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enX GROUP LIMITED Annual Report 2021

Nov 24, 2021

48714_rns_2021-11-24_dd2d356d-97e5-4341-b119-2ecaa208f9d1.pdf

Annual Report

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2021 INTEGRATED REPORT

NAVIGATION

OUR CAPITALS

Our relevance as a business depends on how we effectively utilise the various capitals available to us and the impact we make by leveraging our business strategy against these capitals.

Cash resources, bank funding

MANUFACTURED Material handling equipment, rental and leasing fleets, lubricants blending

NATURAL Water, electricity, fuel

HUMAN Product and technical skills

SOCIAL Relationship and supply

INTELLECTUAL Technical, supply chain skills, strategy and core values

Read more in this report Read more online on www.enxgroup.co.za

CONTENTS

ABOUT THIS REPORT 2 About this report
OUR GROUP 5 enX at a glance
6 Our group segments
6 Our geographical footprint
7 Our 2021 highlights
7 Our journey
8 Our directorate
10 Risk management and our top of mind issues
OUR PERFORMANCE 15 Chief Executive's and Chairperson's report
16 Chief Financial Officer's report
19 Segmental performance at a glance
20 Segmental and business unit reviews
30 Five-year review
OUR ACCOUNTABILITY 33 Corporate governance
38 Corporate governance statement
39 Remuneration report
ACTING SUSTAINABLY 47 Value added statement
48 Engaging with stakeholders
50 Environmental, social and governance overview
55 Our people
57 Social and ethics committee report
SUMMARISED CONSOLIDATED 59 Audit and risk committee report
FINANCIAL STATEMENTS 63 Summarised consolidated statement of financial position
64 Summarised consolidated statement of profit or loss and othercomprehensive income
66 Headline earnings
67 Summarised consolidated statement of changes in equity
67 Summarised consolidated statement of cash flows
68 Summarised consolidated segmental analysis
70 Notes to the summarised consolidated annual financial statements
GENERAL 75 Definitions
78 Administration

ABOUT THIS REPORT

enX Group Limited ("enX" or "the company") and its consolidated subsidiaries ("the group") are an industrial group listed on the JSE's "Industrial General" sector, providing quality branded industrial equipment, petrochemicals, fleet management and logistics products and related services to a wide range of economic sectors in South Africa and Sub-Saharan Africa. The group reports through three segments: enX Fleet (Eqstra), enX Petrochemicals (comprising African Group Lubricants and West African Group) and enX Equipment (comprising New Way Power and Austro). Discontinued operations include Impact Handling UK (sold 14 June 2021) and EIE SA (held for sale). Each business is managed autonomously.

THE REPORT

This integrated annual report presents a concise and integrated overview of the strategy, risks, financial, operational, environmental, social and governance performance of the group for the year 1 September 2020 to 31 August 2021 and includes commentary on material subsequent events up to the date of signing. It covers all segments and subsidiaries of the company, as illustrated in the group structure on page 6, across all operations in South Africa and sub-Saharan Africa.

The report is primarily targeted at current shareholders and potential investors in the group, but also covers areas of interest to other stakeholders such as suppliers, employees, customers, government and communities, which may be impacted by the group's operations.

The group uses its capitals, namely financial, social, human, natural, manufactured and intellectual, to achieve its strategic goals. These capitals are reported on primarily in our segmental reports and acting sustainably reports.

The report also covers the risks, opportunities, stakeholder concerns, and outcomes beyond the financial reporting boundary insofar as they materially affect the group's ability to create value in the short and long term.

BASIS OF PREPARATION

In preparing this report enX has considered and applied many of the recommendations contained in the International Integrated Reporting Framework and the King Report. In terms of paragraph 8.63(a) of the JSE Listings Requirements, a King IV application statement is available on the website (www.enxgroup.co.za).

The AFS have been prepared in accordance with International Financial Reporting Standards (IFRS), the requirements of the Companies Act, the Listings Requirements of the JSE and the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee and Financial Pronouncements as issued by the Financial Reporting Standards Council. Non-financial assurances include B-BBEE verifications and health and safety ISO accreditations. At present the sustainability information is not independently assured. External assurance will be considered as and when necessary.

MATERIAL EVENTS

Discontinued operation - Impact Handing (UK) Shareholders are referred to the SENS announcement dated 15 April 2021 announcing the disposal of Impact Handling (UK). As detailed in the SENS announcement, enX Leasing Investments, a wholly owned subsidiary of enX, had entered into a Share Purchase Agreement (SPA) with Aprolis Holding SAS (the purchaser), a subsidiary of Monnoyeur SAS, for the disposal of 100% of the issued share capital of Impact Handling (UK). The sale was effective 14 June 2021.

Discontinued operation - EIE SA

Shareholders are also referred to the SENS announcement dated 30 September 2021 announcing the disposal of EIE SA to CFAO Holdings South Africa ("CFAO South Africa"), subject to shareholder approval. Binding Heads of Terms have been signed by enX and CFAO South Africa, whereby enX will dispose of its equity ownership in EIE SA for R700 million, subject to typical leakage adjustments between 31 December 2020 and closure of the transaction.

REPORTING SUITE

The enX 2021 integrated report (including the governance report) is available online, together with the enX Annual financial results (AFS) for the year ended 31 August 2021, the King IV compliance report and the Annual general meeting notice (AGM) which includes the form of proxy. Copies of this report can be requested at [email protected]. For additional information and recent announcements, please visit enX's website at www.enxgroup.co.za.

RESPONSIBILITY STATEMENT AND REVIEW

The audit and risk committee (ARC) and the board acknowledge their responsibility to ensure the integrity of this report. The report has been reviewed by ARC, the board, company secretary and JSE sponsor. The AFS for the year ended 31 August 2021, of which a summary is included in this integrated report, have been audited by external auditors, Deloitte & Touche.

ACTING SUSTAINABLY

MATERIALITY

The integrated annual report is intended to provide insight into issues identified as the most relevant and material to enX and its stakeholder groups that could potentially impact the group as a going concern. We believe that in order to create sustained value for our shareholders we need to look beyond short-term returns and aim to incorporate this thinking throughout the report and in our everyday business.

The board, specifically the ARC and the Social and ethics committee, play a central role in the determination of material risks as well as opportunities that may arise, and further detail pertaining to these risks and opportunities is detailed on pages 10 to 13 of this report.

FORWARD-LOOKING STATEMENT

This integrated annual report contains forward-looking statements that, unless otherwise indicated, reflect the group's expectations as at 31 August 2021. Actual results may differ materially from the group's expectations if known and unknown risk or uncertainties affect its business, or if estimates or assumptions prove inaccurate. The group cannot guarantee that any forward-looking statement will materialise and, accordingly, readers are cautioned not to place undue reliance on these forward-looking statements.

The group disclaims any intention and assumes no obligation to update or revise any forward-looking statement even if new information becomes available as a result of future events or for any other reason, save as required to do so by legislation and/or regulation.

22 November 2021

Andrew Hannington Robert Lumb Babalwa Ngonyama

Chief Executive Officer Chief Financial Officer Chair of the Audit and risk committee

FEEDBACK

We welcome your feedback on this report. Please email your comments to [email protected].

The definitions included in the Definitions section of this integrated annual report apply throughout the integrated annual report.

OUR GROUP

02

enX at a glance 5
Our group segments 6
Our geographical footprint 6
Our 2021 highlights 7
Our journey 7
Our directorate 8
Risk management and our top of mind issues 10

4

enX AT A GLANCE

OUR GROUP SEGMENTS

enX is a diversified industrial group that provides quality branded industrial, petrochemical and fleet management and logistics products and services.

enX is organised as follows:

enX FLEET segment comprises:

Eqstra provides a full spectrum of passenger vehicle services including leasing, fleet management, outsourcing solutions, maintenance, warranty management and vehicle tracking solutions. It also provides fleet management solutions for commercial vehicle fleet owners and logistics solutions. Its footprint is South Africa and sub-Saharan Africa. Eqstra's commercial vehicle operations are supported by a nationwide network of workshops and panel repair shops.

% of Revenue

**40%**RACE

**50%**RACE

**10%**RACE

enX PETROCHEMICALS segment comprises:

  • West African Group ("WAG") distributes plastics, polymers, rubber and specialty chemicals into Southern African. It is the sole agent and distributor of ExxonMobil chemicals in South Africa.
  • AG Lubricants through Centlube and African Group Lubricants ("AGL") produces and markets oil lubricants and greases in South Africa and sub-Saharan Africa. It is the sole distributor of ExxonMobil lubricants (excluding marine and aviation) and Quaker Houghton International's Advanced Fluids Solutions and Services.

enX EQUIPMENT segment comprises:

  • New Way Power designs, manufactures, installs and maintains diesel generators as well as provides temporary power through Genmatics. The business also distributes a range of industrial and marine engines and components through Power O2 which is the sole distributor of John Deere and Mitsubishi industrial engines in South Africa. The business has recently evolved to include a more balanced power solution offering cleaner power through solar hybrid and grid alternatives.
  • Austro distributes professional woodworking equipment, tooling and the provision of associated services such as blade sharpening and equipment maintenance. It is the sole distributor of Biesse equipment and Leitz tooling in South Africa.

DISCONTINUED OPERATIONS comprises:

  • Impact Handing UK provides distribution, rental and value added services for industrial and materials handling equipment in the United Kingdom and Ireland ("UK"). Impact Handling (UK), is the exclusive distributor for Cat Lift Trucks and Konecranes heavy duty forklifts and container handling equipment in the UK and was disposed of on 14 June 2021.
  • EIE SA provides distribution, rental and value added services for industrial and materials handling equipment in South Africa and other African countries. EIE SA is the sole distributor of Toyota Forklifts, BT warehousing equipment, Konecranes heavy duty forklifts and container handling equipment, Terberg Terminal Tractors, Balancell batteries and chargers, Hako Industrial cleaning equipment and CT Power Forklifts in sub-Saharan Africa. EIE SA is a held for sale and discontinued operation effective 31 August 2021.

OUR GEOGRAPHICAL FOOTPRINT

enX FLEET

South Africa Johannesburg Cape Town Durban Port Elizabeth

Botswana eSwatini Namibia

Zambia

Discontinued operations

EIE (SA)

Johannesburg, Durban, Cape Town, East London, Nelspruit, Polokwane, Pietermaritzburg, Newcastle, Richards Bay, Port Elizabeth, George, Upington, Kimberley and Bloemfontein (dealer)

WAG

Centlube Johannesburg, Durban, Cape Town and Port Elizabeth

Johannesburg, Durban and Cape Town

EIE Africa (all dealers)

Namibia, Botswana, Zambia, Zimbabwe, Malawi, Mozambique, Angola, Madagascar, Mauritius and Tanzania

enX PETROCHEMICALS

AG Lubricants Johannesburg, Namibia, Democratic Republic of Congo and Zambia

enX EQUIPMENT

New Way Power Johannesburg, Durban and Cape Town

Austro Johannesburg, Durban, Cape Town, East London and Nelspruit

Impact Handling (UK)

20 branches 49 dealers

6

ABOUTTHIS REPORT OURGROUP OURPERFORMANCE OURACCOUNTABILITY ACTINGSUSTAINABLY ANNUAL FINANCIALSTATEMENTS GENERAL
OUR 2021 HIGHLIGHTS OUR JOURNEY
PER SHARE FINANCIALNET ASSET VALUER14.472020: R13.61 • Listed Austro 2007• Power business acquired2013• Wild Rose Capital introduced as shareholder of reference2014
CSI SPENDR3.6m SOCIAL acquisition of Centlube• Group renamed enX• Awarded ExxonMobil distributorship • Establishment of Petrochemicals segment through2015
HUMANTRAINING SPENDR29.8m 2016• Acquisition of Genmatics, WAG and AG Lubricants• Empowerment transaction and capital raise2017
NATURALGo Green initiativedrives recycling • Decoupled from eXtract• Growing Petrochemical segment • Acquisition of established Eqstra and EIE2018
and MANUFACTUREDDISPOSAL GROUP HELD FOR SALE:Impact Handling (UK)EIE SA • Expanded UK footprint• 12 months of results for EIE and Eqstra 2019• Eqstra classified as discontinued operations2020
INTELLECTUAL lockdown restrictions • Eqstra re-presented as a continuing operation• Challenging environment arising due to COVID-19

POPIA Implementation

enX INTEGRATED REPORT 2021

7

asset held for sale

2021

• Impact Handing UK sold effective 14 June 2021 • EIE SA classified as discontinued operation and

OUR DIRECTORATE

Andrew Hannington (65) CEO CA(SA) Appointed: 13 August 2020

Andrew was appointed

Robert Lumb (51) CFO CA(SA), FCMA Appointed: 1 March 2020

Robert serves as CFO of the

Oyama Mabandla (58) B.A.Juris Doctor (Columbia University), Appointed: 3 July 2020

Oyama joined the Johannesburg Bar as a practising advocate in January 1999, after working as an investment banker for the Union Bank of Switzerland. He then joined South African Airways as general counsel, later becoming the Deputy CEO of the airline. He has held various positions during his career, including board Chairperson at both Vodacom Group Limited and Consol Glass Proprietary Limited; Director of Group Five Limited and Mvela Group Limited; and as a member of the JP Morgan African Advisory Board. He was appointed acting CEO of EIE SA on 2 June 2021. Oyama indirectly holds 1% of shares in enX.

Paul Baloyi (65) Chair of the board and Nomination committee MBA (Manchester Bangor University of Wales), MDP, SEP (Harvard)

Appointed: 1 January 2014 Paul is the non-executive

Director of several listed companies in South Africa, including Old Mutual, enX Group, Bidcorp, Alphamin Resources and Zarclear. He previously held positions as CEO and MD of the Development Bank of Southern Africa (DBSA) and the DBSA Development Fund, and MD of Nedbank Africa. With over 30 years of experience in the Financial Services sector alone, he is a proven specialist in risk and finance engineering. Paul indirectly holds 4.6% shares in enX.

Warren Chapman (50) Chairman of Remuneration committee B Com, CFA, Certified Stockbroker – CSb (SA) Appointed: 3 July 2020

Warren is the Group CEO of Peresec. With his deep knowledge of capital markets and financial technology, he steered Peresec to become one of the largest brokers on the JSE and A2X. He remains committed to investment through efficient and liquid South African stock exchanges. Warren indirectly holds 14.3% of shares in enX."

enX Group Limited director attendance/participation at meetings for the 2021 financial year

Director Board Auditand riskcommittee Socialand ethicscommittee Remunerationandnominationcommittee
P Baloyi 5(5) 2(2) 3(3)
W Chapman 4(5) 2(3)
A Hannington 5(5) 4(4)# 2(2)# 3(3)#
R Lumb 5(5) 4(4)# 2(2)# 3(3)#
O Mabandla% 5(5) 2(2) 1(1)
K Matthews 4(5) 3(3)
L Molefe 4(5) 4(4) 2(2)
G Neubert@ 1(1)#
B Ngonyama 5(5) 4(4) 1(1) 3(3)
J Varana 5(5) 4(4) 1(1) 2(2)

Executive directors attended meetings by invitation.

@ GD Neubert attended the board meeting held 29 October 2021 as invitee.

He resigned as director on 31 July 2021. % O Mabandla was appointed executive director following a function change on 2 June 2021.

director on 3 July 2020 and serves as group CEO since 13 August 2020. He is also an Executive Director of Zarclear Holdings Limited and a Non-executive Director of Texton Property Fund Limited. He was previously CEO of Grant Thornton Johannesburg (Registered auditors) and prior to that CEO and National Chairman of PKF (Registered auditors). He is a member of the South African Institute of Chartered Accountants and the Institute of Directors. During his long career in the auditing and accounting profession he acted as the reporting accountant on several JSE listings. Andrew indirectly holds 6% of enX shares.

enX Group. He previously served as CFO of Interwaste Holdings Limited after a long career within the Barloworld Group. He has a Bachelor of Commerce and Post Graduate Diploma in Accounting, is a CA(SA) and a FCMA. He has over 25 years of financial management experience in South Africa and the UK in several sectors including construction, FMCG, banking, IT, manufacturing, automotive, logistics and waste management.

DIRECTORS

EXECUTIVE DIRECTORS NON-EXECUTIVE DIRECTORS

ABOUT THIS REPORT

OUR GROUP

OUR PERFORMANCE

ACTING SUSTAINABLY

INDEPENDENT NON-EXECUTIVE DIRECTORS

Vuyani Jarana (51) BCom, MBA Appointed: 3 September 2020

Vuyani is a seasoned business transformation leader with over 25 years of ICT experience, most of which he spent within the Vodacom Group where he held various positions including a Group COO role and a CEO for Vodacom Business. He is the former CEO of South Africa Airways. Vuyani has extensive experience in doing business in the African Continent. As a development activist he always looks a most appropriate ways to apply mobile and digital technologies to address some of the most challenging and stubborn social issues facing the African continent. He is currently the shareholder and the Chairman of the Mobax Group, a leading managed services company providing infrastructure into the telecommunications sector. He is also a Board Member of the Eastern Cape Rural Development Agency.

Babalwa Ngonyama (47) Audit and risk committee Chair BCom (Hons) CA(SA) Appointed: 19 July 2019

Babalwa was appointed to the Board in July 2019 and is the Chairperson of the Audit and risk committee. She is the CEO of Sinayo Securities (Pty) Limited, a women-owned and managed securities firm. Prior to this she was the Group Chief Internal Auditor of Nedbank Limited, the past FD of Safika Holdings, an Audit Partner at Nkonki Chartered Accountants and, thereafter, a Partner at Deloitte (Financial Institutions Services Team). She is, among others, a Non-executive Director and member of the Audit committees of Aspen Pharmacare Holdings Limited and Implats Limited, and previously served as a Non-executive Director of Barloworld. She brings considerable financial and commercial experience to the Board. Babalwa is the founding Chairperson of the African Women Chartered Accountants (AWCA) and serves as a Chairperson of the Council for the University of Cape Town.

Lerato Molefe (45) Juris Doctor (Harvard) Social and ethics committee Chair Appointed: 21 October 2016

Lerato is the founding director of Naaya - an Africa-focused advisory and investment business based in Johannesburg. Most recently, she was the director of strategic investments at a fast-growing global fintech company, having begun her career practicing mergers and acquisitions law at Shearman & Sterling LLP in New York and Paris, and later at Bowmans in Johannesburg. Lerato holds a juris doctor degree from Harvard Law School, and is studying towards her executive MBA degree with Saïd Business School at Oxford University.

Zolani Kgosietsile ("Kgosie") Matthews (64) BA (Hons) Appointed: 3 July 2020

Kgosie is currently a Non-executive Director of Zarclear Holdings Limited, and Chairperson of the Ports Regulator of South Africa. He previously served as a Non-executive Director of the South African Post Office and was a member of their Audit and risk committee. He was also previously involved as a trustee of the South African Post Office Retirement Fund, Chairman of the Postbank Committee of the Post Office Board, Executive Chairperson of Imvula Group in Johannesburg, MD of Fordworks and Associates in New York, senior manager at Armscor in Pretoria, Vice Chairperson at Washington Strategic Consulting Group Inc. in Washington DC, as well as the Director of state and local government affairs at America Express in New York. In September 2020, he was appointed by Parliament as a full-time Councillor for the Independent Communications Authority of South Africa (ICASA) for a four-year term.

DIRECTORS

Independent Non-Independent Executive

Roles and responsibilities

Audit and risk committee

9

  • Remuneration and nomination committee
  • Social and ethics committee
  • Refer to the website for executive management team.

RISK MANAGEMENT AND OUR TOP OF MIND ISSUES

The board undertakes responsibility for the process of risk management in the group and is further responsible for setting the tone for risk management by providing discipline and structure. It has delegated this function to the ARC. However, each committee of the board manages the group's risks for its areas of responsibility.

enX made use of the assistance of BDO with regards to formulating our risk management framework, initial identification and assessment of risks at strategic, business, and operational levels. This process is now maintained in-house.

The table provides a summary of the roles and responsibilities of each of the key stakeholders in the enX group risk management process:

RISK MANAGEMENT FRAMEWORK

Responsibilities
Board •The board is responsible for the governance of risk and sets the tone for risk management byproviding discipline and structure;•The board approves the ERM Framework which clearly defines enX's risk managementphilosophy and encourages a risk management culture within the group to ensure that the ERMFramework is integrated and embedded into normal business processes and activities;•Overriding control and mitigation of risks;•Approving risk appetite and ensuring alignment with strategy;•Annual evaluation of adequacy and effectiveness of internal control systems and processes; and•Setting risk tolerance and appetite.
Audit and risk committee •The ARC has implemented the ERM Framework for a systematic, disciplined approach toevaluate and improve the effectiveness of risk management, control, and governance processeswithin the company;•Overseeing the risk management programme and reporting thereon to the board;•Ensuring adequate internal controls;•Formal risk assessments; and•Monitoring implementation of internal control systems.
CEO and CFO •The group's CEO and CFO drive the culture of risk management and sign off on annualrisk attestation.
Senior Management •Continuously improves the group's risk management policy, strategy and supporting framework;•Ensure that employees in their business units comply with the risk management policy; and•Fosters a culture where risks can be identified and addressed.
Employees, contractors and agents •Comply with the group's risk management policies and control procedures, including being alertto and willing to report instances of non-compliance and unethical behaviour; and•Make recommendations, based on their practical experiences, on what measures can beimplemented to manage and/or mitigate risks within the group.

RISK MANAGEMENT PROCESS AND CONTROL FRAMEWORK

Risks are managed using policies, standards and procedures and practices as well as internal controls. The process of risk management is to systematically apply management policies, procedures, and practices to the following risk activities:

  • Risk appetite and tolerance;
  • Risk classification;
  • Communication and consultation;
  • Risk assessment;
  • Risk response; and
  • Monitoring and review.

The assurance framework promotes accountability and consistency. It supports a coordinated approach to risk management throughout the group and provides assurance that risks are being effectively managed.

  • First line of defence (management) responsible for the identification and management of risks, in line with agreed policies, risk appetite, tolerance levels and controls at an operational level;
  • Second line of defence (risk management, compliance, legal quality control functions) responsible for the oversight and monitoring of different risks and provides the first line of defence with the appropriate tools to effectively manage identified risks; and
  • Third line of defence (internal audit, external audit, independent assurance providers) provides independent oversight and assurance to the board and senior management on the adequacy and effectiveness of controls implemented.

All three lines of defence report to the board directly, or through the ARC and/or SEC.

Material priorities are those factors most likely to influence the conclusions of our stakeholders when assessing our ability to create value over time.

After completing risk identification, analysis and evaluation, the most appropriate response options are determined. These are then evaluated in relation to enX's risk appetite, the cost versus benefit of potential risk responses, and the degree to which a response will reduce the impact and/or likelihood of a risk materialising.

enX determines if a factor is material by considering its potential to impact strategy, performance, and prospects in the short-, mediumand long-term, and ultimately our ability to create, sustain and limit the erosion of value.

