Imara Holdings Limited 2015 annual report

2015 ANNUAL REPORT

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ANNUAL REPORTChairman’s Letter 2

2015 Operating Review 4

Group Profile 8

Directorate and Group Management 9

Corporate Governance 11

ANNUAL FINANCIAL STATEMENTS 19

Independent Auditor’s Report 20

Consolidated Income Statement 21

Consolidated Statement of Comprehensive Income 22

Consolidated Statement of Financial Position 23

Consolidated Statement of Cash Flows 24

Consolidated Statement of Changes in Equity 26

Notes to the Consolidated Financial Statements 30 – 116

SHAREHOLDERS’ INFORMATION 117

NOTICE OF ANNUAL GENERAL MEETING 119

FORM OF PROXY 123

CONTENTS

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CHAIRMAN’S LETTER

Dear Shareholder

Imara’s results for the year to 30 April 2015 were disappointing and reflect a year of transition. A strong first half to the year was followed by a significant downturn in market activity across all businesses combined with an unsustainable cost base. Total income for the year fell by 9% to P128.5 million compared to the prior year and we recorded an after-tax loss attributable to owners of the parent of P15.3 million. This included, after an assessment of its prospects, an impairment of goodwill in respect of Imara Trust Company in Mauritius amounting to P12.3 million and redundancy and severance payments of P3.6 million.

During the year we announced plans to sell Imara SP Reid (ISPR), our South African stockbroking business. This transaction closed on 12 June 2015, after our 30 April 2015 year end date. Although we achieved a fair sale value for a business facing increasing competition, it does create a challenge to source new revenue and profit opportunities as ISPR accounted for 37% of Imara’s consolidated total income and contributed pre-tax profits of P13.9 million in 2015. I elaborate on our plans to address this challenge below.

In 2015 there were also several changes to Imara’s Board of Directors. In October 2014, I became Non-executive Chairman and Tom Gaffney and Hector Fleming joined the Board in November 2014. Tom was appointed Chief Executive in March 2015 after Mark Tunmer retired from that position. Mark remains on the board as a Non-executive Director and Deputy Chairman. Adam Fleming, Gary Johns and Mike Ndoro resigned as Directors during the year, while John Legat and Rod MacLeod resigned after year end. John remains head of our asset management division. I thank them all for their invaluable contributions over the years. Harry Wulfsohn was appointed as an Executive Director on 4 August 2015.

During the year we were pleased to welcome FWA Financial Limited, a Mauritius incorporated company controlled by Hector Fleming, Tom Gaffney and Harry Wulfsohn, as a new shareholder with a shareholding of approximately 29%.

POSITIONING IMARA FOR THE FUTURE

In embarking on a new chapter in Imara’s history, we are mindful of a macro-economic climate that continues to deteriorate in Africa. The disappointment of lower credit ratings for South Africa and major African institutions has knocked the confidence of investors and businesses. We understand that we operate in a global environment, and that international developments will have an effect on the business. Trading in our operating businesses continued to be difficult in the first quarter of the new financial year, but was offset by the exceptional capital gain arising from the disposal of ISPR.

Imara has a wide range of contacts in Africa, built over several decades. Our presence in seven African countries and in the UK is a competitive strength. Equally, the diversity of our businesses provides multiple avenues for growth.

Given that Imara’s businesses have high operating leverage, a small improvement in African economies can have a major impact on our profits.

Without ISPR we need to significantly grow our remaining businesses to achieve critical scale. Our new business model is focused on investing in and growing our wholly-owned businesses – asset management and corporate finance – where we can add the most value. We have the opportunity to become sub-Saharan Africa’s leading independent asset management and corporate finance firm.

We have completed a review of Imara’s businesses and set the following goals to drive growth in total shareholder return:

focus on those businesses that show the most promising and visible profit opportunities;

provide a high quality service to our clients – the best marketing we can do is to provide excellent service to existing clients;

attract and retain the best people; align staff remuneration with shareholder and other

stakeholder interests; reduce fixed costs, including central costs; maintain a resilient balance sheet; return surplus capital to shareholders; and high standards of regulatory compliance.

ASSET MANAGEMENT

In asset management, Imara has significant capacity in its current investment platforms and has a strong track record built over many years. For growth in future years, we plan to grow funds under management with existing products and to develop and seed new investment strategies that extend our existing platforms.

The asset management business will benefit from an enhanced focus on distribution and introduction to a new international network of relationships, including the North American market. We believe this will drive profit growth.

We have established a private equity arm focused on investing in small and medium-sized businesses in Africa. This is a rapidly growing area in which Imara should do well given its geographic footprint and African network of relationships. The private equity arm will originate and manage investments on behalf of a wide range of investors to which we now have access.

CORPORATE FINANCE

Corporate finance services will be focused on advising small and medium-sized companies in placing private equity, quasi-equity securities, mezzanine capital and debt. This is a fast-growing area and one in which Imara aims to establish leadership as the preferred financial advisor.

The objective will be to provide advice and execution services to entrepreneurs in local markets seeking to raise capital.

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ANNUAL REPORT

Our remuneration will take the form of placement fees and carried interests. Clients will benefit from Imara’s access to international investors focused on Africa. The corporate finance business will seek to complement the new proposed private equity initiative while actively managing the potential for conflicts of interest. Our aim is to grow with the client by providing financial advisory services at each step of its development right through to the public capital markets.

PARTIALLY OWNED SUBSIDIARIES AND ASSOCIATES

The partially owned subsidiaries and associates in which Imara has an equity stake and board representation offer a broad network of relationships. This is a key part of our proposition to our clients. Our goal will be to work closely with our partners to create value for our clients and to identify new clients.

We have a high quality team, a good reputation, a strong balance sheet and supportive shareholders underpinning our confidence that we can build a successful firm despite the near term volatility affecting our markets.

Yours sincerely

Gunter Z SteffensChairman

15 September 2015

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2015 OPERATING REVIEW

HIGHLIGHTS

Total income of P128.5 million for the year ended 30 April 2015, down 9% from 2014 Loss for 2015 attributable to owners of the parent of P15.3 million compared to a profit of P10.0 million in 2014 Loss per share of 24.77 thebe (diluted) for 2015 compared to a profit of 16.01 thebe per share (diluted) for the prior year Funds under management of US$561 million as of 30 April 2015, down 3% from 30 April 2014 Net asset value per share of P2.00 (diluted) as of 30 April 2015, down 10% from 30 April 2014 Imara SP Reid disposal completed on 12 June 2015 generating net cash proceeds of P73.4 million after tax and expenses

Summary of results and supplemental data

Expressed in Botswana Pula (P) millions, except per share data in Thebe and FUM in US$.

Year ended 30 April

2015 2104% change

2015 on 2014

IncomeWholly owned subsidiaries (continuing operations) 59 746 63 190 (5.5)

Partially owned subsidiaries 68 799 77 914 (11.7)

128 545 141 104 (8.9)

Wholly owned subsidiaries (discontinued operations) 70 925 71 525 (0.8)

Total income 199 470 212 629 (6.2)

Associates and joint ventures – cash dividends received 566 212 166.9

(Loss)/profit after tax attributable to owners of the parentContinuing operations (26 435) 604

Discontinued operations 11 183 9 402 18.9

All operations (15 252) 10 005 252.4

Attributable (loss)/earnings per share:

Continuing operations – diluted (42.94) 0.97

Discontinued operations – diluted 18.17 15.04 20.7

All operations – diluted (24.77) 16.01 254.7

Supplemental data*Funds under management – at year end US$ million 561 580 (3.2)

Funds under management – average for the year US$ million 582 583 –

Note:*Includes FUM of Imara Capital Zimbabwe.

Imara Holdings Limited (IHL), the parent company of the Imara Group, generates revenues and profits from its wholly owned subsidiaries. IHL receives management fees and dividends from its partially owned subsidiaries, associates and joint ventures. The interests of other shareholders in the partially owned subsidiaries are reflected as “non-controlling interests”.

For the purpose of its financial statements and in accordance with IFRS 10, IHL consolidates its wholly owned subsidiaries together with its majority controlled partially owned subsidiaries. It also consolidates Imara Capital Zimbabwe (Pvt) Limited, a 46.35% partially owned subsidiary, as there is a voting arrangement in place with certain shareholders which provides IHL with majority voting control. Associates and joint ventures (below 50% shareholding), are accounted for using the equity method of accounting.

As a Botswana incorporated company, IHL’s reporting currency is Botswana Pula, however, approximately 46.2% of Imara’s consolidated total income in 2015 was generated in South African Rand, 37.8% in US Dollars, 13.0% in Botswana Pula and 3% in other currencies. Approximately 37.6% of IHL’s consolidated 2015 operating costs (continuing and discontinued operations) were denominated in South African Rand, approximately 37.5% in US Dollars, 22.7% in Botswana Pula and 2.2% in other currencies.

The average exchange rate for the year between the Pula and the US Dollar was 9.12 and between the Pula and the South African Rand 1.22. At 30 April 2015 the Pula/US Dollar exchange rate was 9.64 and the Pula/South African Rand exchange rate was 1.23.

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ANNUAL REPORT

WHOLLY OWNED SUBSIDIARIES

Total income

Total income from IHL’s wholly owned subsidiaries (continuing and discontinued operations) totalled P137.48 million in 2015, 2.9% lower than 2014. Imara SP Reid accounted for 56.6% of total income from wholly owned subsidiaries in 2015 compared to 55.4% in 2014.

Asset Management

Our wholly owned asset management activities comprise our Offshore and South African divisions.

Total income was P43.3 million for 2015, 3.0% lower than 2014.

Management fees were P2.37 million for 2015, 7.4% lower than 2014, primarily reflecting net outflows in our Offshore division. Performance fees were P3.18 million for 2015, compared to P6.68 million for 2014, primarily reflecting the elimination of such fees from almost all of our mutual funds during the year. This was in response to competitive pressures.

Total funds under management (FUM) from wholly owned subsidiaries were P3.63 billion, (US$376.62 million) as of 30 April 2015, down from P3.83 billion, (US$422.57 million) as of 30 April 2014. This represents a decline of 15% in US$ terms and 5% in Pula terms. Average FUM were US$392.47 million, down by less than 1% from the prior year.

During the year our Offshore division, which manages our offshore funds and segregated accounts, experienced redemptions primarily in our flagship Imara Africa Opportunities Fund, as certain European investors were forced to redeem due to AIFMD and UCITS regulations. There was also an outflow from one of our segregated accounts which moved funds from Africa which had performed well, to Latin America which had been weak. Net redemptions in our Offshore funds totalled US$47 million during 2015.

Our South African division had another good year with FUM rising 7.61% to P1.80 billion (US$152.18 million) from P1.57 billion (US$148.50 million) driven by growth in our unit trusts and segregated accounts.

The relative performance of our funds has remained strong which will assist us in gaining new mandates over time.

Since the year end, we have significantly strengthened our distribution capabilities in Europe and North America with the recruitment of an experienced individual, based in London.

Corporate Finance

Corporate Finance comprises Imara’s wholly owned corporate finance subsidiaries in Botswana, Mauritius and South Africa.

Corporate Finance total income was P29.35 million in 2015, 86.6% higher than 2014.

During 2015 Imara was involved in a wide range of financial advisory transactions across Southern Africa.

Imara advised Lafarge Zambia on its US$80 million private placement on the Lusaka Stock Exchange; Imara Holdings on the disposal of Imara SP Reid and Madison Financial Services Company on its initial public offering on the Lusaka Stock Exchange. Imara also provided financial advisory services to ABC Holdings in Botswana in connection with the mandatory share offers made to its shareholders by Atlas Mara and ADC.

Imara SP Reid

To comply with International Financial Reporting Standards, the financial results for Imara SP Reid (ISPR) have been reported as discontinued operations.

ISPR reported total revenue of P70.9 million in 2015, 0.83% lower than 2014. ISPR experienced an exceptionally strong first half performance but a weak second half primarily due to reduced revenues from derivatives activities and reduced commissions from non-South African securities broking.

The sale of ISPR was completed on 12 June 2015, after our year end of 30 April 2015, generating net cash proceeds of approximately P73.4 million after tax and expenses.

Operating expenses

Operating expenses of our wholly owned subsidiaries (continuing and discontinued operations) totalled P133.56 million in 2015, 20.3% higher than 2014. ISPR accounted for 25.9% of total operating expenses from wholly owned subsidiaries in 2015 compared to 29.5% in 2014.

Remuneration

Remuneration expense of our wholly owned subsidiaries (continuing and discontinued operations) including benefits, for 2015 was P69.75 million, 18% higher than 2014, and compared to a 3% decrease in total income for the same period. Remuneration represented 51% of total income for 2015, compared to 42% for 2014, and 52% and 53% of total expenses for 2015 and 2014 respectively. Approximately 44% of remuneration expenses were denominated in US Dollars. The Pula stated equivalent of such amounts, escalates annually by the depreciation of the Pula against the US Dollar, which approximated 7% in 2015 and 11% in 2014. Included in remuneration expenses are performance bonuses of P14.61 million for 2015 compared to P11.20 million for 2014.

Non-remuneration expense

Non-remuneration expense of our wholly owned subsidiaries (continuing and discontinued operations) was P51.52 million for 2015, 1% lower than 2014 and compared to a 3% decrease in total income for the same period. The ratio of non-remuneration expense to total income was 46% for 2015, compared to 37% for 2014.

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increased its funds under management during the year by 8% to US$184.42 million at 30 April 2015.

The macro situation in Zimbabwe shows no sign of improving in the immediate future. ICZ management has already taken significant steps to reduce its fixed cost base in an environment where low trading volumes are likely to persist. ICZ continues to actively explore avenues for revenue growth and improving cost efficiency while not reducing its capability to provide a first class service to its clients or losing its high operating leverage to an improvement in the Zimbabwe economy.

Imara Capital Securities (Pty) Limited (Botswana) (54.1%)

Imara Capital Securities’ (ICS) functional currency is Botswana Pula.

ICS revenue for 2015 was P7.86 million, up 10% from 2014. After tax income was P2.00 million, down 6% from 2014. The drop in after tax profit is largely attributable to an increased effective tax rate of 28% compared to 14% in the prior year. Total staff remuneration in 2015 represented 45% of total revenue compared to 44% of total revenue in 2014.

Imara received dividends totalling P410 000 from ICS in 2015. This dividend relates to the 2014 financial year. A dividend of P840 000 million has been declared in respect of 2015 of which P445 200 will accrue to Imara. Management fees received by Imara in 2015 were P300 000 (full year) compared to P150 000 in 2014 (part year). In addition, since the year end the company has redeemed preference shares with a total value P1 904 000 of which Imara’s share is P1 122 240. At 30 April 2015, ICS had shareholders’ equity of P5.49 million compared to P4.23 million at 30 April 2014.

In 2015, ICS was the largest stockbroker on the Botswana Stock Exchange, accounting for 37% of total trading volume which was almost double the volume of the nearest competitor. This position has been achieved by gaining market share through providing consistently high levels of client service to a predominantly institutional client base. The prospective listing of Botswana Telecommunications Corporation Limited and the dematerialisation of listed company shares has resulted in an increased number of retail clients. Nevertheless, brokerage commissions remain under downwards pressure and ICS does not expect its strong performance in 2015 to be repeated in 2016.

Non-remuneration expense relating to central corporate costs were P19.88 million for 2015. This included central marketing and travel expenses, professional indemnity insurance cover, central risk management and compliance costs, direct and indirect costs associated with IHL’s listing on the Venture Market of the Botswana Stock Exchange.

Non-recurring expenses

Non-recurring expenses in 2015 totalled P19.87 million and included an expense of P12.27 million associated with the impairment of all the goodwill associated with Imara Trust Company (ITC) in Mauritius, a partially owned subsidiary. A trend has emerged at ITC of declining numbers of trust accounts and clients, with a corresponding decline in revenues and earnings. Increased international regulation and compliance have negatively impacted future prospects for the company.

Other non-recurring expenses incurred in 2015 include P3.67 million of redundancy and severance payments and P2.83 million of transaction costs associated with the sale of ISPR.

PARTIALLY OWNED SUBSIDIARIES

Imara Capital Zimbabwe (Pvt) Limited (46.35%)

Imara Capital Zimbabwe’s (ICZ) year end is 31 March, however, its financial results have been annualised to 30 April to match IHL’s year end. ICZ’s functional currency is US Dollars.

ICZ’s total income for 2015 was US$4.69 million, down 24% from 2014. ICZ broke even in 2015 compared with an after tax profit of US$601 849 in 2014. The drop in after tax profit was almost entirely due to a 31% drop in brokerage fees to US$2.08 million from US$2.99 million in 2014. Total staff remuneration in 2015 represented 53.0% of total income compared to 41.8% of total income in 2014.

IHL received dividends totalling US$198 854 from ICZ in 2015, compared to US$292 723 in 2014. Management fees received by Imara in 2015 were US$75 308 versus US$56 738 in 2014.

At 30 April 2015, ICZ had shareholders’ equity of US$1.32 million compared to US$1.75 million at 30 April 2014, the decrease is primarily accounted for by the payment of a cash dividend of US$440 000 in 2015 which was associated with the after tax profit generated in 2014.

ICZ maintained its position as the largest stockbroker in Zimbabwe with a 27% market share in 2015. ICZ, however, suffered in 2015, particularly in the second half, from political turmoil in November 2014 coupled with a slowing economy which led to reduced foreign investor interest and a 10% decline in the Zimbabwe Stock Exchange Index on very thin trading volumes. Consistent profitability in asset management offset losses in stockbroking and corporate finance. ICZ, Zimbabwe’s largest independent asset manager,

2015 OPERATING REVIEW (continued)

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ANNUAL REPORT

Imara Trust Company Limited (Mauritius) (53%)

ITC’s functional currency is US dollars.

ITC total income for 2015 was US$1.94 million, down 8% from 2014. After tax income was US$430 653, down 25% from 2014. Despite the revenue decline staff costs were up 3% and represented 41% of revenue in 2015 compared to 36% in 2014.

Imara received dividends totalling US$222 867 from ITC in 2015, compared to US$239 918 in 2014. Management fees received by Imara in 2015 were US$47 816 (full year) compared to US$ 15 000 (part year) in 2014.

At 30 April 2015, ITC had shareholders’ equity of US$550 317 compared to US$514 737 at 30 April 2014.

In 2015, ITC increased the number of Mauritius incorporated investment holding companies that it administers. These investment holding companies attract international investors who seek to make use of Mauritius’ attractive network of double taxation agreements, particularly with African countries. However, during 2015 a number of ‘tax exempt’ companies administered by ITC ceased operations which adversely impacted revenues.

Although Mauritius is rapidly becoming the investment gateway to Africa, ITC faces increasing requirements for greater tax transparency and disclosure which will lead to increased compliance and reporting costs; this may also result in the closure of a number of existing companies and trusts under ITC’s administration.

