Crooks Brother - Intergraded Report - 2024

2024
Integrated
Report
for the year ended 31 March 2024
Return to
our core
01 02 03 04 05 06
about us our operating governance our summary consolidated shareholder
environment performance financial statements information
Scope of the report Contents
The Integrated Report to • The framework concepts and the measurement Reflecting on our highlights 2 Report of the Board 5
stakeholders covers the and recognition requirements of IFRS®
Accounting Standards as issued by the
performance of the operations
01 05
International Accounting Standards Board
About us Summary
of the Crookes Brothers (IFRS Accounting Standards)
Consolidated
Limited Group, which includes • Financial Pronouncements as issued by the
The Group profile 10 Financial
Financial Reporting Standards Council
subsidiaries, associate The Group structure 12
Statements
companies and joint ventures. • The requirements of the Companies
Our Business model 14 Approval of the Summary
Act of South Africa
The financial reporting period is for the 12 months ended The Group strategy 16 Consolidated Financial Statements 96
31 March 2024. However, the long term nature of the • The JSE Listings Requirements Compliance Statement by the Group
Group’s business and the intention of this report is to report An investment for the long term 18
• Memorandum of Incorporation Company Secretary 97
on operational and strategic activities and projects that fall
beyond this period.
Our Board of Directors 28 Preparation of the Summary
The external auditors, BDO South Africa Incorporated, Our Executive Committee 31 Consolidated Financial Statements 98
The aim of the report is to communicate to all stakeholders
have provided independent assurance in respect of the Independent auditor’s report on the
an overview of our operations in a format that is both
Consolidated Financial Statements. Summary Consolidated Financial
02
comprehensive and clear. The full report, which includes full
Statements 99
Group Audited Financial Statements, is available on our The Board of Directors acknowledges its responsibility to Our operating
website at www.cbl.co.za. Summary Consolidated Financial
ensure the integrity of this report and, in the opinion of the
environment
Board, it addresses all material issues and fairly presents Statements 100
King IVTM and certain elements of The International
the integrated performance of the organisation.
Integrated Reporting Framework, have guided the Our operating environment 34 Summary Consolidated
compilation of this report. The Board has authorised the release of the Integrated Segmental Analysis 104
03
Report for 2024 on 31 July 2024. Notes to the Summary Consolidated
This report, together with the full report that includes
Consolidated Financial Statements, provide information Governance Financial Statements 108
in accordance with the following:
Corporate Governance Report 44
Remuneration Report 55
Our Vision and Values

04 Our performance
06
We grow people To be the leader in sustainable
agriculture, delivering consistent Shareholder
Our people grow food Strategic performance 64
information
returns to investors and enabling
Operational performance 72
transformational impact. Shareholder profile 128
Financial performance 80
Shareholders’ diary 130
Five-year financial review 84
Notice of Annual General Meeting 131
Performing sustainably 88
Salient dates 131
Form of proxy 139
Notes to the form of proxy 140
Corporate information IBC
CROOKES BROTHERS LIMITED INTEGRATED REPORT 2024 | 1

01 02 03 04 05 06
about us our operating governance our summary consolidated shareholder information
environment performance financial statements
Reflecting on
our highlights
Net asset value
The Board undertook a strategic After year end, for our 2024 Continued the upgrade per share
Renprop has signed
review of the business with Macadamia Nut harvest, we of our banana packhouse memoranda of understanding
the goal of unlocking value for for the sale of the school
breached the 1 000 tonne at our eSwatini Estate
7 124
shareholders and agreed on a site to a school group, as
strategy to address debt and Dry Nut in Shell mark for the by spending R4m on
improvements during well as for a hotel site with a
cents
focus on our core business first time prominent hotel group
the year, taking our total
investment to establish
Our Eswatini Estate managed
this Banana operation
Revenue over the past three years 8% the marketing of its bananas
in-house for the first time
to R20m, which delivered this year and successfully
R727.9 a R8m operating profit in

its third season
launched our own brand, Big
Bend Bananas into the market
million Cash generated Capital and reserves

from operations
18%
R206.9 R1.1
The retrenchment process of
December 2023, which was an
million billion
essential part of our strategy
to reduce overheads in the
core business, combined with 1 760% 8%
retirements over the short
The process of disposing term, will lead to a 32% (11 Achieved an increase in
of assets that were not people) reduction in Head sugar cane plantings on our
generating returns in line with Office staff numbers and a estates of 347 ha or 5.9%
our target expectations was 26% (R9.3m) reduction in in aggregate during the
concluded with the sale of financial year
annual Head Office salaries
our Deciduous Division for
R200m, together with R95m
in proceeds from the 2023 The total Unallocated Group
harvest Operating profit Profit for the year Head Office Overheads
before tax for the year was
R24m, and R17m after tax,
Continued the expansion
of our production footprint R111.2 R89.3 which is a reasonable level
compared to our peers
by planting an additional 49
ha and 17 ha of bananas in
million million
Mozambique and eSwatini Basic earnings Headline earnings Dividend per share
respectively 175% 145% per share per share
401.8 334.5 200.0

cents cents cents
At a CBL Group level, the R123m Property sales agreements of in aggregate R28.5m have been concluded,
fully drawn bank facilities were just after year-end, at the Renishaw Coastal Precinct between Renprop, and
repaid from the proceeds of
buyers for a shopping centre site of 30 682m2 to the value of R22.5m and
the Deciduous Division sale in
December 2023 the petrol station site of 6 353m2 to the value of R6m 131% 147% 100%
2 | CROOKES BROTHERS LIMITED INTEGRATED REPORT 2024 CROOKES BROTHERS LIMITED INTEGRATED REPORT 2024 | 3
01 02 03 04 05 06
Report of
the Board
Larry
Riddle
Chairperson
Dear Shareholders, On 8 September 2023 Bravura presented

the recommendation they deemed most
In last year’s report we
Not long ago, Crookes Brothers Limited suited to CBL’s needs to the CBL Board. wrote: “While the
(“CBL”) faced an existential crisis. Our
balance sheet was strained, debt obligations
The recommendation was for CBL to
address debt and focus on our core
economic storm is still
Kennett loomed large, and the future seemed business. Considering the historic and raging fierce and the
Sinclair uncertain. The burden of our two nascent, forecast operating profit, the core, in Crookes Brothers
Chief and cash hungry operating divisions, our Bravura’s opinion, appears to have the ability
Executive
Officer
Macadamia Nut and Property Divisions,
to be a sustainable business with strong vessel is still taking on
weighed heavily on our future prospects,
amidst a general price downturn in all of our
financial prospects. water, the crew is
food crops including our stalwart divisions, Earlier the Board had identified that the bailing out water at a
Sugar Cane and Bananas. Deciduous Division, once considered a
cornerstone of our business, had become an
rapid pace. We know
As set out in the summary audited Group
anchor. It was time to cut ties and chart a that if we can survive
results released on SENS on 29 June 2023,
the Board undertook to review the business
new course so we embarked on a strategic the storm, in a cyclical
divestment. We negotiated rigorously,
to assess ways in which to unlock value for
seeking not just any buyer, but the right industry such as the
shareholders. To this end, the Company
commenced a strategic review of various
buyer – one who recognised the latent value one in which we
options pertaining to the composition of
in our Deciduous assets. The sale was not
merely about shedding a below average
operate, we will be
the underlying CBL portfolio.
performer; it was also about unlocking handsomely rewarded
In 2023 the business stood at a critical
juncture-one that demanded bold decisions
potential.
by the price
and unwavering commitment. In the face of This divestment yielded results beyond our corrections that will
expectations. The large underperforming
adversity, our leadership team acted
decisively. During July 2023 the Company division found a new home, and in return, undoubtedly come
appointed a highly respected independent we received a good price – one that injected after the storm.”
corporate finance advisory firm with deep much-needed liquidity into the business. But
understanding of Southern African this was not just about financial gain; it was We are not oracles, but our prophecies, being
about regaining our agility, our ability to pivot, grounded in sound economic theory, came to
agriculture, Bravura Capital (Pty) Limited
and our commitment to focus on our core fruition. Sugar prices surged and banana prices
(“Bravura”), to advise the Company on its
rebounded. In our Sugar Cane and Banana
strategy to maximise shareholder value going strengths.
Divisions we will most certainly reflect on the
forward. The Bravura team had several past financial year as the exact opposite of
conversations with key CBL stakeholders With the proceeds from the sale, we swiftly
the annus horribilis, or “horrible year”,
during August 2023. As part of this process, addressed our debt obligations. With the
we experienced in the 2022/23 financial year.
they spoke to all of the Directors and weight lifted, we turned our attention to what The business has clearly turned a corner.
interacted with other key industry players truly matters: our core business – Eswatini,
with whom they have strong relationships. Zambia, Mawecro, Libcro, Lebombo, and In our Sugar Cane Division, in the areas that
Bravura also initiated a valuation analysis of Quinta Bela Da Vista (Murrimo Macadamia were not directly impacted by the torrential
the CBL assets portfolio. seems to fit in well with the core, but its rainfall of Cyclone Freddy in February 2023,
ability to produce acceptable yields on a we had record tonnages, and our Zambia and
Whilst underlying value had been created in consistent basis is currently still under Mpambanyoni farms stood out in this regard.
the CBL portfolio of assets, various Unfortunately, the bulk of our Sugar Cane
review). The Board deemed that Renprop is
alternatives were evaluated by Bravura to production occurs in the areas where Cyclone
non-core, but will remain a part of CBL until
Freddy had the most negative impact, resulting
maximise shareholder value over the short- tangible value had been created in the in the Lowveld and Eswatini sugar cane crops
to medium-term. These alternatives included, Renishaw Coastal Precinct. being 10% below budget in aggregate. Across
but were not limited to, the sale of certain of our Sugar Cane operations we had a good
the underlying assets in the portfolio, a full 2023 harvesting season from a quality point of
divestment from the underlying portfolio, view and a good growing period prior to the
a de-listing or retaining the status quo. start of the 2024 harvesting season.
01 02 03 04 05 06
Report of the Board continued
Sugar prices remained strong across all

regions for the entire year, but international
In 2024 we are seeing a modest recovery in
Macadamia Nut prices and the 2024 crop of
address any inefficiencies while the winds
were favourable. To remove inefficiencies, we
The core was streamlined by significantly
reducing overheads at Head Office and costs We are proud to report Four years ago, Crookes Brothers Limited
was in trouble and with grinding
prices have retracted post year end. We
believe that the fundamentals are in place for
1 054 tonnes Dry-Nut-In-Shell is in line with
budget and forecasting models from a yield
had to look at our business through the lens
of a turnaround specialist. To turn an ailing
at the farm level. Streamlining and that CBL has emerged determination, limited resources, and very
simplification does not just mean re- little good fortune we systematically clawed
the current global sugar prices to remain point of view. However, severe pest pressure business around it is widely advocated to evaluating every cost, but it also means from our liquidity our way back to where we can now actually
relatively stable for the 2024 season, but experienced with the 2024 crop will affect focus on the numbers, find the healthy
currency movements, most specifically quality compared to the prior season, and business, trim away unsustainable costs,
improving our flexibility by converting as
much fixed overhead into variable overhead
tribulations stronger, look towards the future with excitement, not
trepidation. The road ahead is not without
further Rand strength, could have a negative
impact on our Sugar Cane revenue for the
this will have a negative impact on revenue. take bold and decisive action, and promote a
compelling new vision.
as we possibly can without damaging the leaner, and more challenges, but we face them with renewed
coming year. In our Property Division, at the Interchange
section of the Renishaw Coastal Precinct, In line with Bravura’s recommendation to
core of our business. Running in parallel with
this we are looking for small incremental
resilient. If one applies vigour. Our commitment to sustainable
practices and shareholder value remains
In our Banana Division, yields were slightly we are very pleased to report that sales focus on the core, having dealt satisfactorily efficiencies where possible, as well as consciousness, one unwavering. Together, we shall continue to
behind budget for the 2023/24 season due
to lower bunch masses and increased cycle
agreements have been concluded, after the
year-end, between Renprop, and buyers for
with our debt, we further went ahead and
evaluated our trial balance, scrutinised every
improvements in our systems through
making better use of technology.
will notice that, despite plant the seed cane of prosperity and reap
the harvest of resilience.
times. Again, Cyclone Freddy was to blame
here, causing waterlogged conditions that
a shopping centre site of 30 682m2 to the
value of R22.5m and the petrol station site of
line item, and recognised the need for
transformation. Crookes Brothers refocused Our cost cutting and efficiency programmes
some challenges, the
lingered in February and March 2023. 6 353m2 to the value of R6m. its energies on streamlining, simplification, are all progressing well and point towards CBL core business is
However, this meant less regional supply and sustainable growth.
making its way into the markets, causing the The implementation of the bulk services to
improved margins looking ahead. Operational
management are focused on the commercial
doing really well and
subsequent positive price movements that
was seen last year. Despite being below
these sites will be required prior to the
registration of the separate sub-divisions and Our mantra is that the outcomes of their farms in addition to that there is light at the
budget we still performed well relative to our the transfer to the new owners with the
resultant receipt of the R28.5m proceeds by core must be a
ensuring strong operational performance.
end of the tunnel in
peers in terms of tonnes per hectare yields.
Renprop. The installation of these bulk financially sustainable With long-term viability and greatness as our our emerging
The main challenge in our Banana Division services is expected to be completed during goal, we are promoting a compelling new
for the 2023/24 year was quality. Interfinger the 2024/25 financial year. business that pays vision for CBL. This strategy will have us divisions. The business
rust and bronzing pressure was high.
Measures were taken to reduce this, but it Furthermore, during the year Renprop signed dividends and is
return to our core, and we will do what we
are passionate about, can make good profits
is financially healthy,
could not be controlled sufficiently to get our memoranda of understanding for the sale of
the school site to a school group, as well as attractive to its current from and can be the best at: our balance sheet is
quality percentages up to the levels to which
we have become accustomed. Again, this for a hotel site with a prominent hotel group. shareholders and Producing and supplying Subtropical crops much less leveraged,
was a regional phenomenon and also
reduced the good quality fruit being available
The negotiations with these interested parties
are ongoing. prospective with a focus on Bananas and Sugar Cane and our vision is
and managing Joint Ventures and providing
in the market, further reducing supply and
The Board believes that the signed sale shareholders. Although support services relating to these crops in a sharper. We owe this
underpinning good prices.
agreement for the shopping centre and
the endurance, South African-centric business with satellite
operations within easy striking distance of
transformation to the
Regional banana supply and prices move in petrol station as well as the positive interest
shorter term cycles and in 2024/25, despite being expressed regarding the sale of the longevity and our main operations in neighbouring collective efforts of our
good prices still being achieved in the market
at the time of writing, we expect to see a
school and hotel sites, is evidence of the
significant value that is being created and greatness of a
countries, with similar governance
frameworks and in line with our Values.
dedicated team, our
downward movement in the average prices, unlocked at the Renishaw Coastal Precinct.
company can never be shareholders, and our
as supply comes back online. In the coming year we will focus on moving
The management team will be the first to
guaranteed, it can the CBL culture to become more enterprising unwavering
The 2023 season was a very tough one for acknowledge that the good performance of
our Macadamia Nut Division. Yields across the Company in 2023/24 was greatly implement strategies and less process-driven, building even more commitment to
of a commercial culture on farm, keeping a
the variety spectrum were just below budget,
but when compared to our forecasting
influenced by the strong tailwinds
experienced in our two biggest divisions, that will increase its tight rein on overheads, focus on essential excellence.
CAPEX, refining and meeting our efficiency
models it was considerably below
expectations. 2023 was a good year from a
Sugar Cane and Bananas. It is also
acknowledged that our financial fortunes resilience and its targets, achieving top-third yields and quality
quality perspective, and we remained under could have been even better if we did not
miss our yield and quality targets in some
ability to thrive in an in all our crops relative to our peers, and
the budgeted hurdle of 2% Unsound Kernel. consistently rewarding our shareholders with
It is just a pity that there was very little areas of our operations. On the other hand, ever-changing dividends.
the prices of Macadamia Nuts and properties
demand for any nuts, no matter the quality.
in South Africa are most certainly not what business environment.
The farm-gate prices of Macadamias
collapsed in 2023. Globally, large quantities
we would regard as favourable, interest rates
remain high and general economic
Such strategies, along
of kernel stocks were carried over from the conditions remain challenging. with good governance,
2022 season following the Covid-induced
reduction in demand and world production in On reflection we can say with pride that our risk management, and
general, and South African production in
particular, increased in volume, as recently
turnaround did not just happen by chance.
Management and the Board had to the ability to respond
planted orchards mature. All these elements implement some hard decisions to get here.
During the past year we had some
to external pressures,
came together and oversupplied a low
demand market which caused the favourable winds from behind and our can help a company
spinnaker was billowing. Nevertheless, when
Macadamia Nut price to crash off what
were already low prices. the wind inevitably turns unfavourable again remain relevant,
in future, as it does in all cyclical industries,
we never want to go back to being a
sustainable and
business in distress. Therefore, we had to successful over time.
01
01 02 03 04 05 06
About us
The Group profile 10
The Group structure 12
Our Business model 14
The Group strategy 16
An investment for the long term 18
Our Board of Directors 28
Our Executive Committee 31
Crookes Brothers is already seen by investors as a

platform Company, with the proven ability to consolidate
farming operations across regions in southern Africa.
As an agri-business, Crookes Brothers has a multi-skilled
support base together with an owner-driven culture at
estate level and management reward systems that are
well-aligned to performance goals.
01 02 03 04 05 06
The Group profile

REVENUE BY CURRENCY (%) REVENUE (Rands)
600000
500000
2024 2023 400000
300000
Zambia
CBL Agri-Zambia, 200000
Mazabuka ■ SA Rand 70% ■ SA Rand 73%
Mozambique ■ US Dollar 1% ■ US Dollar 2% 100000
■ Other* 29% ■ Other* 25%
Quinta Da Bela Vista,
Boane 0 Sugar Deciduous Macadamias Bananas Other Property
* Other includes Emahlengeni, Kwacha and Meticais. cane fruit
Murrimo Macadamias, 2024
Gurue 2023
MOZAMBIQUE
ZAMBIA
CONTRIBUTION TO TOTAL HA (%) OPERATING PROFIT (Rands)
200 000
150 000
2024 2023 100 000
50 000
0
Sugar Other Property
cane Bananas
Deciduous
fruit
■ Sugar cane 83.5% ■ Sugar cane 79.7%
■ Deciduous fruit 0% ■ Deciduous fruit 5.7%
MPUMALANGA ■ Macadamias 8.1% ■ Macadamias 7.5% Macadamias
■ Bananas 8.4% ■ Bananas 7.1% 2024
ESWATINI
2023
KZN
Eswatini
Crookes Plantations,
Big Bend
Our WESTERN CAPE

LAND OWNERSHIP (%) LAND SPLIT BY TYPE (HA)
operations
8 000
7 000
6 000
Bananas
2024 2023 5 000
Macadamias Western Cape KZN Mpumalanga 4 000
Bellcro Farming, Renishaw Coastal Libcro Farming,

3 000
Sugar cane Villiersdorp Precinct Development Malelane
Scottburgh 2 000
Ouwerf Estate, Chamotte Farm,
Deciduous fruit Grabouw Renishaw Farm, Malelane 1 000
■ Land owned by the Group 55% ■ Land owned by the Group 57%
Scottburgh
Property development Mawecro Farming, ■ Land leased from ■ Land leased from 0 Land Land Developable Developable
Komatipoort community partnerships 45% community partnerships 43% with active
agricultural
with
property
land
for
land for
property
activities developments agriculture
2024
2023
01 02 03 04 05 06
The Group structure

Contribution
to Group
Contribution
Divisions, subsidiaries, community Area under crop at to Group operating
partnerships, joint ventures and CBL the beginning of the revenue profit
associates shareholding Geographic location financial year (ha) Output Description R’000 R’000
Mpambanyoni Farm 100% Scottburgh, KZN 493 Owned 21 018 5 261
Crocworld Conservation Centre 100% Scottburgh, KZN N/A Tourism Owned 7 796 (1 551)
Owned – sold
Deciduous Division 100% Elgin and Grabouw, WC 404 September 2023 48 857 22 454
Chamotte Farm 100% Malelane, Mpumalanga 69 Leased 4 136 1 413
Community partnership
Mawecro Farming (Pty) Ltd 49% Komatipoort, Mpumalanga 2 404 1 918 ha 486 ha – Leased 313 322 94 287
Libcro Farming (Pty) Ltd 45% Malelane, Mpumalanga 1 029 – Leased 83 039 26 158
Bellcro Farming (Pty) Ltd 45% Villiersdorp, WC 42 – Leased – sold 3 245 (2 179)
October 2023
Packing and Marketing
Two-a-Day (Pty) Ltd 15.69% Grabouw, WC N/A agent – sold — —
September 2023
Marketing agent and

Lebombo Growers (Pty) Ltd 32.16% Komatipoort, Mpumalanga N/A associate — —
266 ha developable
131 ha 215 units 12 units
SPLUMA built to date, were unsold
Renishaw Property 26 ha developed
85% Scottburgh, KZN approved of which as at year end 37 938 (11 800)
Developments (Pty) Ltd (Renishaw Hills)
30 ha developed and 32 units 4 rental

generating rental income Under rental units
agreements Vacant at
of which year end
Crookes Plantations Limited 100% Big Bend, Eswatini 2 395 2 320 ha 75 ha Owned 196 613 72 065
CBL Agri Zambia Limited 100% Mazabuka, Zambia 429 Long-term lease 50 555 24 107
Murrimo Macadamias Lda 100% Gurue, Mozambique 585 100-year lease 13 497 (38 419)
264 ha planted
Quinta Da Bela Vista Lda 49.5% Boane, Mozambique 30 ha developable
Joint venture — —
01 02 03 04 05 06
Our business model

Capital inputs We create stakeholder value through four strategic pillars
Read more on page 16 Capital Outcomes
Defining our Our resources Our purpose is PILLAR

ONE
PILLAR
TWO
PILLAR
THREE
PILLAR
FOUR The value we create
Capitals and relationships to … to grow quality food smartly, sustainably and profitably to and protect
provide nutritional energy for human productivity, while at
the same time growing our people
• Revenue: R727.9 million
• Long-term assets with high future returns
We differentiate ourselves through …
Financial Capital • Cash: R155.0 million Our key business • CBL continues to assess ways in which to
unlock value for shareholders
• Borrowings: R235.7 million
Our Financial Capital is made up of the cash
generated from our operations as well as debt • Net debt: R80.7 million activities include the Developing farming operations to their
utmost potential to produce and supply
Empowering the best
growers for the best
financing, investment from our shareholders, and
grants and funds made available to us to grow
• Equity: R1 087.5 million production of primary quality products yields • New acquisitions
and enhance our business.
agricultural products • Disposal of non-optimal assets
Unlocking value through land use transformation and optimisation • Creating commercially viable land through
and long-term land use transformation and development
Manufactured Capital • Consolidated farm operations through
community owned land: 3 490 ha property development Leveraging partnerships and shareholdings in the value chain for
CBL’s Manufactured Capital is made up of all
• Owned property 3 200 ha under irrigation greater vertical integration • Continuously improved systems and new insights
of our tangible assets; the property, equipment,
and tools we use to produce and distribute • Capital expenditure: R32.8 million into monitoring enable the Group to better
primary agricultural products, and transform manage and enhance poor performing farms
land use.
• Property, plant and equipment: R618.3 million
• Improved brand recognition and reputation
Primary agricultural products: enables us to scale our business
We transform
Intellectual Capital • Total number of employees: 2 009
Our Intellectual Capital consists of our strong
Capital Inputs into Bananas • AgriSETA mentorship programmes, provided to
• Our low staff turnover of 5.0% reflects community members, equipping them with the
historical brand reputation, 109 years of goodwill
and expertise, continuous improvement of the sentiment that people want to work the following Capital necessary skills to manage their own farms
for CBL
our farming practices, and automation and
technological advancements. From optimising Outputs: Macadamias • 29 employees awarded a certificate in
farming operations to our internal financial Agriculture Extension with 60 credits
record keeping, our effective systems and
resourcing processes empower and enable our
towards an agricultural diploma
operations.
Sugar cane
• Improved efficiency and conservation processes
Human Capital • Total number of employees: for water and electricity usage
CBL’s Human Capital makes up the people
we employ, the skills and expertise we bring,
2 009
• Total employee remuneration:
Deciduous fruit • Soil health improved with responsible tillage,
succession planning, and the costs to Company
green manure and improved soil carbon levels
R241.7 million
to look after our teams and leadership capabilities. • Soil nutrient balance maintained through nitrogen,
As part of our aim to move the Group towards
becoming a learning organisation, we continually phosphorus and potassium (“NPK”) inputs with
better yields
focus on growing and developing our employees.
We believe in deploying the right people, Property development: • Waste recycled through circular processes
in the right places, in the right roles.
• Electricity consumption • Waste generated from internal operations measured
• Water consumption Residential units and and disposed according to Globalgap principles
Natural Capital • Fuel consumption (diesel and petrol) developable land • As part of our commitment to respond to climate
Our Natural Capital includes the land, water, • Plant material for propagation change, the Group has launched processes to
energy, and fuel that we use to carry out our measure and record our totals and greenhouse
operations. Using these resources efficiently • Fertiliser to maintain soil health
gas (“GHG”) emissions trends
ensures better produce yields. • Biodiversity protection through
Soil health remains critical to our capability to conservancy enhancement Our operations are • Annual independent Globalgap audits and
create sustained value. We optimise the land we SEMS review
use and develop to unlock potential. • Pesticides and herbicides for yield underpinned by we together we act we
protection work we with strive • Annual estate environment expense budgets
our core Values for • Bulk water storage capacity construction
SMART GROW INTEGRITY EXCELLENCE • Savings from our solar plant
• Long-term relationships, partnerships and
Social and joint ventures
Relationship Capital • CBL continues to establish valued partnerships
• Broadly, our key stakeholder groups include:
– Business partners and joint-ventures
Forming strong partnerships with like-minded
companies and community joint ventures is key – Banks and funders
Our external operating We continue to manage our risks and • Income tax payments: R30.2 million
to our ability to meaningfully contribute to food
– Communities environment influences harness related opportunities
security. Our engagements with neighbouring • Corporate social investment (“CSI”)
land owners, communities, and regulatory – Employees our ability to create value Read more on pages 49 and 50 Contribution: R0.7 million
bodies are essential to implementing our – Shareholders and investors Read more on page 32
strategy. – Customers and suppliers • Benefits to our partners through dividends
– Government and regulators
01 02 03 04 05 06
The Group strategy

Strategic pillars Key Performance Indicators
To make a meaningful contribution to the

“Our strategy will have us return to our roots, and
we will focus on what we are passionate about, can
challenge of food security by being a leader in The short term
sustainable production and business best
make good profits from and can be the best at; practice that our employees and partners are The Crookes Brothers Team aims to ensure that the refocused business delivers consistent returns
proud of. to investors and the free cash flow of the business is well managed. Our short-term intentions are
which is: Producing and supplying Subtropical
crops, with a focus on Bananas and Sugar Cane, • Develop our properties to their utmost potential to focus on the following:
and managing Joint Ventures and providing support • Operate and acquire the best farms in the best
areas where we can retain the best
services relating to these crops in a South African- management
centric business with satellite operations within easy Improving profitability Keeping a tight rein on overheads
• Only use debt where obligations can be and positive free cash by reducing the complexity of our
striking distance of our main operations in serviced with production cash flows
flow generation operations
neighbouring countries with similar governance
frameworks and in line with our Values.”
Kennett Sinclair: Chief Executive Officer Reducing the average ratoon age Achieving Top-third yields
Become a leader in food production in of our crops and focusing on and quality in all our crops
Southern Africa that investors seek for essential CAPEX
inflation beating real returns over the
long-term
• Maintain geographic dispersion to mitigate

environmental and political risks
Pillar
• Add value through partnerships in the
Be a top-third farmer value chain
through sustainable
One practices • Diversify into more high value crops
Pillar The long term

Pillar Two
Produce and supply superior quality products
that purchasers select for their customers and Our ability to successfully carry out the long-term strategy in a way that translates into value for all
Four their customers recommend to family

and friends.
stakeholders will require a modest appetite for risk with an increased focus on mitigating agricultural
Do what is Strategic Offer industry

leading • Consolidate farming units to extract the
and other risks. By achieving the targets encapsulated by our four primary indicators, we will know
pillars
that we have successfully created value for all:
right, not risk-adjusted synergistic and scale benefits associated with
just what is returns to being part of a large business with access to
profitable shareholders a multi skilled head office support team
• Continuous improvement of operations
through applying available technology in
precision farming, automation, and enhanced Returns Risk
productivity in the workforce.
To achieve ROE of South African Inflation To have multiple operating Divisions
Pillar Produce and
supply superior
plus 6% and consistently reward
shareholders with a dividend from Free
that each contribute more than
15% to Total Operating Profit
Three quality products
profitably
Cash Flows
To make a significant impact on the growth,
development and transformation of our
economy and society by developing our people,
Cash Generation Growth
embracing new technology, conserving our
environment and helping improve lives in the To achieve Operating Cash Flow Per To achieve HEPS growth in excess of
communities in which we operate. Share growth of 10% p.a. inflation over a full economic cycle
• Expand existing community partnerships
Refer to the Strategic Performance and Financial Performance sections for more information
• Take ESG seriously
• Grow our people
01 02 03 04 05 06
An investment
for the long term
2 A balance sheet rich in real assets with inflation shielding
characteristics
Operational farms, being a the inflation rate, and many A substantial portion of our
1
combination of land, equipment, commodities, such as foodstuffs property portfolio, such as the
and natural resources, and a and raw materials, are components Renishaw Coastal Precinct, as well
An agricultural management platform that extracts property portfolio are prime of inflation measures such as the as our sugar cane estates in
synergies through centralisation and economies of scale

examples of real assets. Real consumer price index. eSwatini and Zambia, were
assets are particularly well-suited Furthermore, agricultural real acquired in the distant past and
whilst encouraging an owner-driven culture within each investments during inflationary assets typically have a low the carrying (book) value of these
business times because of their tendency to

outperform financial assets during
correlation with other traditional
asset classes such as equities and
properties, which are reflected in
the Total Assets per share and the
such periods. bonds. NAV per share, are not a true
reflection of what we believe the
Crookes Brothers is already seen This platform approach allows the As a business we have been Investors who invest in the Despite our accounting policy to market value of those properties
by investors as an agricultural business to be scalable and thus managing African agricultural risk agricultural real asset asset-class carry our substantial property are. The Board believes that
management platform company, able to add new operations without since 1860. We have embraced seek to benefit from the portfolio portfolio at cost, our Total Assets significant value has been created
with the proven ability to adding significant additional this risk management characteristic diversification and inflation per share and Net Asset Value in the Renishaw Coastal Precinct
consolidate and expand farming management costs. and we have formalised it in our protection that this asset-class (NAV) per share have increased by with the Spatial Planning and Land
operations across regions in It also allows the business to Risk Appetite which we apply offers. Real assets such as 4% and 2% per annum Use Management Act (“SPLUMA”)
Southern Africa and to suitably maintain high standards of risk consistently across our business in agriculture investments have the respectively over the past 10 years. approval for Phase 3 of the
manage the associated risks. management and Environmental, every decision we make. potential to provide bond-like During the previous financial year Scottburgh Interchange being
As an agri-business, a platform Social and Governance (“ESG”) current income, from selling our NAV per share reduced for the granted, together for with the
strategy does not lend itself to a across the business where it would commodities or leasing land, first time in five years due mostly to recent conclusion of sales
pure decentralised model as this be difficult to achieve similar coupled with the long-term capital an impairment recognised on our agreements for the sale of the
would lead to management standards in each of our divisions appreciation of the land. Real Macadamia bearer assets, but the Shopping Centre Site and the
overlap, unproductive bureaucracy for a comparable cost on an assets also provide a strong hedge general upwards trend in our NAV Petrol Station Site in Phase 3.
and confusion. For synergies to be individual scale. against inflation because long-term has been resumed in the
extracted and thus for a platform returns have historically outpaced current year.
strategy to work, a level of Managing risk through risk
centralisation is required. We have measures such as diversification,
adopted a hybrid model to insurance, ESG Frameworks,
organise the business by functional Community Joint Ventures, Internal
areas (or by crops) with centralised Audit, Transformation, etc.
management functions for each are necessities for long-term
sustainability in a volatile, uncertain, A SSET BA SE (Rands)
one. As a result, Crookes Brothers
has a multi skilled support base at complex and ambiguous 140
a head office level, together with an environment such as farming in
Africa. However, managing risk 120
owner-driven culture at estate level
and management reward systems invariably comes at the expense of
100
that are well-aligned to higher returns through increased
performance goals. capex and expenses and/or lost 80
revenue.
60
40
20
0
2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024
Total assets per share Net asset value per share
01 02 03 04 05 06
An investment for the long term continued
3 A portfolio that is diversified across regions and crops

