Imara Holdings Limited 2014 annual report

Annual Report2014

The name Imara means ‘strong’ in Swahili, the language spoken by more than 130 million people living and working across Africa.

We chose this name for our Company because it reflects our African roots as well as the stability, persistence and endurance of our approach to wealth management. These qualities are proudly reflected in our Company motto: ‘strong in name, resolute by nature’.

As an investment banking Group with a uniquely African heritage, Imara has adopted a remarkable and typically African creature for our emblem. The scarab is small yet highly industrious.

Capable of carrying more than 800 times its body weight, it is one of the world’s strongest animals. It also plays an important role in maintaining a healthy and thriving ecosystem by improving soil fertility and forage growth.

Like the scarab, Imara accelerates the prosperity of the continent by offering a full range of financial products and solutions for institutional, corporate and high net worth clients investing in Africa.

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Vision, Purpose and Core Values

International Footprint And Regional Offices

Divisional Structure

Group Organisational Structure

Group Profile

Directorate and Group Management

Chairman’s Statement

Chief Executive Officer’s Review of Operations

Corporate Governance Report

Imara’s Corporate Social Investment Initiative Update

Glossary

Five-Year Financial Highlights and Ratios

Independent Auditor’s Report

Consolidated Statement of Comprehensive Income

Consolidated Statement of Financial Position

Consolidated Statement of Cash Flows

Consolidated Statement of Changes In Equity

Notes to the Consolidated Financial Statements

Shareholder Information

Notice of Annual General Meeting

Form of Proxy

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CONTENTS

VISION

“A Successful Africa.”

We are Africans, confident in the future of Africa.

We view Africa as the continent of opportunity and are passionate about its potential.

We believe that Africa’s influence will grow as its economies continue to develop.

We understand African markets and know how to harness their unique investment opportunities.

PURPOSE

“To Accelerate the Prosperity of Africa.”

We believe the key to unlocking Africa’s success is through economic growth and prosperity.

As a leading investment banking Group, we facilitate growth by offering a full range of financial products and solutions for institutional, corporate and high net worth clients investing in Africa.

VISION, PURPOSE AND CORE VALUES

CORE VALUES

Integrity

We are honest, ethical and transparent in our dealings with clients, our investors and with each other.

We demonstrate genuine structural integrity being unified in operation, sound in construction and robust in our management of risk and compliance.

Knowledge

With over 50 years of operation in Africa, we are equipped with an unrivalled reserve of expertise and experience.

We use this wealth of understanding to advise and invest more astutely than our competitors.

We make sure our clients benefit from our in-depth research.

We are uniquely qualified to develop African solutions for Africa.

Discipline

Discipline governs the processes through which we control and conduct business;it transforms our knowledge and competence into results.

We focus our efforts through efficient and reliable systems.

We promote a culture of ownership and accountability.

Enterprise

We believe enterprise is the combination of initiative and resourcefulness that fuels economic development.

We encourage African entrepreneurship to create prosperity in Africa.

We develop dynamic and innovative investment solutions.

Resoluteness

We believe resoluteness is the quality of being purposeful, determined and unwavering.

To be resolute is to be focused and committed, both attributes to which we aspire.

Our own strong character helps us to fulfil our purpose and concentrate on achieving our goals.

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Angola

Luanda +244 222 372 029

Nigeria

Lagos +234 1 461 0691

Kenya

Nairobi +254 2034 2756

South Africa

Johannesburg +27 11 550 6100

Zambia

Lusaka: Stockbroking: +260 211 232 456 Asset Management: +260 211 840 313

Botswana

Gaborone +267 318 8710

Scotland

Edinburgh +44 131 550 3737

Malawi

Blantyre +265 1 822 803

Zimbabwe

Harare +263 4 790 090

Namibia

Windhoek +264 61 25 6666

Mauritius

Trust Company: +230 464 9799 Asset Management: +230 464 5100

INTERNATIONAL FOOTPRINT AND REGIONAL OFFICES

SOUTH AFRICA

ANGOLA

NAMIBIABOTSWANA

ZAMBIA

MALAWI

KENYANIGERIA

OFFICES (including Associates, Partners and Representatives)

SCOTLAND

ZIMBABWEMAURITIUS

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DIVISIONAL STRUCTURE AS AT 30 APRIL 2014

• The Divisional Structure depicted below is the basis for the segmental reporting (note 9) on page 71• Post 30 April 2014 the following companies have been deregistered: - Imara Capital Limited – Botswana - Imara Asset Management Proprietary Limited – Botswana - Imara Africa Securities Proprietary Limited - Botswana

Associate

Imara ECR Asset Management Proprietary Limited

*Zambia

Imara Capital Limited

*Botswana

Stockbrokers Malawi Limited

*MalawiAssociate

Legend

Active Trading Company

Investment Holding or Group Parent Company

Dormant or Non Trading Company

*Country of Registration

Imara Group

Asset Management

Imara Asset Management

Limited

* BVI

Imara Asset Management UK Limited

*United Kingdom


(Mauritius) Limited

*Mauritius

Imara Asset Management South Africa

Proprietary Limited

*South Africa


Private Limited

*Zimbabwe

Imara Asset Management Proprietary Limited

*Botswana

Imara Corporate Finance

South Africa Proprietary Limited

*South Africa

Imara Botswana Limited

*Botswana

Imara S P Reid Proprietary Limited

*South Africa

Imara Africa Securities a division of

Imara S P Reid Proprietary Limited

*South Africa

Imara Capital Securities

Proprietary Limited

*Botswana

Imara Africa Securities Proprietary Limited

*Botswana

Imara Securities Angola SVM Limitada

*Angola

Imara Capital South Africa

Proprietary Limited

*South Africa

Imara Holdings Limited

*Botswana

C F Africa Limited

*BVI

Imara Trademarks Limited

*BVI


*BVI

Imara CapitalKenya Limited

*Kenya

Imara Capital Zambia Limited

*Zambia

Imara Capital Botswana Proprietary Limited

*Botswana

Africa Private Equity Fund Managers

Proprietary Limited

*Botswana

Imara Capital Zimbabwe Private Limited

*Zimbabwe

Corporate Finance Stockbroking Trust Administration/Other


Private Limited

*Zimbabwe

Imara Fiduciary Private Limited

*Zimbabwe

Imara Mondise Capital Proprietary

Limited*South Africa

Imara Trust Company(Mauritius) Limited

*Mauritius

Beresford Pension Trust Limited

*Mauritius

Imara Edwards Securities Private Limited

*Zimbabwe

Stockbrokers Zambia Limited

*ZambiaAssociate

Oryx FinanceLimited

*ZambiaAssociate

Associate

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100%

100%

50%

Imara Securities

Angola SVM Limitada

5,3%

100%

75%

49% 25%100%

100%

100%

100%

55.10

100%

27%

Group Holding Company, Incorporated in Botswana and a registered International Financial Services Company (Offshore Investment Status)Company Registration No: CO-2002/3377Botswana International Financial Services Centre. Tax No : 22


100%

C F AfricaLimited

*BVI


Proprietary Limited

100%

Imara Asset Management Limited

*BVI

100%

Imara Asset Management UK

Limited

100%


*BVI

100%

Imara Capital Botswana

Proprietary Limited

100%

Imara Capital ZambiaLimited

94.7%


MauritiusLimited

50%

Imara ECR Asset Management

Limited


Non Trading Companies

46.35%

100%

OryxFinance Limited

Imara Botswana

Limited

ImaraCapital

Securities Proprietary

Limited

Imara Asset Management Proprietary

Limited


(Dormant)

Imara Africa Securities

Proprietary Limited

25%


Imara Trust Company

(Mauritius) Limited

51%

100%

Beresford Pension Trust

Limited

Imara South Africa Trust



(Dormant)*BVI

Imara Capital South Africa Proprietary

Limited


South Africa Proprietary

Limited

50% Joint Venture

Imara SP Reid Proprietary

Limited

Imara Asset Management South Africa Proprietary

Limited

Sub Funds:• Zimbabwe Fund• Nigeria Fund• East Africa Fund• African Resources Fund

33.3%

Botswana

South Africa

British Virgin Islands

Zimbabwe

Malawi

Kenya

Angola

United Kingdom

Zambia

Mauritius

Legend

Imara Edwards Securities

Private Limited


Private Limited


Zimbabwe Private Limited


Imara Capital Zimbabwe

Private Limited

Ziada Capital

Private Limited

Ziada Microfinance

Private Limited Imara Africa Series Fund

Imara African Opportunities

Fund

IImara Global Fund

Management Contracts

Imara Mondise Capital

ProprietaryLimited

Post 30 April 2014 the following companies have been deregistered:• Imara Capital Limited – Botswana• Imara Asset Management Proprietary Limited – Botswana• Imara Africa Securities Proprietary Limited - Botswana

GROUP ORGANISATIONAL STRUCTURE AS AT APRIL 2014

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100%

100%

50%

Imara Securities

Angola SVM Limitada

5,3%

100%

75%

49% 25%100%

100%

100%

100%

55.10

100%

27%

Group Holding Company, Incorporated in Botswana and a registered International Financial Services Company (Offshore Investment Status)Company Registration No: CO-2002/3377Botswana International Financial Services Centre. Tax No : 22


100%

C F AfricaLimited

*BVI


Proprietary Limited

100%

Imara Asset Management Limited

*BVI

100%

Imara Asset Management UK

Limited

100%


*BVI

100%

Imara Capital Botswana

Proprietary Limited

100%

Imara Capital ZambiaLimited

94.7%


MauritiusLimited

50%


Limited


Non Trading Companies

46.35%

100%

OryxFinance Limited

Imara Botswana

Limited

ImaraCapital

Securities Proprietary

Limited

Imara Asset Management Proprietary

Limited


(Dormant)

Imara Africa Securities

Proprietary Limited

25%


Imara Trust Company

(Mauritius) Limited

51%

100%

Beresford Pension Trust

Limited

Imara South Africa Trust



(Dormant)*BVI

Imara Capital South Africa Proprietary

Limited


South Africa Proprietary

Limited

50% Joint Venture

Imara SP Reid Proprietary

Limited

Imara Asset Management South Africa Proprietary

Limited

Sub Funds:• Zimbabwe Fund• Nigeria Fund• East Africa Fund• African Resources Fund

33.3%

Botswana

South Africa


Zimbabwe

Malawi

Kenya

Angola

United Kingdom

Zambia

Mauritius

Legend

Imara Edwards Securities

Private Limited


Private Limited


Zimbabwe Private Limited


Imara Capital Zimbabwe

Private Limited

Ziada Capital

Private Limited

Ziada Microfinance

Private Limited Imara Africa Series Fund

Imara African Opportunities

Fund

IImara Global Fund

Management Contracts

Imara Mondise Capital

ProprietaryLimited

Post 30 April 2014 the following companies have been deregistered:• Imara Capital Limited – Botswana• Imara Asset Management Proprietary Limited – Botswana• Imara Africa Securities Proprietary Limited - Botswana

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General Information

Country of incorporation Botswana

Principal activities Holding Company for a Pan-African Financial Services Group

Company registration number CO - 2002/3377

Tax registration number CO - 65018-0101-9

Registered office Union Provident Trust First Floor, Times Square Plot 134, Independance Avenue, Gaborone, Botswana P.O. Box 46699, Village, Gaborone

Registration status: Registered in the Botswana International Financial Services Centre (IFSC) Tax Certificate Number 22 - Effective date 28 July 2003

Independent auditors Ernst & Young (EY)

Bankers Barclays Bank of Botswana Barclays Bank of Mauritius Barclays Bank of Zimbabwe First National Bank Limited (Botswana) First National Bank Limited (South Africa) Standard Bank Limited (Mauritius)

Botswana Stock Exchange code IMARAReuters code IMRA.BT

Transfer secretaries Corpserve Botswana Unit 206, Second Floor, Plot 64516, Showgrounds Close, Fairgrounds, Gaborone Telephone: +267 393 2244, Facsimile: +267 393 2243 email: [email protected]

Business addresses & contact details Botswana: Unit 6, Second Floor, Morojwa Mews, Plot 74770, Western Commercial Road, New Central Business District, Gaborone. Telephone: +267 3188 710, Facsimile: +267 3191 767 Website: www.imara.com

South Africa: Imara House, Block 3 257 Oxford Road, Illovo 2116, Johannesburg Telephone: +27 11 550 6100, Facsimile: +27 11 550 6110

GROUP PROFILE

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Directorate

Imara Holdings Limited SM Ndoro Chairman Non-executive Zimbabwe MJS Tunmer Chief Executive Executive Zimbabwe AR Fleming Non-executive United Kingdom GE Johns Non-executive Botswana JR Legat Executive United Kingdom ACH Mackeurtan Executive South Africa RH Macleod Executive South Africa TJ Matsau Non-executive South Africa GZ Steffens Lead Independent Director Non-executive Germany DE Stone Executive South Africa

Company SecretaryDE Stone

Botswana Stock Exchange Compliance Officer:DE Stone

Audit CommitteeGZ Steffens Chairman Non-executiveGE Johns Non-executiveTJ Matsau Non-executiveSM Ndoro By invitation Non-executiveDE Stone By invitation Executive

Remuneration CommitteeGE Johns Chairman Non -executiveTJ Matsau Non-executiveSM Ndoro Non-executiveMJS Tunmer By invitation ExecutiveACH Mackeurtan By Invitation Executive

Nominations CommitteeSM Ndoro Chairman Non-executiveGE Johns Non-executiveACH Mackeurtan ExecutiveMJS Tunmer Executive

Social & Ethics Committee (South Africa)TJ Matsau Chairman Non-executiveGM Algeo ExecutiveBT Jena ExecutiveRH Macleod ExecutiveLK Warburton ExecutiveMJS Tunmer By invitation ExecutiveDE Stone By invitation Executive

Management

MJS Tunmer Chief Executive OfficerDE Stone Chief Financial OfficerJR Legat Head: Asset Management RH Macleod Head: Corporate FinanceMJS Tunmer Head: Stockbroking P Prayag Head: Trust Administration & Custodial Services

DIRECTORATE AND GROUP MANAGEMENT

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Overview

The Imara Group has delivered an improved performance for the year ended 30 April 2014 with profit after tax of P16.08 million and attributable earnings of P10.05 million. This represents the best financial performance by the group since 2008, when it had its record year, on the back of an exceptional performance by the asset management division. This year’s profit is a marked improvement on the P1.50 million loss for the prior year.

This result is particularly pleasing given that the group’s operating business environment, in most instances, has not significantly changed and has remained sluggish. African capital markets remain highly influenced by global economic adversity and uncertainty, although there are some recent indicators to suggest a slight recovery. However, this aside, some redemption of emerging and frontier markets asset classes is apparent, driven more by onerous regulatory and compliance issues, which are afflicting First World markets, than the need for cash per se. Against this macro-economic backdrop, the group`s current year performance is commendable.

It is important to emphasise to shareholder’s that the group’s earnings performance in the recent past, since 2009, has been well below par and has fluctuated between modest annual profits and small losses. This earnings trend has been a concern for all stakeholders and has been commented on in previous announcements to shareholders by myself and the Board. The global financial crisis and historic negative sentiment towards Africa in general, have certainly been factors which have negatively impacted results in the recent past but the increasing head count, (which is reflective of the group’s expanding geographic footprint) and the relatively small capital base have also been factors. In this regard, it is worth reminding shareholders that since the emergence of the Imara Group in 2003, a total of USD6 877 311 has been invested by shareholders in the business in cash and a further USD2 532 304 via scrip dividends, a total of USD9 409 615. Current shareholders equity amounts to USD16 029 000 (at current exchange rates) and total dividend payments since the group’s formation,

amount to USD6 411 600 of which USD3 879 296 has been paid in cash. On an annualised basis this equates to a return of 6,81% in USD terms, which will be further enhanced by the dividend to be paid in respect of the current year. It is therefore the recent past that has not met expectation rather than the group’s performance over a longer term.

Returning to the current year, total assets at the reporting date amounted to P344.22 million, and reflect a 36% increase over the prior year. This increase is largely attributable to stockbroking activities and more specifically to the cut off dates for accounting and reporting purposes, which impact directly on “due to” and “due from” brokerage positions. This is best illustrated by the increase in trade and other receivables which have increased from P134.35 million to P224.74 million, and in trade and other payables which have increased from P105.10 million to P186.36 million. Shareholders’ equity at 30 April 2014 amounted to P138.97 million an increase of 7.55% over the prior year.

Cash flows for the year, excluding exchange gains, were positive by P12.29 million which is encouraging following the negative trend of recent years. The group closed the year with cash and cash equivalents of P83.75 million and with no borrowings.

Divisional Performances

It is pleasing to report that all divisions were profitable for the year.

The asset management division remains the star performer for the group and achieved profit after tax (PAT) of P16.81 million, although this was marginally below the prior year`s performance. The division also registered growth in new markets in Zambia and Mauritius and FUM increased by almost 25% to close the year at P 5.3 billion. The stockbroking division delivered PAT of P13.49 million vs P7.56 million in the prior year, with improved performances by our stockbrokers across the region. Imara Edwards Securities in Zimbabwe reported excellent results despite a challenging Zimbabwean market and Botswana stockbroker Imara

CHAIRMAN’S STATEMENT

Thembile (Teddy) Sambu, Imara Lightwarrior

“I was now a Man and had to leave my boyish ways behind…become someone my family and village would look up to. I had to fulfill my role and purpose in life.”

Imara Lightwarrior, Teddy Sambu, stands firmly on the soil of his childhood at Mgwalana, a pastoral idyll of the Eastern Cape. Long before answering the call to adventure and throwing himself at the mercy of greater Africa’s economic machinery, Teddy’s journey into manhood had already been defined by a series of radical transitions. The most poignant of these was the passing of his parents. Raised by Mama Dimbaza, his vision-impaired grandmother, a single fading photograph of his mother became a talisman. The profound emotional resonance of this image provided the creative spark that cast light on the path of Teddy’s

vocational trajectory into photography. His father – Zamikhaya, meaning ‘Home builder’ – was also a man of tremendous drive and entrepreneurial cast of mind. The blending of opposite energies is reflected in this image of Thembile: strength and tenderness; vision and compassion. “uMkwetha”, the initiation ritual Teddy underwent at the age of 18 in the time-honoured Xhosa tradition was, in his opinion, also a real turning point. After a month in the hills of Mgwalana, he re-emerged with the mental blue-print of a culturally sanctioned adult perspective. In uMkwetha, white paint is applied to the skin as a spiritual purifier. Having graduated from the Cape Town School of Photography as our bursar and winning a permanent contract via a photographic internship with a major South African retailer, Teddy is proud to bear the imprint of Imara blue as a symbol of acknowledgement.

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Capital Securities returned to profitability after a disappointing 2013. The Africa Desk of Imara SP Reid, contributed strongly to earnings, and leveraging off its infrastructure and technology investment over the past two years, is well positioned to make a greater contribution to future earnings.

The Mauritius based trust division contributed PAT of P5.12 million up from P3.09 million in 2013. An amalgamation exercise to merge the two principle trust subsidiaries into a single entity was completed and implemented during the year. The cost savings which will result from this exercise have not been fully reflected in the 2014 earnings as implementation was only finalised in April 2014. The corporate finance division, which in recent years has reported losses, contributed PAT of P3.41 million vs a loss of P5.87 million in 2013. A significant factor relating to the current year performance was the successful conclusion of the NBS Malawi arbitration, which has been in process since October 2007. The Arbitration Tribunal have ruled in Imara’s favour together with an award of costs of P6.70 million. Lead times for mandate execution have improved and pipe line business remains strong. The Imara Mondise joint venture in South Africa, after a sluggish start, is starting to gather some traction and will allow access to new markets in Southern Africa.

It is also pleasing to report that partial implementation of the group restructuring exercise, was possible during the year, and resulted in the de-registration of four subsidiary companies. For regulatory reasons, the re-organisation exercise has been an extremely protracted matter. Further company de-registration is planned during the next financial year as the group continues to rationalise its structure in order to effect cost savings.

Risk and Compliance

In line with international best practice, the group continues to strengthen its risk management and compliance functions. The implementation of the enterprise wide risk management and reporting system is on track and in line with the original project

plan. The compliance function is also being expanded and strengthened and is being complemented by an investment in technology and staff training.

Dividend

The group`s dividend policy is for dividends to be three times covered. In line with this policy, the Board has resolved to pay a dividend of 5 thebe per share in respect of the year ended 30 April 2014. The dividend is to be paid in late September 2014 to all shareholders registered in the books of the company at 5 September 2014.

Outlook and Strategy

Opportunities for investment in African capital markets remain attractive in world terms, despite the fact that African markets are not as strong and robust as in prior years. Sentiment towards Africa is also improving. Across the African continent we continue to observe, improving corporate earnings, reasonable dividend yields, and fund flows from the pension fund industry, facilitated by deregulation, and a general increase in formal wage levels. Interest rates remain stable, at reduced rates, due to macro-economic factors and generally improved fiscal discipline at government level. Against this background, Imara is well positioned to continue to seek opportunities that provide better returns to stakeholders. The alignment of longer term strategic objectives with stronger and sustainable earnings remains the Board’s key focus. The current year performance indicates an improved all round performance by the group which remains committed to investing in Africa!

SM NDORO CHAIRMAN25th August, 2014

CHAIRMAN’S STATEMENT

Mgwalana Village

In Mgwalana village, quotidian reality is animated by a symbiosis between land, livestock and people. Native vegetation and animals are sustainably managed to generate a rural economy at the micro-level. As the eldest son, the still epicene Teddy was already an expert herder. Explains Teddy: “It is a norm for the elder men of the village to own sheep, goats and cattle. As young boys we would spend hours in the mountains with our elders as they taught us how to herd.” Teddy’s homecoming meant a great deal to the village that raised the child. A mythological motif in any journey of significance is Return. The Hero of a story ventures back into his founding community as a boon bearer,

yielding the fruits of new insights and possibility. To decide on a material token befitting Teddy’s educational transformation as an Imara bursar, he consulted with the long time principal Miss Ntombomzi Gayiya of the school Marheledwane. It was decided to provide the entire school of 60 pupils each with a basic stationery set while the Grade 12 cohort received scientific calculators. The primary school across the way was similarly augmented with gifts of wax crayons and pencils.

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CHIEF EXECUTIVE OFFICER’S REVIEW OF OPERATIONS

Group Review

The performance of your group in the year ended 30 April 2014 was much improved with all divisions trading profitably. Significant contributions came from the Asset Management Division, Imara Capital Zimbabwe and Imara Trust Company Mauritius. Our associate stockbroking businesses in Malawi and Zambia traded positively, while the start-up Zambian asset management business, Imara ECR, registered a small loss.

Profit before tax was P25.07 million and with a normalized tax charge of 36%, profit after tax was P16.08 million. Revenue grew by 35% and total expenditure by 23%, a smaller percentage increase than the previous year but still distorted by US dollar costs in particular those from Zimbabwe. As a result the cost to income ratio for the group improved but remains at a level above the target set by the Board. Cash flow was P13.94 million positive and the cash position remains healthy at P83.75 million with no group debt. This out turn is the best since 2008 when the group had a record year on the back of an exceptional asset management performance.

Asset Management Division

The Asset Management Division remained the largest contributor to profit and cash flow. Funds under management of P5.31 billion at the reporting date, represented growth of 24.7% in Pula terms and 19.8% in US$ terms over the prior year. This was driven by solid growth in the South African, Zimbabwe and offshore businesses, although the African mutual funds did suffer net redemptions despite excellent performance. The Imara Global Fund continued to receive regular net inflows from clients within the region. African markets were not as strong as the previous year, upset in early 2013 by the Fed’s “Taper Talk” that negatively affected the Emerging Markets and to some extent Frontier Markets.

The offshore funds largely mirrored regional and international markets with three of the five funds closing the year on the positive side. On a year on year basis, the Imara East Africa Fund rose by 11% which triggered a performance fee, the Imara African Opportunities Fund (“IAOF”) by 4.5% and the

Imara Global Fund by 8.4%. In October 2013, IAOF, the Imara Zimbabwe Fund and the Imara Nigeria Fund won performance awards from the AfricaAM (African Asset Management magazine). Despite good performance, on-going redemptions in IAOF reduced its size further, although these did trigger once-off performance fees during the year. The two segregated Pan-African mandates, Russell and Danske, continued to grow as a result of their marketing initiatives.

In South Africa, excellent performance of our client portfolios continued to attract new clients, both private and importantly institutional. A performance fee was triggered on an institutional account early in the financial year. The business performed well above budget and the prior year due to higher assets under management and the performance fees. The Zimbabwe business performed strongly for most of the year with record funds under management although these fell back in the last two months of the financial year in line with market performance.

The Mauritian joint venture, Imara Asset Management (Mauritius) Limited, received further inflows from local institutions, and this trend, accompanied by on-going marketing should enable the company to breakeven in 2015.

Imara ECR Asset Management Limited, our Zambian joint venture, was launched in March 2014 and recorded a small loss for the year. As this is a start-up business it is not expected to break even in the short term.

Corporate Finance Division

Corporate Finance had a profitable year due mainly to a significant increase in fees earned as well as the cost award, which followed the favorable outcome of the long on-going NBS Malawi arbitration process. Fees were earned on mandates executed in Angola, Botswana, Mozambique, Zambia, Zimbabwe and South Africa. The years of persistence in Zambia has finally shown results with strong deal flow there. Zimbabwe registered a loss due to the difficult prevailing market conditions, which meant that big ticket capital

Twin Coral Trees ”Umsintsi” enroute to Mgwalana

“We must not cease from exploration. And the end of all our exploring will be to arrive where we began and to know the place for the first time.” T.S Eliot

From East London, all the way to the mouth of the Great Fish River and along its banks Thembile Sambu and Imara Collection artist Athol Moult drive. Teddy uses the hours spent in the passenger seat to reflect. His previous two Imara Lightwarrior expeditions also chartered the flow of African waters – those of the Okavango Delta, and the Mkuze River Basin. Images flick across the lens of Teddy’s inner eye: navigating narrow papyrus channels, marvelling at a Botswanan sunset, slowing to view a crocodile, photographing a fish eagle, stopping for a wading bull elephant. Being face-to-face with a baby Rhino. As a new man, an initiate whose city skill-set was a long way from growing

into his aspirations, he had set off to seek fortune. Now he was returning as a young urban professional with full-time employment and a cache of worldly experience. As the vehicle turns to cross over another river Teddy spots a sign that both excites and perplexes him. “That’s my village!” As it turns out, Teddy had never before approached Mgwalana using the coastal route – his hometown it seems was named after a body of water. This geographical sleight-of-hand mirrors the broadening re-configurations of Teddy’s mind. His new perspective is set in sharp relief against the landscape. Drawing nearer the source, these twin Coral trees serve as a metaphor for the two companions – Thembile left Mgwalana alone, and now comes back with his mentor.

16 | PAGE

raising deals remained extremely difficult to execute, compounded by limited local financial capacity and regulatory constraints on foreign capital. Despite this, pipeline business and the client profile remains strong, and the company continues to dominate its market niche in Zimbabwe. The South African empowerment joint venture, Imara Mondise, has taken longer to gain traction than anticipated but is well positioned to win mandates in the southern African region. The division has a strong pipeline of business in a number of regional countries. Work also continues on initiatives, which if successful will provide long term annuity income. This will help to smooth divisional earnings going forward. In Zambia, the company was able to secure a minority equity stake in a micro finance business Oryx Finance Limited, where shares were issued in lieu of fees for work done.

Stockbroking

Stockbroking registered a strong performance with profits up 78% on the prior year. This was due to an improved contribution from Imara SP Reid in South Africa and Imara Edwards Securities in Zimbabwe and the return to profitability of Imara Capital Securities in Botswana. Despite this margins continue to come under pressure in all of the markets we operate in. In South Africa it was pleasing to note the continued improved performance of Imara Africa Securities and the derivatives desk, which launched CFD trading towards the end of the financial year.

Turning to our associates, Stockbrokers Malawi had much improved trading results for their year ended 31 December 2013, although the first half of the current year has been slow due to the General Elections, which took place in May. In Zambia, Stockbrokers Zambia registered a profit as against a loss last year mainly due to advisory revenue. Imara Edwards Securities in Zimbabwe had a good year due primarily to an increased share of domestic trade as well as continuing foreign interest in the Zimbabwe Stock Exchange (ZSE).In Angola, progress towards the establishment of the stock market remained slow. The process to complete the licensing of Imara Securities Angola

is still underway and it is anticipated this will be completed shortly. The launch of the Bolsa de Valores e Mobiliarios de Angola (BVDA) to trade fixed income instruments, is expected to take place before the end of 2014. However, the recent announcement that trade in equities will only start in 2017 is a concern. In the meantime corporate advisory work has shown positive results both in Angola and Mozambique.

Zimbabwe

The performance of Imara Capital Zimbabwe was similar to the previous year. This was commendable in a difficult operating environment which included the first general elections under the new constitution, bringing to an end in July 2013, the four-year Government of National Unity. The strong growth of the economy following dollarization tapered off, reflecting tightening liquidity conditions, political uncertainty, competitive pressures, and the impact of a poorer than expected agricultural season. Poor lending decisions in the early years of dollarisation have been acknowledged in banking disclosures and this, together with an element of capital flight in the lead up to elections, resulted in a considerable tightening of financial liquidity. Against this trend, the ZSE performed well, with foreign buying remaining strong. This contributed to an improved performance in the stockbroking and asset management businesses.

The ZSE continues to perform well on the back of foreign demand and despite a gloomy macro picture, there have been a number of positives in recent months. These include the continued use of the US Dollar, a strong agricultural season, particularly for tobacco and maize, the easing of the indigenization policy and the announcement of a number of high profile foreign investments.

Mauritius

Imara Beresford International Limited (IBI) in Mauritius, was merged with Imara Trust Company (Mauritius) Limited during the year, under a scheme of amalgamation. The merged businesses now operate


17PAGE |

as Imara Trust Company (Mauritius) Limited with Beresford Pension Trust Limited as a 100% owned subsidiary. The company performed marginally below the levels achieved in the previous year largely as a result of a decline in number of entities administered and lower time and rate charges. However, the marketing initiatives in Africa are beginning to produce results and efforts to strengthen these are ongoing.

Nigeria & Kenya

We continue to explore opportunities to increase our coverage in East and West Africa through our relationship with Chapel Hill Denham in Nigeria and Sterling Capital and ICEA Lion in Kenya.

Corporate Social Responsibility

The Imara Lightwarriors project terminated in November 2013 and a new initiative to assist in financing education for disadvantaged students will be implemented in the 2015 financial year. The Trustees of the Imara South Africa Trust continued to work alongside the Social and Ethics Committee to ensure that the Trust`s resources are deployed appropriately as part of the group`s corporate social responsibility.

Marketing

The group`s marketing initiatives have proved positive, as evidenced by the growth in revenue, and efforts to improve awareness of the brand through a structured advertising/marketing campaign using both the print and the electronic media continue. A completely revamped group website was launched in February 2014 and this has been well received.

Stock Exchange Listing

Imara Holdings remains listed on the Venture Capital Market of the Botswana Stock Exchange and it is still intended to apply to move to the Main Board once the minimum requirement of 300 “public” shareholders is achieved. Currently the group has a total of 258

shareholders of which 228 are “public” shareholders.

Outlook

The improved performance in 2014 has carried forward into the current financial year, and against a background of continued growth in interest in Africa, it is anticipated that your group will remain profitable in the year ahead.

I would like to thank my Chairman, Mike Ndoro, and the Board for their continued support and guidance. I must also express my appreciation to the Imara team for their dedication and hard work.

MJS TUNMERCHIEF EXECUTIVE OFFICER25 August 2014


18 | PAGE

Nature of the Business

Imara Holdings Limited is a Botswana registered company, licenced by the International Financial Services Centre (IFSC), under Tax Certificate Number 22, and primarily regulated by the Non-Bank Financial Institutions Regulatory Authority (NBFIRA). It is the holding company for a group of companies conducting the following types of business, mainly for institutional and private clients:

- Asset management;- Corporate finance;- Stockbroking;- Trust administration and custodial services.

There has been no significant change to the nature of business from previous years.

Corporate Governance Principles

The Imara Group is committed to the principles set out in the King Report on Governance 2009 (King III). The Board is satisfied that the group is working towards full compliance with the principles set out in King Report and with progress in this regard. Explanations have been provided where the group is yet to comply with certain key principles.

The Board is also cognisant that the Botswana Stock Exchange (BSE) is planning to introduce a Botswana Code of Corporate Governance, which will form part of the updated BSE Regulations for listed entities. The preliminary draft Code of Corporate Governance broadly follows the governance principles prescribed in the King Report. Company representatives have attended workshops arranged by the BSE to review and discuss the proposed changes to regulation and have made written submissions to the BSE in this regard. The Board awaits the publication of the final Botswana Code of Corporate Governance, but as general policy, has undertaken to work towards achieving full compliance with the Code.

The Imara Holdings Limited board (the Board) is the highest decision making body in the group and is ultimately responsible for corporate governance. The Board acknowledges the relationship between strategy, risk, performance and sustainability.