Within the context of the uncontrollable factors in our operations, our material priorities are those factors we can to some extent control. We considered our strategy, the views and concerns of management and the board, key stakeholder groups, including customers, investors, lenders, OEMs, and staff.

Following these workshops, top of mind issues were identified at both a group and segmental level, as were the control strategies to mitigate them.

OUR INTEGRATED RISK MODEL

A risk is defined as the impact of uncertainty on objectives. An uncertainty can materialise in an opportunity or an adverse hazard. The risk management process that ensures a proactive, systematic, and structured response to uncertain events is incorporated throughout our business operations and operating cycles.

Our embedded integrated risk model identifies and assesses existing and emerging risks. Our processes aim to understand these risks and how they affect all our objectives, whether they be strategic, operational, reporting, or compliance.

To achieve this, the model establishes the potential impact and likelihood of the risks and identifies actions. Any risk taken is considered within board-approved risk appetite and tolerance levels which are reviewed and, where necessary, updated quarterly. Management monitors emerging risks on an ongoing basis until they are formally assessed and incorporated into our risk profile. Risks are classified as emerging when their extent, nature and timing are uncertain.

Effective risk management is dependent on the integrity and experience of management. Our ethics and values govern our approach to the governance and management of risks and require that we are honest, transparent and communicate the level of exposure we take in the pursuit of value creation and preservation.

Risk description Mitigating actions and opportunities
Failure to grow the businessdue to prolonged sluggish ornegative economic growth,market volatility and not beingable to differentiate with scale •Enhance efficiencies to maintain margin•Right-sizing of business units•Regular review, analysis and reporting on margins and focussed balance sheet managementwith strong cash flow management•Proactively managing debt maturity profile•Dedicated funding in each borrowing unit where appropriate with more focussedtreasury management•Stringent hedging policies in place•Continuous assessment of allocation of capital into a diversified portfolio of businesses•Improved credit granting process and debtors management•Focus on new opportunities•Continue to provide service excellence•Active management of currency volatility through hedging with overarching policy andgovernance structures
SUCCESSES Revenue from continuing operations R4.335 billion (2020: R3.867 billion), up 12%.Good cash flow from stringent working capital management resulted in cash generated beforefinancing activity of R1.003 billion (2020: R224 million).Most businesses operating at pre pandemic levels.

RISK MANAGEMENT AND OUR TOP OF MIND ISSUES (continued)

Risk description Mitigating actions and opportunities
Underperformance on earningsand returns to shareholders •Board and committee oversight•Constant financial management oversight and reporting (budgeting, cash flow management)•Enhance efficiencies to maintain margin•Rightsizing and restructuring of business units
SUCCESSES Strong recovery in profitability for the year ended 31 August 2021, compared to prior year,despite the continued impact of COVID-19 related restrictions and unrest that hamperedoperations in July 2021HEPS from continuing operations of 91 cps (2020: loss of 23 cps)Net asset value per share of R14.47 (2020: R13.61)
Insufficient capital (debt andequity perspective), not beingable to manage the leverage,liquidity and refinance risk andreduce the high cost of capital •De-gear the business by improved cash flow management•Constant financial management oversight and reporting (budgeting, cash flow management)•Active engagement with funders•Maintaining funding framework•Continuous stakeholder engagement•Effective board and committee oversight•Proactively managing debt maturity profile•Separate funding sources for each business with more focussed treasury management•Continuous assessment of allocation of capital into diversified portfolio•Strong cash flow management
SUCCESSES New funding arrangements signed with bank lenders during December 2020, whereby bothEIE SA and Eqstra businesses raised their own independent ring-fenced funding facilities.The proceeds were used to repay all existing bank borrowings and all debt capital marketinstruments were redeemed. The refinance resulted in a significant extension of maturities forEIE SA and Eqstra with the first maturity at Eqstra occurring in December 2022Total funding facility of R4.635 billion, utilised R2.879 billion allowing sufficient headroomfor growthenX financial position, including EIE SA, improved significantly with net debt equity of 109%(August 2020: 208%). Net finance cost from continuing operations reduced by 23%Dispose of UK operations receiving £31.4 million, net of costs
Inadequate succession planningand talent management •Strategy alignment•Remuneration strategy for executives•Co-ordinated transformation policies and programmes focussed on development, promotion,and recruitment of employment equity candidates•Succession planning at all levels•Training and development programmes including our training academy•Providing support
SUCCESSES Upskilling of staff, spending R29.8 million on training, ensuring a pipeline of middle and juniormanagers to improve succession planningRevised senior management incentive scheme in progress
Non-compliance to laws andregulatory requirements •Understanding and managing the legal universe in which we operate•Confirmation of current legislation has been included into processes and procedures•Monitoring the legal environment for any material changes to the current landscape•Constant reviews, training and roll out of compliance programmes
SUCCESSES 98% of all staff received training regarding POPIA, change management implemented andbeing monitored, enhance security regarding personal data, customer and supplier responsesbeing collated
Not achieving transformationaltargets •Continual monitoring of B-BBEE scorecard and targets•Initiatives in place to meet employment equity targets and skills development•Keeping abreast of potential code changes and planning accordingly
SUCCESSES Achieved a level 3 B-BBEE contribution rating in November 2020, with the new verificationin progress
ABOUT
THIS REPORT

OUR GROUP

OUR PERFORMANCE

Risk description Mitigating actions and opportunities
Impact of disruptivetechnologies includingincreased cyber-securityrequirements •Implementation of new and improved technologies to improve efficiencies•Monitoring innovative changes in the market•Strategy alignment reviews to ensure appropriate IT strategies•Business Continuity and Disaster Recovery Plans are in place•Awareness training•Appropriate network security•Implementation of effective endpoint security•Cyber strategy•Continued implementation of additional controls arising from penetration tests•Committee oversight of material IT projects•Data security and protection of personal information•Hybrid work conditions enabling employees to securely and effectively work from home
SUCCESSES Recovering from the pandemic the IT teams were quick to fast track key projects within thebusiness to re-align with business requirements. Major focus and investment have gone into:– Ensuring compliance by implementing the necessary POPIA measures– Delivering on technology refresh programmes to support the digital transformation journey– Migrating acquired business systems into consolidate platforms– Enhancing the sales processes by streamlining the process to work for the sales teams– Modernisation of ERP systems within the group– Building analytical capability for better insights into business data for efficientdecision making
Not appropriately managingreputational risks •Implementation of operating protocols to protect our stakeholders against the spread ofCOVID-19 in the places we operate•Strict adherence to protocols•Position the group with high levels of professionalism and values•Manage the impacts of rightsizing our operations•Ensure all stakeholders are treated fairly and in line with our values•Safety audits
SUCCESSES Appropriate health and safety protocols in place to ensure safe working conditions for staff,especially during increased COVID-19 related infection periodsPro-active approach against favoritism, discrimination and breach of Ethics code of conduct
Impact of a loss of keyinternational brands anddependence on specific brands •Effective relationship management with OEMs and meeting realistic performance targets•High focus on training of staff and customers to ensure appropriate product useand application•Long-term contracts secured•Customer relationship management to counter risk of brand changes•Focussed service delivery•Constant monitoring of brand reputation•Maintaining key accreditations and safety protocols
SUCCESSES No major brands were lost during the yearAG Lubricants renewed its distribution and blending agreements with both ExxonMobil andQuaker Houghton for the next five years which strengthens the sustainability of the companyWAG successfully entered into distribution agreements with Synthos and Corrie MacColl
Not managing stakeholder andstaff expectations •Executive interventions•Strategy alignment•Remuneration strategy for executives•Identified key stakeholders, rated relationships, and identified areas that require improvement
SUCCESSES The impact of COVID-19 on our economy heightened job security fears, the group howeverreported a stable workforce in 2021The group successfully disposed of its UK operations, Impact Handling (UK) and receivedproceeds of £31.4 million, net of costsThe group showed a marked increase in profitability during the year with profit after taxationof continuing of R165.5 million to a profit (R320.2 million)A binding Heads of Agreement was entered into to dispose of the group's investment in EIE SA.This transaction is subject to shareholder and regulatory approvals

OUR PERFORMANCE

03

Chief Executive's and Chairperson's report 15
Chief Financial Officer's report 16
Segmental performance at a glance 19
Segmental and business unit reviews 20
Five-year review 30

CHIEF EXECUTIVE'S AND CHAIRPERSON'S REPORT

enX and South Africa have had some defining headwinds to deal with both socially and economically during the current financial year. We continued to be impacted by COVID-19 related lockdowns and a turbulent political situation during July 2021 with widespread rioting, looting and vandalism.

Not unlike many businesses in South Africa, management, employees, customers and suppliers started to become more familiar with hybrid working conditions and we saw a very pleasing recovery financially.

We are pleased to report some traction on our strategic decisions to de-gear our business and strengthen our financial position.

  • On 14 June 2021 we successfully disposed of Impact Handling (UK) at a transaction value of £33 million. enX received £31.4 million cash, net of costs, before 31 August 2021.
  • Separate bank refinancing of EIE SA and Eqstra with reduced cost of funding significantly improved our maturity profile and liquidity. Repaid previous bank borrowings and redeemed debt market instruments in December 2020. The cash from the sale of Impact Handling (UK) will further reduce gearing and improve cost of funding.
  • Entered into negotiations to dispose of EIE SA at an aggregated consideration of R700 million, subject to leakage, shareholder approval and other terms.

The group continued to focus on a decentralised management structure and streamline operations while effectively managing risks around COVID-19, transformation, and ongoing sustainability of our operations. Our "back-to-basic" strategy bodes well as we saw a renewed focus on customer services, the well-being of our employees and focus on driving our value chain.

more on page 10 to 13, Risk management and top of mind issues.

Technology across the group was enhanced to drive efficiencies, support customer engagement, and ensure higher degree of data privacy and protection.

As the South African economy is expected to recover slowly amongst various challenges facing the country, so do we anticipate our trading environment to continue to recover. We anticipate the global supply chain to normalise, reducing inventories shortages across the group.

Our diversified customer base with annuity income provides a stable income stream with some growth expected as the economy recovers.

As a board we are especially proud of our cash generation during the year. Cash flows before financing operations were R1.003 billion compared to R224 million in the prior year resulting from good debt collections and inventories management.

We are thankful for the support of our shareholders, suppliers, customers, distributors, employees, and their families, who have continued to support us with optimism and encouragement.

Andrew Hannington Paul Baloyi Chief Executive Officer Chairperson

22 November 2021

enX INTEGRATED REPORT 2021

CHIEF FINANCIAL OFFICER'S REPORT

FINANCIAL RESULTS

Overview

enX recorded a strong recovery in profitability for the year ended 31 August 2021 compared to the prior year, despite the continued impact of COVID-19 related restrictions and unrest that hampered operations in July 2021.

enX's financial position, including EIE SA, improved significantly with net debt to equity of 109% (August 2020: 208%), supported by the receipt of the net proceeds of R609 million from the sale of Impact Handling (UK) and overall reduction in debt.

The group experienced strong free cash flow resulting in an inflow of cash before financing of R1.003 billion (2020: R224 million) with improved cash flows from operating activities supported by good working capital management and receipt of the proceeds from the sale of Impact Handling (UK).

Revenue from continuing operations increased by 12% to R4.335 billion (2020: R3.867 billion), mainly supported by a recovery in activity across most businesses as the COVID-19 related lockdown restrictions eased, albeit shortages of product in some trading entities.

Operating profit from continuing operations before impairments of goodwill, intangible assets and PPE and adjustments on deferred vendor loan was R341.6 million (2020: R110.4 million), up significantly, positively impacted by a recovery in activity as COVID-19 related restrictions eased together with the non-reoccurrence of one-off expenditure in 2020 stemming from the pandemic. Due to the Board's decision to divest of its equity ownership in Eqstra to Bidvest during the 2019 financial year, Eqstra was required to be recorded as an asset held for sale as at the end of August 2019. As required by IFRS 5, enX was required to cease depreciation and amortisation and assess the carrying value of the assets held for sale in terms of the transaction value. Consequently, depreciation and amortisation of R65.9 million (after tax: R47.4 million) from 15 July 2019 to 31 August 2019, which related to the 2019 financial year was reinstated during the second half of the 2020 financial year end when the Eqstra discontinued operation was reclassified to a continuing operation when the transaction did not become effective. Operating profit from continuing operations before impairments of goodwill, intangible assets and PPE and adjustments on deferred vendor loans was up 94% year-on-year after adjusting for the above-mentioned impact of the catch-up depreciation.

Operating profit from continuing operations before net finance costs was R339.9 million (2020: loss of R238.4 million), impacted by the impairment of goodwill of R182 million and intangible assets of R137 million (after tax R98 million) and fair value adjustments on a deferred vendor consideration relating to the acquisition of 37% of Zestcor amounting to R31 million in the prior year.

Net finance charges in respect of continuing operations were R151.8 million (2020: R196.0 million), a reduction of 23% from reduced borrowings at lower funding rates.

Headline earnings per share from continuing operations for the year ended 31 August 2021 was 91 cents per share (2020: loss of 23 cents per share), up significantly.

OPERATIONS REVIEW

Read more in segmental reports – see pages 20 to 29.

enX Fleet

Eqstra revenue for the year ended 31 August 2021 decreased to R1.769 billion (2020: R1.860 billion), a decrease of 5%. While vehicle rental units at the end of August 2021 were 3% up on the prior year with the easing of COVID-19 related restrictions, used vehicle units were down on last year due to lower average replacement business. Margins from the sale of used vehicles were, however, significantly higher than expected. Eqstra profit before tax on a like for like basis was R108 million (2020: R16 million), a significant increase mainly due to the growth in the rental fleet and non-reoccurrence of one-off charges in 2020 relating to the pandemic. Profitability was negatively impacted in the 2021 year by R4.5 million of unamortised bank structuring fees from the previous bank financing arrangements, which were fully written off following the refinancing of Eqstra.

enX Petrochemicals

AG Lubricant's revenue increased to R908 million (2020: R778 million), an increase of 17% mainly due to higher volumes coupled by a significant increase in the price of base oils. Including share of profits from Zestcor, profit before tax was R68 million (2020: R31 million), significantly up on last year due to higher volumes, a more profitable mix of product and lower manufacturing overheads compared to the same period last year.

WAG's revenue increased to R1.259 billion (2020: R896 million), up 41% on the prior year. Profit before tax was R43 million (2020: R32 million) supported by higher demand from mining, industrial and packaging manufacturing customers, new business growth coupled with lower overhead.

enX Equipment

New Way Power continued to be impacted by a challenging construction industry environment amidst more stable supply of power from Eskom and a continued complete shutdown of the events industry caused by the pandemic, which uses short-term rental of generators. Revenue for the year ended 31 August 2021 was R319 million (2020: R276 million), up 16% partially due to the completion of a power solution for a large data centre installation, but with margin pressures arising from a price sensitive market. Loss before tax was R37 million (2020: loss of R31 million). The business unit added renewable solutions to its revenue stream during July 2021. Significant improvements in the management of working capital during the financial year were realised.

Austro showed recovery. Revenue for the year ended 31 August 2021 was R124 million (2020: R107 million), up 16%. Profit before tax was R2 million (2020: loss of R20 million), a significant improvement compared to the prior year supported by the easing of COVID-19 related restrictions and cost reductions. Good cash flows were generated during the year through enhanced working capital management.

Discontinued operations

Impact Handing UK

During November 2020, the Board decided to proceed with the divestment of one of the enX businesses.

Shareholders are referred to the SENS announcement dated 15 April 2021 announcing the disposal of Impact Handling (UK). As detailed in the SENS announcement, enX Leasing Investments, a wholly owned subsidiary of enX, had entered into a Share Purchase Agreement (SPA) with Aprolis Holding SAS (the purchaser), a subsidiary of Monnoyeur SAS, for the disposal of 100% of the issued share capital of Impact Handling (UK). The disposal represented an attractive opportunity to monetarise its investment at a valuation that the Board believed fairly reflected the prospects and cash flows of the business and at a higher value that was incorporated in the enX share price. Shareholder approval was obtained in a General Meeting on 1 June 2021 as required in terms of a category 1 transaction in terms of the JSE Listings Requirements. The disposal became effective on 14 June 2021 at a transaction value of £33 million, being the maximum purchase price as agreed in the SPA. Total proceeds net of UK based transaction fees and management exit bonuses was £31.4 million, which was received in two tranches before 31 August 2021.

In line with IFRS 5, Impact Handling (UK) was reported as an asset held for sale and discontinued operation from 1 February 2021, the date that the conditions were met to be classified as an asset held for sale. The profit on disposal of the discontinued operation of R32.8 million has been reflected.

Impact Handling (UK) revenue and profit after tax, including profit on disposal, for the period 1 September 2020 to 14 June 2021, the date of disposal was R1.231 billion and R170.6 million respectively. Depreciation and amortisation that ceased as a result of Impact Handling (UK) being classified as a held for sale asset from 1 February 2021 until the effective date of the transaction on 14 June 2021 amounted to R113 million (after tax: R91 million).

EIE SA

Shareholders are also referred to the SENS announcement dated 30 September 2021 announcing the disposal of EIE SA to CFAO Holdings South Africa ("CFAO South Africa"), subject to shareholder approval. Binding Heads of Terms have been signed by enX and CFAO South Africa, whereby enX will dispose of its equity ownership in EIE SA for R700 million, subject to typical leakage adjustments between 31 December 2020 and closure of the transaction.

EIE SA was designated as an asset held for sale with effect from 31 August 2021. In terms of IFRS 5, enX was required to assess the carrying value of the asset held for sale in terms of the transaction value. This resulted in enX impairing the held for sale asset by R108 million.

South African forklift market recovered with total units based on purchases made from the OEMs for the year ended 31 August 2021 increasing significantly compared to the prior year. EIE SA revenue for the year ended 31 August 2021 was R2.111 billion (2020: R1.890 billion), up 12%. Aftermarket revenue and pre-owned unit sales remained strong, but the new equipment market remained under pressure with higher-than-normal new equipment sales going into the rental fleet rather than a cash sale. Operating margins were in line with last year. With the non-reoccurrence of one-off charges within EIE SA in 2020 stemming from the pandemic and lower depreciation charges on the fleet, profit before tax increased to R84 million (2020: R5 million). Profit before tax was negatively impacted by R4.5 million of unamortised bank structuring fees from the previous bank financing arrangements, which was written off in full following the refinancing of EIE SA in December 2020.

FUNDING

The group's total net interest-bearing liabilities (including disposal group held for sale net interest-bearing liabilities) decreased to R2.909 billion (2020: R5.197 billion), primarily due to the disposal of Impact Handling (UK).

EIE SA and Eqstra

New funding arrangements with bank lenders concluded during December 2020, whereby both EIE SA and Eqstra businesses raised their own independent ring-fenced funding facilities. The proceeds were used to repay all existing bank borrowings and all debt capital market instruments were redeemed. The refinance resulted in a significant extension of maturities for EIE SA and Eqstra with the first maturity at Eqstra occuring in December 2022. Furthermore, there are material undrawn facilities for both businesses to meet existing requirements and fund growth. Negotiations are underway with the lenders to Eqstra to reduce Eqstra's cost of funding and extend maturities by applying a portion of the proceeds from the sale of Impact Handling (UK) to reduce debt.

enX Trading

The South African trading businesses continued to retain their own dedicated banking facilities. The composition of the facilities evolved during December 2020 with the term loan being fully repaid, while the limit on our revolving credit facility was reduced by R30 million to R45 million. The general banking facility of R150 million, together with the indirect facility of R80 million remains. The maturity of the revolving credit facility of R45 million was extended to 31 August 2022. During 2021, an additional R50 million facility was raised in respect of WAG Chemicals, to finance growth in this operation. We believe these facilities provide adequate liquidity for these businesses to trade and grow.

LIQUIDITY

Liquidity in all our businesses remains robust with well managed working capital. All financial covenants for the measurement periods covered by this report have been met.

CHIEF FINANCIAL OFFICER'S REPORT (continued)

CASH FLOW

Net cash flows before financing activities amounted to an inflow of R1.003 billion (2020: R224.0 million). Included in working capital inflows of R749.7 million (2020: R610.3 million) is the reclassification of leasing assets into inventories amounting to R539.9 million (2020: R595.1 million).

FOREIGN CURRENCY RISK

The group has material foreign currency exposure as it imports a large amount of product components as well as finished product. In line with policy, current exposures are hedged and whenever commercially possible, the resulting increase in input costs are adjusted for in margins.

INTERNAL CONTROLS AND RISK MANAGEMENT

Continuous monitoring and improvement of the control environment is reported on and assessed. The group's system of internal controls over financial reporting have been assessed as effective.

SUBSEQUENT EVENT

There have been no material subsequent events that have been taken into account in the financial statements.

OUTLOOK

The South African economy is expected to recover slowly amongst various challenges facing the country which include the pace of the COVID-19 vaccination programme, the damages arising to the country from the recent unrest and the possible impacts of future COVID-19 infection waves. Trading activities continue to recover, exceeding pre-COVID-19 levels of activity within most of the businesses.

The sale of Impact Handling (UK) has reduced debt while the proceeds arising from the sale are unencumbered and held at a group level. As mentioned earlier, negotiations are underway with the Eqstra lending syndicate to reduce gearing, extend maturities and obtain better cost of financing through the injection of a portion of these funds into Eqstra.

The proceeds from the sale of Impact Handling (UK) have reduced net debt and further strengthened the balance sheet. Negotiations are underway with the Eqstra bankers to reduce gearing and obtain better cost of financing.

New equipment sales are expected to improve slowly notwithstanding the tendency of customers to either acquire used equipment or to rent. New equipment sales will remain under pressure, while used equipment and the aftermarket component should remain strong.

Within Eqstra, the diversified customer base with annuity revenue and in use fleet provides a stable revenue stream. Some growth is expected as the economy recovers and replacement business, which has been interrupted by the impacts of the pandemic, continues. The impact of lower funding rates passed onto the customers, continues to impact the business. The impact of lower cost of financing reducing gearing from the proceeds from the sale of Impact Handing (UK), should improve profitability.

Trading within AG Lubricants and WAG businesses is buoyant, subject to global supply chain concerns negatively impacted by COVID-19 related restrictions and the resultant shortages of raw materials.

Trading within New Way Power and Austro remains challenging with both businesses operating in difficult markets.

Robert Lumb Chief Financial Officer

22 November 2021

OUR PERFORMANCE

OUR ACCOUNTABILITY

SEGMENTAL PERFORMANCE AT A GLANCE

19

SEGMENTAL AND BUSINESS UNIT REVIEWS

enX FLEET

Eqstra Fleet Management and Logistics (Eqstra) is a leading integrated fleet management solutions provider in selected sub-Saharan African geographies. The company takes residual value and maintenance risk for its leasing customers, while adding value through the development of bespoke fleet solutions.