Geographic diversification is a method of risk reduction with the following objectives:
• ensure a variety of climatic zones

with opportunities for multiple
A strategic review of the
performance of all the divisions of
Even though we exited from the
Deciduous Division during the year,
4 Sustainable transformational programmes built into
Community Partnership Models
In South Africa, the Group is

strongly aligned to the national
In 2024 R42m was distributed to
the 2 110 households of our
The Group’s CSI spend in these
communities amounted to
crops; the Group indicated that the with the three different crops we transformation agenda. As community partners through lease R518 253 for the year.
Deciduous Division had produce, together with our depicted in the graph below, more fees, Director fees and dividends,
• reduce risk exposure to extreme
underperformed over a substantial Property Division’s prospects that than 85% of the land we farm in making a substantial impact on the The impact of our joint venture
climatic events;
period of time and as a result this are uncorrelated with agriculture, South Africa is owned by local quality of living for our partners. model is evident and we see that
• moderate the effect of a single division was sold during the we are comfortable with the communities. The success of these partnerships this model will continue to play a
product’s price, logistical and financial year under review. The implementation of our strategy of is testimony to our commitment vital role in ensuring the longevity of
market vagaries; and proceeds from the sale were used diversifying towards a portfolio that As part of the sale of the and we plan to expand our reach our business, as well as providing
to reduce debt and support other has a more balanced risk Deciduous Division, we exited our in this arena over the longer term. a mutually beneficial avenue for
• reduce exposure to a single
areas of the business that is exposure. investment in Bellcro during the In addition to providing a monthly growing our operations further.
country’s political and fiscal risks.
expected to generate higher year. We now participate actively in average of 898 job opportunities in
Over the years Crookes Brothers two thriving community joint
returns for shareholders. We still our joint ventures, the Group
has established operations in four ventures which together comprise
have the intention to continue our assisted with skills development
Southern African countries with a 2 981 ha under irrigated sugar
drive towards further diversification and general welfare in these
good mix of sub-tropical and cane and 509 ha of bananas.
and growth, but only when the communities.
temperate climatic conditions.
cash flows generated from the
Our diversification strategy is the
operations of our current growth
driving reason to deal with these
investments, Murrimo Macadamia
“ebbs and flows” of the individual
and our Property Division, improve
crops. Our strategy for crop
to a level where we feel SA A REA FA RM SIZ E OW NERSHIP (ha) 2024
diversification is a spread of “solid”
comfortable that they will no longer
crops that we farm through the up Total: 620; 15%
require subsidisation by the other
and down cycles.
segments of our business. Sugar Cane: 620; 17%
R E V E N UE B Y C O UN TR Y R E V E N U E B Y PR OD U CT
Sugar Cane: 2 981; 83%
Bananas: 509; 100%
Total: 3 490; 85%
Community owned Group owned
■ South Africa 64% ■ Sugar cane 71%

■ eSwatini 23% ■ Bananas 21%
■ Mozambique 5% ■ Macadamia Nuts 2%
■ Zambia 7% ■ Property 3%
■ Other 3%
01 02 03 04 05 06
5
Proven track record of successfully operating in other
African countries with opportunities to expand further
Using the long-term bank funding Also, at our eSwatini Estate we

6 Consistent shareholder value creation over time
The Group is subject to climate and market cycles which are intrinsic to the agricultural sector. Nonetheless, we
remain committed to providing sustainable returns to shareholders over the long term.
As is evident from the graph As a result of being in investment Through the maturing of our tree
secured during 2022, a further have commissioned an below, from 2014 up until 2024 mode, our Total Assets per share orchards and our property
17 ha of bananas were planted at environmental impact assessment Crookes Brothers had been kept on growing at a steady pace development, together with our
our eSwatini Estate during the year. to determine whether it would be consistently increasing its NAV per while our orchards matured, banana expansions, we aim
This brings the total area under allowed to expand our sugar cane share every year at a compound however the growth in assets has through the careful execution of
bananas at our eSwatini Estate to plantings on a portion of our farm annual rate of 2%, even though the not yet translated into significant our strategy to continue the
96 ha. Our eSwatini Estate that is currently not being share price declined at a profits and a resultant increase in improvement of our free cash flow
produced 162 235 cartons of cultivated. We have both the water compound rate of 9%. In the NAV. Once these orchards reach as well as our earnings per share
export quality bananas in its third rights and the mill quota to do this. recent past, a large portion of our maturity, production and return on which will allow us to return to a
season of production. To capital has been invested into tree investment will become more consistent dividend yield in the
accommodate our increasing In Mozambique, at Quinta Bela Da orchards that are still maturing and stable and predictable on our short term.
banana crop, we continued to Vista the expansion of our banana the property development which agricultural investments. However,
upgrade our packhouse on the operations continued with a 49 ha has a very long-term investment despite the Property Division’s land
eSwatini Estate during the year. expansion from the 222 ha in horizon. These investments will sales successes during the past
March 2023 to the farm’s full only start yielding good returns on year and the excellent prospects
capacity of 271 ha during the invested capital over the next for future land sales, land sales are
2023/24 financial year. few years. expected to be intermittent and of
differing magnitudes and thus the
return on investment in this division
will always be less predictable than
those of our mature agricultural
divisions.
A SSET BA SE (Rands)
140
120
100
80
60
40
20
0
2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024
Total assets per share

Net asset value per share
Share price – closing
01 02 03 04 05 06
7
A collection of vertically integrated farms transforming
into a vertically integrated agri-business that adds value
to primary products
Our strategic objective is to work amongst other things, in blueberry established brands as well as
towards leveraging the packing, production and Lebombo Cape white labelling products for the
processing, and marketing Properties owns fruit and major South African retailers.
aspects of our banana and vegetable processing facilities with
For Crookes Brothers to achieve
Macadamia nut operations. We a large blueberry section. The
further vertical integration, it will
have a stake in well-functioning strategy that Lebombo Cape
necessitate future investments into
businesses further up the banana Properties continues to implement
the Macadamia nut processing
value chain, through Lebombo is one of growing its presence
and marketing value chain or an
Growers and its subsidiary, further up the value chain closer to
investment into other crops that
Lebombo Cape Properties. the consumer by processing and
could provide us with the ability to
Lebombo Growers and Lebombo marketing various fruit products
further our vertical integration
Cape Properties are invested, under their own, recently
ambitions.
8
Strategically placed to manage exchange rate risk with
soft currency production costs and hard currency income
streams
Barring a few exceptions, our electricity, water and interest costs production is likely to be exported.
production costs are largely based which are priced in local Both our Macadamia Nut and
in the local currency of our currencies. sugar cane revenue are positively
operations – South African Rand, influenced by the weakening of the
Two of the three agricultural crops
eSwatini Lilangeni, Zambian Rand and the Lilangeni. Based on
that we produce have a large
Kwacha and Mozambican Metical. long-term trends, approximately
component that is exported and
Even though our production costs 23% of our total revenue is
priced in hard currencies.
are indirectly impacted by the Approximately 100% of our generated, directly or indirectly,
weakening of the local currencies Macadamia nuts are exported by from hard currency markets and
through the impact it has on the Macadamia Nut Processors therefore provides a good currency
fertiliser-, chemical- and fuel prices, with whom we have partnered, and hedge to the weakening of the four
a substantial portion of our over the long-term approximately local currencies of the countries in
expenses relate to labour, rent, 30% of the South African sugar which we operate.
A PP ROXIM A TE REV ENUE EXP OSURE BA SED ON

HISTORIC EXPORT DA TA (Rm)
Bananas
100%
Sugar cane
Property
Macadamia Nuts
3% Other
3%
21%
50%
50%
2%
21%
0%
01 02 03 04 05 06
9 10
A 164-year heritage balanced Level 2 B-BBEE score
with a multi-generational outlook
As opposed to private equity funds Long-term investments necessitate Moreover, we have a good mix of The scorecard of the AgriBEE Our B-BBEE rating for the current As a proudly South African
and other medium-term investors, long-term thinking and leaders experience and energy, combined Sector Codes show how year is level 2. Our current score is business, we support initiatives
Crookes Brothers, as an enduring focused on the long term. with a diversity of ethnicity and successful companies are in their very good when compared to our that aim to transform the
business with a 164-year heritage At Crookes Brothers we know that skills on our Board. We can strive towards job creation and the peers in the industry. agricultural sector and create
and multi-generational outlook, can a successful agriculture business capitalise on this advantageous creation of equal opportunities for employment for previously
make investments with extreme never falls behind with its replanting position and the characteristics of black suppliers, black commercial Our Group continues to be serious disadvantaged people.
long-term investment horizons, programme and it never our Board and management team, farmers and black industrialists. In about remaining a sustainable,
such as investments in tree crops, compromises on re-investing. to become the management addition, the codes support land socially relevant business with
agricultural land, and property Agriculture returns are volatile over platform of choice in Southern reform projects, localisation of longevity that has done what is
development. We gained the the short term, but stable over the African agri-business. goods and services which are not right and not just what is profitable.
wisdom through many generations long-term. produced in South Africa currently, Agriculture is the bedrock of the
to not jump between crops, greenfield ventures and South African economy and a very
because it leads to buying at the Agriculture is suited for businesses beneficiation of primary products. important contributor to its
peaks and selling in the troughs. that have a multi-generation development and to job creation.
We also learned the hard way that outlook. The Crookes Brothers
in agriculture you should not make team is made up of a unique mix
excessive use of debt. of experience and youth. Like a
family farm, this multi-generational
As a perpetual agricultural outlook facilitates the transfer of
management platform, Crookes knowledge, experience, institutional
Brothers can hold on to long-term memory and battle scars from the
investments through climatic and older more-experienced generation
market cycles until maturity where to the younger, more-energetic, but
others would be forced to sell less-experienced members of the
before the maturity of their leadership team who in turn will
investments due to the limited pass the rudder of the Crookes
tenure of their structures. ship to the next generation.
S E N IO R M A N A G E M E N T COM POS I TI ON
(%)
35
30
25
20
15
10
0
40 years and younger 40–50 50–60 60 and over
■ Patterson Grade D1 and above
01 02 03 04 05 06
Our Board of Directors A B C D E
Larry Richard Tim Tim Farzanah

Riddle Chance Crookes Denton Mall
(64) (66) (47) (62) (47)
BCom, BAcc (Hons), CA(SA) BA LLB, CSEP (Columbia) M Agric Mgt cum laude Non-executive Director BCom, BAcc (Hons), CA(SA)
Independent Chairman of Independent Non-executive Independent Non-executive Chairman of the Agricultural Independent Non-executive
the Board Director Director Committee Director
Member of Agricultural, Risk Committee Chairman, Member of the Agricultural Member of the Risk Chairperson of the Audit
Audit and Human Capital Social and Ethics Committee and Risk Committees Committee Committee
A B C
Committees Chairman
Appointed to the Board: Appointed to the Board: Member of the Risk and Social
Appointed to the Board: Member of the Audit and July 2015 November 2012 and Ethics Committees
April 2019 Human Capital Committees
Tim has significant Tim is Head of Agricultural Appointed to the Board:
Larry previously held the Appointed to the Board: personal farming interests Research for SilverStreet November 2021
positions of Commercial July 2015 and serves as Managing Capital, a London-based
Director and Group investment management Farzanah serves as a Non-
Director of Ellingham
Corporate & External Richard is the Founder business focused on executive Director at Tsogo
Estate. Tim is a former
Affairs Director of Illovo and Executive Director of the agricultural sector Sun Gaming Limited. She
manager of the Banana has considerable finance
Sugar Africa. Larry also Altor Africa (Pty) Limited, in Africa. He has
Growers Association of experience having worked for
played a key role in looking which is a Company that extensive experience
South Africa, with the three of the big four auditing
after the Illovo Joint engages primarily in animal in the management of
exception of Crookes firms and held numerous
Ventures and Associate and human nutrition in large commercial farms
Brothers, he also currently senior leadership roles. She
companies in the Group, Sub-Saharan Africa. He in Africa, including the
serves as a member had a long career at KPMG
including Gledhow Sugar previously was a practicing development of green-
of several SA Cane where she was a Director for
Company and Glendale attorney prior to joining SA field sites and out-grower
Growers structures and 10 years in advisory practice
Distilling Company. Breweries, where he held schemes.
as a grower nominee and ultimately served on the
He is a past Chairman of various executive positions
on Illovo’s Sezela Mill KPMG South Africa board.
the South African Sugar in his career. He has Her experience also includes
management committee.
Millers’ Association and also consulted to several lecturing postgraduate
D E F the Ethanol Producers’ prominent companies. managerial accounting and
Association of South Africa. finance and working for Coles
Myer Limited in Melbourne,
Australia.
F G H I
Gary Vaughan- Thembi Kennett Nigel

Smith Xaba Sinclair Naidoo
(60) (50) (47) (43)
BSc, MPhil, FIA MPhil, PhD BAcc (Hons), CA(SA), CFA BCom, BAcc (Hons), CA(SA)
Non-executive Director Independent Non-executive Director Chief Executive Officer Chief Financial Officer
G H I Member of the Human Chairperson of the Human Capital Committee Member of the Agricultural, Member of the Risk and Social
Capital Committee Risk and Social and and Ethics Committees
Member of the Agriculture Committee Ethics Committees
Appointed to the Board: Appointed to the Board: May
November 2012 Appointed to the Board: Appointed to the Board: 2021
April 2020 August 2019
Gary is the Chief Nigel is a qualified CA(SA),
Investment Officer of Dr Thembi Xaba has established herself in the field of As the Chief Executive he joined Crookes Brothers
SilverStreet Capital, a development economics as an executive and as an Officer, Kennett is a in 2014 as an experienced
London-based investment authoritative source in agriculture and development finance. highly qualified and financial manager and served
management business Thembi has gained more than 20 years’ experience in the skilled executive with as the Company’s Group
focused on the agricultural agricultural sector, with mandates delivering on food security, considerable experience. Financial Manager. Before
sector in Africa. Before this, agricultural financing and investment promotion programmes. Kennett is a qualified joining Crookes Brothers,
he worked at Gartmore chartered accountant he worked at Grindrod and
Investment and ABN She is the former CEO of the Deciduous Fruit Development and CFA charter holder at PricewaterhouseCoopers
AMRO, both based in Chamber (DFDC-SA), and currently the Managing Director who holds an Honours in the firm’s Durban and
London. for Digital Earth Africa, leading an Earth Observation Program degree in Accountancy. London offices.
and a team in Africa. Dr Xaba holds a PhD in Business He has over 19 years
Management Administration and an MPhil in Development of experience in asset
Finance from the University of Stellenbosch Business management, auditing,
School respectively. In addition, she also possesses post finance and operational
graduate qualifications in Agriculture and Economic Policy management and
and serves on various boards in the industry. corporate finance and
Non-Executive Director Executive Director private equity.
01 02 03 04 05 06
Our Executive Committee
A B
C D
A B C D
Kennett Nigel Rory Lisa
Sinclair Naidoo Niven Pretorius
(47) (43) (64) (56)
BAcc (Hons), CA(SA), CFA BCom, BAcc (Hons), CA(SA) BCom: Finance and Business BTech Management, Advanced
Business Programme (ABP)
Chief Executive Officer Chief Financial Officer Chief Operations Officer
Group Human Resources Executive
Year joined: 2019 Year joined: 2014 Year joined: 2019
Year joined: 2009
Prior to his appointment as Chief Prior to joining Crookes Brothers, Rory has over 20 years of commercial
Executive Officer, Kennet was a Nigel was employed as a Financial primary agriculture experience. During Lisa has more than 30 years human
partner at Exeo Capital. Kennett Manager at Grindrod and this time Rory has held various senior resource generalist experience and
is a CFA charter holder and a worked as a Senior Consultant positions in production has worked in a number of different
chartered accountant and holds a at PwC in the firm’s Durban and and processing that range across industries during her career.
Honours Degree in Accountancy. London offices. Nigel has been different fresh fruit Groups. In
He has over 19 years of with Crookes Brothers since addition to pure production positions Prior to her appointment at Crookes
experience in asset management, January 2014, and previously Rory has spent a large amount Brothers, Lisa has held senior
auditing, finance and operational served as the Company’s of this time identifying, valuating executive positions at Shell and
management and corporate Group Financial Manager. and purchasing strategic inorganic Toyota Tsusho.
finance and private equity.
growth opportunities to add scale
Lisa has specialist knowledge in the
and synergy to those existing primary
areas of wage negotiations, labour
production companies.
relations, grading and employee
benefits.
02
01 02 03 04 05 06
Our operating
environment
Our operating environment 34
What is our operating environment?
It is the habitat, the domain and surroundings within

which we go about our business. Let us now take a closer
look at this territory in which we operate. This was a year
of positive consolidation from the poor operating territory
we experienced in the previous year, 2022/23. This
year was about making hard decisions to re-define our
environment, embracing these changes and consolidating
around core assets within that environment.
01 02 03 04 05 06
Our operating environment

The natural
environment
As is well documented, we sold the
deciduous business that operated in the
EGVV region of the Western Cape.
This means our remaining core business
operations are in a subtropical arc on the
eastern side of Southern Africa.
This stretches from the South Coast of
The prices in cane, bananas and deciduous returned KwaZulu-Natal to the northern Mozambican
town of Gurue in the province of Zambezia.
closer to, and in some cases traded above, the long-term This is primarily a summer rainfall and
means. Macadamias are still low, but have bottomed out warmish, dry winter region.
and are on a more positive trajectory. We started on a tough note due to the
aftermath of Cyclone Freddy. The torrential
rains in late February 2023 caused extensive
physical damage to infrastructure, both on
and off the farms, and impacted on some
newly planted cane and banana fields. It
interrupted banana harvest and put
enormous pressure on the top-quality
percentages. This was more evident in Cyclone Freddy, February 2023. Main pumphouse under water
Southern Mozambique, where the rainfall
The operational costs like fertiliser, chemicals was excessive with over 800mm in a
and freight rates improved. Power and labour weekend. On a positive score, these rains
costs remain a challenge, but after the tough did fill all out bulk water storage facilities from
measures taken on efficiencies and Mpumalanga to the Pequinos Lebombos
non-essential functionality, we are better reservoir in Southern Mozambique.
shaped to protect and maximise margins
going forward. We are now consolidating The wet overcast conditions coincided with
around a core operating structure focusing the cane’s peak growth period and set the
on in-house organic growth and positioning scene for below expectation cane yields and
ourselves for the next phase. a reduction in the banana crop. The
Our operational environment comprises three Southern African regional cane crop was
elements. The natural environment, the social 10% below estimate and we correlated very
environment and the finally the economic accurately with that trend. This was
atmosphere that provides the financial challenging for us growers as we had just
oxygen required to operate and flourish. submitted our budgets along with the millers.
By the end of Q1 we and the mill group
boards could see that the yields were not
going to go as planned, and we all adjusted
our forecasts. As far as bananas are
concerned, we saw a general reduction in
the bunch masses and extension in banana
Growth Irrigation Balance: Bananas, Komatipoort 2023. cycle times, thus rendering less volume
making their way to the markets. As said,
this was across the region, but more
pronounced in the Boane region of
Cyclone Filipo, February 2024. Mature cane blown over
Mozambique, where our JV is situated and
where the bulk of the bananas destined for
export to South Africa are grown. The upside
is that the banana prices adjusted positively
to these volume reductions.
01 02 03 04 05 06
Our operating environment continued
The social
This winter was mild and the summer rains
came a little late. Summer rainfall was below
the long-term mean and required extensive environment
irrigation, with frustrating levels of load
shedding in South Africa in early to mid- This we know well. As an agri-business that
summer. We had the water, but the delivery has been in existence for generations, it is
integrity was impacted by load shedding. important to acknowledge the work done
The El Niño effect, largely behind us now, and efforts made to ensure that we can
saw poor rainfall numbers across central operate successfully in this environment. This
Southern Africa and was the same at our includes all stakeholders. The large labour
Zambian operation. We were required to force that supports our operations, the
request water and irrigate in February, which communities with whom we interact, the
has never been the case since we acquired compliance personnel ensuring that
the Mazabuka asset. governance is top priority and service Staff photo – Eswatini Indaba April 2024
providers who provide necessary resources
February again did not disappoint with its
extreme weather. A late summer storm
to ensure that we can conduct our
mandates. This social framework stretches
Bananas
produced significant wind damage to our across four countries within our operating What a difference a year makes. There was less fruit in the market and the quality across the
banana operations in all three banana corridor. Work permits, border controllers, region was generally poor. Mozambique exports were under pressure, resulting in less supply
estates, but this storm did bring very diverged labour laws, the compliance and pressure and better prices. The market can absorb a finite weekly volume and the moment you
welcome late summer rainfall. This included legal frameworks, shareholders, listing over-supply the prices fall away dramatically. The poor prices of last year meant less new
a 60mm dollop in Zambia that fell directly on personnel and the requirements of our joint plantings, the buoyant sugar prices resulting in some growers switching away from bananas to
the farm and broke the back of the poor late venture shareholders all fall within the social cane. Southern Mozambique is not a great banana expansion region due to a strong metical
summer dry conditions. operating environment. This is multi-faceted against the Rand exchange rate and quality pressure.
and complex. But again, we reiterate that we
Another element of our natural environment Less product on all the markets results in good prices. This current year there is more product
are operating within a preferred and
on the market and we will see prices sliding back somewhat, but only to the levels experienced
is the management of pests and diseases. designated corridor that we know and
in 2022.
The quality numbers for this last year were understand.
good across all divisions. This is, by and Another important element of this banana economic environment is the decay in ripening and
large, a function of the previous season’s Succession planning, management training, cooling facilities on the municipal markets. These are largely in poor repair due to a lack of
pressure. This year has been very tough. The labour development, primary stakeholder maintenance. It is becoming more and more important to establish private means to provide
Shaffer beetle and bronze thrips pressure nurturing and system management are all these services. This is at the forefront of our planning and decision-making. The current year,
Banana Blocks: QBV Boane, Southern Mozambique
after the February rains in bananas was high, part of this process. It is the one 2024/25 prices are lower but acceptable as prices returned to their long-term means.
and mealy bug and early/late stinkbug environmental element that is not spoken
pressure in MML was at the highest level we about in operations, but is critical to operate. We know this market, we understand its dynamics and we are committed to the banana
have experienced to date. Good vegetive industry. It is an environment that we really understand and we know the recipe to mutually
growth environment is also good for the The economic dovetail banana and cane operations in the field and across our operational management to
maximise the benefits across these two crops. It is our intention to leverage this knowledge and
pests. We have programmes in place to
protect our crops; an important and large environment its growth. These organic growth plans will result in increasing our regional banana footprint
part of our operation. This environment was across the whole supply chain going forward inside our current asset structure.
It is one thing to produce, but another to sell.
intense and the impact seen in the The previous year was very tough across
disappointing banana quality percentage three of the four divisions, with cane being
numbers, and will also be seen in poorer the exception. This year we saw the price
quality numbers this coming season currently improve in all crops except for macadamias,
being harvested at the macadamia operation. which reached rock bottom this reporting
year. I will deal with our three remaining core
It is often remarked that in farming you are at
crops below, but would like to point out that
the mercy of the natural elements. While this
deciduous prices also bounced back from
is true, you can always strive to mitigate this
the terrible lows of the previous season. This
by better planning and preparation for
was a culmination of stronger hard currency
extreme events. Drainage, wind breaks,
prices in the market due to a shortage of
transportable river pumps and motors,
fruit, reduced freight charges and a weak
alternate energy and harvest timing plans are
Rand. As far as our core crops are
a few examples. We understand our
concerned, we saw positive movement in
operational corridor. We are focused on it
prices across the board.
and have a large history of weather and
performance data. It is our intention to
leverage this data to help make plans to MML, Macs Full Cover Sprays, 2023
reduce the negative impacts and enhance
the positive features of our environment
within that corridor.
Banana Flower: Mawecro, November 2023
01 02 03 04 05 06
Macadamias Sugar cane

In February this year Zimbali hosted the 2024 International Macadamia Symposium. This was #11 PRIC E US$/lb A ND RSA RV PRIC E HISTO R Y
well resourced and top global industry people through all the aspects of the mac industry and
US$/lb RV
This past season was extremely tough. all major grower regions throughout the world attended. Is was sold out and really well Sugar cane remained at the high prices that 0.30 8 000
The markets collapsed to prices last seen attended. Industry experts in both the grower and marketing fields agreed that the industry in were present at the start of the year.
over seven years ago and in real terms the all producing countries was not sustainable at these levels and that the more marginal players We obviously did not expect gains like the 7 000
would exit and the industry would re-group and consolidate as primary producing industries 0.25
lowest in 20 years. This was not regionally 2022 crop year but prices across all our
always do. Current evidence showing this to be the case. Old orchards are being ploughed out, 6 000
specific, but a global phenomenon. In the growing regions remained buoyant.
past macadamia roughly followed a speculative farms abandoned and nurseries are battling with orders. But the wheel is turning. 0.20
5 000
seven-year cycle, but this last bull run was The DNIS markets are starting to take up significant volumes again, with kernel markets picking The global sugar price as expressed in the
on for 14 years, culminating in a severe up and prices lifting off the 2023 floors of this past year. #11 US$/lb price has been positive. 0.15 4 000
correction starting in 2021 and bottoming There was some consolidation late in 2023,
We do not see macs trading at the super premiums that were present in the 21st century late 3 000
this financial year at levels way below its but it remains firm and underpins the 0.10
teens, but will now equitably compete with other premium tree nut crops. The large traders are international price performance.
long-term mean. 2 000
comfortable with this development, as they believe macadamias lost market share due to said Internationally poor rainfall numbers in large 0.05
premiums. It will be easier to claw back market share at these current and short-term projected grower countries, a strong oil price during 1 000
price ranges. 2023 underpinning the ethanol industry in
0 0
Brazil, and government regulations protecting
2011/12
2012/13
2013/14
2014/15
2015/16
2016/17
2017/18
2018/19
2019/20
2020/21
2021/22
2022/23
2023/24
Like any over-traded situation, the speculators and marginal players will fall away. Our job is to
their economies from food security concerns
keep doing what is right, learn from the cycles, do canopy maintenance while prices are low
have kept a cap on supply at a macro level.
and understand that it will cycle again, but this time probably back closer to a shorter, more
Locally a shortage of refined sugar, a weaker #11 White sugar US$/lb RV price in (R/ton)
traditional cycle. We must ensure that we continue to produce enough good quality nuts to sell
Rand, a very aggressive marking strategy in #11 white sugar and South Africa average sugar price
into this market. The prices will recover, but not to the super premium that the industry
Zambia and southern DRC and a
experienced a few years ago. Our macadamia operation is well positioned in that marketing
disappointing South African national crush
environment.
have all contributed to sustaining the prices
at these good levels. The negative impacts
D N IS ( $ ) emanating from the THS demise are now
factored into the price, and any accords
5.00 reached could hopefully positively impact
on local RSA growers’ returns should those
agreements be reached. We are budgeting
4.00
for another good and steady sugar price year
New Dryland Plantings: MML, March 2024 for the current year in play.
3.00
2.00
1.00
0
1996
1997
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
Ngwenya Dam, Eswatini, February 2024
DNIS ($) Linear (DNIS ($))
Macadamia price graph long-term

Consolidation around our core
Crookes Brothers has been a subtropical grower for generations, we understand this
environment and are busy consolidating around this platform to position ourselves for future
growth. We have a significant investment in macadamias which is now starting to mature,
and the property development deep value investment on our South Coast property is showing
good traction.
These are disciplines that we understand and an environment that we are familiar operating
within. The hard decisions taken last year are starting to have a positive impact and it’s now a
question of protecting the assets, ensuring that their integrity remains true with re-plants and
ensuring that we continue to protect and maximise the margins and not allow the current
positive price trends to allow slippage.
The assets are good, the climatic events are getting more volatile and the markets will cycle.
We will re-enforce the asset integrity; we will plan for more extreme climate events and we will
ride the markets. This is our environment. We know it, we understand it and we all benefit from it.
01 02 03 04 05 06
Renishaw Property
Developments
Significantly Improved Provincial Perspective
Interest but Conversions Provincially, KwaZulu-Natal’s property market has been robust despite past economic
remain Tough challenges. The regional government has supported this growth through infrastructure
The property development environment on development and environmental clearances for large projects.
the Mid-South Coast of KwaZulu-Natal (KZN)
The province’s push for sustainable and self-reliant developments, like those opportunities
over this financial year showed signs of
within in the Renishaw Coastal Precinct, underscores a broader strategy to attract both
recovery after the devastating events that the
national and international investors by highlighting the region’s competitive pricing and high
region experienced over the last few years.
quality of life.
The events mentioned includes but is not
limited to: National Perspective
• The COVID-19 pandemic – Several Nationally, South Africa’s real estate market faced varying conditions, with the KZN Mid-South
variants and lockdowns, effect on older Coast standing out as an attractive investment due to its lower property costs and high return
generation, potential.
• The looting of July 2021 – Significant
losses in investment confidence, The region’s popularity surged due to the “semigration” trend, where people from other parts
of the country relocate for a better lifestyle balance. Renishaw Hills, however, have not shared
• The floods of April 2022 – Effects on roads
in this phenomenon, and sales have slowed down significantly.
and other infrastructure,
• The war between Russia and the Ukraine
– Sharp increases in interest rates, Market Sectors to Watch
• The increased load shedding introduced Compared to the previous year, the 2023/24 financial year generally marked a more
by Eskom – Increased costs of doing accelerated development pace and higher investment interest. Within the Renishaw Coastal
business. Precinct this was also witnessed, with developers showing interest in development
opportunities across most market sectors.
Turning interest into converted sales at the
asking price, however, still proved to be This included:
challenging, both within the Renishaw
Coastal Precinct, and at Renishaw Hills.
Retail
The mid-south coast Shopping Centre
The region experienced a substantial uptick Light Commercial offices

in interest in property development driven by Industrial Global Business
Truck Stops, Services (GBS) &
the launch of several high-profile projects, Warehousing. BPO Sector
amongst others, the Renishaw Coastal
Precinct.
These projects aim to be pivotal in reshaping

Energy and
the local landscape, hoping to move it from a Transportation
Education
Petrol Filling
predominantly holiday destination to a more Station and
New Private
School
permanent residential area. Should this Drive-Thru,
materialize, it should boost local employment

and the economy significantly.
Leisure Religion
International New Church
Hotel Group
The increased focus on sustainable and integrated community developments, along with
enhanced local government support, contributed to this environment of growth, positioning
the Mid-South Coast of KZN as a choice destination for property development.
03
01
01 02
02 03
03 04
04 05
05 06
06
about us
about us our operating
our operating governance
governance our
our summary consolidated
summary consolidated shareholder information
shareholder information
environment
environment performance
performance financial
financial statements
statements
Governance
Corporate governance report 44
Remuneration report 55
The board of Directors is committed to the principles

of good corporate governance as set out in the
principles and practices under the King IVTM Code on
Good Corporate Governance. The board recognises that
Crookes Brothers Limited operates in the triple context
of the economy, society and the environment, which are
impacted by a world of diminishing resources.
01 02 03 04 05 06
Corporate governance
report
Appointments to the Board are made after
consideration of the recommendations of the
Human Capital Committee and are subject to Board committees
confirmation by shareholders at the first The board has established five committees to assist in discharging its
Governance, ethics and Annual General Meeting after appointment. responsibilities without in any way reducing its accountability.
compliance structures Non-executive Directors are subject to The board formally delegates responsibilities to:
retirement and re-election by shareholders at
Application of King IV TM
intervals of no more than three years. • The Audit committee
Non-executive Directors who have served
The board follows a combined assurance model, which proposes that assurance be affected on three levels, by • The Risk committee
three terms or more of three years each are
management, internal assurance providers and external assurance providers. In accordance with these principles:
subject to retirement and re-election annually. • The Human Capital committee
• The Social and Ethics committee
The board regularly evaluates its own
• the first level of assurance is via management’s quality assurance processes and self-audits, The responsibility for the functioning of the • The Agricultural committee
performance and that of its members
with the reporting line to the Management Committee; Board and the executive responsibility for through a formal process of detailed
managing the business are separated and Board-approved charters define terms of reference, reporting procedures and
• the second level is through risk management, compliance functions and the safety, health evaluation questionnaires, discussion of
the Chairman is an independent non- scope of authority for each board committee.
and environmental management processes, with the reporting line to the agricultural results and formulation of action plans at a
executive director. The board is responsible board meeting, as well as individual
managers’ forum and the Executive Committee; and The committees and the Board review and update the charters annually to stay
for setting the strategic direction of the engagement between the Chairman and
• the third level comprises internal audit, external audit, regulators, certification bodies and abreast of developments in corporate law and governance best practice.
group, ensuring that adequate oversight and each board member. Board committees
insurance assessors, with the reporting line to the Board of Directors via the Audit
control of corporate governance structures follow similar processes. Independent non-executive Directors chair the Board committees and membership
Committee, Risk Committee, Social and Ethics Committee, Human Capital Committee and
Agricultural Committee. are adhered to. of the committees is made up predominantly of non-executive Directors. The
For the year under review, the Board fulfilled Chairpersons of the Board committees attend the Annual General Meeting in order
The board of Directors has satisfied itself that the group, during the period under review, has The board’s objective is to ensure its responsibilities in compliance with its to respond to shareholder queries.
complied in all material respects with the JSE Listings requirements and within the framework responsible business leadership in a manner charter.
of King IVTM. that balances the needs and rebuilds the The Chairpersons and members of the Board committees are appointed annually at
trust of all stakeholders. The board aims to the first board meeting after the Annual General Meeting. Audit committee
The board confirms that the Company is in compliance with the provisions of the Companies retain full and effective control of the group members are elected each year at the Annual General Meeting of shareholders.
Act relating to its incorporation and that it is operating in conformity with its Memorandum of and to give strategic direction to
Incorporation. management. The committees also serve as committees for the subsidiaries within the group. For
governance purposes, each subsidiary has appointed the committees through each
The detailed responsibilities of the Board are entity’s board charter.
Board of Directors
set out in a formal charter, which is updated
The group has a unitary board structure, which comprises a majority of non-executive from time to time to align it with corporate
Directors, most of whom are independent. Brief biographical details of each of the Directors are law and governance best practice. The
set out on page 29 of this Integrated Report. group has adopted a written Directors’ Code
of Conduct, with which all Directors are
The balance of power within the Board allows for a positive interaction between the Board required to comply, as well as a formal
members and also ensures the diversity of views within the Board. Ensuring a mix of executive document detailing the Chairman’s roles and
and non-executive Directors on boards, ensures that decisions made by the Board takes into responsibilities.
account both operational views and effects as well as independent views and judgement.
01 02 03 04 05 06
Corporate governance report continued
Audit Membership Regulatory compliance JSE reporting Finance function

