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Wed 21 Sep 2011, 7:06 ADI - ADAPTIT Holdings Limited - Abridged consolidated audited results for the
ADI
ADI                                                                             
ADI - ADAPTIT Holdings Limited - Abridged consolidated audited results for the  
year ended 30 June 2011, final dividend declaration, Notice of Annual General   
Meeting and posting of the Annual Report                                        
ADAPTIT HOLDINGS LIMITED                                                        
(Incorporated in the Republic of South Africa)                                  
(Registration number 1998/017276/06)                                            
Share code: ADI ISIN: ZAE000113163                                              
("Adapt IT" or "the Company" or "the Group")                                    
ABRIDGED CONSOLIDATED AUDITED RESULTS FOR THE YEAR ENDED 30 JUNE 2011, FINAL    
DIVIDEND DECLARATION, NOTICE OF ANNUAL GENERAL MEETING AND POSTING OF THE       
ANNUAL REPORT                                                                   
Consolidated, audited statements of comprehensive income for the year ended 30  
June 2011                                                                       
                                                   GROUP        GROUP           
                                                   12 months    16 months       
ended        ended           
                                                   30 June      30 June         
                                                   2011         2010            
                                                   R            R               
Services rendered                                 153 715 808  183 220 943     
 Sale of goods                                     19 816 828   15 765 553      
 Interest income                                   4 245 667    5 622 971       
 Dividend income                                   -            34 908          
Other income                                      3 128 235    3 807 426       
 Revenue                                           180 906 539  208 451 800     
 Turnover                                          173 532 636  198 986 496     
 Cost of sales                                     (90 107 278) (107 078        
167)            
 Gross profit                                      83 425 358   91 908 329      
 Administrative, selling and other costs           (71 505 256) (76 820 348)    
 Other income                                      3 128 235    3 807 426       
Dividend income                                   -            34 908          
 Profit from operations (before interest)          15 048 337   18 930 315      
 Interest income                                   4 245 667    5 622 971       
 Finance costs                                     (1 100 654)  (944 841)       
Loss from associate                               -            (63 625)        
 Profit before taxation                            18 193 350   23 544 820      
 Taxation                                          (4 947 226)  (6 708 942)     
 Profit for the period                             13 246 124   16 835 878      
Other comprehensive income for the period, net    134 548      (169 155)       
 of tax                                                                         
 Exchange differences on translation of foreign    134 548      (169 155)       
 operations                                                                     
Total comprehensive income for the                                             
 period, net of tax                                13 380 672   16 666 723      
 Profit for the period:                                                         
 Attributable to equity shareholders of the        11 044 511   13 100 081      
parent                                                                         
 Attributable to non-controlling interests         2 201 613    3 735 797       
                                                   13 246 124   16 835 878      
 Total comprehensive income for the period                                      
Attributable to equity shareholders of the        11 246 812   13 013 812      
 parent                                                                         
 Attributable to non-controlling interests         2 133 860    3 652 911       
                                                   13 380 672   16 666 723      
Weighted average number of shares in issue        97 245 767   96 084 561      
 Earnings per share (cents)                        11,36        13,64           
 Fully diluted earnings per share (cents)          11,36        13,64           
                                                   COMPANY       COMPANY        
12 months     16 months      
                                                   ended         ended          
                                                   30 June       30 June        
                                                   2011          2010           
R             R              
Services rendered                                   -             765 727       
Sale of goods                                       -             -             
Interest income                                     25 368        368 620       
Dividend income                                     6 826 924     1 320 328     
Other income                                        1 113 032     2 453 293     
Revenue                                             7 965 324     5 907 968     
Turnover                                            -             1 765 727     
Cost of sales                                       -             -             
Gross profit                                        -             1 765 727     
Administrative, selling and other costs             (3 436 911)   (2 423 828)   
Other income                                        1 113 032     2 453 293     
Dividend income                                     6 826 924     1 320 328     
Profit from operations (before interest)            4 503 045     3 115 520     
Interest income                                     25 368        368 620       
Finance costs                                       (4 792)       (15 512)      

Loss from associate                                 -             -             
Profit before taxation                              4 523 621     3 468 628     
Taxation                                            (356 658)     (344 175)     
Profit for the period                               4 166 963     3 124 453     
Other comprehensive income for the period, net of   -             -             