Eqstra

Eqstra provides a full spectrum of fleet management solutions for passenger and commercial fleets in South Africa and sub-Saharan Africa. Our footprint spans across four countries through 15 locations.

Incorporated within the product portfolio are Data and Mobility solutions, providing enhanced analytics reporting, route optimisation and real time exception reporting for our corporate customer base.

KEY PERFORMANCE MEASURES

Measure FY2021 FY2020
Revenue (R'000) 1 768 842 1 859 651
EBIT (R'000)# 249 862 147 898
Net finance costs (R'000) (125 565) (177 122)
PBT/ LBT (R'000)# 124 297 (29 224)
Adjusted PBT (R'000)* 124 297 32 836
PBT margin (%) 7.0 1.8
Number of employees 422 379
Total liabilities (R'000) 2 267 571 2 382 940
Leasing assets (R'000) 2 769 280 2 731 600
Total assets (R'000) 3 255 128 3 116 518

* In terms of IFRS 5, enX was required to cease depreciation and amortisation on assets held for sale. The PBT of Eqstra has been adjusted considering the business unit depreciation of R62 million (pre-tax) from 15 July to 31 August 2019 that was processed in the 2020 financial year, that related to 2020 showing profitability on a ''like for like'' basis.

Excludes intergroup management fees.

PERFORMANCE OVERVIEW OF EQSTRA

The quality of Eqstra's customer profile coupled with the annuity nature of the business model once again demonstrated the businesses resilience to deliver acceptable results, notwithstanding the challenging macro environment.

The extremely buoyant used vehicle market, contributed positively to Revenue with an average gross profit margin of 22% on vehicles sales being achieved. Revenues from core leasing and fleet management activities remained stable despite the reduction in interest rates and contained growth because of market uncertainty due to COVID-19.

The leasing book units grew marginally by 3%, with significant growth in lease related value-added products of 28%. Profit before taxation improved significantly on the back of an extremely difficult 2020. The COVID-19 induced lockdown restrictions significantly curtailed business activity during the latter part of 2020. Profitability is approximately 70% of pre-Covid levels and we are encouraged that this upward trend will continue to recover.

Eqstra successfully refinanced its senior debt facilities in December 2020. This is the first time since unbundling from Imperial in 2007 (14 years) that Eqstra has its own dedicated funding facility. The context under which the facility was arranged was extremely challenging, however all the bank lenders were immensely supportive ensuring the refinancing was timeously completed. Ultimately, the facility has created more than R450 million headroom for growth and time for Eqstra to improve its credit profile.

It also places enX Group in a solid position to unlock value through the incremental improvement in credit metrices through operations performance and to monetise assets without undue financial or time pressures on the business. The financial results for FY21 showed pleasing covenant levels with substantial headroom.

We continue to apply stringent credit assessment granting criteria to ensure the quality of the debtors remains optimal. Notwithstanding the improvement in the used vehicle market, we have made no material changes to our residual value policies. Our maintenance reserves remain healthy and have been independently assessed by external actuaries' that concur with the business methodologies employed. Working capital remains in the desired net negative position, with 96% of the debtor profile being within credit payment terms.

During this year, we have been extremely cognisant of the well-being of our employees. Constant business communications, information relating to COVID-19, at home ergonomic and health tips have been shared to make the working from home experience as easy and seamless as possible. Most of our training initiatives have revolved around technology using Microsoft teams training, virtual sales, and presentation skills and emphasis on virtual team building and support.

Customer retention remained a core focus. Covid-19 changed the market expectations and the way we engaged with our customers. The sales cycle shifted entirely to a digital experience. Using our core technology platform, we were able to quickly adapt to the market changes and challenges

The requirements for digital solutions scaled up the priority schedule. Making use of mobility solutions through our customer portal created opportunities for cost savings and assisted in improving our value proposition by delivering tangible value in fleet insights to customers.

We continue to invest in technological solutions to enhance our product offering to both our traditional fleet customers as well as the ability to create a SaaS solution for alternative companies whether competing in our market or extending the solution to alternative markets in the insurance sector or within our very own group.

We invested in a data solutions tool to support fleet productivity and optimisation offerings for customers. Ultimately it is part of our strategic direction to create another revenue stream for Eqstra. This solution stands to bring the collaboration of the telematics foundation closer to the customer and the movement of vehicles to and from specific locations, creating both savings opportunities for customers in utilisation, but at the same time delivering efficiencies in fleet routing and optimisation.

Read more on page 50 to 56 – see Fleet's sustainability performance.

Outlook

We are optimistic that the business has a solid foundation positioned for growth. It is expected that the size of traditional fleet will remain stable, if not contract slightly, in FY22. The shortage of new vehicles both in the global and local markets will have a short-term impact on leasing growth, however it could result in our short-term vehicle offering gaining momentum coupled with the opportunity to extend existing contracts and managed services.

While lockdown restrictions continue to drive consumers into digital purchasing behaviours, there will be an increase in the requirements for distribution networks and vehicles to support the e-commerce sector. Our products and national footprint bode well to support these customers.

We will continue to adapt, reinvent and enhance our current offerings to support a low touch environment and anticipate new needs stemming from customers' reduced fleet footprints.

Jacqui Carr Chief Executive Officer, Eqstra

SEGMENTAL AND BUSINESS UNIT REVIEWS (continued) enX PETROCHEMICALS

As a collective Petrochemicals segment, we aim to procure, produce, store, distribute, sell, and market quality lubricants and chemical products that meet or exceed the expectations of our customers, within a safe and reliable operation. enX Petrochemicals serves all areas of the economy, including mining, packaging, fleet, construction, agriculture, and steel, among others. enX Petrochemicals is comprised of two businesses, namely AG Lubricants together with West African Group ("WAG") and WAG Chemicals.

West African Group

WAG is a chemicals distribution business that distributes, both directly and indirectly, a range of virgin polymers, specialised Biaxially Oriented Polypropylene (BOPP) films, synthetic rubber, natural rubber, fillers, engineered carbons, rubber chemicals, specialty chemicals, desiccants and dunnage bags into the southern African market via its extensive warehouse and logistics network. Core products are polyethylene, synthetic rubber, natural rubber and specialised rubber chemicals tailor-made for the rubber and plastic polymer converting industry. WAG is the sole distributor of ExxonMobil Polyethylene in South Africa. It is also one of the biggest importers and distributors of natural rubber, synthetic rubber and rubber chemicals used in the mechanical rubber goods industry.

AG Lubricants

AG Lubricants produces, markets and sells oil lubricants and greases in South Africa and sub-Saharan Africa. They are the sole distributors of ExxonMobil lubricants (excluding marine and aviation) and Quaker Houghton International's Advanced Fluid Solutions and Service.

AG Lubricants is a producer and marketer of Caterpillar (CAT) Lubricants, which are distributed to the entire SADC region.

As the authorised distributor of ExxonMobil automotive commercial and industrial lubricants in South Africa, AG Lubricants caters to the Passenger, Commercial, Industrial (PCI) sector as a fully integrated producer and marketer of lubricants in sub-Saharan Africa. Our blending plant has the capacity to produce up to 37 million litres of lubricants per year on a single shift which allows us to be a Toll manufacturer for other independent lubricant producers.

KEY PERFORMANCE MEASURES*

Measure FY2021 FY2020
Revenue (R'000) 2 167 438 1 674 032
EBIT (R'000)Net finance costs (R'000) 99 277(20 104) 76 490(23 510)
PBT (R'000) 112 109 64 691
Number of employeesTotal assets (R'000) 1681 441 564 1351 055 791
Inventories 530 080 436 347
Total liabilities (R'000) 1 042 476 734 154

*The results include profit from associate and excludes intergroup management fees.

PERFORMANCE OVERVIEW OF WAG

WAG closed out the challenging 2021 year with a stellar result of R43.2 million profit before tax (2020: R34 million), supported by higher demand from mining, industrial and packaging manufacturing customers, new business growth with lower overhead. This strong performance is testament to the experienced management team and the company's investment in the fundamentals of the WAG business to ensure its sustainability, which was put to the test this year.

Considering the market challenges that continued this year from lockdown restrictions, the proven business model was key to responding to sudden market changes. By design, the cost base in WAG can be scaled up or down with relative ease, as fixed overheads are limited with both transport and storage costs variable depending on use. A strong focus on working capital, cashflow and expenses remained central in the finance strategy this year.

WAG achieved revenue of R1.259 billion (2020: R896 million), showing a strong re-bound from prior year with growth of 41% The industrialised rubber market has shown good growth on the back of the mining industry with. packaging activity showing good volume growth in this sector.

The business continued to have success in natural and synthetic rubber and rubber chemicals, without increasing overhead costs. The company's strong market position in the synthetic rubber sector has grown from strength to strength to market leader in FY21. Following a strategic positioning exercise in 2019, WAG has a national footprint of warehouses, branches, and sales representatives across Southern Africa.

We have continued to invest in relationships with world leading principals, such as ExxonMobil, Corrie MacColl, Synthos, Videolar-Innova,and Vizara Plantations. We successfully took over the sales and distribution of Si Group's range of phenolic resins and employed a manager to run the new portfolio. While there are ongoing economic challenges in SA and throughout the global supply chain, suppliers have expressed their confidence that WAG has access to their target markets in Southern Africa, and the company's efficient operating approach, customer service, and quality standard aligns with their expectations.

The continued use of technology and accelerated adoption of various information platforms has been encouraging across all levels of the company. From customer engagement to online learning, project management, staff communication and data analytics, the use of enabling technology is showing benefits. In response to new customer needs, an online portal for customers will be rolled out in FY22, allowing for real time order tracking and various customer engagement contact points.

At the start of FY21, we achieved an important transformation target as a Level 3 B-BBEE contributor.

Read more on page 50 to 56 – see WAG's sustainability performance.

Outlook

An important growth factor for FY22 will rest on our ability to continually bring new and diversified products to existing customers and keep service levels at an industry-setting standard. We set up a new product development team which has worked well in the lockdown period to identify opportunities to drive up volumes, while carefully managing the pressure points within the business. We look set to roll our further new product lines by mid-2022.

There are several risks beyond immediate control that could impact performance in the year ahead, not the least of which are continued impacts of COVID-19 related restrictions on suppliers, the global supply chain, and local markets together with the impact of the global economy and local events on currency exchange volatility. These are being monitored carefully, and where possible, contingency plans have been put in place.

Our commitment to our customers, suppliers, staff and shareholders remains a steadfast priority. We aim to continue delivering excellent products and service, within a framework of responsible financial and operational practices, to ensure the ongoing sustainability of the business and the wide range of stakeholders who depend on our collective success.

Brent Hean Chief Executive Officer, WAG

SEGMENTAL AND BUSINESS UNIT REVIEWS (continued)

enX PETROCHEMICALS (continued)

PERFORMANCE OVERVIEW AG LUBRICANTS

AG Lubricants, including our share of Zestcor's profits, posted a profit before tax of R68 million (2020: R31 million), with an increase in revenue of 17% against the prior year. This performance is the consequence of several strong financial and business disciplines implemented in the past two years that have assisted the company to navigate successfully through much of the disruption of 2020/21.

During the year we have continued to expand our product range with locally blended OEM products. We renewed our distribution and blending agreements with both ExxonMobil and Quaker Houghton for the next five years which strengthens the sustainability of the company. The group continues its investment in its base oil supply chain through 37% ownership of Zestcor.

The market has undoubtedly changed over the last twelve months with significant constraints on supply of raw materials due to the effects of the pandemic. Many suppliers issued force majeures during the year resulting in significantly reduced availability of products. Where imported additives and finished products were available, constrained resources in global shipping and distribution services extended lead times on deliveries, which still leaves the company with ongoing back orders. In addition to availability constraints, there have been massive price escalations in base oils and additives due to the shortage in supply, even when products have become available for procurement. This situation has put exceptional strain on supply chains trying to meet the industry demand, a situation we hope to see normalise in the first quarter of 2022.

The focus on improving efficiencies in the company has contributed to improved overall quality standards. We are in the process of implementing a warehouse management system which is due to be commissioned in the first quarter of 2022. This will aid the company to further improve our inventory control and product delivery efficiencies. Our laboratory is considered to have one of the highest levels of quality standards in SA and is on par with that of leading international OEM suppliers. We maintain our ISO 9001, Quality Management Systems and ISO 14001, Environmental Management Systems accreditations.

This year we completed the process of workforce reorganisation to improve workflow and efficiencies within the business. We have implemented a performance management system to identify development and training needs, and to aid in establishing succession plans within the organisation.

During very restrictive periods of lockdowns, when sales opportunities were limited, we amplified our focus on skills development as we leveraged the training and skills programme offered by ExxonMobil across AG Lubricants. As a global player, ExxonMobil is well equipped with digital learning and training platforms, which is extremely useful in obtaining world class best practice and knowledge-sharing for AG Lubricants employees.

We were pleased to achieve our target as a Level 3 B-BBEE contributor at the start of the new financial year, which will support future business development opportunities and drive the focus on transformation in the business.

Read more on page 50 to 56 – see AG Lubricant's sustainability performance.

Outlook

The safety of our employees and continued service to our customers remain paramount. We will continue to invest in skills, protective gear and supporting our people. We will keep an unwavering focus on the important disciplines in the business to ensure ongoing sustainability, both for AG Lubricants and however we can assist our customers. We are grateful for the ongoing support received from our customers and OEM suppliers. This is an important vote of confidence as we face the challenges ahead together.

Mark Kerwan

Chief Executive Officer, AG Lubricants

ABOUT OUR OUR OUR ACTING
THIS REPORT GROUP PERFORMANCE ACCOUNTABILITY SUSTAINABLY

enX EQUIPMENT

We aim to be the partner of choice in distribution, rental, value-added services and pre-owned equipment in the power and wood markets; offering a total solution, providing best-in-class brands and delivering optimal lifetime value for our customers.

This segment comprises two businesses, namely New Way Power and Austro.

New Way Power

New Way Power designs, manufactures and package power solutions to the manufacturing, construction, mining, engineering, IT, agricultural, retail, hospitality, and medical sectors. Associated services include project management, installation and aftersales, rental of temporary power, renewable energy (solar and storage), parts and maintenance, ensuring an end-to-end solution in all markets.

Austro

Austro supplies specialised and quality branded industrial equipment and related products, primarily for the woodworking and wood processing sectors, as well as the plastics, aluminium, and advanced materials sectors. Austro provides business solutions that cater to the needs of large manufacturers to small and medium enterprises (SMEs) in shopfitting, construction, and furniture manufacturing, among others. Austro continues to provide ancillary and supplementary services such as equipment maintenance, technical services, manufacturing and supply of specialised tooling and sharpening thereof.

KEY PERFORMANCE MEASURES

Measure FY2021 FY2020*
Revenue (R'000) 443 245 3 721 188
EBIT (R'000)# (28 506) 252 540
Net finance costs (R'000) (6 592) (222 373)
(LBT)/PBT (R'000 )# (35 098) 30 167
(LBT)/ PBT margin (%) (7.9) 0.8
Number of employees 256 1 754
Total liabilities (R'000) 122 094 4 491 506
Leasing assets (R'000) 508 3 351 653
Inventories (R'000) 116 865 1 158 887
Total assets (R'000) 311 877 5 864 824

* Impact Handling (UK) was disposed of during the current year and EIE SA is held for sale as at 31 August 2021 and therefore these businesses no longer form part of the Equipment segmental analysis in the current year. The comparative numbers in the segment have not been represented and still include Impact Handling (UK) and EIE SA.

The results exclude intergroup management fees.

SEGMENTAL AND BUSINESS UNIT REVIEWS (continued)

enX EQUIPMENT (continued)

PERFORMANCE OVERVIEW OF NEW WAY POWER

Despite the anticipated return of industry trading to normalised levels, prolonged Covid-19 related restrictions and further consecutive lockdowns saw New Way Power performing below expectations. The expected return of the events industry was particularly challenging from a supply chain perspective. Continuous delays experienced from international OEMs throughout the year resulted in delays in timeous supply of equipment. The extensive lead times on the equipment required for outright sales (PowerO2) and power solution packaging (New Way Power) lead to difficulty in converting proposals and also resulted in significant loss of sales orders.

From a revenue generation perspective and with the supply chain constraints in mind, business improved on sales by 16% when compared to prior year. Profitability however, remained problematic whilst the unprofitable legacy projects awarded in 2019 were completed and processed with a dramatically negative impact on gross profit.

New Way Power continues to supply products in leading international brands, and we have maintained our OEM relationships with John Deere, Mitsubishi, Grupel and Moteurs Baudouin.

Read more on page 50 to 56 – see New Way Power's sustainability performance.

Outlook

With the vast majority of legacy issues dealt with in the latter part of FY20 and throughout FY21, we remain optimistic that we are better positioned to harness new opportunities and focus on increasing profitability. We anticipate the return of stability within our supply chain and continue to manage and monitor cashflows whilst simultaneously aiming to achieve optimum levels of inventory mix.

As indicated toward the end of FY20, and with the increasing customer requirement for potential alternative power generation, New Way Power on-boarded a solar team (sales and technical). This additional revenue stream is expected to contribute to the anticipated turnaround in FY22.

We would like to thank the enX Group and our key suppliers for their ongoing support. We offer a note of special thanks to our customers and employees for their loyalty and commitment to New Way Power during this tumultuous trading period.

Dane Viljoen Chief Executive Officer, New Way Power

PERFORMANCE OVERVIEW OF AUSTRO

Austro is the leading premium woodworking equipment supplier and associated services provider in sub-Saharan Africa. The prior two trading years have been extremely difficult for Austro, driven primarily by SA's economic recession and resulting market contraction, and more recently the cessation in market activity during the lockdown periods resulting from COVID-19.

The FY21 has seen a successful turnaround based on the new strategic initiatives implemented where massive effort has been placed into driving the right cultural changes in the business. Results started to show with the company finally returning to profit in months where inventory was available. We achieved a better-than-expected financial performance making a profit, after being in a significant loss-making position for a number of financial years. This despite COVID-19 negatively impacting an already contracting market and the impact of the national lockdowns.

Revenues have improved compared to prior year by 16%. Continued focus has been placed on cost reduction enabling the financial performance to show a profit before tax is R2 million compared to a prior year loss before tax of R20 million, a significant achievement in the current economic climate.

The focus was on strengthening our liquidity position. Management drove working capital improvement, especially collections which resulted in a significant improvement in debtors days. The programmed roll out to decrease operational and capital costs resulted in a reduction in overall cost base. Key to the cash flow management has been the aggressive sale of old inventory as well as implementing the Austro giving back campaign to reduce prices for our customers which has resulted in improved sales. Austro is proud to report a turnaround given the challenges the industry is facing as well as the shortage of stock from overseas due to the impact of the pandemic.

This year Austro marked 40 years of operations, during which it has established itself as a reliable partner in Southern Africa for several premium OEM suppliers of major machinery and equipment suppliers such as Felder, Leitz, Weinig, Striebig, Kleiberit, Rayt, IPC Global, Norwood, Coral, Omal, Plasticband, Panotec, Kaban and Biesse the company's largest supplier and a key anchor for Austro's market position. Our OEM suppliers of equipment and tooling mentioned above are committed to Austro's growth and status as main distributor especially given Austro's status as South Africa's market leader over the decades. This is a strong vote of confidence for Austro's strategic turnaround and much improved performance.

Outlook

The continued impact of COVID-19, coupled with widespread rioting, looting and vandalism, both in KZN and Gauteng affected many of our customers. Austro has placed extra emphasis on our approach to shopfitting businesses as there will be an increase in demand for shops to be re-fitted post the destruction. The appetite for investment in machinery has been slow due to the uncertainties caused, not only by unrest but also the upcoming elections.

The availability of machine inventory and delivery are also playing a big role in our future planning scenarios. The protracted wait on manufacturing and delivery from India and Europe is changing the manner in which we offer machines to customers. This also impacts the availability of correct parts to minimise downtime for our customers and a major focus area for the company is the streamlining of the ordering and inventory management process.

Marketing and sales will continue to be streamlined towards digital engagement with customers, which has several benefits for customers and enables improved management of the sales process. Austro will launch an online store for customer to seamlessly order parts, tooling, adhesives, and request services. A re-invigoration of the digital platform, Austro Intelligence, will also provide real-time information on customers' machine productivity, troubleshooting and fault resolution.

From a people perspective especially technical services, Austro's management will continue to place a significant emphasis on the retention of talent and driving a culture that enables the growth and future sustainability of the business.

We are optimistic that Austro's markets will experience increased activity in FY22 and we will cement our position as market leader in the industry. We are committed to driving a highly professional, customer centric organisation, driving customer satisfaction and exceeding expectations. The turnaround in FY21 has been as a result of great teamwork and support from the enX Board, executive management, our staff, loyal and growing customers and excellent supply base all of which we thank for their contributions to a successful financial year.

Grant Hinkley Chief Executive, Austro

SEGMENTAL AND BUSINESS UNIT REVIEWS (continued)

DISCONTINUED OPERATIONS

PERFORMANCE OVERVIEW OF IMPACT HANDLING (UK)

Impact Handling (UK), which previously formed part of the Equipment segment, was sold on 14 June 2021 and the business was classified as asset held for sale discontinued operations in terms of IFRS 5 since February 2021. As the sale had been concluded during the financial year no operational review had been included.

PERFORMANCE OVERVIEW OF EIE SA

EIE SA's FY21 revenue increased by 12% year-on-year supported by good aftermarket revenue and pre-owned unit sales. The new equipment market remained under pressure with higher-than-normal new equipment sales going in to feed the rental fleet rather than a cash sale. Our range of rental offerings, accounting for approximately 38% of revenue in FY21.

Despite the market conditions, we successfully maintained our partnerships with leading global forklift brands (including four of the top ten global forklift brands), namely Toyota Forklifts, Sinoboom, CT Power, Hako, and Konecranes Lift Trucks. Partnership with Heli, Hangcha and Cat Lift Trucks were disposed of as part of the Impact Handling (UK) transaction. After 37 years, EIE remains the exclusive distributor in SA for Toyota Forklift.

The KZN unrest situation which took place in July 2021 had devastating consequences on many of our customers and the private key supply chain management infrastructure. We were fortunate to have strong, mature management and teams at our KZN branches who showed incredible leadership and resilience. We managed to recover every forklift that was stolen during the unrest period. We also were in a strong position to rent forklifts to our customers at short notice to help with their clean-up effort and minimise interruption to their business operations. I thank the enX board for their agreement to provide food to all our KZN employees and their families over the period.