Committee Director Qualifications Designation Appointed The committee has complied with all The committee evaluated the submissions We believe that Nigel Naidoo CA(SA), the
Report Farzanah Mall* BCom, BAcc (Hons), CA(SA) Independent non-executive Nov 2021
applicable legal, regulatory and other
responsibilities.
made to it by the Company Secretary and
management and is satisfied that the group
Chief Financial Officer for the period under
review, possessed the appropriate expertise
The Audit committee is a statutory has met the JSE Listings Requirements and and experience to meet his responsibilities in
Richard Chance BA LLB, CSEP (Columbia) Independent non-executive Feb 2019
committee in terms of the Companies Act IT governance the requirements of the King IVTM Code. The that position. We are also satisfied with the
of South Africa and a committee of the committee has received and considered the expertise and adequacy of resources within
Larry Riddle BCom, BAcc, CA(SA) Independent non-executive Apr 2019
Board of Directors. In addition to having The committee has oversight responsibility findings in the JSE’s reports for compliance the finance function. In making these
specific statutory responsibilities in terms for IT governance and manages the group’s with IFRS Accounting Standards: assessments we have obtained feedback
* Chairperson
of the Companies Act and JSE Listings adherence through various charters, plans, from both external and internal audit.
requirements it assists the Board through policies, procedures and practices. • Report back on proactive monitoring of
advising and making recommendations on
Meetings • supported the appropriateness of the
Management monitor IT governance and the financial statements in 2023. Based on the processes and assurances
going concern premise in the preparation
financial reporting, oversight of internal The committee is required to meet at least of the consolidated financial statements. adherence to various policies and • Amendments to the Equity and Debt obtained we believe that the accounting
financial controls, risk governance, external twice a year. The committee held two procedures, and provides written feedback Listings Requirements, dealing with practices are effective.
and internal audit functions and statutory meetings during the period under review and to the committee at each meeting. The Auditor Accreditation.
Internal financial controls and
and regulatory compliance of the Company there was full attendance at both meetings. committee is satisfied that the reports of Financial statements
internal audit
and the group. management adequately address IT
JSE reporting Based on the processes and assurances
requirements
governance requirements, including the
Statutory duties In execution of its delegated duties in this
obtained we recommend that the current
appropriateness of the IT strategy and
Role area, the committee has:
In execution of its statutory duties during the policies, systems and network architecture, 3.84(k) annual financial statements be approved
by the Board.
A formal charter, which details statutory and financial year under review, the committee: • reviewed and recommended the internal applications, disaster recovery and cyber
delegated duties, governs the committee’s security management. The committee has considered the approach
audit charter for approval;
activities. • nominated BDO and BDO audit partner adopted by management to ensure that the On behalf of the Audit committee
Mr Ahmed Timol as external auditor after • evaluated the independence, effectiveness CEO and CFO responsibility statement
The function of the committee is to assist the and performance of the internal audit Risk governance sign-off on the consolidated financial
considering BDO’s independence;
Directors in discharging their responsibilities function; The board delegates overall risk governance statements and internal financial reporting
• determined BDO’s fees;
relating to the safeguarding of assets, the • reviewed the effectiveness of the to the committee. Through the monitoring of controls in terms of the JSE Listings
operation of adequate and effective systems • considered BDO’s terms of engagement; Requirement 3.84(k) is appropriately Farzanah Mall
Company’s system of key internal business, financial and other risks, the
and control processes, the preparation of supported. In satisfying itself in this regard, Chairperson
• ensured that the appointment of BDO financial controls; committee satisfies itself that it dedicates
fairly presented consolidated financial complied with the relevant provisions of sufficient time to this responsibility. the committee has evaluated:
• reviewed the competence, qualifications Durban
statements in compliance with all applicable the Companies Act of South Africa and and experience of the Company Secretary; • the risk assessment and scoping 26 June 2024
legal and regulatory requirements and Effective 1 April 2024, the committee
King IVTM;
accounting standards, and the oversight of • reviewed significant issues raised by the assumed all of the roles previously fulfilled by framework, including the determination of
the external and internal audit appointments • pre-approved all non-audit service work external and internal audit process and the the Risk committee. materiality applied to ensure that
and functions. with BDO; adequacy of corrective action in response significant areas of risk, complexity and
• confirmed that there were no complaints to such findings; External audit judgement are included for the evaluation
of internal financial reporting controls;
Terms of reference relating to accounting practices and • reviewed audit reports regarding the Based on processes followed and
internal audit of the Company, the content adequacy of accounting records; and • the process followed for the evaluation of
The committee has adopted formal terms of assurances received, the committee is
or auditing of its consolidated financial the design of existing internal financial
reference that have been approved by the • reviewed policies and procedures for satisfied that BDO is independent of the
statements, the internal financial controls reporting controls and the need for
Board of Directors. The committee has preventing and detecting fraud. group and company. It is the policy of the
of the Company and any other related amending and/or supplementing those
executed its duties during the past financial group that any non-audit services are
matters; The Internal Audit Manager reported to the controls;
year in accordance with these terms of approved by the committee. BDO provided
• considered all key audit matters, committee that in his opinion significant • the ongoing implementation of the
reference. approved non-audit services during the year
specifically the valuation assumptions of internal financial controls operated effectively aforementioned controls and whether they
under review. These services have been
group biological assets, and recoverability during the period under review. The Internal have operated effectively during the
assessed and do not impact their
Composition and of investments in subsidiaries and loans Audit Manager reports directly to the
independence. The committee confirmed reporting period under review; and
proceedings to related parties; committee and has unrestricted access to
that no reportable irregularities were identified • the findings of assurance providers,
the committee Chairperson.
The committee consists of three independent • ensured that appropriate financial reporting and reported by the external auditors in including management declarations and
non-executive Directors. Details of committee procedures existed and are working; terms of the Auditing Professions Act, No 26 internal audit findings, following their
Based on the processes and assurances
members are as below. The Chief Executive of 2005. assessment of the operating effectiveness
• confirmed responsibilities to review obtained, the committee believes that of internal financial reporting controls.
Officer, Chief Financial Officer, senior financial significant internal financial controls are
information obtained from the auditors in
and IT executives of the Company and effective.
terms of paragraph 3.84(g)(iii) of the
representatives from the external and internal
JSE Listings Requirements;
auditors attend the committee meetings by
invitation. The auditors, both external and • advised the Board on any matters
internal, have unrestricted access to the concerning the group and company
committee Chairperson or any other member accounting policies, financial control,
of the committee as required. records and reporting where applicable;
and
01 02 03 04 05 06
Role Composition and Material risks

Risk committee proceedings
A charter governs the committee with a The committee considered the following material risks which are likely to be encountered by the group in the execution of its objectives:
The risk committee reports to the audit
formal risk policy and risk strategy document The committee consists of four non-
committee and board of Directors. The
guiding its responsibilities and activities. executive Directors, one of whom chairs the
committee has oversight over:
meetings of the committee, together with the
The primary objective of the committee is to No Risk Details Mitigating measures
• the group delegation of authority Chief Executive Officer and Chief Financial
assist the audit committee and the Board to
documents; Officer. The Chief Operations Officer, Group
fulfil their corporate governance
Human Resources Executive, Group 1 Climate risk Extreme weather phenomenon’s cause To ensure sufficient water availability at the
• strategic, business, financial and responsibilities relating to the management of damage to the group’s capital infrastructure, irrigated estates, water storage reservoirs
Financial Manager and Internal Audit
agricultural risks; risk in the group. movable assets and inventory. There is also an have been established to provide water during
Manager attend meetings by invitation.
adverse impact to the quality of our crops, extended dry periods. Adequate drainage is
• tax, litigation and new legislation that
There is an ongoing process for identifying, resulting in lower revenue earned. installed in all our operations to deal with
affects the group;
evaluating and managing the strategic risks flooding. Shade nets are used in high hail
• IT governance and the internal audit faced by the group. These are subject to areas to prevent bruising of banana fruit.
activities; and review and discussion at both committee Insurance cover is taken to cater for areas
• compliance and board level. deemed high risk.
Membership 2 Insurance risk Major weather events, damage to property Insurance claims have been limited to high
caused by civil unrest and poor maintenance value losses only, in an effort to reduce the
Director Qualifications Designation Appointed of the countries roads and infrastructure have group’s loss to claims ratio.
resulted in an increase in the group’s
Richard Chance* BA LLB,CSEP (Columbia) Independent non-executive Feb 2019 Rebroke exercises with alternate insurance
insurance claims over the last two years. As a
Tim Crookes M.Agric.Mgt cum laude Independent non-executive Feb 2016 underwriters are presently underway.
result, premiums and excesses have increased
Tim Denton Non-executive Feb 2016
dramatically.
Farzanah Mall BCom, BAcc, (Hons), CA (SA) Independent non-executive Apr 2022
Kennett Sinclair BAcc, BAcc (Hons), CA (SA), CFA Executive Aug 2019
Nigel Naidoo BCom, BAcc, (Hons), CA (SA) Executive May 2021 3 Loadshedding Loadshedding impacts on our farms being To combat the effects of loadshedding,
Rory Niven BCom: Finance and Business Executive Aug 2019 able to meet its irrigation demands and forces irrigation has been rescheduled to ensure the
us to irrigate during peak periods when the crop demands are met with particular
* Chairman demand and related cost of electricity is high. attention being paid to irrigating off peak
Regular pump breakdowns and power surges where possible. Generators and inverters are
Meetings The committee plays a role in overseeing the result in expensive unbudgeted replacements. used to provide an uninterrupted supply of
identification of risks, ensuring the The requirement for generators and diesel to electricity to the packing facilities, workshops
The committee held two meetings during the development of policies, procedures and power them results in additional cost pressure and offices.
period under review and there was full controls, evaluating risk mitigation strategies, to the group.
attendance at both meetings. promoting effective and efficient risk
management practices and providing
Risk management appropriate advice on risk issues to facilitate 4 Labour and civil Civil unrest and prolonged strikes impact the Beefed up private security at estates to deal
unrest productivity of our farms, ultimately costing the with farm invasions and property destruction
decision-making by the Board.
In keeping in line with its mandate, the Company money. Violent strikes endanger the as a result of civil unrest.
committee reviewed: Effective 1 April 2024, the Audit committee physical safety of employees and result in
damage to company property, plant and Constant engagement and consultation with
assumed all of these roles previously fulfilled
• the risk charter; employees, Unions and Bargaining Councils
by the Risk committee. equipment.
• the risk register where applicable. In all cases, the group
endeavours to abide by prevailing labour
• the risk strategy document; and
legislation and minimum wage requirements.
• committee composition.
5 Community Communal Property Association boards can Ongoing stakeholder management and
partnership have internal rivalry challenges amongst engagement with community, with a strict
community members, which negatively adherence to strong governance principles.
governance
impacts the operational running of these
structures
divisions.
01 02 03 04 05 06
Material risks continued

Human Capital
Committee
No Risk Details Mitigating measures
Role The remuneration philosophy and practices are described in the group’s remuneration policy,
which is reproduced in full on page 55 of this Corporate Governance Report.
6 Challenges of Costs, regulations, logistical challenges and The group appoints a range of consultants, A formal charter, which details statutory and
doing business in other bureaucratic practices in Mozambique, legal and tax advisors to ensure high levels of delegated duties, governs the committee’s The board is committed to diversity on all spheres. Currently the Board consists of 22% female
makes it very difficult from an operational and compliance, and also to engage with activities. The composition and the terms of
Mozambique appointments and 33% of black persons, as defined in the Broad-Based Black Economic
financial perspective to do business. regulatory institutions. reference were considered and approved by Empowerment Act, 2003 as amended from time to time.
the Board in 2023.
The overall objective of the committee, which Composition and proceedings

operates under formal terms of reference The committee operates under a board approved charter which consists of consolidated
7 Operating in Zambia’s recent default on its loan from the Internal hedging of purchasing ZAR and USD
approved by the Board, is to ensure that the objectives to cover the responsibilities of the previous nominations and remuneration
African countries IMF has seen its Kwacha functional currency currency to offset losses due to translation.
Company remunerates Directors, executives, committees. An independent non-executive director chairs the committee, which consists
devalue severely against the ZAR and USD,
with exposure to senior management and all employees fairly exclusively of non-executive Directors, the majority of whom are independent. The Chief
resulting in significant revenue translation
multi-currencies and responsibly, further to ensure that the Executive Officer and Group Human Resources Executive attend the meetings by invitation, but
losses at a ZAR group reporting currency level.
business operates and is led by the correct do not participate in discussions regarding their own remuneration and KPIs. The committee is
people with appropriate knowledge, skills, required to meet at least twice a year.
The 2023/24 financial year has seen a severe
experience and expertise to execute their
weakening of the ZAR against the MZN, whilst
mandate. The continued focus on the
inexplicably, the MZN seems fixed against the
succession plan of the business is one of the
USD. The resultant impact in these Membership
committee’s main focus.
Mozambique operations is a higher translated
Director Qualifications Designation Appointed
value of costs when reporting in ZAR.
Thembi Xaba* MPhil, PhD Independent non-executive Sept 2021
Richard Chance BA LLB, CSEP (Columbia) Independent non-executive Feb 2016

8 KZN property Rising interest rates, a depressed residential The group employs the use of reputable and
Larry Riddle BCom, BAcc (Hons), CA(SA) Independent non-executive Sept 2021
market and commercial property industry, as well as experienced sales and marketing agents,
the 2021 riots and 2022 floods have hurt to assist with land sales as well as residential Gary Vaughan-Smith BSc, MPhil, FIA Non-executive Aug 2020
sentiment for the KZN property market. These units.
challenges hamper the group’s efforts to * Chairperson
unlock commercial land and residential unit
sales at its Renishaw property division, on the Committee activities
South Coast of KwaZulu-Natal.
In keeping in line with its mandate, the committee:
9 Interest rate risk Interest rate hikes increases the borrowing The group structures its debt facilities into a Reviewed and approved: Had oversight over:
cost associated with our term and demand balance of term and demand debt. In certain
debt facilities. Between March 2022 and instances, fixed-rate borrowings are selected, A human capital committee charter salary and wage increase parameters
July 2023, the South African prime lending as opposed to volatile variable rate
Its annual plan bonus parameters
rate has gone up by 400 basis points. instruments.
The remuneration policy salary differentials
10 Foreign South African Rand, Zambian Kwacha or The group has a formal hedging policy and
The Board’s code of conduct retirement funds levels and status
currency Mozambique Metical weakness against the employs the use of forward exchange
US Dollar and Euro, results in an increase cost contracts and other derivatives to hedge
price risk The policy for board nominations senior executive succession planning
of certain types of fertiliser and chemicals that against foreign exchange risk.
are imported. A weak Rand against the The policy for diversity appointments
composition of group subsidiary boards
US Dollar also makes the servicing of our onto the Board
US Dollar term-debt at our Mozambique
director rotation plan
macadamia operation more expensive.
01 02 03 04 05 06
Social and Ethics Agricultural

Committee Report Committee
The Social and Ethics committee is a
Committee activities Codes of best practice Role Composition and proceedings
statutory committee in terms of the
Companies Act. During the period under review, the The group is committed to the principles of The primary objective of the committee is to The Committee consists of four non-executive Directors, one of whom chairs the meetings, the
committee, in line with its corporate integrity, accountability and transparency. assist the Board in discharging its Chief Executive Officer and the Chief Operations Officer. The committee is required to meet four
Role governance responsibilities: The implementation of sound corporate responsibilities in relation to the agronomic times a year.
governance practices has been an integral performance of the Company in achieving
The primary objective of the committee is to • reviewed the committee charter and the Company’s strategy and recommending
assist the Board to fulfil its corporate
part of the group’s business operations for Membership
annual work plan; many years. The board has continued to improvements to agricultural production-
governance responsibilities relating to social related aspects of the strategy. Director Qualifications Designation Appointed
• reviewed the appropriateness of the provide effective leadership based on an
and economic development, good corporate
expertise and experience of committee ethical foundation as articulated in the Code
citizenship, the environment, health and The committee provides advice and Tim Denton* Non-executive Aug 2019
members; of Business Ethics.
public safety, consumer relations, labour and oversight relating to:
Tim Crookes M.Agric.Mgt cum laude Independent non-executive Aug 2019
employment and stakeholder engagement. • updated the social and ethics committee
resource pack; and Assurance • the Company’s operational excellence in
Larry Riddle BCom, BAcc (Hons), CA(SA) Independent non-executive Apr 2019
The committee’s role is to monitor the production of certain agricultural goods
• reviewed and updated the group’s code of Based on the processes in place, and services;
group’s activities with regard to these issues, Thembi Xaba MPhil, PhD Independent non-executive Apr 2020
ethics and professional management assurances obtained and information • sales and marketing of its products to
to draw matters within its mandate to the practices documents reported, it is our opinion that the social and ensure optimal returns; Kennett Sinclair BAcc, BAcc (Hons), CA(SA), CFA Executive Aug 2019
attention of the Board and to report to
ethics committee has executed its duties and • product mix to ensure optimal crop and
shareholders at the Annual General Meeting. The committee continues to monitor Rory Niven BCom: Finance and Business Executive Aug 2019
responsibilities in accordance with the geographic diversification;
compliance with relevant legislation and
requirements of the Companies Act and its • pipeline of projects to ensure the optimal
Composition and regulations as well as with the group’s Code * Chairman
terms of reference. mix of short-, medium- and long-term
of Ethics. In addition, the committee
proceedings returns;
approved the group’s corporate social On behalf of the social and ethics committee Committee activities
• availability of human, energy and water
In terms of the Companies Act Regulations, responsibility policy and CSI budget,
resources;
a social and ethics committee must reviewed the Employment Equity report, In keeping with its mandate, the committee, reviewed its charter had oversight over the Red to
• application of innovative farming practices; Green yield performance improvement project; and crop performance benchmarking and
comprise of not less than three Directors or reviewed the Health and Safety Incident
and divisional sales strategies.
prescribed officers of the Company. The Report, reviewed and considered the group’s
committee consists of one non-executive annual ESG Report, as provided by an • optimal use of available technology.
director, who chairs the meetings, the Chief independent consultant, noted the group’s
Executive Officer and the Chief Financial Talent Management and Employee
Officer. The Chief Operations Officer and Development Reports, and monitored the Richard Chance
Meeting attendance Board Audit Risk HC S&E Agri
Group Human Resources Executive attend employee housing strategy plan. Chairman
meetings by invitation. The committee is
The committee focused on ensuring further Durban
Independent non-executive
required to meet at least once a year.
progress towards compliance with 21 November 2023 RGF Chance Risk and S&E Chair 7/7 2/2 2/2 3/3 2/2
internationally recognised governance TJ Crookes 7/7 2/2 4/4
standards, as embodied in guidelines F Mall Audit Committee Chair 7/7 2/2 2/2 2/2
provided by the International Finance LW Riddle Chairman of the Board 7/7 1/2 2/3 4/4
Corporation (IFC), the International Labour ST Xaba HC Committee Chair 6/7 3/3 3/4
Organisation (ILO) and the Organisation for Non-executive
Economic Co-operation and Development TK Denton Agri Committee Chair 7/7 2/2 4/4
(OECD).
G Vaughan-Smith 7/7 3/3
Executive
Membership N Naidoo Chief Financial Officer 7/7 2/2 2/2
Director Qualifications Designation Appointed KA Sinclair Chief Executive Officer 7/7 2/2 2/2 4/4
Richard Chance* BA LLB, CSEP (Columbia) Independent non-executive Feb 2016

Executive Committee Company Secretary
Farzanah Mall BCom, BAcc, (Hons), CA(SA) Independent non-executive Nov 2022
The executive Directors, together with the Chief The board is guided by a suitably qualified Company Secretary, Highway
Kennett Sinclair BAcc, BAcc (Hons), CA(SA), CFA Executive Aug 2019 Operations Officer and Group Human Resources Corporate Services (Pty) Ltd, whose competence and expertise is regularly
Executive, constitute the executive committee that meet assessed in accordance with the JSE Listings Requirements.
Nigel Naidoo BCom, BAcc, (Hons), CA(SA) Executive May 2021 weekly to discuss current relevant operational issues.
The Company Secretary maintains an arm’s-length relationship with the Board
* Chairman and its Directors and is recognised as the gatekeeper of good governance.
Management Committee The Directors have access to the advice and professional services of the
On a quarterly basis, the full executive management Company Secretary who provides guidance on their responsibilities according
team meets to review operational performance, capital to the prevailing regulatory and statutory environment and the manner in which
programmes, project progress and issues of strategic such responsibilities should be discharged. The Company Secretary is
importance. assessed to be fit, proper and competent to perform their duties.
01 02 03 04 05 06

Remuneration
JSE sponsor Conflicts of interest
report
There are comprehensive management
reporting disciplines in place, which include
Questco Corporate Advisory (Pty) Ltd the preparation of annual budgets by all Directors are obliged to disclose their
provides support to assist compliance with operating and service units. The board shareholdings, additional directorships and
the continuing obligations and other reviews and approves individual and any potential conflicts of interest, direct or
applicable rules and regulations imposed by consolidated operational budgets. indirect, that may arise, at every board
the JSE Listings Requirements. meeting. These are appropriately managed
Management structures report monthly and recorded in a register and in the minutes
Information Technology (IT) results and the financial status of operating of the meeting.
Background Remuneration Policy
statement and
units against approved budgets and prior
The board has assigned the responsibility of years. The board reviews profit projections The group has a formal policy in place
Preamble
monitoring IT governance to the audit
committee and has adopted the practices
and cash flow forecasts, which are updated governing the dissemination of price-sensitive
information. Only the Chairman and the Chief
Remuneration Policy
quarterly. As a listed agricultural Company operating throughout Southern Africa, the Crookes Brothers
under Principle 12 of King IVTM Executive Officer may discuss matters which The objective of the Group’s Remuneration Limited Remuneration Policy needs to be consistent throughout the Group, while at the same
recommendations. Nothing has come to the attention of the may involve price-sensitive information with Management strategy is to facilitate the time taking account of regional and industry norms. This is achieved by offering a combination
Directors to indicate any material breakdown third parties, within appropriately regulated expression of the Group’s value of of fixed and incentive- based remuneration to attract the right mix of expertise and experience
Internal audit in the functioning of internal controls and confidentiality undertakings. outperforming by working smart. to achieve the Group’s objectives.
systems during the year under review. The essence of the Group’s Remuneration
A formal charter approved by the audit Directors and officers of the group who have Management Strategy is to employ the
committee, defines the scope and access to unpublished and price-sensitive
responsibilities of internal audit. The annual
Financial statements necessary skills for the Group to achieve its
information are prohibited from dealing in
strategic objectives and to base Objectives
internal audit plan, approved by the audit The Directors are responsible for the shares of the Company during restricted
remuneration on personal and Group
committee, is risk-based. preparation and integrity of the consolidated periods, covering those immediately prior to The policy has the following key objectives:
performance in accordance with competitive
financial statements and other information the announcement of the interim and final
The department acts as an independent market practices. • To support the Group’s vision of becoming the leader in sustainable agriculture,
presented in the Integrated Report in a results, whilst the Company is under a
appraisal function, which conducts reviews cautionary announcement, as well as at any delivering consistent returns to investors and enabling transformational impact; thereby
manner that fairly presents the state of affairs The application of the Group’s Remuneration
of operations and management procedures. other time the Directors may deem it becoming the risk mitigating Platform Company of choice for investors looking for pure
and results of the operations of the Company Management practices ensures that
It reports findings and recommendations to necessary. sub-Saharan Africa Agriculture exposure.
and the group. performance management remains an
management, the audit committee and the
integral part of remuneration with the aim of • To support the Group’s objective of becoming employer of choice in the agricultural
risk committee. The consolidated financial statements are Directors and the Company Secretary may
attracting, retaining and motivating talented sector, in regions in which it operates.
prepared in accordance with the Companies not deal in the Company’s shares without
The Internal Audit Manager reports people and encouraging superior • To attract and retain people with the right skills, expertise, experience and
Act, No 71 of 2008 (Companies Act), IFRS advising the Chairman in advance and after
administratively to the Chief Financial Officer receiving clearance from him. Officers of the performance. It also forms an integral part of commitment to achieve the required growth and financial performance to realise the
Accounting Standards, the SA financial
and functionally to the Chairperson of the Company may not deal in the Company’s competing to be a preferred employer. Group’s strategic objectives.
reporting requirements and JSE Listings
audit committee to whom he has shares without advising the Chief Executive
Requirements. • To reflect the Group’s culture of equity and fairness, in correlating levels of
unrestricted access. The Board has delegated responsibility for
Officer in advance and after receiving remuneration with individuals’ contribution, roles and responsibilities.
oversight of the Group’s Remuneration
The board also ensures an independent audit clearance from him. Share dealings by
Management Policy and practices to the • To take account of scarce skills and regional variances in order to attract appropriate
Internal controls of the consolidated financial statements by Directors of the Company are notified to the
the external auditors. The board confirms Human Capital Committee as indicated in skills.
JSE for publication via the Stock Exchange
The group maintains internal controls and that the internal accounting control systems the Board Committees section of the
News Services (SENS). • To instill a high performance culture and to encourage working smart behaviour by
systems designed to provide reasonable have adequate verification and maintenance Corporate Governance Report on page 51.
assurance as to the integrity and reliability of rewarding individual and team outperformance.
of accountability for the group’s assets, and
the consolidated financial statements and to Access to information • To enable employees to share in the financial success of the Company.
assure the integrity of the consolidated
safeguard, verify and maintain accountability The group complies with the requirements of
financial statements. There was no major
for its assets. Such controls and systems are the Promotion of Access to Information Act,
breakdown in controls experienced during
based on established policies and 2000. The relevant information is available on
2024 that could undermine the reliability of Remuneration structure
procedures. These are implemented by application from the group head office.
the consolidated financial statements.
trained personnel and are monitored, The remuneration packages offered comprise the following elements, as appropriate for
dependent upon the particular Based on the financial performance of the different job grades:
circumstances, through the: Protection of Personal
Crookes Brothers Limited group, its cash
flow projection to the end of March 2025, Information Act (POPIA) • Fixed remuneration, including base pay and benefits (all permanent staff).
• use by management of internal accounting
secured funding lines, and positive solvency Crookes Brothers Limited and its subsidiaries • Short-term incentive, based on achievement of short-term financial and strategic objectives
control checklists; and liquidity tests, the Directors confirm their recognises that personal information needs to (Paterson bands B2 to F1).
• establishment of defalcation reporting view that the group will remain operational be protected. As a collective, the Board,
• Long-term incentive, comprising Deferred Bonus Shares, based on achievement of long-term
procedures; for the foreseeable future. The consolidated Chief Executive Officer, executive financial and strategic objectives, to reward senior executives for increasing returns to
financial statements were consequently management, senior management and
• functions of the internal audit department; shareholders (Paterson D, E and F bands).
prepared on a going concern basis. employees are committed to the
and
implementation of a framework that supports
• use of suitably qualified external assurance
the rights afforded to data subjects by
services to conduct independent quality
POPIA.
reviews of the scope and approach of the
group’s internal audit function.
01 02 03 04 05 06
Remuneration report continued
Governance
Performance Bonus Policy
These deferred bonus awards are fully
Fixed (guaranteed) remuneration subject to performance when the annual
The Human Capital Committee meets
bonus is determined for the year, and the All employees occupying positions Paterson grade B1 and above, qualify for a performance-
The following basic structure applies in terms of fixed remuneration: applicable targets for the short-term incentive bi-annually to consider strategic and policy
based incentive bonus.
are disclosed in detail in the Implementation issues, review remuneration of Non-executive
• All permanent positions are defined by a job description and are allocated a Paterson Directors, approve salary increases for
Report. The quantum of the bonus typically ranges from 15% to 60% of total cost-to-Company (TCTC),
grading according to the job description. executives and senior management, approve
based on grade. The performance of each eligible employee is evaluated in terms of a
• Seasonal jobs (e.g. picking fruit and cutting cane) are remunerated purely on a task Deferred bonuses may be settled by: the performance bonus and approve the
“balanced scorecard”.
basis. • issuing shares; granting of share options.
• using treasury shares; or • For senior executives, Paterson grade D4 and above, production/profit targets constitute
• Salary bands generally ranging from 80% to 120% of a median are defined for each The Board, in consultation with the Human
• purchasing shares in the market. 30% of the scorecard, subjective competency and strategic targets constitute the remaining
Paterson grading. Capital Committee, may amend the
70%.
• The salary bands are adjusted periodically using the results of appropriate external Remuneration Policy from time to time to
If shares are issued to participants, or if • For employees Paterson grade C3 to D3, production/profit targets constitute 40% of the
salary surveys. comply with applicable legislation and/or
treasury shares are used to settle a deferred scorecard, subjective competency targets constitute 40% and strategic targets constitute
industry best practice, or as circumstances
• An employee’s position within a salary band depends on his or her performance, skills, bonus, no more than 763 200 shares, being the remaining 20%.
may require.
experience, commitment and years of service, as well as the scarcity of skills in the approximately 5% (five percent) of the
• For employees Paterson grade B1 to C2, competency-based targets constitute 80% of the
relevant job category. Company’s authorised shares, can be used The Human Capital Committee comprises scorecard and tactical objectives constitute the remaining 20%.
in settlement of deferred bonuses under the four Non-executive Directors and is chaired
• Remuneration for employees in the B band and above is defined as a “total- cost-to-
Scheme. A maximum of 152 640 shares, by an independent Non-executive Director. The total bonus payable to each eligible employee is adjusted in accordance with a Group
Company package”.
being approximately 1% (one percent) of the The Chief Executive Officer attends the profitability target, based on headline earnings on capital employed, set annually by the Human
• Annual increases are awarded to take account individual performance of the impact of Company’s authorised shares applies to Capital Committee, the adjustment being in the ratio of achieved headline earnings to target
meetings by invitation and assists the
inflation on the cost of living, and also to adjust employees’ relative salaries within a each individual participant. headline earnings.
Committee in its deliberations except when
salary band.
issues relating to his own remuneration or
Participants will enjoy all shareholder rights, No bonuses are paid if the achieved headline earnings is less than 70% of the target headline
• Apart from annual increases, increases are also granted for promotions when these performance are discussed. No Executive
occur, or as special adjustments to take account of the factors listed above. including dividends and voting rights from earnings.
Directors are involved in determining their
the bonus date. However, the deferred
own remuneration.
bonus shares will be held by an escrow The Board has the discretion to amend or cancel the payment of the performance- based
Short-term incentive Long-term incentive agent until the vesting date. The deferred incentives to all or individual employees.
bonus shares will be restricted, and are Non-executive Directors’
Performance-based incentive pay is offered The long-term incentive scheme is designed
forfeitable in the case of termination of remuneration
to employees ranked Paterson grade B2 and to retain key employees and senior
employment and in the case that any
above. executives in the medium to long term, to The remuneration of Non-executive Directors,
applicable performance conditions are not
focus their attention on long-term strategic including that for participation on Board
Performance is evaluated annually after met.
imperatives and to ensure sustainable future Committees, is reviewed annually in terms of
year-end and bonuses awarded accordingly. growth of the Group. market standards. Fees are recommended
In the case of termination of employment
due to resignation, retirement before normal by the Board and approved by the
Performance reviews performed for all This scheme is governed by a detailed policy shareholders at Annual General Meetings.
qualifying employees ensure that problem retirement age or dismissal for disciplinary
which is also updated as required by the
areas are addressed, that a transparent reasons, all unvested awards will be forfeited.
Human Capital Committee. Non-executive Directors are compensated
process is maintained and appropriate based on the responsibilities allocated to
In the case of death, retirement at normal
development plans are put in place. The Crookes Brothers Deferred Bonus them and their overall contribution and input
retirement age, injury, ill-health, disability or
Scheme provides for a portion of an to the Company, not just for attendance at
Performance is rated according to a dismissal for operational reasons, unvested
employee’s bonus to be settled in deferred meetings. On this basis, Non-executive
balanced scorecard which takes into awards will vest early, but will be pro-rated to
bonus shares. Directors receive an annual fee, payable
account individual, divisional and Company take account of (i) the time served over the
vesting period; and (ii) any applicable quarterly in arrears, for their services on the
performance, with a mix of subjective and Performance measures under the Scheme Board and Board Committees.
objective measures, as well as each are generally assessed on grant when the performance conditions. Similarly, in the case
individual’s achievement of specific objectives annual bonus is awarded, but in some of change of control, a time-pro-rated portion
There are no contractual arrangements for
and personal development targets. cases, performance conditions will be of unvested awards will vest, also subject to
compensation for the loss of office for any
assessed over the prospective vesting any applicable performance conditions.
Directors. Non-executive Directors do not
The performance ratings of employees period. Awards of deferred bonus shares receive short-term incentives nor do they
ranked D4 and below are reviewed by the In the case of variance in share capital,
generally start vesting after 3 (three) years participate in the Company’s long-term
Executive Committee and those for adjustments may be made to place
subject to continued employment and any incentive scheme.
executives by the Human Capital Committee participants in no worse a position than they
applicable further performance conditions,
of the Board to ensure that the ratings are were prior to the occurrence of the relevant
which incentivises decision-making that Over and above their remuneration as
equitable and consistent. event.
promotes long-term sustainability. Ad hoc members of the Board and its various
deferred bonus shares may be awarded from Awards are subject to malus and clawback committees, Non-executive Directors are
A detailed performance bonus policy outlines compensated at market-related rates for
time to time to address specific remuneration conditions, in line with emerging best
the philosophy and process in detail. undertaking consulting work for the
requirements, but the primary intention is to practice.
use the bonus deferral method, with annual Company.
The policy is updated by the Human Capital
Committee on a regular basis to meet the performance delivered in the year to
needs of the Group and to maintain determine the quantum of the award.
alignment with industry best practice.
01 02 03 04 05 06
Implementation report
Group performance against KPIs
2023/24 2024/25
Parameter Measure Target Actual Target
Financial
Profitability
Headline earnings R million 15.88 51.05 54.33
Cash flow
Group free cash flow R million 43.50 102.93 30.64
Sales
Renishaw Coastal Precinct Land Sales R million 35.00 28.50 30.00
Production Yield
Sugar Cane 000 tonnes 597.71 552.35 584.91
Macadamia Nuts – Current year’s harvest tonnes DNIS @7.5% moisture 1 200.00 1 054.00 1 250.00
Bananas tonnes 26 468.05 23 631.87 27 024.22
Quality
Sugar Cane RV/Suc/ERC % 13.23 13.33 13.29
Macadamia Nuts – Previous year’s harvest USK % 2.00 1.73 2.00
Bananas Class 1% 62.34 60.60 62.40
Performance against peers
Yield per ha harvested % of Farming Operations in Top 3rd 63 56 63
01 02 03 04 05 06
Directors’ fees and remuneration The Crookes Brothers Share Option Scheme
Executive Directors and Prescribed Officers The option scheme has been discontinued, however, there are unexpired share options that were previously granted to current Executive
Directors and Management.
Executive Directors and Prescribed Officers are remunerated in accordance with the remuneration policy.
The following table summarises the movements in the Share Option Scheme during the year:
Below is a table which sets out fees paid to Executive Directors and Prescribed Officers for the past two years.
Share options granted and unexpired as at 31 March 2024
Retirement Share Options Options Options
and medical based Other as at granted Weighted forfeited Options Exercise Options as at
Salary Bonus contributions payments benefits Total 31 March during the average option during the exercised price 31 March
Company R’000 R’000 R’000 R’000 R’000 R’000 2023 year price (cents) year during the year (cents) 2024
Executive directors
Year to 31 March 2024 KA Sinclair 35 000 – 4 471 – – – 35 000
KA Sinclair 3 746 – 579 187 133 4 645 Management 157 000 – 6 197 (29 000) – – 128 000
N Naidoo 2 463 – 374 55 71 2 963 Total 192 000 – 5 826 (29 000) – – 163 000
RF Niven(1) 2 779 – 393 46 97 3 315
MC Khuzwayo(1)(2) 2 101 – 288 208 1 705 4 302
The Crookes Brothers Deferred Bonus Scheme
LA Pretorius(1) 1 945 – 283 6 63 2 297
The following table summarises the movements in the Deferred Bonus Scheme during the year.
13 034 – 1 917 502 2 069 17 522
Number of
Year to 31 March 2023 Number of Number of forfeitable Total
KA Sinclair 3 541 – 549 – 117 4 207 Award Vesting shares Price1 forfeitable shares forfeitable
date date awarded (cents) shares vested forfeited shares2
N Naidoo 2 204 – 340 – 73 2 617
RF Niven(1) 2 629 – 371 – 85 3 085
Award date
MC Khuzwayo(1) 2 314 – 366 – 74 2 754
19 October 2020 2020 October 2023 74 910 4 360 (27 495) (6 361) 41 054
LA Pretorius(1) 1 813 – 263 – 54 2 130 15 July 2021 2021 July 2024 100 269 4 420 (8 013) (16 902) 75 354
17 August 2022 2022 August 2025 20 000 4 034 – – 20 000
12 501 – 1 889 – 403 14 793
21 June 2023 2023 June 2026 20 000 3 188 – – 20 000
(1)
Prescribed officer.
215 179 (35 508) (23 263) 156 408
(2)
Departed 31 December 2023.
(1)
The price reflects the market price on the date of the awards.
Non-executive Directors (2)
At 31 March 2024, the fair value of these shares based on a closing share price of R27.99 was R4.4 million.
Non-executive Directors do not have employment contracts with the Company and are paid for their services as both Directors and Board Repurchased shares are held as treasury shares as required by the JSE Listings Requirements.
appointed committee members and in accordance with the Group’s remuneration policy.
The table below shows the executive participants in the scheme.
Fees for Non-executive Directors are recommended by the Human Capital Committee, endorsed by the Board and approved by shareholders at
the next Annual General Meeting. Deferred bonus shares granted and unforfeited as at 31 March 2024
Shares Shares Shares
Full details of the proposed Non-executive Directors’ fees for the year ending 31 March 2025 are detailed in the Directors’ Report in the Annual
Shares as at granted Weighted vested forfeited Shares as at
Financial Statements. The Board endorsed the Human Capital Committee’s recommendation to increase the Directors’ fees by 6% for the year
31 March during the average grant during the during the 31 March
ending 31 March 2025. 2023 year price (cents) year year 2024
Non-executive Directors’ fees for the year ended 31 March 2024 amounted to R2.82 million (2023: R2.81 million) and are detailed as follows:
Executive directors
Directors’ fees Committee fees KA Sinclair 63 802 20 000 3 188 (6 666) – 77 136
N Naidoo 10 137 – – (1 961) – 8 176
2024 2023 2024 2023 Management 114 348 – – (26 881) (16 371) 71 096
Company R’000 R’000 R’000 R’000
Total 188 287 20 000 (35 508) (16 371) 156 408
Non-executive Directors
implantation of these policies expressed in and reasonable objections which may include
LW Riddle (Chairperson) 554 554 122 122 Endorsement of the
the implementation report. This vote is of an amending the remuneration policy, or clarifying
RGF Chance 249 249 188 188 Remuneration Policy and
advisory nature only and failure to pass this or adjusting remuneration governance and/or
Implementation report by way
TJ Crookes 249 249 67 67 resolution will therefore not have any legal processes. Dissenting shareholders will be
of a non-binding advisory vote
TK Denton 249 249 83 83 consequences on the existing remuneration invited to engage with the Company and to
F Mall 249 249 199 186 The King IV Report on Corporate Governance arrangements. communicate their concerns to the Company
G Vaughan-Smith 249 249 33 33 for South Africa 2016 (King IV) recommends, Secretary by no later than 20 business days
and the JSE Limited Listings Requirements The Board undertakes to engage with after the Annual General Meeting.
ST Xaba 249 249 83 83 dissenting shareholders in good faith in
(Listings Requirements) require, that the
2 048 2 048 775 762 remuneration policy and implementation the event that a vote of 25% or more is The Board will take the outcome of the vote,
report of a company be tabled for a non- recorded against the remuneration policy and any subsequent engagement with
binding advisory vote by shareholders at and implementation report, to ascertain with dissenting shareholders, into consideration
each Annual General Meeting. This enables best reasonable effort the reasons for the when considering amendments to the
shareholders to express their views on the dissenting votes, and to address legitimate Company’s Remuneration Policy.
remuneration policies adopted as well as the
04
01
01 02
02 03
03 04
04 05
05 06
06
about us
governance our
summary consolidated shareholder information
shareholder information
environment
statements
Our
performance
Strategic performance 64
Operational performance 72
Financial performance 80
Five-year financial review 84