Associates and joint ventures

Associates and joint ventures include the 25% shareholdings in each of Stockbrokers Zambia Limited and Stockbrokers Malawi Limited, the 49% shareholding in Imara ECR Asset Management Limited in Zambia and the 50% shareholding in Imara Securities Angola SVCM SA.

The share of profits from associates and joint ventures amounted to US$84 488 in 2015, down 23% on the previous year. Dividends received amounted to US$62 018, down 52% on 2014. Impairment charges for the year, which are largely attributable to adverse exchange rate movements, amounted to US$12 140 in 2015 compared to US$27 242 in 2014.

The operation in Angola continued to be a drain on the resources of IHL and absorbed US$279 000 of cash during the year as it continued with the process of applying for a stockbroking license and other business development costs.

Taxes

The consolidated provision for taxes for 2015 was P7.74 million of which P2.74 million related to discontinued operations. Companies within the Imara group are each taxed as stand-alone entities in the country jurisdictions where they operate

and tax legislation does not allow for set off against loss making businesses. This results in an effective tax rate at group level which is higher than the standard corporate tax rate.

STATEMENT OF FINANCIAL POSITION

As of 30 April 2015, consolidated cash and cash equivalents (including fixed deposits) were P70.7 million, most of which was deployed in subsidiary companies to meet working capital requirements. IHL, the parent company, had cash and cash equivalents of P22.7 million. IHL had consolidated shareholders’ equity attributable to owners of the parent of P123.0 million at 30 April 2015.

Net proceeds from the sale of ISPR were received in June 2015, increasing cash and cash equivalents by P73.4 million. Imara’s balance sheet remains strong after the sale of ISPR and we will be seeking to return a portion of the proceeds to shareholders.

Thomas B GaffneyChief Executive

15 September 2015

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GENERAL INFORMATION

Country of incorporation Botswana

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

Company registration number CO – 2002/3377

Tax registration number CO – 65018-0101-9

Registered office Union Provident Trust

Plot 465, Mathangwane Road

Extension 4, Gaborone; and

PO Box 46699, Village, Gaborone

Registration status Registered in the Botswana International Financial

Services Centre (IFSC)

Tax Certificate Number 22 – Effective date 28 July 2003

Independent auditors Ernst & Young (EY)

Bankers Barclays Bank of Botswana

Barclays Bank of Mauritius

Barclays Bank of Zimbabwe

First National Bank Limited (Botswana)

First National Bank Limited (South Africa)

Standard Bank Limited (Mauritius)

Botswana Stock Exchange code IMARA

Reuters code IMRA.BT

Transfer secretaries Corpserve Botswana

Unit 206, Second Floor, Plot 64516

Showgrounds Close, Fairgrounds, Gaborone

Telephone: +267 393 2244, Facsimile: +267 393 2243

Email: [email protected]

Business addresses and contact details BotswanaUnit 6, Second Floor, Morojwa MewsPlot 74770, Western Commercial RoadNew Central Business District, GaboroneTelephone: +267 3188 710, Facsimile: +267 3191 767Website: www.imara.com

South AfricaImara House, Block 3257 Oxford Road, Illovo, 2116, JohannesburgTelephone: +27 11 550 6100, Facsimile: +27 11 550 6110

GROUP PROFILE

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ANNUAL REPORT

DIRECTORATE

Imara Holdings Limited

GZ Steffens Chairman Non-executive GermanyMJS Tunmer Deputy Chairman Non-executive ZimbabweTB Gaffney Chief Executive Executive United Kingdom Appointed 19 November 2014HA Fleming Executive United Kingdom Appointed 26 November 2014ACH Mackeurtan Executive South AfricaTJ Matsau Non-executive South AfricaDE Stone Executive South AfricaHJ Wulfsohn Executive United Kingdom Appointed 4 August 2015AR Fleming Non-executive United Kingdom Resigned 24 October 2014GE Johns Non-executive Botswana Resigned 24 October 2014SM Ndoro Non-executive Zimbabwe Resigned 24 October 2014JR Legat Executive United Kingdom Resigned 01 May 2015RH Macleod Executive South Africa Resigned 11 May 2015

ACH Mackeurtan’s director status changed from executive to Non-executive on 12 June 2015.

Company Secretary

DE Stone

Botswana Stock Exchange Compliance Officer

DE Stone

Audit and Risk Committee

GZ Steffens Chairman Non-executiveTJ Matsau Non-executiveGE Johns Non-executive Resigned 24 October 2014TB Gaffney By invitation ExecutiveDE Stone By invitation Executive

Remuneration Committee

TJ Matsau Chairman Non-executiveGZ Steffens Non-executiveACH Mackeurtan Executive/Non-executiveMJS Tunmer ExecutiveGE Johns Non-executive Resigned 24 October 2014HA Fleming Executive Resigned 30 April 2015TB Gaffney Executive By invitation from 19 November 2014

Nominations Committee

GZ Steffens Chairman Non-executiveTJ Matsau Non-executiveTB Gaffney Non-executiveGE Johns Non-executive Resigned 24 October 2014SM Ndoro Non-executive Resigned 24 October 2014MJS Tunmer Non-executive Resigned 24 October 2014ACH Mackeurtan Executive/Non-executive Resigned 3 December 2014

DIRECTORATE AND GROUP MANAGEMENT

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Social and Ethics Committee (South Africa)

TJ Matsau Chairman Non-executiveBT Jena ExecutiveLK Warburton ExecutiveDE Stone ExecutiveGM Algeo Executive Resigned 10 March 2015RH Macleod Executive Resigned 11 May 2015

Group Management – As at 31 August

TB Gaffney Chief Executive Appointed 24 March 2015DE Stone Chief Financial OfficerJR Legat Head: Asset ManagementHJ Wulfsohn Business Development: Asset Management Appointed 1 May 2015HA Fleming Head: Private Equity Appointed 1 May 2015P Prayag Head: Trust Administration and Custodial Services

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ANNUAL REPORT

NATURE OF BUSINESS

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

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

There has been no significant change to the nature of business from previous years other than private equity which was launched after the year end date.

CORPORATE GOVERNANCE PRINCIPLES

The Imara Group (the Group) is committed to the principles outlined by the various King Report’s on governance. The Imara Holdings Limited board (the Board) is satisfied that the Group is working towards full compliance with the principles set out in the King Reports and with progress in this regard. Explanations have been provided where the Group is yet to comply with certain key principles.

The Board is also cognisant that implementation of Botswana Stock Exchange’s (BSE) new Code of Corporate Governance is imminent. The preliminary draft Code of Corporate Governance broadly follows the governance principles prescribed in the King Reports. The Board has undertaken to work towards achieving full compliance with the BSE Code in the shortest possible time frame.

The Board is the highest decision making body in the Group and is ultimately responsible for corporate governance. The Board acknowledges the relationship between strategy, risk, performance and sustainability.

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

ETHICS AND ORGANISATIONAL INTEGRITY

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

Professional and ethical conduct and the highest standards of integrity are an integral part of how the Group conducts its business affairs. The Group recognises that investor

and stakeholder perceptions are based on the manner in which the Group, its directors, management and employees conduct business. The Group, therefore, strives to achieve the highest standards of integrity, transparency and business ethics at all times.

The Board’s deliberations take into account the values underpinning good corporate governance, namely:

responsibility; accountability; fairness; and transparency,

and also the Group’s core values namely:

integrity; knowledge; discipline; enterprise; and resoluteness.

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

This committee has historically had a South Africa focus but the Board have agreed that it should become a group committee and that its terms of reference should be widened accordingly. This is currently being implemented and thereafter the committee will report directly to the Board. The revised terms of reference, once approved, will be subject to annual review.

BOARD CHARTER

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

Key responsibilities of the Board include:

i. the setting of the strategic direction of the Group and monitoring management’s implementation of that strategy;

ii. ensuring an effective corporate governance structure;

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

iv. monitoring of operational performance;

v. ensuring that succession planning is in place; and

vi. ensuring the integrity and quality of communications with stakeholders, regulators, shareholders and employees.

CORPORATE GOVERNANCE

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DECLARATION OF DIRECTORS’ INTERESTS

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

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

BOARD APPOINTMENTS

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

There have been several changes to the composition of the Board during the past year. At the company’s annual general meeting in October 2014, Messrs Adam Fleming, Mike Ndoro and Gary Johns retired as directors. In November 2014 Messrs Tom Gaffney and Hector Fleming were appointed as Non-executive directors of the company. Both have subsequently become executive directors, with Tom Gaffney being appointed as Chief Executive in November 2014 and Hector Fleming being appointed as Head of the Group’s new Private Equity Division in May 2015. Ann Mackeurtan’s director status changed from executive director to Non-executive director in June 2015. This followed the successful conclusion of the disposal of Imara SP Reid, where Ann is the Chief Executive Officer, to MMI Strategic Investments Proprietary Limited. Harry Wulfsohn was appointed as an executive director of the company on 4 August 2015.

John Legat and Rod Macleod resigned as executive directors on 1 May 2015 and 11 May 2015 respectively.

COMPANY SECRETARY

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

COMPOSITION AND FUNCTIONS OF THE BOARD

The Group is governed by a unitary board of directors. In terms of the company’s Constitution, the Board may not comprise fewer than four or more than 20 directors, at least one of whom shall be ordinarily resident in Botswana. The board of directors is chaired by Gunter Steffens, a Non-executive director and comprises eight directors, four of whom are non-executive. Gunter Steffens is the lead independent director and replaced Mike Ndoro as Chairman following his decision to retire at the company’s annual general meeting in October 2014. Details of the composition of the Board are detailed on page 9 of this Annual Report.

On 24 March 2015, Mark Tunmer elected to retire and stood down as Chief Executive. He was replaced by Tom Gaffney, who was previously a non-executive director of the company, having been appointed in November 2014. Mark continues to serve on the Board as Deputy Chairman.

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

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

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

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

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

INDEPENDENT NON-EXECUTIVE DIRECTORS

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

CORPORATE GOVERNANCE (continued)

PAGE | 13

ANNUAL REPORT

by the Chief Executive. Board committees, in the main, make recommendations to the main Board for its approval or final decision. Terms of reference of the committees have been approved by the main board and are reviewed annually. Minutes of committee meetings are circulated and reported on at ensuing board meetings. Senior executives are invited to attend meetings of the committees by invitation, where considered appropriate.

AUDIT AND RISK COMMITTEE

The Audit and Risk Committee is chaired by Gunter Steffens, the current Board Chairman. This is an interim arrangement, occasioned by the multiple changes to the composition of the Board during the past six months. The Audit and Risk Committee comprises two members, both of whom are Non-executive directors. The Group Chief Financial Officer attends meetings of the committee by invitation.

Details of the composition of the committee is detailed on page 9 of this Annual Report.

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

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

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

financial controls; reporting; compliance with International Financial Reporting

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

subsidiary company level.

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

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

BOARD MEETINGS

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

ACCESS TO INFORMATION AND RESOURCES

Directors have unrestricted access to executive management, the Company Secretary and group information. They are also entitled to make use of independent professional advisors, at the Group’s expense, when necessary to discharge specific responsibilities. External auditors attend the Group and subsidiary audit committees by invitation. Non-executive members of the Audit and Risk Committee meet with the external auditors at least once a year without executive management present.

BOARD EFFECTIVENESS AND EVALUATION

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

The Chairman has also instituted a training program for all main board directors, which requires directors to attend specific training courses annually.

BOARD COMMITTEES

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

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

These committees are accountable to the Board. All of the committees are chaired by Non-executive directors, with the exception of the Executive Committee which is chaired

14 | PAGE

Scheme, the allocation of share options, the profit sharing scheme and the apportionment of profit share to executives and employees.

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

NOMINATIONS COMMITTEE

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

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

RISK MANAGEMENT

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

Following recommendations by the Audit and Risk Committee in 2012, the Group has implemented an ISO 31 000 compliant Enterprise Risk Management System (“ERMS”), to assist in the enhancement and standardisation of the Group’s risk management processes. The Group’s risk management controls are reviewed monthly at a subsidiary company level and are formally reviewed and assessed by the respective boards on a quarterly basis.

INFORMATION TECHNOLOGY GOVERNANCE

The Board recognises that information technology (IT) has become an integral part of doing business and is fundamental to the support, sustainability and growth of organisations. IT cuts across all aspects, components and processes in business and is therefore not only an operational enabler for a company, but an important strategic asset, which can be leveraged to create opportunities and to gain competitive advantage.

The Audit and Risk Committee has:

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

satisfied itself regarding the effectiveness of internal financial controls;

satisfied itself regarding the information technology systems used in the business and offsite back up and disaster recovery processes;

satisfied itself regarding the effectiveness of risk management systems;

satisfied itself regarding the independence of the external auditors; and

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

EXECUTIVE COMMITTEE

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

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

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

REMUNERATION COMMITTEE

The Remuneration Committee is chaired by Joe Matsau, a non-executive director and comprises three members all of whom are Non-executive directors. Details of the composition of the committee are detailed on page 9. The Chief Executive and other members of the executive attend meetings of the committee by invitation. The committee met twice during the year.

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


PAGE | 15

ANNUAL REPORT

During the year a Group Compliance Committee was formed and a sub-committee of the Audit and Risk Committee, with the aim of integrating and improving compliance efforts across the Group. Its membership comprises the Group Financial Officer, the Group Risk Officer, the Group Compliance Officer and the compliance heads from subsidiary companies.

Given the international presence of the Imara Group and the number of different regulatory bodies governing its activities, coupled with an increasingly complex and ever-evolving regulatory landscape, a Group compliance function was established in 2013. Compliance is under the supervision of the Group Compliance Officer with support from the Compliance and Risk Officers at subsidiary company level, and in certain instances, is advised by third party compliance consultants. A Group-wide monitoring and review system is in place such that the main holding company and subsidiary company boards of directors are regularly appraised of key compliance issues and instances of none compliance, where applicable. This has contributed to a more unified approach to compliance and an enhanced focus on the impact of overarching legislation at a Group level. The enterprise-wide risk management strategy and a strengthening of Group compliance controls seeks to ensure that changes to the regulatory agenda do not give rise to operational and risk management weaknesses or gaps in oversight. On-going integration of elements of the Group’s risk management system and compliance functions remains a key objective.

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

The company has been in breach of NBFIRA regulations on two occasions during the past year. The first breach occurred on 24th March 2015 when the company announced a change in the Chief Executive position without obtaining the prior approval of the Regulator for this change. Following a disciplinary hearing, the company was reprimanded for the breach but no penalty was imposed.

The second breach related to the late submission of quarterly returns. Again a warning was issued but no penalty applied.

INTERNAL AUDIT

There is currently no centralised internal audit function at a Group level. Certain subsidiary companies have their own internal audit departments but in the main the internal audit function is outsourced. Internal audit reports directly to the board of directors of their respective companies. The Group is currently looking to implement a centralised Group internal function on an out sourced basis and has engaged professional firms to submit quotations for these services. Implementation of the internal function is targeted for H2 of the current financial year. Internal audit services are viewed as complementary to the expanding risk management and compliance functions in the Group and to attain effective combined assurance.

In addition to being a strategic asset to the company, IT also presents significant risks through the exposure of intellectual property and other information resources through technology channels. The Board reviews the effectiveness of IT systems, offsite back-up and disaster recovery processes quarterly. External service providers are also engaged by the Group to provide specialist support and guidance on the management of the IT infrastructure.

SUPERVISORY AND REGULATORY COMPLIANCE

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

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

Non-Banks Financial Institutions Regulatory Authority (NBFIRA)

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

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

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

Imara Africa Opportunities Fund – Irish Stock Exchange – Ireland;

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

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

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

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

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

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

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

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

Imara Edwards Securities – Zimbabwe Stock Exchange; Imara SP Reid (Proprietary) Limited – Johannesburg

Stock Exchange and Financial Services Board – South Africa. (Up to 12 June 2015.)

16 | PAGE

BOARD MEETING ATTENDANCE

2014/2015 Board Attendance Register

Auditand Risk

Committee

Remu-neration

Committee

Nomi-nations

Committee Main AGM

DirectorSM Ndoro 1/1* 1/1 – 1/1 1/1MJS Tunmer – 2/2* – 4/4 1/1AR Fleming – – – 1/1 –HA Fleming 1/1* 1/1 – 3/3 1/1TB Gaffney 2/2 1/1 1/1 3/3 1/1G E Johns 1/1 1/1 – 1/1 1/1JR Legat – – – 4/4 0/1ACH Mackeurtan – 1/1* – 4/4 0/1RH Macleod – – – 2/4 0/1TJ Matsau 3/3 2/2 1/1 4/4 1/1GZ Steffens 3/3 1/1 1/1 4/4 1/1DE Stone 3/3* – – 4/4 1/1HJ Wulfsohn – – – 1/1* 0/1Note:*By invitation.

DIRECTORS’ SHAREHOLDING

As at 30 April 2015 and 31 July 2015 (the last practicable date prior to the publication of this Annual Report), the directors, directly and indirectly, held the following shares in the company:

Number of shares held

directly and indirectly at30 April 2015

Movement in directors’

shareholding post year end


directly and indirectly at

31 July 2015

Share options held under the

Imara ShareOption Scheme

30 April 2015


Imara ShareOption Scheme

31 July 2015

DirectorJR Legat 2 841 263 – – – –ACH Mackeurtan 2 623 124 – 2 623 124 – –RH Macleod 1 399 826 (1 399 826) – 190 000 –DE Stone 110 850 – 110 850 151 000 151 000MJS Tunmer 6 013 859 (6 013 859) – – –

Total 12 988 922 (7 413 683) 2 733 974 526 000 336 000

Comparative information relating to directors’ shareholding as at 30 April 2014 and 31 July 2014 are as follows:


PAGE | 17

ANNUAL REPORT


directly and indirectly at30 April 2014

Movement in directors’

shareholding post year end


directly and indirectly at

31 July 2014


Imara Share Option Scheme

30 April 2014


Imara Share Option Scheme

31 July 2014

DirectorAR Fleming 5 652 103 – 5 652 103 – –GE Johns 63 122 – 63 122 – –JR Legat 2 841 263 – 2 841 263 235 000 235 000ACH Mackeurtan 2 573 124 – 2 573 124 150 000 150 000RH Macleod 1 399 826 – 1 399 826 223 333 223 333SM Ndoro – – – 50 000 50 000DE Stone 110 850 – 110 850 201 000 201 000MJS Tunmer 5 913 859 – 5 913 859 213 000 213 000Total 18 554 147 – 18 554 147 1 072 333 1 072 333

DIRECTORS’ REMUNERATION

At the Annual General Meeting of the company on 22 October 2015, shareholders will be asked to approve the remuneration paid to the directors of the parent company for the year amounting to P6 584 487 (2014: P6 383 580). Remuneration paid to directors of the company is disclosed in Note 4 on page 54 and Note 17 on page 88.

