INTEGRATED ANNUAL REPORT - Home | Gold Brands · Scope of this report Gold Brands Investments Limited’s (Gold Brands or GBI or the group or the company) integrated annual report

INTEGRATED ANNUAL REPORT

Scope of this report

Gold Brands Investments Limited’s

(Gold Brands or GBI or the group or the

company) integrated annual report for the

fi nancial year ended 29 February 2016 covers

the activities and performance of the company,

which includes its subsidiaries. It aims to

provide a balanced, comprehensive and

complete view of the business by reporting on

the fi nancial and non-fi nancial performance

of the group, thereby enabling stakeholders

to make an informed assessment. The report

includes a review of the trading brands and

the business model in order to provide insight

into how the various trading operations work

together.

This is Gold Brands’ fi rst integrated annual

report since its listing on the JSE’s AltX and, to

the best abilities of the company, the content

of the report is intended to provide a balanced

overview of the business, the industry and the

company’s strategic objectives in line with best

practice for its peer group.

The report highlights the opportunities, risks and

material issues faced by the group in the normal

course of business as well as its governance.

The report is presented in accordance with

IFRS, the requirements of the Companies

Act, the JSE Listings Requirements and

the principles of King III. The International

Integrated Reporting <IR> Framework

released on 8 April 2014 by the International

Integrated Reporting Council has also been

taken into consideration. This framework has

been adopted across the world and focuses

on companies providing relevant, reliable,

comparable and comprehensive information

pertaining to their business operations and

capital employed.

Forward-looking statementsThis integrated report may contain certain

forward-looking statements concerning

Gold Brands’ operations, economic

performance and fi nancial condition, and

plans and expectations. Such views involve

both known and unknown risks, assumptions,

uncertainties and other important factors

that could materially infl uence the actual

performance of the company. No assurance

can be given that these will prove to be correct

and no representation or warranty expressed

or implied is given as to the accuracy or

completeness of such views or as to any of the

other information in this integrated report.

AssuranceGold Brands’ Independent Reporting

Accountant, Nexia SAB&T, has assured

the audited group and separate fi nancial

statements, with a copy of their independent

audit report on the group and separate fi nancial

statements contained in this report.

Approval of this integrated annual

report The board confi rms its responsibility for the

integrity of this integrated annual report. The

content has been collectively assessed by the

board and in its opinion this report addresses the

material issues that could potentially impact the

performance of the group.

The board has accordingly authorised the

release of this integrated annual report 2016.

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Gold Brands Investments Limited

INTEGRATED ANNUAL REPORT 2016 1

2 Group highlights

About us 4

8 Our business model

Our brands 10

12 Geographic footprint

Critical success factors 13

14 How it all started…

Chesanyama’s four-year journey at a glance 16

18 Industry overview

Strategy 20

21 Material issues and key risks

Chairman’s letter 24

26 JSE listing day 2016

Chief executive offi cer’s message 28

32 Board of directors

Corporate governance 34

36 Remuneration report

Social and ethics committee initiatives 38

41 Stakeholder engagement

Audit and risk committee report 44

46 Directors’ responsibilities and approval

Independent auditor’s report 47

48 Directors’ report

Compliance statement by the company secretary 49

50 Statement of fi nancial position

Statement of comprehensive income 51

52 Statement of changes in equity

Statement of cash fl ows 53

54 Notes to the annual fi nancial statements

Shareholders’ analysis 84

85 Notice of annual general meeting

Form of proxy 91

93 Notes to the form of proxy

Corporate information ibc

Contents


INTEGRATED ANNUAL REPORT 20162

Strategic highlights

Acquisition of BlackSteer brand in March 2015 with 17 stores

opened to date

Listing of Gold Brands on the JSE’s AltX under the abbreviated

name “Gold Brands”, trading code GBI, on Friday,

12 February 2016

Partnership being established to open Chesanyama in the USA,

with fi rst store opening in USA planned for fi rst quarter of 2017

Solid progress with expansion negotiations in Mozambique

and Ghana

Operational highlights

One of the fastest growing franchise companies in southern Africa

with a new store opening on average every fi ve days

Milestone reached with 300th Chesanyama franchise opened and

further sites being identifi ed for new franchise applicants

Industry recognition of Chesanyama brand:

RASA Franchise of the Year 2015 award

Celebrated Chesanyama’s RASA Rosetta Award for Best

Take-Away in 2015

Central kitchen/production plant launched to ensure product

consistency to franchised outlets

Sustainability highlights

More than 3 000 jobs created through franchise network

>85% of franchisees from previously disadvantaged backgrounds

Chesanyama head offi ce sponsored the Kliptown Easter Soccer

Tournament, and donated food to Jabavu East Primary School and

the Poulus Mosima Primary School

Equal opportunities employer with 45% women at head offi ce

and 29% female representation on the board; and 45% of senior

operational staff are black with three black non-executive directors

Sponsored Golden Gloves, the biggest boxing promoters in

South Africa from 2014 to 2015

Group highlights

million 2015: R44,9 million*

R60,6

Gross profi t

UP 35,0% to

million 2015: R8,9 million

R11,0

Operating profi t

UP 23,5% to

cents per share10,25Earnings per share

cents per share48,94Net asset value per share

million 2015: R207,0 million*

R235,5

Revenue

UP 13,8% to

* Including BlackSteer.



Post year-end achievements

Announced acquisition of 100% of Mama Chakas, supplying affordable meals from all South African

ethnic cultures with 14 outlets and retailing products through 27 forecourt stores, predominantly in the

Western Cape

Launch of Hot Chicks franchise concept, a new offering targeting the lower end market with its fried

chicken “big value-for-money” offering on a simplifi ed menu with two stores opened to date

Financial highlights

2013* 2014* 2015* 2016

Turnover (R) 24 565 174 138 375 945 207 039 723 235 502 971

Gross profi t 4 646 670 26 030 708 44 941 270 60 608 447

Gross margin (%) 19 19 22 26

Earnings before interest, tax, depreciation,

and amortisation (EBITDA) (R) (2 701 842) 6 834 404 10 731 040 13 385 909

EBITDA margin (%) (11) 5 5 6

Total comprehensive income (2 770 040) 4 982 206 5 929 991 8 953 880

Earnings per share (cents) (3,26) 5,86 6,98 10,25

Headline earnings per share (cents) (3,26) 5,86 7,95 10,25

Cash and cash equivalents 475 942 1 635 637 547 146 3 107 306

Net asset value per share (cents) (3,26) 2,60 9,58 48,94

Tangible net asset value per share (cents) (3,26) 2,60 9,58 38,19

Number of shares in issue 85 000 000** 85 000 000** 85 000 000** 110 000 000

* Including BlackSteer.

** For illustrative purposes only.

0

50 000 000

100 000 000

150 000 000

200 000 000

250 000 000

2013

Turnover (R)

2014 2015 2016

-4

-2

0

2

4

6

8

10

12

2013

Earnings per share (cents)

2014 2015 2016

0

5

10

15

20

25

30

2013

Gross margin (%)

2014 2015 2016

-10

0

10

20

30

40

50

2013

Net asset value per share (cents)

2014 2015 2016



About us

We started out in 2012 with only one Chesanyama store at Wits University. Encouraged by

the Chesanyama franchise’s amazing growth, we launched 1+1 Pizza, followed by both

Opa Pitaland and Chicken Wild Wings in 2013, and Gold Brands Sauces (renamed Gold

Brands Food Services) in 2015.

By the end of 2015 our little franchise business

had grown to a total of 331 stores across our

fi ve brands.

2016 saw us listing on the JSE AltX.

There is no doubt that these are exciting times

and that Gold Brands is proving itself as a

major player in the industry.

Our history

During our bumper year of 2015, we acquired

the legendary BlackSteer brand and celebrated

Chesanyama’s RASA Rosetta Award for Best

Take-Away and Franchise of the Year – and its

294th store!

Who we are

Gold Brands is a platform that drives the aggressive expansion of high-grossing, fast-moving franchises.

The founders of the company collectively have more than 40 years of franchising experience, and have

successfully rolled out more than 300 stores, enabling the company to provide potential franchisees with

unrivalled knowledge, experience and opportunities.

With fi ve strong brands to choose from, managed by Franchising to Africa and manufacturing, production

and distribution of products by Gold Brands Food Services, Gold Brands has developed a unique model

that has to date supported its strong growth in the highly competitive food franchising industry.

Reasons for listing:

Providing access to capital to

accommodate future growth

Increasing Gold Brands’ profi le

Adding value to Gold Brands’

proposition to clients, prospective

partners and staff

Consolidating and improving

the management and reporting

structures, thereby challenging

Gold Brands to beat its internal

expectations of success

Focusing the attention of

prospective investors on the

merits of investing in Gold Brands,

thereby helping to enlarge the

potential investor base for Gold

Brands shares

Providing a mechanism for the man

in the street to access the fast-food

industry in South Africa and Africa



We have a vision to become the leading franchise company, both within the South African and

international markets, by offering our customers unique and authentic brands with unbeatable value

– backed by our cost-effi cient and reliable supply chain and our simple, clever business models.

Our mission is:

To launch new, exciting and unique concepts, and expand our existing portfolio to

include brands in international locations wherever we choose

To maintain our quest for innovation, consistently developing new and delicious

products and recipes that will surprise and delight our customers

To provide affordability to our customers and profi tability to our franchisees by

sourcing local ingredients and products via our supply chain

Being committed to offering comprehensive support, training and development to

our franchisees and their teams

To provide opportunities for personal wealth within the Global Brand family as

franchise owners, staff or business partners

To honour our responsibility to the upliftment and support of our local communities

Our vision and mission

Group structure

100%

100%100%

100%

Gold Brands

Investments

Limited

Franchising

to Africa

Proprietary Limited

Gold Brands

Food Services

Proprietary Limited

Gold Brands Chesanyama Proprietary

Limited

Butchers Grill Proprietary

Limited

Pitaland Proprietary

Limited

Chicken Wild Wings Proprietary

Limited

Black Steer Enterprises Proprietary

Limited

Sauce World Proprietary

Limited

One Plus One Pizza

Proprietary Limited



Chesanyama knows all about how to have a good braai. It’s a lifestyle… the real South African way



QUALITY MEAT GOES A LONG WAY Good quality meat is a vital factor to a lekker braai! At Chesanyama

we use only A-grade meats, fl ame-grilled to perfection. GOOD HEAT GOOD BRAAI Braai it right! Make

sure to push all the coals into one spot so that it’s super hot. That way you’ll always get some great heat for

your meat. GOOD BASTING FOR THE TASTING A good marinade adds all the taste to your meat! Pick a

marinade full of fl avour and allow the meat to marinate overnight for that nyamalicious fl avour. AN ARTIST

REQUIRES HIS TOOLS Get your tongs ready! Make sure your tongs are easy to hold and have a good grip

on your meat. Lay out a few deep aluminium dishes, or use oven trays lined with foil, to store the braai meat

and keep it warm.

WHAT’S A BRAAI WITHOUT COMPANY?

No good braai is complete without some lekker

family and friends to share it with! Invite your friends

and family over to share in the good times.TH

E H

OW

S O

F B

RA

AIN

G

A great cooking technique… fl ame + meat + unique spices = dinner… nyamalicious!

Activities

Sourcing

Manufacturing

Menu and store design

Distribution

Back offi ce support and

centralised POS

Retail

AActivities

Sourcing

Manufact

Menu an

Distributi

Back offi c

centralise

Retail

Support to franchisees

Ve

rtic

al

inte

gra

tio

n

Gold Brands’ business model is founded

on the following principles:

1. Our franchises are among the most

affordable fast-food/take-away franchises

in South Africa

2. Our brands are conceptualised to deliver

an identifi ed gap in the food market,

for example: owning the braai

positioning

3. Our supply chain is vertically

integrated from sourcing to

manufacturing and logistics to

distribution

4. We are differentiated by our ability

to quickly develop and roll out

new food concepts, and

reinventing these as markets

change

5. Our brands are diversifi ed

through their appeal to

customers across all

LSM levels

6. We support our owner

operators with fi nancial

accounting services,

regular menu reviews,

innovative store designs

and highly trained staff

The end result

ensures a

memorable

service

and taste

experience

to our end-

customers



Our business model

Head office functions

Training

Governance

Finance

Human resources

Marketing

Franchising

Head of function

TTraining

Governa

Finance

Human r

Marketin

Franchis

Shareholder returns

Community Consumers

Brands

Shareh

Community

Brands

Franchises



Inn

ov

ati

on

®

®



Our brands

Serving the best matured

A-grade meats, fl ame-grilled in

open-plan kitchens, enhanced

by our secret traditional pap and

relish or freshly cut chips

Menu includes legendary

gourmet smash burger, fall-off-

the-bone ribs, hand-cut steaks,

made-from-scratch sides, and

freshly made bread. Almost all

products served are handcrafted

and larger portions offer value

for money

Our pizzas are generating high-

volume sales and are creating

a demand for the entrepreneur

wanting a good return on

investment

Diverse menu, catering to

every South African’s needs,

from crunchy chicken wings, to

grilled chicken, to grilled chicken

burgers, fresh-cut chips and an

assortment of beverages

Products appeal to a wide

demographic group with

Mediterranean tastes

“Traditional fl ame-

grilled tastes”

“The original rib ranch

known for its burgers,

legendary ribs

and steaks”

“Buy one and get

one free”

“Offers quality tasting

chicken at affordable

prices”

“The market leader in

the high growth and

healthy Mediterranean

food category”

301*stores

17*stores

4*stores

13*stores

4*stores

Our offering Value proposition

www.chesanyama.co.za

www.blacksteer.co.za

www.oneplusonepizza.co.za

Serves larger than palm-sized

crispy chicken that is deep-fried

to perfection. It is moist and

tender on the inside and bursting

with fl avour on the outside

“Fried to order and

larger than normal

offerings”

2*stores

®

®

* Store numbers as at end of June 2016.



RASA Rosetta Awards in 2015 for:

• RASA Franchise of the Year

• Best Take-Away

Debut television campaign launched

in December 2015

• Broaden brand’s demographic appeal

• Adopt more selective approach to new sites

with bias towards major shopping malls

• Open fi rst store in US and expand

internationally

• Launch meat spice and chicken marinades

into retail

Brand image re-engineered in 2015

to ensure that the “Living Legend”

lives on. Now positioned to take

leadership in the steak house and

take-out sectors

• Expand into retail market with ribs and

sauces

• Launch brand internationally

• Increase penetration of rib and burger

offering into major shopping malls

First two stores launched since

May 2016

• Bed down new concept

• Gain critical mass and grow brand

Ongoing investigations to migrate

appeal into higher LSMs through

restaurant dining experience

• Explore tavern concept to localise

enjoyment of Mediterranean food

Revising business model to take

advantage of gaps identifi ed in the

market

• Implement new business model

Our proven experience and

superior product secures us

success in becoming one of the

leaders in the pizza industry

• Grow into residential shopping mall

segment

• Adapt offering to deliver greater

convenience to consumers

GoalsProgress/achievements



Legend

Chesanyama

BlackSteer

Hot Chicks

Other

Geographic footprintas at 30 June 2016

Set-up cost Royalty Marketing contributions** Average store size

Chesanyama R512 000 4% 1% 75m2 – 200m2

BlackSteer* R10 000/m2 5% 2% 75m2 – 200m2

Hot Chicks R450 000 4% 1% 75m2

1+1 Pizza R800 000 4% 2% 75m2 – 150m2

Opa Pitaland R10 000/m2 4% 2% 160m2

Wild Wings R900 000 4% 2% 75m2 – 150m2

* BlackSteer Rib Ranch (>200m2) and BlackSteer Rib and Burger (75m2 – 200m2).

** Percentage of turnover.

Legend

Chesanyama

BlackSteer

Hot Chicks

Other

NORTHERN CAPE

EASTERN CAPE

FREE STATE

NORTH WEST

LIMPOPO

GAUTENGMPUMALANGA

KWAZULU-NATAL

WESTERN CAPE

1

17

9

1

166 13 2 15

18

19

42 1 1

19 3 3

BOTSWANA

ZAMBIA

ZIMBABWE

3 2

1

11

2

NAMIBIA

LSM breakdown per brand

LSM groups 10 9 8 7 6 5 4 3 2 1

✔ ✔ ✔ ✔ ✔

✔ ✔ ✔ ✔ ✔ ✔

✔ ✔ ✔

✔ ✔ ✔ ✔ ✔

✔ ✔ ✔ ✔ ✔ ✔ ✔

✔ ✔ ✔ ✔ ✔

MOZAMBIQUE

SWAZILAND

1

®

®



Critical success factors

The ‘middle man’ in supply chain impacts costs and product consistency

By sourcing raw materials directly from our suppliers we are able to secure produce more cost effectively.

We are committed to sourcing quality products including only A-grade meat.

Outsourced trucks limits reliance on delivery

We have invested in our own fl eet of trucks, which is more cost effective and gives us total control over our

deliveries.

Our trucks are multi temperature vehicles, allowing us to supply frozen products and dry stock on one route.

Invest in production machinery and storage facilities

We invested in our own manufacturing and storage facilities to ensure the consistency of products supplied

to our franchisees and consumers.

The right people in the right place

We have recognised that our ability to meet our growth objectives depends on attracting and retaining the

right skilled labour to continue delivering value to our franchise partners and offer them the support they

need.

Financial management store support

We have partnered with a fully fl edged accounting service provider that assists our franchisees in managing

their day-to-day fi nances, having recognised that fi scal discipline is critical to small business longevity.

Marketing and innovation is key to our success

Our brands have rapidly gained acceptance among consumers and demand for outlets from new

franchisees, based on our effective marketing capability and our constant innovation of store designs and

menus.

Consistent service

We continually invest to upskill our staff at head offi ce as well as at a store level to ensure an appealing

in-store experience for our end-customers.

Sponsorship and PR provides an impressive ROI

Our investment in community initiatives and sponsorships puts us in the hearts of the communities in which

we operate, creating a personal link between our brands and all our consumers.

Franchising is all about partnerships

We offer the most cost effective food franchises in South Africa, enabling emerging entrepreneurs to go

into business, and are seeing increased appetite to take on multiple stores and brands to create long-term

partnerships.



How it all started…

Flame grilling 192 tons of our legendary ribs and 24 million lean briskets per year



My entire working career has revolved

around the food industry, starting with

my fi rst job at age 16. Over this time

I have built about ten successful food

brands: my passion is for themed

restaurants. A highlight of my career

was growing the Fish & Chip Co.

brand from a single store to a highly

successful network of more than

202 franchise stores in three years,

which we sold to Taste Holdings

in 2012.

We founded Gold Brands about four

years ago, and in this time we quickly

built up the Chesanyama brand to the

network of more than 300 franchises

we have today. We also launched four

new brands from scratch, and all show

good potential. We update our menus

at least every six months to keep our

consumers coming back for more.

These include promotions to launch

new items which we develop and test

at our head offi ce test kitchen. We keep

our winning products on the menus

long term.

When we conceptualise a new brand,

we always look for a gap in the food

market. With Chesanyama this was the

South African “braai” concept. Every

South African loves a good braai,

and the appeal extends beyond our

borders to international markets where

everyone loves a good barbecue! The

rapid uptake of the brand, which was

awarded the RASA Franchise of the

Year 2015, shows how we identifi ed

and fi lled a gap in the market.

Our differentiators are the speed at

which we roll out our new concepts and

the uniqueness of all these brands. We

are excited by the prospect of creating

something that will fi ll a gap and appeal

to our consumers – we believe that

this is our recipe for success. In the

current market, the consumer is also

looking for value-for-money. We have

a track record of launching brands

that appeal to consumers across all

LSMs, increasing the resilience of our

business model.

From our franchisees’ perspective, we

also look at offering value-for-money

and a proven business model. We do,

however, encourage all franchisees to

be hands-on operators to ensure the

fi nancial sustainability of their stores.

A Chesanyama franchise is the

most affordable fast-food/take-away

franchise in South Africa. It is the

most talked about local food franchise

brand at the moment! The low initial

cost has facilitated many emerging

entrepreneurs to open up their

own businesses. In addition to our

innovative menus and store designs,

we source, manufacture and distribute

pre-packaged ingredients; cutting

out the middleman and offering our

partners sustainable margins with

consistent quality. We have developed

a suite of accounting services that

we make available to our franchisees,

enabling them to effectively manage

the fi nancial side of their businesses.

We believe that our innovative approach

and support for our franchisees is a

critical success factor which has led to

a success rate of more than 90% among

our franchisees.

We are really excited about the opportunities in the food

franchise market, both in South Africa and internationally

and we believe that with our track record in the industry,

the future for Gold Brands is an exciting one!

Stelio Nathanael, Chief operating offi cer

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2012

Chesanyama’s four-year journey at a glance

March 2014

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100th store milestone

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July 2012: Chesanyama Park Station opens

First time Chesanyama branding used

50th store Bochum Plaza

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February 2013

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Launch of the MAK-HULU

BURGERBURGE

Chesanyama on TV December 2015 hesanyama on TVDecember 2015

Multiple store owners: 22 franchisees

Debut into major malls

A major milestone Chesanyama had a total of

301 stores (June 2016)

Opening of the ‘New Look’ Chesanyama

Braamfontein

301 stores

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Debut into major mallsmajor malls

A major milestone Chesanyama h d total of

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Since we started Gold Brands in 2012, we have consistently invested in innovative marketing

and advertising campaigns as well as ongoing in-store promotions and community initiatives.

This is supported by an active presence on social media and online. We believe that this keeps

our brand exciting and our customers coming back for more.

Stelio Nathanael, Chief operating offi cer



Industry overview

The fast-food franchise industry

remains one of the fastest growing

and most successful segments of the

retail sector. The franchising model has

taken the restaurant market by storm

as the preferred business model for

many entrepreneurs. This is largely

because being part of a franchise

chain affords the franchisee access to

additional advertising and marketing

resources, as well as ready-made

brand recognition.

