Notes

NOTE 1: INTANGIBLE ASSETS

NOTE 2: BORROWINGS

On 13 June 2025, Medscheme (Namibia) Proprietary Limited entered into a mortgage loan agreement with the Bank of Windhoek to a value of N$45 million to purchase 100% shares in Silberstein Trading Enterprises Proprietary Limited, a special purpose entity that houses the current building that Medscheme (Namibia) Proprietary Limited operates from. The mortgage loan is repayable over 10 years at the bank’s prime rate minus 0.25% per annum.

NOTE 3: NET CASH

NOTE 4: ASSETS AND LIABILITIES CLASSIFIED AS HELD FOR SALE

4.1 AfroCentric Distribution Services Proprietary Limited Group (ADS Group) and Wellworx Proprietary Limited (Wellworx)

As part of the Group’s refreshed strategy, the Group aims through the business of Medscheme Holdings Proprietary Limited to establish an integrated healthcare offering in collaboration with its core strategic partner, Sanlam Life Insurance Limited. The Group determined that the critical enablers of the strategic initiative, supporting the development of a cohesive and comprehensive healthcare ecosystem is the establishment of a dedicated and integrated sales distribution function effected through the disposal of the following entities which were integrated into the broader Sanlam distribution function:

• AfroCentric Distribution Services Proprietary Limited (ADS) together with its wholly owned subsidiaries Tendahealth Proprietary Limited and AfroCentric Financial Services Proprietary Limited (ADS Group); and
• Wellworx Proprietary Limited (Wellworx).

Assets and liabilities transferred into Held for Sale

At 30 June 2025, commercial terms were agreed with Sanlam Life Insurance Limited to dispose of 100% of the shares held in ADS and Wellworx; both entities forming part of the Healthcare SA segment. Given the probability around the likelihood of finalisation of the sale within the next 12 months, management concluded that the ADS and Wellworx assets and liabilities meet the criteria of Held for Sale under IFRS 5 Non-current assets Held for Sale and Discontinued operations and were classified as Held for Sale at 30 June 2025.

At this date, the Group measured the ADS Group and Wellworx businesses at the lower of fair value less costs of disposal and the carrying amount. The fair value less costs of disposal equalled the carrying amount. No fair value adjustment was required.

As at 30 June 2025, the Group had a binding agreement with Sanlam Life Insurance Limited for R15 million. After year end, all the conditions precedent to the disposal were fulfilled and the sale and purchase agreements were duly signed and therefore the disposal transaction was complete (refer to note 9 for further details).

As at 30 June 2025, the disposal groups and individual assets classified as Held for Sale were stated at fair value less costs to dispose and comprised the following:

4.2 Demushuwa Property Investments Thirty One Proprietary Limited (Demushuwa)

On 5 August 2022, Medscheme Namibia entered into an agreement to dispose 100% of the shares held in Demushuwa Property Investments Thirty One Proprietary Limited (Demushuwa) to Demushuwa Property Developer Proprietary Limited and Steps Towers Property Investments Proprietary Limited (the purchasers) for an amount of N$35.8 million.

Assets and liabilities transferred into Held for Sale

One of the conditions precedent for the sale to be concluded was for the purchasers to obtain a loan from a financial institution for the purchase price. This would be evidence by the purchasers delivering to the sellers a guarantee or letter of undertaking securing the payment of the full amount of the purchase price. This guarantee was obtained on 5 July 2023. The transaction therefore became effective on 5 July 2023.

As at the date of the agreement, the transaction met the requirements of IFRS 5 Non-current Assets Held for Sale and Discontinued Operations. The assets and liabilities should have been classified as Held for Sale from this date till the transfer of the shares to the new owners, effective 22 May 2025 (refer to note 8 for further details).

As at 30 June 2024 and 31 December 2024, the disposal groups and individual assets classified as Held for Sale were stated at fair value less costs to dispose and comprised the following:

Note 5: DISPOSAL OF A SUBSIDIARY

During 2020 Demushuwa Property Developer Proprietary Limited (DPD) approached Medscheme (Namibia) Proprietary Limited (Medscheme Namibia) to purchase the Medscheme Namibia offices which would be converted to consulting rooms for additional health care providers. In return they offered another property very close to the current offices.