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

Directors’ fees Expenses

Share-based payment expense

TotalRemu-

neration

DirectorSM Ndoro 148 228 30 174 – 178 402AR Fleming 105 963 – – 105 963GE Johns 143 308 15 028 – 161 336TJ Matsau 322 511 35 622 – 358 133GZ Steffens 405 378 17 532 – 422 910TB Gaffney 115 061 213 357 – 328 418HA Fleming 178 812 210 575 – 389 387Total 1 422 261 522 288 – 1 944 559

BOTSWANA STOCK EXCHANGE

The Imara share was listed on the Venture Capital Market of the Botswana Stock Exchange on 4 October 2006. A minimum of 300 public shareholders is required for a company to be listed on the main board of the Botswana Stock Exchange. As at 30 April 2015, Imara had a total of 292 shareholders of which 275 were public shareholders (2014: Total of 258 shareholders of which 228 were public shareholders).

On 25 March 2015, trading in the company share was temporarily halted for one day following a compliance breach regarding the premature announcement of a change in the Chief Executive position. This was directly related to the NBFIRA compliance breach referred to earlier in this report.

DEALING IN SECURITIES

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

from 1 November until the publication of interim financial statements; from 1 May until the publication of annual financial statements; and when any directors, officers, executive management and/or employees are in possession of price sensitive information, not

readily available to the public.

18 | PAGE

South Africa (UNISA). Education remains the key focus of the new initiative but aims at a broader beneficiation than was achieved with the Lightwarriors Project.

POST-BALANCE SHEET EVENTS

Imara Holdings Limited, acting through its subsidiaries Imara Capital South Africa Proprietary Limited and Imara Asset Management South Africa Proprietary Limited, concluded the sale of all the issued shares of Imara SP Reid Proprietary Limited to MMI Strategic Investments Proprietary Limited on 12 June 2015, for a consideration of approximately P100 million before taxes, disbursements and expenses.

Other than the above, no events or transactions have occurred since 30 April 2015 or are pending, that would have a material effect on the financial statements at that date or for the year then ended, or that are of such significance in relation to the company’s or Group’s affairs as to require mention in a note to the financial statements in order to not make them misleading regarding the financial position, results of operations, or statement of cash flows of the Group or company.

DIRECTORS’ RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

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

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

The directors have satisfactorily discharged their responsibility in respect of the financial statements of the Group and company for the year ended 30 April 2015.

The audited financial statements of the Group and company were approved and adopted by the Board on 31 July 2015 and Messrs TB Gaffney and DE Stone were authorised to sign these financial statements.

The unaudited financial statements for the Group for the six months ended 31 October 2014 were announced on 23 January 2015 and reflected a profit after tax of P10 937 895.

The audited results of the Group for the year ended 30 April 2015, were announced on 31 July 2015, and reflected a loss after tax of P12 249 912, attributable losses of P15 252 166 and a total comprehensive loss for the year of P8 826 385.

In view of the loss for the year, no dividend was declared in respect of the financial year ended 30 April 2015.

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

COMMUNICATION WITH STAKEHOLDERS

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

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

SOCIAL CORPORATE RESPONSIBILITY

The Board considers the legitimate interests and expectations of stakeholders when making decisions regarding the Group’s best interests. In determining the best interests of the Group, the board views the Group as a sustainable enterprise and responsible corporate citizen.

Imara is a group with an authentic African heritage which owes its success, in part, to the support of the communities in which it operates. The Group recognises its role and responsibility as a corporate citizen and is committed to providing support to those communities through broad based programmes, sponsorship and other initiatives. The wider Imara Group has roots in Africa dating back to the 1950’s, during which time its shareholders and senior management have seen first-hand the shareholder-value that can accrue via the ownership of an advantaged business with a long-term investment horizon. Recognition is given to the importance of environmental, social and corporate governance, and these factors form an integral part of Imara’s approach to investment and commitment to responsible investment. In 2013 Imara Holdings Limited became a signatory to the United Nations Principles for Responsible Investment and has participated in the 2014/2015 reporting cycle.

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

SOCIAL CORPORATE RESPONSIBILITY

As part of its Social Corporate Responsibility (CSR), and under the auspices of the Imara Trust, the Imara Lightwarriors Project was concluded in November 2013. The next phase of the Group’s CSR is currently in the implementation phase and involves sponsorship of candidates from previously disadvantaged backgrounds for the South African Institute of Financial Markets (SAIFM) examination. This is a joint venture initiative in conjunction with SAIFM and the University of


PAGE | 19

ANNUAL FINANCIAL STATEMENTS


Page

CONTENTSIndependent Auditor’s Report 19

Consolidated Income Statement 21

Consolidated Statement of Comprehensive Income 22

Consolidated Statement of Financial Position 23

Consolidated Statement of Cash Flows 24

Consolidated Statement of Changes in Equity 26

Notes to the Consolidated Financial Statements 30 – 116

APPROVAL OF THE FINANCIAL STATEMENTS BY THE BOARD

The audited financial statements of the Group and company, set out on pages 21 to 116, were approved and adopted by the Board on 31st July 2015 and Messrs TB Gaffney and DE Stone were authorised to sign these financial statements on its behalf.

Thomas Benedict Gaffney David Eric StoneChief Executive Chief Financial Officer

PAGE | 19


20 | PAGE

REPORT ON THE FINANCIAL STATEMENTS

We have audited the accompanying Group financial statements of Imara Holdings Limited, which comprise the statement of financial position as at 30 April 2015, and the statement of comprehensive income, statement of changes in equity and statement of cash flows for the year then ended, and a summary of significant accounting policies and other explanatory information, as set out on pages 21 to 116.

DIRECTORS’ RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

The company’s directors are responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards and in the manner required by the Companies Act of Botswana (Companies Act, 2003) and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

AUDITOR’S RESPONSIBILITY

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

OPINION

In our opinion, the financial statements give a true and fair view of the financial position of Imara Holdings Limited Group as at 30 April 2015, and its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards, and in the manner required by the Companies Act of Botswana (Companies Act, 2003).

Ernst & Young 28 August 2015Certified Auditors GaboronePracticing Member: Bakani Ndwapi (1998 0026)

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS IMARA HOLDINGS LIMITEDFOR THE YEAR ENDED 30 APRIL 2015

PAGE | 21


CONSOLIDATED INCOME STATEMENTFOR THE YEAR ENDED 30 APRIL 2015

Year ended 30 April

Notes

Group2015Pula

Group2014Pula

Company2015Pula

Company2014Pula

(See footnote)

CONTINUING OPERATIONSRevenue 2 121 219 648 126 014 417 12 750 815 12 887 684

Other operating income 3 7 325 400 15 089 640 20 179 1 776 572

Total income 128 545 048 141 104 057 12 770 994 14 664 256

Operating expenses 4 (130 012 503) (121 296 908) (26 068 346) (32 647 929)

Cost of services sold 5 (5 348 372) (6 618 377) – –

Operating (loss)/profit (6 815 827) 13 188 772 (13 297 352) (17 983 673)

Finance costs 6 (7 357) – (3 846 126) ( 3 020 259)

Share of profits from associates and joint ventures 15 770 464 1 006 112 – –

Impairment losses on investment in associates 15 (110 704) (232 600) – –

Impairment of goodwill 12 (12 266 118) – – –

(Loss)/profit from continuing operations before tax (18 429 542) 13 962 284 (17 143 478) (21 003 932)

Income tax expense 7 (5 002 800) (7 282 810) (148 057) (907 287)

(Loss)/profit for the year from continuing operations after tax (23 432 342) 6 679 474 (17 291 535) (21 911 219)

DISCONTINUED OPERATIONSProfit after tax from discontinued operations 8 11 182 430 9 401 953 – –

(Loss)/profit for the year (12 249 912) 16 081 427 (17 291 535) (21 911 219)

Attributable to:Owners of the parent – continuing operations (26 434 596) 603 386 – –

Owners of the parent – discontinued operations 11 182 430 9 401 953 – –

Owners of the parent (15 252 166) 10 005 339 – –

Non-controlling interests 3 002 254 6 076 088 – –

(Loss)/profit for the year (12 249 912) 16 081 427 – –

EARNINGS PER SHARE FOR THE YEAR:Equity shareholders of the parent:Continuing operations – basic thebe 9 (44.67) 1.02 – –

Continuing operations – diluted thebe 9 (42.94) 0.97 – –

All operations – basic thebe 9 (25.78) 16.92 – –

All operations – diluted thebe 9 (24.77) 16.01 – –

Note:The comparative information for the prior year has been re-represented to reflect the disclosure of the South African stockbroking subsidiary, Imara SP Reid Proprietary Limited, as a discontinued operation.

22 | PAGE

Year ended 30 April

Group2015Pula

Group2014Pula

Company2015Pula

Company2014Pula

(Loss)/profit for the year (12 249 912) 16 081 427 (17 291 535) (21 911 219)

Other comprehensive income to be reclassified to profit or loss in subsequent periods:Other comprehensive income: 1 347 970 269 929 (197 614) (557 091)

Net gain/(loss) on available-for-sale-financial assets 869 231 419 788 (197 722) (557 562)Transfer to Income Statement on disposal of available-for-sale financial assets (21 754) 283 981 108 471

Income tax effect 500 493 (433 840) – –

Foreign exchange translation: 1 550 624 (3 860 652) – –

Exchange differences on translation of foreign operations 1 550 624 (6 141 018) – –

Income tax benefit – 2 280 366 – –

Net other comprehensive income to be reclassified to profit or loss in subsequent periods 2 898 594 (3 590 723) (197 614) (557 091)

Other comprehensive income not to be reclassified to profit or loss in subsequent periods: 524 933 (228 292) – –

Retirement obligations: 524 933 (228 292) – –

Re-measurement gains/(losses) on defined benefit plans 617 571 (268 582) – –

Income tax effect (92 638) 40 290 – –

Net other comprehensive income 3 423 527 (3 819 015) (197 614) (557 091)

Total comprehensive (loss)/income for the year, net of tax (8 826 385) 12 262 412 (17 489 149) (22 468 310)

Attributable to:

Owners of the parent (12 776 894) 5 415 659 (17 489 149) (22 468 310)

Non-controlling interest 3 950 509 6 846 753 – –

Total comprehensive (loss)/income (8 826 385) 12 262 412 (17 489 149) (22 468 310)

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOMEFOR THE YEAR ENDED 30 APRIL 2015

PAGE | 23


CONSOLIDATED STATEMENT OF FINANCIAL POSITIONFOR THE YEAR ENDED 30 APRIL 2015

Year ended 30 April

Notes

Group2015Pula

Group2014Pula

Company2015Pula

Company2014Pula

ASSETSNon-current assetsEquipment 11 3 799 492 5 255 221 635 810 734 397

Goodwill 12 448 746 12 806 354 – –

Intangible assets 13 176 128 209 998 – –

Investment in subsidiaries 14 – – 67 733 827 65 962 219

Investment in associates and joint ventures 15 1 890 350 2 470 075 647 724 571 659

Available-for-sale financial assets – long term 16 6 890 069 10 608 807 1 537 673 1 639 049

Accounts receivable – group companies 17 – – 38 956 500 46 959 047

Fixed deposit – Investment 18 538 515 – – –

Deferred tax assets 7 248 041 526 460 – –

13 991 341 31 876 915 109 511 534 115 866 371

Current assetsListed trading securities 19 1 547 551 3 049 006 – –

Trade and other receivables 20 81 710 551 224 742 840 1 129 418 1 395 545

Cash and cash equivalents 21 70 158 197 83 752 412 22 655 401 19 717 353

Tax refundable 22 162 192 801 275 – –

153 578 491 312 345 533 23 784 819 21 112 898

Non-current assets held for sale 8 165 904 403 – – –

TOTAL ASSETS 333 474 235 344 222 448 133 296 353 136 979 269

EQUITY AND LIABILITIESEquityStated capital 23 51 489 161 50 931 011 51 489 161 50 931 011

Non-distributable reserves 11 185 081 8 799 160 9 652 278 9 414 310

Distributable reserves 60 347 051 79 242 797 31 577 20 280 702

Equity attributable to owners of the parent 123 021 293 138 972 968 61 173 016 80 626 023

Non-controlling interest 14 108 153 13 964 932 – –

Total equity 137 129 446 152 937 900 61 173 016 80 626 023

Non-current liabilitiesAccounts payable – group companies 17 – – 66 946 990 53 319 168

Retirement benefit obligation – long term 24 761 541 1 197 019 – –

Deferred tax liabilities 7 1 700 150 2 299 291 – –

2 461 691 3 496 310 66 946 990 53 319 168

Current liabilitiesListed trading securities – sold short 19 – 464 382 – –

Income tax payable 1 131 495 961 667 – –Trade and other payables 25 98 975 977 186 362 189 5 176 347 3 034 078

100 107 472 187 788 238 5 176 347 3 034 078

Liabilities directly associated with non-current assets held for sale 8 93 775 626 – – –

Total liabilities 196 344 789 191 284 548 72 123 337 56 353 246

TOTAL EQUITY AND LIABILITIES 333 474 235 344 222 448 133 296 353 136 979 269

24 | PAGE

Year ended 30 April

Notes

Group2015Pula

Group2014Pula

Company2015Pula

Company2014Pula

Cash flows from operating activities before tax:

(Loss)/profit before tax from continuing operations (18 429 542) 13 962 284 (17 143 478) (21 003 932)

Discontinued operations profit before tax 8 13 922 005 11 113 183 – –

(Loss)/profit before tax (4 507 537) 25 075 467 (17 143 478) (21 003 932)

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

Amortisation 13 72 838 63 769 – –

Depreciation 11 2 476 338 2 244 880 194 617 190 894

Interest received 2 (7 493 889) (6 241 590) (2 944 123) (3 645 240)

Finance costs 6 727 326 1 147 017 3 846 126 3 020 259

Share of profit from associates 15 (770 465) (1 006 112) – –

Impairment losses on investment in associates 15 110 701 232 600 – –

Impairment charges – trade and other receivables 20 2 155 489 2 525 957 – –

Impairment charges – loan to joint venture 562 773 – – –

Impairment charges – goodwill 12 266 118 – – –Profit realised from associate company on acquisition of controlling stake 14 – (11 175) – –

Share-based payment expense – options 4 435 581 1 024 221 68 393 192 556

Foreign exchange differences 671 943 (6 345 134) (177 723) (2 208 789)

(Profit)/loss from sale of investments (25 310) 594 668 (181) (462)Transfer to profit or loss on disposal of available-for-sale financial assets 21 754 (283 981) 108 471

Dividends received (516 128) (406 373) (4 266 807) (4 419 255)

Loss on closure of subsidiary 14 – – – 12 517 000

Loss/(profit) on disposal of equipment 29 717 (38 220) – (27 186)

Loss on disposal of investment in associate 375 000 – – –

Profit from sale of non-controlling interest in subsidiary (31 284) – – –

Operating cash inflows before working capital adjustments: 6 561 265 18 575 994 (20 423 068) (15 383 684)

(Increase)/decrease in listed trading securities (1 502 062) 2 597 111 – –

Decrease/(increase) in trade and other receivables 8 777 288 (92 922 671) 266 127 287 280

Increase in trade and other payables 5 953 885 81 921 529 2 142 266 757 975

Cash generated from/(used in) operations: 19 790 376 10 171 963 (18 014 675) (14 338 429)

Income tax paid 7 (6 957 637) (8 581 309) (148 057) (32 635)

Interest received 7 493 889 6 241 590 2 944 123 3 645 240

Finance costs 6 (727 326) (1 147 017) (3 846 126) (3 020 259)

Net cash flows generated from/(used in) operating activities 19 599 302 6 685 227 (19 064 735) (13 746 083)

CONSOLIDATED STATEMENT OF CASH FLOWSFOR THE YEAR ENDED 30 APRIL 2015

PAGE | 25


Year ended 30 April

Notes

Group2015Pula

Group2014Pula

Company2015Pula

Company2014Pula

Cash flows from investing activities: Dividends received – non-group 2 516 128 406 373 693 613 246 578

Dividends received – associates and subsidiaries 2, 15 565 550 212 182 3 573 194 4 172 677

Acquisition of associates 15 (76 065) (1 031 076) (76 065) (280 517)

Acquisition of non-controlling interest in subsidiary 14 (671 986) – (1 404 419) –

Investment in fixed deposit 18 (538 515) – – –

Purchase of equipment – to maintain operating capacity 11 (1 352 093) (1 426 166) (96 030) (58 626)

Purchase of intangible assets 13 (15 481) (19 976) – –

Proceeds – sale of equipment 75 628 191 397 – 27 186

Loans received from/(granted to) group companies – – 8 002 547 (6 739 698)

Proceeds from disposal of available-for-sale-financial assets 69 854 14 147 424 102 916 –

Disposal/(purchase) of available-for-sale financial assets (1 556 474) (739 334) – (1 378 306)

Net cash flows generated/(used in) from investing activities (2 983 454) 11 740 824 10 795 756 (4 010 706)

Cash flows from financing activities: Proceeds from issue of shares 23 558 150 1 491 545 558 150 –

Loans received from group companies – – 13 627 822 19 823 978

(Decrease)in borrowings – (2 757 301) – –Dividends paid – equity holders of the parent and non-controlling shareholders in subsidiaries (7 365 514) (4 861 580) (2 957 590) –

Net cash flows generated/(used in) financing activities (6 807 364) (6 127 336) 11 228 382 19 823 978

Net increase in cash and cash equivalents 9 808 484 12 298 715 2 959 403 2 067 189 Net foreign exchange differences on cash and cash equivalents held in foreign currency 21 355 1 650 139 (21 355) 1 650 139

Cash and cash equivalents at beginning of year 83 752 412 69 803 558 19 717 353 16 000 025

Cash and cash equivalents at end of year 21 93 582 251 83 752 412 22 655 401 19 717 353

Comprising: Cash and equivalents and short-term investments 70 158 197 83 752 412 22 655 401 19 717 353

Cash component of non-current assets held for resale 23 424 054 – – –

Net cash and cash equivalents 93 582 251 83 752 412 22 655 401 19 717 353

26 | PAGE

GROUP: TOTAL EQUITYAs at 30 April

Notes

Stated capital

Pula

Non-distri-

butable reserves

Pula

Distri-butable

reservesPula

TotalPula

Non- controlling

interestPula

Total equity

Pula

(Note 23) (See below)

Balance – 1 May 2013 50 931 011 12 069 282 66 208 347 129 208 640 8 550 953 137 759 593Profit for the year – – 10 005 339 10 005 339 6 076 088 16 081 427Other comprehensive (loss)/income – (4 361 388) (228 292) (4 589 680) 770 665 (3 819 015)

Total comprehensive (loss)/income – (4 361 388) 9 777 047 5 415 659 6 846 753 12 262 412Sub-total 50 931 011 7 707 894 75 985 394 134 624 299 15 379 706 150 022 005Issue of new shares – ordinary shares (see note below) – – – – 1 379 707 1 379 707Issue of new shares – preference shares – – 1 491 545 1 491 545Share-based payment expense – share options (net) 28 – 1 024 222 – 1 024 222 – 1 024 222Transfer of NDR to retained earnings on realisation of assets – (22 916) 49 440 26 524 (26 524) –Common control – business combination (Mauritius) – – 3 178 966 3 178 966 – 3 178 966Amalgamation reserve (Mauritius) – 89 960 – 89 960 86 433 176 393Acquisition of non-controlling interest in subsidiary – – (651 893) (651 893) 497 645 (154 248)Prior year adjustment to retained earnings – – 680 890 680 890 – 680 890Dividends paid to non-controlling interest – – – – (4 861 580) (4 861 580)Balance – 30 April 2014 50 931 011 8 799 160 79 242 797 138 972 968 13 964 932 152 937 900Balance – 1 May 2014 50 931 011 8 799 160 79 242 797 138 972 968 13 964 932 152 937 900

(Loss)/profit for the year – – (15 252 166) (15 252 166) 3 002 254 (12 249 912)Other comprehensive income – 1 950 340 524 933 2 475 273 948 254 3 423 527

Total comprehensive (loss)/income – 1 950 340 (14 727 233) (12 776 893) 3 950 508 (8 826 385)Sub-total 50 931 011 10 749 500 64 515 564 126 196 075 17 915 440 144 111 515Issue of new shares – ordinary shares (see note 1 below) 558 150 – – 558 150 – 558 150Share-based payment expense – share options (net) 28 – 435 581 – 435 581 – 435 581Acquisition of minority interest in subsidiary company – – (1 210 923) (1 210 923) 538 937 (671 986)Sale of minority interest in subsidiary company – – – – 61 700 61 700Dividends paid (see note 2 below) – – (2 957 590) (2 957 590) – (2 957 590)Dividends paid – non-controlling shareholders – – – – (4 407 924) (4 407 924)

Balance – 30 April 2015 51 489 161 11 185 081 60 347 051 123 021 293 14 108 153 137 129 446Notes:1. Issue of shares:

Issue of new ordinary shares. This represents shares issued under the group share option scheme.

