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NUTUN:  91   +2 (+2.25%)  01/12/2025 12:53

NUTUN LIMITED - Audited Results for the year ended 30 September 2025 and Changes to the Board

Release Date: 01/12/2025 07:05
Code(s): NTU     PDF:  
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Audited Results for the year ended 30 September 2025 and Changes to the Board

Nutun Limited
(formerly known as "Transaction Capital Limited")
(Incorporated in the Republic of South Africa)
Registration number: 2002/031730/06
JSE share code: NTU
ISIN: ZAE000167391
("Nutun" or "the company" or "the group")


AUDITED RESULTS FOR THE YEAR ENDED 30 SEPTEMBER 2025 AND CHANGES TO THE BOARD

The 2025 year-end marks the completion of a two-year restructure and simplification of the group.
Nutun now comprises two focused and distinct customer-centric divisions, Nutun International and
Nutun South Africa. The streamlined operating structure enables each division to concentrate exclusively
on its respective target markets, leveraging core competencies and competitive advantages under a
single Nutun brand to deliver superior client service while benefitting from the limited shared head
office resources.

Nutun South Africa focuses exclusively on collections and recovery services for clients in South Africa,
both as a principal through the acquisition of unsecured non-performing loan (NPL) portfolios and as an
agent on behalf of clients in the financial services, specialist lending and retail sectors.

Nutun International specialises in Business Process Outsourcing ("BPO") customer engagement services,
including customer acquisition and retention, customer experience, and collections and recovery
services for clients located in the United Kingdom, the United States and Australia. These clients operate
mainly in the utilities, financial services, retail, telecommunications and e-commerce sectors. Growth is
targeted in market segments where the business has entrenched expertise and can deliver innovative,
value-added services that differentiate it from competitors.

Performance – core continuing operations

Core continuing operations include Nutun South Africa, including the group head office, which is no
longer separately reported, and Nutun International. Refer to the segmental information in note 36 of
the Annual Financial Statements for the reconciliation to the IFRS disclosure.

 Key Performance Indicators (Rm)                                     FY 2025        FY 2024      Change

 Revenue and other income                                              2 953          3 046         (3%)
   Nutun South Africa                                                  1 846          1 960         (6%)
   Nutun International                                                 1 107          1 086          2%

 Operating Costs                                                       1 649          1 668          1%

 EBITDA                                                                1 304          1 378         (5%)

 Amortisation of Purchased Book Debts ("PBD") and Right to               767            635        (21%)
 Collect ("RTC")

 Net interest cost                                                       445            608         27%

 Continuing core loss                                                    (45)           (92)        51%

 PBD and RTC
  Cost of acquisitions                                                   941            475         98%
  Carrying value                                                       4 677          4 503          4%
  Estimated remaining collections                                      8 461          8 197          3%

 Clients
   Nutun South Africa                                                     24             31        (23%)
   Nutun International                                                    32             32           -

 Nutun International billable seats                                    2 227          2 082           7%


Continuing core earnings improved to a loss of R45 million from a loss of R92 million in FY 2024,
primarily due to:

•   Nutun South Africa
           o   PBD collections remained flat on the prior year at R1,280 million impacted by reduced
               PBD acquisitions in FY 2024 of R431 million and in the first half of FY 2025 of R264
               million. The PBD acquisitions for the year of R857 million were mainly in the second half
               of FY 2025 at R593 million with R339 million concluded in August and September 2025.
               It was also impacted by subdued consumer payment behaviour and settlement activity
               due to the economic environment, including elevated interest rates.
           o   RTC revenue declined by 25% to R168million due to lower acquisitions in FY 2024 of R44
               million and in the first half of FY 2025 of R7 million, and the economic environment. This
               was offset by acquisitions of R77 million in the second half of FY 2025, accounting for the
               majority of the year's RTC acquisitions of R84 million.
           o   Agency commission and associated fee revenue declined by 13% to R341 million
               following a deliberate strategic shift to focus on larger, scalable and more profitable
               mandates resulting in fewer clients.
           o   Operating costs increased by 2%, excluding R70 million in provision releases in FY 2024,
               despite restructuring costs incurred during the year as a result of ongoing cost
               optimisation.
           o   Portfolio amortisation costs rose by 21% to R767 million driven by the adoption of a
               more cautious amortisation model, portfolio ageing and subdued consumer payment
               behaviour.
           o   Net interest costs decreased by 27% to R445 million, reflecting debt settlements funded
               by proceeds from the disposals of Nutun Australia and Nutun Transact, as well as
               distributions received from WeBuyCars prior to its unbundling.