tax                                                                             
Total comprehensive income for the period, net of   4 166 963     3 124 453     
tax                                                                             
Profit for the period:                                                          
Attributable to equity shareholders of the parent    4 166 963    3 124 453     
Attributable to non-controlling interests           -             -             
4 166 963     3 124 453      
Total comprehensive income for the period                                       
Attributable to equity shareholders of the parent     4 166 963   3 124 453     
Attributable to non-controlling interests           -             -             
4 166 963     3 124 453      
Consolidated, audited statements of financial position as at 30 June 2011       
                                                   GROUP         GROUP          
                                                   30 June             30       
2011          June           
                                                   R             2010           
                                                                 R              
ASSETS                                                                          
Non-current assets                                  43 868 909    39 765 127    
Amounts owing from subsidiary                       -             -             
Property and equipment                              21 533 510    22 719 927    
Intangible assets                                   1 452 498     109 241       
Interest in subsidiaries and share trust            -             -             
Goodwill                                            10 407 854    10 407 854    
Deferred taxation asset                             10 475 047    6 528 105     
Current assets                                      61 745 521    84 975 555    
Accounts receivable                                 43 067 695    45 848 856    
Cash and cash equivalents                           18 677 826    39 126 699    
Total assets                                        105 614 430   124 740 682   
EQUITY AND LIABILITIES                                                          
Share capital                                       9 835         9 570         
Share premium                                       8 650 098     7 196 322     
Share-based payment reserve                         -             893 020       
Foreign currency translation reserve                116 032       (86 269)      
Retained earnings                                   39 376 153    34 666 074    
Equity attributable to ordinary shareholders        48 152 118    42 678 717    
Non-controlling interest                            -             7 825 266     
Total equity                                        48 152 118    50 503 983    
Non-current liabilities                             5 747 229     4 917 182     
Interest-bearing borrowings                         1 575 836     2 447 576     
Deferred taxation liability                         4 171 393     2 469 606     
Current liabilities                                 51 715 083    69 319 517    
Interest-bearing borrowings                         1 232 874     1 793 103     
Non-interest bearing borrowings                     -             10 315 036    
Accounts payable                                    9 718 636     19 864 212    
Provisions                                          8 887 625     7 243 852     
Deferred income                                     31 076 107    25 844 741    
Amounts owing to subsidiaries                       -             -             
Taxation payable                                    799 841       4 258 573     
Total equity and liabilities                        105 614 430   124 740 682   
Number of ordinary shares in issue                  98 181 551    97 458 466    
Net asset value per share                           49.52         52.77         
Tangible net asset value per share                  28.04         35.21         
                                                                                
COMPANY       COMPANY        
                                                   30 June       30 June        
                                                   2011          2010           
                                                   R             R              
ASSETS                                                                          
Non-current assets                                  46 196 326    28 400 565    
Amounts owing from subsidiary                       15 331 125    10 737 000    
Property and equipment                              -             -             
Intangible assets                                   -             -             
Interest in subsidiaries and share trust            30 865 201    17 663 565    
Goodwill                                            -             -             
Deferred taxation asset                             -             -             
Current assets                                      450 739       96 699        
Accounts receivable                                 82 981        27 957        
Cash and cash equivalents                           367 758       68 742        
Total assets                                        46 647 065    28 497 264    
EQUITY AND LIABILITIES                                                          
Share capital                                       9 881         9 745         
Share premium                                       8 833 005     8 112 296     
Share-based payment reserve                         -             -             
Foreign currency translation reserve                -             -             
Retained earnings                                   4 472 588     3 569 509     
Equity attributable to ordinary shareholders        13 315 474    11 691 550    
Non-controlling interest                            -             -             
Total equity                                        13 315 474    11 691 550    
Non-current liabilities                             -             -             
Interest-bearing borrowings                         -             -             
Deferred taxation liability                         -             -             
Current liabilities                                 33 331 591    16 805 713    
Interest-bearing borrowings                         -             -             
Non-interest-bearing borrowings                     -             -             
Accounts payable                                    219 659       111 283       
Provisions                                          -             -             