2. Dividend:

The dividend paid relates to the April 2014 financial year. A dividend of 5 thebe per share was declared on 23 July 2014 and paid on 22 September 2014. No dividend was declared in respect of the April 2015 financial year as the group was loss making in that year.

CONSOLIDATED STATEMENT OF CHANGES IN EQUITYFOR THE YEAR ENDED 30 APRIL 2015

PAGE | 27


GROUP: NON-DISTRIBUTABLE RESERVES As at 30 April

Amalga-mation

reservePula

Foreign currency

translation reserve

Pula

Share-based payment reserve

Pula

Available-for-sale financial reserve

Pula

Other reserves

Pula Total

Balance – 1 May 2013 – 5 770 783 7 067 591 1 919 200 (2 688 292) 12 069 282Other comprehensive income/(loss) – (4 631 317) – 269 929 – (4 361 388)Transfer of NDR to retained earnings on realisation of assets – – – – (22 916) (22 916)Share-based payment expense – share options (note 27) – – 1 024 222 – – 1 024 222

Share-based payment expense – employees of subsidiary companies – – 831 666 – – 831 666Share-based payment expense – employees of the company – – 192 556 – – 192 556

Common control – business combination (Mauritius) 89 960 – – – – 89 960

Balance – 30 April 2014 89 960 1 139 466 8 091 813 2 189 129 (2 711 208) 8 799 160

Amalga-mation

reservePula

Foreign currency

translation reserve

Pula

Share-based payment reserve

Pula

Available-for-sale

financial reserve

Pula

Other reserves

Pula Total

Balance – 1 May 2014 89 960 1 139 466 8 091 813 2 189 129 (2 711 208) 8 799 160

Other comprehensive income/(loss) – 602 369 – 1 347 971 – 1 950 340Share-based payment expense –share options (note 27) – – 435 581 – – 435 581

Share-based payment expense –employees ofsubsidiary companies – – – – – –Share-based payment expense – employees of the company – – 435 581 – – 435 581

Balance – 30 April 2015 89 960 1 741 835 8 527 394 3 537 100 (2 711 208) 11 185 081Note:Other reserves comprise:

a reserve in respect of equipment owned by Imara Capital Zimbabwe (Private) Limited, which was established in March 2009 following a period of severe

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

a reserve arising from the acquisition of the non-controlling interest in CF Africa Limited on 1 December 2010. Imara Holdings Limited’s investment in Imara Capital

Zimbabwe (Private) Limited, is held through CF Africa Limited which owns 46.35% of Imara Capital Zimbabwe (Private) Limited.

28 | PAGE

COMPANY: TOTAL EQUITYAs at 30 April

Stated capital

Pula

Non-distributable

reservesPula

Distributable reserves

Pula

Total equity

Pula(Note 23) (See below)

Balance – 1 May 2013 50 931 011 8 947 179 42 191 921 102 070 111Loss for the year – – (21 911 219) (21 911 219)Other comprehensive loss – (557 091) – (557 091)

Total comprehensive loss – (557 091) (21 911 219) (22 468 310)Sub-total 50 931 011 8 390 088 20 280 702 79 601 801

Share-based payment expense – share options (net) – 1 024 222 – 1 024 222

Balance – 30 April 2014 50 931 011 9 414 310 20 280 702 80 626 023

Stated capital

Pula

Non-distributable

reservesPula

Distributable reserves

Pula

Total equity

Pula

Balance – 1 May 2014 50 931 011 9 414 310 20 280 702 80 626 023

Loss for the year – – (17 291 535) (17 291 535)

Other comprehensive loss – (197 614) – (197 614)

Total comprehensive loss – (197 614) (17 291 535) (17 489 149)

Sub-total 50 931 011 9 216 696 (2 989 167) 63 136 874

Issue of new shares 558 150 – – 558 150

Dividend paid – – (2 957 590) (2 957 590)

Share-based payment expense – share options (net) – 435 582 – 435 582

Balance – 30 April 2015 51 489 161 9 652 278 31 577 61 173 016

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (continued)

FOR THE YEAR ENDED 30 APRIL 2015

PAGE | 29


COMPANY: NON-DISTRIBUTABLE RESERVESAs at 30 April

Share- based

payment reserve

Pula

Available-for-salefinancial reserve

Pula

Total non- distributable

reservePula

Balance – 1 May 2013 7 304 944 1 642 235 8 947 179Other comprehensive loss – (557 091) (557 091)

7 304 944 1 085 144 8 390 088Share-based payment expense – share options (net) 1 024 222 – 1 024 222

Share-based payment expense – employees of subsidiary companies 831 666 – 831 666Share-based payment expense – employees of the company 192 556 – 192 556

Balance – 30 April 2014 8 329 166 1 085 144 9 414 310

Share- based

payment reserve

Pula

Available-for-sale

financial reserve

Pula

Total non- distributable

reservePula

Balance – 1 May 2014 8 329 166 1 085 144 9 414 310

Other comprehensive loss – (197 614) (197 614)

8 329 166 887 530 9 216 696

Share-based payment expense – share options (net) 435 582 – 435 582

Share-based payment expense – employees of subsidiary companies – – –

Share-based payment expense – employees of the company 435 582 – 435 582

Balance – 30 April 2015 8 764 748 887 530 9 652 278

30 | PAGE

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Corporate information

The consolidated financial statements of the group for the year ended 30 April 2015 were authorised for issue in accordance with a resolution of the directors on 31 July 2015. The group is a limited liability company incorporated and domiciled in Botswana, whose shares are publicly traded. The registered office is located at:

Union Provident TrustPlot 465, Mathangwane Road, Extension 4Gaborone. Botswana.

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

Basis of preparation

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

The financial statements have been prepared on an historical cost basis except where otherwise stated.

The financial statements are presented in Pula, the currency of Botswana and include both the group and the Company. The financial statements also provide comparative financial information in respect of the previous year. All figures are rounded to the nearest Pula.

Basis of consolidation

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

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

power over the investee by exercising rights that give it the current ability to direct the relevant activities of the investee;

exposure, or rights, to variable returns from its involvement with the investee; and

the ability to use its power over the investee to affect its returns.

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

the contractual arrangements with the other vote holders of the investee;

rights arising from other contractual arrangements; and

the group’s voting rights and potential voting rights.

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

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

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 APRIL 2015

PAGE | 31


1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Basis of consolidation (continued)

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

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

derecognises the assets (including goodwill) and liabilities of the subsidiary;

derecognises the carrying amount of any non-controlling interests;

derecognises the cumulative transactional differences recorded in equity;

recognises the fair value of the consideration received;

recognises the fair value of any investments retained; and

recognises any surplus or deficit in profit or loss.

reclassifies the parents’ share of components previously recognised in Other Comprehensive Income to profit or loss or retained earnings as appropriate, as would be required if the group had directly disposed of the related assets or liabilities.

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

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

Changes in accounting policies

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

Amendments to IAS 32 – Financial instruments

The amendment seeks to clarify certain aspects of the presentation of financial instruments because of the diversity in the application of the requirements on offsetting and focuses on four main areas:

the meaning of ‘currently has a legally enforceable right of set-off’;

the application of simultaneous realisation and settlement;

the offsetting of collateral amounts; and

the unit of account for applying the offsetting requirements.

The company has no instruments that qualify for offsetting and therefore gross amounts of financial assets and financial liabilities have not been impacted.

Investment entities (Amendments to IFRS 10, IFRS 12 and IAS 27)

This amendment amends IFRS 10 – Consolidated Financial Statements, IFRS 12 – Disclosure of Interests in Other Entities and IAS 27 – Separate Financial Statements to:

provide ‘investment entities’ (as defined) an exemption from the consolidation of particular subsidiaries and instead requires that an investment entity measures the investment in each eligible subsidiary at fair value through profit or loss in accordance with IFRS 9 – Financial Instruments or IAS 39 – Financial Instruments: Recognition and Measurement;

require additional disclosure about why the entity is considered an investment entity, details of the entity’s unconsolidated subsidiaries, and the nature of the relationship and certain transactions between the investment entity and its subsidiaries.

require an investment entity to account for its investment in a relevant subsidiary in the same way in its consolidated and separate financial statements (or to only provide separate financial statements if all subsidiaries are unconsolidated).

The group has assessed all its investments and no reclassifications were required. The adoption of the amendments has not resulted in a change in the consolidated group. The significant judgment applied by management in determining if a subsidiary is controlled is disclosed in note 14.

32 | PAGE


Changes in accounting policies (continued)

IFRS 13 – Fair value measurement

This amendment clarifies that the issuing of IFRS 13 and amendments to IFRS 9 and IAS 39 did not remove the ability to measure certain short-term receivables and payables on an undiscounted basis (it amends the basis for conclusions only).

This amendment has no impact on the company in the current period as there were no short term receivables and payables which required discounting.

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

IFRIC Interpretation 21 Levies (IFRIC 21)

IFRIC 21 clarifies that an entity recognises a liability for a levy when the activity that triggers payment, as identified by the relevant legislation, occurs. For a levy that is triggered upon reaching a minimum threshold, the interpretation clarifies that no liability should be anticipated before the specified minimum threshold is reached.

This interpretation has not impacted the current or comparative periods since the group and company have always applied the accruals concept in accounting for levies.

Amendments to IAS 36 Impairment

This amendment reduces the circumstances in which the recoverable amount of assets or cash-generating units are required to be disclosed, clarifies the disclosures required, and introduces an explicit requirement to disclose the discount rate used in determining impairment (or reversals) where the recoverable amount (based on fair value less costs of disposal) is determined using a present value technique.

The amendment has no impact in the current period since there has been no objective evidence of impairment.

Novation of Derivatives and Continuation of Hedge Accounting (Amendments to IAS 39)

This standard amends IAS 39 – Financial Instruments: Recognition and Measurement to make it clear that there is no need to discontinue hedge accounting if a hedging derivative is novated, provided certain criteria are met.

A novation indicates an event where the original parties to a derivative agree that one or more clearing counterparties replace their original counterparty to become the new counterparty to each of the parties. In order to apply the amendments and continue hedge accounting, novation to a central counterparty (CCP) must happen as a consequence of laws or regulations or the introduction of laws or regulations.

This amendment has no effect on the company’s financials for the current and comparative periods as no novation of derivative instruments has occurred.

Standards issued but not yet effective

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

Clarification of Acceptable Methods of Depreciation and Amortisation (Amendments to IAS 16 and IAS 38)

This amends IAS 16 Property, Plant and Equipment and IAS 38 Intangible Assets to:

clarify that a depreciation method that is based on revenue that is generated by an activity that includes the use of an asset, is not appropriate for property, plant and equipment;

introduces a rebuttable presumption that an amortisation method that is based on the revenue generated by an activity that includes the use of an intangible asset is inappropriate, which can only be overcome in limited circumstances where the intangible asset is expressed as a measure of revenue, or when it can be demonstrated that revenue and the consumption of the economic benefits of the intangible asset are highly correlated; and

adds guidance that expected future reductions in the selling price of an item that was produced using an asset could indicate the expectation of technological or commercial obsolescence of the asset, which, in turn, might reflect a reduction of the future economic benefits embodied in the asset.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)


PAGE | 33




Clarification of Acceptable Methods of Depreciation and Amortisation (Amendments to IAS 16 and IAS 38) (continued)

The group and company does not use revenue as a basis for allocating the depreciation or amortisation of its property, plant and equipment as well as intangible assets and therefore this amendment will have no impact on the future financial performance or position of the group or company. The effective date of the amendments to IAS 16 and IAS 38 is 1 January 2016.

Amendments to IAS 19 Employee benefits

The amendment to IAS 19 – Employee Benefits clarifies the requirements that relate to how contributions from employees or third parties that are linked to service should be attributed to periods of service. In addition, it permits a practical expedient if the amount of the contributions is independent of the number of years of service, in that contributions, can, but are not required, to be recognised as a reduction in the service cost in the period in which the related service is rendered.

The group participates in defined benefit schemes in Mauritius and Botswana. An actuarial valuation was performed for the defined benefit plan in Mauritius and the results are disclosed in note 24. No actuarial valuation has been performed in respect of Botswana, due to the non-complexity of the obligations, which are regulated by law.

This amendment is unlikely to have an impact on the future financial performance or position of the group or company as it is not anticipated that there will be a change in how contributions from employees for past service will be attributable to periods of service. The effective date of the amendments to IAS 19 is 1 July 2014.

IFRS 9 Financial instruments: Classification and measurement

The first phase of IFRS 9, which addressed classification and measurement of financial assets was published in November 2009, and was subsequently amended in October 2010 and November 2013, to include classification and measurement requirements of financial liabilities and hedge accounting requirements.

Classification and measurement of financial assets

All financial assets are measured at fair value on initial recognition, adjusted for transaction costs if the instrument is not accounted for at fair value through profit or loss (FVTPL). Debt instruments are subsequently measured at FVTPL, amortised cost or fair value through other comprehensive income (FVOCI), on the basis of their contractual cash flows and the business model under which the debt instruments are held. There is a fair value option (FVO) that allows financial assets on initial recognition to be designated as FVTPL if that eliminates or significantly reduces an accounting mismatch.

Equity instruments are generally measured at FVTPL. However, entities have an irrevocable option on an instrument-by-instrument basis to present changes in the fair value of non-trading instruments in other comprehensive income (OCI) (without subsequent reclassification to profit or loss).

Classification and measurement of financial liabilities

For financial liabilities designated as FVTPL using the FVO, the amount of change in the fair value of such financial liabilities that is attributable to changes in credit risk must be presented in OCI. The remainder of the change in fair value is presented in profit or loss, unless presentation of the fair value change in respect of the liability’s credit risk in OCI would create or enlarge an accounting mismatch in profit or loss. All other IAS 39 Financial Instruments: Recognition and Measurement classification and measurement requirements for financial liabilities have been carried forward into IFRS 9, including the embedded derivative separation rules and the criteria for using the FVO.

Impairment

In terms of the standard, the impairment requirements are based on an expected credit loss (ECL) model that replaces the IAS 39 incurred loss model.

The ECL model applies to; debt instruments accounted for at amortised cost or at FVOCI; most loan commitments; financial guarantee contracts; contract assets under IFRS 15; and lease receivables under IAS 17 Leases. Entities are generally required to recognise either 12 months or lifetime ECL, depending on whether there has been a significant increase in credit risk since initial recognition (or when the commitment or guarantee was entered into). For some trade receivables, the simplified approach may be applied whereby the lifetime expected credit losses are always recognised.

34 | PAGE



Hedge accounting

This standard determines that hedge effectiveness testing is prospective, without the 80% to 125% bright-line test detailed in IAS 39, and, depending on the hedge complexity, can be qualitative.

A risk component of a financial or non-financial instrument may be designated as the hedged item if the risk component is separately identifiable and reliably measureable. The time value of an option, any forward element of a forward contract and any foreign currency basis spread, can be excluded from the designation as the hedging instrument and accounted for as the cost of hedging. More designations of groups of items as the hedged item are possible under the standard, including layer designations and some net positions.

This new standard is expected to impact on the classification of financial assets and financial liabilities. The group will quantify the effect when the standard becomes effective on or after 1 January 2018. The new impairment model is expected to impact the values of certain financial assets. The group and company does apply hedge accounting in its derivatives business and the new standard will be adopted once it becomes effective.

Accounting for Acquisitions of Interests in Joint Operations (Amendments to IFRS 11)

The amendments to IFRS 11 – Joint Arrangements require an acquirer of an interest in a joint operation in which the activity constitutes a business (as defined in IFRS 3 Business Combinations) to:

apply all of the business combinations accounting principles in IFRS 3 and other IFRSs, except for those principles that conflict with the guidance in IFRS 11; and

disclose the information required by IFRS 3 and other IFRSs for business combinations.

The amendments apply both to the initial acquisition of an interest in joint operation, and the acquisition of an additional interest in a joint operation (in the latter case, previously held interests are not re-measured).

The amended standard is effective for annual periods beginning on or after 1 January 2016.

The group and company currently have no joint arrangements that are determined to be joint operations and therefore this amendment will have no impact on the financial statements of the group in future periods.

The amendments to IFRS 11 – Joint Arrangements require an acquirer of an interest in a joint operation in which the activity constitutes a business (as defined in IFRS 3 Business Combinations) to:

apply all of the business combinations accounting principles in IFRS 3 and other IFRSs, except for those principles that conflict with the guidance in IFRS 11; and

disclose the information required by IFRS 3 and other IFRSs for business combinations.

The amendments apply both to the initial acquisition of an interest in joint operation, and the acquisition of an additional interest in a joint operation (in the latter case, previously held interests are not re-measured).

The amended standard is effective for annual periods beginning on or after 1 January 2016.

The group and company currently have no joint arrangements that are determined to be joint operations and therefore this amendment will have no impact on the financial statements of the group in future periods.

