NOTICE OF AGM

2022

CONTENTS

ANNUAL GENERAL MEETING 1 Letter to shareholders

  1. Shareholders' diary
  2. Summarised consolidated statement of financial position
  3. Summarised consolidated statement of profit or loss and other comprehensive income
  4. Headline earnings
  5. Summarised consolidated statement of changes in equity
  1. Summarised consolidated statement of cash flows
  2. Summarised consolidated segmental analysis

8 Notes to the summarised consolidated annual financial statements

10 Audit report

11 Notice of annual general meeting

19 Form of proxy ibc Administration

SHAREHOLDER

INFORMATION

LETTER TO SHAREHOLDERS

Dear shareholder,

On behalf of the board of directors ("the board"), you are invited to attend the annual general meeting ("meeting") of enX Group Limited ("enX" or "the company") which will be held on Wednesday, 15 March 2023 at 9:00 at enX Boardroom, 9th Floor, Katherine Towers,

1 Park Lane, Wierda Valley, Gauteng.

In line with enX's focus on sustainability and commitment towards creating a greener environment, the integrated report, the consolidated annual financial statements and governance reports will not be mailed to all shareholders. Instead, these documents may be viewed on the company's website www.enxgroup.co.za or can be requested from the company secretary at enx@acorim.co.za or telephonically on +27 10 013 2703.

The board recognises the importance of its shareholders' presence at the meeting. This is an opportunity for you to meet and engage with members of the board regarding the company's performance for the year ended 31 August 2022 and to participate in discussions relating to items included in this meeting notice. The chairpersons of the various board committees, senior members of management as well as the company's external auditors will be present to respond to questions from shareholders.

The date on which you must be registered as a shareholder in the company's register for the purposes of being entitled to attend and vote at the meeting is Friday, 10 March 2023 (record date). The last day to trade in enX shares in order to be eligible to vote at the meeting is therefore Tuesday, 7 March 2023. Only shareholders who are physically present at the meeting or represented by a valid proxy or letter of representation will be entitled to vote on any matter put to a vote of shareholders. If you are unable to attend the meeting, you are welcome to forward any questions you would like to address to the members of the board to the company secretary at enx@acorim.co.za and they will be answered on the day of the meeting. All questions should be sent by Friday, 10 March 2023.

Yours sincerely,

PC Baloyi

Chairman

SHAREHOLDERS' DIARY

Financial year-end

31 August

Audited 2022 results released

3 November 2022

2022 annual integrated report published

15 December 2022

Annual general meeting

15 March 2023

Interim results announcement

May 2023

enX AGM NOTICE 2022 1

SUMMARISED

ANNUAL FINANCIAL

STATEMENTS

SUMMARISED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at

As at

31 August 2022

31 August 2021

R'000

R'000

ASSETS

Non-current assets

2 918 894

3 185 840

Property, plant, equipment and right of use assets

198 511

259 561

Leasing assets

2 350 086

2 769 789

Intangible assets

99 612

33 375

Investment in associate

118 668

103 852

Unlisted investments and receivables

141 464

851

Deferred taxation

10 553

18 412

Current assets

2 991 923

2 334 733

Trade, other receivables and derivatives

1 056 706

810 697

Inventories

854 188

665 356

Taxation receivable

26 942

2 663

Bank and cash balances

1 054 087

856 017

Disposal group held for sale

-

2 794 679

Total assets

5 910 817

8 315 252

EQUITY AND LIABILITIES

Capital and reserves

2 264 961

2 661 950

Stated capital

2 495 999

3 134 092

Other reserves

(725 200)

(733 554)

Accumulated profits/(loss)

445 124

224 597

Equity attributable to equity holders of the parent

2 215 923

2 625 135

Non-controlling interests

49 038

36 815

Non-current liabilities

1 208 285

2 046 164

Interest-bearing liabilities

895 171

1 700 071

Lease liabilities

45 909

93 415

Employee benefits

61 033

1 179

Deferred taxation

206 172

251 499

Current liabilities

2 437 571

1 493 253

Interest-bearing liabilities

790 837

359 556

Lease liabilities

12 516

30 584

Trade, other payables, provisions and derivatives

1 328 982

1 083 882

Shareholder for dividend

273 661

-

Taxation payable

31 575

19 231

Liabilities associated with disposal group held for sale

-

2 113 885

Total equity and liabilities

5 910 817

8 315 252

Supplementary information:

Number of shares in issue

182 312 650

182 312 650

Weighted number of shares in issue (net of treasury shares)

181 366 763

181 366 763

Net asset value per share (cents)#

1 222

1 447

Net tangible asset value per share (cents)

1 167

1 434

  • Equity attributable to equity holders of the parent/Number of ordinary shares in issue net of treasury shares.

