INDEPENDENT AUDITOR'S REPORT

TO THE SHAREHOLDERS OF BLU LABEL UNLIMITED GROUP LIMITED

OPINION

We have audited the Consolidated Financial Statements of Blu Label Unlimited Group Limited ("the Group"), which comprise the Consolidated Statement of Financial Position as at 31 May 2026, and the Consolidated Statement of Profit or Loss and Other Comprehensive Income, the Consolidated Statement of Changes in Equity and the Consolidated Statement of Cash Flows for the year then ended, and notes to the Consolidated Financial Statements, including material accounting policy information.

In our opinion, the Consolidated Financial Statements present fairly, in all material respects, the Consolidated Financial Position of Blu Label Unlimited Group Limited as at 31 May 2026, and its Consolidated financial performance and Consolidated Cash Flows for the year then ended in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board and the requirements of the Companies Act of South Africa.

BASIS FOR OPINION

We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group and company in accordance with the Independent Regulatory Board for Auditors' Code of Professional Conduct for Registered Auditors (IRBA Code) and other independence requirements applicable to performing audits of Financial Statements in South Africa. We have fulfilled our other ethical responsibilities in accordance with the IRBA Code and in accordance with other ethical requirements applicable to performing audits in South Africa. The IRBA Code is consistent with the corresponding sections of the International Ethics Standards Board for Accountants' International Code of Ethics for Professional Accountants (including International Independence Standards). We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

FINAL MATERIALITY

The ISAs recognise that:

• misstatements, including omissions, are considered to be material if the misstatements, individually or in the aggregate, could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements;
• judgements about materiality are made in light of surrounding circumstances, and are affected by the size or nature of a misstatement, or a combination of both; and
• judgements about matters that are material to users of the financial statements consider users as a group rather than as specific individual users, whose needs may vary greatly.

The amount we set as materiality represents a quantitative threshold used to evaluate the effect of misstatements to the financial statements as a whole, based on our professional judgement. Qualitative factors are also considered in making final determinations regarding what is material to the financial statements.

Based on our professional judgement, we determined overall group materiality at R261 million, being 2% of revenue. Revenue was selected as the benchmark as it is a key performance measure used by stakeholders in assessing the Group's performance.

The principal users of the financial statements include investors, suppliers, banks, creditors, regulators and prospective investors.

In determining the nature, timing and extent of our audit procedures, we applied performance materiality of 75% of overall materiality. Performance materiality is used to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected misstatements exceeds overall materiality.

GROUP AUDIT SCOPE

We tailored the scope of our audit to perform sufficient work to enable us to provide an opinion on the consolidated financial statements as a whole, taking into account the structure of the Group, the accounting processes and controls, and the industry in which the Group operates.

We considered the Group's organisation or legal structure and its financial reporting processes when identifying components for purposes of planning and performing audit procedures.

In establishing the Group audit scope, we considered those components which will be subject to further audit procedures and the scope of work to be performed at these components.

In determining which components will be subject to audit procedures, we considered whether these components are significant (due to risk or size), non-significant or inconsequential to the Group.

We conducted full scope audits on four (4) components and specific scope audits on six (6) components where our procedures were more focused or limited to specific accounts which we considered had the potential for the greatest impact on the significant accounts in the financial statements given the specific risks identified.

Analytical review procedures were performed over the remaining components that were non-significant and inconsequential to the Group.

We determined the type of work that needed to be performed by us, as the group auditor and component auditors from within the firm operating under our instruction. Where the work was performed by a component auditor, we determined the level of involvement we needed to have in the audit work at that component to be able to conclude whether sufficient appropriate audit evidence had been obtained as a basis for our opinion on the consolidated financial statements as a whole.

KEY AUDIT MATTERS

Key Audit Matters are those matters that, in our professional judgement, were of most significance in our audit of the Consolidated Financial Statements of the current period. These matters were addressed in the context of our audit of the Consolidated Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Key Audit Matters in the current year include:

Key audit matter		How our audit addressed the key audit matter
Acquisition of control of Cell C At the beginning of the reporting period, the Group held a 70% economic interest and a 49.53% voting interest in Cell C, which was accounted for as an associate in accordance with IAS 28 Investments in Associates and Joint Ventures. The required Competition Commission approval was received and the conditions precedent to acquire the additional Cell C shares were met on 4 September 2025. This gave TPC the ability to exercise 59.66% of the voting rights and resulted in TPC obtaining control over Cell C and was consolidated by the Group from the 4th of September 2025, the date control was obtained. The step up from associate to subsidiary was accounted for as a deemed disposal of its 70% equity interest in the associate and the acquisition of Cell C as a subsidiary as a business combination at fair value. This required the application of IFRS 3 Business Combinations, including the identification and measurement of the identifiable assets acquired and liabilities assumed through the performance of a purchase price allocation, the assessment of whether any pre-acquisition relationships were effectively settled as part of the transaction, and the determination of the resulting goodwill arising on acquisition.		With the assistance of our financial reporting specialists, we assessed the accounting treatment applied to the deemed disposal of its interest in the associate upon obtaining control of Cell C. We evaluated the application of IFRS 3 Business Combinations as it relates to step acquisitions including management's purchase price allocation, the identification of the assets acquired and liabilities assumed, the assessment and accounting treatment of the settlement of pre-existing relationships, and the methodologies and significant assumptions used in determining the acquisition-date fair values. We involved our valuation specialists to assess the valuation methodologies applied by management and tested the significant inputs used in determining the fair values attributed to the identifiable assets acquired and liabilities assumed. We also assessed the resulting goodwill recognised on acquisition and evaluated whether the purchase price allocation was appropriately prepared in accordance with IFRS 3. We agreed material balances consolidated by the Group from the acquisition date to the underlying accounting records of Cell C and tested significant consolidation journals and adjustments recognised by management. The presentation and disclosure of the deemed disposal of the associate and the resulting business combination within the Annual Financial Statements were also evaluated for compliance with IFRS Accounting Standards. No material exceptions were identified from the procedures performed, and the purchase price allocation and resulting goodwill recognised were assessed as appropriate.
Key audit matter		How our audit addressed the key audit matter
Pre-Listing Restructuring and subsequent loss of control of Cell C Following the acquisition of control, the Group implemented a pre-listing restructuring. The restructuring included the settlement of various debt claims through the conversion of such claims into Cell C shares, the transfer of 100% of the issued share capital of CEC to Cell C in exchange for Cell C shares, the transfer of airtime to Cell C in exchange for Cell C shares as well as the restructuring of SPVs. These transactions resulted in a substantial increase in the Group's economic interest in Cell C. Following the issue of the restructuring shares and the resulting dilution of existing interests, the Group held 99.92% of the issued share capital of Cell C immediately prior to the implementation of the Cell C share transaction. The share transaction resulted in Cell C shareholders exchanging their Cell C shares for shares in Cell C ahead of the listing of Cell C on the Johannesburg Stock Exchange ("JSE"). As part of the listing structure, 15.95% of the shares were allocated to Sisonke Growth Partners in fulfilment of Cell C's requirement to meet its ownership obligations in terms of previously disadvantaged individuals. The terms of the Sisonke arrangement resulted in the recognition of a derivative liability by the Group. The Group's economic interest in Cell C includes the 15.95% stake as the derecognition criteria have not been met. In addition, 4.50% of the shares were transferred to Cell C management in terms of the management participation arrangements. Prior to the listing of Cell C on the JSE, The Prepaid Company sold 30% of the issued share capital of Cell C to investors through an initial public offering. As a result of these transactions, the Group's interest in Cell C reduced from 99.92% to 49.47%, resulting in the loss of control of Cell C. Upon the loss of control of Cell C, the Group derecognised the assets and liabilities of the subsidiary and recognised its retained investment in Cell C at fair value. The Group accounted for its retained investment as an investment in associate.		With the assistance of our financial reporting specialists, we assessed the accounting treatment applied to the pre-listing restructuring and subsequent listing transactions. We obtained and inspected the relevant agreements and supporting documentation and evaluated whether the accounting treatment applied to each transaction was appropriate in accordance with IFRS Accounting Standards. We recalculated the ownership movements arising from the restructuring and related equity transactions, including the acquisition of additional economic interest, the Sisonke Growth Partners transaction, the management share transfer and subsequent share sale transactions, and assessed the resulting impact on the Group's economic interest in Cell C. We assessed the accounting treatment applied to the Sisonke Growth Partners transaction, including the recognition and measurement of the in-substance call option accounted for as a derivative liability arising from the arrangement. With the assistance of our actuarial specialists, we evaluated the methodology and assumptions applied by management in determining the fair value of the derivative liability and assessed whether the resulting accounting treatment was appropriate. We assessed the fair value applied by management in accounting for the listing transactions and subsequent loss of control of Cell C. With the assistance of our valuation specialists, we evaluated the appropriateness of the listing value used by management and assessed whether the pricing established through the listing process was appropriately reflected in the determination of the loss recognised on the loss of control of Cell C and the initial recognition of the retained investment. We further assessed the accounting treatment applied upon the loss of control of Cell C, including the derecognition of the subsidiary and the recognition of the retained investment. Based on the procedures performed, we determined that the accounting treatment applied to the pre-listing restructuring, listing transactions, and subsequent loss of control of Cell C were appropriate in all material respects. We further determined that the valuations applied by management and the related disclosures in the Annual Financial Statements were appropriate in all material respects.
Key audit matter		How our audit addressed the key audit matter
Classification and measurement of the Sisonke shares "Held for Sale" The Group committed to an active and formal programme to effect the disposal of 15.95% of its retained interest in Cell C through Sisonke Growth Partners, the Group has therefore classified these shares as a Non-current Asset Held for Sale. The classification of the investment as held for sale required significant judgement by management in assessing whether the requirements of IFRS 5 Non-current Assets Held for Sale and Discontinued Operations had been met. Management was required to assess whether the disposal was highly probable, whether the asset was immediately available for sale in its present condition, and whether completion of the transaction was expected within the period required by IFRS 5. The matter was considered significant to our audit due to the materiality of the investment, the judgement involved in assessing whether the IFRS 5 criteria had been met, and the impact of the classification on the presentation and measurement of the Group's retained Cell C investment and related disclosures in the Financial Statements.		We assessed management's classification of the Sisonke shares held for sale with reference to the requirements of IFRS 5. With the assistance of our financial reporting specialists, we reviewed the agreements supporting the Sisonke Growth Partners transaction and assessed whether sufficient evidence existed at reporting date to support management's conclusion that the disposal was highly probable. We considered the status of the transaction, the actions taken by management to complete the disposal and the expected timing of completion. We agreed the number of shares classified as held for sale to the underlying transaction documentation and shareholder records and recalculated the associated economic interest of 15.95%. We assessed whether the held-for-sale investment had been measured appropriately in accordance with IFRS 5 and evaluated the appropriateness of management's accounting treatment. We further assessed the adequacy of the disclosures included in the Annual Financial Statements relating to the held-for-sale classification, including the significant judgements applied by management. Based on the procedures performed, we determined management's classification and measurement of the Cell C investment held for sale was appropriate and consistent with the requirements of IFRS 5 in all material respects.

