TORRE INDUSTRIES LIMITED - Provisional reviewed condensed consolidated financial information for the year ended 30 June 2018

Release Date: 11/09/2018 11:30
Code(s): TOR
 
Wrap Text
Provisional reviewed condensed consolidated financial information for the year ended 30 June 2018

TORRE INDUSTRIES LIMITED
Incorporated in the Republic of South Africa
(Registration number 2012/144604/06)
Share code: TOR    ISIN: ZAE000188629
("Torre" or "the Company" or "the Group")

PROVISIONAL REVIEWED CONDENSED
CONSOLIDATED FINANCIAL INFORMATION

FOR THE YEAR ENDED
30 JUNE 2018

CONDENSED CONSOLIDATED
STATEMENT OF COMPREHENSIVE INCOME
                               
                                                                                           Reviewed        Audited   
                                                                                          12 months      12 months   
                                                                                       30 June 2018   30 June 2017   
                                                                                                R'm            R'm   
CONTINUING OPERATIONS                                                                                                
Revenue                                                                                       1 450          1 457   
Cost of sales                                                                                 (924)          (914)   
Gross profit                                                                                    526            543   
Operating expenses                                                                            (455)          (471)   
Operating profit                                                                                71             72   
Impairment of assets                                                                           (43)          (429)   
Loss on disposal of investments                                                                   -            (2)   
Retrenchment and restructuring costs                                                           (26)           (24)   
Net operating profit/(loss)                                                                       2          (383)   
Share of loss from equity accounted investments                                                   -            (1)   
Finance income                                                                                   17             13   
Finance costs                                                                                  (13)           (30)   
Profit/(loss) before taxation                                                                     6          (401)   
Taxation                                                                                       (28)            (1)   
Loss for the year from continuing operations                                                   (22)          (402)   
DISCONTINUED OPERATIONS                                                                                              
Loss for the year from discontinued operations                                                 (37)           (10)   
Loss for the year                                                                              (59)          (412)   
Other comprehensive loss:                                                                                            
Items that may be reclassified through profit or loss                                                                
Foreign currency translation movements                                                         (19)           (59)   
Total comprehensive loss for the year                                                          (78)          (471)   
(Loss)/profit attributable to:                                                                                        
Ordinary shareholders of the group                                                             (60)          (437)   
- Continuing operations                                                                        (23)          (402)   
- Discontinued operations                                                                      (37)           (35)   
Non-controlling interest                                                                          1             25   
- Continuing operations                                                                           1              -   
- Discontinued operations                                                                         -             25   
                                                                                               (59)          (412)   
Total comprehensive (loss)/income attributable to:                                                                   
Ordinary shareholders of the group                                                             (79)          (464)   
Non-controlling interest                                                                          1            (7)   
                                                                                               (78)          (471)   

SUPPLEMENTARY INFORMATION TO
STATEMENT OF COMPREHENSIVE INCOME

                                                                                           Reviewed        Audited   
                                                                                          12 months      12 months   
                                                                                       30 June 2018   30 June 2017   
                                                                                                R'm            R'm   
Reconciliation of net operating profit/(loss) to EBITDA and normalised EBITDA                                         
Net operating profit/(loss) from continuing operations                                            2          (383)   
Adjustments in relation to determining EBITDA:                                                                       
Depreciation and amortisation                                                                    31             39   
Loss on disposal of investments                                                                   -              2   
Impairment of rental assets                                                                       7             31   
Impairment of investments                                                                         -              5   
Impairment of intangible assets                                                                   -              2   
Impairment of goodwill                                                                           36            391   
EBITDA from continuing operations                                                                76             87   
Adjustments in relation to determining normalised EBITDA:                                                            
Retrenchment and restructuring costs                                                             26             24   
Normalised EBITDA from continuing operations                                                    102            111   
Reconciliation of attributable loss to headline earnings                                                             
Loss attributable to ordinary shareholders                                                     (60)          (437)   
Adjustments in relation to determining headline earnings:                                                            
Loss on disposal of investments                                                                   -              2   
Loss on disposal of subsidiaries                                                                  -             55   
IFRS 5 fair value less costs to sell write down on assets of discontinued operations             39              -   
Impairment of property, plant and equipment                                                       -             27   
Impairment of rental assets                                                                       7             31   
Impairment of investments                                                                         -              4   
Impairment of intangible assets                                                                   -              2   
Impairment of goodwill                                                                           36            391   
Taxation                                                                                       (11)           (18)   
Headline earnings                                                                                11             57   
- Continuing operations                                                                          20             20   
- Discontinued operations                                                                       (9)             37   
Reconciliation of headline earnings to normalised headline earnings                                                  
Headline earnings                                                                                11             57   
Adjustments in relation to determining normalised headline earnings (net of tax):                                    
Retrenchment, restructuring and other once-off costs                                             21             18   
Settlement of Kanu warranties                                                                     7              -   
Amortisation of intangible assets raised on acquisition                                           4              4   
Derecognition of deferred tax assets                                                             11              -   
Normalised headline earnings                                                                     54             79   
- Continuing operations                                                                          56             41   
- Discontinued operations                                                                       (2)             38   