•   Nutun International
           o   Revenue increased by 1% as the business continued to recalibrate its client base and
               diversify across geographies and industries.
           o   Billable seats grew by 7% to 2,227, with a ramp-up in August and September 2025
               adding 366 seats. The client base remained stable at 32, following the termination of 10
               mandates and the onboarding of 10 new clients during the year in a deliberate strategy
               to focus on high-potential, scalable relationships.
           o   Operating costs decreased by 5%, excluding a R39m gain on a foreign currency hedge,
               despite restructuring costs during the year as a result of ongoing cost optimisation.

Refer to the group continuing core results below for a reconciliation of continuing core earnings to
continuing headline earnings to continuing basic earnings.

Performance – group including discontinued operations

                                                               Units           FY 2025            FY 2024
 Core loss from continuing operations                             Rm              (45)               (92)
 Core loss from discontinued operations                           Rm               (7)            (1 888)
 Core loss from total operations                                  Rm              (52)            (1 980)
 Core loss per share from total operations                     cents             (6.6)            (253.7)

 Headline loss from continuing operations                         Rm              (113)             (170)
 Headline from discontinued operations                            Rm              (196)           (2 201)
 Headline loss from total operations                              Rm              (309)           (2 371)
 Headline loss per share from total operations                 cents             (39.4)           (303.8)

 Basic loss from continuing operations                            Rm              (113)             (146)
 Basic loss from discontinued operations                          Rm              (125)             (839)
 Basic loss from total operations                                 Rm              (238)             (985)
 Basic loss per share from total operations                    cents             (30.3)           (126.2)


The group's results for FY 2025 are presented to distinguish between the performance of continuing
operations and discontinued operations. The discontinued operations include WeBuyCars ("WBC"),
Nutun Australia, Nutun Transact, Mobalyz and Transaction Capital Business Solutions.

Discontinued operations core loss of R7 million (FY 2024 R1 888 million) is made up as follows:

                                                                                FY 2025           FY 2024
                                                                              R million         R million
 WBC, Nutun Australia, Nutun Transact and Mobalyz                                    -            (1 881)
 Transaction Capital Business Solutions                                             (7)               (7)
 Core loss from discontinued operations                                             (7)           (1 888)

Operational update

The group is pleased to report that all the structural and operating objectives set for the two-year
restructuring process during FY 2025 have been successfully achieved. These include:

•   Balance sheet and liquidity

    As previously disclosed to shareholders, as part of the disposal of shares in Mobalyz Group Holdings
    Proprietary Limited ("Mobalyz"), Nutun secured a three-year commitment from its primary bank
    funders to renew and /or revolve all facilities maturing before 30 September 2027. In return, Nutun
    agreed that 90% of any dividends received from Nutun Holdings Proprietary Limited, if and when
    declared, will be utilised toward acquiring SA Taxi Holdings Proprietary Limited ("SAT") loan claims -
    up to R200 million, if settled by 26 November 2026, or R250 million, if settled thereafter.

    As part of the strategy to streamline operations and eliminate all legacy Transaction Capital Limited
    obligations, Nutun undertook the following actions during September 2025:
     o   Agreed revised funding terms, with the support of the majority of its funders, which reduced
         funding covenant risk and improved access to liquidity to allow for balance sheet expansion to
         acquire unsecured NPL portfolios and to invest in BPO growth opportunities.
     o   Acquired the R181 million listed notes in Nutun Investments Limited, cancelled the debt listing
         and deregistered the company prior to 30 September 2025. This consolidation creates a single
         point of funding into Nutun SA Proprietary Limited with a common security pool across all
         funders.
     o   Settled its commitments under the agreement referred to above for a discounted amount of
         R176 million. The expense is included in the basic and headline discontinued loss.
     o   Disposed of its remaining 35.5% shareholding in Mobalyz to Mobalyz management for a
         nominal consideration and waived all rights to amounts owing by SAT.