The key benefits of relocating Medscheme Namibia will be to accommodate all Windhoek based operations under one roof, have adequate parking, excellent branding opportunity, and readiness with new growth opportunities, and the opportunity to custom design the offices and comply with Group standards.

On 5 August 2022, Medscheme Namibia entered into an agreement to dispose all shares it held in Demushuwa Property Investments Thirty One Proprietary Limited (Demushuwa) to Demushuwa Property Developer Proprietary Limited and Steps Towers Property Investments Proprietary Limited (the purchasers) for an amount of N$35.8 million. This sale would be recognised by the sale of 100% shares and cession of all loan account claims held by Medscheme Namibia.

This sale agreement was entered into on 5 August 2022 contemporaneously with the agreement whereby Medscheme Namibia is to acquire all shares in Silberstein Trading Enterprises Proprietary Limited (Silberstein) from Demushuwa Property Developer Proprietary Limited and Steps Towers Property Investments Proprietary Limited (the sellers) for a total purchase price of N$74.8 million.

On 22 May 2025, Medscheme Namibia concluded the disposal of its 100% shareholding in Demushuwa, and cash proceeds of N$35.8 million were received from the purchasers.

Demushuwa formed part of the Healthcare Africa segment. In the AfroCentric Group accounts, Demushuwa has been deconsolidated with effect 1 June 2025. The financial results of Demushuwa are reported under discontinued operations as from the start of the comparative periods for the Condensed Consolidated Statement of Comprehensive Income and Condensed Consolidated Statement of Cash Flows.

Note 6: ACQUISITION OF A SUBSIDIARY

On 5 August 2022, Medscheme (Namibia) Proprietary Limited (Medscheme Namibia) entered into an agreement with Demushuwa Property Developer Proprietary Limited and Steps Towers Property Investments Proprietary Limited (the sellers) to acquire the benefits to be derived from the property unit to be registered in the name of Silberstein Trading Enterprises Property Limited (Silberstein) by means of purchasing 100% shares in Silberstein from the sellers for a total purchase price of N$74.8 million.

This purchase agreement was entered into contemporaneously on 5 August 2022, with the agreement whereby Medscheme Namibia is to dispose and Demushuwa Property Developer Proprietary Limited and Steps Towers Property Investments Proprietary Limited (the purchasers) are to acquire all rights title, and interest of Medscheme Namibia in Demushuwa. This will be recognised as the sale of all shares and cession of all loan account claims held by Medscheme Namibia by the purchasers for an amount of N$35.8 million.

On 13 June 2025, following the conclusion of the development of the property unit, Medscheme Namibia acquired all the issued share capital of Silberstein. A cash payment to date of N$75.6 million was made to the sellers – this included the total purchase price of N$74.8 million and additional costs to the value of N$0.8 million.

The asset recognised as part of the acquisition is as follows:

Note 7: DISCONTINUED OPERATIONS

Identification and classification of discontinued operations

7.1 AfroCentric Distribution Services Proprietary Limited Group (ADS Group) and Wellworx Proprietary Limited (Wellworx)

The Group deemed AfroCentric Distribution Services Proprietary Limited (ADS), together with its wholly owned subsidiaries Tendahealth Proprietary Limited and AfroCentric Financial Services Proprietary Limited; and Wellworx Proprietary Limited (Wellworx) as ancillary businesses to achieving the Group’s refreshed strategy.

At 30 June 2025, commercial terms were agreed with Sanlam Life Insurance Limited to dispose of 100% of the shares held in ADS and Wellworx; both entities forming part of the Healthcare SA Segment.

Given the probability around the likelihood of finalisation of the sale within the next 12 months, management concluded that the ADS Group and Wellworx businesses meet the criteria of Discontinued Operations under IFRS 5 Non-current assets Held for Sale and Discontinued operations and were classified as Discontinued Operations at 30 June 2025.

After year end, all the conditions precedent to the disposal were fulfilled and the sale and purchase agreements were duly signed and the disposal transaction was completed (refer to note 9 for further details).

7.2 Demushuwa Property Investments Thirty One Proprietary Limited (Demushuwa)

During 2020 Demushuwa Property Developer Proprietary Limited (DPD) approached Medscheme (Namibia) Proprietary Limited (Medscheme Namibia) to purchase the Medscheme Namibia offices which will be converted to consulting rooms for additional health care providers. In return they offered another property very close to the current offices.