Deferred income                                     -             -             
Amounts owing to subsidiaries                       33 458 793    16 552 292    
Taxation payable                                    (346 861)     142 139       
Total equity and liabilities                        46 647 065    28 497 263    
Consolidated, audited statements of cash flows for the year ended 30 June 2011  
                                                   GROUP         GROUP          
                                                   12 months     16 months      
ended         ended          
                                                   30 June       30 June        
                                                   2011          2010           
                                                   R             R              
Cash flows from operating activities                                            
Profit from operations (before interest and         15 048 337    18 895 407    
dividends)                                                                      
Adjustment for:                                                                 
Provision for leave pay and bonus                   1 643 772     1 463 368     
Impairment loss                                     51            73 683        
Non-cash flow items                                 (64 075)      (1 169 145)   
Foreign currency translation variance               -             -             
Share-based payment expense                         -             90 341        
Loss/(Profit) on sale of equipment                  101 467       (318 802)     
Depreciation and amortisation                       2 992 740     3 013 510     
Cash generated from/(utilised by) operations,       19 722 292    22 048 362    
before working capital changes                                                  
Working capital changes                                                         
Decrease/(Increase) in receivables                  2 781 161     (12 311 884)  
(Decrease)/Increase in payables                     (4 835 752)   11 597 627    
Cash generated from/(utilised by) operations        17 666 701    21 334 105    
Taxation paid                                       (10 666 006)  (5 536 564)   
Interest income                                     4 245 667     5 622 971     
Finance costs                                       (1 100 654)   (944 841)     
Dividend income from subsidiary                     -             -             
Dividend income from associate                      -             34 908        
Dividend paid to shareholders                       (3 263 884)   (1 779 186)   
Net cash inflow/ from operating activities          6 882 824     18 731 393    
Cash flows from investing activities                                            
Acquisition of assets on expansion                  (3 268 355)   (9 606 777)   
Proceeds on disposal of equipment                   17 308        437 802       
Decrease in investment in associate                 -             63 625        
Acquisition of interest in ITS Holdings             (19 126 691)  (16 000 000)  
Repayment of shareholder loan                       (3 656 539)   -             
Net cash (outflow) from investing activities        (26 034 277)  (25 105 350)  
Cash flows from financing activities                                            
Proceeds from borrowings                            11 201 278    17 114 820    
Repayment of borrowings                             (12 633 246)  (11 304 603)  
Issue of company`s shares                           -             10 080        
Elimination of pre-acquisition loan from ITS        -             (1 430 000)   
Net cash (outflow)/inflow from financing activities (1 431 968)   4 390 297     
Net (decrease) in cash resources                    (20 583 421)  (1 983 660)   
Exchange differences on translation                 134 548       (169 155)     
Cash resources at beginning of period               39 126 699    14 556 076    
Cash resources on acquisition of subsidiaries       -             26 723 438    
Cash resources at end of period                     18 677 826    39 126 699    
                                                   COMPANY       COMPANY        
                                                   12 months     16 months      
ended         ended          
                                                   30 June       30 June        
                                                   2011          2010           
                                                   R             R              
Cash flows from operating activities                                            
Profit from operations (before interest and         (2 323 879)   1 795 192     
dividends)                                                                      
Adjustment for:                                                                 
Provision for leave pay and bonus                   -             -             
Impairment loss                                     51            61 489        
Non-cash flow items                                 (12 647)      -             
Foreign currency translation variance               -             -             
Share-based payment expense                         -             -             
Loss/(Profit) on sale of equipment                  -             -             
Depreciation and amortisation                       -             -             
Cash generated from/(utilised by) operations,       (2 336 475)   1 856 681     
before working capital changes                                                  
Working capital changes                                                         
(Increase)/Decrease in receivables                  (55 024)      576 567       
/Increase/(Decrease) in payables                    108 376       (373 770)     
Cash generated from/(utilised by) operations        (2 283 123)   2 059 478     
Taxation paid                                       (845 658)     (826 405)     
Interest income                                     25 368        368 620       
Finance costs                                       (4 792)       (15 512)      
Dividend income from subsidiary                     6 826 924     1 320 328     
Dividend income from associate                      -             -             
Dividend paid to shareholders                       (3 263 884)   (1 779 097)   
Net cash inflow from operating activities           464 834       1 127 412     
Cash flows from investing activities                                            
Acquisition of assets on expansion                  -             -             
Proceeds on disposal of equipment                   -             -             
