Independent auditor’s report

To the Shareholders of Tiger Brands Limited

Report on the Audit of the Consolidated and Separate Financial Statements

OPINION

We have audited the consolidated and separate annual financial statements of Tiger Brands Limited (the Group and Company) set out here, which comprise the consolidated and separate income statements and the consolidated and separate statements of comprehensive income for the year ended 30 September 2023, the consolidated and separate statements of financial position as at 30 September 2023, the consolidated and separate statements of changes in equity and the consolidated and separate statements of cash flows for the year then ended, and notes to the consolidated and separate annual financial statements, including a summary of significant accounting policies.

In our opinion, the consolidated and separate annual financial statements present fairly, in all material respects, the consolidated and separate annual financial position of Tiger Brands Limited and its subsidiaries as at 30 September 2023, and its consolidated and separate financial performance and consolidated and separate cash flows for the year then ended in accordance with International Financial Reporting Standards and the requirements of the Companies Act of South Africa.

We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the audit of the consolidated and separate annual financial statements section of our report. We are independent of the Group and Company in accordance with the Independent Regulatory Board for Auditors’ Code of Professional Conduct for Registered Auditors (IRBA Code) and other independence requirements applicable to performing audits of annual financial statements in South Africa.

We have fulfilled our other ethical responsibilities in accordance with the IRBA Code and in accordance with other ethical requirements applicable to performing audits in South Africa. The IRBA Code is consistent with the corresponding sections of the International Ethics Standards Board for Accountants’ (IESBA) International Code of Ethics for Professional Accountants (including International Independence Standards) (IESBA Code). We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

KEY AUDIT MATTER

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the consolidated and separate annual financial statements of the current year. These matters were addressed in the context of our audit of the consolidated and separate annual financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have not identified any key audit matters relating to the separate annual financial statements.

Key Audit Matter			How the matter was addressed in the audit
Revenue recognition – variable consideration for Growth Rebates Accrued
As described in the accounting policy notes and reflected in notes 2 and 25 to the group annual financial statements, revenue is measured at the fair value of the consideration received or receivable excluding normal discounts, rebates, settlement discounts and promotional allowances (rebates and incentives), which are earned by customers on the group’s sales. The growth rebates agreed with customers include various terms that impact the amount of the rebates that are ultimately paid. There is judgement and estimation applied by the entity arising from actual growth achieved by the customer and consideration of exceptional circumstances impacting the ability to meet the criteria set which results in an amendment to the final rebates to be agreed and settled. The volume of data used in determining the appropriate contractual rebates is significant and is used in a separate tool which is customised and subject to manual inputs of the key terms used to determine the growth rebates. The determination of the growth rebates to be accrued for payment after year end is therefore considered a key audit matter.			In evaluating the determination of the growth rebates accrual at year-end and the estimations and judgements applied to year-end adjustments, we performed various audit procedures including the following: We considered the application of IFRS 15 and IAS 37 recognition and measurement requirements to the methodology used by the group to determine and account for the growth rebates; We assessed the controls over the determination and accounting for the rebates which included, amongst others: Design and implementation of controls over the interface between the general ledger system and the customised tool used to determine the rebates based on applying the growth rebates terms agreed between the entity and the customer; Design and implementation of controls over the accuracy of inputs (such as customer rebate terms) used to determine the actual rebates earned under the agreed terms; and Design and implementation of controls over the estimation and judgement applied in determining year-end adjustments. For a sample of customers subject to growth rebates, we performed the following: Tested the reconciliation of net invoice sales data between the general ledger system and the customised tool; Agreed the terms per the signed contract between the entity and the customer to the terms used in the entity’s calculation; Recalculated the expected annual actual rebates earned based on the application of the contractual trade terms and using the relevant net invoice sales data; Assessed the application of judgement made in the estimation of year-end adjustments determined to be granted to the customer with reference to appropriate evidence and broad market conditions; Performed retrospective testing on the prior years’ growth rebates accrual to determine whether the amount accrued was paid to or settled for the relevant customer. We assessed whether the growth rebates were appropriately recorded as a contra revenue adjustment according to the requirements of IFRS 15; and We determined whether the computation of the rebates after year-end adjustments as approved by the Chief Financial Officer agreed to the amount recorded as an accrual in the general ledger. Our evidence obtained indicated that the growth rebates were appropriately accrued for at year-end and offset against revenue.

Key Audit Matter

How the matter was addressed in the audit

Revenue recognition – variable consideration for Growth Rebates Accrued

As described in the accounting policy notes and reflected in notes 2 and 25 to the group annual financial statements, revenue is measured at the fair value of the consideration received or receivable excluding normal discounts, rebates, settlement discounts and promotional allowances (rebates and incentives), which are earned by customers on the group’s sales.

The growth rebates agreed with customers include various terms that impact the amount of the rebates that are ultimately paid. There is judgement and estimation applied by the entity arising from actual growth achieved by the customer and consideration of exceptional circumstances impacting the ability to meet the criteria set which results in an amendment to the final rebates to be agreed and settled.

