Integrated Annual Report 2025

Directors' report

Principal activities of the Company

Retail

Italtile Limited ("Italtile" or "the Company" or "the Group"), headquartered in Bryanston, Johannesburg, is a leading manufacturer, retailer and franchisor of tiles, bathroomware and related products in South Africa.

Franchising

The Group operates as a franchisor, featuring a streamlined parent operation focused on growing market share and fostering entrepreneurial opportunities through its franchise and joint venture programmes.

The Group is represented via its high-profile branded retail outlets, Italtile Retail, CTM and TopT, which cater to homeowners across the income spectrum, holding appeal for market segments ranging from the premium upper-end to entry-level consumers. These stores are situated on high-visibility sites and/or close to underserviced markets, and their comprehensive offerings position them as onestop solution destinations. The Group also has an online presence, with webstores operating for all retail brands and across multiple territories. Ranges include ceramic and porcelain wall and floor tiles, sanitaryware, bathroom furniture, brassware, fittings, accessories, laminate and vinyl flooring, shower enclosures, paint, home-finishing products, lighting, décor and tools.

As at 30 June 2025, the store network comprised 210 stores, including seven webstores (2024: 208 stores, including seven webstores), situated in Southern and East Africa. Direct webstore sales continue to represent a minor component within overall retail sales.

Property investment

Underpinning the retail network is an extensive property portfolio. The Group derives important strategic advantage by supporting its brands with high-profile prime sites that enhance Italtile's positioning as a destination retailer. The Group's manufacturing operations comprise well-maintained state-of-the-art factories which are supplied with high-quality raw materials sourced from productive quarries.

Supply chain

The Group's vertically integrated supply chain includes International Tap Distributors (“ITD”), an importer and distributor of brassware and accessories, and Cedar Point, an importer and distributor of sanitaryware, laminated and vinyl boards, shower enclosures, bathroom furniture and décor. The Group holds a controlling interest in both of these businesses. ITD and Cedar Point service the Italtile Retail, CTM and TopT retail network.

The Group's Distribution Centre, which has facilities in KwaZulu-Natal and the Western Cape, sources imported products and provides warehousing and distribution facilities to CTM, Italtile Retail and TopT. It is also responsible for arranging import services, logistics and foreign exchange for the Group's retail brands as well as ITD and Cedar Point.

Manufacturing

Ceramic Industries (Pty) Ltd ("Ceramics")

The Group holds an effective 99,12% stake in Ceramics, its largest supplier of tiles, sanitaryware and baths. Ceramic delivers tactical advantages by supporting the Group's growth programme through the supply of local high-quality, affordable products.

Ezee Tile Adhesive Manufacturers (Pty) Ltd ("Ezee Tile")

The Group holds an effective 99,12% stake in this business, a national manufacturer of grout, adhesive and related products.

Statements of responsibility

The responsibilities of the Group's directors are detailed in the directors' responsibility statement.

Audit and risk committee

The Audit and Risk Committee report, which discusses the responsibilities of this Committee and how these were discharged during the year, appears here.

Financial review

In the changing global environment, over-capacity and subdued demand have exerted pressure on tile manufacturers worldwide. As many global manufacturers seek to find alternative markets, some countries in Southern Africa have applied tariffs. These, together with dumping in South Africa, have led to increased competition in our domestic markets.

In the context of South Africa's subdued economy, consumer confidence and spend in the building and construction sector remained muted.

System-wide turnover

System-wide turnover across the Group decreased by 2% to R11,3 billion (2024: R11,5 billion) driven by a small increase in retail revenue and a decline in revenue in supply chain businesses and Ceramic Industries.

Trading profit

Group trading profit was similar to prior year at R2 061 million.

Earnings per share

The Group's basic earnings per share increased by 3% to 125,6 cents (2024: 122,1 cents), while HEPS increased by 2% to 125,1 cents (2024: 123,0 cents).

Property, plant and equipment

During the year under review, capital expenditure of R234 million was incurred on the retail property portfolio and factory upgrade projects, comprising investment in expanding production capabilities in our tile manufacturing business and ongoing capex to enhance the retail property portfolio.

Cash and cash equivalents

At 30 June 2025, the Group's cash balance increased by 18% to R2,2 billion (2024: R1,8 billion).

Material cash outflows for the year include:

  • capital expenditure of R234 million (2024: R597 million);
  • tax payments of R462 million (2024: R543 million); and
  • total dividend payments of R1 619 million (2024: R606 million).

The outflows were partially offset by cash proceeds of R64 million from the sale of property, plant and equipment (2024: R76 million). The Group's net asset value per share at 30 June 2025 was 705,0 cents (2024: 707,5 cents).

Prospects

We expect continued headwinds to subdue growth, margins and profitability in the year ahead. We believe that a rigid focus on the controllable aspects of our business will position us to capitalise on opportunities when the trading environment improves. Our priorities will be to strengthen leadership through personal development frameworks, invest in our brands and product development, improve operational efficiencies to remain cost leaders and grow market share through fully satisfied customers. As part of our continual review of our asset base, we may consider disposal of assets that do not meet our risk, return and growth criteria.

Organic growth will continue to be driven by capitalising on our leading brand positions in South Africa and our growing brand strength in East Africa. Our strategic initiatives will ensure we invest in our new product development programmes, excellent customer service and our brand portfolio.