Decrease in investment in associate                 -             -             
Acquisition of interest in ITS Holdings             (19 126 691)  (16 000 000)  
Repayment of shareholder loan                       (18 970 873)  3 570 389     
Net cash (outflow) from investing activities        (155 818)     (12 429 611)  
Cash flows from financing activities                                            
Proceeds from borrowings                            19 126 691    3 592 199     
Repayment of borrowings                             -                           
Issue of company`s shares                           -             -             
Elimination of pre-acquisition loan from ITS        -             -             
Net cash inflow from financing activities           19 126 691    3 592 199     
Net increase/(decrease) in cash resources           299 015       (7 710 000)   
Exchange differences on translation                 -             -             
Cash resources at beginning of period               68 742        7 778 742     
Cash resources on acquisition of subsidiaries       -             -             
Cash resources at end of period                     367 758       68 742        
Consolidated, audited statements of changes in equity for the year ended 30 June
2011                                                                            
SHARE-BASED       
                             SHARE    SHARE     RETAINED      PAYMENT           
                             CAPITAL  PREMIUM   EARNINGS      RESERVE           
                             R        R         R             R                 
GROUP                                                                           
Balance at 28 February 2009   9 565    7 186     23 345 179    802 679          
                                      247                                       
Acquisition of subsidiary     -        -         -             -                
Profit for the period         -        -         13 100 081    -                
Other comprehensive income                                                      
for the period                -        -         -             -                
Total comprehensive income                                                      
for the period                -        -         13 100 081    -                
Shares issued during the year 5        10 075    -             -                
Recognition of share-based    -        -         -             90 341           
payment                                                                         
Dividend paid                 -        -         (1 779 186)   -                
Balance at 30 June 2010       9 570    7 196     34 666 074    893 020          
                                      322                                       
Profit for the year           -        -         11 044 511    -                
Other comprehensive income                                                      
for the year                  -        -         -             -                
Total comprehensive income                                                      
for the year                  -        -         11 044 511    -                
Transfer from share-based     -        -         893 020       (893 020)        
payment                                                                         
Shares issued during the year 265      1 453     -             -                
                                      776                                       
Acquisition of non-                                                             
controlling interest in       -        -         (3 963 568)   -                
subsidiaries                                                                    
Dividend paid                 -        -         (3 263 884)   -                
Balance at 30 June 2011       9 835    8 650     39 376 153    -                
                                      098                                       
                           FOREIGN   ATTRIBUTAB                                 
                           CURRENCY  LE         NON-                            
TRANSLAT  TO EQUITY  CONTROLLIN                      
                           ION       HOLDERS OF G           TOTAL               
                           RESERVE   THE PARENT INTEREST    R                   
                           R         R          R                               
GROUP                                                                           
Balance at 28 February      -         31 343 670 1 415 355   32 759 025         
2009                                                                            
Acquisition of subsidiary   -         -          2 757 000   2 757 000          
Profit for the period       -         13 100 081 3 735 797   16 835 878         
Other comprehensive income                                                      
for the period              (86 269)  (86 269)   (82 886)    (169 155)          
Total comprehensive income                                                      
for the period              (86 269)  13 013 812 6 409 911   19 423 723         
Shares issued during the    -         10 080     -           10 080             
year                                                                            
Recognition of share-based                                                      
payment                     -         90 341     -           90 341             
Dividend paid               -         (1 779     -           (1 779 186)        
                                     186)                                       
Balance at 30 June 2010     (86 269)  42 678 717 7 825 266   50 503 983         
Profit for the year         -         11 044 511 2 201 613   13 246 124         
Other comprehensive income                                                      
for the year                202 301   202 301    (67 753)    134 548            
Total comprehensive income                                                      
for the year                202 301   11 246 812 2 133 860   13 380 672         
Transfer from share-based                                                       
payment                     -         -          -           -                  
Shares issued during the    -         1 454 041  -           1 454 041          
year                                                                            
Acquisition of non-                                                             
controlling interest in     -         (3 963     (9 959      (13 922            
subsidiaries                          568)       126)        694)               