The Board of Imara Holdings Limited remains committed in its stewardship of the group’s affairs, to applying the highest standards of corporate governance and international best practice.

Ethics and Organisational Integrity

The Board provides effective leadership based on an ethical foundation and directs the strategy and operations to build sustainable businesses.

Professional and ethical conduct and the highest standards of integrity are an integral part of how the group conducts its business affairs. The group recognises that investor and stakeholder perceptions are based on the manner in which the group, its directors, management and employees conduct business. The group, therefore, strives to achieve the highest standards of integrity, transparency and business ethics at all times.

The Board’s deliberations take into account the values underpinning good corporate governance, namely:- responsibility;- accountability;- fairness; and - transparency,

and also the group’s core values namely:- integrity;- knowledge;- discipline; - enterprise; and- resoluteness;

The group’s Code of Ethics, implemented in 2014, codifies the ethical principles which the group subscribes to and applies. The Code of Ethics assists the Board in communicating the spirit of Imara’s ethical standards and ensuring that business ethics across the entire group are managed effectively and consistently.

The Social and Ethics Committee, established in 2012 to comply with South Africa statute, continues to meet on a regular basis and reports to the Imara Capital South Africa and Imara Holdings Limited Boards. Its terms of

CORPORATE GOVERNANCE REPORT

Mgwalana homestead

Between the sun-flooded cloud vault of an Eastern Cape sky and the veldt stands the homestead of Thembile Sambu’s boyhood. A mere thirty minutes away the N2 snakes for a similar stretch to Peddie. Established as a frontier post in 1835 as Fort Peddie it has been a municipality since 1905. Nowadays, the contrast between Peddie’s cheek-by-jowl government block housing and Mgwalana village is stark. The distance between the two is insignificant in terms of mileage. However, the two realities occupy territory

on opposite poles of the historical process. The view from the massive garden and the Kraal is into a valley of uninterrupted cattle grazing country. As a herder, Teddy named all of his animals, but his favourite was Mazomzi, meaning ‘Mother of the Home.’ “She was strong, beautiful and bursting with confidence. She reminded me of my grandmother.”

20 | PAGE

reference are reviewed annually and are approved by these boards.

Board Charter

The Board Charter outlines the role of the Board and its responsibilities.

Key responsibilities of the Board include:i. the setting of the strategic direction of the group

and monitoring management’s implementation of that strategy;

ii. ensuring an effective corporate governance structure;

iii. ensuring that effective audit, risk management, information technology, internal control and compliance systems are in place to protect the group’s assets, so as to minimize the possibility of operating beyond legal requirement s or acceptable risk parameters;

iv. monitoring of operational performance;v. ensuring that succession planning is in place; andvi. ensuring the integrity and quality of

communications with stakeholders, regulators, shareholders and employees.

Composition and Functions of the Board

The group is governed by a unitary board of directors. In terms of the company’s Constitution, the Board may not comprise fewer than four or more than twenty directors, at least one of whom shall be ordinarily resident in Botswana. The board of directors is chaired by Michael Ndoro a non-executive director and comprises ten directors, five of whom are non-executive. Gunter Steffens is the lead independent director. Details of the composition of the Board are detailed on page 9 of this Annual Report.

In terms of the company’s Constitution, directors are appointed for three years. At least one third of the directors, (rounded down), retire by rotation annually and if available, can offer themselves for re-election at the company’s Annual General Meeting. Non-executive directors are not required to hold shares in the company but certain directors have independently elected to do so.

Remuneration levels of non-executive directors are reviewed annually and benchmarked against Botswana financial services sector companies and proxy financial services groups with a regional presence.

The roles of the Chairman and the Group Chief Executive Officer are separate with clear divisions of their responsibilities to ensure a balance of power and authority between them.

The Board delegates responsibility for implementing the strategic direction and managing the day-to-day operations of the group to the Group Chief Executive Officer. The Chief Executive Officer consults with the Chairman, in the first place, on matters which are sensitive, extraordinary or of a strategic nature.

The Board composition is balanced so that no individual board member or small group of members has unfettered control over decision making.

Independent Non-Executive Directors

The Board evaluates the independence of non-executive directors annually. Independence is determined according to the King Code of Governance recommended practice, which requires rigorous reviews of directors’ independence and performance annually and particularly so after they have served on the Board for over nine years.

Declaration of Directors’ Interests

Directors of the Board and subsidiary boards are required to make quarterly declarations of their interests and a register of directors’ interests is maintained by the Company Secretary. Directors and management are also required to disclose any material interests in contracts and business transactions relating to the group and to recuse themselves from any discussions relating thereto.

The Board manages all conflicts of interest when they arise. The management of conflicts of interest at subsidiary company level is delegated to the respective boards within parameters set by the main board.


21PAGE |

Board appointments

The selection and appointment of directors is a formal and transparent process, involving the Board as a whole and assisted by the Nominations Committee. In appointing directors, emphasis is placed on achieving a balance of skills, experience, professionalism and industry knowledge necessary to conduct the business of the Board.

There have been no new appointments to or resignations from the Board of Directors during the past year, except for those directors who retired by rotation, as required by the company’s Constitution, and who were re-elected at the Annual General Meeting.

Company Secretary

The Company Secretary is appointed by the Board of Directors. All directors have direct access to the Company Secretary and to information regarding the group’s affairs. David Stone serves on the Board as an executive director and is also the Company Secretary. Consequently, the company has not complied with the King Code recommendations in this regard. The Board is, however, of the view that the incumbent is able to execute both roles effectively and independently and the status quo is reviewed and re-assessed from time to time.

Board meetings

The Board meets at least four times a year to review the group’s financial performance, strategic direction and key policies. It approves budgets and reviews the overall effectiveness of the internal control, risk management and compliance with statutory and regulatory obligations. It also monitors the implementation of strategy and policy through structured reporting mechanisms and consequent accountability by executive management.

Access to information and resources

Directors have unrestricted access to executive management, the Company Secretary and group information. They are also entitled to make use of

independent professional advisors, at the group’s expense, when necessary to discharge specific responsibilities. External auditors attend the group and subsidiary audit committees by invitation. Non-executive members of the Audit and Risk Committee meet with the external auditors at least once a year without executive management present.

Board effectiveness and evaluation

The Chairman of the Board requires all directors to complete annual questionnaires to evaluate the effectiveness of the Board as a whole and also of its individual members. This process is used to ensure that the responsibilities detailed in the Board Charter are discharged effectively in accordance with best practice. The results of the evaluation are collated by the Chairman and discussed with the Board with the purpose of identifying training needs for directors. The evaluation process includes a review of the performance of individual directors, including the Chairman. The most recent evaluation exercise indicated that the directors’ were satisfied with the overall effectiveness of the Board and that of its members.

The Chairman has also instituted a training program for all main board directors, whereby directors are required to attend specific training course through the South African Institute of Directors annually.

Board Committees

The Board is assisted in the discharge of its duties and responsibilities by a number of board committees, which comprise the:

- Audit and Risk Committee, - Executive Committee; - Nominations Committee; and- Remuneration Committee;

These committees are accountable to the Board. All of the committees are chaired by non-executive directors, with the exception of the Executive Committee which is chaired by the Group Chief Executive Officer. Board committees, in the main, make recommendations to the main Board for its approval or final decision. Terms of


22 | PAGE

reference of the committees have been approved by the main board and are reviewed annually. Minutes of committee meetings are circulated and reported on at ensuing board meetings. Senior executives are invited to attend meetings of the committees by invitation, where considered appropriate.

Audit and Risk Committee

The Audit and Risk Committee is chaired by Gunter Steffens, the lead independent non-executive director and comprises three members, all of whom are non-executive directors. Details of the composition of the committee is detailed on page 9 of this Annual Report. The Group Chief Financial Officer and the Chairman of the Board attend meetings of the committee by invitation.

The main responsibility of the committee is to assist the Board in discharging its responsibilities under the Companies Act, for ensuring compliance with regulations imposed by regulators and supervisory authorities and for assessing, managing and monitoring risk.

The committee has formal terms of reference which have been approved by the Board and set out its responsibilities.

The Audit and Risk Committee is responsible for recommending the appointment of the external auditors and overseeing the external audit process. It also monitors the effectiveness of:

- financial controls;- reporting;- compliance with International Financial Reporting

Standards (IFRS);- the system of internal control; and- statutory and regulatory compliance at both group

and subsidiary company level.

The committee also assesses the independence of the external auditors and at the conclusion of each statutory audit, conducts and assessment of the external auditor’s performance in relation to the group audit and reviews key matters highlighted by the auditors.

Audit and Risk Committee meetings are held at least three times a year and are attended by the independent external

auditors, who have unrestricted access to the Chairman of the committee. Meetings are also attended by internal auditors, compliance officers and senior management, on an as required basis. The committee meets with the external auditors at least once a year, without executive management present.

The Audit and Risk Committee has:

- satisfied its responsibilities for the year, in compliance with its terms of reference;

- satisfied itself regarding the effectiveness of internal financial controls;

- satisfied itself regarding the effectiveness of risk management systems;

- satisfied itself regarding the independence of the external auditors; and

- has recommended the approval of the consolidated and company annual financial statements, incorporating accounting policies, to the Board.

Executive Committee

The Executive Committee is chaired by the Group Chief Executive Officer and comprises the senior executives of the group. The committee meets monthly and is responsible for managing the business of the group when the Board is not in session, subject to statutory and any other limitations on the delegation of authority determined by the Board from time to time. It also acts as a medium of communication and co-ordination between business units, group companies, and the Board.

- The Executive Committee is also responsible for the implementation of structures, processes and mechanisms relating to information technology governance. The committee monitors information technology governance practices and ensures that they are aligned with the group’s performance and sustainability objectives

- The committee has formal terms of reference, which set out its responsibilities.

Remuneration Committee

The Remuneration Committee is chaired by Gary Johns, a non-executive director and comprises three members all of whom are non-executive directors. Details of the


23PAGE |

composition of the committee are detailed on page 9. The Chief Executive Officer and one other executive director attend meetings of the committee by invitation. The committee met three times during the year.

The Remuneration Committee is responsible for setting remuneration policies for the group. It aims to ensure that the financial rewards offered to employees are sufficient to attract people of the calibre required to effectively implement strategy, and manage the group’s affairs in order to produce the required returns for shareholders. It also seeks to ensure that directors and executives are fairly rewarded for their respective contributions to the group. The committee performs annual reviews of the Employee Share Option Scheme, the allocation of share options, the profit sharing scheme and the apportionment of profit share to executives and employees.

The committee has formal terms of reference which set out its responsibilities. The committee has satisfied its responsibilities for the year, in compliance with its terms of reference.

Nominations Committee

The Nominations Committee is chaired by Michael Ndoro and comprises four members, two of whom are non-executive directors. The committee includes the Group Chief Executive Officer and is responsible for making recommendations to the Board on all new appointments to the Board and reviews the appointment of directors to subsidiary company boards. A formal and transparent process is in place in terms of which the requisite skills needed on the Board are identified and those individuals who are best suited for the position and who are able to assist the board in their endeavours, are recruited. The committee meets on an as required basis.

The committee has formal terms of reference, which set out its responsibilities. The committee has satisfied its responsibilities for the year, in compliance with its terms of reference.

Risk Management

The Board is responsible for determining the risk appetite of the group, for setting risk parameters and

for the overall governance of risk. The Audit and Risk Committee currently assists the Board in discharging its risk responsibilities by monitoring the effectiveness of risk management systems and procedures at both group and subsidiary company level. The Board currently holds the view that the risk and audit function can be combined under a single committee and as a consequence, there is no separate Risk Committee.

Following recommendations by the Audit and Risk Committee in 2012, the group has implemented an Enterprise Risk Management System (“ERMS”), to assist in the enhancement and standardisation of the group’s risk management processes. The group’s risk management controls are reviewed monthly at a subsidiary company level and are formally reviewed and assessed by the respective boards on a quarterly basis.

Supervisory and regulatory compliance

The group and certain of its subsidiary companies are subject to supervisory and regulatory controls in the geographic or country jurisdictions where they operate and are expected to apply their own systems and controls to meet any compliance requirements.

In the case of Imara Holdings Limited, the regulators and supervisory authorities are:

- Non-Banks Financial Institutions Regulatory Authority (NBFIRA)

- International Financial Service Centre (IFSC)- Botswana Stock Exchange (BSE)

The regulators and supervisory authorities at subsidiary company and fund level are as follows:

- Imara Asset Management (UK) Limited – Financial Conduct Authority – United Kingdom;

- Imara Africa Opportunities Fund - Irish Stock Exchange - Ireland;

- Imara Asset Management Limited – BVI Financial Services Commission – British Virgin Islands;

- Imara Asset Management South Africa Proprietary Limited - Financial Services Board – South Africa;

- Imara Asset Management Zimbabwe (Private) Limited – Securities and Exchange Commission of Zimbabwe;


24 | PAGE

- Imara ECR Asset Management Limited – Pensions and Insurance Authority of Zambia and Securities and Exchange Commission of Zambia;

- Imara Asset Management Mauritius Proprietary Limited – Financial Services Commission of Mauritius;

- Imara Trust Company (Mauritius) Limited – Financial Services Commission of Mauritius;

- Imara Capital Securities Proprietary Limited – NBFIRA and Botswana Stock Exchange;

- Imara Corporate Finance (Private) Limited – Securities and Exchange Commission of Zimbabwe;

- Imara Edwards Securities – Zimbabwe Stock Exchange;

- Imara SP Reid Proprietary Limited - Johannesburg Stock Exchange and Financial Services Board – South Africa

Given the international presence of the Imara Group and the number of different regulatory bodies governing its activities, coupled with an increasingly complex and ever-evolving regulatory landscape, a group compliance function was established in 2013. Compliance is under the supervision of the Group Compliance Officer with support from the Compliance and Risk Officers at subsidiary company level, and in certain instances, is advised by third party compliance consultants. A group-wide monitoring and review system has been implemented such that the main holding company and

subsidiary company boards of directors are regularly appraised of key compliance issues and instances of non compliance, where applicable. This has contributed to a more unified approach to compliance and an enhanced focus on the impact of overarching legislation at a group level. The enterprise-wide risk management strategy and a strengthening of group compliance controls seeks to ensure that changes to the regulatory agenda do not give rise to operational and risk management weaknesses or gaps in oversight. On-going integration of elements of the group’s risk management system and compliance functions remains a key objective.

Supervisory and regulatory controls are generally based on the submission of prescribed returns and annual compliance certificates and in all instances there is an exception reporting requirement.

Internal audit

There is currently no centralised internal audit function at a group level. Certain subsidiary companies have their own internal audit departments but in the main the internal audit function is outsourced. Internal audit reports directly to the board of directors of their respective companies. The Audit and Risk Committee is looking to expand the internal audit function in order to attain effective combined assurance.

Board meeting attendance

SM NdoroMJS TunmerAR FlemingGE JohnsJR LegatACH MackeurtanRH MacleodTJ Matsau GZ SteffensDE Stone

* By invitation.

3/3*--

3/3---

3/33/3

3/3*

3/33/3*

-3/3

-3/3*

-3/3

--

2/22/2*

-2/2

-2/2*

-

--

4/44/41/44/44/44/42/44/43/44/4

1/10/10/11/1

0/10/10/10/10/11/1

Director Audit & Risk Committee

Remuneration Committee

Nominations Committee

Main AGM

2013/2014 Board Attendance Register


Likhona Soyamba: a shepherd boy and his donkey.

“My grandfather taught me how to herd and also how to plough in the fields. When I grow up I want to be a farmer like my grandfather.”

Although Likhona Soyamba was following his ancestors into the mountains by the age of five, Teddy was amazed to behold him herding his grandfather’s donkeys and even riding them to fetch water from the river and gather wood. Says Teddy: “It reminded me of myself growing up.” Upwards of a million rural dwellers like

eleven-year-old Likhona still depend on donkeys as a sustainable power source in the new South Africa. On arid, overgrazed tracts of land these animals thrive, and contrary to popular myths donkeys are both patient and industrious creatures. In the deft hands of the shepherd boy their commonplace uses on smallholdings are multifarious. Carrying water and wood, tilling soil to produce crops, and bearing the harvest free up human hands for more finely calibrated work.

26 | PAGE

AR FlemingGE JohnsJR LegatACH MackeurtanRH MacleodSM NdoroDE StoneMJS Tunmer

Total

5 652 10363 122

2 841 2632 573 124

1 399 826-

110 8505 913 859

18 554 147

--------

-

5 652 10363 122

2 841 2632 573 124

1 399 826-

110 8505 913 859

18 554 147

--

235 000150 000223 33350 000

201 000213 000

1 072 333

--

235 000150 000223 33350 000

201 000213 000

1 072 333

Director

Number of shares held directly and indirectly at

30 April 2014

Movement in directors

shareholding post year end


31 July 2014

Share options held under the

Imara Share Option Scheme

30 April 2014



31 July 2014

Directors’ shareholding

As at 30 April 2014 and 31 July 2014 (the last practicable date prior to the publication of this Annual Report), the directors, directly and indirectly, held the following shares in the company:

AR FlemingGE JohnsJR LegatACH MackeurtanRH MacleodSM NdoroDE StoneMJS Tunmer

Total

5 652 10363 122

2 841 2632 573 124

1 399 826-

110 8505 913 859

18 554 147

--------

-

5 652 10363 122

2 841 2632 573 124

1 399 826-

110 8505 913 859

18 554 147

--

175 000100 000

158 33350 000176 000163 000

822 333

--

235 000150 000223 33350 000221 000213 000

1 092 333

Director


30 April 2013

Movement in directors

shareholding post year end


31 July 2013



30 April 2013



31 July 2013

Comparative information relating to directors’ shareholding as at 30 April 2013 and 31 July 2013 are as follows:

Directors’ remuneration

At the Annual General Meeting of the company in October 2014, shareholders will be asked to approve the remuneration paid to the directors for the year amounting to P15 036 135 (2013: P13 232 107). Remuneration paid to directors of the company is disclosed in Note 4 on page 66 and Note 16 on page 85.


27PAGE |

Botswana Stock Exchange

The Imara share was listed on the Venture Capital Market of the Botswana Stock Exchange on 4 October 2006. A minimum of 300 public shareholders is required for a company to be listed on the main board of the Botswana Stock Exchange. It remains the company’s intention to seek a listing on the main board once the minimum number of shareholders has been achieved. As at 30 April 2014, Imara had a total of 258 shareholders of which 228 were public shareholders. (2013: Total of 260 shareholders of which 220 were public shareholders).

The company has during the year, complied with all of the BSE requirements for a listed entity.

Dealing in securities

The group has a policy prohibiting dealings in its shares by its directors, officers, executive management and employees during closed periods, which are in effect:

- from 1 November until the publication of interim financial statements; and

- from 1 May until the publication of annual financial statements; and

- when any directors, officers, executive management and/ or employees are in possession of price sensitive information, not readily available to the public.

The group’s policy is fully compliant with the Botswana Stock Exchange’s requirements for listed companies.

The group is committed to a policy of effective communication with stakeholders on matters of mutual interest. The group has adopted the Botswana Stock Exchange’s guidelines pertaining to the dissemination of financial information to stakeholders. Liaison meetings are also held with NBFIRA, the International Financial Services Centre, regulators and supervisory authorities to brief them on the group’s performance and key strategic initiatives.

In keeping with the group’s commitment to continually improve communications with stakeholders, the group has an Investor Relations section within the Imara Holdings website, www.imara.com, which allows stakeholders to access salient information pertaining to the group.

Social corporate responsibility

The Board considers the legitimate interests and expectations of stakeholders when deciding in the best interests of the group. In determining the best interests of the group, the board views the group as a sustainable enterprise and responsible corporate citizen.

Imara is a group with an authentic African heritage which owes its success, in part, to the support of the communities in which it operates. The group recognises its role and responsibility as a corporate citizen and is committed to providing support to those communities through broad based programmes, sponsorship and other initiatives. The wider Imara group has roots in Africa dating back to the 1950’s, during which time

Remuneration paid to non-executive directors of the company for the year under review are tabulated below:

SM NdoroAR FlemingGE JohnsTJ MatsauGZ Steffens

Total

339 170218 182

340 833280 460297 305

1 475 950

117 043-

38 123-

2 611

146 174

15 221----

13 143

471 434218 182

378 956280 460299 916

1 648 948

Director Directors fees ExpensesShare based

payment expenseTotal

Remuneration


28 | PAGE

its shareholders and senior management have seen first-hand the shareholder-value that can accrue via the ownership of an advantaged business with a long-term investment horizon. Recognition is given to the importance of environmental, social and corporate governance, and these factors form an integral part of Imara’s approach to investment and commitment to responsible investment. In 2013 Imara Holdings Limited became a signatory to the United Nations Principles for Responsible Investment and will participate in the 2014/2015 reporting cycle.

The Imara South Africa Trust was established in May 2011 and has as its main objective the provision of educational assistance to people from previously disadvantaged groups in South Africa. A portion of the annual dividends declared by Imara Capital South Africa Proprietary Limited accrue to the Trust.

As part of its Social Corporate Responsibility (CSR), and under the auspices of the Imara Trust, the group has concluded the initial phase of the Imara Lightwarriors Project which ended in November 2013. An overview of this project is narrated in more detail elsewhere in this Annual Report. The next phase of the group’s CSR is currently in the implementation phase. Education remains the key focus of the new initiative which aims at a broader beneficiation through financial support for education to disadvantaged members of the community.

The group launched an art collection in 2010, styled “The Imara Collection”. This body of photographic work broadly illustrates the theme “Investing in Africa”, through a variety of different lenses and will continue to be published exclusively in our Annual Reports. Additions to the collection during the 2014 year came from the Imara Lightwarriors Project and a field trip undertaken to the communal home of Imara’ first Lightwarrior, Teddy Sambu, in the Eastern Cape of South Africa.

Post balance sheet events

No events or transactions have occurred since 30 April 2014 or are pending, that would have a material effect on the financial statements at that date or for the year then ended, or that are of such significance in relation to the company’s or group’s affairs as to require mention in a note to the financial statements

in order to not make them misleading regarding the financial position, results of operations, or statement of cash flows of the group or company

Directors’ responsibility for the financial statements

The directors are responsible for the preparation and fair presentation of the financial statements of the group and company in accordance with International Financial Reporting Standards and in a manner required by the Companies Act of Botswana (Companies Act, 2003).

This responsibility includes, designing, implementing and maintaining internal controls relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error; selecting and consistently applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.

The directors have satisfactorily discharged their responsibility in respect of the financial statements of the group and company for the year ended 30 April 2014.

The audited financial statements of the group and company were approved and adopted by the Board on 31st July 2014 and Messrs MJS Tunmer and DE Stone were authorised to sign these financial statements.

The un-audited financial statements for the group for the six months ended 31 October 2013 were announced on 10 December 2013 and reflected a loss after tax of P5 120 505.

The audited results of the group for the year ended 30 April 2014, were announced on 31 July 2014, and reflected a profit after tax of P16 081 427, attributable earnings of P10 005 339 and total comprehensive income for the year of P12 262 412. The profit after tax for the second half of the year, therefore amounted to P21 201 932.

The Board have declared a dividend of 5 thebe per share in respect of the financial year ended 30 April 2014, payable on 22 September 2014 to registered shareholders as at 5 September 2014.


Teddy under his childhood tree.

“Many trees would be chopped down but nobody ever chopped this tree down. There was just something about this tree.”

Between the sky of his aspirations and earthly gravitation Teddy enjoys some repose under the tree that was his companion and spiritual counselor as a boy. It had been the perfect shelter on rainy winter days and provided cooling shade in the full blaze of summer when the sun was at its zenith. The leaves and roots of this tree were even believed to harbor magical healing properties. For Teddy, it was both ballast and a compass. If he had troubles at home he would go and talk to her. In her silence she would listen and Teddy felt understood. “Sometimes I would find myself laughing hysterically with her.” Perhaps Teddy was laughing at the audacity of his dream to

become “a world famous farmer”? By his own admission, he never dared to imagine he would graduate from a prestigious institution to become a professional photographer. And the journey continues – Teddy’s current employer is speaking of opportunities for further business-oriented studies, which would enable him to extend beyond the photographic ‘ceiling’ to the managerial-creative realm. But like this Umsintsi’s African roots, which draw succor from the hidden waters of life, Teddy’s connection to his country and his people extends deeply: “What I have learnt as a man is that the wellbeing of my home and family comes first. I need to work hard in order to ensure that they are happy. Today I name this tree Lightwarrior, as she has played a tremendous role in lighting up the village of Mgwalana, and most importantly, lighting up my life.”

30 | PAGE

What is 21st century corporate social responsibility?

Over the last three decades Corporate Social Responsibility (CSR) has developed and matured into a professionally calibrated agenda with global reach. This reach is economic, environmental and social in scope. CSR’s fledging period in the early 90’s was defined by a naïve, largely environmental-altruistic optimism. However, 21st century technological capabilities are at a point of unprecedented power and refinement. Parallel to this, human understanding has been forming a consensus between the realms of science, politics and business.

This means the importance of sustainable development that seeks to bridge not only socio-economic divides, but also those geographical ones separating nation states, is generally undisputed. Moreover, insights regarding the fragility and complex global interrelatedness of financial and ecological systems have been borne out by recent experience. According to Paul Monaghan, “socially responsible investment has grown to become a $13tn global industry.” Nevertheless, he also warns that although stakeholder theory and sustainability reporting are now de rigueur, it is often up to the private sector to take progressive initiative where government capacity to legislate has been stymied.

Phase one of Imara’s Corporate Social Responsibility Initiative (CSI) involving Imara Lightwarrior, Thembile (Teddy) Sambu, has reached its completion. As such, it is timely for us to reflect on the successes of this project and to consolidate. The high-quality educational and professional journey of our young bursar offers rich insight into the value of long-term depth perception when it comes to socially responsible investment. Imara are interested in CSI’s that actually change lives and shape futures in Africa. The initial Imara Lightwarrior project thus serves as a useful model – a leveragable proof of concept for future initiatives. Looking forward, CSI’s for Imara will involve broader investment opportunities aimed at wider beneficiation, in the African regions where Imara has a presence.

Taking stock

Via the Imara Lightwarriors CSI, Teddy Sambu’s professional trajectory continues to exceed our expectations. We mentioned last year that our bursar had won some prestigious corporate contracts (e.g. a commission from the publishers of Platter’s Guide to SA wines, Philip van Zyl, to photograph 11 portraits for its 2013 edition). Imara also predicted that Teddy’s successful completion of a week’s work experience in the Woolworths in-house photography studio, and his involvement as an originating photographer in the context of this retailer’s ‘Bags for Good’ project, may lead to an internship.

Accordingly, just over two weeks after Teddy graduated from the Cape Town School of Photography, his mentor Athol Moult received an email from the head of Woolworths’ ‘Good Business Journey’ conveying an exciting offer – to introduce Teddy to the head of Woolworths’ in-house photography studio under a recommendation of candidacy for an internship. Under such internships, worthy candidates are employed under the Skills & Education Training Authority (SETA) program, whose essence is to develop sector skills within a clearly defined framework of the National Skills Development Strategy. However, our bursar had meanwhile gone home for Christmas to the Eastern Cape and news of the impending interview was conveyed to Teddy via contacts at his Khayleitsha based photography business, ‘Khanye Productions’.

Possessed of the in-built tenacity and entrepreneurial drive Imara holds as core to its value system, Teddy’s intention upon graduating had been to further expand and develop his business. ‘Khanye Productions’ is a photography studio Teddy had already incubated purely from raw talent and sweat-equity when we first sourced him as a potential Imara Lightwarrior back in 2011. The business continues to operate but the internship offered different opportunities. After negotiation it was deemed prudent for Teddy to seize the opportunity to cement a foundation in the commercial photography sector.

IMARA’S CORPORATE SOCIAL INVESTMENT INITIATIVE UPDATE

31PAGE |

All of this underscores the importance of sustaining mentor relationships and accessing professional networks throughout the life-span of CSI’s. While the cultivation of talent is rightly geared towards autonomy, an holistic feedback loop ensures that the taking of decisions on a career path bears the wisdom of long-term, industry-relevant thinking.

When on the 8th of January of this year, Teddy presented himself for the company interview, the scope of our bursar’s possible internship as a ‘Photography Assistant’ was outlined in short order. Teddy’s first dose of ropes-learning reality was the realisation that industry placement works from the bottom and upwards. Teddy has been quick to distinguish himself in his job and before three months of employment had passed, he had been offered a position on the permanent staff sweetened by a salary increase.

Teddy’s bursary

Our Imara Lightwarrior’s higher-education bursary at the Cape Town School of Photography over 2012 and 2013 was as intense as it was invaluable for our beneficiary. Teddy managed to achieve a B+ for his photographic exhibition and an A for his portfolio. This is a remarkable effort for someone who had to accelerate his learning process so as to adapt to a linguistic, technological and cultural environment at odds with his own background. But Teddy rose not only to the acute scholastic challenge, he also managed to ensure the ongoing operation of his beloved ‘Khanye Productions’. Moreover, he often did this with blear-eyed wisdom at the frayed edges of 12-hour days, over Monday through Friday study cycles.

Nevertheless, the technical up-skilling, business acumen, and hands-on access to state-of-the-art equipment on offer at the Cape Town School of Photography has equipped Imara’s bursar well. Teddy now actively possesses the field-specific vocabulary to compete in his commercial environment and at a level many township kids would dare not dream of.

An excursion to the World Press Awards reignited Teddy’s bent for photo-journalism while subjects such as Professional Practice enriched his understanding of business plans, branding, website development and the use of social networking for self-promotion.

Quality means a holistic approach

The fact that a full two-thirds of learning variation is determined by out-of-school factors validates the importance for Imara of taking a systematic, sustainable approach to CSIs. Imara’s future CSI will focus on high-quality longer term education.

The challenge is going to be to drive social initiatives with an increasingly broad educational beneficiation. This means modifying our current CSI investment model. It will likely take an innovative and collaborative approach in order to realise a “multiplier effect” wherein the number of future Imara Lightwarrior’s can be increased.

The Imara Collection (the fourth instalment of which are in these pages) is visual testimony to the creative dimension of Teddy’s odyssey and a stunning contribution Imara is proud to have made to the betterment of the Arts in Africa.

Teddy’s growing sense of empowerment and ownership of his career has flourished in a stakeholder driven context. Such a context is essential if gifted individuals from disadvantaged communities are to be given their due.

IMARA’S CORPORATE SOCIAL INVESTMENT INITIATIVE UPDATE

32 | PAGE

Term Meaning or Definition

Attributable earnings the portion of net profit for the year, which is attributable to ordinary shareholders of the company

Attributable losses the portion of net losses for the year, which are attributable to ordinary shareholders of the company

Attributable earnings growth the percentage increase in attributable earnings, from one reporting year to the next

BBBEE (“BEE”) Broad Based Black Economic Empowerment

Cash flow the movement of cash in and out of the group

Capital employed the sum of total equity plus non-current liabilities

Closed period the period from the end of a designated financial reporting period to the date of the announcement of the results for that period, during which directors, officers and employees of the company are prohibited from dealing in the company’s shares

Cost to income ratio cost of services sold plus operating expenses, as a percentage of total income, which comprises revenue and other income

Diluted earnings per share attributable earnings divided by the diluted weighted average number of shares.

Diluted weighted average number of shares the weighted average number of shares increased by the number of shares that may be issued in future, as a result of existing dilutive instruments (share options & debentures)

Dividend per share dividend declared for the year divided by the number of shares in issue at year end

Dividend cover the number of times that the company’s dividend to ordinary shareholders’ could be paid out of its profit after tax in the same accounting period

Dividend yield dividend per share as a percentage of the closing price of the company’s ordinary shares

Earnings per share or EPS attributable earnings divided by the weighted average number of shares

Earnings yield earnings per share as a percentage of the closing price of the company’s ordinary share

EBITDA earnings before interest, taxation, depreciation, amortisation

Effective tax rate the tax (charge)/credit as a percentage of profit before taxation

Free cash flow per share net cash flows for the year, (inclusive of working capital changes), divided by the weighted average number of shares

GLOSSARY

The following is a glossary of terms and definitions used in this Annual Report: The glossary of terms and definitions above should be read in conjunction with the group’s accounting policies.

