquire the leasehold rights to the 18,961 square meter stand adjacent to the DC at a purchase price of R52 million, inclusive of VAT (included in prepayments at the reporting date as ownership only transferred to TREIC after the period-end). The registration of the stand lease was completed on 29 June 2026, after the period-end. 34 SEGMENT REPORTING IFRS 8 requires operating segments to be identified on the basis of internal reporting about components of the Group that are regularly reviewed by the chief operating decision-maker ("CODM") for the purpose of making decisions about resources to be allocated to segments and for assessing their performance. The CODM identifies a function rather than a specific title. The Group has identified its executive directors, collectively, as performing this function. The executive directors regularl y review the Group’s segment information to allocate resources among the Group’s bus iness units and assess their performance. The Group's reportable segments have been identified as the Truworths Africa and Office UK business units. The Truworths Africa business unit comprises the retailing activities, including e-commerce, conducted by the Group in Africa through which the Group retails fashion apparel comprising clothing, footwear and other fashion products as well as homeware. Included in the Truworths Africa business unit is the YDE business unit which comprises the agency activities through which the Group retails clothing, footwear and related products on behalf of emerging South African designers. The Office UK business unit comprises the footwear retail activities conducted by the Group through stores, concession outlets, wholesale partnerships and an e-commerce channel in the United Kingdom and Republic of Ireland. Segment performance is reported in terms of IFRS Accounting Standards and evaluated based on revenue, EBITDA and profit before tax.
Page 89
87 NOTES TO THE GROUP ANNUAL FINANCIAL STATEMENTS (continued) Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 Consoli- Truworths dation Africa Office UK entries Group Note Rm Rm Rm Rm 34 SEGMENT REPORTING (continued) 34.1 Reportable segment information 2026 Total third-party revenue 25 15,246 7,784 - 23,030 Sale of merchandise 25 13,638 7,701 - 21,339 Cost of sales 26.1 (6,273) (4,113) 4 (10,382) Gross profit 7,365 3,588 4 10,957 Other income 25 478 92 (61) 509 Trading expenses (6,502) (2,247) 57 (8,692) Depreciation and amortisation 26.2 (1,148) (368) - (1,516) Employment costs 26.3 (2,008) (808) - (2,816) Occupancy costs 26.4 (787) (414) - (1,201) Trade receivable costs 26.5 (1,375) - - (1,375) Net bad debt and expected credit loss allowances raised (1,289) - - (1,289) Other trade receivable costs (86) - - (86) Other operating costs 26.6 (1,184) (657) 57 (1,784) Trading profit 1,341 1,433 - 2,774 Interest income 25 1,177 82 - 1,259 Dividend income 25 55 - - 55 Profit before finance costs and tax 2,573 1,515 - 4,088 Finance costs 26.7 (455) (69) - (524) Profit before tax 2,118 1,446 - 3,564 Tax expense (550) (350) - (900) Profit for the period 1,568 1,096 - 2,664 EBITDA 3,721 1,883 - 5,604 Segment assets 27,282 6,484 (13,677)* 20,089 Segment liabilities 7,361 2,462 (37)* 9,786 Capital expenditure 228 443 - 671 Key ratios Gross margin (%) 54.0 46.6 - 51.3 Trading margin (%) 9.8 18.6 - 13.0 Operating margin (%) 18.9 19.7 - 19.2 Inventory turn (times) 4.0 3.8 - 3.9 Account: Cash sales mix (%) 71:29 0:100 - 46:54
Page 90
88 NOTES TO THE GROUP ANNUAL FINANCIAL STATEMENTS (continued) Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 Consoli- Truworths dation Africa Office UK entries Group Note Rm Rm Rm Rm 34 SEGMENT REPORTING (continued) 34.1 Reportable segment information (continued) 2025 Total third-party revenue 25 15,415 7,656 - 23,071 Sale of merchandise 25 13,770 7,553 - 21,323 Cost of sales 26.1 (6,394) (3,999) 4 (10,389) Gross profit 7,376 3,554 4 10,934 Other income 25 439 27 (61) 405 Trading expenses (6,286) (2,218) 57 (8,447) Depreciation and amortisation 26.2 (1,167) (333) - (1,500) Employment costs 26.3 (2,018) (753) - (2,771) Occupancy costs 26.4 (726) (419) - (1,145) Trade receivable costs 26.5 (1,260) - - (1,260) Net bad debt and expected credit loss allowances raised (1,164) - - (1,164) Other trade receivable costs (96) - - (96) Other operating costs 26.6 (1,115) (713) 57 (1,771) Trading profit 1,529 1,363 - 2,892 Interest income 25 1,250 101 - 1,351 Dividend income 25 31 - - 31 Profit before finance costs and tax 2,810 1,464 - 4,274 Finance costs 26.7 (471) (54) - (525) Profit before tax 2,339 1,410 - 3,749 Tax expense (625) (328) - (953) Profit for the period 1,714 1,082 - 2,796 EBITDA 3,977 1,797 - 5,774 Segment assets 27,027 6,541 (13,664)* 19,904 Segment liabilities 6,998 2,200 (25)* 9,173 Capital expenditure 467 165 - 632 Key ratios Gross margin (%) 53.6 47.1 - 51.3 Trading margin (%) 11.1 18.0 - 13.6 Operating margin (%) 20.4 19.4 - 20.0 Inventory turn (times) 4.1 4.4 - 4.2 Account: Cash sales mix (%) 70:30 0:100 - 46:54 * Elimination of investment in Office UK as well as inter-segment assets and liabilities.
Page 91
89 NOTES TO THE GROUP ANNUAL FINANCIAL STATEMENTS (continued) Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 2026 2025 Contribution to revenue Contribution to revenue Rm % Rm % 34 SEGMENT REPORTING (continued) 34.2 Third-party revenue South Africa 14,702 63.8 14,850 64.4 United Kingdom 7,388 32.1 7,286 31.6 Republic of Ireland 387 1.7 362 1.6 Namibia 202 0.9 199 0.9 Botswana 163 0.7 195 0.8 Eswatini 130 0.6 123 0.5 Lesotho 31 0.1 30 0.1 Zambia 18 0.1 18 0.1 Rest of Europe# 4 - * 5 - * United States# 2 - * 1 - * Germany# 2 - * 1 - * Middle East, Asia and Australia# 1 - * 1 - * Total third-party revenue (refer to note 25) 23,030 100 23,071 100 * Zero due to rounding. # Ecommerce revenue. 2026 2025 Contribution to sale Contribution to sale of merchandise of merchandise Note Rm % Rm % 34.3 Components of sale of merchandise Truworths ladieswear 3,655 17.1 3,762 17.6 Truworths designer emporium* 1,314 6.2 1,380 6.5 Total Truworths ladieswear 4,969 23.3 5,142 24.1 Office UK 7,592 35.6 7,491 35.1 Truworths menswear** 3,656 17.1 3,666 17.2 Identity 2,144 10.0 2,226 10.4 Truworths kids emporium@ 1,326 6.2 1,417 6.6 Other# 2,069 9.7 2,020 9.6 Group retail sales 21,756 102.0 21,962 103.0 Wholesale sales 4 0.0 3 0.0 Delivery fee income 134 0.6 90 0.4 Variable consideration adjustments^ (555) (2.6) (732) (3.4) Sale of merchandise 25 21,339 100 21,323 100 YDE agency sales 200 206 * Daniel Hechter Ladies, Ginger Mary, Glamour, LTD Ladies and Earthaddict. ** Truworths Man, Uzzi, Daniel Hechter Mens, LTD Mens and Fuel. @ LTD Kids, Earthchild and Naartjie. # Cosmetics, cellular, Truworths Jewellery, Office London (South Africa), Loads of Living and Sync. ^ Refer to note 25 for further information.
Page 92
90 NOTES TO THE GROUP ANNUAL FINANCIAL STATEMENTS (continued) Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 2026 2025 Rm Rm 34 SEGMENT REPORTING (continued) 34.4 Non-current assets (excluding right-of-use assets) South Africa 2,785 2,900 United Kingdom 1,859 1,738 Republic of Ireland 62 27 Botswana 11 15 Namibia 5 6 Eswatini 1 1 4,723 4,687 Non-current assets represent property, plant and equipment, goodwill and intangible assets. 2026 2025 Note Rm Rm 34.5 Right-of-use assets South Africa 2,763 2,465 United Kingdom 819 694 Republic of Ireland 137 120 Botswana 25 21 Namibia 34 18 Eswatini 9 15 Zambia 8 5 Lesotho - 3 3 3,795 3,341 35 EVENTS AFTER THE REPORTING DATE No event which is material to the understanding of this report has occurred between the reporting date and the date of this report except for the dividend declared after the reporting date as disclosed in note 29.
