CA Sales : SUMMARISED CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023

Summarised Consolidated Financial Statements

for the year ended 31 December 2023

Commentary

Nature of business

CA Sales Holdings Limited ("CA&S", "the group" or "the company") is a collective of fully integrated fast-moving consumer goods businesses operating in Africa. We offer route-to-market solutions for some of the world's most-loved consumer brands.

The group collaborates with clients, taking brands beyond borders and navigating the supply chain to reach stores, shelves, baskets and trollies. We ensure availability and visibility to African shoppers, including promoting the brands. Working closely with clients, we address trade obstacles, enhance shelf presence and safeguard market shares.

CA&S operates in several southern and East African countries. Our service solutions include selling and distributing fast-moving consumer goods as well as services such as retail execution and advisory, retail support, technology and data solutions, and training.

Financial highlights

CA&S is pleased to announce satisfying annual results for the year ended 31 December 2023. This is the result of the deliberate implementation and execution of the group's growth strategy.

Revenue increased by 19.4% to R11.32 billion on the prior year (2022: R9.48 billion). Revenue growth was driven by organic growth, acquisitions, expansion into new regions as well as the on-boarding of new clients to the group's portfolio. As a result, gross profit increased by 21.1% to R1.72 billion (2022: R1.42 billion).

The positive top line growth together with the gain on bargain purchase, contributed to the increase of 40.7% in operating profit for the group to R747.31 million (2022: R531.07 million). Headline earnings increased by 28.0% to R464.82 million (2022: R363.19 million). Headline earnings per share increased by 25.3% to 97.97 South African cents ("cents") per share (2022: 78.21 cents per share). Earnings per share increased by 59.5% to 125.22 cents per share (2022: 78.53 cents per share).

Total assets increased by 26.0% to R5.2 billion due to the increase in fixed and intangible assets as a result of business combinations as well as increased working capital due to increased revenue. The strong cash flow generated from operations contributed to a healthy increase in cash resources from R735.8 million to R1 062.0 million at 31 December 2023.

CA&S acquired 100% of the share capital of T&C Properties Namibia (Pty) Ltd and Taeuber and Corssen (Pty) Ltd for R65.0 million, collectively known as the T&C Group. T&C Group is a distribution and retail execution business based in Namibia. As a result of this acquisition, the group increased its footprint in Namibia. The transaction resulted in a gain on bargain purchase value of R123.6 million.

CA&S also acquired all the operations of MarketMax (Pty) Ltd, a sales and merchandising business, for R11.5 million. Contracts acquired are with clients who retail their brands in the pharmaceutical channel. This acquisition is in line with the group's channel broadening strategy.

The group increased its shareholding in Smithshine Enterprises (Pty) Ltd with 5% to 100%, in exchange for CA&S shares, to the value of R3.8 million.

The dividend declared increased by 27.4% to 19.56 cents per share (2022: 15.35 cents).

Outlook

Despite the challenging global economic landscape, marked by adverse conditions and persistent inflation, CA&S remains steadfast in its resilience and strategic positioning. With a robust balance sheet, a widespread geographical footprint across Africa, as well as a portfolio marked by diversification, the group is poised to deliver favourable results for the year ahead. CA&S' growth strategy of expanding its services to existing and new clients, channel broadening, expansion into new geographies, coupled with value-adding acquisitions, will help ensure the group remains firmly on course to attain its growth aspirations.

Summarised consolidated statement of financial position

Assets

Non-current assets

Current assets

Total assets

Equity and liabilities Equity

Liabilities Non-current liabilities

Current liabilities

Total liabilities

Total equity and liabilities

Notes	Audited at 31 Dec 2023 R'000	Audited at 31 Dec 2022 R'000
Assets Non-current assets	1 360 880	1 207 317
Property, plant and equipment Investment properties Intangible assets 5 Investments accounted for using the equity method Deferred income tax assets	770 727 8 999 512 197 28 872 40 085	636 272 - 500 369 30 664 40 012
Current assets	3 791 682	2 883 289
Inventories Trade and other receivables Income tax receivable Cash and cash equivalents Assets available for sale 6	990 804 1 712 494 10 133 1 061 982 16 269	759 838 1 382 839 4 763 735 849 -
Total assets	5 152 562	4 090 606
Equity and liabilities Equity	2 732 885	2 174 893
Stated capital Other reserves Retained earnings 7	955 797 47 553 1 703 149	949 342 23 437 1 178 186
Non-controlling interest	2 706 499 26 386	2 150 965 23 928
Liabilities Non-current liabilities	335 708	331 161
Borrowings Deferred income tax liabilities	310 581 25 127	322 825 8 336
Current liabilities	2 083 969	1 584 552
Trade and other payables Employee benefits and other provisions Income tax payable Borrowings	1 313 966 172 869 30 298 566 836	1 039 767 173 362 8 900 362 523
Total liabilities	2 419 677	1 915 713
Total equity and liabilities	5 152 562	4 090 606