    Consequently, as of 30th September 2025, Nutun has fully exited its historical investment in Mobalyz
    and has no outstanding obligations related to that investment. During the year Nutun successfully
    refinanced all maturing funding facilities and has approximately R1.0 billion in unutilised facilities at
    30 September 2025.

•   Nutun South Africa

    The business continues to streamline its operations, simplify its client approach and optimise its
    collections framework and associated technology infrastructure. In addition, the PBD and RTC
    amortisation models have been simplified and refined, resulting in more cautious, stable and less
    volatile amortisation charges.

    Following the enhancement of the group's liquidity position at the beginning of FY 2025 combined
    with reduced pricing disconnects within certain sectors of the market, the acquisition of PBD and
    RTC portfolios has returned to a more normalised level, enabling investment of R941 million during
    the year. The outlook remains positive, with confidence that the group will continue to improve its
    collection performance trends and achieve its book buying objectives for the medium term,
    supported by rigorous credit and risk mitigation policies throughout the acquisition process.

•   Nutun International

    The reset of the client base has been completed, and the business is now focused on diversification,
    particularly into the United States, and on expanding billable seat capacity. While the sales cycle
    remains lengthy, the addition of 366 billable seats in August and September 2025 provides
    momentum into FY 2026.

    Operational enhancements in BPO service delivery continues to drive performance, with most of the
    billable seat growth during FY 2025 coming from increased work on existing client mandates. The
    outlook is supported by strong tailwinds in the BPO sector in South Africa, and the group is confident
    of achieving its billable seat growth objectives over the medium term. Notwithstanding the positive
    momentum, it is important to highlight that continued Rand strength will exert pressure on margins.

•   Technology and AI

    The group continues to invest ahead of the revenue cycle in new technology, including robotics,
    machine learning, digitalisation, optimisation, and the implementation and use of AI solutions, initially
    within its own operations, creating efficiencies that will later be extended to client mandates. Early
    results indicate that these technologies will position Nutun positively as a provider of AI-driven digital
    solutions for clients.

Outlook

The restructure and rebasing of the business is complete, laying a solid foundation for scale. Nutun has
entered a new phase focused on profitability and growth with FY 2026 starting from a solid base and
without the legacy restructuring costs incurred during the past two financial years.

Both Nutun South Africa and Nutun International remain customer-centric, with clearly defined target
markets and client bases, streamlined cost structures and experienced management teams. These
factors enable the businesses to capitalise on their leading positions in the South African collections and
recovery market and the South African BPO offshoring sector.

Dividend

As communicated in FY 2023, cash dividends have been suspended for the time being, with no cash
dividend being declared in the current year.

Group continuing core results

Nutun assesses its performance using core continuing earnings, an alternative non-IFRS profit measure,
alongside IFRS profit. Non-IFRS measures are not uniformly defined nor used by all entities and may not
be comparable with similarly labelled measures and disclosures provided by other entities.
Management considers that core continuing earnings is an appropriate alternative performance measure
to enhance the comparability and understanding of the financial performance of the group. The group
has set out its policy to calculate core continuing earnings below.
Nutun calculates headline earnings in accordance with the latest SAICA Circular 1/2023 'Headline
Earnings'.

Core continuing earnings is calculated by adjusting headline earnings for the following:

    •   Once-off transaction costs which are directly attributable to corporate activity (which comprises
        mostly legal and consulting fees).
    •   Adjustments on put and call options over non-controlling interests, namely imputed interest on
        the put option liability, re-measurements of the put option liability and fair value adjustments on
        the call option derivative.
    •   Once-off or accelerated items, where these are reasonably expected not to re-occur in the
        ordinary course of business in future reporting periods.
    •   Adding back specified headline earnings exclusions, if the gain/loss is considered part of Nutun's
        normal operations.

