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ISA HOLDINGS LIMITED - Consolidated Audited Financial Statements for the Year Ended 29 February 2024, Dividend Declaration, IAR, AGM Notice

Release Date: 24/05/2024 16:45
Code(s): ISA     PDF:  
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Consolidated Audited Financial Statements for the Year Ended 29 February 2024, Dividend Declaration, IAR, AGM Notice

ISA Holdings Limited
Incorporated in the Republic of South Africa
(Registration number: 1998/009608/06)
Share code: ISA
ISIN: ZAE000067344
("ISA" or "the company" or "the group")


CONSOLIDATED AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY
2024, CASH DIVIDEND DECLARATION, DISTRIBUTION OF ANNUAL REPORT AND NOTICE OF
ANNUAL GENERAL MEETING.


                                                           Audited       Audited
                                                              year          year
                                                             ended         ended
                                                         29 Feb 24     28 Feb 23
                                               Change        R'000         R'000
Highlights from Statement
of Comprehensive Income:

Revenue                                           33%      100 797        75 581
Profit before
Other income and expenses                         23%       48 941        39 809
Earnings after tax                                35%       29 539        21 872
Earnings and diluted earnings
 per share (cents)                                35%         18.9          14.0


Highlights from Statement of
Financial Position:

Total assets                                      14%       86 447         76 171
Cash and cash equivalents                         -6%       30 057         31 971
Equity                                             9%       62 921         57 814
Total liabilities                                 28%       23 526         18 357

Highlights from Statement of
Changes in Equity:

Dividends paid during the year                    29%       24 432         34 406
Ordinary dividend per share
 paid (cents)                                     29%          8.0            6.2
Special dividend per share
 Paid (cents)                                   -100%            -           10.0
Interim dividend per share
 Paid (cents)                                    28%           7.7            6.0
Net asset value per share
 at end of period (cents)                           9%        40.5           37.1
Headline earnings per
 share (cents)                                    35%         18.9           14.0
Diluted headline earnings per
 share (cents)                                    35%         18.9           14.0


Notes to the statements:

RECONCILIATION OF HEADLINE EARNINGS
Earnings as per statement of comprehensive income          29 539         21 872
Headline earnings                                          29 539         21 872
Headline earnings per share (cents)                          18.9           14.0

I am pleased to present our results for the full year ended 29 February 2024
("the current reporting period"), which continue to be underpinned by a high
portion of recurring revenue, a robust balance sheet and strong cash flows. In
context of the exceptionally challenging trading conditions in which we operate,
together with the extreme pressure on the local economy, I am satisfied with
our performance and humbled by the tremendous support that we have received
through this challenging time from our staff, customers, suppliers, vendor
partners and shareholders.

Financial
Revenue increased by 33% during the current reporting period to R100.8 million
compared to R75.6 million in the previous corresponding reporting period ("the
prior reporting period"), of which 88% is subscription derived and includes a
healthy mix of products, subscriptions and our Managed Security Service
offerings that feature MSS Pulse, our internally developed security
infrastructure management and monitoring platform. The high proportion of
subscription derived turnover in the current reporting period is indicative of
the trend in terms of which customers are showing a preference for subscribing
to consumption-based security solutions which offer a heightened level of
flexibility and scalability that is difficult to achieve in the traditional
procurement model where companies would purchase hardware and software assets
complemented with an array of value-added services offered by the local reseller
community. This trend is likely to continue for the foreseeable future and we
anticipate maintaining a strong proportion of subscription derived turnover in
our revenue mix.

Profit before other income and expenses increased by 23% during the current
reporting period to R48.9 million, representing a gross margin of 49% compared
to 53% in the prior reporting period. This reduction in gross margin is largely
due to the recognition of a couple of low margin 'product sales' during the
current reporting period that excluded any of our higher margin services.

Operating expenditure increased by 12% to R29.1 million compared to R25.9
million in the prior reporting period, which increase is largely attributed to
recruitment and payroll related expenses.

Our share of profits from DataProof, our equity-accounted investment, increased
by a pleasing 63% to R12.6 million from R7.7 million in the prior reporting
period, with notable successes coming from their cybersecurity business unit.
While their records management business unit has been challenged in maintaining
momentum in the current reporting period, in part due to certain critical system
failures and staffing challenges which have been subsequently addressed, they
are certainly building a formidable business and reputation around their
cybersecurity service offerings, notably those related to their 24/7 SOC
incident and event monitoring.

Total comprehensive income attributable to equity shareholders for the current
reporting period increased to R29.5 million from R21.9 million in the prior
reporting period, representing a pleasing 35% increase in headline and earnings
per share to 18.9 cents, from 14.0 cents in the prior reporting period.

Cash Distribution
During the current reporting period an interim dividend of R11.9 million for
the half year ended 31 August 2023 was declared and paid to shareholders,
representing a cash distribution of 7.7 cents per share. With the realisation
of earnings of 18.9 cents per share for the current reporting period, we are
now pleased to declare a final ordinary cash dividend to shareholders for the
year ended 29 February 2024 of 11.2 cents per share, which will be subject to
dividend tax legislation.