IFRS 15 – Revenue from contracts with customers

IFRS 15 replaces all existing revenue requirements in IFRS (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) and applies to all revenue arising from contracts with customers. It also provides a model for the recognition and measurement of disposal of certain non-financial assets including property, equipment and intangible assets.

The standard outlines the principles an entity must apply to measure and recognise revenue. The core principle is that an entity will recognise revenue at an amount that reflects the consideration to which the entity expects to be entitled in exchange for transferring goods or services to a customer.



PAGE | 35




IFRS 15 – Revenue from contracts with customers (continued)

The principles in IFRS 15 will be applied using a five-step model:

1. Identify the contract(s) with a customer

2. Identify the performance obligations in the contract

3. Determine the transaction price

4. Allocate the transaction price to the performance obligations in the contract

5. Recognise revenue when (or as) the entity satisfies a performance obligation

The standard requires entities to exercise judgement, taking into consideration all of the relevant facts and circumstances when applying each step of the model to contracts with their customers.

The standard also specifies how to account for the incremental costs of obtaining a contract and the costs directly related to fulfilling a contract.

The new standard is effective for annual periods beginning on or after 1 January 2018.

The group and company will quantify the effect of IFRS 15 on its revenue measurement which is not expected to be material.

IFRS 10 and IAS 28 sale or contribution of assets between an investor and its associate or joint venture – Amendments to IFRS 10 and IAS 28

The amendments address the conflict between IFRS 10 and IAS 28 in dealing with the loss of control of a subsidiary that is sold or contributed to an associate or joint venture.

The amendments clarify that the gain or loss resulting from the sale or contribution of assets that constitute a business, as defined in IFRS 3 Business Combinations, between an investor and its associate or joint venture, is recognised in full. Any gain or loss resulting from the sale or contribution of assets that do not constitute a business, however, is recognised only to the extent of unrelated investors’ interests in the associate or joint venture.

The amendment is effective for annual periods beginning on or after 1st January 2016.

The amendment is not expected to impact on the financial statements of the group in future periods.

IAS 27 – Separate financial statements – Amendments to IAS 27

The amended IAS 27 allows an entity to use the equity method to account for its investments in subsidiaries, joint ventures and associates in its separate financial statements. Consequently, an entity is permitted to account for these investments either:

at cost; or

in accordance with IFRS 9 (IAS 39); or

using the equity method.

This is an accounting policy choice for each category of investment. The amendments also clarify that when the parent entity ceases to be an investment entity, it should account for the investment in a subsidiary either at cost, using the equity method or in accordance with IFRS 9.

The effect of this change will be recognised at the date the entity changes its status and the fair value of the subsidiary at that date will be the deemed consideration for the purposes of accounting for that investment.

The amendment is effective for annual periods beginning on or after 1 January 2016.

The group currently accounts for investments in associates using the equity method of accounting. In the separate financial statements for the company, the investment in associates is accounted for at cost less impairment charges, and as more fully described in the accounting policy note relating to “Investment in associates”.

The group currently accounts for investments in subsidiaries at cost less impairment charges.

This amendment is not expected to have a material impact on the financial statements of the company or the group as the company and group are not considering a change to its current accounting policies.

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IFRS 10, IFRS 12 and IAS 28 Investment entities: Applying the consolidation exception – Amendments to IFRS 10, IFRS 12 and IAS 28

The amendments address issues that have arisen in applying the investment entities exception under IFRS 10. The amendments to IFRS 10 clarify that the exemption (in IFRS 10.4) from presenting consolidated financial statements applies to a parent entity that is a subsidiary of an investment entity, when the investment entity measures all of its subsidiaries at fair value.

Furthermore, the amendments to IFRS 10 clarify that only a subsidiary of an investment entity that is not an investment entity itself and that provides support services to the investment entity is consolidated. All other subsidiaries of an investment entity are measured at fair value. The amendments to IAS 28 allow the investor, when applying the equity method, to retain the fair value measurement applied by the investment entity associate or joint venture to its interests in subsidiaries.

The effective date of the amendment is 1 January 2016.

IAS 1 Disclosure initiative – Amendments to IAS 1

The amendments to IAS 1 Presentation of Financial Statements clarifies rather than significantly changes, existing IAS 1 requirements.

The amendments clarify:

the materiality requirements in IAS 1;

that specific line items in the statement(s) of profit or loss and OCI and the statement of financial position may be disaggregated;

that entities have flexibility as to the order in which they present the notes to financial statements; and

that the share of OCI of associates and joint ventures accounted for using the equity method must be presented in aggregate as a single line item, and classified between those items that will or will not be subsequently reclassified to profit or loss.

Furthermore, the amendments clarify the requirements that apply when additional sub-totals are presented in the statement of financial position and the statement(s) of profit or loss and other comprehensive income.

The amendment are effective for annual periods beginning on or after 1 January 2016.

The amendments to this standard are expected to have an impact on the presentation and disclosures of the group or company in future periods.

Improvements to International Financial Reporting Standards: 2010 – 2012 Cycle

In the 2010 – 2012 annual improvements cycle, the IASB issued six amendments to seven standards, summaries of which are provided below.

The amendments are applicable to annual periods beginning on or after 1 July 2014. Earlier application is permitted and must be disclosed. The amendments are applied retrospectively, in accordance with the requirements of IAS 8 for changes in accounting policy.

IFRS 2 – Share-based payment

Amends the definitions of ‘vesting condition’ and ‘market condition’ and adds definitions for ‘performance condition’ and ‘service condition’.

This amendment is not expected to have an impact on the company and group because performance conditions relating to share-based payments are not linked to service conditions.

IFRS 3 – Business combinations

The amendment requires a contingent consideration that is classified as an asset or a liability to be measured at fair value through profit or loss whether or not they fall within the scope of IFRS 9 (or IAS 39, as applicable) at each reporting date.

This amendment will impact future accounting periods if the company or group engages in such transactions.



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Improvements to International Financial Reporting Standards: 2010 – 2012 Cycle (continued)

IFRS 8 – Operating segments

Aggregation of operating segments

The amendment clarifies that an entity must disclose the judgements made by management in applying the aggregation criteria in IFRS 8.12, including a brief description of operating segments that have been aggregated and the economic characteristics (e.g. sales and gross margins) used to assess whether the segments are similar.

The group does not have any operating segments that are aggregated. Therefore the amendment is not expected to impact the financial statements.

Reconciliation of the total of the reportable segments’ assets to the entity’s assets

The amendment clarifies that the reconciliation of segment assets to total assets is required to be disclosed only if the reconciliation is reported to the chief operating decision maker, similar to the required disclosure for segment liabilities.

The group does not report the reconciliation of segment assets to total assets to management. The amendment is therefore not applicable to the entity.

IAS 16 – Property, plant and equipment and IAS 38 – Intangible assets

The amendment clarifies that that the revaluation can be performed, as follows:

adjust the gross carrying amount of the asset to market value; or

determine the market value of the carrying amount and adjust the gross carrying amount proportionately so that the resulting carrying amount equals the market value; and

it also clarifies that accumulated depreciation/amortisation is the difference between the gross and carrying amount of the assets.

This amendment will not impact future periods as the company and group do not apply revaluation models on PPE and intangible assets.

IAS 24 – Related party disclosures

The amendment clarifies that a management entity – an entity that provides key management personnel services – is a related party subject to the related party disclosures. In addition, an entity that uses a management entity is required to disclose the expenses incurred for management services.

This amendment will not impact future periods as the company and group does not use management entities as defined above.


In the 2011 – 2013 annual improvements cycle, the IASB issued four amendments to four standards, summaries of which are provided below.

The amendments are effective for annual periods beginning on or after 1 July 2014, but can be applied earlier.

IFRS 3 – Business combinations

The amendment clarifies that IFRS 3 excludes from its scope the accounting for the formation of a joint arrangement in the financial statements of the joint arrangement itself.

The amendments will not impact the company as it is not a joint arrangement.

IAS 40 – Investment property improvements to international

The amendment clarifies that determining whether a specific transaction meets the definition of both a business combination as defined in IFRS 3 Business Combinations and investment property as defined in IAS 40 Investment Property requires the separate application of both standards independently of each other.

This amendment will have no impact on the company or group as neither entity have investment properties.

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In the 2012 – 2014 annual improvements cycle, the IASB issued five amendments to four standards, summaries of which are provided below.

The amendments are effective for annual periods beginning on or after 1 January 2016, but can be applied earlier.

IFRS 5 – Non-current assets held for sale and discontinued operations

Changes in methods of disposal

Assets (or disposal groups) are generally disposed of either through sale or distribution to owners. The amendment clarifies that changing from one of these disposal methods to the other would not be considered a new plan of disposal, rather it is a continuation of the original plan. There is, therefore, no interruption of the application of the requirements in IFRS 5.

This amendment will have no impact in future periods.

IFRS 7 – Financial instruments: Disclosures

Servicing contracts

The amendment clarifies that a servicing contract that includes a fee can constitute continuing involvement in a financial asset. An entity must assess the nature of the fee and the arrangement against the guidance for continuing involvement in IFRS 7.B30 and IFRS 7.42C in order to assess whether the disclosures are required.

The assessment of which servicing contracts constitute continuing involvement must be done retrospectively. However, the required disclosures would not need to be provided for any period beginning before the annual period in which the entity first applies the amendments.

IAS 19 – Employee benefits

Discount rate: regional market issue

The amendment clarifies that market depth of high quality corporate bonds is assessed based on the currency in which the obligation is denominated, rather than the country where the obligation is located. When there is no deep market for high quality corporate bonds in that currency, government bond rates must be used.

The group does have defined benefit plans in certain subsidiary companies. The company will assess in future period the potential impact which the amendment may have on the group.

Cost of services sold

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

Current vs non-current classifications

The group presents assets and liabilities in the Statement of Financial Position based on current/non-current classification.

An asset is classified as current when it is:

expected to be realised or intended to sold or consumed in its normal operating cycle;

held primarily for the purpose of trading;

expected to be realised within twelve months after the reporting period; or

cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.

All other assets are classified as non-current.

A liability is classified as current when:

it is expected to be settled in its normal operating cycle;

it is held primarily for the purpose of trading;



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SHAREHOLDER INFORMATION


Current vs non-current classifications (continued)

it is due to be settled within twelve months after the reporting period; or

there is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period.

The group classifies all other liabilities as non-current.

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

Dividends

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

A corresponding amount is recognised directly in equity.

Equipment

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

Subsequent additions are stated at cost less accumulated depreciation.

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

Electronic library 10%

Motor vehicles 20%

Office equipment 10% to 33.33%

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

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

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

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

Equity reserves

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

available-for-sale reserve, which comprises changes in fair value of available-for-sale investments;

foreign currency translation reserve, which is used to record exchange differences arising from the translation of the net investment in foreign operations;

share-based payment reserve, which comprises the cost of equity settled transactions arising from group’s share option scheme;

amalgamation reserve, which comprises a reserve arising from an amalgamation of companies under common control which took place in 2014;

other reserves which comprise:

i. a reserve in respect of equipment owned by a subsidiary company in Zimbabwe which was established in 2009 following a period of hyper-inflation and the subsequent adoption of the USD as the reporting currency; and

ii. a reserve arising from the acquisition of a non-controlling interest in a subsidiary company in December 2010.

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Fair Value Measurement – IFRS 13

The group measures financial instruments, such as, derivatives at fair value at each reporting date. Also, fair values of financial instruments measured at amortised cost are disclosed in the related note.

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

in the principal market for the asset or liability; or

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

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

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

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

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

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

Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities;

Level 2 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable;

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

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

External valuers are involved for valuations of significant assets, such as available-for-sale financial assets, and in determining the gross fair value of options granted under the group’s share option scheme and the proportion to be recognised in profit or loss over the vesting period.

Selection criteria include market knowledge, reputation, independence and whether professional standards are maintained.

For the purpose of fair value disclosures, the group has determined classes of assets and liabilities on the basis of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained above.

Fiduciary activities

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

Financial instruments

Financial assets

Initial recognition

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



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Financial instruments (continued)

Financial assets (continued)

Initial recognition (continued)

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

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

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

Subsequent measurement

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

Financial assets at fair value through profit or loss

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

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

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

Loans and other receivables

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

Available-for-sale financial assets

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

Listed trading securities

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

Unlisted securities

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

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Financial assets (continued)

Subsequent measurement (continued)

Trade receivables

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

Cash and cash equivalents

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

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

Financial liabilities

Initial recognition

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

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

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

Subsequent measurement

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

Financial liabilities at fair value through profit or loss

Financial liabilities at fair value through profit or loss include financial liabilities held for trading, financial liabilities designated upon initial recognition as at fair value through profit or loss.

Financial liabilities are classified as held for trading if they are acquired for the purpose of selling in the near term. This category includes derivative financial instruments entered into by the group that do not meet the hedge accounting criteria as defined by IAS 39.

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

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

Loans and borrowings

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

Trade payables

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



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Financial liabilities (continued)

Subsequent measurement (continued)

Offsetting of financial instruments

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

Amortised cost of financial instruments

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

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

Impairment of financial assets

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

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

Financial assets carried at amortised cost

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

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

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

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

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

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Available-for-sale financial investment

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

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

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

Derecognition of financial instrument

Financial assets

A financial asset (or where applicable a part of a financial asset or part of a group of similar financial assets) is derecognised when: the rights to receive cash flows from the asset have expired; or

the group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a ‘pass-through’ arrangement; and either

a. the group has transferred substantially all the risks and rewards of the asset, or

b. the group has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

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

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

Financial liabilities

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires.

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



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Derecognition of financial instrument (continued)

Impairment of non-financial assets

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

Impairment losses are recognised in profit or loss in those expense categories consistent with the function of the impaired asset.

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

Goodwill

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

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

Intangible assets

Intangible assets with finite useful lives are tested for impairment when there is an indication that an impairment might have occurred. Intangible assets comprise a client data base and administration software system.

Leases

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

Group as lessee

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

Group as lessor

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

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Foreign currency translation

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

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

The assets and liabilities of overseas subsidiaries are translated into Pula, at the rate of exchange ruling at the reporting date. The statements of profit or loss and other comprehensive income of overseas subsidiaries are translated at weighted average exchange rates for the year. The exchange differences arising on the retranslation for consolidation are recognised in Other Comprehensive Income (OCI). On disposal of a foreign entity, the component of OCI relating to that particular foreign entity is recognised in profit or loss.

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

Goodwill and business combinations

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

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

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

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

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

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

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

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



PAGE | 47



Income taxes

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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48 | PAGE


Intangible assets

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

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

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

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

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

Administration software system – 3 years;

Client date base – 5 years;

Investment in associates

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

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

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

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

At the reporting date the group had four associate companies, one of which is domiciled in Malawi, one in South Africa and the other two in Zambia. At the previous 2014 reporting date there were five associate companies. During the year the shareholding in Oryx Finance Limited reduced from 27% to 12.15% and consequently the investment in associate was re-classified to available-for-sale financial assets. The year-end date of the Malawian associate company, Stockbrokers Malawi Limited (SML) is 31 December. This differs from the 30 April reporting date of the holding company. The controlling shareholders of SML is unwilling to change their year end date to make it coterminous with the rest of the Imara group. Adjustments are made for the effects of any significant transactions or events that occur between the reporting date of the associate and that of the group. The accounting policies of associates conform to those used by the group for like transactions and events in similar circumstances. The reporting date for the other associate companies is 30 April. Details of associate companies are recorded in note 15.

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



PAGE | 49



Pensions and other post-employment benefits

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

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

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

Expenses are recognised in profit or loss as incurred. Actuarial gains and losses, are recognised in Other Comprehensive Income as incurred.

Provisions

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

Revenue recognition

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

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

Asset management investment and advisory fees

Revenue is recognised when the related services have been performed.

Asset management performance fees

Revenue is recognised when the related services have been performed and performance fee criteria measured.

Brokerage

Brokerage revenue, commissions, handling fees and sponsor broker fees are recognised upon performance of services.

Commission

Commissions are recognised as revenue when the related services have been performed.

Corporate finance mandate and retainer fees

Revenue is recognised when the related services have been performed except for those fees relating to transactions where fees are contingent. In such cases fees are only recognised upon the fulfilment of the contingent event.

Dividends

Revenue is recognised when the shareholders’ right to receive the payment is established.

Fee income

Fee income is recognised as revenue when the related services have been performed.

Contracts for Difference (CFDs) and Futures Trading

Revenue comprises securities trading profits and fees, which are earned for facilitating the acquisition of single stock futures or CFDs by clients. Revenue is recognised when the service is provided.

PAGE | 49


50 | PAGE


Revenue recognition (continued)

Interest

Interest revenue is recognised using the effective interest rate method.

Management fees – Group

Revenue is recognised on an accrual basis in respect of intra-group services rendered.

Securities trading

Revenue is recognised based on changes in the fair value of the listed securities traded, net of charges. Realised gains or losses are recognised when the transaction is settled. Unrealised gains and losses are recognised at the end of each monthly reporting period.

Trust fees

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

Share-based payment transactions

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

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

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

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

The dilutive effect of outstanding options is reflected as additional share dilution in the computation of earnings per share (note 9).

Stated capital

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

Significant accounting judgements, estimates and assumptions

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



PAGE | 51



Judgements

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

Classification of leases

The determination of whether an arrangement is a lease is based on the substance of the arrangement at the inception date. The group has entered into lease agreements over commercial property in Botswana, Mauritius, South Africa and Zimbabwe. Based on a review of the specific lease agreements, management have determined that all of the lease arrangements are operating leases. Specific details relating to the group as Lessor are detailed in note 27.

Consolidation of subsidiaries

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

Impairment of available-for-sale financial assets

The group recognises impairment charges on available-for-sale-financial assets when there has been a significant or prolonged decline in fair value below their cost. The determination of what is significant or prolonged requires judgement. In making these judgements, the group evaluates, among other factors, prevailing macro-economic conditions, key market indices on regional stock exchanges, historical share price movements and the anticipated duration of current economic trends. Specific details relating to the major indices used are detailed in note 16.

Estimates and assumptions

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

Share-based payments

The group measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. Estimating fair value for share-based payments transactions requires determination of the most appropriate valuation model, which is dependent on the terms and conditions of the grant. This estimate also requires determination of the most appropriate inputs to the valuation model including forfeiture rates, volatility and dividend yield and making assumptions about them. The assumptions and methodology used for estimating fair value for share-based payments transactions are more fully disclosed in note 28.

Impairment of non-financial assets

Impairment exists when the carrying value of an asset or cash generating unit (CGU) exceeds its recoverable amount, which is the higher of its fair value less costs of disposal and its value in use. In determining the fair value less costs of disposal, recent market transactions, conducted at on an arm’s length basis, are taken into account. If no such transactions can be identified then other factors such as observable market prices less incremental costs for disposal of the asset, past performance, management expectations and recent market developments are taken into account. The value in use calculation is based on a discounted cash flow (DCF) of the projected cash flows contained in financial budgets which have been approved by management. A pre-tax group specified risk adjusted rate, which varies on a country by country basis, is applied. The projected cash flows beyond five years are extrapolated using a country specific steady average growth rate which does not exceed the long-term growth rate for the market in which the business operates. The key assumptions used to determine the recoverable amount for the different CGUs are disclosed in note 13.