Dividend paid               -         (3 263     -           (3 263 884)        
                                     884)                                       
Balance at 30 June 2011     116 032   48 152 118 -           48 152 118         
                                SHARE    SHARE      RETAINED                    
CAPITAL  PREMIUM    EARNINGS    TOTAL           
                                R        R          R           R               
 COMPANY                                                                        
 Balance at 28 February 2009    9 745    8 112 296  2 224 153   10 346 194      
Profit for the period          -        -          3 124 453   3 124 453       
 Other comprehensive income                                                     
 for the period                 -        -          -           -               
 Total comprehensive income                                                     
for the period                  -        -         3 124 453   3 124 453       
 Dividend paid                  -        -          (1 779      (1 779          
                                                    097)        097)            
 Balance at 30 June 2010        9 745    8 112 296  3 569 509   11 691 550      
Profit for the year            -        -          4 166 963   4 166 963       
 Other comprehensive income                                                     
 for the year                   -        -          -           -               
 Total comprehensive income                                                     
for the year                   -        -          4 166 963   4 166 963       
 Shares issued during the year  136      720 709    -           720 845         
 Dividend paid                  -        -          (3 263      (3 263          
                                                    884)        884)            
Balance at 30 June 2011        9 881    8 833 005  4 472 588   13 315 474      
SEGMENT ANALYSIS                                                                
For management purposes, the Group is organised into the following segments:    
-    ApplyIT - design, development and implementation of safety, health,        
environment, quality and plant operations management software solutions;    
-    ITS - design, development and implementation of higher education and       
    further education and generic software solutions;                           
-    Adapt IT - implementation and maintenance of ERP and niche software,       
systems integration and information management solutions; and               
-    Other - includes group head office activities.                             
Management monitors the operating results of its business units separately for  
the purpose of making decisions about resource allocation and performance       
assessment. Monthly management meetings are held to evaluate segment performance
against budget and forecast.                                                    
The following tables present revenue and profit information regarding the       
Group`s operating segments for the periods ended 30 June 2011 and 30 June 2010  
respectively:                                                                   
                               Adapt IT      ITS           ApplyIT              
                               R             R             R                    
12 months ended 30 June 2011                                                    
Revenue*                                                                        
Third party                     77 582 632    93 283 869    10 014 659          
Intersegment                    1 286 959     20 795        2 574 601           
Total revenue                   78 869 591    93 304 664    12 589 260          
Segment profit/(loss) before    6 357 774     14 616 932    779 392             
tax                                                                             
16 months ended 30 June 2010                                                    
Revenue*                                                                        
Third party                     106 337 670   84 685 603    14 028 162          
Intersegment                    644 801       374 120       293 060             
Total revenue                   106 982 471   85 059 723    14 321 222          
Segment profit before tax       12 159 818    10 337 144    102 079             

                               Other         Adjustments   Total                
                                             and                                
                                             eliminations                       
R             R             R                    
12 months ended 30 June 2011                                                    
Revenue*                                                                        
Third party                     25 378        -             180 906 538         
Intersegment                    1 113 031     (4 995 386)   -                   
Total revenue                   1 138 409     (4 995 386)   180 906 538         
Segment profit/(loss) before    (2 304 277)   (1 256 471)   18 193 350          
tax                                                                             
16 months ended 30 June 2010                                                    
Revenue*                                                                        
Third party                     3 400 366     -             208 451 801         
Intersegment                    2 507 602     (3 819 583)   -                   
Total revenue                   5 907 968     (3 819 583)   208 451 801         
Segment profit before tax       2 148 300     (1 202 521)   23 544 820          
                                                                                
* Revenue includes sales and services rendered to customers, interest income and
dividends received.                                                             
The following table presents segment assets of the Group`s operating segments as
at 30 June 2011 and 30 June 2010:                                               
                                Adapt IT      ITS          ApplyIT              
R             R            R                    
Segment assets                                                                  
30 June 2011                     76 824 980    102 382 428  7 753 640           
30 June 2010                     50 635 585    108 669 621  4 493 498           
Segment liabilities                                                             
30 June 2011                     37 548 877    52 726 861   15 623 808          