                                                                                           Reviewed        Audited   
                                                                                          12 months      12 months   
                                                                                       30 June 2018   30 June 2017   
Weighted average number of shares in issue (million)                                            514            524   
Diluted weighted average number of shares in issue (million)                                    540            531   
Attributable loss per share (cents)                                                                                  
Aggregate                                                                                                            
- Basic                                                                                     (11.67)        (83.38)   
- Diluted                                                                                   (11.10)        (82.33)   
Continuing operations                                                                                                
- Basic                                                                                      (4.47)        (76.68)   
- Diluted                                                                                    (4.26)        (75.72)   
Discontinued operations                                                                                              
- Basic                                                                                      (7.20)         (6.70)   
- Diluted                                                                                    (6.85)         (6.61)   
Headline earnings per share (cents)                                                                                  
Aggregate                                                                                                            
- Basic                                                                                        2.14          10.81   
- Diluted                                                                                      2.04          10.68   
Continuing operations                                                                                                
- Basic                                                                                        3.89           3.82   
- Diluted                                                                                      3.70           3.77   
Discontinued operations                                                                                              
- Basic                                                                                      (1.75)           7.00   
- Diluted                                                                                    (1.67)           6.91   
Normalised headline earnings per share (cents)                                                                       
Aggregate                                                                                                            
- Basic                                                                                       10.50          15.01   
- Diluted                                                                                      9.99          14.82   
Continuing operations                                                                                                
- Basic                                                                                       10.89           7.82   
- Diluted                                                                                     10.36           7.72   
Discontinued operations                                                                                              
- Basic                                                                                      (0.39)           7.19   
- Diluted                                                                                    (0.37)           7.10   
Dividend per share (cents)                                                                        -           3.00   


CONDENSED CONSOLIDATED                                                       
STATEMENT OF FINANCIAL POSITION                                                                                      
                                                                                           Reviewed        Audited   
                                                                                              As at          As at   
                                                                                       30 June 2018   30 June 2017   
                                                                                                R'm            R'm   
ASSETS                                                                                                               
Non-current assets                                                                              332            439   
Property, plant and equipment                                                                    82             79   
Rental assets                                                                                    17             79   
Intangible assets                                                                               141            146   
Goodwill                                                                                         40             73   
Deferred tax                                                                                     35             43   
Other receivable                                                                                 12              -   
Finance leases                                                                                    5             18   
Investment in associates                                                                          -              1   
Current assets                                                                                  803            953   
Inventories                                                                                     395            344   
Trade and other receivables                                                                     249            247   
Loan receivable                                                                                   -            174   
Cash and cash equivalents                                                                       159            182   
Other financial assets                                                                            -              6   
Non-current assets held-for-sale                                                                 26              -   
TOTAL ASSETS                                                                                  1 161          1 392   
EQUITY AND LIABILITIES                                                                                               
Equity attributable to owners of the company                                                    834            918   
Stated capital                                                                                1 304          1 304   
Foreign currency translation reserve                                                           (26)            (7)   
Other reserves                                                                                   26             16   
Accumulated loss                                                                              (470)          (395)   
Non-Controlling interests                                                                         5              4   
Total equity                                                                                    839            922   
Non-current liabilities                                                                          29            140   
Interest bearing borrowings                                                                       -             92   
Deferred purchase consideration                                                                   -              3   
Deferred tax                                                                                     26             40   
Other financial liabilities                                                                       3              5   
Current liabilities                                                                             293            330   
Interest-bearing borrowings                                                                       2             45   
Trade and other payables                                                                        271            254   
Deferred purchase consideration                                                                   4              2   
Taxation payable                                                                                 12              8   
Bank overdraft                                                                                    4             21   
TOTAL EQUITY AND LIABILITIES                                                                  1 161          1 392   
Number of shares in issue                                                               514 197 105    514 197 105   
Net asset value per share (cents)                                                               162            179   
Tangible net asset value per share (cents)                                                      127            136   