OTHER INFORMATION

The directors are responsible for the other information. The other information comprises the information included in the document titled "Blu Label Unlimited Group Limited Annual Financial Statements 2026", which includes the Directors' Report, the Report of the Audit and Risk Committee and the Certificate by the Company Secretary, as required by the Companies Act of South Africa, which we obtained prior to the date of this auditor's report and the other sections of the document titled "Blu Label Unlimited Group Limited Integrated Annual Report 2026", which is expected to be made available to us after that date. The other information further comprises the Shareholder Analysis. The other information does not include the consolidated financial statements and our audit report thereon.

Our opinion on the Consolidated Financial Statements does not cover the other information and we do not express an audit opinion or any form of assurance conclusion thereon.

In connection with our audit of the Consolidated Financial Statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the Consolidated Financial Statements, or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

RESPONSIBILITIES OF THE DIRECTORS FOR THE CONSOLIDATED FINANCIAL STATEMENTS

The directors are responsible for the preparation and fair presentation of the Consolidated Financial Statements in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board and the requirements of the Companies Act of South Africa, and for such internal control as the directors determine is necessary to enable the preparation of Consolidated Financial Statements that are free from material misstatement, whether due to fraud or error.

In preparing the Consolidated Financial Statements, the directors are responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.

AUDITOR'S RESPONSIBILITIES FOR THE AUDIT OF THE CONSOLIDATED FINANCIAL STATEMENTS

Our objectives are to obtain reasonable assurance about whether the Consolidated Financial Statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Consolidated Financial Statements.

As part of an audit in accordance with ISAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the Consolidated Financial Statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
• Conclude on the appropriateness of the directors' use of the going concern basis of accounting and based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the Consolidated Financial Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group to cease to continue as a going concern.
• Evaluate the overall presentation, structure, and content of the Consolidated Financial Statements, including the disclosures, and whether the Consolidated Financial Statements represent the underlying transactions and events in a manner that achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the Consolidated Financial Statements. We are responsible for the direction, supervision, and performance of the Group audit. We remain solely responsible for our audit opinion.

We communicate with the directors regarding, amongst other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide the directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with the directors, we determine those matters that were of most significance in the audit of the Consolidated Financial Statements of the current period and are therefore the Key Audit Matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

In terms of the IRBA Rule published in Government Gazette Number 39475 dated 4 December 2015, we report that SizweNtsalubaGobodo Grant Thornton Inc. has been the auditor of Blu Label Unlimited Group Limited for four (4) years.

Alex Philippou

SizweNtsalubaGobodo Grant Thornton Inc.

Engagement Director

Registered Auditor

25 August 2026

152 14th Road

Noordwyk

Midrand

Gauteng