TUF Forklifts which was launched in FY20, successfully provides quality used forklifts and battery-electric equipment and meets the needs of customers seeking a solution in a more economic pricing range. TUF Forklifts offers second-hand Toyota forklifts as well as other international brands without the offer of after sales service. To support a change in business model away from truck mounted cranes, 600SA took on two new brands in FY20 being CT Power and Sinoboom. FY21 was used to lay the platform for 600SA to capture sustainable volumes of Forklift trucks and will compete favourably against Chinese and Korean imports.

Our OEM suppliers continued to be very supportive during the year by maintaining extended payment terms, and spare parts were delivered without interruption. During the earlier parts of the financial year the business reported large unit volumes of new Toyota Trucks. The strong stock position has now been normalised as a result of delays in shipping from Japan and the increase in sales of new equipment.

Read more on page 50 to 56 – see EIE's sustainability performance.

Outlook

The poor economic performance anticipated in SA for the foreseeable future will continue to place significant pressure on EIE SA, however during FY21 we have noticed an increase of demand specifically from the e-commerce/retail warehousing and distribution sector.

We will continue to realign the business to adjust to the changing environment, with a focus on reducing overall costs and driving efficiencies. Opportunities exist to expand our footprint into East and West Africa, and we will focus on creating demand for the new products offered by the CT Power brand, as well as the lower end of the market through TUF Forklifts. We will continue exploring opportunities to expand into complementary distributorships to support access to changing markets, especially in rental and after sales service markets.

600SA and the newly acquired UniCape Equipment are expected to deliver a low carbon footprint to our customers in sub-Saharan Africa through a roll out of solar powered charging stations to recharge both Lithium Ion and Lead Acid batteries.

At the start of FY21, we were pleased to elevate our B-BBEE rating to Level 2, which will support our efforts to access new markets in SA.

The primary risks for FY22 include further market contractions resulting from COVID-19 related restrictions globally and locally, and the knock-on effect of exchange rate volatility for imported products. Operationally, we are implementing technology, processes, and tools to optimise costs and ensure that employee wellbeing and engagement remains a focus.

Our Go Green initiative as mentioned above on the solar powered charging stations is expected to mitigate the interruptions of electricity supply from Eskom.

An unrelenting focus to meet customer needs in their own changing markets will be key to our sustainability. We will remain agile and aligned to changing market dynamics to keep our products and brands visible and provide consistent and quality service to our customers, whom we thank for their ongoing support.

Oyama Mabandla Acting Chief executive officer, EIE SA

FIVE-YEAR REVIEW

2021*#R'000 2020R'000 2019R'000 2018R'000 2017R'000
STATEMENT OF PROFIT AND LOSS ANDOTHER COMPREHENSIVE INCOME
RevenueGross profit 4 334 5911 399 900 7 206 109– 7 790 851– 7 429 294– 6 218 342–
Profit from operations before depreciation andamortisation, excluding foreign exchangeDepreciation and amortisation –– 1 794 763(1 429 536) 1 908 519(1 146 962) 1 949 425(1 141 121) 1 733 248(1 026 397)
Profit/(loss) on disposal of property, plant andequipmentShare-based payment (expense)/credit –– 6 410(2 547) (1 468)6 579 (1 036)(26 110) 27(6 708)
Foreign exchange gains/(losses)Expected credit losses –28 384 12 660– (9 493)– (39 933)– (27 085)–
Operating expenses (1 086 675)
Operating profit before items listed belowImpairment of goodwill, intangible assets and property,plant and equipmentAdjustment on deferred vendor considerationFair value adjustment of investments 341 609(1 721)–– 381 750(543 080)(30 688)– 757 175(166 395)–– 741 225(56 184)–– 673 103––(736 563)
Operating profit before net finance costs and earningsfrom associateNet finance costsShare of profits/(losses) from associates 339 888(151 757)32 936 (192 018)(409 352)11 711 590 780(406 480)4 965 685 041(377 176)1 246 (63 460)(291 679)(2 620)
(Loss)/profit before taxationTaxation 221 067(55 593) (589 659)76 729 189 265(80 614) 309 111(78 448) (357 759)(103 368)
(Loss)/profit after taxation 165 474 (512 930) 108 651 230 663 (461 127)
Discontinued operationsProfit/(loss) for the year from discontinued operations 136 716
Net profit/(loss) after taxation 302 190 (512 930) 108 651 230 663 (461 127)
Non-controlling interestHeadline (loss)/earnings per share (cents) 2 332208.0 (461)(20.1) 2 840141.0 4 941158.0 6 186(301.2)

* During the 2021 financial year, the group entered into an agreement with Aprolis Holdings SAS to divest its ownership in Impact Handling (UK). This divestment was effective from 14 June 2021 and resulted in Impact Handling(UK) being recognised as a discontinued operation in 2021. Furthermore, during the year the group entered into an agreement with CFAO to divest its ownership in EIE SA. This resulted in EIE SA being recognised as a discontinued operation as at 31 August 2021. Therefore, the statement of profit or loss and other comprehensive income for 2021 takes into account the two disposals as discontinued operations.

The consolidated statement of profit or loss presented for the previous years incorrectly presented items of income and expense as a hybrid of function and nature. The 2021 consolidated statement of profit or loss has been restated to present items of income and expense by their function as IAS 1 Presentation of Financial Statements requires that these items be presented by either their function or by their nature. The comparatives have not been restated. In addition, IAS 1 Presentation of Financial Statements requires expected loss allowances to be presented on the face of the statement of profit or loss. The 2021 have been updated to reflect such disclosure. This has no impact on the net (loss)/profit reported in the comparative years and the resulting earnings measures, therefore the 5 year review has not been retrospectively updated.

2021R'000 2020R'000 2019R'000 2018R'000 2017R'000
STATEMENT OF FINANCIAL POSITION
Property, plant and equipment 259 561 621 446 425 296 397 055 374 470
Leasing assets 2 769 789 6 087 417 5 937 005 5 377 858 5 077 814
Goodwill 92 461 390 810 478 746 504 510
Intangible assets 33 375 73 308 332 674 400 245 428 943
Investment in associate 103 852 70 916 59 205 54 240
Other investments and loans 851 9 175 12 769 18 214 237 323
Deferred taxation assets 18 412 60 050 55 956 47 234 25 430
Inventories 665 356 1 622 021 1 547 864 1 352 939 1 229 624
Trade and other receivables and derivatives 810 697 1 069 503 1 138 043 1 125 091 1 216 748
Taxation receivable 2 663 19 801 3 915 6 545 26 020
Cash and cash equivalents 856 017 885 909 458 736 451 305 317 806
Assets held for sale 2 794 679 212 176
Total assets 8 315 252 10 612 007 10 362 273 9 709 472 9 650 864
Deferred taxation liabilities 251 499 437 928 531 270 524 922 507 653
Interest-bearing liabilities 2 059 627 5 861 278 5 282 043 4 702 242 4 822 631
Non-current financial liabilities 1 179 5 090 2 999 13 513
Deferred vendor consideration 33 895 35 331 51 084
Lease liabilities 123 999 211 416
Bank overdraft 5 377 32 233 44 709 16 349
Trade, other payables, provisions and derivatives 1 083 882 1 536 226 1 554 894 1 548 604 1 500 073
Taxation payable 19 231 23 350 50 425 46 931 37 824
Liabilities associated with disposal group held for sale 2 113 885
Total liabilities 5 653 302 8 114 560 7 456 519 6 916 252 6 935 614
Net assets 2 661 950 2 497 447 2 905 754 2 793 220 2 715 250
Funded by:
Equity attributable to owners of the parent 2 625 135 2 462 964 2 869 379 2 757 218 2 683 839
Non-controlling interest 36 815 34 483 36 375 36 002 31 411
Total equity 2 661 950 2 497 447 2 905 754 2 793 220 2 715 250
KEY RATIOS
Net asset value per share (cents) 1 447.4 1 360.6 1 597.0 1 537.9 1 506.4
Net tangible asset value per share (cents) 1 434.2 1 280.4 1 410.7 1 110.1 1 047.7

STATEMENT OF CASH FLOWS

2021 2020 2019 2018 2017
R'000 R'000 R'000 R'000 R'000
Cash flows from operating activities 2 345 119 1 995 525 1 736 384 2 007 418 1 640 721
Cash generated from operations 2 680 421 2 470 873 2 205 006 2 453 597 2 091 280
Interest received 9 323 13 945 7 231 24 423 71 803
Interest paid (307 717) (417 032) (399 374) (401 022) (356 864)
Taxation paid (36 908) (72 261) (76 479) (69 580) (165 498)
Cash flows from investing activities (1 341 710) (1 771 570) (2 267 615) (1 656 842) (2 636 043)
Cash flows from financing activities (1 005 191) 243 311 546 754 (248 827) 1 288 782
Net movement in cash and cash equivalents (1 782) 467 266 15 523 101 749 293 460
Exchange gain on cash and cash equivalents (27 019) (13 237) 4 384 3 390
Cash and cash equivalents at the beginning of the year 880 532 426 503 406 596 301 457 7 997
Cash and cash equivalents at the end of the year 851 731 880 532 426 503 406 596 301 457

OUR ACCOUNTABILITY

04

Corporate governance 33
Corporate governance statement 38
Remuneration report 39

OUR GROUP

OUR PERFORMANCE

CORPORATE GOVERNANCE

GOVERNANCE STRUCTURE

Board
Members Paul Baloyi1(Board chair)Andrew Hannington (CEO)Robert Lumb (CFO)Vuyani Jarana2(Lead Independent Director)Warren Chapman1Oyama Mabandla (Acting CEO - EIE SA)Kgosie Matthews2Lerato Molefe2Babalwa Ngonyama2
Responsibilities •The performance and affairs of the group, ensuring that the group's strategic direction is designed andimplemented to drive value creation for shareholders•Custodian of governance and implementation of the King IV principles•Exercising sound judgement and leading with integrity•Continually monitoring the solvency and liquidity of the group as well as non-financial aspects•Safeguarding sustainability, including reviewing material issues•The formal nomination and appointment of new directors in accordance with the group's policy•The role and responsibilities are documented in the board charter available at www.enxgroup.co.za

1 Non-executive.

2 Independent non-executive.

Audit and risk committee Nomination and remuneration committee Social and ethics committee
Members B Ngonyama2(Chair)V Jarana2L Molefe2 W Chapman1(Chair of remuneration)P Baloyi1(Chair of nomination)V Jarana2K Matthews2B Ngonyama2 L Molefe2(Chair)P Baloyi1O Mabandla1
By invitation R Lumb (CFO)A Hannington (CEO)External auditorsInternal auditors A Hannington (CEO)R Lumb (CFO) A Hannington (CEO)R Lumb (CFO)

CORPORATE GOVERNANCE (continued)

Responsibilities•••••••••• Overseeing preparation offinancial statements andaccounting practicesRisk management andinternal controlsOversight of the internalaudit functionAppointment and assessmentof independence of theexternal auditorPeriodic reviews of the group'sinsurance policyLegal complianceFinancial performance reviewsEnsure that the group hasestablished appropriate financialreporting procedures and ensurethat these are operating •Determining policy and frameworkfor group remuneration, includingthe total remuneration packageof the CEO, his direct reports andCFO and each executive director•Determining short- and long-termincentives for group executives•Setting targets forperformance-related pay schemesof executives•Assessing non-executivedirectors' remuneration•Ensuring adequate disclosure ofdirectors' remuneration•Contracting with executives•Consider significant changes tothe group pension and provident •Setting the group'svalues, corporateethics, monitoring andreporting thereon•Employment workplaceand employeewellbeing policies aswell as employmentequity policies•Corporatesocial investment•Researchand development•Empowerment•Environmental policies•Product quality control
••••••••• Implement best practice asset andliability risk management policiesManaging liquidity, interest rate andforeign exchange risksMonitoring group's capitaladequacy within acceptablerisk profilesMonitors group liquidity and bankfunding covenant adherenceApproves and monitorsfunding strategyEnsure an IT charter and IT policiesand procedures are establishedand monitoredEnsure independent assuranceof the effectiveness of ITinternal controlsAdvise the board on a suitableIT strategyMonitor and evaluate significantIT expenditureMonitor compliance with ITlaws and related rules, codesand standardsMonitor management ofinformation assets funds and medical schemes andother benefits•Lead process of selection forsuitable candidates for the board•Make recommendations to theboard in terms of successionplans for executive andnon-executive directors•Review and approve Board diversitypolicy•Make recommendations in termsof directors who retire in terms ofthe MOI•Review the independence ofnon-executive directors •Stakeholder relations
Independent3/3non-executives 3/5 1/3

Board and committee meetings were held quarterly in line with the group's financial cycle. All directors attended at least 75% of the meeting of the board and the committees on which they served during the 2021 financial year. Attendance at board and committee meetings is set out on page 8.

The board and management believe that good corporate governance is imperative in ensuring a sustainable business, while operating in a responsible, ethical and transparent manner. The group's policies and procedures are aligned with the Companies Act, the JSE Listings Requirements, King IV and international best practice.

Ethical leadership

In guiding the group's development, the board attempts to balance and encourage entrepreneurial freedom within the boundaries of good corporate governance to achieve maximum shareholder value.

We are committed to the highest standards of honesty, integrity, non-discrimination and fairness and have zero tolerance for the commissioning or concealment of fraudulent acts by our people, from board level downwards and throughout the group. As set out in the board charter, the directors are required to lead by example in embodying ethical behaviour. King IV advocates an outcomes-based approach and defines corporate governance as the exercise of ethical and effective leadership towards the achievement of the following governance outcomes: Ethical culture; Good performance; Effective control; and Legitimacy. The application of King IV is on an apply and explain basis. The practices underpinning the principles so espoused in King IV are entrenched in many of the group's internal controls, policies and procedures governing corporate conduct. From a materiality point of view, the board is satisfied that enX has applied the principles as set out in King IV, the detail of which is more fully described in this report. We aim to integrate responsible corporate citizenship into the group's business strategy and to embed sound governance practices into daily operations to ensure sustainable long-term growth.

A Code of Ethics ("Code") is in place and all directors and employees are required to abide by its terms. The Code is underpinned by the group's Core Values and provides guidance on the expected ethical conduct of all staff members, as well as encouraging staff to report any violations of the Code. The business units are required to adopt respective principles and processes that deal with specific ethical issues that arise in their specific circumstances. All staff are required to sign a declaration form annually indicating that they understand and adhere to the policies and are fully committed to ethical behaviour. The group emphasis on business ethical behaviour has been integrated into internal training programmes. The HR departments are responsible for monitoring adherence to the Code. The group also have a whistle-blowing hotline to report instances of alleged misconduct, discrimination or fraud. During the year 69 calls were received, with nine valid reports. In the cases of reports being valid, these incidents did result in disciplinary action and dismissals where found to be valid.

Leadership roles and functions

enX has a unitary board that meets quarterly with additional meetings convened when necessary. The board comprises nine members, three being executives, two being non-executives and four being independent non-executives. The board is supported by a highly experienced professional management team with knowledge of the markets they operate in, and has a proven track record. Directors are briefed timeously and comprehensively in advance of board and committee meetings and are supplied with information to enable them to discharge their responsibilities. Meetings are conducted in accordance with a formal agenda, which ensures that all substantive matters are properly addressed.

The responsibilities of the Board Chair, CEO, CFO, and those of non-executive directors, are clearly separated. In July 2020, Mr Baloyi was appointed as the non-executive Chair. Given that he is not considered to be independent, in line with the indicators contained in King IV, the board appointed Mr Jarana as its Lead Independent Director on 3 September 2020.

Board chair •Provides overall leadership to the board without limiting the principle of collective responsibility forboard decisions.•Ensures that the board remains efficient, focused and able to operate as a unit.•Ensures high standard of corporate governance and ethical behaviour.•Annual appraisal of the CEO's performance.•Is appointed annually by the board.
Lead IndependentDirector •Chairs discussions and decision-making by the board on matters where the Board Chair has a conflictof interest.•Acts as a sounding board for the Board Chair.•Acts as an intermediary between the Board Chair and other members of board, if necessary.•Leads the performance appraisal of the Board chair.
Non-executive directors •Draw on their experience, skills and business acumen to ensure impartial and objective viewpoints indecision-making processes and standards of conduct.•Are credible individuals of high caliber from diverse backgrounds and representative of SouthAfrica's population.
CEO •Formulates and recommends strategies to the board.•Is responsible for the effective management and running of the company's businesses and theimplementation of board approved strategies.•Provides regular update reports to the board about the group's performance and early warnings of anypotential and actual disruptions.•Chairs the executive committee, leads and motivates the management team.
CFO •Financial functions and internal control processes within the group.•Ensures sufficient funding is available and that bank covenants are adhered to.

CORPORATE GOVERNANCE (continued)

The non-executive directors are high merit individuals who objectively contribute a wide range of industry skills, knowledge and experience to the board's decision-making process. These directors are not involved in the daily operations of the company.

All non-executive directors have unrestricted access to management at any time as well as to the group's external auditors. Further, all directors are entitled to seek independent professional advice on any matters pertaining to the group as they deem necessary and at the group's expense, provided that an approved process has been followed.

The board is ultimately responsible for directing the group towards achieving its objectives. Executing the strategy and delivering operational performance and financial results are the responsibility of the CEO and the executive management team, who work within the parameters set by the board. Management timeously reports to the board to enable them to make informed decisions. A delegation of authority is reviewed annually to ensure appropriate responsibility delegation to management while enabling the board to retain effective control.

Board evaluation

During the year each committee and the board conducted a self-assessment of its performance. The board will be conducting an independent review in 2022, to ensure that the board continues to improve its performance and effectiveness.

Board processes

Share dealings and conflicts of interest

Directors are required to disclose their shareholdings, additional directorships and any potential conflicts of interest as well as any share dealings in the company's securities to the board chair and company secretary prior to any dealings taking place and announced as required by the JSE. Directors, prescribed officers and other senior management are prohibited from trading in the company's shares during a "closed period" as defined by the JSE Listings Requirements. Emails advising of the start of this period are sent to all affected persons.

The group's company secretary maintains the declarations of interest and related-party disclosures register. The directors are required to declare and update their interests at each board meeting and directors who have a conflict of interest on any matter to be discussed at meetings are required to inform the board chair and the company secretary before the meeting. Where a director has a conflict of interest the director is recused from the meeting when the matter is being discussed.

No employee, nominee or members of his or her immediate family may deal either directly or indirectly, at any time, in the securities of the company based on unpublished price-sensitive information about the company's business or affairs. The board adopted a formal policy guiding closed and prohibited period restrictions and the policy is implemented by the company secretary. Closed periods are from the end of the month of the interim and annual reporting periods to 24 hours after announcing financial and operating results for those respective periods. Directors and senior designated employees are required to instruct their portfolio or investment managers not to trade in the securities of enX without written consent. A list of people who are restricted for this purpose has been approved by the board and is revised from time to time. This includes directors or officers of subsidiaries and the company secretary. A register of directors and officers is available for inspection at the company's registered office in Sandton, South Africa.

Appointments

The appointment of new directors is considered by the entire board, according to recommendations made by the Nominations committee. These recommendations are based on identified requirements for skills and experience, combined with personal and business attributes. The board also considers race and gender equality when appointing new directors. Re-appointment of retiring directors is not automatic and is recommended by the board after consultation with the Nominations committee. The appointment process is formal and transparent.

Rotation of directors

In terms of King IV and the company's Memorandum of Incorporation (MOI), one-third of the board's non-executive directors must retire from office at each annual general meeting on a rotational basis. Retiring directors may make themselves available for re-election provided that they remain eligible as required by the MOI and in compliance with the JSE Listings Requirements. In determining whether to recommend a director for re-election, the board and Nominations committee considers the director's past attendance at meetings, participation in and contributions to the activities of the board and compliance with regulatory requirements.

The only board change that occurred during the year under review:

• was the function change of Mr O Mabandla who was appointed executive director on 2 June 2021.

Board diversity

Diversity of expertise – create an experienced board with the appropriate balance of knowledge and skills in areas relevant to the group, required to govern effectively.

The board considers the following areas of expertise as relevant:

  • Leadership the group has an entrepreneurial flair led by experienced divisional leaders. It is important that leadership embraces this culture and ensure a cohesive team working toward the same strategy while maintaining high ethical standards.
  • Banking skills the group needs to engage with debt and equity markets to raise new funding, roll maturing debt and improve credit rating.
  • Finance interrogate the accuracy of financial information and the completeness of information is of high importance to the group.
  • Industry/operational expertise the group is diverse in nature and this is an area that constantly need to be re-considered by the board as the business combinations evolve.
  • Human resources the board aims to ensure that employees remain a key priority in all operations.
  • Environmental sustainability the health and safety of our employees is a key priority and ensuring that the highest standards are upheld is vital to the operations.
  • Risk and opportunity management this skill set is vital to ensure the longevity of the business.
  • Legal the board is constantly aware of the legal obligation it carries and need to be abreast of the legal framework it operates under.
  • Technology and innovation the industrial environment is ever-changing and becoming more technological focus.

Diversity of age – executive directors retire from their positions and from the board at the age of 63. The retirement policy, however, makes provision to extend the working relationship beyond normal retiring age. Non-executive directors, over 70 years of age, retire at every AGM and are submitted for re-election, if eligible.

Average age – executive directors 58
Average age of executive team 51
Average age of non-executive directors 55

Diversity of tenure – periodic, staggered rotation of board members to ensure the induction of new perspectives and skill sets, while retaining valuable knowledge and continuity.

Diversity of race and gender – the board aligned its gender and race targets to the transformation plans of the group, voluntarily targeting at least a 30% female representation and a 50% black representation.

Company secretary

The board as a whole, and the individual directors, have unrestricted access to the advice and services of the company secretary, who provides guidance to the board and to the directors with regard to how their responsibilities are to be discharged.

Acorim (Pty) Ltd is an independent company secretarial and corporate governance advisory service provider and is represented by R Cloete. The Board is satisfied with the expertise, experience, competence and qualifications of the company secretary and confirms that the relationship between the Board and the Company Secretary remains at arm's length. In addition, the company secretary is considered suitably qualified to perform her duties, which include to:

  • maintain and regularly update a corporate governance manual;
  • ensure that, in accordance with pertinent laws, the proceedings and affairs of the board and its members, the Memorandum of Incorporation, the company itself and, where appropriate, owners of securities in the company are properly administered;
  • ensure compliance with the JSE Listings Requirements and the company's MOI;
  • ensure that all directors have access to her advice and services relative to the affairs of the company and their roles and responsibilities;
  • together with the chairman, ensure good information flow within the board and its committees and between the board and senior management and non-executive directors; and
  • establish the annual work plan for the board and board committees.

Shareholders, employees and investors are encouraged to communicate recommendations or instructions to the board, the company secretary or the CEO.

Legal compliance

The board is responsible for ensuring compliance with laws and regulations. A compliance assessment plan covering high risk, high impact legislation commenced during the 2021 year. This year focussed on ensuring all business units become POPIA compliant. The group is not highly regulated, and the focus is primarily around legislation governing Health and Safety, employees and data protection.