CONDENSED CONSOLIDATED
STATEMENT OF CHANGES IN EQUITY

                                                                                                         Non-
                                                                                                  controlling     Total
                                                   Attributable to owners of the company            interests    equity
                                                                                     Retained
                                                                                      income/            Non-
                                          Stated                      Other      (accumulated     controlling
                                         capital         FCTR*     reserves             loss)       interests     Total
                                             R'm           R'm          R'm               R'm             R'm       R'm
Balance as at 30 June 2016 (audited)       1 319            20           16                59             194     1 608
Shares repurchased                          (15)             -            -                 -               -      (15)
Dividends paid                                 -             -            -              (11)               -      (11)
Transactions with NCI                          -             -            -               (6)              39        33
(Loss)/profit for the year                     -             -            -             (437)              25     (412)
Disposal of discontinued operations            -             -            -                 -           (222)     (222)
Movement in FCTR                               -          (27)            -                 -            (32)      (59)
Balance as at 30 June 2017 (audited)      1 304            (7)           16             (395)               4       922
Share based payment expense                    -             -           10                 -               -        10
Dividends paid                                 -             -            -              (15)               -      (15)
(Loss)/profit for the year                     -             -            -              (60)               1      (59)
Movement in FCTR                               -          (19)            -                 -               -      (19)
Balance as at 30 June 2018 (reviewed)      1 304          (26)           26             (470)               5       839

* Foreign currency translation reserve

CONDENSED CONSOLIDATED                                                                              
STATEMENT OF CASH FLOWS                                                                             
                                                                          Reviewed        Audited   
                                                                         12 months      12 months   
                                                                             ended          ended   
                                                                      30 June 2018   30 June 2017   
                                                                               R'm            R'm   
Net cash flow from operating activities                                         37             27   
Cash generated from trading                                                     91            188   
Net working capital movements                                                 (39)          (129)   
Net finance costs and taxation paid                                           (15)           (32)   
Net cash flow from investing activities                                        115              -   
Capital expenditure on property, plant, equipment and rental assets           (39)          (153)   
Proceeds on disposal of property, plant and equipment                            5              -   
Proceeds on business disposals                                                 151            229   
Acquisition of business operations                                            (11)           (16)   
Decrease/(increase) in financial assets                                         10           (32)   
Decrease in deferred purchase consideration                                    (1)           (28)   
Net cash flow from financing activities                                      (153)             13   
Decrease in interest bearing borrowings                                      (137)            (9)   
Dividends paid                                                                (16)           (11)   
Transactions with non-controlling interest                                       -             33   
Total cash movement for the year                                               (1)             40   
Cash at the beginning of the year                                              161            120   
Effect of exchange rate movement on cash balances                              (5)              1   
Net cash at the end of the year                                                155            161   

NOTES TO THE
FINANCIAL STATEMENTS

1. ACCOUNTING POLICIES
The provisional reviewed condensed consolidated financial information has been prepared in accordance with the framework concepts, the
measurement and recognition requirements of International Financial Reporting Standards (IFRS), specifically the disclosure requirements of
IAS 34, the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee and Financial Reporting Pronouncements as
issued by the Financial Reporting Standards Council, the listings requirements of the JSE Limited ("JSE"), and the requirements of the South
African Companies Act 71 of 2008 as amended ("Companies Act"). The accounting policies are consistent with the annual financial statements
for the year ended 30 June 2017, taking into account the various amendments now effective. The adoption of new and amended accounting
standards has not had any material impact on the financial information. The directors take full responsibility for the preparation of the
provisional report and that the financial information has been correctly extracted from the underlying financial records.