The current economic climate does

little to deter South African families from

visiting fast-food franchises, increasing

their popularity among entrepreneurs.

However, in order to attract and sustain

a strong customer base, fast-food

franchisors must ensure that menus

offer customers value-for-money.

In this highly competitive market,

staying ahead of the curve from a

marketing perspective is essential.

The franchising marketing model has

proven equally effective across low-

income neighbourhoods as well as

the middle class and tourist locations.

However, menus need to be updated

regularly to respond proactively to

competitors’ offerings, refl ecting the

“value-for-money” concept. A unique

selling point is to combine low prices

with high quality.

Industry entry criteriaThe main requirement for a successful

franchise brand and product is

developing what the market requires at

the right time. At fi rst glance this may

seem easy, but after developing the

product idea and concept, it has to be

produced and tested. This requires

capital, usually for one initial store.

However, once the concept proves

viable and a decision is taken to

franchise, costs escalate exponentially

with the required registration of

trademarks, building of stores,

developing of franchise agreements

etc. Accordingly, initial access into the

food industry as a stand-alone store or

business is cheaper than developing a

fully fl edged franchise business.

Furthermore as the franchise develops,

the business evolves from a single

store into a multi-faceted franchise

business which must source products

for franchisees, provide training to

franchisees, deliver marketing on

Source: Business Day April 2015/

FNB Summit November 2015

South Africa’s

franchise

industry

Franchising

contributes 12,5%

to SA GDP

Turnover around

R300 billion

More than

600 franchised

systems

31 000 franchise

outlets

17 business

sectors

Employing over

320 000 people

Franchising only

has a 10% failure

rate vs. 90% for

independent

businesses

Entry criteria food

franchising business

affordable



behalf of franchisees, negotiate store

locations with landlords on behalf of

franchisees, manage logistics and

manufacturing, and control cash fl ow,

debtors and creditors.

Initial entry criteria into the food

industry are relatively cheap and

simple at outset but become more

complicated when a franchise is

developed. This in itself becomes a

prohibiting factor to most entrepreneurs

and, coupled with the general lack of

development funding in South Africa,

substantially strengthens the position of

successful franchisors.

A franchisor does not have any

licensing requirements to operate, but

each individual store has restaurant

specifi c standard licensing, including:

• Fire certifi cate;

• Department of Health certifi cate of

acceptability;

• Trade licence or business licence;

• Extraction cleaning certifi cate;

• Liquor licence (optional if store sells

liquor);

• SAMPRA/SAMRO/TV licence

(if store plays music or has TV); and

• Pest control certifi cate.

Other industry-specifi c licences

include:

• Business or trade licence;

• HACCP (Hazard Analysis Critical

Control Point) certifi cation; and

• Compensation for occupational

injuries and diseases.

Customer profi leGold Brands’ direct customers are

its franchisees, who are its valued

business partners. Individual

franchisees are from disparate

backgrounds and LSMs in line with the

nature of the brands that Gold Brands

has to offer. As a result, Gold Brands

experiences and services a wide range

of people from the whole population

of South Africa and is accessible to

prospective franchisees from all income

groups.

Chesanyama is known as the cheapest

entry-level food franchising business

in South Africa with the lowest fi xed

monthly franchise fee and exceptional

support and business guidance from

the franchisor.

BlackSteer is at the higher end of the

income and franchising sector, catering

to higher LSMs. It has much higher

set-up costs and franchise royalties,

but its franchisees are typically more

experienced with deeper knowledge of

the food industry.

Gold Brands’ indirect customers are the

public who frequent its establishments.

Gold Brands’ unique advantage in

South Africa is that its brands cater for

all LSMs, thus all South Africans are its

indirect customers.



Strategy

Strategic driver Progress

Expansion of national footprint • A new store opened, on average every fi ve days

• Acquisition of Mama Chakas (announced post year-end) will expand menus and

increase presence in Western Cape

Franchisee added value • Accounting services offered to franchisees to assist in managing fi nancial aspects

of their stores

• In-store mentorship and support for operators

Supply chain volume increase • Gold Brands’ direct relationship with suppliers enables franchisees to benefi t from

its buying power

Infrastructure enhancement • Launch of central kitchen/production factory to ensure consistent quality and

portion consistency at store level

Menu and marketing innovation • Menus reviewed at least bi-annually to stay ahead of trends

• New store designs developed for roll out in 2017

Improved margin • Vertical integration of supply chain includes direct sourcing of high-quality

ingredients which are prepared, pre-packaged and delivered to stores

International expansion

and acquisition

• On track to open fi rst Chesanyama store in USA (fi rst quarter 2017)

• Good progress with expansion negotiations in USA, Mozambique, Ghana and Iran

MENU AND MARKETING

INNOVATION

INFRASTRUCTURE

ENHANCEMENT

INFRASTRUCTURE

ENHANCEMENT

SUPPLY CHAIN

VOLUME INCREASE

EXPANSION OF

NATIONAL FOOTPRINT

FRANCHISEE

ADDED VALUE

IMPROVED MARGIN

INTERNATIONAL EXPANSION

AND ACQUISITION



Gold Brands’ recently formed risk committee has started identifying and evaluating the risks facing the business, including an

analysis of the impact and mitigation measures. This process is ongoing and will continue into the 2017 fi nancial year.

The top fi ve current risks facing the business are described below:

Risk/material issue Impact Current mitigation measures

Franchisee profi tability • Directly infl uences Gold Brands’

debtors and cash fl ow from raw

materials supplied to stores

• Franchise owners are required to be hands-on

operators

• Valued added support to franchisees, including

accounting services and in-store assistance

to ensure correct set up of stores and effi cient

operation

• Continuous upskilling of store operators

• Increasingly selective approach to vetting new

franchisees

Skilled and passionate head

offi ce staff

• Responsible for implementing

franchise model with strong

infl uence on successful

operation of each franchise

through ongoing interactions

• Affects ongoing economic

sustainability of franchises

• Ongoing training and development

• Improved profi le due to AltX listing enhanced ability

to attract highly skilled and motivated staff

• Strong innovation and fl exible brand concepts

enhance Gold Brands’ employer value proposition

Impact of systemic risks such

as droughts or fl oods on the

ability to secure raw materials

e.g. maize meal, potatoes,

meat, chicken or tomatoes

• Availability of high-quality

ingredients and higher input

prices

• Menu innovations to continue offering value-for-

money meals. Chesanyama will continue developing

unique braai offerings and our other brands will

continue to innovate authentic taste

• Listing has enhanced ability to secure product

• Generator installed at head offi ce to ensure

consistent production and storage

Cost and availability of power • Loss of perishable stock during

power cuts

• Interruption of meat processing

and manufacturing to fulfi l

franchisee/consumer demand

• Generator installed at head offi ce to ensure

consistent production and storage

Increasing threat of cyber

crime

• Loss of data and possible

fi nancial losses

• Interrupted ability to service

franchisees

• Upgraded security across all head offi ce IT systems

• Continuous monitoring of threats to ensure adequacy

of ICT security

Material issues and key risks



BlackSteer “The Original” Steak House since 1963, famous for our steaks, burgers and legendary ribs



Our family of franchisees have stood the test of time and seen the competition come and go. The future looks

bright for the BlackSteer group as vast resources and extensive franchising expertise are now available through

Gold Brands. Our re-engineering of the brand image ensures that the “Living Legend” lives on!

The group is now set to become the market leader in the steak house and take-out sectors. BlackSteer

is looking for vibrant and resourceful franchisees with a hands-on approach to business, to join our dynamic

group. We offer a turnkey solution and a complete support package with operational, fi nancial, marketing

and training support with continuous and individual attention from our highly experienced operational staff.

The BlackSteer brand is now well placed to take a

leadership position in the steak house and take-out

sectors.TH

E L

IVIN

G L

EG

EN

D P

RO

SP

ER

S

With age comes wisdom… fresh look, same great taste



Chairman’s letter

It is my pleasure to present this fi rst letter as chairman of Gold

Brands, which has the makings of a highly successful franchise

company.

to 301 stores at the end of June 2016

and some 41 approved applicants.

BlackSteer, with its strong brand

recognition in the higher LSM markets,

has grown from just a single store

when it was acquired in March 2015

to 17 stores today. Hot Chicks, Gold

Brands’ newest concept targeting an

identifi ed gap in the market for hearty

chicken meals, is already making its

mark with two stores opened in the

fi rst month and good demand from

interested franchisees.

Gold Brands’ involvement in building

successful franchise brands from the

ground up means that it intrinsically

understands the challenges faced by

a new franchise entrepreneur. For the

franchisee, it’s not just about fi nding a

winning and affordable concept to invest

in, but fi nding a partner who will provide

long-term business support. Through

decades of involvement in the food

industry, Gold Brands’ management has

built solid relationships with landlords.

Its ability to source the right location

for stores has been a critical success

factor. But it does not stop here, the

company provides ongoing value added

services after opening to make sure that

the fi nancial aspects of the business

are managed. And on top of this come

the innovation, store design and regular

menu updates, sourcing and supply of

products.

Gold Brands will be single-minded in

adding value to shareholders, growing

strong and sustainable franchisees,

providing consumers with innovative

menu options and lastly, making a

difference in the communities we serve.

Clifford David Raphiri

Chairman

31 August 2016

ClClififfofordrddrddd DDDDDDavavavavavavidididdiddid RRRRRRapapapapappphhhhhihiihirriririi

Gold Brands is on track to deliver on

its long-term vision to be the leading

franchise company in South Africa and

selected international markets with its

unique and authentic brands and a

reliable supply chain.

Its management team has an ingrained

understanding of the challenges facing

new franchisees and has layered value

added services on top of innovative

food concepts to support these new

entrepreneurs.

Since listing on the AltX of the JSE in

February 2016, Gold Brands has also

made signifi cant progress in evolving

from an owner-run company to a fully

fl edged corporate with formalised

corporate structures, policies and

procedures and this work will continue

with speed.

The company started with its fl agship

Chesanyama brand which has quickly

grown to 301 franchise outlets at the

end of June 2016. It has now grown

to fi ve fast-food brands, to help it

maintain its strong growth trajectory.

Gold Brands has expanded into the

retail sector, supplying specialist meat

products and sauces into food retailers

with good initial results.

Consumers frequent those food outlets

that offer them value-for-money and

consistent quality, playing to Gold

Brands’ strengths with its brands that

target consumers across all LSM

levels. The company’s innovative

concepts have quickly gained

acceptance beyond our borders, with

nine outlets operating in the majority

of neighbouring countries. Further

geographic expansion opportunities

will be pursued where appropriate.

Flexibility and speed is one of the key

differentiators of Gold Brands. Once

management identifi es a gap in the

market, they don’t waste time launching

a new concept. It took Chesanyama

just three years to expand its network



When we launched the fi rst Chesanyama store at Wits University four years ago, we were confi dent that our new

concept would fi ll a gap in the market, tapping into South Africans’ love of a good braai. Our expectation, though,

was that this brand would resonate with consumers in the township market. While this proved to be true, Chesanyama

quickly found acceptance across a much wider market and we expanded our franchise network into local shopping

centres in the suburbs. At that stage, our outlets were targeted at fast-food and convenience dining.

As our brand has gained a strong foothold among all South African consumers, regardless of background, we

identifi ed a further opportunity to expand the Chesanyama concept into traditional restaurants, with the opening

of our fi rst outlet in a major regional shopping centre, namely in the Menlyn Shopping Centre, Tshwane. This is

presenting an additional growth opportunity, providing our end-customers with a relaxing venue to enjoy the

food that we have become known for, but in a more inviting and comfortable environment.

While we continue to innovate and develop our other emerging brands, these may start out in the fast-food

segment, but based on the experience gained with Chesanyama, we will look to expand them into

environments where our end-customers can relax and dine with us.NO

T J

US

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AS

T-F

OO

DS

Sit… relax and dine with us…



JSE listing day 2016

In addition, landlords are attracted to our brands. We are currently identifying new Chesanyama

sites for a number of approved applicants. At the same time, we are actively looking to expand

our portfolio, having recently launched the Hot Chicks franchise concept, targeting the

lower end market with its fried chicken “big value-for-money” offering on a simplifi ed menu.

Additional capital raised from our listing has also been earmarked to enhance our supply

chain and during the year we developed a central kitchen and production facility to ensure

consistent quality while introducing effi ciencies for the benefi t of both Gold Brands and its

franchisees.

Praxia Nathanael, Chief executive offi cer

We are already seeing the benefi ts of our listing including improvement of our systems and structures



Stelio Nathanael, COO, Gold Brands.

JSE venue on listing day.

Celebrating the JSE listing with

friends and family.

Friday, 12 February 2016… photo memories…

Stelio Nathanael, COO and

honoured guest George Bizos.

Celebrating the JSE Listing with

friends and family.

Praxia Nathanael, CEO, Gold Brands.

Donna Oosthuyze, Director: Capital Markets,

JSE with Gold Brands CEO and COO.

The Gold Brands management and staff.



Chief executive offi cer’s message

It is a pleasure for me to report back on the year ended

29 February 2016. It was an exciting and productive year, with the

highlight being Gold Brands’ listing on the AltX of the JSE Limited

just days before the fi nancial year-end. For a family owned and run

business, this was a dream becoming a reality, and paved the

way for us to continue innovating, passionately building and

growing brands.

Financial reviewWe delivered a strong performance for

the year ended 29 February 2016, as

South African consumers continued

to choose our value-for-money dining

concepts despite ongoing pressure on

discretionary spending.

Gold Brands’ revenue rose 13,8% to

R235,5 million, driven by pleasing

growth from the Chesanyama brand,

as well as the newer 1+1 Pizza and

Opa Pitaland concepts. The acquisition

of BlackSteer in March 2015 also had a

positive impact on reported turnover.

Gross profi t was up 35,0% to

R60,6 million as our store network

gained critical mass and we

implemented a strategy to source

good quality ingredients directly

from suppliers with cost advantages

for ourselves as well as our

franchisees. The launch of an in-house

manufacturing facility also had a

positive impact on our gross margin.

Earnings before interest and tax

increased 23,5% to R11,0 million. Gold

Brands’ reported profi t after tax showed

a 55,8% increase to R9,0 million.

Headline earnings per share amounted

to 10,25 cents while the net asset

value per share at 29 February 2016

amounted to 48,94 cents per share.

The group closed the period with cash

and cash equivalents of R3,1 million.

Operational reviewThe period under review was

characterised by strong growth in our

franchise network and we enhanced

our head offi ce capacity and capability

to sustainably support this growing

network of stores.

Our listing marked a great milestone

in the existence of Gold Brands,

starting on a new era in the lifecycle of

our business. This presents a growth

opportunity not only for our business;

but also for local and international

entrepreneurs and individuals who will

choose to partner with our company

as franchise owners or team members.

From humble beginnings with the

launch of our fi rst Chesanyama store

four years ago, Gold Brands now

has just over 341 stores (end

June 2016) across all its brands,

collectively, and has created permanent

employment for some 3 000 South

Africans. It is our intention to continue

creating these opportunities.

We have grown to understand South

African consumers’ tastes and

preferences and we know how to

work with fi rst-time business owners

and young entrepreneurs. Our unique

brands refl ect the heritage and tradition

of all South Africans. It is our vision to

share this with the world.

Our spirit of innovation will endure,

driven by our COO, Stelio Nathanael,

adding value to our expansion plans.

Our ongoing aim is to stimulate South

African consumers’ taste buds while

enabling the business goals of our

many aspiring franchise owners,

locally and further afi eld in the future.

Gold Brands evolved from modest

beginnings and is now emerging as a

formidable company run with strong

ethics and family values.

It is our aim to continually surprise our

market with new product developments

and marketing innovations. We believe

that this is our key differentiator and

the foundation of our value proposition

for investors.

EfEfprprpraxaxxiaiaa NNatathahanan ele



Our hero brand, Chesanyama, which

brought the much loved South African

braai to the doorsteps of all when Stelio

and I started it in 2012, continues to

be the leader of our brands – loved

by all South Africans. Authentic tasty

value-for-money meals are the winning

recipe for our millions of customers

that support us. We have seen that

opening in food courts in major malls

increased the foot count into stores. In

this way we are migrating the brand

into more affl uent areas. Ownership

of a Chesanyama franchise is fast

becoming an aspirational target among

emerging entrepreneurs and we have

some 70 applicants waiting for new

stores with about fi ve new enquiries

every day. By working with these

new partners we believe that there is

signifi cant headroom to continue to

grow the brand in South Africa and

offshore.

Although major growth has been driven

by the Chesanyama brand, we have

confi dence in the potential of our other

brands. During the year, we made good

progress in repositioning BlackSteer to

regain its leadership positioning in the

market. We currently have 17 stores

from a single store when we acquired

the brand last year. We have tapped

into the retail market with the launch of

BlackSteer ribs, which are being sold

through various retail outlets stores.

We are confi dent that the brand will

continue to grow, with interest shown

by new franchisees as far afi eld as

Greece, Cyprus and Mauritius.

We also believe that there is strong

potential for 1+1 Pizza, both in local

convenience shopping centres in

South Africa as well as in international

markets where there is no “buy one, get

one free” equivalent. During the year,

we also reviewed the offering of Wild

Wings and Opa Pitaland and are in the

process of developing a new formula for

these brands to capitalise on identifi ed

market gaps, just as we successfully

implemented with the unique braai

concepts with Chesanyama. In addition

to launching BlackSteer ribs into the

retail sector, we also started selling our

branded sauces in various retail outlets

to allow our end-customers to enjoy our

winning fl avours in the comfort of their

own homes.

We are particularly excited about

our newest concept, Hot Chicks,

developed to target another identifi ed

gap, this time in the chicken fast-food

market. We have opened two pilot

stores to date and believe that the

brand is already making its mark on the

market. The advantages for franchisees

are low sets-up costs and a simple yet

innovative menu consisting of generous

portion sizes.

With regard to investments to fulfi l the

growing volume demands of our store

network, we attracted new skills at our

head offi ce to offer end-to-end support

to our store owners. In addition, we

have developed direct procurement

arrangements with suppliers, with the

advantage of optimising input costs

as well as having greater control over

the quality of products supplied to our

franchisees. Our investment in an

in-house factory to produce

ready-made meat portions as well

as sauces has given us greater

control over end products. These

initiatives are enabling us to guarantee

product consistency at a store level

– improving performance in stores

by enhancing product offerings. The

ultimate objective is improved brand

performance, and to this end we also

enhanced our marketing campaigns

and techniques to increase sales.

Strategy reviewOur international expansion is also

on track. We currently have 11 stores

in Africa. These are located in

Mozambique (one), Zimbabwe (one),

Swaziland (two), Zambia (one),

Namibia (one) and Botswana (fi ve).

We believe that there is signifi cant

potential to expand our footprint into the

African market as well as internationally,

by partnering with the right franchisees.



We have identifi ed market gaps in

international markets, including Europe.

Meanwhile, our plans to open the

fi rst Chesanyama store in the USA

are on track. Negotiations on the

detailed contracts, brand registrations,

franchising agreements and structures

are progressing satisfactorily and we

envisage launching our business in the

USA with our partners within the fi rst

quarter of 2017.

The acquisition of Mama Chakas

in June 2016 is another important

strategic milestone. The transaction

will provide us with an existing growth

platform in the Western Cape while

also expanding our product range

with authentic home-made meals at all

convenience stores for all South African

consumers.

The way forwardWe are excited about Gold Brands’

future and we believe that we now

have a strong foundation to grow the

business into the leading franchise

business in the country. We have

successfully expanded our brands and

entered into the retail sector, supplying

tasty meat products, authentic

marinades and sauces into food

retailers with good initial results. We

are now looking at taking our sauces to

international markets.

AcknowledgementsOn behalf of the Gold Brands family,

I wish to extend my sincere thanks

to the JSE Limited, River Group, our

franchisees and shareholders, who

have played a signifi cant role in

bringing us to this point.

A special word of gratitude is due

to each member of staff at our head

offi ce, without whose loyalty and

tireless efforts the achievements to date

would not have been possible.

I also wish to thank our loyal customers,

management and board for their

constant support over this period,

and look forward to building on our

successes in the coming year.

Passion, fl exibility and speed are

some of Gold Brands’ values that have

earned us our success to date. We

are proud of the strong business we

have built to date and look forward to

going from strength to strength with the

support of all stakeholders to achieve

our vision for Gold Brands.

Efpraxia Nathanael

Chief executive offi cer

31 August 2016

Chief executive offi cer’s message continued



More than 67 000 likes/followers on Facebook,

an increase of 30% from previous year

Over 5 500 people have checked in to our stores online

Average age is between 21 and 30

50/50 split between males and females

Chesanyama social media facts…

chesanyama

chesanyama_sa



Board of directors

Clifford David Raphiri (53)

Independent non-executive chairman

Appointed: 18 May 2015

Committee: Nominations (Chairman);

audit and risk; remuneration; and social

and ethics

Clifford holds a BSc (Mechanical

Engineering), graduate diploma in

Engineering, Advanced Executive

Programme, and MBA degrees.

Clifford is a director of Strategic

Capital Projects for SA Breweries. He

was previously the manufacturing and

technical director for SAB Proprietary

Limited and served on the boards of

various SAB subsidiaries. Clifford is

non-executive chairman of Adcock

Ingram Holdings.

Christos Kassianides (41)

Independent non-executive director

Appointed: 18 January 2016

Committee: Audit and risk (Chairman);

remuneration; nominations; and social

and ethics

Christos holds a Bachelor of

Commerce with a major in Accounting,

Finance and Information Systems

from the University of Witwatersrand

in Johannesburg, South Africa, and a

Master of Business Administration from

Wits Business School in Johannesburg,

South Africa in a joint programme with

Kelley Business School in Indiana,

USA. He holds the CySEC advanced

certifi cate and is currently registered

for the Level III CFA examination.