Page 93
COMPANY ANNUAL FINANCIAL STATEMENTS 91 Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 Company information Truworths International Ltd Registered office No. 1 Mostert Street P O Box 600 Cape Town Cape Town South Africa South Africa 8001 8000 Company registration number 1944/017491/06 Country of incorporation Republic of South Africa Presentation and functional currency The presentation and functional currency used in the preparation of the company financial statements is the South African Rand (ZAR) and all amounts are rounded to the nearest thousand, except where otherwise indicated. Contents Company Statement of Financial Position 92 Company Statement of Comprehensive Income 93 Company Statement of Changes in Equity 94 Company Statement of Cash Flows 95 Notes to the Company Annual Financial Statements 1 Material accounting policies – refer to note 1 of Group annual financial statements 2 Assets held at fair value 96 3 Cash and cash equivalents 96 4 Share capital 96 5 Non-distributable reserves 97 6 Loans and other payables 97 7 Financial guarantees 97 8 Financial risk management 98 9 Revenue 103 10 Profit before tax 104 11 Tax expense 104 12 Dividends 105 13 Notes to the statements of cash flows 106 14 Related party disclosures 107
Page 94
COMPANY STATEMENT OF FINANCIAL POSITION 92 Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 at 28 June at 29 June 2026 2025 Note R'000 R'000 ASSETS Non-current assets Assets held at fair value 2 26,436,170 33,544,365 Current assets 541,607 10,577 Loans and other receivables 14 533,375 73 Tax receivable 13.3 13 91 Cash and cash equivalents 3 8,219 10,413 Total assets 26,977,777 33,554,942 EQUITY AND LIABILITIES Total equity 26,969,944 33,542,962 Share capital 4 60 61 Retained earnings 9,176,663 8,336,323 Non-distributable reserves 5 17,793,221 25,206,578 Non-current liabilities Deferred tax 5 - Current liabilities 7,828 11,980 Loans and other payables 6 7,828 11,980 Total liabilities 7,833 11,980 Total equity and liabilities 26,977,777 33,554,942
Page 95
COMPANY STATEMENT OF COMPREHENSIVE INCOME 93 Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 52 weeks to 52 weeks to 28 June 29 June 2026 2025 Note R'000 R'000 Revenue 9 3,273,496 3,701,811 Other income 9 15,000 13,959 Expenses (31,294) (16,811) Board and committee fees 10.1 (11,525) (10,293) Other operating costs 10.2 (19,769) (6,518) Loss before dividend and interest income (16,294) (2,852) Dividend income 9 3,257,874 3,687,684 Interest income 9 622 807 Profit before tax 3,242,202 3,685,639 Tax 11.1 (66) (14) Profit for the period 3,242,136 3,685,625 Other comprehensive (loss)/income not to be reclassified to profit or loss in subsequent periods Revaluation of subsidiaries 5.1 (7,415,860) (5,814,813) Fair value adjustment on assets held at fair value 5.1 2,503 3,969 Other comprehensive loss for the period, net of tax (7,413,357) (5,810,844) Total comprehensive loss for the period (4,171,221) (2,125,219)
Page 96
COMPANY STATEMENT OF CHANGES IN EQUITY 94 Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 Non- distri- Share Treasury Retained butable Total capital shares earnings reserves equity Note R'000 R'000 R'000 R'000 R'000 2026 Balance at the beginning of the reporting period 61 - 8,336,323 25,206,578 33,542,962 Total comprehensive income/(loss) for the period - - 3,242,136 (7,413,357) (4,171,221) Profit for the period - - 3,242,136 - 3,242,136 Other comprehensive loss for the period 5.1 - - - (7,413,357) (7,413,357) Dividends declared 12 - - (1,992,889) - (1,992,889) Distribution received on winding up of Truworths International Limited Share Trust* - - 16,351 - 16,351 Shares repurchased - (425,258) - - (425,258) Shares cancelled 4 (1) 425,258 (425,258) - (1) Balance as at 28 June 2026 60 - 9,176,663 17,793,221 26,969,944 2025 Balance at the beginning of the reporting period 61 - 6,750,383 31,017,422 37,767,866 Total comprehensive income for the period - - 3,685,625 (5,810,844) (2,125,219) Profit for the period - - 3,685,625 - 3,685,625 Other comprehensive loss for the period 5.1 - - - (5,810,844) (5,810,844) Dividends declared 12 - - (2,099,685) - (2,099,685) Balance as at 29 June 2025 61 - 8,336,323 25,206,578 33,542,962 During the period, the Truworths International Limited Share Trust (TIST) was wound up and distributed a loan receivable from Truworths Ltd in the amount of R16.4 million to the company, as the ultimate beneficiary. No consideration was payable by the company. The distribution has been recognised directly in retained earnings as a capital receipt. Following the winding up, th e company directly holds the loan receivable from Truworths Ltd on the same terms under which it was previously held by TIST.
Page 97
COMPANY STATEMENT OF CASH FLOWS 95 Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 52 weeks to 52 weeks to 28 June 29 June 2026 2025 Note R'000 R'000 CASH FLOWS FROM OPERATING ACTIVITIES Cash outflow from profit before tax 13.1 (1,930) (537) Dividends received 2,942,294 2,100,709 Working capital movements 13.2 744 (1,072) Cash generated from operations 2,941,108 2,099,100 Interest received 13.1 622 807 Tax received/(paid) 13.3 17 (41) Cash inflow from operations 2,941,747 2,099,866 Dividends paid 13.4 (1,993,111) (2,099,460) Net cash inflow from operating activities 948,636 406 Loans advanced to subsidiary company 13.5 (525,571) - Net cash used in investing activities (525,571) - CASH FLOWS FROM FINANCING ACTIVITIES Shares repurchased (425,259) - Net cash used in financing activities (425,259) - Net (decrease)/increase in cash and cash equivalents (2,194) 406 Cash and cash equivalents at the beginning of the period 10,413 10,007 CASH AND CASH EQUIVALENTS AT THE REPORTING DATE 3 8,219 10,413
Page 98
NOTES TO THE COMPANY ANNUAL FINANCIAL STATEMENTS 96 Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 2026 2025 Note R'000 R'000 2 ASSETS HELD AT FAIR VALUE Shares in Truworths Ltd* 8.6.2 14,269,520 19,075,335 Shares in Truworths UK Holdco 1 Ltd* 8.6.2 11,281,683 13,639,819 Shares in Young Designers Emporium (Pty) Ltd* 8.6.2 156,962 158,851 Shares in Truworths Trading (Pty) Ltd* 8.6.2 324,427 623,186 K2022434602 (SOUTH AFRICA) (Pty) Ltd* 8.6.2 368,977 4,658 Insurance cell captive** 8.6.2 15,442 25,860 Personal lines insurance business arrangement* 8.6.2 19,159 16,656 Balance at the reporting date 26,436,170 33,544,365 A detailed listing of all subsidiaries is contained in Annexure One. * Held at fair value through other comprehensive income ** Held at fair value through profit or loss 2026 2025 R'000 R'000 3 CASH AND CASH EQUIVALENTS Balance at the reporting date 8,219 10,413 Cash and cash equivalents comprise balances with banks, which earn interest based on floating daily bank deposit rates. Refer to notes 8.2.1 and 8.3.1 for further information relating to interest rate risk and credit risk management respectively. 2026 2025 R'000 R'000 4 SHARE CAPITAL Ordinary share capital Authorised 650 000 000 (2025: 650 000 000) ordinary par value shares of 0.015 cent each 98 98 Issued and fully paid 400 551 604 (2025: 408 498 899) ordinary par value shares of 0.015 cent each 60 61 The company has one class of ordinary shares which carry no rights to fixed income. The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the company’s shareholders. 2026 2025 Number Number of shares of shares 000's 000's Reconciliation of movement in issued shares Balance at the beginning and end of the reporting period 408,499 408,499 Shares repurchased and cancelled during the period (7,947) - Balance at the reporting date 400,552 408,499 During the current period, 7,947,295 repurchased shares were cancelled and delisted from the JSE, A2X and NSX at an aggregate nominal value of R1,192 and an aggregate share premium of R425,256,824.
Page 99
NOTES TO THE COMPANY ANNUAL FINANCIAL STATEMENTS (continued) 97 Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 2026 2025 Note R'000 R'000 5 NON-DISTRIBUTABLE RESERVES Equity-settled compensation reserve 137,790 137,790 Revaluation reserve 5.1 17,709,855 25,123,212 Cash flow hedging reserve (54,424) (54,424) Balance at the reporting date 17,793,221 25,206,578 5.1 Reconciliation of revaluation reserve Balance at the beginning of the period 25,123,212 30,934,056 Fair value adjustment 8.6.2 (7,413,357) (5,810,844) Balance at the reporting date 17,709,855 25,123,212 2026 2025 Note R'000 R'000 6 LOANS AND OTHER PAYABLES Amount owing to Truworths Ltd 13.6, 8.4 - 4,643 Value-added tax 751 377 Other payables and accrued expenses 2,675 2,336 Unclaimed dividends owing to shareholders 13.4, 8.4 4,402 4,624 Balance at the reporting date 7,828 11,980 The directors consider the carrying amounts of all loans and other payables to approximate their fair values. Terms and conditions of financial liabilities: The amount owing to Truworths Ltd is interest-free and repayable on demand. Other payables and accrued expenses and value-added tax are non-interest-bearing provided they are settled within their respective credit terms. Unclaimed dividends owing to shareholders are non-interest-bearing and are payable on demand. Refer to note 8.4 for further information relating to liquidity risk management. 7 FINANCIAL GUARANTEES The company is a guarantor for the Revolving Credit Facility (RCF) of Truworths Ltd. The company was also a guarantor for the term loan of K2022434602 (South Africa) (Pty) Ltd (t/a Truworths Real Estate Investment Company) until this loan was repaid on 5 December 2025, at which date the guarantee was cancelled. The directors consider the fair value of the guarantee provided in respect of Truworths Ltd's RCF to be immaterial. This assessment is based on the fact that the probability of default is remote due to Truworths Ltd's strong financial position, high levels of cash generation, and the significant covenant headroom at the reporting date. Accordingly, no material financial liability exists in respect of this guarantee.
Page 100
NOTES TO THE COMPANY ANNUAL FINANCIAL STATEMENTS (continued) 98 Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 8 FINANCIAL RISK MANAGEMENT 8.1 In the ordinary course of business operations, the com pany is exposed to a variety of financial risks arising from the use of financial instruments. These risks include: market risk (comprising interest rate risk and other price risk); credit risk; and liquidity risk. The board of the company is responsible for risk governance, including financial risks, and is assisted by the directors of Truworths Ltd. The Risk Committee, a committee of thecompany’sboard, oversees the management of financial risks relating to the company’s operations . The board has adopted King IV ’s risk governance and management principles and has established a policy framework which guides the company’s risk management processes. These policies and guidelines are periodically examined by senior executives and adjusted, if necessary, to ensure that changes in the business and economic environment have been taken into account. 8.1.1 Treasury risk management objectives and policies The board, acting on the recommendations of the Truworths Ltd Investment Committee, oversees the management of the company’s treasury function. It has developed and issued comprehensive treasury policies for both the Truworths Africa and Office UK segments and process es to monitor and control the risks arising from the treasury function. The Investment Committee, which consists of senior executives, meets regularly to update treasury risk policies and objectives, as well as t o re-evaluate risk management strategies against revised economic forecasts. Policy amendments have to be submitted to the board for approval. Compliance with the treasury policies is reviewed periodically by internal audit. 8.2 Market risk management The company’s exposure to market risk relates to interest rate risk and other price risk. Market risk is managed by identifying and quantifying risks on the basis of current and future expectations and by ensuring that all treasury trading occurs within defined parameters. This involves the review and implementation of methodologies to reduce risk exposure. The reporting on the state of the risk and risk practices to executive management is part of this process. The processes set up to measure, monitor and mitigate these market risks are described below. There has been no change in the company’s exposure to market risk or the manner in which it manages and measures the risk since the prior reporting period. 8.2.1 Interest rate risk The company is exposed to cash flow interest rate risk on its floating rate cash and cash equivalents. The company does not hold any fixed rate interest instruments. The company is not geared and is therefore not subject to interest rate risk on borrowings. Interest rate analysis No interest-bearing instruments have a maturity profile exceeding one year. The interest rates of interest-bearing instruments at the reporting date are summarised below: 2026 2025 % pa % pa Floating rate at the reporting date for balances with banks 5.1 5.1 Interest rate sensitivity analysis The interest rate sensitivity analysis is based on a fluctuation of 100 basis points in the prime interest rate and assumes that all other variables remain constant. A fluctuation of 100 basis points in the prime interest rate is considered appropriate based on recent forecasts and economic indicators. A change of 100 basis points in interest rates would not have a material impact on the profits of the company. The analysis was performed on the same basis for 2025. 8.2.2 Other price risk The company is exposed to fluctuations inthe fair value of investments insubsidiaries that are classified asequity instruments measured at fair value through other comprehensive income. Refer to note 8.6 for further information relating to the relevant valuation techniques used in determining the fair value of investments in subsidiaries. The fair value of company’s investments in Truworths Ltd and Truworths UK Holdco 1 Ltd, is sensitive to changes in the EV/EBITDA valuation multiples applied in the fair value calculation, the subsidiaries’ sustainable EBITDA and the applicable control premium.