No material fines or non-monetary sanctions were imposed on the group for non-compliance with any laws or regulations during the year under review, nor was the group party to any legal actions for anti-competitive behaviour or anti-competitive behaviour or anti-trust and monopoly practices during the year.

External auditors

The ARC has nominated Deloitte & Touche for appointment as the external auditors of the company under Section 90 of the Companies Act and in accordance with the JSE Listings Requirements. For further detail refer to their report as included in Annual financial statements 31 August 2021.

IT governance

The board acknowledges its responsibility for IT governance and business continuity as part of its assumption of responsibility for risk management of the group.

The Chief Information Officer reports to the ARC, who is responsible for monitoring IT policies, the internal control framework, ensuring independent assurance of IT internal controls, advising on IT strategy, monitoring and evaluating significant IT investments, monitoring compliance with IT laws and related codes and standards and advising the board on IT-related risks. ARC oversee the group's IT framework, strategy and controls.

A three year IT strategy and plan have been established for each segment, including the head office. The IT plan involves the determination, implementation and monitoring of current IT controls as well as the best practice controls which will be implemented as and when needed. The effectiveness of these controls is tested by independent third parties as part of their internal audit work.

The 2021 to 2024 strategy focuses on driving and optimising digital transformation with efficiency based on 5 pillars namely:

  • Delivery Excellence, providing predictable and resilient systems, services and solutions.
  • Client Experience, create seamless end-to-end interactions that drive value and satisfaction.
  • Employee Experience, fostering a culture that succeeds through communication, execution, and leading by example.
  • Operational Excellence, promoting an organisation built on continuous improvement and adaptability.
  • Corporate Growth, deliver solution, systems and data that focus on delivering value.

CORPORATE GOVERNANCE STATEMENT

APPLICATION OF THE KING REPORT ON CORPORATE GOVERNANCE

The enX board believes that its existing governance framework and culture provide a solid foundation for the implementation of King IV. Adopting King IV is a commitment to the philosophy of stakeholder inclusivity, corporate citizenship and protecting the value that we create, which is aligned with our value creation strategy. The board believes that, by ensuring that principles and practices are applied with a focus on achieving the four corporate governance outcomes i.e. ethical culture, good performance, effective control and legitimacy, the group will have a sound corporate basis to operate from and create value to all stakeholders.

The board has opted to apply the 17 King IV principles in a manner that is focused on achieving the King IV outcomes, while taking cognisance of our group size and composition, and our decentralised and entrepreneurial organisational structure. The group reviewed its current practices to ensure alignment with the King IV recommended practices associated with each principle contained in the King IV Report on Corporate Governance.

See enX website for full description of the application of King IV.

OUR GROUP

OUR PERFORMANCE

REMUNERATION REPORT

This report comprises three parts namely:

  • ◗ Statement from the remuneration committee chairman;
  • ◗ Remuneration policy; and
  • ◗ Implementation of remuneration policy.

* – Remuneration governance is included in the Governance report

Reward philosophy – The company's remuneration philosophy is to recruit, motivate, reward and retain employees who believe in, and live by, our culture and values. We endeavour to encourage entrepreneurship by creating a working environment that motivates high performance so that all employees can positively contribute to the strategy, vision, goals and values of the group.

Our philosophy, supported by a robust performance management practice, strives to set our employees' total remuneration package at a competitive level by benchmarking to the market and providing incentives geared to agreed performance outcomes, where appropriate.

We believe the long-term success of the group is directly linked to the calibre of employees that we employ and the working environment that we create. It is, therefore, imperative that we make a concerted attempt to align the best interests of our employees with that of our other stakeholders.

STATEMENT FROM THE REMUNERATION COMMITTEE CHAIR

On behalf of the Remuneration committee we would like to present our report setting out the governance of the group's remuneration policies, the implementation of these policies whilst ensuring that these are conducive to supporting our employees to deliver the group's strategy, retaining and attracting high calibre talent, and ensuring material alignment with the expectations of shareholders.

In line with King IV principles, the board strives to remunerate fairly and responsibly. The Remuneration committee therefore considers external market remuneration surveys and the interests of shareholders when deliberating on directors' and senior management's remuneration. At the AGM, held on 19 March 2020 99.9% of our shareholders supported our policies with 82.4% shareholders voted in favour of the implementation of these polices. As a committee we believe our policies are now more aligned to shareholder expectations and we continue to align group wide remuneration practices to these policies.

In applying the agreed remuneration principles, the committee is committed to accountability, transparency and good governance, as well as ensuring that reward arrangements are linked to individual and group performance.

The committee is cognisant of the importance of attracting and retaining critical skills. It believes that the current remuneration policy makes a significant contribution towards this. We strive to reward staff for their specific skills, roles, areas they operate in and experience.

The membership, responsibilities and work of the Remuneration committee during the year is set out in the "Corporate governance report".

Though this report emphasises the remuneration policies and practices applied to the CEO, CFO, executive and non-executive directors, as well as divisional CEOs who are considered to be prescribed officers, as defined by the Companies Act, we apply these principles, where possible to our wider staff complement.

As a committee our key focus areas during 2021 were:

  • Reviewing the general composition of executive remuneration packages
  • Creating long-term incentive (LTI) schemes that is supportive of a decentralised, entrepreneurial business model
  • Remuneration of non-executives considering the size of the group
  • Salary increases and short-term incentives (STI) for the 2022 year, considering the impact COVID had on staff during 2020/2021 remuneration.

REMUNERATION REPORT (continued)

We believe that actions taken during the start of lockdown allowed our businesses to remain sustainable, with most businesses showing an improved performance in 2021. Credit should be given to the dedication and relentless efforts from our executives and staff even though most staff received no inflationary increases or STI in 2020/2021.

REMUNERATION POLICIES

This section of the report forms the basis for shareholders' non-binding advisory vote at the next annual general meeting on 20 January 2022. The vote enables shareholders to express their views on the remuneration policies and their implementation. We welcome the opportunity to engage with our shareholders on these important issues and will provide feedback and engage further should 75% or more of shareholders not vote in favour of the remuneration policy or implementation report. The board will include an invitation to dissenting shareholders in the AGM results announcement to engage with the company.

The Remuneration committee seeks to ensure an appropriate balance between the fixed and performance-related elements of executive remuneration and between those aspects of the package linked to short-term financial performance and those linked to longer-term shareholder value creation.

The Remuneration Policy addresses remuneration on an organisation wide basis and is one of the key components of the HR strategy, both of which fully support the overall business strategy. The main functions of the Remuneration Policy, are to:

  • to support the enX strategy by helping to build a competitive, high performance and innovative company with an entrepreneurial culture that attracts, retains, motivates and rewards high-performing employees;
  • to promote the achievement of strategic objectives within the company's risk appetite;
  • To promote/support positive outcomes across the economic and social context in which the company operates; and
  • to promote an ethical culture and responsible corporate citizenship.

REMUNERATION PACKAGE

Key Objective Structure Eligibility
Guaranteed remuneration – The keyobjective is to provide the base elementof remuneration that reflects the person'srole/position in enX and is payable for doingthe expected job. •Guaranteed remuneration is paid monthly on a Cost toCompany basis (CtC)•Guaranteed remuneration is generally targeted at themedian/50th percentile level) for that particular role•Guaranteed remuneration is normally benchmarkedagainst the relevant market sector•Guaranteed remuneration is set at a level which isaligned to expected operational performance All employees, includingexecutive directors anddivisional CEOs
Short-term incentives – The key objective isto create a performance culture by rewardingindividuals/teams for achieving strong annualresults in terms of pre-determined targets. •The STI is payable annually in October/Novemberfor staff•STI for executives are payable in April and November,a claw back arrangement is in place if the Aprilpayment was overstated•The STI is based on a performance balancedscorecard where the enX Group and business unitperformance targets are set in terms of threshold,target and outperformance levels•The measurement period for assessing performanceagainst the scorecard is normally a period of12 months coinciding with the group's financial year.Executive staff's performance is measured half yearly•The scorecard is reviewed and revised targets are seton an annual basis•Divisional incentive pools are based on theperformance scorecard of each division, whichmeasures similar KPI's to those at enX level, but insome instances tailored to be relevant to the divisionunder consideration, subject to Remco oversightand discretion•Individual incentives (performance bonuses) arebased on the agreed output with each individual atthe beginning of the performance period. Individualbonus allocations also depend on the performance ofthe division and team in which the individual operates In general, the STI appliesto all employees. Forpurposes of STI, KPIs are setdepending position of staff
ABOUT OUR OUR OUR ACTING ANNUAL FINANCIAL GENERAL
THIS REPORT GROUP PERFORMANCE ACCOUNTABILITY SUSTAINABLY STATEMENTS
Key Objective Structure Eligibility
Long-term incentives –The broad purpose of the LTI is to attract,motivate, retain and reward key employeeswho are able to influence the performanceand strategic direction of the group.LTI are aligned to multi-year targets ofgrowth and long-term value creation. The Share appreciation planThis is a phantom share plan wherein participantsare paid a cash amount referencing the value of theenX share price, subject to meeting pre-determinedperformance conditions. Participants do not acquireshares or any rights thereto. Under the scheme,participants can annually be offered an allocationPerformance units vest proportionately over threeyears on continued employment and only if thecompany has met specified performance targets overthe period as determined by the boardEmployees have two years post vesting to exercisethese rightsForfeiture planThis long-term Forfeiture Plan is a shareholder andJSE approved plan wherein participants receiveshares, held in escrow during the performance period,at the end of the period and is created as a retentionschemeParticipants have voting rights during the performanceperiod and are entitled to any dividends during theperiod In general, executives andkey management who arehigh performers, whosedeliverables are essentialto the success of enX andwhom are critical from aretention perspective, areeligible for participation inthe LTIP. Eligible individualsare selected by the CEOunder oversight of theRemco
Other benefits These benefits include: company cars, travelallowances, pension and provident fund and medicalaid, death and disability insurance and are at thediscretion of the business unit Varies per business unit

The remuneration packages of each executive director and those of divisional CEOs are reviewed and benchmarked annually. These packages are aimed at encouraging and motivating sustainable performance as well as retaining employees. LTI schemes are designed to recognise their contributions and value add and play a further important role in retention.

Executive directors and divisional CEOs are not permitted to hold external directorships or office, other than those of a personal nature, without the approval of the board. They also receive no board or committee fees in addition to their normal remuneration.

The Remuneration committee benchmark non-executive compensation. The committee also align proposed increases to general staff increases.

enX's reward strategy is aimed at enabling the business to:

  • reward, recognise and give appreciation for superior performance;
  • direct employees' energies and activities towards key business goals; and
  • achieve the most effective returns (productivity) for total employee spend.

INCENTIVE STRUCTURES

During the 2020 financial year the committee engaged with concerning shareholders with regards to incentive policies. Considering input, the committee revisited the policies and, using the Deloitte survey as a guideline, a standardised normalised pay mix had been introduced across the group during 2021. This is summarised as follows:

MAXIMUM STI EARNED AT MAXIMUM LTI EARNED AT
CTC Target Stretch Target Stretch
CEO 100% 50% 100% 70% 140%
Executive team 100% 40% 80% 50% 100%
Senior management 100% 30% 60% 30% 60%

For example: the CEO can earn a maximum of 50% of his CTC at Target performance and a further 50% at the Stretch performance. Good progress had been made in 2021 aligning executives incentives to these targets.

REMUNERATION REPORT (continued)

Other considerations:

  • Approximately 70% of the incentive must be linked to financial metrics and the balance to the achievement of KPIs that are precise, specific and measurable. The intention is that in time the STI will only be achieved if budget and expected returns are met.
  • Stretch performance targets will typically be set where both budgets and returns are exceeded and will be linked to absolute value of the outperformance not percentage outperformance.
  • All STIs must be self-funding, i.e. the metric being measured must be calculated after taking into account the STI.
  • When executives leave the group their exit packages will be guided by what is required in terms of law but always subject to the discretion of the Remuneration committee.
  • The LTI implementation framework has been modified to include fewer participants and structured to produce a desired outcome. For example, the Target performance is designed to deliver a benefit in three years-time to the CEO equal to 70% of his current cost to company and the stretch target would deliver 140%.

REMUNERATION POLICY IMPLEMENTATION

Board

Non-executive directors are evaluated on their board and committee performance. The performance of the Chairman is reviewed annually by the board members prior to the re-election process.

The board and committees conducted self-evaluations in the year. The results were analysed and corrective actions taken to improve the functioning of the board, its committees and individual performance.

The Nomination committee conducts an in-depth review of the performance of the directors due for re-election. Based on these outcomes, the Nomination committee and the board recommend the re-election of these members for shareholder vote.

In line with King IV, non-executive directors are not awarded share options or benefits other than directors' fees. Non-executive directors, including the Chairman of the board, receive an annual retainer and an additional fee per meeting attended. In certain circumstances the board may approve an additional discretionary advisory fee for the Chairman.

Board annual retainers and committee fees

Annual board retainer fees and committee fees are paid quarterly. Fee changes are effective from 1 March, following shareholder approvals. The board proposes, subject to shareholder approval, a 3% increase from 1 March 2022 to 31 August 2022 to align directors' fees with financial year-end and a further 5% increase for the period 1 September 2022 to August 2023. In terms of sections 66(8) and (9) of the Companies Act, the company is required to obtain approval of shareholders by way of special resolution to compensate its non-executive directors for services rendered during the next 2 (two) years. Directors' fees were approved at the AGM held on 19 March 2021 and are applicable for the period ending 28 February 2022. The fees comprise an annual fee which takes cognisance of the responsibilities of the non-executive directors throughout the year and a meeting attendance fee. The remuneration proposed is considered to be fair and reasonable and in the best interests of the company.

Non-executive directors' remuneration for the year ended 31 August 2021:

Name RetainerR'000 Committeeand ad hocfeesR'000 Total 31August 2021R'000 Total 31August 2020R'000
P Baloyi 700 235 935 1 264
W Chapman 181 189 370 107
O Mabandla 181 149 330 107
K Matthews 181 161 342 178
L Molefe 181 368 549 921
B Ngonyama 181 457 638 1 060
J Varana 329 342 671
Directors who resigned in 20201 4 755
1 934 1 901 3 835 8 389

1 Refer to note 37 in the annual financial statements for comparative information of directors who resigned during 2020.

ABOUT
THIS REPORT

OUR ACCOUNTABILITY

Increases proposed in non-executive fees (R) Approvedfees to Feb2022 Proposedfees 1 March2022 to31 Aug 2022 Proposedfees 1 Sept2022 to31 Aug 2023
Board retainers Chairman 700 000 721 000 757 000
Member 180 600 186 000 195 300
Lead independent 329 200 339 000 356 000
Attendance fee per meeting
Board meeting Chair 30 000 31 000 32 500
Member 30 000 31 000 32 500
Audit and risk committee Chair 66 500 68 500 72 000
Member 47 600 49 000 51 500
Remuneration and nomination committee Chair 43 300 44 500 47 000
Member 29 800 30 500 32 000
Social and ethics committee Chair 43 300 44 500 47 000
Member 29 800 30 500 32 000
Ad hoc meeting fees Member 10 500 11 000 11 000

RATIONALE FOR BOARD FEES

During 2020 enX saw a reduction in committees, board members and overall board fees. The rationale for proposing an increase in non-executive directors' fees for the period is to align increase periods to the financial year-ends. Salary increases proposed for employees were inflationary linked for the 2022 financial year. The board will continue to review fees based on company size and responsibilities.

EXECUTIVES

enX's remuneration philosophy recognises that the group's performance depends on the quality of its people. It strives to integrate financial and non-financial rewards and benefits and is applied equitably, fairly and consistently in relation to job responsibilities, the employment market and personal performance.

The Remuneration committee reviews the remuneration packages of each executive director and those of divisional CEOs are reviewed annually and include a guaranteed salary, other benefits, long- and short-term incentives.

No general increases were approved for executives during 2021. With most businesses showing a recovery to pre COVID-19 lockdown levels, improved performance, when compared to prior year and budgets, the committee approved salary increases and incentive bonuses for executives who met targets.

In line with the revised 2021 policy, approximately 70% of the incentive is now linked to financial metrics and the balance to the achievement of KPIs that are precise, specific and measurable. 50% of the 2021 performance was based on achieving budget. The intention is that in time the STI will only be achieved if budget is met in line with targeted returns.

STI achieved for the year ended 31 August 2021:

Weightings applied to short-term key performance indicators for 2021.

Indicator % Weighting2021 % achievedCEO % achievedCFO % achievedJ Carr % achievedB Hean % achievedM Kerwan % achievedD Viljoen
Financial targets (budget PAT,working capital and debt reduction) 70% 70 70 70 70 70 6
Governance, transformation andrisk 10% 10 10 10 10 10 10
Strategic targets 10% 10 10 10 10 10 5
Discretionary 10% 10 10 10 10 10 10
Total bonus 100% 100 100 100 100 100 31

The divisional CEOs are considered the only prescribed officers of the group who require disclosure.

LONG-TERM INCENTIVES (LTI)

LTI schemes approved by shareholders include:

• Share-related incentive plan (SAR); and

• Forfeiture share plan (FSP).

REMUNERATION REPORT (continued)

CASH-SETTLED SHARE APPRECIATION RIGHTS SCHEME (SAR)

The SAR plan is governed by approved rules with defined performance criteria and is a cash-settled plan. In March 2021, 1 336 554 SARs were issued at a strike price of R5.57 which vest three years from issuance and allows participants an additional two years to exercise from vesting date. 80% of the vesting criteria is linked to performance.

20% of the 2018 SAR issuance at R12.34 vested in 2021. The participants have a further two years post vesting to exercise options. Due to not achieving more than the strike price, none of the 2015 issuance had been exercised.

Detailed breakdown of the SARs granted appears in note 15 of the consolidated annual financial statements.

Date of grant Remaining sharesgranted Grant price Final vesting date Vesting criteria
June 2018 234 870 R12.34 June 2021 20% vested, not exercised
December 2019 980 763 R12.00 December 2022 80% based on HEPS target 20% based on retention
May 2021 1 336 554 R5.57 April 2024 80% based on HEPS target 20% based on retention

As per policy the number of participants for the 2021 issuance had been reviewed and reduced.

FORFEITURE SHARE PLAN (FSP)

On 22 September 2016 shareholders approved the enX FSP for qualifying senior employees and executive directors. The approved plan set the maximum shares at 5 000 000 and per individual at 900 000 shares in total. No shares are in issue relating to this plan.

OTHER BENEFITS

Executives also participate in contributory retirement schemes established by the group.

Executive directors do not receive directors' fees.

REMUNERATION OF EXECUTIVE DIRECTORS AND DIVISIONAL CEOs AS PRESCRIBED OFFICERS

The table below provides an analysis of the emoluments for the year ended 31 August 2021.

Total Total
Retirement Other Settlement/ 31 August 31 August
Salary Bonus contributions benefits Exit bonus 2021 2020
Name R'000 R'000 R'000 R'000 R'000 R'000 R'000
Executives
A Hannington 3 500 3 500 7 000 162
R Lumb 2 700 2 640 426 174 5 940 1 646
O Mabandla* 750 750
JS Friedman@ 1 630
Divisional CEOs
(prescribed officers)
J Carr 3 440 4 458 663 355 8 916 8 883
T Kendrew$ 3 090 452 13 322 16 864 6 348
B Hean 3 226 3 283 485 260 7 254 3 718
M Kerwan 2 789 2 231 7 5 027 2 657
D Viljoen 1 999 496 21 2 516 1 991
G Neubert** 4 099 1 755 615 52 7 800 14 321 12 862

*Appointed acting CEO of EIE SA on 2 June 2021.

** Resigned as group CEO effective 13 August 2020 and as CEO of EIE SA on 31 July 2021.

$ Impact Handing UK disposal finalised in June 2021, received exit bonus as part of the transaction agreement.

@ Resigned effective 31 March 2020.

PARTICIPATION IN ENX SAR SCHEME

Name Grant date Shares Vesting date
Managers December 2019 496 758 December 2022
March 2021 568 765 April 2024
A Hannington March 2021 458 801 April 2024
B Hean December 2019 282 256 December 2022
M Kerwan December 2019 110 391 December 2022
R Lumb March 2021 308 989 April 2024
D Viljoen December 2019 91 358 December 2022
2 317 318

Vested not yet exercised at R12.34 strike price.

Name Grant date Shares Last exercise date
Managers June 2018 158 499 June 2023
J Carr June 2018 43 077 June 2023
B Hean June 2018 23 500 June 2023
D Viljoen June 2018 9 794 June 2023

During the year the SARs allocated to participants who resigned lapsed.

DIRECTORS' SERVICE CONTRACTS

The non-executive directors do not have service contracts with the company. Their appointments are made in terms of the company's MOI and are initially confirmed at the first annual general meeting of shareholders following their appointment, and thereafter by rotation

Executive directors do not have service contracts, rather contracts of employment which can be terminated with a three to six-month notice period.

EMPLOYEES

The group paid salaries of R1 059 million (2020: R1 117 million). Staff did not receive general increases in 2021. Inflationary increases and promotions resulting in an average increase of between 4-6% were proposed for 2022. Increases per person are dependent on performance and could have been higher or lower than the average. For further details refer to the divisional reports and sustainability report.

APPROVAL

This remuneration report has been approved by the board of directors of enX.

Warren Chapman

Chair of the remuneration committee

22 November 2021

ACTING SUSTAINABLY

05

Value added statement 47
Engaging with stakeholders 48
Environmental, social and governance overview 50
Our people 55
Social and ethics committee report 57

VALUE ADDED STATEMENT

The value added statement depicts the performance and efforts of management, employees, and providers of capital, and indicates the value added contribution to our operations.