SUMMARISED

ANNUAL FINANCIAL

STATEMENTS

SUMMARISED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

Restated*

For the year ended

for the year ended

31 August 2022

31 August 2021

R'000

R'000

Continuing operations

Revenue

5 556 460

4 210 281

Cost of sales

(4 061 703)

(2 853 157)

Gross profit

1 494 757

1 357 124

Expected credit losses

(14 260)

30 085

Operating expenses

(1 035 783)

(1 046 649)

Operating profit before items listed below

444 714

340 560

Impairment of goodwill, intangible assets and property, plant and equipment

(25 440)

(1 721)

Operating profit before net finance costs and earnings from associate

419 274

338 839

Net finance costs

(104 747)

(152 495)

Interest received

31 449

5 455

Interest expense

(136 196)

(157 950)

Share of profits from associate

26 655

32 936

Profit before taxation

341 182

219 280

Taxation

(67 090)

(55 593)

Profit after taxation

274 092

163 687

Attributable to:

Equity holders of the parent

270 682

161 355

Non-controlling interests

3 410

2 332

Net profit after taxation ("PAT")

274 092

163 687

Discontinued operations

(Loss)/profit for the year from discontinued operations

(41 342)

138 503

Net profit after taxation ("PAT")

232 750

302 190

Attributable to:

Equity holders of the parent

229 340

299 858

Continuing operations

270 682

161 355

Discontinued operations

(41 342)

138 503

Non-controlling interests

3 410

2 332

Net profit after taxation

232 750

302 190

Other comprehensive income net of taxation:

Profit after taxation

232 750

302 190

Items that may be reclassified subsequently to profit or loss:

- Foreign currency translation reserve

8 354

(95 870)

Total comprehensive income

241 104

206 320

2 enX AGM NOTICE 2022

enX AGM NOTICE 2022 3

SUMMARISED

ANNUAL FINANCIAL

STATEMENTS

SUMMARISED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME (continued)

Restated*

For the year ended

for the year ended

31 August 2022

31 August 2021

R'000

R'000

Attributable to:

Equity holders of the parent

237 694

203 988

Non-controlling interests

3 410

2 332

Total comprehensive income

241 104

206 320

Earnings per share from continuing operations

Basic earnings per share (cents)

149

89

Diluted earnings per share (cents)**

149

89

Headline earnings per share (cents)

160

90

(Loss)/earnings per share from discontinued operations

Basic (loss)/earnings per share (cents)

(23)

76

Diluted (loss)/earnings per share (cents)**

(23)

76

Headline earnings per share (cents)

106

118

  • During the year, the Group entered into an agreement with Highest Mountain to divest its ownership in Austro. This divestment was effective from 30 June 2022 and resulted in Austro being recognised as a discontinued operation in 2022. Therefore, the statement of profit or loss and other comprehensive income for 2021 has been represented in accordance with IFRS 5 to take into account the additional disposal.
  • The dilutionary instruments in issue have an anti-dilutionary effect in the prior year.

HEADLINE EARNINGS

Restated*

For the year

For the year

ended

ended

31 August 2022

31 August 2021

R'000

R'000

Profit after taxation attributable to equity holders of the parent

229 340

299 858

Adjusted for:

Profit on disposal of property, plant and equipment

(4 229)

(3 417)

Impairment of goodwill, intangible assets and property, plant and equipment

25 440

114 519

Loss/(profit) on disposal of subsidiary

20 364

(32 819)

Taxation effect on adjustments

(5 939)

(874)

Headline earnings attributable to ordinary shareholders

481 130

377 267

Profit after taxation attributable to equity holders of the parent - continuing operations

270 682

161 355

Adjusted for:

Loss on disposal of property, plant and equipment

871

189

Impairment of goodwill, intangible assets and property, plant and equipment

25 440

1 721

Taxation effect on adjustments

(7 367)

(535)

Headline earnings attributable to ordinary shareholders - continuing operations

289 626

162 730

(Loss)/profit after taxation attributable to equity holders of the parent - discontinued

operations

(41 342)

138 503

Adjusted for:

Profit on disposal of property, plant and equipment

(5 100)

(3 606)

Impairment of goodwill, intangible assets and property, plant and equipment

216 155

112 798

Loss/(profit) on disposal of subsidiary

20 364

(32 819)

Taxation effect on adjustments

1 428

(339)

Headline earnings attributable to ordinary shareholders - discontinued operations

191 505

214 537

  • During the year, the Group entered into an agreement with Highest Mountain Proprietary Limited to divest its ownership in Austro. The divestment was effective from 30 June 2022 and resulted in Austro being recognised as a discontinued operation in 2022. The prior year has been restated as to include EIE SA, Austro and Impact Handling (UK) as a discontinued operation in terms of IFRS 5. The Total operations EPS and HEPS remained unchanged with only the split between continuing and discontinuing operations having changed.