Page 101
NOTES TO THE COMPANY ANNUAL FINANCIAL STATEMENTS (continued) 99 Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 8 FINANCIAL RISK MANAGEMENT (continued) 8.2.2 Other price risk (continued) A 0.1 times increase or decrease in the respective EV/EBITDA multiples increases or decreases the combined enterprise value of these investments by approximately R618 million, while a 1 percentage point increase or decrease in the control premium increases or decreases their equity value by approximately R210 million. The fair value of the company’s investments in Truworths Trading (Pty) Ltd, K2022434602 (South Africa) (Pty) Ltd and Young Designers Emporium (Pty) Ltd is determined with reference to net asset value, the contractual buy-out value of the distribution centre and discounted cash flows, respectively. The fair value of these investments aresensitive to changes in the company’s own share price, changes in commercial property valuations, and future profitability and cash flows. The fair value of the investment in Young Designers Emporium (Pty) Ltd is not material to the Group's Level 3 asset base and, accordingly, a separate sensitivity analysis of changes in the discount rate and terminal growth rate used in the DCF valuation has not been presented. A 50 basis point increase or decrease in the market related real estate rental return rate applied in determining the fair value of the investment in K2022434602 (South Africa) (Pty) Ltd decreases or increases its fair value by approximately R18 million, with a corresponding effect recognised in other comprehensive income. 8.2.3 Currency risk The company is exposed to currency risk in respect of its investment in Truworths UK Holdco 1 Ltd, which is measured at fair value through other comprehensive income. The underlying fair value of this investment is in Pound Sterling (refer to note 8.6.1 fo r further information on the determination of the enterprise value), which is translated into Rand at the closing exchange rate at the reporting date. Consequently, in addition to the enterprise value sensitivities disclosed in note 8.2.2,the Rand carrying value of this investment is exposed to movements in the GBP/ZAR exchange rate. A 5% (2025: 5%) strengthening or weakening of the ZAR against the Pound Sterling, assuming all other variables remain constant, would decrease or increase the fair value of the investment in Truworths UK Holdco 1 Ltd by approximately R564 million (2025: R682 million), with a corresponding effect recognised in other comprehensive income. 8.3 Credit risk The company’s exposure to credit risk relates to cash and cash equivalentsand its loan receivable from Truworths Ltd. Refer to note 3 for cash and cash equivalents and note 14 for the loan receivable from Truworths Ltd. The company’s maximum exposure to credit risk amountedto R542 million (2025: R10 million) at the reporting date. Loans and other receivables are neither past due nor impaired and do not expose the company to any material credit risk. 8.3.1 Cash and cash equivalents The company invests surplus cash only with A1+ (ZA) and approved A1 (ZA) rated financial institutions. The amount of exposure to any one counterparty is subject to the limits imposed by the Group’s treasury policy in order to achieve aspread of risk and opportunity.
Page 102
NOTES TO THE COMPANY ANNUAL FINANCIAL STATEMENTS (continued) 100 Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 8 FINANCIAL RISK MANAGEMENT (continued) 8.4 Liquidity risk The company’s exposure to liquidity risk relates toloans and other payables. The expected maturity profile of the company’s financial liabilities at the reporting date, based on contractual undiscounted payments, including contractual interest payable (where applicable), is as follows: Settled Settled Settled before between on 30 30-59 demand days days Total Note R'000 R'000 R'000 R'000 2026 Loans and other payables Other payables and accrued expenses 6 - 1 1,786 1,787 Unclaimed dividends due to shareholders 6 4,402 - - 4,402 4,402 1 1,786 6,189 2025 Loans and other payables Amount owing to Truworths Ltd 6 4,643 - - 4,643 Other payables and accrued expenses - 88 2,248 2,336 Unclaimed dividends due to shareholders 6 4,624 - - 4,624 9,267 88 2,248 11,603 8.5 Items of income, expense, gains or losses Fair value Dividends Interest Net gains/losses(losses)/gains received received R'000 R'000 R'000 R'000 2026 Financial assets and liabilities At fair value through profit or loss (14,364) 3,257,874 - 3,243,510 At fair value through other comprehensive income (7,413,357) - - (7,413,357) Loans and receivables - - 622 622 2025 Financial assets and liabilities At fair value through profit or loss (2,315) 3,687,684 - 3,685,369 At fair value through other comprehensive income (5,810,844) - - (5,810,844) Loans and receivables - - 807 807 8.6 Fair value of financial instruments 8.6.1 Fair value measurement All financial instruments have been recognised in the statements of financial position and there is no material difference between their fair values and carrying amounts. The following methods and assumptions were used by the company in establishing fair values: Financial assets and liabilities (other than assets held at fair value) Carrying amounts reported in the statements of financial position at amortised cost approximate fair values. The fair value of the financial instruments at the reporting date has been determined using available market information and appropriate valuation methodologies.
Page 103
101 Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 NOTES TO THE COMPANY ANNUAL FINANCIAL STATEMENTS (continued) 8.6 Fair value of financial instruments (continued) 8.6.1 Fair value measurement (continued) Assets held at fair value through other comprehensive income Shares in subsidiaries are classified as equity instruments and are measured at fair value through other comprehensive income. Direct subsidiaries of Truworths International Ltd include Truworths Ltd (the Group’s main trading subsidiary in South Africa and holding company of the Group’s trading subsidiaries in the rest of Africa), Truworths UK Holdco 1 Ltd (the Group’s UK investment holding company of the Group’s trading subsidiary in the UK), Young Designers Emporium (Pty) Ltd (the YDE trading subsidiary), Truworths Trading (Pty) Ltd (the Group’s treasury share investment holding company) and K2022434602 (South Africa) (Pty) Ltd (the real estate investment company holding the Group’s 50% share in the new Truworths Africa distribution centre). The Group determines the fair value of the company’s investments as follows: Truworths Ltd and Truworths UK Holdco 1 Ltd Consensus income valuation multiples applicable to the Group and Office UK, specifically EV/EBITDA multiples, adjusted for control, marketability and other relevant factors. This methodology ensures a consistent valuation approach across the Group’s main trading subsidiaries and reflects current market valuations. The EV/EBITDA multiples are compared to peer group multiples in South Africa and the UK for reasonability. This methodology combines the principles of the income and market approach. These multiples are reflected in the valuation assumptions table below. Young Designers Emporium (Pty) Ltd (YDE) Discounted cashflow (DCF) valuation based on estimated future cash flows to be generated by YDE, discounted to their present value using an appropriate discount rate that reflects current market assumptions of the time value of money and risks specific to the asset. These rates are reflected in the valuation assumptions table below. Truworths Trading (Pty) Ltd Net asset value, which approximates fair value given the nature of the underlying assets and liabilities of the entity. K2022434602 (South Africa) (Pty) Ltd (TREIC) The value of the distribution centre building and land, based on the buy-out capitalisation rate per the agreement between TREIC and the joint operator, which reflects a market related real estate rental return rate, plus other assets and less other liabilities of the entity. Short-term insurance cell captive and personal lines insurance business arrangement Net asset value of these interests per management accounts prepared by the third-party administrators. 2026 2025 R'000 R'000 Valuation assumptions Truworths International Ltd Group EV/EBITDA multiple (times) 4.6 5.2 South African peer group EV/EBITDA multiple range (times) 3.6 - 6.9 4.8 - 8.0 Truworths UK Holdco 1 Ltd EV/EBITDA multiple (times) 5.3 5.7 UK peer group EV/EBITDA multiple range (times) 4.0 - 6.1 4.5 - 7.5 Control premium (%) 21.5 22.0 YDE discount rate (WACC) (%) 17.7 17.6 YDE terminal growth rate (%) 3.0 3.0 TREIC capitalisation rate (%) 8.0 - 8.6.2 Fair value hierarchy The company uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique: Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities Level 2: other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly Level 3: techniques which use inputs that have a significant effect on the recorded fair value that are not based on observable market data
Page 104
102 Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 NOTES TO THE COMPANY ANNUAL FINANCIAL STATEMENTS (continued) 8.6 Fair value of financial instruments (continued) 8.6.2 Fair value hierarchy (continued) At the reporting date, the company’s assetsheld at fair value were the only financial assets measured at fair value through other comprehensive income or fair value through profit and loss. The fair value measurement of these assets is classified as level 3. A reconciliation of the movements in each of the assets held at fair value is set out below: 2026 2025 Note R'000 R'000 Shares in Truworths Ltd Balance at the beginning of the period 19,075,335 26,795,961 Fair value adjustment recognised in other comprehensive income* (4,805,815) (7,720,626) Balance at the reporting date 2 14,269,520 19,075,335 Shares in Truworths UK Holdco 1 Ltd Balance at the beginning of the period 13,639,819 10,883,124 Fair value adjustment recognised in other comprehensive income* (2,358,136) 2,756,695 Balance at the reporting date 2 11,281,683 13,639,819 Shares in Young Designers Emporium (Pty) Ltd Balance at the beginning of the period 158,851 377,559 Fair value adjustment recognised in other comprehensive income* (1,889) (218,708) Balance at the reporting date 2 156,962 158,851 Shares in Truworths Trading (Pty) Ltd Balance at the beginning of the period 623,186 1,260,018 Fair value adjustment recognised in other comprehensive income* (298,759) (636,832) Balance at the reporting date 2 324,427 623,186 K2022434602 (SOUTH AFRICA) (Pty) Ltd Balance at the beginning of the period 4,658 - Fair value adjustment recognised in other comprehensive income* 48,739 4,658 Loan capitalised 315,580 - Balance at the reporting date 2 368,977 4,658 Insurance cell captive Balance at the beginning of the period 25,860 24,455 Premiums received during the period 5,445 5,015 Dividends received during the period - fair value adjustment recognised in other operating costs (15,000) - Claims paid during the period (1,499) (1,295) Carrying value fair value adjustment recognised in other operating costs 9, 10.2 636 (2,315) Balance at the reporting date 2 15,442 25,860 Personal lines insurance business arrangement Balance at the beginning of the period 16,656 12,687 Fair value adjustment recognised in other comprehensive income* 2,503 3,969 Balance at the reporting date 2 19,159 16,656 *Total fair value adjustment recognised in revaluation reserve 5.1 (7,413,357) (5,810,844)
