PSV HOLDINGS LIMITEDIncorporated in the Republic of South Africa (Registration number 1988/004365/06)JSE code: PSV ISIN: ZAE000078705 (“PSV” or “the Company” or “the Group”)

Provisional Reviewed Condensed Consolidated Results for the year ended 29 February 2012

Reviewed AuditedR’000 2012 2011

Revenue 339 243 223 277Cost of sales (276 173) (184 434)

Gross profit 63 070 38 843Operating expenses* (76 771) (60 240)

Operating loss (13 701) (21 577)Financial income 380 163Financial expenses (10 319) (4 930)

Loss before taxation (23 640) (26 344)Taxation (charge)/credit (6 322) 3 576

Comprehensive loss for the year from continuing operations (29 962) (22 768)Profit from discontinued operations 12 338 14 462

Loss for the year attributable to ordinary shareholders (17 624) (8 306)Other comprehensive loss adjustments – –Foreign currency translation loss (96) –

Total comprehensive loss for the year (17 720) (8 306)

Basic loss per share (cents) (7,06) (3,36)Basic loss per share – continuing operations (cents) (12,00) (9,21)Headline loss per share (cents) (9,86) (3,17)Headline loss per share – continuing operations (cents) (11,98) (9,02)Normalised loss per share (cents) (9,18) (7,70)Diluted loss per share (cents) (6,83) (3,30)Diluted loss per share – continuing operations (cents) (11,61) (9,04)Diluted headline loss per share (cents) (9,55) (3,11)Diluted headline loss per share – continuing operations (cents) (11,60) (8,85)

Reconciliation of lossLoss after tax from continuing operations (29 962) (22 768)Profit on disposal of assets (574) (520)Gain on bargain purchase (10 788) –Impairment of goodwill and specific intangibles 12 651 –Deferred tax reversed on impairment of intangibles (1 254) –Impairment of non-current assets – 998

Headline loss (29 927) (22 290)Interest on deferred purchase consideration 2 594 950Amortisation of intangible assets 2 786 2 038Deferred taxation on amortisation of intangible assets (781) (571)Share-based payments 641 834Straight lining of rentals 1 750 –

Normalised loss (22 937) (19 039)

Weighted average number of shares in issue (‘000) 249 771 247 210Fully diluted number of shares in issue (‘000) 258 044 251 740

*Operating expenses includes impairment charges, depreciation, amortisation and is net of sundry income

Condensed consolidated statement of comprehensive income for the year ended 29 February 2012

Condensed consolidated statement of fi nancial position at 29 February 2012

Reviewed AuditedR’000 2012 2011

ASSETSNon-current assets 82 369 69 827

Property, plant and equipment 31 860 13 682Intangible assets 15 354 16 355Goodwill 32 057 32 997Deferred taxation assets 2 410 6 793Loans receivable 688 –

Current assets 208 436 220 150

Inventories 42 867 23 312Trade and other receivables 57 601 45 312Taxation receivable 839 2 054Short term portion of loans receivable 1 000 –Cash and cash equivalents 27 180 16 399Non-current assets held for sale 78 949 133 073

Total assets 290 805 289 977

EQUITY AND LIABILITIESShareholders’ equityOrdinary shareholders’ interest 125 772 142 749

Stated capital 271 606 270 806Share based payment reserve 206 263Retained loss (142 845) (125 221)Foreign currency translation reserve (3 195) (3 099)

Non-current liabilities 48 699 23 654

Borrowings 22 499 19 865Purchase consideration payable 20 504 –Deferred tax liabilities 5 696 3 789

Current liabilities 116 334 123 574

Trade and other payables 57 737 38 718Current portion of long term liabilities 9 090 11 257Current portion of purchase consideration payable 1 953 5 623Taxation payable 2 477 662Bank overdrafts 18 011 37 104Loan from related parties 1 600 –Non-current liabilities held for sale 25 466 30 210

Total equity and liabilities 290 805 289 977

Net asset value per share (cents) 49,69 57,74Net tangible asset value per share (cents) 30,96 37,78

Total number of shares in issue (net of treasury shares) (‘000) 253 106 247 210

Condensed consolidated statement of cash fl ows at 29 February 2012

Reviewed AuditedR’000 2012 2011

Cash flows from operations 57 120 7 044Cash flows utilised in investing activities (16 172) (16 418)Cash flows from financing activities 835 10 846

Increase in cash and cash equivalents 41 783 1 472Cash at acquisition of subsidiary (2 001) 296Cash and cash equivalents at beginning of the year (20 705) (12 128)Cash transferred to assets held for sale (9 908) (10 345)

Cash and cash equivalents at end of the year 9 169 (20 705)