33PAGE |

Term Meaning or Definition

Funds under management assets managed by the group, which are beneficially owned by clients and as such do not form part of the consolidated Statement of Financial Position

Gearing ratio long term interest bearing loans and borrowings divided by shareholders’ equity

IFSC International Financial Services Centre, the Botswana Offshore Centre

Liquid assets assets held in cash or which can be readily turned into cash with minimal capital loss

MWK Malawi Kwacha, the standard monetary unit of Malawi

Market capitalisation the value of a company obtained by multiplying the number of ordinary shares in issue by their market value

NBFIRA Non Bank Financial Institutions Regulatory Authority

Net asset value per share shareholders’ equity divided by the number of ordinary shares in issue at year end

Operating earnings after adjusting attributable earnings less “special” items (i.e. asset managementfor “special” items performance fees and other non-recurring profit items)

Price earnings ratio the price of the company’s ordinary shares divided by earnings per share

Pula or P Botswana Pula, the standard monetary unit of Botswana

Dividend yield dividend per share as a percentage of the closing price of the company’s ordinary shares

Rand or ZAR South African Rand, the standard monetary unit of South Africa

Return on average assets net profit for the year as a percentage of average total assets

Return on capital employed attributable earnings as a percentage of capital employed

Return on equity attributable earnings as a percentage of shareholders’ equity at year end

Revenue growth the percentage increase in revenue, from one reporting period to the next

Shareholders’ equity stated capital plus reserves The Group Imara Holdings Limited together with its subsidiaries and associates

The Company Imara Holdings Limited, a company registered in Botswana

thebe the smallest monetary unit of Botswana amounting to one hundredth of a Pula

USD or US$ United States Dollar, the standard monetary unit of the United States of America

Weighted average number of shares the number of ordinary shares in issue at the beginning of the year, increased by shares issued during the year, which in turn are weighted on a time basis for the period during which they participated in the income of the Group

ZMW Zambia Kwacha, the standard monetary unit of Zambia

GLOSSARY

34 | PAGE

145 9196 015

126 431140 547

3 477(4 977)(1 500)(4 305)129 209143 474252 471

(15 875)4 260

189

(3,33)(3,00)(0,66)

0,0019,13

143,4197,91

(44,17)28,88

32,71(59,36)(131,50)

(176,39)(6,19)26,29

1,931,84772(8)

197 539 28 595

175 604 172 159 25 075

(8 994) 16 081

10 005 140 465 156 434 344 222

12 2985 313 822

204

7,126,405,39

0,0035,3835,8788,63373,7338,8922,49621,13

1 171,99332,43

8,7136,34

1,661,37

97079

P 000’sP 000’sP 000’sP 000’sP 000’sP 000’sP 000’sP 000’sP 000’sP 000’sP 000’sP 000’s

P m’s

Number

%%%%%%%%%%%%%%%

timestimes

P 000’sP 000’s

92 8093 988

78 22082 267

2 1631 662

501247

140 817144 399

244 09925 6632 768

118

0,180,170,22

0,00(8,58)76,8697,83

(62,86)(8,73)(0,25)

(74,86)(91,17)

(95,72)6,54

17,092,161,96787

4

95 538(4 519)76 70790 010

(6 206)1 487

(7 693)(8 211)

133 021136 973242 383

(22 486)2 960

118

(6,17)(5,99)(3,16)0,002,94

23,97106,01

(213,32)(1,93)

9,41(386,86)

(1 636,27)(3 427,37)

(5,54)(0,70)

2,031,81810

(65)

122 48310 774

98 097105 925

8 504(3 742)

4 7625 635

137 731148 976199 921

(16 253)3 054

139

4,093,782,15

0,0028,2044,0093,90

338,4027,8917,68

237,03161,90168,63

3,54(17,52)

3,222,96880

34

Salient financial results and data:

Revenue EBITDAGross profitOperating expensesProfit / (loss) before taxationTaxationProfit /(loss) after taxationAttributable earningsShareholders’ equity Capital employedTotal assetsFree cash flows for the yearFunds under management at year endNumber of employees – average for the year

Key financial ratios:

Return on equityReturn on capital employedReturn on average assetsGearing ratioRevenue growthEffective tax rateCost to income EBITDA – year on year changeGross profit – year on year changeOperating expenses – year on year changeProfit / (loss) before tax – year on year changeProfit / (loss) after tax – year on year changeAttributable earnings growthShareholders’ equity- year on year changeTotal assets – year on year changeCurrent assets to current liabilitiesLiquid assets to current liabilitiesRevenue per employee Profit / (loss) after tax per employee

Years ended 30 April

20132014 2012 2011 2010

FIVE-YEAR FINANCIAL HIGHLIGHTS AND RATIOS

35PAGE |

59 15258 65562 248

249260224

147,29273

(7,34)(7,34)

PassedPassed

Passed

---

(34,75)2,20

(0,27)

59 14059 14062 473

160249160

94 624257

16,9216,02

5,00Passed

5,00

3,133,13

5,449,462,380,21

000’s000’s000’sthebethebethebeP m’s

Number

thebethebe

thebethebe

thebe

%%

timestimesPulaPula

58 16257 321

58 606495

680416

287,90318

0,430,42

PassedPassed

Passed

---

1 149,842,460,38

58 16258 162

60 229300500275

174,49309

(14,12)(14,12)

PassedPassed

Passed

---

(21,15)2,29

(0,39)

59 14058 65061 220

255285210

150,81273

9,619,20

3,00Passed

3,00

1,181,18

2,6826,54

2,35(0,28)

Market and per share data:

Number of shares in issue at year endWeighted average shares in issueDiluted weighted average shares in issueQuoted share price at year endShare price- high for the yearShare price - low for the yearMarket capitalisation at year endNumber of shareholders at year end

Key market and per share ratios:

EPS - basicEPS - diluted

Dividend per share - ordinary Dividend per share - special

Dividend per share - total

Dividend yield - ordinary dividendDividend yield - total dividendDividend cover - total dividendPrice earnings ratioNet asset value per shareFree cash flow per share

Years ended 30 April

20132014 2012 2011 2010

Note:

When a company becomes a subsidiary during the year the statistics relating to the number of employees is computed on a weighted average basis from the date on which the company became a subsidiary. In financial year 2013, Imara Beresford International Limited, the Mauritius registered company, became a subsidiary company on 31 October 2012. In financial year 2012, Imara Capital Zimbabwe (Private) Limited became a subsidiary company on 30 November 2011.

FIVE-YEAR FINANCIAL HIGHLIGHTS AND RATIOS

36 | PAGE

Imara Holdings LimitedConsolidated Annual Financial Statements

Financial year ended 30 April 2014

37PAGE |

IMARA HOLDINGS LIMITEDAnnual Financial StatementsFor the year ended 30 April 2014

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF IMARA HOLDINGS LIMITED Report on the financial statements We have audited the accompanying group financial statements of Imara Holdings Limited and the company financial statements, which comprise the Statement of Financial Position as at 30 April 2014, and the Statement of Comprehensive Income, Statement of Changes in Equity and Statement of Cash Flows for the year then ended, and a summary of significant accounting policies and other explanatory information, as set out on pages 38 to 111

Directors’ responsibility for the financial statements The company’s directors are responsible for the preparation and fair presentation of these financial statements in accordance with the International Financial Reporting Standards and in the manner required by the Companies Act of Botswana (Companies Act, 2003) and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. Auditors’ responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements 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 entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the financial statements give a true and fair view of the financial position of the Imara Holdings Limited group and company as at 30 April 2014, and its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards, and in the manner required by the Companies Act of Botswana (Companies Act, 2003).

Ernst & YoungPracticing Member: Thomas Chitambo (20030022) Certified Auditors31 July 2014

Second floor, Plot 22Ernst & Young

Khama Crescent PO Box 41015

Gaborone Botswana

Imara Holdings LimitedConsolidated Annual Financial StatementsFinancial year ended 30 April 2014

38 | PAGE

RevenueOther operating income

Total income

Operating expensesCost of services sold

Operating profit / (loss) Finance costsShare of profits from associatesImpairment losses on investment in associates

Profit / (loss) before taxIncome tax expense

Profit / (loss) for the year

Attributable to:Owners of the parent Non - controlling interests


Earnings per share for the year:Equity shareholders’ of the parent:

- Basic thebe- Diluted thebe

10 310 08033 390 871

43 700 951

(19 551 971)-

24 148 980(4 323 285)

--

19 825 695(1 370 573)

18 455 122

--

-

--

12 887 6841 776 572

14 664 256

(32 647 929)-

(17 983 673)( 3 020 259)

--

(21 003 932)(907 287)

(21 911 219)

--

-

--

145 919 44518 191 196

164 110 641

(140 547 968)(19 488 607)

4 074 066(396 768)1 094 609

(1 294 653)

3 477 254(4 977 395)

(1 500 141)

(4 304 682)2 804 541

(1 500 141)

(7.34)(7.34)

197 539 23822 288 132

219 827 370

(172 443 266)(21 935 132)

25 448 972(1 147 017)

1 006 112(232 600)

25 075 467(8 994 040)

16 081 427

10 005 3396 076 088

16 081 427

16.9216.01

23

45

614

7

88

NotesGroup

2014Pula

Group2013Pula

Company2014Pula

Company2013Pula

Year ended 30 April

CONSOLIDATED INCOME STATEMENT



39PAGE |


Other comprehensive income to be reclassified to profit or loss in subsequent periods:

Other comprehensive income:

Net gain / (loss) on available-for-sale - financial assets Transfer to Income Statement on disposal of available - for-sale financial assets Income tax effect

Exchange differences on translation of foreign operationsIncome tax benefit

Net other comprehensive income to be reclassified to profit or loss in subsequent periods

Other comprehensive income not to be reclassified to profit or loss in subsequent periods:

Re-measurement gains / (losses) on defined benefit plansIncome tax effect

Net other comprehensive income

Total comprehensive income / (loss) for the year, net of tax

Attributable to:Owners of the parent Non-controlling interest

Total comprehensive income / (loss)

(21 911 219)

(557 091)

(557 562)

471-

-

--

(557 091)

-

--

(557 091)

(22 468 310)

(22 468 310)-

(22 468 310)

18 455 122

(948)

(6 539)

5 591-

-

--

(948)

-

--

(948)

18 454 174

18 454 174-

18 454 174

16 081 427

269 929

419 788

283 981(433 840)

(3 860 652)

(6 141 018)2 280 366

(3 590 723)

(228 292)

(268 582)40 290

(3 819 015)

12 262 412

5 415 6596 846 753

12 262 412

(1 500 141)

(1 736 463)

(4 461 031)

2 501 058223 510

(931 203)

(931 203)-

(2 667 666)

-

--

(2 667 666)

(4 167 807)

(7 713 737)3 545 930

(4 167 807)

Group2014Pula

Group2013Pula

Company2014Pula

Company2013Pula

Year ended 30 April

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME


40 | PAGE

Non-current assetsEquipmentGoodwillIntangible assetsInvestment in subsidiariesInvestment in associatesAvailable - for - sale financial assetsAccounts receivable - group companiesDeferred tax assets

Current assetsListed trading securities Trade and other receivablesCash and cash equivalentsTax refundable

TOTAL ASSETS

EQUITY AND LIABILITIESEquityStated capitalNon-distributable reservesDistributable reserves

Equity attributable to owners of the parent

Non-controlling interest

Total equity

Non-current liabilitiesAccounts payable - group companiesInterest bearing loans and borrowings - long termRetirement benefit obligation - long termDeferred tax liabilities

Current liabilitiesListed trading securities – sold shortInterest bearing loans and borrowings – short termIncome tax payableBank overdraftTrade and other payables

Total liabilities

TOTAL EQUITY & LIABILITIES

866 665--

76 117 140291 142

259 19441 749 763

874 652

120 158 556

-1 682 825

16 000 025-

17 682 850

137 841 406

50 931 0118 947 17942 191 921

102 070 111

-

102 070 111

33 495 190---

33 495 190

----

2 276 105

2 276 105

35 771 295

137 841 406

734 397--

65 962 219571 659

1 639 04946 959 047

-

115 866 371

-1 395 545

19 717 353-

21 112 898

136 979 269

50 931 0119 414 310

20 280 702

80 626 023

-

80 626 023

53 319 168---

53 319 168

----

3 034 078

3 034 078

56 353 246

136 979 269

6 098 30912 813 858

234 533-

877 66921 180 571

-1 033 646

42 238 586

5 276 905134 346 123

69 805 677804 055

210 232 760

252 471 346

50 931 01112 069 282

66 208 347

129 208 640

8 550 953

137 759 593

-2 757 301

535 2052 421 586

5 714 092

95 1693 295 644

502 2642 119

105 102 465

108 997 661

114 711 753

252 471 346

5 255 22112 806 354

209 998-

2 470 07510 608 807

-526 460

31 876 915

3 049 006224 742 840

83 752 412801 275

312 345 533

344 222 448

50 931 0118 799 160

79 242 797

138 972 968

13 964 932

152 937 900

--

1 197 0192 299 291

3 496 310

464 382-

961 667-

186 362 189

187 788 238

191 284 548

344 222 448

101112131415167

171819

20

21

1622237

1722

2224

Notes

Group2014Pula

Group2013 Pula

Company2014 Pula

Company2013Pula

Year ended 30 April

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

ASSETS



41PAGE |

Profit/loss before tax Adjusted for non-cash items included in profit/loss before tax:

AmortisationDepreciationInterest receivedFinance costs Share of profit from associates Impairment losses on investment in associatesImpairment charges - trade receivablesProfit realised from associate company on acquisition on controlling stakeShare based payment expense – optionsNet foreign exchange difference(Profit) / loss from sale of investmentsTransfer to profit & loss on disposal of available - for - sale financial assetsDividends receivedloss on disposal of / closure of subsidiariesProfit / (loss) on disposal of equipmentDebt forgiveness – group loans

Operating cash inflows before working capital adjustments: Increase in listed trading securitiesDecrease / (increase) in trade and other receivablesIncrease in trade and other payables

Cash generated from operations:Income tax paidInterest receivedFinance costs

Net cash flows generated / (used in) operating activities

Cash flows from investing activities:Dividends received – non groupDividends received – associates and subsidiariesAcquisition of associatesAcquisition of non - controlling interest in subsidiaryNet cash paid on acquisition of subsidiaryPurchase of equipment - to maintain operating capacityPurchase of intangible assetsProceeds – sale of equipmentLoans granted to group companiesProceeds from disposal of available - for - sale - financial assetsPurchase of available - for - sale - financial assets

Net cash flows generated / (used in) from investing activities

Cash flows from financing activities:Proceeds from issue of sharesLoans received from group companies(Decrease) / increase in borrowingsDividends paid – equity holders of the parent & minorities in subsidiaries

Net cash flows generated / (used in) financing activities

Net (decrease) in cash and cash equivalentsNet foreign exchange differences on cash and cash equivalents held in foreign currencyCash and cash equivalents at beginning of year

Cash and cash equivalents at end of year

Comprising: Cash and equivalents and short term investments Bank overdraft

Net cash and cash equivalents

25 075 467

63 7692 244 880

(6 241 590)1 147 017

(1 006 112)232 600

2 525 957

(11 175)1 024 221

(6 345 134)594 668

(283 981)(406 373)

-(38 220)

-

18 575 9942 597 111

(92 922 671)81 921 529

10 171 963(8 581 309)

6 241 590(1 147 017)

6 685 227

406 373212 182

(1 031 076)--

(1 426 166)(19 976)

191 397-

14 147 424(739 334)

11 740 824

1 491 545-

(2 757 301)

(4 861 580)

(6 127 336)

12 298 715

1 650 13969 803 558

83 752 412

83 752 412-

83 752 412

3 477 254

88 7862 073 300(3 541 228)

396 768(1 094 609)

1 294 6532 538 527

(1 039 005)854 156

(2 685 712)(1 340 294)

(2 501 058)(889 509)

-4 409

-

2 363 562882 589

(61 437 877)54 592 192

(8 326 658)(4 074 483)

3 541 228(396 768)

(9 256 681)

889 509351 303

(1 355 860)-

(264 400)(2 279 244)

(291 155)353 091

--

(1 208 748)

(3 805 504)

16 123-

871 088

(3 700 232)

(2 813 021)

(15 875 206)

1 187 17284 491 592

69 803 558

69 805 677(2 119)

69 803 558

(21 003 932)

-190 894

(3 645 240)3 020 259

---

-192 556

(2 208 789)(462)

471(4 419 255)12 517 000

(27 186)-

15 383 684-

287 280757 975

(14 338 429)(32 635)

3 645 240(3 020 259)

(13 746 083)

246 5784 172 677(280 517)

--

(58 626)-

27 186(6 739 698)

-(1 378 306)

(4 010 706)

-19 823 978

-

-

19 823 978

2 067 189

1 650 13916 000 025

19 717 353

19 717 353-

19 717 353

19 825 695

-191 513

(4 303 286)4 323 285

---

-184 928

(1 194 051)(1306)

5 591(2 002 492)

-(46 232)

(31 935 226)

14 951 581-

270 117575 878

(14 105 586)(21 420)

4 303 286(4 323 285)

(14 147 005)

-2 002 492

(1 355 860)(2 906 714)

-(697 484)

-154 244

(3 160 027)-

(2 434)

(5 965 783)

16 12313 221 498

-

(1 774 209)

11 463 412

(8 649 376)

1 187 17223 462 229

16 000 025

16 000 025-

16 000 025

1210261414

134

2

3 & 4

2

6

22 & 14

1413131012

21

19

Notes

Group2014Pula

Group2013Pula

Company2014Pula

Company2013Pula

Year ended 30 April

CONSOLIDATED STATEMENT OF CASH FLOWS

Cash flows from operating activities:


42 | PAGE

Balance - 1 May 2012

Profit / (loss) for the yearOther comprehensive (loss) / income

Total comprehensive (loss) / income

Sub-total

Issue of new sharesShare based payment expense- share options (net)Associate non - distributable reserves prior to becoming a subsidiaryTransfer of NDR to retained earnings on realisation of assets Associate reserves prior to becoming a subsidiaryAcquisition of non - controlling interest in subsidiaryDividends paid

Balance - 30 April 2013


Profit for the yearOther comprehensive (loss) / income


Sub-total

Issue of new shares - ordinary shares (see note below)Issue of new shares - preference sharesShare based payment expense- share options (net)Transfer of NDR to retained earnings on realisation of assets Transfer of BEE reserve to retained earningsCommon control - business combination (Mauritius)Amalgamation reserve (Mauritius)Acquisition of non - controlling interest in subsidiaryDividends paid to non controlling interest


Note

Stated capital

Pula(Note 21)

Non - distributablereserves

Pula(See page 43 below)

Distributablereserves

PulaTotalPula

Non - controllinginterest

Pula

Total Equity

Pula

143 520 973

(1 500 141)(2 667 666)

(4 167 807)

139 353 166

16 122

854 156

-

-

1 236 381

(1 926 023)(1 774 209)

137 759 593

137 759 593

16 081 427(3 819 015)

12 262 412

150 022 005

1 379 707

1 491 545

1 024 222

-

3 178 966

176 393

680 890(154 248)

(4 861 580)

152 937 900

5 790 172

2 804 541741 389

3 545 930

9 336 102

-

-

(95 507)

-

1 236 381

(1 926 023)-

8 550 953

8 550 953

6 076 088770 665

6 846 753

15 379 706

1 379 707

1 491 545

-

(26 524)

-

86 433

-497 645

(4 861 580)

13 964 932

137 730 801

(4 304 682)(3 409 055)

(7 713 737)

130 017 064

16 122

854 156

95 507

-

-

-(1 774 209)

129 208 640

129 208 640

10 005 339(4 589 680)

5 415 659

134 624 299

-

-

1 024 222

26 524

3 178 966

89 960

680 890(651 893)

-

138 972 968

72 109 221

(4 304 682)-

(4 304 682)

67 804 539

-

-

-

178 017

-

-(1 774 209)

66 208 347

66 208 347

10 005 339(228 292)

9 777 047

75 985 394

-

-

-

49 440

3 178 966

-

680 890(651 893)

-

79 242 797

14 706 691 -

(3 409 055)

(3 409 055)

11 297 636

-

854 156

95 507

(178 017)

-

--

12 069 282

12 069 282

-(4 361 388)

(4 361 388)

7 707 894

-

-

1 024 222

(22 916)

-

89 960

--

-

8 799 160

50 914 889

--

-

50 914 889

16 122

-

-

-

-

--

50 931 011

50 931 011

--

-

50 931 011

-

-

-

-

-

-

--

-

50 931 011

27

27

22

Year ended 30 April

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY GROUP - TOTAL EQUITY:

Issue of new ordinary shares. This represents shares issued to non-controlling shareholders in a subsidiary company following the payment of a scrip dividend.



43PAGE |


Other comprehensive lossAssociate non - distributable reserves prior to becoming a subsidiaryTransfer of NDR to retained earnings on realisation of assets Share based payment expense - share options (Note 27)Share based payment expense - employees of subsidiary companiesShare based payment expense – employees of the company



Other comprehensive income / (loss)Transfer of NDR to retained earnings on realisation of assets Share based payment expense - share options (Note 27)Share based payment expense - employees of subsidiary companiesShare based payment expense – employees of the companyCommon control – business combination - Mauritius


14 706 691

(3 409 055)

95 508(178 018)

854 156

669 228184 928

12 069 282

(2 605 782)

-

95 508(178 018)

-

--

(2 688 292)

6 213 435

-

--

854 156

669 228184 928

7 067 591

7 443 375

(1 672 592)

---

--

5 770 783

-

-

-

-

-

-

89 980

89 980

5 770 783

(4 631 317)

-

-

-

-

-

1 139 466

7 067 591

-

-

1 024 222

831 666

192 556

-

8 091 813

1 919 200

269 929

-

-

-

-

-

2 189 129

(2 688 292)

-

(22 916)

-

-

-

-

(2 711 208)

12 069 282

(4 361 388)

(22 916)

1 024 222

831 666

192 556

-

8 799 160

Note: Other Reserves comprise:- a reserve in respect of equipment owned, by Imara Capital Zimbabwe (Private) Limited which was established in March 2009

following a period of severe hyper - inflation and which resulted in the adoption of the USD as the reporting currency for that entity; and

- a reserve arising from the acquisition of the non - controlling interest in CF Africa Limited on 1 December 2010; Imara Holdings Limited’s investment in Imara Capital Zimbabwe (Private) Limited, is held through CF Africa Limited which owns 46.35% of Imara Capital Zimbabwe (Private) Limited.

Foreign currencytranslation

reservePula

Foreign currencytranslation

reservePula

Amalgamation reserve

Pula

Share basedpayment reserve

Pula

Share basedpaymentreserve

Pula

3 655 663

(1 736 463)

---

--

1 919 200

Available - for - sale - financial

reservePula

Available - for - sale-financial

reservePula

Other reserves

Pula(See note below)

Other reserves

Pula

Totalnon - distributable

reservesPula

(Per above)

Totalnon - distributable

reservesPula

Year ended 30 April

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (continued)NON - DISTRIBUTABLE RESERVES - GROUP:


44 | PAGE

Note

Stated capital

Pula(Note 21)

Non - distributablereserves

Pula√(See below)

Distributablereserves

Pula


Profit for the yearOther comprehensive loss


Sub-total

Issue of new sharesShare based payment expense - share options (net)Share based payment reserve - transferred from subsidiary company Dividend paid



loss for the yearOther comprehensive loss

Total comprehensive loss

Sub - total

Share based payment expense - share options (net)


84 282 513

18 455 122(948)

18 454 174

102 736 687

16 122854 156

237 355 (1 774 209)

102 070 111

102 070 111

(21 911 219)(557 091)

(22 468 310)

79 601 801

1 024 222

80 626 023

25 511 008

18 455 122-

18 455 122

43 966 130

--

-(1 774 209)

42 191 921

42 191 921

(21 911 219)-

(21 911 219)

20 280 702

-

20 280 702

7 856 616

-(948)

(948)

7 855 668

-854 156

237 355-

8 947 179

8 947 179

-(557 091)

(557 091)

8 390 088

1 024 222

9 414 310

50 914 889

--

-

50 914 889

16 122-

--

50 931 011

50 931 011

--

-

50 931 011

-

50 931 011

27

27

Total Equity

Pula

Year ended 30 April

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (continued)COMPANY – TOTAL EQUITY



45PAGE |

Share basedpaymentreserve

Pula

Available - for - sale-financial

reservePula


Other comprehensive loss


Share based payment expense - employees of subsidiary companiesShare based payment expense - employees of the company

Share based payment reserve transferred from subsidiary companies

Share based payment reserve transferred from Imara Africa Securities Proprietary LimitedShare based payment reserve transferred from Imara Asset Management Proprietary Limited - Botswana



Other comprehensive loss


Share based payment expense - employees of subsidiary companiesShare based payment expense - employees of the company


7 856 616

(948)

7 855 668

854 156

669 228184 928

237 355

225 435

11 920

8 947 179

8 947 179

(557 091)

8 390 0881 024 222

831 666192 556

9 414 310

1 643 183

(948)

1 642 235

-

--

-

-

-

1 642 235

1 642 235

(557 091)

1 085 144-

--

1 085 144

6 213 433

-

6 213 433

854 156

669 228184 928

237 355

225 435

11 920

7 304 944

7 304 944

-

7 304 9441 024 222

831 666192 556

8 329 166

Total non - distributable

reservesPula

(Per above)

Year ended 30 April

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (continued)NON-DISTRIBUTABLE RESERVES - COMPANY:


46 | PAGE

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Corporate information

The consolidated financial statements of the group for the year ended 30 April 2014 were authorised for issue in accordance with a resolution of the directors on 31 July 2014. The group is a limited liability company incorporated and domiciled in Botswana, whose shares are publicly traded. The registered office is located at:

Union Provident Trust, First Floor, Time Square, Plot 134, Independence Avenue, Gaborone. Botswana.

The principal activities of the group are asset management, corporate finance advisory, stock-broking and trust administration and custodial services.

Basis of preparation

The consolidated financial statements of the group and the financial statements of the company have been prepared on a going concern basis in accordance with International Financial Reporting Standards (IFRS), which comprise standards approved by the International Accounting Standards Board, (IASB), and interpretations approved by the International Financial Reporting Interpretations Committee, (IFRIC), and the applicable requirements of the Botswana Companies Act, 2003.

The financial statements have been prepared on an historical cost basis except for certain financial instruments that are carried at fair value.

The financial statements are presented in Pula, the currency of Botswana and include both the group and the company. The financial statements also provide comparative financial information in respect of the previous year.

Basis of consolidation

The consolidated financial statements comprise the financial statements of Imara Holdings Limited and its subsidiaries drawn up to 30 April each year. All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the group are eliminated in full on consolidation.

Control is achieved when the group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. The group controls an investee if and only if the group has:

- Power over the investee by exercising rights that give it the current ability to direct the relevant activities of the investee;- Exposure, or rights, to variable returns from its involvement with the investee; and- The ability to use its power over the investee to affect its returns.

When the group has less than a majority of the voting or similar rights of an investee, the group considers all relevant facts and circumstances in assessing whether it has power over an investee, including:

- The contractual arrangements with the other vote holders of the investee;- Rights arising from other contractual arrangements;- The group’s voting rights and potential voting rights.

The group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the group obtains control over the subsidiary and ceases when the group loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in the Statement of Comprehensive Income from the date the group gains control until the date that the group ceases to control the subsidiary.

Profit or loss and each component of other comprehensive income are attributable to the equity holders of the parent of the group and to the non-controlling interest, even if this results in the non-controlling interest having a negative balance. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the group’s accounting policies.

Non-controlling interests represent the portion of profit or loss and net assets not held by the group and are presented separately in the Income Statement and within equity in the Statement of Financial Position, separately from the parent’s shareholders’ equity.

A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction. If the group loses control over a subsidiary, it:

- De-recognises the assets (including goodwill) and liabilities of the subsidiary;- De-recognises the carrying amount of any non-controlling interests;- De-recognises the cumulative transactional differences recorded in equity;- Recognises the fair value of the consideration received;- Recognises the fair value of any investments retained;- Recognises any surplus or deficit in profit or loss;- Reclassifies the parents’s share of components previously recognized in Other Comprehensive Income to profit or loss or

retained earnings as appropriate, as would be required if the group had directly disposed of the related assets or liabilities.



47PAGE |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Basis of consolidation (continued)

With the exception of Imara Capital Zimbabwe (Private) Limited, which has a 31 March year end, all subsidiaries have the same reporting date as the parent and apply consistent accounting policies.

Investments in subsidiaries are carried at cost at a company level.

Changes in accounting policies

The accounting policies applied are consistent with those of the previous financial year, except for the following new and amended IFRS and IFRIC interpretations, which are effective from 1 January 2013 and which have been adopted by the group.

IFRS 7 Disclosures – Offsetting of Financial Assets and Financial Liabilities — Amendments to IFRS 7

These amendments require an entity to disclose information about rights of set - off and related arrangements (e.g. collateral agreements). The disclosures provide users with information that is useful in evaluating the effect of netting arrangements on an entity’s financial position. The new disclosures are required for all recognised financial instruments that are set off in accordance with IAS 32 Financial Instruments: Presentation. The disclosures also apply to recognised financial instruments that are subject to an enforceable master netting arrangement or ‘similar agreement’, irrespective of whether they are set off in accordance with IAS 32. This amendment had no impact on the group as the group does not offset financial assets and liabilities.

The amendment requires retrospective application in terms of IAS 8 “Changes in accounting policy”.

IFRS 10 Consolidated Financial Statements, IAS 27 Separate Financial Statements

IFRS 10 replaces the portion of IAS 27 that addresses the accounting for consolidated financial statements. It also addresses the issues raised in SIC-12 Consolidation — Special Purpose Entities, which resulted in SIC-12 being withdrawn. IAS 27, as revised, is limited to the accounting for investments in subsidiaries, joint ventures, and associates in separate financial statements.

IFRS 10 does not change consolidation procedures (i.e. how to consolidate an entity). Rather, IFRS 10 changes whether an entity is consolidated by revising the definition of control. Control exists when an investor has:

- Power over the investee (defined in IFRS 10 as when the investor has existing rights that give it the current ability to direct the relevant activities);

- Exposure, or rights, to variable returns from its involvement with the investee; and- The ability to use its power over the investee to affect the amount of the investor’s returns.

IFRS 10 also provides a number of clarifications on applying this new definition of control, including the following key points:

- An investor is any party that potentially controls an investee; such party need not hold an equity investment to be considered an investor;

- An investor may have control over an investee even when it has less than a majority of the voting rights of that investee (sometimes referred to as de facto control);

- Exposure to risks and rewards is an indicator of control, but does not in itself constitute control;- When decision-making rights have been delegated or are being held for the benefit of others, it is necessary to assess

whether a decision-maker is a principal or an agent to determine whether it has control;- Consolidation is required until such time as control ceases, even if control is temporary.

IFRS 10 requires retrospective application if the assessment of control is different between IFRS 10 and IAS 27.

The group has assessed all its investments and no reclassifications were required. The adoption of IFRS 10 has not resulted in a change in the consolidated group. The significant judgment applied by management in determining if a subsidiary is controlled is disclosed in note 13.

IFRS 11 Joint Arrangements, IAS 28 Investments in Associates and Joint Ventures

IFRS 11 replaces IAS 31 Interests in Joint Ventures and SIC-13 Jointly-controlled Entities — Non-monetary Contributions by Venturers. Joint control under IFRS 11 is defined as the contractually agreed sharing of control of an arrangement, which exists only when the decisions about the relevant activities require the unanimous consent of the parties sharing control. ‘Control’ in ‘joint control’ refers to the definition of ‘control’ in IFRS 10.

IFRS 11 also changes the accounting for joint arrangements by moving from three categories under IAS 31 to the following two categories:

Joint operation — An arrangement in which the parties with joint control have rights to the assets and obligations for the liabilities relating to that arrangement. In respect of its interest in a joint operation, a joint operator must recognise all of its assets, liabilities, revenues and expenses, including its relative share of jointly controlled assets, liabilities, revenue and expenses.


48 | PAGE


SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Changes in accounting policies (continued)

1.

IFRS 11 Joint Arrangements, IAS 28 Investments in Associates and Joint Ventures (continued)

Joint venture — An arrangement in which the parties with joint control have rights to the net assets of the arrangement. Joint ventures are accounted for using the equity method. The option in IAS 31 to account for joint ventures (as defined in IFRS 11) using proportionate consolidation has been removed.

Under these new categories, the structure of the joint arrangement is not the only factor considered when classifying the joint arrangement as either a joint operation or a joint venture, which is a change from IAS 31. Under IFRS 11, parties are required to consider whether a separate vehicle exists and, if so, the legal form of the separate vehicle, the contractual terms and conditions, and other facts and circumstances. In addition, IAS 28 was amended to include the application of the equity method to investments in joint ventures. IFRS 11 requires retrospective application with some relief.

The adoption of IFRS 11 did not have any impact on the financial performance or position of the group as the Joint ventures held by the group still maintained their definition after the adoption of the standard. The adoption of IAS 28 did not impact the group’s financial position because the group has always been equity accounting joint ventures.

IFRS 12 Disclosure of Interests in Other Entities

IFRS 12 sets out the requirements for disclosures relating to an entity’s interests in subsidiaries, joint arrangements, associates and structured entities.

IFRS 12 requirements disclosure to help the users of financial statements understand:

- The effects of interests in other entities on the group’s financial position, financial performance and cash flows;- The nature of, and the risks associated with, the entity’s interest in other entities.

IFRS 12 requires extensive qualitative and quantitative disclosures including summarised financial information for material associates and joint ventures as well as subsidiaries with material non-controlling interest.

