Audit and risk committee report

The merger of the audit committee and the risk and sustainability committee into the audit and risk committee originated from the recommendations of the 2024 external board and committee effectiveness review and was overseen by the nomination and governance committee. This initiative was driven by the objective of streamlining roles and responsibilities, leveraging the synergies provided by the group’s combined assurance framework. Responsibility for the oversight of the group sustainability strategy has been transferred to the social, ethics and sustainability committee. This strategic approach integrates and coordinates assurance activities across the organisation, offering a comprehensive perspective on risks and controls, which previously fell under the remit of both committees. Furthermore, consolidating the committees aimed to enhance operational efficiency and effectiveness, this included: (i) removing overlap and duplication of activities and (ii) rationalising reporting processes for those committees and the board.

The terms of reference for the reconstituted committee were updated and approved by the board on 27 May 2025.

The fundamental role of the audit and risk committee is to assist the board in fulfilling its oversight responsibilities in areas of financial reporting, systems of internal control, internal and external audit functions and enterprise risk management. The committee considers and evaluates the combined assurance framework and the assurance plans to ensure satisfactory coverage of risks that support the control environment.

This report is provided by the audit committee appointed for the 2025 financial year.

The committee is constituted as a statutory committee of Tiger Brands in respect of its duties in terms of section 94(7) of the Companies Act of South Africa.

The committee’s activities are guided by detailed terms of reference informed by the Companies Act and King IV™* and the JSE Listings Requirements, which is reviewed and approved by the board annually.

The committee has executed its duties and responsibilities for the group’s financial reporting practices, internal control environment and external auditing and risk management processes for the review period in line with its approved terms of reference.

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Composition

The revised committee continues to comprise four independent non-executive directors, and its chairman is not the chairman of the board. Members and attendance are detailed in the integrated annual report.

Biographical details of members and fees are noted in the remuneration report of the integrated annual report.

External audit

The committee, among other matters:

Evaluated the effectiveness of the external auditor and its independence, as well as the external auditor’s systems of quality management as referred to in paragraph 46 of International Standard on Quality Management (ISQM) 1. This included assessing information on the outcome of external inspections conducted by audit regulators, reviewing a summary of legal and disciplinary matters pertaining to the external auditor, and assessing the suitability of the individual designated auditor with reference to regulatory and internal inspections and quality history. The appropriateness of the resourcing of the external audit team, including the use of specialists, was also assessed
Recommended Deloitte & Touche to shareholders for appointment as the external auditor, with Martin Bierman as the designated auditor, for the financial year ended 30 September 2025
Approved the external audit engagement letter, plan and budgeted audit fees. Fees paid to the auditor are detailed in note 2.4 of the group financial statements
Determined the nature and extent of non-audit services provided by the external auditor and pre-approved all non-audit services in line with the group’s audit and non-audit services policy
Reviewed the audit results and considered the reports of the external auditor on the group’s systems of internal control and financial controls
Considered whether any reportable irregularities were identified and reported by the external auditor in terms of the Auditing Profession Act, No. 26 of 2005, and determined that there were none

Independence of the external auditor

The audit committee is satisfied that Deloitte & Touche is independent of the group after considering the following factors:

Representations by Deloitte & Touche to the committee
Considering the remuneration or other benefits paid to the auditor and the nature of such remuneration as permissible audit and non-audit service fees
Obtaining an annual written statement from the auditor that its independence was not impaired and confirming that the auditor’s independence was not impaired by any consultancy, advisory or any other work undertaken
Confirming that the auditor met, in all material respects, the criteria specified for independence by the Independent Regulatory Board for Auditors and international regulatory bodies

Non-audit fees

The committee annually reviews and approves the list of non-audit services which the auditors are permitted to perform in line with the group’s audit and non-audit services policy. There is a pre-approval process where all non-audit service engagements up to a certain threshold must be approved by the chief financial officer and pre-approved by the chairman of the committee. If a higher threshold is to be applied it has to be approved by the audit and risk committee chair and thereafter by the entire committee. Bi-annually, the cumulative spend for the year to date is presented to the committee to keep track of the non-audit spend and the nature of services. The 2025 non-audit fees were 8% of the audit fees. This is below the group’s policy threshold of 10% of the audit fees, which is in place for non-audit services.

Financial statements

For the financial statements, the committee:

Confirmed the going-concern assessment as the basis of preparing interim and annual financial statements
Reviewed cash flow forecasts and determined that the capital and debt facilities of the group are adequate, including review of any applicable financial covenants
Examined and reviewed the interim and annual financial statements, as well as related SENS announcements for recommendation to the board for approval
Ensured that the annual financial statements fairly present the financial position of the group at the end of the financial year
Considered and reviewed the accounting treatment and disclosures of significant transactions, including the appropriateness of the classification of discontinued operations in accordance with IFRS 5
Considered accounting judgements and the appropriateness of accounting policies adopted and any changes
Reviewed the external auditor’s audit report, which is included in the Tiger Brands Limited annual financial statements
Reviewed the management representation letter in connection with audit of the financial statements of the group
Considered any issues identified and reviewed any significant legal and tax matters that could have a material impact on the financial statements
Met separately with management and external auditors to review and discuss the annual financial statements, the audit process and findings

Internal controls and internal audit

For internal controls and internal audit, the committee:

Reviewed and approved the internal audit charter and annual audit plan, including the annual budget and evaluated the independence of the internal audit function
Assessed the effectiveness and performance of the internal audit function and compliance with its charter
Considered reports by internal audit on its assessment of effectiveness of the group’s systems of internal control and the enterprise risk management framework and processes in accordance with King IV™
Received assurance that an adequate and effective system of internal control and risk management is being maintained (the integrated annual report provides details of the material risks impacting the group, and related opportunities)
Reviewed significant issues raised and assessed reports by internal and forensic audit functions and the adequacy of corrective action taken
Assessed the performance and the arrangements of the internal audit function and found it to be in conformance with the International Standards for the Professional Practice of Internal Auditing as issued by the Institute of Internal Auditors (IIA). In addition, the committee is satisfied that the internal audit function is independently and appropriately resourced
Reviewed the financial reporting control assessments to support the attestation by the CEO and CFO
Reviewed ethics and whistle-blowing reports to ensure appropriate actions are being implemented
Confirmed that there was no reason to believe there were any material breakdowns in the design and operating effectiveness of internal financial controls during the year that have not been addressed or are not being addressed by management

In terms of risk management, information technology and sustainability, the committee:

Reviewed and assessed the risk management framework and practices for effective risk management
Reviewed and assessed the information technology environment and the cyber security plan and found it to be effective and adequate
Considered the reporting of the quarterly audit and risk meetings
Received the necessary assurances from management that material disclosures are reliable and do not conflict with financial information

For legislative and regulatory requirements, the committee:

Reviewed and assessed the adequacy and effectiveness of the group’s procedures to ensure compliance with legislative and regulatory requirements
Executed all duties as detailed in paragraph 3.84(g) of the JSE Listings Requirements
Reviewed the JSE proactive monitoring reports and considered findings and recommendations for the group financial statements and integrated annual report
Considered reports provided by management, the internal auditor and external auditor on compliance with legal and regulatory requirements
Reviewed the solvency and liquidity testing as required in terms of section 4 of the Companies Act for all distributions

Combined assurance

There is an enterprise-wide system of internal control and risk management in all key operations to manage and mitigate risks. The combined assurance approach is integrated with the risk management processes to assess assurance activities across the various lines of defence.

Audit and risk committee members include the chairman and members of other committees to ensure cross review and alignment as well as to provide input regarding management of risks and assurance activities.

The committee considered and evaluated the combined assurance framework and the assurance plans to ensure:

There is satisfactory coverage of risks
That assurance activities regarding the risks were executed
That the lines of defence performing the assurance activities are appropriate
That the level of assurance provided is adequate
That assurance activities were provided timely

The committee is satisfied that the execution of the combined assurance plan from all three lines of assurance, being management, oversight forums and external assurance providers, has been satisfactorily completed during the year.

Risk governance

In assessing the financial reporting risks, fraud risks and IT risks impacting the group, the committee:

Reviewed the enterprise risk management process, as well as the related policy and framework
Monitored the actions undertaken to manage risks within the levels of tolerance and appetite approved by the board
Reviewed and monitored the processes and procedures for risk identification, analysis and quantification
Reviewed the independent assessment regarding adherence to the group’s risk management policy and framework, as well as the effectiveness of the risk management process

Chief financial officer expertise and experience

The committee considered the expertise, resources and experience of the chief financial officer, Thushen Govender, and concluded that this was appropriate.

In addition, the committee is satisfied with:

The expertise, effectiveness, capabilities and adequacy of resources with required capabilities in the finance function
The experience, effectiveness, expertise and continuous professional development of senior members of the finance function

Company secretary

The board is satisfied that Advocate Kgosi Monaisa has the necessary skills, experience and qualifications to discharge his duties.

All directors have unlimited access to the services of the company secretary, who is responsible for ensuring compliance with corporate governance and statutory requirements.

The company secretary also ensures the proper administration of proceedings and matters relating to the board, as well as the shareholders, in line with applicable legislation. He is responsible for director training and induction, as well as the annual board evaluation.

The committee confirms that the company secretary maintains an arm’s-length relationship with the board and directors, taking into account that the company secretary is neither a director of the company nor related to any directors.

Outlook

In the forthcoming year, committee focus will continue on automation and digitalisation across the finance function, with a view to improving and streamlining processes, as well as driving efficiency and accuracy. Key initiatives include the automation of the shared services centre, investigation into an automated budgeting tool, as well as optimising the interface of applications into the Oracle ERP. Standardising and cleansing data is a critical enabler for the delivery of management insights via AI-driven analytics. Ultimately the automation will strengthen compliance and improve accuracy. In this journey of digitalisation, the upskilling of teams is critical to ensure that technology is adopted expediently and effectively.

Other areas of focus will include the ongoing simplification of the group legal structure by deregistering the remaining non trading companies, assessing the expected impact of IFRS 18 Presentation and Disclosure in Financial Statements (effective for the group’s 2028 financial year-end) on the group’s financial reporting, and addressing the impact of King V on the group’s governance frameworks, ESG imperatives, disclosures and board accountability.

Annual financial statements

Following its review of the consolidated group and separate company financial statements of Tiger Brands Limited for the year ended 30 September 2025, the committee believes that, in all material respects, these comply with the relevant provisions of the Companies Act and IFRS^® Accounting Standards and fairly present the annual financial statements of the group and company for the year ended 30 September 2025. The committee deferred review of the integrated annual report for the year ended 30 September 2025 to a future date, after which the report will be recommended to the board for approval.

Having achieved its objectives, the audit and risk committee recommended the group and separate company annual financial statements for approval by the board. The board has since approved the group and separate company annual financial statements, which will be open for discussion at the upcoming annual general meeting.

I would like to thank the committee members for their contribution and support throughout the year.

On behalf of the committee

Donald Wilson
Chairman – audit and risk committee

25 November 2025