Crookes Brothers is already seen by investors as a
Performing sustainably 88
platform Company, with the proven ability to consolidate
farming operations across regions in southern Africa.
As an agri-business, Crookes Brothers has a multi-skilled
support base together with an owner-driven culture at
estate level and management reward systems that are
well-aligned to performance goals.
01 02 03 04 05 06
Strategic performance
2. 3.
The installation of these bulk services is
expected to be completed during the
2024/25 financial year and the cost of
these bulk services is expected to be
Operate and acquire Only use debt where
approximately R14m, which we anticipate the best farms in the obligations can be
funding with a bridging loan from a best areas where we serviced with
can retain the best production cash flows
financial institution.
Furthermore, during the year Renprop signed management The group remains committed to ensuring
memoranda of understanding for the sale of
that the periodicity of any external funding
the designated school site to a school group A strategic review of the performance of all
matches the associated cash flows from
Our Vision is to be a leader in sustainable agriculture, as well as for a hotel site with a prominent
hotel group. The negotiations with these
the divisions of the group indicated that the
Deciduous Division had underperformed over assets financed.
delivering consistent returns to investors and interested parties are ongoing. a substantial period of time and
At a CBL Group level, the R83m RMB
consequently this division was sold during
enabling transformational impact. Our vision is The board believes that the signed sale the financial year under review. The R200m
Demand Facility and the R40m RMB
Bridging Facility was repaid in December
reflected in the four strategic pillars: agreement for the shopping centre and proceeds from the sale, together with R95m
2023 following receipt of the proceeds from
petrol station as well as the positive progress in proceeds from the 2023 deciduous
the Deciduous sale. At the time of writing this
that is being made towards the sale of the harvest, were used to reduce debt and
Pillar One
report, CBL had R82.4m in cash and cash
school and hotel sites, is evidence of the support other areas of the business that
equivalents at a Group Level (excluding cash
significant value that is being created and
1.
is expected to generate higher returns
held at Mawecro and Libcro).
unlocked at the Renishaw Coastal Precinct. for shareholders.
Develop our In our farming operations, we managed to In our Macadamia Nut operation, the 2024
A newly committed R50m Demand Facility
and R30m Seasonal Facility from RMB
Be a top-third properties to their
increase our aggregated sugar cane
plantings on our estates by 347 ha or
season yields saw a major improvement
(67%) on the yields of 2023, and for the first
remain undrawn at a CBL Group level as at
farmer through utmost potential 5.9% during the 2023/24 financial year. time ever we reached the 1 000 tonne
the date of this report. In addition, the R20m
balance of the R40m Term Facility from FNB
sustainable This increase in area under crop coincided Dry-Nut-In-Shell (DNIS) production mark.
eSwatini, to fund the banana expansion and
practices
At the Renishaw Coastal Precinct, we are well with the generally high sugar prices There was a welcome recovery in price,
the solar projects on our eSwatini estate, is
very pleased to report that sales agreements experienced in all the regions in which particularly in the previously lucrative DNIS
available if and when required.
have been concluded, after year-end, we operate. market, but our quality, something that we
between Renprop and: pride ourselves on, was below expectations Refinancing options available to the
Using the long-term bank funding secured during the 2024 harvest. The Macadamia
• The Cubisol Property Fund (the owners Renprop business are currently being
during 2022, a further 17 ha of bananas Nut operation remains challenging in the
of the Scottburgh Mall) for the shopping evaluated following the recent signing of
were planted at our eSwatini Estate during current marketing environment and this
centre site of 30 682m2 to the value property sale agreements for key sites
the year. This brings the total area under division continues to receive the Group’s full
of R22.5m, within the Renishaw Coastal Precinct.
bananas at our eSwatini Estate to 96 ha. attention, particularly in the areas of quality The construction of Phase 3B
• Hampsons Auto (the owners of the BP To accommodate our increasing banana and marketing. (16 apartments) at Renishaw Hills is
Petrol Station and the Isuzu and Suzuki crop, which reached the equivalent of
planned for 2024/25 and funding
Dealership in Scottburgh) for the petrol 236 000 cartons of 18kg during the Despite the sale of the Deciduous Division,
negotiations for this phase is at an
station site of 6 353m2 to the value 2023/24 year, we continued to upgrade the business still owns a portfolio of excellent
advanced stage.
of R6m. our packhouse on the eSwatini Estate by farms within excellent crop-specific growing
spending R4m on improvements during the areas. We still have the ambition to continue Alternative sources of funding for Mawecro
The implementation of the bulk services to
year. Our total investment to establish this our drive towards further growth within our and Libcro for R15m and R25m respectively
these sites must now follow prior to the
Banana operation over the past three years core competencies when the cash flows have been secured, resulting in these joint
registration of the separate sub-divisions and
“To make a meaningful contribution to the transfer to the new owners with the
amounts to R20m and generated a
R8m operating profit on this investment
generated from the business will allow,
considering the funding requirements of our
ventures being completely non-reliant on
CBL for their future seasonal funding
resultant receipt of the R28.5m proceeds by
the challenge of food security by being Renprop. The bulk services include the
in the third season of operations. current growth investments, Murrimo requirements. At the time of writing this
Macadamia and our Property Division.
a leader in sustainable production and installation of a 1km overhead electricity line
plus the construction of an electricity
In Mozambique, at Quinta Bela Da Vista
report, Mawecro and Libcro held R37.8m
and R5.1m respectively in cash and cash
business best practice that our
the expansion of our banana operations
substation, the construction of a wastewater equivalents.
continued with a 49 ha expansion from
employees and partners are proud of.”
treatment plant, 50m of road, a roundabout
the 222 ha in March 2023 to the farm’s MML has reached agreement and terms with
and bell-mouths to the boundaries of the
full capacity of 271 ha during the 2023/24 AgDevCo to a temporary waiver in relation to
sites, and upgrades to the existing water
financial year. At Murrimo Macadamia, the MML financial debt covenants until
treatment works.
no further expansion of our Macadamia 31 December 2024. Our model indicates
estate will be undertaken until the estate that MML should be in a position to remedy
generates substantial free cash flows which the breach in the 2025/26 financial year.
will enable the estate to finance any future
expansions from internal cash resources.
01 02 03 04 05 06
Strategic performance continued
Pillar Two
1. C A PITA L A LLOC A TION
NET OF DEBT (% )
3.
Offer industry- Maintain geographic dispersion Diversify into more high-value crops
leading risk- to mitigate environmental and
BY SEGMENT
adjusted returns political risks

Our diversification strategy has the purpose of lessening the impact on our business of the
inevitable ‘ebbs and flows’ inherent to agricultural crop production. Our strategy for crop
to shareholders The business owns a portfolio of excellent farms within a good mix
diversification remains the strive to attain a spread of solid crops that we can farm through the
ups and downs.
of sub-tropical and temperate climatic conditions.
The Board of Directors of the Company has recognised the need 2024 During the past year the Board reviewed how effective our business’s portfolio of crops was at
reducing risk and smoothing returns. It was concluded that the deciduous operation’s
to establish a portfolio of investments where each current, as well
contribution to risk reduction and return enhancement did not justify the large capital allocation
as future, investment is given a risk rating, considering country risk
that the business had contributed to this division. The decision was taken to dispose of this
as a risk factor, and a required return commensurate with that risk
part of our portfolio and use a portion of the sale proceeds to reduce short term debt and to
rating. At a Group level the aim is to provide shareholders with a
deploy some of the remaining funds into better performing parts of our portfolio.
blended portfolio return that aims to beat South African Inflation by
6% per year over time. ■ Sugar Cane 49% We will only continue our drive towards further diversification and growth when the cash flows
■ Macadamia Nuts 26% generated from the operations of our current growth investments, Murrimo Macadamia and our
2. ■ Property 14% Property Division, improve to a level where we feel comfortable that that they will no longer
■ Bananas 12% require subsidisation by the other segments of our business.
Add value through partnerships
in the value chain BY ESTATE
Even though we exited from the Deciduous Division during the year, with the three different
crops we now produce, together with our Property Division’s prospects that are uncorrelated
“Become a leader in food Through our direct shareholding of 32.2% in Lebombo Growers with agriculture, we are comfortable with the progress being made in the implementation of our
production in Southern Africa we have successfully vertically integrated up the value chain in our
banana operations. Lebombo Growers and its subsidiary,
strategy of diversifying towards a portfolio that has a more balanced risk exposure.
that investors seek for inflation Lebombo Cape Properties, are invested, amongst other things, in
beating real returns over the

blue berry production and Lebombo Cape Properties owns fruit O P ER ATIN G P R O FITS B EFO R E U N ALLO CATE D OVE RHE A DS
and vegetable processing facilities with a large blue berry section. 2024 (R m/ ton)
long-term.” The strategy that Lebombo Cape Properties continues to
implement is one of growing its presence further up the value
400 000
chain closer to the consumer by processing and marketing various 350 000
fruit products under their own, recently established brands as well 300 000
as white labelling packing fruit and vegetables for the major South
250 000
African retailers.
■ Mozambique – Zambezia 26% 200 000
For the first time, this year in Eswatini we managed the marketing ■ eSwatini 35%
of our bananas in-house. This was agreed with our marketing ■ KwaZulu-Natal 14% 150 000
partners, Lebombo Growers, as the banana operation in Eswatini ■ Mpumalanga 15% 100 000
was logistically awkward to fit into Lebombo Growers’ current ■ Zambia 8%
■ Mozambique 50 000
logistical system. We agreed to review this decision again when 2%
the operation matures. Marketing our bananas under our own – Maputo Province 0
brand, Big Bend Bananas, was a positive experience and we -50 000
managed to move all the product very competitively.
BY COUNTRY 2024 (Actual) 2027 (Projected)
To achieve further vertical integration will necessitate future Sugar Cane Macadamia Nuts Bananas Property Development
investments into the Macadamia nut processing and marketing
value chain.
2024
■ South Africa 29%

■ Mozambique 28%
■ eSwatini 35%
■ Zambia 8%
01 02 03 04 05 06
Pillar Three
2.
Produce and Continuous
supply superior improvement of
quality products whether it is for other non-production
platform company purposes such as being operations through
Mawecro, the largest estate within the Group
and the largest consumer of electricity, has
profitably listed, ESG, Risk Management, Governance, applying available received four proposals for a solar solution
etc., was completed during the prior year.
technology in for their largest pump station, the Biltong
Pump Station, ranging from 720 kWp to
The process revealed that, relative to our precision farming and 1.5 MWp in size. The proposals are being
peers who are more focused on one single
crop, with whom we get compared in all
automation and evaluated by the Mawecro Board and
benchmarking exercises, we are retaining improving productivity funding options for this project are currently
being considered.
platform functionality which comes with a
cost, without us currently having the requisite
in the workforce
At our eSwatini Estate, the second largest
scale and access to capital of the platform In an effort to streamline the business’s consumer of electricity in the Group, we are
company we aspire to be. Most of our administration and improve efficiencies taking part in the Eswatini Energy
agricultural peers don’t have platform across our agricultural businesses, we are Commission’s Pilot Solar Energy Project
functionality costs such as the cost of being still researching initiatives such as an Rollout Plan, which is assessing the viability
listed, JV Costs, ESG and other non- electronic time keeping system and an of private solar installations feeding excess
essential governance costs, nor the cost of electronic fuel and vehicle management electricity generated back into the Eswatini
being diversified across countries, and hence system. The associated savings in grid. We recently received “Exemption from
have leaner operations than CBL. This efficiencies is expected to pay for these the obligation to hold a license to generate
“Produce and supply superior quality exercise was instrumental in the formulation systems over time. electricity” from Eswatini Energy Regulatory
products that purchasers select for by the Management Team of an action plan
to reduce overheads across the Group.
At both Murrimo Macadamia and our
Authority. This is an important step towards
being able to supply the excess energy
their customers and their customers Unfortunately, significant cost savings at
Eswatini estate we changed our internet
suppliers to Starlink Business for improved
produced by our 1.4 MWp solar system
recommend to family and friends.”

back into the grid.
Head Office could not be achieved without a connectivity at a significantly reduced cost.
reduction in head count and a retrenchment
During the year the formal SMART efficiency
process was embarked upon during
program continued. This program targeted
December 2023. The retrenchment process,
man-days as a measurement of labour
combined with retirements over the short
efficiency and budgeted diesel usage versus
term, will lead to a 32% (11 people)
actuals for movable asset efficiency (through
reduction in Head Office staff numbers and a
machinery hours and kilometre readings).
26% (R9.3m) reduction in annual Head Office
1. salaries.
The Group reduced man-days by 8.9% after
stripping out the variable man-days
Consolidate farming The Group’s scale gives it the ability to afford

a modest head office function which provides
Any further reduction of Head Office costs
will only be possible with a significant
associated with harvesting and packing.
Kilometre reading reductions amounted to
units to extract the various levels of support to the farms. This reduction in functionality and/or governance. 4.3%, but machinery hours measured an
synergistic and scale approach necessitates the involvement of a A reduction in functionality and governance overrun of 1.6% due to generators working
benefits associated flexible and multi-disciplinary corporate head could be achieved through a delisting. overtime during loadshedding and roads/
office which employs a hybrid top-down, gravel & grader work after Cyclone Freddy.
with being part of a bottom-up approach to centralisation/ It must be noted that R36m of the R60m
large business Reported Consolidated Group Head Office The high cost of electricity and the impact of
decentralisation and which rapidly responds
Overheads is allocated directly to loadshedding on agriculture operations are
to the needs of each production silo.
The Group has been successfully subsidiaries and associated companies for major challenges that are currently being
consolidating at farming level. As a result, The platform approach allows the business expenses incurred by Head Office on behalf addressed. Smart interventions such as
the Group is already seen by investors as a to be scalable and thus, with the requisite of these operating areas of the business. The using energy efficient technologies,
platform company, with the proven ability to investment capital, to be able to add new total Unallocated Group Head Office upgrading equipment, and installing or
consolidate farming operations across operations without adding significant Overheads before tax for the year was expanding solar generation have been
regions in Southern Africa. In addition, the additional management costs. R24m, which is a reasonable number identified and implementing these will reduce
Group already has the scale to attract skilled compared to our peers. Furthermore, the tax electricity consumption and costs.
employees, to automate some of its The process of classifying each Group shield on this amount was R7m, bringing the
operations and to practice precision farming. expense according to its relation to Unallocated Group Head Office Overheads
generating or supporting production or after tax – the real cost of having a Head
Office – to R17m.
01 02 03 04 05 06
Pillar Four
2. 3.
ESG touches almost every facet of our
business, and it is driven by the numerous
Do what is right, Take ESG
international institutions, organisations,
Grow our
not just what is
associations, conventions and corporations
seriously that propose various forms of Codes of people
profitable Practice, lists of Principles, Standards,
In line with our goal to reduce our ecological Guidelines, Values, Declarations and Articles. We continue to focus on the well-being of employees and our communities by promoting fair
footprint by using renewable energy sources, The Group’s ESG performance is assessed labour practices, ensuring safe working conditions, providing equal opportunities for all
implementing energy-efficient technologies, annually by external consultants for inclusion employees, and supporting social initiatives.
and reducing water consumption, where into the Silverlands Funds Annual Impact and
possible, we have placed during the year, Unfortunately, during the year due to the implementation of financial austerity measures in order
ESG Report produced by the Group’s largest
and post year-end we are still placing, to reduce overheads, all senior training and development initiatives were postponed.
shareholder, SilverStreet Capital. In compiling
a major focus on our water use. Our aim is this report, the consultants consider the UN
On our journey to greatness, we continue to move the Group towards a high- performance
not to use less water per hectare per se, Sustainable Development Goals (SDGs), the
culture by focusing working smart and embracing a culture of continuous improvement and
but it is to give the plants just what they International Finance Corporation (IFC)
discipline. When we emerge from this period of austerity on our journey to greatness, we will
need when they need it and keep the Performance Standards, the UN Global
re-ignite our focus on training and development of staff, by resuming some of our high-profile
“waste” to a minimum. This strategy has Compact and the UN Principles of
training projects such as the Diamond Project.
many facets but includes improving pump Responsible Investment (UNPRI).
efficiencies, reducing bulk water- and in-field
“To make a significant impact on the

leakages, reducing runoff and leaching, Some areas that fall within ESG are also
and curtailing overwatering. subject to audit through various means
growth, development and transformation Electricity and water usage go hand in hand.
and organisations. Unlike Global Gap,
Susfarms and other Certification processes
of our economy and society by Reducing water wastage and improving that use consistent measuring systems to
water use efficiency will lead to savings in
developing our people, embracing new electricity costs. However, reducing electricity
attain a certain standard, ESG is measured
in a more fluid manner. This allows for a
technology, conserving our environment cost beyond that remains an on-going
challenge as the systems that we have were
thorough, non-blinkered, overall assessment
but some fluctuations in yearly results where
and helping improve lives in the installed when electricity was bountiful, new items are included, or some completed
communities in which we operate.”

consistent, and cheap. Systems were items are removed.
designed around a 24/7 scheduling routine
to reduce the size and cost of the reticulation The 2023 Greenhouse Gas data collection
infrastructure. The plant and soil requirements and analysis has been completed, and there
have not changed but the cost and power were no major shifts from the previous year.
supply consistency have. These changes are The sticky issues, that we have difficulty
forcing us to analyse our irrigation methods addressing, remain the electricity in South
1. and procedures in order to find ways to

change, upgrade and tweak these to achieve
Africa that is generated primarily by coal
burning power plants, our sugar cane
Expand existing
The success of these partnerships is a better, more cost-effective schedule. operations’ nitrogen requirements in order to
testimony to our commitment, and we plan The best way to reduce electricity get the requisite yields in a normal cycle time
community to expand our reach in this arena. In addition consumption is to reduce the water and the requirement by our millers for us to
partnerships to providing a monthly average of 898 job
opportunities in our joint ventures, the Group
requirement by being efficient when
giving the fields what they need.
burn our cane trash prior to harvest.
As part of the sale of the Deciduous Division, assisted with skills development and general As a whole the Group performs well in the
we exited our investment in Bellcro during welfare in these communities. The Group’s ESG arena. This is largely due to a principled
the year. We now actively participate in CSI spend in these communities amounted approach to business being intrinsic to the
two thriving community joint ventures which to R518 253 for the year. Crookes Brothers DNA. The results of each
together comprise 2 981 ha under irrigated estate’s ESG progress is reflected accurately
sugar cane and 509 ha of bananas. The impact of our joint venture model is in the annual SilverStreet Capital ESG
In 2023/24, R42m was distributed to the evident, and we see that this model will Review. We are proud of our excellent ESG
2 110 households of our community partners continue to play a vital role in ensuring the performance and the consistent good
through lease fees, director fees and longevity of our business. During the year we feedback we get from the consultants and
dividends, making a substantial impact continued to invest significant time and effort SilverStreet Capital.
on the quality of living for our partners. into our relationships with our landlords and
partners at our Joint Ventures. As a result,
the relationship with the respective
leaderships of the Mawewe Community
Property Association and the Libuyile
Community Trust has never been better.
01 02 03 04 05 06
Operational
performance Sugar Cane
Yield
TOTA L TONS C A NE HA RV ESTED 2020 – 20 25 (est . )
250 000
Sugar cane yield was a mixed bag. In areas
not directly impacted by the torrential rainfall 200 000
of Cyclone Freddy we had record tonnages.
Zambia stood out and the dryland farms on
150 000
the South Coast. Unfortunately, the bulk of
our cane is in the Lowveld and ended up a
100 000
total of 10% below budget. Eswatini as an
Primary agriculture is about positioning oneself in the estate was our poorest performer. By Q2
we saw this coming and adjusted our 500 000
sweet spot where yield, quality, cost of production and forecasts to be more in line with the revised
crop estimates. The mill on average was
a market for your product symmetrically intersect. 10% below its official crop estimate.
0
Malelane CPL Mawecro Libcro Zambia Renishaw
We believe there is room to improve here.
We held a technical Cane Indaba in Eswatini
Yield After the very tough 2022/23 a large Across all divisions and have some plans to remedy this Markets
portion of last year was making and element. These plans have a wide range in
executing impactful decisions that Costs scope and include incremental changes in Sugar prices remained strong across all regions for the entire year. We did not experience the
would better position the group our management practices, more aggressive large positive movement from start to end of the year as we did in 2022/23 but these are good
A common theme extends across all three prices and provide a suitable balance to this part of the sustainable Venn balance. We are a net
towards this sweet spot. These re-plant programs and increased
divisions and the commentary on cost supplier to the mills and the prices received are uniform and regulated. We will not see the same
elements need to be balanced and maintenance capital expenditure to ensure
applies to all those core crops. A big effort
Quality Costs each division needs its own areas of
was made to contain costs. We looked at better efficiencies. It is this element of the for the coming season. The world sugar price is off its highs and some favourable growing
focus to get this balance right. Venn diagram that needs attention. conditions in Brazil will result in capping the current good prices. The fundamentals are largely
everything. The operational standards, the in place for this current buoyant price point to remain fairly firm but will not improve year on year
The tough calls were made. This included units, the overhead, the systems and the this coming season. The only other cloud in this horizon is pressure on the Zambian Kwacha
support structures. We assessed our capex Quality
the selling of one whole division. against the Rand as the Zambian ERC price is a Kwacha denominated price. This fell away
The reduction in certain non-production policies and practices for both re-plants and This is on par for the year. Ripening where last year but has made some recovery and should remain stable for the remainder of this year.
Price functionality. Assessments and improvements replacement expenditure. Nothing was possible and good drying down management
in efficiencies. All but essential capex was spared scrutiny. We introduced efficiency and keeping ahead of cane delivery Financial year 2021 2022 2023 2024 2025(B)
curtailed and markets squeezed to try to targets through SMART programs which schedules resulted in good cane quality
measure performance in actual units rather RSA RV/ton 5 030 5 334 5 435 7 430 7 470
maximise revenues without affecting the performance. The mills receiving cane from
core integrity of the assets and their than Rands. We reduced certain functionality Libcro and Bar – J Ranch eSwatini might Swaziland sucrose/ton 4 128 4 509 5 107 6 298 6 420
productive ability. This resulted in a leaner and finally re-calibrated our detailed argue that too many rocks made their way
procurement processors. The year-on-year Zambia ERC/ton 4 388 5 085 6 925 7 339 6 923
and more resilient profile with agricultural into the mill. This is an on-going battle with
commercialization at its core. Let us now cost increases were contained, overheads certain fields where we remove stones and Local Sugar Prices – 5-Year History
consider the different elements of the reduced and the only variances that were rocks that seem to grow back every year as
‘sweet spot” Venn diagram that significantly negative from the budgets were fast as they are removed. We know the fields
the maintenance of irrigation infrastructure, Sugar Cane as a division needs to make some incremental improvements in the group total
continuously need to be calibrated, that are prone to this and do what we can to
labour costs in irrigation reticulation due to yields to get to a better-balanced operational Venn sweet spot. This is not across all properties
centered and positioned again and again, remove them and reduce the incidences.
the impact of load shedding and some but more targeted at the Lowveld properties that we manage. The other elements are largely
year in and year out. Primary agriculture Across all the regions our cane quality is fine.
vehicles costs due to breakdowns in our balanced. We recently held a technical Cane Indaba in eSwatini targeting all levels of cane
is about cycles and correctly positioning
haulage fleet and using cane haulage management. We took a deep dive into our historic and current performance, looked for ways
yourself within those cycles.
subcontractors to fill in the gaps. Costs to improve and resulted in a shared commitment to agreed steps that we will take to get this
were well controlled. element of the targeted sweet spot more balanced and in line with expectations. It was a very
positive and effective technical cane management session.
Eswatini Cane December 2023
01 02 03 04 05 06
Operational performance continued
Bananas Macadamias
Yield Markets Yield
Yield was slightly behind budget this season. It was a good year. The average price per This was a very tough year. Yields across
This was due to smaller bunch mass (the carton curve through the year followed a the variety spectrum were just below
actual kg per bunch) and increased cycle pattern that was different to the normal budget. But when looking at performance
times (the time taken for the banana curve. It started in a similar way as prices against forecasting models it was
bunches to grow and ripen). This was largely started to come off in late summer but then considerably below modelling expectations.
a result of the waterlogged and cool shot up over winter which is unusual against This was more pronounced in the late
conditions that lingered after Cyclone Freddy the long-term averages and remained strong flowering varieties like Beaumont’s and the
in February and March 2023. This meant until January 2024. There was a shortage of hybrid A4 and A16’s. We held a weeklong
less product/supply regionally making its good quality stock on the markets and there Macadamia technical session on site with
way into the markets with the subsequent was not the same level of competition from industry leaders in disciples ranging from
positive price movements from last year. cheap citrus and pome fruit that flooded canopy management, pest and disease
Despite being below budget we still perform the markets in 2022. It was the opposite control through to the packing and
well against our group peers in terms of this season. marketing. The sessions were technically
tons/hectare yields and quality profile. deep and no stone left unturned as we LINK SUPPLIED IS DAMMAGED
We are comfortable with the position of Nationally there was a smaller poorer-quality assessed all facets of commercial
this element. crop without competition and the prices macadamia production management.
responded accordingly. In Eswatini we Recommendations and certain tweaks
managed the marketing of our bananas and changes were agreed and executed.
in-house. This was agreed with our The orchards never rest in this part of the
BANA NA LE BO M B O G R O UP 2 0 2 3 / 2 4 marketing partners Lebombo as the banana world and the focus was to find ways to
C ARTO NS S O LD 1ST G R A D E ( % ) operation in Eswatini banana was logistically reduce vegetative growth and get more
80 awkward to fit into the Lebombo groups sunlight into the canopy and particularly into
system at the moment. We agreed to review the bearing wood areas of the canopy.
70
this decision again when the operation Basically, looking for more yield and less
60 matured. This was a positive experience and vegetative growth. Dealing with the mantra
we managed to move all the product very that always follows an estate visit … the farm
50
competitively. It was a very good year on the looks a $1m dollars but is not producing at
40 markets across the group. that level”.
30 With the exception of QBV Mozambique the A suit of actions was agreed, adopted and
banana division performed very well. We are executed. We are pleased with the results as
20
comfortable where we are positioned in our this year’s crop is very much more in line
10 group bench marking assessment. Quality with our models and expectations.
was found wanting and our focus this
0 coming year is to continue to perform at Quality Summer Pruning for Light into the Canopy Light: MML Macadamias 2023/2024
Nico’s
Camp
Amanxala
Crookes
Eswatini
Group
average
K88
these high levels and improve the quality A good year. We await the bench marking
numbers closer to where we would like numbers but gauging from the numbers that
to be. we received from the kernel processors and
conversations with our sellers we had a
Quality small crop but with good quality. We
This was the challenge. Interfinger rust and bronzing pressure was remained under the USK% budgeted hurdle
high. Measures were taken to reduce this but it could not be of 2%USK and are pleased with the
controlled to get our quality percentages up to where we are performance. It is just a pity that there was
accustomed to being positioned. Again, this was a regional very little demand for any nuts no matter
phenomenon and also played into the scenario of the reduction of what the quality was. I would, however,
good quality fruit being available, further reducing supply and like to warn that this coming crop being
underpinning the positive prices. We remain first in class at a harvested will not perform at the same level.
bench marking level despite being below budget. Our QBV Extraordinary high mealy bug and stink bug
operation (K88), however experienced these challenges at an pressure, narrow spray windows due to a
elevated level and performed poorly from a quality point of view. rainy summer coupled with an aging spray
It had 800mm over that cyclone weekend which set the tone for fleet will result in quality control numbers that
the year. We have made progress but it has lagged behind the are off our normal mark this current season.
group in quality control numbers the whole season. It is this
element of the Venn that we are putting our focus and we are
seeing good improvements this season.
CBL Banana Bronzing blemish March 2024
01 02 03 04 05 06
Unsound Kernel Recovery vs. Sound Kernel Recovery
DIS Ton by Region SKR % vs, USKR % (of DIS)