4 enX AGM NOTICE 2022

SUMMARISED

ANNUAL FINANCIAL

STATEMENTS

SUMMARISED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the year ended

For the year ended

31 August 2022

31 August 2021

R'000

R'000

Stated capital

2 495 999

3 134 092

Balance at beginning of the year

3 134 092

3 134 092

Capital distribution

(638 093)

-

Other reserves

(725 200)

(733 554)

Balance at beginning of the year

(733 554)

(595 867)

Foreign currency translation reserve

8 354

(95 870)

Reclassification of reserves on disposal of subsidiary

-

(41 518)

Share-based payment settlement

-

(299)

Accumulated profits

445 124

224 597

Balance at beginning of the year

224 597

(75 261)

Reclassification to non-controlling interests

(8 813)

-

Total comprehensive income for the year

229 340

299 858

Non-controlling interest

49 038

36 815

Balance at beginning of the year

36 815

34 483

Reclassification to non-controlling interests

8 813

-

Total comprehensive income/(loss) for the year

3 410

2 332

Total shareholders' interests

2 264 961

2 661 950

SUMMARISED CONSOLIDATED STATEMENT OF CASH FLOWS

For the year ended

For the year ended*

31 August 2022

31 August 2021

R'000

R'000

Cash flows from operating activities

519 058

611 621

Cash generated from operations before working capital movements

1 330 718

1 930 719

Working capital movements

(512 799)

(983 796)

Interest received

32 104

9 323

Interest paid

(204 939)

(307 717)

Taxation paid

(126 026)

(36 908)

Cash flows from investing activities

500 147

391 788

Capital expenditure

(43 509)

(80 759)

Proceeds on disposal of assets

14 465

10 857

Business combinations

-

(12 947)

Dividend received from associate

11 839

-

Net proceeds on disposal of subsidiary

517 352

474 637

Cash flows from financing activities

(817 098)

(1 005 191)

Proceeds from interest-bearing liabilities

2 160 857

3 360 712

Repayment of interest-bearing liabilities

(2 568 226)

(4 322 382)

Deferred vendor consideration paid

-

(30 319)

Repayment of lease liability

(45 297)

(13 202)

Capital distribution

(364 432)

-

Net increase/(decrease) in cash and cash equivalents

202 107

(1 782)

Effects of exchange rate changes on cash and cash equivalents

249

(27 019)

Cash and cash equivalents at beginning of the year

851 731

880 532

Total group cash and cash equivalents at end of the year

1 054 087

851 731

  • The 2021 comparative information has been restated on account of the correction of a classification error in respect of the cash flow arising from the acquisition of leasing assets. During the current reporting period the group determined that the classification of the cash outflow arising from the acquisition of leasing assets was incorrectly classified under investing activities instead of under operating activities. The group assessed the guidance provided in IAS 16 Property, Plant and Equipment and IAS 7 Statement of Cash Flows in respect of assets held for rentals which are subsequently disposed of in the course of the group's ordinary activities and determined that the classification of the cash outflow arising from the acquisition of leasing assets should be classified under operating activities despite diversity in practice of the classification of the related cash flows in the industry.

enX AGM NOTICE 2022 5

SUMMARISED

SUMMARISED

ANNUAL FINANCIAL

ANNUAL FINANCIAL

STATEMENTS

STATEMENTS

SUMMARISED CONSOLIDATED

SEGMENTAL ANALYSIS

GROUP, FINANCING

EQUIPMENT(3)

FLEET

PETROCHEMICALS

AND CONSOLIDATION

TOTAL(3)

For the year

For the year

For the year

For the year

For the year

For the year

For the year

For the year

For the year

For the year

ended

ended

ended

ended

ended

ended

ended

ended

ended

ended

31 August

31 August

31 August

31 August

31 August

31 August

31 August

31 August

31 August

31 August

2022

2021

2022

2021

2022

2021

2022

2021

2022

2021

R'000

R'000

R'000

R'000

R'000

R'000

R'000

R'000

R'000

R'000

Revenue(1)

397 189

318 936

2 225 925

1 768 842

2 966 626

2 167 438

(33 280)

(44 935)

5 556 460

4 210 281

- South Africa

395 869

318 936

2 081 804

1 612 668

2 786 954

2 005 630

-

2 995

5 264 627

3 940 229

- Rest of World

-

-

129 441

136 318

162 392

145 687

-

-

291 833

282 005

- Intercompany

1 320

-

14 680

19 856

17 280

16 121

(33 280)

(47 930)

-

(11 953)

EBITDA(2)

29 619

(7 885)

739 268

760 413

187 262

116 704

(23 612)

21 377

932 537

890 609

Depreciation and amortisation(4)

(15 378)

(21 671)

(478 775)

(510 551)

