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AYO TECHNOLOGY SOLUTIONS LIMITED - Publication Of Audited Consolidated Financial Statements For The Year Ended 31 August 2023 Update Change Statement

Release Date: 04/04/2024 10:00
Code(s): AYO     PDF:  
Wrap Text
Publication Of Audited Consolidated Financial Statements For The Year Ended 31 August 2023 – Update Change Statement

AYO TECHNOLOGY SOLUTIONS LIMITED
(Incorporated in the Republic of South Africa)
Registration number: 1996/014461/06
JSE share code: AYO
ISIN: ZAE000252441
("AYO" or "the Company")

PUBLICATION OF AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED
31 AUGUST 2023 – UPDATE TO CHANGE STATEMENT

Shareholders are referred to the 'Publication of Audited Consolidated Financial Statements for the year
ended 31 August 2023, Availability of Integrated Annual Report and Notice of virtual Annual General
Meeting' announcement released on SENS on 31 January 2024 ("Change Statement") and to the
subsequent announcement released on SENS on 2 February 2024 to correctly attach the Audited
Consolidated Annual Financial Statements for the year ended 31 August 2023 ("AFS") to the JSE
cloudlink.

The Change Statement included a description of the changes and circumstances that led to such
changes between the Reviewed Condensed Consolidated Financial Statements for the year ended
31 August 2023 ("Reviewed Results") published on SENS on 6 December 2023 and the AFS published
on 31 January 2024.

For completeness, shareholders are hereby provided with an update to the Change Statement which
now includes the Notes impacted by the aforementioned changes. As at the date of this publication there
have been no further changes to the numbers contained in the Change Statement and the AFS.

1. Adjustments
   Changes between the Reviewed Results and the AFS comprise of:

    •   Write back of the VAT receivable asset after the final assessment by the Company's auditors.
        In the Reviewed Results, it was previously expensed. The impacted line items in the financial
        statements are as follows:
        - Decrease in operating expenses R26.148 million.
        - Increase VAT receivable R26.148 million.
        - Decrease in retained loss R26.148 million.

    •   The changes in the allocation of amounts in the other operating losses of R24.221 million are
        detailed in note 29 below.

        The overall net impact on the loss after tax amounts to a decrease of R1.927 million from
        R640.741 million to R638.814 million, resulting in loss per share ("LPS") decreasing by 0.56
        cents per share from (180.53) cents to (179.97) cents. The change in headline loss per share
        ("HLPS") is an increase of 1.17 cents per share from (176.46) cents to (177.63) cents.

    •   As   a result of the above, the following notes have changed:
        -     Note 15 Trade and other receivables
        -     Note 29 Operating expenses
        -     Note 30 Other operating losses
        -     Note 33 Earnings per share

        Please see the financial statements extract below:




Change to the financial statements:
 Consolidated statement of
 financial position
 as at 31 August 2023
                                                                       Reviewed
                                                            AFS          Results
                                                 31 August 2023   31 August 2023
                                         Notes            R'000            R'000    Change
 Assets
 Non-current assets                                    872 962           872 962
 Property, plant and equipment            3             34 798            34 798          –
 Right-of-use of assets                   4             43 846            43 846          –
 Goodwill                                 5             75 458            75 458          –
 Intangible assets                        6            109 524           109 524          –
 Investments in equity-accounted joint
 ventures and associates                  7             60 151            60 151          –
 Loans to related party companies         8            137 239           137 239          –
 Other loans receivable                   9            207 241           207 241          –
 Investments at fair value through
 profit or loss                           10            118 227          118 227         –
 Derivatives financial asset             11.1                 –                –         –
 Finance lease receivables                12                  –                –         –
 Deferred tax assets                      13             86 478           86 478         –
 Current assets                                       2 185 338        2 159 190    26 148          1%
 Inventories                              14            238 659          238 659         –
 Loans to related party companies         8             282 848          282 848         –
 Other loans receivable                   9               8 375            8 375         –
 Trade and other receivables              15          1 253 345        1 227 197    26 148          2%
 Other financial assets                   16            208 300          208 300         –
 Finance lease receivables                12              3 131            3 131         –
 Current tax receivable                                   1 023            1 023         –
 Cash and cash equivalents                17            189 657          189 657         –
 Total current assets                                 2 185 338        2 159 190    26 148          1%
 Total assets                                         3 058 300        3 032 152    26 148          1%
 Equity and liabilities                                                                  –
 Equity                                                                                  –
 Stated capital                           18          4 441 051         4 441 051        –
 Reserves                                 19           (36 913)          (36 913)        –
 Accumulated loss                                   (2 250 465)       (2 276 613)   26 148          -1%
 Equity attributable to shareholders
 of AYO                                               2 153 673        2 127 525    26 148          1%
 Non-controlling interests                              111 673          111 673         –
 Total equity                                         2 265 346        2 239 198    26 148          1%
 Liabilities                                                                             –
 Non-current liabilities                                32 968            32 968         –
 Derivatives financial liability         11.2                –                 –         –
 Lease liabilities                        20            28 616            28 616         –
 Employee benefit obligation              21             3 231             3 231         –
 Other financial liabilities                             1 121             1 121         –
 Current liabilities                                   759 986           759 986         –
 Trade and other payables                 23           405 362           405 362         –