The volume of data used in determining the appropriate contractual rebates is significant and is used in a separate tool which is customised and subject to manual inputs of the key terms used to determine the growth rebates. The determination of the growth rebates to be accrued for payment after year end is therefore considered a key audit matter.

In evaluating the determination of the growth rebates accrual at year-end and the estimations and judgements applied to year-end adjustments, we performed various audit procedures including the following:

We considered the application of IFRS 15 and IAS 37 recognition and measurement requirements to the methodology used by the group to determine and account for the growth rebates;
We assessed the controls over the determination and accounting for the rebates which included, amongst others:
- Design and implementation of controls over the interface between the general ledger system and the customised tool used to determine the rebates based on applying the growth rebates terms agreed between the entity and the customer;
- Design and implementation of controls over the accuracy of inputs (such as customer rebate terms) used to determine the actual rebates earned under the agreed terms; and
- Design and implementation of controls over the estimation and judgement applied in determining year-end adjustments.
For a sample of customers subject to growth rebates, we performed the following:
- Tested the reconciliation of net invoice sales data between the general ledger system and the customised tool;
- Agreed the terms per the signed contract between the entity and the customer to the terms used in the entity’s calculation;
- Recalculated the expected annual actual rebates earned based on the application of the contractual trade terms and using the relevant net invoice sales data;
- Assessed the application of judgement made in the estimation of year-end adjustments determined to be granted to the customer with reference to appropriate evidence and broad market conditions;
- Performed retrospective testing on the prior years’ growth rebates accrual to determine whether the amount accrued was paid to or settled for the relevant customer.
- We assessed whether the growth rebates were appropriately recorded as a contra revenue adjustment according to the requirements of IFRS 15; and
- We determined whether the computation of the rebates after year-end adjustments as approved by the Chief Financial Officer agreed to the amount recorded as an accrual in the general ledger.

Our evidence obtained indicated that the growth rebates were appropriately accrued for at year-end and offset against revenue.

OTHER MATTER

The consolidated and separate annual financial statements of the Group and Company for the year ended 30 September 2022, excluding the adjustments described in note 36 to the consolidated and separate annual financial statements, were audited by another auditor who expressed an unmodified opinion on those statements on 1 December 2022.

As part of our audit of the consolidated and separate financial statements as at 30 September 2023 and for the year then ended, we audited the adjustments described in note 36 that were applied to restate the comparative information presented as at 30 September 2022 and for the year then ended. We were not engaged to audit, review, or apply any procedures to the consolidated and separate annual financial statements for the years ended 30 September 2022, other than with respect to the adjustments described in note 36 to the consolidated and separate financial statements. Accordingly, we do not express an opinion or any other form of assurance on those respective financial statements taken as a whole. However, in our opinion, the adjustments described in note 36 are appropriate and have been properly applied.

OTHER INFORMATION

The directors are responsible for the other information. The other information comprises the information included in the document titled “Tiger Brands Limited Annual Financial Statements”, which includes other information included on the contents page , the Audit committee report, the Statutory information and the other information. Additional other information includes the Integrated Annual Report 2023 and the Sustainability Report 2023.

The other information does not include the consolidated and separate annual financial statements and our auditor’s report thereon.

Our opinion on the consolidated and separate annual financial statements does not cover the other information and we do not and will not express an audit opinion or any form of assurance conclusion thereon.

In connection with our audit of the consolidated and separate annual financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated and separate annual financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed on the other information obtained prior to the date of this auditor’s report, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

RESPONSIBILITIES OF THE DIRECTORS FOR THE CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS

The directors are responsible for the preparation and fair presentation of the consolidated and separate annual financial statements in accordance with International Financial Reporting Standards and the requirements of the Companies Act of South Africa, and for such internal control as the directors determine is necessary to enable the preparation of consolidated and separate annual financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated and separate annual financial statements, the directors are responsible for assessing the Group’s and the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group and/or the Company or to cease operations, or have no realistic alternative but to do so.

AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS

Our objectives are to obtain reasonable assurance about whether the consolidated and separate annual financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated and separate annual financial statements.

As part of an audit in accordance with ISAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the consolidated and separate annual financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s and the Company’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s and the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated and separate annual financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group and/or the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated and separate annual financial statements, including the disclosures, and whether the consolidated and separate annual financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated annual financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with the audit committee regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide the audit committee with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.

From the matters communicated with the audit committee, we determined those matters that were of most significance in the audit of the consolidated and separate annual financial statements of the current year and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

In terms of the IRBA Rule published in Government Gazette Number 39475 dated 4 December 2015, we report that Deloitte & Touche has been the auditor of Tiger Brands Limited for 1 year.

Delotte & Touche
Registered Auditor
Per: Martin Bierman
Partner
30 November 2023

5 Magwa Crescent
Waterfall City
Waterfall
Johannesburg