PAGE | 51


52 | PAGE


Estimates and assumptions (continued)

Intangible assets

Intangible assets are carried at cost less accumulated amortisation and accumulated impairment charges, if any. The useful lives of intangible assets are classified as either finite or indefinite and this determines the basis of amortisation. The intangible assets owned by the group have all been classified by management as having finite lives with periods ranging from three to five years. The determination of the life period of the intangible asset are based on estimations and assumptions and are made by reference to the type of asset, its purpose, usage and prevailing market conditions. Details of the finite lives of intangible assets are disclosed in note 13.

Useful life of equipment

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

Pensions and other post-employment benefits

In terms of the Mauritius Employment Rights Act, Mauritian employees are entitled to a gratuity on retirement equivalent to half a month’s salary at the date of retirement, multiplied by the number of years in service. Certain assumptions have been made in order to compute the liability for the service gratuity. These include the discount rate to be applied in order to determine the present value of the future liability and the average annual salary increment that will be awarded to employees who remain in service until the retirement age. In both instances, management have set these rates based on market conditions and inflation rates prevailing in Mauritius and on likely staff salary levels based on long-term budgets and strategic plans. Details of the discount rate and assumed salary increments are detailed in note 24.

Taxes

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

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

The group has tax losses carried forward of P70 313 584 These losses relate primarily to subsidiaries that have a history of losses and may not be used to offset taxable income elsewhere in the group. In such instances the group has determined that it cannot recognise deferred tax assets on the losses carried forward. However, where tax losses carried forward can be used to offset future taxable income this is done and a deferred tax asset is recognised.

Further details of taxes are disclosed in note 7.

Unlisted securities

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



PAGE | 53


Notes

Group2015Pula

Group2014Pula

Company2015Pula

Company2014Pula

2. REVENUEAsset management fees: 58 514 913 58 314 905 – –

Management fees 52 400 869 49 360 007 – –

Performance fees 3 555 970 6 676 334 – –

Linked investment fees 2 558 074 2 278 564 – –

Brokerage 24 780 898 34 338 782 – –

Commissions 610 482 549 588 – –

Corporate finance fees 18 393 370 12 497 527 – –

Dividends received: 173 558 14 873 4 266 807 4 419 255

From unlisted investments: Group 17 – – 4 138 744 4 172 677

Non-group 173 558 14 873 128 063 246 578

Fee income 165 000 186 360 – 301 197

Fiduciary fees 921 476 – – –

Interest income: 1 500 317 1 453 988 2 944 123 3 645 240

Group – – 2 935 764 3 630 136

Non-group 1 500 317 1 453 988 8 359 15 104

Management fee income – Group 17 – – 5 539 885 4 521 992

Securities trading (fair value losses or gains) 492 758 448 794 – –

Trust business: 15 666 876 18 209 600 – –

Annual domicilium fees 7 993 255 7 768 054 – –

Management and administration fees 5 967 322 8 332 966 – –

Other trust fees 1 706 299 2 108 580 – –

121 219 648 126 014 417 12 750 815 12 887 684

3. OTHER OPERATING INCOMEBad debt recoveries – 1 124 408 – –

Exchange gains 518 816 4 520 061 – 1 650 139

Debt forgiveness – other – 44 110 – –Transfer to profit and loss on disposal of available-for-sale financial assets (21 754) 283 981 (108) (471)

Fee recoveries 2 362 703 1 896 806 – 83 365

Operating lease income – 372 913 – –

Profit on disposal of equipment 6 908 44 834 – 27 186

Profit/(loss) on disposal of investments 56 667 – 73 –

Sub delegation management fees 1 468 179 – – –

Reversal of impairment provisions 1 019 092 – –

Cost awards – arbitration process 258 378 6 724 257 – –

Rebates 455 418 –

Sundry income 1 200 993 78 270 20 214 15 882

7 325 400 15 089 640 20 179 1 776 101

Year ended 30 April

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54 | PAGE

Notes

Group2015Pula

Group2014Pula

Company2015Pula

Company2014Pula

4. OPERATING EXPENSES Included in operating expenses are:

Auditor’s remuneration 2 715 375 2 999 916 779 430 656 655

Current year 2 715 375 2 999 916 779 430 651 140

Prior year under provision – – – 5 515

Amortisation 13 72 838 – – –

Depreciation 11 1 986 240 1 863 320 194 617 190 894

Directors remuneration 38 690 984 34 460 229 8 529 037 8 032 528

Directors’ remuneration – executive – parent company 17 6 584 487 6 383 580 6 584 487 6 383 580

Directors’ remuneration – executive –subsidiaries 17 28 072 598 24 196 593 – –

Directors’ remuneration – Non-executive 17 4 033 899 3 880 056 1 944 550 1 648 948

Employment costs 41 437 767 33 859 617 4 320 482 2 237 551

Impairment charges – trade and other receivables 20 2 291 902 2 525 957 – –

Impairment charges – related party 426 659 – – –

Information technology expenses 2 649 119 1 972 375 189 757 229 683

Insurance and licences 1 564 589 2 126 418 863 938 856 953

Marketing expenses 1 543 356 1 682 306 1 543 356 1 682 306

Office rent and utility costs 8 307 256 8 006 657 338 488 356 675

Operating lease expense – 24 746 – –

Professional fees – other 1 618 587 4 622 527 1 096 077 468 114

Professional fees – ISPR disposal 1 623 524 – – –

Loss on disposal of equipment 49 024 6 614 – –

(Profit)/loss on disposal of investments (47 064) – (181) (462)

Share-based payment expense 28 435 581 771 933 68 393 192 556

Stock exchange fees 66 241 – 62 000 85 806

Travel 3 247 001 2 892 844 915 173 780 016

108 678 979 97 815 469 18 900 567 28 304 755

Directors’ remuneration

The directors’ remuneration disclosed in the note above excludes performance bonuses in respect of the 2014 financial year which were paid in 2015. Such amounts have been charged against prior year provisions for performance bonuses and consequently are excluded from the profit or loss charge for the current year.

Employment costs

Employment costs, include retrenchment and severance costs amounting to P3 647 951, of which P1 094 315 relates to Imara Capital Zimbabwe and P2 553 636, to Imara Holdings Limited.

Year ended 30 April



PAGE | 55


Notes

Group2015Pula

Group2014Pula

Company2015Pula

Company2014Pula

5. COST OF SERVICES SOLD Commission payable 2 987 191 3 634 554 – –

Directly attributable: Employment costs 2 361 181 2 983 823 – –

5 348 372 6 618 377 – –

6. FINANCE COSTSInterest expense – group 17 – – 3 846 126 3 015 697

Interest expense – banks (see note below) 7 357 – – 4 562

Related parties 17 7 357 – 3 846 126 3 020 259

Group2015Pula

Group2014Pula

7. INCOME TAX – GROUP Current income taxCurrent income tax charge 4 152 941 6 731 628

Adjustment in respect of (over)/under provision of income tax in previous year (11 335) (258)

Corporate social responsibility 136 719 74 530

Withholding tax 529 700 1 550 069

4 808 025 8 355 969

Deferred income taxRelating to origination and reversal of temporary differences 194 775 (311 445)

Utilisation of previously unrecognised tax losses – 121 282

Adjustments in respect of deferred tax in previous years – 828 234

194 775 638 071

Income tax reported in the Income Statement 5 002 800 8 994 040

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

Accounting profit before tax at Botswana IFSC income tax rate of 15% (2 764 431) 3 292 756

Adjusted for:Effect of higher domestic rate in Botswana 261 271 301 365

Effect of losses in South Africa (172 633) 922 112

Effect of higher rate in United Kingdom 93 831 5 713

Effect of higher rate in Zimbabwe 162 370 828 492

Effect of lower rate in British Virgin Islands (871 895) (1 663 155)

Non-deductible expenses/non-taxable income** 5 314 391 259 405

Corporate social responsibility 136 719 74 530

Withholding tax 529 700 529 340

Capital gains tax (2 367) 126 954

Year ended 30 April

Year ended 30 April

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56 | PAGE

Group2015Pula

Group2014Pula

7. INCOME TAX – GROUP (continued)Adjustment in respect of (over)/under provision of income tax in previous year (11 335) (258)

Adjustment in respect of deferred tax in the previous year 123 028 (46 106)

Utilisation of previously unrecognised tax losses (subsidiaries) (958 035) (2 115 199)

1 840 614 2 515 949

Deferred tax asset credit not recognised due to uncertainty of future taxable income 3 162 186 6 478 091

At effective tax rate (see reconciliation below) 5 002 800 8 994 040

Notes:* The unrecognised deferred tax assets relate to tax losses arising from Imara Holdings Limited, Imara Botswana Limited, Imara Capital Botswana (Proprietary)

Limited and Imara Capital South Africa Proprietary Limited. Deferred tax assets have not been recognised as it is not probable that there will be future taxable profits against which the deferred tax asset can be utilised.

** Non-deductible expenses are P6 275 573 (2014: P1 939 523) and Non-taxable income is P961 182 (2014: 1 680 118).

Group2015

%

Group2014

%

Current income taxReconciliation of income tax rateStandard Botswana International Financial Services Centre (IFSC) tax rate (15) 15

Adjusted for: Effect of higher domestic rate in Botswana 1 1

Effect of losses in South Africa (1) 4

Effect of higher rate in United Kingdom 1 –

Effect of higher rate in Zimbabwe 1 4

Effect of lower rate in British Virgin Islands (5) (8)

Non-deductible expenses/non-taxable income 29 1

Corporate social responsibility 1 –

Withholding tax 3 2

Capital gains tax, taxed at lower rate – 1

Utilisation of previously unrecognised tax losses (Subsidiaries) (5) (10)

10 11

Deferred tax asset not recognised due to uncertainty of future taxable income 17 29

Effective tax rate 27 40

Year ended 30 April

Year ended 30 April



PAGE | 57


Company2015Pula

Company2014Pula

7. INCOME TAX – GROUP (continued)Deferred income tax assetDeferred income tax liabilitiesAccelerated depreciation for tax purposes (315 074) (149 879)

Unrealised trading profits (113 027) –

Capital gains tax (1 829 928) (3 609 448)

(2 258 029) (3 759 327)

Deferred income tax assetsAssessable loss 5 001 586 2 433 021

Provisions 828 085 1 929 381

5 829 671 4 362 401

Net deferred tax (liability)/asset 3 571 642 603 074

Deferred tax not recognised due to uncertainty of future taxable income (5 023 751) (2 375 905)

Net deferred tax asset (1 452 109) (1 772 831)

Analysed as follows per Statement of Financial PositionDeferred tax assets 248 041 526 460

Deferred tax liabilities (1 700 150) (2 299 291)

Net deferred tax asset – per above (1 452 109) (1 772 831)

Assessed lossesBalance brought forward 51 308 462 55 000 668

Increase/(decrease) in current year 19 007 138 (3 692 206)

Balance carried forward 70 315 600 51 308 462

30 June 2016 11 684 –

30 June 2017 6 088 780 –

30 June 2018 2 204 220 596 762

30 June 2019 11 688 464 9 621 458

30 June 2020 19 796 695 10 010 801

Indefinitely 30 525 757 31 079 441

70 313 600 51 308 462

Assessed losses for which no deferred tax is recognised 70 313 600 (35 223 350)

Year ended 30 April

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58 | PAGE

Company2015Pula

Company2014Pula

7. INCOME TAX – COMPANY (continued)Current income taxCurrent income tax charge – –


148 057 32 635

Deferred income taxAdjustments in respect of deferred tax in previous years – 874 652

Income tax reported in the Income Statement 148 057 907 287

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

Accounting profit before tax at Botswana IFSC income tax rate of 15% (2 571 522) (3 150 589)

Non-deductible expenses/non-taxable income (198 480) 1 632 824


(2 621 945) (1 485 130)

Deferred tax asset credit not recognised due to uncertainty of future taxable income 2 770 002 2 392 417

Income tax reported in the Income Statement 148 057 907 287

Company2015

%

Company2015

%

Reconciliation of tax rateA reconciliation between the tax expense and the product of accounting profit multiplied by Botswana’s IFSC tax rate for the year is as follows:

Accounting profit before tax at Botswana IFSC income tax rate of (15) 15

Adjusted for:Non-deductible expenses/non-deductible income (1) (4)

Withholding tax 1 1

Adjustment in respect of deferred tax in the previous year – 16

(15) 27

Deferred tax asset not recognised due to uncertainty of future taxable income 16 14

At effective tax rate 1 41

Year ended 30 April

Year ended 30 April



PAGE | 59


Company2015Pula

Company2014Pula

7. INCOME TAX – COMPANY (continued)Deferred income taxDeferred income tax liabilityAccelerated depreciation for tax purposes (22 634) (13 466)

Deferred lease asset – (1 195)

(22 634) (14 661)

Deferred income tax assetAssessed losses 5 098 018 2 390 566

Net deferred income tax asset 5 075 384 2 375 905

Deferred tax asset not recognised due to uncertainty of future taxable income (5 075 384) (2 375 905)

– –

Assessed lossesBalance brought forward 16 085 112 6 074 311

Increase/(decrease) in current year 17 901 676 10 010 801

Balance carried forward 33 986 788 16 085 112

Expiring as follows:

30 June 2016 – –

30 June 2017 5 442 198 –

30 June 2018 – 596 762

30 June 2019 10 124 473 5 477 549

30 June 2020 18 420 117 10 010 801

33 986 788 16 085 112

8. NON-CURRENT ASSETS AND LIABILITIES HELD FOR SALEOn 15 December 2014, the company publically announced that agreement had been reached regarding the disposal of the South African stockbroking company Imara SP Reid Proprietary Limited (ISPR), to MMI Strategic Investments Proprietary Limited, for a consideration of approximately P100 million, before taxes, disbursements, expenses and possible price adjustments.

The last conditions precedent relating to the Sale and Purchase Agreement were waived in the 2016 financial year, resulting in the disposal of ISPR being concluded 0n 12 June 2015. As at 30 April 2015, ISPR was classified as a disposal group held for sale and a discontinued operation.

The results of ISPR included in these consolidated financial statements as a discontinued operation are shown below:

Group2015Pula

Group2014Pula

Revenue 70 925 367 69 602 155

Other income 6 836 757 6 914 510

Total income 77 762 124 76 516 665

Operating expenses (49 788 316) (48 939 709)

Cost of services sold (13 331 833) (15 316 756)

Operating profit 14 641 975 12 260 200

Finance costs (719 970) (1 147 017)

Profit before taxation 13 922 005 11 113 183

Taxation (2 739 575) (1 711 230)

Profit after taxation 11 182 430 9 401 953

Year ended 30 April

Year ended 30 April

PAGE | 59


60 | PAGE

Group2015Pula

Group2014Pula

8. NON-CURRENT ASSETS AND LIABILITIES HELD FOR SALE (continued)

The major classes of asset and liabilities classified as held for sale as at 30 April 2015 were as follows:

AssetsEquipment 906 418 –

Available-for-sale financial assets 6 511 081 –

Deferred tax asset 81 972 –

Listed trading securities held 2 539 200 –

Trade and other receivables 132 125 288 –

Cash and cash equivalents 23 424 054 –

Taxation refundable 225 292 –

Assets held for sale under Imara SP Reid 165 813 305 –

Goodwill relating to Imara SP Reid transferred to assets held for sale 91 098 –

Total assets held for sale 165 904 403 –

LiabilitiesListed trading securities sold short 64 –

Trade and other payables 93 775 562 –

Liabilities directly associated with assets held for sale 93 775 626 –

Amount included in accumulated other comprehensive incomeAvailable for sale reserve 6 364 304 –

Deferred tax on available for sale reserve (1 186 815) –

5 177 489 –

The net cash flows generated from discontinued operation

Operating (see notes below) (4 043 039) (4 619 791)

Investing (see notes below) 9 674 062 11 466 653

Financing (see notes below) ( 1 538 963) (9 366 252)

Net cash outflow (4 092 060) (2 519 390)

Notes:1. Purchase of equipment to maintain operating capacity

2. Proceed from the disposal of equipment.

3. Purchase of available-for-sale financial assets

4. Proceeds from disposal of available-for-sale financial assets

399 089

17 116

–

–

525 357

–

901 942

5 616 211

Earnings per share from discontinued operationsBasic thebe 18.90 15.89

Diluted thebe 18.16 15.27

The figures above do not fairly present Imara SP Reid Proprietary Limited’s trading activities nor do they agree to that company’s separate financial statements owing to the elimination of inter-company transactions. This accounting treatment is required in order to comply with the requirements of IFRS 5 – Non-current assets held for resale and discontinued operations.

Year ended 30 April



PAGE | 61


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

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

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

Group2015Pula

Group2014Pula

EarningsProfit after tax attributable to ordinary equity holders of the parent:

Continuing operations (26 434 596) 603 386

Discontinued operations 11 182 430 9 401 953

(15 252 166) 10 005 339

Group2015

Number

Group2014

Number

Weighted average number of ordinary shares – basic earnings per share 59 174 093 59 151 801

Effect of dilutionShare option scheme 2 391 170 3 332 670

Weighted average number of ordinary shares for effect of dilution 61 565 263 62 472 971

Continuing operations: Earnings per share – diluted thebe (44.67) 0.97

Discontinued operations: Earnings per share – diluted thebe 18.16 16.01

All operations: Earnings per share – basic thebe (25.78) 16.92

All operations: Earnings per share – diluted thebe (24.77) 16.01

Year ended 30 April

Year ended 30 April

PAGE | 61


62 | PAGE

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

Asset management

Corporate finance

Stockbroking

Trust administration and custodial services

Management monitors and manages the operating results of the business units separately for the purposes of decision making, resource allocation and performance assessment. Segment performance is evaluated based on operating profit 0r loss and is measured consistently with operating profit or loss in the consolidated financial statements. However, group financing, treasury functions and income taxes are managed on a group basis.

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

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

Capital expenditure consists of additions to plant and equipment.

The following tables present revenue, profit or loss, total assets and total liabilities information in respect of the group’s business units and geographical segments for the years ended 30 April 2015 and 2014.