Management will continue to engage the authorities to gain the government's support for a level playing field in our market against product dumped from neighbouring countries. While the latest tariffs imposed by the USA do not directly impact our business, they could have wide-ranging and devastating consequences for South Africa, crippling the economy if billions of Rand are lost in export revenue. The impact on certain regions which are dependent on exports could indirectly affect demand for our products in those areas. We will continue to monitor the situation and ensure that we are agile and ready to respond if necessary.

We anticipate introducing AI projects, to enhance our competitive ability in customer service, logistics and inventory management. The emphasis on strong human capital management will be continued in the new year as we prioritise strong leadership, effective training programmes and excellence in attracting, recruiting, developing and retaining talent in alignment with our high-performance culture.

Stated capital

The authorised share capital remains unchanged at 3 300 000 000 shares of no par value. Issued share capital remains unchanged at 1 321 654 148 shares of no par value (2024: 1 321 654 148).

Ordinary cash dividend announcement

The Group's dividend cover is two-and-a-half times. The Board has declared a final gross ordinary cash dividend (number 118) for the year ended 30 June 2025 of 22,0 cents per share (2024: 22,0 cents) out of income reserves to all shareholders of Italtile as at the record date of Friday, 12 September 2025.

A gross special cash dividend (number 9) of 98,0 cents per share (2024: 78,0) has also been declared.

These final dividends, together with the interim gross ordinary cash dividend of 28,0 cents per share (2024: 27,0 cents per share), produce a total gross cash dividend declared for the year ended 30 June 2025 of 148,0 cents per share (2024: 127,0 cents).

Directorate

The details of the directors of the Company are set out in the corporate govermance.

Changes in directorate

As advised in the SENS announcement published on 25 August 2025, Ms Mamedupi Matsipa was appointed as an independent nonexecutive director, with effect from 22 August 2025.

The Board welcomes Ms Matsipa and looks forward to her contribution to the Company.

Directors' shareholding and other interests

Except for the long-term incentive schemes detailed below, the Company was not party to any arrangement during the year or at year-end, which would enable the directors or officers, or their families, to acquire benefits by means of acquisition of shares in the Company.

Other than disclosed in note 38, none of the directors or officers of the Company had any interest in any contracts which significantly affected the affairs or business of the Company or its subsidiaries during the year.

It is Company policy that all directors (and employees who have access to price-sensitive information) may not deal directly or indirectly in the shares of the Company from the end of a reporting period until publication of the interim results or annual profit announcement.

The directors' beneficial and non-beneficial interest in the stated share capital of the Company at the reporting date is set out in note 38.

Directors' participation in share incentive schemes

Directors' holdings under the Share Appreciation Rights Scheme, Executive Retention Plan and Italtile Retention Scheme as at 30 June 2025 are set out in note 38.

Directors' emoluments

All emoluments paid to directors are short-term in nature, other than gains on long-term share incentive plans, and contributions to medical aid and provident fund.

The remuneration of both executive and non-executive directors is determined by the Remuneration Committee. Other benefits include once-off benefits paid and the fringe benefit value of company cars for executive directors, and fees for services rendered by non-executive directors or as otherwise noted. Refer to note 38. for detailed disclosure relating to directors' remuneration.

Subsidiary companies

Details of the Company's interest in its subsidiaries are set out in our group structure.

The Company's interest in the profits or losses after taxation and the non-controlling shareholders' interest of its subsidiaries (direct and indirect) is:

2025
Rm
2024
Rm
Profits 1 494 1 462

Corporate governance

The Corporate Governance report is set out in the corporate govermance.

Shareholders

An analysis of the shareholdings of the Company appears in the analysis of shareholders.

Employees

As at 30 June 2025, the Group permanently employed 2 351 employees (2024: 2 297).

Special resolutions

At the AGM of shareholders held on Thursday, 14 November 2024, three special resolutions were approved by the requisite majority of votes, namely authorising the Company to purchase its own shares; authorising the Company to provide financial assistance to related and inter-related entities; and approving the Company's non-executive directors' fees.

Full details of the special resolutions passed will be made available to shareholders on request.

Share schemes

Details related to share schemes operated by the Group are disclosed in note 6. The schemes include:

  • The Italtile Staff Share Scheme, which replaces the previous staff share scheme, for all employees of the Group and its franchisees who meet certain qualifying criteria;
  • The Share Appreciation Rights Scheme ("SARS") in accordance with which selected directors and employees of the Group will receive a conditional right to receive a share award as determined by the rules of the plan and scheme;
  • The Italtile Retention Scheme, an additional mechanism, over and above the SARS, to retain and reward selected employees and directors of the Group; and
  • The Ceramic Industries Share Retention Scheme, a mechanism to retain and reward selected high-performing Ceramic Industries executives and senior management.

Borrowing powers

In terms of the MOI, the Company has unlimited borrowing powers.

Auditor

At the AGM of 14 November 2024, shareholders approved the reappointment of PricewaterhouseCoopers Inc. as auditor for the 2025 financial year, with Mr K Ramnarian being the individual registered auditor undertaking the audit.

Company Secretary

The Company Secretary is Acorim (Pty) Ltd, whose business and postal address is:

Registered office:

13th Floor, Illovo Point
68 Melville Road, Illovo
Sandton 2196

Telephone number:

Fax number:

+27 (11) 325 6363

+27 (11) 325 6362