Contribution to headline earnings 30 June
2025
R million
30 June
2024
R million
 RCL Foods 1 119 855
 Heineken Beverages
    – entity contribution (50) (573)
    – IFRS 3 charge (22)
 Siqalo Foods
    – entity contribution 467 452
    – IFRS 3 charge (2) (2)
Rainbow 469 145
Capevin (3) 79
2 000 934

RCL Foods Limited

(RCL Foods)

Effective interest: 79.6%

Profile: RCL Foods is one of South Africa’s leading food manufacturers, producing a broad basket of branded and private label food products in multiple categories, from household staples to value-added and speciality offerings.

In the comparative period RCL Foods was a holding company with diversified interests that focused on two divisions: Food (Groceries, Baking and Sugar) and Rainbow (Chicken, including Epol Animal Feed and operates Waste-to-Value facilities which process effluent water and other waste materials to produce electricity, heat, and recycled water). On 1 July 2024, the Foods and Rainbow divisions separated into independent companies. Rainbow Chicken Limited (Rainbow) was separately listed at the end of June 2024 and unbundled by RCL Foods with effect from 1 July 2024.


Corporate information

Market cap at 30 June 2025: R9 867 million
Listed on: JSE Limited
Chief Executive Officer: P D Cruickshank
Remgro nominated directors: C P F Vosloo, L Zingitwa

 

Sustainability measures

CSI spend: R22 million
Training spend: R50 million
Number of employees: 10 500
BBBEE status: Level 3
Environmental aspect: Scope 1 and 2 emissions of 551 309 tonnes CO2e
 Financial highlights Year ended 30 June
2025
R million
2024(1)
R million
%
change
 Revenue 26 494 26 017 1.8
 Operating profit 1 918 1 638 17.1
 Underlying headline earnings 1 306 1 137 14.8
 Headline earnings 1 397 1 083 29.0
(1) Comparatives restated for continuing operations as Rainbow was unbundled and Vector was disposed of.

For the year ended 30 June 2025, RCL Foods’ headline earnings increased by 29.0% to R1 397 million (2024: R1 083 million). Remgro’s share of the headline earnings amounted to R1 119 million (2024: R855 million).

RCL Foods’ revenue from continuing operations for the year ended 30 June 2025 was largely flat at a 1.8% increase to R26 494 million (2024: R26 017 million); however, the underlying EBITDA for 30 June 2025 was a 7.9% increase to R2 391 million (2024: R2 216 million).

The Groceries business unit (Culinary, Pet Food and Beverages) delivered an improved result driven by a favourable product mix in pet food with more focus placed on premium brands, savings resulting from Net Revenue Management (NRM) and Continuous Improvement (CI) initiatives, overall production efficiencies, and reduced load shedding. Revenue increased by 1.8% to R5 410 million (2024: R5 313 million) while underlying EBITDA increased by 19.1% to R592 million (2024: R497 million) with underlying margins improving from 9.4% to 10.9%. The Culinary category delivered improved margins, despite volumes declining by 3.6%. NRM and CI savings, a reduction in load shedding costs, together with a focus on building brand proposition in the market, contributed towards overall margin improvement. Despite volumes declining by 4.9%, Pet Food’s turnaround was largely attributable to savings initiatives and reduced load shedding. Beverage delivered a result that was ahead of last year, despite volumes remaining under pressure, down 16.1% largely following the decision to discontinue certain unprofitable product lines.

The Baking business unit (Bread, Buns & Rolls, Milling, Pies and Speciality) has seen a strong turnaround across all operating units, largely driven by operational efficiencies and volume growth. Revenue increased by 1.8% to R9 298 million (2024: R9 137 million) while underlying EBITDA increased by 55.0% to R800 million (2024: R516 million) with underlying margins improving from 5.6% to 8.6%. The Bread, Buns and Rolls business delivered a significant improvement in underlying EBITDA, with modest volume growth of 1.3%. This is due to operational efficiencies in the bakeries and cost savings through their CI initiatives. Despite lower volumes (down 2.6% compared to the comparative year), Milling delivered a strong performance due to a more favourable sales mix and overall improved margins. Pies delivered an improvement in profit through distribution and production cost savings from its CI initiatives. Speciality has recorded good performance, with higher volumes which drove improved plant utilisation.