The development of the new property was concluded during the current period resulting in the finalisation of the sale of the shares in Demushuwa in May 2025.

On 22 May 2025, Medscheme Namibia concluded the disposal of its 100% shareholding in Demushuwa, and cash proceeds of N$35.8 million were received from the purchasers – Demushuwa Property Developer Proprietary Limited and Steps Towers Property Investments Proprietary Limited. Demushuwa forms part of the Healthcare Africa segment.

As the sale has been finalised, it meets the criteria of discontinued operations under IFRS 5 Non-current assets Held for Sale and Discontinued operations. It has been classified as a Discontinued Operation at 30 June 2025. A corresponding profit on sale of the subsidiary was recognised (refer to note 5 for further details).

The (loss)/profit for the period from discontinued operations comprises of ADS Group, Wellworx and Demushuwa.

The Group is required to represent the results of ADS Group, Wellworx and Demushuwa, previously presented in continuing operations, as discontinued operations for all periods presented.

The impact of the re-presentation of the prior period (loss)/profit for the period was as follows:

The (loss)/profit from discontinued operations are analysed as follows:

NOTE 8: RESTATEMENT OF PRIOR PERIODS

8.1 Restatement of June 2024 and December 2024 results

In August 2022, Medscheme (Namibia) Proprietary Limited entered into an agreement with Demushuwa Property Developer Proprietary Limited and Steps Towers Property Investments Proprietary Limited (the purchasers) to dispose 100% of the shares it held in Demushuwa Property Investments Thirty One Proprietary Limited.

One of the conditions precedent for the sale to be concluded was for the purchasers to obtain a loan from a financial institution for the purchase price. This would be evidence by the purchasers delivering to the sellers a guarantee or letter of undertaking securing the payment of the full amount of the purchase price. This guarantee was obtained on 5 July 2023. The transaction therefore became effective on 5 July 2023.

At the date of securing the guarantee (5 July 2023), the transaction met the requirements of IFRS 5 Non-current Assets Held for Sale and Discontinued Operations. At this date, the assets and liabilities should have been classified as Held for Sale from this date till the transfer of the shares to the new owners, effective 22 May 2025.

During June 2023, June 2024 and December 2024 financial periods, the assets and liabilities were erroneously not classified as Held for Sale.

The error has been corrected by restating each of the affected financial statement lines for prior periods as follows:

Statement of financial position

Statement of comprehensive income

The error did not have a material impact on the Group’s statement of comprehensive income, as it affected the depreciation expense that is not quantitatively material.

Statement of cash flows

NOTE 9: SUBSEQUENT EVENTS

The directors are not aware of any significant matter or circumstance arising after the reporting date up to the date of this report except as stated below:

• As per the SENS dated 24 July 2025, the Group announced the conclusion of the disposal of AfroCentric Distribution Services Proprietary Limited together with its wholly owned subsidiaries Tendahealth Proprietary Limited and AfroCentric Financial Services Proprietary Limited and Wellworx Proprietary Limited to Sanlam Life Insurance Limited for a value of R2.8 million and R12.2 million respectively. Refer to the SENS for further details on the disposal.
• During August 2025, the Group finalised the Net Asset Value (NAV) for: (i) AfroCentric Distribution Services Proprietary Limited together with its wholly owned subsidiaries Tendahealth Proprietary Limited and AfroCentric Financial Services Proprietary Limited; and (ii) Wellworx Proprietary Limited. As part of this process, it was identified that the preliminary NAV, used to determine the proceeds in relation to the sale of these assets was overstated by R1.9 million due to tax expenses pertaining to the period prior to 30 June 2025. Sanlam Life Insurance Limited is in the process of instituting an indemnity claim against AfroCentric Health (RF) Proprietary Limited and Medscheme Limited for this amount in line with the terms of the sale agreements.
• On 20 August 2025, Medscheme (Namibia) Proprietary Limited repaid N$15 million of the capital portion of the mortgage loan.
• Ms Charlotte Mokoena was appointed as an Independent Non-Executive Director, effective 1 October 2025.