Adjustments and eliminations:

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

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

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

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



PAGE | 63


2015

Assetmana-

gementPula

Corporatefinance

PulaStock-

broking

Trustadmini-stration

Pula Other

Adjust-ments and

elimi-nations

Pula

Groupconso-lidated

Pula

10. SEGMENTAL REPORTING (continued)OPERATING SEGMENTSRevenueExternal customers 58 145 956 34 362 759 8 396 690 15 666 875 4 647 368 – 121 219 648

Inter segment revenue 7 460 554 12 715 078 – – 12 955 170 (33 130 802) –

Total segmental revenue 65 606 510 47 077 837 8 396 690 15 666875 17 602 538 (33 130 802) 121 219 648

Other material itemsInterest revenue – non group 673 449 344 280 268 286 – 214 303 – 1 500 318

Interest expense – 19 – – 7 338 – 7 357

Depreciation expense 625 943 206 946 675 792 158 786 318 773 – 1 986 240

Amortisation expense – – – 72 838 – – 72 838

Capital expenditure 669 712 27 110 295 643 131 719 197 909 – 1 352 093

Profit or lossSegment profit before taxation 16 972 986 (926 378) 2 361 215 5 286 777 (42 783 906) (19 089 305)Share of income/(losses) from associates (343 820) – 1 114 284 – – – 770 465

Impairment uplift (losses) 70 685 – (181 386) – – – (110 701)Consolidated profit/(loss) before taxation 16 699 852 (926 378) 3 294 113 5 286 777 (42 783 906) – (18 429 542)

Taxation (expense)/credit (2 936 788) (65 293) (635 479) (906 925) (458 315) – (5 002 800)

Profit/(loss) after taxation 13 763 064 (991 671) 2 658 634 4 379 852 (42 768 109) – (22 958 230)

AssetsSegment assets 25 465 198 12 378 328 245 773 081 11 890 352 35 360 954 – 330 867 911Goodwill and other tangibles 117 028 – 422 816 176 128 – – 715 972

Investments in associates (90 796) 560 1 980 587 – – – 1 890 350

Total assets 25 491 429 12 378 888 248 176 484 12 066 480 35 360 954 – 333 474 235

LiabilitiesTotal liabilities 10 040 440 5 617 357 165 936 897 8 261 833 6 488 262 – 196 344 789

Net segmental assets 15 450 989 6 761 531 82 239 586 3 804 647 28 872 692 – 140 129 446

GEOGRAPHIC SEGMENTS

BotswanaPula

BritishVirgin

IslandsPula

South Africa

PulaMauritius

PulaZimbabwe

PulaOther

Pula

Groupconso-lidated

Pula

Revenue 23 693 118 22 885 010 14 487 337 15 876 514 40 823 770 3 453 899 121 219 648

Total assets 84 935 370 8 098 531 174 474 548 14 324 375 18 548 036 33 093 373 333 474 233

Non-current assets* 782 717 16 990 1 118 913 479 973 1 876 948 2 577 690 6 853 231

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

PAGE | 63


64 | PAGE

2014

Assetmana-

gementPula

Corporatefinance

PulaStock-

broking

Trustadmini-stration

Pula Other

Adjust-ments and

elimi-nations

Pula

Groupconso-lidated

Pula

10. SEGMENTAL REPORTING (continued)OPERATING SEGMENTSRevenueExternal customers 61 734 520 12 589 265 35 206 629 18 209 598 197 071 – 127 937 083

Inter segment revenue 2 972 900 13 638 – – – (4 909 204) (1 922 666)

Total segmental revenue 64 707 420 12 602 903 35 206 629 18 209 598 197 071 (4 909 204) 126 014 417

Other material itemsInterest revenue – non group 961 000 78 101 252 207 – 162 681 – 1 453 989

Interest expense – – – – – – –

Depreciation expense 241 943 459 721 605 162 161 741 321 279 – 1 789 846

Amortisation expense – – – 63 769 – – 63 769

Capital expenditure 235 955 85 307 181 284 86 527 297 962 – 887 035

Profit or lossSegment profit/(loss) before taxation 19 596 829 4 511 518 4 380 505 6 154 010 (21 454 090) – 13 188 772Share of income from associates (101 132) – 1 107 244 – – – 1 006 112

Impairment losses (73 109) – (159 491) – – – (232 600)Consolidated profit/(loss) before taxation 19 422 588 4 511 518 5 328 258 6 154 010 (21 454 090) – 13 962 284

Taxation expense/(credit) (2 616 982) (1 098 478) (1 242 044) (1 035 291) (1 290 015) – (7 282 810)

Profit/(loss) after taxation 16 805 606 3 413 040 4 086 214 5 118 719 (22 744 105) – 6 679 474

AssetsSegment assets 30 967 040 17 037 419 239 491 144 11 802 723 29 437 694 – 328 736 020Goodwill and other tangibles 117 420 – 422 816 12 476 117 – – 13 016 353

Investments in associates 106 276 – 1 613 239 – 750 560 – 2 470 075

Total assets 31 190 736 17 037 419 241 527 199 24 278 840 30 188 254 – 344 222 448

LiabilitiesTotal liabilities 11 170 807 495 841 164 120 878 7 200 772 8 296 240 – 191 284 538

Net segmental assets 20 019 929 16 541 578 77 406 321 17 078 068 21 892 014 – 152 937 910

GEOGRAPHIC SEGMENTS

BotswanaPula

BritishVirgin

IslandsPula

South Africa

PulaMauritius

PulaZimbabwe

PulaOther

Pula

Groupconso-lidated

Pula

Revenue 15 613 489 29 926 624 82 898 023 18 417 592 50 683 509 – 197 539 238

Total assets 48 707 953 14 628 733 230 070 617 25 420 002 22 376 653 3 018 480 344 222 438

Non-current assets* 1 540 932 26 479 1 738 788 12 801 173 2 164 193 2 470 075 20 741 640

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



PAGE | 65


Motorvehicles

Pula

Officeequipment

Pula

Electroniclibrary

PulaTotalPula

11. EQUIPMENT – GROUPCostBalance – 30 April 2013 4 227 412 13 482 303 289 173 17 998 888Additions 199 812 1 226 354 – 1 426 166Disposals (319 542) (755 726) – (1 075 268)Exchange rate adjustments 238 771 (216 420) – 22 351

Balance – 30 April 2014 4 346 453 13 736 511 289 173 18 372 137

Balance – 30 April 2014 4 346 453 13 736 511 289 173 18 372 137

Additions 2 988 1 349 104 – 1 352 092

Disposals (144 789) (212 852) – (357 641)

Transfer to non-current asset held for sale (85 835) (3 997 001) – (4 082 836)

Exchange rate adjustments 357 440 431 513 – 788 953

Balance – 30 April 2015 4 476 257 11 307 275 289 173 16 072 705

DepreciationBalance – 30 April 2013 (2 110 824) (9 753 609) (36 146) (11 900 579)Charge for the year (763 848) (1 452 115) (28 917) (2 244 880)Disposals 251 667 670 424 – 922 091Exchange rate adjustments (106 016) 212 468 – 106 452

Balance – 30 April 2014 (2 729 021) (10 322 832) (65 063) (13 116 916)

Balance – 30 April 2014 (2 729 021) (10 322 832) (65 063) (13 116 916)

Charge for the year (1 178 533) (778 789) (28 917) (1 986 239)

Disposals 115 831 151 031 – 266 862

Transfer to non-current asset held for sale 61 515 3 114 903 – 3 176 418

Exchange rate adjustments (241 685) (371 653) – (613 338)

Balance – 30 April 2015 (3 971 893) (8 207 340) (93 980) (12 273 213)

Carrying value30 April 2014 1 617 432 3 413 679 224 110 5 255 221

30 April 2015 504 364 3 099 935 195 193 3 799 492

Year ended 30 April

PAGE | 65


66 | PAGE

Motorvehicles

Pula

Officeequipment

PulaTotalPula

11. EQUIPMENT – COMPANYCostBalance – 30 April 2013 711 000 1 001 504 1 712 504Additions 26 891 31 735 58 626Disposals – (50 620) (50 620)

Balance – 30 April 2014 737 891 982 619 1 720 510

Balance – 30 April 2014 737 891 982 619 1 720 510

Additions 96 030 96 030

Disposals – – –

Balance – 30 April 2015 737 891 1 078 649 1 816 540

DepreciationBalance – 30 April 2013 (424 344) (421 495) (845 839)Charge for the year (77 577) (113 317) (190 894)Disposals – 50 620 50 620

Balance – 30 April 2014 (501 921) (484 192) (986 113)

Balance – 30 April 2014 (501 921) (484 192) (986 113)

Charge for the year (66 969) (127 648) (194 617)

Disposals –

Balance – 30 April 2015 (568 890) (611 840) (1 180 730)

Carrying value30 April 2014 235 970 498 427 734 397

30 April 2015 168 001 466 809 635 810

Group2015Pula

Group2014Pula

Company2015Pula

Company2014Pula

12. GOODWILLBalance at the beginning of the year 12 806 354 12 813 858 – –

Exchange rate adjustments (see note below) (392) (7 504) – –

Impairment of goodwill (see note below) (12 266 118) – – –

539 844 12 806 354 – –

Imara SP Reid Proprietary Limited (see note below) (91 098) –

Balance at the end of the year 448 746 12 806 354 – –

ComprisingImara SP Reid Proprietary Limited (see note below) – 91 490 – –

Imara Capital Securities Proprietary Limited 422 816 422 816 – –

Imara Asset Management (Mauritius) Limited 25 930 25 930 – –

Imara Trust Company (Mauritius) Limited – 12 266 118 – –

448 746 12 806 354 – –

Year ended 30 April



PAGE | 67


12. GOODWILL (continued)

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

The goodwill relating to Imara SP Reid Proprietary Limited has been re-classified in the current year to non-current assets held for sale (see note 8).

Imara SP Reid Proprietary Limited, (“ISPR”), is a South African stockbroking subsidiary;

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

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

Imara Trust Company (Mauritius) Limited, (ITCM), is a Mauritian investment holding company. It was previously a subsidiary company of Imara Beresford International Limited (IBIL).

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

Imara SP Reid (South Africa):

In prior years, the recoverable amount of ISPR has been determined using the value in use calculation based on the cash flow projections in financial budgets approved by senior management. A pre-tax group specific risk adjusted discount rate of 10.30% was used in 2014. The projected cash flows beyond the five years were extrapolated using a steady average growth rate of 3.30%, which did not exceed the long term average growth rate for the market in which the business operates. The cash flows were determined based on past performance, management expectations and recent market developments.

In the current year, the recoverable amount of ISPR was determined to be its fair value less costs to sell, based on the selling price achieved in the sale agreement with MMI Strategic Investments Proprietary Limited, as disclosed in note 8.

Imara Capital Securities (Botswana):

The recoverable amount of Imara Capital Securities has been determined using the value in use calculation based on the cash flow projections in financial budgets approved by senior management. A pre-tax group specific risk adjusted discount rate of 5.0% (2014: 5.38%) was used. The projected cash flows beyond the 5 years were extrapolated using a steady average growth rate of 3.50% (2014: 3.10%) not exceeding the long-term average growth rate for the market in which the business operates. The cash flows were determined based on past performance, management expectations and recent market developments.

Imara Asset Management (Mauritius) Limited and Imara Trust Company (Mauritius) Limited:

The recoverable amount of Imara Asset Management (Mauritius) Limited (IAMM) and Imara Trust Company (Mauritius) Limited (ITC) have been determined using the value in use calculation based on the cash flow projections in financial budgets approved by senior management. A pre-tax risk adjusted discount rate of 7.18% was used (2014: 5.39%). The discount rate is specific to the cash generating unit. The projected cash flows beyond the 5 years were extrapolated using a steady average growth rate of 3.50% (2014: 3.10%)

In the case of ITC, the emergence of a trend of declining trust accounts and clients, with a resultant decrease in revenues and earnings have negatively impacted future prospects for the company. Negative growth is forecast for the foreseeable future and is likely to be compounded by increased international regulation and compliance. As a result the recoverable amount determined by calculations have indicated the need for a full impairment of the carrying value of goodwill. The impairment loss has been recognised in profit or loss.

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

PAGE | 67


68 | PAGE

2015

Admini-stration

software system

Pula

Client databasePula

TotalPula

13. INTANGIBLE ASSETSGROUPCostAt beginning of year 335 039 258 395 593 434

Additions 15 481 – 15 481

Exchange rate adjustment 57 059 28 899 85 958

At end of year 407 579 287 294 694 873

AmortisationAt beginning of year (125 041) (258 395) (383 436)

Amortisation charge for the year (72 838) – (72 838)

Exchange rate adjustment (33 572) (28 899) (62 471)

At end of year (231 451) (287 294) (518 745)

Carrying amount 176 128 – 176 128

2014Admini-stration

softwaresystem

Pula

Client databasePula

TotalPula

GROUPCostAt beginning of year 291 155 240 188 531 343Additions 19 976 – 19 976Exchange rate adjustment 23 908 18 207 42 115

At end of year 335 039 258 395 593 434

AmortisationAt beginning of year (56 622) (240 188) (296 810)Amortisation charge for the year (63 769) – (63 769)Exchange rate adjustment (4 650) (18 207) (22 857)

At end of year (125 041) (258 395) (383 436)

Carrying amount 209 998 – 209 998

The Administration Software System relates to Imara Trust Company (Mauritius) Limited and is a client and employee management system. The system is being amortised over a three-year period.

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

Year ended 30 April

Year ended 30 April



PAGE | 69


2015 and 2014

Managementshares

PulaTotalPula

13. INTANGIBLE ASSETS (continued)COMPANY:Cost:At beginning of year 714 000 714 000

Movement for the year – –

At the end of the year 714 000 714 000

Amortisation:At beginning of the year (714 000) (714 000)

Movement for the year – –

At the end of the year (714 000) (714 000)

Carrying amount – –

Management shares are founder shares and are held to secure the on-going management rights for the Imara Global Fund. The shares do carry voting rights but have no entitlement to economic rights or to the underlying value of the Fund itself. The management agreement for the Imara Global Fund is for an indefinite period. The management shares are fully amortised with the amortisation having taken place over a five year period from the date of acquisition.

%holding

Country ofincorporation

Sub-note

Company2015Pula

Company2014Pula

14. INVESTMENT IN SUBSIDIARIESAfrica Private Equity Fund Managers Proprietary Limited 100 Botswana 1 – –

CF Africa Limited 100 British Virgin Islands 2 5 802 981 5 802 981

Imara Africa Advisors Limited 100 Mauritius 3 902 –

Imara Asset Management Limited 100 British Virgin Islands 22 754 22 754

Imara Asset Management Mauritius Limited 51 Mauritius 4, 10 622 088 622 088

Imara Asset Management UK Limited 100 United Kingdom 5 815 004 83 473

Imara Trust Company (Mauritius) Limited 53 Mauritius 6, 10 12 858 770 12 186 785

Imara Capital Botswana Proprietary Limited 100 Botswana 7 8 500 100 8 500 100

Imara Capital Limited 100 British Virgin Islands 15 319 841 15 319 841

Imara Capital Kenya Limited 100 Kenya 8 446 8 446

Imara Capital South Africa Proprietary Limited 94.7 South Africa 8 16 557 572 16 557 572

Imara Capital Zambia Limited 100 Zambia 9 7 042 7 042

Imara Trademarks Limited 100 British Virgin Islands 590 100 590 100

61 105 600 59 701 181

Preference shares at cost:Imara Asset Management UK Limited 100 205 339 205 339

Share-based payment reserve:Group companies (see note below and note 28) 6 422 888 6 055 699

Total investment in subsidiaries 67 733 827 65 962 219

Year ended 30 April

Year ended 30 April

PAGE | 69


70 | PAGE

14. INVESTMENT IN SUBSIDIARIES (continued)

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

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

Notes relating to specific subsidiary companies:Company

2015Pula

Company2014Pula

14.1 Africa Private Equity Fund Managers Proprietary LimitedAt the beginning of the year – 100

Capitalisation of group loan accounts – 1 502 852

Impairment of investment – (1 502 952)

At the end of the year – –

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

Even though the group owned only 50% of the voting rights of APEFM prior to 1 November 2013, it considered that it had control of the entity because two of the three company directors were appointed by Imara, and the group therefore had control of the board and the operations of the company.

This particular entity is classified under “Other” for the purposes of segmental reporting.

14.2 CF Africa Limited

Imara Holdings Limited’s (“IHL”) investment in Imara Capital Zimbabwe (Private) Limited (“ICZ”) is held through CF Africa Limited, a British Virgin Islands registered company. IHL acquired the remaining 30.73% non-controlling interest in CF Africa Limited on 1 December 2011. CF Africa Limited has as its sole asset, a 46.35% shareholding in ICZ.

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

The reporting date of ICZ is 31 March. The assessment of impairment in value of the investment in subsidiary has therefore been based on the audited financial statements of the company for the 12 months to 31 March 2015 and on reviewed management accounts for the one month ended 30 April 2015. These are the latest available financial statements for the company.

The summarised financial statements of Imara Capital Zimbabwe (Private) Limited are detailed in sub-note 10 below).



PAGE | 71


14. INVESTMENT IN SUBSIDIARIES (continued)14.3 Imara Africa Advisors Limited

Imara Africa Advisors Limited is a wholly owned subsidiary of Imara Holdings Limited. The company was incorporated in Mauritius on 28 October 2014 and is engaged in the corporate finance and advisory business. The business is classified under “Corporate Finance” for segmental reporting purposes.

14.4 Imara Asset Management (Mauritius) Limited

On 6 December 2011, Imara Holdings Limited (IHL), acquired a 50% plus 1 share equity holding in Imara Asset Management (Mauritius) Limited, a company incorporated in Mauritius on 12 May 2009. The company was previously known as Kappa Forte Asset Management Limited LBP and changed its name on 21 October 2011. The company is engaged in the business of asset management, with a primary focus on institutional clients.

This business is classified under “Asset Management’ for segmental reporting purposes.

The summarised financial statements of Imara Asset Management (Mauritius) Limited are detailed in sub-note 10 below).

14.5 Imara Asset Management (UK) Limited

The company was incorporated in England & Wales on 27 May 2003, as is regulated by the Financial Conduct Authority.

The company is wholly owned by Imara Holdings Limited. On 1 December 2014, Imara Holdings Limited subscribed GBP50 000, (P731 531 equivalent) for new shares in the company, primarily to comply with new minimum capital adequacy requirements.

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

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

In 2014, the operations of IBIL and its wholly owned subsidiary company Imara Trust Company (Mauritius) Limited (ITCM) were merged under a scheme of amalgamation for companies under common control. Following this amalgamation ITCM became the holding company for the group’s operations in Mauritius and IBIL was deregistered.

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

An independent statutory audit of ITCM and of all its subsidiary companies has been carried out for the year ended 30 April 2015 and unqualified audit opinions issued. The assessment of impairment in value of the investment in subsidiary, based on the audited financial statements of the company for the 12 months to 30 April 2015, and forecasts for the next five years, prepared by management, indicated a requirement to impair the investment by P12 266 118. The impairment has been charged to profit or loss.

The summarised financial statements of Imara Trust Company (Mauritius) Limited are detailed in sub-note 10 below).