The requirements in IFRS 12 are more comprehensive than the previously existing disclosure requirements for subsidiaries for example, where a subsidiary is controlled with less than a majority of voting rights. The group doesn’t have any unconsolidated structured entities.

The adoption of IFRS 12 did not have any impact on the financial performance or the financial position of the group but has resulted in additional disclosure being required -, as provided in Note 12. IFRS 12 is applied retrospectively from 1 January 2013 for disclosures of interests in other entities.

IFRS 13: Fair value measurement

IFRS 13 establishes a single source of guidance under IFRS for all fair value measurements. IFRS 13 does not change when an entity is required to use or disclose fair value, but rather provides guidance on how to measure fair value under IFRS when fair value is required or permitted.

Fair value is defined as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date” (i.e., an ‘exit price’). IFRS 13 does not apply to leases and share based payments.

The standard provides clarification on a number of areas including:

- Concepts of ‘highest and best use’ and ‘valuation premise’ are relevant to non-financial assets only;- Adjustments for blockage factors (block discounts) are prohibited in all fair value measurements;- A description of how to measure fair value when a market becomes less active;

New disclosures related to fair value measurements are also required to help users understand the valuation techniques and inputs used to develop fair value measurements and the effect of fair value measurements on profit or loss.

The adoption of IFRS 13 did not have any significant impact on the financial performance or the financial position of the group as the measurement basis applied in the past were not materially different from those under IFRS 13.

The additional disclosure required has been included in the individual notes presented.

IAS 1 Presentation of Items of Other Comprehensive Income — Amendments to IAS 1

The amendments to IAS 1 required changes to the presentation of Other Comprehensive Income. Items that would be reclassified to profit or loss at a future point in time would be presented separately from items that will never be reclassified. The effective date of the amendment was 1 July 2012. The relatively minor change in presentation of Other Comprehensive Income has been effected in the Statement of Comprehensive Income.



49PAGE |


SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)


Reference Name

IAS 1 Presentation ofFinancial Statements

IAS 16 Property, Plant andEquipment

IAS 32 Financial Instruments: Presentation

Clarification of the requirements for comparative information- The amendment clarifies the difference between voluntary additional comparative information and

the minimum required comparative information. Generally, the minimum required comparative period is the previous period.

- An entity must include comparative information in the related notes to the financial statements when it voluntarily provides comparative information beyond the minimum required comparative period. The additional comparative period does not need to contain a complete set of financial statements.

- The opening statement of financial position (known as ’the third balance sheet’) must be presented when an entity changes its accounting policies (making retrospective restatements or reclassifications) and those changes have a material effect on the statement of financial position. The opening statement would be at the beginning of the preceding period. For example, the beginning of the preceding period for a 31 December 2014 year-end would be 1 January 2013. However, unlike the voluntary comparative information, the related notes are not required to include comparatives as of the date of the third balance sheet.

The amendment affects presentation only and therefore has no impact on the group’s financial position or performance.

Classification of servicing equipment- The amendment clarifies that major spare parts and servicing equipment that meet the definition

of property; plant and equipment are not inventory.

The amendment has no impact on the group or the company.

Tax effects of distributions to holders of equity instruments- The amendment removes existing income tax requirements from IAS 32 and requires entities to

apply the requirements in IAS 12 to any income tax arising from distributions to equity holders.- The adoption of this standard did not have a material impact on the results of the group’s financial

position or performance.

1.

Amendments to IAS 19 Employee Benefits

The amendments of IAS 19 remove the option to defer the recognition of actuarial gains and losses, the corridor mechanism. All changes in the defined benefits plans will be recognised in profit or loss and other comprehensive income. The amendment also clarifies the short-term employee benefits will be classified to this category on the basis of expected settlement and no longer when the benefit is due to be settled. The group’s short term benefits have been recognised in accordance with the revised standard.

The effective date of the standard is 1 January 2013 and the standard has been adopted and implemented retrospectively.

The group participates in defined benefit schemes in Mauritius and Botswana. An actuarial valuation was performed for the defined benefit plan in Mauritius and the results are disclosed in note 23. No actuarial valuation has been preformed in respect of Botswana, due to the non-complexity of the obligations, which are regulated by law.

Improvements to International Financial Reporting Standards – 2009-2011 Cycle

Amendments issued by the IASB and which are applicable to annual periods beginning on or after 1 January 2013 are summarised below. The amendments are applied retrospectively, in accordance with the requirements of IAS 8 for changes in accounting policy.

Standards issued but not yet effective

Standards issued but not yet effective up to the date of issuance of the group’s financial statements are listed below. This listing is of standards and interpretations issued, which the group reasonably expects to be applicable at a future date. The group intends to adopt those standards when they become effective.

IFRS 9 Financial Instruments: Classification and Measurement

The first phase of IFRS 9, which addressed classification and measurement of financial assets was published in November 2009, and was subsequently amended in October 2010 and November 2013, to include classification and measurement requirements of financial liabilities and hedge accounting requirements. IFRS 9 (2013) does not yet have a mandatory effective date, but early adoption is allowed.


50 | PAGE


1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Standards issued but not yet effective (continued)

IFRS 9 Financial Instruments: Classification and Measurement (continued)

A mandatory effective date will be set when the IASB completes the impairment phase of the project. At its February 2014 meeting, the IASB tentatively decided that the mandatory effective date of IFRS 9 will be for annual periods beginning on or after 1 January 2018.

Classification and measurement of financial assets - All financial assets are measured at fair value on initial recognition. Debt instruments may be subsequently measured at amortised

cost, if the fair value option (FVO) is not invoked, and:i. The asset is held within a business model that has the objective to hold the assets to collect the contractual cash flows.ii. The contractual terms of the financial asset give rise, on specified dates, to cash flows that are solely payments of principal and

interest on the principal outstanding. All other debt instruments are subsequently measured at fair value. - Equity instruments are measured at fair value through either Other Comprehensive Income (OCI) or profit or loss.

Entities have an irrevocable choice to recognise changes in the fair value of non-trading instruments either in OCI or profit or loss by instrument. However, equity instruments held for trading must be measured at fair value through profit or loss.

Classification and measurement of financial liabilities - For FVO liabilities, the amount of change in the fair value of a liability that is attributable to changes in credit risk must be presented

in OCI. The remainder of the change in fair value is presented in profit or loss, unless presentation of the fair value change in respect of the liability’s credit risk in OCI would create or enlarge an accounting mismatch in profit or loss.

- All other IAS 39 classification and measurement requirements for financial liabilities have been carried forward into IFRS 9, including the embedded derivative separation rules and the criteria for using the FVO.

Hedge accounting- Hedge effectiveness testing must be done prospectively and can be qualitative, depending on the complexity of the hedge.- A risk component of a financial or non-financial instrument may be designated as the hedged item if the risk component is

separately identifiable and reliably measureable.- The time value of an option, the forward element of a forward contract and any foreign currency basis spread can be excluded

from the hedge instrument designation requirement and accounted for as costs of hedging.- More designations of groups of items as the hedged item are possible, including layer designations and some net positions.

The group will quantify the effect in conjunction with the other phases, when the final standard including all phases is issued.

IFRS 10, IFRS 12 and IAS 27 Investment Entities (Amendments)

These amendments are effective for annual periods beginning on or after 1 January 2014 provide an exception to the consolidation requirement for entities that meet the definition of an investment entity under IFRS 10. The exception to consolidation requires investment entities to account for subsidiaries at fair value through profit or loss.

It is not expected that this amendment would be relevant to the group.

IFRIC Interpretation 21 Levies (IFRIC 21)

IFRIC 21 clarifies that an entity recognises a liability for a levy when the activity that triggers payment, as identified by the relevant legislation, occurs. For a levy that is triggered upon reaching a minimum threshold, the interpretation clarifies that no liability should be anticipated before the specified minimum threshold is reached. IFRIC 21 is effective for annual periods beginning on or after 1 January 2014.

The group does not expect that IFRIC 21 will have material financial impact in future financial statements.

IAS 32 Offsetting Financial Assets and Financial Liabilities — Amendments to IAS 32

The amendments clarify that rights of set-off referred to in IAS 32 must not only be legally enforceable in the normal course of business, but must also be enforceable in the event of default and the event of bankruptcy or insolvency of all of the counterparties to the contract, including the reporting entity itself. The amendments also clarify that rights of set-off must not be contingent on a future event.

These amendments are not expected to impact the group’s financial position or performance and become effective for annual periods beginning on or after 1 January 2014.



51PAGE |





IAS 39 Novation of Derivatives and Continuation of Hedge Accounting – Amendments to IAS 39

These amendments provide relief from discontinuing hedge accounting when novation of a derivative designated as a hedging instrument meets certain criteria. These amendments are effective for annual periods beginning on or after 1 January 2014. The group does have derivatives but does not expect the standard to have material financial impact on future financial statements.

IAS 16 Property, plant and Equipment – Amendment resulting from annual improvements 2010-2012 cycle (proportionate restatement of accumulated depreciation on revaluation)

The amendment to IAS 16.35(a) and IAS 38.80(a) clarifies that revaluation can be performed, as follows:

~ Adjust the gross carrying amount of the asset to market value, or~ Determine the market value of the carrying amount and adjust the gross carrying amount proportionately so that the resulting

carrying amount equals the market value.

The IASB also clarified that accumulated depreciation/amortisation is the difference between the gross carrying amount and the carrying amount of the asset (i.e. gross carrying amount – accumulated depreciation/amortisation = carrying amount).

The amendment to IAS 16.35(b) and IAS 38.80(b) clarifies that the accumulated depreciation/amortisation is eliminated so that the gross carrying amount and carrying amount equal the market value.

This amendment provides more detail when users revalue assets and clarifies how an adjustment is recognised. The amendment is effective retrospectively.

Amendment regarding the clarification of acceptable methods of depreciation and amortisation:

On 12 May 2014, the IASB issued amendments to IAS 16 Property, Plant and Equipment and IAS 38 Intangible Assets prohibiting the use of revenue-based depreciation methods for fixed assets and limiting the use of revenue-based amortisation methods for intangible assets.

The group does not expect the standard to have a material financial impact on future financial statements.

IAS 39 Novation 19 Employee BenefitsAmended to clarify the requirements that relate to how contributions from employees or third parties that are linked to service should be attributed to periods of service

With Defined Benefit Plans: Employee Contributions (Amendments to IAS 19 Employee Benefits) the IASB has amended the requirements in IAS 19 for contributions from employees or third parties that are linked to service:

- If the amount of the contributions is independent of the number of years of service, contributions may be recognised as a reduction in the service cost in the period in which the related service is rendered (note: this is an allowed but not required method).

~ If the amount of the contributions depends on the number of years of service, those contributions must be attributed to periods of service using the same attribution method as used for the gross benefit in accordance with paragraph 70 of IAS 19.

The amendments are intended to provide relief in that entities are allowed to deduct contributions from service cost in the period in which the service is rendered. This was common practice prior to the 2011 amendments to IAS 19. In those cases the impact of retrospective application would be minimal. The amendments are to be applied retrospectively.


IAS 36 Impairment of AssetsAmendments arising from Recoverable Amount Disclosures for Non-Financial Assets

The amendments relate to the disclosure in respect of fair value less costs of disposal. The amendments are intended to clarify the IASB’s original intentions when amendments were made to IAS 36 as a result of the issuance of IFRS 13 Fair Value Measurement. The amendments also require additional information about the fair value measurement of impaired assets when the recoverable amount is based on fair value less costs of disposal and the discount rates that have been used when determining the recoverable amount.

IAS 38 Intangible AssetsAmendments resulting from Annual Improvements 2010-2012 Cycle (proportionate restatement of accumulated depreciation on revaluation)

The amendment to IAS 16.35(a) and IAS 38.80(a) clarifies that revaluation can be performed, as follows:- Adjust the gross carrying amount of the asset to market value, or- Determine the market value of the carrying amount and adjust the gross carrying amount proportionately so that the

resulting carrying amount equals the market value.


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IAS 38 Intangible Assets (continued)

The IASB also clarified that accumulated depreciation / amortisation is the difference between the gross carrying amount and the carrying amount of the asset (i.e. gross carrying amount – accumulated depreciation/amortisation = carrying amount).

The amendment to IAS 16.35(b) and IAS 38.80(b) clarifies that the accumulated depreciation/amortisation is eliminated so that the gross carrying amount and carrying amount equal the market value.

This amendment provides more detail when users revalue assets and clarifies how an adjustment is recognised. The amendment is effective retrospectively.

Amendments regarding the clarification of acceptable methods of depreciation and amortisation

On 12 May 2014, the IASB issued amendments to IAS 16 Property, Plant and Equipment and IAS 38 Intangible Assets prohibiting the use of revenue-based depreciation methods for fixed assets and limiting the use of revenue-based amortisation methods for intangible assets.


Cost of services sold

Cost of services sold consists of all direct costs associated with revenue generation inclusive of sub-contractor expenses and recoverable and non-recoverable disbursements.

Current vs non-current classifications

The group presents assets and liabilities in Statement of Financial Position based on current/non-current classification. An asset is classified as current when it is:

- Expected to be realised or intended to sold or consumed in normal operating cycle;- Held primarily for the purpose of trading;- Expected to be realised within twelve months after the reporting period, or- Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months

after the reporting period.

All other assets are classified as non-current.

A liability is classified as current when:- It is expected to be settled in normal operating cycle;- It is held primarily for the purpose of trading;- It is due to be settled within twelve months after the reporting period, or- There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period.

The group classifies all other liabilities as non-current.

Deferred tax assets and liabilities are classified as non-current assets and liabilities.

Dividends

Dividends payable: The company recognises a liability to make cash or non-cash distributions by way of dividend, to equity holders of the parent, when the distribution is authorised and is no longer at the discretion of the company. This is normally when the dividend is approved by the shareholders.

A corresponding amount is recognized directly in equity.

Equipment

Equipment is stated at cost less accumulated depreciation, and accumulated impairment losses if any. Such cost includes the cost of significant replacement components for equipment. All other repair and maintenance costs are recognised in profit and loss as incurred.

Subsequent additions are stated at cost less accumulated depreciation.

Depreciation is computed on a straight line basis over the estimated useful life to reduce the asset’s value to residual value as follows:

Electronic library 10%Motor vehicles 20% Office equipment 10% - 33.33%



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Equipment (continued)

It is the policy to apportion depreciation in the year of acquisition and disposal.

The carrying amounts are reviewed for impairment when events or changes in circumstance indicate that the carrying value may not be recoverable.

An item of equipment is de-recognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on de-recognition of the asset, (calculated as the difference between the net disposal proceeds and the carrying amount of the asset), is included in profit and loss in the year of de-recognition.

Residual values, useful lives and methods of depreciation are reviewed on an annual basis and adjusted prospectively, if appropriate.

Equity reserves

The reserves recorded in equity on the group’s Statement of Financial Position include:

- Available-for-sale reserve, which comprises changes in fair value of available-for-sale investments;- Foreign currency translation reserve, which is used to record exchange differences arising from the translation of the net

investment in foreign operations;- Share based payment reserve, which comprises the cost of equity settled transactions arising from group’s share option

scheme;

Fair Value Measurement – IFRS 13

The group measures financial instruments, such as, derivatives, and non-financial assets such as investment properties, at fair value at each balance sheet date. Also, fair values of financial instruments measured at amortised cost are disclosed in the related note.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

- In the principal market for the asset or liability, or- In the absence of a principal market, in the most advantageous market for the asset or liability.

The principal or the most advantageous market must be accessible to the group.

The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.

A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

The group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

- Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities;- Level 2 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or

indirectly observable;- Level 3 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable;

For assets and liabilities that are recognised in the financial statements on a recurring basis, the group determines whether transfers have occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.

External valuers are involved for valuation of significant assets, such as available-for-sale financial assets, and significant liabilities, such as contingent consideration.

Selection criteria include market knowledge, reputation, independence and whether professional standards are maintained. For the purpose of fair value disclosures, the group has determined classes of assets and liabilities on the basis of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained above.

Fiduciary activities

The group acts in fiduciary capacities that result in the holding, placing or managing of assets for the account of and at the risk of clients. As these are not assets of the group, they are not reflected in the Statement of Financial Position but are included as a note to the financial statements at market value as part of funds under management. (Note 25)


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Financial instruments:Financial assets:Initial recognition

Financial assets in the scope of IAS 39 are classified as financial assets at fair value through profit or loss, loans and receivables, or available-for-sale-assets as appropriate. The group determines the classification of its financial instruments at initial recognition.

Financial assets are recognised initially at fair value, plus in the case of investments not at fair value through profit and loss, directly attributable transaction costs.

Purchases or sales of financial assets that require delivery of assets within a time frame established by regulation or convention in the market place (regular way purchases) are recognised on the trade date, being the date on which the group commits to purchase or sell an asset.

The group’s financial assets include listed trading securities, unlisted trading securities, trade and other receivables, loan and other receivables and cash and cash equivalents.

Subsequent measurement

The subsequent measurement of financial assets depends on their classification as follows:

Financial assets at fair value through profit and loss

Financial assets at fair value through profit and loss include financial assets held for trading and financial assets designated upon initial recognition at fair value through profit and loss. Financial assets are classified as held for trading if they are acquired for the purpose of selling in the near term. This category includes derivative financial instruments entered into by the group that do not meet the hedge accounting criteria as defined in IAS 39.

Financial assets at fair value through profit and loss are carried in the Statement of Financial Position at fair value, with gains and losses recognised in profit and loss.

The group determines the classification of its financial assets at initial recognition and where appropriate re-evaluates this designation.

Loans and other receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Such financial assets are carried at amortised cost using the effective interest rate method (EIR). EIR is the rate that exactly discounts the future cash payments or receipts over the expected life of the financial instrument or a shorter period, where appropriate, to the net carrying amount of the financial asset or liability. Gains and losses are recognised in profit and loss when the loans and receivables are de-recognised or impaired, as well as through the amortisation process.

Available-for-sale financial assets

Available-for-sale financial assets are non-derivative financial assets that are designated as available-for-sale or are not classified in any of the preceding categories. Designated listed securities are classified as available for sale financial assets. After initial measurement, available-for-sale-financial assets are measured at fair value with unrealised gains or losses recognised in Other Comprehensive Income until the investment is de-recognised, at which time the cumulative gain or loss recorded in equity is recognised in profit and loss. When available-for-sale-financial assets are determined to be impaired, the cumulative loss recorded in Other Comprehensive Income is recognised.

Listed trading securities

Listed trading securities are non-derivative financial assets that are actively traded in organised financial markets. Fair value is determined by reference to quoted market bid prices at the close of business on the reporting date. Certain listed trading securities are classified at fair value through profit and loss financial assets. Gains and losses are recognised in profit and loss when the listed trading securities are de-recognised or impaired.

Unlisted securities

Unlisted securities are non-derivative financial assets where there is no quoted market price. Unlisted securities are classified as available-for-sale-financial assets. Fair value is determined using valuation techniques. Such techniques may include using recent arm’s length market transactions, reference to the current market value of another financial instrument which is substantially the same or is based on the expected cash flow of the underlying net asset base of the investment.

Trade receivables

Trade receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. After initial recognition, trade receivables are carried at amortised cost using the effective interest rate method less any allowance for impairment. Gains and losses are recognised in profit and loss when the trade receivables are de-recognised or impaired, as well as through the amortisation process.



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Financial instruments (continued) Financial assets (continued) Subsequent measurement (continued)

Cash and cash equivalents

Cash and cash equivalents are defined as cash on hand, demand deposits and short-term highly liquid investments readily convertible to known amounts of cash within a maximum 2 month period and subject to insignificant risk of changes in value. After initial recognition, cash and cash equivalents are recognised at amortised cost.

For the purposes of the Consolidated Cash Flow Statement, cash and cash equivalents consists of cash and cash equivalents as defined above, net of outstanding bank overdrafts.

Financial liabilities:Initial recognition

Financial liabilities within the scope of IAS 39 are classified as financial liabilities at fair value through profit or loss, and loans and borrowings. The group determines the classification of its financial liabilities at initial recognition.

Financial liabilities are recognised initially at fair value and in the case of loans and borrowings, directly attributable transaction costs.

The group’s financial liabilities include trade and other payables, bank overdraft and loans and borrowings.

Subsequent measurement The subsequent measurement of financial liabilities depends on their classification as follows:

Financial liabilities at fair value through profit or loss

Financial liabilities at fair value through profit or loss include financial liabilities held for trading, financial liabilities designated upon initial recognition as at fair value through profit or loss and option liabilities which arose as a result of the South African BEE transaction with Zingwenya Holdings Proprietary Limited in 2008.

Financial liabilities are classified as held for trading if they are acquired for the purpose of selling in the near term. This category includes derivative financial instruments entered into by the group that do not meet the hedge accounting criteria as defined by IAS39.

Gains or losses on liabilities held for trading are recognised in profit and loss.

The group has not designated any financial liabilities as at fair value through profit or loss.

Loans and borrowingsAfter initial recognition, interest bearing loans and borrowings are subsequently measured at amortised cost using the effective interest rate method. Gains and losses are recognised in profit and loss when the liabilities are derecognised as well as through the amortisation process.

Trade payablesTrade payables are financial liabilities with fixed or determinable payments. After initial recognition, trade payables are carried at amortised cost using the effective interest rate method. Gains and losses are recognised in profit and loss when the trade payables are de-recognised.

Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount reported in the Statement of Financial Position if, and only if, there is a currently enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis, or to realize the assets and settle the liability simultaneously.

Amortised cost of financial instruments

Amortised cost is computed using the effective interest method less any allowance for impairment and principle repayment or reduction. The calculation takes into account any premium or discount on acquisition and includes transaction costs and fees that are an integral part of the effective interest rate.

The effective interest rate method of amortisation is included in finance costs in the Income Statement.

Impairment of financial assets

The group assesses at each reporting date whether there is any objective evidence that a financial asset or a group of financial assets is impaired. A financial asset or a group of financial assets is deemed to be impaired if, and only if, there is objective evidence of impairment as a result of one or more events that has occurred after the initial recognition of the asset (an incurred “loss event”) and that loss event has an impact on the estimated future cash flows of the financial asset or the group of financial assets that can be reliably estimated.


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Impairment of financial assets (continued)

Evidence of impairment may include indications that the debtors or group of debtors is experiencing significant financial difficulty, default or delinquency in interest or principal payments, the probability that they will enter bankruptcy or other financial reorganisation and where observable data indicate that there is a measureable decrease in the estimated future cash flow, such as changes in arrears or economic conditions that correlate with defaults.

Financial assets carried at amortised cost

For amounts due from loans and receivables to customers carried at amortised cost, the group first assesses whether objective evidence of impairment exists individually for financial assets that are individually significant.

If the group determines that no objective evidence of impairment exists for an individually assessed financial asset, whether significant or not, it includes the asset in a group of financial assets with similar credit risk characteristics and collectively assesses them for impairment. Assets that are individually assessed for impairment and for which an impairment loss is, or continues to be, recognised are not included in a collective assessment of impairment.

If there is objective evidence that an impairment loss has been incurred, the amount of the loss is measured as the difference between the assets carrying amount and the present value of estimated future cash flows (excluding future expected credit losses that have not yet been incurred). The carrying amount of the asset is reduced through the use of an allowance account and the amount of the loss is recognised in profit or loss. Interest income continues to be accrued on the reduced carrying amount based on the original effective interest rate of the asset. Loans together with the associated allowance are written off when there is no realistic prospect of future recovery and all collateral has been realised or has been transferred to the group.

If, in a subsequent year, the amount of the estimated impairment loss increases or decreases because of an event occurring after the impairment was recognised, the previously recognised impairment loss is increased or reduced by adjusting the allowance account. If a write-off is later recovered, the recovery is recognised in profit or loss.

The present value of the estimated future cash flows is discounted at the financial asset’s original effective interest rate. If a loan has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate.

Available-for-sale financial investment

For available-for-sale financial investments, the group assesses at each reporting date whether there is objective evidence that an investment or a group of investments is impaired.

In the case of equity investments classified as available-for-sale, objective evidence would include a significant or prolonged decline in the fair value of the investment below its cost. Where there is evidence of impairment, the cumulative loss – measured as the difference between the acquisition cost and the current fair value, less any impairment loss on that investment previously recognised in profit or loss – is removed from equity and recognised in profit or loss. Impairment losses on equity investments are not reversed through profit or loss, while increases in their fair value after impairment are recognised in Other Comprehensive Income.

In the case of debt instruments classified as available-for-sale, impairment is assessed based on the same criteria as financial assets carried at amortised cost. However the amount recorded for impairment is the cumulative loss, measured as the difference between amortised cost and the current fair value, less any impairment loss on the investment previously recognised in profit and loss. Interest continues to be accrued at the original effective interest rate on the reduced carrying amount of the asset and is recorded as part of ‘Interest income’. If, in a subsequent year, the fair value of a debt instrument increases and the increase can be objectively related to an event occurring after the impairment loss was recognised in profit or loss, the impairment loss is reversed through profit or loss.

De-recognition of financial instruments

Financial assets

A financial asset (or where applicable a part of a financial asset or part of a group of similar financial assets) is de-recognised when:

- the rights to receive cash flows from the asset have expired; or- the group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash

flows in full without material delay to a third party under a ‘pass-through’ arrangement; and either (a) the group has transferred substantially all the risks and rewards of the asset, or (b) the group has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.



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De-recognition of financial instruments (continued)Financial assets (continued)

When the group has transferred its rights to receive cash flows from an asset or has entered into a pass-through arrangement, and has neither transferred nor retained substantially all the risks and rewards of the asset nor transferred control of the asset, a new asset is recognised to the extent of the group’s continuing involvement in the asset.

Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that the group could be required to repay. When continuing involvement takes the form of a written and/or purchased option (including a cash settled option or similar provision) on the transferred asset, the extent of the group’s continuing involvement is the amount of the transferred asset that the group may repurchase, except that in the case of a written put option (including a cash settled option or similar provision) on an asset measured at fair value, the extent of the group’s continuing involvement is limited to the lower of the fair value of the transferred asset and the option exercise price.

Financial liabilities

A financial liability is de-recognised when the obligation under the liability is discharged or cancelled or expires.

When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a de-recognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts is recognised in profit or loss.

Impairment of non-financial assets

The group assesses at each reporting date whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the group estimates the asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s or cash-generating units (“CGU”) fair value less costs of disposal and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. Where the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. In assessing value in use, the estimated future cash flows, based on management forecasts and budgets, are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time and value of money and the risks specific to the asset. In determining fair value less costs to sell, recent market transactions are taken into account, if available. If no such transaction can be identified, an appropriate valuation model is used. Where appropriate, these valuation results are corroborated by valuation multiples, quoted share prices for publicly traded proxy companies or other available fair value indicators.

Impairment losses are recognised in profit or loss in those expense categories consistent with the function of the impaired asset, except for property previously re-valued where the revaluation was taken to Other Comprehensive Income. In this case the impairment is also recognised in Other Comprehensive Income up to the amount of any previous revaluation.

For assets excluding goodwill, an assessment is made at each reporting date as to whether there is any indication that previously recognised impairment losses may no longer exist or may have decreased. If such indication exists, the group estimates the asset’s or CGU recoverable amount. A previously recognised impairment loss is reversed only if there has been a change in the assumptions used to determine the asset’s recoverable amount since the last impairment loss was recognised. The reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in profit or loss unless the asset is carried at the re-valued amount, in which case the reversal is treated as a revaluation increase. However to the extent that an impairment loss on the same re-valued assets was previously recognised in profit or loss, a reversal of that impairment loss is also recognised in profit or loss.

Goodwill

Goodwill is tested for impairment annually at 30 April and when circumstances indicate that the carrying value may be impaired.

Impairment is determined for goodwill by assessing the recoverable amount of each cash-generating unit (or group of cash-generating units) to which the goodwill relates. Where the recoverable amount of the cash-generating unit is less than their carrying amount an impairment loss is recognised. Impairment losses relating to goodwill cannot be reversed in future periods.


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Impairment of non-financial assets (continued)

Intangible assets

Intangible assets with an indefinite useful life are tested for impairment annually as at 30 April either individually or at the cash-generating unit level, as appropriate and when circumstances indicate that the carrying value may be impaired. Intangible assets with finite useful lives are tested for impairment when there is an indication that an impairment might have occurred. Intangible assets comprise a client data base and administration software system.

Leases

The determination of whether an arrangement is, or contains a lease, is based on the substance of the arrangement, at inception date of whether or not the fulfilment of the arrangement is dependent on the use of a specific asset or assets or the arrangement conveys a right to use the asset.

Group as lessee

Finance leases are leases which transfer to the group substantially all the risks and benefits incidental to ownership of the leased item, and are capitalised at the commencement of the lease at the fair value of the leased property or, if lower, at the present value of the minimum lease payments. Lease payments are apportioned between the finance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges and any transaction costs are charged directly to profit and loss.

Capitalised leased assets are depreciated over the shorter of the estimated useful life of the asset or the lease term, if there is no reasonable certainty that the group will obtain ownership by the end of the lease term.

Leases where the lessor retains substantially all the risks and benefits of ownership of the asset are classified as operating leases. Operating lease payments are recognised as an expense in profit and loss on a straight line basis over the lease term.

Group as lessor

Leases, where the group does not transfer substantially all the risks and benefits of ownership of the asset, are classified as operating leases.

Operating lease rentals are recognised in profit and loss when the lessor’s right to receive the rental is established. The difference between lease payments received and the lease income accounted for in profit and loss is recognised as an operating lease asset or liability.

Foreign currency translation

The financial statements are presented in Pula, (“P”), the currency of Botswana. The Pula is the functional and presentation currency of the parent company and that of the group.

Each entity in the group determines its own functional currency and items included in the financial statements of each entity are measured using that functional currency. Transactions in foreign currencies are initially recorded at the functional currency rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the rate of exchange ruling at the reporting date. All differences are taken to profit and loss. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates as at the dates of the initial transaction. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined.

The assets and liabilities of overseas subsidiaries are translated into Pula, at the rate of exchange ruling at the reporting date. The Income Statements of overseas subsidiaries are translated at weighted average exchange rates for the year. The exchange differences arising on the retranslation are recognised in Other Comprehensive Income. On disposal of a foreign entity, accumulated exchange differences are recognised in profit and loss when the gain or loss on disposal is recognised.

Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the acquired company and are recorded at the closing exchange rate.

Goodwill and business combinations

Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate of the consideration transferred, measured at acquisition date fair value and the amount of any non-controlling interest in the acquiree. For each business combination, the group elects whether it measures the non-controlling fair value in the acquiree at fair value or the proportional cost of the acquiree’s identifiable net assets. Acquisition costs incurred are expensed and included in profit and loss.

When the group acquires a business it assesses the financial assets and liabilities assumed for appropriate classification and designation in accordance with the contractual arrangements, economic circumstances and pertinent conditions. This includes the separation of embedded derivatives in host contracts by the acquiree.



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Goodwill and business combinations (continued)

If the business combination is achieved in stages, the acquisition date fair value of the acquirer’s previously held equity interest in the acquiree is remeasured to fair value at the acquisition date through profit and loss.

Any contingent consideration to be transferred to the acquirer will be recognised at fair value at the acquisition date.

Subsequent changes to the fair value of the contingent consideration that is deemed to be an assets or liability will be recognized in accordance with IAS 39 either in profit and loss or as a change to Other Comprehensive Income. If the contingent consideration is classified as equity, it will not be remeasured and subsequent settlement is accounted for within equity. In instances where the contingent consideration does not fall within the scope of IAS 39, it is measured in accordance with the appropriate IFRS.

Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred and the amount recognised for non-controlling interest, over the net identifiable assets acquired and liabilities assumed. If this consideration is lower than the fair value of the net assets of the subsidiary acquired, the difference is recognised as a bargain purchase in profit and loss.

After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill acquired in a business combination is from the acquisition date, allocated to each of the group’s cash generating units that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units.

Where goodwill forms part of a cash-generating unit and part of the operation within that unit is disposed of, the goodwill associated with the operation disposed of is included in the carrying amount of the operation when determining the gain or loss on disposal of the operation. Goodwill disposed of in this circumstance is measured based on the relative values of the operation disposed of and the portion of the cash-generating unit retained.

Income taxes

Current income tax assets and liabilities for the current period are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used in computing the amount are those that are enacted or substantively enacted at the reporting date in the countries where the group operates and generates taxable income.

Current income tax relating to items recognised directly in equity is also recognised directly in equity and not in the Income Statement. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.

Deferred income tax is provided, using the liability method, on all temporary differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes, at the reporting date. Deferred tax liabilities are recognised for all taxable temporary differences except:

- where the deferred tax liability arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit or loss nor taxable profit or loss; and

- in respect of taxable temporary differences associated with investments in subsidiaries, associates and interest in joint ventures, when the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.

Deferred tax assets are recognised for all deductible temporary differences, the carry-forward of unused tax credits and any unused tax losses. Deferred tax assets are recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry-forward of unused tax credits and unused tax losses can be utilised except:

- when the deferred income tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit and loss; and

- in respect of deductible temporary differences associated with investments in subsidiaries, associates and interest in joint ventures, deferred tax assets are recognised only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilised.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Unrecognised deferred income tax assets are reassessed at each reporting date and are recognised to the extent that it is probable that future taxable income will allow the deferred tax asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.


