The Directors have pleasure in submitting their report on the annual financial statements of Blue Label Telecoms Limited (Blue Label, BLT or the Company) for the year ended 31 May 2025
The Company is incorporated and domiciled in the Republic of South Africa. The Company is an investment holding company.
Details of the Company's interests in subsidiaries, associates and joint ventures are presented in the annual financial statements in notes 3 and 4.
Blue Label Telecoms Limited and its subsidiaries, associates and joint ventures are referred to as the “Group”. The consolidated annual financial statements of Blue Label Telecoms Limited are available from the Company's registered office and online from the Company's website.
Blue Label Telecoms Limited's core business is the virtual distribution of secure electronic tokens of value and transactional services across its global footprint of touch points. The Group's stated strategy is to extend its global footprint of touch points, both organically and acquisitively, to meet the significant demand for the delivery of multiple prepaid products and services through a single distributor, across various delivery mechanisms and via numerous merchants or vendors.
Blue Label has been evaluating a range of strategic options and initiatives to unlock and enhance shareholder value. These strategic options include a potential restructuring of the Group's subsidiaries and associates, with the objective of facilitating the separation of Cell C Limited (“Cell C”) and positioning it for a potential future listing on the Main Board of the Johannesburg Stock Exchange.
The proposed restructure is expected to include a series of related transactions designed to optimise Cell C's capital structure and balance sheet in preparation for such a listing. Implementation of the restructure and potential listing will remain subject to, inter alia, approval by the boards of Blue Label and Cell C, requisite shareholder and regulatory approvals, and prevailing market conditions.
If implemented, the restructure is anticipated to deliver significant benefits to Blue Label and its shareholders. It will enable the separation of Cell C from Blue Label's existing businesses, allowing investors to evaluate the value and strategic focus of Blue Label on a standalone basis.
The proposed restructure includes, among other transactions, the acquisition by Cell C of 100% of Comm Equipment Company Proprietary Limited (“CEC”) – a wholly owned subsidiary of Blue Label – from The Prepaid Company Proprietary Limited, in exchange for additional shares in Cell C (“the proposed acquisition”). CEC is the subsidiary responsible for Cell C's postpaid offerings. Its internalisation will enable Cell C to assume full responsibility for its postpaid customer base, including oversight of the supply chain, commercial operations, marketing, billing, credit management, and collections. The proposed acquisition remains subject to the final agreement of terms and the fulfilment of customary conditions for a transaction of this nature, including standard conditions precedent. One such condition precedent is approval by the Competition Commission. In this regard, the Competition Tribunal has granted approval for the proposed acquisition, marking a significant milestone in the overall restructure of the Blue Label Group.
The annual financial statements have been prepared in accordance with IFRS Accounting Standards and the requirements of the Companies Act, No 71 of 2008. The accounting policies have been applied consistently compared to the prior year.
The operating results and state of affairs of the Company are fully set out in the attached annual financial statements and do not, in our opinion, require any further comment.
The Company recorded a total comprehensive profit for the year ended 31 May 2025 of R367.36 million (2024: loss of R5.93 million), after taxation of Rnil (2024: Rnil).
Refer to note 9 of the annual financial statements for detail of the movement in authorised and issued share capital.
No dividends were declared or paid to the shareholders during the year.
The Company's forecasts and projections, taking account of reasonably possible changes in trading performance, show that the Company should be able to operate within its current funding levels into the foreseeable future.
The Directors reviewed the performance of the Company for the year ended 31 May 2025 including the net profit after tax of R367.36 million and the accumulated loss of R2.58 billion.
After making enquiries, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. The Company therefore continues to adopt the going concern basis in preparing the financial statements.
The Directors in office at the date of this report are as follows:
| Directors | Office | Appointment date |
| Larry M Nestadt (Chairman) | Independent Non–Executive Director | 5 October 2007 |
| Brett M Levy | Chief Executive Director | 1 February 2007 |
| Mark S Levy | Chief Executive Director | 1 February 2007 |
| Nomavuso P Mnxasana | Independent Non–Executive Director | 18 September 2020 |
| Joe S Mthimunye | Independent Non–Executive Director | 5 October 2007 |
| Dean A Suntup | Financial Director | 14 November 2013 |
| Jeremiah S Vilakazi | Independent Non–Executive Director | 19 October 2011 |
| Lindiwe E Mthimunye | Independent Non–Executive Director | 1 November 2022 |
| Happy Masondo | Independent Non–Executive Director | 1 August 2023 |
The individual interests declared by Directors in the Company's share capital as at 31 May 2025, held directly or indirectly, were as follows:
| Nature of interest | ||||||||
| Direct beneficial | Indirect beneficial | |||||||
| Director/officer | 2025 | 2024 | 2025 | 2024 | ||||
|---|---|---|---|---|---|---|---|---|
| LM Nestadt (Chairman) | — | — | 10 000 000 | 10 000 000 | ||||
| BM Levy1 | 71 251 324 | 71 251 324 | 17 772 777 | 17 772 777 | ||||
| MS Levy1 | 63 843 916 | 63 843 916 | 19 120 980 | 19 120 980 | ||||
| JS Mthimunye | 130 000 | 130 000 | 242 573 | 242 573 | ||||
| DA Suntup1 | 5 985 092 | 5 985 092 | 177 778 | 17 778 | ||||
| SJ Vilakazi | — | — | 8 200 | 8 200 | ||||
| 1 | Although 578 521 shares vested to BM Levy and MS Levy and 306 407 shares vested to DA Suntup during the year, the transfer and/or sale of these shares were restricted due to a closed period in terms of the JSE Listings Requirements. The shares will be transferred once the closed period expires. The shares are included in treasury shares and management has concluded that no agency relationship exists over the shares while these rights are restricted. |
The aggregate interest of the current Directors in the capital of the Company was as follows:
| Director/officer | 2025 | 2024 | ||
|---|---|---|---|---|
| Beneficial | 188 532 640 | 188 532 640 |
The beneficial interest held by Directors and officers of the Company constitutes 20.63% (2024: 20.63%) of the issued share capital of the Company. Details of Directors' emoluments are set out in note 22.
On 28 November 2024, the Company passed and filed with the Companies and Intellectual Property Commission the following special resolutions:
On 11 August 2025, the Company passed and filed with the Companies and Intellectual Property Commission the following special resolutions:
Except for the aforementioned, no other special resolutions, the nature of which might be significant to shareholders in their appreciation of the state of affairs of the Company were passed by the Company during the period covered at the date of signing these annual financial statements.
A letter of support was issued in respect of Blue Label Company Proprietary Limited amounting to R19 874 236 (2024: Rnil). In the prior year a letter of support was issued in respect of Gold Label Investments Proprietary Limited amounting to R269 930.
The Board is satisfied that Ms J van Eden has the requisite knowledge and experience to carry out the duties of a Company Secretary of a public company in accordance with section 88 of the Companies Act and is not disqualified to act as such. She is not a Director of the Board and maintains an arm's-length relationship with the Board.
The business and postal address of the Company Secretary appear on the Company's website at www.bluelabeltelecoms.co.za.
On 11 August 2025, a general meeting of shareholders was held to approve the name change of the Company. The requisite additional administrative approvals are still in process at the date of this report. Following these approvals, the Company will be known as Blu Label Unlimited Group Limited ('BLU') effective 3 September 2025.
SizweNtsalubaGobodo Grant Thornton Inc. (SNGGT) will continue in office in accordance with section 90(6) of the Companies Act.
BLU Label Unlimited Integrated Annual Report 2025