(21 077)

(17 427)

1 967

(2 121)

(513 263)

(551 770)

Earnings/(loss) before interest and taxation(5)

14 241

(29 556)

260 493

249 862

166 185

99 277

(21 645)

19 256

419 274

338 839

- South Africa

14 241

(29 556)

232 435

204 507

147 573

90 362

(21 645)

19 256

372 604

284 569

- Rest of World

-

-

28 058

45 355

18 612

8 915

-

-

46 670

54 270

Net finance costs

(3 796)

(7 330)

(103 755)

(125 565)

(24 649)

(20 104)

27 453

504

(104 747)

(152 495)

Interest received

309

273

8 347

10 224

3 708

1 407

19 085

(6 449)

31 449

5 455

Interest expense

(4 105)

(7 603)

(112 102)

(135 789)

(28 357)

(21 511)

8 368

6 953

(136 196)

(157 950)

Share of profits from associate

-

-

-

-

26 655

32 936

-

-

26 655

32 936

Profit/(loss) before taxation(2, 3)

10 445

(36 886)

156 738

124 297

168 191

112 109

5 808

19 760

341 182

219 280

Total assets

279 554

311 877

3 209 421

3 255 128

1 855 414

1 441 564

566 428

3 306 683

5 910 817

8 315 252

- Goodwill and intangible assets

418

806

21 586

30 498

77 608

2 071

-

-

99 612

33 375

- Leasing assets

-

508

2 350 086

2 769 280

-

-

-

1

2 350 086

2 769 789

- Investment in associate

-

-

-

-

118 668

103 852

-

-

118 668

103 852

- Inventories

135 624

116 865

32 292

18 411

686 272

530 080

-

-

854 188

665 356

- Trade, other receivables and derivative financial assets

69 144

67 232

223 004

217 646

756 022

508 095

8 536

17 724

1 056 706

810 697

- Other assets

74 368

126 466

582 453

219 293

216 844

297 466

557 892

494 279

1 431 557

1 137 504

Disposal group held for sale

-

-

-

-

-

-

-

2 794 679

-

2 794 679

Total liabilities

133 106

122 094

1 982 814

2 267 571

1 145 472

1 042 476

384 464

2 221 161

3 645 856

5 653 302

- Interest-bearing liabilities and overdraft

5 500

64

1 465 001

1 680 362

199 775

307 982

15 732

71 219

1 686 008

2 059 627

- Deferred vendor consideration

-

-

-

-

-

-

-

-

-

-

- Trade, other payables, provisions and derivatives

125 879

71 582

315 447

312 991

873 769

675 243

287 548

23 012

1 602 643

1 082 828

- Other liabilities

1 727

50 448

202 366

274 218

71 928

59 251

81 184

13 045

357 205

396 962

Liabilities associated with disposal group held for sale

-

-

-

-

-

-

-

2 113 885

-

2 113 885

Capital expenditure net of proceeds

1 006

5 528

770 600

830 278

8 674

1 574

118

185

780 398

837 565

Number of employees

181

181

387

422

173

168

9

9

750

780

GEOGRAPHICAL SEGMENTATION

Total assets

279 554

311 877

3 209 421

3 255 128

1 855 414

1 441 564

566 428

3 306 683

5 910 817

8 315 252

- South Africa

279 554

311 877

2 742 449

2 797 541

1 767 499

1 370 050

566 428

3 306 683

5 355 930

7 786 151

- Rest of World

-

-

466 972

457 587

87 915

71 514

-

-

554 887

529 101

Total liabilities

133 106

122 094

1 982 814

2 267 571

1 145 472

1 042 476

384 464

2 221 161

3 645 856

5 653 302

- South Africa

133 106

122 094

1 814 156

2 098 133

1 113 474

1 010 521

384 464

2 221 161

3 445 200

5 451 909

- Rest of World

-

-

168 658

169 438

31 998

31 955

-

-

200 656

201 393

  1. No single customer exceeds 10% of group revenue.
  2. Excludes intercompany management fees.
  3. During the year the Group entered into an agreement with Highest Mountain to divest its ownership in Austro. This divestment was effective from 30 June 2022 and resulted in Austro being recognised as a discontinued operation in 2022. Therefore the statement of profit or loss and other comprehensive income for 2021 has been represented in accordance with IFRS 5 to take into account the additional disposal. The comparative numbers in the segment have represented and exclude Austro.
  4. Total depreciation and amortisation includes depreciation disclosed as part of cost of sales.
  5. Earnings/(loss) before interest and taxation include impairments of goodwill, intangible assets and property of R25.4 million (2021: R1.7 million).

6 enX AGM NOTICE 2022

enX AGM NOTICE 2022 7

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enX Group Ltd. published this content on 13 December 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 15 December 2022 08:05:01 UTC.