The Sugar business unit’s (Sugar, Molatek, Molasses-based animal feed) results are lower than in the comparative year. Revenue decreased by 0.8% to R11 712 million (2024: R11 811 million) while underlying EBITDA decreased by 24.3% to R963 million (2024: R1 272 million) with underlying margins declining from 10.8% to 8.2%. The industry faced pressure in the second half of the year largely due to reduced consumer demand and a substantial increase in imports. The Molatek operating unit delivered good results, driven by a favourable sales mix and improved operational efficiencies.

Heineken Beverages Holdings Limited

(Heineken Beverages)

Effective interest: 18.8%

Profile: Heineken Beverages was formed on 26 April 2023 following the merger of Heineken South Africa, Distell Group Holdings Limited (Distell) and Namibia Breweries Limited (Namibia Breweries). The company’s brand portfolio includes the global flagship brand Heineken® as well as many other world-class brands, such as Savanna, Windhoek Lager and Nederburg. Heineken Beverages is firmly rooted in Southern Africa, directly employing over 6 000 people.


Corporate information

Equity valuation at 30 June 2025: R35 868 million
Unlisted
Chief Executive Officer: J Borrut
Remgro nominated directors: J J Durand, P R Louw, J Sendzul (alternate)

 

Sustainability measures

CSI spend: R50 million
Training spend: R49 million
Number of employees: 6 133
BBBEE status: Level 4
Environmental aspect: Scope 1 and 2 emissions of 87 500 tonnes CO2e
 Financial highlights Twelve
months to 31 December 2024
Eight
months to
31 December 2023
R million R million
 Revenue (including excise duty) 54 118 34 938
 Operating profit/(loss) before additional IFRS 3 adjustments 1 836 (6 216)
 Loss before additional IFRS 3 adjustments (11) (6 630)

Heineken Beverages has a December year-end and its results for the 12 months to 30 June 2025 were included in Remgro’s results for the year under review. Heineken Beverages’ contribution to Remgro’s headline earnings for the year under review amounted to a loss of R50 million (2024: loss of R595 million). These results include amortisation and depreciation charges of R22 million in the comparative year compared to Rnil for the year under review, relating to the additional assets identified when Remgro obtained significant influence over Heineken Beverages during the 2023 financial year. Excluding the Remgro IFRS 3 charges, the loss attributable to Remgro would be R50 million (2024: loss of R573 million).

Heineken Beverages’ headline earnings for the 12 months ended 30 June 2025, amounted to a loss of R268 million (June 2024: loss of R3 047 million). These results include amortisation and depreciation charges of R747 million (after tax) (June 2024: R1 369 million) relating to the additional assets identified when Heineken Beverages obtained control over Distell and Namibia Breweries on 26 April 2023 (IFRS 3 adjustments). Excluding the IFRS 3 adjustments headline earnings of Heineken Beverages amounts to R479 million profit (June 2024: loss of R1 678 million).

The integration of the standalone constituents of Heineken Beverages was completed during the 2024 calendar year, positioning Heineken Beverages as a strong challenger with a competitive, multicategory business model. Excluding Namibia Breweries, Heineken Beverages achieved high single-digit percent volume and revenue growth for the six months ended 31 December 2024 and Namibia Breweries achieved strong mid-teens percent volume and revenue growth. During this same period beer achieved low-teens percent volume growth, led by brands Heineken®, Windhoek and Amstel.