Page 105
NOTES TO THE COMPANY ANNUAL FINANCIAL STATEMENTS (continued) 103 Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 8.7 Capital management The company manages its capital to ensure that it will be able to continue as a going concern while enhancing the return to its stakeholders. The company’s overall strategyhas remained unchanged from 2025. The capital structure of the company consists of equity, comprising issued ordinary share capital, non-distributable reserves and retained earnings. Refer to notes 4 to 5 for further information. The primary objectives of the company’s capital management are: to ensure that the company maintains healthy capital ratios to support its business; to enhance the return to shareholders after benchmarking anticipated returns against the company’s financial targets; to ensure that the company will be able to continue as a going concern and have sufficient capital for its operations; and to provide flexibility so as to be able to take advantage of opportunities that could improve shareholder value. The management of capital is reviewed by the board on a quarterly basis. The company will manage the overall capital structure through, but not limited to, dividend payments and share buy -backs, either directly or through subsidiaries. The company manages its capital structure and makes adjustments to it in light of changes in economic conditions and the needs of the company. The company is not subject to any externally imposed minimum capital requirements, save that in terms of the Companies Act (71 of 2008, as amended) it must ensure that following any share repurchases or payments to shareholders, on a fair value basis, its assets must exceed its liabilities, its capital must be adequate for the purposes of its business and it must be able to pay its debts when they fall due. Consequently, when such transactions are in contemplation,management considers their impact on the company’s solvency, liquidity and equity. 2026 2025 Note R'000 R'000 Profit for the period 3,242,136 3,685,625 Equity of the company 26,969,944 33,542,962 2026 2025 R'000 R'000 R'000 9 REVENUE Dividend income 3,257,874 3,687,684 Other income 15,000 13,959 Management fees received 15,000 13,320 Other income* - 639 Interest income 622 807 3,273,496 3,702,450 Revenue 3,273,496 3,701,811 *Items not included in revenue - 639 3,273,496 3,702,450 The company's revenue comprises dividend income, management fees and interest income. Dividend income is recognised when the company's right to receive payment is established. Management fee income is recognised over time as the related services are rendered. Interest income is recognised using the effective interest method. The accounting policies relating to management fees and interest income are consistent with those set out in note 1.20 of the Group annual financial statements.
Page 106
NOTES TO THE COMPANY ANNUAL FINANCIAL STATEMENTS (continued) 104 Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 2026 2025 Note R'000 R'000 10 PROFIT BEFORE TAX Profit before tax is stated after taking account of the following items: 10.1 Board and committee fees Directors fees 8,528 7,119 Board committee members' fees 2,997 3,174 11,525 10,293 The detail of fees by director is included in note 27.1 in the Group annual financial statements. The difference in the amount disclosed in that note compared to this note relates to value -added tax (which the company is unable to claim) and skills development levies. 10.2 Other operating costs Management, administrative and secretarial fees incurred include: Financial reporting fees 1,910 1,724 JSE, NSX and STRATE fees 1,613 1,729 Consulting fees 483 321 Transfer secretaries' fees 113 160 Fair value adjustment in respect of insurance cell captive 8.6.2, 13.1 14,364 2,315 Other* 1,286 269 19,769 6,518 *Other costs comprises mainly of travel and communication costs, foreign exchange losses and audit fees. Audit fees in the current period amounted to R68 079 (2025: R67 329). 2026 2025 R'000 R'000 11 TAX EXPENSE 11.1 Current period tax charge South African normal tax 61 14 Current period 43 14 Prior period over provision 18 - South African deferred tax 5 - Origination and reversal of temporary differences in current period (4) - Movement as a result of prior year under provision 9 - 13.3 66 14 Tax returns and payments The company has lodged its income tax return for the 2025 tax year. The most recent tax assessment issued by the South African Revenue Service to the company was in respect of the 2025 tax year. The required income tax payments for the 2026 year of assessment have been made. 2026 2025 % % 11.2 Reconciliation of effective tax rate South African normal tax rate 27.0 27.0 Decrease in rate of tax due to (27.0) (27.0) Non-taxable income^ (27.1) (27.0) Disallowed expenditure* 0.1 - Effective tax rate - - ^ The company has non-taxable income, which substantively comprises dividend income which is tax exempt, of R3.26 billion (2025: R3.69 billion). * The company has expenses disallowed as deductions for tax purposes, as they are considered of a capital nature, ofR15.9 million (2025: R2.8 million).
Page 107
NOTES TO THE COMPANY ANNUAL FINANCIAL STATEMENTS (continued) 105 Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 2026 2025 R'000 R'000 12 DIVIDENDS Interim dividend - 2026 Cash dividend of 321 cents per share declared on 26 February 2026 and paid on 23 March 2026 1,298,441 Final dividend - 2025 Cash dividend of 170 cents per share declared on 28 August 2025 and paid on 22 September 2025 694,448 Interim dividend - 2025 Cash dividend of 317 cents per share declared on 27 February 2025 and paid on 24 March 2025 1,294,942 Final dividend - 2024 Cash dividend of 197 cents per share declared on 11 September 2024 and paid on 7 October 2024 804,743 Total dividends declared 1,992,889 2,099,685 The final dividend for the 52-week period ended 28 June 2026 of 153 cents per share, before deduction of dividends tax (where applicable), was declared on 27 August 2026 to shareholders registered on the record date of 18 September 2026. The cash dividend is payable on 21 September 2026. No liability regarding this final cash dividend has been recognised. The directors have performed the required solvency and liquidity tests required by the Companies Act and are satisfied that the company has met the requirements of these tests prior to and, where applicable, immediately after the declaration of the aforesaid dividend.
Page 108
NOTES TO THE COMPANY ANNUAL FINANCIAL STATEMENTS (continued) 106 Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 2026 2025 Note R'000 R'000 13 NOTES TO THE STATEMENTS OF CASH FLOWS 13.1 Cash flow from profit before tax Profit before tax 3,242,202 3,685,639 Add/(Deduct): Non-cash items (301,216) (1,584,660) Dividend income 9 (315,580) (1,586,975) Fair value adjustment of insurance cell captive 10.2 14,364 2,315 Dividends received 9 (2,942,294) (2,100,709) Interest received 9 (622) (807) Cash outflow (1,930) (537) 13.2 Working capital movements Increase/(decrease) in other payables and accrued expense 713 (1,126) Decrease in other receivables 31 54 Cash inflow/(outflow) 744 (1,072) 13.3 Tax paid Amounts receivable at the beginning of the period 91 64 Amounts charged to profit and loss: South African normal tax 11.1 (61) (14) Amounts receivable at the reporting date (13) (91) Cash inflow/(outflow) 17 (41) 13.4 Dividends paid Unclaimed dividends owing to shareholders at the beginning of the period 6 (4,624) (4,399) Amounts charged to equity 12 (1,992,889) (2,099,685) Unclaimed dividends owing to shareholders at the reporting date 6 4,402 4,624 Cash outflow (1,993,111) (2,099,460) 13.5 Reconciliation of movements in assets and liabilities arising from investing/financing activities Balance at Balance at the beginning Cash Non-cash the reporting of the period movements movements date R'000 R'000 R'000 R'000 2026 Truworths Ltd 6, 14 (4,643) 525,571 12,405 533,333 2025 Truworths Ltd 6, 14 (1,587,898) - 1,583,255 (4,643)
Page 109
NOTES TO THE COMPANY ANNUAL FINANCIAL STATEMENTS (continued) 107 Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 14 RELATED PARTY DISCLOSURES During the period the company and its subsidiaries entered into various transactions with one another, in the ordinary course of business. Details of interests in and loan balances with subsidiaries are disclosed in notes 2, 6 and Annexure One. Related party transactions during the period were as follows: Amount Income Dividends due from/(to) received received Dividends related from from paid to parties R'000 R'000 R'000 R'000 2026 Truworths Ltd* 15,000 2,111,437 - 533,333 Truworths Trading (Pty) Ltd - 145,478 (145,478) - Truworths UK Holdco 1 Ltd - 949,406 - - 2025 Truworths Ltd 13,320 3,432,829 - (4,643) Young Designers Emporium (Pty) Ltd - 100,000 - - Truworths Trading (Pty) Ltd - 126,347 (126,347) - * The amount due from Truworths Ltd is interest-free and repayable on demand. During the period, the company advanced a portion of the proceeds from the Truworths UK Holdco 1 Ltd dividend to Truworths Ltd for the purposes of funding share buy- backs in Truworths Trading (Pty) Ltd. Shareholders The company’s shares are widely held principally by public holders. The major shareholders of the company are detailed in the Shareholder Information section on pages 124 to 127. Key management personnel Details of the executive and non-executive directors’ emoluments and shareholdingsin the company are disclosed in note s 27.1 and 27.5 of the Group annual financial statements and Annexure Two. Interests of directors in contracts Refer to note 31 of the Group annual financial statements for further information relatingto directors’ interest in contracts with the company and its subsidiaries. Other related parties Refer to note 31 of the Group annual financial statements for further information relating to other related party transactions.