Christos has 15 years of investment

experience in treasury, fi nancial

analysis, fi xed income trading and

portfolio management. Until recently,

he was working for various investment

banks including Natwest, BoE, and

Kommunalkredit International Bank.

At these institutions Christos was

responsible for various portfolios

including running a €12 billion funding

programme.

Valentine (Val) Bourdos

Nichas (53)


Appointed: 18 January 2016

Committee: Remuneration

(Chairperson); social and ethics

(Chairperson); audit and risk; and

nominations

Founder and originator of VBN in 2012,

Val is a respected leader and visionary,

with solid business experience

spanning nearly 30 years. Val has

strong strategic skills and a thorough

understanding of business planning

and development. Her outstanding

business acumen is not surprising,

given her career track record, which

includes: marketing director

for Edgars and Debonairs Pizza; senior

vice president (company strategy,

sales, marketing and innovation)

Rich Products Corporation of SA;

managing director of Tequila/TBWA

and managing executive of Wimpy,

Steers and QSR Brands – the Famous

Brands division responsible for over

600 Steers, Fishaways, Giramundo

and BlackSteer stores.

Val has been involved in executive

coaching since 2004 – she regards the

development of her leadership style,

as a result of this skill, as one of the

most signifi cant growth experiences of

her career. It is her ability to develop

and mentor high-performance

individuals and teams that motivated

her to start VBN. Over the years Val

has participated in various business

courses and training programmes

– her most recent includes the

renowned Oxford Strategic Leadership

Programme at Said Business School,

Oxford University.

Clive Korona-Yashe

Rugara (42)



Committee: Remuneration and

nominations

Clive holds a BSc (Accounting) from

the University of Minnesota and the

(US) CPA designation.

Clive, a co-founder and CEO of

Circle Food Group, was also head of

operations for Circle Capital Global,

where he oversaw the acquisition

and execution of private equity

deals, consulting and construction of

contracts across the SADC region.

Clive has broad business experience

in multiple disciplines having begun

his career in corporate fi nance

and working in audit, mergers and

acquisitions, and fi nancial analysis

whereafter he moved on to sales and

marketing.

Hlumelo Biko (38)


Appointed: 1 December 2015

Committee: Remuneration and

nominations

Hlumelo is the co-founder of Circle

Food Group and has spent 18 years

in the venture capital business. His

primary responsibilities have been in

deal structuring, capital raising and

management team construction. During

that time he has led the deployment

of over R500 million generating over

R2,5 billion in realised and unrealised

gains in businesses in the healthcare,

quick service restaurants and education

sectors. Hlumelo is a published author

and was educated at both the University

of Cape Town and Georgetown

University where he obtained a Bachelor

of Social Sciences.

Non-executive directors71%

Five



Efpraxia (Praxia) Nathanael (45)



Praxia matriculated with University

exemption in KZN in 1988. She

thereafter completed a part-time Cobol

programming course at Wits Technikon

in 1989. In 1995 she wrote the Estate

Agency Affairs Board exam and in 2003

– 2004 completed an interior design

course at Design School SA.

During the nineties Praxia co-founded

Pelicanos restaurant in Bryanston

and, thereafter, in 1995 co-founded

property company Prevue Properties.

She relocated to Cyprus in 1999 where

she co-owned a pizzeria and Picasso

coffee shop. In 2002 she sold Prevue

Properties whereafter in 2003 she

relocated back to South Africa,

co-founding Buysell Property Group

Sales and Letting.

In 2009 Praxia co-founded The Fish

and Chip Co. fast-food brand, which

was sold in 2012 to Taste Holdings.

With her strong leadership skills

and exceptional organisational and

administration skills she focused on

founding Chesanyama Franchising

and establishing the Gold Brands

Distribution Centre as the core of the

Gold Brands Investments business.

In 2014 the Opa Pitaland and Chicken

Wild Wings brands were established

as well as the founding of Gold

Brands Sauces. In 2015 BlackSteer

was purchased and rolled out as a

franchise.

Terence Craig Ballard (34)

Financial director

Appointed: 1 December 2015

Terence matriculated from Hillview High

School in 1999 whereafter he obtained

his National Diploma in Accounting at

the Technikon of Pretoria. Terence is a

registered member of the South African

Institute of Professional Accountants.

During January 2003 he started as

a trainee accountant at M Kayne

Financial Consultants where he stayed

till November 2005.

Company secretaryRiver Group

Appointed: 20 November 2015

River Group has offi ces in Tanzania,

Cyprus and South Africa. The

business was founded in 1998 as

a small corporate fi nance house,

which focused primarily on corporate

advisory mandates and on assisting

growing companies in the broader

FMCG, resources, fi nancial, and related

technology sectors.

Executive directors29%

Two

Board and committee attendance

for the year ended 29 February 2016

Only one board meeting was held from the listing date until the fi nancial year-end,

which was attended by all directors.

All sub-committees were constituted prior to fi nancial year-end and held their fi rst

meetings post-year-end.

Board

Non-executive director

Clifford David Raphiri (Chairman) 1

Christos Kassianides 1

Valentine Bourdos Nichas 1

Clive Korona-Yashe Rugara 1

Hlumelo Biko 1

Executive director

Efpraxia Nathanael (Chief executive offi cer) 1

Terence Craig Ballard (Financial director) 1



Corporate governance

The group is fully committed to

the promotion of good corporate

governance and the application of

the Code of Governance Principles in

King III. Every effort is being made on

a continuous basis to institute “best

practice” wherever possible to ensure

that all aspects of the group’s activities

are conducted in accordance with the

principles of integrity, accountability,

fairness and transparency.

Governance, ethics and

compliance structuresThe group’s vision, purpose, culture

and values, which are set out in the

integrated annual report, form the

foundation of the business and set the

moral and ethical tone of the group.

The board receives assurance on the

group’s compliance with applicable

legislation, regulations, codes

and standards from reports from

the chairmen of the various board

committees and compliance is a

regular item on the agenda of each of

these board committee meetings.

The board of directors has satisfi ed

itself that during the period under review

the group has, in all material respects,

applied the principles of King III and the

Code and complied with the Listings

Requirements of the JSE Limited and all

other applicable legislation.

Board of directorsThere were no changes to the board

composition during the course of the

year. Brief biographical details of each

of the current directors are set out on

pages 32 and 33 of this integrated

annual report.

The group has a unitary board of seven

directors comprising a majority of

non-executive directors, all of whom

are independent, and with extensive

fi nancial, corporate governance and

business experience, balanced with

entrepreneurial fl air. The size of the

board is considered appropriate to the

present size of the group. There exists

a clear division of responsibilities at

board level that ensures a balance

of power and authority, such that no

one individual has unfettered powers

of decision-making. The roles of the

chairman and chief executive offi cer

are separated and their responsibilities

clearly defi ned. The chairman is an

independent non-executive director.

The board has adopted a formally

documented policy detailing

procedures for appointments to the

board and all appointments are formal

and transparent and a matter for the

board as a whole, but assisted by

the remuneration and nominations

committees when required.

In terms of the company’s

memorandum of incorporation, one-

third of the non-executive directors

retire by rotation annually and, if eligible

and available, they are considered for

reappointment by the shareholders

at the annual general meeting.

Directors appointed during the course

of the year to fi ll casual vacancies

retire at the following annual general

meeting to provide shareholders

with the opportunity to confi rm their

appointment.

An evaluation of the performance of

the board members and its committees

is undertaken periodically through a

formal process of discussion of results

and formulation of action plans. Due

to the small size of the board more

frequent evaluations and evaluations

at committee level are not considered

necessary at this stage.

Board charterThe board’s objective is to ensure

responsible leadership in a manner that

balances the needs of all stakeholders

and aims to retain full and effective

control of the group and to give strategic

direction to management. The detailed

responsibilities of the board are set

out in a formal board charter which is

available on the company’s website.

The charter is reviewed and updated

annually to ensure that it is aligned with

current legislation and governance best

practice. The responsibilities of the

board include the following:

• Compliance with all applicable laws,

regulations and codes of business

practice;

• Responsibility for setting the

strategic objectives of the company,

determining investment and

performance criteria, and taking

ultimate responsibility for the proper

management and ethical behaviour

of the group;

• Defi ning levels of materiality,

reserving specifi c powers to itself

and delegating other matters to

executive management in terms of a

limits of authority framework;

• Responsibility for monitoring the

management of key strategic

and operational risk issues and

performance areas and identifying

key non-fi nancial issues relevant to

the group; and

• Reviewing the performance of

the various board committees

established to assist in the

discharge of its duties.

For the year under review the

board fulfi lled its responsibilities in

compliance with its charter.

Confl ict of interestDirectors are obliged to disclose at

every board meeting any potential

confl icts of interest, direct or indirect,

that may arise. These are appropriately

managed. In addition, a general

disclosure of their interests in the form

of shareholdings, directorships and

other appointments is made annually

and updated when changes take

place. These disclosures are

recorded in a register and in the

minutes of the meetings. The group

has a formal policy in place which

governs the dissemination of

price-sensitive information to third

parties and a formal policy for

dealing in the company’s equity

securities. Directors and offi cers of

the group who have access to

unpublished and price-sensitive

information are prohibited from dealing

in shares of the company during a

restricted period.



Board committeesThe board has established an audit

and risk committee, a remuneration

committee, nominations committee and

a social and ethics committee without

in any way reducing its accountability

to its stakeholders in these areas. The

board committees each have clear

terms of reference set out in their

charters delineating their scope of

authority and specifi c responsibilities.

The charters are reviewed annually

to ensure that they are current and

relevant. The CEO is a permanent

invitee to all committee meetings and

the group fi nancial director attends

audit and risk committee meetings.

The company secretary is the secretary

of all the board committees.

Audit and risk committee

A full audit and risk committee report

may be found on page 44 with a

separate report on risk management

on page 79.

Remuneration and nominations

committee

Five independent non-executive

members of the board comprise the

members of the remuneration and

nominations committees. To be in line

with the JSE Listings Requirement, the

chairman of the board will not chair

the remuneration committee but can

remain the chairman of the nominations

committee, as required by the JSE

Listings Requirements, and chairs the

meeting when matters requiring the

attention of the nominations committee

are dealt with.

During the year, the committee set

the overall parameters for salary

increases and bonuses, approved

the remuneration of senior executives

and determined the remuneration of

executive directors. With remuneration

forming one of the largest cost

components of the group, optimising

the remuneration expense will always

be a core focus area for the committee.

The group has an extremely active and

effi cient group human resources team

which looks after the issues of human

resource management in terms of

social transformation, moral and social

responsibility.

The remuneration philosophy and

practices are enunciated in the group’s

remuneration policy contained in the

remuneration report on page 36 and

on the company’s website.

Social and ethics committee

Membership of the committee

comprises three independent non-

executive board members. For more

detail, please refer to the initiatives of

the social and ethics committee on

page 38.

Company secretary

The competence, qualifi cations and

experience of the company secretary

are reviewed annually by the board and

the board has satisfi ed itself that the

company secretary is competent and

has the necessary qualifi cations and

experience required to fulfi l the role

and the responsibilities placed upon a

company secretary by the Companies

Act, the JSE Listings Requirements and

King III.

The company secretary has over

18 years’ experience. The company

secretary is an outsourced appointment

and has for the past 18 years been

providing company secretarial services

to listed, unlisted public and private

companies in South Africa and Europe

with a staff complement of six.

This has given it broad experience

in small entrepreneurial companies

through to JSE listed entities. As the

sustainability of its business is not

dependent upon its appointment to

Gold Brands, the company secretary

is able to maintain an arm’s-length

relationship with the company and

its board of directors and to be truly

independent.

JSE sponsorRiver Group has been mandated to act

as the group’s sponsor. River Group

provides an annual audit programme

checklist to assist compliance with

the continuing obligations and other

applicable rules and regulations

imposed by the JSE Listings

Requirements.

Application of King IIIAvailable on the company’s website

is a table summarising the King III

principles that have either not been

applied or have not been partially or

not been fully applied, together with

commentary, which includes a report

detailing compliance with the JSE

Listings Requirements with regard to

the application of King III.

Subsidiary companiesEach of the operating entities has its

own board of directors, the majority

of which has at least two executive

members from the board of the holding

company. Board meetings are held

as and when required. The company

secretary attends all entity board

meetings and provides secretarial

services to the subsidiary companies.

Whistle blowingDuring the year the board reviewed and

re-affi rmed its whistle-blowing policy.

A whistle-blowing inbox has been

established, details of which may be

found on the company’s website and

on the footer of every email emanating

from the group. All emails sent to

this inbox are received by the board

chairman and the company secretary.



Remuneration report

The group remuneration and

nominations committee is mandated by

the board of directors to support and

advise on the group’s remuneration

philosophy and policy, and on new

appointments to the board.

Five independent non-executive

members of the board comprise

the members of the remuneration

and nominations committee. The

chairman of the board does not chair

the remuneration committee but is

the chairman of the nominations

committee, as required by the JSE

Listings Requirements, and chairs the

meeting when matters requiring the

attention of a nominations committee

are dealt with. The chairman of the

board ensures that the committee has

access to professional advice from

outside the group where necessary.

Policy on directors’

remunerationThe directors are appointed to

the board to bring to the group

management expertise and strategic

direction and to provide the necessary

skills and experience appropriate to

its needs as a business.

The group’s human capital has been

identifi ed as one of the primary inputs

into its value adding processes. Hence,

it is important that our reward strategies

and remuneration structures are

designed to attract, motivate and retain

high-calibre people at all levels within

the group, while fostering a culture of

performance.

The guaranteed remuneration

component paid to directors is based

on industry benchmarks and targeted

just below the median of the market.

The group maintains its discretion to

pay a premium to the median for the

attraction and retention of the directors.

Non-executive directors’ feesNon-executive directors do not have

service contracts with the company,

but instead have letters of appointment.

All non-executive directors have terms

of appointment of three years and

one-third of the non-executive directors

retire each year at the annual general

meeting in terms of the company’s

memorandum of incorporation. Each

retiring director who is eligible and

offers himself for re-election is then

subject to re-election by shareholders.

Directors appointed during the course

of the year to fi ll casual vacancies

retire at the following annual general

meeting to provide shareholders

with the opportunity to confi rm their

appointment.

The chairman receives a fi xed fee per

meeting which takes into consideration

his role as chairman of the group, his

attendance at board and committee

meetings, and the breadth of that role,

coupled with the associated levels

of commitment and expertise. Other

non-executive directors also receive

fi xed fees per meeting for service on

the board and board committees on

the basis of meetings attended and

chairmanship of board committees.

The fees paid to non-executive

directors are reviewed and approved

annually by shareholders at the group’s

annual general meeting held each year.

Executive directors’ service

contracts and remunerationEach executive director is bound by a

formal contract of employment. These

contracts are formulated in a manner

which is consistent with industry norms

and legislative requirements. The

contracts are for variable terms subject

to notice periods ranging between

30 and 60 days, and all contracts carry

post-employment restraints for a period

of two years, providing protection to

the group’s client base, employees and

confi dential information.

The committee aims to align the

directors’ total remuneration with

stakeholders’ interests by ensuring that

a signifi cant portion of their package

is variable in nature.

Executive directors’ remuneration

components are reviewed annually

each year by the committee so as to

ensure sustainable performance and

market competitiveness. In performing

this review the remuneration

packages are:

• compared to current remuneration

surveys and levels within other

comparable South African

companies; and

• reviewed in light of the individual

director’s own personal

performance, experience,

responsibility and group

performance.

The philosophy behind these annual

reviews is to award percentage

increases that are typically linked to

current and forecast infl ation levels, so

as to primarily compensate for loss of

real disposable income.

Executive directors do not receive

directors’ fees for attending board

and committee meetings and are not

specifi cally remunerated in any way for

their role as directors of the company.



Directors’ interestSummarised below is the directors’ interest in Gold Brands

Director Direct Indirect Benefi cial

Non-

benefi cial Total %

Efpraxia Nathanael 22 562 500 – 22 562 500 – 22 562 500 20,51

Christos Kassianides – 550 000 550 000 – 550 000 0,50

Clifford David Raphiri 250 000 – 250 000 250 000 0,23

Terence Craig Ballard – – – – – –

Valentine Nichas 100 000 100 000 100 000 0,09

Hlumelo Biko and Clive Rugara* 45 125 000 45 125 000 45 125 000 41,02

Total 22 912 500 45 675 000 68 337 500 250 000 68 587 500 62,35

* Jointly through Circle Food Group.

Remuneration paid to the directors of Gold Brands

Director

Efpraxia

Nathanael

Terence

Ballard

Clifford

Raphiri

Christos

Kassianides

Hlumelo

Biko

Clive

Rugara

Valentine

Nichas

Basic salary 900 000 – – – – – –

Director’s fee – – – – – – –

Board meeting

attendance – – 20 000 7 500 7 500 7 500 7 500

Committee meeting

attendance – – – – –

Total 20 000 7 500 7 500 7 500 7 500



By capitalising on the link between the communities and their citizens, through corporate

social investment programmes our brands are becoming well known among all

South Africans and we are also attracting highly motivated emerging entrepreneurs

to grow our store network.

Stelio Nathanael, Chief operating offi cer, Gold Brands

Social and ethics committee initiatives

Through our broad-based initiatives to support

the communities in which we operate, Gold Brands has quickly become entrenched in the hearts and minds of our end-consumers



... attracting highly motivated emerging entrepreneurs

COO Stelio Nathanael meets the

Prince of Monaco in Monte Carlo

at a sponsored tournaments.

COO Stelio Nathanael at the weigh-in prior

to the fi ght at Emperors Palace.

Boxers at the weigh-in at Emperors Palace, ready for the fi ght the following day.

Boxing activation with all fi ghters at

Westgate Mall.

The boxing activation at Westgate Mall attracts customers to our store.

Gold Brands sponsored a tennis tournament

at Irene Country club.

The boxing weigh-in at Emperors

Palace prior to the big fi ght.

Customers enjoying their Chesanyama

jumbo burgers at the tennis tournament.



Food sponsorship to Poulus Mosima Primary School The learners at the Poulus Mosima Primary School, based in Modimolle, Limpopo, collected the last bags Full of Love fi lled

with Chesanyama treats.

Mandela Day – 67 minutesThe Chesanyama head offi ce donated meals to 120 students and past learners at the Thaba-Jabula Secondary School in

Soweto and also planted a vegetable garden to educate the youth about self-sustainable feeding schemes and encouraging

them to transfer these skills to their community members.

Soweto School intercultural festivalThe learners at the Jabavu East Primary School enjoyed Chesanyama-sponsored meals at the celebration of International

Children’s Day, which coincided with the launch of the Children’s Art Festival, aimed at creating intercultural interaction

between Greece and South Africa.

Kliptown Easter Soccer FestivalChesanyama head offi ce, in partnership with Our Roadhouse concept store in Kliptown, were the proud sponsors of the

Kliptown Easter Soccer Tournament, where thousands of soccer fans around Soweto were gathered to watch the exciting

games which continued throughout the weekend.

Chesanyama fi ghts against women and children abuseOn Thursday, 20 August, head offi ce along with Chesanyama Gandhi Square partnered with Philile-Cares (a newly formed NPO)

to host a full day event in recognition of the fi ght against the abuse which women and children in the country face. Thirty children

from different homes – including Othandweni Children’s Home, Mofolo and Golden Ark Centre – were taken on a tour around

the Women’s Prison at Constitutional Hill, Johannesburg. This was followed by an evening fi lled with entertainment from Philile,

who opened with her debut album title, “Ke Mosadi” (I am a woman). The head offi ce sponsored the event by providing meals to

150 guests who included delegates from Department of Social Development Gauteng Province and the media fraternity.

Social and ethics committee initiatives continued



Stakeholder engagement

At Gold Brands, we are committed to open and honest engagement with all our stakeholders. We believe that this is critical

to the success and growth of the company and our ability to make a positive contribution to our employees, franchisees,

suppliers and ultimately the communities in which we operate.

The group has been in existence for about four years, but we have quickly grown to a network of more 341 franchise stores

(as at end June 2016) providing in excess of 3 000 employment opportunities directly at our head offi ce and indirectly across

our store network. We have serve some 12 million end-customers every year.

Our engagement with our key stakeholder groups is as follows:

EMPLOYEES

Our head offi ce staff complement has quickly grown from less than 10 employees when we

opened our doors four years ago, to our current headcount of more than 100 staff members,

and continues to grow. As our workforce has grown, we have formalised our human resources

capability. As well as engaging informally with our employees on a daily basis, we have introduced

weekly staff meetings to discuss key matters and will continue to enhance our employee

communication channels as we grow.

FRANCHISEES

Our franchisees are our direct customers and we are in constant daily contact with them to

address any ad hoc issues that may arise. We have developed various value added services to

assist in the running of their stores. We also provide assistance and mentorship as many of our

franchisees are fi rst-time business owners.

We recently launched the Chesanyama Franchisee Advisory Council, an advisory committee

with a representative from each region that will meet quarterly to obtain inputs and share ideas

generated by franchisees. The objective is not to discuss operational matters, but to share ideas

for the ultimate improvement of the Chesanyama brand and value proposition.

SUPPLIERS

We have developed direct sourcing arrangements with our suppliers, rather than sourcing

products via middlemen. This ensures consistent quality and supply of raw materials. We consider

our suppliers to be our long-term partners and therefore have open channels of communication

with them to address any matters arising in a timeous manner.

INVESTORS/PROVIDERS OF CAPITAL

Since listing on AltX in February 2016, we have started to implement an active investor relations

programme to facilitate transparent and non-selective disclosure to shareholders and investors.

In addition to formally engaging when we release our interim and annual results, we meet with

interested parties on an ongoing basis to raise the profi le of the company as an attractive

investment.

CONSUMERS/CUSTOMERS

Gold Brands is cognisant that the consumers who are its loyal end-customers are key to our

long-term success. Accordingly, we have invested extensively, both in terms of time and money,

to engage with these consumers, including above-the-line and in-store campaigns,

as well as an active social media strategy (see page 31). In addition, a number of community

initiatives (further details on page 40) contribute to the communities where we operate as well as

entrenching Gold Brands in the hearts and minds of our end-customers.