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Income taxes (continued)

Deferred tax assets and liabilities are offset if a legally enforceable right exists to set off current tax assets against current income tax liabilities and the deferred taxes relate to the same taxable entity and the same tax authority.

Tax benefits acquired as part of a business combination, but not satisfying the criteria for separate recognition at that date, would be recognised subsequently if new information about facts and circumstances changed. The adjustment would either be treated as a reduction to goodwill (as long as it does not exceed goodwill) if it was incurred during the measurement period or in profit and loss.

Value Added Tax (“VAT”) : Revenues, expenses and assets are recognised net of VAT, except where the VAT incurred on a purchase of an asset or service is not recoverable from the Tax Authorities, in which case the VAT is recognised as part of the cost of acquiring the asset or as part of the cost of the service.

The net amount of VAT recoverable from, or payable to, the Tax Authorities is included as part of receivables or payables in the Statement of Financial Position.

Consultancy and advisory services rendered in certain tax jurisdictions where the group has operations are subject to withholding tax, (WHT). The WHT is deducted as source and is treated as a direct income tax charge in the year in which the tax is withheld.

Intangible assets

Intangible assets acquired separately are measured on initial recognition at cost. Following initial recognition, intangible assets are carried at cost less any accumulated amortisation and any accumulated impairment losses.

The current intangible assets of the group are assessed as having a finite useful life.

Intangible assets with finite useful lives are amortised over their useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortisation period and the amortisation method are reviewed at least at each financial year end. Changes in the expected useful life or the expected pattern of consumption of the future economic benefit embodied in the asset are accounted for by changing the amortisation period or method, as appropriate, and are treated as changes in accounting estimates. The amortisation expense on intangible assets with finite lives is recognised in profit and loss in the expense category consistent with the function of intangible assets.

Gains or losses arising from de-recognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognised in profit and loss when the asset is derecognised.

The group’s intangible assets are amortised on a straight line basis over three to five year periods as follows:

Administration software system – 3 years;Client date base – 5 years;

Investment in associates

The group’s investment in associates, are accounted for using the equity method of accounting. In the separate financial statements of the company, the investment in associates is accounted for at cost less impairment losses. An associate is an entity in which the group has significant influence. Significant influence is the power to participate in the financial and operating policy decisions of the investee, but is not control or joint control over those policies.

Under the equity method, the investment in the associate is carried in the Statement of Financial Position at cost plus post acquisition changes in the group’s share of the net assets of the associate. Goodwill relating to the associate is included in the carrying amount of the investment and is not amortised or separately tested for impairment.

After application of the equity method, the group determines whether it is necessary to recognise an additional impairment loss to the group’s investment in its associates. The group determines at each reporting date whether there is any objective evidence that the investment in the associate is impaired. The group calculates the amount of impairment as the difference between the recoverable amount of the investment in associate and its carrying value and recognises the amount separately in profit and loss .

Unrealised gains and losses resulting from transactions between the group and the associate are eliminated to the extent of the interest in the associate.

The group has five associate companies, one of which is domiciled in Malawi, one in South Africa and the other three in Zambia. The year end date of the Malawian associate company, Stockbrokers Malawi Limited (SML)and the Zambian associate company, Oryx Finance Limited (OFL) is 31 December. This differs from the 30 April reporting date of the holding company. The controlling shareholders of SML and OFL are unwilling to change their year end date to make it co-terminous with the rest of the Imara Group. Adjustments are made for the effects of any significant transactions or events that occur between the reporting date of the associate and that of the group. The accounting policies of associates conform to those used by the group for like transactions and events in similar circumstances. The reporting date for the other associate companies is 30 April. Details of associate companies are recorded in Note 14.

Upon loss of significant influence over an associate, the group measures and recognises any retaining investment at its fair value. Any difference between the carrying amount of the associate, upon loss of significant influence, and the fair value of the retained investment and proceeds from the disposal, is recognised in profit and loss.



61PAGE |



Pensions and other post-employment benefits

The group does not provide pensions and other post-employment benefits for its employees, other than in Botswana under the Employment Act (Chapter 47:01) and in Mauritius under the Employment Rights Act, 2008.

In Botswana, the severance benefit is an unfunded defined benefit plan with the benefit determined based on length of service, basic salary and a five year rotational employment cycle. The severance benefit is payable, on a pro rata basis, if an employee leaves employment prior to the completion of five years of service.

In Mauritius, the retirement gratuity is an unfunded defined benefit plan with the benefit determined based on length of service and final salary.

Expenses are recognised in profit and loss as incurred.

Provisions

Provisions are recognised when the group has a present obligation (legal or constructive) as a result of a past event, and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. The expense relating to any provision is presented in profit and loss, net of any expected reimbursement. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects the risks specific to the liability.

Revenue recognition

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the group and the revenue can be reliably measured. Revenue is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and duties.

The following specific recognition criteria must also be met before revenue is recognised:

- Asset management investment and advisory fees: Revenue is recognised when the related services have been performed;- Asset management performance fees: Revenue is recognised when the related services have been performed and performance fee criteria measured;- Brokerage: Brokerage revenue, commissions, handling fees and sponsor broker fees are recognised upon performance of services;- Commission: Commissions are recognised as revenue when the related services have been performed;- Corporate finance mandate and retainer fees: Revenue is recognised when the related services have been performed except for those fees relating to transactions

where fees are contingent. In such cases fees are only recognised upon the fulfilment of the contingent event;- Dividends: Revenue is recognised when the shareholders’ right to receive the payment is established; - Fee income: Fee income is recognised as revenue when the related services have been performed;- Contracts for Difference (CFD’s) and Futures Trading: Revenue comprises securities trading profits and fees, which are earned for facilitating the acquisition of single stock

futures or CFD’s by clients. Revenue is recognised when the service is provided;- Interest: Interest revenue is recognised using the effective interest rate method;- Management fees – Group: Revenue is recognised on an accrual basis in respect of intra-group services rendered;- Securities trading: Revenue is recognised based on changes in the fair value of the listed securities traded, net of charges. Realised gains

or losses are recognised when the transaction is settled. Unrealised gains and losses are recognised at the end of each monthly reporting period;

- Trust fees include fees for trust registration, custodial and administration services. Trust registration and custodial fees are payable annually in advance and are recognised when the right to receive payment is established. Trust administration fees are recognised upon performance of services.


62 | PAGE



Share based payment transactions

Employees (including senior executives and directors) of the group receive remuneration in the form of share-based payment transactions, whereby employees render services in consideration for equity instruments. The group’s share option scheme is defined as an “equity settled scheme”. In terms of the group’s Share Option Scheme, equity-settled awards cannot be cancelled.

The cost of equity-settled transactions is measured by reference to the fair value at the date on which the option was granted. The fair value is determined by an external valuer using a binomial valuation model. Details of the valuation model used are given in Note 27.

The cost of equity-settled transactions is recognised in profit and loss as part of “operating expenses”, with a corresponding increase to the Share Based Payment Reserve, in equity. The profit and loss expense or credit for a period represents the movement in the cumulative expense recognised as at the beginning and end of that period. No expense is recognised for awards that do not ultimately vest, except for equity-settled transactions, for which vesting is conditional upon a market or non-vesting condition. These are treated as vesting irrespective of whether or not the market or non-vesting condition is satisfied, provided that all other performance and/or service conditions are satisfied.

When the terms of an equity-settled award are modified, the minimum expense recognised is the expense which would have been recognised had the terms of the award not been modified, and the original terms of the award met. In addition, an expense is recognised for any modification, which increases the total fair value of the share-based payment arrangement or is otherwise beneficial to the holder.

The dilutive effect of outstanding options is reflected as additional share dilution in the computation of earnings per share (Note 8).

Stated capital

Stated capital comprises of ordinary issued shares and share premium. Stated capital is recognised at the fair value of the consideration received by the group. Expenses relating to the issuance of shares are charged to profit and loss as incurred.

Significant accounting judgements, estimates and assumptions

The preparation of the group’s consolidated financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.

Judgements

In the process of applying the group’s accounting policies, management has made the following judgements, which have the most significant effect on the amounts recognised in the consolidated financial statements.

Classification of leasesThe determination of whether an arrangement is a lease is based on the substance of the arrangement at the inception date. The group has entered into lease agreements over commercial property in Botswana, Mauritius, South Africa and Zimbabwe. Based on a review of the specific lease agreements, management have determined that all of the lease arrangements are operating leases. Specific details relating to the group as Lessor are detailed in Note 26.

Consolidation of subsidiariesThe group considers that it controls Imara Capital Zimbabwe (Private) Limited (ICZ) even though it owns less than 50% of the voting rights. This is because the group is the single largest shareholder with a 46.35% equity stake and there is a Voting Agreement between Imara Holdings Limited and certain of the ICZ shareholders, which in effect gives Imara Holdings Limited control of key board decisions.

Impairment of available-for-sale financial assetsThe group recognises impairment charges on available-for-sale-financial assets when there has been a significant or prolonged decline in fair value below their cost. The determination of what is significant or prolonged requires judgement. In making these judgements, the group evaluates, among other factors, prevailing macro-economic conditions, key market indices on regional stock exchanges, historical share price movements and the anticipated duration of current economic trends. Specific details relating to the major indices used are detailed in Note 15.



63PAGE |



Significant accounting judgements, estimates and assumptions (continued)

Estimates and assumptions

The key assumptions made concerning the future and other key sources of estimation uncertainty at the reporting date that have the potential to cause a significant risk causing a material adjustment to the carrying amounts of assets and liabilities, within the next financial year, are described below. The group bases its assumptions and estimates on parameters available at the time the financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or to circumstances arising which are beyond the control of the group. Such changes are reflected in the assumptions when they occur.

Share based Payments

The group measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. Estimating fair value for share-base payments transactions requires determination of the most appropriate valuation model, which is dependent on the terms and conditions of the grant. This estimate also requires determination of the most appropriate inputs to the valuation model including forfeiture rates, volatility and dividend yield and making assumptions about them. The assumptions and methodology used for estimating fair value for share-based payments transactions are more fully disclosed in Note 27.

Impairment of non-financial assets

Impairment exists when the carrying value of an asset or cash generating unit (CGU) exceeds its recoverable amount, which is the higher of its fair value less costs of disposal and its value in use. In determining the fair value less costs of disposal, recent market transactions, conducted at on an arm’s length basis, are taken into account. If no such transactions can be identified then other factors such as observable market prices less incremental costs for disposal of the asset, past performance, management expectations and recent market developments are taken into account. The value in use calculation is based on a discounted cash flow (DCF) of the projected cash flows contained in financial budgets which have been approved by management. A pre-tax group specified risk adjusted rate, which varies on a country by country basis, is applied. The projected cash flows beyond five years are extrapolated using a country specific steady average growth rate which does not exceed the long term growth rate for the market in which the business operates. The key assumptions used to determine the recoverable amount for the different CGU’s are disclosed in Note 11.

Intangible assets

Intangible assets are carried at cost less accumulated amortisation and accumulated impairment charges, if any. The useful lives of intangible assets are classified as either finite or indefinite and this determines the basis of amortisation. The intangible assets owned by the group have all been classified by management as having finite lives with periods ranging from 3 to 5 years. The determination of the life period of the intangible asset are based on estimations and assumptions and are made by reference to the type of asset, its purpose, usage and prevailing market conditions. Details of the finite lives of intangible assets are disclosed in Note 12.

Useful life of equipment

Equipment is carried at cost less accumulated depreciation and accumulated impairment charges, if any. Depreciation of equipment is computed on a straight line basis over the estimated useful life, to reduce the assets value to its estimated residual value. Residual values and the estimated useful lives are reviewed annually. This requires estimations to be made. Residual values and the useful lives of equipment are determined by management by reference to the condition of the equipment, its usage, service records, where applicable, changes in technology and the current replacement costs for similar items of equipment. Depreciation rates are set out in the accounting policy relating to “Equipment” above.

Pensions and other post-employment benefits

In terms of the Mauritius Employment Rights Act, Mauritian employees are entitled to a gratuity on retirement equivalent to half a month’s salary at the date of retirement, multiplied by the number of years in service. Certain assumptions have been made in order to compute the liability for the service gratuity. These include the discount rate to be applied in order to determine the present value of the future liability and the average annual salary increment that will be awarded to employees who remain in service until the retirement age. In both instances, management have set these rates based on market conditions and inflation rates prevailing in Mauritius and on likely staff salary levels based on long term budgets and strategic plans. Details of the discount rate and assumed salary increments are detailed in Note 23.


64 | PAGE



Significant accounting judgements, estimates and assumptions (continued)Estimates and assumptions (continued)

Taxes

Uncertainties exist with respect to the interpretation of complex tax regulations, changes in tax laws and the amount and timing of future taxable income. Given the wide range of international operations, different tax jurisdictions under which the group operates, business relationships and the long term nature and complexity of existing contractual arrangements, differences arising between the actual results and the assumptions made, or future changes to such assumptions, could necessitate future adjustments to tax income and expenses already recorded. The group establishes provisions, based on reasonable estimates, for possible consequence of audits conducted by the tax authorities of the respective countries in which it operates and on pronouncements made by tax authorities from time to time. The amount of such provision is based on various factors, such as experience of previous tax audits, specific tax rulings and differing interpretations of tax regulations by the taxable entity and the responsible tax authority. Such differences in interpretation may arise for a wide variety of issues depending on the conditions prevailing in the respective domicile of the group companies, at the time.

Deferred tax assets are recognized for unused tax losses to the extent that it is possible that taxable profit will be available against which the losses can be utilized. Significant management judgement is required to determine the amount of deferred tax assets that can be recognized, based upon the likely timing and the level of future taxable profits together with future tax planning strategies.

The group has tax losses carried forward of P51 308 462. These losses relate primarily to subsidiaries that have a history of losses and may not be used to offset taxable income elsewhere in the group. In such instances the group has determined that it cannot recognize deferred tax assets on the losses carried forward. However, where tax losses carried forward can be used to offset future taxable income this is done and a deferred tax asset is recognised.

Further details of taxes are disclosed in Note 7.

Unlisted securities

The fair value of unlisted securities is determined by reference to the bid price for these classes of product, where available or on directors valuations. Where directors’ valuations are used, these require judgement and for key assumptions to be made. Changes in assumptions could affect the reported fair value of unlisted securities. Assumptions used to determine fair value are re-assessed annually.



65PAGE |


2.

3.

REVENUE

Asset management fees:

Management feesPerformance feesLinked investment fees

Brokerage Contract for difference(CFD) incomeCommissionsCorporate finance feesDividends received:

From listed investments - Non - groupFrom un-listed investments:

GroupNon -group

Fee income Futures trading Interest income:

GroupNon - group

Management fee income - Group Securities trading (fair value losses or gains)Trust business:

Annual domicilium feesManagement & administration feesOther trust fees

OTHER OPERATING INCOME

Bad debt recoveriesExchange gainsDebt forgiveness – group loans payableDebt forgiveness – otherTransfer to profit & loss on disposal of available-for-sale financial assetsFee recoveriesFiduciary feesOperating lease incomeProfit on disposal of equipmentProfit / (loss) on disposal of investmentsSub delegation management feesCost awards- arbitration processSundry income

-

---

----

2 002 492

-

2 002 492-

267 634-

4 303 286

4 269 51633 770

3 736 668

--

---

10 310 080

-1 187 232

31 935 226-

(5 591)--

226 52646 232

1 306---

33 390 871

63 743 214

54 788 3166 676 3342 278 564

58 351 985603 469

12 008 88212 497 527

406 373

371 977

-34 396

8 256 65416 941 2946 241 590

-6 241 590

-

278 65018 209 600

7 768 0548 332 9662 108 580

197 539 238

1 124 4084 520 061

-44 110

283 9816 987 935

78 270372 91344 834

--

6 724 2572 107 363

22 288 132

16

16

16

49 498 850

41 647 2255 924 090

1 927 535

37 222 538-

10 752 5487 529 763889 509

889 509

--

11 191 94316 107 5513 541 228

-3 541 228

-

416 1298 769 386

1 923 2985 326 8161 519 272

145 919 445

-1 200 901

--

2 501 0584 911 872

-153 23370 978

1 340 2941 258 824

326 2556 427 781

18 191 196

-

---

----

4 419 255

-

4 172 677246 578

301 197-

3 645 240

3 630 13615 104

4 521 992

--

---

12 887 684

-1 650 139

--

-83 365

--

27 186---

15 882

1 776 572

Notes

Group2014Pula

Group2013Pula

Company2014Pula

Company 2013Pula

Year ended 30 April


66 | PAGE


4.

5.

6.

1.

2.

OPERATING EXPENSES

COST OF SERVICES SOLD

Auditor’s remuneration

Current yearPrior year under provisionOther services

Amortisation (Note 12)Depreciation (Note 10)Directors remuneration Directors’ remuneration - executive – see noteDirectors’ remuneration - non-executive

Employment costsImpairment chargesInformation technology expensesInsurance and licencesMarketing expensesOffice rent and utility costsOperating lease expense Professional feesLoss on disposal of equipmentProfit/loss on disposal of investmentsLoss on disposal of subsidiaryShare based payment expense (Note 27)Stock exchange feesTravel

4 105 824

3 307 906781 18216 736

63 7692 244 88041 179 039

37 057 5974 121 442

53 792 5322 525 9573 889 6172 212 199

1 682 3068 172 487

24 7464 874 445

6 614594 668

-1 024 2213 871 7243 352 149

133 269 427

2 941 090

2 840 578100 512

-

88 7862 073 30034 029 373

31 638 7072 390 666

44 348 9822 538 527

3 390 0431 895 5551 535 0857 102 385

172 0135 409 707

75 387--

854 1564 514 7943 331 407

113 900 590

656 655

651 1405 515

-

-190 894

7 923 144

6 286 5741 636 570

2 237 551-

229 683856 953

1 682 306356 675

-486 114

-(462)

12 517 009192 55685 806

780 016

28 195 371

632 223

632 223--

-191 513

7 489 131

6 042 1441 446 987

1 728 262-

228 472793 346

1 535 085182 981213 918

826 601---

184 92883 500

957 750

15 047 710

Group2014Pula

Group2014Pula

Group2013Pula

Group2013Pula

Company 2014 Pula

Company2014Pula

Company 2013Pula

Company 2013Pula

Year ended 30 April

Included in operating expenses are:

Directors’ remuneration:

The directors’ remuneration disclosed in the note above excludes performance bonuses in respect of the 2013 financial year which were paid in 2014. Such amounts have been charged against prior year provisions for performance bonuses and consequently are excluded from the profit and loss charge for the current year.

Directors’ remuneration includes remuneration paid to directors of subsidiary companies as well as the parent company.

Interest rates applicable to bank overdrafts are disclosed in Note 22.

Commission payableDirectly attributable: Employment costs

FINANCE COSTS:

Interest expense – group (Note 16)Interest expense - banks (See note below)

Related parties (Note 16)

18 951 3092 983 823

21 935 132

-1 147 017

-

1 147 017

16 302 3343 186 273

19 488 607

-395 747

1 021

396 768

--

-

3 015 697-

4 562

3 020 259

--

-

4 322 263-

1 022

4 323 285



67PAGE |


7. INCOME TAX - GROUP

Current income tax chargeAdjustment in respect of (over) / under provision of income tax in previous yearCorporate social responsibilityWithholding tax

Deferred income tax:Relating to origination and reversal of temporary differencesUtilisation of prior year deferred tax asset not recognisedAdjustments in respect of deferred tax in previous years

Income tax reported in the Income Statement

Tax rate reconciliation (Pula):

A reconciliation between the tax expense and the product of accounting profit multiplied by Botswana’s International Financial Services Centre (“IFSC”) tax rate for the year is as follows:Accounting profit before tax at Botswana IFSC income tax rate of 15%

Adjusted for:Effect of higher domestic rate in BotswanaEffect of higher rate in South AfricaEffect of higher rate in United KingdomEffect of higher rate in ZimbabweEffect of lower rate in British Virgin IslandsNon - deductible expenses / non - taxable incomeCorporate social responsibilityWithholding taxCapital gains taxAdjustment in respect of (over) / under provision of income tax in previous yearAdjustment in respect of deferred tax in the previous yearUtilisation of prior year deferred tax assets not recognised

Deferred tax asset credit not recognised due to uncertainty of future taxable income *

At effective tax rate (See reconciliation below)

6 731 628(258)

74 5301 550 069

8 355 969

(311 445)121 282

828 234

638 071

8 994 040

3 292 756

301 365922 112

5 713828 492

(1 663 155)259 405

74 530529 340126 954

(258)(46 106)

(2 115 199)

2 515 9496 478 091

8 994 040

4 192 72032 832

(49 989)286 722

4 462 285

698 766-

(183 656)

515 110

4 977 395

521 588

(748 915)335 892

5 365692 118

2 216 5381 180 051(49 989)286 722(60 145)

32 832(183 656)

(1 705 789)

2 522 6122 454 783

4 977 395

Group2014Pula

Group2013Pula

Year ended 30 April

Current income tax:

* The unrecognised deferred tax assets relate to tax losses arising from the corporate finance subsidiary in South Africa, Imara Capital South Africa Proprietary Limited and a broking subsidiary in Botswana.


68 | PAGE

15144

(8)121-

(10)

11

29

40

Pula

(149 879)(3 609 448)

-

(3 759 327)

2 433 021-

1 929 380

4 362 401

603 074

(2 375 905)

(1 772 831)

526 460(2 299 291)

(1 772 831)


7. INCOME TAX - GROUP (continued)

Reconciliation of income tax rate:Standard Botswana International Financial Services Centre (IFSC) tax rateAdjusted for: Effect of higher domestic rate in Botswana Effect of higher rate in South Africa Effect of higher rate in Zimbabwe Effect of lower rate in British Virgin Islands Non - deductible expenses / non - taxable income Withholding tax Capital gains tax, taxed at lower rate Adjustment in respect of deferred tax in the previous year Utilisation of prior year deferred tax assets not recognised

Deferred tax asset not recognised due to uncertainty of future taxable income

Effective tax rate

Deferred income tax asset:Deferred income tax liabilities:Accelerated depreciation for tax purposesCapital gains taxCredit losses

Deferred income tax assets:Assessable lossUnrealised trading profitsProvisions

Net deferred tax (liability) / asset

Deferred tax not recognised due to uncertainty of future taxable income

Net deferred tax asset

Analysed as follows per Statement of Financial Position:Deferred tax assetsDeferred tax liabilities

Net deferred tax asset - per above

15(4)102

(22)113811-

32

12

44

Pula

(103 871)(3 352 143)(389 600)

(3 845 614)

1 279 17865

1 178 431

2 457 674

(1 387 940)

-

(1 387 940)

1 033 646(2 421 586)

(1 387 940)

Group2014

%

Group2013

%

Year ended 30 April

Current income tax:



69PAGE |


7. INCOME TAX - GROUP (continued)

Balance brought forward(Increase) / decrease in current year

Balance carried forward 30 June 2015 30 June 2016 30 June 2016 30 June 2018 30 June 2019 Indefinitely

Assessed losses for which no deferred tax is recognised

Current income tax:Current income tax chargeWithholding tax

Deferred income tax:Relating to origination and reversal of temporary differencesAdjustments in respect of deferred tax in previous years

Income tax reported in the Income Statement

Reconciliation of tax rate:A reconciliation between the tax expense and the product of accounting profit multiplied by Botswana’s IFSC tax rate for the year is as follows:Accounting profit before tax at Botswana IFSC income tax rate of 15%Adjusted for: Non - deductible expenses / non - deductible income Withholding tax Adjustment in respect of deferred tax in the previous year Utilisation of prior year deferred tax asset not recognised


At effective tax rate

-32 635

32 635

-874 652

907 287

%

15

(4)1

16-

27

14

41

-21 420

21 420

1 349 153-

1 370 573

%

15

1---

32

14

46

55 000 668(3 692 206)

51 308 462

--

596 7629 621 458

10 010 80131 079 441

51 308 462

(35 223 350)

69 103 948(14 103 280)

55 000 668

1 837 4883 522 0626 461 284

6 977 6605 869 844

30 332 329

55 000 668

(48 926 301)

Group2014 Pula

Group2013Pula

Year ended 30 April

INCOME TAX - COMPANY

Company2014Pula

Company2013Pula

Year ended 30 April


70 | PAGE


7. INCOME TAX - COMPANY (continued)

Deferred income tax:Deferred income tax liability:Accelerated depreciation for tax purposesDeferred lease asset

Deferred income tax asset:Assessed lossesProvisions

Net deferred income tax asset


Analysed as follows per Statement of Financial Position:Deferred tax assetDeferred tax liabilities

Net deferred tax asset per above

Assessed losses:Balance brought forwardIncrease / (decrease) in current year

Balance carried forward

Expiring as follows: 30 June 2015 30 June 2016 30 June 2017 30 June 2018 30 June 2019

(13 466)(1 195)

(14 661)

2 390 566-

2 390 566

2 375 905

(2 375 905)

-

--

-

6 074 31110 010 801

16 085 112

--

596 7625 477 549

10 010 801

16 085 112

(33 221)(3 273)

(36 494)

911 147-

911 147

874 652

-

874 652

874 652-

874 652

26 341 268(20 266 957)

6 074 311

--

596 7625 477 549

-

6 074 311

Company 2014Pula

Company 2013Pula

Year ended 30 April



71PAGE |


8.

9.

EARNINGS PER SHARE

Dilution of earnings:

Profit / (loss) attributable to equity holders of the parent

Weighted average number of ordinary shares -basic earnings per shareEffect of dilution:Share option scheme

Weighted average number of ordinary shares for effect of dilution

Earnings per share – basic thebeEarnings per share – diluted thebe

10 005 339

59 140 301

3 332 670

62 472 971

16,9216,01

(4 304 682)

58 655 186

3 593 167

62 248 353

(7,34)(7,34)

Basic earnings per share are calculated by dividing net profit for the year attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding for the year.

Diluted earnings per share are calculated by dividing net profit attributable to ordinary equity holders of the parent, by the weighted average number of ordinary shares outstanding for the year, plus the weighted average number of ordinary shares that would be issued on the conversion of all dilutive potential shares into ordinary shares.

The following table reflects the profit and share data used in the basic and diluted earnings per share computations :

SEGMENTAL REPORTING

For management purposes, the group is organised into business units based on their products and services. The group has four reportable operating segments as follows:

- Asset management- Corporate finance - Stockbroking- Trust administration & custodial services

Management monitors and manages the operating results of the business units separately for the purposes of decision making, resource allocation and performance assessment. Segment performance is evaluated based on operating profit and loss and is measured consistently with operating profit and loss in the consolidated financial statements. However, group financing, treasury functions and income taxes are managed on a group basis.

Transfer pricing between operating segments are on an arm’s length basis in a manner similar to transactions with independent third parties.

The group’s geographical segmental reporting is based on the location of the Group’s assets and its spread of customers on a geographical basis.

Capital expenditure consists of additions to plant and equipment.

Group2014Pula

Group2014

Number

Group2013Pula

Group2013

Number

Year ended 30 April

Year ended 30 April


72 | PAGE


9. SEGMENTAL REPORTING (continued)

OPERATING SEGMENTS

External customersInter segment revenue

Total segmental revenue

Other material items:Interest revenue- non groupInterest expenseDepreciation expenseAmortisation expenseCapital expenditure Profit and loss:Segment profit / (loss) before taxationShare of income from associatesImpairment losses

Consolidated profit / (loss) before taxationTaxation expense/(credit)

Profit/(loss) after taxation Assets:Segment assetsGoodwill & other tangiblesInvestments in associates

Total assets Liabilities:

Total liabilities Net segmental assets

RevenueTotal assetsNon-current assets *

GEOGRAPHIC SEGMENTS

61 734 5202 972 900

64 707 420

961 000-

241 943-

235 955

19 596 829(101 132)(73 109)

19 422 588(2 616 982)

16 805 606

30 967 040117 420

106 276

31 190 736

11 170 807

20 019 929

12 589 26513 638

12 602 903

78 101-

459 721-

85 307

4 511 518--

4 511 518(1 098 478)

3 413 039

17 037 419--

17 037 419

495 841

16 541 578

104 808 783-

104 808 783

5 039 8091 147 017

1 060 175-

720 414

15 493 6881 107 244(159 491)

16 441 442(2 953 274)

13 488 168

239 491 144422 816

1 613 239

241 527 199

164 120 878

77 406 321

18 209 598-

18 209 598

--

161 74163 76986 527

6 154 010--

6 154 010(1 035 291)

5 118 719

11 802 72312 476 116

-

24 278 840

7 200 772

17 078 068

197 071-

197 071

162 681-

321 279-

297 962

(21 454 090)--

(21 454 090)(1 290 015)

(22 744 105)

29 437 694-

750 560

30 188 254

8 296 240

21 892 014

-(2 986 538)

(2 986 538)

-----

---

--

-

---

-

-

-

197 539 238-

197 539 238

6 241 5901 147 017

2 244 85863 769

1 426 166

24 301 9541 006 112

(232 600)

25 075 467( 8 994 040)

16 081 427

328 736 02013 016 3532 470 075

344 222 448

191 284 538

152 937 910

The following tables present revenue, profit or loss, total assets and total liabilities information in respect of the group’s business units and geographical segments for the years ended 30 April 2014 and 2013.

Adjustments and eliminations:Adjustments and eliminations relate to intra group transactions which are eliminated on consolidation.

Finance costs and fair value gains and losses on financial assets and liabilities are allocated directly to individual business units.

Where the underlying financial instruments are managed at group level these are included as part of head office costs. Head Office costs are included in the table below as part of “Other”.

Current taxes and deferred taxes are also allocated directly to individual business units.

Asset Management

PulaStockbroking

Pula

Adjustments &

eliminationsPula

CorporateFinance

Pula

TrustAdministration

PulaOther

Pula

Groupconsolidated

Pula

30 April 2014

* Non-current assets exclude deferred tax and financial instruments.

Botswana Pula

South Africa Pula

Other Pula


PulaMauritius

PulaZimbabwe

Pula

Groupconsolidated

Pula

15 613 48948 707 953

1 540 932

29 926 62414 628 733

26 479

82 898 023230 070 617

1 738 788

18 417 59225 420 002

12 801 173

50 683 50922 376 653

2 164 193

-3 018 4802 470 075

197 539 238344 222 43820 741 640

30 April 2014

Revenue:



73PAGE |


9. SEGMENTAL REPORTING (continued)

GEOGRAPHIC SEGMENTS

OPERATING SEGMENTS

Revenue:External customersInter segment revenue

Total segmental revenue

Other material items:Interest revenue- non groupInterest expenseDepreciation expenseAmortisation expenseCapital expenditure

Profit and loss:Segment profit / (loss) before taxationShare of income from associatesImpairment losses

Consolidated profit / (loss) before taxationTaxation expense/(credit)

Profit/(loss) after taxation

Assets:Segment assetsGoodwill & other tangiblesInvestments in associates

Total assets

Liabilities:

Total liabilities

Net segmental assets

RevenueTotal assetsNon-current assets *

50 409 3732 701 517

53 110 890

557 802-

454 02148 869

436 887

18 678 479--

18 678 479(1 569 087)

17 109 392

36 744 182124 924

-

36 869 106

12 094 176

12 094 176

24 774 930

7 784 26444 918 4341 836 458

7 560 440981 452

8 541 892

36 652-

196 336-

73 405

(5 918 176)--

(5 918 176)51 070

(5 867 106)

7 582 705--

7 582 705

1 965 960

1 965 960

5 616 745

28 119 65721 865 780

42 746

78 993 570-

78 993 570

2 579 829395 103

1 029 126-

728 752

9 954 727428 398

(1 217 474)

9 165 651(1 606 228)

7 559 423

159 917 942422 816

877 669

161 218 427

87 747 343

87 747 343

73 471 084

68 458 904140 869 032

1 743 811

186 67610 016 946

10 203 622

366 9451 665

294 658-

912 318

(22 458 099)666 211

(77 179)

(21 869 067)(1 522 692)

(23 391 759)

24 112 318--

24 112 318

6 604 970

6 604 970

17 507 348

8 769 386-

8 769 386

--

99 15939 917

127 882

3 420 367--

3 420 367(330 458)

3 089 909

10 422 67212 266 118

-

22 688 790

6 299 304

6 299 304

16 389 486

-(13 699 915)

(13 699 915)

-----

---

--

-

---

-

-

-

-

-2 015 255

11 066

145 919 445-

145 919 445

3 541 228396 768

2 073 30088 786

2 279 244

3 677 2981 094 609

(1 294 653)

3 477 254(4 977 395)

(1 500 141)

238 779 81912 813 858

877 669

252 471 346

114 711 753

114 711 753

137 759 593

145 919 445252 471 34620 024 372

* Non-current assets exclude deferred tax and financial instruments.