For the six months ending 30 June 2025, revenue grew by a mid-single-digit percent. Total consolidated volume declined by a low-single-digit percent, while beer volume grew by a low-single-digit percent. In South Africa, beer volume stabilised, improving as the six-month period progressed. Market share also stabilised in the second half of the period, led by brands Heineken® and Amstel. The RTD (ready-to-drink) brand Bernini grew by more than 30%, partially offsetting a decline in the cider and RTD portfolio. Wines and spirits volume declined in the teens percent amidst active adjustment of the portfolio in a competitive environment.

In Namibia, volume grew by a high-single-digit percent, gaining market share, and led by Windhoek Lager and Savanna. Outside of South Africa and Namibia particularly strong growth was delivered in Kenya, led by the spirits brands and in Tanzania led by brand Heineken®, as both markets leveraged the advantages of a multi-category beverage portfolio.

Sustained investment in support of core brands across the portfolio will continue during the rest of the year. Focused efforts to reduce variable and fixed costs, which have delivered commendable results to date, will remain a priority.

Siqalo Foods Proprietary Limited

(Siqalo Foods)

Effective interest: 100.0%

Profile: Siqalo Foods manufactures spreads which it sells under market-leading trade marks.


Corporate information

Equity valuation at 30 June 2025: R6 416 million
Unlisted
Managing Director: R Plumbley
Remgro nominated directors: J J du Toit, L Zingitwa, S P May

 

Sustainability measures

CSI spend: R5 million
Training spend: R3 million
Number of employees: 255
BBBEE status: Level 1
Environmental aspect: Scope 1 and 2 emissions of 32 047 tonnes CO2e
 Financial highlights Year ended 30 June
2025
R million
2024
R million
%
change
 Revenue 3 715 3 594 3.4
 Operating profit 595 575 3.4
 Headline earnings 467 452 3.3

Siqalo Foods manufactures spreads, which are sold under marketleading trade marks such as Rama, Flora, Stork and Rondo within the Southern African customs union territories.

Siqalo Foods’ contribution to Remgro’s headline earnings for the year under review amounted to R467 million (2024: R452 million), excluding additional IFRS 3 amortisation of R2 million (2024: R2 million) accounted for by Remgro.

The trading environment remains constrained due to low economic growth, a constrained consumer and volatile commodity prices and exchange rates. The business increased prices in March 2025 to offset commodity cost drivers and to recover profit margins. A focussed savings agenda allowed the business to offset inflationary cost pressure and increase brand marketing investments that enabled the business to drive profitable volume growth resulting in a 1.1% increase in volumes and a 1.7% increase in operational EBITDA for the year under review.

There was a negative R2 million (2024: negative R5 million) impact of IFRS 9 fair value adjustment on commodity and foreign exchange contracts entered as part of the raw material procurement strategy. IFRS 9 fair value adjustments are excluded from operational EBITDA.

The spreads category growth remains constrained with an increase of 0.5% in volume over the last 12 months in comparison to the prior year. Siqalo Foods’ market share performance remains steady in the category, with a slight decline of 0.8% on its 12-month moving average volume market share to 58.0% as at 30 June 2025 (2024: 58.8%). The business focus for 2025 and 2026 remains to drive profitable volume and brand growth in the long term.

A management services contract remains in place with RCL Foods that governs certain services that RCL Foods’ Shared Services platform provides to Siqalo Foods on an arm’s length basis.

Rainbow Chicken Limited

(Rainbow)

Effective interest: 80.0%

Profile: Rainbow has three divisions: Chicken, Animal Feed, and Waste-to-Value (W2V) operations.

Rainbow Chicken division is a South African integrated poultry producer that offers a variety of chicken products, including frozen, fresh, and further-processed added-value options. Its brands include Rainbow Fresh (chicken products), Farmer Brown (cage-free and fed a vegetarian diet), Rainbow Ready to Go products (for food service channels), and Rainbow Simply Chicken (such as viennas and polonies).

The Animal Feed division produces grain-based feeds for a variety of animal species under the Epol brand. Products are supplied directly or via partner resellers, both in bulk and bagged form. The Driehoek Feeds brand serves the game industry.