The Renishaw Coastal These Catalytic Developments referred to are:
Letaba
SOUND KERNEL
Precinct • Shopping Centre (Sale Concluded)
KZN North
DIS T ON BY C UL T IV A R Although not evident in the financial
• Filling Station & Drive Thru (Sale Concluded)
results, the positive changes
Mpumalanga Levubu • Church (Being Concluded)
experienced within the operating
environment resulted in improved • Private School (Being Concluded)
UNSOUND KERNEL
Unknown KZN South performance within the Renishaw
Property Developments business. These successes are likely to drive further interest in all the market sectors mentioned
UNSOUND KERNEL RECOVERY SOUND KERNEL RECOVERY under the Operating Environment section.
A significant milestone was achieved though
the conversion of its first land sale within the
29.32%
30.81%
32.32%
31.63%
32.02%
33.45%
4.22%
4.61%
2.78%
3.05%
2.84%
2.38%
3.12%
Renishaw Coastal Precinct. This first sale

was followed up by a second sale, only a Current and recent land sales • Portion B of the Medium Impact Mixed
week after the first. Two further sales are also Use Site
• Portion A of the Medium Impact Mixed
■ Integ expected within the months following the
■ Beaumont Use Site Renishaw Property Developments
writing of this report.
■ Hybrid
A site, earmarked to be developed into a accepted an offer on this site for the
■ Unknown 8.4% purpose of building a church. The finer
It is important to understand that when shopping centre, was the first land sale to
details associated with this deal are
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
selling opportunities, in the form of land sales be concluded. Portion A of the MIMU Site
to prospective developers, the decision on at the entrance to Node 3 of the Precinct currently underway, and we expect to
UNSOUND KERNEL % SOUND KERNEL %
the part of the developer is not only the was sold to a prominent National conclude the signing of the contract within
BENCHMARK AVERAGE USKR % BENCHMARK AVERAGE SKR %
decision to purchase the land. Instead, what Shopping Centre Developer. the next few weeks.
South African Benchmark Group Average USK% 2013–2023: Source BI RPD needs to demonstrate to the potential
• The School site
purchaser is the development potential that Significant interest in this site was
exists on the land and in its locality, as well experienced and a structured process of A newly formed private school group has
Markets as the likelihood of success of the business elimination was followed to decide on the reserved the school site within Node 3 for
First and foremost, we need to improve the that will be built on the back of the ultimate preferred bidder. This was the development of their first private
This was a disaster. The Chinese DNIS
yields off canopies that look “too good”. As development. followed up by a three-month due- school in KZN. The intention is to start by
market disappeared for most of the year. It
diligence period after which the contract developing an early childhood centre.
finally showed some life towards the end of more product enters the market globally it is
The investment decision to purchase the was executed. The approach would be to allow the
the season but it was then too little, too late. a question of holding the line while you wait
land is therefore not driven by the price of school to grow over the years to first
There was global stock of kernel left over for the cycle to cycle back. This has started • The Petrol Filling Station Site
the land, but rather the overall development include a primary school, and eventually a
from the prior season. World production and and we are off the floors of 2023. China is
cost of the total development – This reality The second opportunity to be converted secondary school. Contract negotiations
South Africa in particular are increasing back, the kernel products are gaining market
raises the stakes significantly. The likelihood was the Petrol Filling Station Site. This are set to be concluded through June.
volumes as the young, newly planted share that was lost due to the high
of success of the venture, especially followed in quick succession as both the
orchards mature. All these came together in macadamia price premiums demanded in
considering the historical negative stigma of oil company, responsible for supply
an over supplied, low demand market and the high-priced years. The Rand remains
the South Coast, as well as the fledgling agreements, and the Developer/Operator,
the prices crashed off what were already low fairly weak and we are cost competitive
status of the precinct also weighs in heavily were waiting with anticipation on the
prices. No region or country was spared. against our peers. Macadamias are a core
when it comes to these discussions. conversion of the sale of the
This was evident at the International component of Crookes Brothers and will
aforementioned shopping centre deal.
Macadamia Symposium held at Zimbali in provide good margins as the estate moves The significant value proposition that exists
September 2023. What was patently from adolescence to maturity. however counteracts the historical issues,
obvious is that the marketers needed to get and we do believe that these initial sales,
In summary we have work to do in
busy. Gone are the days when you waited together with that of a few other key sites,
cane yields, we need to consolidate
for the phone to ring to place orders. It’s will be catalytic for the development. The
the recent macadamia yield
tough and competitive out there, you now bones of a successful precinct will be in
improvements, a lot of focus on
have to get out and market, sweat and sell. QBV Mozambique final hectare plantings now the making.
quality as this largely sits inside
It will be competitive and quality will be key complete: Nov 2023
management control (particularly
but the prices will improve and circle back
around pest and disease controls)
closer to the long-term mean. We will not skimp on replanting capital
and keep going with our austerity
cost controls and measures. expenditure keeping our fields fresh and at
All in all, the Venn diagram regarding macs
good potentials. We have good assets, we
needs yield performance to improve and be
Our JV in Southern Mozambique QBV is fully know what we are doing, some hard but
less volatile to be more balanced. This is
planted, MML macadamia Estate is starting good decisions were made and we need to
being addressed, the quality was fine albeit
to mature, our investment in Eswatini be discipled and resilient as these crop price
there are some question marks hanging over
bananas is holding its own against our other cycles wash through our agricultural
this year’s crop. We are aware of the issues
banana operations. operations.
and they can be managed.
01 02 03 04 05 06
There is good news and despite sales slowing down. To date roughly In response to this downturn RHD made provided. Our submission to the RHHOA
two thirds of the units within Phase 6 have wholesale changes to the team and the focusses on Renserv provided utilities,
bad news
been sold. approach, while still being compliant with healthcare, gardening and refuse removal.
To allow for the above-mentioned the above-mentioned Act. We are extremely pleased with the resolution
transactions to be completed, RPD must During 2022, RPD were forced to change its of issues recorded in a matter of hours,
now comply with its conditions of marketing and sales strategy and teams due • The marketing function is being brought which bodes well for the Renishaw Coastal
establishment, as set out by the municipality, to the rules set out by the newly constituted back inhouse, Precinct development.
and implement all the Bulk Services before Property Practitioners Act. Essentially both
• Dedicated sales agents are being used on
we can register the separate sub-divisions these functions had to be outsourced to an Water losses throughout the reticulation
both developer stock and re-sales, with no
and transfer the properties to the new Estate Agent, instead of handling it in-house. network remains the single biggest
sharing of leads or other information.
owners. Only at this point can the revenue This change did not yield the desired effects, headache. To get on top of this, the use of
and the volume of prospective buyers to the • Change in digital and traditional marketing
for the transactions mentioned be the ThynkH2O platform, as the interface for
Agencies.
recognised. estate diminished considerably. Sales obtaining and monitoring water usage data
conversions were also lower than in previous RHD believes that this change, together with has been adopted. This is resulting in finding
As alluded to at the start of the section year. and solving leaks quicker and more efficiently.
the precinct sales and the resultant access
therefore, regardless of achieving good land
to improved amenities, right on the doorstep
sales on the back of significant efforts and Several things contributed to this downturn: Automation and integration of the sewer
of Renishaw Hills, will have a positive effect
determination by the RPD management system at the Renishaw Hills Lifestyle Estate
• The availability of re-sales within the on the sales within the estate.
team, the financial results of RPD will for this has commenced with the assistance of
estate as opposed to only developer
year still, be significantly below plan. stock. ElectroMechania. Ongoing water testing is
Renserv being done by our service provider
One must, however, at this point be Previously this was not the case, but now Watercare Mining, and the results indicates
reminded that the achievement of unlocking we are competing with 2nd hand stock in Service delivery one can be that the level to which we treat the
the above-mentioned catalytic opportunities, the more established part of the estate proud of wastewater is of a standard that is in line President Cyril Ramaphosa and Barto van der Merwe, MD of Renishaw Coastal Precinct.
not only marks a pivotal moment in our that is priced below that of the developer with the relevant standards.
The overall performance of Renserv,
journey but also sets the stage for a brighter stock.
measured by service delivery, improved • Trade & Investment KwaZulu-Natal • Post South African Investment
future. The anticipated development is
• A conflict of interest within the considerably compared to previous years. It is all about scale, but we are (TIKZN) Conference Media Tour
expected to ignite momentum within the turning this ship
outsourced sales team.
Precinct, driving increased interest and This is mainly due to the improvement and Through its discussions with Trade & On Friday 4 July 2023, the RCP, and
investment opportunities. Agents were drawn to selling second hand development of several systems to optimise Scale is required to be profitable when it Investment KwaZulu-Natal (TIKZN), RPD Serenity Hills, were selected as the first
stock that would yield higher sales our processes. comes to utilities, and although Renserv is was able to attend the 2023 National projects to be visited as part of the Post
Furthermore, by leveraging this momentum commission faster due to units being still growing into being a profitable and Investment congress. At this event, South African Investment Conference
and implementing strategic initiatives to priced better, and they are ready to move As an example, to report on RHHOA Service sustainable business, great strides are being President Cyril Ramaphosa recognised Media Tours. This media tour was
bolster sales within Renishaw Hills, we are in, as opposed to having to wait for the Level Agreement KPI’s, our team has made across all workstreams to limit losses Renishaw Property Developments attended by Deputy Ministers Kenneth
confident that we are on track for a more build to be completed. developed a centralised dashboard with the and unnecessary expenditure, while Contribution towards the 2018 National Morolong and Nomasonto Motaung from
prosperous FY24-25 financial year. As we utilities and services supplied by Renserv. scrubbing all sources of income. Investment target. the Presidency, as well as the Umdoni
embrace this positive momentum and • Marketing done by outsourced team
did not resonate well with the target Mayor, Mr. Mthandeni Mbutho, CEO of
continue to execute our growth strategies, The use of this dashboard will be expanded This acknowledgement of President
market. Key Stakeholder Engagement KZN Trade and Investment, as well as
we remain committed to maximising value for to include further internal performance Ramaphosa elevated the profile of our CEO of the South Coast Tourism
our stakeholders and achieving sustainable The team’s approach simply did not yield metrics to measure and improve our Several of the high-profile Stakeholder Precinct significantly, and we used this in Enterprise, the DTIC, as well as a large
success. results. efficiency and quality of utilities and services Engagements took place during the financial all marketing endeavours going forward. contingent of media. The event was
year. Much of this was done with the aim of We also hope that this, and the deemed, by all participants, to be a great
Renishaw Hills positioning the Renishaw Coastal Precinct as subsequent introduction to senior officials success, and we received good media
one of the country’s premier property within the DTIC, will allow us to gain coverage thereafter.
Renishaw Hills Developments (RHD) developments, and to place it on the map at access to funding to assist with some of
concluded the construction of the remainder the highest level of government. the key infrastructure upgrades. • South Coast Tourism and Investment
of Phase 6 of Renishaw Hills during the Enterprise (SCTIE)
reporting period. The quality of the civil RPD also met with the CEO of the South
infrastructure is believed to be superior Coast Tourism and Investment Enterprise
compared to previous phases due to the use (SCTIE), Phelisa Mangcu. On the back of
of a bigger and more capable civil contractor. this interaction RCP was introduced to the
The quality of the housing units is still DTIC and due its “spade ready” status, the
excellent, and consistent with that of RCP was included into the Presidential
previous years. Eastern Seaboard Initiative.
Funding from Investec Bank was utilised to • KwaCele Community

minimise the cashflow burden on CBL
Over the reporting period RPD have also
throughout the building process. The Bank/
done significant work in strengthening the
CBL funding split was 75%/25%. This
relationships with the local KwaCele
approach worked well, and it will be
Community, and we attended the
repeated for future phases. We are confident
inauguration ceremony of Inkosi Cele
that the financial covenants pertaining to the
at Amandawe.
loan, set by the bank, will be achieved
01 02 03 04 05 06
Financial
performance
Macadamias
Financial performance Segmental
The results of the deciduous fruit business performance Revenue from the 2023 macadamia harvest,
falling into the 2023/24 financial year,
have been accounted for as a discontinued
dropped 62% to R13.5 million (2023:
operation due to its disposal. Revenue from Sugar cane
R35.5 million), largely due to depressed
What a difference a year makes. The group’s state of affairs improved continuing operations increased by 18% to
R727.9 million (2023: R615.7 million), driven
Revenue from sugar cane rose by 28% to global prices. We harvested and sold 633
R516.1 million (2023: R404.6 million).
from a headline loss of 708.8 cents per share to headline earnings of by strong contributions from the sugar cane
tons in 2023/24, down from 806 tons in the
previous year. Despite disappointing yields,
334.5 cents per share. and banana segments. Fertiliser and other
agricultural input costs reduced from the
The 2022/23 special sugar industry levy had a
substantial negative impact on the Group’s
quality improved significantly compared to
the prior season and our peers.
excessive levels experienced in the prior two
During the 2023 reporting period, the Group faced challenges such as years caused by geo-political events beyond
South African operations in the previous year.
However, the significant improvement in sugar World US Dollar macadamia nut prices per
low crop prices, high input costs, idiosyncrasies specific to Mozambique, the Group’s control. export prices and local market price increases kilogram remain depressed and price
the fall-out from the Tongaat-Hulett business rescue process, The fair value movement in biological assets
for the year under review contributed to a
material increase in the South African RV and
realisations in the kernel market were well
below our expectations for the 2023 nut
and geo-political and weather events, resulting in a significant loss. from continuing operations increased by Eswatini Sucrose prices in 2023/24. The harvest.
R50.3 million (2023: decrease of buoyant regional markets for Zambian sugar
By contrast, the 2024 reporting period saw a marked improvement in R11.4 million), mainly due to higher crop price
estimates and higher yield expectations for
exports boosted the Zambian ERC price to Rand weakness against the Mozambican
Metical, which has been pegged to the
prices in the Group’s sugar cane and banana operations and a reduction our sugar cane and macadamia crops.
record highs in 2023/24.
US Dollar in the last two years, increased
in fertiliser and other agricultural input costs. Additionally, the Group sold We are pleased to report an operating profit
The February 2023 Lowveld floods brought costs for our Mozambican operation when
about by Cyclone Freddy negatively affected translated into Rand.
its deciduous fruit business and used the proceeds to settle debt, after biological assets of R111.2 million sucrose yields at our Mpumalanga and
reducing interest costs going forward. (2023: operating loss of R148.6 million). Eswatini operations during the 2023/24 The 2024 harvest estimate is 1,054 tons,
leading to a R10.7 million increase in
season. This was a problem also experienced
Higher banana prices benefited our associates,
As a result, the 2024 reporting period has experienced a pleasing Lebombo Growers and Quinta Da Bela Vista,
by the rest of the growers in this region. biological assets’ fair value (2023: decrease
of R40.6 million). However, pest control
turnaround, not just in operating and headline earnings, but also in resulting in a R3.3 million share of profit from
these associates (2023: R2.0 million).
Cost savings in fertiliser and other agricultural issues caused by heavy rains, have affected
cash flow. product costs, along with a 29% increase in

the value of our biological assets, further
the 2024 harvest’s quality, which in turn will
have a negative impact on the prices
Finance costs rose 17% to R52.3 million
supported the improved financial performance. received for our crop.
(2023: R44.6 million) as a result of a general
increase in interest rates as well the impact Operating profit has increased materially, by The division’s operating loss decreased to
of the weakening Rand on the Rand value of 131% to R205.1 million (2023: R88.8 million). R38.4 million (2023: loss of R166.6 million),
US Dollar denominated interest payments.
although the 2023 figure included R93 million
Actual net interest (finance costs less interest
income) on bank borrowings increased by
Bananas in write-downs in the valuations of assets
associated with this division.
R3.5 million to R28.0 million Revenue from bananas increased by 25% to
(2023: R24.5 million). R152.0 million (2023: R121.2 million).
The final prices received for the 2023 Early in the calendar year of 2023, Cyclone
deciduous crop were higher than expected. Freddy caused severe damage across
Together with the capital profit on the sale of Mpumalanga, Eswatini, and southern
the deciduous farms, a net profit of Mozambique. Waterlogging and cold
R37.8 million was earned from this temperatures negatively affected early-
discontinued operation (2023: loss of season fruit quality, leading to smaller
R22.1 million). bunches and higher wastage due to bronzing
and inter-finger rust. The poor weather
The Group reported a total net profit of affected all growers in the region, reducing
R89.3 million (2023: loss of R199.6 million). fruit supply significantly. This lower supply,
Headline earnings was R51.1 million coupled with stable demand, increased
(2023: headline loss: R108.2 million). market prices per carton.
Basic earnings per share was 401.8 cents The banana segment pleasingly reported an
(2023: basic loss per share: 1 284.9 cents). operating profit of R16.4 million
Headline earnings per share was 334.5 cents (2023: operating loss of R12.2 million).
(2023: headline loss per share: 708.8 cents).
01 02 03 04 05 06
Financial performance continued
Property
Capital expenditure Outlook
Revenue from the property segment
Capital expenditure for the year amounted to Our production teams are working hard to
decreased by 29% to R22.6 million
R32.8 million (2023: R77.3 million). improve our sugar cane yields at all our
(2023: R31.7 million) because of reduced
operations, with the biggest improvements
demand for retirement units due to the After a challenging 2022/23, the Group has anticipated at our Eswatini and Mawecro
adverse effects of high interest rates and been focusing on preserving free cash flow, farms.
load shedding on the KwaZulu-Natal prioritising only essential capital items for
property market. planting, harvesting, and critical The Group’s Mozambique macadamia
replacements. operation will be focusing on quality
The division reported an operating loss of
improvement initiatives.
R8.8 million (2023: profit of R1.8 million).
The business has however signed sale Liquidity and financing Property sales agreements of in aggregate
agreements for important land parcels
post-year end, which are expected to be
activities R28.5 million have been concluded just after
year-end at the Renishaw Coastal Precinct.
catalytic for future land sales. Strong operating earnings from our sugar The Board believes that the successful
cane and banana segments increased cash conclusion of these sales agreements will be
generated from operations to R206.9 million, catalytic to unlocking further sales of land
Other operations
compared to a negative cash requirement of parcels in the Renishaw Coastal Precinct.
Revenue from other continuing operations R12.5 million to supplement operations in
increased by 5% to R23.8 million the previous financial year. Banana operations continue to face quality
(2023: R22.7 million). issues arising from cyclonic activity with
A portion of the proceeds from the sale of Cyclone Filipo in March 2024 being the most
Crocworld experienced an uptick in visitors, our deciduous farms was used to pay off a recent. These cyclones typically lead to
especially school groups, but entrance fees R140 million debt facility. A new R100 million substantial damage for the industry and the
have not risen sufficiently to cover inflation, facility was secured in December 2023 but shortage of bananas typically leads to higher
contributing to an operating loss of has not yet been drawn on by the end of the prices, offsetting some of the negative
R2.7 million (2023: loss of R1.4 million). impact from any damage received.
reporting period.
Improved cash reserves have allowed capital
Interest payments on borrowings rose 21%
projects to be re-started, such as replacing
to R47.2 million (2023: R38.9 million).
water infrastructure piping at the Mawecro
Net cash generated by operating activities farm. The Group remains committed to
conserving operating cash and using
was R139.4 million, compared to a negative
long-term financing for expansion
figure of R46.0 million in 2023.
opportunities.
Net debt (total interest-bearing borrowings,
net of cash balances) decreased by 75% to
R80.7 million (2023: R318.5 million).
01 02 03 04 05 06
Five-year financial review

2024 2023 2022 2021 2020 Index Notes 2024 2023 2022 2021 2020
R’000 R’000 R’000 R’000 R’000
Share performance
Consolidated statement of comprehensive income Headline earnings/(loss)
Revenue 727 913 615 730 576 654 635 583 703 677 per share cents 334.5 (708.8) 229.6 272.2 (48.5)
Basic earnings/(loss) per share cents 401.8 (1 284.9) 410.2 152.2 57.2
Operating profit/(loss) from continuing operations 111 163 (148 560) 42 744 97 859 56 503
Dividends declared per share
Share of profit of joint venture and associate companies 3 317 1 993 16 739 13 628 3 958
– ordinary cents 200.0 – – 50.0 –
Dividend income 102 66 66 58 55
Dividend cover (headline
Interest received 12 047 5 478 6 516 3 699 3 308
earnings) times 1 1.7 – – 5.4 –
Finance costs (52 329) (44 553) (25 987) (35 185) (44 287)
Earnings yield (headline
Non-trading items 1 933 (5 200) 35 427 (34 085) 19 526
earnings) % 12.0 (24.6) 5.7 6.3 –
Profit/(loss) before tax 76 233 (190 776) 75 505 45 974 39 063 Dividend yield % 2 7.1 – – 1.2 –
Tax expense (24 710) 13 348 (9 138) (3 167) (15 375) Net asset value per share cents 3 7 124 6 608 7 501 7 139 6 983
Profit/(loss) for the year from continuing operations 51 523 (177 428) 66 367 42 807 23 688 Market price per share –
Profit/(loss) for the year from discontinued operations 37 805 (22 147) 12 619 – – closing cents 2 799 2 887 4 050 4 310 4 299
– highest cents 3 600 4 224 4 749 5 000 5 499
Profit/(loss) for the year 89 328 (199 575) 78 986 42 807 23 688
– lowest cents 2 450 2 802 3 750 4 100 3 376
Other comprehensive income/(loss) Price to book ratio % 39.3 43.7 54.0 60.4 61.6
Remeasurement of post-employment medical aid obligation 192 61 (328) (127) (119) Price/headline earnings ratio at
Fair value loss arising on FVTOCI equity investments – (3 811) – – – year end times 4 8.4 (4.1) 17.6 15.8 (88.6)
Exchange differences on translating foreign operations 4 933 69 227 (15 086) (16 911) (8 309) Shares in issue ’000 15 264 15 264 15 264 15 264 15 264
Shares in issue (weighted) ’000 15 264 15 264 15 264 15 264 15 264
Other comprehensive income/(loss) for the year, net of tax 5 125 65 477 (15 414) (17 038) (8 428)
Volume of shares traded ’000 497 1 310 770 910 588
Total comprehensive income/(loss) for the year 94 453 (134 098) 63 572 25 769 15 260 Number of share transactions 217 249 151 122 100
Headline earnings/(loss) 51 054 (108 201) 35 042 41 552 (7 402) Value of shares traded R’million 15.5 49.2 31.9 41.0 26.0
Volume of shares traded/
Consolidated statement of financial position issued shares % 3.3 8.6 5.0 6.0 3.9
Assets
Property, plant and equipment 618 271 618 969 773 561 751 297 787 744 Returns and profitability
Right-of-use assets 144 488 150 229 148 787 154 656 160 145 Return on shareholders’ funds % 5 8.5 (18.5) 7.1 4.0 2.2
Investments in joint venture, associates and financial assets 133 298 122 021 139 282 115 622 79 761 Taxed return on net assets % 6 5.6 (12.3) 5.1 2.8 1.6
Investment property 121 701 114 118 113 637 67 152 41 782 Pre-tax return on total assets % 7 6.2 (7.9) 3.3 6.3 3.5
Deferred tax assets 72 139 56 764 29 356 27 138 23 646 Operating margin % 8 15.3 (24.1) 7.4 15.4 8.0
Current assets 733 351 828 538 629 947 637 045 697 535 Solvency and liquidity
Total assets 1 823 248 1 890 639 1 834 570 1 752 910 1 790 613 Debt to equity % 9 67.7 87.4 60.2 60.9 68.0
Financial gearing ratio % 10 21.7 37.1 19.9 20.1 27.4
Equity and liabilities Current ratio times 11 2.4 2.3 3.8 3.5 2.2
Capital and reserves 1 087 491 1 008 644 1 144 963 1 089 667 1 065 938 Cash flow per share cents 12 913.0 (301.7) 95.1 344.5 156.5
Deferred tax liabilities 119 449 119 753 115 320 114 050 127 503 Interest cover times 13 2.2 (3.4) 3.7 2.2 1.8
Borrowings – interest-bearing 16 000 102 918 130 825 124 619 64 556
Obligations to return leased farmland 48 565 44 290 37 586 35 810 32 512 NOTES TO THE FIVE-YEAR FINANCIAL REVIEW
Lease liabilities 171 992 171 711 164 139 159 320 160 274 1. Dividend/cash distribution cover 8. Operating margin
Other financial liabilities 77 228 73 275 74 891 44 752 27 313 Headline earnings per share divided by cash distributions and ordinary Operating profit before interest, expressed as a percentage of revenue.
dividends per share (interim: paid; final: declared). 9. Debt to equity ratio
Post-employment medical aid obligation 2 486 2 789 2 902 2 506 2 401
2. Dividend/cash distribution yield Interest-bearing debt and other liabilities, expressed as a percentage of
Current liabilities – interest-bearing borrowings 219 734 270 793 96 672 94 426 227 420 Dividends per share (interim: paid; final: declared) and cash distributions per shareholders’ funds.
Trade, tax and other payables and provisions 80 303 96 466 67 272 87 760 82 696 share as a percentage of year-end market price. 10. Financial gearing ratio
3. Net asset value per share Interest-bearing debt, expressed as a percentage of shareholders’ funds.
Total equity and liabilities 1 823 248 1 890 639 1 834 570 1 752 910 1 790 613 Shareholders’ funds divided by the number of shares in issue at year-end. 11. Current ratio
Consolidated statement of cash flows 4. Price: headline earnings ratio Current assets divided by current liabilities.
Market price at year-end divided by headline earnings per share. 12. Cash flow per share
Cash generated from/(utilised in) operations 206 859 (12 461) 58 460 102 282 86 188
5. Return on shareholders’ funds Cash available from operating activities divided by the weighted average
Net finance and other costs (37 340) (31 806) (24 254) (29 800) (36 841) Profit after taxation, expressed as a percentage of the average of the number of shares in issue during the year.
Taxes paid (30 155) (1 778) (19 690) (19 902) (25 459) financial period’s opening and closing shareholders’ funds. 13. Interest cover
6. Taxed return on net assets Operating profit before interest paid and taxation (but including income from
Cash generated by/(utilised in) operating activities 139 364 (46 045) 14 516 52 580 23 888 Profit after taxation, expressed as a percentage of average net assets investments), divided by interest paid.
Net cash outflow from investing activities (36 436) (62 498) (107 199) (64 719) (73 048) (excluding interest-bearing and other financial liabilities).
Proceeds from disposal of property, plant and equipment 168 278 1 723 39 750 117 647 63 553 7. Pre-tax return on total assets
Operating profit before interest and taxation (but including income from
Dividends paid (15 300) – (9 672) (2 040) (10 228) investments), expressed as a percentage of the average of the financial
period’s opening and closing total assets.
Decrease/(increase) in funding requirements 255 906 (106 820) (62 605) 103 468 4 165
01 02 03 04 05 06
Five-year financial review continued
R E V E NU E P R O FI T C AP IT AL AN D RES ERV ES AS S ET S
(Rm) (Rm) (Rm) (Rm)
727.9
700 100 89.3 1 200 2 000
1 087.5 1 823.2
600 50 1 000
1 500
500
0 800
400
-50 600 1 000
300
-100 400
200
500
100 -150 200
0 -200 0 0
2020 2021 2022 2023 2024 2020 2021 2022 2023 2024 2020 2021 2022 2023 2024 2020 2021 2022 2023 2024
O P E R A TI N G C A S H F L O W C A S H G E N E R A T E D FR O M O P E R A T I ON S H EADL IN E EARN IN GS PER S H ARE DIS T RIBU T IO N S PER S H ARE

(Rm) (Rm) (cents) (cents)
200.0
150 139.4 250 400 334.5 200
206.9 300
120 200 200
100 150
90
150 0
60 -100
100 -200 100
30 -300
50 -400
0
-500 50
-30 0 -600
-700
-60 -50 -800 0
2020 2021 2022 2023 2024 2020 2021 2022 2023 2024 2020 2021 2022 2023 2024 2020 2021 2022 2023 2024
R E TU R N O N S H A R E H O L D E R FU N D S FI N A N C I A L G E A R I N G R A T I O
(%) (%)
10 8.5 40
35
5
30
0
25 21.7
-5 20
15
-10
10
-15
5
-20 0
2020 2021 2022 2023 2024 2020 2021 2022 2023 2024
01 02 03 04 05 06
Performing sustainably
Employment Dashboard
Male Female Perm Male Female FTC Total EEs
Libcro 59 26 85 25 24 49 134
Mawecro 216 97 313 196 236 432 745
CBL Coastal 14 14 28 7 18 25 53
Developing our South Africa CBL 17 16 33 0 1 1 34
people RPD 20 20 40 4 2 6 46
Online Academy Execs 3 1 4 0 0 0 4
It has been just over three years since we 329 174 503 232 281 513 1016
launched the online academy. We are super
proud of all our employees that have used
the platform to continuously hone their skills. Mozambique Gurue 263 34 297 163 70 233 530
To date we have over 268 courses 55 50 105 211 131 342 447
QBV
completed, and another 123 courses
in progress.
Crookes Brothers believes in developing our Eswatini 67 8 75 199 80 279 354

people as a core value and will continue to Zambia 34 0 34 44 31 75 109
utilise the CBL Online academy to develop
our employees. 419 92 511 617 312 929 1440
We have aligned the online learning to the

appraisal process, where it is a required
development objective. Corporate Social ESTATE RECIPIENT BENEFICIARIES PROJECT DETAILS
Responsibility
AgriSETA Funding Maintenance of China Town
The Group is committed to improving the China Town/Gugulesizwe 1 000+ cemetery and church and
Coastal
AgriSETA Mentorship lives of the disadvantaged communities in High School recipients community laws/gardens and
Programmes the areas in which we operate. The primary sponsor of soccer kit and meals.
focus of our initiatives are Health, Education
Through Crookes Brothers Ltd, our joint and Training, basic needs and social Food parcels were distributed to
350 +
venture farms, Libcro Farming and development. Libcro Libuyile Community members of the community on
recipients
Mawecro Farming both received R100 000 14 September 2023
to fund a mentorship programme, covering Our approach is to ‘Make a difference’ that
Donation of dignity packs and
HR skills, management skills and production resonates with our employees, shareholders
skills for community members, providing
5 000+ uniform to high school;
and stakeholders. We prioritise women, the Mawecro Mawewe Community
them with the necessary skills to manage
recipients Sponsorship of Mawewe Cup
disabled, youth and the socially destitute.
Tournament, etc.
their own farms.
Despite financial constraints in the past Food parcel cash donation
CBL Skills Programme financial year, R715 564.91 was spent on contribution to the Crime
corporate social investment. In addition to Big Bend Police Station/ 500 +
Eswatini Prevention Campaign
CBL was awarded R288 000 for a skills this spend, the Group also provides Big Bend Community recipients
coordinated by the Big Bend
programme. The CBL Skills programme was resources and expertise to our communities Police Station
conducted by Toutele Agricultural College to maximise on our social impact.
and was completed successfully. Funding of teachers and janitor
Hagiar Kim Ngoma Basic School 700+ learners
29 employees were awarded a certificate salaries
in Agriculture Extension (SP24CB32) with
Centro de Saude Odete
60 credits towards an agricultural diploma. 1 000+ Donations to various community
QBV Mochiso and other
recipients initiatives
community projects
Total Males Total Females Employees
1 597 859 2 456

