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Directors' report

To the shareholders of Telkom SA SOC Ltd (Telkom)

The Directors have pleasure in submitting the annual financial statements of the Group and Company for the year ended 31 March 2026.

The Directors confirm that Telkom complies with the provisions of the Companies Act, 71 of 2008 (as amended) and the laws of establishment, specifically relating to its incorporation; and it operates in compliance with its memorandum of incorporation and all relevant constitutional documents.

Nature of business

Telkom is an integrated communications and information technology service provider for South Africa.

Financial results

Total profit for the year ended 31 March 2026 for continuing operations was R3 548 million (31 March 2025: R2 783 million for continuing operations and R4 720 for discontinued operation) representing basic earnings per share of 719.5 cents for continuing operations (31 March 2025: 566 cents for continuing operations and 962 cents for discontinued operation) and headline earnings per share of 708.5 cents for continuing operations (31 March 2025: 467.5 cents for continuing operations and 77 cents for discontinued operation). Full details of the financial position and results of the Group are set out in the accompanying audited annual financial statements.

Dividends

The Group's revised dividend policy provides for an annual dividend payout of 40% to 60% (previously 30% to 40%) of Free Cash Flow (FCF), subject to a solvency and liquidity assessment in accordance with sections 4 and 46 of the Companies Act. No interim dividend is envisaged due to the seasonal nature of Telkom's cash flows. The policy also provides for the declaration of a special dividend, at the Board's discretion, arising from non-recurring transactions or corporate actions that may result in additional cash proceeds.

Details of the final dividend in respect of the year ended 31 March 2026 are included under events after the reporting period in note 13 of the accompanying annual financial statements.

Impact of the geopolitics

The global energy shock due to geopolitical conflict has increased macro-economic volatility, resulting in higher oil prices, currency fluctuations and inflationary pressures that could constrain consumers' disposable income. The Group has assessed the potential impact of the global energy shock and details of the assessment are included in note 2.3 of the accompanying annual financial statements.

Subsidiaries, associates and other investments

Particulars of the material subsidiaries of the Group are set out in note 12.1 of the accompanying annual financial statements.

The attributable interest of the Group in the after-tax earnings of its subsidiaries for the year ended 31 March 2026 were:

  31 March
2026
Rm
31 March
2025
Rm
Aggregate amount of profit after taxation 1 205 1 786
From continued operations 1 205 1 210
From discontinued operation 576

Share capital

Details of the authorised, issued and unissued share capital of the Company as at 31 March 2026 are contained in note 9.1 of the accompanying annual financial statements.

Share repurchases

There were no share repurchases in FY2026.

Borrowing powers

Telkom's Directors, subject to permitted encumbrance undertakings as outlined in its financing agreements, may mortgage or encumber Telkom's property, or any part thereof, and issue debt, whether secured or unsecured, whether outright or as security for other debt, liability or obligation of Telkom or any third party. For this purpose, the borrowing powers of Telkom are unlimited, but are subject to compliance with financial covenants set forth in its financing agreements.

Capital expenditure and commitments

Details of the Company and Group's capital commitments on property, plant and equipment as well as intangible assets are set out in note 5.1 and note 5.2 of the accompanying annual financial statements.

Events after the reporting date

Events subsequent to the reporting date are set out in note 13 of the accompanying annual financial statements.

Directorate

There were no appointments and/or resignations from 1 April 2025 to the date of this report.

The Board of Directors as at the date of this report is as follows:

  • MG Qhena (Chairperson);
  • S Taukobong (Group Chief Executive Officer);
  • N Dlamini (Group Chief Financial Officer);
  • M Booi;
  • O Ighodaro;
  • B Kennedy;
  • KP Lebina;
  • PCS Luthuli;
  • EG Matenge-Sebesho;
  • M Msimang;
  • KA Rayner;
  • IO Selele;
  • SP Sibisi;
  • H Singh; and
  • SH Yoon.

Details of each Director may be found on our investor relations website.

Directors' interest

At 31 March 2026, the following Directors held a beneficial interest in the shares of Telkom SA SOC Ltd:

Executive Directors Shares
S Taukobong 322 283

Non-executive Directors
M Booi 3 000
KA Rayner 2 500

Subsidiary Directors
BN Apleni 17 917
NM Lekota 157 085
H Motlekar 82 473
LM Siyo 12 974
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