Other financial liabilities                               8 189              8 189         –
Lease liabilities                         20             22 856             22 856         –
Deferred income                           22             19 995             19 995         –
Current tax payable                                      45 330             45 330         –
Provisions                                24            218 318            218 318         –
Dividend payable                                         39 930             39 930         –
Bank overdraft                            17                  6                  6         –
Total current liabilities                               759 986            759 986         –
Total liabilities                                       792 954            792 954         –
Total equity and liabilities                          3 058 300          3 032 152    26 148          1%


Consolidated statement of profit or loss and other
comprehensive income
for the year ended 31 August 2023
                                                                        Reviewed
                                                            AFS            Results
                                                 31 August 2023    31 August 2023
                                        Notes              R'000             R'000   Change
Revenue                                    26          2 253 494         2 253 494        –
Cost of sales                              27        (1 902 233)       (1 902 233)        –
Gross profit                                             351 261           351 261        –
Other operating income                      28            21 484            21 484        –
Other operating (losses)
gains/losses                                29          (79 795)          (55 574)   (24 221)         44%
Other operating expenses                    30         (865 808)         (891 956)     26 148         -3%
Movement in expected credit losses                     (193 980)         (193 980)          –
Finance income                              31           150 461           150 461          –
Finance costs                                           (22 402)          (22 402)          –
Loss from equity-accounted
investments                                             (12 541)          (12 541)         –
Loss before taxation                                   (651 320)         (653 247)     1 927      0,3%
Taxation                                    32            12 506            12 506         –
Loss after taxation                                    (638 814)         (640 741)     1 927      0,3%
                                                                                           –
Other comprehensive income:                                                                –
                                                                                           –
Items that will be subsequently
reclassified to profit or loss:                                                             –
Exchange differences on translating foreign
operations                                               (3 006)           (3 006)          –
Income tax relating to items that will not be
reclassified.                                                 –                             –
Total items that will be subsequently
reclassified to profit or loss                           (3 006)           (3 006)          –
Other comprehensive (loss)/income for the
year net of tax                                          (3 006)           (3 006)          –
Total comprehensive loss for the
year                                                   (641 820)         (643 747)     1 927      0,3%
                                                                                           –
Loss after taxation attributable to:                                                       –
Shareholders of AYO                                    (617 867)         (619 794)     1 927      0,3%
Non-controlling interests                               (20 947)          (20 947)         –
Total loss after taxation                              (638 814)         (640 741)     1 927      0,3%
                                                                                           –

 Total comprehensive loss
 attributable to:                                                                                                              –
 Shareholders of AYO                                  (620 873)            (620 873)        –
 Non-controlling interests                            (20 947)             (20 947)        –
 Total comprehensive loss                             (641 820)            (641 820)        –
                                                                                                                               –
 Earnings per share (cents)                                                                                                    –
 Loss per share (cents)                    33          (179,97)            (180,53)     0,56

 Headline loss per share (cents)           33          (177,63)            (176,46)     1,17


Changes to the Notes

Note 15 - Trade and other receivables



                                                                               Reviewed
 TRADE AND OTHER RECEIVABLES                             AFS                    Results
                                                         2023                    2023 
                                                         R'000                   R'000            Change
 Financial Instruments:
 Trade receivables                                       424 780                 424 780              -
 Loss allowance                                          (17 924)                (17 924)             -
 Trade receivables at amortised cost                     406 856                 406 856              -
 Deposits                                                18 570                  18 570               -
 Accrued income                                             389                     389               -
 Funds held in Trust                                     89 590                  89 590               -
 Related party receivables                                68 797                  68 797              -
 Expected credit loss of related party
 receivables                                             (14 081)                (14 081)             -
 Sundry customers                                         10 384                  10 384              -
 Non-financial instruments                                                                                                     -
 Value added taxation                                    32 783                    6 635          26 148
 Prepayments                                             29 677                   29 677              -
 Provision for impairment of prepayments                 (9 041)                  (9 041)             -
 *Other prepayments                                      619 423                  619 423             -
  Total                                                 1 253 345                 1 227 197

*Other prepayments are funds paid out to the PIC in relation to the AYO/PIC settlement agreement. Once
the settlement agreement conditions are met there will be an effect on the equity of the Company.




