4. NON-FINANCIAL INSTRUMENTS
4.1 Goodwill
 

Goodwill represents the excess of the cost of an acquisition over the fair value of the Group’s share of the net identifiable assets of the acquired subsidiary, associate or jointly controlled entity at the date of acquisition. Goodwill is attributable to synergies that the Group expects to derive from the transaction. If the cost of acquisition is less than the net assets of the subsidiary acquired, the difference is recognised directly in the income statement. Goodwill on the acquisition of subsidiaries is included in “Goodwill” in the statement of financial position. Goodwill on the acquisition of associates and joint ventures is included in “Investments in and loans to associates and joint ventures.”

Goodwill is allocated to cash-generating units for the purpose of impairment testing. Impairment is determined by assessing the recoverable amount of the cash-generating unit to which the goodwill relates. Where the recoverable amount of the cash-generating unit is less than the carrying amount, an impairment is recognised.

Separately recognised goodwill is tested annually for impairment and carried at cost less accumulated impairment losses. Impairment losses on goodwill are not reversed. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.

Critical accounting estimates and assumptions

Assessment of goodwill for impairment

The Group tests annually whether goodwill has suffered any impairment, in accordance with the accounting policy. The recoverable amounts of cash-generating units have been determined based on value-in-use calculations. These calculations require the use of estimates.

     2024 
R’000
 
  2023 
R’000 
Year ended 31 May           
Opening carrying amount    717 475    681 754 
Acquisition of subsidiaries    —    35 721 
Closing carrying amount    717 475    717 475 
At 31 May           
Cost    1 113 173    1 113 173 
Accumulated impairments    (395 698)   (395 698)
Carrying amount    717 475    717 475 

The carrying amount of goodwill and intangible assets is reduced to their recoverable amounts through recognition of an impairment loss when required.

The cash-generated units to which goodwill is allocated are presented below:

    2024
R’000
  2023
R’000
Aligned Partnered Solutions Proprietary Limited   4 091   4 091
Blue Label Distribution Proprietary Limited   36 364   36 364
CEC Proprietary Limited   335 468   335 468
Datacel Group   79 854   79 854
Glocell Distribution Proprietary Limited   161 697   161 697
Heroticket Proprietary Limited   511   511
Lipa Payments Proprietary Limited   31 630   31 630
The Prepaid Company Proprietary Limited   62 113   62 113
TicketPros Proprietary Limited   5 104   5 104
Visual Revenue Management Proprietary Limited   643   643
    717 475   717 475

Goodwill is allocated to cash-generating units for the purpose of impairment testing.

The recoverable amount has been determined based on value-in-use calculations. These calculations utilise cash flow projections derived from budget information for the forthcoming financial year that are approved by the Board of Directors, as well as management forecasts for an extended four-year period, which are based on assumptions of the business, industry, and economic growth. The forecasts are extended to ten years where required to achieve sustainable operating levels. Cash flows beyond this period are extrapolated using terminal growth rates, which do not exceed the expected long-term economic growth rate.

The key assumptions used for the value-in-use calculations are as follows:

    2024 2023
    Average 
EBITDA 
margin 
% 
Terminal 
growth 
rate 
% 
Pre-tax discount
rate
%
  Average
EBITDA

margin
%
Terminal 
growth
 
rate 
% 
Pre-tax
discount

rate
%
Blue Label Distribution Proprietary Limited   6.1  4.5  30.2   4.3 4.5  22.1
CEC Proprietary Limited   13.52 4.51 22.9   22.5 —1 19.6
Datacel Group   13.3  4.5  31.2   16.7 4.5  26.3
Glocell Distribution                
Proprietary Limited   89.73 4.5  19.5   40.5 4.5  20.6
Lipa Payments Proprietary Limited   4.0  4.5  24.3   — —  —
The Prepaid Company Proprietary Limited   2.5  4.5  21.6   2.1 4.5  22.1
1 In the prior year, the value-in-use calculation performed on CEC covered a fixed term of nine years based on the time frame of the underlying contract and the assumption that Cell C would purchase the book at the conclusion thereof. No terminal value calculation was therefore applied. In the current year, the assumption is that CEC will purchase the book and continue operations into the future. Cash flows were therefore extrapolated using a terminal growth rate.
2 The decrease in the average EBITDA margin is primarily attributable to the impact of the handset financing structure and increased expected credit losses.
3 The increase in the average EBITDA margin is primarily attributable to a restructuring of Glocell Distribution.

The discount rates used are pre-tax and reflect specific risks relating to the relevant associates and subsidiaries. The growth rate is used to extrapolate cash flows beyond the forecast period. The growth rates were consistent with publicly available information relating to long-term average growth rates for each of the markets in which the companies/cash-generating units operate. The Group’s target debt to equity ratio is applied in the calculation of the weighted average cost of capital.

For all significant goodwill balances, except the goodwill tested for sensitivity below, if one or more of the inputs were changed to a reasonable possible alternative assumption, there would be no impairments that would have to be recognised.

The following inputs applied when calculating the value-in-use calculation would need to be increased/decreased by the following amounts before any impairments would be required:

    Increase in discount
rate
%
Decrease in
annual EBITDA
%
Decrease
in terminal
growth
rate
R’000
Excess over carrying
value
R’000
CEC Proprietary Limited   0.8 3.0 1.4 141 281
Glocell Distribution Proprietary Limited   2.4 12.6 4.5 30 796
The Prepaid Company Proprietary Limited   1.2 14.0 3.4 146 178

The goodwill balances did not result in impairment charges for the year when compared to recoverable amounts (2023: Rnil).