GOVERNMENT/REGULATORS

Gold Brands engages with government departments and regulators as and when required with

the following regular interactions:

• The Department of Health and Safety conducts regular inspections at head offi ce and franchise

stores to ensure regulatory compliance; and

• The head offi ce distribution staff are members of South Africa Commercial, Catering and Allied

Workers Union (SACCAWU). Gold Brands has regular interactions and annual formal meetings

with the trade union.



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on the inside, and bursting with fl avour on the outside. We believe in the fried-to-order concept where our fast-food outlets

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The Hot Chicks menu is very affordable and caters for every South African’s needs, from large fried chicken fi llets, chicken

wings, large fried chicken burgers, fresh-cut chips to an assortment of beverages.

Gold Brands offers new franchisees a product with appeal to a wide demographic group and a proven franchise model.

It provides turnkey restaurant developments in prime locations.

Hot Chicks has the potential to become the next fastest

growing take-away brand.FR

IED

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AY

Our chicken is deep-fried to perfection



Audit and risk committee report

The audit and risk committee is an

independent statutory committee

appointed by the shareholders and

its statutory duties are set out in

section 94(7) of the Companies Act.

The board of directors of Gold Brands

has delegated the monitoring of

risk management to the committee

and the company has applied the

principles of King III where audit

and risk committees are concerned.

This report covers all these duties

and responsibilities.

Composition of committee and attendanceThe membership of the committee

comprises fi ve independent

non-executive directors, and the

chairman of the committee is Christos

Kassianides. The committee met once

during the year.

The chief executive offi cer and group

fi nancial director are permanent

invitees to committee meetings and the

external auditors attend by invitation

when appropriate.

Audit and risk committee charterThe audit and risk committee has

adopted formal terms of reference

contained in a charter that has been

approved by the board of directors.

The committee has conducted its

affairs in compliance with its terms

of reference and has discharged its

responsibilities contained therein. The

charter is reviewed annually by the

committee and updated as necessary.

Role and responsibilitiesStatutory duties

The audit and risk committee’s

responsibilities include statutory duties

set out in the Companies Act. The

audit and risk committee executed its

duties in terms of the requirements of

King III. Instances where the principles

of King III have either not been applied

or have only partially been applied are

explained in a report and may be

found on the company’s website at

www.goldbrands.co.za.

External auditor appointment and

independence

The audit and risk committee has

satisfi ed itself that the external auditor

was independent of the company,

as required by section 94(8) of the

Companies Act, which includes

consideration of previous appointments

of the auditor and compliance with

criteria relating to independence or

confl icts of interest as prescribed

by the Independent Regulatory

Board for Auditors. The committee

ensured that the appointment of the

auditor complied with the Companies

Act and any other legislation relating

to the appointment of auditors.

The committee has nominated for

election at the annual general

meeting Nexia SAB&T, as the

external auditor and A Darmalingam

as the designated auditor responsible

for performing the functions of auditor

for the 2017 fi nancial year. The

committee has satisfi ed itself that the

audit fi rm and designated auditor are

accredited as such on the JSE‘s list

of auditors.

Financial statements and accounting

practices


reviewed the accounting policies

and the fi nancial statements of the

company and the group and is satisfi ed

that they are appropriate and comply

with International Financial Reporting

Standards.

Internal fi nancial controls


overseen a process by which it has

assured itself of the effectiveness

of the company’s system of internal

controls and risk management. Based

on this assurance, the audit and risk

committee made a recommendation

to the board in order for the board

to report thereon. The audit and risk

committee supports the opinion of the

board in this regard.

Duties assigned by the board

In addition to the statutory duties

of the audit committee as reported

above, and in accordance with the

provisions of the Companies Act, the

board of directors has determined

further functions for the audit and risk

committee to perform.

These functions include the following:

Integrated reporting and combined

assurance

The audit and risk committee fulfi ls an

oversight role regarding the company’s

integrated annual report and the

reporting process. The audit and risk

committee considered the company’s

sustainability information as disclosed

in the integrated annual report and

has assessed its consistency with

operational and other information

known to audit and risk committee

members, and for consistency with

the annual fi nancial statements.

Sustainability and external assurance

The board of directors does not believe

that the company is at the stage of its

development that warrants the cost

of appointing either a sustainability

committee or an external assurance

provider.

The audit and risk committee is

satisfi ed that the company has

optimised the assurance coverage

obtained from management, internal

and external assurance providers

in accordance with an appropriate

combined assurance model.

Going concernThe audit and risk committee has

reviewed a documented assessment,

including key assumptions, prepared

by management of the going-concern

status of the company and the group

and has made recommendations to

the board.

Governance of risk

The board has assigned oversight of

the group’s risk management function

to the audit and risk committee. The

committee is assisted in this task by the



internal risk management committee

and the IT risk management committee.

The audit and risk committee members

are of the opinion that all identifi ed risks

appropriate to the business are being

well managed by the management

team.

Internal audit

The group does not have an internal

audit department as envisaged by

King III as the board of directors does

not believe that, at this stage in the

group’s development, a fully fl edged

independent internal audit function

is justifi ed. Management, the board

and the audit and risk committee

have taken responsibility for ensuring

an appropriate internal control

environment.

The audit and risk committee oversees

the adequacy and effectiveness

of controls through a process of

robust and regular feedback from

management.

Risk committee

The committee, together with

management, ensures implementation

of programmes for corrective action

where necessary. The audit and risk

committee is satisfi ed that it complied

with its legal, regulatory and other

responsibilities.

Evaluation of the expertise and

experience of the fi nancial director

and fi nance function


satisfi ed itself that the group fi nancial

director, for the period under

review and up to the date of this

report, possessed the appropriate

experience and expertise to meet his

responsibilities in that position.


considered, and has satisfi ed itself of

the appropriateness of the expertise

and adequacy of resources of the

fi nance function and experience of

the senior members of management

responsible for the fi nancial function.

Approval of integrated annual report

and annual fi nancial statements

The committee reviewed this integrated

annual report and the audited annual

fi nancial statements for the year ended

29 February 2016 and recommended

them to the board for approval.

Christos Kassianides

Chairman of the audit and risk

committee

31 August 2016



Directors’ responsibilities and approval

The directors are required in terms

of the Companies Act of South Africa

to maintain adequate accounting

records and are responsible for the

content and integrity of the annual

fi nancial statements and related

fi nancial information included in this

report. It is their responsibility to ensure

that the annual fi nancial statements

fairly present the state of affairs of the

group as at the end of the fi nancial

year and the results of its operations

and cash fl ows for the period then

ended, in conformity with International

Financial Reporting Standards and

their interpretations adopted by the

International Accounting Standards

Board, the Financial Reporting Guides

issued by the Accounting Practices

Committee of the South African Institute

of Chartered Accountants, the Listings

Requirements of the JSE Limited, and

the Companies Act of South Africa.

The external auditors are engaged to

express an independent opinion on

the annual fi nancial statements.

The annual fi nancial statements

are prepared in accordance with

International Financial Reporting

Standards and their interpretations

adopted by the International

Accounting Standards Board, the

Financial Reporting Guides issued by

the Accounting Practices Committee of

the South African Institute of Chartered

Accountants, the Listings Requirements

of the JSE Limited and the Companies

Act of South Africa, and are based

upon appropriate accounting policies

consistently applied and supported by

reasonable and prudent judgements

and estimates.

The directors acknowledge that

they are ultimately responsible

for the system of internal fi nancial

control established by the group

and place considerable importance

on maintaining a strong control

environment. To enable the directors

to meet these responsibilities, the

board sets standards for internal

control aimed at reducing the risk of

error or loss in a cost effective manner.

The standards include the proper

delegation of responsibilities within a

clearly defi ned framework, effective

accounting procedures and adequate

segregation of duties to ensure

an acceptable level of risk. These

controls are monitored throughout

the group and all employees are

required to maintain the highest ethical

standards in ensuring the group’s

business is conducted in a manner

that in all reasonable circumstances

is above reproach. The focus of

risk management in the group is on

identifying, assessing, managing and

monitoring all known forms of risk

across the group. While operating

risk cannot be fully eliminated, the

group endeavours to minimise it by

ensuring that appropriate infrastructure,

controls, systems and ethical behaviour

are applied and managed within

predetermined procedures and

constraints.

The directors are of the opinion,

based on the information and

explanations given by management,

that the system of internal control

provides reasonable assurance that

the fi nancial records may be relied

on for the preparation of the annual

fi nancial statements. However, any

system of internal fi nancial control

can provide only reasonable, and not

absolute, assurance against material

misstatement or loss.

The directors have reviewed the

group’s cash fl ow forecast and, in the

light of this review and the current

fi nancial position, they are satisfi ed

that the group has or has access

to adequate resources to continue

in operational existence for the

foreseeable future.

The external auditors are responsible

for independently auditing and

reporting on the group’s annual

fi nancial statements. The annual

fi nancial statements have been

examined by the group’s external

auditors and their report is presented

on page 47.

The annual fi nancial statements set

out on pages 50 to 81, which have

been prepared on the going concern

basis, were approved by the board of

directors on 22 August 2016 and were

signed on its behalf by:

Efpraxia Nathanael




Independent auditor’s report

To the shareholders of Gold

Brands Investments Limited and

its subsidiaries.

Report on the fi nancial statements We have audited the group and

separate annual fi nancial statements

of Gold Brands Investments Limited

and its subsidiaries, as set out on

pages 50 to 81, which comprise the

statement of fi nancial position as at

29 February 2016, and the statement

of comprehensive income, statement

of changes in equity and statement of

cash fl ows for the year then ended,

and the notes, comprising a summary

of signifi cant accounting policies and

other explanatory information.

Directors’ responsibility for the annual fi nancial statements The company’s directors are

responsible for the preparation and

fair presentation of these group and

separate annual fi nancial statements in

accordance with International Financial

Reporting Standards, and requirements

of the Companies Act of South Africa,

and for such internal control as the

directors determine is necessary

to enable the preparation of annual

fi nancial statements that are free from

material misstatements, whether due to

fraud or error.

Auditors’ responsibility Our responsibility is to express an

opinion on these group and separate

annual fi nancial 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 whether the group and


are free from material misstatement.

An audit involves performing

procedures to obtain audit evidence

about the amounts and disclosures in

the group and separate annual fi nancial

statements. The procedures selected

depend on the auditors’ judgement,

including the assessment of the risks of

material misstatement of the group and

separate annual fi nancial 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 group and separate

annual fi nancial 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 group

dated and separate annual fi nancial

statements.

We believe that the audit evidence

we have obtained is suffi cient and

appropriate to provide a basis for

our audit opinion.

Opinion In our opinion, the group and separate

annual fi nancial statements present

fairly, in all material respects, the

fi nancial position of Gold Brands

Investments Limited and its

subsidiaries as at 29 February 2016,

and its fi nancial performance and its

cash fl ows for the year then ended

in accordance with International

Financial Reporting Standards, and the

requirements of the Companies Act of

South Africa.

Other reports required by the Companies Act As part of our audit of the group and


for the year ended 29 February

2016, we have read the directors’

report and company secretary’s

compliance statement for the purpose

of identifying whether there are material

inconsistencies between these reports

and the audited group and separate

annual fi nancial statements. These

reports are the responsibility of the

respective preparers. Based on reading

these reports we have not identifi ed

material inconsistencies between these

reports and the audited group and

separate annual fi nancial statements.

However, we have not audited these

reports and accordingly do not express

an opinion thereon.

Audit tenure In terms of the IRBA Rule published in

Government Gazette number 39475

dated 4 December 2015, we report that

Nexia SAB&T has been the auditor of

Gold Brands Investments Limited for

one year.

Nexia SAB&T

Registered Auditors

Per: A Darmalingam

31 August 2016



Directors’ report

The directors have pleasure in

submitting their report on the annual

fi nancial statements of Gold Brands

Investments Limited for the year ended

29 February 2016.

Nature of business Main business and operations

Gold Brands Investments Limited is

a holding company listed on the JSE

Limited (JSE), under the category

Consumer Services: Travel and

Leisure, incorporated in 2015. Gold

Brands Investments Limited and its

subsidiaries (the group) is a branded

food services franchisor incorporated

in South Africa. The group operates

principally in South Africa.

Review of fi nancial results and activities The operating results and state of

affairs of the group and company are

fully set out in the attached annual

fi nancial statements and do not in our

opinion require any further comment.

Authorised and issued share capital Refer to note 15 of the annual fi nancial

statements for detail of the movement

in authorised and issued share capital.

Dividends No dividends were declared or paid to

shareholders during the year.

Directors The directors of the company during

the year and to the date of this report

are as follows:

Name Date of appointment

E Nathanael 18 May 2015

CD Raphiri 18 May 2015

C Kassianides 15 January 2016

C Rugara 18 May 2015

H Biko 1 December 2015

TC Ballard 1 December 2015

V Nichas 15 January 2016

Directors’ interests in company shares The following directors of the company held direct and indirect interest in the

issued share capital of the company at 29 February 2016 as set out below:

2016

TotalDirector Direct Indirect

Percentage

holding

E Nathanael 22 562 500 – 20,51 22 562 500

V Nichas 100 000 – 0,09 100 000

C Kassianides – 550 000 0,50 550 000

CD Raphiri 250 000 – 0,23 250 000

H Biko and C Rugara – 45 125 000 41,02 45 125 000

22 912 500 45 675 000 62,35 68 587 500

There were no movements on the above shareholding since the fi nancial year-end

and the date of this report.

Non-current assets There were no signifi cant changes in the nature of the non-current assets of the

company during the year under review other than those disclosed in the notes to

the fi nancial statements.

Interest in subsidiaries

Name of subsidiary

Net profi t

after tax

%

shareholding

Franchising to Africa Proprietary Limited 525 034 100

Gold Brands Food Services Proprietary Limited 767 056 100

Sauce World Proprietary Limited – 100

Black Steer Enterprises Proprietary Limited 7 710 652 100

One Plus One Pizza Proprietary Limited – 100

Pitaland Proprietary Limited – 100

Chicken Wild Wings Proprietary Limited – 100

Butcher’s Grill Proprietary Limited – 100

Gold Brands Chesanyama Proprietary Limited – 100

Special resolutions Special resolutions passed by Gold Brands Investments Limited and its

subsidiaries:

• Approval of fi nancial assistance to all related and inter-related companies.

Events after the reporting period The directors are not aware of any material matter or circumstance arising since

the end of the fi nancial year.



Going concern The annual fi nancial statements

have been prepared on the basis of

accounting policies applicable to a

going concern. This basis presumes

that funds will be available to fi nance

future operations and that the

realisation of assets and settlement of

liabilities, contingent obligations and

commitments will occur in the ordinary

course of business.

Auditors Nexia SAB&T will continue in offi ce

in accordance with section 90 of the

Companies Act of South Africa.

Secretary The secretary of the company is

River Group.

Business address

211 Kloof Street, Waterkloof, Pretoria

Postal address

PO Box 2579, Brooklyn Square, 0075

Financial statements The annual results and fi nancial

position of the group and company are

set out on pages 50 to 53.

The audited fi nancial statements

have been prepared in accordance

with International Financial

Reporting Standards (IFRS) and

their interpretations adopted by the

International Accounting Standards

Board (IASB), the Financial Reporting

Guides issued by the Accounting

Practices Committee of the South

African Institute of Chartered

Accountants, Listings Requirements

of the JSE Limited (JSE), and the

Companies Act of South Africa.

Compliance statement by the

company secretary

We hereby certify that in terms of section 88(2) of the Companies Act, No 71

of 2008, the company has fi led with the Companies and Intellectual Property

Commission all such returns and notices as are required of a public company and

that all such returns are true, correct and up to date in respect of the fi nancial year

ended 29 February 2016.

River Capital Partners Proprietary Limited

Company secretary

Pretoria

31 August 2016



Statement of fi nancial positionas at 29 February 2016

GROUP COMPANY

Notes

2016

R

2016

R

Assets Non-current assets

Property, plant and equipment 3 12 172 550 –

Goodwill 4 5 931 416 –

Intangible assets 5 5 885 112 –

Investments in subsidiaries 6 – 16 458 812

Deferred tax 11 64 664 –

24 053 742 16 458 812

Current assets

Inventories 12 17 521 409 –

Loans to group companies 7 – 26 604 565

Other fi nancial assets 8 17 679 717 –

Current tax receivable 1 882 765 –

Trade and other receivables 13 27 423 289 344

Cash and cash equivalents 14 3 107 306 1 898 029

67 614 486 28 502 938

Total assets 91 668 228 44 961 750

Equity and liabilities Equity

Share capital 15 44 877 000 44 877 000

Retained income/(accumulated loss) 8 953 880 (49 063)

53 830 880 44 827 937

Liabilities

Non-current liabilities

Instalment sale obligations 16 4 884 999 –

Current liabilities

Current tax payable 2 231 529 –

Instalment sale obligations 16 1 779 085 –

Operating lease liability 9 780 517 –

Trade and other payables 18 28 161 218 133 813

32 952 349 133 813

Total liabilities 37 837 348 133 813

Total equity and liabilities 91 668 228 44 961 750



Statement of comprehensive incomefor the year ended 29 February 2016

GROUP COMPANY

Notes

2016

R

2016

R

Revenue 19 235 502 971 –

Cost of sales (174 894 524) –

Gross profi t 60 608 447 –

Other income 1 837 985 –

Operating expenses (51 475 729) (52 456)

Operating profi t/(loss) 20 10 970 703 (52 456)

Investment revenue 21 2 309 314 3 424

Finance costs 22 (928 106) (31)

Profi t/(loss) before taxation 12 351 911 (49 063)

Taxation 23 (3 398 031) –

Profi t/(loss) for the year 8 953 880 (49 063)

Other comprehensive income – –

Total comprehensive income/(loss) for the year 8 953 880 (49 063)

Attributable to the equity shareholders of the company 8 953 880 (49 063)

Earnings per share

Basic earnings per share (cents) 24 10,25

Diluted earnings per share (cents) 24 10,25



Notes

Share

capital

R

Retained

income/

(accu-

mulated

loss)

R

Total

equity

R

Group

Profi t for the year – 8 953 880 8 953 880

Total comprehensive income for the year – 8 953 880 8 953 880

Issue of shares 44 877 000 – 44 877 000

Total contributions by owners of company recognised directly in equity 44 877 000 – 44 877 000

Balance at 29 February 2016 15 44 877 000 8 953 880 53 830 880

Company

Loss for the year – (49 063) (49 063)

Other comprehensive income – – –

Total comprehensive loss for the year – (49 063) (49 063)

Issue of shares 44 877 000 – 44 877 000

Total contributions by owners of company recognised directly in equity 44 877 000 – 44 877 000

Balance at 29 February 2016 15 44 877 000 (49 063) 44 827 937

Statement of changes in equity for the year ended 29 February 2016



Statement of cash fl owsfor the year ended 29 February 2016

GROUP COMPANY

Notes

2016

R

2016

R

Cash fl ows from operating activities

Cash utilised in operations 25 (5 324 021) 81 014

Interest income 2 185 980 3 424

Finance costs (828 986) (31)

Tax paid 26 (6 054 784) –

Net cash from operating activities (10 021 811) 84 407

Cash fl ows from investing activities

Purchase of property, plant and equipment 3 (1 489 931) –

Loans advanced to group companies – (23 188 378)

Cash acquired through business combinations 27 522 676 –

Increase in other fi nancial assets (9 688 706) –

Net cash from investing activities (10 655 961) (23 188 378)

Cash fl ows from fi nancing activities

Proceeds from share issue 15 25 002 000 25 002 000

Instalment sale obligation payments (1 216 922) –

Net cash from fi nancing activities 23 785 078 25 002 000

Total cash movement for the year 3 107 306 1 898 029

Total cash at the end of the year 14 3 107 306 1 898 029



Notes to the annual fi nancial statementsfor the year ended 29 February 2016

1. Accounting policies

Presentation of annual fi nancial

statements

The annual fi nancial statements have

been prepared in accordance with

International Financial Reporting

Standards and their interpretations

adopted by the International Accounting

Standards Board, the Financial

Reporting Guides issued by the

Accounting Practices Committee of

the South African Institute of Chartered

Accountants, the Listings Requirements

of the JSE Limited and the Companies

Act of South Africa. The annual fi nancial

statements have been prepared on the

historical cost basis, except for the cash

fl ow information which is measured

on a cash basis, and incorporate

the principal accounting policies set

out below.

The annual fi nancial statements are

presented in South African Rands, which

is the company’s functional currency.

Standards and interpretations effective

in 2017

A full list of standards that will become

effective in the next fi nancial year are

disclosed in note 2.

1.1 Consolidation

Basis of consolidation

The group annual fi nancial statements

incorporate the annual fi nancial

statements of the company and all

entities which are controlled by the

company.

Control exists when the company 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 results of subsidiaries are included

in the group annual fi nancial statements

from the effective date of acquisition to

the effective date of disposal.

Adjustments are made when necessary

to the annual fi nancial statements of

subsidiaries to bring their accounting

policies in line with those of

the group.

All intra-group transactions, balances,

income and expenses are eliminated

in full on consolidation.

Business combinations

Gold Brands Investments Limited and

its subsidiaries determine whether a

transaction or other event is a business

combination by applying the defi nition

in accordance with IFRS 3, which

requires that the assets acquired

and liabilities assumed constitute a

business. If the assets acquired are

not a business, the reporting entity

accounts for the transaction or other

event as an asset acquisition.

The group accounts for each

business combination by applying

the acquisition method.

The company (acquirer) measures the

identifi able assets acquired and the

liabilities assumed at their acquisition

date fair values.