Donation of Macadamias for
exhibition at Health Day Fair;
Gurue Police Department/ 500+
MML Food and fuel donation for
District Health Department recipients
presidential tour to Gurue; Fuel
donation to Police Department.
01 02 03 04 05 06
Performing sustainably continued
Employment Equity Crookes Brothers commitment to sustainability and adherence to

Based on the 2024 submission sound and balanced ESG principles remains a key component of the
We maintain an employment equity programme aligned to the South African national requirements with regard to achieving diversity in our operations. We do not see this as an addition to our current practices,
workforce at all levels. The equity process is aligned to the Company’s vision, mission and values – all of which recognise that the Company’s
success is dependent on the commitment and excellence of its employees.
but as an integral part of the way we operate. It should not be
separated out and reported, but ingrained into our day-to-day and
The Company has improved the recruitment and placement of qualified and highly suitable individuals from previously disadvantaged groups.
The numbers in our higher occupational categories in CBL and our joint ventures remain steady, due to our low turnover and long tenure of our evidenced in actions and the practices and processors of the
employees.
day-to-day operations of the company. Below is some insight to key
Male Female Foreign Nationals areas within this element of our profile.
Occupational Level African Coloured Indian White African Coloured Indian White Male Female TOTAL
Top Management 0 0 0 1 0 0 0 0 0 0 1
Water
It goes without saying that water is the blood
that runs through our operation. We have
Senior Management 1 0 1 4 0 0 0 1 0 0 7
nearly 7 000ha under management of which
500ha are dryland, the rest are irrigated.
Professionally Qualified and This begins with access to bulk water and
Experienced Specialists storage. This can be divided into two parts.
and Mid-Management 2 0 0 9 3 0 0 1 0 0 15 The first is the legal right of access to
designated water. Water rights, although an
outdated term, best describe this critical
Skilled Technical and
asset and then actual availability of that
Academically Qualified
water, the reliance of those rights. Having
Workers, Junior
secured this, it is now our ability to use that
Management, Supervisors,
water in the most efficient and effective Cupi Dam, MML Mozambique: March 2024
Foremen and
manner.
Superintendents 12 6 0 13 9 1 6 4 0 0 51
We are comfortable with our “rights.” We plan for the hot, dry periods when water and cost of the reticulation infrastructure. The
Semi-skilled and Currently reliability and access to those rights is required in summer for optimum growth. plant/soil requirements have not changed,
Discretionary Decision- across the group is positive. The Kwena We hope that rain will mitigate the need to but what has changed is the cost and power
Making 90 30 1 1 55 11 2 3 0 0 193 Dam in Mpumalanga remains the only use such systems. We end up with a supply consistency forcing us to look at
storage facility under some threat due to the combination of the two that changes from ways to change, upgrade and tweak what is
growth in urban sprawl in the Mbombela year to year. in play in order to find a better more
Unskilled and Defined
region, and its impact on the Lower cost-effective schedule.
Decision-Making 306 55 0 0 329 18 2 0 0 0 710
Crocodile River systems that use the Kwena Our aim is not to use less water per hectare
as its primary storage unit. The rest of the per se, but it is to give the plants just what Again, this is done on a field-by-field basis
Total Permanent 411 91 2 28 396 30 10 9 0 0 977 group’s water “rights” are strong and healthy. they need when they need it and keep the and we continue to look for ways to smooth
“waste” to a minimum. This has many facets, the consistency of supply through these
The reticulation systems are being upgraded but includes pump efficiencies, bulk water “load shedding” years. This involves alternate
Temporary Employees 490 23 0 0 270 15 0 0 0 0 798 whenever possible to more efficient and leakage, in-field leakage, runoff, leaching and sources of power, bespoke scheduling rather
cost-effective systems. There has been a overwatering. This is where we spend our than the 24/7 blanket approach where
Grand Total 901 114 2 28 666 45 10 9 0 0 1775 general migration to drip in the cane where focus, and is an important and continuous possible, and any upgrades are planned
possible. We continuously monitor the field’s element in the daily life of irrigated farm within this new normal. Variable speed
performance and this investment continues management. drives, thermal pumps, off-peak irrigation
to be positive both in terms of yield hours, solar and diesel alternate power
improvement and less water usage. It does
fall away as the field ages, but remains
Energy supply, service provider calibration are all
continuous improvements that we explore,
significant positive in the early ratoons, thus The twin sister to water. This is the energy but when we need to irrigate, we irrigate.
delivering early improved cash flows and the needed to move that water to where we We will continue to do this as efficiently and
resultant positive investments, IRRs and need it. Again, there is the need for effectively possible. The best way to reduce
paybacks. Upgrades are done at a field-by- continuous adherence to efficiency and the power is to reduce the water requirement
field level with each individual field’s profile consistency. This is an ongoing challenge as by being efficient when giving the fields what
and requirements. We have to plan within the the systems that have been installed were they need.
original initial bulk reticulation systems that done when power was bountiful, consistent,
bracket what can be done on a field-by-field and cheap. Systems were designed around
basis. a 24/7 scheduling routine to reduce the size
01 02 03 04 05 06
Performing sustainably continued
Climate change
Climate change is an unfortunate title. As a
title it brings connotations and views that
range from gloom and dystopia to cynicism
as to whether it is anything at all. What we
at Crookes Brothers look at, under the
banner of climate change, is the extent and
occurrence of extreme weather and climatic
events. Storms, early and late rainfall,
extreme temperatures, both hot and cold,
droughts, cyclones, and the average weather
mean trends.
It is a subject where we encourage

discussion and debate at all levels of
management. Not so much on the causes
of these changes, perceived or otherwise,
or who is to blame, but about how we can
mitigate the impacts of these events.
Discussions around irrigation reticulation,
drainage, hail protection, where to plant
to reduce the impacts are also a critical
components in long-term planning. If we
believe that we are in a long, drier trend
we need to plan out bulk water availability.
We need systems that can better manage
the changes or at least plan for the changes
to come. Again, it goes to the fabric of our
Macadamia Inter-row Cover crop: Reduce mowing, reduce weeding and healthier soils Usuthu River, Big Bend: Eswatini 2023
understanding on how best to sustain
our primary agricultural assets in the
Carbon Footprint Disclosure
Soil improvement
continuous improvement of our irrigation 21st century.
system will assist in managing this number,
2022
The healthier your soil, the easier it is to as it will impact electricity usage and more Environmental management Operational risk management and the progressively rehabilitated to encourage
We continue to do an annual formal Group effective fertilising practices. This in turn will
reach the yield targets and minimise the various accreditations are audited every year fauna and flora species indigenous and
Carbon Emissions report. This document is a reduce the quantum of material needed to Crookes Brothers Group sustainable
inputs needed to be added to provide the in a Group Sustainability Report, which is endemic to the area. In the interests of
thorough and consistent independent record be applied. We need to put more pressure management systems are based on
required vigour and yield – the task being to reviewed to assess the efficacy and promoting conservation, large scale
that is now in its third year. It is a helpful on the fertiliser manufacturers and assessment of estate/operational risks and
define our profile of a healthy soil and provide robustness of the systems. This review unsustainable exploitation of natural
account that provides consistent in-situ distributors to produce better formulations occupational health and safety guidelines
the means to reach that condition. This includes ESAPS (Environmental and Social resources from the conservation areas is
numbers which guides us as to how we are and processors to reduce their respective embedded within a suite of compliance
includes regenerating degraded lands, Action plans) that are included in our annual restricted. The maintenance of natural
trending. It highlights those areas of our footprints, and then by association the legislations associated with commercial
preventing the loss of arable land, and sustainable system objectives and are species and rehabilitation of indigenous flora
operation where we need to focus to make Group’s numbers in Scope 3. We need to agriculture. Global GAP (Good Agricultural
improving soil health generally. It’s about re-assessed on an annual basis. assist with conservation by creating safe and
any meaningful inroads to the footprint. The look for effective ways to fertilise and sustain Practices) SUSFARMS endeavours
balance, carbon content, friability, drainage, natural habitats for animals and birds.
report is divided into two basic components, our soil with less synthetic and more natural (Sustainable Sugarcane Farm Management
compaction and micro-bio activity and
the first being Scope 1 & 2 and the Scope 3. bio-friendly fertilisers and soil management System) Accreditation system initiated by the Conservation of flora Hunting is not permitted on any estate and
balance. The three key aspects of soil health poaching is controlled by security patrols.
Scope 1 & 2 deal with actual operations and practices. It is many things, but ultimately it South African Sugar Research Institute are all and fauna
are the biological, physical and chemical
Scope 3 is “indirect” number-driven from the is a way of operating that sits within the accreditations and actions. Global GAP is an
characteristics. A healthy soil will have all In order to promote the establishment of
procurement of materials. The bottom line is sustainably aware fabric of the organisation international best practice standard designed
aspects functioning well to promote optimal indigenous plant species, bush lines, riparian
that our numbers are largely driven by two that’s needs to be acknowledged, supported to minimise the possible detrimental
plant growth. Some of the specific zones, undeveloped and non-arable areas
factors. The use of nitrogen fertilisers that and nurtured. environmental impacts of farming operations
techniques employed include uprooting of are excluded from production and are kept
impacts Scope 1, 2 and 3 and the source and promote responsible use of chemicals.
an old crop or orchard, a fallow period free of invader species. Weeds and invader
of power that scores high numbers in Global GAP have also introduced GRASP
ensues, prior to replanting with the same species, categorised according to the
Scope 1 & 2, particularly in South Africa which is Global GAP Risk Assessment that
material. Green manure (fallow) crops are Conservation of Agricultural Resources Act,
where the power is largely sourced through measures the responsible approach to Good
planted to enhance soil health and fertility. 1983 are identified and systematically
coal burning power generation. We get Social Management Practices. These
Degraded soils and problematic weed eradicated, in conjunction with the
caught twice for nitrogen in use and accreditation systems comprehensively
control both benefit from this process. rehabilitation of indigenous plant species.
procurement, but it is a core ingredient in address the challenges of sustainable food
Green manure crops assist with increasing The clearing and restoration of these areas
horticultural commercial agriculture. systems and recognise the inextricable links
organic matter, improving soil structure and improves water purification and retention,
between healthy people, healthy societies
fertility, resulting in achieving desirable yields and ultimately dry season flows. These zones
What can we do to improve? Continue to and a healthy planet.
with reduced synthetic fertilisers on an are managed as conservation areas and are
monitor and record. This is a basic requisite
ongoing profitable basis. of management. As mentioned above, the
05
01 02 03 04 05 06
Summary
Consolidated
Financial
Statements
Approval of the Summary Consolidated Financial Statements 96
Compliance statement by the Group Company Secretary 97
Preparation of the Summary Consolidated Financial Statements 98
Independent auditor’s report
99
on the Summary Consolidated Financial Statements
Summary Consolidated Statements 100
Summary Consolidated Segmental Analysis 104
Notes to the Summary Consolidated Financial Statements 108
01 02 03 04 05 06
Approval of the Summary Consolidated Compliance statement by the Group

Financial Statements Company Secretary
FOR THE YEAR ENDED 31 MARCH 2024 FOR THE YEAR ENDED 31 MARCH 2024
The preparation of the Summary Consolidated Financial Statements that fairly represent the results of the Group in accordance with the The Group Company Secretary of Crookes Brothers Limited certifies that, in terms of section 88(2) of the Companies Act No 71 of 2008,
Companies Act and IFRS Accounting Standards, the SA Financial Reporting Requirements and JSE Listings Requirements, is ultimately the as amended, the Company has lodged with the Companies and Intellectual Property Commission of South Africa all such returns and notices
responsibility of the Board. The Board also ensures an independent audit of the Summary Consolidated Financial Statements by the external as are required of a public company in terms of this Act and that all such returns are true, correct and up to date in respect of the financial
auditors. The Board is of the opinion that the internal accounting control systems assure the adequate verification and maintenance of year ended 31 March 2024.
accountability for the Group’s assets, and assure the integrity of the Summary Consolidated Financial Statements. No major breakdown in
controls that could influence the reliability of the Summary Consolidated Financial Statements was experienced during the reporting period under
review. Based on the financial results of the Group and the cash flow forecast for the year ended 31 March 2025, and the application of solvency
and liquidity tests, the Board is further of the opinion that the group has adequate resources to continue in operation for the foreseeable future.
The Summary Consolidated Financial Statements were consequently prepared on a going concern basis.
The Board of Directors approved the Summary Consolidated Financial Statements and further authorised Mr Larry Riddle and Mr Kennett Sinclair
in their respective capacities as Chairperson and Chief Executive Officer to sign off the Summary Consolidated Financial Statements. The Summary Highway Corporate Services (Pty) Ltd
Consolidated Financial Statements which appear on pages 100 to 125, are therefore signed on its behalf by: Group Company Secretary
Durban
27 June 2024
Larry Riddle Kennett Sinclair

Chairperson Chief Executive Officer
Durban
27 June 2024
01 02 03 04 05 06
Preparation of the Summary Consolidated Independent auditor’s report on the Summary

Financial Statements Consolidated Financial Statements
FOR THE YEAR ENDED 31 MARCH 2024 TO THE SHAREHOLDERS OF CROOKES BROTHERS LIMITED
Basis of preparation Opinion

The Summary Consolidated Financial Statements have been prepared in accordance with IAS 34 Interim Financial Reporting, SA Financial The Summary Consolidated Financial Statements of Crookes Brothers Limited set out on pages 100 to 125 of the Integrated Report of 2024,
Reporting Requirements, requirements of the Companies Act of South Africa and the JSE Listings Requirements to summary financial statements. which comprise the summary consolidated statement of financial position as at 31 March 2024, the summary consolidated statements of
The audited Consolidated Financial Statements are available at the Company’s registered office for inspection. comprehensive income, changes in equity and cash flows for the year then ended, and related notes, are derived from the audited Consolidated
Financial Statements of Crookes Brothers Limited for the year ended 31 March 2024.
The Summary Consolidated Financial Statements and the full set of consolidated Annual Financial Statements have been prepared under the
supervision of the Chief Financial Officer, Nigel Naidoo CA(SA) and were approved by the Board of Directors on 27 June 2024. The directors take In our opinion, the accompanying Summary Consolidated Financial Statements are consistent, in all material respects, with the audited
full responsibility for the preparation of these Summary Consolidated Financial Statements and the financial information has been correctly Consolidated Financial Statements, in accordance with the JSE Limited’s (JSE) requirements for summary financial statements, as set out in
extracted from the underlying Consolidated Financial Statements. note 16 to the Summary Consolidated Financial Statements, and the requirements of the Companies Act of South Africa as applicable to
summary financial statements.
Accounting policies
The accounting policies and methods of computation used in the preparation of the Summary Consolidated Financial Statements are in terms of
Summary Consolidated Financial Statements
IFRS Accounting Standards and are consistent with those of the annual financial statements for the year ended 31 March 2023. The Summary Consolidated Financial Statements do not contain all the disclosures required by IFRS Accounting Standards as issued by the
International Accounting Standards Board and the requirements of the Companies Act of South Africa as applicable to annual financial
Audit opinion statements. Reading the Summary Consolidated Financial Statements and the auditor’s report thereon, therefore, is not a substitute for reading
the audited Consolidated Financial Statements and the auditor’s report thereon. The Summary Consolidated Financial Statements and the audited
These Summary Consolidated Financial Statements for the year ended 31 March 2024 have been audited by BDO South Africa Inc., who Consolidated Financial Statements do not reflect the effect of events that occurred subsequent to the date of our report on the audited
expressed an unmodified opinion thereon. The auditor also expressed an unmodified opinion on the full consolidated Annual Financial Statements Consolidated Financial Statements.
for the year ended 31 March 2024 from which these Summary Consolidated Financial Statements were derived. A copy of the auditor’s report on
the Summary Consolidated Financial Statements is included on page 99 of this integrated report and a copy of the auditor’s report on the full
Consolidated Financial Statements is available on the Company’s website, together with the Consolidated Financial Statements identified in the
The Audited Consolidated Financial Statements and our Report thereon
auditor’s report. We expressed an unmodified audit opinion on the audited Consolidated Financial Statements in our report dated 28 June 2024. That report also
includes communication of key audit matters. Key audit matters are those matters that, in our professional judgement, were of most significance
BDO South Africa Inc. has not audited future financial performance and expectations expressed by the directors included in the commentary in in our audit of the Consolidated Financial Statements of the current period.
the Summary Consolidated Financial Statements and accordingly do not express an opinion thereon. The auditor’s report does not necessarily
report on all of the information contained in the Summary Consolidated Financial Statements. Shareholders are therefore advised that in order to
obtain a full understanding of the nature of the auditor’s engagement, they should refer to the auditor’s report on the full Consolidated Financial
Director’ Responsibility for the Summary Consolidated Financial
Statements available on the Company’s website. Statements
The directors are responsible for the preparation of the Summary Consolidated Financial Statements in accordance with the requirements of the
Events after the reporting period JSE Limited Listings Requirements for summary financial statements, set out in note 16 to the summary consolidated financial statements, and
the requirements of the Companies Act of South Africa as applicable to summary financial statements.
Events after the reporting period is disclosed in note 15. There are no adjusting events after the reporting period to report.
Auditor’s Responsibility
Our responsibility is to express an opinion on whether the Summary Consolidated Financial Statements are consistent, in all material respects,
with the audited Consolidated Financial Statements based on our procedures, which were conducted in accordance with International Standard
on Auditing (ISA) 810 (Revised), Engagements to Report on Summary Financial Statements.
Nigel Naidoo
Chief Financial Officer
Durban
27 June 2024 BDO South Africa Incorporated
Registered Auditors
A Timol
Director
Registered Auditor
25 July 2024
5A Rydall Vale Office Park

38 Douglas Saunders Drive
La Lucia, 4051
01 02 03 04 05 06
Summary Consolidated Statement of Summary Consolidated

Profit or Loss and Other Comprehensive Income Statement of Financial Position
FOR THE YEAR ENDED 31 MARCH 2024 AS AT 31 MARCH 2024
2024 2023 2024 2023

Notes R’000 R’000 Notes R’000 R’000
Continuing operations Assets

Revenue 1 727 913 615 730 Non-current assets 1 089 897 1 062 101
Trading profit before expected credit losses, depreciation and impairments 124 677 19 535
Expected credit losses (39) (938) Property, plant and equipment 618 271 618 969
Depreciation and impairments 2 (63 771) (155 801) Right-of-use assets 144 488 150 229
Operating profit/(loss) before biological assets 60 867 (137 204) Investment property 121 701 114 118
Change in fair value of biological assets 50 296 (11 356) Deferred tax assets 72 139 56 764
Operating profit/(loss) after biological assets 111 163 (148 560) Financial assets 20 292 14 482
Non-trading items 3 1 933 (5 200) Investments in joint venture and associates 113 006 107 539
Operating profit/(loss) after non-trading items 113 096 (153 760) Current assets 733 351 828 538
Share of profit of joint venture and associate companies 3 317 1 993
Investment income 4 12 149 5 544 Biological assets 10 334 092 303 358
Finance costs 5 (52 329) (44 553) Inventories 129 817 140 705
Profit/(loss) before tax 76 233 (190 776) Trade and other receivables 105 088 159 383
Tax (expense)/income (24 710) 13 348 Current tax assets 4 219 13 846
Profit/(loss) for the year from continuing operations 51 523 (177 428) Financial assets 3 076 2 210
Discontinued operations Retirement benefit surplus 2 007 1 838
Profit/(loss) for the year from discontinued operations 6 37 805 (22 147) Cash and bank balances 155 052 55 231
Profit/(loss) for the year 89 328 (199 575)
733 351 676 571
Attributable to: Assets classified as held for sale 6.1 – 151 967
Owners of the Company 61 326 (196 134)
From continuing operations 22 555 (174 677) Total assets 1 823 248 1 890 639
From discontinued operations 38 771 (21 457)
Non-controlling interests 28 002 (3 441) Equity and liabilities
Capital and reserves 1 087 491 1 008 644
From continuing operations 28 968 (2 751)
From discontinued operations (966) (690) Share capital and premium 226 271 226 271
Investment revaluation reserve 951 (2 860)
89 328 (199 575)
Foreign currency translation reserve 8.1 2 356 (2 577)
Items that will not be reclassified subsequently to profit or loss: Treasury shares (6 343) (7 032)
Remeasurement of post-employment medical aid obligation 192 61
Fair value loss arising on equity investments designated as at FVTOCI – (3 811) Share-based payment reserve 7 025 8 154
Items that will be reclassified subsequently to profit or loss: Retained earnings 784 168 725 566
Exchange differences on translating foreign operations 8.1 4 933 69 227
Equity attributable to owners of the Company 1 014 428 947 522
Other comprehensive income for the year, net of tax 5 125 65 477 Non-controlling interests 73 063 61 122
Total comprehensive income/(loss) for the year 94 453 (134 098) Non-current liabilities 421 757 502 252
Attributable to:
Owners of the Company 66 451 (130 657) Borrowings – interest-bearing 11 16 000 102 918
From continuing operations 27 680 (109 200) Lease liabilities 162 647 163 587
From discontinued operations 38 771 (21 457) Deferred tax liabilities 119 449 119 753
RTO obligation 72 610 68 915
Non-controlling interests 28 002 (3 441)
Obligations to return leased farmland 48 565 44 290
From continuing operations 28 968 (2 751) Post-employment medical aid obligation 2 486 2 789
From discontinued operations (966) (690)
Current liabilities 314 000 379 743
94 453 (134 098)
Basic earnings/(loss) per share Trade and other payables 57 057 82 229
From continuing operations (cents) 147.8 (1 144.3) Provisions 19 424 14 049
From discontinued operations (cents) 254.0 (140.6) Current tax liabilities 3 822 188
Total (cents) 401.8 (1 284.9) Borrowings – interest-bearing 11 219 734 270 793
Lease liabilities 9 345 8 124
Diluted earnings/(loss) per share
RTO obligation 4 618 4 360
From continuing operations (cents) 147.8 (1 144.3)
From discontinued operations (cents) 254.0 (140.6)
Total equity and liabilities 1 823 248 1 890 639
Total (cents) 401.8 (1 284.9)
01 02 03 04 05 06
Summary Consolidated Summary Consolidated

Statement of Cash Flows Statement of Changes in Equity
FOR THE YEAR ENDED 31 MARCH 2024 FOR THE YEAR ENDED 31 MARCH 2024
2024 2023 Share Foreign Share- Attributable

R’000 R’000 capital Investment currency based to owners Non-
and revaluation translation Treasury payment Retained of the controlling
Operating activities premium reserve reserve shares reserve earnings company interests Total
Operating profit/(loss) before interest and tax 157 146 (182 810) R’000 R’000 R’000 R’000 R’000 R’000 R’000 R’000 R’000
From discontinued operations 40 733 (31 043) Balance at
31 March 2022 226 271 951 (71 804) (1 779) 5 556 921 205 1 080 400 64 563 1 144 963
Adjustments for non-cash items: Loss for the year – – – – – (196 134) (196 134) (3 441) (199 575)
Depreciation and impairments 63 771 164 125 Other comprehensive
Change in fair value of biological assets (32 219) 11 427 income – (3 811) 69 227 – – 61 65 477 – 65 477
Change in fair value of investment property (1 305) (1 192)
Other non-cash items* (20 351) 12 133 Total comprehensive loss
for the year – (3 811) 69 227 – – (196 073) (130 657) (3 441) (134 098)
Operating cash flows before working capital changes 167 042 3 683 Treasury shares purchased – – – (5 253) – – (5 253) – (5 253)
Working capital changes* 39 817 (16 144) Share-based payment
expense – – – – 3 032 – 3 032 – 3 032
Cash generated from/(utilised in) operations 206 859 (12 461)
Share-based payment
Interest received 9 847 7 098
transfer – – – – (434) 434 – – –
Interest paid (47 187) (38 904)
Taxes paid (30 155) (1 778) Balance at
31 March 2023 226 271 (2 860) (2 577) (7 032) 8 154 725 566 947 522 61 122 1 008 644
Net cash flows generated from/(used in) operating activities 139 364 (46 045) Profit for the year – – – – – 61 326 61 326 28 002 89 328
Investing activities Other comprehensive
Proceeds on redemption of financial assets 102 1 income – – 4 933 – – 192 5 125 – 5 125
Advances of loans (1 110) – Total comprehensive
Receipts from loans 832 7 038 income for the year – – 4 933 – – 61 518 66 451 28 002 94 453
Proceeds on disposal of property, plant and equipment 168 278 1 723 Dividends paid – – – – – – – (15 300) (15 300)
Investment in property, plant and equipment (32 754) (77 346) Reserve realised on
Proceeds on disposal of investment property – 2 139 disposal of investments – 3 811 – – – (3 811) – – –
Investment in investment property (2 748) (298) Non-controlling interest
Disposal of subsidiary (71) – disposed of – – – – – – – (761) (761)
Funds advanced to joint venture and associate companies (863) (518) Treasury shares purchased – – – (720) – – (720) – (720)
Funds repaid by joint venture and associate companies 173 2 926 Share-based payment
Dividends received from associates and financial assets 3 3 560 expense – – – – 1 175 – 1 175 – 1 175
Share-based payment
Net cash flows generated from/(used in) investing activities 131 842 (60 775) vested – – – 1 409 (1 409) – – – –
Financing activities Share-based payment
Proceeds from loans and borrowings 44655 103 305 transfer – – – – (895) 895 – – –
Repayment of loans and borrowings (66954) (16 500) Balance at
Proceeds from general banking facilities 132 100 227 500 31 March 2024 226 271 951 2 356 (6 343) 7 025 784 168 1 014 428 73 063 1 087 491
Repayment of general banking facilities (255 100) (184 500)
Receipts from RTO obligation 6
522 3 744
Repayment of RTO obligation (1
488) (1 761)
Payment of lease liability (8
530) (7 310)
Purchase of treasury shares (720) (5 253)
Dividends paid – community partners (15 300) –
Net cash flows (used in)/generated from financing activities (164 815) 119 225
Net increase in cash and cash equivalents 106 391 12 405

Cash and cash equivalents at beginning of the year 55 231 42 826
Differences arising on foreign currency translation (6 570) –
Cash and cash equivalents at end of the year 155 052 55 231
* Refer to note 28.2 of the annual financial statements for disaggregation of values.
01 02 03 04 05 06
Summary Consolidated Segmental Analysis

FOR THE YEAR ENDED 31 MARCH 2024
Products and services from which reportable segments derive their revenues
Information reported to the Chief Executive Officer (chief operating decision maker) for the purposes of resource allocation and assessment of
segment performance, focuses on the types of goods or services delivered or provided, and in respect of the “sugar cane”, “deciduous fruit”,
“bananas”, “macadamias” and “property” operations. The Chief Executive Officer of the company has chosen to organise the group around
differences in products and services across its farming and property operations. Other revenue streams that have no direct bearing on crop or
property performance have been combined under “other operations”, which is disaggregated in note 1. “Unallocated” refers to specific income or
expense transactions, as well as assets and liabilities that cannot be readily allocated to one or more of the group’s reportable segments above.
Unallocated therefore refers to “head office” corporate income and expenses, as well as pure head office related assets or liabilities. Tax expense
is an unallocated corporate expense.
Total Total
Deciduous Other continuing discontinued
Sugar cane fruit Bananas Macadamias Property operations Head office operations operations Total
Year to 31 March 2024 R’000 R’000 R’000 R’000 R’000 R’000 R’000 R’000 R’000 R’000
Revenue – External 516 054 – 151 983 13 497 22 591 23 788 – 727 913 52 103 780 016
Operating profit before unallocated overheads 163 560 – 18 289 (49 120) (8 834) (2 673) (3 104) 118 118 38 388 156 506
Corporate expenses – – – – – – (57 251) (57 251) – (57 251)
Operating profit before biological assets 163 560 – 18 289 (49 120) (8 834) (2 673) (60 355) 60 867 38 388 99 255
Change in fair value of biological assets 41 523 – (1 908) 10 681 – – – 50 296 (18 077) 32 219
Operating profit after biological assets 205 083 – 16 381 (38 439) (8 834) (2 673) (60 355) 111 163 20 311 131 474
Gain on disposal of property, plant and equipment (317) – 125 295 – – 6 109 14 437 14 546
Loss on disposal of equity investments – – – – – – – – (65) (65)
Loss on disposal of subsidiary – – – – – – (623) (623) – (623)
Provision for employee relocations and land restoration – – – – – – – – 6 050 6 050
Expected credit losses on financial assets – – – – – – 2 447 2 447 – 2 447
Share of profit of joint venture and associates – – 3 317 – – – – 3 317 – 3 317
Investment income – – – – – – 12 149 12 149 4 12 153
Finance costs – – – – – – (52 329) (52 329) – (52 329)
Profit before tax 204 766 – 19 823 (38 144) (8 834) (2 673) (98 705) 76 233 40 737 116 970
Tax expense – – – – – – (24 710) (24 710) (2 932) (27 642)
Profit after tax 204 766 – 19 823 (38 144) (8 834) (2 673) (123 415) 51 523 37 805 89 328
Segmental assets 663 963 14 039 271 160 367 051 312 482 22 234 172 319 1 823 248 – 1 823 248
Segmental liabilities (310 086) (614) (138 504) (100 747) (167 043) (1 736) (17 027) (735 757) – (735 757)
Other information
Capital expenditure on property, plant and equipment 21 889 1 282 11 939 8 517 57 824 275 44 783 – 44 783
Depreciation and impairments 34 010 – 7 990 16 579 2 032 1 591 1 569 63 771 – 63 771
Change in fair value of investment property – – – – 1 305 – – 1 305 – 1 305
01 02 03 04 05 06
Summary Consolidated Segmental Analysis continued

Total Total
Sugar cane fruit Bananas Macadamias Property operations Head office operations operations Total
Year to 31 March 2023 R’000 R’000 R’000 R’000 R’000 R’000 R’000 R’000 R’000 R’000
Revenue – External 404 584 – 121 176 35 521 31 741 22 708 – 615 730 65 617 681 347
Operating loss before unallocated overheads 56 597 – (9 243) (125 923) 1 784 (1 400) – (78 185) (24 923) (103 108)
Corporate expenses – – – – – – (59 019) (59 019) – (59 019)
Operating loss before biological assets 56 597 – (9 243) (125 923) 1 784 (1 400) (59 019) (137 204) (24 923) (162 127)
Change in fair value of biological assets 32 246 – (2 970) (40 632) – – – (11 356) (71) (11 427)
Operating loss after biological assets 88 843 – (12 213) (166 555) 1 784 (1 400) (59 019) (148 560) (24 994) (173 554)
Gain on disposal of property, plant and equipment 1 009 – 67 (2) – (31) (52) 991 1 992
Provision for employee relocations and land restoration – – – – – – – – (6 050) (6 050)
Expected credit losses on financial assets – – – – – – (6 191) (6 191) – (6 191)
Share of profit of joint venture and associates – – 1 993 – – – – 1 993 – 1 993
Investment income – – – – – – 5 544 5 544 12 5 556
Finance costs – – – – – – (44 553) (44 553) – (44 553)
Loss before tax 89 852 – (10 153) (166 557) 1 784 (1 431) (104 271) (190 776) (31 031) (221 807)
Tax income – – – – – – 13 348 13 348 8 884 22 232
Loss after tax 89 852 – (10 153) (166 557) 1 784 (1 431) (90 923) (177 428) (22 147) (199 575)
Segmental assets 637 519 72 410 270 906 341 701 319 832 21 771 74 533 1 738 672 151 967 1 890 639
Segmental liabilities (286 269) (23 428) (143 578) (94 040) (189 641) (2 038) (143 001) (881 995) – (881 995)
Other information
Capital expenditure on property, plant and equipment 36 063 – 18 737 22 695 37 573 1 994 80 099 11 665 91 764
Depreciation and impairments 32 271 – 6 525 112 259 2 043 1 579 1 366 156 043 8 082 164 125
Change in fair value of investment property – – – – 1 192 – – 1 192 – 1 192
Information about geographical areas and customers

Refer to note 1 for information about the geographical areas where the group operates in, as well as an analysis of revenue by customer.
Inter-segment revenue
Total Total
Sugar cane fruit Bananas Macadamias Property operations Head office operations operations Adjustments Total
R’000 R’000 R’000 R’000 R’000 R’000 R’000 R’000 R’000 R’000 R’000
2024
Revenue – Internal – – – – – – 61 004 61 004 – (61 004) –
2023
Revenue – Internal – – – – – – 59 475 59 475 – (59 475) –
All segment revenue, expenses, assets and liabilities are all directly attributable to the segments. Internal segment revenue between Group segments are at arm’s length. All inter-segment transactions are eliminated on consolidation.
01 02 03 04 05 06
Notes to the Summary Consolidated Financial