Page 110
ANNEXURE ONE DETAILS OF SUBSIDIARIES 108 Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 Ordinary share capital Percentage held Book value and premium (effective interest) of shares 2026 2025 2026 2025 Name Main business 2026 2025 % % Rm Rm Direct subsidiaries All (Pty) Ltd companies unless otherwise stated Incorporated in South Africa Truworths Ltd R R23,883,152 R23,883,152 100 100 14,270 19,075 Young Designers Emporium C R200 R200 100 100 157 159 Truworths Trading I R60 R60 100 100 324 624 Truworths International Limited Share Trust* E N/A N/A - 100 N/A N/A K2022434602 (South Africa) (t/a TREIC)** RE R315,579,793 R1 100 100 369 - The Apparel Manufacturers Employees Trust# SD N/A N/A - - N/A N/A Incorporated in the Isle of Man Truworths Intellectual Property Ltd IP US$3 US$3 100 100 - - Incorporated in the United Kingdom Truworths UK Holdco 1 Ltd*** I £137 216 657 £161 415 625 100 100 11,282 13,640 C = Commission agent, E = Employee share scheme, I = Investment holding, R = Retailing, IP = Intellectual property holding, RE = Real estate investment, SD = Supplier Development Trust #Truworths International Ltd is not the ultimate beneficiary of the trust, it has however been determined that the company controls the trust, in accordance with IFRS 10. *In the process of being dissolved. **TREIC holds the Group's 50% share in the Truworths Africa distribution centre (TDC Airport), which is treated as a joint operation. ***Share capital and share premium decreased to £137.2m (2025: £161.4m) following a capital reduction undertaken by Truworths UK Holdco 1 Ltd in June 2026. The amount released by the capital reduction was transferred to retained earnings , following the dissolution of Truworths UK Holdco 2 Ltd and Truworths UK Holdco 3 Ltd to simplify the Office UK group structure, and was necessary to clear Truworths UK Holdco 1 Ltd’s (the company) accumulated losses and to better align its capital with its investments. Dormant companies are excluded.
Page 111
ANNEXURE ONE DETAILS OF SUBSIDIARIES (continued) 109 Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 Ordinary share capital Percentage held and premium (effective interest) 2026 2025 Name Main business 2026 2025 % % Indirect subsidiaries All (Pty) Ltd companies unless otherwise stated Incorporated in South Africa Identity Retailing C R2 R2 100 100 Truworths Mostert Street Properties Share Block S R5,920,950 R5,920,950 100 100 K2020211444 (South Africa) ** (t/a Barrie Cline) A - R1 - 100 K2022461035 (South Africa)# (t/a Darling Manufacturers) M N/A N/A - - Truworths Chairman's Foundation CA N/A N/A 100 100 Truworths Community Foundation CA N/A N/A 100 100 Truworths Social Involvement Trust CA N/A N/A 100 100 Truworths Enterprise Development Trust ED N/A N/A 100 100 Incorporated in Namibia Truworths (Namibia) Ltd R N$14 N$14 100 100 Incorporated in eSwatini Truworths (Swaziland) Ltd R E40 000 E40 000 100 100 Incorporated in Lesotho Truworths (Lesotho) R M2 M2 100 100 Incorporated in Botswana Truworths Botswana R P100 P100 100 100 Incorporated in Zambia Truworths (Zambia) Ltd R ZK20 004 500 ZK20 004 500 100 100 Incorporated in the United Kingdom Shoo 635 Ltd IP £1 £1 100 100 Truworths UK Propco Ltd RE £4 485 684 N/A 100 N/A Truworths UK Holdco 2 Ltd** I - £181 595 892 - 99.7 Truworths UK Holdco 3 Ltd** I - £161 415 625 - 99.7 Office Holdings Ltd R £220 731 £220 731 100 99.7 C = Commission agent, I = Investment holding, IP = Intellectual property holding, R = Retailing, M = Clothing manufacturing, S = Share block scheme, A = Administrative support services, CA = Charitable activities, ED = Enterprise development, RE = Real estate investment #This company is not owned by the Group, but it is consolidated as a result of the Group controlling the company in accordance with IFRS 10. **In the process of being dissolved . Dormant companies are excluded.
Page 112
ANNEXURE TWO DETAILS OF DIRECTORS’ HOLDINGS OF SHARES AND EQUITY-BASED AWARDS 110 Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 1 DIRECTORS' HOLDINGS OF SHARES AND EQUITY-BASED AWARDS PSPs Shares Total 000's 000's 000's 2026 In aggregate Balance at the beginning of the reporting period 1,367 1,816 3,183 Awarded during the period 558 - 558 Forfeited during the period (147) - (147) Awards vested, exercised and retained (202) 202 - Awards vested, exercised and sold (175) - (175) Balance at the reporting date 1,401 2,018 3,419 By director The direct and indirect interest of each of the directors in the company's shares, which are held either beneficially or pursuant to the equity-settled share scheme, are as follows: Executive directors 1,401 1,928 3,329 Michael Mark 670 1,604 2,274 Sarah Proudfoot 395 244 639 Emanuel Cristaudo 336 80 416 Non-executive directors - 90 90 Hilton Saven - 83 83 Tony Taylor - 4 4 Wayne Muller - 3 3 Balance at the reporting date 1,401 2,018 3,419 Comprising: Direct interest 1,401 1,834 3,235 Indirect interest - 184 184 Total 1,401 2,018 3,419 Direct interest Indirect interest 000's 000's Michael Mark 2,174 100 Sarah Proudfoot 639 - Emanuel Cristaudo* 416 - Hilton Saven - 83 Tony Taylor 4 - Wayne Muller 2 1 3,235 184 * Indirect interest zero due to rounding There have been no changes to these interests between the reporting date and the date of the Directors’ Report. It is the Group’s policy that all directors and officers, as well as those employees whohave access to price-sensitive information, should not deal in company shares, or receive or exercise share appreciation rights of the company during the closed period. The closed periods commence two weeks before the end of the interim (Decemb er) and annual (June) reporting periods and end twenty-four hours after announcement of the Group’s financialresults on the JSE news service.
Page 113
ANNEXURE TWO DETAILS OF DIRECTORS’ HOLDINGS OF SHARES AND EQUITY-BASED AWARDS (continued) 111 Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 1 DIRECTORS' HOLDINGS OF SHARES AND EQUITY-BASED AWARDS (continued) RSPs PSPs Shares Options Total 000's 000's 000's 000's 000's 2025 In aggregate Balance at the beginning of the reporting period perioperiod 19 1,737 1,417 13 3,186 Awarded during the period - 334 - - 334 Gained during the period due to corporate performance targets (CPT's) being met - 120 - - 120 Forfeited during the period - - - (7) (7) Awards vested, exercised and retained (10) (387) 398 (1) - Awards vested, exercised and sold (9) (437) - (5) (451) Shares purchased during the period - - 1 - 1 Balance at the reporting date - 1,367 1,816 - 3,183 By director The direct and indirect interest of each of the directors in the company's shares, which are held either beneficially or pursuant to the equity-settled share scheme, are as follows: Executive directors - 1,367 1,726 - 3,093 Michael Mark - 643 1,507 - 2,150 Sarah Proudfoot - 449 161 - 610 Emanuel Cristaudo - 275 58 - 333 Non-executive directors - - 90 - 90 Hilton Saven - - 83 - 83 Tony Taylor - - 4 - 4 Wayne Muller - - 3 - 3 Balance at the reporting date - 1,367 1,816 - 3,183 Comprising: Direct interest - 1,367 1,631 - 2,998 Indirect interest* - - 185 - 185 Total - 1,367 1,816 - 3,183 Direct interest Indirect interest 000's 000's Michael Mark 2,050 100 Sarah Proudfoot 610 - Emanuel Cristaudo 332 1 Hilton Saven - 83 Tony Taylor 4 - Wayne Muller 2 1 2,998 185 * Indirect interest zero due to rounding
Page 114
ANNEXURE TWO DETAILS OF DIRECTORS’ HOLDINGS OF SHARES AND EQUITY-BASED AWARDS (continued) 112 Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 2 DETAILS OF DIRECTORS' EQUITY-SETTLED AWARDS 2026 Number of awards Conditional Market Balance Awarded Vested Vested awards Balance price Award name and vesting Date Grant date as at in the and and Awards CPT's as at on date profile by year (%) awarded fair value 29 June period sold retained forfeited achieved 28 June ownership 2025 2026 passed R* 000's 000's 000's 000's 000's 000's 000's R Michael Mark PSP - Sep 2022 (0,0,100) 08/09/2022 58.09 263 - (84) (97) (82) - - 54.74 PSP - Sep 2023 (0,0,100) 14/09/2023 73.91 203 - - - - - 203 PSP - Sep 2024 (0,0,100) 18/09/2024 94.80 177 - - - - - 177 PSP - Sep 2025 (0,0,100) 10/09/2025 56.76 - 290 - - - - 290 643 290 (84) (97) (82) - 670 Sarah Proudfoot PSP - Sep 2020 (0,0,30,30,40) 29/09/2020 30.70 71 - (33) (38) - - - 54.74 PSP - Mar 2021 (0,0,30,30,40) 25/03/2021 47.71 23 - (11) (12) - - - 50.87 PSP - Sep 2021 (0,0,30,30,40) 17/09/2021 54.49 91 - (18) (21) - - 52 54.74 PSP - Sep 2022 (0,0,30,30,40) 08/09/2022 58.09 104 - (10) (12) (32) - 50 54.74 PSP - Sep 2023 (0,0,30,30,40) 14/09/2023 73.91 81 - - - - - 81 PSP - Sep 2024 (0,0,40,60) 18/09/2024 94.80 79 - - - - - 79 PSP - Sep 2025 (0,0,40,60) 10/09/2025 56.76 - 133 - - - - 133 449 133 (72) (83) (32) - 395 Emanuel Cristaudo PSP - Sep 2021 (0,0,83,17) 17/09/2021 54.49 12 - (6) (6) - - - 54.74 PSP - Sep 2022 (0,0,40,60) 08/09/2022 58.09 103 - (13) (15) (32) - 43 54.74 PSP - Sep 2023 (0,0,40,60) 14/09/2023 73.91 81 - - - - - 81 PSP - Sep 2024 (0,0,40,60) 18/09/2024 94.80 79 - - - - - 79 PSP - Sep 2025 (0,0,100) 10/09/2025 56.76 - 133 - - - - 133 275 133 (19) (21) (32) - 336
Page 115
113 Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 ANNEXURE TWO DETAILS OF DIRECTORS’ HOLDINGS OF SHARES AND EQUITY-BASED AWARDS (continued) 2 DETAILS OF DIRECTORS' EQUITY-SETTLED AWARDS (continued) 2025 Number of awards Conditional Market Balance Awarded Vested Vested awards Balance price Award name and vesting Date Grant date as at in the and and Awards CPT's as at on date profile by year (%) awarded fair value 30 June period sold retained forfeited achieved 29 June ownership 2024 2025 passed R* 000's 000's 000's 000's 000's 000's 000's R Michael Mark PSP - Sep 2020 (0,0,40,60) 29/09/2020 30.70 346 - (161) (185) - - - 108.91 PSP - Sep 2021 (0,0,100) 17/09/2021 54.49 228 - (140) (160) - 72 - 108.91 PSP - Sep 2022 (0,0,100) 08/09/2022 58.09 263 - - - - - 263 PSP - Sep 2023 (0,0,100) 14/09/2023 73.91 203 - - - - - 203 PSP - Sep 2024 (0,0,100) 18/09/2024 94.80 - 177 - - - - 177 1,040 177 (301) (345) - 72 643 Sarah Proudfoot Options - 19/02/2010 19/02/2010 44.78 6 - (5) (1) - - - 73.87 Options - 08/12/2010 08/12/2010 73.80 7 - - - (7) - - PSP - March 20 (0;0;20,30,50) 03/03/2020 47.05 7 - (3) (4) - - - 73.32 PSP - Sep 2020 (0,0,30,30,40) 29/09/2020 30.70 125 - (54) - - - 71 107.31 PSP - Mar 2021 (0,0,30,30,40) 25/03/2021 47.71 40 - (8) (9) - - 23 73.32 PSP - Sep 2021 (0,0,30,30,40) 17/09/2021 54.49 99 - (39) - - 31 91 107.31 PSP - Sep 2022 (0,0,30,30,40) 08/09/2022 58.09 104 - - - - - 104 PSP - Sep 2023 (0,0,30,30,40) 14/09/2023 73.91 81 - - - - - 81 PSP - Sep 2024 (0,0,40,60) 18/09/2024 94.80 - 79 - - - - 79 469 79 (109) (14) (7) 31 449 Emanuel Cristaudo RSP - Sep 2021 (25,25,50) 17/09/2021 54.49 19 - (9) (10) - - - 109.29 PSP - Sep 2021 (0,0,83,17) 17/09/2021 54.49 55 - (32) (28) - 17 12 109.29 PSP - Sep 2022 (0,0,40,60) 08/09/2022 58.09 103 - - - - - 103 PSP - Sep 2023 (0,0,40,60) 14/09/2023 73.91 81 - - - - - 81 PSP - Sep 2024 (0,0,40,60) 18/09/2024 94.80 - 79 - - - - 79 258 79 (41) (38) - 17 275 * The grant date fair value is the price which is used to determine the number of shares that are awarded to the participants under the restricted and performance share plans. The grant date fair value has no impact in determining the gains arising on the vesting of shares in respect of the above share plans, as such gains are determined with reference to the market price of the shares on the vesting date. The gains in respect of the restricted and performance share plans are calculated by multiplying the market price at the date ownership passes by the number of shares vested on that date.