The cost of the business combination

is measured as the aggregate of

the fair values of assets given,

liabilities incurred or assumed and

equity instruments issued. Costs

directly attributable to the business

combination are expensed as incurred,

except the costs to issue debt which

are amortised as part of the effective

interest and costs to issue equity which

are included in equity.

Contingent consideration is included

in the cost of the combination at fair

value as at the date of acquisition.

Subsequent changes to the assets,

liability or equity which arise as a result

of the contingent consideration are

not effected against goodwill, unless

they can be accurately measured in

the period.

The acquiree’s identifi able assets,

liabilities and contingent liabilities

which meet the recognition conditions

of IFRS 3 Business Combinations

are recognised at their fair values

at acquisition date.

The group recognises as of the

acquisition date a contingent liability

assumed in a business combination

if it is a present obligation that arises

from past events and its fair value can

be measured reliably.

Goodwill is determined as the

consideration paid, plus the fair value

of any shareholding held prior to

obtaining control, less the fair value of

the identifi able assets and liabilities

of the acquiree.

Goodwill is not amortised but is tested

on an annual basis for impairment.

If goodwill is assessed to be impaired,

that impairment is not subsequently

reversed.

The excess of the group’s interest in

the net fair value of identifi able assets,

liabilities and contingent liabilities over

the cost of the business combination

is immediately recognised in profi t

and loss.

Upon disposal, the attributable carrying

value of goodwill is included in the

calculation of the profi t or loss on

disposal.

Subsidiaries

Subsidiaries are entities controlled by

the group. Investments in subsidiaries

are carried at cost less impairment

adjustments in the company’s separate

fi nancial statements.

1.2 Signifi cant judgements

and sources of estimation

uncertainty

In preparing the annual fi nancial

statements, management is required to

make estimates and assumptions that

affect the amounts represented in the

annual fi nancial statements and related

disclosures. Management used the

most relevant available information and

the application of judgement is inherent

in the formation of estimates. Actual

results in the future could differ from

these estimates which may be material

to the annual fi nancial statements.

Signifi cant judgements include:

Impairment of non-fi nancial and

fi nancial assets

The impairment for non-fi nancial

and fi nancial assets is calculated

on an asset by asset basis, based



on historical loss ratios and other

indicators present at the reporting date

that correlate with defaults on the asset.

Goodwill and intangible assets with

an indefi nite useful life are annually

assessed for impairment based on

the methodology and assumptions

disclosed in notes 4 and 5.

Provisions

Provisions were raised and

management determined an estimate

based on the information available.

Taxation

Judgement is required in determining

the provision for income taxes due to

the complexity of legislation. There are

many transactions and calculations for

which the ultimate tax determination is

uncertain during the ordinary course

of business. The group recognises

liabilities for anticipated tax audit

issues based on estimates of whether

additional taxes will be due. Where the

fi nal tax outcome of these matters is

different from the amounts that were

initially recorded, such differences will

impact the income tax and deferred tax

provisions in the period in which such

determination is made.

The group recognises the net future

tax benefi t related to deferred

income tax assets to the extent that

it is probable that the deductible

temporary differences will reverse

in the foreseeable future. Assessing

the recoverability of deferred income

tax assets requires the group to

make signifi cant estimates related to

expectations of future taxable income.

Estimates of future taxable income

are based on forecast cash fl ows from

operations. To the extent that future

cash fl ows and taxable income differ

signifi cantly from estimates, the ability

of the group to realise the net deferred

tax assets recorded at the end of the

reporting period could be impacted.

Property, plant and equipment

and intangible assets

Management has applied its judgement

in assessing the useful life and the

residual value of property, plant and

equipment and intangible assets

as presented in the accounting policies. The residual values, useful lives and

depreciation methods applied to assets are reviewed at each fi nancial

year-end based on relevant market information and management consideration.

1.3 Property, plant and equipment

The cost of an item of property, plant and equipment is recognised as an asset when:

• it is probable that future economic benefi ts associated with the item will fl ow to

the company; and

• the cost of the item can be measured reliably.

Property, plant and equipment are initially measured at cost.

Property, plant and equipment are depreciated on the straight-line basis over their

expected useful lives to their estimated residual value.

Property, plant and equipment are carried at cost less accumulated depreciation

and any impairment losses.

The useful lives of items of property, plant and equipment have been assessed

as follows:

Item Average useful life

Leasehold improvements Period of lease

Plant and machinery 10 years

Furniture and fi xtures 6 years

Motor vehicles 5 years

IT equipment 3 years

Signage 10 years

Kitchen equipment 5 years

The residual value, useful life and

depreciation method of each asset

are reviewed at the end of each

reporting period. If the expectations

differ from previous estimates, the

change is accounted for as a change

in accounting estimate.

The depreciation charge for each

period is recognised in profi t or loss

unless it is included in the carrying

amount of another asset.

The gain or loss arising from the

derecognition of an item of property,

plant and equipment is included

in profi t or loss when the item is

derecognised. The gain or loss arising

from the derecognition of an item

of property, plant and equipment is

determined as the difference between

the net disposal proceeds, if any, and

the carrying amount of the item.

1.4 Intangible assets

An intangible asset is recognised when:

• it is probable that the expected

future economic benefi ts that are

attributable to the asset will fl ow to

the entity; and

• the cost of the asset can be

measured reliably.

Intangible assets are carried at cost

less any accumulated amortisation and

any impairment losses.

An intangible asset is regarded as

having an indefi nite useful life when,

based on all relevant factors, there is

no foreseeable limit to the period over

which the asset is expected to generate

net cash infl ows. Amortisation is not

provided for these intangible assets, but

they are tested for impairment annually

and whenever there is an indication

that the asset may be impaired. For all

other intangible assets amortisation is

provided on a straight-line basis over

their useful lives.



Notes to the annual fi nancial statements continued


1. Accounting policies continued

1.4 Intangible assets continued

The amortisation period and the

amortisation method for intangible

assets are reviewed every period-end.

Reassessing the useful life of an

intangible asset with a fi nite useful

life after it was classifi ed as indefi nite

is an indicator that the asset may

be impaired. As a result, the asset

is tested for impairment and the

remaining carrying amount is amortised

over its useful life.

Internally generated brands, customer

lists and items similar in substance are

not recognised as intangible assets.

Amortisation is provided to write down

the intangible assets, on a straight-line

basis, over their useful lives:

Item Useful life

Franchise agreements Indefi nite

1.5 Financial instruments

Classifi cation

The group classifi es fi nancial assets

and fi nancial liabilities into the following

categories:

• Loans and receivables

• Financial liabilities measured at

amortised cost.

Classifi cation depends on the purpose

for which the fi nancial instruments were

obtained/incurred and takes place at

initial recognition.

Initial recognition and measurement

Financial instruments are recognised

initially when the group becomes a

party to the contractual provisions of

the instruments.

The group classifi es fi nancial

instruments, or their component

parts, on initial recognition as a

fi nancial asset, a fi nancial liability or

an equity instrument, in accordance

with the substance of the contractual

arrangement. Financial instruments

are initially measured at fair value.

For fi nancial instruments which are

not at fair value through profi t or loss,

transaction costs are included in the

initial measurement of the instrument.

Transaction costs on fi nancial

instruments at fair value through profi t

or loss are recognised in profi t or loss.

Subsequent measurement

Loans and receivables are subsequently

measured at amortised cost, using

the effective interest method, less

accumulated impairment losses.

Financial liabilities at amortised cost are

subsequently measured at amortised

cost, using the effective interest method.

Derecognition

Financial assets are derecognised

when the rights to receive cash fl ows

from the fi nancial assets have expired

or have been transferred and the group

has transferred substantially all risks

and rewards of ownership.

Financial liabilities are derecognised

when their contractual obligations are

discharged, cancelled or expire.

Fair value determination

If the market for a fi nancial asset is not

active (and for unlisted securities), the

group establishes fair value by using

valuation techniques. These include the

use of recent arm’s-length transactions,

reference to other instruments that are

substantially the same, discounted

cash fl ow analysis, and option pricing

models making maximum use of market

inputs and relying as little as possible

on entity-specifi c inputs.

Impairment of fi nancial assets

At each reporting date the group

assesses all fi nancial assets, other than

those at fair value through profi t or loss,

to determine whether there is objective

evidence that a fi nancial asset or group

of fi nancial assets has been impaired.

For amounts due to the group,

signifi cant fi nancial diffi culties of the

debtor, probability that the debtor

will enter bankruptcy and default of

payments are all considered indicators

of impairment.

Impairment losses are recognised in

profi t or loss.

Impairment losses are reversed when

an increase in the fi nancial asset’s

recoverable amount can be related

objectively to an event occurring

after the impairment was recognised,

subject to the restriction that the

carrying amount of the fi nancial asset

at the date that the impairment is

reversed shall not exceed what the

carrying amount would have been had

the impairment not been recognised.

Where fi nancial assets are impaired

through the use of an allowance

account, the amount of the loss is

recognised in profi t or loss within

operating expenses. When such assets

are written off, the write off is made

against the relevant allowance account.

Subsequent recoveries of amounts

previously written off are credited

against operating expenses.

Loans to/(from) group companies

Loans to group companies are

classifi ed as loans and receivables

measured at amortised cost. Loans

from group companies are classifi ed

as fi nancial liabilities measured at

amortised cost.

Loans to shareholders

These fi nancial assets are classifi ed

as loans and receivables, are initially

recognised at fair value plus transaction

costs, and are subsequently measured

at amortised cost.

Trade and other receivables

Trade and other receivables are

classifi ed as loans and receivables.

Trade and other payables

Trade payables are classifi ed as

fi nancial liabilities held at amortised

cost.

Cash and cash equivalents

Cash and cash equivalents comprise

cash on hand and demand deposits,

and other short-term highly liquid

investments that are readily convertible

to a known amount of cash, and



are subject to an insignifi cant risk

of changes in value. These are

initially recognised at fair value and

subsequently at amortised cost.

Bank overdraft and borrowings

Bank overdrafts and borrowings are

initially measured at fair value, and are

subsequently measured at amortised

cost, using the effective interest rate

method. Any difference between the

proceeds (net of transaction costs)

and the settlement or redemption of

borrowings is recognised over the

term of the borrowings in accordance

with the group’s accounting policy for

borrowing costs.

Other fi nancial liabilities

Other fi nancial liabilities are measured

initially at fair value and subsequently

at amortised cost, using the effective

interest rate.

1.6 Tax

Current tax assets and liabilities

Current tax for current and prior periods

is, to the extent unpaid, recognised as

a liability. If the amount already paid

in respect of current and prior periods

exceeds the amount due for those

periods, the excess is recognised as

an asset.

Current tax liabilities/(assets) for the

current and prior periods are measured

at the amount expected to be paid to/

(recovered from) the tax authorities,

using the tax rates (and tax laws) that

have been enacted or substantively

enacted by the end of the reporting

period.

Deferred tax assets and liabilities

A deferred tax liability is recognised

for all taxable temporary differences,

except to the extent that the deferred

tax liability arises from:

• the initial recognition of goodwill; or

• the initial recognition of an asset or

liability in a transaction which:

– is not a business combination; and

– at the time of the transaction,

affects neither accounting profi t

nor taxable profi t (tax loss).

A deferred tax liability is recognised

for all taxable temporary differences

associated with investments in

subsidiaries and branches except to

the extent that both of the following

conditions are satisfi ed:

• The parent, investor or venturer

is able to control the timing of the

reversal of the temporary difference;

and

• It is probable that the temporary

difference will not reverse in the

foreseeable future.

A deferred tax asset is recognised for

all deductible temporary differences

to the extent that it is probable that

taxable profi t will be available against

which the deductible temporary

difference can be utilised, unless the

deferred tax asset 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 accounting profi t nor taxable

profi t (tax loss).

A deferred tax asset is recognised

for all deductible temporary

differences arising from investments in

subsidiaries, branches and associates

and interests in joint ventures, to the

extent it is probable that:

• the temporary difference will reverse

in the foreseeable future; and

• taxable profi t will be available against

which the temporary difference can

be utilised.

A deferred tax asset is recognised for

the carry forward of unused tax losses

to the extent that it is probable that

future taxable profi t will be available

against which the unused tax losses

can be utilised. The directors assessed

that the tax losses will be recovered

based on profi tability forecasts.

Deferred tax assets and liabilities are

measured at the tax rates that are

expected to apply to the period when

the asset is realised or the liability

is settled, based on tax rates (and

tax laws) that have been enacted or

substantively enacted by the end of the

reporting period.

Tax expenses

Current and deferred taxes are

recognised as income or an expense

and included in profi t or loss for the

period, except to the extent that the tax

arises from:

• a transaction or event which is

recognised, in the same or a different

period, to other comprehensive

income; or

• a business combination.

Current tax and deferred taxes

are charged or credited to other

comprehensive income if the tax relates

to items that are credited or charged, in

the same or a different period, to other

comprehensive income.

Current tax and deferred taxes are

charged or credited directly to other

comprehensive income if the tax relates

to items that are credited or charged, in

the same or a different period, to other

comprehensive income.

1.7 Leases

A lease is classifi ed as a fi nance lease

if it transfers substantially all the risks

and rewards incidental to ownership.

A lease is classifi ed as an operating

lease if it does not transfer substantially

all the risks and rewards incidental to

ownership.

Operating leases – lessee

Operating lease payments are

recognised as an expense on a

straight-line basis over the lease term.

The excess of the amounts recognised

as an expense over the contractual

payments made is recognised as an

operating lease liability. This liability is

not discounted.

Any contingent rentals are expensed in

the period they are incurred.






1.8 Inventories

Inventories are measured at the lower

of cost and net realisable value.

Net realisable value is the estimated

selling price in the ordinary course of

business less the estimated costs of

completion and the estimated costs

necessary to make the sale.

The cost of inventories comprises all

costs of purchase, costs of conversion

and other costs incurred in bringing the

inventories to their present location and

condition.

The cost of inventories is assigned

using the weighted average cost

formula. The same cost formula is

used for all inventories having a similar

nature and use to the entity.

Inventory consists of raw materials,

work in progress, fi nished goods and

stores held for sale in the ordinary

cause of business.

When inventories are sold, the

carrying amount of those inventories

is recognised as an expense in the

period in which the related revenue is

recognised. The amount of any write-

down of inventories to net realisable

value and all losses of inventories


period the write-down or loss occurs.

The amount of any reversal of any

write-down of inventories, arising from

an increase in net realisable value,

is recognised as a reduction in the

amount of inventories recognised as

an expense in the period in which the

reversal occurs.

1.9 Impairment of assets

The group assesses at each end of

the reporting period whether there is

any indication that an asset may be

impaired. If any such indication exists,

the group estimates the recoverable

amount of the asset.

Irrespective of whether there is any

indication of impairment, the group also:

• tests intangible assets with an

indefi nite useful life or intangible

assets not yet available for use for

impairment annually by comparing its

carrying amount with its recoverable

amount. This impairment test is

performed during the annual period

and at the same time every period;

and

• tests goodwill acquired in a business

combination for impairment annually.

If there is any indication that an asset

may be impaired, the recoverable

amount is estimated for the individual

asset. If it is not possible to estimate the

recoverable amount of the individual

asset, the recoverable amount of the

cash-generating unit to which the asset

belongs is determined.

The recoverable amount of an asset or

a cash-generating unit is the higher of

its fair value less costs to sell and its

value in use.

If the recoverable amount of an asset

is less than its carrying amount, the

carrying amount of the asset is reduced

to its recoverable amount. That

reduction is an impairment loss.

An impairment loss of assets carried at

cost less any accumulated depreciation

or amortisation is recognised

immediately in profi t or loss. Any

impairment loss of a revalued asset is

treated as a revaluation decrease to the

extent of any revaluation asset surplus

recognised on the asset.

Goodwill acquired in a business

combination is, from the acquisition

date, allocated to each of the cash-

generating units, or groups of cash-

generating units, that are expected

to benefi t from the synergies of the

combination.

An impairment loss is recognised for

cash-generating units if the recoverable

amount of the unit is less than the

carrying amount of the units. The

impairment loss is allocated to reduce

the carrying amount of the assets of the

unit in the following order:

• First, to reduce the carrying amount

of any goodwill allocated to the

cash-generating unit; then

• To the other assets of the unit, pro

rata, on the basis of the carrying

amount of each asset in the unit.

An entity assesses at each reporting

date whether there is any indication

that an impairment loss recognised

in prior periods for assets other than

goodwill may no longer exist or may

have decreased. If any such indication

exists, the recoverable amounts of

those assets are estimated.

The increased carrying amount of an

asset other than goodwill attributable to

a reversal of an impairment loss does

not exceed the carrying amount that

would have been determined had no

impairment loss been recognised for

the asset in prior periods.

A reversal of an impairment loss of

assets carried at cost less accumulated

depreciation or amortisation other than

goodwill is recognised immediately

in profi t or loss. Any reversal of an

impairment loss of a revalued asset is

treated as a revaluation increase.

1.10 Share capital and equity

An equity instrument is any contract

that evidences a residual interest in the

assets of an entity after deducting all

of its liabilities.

Ordinary shares are classifi ed

as equity.

1.11 Employee benefi ts

Short-term employee benefi ts

The cost of short-term employee

benefi ts (those payable within

12 months after the service is rendered,

such as paid vacation leave and sick

leave, bonuses, and non-monetary

benefi ts such as medical care) is

recognised in the period in which

the service is rendered and is not

discounted.

The expected cost of compensated

absences is recognised as an expense

as the employees render services that



increase their entitlement or, in the case

of non-accumulating absences, when

the absence occurs.

1.12 Earnings per share and headline

earnings per share

The group presents basic and

diluted earnings per share (EPS)

for its ordinary shares. Basic

EPS is calculated by dividing the

profi t attributable to the ordinary

shareholders by the weighted average

number of ordinary shares in issue

during the period.

Diluted EPS is determined by adjusting

the profi t attributable to ordinary

shareholders and the weighted average

number of ordinary shares in issue for

any dilutive effects.

The calculation of headline EPS is

based on the net profi t attributable to

equity holders, after excluding all items

of a non-trading nature, divided by the

weighted average number of ordinary

shares in issue during the year.

The presentation of headline earnings

is not an IFRS requirement, but is

required by the JSE Limited.

1.13 Provisions and contingencies

Provisions are recognised when:

• the group has a present obligation

as a result of a past event;

• it is probable that an outfl ow of

resources embodying economic

benefi ts will be required to settle the

obligation; and

• a reliable estimate can be made of

the obligation.

The amount of the provision is the

present value of the expenditure

expected to be required to settle the

obligation.

Where some or all of the expenditure

required to settle a provision is

expected to be reimbursed by another

party, the reimbursement shall be

recognised when, and only when, it

is virtually certain that reimbursement

will be received if the entity settles

the obligation. The reimbursement

shall be treated as a separate asset.

The amount recognised for the

reimbursement shall not exceed the

amount of the provision.

Provisions are not recognised for future

operating losses.

If an entity has a contract that is

onerous, the present obligation under

the contract shall be recognised and

measured as a provision.

After their initial recognition, contingent

liabilities recognised in business

combinations, that are recognised

separately, are subsequently measured

at the higher of:

• the amount that would be recognised

as a provision; and

• the amount initially recognised less

cumulative amortisation.

1.14 Revenue

Sale of goods

Revenue from the sale of goods is

recognised when all the following

conditions have been satisfi ed:

• The group has transferred to the

buyer the signifi cant risks and

rewards of ownership of the goods;

• The group retains neither continuing

managerial involvement to the

degree usually associated with

ownership nor effective control over

the goods sold;

• The amount of revenue can be

measured reliably;

• It is probable that the economic

benefi ts associated with the

transaction will fl ow to the group; and

• The costs incurred or to be incurred

in respect of the transaction can be

measured reliably.

Rendering of services

When the outcome of a transaction

involving the rendering of services

can be estimated reliably, revenue

associated with the transaction is

recognised by reference to the stage of

completion of the transaction at the end

of the reporting period. The outcome of

a transaction can be estimated reliably

when all the following conditions are

satisfi ed:

• The amount of revenue can be

measured reliably;

• It is probable that the economic

benefi ts associated with the

transaction will fl ow to the group;

• The stage of completion of the

transaction at the end of the

reporting period can be measured

reliably; and

• The costs incurred for the transaction

and the costs to complete the

transaction can be measured reliably.

Revenue is measured at the fair

value of the consideration received or

receivable and represents the amounts

receivable for goods and services

provided in the normal course of

business, net of trade discounts and

volume rebates, and value added tax.

Interest revenue

Interest is recognised, in profi t or loss,

using the effective interest rate method.

Royalties are recognised on the accrual

basis in accordance with the substance

of the relevant agreements.

Service fees included in the price of

the product are recognised as revenue

over the period during which the

service is performed.

1.15 Cost of sales

When inventories are sold, the

carrying amount of those inventories


period in which the related revenue is

recognised. The amount of any write-

down of inventories to net realisable

value and all losses of inventories

are recognised as an expense in the

period the write-down or loss occurs.

The amount of any reversal of any

write-down of inventories, arising from

an increase in net realisable value,

is recognised as a reduction in the

amount of inventories recognised as

an expense in the period in which the

reversal occurs.






1.15 Cost of sales continued

The related cost of providing services

recognised as revenue in the current

period is included in cost of sales.

1.16 Borrowing costs

There are no borrowing costs that

qualify to be capitalised, therefore all

borrowing costs are recognised as an

expense in the period in which they

are incurred.

1.17 Statement of cash fl ows

The statement of cash fl ows is

prepared on the indirect method.

1.18 Segmental reporting

IFRS 8 requires an entity to report

fi nancial and descriptive information

about its reportable segments,

which are operating segments or

aggregations of operating segments

that meet specifi c criteria. Operating

segments are components of an

entity about which separate fi nancial

information is available that is

evaluated regularly by the chief

operating decision-maker.

Therefore, the group determines and

presents its operating segments based

on the information that is internally

provided to the chief executive offi cer,

who is the chief operating

decision-maker.

