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Audited financial statements for the year ended 28 February 2025, dividend declaration and changes to the board
CALGRO M3 HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2005/027663/06)
JSE Share code: CGR
ISIN: ZAE000109203
Company Alpha Code: CGRI1
LEI: 3789003B0859E9438F25
("Calgro M3" or "the Company" or "Group")
AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 28 FEBRUARY
2025, DIVIDEND DECLARATION AND CHANGES TO THE BOARD
1. SALIENT FEATURES
- Earnings per share ("EPS") decreased by 10.14% to 171.72 cents per share (February 2024
(restated): 191.10 cents per share)
- Headline earnings per share ("HEPS") decreased by 9.31% to 171.36 cents per share
(February 2024 (restated): 188.95 cents per share)
- Revenue decreased by 32.69% to R868.9 million (February 2024 (restated): R1 290.8 million)
- Gross margin increased to 29.43%
- 1 543 housing opportunities under construction
- Net asset value ("NAV") increased by 12.07% to R14.86 per share (February 2024 (restated):
R13.26 per share)
- Cash increased by 26.18% to R154.7 million (February 2024: R122.6 million)
- Net debt to equity level stable at 0.65 (February 2024: 0.63)
- Final dividend of 8.63703 cents per share was declared (February 2024: 9.49350 cents per
share)
Residential Property Development
The Residential Property Development sector remains the largest contributor to Group
performance.
With nine active projects, in Gauteng and the Western Cape, all contributing to revenue and
profitability, our products range from fully subsidised to premium homes above R3 million.
With a robust pipeline valued at R29.2 billion, we are contributing towards addressing the housing
shortage with 36 000 opportunities secured at the end of the financial year. The pipeline includes
the newly acquired Bankenveld District City Development which will add at least 20 000 units to
the Group's pipeline. Calgro M3, in partnership with our joint venture partner Eris Property Group,
exercised the option to acquire the Bankenveld land in September 2024. The development
presents a significant opportunity for the Group, being positioned in close proximity to the Sandton
and Waterfall City hubs as well as bordering Alexandra and the Marlboro Gautrain station,
representing the last large-scale undeveloped property in the Sandton area. The first phase of
infrastructure installation commenced in the first quarter of 2025.
The segment gross profit margin improved to 27.65% (February 2024: 26.62%) despite a 11.53%
decline in combined revenue, which includes revenue generated from joint ventures in which the
Group holds an interest. Amid challenging economic conditions and the large volume of stock on
hand, the Group prioritised the completion of infrastructure installations across its existing
development pipeline. Significant progress has been made in completing bulk infrastructure
requirements in the Fleurhof development. R208.8 million was invested in infrastructure within the
Fleurhof, Jabulani, South Hills, and Belhar projects during the year impacting the net cash from
operations but creating long-term value from a capital allocation perspective. Additionally, the
Group's strategic shift towards open market sales was evident. This reflects a clear focus on private
sector demand and revenue diversification. Currently, the Group has 1 543 housing opportunities
under construction, with projects nearing completion for handover and revenue recognition.
Although interest rates began trending downward in the latter half of 2024, the full impact on home
loan affordability is expected to materialise by the third quarter of 2025.
Memorial Parks
Calgro M3 is proud to present another year of positive growth within the Memorial Parks segment.
The segment's revenue contribution to Group increased to 8% in the 2025 financial year, up from
4%, reflecting significant growth and expansion within the business segment.
Cash receipts grew by 40.0% in the year. This upward trend reflects success in our improved sales
strategies, increased market penetration, and enhanced customer confidence. Layby cash receipts
saw an exceptional 57.5% increase to R24.57 million, underscoring the effectiveness of our
structured payment options in driving affordability and accessibility. The active layby book ended
the year at approximately R42 million, showing a 17.3% increase yearly, with a cancellation/default
rate on laybys remaining at 9% of total sign-up value. Management has identified the expansion
of the layby book as a strategic short-term goal with an aim of stabilising future cash flows and
mitigating seasonal fluctuations in cash collections. The revenue recognition policy on these laybys
remains conservative, ensuring revenue recognition only upon successfully collecting of the full
purchase amount. The gross profit margin increased to 50.09% (February 2024 (restated):
42.45%) due to cost optimisation and pricing strategies resulting in enhanced overall efficiencies
across the segment.
2. RESTATEMENT TO 2024 FINANCIAL PERIOD
Maintenance Revenue Reclassification
In prior periods, within the Memorial Parks segment, the Group assessed the maintenance
obligation as a separate revenue performance obligation. This resulted in revenue being deferred
into perpetuity, being the related obligation period. This has been reassessed during the JSE
proactive monitoring review, and it was concluded that deferred maintenance revenue is no longer
considered a performance obligation but rather a provision under IAS 37.
As a result, the sale of a grave site revenue will be recognised in full, with no deferment into
perpetuity. This resulted in an increase in revenue of R7 261 201 for the 2024 financial year. The
allocation of costs to the Maintenance Liability resulted in an increase of R5 037 478 in Cost of
Sales and the unwinding of the liability is reflected in Finance Costs amounting to an adjustment
of R2 223 723. A net cost adjustment of R7 261 201 was made. The restatement had no impact
on opening retained earnings or the Profit Before or After Tax for the 2024 annual financial
statements and therefore does not affect basic or diluted earnings per share.
Burial Service Revenue Deferral
In prior periods, the full value of the sale of the grave was recognised once the purchase
consideration was paid. The Group recognised the full transaction price of memorial park sales
(which included both the right to a burial plot and the associated burial (interment) service) as
revenue at the point in time when the customer made full payment and the burial certificate was
issued.