Page 116
ANNEXURE THREE DETAILS OF PARTICIPANTS’HOLDINGS OF EQUITY-BASED AWARDS (continued) 114 Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 1 DETAILS OF PARTICIPANTS' EQUITY-SETTLED AWARDS IN THE AGGREGATE The summary below reflects the period between the first and the last vesting date as well as the exercise price of equity-settled awards held by all scheme participants (including directors) at the reporting date: Award 2026 2025 price Number Number R 000's 000's 1.1 RSPs Between 29 September 2020 and 29 September 2025 30.70 - 305 Between 25 March 2021 and 3 March 2026 47.71 - 56 Between 17 September 2024 and 17 September 2025 54.49 - 32 Between 17 September 2024 and 17 September 2026 54.49 399 738 Between 7 March 2023 and 3 March 2026 60.67 - 12 Between 7 March 2023 and 3 March 2027 60.67 18 41 On 8 September 2025 58.09 - 22 Between 8 September 2025 and 8 September 2026 58.09 19 35 Between 8 September 2025 and 8 September 2027 58.09 756 1,123 Between 4 October 2024 and 4 October 2026 51.37 1 1 Between 3 November 2024 and 3 November 2026 51.71 2 4 Between 10 March 2025 and 10 March 2027 59.09 7 14 Between 10 March 2025 and 10 March 2028 59.09 51 73 On 14 September 2026 73.91 9 9 Between 14 September 2026 and 14 September 2028 73.91 77 84 Between 14 September 2026 and 14 September 2028 73.91 598 633 Between 14 September 2026 and 14 September 2027 73.91 19 22 Between 14 September 2025 and 14 September 2027 73.91 4 4 Between 14 September 2024 and 14 September 2026 73.91 1 2 Between 12 March 2027 and 12 March 2029 75.48 44 52 Between 12 March 2027 and 12 March 2029 75.48 54 54 Between 30 September 2027 and 30 September 2028 94.80 52 58 Between 30 September 2027 and 30 September 2029 94.80 693 741 Between 30 September 2026 and 30 September 2028 94.80 8 8 On 30 September 2027 94.80 31 35 On 30 September 2027 108.39 2 2 Between 31 March 2028 and 31 March 2030 77.84 32 40 Between September 2028 and September 2030 56.76 1,386 - Between March 2029 and March 2031 57.59 97 - 4,360 4,200
Page 117
ANNEXURE THREE DETAILS OF PARTICIPANTS’HOLDINGS OF EQUITY-BASED AWARDS (continued) 115 Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 1 DETAILS OF PARTICIPANTS' EQUITY-SETTLED AWARDS IN THE AGGREGATE (continued) Award 2026 2025 price Number Number R 000's 000's 1.2 PSPs Between 29 September 2020 and 9 September 2025 30.70 - 553 Between 25 March 2021 and 25 March 2026 47.71 - 96 Between 17 September 2024 and 17 September 2025 54.49 - 114 Between 17 September 2024 and 17 September 2026 54.49 189 322 On 8 September 2025 58.09 - 345 Between 8 September 2025 and 8 September 2026 58.09 84 200 Between 8 September 2025 and 8 September 2027 58.09 292 457 On 4 October 2025 51.37 - 10 On 14 September 2026 73.91 208 208 Between 14 September 2026 and 14 September 2028 73.91 339 339 Between 14 September 2026 and 14 September 2027 73.91 158 158 Between 30 September 2027 and 30 September 2028 94.80 157 157 On 30 September 2027 94.80 177 177 Between 30 September 2027 and 30 September 2028 94.80 38 65 Between 30 September 2027 and 30 September 2029 94.80 224 224 On 30 September 2027 108.39 2 2 On 30 September 2028 56.76 499 - Between 30 September 2028 and 30 September 2029 56.76 134 - Between 30 September 2028 and 30 September 2030 56.76 427 - 2,928 3,427
Page 118
ANNEXURE FOUR GLOSSARY OF FINANCIAL REPORTING TERMS 116 Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 This glossary of financial reporting terms is provided to ensure clarity of meaning, as certain terms may not always have the same meaning or interpretation as in other countries. GROUP STRUCTURES Company Truworths International Ltd. Group Truworths International Ltd and its consolidated subsidiaries. Entity The company or any one of its subsidiaries or, where the context requires, an entity outside of the Group. Subsidiary Any entity, whether a company or a trust, over which the Group has the power to exercise control. Associate An entity over which the Group has significant influence and that is neither a subsidiary nor a joint arrangement. Joint arrangement An arrangement in which two or more parties have joint control being the contractually agreed sharing of control. Joint operation A joint arrangement whereby the parties that have joint control of the arrangement have rights to the assets and obligations for the liabilities relating to the arrangement. Joint operator A party to a joint operation that has joint control of that joint operation. Joint venture A joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the arrangement. ACCOUNTING Acquisition date The date on which an acquiring entity (the acquirer) obtains control of the entity acquired (the acquire or investee). Acquisition method of accounting The method of accounting for business combinations whereby the acquirer recognises, on the acquisition date, the identifiable assets acquired, the liabilities assumed, any non-controlling interest in the acquiree or investee and the related goodwill (or gain from a bargain purchase). Allowance An estimate of the reduction or diminution in the cost or subsequent carrying amount of current assets, such as inventories and trade receivables, attributable to factors such as markdowns, shrinkage and irrecoverability. Business combination A transaction or other event in which the acquirer obtains control of one or more businesses. Borrowing costs Borrowing costs are interest and other costs incurred in connection with the borrowing of funds. Borrowing costs may include: interest expense calculated using the effective interest method as described in IFRS 9; interest in respect of lease liabilities recognised in accordance with IFRS 16; and exchange differences arising from foreign currency borrowings to the extent that they are regarded as an adjustment to interest costs.
Page 119
ANNEXURE FOUR GLOSSARY OF FINANCIAL REPORTING TERMS (continued) 117 Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 ACCOUNTING (continued) Cash-generating unit The smallest identifiable group of assets that generates cash inflows within the Group that are largely independent of the cash inflows from other assets or groups of assets. Contingent liability a possible obligation that arises from past events, the existence of which will be confirmed only by the occurrence or non- occurrence of one or more uncertain future events not wholly within the control of an entity; or a present obligation that arises from past events but is not recognised because: (i) it is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation; or (ii) the amount of the obligation cannot be measured with sufficient reliability. Control Control over an investee requires the Group to possess three essential elements: power over the investee; exposure or rights to variable returns from its involvement with the investee; and the ability to use its power over the investee to affect the amount of the Group’svariable returns. Defined benefit plan An arrangement, for example a post-employment benefit plan, under which an entity pays fixed contributions to a separate entity (such as a fund or an insurer), and in respect of which that entity will have a legal or constructive obligation to pay further contributions if the separate entity does not hold sufficient assets to pay all employee benefits relating to the service of such employees during the current and prior periods. Defined contribution plan An arrangement under which an entity pays fixed contributions to a separate entity (such as a fund or an insurer), and in respect of which that entity will have no legal or constructive obligation to pay further contributions if the separate entity does not hold sufficient assets to pay all employee benefits relating to the service of such employees during the current and prior periods. Discount rate The pre-tax interest rate that reflects current market assessments of the time value of money and the risks specific to the asset for which future cash flow estimates have not been adjusted. It is the return that investors would require if they were to choose an investment that would generate cash flows of amounts, timing and risk profile equivalent to those that the entity expects to derive from the asset. Fair value The price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. Foreign currency A currency other than the functional currency of the entity. Functional currency The currency of the primary economic environment in which the entity operates. Key management personnel Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of an entity, directly or indirectly, including any director (executive and non-executive) of that entity. Operating segment An operating segment is a component of the Group that engages in business activities from which it may earn revenue and incur expenses (including revenue and expenses relating to transactions with other components of the Group), whose operating results are regularly reviewed by the entity’sor the company’sboard to make decisions about resource allocation and assess segmental performance, and for which separate financial information is available. Presentation currency The currency in which the financial statements are presented.