30 June 2010                     15 474 391    69 704 436   13 923 069          
                                                                                
Other         Adjustments  Total                
                                              and                               
                                              eliminations                      
                                R             R            R                    
Segment assets                                                                  
30 June 2011                     46 816 571    (128 163     105 614 430         
                                              189)                              
30 June 2010                     29 180 345    (68 238 367) 124 740 682         
Segment liabilities                                                             
30 June 2011                     33 378 227    (81 815 460) 57 462 313          
30 June 2010                     17 535 429    (46 300 069) 74 236 699          
                                Adapt IT      ITS          Apply IT             
R             R            R                    
GEOGRAPHIC INFORMATION                                                          
Revenues from                                                                   
external customers                                                              
South Africa                     42 675 195    49 469 150   10 509 541          
Other African countries          28 551 336    32 569 179   -                   
Europe                           -             3 232 901    -                   
Australasia                      -             8 033 424    2 079 719           
North America                    7 643 060     -            -                   
Total revenue per                                                               
consolidated statement of                                                       
comprehensive income             78 869 591    93 304 664   12 589 260          

                                Other         Adjustments  Total                
                                              and                               
                                              eliminations                      
R             R            R                    
GEOGRAPHIC INFORMATION                                                          
Revenues from                                                                   
external customers                                                              
South Africa                     1 138 409     (4 995 386)  98 796 917          
Other African countries          -             -            61 120 515          
Europe                           -             -            3 232 903           
Australasia                      -             -            10 113 143          
North America                    -             -            7 643 060           
Total revenue per                                                               
consolidated statement of                                                       
comprehensive income             1 138 409     (4 995 386)  180 906 538         
Adapt IT      ITS          Apply IT             
                                R             R            R                    
Non-current assets                                                              
South Africa                     21 114 282    66 709 553   1 920 297           
Other African countries          -             -            -                   
Europe                           -             21 754       -                   
Australasia                      -             45 811       -                   
Total                            21 114 282    66 777 118   1 920 297           

                                                                                
                                                                                
                                Other         Adjustments  Total                
and                               
                                              eliminations                      
                                R             R            R                    
Non-current assets                                                              
South Africa                     46 150 085    (92 092 873) 43 801 344          
Other African countries          -             -            -                   
Europe                           -             -            21 754              
Australasia                      -             -            45 811              
Total                            46 150 085    (92 092 873) 43 868 909          
Non-current assets for this purpose consist of property, plant and equipment and
intangible assets and deferred taxation.                                        
HEADLINE EARNINGS PER SHARE                     GROUP          GROUP            
2011           2010              
                                               R              R                 
Reconciliation between earnings and headline                                    
earnings:                                                                       
Earnings attributable to equity shareholders       11 044 511   13 100 081      
Less excess of fair value of net assets over                                    
purchase price on business combination                           (1 176 398)    
                                               -                                
Less loss/(profit) on sale of property and              101         (318 802)   
equipment                                       467                             
Add impairment on investment                                            73      
                                               51             683               
Headline earnings                                    11 146     11 678 564      
                                               029                              
Headline earnings per share (cents)              11,46          12,15           
Basis of preparation                                                            
The accounting policies applied in the preparation of these abridged            
consolidated audited financial statements, which are based on reasonable        
judgments and estimates, are in accordance with International Financial         
Reporting Standards ("IFRS") and are consistent with those applied in the annual
financial statements for the year ended 30 June 2010. These provisional         
financial statements as set out in this report have been prepared in terms of   
IAS 34 - Interim Financial Reporting, the Companies Act, 2008 (Act 71 of 2008)  
and the Listings Requirements of JSE Limited.                                   