2. FINANCIAL PREPARATION AND REVIEW
These results have been prepared by AC Wightman CA (SA), the Group Financial Manager, under the supervision of S Mansingh CA (SA),
the Chief Financial Officer. The results were approved by the board of directors on 10 September 2018. The provisional reviewed condensed
consolidated financial information has been reviewed in terms of ISRE 2410 by Deloitte & Touche, the Group's auditors. An unmodified review
conclusion has been issued by Deloitte & Touche. This review conclusion does not necessarily cover all the information contained in this
announcement and shareholders are therefore advised that in order to obtain a full understanding of the nature of the auditor's work they
should obtain a copy of the review conclusion together with the financial information from the registered office of the Company.

3. SEGMENT INFORMATION
                                         Reviewed      Audited
                                        June 2018    June 2017
                                              R'm          R'm
Segment revenue 
  Parts and components                        860          908
  Analytical services                         322          271
  Capital equipment                           265          273
  Central and eliminations                      3            5
                                            1 450        1 457
  
Segment operating profit  
  Parts and components                         35           64
  Analytical services                          66           40
  Capital equipment                             8          (3)
  Central and eliminations                   (38)         (29)
                                               71           72

Segment depreciation and amortisation
  Parts and components                        (7)          (9)
  Analytical services                        (15)         (16)
  Capital equipment                           (7)         (10)
  Central and eliminations                    (2)          (4)
                                             (31)         (39)

                                                                           Reviewed      Audited
                                                                          June 2018    June 2017
                                                                                R'm          R'm
Segment impairment of assets and loss on disposals
of investments
  Parts and components                                                         (36)        (260)
  Analytical services                                                             -        (104)
  Capital equipment                                                             (7)         (63)
  Central and eliminations                                                        -          (4)
                                                                               (43)        (431)
 
Segment retrenchment and restructuring costs 
  Parts and components                                                         (13)          (4)
  Analytical services                                                             -         (13)
  Capital equipment                                                             (9)          (1)
  Central and eliminations                                                      (4)          (6)
                                                                               (26)         (24)
 
Segment assets 
  Parts and components                                                          537          530
  Analytical services                                                           279          265
  Capital equipment                                                             199          296
  Central and eliminations (including non-current assets held-for-sale)         146          301
                                                                              1 161        1 392
 
Segment liabilities 
  Parts and components                                                        (174)        (164)
  Analytical services                                                          (79)         (81)
  Capital equipment                                                            (58)         (63)
  Central and eliminations                                                     (11)        (162)
                                                                              (322)        (470)
Revenue streams  
  Part sales                                                                    902          963
  Services                                                                      354          306
  Equipment sales                                                               169          159
  Rentals                                                                        25           29
                                                                              1 450        1 457

Revenue generated for the year was R1,307 million (2017: R1,347 million) from South Africa and R196 million (2017: R735 million) from the
rest of the world.

4. DISCONTINUED OPERATIONS
SA French
During the 2018 financial year, the board of directors took a decision to discontinue the operations of SA French, due to ongoing poor
performance of the business unit. The fixed assets of the business unit meet the recognition criteria to be classified as non-current assets
held-for-sale. This business unit formed part of the Capital Equipment segment of the Group.

Torre successfully completed the disposal of the following business units during the prior financial year:

Kanu Equipment Limited and Kanu South Africa (Pty) Ltd ("Kanu Group")
Torre disposed of its remaining 55% interest in the Kanu Group during the prior financial year for a total purchase consideration of $27.5 million.
The effective date of disposal of the Kanu Group was 31 May 2017 as it ceased to be part of the Group on that day. At 30 June 2017, Torre had
received $13.5 million of the total purchase consideration in cash and $1.1 million shares repurchased, with the remaining amount received in
March 2018. This disposal group met the relevant recognition criteria to be classified as a discontinued operation at 30 June 2017. This disposal
group formed part of the Capital Equipment segment of the Group.