Note 29 - Other Operating Gains or Losses
                                                                   Reviewed
 OTHER OPERATING GAINS/(LOSSES)
                                                          AFS        Results
                                                          2023          2023
                                                         R'000         R'000            Change
 Fair value gains/(losses) on investments
 designated as at fair value through profit or
 loss                                                   15 762         (5 193)           20 955    403%      1
 Fair value loss on NCI written put option                    -
                                                                       12 716          (12 716)    100%      1
 Fair value gains/(losses) on call options
                                                     (114 478)       (77 655)          (36 823)      47%     2
 Net foreign exchange gains/(losses)
                                                          (159)        (1 300)            1 141      88%     3
 Fair value (losses)/gains on contingent
 considerations                                               -         8 162            (8 162)   100%      1
 Loss on sale of investments                                  -
                                                                     (11 122)            11 122    100%      4
 Profit on sale of property, plant and
 equipment                                                  117          (144)              261    180%      5
 Profit on sale of intangible assets                          -
                                                                             -                 -
 Profit on early termination of lease
                                                          7 154          7153                  1
 Fair value loss - initial recognition of loan                -
                                                                             -                 -
 Fair value of BBBEE shares
                                                         11 809        11 809                 -              6
                                                       (79 795)      (55 574)            24 221


1) Due to the fact that the Reviewed Results were condensed, certain line items (namely Fair value
   gains/(losses) on investments designated as at fair value through profit or loss , Fair value loss on
   NCI written put option and Fair value (losses)/gains on contingent considerations) were classified
   in fair values and subsequently, as advised by the auditors, were as is more appropriate
   disaggregated in the AFS.
2) AYO corrected the accounting for the derecognition of the Option in the AFS by ensuring it passes
   through equity and not the income statement, as was done in the Reviewed Results, to align to
   ISA 32.23.
3) A portion of fair value gains or losses in the amount of R1.141 million was incorrectly allocated to
   Net foreign exchange gains or losses in the Reviewed Results. This was subsequently corrected
   in the AFS.
4) A fair value amount of R11.122 million was incorrectly classified to loss on sale of investments in
   the Reviewed Results but corrected into the correct fair value account in the AFS.
5) A portion of fair value amount of R0.261 million was incorrectly allocated to profit on sale of plant
   and equipment in the Reviewed Results. This was corrected in the AFS.
6) The BBBEE shares (fair value on IFRS 2) were not disclosed in the Reviewed Results due to a
   printing error.




Note 30 - Other operating expenses
 OTHER OPERATING EXPENSES
                                                            Reviewed
                                                   AFS        Results
 Major items included in other operating           2023          2023
 expenses:                                        R'000         R'000       Change
 Employee costs                                 275 199       275 199              -
 Depreciation and amortisation                   50 967        50 967              -
 Impairment expenses                              9 952         9 952              -
 Consulting fees                                137 470       137 470              -
 VAT apportionment                               99 866       126 014       (26 148)
 Retrenchment costs                              27 316        27 316              -
 Other operating expenses                       265 038       265 038              -
                                                865 808       891 957       (26 148)

The auditors performed an assessment of the possible VAT liability and came to a conclusion that an
adjustment of R26 million had to be made.

Note 33 – Earnings per share


                                                                                        Reviewed
 EARNINGS PER SHARE                                                             AFS       Results
                                                                                2023         2023
                                                                               R'000        R'000          Change
 Earnings per share ("EPS") are derived by dividing the
 earnings attributable to equity holders of AYO by the
 weighted average number of ordinary shares.
 Basic and diluted (loss)/earnings per share (cents)                         (179,97)    (180,53)             0,56
 There are no diluted options and other diluted potential
 ordinary shares, therefore, basic and diluted
 (loss)/earnings are the same.
 The (losses)/earnings and weighted average number of
 ordinary shares used in the calculation of basic and
 diluted (losses)/earnings per share are as follows:
 (Losses)/earnings attributable to shareholders of AYO                      (617 867)   (619 794)            1 927

 Weighted average number of shares (000)                                     343 314     343 314               -

 Net asset value per share
 Net asset value per share (cents)                                             659,85      652,23             7,62

                                                                               Net of   Reviewed
                                                             Gross of tax         tax     Results
 Headline earnings per share
 Headline loss/earnings is determined as follows:
 (Loss)/earnings attributable to shareholders of AYO                        (617 867)   (619 794)            1 927
 Adjusted for:
 Profit on sale of property, plant and equipment                   (117)         (85)       (117)                  -
 Loss on disposal of subsidiary                                   11 122        8 119      11 122                  -
 Profit on sale of intangibles                                         -            -
 Impairment of intangibles and property, plant and
                                                                        -
 equipment                                                                          -
 Tax effect of adjustments                                              -           -       2971            (2 971)
 Headline earnings                                                          (609 833)   (605 818)        (4 015,35)

 Weighted average number of shares (000)                          343 314    343 314             -
 Headline (loss)/earnings per share (cents)                      (177,63)   (176,46)        (1,17)

 Please note the format in the AFS differs from the
 format in the Reviewed Results.


Cape Town
4 April 2024

Joint Sponsor
Vunani Sponsors

Joint Sponsor
Merchantec Capital





Date: 04-04-2024 10:00:00
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