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Audited Consolidated Financial Statements for the Financial Year Ended 31 March 2026, Distribution Declaration
PBT Holdings Limited
(formerly PBT Group Limited)
(Incorporated in the Republic of South Africa)
(Registration number: 1936/008278/06)
JSE Share code: PBG ISIN: ZAE000256319
Main Board - General Segment
("PBT Holdings" or "the Group" or "the Company")
DISTRIBUTION OF INTEGRATED ANNUAL REPORT
AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2026
SHORT FORM ANNOUNCEMENT
DISTRIBUTION DECLARATION
NOTICE OF ANNUAL GENERAL MEETING
B-BBEE ANNUAL COMPLIANCE REPORT
DISTRIBUTION OF INTEGRATED ANNUAL REPORT
PBT Holdings shareholders are advised that the Company's integrated annual report ("IAR") containing its audited
consolidated financial statements ("2026 AFS") and notice of annual general meeting ("AGM") for the year ended 31
March 2026 was published today, Tuesday, 30 June 2026.
An electronic version of the IAR, the 2026 AFS and the auditor's report thereon will be available on the Company's
website at https://pbtholdings.com/investor-relations/ from today. A shareholder booklet containing the notice of AGM
and a summary of the 2026 AFS will be posted to relevant shareholders on Tuesday, 7 July 2026. Copies of the IAR,
the 2026 AFS and the notice of AGM may be requested from the Company Secretary at
anastassia.sousa@pbtholdings.com.
2026 AFS – SHORT FORM ANNOUNCEMENT
INTRODUCTION
PBT Holdings is a pre-eminent data, analytics and software engineering consultancy delivering enterprise-scale
solutions and services for mainly blue-chip, JSE Top 40 clients in South Africa, with a presence in the United Kingdom.
Technological integration is a key enabler in providing clients with custom-made solutions or services in support of
their organisational objectives. As a technology agnostic consultancy, PBT Holdings is best positioned to optimise
clients' operations without allowing product or technology to limit their options.
HIGHLIGHTS
31 March 31 March Year-on-
2026 2025 year
CONTINUING OPERATIONS
(FY2026) (FY2025) change
ZAR ZAR %
Revenue million 1 153 1 087 6.0
Earnings before interest, taxation,
million 151 141 7.4
depreciation and amortisation
Operating profit million 146 135 8.3
Profit before taxation million 147 138 7.0
Profit for the year million 106 99 6.8
Profit attributable to owners of the parent million 69 65 6.2
Cash generated from operations million 131 141 (6.6)
Earnings per share cents 70.9 64.3 9.8
Headline earnings per share cents 70.9 60 17.6
Normalised headline earnings* million 74 68 8.7
Normalised headline earnings per share* cents 73.9 66.4 10.8
Total ordinary cash distribution cents 67 62 8.1
Interim ordinary cash distribution paid cents 30 27.0 11.1
Final ordinary cash distribution declared cents 37 35 5.7
* Normalised headline earnings adjusts for the impact of IFRS 2. This is a more accurate reflection of the underlying
earnings generated by PBT Holdings.
AUDITORS: UNMODIFIED AUDIT OPINION
The 2026 AFS were audited by BDO South Africa Inc, who expressed an unmodified audit opinion thereon. A copy of
the auditor´s report is included in the 2026 AFS:
https://pbtholdings.com/investor-relations/
The 2026 AFS have been prepared in accordance with IFRS, the SAICA Financial Reporting Guides as issued by the
Accounting Practices Committee and the Financial Pronouncements as issued by the Financial Reporting Standards
Council and the requirements of the Companies Act and the JSE Listing Requirements.
DISTRIBUTION DECLARATION
The company's distribution policy is to consider an interim and a final distribution in respect of each financial year. At
its discretion, the Board of Directors may consider a special or ad hoc distribution, where appropriate. Depending on
the perceived need to retain funds for expansion or operating purposes, the Board of Directors may also elect not to
pay distributions.
On Tuesday, 23 June 2026, the Board of Directors resolved to declare a capital reduction distribution of 18.50 cents
per PBT ordinary share and a dividend distribution of 18.50 cents per PBT ordinary share (collectively "the
Distribution"). The total Distribution will equate to R36.6 million.