Reng/GoPro operating division
Torre disposed of the business assets and liabilities of this operating division for a total purchase consideration of R29 million. The effective date
of disposal of the Reng/GoPro division was 31 March 2017. At 30 June 2017, Torre had received R16 million of the purchase consideration in
cash, with a further R11 million settled by 30 June 2018. This disposal met the recognition criteria to be classified as a discontinued operation
at 30 June 2017. The Reng/GoPro operating division formed part of the Parts and Components segment of the Group.

Financial information relating to the discontinued operations for the year is set out below. The comparative profit and cash flows from
discontinued operations have been re-presented to include those operations classified as discontinued in the current year.

                                                         Reviewed        Audited   
                                                        12 months      12 months   
                                                            ended          ended   
                                                     30 June 2018   30 June 2017   
                                                              R'm            R'm   
Revenue                                                        53            629   
Gross profit                                                   11            198   
Operating expenses                                           (19)          (139)   
IFRS 5 Fair value less costs to sell write down              (39)              -   
Loss on disposal                                                -           (55)   
Net finance costs                                             (1)            (9)   
Loss before tax                                              (48)            (5)   
Tax                                                            11            (5)   
Loss after tax from discontinued operations                  (37)           (10)   
Cash flows attributable to operating activities               (7)           (62)   
Cash flows attributable to investing activities                 5          (182)   
Cash flows attributable to financing activities                 -             40   
Cash flow for the year from discontinued operations           (2)          (204)   


5. GOODWILL                                              
                                                             2018           2017   
                                                              R'm            R'm   
Opening balance                                                73            599
Impairments                                                  (36)          (391)
Disposals                                                       -          (141)   
Additions through business combinations                         2              3   
Foreign exchange adjustments                                    1              3   
Closing balance                                                40             73   

The recoverable amount of goodwill has been determined on the basis of the value in use method. The value in use method uses the cash
flow projections based on the actual results for the 2018 financial year, adjusted for once off costs such as retrenchments and restructuring
costs. These results are extrapolated by an appropriate growth rate of 7% - 10% (2017: 7% - 9%) over four years with an annuity calculation
thereafter to represent a terminal value at an average rate of 4% - 6% (2017: 4% - 6%). These five-year cumulative cash flows are discounted
using a pre-tax weighted average cost of capital applicable to the cash-generating unit ranging between 17% and 21.5% (2017: 17.5% and
21.5%).

For the purpose of the free cash flow calculations, management had to make certain key assumptions. Such assumptions are based on
historical results adjusted for anticipated future growth. These assumptions are a reflection of management's past experience in the markets
that the cash-generating units operate in.

Based on the above assumptions and calculations performed by management it was found that goodwill allocated to the Parts and
Components segment required impairment as its value in use was lower than its carrying amount. The impairment recognised in profit or loss
for the current period amounted to R36 million (2017: R391 million).

Goodwill has been allocated to the various cash-generating units as follows:

                           2018       2017   
                            R'm        R'm   
Parts and components          -         34   
Analytical services          40         39   
Capital equipment             -          -   
                             40         73   

6. FAIR VALUE DISCLOSURE
The Group does not have any material items reported at fair value at year end. Certain financial instruments, being foreign exchange contracts,
are measured at fair value using level 2 inputs.

7. MATERIAL STATEMENT OF FINANCIAL POSITION MOVEMENTS
As part of the annual impairment assessment during the 2018 financial year, impairments of goodwill and rental assets were recognised to
the value of R43 million (2017: impairments of goodwill, intangible assets and rental assets to the value of R456 million).

The loan receivable of R161 million relating to the disposal of the Kanu Group was received in full in March 2018 (R140 million, net of warranty
claims (R7 million) and foreign exchange movements (R14 million)). An amount of R11 million was received in relation to the Reng / GoPro
disposal.