These adjustments are considered annually based on the transforming nature of the group.
Management is responsible for the calculation of core continuing earnings and determining the
inclusions and exclusions in accordance with the policy.

The reconciliation of continuing basic loss, continuing headline loss and core continuing loss is as follows:

 Rm                                                                      Note     FY 2025       FY 2024
 Continuing basic loss                                                              (113)         (146)
 Recycled forex profit                                                      1          -           (32)
 Impairment of property, plant and equipment ("PPE")                                                 9
 Loss on disposal of PPE                                                               -             1
 Allocation to non-controlling interest                                                -            (2)
 Continuing headline loss                                                           (113)         (170)
 Remeasurement of the Nutun CX put option liability                         2          -          (286)
 Imputed interest charge on the Nutun CX put option                         2          -            19
 Imputed interest charge on the WBC put option                              3          -            54
 Transaction costs                                                          4         21            61
 Impairment of an investment                                                5          -           102
 Impairment of financial assets held by an associate                        6         47             -
 Non-repeating legacy costs in the Transaction Capital group head           7          -           128
 office
 Core continuing loss                                                                (45)          (92)
 Note 1: Recycled forex on TC Global Finance
 Note 2: These adjustments were made in terms of the Nutun CX option agreements. The option was
 cancelled in July 2024 when the group acquired the remaining 25% shareholding in Nutun CX. Please
 refer to note 25 of Transaction Capital's audited consolidated and company financial statements for
 the year ended 30 September 2024 for details relating to the Nutun CX option
 Note 3: This adjustment was made in terms of the WBC Holdings option agreements. The option
 agreements were cancelled in March 2024 when WBC was unbundled by the group. Please refer to
 note 25 of Transaction Capital's audited consolidated and company financial statements for the year
 ended 30 September 2024 for detail relating to WBC unbundling and the impact of the option
 agreements.
 Note 4: Once-off costs incurred in relation to the restructuring of the group. FY 2025 relates to
 restructuring the group's funding arrangements and FY 2024 relates to the WBC unbundling and the
 Mobalyz restructure and disposal
 Note 5: Impairment of an investment in Troy GmbH which was an asset held for sale
 Note 6: Impairment of financial assets that are held by TC Global Finance
 Note 7: These relate to intercompany cost eliminations between continuing and discontinued
 operations


The reconciliation of discontinued basic loss, discontinued headline loss and core discontinued loss is as
follows:

 Rm                                                                        Note     FY 2025     FY 2024
 Discontinued basic loss                                                              (125)       (839)
 Loss on disposal of PPE – Mobalyz                                                       -           2
 Impairment of PPE – Mobalyz                                                             -           4
 Impairment of Intangibles – Mobalyz                                                     -          20
 Impairment of investment in associate – Mobalyz                                         -         274
 Profit on disposal of a business                                             1          -      (1 615)
 Allocation to non-controlling interest                                                  -         (47)
 Profit on disposal of Nutun Transact                                                  (71)          -
 Discontinued headline loss                                                           (196)     (2 201)
 Transaction costs                                                            2         13          93
 Remeasurement of the WeBuyCars put option liability                          3          -         348
 Non-repeating legacy costs in the group head office                          4          -        (128)
 Settlement Fee                                                               5        176           -
 Core discontinued loss                                                                 (7)     (1 888)

 Note 1: Profit on disposal of Nutun Australia of R138 million and Mobalyz of R1,676 million offset by a
 loss on disposal of WBC of R199 million
 Note 2: Once-off costs incurred in relation to the restructuring of the group. FY 2025 relates to the
 disposal of Nutun Transact and FY 2024 relates to the disposal of Nutun Australia, the WBC
 unbundling and the Mobalyz restructure and disposal
 Note 3: This adjustment was made in terms of the WBC Holdings option agreements. The option
 agreements were cancelled in March 2024 when WBC was unbundled by the group
 Note 4: These relate to intercompany cost eliminations between continuing and discontinued
 operations
 Note 5: Settlement of the Commitment Agreement obligations