Page 120
ANNEXURE FOUR GLOSSARY OF FINANCIAL REPORTING TERMS (continued) 118 Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 ACCOUNTING (continued) Projected unit credit method An actuarial valuation method used to determine the present value of an entity’sdefined benefit obligations and the related current, and where applicable, past service cost. The method treats each period of service as giving rise to an additional unit of benefit entitlement and measures each unit separately to build up the final obligation. Provision A liability of uncertain timing or amount. Qualifying asset A qualifying asset is an asset that necessarily takes a substantial period of time to be made ready for its intended use or sale. Qualifying payment When an account holder pays at least 90% of the amount payable by the payment due date. Recoverable amount For an asset or a cash-generating unit, this is the higher of its fair value less costs to sell, and its value in use. Related party A related party is a person or an entity that is related to the entity that is preparing its financial statements (referred to as the ‘reportingentity’). A person or a close member of that person’sfamily is related to a reporting entity if that person: (i) has control or joint control over the reporting entity; (ii) has significant influence over the reporting entity; or (iii) is a member of the key management personnel of the reporting entity or of the parent of the reporting entity. An entity is related to a reporting entity if any of the following conditions apply: (i) the entity and the reporting entity are members of the same group (which means that the parent, and each subsidiary and fellow subsidiary is related to the others); (ii) one entity is an associate or joint venture of the other entity (or an associate or joint venture of a member of a group of which the other entity is a member); (iii) both entities are joint ventures of the same third party; (iv) one entity is a joint venture of a third entity and the other entity is an associate of the third entity; (v) the entity is a post-employment benefit plan for the benefit of employees of either the reporting entity or an entity related to the reporting entity. If the reporting entity is itself such a plan, the sponsoring employers are also related to the reporting entity; (vi) the entity is controlled or jointly controlled by a person identified in (a); (vii) a person identified in (a)(i) has significant influence over the entity or is a member of the key management personnel of the entity (or of the parent of the entity); or (viii) the entity, or any member of a group of which it is a part, provides key management personnel services to the reporting entity or to the parent of the reporting entity. Residual value The estimated amount that an entity would currently obtain from disposal of an asset, after deducting the estimated costs of disposal, if the asset was already of the age and in the condition expected at the end of its useful life. Separate vehicle A separately identifiable financial structure, including separate legal entities or entities recognised by statute, regardless of whether those entities have a legal personality. Significant An asset, liability or other transaction is considered to be significant when, in the judgement of management, it is sufficiently relevant to the Group based on its nature and/or magnitude that to omit or misstate it could influence users of the financial statements. Trading profit The profit generated from trading activities before taking into account interest income, dividend income, finance costs and tax. Value in use The present value of the future cash flows expected to be derived from an asset or a cash-generating unit.
Page 121
ANNEXURE FOUR GLOSSARY OF FINANCIAL REPORTING TERMS (continued) 119 Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 FINANCIAL INSTRUMENTS Amortised cost The amount at which a financial asset or financial liability is measured at initial recognition, minus principal repayments, plus or minus the cumulative amortisation (using the effective interest method) of any difference between that initial amount and the maturity amount, minus any reduction (directly or through the use of an allowance account) for impairment. Credit risk The risk that a counter-party to a financial instrument will cause a financial loss for the Group by failing to discharge an obligation. Charge-off Removal of an account from the Group’sactive trade receivables portfolio where such account is assessed to have a low expectation of recovery based on the Group’sbehavioural credit risk models and policy rules. Charged-off accounts cannot shop, are moved to a separate portfolio and are not derecognised. Such accounts are reported to credit bureaux in accordance with the requirements of the National Credit Act of South Africa (NCA). Currency risk The risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. Debt instrument A debt instrument is a contractual obligation that enables an entity to raise funds by promising to repay a lender in accordance with the terms of a contract. Derivative financial instrument A financial instrument with all the following characteristics: its value changes in response to movements in a specified interest rate, financial instrument price, commodity price, foreign exchange rate, index of prices or rates, credit rating or credit index, or other variable; provided that, in the case of a non- financial variable, the variable is not specific to a party to the contract; it requires no initial net investment or the initial net investment is smaller than would be required for other types of contracts that would be expected to respond similarly to changes in market factors; and it is settled at a future date. Effective interest rate The interest rate that exactly discounts estimated future cash payments or receipts during the expected life of the financial instrument, or, when appropriate, a shorter period, to the net carrying amount of the financial asset or financial liability. Equity instrument A contract that evidences a residual interest in the assets of an entity after deducting all its liabilities. Financial asset Any asset of an entity that is: cash; an equity instrument of another entity; a contractual right to: (i) receive cash or another financial asset from another entity; or (ii) exchange financial instruments with another entity under conditions that are potentially favourable; or a contract that will or may be settled in an entity’sown equity instruments and is: (i) a non-derivative financial instrument for which the entity is or may be obliged to receive a variable number of its own equity instruments; or (ii) a derivative financial instrument that will or may be settled by the entity, other than by the exchange of a fixed amount of cash or another financial asset, by the delivery by the entity of a fixed number of its own equity instruments. For this purpose the entity’sown equity instruments do not include instruments that are themselves contracts for the future receipt or delivery of the entity’sown equity instruments. Financial asset measured at amortised cost A debt instrument is measured at amortised cost if: the asset is held within a business model whose objective is to hold assets in order to collect contractual cash flows; and the contractual terms of this asset give rise on specified dates to cash flows that are solely payments of principal and interest.
Page 122
ANNEXURE FOUR GLOSSARY OF FINANCIAL REPORTING TERMS (continued) 120 Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 FINANCIAL INSTRUMENTS (continued) Financial asset measured at fair value through other comprehensive income (FVOCI) An equity instrument that is designated as such or a debt instrument where the asset: is held and managed to achieve a particular objective by both collecting contractual cash flows and selling financial assets; and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal amount outstanding. Financial asset measured at fair value through profit or loss (FVTPL) A financial asset: held within a business model where the objective is to sell and manage the asset on a fair value basis; or which does not meet the criteria for measuring the asset at amortised cost or at FVOCI; or where the use of this classification removes or significantly reduces an accounting mismatch. Financial instrument A contract giving rise to a financial asset in one entity and a financial liability or equity instrument in another entity. Financial liability Any liability of an entity that is: a contractual obligation: (i) to deliver cash or another financial asset to another entity; or (ii) to exchange financial assets or financial liabilities with another entity under conditions that are potentially unfavourable to the entity; or a contract that will or may be settled in an entity’sown equity instruments and is: (i) a non-derivative financial instrument for which the entity is or may be obliged to deliver a variable number of its own equity instruments; or a derivative financial instrument that will or may be settled by the entity, other than by the exchange of a fixed amount of cash or another financial asset, by the delivery of a fixed number of the entity’sown equity instruments to the other entity. For this purpose the entity’sown equity instruments do not include instruments that are themselves contracts for the future receipt or delivery of the entity’sown equity instruments; or (ii) a derivative financial instrument that will or may be settled by the entity, other than by the exchange of a fixed amount of cash or another financial asset, by the delivery of a fixed number of the entity’sown equity instruments to the other entity. For this purpose the entity’sown equity instruments do not include instruments that are themselves contracts for the future receipt or delivery of the entity’sown equity instruments. Financial liability measured at fair value through profit or loss (FVTPL) A financial liability that: is classified as held-for-trading; or upon initial recognition, it is designated as such. An entity may use this designation only when permitted, or when doing so would result in more relevant information because either: (i) it eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise from measuring assets or liabilities or from recognising the gains and losses on them on different bases; or (ii) a group of financial liabilities is managed and its performance is evaluated on a fair value basis, in accordance with a documented risk management or investment strategy, and information about such group is provided internally on that basis to the entity’s key management personnel. Interest rate risk The risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market rates of interest. Liquidity risk The risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities that are to be settled by delivering cash or other financial assets. Market risk The risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises currency risk, interest rate risk and other price risk. Monetary items Units of currency held and assets and liabilities to be received or paid in a fixed or determinable number of units of currency.
Page 123
ANNEXURE FOUR GLOSSARY OF FINANCIAL REPORTING TERMS (continued) 121 Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 FINANCIAL INSTRUMENTS (continued) Other price risk The risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices (other than those arising from interest rate or currency risk), whether those changes are caused by factors specific to the instrument or its issuer, or factors affecting all similar financial instruments traded in the market. Regular way purchase or sale A purchase or sale of a financial asset under a contract whose terms require delivery of the asset within the time frame established generally by regulation or convention in the marketplace concerned. Write-off Derecognition of an account from the statement of financial position where such account is assessed to have no reasonable expectation of recovery based on the Group’sbehavioural credit risk models and policy rules. Written-off accounts are reported to credit bureaux in accordance with the requirements of the NCA. LEASES Dismantling or dilapidation costs Costs to dismantle stores, and return the premises to their original condition, at the end of the lease term as required by the terms and conditions of the lease. Fixed lease payments Payments made by a lessee to a lessor for the right to use an underlying asset during the lease term, excluding variable lease payments. Incremental borrowing rate The rate of interest that a lessee would have to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic environment. Initial direct costs of a lease Incremental costs of obtaining a lease that would not have been incurred if the lease had not been obtained. Lease A contract or part of a contract that conveys the right to use an underlying asset for a period in exchange for a consideration. Lease commencement date The date on which the lessor makes an underlying asset available for use by the lessee. Lease incentive Payments made by a lessor to a lessee associated with a lease, or the reimbursement or assumption by a lessor of costs of a lessee. Lease liability Present value of future lease payments over the lease term, discounted using the lessee’srelevant incremental borrowing rate. Lease modification A change in the scope of the lease, or the consideration for a lease that was not part of the original terms and conditions of the lease. Lease term The non-cancellable period of the lease, taking into account options to extend or terminate the lease period if such options are reasonably certain to be exercised. Lessee An entity that obtains the right to use an underlying asset for a period of time in exchange for consideration. Lessor An entity that provides the right to use an underlying asset for a period of time in exchange for consideration.