Total wealth created for 2021 was R1.770 billion distributed as follows:

Audited for the year ended31 August 2021R'000 Audited for the year ended31 August 2020R'000
Paid to employees in remuneration benefits 1 059 039 1 117 342
Paid to government in taxes 36 922 29 187
Paid to providers of capital in finance costs 317 259 423 297
Expenses to develop future growth 356 897 (152 786)

ENGAGING WITH STAKEHOLDERS

Businessrelationships Key stakeholder issues How we engage
ShareholdersCustomers •Provision of capital•Liquidity of shares•Global recognition•Open dialogue•Customer service excellence•Trained and skilled technical teams•Engaging sales network and supportingtechnology to manage customerorders/service requests •Bi-annual results presentations•Financial communications available on website•Investor conferences and road shows•Annual general meeting•SENS announcements•Regular customer meetings at multiple tiers•Customer satisfaction and market surveys•Supplier and customers days (withinCOVID-19 protocols)
•Ongoing investment in research and development •Dedicated sales representative network andsupporting technology•Quality control product checks
Suppliers/principals •Maintaining and growing trusted supplierrelationships•Association with top international brands•Monitoring creditor balances and ensuringsufficient stock to grow business•Longer payment terms to improvecashflow management•Monitoring of business plans with suppliers/principals•Quality controls, guidance, and trainingon products•Volume rebates and pricing support when needed •Monthly and quarterly OEM update meetings•Annual sales target and strategy meetings withsupplier principals•Pro-actively addressing concerns around product safety•Pro-actively manage potential conflict inproduct distribution•Obtain consent from OEM prior to materialstructural changes
Our people Key stakeholder issues How we engage
Employees •Engaged employees make valuable contributionsto our businesses•Consistent standards of customer experiencethrough service and product manufacture orhandling•Employee health and safety•Strict COVID-19 protocols and work from homepolicies where possible•Strict adherence of wearing protectivepersonal equipment•Meeting our skills needs, attracting and upskillingnew talent•Best practice working environments with fewhealth and safety incidents•Productive engagement withunion representatives•Addressing transformation issues andzero-tolerance on discrimination •Employee policies•Health and safety protocols observed and provisionof PPE•KPI reviews•Engagement with key unions and stakeholders to ensurestable industrial relations•Employee recognition programmes•Employee onboarding•Employee climate surveys•Adherence to ISO standards•Information sharing sessions by management•Transformation committees monitor B-BBEE scorecards
ABOUT
THIS REPORT
Regulatoryrelationships Key stakeholder issues How we engage
Government andregulatory bodies •Promote culture of good corporate citizenship•Focus on achieving appropriateempowerment credentials•Accredited quality standards and trainingcertifications for employees•Benefitting from youth incentives•Consistent application of environmental, healthand safety practices good corporate citizenship •Proactive meetings with authorities•STATS SA submissions•B-BBEE scorecard•ISO accreditations•Accredited training for employee
Financial capitalrelationships Key stakeholder issues How we engage
Providers of debtcapital •Access to new funding to support growth•Continuous access to funding tosupport operations•Effective management of cashflows andworking capital•Daily monitoring of cash balances•Strict adherence to credit terms •Bi-annual post results meetings with bank credit teams•Ongoing pro-active interactions with all financialproviders and rating agency•Covenants compliance disclosure to funders•Credit policies communicated to customers•Ongoing interaction with customers to understandfinancial status
Societalrelationships Key stakeholder issues How we engage
Communities •Attracting employees from areas we operate in•Active contribution to improve the areas weoperate in•Community engagement and support of ourbusinesses from areas we operate in •Recruitment of employees from areas we operate in•Collective engagement in industry bodies•CSI initiatives and staff engagement with communitiesin areas we operate in

ENVIRONMENTAL, SOCIAL AND GOVERNANCE OVERVIEW

We aim to effectively manage the consequences of our activities and actively strive to lessen the impact we have on the environment, uphold our commitment to our social responsibility and maintain the highest standards of governance. We believe that our commitment to all stakeholders, secures stakeholder trust and our reputation as a good corporate citizen to invest in, do business with and work for.

Environment

  • Harness cleaner energy (solar panels and batteries, cleaner generators)
  • Rainwater harvesting systems
  • Replace diesel forklifts with battery operated forklifts
  • Reduce waste, recycling opportunities

Social

  • Enhance our procurement processes to direct more spend to B-BBEE compliant businesses within our controllable spend parameters, and deliver supplier and enterprise development initiatives for black-owned small and medium-sized enterprises (SMEs)
  • Maintain our B-BBEE rating at Level 3
  • Apply stringent quality controls to ensure high-quality workshop services.
  • Maintain our long-standing relationships with our partners on our CSI initiatives

Governance

  • Conduct an internal ESG assessment to identify ESG areas of improvement
  • Assign key performance indicators to ESG focus areas, including more informed targets
  • Ensure personal information and data is protected and proprietary systems are fit for purpose

ANNUAL FINANCIAL STATEMENTS GENERAL

ESG (continued)

NATURAL CAPITAL

enX strives to continue to review the efficiency of our operational processes and to conserve electricity, water, and other raw materials. While we are not a material direct carbon and water-intensive business, we are committed to conducting our business with respect to the environment and to utilise natural resources responsibly. Through the implementation of environmental management systems and employee training, we continue to effectively manage our natural capital.

At Eqstra our customers, as the users of the vehicles, are classified as scope 1 users and are responsible for recording and disclosing the carbon and environmental impact. Eqstra is classified as a

scope 3 user as the emissions resulting from the lease activities are outside the control of Eqstra. We acknowledge that our business of leasing vehicles, that produce emissions, has a major impact on the environment and therefor, where possible, we guide our customers to use more fuel-efficient alternatives.

Within the forklift space, EIE SA also has a material lease and rental component. As above, EIE SA is classified as a scope 3 user and the customer a scope 1 user. EIE SA continues to engage with our OEMs to focus on the development of more environmentally friendly battery-operated forklifts. We also promote these alternative solutions when selling to customers.

WAG is a reseller and distributor of polymer, rubber, fillers and specialised chemicals. As a company we are aware that our raw products are used to manufacture products that could have a negative impact on the environment. We partner with our customers, where possible, to support more environmentally friendly solutions to traditional packaging. We support and encourage recycling of the finished goods.

Austro is a distributor of woodworking machinery and as a company has very little natural capital impact.

AG Lubricants cross and up sell to customers a portfolio of ExxonMobil branded lubricants, combining technical expertise to deliver improved energy efficiency, enhanced equipment life and better performance to our customers. As a distributor we are not the direct user of lubricants and as such classified as a scope 3 user. We are a proud supporter of The ROSE Foundation, a national non-profit organisation established to promote and encourage the environmentally responsible management of used oils and related waste in South Africa. Funded by the major stakeholders in the lubricants industry, to enable them to meet their environmental and extended producer responsibilities, ROSE proves that sustainable recycling protects the environment and creates widespread employment opportunities.

New Way Power is also regarded as a scope 3 user and the customers scope 1 users of emissions. As a business we are committed to technological innovation in providing total energy solutions from one of the largest dedicated assembly facilities in Africa. We are acutely aware of the environmental impact our product, generators, have on the environment, hence our aim to develop and build generators that use less fuel and reduce noise pollution. We recently expanded our product range to include greener energy solutions and full turn-key solutions to our customers' alternative power needs.

2021 Electricity (kva) Water (l) Fuels (l) Oils (l)
Eqstra* 1 500 106 5 760 971 510 000 13 587
EIE SA 1 354 420 17 500 1 604 550 183 985
Austro 101 916 2 912 108 236
New Way Power 439 680 4 240 1 131 943 22 910
AG Lubricants 338 664 3 882 1 431 217
WAG 10 355 212 11 284 111

*Eqstra previously only reported on office building consumption and excluded workshops, wash bays and branches.

ESG (continued)

NATURAL CAPITAL (continued)

2020 Electricity (kva) Water (l) Fuels (l) Oils (l)
Eqstra 1 295 448 14 358 90 991 17 162
EIE SA 1 380 803 22 328 1 704 902 208 572
Impact Handing (UK) 493 886 3 781 595 576 8 458
Austro 89 763 1 119 138 260
New Way Power 327 195 4 291 154 624 37 993
AG Lubricants 568 807 8 866 1 177 623
WAG 11 178 229 153 311 120

In FY21, some of the highlights include:

• New Way Power established ZTC environmental waste management services, focusing on recycling and reducing the carbon footprint. ZTC supports the ROSE Foundation, in disposal of used oils and rebates of waste materials.

• EIE SA implemented a GHG Calculation and Carbon neutral initiative. It is ISO 9001, 14001 and 45001 certificated.

• AG Lubricants: ISO 9001:2015 and ISO 14001:2015 accreditations are in place. AG Lubricants implemented an environmental Go Green initiative, which focuses on recycling plastics and cardboard.

OUR GROUP

OUR PERFORMANCE ANNUAL FINANCIAL STATEMENTS GENERAL

SOCIAL

Transformation remains an imperative for our business to deliver on our human capital strategy and create shareholder value. As a group we continuously endeavour to create sustainable transformation, which includes an apprenticeship program, intern and graduate programmes, disabled learnerships, and succession plans for talent retention.

At an operating level, business units are committed to the monitoring and management of their B-BBEE scorecards to drive transformation. This also forms part of the KPI of each CEO.

B-BBEE Scorecard

The following table represents the B-BBEE scorecard for the enX Group at the end of the financial year:

Element 2021 2020
Ownership 25/25 25/25
Management control 7.31/19 7.11/19
Skills development 16.96/20 16.04/20
Enterprise and supplier development 36.34/40 31.40/40
Socio-economic development 5/5 5/5
Overall score 90.61 84.55/109

The 2021 level 3 B-BBEE rating was achieved in November 2021 and new verification process is ongoing at the time of this report.

EMPLOYMENT EQUITY

The group has an employment equity policy, which affirms our commitment to eliminating any discrimination and ensuring equitable treatment for all. The policy further commits enX to ensuring adequate skills development opportunities and being cognisant of employment equity in all recruitment practices. Training and upskilling are ongoing, improving our ability to promote talent from within. Senior and top management remain a challenge due to the contraction of job creation opportunities. The group has recruitment policies that are guided by employment equity plans to ensure the group meets its transformation targets.

The detailed employment equity breakdown is set out below:

MALEFEMALE FOREIGNNATIONALS
Occupational levels A C I W A C I W Male Female Total
Management 14 8 23 87 7 7 12 51 3 1 213
Non-management 617 149 77 261 271 83 45 141 17 10 1 671
Total permanent 631 157 100 348 278 90 57 192 20 11 1 884
Temporary employees 1 1 - 2 6 - 1 2 - - 13
Grant total 632 157 98 350 284 90 58 194 20 11 1 897
Percentage representation
% 33 8 5 19 15 5 3 10 1 1 100

ESG (continued)

SOCIAL (continued)

PREFERENTIAL PROCUREMENT

The group's procurement policy encourages the increased participation of black businesses in procurement activities. Our procurement spend for 2021 totalled R2.6 billion, of which 52% was categorised as controllable. Within our controllable spend:

  • R662 million was with >51% black-owned businesses
  • R558 million was spent with 30% black women-owned businesses
  • R130 million was with exempt micro enterprises and qualifying small enterprises

ENTERPRISE DEVELOPMENT

Our long-term association with Nozala, a black female-owned enterprise, continues as an active shareholder in Amasondo Fleet Management Proprietary Limited. The entity focuses on providing fleet solutions for predominantly parastatal and government organisations.

Education is an important means to uplift poor communities. The conditions however, in which learning takes place sometimes needs intervention from outside to provide the necessary resources to make the learning space suitable.

EIE SA selected three primary and one high school in the Buffalo City municipal area in the Eastern Cape to roll out a sanitation project in FY 2021. In total we provided the schools with sixty-two toilets and urinals for the learners and teachers. Approximately 750 learners and 27 teachers have benefitted from the R1.6 million investment in infrastructure. Covid protocols are easier to follow with the additional installation of 48 wash basins and taps.

In addition, this project provided members of the community the opportunity to learn essential plumbing and business skills. They will be able to use their newfound skills by providing plumbing services in the area. To ensure that our investment is well cared for, the top plumber from this project will be hired on an ad hoc basis to perform basic maintenance services.

EIE SA aims to continue to transform the dire circumstances in which many people live and restore dignity and respect.

SOCIAL INVESTMENT

With the multitude of challenges facing the communities from which we recruit our employees, the group continues to support local communities through various corporate social investment (CSI) programmes. During the year the group approved a social investment policy, focussing on areas we operate in and primarily education and community upliftment projects. The group spent a total of R3.6 million (2020: R3.4 million) on CSI projects during the year:

Some of our highlights include:

  • Clover Mama Africa project, which identifies women who are already making a difference in their communities and helps then to become self-sustaining women with skills they can derive income from, to support orphaned and abused children. We have supported this project since 2011;
  • Theo Jackson Scholarship fund, which aims to uncover the talents of disadvantaged boys who come are either orphaned or single parent homes. We have been part of this initiative since 2021;
  • Embomini Primary School is based in Ivory Park, Tembisa. Eqstra has adopted the school from 2018 and continues to aid the 2 700 children with various project donations;
  • Back up power solutions provided to Holocaust Centre, Psychiatric Hospital and Epworth;
  • Various schools benefitted in scholar sponsorships such as Bedford Country, Kirkwood High, Winterberg High, Letsibogo Girls High; and
  • Sanitation project benefitted Masibonisane Secondary and Jubisa Primary schools.

OUR GROUP ACTING

OUR PEOPLE

The COVID-19 pandemic coupled with recent unrest in KZN and Gauteng emphasised the importance of our people once again. Our focus in the past year has been on safeguarding our employees against COVID-19 while ensuring continuity of operations and driving the recovery of our business.

Our people are the heart of the group, and their compassion towards our stakeholders' needs during these difficulties differentiates us from our competitors.

People relations are managed at an operational level with each business CEO tasked with achieving the group's objectives in the way that they see best. We continue to grow our talent and offer equality in our work environments, career development opportunities, and creative initiatives that inspire the best in our people.

UNPACKING OUR STAFF PROFILE

The following is a summary of the group's headcount for the year under review:

2021 2020
EIE SA 1 042 1 045
New Way Power 181 173
Austro 75 66
Eqstra 422 379
AG Lubricants 125 93
WAG 43 42
enX Group 9 7
Total 1 897 1 805

A business ethics policy is in place, and all employees are required to bring the group's Core Values into their day-to-day activities. enX is an equal opportunities employer and discrimination of any form is not tolerated. There is a disciplinary and grievance policy in place, which is communicated to all employees and outlined in their contracts of employment.

COVID-19 heightened our reliance on technology as most operations moved towards a hybrid workforce model. Businesses supported a work from home, where practical, approach and social distancing was maintained at all operations.

The pandemic caused not only business disruption, but also impacted our employees and their families at a personal level. Various support structures have been put in place to address the psychological impact the last two years had on our people. From a human capital and health and safety perspective, we closely monitor all positive COVID-19 cases internally. We sadly lost 11 employees due to COVID-19 since the start of the pandemic. We continue to communicate regularly with our employees to maintain engagement and motivation during uncertainties. We have also begun a vaccination drive internally to promote a safer environment for our staff and visiting customers.

TRAINING AND DEVELOPMENT

The pandemic created the need for a more dynamic skills and talent planning process. Traditional face-to-face training had to adapt to this new reality and become more virtual. In total the group spent R29.8 million on training during the year.

  • Eqstra employees received 54 077 hours of training, costing R5.8 million during 2021. The training included three employed learnerships, 16 internships, 4 disable interns and 12 bursaries.
  • New Way Power had four learnerships during the year.
  • EIE SA had 63 apprenticeships during 2021 and spend R22.8 million on training, including salaries of apprentices.

OUR PEOPLE (continued)

LABOUR RELATIONS

Every employee has the right to be a member of a union. The group maintains open lines of communication with the unions and is proactive in addressing concerns. This reflects in the zero incidence of labour unrest during the financial year. In October 2021, just post the financial year, the country was impacted by national strike lead by NUMSA demanding higher increases from the Metals and Engineering Industries Bargaining Council.

HEALTH AND SAFETY

Our approach is to create shareholder value by having a responsible attitude towards people and the environment. The company is committed to our excellence in managing these areas through our safety, health, environment, and quality (SHEQ) function. Employees throughout the organisation take personal responsibility for SHEQ and are expected to demonstrate this with their day-to-day behaviours to maintain a zero-harm environment.

COVID-19 protocols are embedded at all our operations and adhering to health authorities' guidelines to prevent and minimise the potential spread of the virus.

LISTEN, THINK, RESPOND

Understanding leads to better communication and outcomes

POWER IS CREATED THROUGH SHARED KNOWLEDGE

Sharing our collective experiences, builds long term trust relationships

OWN YOUR ACTIONS

Making the business your own. Take responsibility and be accountable, no excuses

EXCELLENCE WITH URGENCY

Doing it right the first time, on time

CHALLENGE THE WAY 'ITS ALWAYS BEEN DONE'

Allowing creative ideas resulting in innovative solutions, to keep us ahead

WORK TO INSPIRE, WORK TO RESPECT

Inspiration grows our business. Trust and respect forms our foundation

SOCIAL AND ETHICS COMMITTEE REPORT

REFLECTIONS ON THE YEAR IN REVIEW

The year 2020 ushered change all over the world, and necessarily impacted the way that we conduct our business, not least in terms of our engagements with social and ethical matters. The impact of COVID continued into 2021, and as we have adjusted to the "new normal", we have been reminded frequently of the fragility of our operating environment and the importance of our people's safety. Care for our employees, and our commitments to social and economic development and good corporate citizenship remain our highest priorities.

We continued to engage with key sustainability issues as we emerged from a year of great uncertainty. Remote working environments highlighted the importance of continued stakeholder engagement comprising a broad range of customers, suppliers, lenders and employees, as many of the traditional ways of work were altered and our reliance on communication and connection often facilitated only by technology grew.

In addition, the group consistently worked towards achieving its stated sustainability targets, and particular attention was given to standardising sustainability metrics across the various business units in the group, and monitoring progress on our Social, Human and Natural Capitals, which are reflected in this report.

Acting sustainably on page 47 to 56.

Mandate, composition, and activities of the SEC

The social and ethics and ethics committee of enX executes the duties assigned to it by the Companies Act and is responsible for ensuring that the company discharges its duties as a responsible corporate citizen. Importantly, the SEC sets the tone in respect of the board's approach to the ethical conduct of business. This includes establishing ethical guidelines for staff on engaging with stakeholders, interacting with the environment, and building the long-term sustainability of the business

The SEC is chaired by independent non-executive director Lerato Molefe and further comprises Paul Baloyi and Oyama Mabandla. Key executives from operations are also regularly invited to meetings and make contributions where required. During the past year, particular focus was placed on updating and enhancing our policies and procedures, strengthening responsible citizenry in respect of our community and our suppliers, and maintaining the safety of our employees throughout the pandemic.

Corporate governance on page 33 to 34.

The SEC also monitors the group's activities regarding relevant legislation and prevailing codes of best practice in respect of the following:

  • Social and economic development, including the group's standing in terms of the:

    • 10 principles set out in the United Nations Global Compact Principles; and
    • OECD recommendations regarding corruption;
  • Employment Equity Act;

  • Broad-based Black Economic Empowerment Act;

  • Good corporate citizenship, including the group's:

    • promotion of equality, prevention of unfair discrimination and reduction of corruption;
  • contribution to development of the communities in which our activities are predominantly conducted or within which our products or services are predominantly marketed; and – record of sponsorship, donations and charitable giving;

  • Environment, health and public safety, including the impact of the group's activities and its services;

  • The continual quality improvement of existing products and services and the development of new ones;

  • Customer relationships, including the group's advertising, public relations and compliance with consumer protection laws; and

  • Labour and employment, including the group's:

    • standing in terms of the International Labour Organisation Protocol on decent work and working conditions;
    • improving overall relationships with employees;
    • development of our employees' well-being;
    • employment relationships and our contribution towards the skills and educational development of our employees; and
    • corporate values and ethical standards and ensuring that the company takes measures to encourage adherence to these in all aspects of the business.

Management reports to the SEC on matters relevant to its mandate and the SEC in turn draws relevant matters to the attention of the board and reports on them to the shareholders in the integrated report.

No human rights violations or incidents of bribery or corruption were reported. enX does not employ child labour within its operations. The group recently conducted a staff survey to understand staff's view of management support and we strive to live the principles set by the UN Global Compact. It is important to us that these values are embedded in the way we conduct business and how we treat our staff.

The SEC reviewed internal mechanisms to encourage ethical behaviour such as the Code of Ethics during the year and awareness campaigns launched to reinforce the implementation of these initiatives.

The group continues to track its engagement with all major stakeholders. Each business unit CEO has the responsibility to monitor their unit's relationship with key stakeholders to his/her business.

CONCLUSION

The group takes its social, ethics, governance, safety, health, and environmental responsibilities seriously. Appropriate policies, plans and programmes are in place to support the group's commitment to acting as a responsible corporate citizen and the SEC is not aware of any substantive non-compliance with legislation and regulation, or non-adherence with codes of best practice relevant to the areas within the our mandate. The SEC has no reason to believe that any such noncompliance or non-adherence has occurred.

L Molefe Social and ethics committee Chairman

22 November 2021

SUMMARISED CONSOLIDATED ANNUAL FINANCIAL STATEMENTS

06

Audit and risk committee report 59
Summarised consolidated statement of financial position 63
Summarised consolidated statement of profit or loss and othercomprehensive income 64
Headline earnings 66
Summarised consolidated statement of changes in equity 67
Summarised consolidated statement of cash flows 67
Summarised consolidated segmental analysis 68
Notes to the summarised consolidated annual financial statements 70

OUR

OUR

AUDIT AND RISK COMMITTEE REPORT

for the year ended 31 August 2021

Dear Shareholder

The Audit and risk committee ("ARC" or "the committee") has pleasure to present on behalf of the committee an overview of the activities performed during the financial year ended 31 August 2021. The ARC has reporting responsibilities to both shareholders and the board and is accountable to both.

The committee is constituted as a statutory committee of the group in terms of the Companies Act. Its operations are guided by a formal "Terms of reference" that are in line with the Companies Act and are approved by the board, as and when it is amended. The committee's activities and constitution are aligned to the King IV Report on Governance. An annual work plan is drawn up to incorporate these obligations and progress is monitored to ensure all these are fulfilled. This process is supported by the audit sub-committees in all operating segments and subsidiaries. These sub-committees meet in terms of formal mandates which deal with issues arising at the operational segment or subsidiary level and are chaired by the group CFO. These committees provide formal feedback to ARC. The committee hence acts for enX Group Limited ("the company") and its consolidated subsidiaries ("the group").

MEMBERSHIP

During the course of the year, the membership of the committee comprised solely of independent non-executive directors. The board of enX continues to believe that these members collectively possess the skills and knowledge to oversee and assess the strategies and processes developed and implemented by management to ensure that financial data is materially accurate and internal controls were effective. They are:

  • B Ngonyama (Chairman);
  • V Jarana; and
  • L Molefe

Shareholders voted in favour of these members at the previous AGM and are requested to re-appoint the current members at the next AGM scheduled for 20 January 2022.

All members attended all four meetings held during the year.

In addition to the committee members, the CEO and CFO, internal and external auditors, Chief Investment Officer and relevant senior managers attend ARC meetings by invitation. The company secretary acts as secretary at these meetings.

The committee members conducted a self-assessment of their performance and effectiveness during the year. It was noted that recent changes in the internal audit structure still requires more focus. The committee is, however, satisfied that it has fulfilled its duties as contained in its terms of reference.