Net interest-bearing borrowings decreased due to the repayment of debt facilities from the cash received on settlement of the Kanu loan
receivable.

8. SUBSEQUENT EVENTS
The Group completed the acquisition of the Buccaneer brand of Slurry Pumps business from Mining and Slurry Technologies (Pty) Ltd for a
maximum purchase consideration of R33 million, effective date 1 August 2018.

9. OTHER
There are no material contingencies, commitments nor legal matters to report. Other related party transactions include directors'
remuneration, rent and consulting services incurred by the Group.

10. BUSINESS COMBINATIONS                                    
                                                  Traxx SA   
                                                       R'm   
Intangible assets                                        1   
Trade and other receivables                              4   
Inventory                                                6   
Trade and other payables                               (2)   
Net assets acquired by group                             9   
Goodwill                                                 2   
Purchase consideration                                  11   
Paid by cash                                            11   
Reconciliation of cash outflow on acquisition                 
Paid by cash                                            11   
Net cash and equivalents in subsidiary acquired          -   
Total cash outflow on acquisition                       11   


This acquisition was concluded on the basis that the acquired business is aligned to existing operational segments within the Group, and was
identified by the board based on its ability to assist the Group with its expansion and growth.

Goodwill is based on the fair values of the assets and liabilities, including identifiable intangible assets at acquisition date. Effective control was
obtained through the purchase of the majority of the equity of this business.

Goodwill arose on this transaction because the cost of this combination included a control premium. In addition, the consideration paid for this
combination effectively included amounts in relation to the benefit of expected synergies, revenue growth and future market development.
These benefits are not recognised separately from goodwill as they do not meet the recognition criteria for identifiable intangible assets.

On 1 December 2017, the group acquired control of 100% of the share capital of Traxx SA Proprietary Limited for R10.5 million. This entity is
included in the Parts and Components segment. The acquired business contributed R12 million of revenue to the Group results and R1 million
to the group operating profit for the period from 1 December 2017 to 30 June 2018.

COMMENTARY

INTRODUCTION
Torre is a JSE-Listed industrial group that specialises in:
- The supply of quality parts and components to the mining, construction, industrial and automotive sectors;
- Provision of specialised analytical and testing services to the mining and construction sectors, as well as commercial laboratories; and
- Value-added distribution of branded capital equipment, either for rental or sale.

Headquartered in Modderfontein, Johannesburg, Torre employs over 1 200 people with a physical presence in 11 countries including
South Africa. Torre has strong BEE credentials, including 28.5% BEE ownership and a level 4 score under the new BEE Codes.

SUMMARY
Key features of the financial year include:
- Stable revenue of R1.5 billion and operating profit of R71 million in a challenging trading environment;
- HEPS from continuing operations flat at 3.89 cents with a 39% improvement in NHEPS from continuing operations to 10.89 cents;
- Successful bolt-on acquisition and integration of Traxx SA into Parts and Components segment;
- Receipt of the loan receivable pursuant to the Kanu disposal for an amount of R140 million;
- Settlement of debt facilities resulting in ungeared position.

FORWARD-LOOKING STATEMENT
Statements on future financial performance have not been reviewed or audited by the Group's external auditors. The Group cannot guarantee
that any forward-looking statement will materialise and, accordingly, readers are cautioned not to place undue reliance on these. The Group
disclaims any intention and assumes no obligation to update or revise any forward-looking statement even if new information becomes
available as a result of future events or for any other reason, other than as stipulated by the JSE Listings Requirements.

FINANCIAL REVIEW
The trading environment continued to be challenging for many of the Group's businesses resulting in mixed performances from the reported
segments. While the Analytical Services and Capital Equipment segments reported improved results for the financial year under review, the
Parts and Components segment struggled in a competitive market. Despite this, the Group's results were stable when compared to the prior
year. The poor performance in the Parts and Components segment resulted in the recognition of an impairment loss relating to goodwill of
R36 million while assets to the value of R7 million were impaired in the Capital Equipment segment following a critical review of recoverable
values, necessitated by subdued economic conditions.