Furthermore, a segment is a

distinguishable component of the group

that is engaged either in providing

related products or services (business

segment), in providing products or

services within a particular economic

environment (geographical segment),

which is subject to risks and returns

that are different from those of the other

segments.

The group does not have different

operating segments. The business

is conducted in South Africa and is

managed at a central head offi ce with

no branches. The group is managed

as one operating unit.

All revenues from external customers

originate in South Africa.

The standard on segment reporting will

not be implemented as Gold Brands

Investments Limited has only one

segment.

2. New standards and

interpretations

2.1 Standards and interpretations

effective and adopted in the

current year

The company was incorporated

during the current year and adopted

the relevant International Financial

Reporting Standards and the

interpretations adopted by the IASB as

a fi nancial reporting framework.


not yet effective

The group has chosen not to early

adopt the following standards and

interpretations, which have been

published and are mandatory for the

group’s accounting periods beginning

on or after 1 March 2016 or later

periods:

IFRS 5: Non-current Assets Held for

Sale and Discontinued Operations

Annual Improvements 2012 – 2014

Cycle: Amendments clarifying that a

change in the manner of disposal of

a non-current asset or disposal group

held for sale is considered to be a

continuation of the original plan of

disposal, and accordingly, the date

of classifi cation as held for sale does

not change.

The effective date of the group

is for years beginning on or after

1 January 2016.

The group expects to adopt the

amendment for the fi rst time in the 2017

annual fi nancial statements.

It is unlikely that the amendment will

have a material impact on the group’s


IFRS 7: Financial Instruments:

Disclosures

Annual improvements 2012 – 2014

Cycle: Amendment clarifying under

what circumstances an entity will have

continuing involvement in a transferred

fi nancial asset as a result of servicing

contracts. Annual Improvements 2012 –

2014 Cycle: Amendment clarifying the

applicability of previous amendments

to IFRS 7 issued in December 2011

with regard to offsetting fi nancial assets

and fi nancial liabilities in relation to

interim fi nancial statements prepared

under IAS 34.



1 January 2016.







IAS 19: Employee Benefi ts


Cycle: Clarifi cation of the requirements

to determine the discount rate in a

regional market sharing the same

currency (for example, the Eurozone).



1 January 2016.







IAS 1: Presentation of Financial

Statements

Disclosure initiative: Amendments

designed to encourage entities to apply

professional judgement in determining

what information to disclose in their

fi nancial statements. For example, the

amendments make clear that materiality

applies to the whole of fi nancial

statements and that the inclusion of

immaterial information can inhibit the



usefulness of fi nancial disclosures.

Furthermore, the amendments clarify

that entities should use professional

judgement in determining where and in

what order information is presented in

the fi nancial disclosures.



1 January 2016.







IAS 34: Interim Financial Reporting


Cycle: Clarifi cation of the meaning of

disclosure of information “elsewhere in

the interim fi nancial report”.



1 January 2016.







IFRS 9: Financial Instruments

A fi nal version of IFRS 9 has been

issued which replaces IAS 39:

Financial Instruments: Recognition and

Measurement. The completed standard

comprises guidance on classifi cation

and measurement, impairment hedge

accounting and derecognition:

• The new model introduces a single

impairment model being applied to

all fi nancial instruments, as well as an

“expected credit loss” model for the

measurement of fi nancial assets.

• IFRS 9 contains a new model for

hedge accounting that aligns the

accounting treatment with the risk

management activities of an entity,

in addition, enhanced disclosures

will provide better information about

risk management and the effect of

hedge accounting on the fi nancial

statements.

• IFRS 9 carries forward the

derecognition requirements of

fi nancial assets and liabilities from

IAS 39.


standard for the fi rst time in the 2019


It is unlikely that the standard will have

a material impact on the group’s annual


IFRS 15: Revenue from Contracts with

Customers

New standard that requires entities

to recognise revenue to depict the

transfer of promised goods or services

to customers in an amount that refl ects

the consideration to which the entity

expects to be entitled in exchange

for those goods or services. This core

principle is achieved through a fi ve-step

methodology that is required to be

applied to all contracts with customers.

The new standard will also result in

enhanced disclosures about revenue,

provide guidance for transactions

that were not previously addressed

comprehensively, and improve guidance

for multiple-element arrangements.

The new standard supersedes:

• IAS 11: Construction Contracts;

• IAS 18: Revenue;

• IFRIC 13: Customer Loyalty

Programmes;

• IFRIC 15: Agreements for the

Construction of Real Estate;

• IFRIC 18: Transfers of Assets from

Customers; and

• SIC-31 Revenue – Barter Transactions

Involving Advertising Services.

IFRS 15 also includes extensive new

disclosure requirements. The effective

date of the standard is for years

beginning on or after 1 January 2017.







IFRS 11: Joint Arrangements

Amendments adding new guidance

on how to account for the acquisition

of an interest in a joint operation that

constitutes a business which specify

the appropriate accounting treatment

for such acquisitions.

The effective date of the amendments


1 January 2016.


amendments for the fi rst time in the

2017 annual fi nancial statements.

It is unlikely that the amendments will



IAS 16: Property, Plant and Equipment

Amendment to both IAS 16 and IAS 38

establishing the principle for the basis

of depreciation and amortisation

as being the expected pattern of

consumption of the future economic

benefi ts of an asset. The amendment

clarifi es that revenue is generally

presumed to be an inappropriate basis

for measuring the consumption of

economic benefi ts in such assets.

Amendment to IAS 16 and IAS 41 which

defi nes bearer plants and includes

bearer plants in the scope of IAS 16:

Property, Plant and Equipment, rather

than IAS 41, allowing such assets to be

accounted for after initial recognition in

accordance with IAS 16.

The effective date of the amendment


1 January 2016.











2. New standards and

interpretations continued


not yet effective continued

IFRS 12: Disclosure of Interests in

Other Entities

Investment Entities: Applying the

Consolidation Exception: Narrow-scope

amendments to IFRS 10, IFRS 12 and

IAS 28 introduce clarifi cations to the

requirements when accounting for

investment entities. The amendments

also provide relief in particular

circumstances, which will reduce the

costs of applying the standards.



1 January 2016.







IAS 27: Consolidated and Separate

Financial Statements

Amendments to IAS 27 will allow

entities to use the equity method to

account for investments in subsidiaries,

joint ventures and associates in their

separate fi nancial statements.



1 January 2016.







IFRS 14: Regulatory Deferral Accounts

IFRS 14 permits fi rst-time adopters

to continue to recognise amounts

related to its rate regulated activities in

accordance with their previous GAAP

requirements when they adopt IFRS.

However, to enhance comparability

with entities that apply IFRS and do not

recognise such amounts, the standard

requires that the effect of rate regulation

must be presented separately from

other items. An entity that already

presents IFRS fi nancial statements is

not eligible to apply the standard.

The effective date of the standard


1 January 2016.







IFRS 10: Consolidated Financial

Statements










Sale or Contribution of Assets

between an Investor and its Associate

or Joint Venture (amendments

to IFRS 10 and IAS 28): Narrow-

scope amendment address an

acknowledged inconsistency between

the requirements in IFRS 10 and those

in IAS 28 (2011), in dealing with the

sale or contribution of assets between

an investor and its associate or joint

venture.



1 January 2016.







IAS 28: Investments in Associates and

Joint Ventures










Sale or Contribution of Assets

between an Investor and its Associate

or Joint Venture (amendments

to IFRS 10 and IAS 28): Narrow-

scope amendment to address an

acknowledged inconsistency between

the requirements in IFRS 10 and those

in IAS 28 (2011), in dealing with the

sale or contribution of assets between

an investor and its associate or joint

venture.



1 January 2016.







IAS 38: Intangible Assets

Amendments to IAS 16 and IAS 38 to

clarify the basis for the calculation of

depreciation and amortisation, as being

the expected pattern of consumption

of the future economic benefi ts of an

asset. Amendment to both IAS 16 and

IAS 38 establishing the principle for the

basis of depreciation and amortisation

as being the expected pattern of

consumption of the future economic

benefi ts of an asset. Clarifying that

revenue is generally presumed to be an

inappropriate basis for measuring the

consumption of economic benefi ts in

such assets.



1 January 2016.









IFRS 16: Leases

New standard that introduces a

single lessee accounting model and

requires a lessee to recognise assets

and liabilities for all leases with a

term of more than 12 months, unless

the underlying asset is of low value.

A lessee is required to recognise a

right-of-use asset representing its right

to use the underlying leased asset

and a lease liability representing its

obligation to make lease payments.

A lessee measures right-of-use

assets similarly to other non-fi nancial

assets (such as property, plant and

equipment) and lease liabilities similarly

to other fi nancial liabilities. As a

consequence, a lessee recognises

depreciation of the right-of-use asset

and interest on the lease liability,

and also classifi es cash repayments

of the lease liability into a principal

portion and an interest portion and

presents them in the statement of cash

fl ows applying IAS 7: Statement of

Cash Flows.

IFRS 16 contains expanded disclosure

requirements for lessees. Lessees will

need to apply judgement in deciding

upon the information to disclose to

meet the objective of providing a

basis for users of fi nancial statements

to assess the effect that leases have

on the fi nancial position, fi nancial

performance and cash fl ows of

the lessee.

IFRS 16 substantially carries forward

the lessor accounting requirements in

IAS 17. Accordingly, a lessor continues

to classify its leases as operating

leases or fi nance leases, and to

account for those two types of leases

differently.

IFRS 16 also requires enhanced

disclosures to be provided by lessors

that will improve information disclosed

about a lessor’s risk exposure,

particularly to residual value risk.

IFRS 16 supersedes the following

standards and interpretations:

(a) IAS 17: Leases;

(b) IFRIC 4: Determining whether an

Arrangement contains a Lease;

(c) SIC-15: Operating Leases –

Incentives; and

(d) SIC-27: Evaluating the Substance

of Transactions Involving the Legal

Form of a Lease.



1 January 2019.







IAS 12: Income Taxes

Recognition of Deferred Tax Assets for

Unrealised Losses (amendments to

IAS 12): Narrow-scope amendment to

clarify the requirements on recognition

of deferred tax assets for unrealised

losses on debt instruments measured

at fair value.



1 January 2017.







IAS 7: Statement of Cash Flows

Amendments requiring entities to

disclose information about changes in

their fi nancing liabilities. The additional

disclosures will help investors to

evaluate changes in liabilities arising

from fi nancing activities, including

changes from cash fl ows and non-cash

changes (such as foreign exchange

gains or losses).



1 January 2017.

The company expects to adopt the




a material impact on the company’s




3. Property, plant and equipment

2016

Cost

R

Accu-

mulated

depreciation

R

Carrying

value

R

Group

Plant and machinery 5 999 581 (1 134 309) 4 865 272

Furniture and fi xtures 1 343 262 (466 053) 877 209

Motor vehicles 8 117 548 (2 596 641) 5 520 907

IT equipment 779 527 (386 897) 392 630

Leasehold improvements 85 000 (894) 84 106

Kitchen equipment 103 016 (66 337) 36 679

Signage 585 702 (189 955) 395 747

Total 17 013 636 (4 841 086) 12 172 550

Reconciliation of property, plant and equipment

2016

Opening

balance

R

Additions

R

Additions

through

business

combi-

nations

R

Depre-

ciation

R

Total

R

Group

Plant and machinery – 1 970 788 3 310 127 (415 643) 4 865 272

Furniture and fi xtures – 274 688 802 057 (199 536) 877 209

Motor vehicles – 943 286 6 074 935 (1 497 314) 5 520 907

IT equipment – 316 094 299 180 (222 644) 392 630

Leasehold improvements – 85 000 – (894) 84 106

Kitchen equipment – – 57 283 (20 604) 36 679

Signage – – 454 318 (58 571) 395 747

Total – 3 589 856 10 997 900 (2 415 206) 12 172 550

The carrying value of property, plant and equipment held under instalment sale agreements is as follows:

(refer to note 16)

GROUP COMPANY

2016

R

2016

R

Plant and machinery 1 306 699 –

Motor vehicles 5 348 627 –

Total 6 655 326 –





4. Goodwill

2016

Cost

R

Accu-

mulated

impairment

R

Carrying

value

R

Group

Goodwill 5 931 416 – 5 931 416

Reconciliation of goodwill

2016

Opening

balance

R

Additions

through

business

combination

R

Total

R

Group

Goodwill – 5 931 416 5 931 416

Goodwill was tested for impairment, based on the assumptions detailed below:

Franchising to Africa Proprietary Limited

Key assumptions used in value-in-use calculations include budgeted franchise revenue streams. The assumptions are

based on historical results for the brand as well as the individual branded outlets. The key assumptions used in these

budgets are a refl ection of management’s past experience in the market in which the unit operates. Cash fl ows for a

fi ve-year period have been extrapolated using a steady 10% per annum growth rate. Beyond this fi ve-year period,

the group used a terminal growth rate of 10%. These cash fl ows were discounted using a discount rate of 22,15%.

The various sensitivity analyses were performed by changing key variables by 1% in the calculation which resulted

in the recoverable amount exceeding the carrying amount in all instances.

Black Steer Enterprises Proprietary Limited

Key assumptions used in value-in-use calculations include budgeted franchise revenue streams relating to the specifi c

BlackSteer Enterprises brand. The assumptions are based on historical results for the brand as well as the individual

branded outlets. The key assumptions used in these budgets are a refl ection of management’s past experience in the

market in which the unit operates. Cash fl ows for a fi ve-year period have been extrapolated using a steady 10% per

annum growth rate. Beyond this fi ve-year period, the group used a terminal growth rate of 10%. These cash fl ows were

discounted using a discount rate of 20,75%. The various sensitivity analyses were performed by changing key variables

by 1% in the calculation which resulted in the recoverable amount exceeding the carrying amount in all instances.

Gold Brands Food Services Proprietary Limited

Key assumptions used in value-in-use calculations include budgeted revenue streams. The assumptions are based on

historical results for the company. The key assumptions used in these budgets are a refl ection of management’s past

experience in the market in which the unit operates. Cash fl ows for a fi ve-year period have been extrapolated using

a steady 10% per annum growth rate. Beyond this fi ve-year period, the group used a terminal growth rate of 10%.

These cash fl ows were discounted using a discount rate of 22,15%. The various sensitivity analyses were performed by

changing key variables by 1% in the calculation resulting in the recoverable amount exceeding the carrying amount in

all instances.



4. Goodwill continued

Goodwill arose as a result of:

GROUP COMPANY

2016

R

2016

R

Acquisition of Franchising to Africa Proprietary Limited 3 328 963 –

Acquisition of Black Steer Enterprises Proprietary Limited 1 699 891 –

Acquisition of Gold Brands Food Services Proprietary Limited 902 562 –

5 931 416 –

5. Intangible assets

2016

Cost

R

Accu-

mulated

amortisation

R

Carrying

value

R

Group

Franchise agreements 5 885 112 – 5 885 112

Reconciliation of intangible assets

2016

Opening

balance

R

Additions

through

business

combi-

nations

R

Total

R

Group

Franchise agreements – 5 885 112 5 885 112

Franchise agreements

Recoverability of the intangible assets with an indefi nite useful life:

The Chesanyama and BlackSteer franchises are a franchised group of food outlets and take-aways with a national

presence. The franchise group is three years and seven months old and growing rapidly. The intangible assets are tested

for impairment on a yearly basis.

A impairment test was done at year-end using the discounted cash fl ow method over a period of fi ve years. Revenue

growth was calculated at 10% and expenses at a growth of 10% and a discount rate of 22,15%. No impairment was

attributed to the Chesanyama and BlackSteer franchise agreements.

Cash fl ows were projected on actual operating results. Cash fl ows were extrapolated into perpetuity using a related

and applicable terminal growth rate per intangible. Management believes that this was justifi ed due to the nature of the

industries in which the group and its subsidiaries operate. Tax and discount rates utilised in the calculation varied as per

the applicable calculation.





6. Interests in subsidiariesThe following table lists the entities which are controlled by the group, either directly or indirectly through subsidiaries.

2016 2015

%

holding

Carrying

amount

R

Carrying

amount

R

Name of company

Franchising to Africa Proprietary Limited 100,00 15 556 250 –

Gold Brands Food Services Proprietary Limited 100,00 902 562 –

16 458 812 –

The carrying amounts of subsidiaries are shown net of impairment losses. There was no impairment of subsidiaries.

It is management’s policy to review each investment annually for impairment by assessing the carrying value of the

investment against the value in use.

7. Loans to/(from) group companies

GROUP COMPANY

2016

R

2016

R

Subsidiaries

Franchising to Africa Proprietary Limited – 26 604 565

The loan is unsecured, bears no interest and has no fi xed terms of repayment.

Credit quality of loans to group companies

The credit quality of loans to group companies are assessed with reference to the repayment history of the companies.

The companies have not defaulted on any contractual obligations, therefore a credit rating of high has been ascribed to

this loan.

Fair value of loans to and from group companies

As no repayment terms exist, the group loans are payable on demand. The carrying values of the loans to group

companies approximates their fair values due to the short-term nature thereof. The loans to the group companies have

not been pledged as security for any other fi nancial obligations.

Loans to group companies impaired

As of 29 February 2016, no loans to group companies were impaired.

8. Other fi nancial assets

GROUP COMPANY

2016

R

2016

R

Loans and receivables

Sydevida Proprietary Limited 17 679 717 –

The loan is unsecured, bears interest at 10% per annum and has no fi xed terms of repayment.





8. Other fi nancial assets continued

GROUP COMPANY

2016

R

2016

R

Current assets

Loans and receivables 17 679 717 –

Fair value information

The carrying value of other fi nancial assets is assumed to approximate their fair values due to the short-term nature

thereof.

Other fi nancial assets past due but not impaired

Other fi nancial assets which are less than three months past due are not considered to be impaired. At 29 February 2016,

no loans were past due and impaired.

Reconciliation of provision of other fi nancial assets

There are no provisions made (allowance accounts) for the impairment of the other fi nancial assets, therefore there are

no movements for allowances.

Credit quality of other fi nancial assets

The credit quality of fi nancial assets that are neither past due nor impaired can be assessed by reference to historical

information about counterparty default rates, and is therefore assessed as medium. The risks are, however, addressed

on a regular basis and if necessary provisions for impairment will be made.

9. Operating lease asset (accrual)

GROUP COMPANY

2016

R

2016

R

Operating lease liability (780 517) –

Operating lease liability relates to straight-lining of amounts due in terms of property rental agreements and represents

the excess of amounts recognised as expenses over the lease payments made.

10. Financial assets by categoryThe accounting policies for fi nancial instruments have been applied to the line items below:

Loans

and

receivables

R

Total

R

Group – 2016

Other fi nancial assets 17 679 717 17 679 717

Trade and other receivables 24 896 995 24 896 995

Cash and cash equivalents 3 107 306 3 107 306

45 684 018 45 684 018

Company – 2016

Loans to group companies 26 604 565 26 604 565


28 502 594 28 502 594



11. Deferred tax

GROUP COMPANY

2016

R

2016

R

Deferred tax liability

Property, plant and equipment (201 134) –

Discounting on creditors (30 979) –

Prepaid expenses (528 370) –

Total deferred tax liability (760 483) –

Deferred tax asset

Discounting of debtors 26 121 –

Leave pay 66 371 –

Provision for doubtful debts 256 716 –

Operating lease liability 218 545 –

Assessed losses 257 394 –

Total deferred tax asset 825 147 –

Deferred tax liability (760 483) –

Deferred tax asset 825 147 –

Total net deferred tax asset 64 664 –

Reconciliation of deferred tax asset

Acquired through business combinations (104 625) –

Property, plant and equipment (292 092) –


Discounting of creditors (30 979) –

Leave pay 104 271 –

Provision for doubtful debts 414 399 –

Operating lease liability 218 545 –

Prepaid expenses (528 370) –

Assessed losses 257 394 –

64 664 –

Recognition of deferred tax asset

The directors assessed the deferred tax assets per individual subsidiary, and based on future budgeted fi gures of the

group, as each individual subsidiary expects to be profi table in future. The group is focused on opening new outlets to

expand the brand, generating future revenue in the form of product sales, royalties and franchise fees, as well as expand

product distribution in the current outlets.

The group has the ability and likelihood to recover the deferred tax asset over the foreseeable future based on the above

operational plans and profi tability forecasts.

12. Inventories

GROUP COMPANY

2016

R

2016

R

Raw materials 4 624 437 –

Work in progress 83 101 –

Finished goods 6 862 503 –

Stores held for sale 5 951 368 –

17 521 409 –



13. Trade and other receivables

GROUP COMPANY

2016

R

2016

R

Trade receivables 24 917 641 –

Provision for impairments (1 222 455) –

Prepayments 1 887 036 –

Deposits 1 201 808 –

VAT 639 259 344

27 423 289 344

Credit quality of trade and other receivables

The credit quality of trade and other receivables that are neither past due nor impaired can be assessed by reference

to historical information. None of the fi nancial assets that are fully performing have been renegotiated in the last year,

therefore, a credit rating of high has been ascribed to trade and other receivables.

Fair value of trade and other receivables

The fair value of trade and other receivables approximates its carrying value due to its short-term nature.

Trade and other receivables past due but not impaired

At 29 February 2016, R9 414 869 was past due but not impaired.

The ageing of amounts past due but not impaired is as follows:

GROUP COMPANY

2016

R

2016

R

One month past due 1 143 232 –

Two months past due 1 799 277 –

Three months past due 1 124 790 –

Four months + past due 5 347 570 –

Trade and other receivables provided for

As of 29 February 2016, trade and other receivables of R1 222 455 were impaired and provided for.

The ageing in the provision for impairment of receivables is as follows:

GROUP COMPANY

2016

R

2016

R

Four months + past due 1 222 455 –

Movement in the provision for impairment of receivables was as follows:

GROUP COMPANY

2016

R

2016

R

Current year provision for impairment 1 222 455 –





14. Cash and cash equivalentsCash and cash equivalents consist of:

GROUP COMPANY

2016

R

2016

R

Cash on hand 153 508 –

Bank balances 2 953 798 1 898 029

3 107 306 1 898 029

ABSA securities

Limited suretyship by E Nathanael for R4 764 481.