Asset Management

Pula

BotswanaPula

StockbrokingPula

South AfricaPula

Adjustments & eliminations

Pula

OtherPula

CorporateFinance

Pula


Pula

OtherPula

8 874 83823 695 847

13 726 421

ZimbabwePula

TrustAdministration

Pula

32 681 78219 106 9982 663 870

MauritiusPula

Groupconsolidated

Pula

Groupconsolidated

Pula

30 April 2013

30 April 2013


74 | PAGE


10. EQUIPMENT - GROUP

Cost:Balance – 1 May 2012AdditionsAdditions – Acquisition of equipment in subsidiary (at cost)DisposalsExchange rate adjustments

Balance – 30 April 2013AdditionsDisposalsExchange rate adjustments

Balance – 30 April 2014

Depreciation:Balance – 1 May 2012Charge for the yearAdditions – Acquisition of equipment in subsidiary (accumulated depreciation)Prior year adjustmentDisposalsExchange rate adjustments

Balance – 30 April 2013Charge for the yearDisposalsExchange rate adjustments


Carrying value:

30 April 2013

30 April 2014

4 035 902146 000

--

(2 73 101)

4 227 412199 812

(319 542)238 771

4 346 453

(1 396 172)(783 978)

--

154 414(85 088)

(2 110 824)(763 848)

251 667(106 016)

(2 729 021)

2 116 588

1 617 432

11 029 8012 133 244

1 025 606(72 418)

(502 665)

13 482 3031 226 354

(755 726)(216 420)

13 736 511

(8 265 007)(1 260 405)

(716 686)72 418

263 853152 218

(9 753 609)(1 452 115)670 424212 459

(10 322 832)

3 728 685

3 413 679

289 173-

---

289 173---

289 173

(7 229)(28 917)

----

(36 146)(28 917)

--

(65 063)

253 027

224 110

15 354 8762 279 244

1 025 606(72 418)

(775 766)

17 998 8881 426 166

(1 075 268)22 351

18 372 137

(9 668 408)(2 073 300)

(716 686)72 418

418 26767 130

(11 900 579)(2 244 880)

922 091106 452

(13 116 916)

6 098 309

5 255 221

Motor vehicles

Pula

Electroniclibrary

Pula

Office equipment

PulaTotalPula

Year ended 30 April



75PAGE |


10. EQUIPMENT - COMPANY

Cost: Balance – 1 May 2012 Additions Disposals


Additions Disposals


Depreciation: Balance – 1 May 2012 Depreciation charge for the year Disposals


Depreciation charge for the year Disposals Balance – 30 April 2014

Carrying value:

30 April 2013

30 April 2014

653 500146 000

(88 500)

711 000

26 891-

737 891

(358 040)(109 204)

42 900

(424 344)

(77 577)-

(501 921)

286 656

235 970

553 269551 484

(103 249)

1 001 504

31 735(50 620)

982 619

(380 021)(82 309)

40 835

(421 495)

(113 317)50 620

(484 192)

580 005

498 427

1 206 769697 484(191 749)

1 712 504

58 626(50 620)

1 720 510

(738 061)(191 513)83 735

(845 839)

(190 894)50 620

(986 113)

866 665

734 397

Office equipment

Pula

Motor vehicles

PulaTotalPula

Year ended 30 April

11. GOODWILL

Balance at the beginning of the yearArising on the acquisition of subsidiary (Note 13)Exchange rate adjustments (See note below)

Balance at the end of the year

Comprising:Imara SP Reid Proprietary LimitedImara Capital Securities Proprietary LimitedImara Asset Management (Mauritius) LimitedImara Trust Company (Mauritius) Limited – (formerly Beresford International Limited)

553 46012 266 118

(5 720)

12 813 858

98 994422 81625 930

12 266 118

12 813 858

12 813 858-

(7 504)

12 806 354

91 490422 81625 930

12 266 118

12 806 354

---

-

---

-

-

---

-

---

-

-

Year ended 30 April

Group2014Pula

Group2013Pula

Company2014Pula

Company2013Pula

Exchange rate adjustment: Certain components of Goodwill are recorded in base currencies other than the Pula. Such amounts are converted to Pula at each reporting date and any exchange rate differences which arise are included in “exchange rate adjustments”.


76 | PAGE


GOODWILL (continued)Imara SP Reid Proprietary Limited, (“ISPR”), is a South African stock-broking subsidiary;

Imara Capital Securities Proprietary Limited, (“Capital Securities”) is a Botswana stock-broking subsidiary. The company was previously known as Capital Securities Proprietary Limited. It changed its name on 30 April 2012;

Imara Asset Management (Mauritius) Limited is a Mauritian asset management company. The company was previously known as Kappa Forte Asset Management Limited. It changed its name on 21 October 2011;

Imara Trust Company (Mauritius) Limited , (ITCM), is a Mauritian investment holding company. It was previously a subsidiary company of Imara Beresford International Limited (IBIL). During the year the operations of IBIL were merged with ITCM under a scheme of amalgamation, as more fully described in Note 13.

Goodwill is tested for impairment annually or more frequently if circumstances indicate that goodwill is impaired. Goodwill is subsequently stated at cost less accumulated impairments in value as follows:

Imara SP Reid (South Africa):The recoverable amount of ISPR has been determined using the value in use calculation based on the cash flow projections in financial budgets approved by senior management. A pre-tax group specific risk adjusted discount rate of 10.30% (2013: 8.89%) was used. The projected cash flows beyond the 5 years were extrapolated using a steady average growth rate of 3.30% (2013: 3.20%), not exceeding the long term average growth rate for the market in which the business operates. The cash flows were determined based on past performance, management expectations and recent market developments.

Imara Capital Securities (Botswana):The recoverable amount of Imara Capital Securities has been determined using the value in use calculation based on the cash flow projections in financial budgets approved by senior management. A pre-tax group specific risk adjusted discount rate of 5.39% (2013: 6.34%) was used. The projected cash flows beyond the 5 years were extrapolated using a steady average growth rate of 3.10% (2013: 3.00%) not exceeding the long term average growth rate for the market in which the business operates. The cash flows were determined based on past performance, management expectations and recent market developments.

Imara Asset Management and Imara Trust Company (Mauritius) Limited:The recoverable amount of Imara Asset Management (Mauritius) Limited and Imara Trust Company (Mauritius) Limited have been determined using the value in use calculation based on the cash flow projections in financial budgets approved by senior management. A pre-tax risk adjusted discount rate of 5.39% was used (2013: 6.08%). The discount rate is specific to the cash generating unit. The projected cash flows beyond the 5 years were extrapolated using a steady average growth rate of 3.10% (2013: 3.00%), which does not exceed the long term average growth rate for the market in which the business operates. The cash flows were determined based on past performance, management expectations and recent market developments.

In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs to sell, recent market transactions are taken into account. If no such transactions can be identified, then an appropriate valuation model is used.

11.

12. INTANGIBLE ASSETS

Cost:At beginning of yearAdditionsExchange rate adjustment

At end of year

Amortisation:At beginning of yearAmortisation charge for the yearExchange rate adjustment

At end of year

Carrying amount

291 15519 976

23 908

335 039

(56 622)(63 769)

(4 650)

(125 041)

209 998

240 188-

18 207

258 395

(240 188)-

(18 207)

(258 395)

-

531 34319 976

42 115

593 434

(296 810)(63 769)(22 857)

(383436)

209 998

Year ended 30 April 2014

Administration Software System

Pula

Client data basePula

TotalPulaGROUP:



77PAGE |


12. INTANGIBLE ASSETS (continued)

Cost:At beginning of yearAdditionsExchange rate adjustment

At end of year

Amortisation:At beginning of yearAmortisation charge for the yearAmortisation charge pre acquisitionExchange rate adjustment

At end of year

Carrying amount

Cost:

At beginning of year & end of year

Amortisation:At beginning and end of the year

At end of year

Carrying amount

Cost:At beginning of year & end of year

Amortisation:At beginning of yearAmortisation charge

At end of year

Carrying amount

714 000

(714 000)

-

-

714 000

(571 200)(142 800)

(714 000)

-

714 000

(714 000)

-

-

714 000

(571 200)(142 800)

(714 000)

-

-291 155

-

291 155

-(39 917)(16 705)

-

(56 622)

234 533

254 065-

(13 877)

240 188

(203 252)(48 870)

-11 934

(240 188)

-

254 065291 155

(13 877)

531 343

(203 252)(88 787)(16 705)

11 934

(296 810)

234 533




Administration Software System

Pula

Client data basePula

Management shares

Pula

Management shares

Pula

TotalPula

TotalPula

TotalPula

GROUP:

COMPANY:

COMPANY:

The Administration Software System relates to Imara Trust Company (Mauritius) Limited (formerly Imara Beresford InternationalLimited) and is a client and employee management system. The system is being amortised over a 3 year period. Imara Beresford International Limited became a subsidiary company on 31 October 2012.

Client data base – The client data base was recognised as an intangible asset following Imara Asset Management South Africa Proprietary Limited’s acquisition of an asset management client data base from Leitch & Associates in July 2007. The client data base is fully amortised with the amortisation having taken place over a five year period from the date on acquisition.


78 | PAGE


INVESTMENT IN SUBSIDIARIES

Notes relating to specific subsidiary companies:

Africa Private Equity Fund Managers Proprietary Limited:

13.

1.

The percentage holding, as reflected in the table above, equates to the number of shares held by the group in relation to the total number of shares in issue at each entity. With the exception of preference shares which have no voting rights, the percentage holding equates in all instances to the voting rights attached to the shares. Where the group’s shareholding exceeds 50% plus one share, the entity is deemed to be controlled by the group and is therefore considered to be a subsidiary of the group.

Share based payment reserve relates to the equity component of shares options granted to employees of the company and its subsidiaries under the Group’s Share Option Scheme. The cost stated above is the cumulative amount which has been re-allocated to underlying subsidiary companies. These amounts have no impact from a group perspective as they eliminate on consolidation.

Africa Private Equity Fund Managers Proprietary Ltd Africa Investments Limited CF Africa Limited Imara Asset Management Limited Imara Asset Management Mauritius Limited Imara Asset Management UK Limited Imara Trust Company (Mauritius) Limited (formerly known as Imara Beresford International Limited)Imara Capital Botswana Proprietary LimitedImara Capital Limited Imara Capital Kenya Limited Imara Capital South Africa Proprietary Limited.Imara Capital Zambia Limited Imara Trademarks Limited

Preference shares at cost:

Imara Asset Management UK Limited

Share based payment reserve:

Group companies (See note below and note 27).

Total investment in subsidiaries

At the beginning of the yearCapitalisation of group loan accountsImpairment of investment

At the end of the year

100%100%100%100%

51%100%

51%

100%100%100%94,7%100%100%

100%

123

4

5

67

BotswanaBritish Virgin IslandsBritish Virgin IslandsBritish Virgin IslandsMauritiusUnited KingdomMauritius

BotswanaBritish Virgin IslandsKenyaSouth AfricaZambiaBritish Virgin Islands

--

5 802 98122 754

622 08883 473

12 186 785

8 500 10015 319 841

8 44616 557 572

7 042590 100

59 701 181

205 339

6 055 699

65 962 219

1001 502 852

(1 502 952)

-

1007 877 8455 802 981

22 754622 088

83 47312 186 785

8 500 10015 319 841

8 44619 666 212

7 042590 100

70 687 767

205 339

5 224 034

76 117 140

100--

100

%Holding

Sub note

Country of incorporation

Company2014Pula

Company2014Pula

Company2013Pula

Company2013Pula

Ordinary shares at cost:



79PAGE |


INVESTMENT IN SUBSIDIARIES (continued)13.

Africa Private Equity Fund Managers Proprietary Limited (continued):

At 30 April 2013, the group owned 50% of the voting equity of Africa Private Equity Fund Managers Proprietary Limited (APEFM), a company established in Botswana solely for the purpose of managing a private equity fund initiative between IHL and ICEA Lion As-set Management (ICEA), a company registered in Kenya. The other 50% of the voting equity in APEFM as at 30 April 2013 was owned by ICEA. On 1 November 2013 the shares owned by ICEA were acquired by IHL for no consideration and APEFM became a wholly owned subsidiary from that date. This followed the decision to terminate the private equity fund management initiative. APEFM is currently dormant and the intention is to de-register the company before the end of April 2015. For this reason the carrying amount of the investment in subsidiary has been impaired in full.

Even though the group owned only 50% of the voting rights of APEFM at 30 April 2013, it considered that it had control of the entity because two of the three company directors were appointed by Imara, and the group therefore had control of the board and the operations of the company.

On 28 August 2013, Imara Holdings Limited, (IHL) subscribed for 100 new ordinary shares in the capital of APEFM, for a consideration of P1 502 852. The total subscription price for the new shares was settled through the conversion of a loan account due by APEFM to IHL. This particular entity was classified under other business segmental reporting.

1.

2.

Notes relating to specific subsidiary companies (continued):

At the beginning of the yearCapitalisation of group loan accountsImpairment of investment


7 877 84527 564

(7 905 409)

-

7 877 845--

7 877 845

Company2014Pula

Company2013Pula

Africa Investments Limited:

Up until 19 May 2010, AIL owned 100% of Imara Capital South Africa Proprietary Limited (ICAPSA). On 20 May 2010 it donated 2 480 ordinary shares in the issued capital of ICAPSA to Imara South Africa Trust, (ISAT), a broad based black economic empowerment Trust. Following the donation of these shares, Africa Investments Limited, (AIL), a British Virgin Islands registered company, owned 93,75% of ICAPSA. The donation of shares resulted in a non-distributable reserve (profit arising from the donation of the shares) of P3 108 640. On 20 February 2012, the shares held by AIL in ICAPSA were acquired, by IHL, as part of a group re-organisation exercise.

On 31 March 2014, IHL subscribed for 100 new ordinary shares in the capital of AIL for a consideration of P27 564. The total subscription price for the new shares was settled through the conversion of a loan account due by AIL to IHL. As part of a subsequent group re-organisation exercise, AIL was de-registered, and IHL’s investment in subsidiary was written off.

This particular entity was classified as “Other’ for operating segmental reporting.

CF Africa Limited:

Imara Holdings Limited’s (“IHL”) investment in Imara Capital Zimbabwe (Private) Limited (“ICZ”) is held through CF Africa Limited, a British Virgin Islands registered company. IHL acquired the remaining 30,73% non-controlling interest in CF Africa Limited on 1 December 2011. CF Africa Limited has as its sole asset, a 46,35% shareholding in ICZ.

The group considers that it controls ICZ even though it owns less than 50% of the voting rights. This is because the group is the single largest shareholder with a 46.35% equity stake and there is a Voting Agreement between IHL and certain of the ICZ shareholders, which in effect gives IHL control of key board decisions. Prior to 1 December 2011, ICZ was an associate company.

The reporting date of ICZ is 31 March. The assessment of impairment in value of the investment in subsidiary has therefore been based on the audited financial statements of the company for the 12 months to 31 March 2014 and on reviewed management accounts for the one month ended 30 April 2014. These are the latest available financial statements for the company.

Imara Trust Company (Mauritius) Limited – formerly Imara Beresford International Limited:

On 30 September 2009, Imara Holdings Limited acquired a 25%, plus one share, equity stake in Imara Beresford International Limited (IBIL), a Mauritian company, incorporated on 24 September 2009. The company’s primary business is investment holding, trust administration and custodial services. In terms of a Shareholders Agreement, IHL has been increasing its equity stake in IBIL annually. On 31 October 2012 IHL acquired a further 10.99% of the issued capital of IBIL, taking its equity holding to 51%. With effect from this date the company became a subsidiary company. Prior to this date, the company was an associate of Imara Holdings Limited.

3.

4.


80 | PAGE

Imara Capital South Africa Proprietary Limited (ICAPSA) is the holding company for the group’s South African registered entities. Imara Holdings Limited (IHL) owns 94,7% (2013: 93,75%) of the shareholders voting rights in ICAPSA. Imara South Africa Trust (ISAT), a broad based black empowerment trust owns 5,3% (2014: 6,25%) of ICAPSA. The Trustees of ISAT are JP O’Leary and TJ Matsua, who are directors of ICAPSA. Consequently, ISAT is deemed to be a controlled entity and is consolidated in the ICAPSA financial statements.

The subsidiary entities of ICAPSA and the effective percentage shareholding in each are as follows:

Imara Asset Management South Africa Proprietary Limited 100% Imara Corporate Finance South Africa Proprietary Limited 100% Imara SP Reid Proprietary Limited 100% Imara Mondise Capital Proprietary Limited* 50%

* Investment in joint venture: On 23 May 2013, Imara Corporate Finance South Africa Proprietary Limited acquired 1 ordinary share, representing 50% of the issued shares, in Imara Mondise Capital Proprieatary Limited, a start-up corporate finance company.

Imara Trust Company (Mauritius) Limited – formerly Imara Beresford International Limited (continued):

During the year, the operations of IBIL and its wholly owned subsidiary company Imara Trust Company (Mauritius) Limited (ITCM) were merged under a scheme of amalgamation for companies under common control. Following this amalgamation ITCM became the holding company for the group’s operations in Mauritius and IBIL was de-registered.

ITCM is the parent company for Beresford Pension Trust Limited and Micro Business Africa Limited, both of which are registered in Mauritius. The subsidiary companies are engaged in either pension and management services or are investment holding companies.

An independent statutory audit of ITCM and of all its subsidiary companies has been carried out for the year ended 30 April 2014 and un-qualified audit opinions issued. The assessment of impairment in value of the investment in subsidiary has been based on the audited financial statements of the company for the 12 months to 30 April 2014. Further details of impairment considerations over the goodwill arising from the acquisition and consolidation of this subsidiary are discussed in more detail in Note 11.

Imara Capital Botswana Proprietary Limited:

Imara Capital Botswana (Propriety) Limited is the holding company for the group’s Botswana registered entities, excluding Imara Holdings Limited. Its subsidiary companies and the percentage shareholding in each are as follows:

Imara Africa Securities Proprietary Limited 100% Imara Asset Management Proprietary Limited 100% Imara Botswana Limited 100% Imara Capital Limited 100% Imara Capital Securities Proprietary Limited 55.10% (2013: 50.10% shareholding)

During the year, as part of a group re-organisation, processes were initiated to de-register Imara Africa Securities Proprietary Limited, Imara Asset Management Proprietary Limited and Imara Capital Limited. All three companies are dormant. Tax de-registration for the three companies was granted on 24 February 2014 and company de-registration was completed on 21 May 2014. At the year- end reporting date, these three entities were still subsidiary companies. However as at the 30 April 2013 year- end reporting date, there was evidence of impairment and the carrying amount of the investments in these subsidiary companies were fully impaired.

On 23 October 2014, Imara Capital Botswana Proprietary Limited acquired a further 5% shareholding in Imara Capital Securities Proprietary Limited, increasing its shareholding to 55%.

Imara Capital South Africa Proprietary Limited:

4.

5.

6.

At the beginning of the yearElimination of non-distributable reserve arising from the donation of shares to Imara Capital South Africa Proprietary Limited by Africa Investment Limited in 2012


19 666 212

(3 108 640)

16 557 572

19 666 212

-

19 666 212

Company2014Pula

Company2013Pula





81PAGE |



14.

Balance at the beginning of the yearShare of profits / (losses) for the yearAcquisitions during the year Dividends receivedImpairment losses on investment - per Income Statement


Balance at the beginning of the yearShare of profits / (losses) for the yearAcquisitions during the year for cashDividends receivedImpairment losses on investment - per Income StatementTransfers from available-for-sale financial assets

Transfers out (See note 13)


Balance at the beginning of the yearAcquisitions during the year: Cash consideration


567 202523 225

(212 182)

(71 146)

807 099

329 204551 373

-

(313 375)-

-

567 202

310 467584 019

--

(88 345)

806 141

1 416 520(122 974)

-(78 980)

(904 099)-

-

310 467

--

750 000-

-

750 000

----

(77 179)77 179

-

-

-(101 132)280 516

-

(73 109)

106 276

7 811 988666 211

1 355 860(272 323)

--

(9 561 734)

-

--

560-

-

560

291 142-

291 142

-280 517

280 517

877 6691 006 112

1 031 076(212 182)

(232 600)

2 470 075

9 557 7121 094 6101 355 860(351 303)

(1 294 653)77 179

(9 561 734)

877 669

291 142280 517

571 659

Stock-brokers MalawiLimited

Pula(Sub-note 2)


Pula

Stock-brokers Malawi Limited

Pula

Stock-brokersZambiaLimited

Pula(Sub-note 1)

Stock-brokersZambiaLimited

Pula


LimitedPula

Oryx Finance Limited

Pula(Sub-note 5)

Imara CapitalZimbabwe

(Private)Limited

Pula

Imara ECR Asset

ManagmentLimited

Pula(Sub-note 3)

ImaraBeresford

InternationalLimited

Pula

Imara Mondise

Capital Limited

Pula(Sub-note 4)

Total Group

Pula

Total Group

Pula

Total Company

Pula




Imara Capital Zambia Limited:

Imara Capital Zambia Limited is an investment holding company and owns 25% of Stockbrokers Zambia Limited. Stockbrokers Zambia Limited is an associate of Imara Holdings Limited.

GROUP:

COMPANY:

INVESTMENT IN ASSOCIATES

GROUP:

7.


82 | PAGE


INVESTMENT IN ASSOCIATES (continued)14.

1. Stockbrokers Zambia Limited:

On 31 October 2009, the Group through its wholly owned subsidiary company, Imara Capital Zambia Limited, acquired a 25% inter-est in Stockbrokers Zambia Limited, a stock-broking company registered and operating in Zambia.The year-end of Stockbrokers Zambia Limited is 30 April. An independent statutory audit of Stockbrokers Zambia Limited has been carried out for the year ended 30 April 2014 and un-qualified audit opinion issued.

Impairment testing of the investment at 30 April 2014 has been based on audited financial statements for the company to 30 April 2014.

The following table give summarised information of the group’s investment in Stockbrokers Zambia Limited, based on audited financial statements to 30 April 2014 and April 2013.

Balance at the beginning of the yearAcquisitions during the year:Cash considerationTransfer of investment to parent company


Share of associate’s Statement of Financial Position – 25%:Current assetsNon-current assetsCurrent liabilitiesOther liabilities

Net assets

Share of associate’s revenue and profits /(losses) after tax - 25%:Revenue

Profit / (loss) after taxation

3 968 204450 331

3 612 394-

806 141

4 360 630

584 019

979 248225 600894 382

-

310 466

1 259 309

(122 974)

30 April 2014(Audited)

Pula

30 April 2013(Audited)

Pula


Impairment losses on investment in associates:Imara ECR Asset Management Limited (IECR) is a start-up business. The reporting currency is Zambian Kwacha. The impairment losses for the year are the result of a decline in the net asset value of the business due to trading losses, together with a weakening of the Zambian Kwacha against the reporting currency of the parent company, which is the Botswana Pula. For segmental reporting purposes IECR is included in the asset management segment.

Stockbrokers Zambia Limited (SZL) and Stockbrokers Malawi Limited (SML) both reported profits for the year. The reporting currency for SZL is Zambian Kwacha and for SML the Malawi Kwacha. Impairment losses in both cases relate primarily to a weakening of the func-tional currencies of the associate, against the reporting currency of the parent, which is the Botswana Pula. For segmental reporting purposes, both SZL and SML are included in the stockbroking segment.

Sub Notes:

291 142

--

291 142

7 924 212

4 262 574(12 186 786)

-

8 215 354

4 262 574(12 186 786)

291 142


Pula

Imara BeresfordInternational

LimitedPula

Total Company

Pula

COMPANY (continued):



83PAGE |

Share of associate’s Statement of Financial Position – 49%:Current assetsCurrent liabilitiesNet assetsShare of associate’s revenue and profit after tax- 49%:RevenueLoss after taxation

Share of associate’s Statement of Financial Position – 25%:Current assetsNon-current assetsCurrent liabilitiesOther liabilitiesNet assetsShare of associate’s revenue and profit after tax- 25%:RevenueProfit after taxation


INVESTMENT IN ASSOCIATES (continued)14.

2.

3.

Stockbrokers Malawi Limited:

The group owns 25% of Stockbrokers Malawi Limited, a company incorporated in Malawi and engaged in the business of stockbroking. The investment in Stockbrokers Malawi Limited was previously held by Imara Capital Limited, a company registered in the British Virgin Islands. As part of a group re-organisation, the investment was transferred from Imara Capital Limited to Imara Holdings Limited in April 2012.

The financial year end of Stockbrokers Malawi Limited is 31 December and an independent statutory audit for the year ended 31 December 2013 has been completed and an un-modified audit opinion issued.

Impairment testing of the investment at 30 April 2014 has been based on the audited financial statements to 31 December 2013 and reviewed management accounts for the four month period from 1 January 2014 to 30 April 2014. These are the latest available management accounts for the company.

Dividend remittances from Malawi are subject to Exchange Control approval.

The following tables give summarised information of the group’s investment in Stockbrokers Malawi Limited, based on audited financial statements to 31 December 2013, and reviewed management accounts to 30 April 2014:

Imara ECR Asset Management Limited :

Imara Holdings Limited owns 49% of Imara ECR Asset Management Limited, a company registered in Zambia on 8 January 2014 and engaged in asset management. The company is licenced by The Pensions and Insurance Authority (PIA) of Zambia and commenced operations in February 2014. The company’s financial year end is 30 April. An independent statutory audit was not conducted for the period ended 30 April 2014.

Impairment testing of the investment at 30 April 2014 has been based on management accounts for the period to 30 April 2014. These are the latest available management accounts for the company.

The following table gives summarised information of the company’s investment in Imara ECR Asset Management Limited, based on management accounts to 30 April 2014:

2 281 67596 759

1 460 671-

917 763

1 254 233523 225

112 9586 682

106 276

6 942( 101 132)

1 304 64450 862

788 304-

567 202

915 404551 373

30 April 2014Pula

30 April 2014Pula

30 April 2013Pula


84 | PAGE


INVESTMENT IN ASSOCIATES (continued):14.

5.

The table below gives summarised information on ICFSA’s investment in IMC, based on audited financial information to 30 April 2014:

Oryx Finance Limited:

The group owns 27% of Oryx Finance Limited, a company registered in Zambia and engaged in micro finance business. The investment is held through the wholly owned subsidiary company Imara Botswana Limited, a company registered in Botswana. The shareholding was acquired on 31st March 2014.

The year-end of Oryx Finance Limited is 31 December. A statutory audit for the year-ended 31 December 2013 has not been carried out.

Impairment testing of the investment at 30 April 2014 has been based on management accounts for the period to 30 April 2014. These are the latest available management accounts for the company.

The following table gives summarised information of the company’s investment in Imara ECR Asset Management Limited, based on management accounts to 30 April 2014:

Share of associate’s statement of financial position – 50% Exchange rate – Statement of Financial Position translationsNon-current assetsCash and cash equivalentsOther receivablesAccounts payable - related partiesAccounts payable – audit fees

Net shareholder’s deficit

Share of associate’s revenue and profit after tax- 50%:Exchange rate – Income Statement translationsRevenueloss after tax

Share of associate’s statement of financial position – 27%: Exchange rate – Statement of Financial Position translationsNon-current assetsCurrent assetsCurrent liabilities

Net assets

Share of associate’s revenue and profit after tax- 27%:Exchange rate – Statement of Financial Position translationsRevenueProfit after taxation

-27 123

143(582 283)(51 000)

(606 017)

180 225(606 018)

19 838960 882(36 480)

944 240

221 98851 646

1.22108-

22 212117

(476 859)(41 766)

(496 296)

1.19501150 815

(507 123)

1.51819

27 0521 310 288(49 746)

1 287 594

1.36363337 01978 408

2014Rand

2014Zambia Kwacha

2014Pula

2014Pula

4. Imara Mondise Capital Proprietary Limited:

On 23 May 2013, the South Africa subsidiary company Imara Corporate Finance South Africa Limited, (ICFSA), acquired 50% of the issued shares of Imara Mondise Capital Proprietary Limited, (IMC), a start-up corporate finance business. IMC is jointly controlled by ICFSA and Mondise Capital Proprietary Limited, a company which is wholly owned by Xola Sithole. IMC is a joint venture invest-ment with ICFSA and is an associate of Imara Holdings Limited.

IMC has a 30 April year end and its audit for the period to 30 April 2014 is complete. The auditor’s report includes an emphasis of matter paragraph in relation to IMC’s ability to continue as a going concern.



85PAGE |

JSE Limited SecuritiesDiversified listed equity portfolio- South AfricaDiversified listed equity portfolio- BotswanaOther listed securities

Total listed securities

Unlisted securities:Angola Stock Exchange securities Botswana Stock Exchange proprietary rightsImara / Investec Unit Trust Wrap FundOld Mutual Unit TrustsPCC Imara Sector portfolioLiberty Unit TrustsGlobal Alliance Equity PartnersImara Nigeria FundOryx Finance Limited – 9% preference shares

Total unlisted securities

Total available-for-sale financial assets


AVAILABLE-FOR-SALE FINANCIAL ASSETS

Listed securities:

15.

16.

Group2014Pula

Group2013Pula

Company2014Pula

Company2013Pula

Year ended 30 April

4 741 704-

86 67915 383

4 843 766

139 002110 628

6 75286 22714 918

87 202101 299

3 835 6481 383 365

5 765 041

10 608 807

4 077 9075 110 648

86 67918 891

9 294 125

139 002110 628

6 10488 78112 99092 852101 299

11 334 790-

11 886 446

21 180 571

---

15 383

15 383

139 002-----

101 299-

1 383 365

1 623 666

1 639 049

---

18 893

157 895

139 002---

-101 299

--

101 299

259 194

Listed securities

The fair value of listed securities is determined by reference to the quoted market bid prices at the close of business on the reporting date.

Unlisted securities

The unlisted securities comprise unit trusts, mutual funds and equity investments.

The fair value for unit trust investments is determined by reference to the bid price for this class of product at the close of business daily. The bid price is computed by reference to the underlying value of assets in the unit trust funds and is published daily. The last valuations were carried out on 30 April 2014.

The investment in Global Alliance Equity Partners and Oryx Finance Limited are valued based on directors’ valuations. These valuations and are based on the latest available management accounts, director expectations on future trading prospects, anticipated cash flows and are net asset value based rather than earnings based. The last valuation was carried out on 30 April 2014.

RELATED PARTY DISCLOSURES

Subsidiary companies – directly held:Imara Holdings Limited is the group parent company. It is registered in Botswana, is listed on the Venture Capital Board of the Botswana Stock Exchange and is licenced in the International Financial Services Centre (“IFSC”) – Botswana’s Offshore Centre. Imara Holdings Limited owns the following subsidiary companies:

100% ownership:

Africa Private Equity Fund Managers Proprietary LimitedCF Africa Limited Imara Asset Management Limited Imara Asset Management (UK) Limited Imara Capital Limited Imara Capital Botswana Proprietary Limited Imara Capital Kenya Limited Imara Capital Zambia Limited Imara Trademarks Limited

Note Country of registration

BotswanaBritish Virgin Islands. British Virgin Islands.United Kingdom.British Virgin Islands.Botswana.Kenya.Zambia.British Virgin Islands.

1

2

34


86 | PAGE


RELATED PARTY DISCLOSURES (continued) 16.

Subsidiary companies – indirectly held:

Note:

On 21 May 2014, Imara Africa Securities Proprietary Limited, Imara Asset Management Proprietary, Limited Imara Capital Limited were de-registered.

Notes relating to specific subsidiary companies:

Imara Holdings Limited also owns the following subsidiary companies:

1 Africa Private Equity Fund Managers Proprietary Limited. (Refer to Note 13)2 Imara Asset Management (UK) Limited is registered in the United Kingdom and is authorised and regulated by

Financial Conduct Authority (“FCA”)( formerly known as the Financial Services Authority (“FSA”).3 Imara Capital Kenya Limited is an investment holding company registered in Kenya. The company is currently

dormant.4 Imara Capital Zambia Limited is registered in Zambia and owns 25% of Stockbrokers Zambia Limited.5 Imara Asset Management Proprietary Limited (IAM) was previously 51% owned by Imara Capital Botswana

Proprietary Limited (ICAPB) and 49% by Worxnet Proprietary Limited. Worxnet Proprietary Limited surrendered it’s 49% shareholding to ICAPB in October 2012 following resolution of a long running dispute.

6. Imara Capital Securities Proprietary Limited is 55.1% owned by Imara Capital Botswana Proprietary Limited. The remaining 45.90% is owned by management and an ex-director of the company. The company is engaged in stockbroking.

7. Imara South Africa Trust is registered in South Africa and owns 5,3% of the shareholders’ voting rights in Imara Capital South Africa Proprietary Limited.

