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Annual Financial Statements

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Annual Financial Statements (PREVIOUSLY STEINHOFF AFRICA RETAIL LIMITED) CONSOLIDATED AND SEPARATE annual financial statements FOR THE YEAR ENDED 30 SEPTEMBER 2018 Contents Approval of the annual financial statements 1 Report of the directors 3 ANNUAL FINANCIAL STATEMENTS FINANCIAL ANNUAL Audit committee report 11 Independent auditor's report 21 Consolidated income statement 30 Consolidated statement of comprehensive income 30 Consolidated statement of financial position 31 Consolidated statement of changes in equity 32 Consolidated statement of cash flows 34 Summary of accounting policies 35 Significant judgements and estimates 47 Notes to the consolidated annual financial statements 50 Separate income statement 105 Separate statement of comprehensive income 105 Separate statement of financial position 106 Separate statement of changes in equity 107 Separate statement of cash flows 108 Notes to the separate annual financial statements 109 PEPKOR // CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2018 Approval of the annual financial statements FOR THE YEAR ENDED 30 SEPTEMBER 2018 The preparation and presentation of the consolidated and separate annual financial statements, and all information included in this report are the responsibility of the directors. The consolidated and separate annual financial statements, were prepared in accordance with the provisions of the Companies Act of South Africa and comply with International Financial Reporting Standards (“IFRS”). In discharging their responsibilities, both for the integrity and fairness of these statements, the directors rely on the internal controls and risk management procedures applied by management and are satisfied that the controls and procedures are in operation. Based on the information and explanations provided by management and the internal auditors, the directors are of the opinion that: • the internal controls are adequate; • the financial records may be relied upon in the preparation of the annual financial statements; • appropriate accounting policies, supported by reasonable judgements and estimates, have been applied; and • the annual financial statements fairly present the results, the financial performance and the financial position of the Company and the Group. The annual financial statements are prepared on the going concern basis. Nothing has come to the attention of the directors to indicate that the company and the Group will not remain a going concern. These annual financial statements as at 30 September 2018, which appear on pages 3 ot 119, have been prepared under the supervision of the chief financial officer, Mr RG Hanekom CA (SA). The consolidated and separate financial statements have been audited by PricewaterhouseCoopers Inc. in compliance with the Companies Act. The annual financial statements of the Company and the Group were approved by the board on 23 November 2018 and are signed on its behalf by: J Naidoo LM Lourens Non-executive chairman Chief executive officer PEPKOR // CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2018 1 Approval of the annual financial statements FOR THE YEAR ENDED 30 SEPTEMBER 2018 continued SECRETARY CERTIFICATION We certify, in accordance with section 88(2)(e) of the South African Companies Act, 71 of 2008, as amended (“the Act”) that the Company has lodged with the Companies and Intellectual Properties Commission all such returns as are required for a public company in terms of the Act and that all such returns are true, correct and up to date. ANNUAL FINANCIAL STATEMENTS FINANCIAL ANNUAL On behalf of Pepkor Proprietary Limited 2 PEPKOR // CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2018 Report of the directors FOR THE YEAR ENDED 30 SEPTEMBER 2018 Nature of business Pepkor Holdings Limited ("Pepkor", "Pepkor Group", "the Group"), previously known as Steinhoff Africa Retail Limited (“STAR”), was established with effect from 1 July 2017. The Group was listed on the main board of the Johannesburg Stock Exchange Limited (“JSE”) on 20 September 2017. The Pepkor Group is a retailer focused on discount, value and specialised goods that retails clothing, general merchandise, household goods, furniture, appliances, consumer electronics, building materials, cellular products and services and financial services in Angola, Botswana, Lesotho, Malawi, Mozambique, Namibia, Nigeria, South Africa, Swaziland, Uganda, Zambia and Zimbabwe. During the period Pepkor revised its internal management reporting structure and consequently revised its segmental reporting to better reflect the Group's internal management review structure. Brands operate in four major segments: Clothing and General Merchandise: This segment includes all clothing, footwear and homeware (“CFH”) retail brands. • Pep • Pep Africa • Ackermans • Pepkor Speciality, which include Dunns, John Craig, Refinery, Shoe City and Tekkie Town • Dealz Other components included in this segment: • Tenacity Financial Services as it supports certain CFH brands in terms of credit sales by providing revolving credit facilities to customers • The Pepkor corporate cost centre is fully allocated to the Clothing and General Merchandise, on the basis that it represent the dominant segment in the Group, and corporate costs are not allocated to individual segments, notwithstanding that all segments enjoy support and services from the central corporate functions. Furniture, Appliances and Electronics: This segment includes JD Group brands which provides value-conscious mass-market customers in Southern Africa the opportunity and means to create a comfortable lifestyle, through its diversified retail businesses: • Bradlows • Russells • Rochester • Sleepmasters • Incredible Connection • HiFi Corporation PEPKOR // CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2018 3 Report of the directors FOR THE YEAR ENDED 30 SEPTEMBER 2018 continued Building Materials: This segment includes the SteinBuild business which sources, distributes, wholesales & retails general and specialised building materials. General building material retail brands include Buco and Timbercity while specialist building material brands, servicing both the retail and wholesale market include inter alia Tiletoria, Floors Direct, MacNeil and Cachet. Other brands include: B-One, Buchel, W&B Hardware, Bildware, Citiwood, Chipbase and Brands 4 Africa. FinTech: This segment includes businesses which are unique and do not support any Pepkor retail brand’s performance. These businesses rather, to varying degrees, utilise certain parts of the Pepkor retail store footprint in terms of interaction with their respective consumer markets. ANNUAL FINANCIAL STATEMENTS FINANCIAL ANNUAL • Flash is a technology-driven company committed to adding value to the lives of traders in the informal retail market. Using smart technology, traders are able to offer greater convenience to their customers, providing access to mobile data and airtime, prepaid electricity, money transfers and Lotto. • Southern View Finance SA (call center), and Van As (debt collector) which provides administration services to an unsecured credit provider under the Capfin brand. Retail footprint The Pepkor Group sells its products across a retail footprint consisting of 5 234 (2017: 4 953) stores and operates in Angola, Botswana, Lesotho, Malawi, Mozambique, Namibia, Nigeria, South Africa, Swaziland, Uganda, Zambia and Zimbabwe at 30 September 2018. Name change The company changed its name during the current year from Steinhoff Africa Retail Limited ("STAR") to Pepkor Holdings Limited ("Pepkor"). The record date of the name change was 17 August 2018. Financial review The financial results are set out in the attached annual financial statements. Continuous monitoring of the events at Steinhoff International Holdings N.V. ("Steinhoff") Following the events which occurred at Steinhoff during December 2017, Pepkor has taken various steps to protect its operations and mitigate any impact from the Steinhoff events. The Group has ensured that the Steinhoff accounting irregularities do not impact Pepkor as follows: • The revelations at Steinhoff had the potential to impact the Group’s ability to operate as a going concern given the shareholder funding introduced within the Group by Steinhoff prior to listing. In an attempt to take control of such risk and ensure that Pepkor becomes financially independent from Steinhoff, the Group’s shareholder funding was successfully refinanced with external financial institutions. This facilitated the release of Pepkor and it's subsidiaries from all third party guarantees related to the financing of the Steinhoff shareholder funding. • Throughout this process, Pepkor thoroughly considered transactions that may have had an impact on the Pepkor Group’s results. • Management tenure to ensure sustainability of operations was secured with the introduction of a long term cash retention scheme to ensure that expertise required in operations are retained to safeguard these human resource assets and continue with the success which the Group has become accustomed to. The steps that the Group has taken to satisfy itself that the comparative financial information continues to remain relevant include: • Identification and review of material transactions within the Pepkor Group since Steinhoff’s acquisition of Pepkor in 2015. • Review of related contracts resulting from these transactions and consideration of their accounting
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