Nedbank securities

Suretyship SC Nathanael of R655 000.

Credit quality of cash at bank and short-term deposits, excluding cash on hand

The credit quality of cash at bank, excluding cash on hand that is neither past due nor impaired, can be assessed by

reference to historical information about counterparty default rates:

GROUP COMPANY

2016

R

2016

R

Credit rating

High 2 953 798 1 898 029

Fair value


The carrying value of cash and cash equivalents are assumed to approximate their fair values due to the short-term

nature thereof.

15. Share capital

GROUP COMPANY

2016

R

2016

R

Authorised

1 000 000 000 ordinary shares of no par value 1 000 000 000 1 000 000 000

Reconciliation of number of shares issued

Issue of shares – ordinary shares 110 000 000 110 000 000

Issued

110 000 000 ordinary shares of no par value 44 877 000 44 877 000



16. Instalment sale obligations

GROUP COMPANY

2016

R

2016

R

Minimum instalment payments due

– within one year 2 393 099 –

– in second to fi fth year inclusive 5 720 621 –

8 113 720 –

Less: Future fi nance charges (1 449 636) –

Present value of minimum instalment payments 6 664 084 –

Present value of instalment payments due



6 664 084 –

Non-current liabilities 4 884 999 –

Current liabilities 1 779 085 –

6 664 084 –

The group has purchased motor vehicles and plant and machinery under instalment sale arrangements.

The average fi nance term is fi ve years and the average effective borrowing rate was between 9% and 13%.

Interest rates are linked to prime at the contract date. All agreements have fi xed repayments and no arrangements have

been entered into for contingent rent.

The group’s obligations under the instalment sale agreements are secured by the relevant purchased assets.

Refer to note 3.

Fair value of the instalment sale obligations

The carrying values of instalment sale obligations are assumed to approximate their fair values.

Defaults and breaches

No defaults or breaches of instalment sale obligation terms or payments have taken place in the current period.

17. Financial liabilities by categoryThe accounting policies for fi nancial instruments have been applied to the line items below:

Financial

liabilities at

amortised

cost

R

Total

R

Group – 2016

Instalment sale obligations 6 664 084 6 664 084

Trade and other payables 25 699 539 25 699 539

32 363 623 32 363 623

Company – 2016

Trade and other payables 83 812 83 812

Accrued expenses 50 000 50 000

133 812 133 812





18. Trade and other payables

GROUP COMPANY

2016

R

2016

R

Trade payables 17 968 782 83 813

Deposits 6 602 448 –

VAT 1 405 597 –

Accrued leave pay 292 745 –

Payroll accruals 1 056 082 –

Accrued expenses 616 262 50 000

Other payables 219 302 –

28 161 218 133 813

Fair value of trade and other payables

Trade and other payables 28 161 218 133 813

19. Revenue

GROUP COMPANY

2016

R

2016

R

Sale of goods and stores held for sale 136 288 337 –

Royalties and other service income 99 214 634 –

235 502 971 –

20. Operating profi t/(loss)

Operating profi t/(loss) for the year is stated after accounting for the following:

GROUP COMPANY

2016

R

2016

R

Operating lease charges

Premises

– Contractual amounts 7 072 432 –

Depreciation on property, plant and equipment 2 415 206 –

Employee costs 21 181 177 50 000

21. Investment revenue

GROUP COMPANY

2016

R

2016

R

Interest revenue


Other fi nancial assets 1 607 247 –

Bank 169 688 3 424

2 309 314 3 424



22. Finance costs

GROUP COMPANY

2016

R

2016

R

Instalment sale obligations 564 561 –

Bank 4 001 31

South African Revenue Services 253 292 –

Discounting of creditors 106 250 –

928 104 31

23. Taxation Major components of the tax expense

GROUP COMPANY

2016

R

2016

R

Current

Local income tax – current period 3 386 191 –

Local income tax – recognised in current tax for prior periods 181 129 –

3 567 320 –

Deferred

Originating and reversing temporary differences (169 289) –

3 398 031 –

Reconciliation of the tax expense

Reconciliation between accounting profi t and tax expense

Accounting profi t/(loss) 12 351 911 (49 063)

Tax at the applicable tax rate of 28% 3 458 535 (13 738)

Tax effect of adjustments on taxable income

Overprovision of prior year taxes (209 946) –

Disallowed expenses 137 897 13 738

Other 11 545 –

3 398 031 –





24. Earnings per share

GROUP COMPANY

2016

R

2016

R

Basic earnings per share

Basic earnings per share (cents) 10,25

Basic and headline earnings per share is based on profi t of R8 953 880 and weighted

average number of ordinary shares of 87 358 904

Profi t or loss for the year attributable to equity holders of the parent 8 953 880

Reconciliation of basic earnings to earnings used to determine diluted earnings per share

Basic and diluted earnings 8 953 880

Diluted earnings per share (cents) 10,25

Headline earnings per share

Headline earnings per share (cents) 10,25

Reconciliation between earnings and headline earnings

Profi t attributable to ordinary equity holders of the parent entity 8 953 880

Adjustments –

Headline earnings 8 953 880

25. Cash (used in)/generated from operations

GROUP COMPANY

2016

R

2016

R

Profi t/(loss) before taxation 12 351 911 (49 063)

Adjustments for:

Depreciation 2 415 206 –

Interest received (2 309 314) (3 424)

Finance costs 928 106 31

Movements in operating lease assets and accruals 780 517 –

Changes in working capital:

Inventories (7 978 071) –

Trade and other receivables (18 197 827) (343)

Trade and other payables 6 685 451 133 813

(5 324 021) 81 014

26. Tax paid

GROUP COMPANY

2016

R

2016

R

Acquired through business combinations (2 836 228) –

Current tax for the year recognised in profi t or loss (3 567 320) –

Balance at end of the year 348 764 –

(6 054 784) –



27. Business combinations Related party acquisitions

On 1 March 2015, the group acquired 100% of the voting shares of Franchising to Africa Proprietary Limited, Black Steer

Enterprises Proprietary Limited and Gold Brands Food Services Proprietary Limited. The companies specialise in

franchising and related distribution services to franchisees. The group has acquired the companies to ensure a

consolidated structure of the franchise services provided by Gold Brands Investments Limited. An amount of R5 931 416

was allocated to goodwill arising from the anticipated scale and merger benefi ts related to franchising, increased supply

and anticipated future operating synergies from the business combination. The acquisition has been accounted for using

the acquisition method.

Goodwill arose on acquisition as a result of the excess of the cost of the acquisition over the group’s interest in the net fair

value of the identifi able assets of the business recognised at date of acquisition.

There were no other acquisitions during the fi nancial year ended 29 February 2016, other than those listed above.

Fair value of assets acquired and liabilities assumed

Franchising

to Africa

Proprietary

Limited

R

Black Steer

Enterprises

Proprietary

Limited

R

Gold Brands

Food

Services

Proprietary

Limited

R

Assets

Property, plant and equipment 10 997 900 – –

Intangible assets 4 310 112 1 575 000 –

Other fi nancial assets 1 373 000 2 343 535 –

Inventories 9 543 338 – –

Trade and other receivables 14 833 414 – –

Cash and cash equivalents 458 556 64 120 –

Liabilities

Other fi nancial liabilities – (1 373 000) –

Instalment sale obligations (5 781 081) – –

Current tax payable (104 625) – –

Trade and other payables (20 575 496) (801 151) –

Other current liabilities (2 827 833) (8 395) –

Total identifi able net assets 12 227 285 1 800 109 –

Goodwill arising on acquisition 3 328 965 1 699 891 902 562

Purchase consideration 15 556 250 3 500 000 902 562

The purchase consideration was settled through the issue of 79 500 000 Gold Brands Investments Limited’s ordinary

shares.

The fair value of trade and other receivables is R14 833 414 and includes trade debtors with a fair value of R9 185 938,

Rnil was considered doubtful.

Impact of the acquisition on the results of the group

From the date of acquisition, the acquired businesses contributed:

GROUP COMPANY

2016

R

2016

R

Revenue 235 502 971 –

Attributable profi t 9 002 043 –





28. Commitments Operating leases – as lessee (expense)

The net future minimum rentals due under operating leases are as follows:

GROUP COMPANY

2016

R

2016

R

Minimum lease payments due



14 563 139 –

29. Contingencies The directors are not aware of any material contingent liabilities.

30. Related parties Relationships

Subsidiaries Franchising to Africa Proprietary Limited

Shareholder with signifi cant infl uence E Nathanael

SC Nathanael

Holdings of members of key management Sydevida Proprietary Limited

Black Steer Enterprise Proprietary Limited Fourways

Members of key management E Nathanael

SC Nathanael

TC Ballard

Related party balances

GROUP COMPANY

2016

R

2016

R

Loan accounts – owing (to)/by related parties

Franchising to Africa Proprietary Limited – 26 604 565


TC Ballard (219 302) –

Outstanding trade debtors from related parties

Black Steer Enterprises Proprietary Limited Fourways 311 890 –

Other receivables from related parties


Related party transactions

Interest received from related parties


Royalties and marketing fees received from related parties




31. Directors’ and prescribed officers’ emoluments

Emoluments

R

Total

R

Executive directors

2016

E Nathanael 900 000 900 000

Directors’

fees

R

Total

R

Non-executive directors

2016

H Biko 7 500 7 500

C Kassianides 7 500 7 500

V Nichas 7 500 7 500

CD Raphiri 20 000 20 000

C Rugara 7 500 7 500

50 000 50 000

Emoluments

R

Total

R

Other key management

2016

National operations manager 469 820 469 820

Business manager 368 464 368 464

Distribution centre manager 343 138 343 138

1 181 422 1 181 422





32. Risk management Capital risk management

The group’s objectives when managing capital are to safeguard the group’s ability to continue as a going concern in

order to provide returns for shareholders and benefi ts for other stakeholders, and to maintain an optimal capital structure

to reduce the cost of capital.

The group manages its capital structure and makes adjustments to it, in light of changes in economic conditions

and the needs of the group. No changes were made to the objectives, policies or processes during the year ended

29 February 2016.

The board’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confi dence to

sustain the future development of the business. The board of directors monitors the return on capital, which the group

defi nes as total capital and reserves, and the level of dividends to ordinary shareholders.

There are no externally imposed capital requirements.

Financial risk management

The board of directors has the overall responsibility for the establishment and oversight of the group’s risk management

framework.

The group’s risk management policies are established to identify and analyse the risks faced by the group, to set

appropriate risk limits and controls, and to monitor risks and adherence to limits. These policies and systems are

reviewed regularly to refl ect changes in market conditions and activities.

The group’s fi nancial instruments consist mainly of deposits with banks, accounts receivables and payables, loans to and

from subsidiaries, loans payable, instalment sale agreements and loans receivable.

Liquidity risk

The group’s risk to liquidity is a result of the funds available to cover future commitments. The group manages liquidity

risk through an ongoing review of future commitments and credit facilities.

The table below analyses the group’s fi nancial liabilities into relevant maturity groupings based on the remaining period

at the statement of fi nancial position to the contractual maturity date.

Total

R

Less than

one year

R

Between

two and

fi ve years

R

Group

At 29 February 2016

Trade and other payables 25 798 659 25 798 659 –

Instalment sale obligations 6 664 084 1 779 085 4 884 999

Company

At 29 February 2016

Trade and other payables 133 812 133 812

Interest rate risk

Financial assets and liabilities that are sensitive to interest rate risk are cash and cash equivalents and instalment

sale obligations. The interest applicable to these fi nancial instruments is on a fl oating basis in line with those currently

available in the market.

The below analysis has been performed for fl oating interest rate instalment sale obligations, and cash and cash

equivalents.



32. Risk management continued Cash fl ow interest rate risk

Notes

Carryingvalue at

year-end 2016

R

After-tax effecton statement of comprehensive

income if theincome interest rate increases/

(decreases)by 1%

R

Financial instrument


Instalment sale obligations 16 (6 664 084) (47 981)

Company


Currentinterest

rate

GROUP COMPANY

2016R

2016 R


Cash and cash equivalents 3% – 4% 2 953 798 1 898 029

Instalment sale obligations 9% – 13% 6 664 084 –

Fair value interest rate risk

Currentinterest

rate

GROUP

2016 R


Other fi nancial assets 10% 17 679 717

Credit risk

Credit risk consists mainly of other fi nancial assets, cash deposits, cash equivalents, trade receivables, and loans

to group companies. The company only deposits cash with major banks with high-quality credit standing and limits

exposure to any one counterparty.

Trade receivables comprise a widespread customer base. Management evaluate credit risk relating to customers on

an ongoing basis.

Financial assets exposed to credit risk at year-end were as follows:

GROUP COMPANY

2016

R

2016

R

Financial instruments

Trade and other receivables 24 896 995 –


Other fi nancial assets 17 679 717 –

Loans to group companies – 26 604 565





33. Going concern The annual fi nancial statements have been prepared on the basis of accounting policies applicable to a going concern.

This basis presumes that funds will be available to fi nance future operations and that the realisation of assets and

settlement of liabilities, contingent obligations and commitments will occur in the ordinary course of business.

34. Events after the reporting period Gold Brands Investments Limited has acquired 100% of the business and brand known as Mama Chaka’s from Econ

Food Concepts Proprietary Limited (Econ or the seller), subject to the fulfi lment of certain conditions precedent,

on 17 June 2016.

The vision of Gold Brands is to become the leading franchise company, both within the South African, and international

markets, by offering their customers unique and authentic brands with unbeatable value – backed by their cost-effi cient

and reliable supply chain and their simple, clever business models. The acquisition of Mama Chaka’s will further enhance

the company’s current capabilities in South Africa.

The purchase consideration shall be between R15 million and R20 million based on the achievement of certain warranties.

35. Comparatives The company was incorporated during the current year, therefore, there are no comparative fi gures disclosed.



Freshness and quality



Our dough is made fresh daily with the best quality ingredients, including spring-fi ltered water and our superior

1+1 Pizza fl our, guaranteeing the highest quality hand-tossed dough. Our original Italian tomatoes blended with

our special spices and herbs make our unique famous pizza sauce. To fi nish off a perfect pizza we use 100% real

mozzarella cheese combined with your choice of our fresh toppings. We believe having fresh quality will ensure

our consumers’ satisfaction.

At 1+1 Pizza we strive to provide fresh, quality food

that is always hot, and always on time.EX

PR

ES

S Y

OU

R T

AS

TE

Lots of Pizza... that means 1 is for FREE!



Shareholders’ analysisfor the year ended 29 February 2016

Shareholder spread

Number of

shareholders

Number of

shares held

%

of

shareholders

%

of issued

share capital

0 – 1 000 shares 33 23 284 12 0,02

1 001 – 10 000 shares 77 457 330 29 0,42

10 001 – 100 000 shares 114 4 726 220 43 4,30

100 001 – 1 000 000 shares 28 8 543 266 11 7,76

1 000 001 shares and over 14 96 249 900 5 87,50

Total 266 110 000 000 100 100,00

Distribution of shareholders

Number of

shareholders

Number of

shares held

%

of issued

share capital

%

of

shareholders

Group

Individuals 216 54 161 751 81,20 49,24

Private companies 17 47 820 000 6,40 43,47

Foreign companies 3 5 564 900 1,13 5,06

Close corporation 4 817 000 1,50 0,74

Trusts 14 992 890 5,26 0,90

Retirement fund 10 615 000 3,76 0,56

Other corporations 2 28 459 0,75 0,03

Total 266 110 000 000 100,00 100,00

Public/non-public shareholders

Number of

shareholders

Number of

shares held

%

of

shareholders

%

of issued

share capital

Non-public 91 201 770 82,91 20 7,52

Public 18 798 230 17,09 246 92,48

Total 110 000 000 100,00 266 100,00

Benefi cial holding of 5% or more

Holder Group

Shareholder

%

Number of

shares held

Public/

non-public

Circle Food Group Proprietary Limited Private companies 41,02 45 125 000 Non-public

Efpraxia Nathanael Individuals 20,51 22 562 500 Non-public

Stylianos Costa Nathanael Individuals 20,51 22 562 500 Non-public



Notice of annual general meeting

Notice is hereby given to shareholders that the annual general meeting of the shareholders of Gold Brands Investments

Limited will be held at 195 Witch-Hazel Avenue Highveld Techno Park, Centurion on 6 October 2016 at 10:00 for the purposes

of considering and, if deemed fi t, passing with or without modifi cation, the ordinary and special resolutions set out hereunder

in the manner required by the Companies Act, 71 of 2008 (the Companies Act), as read with the Listings Requirements of the

JSE Limited (JSE Listings Requirements).

Presentation of annual fi nancial statementsThe audited annual fi nancial statements of the company and the group for the year ended 29 February 2016 (as approved by

the board of directors of the company), including the directors’ report, the report of the auditors and the report of the audit and

risk committee, to be presented to shareholders.

The percentage of voting rights required for ordinary resolution numbers 1 to 11 be adopted is 50% (fi fty percent) or more of the

voting rights exerciseable on the resolutions.

Ordinary resolution number 1 – Ratifi cation of the appointment of Efpraxia Nathanael as a director of the company

“That the appointment of Efpraxia Nathanael as chief executive offi cer of the company be ratifi ed in terms of article 26.2.3 of

the company’s memorandum of incorporation.”

Ordinary resolution number 2 – Ratifi cation of the appointment of Clifford David Raphiri as a director of the company

“That the appointment of Clifford David Raphiri as a non-executive director (chairman) of the company be ratifi ed in terms of

article 26.2.3 of the company’s memorandum of incorporation.”

Ordinary resolution number 3 – Ratifi cation of the appointment of Christos Kassianides as a director of the company

“That the appointment of Christos Kassianides as a non-executive director of the company be ratifi ed in terms of article 26.2.3

of the company’s memorandum of incorporation.”

Ordinary resolution number 4 – Ratifi cation of the appointment of Clive Korona-Yashe Rugara as a director of the

company

“That the appointment of Clive Korona-Yashe Rugara as a non-executive director of the company be ratifi ed in terms of article

26.2.3 of the company’s memorandum of incorporation.”

Ordinary resolution number 5 – Ratifi cation of the appointment of Hlumelo Biko as a director of the company

“That the appointment of Hlumelo Biko as a non-executive director of the company be ratifi ed in terms of article 26.2.3 of the

company’s memorandum of incorporation.”

Ordinary resolution number 6 – Ratifi cation of the appointment of Valentine Nichas as a director of the company

“That the appointment of Valentine Nichas as a non-executive director of the company be ratifi ed in terms of article 26.2.3 of

the company’s memorandum of incorporation.”

Ordinary resolution number 7 – Ratifi cation of the appointment of Terence Ballard as a director of the company

“That the appointment of Terence Ballard as fi nancial director of the company hereby be ratifi ed in terms of article 26.2.3 of the

company’s memorandum of incorporation.”

Explanatory note to ordinary resolutions numbers 1 to 7

Section 26.2.3 of the company’s memorandum of incorporation requires that the appointment of all directors shall be subject to

shareholder approval at any general/annual general meeting.

A profi le of all directors can be found on pages 32 and 33 of this integrated annual report.

(Incorporated in the Republic of South Africa)

(Registration number 2015/168426/06)

Share code on the JSE: GBI • ISIN: ZAE000212791

(Gold Brands or the company)



Ordinary resolution number 8 – Election of audit and risk committee members

“That the shareholders ratify the appointment of the following independent non-executive directors as members of the

company’s audit and risk committee to remain members until the conclusion of the next annual general meeting:

• Christos Kassianides (chairman)

• Clifford David Raphiri

• Valentine Nichas

Explanatory note to ordinary resolution number 8

Section 94(2) of the Companies Act requires that a company that is required to have an audit committee must elect an audit

committee at each annual general meeting. The members standing for election meet the conditions of the eligibility set out in

sections 94(4) and (5) of the Companies Act and Regulation 42 of the Companies Regulations 2011 and are recommended to

shareholders for election.

The profi les of the committee members as outlined in ordinary resolution number 8 above appear on page 32 of this integrated

annual report.

Ordinary resolution number 9 – Appointment of Nexia SAB&T as independent auditors and the appointment of

A Darmalingam as registered audit partner of the company

“That the appointment of Nexia SAB&T, as recommended by the company’s audit and risk committee, as independent auditors

of the company, and A Darmalingam as the registered partner, to hold offi ce until the conclusion of the next annual general

meeting of the company, be and is hereby approved.”


Shareholders are asked to approve the appointment of A Darmalingam, the Nexia SAB&T appointee in terms of S44(1) of the

Auditing Professions Act to be responsible for performing the functions of auditor.

Ordinary resolution number 10 – Non-binding advisory endorsement on the company’s remuneration policy

“That the company’s remuneration policy (excluding the remuneration of the non-executive and independent directors for their

services as directors and members of the board committees) as set out in the remuneration report on page 36 of the integrated

annual report, is hereby endorsed on a non-binding advisory basis.”


King III recommends that the remuneration policy be tabled to shareholders for a non-binding vote at each annual general

meeting.

Ordinary resolution number 11 – Unissued shares to be placed under the control of the directors

“That the authorised but unissued ordinary shares in the capital of the company are hereby placed under the control and authority

of the directors of the company. Subject to the provisions of any applicable legislation and the JSE Listings Requirements, the

directors are hereby authorised and empowered to allot and issue all or any of such ordinary shares to such person or persons on

such terms and conditions and at such times as the directors may, from time to time, at their discretion, deem fi t.”

Motivation for ordinary resolution number 11

In terms of the company’s memorandum of incorporation, the shareholders of the company are required to approve the

placement of the unissued ordinary shares under the control of the directors.

The percentage of voting rights required for ordinary resolution number 12 and special resolutions numbers 1 to 4 to be adopted

is 75% or more of the voting rights exercisable on these resolutions.