Statements
1. Revenue 2024 2023

R’000 R’000
The following is an analysis of revenue for the year:
2024 2023 2. Depreciation and impairments
R’000 R’000
Depreciation
By reportable segment Property, plant and equipment 48 626 57 312
Continuing operations Right-of-use assets 14 551 13 440
Sugar cane 516 054 404 584 Impairments
Bananas 151 983 121 176 Property, plant and equipment 594 93 373
Macadamias 13 497 35 521 63 771 164 125
Property 22 591 31 741
Other operations 23 788 22 708 Attributable to:
Continuing operations 63 771 155 801
Lease rental 8 142 8 798 Discontinued operations – 8 324
Utility services related to property development 7 850 6 929
Tourism 7 796 6 981 63 771 164 125
Discontinued operations 3. Non-trading items
Deciduous fruit 52 084 65 594
Other operations Non-trading items cover those amounts that are usually capital in nature or not of an operational
Lease rental 19 23 nature.
780 016 681 347 Gains on disposals of property, plant and equipment
Gain on disposal – Vyeboom farms1 14 372 –
Timing of revenue recognition in terms of IFRS 15 771 855 672 526 Net gains on disposal – general items 109 992
At a point in time 764 005 665 597 Loss on disposal of subsidiary
Over time 7 850 6 929 Loss on disposal – Bellcro farming subsidiary2 (623) –
Provisions
Lease rental recognised in terms of IFRS 16 8 161 8 821
Provision for employee relocations and land restoration3 6 050 (6 050)
780 016 681 347 Expected credit losses (ECL)
Financial assets 2 447 (6 191)
By geographic segment
South Africa – continuing operations 466 957 398 824 22 355 (11 249)
South Africa – discontinued operation 52 084 65 594
Attributable to:
Foreign countries
Continuing operations 1 933 (5 200)
Eswatini 196 613 143 601
Discontinued operations 20 422 (6 049)
Zambia 50 865 37 807
Mozambique 13 497 35 521 22 355 (11 249)
780 016 681 347 1
The deciduous farms in the Western Cape, related movable assets and investments were sold for a consideration of R172 million. Of the R172 million
selling price, R2 460 was allocated to the Two-A-Day investments, R9.4 million to movable fixed assets and R162 million to the property and other
By customer percentage immovable fixed assets. A further R28 million was paid by the buyer in respect of reimbursement of agricultural expenses incurred by the Group in
Continuing operations relation to the preparation of the 2024 fruit harvest. The proceeds had been received in full by financial year end. Refer to note 6 for further
Sugar cane details.
– RCL Foods, Sugar and Milling 35% 33% 2
The investment in the subsidiary Bellcro Farming (Pty) Ltd was disposed of to the remaining shareholders on 1 October 2023, for no consideration.
– Illovo Sugar 31% 27% Refer to note 6.2 for a reconciliation of the loss on disposal of R0.6 million.
Bananas
3
Costs relating to the relocation of employees and restoration of the farm boundary provided for in the prior year were reversed. These costs which
the Group was required to incur prior to disposing of the deciduous Vyeboom farms in the Western Cape were instead factored in to the
– Lebombo Growers 17% 18%
consideration.
– Various 2% 0%
Macadamias
– Various 2% 5%
Property
– Various 3% 5%
Other operations
– Various 3% 3%
Discontinued operations
Deciduous fruit
– Two-A-Day 6% 7%
– Western Cape Fruit Processors 1% 2%
Other operations
– Various 0% 0%
100% 100%
01 02 03 04 05 06
Notes to the Summary Consolidated Financial Statements continued

2024 2023 6. Discontinued operations

R’000 R’000
During the prior reporting period, the directors resolved to dispose of the Group’s remaining deciduous farms in the Western Cape.
Consequently the deciduous operations were disposed of during the current year:
4. Investment income
1. The Groups 45% investment in Bellcro Farming was disposed of to the outside shareholder effective 1 October 2023. The six month
Interest received on bank deposits 7 507 2 820
results have been included in the statement of profit or loss in discontinued operations and the balance sheet has been de-consolidated.
Interest received on loans 2 967 2 666
Other interest income 1 577 – Refer to note 6.2.
Dividends received from unlisted equity investments 102 70 2. The Groups Vyeboom farms in the Western Cape including associated investments in Two-A-Day were disposed of effective
12 153 5 556 30 November 2023. Refer to note 6.3 for further details.
Attributable to: The above disposals constitute the disposal of a material reportable segment of the Group, therefore the results have been disclosed as a
Continuing operations 12 149 5 544 discontinued operation in the statement of profit or loss and cash flows for the year.
Discontinued operations 4 12
2024 2023
12 153 5 556 R’000 R’000
Statement of profit or loss

5. Finance costs Revenue 52 103 65 617
Interest on bank overdrafts and loans 35 511 27 364 Trading profit/(loss) before expected credit losses and depreciation and impairments 38 388 (16 598)
Interest on reversionary sale and transfer obligations 3 179 3 531 Expected credit losses – (1)
Interest on lease liabilities 13 547 13 452 Depreciation and impairments – (8 324)
Other interest expense 92 206
Operating profit/(loss) before biological assets 38 388 (24 923)
52 329 44 553 Change in fair value of biological assets (18 077) (71)
5.1 Net interest paid to Group’s bankers Operating profit/(loss) after biological assets 20 311 (24 994)
Interest received on bank deposits (note 4) 7 507 2 820 Non-trading items 20 422 (6 049)
Interest on bank overdrafts and loans (note 5) (35 511) (27 364)
Operating profit/(loss) after non-trading items 40 733 (31 043)
(28 004) (24 544) Investment income 4 12
Profit/(loss) before tax 40 737 (31 031)

Tax expense (2 932) 8 884
Profit/(loss) for the year from discontinued operations 37 805 (22 147)
Attributable to:
Trading results of discontinued operations 27 313 (22 147)
Gain on disposal of Vyeboom farms net of taxation 10 492 –
37 805 (22 147)
Statement of cash flows

Net cash generated by operating activities 61 746 17 977
Net cash generated by/(used in) investing activities 166 201 (11 637)
Net increase in cash and cash equivalents 227 947 6 340
01 02 03 04 05 06

2024 2023 2024 2023

R’000 R’000 R’000 R’000
6. Discontinued operations continued 7. Headline earnings/(loss) per share

6.1 Assets classified as held for sale Reconciliation of headline earnings/(loss)
Statement of financial position Profit/(loss) for the year attributable to owners of the company 61 326 (196 134)
Property, plant and equipment – 151 881
Financial assets: Equity investment – 86
From discontinued operations 38 771 (21 457)
– 151 967 Adjusted for:
Loss/(gain) on disposal of property, plant and equipment^ 40 (599)
6.2 Disposal of investment in subsidiary Gain arising on disposal of discontinued operations – Vyeboom Farms (14 372) –
During the current year, the Group disposed of its shareholding in Bellcro Farming (Pty) Ltd. Loss arising on disposal of subsidiary – Bellcro farming 623 –
The net assets disposed are as follows: Loss arising on impairment of property, plant and equipment^ 594 93 373
Financial assets 19 – Loss arising on changes in fair value of investment property 148 8
Deferred tax asset 708 – Associate and joint venture:
Inventories 251 – Gain arising on disposal of property, plant and equipment (1 334) (358)
Trade and other receivables 5 076 – Total tax effects of adjustments 4 029 (4 491)
Current tax receivable 208 – Headline earnings/(loss) 51 054 (108 201)
Cash and cash equivalents 71 –
Trade and other payables (2 017) – Attributable to:
Provisions (96) – Continuing operations 22 775 (86 744)
Loan (2 836) – Discontinued operations 28 279 (21 457)
Non-controlling interests (761) – 51 054 (108 201)
Net carrying value of subsidiary at disposal date 623 – Ordinary share performance
Loss on disposal of investments (623) – Number of shares in issue 15 264 317 15 264 317
Proceeds on disposal – – Weighted average number of shares (basic) 15 264 317 15 264 317
Less: cash and cash equivalents (71) – Diluted weighted average number of shares* 15 264 317 15 264 317
Net cash outflow on disposal of subsidiary (71) – Basic headline earnings/(loss) per share
From continuing operations (cents) 149.2 (568.3)
The Bellcro Farming results included in the statement of profit or loss are as follows: From discontinued operations (cents) 185.3 (140.6)
Statement of profit or loss
Total 334.5 (708.8)
Revenue 3 245 5 922
Diluted headline earnings/(loss) per share*
Operating loss before biological assets (769) (2 066)
From continuing operations (cents) 149.2 (568.3)
Change in fair value of biological assets (1 648) 292
From discontinued operations (cents) 185.3 (140.6)
Operating loss after biological assets (2 417) (1 774)
Total 334.5 (708.8)
Investment income 4 12
Ordinary dividends
Loss before tax (2 413) (1 762)
Dividends per share – final (cents) 200.0 –
Tax expense 656 506
Dividend cover (headline) (times) 1.7 –
Loss for the year from discontinued operations (1 757) (1 256) * Diluted headline earnings/(loss) per share was calculated on weighted average number of shares due to anti-dilutive effect of the employee share
option scheme.
^ Adjusted for non-controlling interest.
6.3 Gain on disposal of Vyeboom farms net of taxation
Proceeds 171 779 –
Less: carrying value of assets sold (153 181) –
Less: selling expenses (4 226) –
Gain on disposal of Vyeboom farms 14 372 –

Tax effect (3 880) –
10 492 –
01 02 03 04 05 06

2024 2023 2024 2023

R’000 R’000 R’000 R’000
8. Reserves 10. Biological assets

8.1 Foreign currency translation reserve 10.1 Growing crops
Balance at beginning of year (2 577) (71 804) Fair value
Exchange differences on translation of subsidiaries 4 933 69 227 Sugar cane 284 478 245 572
Deciduous fruit – 18 077
Balance at end of year 2 356 (2 577)
Bananas 20 076 21 984
Macadamias 29 538 17 725
The foreign currency translation reserve represents an accumulation of foreign currency translation differences, arising from the Group’s
translation and consolidation of its Mozambique and Zambia subsidiaries. 334 092 303 358
The Group translates these subsidiaries statements of financial position and profit or loss, at the spot and average rates respectively Analysis of fair values of growing crops:
based on their functional currencies of Meticais (MZN) and Kwacha (ZMW), versus the Group’s reporting currency of Rands (ZAR). Fair value at beginning of year 303 358 306 088
Gains/(losses) arising from changes attributable to volume and price: 32 219 (11 427)
Refer to note 9 for the prevailing foreign exchange rates that impact the Group.
41 523 32 246
During the current reporting period, the ZAR significantly weakened against the MZN. However, this was offset by a strengthening of the Sugar cane
ZAR against the ZMW. – (Loss)/gain arising from physical growth/yield (7 367) 2 067
– (Loss)/gain arising from area under crop to be harvested (9 286) 12 621
As a consequence, an equity increase of R4.9 million was recognised in the foreign currency translation reserve during the current – Gain arising from price changes 58 176 17 558
reporting period (2023: increase of R69.2 million).
(18 077) (71)
This equity increase represents an increased ZAR translated value of the Group’s investment in its Mozambique and Zambia subsidiary, Deciduous fruit
– Gain arising from physical growth/yield – 696
and is recorded in other comprehensive income, with no impact on profit or loss.
– (Loss)/gain arising from area under crop to be harvested (18 077) 79
– Loss arising from price changes – (846)
9. Exchange rates (1 908) (2 970)
Bananas
The statement of financial position is translated at the closing rate of exchange indicated below and the income statement is translated at – Gain arising from physical growth/yield 85 905
the average exchange rate. – Gain arising from area under crop to be harvested 1 714 2 182
2024 2023 – Loss arising from price changes (3 707) (6 057)
10 681 (40 632)

Rand/US Dollar closing 18.91 17.80 Macadamias
Rand/US Dollar average 18.74 17.00 – Gain/(loss) arising from physical growth/yield 10 040 (16 118)
Rand/Metical closing 3.42 3.62 – Gain/(loss) arising from price changes 641 (24 514)
Rand/Metical average 3.45 3.80
Rand/Kwacha closing 1.33 1.20 Effect of foreign currency exchange differences (1 485) 8 697
Rand/Kwacha average 1.16 1.02
Fair value at end of year 334 092 303 358
01 02 03 04 05 06

2024 2023 2024 2023

R’000 R’000 Type R’000 R’000
10. Biological assets continued 11. Borrowings – interest-bearing

10.2 Biological asset valuations General banking facilities Amortised cost – 123 000
The following key assumptions have been used in determining the fair value of Loans Amortised cost 235 734 250 711
biological assets:
235 734 373 711
Sugar cane
Expected area to harvest after 31 March Included in the financial statements as:
– South Africa (ha) 3 393 3 509 Non-current 16 000 102 918
– Eswatini (ha) 2 206 2 320 Current 219 734 270 793
– Zambia (ha) 406 429
235 734 373 711
Total area (ha) 6 005 6 258
11.1 Net debt
Estimated yields
Borrowings – interest-bearing 235 734 373 711
– South Africa (tons/ha) 96.6 101.5
Less: Cash and cash equivalents (155 052) (55 231)
– Eswatini (tons/ha) 95.5 100.4
– Zambia (tons/ha) 141.5 135.9 80 682 318 480
Weighted average 99.2 103.5
11.2 General banking facilities
Average maturity of crop at 31 March (1)
Rand Merchant Bank Demand and seasonal – 83 000
– South Africa (%) 64 64 Rand Merchant Bank Bridging – 40 000
– Eswatini (%) 64 64
– Zambia (%) 64 64 – 123 000
Estimated RV price/ton – South Africa(2) (Rands) 7 470 6 004
Estimated sucrose price/ton – Eswatini (Rands) 6 439 5 223 11.3 Loans
Estimated ERC price/ton – Zambia(3) (Rands) 6 407 6 229 Akwandze Agricultural Finance Revolving credit 31 081 24 517
Akwandze Agricultural Finance Term loan 8 000 10 000
Deciduous fruit Investec Bank Limited Term loan 5 435 24 579
Expected area to harvest after 31 March (ha) – 182 Grindrod Bank Limited Term loan 79 918 79 918
Estimated yields (tons/ha) – 63.8 First National Bank Eswatini Term loan 15 169 20 956
Average maturity of crop at 31 March(1) (%) – 83.1 AgDevCo Limited Term loan 96 131 90 741
Estimated net price per kg – apples and pears (Rands) – 3.58
Estimated packout 235 734 250 711
– Class 1 (%) – 43.7
– Class 2 (%) – 15.6 11.4 Utilisation of general banking facilities
– Class 3 (%) – 13.1
Total facility Utilised Repaid Available
– Juice (%) – 27.5
Type Interest rate R’000 R’000 R’000 R’000
Bananas
Expected area to harvest after 31 March 2024
– South Africa (ha) 509 486 Rand Merchant Bank Demand and seasonal Prime minus 0.65% 80 000 – – 80 000
– Eswatini (ha) 96 75 Rand Merchant Bank Bridging Prime plus 1.15% 40 000 – (40 000) –
Estimated yields First National Bank Eswatini Overdraft Prime 25 000 – – 25 000
– South Africa (tons/ha) 59.9 58.6
145 000 – (40 000) 105 000
– Eswatini (tons/ha) 57.2 60.1
Average maturity of crop at 31 March(1)
– South Africa (%) 50.0 50.0 2023
– Eswatini (%) 50.0 50.0 Rand Merchant Bank Demand and seasonal Prime minus 0.65% 100 000 (83 000) – 17 000
Estimated net price per carton Rand Merchant Bank Bridging Prime plus 1.15% 40 000 (40 000) – –
– South Africa (Rands) 89.16 102.76 First National Bank Eswatini Overdraft Prime 25 000 – – 25 000
– Eswatini (Rands) 98.65 105.96 165 000 (123 000) – 42 000
Macadamias
Expected area to harvest after 31 March (ha) 585 585
Estimated yields (tons/ha) 1.71 1.11
Average maturity of crop at 31 March(1) (%) 95 95
Estimated net price per ton (Rands) 42 025 39 129
Fixed and not subject to change, based on the Group’s accounting policy and harvest programme which are not expected to vary from year to year.
(1)
(2)
RV – Recoverable value
(3)
ERC – Estimated recoverable crystals
01 02 03 04 05 06

11. Borrowings – interest-bearing continued 12. Financial instruments disclosure

11.5 Utilisation of loans The following table provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped
into levels 1 to 3 based on the degree to which the fair value is observable or based on observable inputs:
Loan Available for
granted Utilised drawdown Fair Value instruments Other
Type Interest rate R’000 R’000 R’000 Carrying Amortised non-financial
value Level 1 Level 2 Level 3 cost^ instruments
2024 R’000 R’000 R’000 R’000 R’000 R’000
Akwandze Agricultural Finance Revolving credit Prime plus 1.0% 30 000 (30 000) –
Akwandze Agricultural Finance Term loan Prime 10 000 (10 000) – 2024
Investec Bank Limited Term loan Prime minus 0.5% 47 352 (47 352) – Financial instruments
Grindrod Bank Limited Term loan Prime 80 000 (79 918) 82 Equity investments 858 – – 858 – –
First National Bank Eswatini Term loan Prime plus 1.5% 40 000 (20 000) 20 000 Cash and bank balances 155 052 – – – 155 052 –
AgDevCo Limited(1) Term loan USD 8% 150 762 (96 131) 54 631 Trade and other receivables 105 088 – – – 64 202 40 886
358 114 (283 401) 74 713 Loans receivable 26 254 – – – 26 254 –
Loans to joint venture and associate 23 142 – – – 23 142 –
Trade and other payables (57 057) – – – (57 057) –
2023
Borrowings (235 734) – – – (235 734) –
Akwandze Agricultural Finance Revolving credit Prime plus 1.0% 25 000 (25 000) –
Reversionary sale and transfer
Akwandze Agricultural Finance Term loan Prime 10 000 (10 000) –
obligations (77 228) – – – (36 802) (40 426)
Investec Bank Limited Term loan Prime minus 0.5% 47 352 (24 579) 22 773
Lease liabilities (171 992) – – – (171 992) –
Grindrod Bank Limited Term loan Prime 80 000 (79 918) 82
Non-financial instruments
First National Bank Eswatini Term loan Prime plus 1.5% 40 000 (20 000) 20 000
Investment property 121 701 – 121 701 – – –
AgDevCo Limited(1) Term loan USD 8% 142 410 (90 741) 51 669
Biological assets 334 092 – – 334 092 – –
344 762 (250 238) 94 524
– 121 701 334 950 (232 935) 460
(1)
Includes the effects of foreign currency exchange differences.
2023
11.6 Financial covenants
Financial instruments
The following Group subsidiaries are subject to lender-imposed financial covenants, effective for the current reporting period.
Equity investments ** 900 – – 900 – –
31 March 2024 31 March 2023 Cash and bank balances 55 231 – – – 55 231 –
Trade and other receivables 159 383 – – – 113 206 46 177
AgDevCo Actual Actual Loans receivable 22 069 – – – 22 069 –
Murrimo Macadamias Lda Requirement Target times times Covenant times Covenant Loans to joint venture and associate 20 993 – – – 20 993 –
Trade and other payables (82 229) – – – (82 229) –
Interest Coverage Ratio ≥ 1.50 (6.70) Breach (10.25) Breach Borrowings (373 711) – – – (373 711) –
Debt Service Coverage Plus Cash Ratio ≥ 1.30 (6.00) Breach (6.64) Breach Reversionary sale and transfer
Net Debt divided by EBITDA < 4.00 (2.75) Breach (1.56) Breach obligations (73 275) – – – (32 566) (40 709)
Lease liabilities (171 711) – – – (171 711) –
On 30 April 2024, AgDevCo issued MML with a temporary financial covenant waiver until 31 March 2025, subject to conditions which Non-financial instruments
the Group has accepted. Investment property 114 118 – 114 118 – – –
Biological assets 303 358 – – 303 358 – –
The conditions to the waiver include equity injections by CBL, the implementation of a remedial action plan and the maintenance of a
“Debt Service Coverage Ratio” of at least 1, which replaces the previous obligation of 1.3. – 114 118 304 258 (448 718) 5 468
The terms of the loan agreement notwithstanding, due to the fact that the loan covenants were breached, the loan has been classified ^ Carrying value approximates fair value
as current. ** Includes balances disclosed in held for sale. Refer to note 6.1.
CBL has provided MML with a letter of continued financial support, to ensure that MML is able to meet its obligations as and when they The above assets are measured at fair value on a recurring basis.
become due and payable, over the next 12 months.
31 March 2024 31 March 2023
FNB Actual Actual

Crookes Plantations Limited Requirement Target times times Covenant times Covenant
Net Interest-Bearing Debt to EBITDA Ratio ≤ 2.50 0.10 Pass 0.80 Pass
EBITDA Interest Cover Ratio ≥ 4.00 27.30 Pass 9.30 Pass
Debt Service Cover Ratio > 1.30 7.20 Pass 6.10 Pass
Crookes Plantations Limited has passed all Financial Covenants for the current reporting and measurement period.
01 02 03 04 05 06

12. Financial instruments disclosure continued 12. Financial instruments disclosure continued
The following table gives information about how the fair values of these assets are determined (in particular, the valuation technique(s) and Level 3 measurements
inputs used). Biological assets measurement
Relationship of The Group’s growing crops are measured at fair value which is determined using estimated unobservable inputs and is categorised as
Fair value Fair value Valuation Significant unobservable level 3 under the fair value hierarchy. The unobservable inputs are disclosed in the fair value hierarchy. Changes in the fair value of
as at 2024 as at 2023 Fair value technique(s) and unobservable inputs to biological assets are included in profit or loss, with an increase of R32.2 million (2023: decrease of R11.4 million) being recognised in
Assets R’000 R’000 hierarchy key input(s) inputs to fair value fair value profit or loss in the current year. A reconciliation of the change in fair value for the year is included in note 10.1. The Group’s valuation
assumptions and inputs are disclosed in note 10.2.
Investment property 121 701 114 118 Level 2 Comparable sales None. None.
Sensitivity of the input to
method. Relevant
fair value
selling price per Significant Range of
square metre with Sensitivity analysis – biological assets unobservable inputs unobservable inputs % R’000
respect to similar
residential units or 2024
number of Sugar cane Price per ton RSA: R7 470 10% 33 323
bedrooms. Eswatini: R6 439
Zambia: R6 407
Financial assets: 858 900 Level 3 Fair value None. None.
equity investments approximates cost. Direct costs per ton RSA: R1 148 10% (4 876)
Eswatini: R892
Biological assets 334 092 303 358 Level 3 Recoverable value. Refer to sensitivity In arriving at the fair value,
Zambia: R847
Current estimated analysis below for the estimated price is
market prices for significant applied against the expected Tons per hectare (Yield) RSA: 96.6 10% 28 448
the following unobservable area to harvest, together Eswatini: 95.5
season, less the inputs. with the estimated yields and Zambia: 141.5
estimated costs of average maturity of the crop. Extraction rate RV %: 13.2% 0,5% 10 692
harvesting, The higher the estimated Sucrose %: 13.7%
transport, packing market price less the ERC %: 12.2%
and point-of-sale estimated costs, the higher
costs. the value of the biological Bananas Price per carton RSA: R89.16 10% 3 179
assets. Eswatini: R98.65
Property, plant and 1 591 375 1 742 200 Level 3 Independent Value per hectare A 10% change in the value Direct costs per carton RSA: R34.13 10% (1 171)
equipment – market external property determined per per hectare will result in a Eswatini: R29.29
value disclosure valuation. expert valuation. change to market value Tons per hectare (Yield) RSA: 59.9 10% 2 008
disclosed by R159.2 million. Eswatini: 57.2
Macadamias Price per ton R42 025 10% 3 779

Direct costs per ton R9 173 10% (825)
Tons per hectare (Yield) 1.71 10% 2 954
2023
Sugar cane Price per ton RSA: R6 004 10% 29 458
Eswatini: R5 223
Zambia: R6 229
Direct costs per ton RSA: R1 040 10% (4 901)

Eswatini: R912
Zambia: R621
Tons per hectare (Yield) RSA: 101.50 10% 24 558

Eswatini: 100.40
Zambia: 135.90
Extraction rate RV %: 13.2% 0,5% 9 292

Sucrose %: 13.5%
ERC %: 12%
01 02 03 04 05 06

12. Financial instruments disclosure continued 12. Financial instruments disclosure continued
Sensitivity of the input to Financial assets measurement
fair value
Significant Range of 2024 2023
Sensitivity analysis – biological assets unobservable inputs unobservable inputs % R’000 Number of Number of 2024 2023
Note shares held shares held R’000 R’000
Deciduous fruit Price per kg R3.58 10% 2 386
Direct costs per kg R0.85 10% (578) Equity investments: at FVTOCI
Tons per hectare (Yield) 63.8 10% 1 808 Elgin Co-operative Fruitgrowers 1 1 660 081 1 660 081 166 166
Packout %: Villiersdorp Co-operative** 2 343 571 330 311 687 661
Class 1 to juice 43.7% 10% (2 852) Other farming co-operatives and agri-businesses 2 – – 5 5
Class 1 to class 3 43.7% 10% (4 400) Two-A-Day Group** 3 – 3 111 000 – 68
Two-A-Day Vacation Station 4 – – – –
Bananas Price per carton RSA: R102.76 10% 3 352
Eswatini: R105.96 2 003 652 5 101 392 858 900
Direct costs per carton RSA: R35.22 10% (1 154) ** Prior year includes balances disclosed in held for sale. Refer to note 6.
Eswatini: R37.37
Management judgements
Tons per hectare (Yield) RSA: 58.6 10% 2 198
Eswatini: 60.1 1. The directors have assessed the fair value of this investment against the net asset value and share price extracted from the latest
available audited financial information for this company.
Macadamias Price per ton R39 129 10% 2 286
Direct costs per ton R8 801 10% (514) 2. These investments which are linked to the Group’s deciduous farms, are required to be sold back to the co-op at cost should the
Tons per hectare (Yield) 1.11 10% 1 772 Group exit its shareholding. Given that the exit price of the shares in the co-op is at cost, the directors assessment of fair value is
R687 142 (2023: R665 709).
A 10% sensitivity rate is used when reporting the fair value of the Group’s biological assets in so far as its fluctuations relating to
unobservable inputs. Although a 10% sensitivity is not always reflective of extreme year on year movements in unobservable inputs that 3. The Two-A-Day Group (“TAD”) investment which was linked to the Group’s deciduous farms, was sold as part of the Vyeboom farm
occur due to macro-economic, geo-political and climatic events outside of the Group’s control. and Bellcro Farming subsidiary disposals. Refer to note 6 for further details.
The impact of a change in each of the biological asset unobservable inputs up or (down) would give rise to a positive or (negative) effect 4. The Group held shares in an unlisted investment for purposes of an employee benefit scheme, in partnership with TAD. The
on pre-tax profit or loss. investment which was fully impaired in the prior year, was sold as part of the Vyeboom farm disposal. Refer to note 6 for further
details.
Sensitivity of the input to
fair value
Significant Range of
Sensitivity analysis – revenue receivables unobservable inputs unobservable inputs % R’000
2023
Deciduous fruit Price per ton R3.58 10% (4 958)
Packout %:
Class 1 to class 3 43.7% 10% (6 014)
The impact of a 10% decrease in the price or change in the packout of deciduous deliveries over year end (revenue receivables) will have
the above negative effect on pre-tax profit or loss.
The impact of a 10% change in the price of a carton of bananas has a negligible effect on pre-tax profit or loss.
Likewise, revenue proceeds from banana deliveries over year end are received within two weeks of the new financial year. The revenue is
essentially accrued for at this actual value received, hence there is no price movement due to the passage of time between accrual and
actual receipt.
01 02 03 04 05 06

2024 2023 15. Events after the reporting period

R’000 R’000
In April 2024, during the ordinary course of business, the property division signed an agreement with a Developer, for the sale of its
Renishaw Precinct shopping centre site. The sale is priced at R22.5 million (excl. VAT) and is conditional upon the installation of an
13. Budgeted capital expenditure estimated R14 million of infrastructure, funded by bank finance. An estimated net revenue of R8.5 million will be realised in the ordinary
Authorised by the directors but not yet contracted course of business. Subsequent to the sale of the shopping centre site, an agreement for the sale of the filling station site was concluded
– expansion and project development* 3 999 22 603 with another buyer for R6 million.
– improvement* 15 910 16 923
– replacement* 16 580 1 131 In June 2024, the Grindrod Bank (“Grindrod”) term loan of R80 million, due for settlement on 15 June 2024 was refinanced by Grindrod
– bearer asset planting* 24 526 30 413 for a further period of three months. Grindrod and the Group’s main bankers FirstRand Bank Limited have both expressed interest in
refinancing the term-loan to assist the Property division to fund some of its building costs associated with the next phase of its residential
61 015 71 070 development.
* Property, plant and equipment
On 6 June 2024, the instalment sale loan receivable related to the sale of the Group’s Strathmore farm in 2020, was early settled by the
purchaser. An amount of R13.4 million was received being full and final settlement of the remaining capital and interest owed.
14. Related party transactions and balances
There were no other major changes in the affairs or financial position of the Group or its subsidiary companies since the end of the
The Group, in the ordinary course of business, enters into various transactions with related parties. current reporting period.
Parties are related if one party can exercise joint control or exercise significant influence over the
other party in making financial and operating decisions. 16. Basis of preparation
Information regarding significant transactions with related parties is presented below. The summary consolidated financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting, SA Financial
Reporting Requirements, the requirements of the Companies Act 2008 of South Africa and the JSE Listings Requirements as applicable
Transactions are carried out on an arm’s-length basis. to summary financial statements. The historical cost basis is used except for investment property, biological assets and certain financial
Silverlands Mozambique Holdings Limited (Joint venture) instruments that are reported at fair value.
Management fees 2 617 2 309
Interest income 1 036 1 010 Accounting policies
Current account (16 753) (17 167) The accounting policies and methods of computation used in the preparation of the summary consolidated financial statements are in
Loan to joint venture 23 142 20 993
terms of the accounting standards and are consistent with those of the annual financial statements for the year ended 31 March 2023.
Lebombo Growers (Pty) Ltd (Associate)
Banana marketing and transport costs paid (51 078) (57 606)
17. Going concern
Dividend income – 3 538
Current account (2 632) (3 000) The Directors consider that the Group has adequate resources to continue operating for the foreseeable future and that it is therefore
Banana pool accrual 13 160 10 923 appropriate to adopt the going concern basis of accounting in preparing the Group Financial Statements.
Key management of Crookes Brothers Limited: Based on the financial performance of the Group, its cash flow projection to the end of March 2025, secured funding and positive
In terms of IAS 24 Related Party Disclosures, key management are solvency and liquidity tests, the Group will remain operational for the foreseeable future.
considered to be related parties.
– short-term employee benefits 25 291 22 610
– post-employment benefits 2 963 3 219
– share-based payments settled 797 –
– share-based payments expense 1 175 2 026
30 226 27 855
06
01 02 03 04 05 06
about us
governance our
summary consolidated shareholder
shareholder
environment
statements information
information
Shareholder
information
Shareholder profile 128
Shareholders’ diary 130
Notice of Annual General Meeting 131
Salient dates 131
Form of proxy 139
Notes to the form of proxy 140
Corporate information IBC
Shareholder profile
As at 31 March 2024 Number of % of issued
Beneficial shareholders with a holding greater than 3% of the issued shares Shares Capital
BNP Paribas (Custodian)* 6 838 444 44,80%

Ellingham Estate (Pty) Ltd 840 000 5,50%
Government Employees Pension Fund 737 584 4,83%
T.C.B Crookes Grand Childrens Trust 700 000 4,59%
Analysis of ordinary shareholders Camissa Asset Management 599 835 3,93%
Number of % of total Number % of issued Total 9 715 863 63,65%

Shareholder Spread shareholdings shareholdings of shares capital *Silverlands (SA) Plantations Sarl
1 – 1 000 431 64.91% 49 252 0.32% Total number of shareholdings 664

1 001 – 10 000 116 17.47% 470 917 3.09% Total number of shares in issue 15 264 317
10 001 – 100 000 99 14.91% 3 363 958 22.04%
100 001 – 1 000 000 17 2.56% 4 541 746 29.75% Share Price Performance
Over 1 000 000 1 0.15% 6 838 444 44.80%
Opening price 3 April 2023 R28,87
Total 664 100.00% 15 264 317 100.00% Closing price 28 March 2024 R27,99
Closing high for period R36,00
Number of % of total Number % of issued Closing low for period R24,50
Distribution of Shareholders shareholdings shareholdings of shares capital Number of shares in issue 15 264 317
Volume traded during period 497 054
Close corporations 3 0.45% 17 100 0.11% Ratio of volume traded to shares issued (%) 3,26%
Collective investment schemes 13 1.96% 822 632 5.39% Rand value traded during the period R15 688 487
Individuals 528 79.52% 1 559 917 10.22% Price/earnings ratio as at 28 March 2024 (14,44)
Other corporations 18 2.71% 7 804 310 51.13% Earnings yield as at 28 March 2024 (6,93)
Private companies 23 3.46% 1 448 903 9.49% Dividend yield as at 28 March 2024 0,00
Public companies 1 0.15% 165 338 1.08% Market capitalisation at 28 March 2024 R427 248 233
Retirement benefit funds 22 3.31% 779 446 5.11%
Trusts 56 8.43% 2 666 671 17.47% Non-public breakdown
Total 664 100.00% 15 264 317 100.00% – Directors and Prescribed Officers of the Company or any of its subsidiaries
Beneficial holders > 10% Count Holding %