The receipt of the loan receivable relating to the disposal of the Kanu business gave a significant boost to the Group's cash resources which
provides a solid base from which to grow the business.

FINANCIAL RESULTS
Revenue from continuing operations for the year was flat at R1.5 billion (2017: R1.5 billion). The Analytical Services segment reported healthy
growth in revenue of 19%, which was offset by declining revenue in the Parts and Components segment. Gross profit margins for the Group
were down 1% to 36%.

Operating profit from continuing operations was R71 million (2017: R72 million) with all three operating segments reporting profits for the
year. Analytical Services was the biggest contributor, with operating profit having increased by 65%. The Group operating performance was
negatively impacted by the Parts and Components segment, which reported a 45% decline in operating profit, largely due to the competitive
environment and weak trading conditions.

CASH AND DEBT
The Group's liquidity position was improved through the receipt of the loan receivable pursuant to the disposal of the Kanu group, which
was used to repay existing debt facilities, resulting in an ungeared position at the reporting date. Net cash improved from R24 million as at
30 June 2017 to R153 million as at 30 June 2018. The Group's balance sheet remains in a strong position to support future growth strategies,
including possible future acquisitions.

REVIEW OF OPERATIONS

PARTS AND COMPONENTS
The Parts and Components segment comprises the following businesses: Torre Parts and Components ("TPC"), Tractor & Grader Supplies ("TGS")
and Elephant Lifting. TPC, TGS and Elephant Lifting manufacture and/or distribute quality branded parts, components and consumable items in
various markets including automotive, commercial, industrial and mining.

TPC was negatively impacted by weak demand from automotive distributors across all dealer networks due to the current sluggish economic
conditions. This also resulted in inventory being overstocked, placing strain on cash resources within the business unit. TGS and Elephant Lifting
were impacted by the ongoing slump in the construction sector, despite some uptick in business from the mining sector.

A key focus area for the 2019 financial year is the management of inventory, supported by the implementation of a new inventory planning
tool. Certain product groups are being rationalised, with slow-moving stock items being discontinued. This is expected to release working
capital into the segment in the coming year and improve focus on profitable product lines.

ANALYTICAL SERVICES
The Analytical Services segment comprises the following businesses: WearCheck, AMIS and Set Point Laboratories. WearCheck is the leading oil
condition monitoring company in Africa, servicing a large number of markets through the scientific analysis of used oil from mechanical and
electrical systems. AMIS assists mining companies and mineral laboratories to monitor laboratory performance by developing, producing and
supplying a range of quality Matrix Reference Materials. Set Point Laboratories specialises in the analysis of geo-chemical, water, environmen-
tal, industrial and agriculture samples.

The segment reported a strong performance in the year under review as volumes increased across all business units. The revival in the mining
sector contributed to the improved performance, with all business units actively diversifying to reduce reliance on this sector. The segment
continues to aggressively pursue new business across the African continent as well as internationally.

CAPITAL EQUIPMENT
The Capital Equipment segment comprises the following businesses: Letaba Pumps, Manhand and SA French. Letaba Pumps is a leading
distributor and supplier of international pump brands and accessories and also offers pump rentals and repairs. Manhand offers a wide range
of robust, high-performance materials handling solutions for the full spectrum of commercial and industrial applications. SA French is the
exclusive local distributor for Potain and leading distributor of tower cranes and lifting solutions in sub-equatorial Africa.

Despite an improved performance in the year under review, the segment continues to struggle in these challenging economic times. The
sustained downturn in the construction sector has had a significant impact, particularly on the SA French business, resulting in a decision
during the year to discontinue this business unit. Additional restructuring costs were incurred in the Manhand business during the year and the
business is now appropriately sized for the current economic conditions. Letaba Pumps continues to perform well and is set to be bolstered by
the acquisition of the Buccaneer brand early in the 2019 financial year.

FINANCIAL ASSISTANCE
Notice is hereby given in terms of section 45 (5) (a) of the Companies Act that the Board of Directors of the Company at a meeting held
on 26 February 2018 authorised and ratified the Company to provide financial assistance to its subsidiary companies in terms of section
45 of the Companies Act, pursuant to the authority granted to the Board by shareholders on 06 December 2017. The approved financial
assistance included guarantees on behalf of group companies and general facilities and loans to group companies already provided totalling
R750 million.