Summarised consolidated statement of comprehensive income

Revenue from contracts with customers

Cost of sales

Gross profit

Other operating expenses

Net impairment gains/(losses) on financial assets Other operating income

Share of profit of investments accounted for using the equity method

Operating profit

Finance income Finance costs

Profit before income tax Income tax

Profit for the year

Other comprehensive income to be subsequently reclassified to profit or loss: Currency exchange differences on translation of foreign operations net of taxation

Total comprehensive income for the year

Profit attributable to: - Owners of the parent - Non-controlling interest

Total profit for the year

Total comprehensive income attributable to: - Owners of the parent - Non-controlling interest

Total comprehensive income for the year

Earnings per share for profit attributable to the owners of the parent

Basic earnings per share (cents)

Diluted earnings per share (cents)

Notes	Audited Year ended 31 Dec 2023 R'000	Audited Year ended 31 Dec 2022 R'000
Revenue from contracts with customers Cost of sales	11 322 024 (9 596 848)	9 485 361 (8 061 272)
Gross profit Other operating expenses Net impairment gains/(losses) on financial assets Other operating income Share of profit of investments accounted for using the equity method	1 725 176 (1 139 667) 3 593 147 854 10 356	1 424 089 (918 570) (5 276) 17 096 13 732
Operating profit Finance income Finance costs 8	747 312 68 068 (56 531)	531 071 20 644 (33 580)
Profit before income tax Income tax 9	758 849 (154 361)	518 135 (139 539)
Profit for the year Other comprehensive income to be subsequently reclassified to profit or loss: Currency exchange differences on translation of foreign operations net of taxation	604 488 25 209	378 596 (17 071)
Total comprehensive income for the year	629 697	361 525
Profit attributable to: - Owners of the parent - Non-controlling interest	594 150 10 338	364 677 13 919
Total profit for the year	604 488	378 596
Total comprehensive income attributable to: - Owners of the parent - Non-controlling interest	618 921 10 776	347 524 14 001
Total comprehensive income for the year	629 697	361 525
Basic earnings per share (cents)	125.22	78.53
Diluted earnings per share (cents)	122.90	77.78

Summarised consolidated statement of changes in equity

Stated capital R'000 Other reservesRetained earnings Total attributable to the owners Non-controlling interest Total equity R'000 R'000 R'000 R'000 R'000
Balance as at 31 December 2021 (Audited) Profit for the year Other comprehensive income for the year: Currency translation differences net of taxation Transactions with owners: Transactions with non-controlling interest Share options exercised Share based payment cost of share options exercised Share-based payment costs Transfer remaining cost of share options exercised Transfer cost of forfeited share options Acquisition of subsidiary Dividends paid	894 379 - 41 967 - 839 030 364 677 1 775 376 364 677 40 326 13 919 1 815 702 378 596 - (17 615) 52 275 2 688 462 - - - - - - - (932) 6 218 - 22 127 - - - (17 615) 82 (17 533) 74 864 2 688 (27 383) 47 481 (5 567) 5 567 (1 096) - 1 096 - - (54 311) (932) 6 218 - - - (54 311) - - - - - 3 400 (6 416) 2 688 (932) 6 218 - - 3 400 (60 727)
Balance as at 31 December 2022 (Audited) Profit for the year Other comprehensive income for the year: Currency translation differences net of taxation Transactions with owners: Transactions with non-controlling interest Share options exercised Share-based payment costs Share buy back Acquisition of subsidiary Foreign currency translation reclassified to comprehensive income Dividends paid	949 342 - 23 437 - 1 178 186 594 150 2 150 965 23 928 2 174 893 594 150 10 338 604 488 - 24 771 - 24 771 438 25 209 3 822 3 339 - (706) - - (7 802) 6 921 - - (541) 4 011 - - - 3 281 (452) (3 281) - - (452) 6 921 (706) 1 308
6 921 (706) - - - 1 308 - - 226 - - (72 657) 226 (72 657) - (6 345) 226 (79 002)
Balance as at 31 December 2023 (Audited)	955 797 47 553 1 703 149 2 706 499 26 386 2 732 885
31 Dec 2023 31 Dec 2022
Dividends paid per share (cents)	15.35 11.77

Summarised consolidated statement of cash flows

Cash flows from operating activities

Cash generated from operations Interest paid

Income taxes paid

Net cash generated from operating activities

Cash flow from investing activities Acquisition of subsidiaries

Additions to property, plant and equipment Additions to intangible assets

Proceeds from disposal of property, plant and equipment Loans repaid by associated companies

Dividends received

Interest received

Net cash outflow from investing activities

Cash flow from financing activities

Consideration received from share options exercised Share buy back

Transactions with non-controlling interest Dividends paid

Dividends paid to non-controlling interest Repayments of borrowings

Proceeds from borrowings

Net cash inflow/(outflow) from financing activities

Net increase in cash and cash equivalents

Effects of exchange rate changes on cash and cash equivalents Cash and cash equivalents at beginning of the year

Cash and cash equivalents at end of the year

* Prior year restated to exclude the overdraft from cash and cash equivalents and include the repayments of, and proceeds from overdrafts under cash flows from financing activities.