The implications of the Distribution on shareholders are as follows:
• The gross dividend of 18.50 cents per PBT ordinary share from income reserves will be subject to dividend
withholding tax at a rate of 20%. Consequently, a net final dividend of 14.80 cents per share will be distributed to
those shareholders who are not exempt from paying dividend tax. In terms of dividend tax legislation, the dividend
tax amount due will be withheld and paid over to the South African Revenue Service by a nominee company,
stockbroker or Central Securities Depository Participant ("CSDP") (collectively "regulated intermediary") on behalf
of the shareholders. All shareholders should declare their status to their regulated intermediary, as they may qualify
for a reduced dividend tax rate or exemption.
• The capital reduction distribution of 18.50 cents per PBT ordinary share is not subject to dividend withholding tax
as it is paid out of capital reserves. As the capital reduction distribution will be regarded as a return of capital and
may therefore have potential capital gains tax consequences, shareholders are advised to consult their tax advisers
regarding the impact of the capital reduction distribution.
As at the date of declaration of the Distribution there were 98 930 113 PBT ordinary shares in issue. The company's
income tax reference number is 9725148713.
In compliance with the Companies Act, the Directors confirm and have resolved that the Company will satisfy the
solvency and liquidity test immediately after the payment of the Distribution.
In accordance with the provisions of Strate Proprietary Limited, the electronic settlement and custody system used by
the JSE Limited, the relevant dates for the Distribution are as follows:
Last day to trade "cum Distribution" Monday, 14 July 2026
First trading day "ex Distribution" Wednesday, 15 July 2026
Record date Friday, 17 July 2026
Payment date Monday, 20 July 2026
No share certificates may be dematerialised or rematerialised between Wednesday, 15 July 2026, and Friday, 17 July
2026, both days inclusive. Only the shareholders recorded in the Company's share register as at record date are
entitled to receive the Distribution declared.
Payments for certificated shareholders will be transferred electronically to their bank accounts on the payment date.
Shareholders who hold dematerialised shares will have their accounts at their CSDP or stockbroker credited on
Monday, 20 July 2026.
******
This short-form announcement is the responsibility of the Board of Directors of the Company and is extracted from the
2026 AFS. It is therefore a summary of the financial information in the 2026 AFS and does not contain full or complete
details of the Company's financial results and is itself not audited.
Any investment decision by investors and/or shareholders should be based on consideration of the full 2026 AFS,
included in the Company's IAR, which has been published in accordance with paragraph 6.35(c) of the JSE Limited
Listings Requirements as follows:
Company's website: https://www.pbtgroup.co.za/investor-relations/
JSE website: https://senspdf.jse.co.za/documents/2026/JSE/ISSE/PBTE/YE2026.pdf
Electronic copies of the IAR containing the 2026 AFS and the auditor's report on the 2026 AFS can be requested from
the Company Secretary at no charge via e-mail at the following address: anastassia.sousa@pbtholdings.com and are
also available for inspection at the Company's registered office (by appointment) during office hours.
NOTICE OF AGM
Notice is hereby given that the next AGM of the shareholders of the Company will be held entirely by electronic
communication, on Friday, 14 August 2026 at 10:00, to consider and, if deemed fit, to pass with or without modification
all of the ordinary and special resolutions set out in the notice of AGM attached to the IAR.
Participation in the meeting
The Board has determined the following salient dates in respect of the AGM:
2026
Record date to receive the notice of the AGM Friday, 26 June
Date of posting the notice of AGM Friday, 7 July
Last date to trade to be eligible to vote Tuesday, 4 August
Record date to be eligible to attend, participate and vote at the AGM
Friday, 7 August
For administrative purposes, preferable date by which forms of proxy for the
AGM are requested to be lodged, by 10:00am on Wednesday, 12 August
AGM at 10:00am Friday, 14 August
Results of AGM published on SENS on Friday, 14 August
B-BBEE ANNUAL COMPLIANCE REPORT
In accordance with paragraph 12.7 (g) and Appendix 1 to Section 6 of the JSE Limited Listings Requirements, notice
is hereby given that the Company´s annual compliance report in terms of section 13G(2) of the B-BBEE Act, as
submitted to the Broad Based Black Economic Empowerment Commission, is available on PBT's website at
https://www.pbtgroup.co.za/investor-relations/
Registered Office
PBT House
2 Mews Close
Waterford Mews
Century City
7441
By order of the Board:
Tony Taylor Elizna Read
Non-Executive Chairman Chief Executive Officer
30 June 2026
Cape Town
Sponsor
Questco Corporate Advisory Proprietary Limited
Date: 30-06-2026 07:05:00
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