AUDIT REPORT                                                                    
The annual financial statements for the period ended 30 June 2011 have been     
audited by Ernst & Young Inc. and their unqualified audit report is available   
for inspection at the Company`s registered office.                              
POST BALANCE SHEET EVENTS                                                       
There are no material events between the period end and the date of this report.
FINANCIAL PERFORMANCE                                                           
Adapt IT delivered a sound financial performance and significant sustainability 
advancements, in spite of the prevailing tough market conditions associated with
the world-wide economic slump. The Group`s solid business performance was       
especially marked by improvements in revenues and a healthy balance sheet,      
positioning Adapt IT well going forward. The acquisition of ITS Holdings        
(Proprietary) Limited ("ITS Holdings") precipitated a decision to change Adapt  
IT`s financial year-end from 28 February to 30 June in order to align the       
reporting periods and selecting a June year-end as it results in a more         
efficient annual reporting calendar. Accordingly, the results reflected in the  
2010 Annual Report are in respect of a 16-month period.                         
OPERATIONS                                                                      
Adapt IT enjoys a leading position within the markets in which it operates. The 
Group, through its subsidiaries, has the ability to create robust solutions,    
tailored to customers` operating environments. Organic growth is vigorously     
pursued through operational excellence, customer intimacy and advancements on   
the technological frontier.                                                     
ACQUISITIONS                                                                    
On 1 December 2010, the Group acquired 23% non-controlling interest in ApplyIT  
and on 1 January 2011, acquired the 49% non-controlling interest in ITS         
Holdings. Both subsidiaries have been fully integrated into the Group.          
DIRECTORATE                                                                     
It is with great sadness that on the 22nd of May 2011 we received the news of   
the passing away of Patrick September, who joined the board in the 2010         
financial year. Prior to his death, Patrick served as an integral part of the   
board, both in the role of Chairman of the Risk Committee as well as providing  
entrepreneurial leadership and good governance in the areas of strategy,        
performance and people management. On behalf of the board, I pass our           
condolences to the September family and to his Adapt IT colleagues.             
It had been planned that Patrick would succeed me as Chairman of the board in   
November this year as I have reached the recommended retirement age of 70, as   
per King III. However, due to his untimely death in May, the Nominations        
Committee has begun a process of finding a suitable successor.                  
Wanda Shuenyane resigned as a non-executive director after six years with Adapt 
IT to concentrate on growing his business. I thank him for his contribution as a
valued member of the board.                                                     
The board appointed Thembisa Dingaan and Craig Chambers as additional           
independent non-executive directors on 3 May 2011. The board looks forward to   
their contribution during the coming years. These appointments form an integral 
part of the group`s ongoing commitment to improving corporate governance and    
enhancing the strategic leadership of the group. They are both well experienced 
in their respective areas of expertise and their insight and contributions will 
undoubtedly improve the composite skills of the board.                          
BROAD-BASED BLACK ECONOMIC EMPOWERMENT ("B-BBEE")                               
Adapt IT is committed to transformation as both a moral and a business          
imperative. At its last rating, the Group scored 80.15 points and was rated as a
Level-3 Contributor. In its annual survey, the Financial Mail ranked Adapt IT as
the most empowered ICT company and in the top 40 most empowered companies listed
on the JSE. The Group strives to remain ahead of competitors in terms of B-BBEE,
in the knowledge that this will create a competitive advantage for the Company. 
STRATEGY                                                                        
Adapt IT`s strategy is to grow the Group aggressively through the organic growth
of its existing subsidiaries and through acquisitive growth at the Holding      
company level. Adapt IT focuses on improving core competencies, protecting and  
developing niche software intellectual property, enhancing and leveraging target
market knowledge, pursuing large-scale applications outsourcing opportunities,  
maintaining strong customer service, customer retention and continuing B-BBEE   
transformation. The long-term objective for its investors is clear; Adapt IT    
aims to enhance shareholder value through growing profits sustainably.          
PROSPECTS                                                                       
Market indicators and sentiment are beginning to show signs of improvement after
the recent economic turmoil and although continued challenges to the economy are
foreseen, Adapt IT remains confident of its ability to meet such challenges.    