Rainbow holds a 50% interest in Matzonox, which operates W2V facilities located in Worcester and Rustenburg. These facilities process effluent water and other waste materials to produce electricity, heat, and recycled water.


Corporate information

Equity valuation at 30 June 2025: R3 688 million
Listed on: JSE Limited
Chief Executive Officer: M P Stander
Remgro nominated directors: P R Louw, W O van Wyk

 

Sustainability measures

CSI spend: R6 million
Training spend: R19 million
Number of employees: 9 995
BBBEE: Level 6
Environmental aspect: Scope 1 and 2 emissions of 380 458 tonnes CO2e
 Financial highlights Year ended 30 June
2025
R million
2024
R million
%
change
 Revenue 15 838 14 527 9.0
 Operating profit 697 336 107.5
 Headline earnings 585 180 224.3

For the year ended 30 June 2025, Rainbow’s headline earnings increased by 224.3% to R585 million (2024: R180 million). Remgro’s share of the headline earnings amounted to R469 million (2024: R145 million).

This was Rainbow’s inaugural year as a standalone and listed entity. In the comparative year, Rainbow was part of RCL Foods, which was unbundled and listed at the end of June 2024. Revenue increased by 9.0% to R15 838 million (2024: R14 527 million), driven primarily by stronger sales performance in the Chicken division. EBITDA increased by R422 million to R1 059 million (2024: R637 million), with the EBITDA margin improving to 6.7% from 4.4%.

In the Chicken division, revenue increased by 9.6% to R13 969 million (2024: R12 746 million), EBITDA increased by 102.8% to R685 million (2024: R338 million), while EBITDA margin increased from 2.7% to 4.9%. The improvement is mainly attributed to higher sales volumes due to enhanced capacity at the Hammarsdale processing plant, partially offset by pricing. Other factors include continued improvements in agricultural and operational performance, lower commodity input costs, coupled with a reduction in expenses related to load shedding and Avian Influenza. Lower quick service restaurant volumes were largely offset by a strong performance in the retail, wholesale, and sundry channels.

In the Animal Feed division, revenue increased by 2.8% to R7 389 million (2024: R7 186 million), EBITDA increased by 30.0% to R329 million (2024: R253 million), while EBITDA margin increased from 3.5% to 4.5%. A continued focus on feed quality, optimising the customer value proposition and recovering poultry volumes, post the outbreak of Avian Influenza in the comparative year, resulted in a 5.3% increase in volumes. The volume increase was partially offset by softer selling prices due to lower commodity prices. Capital investments made in the feed mills contributed to improved processing and reliability. This, together with reduced load shedding drove plant efficiency and throughput.

In the Waste-to-Value Division, revenue increased by 6.1% to R102 million (2024: R96 million), EBITDA increased by 16.9% to R37 million (2024: R32 million), while EBITDA margin increased from 33.1% to 36.5%. However, the division produced an operating loss of R30 million (2024: immaterial loss). Despite improvement in operational performance during the year, the Rustenburg facility continues to experience significant challenges relating to the feedstock supply and accumulated poultry bedding in the digester, which is causing blockages and reducing biogas production efficiency. These operational challenges, together with the non-renewal of the green gas certificates and other adverse impacts on revenue, have resulted in an impairment of R33 million.

Capevin Holdings Proprietary Limited

(Capevin)

Effective interest: 33.6%

Profile: Capevin was unbundled from Distell at the end of April 2023 as part of the Heineken/Distell transaction. With the disposal of the Gordon’s Gin brand to Diageo during the previous financial year, the largest remaining asset of Capevin is the Scotch whisky business – CVH Spirits. The company owns award-winning brands which include the single malt trade marks of Bunnahabhain, Deanston, Tobermory and Ledaig as well as the blended Scotch whiskies of Scottish Leader and Black Bottle.