CHANGES TO THE BOARD
-  Mr Jon Hillary was appointed as full-time Executive Deputy Chairman of the Group effective 1 July 2017, a role he relinquished on
   1 August 2018 on his appointment as Chief Executive Officer.

-  Mr Charles Pettit resigned as a non-executive director and member of the Board effective 24 October 2017. Charles was the founder of
   Torre and the Board thanks Charles for his contribution to the Group since its inception in 2012 and wishes him all the best in his future
   endeavours.

-  Ms Mary Bomela resigned as a non-executive director and member of the Board effective 24 October 2017. The Board thanks Mary for her
   contribution to Torre since May 2015.

-  Ms Sandiswa Ziphethe-Makola was appointed as a non-executive director and member of the Board with effect from 24 October 2017.

-  Mr Nchaupe Khaole resigned as a non-executive director on 24 October 2017 and was appointed as an alternate director to Ms Sandiswa
   Ziphethe-Makola.

-  Mr Moss Ngoasheng replaced Mr Peter van Zyl as Chairman of the Remuneration Committee on 26 February 2018.

-  Mr James Bishop was appointed as an alternate director to Mr Peter van Zyl with effect from 8 May 2018.

-  Mr Johan Botes resigned as Chief Executive Officer effective 31 July 2018 to pursue other interests. The Board thanks Johan for his valuable
   contribution to the Group and wishes him success in the future.

There were no other changes to the Board in the year ended 30 June 2018 or up to date of this report.

DIVIDEND
Shareholders are referred to the SENS announcements released on 9 July 2018 and 20 August 2018 which advised shareholders of the
proposed delisting of the Group from the JSE. Given these announcements, the board has deliberated and decided not to declare a dividend.

OUTLOOK
Trading conditions remain challenging, with much uncertainty impacting the economic environment.

To mitigate weakness in the local economic environment, the Group continues to pursue a geographic expansion strategy, which is
particularly evident in the Analytical Services segment. Improved sentiment in the mining sector bodes well for the Group while the
construction sector remains under pressure. Continued diversification across all business sectors remains a strategic imperative.

Technology disruption remains a key focus area for the Group and opportunities for corporate activity in this space continue to be
monitored.

Shareholders are referred to the SENS announcements released on 9 July 2018 and 20 August 2018 in which shareholders were advised of the proposed 
delisting of the Group from the JSE. The board continues to finalise the terms relating to this transaction and will make a detailed terms announcement, 
setting out the salient terms of the transaction, in due course.

RESULTS PRESENTATION
Torre will host a conference call on the financial results at 10h00 CAT on 12 September 2018.

Anyone who wishes to listen to the presentation of the Group's annual results can pre-register on the home page of the Group's website:
www.torreindustries.com.

The presentation will also be available on the Group's website on the morning of the conference call
(www.torreindustries.com/investor-presentations).

On behalf of the board

CS Seabrooke
Chairman of the board
11 September 2018

DIRECTORS
CS Seabrooke (Chairman)#, JW Hillary (Chief Executive Officer), S Mansingh (Chief Financial Officer), PJ van Zyl*, MM Ngoasheng#,
LE Mthimunye+, SM Ziphethe-Makola*, N Khaole*^, PJ Bishop*^
* Non-executive, + Lead independent non-executive, # Independent non-executive, ^Alternate

COMPANY SECRETARY
S Graham

REGISTERED OFFICE
11 Avalon Road, West Lakeview Ext 11, Modderfontein, 1609, South Africa

SPONSOR
Rand Merchant Bank (A division of FirstRand Bank Limited)

TRANSFER SECRETARIES
Link Market Services South Africa (Pty) Ltd
A: 11 Avalon Road, West Lakeview Ext. 11, Modderfontein, 1609, South Africa
P: PO Box 856, Isando,1600, South Africa
T: +27 (0) 11 923 7000

www.torreindustries.com

Date: 11/09/2018 11:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.

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