The Directors have pleasure in submitting their report on the annual financial statements of Blue Label Telecoms Limited (the Company) for the year ended 31 May 2022.
The Company is incorporated and domiciled in the Republic of South Africa. The Company is an investment holding company.
The consolidated annual financial statements of Blue Label Telecoms Limited are available from the Company's registered office and online from the Company's website.
There have been no material changes to the nature of the Company's business from the prior year.
The annual financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) and the requirements of the Companies Act, No 71 of 2008. The accounting policies have been applied consistently compared to the prior year.
The operating results and state of affairs of the Company are fully set out in the attached annual financial statements and do not, in our opinion, require any further comment.
The Company recorded a total comprehensive profit for the year ended 31 May 2022 of R228 057 000 (2021: loss of R138 771 000).
The COVID-19 pandemic, and resultant negative impact on the economy, has not had a significant impact on the Company's business which could result in an uncertainty regarding the Company's ability to continue as a going concern.
The Directors believe that the Company has adequate financial resources to continue in operation for the foreseeable future and accordingly the annual financial statements have been prepared on a going concern basis. The Directors have satisfied themselves that the Company is in a sound financial position and that it has access to sufficient borrowing facilities to meets its foreseeable cash requirements. The Directors are not aware of any new material changes that may adversely impact the Company. The Directors are also not aware of any material non-compliance with statutory or regulatory requirements or of any pending changes to legislation which may affect the Company.
The Company's forecasts and projections, taking account of reasonably possible changes in trading performance, illustrate that the Company should be able to operate within its current funding levels into the foreseeable future.
After making enquiries, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. The Company therefore continues to adopt the going concern basis in preparing the financial statements.
Refer to note 9 of the annual financial statements for detail of the movement in authorised and issued share capital.
No dividends were declared or paid to the shareholders during the year.
Details of the Company's interests in subsidiaries and associates are presented in the annual financial statements in notes 3 and 4.
The Directors in office at the date of this report are as follows:
| Directors | Office |
| LM Nestadt (Chairman) | Independent Non-Executive Director |
| BM Levy | Joint Chief Executive Director |
| MS Levy | Joint Chief Executive Director |
| DA Suntup | Financial Director |
| KM Ellerine | Non-Executive Director |
| GD Harlow | Independent Non-Executive Director |
| NP Mnxasana | Independent Non-Executive Director |
| JS Mthimunye | Independent Non-Executive Director |
| SJ Vilakazi | Independent Non-Executive Director |
| PL Zim | Independent Non-Executive Director |
The individual interests declared by Directors in the Company’s share capital as at 31 May 2022, held directly or indirectly, were as follows:
Interests in shares
| Directors | 2022 Direct |
2021 Direct |
2022 Indirect |
2021 Indirect |
||
|---|---|---|---|---|---|---|
| LM Nestadt (Chairman) | — | — | 10 000 000 | 10 000 000 | ||
| BM Levy | 67 424 914 | 67 275 315 | 17 772 777 | 17 772 777 | ||
| MS Levy | 60 017 506 | 59 867 907 | 17 772 777 | 17 772 777 | ||
| DA Suntup | 3 958 476 | 3 879 243 | 177 778 | 177 778 | ||
| KM Ellerine* | — | — | 120 000 000 | 120 000 000 | ||
| GD Harlow | — | — | 1 285 114 | 1 685 114 | ||
| JS Mthimunye | 130 000 | 130 000 | 242 573 | 242 573 | ||
| SJ Vilakazi | — | — | 8 200 | — |
| * | KM Ellerine is a beneficiary of these shares together with multiple other beneficiaries. |
The aggregate interest of the current Directors in the capital of the Company was as follows:
| Director/officer | 2022 |
2021 | |
|---|---|---|---|
| Beneficial | 298 790 115 | 298 803 484 |
The beneficial interest held by Directors and officers of the Company constitutes 32.70% (2021: 32.70%) of the issued share capital of the Company. Details of Directors’ emoluments are set out in note 28.
The Company Secretary is Ms Janine van Eden.
The Board is satisfied that she has the requisite knowledge and experience to carry out the duties of a Company Secretary of a public company in accordance with section 88 of the Companies Act and is not disqualified to act as such. She is not a Director of the Board and maintains an arm’s-length relationship with the Board.
| Postal address: | PO Box 652261 |
| Benmore | |
| 2010 |
| Business address: | 75 Grayston Drive |
| Morningside Ext 05 | |
| Sandton | |
| 2196 |
PricewaterhouseCoopers Inc. have been appointed as auditor for the current financial year and will continue in office in accordance with section 90(6) of the Companies Act, No 71 of 2008.
On 25 November 2021, the Company passed and filed with the Companies and Intellectual Property Commission the following special resolutions:
Update on Cell C
Refer to note 11 for details in this regard.
The Directors are not aware of any other matters or circumstances arising since the end of the financial year, not otherwise dealt with in the Company’s annual financial statements, which significantly affect the financial position at 31 May 2022 or the results of operations or cash flows for the year then ended.