Condensed statement of changes in equity at 29 February 2012

R’000 Stated capital

Share based payment reserve

Retained loss

Foreign currency

translation reserve Total

Balance at 28 February 2010 270 806 1 670 (119 155) (3 099) 150 222Share based payment transactions – 833 – – 833Loss for the year – – (8 306) – (8 306)Transfer of vested shares from share based payment reserve – (2 240) 2 240 – –

Balance at 28 February 2011 270 806 263 (125 221) (3 099) 142 749Issue of shares 3 688 – – – 3 688Transfer of shares to treasury shares (2 888) – – – (2 888)Share based payment transactions – 641 – – 641Transfer of vested shares from share based payment reserve – (698) – – (698)Net loss for the year – – (17 624) – (17 624)Foreign currency translation differences – – – (96) (96)

Balance at 29 February 2012 271 606 206 (142 845) (3 195) 125 772

Segmental reportat 29 February 2012

R’000

Valves and Industrial Supplies

Specialised Services

Shared Services Total

2012Revenue 167 723 171 520 – 339 243Gross profit 45 030 18 040 – 63 070Operating expenses 25 832 7 849 36 319 70 000Profit/(loss) before tax 28 781 (3 297) (49 124) (23 640)Depreciation/amortisation 1 998 3 125 4 364 9 487Capital expenditure (14 498) (3 584) (6 796) (24 878)Gross assets 69 984 68 039 50 764 188 787Gross liabilities 38 869 32 920 86 430 158 219

2011Revenue 49 074 174 203 – 223 277Gross profit 10 159 28 684 – 38 843Operating expenses 6 948 31 081 (3 335) 34 694Profit/(loss) before tax 5 097 271 (31 712) (26 344)Depreciation/amortisation 95 2 876 3 198 6 169Capital expenditure (7) (4 349) (1 248) (5 604)Gross assets 17 036 103 611 55 570 176 217Gross liabilities 2 227 47 633 53 601 103 461

BASIS OF PREPARATIONThese condensed consolidated financial statements for the year ended 29 February 2012, which are based on reasonable estimates and judgements, have been prepared in accordance with the recognition and measurement criteria of International Financial Reporting Standards (“IFRS”), its interpretations adopted by the International Accounting Standards Board (“IASB”), IAS34 : Interim Financial Reporting, the AC500 standards as issued by the Accounting Practices Board or its successor, and in compliance with the Listing Requirements of the JSE Limited and the requirements of the South African Companies Act, 2008 (Act 71 of 2008). The accounting policies followed are consistent with those used in the prior year and are in terms of IFRS.

The financial results for the year ended 28 February 2011 have been restated by disclosing the results of the Pump Business as discontinued operations to enhance comparability.

These results have been reviewed by KMPG, the Group’s auditors, and their unmodified review opinion is available for inspection at the registered office of PSV.

These results have been prepared under the supervision of Anthony Dreisenstock CA(SA), the Financial Director of PSV.

Commentary NATURE OF BUSINESSPSV is an industrial engineering holding company now comprising two operating business segments:• Valves and Industrial Supplies; and• Specialised Services (including petrochemical and cryogenic activities).

FINANCIAL AND OPERATIONAL REVIEWThe Group disposed of its Groupline Projects subsidiary in September 2011 for a profit of R18,8 million. The proceeds received were utilised in paying off debt held with Investec. This reduced the Group’s debt equity ratio from 42% to 29% as at 29 February 2012.

As previously announced, the Group is in the process of disposing of its pump companies comprising PSV Services (Pty) Ltd, PSV Zambia (Pvt) Ltd, APE Pumps (Pty) Ltd, Mather and Platt (Pty) Ltd and the property these companies operate from, PSV Properties 2 (Pty) Ltd (collectively referred to as the “Pump Business”) for a total purchase consideration amounting to R54 million. As stated previously, the main purpose for the disposal is to settle debt, provide working capital to the Group’s remaining subsidiaries and pay a special dividend to shareholders. The results of the Pump Business’ operations have been reflected as part of the profit from discontinued operations. Following shareholder approval at the general meeting held earlier today, all conditions precedent to the disposal have now been fulfilled, with the exception of the payment of the proceeds by the Purchaser by no later than 7 June 2012.

On the assumption that the Group will collect a minimum of R12 million of its intercompany loan accounts associated with the Pump Business, it has become necessary to impair non-current assets owned by these companies as discussed below.

The Group’s trading results have been marred by the necessity to impair the following assets:• Goodwill and intangibles arising in Engineered Linings and Rand Air and Gas Installations amounting to R12,7 million. • Alignment of the carrying value of the Pump Business in the process of being disposed of, to the purchase consideration to be received.

The impairment amounts to R12,2 million and has been included in the profit from discontinued operations. • Impairment of the deferred tax assets arising in PSV Holdings and Petrologic. The total impairment amounts to R8,7 million. PSV Holdings

is an investment holding company that recovers the bulk of its costs from its underlying subsidiaries. As there are limited possibilities of this company reflecting taxable income, the deferred tax asset has been impaired. The deferred tax asset in Petrologic has been impaired due to the poor trading results made by this subsidiary. We expect that this company will become profitable within the next two years and consequently the Group is taking the necessary steps in its restructuring process to mitigate further losses.

