110 2.3 Whilst the restructuring necessitated the revision of all the founding docs of each entity, the focus during the reporting period (2024 and 2025) was on implementation in accordance with the amended Grain SA Constitution, the amended Memorandum of Incorporation for both Nampo (Pty) Ltd and Phahama Grain Phakama NPC as well as the Deed of Amendment of the Commercial Producers Trust. 2.4 Grain SA NPO is the sole shareholder of Nampo (Pty) Ltd and the incorporator of Phahama Grain Phakama NPC. The trustees for the Commercial Producers Trust are being nominated from Grain SA working groups. 2.5 Enabling services within the group of entities include: i) Human Resources and Corporate services ii) Communication, Public Relations and Advocacy iii) CoSec services iv) IT and Data development and v) Financial services. 2.6 These enabling services are being rendered to all the entities in the group and are regulated in terms of service level agreements, between Nampo (Pty) Ltd and the other entities in the group. Services are rendered at agreed to costing determined annually in the budget planning process. 3. Compliance with Section 30B of the Income Tax Act: Sale of Business Agreement 3.1 Section 30B(2)(b)(ix) of the Income Tax Act determines that substantially the whole of Grain SA’s income must be derived from its annual or other long-term members. Substantially the whole is considered by SARS to be between 85% and 90% of Grain SA's funding. 3.2 Congress 2024 approved the restructuring of the organisation, to comply with Section 30B of the Income Tax Act, on the condition that no fixed assets would be transferred from Grain SA. 3.3 However, during the process of restructuring, it became evident that total compliance with Section 30B will not be achieved, without the transfer of: a) Alenti office park block C, and b) Farm Marthaville with NAMPO Park. 3.4 Should Alenti office park block C and the farm Marthaville remain in the name of Grain SA, the income from the rental of such properties to Grain SA, would be deemed as non-member related. 3.5 The Grain SA Board, after sufficient assurance was received, resolved that the farm Marthaville with NAMPO Park, and Alenti office park block C, should be transferred as part of the Sale of Business Agreement. 3.6 The agreement was structured as a loan and the issuance of a single share to Grain SA, to ensure that Grain SA remains the sole shareholder. 3.7 Article 22.9 of the Constitution of Grain SA determines that Congress must approve the sale of any movable assets of Grain SA, constituting more than half of the value of the total assets of Grain SA. Therefore, the matter had also been referred to Congress 2025, for approval. 3.8 On 12 March 2025, Congress formally approved the transfer of these two assets from Grain SA NPO to Nampo (Pty) Ltd. 3.9 The Sale of Business Agreement was implemented per phase, with the last phase (phase 6) with the transfer of properties by 28 August 2025. COMPANY SECRETARY
RkJQdWJsaXNoZXIy NTI0MzQ=