OBJECTIVES AND SCOPE

The objectives of the ARC are as follows:

Financial reporting:

  • to assist the board in discharging its duties relating to the safeguarding of assets and the operation of adequate systems and controls;
  • to monitor and review accounting policies of the group and propose revisions and significant and unusual transactions, estimates and accounting judgements;
  • to monitor and review the effectiveness of the internal control environment;
  • to provide oversight of the group's financial reporting controls framework implemented by management as contemplated by the JSE Listings Requirements paragraph 3.84(k), including consideration of reported deficiencies in design and operational effectiveness of internal financial reporting controls and any fraud involving directors if applicable, together with necessary remedial actions instituted;
  • to review the appropriateness of the risk appetite of the group;
  • to review and monitor the adequacy and effectiveness of the group's enterprise-wide risk management policies, processes and mitigating strategies;
  • to ensure that the company has established appropriate financial reporting procedures and that these procedures are operating;
  • to control reporting processes and the preparation of accurate reporting of the annual financial statements in compliance with the applicable legal requirements and accounting standards; and
  • to monitor the integrity of the group's integrated annual reporting and to consider all factors and risks that may impact on the report.

Risk and combined assurance:

  • to provide a forum for discussing business risk and control issues and to develop recommendations for consideration by the board; and
  • to oversee the application of a combined assurance model to ensure a coordinated approach to all assurance activities.

Internal audit and internal controls:

  • to oversee the activities of internal audit and monitor and review the effectiveness of the internal audit function; and
  • to approve the internal audit plan and subsequent changes to the plan.

Governance:

  • to perform duties which are attributed to it by the Companies Act, the JSE and King IV;
  • to monitor the governance of information technology (IT) and the effectiveness of the group's information systems (further details in the governance section); and
  • to evaluate the committee's effectiveness.

AUDIT AND RISK COMMITTEE REPORT (continued)

for the year ended 31 August 2021

External auditor:

  • to nominate the appointment of the independent external auditor to shareholders;
  • to review and approve the terms of engagement of the external auditor;
  • to approve the external auditor's remuneration;
  • to pre-approve all non-audit services in line with the formal policy on non-audit services. Fees for non-audit services amounted to R1.1 million (2020: R2.3 million);
  • to assess the external auditor's independence; and
  • to assess the effectiveness of the group's external audit function.

The ARC's current year activities including:

  • reviewing its terms of reference and work plan to ensure compliance with the relevant provisions of the Companies Act and King IV recommendations with respect to audit committees;
  • reviewing reports from both internal and external auditors concerning the effectiveness of the internal control environment, systems and processes;
  • reviewing reports from both internal and external auditors detailing concerns arising from their audits and ensured appropriate responses from management;
  • formulation of recommendations to the board of directors regarding corrective actions to be taken as a consequence of audit findings;
  • reviewing significant judgements and unadjusted differences resulting from the audit;
  • review of the company's interim results for the six months ended 28 February 2021 and annual financial statements for the year ended 31 August 2021 taking into account ongoing recommendations made by the JSE's proactive monitoring committee to public issuers. The committee ensured that appropriate actions were taken to apply the recommendations made by the JSE on those matters to the extent required. The committee and company continue to be committed and to practice the highest standards of financial disclosure. The committee has satisfied itself that appropriate financial reporting procedures are in place and operating.
  • recommendation of the following publicly disclosed information for adoption by the board:
    • the consolidated and separate annual financial statements for the year ended 31 August 2021;
    • the interim results for the six months ended 28 February 2021; and
    • trading statements and other SENS announcements.

DISCHARGE OF DUTIES FOR THE 2021 FINANCIAL YEAR

In the execution of its statutory duties in terms of the Companies Act, the King Code and in accordance with its terms of reference, the committee effectively discharged its responsibilities and objectives during the past financial year.

EXTERNAL AUDIT

The committee satisfied itself that the appointment of the external auditor has been made in accordance with the provisions of section 22 of the JSE Listings Requirements and that all requisite information in this regard has been received to enable it to arrive at this consensus.

The committee considered the effectiveness, independence and objectivity of the external auditor Deloitte & Touche and Ms T Lavhengwa, in their respective capacities as the company's appointed external audit firm and designated auditor and ensured that the scope of the additional services provided did not impair its independence.

The committee satisfied itself that the external auditor of the group is independent, as defined by the Companies Act.

The ARC, in consultation with executive management, agreed to an audit fee for the 2021 financial year. The fee is considered appropriate for the work conducted. Audit fees are disclosed in note 20 to the consolidated annual financial statements.

A formal procedure and policy are in place to consider the provision of non-audit services by the external auditor. This work is reviewed by the committee. In terms of the policy all fees above R1 million need to be approved by the committee. The committee receives a quarterly update of non-audit fees and is comfortable that the external auditor's independence has not been compromised by the performance of non-audit services.

The committee reviewed and approved the FY2021 external audit plan. The committee met with the designated audit partner, without management present, before meetings and was briefed throughout the year on general matters relating to the auditing and accounting that may impact enX as well of matters concerning the group and the audit process in particular. All matters of concern which were raised, have been appropriately dealt with. The committee confirmed that the external auditor has executed its audit responsibilities in accordance with International Standards on Auditing and had functioned in accordance with its mandate for the 2021 financial year. No matters of concern regarding the performance of the external auditor were noted by the committee.

The ARC reviewed the performance of the external auditor and nominated, for approval at the next AGM, Deloitte & Touche as the external auditor for the 2022 financial year, with Ms T Lavhengwa as the designated auditor. The amendments to the JSE Listings Requirements, effective 15 October 2017, regarding the new auditor accreditation process were also considered. Deloitte & Touche was first appointed designated auditor to enX for the 2017 financial year and Ms Lavhengwa in 2021.

INTERNAL AUDIT

Internal audit is a key assurance component within enX. The internal audit function has been restructured from an outsourced arrangement to an internal function. The function has been set up to report independently from management and has a direct reporting line to the chair of the audit and risk committee with an administrative reporting line to the CFO. As the function is new, the audit and risk committee will consider the effectiveness of internal audit in the following year. A large portion of the 2021 year

plan focused on implementing a structure to support CEO and CFO controls sign off in terms of paragraph 3.84(k) of the JSE Listings Requirements.

The following functions were performed and reported on:

  • Evaluating the effectiveness of internal controls over financial reporting and internal controls in general;
  • Reviewing the governance of IT within the group;
  • Assessing the governance of risk in line with the Combined Assurance Framework; and
  • Report findings to management and the committee and monitoring the remediation of all significant deficiencies reported.

The manager in charge of internal audit reports functionally to the chair of the audit and risk committee and administratively to the CFO. The audit and risk committee considered the role and recommended certain improvements regarding the effectiveness of the internal audit function.

The committee has an interest in risk management as a result of its responsibility for internal controls. ARC has therefore also satisfied itself that the level of unmitigated risk, both individually and in totality, are within the risk appetite of the group, and that there is sufficient assurance provided to manage risk and the control environment through both internal and external assurance providers.

ADEQUACY AND FUNCTIONING OF INTERNAL CONTROLS

To meet the group's responsibility to provide reliable financial information, the group maintains financial and operational systems of internal control. These controls are designed to provide reasonable assurance that transactions are concluded in accordance with management's authority, that the assets are adequately protected against material losses, unauthorised acquisition, use or disposal and that those transactions are properly authorised and recorded.

ARC received feedback from management on the work rolled out in the current year to support the CEO and Financial director sign off on internal controls, as required by paragraph 3.84(k) of the JSE Listings Requirements. This paragraph requires a statement by the CEO and Financial director to confirm that the internal financial controls been put in place to ensure that material information of the group has been provided to effectively prepare the group's financial statements.

The group has adopted a "Top Down and Bottom Up" approach to internal financial reporting risks and controls whereby material reporting risks and controls at the group's reporting and those in place at underlying businesses, have been identified and documented. Internal financial reporting risks were identified and documented across key reporting processes as well as at an entity level.

ARC is satisfied that the internal financial controls are adequate and effective to assist in compiling the audited consolidated and separate annual financial statements. Where deficiencies in design and operational effectiveness of the internal financial controls have been noted, they have been disclosed to the committee and external auditors, together with the necessary remedial actions instituted.

The committee is satisfied that none of these deficiencies had a material effect for the purposes of the preparation and presentation of the audited consolidated and separate annual financial statements for the year ended 31 August 2021.

The group's delegated management remain committed to ongoing improvements ensuring that the control environment remains sound for reliable audited consolidated and separate annual financial statements and safeguarding of the group's assets.

FINANCIAL REPORTING

The committee ensures that the financial reporting to stakeholders fairly presents the state of affairs of the group which includes the audited consolidated and separate annual financial statements.

The audit and risk committee, among other matters:

  • confirmed the going concern as the basis of preparation of the audited consolidated and separate annual financial statements;
  • ensured that the audited consolidated and separate annual financial statements fairly present the financial position of the group and of the company as at the end of the financial year and the results of the operations and cash flows for the financial year;
  • considered the basis on which the group and the company, was determined to be a going concern;
  • considered the appropriateness of the accounting policies adopted and changes thereto;
  • reviewed the external auditors' audit report and key audit matter included;
  • reviewed the representation letter relating to the audited consolidated and separate annual financial statements, which was signed by senior management;
  • considered any problems identified and reviewed any legal and tax matters that could have a significant impact on the audited consolidated and separate annual financial statements;
  • considered accounting treatments, significant unusual transactions and accounting judgements;
  • had unrestricted access to the financial information of the group and assessed whether the group has established appropriate financial reporting procedures at the group and subsidiary levels; and
  • was able to satisfy itself that the group has the appropriate financial reporting procedures in terms of the JSE Listings Requirements paragraph 3.84(g).

PRO-ACTIVE MONITORING

The audit and risk committee hereby confirms that the findings contained in the JSE Proactive Monitoring reports from 2011 to 2020, thematic reviews, common findings reports, and the JSE and IASB COVID-19 letters and documents were taken into account when preparing the audited consolidated and separate annual financial statements, as well as the preliminary summarised audited consolidated financial statements for the year ended 31 August 2021.

AUDIT AND RISK COMMITTEE REPORT (continued)

for the year ended 31 August 2021

TECHNOLOGY AND INFORMATION GOVERNANCE

The board mandated the committee to provide oversight over technology and information (IT) governance. As such, the committee oversaw the implementation and review of all relevant IT governance mandates, policies, processes and control frameworks while ensuring compliance with the standards adopted by the group.

In order to assist the committee, in the discharge of its duties in respect of IT governance, an IT steering committee is mandated with the executive oversight of IT governance. The steering committee ensures that the IT strategy supports the business goals and objectives as well as the sustainability objectives of the group. The steering committee is responsible for the implementation of, and measurement against, the IT governance framework and other related initiatives, in conjunction with the other existing oversight bodies.

WHISTLE-BLOWING

ARC received quarterly updates on any tip-offs received through the whistle-blowing process. Reports received and investigated did not reveal any malpractice relating to accounting practices, internal controls, internal audit function or the content of the group's financial statements.

REVIEW OF CFO AND FINANCIAL FUNCTION

As required by the JSE Listings Requirements, the committee has satisfied itself that the CFO, Mr. Robert Lumb has the appropriate expertise and experience to fulfil his role and responsibilities. In addition, ARC satisfied itself that the composition, experience and skill set of the finance function met the group's requirements.

KEY AUDIT MATTERS AND SIGNIFICANT ACCOUNTING JUDGEMENTS AND ESTIMATES

The audit and risk committee has considered the key audit matters as outlined in the external auditors' report. These matters have been covered in the significant areas of judgement below.

In arriving at the figures disclosed in the audited consolidated and separate annual financial statements, there are many areas where judgement is required. These are outlined in note 1.17 - Critical accounting judgements, estimates and assumptions to the audited consolidated and separate annual financial statements. The committee has considered the quantum of the assets and liabilities on the consolidated statement of financial position and other items that require significant judgement.

The following items were considered:

  • Impairment of intangible assets;
  • Residual values of leasing assets;
  • Recoverability of deferred tax assets in respect of future taxable profits;
  • Impairment of assets;
  • Revenue recognition on vehicle maintenance plans; and
  • The accounting treatment and financial statement disclosure surrounding disposal group held for sale and discontinued operations.

Key areas of estimates and uncertainty relate to:

  • Valuation of contract liability and the maintenance revenue recognition; and
  • Disposal of EIE SA.

In making its assessment in each of the above areas, the audit and risk committee questioned senior management and examined the external auditors' report in arriving at their conclusions. ARC reviewed the disclosures, considered the procedures undertaken by the senior management and were satisfied that sufficiently robust processes were followed with regards to the judgements relating to the above items.

QUALITY OF EARNINGS

The reconciliation of the attributable profits to headline earnings is outlined in note 24 – Earnings per share.

CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS

The ARC has reviewed the consolidated and separate annual financial statements for the year ended 31 August 2021, which comply, in all material aspects, with the requirements of the Companies Act, King IV and IFRS. The committee evaluated the significant estimates and judgements as reporting decisions. Based on documents presented and recommendation to the committee, the committee supported the going concern basis of accounting and concluded that it is appropriate. The committee has therefore recommended the consolidated and separate annual financial statements of enX for the year ended 31 August 2021, as set out on pages 15 to 88, for approval to the board. The board has subsequently approved these annual financial statements, which will be available for discussion at the forthcoming AGM.

CONCLUSION

After considering the above, the ARC is of the opinion that it has appropriately addressed its responsibilities in terms of its charter, internal controls, financial accounting controls and stakeholder reporting.

B Ngonyama Chair of the audit and risk committee

3 November 2021 Sandton

OUR

ACTING

OUR

SUMMARISED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

as at31 August 2021R'000 as at31 August 2020R'000
ASSETS
Non-current assets 3 185 840 7 019 397
Property, plant, equipment and right of use assets 259 561 621 446
Leasing assets 2 769 789 6 087 417
GoodwillIntangible assets –33 375 92 46173 308
Investment in associate 103 852 70 916
Unlisted investments and loans 851 9 175
Deferred taxation 18 412 60 050
Trade, other receivables and derivatives 4 624
Current assets 2 334 733 3 592 610
Trade, other receivables and derivatives 810 697 1 064 879
Inventories 665 356 1 622 021
Taxation receivableBank and cash balances 2 663856 017 19 801885 909
Disposal group held for sale 2 794 679
Total assets 8 315 252 10 612 007
EQUITY AND LIABILITIES
Capital and reserves 2 661 950 2 497 447
Stated capital 3 134 092 3 134 092
Other reserves (733 554) (595 867)
Accumulated profits/(loss) 224 597 (75 261)
Equity attributable to equity holders of the parentNon-controlling interests 2 625 13536 815 2 462 96434 483
Non-current liabilities 2 046 164 4 159 009
Interest-bearing liabilities 1 700 071 3 620 250
Lease liabilities 93 415 95 741
Employee benefits 1 179 5 090
Deferred taxation 251 499 437 928
Current liabilities 1 493 253 3 955 551
Interest-bearing liabilitiesDeferred vendor consideration 359 556– 2 241 02833 895
Lease liabilities 30 584 115 675
Trade, other payables, provisions and derivatives 1 083 882 1 536 226
Taxation payable 19 231 23 350
Bank overdrafts 5 377
Liabilities associated with disposal group held for sale 2 113 885
Total equity and liabilities 8 315 252 10 612 007
Supplementary information:Number of shares in issue 182 312 650 182 312 650
Weighted number of shares in issue (net of treasury shares) 181 366 763 181 017 311
Net asset value per share (cents)# 1 447 1 361
Net tangible asset value per share (cents) 1 434 1 280

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

SUMMARISED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

For the year ended31 August 2021R'000 Restated*for the year ended31 August 2020R'000
Continuing operationsRevenueCost of sales 4 334 591(2 934 691) 3 867 230(2 632 370)
Gross profitExpected credit lossesOperating expenses 1 399 90028 384(1 086 675) 1 234 860(29 375)(1 095 037)
Operating profit before items listed belowImpairment of goodwill, intangible assets and property, plant and equipmentAdjustment on deferred vendor consideration 341 609(1 721)– 110 448(318 170)(30 688)
Operating profit before net finance costs and earnings from associateNet finance costs 339 888(151 757) (238 410)(195 999)
Interest receivedInterest expense 6 902(158 659) 13 678(209 677)
Share of profits from associate 32 936 11 711
Profit/(loss) before taxationTaxation 221 067(55 593) (422 698)102 011
Profit/(loss) after taxation 165 474 (320 687)
Attributable to:Equity holders of the parentNon-controlling interests 163 1422 332 (320 226)(461)
Net profit/(loss) after taxation ("PAT") 165 474 (320 687)
Discontinued operationsProfit/(loss) for the year from discontinued operations 136 716 (192 243)
Net profit/(loss) after taxation ("PAT") 302 190 (512 930)
Attributable to:Equity holders of the parent 299 858 (512 469)
Continuing operationsDiscontinued operations 163 142136 716 (320 226)(192 243)
Non-controlling interests 2 332 (461)
Net profit/(loss) after taxation 302 190 (512 930)
For the year ended31 August 2021R'000 Restated*for the year ended31 August 2020R'000
Other comprehensive income/(loss) net of taxation:
Profit/(loss) after taxation 302 190 (512 930)
Items that may be reclassified subsequently to profit or loss:
– Foreign currency translation reserve (95 870) 102 941
Total comprehensive income/(loss) 206 320 (409 989)
Attributable to:
Equity holders of the parent 203 988 (409 528)
Non-controlling interests 2 332 (461)
Total comprehensive income/(loss) 206 320 (409 989)
Profit/(loss) per share from continuing operations
Basic earnings/(loss) per share (cents) 90 (177)
Diluted earnings/(loss) per share (cents)** 90 (177)
Headline earnings/(loss) per share (cents) 91 (23)
Profit/(loss) per share from discontinued operations
Basic earnings/(loss) per share (cents) 75 (106)
Diluted earnings/(loss) per share (cents)** 75 (106)
Headline earnings per share (cents) 117 3

* During the year the group entered into an agreement with Aprolis Holdings SAS to divest its ownership in Impact Handling (UK). This divestment was effective from 14 June 2021 and resulted in Impact Handling (UK) being recognised as a discontinued operation in 2021. Furthermore during the year the Group entered into an agreement with CFAO South Africa to divest its ownership in EIE SA. This resulted in EIE SA being recognised as a discontinued operation as at 31 August 2021. Therefore the statement of profit or loss and other comprehensive income for 2020 has been represented in accordance with IFRS 5 to take into account the two disposals.

The consolidated statement of profit or loss presented for the year ending 31 August 2020 erroneously presented items of income and expense as a hybrid of function and nature. The consolidated statement of profit or loss has been restated to present items of income and expense by their function as IAS 1 Presentation of Financial Statements requires that these items be presented by either their function or by their nature. The comparatives have accordingly been restated and the operating profit or loss before taxation as presented in the segmental report. In addition, IAS 1 Presentation of Financial Statements requires expected loss allowances to be presented on the face of the statement of profit or loss. The comparatives have been restated to reflect such disclosure. This has no impact on the net loss reported in the comparative year and the resulting earnings measures.

The dilutionary instruments in issue have an anti-dilutionary effect in the prior year.

HEADLINE EARNINGS

For the yearended31 August 2021R'000 For the yearended31 August 2020R'000
Profit/(loss) after taxation attributable to equity holders of the parent 299 858 (512 469)
Adjusted for:
Profit on disposal of property, plant and equipment (3 417) (6 410)
Impairment of goodwill, intangible assets and property, plant and equipment 114 519 544 111
Profit on disposal of subsidiary (32 819)
Taxation effect on adjustments (874) (61 642)
Headline earnings/(loss) attributable to ordinary shareholders 377 267 (36 410)
Profit/(loss) after taxation attributable to equity holders of the parent – continuing operationsAdjusted for: 163 142 (320 226)
Profit on disposal of property, plant and equipment (17) (2 563)
Impairment of goodwill, intangible assets and property, plant and equipment 1 721 319 201
Taxation effect on adjustments (477) (37 236)
Headline earnings/(loss) attributable to ordinary shareholders – continuing operations 164 369 (40 824)
Profit/(loss) after taxation attributable to equity holders of the parent – discontinued
operations 136 716 (192 243)
Adjusted for:
Profit on disposal of property, plant and equipment (3 400) (3 847)
Impairment of goodwill, intangible assets and property, plant and equipment 112 798 224 910
Profit on disposal of subsidiary (32 819)
Taxation effect on adjustments (397) (24 405)
Headline earnings/(loss) attributable to ordinary shareholders – discontinued operations 212 898 4 415

OUR

ACTING

SUMMARISED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the year ended31 August 2021R'000 For the year ended31 August 2020R'000
Stated capital 3 134 092 3 134 092
Balance at beginning of the yearTransfer from treasury shares to issued shares 3 134 092– 3 117 03117 061
Other reserves (733 554) (595 867)
Balance at beginning of the yearForeign currency translation reserveReclassification of reserves on disposal of subsidiaryShare-based payment settlement (595 867)(95 870)(41 518)(299) (684 860)102 941–(13 948)
Accumulated profits/(loss) 224 597 (75 261)
Balance at beginning of the yearTotal comprehensive income/(loss) for the year (75 261)299 858 437 208(512 469)
Non-controlling interest 36 815 34 483
Balance at beginning of the yearTotal comprehensive income/(loss) for the yearDividends paid to minority shareholders 34 4832 332– 36 375(461)(1 431)
Total shareholders' interests 2 661 950 2 497 447

SUMMARISED CONSOLIDATED STATEMENT OF CASH FLOWS

For the year ended31 August 2021R'000 For the year ended31 August 2020R'000
Cash flows from operating activities 2 345 119 1 995 525
Cash generated from operations before working capital movementsWorking capital movementsInterest receivedInterest paidTaxation paid 1 930 719749 7029 323(307 717)(36 908) 1 860 593610 28013 945(417 032)(72 261)
Cash flows from investing activities (1 341 710) (1 771 570)
Capital expenditureProceeds on disposal of assetsBusiness combinationsNet proceeds on disposal of subsidiaryCash from unlisted investments and loans (1 814 257)10 857(12 947)474 637– (1 789 159)15 300––2 289
Cash flows from financing activities (1 005 191) 243 311
Proceeds from interest-bearing liabilitiesRepayment of interest-bearing liabilitiesDeferred vendor consideration paidRepayment of lease liabilityDividends paid to minority shareholders 3 360 712(4 322 382)(30 319)(13 202)– 693 550(395 927)–(52 881)(1 431)
Net (decrease)/increase in cash and cash equivalentsEffects of exchange rate changes on cash and cash equivalentsCash and cash equivalents at beginning of the year (1 782)(27 019)880 532 467 266(13 237)426 503
Total group cash and cash equivalents at end of the year 851 731 880 532

SUMMARISED CONSOLIDATED SEGMENTAL ANALYSIS

EQUIPMENT(3) FLEET
For the yearended31 August 2021R'000 For the yearended31 August 2020R'000 For the yearended31 August 2021R'000 For the yearended31 August 2020R'000
Revenue(1) 443 245 3 721 188 1 768 842 1 859 651
– South Africa– Rest of World– Intercompany 443 245–– 2 270 2421 448 4962 450 1 612 668136 31819 856 1 699 154137 24623 251
EBITDA(2)Depreciation and amortisation(4) (6 061)(22 445) 1 060 700(808 160) 760 413(510 551) 742 456(594 558)
Earnings/(loss) before interest and taxation(5) (28 506) 252 540 249 862 147 898
– South Africa– Rest of World (28 506)– 159 91592 625 204 50745 355 114 77633 122
Net finance costs (6 592) (222 373) (125 565) (177 122)
Interest receivedInterest expense 1 719(8 311) 1 446(223 819) 10 224(135 789) 17 081(194 203)
Share of profits from associate
Profit/(loss) before taxation(2, 3) (35 098) 30 167 124 297 (29 224)
Total assets 311 877 5 864 824 3 255 128 3 116 518
– Goodwill and intangible assets– Leasing assets– Investment in associate– Inventories– Trade, other receivables and derivative financial assets– Other assets 806508–116 86567 232126 466 87 9313 351 653–1 158 887567 216699 137 30 4982 769 280–18 411217 646219 293 20 7732 731 600–26 787175 782161 576
Disposal group held for sale
Total liabilities 122 094 4 491 506 2 267 571 2 382 940
– Interest-bearing liabilities and overdraft– Deferred vendor consideration– Trade, other payables, provisions and derivatives– Other liabilities 64–71 58250 448 3 408 566–768 252314 688 1 680 362–312 991274 218 1 779 350–332 703270 887
Liabilities associated with disposal group held for sale
Capital expenditure net of proceedsNumber of employees 5 528256 991 5031 754 830 278466 772 380379
GEOGRAPHICAL SEGMENTATIONTotal assets 311 877 5 864 824 3 255 128 3 116 518
– South Africa– Rest of World 311 877– 3 521 0932 343 731 2 797 541457 587 2 659 772456 746
Total liabilities 122 094 4 491 506 2 267 571 2 382 940
– South Africa– Rest of World 122 094– 2 650 0091 841 497 2 098 133169 438 2 204 326178 614

(1) No single customer exceeds 10% of group revenue.