Parent and underlying subsidiaries

Less than 100% ownership:

CF Africa Limited: Imara Capital Zimbabwe (Private) LimitedImara Capital Botswana Proprietary Limited: Imara Africa Securities Proprietary Limited Imara Asset Management Proprietary Limited Imara Botswana Limited Imara Capital Limited Imara Capital Securities Proprietary LimitedImara Beresford International Limited: Imara Trust Company (Mauritius) Limited Beresford Pension Trust LimitedImara Capital Zimbabwe (Private) Limited: Imara Asset Management (Private) Limited Imara Corporate Finance Zimbabwe (Private) Limited Imara Edwards Securities (Private) LimitedImara Capital South Africa Proprietary Limited: Imara Asset Management South Africa Proprietary Limited Imara Corporate Finance South Africa Proprietary Limited Imara SP Reid Proprietary Limited Imara South Africa Trust

Imara Asset Management (Mauritius) LimitedImara Trust Company (Mauritius) LimitedImara Capital South Africa Proprietary Limited

Note

5

6

7

Country of registration

Country of registration Percentage ownership

Percentage ownership

Zimbabwe

BotswanaBotswanaBotswanaBotswanaBotswana

MauritiusMauritius

ZimbabweZimbabweZimbabwe

South AfricaSouth AfricaSouth AfricaSouth Africa

MauritiusMauritiusSouth Africa

50% plus 1 share51%94.70%

46.35%

100%100%100%100%55.10%

51%51%

46.35%46.35%46.35%

100.00%100.00%100.00%



87PAGE |

Related parties:

Imara SP Limited is registered in the British Virgin Islands and is a shareholder in the group. The company is controlled by a non-executive director.

Etana Trust is registered in Guernsey and is controlled by Imara Trust Company (Mauritius) Limited. Etana Trust is a shareholder in Imara Holdings Limited. An executive director of Imara Holdings Limited has an indirect interest in the Etana Trust.

Imara Managed Futures Fund Proprietary Limited is an investment holding Trust, registered in South Africa. Imara SP Reid Proprietory Limited provides support services to the Trust and charges an annual management fee, which is accounted for in Imara SP Reid Proprietory Limited.

Imara Securities Angola SVM Limitada is a company in the process of formation which will be registered in Angola. Registration formalities can only be concluded once a stock-broking licence for the new entity has been issued. The licence application is currently pending with the Angolan Authorities. In terms of a Shareholders Agreement, Imara Holdings Limited has the right to subscribe for 50% of the issued share capital of the company upon formation.

Related party transactions and balances :

During the year the group entered into transactions with the directors and other related parties. These transactions along with related balances at 30 April 2014 and for the period then ended are as follows:

Management fee income - Group:

Imara Holdings Limited charges an annual management fee to certain of its subsidiary companies in respect of services rendered to these companies by the Imara Holdings Limited executives.

Stockbrokers Malawi LimitedImara Modise Capital Proprietary LimitedStockbrokers Zambia LimitedOryx Finance Limited Imara ECR Asset Management Limited

Country of registration Percentage ownership

MalawiSouth AfricaZambiaZambiaZambia

25%47.35% (effective shareholding)25%27%49%


RELATED PARTY DISCLOSURES (continued)16.

Associate companies:

Professional fees paid:

Group2014Pula

Group2013Pula

Company2014Pula

Company2013Pula

Year ended 30 April

Imara Trust Company Mauritius Limited

Management fee income - group:Imara Asset Management South Africa Proprietary LimitedImara Botswana LimitedImara SP Reid Proprietary LimitedImara Capital Zimbabwe (Private) LimitedImara Trust Company (Mauritius) LimitedImara Capital Securities Proprietary Limited

411 700

411 700

------

-

455 953

455 953

------

-

89 771

89 771

178 7801 791 810

1 788 885484 444128 073

150 000

4 521 992

45 883

45 883

188 7481 666 800

1 881 120---

3 736 668


88 | PAGE



CF Africa Limited Imara Beresford International Limited and Imara Trust Company (Mauritius) LimitedStockbrokers Zambia Limited

Interest income – group companies:Africa Private Equity Fund Managers Proprietary LimitedCF Africa Limited Imara Botswana LimitedImara Capital Limited Imara Capital Botswana Proprietary LimitedImara Capital South Africa Proprietary LimitedImara Capital Zambia LimitedImara Capital Securities Proprietary Limited

Interest income – group companies, relates to interest charged on Accounts Receivable – group companies, which attract interest at 7,50% (2013: 8.50%).

Interest income: – non group:Interest income - Etana TrustInterest income - third parties

Imara Asset Management LimitedImara Asset Management Proprietary Limited - BotswanaAfrica Investments Limited Imara Trademarks Limited Imara Capital Kenya LimitedImara Capital Zimbabwe (Private) Limited

Finance costs – related party: Imara SP Limited Etana Trust

Total finance costs (Note 6)

-

--

-

--------

-

--

-

------

-

--

-

-

-

--

-

--------

-

--

-

------

-

--

-

-

2 124 211

2 048 466-

4 172 677

-53 875

445 753272 623

2 025 504658 370167 900

6 111

3 630 136

-15 104

15 104

2 945 357--

30 61038 829

901

3 015 697

4 377185

4 562

3 020 259

845 838

1 077 67478 980

2 002 492

119 64851 041

684 705476 568

1 784 2871 009 887

143 380-

4 269 516

8 27025 500

33 770

2 644 89324 576

1 457 636193 997

685476

4 322 263

1 022-

1 022

4 323 285

Interest income - non-group relates to interest charged on other receivables - related parties, which attract interest at 7,50% (2013:8,50%)

Year ended 30 April

Finance costs – group companies:

Group2014Pula

Group2013Pula

Company2014Pula

Company2013PulaDividends received - group companies (continued)



89PAGE |



Imara Asset Management Proprietary Limited- Botswana Imara Asset Management Limited Imara Capital Kenya LimitedImara Trademarks Limited Imara Capital Zimbabwe (Private) Limited

Etana Trust (Note 18)Imara SP Limited (Note 18)Xola Sithole (See note below)

Etana TrustImara SP Limited

ICEA Lion Asset Management LimitedNorwegian Investment Fund for Developing Counties (Norfund)

Long term:Africa Private Equity Fund Managers Proprietary LimitedCF Africa LimitedImara Asset Management (UK) LimitedImara Botswana LimitedImara Capital Limited - BotswanaImara Capital Limited Imara Capital South Africa Proprietary LimitedImara Capital Securities Proprietary LimitedImara Capital Zambia LimitedImara Capital Zimbabwe (Private) LimitedImara Trust Company (Mauritius) Limited

-----

-

---

-

49 5262 289

51 815

-

-

-

-----------

-

-----

-

--

144 085

144 085

63 0712 469

65 540

1 379 707

1 377 594

2 757 301

-----------

-

-51 991 294

12 912387 731927 231

53 319 168

---

-

49 5262 289

51 815

-

-

-

-797 902

-8 671 191

28 823 4553 923 930

2 146 417225 569

2 238 245-

132 338

46 959 047

318 30332 454 674

11 581497 208

213 424

33 495 190

---

-

63 0712 469

65 540

-

-

-

1 693 960658 597

-1 317 967

26 946 6963 603 3865 306 787

2 222 370--

41 749 763

Accounts payable – group companies are classified as non-current liabilities, have no fixed terms of repayment, as agreed by the directors’, are unsecured and attract interest at a rate of 7.50% (2013: 8.50%) for Botswana, British Virgin Islands and South African incorporated companies. These interest rates equate to market related interest rates for similar type loans in the respective country jurisdictions.

Xola Sithole is a director of Imara Mondise Capital Proprietary Limited, which is a 50:50 joint venture between Imara Corporate Finance South Africa Proprietary Limited and Mondise Capital Proprietary Limited. Xola Sithole is the sole shareholder of Mondise Capital Proprietary Limited.

Year ended 30 April

Group2014Pula

Group2013Pula

Company2014Pula

Company2013PulaAccounts receivable - group companies:

Accounts payable - group companies:

Amounts owed to related parties: (Note 24)

Amounts owed to related parties: (Note 22)

Amounts owed by related parties: (Note 18)


90 | PAGE





Non - executivePula

Non- executivePula

ExecutivePula

ExecutivePula

TotalPula

TotalPula

Remuneration paid to directors - Group:

Non - executive:FeesExpenses Share based payment expense

Total non-executive

Executive:SalaryShort term benefits

Fixed remuneration

Performance bonusShare based payment expense

Total executive

Total non-executive and executive


Total non-executive


Fixed remuneration


Total executive


1 475 950157 777

15 221

1 648 948

--

-

--

-

1 648 948

1 300 806146 174

13 143

1 460 123

--

-

--

-

1 460 123

---

-

10 745 118660 890

11 406 008

1 749 106232 073

13 387 187

13 387 187

---

-

10 033 227744 018

10 777 245

2 272 936181 926

13 232 107

13 232 107

1 475 950157 777

15 221

1 648 948

10 745 118660 890

11 406 008

1 749 106232 073

13 387 187

15 036 135

1 300 806146 174

13 143

1 460 123

10 033 227744 018

10 777 245

2 272 936181 926

13 232 107

14 692 230

Directors remuneration:

The directors’ remuneration disclosed in the note above details the total remuneration paid to the directors and includes amounts paid by the parent company itself and, in instances where executive directors are employed by a subsidiary company, the remuneration paid by the subsidiary. The amounts disclosed include performance bonuses in respect of the 2013 financial year which were paid in 2014. Such amounts have been charged against prior year provisions for performance bonuses and consequently are excluded from the Income Statement charge for the current year as disclosed in Note 4.



91PAGE |





Non- executivePula

Non- executivePula

ExecutivePula

ExecutivePula

TotalPula

TotalPula

Remuneration paid to directors - Company:


Total non-executive


Fixed remuneration


Total executive



Total non-executive


Fixed remuneration


Total executive


1 475 950157 777

15 221

1 648 948

--

-

--

-

1 648 948

1 300 806146 174

13 143

1 460 123

--

-

--

-

1 460 123

---

-

5 242 418176 281

5 418 699

691 59497 005

6 207 298

6 207 298

---

-

4 857 305312 306

5 169 611

818 50787 783

6 075 901

6 075 901

1 475 950157 777

15 221

1 648 948

5 242 418176 281

5 418 699

691 59497 005

6 207 298

7 856 246

1 300 806146 174

13 143

1 460 123

4 857 305312 306

5 169 611

818 50787 783

6 075 901

7 536 024

Directors remuneration:

The directors’ remuneration disclosed in the note above is in respect of the parent company only and includes amounts paid by the parent company to its non-executive directors and to the executive directors who are employed by the parent company. The amounts disclosed include performance bonuses in respect of the 2013 financial year which were paid in 2014. Such amounts have been charged against prior year provisions for performance bonuses and consequently are excluded from profit and loss for the current year as disclosed in Note 4.


92 | PAGE


RELATED PARTY DISCLOSURES (continued) 16.

17.

18.

Year ended 30 AprilRemuneration paid to directors and key management personnel: (continued)

Remuneration in respect of key management personnel, is comprised of the following:

Country Company

Key management personnel:

SalaryShort term benefits

Fixed remunerationPerformance bonusShare based payment expense

BotswanaMauritiusSouth AfricaSouth AfricaZimbabweZimbabwe

Imara Holdings LimitedImara Beresford International LimitedImara SP Reid Proprietary LimitedImara Capital South Africa Proprietary LimitedImara Capital Zimbabwe (Private) LimitedImara Asset Management Limited - BVI

9 290 237763 359

10 053 5963 102 421165 039

13 321 056

122131

10

9 093 186746 769

9 839 9553 210 066

186 583

13 236 604

132131

11

2014Pula

Number of Employees

2014

Number of Employees

2013

2013Pula

Listed traded securities

Financial liabilities at fair value through profit and loss

Listed traded securities – sold short

3 049 006

464 382

5 276 905

95 169

-

-

-

-

Year ended 30 April

Group2014Pula

Group2013Pula

Company2014Pula

Company2013Pula

LISTED TRADING SECURITIES

Trade receivablesAmounts receivable in respect of broking activitiesCollateral deposits against scrip lendingAmounts receivable – carry accountsSundry receivablesRelated party receivables (Note 16)

TRADE AND OTHER RECEIVABLES

18 635 36797 744 768

51 450 21845 247 88511 664 602

-

224 742 840

34 022 17350 412 0673 496 386

39 007 8497 263 563

144 085

134 346 123

----

1 395 545-

1 395 545

----

1 682 825-

1 682 825

The fair value of the listed trading securities is determined by reference to published price quotations in active markets. Changes in fair value are recognised through profit and loss.

Financial assets at fair value through profit and loss



93PAGE |


TRADE AND OTHER RECEIVABLES (continued)

GROUP:

COMPANY:

18.

As at 30 April 2014

As at 30 April 2014

TOTAL

TOTALPula

More than 120 days

More than 120 days

Pula

Notclassified

Notclassified

91 to 120 days

91 to 120 days

Pula

61 to 90 days

61 to 90 days

Pula

31 to 60 days

31 to 60 days

Pula

Less than 30 days

Less than 30 days

Pula

Neither past due nor impaired

Neither past due nor impaired

Past due but not impaired

Past due but not impaired

Trade receivablesOther receivables

Not classified *

Trade receivablesOther receivables

Related parties

Not classified *

Other receivables

14 094 937969 650

15 064 587

18 164 1111 949 669

144 085

20 257 866

166 105

166 105

506 848841 642

1 348 490

8 058 2921 794 984

-

9 853 276

539 825

539 825

365 8952 691 517

3 057 412

1 870 7801 187 007

-

3 057 787

332 209

332 209

661 4764 700 305

5 361 781

1 347 81731 357

-

1 379 174

166 104

166 104

1 466 9302 136 798

3 603 728

2 451 621735 601

-

3 187 222

191 302

191 302

1 539 281324 689

1 863 970

--

-

-

-

-

18 635 36711 664 601

30 299 968194 442 872

224 742 840

31 892 6215 698 618

144 085

37 735 324

96 610 798

134 346 122

1 395 545

1 395 545

Trade receivables are non-interest bearing and are generally on 30 to 60 day terms.

Amounts receivable in respect of broking activities are due on demand and do not attract interest.

Collateral deposits against scrip lending attract interest on a floating rate basis at rates and the rate applicable on 30 April 2014 was 5,30%, (2013: 4,80%). The repayment period for amounts due in respect of certain collateral deposits against scrip lending are contract specific. The repayment periods range from one day to 12 months. None of these balances were past due at year end.

Impairment losses, where applicable, are charged either directly against the carrying amount of trade and other receivables or through the use of an allowance accou8nt.

Loans receivable, in respect of carry accounts, are due on demand and attract interest at floating interest rate of between 8,00% and 12,00%. (2013: 7.50% to 11,50%)

Financial assets pledged as collateral:The group had pledged cash amounting to P51 450 218 (2013: P5 094 956) as collateral for scrip lending transactions. No other financial assets have been pledged as collateral for financial liabilities or contingent liabilities.

As at 30 April, the ageing analysis of trade and other receivables is as detailed below.

GROUP:

Not classified items relate to amounts receivable in respect of broking activities, carry accounts and collateralised scrip lending at Imara SP Reid Proprietary Limited. The JSE Broker / Dealer system used for recording these broking activities does not have the functionality to allow for these amounts to be aged.

No other class of financial assets are past due as at the reporting date.

*

As at 30 April 2013


94 | PAGE


CASH AND CASH EQUIVALENTS

TRADE AND OTHER RECEIVABLES (continued)

19.

18.

Year ended 30 April

Group2014Pula

Group2013Pula

Company2014Pula

Company2013Pula

Cash on hand and at bankShort term deposits

For purposes of the Statement of Cash Flows, cash and cash equivalents comprise the following:Cash and cash equivalents - per aboveBank overdraft (Note 22)

63 444 78920 307 623

83 752 412

83 752 412-

83 752 412

55 426 47214 379 205

69 805 677

69 805 677(2 119)

69 803 558

19 717 353-

19 717 353

19 717 353-

19 717 353

16 000 025-

16 000 025

16 000 025-

16 000 025

Neither the group nor the company have borrowing facilities with their respective banks. When bank accounts are periodically overdrawn, this is on the basis of an accommodation by the banks rather than in terms of an approved facility.

Rand call deposits bear interest, linked to prime, of between 1.0% and 5.75% per annum (2013: 1.00% and 4.80%). Short-term deposits held with African Alliance and Stanbic Investment Management Services Proprietary Limited, have effective returns of between 4.00% and 5.99% per annum (2013: 5.01% and 6.67%).

Foreign bank balances attracted no interest during the year. (2013: 0.00% and 0.50% per annum).The group’s cash which has been identified as not being immediately required for operational purposes is invested in foreign currency denominated accounts in Mauritius. The foreign currencies held include Swiss Franc (CHF), United States dollars (USD), Sterling (GBP) and Euro (EUR).

No other class of financial assets are past due as at the reporting date.Movements in the provision for past due trade receivables and sundry receivables were as follows:

COMPANY: As at 30 April 2013

TOTALPula

More than 120 days

PulaNot

classified

91 to 120 days

Pula

61 to 90 days

Pula

31 to 60 days

Pula

Less than 30 days

Pula

Neither past due nor impaired Past due but not impaired

Other receivables 338 837

338 837

442 737

442 737

465 362

465 362

5 000

5 000

430 889

430 889

-

-

1 682 825

1 682 825

TOTALPula

TOTALPula

Individuallyimpaired

Pula

Individuallyimpaired

Pula

Collectivelyimpaired

Pula

Collectivelyimpaired

Pula

Group Company

At 1 May 2012Acquired from subsidiaryCharge for the yearUtilised

At 30 April 2013Charge for the yearUtilised

At 30 April 2014

163 974175 819

2 614 388(163 974)

2 790 2072 707 533(169 370)

5 328 371

----

---

-

-512 098(78 431)

-

433 667(169 006)

-

264 661

----

---

-

163 974687 917

2 535 957(163 974)

3 223 8742 538 527(169 370)

5 593 032

----

---

-



95PAGE |


TAX REFUNDABLE

STATED CAPITAL

20.

21.

Year ended 30 April

Year ended 30 April

Group2014 Pula

Group2013 Pula

Company2014 Pula

Company2014

Number

Company2013 Pula

Company2013

Number

Imara SP Reid Proprietary LimitedImara Asset Management South Africa Proprietary LimitedImara Trust Company ( Mauritius) LimitedImara Capital Zimbabwe (Private) Limited

Authorised share capital: 200 000 000 ordinary shares of no par value

Ordinary shares:

In issue at beginning of the yearShares issued: Shares issued in terms of the share options scheme

In issue at end of the year

59 151 801

-

59 151 801

59 140 301

11 500

59 151 801

693 25164 04943 975

-

801 275

629 277--

174 778

804 055

----

-

----

-

Tax refundable is the result of the overpayment of provisional tax payments against the final assessed tax liability. The amount is refundable by deduction from future provisional tax payments.

Year ended 30 April

Balance at beginning of year Movement for the year: Shares exercised under the share options scheme

Balance at end of year

Company2014Pula

Company2013Pula

50 931 011

-

50 931 011

50 914 889

16 122

50 931 011

Issued capital – ordinary shares:

Reconciliation of the number of ordinary shares in issue:

Notes relating to issued capital:

The holders of ordinary shares are entitled to receive dividends as and when declared by the company. All ordinary shares carry one vote per share without restriction.

The un-issued ordinary shares are under the control of the directors.


96 | PAGE

RETIREMENT BENEFIT OBLIGATIONS – LONG TERM23.Year ended 30 April

Group2014Pula

Group2013Pula

Company2014Pula

Company2013Pula

Retirement benefit obligations (See note below) 1 197 019 535 205 - -

The retirement benefit obligation relates to the Mauritian entity Imara Trust Company (Mauritius) Limited, (previously Imara Beresford International Limited). The amount is in respect of statutory gratuity payments due to employees on retirement. In terms of the Mauritius Employment Rights Act, employees are entitled to a gratuity on retirement equivalent to half a month’s salary at the date of retirement, multiplied by the number of years in service.

The assumptions is made that employees will remain in service until the retirement age.

No gratuity is payable when an employee resigns or dies before attaining the retirement age. Any gratuity accrued in respect of an employee who resigns or dies are written back to profit and loss. The company gratuity scheme is unfunded.


Related party capital contributions:

ICEA Lion Asset Management (ICEA) was previously a 50% shareholder in Africa Private Equity Fund Managers Proprietary Limited (APEFM). On 1 November 2013, Imara Holdings Limited acquired the ICEA shares in APEFM and APEFM became a wholly owned Imara subsidiary. Norwegian Investment Fund for Developing Countries (Norfund) is a related party. The long term interest bearing borrowings relate to amounts contributed by these entities to the working capital requirements of APEFM in 2012 and 2013. The loan accounts were converted, in the case of ICEA, into ordinary voting shares and in the case of Norfund, into preference shares, in March 2014.

Shareholders’ dividends:

In terms of the share loan agreements between Zingwenya Holdings Limited Proprietary Limited (“Zingwenya”) and the Imara Capital South Africa subsidiaries, all dividends that were declared and accrued to Zingwenya were withheld by Imara Capital South Africa subsidiaries, pending settlement of the BEE transaction. The BEE transaction was settled in equity during the current year and in terms of the share loan agreements, Zingwenya forfeited the dividends that accrued in prior years. The difference of P116 689, between the amount of P3 295 644 reflected above and the amount of P3 178 966 reflected in the Statement of Changes in Equity is an exchange rate movement between the South African Rand and the Botswana Pula at the two year end reporting dates.

Bank overdraft:

Limited utilisation of overdraft facilities by group companies occurred during the year. There were no companies with bank overdrafts at the reporting date. Bank overdrafts are unsecured and attract interest at the prime bank overdraft rate ranging between 8.50% and 9.00% per annum in South Africa and between 8.00% and 10.00% per annum in Botswana. (2013: Between 9.00% and 8.50% for South Africa and between 10.00% and 11.00% for Botswana).

INTEREST BEARING LOANS AND BORROWINGS22.Year ended 30 April

Group2014Pula

Group2013Pula

Company2014Pula

Company2013Pula

Long term portion:

Related party capital contributions –see note below

Current portion:

Shareholders’ dividends – see note below

Bank overdraft – see note below

-

-

-

2 757 301

3 295 644

2 119

-

-

-

-

-

-



97PAGE |


RETIREMENT BENEFIT OBLIGATIONS – LONG TERM (continued)23.

2014

2014

2013

2013

Discount rateFuture salary increases

Balance at the beginning of the yearAdjustment arising from changes in retirement policy

Service costNet interest

Amount included in profit and loss

Actuarial changes arising from changes in financial assumptionsExperience adjustment

Amount included in Other Comprehensive Income


10%10%

535 205259 929

102 19531 108

133 303

(525 798)794 380

268 582

1 197 019

10%10%

--

280 650254 555

535 205

--

-

535 205

A quantitative sensitivity analysis for significant assumptions as at 30 April 2014 is as detailed below:

0.50% decreasePula

0.50% increasePula

0.50% decreasePula

0.50% increasePula

Discount rate Future salary increases

Impact on retirement obligations (135 175) 154 700 153 955 (135 748)

The principal assumptions used in determining the retirement benefit obligation are detailed below:

TRADE AND OTHER PAYABLESYear ended 30 April

Group2014Pula

Group2013Pula

Company2014Pula

Company2013Pula

Trade payables Amounts payable in respect of broking activitiesOther payablesAccruals Listed securities sold shortRelated party payables (Note 16)

15 024 889142 436 765

16 063 15512 785 564

-51 816

186 362 189

15 799 49563 549 082

14 178 10211 448 240

62 00665 540

105 102 465

--

151 6432 882 435

--

3 034 078

--

254 9352 021 170

--

2 276 105

24.

Trade payables are non-interest bearing and are normally settled on 30 to 60 day terms

Amounts payable in respect of broking activities are non-interest bearing and are settled within five days of the transaction date.

Other payables are non-interest bearing and have average terms of between 30 and 60 days.


98 | PAGE

COMMITMENTS AND CONTINGENCIES 26.

Operating lease commitments: Operating leases - Company as lessee: The group has entered into commercial lease agreements in relation to office premises in Botswana, Mauritius, South Africa and Zimbabwe. The Botswana lease, in respect of premises situated in the new Central Business District of Gaborone, has a remaining lease term of 43 months and expires on 30 November 2017. The lease is renewable for a further five years on terms to be mutually agreed between tenant and landlord;

The premises in Mauritius comprise three separate office suites, situated in Ebene, Cybercity, each of which has its own lease agreement. Two of the lease agreements commenced on 1 September 2013, and expire on 31 August 2016. The other lease agreement commenced on 1 October 2013 and expires on 30 September 2016. All of the lease agreements provide for a 5% rental escalation, on the lease anniversary date and are renewable for a further 3 years on terms to be mutually agreed between tenant and landlord.

The South African company, Imara Capital South Africa Proprietary Limited, and its subsidiary company Imara SP Reid Proprietary Limited have entered into lease agreements in respect of office premises situated in Illovo and the central business district of Johannesburg, respectively. The leases both have an annual rental escalation of 9% and have remaining lease terms of 34 and 43 months respectively. Neither of the lease agreements are renewable.

The Zimbabwe lease, in respect of premises situated in Eastlea, Harare, has a remaining lease term of 9 months and expires on 31 December 2014. The lease is renewable by negotiation.

Future minimum rentals payable under non-cancellable operating leases are as follows:

Within one yearAfter one year but not more than five years

4 506 9887 447 575

11 954 563

4 721 69214 028 040

18 749 732

623 6511 829 378

2 453 029

689 5272 453 028

3 142 555

Year ended 30 April

Group2014Pula

Group2013Pula

Company2014Pula

Company2013Pula

25. FUNDS UNDER MANAGEMENT

Year ended 30 April

The group provides asset management and unit trust services to pension funds, trusts, institutions, companies and individuals, whereby it holds, places and manages funds on behalf of clients. The group receives management fees for providing these services. Funds under management are not assets of the group and are not recognised in the Statement of Financial Position. The group is not exposed to any credit risk relating to funds under management.

Group2014 Pula

Group2013 Pula

Funds under management – group companies 5 313 821 910 4 260 808 604




99PAGE |


COMMITMENTS AND CONTINGENCIES (continued)26.

Operating leases - Company as lessor:

The group has entered into commercial property sub-lease agreements in relation to the rental of office space in both Botswana and South Africa. The sub-lease agreements are with subsidiary companies. These non-cancellable leases are on terms similar to the head lease agreement, and have remaining terms of 43 months in relation to Botswana and 34 months in relation to South Africa. The lease agreements include a clause allowing for an upward revision of the rental charge on an annual basis.

Future minimum rentals receivable under non-cancellable operating leases are as follows:

No disclosure has been made in respect of the financial impact of the sub-lease agreements for subsidiary companies, as on a group consolidated basis the financial amounts are eliminated.

Capital commitments:At 30 April 2014 & 2013 the group has the following capital commitments:

Within one yearAfter one year but not more than five years

341 7181 009 436

1 351 154

379 7991 351 154

1 730 953

341 7181 009 436

1 351 154

379 7991 351 154

1 730 953

Year ended 30 April

Group2014Pula

Group2013Pula

Company2014Pula

Company2013Pula

2014Pula

2013Pula

Imara Securities Angola SVM Limitada – see note belowCapital expenditure authorised in the April 2015 budgets but not yet committed

867 009593 400

1 460 409

801 2181 879 400

2 680 618

Notes relating to capital commitments:

Imara Securities Angola SVM Limitada:

Imara Securities Angola SVM Limitada is an Angolan registered company in the process of formation. Registration formalities can only be concluded once a stock-broking licence for the new entity has been issued. A new licence application is currently be made to the Angolan Authorities. In terms of a Shareholders Agreement, Imara Holdings Limited has the right to subscribe for 50% of the issued share capital of the company upon formation. The minimum capital requirement for a stockbroking company in Angola was originally set at USD500 000 but was reduced to USD200 000 in 2012-2013. The capital commitment reflected above represents Imara’s 50% share of this capitalisation.


100 | PAGE


27. SHARE BASED PAYMENTS

Share based payment plan:The share option scheme introduced by the company in its 2005 financial year is defined as an “equity settled scheme”. Under the scheme share options are granted to directors and employees with more than 12 months service. In terms of the scheme, up to 10% of the issued share capital of the company at any one time is available to the Directors to grant share options. Minor modifications were made to the scheme in 2006 in order to ensure compliance with the requirements of the Botswana Stock Exchange, ahead of the company’s listing.

The exercise price of the options is equal to the market price of the shares on the date of grant. The exercise period for each option is five years. One third of the options granted vest in each financial year, provided that the grantee is still in the employ of the company, and performance criteria are not taken into account. The full price of any option granted, must be settled in cash before shares are allotted.

The holders of share option grants, as at 2 August 2007, were eligible for the 10 for 1 share split implemented by the company.

During the year, the following options were granted:

30 April 2014

30 April 2013

The range of exercise prices for options outstanding at the end of the year was P1.98 to P4.25. (2013: P2.46 to P12.50)

The expense recognised during the year in respect of services received and the apportionment of this cost to operating companies within the group is as follows:

Number of options

Number of options

2014Pula

Expiry date

Expiry date

Option pricePula

Option pricePula

2013Pula

18 July 2012

18 July 201228 November 2012

Imara Holdings LimitedImara Asset Management South Africa Proprietary LimitedImara Asset Management Limited - BVIImara Botswana LimitedImara Capital South Africa Proprietary LimitedImara SP Reid Proprietary LimitedImara Capital Zimbabwe (Private)LimitedImara Capital Securities Proprietary LimitedImara Trust Company ( Mauritius) Limited

Grant Date

Grant Date

1 497 000

1 250 000125 000

1 375 000

192 556136 887218 953

131 31936 495

252 28942 2347 5365 953

1 024 222

17 July 2017

17 July 201727 November 2017

1.98

2.552.46

184 928117 282164 613

104 56939 828221 420

16 5514 965

854 156



101PAGE |

2014Pula

2013Pula

During the year certain share options granted to employees of subsidiary companies in previous financial years were transferred to the parent company, as follows:Imara Africa Securities Proprietary LimitedImara Asset Management Proprietary Limited - Botswana

--

-

225 43511 920

237 355


SHARE BASED PAYMENTS (continued)27.Share based Payment Reserve – Transferred from subsidiary company:

The following table illustrates the number and weighted average exercise prices, (“WAEP”), of and movements in, share options granted since inception of the option scheme.

The following table lists the inputs to the binomial valuation model used for the year.

Expected volatility is a measure of the expected price fluctuations of the underlying share. As the Imara share was not publicly quoted at certain of the grant dates, and has only been listed since 4 October 2006, reliable historical trading data relating to the share is not available. Volatility has therefore been determined by reference to listed companies, which could be regarded as proxies for Imara Holdings Limited. Expected volatility reflects the assumption that historical volatility is indicative of future trends, which may not necessarily be the actual outcome.

Year ended 30 April

2014Number

2014WAEP

2013Number

2014

2013WAEP

2013

Outstanding - beginning of year Granted during the yearForfeited during the yearLapsed during the yearExercised during the year

Outstanding and exercisable - end of the year

Dividend yield Expected volatilityRisk free interest rateWeighted average share price - exercisable options

3 480 333 1 497 000 (87 500)

(180 000) -

4 709 833

2,445261,98000 12,50002,83028

-

2,37630

%%%

Pula

2 916 1631 375 000(532 330)

(267 000)(11 500)

3 480 333

3,41%35,73%5,69%

2,893241

2.42692.5418

4.49622.88991.4020

2.44526

0.81% to 0.85%37.27% to 37 44%7.97% to 8.00%

3.78133


102 | PAGE

* Financial instruments classified as trading securities are designated at fair value through profit and loss.** Amounts disclosed as non -financial instruments relate to Value Added, Withholding and Pay As You Earn taxes.


28.

