ANNUAL RESULTS
UNLIMITED
POTENTIAL
ANNUAL RESULTS
UNLIMITED
POTENTIAL
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The Directors have pleasure in presenting the Group annual financial statements of Blu Label Unlimited Group Limited (“Group”, “Blu Label”, “BLU” or “the Company”) and its subsidiary, associate and joint venture companies (“the Group”) for the year ended 31 May 2026.
PRINCIPAL ACTIVITIES AND STRATEGY
Blu Label Unlimited Group 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.
STRATEGIC REVIEW
The year ended 31 May 2026 was characterised by disciplined execution in a challenging consumer environment and continued progress in building a simpler, more focused Blu Label. The Group’s core platforms remained cash-generative, supported by disciplined cost management, improved liquidity and a sharper focus on earnings quality and returns.
Blu Label is increasingly positioned as an essential-services platform spanning distribution and payments, data intelligence, embedded financial services, and infrastructure and energy. Cell C’s independent positioning has reduced Group complexity, while Blu Label’s shareholding retains strategic optionality. The priority for FY2027 is clear: generate cash, maintain balance-sheet flexibility, execute against the Group’s growth opportunities and allocate capital with discipline.
FINANCIAL RESULTS
The Group recorded a net loss after tax attributable to equity holders for the year ended 31 May 2026 of R4.882 billion (2025: Profit of R2.484 billion). Full details of the financial position and results of the Group and its segments are set out in the Group annual financial statements. The Group annual financial statements for the year ended 31 May 2026 were approved by the Board and signed on its behalf on 25 August 2026.
SHARE CAPITAL
Full details of the authorised, issued and unissued capital of the Company at 31 May 2026 are contained in note 6.1 of the Group annual financial statements.
DIVIDENDS
Dividend number 9 was declared and approved by the Board of Directors. On 24 February 2026, the Board approved a dividend of 43.56126 cents per ordinary share, from income reserves. The interim dividend in respect of ordinary shares for the year ended 31 May 2026 has been recognised in the financial statements.
Before declaring the dividend, the Board applied the solvency and liquidity test on the Company and reasonably concluded that the Company satisfied the solvency and liquidity test immediately after payment of the dividend.
The number of ordinary shares in issue at the date of this declaration was 913 655 873. The ordinary dividend was subject to a local dividend withholding tax rate of 20%.
Accordingly, for those shareholders not exempt from paying dividend withholding tax, the net ordinary dividend was 34.84901 cents per ordinary share.
GOING CONCERN
The Group’s forecasts and projections, taking account of reasonably possible changes in trading performance, show that the Group should be able to operate within its current funding levels in the foreseeable future. After making enquiries, the Directors have a reasonable expectation that the Group has adequate resources and facilities to continue in operational existence for the foreseeable future and is not at risk of breaching its covenants. The Group therefore continues to adopt the going concern basis in preparing the financial statements.
DIRECTORATE
The following are the details of the Company’s Directors:
|
Name |
Office |
Appointment date |
Resignation date |
|---|---|---|---|
|
Larry M Nestadt (Chairman) |
Independent Non-Executive Director |
5 October 2007 |
|
|
Brett M Levy |
Joint Chief Executive Director |
1 February 2007 |
|
|
Mark S Levy |
Joint 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 |
29 August 2025 |
|
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 |
|
|
Lindsay P Ralphs |
Independent Non-Executive Director |
24 February 2026 |
|
|
Ramakhathela D Mokhobo |
Independent Non-Executive Director |
1 October 2025 |
DIRECTORS’ INTERESTS
The individual interests declared by Directors in the Company’s share capital as at 31 May 2026, held directly or indirectly, were as follows:
|
Nature of interest |
|||||||
|---|---|---|---|---|---|---|---|
|
Direct beneficial |
Indirect beneficial |
||||||
|
Director |
2026 |
2025 |
2026 |
2025 |
|||
|
LM Nestadt (Chairman) |
– |
– |
10 200 000 |
10 000 000 |
|||
|
BM Levy1 |
72 660 979 |
71 251 324 |
27 772 778 |
17 772 778 |
|||
|
MS Levy1 |
65 253 571 |
63 843 916 |
29 120 980 |
19 120 980 |
|||
|
RD Mokhobo |
153 417 |
– |
– |
– |
|||
|
JS Mthimunye2 |
130 000 |
130 000 |
446 573 |
242 573 |
|||
|
DA Suntup1 |
6 731 700 |
5 985 092 |
177 778 |
177 778 |
|||
|
SJ Vilakazi |
– |
– |
8 200 |
8 200 |
|||
1 Although 578 521 shares vested to BM Levy and MS Levy and 306 407 vested to DA Suntup during the 2025 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 were transferred once the closed period expired on 24 November 2025. The shares were included in treasury shares and management concluded that no agency relationship existed over the shares while these rights were restricted.
2 Resigned 29 August 2025.
There was no change in the interests held by Directors between 31 May 2026 and the date of approval of these annual financial statements.
The aggregate interest of the current Directors in the capital of the Company was as follows:
|
Number of shares |
|||
|---|---|---|---|
|
Director |
2026 |
2025 |
|
|
Beneficial |
212 079 403 |
188 532 641 |
|
The beneficial interest held by Directors and officers of the Company constitutes 23.21% (2025: 20.63%) of the issued share capital of the Company.