Other information

Shareholders are advised that this announcement represents a summary of the information contained in
the audited financial statements for the year ended 30 September 2025 and does not contain full or
complete details. The consolidated annual financial statements have been audited by the group's
auditors PwC, who issued a qualified audit opinion with regards to the comparability of certain of the
current year disclosures with the corresponding figures as a result of the inability to obtain sufficient
appropriate audit evidence on the appropriateness of the going concern basis of accounting applied by
management in the preparation of the Mobalyz Group Holdings financial information for the year ended
30 September 2024 that is included in the Group's financial statements for the year ended 30 September
2025. Any investment decisions by investors and/or shareholders should be based on a consideration of
the full audited financial statements which are available on
https://senspdf.jse.co.za/documents/2025/JSE/ISSE/NTUE/FY25.pdf and on Nutun's website:
https://www.nutun.com/investor-relations/limited/.

This short form announcement, including any forward-looking financial information, has not been
reviewed or reported on by Nutun's external auditors and is the responsibility of the directors.

The 2025 Results Presentation (December 2025) is available on Nutun's website:
https://www.nutun.com/media/legal-centre/nutunntufy25presentation.pdf.

Changes to the board of directors of Nutun effective 1 January 2026

As a result of the achievement of the restructuring objectives, the following changes will be made to the
board to reflect the simplified operational focus of the business.

Ian Kirk will resign as Chairman of the Board and as a member of the Remuneration and Nominations
Committee and the Social, Ethics and Sustainability Committee on 1 January 2026.

Jonathan Jawno will be appointed as the Executive Chairman of the Board, for a maximum term of three
years to oversee the transition of the business, and as a member of the Social, Ethics and Sustainability
Committee on 1 January 2026. Suresh Kana will remain in his role of lead independent director.

Albertinah Kekana will resign from the Board and as a member of the Audit and Risk Committee,
Remuneration and Nominations Committee and the Social, Ethics and Sustainability Committee on 1
January 2026.

Megandra Naidoo, previously the CFO of Life Healthcare Southern Africa, will be appointed to the Board
and as a member of the Audit and Risk Committee, Remuneration and Nominations Committee and the
Social, Ethics and Sustainability Committee on 1 January 2026.

Rob Amoils, the CEO of Nutun South Africa, and Ruben Moggee, the CEO of Nutun International, will be
appointed to the Board as joint CEO's on 1 January 2026.

Effective 1 January 2026 the members of the Committees will be as follows:

Audit and Risk Committee
   • Diane Radley (Chair)
   • Suresh Kana
   • Megandra Naidoo

Social, Ethics and Sustainability Committee
   • Suresh Kana (Chair)
   • Jonathan Jawno
   • Megandra Naidoo

Remuneration and Nominations Committee
   • Sharon Wapnick (Chair)
   • Suresh Kana
   • Megandra Naidoo.

Approval by the board of directors

The information in this announcement has been reviewed and approved by the board of directors on 28
November 2025, and is signed on its behalf by:

Jonathan Jawno                                   Rob Huddy

Chief Executive Officer                          Chief Financial Officer



Sandton
Date of release on SENS: 1 December 2025

Registered office:
115 West Street, Sandton, 2196
P.O. Box 41888, Craighall, 2024, Republic of South Africa
Tel: +27 (0) 11 049 6700
Fax: +27 (0) 11 049 6899


Directors:
Ian Kirk (Chairman)*, Jonathan Jawno (Chief executive officer), Rob Huddy (Chief financial officer),
Michael Mendelowitz**, Roberto Rossi**, Suresh Kana (Lead independent director)*, Albertinah
Kekana*, Diane Radley*, Sharon Wapnick*
(*Independent non-executive)
(** Non-independent non-executive)

Company secretary:
Jerain Naidoo

Auditor:
PwC

JSE equity sponsor:
Investec Bank Limited
Transfer secretaries:
Computershare Investor Services Proprietary Limited

Enquiries:
IR@nutun.com

Date: 01-12-2025 07:05:00
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