As at 30 April 2014

As at 30 April 2013

Loan and receivables

Pula


Pula

Non-financial instruments

**Pula


**Pula

Financial liabilities at

amortised costPula


amortised costPula

Available-for-sale financial

instrumentsPula


instrumentsPula

AFVTPL*Pula

AFVTPL*Pula

TOTALPula

TOTALPula

ASSETS:Available-for-sale financial instrumentsListed traded securitiesTrade and other receivablesCash and cash equivalents

LIABILITIES:Interest bearing borrowings - long termInterest bearing borrowings - short termListed trading securities – sold shortTrade and other payables

ASSETS:Available-for-sale financial instrumentsListed traded securitiesTrade and other receivablesCash and cash equivalents

LIABILITIES:Interest bearing borrowings - long termInterest bearing borrowings - short termListed trading securities – sold shortTrade and other payables Bank overdraft

-3 049 006

--

3 049 006

-5 276 905

--

5 276 905

-

-

95 169--

95 169

-

-

464 382-

464 382

10 608 807---

10 608 807

21 180 571---

21 180 571

-

-

---

-

-

-

--

-

----

-

----

-

2 757 301

3 295 644

103 212 798

109 265 743

-

-

-184 021 841

184 021 841

----

-

----

-

-

-

-1 889 667

1 889 667

-

-

-2 340 348

2 340 348

--

224 742 84083 752 412

308 495 252

-

134 346 12369 805 677

204 151 800

-

-

--

2 119

2 119

-

-

--

-

10 608 8073 049 006

224 742 84083 752 412

322 153 065

21 180 5715 276 905134 346 123

69 805 677

230 609 276

2 757 301

3 295 644

95 169105 102 465

2 119

111 252 698

-

-

464 382186 362 189

186 826 571

FINANCIAL INSTRUMENTS (continued)The tables below summarise the classification of the company’s financial instruments:



103PAGE |


FINANCIAL INSTRUMENTS (continued)28.The tables below summarise the classification of the company’s financial instruments:

As at 30 April 2014

As at 30 April 2013


Pula

Loans and receivables

Pula


Pula


Pula


amortised costPula


amortised costPula

TOTALPula

TOTALPula

ASSETS:Available-for-sale financial instrumentsAccount receivable – group companiesTrade and other receivablesCash and cash equivalents

LIABILITIES:Accounts payables – group companiesTrade and other payables

ASSETS:Available-for-sale financial instrumentsAccounts receivable – group companiesTrade and other receivablesCash and cash equivalents

LIABILITIES:Accounts payables – group companiesTrade and other payables

----

-

--

-

259 194---

259 194

--

-

1 639 049---

1 639 049

--

-

----

-

33 495 1902 276 105

35 771 295

----

-

53 319 1683 034 078

56 353 246

----

-

--

-

-46 959 047

1 395 54519 717 353

68 071 945

--

-

-41 749 7631 682 825

16 000 025

59 432 613

--

-

1 639 04946 959 047

1 395 54519 717 353

69 710 994

53 319 1683 034 078

56 353 246

259 19441 749 7631 682 825

16 000 025

59 691 807

33 495 1902 276 105

35 771 295


instrumentsPula


instrumentsPula


104 | PAGE

Financial risk management objectives and policies

The group’s principal financial instruments are detailed in the table above. The main purpose of these financial instruments is to finance the group’s operations.

The main risks arising from the group’s financial instruments are credit risk, equity price risk, interest rate risk, foreign currency risk, liquidity risk and securities exchange trading risk.

Credit risk

Credit risk is the risk that a counter-party will not meet its obligations under a financial instrument or customer contract resulting in a financial loss.

The group’s policy is to trade only with recognised and creditworthy third parties. All customers who wish to trade on credit terms are subject to credit vetting and “know your customer” procedures before any credit is extended.

With respect to credit risk arising from the other financial assets of the group, comprising cash and cash equivalents and trade and other receivables, the group’s exposure to credit risk arises from default of the other party, with a maximum exposure equal to the carrying amount of these instruments. There are no significant concentrations of credit risk.

Equity price risk

Equity price risk is the risk that the fair value of equity instruments will decrease as a result of changes in the levels of equity indices and the value of individual stocks. The equity price risk exposure arises from the group’s available-for-sale financial assets and listed trading securities. The sensitivities are calculated by multiplying year end balances by reasonable possible changes in indices.


FINANCIAL INSTRUMENTS (continued)28.

As at 30 April 2014

The table below summarises by class of financial instruments, the net gains and losses, relating to these instruments.

Impairment losses

Pula

Fair value movements

PulaInterest paid

PulaInterest received

PulaTOTAL

Pula

Loans & receivablesFinancial assets held at fair value through profit and lossFinancial liabilities at amortised cost

Total

Group:

Loans & receivablesFinancial assets held at fair value through profit and lossFinancial liabilities at amortised cost

Total

Company:

Loans and receivablesFinancial liabilities at amortised cost

Company:

Loans and receivablesFinancial liabilities at amortised cost

6 241 591

199 3341 151 579

7 592 504

3 541 228

416 129396 768

4 354 125

3 645 240(3 015 697)

629 543

4 303 286(4 322 264)

(18 978)

6 241 591

--

6 241 591

3 541 228

--

3 541 228

3 645 240

3 645 240

4 303 286-

4 303 286

-

-1 151 579

1 151 579

-

-396 768

396 768

(3 015 697)

(3 015 697)

-(4 322 264)

(4 322 264)

-

199 334

199 334

-

416 129-

416 129

--

-

-

--

-

-

--

-

--

-

As at 30 April 2013

As at 30 April 2014

As at 30 April 2013

Group:



105PAGE |



Equity price risk (continued)

Equity price risk is managed by setting and monitoring exposure limits on a geographical, sectorial and individual equity basis, by monitoring equity risk exposure on a daily basis and by holding primarily liquid stocks which can be readily traded.

The effect on equity as a result of a change in the fair value of listed trading securities due to a reasonably possible change in the Botswana Stock Exchange, Johannesburg Stock Exchange, Nigerian Stock Exchange and Zimbabwe Stock Exchange All Share Index, with all other variables held constant, is as follows:

The effect on equity as a result of a change in the fair value of listed trading securities due to a reasonably possible change in the Botswana Stock Exchange, Johannesburg Stock Exchange, Nigerian Stock Exchange and Zimbabwe Stock Exchange All Share Index, with all other variables held constant, is as follows:

Effect on profit before tax

Pula


Pula


Pula


Pula

Change in equity price

%


%

Available-for-sale financial assets:

Assets and liabilities held at fair value through profit and loss (Listed trading securities):

Group 2014

Company 2014

Group 2013

Company 2013


%


%

Market indices:Botswana Stock ExchangeJohannesburg Stock ExchangeNigeria Stock ExchangeZimbabwe Stock Exchange




10%10%10%10%

(15%)(15%)(15%)(15%)

10%10%10%10%

(15%)(15%)(15%)(15%)

30%30%30%30%

(15%)(15%)(15%)(15%)

30%30%30%30%

(15%)(15%)(15%)(15%)

8 668474 170383 565

1 538

(13 002)-

(575 347)(2 307)

-258 462

--

-(387 694)

--

26 0042 756 5673 400 437

5 667

(13 002)(766 597)

(1 700 219)(2 834)

-1 554 521

--

-(777 260)

--


106 | PAGE

Interest rate risk

The group’s exposure to market risk for changes in interest rates, relate primarily to its bank and cash balances, collateral deposits against scrip lending and loans receivable on carry accounts. The group’s policy is to manage interest receivable through a mix of demand and short term investment products using both fixed and variable rates.

The company’s exposure to market risk for changes in interest rates, relate primarily to its bank and cash balances.

The group has only limited interest bearing borrowings. Its policy to manage interest payable is by using a mix of demand and short term borrowings, and also a mix of fixed and variable interest rates. Demand borrowings, such as bank overdrafts, are managed on a daily basis and are repaid whenever the group has surplus operational cash resources. The parameters for managing the mix between demand and short - term borrowings, and between fixed rate and variable rate debt have not been formalised into a group policy.

Interest rate risk table

The following table demonstrates the sensitivity to a reasonably possible change in interest rates on the group’s profit after tax (through the impact of variable rate call deposits), with all other variables held constant.

Foreign currency risk

As a result of the investment in subsidiary company operations in British Virgin Islands, Mauritius, South Africa and the United Kingdom, and investments in associate companies in Malawi and Zimbabwe, the group’s Statement of Financial Position can be affected by movements in the USD/ Pula, Rand/Pula, USD / Rand and Sterling/Pula exchange rates. The Statement of Financial Position items which are most susceptible to foreign currency risk are “Cash and cash equivalents” and “Group company receivables and payables”. The group also has transactional currency exposures which occur in the normal course of business. Such exposures arise from sales or purchase by an operating unit in currencies other than the unit’s measurement currency. Steps have been taken during the current financial year to formalise the management of foreign currency risk through the formation of a FX Committee and the issuance of a draft foreign currency risk management policy. The terms of reference of the FX Committee and the foreign currency risk management policy document are both subject to on-going review and refinement. Cash and cash equivalents which are surplus to operational working capital requirements are actively managed and invested in a mix of foreign currencies comprising Pula, Rand, USD and Sterling. Intra-group loans are settled as and when cash flows permit and are reviewed monthly.

The following table demonstrates the sensitivity to a reasonably possible change in the Rand, USD and Sterling exchange rates with the Pula, with all other variables held constant, on the group’s profit before tax (due to changes in the fair value of monetary assets and liabilities) and the group’s equity.



Percentage increase


Increase / (decrease) in

exchange rate

EURO (EUR) United States Dollars (USD) Pounds Sterling (GBP)


2013



exchange rate


2014


exchange rate

Effect on profit before

tax

Group:

Company:

2014:

2013:

Group:

5.5%(3.0%)

5.5%(3.0%)

506 938(276 512)

190 994(104 178)

5.0%(3.0%)

5.0%(3.0%)

212 969(127 781)

290 907(174 544)

2.5%(1.25%)

2.5%(1.25%)

112 744(56 372)

142 833(71 416)

122 868245 737

4 6479 293

0.25%0.50%

0.25%0.75%

116 437349 312

2 7688 304



107PAGE |



Foreign currency risk (continued)

The following table demonstrates the sensitivity to a reasonably possible change in the Rand and USD exchange rates with the Pula, with all other variables held constant, on the group’s equity. The exchange rate risk arises primarily from intra-group loans that are treated as a part of the net investment in subsidiary and any exchange rate differences are taken to equity.

Liquidity risk

The group’s objective is to maintain a balance between continuity of funding and flexibility through the use of overdrafts, bank loans, finance leases and hire purchase contracts.

The table below summarises the maturity profile of the group’s financial liabilities at 30 April 2014 and 2013, based on contractual un-discounted payments.


tax


exchange rate

1 to 5 years

Pula


exchange rate


exchange rate

On demandPula

EURO (EUR)

Rand (ZAR)

United States Dollars (USD)

United States Dollars (USD)

Pounds Sterling (GBP)


Effect on equity 2013

TotalPula


exchange rate

Effect on equity

2013

3 to 12 months

Pula


exchange rate

Effect on equity

2014

More than 5 years

Pula


tax

Effect on equity

2014

Less than 3 months

Pula

At 30 April 2014:Interest bearing loans and borrowings – long termInterest bearing loans and borrowings – short termTrade and other payablesBank overdraft

At 30 April 2013:Interest bearing loans and borrowings – long termInterest bearing loans and borrowings – short termTrade and other payablesBank overdraft

-

---

-

-

--

2 119

2 119

-

-184 021 841

-

184 021 841

-

-103 212 798

-

103 212 798

-

---

-

2 757 301

3 295 644--

6 052 945

-

---

-

-

---

-

-

---

-

-

---

-

-

-184 021 841

-

184 021 841

2 757 301

3 295 644103 212 798

2 119

109 267 862

7.0%(3.0%)

7.0%(3.0%)

2.5%(1.25%)

645 194(276 512)

243 083(104 178)

53 660(26 830)

7.0%(3.0%)

7.0%(3.0%)

132 670(66 335)

275 580(118 106)

397 429(170 327)

2.5%(1.25%)

2.5%(1.25%)

2.5%(1.25%)

74 170(31 787)

112 744(56 372)

142 833(71 416)

37 177(15 933)

Company:

2014:

2013:

Group:


108 | PAGE

Liquidity risk (continued)

The table below summarises the maturity profile of the company’s financial liabilities at 30 April 2014 and 2013, based on contractual un - discounted payments.

Accounts payable - Group

Accounts payable - Group have no fixed repayment terms. For the purposes on the maturity profile above, it is however assumed that payments will be classified as being due after more than 5 years.

Securities exchange trading risk

Companies in the group periodically short the market and are therefore exposed to short-term fluctuations in the market prices of the securities shorted. Trading risk management is based on the principle that dealer and trading limits are in place, trading risks are properly identified, measured, reported and monitored on a daily basis.

Capital management

For the purpose of the group’s capital management, capital includes issued capital, share premium and all other equity reserves attributable to the equity holders of the parent. The primary objective of the group’s capital management is to maximise shareholder value.

The group itself is not subject to any statutory or regulatory capital adequacy or liquidity prudential controls. A key objective of the group’s capital management is however to ensure that it maintains prudent capital and gearing ratios in order to support its business and maximise shareholder value. In cases where subsidiary companies are subject to regulatory capital adequacy or liquidity prudential controls the group’s policy is to ensure, through its internal reporting systems, that such controls are adhered to at all times or are reported on an exception basis.

The Stockbroking Division is subject to capital adequacy and liquidity controls imposed by the regulators and Stock Exchanges in the jurisdictions where they are licensed to operate. Responsibility for compliance with the prescribed capital and liquidity ratios is delegated to the respective Risk and Compliance Committees, which meet on a regular basis.

The individually regulated companies within the group have complied with all externally imposed requirements throughout the year.

The group manages its capital structure and makes adjustments to it in light of changes in economic conditions. To maintain or adjust the capital structure, the group may capitalise intra-group loan accounts, adjust the dividend payments to shareholders, offer scrip in lieu of dividends, buy back its shares, issue new shares, adjust gearing ratios or negotiate borrowings. The group’s capital management is measured monthly against a selected range of industry benchmarks.

Capital comprises equity attributable to the shareholders of the parent company.

No material changes were made to the objectives or policies relating to the management of capital during the year.



1 to 5 years

Pula

On demand

Pula

Total

Pula

3 to 12 months

Pula

More than 5 years

Pula

Less than 3 months

Pula

At 30 April 2014:

Trade and other payables

At 30 April 2013:


-

-

3 034 078

2 276 105

-

-

-

-

-

-

3 034 078

2 276 105



109PAGE |



Net fair values

Financial instruments at fair value are either priced with reference to a quoted market price for that instrument or by using a valuation model. Where a valuation model is used, the methodology is to calculate the expected cash flows for the specific financial instrument and then discount these values back to a present value.

The fair value of long term loans are estimated using discounted cash flows applying appropriate market rates.

The carrying amounts of trade and other receivables, cash and cash equivalents, trade and other payables approximate their fair value due to the short term nature of the instruments.

Set out in the table below is a comparison by category of carrying amounts and fair values of financial instruments for the group.

Set out in the table below is a comparison by category of carrying amounts and fair values of financial instruments of the company.

Group2014Pula

Company2014Pula

Carrying amount

Carrying amount

Fair value

Fair value

Group2013Pula

Company2013Pula

Group2014Pula

Company2014Pula

Group2013Pula

Company2013Pula

Financial assets:Available-for-sale-financial assetsTrade and other receivablesListed trading securitiesCash and cash equivalents

Financial liabilities:Interest bearing borrowings – long termInterest bearing borrowings – short termTrade and other payablesListed trading securities sold shortBank overdraft

Financial assets:Available-for-sale-financial assetsTrade and other receivablesCash and cash equivalents

Financial liabilities:


10 608 807224 742 840

3 049 00683 752 412

322 153 065

--

186 362 189464 382

-

186 826 571

1 639 0491 395 545

19 717 353

22 751 947

3 034 078

259 1941 682 825

16 000 025

17 942 044

2 276 105

1 639 0491 395 545

19 717 353

22 751 947

3 034 078

259 1941 682 825

16 000 025

17 942 044

2 276 105

21 180 571134 346 1235 276 905

69 805 677

230 609 276

2 757 3013 295 644

105 102 46595 169

2 119

111 252 698

10 608 807224 742 840

3 049 00683 752 412

322 153 065

--

186 362 189464 382

-

186 826 571

21 180 571134 346 1235 276 905

69 805 677

230 609 276

2 757 3013 295 644

105 102 46595 169

2 119

111 252 698

Group:

Company:


110 | PAGE

Determination of fair value and fair value hierarchy:

The group uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:

Level 1: quoted prices in active markets for identical assets and liabilities;Level 2: other techniques for which all inputs that have a significant effect on the recorded fair value are observable, either directly or indirectly.Level 3: financial assets are those financial assets whose fair value is based on inputs for the asset or liability that are not based on observable market data.

The following table shows an analysis of financial instruments recorded at fair value by level of the fair value hierarchy:



Level 1Group

Pula

Level 1Company

Pula

Level 1Group

Pula

Level 2Group

Pula

Level 2Company

Pula

Level 2Group

Pula

TotalGroup

Pula

TotalCompany

Pula

TotalGroup

Pula

Level 3Group

Pula

Level 3Company

Pula

Level 3Group

Pula

Financial assets:Available-for-sale financial assets (Note 15)Listed trading securities (Note 17)

Total financial assets

Financial liabilities:

Listed trading securities – sold short (Note 17)

Financial assets:

Available-for-sale financial assets (Note 15)

Financial assets:

Available-for-sale financial assets (Note 15)

Financial assets:Available-for-sale financial assets (Note 15)Listed trading securities (Note 17)

Total financial assets

Financial liabilities:Listed trading securities – sold short (Note 17)

Total financial liabilities

4 843 7663 049 006

7 892 772

464 382

15 383

18 893

9 294 1255 276 905

14 571 030

95 169

95 169

4 280 377

4 280 377

-

139 002

139 0002

11 785 147-

11 785 147

-

-

1 484 664-

1 484 664

-

1 484 664

101 299

101 299-

101 299

-

-

10 608 8073 049 006

13 657 813

-

1 639 049

259 194

21 180 5715 276 905

26 457 476

-

-

As at 30 April 2014

As at 30 April 2014

As at 30 April 2013

As at 30 April 2013

Company:

Group:

Group:

Company:



111PAGE |


LETTERS OF GUARANTEE- PARENT COMPANY

FINANCIAL INSTRUMENTS (continued)

EVENTS AFTER THE REPORTING PERIOD

FOREIGN CURRENCY TRANSLATION RATES

29.

28.

30.

31.

Imara Holdings Limited, the group parent company, has signed Letters of Guarantee for the benefit of the other creditors of a number of its subsidiaries, so much of their claims that would enable the claims of such creditors to be paid in full.

The Letters of Guarantee will remain in force and effect in respect of each subsidiary for which such an agreement has been given only so long as that subsidiary’s liabilities exceed its assets, fairly valued and shall lapse immediately upon that date.

Included in the Level 1 category are financial assets and liabilities that are measured in whole or in part by reference to published quotes in an active market. A financial instrument is regarded as quoted in an active market if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service or regulatory agency and those prices represent actual and regularly occurring market transactions on an arm’s length basis.

Level 2 financial assets comprise unlisted financial assets whose fair value is based on inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices). Level 2 financial assets include Botswana Stock Exchange Proprietary Rights and Angola Stock Exchange Securities which are accounted for using appropriate observable valuation techniques.

Level 3 financial assets comprise unlisted financial assets whose fair value is not based on observable market data. The valuations are based on directors valuations which include reference to management accounts, anticipated business prospects including likely cash flows, and knowledge on the sectors in which the businesses operate. Level 3 investments include the investment in Global Alliance Partners and Oryx Finance Limited. Significant increases or decreases in the inputs to the measurement would not result in a significantly higher or lower fair value.There have been no transfers between Level 1 and Level 2 instruments in either reporting period.

There have been no events, facts or circumstances of a material nature that have occurred subsequent to the reporting date which necessitate an adjustment to the disclosure in these Annual Financial Statements or the notes thereto.

2014 20122013 2011 2010

Pula : US DollarPula : British SterlingPula : South African RandPula : Kenya ShillingPula : Malawi KwachaPula : Mauritian RupeePula : Zambia KwachaSouth African Rand : US Dollar

Reciprocal rates:United States Dollar: PulaUnited States Dollar: RandBritish Sterling : PulaSouth African Rand : PulaKenya Shilling : PulaMalawi Kwacha : PulaMauritian Rupee : PulaZambia Kwacha : Pula

8.67014.5820.819

0.0980.0220.279

0.0016310.587

0.1150.0940.069

1.22110.187

45.8053.590

614.630

8.01212.4240.8860.0940.0190.249

0.001509.042

0.1250.111

0.0801.129

10.64952.086

4.019665.100

7.21011.7230.9370.0910.0460.268

0.001457.692

0.1390.130

0.0851.067

10.99421.9713.730

687.290

6.26810.4450.9520.0740.0410.246

0.001316.586

0.1600.152

0.0961.051

13.48924.3894.069

760.968

6.94810.6000.9400.0830.0440.209

0.001397.391

0.1440.135

0.0941.064

11.98622.9057

4.777718.178


112 | PAGE

Stanbic Nominees Botswana

Etana Trust

First National Nominees Proprietary Limited

BTCS Nominees Limited

Imara S P Limited

Fahris Limited

Capita Life & Pension

Regulated Services Limited

Standard Chartered Botswana

Nominees Proprietary Limited

Stanbic Nominees Botswana

Elsingham Investments Limited

Rhodora Limited

Cannon International Limited

Stanbic Nominees Botswana Proprietary Limited

Idlewild Investments Limited

Findlay James Anthony

Ostrer Neil Mark


Stock Market Investments Limited



Total number of shares held by the top 20 shareholders

Total number of shares in issue

SHAREHOLDER INFORMATION AT 30 APRIL 2014

Top 20 Shareholders of Imara Holdings Limited:

Legal status of shareholders:

Percentageinterest

Percentageinterest

Total sharesheld

Foreign

Country

Local

Reference

Number ofshareholders

NameRank

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

Companies - Botswana registeredCompanies - Foreign registeredIndividuals - Botswana residents - CitizenIndividuals - Botswana residents - Non CitizenIndividuals - Foreign resident - Non CitizenInvestment Companies And TrustsNomineesPension FundsStockbrokers

1841728729

5212

257

476 302

271 003 269 892

282 605

3 323 485

119 334

4 742 621

46 499 429

4 136 461

3 773 290

54 409 180

0.81%78.61%0.46%0.46%6.99%0.48%6.38%5.62%0.20%

100.00%

South Africa

Mauritius

South Africa

United Kingdom

Mauritius

Isle Of Man

United Kingdom

Mauritius

USA

Guernsey

Jersey

Guernsey

USA

Switzerland

United Kingdom

United Kingdom

United Kingdom

France

United Kingdom

United Kingdom

5 985 677

5 913 859

3 753 290

3 558 788

3 557 646

3 374 766

3 323 485

2 891 094

2 819 195

2 330 498

2 160 830

2 070 000

1 741 267

1 399 826

1 318 930

1 174 300

1 061 869

1 028 006

945 276

883 617

51 292 219

59 151 801

10.12%

10.00%

6.35%

6.02%

6.01%

5.71%

5.62%

4.89%

4.77%

3.94%

3.65%

3.50%

2.94%

2.37%

2.23%

1.99%

1.80%

1.74%

1.60%

1.49%

86.71%

JUST POINT NOMINEES

RET01

RC0008

H01947I

MAU 067/001

BNYFO

BNYFM

RC0068

RT0001

RC0001



113PAGE |

Shareholder spread:

Director, employee and public shareholder analysis:

Geographical spread of shareholders:

Share trading statistics:

SHAREHOLDER INFORMATION AT 30 APRIL 2014 (continued)

Percentageinterest

Percentageinterest

Percentageinterest

Share price at month endthebe

Number of shares held



Number of shares traded

Month

Number of share-holdersRange

Number of share-holders

Number of share-holdersCountry

0 - 100,000100,001 - 250,000250,001 - 500,000500,001 - 750,000

750,001 - 1,000,0001,000,001 - 2,000,0002,000,001 - 3,000,0003,000,001 - 5,000,000

5,000,001 - 10,000,000

Total shareholders & shares in issueDirectors of the company and its subsidiariesEmployees of the company and its subsidiariesPublic shareholders

Total

AustraliaBotswanaCanadaSwitzerlandGermanyFranceGuernseyIsle of ManIndiaJerseyMauritiusUnited KingdomUSASouth AfricaZambiaZimbabwe

May-13Jun-13Jul-13Aug-13Sep-13Oct-13Nov-13Dec-13Jan-14Feb-14Mar-14Apr-14

Total shares traded

2180

14122211

181712815

257

518 794 1 116 631

10 000 1 574 382

5 000 1 040 091

4 400 498 3 421 192 1 311

2 160 830 14 322 459

13 609 910 6 429 278 10 088 310 34 188 418 927

59 151 801

1 100 - 1 100 100 - -

284 337 7 380 246 658 2 567 968 1 909 5 808

3 116 360

0.88%1.89%

0.02%2.66%0.01%1.76%7.44%5.78%

0.00%3.65%24.21%23.01%10.87%17.05%0.06%0.71%

100.00%

224-

190192

--

185185185167167160

214 14

6 2 3 6 5 5 2

257

258 20 10

228

258

1 612 299 2 174 922

1 889 684 1 327 606

2 683 964 7 724 198

12 271 617 17 567 975 11 899 536

59 151 801

59 151 801 27 470 882

404 772 31 276 147

59 151 801

2.73%3.68%3.19%2.24%4.54%

13.06%20.75%29.70%20.12%

100.00%

46.44 0.68 52.87

100


114 | PAGE

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the twelfth Annual General Meeting of members of the company will be held at the Lansmore Hotel, Masa Centre, Western Commercial Road, New Central Business District Gaborone, Botswana on Thursday, 16th October 2014 at 0830 hours for the following purpose:

ORDINARY BUSINESS

1.

2.

3.

4.

Approval of the Annual Financial StatementsOrdinary resolution 1:

To receive, consider and if deemed fit, approve and adopt the audited Annual Financial Statements of the group and company for the year ended 30 April 2014, together with the Report of the Independent Auditors thereon.

Election of directorsOrdinary resolution 2:

To elect directors in place of those retiring in accordance with the provisions of the Company’s Constitution.

2.1 Mr John Legat retires as an executive director in terms of Clause 20 of the Constitution. Being available and eligible, he offers himself for re-election.

Full names: John Richard LEGAT Date of birth: 24th January 1963 Nationality: British Residential address: 6 Hampstead Road, Highlands, Harare, Zimbabwe. Principal work experience: Investment and asset manager - since 1984 Original date of appointment to the Board: 30 July 2003

2.2 Mrs Ann Mackeurtan retires as an executive director in terms of Clause 20 of the Constitution. Being available and eligible, she

offers herself for re-election.

Full names: Ann Caroline Howard MACKEURTAN Date of birth: 31st December 1950 Nationality: South African Residential address: 37 Saxon Road, Sandhurst, Johannesburg. South Africa Principal work experience: Stockbroking - 46 years of experience. Original date of appointment to the Board: 30 July 2003 2.3 Mr Michael Ndoro retires as a non-executive director in terms of Clause 20 of the Constitution. Being available and eligible, he

offers himself for re-election. Full names: Shongwe Michael NDORO Date of birth: 22th February 1965 Nationality: Zimbabwean Residential address: 19B Wayhill Lane East, Umwinsidale, Harare, Zimbabwe. Principal work experience: Financial services, retail and commercial farming Original date of appointment to the Board: 19th March 2007.

Extract from the Constitution of Imara Holdings Limited- Clause 20 – Election of directors: No resolution to appoint or elect a director shall be put to the holders of securities unless:

(a) the resolution is for the appointment of one director; or (b) the resolution is a single resolution for the appointment of two or more directors, and a separate resolution that it be so voted on, has first been approved without a vote being cast against it.

Directors’ remuneration- non-executiveOrdinary resolution 3:

To approve the remuneration of non-executive directors for the year ended 30 April 2014.

Non-executive directors’ remuneration for the year ended 30 April 2014 amounted to P1 648 948, (2013: P1 460 123), and is fully detailed in Note 16 to the Annual Financial Statements.

Directors’ remuneration- executiveOrdinary resolution 4:

To approve the remuneration of executive directors for the year ended 30 April 2014.

Executive Directors’ remuneration for the year ended 30 April 2014 amounted to P15 036 135, (2013: P13 232 107), and is fully detailed in Note 16 to the Annual Financial Statements.



115PAGE |

Auditor’s remunerationOrdinary resolution 5:

To approve the remuneration of the Independent Auditors for the year ended 30 April 2014.

Auditors remuneration for the year ended 30 April 2014 amounted to P4 105 824, (2013: P2 941 090). The components of the auditor’s remuneration are detailed in Note 4 to the Annual Financial Statements.

Appointment of independent auditorsOrdinary resolution 6:

To re-appoint Independent Auditors for the ensuing year ending 30 April 2015.

Messrs Ernst & Young have indicated a willingness to continue as Independent Auditors to the group & company for the ensuing year.

Ordinary dividendOrdinary resolution 7:

To approve the payment of an ordinary dividend of 5 (five) thebe per share in cash, on 22 September 2014, to all shareholders registered in the books of the company on 5 September 2014, resulting in a total dividend payment of P2 957 590.

Other business

To transact such other business as may be transacted at an Annual General Meeting.

VOTING AND PROXIES

A member entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy or proxies to attend, speak and vote in his / her stead. The proxy need not be a member of the company.

The instrument appointing such a proxy must be deposited at the offices of the company not later than 48 hours before the start of the meeting.

By Order of the Board

DE STONECOMPANY SECRETARY26 August 2014

NOTICE OF ANNUAL GENERAL MEETING (continued)

5.

6.

7.

8.


116 | PAGE



117PAGE |

Signed at

Signature

Assisted by (if applicable)

on 2014

For use at the twelfth Annual General Meeting of members of the company to be held at the Lansmore Hotel, Masa Centre, Western Commercial Road, New Central Business District Gaborone, Botswana on Thursday, 16th October 2014 at 0830 hours for the following purpose:

PLEASE READ THE NOTES HERETO BEFORE COMPLETING THIS FORM

I/We

NAME(S) IN BLOCK LETTERS

being the holder/holders of

in Imara Holdings Limited, do hereby appoint (see note 2 below)

1.

2.

3. the Chairman of the Annual General Meeting

as my/our proxy to act for me/us at the Annual General Meeting of the company, to be held at the Lansmore Hotel, Masa Centre, Western

Commercial Road, New Central Business District Gaborone, Botswana on Thursday, 9th October 2014 at 0830 hours, or any adjournment

thereof, for the purpose of considering and, if deemed fit, passing, with or without modification, the resolutions set out in the Notice of

Annual General Meeting and to be proposed thereat, and to vote for and/or against the resolutions and/or abstain from voting in respect

of the ordinary shares registered in my/our name/s (in accordance with the following instructions):

FORM OF PROXY

(Number of) ordinary shares

Ordinary resolution 1

Ordinary resolution 2.1








For Against Abstain

or failing him/her;

or failing him/her;


118 | PAGE

NOTES:

1.

2.

3.

4.

5.

6.

7.

Each ordinary shareholder is entitled to appoint one or more proxies (who need not be a member of the company), to attend, speak and vote in place of that ordinary shareholder at the Annual General Meeting.

A shareholder may insert the name of a proxy or the names of two alternative proxies of the shareholder’s choice in the space provided, with or without deleting “the Chairman of the Annual General Meeting”, but such deletion must be initialled by the shareholder. The person who is to be present at the meeting and whose name appears first on the form of proxy and whose name has not been deleted shall be entitled to act as proxy to the exclusion of those whose names follow.

If the shareholder completing the proxy does not indicate how the proxy is to vote on any resolution, the proxy shall be deemed authorised and be entitled to vote on such resolution as he / she deem fit.

The authority of a person signing proxy under a power of attorney of a company must be attached to the proxy unless that authority has previously been recorded by the Company Secretary or is waived by the Chairman of the Annual General Meeting.

Forms of proxy must be lodged at or posted to the address of the company, to be received not later than 48 hours before the start of the meeting, as follows:Imara Holdings Limited, Unit 6, Second Floor, Morojwa Mews, Plot 74769, Western Commercial Road, New Central Business District, Gaborone,or Private Bag 00186 Gaborone.

The completion and lodging of this form of proxy shall not preclude the relevant shareholder from attending the Annual General Meeting and speaking and voting in person thereat, to the exclusion of any proxy form which is completed and / or received other than in accordance with these instructions, provided that he/she is satisfied as to the manner in which a shareholder wishes to vote.

Any alteration or correction to this form must be initialled by the signatory/signatories.

FORM OF PROXY


120 | PAGE

Annual R

epo

rt 2014


Unit 6, Second Floor, Morojwa Mews,Plot 74769, Western Commercial Road, New CBDGaborone, Botswana

www.imara.com

Cover image: Mihlali Sambu.

A visitor to Mgwalana village is struck by the sense of space and ownership its custodians enjoy, and the apparent lack of crime. Such close-knit communities that operate under traditional tribal law have deeply engrained and vitally, expressed “Isiduko” and “Ubuntu”. A sense of identity and practical compassion form part of the nerve centre that commands a healthy clanship system. Nearly ten years of immersion in the reality of a city township like Khayleitsha (where crucial elements of social belonging and economic enfranchisement tend to disintegrate) have only sharpened Teddy’s appreciation

of these Xhosa values. Teddy was deeply moved on his return by the realisation that there were kids like Likhona and Mihlali who actively perceive him as a role model. “I found myself weeping tears of joy. I couldn’t believe that there were people who looked up to me.” However, this was a bitter-sweet discovery for the Imara Lightwarrior. “It saddens me when I look at the poor education system, particularly in the Eastern Cape because I have high hopes for this next generation. I want youngsters like Likhona and Mihlali to be blessed with a good educational future.”

Imara Annual Report 2014 designed and typeset by Subtract Digital

Photography by Athol Moult and Teddy Shambu

Copywriting of “CSI Initiative” by Nicol Ritchie

Financial statements printed on Cyclus Offset uncoated paper. Cyclus Offset is 100% recycled and environmentally friendly.

Imara Holdings Limited 2014 annual report

Investor Relations

Transcript of Imara Holdings Limited 2014 annual report