(2) Excludes intercompany management fees.

(3) Impact Handling (UK) was disposed of during the current year and EIE SA is held for sale as at 31 August 2021 and therefore these businesses no longer form part of the Equipment segmental analysis in the current year.

(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 R1.7 million (2020: R544.1 million,

2020 also includes an adjustment on deferred vendor consideration of R30.7 million which is nil in the current year).

ACTING SUSTAINABLY

PETROCHEMICALS GROUP, FINANCING ANDCONSOLIDATION TOTAL
For the yearended31 August 2021R'000 For the yearended31 August 2020R'000 For the yearended31 August 2021R'000 For the yearended31 August 2020R'000 For the yearended31 August 2021R'000 For the yearended31 August 2020R'000
2 167 438 1 674 032 (44 934) (48 762) 4 334 591 7 206 109
2 005 630145 68716 121 1 505 131146 87022 031 2 996–(47 930) ––(48 762) 4 064 539282 005(11 953) 5 474 5271 732 612(1 030)
116 704(17 427) 93 160(16 670) (460 163)479 418 (641 532)(27 414) 410 893(71 005) 1 254 784(1 446 802)
99 277 76 490 19 255 (668 946) 339 888 (192 018)
90 3628 915 62 13514 355 19 255– (668 946)– 285 61854 270 (332 119)140 101
(20 104) (23 510) 504 13 653 (151 757) (409 352)
1 407(21 511) 2 914(26 424) (6 448)6 952 (7 496)21 149 6 902(158 659) 13 945(423 297)
32 936 11 711 32 936 11 711
112 109 64 691 19 759 (655 293) 221 067 (589 659)
1 441 564 1 055 791 3 306 683 574 874 8 315 252 10 612 007
2 071– 1 842– –1 55 2234 164 33 3752 769 789 165 7696 087 417
103 852530 080508 095 70 916436 347316 489 ––17 724 ––10 016 103 852665 356810 697 70 9161 622 0211 069 503
297 466– 230 197– 494 2792 794 679 505 471– 1 137 5042 794 679 1 596 381–
1 042 476 734 154 2 221 161 505 960 5 653 302 8 114 560
307 982–675 243 251 78333 895424 989 71 219–23 012 426 956–8 762 2 059 627–1 082 828 5 866 65533 8951 534 706
59 251 23 487 13 045 70 242 396 962 679 304
2 113 885 2 113 885
1 574168 13 560135 1859 11 7167 837 565899 1 789 1592 275
1 441 564 1 055 791 3 306 683 574 874 8 315 252 10 612 007
1 370 05071 514 1 007 10448 687 3 306 683– 574 874– 7 786 151529 101 7 762 8432 849 164
1 042 476 734 154 2 221 161 505 960 5 653 302 8 114 560
1 010 52131 955 724 6939 461 2 221 161– 505 960– 5 451 909201 393 6 084 9882 029 572

AUDIT REPORT

enX's independent auditor, Deloitte & Touche, has issued its opinion on the consolidated and separate financial statements for the year ended 31 August 2021. The audit was conducted in accordance with International Standards on Auditing. Deloitte & Touche has issued an unmodified opinion. A copy of the independent auditor's report together with a copy of the audited consolidated and separate financial statements is available for inspection on the enX website as well as at enX's registered office during normal business hours from 3 November 2021. Shareholders are advised that, in order to obtain a full understanding of the nature of the auditor's engagement, they should obtain a copy of that report together with the consolidated and separate audited consolidated financial statements as at 31 August 2021.

The summarised preliminary consolidated financial statements have been derived from and are consistent in all material respects with the consolidated financial statements for the year ended 31 August 2021 but are not audited. The directors take full responsibility for the preparation of these summarised preliminary consolidated financial results and confirm that the financial information has been correctly extracted from the underlying audited consolidated financial statements. Any reference to future financial information included in this announcement has not been audited or reported on by the auditor.

The auditor's report does not necessarily report on all of the information contained in this financial results. Shareholders are therefore advised that in order to obtain a full understanding of the nature of the auditor's engagement they should obtain a copy of the auditor's report together with the accompanying financial information from the issuer's registered office.

Information included in this report, information included in this report is extracted from audited information, but not itself audited.

ACTING SUSTAINABLY

NOTES

1. DISPOSAL GROUP HELD FOR SALE – EIE SA

enX shareholders are referred to the announcement released on SENS on 30 September 2021 in terms of which enX shareholders were advised the enX has agreed binding heads of terms with CFAO Holdings South Africa Proprietary Limited ("CFAO South Africa") which, once implemented, will result the divestment of EIE Group Proprietary Limited ("EIE SA").

For the year ended31 August 2021R'000
Operating AssetsOther assets 2 743 64051 039
Total disposal group held for sale 2 794 679
Operating liabilitiesOther liabilities 1 934 359179 526
Total liabilities relating to disposal group held for sale 2 113 885

2. DISCONTINUED OPERATIONS

Consolidated discontinued statement of profit or lossand comprehensive income For the year ended31 August 2021R'000 For the year ended31 August 2020R'000
Revenue 3 341 909 3 338 879
Cost of sales (2 135 822) (2 201 154)
Gross profit 1 206 087 1 137 725
Expected credit losses (10 162) (13 443)
Operating expenses (758 329) (852 980)
Operating profit before items listed below 437 596 271 302
Impairment of goodwill, intangibles and PPE (4 818) (224 910)
Impairment of held for sale assets (107 980)
Operating profit before net finance costs and earnings from associate 324 798 46 392
Net finance costs (156 179) (213 353)
Interest received 2 421 267
Interest expense (158 600) (213 620)
Net profit before tax 168 619 (166 961)
Attributable taxation expense (64 722) (25 282)
Profit on disposal of discontinued operation 32 819
Net profit after taxation from discontinued operations 136 716 (192 243)
Cash flows from discontinued operations
Net cash flows from operating activities 1 414 900 1 038 125
Net cash flows from investing activities (949 354) (1 129 318)
Net cash flows from financing activities (446 328) 151 481
Net cash flows 19 218 60 288

NOTES (continued)

For the year ended31 August 2021R'000 For the year ended31 August 2020R'000
3. INTEREST-BEARING LIABILITIES
Medium Term Note ProgrammeBank debt and overdraft – South AfricaBank debt and overdraft – Rest of worldDeferred vendor considerations –2 059 627–– 917 9343 542 4431 406 27833 895
2 059 627 5 900 550
Comprising:Non-currentCurrent 1 700 071359 5562 059 627 3 620 2502 280 3005 900 550
For the year ended31 August 2021R'000 For the year ended31 August 2020R'000
4. NET FINANCE COSTSInterest received – otherInterest expenseDeemed interest expenseInterest on lease liabilityWrite-off of debt restructuring costs 9 323(299 986)(124)(8 055)(9 094) 13 945(414 776)(552)(7 969)–
(307 936) (409 352)
Continuing operationsDiscontinued operations (151 757)(156 179) (195 999)(213 353)
For the year ended31 August 2021R'000 For the year ended31 August 2020R'000
5. REVENUERevenue recognised at a point in timeSale of capital goodsSale of goods, consumables and partsSale of used goods 1 178 0142 444 923581 219 1 139 4521 947 902540 097
Total revenue recognised at a point in time 4 204 156 3 627 451
Revenue transferred over timeLeasing rentalsMaintenance and service revenueValue added productsOther revenue 2 235 1811 105 784110 36321 016 2 423 6961 012 413126 08916 460
Total revenue transferred over time 3 472 344 3 578 658
Total revenue 7 676 500 7 206 109
Continuing operationsDiscontinued operations 4 334 5913 341 909 3 867 2303 338 879

ACTING SUSTAINABLY

6. FAIR VALUE HIERARCHY DISCLOSURES

Valuation methodology

Level 1 – Valuations with reference to quoted prices in an active market:

Financial instruments valued with reference to unadjusted quoted prices for identical assets or liabilities in active markets where the quoted price is readily available and the price represents actual and regularly occurring market transactions on an arm's length basis. There are no level 1 financial instruments in the current year.

Level 2 – Valuations based on observable and unobservable inputs include:

Financial instruments valued using inputs other than quoted prices as described above for level 1 but which are observable for the asset or liability, either directly or indirectly, such as a quoted price for similar assets or liabilities in an active market; a quoted price for identical or similar assets or liabilities in inactive markets; a valuation model using observable inputs; and a valuation model using inputs derived from/corroborated by observable market data.

The net market value of all forward exchange contracts at year-end was calculated by comparing the forward exchange contract rates to the equivalent year-end market foreign exchange rates.

Level 3 – Valuations based on unobservable inputs include:

Financial instruments are valued using significant inputs which are not based on observable market data.

Unlisted investments are valued based on operational performance of the entities which is considered to be appropriate taking into account that the investments are very insignificant to the group.

The table below shows the group's financial assets and liabilities that are recognised and subsequently measured at fair value, analysed by valuation technique.

31 August 2021 Level 2R'000 Level 3R'000 Fair valueR'000
Financial assets
Unlisted investments and loans 851 851
Designated as fair value through profit and loss
– Derivative financial assets 32 32
32 851 883
Financial liabilities
Designated as fair value through profit and loss
– Derivative financial liabilities 1 054 1 054
1 054 1 054

7. DISPOSAL OF SUBSIDIARY

enX Shareholders are referred to the announcement released on SENS on 15 April 2021 detailing the disposal of Impact Handling (UK). As included in the SENS announcement, enX Leasing Investments, a wholly owned subsidiary of enX, entered into a Share Purchase Agreement (SPA) with Aprolis Holding SAS (the purchaser), a subsidiary of Monnoyeur SAS, for the disposal of 100% of the issued share capital of Impact Handling (UK). The disposal became effective on 14 June 2021 for £33 million, being the maximum purchase price as agreed in the SPA and total proceeds net of UK based transaction fees and management exit bonuses was £31.4 million, which was received before 31 August 2021.

The net assets of Impact Handling at the date of disposal were as follows:

2021R'000
Non-current assetsCurrent AssetsNon-current liabilitiesCurrent liabilities 1 751 562396 459(1 233 216)(299 111)
Net assets disposed ofTotal consideration 615 694609 304
Satisfied by:Cash and cash equivalents 609 304
Net cash inflow arising on disposal 609 304
Consideration received in cash and cash equivalentsLess: cash and cash equivalents disposed of 609 304(134 667)
474 637

GENERAL

07

Definitions 75 Administration 78

OUR GROUP

DEFINITIONS
-------------

ABOUT THIS REPORT

"ACBF" African Capacity Building Foundation
"AGM" Annual general meeting
"AGL" African Group Lubricants Proprietary Limited, a wholly-owned subsidiary of enXTrading within the Petrochemicals segment
"ARC" Audit and risk committee of enX
"AWCA" African Women Chartered Accountants
"Austro" or "Wood" Austro Proprietary Limited, a wholly-owned subsidiary of enX Trading within the enXEquipment segment
"B-BBEE" Broad-Based Black Economic Empowerment
"BDO" BDO Advisory Services Proprietary Limited
"BOPP" films Biaxially Oriented Polypropylene Films
"the board" The board of directors of enX Group Limited
"CapLeverage" CapLeverage Proprietary Limited, registration number 2012/104071/07, a shareholderof enX
"Centlube" Centlube Proprietary Limited, a wholly-owned subsidiary of enX Trading within thePetrochemicals segment
"CEO" Chief Executive Officer
"CFO" or "FD" Chief Financial Officer
"Code" Code of Ethics
"the Companies Act" South African Companies Act, No 71 of 2008 (as amended)
"COVID-19" In the report refers to a new strain of the coronavirus that caused a global healthcrisis. This pandemic continues to impact most businesses negatively. The impactof COVID-19 continues to be felt across the world and in every country in which enXcontinues to operate. In most cases in the report we only refer to COVID-19 to capturethe impact.
"CRM" Customer Relationship Management
"CSI" Corporate Social Investment
"Deloitte" or "external auditors" Deloitte & Touche, represented by designated partner T Lavhengwa
"DBSA" Development Bank of Southern Africa
"Eqstra" or "EFML" Eqstra Fleet Management and Logistics business, including enX Corporation Limited awholly-owned subsidiary within the enX Fleet segment
"EIE SA" or "EIE Group" Eqstra Industrial Equipment business, including wholly-owned subsidiaries Saficon,600SA, EIE Group Proprietary Limited and Impact within the Discontinued operations
"EMS" Environmental Management System
"enX" or "the company" enX Group Limited, registration number 2001/029771/06, a JSE listed entity
"enX Equipment" A segment within enX, comprising EIE Group, Power and Wood, which distributes, rents,leases and provides value add services to materials handling equipment, woodworkingmachinery and generators
"enX Fleet" A segment within enX, comprising Eqstra, which provides passenger and commercialvehicle fleet management solutions, leasing and value add services
"enX Group" or "the group" enX Group Limited and all its subsidiary companies
"enX Leasing" enX Leasing Investments Proprietary Limited, a wholly-owned subsidiary of enX. Thisentity wholly owns EIE
"enX Petrochemicals" or "Petrochemicals" A segment within enX, comprising WAI, AGL and Centlube which distributes plasticspolymer and natural rubber and lubricants respectively
"enX Trading" enX Trading Investments Proprietary Limited, registration number 2012/001052/07,a wholly-owned subsidiary of enX. This entity wholly owns Power, Wood and enX

Petrochemicals

"600SA" 600SA Holdings Proprietary Limited, registration number 1968/000066/07,

ACTING SUSTAINABLY

wholly-owned subsidiary of enX Leasing within enX Equipment segment

DEFINITIONS (continued)

"ERM Framework" Enterprise-wide risk framework
"eXtract" eXtract Group Limited, formally Eqstra Holdings Limited, registration number1998/011672/06
"Genmatics" Genmatics, a division of New Way Power in the group's Power segment, which providestemporary power in the form of diesel generators, acquired by the group in September2015
"IFRS" International Financial Reporting Standards
"Impact" or "Impact Handling UK" Impact Fork Trucks LLC, registration number 2250150, registered in the UK
"IT" Information technology
"John Deere" John Deere S.A.S, manufacturer of industrial engines
"JSE" JSE Limited, incorporating the JSE Securities Exchange – the main bourse in SouthAfrica
"King IV Report" or "King IV" or "King Report" King Report on Corporate Governance for South Africa, 2016
"KPI" Key performance indicators
"kWh" Kilowatt hour
"LTI" Long-term incentive
"LTIFR" Lost Time Injury Frequency Rate
"MOI" Memorandum of Incorporation
"New Way Power" New Way Power Proprietary Limited, a wholly-owned subsidiary of enX in thegroup's Equipment segment, which is involved in private power sales comprising themanufacture, supply, installation and maintenance of diesel generators and relatedcomponents such as industrial engines, marine engines, alternators, switchgear andcomponents and solar solutions
"OEM" Original equipment manufacturer
"PCI" Passenger, Commercial, Industrial lubricants
"Power" Comprises New Way Power, Genmatics and PowerO2 businesses
"PowerO2" PowerO2 Proprietary Limited, a wholly-owned subsidiary of enX in the group's Powersegment, which distributes industrial engines, marine engines, and components
"the previous year" or "the prior year" The year ended 31 August 2020
"QMS" Quality Management System
"Quest" Microsoft AX ERP system, in-house developed Integrated Fleet Management Solution forEFML
"SAICA" South African Institute of Chartered Accountants
"SA" Republic of South Africa
"SADC" Southern Africa Development Community region
"SARS" South African Revenue Services
"SENS" News dissemination service of the JSE
"SHEQ" Safety, health, environment and quality
"STI" Short-term incentive
"Toyota" Toyota Industrial Corporation and Toyota Tsusho Corporation
"UK" United Kingdom, made up of England, Scotland, Wales and Northern Ireland
"UPS" Uninterrupted Power Supply
"VAPs" Value added products
"WACC" Weighted average cost of capital
"West African Group" or "West AfricanInternational" or "WAI" West African International Proprietary Limited a wholly-owned subsidiary of enXTrading within the Petrochemicals segment
"the year" or "the year under review" or"the current year" The year ended 31 August 2021
ABOUT OUR OUR OUR ACTING ANNUAL FINANCIAL GENERAL
THIS REPORT GROUP PERFORMANCE ACCOUNTABILITY SUSTAINABLY STATEMENTS
"Zestcor" Zestcor Eleven Proprietary Limited, registration number 1998/004139/07, a 37%associate of enX
Financial definitions
"AFS" Annual financial statements
"CGU" Cash-generating unit
Depreciation, amortisation and impairments include depreciation, amortisation, impairments and profits on disposals of property,plant, equipment, right of use assets, leasing assets, investment properties andintangible assets.
"EBIT" Earnings before interest and taxation
"EBITDA" Earnings before interest, taxation, depreciation and amortisation
"EPS" Earnings per share
"FY2021" The financial year ended 31 August 2021
"FY2020" The financial year ended 31 August 2020
"FY2019" The financial year ended 31 August 2019
"FY2018" The financial year ended 31 August 2018
"FY2017" The financial year ended 31 August 2017
"HEPS" or "HLPS Headline earnings/(loss) per share
Impairment of goodwill and other intangibleassets is included under non-operating items in profit or loss;
"LPS" Loss per share
"NAPS" Net asset value per share is the equity attributable to the owners of enX divided by thetotal ordinary shares in issue net of treasury shares;
"NAV" Net asset value
"Net debt" Includes total interest-bearing debt (excluding the lease liabilities in terms of IFRS 16)less cash resources;
"Net capital expenditure" Includes expansion and net replacement expenditure of property, plant, equipment,investment properties, intangible assets and leasing assets;
"Net working capital" Consists of inventories, trade and other receivables, derivative instruments, provisionsand trade and other payables;
Non-trading items relate to the impairment of goodwill, other intangible assets (distribution rights) andinvestments in associates and joint ventures and profit or loss on the sale of investmentin subsidiaries;
"NTAV" Net tangible asset value
"Operating assets" are all assets less loans receivable, taxation assets, cash and cash equivalents andassets classified as held-for-sale;
"Operating liabilities" are all liabilities less all interest-bearing debt, taxation liabilities and liabilities directlyassociated with assets classified as held-for-sale;
"PBT" Profit before taxation
"ROE" Return on equity
"ROIC" Return on invested capital
"R'000" South African rands, where the values in financial statements have been rounded off tothe nearest thousand rand
"Tangible net asset value per share" is the equity attributable to the owners of enX less goodwill and other intangibleassets(net of deferred tax) divided by the total ordinary shares in issue net of treasuryshares;
"VAT" Value added tax

ADMINISTRATION

Name and registration number

ENX GROUP LIMITED

Registration number: 2001/029771/06 JSE share code: ENX ISIN: ZAE000222253

Registered office and business address 9th Floor, Kathryn Towers, 1 Park Lane, Sandton PostNet Suite X86, Private Bag X7, Aston Manor, 1630

Sponsor

The Standard Bank of South Africa Limited Address 30 Baker Street, Rosebank 2196 Tel: x+27 (0) 11 721 6125

External auditors

Deloitte & Touche 5 Magwa Cresent, Waterfall City Midrand, 2090, South Africa Private Bag X6, Gallo Manor, 2052 Tel: +27 11 806 5000

Transfer secretaries

Computershare Investor Services Proprietary Limited Rosebank Towers, 15 Biermann Avenue, Rosebank, 2196, South Africa Private Bag X9000, Saxonwold, 2132 Tel: +27 11 370 5000

Date of incorporation 12 December 2001

Date of listing 1 February 2007

Tip-offs ethics line Free call: +27 800 212677 Free fax: +27 800 007788 Email: [email protected]

Executive directors

AJ Hannington (CEO) RA Lumb (CFO) OA Mabandla

Non-executive directors

PC Baloyi (Chairman) WH Chapman V Jarana* ZK Matthews* LN Molefe* B Ngonyama*

* Independent

Executive committee

AJ Hannington (Chairman) JV Carr (Eqstra) BB Hean (WAG) OA Mabandla (EIE SA) D Viljoen (New Way Power) M Kerwan (AG Lubricants) R Lumb (Group)

Audit and risk committee

B Ngonyama* (Chair) V Jarana* LN Molefe*

Remuneration and nomination committee

WH Chapman (Chair Remuneration) PC Baloyi (Chair Nomination) V Jarana* ZK Matthews* B Ngonyama*

Social and ethics committee

LN Molefe* (Chair) PC Baloyi OA Mabandla

Company secretary Acorim Proprietary Limited, represented by Roxanne Cloete

Website www.enxgroup.co.za

www.enxgroup.co.za

9TH FLOOR, KATHRYN TOWERS, 1 PARK LANE, SANDTON POSTNET SUITE X86, PRIVATE BAG X7, ASTON MANOR, 1630