Corporate information

Equity valuation at 30 June 2025: R3 342 million
Unlisted
Chief Executive Officer: R O’Rahilly
Remgro nominated directors: J J du Toit, S Crouse, M Lubbe, L Zingitwa

 

Sustainability measures

CSI/Training spend: R2 million
Number of employees: 298
Environmental aspect: Total energy of 6 004 tonnes CO2e across distilleries, blending and bottling operations
 Financial highlights Year ended 30 June
2025
R million
2024
R million
%
change
 Revenue from continuing operations 1 923 2 659 (27.7)
 Operating profit 98 285 (65.6)
 Profit from continuing operations (8) 236 (103.4)

Capevin’s contribution to Remgro’s headline earnings, which consists of Remgro’s portion of Capevin’s results for the year ended 30 June 2025, amounted to a loss of R3 million while the comparative 12 months to 30 June 2024 amounted to a profit of R79 million.

With regards to Gordon’s Gin, all the contractual volumes were successfully achieved in the previous financial year and the deferred portion of the Termination Consideration amounting to R300 million was accordingly received in the prior year. The total termination consideration received from Diageo in the previous financial year amounted to R1 billion and the Gordon’s Gin business was included under discontinued operations in the results of the previous financial year.

In addition to the Scotch whisky assets, Capevin also owns a small number of properties in Stellenbosch from which it earns rental income.

Capevin’s operating profit for the 2025 financial year, excluding any impairments and also proceeds from Gordon’s Gin in the previous financial year, decreased by 65.6% to R98 million. This decrease is primarily driven by the exit of the distribution of wine and Amarula brands and the global decline of the premium spirits industry and the Scotch whisky category. Capevin previously managed the sales, distribution and marketing of wine (e.g. Nederburg) and Amarula on behalf of Heineken Beverages in their international markets and at the beginning of the current financial year, these brands were carved out and returned to Heineken Beverages. Sales of wine and Amarula contributed approximately 20.6% (R503 million) of total revenue in the comparative year. On a normalised basis, excluding wine and Amarula, net revenue decreased by 10.8% compared to the prior year.

In addition to the financial impact of exiting the distribution of wine and Amarula products, the overall Scotch whisky sector saw a significant decline in global sales compared to the previous financial year. Moderation trends and ongoing geopolitical and macroeconomic uncertainty coupled with high inflation and interest rates significantly impacted consumers where continuous cost pressure along with a decrease in disposable income resulted in softer demand and downtrading.

In particular, Capevin’s biggest Scotch whisky markets of Taiwan, the USA and China delivered a decline in revenue as consumers continued to spend cautiously. Similar trends have been reported by the large multinational spirits companies where other spirits categories (e.g. Cognac) have seen significant declines in the core markets of China and the USA. Despite the volatile and challenging global trading environment, certain of CVH Spirits’ Scotch whisky brands performed resiliently. Scottish Leader in Taiwan delivered a strong performance and continues to maintain its position as the second-largest blended Scotch brand in the country (Taiwan being the fourth most valuable Scotch Whisky market globally). Both Scottish Leader and Deanston also managed to increase its market share in Taiwan in a declining market. Revenue and profit generated from our Brandhomes at Bunnahabhain, Deanston and Tobermory increased by double digits.

Disciplined management of operating expenditure, which reduced 13% from the prior year, helped to offset some of the topline challenges and this area remains a key priority while the company navigates through the current challenging trading environment. In response to these challenging trading conditions, management initiated a restructuring of the business during April 2025 to further reduce overall headcount and costs whilst strengthening our frontend commercial sales capability. As a result, a once-off restructuring cost of R21 million was incurred in the current financial year. The leaner structures will enable a more focused and agile standalone Scotch whisky business. Despite the current challenging trading conditions, CVH Spirits believes that its portfolio of premium single malts with its scarcity, availability of aged liquid, unique points of differentiation, and strong heritage, presents a compelling proposition for consumers.

Capevin paid a dividend of R1 per share in December 2024 from the surplus cash generated from the disposal of Gordon’s Gin, with Remgro receiving R73 million.