Significant progress in line with the Group`s strategy has been made and service
offerings have been improved in readiness to take advantage of the expected     
economic recovery. Adapt IT will, however, remain prudent in its approach. Adapt
IT will expand into new high growth IT sectors where it believes it has a       
competitive advantage and the requisite competence to succeed.                  
APPRECIATION                                                                    
The Board extends its sincere thanks to the Group`s long-standing and new       
customers, suppliers, partners, shareholders and service providers for their    
ongoing support of Adapt IT. In addition, the Board thanks Adapt IT`s staff,    
without whose dedication, hard work, enthusiasm, team spirit, skills and        
appetite for growth and change, the Group would not be the industry leader it is
today.                                                                          
Ordinary dividend number 9                                                      
The board has set a policy of considering a dividend once annually, after the   
year-end. The board has declared a dividend on a dividend cover ratio of four   
times as the Group wishes to retain a significant proportion of profits for     
future growth activities.                                                       
The Group will have sufficient working capital to meet its requirements after   
the dividend payment. Notice is hereby given that a cash dividend of 2,84 cents 
per share ("the dividend") has been declared for the year ended 30 June 2011,   
payable to shareholders recorded in the books of the Company at close of        
business on 21 October 2011.                                                    
Shareholders are advised that the last day to trade cum-dividend will be Friday,
14 October 2011. Shares will trade ex-dividend as from Monday, 17 October 2011, 
and the record date will be Friday, 21 October 2011. Payment will be made on    
Monday, 24 October 2011. Share certificates may not be dematerialised or        
rematerialised during the period 17 October 2011 to 21 October 2011, both days  
inclusive. This dividend, having been declared after 30 June 2011, has not been 
provided for in the financial statements.                                       
The salient dates relating to the cash dividend are as follows:                 
Last day to trade shares cum dividend                 Friday, 14 October 2011   
Shares trade ex dividend                              Monday, 17 October 2011   
Record date                                           Friday, 21 October 2011   
Payment date                                          Monday, 24 October 2011   
NOTICE OF THE ANNUAL GENERAL MEETING AND POSTING OF ANNUAL REPORT               
The integrated annual report will be mailed to shareholders on 30 September     
2011.                                                                           
Notice is hereby given that the 12th Annual General Meeting of shareholders of  
Adapt IT will be held at 09:00 on Friday, 25 November 2011 at 4 & 5 Rydall      
Office Park, Rydall Vale Crescent, La Lucia Ridge.                              
The board of directors of the Company determined that, in terms of section      
62(3)(a), as read with section 59 of the Companies Act, 2008 (Act 71 of 2008),  
the record date for the purposes of determining which shareholders of the       
Company are entitled to participate in and vote at the Annual General Meeting is
Friday, 25 November 2011. Accordingly, the last day to trade Adapt IT shares in 
order to be recorded in the Register to be entitled to vote will be Friday,     
18 November 2011.                                                               
Directors                                                                       
Dr Bernard Ravno* (Chairman), Sbu Shabalala (Chief Executive Officer),          
Siboniso Shabalala (Financial Director), Tiffany Dunsdon, Bongiwe Ntuli*,       
Mandla Nhlapo*, Tembisa Dingaan*, Craig Chambers*                               
*Independent non-executive director                                             
Registered office                                                               
4/5 Rydall Vale Office Park                                                     
Rydall Vale Crescent                                                            
La Lucia Ridge                                                                  
KwaZulu-Natal                                                                   
Postal address                                                                  
PO Box 5207                                                                     
Rydall Vale Park                                                                
La Lucia Ridge Office Estate                                                    
Durban, 4019                                                                    
Transfer secretary                                                              
Computershare Investor Services (Pty) limited                                   
70 Marshall Street, Johannesburg, 2001                                          
(PO Box 61763, Marshalltown, 2107)                                              
Sponsor                                                                         
Merchantec Capital                                                              
Company secretary                                                               
Statucor (Proprietary) Limited                                                  
Auditors                                                                        
Ernst & Young Inc.                                                              
Durban                                                                          
Durban                                                                          
21 September 2011                                                               
Date: 21/09/2011 07:05:59 Produced by the JSE SENS Department.                  
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