Number of % of total Number % of issued
Shareholder type shareholdings shareholdings of shares capital BNP Paribas (Custodian)* 1 6 838 444 44,80%
Non-public shareholders 12 1.81% 7 984 230 52.31% 1 6 838 444 44,80%

Directors, Associates and Prescribed Officers 11 1.66% 1 145 786 7.51% * Silverlands (SA) Plantations Sarl
Shareholder > 10% of the shares in issue
(Silverlands (SA) Plantations S.A.R.L) 1 0.15% 6 838 444 44.80% Directors’ interests in Direct Indirect
Public shareholders 652 98.19% 7 280 087 47.69% share capital Count beneficial beneficial Associates Total %
Total 664 100.00% 15 264 317 100.00% TJ Crookes 2 – 925 532 – 925 532 6,06%
RGF Chance 5 800 100 000 – 100 800 0,66%
Fund managers with a holding greater Number % of issued KA Sinclair 1 6 666 77 136 – 83 802 0,55%
than 3% of the issued shares of Shares Capital N Naidoo 1 1 961 8 176 – 10 137 0,07%
9 9 427 1 110 844 – 1 120 271 7,34%

Camissa Asset Management 1 615 694 10.58%
Oasis Crescent Management Company 875 053 5.73%
Prescribed officers’ interests Direct Indirect
Total 2 490 747 16.32% in share capital Count beneficial beneficial Associates Total %
RF Niven 1 10 000 12 094 – 22 094 0,14%

LA Pretorius 1 228 3 193 – 3 421 0,02%
2 10 228 15 287 – 25 515 0,17%
Total Directors’ and prescribed

officers’ holdings 11 19 655 1 126 131 – 1 145 786 7,51%
Shareholders’ diary Notice of annual general

meeting
Notice is hereby given to shareholders as recorded in the Company’s securities register on Friday, 26 July 2024 that the 111th Annual General
Financial year-end March
Meeting of shareholders of Crookes Brothers Limited (“Crookes Brothers” or “the Company”), in respect of the financial year ended
Reports and profit statements Interim Financial Statements November 31 March 2024 will be held at the Premier Hotel, Cnr Herrwood Drive and Umhlanga Boulevard, Umhlanga Ridge on Friday, 30 August 2024.
Registration will commence at 10:00. Thereafter the Annual General Meeting will be held at 11:00 (“the Annual General Meeting”).
Annual Financial Statements June
Integrated Report July Salient dates

Annual General Meeting August 2024
Distributions Record date on which shareholders are recorded and are entitled to receive the notice of Annual General Meeting Friday, 26 July
Interim – declaration November
Date of posting of this notice of Annual General Meeting Wednesday, 31 July
– payable January
Last day to trade in order to be eligible to attend and vote at the Annual General Meeting Tuesday, 20 August
Final – declaration June
Record date to determine which shareholders are entitled to attend and vote at the Annual General Meeting Friday, 23 August
– payable August
For administrative purposes preferable date by which forms of proxy to be lodged by 11:00 on Wednesday, 28 August
Annual General Meeting of the Company to be held at 11:00 on Friday, 30 August
Results of the Annual General Meeting announced on SENS Friday, 30 August
PURPOSE
The purpose of the Annual General Meeting is to transact the business set out in the agenda below.
AGENDA
Presentation of Annual Financial Statements
To present the Audited Annual Financial Statements of the Company, including the reports of the Directors, Audit Committee, Social and Ethics
Committee and auditors for the year ended 31 March 2024.
The Summary Consolidated Financial Statements are included in the Integrated Report, to which this notice is attached, while the full set of
Audited Annual Financial Statements is available on the Company’s website at www.cbl.co.za.
To consider and, if deemed fit, approve, with or without modification, the following ordinary resolutions:
Note: For any of the ordinary resolutions numbers 1 to 5 to be adopted, 50% plus one vote of the voting rights exercised on each such
ordinary resolution must be exercised in favour thereof.
1. ORDINARY RESOLUTION NUMBER 1: RE-APPOINTMENT OF

EXTERNAL AUDITORS
“Resolved to authorise the Company to re-appoint, on the recommendation of the Audit Committee of the Company, the external
auditors, BDO South Africa Inc. with the designated auditor currently being Mr Ahmed Timol, until the conclusion of the next Annual
General Meeting.”
The reason for this ordinary resolution is that the Company, being a public listed Company, must have its financial results audited by an
auditor and such auditor must be appointed or re-appointed, as the case may be, each year at the Annual General Meeting of the
Company.
Notice of annual general meeting continued
2. ORDINARY RESOLUTION NUMBER 2: RE-ELECTION OF 5. ORDINARY RESOLUTION NUMBER 5: ENDORSEMENT OF THE

DIRECTORS COMPANY’S REMUNERATION IMPLEMENTATION REPORT BY
The Human Capital Committee of the Company assessed the performance of each of the retiring Directors and the Board of Directors WAY OF A NON-BINDING ADVISORY VOTE
considered the findings of the Human Capital Committee. Based on these findings, the Board recommends to shareholders the “Resolved to consider and endorse, by way of a non-binding advisory vote, the Company’s Remuneration Implementation Report.”
re-election of each of the retiring directors as set out in ordinary resolutions 2.1 to 2.2.
The reason for this ordinary resolution is to request shareholders to signify their approval of the Company’s Remuneration Implementation
2.1. The following Non-executive Director retires by rotation in terms of clause 24.7.1 of the Company’s MOI and, being eligible, offer Report by way of a non-binding advisory resolution as is provided for in the King IV Report on Governance for South Africa, 2016
himself for re-election, each by way of a separate vote. A brief curricula vita in respect of this Director is shown on page 29 of the (King IV Report). The report is outlined on page 59 of the 2024 Integrated Report to which this notice is attached.
2024 Integrated Report to which this notice is attached.
Note:
2.1.1. “Resolved that Mr LW Riddle, who retires by rotation in terms of the Company’s MOI and, being eligible and offering
himself for re-election, be and is hereby re-elected as a Non-executive Director of the Company.” Ordinary resolutions 4 and 5 are of an advisory nature only and failure to pass these resolutions will therefore not have any legal consequences
relating to existing remuneration arrangements, however, the Board will take the outcome of the votes on these resolutions into consideration
The reason for ordinary resolution number 2.1 is that the Company’s MOI and, to the extent applicable, the Companies Act require that a when considering amendments to the Company’s Remuneration Policy. Should either of the resolutions, or both, be opposed by 25% or more of
component of the Company’s Non-Executive Directors retire every year at the Company’s Annual General Meeting. the total number of votes exercisable by shareholders present or represented by proxy at the AGM, the Board will issue an invitation, included in
the announcement to shareholders advising of the results of the AGM, to be published on SENS by 30 August 2024, to those shareholders who
2.2. The following non-executive directors who have served for longer than nine years retire in terms of article 24.7.3 of the Company’s
voted against the applicable resolution to engage with the Company at a meeting scheduled for this purpose.
MOI and, being eligible, offer themselves for re-election. Brief curriculum vitae in respect of the retiring Directors are shown on
page 29 of the 2024 Integrated Report to which this notice is attached. To consider and, if deemed fit, approve, with or without modification, the following special resolutions:
2.2.1. “Resolved that Mr RGF Chance, who retires in terms of the Company’s MOI and, being eligible and offering himself for Note: For any of the special resolutions numbers 1 to 3 to be adopted, at least 75% of the voting rights exercised on each such special
re-election, be and is hereby re-elected as a Non-executive Director of the Company.” resolution must be exercised in favour thereof.
2.2.2. “Resolved that Mr TJ Crookes, who retires in terms of the Company’s MOI and, being eligible and offering himself for
re-election, be and is hereby re-elected as a Non-executive Director of the Company.” 6. SPECIAL RESOLUTION NUMBER 1: AUTHORITY TO REPURCHASE
2.2.3. “Resolved that Mr TK Denton, who retires in terms of the Company’s MOI and, being eligible and offering himself for
OWN SHARES
re-election, be and is hereby re-elected as a Non-executive Director of the Company.” “Resolved that the Company or any subsidiary of the Company, as the case may be, subject to the Companies Act, the company’s MOI
and the JSE Listings Requirements, may repurchase ordinary shares issued by the Company, provided that this authority shall be valid
2.2.4. “Resolved that Mr G Vaughan-Smith, who retires in terms of the Company’s MOI and, being eligible and offering himself for only until the date of the next Annual General Meeting of the Company or for 15 (fifteen) months from the date of the resolution,
re-election, be and is hereby re-elected as a Non-executive Director of the Company.” whichever is the shorter, and may be varied by a special resolution at any general meeting of the Company at any time prior to the
Annual General Meeting.”
The reason for ordinary resolution number 2.2 is that the Company’s MOI requires that a Director who has served on the Board for longer
than nine years must retire every year at the Company’s Annual General Meeting and be subject to re-election by shareholders. It is recorded that the Company or any subsidiary of the Company may only make a general repurchase of ordinary shares if:
3. ORDINARY RESOLUTION NUMBER 3: RE-ELECTION OF THE • any such acquisition of ordinary shares is effected through the order book operated by the JSE trading system and done without any
prior understanding or arrangement between the Company and the counter-party;
MEMBERS OF THE AUDIT COMMITTEE • the Company is so authorised by its MOI;
“Resolved that the following independent Non-executive Directors be and are hereby individually re-elected, by way of a separate vote, • the repurchases are made at a price no greater than 10% (ten percent) above the volume weighted average of the market value for
as members of the Audit Committee until the conclusion of the next Annual General Meeting of the Company: such securities for the 5 (five) business days immediately preceding the date on which the repurchase is effected;
• at any point in time, the Company may only appoint one agent to effect any repurchases on the Company’s behalf;
3.1 Subject to the passing of ordinary resolution number 2.2.1, Mr RGF Chance;
• the Company or its subsidiaries do not repurchase securities during a prohibited period defined in terms of the JSE Listings
3.2 subject to the passing of ordinary resolution number 2.2.2, Mr TJ Crookes; and Requirements, unless it has a repurchase programme in place where the dates and quantities of securities to be traded during the
relevant period are fixed (not subject to any variation) and has been submitted to the JSE, in writing, prior to the commencement of the
3.3 Mrs F Mall. prohibited period. The Company will instruct an independent third party, which makes its investment decisions in relation to the
Company’s securities independently of, and uninfluenced by, the Company, prior to the commencement of the prohibited period to
Brief curriculum vitae in respect of these directors are shown on page 29 of the 2024 Integrated Report to which this notice is attached. execute the repurchase programme submitted to the JSE;
• a paid press announcement, containing full details of such repurchases is published as soon as the Company has repurchased
The reason for this ordinary resolution is that the Company, being a public listed company, must elect an Audit Committee and the ordinary shares constituting, on a cumulative basis, 3% (three percent) of the number of securities in issue prior to the repurchases and
Companies Act requires that the members of such Audit Committee be re-elected, at each Annual General Meeting of the Company. for each 3% (three percent), on a cumulative basis, thereafter; and
• acquisitions of the Company’s securities by the Company or its subsidiaries in the aggregate in any one financial year may not exceed
4. ORDINARY RESOLUTION NUMBER 4: ENDORSEMENT OF THE 5% (five percent), in the case of a repurchase by the Company and 5% (five percent) in the case of a purchase by a subsidiary, of the
COMPANY’S REMUNERATION POLICY BY WAY OF A

Company’s issued share capital from the date of the grant of this general authority.
NON‑BINDING ADVISORY VOTE

In terms of the general authority given under this special resolution, any acquisition of ordinary shares shall be subject to:
• the Companies Act;

“Resolved to consider and endorse, by way of a non-binding advisory vote, the Company’s Remuneration Policy.”
• the JSE Listings Requirements and any other applicable stock exchange rules, as may be amended from time to time;
The reason for this ordinary resolution is to request shareholders to signify their approval of the Company’s Remuneration Policy by way • the sanction of any other relevant authority whose approval is required in law; and
of a non-binding advisory resolution as is provided for in the King IV Report on Governance for South Africa, 2016 (“King IV Report”).
• a resolution by the Board that it authorises the repurchase, that the Company passed the solvency and liquidity test and that since the
The policy is outlined on pages 55 and 56 of the 2024 Integrated Report to which this notice is attached. test was done there have been no material changes to the financial position of the Company or the Group.
7. SPECIAL RESOLUTION NUMBER 2: REMUNERATION OF

After having considered the effect of any repurchases of ordinary shares pursuant to this general authority, the Directors of the Company
in terms of the Companies Act and the JSE Listings Requirements, confirm that they will not undertake such repurchase of ordinary
shares unless at the time that the contemplated repurchase is to take place: NON‑EXECUTIVE DIRECTORS
• the Company and its subsidiaries will be able to pay their debts as they become due in the ordinary course of business for a period of The Directors have proposed that there be a 6% increase in the Non-executive Directors’ fees for the financial year ending March 2025,
12 (twelve) months after the date of the notice of the Annual General Meeting; considering there was no increase in the previous two financial years.
• the consolidated assets of the Company and its subsidiaries, fairly valued in accordance with International Financial Reporting
Standards, will be in excess of the consolidated liabilities of the Company and its subsidiaries for a period of 12 (twelve) months after “Resolved in accordance with section 66(9) of the Companies Act, that unless otherwise determined by the Company in a general
the date of the notice of the Annual General Meeting; meeting, the annual fees payable by the Company to Non-Executive Directors be approved with effect from 1 April 2024, as follows:”
• the Company and its subsidiaries will have adequate capital and reserves for the ordinary business purposes of the Company and its
Current Proposed
subsidiaries for a period of 12 (twelve) months after the date of the notice of the Annual General Meeting; and
Rands per annum 2024 2025
• the working capital available to the Company and its subsidiaries will be sufficient for the Group’s ordinary business purposes for a
period of 12 (twelve) months after the date of the notice of the Annual General Meeting.
Board
Explanatory note and reason for special resolution number 1 Chairman
Other Non-executive Board members
553 875
249 244
587 108
264 199
The reason and effect of this special resolution is to enable the Company or a subsidiary of the Company to repurchase shares for
allocation to participants in terms of the Deferred Bonus Scheme. Audit Committee
Chairman 132 930 140 906
The Company’s MOI contains a provision allowing the Company or any subsidiary of the Company to repurchase securities issued by the Other members 55 388 58 711
Company. This is subject to the approval of the shareholders in terms of the Company’s MOI and the JSE Listings Requirements.
Human Capital Committee
The Directors of the Company are of the opinion that it would be in the interests of the Company to approve such general authority for Chairman 49 849 52 840
the repurchase of shares for use in terms of The Crookes Brothers Deferred Bonus Scheme (“DBS”) and thereby allow the Company or Other members 33 235 35 229
any subsidiary of the Company, to be in a position to repurchase the securities issued by the Company through the order book of the
Risk Committee*
JSE, should the market conditions and price justify such action.
Chairman 49 849 –
Repurchases will only be made after careful consideration where, in the opinion of the Directors, repurchases are in the best interests of Other Non-executive Board members 33 235 –
the Company and the Group. Social and Ethics Committee
Chairman 49 849 52 840
Disclosures required in terms of paragraph 11.26 of the JSE Listings Requirements: Other Non-executive Board members 33 235 35 229
The following additional information, some of which may appear elsewhere in this Integrated Report, is provided in terms of the Agricultural Committee
JSE Listings Requirements for purposes of the special resolution: Chairman 49 849 52 840
Other Non-executive Board members 33 235 35 229
Directors of the Company – pages 28 and 29 of this Integrated Report
Major shareholders – page 129 of this Integrated Report * Effective 1 April 2024, the Board delegated all risk governance to the Audit Committee.
Directors’ interest in the Company’s shares – page 129 of this Integrated Report All fees are paid quarterly in arrears.
Company’s share capital – pages 128 and 129 of this Integrated Report
Reason for and effect of special resolution number 2
Directors’ responsibility statement
The reason for this special resolution is to obtain prior approval from shareholders in accordance with the Companies Act for the payment
The Directors, whose names are given on pages 28 and 29 of this Integrated Report, collectively and individually accept full responsibility of the Non-executive Directors’ fees and the effect will be that the Non-executive Directors will be paid in accordance with this resolution.
for the accuracy of the information pertaining to the special resolution number 1, and certify that to the best of their knowledge and belief
there are no facts that have been omitted which would make any statement false or misleading and that all reasonable enquiries to
ascertain such facts have been made and that the aforementioned special resolution contains all the information required by the JSE.
8. SPECIAL RESOLUTION NUMBER 3: FINANCIAL ASSISTANCE IN
TERMS OF SECTION 44 OF THE COMPANIES ACT
Material change “Resolved that, to the extent required by the Companies Act, the Board of Directors of the Company may as a general approval, subject
Other than the facts and developments reported on in this Integrated Report, there have been no material changes in the financial to compliance with the requirements of the Company’s MOI and the Companies Act, each as presently constituted and as amended from
or trading position of the Company or its subsidiaries since the Company’s financial year end and the signature date of this time to time, authorise the Company to provide direct or indirect financial assistance, by way of loans, guarantees, the provision of
Integrated Report. security or otherwise, to any person for the purpose of, or in connection with, the subscription of any option, or any securities (as such
term is defined in the Companies Act), issued or to be issued by the Company or a related or inter-related Company, or for the purchase
of any securities of the Company or a related or inter-related Company on the basis that the Board of Directors of the Company is
satisfied that following the provision of the financial assistance, the solvency and liquidity tests referred to in section 4 of the Companies
Act will, as required in terms of section 44 (3)(b)(i) of the Companies Act, be met and that the terms under which the financial assistance
is proposed to be given, as contemplated in section 44 (3)(b)(ii) of the Companies Act, are fair and reasonable to the Company and
accordingly pass a resolution to this effect.
Such authority is valid for a period of two (2) years commencing on the date of approval of this special resolution.”
Reason for and effect of special resolution number 3 VOTING AND PROXIES
The reason for and effect of this special resolution is to grant the Directors the authority to provide financial assistance to any company or All shareholders are entitled to attend and vote at the Annual General Meeting. Shareholders who hold their shares in certificated form or who are
corporation which is related or inter-related to the Company and/or to any financier for the purpose of or in connection with the own name registered dematerialised shareholders who are unable to attend the Annual General Meeting, but who wish to be represented thereat,
subscription or purchase of options, shares or other securities in the Company or any related or inter-related company or corporation. are requested to complete and return the attached form of proxy so as to be received by the Company at any time prior to commencement of
the Annual General Meeting and also at the time of the Annual General Meeting, or with the Company’s transfer secretaries 48 hours prior to the
This means that the Company is authorised, inter alia, to grant loans to its subsidiaries and to guarantee and furnish security for the debt Annual General Meeting being Friday, 30 August 2024. Shareholders who have dematerialised their shares through a Central Securities
of its subsidiaries where any such financial assistance is directly or indirectly related to a party subscribing for options, shares or securities Depository Participant (“CSDP”) or broker, other than by own name registration, who wish to attend the Annual General Meeting, should instruct
in the Company or its subsidiaries. their CSDP or broker to issue them with the necessary authority, being a letter of representation, to attend the meeting, in terms of the custody
agreement entered into between such shareholders and their CSDP or broker. Shareholders who have dematerialised their shares through a
A typical example of where the Company may rely on this authority is where a subsidiary raised funds by way of issuing preference
CSDP or broker, other than by own name registration who wish to vote by way of proxy, should provide their CSDP or broker with their voting
shares and the third-party funder requires the Company to furnish security, by way of a guarantee or otherwise, for the obligations of its
instructions, in terms of the custody agreement entered into between such shareholders and their CSDP or broker. These instructions must be
subsidiary to the third-party funder arising from the issue of the preference shares.
provided to their CSDP or broker by the cut-off time or date advised by their CSDP or broker for instructions of this nature.
9. SPECIAL RESOLUTION NUMBER 4: FINANCIAL ASSISTANCE TO Forms of proxy and/or letters of representation may be presented at any time prior to commencement of the Annual General Meeting and also at
RELATED AND INTER-RELATED COMPANIES IN TERMS OF the Annual General Meeting, but to enable the Company to ensure prior to the Annual General Meeting that a quorum will be present at the
Annual General Meeting, it would be helpful if proxy forms and/or letters of representation could be delivered to the Company or the Company’s
SECTION 45 OF THE COMPANIES ACT Transfer Secretaries 48 hours prior to the Annual General Meeting, being 11:00 on Friday, 30 August 2024.
“Resolved that, to the extent required by the Companies Act, the Board of Directors of the Company may as a general approval, subject
to compliance with the requirements of the Company’s MOI and the Companies Act, each as presently constituted and as amended from IDENTIFICATION OF ANNUAL GENERAL MEETING PARTICIPANTS
time to time, authorise the Company to provide direct or indirect financial assistance to a related or inter-related company on the basis
Please note that in terms of section 63 (1) of the Companies Act, meeting participants (including proxies) are required to provide reasonably
that the Board of Directors of the Company is satisfied that following the provision of the financial assistance, the solvency and liquidity
satisfactory identification before being entitled to attend or participate in a meeting. Forms of identification include valid identity documents,
tests referred to in section 4 of the Companies Act will, as required in terms of section 45 (3)(b)(i) of the Companies Act, be met and that
driver’s licences and passports.
the terms under which the financial assistance is proposed to be given, as contemplated in section 45 (3)(b)(ii) of the Companies Act are
fair and reasonable to the Company and accordingly pass a resolution to this effect.
Such authority is valid for a period of two (2) years commencing on the date of this special resolution.”
Reason for and effect of special resolution number 4

The reason for and effect of this special resolution is to obtain the necessary approvals from shareholders to allow the Company to
provide financial assistance to the Company’s related or inter-related companies in accordance with the provisions of section 45 of the
Companies Act, as and when required. This means that the Company is, inter alia, authorised to grant loans to its subsidiaries and to
guarantee the debt of its subsidiaries.
This special resolution does not authorise the provision of financial assistance to a Director and/or Prescribed Officer of the Company.
In terms of and pursuant to the provisions of sections 44 and 45 of the Companies Act, the Directors of the Company confirm that the
Board will satisfy itself, after considering all reasonably foreseeable financial circumstances of the Company, that immediately after
providing any financial assistance as contemplated in special resolutions numbers 3 and 4:
• the assets of the Company (fairly valued) will equal or exceed the liabilities of the Company (fairly valued) (taking into consideration the
reasonably foreseeable contingent assets and liabilities of the Company);
• the Company will be able to pay its debts as they become due in the ordinary course of business for a period of 12 (twelve) months;
• the terms under which any financial assistance is proposed to be provided, will be fair and reasonable to the Company; and
• all relevant conditions and restrictions (if any) relating to the granting of financial assistance by the Company as contained in the
Company’s MOI have been met.
A member who is entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy to attend, speak and, on a poll, vote in
his/her stead. The proxy need not be a member of the Company.
Proxy forms may be presented any time prior to or at the Annual General Meeting and also at the Company’s registered office, or the Company’s
Transfer Secretary at the addresses as stated on the inside back cover of the 2024 Integrated Report, 48 hours before the commencement of the
Annual General Meeting being 11:00 on Friday, 30 August 2024.
By order of the Board,
Highway Corporate Services (Pty) Limited

Company Secretary
Umhlanga Ridge
31 July 2024
Form of proxy
Crookes Brothers Limited
Incorporated in the Republic of South Africa
Company Registration number 1913/000290/06
Share code: CKS ISIN: ZAE000001434
(“Crookes Brothers” or the “Company”)
ANNUAL GENERAL MEETING

For use only by certificated shareholders, own name registered dematerialised shareholders, Central Securities Depository Participants’ (“CSDP”)
nominee companies and brokers’ nominee companies at the Annual General Meeting of shareholders to be held at the Premier Hotel,
Cnr Herrwood Drive and Umhlanga Boulevard, Umhlanga Ridge, 11:00 on Friday, 30 August 2024.
Dematerialised shareholders other than by own name registration, must not complete this form of proxy and must provide their CSDP or broker
with their voting instructions, or alternatively, should they wish to attend the Annual General Meeting themselves, they may request the CSDP or
broker to provide them with a letter of representation in terms of the custody agreement entered into between such shareholders and their CSDP
or broker.
I/We ................................................................................................................................................................................................. (block capitals)
of .............................................................................................................................................................................................................. (address)
being a member(s) of the above-named company and entitled to vote,
do hereby appoint ................................................................................ of ...............................................................................................................
or failing him/her ................................................................................... of ...............................................................................................................
or failing him/her the Chairman of the Annual General Meeting as my/our proxy to vote for me/us and on my/our behalf at the Annual General
Meeting of the Company to be held on Friday, 30 August 2024, or at any adjournment thereof.
I/We hereby direct that my/our proxy shall exercise his/her discretion as to the manner in which he/she votes, except as indicated below.
Mark with X where applicable
Agenda Item For Against Abstain
1. Re-appointment of external auditors
2.1.1. Re-election of Non-executive Director – LW Riddle
2.2.1. Re-election of Non-executive Director – RGF Chance
2.2.2. Re-election of Non-executive Director – TJ Crookes
2.2.3. Re-election of Non-executive Director – TK Denton
2.2.4. Re-election of Non-executive Director – G Vaughan-Smith
3.1. Re-election of Audit Committee member – RGF Chance
3.2. Re-election of Audit Committee member – TJ Crookes
3.3. Re-election of Audit Committee member – F Mall
4. Endorsement of the Company’s Remuneration Policy – Non-binding advisory vote
5. Endorsement of the Company’s Remuneration Implementation Report – Non-binding advisory vote
6. Special resolution number 1 – Authority to repurchase own shares
7. Special resolution number 2 – Remuneration of Non-executive Directors
Special resolution number 3 – Authority to grant financial assistance in terms of section 44 of the
8. Companies Act
Special resolution number 4 – Authority to grant financial assistance to related and inter-related
9. parties in terms of section 45 of the Companies Act
Signed at .............................................................. on this ............................................... day of ..................................................................... 2024

Signature .................................................................................... Number of shares ................................................................................................
Annual General Meeting luncheon invitation

Shareholders are advised that a luncheon will be served at the Premier Hotel, Cnr Herrwood Drive and Umhlanga Boulevard, Umhlanga Ridge,
after the conclusion of the Annual General Meeting. In order to assist with catering requirements shareholders are requested to complete this
catering notification card and scan and mail it to Phumla Ngcongo at [email protected].
I/We, being a member/members of the above-named Company, wish to attend the Annual General Meeting of the Company to be held on Friday,
30 August 2024 and would like to/cannot attend the shareholders’ luncheon.
RSVP: No later than Friday, 23 August 2024
Signature:.................................................................................... Number of people:................................................................................................
Corporate information
Notes to the form of proxy
1. A Shareholder may insert the name of a proxy or the names of two alternative proxies of the Shareholder’s choice in the space(s) provided.
The person whose name appears first on this form of proxy and who is present at the General Meeting will be entitled to act as proxy to the
exclusion of those whose names follow. Company name: Crookes Brothers Limited
Registered office: 2nd floor Ridge 6

2. A proxy appointed by a Shareholder in terms hereof may not delegate his authority to act on behalf of the Shareholder to any other person.
20 Ncondo Place
3. A Shareholder’s instructions to the proxy must be indicated by the insertion of the relevant number of votes exercisable by the Shareholder Umhlanga Ridge
in the appropriate box provided. Failure to comply with the above will be deemed to authorise the proxy to vote or abstain from voting at the 4319
General Meeting as he deems fit in respect of all the Shareholder’s votes exercisable thereat.
Telephone: 031 001 5400
4. Forms of proxy must be lodged at or posted to Computershare Investor Services Proprietary Limited, Rosebank Towers, 15 Biermann
E-mail: [email protected]
Avenue, Rosebank, 2196, South Africa (Private Bag X9000, Saxonwold, 2132) or emailed to [email protected], to be received by
not later than 11:00 on Wednesday, 28 August 2024 or not less than 48 hours before the recommencement of any adjourned or postponed Website: www.cbl.co.za
meeting, or 10 minutes before the General Meeting is due to commence or recommence.
JSE Share code: CKS
5. The completion and lodging of this form of proxy will not preclude the relevant Shareholder from attending the General Meeting and
Company registration number: 1913/000290/06
speaking and voting in person thereat to the exclusion of any proxy appointed in terms hereof, should such Shareholder wish to do so.
In addition to the foregoing, a Shareholder may revoke the proxy appointment by: (i) cancelling it in writing, or making a later inconsistent Company Secretary: Highway Corporate Services (Proprietary) Ltd
appointment of a proxy and (ii) delivering a copy of the revocation instrument to the proxy, and to Crookes Brothers. The revocation of a
proxy appointment constitutes a complete and final cancellation of the proxy’s authority to act on behalf of the Shareholder as at the later of Business address: 14 Hillcrest Office Park
the date stated in the revocation instrument, if any; or the date on which the revocation instrument was delivered in the required manner. 2 Old Main Road
Hillcrest
6. The Chairman of the General Meeting may reject or accept any form of proxy which is completed and/or received, otherwise than in
Postal address: PO Box 1319
accordance with these notes, provided that, in respect of acceptances, the Chairman is satisfied as to the manner in which the
Shareholder (s) concerned wish(es) to vote. Hillcrest
3650
7. Each Shareholder is entitled to appoint one or more proxies (none of whom need be a Shareholder) to attend, speak and vote in place of
Telephone: 031 765 4989
that Shareholder at the General Meeting.
E-mail: [email protected]
8. Documentary evidence establishing the authority of a person signing this form of proxy in a representative capacity must be attached to this
form of proxy unless previously recorded by Crookes Brothers or the Transfer Secretaries or waived by the chairman of the General Meeting. Transfer Secretaries: Computershare Investor Services (Proprietary) Limited
9. Any alteration or correction made to this form of proxy must be initialled by the signatory(ies). Business address: Rosebank Towers, 15 Biermann Ave
Rosebank
10. Where there are joint holders of Shares: 2196
10.1 any one holder may sign this form of proxy; and Postal address: Private bag X9000
Saxonwold
10.2 the vote of the senior (for that purpose seniority will be determined by the order in which the names of Shareholders appear in the
2132
Register) who tenders a vote (whether in person or by proxy) will be accepted to the exclusion of the vote(s) of the other joint
holder(s) of Shares. Telephone: 011 370 5000
11. The form of proxy may be used at any adjournment or postponement of the General Meeting, including any postponement due to a lack of Telefax: 011 688 5200
quorum, unless withdrawn by the Shareholder.
Auditors: BDO South Africa Inc.
Attorneys: Livingston Leandy Inc.
Bankers: FirstRand Bank Limited
Sponsor: Questco Corporate Advisory Proprietary Limited
140 | CROOKES BROTHERS LIMITED INTEGRATED REPORT 2024

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2024

Scope of the report Contents

Our Vision and Values

CROOKES BROTHERS LIMITED INTEGRATED REPORT 2024 | 1

R727.9 a R8m operating profit in

million Cash generated Capital and reserves

401.8 334.5 200.0

Dear Shareholders, On 8 September 2023 Bravura presented

Report of the Board continued

Sugar prices remained strong across all

The Group structure 12

Our Business model 14

The Group strategy 16

An investment for the long term 18

Our Board of Directors 28

Our Executive Committee 31

Crookes Brothers is already seen by investors as a

The Group profile

2024 2023 400000

Our WESTERN CAPE

Macadamias Western Cape KZN Mpumalanga 4 000

Bellcro Farming, Renishaw Coastal Libcro Farming,

The Group structure

Mpambanyoni Farm 100% Scottburgh, KZN 493 Owned 21 018 5 261

Chamotte Farm 100% Malelane, Mpumalanga 69 Leased 4 136 1 413

Marketing agent and

30 ha developed and 32 units 4 rental

Our business model

Defining our Our resources Our purpose is PILLAR

The Group strategy

To make a meaningful contribution to the

• Maintain geographic dispersion to mitigate

Pillar The long term

Four their customers recommend to family

Do what is Strategic Offer industry

synergies through centralisation and economies of scale

business times because of their tendency to

Total assets per share Net asset value per share

An investment for the long term continued

3 A portfolio that is diversified across regions and crops

• ensure a variety of climatic zones

In South Africa, the Group is

Community owned Group owned

■ South Africa 64% ■ Sugar cane 71%

An investment for the long term continued

Using the long-term bank funding Also, at our eSwatini Estate we

Total assets per share

An investment for the long term continued

A PP ROXIM A TE REV ENUE EXP OSURE BA SED ON

An investment for the long term continued

■ Patterson Grade D1 and above

Our Board of Directors A B C D E

Larry Richard Tim Tim Farzanah

Gary Vaughan- Thembi Kennett Nigel

Our Executive Committee

Our operating environment 34

What is our operating environment?

It is the habitat, the domain and surroundings within

Our operating environment

Our operating environment continued

“To make a significant impact on the