The board of directors of ISA ("board") has reasonably concluded that the
company will satisfy the solvency and liquidity requirements immediately after
distribution thereof and for the next 12 months.
The salient dates for the ordinary dividend will be as follows:

Declaration date                                       Friday,       24 May   2024
Last day to trade                                      Tuesday,     16 July   2024
Shares trade ex-dividend                               Wednesday,   17 July   2024
Record date                                            Friday,      19 July   2024
Payment date                                           Monday,      22 July   2024

Share certificates may not be dematerialised or rematerialised between
Wednesday, 17 July 2024 and Friday, 19 July 2024, both days inclusive.

In terms of the dividend tax legislation, effective 1 April 2012, the following
additional information is disclosed:

-   This is a dividend as defined in the Income Tax Act, 1962, and is payable
    from income reserves.
-   The South African dividend tax (DT) rate is 20%.
-   The DT to be withheld by the company in respect of the ordinary dividend
    amounts to 2.24 cents per share.
-   The net ordinary dividend payable to shareholders who are not exempt from
    DT is therefore 8.96 cents per share, while a gross ordinary dividend
    of 11.2 cents per share is payable to those shareholders who are exempt
    from DT.
-   The issued share capital of the company at the declaration date comprises
    170 592 593 ordinary shares.
-   The company's income tax reference number is 9340/150/71/4.

Market and prospects
I continue to be optimistic about our long-term prospects, as the key drivers
of the information security market remain robust. With the continued evolution
and persistence of threats and attack vectors against organisational information
and IT resources, together with the increased regulatory and legislative
compliance requirements, stakeholders continue to elevate the importance of
security within their organisations. By leveraging this positive sentiment
towards the information and infrastructure security market, as well as our
positioning as a thought leader in this market segment, we are likely to continue
delivering above average tangible returns over time.

Conclusion
On behalf of the board, I would like to take this opportunity to thank the ISA
team for their continued dedication and hard work. My appreciation is also
extended to my colleagues on the board for their wise counsel and valuable
input. Finally, I thank all stakeholders, customers and vendors for their
support, and I look forward to meeting shareholders at the Annual General
Meeting to be held on Wednesday, 26 June 2024.

Integrated Annual Report
Shareholders are advised that the integrated annual report for the year ended
29 February 2024 has been distributed to shareholders today, 24 May 2024 and
will be available on the company's website at www.isa.co.za.

Notice of Annual General Meeting
Notice is hereby given that the Annual General Meeting of shareholders of ISA
("AGM") will be held at 10:00 on Wednesday, 26 June 2024 through electronic
participation.

The salient information pertaining to the AGM is set out below:

Issuer name                                               ISA Holdings Limited
Type of instrument                                             Ordinary shares
ISIN number                                                       ZAE000067344
JSE code                                                                   ISA
Meeting type                                            Annual General Meeting
Meeting venue                                                          Virtual
Record date – to determine
 which shareholders are entitled to
 receive the notice                                        Friday, 17 May 2024
Publication/Electronic distribution date                   Friday, 24 May 2024
 Last day to trade – last day to trade to determine
 eligible shareholders that may attend, speak and
 vote at the AGM                                         Tuesday, 18 June 2024
Record date – record date to determine eligible
 Shareholders that may attend, speak and vote at
 the AGM                                                  Friday, 21 June 2024
Meeting deadline date - (for administrative
 purposes), forms of proxy for the AGM to be
 lodged                                          10:00 on Monday, 24 June 2024
Virtual AGM date                             10:00 on Wednesday, 26 June 2024
Publication of results                                 Wednesday, 26 June 2024
Website link                                             www.isaholdings.co.za


Shareholders who wish to participate electronically at the Annual General
Meeting    are    required    to   contact    JSE    Investor    Services    at
meetfax@jseinvestorservices.co.za; or alternatively contact JSE Investor
Services' offices on +27 86 154 6572 as soon as possible, but in any event, for
administrative purposes only, by no later than 10:00 on Monday, 24 June 2024.


RESULTS ANNOUNCEMENT
The content of this announcement is the responsibility of the directors of the
board. The results announcement does not include full or complete details of
the Consolidated Audited Annual financial statements for the year ended
29 February 2024 ("2024 AFS"). Any investment decision by investors or
shareholders should be based on the consideration of the 2024 AFS which are
available as detailed below. The information contained in this results
announcement has not been reviewed or reported on by the company's auditors.


The 2024 AFS have been audited by the company's auditor, Crowe JHB, who
expressed an unmodified audit opinion thereon. The audit report, together
with the 2024 AFS included in the Annual Report are available on the JSE
cloudlink: https://senspdf.jse.co.za/documents/2024/jse/isse/isa/ye24.pdf
and has also published on the company's website at
https://www.isa.co.za/annualreports/ISAhold Integrated Annual Report
2024.pdf.



For and on behalf of the board,

Clifford Katz
Chief Executive Officer
Johannesburg
24 May 2024

Directors: CS Katz (Chief Executive Officer), PJG Green (Chief Technical
Officer), P Mogoboya (Financial Director), AJ Naidoo#, DC Seaton*, N
Maphothi*, O Seku*(Chairperson)

# Non-executive
* Independent non-executive

Designated Adviser: Merchantec Capital

www.isaholdings.co.za

Date: 24-05-2024 04:45:00
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