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Consolidated Audited AFS for the year ended 28 February 2025, Cash Dividend Declaration, AR & Notice of AGM
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 28 FEBRUARY
2025, CASH DIVIDEND DECLARATION, DISTRIBUTION OF ANNUAL REPORT AND NOTICE OF
ANNUAL GENERAL MEETING.
Audited Audited
year year
ended ended
28 Feb 25 29 Feb 24
Change R'000 R'000
Highlights from Statement
of Comprehensive Income:
Revenue 17% 117 721 100 797
Profit before
Other income and expenses 15% 56 090 48 941
Earnings after tax -12% 26 053 29 539
Earnings and diluted earnings
per share (cents) -12% 16.7 18.9
Highlights from Statement of
Financial Position:
Total assets 15% 99 187 86 447
Cash and cash equivalents 25% 37 630 30 057
Equity 14% 71 630 62 921
Total liabilities 17% 27 557 23 526
Highlights from Statement of
Changes in Equity:
Dividends paid during the year -28% 17 583 24 432
Ordinary dividend per share
paid (cents) 40% 11.2 8.0
Interim dividend per share
Paid (cents) -100% - 7.7
Net asset value per share
at end of period (cents) 13% 45.8 40.5
Headline earnings per
share (cents) -12% 16.7 18.9
Diluted headline earnings per
share (cents) -12% 16.7 18.9
Notes to the statements:
RECONCILIATION OF HEADLINE EARNINGS
Earnings as per statement of comprehensive income 26 053 29 539
Headline earnings 26 053 29 539
Headline earnings per share (cents) 16.7 18.9
I am pleased to present our results for the full year ended 28 February 2025
("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 a pleasing 17% during the current reporting period to
R117.7 million compared to R100.8 million in the previous corresponding
reporting period ("the prior reporting period") and continues to include a
healthy mix of third-party products, technology subscriptions and our Managed
Security Service offerings that feature MSS Pulse, our internally developed
security infrastructure management and monitoring platform.
Profit before other income and expenses increased by 15% during the current
reporting period to R56.1 million, from R48.9 million in the prior reporting
period, representing a healthy gross margin of 48%, which is slightly lower
than the 49% in the prior reporting period. With margin pressure on the sale
of products and technology subscriptions continuing through the
current reporting period, a reality of the IT security and IT industry as a
whole, the negative impact of such was largely offset by the increase in
revenue of our higher margin service offerings.
Operating expenditure increased by 10% to R31.9 million compared to R29.1
million in the prior reporting period, which is largely attributable to
payroll related expenses. While this modest increase may be thought of as
desirable, management point out that it was somewhat lower than expected
because they continue to struggle to attract and retain the required skills
and human resources needed in the business to maintain their growth and
service levels. Management is actively investigating the use of various
artificial intelligence (AI) technologies to ease some of this pressure in
both the short and longer term.
On a less pleasing note, our share of profits from DataProof, our equity-
accounted investment, decreased substantially by 51% to R6.1 million from
R12.6 million in the prior reporting period. This dramatic decrease was
largely due to them recognising a large deal in their cyber security
division, which individually made up more than 40% of their total revenue, in
the prior reporting period in contrast to the current reporting period. In
addition to this comparative anomaly in their cyber security division,
DataProof's record management division also performed poorly and hardly
contributed to the bottom line during the current reporting period.
Earnings attributable to equity shareholders for the current reporting period
unfortunately decreased to R26.1 million from R29.5 million in the prior
reporting period, representing a 12% decrease in headline and earnings per
share to 16.7 cents, from 18.9 cents in the prior reporting period. Of
interest, if DataProof's share of profits from both the current and prior
reporting period results were to be excluded, earnings attributable to equity
shareholders for the current reporting period would have increased by a
pleasing 17%.
Trade and other receivables decreased by 16% to R13.4 million in the current
reporting period, while trade and other payables increased by 22% to R26.3
million in the current reporting period. Management points out that this does
not relate to a change in cash management practices within the business but
rather to the timing of deals within their respective reporting periods.
Cash and cash equivalents increased by 25% to R37.6 million in the current
reporting period, from R30.1 million in the prior reporting period, this
after dividends of R17.6 million were paid to shareholders during the current
reporting period. Once again DataProof did not declare a dividend during the
current reporting period as they continue to preserve their healthy cash
reserves while considering several capital allocation options available to
them.
Cash Distribution
During the current reporting period a final ordinary dividend of R17.6
million for the year ended 29 February 2024 was declared and paid to
shareholders, representing a cash distribution of 11.2 cents per share. With
the realisation of earnings of 16.7 cents per share for the current reporting
period, we are now pleased to declare a final ordinary dividend to
shareholders for the year ended 28 February 2025 of 16.7 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, 23 May 2025
Last day to trade Tuesday, 15 July 2025
Shares trade ex-dividend Wednesday, 16 July 2025
Record date Friday, 18 July 2025
Payment date Monday, 21 July 2025
Share certificates may not be dematerialised or rematerialised between
Wednesday, 16 July 2025 and Friday, 18 July 2025, 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 3.34 cents per share.
- The net ordinary dividend payable to shareholders who are not exempt from
DT is therefore 13.36 cents per share, while a gross ordinary dividend
of 16.7 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, 25 June 2025.
Integrated Annual Report
Shareholders are advised that the integrated annual report for the year ended
28 February 2025 has been distributed to shareholders today, 23 May 2025 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, 25 June 2025 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, 16 May 2025
Publication/Electronic distribution date Friday, 23 May 2025
Last day to trade – last day to trade to determine
eligible shareholders that may attend, speak and
vote at the AGM Tuesday, 17 June 2025
Record date – record date to determine eligible
Shareholders that may attend, speak and vote at
the AGM Friday, 20 June 2025
Meeting deadline date - (for administrative
purposes), forms of proxy for the AGM to be
lodged 10:00 on Monday, 23 June 2025
Virtual AGM date 10:00 on Wednesday, 25 June 2025
Publication of results Wednesday, 25 June 2025
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, 23 June
2025.
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
28 February 2025 ("2025 AFS"). Any investment decision by investors or
shareholders should be based on the consideration of the 2025 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 2025 AFS have been audited by the company's auditor, Crowe JHB, who
expressed an unmodified audit opinion thereon. The audit report, together
with the 2025 AFS included in the Annual Report are available on the JSE
cloudlink: https://senspdf.jse.co.za/documents/2025/jse/isse/isa/ye25.pdf
and has also published on the company's website at
https://www.isa.co.za/annualreports/ISAhold Integrated Annual Report
2025.pdf.
For and on behalf of the board,
Clifford Katz
Chief Executive Officer
Johannesburg
23 May 2025
Directors: CS Katz (Chief Executive Officer), PJG Green (Chief Technical
Officer), P Mogoboya (Financial Director), AJ Naidoo#, N Maphothi*, O
Seku*(Chairperson)
# Non-executive
* Independent non-executive
Designated Adviser: Merchantec Capital
www.isaholdings.co.za
Date: 23-05-2025 05:25:00
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