Based on the outcome of the JSE proactive monitoring review we concluded that the burial right
and the burial service represents two distinct performance obligations within the contract. As a
result of this reassessment performed, Revenue for the burial right continues to be recognised at
a point in time when control transfers (on the date of receipt of full payment), however revenue for
the burial service is now deferred (recognised in Trade and Other Payables) and recognised at a
point in time when the interment service is performed.
The above resulted in a restatement to opening retained earnings as at 1 March 2023 of R8 424
152, to account for revenue which is to be deferred into future periods. The 2024 financial
statements has been restated to reflect the R935 977 impact for the deferred burial services sold
in the 2024 financial year. The closing balance of the Deferred Revenue - Burial Services Liability
at the end of the 2024 financial year was R9 360 130, this will be recognised in revenue as and
when the performance obligation is met.
3. SHORT-FORM ANNOUNCEMENT
This short-form announcement is the responsibility of the directors of the Company. It contains only
a summary of the information in the full annual financial statements ("AFS") and does not contain
full or complete details. The AFS can be found on the JSE cloudlink at:
https://senspdf.jse.co.za/documents/2025/JSE/ISSE/CGRE/FY2025.pdf
Copies of the AFS are also available for viewing on the Company's website at
https://www.calgrom3.com/index.php/investors/annual-reports. Stakeholders and shareholders are
encouraged to read further details in the "Message to stakeholders from the CEO and FD".
Any investment decisions by investors and/or shareholders should be based on consideration of
the AFS, as a whole.
The AFS have been audited by the Company's auditors, Forvis Mazars, who expressed an
unmodified audit opinion thereon. The auditor's report is available, along with the AFS, on the
Company's website at https://www.calgrom3.com/index.php/investors/annual-reports.
4. DIVIDEND DECLARATION
Notice is hereby given that the board of directors of Calgro ("Board") has approved and declared a
gross final cash dividend of 8.63703 cents per share (2024: 9.49350 cents per share), in respect of
the year ended 28 February 2025, on Monday 12 May 2025. The net cash dividend payable to
shareholders subject to dividend tax is 6.90962 cents per share (2024: 7.59480 cents per share).
As at the date of this announcement, the Company has 114 381 575 shares in issue, of which
17 915 449 are held in treasury. The total dividend payable is R9.87 million (2024: R10.86 million).
The Board has confirmed that the solvency and liquidity test as contemplated by the Companies
Act, No. 71 of 2008, has been duly considered, applied and satisfied. This is a dividend as defined
in the Income Tax Act 58, 1962, and is payable from income reserves. The dividend is subject to a
South African dividend withholding tax rate of 20%, resulting in a net dividend of 6.90962 cents per
ordinary share, unless the shareholder is exempt from paying dividend tax or is entitled to a reduced
rate of dividend tax in terms of an applicable double-taxation agreement.
The income tax number of the Company is 9613501155.
The salient dates for this dividend distribution are as follows:
Declaration date Monday, 12 May 2025
Last day to trade cum dividend Tuesday, 27 May 2025
Commence trading ex-dividend Wednesday, 28 May 2025
Record date Friday, 30 May 2025
Dividend payable Monday, 2 June 2025
Share certificates may not be dematerialised and rematerialised between Wednesday, 28 May
2025 and Friday, 30 May 2025, both dates inclusive.
5. CHANGES TO THE BOARD
Appointment of Chairman: Audit and Risk Committee
Following the SENS announcement of 26 March 2025, in which Calgro M3 announced the passing
of the Independent Non-Executive director and the previous Chairman of the Audit and Risk
Committee, George Hauptfleisch, and in accordance with paragraph 3.59(a) of the JSE Listings
Requirements and paragraph 6.42(a) of the Debt & Specialist Securities Listings Requirements,
Calgro M3 announces the appointment of Ms Kholeka Mzondeki as an Independent Non-Executive
director of the Board and Chairman of the Audit and Risk Committee, on 9 May 2025 effective 1
June 2025.
Ms Mzondeki leads a portfolio career, sitting on several JSE listed company boards as an
independent non-executive director. She is an internationally (United Kingdom) qualified chartered
accountant (FCCA, UK) and has extensive experience in senior finance executive roles of FD and
CFO.
She currently sits on the Nampak, Thungela Resources, where she serves as Chairman of the Audit
Committee, and SARB boards and previously Chairman of Trudon (a Telkom subsidiary of which
she sat on the main board). She has served as non-executive board member on a number of JSE
Listed entities across the construction, property and mining sectors.
She has strong financial and business qualifications with an impressive record of accomplishment
of more than 25 years of hands-on experience in strategic planning and implementation, company
setup, and listing, business turnaround and transformation. Her strength also lies in her experience
across industries, living and working in different countries.
The abovementioned appointment was made in accordance with the Board nomination policy. The
Board welcomes Ms Mzondeki and looks forward to her contribution to the Company.
Appointment of a Shareholders' Representative for Approval at the Upcoming Annual
General Meeting
Shareholders are advised that the Board has received a request from certain shareholders to
appoint a shareholder representative to the Board. The Board has no objection to this request and
will present the proposed appointment for shareholder approval at the upcoming Annual General
Meeting. Further details on the appointment will be communicated in the voting results
announcement.
By order of the Board
Ben Pierre Malherbe Hatla Ntene
Chief Executive Officer Chairperson
Johannesburg
12 May 2025
Equity and Debt Sponsor
PSG Capital
Date: 12-05-2025 07:20:00
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