As a result of these material impairments, the Group’s basic loss per share from continuing operations increased from 9,21 cents to 12,00 cents, and its headline loss per share from continuing operations increased from 9,02 cents to 11,98 cents.

Notwithstanding the above, the Group’s turnover from continuing operations increased by 52% to R339,2 million compared to R223,3 million in the prior year and gross margins improved by just over 1% to 18,6%. Operational expenditure increased, but disproportionally to the increase in turnover (21% of turnover vs. 27% in February 2011). As a result, the Group generated an EBITDA margin of 2,5% on turnover amounting to R8,4 million compared to a R14,3 million loss in the prior year.

Exceptional trading performances by Omnirapid Industrial and Mining Supplies and the new acquisition, Turbo Agencies, were highlights for the year under review. Both companies exceeded budgeted expectations and experienced the best years in their trading histories.

In addition, the Group managed to generate positive cash flows from operating activities, which allowed PSV to comfortably service all of its debt obligations and still retain just over R9 million in the bank at year end. The generation of record levels of operating cash belies the ostensible poor results made by the Group.

Following the disposal of the Pump Business, the Group will be in a net cash positive position after settling all its debt obligations with Investec and before the declaration of any dividends to shareholders.

The cryogenic companies, Rand Air and Gas Installations and Cryoshield, both suffered from the deep recession that the gas industry finds itself in. The erosion of gross margins, higher operating costs and poor cash flows characterised these companies. We expect that difficult conditions will prevail until October 2012.

Despite promising prospects, Petrologic had a tough year as it was forced to operate on uneconomic revenue streams. In order to maintain service levels with the petroleum companies it is necessary to maintain an expensive infrastructure, making this business marginal in nature. Petrologic is currently attempting to obtain additional income streams which will assist in returning the company to profit. The Board of PSV have guaranteed to invest sufficient funds directly or indirectly into this business to ensure it remains a viable going concern.

PROSPECTSThe management of PSV expects the trading environment to become easier in the second quarter of the 2013 financial year, mainly attributable to the reduced gearing in the Group subsequent to the disposal of the Pump Business. This will release additional working capital and permit our remaining companies to implement aggressive organic growth strategies. In addition, the elimination of the Investec debt will reduce finance costs in the holding company, thereby minimising interest costs and increasing profitability by R4 - 5 million per annum.

CHANGES TO THE BOARD OF DIRECTORSDuring the year under review, the following changes were made to the Board:

CE Chimombe-Munyoro, E Dube (Alternate), MM Patel, GS Nzalo were not re-elected by shareholders at the annual general meeting held on on 29 September 2011. DJ Kelly’s designation changed from executive director to non-executive director on 30 September 2011.

The following independent non-executive directors were appointed:• Ralph Patmore (Chairperson of the Board and the Risk Committee)* • Anthony de la Rue (Chairperson of the Audit Committee)*• Portia Molefe (Chairperson of the Social and Ethics Committee) *** Appointed 8 November 2011

** Appointed 2 May 2012

DIVIDENDSNo dividends have been declared or proposed in respect of the year ended 29 February 2012. The Board will continue to review the dividend policy annually.

However, following the disposal of the Pump Business, the Board is in the process of finalising the declaration of a special once off dividend to shareholders, subject to the payment of the proceeds by the Purchaser as mentioned above. A further announcement in this regard will be made in due course.

CHANGE IN COMPANY SECRETARYDuring the year under review, Merchantec Capital replaced Monika Pretorius as company secretary on 13 February 2012.

SUBSEQUENT EVENTSThere are no other material events that have occurred since the end of the period under review, up to and including the date of this report.

For and on behalf of the Board

AJD da Silva AR DreisenstockChief Executive Officer Financial Director

31 May 2012

DIRECTORSExecutive Directors: P Robinson* (Deputy Chairman), AJD da Silva (Chief Executive Officer), AR Dreisenstock (Financial Director)

Non-Executive Directors: DJ Kelly*, R Patmore**, A de la Rue**, P Molefe***British **Independent

COMPANY SECRETARY: Merchantec Capital

REGISTERED OFFICE: PSV Holdings Office Park, Corner Barbara and North Reef Roads, Elandsfontein, Johannesburg Postnet Suite 229, Private Bag X19, Gardenview, 2047 Tel (local): 0860 778 778 Tel (international): +2711 657 6000 Fax: 0860 329 778

TRANSFER SECRETARIES: Computershare Investor Services Proprietary Limited

AUDITORS: KPMG

DESIGNATED ADVISER: Merchantec Capital

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