Page 124
ANNEXURE FOUR GLOSSARY OF FINANCIAL REPORTING TERMS (continued) 122 Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 LEASES (continued) Low value asset An asset whose value for a new asset of the same kind is considered to be low and both of the following requirements are met: the lessee can benefit from the use of the asset on its own, or together with other resources, that are readily available to the lessee; and the underlying asset is not dependent on, or highly interrelated with, other assets. Right-of-use asset An asset that represents the lessee’sright to use the underlying assets for the lease term. Short-term lease A lease that, at the commencement date, has a lease term of 12 months or less and does not include an option to purchase the underlying asset. Underlying asset An asset that is subject to a lease, for which the right-of-use asset has been provided by a lessor to a lessee. Variable lease payment The portion of payments made by a lessee to a lessor for the right to use an underlying asset during the lease term that varies because of the changes in facts and circumstances occurring after the commencement date, other than passage of time. FINANCIAL RATIOS Asset turnover Sale of merchandise divided by total assets. Dividend cover Headline earnings per share divided by annual dividends declared per share. Inventory turn Cost of sales for the period divided by inventories on hand at the reporting date. Net cash to EBITDA Net debt/cash divided by EBITDA. Net cash to equity Net debt/cash divided by total equity at the reporting date. Return on assets Profit before finance costs and tax divided by total assets. Return on capital Profit before finance costs and tax attributable to equity holders of the company divided by the average of the current and prior periods’total net assets. Return on equity Profit for the period attributable to equity holders of the company divided by the average of the current and prior period-ends’equity.
Page 125
ANNEXURE FIVE EMPLOYMENT EQUITY ACT SUMMARY (UNAUDITED) 123 Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 In terms of Section 22 of the Employment Equity Act of South Africa, herewith is a summary of the Group's 2026 Employment Equity Report in respect of its operations in South Africa at 28 June 2026, required by Section 21 of the Act. Occupational levels Designated groups Non-designated groups Male Female Male Foreign nationals Total Total A C I A C I W W Male Female 2026 2025 Top management - - - - 1 1 1 6 - - 9 9 Senior management 4 5 2 3 3 2 44 27 1 1 92 89 Professionally qualified# 25 46 10 41 70 17 208 83 6 8 514 502 Skilled technical## 194 76 29 691 309 56 125 26 5 7 1,518 1,548 Semi-skilled* 1,740 269 33 4,658 778 77 26 7 5 6 7,599 8,026 Total 2026 1,963 396 74 5,393 1,161 153 404 149 17 22 9,732 Total 2025 2,064 411 75 5,644 1,196 168 423 152 18 23 10,174 A= African, C=Coloured, I=Indian, W=White # Middle management ## Junior management * Includes weekly flexi-time employees.
Page 126
SHAREHOLDER INFORMATION 124 Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 ANALYSIS OF HOLDINGS OF ORDINARY SHARES AT 28 JUNE 2026 Number of share- Number holdings % of shares % Size of holding 1 - 1000 5,442 68.5 1,196,770 0.3 1 001 - 10 000 1,492 18.8 4,697,606 1.2 10 001 - 100 000 633 8.0 23,894,965 6.0 100 001 - 1 000 000 293 3.7 84,590,756 21.1 Over 1 000 000 77 1.0 286,171,507 71.4 7,937 100.0 400,551,604 100.0 Distribution of shareholders Collective investment schemes/ Unit trusts/Mutual funds 178,297,624 44.5 Pension funds 143,874,398 35.9 Other funds 65,644,879 16.4 Individuals 9,149,330 2.3 Insurance companies 3,585,373 0.9 400,551,604 100.0 Geographical spread of holders of beneficial interests South Africa 309,068,669 77.2 North America 42,556,553 10.6 Europe 32,470,882 8.1 Rest of the world 10,197,826 2.5 United Kingdom 6,257,674 1.6 400,551,604 100.0 Geographical spread of fund managers South Africa 325,287,958 81.2 North America 51,230,550 12.8 Europe 15,301,071 3.8 Rest of the world 4,686,454 1.2 United Kingdom 4,045,571 1.0 400,551,604 100.0 Share type Dematerialised 7,580 95.5 400,164,312 99.9 Certificated 357 4.5 387,292 0.1 7,937 100.0 400,551,604 100.0
Page 127
SHAREHOLDER INFORMATION (continued) 125 Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 ANALYSIS OF HOLDINGS OF ORDINARY SHARES AT 29 JUNE 2025 Number of share- Number holdings % of shares % Size of holding 1 - 1000 5,109 68.5 1,041,682 0.3 1 001 - 10 000 1,358 18.2 4,487,997 1.1 10 001 - 100 000 618 8.3 21,533,304 5.3 100 001 - 1 000 000 295 4.0 85,539,944 20.9 Over 1 000 000 73 1.0 295,895,972 72.4 7,453 100.0 408,498,899 100.0 Distribution of shareholders Collective investment schemes/Unit trusts/Mutual funds 162,372,089 39.8 Pension funds 149,478,387 36.6 Other funds 85,410,788 20.9 Individuals 7,433,517 1.8 Insurance companies 3,804,118 0.9 408,498,899 100.0 Geographical spread of holders of beneficial interests South Africa 284,881,645 69.7 North America 73,394,710 18.0 Europe 29,352,716 7.2 Rest of the world 15,851,382 3.9 United Kingdom 5,018,446 1.2 408,498,899 100.0 Geographical spread of fund managers South Africa 301,439,769 73.8 North America 80,210,432 19.7 Europe 13,432,230 3.3 United Kingdom 9,160,043 2.2 Rest of the world 4,256,425 1.0 408,498,899 100.0 Share type Dematerialised 7,090 95.1 408,108,379 99.9 Certificated 363 4.9 390,520 0.1 7,453 100.0 408,498,899 100.0
Page 128
SHAREHOLDER INFORMATION (continued) 126 Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 SHAREHOLDER SPREAD AT THE END OF THE PERIOD Pursuant to the JSE Limited Listings Requirements and to the best knowledge of the directors, after reasonable enquiry, the spread of shareholders at the end of the reporting period was as follows: 2026 % of 2025 % of Number issued Number issued of share- Number share of share- Number share holdings of shares capital holdings of shares capital NON-PUBLIC SHAREHOLDERS Treasury shares held by: Truworths Ltd, held on behalf of participants in terms of the 2012 share plan: 1 7,299,810 1.8 1 8,556,550 2.1 Directors of the company and subsidiaries 2,442,212 0.6 2,473,325 0.6 Non-director participants 4,739,629 1.2 5,533,369 1.4 Other 117,969 - * 549,856 - * Truworths Trading (Pty) Ltd 1 31,161,070 7.8 1 24,581,208 6.0 Privately owned shares held in accounts with brokers: Directors of the company 5 1,832,610 0.5 5 1,631,093 0.4 Associates of directors of the company 7 184,029 - * 7 184,870 - * TOTAL NON-PUBLIC SHAREHOLDERS 14 40,477,519 10.1 14 34,953,721 8.5 PUBLIC SHAREHOLDERS 7,923 360,074,085 89.9 7,439 373,545,178 91.5 TOTAL 7,937 400,551,604 100.0 7,453 408,498,899 100.0 * Zero due to rounding.
Page 129
SHAREHOLDER INFORMATION (continued) 127 Truworths International – ANNUAL FINANCIAL STATEMENTS 2026 HOLDERS OF MAJOR BENEFICIAL INTERESTS IN SHARES According to the company’s register of disclosures of beneficial interests made by registered shareholders acting in a nomine e capacity, and the disclosures made by fund managers in terms of section 56 of the Companies Act (71 of 2008, as amended), the following juristic persons had beneficial interests in excess of 3% of the company’s shares at the reporting date: 2026 2025 Number % of issued Number % of issued Country of shares capital of shares capital Government Employees Pension Fund South Africa 79,472,702 19.8 87,993,401 21.5 Truworths Trading (Pty) Ltd South Africa 31,161,070 7.8 24,581,208 6.0 Allan Gray# South Africa 27,449,175 6.9 - - Ninety One# South Africa 20,197,004 5.0 - - Old Mutual South Africa 18,385,860 4.6 16,473,368 4.0 The Vanguard Group Inc. United States of America 15,138,986 3.8 14,653,967 3.6 Norges Bank Investment Management Norway 13,851,824 3.5 18,599,555 4.6 Standard Bank* South Africa - - 20,382,560 5.0 Westwood Global Investments LLC* United States of America - - 19,521,392 4.8 * Not a juristic person with a beneficial interest greater than 3% in the company’s shares at the reporting date. # Not a juristic person with a beneficial interest greater than 3% in the company’s shares at the prior reporting date MAJOR FUND MANAGERS According to the disclosures made by nominee and asset management companies in terms of section 56 of the Companies Act (71 of 2008, as amended)and other information known to the company, the followingentities managed in excess of 3% of the company’s shares at the end of the reporting period (including those of the holders of major beneficial interests above): 2026 2025 Number % of issued Number % of issued Country of shares capital of shares capital Public Investment Corporation South Africa 63,104,394 15.8 77,180,224 18.9 Truworths International Ltd South Africa 38,460,880 9.6 33,137,758 8.1 Allan Gray# South Africa 34,555,189 8.6 - - Ninety One# South Africa 24,325,900 6.1 - - Old Mutual Investment Group South Africa 21,233,726 5.3 18,825,755 4.6 Fairtree Asset Management South Africa 18,757,406 4.7 24,749,240 6.1 Sanlam Investments South Africa 16,407,383 4.1 16,042,601 3.9 Vanguard Global Advisors United States of America 15,138,986 3.8 14,653,967 3.6 Camissa Asset Management# South Africa 12,917,436 3.2 - - Westwood Global Investment LLC* United States of America - - 28,324,409 6.9 SBG Securities* South Africa - - 18,270,441 4.5 Abax Investments* South Africa - - 13,063,019 3.2 * Not a fund manager administering portfolios in excess of 3% of the company’s shares at the reporting date. # Not a fund manager administering portfolios in excess of 3% of the company’s shares at the prior reporting date.