Details of Directors’ emoluments and equity compensation benefits are set out in note 5.3 of the Group annual financial statements and details of the conditional share plan are set out in note 5.1.
RESOLUTIONS
On 11 August 2025, the Company passed and filed with the Companies and Intellectual Property Commission the following special resolutions:
On 20 October 2025, the Company passed and filed with the Companies and Intellectual Property Commission the following special resolutions:
On 21 November 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 Group, were passed by the Company or its subsidiaries during the period covered at the date of signing these Group annual financial statements.
COMPANY SECRETARY
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.
Subsequent Events
Dividend declaration
Subsequent to 31 May 2026, the Board declared and approved dividend number 10.
On 25 August 2026, the Board approved a gross dividend of 10.00 cents per ordinary share, payable from income reserves. Together with the interim dividend of 43.56 cents per ordinary share declared in February 2026, this brings the total dividends declared in respect of the year ended 31 May 2026 to 53.56 cents per ordinary share. As the final dividend was declared after the reporting date, it has not been recognised in the financial statements for the year ended 31 May 2026. The salient dates are as follows:
|
Declaration date |
Wednesday, 26 August 2026 |
|---|---|
|
Last date to trade cum dividend |
Tuesday, 15 September 2026 |
|
Trading ex-dividend commences |
Wednesday, 16 September 2026 |
|
Record date |
Friday, 18 September 2026 |
|
Payment date |
Monday, 21 September 2026 |
Share certificates may not be dematerialised or rematerialised between Wednesday, 16 September 2026 and Friday, 18 September 2026, both days inclusive.
Prior to declaring the dividend, the Board applied the solvency and liquidity test to the Company and reasonably concluded that the Company will satisfy that test immediately after payment of the dividend. The number of ordinary shares in issue at the date of this declaration is 913 655 873. The dividend is subject to local dividend withholding tax at a rate of 20%. Accordingly, shareholders who are not exempt from dividend withholding tax will receive a net dividend of 8.00 cents per ordinary share. Blu Label Unlimited Group Limited’s tax reference number
is 9062246179.
Dividend policy
On 25 August 2026, the Board adopted a formal dividend policy. Blu Label is committed to returning capital to shareholders and, under the policy, targets an aggregate annual distribution to shareholders of between 30% and 50% of Blu Label’s core headline earnings (the “target range”). For this purpose, core headline earnings is measured after excluding Blu Label’s share of the earnings of Cell C Holdings Limited (“Cell C”).
Distributions under the policy may take the form of interim dividends, final dividends, dividends in specie or share repurchases, or any combination of these. Distributions in specie are measured at the fair value of the assets distributed on the date of declaration. The Board will determine the appropriate mix at the time of each distribution, having regard to the prevailing share price and to the form of distribution that it considers will deliver the greatest value to shareholders at the time.
In addition to the target range, between 50% and 70% of the cash dividends received by the Group from Cell C will be returned to shareholders, either by way of a cash dividend or by the distribution of Cell C shares of equivalent value. The balance will be retained and applied to the general funding requirements of the Group, including its working capital requirements and, in particular, the reduction of the Group’s debt. Retaining a portion of the Cell C dividend stream supports the liquidity of the underlying operations and, through the reduction of debt, lowers finance costs and strengthens headroom against the financial covenants under the Group’s facility arrangements. As gearing reduces, a progressively greater proportion of Group cash flow becomes available for distribution. The Board accordingly considers this application of the retained portion to be in the long-term interests of shareholders and will keep the proportion distributed under review as the Group’s financial position develops.
The declaration of any dividend, whether in cash or in specie, and the implementation of any repurchase, remains within the Board’s discretion and will in each case be determined having regard to:
The Board will review the policy annually. The policy does not constitute a commitment or an obligation to declare a dividend, whether in cash or in specie, or to effect a repurchase in any period. Core headline earnings is a non-IFRS measure, which is defined and reconciled to headline earnings in note 1.5. The adoption of the policy has no effect on the financial statements for the year ended 31 May 2026.
SHARE REPURCHASE PROGRAMME
On 25 August 2026, the Board further approved a share repurchase programme, in terms of which Blu Label will repurchase its shares pursuant to its existing general authority granted by shareholders at the Company’s Annual General Meeting held on 21 November 2025. The repurchase will be effected in accordance with section 48 of the Companies Act, read together with section 46 and the solvency and liquidity test prescribed in section 4, and pursuant to the general authority granted by shareholders by way of special resolution. Repurchases under the programme will be undertaken, subject to market conditions, for as long as the Board considers them to remain value accretive to shareholders. The Board is of the view that the repurchase programme will deliver incremental value to Blu Label shareholders over the longer term.
No shares had been repurchased at the reporting date, and the programme accordingly has no effect on the financial statements for the year ended 31 May 2026. As and when shares are repurchased, the consideration paid, together with any directly attributable costs, will be recognised as a reduction in equity over the term of the programme.
CHANGES TO THE BOARD AND ITS committees
Shareholders are referred to the SENS announcement released on 24 February 2026 regarding the appointment of Mr Lindsay Peter Ralphs as an Independent Non-Executive Director and Chairman designate with effect from such date. Shareholders are advised that, as announced, Mr LM Nestadt will step down as Chairman of the Blu Label Board and the Nominations Committee effective 26 August 2026 and Mr LP Ralphs will be appointed as Chairman of the Blu Label Board and the Nominations Committee.
Larry Nestadt
Chairman
25 August 2026