Ordinary resolution number 12 – General authority to issue shares, and to sell treasury shares, for cash

“That the directors of the company and/or any of its subsidiaries, from time to time, be and are hereby authorised, by way of a

general authority, to:

• allot and issue equity securities or options in respect of 50% of the authorised but unissued ordinary shares in the capital of

the company which equates to 55 000 000 ordinary shares; and/or

• sell, or otherwise dispose of or transfer, or issue any options in respect of ordinary shares in the capital of the company

purchased by subsidiaries of the company for cash, to such person/s on such terms and conditions and at such times as

the directors in their discretion deem fi t, subject to the Companies Act, the memorandum of incorporation of the company,

the JSE Listings Requirements and the following limitations:

Notice of annual general meeting continued



– The securities which are the subject of the issue for cash must be of a class already in issue or, where this is not the

case, must be limited to such securities or rights that are convertible into a class already in issue;

– Any such issues may only be made to public shareholders as defi ned by the JSE Listings Requirements, and not to

related parties; and

– The number of ordinary shares issued for cash shall not in aggregate exceed 50% (fi fty percent) of the number of issued

ordinary shares in any one fi nancial year provided that:

i. this general authority shall be valid until the earlier of the company’s next annual general meeting or expiry of a

period of 15 (fi fteen) months from date that this authority is given;

ii. the calculation of the applicant’s listed equity securities must be a factual assessment of the applicant’s listed equity

securities as at the date of the notice of annual general meeting, excluding treasury shares;

iii. the specifi c number of shares representing the number up to 50% of the applicant’s listed equity securities as at the

date of the notice of annual general meeting must be included as a number in the resolution seeking the general

issue for cash authority;

iv. any equity securities issued under the authority during the period from the date of granting of the authority until the

date of the next annual general meeting or 15 months from the granting of the authority, whichever period is shorter,

must be deducted from such number in (iii) above; and

v. in the event of a sub-division or consolidation of issued securities during the period contemplated in (iv) above, the

existing authority must be adjusted accordingly to represent the same allocation ratio;

– The maximum discount at which equity securities may be issued is 10% of the weighted average traded price of such

equity securities measured over the 30 business days prior to the date that the price of the issue is agreed between the

issuer and the party subscribing for the securities. The JSE should be consulted for a ruling if the applicant’s securities

have not traded in such 30-business day period; and

– Approval of the general issue for cash ordinary resolution, by achieving a 75% majority of the votes cast.

• A SENS announcement giving full details, including the impact on the net asset value per share, tangible net asset value

per share, earnings per share and headline earnings per share, will be published when the company has issued ordinary

shares representing, on a cumulative basis within 1 (one) fi nancial year, 5% (fi ve percent) or more of the number of ordinary

shares in issue prior to the issue.

• In determining the price at which an issue of ordinary shares may be made in terms of this authority the maximum

discount permitted will be 10% (ten percent) of the weighted average traded price on the JSE of the ordinary shares

over the 30 (thirty) business days prior to the date that the price of the issue is determined or agreed by the directors of

the company.

• Whenever the company wishes to use ordinary shares held as treasury stock by a subsidiary of the company, such use

must comply with the JSE Listings Requirements as if such use was a fresh issue of ordinary shares.

• In terms of approval of the general issue for cash, a resolution is achieved by a 75% majority of the votes cast in favour

of such resolution by all equity securities holders present or represented by proxy at the general meeting convened to

approve such resolution. The resolution must be worded in such a way as to include the issue of any options/convertable

securities that are convertible into an existing class of equity securities, where applicable.”

Special resolution number 1 – Remuneration of independent and non-executive directors

“That in terms of section 66(9) of the Companies Act and with immediate effect and until the conclusion of the next annual

general meeting in 2017, the fees payable to the independent and non-executive directors of the company for their services

as directors be approved as follows:”

Board/committee

Board of directorsBoard of directors ChairmanChairman 20 00020 000

Non-executive directorsNon-executive directors 7 5007 500

Audit and risk committeeAudit and risk committee ChairmanChairman 5 0005 000

MemberMember 2 5002 500

Remuneration and nominations committeesRemuneration and nominations committees ChairmanChairman 5 0005 000


Social and ethics committeeSocial and ethics committee ChairmanChairman 5 0005 000





Explanatory note to special resolution number 1

In terms of section 66(8) of the Companies Act remuneration may only be paid to directors, for their services as directors, in

accordance with a special resolution approved by the shareholders within the previous two years and if not prohibited in terms

of the company’s memorandum of incorporation.

Special resolution number 1 is required in order to obtain the approval of the company in general meeting of the remuneration

payable to the independent and non-executive directors for the period commencing immediately after this annual general

meeting and ending at the conclusion of the next annual general meeting.

Special resolution number 2 – General authority for the provision of fi nancial assistance in terms of section 44

“As a general authority subsisting until the next annual general meeting of the company, the shareholders of the company

hereby approve the board of directors of the Company (board), subject to compliance with the provisions of the company’s

memorandum of incorporation, the Companies Act and the JSE Listings Requirements, each as presently constituted and

as amended from time to time, authorising the company to provide from time to time direct or indirect fi nancial assistance as

contemplated in section 44 to any person (excluding directors and prescribed offi cers of the company) for the purpose of, or in

connection with, the subscription of any option, or any securities, issued or to be issued by the company or a related or inter-

related company, or for the purchase of any securities of the company or a related or inter-related company.”


The reason for, and effect of this special resolution number 2 is to obtain the necessary special resolution from shareholders

to allow the board to authorise the company to provide direct and indirect fi nancial assistance as contemplated in and in

accordance with, the provisions of section 44 of the Companies Act, as and when required until the next annual general

meeting of the company. This special resolution does not authorise the provision by the company of fi nancial assistance as

contemplated in section 44 of the Companies Act to a director or prescribed offi cer of the company.

Special resolution number 3 – General authority for the provision of fi nancial assistance in terms of section 45

“As a general authority subsisting until the next annual general meeting of the company, the shareholders of the company

hereby approve the board, subject to compliance with the provisions of the company’s memorandum of incorporation,

the Companies Act and the JSE Listings Requirements, each as presently constituted and as amended from time to time,

authorising the company to provide from time to time any direct or indirect fi nancial assistance as contemplated in section 45

of the Companies Act to any one or more present or future related or inter-related companies or corporations of the company.”


The reason for and effect of this special resolution number 3 is to obtain the necessary special resolution from shareholders

to allow the board to authorise the company to provide direct and indirect fi nancial assistance as contemplated in and in

accordance with, the provisions of section 45 of the Companies Act, to the company’s related or inter-related companies or

corporations, as and when required in the ordinary course of business until the next annual general meeting of the company.

This special resolution does not authorise the provision of fi nancial assistance as contemplated in section 45 of the Companies

Act to a director or prescribed offi cer of the company.

Special resolution number 4 – general authority to buy own shares

“That the company or any subsidiary of the company may, subject to the Companies Act, the company’s memorandum of

incorporation and the JSE Listings Requirements and any other stock exchange upon which the securities in the capital of the

company may be quoted or listed from time to time, repurchase ordinary shares issued by the company, provided that this

authority shall be valid only until the date of the next annual general meeting of the company or for 15 (fi fteen) months from

the date of the resolution, whichever is the shorter, and may be varied by a special resolution at any general meeting of the

company at any time prior to the annual general meeting.”

It is recorded that the company or any subsidiary of the company may only make a general repurchase of ordinary shares if:

• any such acquisition of ordinary shares is effected through the order book operated by the JSE trading system and done

without any prior understanding or arrangement between the company and the counter-party;

• the company is so authorised by its memorandum of incorporation;

• the company is authorised thereto by its shareholders in terms of a special resolution of the company in general meeting,

which authorisation shall only be valid until the company’s next annual general meeting or 15 (fi fteen) months from the date

of passing of this special resolution, whichever is the shorter;

• the repurchases are made at a price no greater than 10% (ten percent) above the volume weighted average of the market

value for such securities for the 5 (fi ve) business days immediately preceding the date on which the repurchase is effected;



• at any point in time, the company may only appoint one agent to effect any repurchases on the company’s behalf;

• the company or its subsidiaries do not repurchase securities during a prohibited period defi ned in terms of the JSE Listings

Requirements, unless it has a repurchase programme where the dates and qualities of securities to be traded during

the relevant period are fi xed (not subject to any variation) and full details of the programme have been disclosed in an

announcement on SENS prior to the commencement of the prohibited period;

• a paid press announcement, containing full details of such repurchases, is published as soon as the company has

repurchased ordinary shares constituting, on a cumulative basis, 3% (three percent) or the number of securities in issue

prior to the repurchases and for each 3% (three percent), on a cumulative basis, thereafter; and

• acquisitions of the company’s securities by the company or its subsidiaries in the aggregate in any one fi nancial year may

not exceed 20% (twenty percent) of the company’s issued share capital from the date of the grant of the general authority.

In terms of the general authority given under this special resolution, any acquisition of ordinary shares shall be subject to:

• the Companies Act;

• the JSE Listings Requirements and any other applicable stock exchange rules, as may be amended from time to time;

• the sanction of any other relevant authority whose approval is required in law; and

• a resolution by the board that they authorise the repurchase, that the company passed the solvency and liquidity test and

that since the test was done there have been no material changes to the fi nancial position of the company or the group.

After having considered the effect of any repurchases of ordinary shares pursuant to this general authority, the directors of the

company, in terms of the Companies Act and JSE Listings Requirements, confi rm that they will not undertake such repurchase of

ordinary shares unless at the time that the contemplated repurchase is to take place:

• the company and its subsidiaries will be able to pay their debts as they become due in the ordinary course of business for a

period of 12 (twelve) months after the date of the annual general meeting;

• the consolidated assets of the company and its subsidiaries, fairly valued in accordance with International Financial

Reporting Standards, will be in excess of the consolidated liabilities of the company and its subsidiaries for a period of

12 (twelve) months after the date of the annual general meeting;

• the company and its subsidiaries will have adequate capital and reserves for the ordinary business purposes of the

company and its subsidiaries for a period of 12 (twelve) months after the date of the annual general meeting; and

• the working capital available to the company and its subsidiaries will be suffi cient for the group’s ordinary business

purposes for a period of 12 (twelve) months after the date of the annual general meeting.”


The company’s memorandum of incorporation contains a provision allowing the company or any subsidiary of the company

to repurchase securities issued by the company. This is subject to the approval of the shareholders in terms of the company’s

memorandum of incorporation and the JSE Listings Requirements.

The directors of the company are of the opinion that it would be in the best interests of the company to extend such general

authority and thereby allow the company or any subsidiary of the company, to be in a position to repurchase the securities

issued by the company through the order book of the JSE, should the market conditions and price justify such action.

Repurchases will only be made after the most careful consideration, where the directors believe that an increase in earnings per

share will result and where repurchases are, in the opinion of the directors, in the best interests of the company and the group.

The reason for the passing of the special resolution is to enable the company or any of its subsidiaries, by way of a general

authority from the shareholders, to repurchase ordinary shares issued by the company.

The effect of passing the special resolution will be to permit the company or any of its subsidiaries in the appropriate

circumstances to repurchase such ordinary shares in terms of the Companies Act.

Ordinary resolution number 13 – Authority to execute requisite documentation

“That any director of the company, or the company secretary where appropriate, be and hereby is authorised to do all such

things and to sign all such documents issued by the company required to give effect to ordinary resolution numbers 1 to 13

and special resolutions numbers 1 to 4.”




Proxy and voting procedureIn compliance with the provisions of section 58(8)(b)(i) of the Companies Act, a summary of the rights of a shareholder to be

represented by proxy, as set out in section 58 of the Companies Act, is set out immediately below:

• An ordinary shareholder entitled to attend and vote at the annual general meeting may appoint any individual (or two

or more individuals) or as proxies to attend, participate in and vote at the annual general meeting in the place of the

shareholder. A proxy need not be a shareholder of the company.

• A proxy appointment must be in writing, dated and signed by the shareholder appointing a proxy, and, subject to the

rights of a shareholder to revoke such appointment (as set out below), remain valid only until the end of the annual general

meeting.

• A proxy may delegate the proxy’s authority to act on behalf of a shareholder to another person, subject to any restrictions

set out in the instrument appointing the proxy.

• The appointment of a proxy is suspended at any time and to the extent that the shareholder who appointed such proxy

chooses to act directly and in person in the exercise of any rights as a shareholder.

• The appointment of a proxy is revocable by the shareholder in question cancelling it in writing, or making a later

inconsistent appointment of a proxy, and delivering a copy of the revocation instrument to the proxy and to the company.

The revocation of a proxy appointment constitutes a complete and fi nal cancellation of the proxy’s authority to act on behalf

of the shareholder as of the later of (a) the date stated in the revocation instrument, if any; and (b) the date on which the

revocation instrument is delivered to the company as required in the fi rst sentence of this paragraph.

• If the instrument appointing the proxy or proxies has been delivered to the company, as long as that appointment remains in

effect, any notice that is required by the Companies Act or the company’s memorandum of incorporation to be delivered by

the company to the shareholder, must be delivered by the company to (a) the shareholder, or (b) the proxy or proxies, if the

shareholder has (i) directed the company to do so in writing; and (ii) paid any reasonable fee charged by the company for

doing so.

Attention is also drawn to the “notes to the form of proxy”.

In order to be effective, forms of proxy should be delivered to the registered offi ce of the company by no later than 48 (forty-eight)

hours prior to the commencement of the meeting being 4 October 2016 at 10:00.

By order of the board

River Capital Partners Proprietary Limited

Company secretary

31 August 2016



Form of proxy

For use at the annual general meeting of the company to be held in the boardroom, at 195 Witch-Hazel Avenue, Highveld

Techno Park, Centurion, on 6 October 2016 at 10:00 and at any adjournment thereof:

To be completed by holders of certifi cated shares and holders of dematerialised shares with own name registration only.

Shareholders who have dematerialised their shares with a CSDP or broker, other than with “own name” registration, must

arrange with the CSDP or broker concerned to provide them with the necessary authorisation to attend the annual general

meeting or the shareholders concerned must instruct their CSDP or broker as to how they wish to vote in this regard. This must

be done in terms of the agreement entered into between the shareholder and the CSDP or broker concerned.

I/We

(Block letters please)

Of

(address)

Telephone work Telephone home

Telephone mobile Email

being the holder/custodian of ordinary shares in the company, hereby appoint

1. or, failing him/her

2. or, failing him/her

3. the chairman of the meeting

as my/our proxy to act on my/our behalf at the annual general meeting of the company to be held for the purpose of

considering and, if deemed fi t, passing, with or without modifi cation, the ordinary and special resolutions to be proposed

thereat and at any adjournment thereof, and to vote for or against the ordinary and special resolutions or to abstain from voting

in respect of the ordinary shares registered in my/our name/s in accordance with the following instructions (see note 2).

For Against Abstain*

1. Appointment of Efpraxia Nathanael as chief executive offi cer of the company

2. Appointment of Clifford David Raphiri as non-executive director of the company

3. Appointment of Christos Kassianides as non-executive director of the company

4. Appointment of Clive Korona-Yashe Rugara as non-executive director of the

company

5. Appointment of Hlumelo Biko as non-executive director of the company

6. Appointment of Valentine Nichas as non-executive director of the company

7. Appointment of Terence Ballard as fi nancial director of the company

8. Election of audit and risk committee members:

8.1 Christos Kassianides

8.2 Clifford David Rahiri

8.3 Valentine Nichas

9. Re-appointment of Nexia SAB&T as independent auditors

10. Endorsement on remuneration policy

(Incorporated in the Republic of South Africa)

(Registration number 2015/168426/06)

Share code on the JSE: GBI • ISIN: ZAE000212791

(Gold Brands or the company)



Form of proxy continued

For Against Abstain*

11. Unissued shares to be placed under control of the directors

12. General authority to issue shares

13. Remuneration of independent and non-executive directors

14. General authority for the provision of fi nancial assistance in terms of section 44

15. General authority for the provision of fi nancial assistance in terms of section 45

16. General authority to buy own shares

17. Authority to execute requisite documentation

(Indicate instruction to proxy by way of a cross in the space provided above.)

*Abstention is not considered to be a vote either for or against a particular resolution.

Unless otherwise instructed, my/our proxy may vote as he/she thinks fi t.

Signed this day of 2016

Signature



Notes to the form of proxy

1. A shareholder may insert the name

of a proxy or the names of two

alternative proxies of the member’s

choice in the spaces provided, with

or without deleting “the chairman

of the meeting”, but any such

deletion must be initialled by the

member. The person whose name

stands fi rst on the form of proxy and

who is present at the meeting will

be entitled to act as proxy to the

exclusion of those whose names

follow.

2. Please insert an “X” in the relevant

spaces according to how you wish

your votes to be cast. However,

if you wish to cast your votes in

respect of a lesser number of shares

than the total number of shares that

you own in the company, insert the

number of ordinary shares held in

respect of which you desire to vote.

Failure to comply with the above will

be deemed to authorise the proxy

to vote or to abstain from voting at

the annual general meeting as he/

she deems fi t in respect of all the

shareholder’s votes exercisable

thereat. A member or his/her proxy

is not obliged to use all the votes

exercisable by the member or by

his/her proxy, but the total of the

votes cast and in respect whereof

abstention is recorded may not

exceed the total of the votes

exercisable by the shareholder

or by his/her proxy.

3. Forms of proxy must be received at

the company’s registered offi ce, on

or before 10:00 on 4 October 2016.

4. The completion and lodging of this

form of proxy will not preclude the

relevant shareholder from attending

the annual general meeting and

speaking and voting in person

thereat to the exclusion of any

proxy appointed in terms hereof.

5. Documentary evidence establishing

the authority of a person signing this

form of proxy in a representative

capacity must be attached to this

form of proxy unless previously

recorded by the company’s transfer

secretaries or waived by the

chairman of the annual general

meeting.

6. Any alteration or correction made to

this form of proxy must be initialled

by the signatory/ies.

7. A minor must be assisted by his/

her parent or guardian unless the

relevant documents establishing his/

her legal capacity are produced or

have been registered by the transfer

secretaries of the company.

8. The chairman of the annual general

meeting may reject or accept a form

of proxy, which is completed and/or

received other than in accordance

with these notes, if the chairman is

satisfi ed as to the manner in which

the shareholder wishes to vote.

Certifi cated and “own name” registered dematerialised shareholdersIf you are unable to attend the

annual general meeting of Gold

Brands Investments Limited to be

held at 195 Witch-Hazel Avenue,

Highveld Techno Park, Centurion, on

6 October 2016 at 10:00 and wish

to be represented thereat, you must

complete and return this form of proxy

in accordance with the instructions

contained herein and lodge it with,

or post it to the company’s registered

offi ce address, detailed in point 3

above, to be received by them by no

later than 4 October 2016.

Dematerialised shareholdersIf you hold dematerialised shares in


through a CSDP or broker and do

not have an “own name” registered

dematerialised registration, you must

timeously advise your CSDP or broker

of your intention to attend and vote

at the annual general meeting or be

represented by proxy thereat in order

for your CSDP or broker to provide

you with the necessary letter of

representation to do so, or should you

not wish to attend the annual general

meeting in person, you must timeously

provide your CSDP or broker with your

voting instructions in order for the

CSDP or broker to vote in accordance

with your instructions at the annual

general meeting.

Record datesShareholders are reminded to take note

of the following dates:

• The last day to trade in order to be

eligible to attend, participate and

vote at the annual general meeting

will be 27 September 2016.

• The record date in order to be

eligible to attend, participate and

vote at the annual general meeting

will be 30 September 2016.

Identifi cation of meeting participantsKindly note that meeting participants

(including shareholders and proxies)

are required to provide reasonably

satisfactory identifi cation and the person

presiding at the annual general meeting

must be reasonably satisfi ed that the

right of any person to participate in and

vote (whether as a shareholder or as

a proxy for a shareholder) has been

reasonably verifi ed.

Any shareholder having diffi culty or

queries with regard to the above may

contact the company secretary on

+27 (0)12 346 8840.



Notes

Gold Brands Investments LimitedIncorporated in the Republic

of South Africa

Registration number: 2015/168426/06

Share code: GBI

ISIN: ZAE000212791

Gold Brands or the company

Registered office195 Witch-Hazel Avenue

Highveld Techno Park, Centurion

PO Box 290, Cornwall Hill, Irene 0178

Tel: +27 12 665 2947

Fax: +27 12 665 2404

Company secretaryRiver Group

Represented by:

Estine van der Merwe

211 Kloof Street, Waterkloof, Pretoria

PO Box 2579, Brooklyn Square 0075

DirectorsClifford David Raphiri

Non-executive independent director

Christos Kassianides


Valentine Nichas


Efpraxia (Praxia) Nathanael

Executive director and chief executive

offi cer

Terence Craig Ballard

Financial director

Stylianos (Stelio) Costa Nathanael

Chief operating offi cer

Corporate and designated advisorRiver Group

Number 2, Kloof Trio, 211 Kloof Street

Waterkloof, Pretoria

PO Box 2579, Brooklyn Square 0075

Independent reporting accountantsNexia SAB&T

119 Witch-Hazel Avenue

Highveld Techno Park, Centurion

PO Box 10512, Centurion 0046

Transfer secretariesTrifecta Capital Services Proprietary

Limited

31 Beacon Road, Florida North

Roodepoort 1709

PO Box 61272, Marshalltown 2107

BankAbsa Bank

Block G, 2nd Floor

Hillcrest Offi ce Park

Pretoria

Corporate information

Serving 1,2 million mouth-watering boerewors per year

GOLD BRANDS INVESTMENTS LIMITED

www.goldbrands.co.za

Documents

INTEGRATED ANNUAL REPORT - Home | Gold Brands · Scope of this report Gold Brands Investments Limited’s (Gold Brands or GBI or the group or the company) integrated annual report