Notes	Audited year ended 31 Dec 2023 R'000	Audited Restated* year ended 31 Dec 2022 R'000
Cash flows from operating activities Cash generated from operations Interest paid 10 Income taxes paid	533 734 (56 531) (134 876)	458 315 (33 405) (148 405)
Net cash generated from operating activities	342 327	276 505
Cash flow from investing activities Acquisition of subsidiaries Additions to property, plant and equipment Additions to intangible assets Proceeds from disposal of property, plant and equipment Loans repaid by associated companies Dividends received Interest received	(71 351) (70 974) (686) 21 284 - 2 358 68 057	1 642 (50 894) (34) 9 202 375 2 623 20 644
Net cash outflow from investing activities	(51 312)	(16 442)
Cash flow from financing activities Consideration received from share options exercised Share buy back Transactions with non-controlling interest Dividends paid Dividends paid to non-controlling interest Repayments of borrowings Proceeds from borrowings	3 339 (706) - (72 648) (6 345) (5 258 098) 5 355 564	2 688 - (8 245) (54 311) (6 416) (4 313 065) 4 241 911
Net cash inflow/(outflow) from financing activities	21 106	(137 438)
Net increase in cash and cash equivalents Effects of exchange rate changes on cash and cash equivalents Cash and cash equivalents at beginning of the year	312 121 14 012 735 849	122 625 (42 724) 655 948
Cash and cash equivalents at end of the year	1 061 982	735 849
* Prior year restated to exclude the overdraft from cash and cash equivalents and include the repayments of, and proceeds from overdrafts under cash flows from financing activities.

Summarised segmental results

The group's chief operating decision makers ("CODM"), consisting of the chief executive officer and the chief financial officer, examine the group's performance from a geographical perspective. The group's reportable segments are operating segments that are differentiated by the country of operation. The segments that individually do not meet the qualitative thresholds indicated in IFRS 8 Operating Segments, have been aggregated under the heading "other countries" and include Lesotho, Mauritius, Zambia and Zimbabwe.

The group evaluates the performance of its reportable segments based on revenue and operating profit ("EBIT and adjusted EBITDA"). The intersegment sales and transfers are included in the values per segment and eliminated on the intersegmental transactions line.

The segments derive their revenues from selling and distributing fast-moving consumer goods as well as services such as retail execution and advisory, retail support, training and technology and data solutions.

Audited year ended 31 Dec 2023 R'000	Audited year ended 31 Dec 2022 R'000
Segmental revenue Botswana Eswatini Namibia South Africa Other countries	5 707 433 1 690 815 2 124 829 1 532 141 266 806	5 131 061 1 451 095 1 413 194 1 374 252 115 759
11 322 024	9 485 361
Segmental EBIT Botswana Eswatini Namibia South Africa Other countries Intersegmental transactions	269 466 145 353 181 716 150 271 252 254	224 081 108 626 43 999 144 494 9 982 (111)
747 312	531 071
Segmental adjusted EBITDA Botswana Eswatini Namibia South Africa Other countries Intersegmental transactions	294 392 159 834 79 770 183 381 5 896 254	246 828 122 643 60 146 174 141 13 229 (111)
723 527	616 876
Reconciliation from adjusted EBITDA to profit after tax: Adjusted EBITDA Depreciation & amortisation Gain on bargain purchase (relating to the Namibia segment)	723 527 (99 787) 123 572	616 876 (85 805) -
EBIT Net finance income/(cost) Taxation	747 312 11 537 (154 361)	531 071 (12 936) (139 539)
Profit after tax	604 488	378 596

Summarised segmental results continued

Audited at 31 Dec 2023 R'000	Audited at 31 Dec 2022 R'000
Segmental assets Botswana Eswatini Namibia South Africa Other countries Intersegmental transactions	2 572 708 625 643 793 207 1 222 694 197 089 (258 779)	2 253 596 467 924 407 714 944 110 102 903 (85 641)
5 152 562	4 090 606
Segmental liabilities Botswana Eswatini Namibia South Africa Other countries Intersegmental transactions	1 333 238 279 498 523 131 359 386 183 203 (258 779)	1 172 876 149 748 301 888 298 520 78 322 (85 641)
2 419 677	1 915 713

Reconciliation between profit after taxation

attributable to the owners of the parent and headline earnings

Audited year ended 31 Dec 2023 R'000	Audited year ended 31 Dec 2022 R'000
Profit after taxation attributable to the owners of the parent Gain on bargain purchase Profit on sale of property, plant and equipment Fair value gain on assets available for sale Insurance proceeds for stolen computer equipment Fair value (gain)/loss on step-up acquisition Tax effect on above Non-controlling interest on above	594 150 (123 572) (5 376) (544) (48) (149) 290 68	364 677 - (3 332) - - 809 918 122
Headline earnings attributable to owners of the parent	464 819	363 194
Headline earnings per share (cents) Diluted headline earnings per share (cents) Issued number of shares	97.97 96.15 475 380 961	78.21 77.46 473 337 178
Weighted average number of shares	474 469 254	464 408 671
Weighted average number of diluted shares	483 439 768	468 878 067