PAGE | 71


72 | PAGE

14. INVESTMENT IN SUBSIDIARIES (continued)14.7 Imara Capital Botswana Proprietary Limited

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

% holding30 April

2015

% holding30 April

2014

Subsidiary company:Imara Africa Securities Proprietary Limited – 100 Company deregistered in May 2014

Imara Asset Management Proprietary Limited – 100 Company deregistered in May 2014

Imara Botswana Limited 100 100

Imara Capital Limited – 100 Company deregistered in May 2014

Imara Capital Securities Proprietary Limited 53 55

On May 2014, as part of a group re-organisation, Imara Africa Securities (Proprietary) Limited, Imara Asset Management (Proprietary) Limited and Imara Capital Limited were deregistered. Prior to deregistration the companies had been dormant. At the prior year end reporting date, the entities were still subsidiary companies. As at the 30 April 2013 year- end reporting date, there was evidence of impairment, and the carrying amount of the investments in these subsidiary companies were fully impaired.

On 23 October 2014, Imara Capital Botswana (Proprietary) Limited (ICAPB) acquired a further 5% shareholding in Imara Capital Securities (Proprietary) Limited, (ICAPSEC) increasing its shareholding to 55%. ICAPB has entered into a Share Sale and Purchase Agreement with a management employee of ICAPSEC which permits the employee to acquire up to 5% of the issued capital of ICAPSEC from ICAPB over a maximum period of three years. In terms of this agreement 2% of the issued capital of ICAPSEC was acquired during the year.

The summarised financial statements of Imara Capital Securities (Proprietary) Limited are detailed in sub-note 10 below).

14.8 Imara Capital South Africa Proprietary LimitedCompany

2015Pula

Company2014Pula

At the beginning of the year 16 557 572 19 666 212Elimination of non-distributable reserve arising from the donation of shares to Imara Capital South Africa Proprietary Limited by Africa Investments Limited – (3 108 640)

At the end of the year 16 557 572 16 557 572

Imara Capital South Africa Proprietary Limited (ICAPSA) is the holding company for the group’s South African registered entities. Imara Holdings Limited (IHL) owns 94.70% (2014: 93.75%) of the shareholders voting rights in ICAPSA. Imara South Africa Trust (ISAT), a broad based black empowerment trust owns 6.25% (2014: 6.25%) of ICAPSA. The Trustees of ISAT are JP O’Leary and TJ Matsau. JP O’Leary was previously a director of Imara SP Reid Proprietary Limited, and TJ Matsau is a director of Imara Asset Management South Proprietary Limited and ICAPSA. Consequently, ISAT is deemed to be a controlled entity and is consolidated in the ICAPSA financial statements.

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

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

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



PAGE | 73


14. INVESTMENT IN SUBSIDIARIES (continued)14.9 Imara Capital Zambia Limited

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

14.10 Material partly owned subsidiaries

Financial information on subsidiaries that have a material non-controlling interest is provided below. This information is based on amounts before inter-company eliminations.

Imara Asset Management

(Mauritius) Limited

Imara Capital Securities

(Proprietary) Limited

Imara Capital Zimbabwe

(Private) Limited

Imara Trust Company

(Mauritius) Limited

Summarised Statement of Profit or Loss –for the year ended 30 April 2015:Revenue 283 231 8 349 991 40 856 424 15 666 875

Other operating income 9 334 27 643 1 899 287 2 045 372

Total income 292 565 8 377 634 42 755 711 17 712 247

Cost of sales (87 543) – – –

Operating expenses (129 954) (5 555 684) (41 315 591) (12 858 629)

Finance costs – – – –

Profit before tax 75 068 2 821 950 1 440 120 4 853 618

Income tax – (811 989) (1 415 152) (906 925)

Profit after tax 75 068 2 009 961 24 968 3 946 693

Other comprehensive income – – – 524 933

Total comprehensive income 75 068 2 009 961 24 968 4 471 626

Attributable to non-controlling interests 37 534 1 067 184 13 395 1 884 140

Dividends paid to non-controlling interests – 350 218 2 105 055 1 952 651

Summarised Statement of Profit or Loss –for the year ended 30 April 2014:Revenue 207 993 6 841 054 50 772 338 18 209 598Other operating income 4 551 88 990 1 918 517 282 264Total income 212 544 6 930 044 52 690 855 18 491 862Cost of sales (64 371) – – –Operating expenses (176 525) (4 705 872) (45 011 819) (12 465 926)Finance costs – (6 111) – –Profit before tax (28 352) 2 218 061 7 629 035 (6 025 936)Income tax – (312 359) (2 490 328) (1 035 291)Profit after tax (28 352) 1 905 702 5 138 707 4 990 645Other comprehensive income – – – (228 292)Total comprehensive income (28 352) 1 905 702 5 138 707 4 762 353Attributable to non-controlling interests (14 176) 888 470 2 747 563 2 445 417Dividends paid to non-controlling interests – – 2 893 331 2 004 340

PAGE | 73


74 | PAGE

14. INVESTMENT IN SUBSIDIARIES (continued)14.10 Material partly owned subsidiaries (continued)

Imara Asset Management

(Mauritius) Limited

Imara Capital Securities

(Proprietary) Limited

Imara Capital Zimbabwe

(Private) Limited

Imara Trust Company

(Mauritius) Limited

Summarised Statement of Financial Position –as at 30 April 2015:Non-current assets – 334 250 5 024 166 702 292

Cash and cash equivalents 881 220 10 960 852 9 057 634 4 891 465

Other current assets 271 809 63 160 584 6 056 979 6 472 723

Non-current liabilities – 290 469 125 433 761 541

Current liabilities 88 486 68 678 020 7 277 084 5 726 721

Total equity 1 064 543 5 487 197 12 736 262 5 578 218

Attributable to holders of the parent 532 272 2 662 000 6 777 748 2 978 134

Non-controlling interest 532 271 2 825 197 5 958 514 2 600 084

1 064 543 5 487 197 12 736 262 5 578 218

Summarised Statement of Financial Position – as at 30 April 2014:Non-current assets – 324 936 3 091 425 773 147Cash and cash equivalents 55 654 6 302 943 16 141 661 5 790 675Other current assets 1 085 508 3 137 210 4 070 798 5 448 692Non-current liabilities – – 90 576 1 197 019Current liabilities 86 288 5 530 615 8 059 516 6 136 091

Total equity 1 054 874 4 234 474 15 153 792 4 679 404Attributable to holders of the parent 527 438 2 187 944 7 878 126 1 970 677Non-controlling interest 527 436 2 046 530 7 275 666 2 708 727

1 054 874 4 234 474 15 153 792 4 679 404

Summarised cash flow information – for the year ended 30 April 2015:Operating 42 215 5 470 230 (4 765 298) 3 575 885

Investing 786 613 (49 320) (2 318 729) (137 203)

Financing – (763 001) – (4 337 892)

Net increase/(decrease) in cash and cash equivalents 828 828 4 657 909 (7 084 027) (899 210)

Summarised cash flow informations – for the year ended 30 April 2014:Operating (39 242) 3 483 450 3 969 887 5 119 402Investing (852 296) 80 457 (1 722 799) (193 204)Financing – – – (4 161 643)

Net increase/(decrease) in cash and cash equivalents (891 538) 3 563 907 2 247 088 764 555



PAGE | 75


2015

Stock-brokersZambiaLimited

Pula

Stock-brokersMalawiLimited

Pula

Imara ECRAsset

Manage-ment

LimitedPula

ImaraMondise

CapitalLimited

Pula

Oryx Finance

LimitedPula

TotalGroup

Pula

15. INVESTMENT IN ASSOCIATES AND JOINT VENTURES – GROUP

(sub-note 1) (sub-note 2) (sub-note 3) (sub-note 4) (sub-note 5)

Balance at the beginning of the year 806 141 807 099 106 275 560 750 000 2 470 075

Share of profits/(losses) for the year 475 653 638 631 (343 820) – – 770 464

Acquisitions during the year – – 76 065 – – 76 065

Disposals during the year – – – – (375 000) (375 000)Transfer to available-for-sale financial assets – – – – (92 172) (92 172)

Dividends received (565 550) – – – (565 550)Impairment losses/gains on investment – per Income Statement (78 444) (102 942) 70 682 – (110 704)Impairment losses – Other Comprehensive Income (282 828) (282 828)

Balance at the end of the year 637 800 1 342 788 (90 798) 560 – 1 890 350

2014

Stock-brokersZambiaLimited

Pula


Pula

Imara ECRAsset

Manage-ment

LimitedPula

ImaraMondise

CapitalLimited

Pula

Oryx FinanceLimited

Pula

TotalGroup

Pula

Balance at the beginning of the year 310 467 567 202 – – – 877 669Share of profits/(losses) for the year 584 019 523 225 (101 132) – – 1 006 112Acquisitions during the year – 280 516 560 750 000 1 031 076Dividends received – (212 182) – – – (212 182)Impairment losses on investment – per Income Statement (88 345) (71 146) (73 109) – – (232 600)

Balance at the end of the year 806 141 807 099 106 275 560 750 000 2 470 075

PAGE | 75


76 | PAGE

2015

Imara ECR Asset

Manage-ment

LimitedPula


Pula

TotalCompany

Pula

15. INVESTMENT IN ASSOCIATES AND JOINT VENTURES – COMPANYBalance at the beginning and end of the year 280 517 291 142 571 659

Acquisitions during the year: Cash consideration 76 065 – 76 065

Balance at the end of the year 356 582 291 142 647 724

2014Imara

ECR AssetManage-

mentLimited

Pula


Pula

TotalCompany

Pula

Balance at the beginning of the year – 291 142 291 142Acquisitions during the year: Cash consideration 280 517 – 280 517

Balance at the end of the year 280 517 291 142 571 659

Impairment losses on investment in associates

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

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

Year ended 30 April

Year ended 30 April



PAGE | 77


15. INVESTMENT IN ASSOCIATES AND JOINT VENTURES (continued)

Sub notes15.1 Stockbrokers Zambia Limited

On 31 October 2009, the Group through its wholly owned subsidiary company, Imara Capital Zambia Limited, acquired a 25% interest in Stockbrokers Zambia Limited, a stockbroking company registered and operating in Zambia.

The year end of Stockbrokers Zambia Limited is 30 April. An independent statutory audit of Stockbrokers Zambia Limited has been carried out for the year ended 30 April 2015 and unqualified audit opinion issued.

Impairment testing of the investment at 30 April 2015 has been based on audited financial statements for the company to 30 April 2015.

The following table provides summarised information of the group’s investment in Stockbrokers Zambia Limited, based on audited financial statements to 30 April 2015 and 30 April 2014.

30 April 2015(Audited)

100% interest

Pula


25% interest

Pula


100% interest

Pula


25% interest

Pula

Statement of Financial PositionExchange rate 1.291150 1.51819

Current assets 11 412 080 2 853 020 15 872 816 3 968 204

Non-current assets 1 681 712 420 428 1 801 324 450 331

Current liabilities 10 542 596 2 635 649 14 449 576 3 612 394

Other liabilities – – – –

Net assets 2 551 196 637 799 3 224 564 806 141

Associate’s revenue and profits after taxExchange rate 1.38243 1.36363

Revenue 29 796 422 7 449 106 17 442 520 4 360 630

Profit after taxation 1 902 612 475 653 2 336 076 584 019

PAGE | 77


78 | PAGE

15. INVESTMENT IN ASSOCIATES AND JOINT VENTURES (continued)15.2 Stockbrokers Malawi Limited

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

The financial year end of Stockbrokers Malawi Limited is 31 December and an independent statutory audit for the year ended 31 December 2014 has been completed and an unmodified audit opinion issued.

Impairment testing of the investment at 30 April 2015 has been based on the audited financial statements to 31 December 2014 and reviewed management accounts for the four month period from 1 January 2015 to 30 April 2015. These are the latest available management accounts for the company.

Dividend remittances from Malawi are subject to Exchange Control approval.

The following tables provides summarised information of the group’s investment in Stockbrokers Malawi Limited, based on audited financial statements to 31 December 2014 and reviewed management accounts to 30 April 2015:


100% interest

Pula


25% interest

Pula


100% interest

Pula


25% interest

Pula


Current assets 112 887 196 28 221 799 9 126 700 2 281 675

Non-current assets 647 194 161 798 387 036 96 759

Current liabilities 108 163 237 27 040 809 5 842 684 1 460 671

Other liabilities – – – –

Net assets 5 371 153 1 342 788 3 671 052 917 763

Associate’s revenue and profits after taxExchange rate 47.65615 45.28679

Revenue 7 195 120 1 798 780 5 016 932 1 254 233

Profit after taxation 2 554 524 638 631 2 092 900 523 225



PAGE | 79


15. INVESTMENT IN ASSOCIATES AND JOINT VENTURES (continued)15.3 Imara ECR Asset Management Limited

Imara Holdings Limited owns 49% of Imara ECR Asset Management Limited, a company registered in Zambia on 8 January 2014 and engaged in asset management. The company is licenced by The Pensions and Insurance Authority (PIA) of Zambia and commenced operations in February 2014. The company’s financial year end is 30 April. An independent statutory audit was conducted for the year ended 30 April 2015. No statutory audit was conducted for the period ended 30 April 2015 as the company had only been operational for two months and had not fully commenced business.

Impairment testing of the investment at 30 April 2015 has been based on the audited financial statements of the company for the year ended 30 April 2015.

The following table gives summarised information of the company’s investment in Imara ECR Asset Management Limited, based on audited annual financial statements to 30 April 2015 and on unaudited management accounts to 30 April 2015:


100% interest

Pula


49% interest

Pula


100% interest

Pula


49% interest

Pula


Non-current assets 270 496 132 543 – –

Current assets 158 834 77 829 230 526 112 958

Non-current liabilities 542 776 265 960 – –

Current liabilities 71 856 35 210 13 637 6 682

Net assets (185 302) (90 978) 216 890 106 276

Associate’s revenue and profit after taxExchange rate 1.38243 1.36363

Revenue 54 357 26 635 14 167 6 942

Loss after taxation (701 673) (343 820) (206 391) ( 101 132)

PAGE | 79


80 | PAGE

15. INVESTMENT IN ASSOCIATES AND JOINT VENTURES (continued)15.4 Imara Mondise Capital Proprietary Limited

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

IMC has a 30 April year end and its audit for the period to 30 April 2015 is complete. The auditor’s report includes an emphasis of matter paragraph in relation to IMC’s ability to continue as a going concern.

The table below gives summarised information on ICFSA’s investment in IMC, based on audited financial information to 30 April 2015. The reporting currency of IMC is South African Rand.


100% interest

Pula


50% interest

Pula


100% interest

Pula


50% interest

Pula


Current assets 60 194 30 097 44 659 22 329

Non-current assets – – – –

Current liabilities 71 126 35 563 83 533 41 766

Non-current liabilities 1 083 500 547 215 953 717 476 859

Net assets 1 094 432 552 681 992 591 496 296

Group’s carrying value of the investment 1 120 560 1 120 560

Associate’s revenue and profit after tax:Exchange rate 1.22 116 1.19501

Revenue 166 264 83 132 301 630 150 815

Loss after taxation (106 336) (53 168) (1 014 246) (507 123)

Total comprehensive income (106 336) (53 168) (1 014 246) (507 123)



PAGE | 81


15. INVESTMENT IN ASSOCIATES AND JOINT VENTURES (continued)15.5 Oryx Finance Limited

On 31 March 2014, Imara Botswana Limited (IBOTS), received 5 400 ordinary shares in lieu of fees (a free carry) for advisory work performed on behalf of Oryx Finance Limited, (Oryx), a company registered in Zambia and engaged in micro finance business. The 5 400 shares held represent 27% of the 20 000 shares in issues by Oryx Finance Limited.

On 1 May 2014, 2 700 shares were transferred to consultants engaged by the company, in lieu of profit share. The company’s shareholding in Oryx, immediately after the transfer of these shares reduced to 13.50%. On 1 February 2015, Oryx issued shares to a new shareholder who had provided loan capital to the company, a portion of which had an equity conversion option. As a result of the issuance of these shares the shareholding in Oryx diluted from 13.50% to 12.15%. As the level of equity ownership is now below 20%, the investment is no longer recognised as an investment in associate. Consequently the remaining investment has been re-classified as available-for-sale financial assets.

The year end of Oryx Finance Limited is 31 December.

In the prior year, the investment in associate was carried at cost and was tested for impairment, based on audited financial statements at 31 December 2014 and the unaudited management accounts for the four month period to 30 April 2015. These were the latest available management accounts for the company.

The following table gives summarised information of the company’s investment in Imara ECR Asset Management Limited for the prior year, based on management accounts to 30 April 2014. The reporting currency of Oryx Finance Limited is Zambian Kwacha. The financial information detailed below has been converted from Zambian Kwacha to Pula using an exchange rate of 614.63.


100% interest

Pula


27.50% interest

Pula

Statement of Financial PositionCurrent assets 4 764 683 1 310 288Non-current assets 98 371 27 052Current liabilities (180 895) (49 746)Net assets 4 682 159 1 287 594

Associate’s revenue and profit after taxRevenue 674 038 337 019Loss after taxation (156 816) (78 408)

PAGE | 81


82 | PAGE

Group2015Pula

Group2014Pula

Company2015Pula

Company2014Pula

16. AVAILABLE-FOR-SALE FINANCIAL ASSETSListed securitiesJSE Limited Securities – 4 741 704 – –

Diversified listed equity portfolio – Botswana 86 679 86 679 – –

Other listed securities 15 306 15 383 15 306 15 383

Total listed securities 101 985 4 843 766 15 306 15 383

Unlisted securitiesAngola Stock Exchange proprietary rights 139 002 139 002 139 002 139 002

Botswana Stock Exchange proprietary rights 110 628 110 628 – –

Imara/Investec Unit Trust Wrap Fund – 6 752 – –

Old Mutual Unit Trusts 49 081 86 227 – –

PCC Imara Sector portfolio 16 994 14 918 – –

Liberty Unit Trusts 47 172 87 202 – –

Global Alliance Equity Partners – 101 299 – 101 299

Imara Nigeria Fund 3 393 196 3 835 648 – –

Leon Holdings Limited – Zimbabwe 1 556 474 – –

Oryx Finance Limited – Ordinary shares 92 172 – –

Oryx Finance Limited – 9% preference shares 1 383 365 1 383 365 1 383 365 1 383 365

Total unlisted securities 6 788 084 5 765 041 1 522 367 1 623 666

Total available-for-sale financial assets 6 890 069 10 608 807 1 537 673 1 639 049

Listed securities

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

Unlisted securities

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

The fair value for unit trust investments is determined by reference to the bid price for this class of product at the close of business daily. The bid price is computed by reference to the underlying value of assets in the unit trust funds and is published daily. The last valuations were carried out on 30 April 2015.

The investment in Global Alliance Equity Partners and Oryx Finance Limited are valued based on directors’ valuations. These valuations and are based on the latest available management accounts, director expectations on future trading prospects, anticipated cash flows and are net asset value based rather than earnings based. The last valuation was carried out on 30 April 2015.

Year ended 30 April



PAGE | 83


17. RELATED PARTY DISCLOSURES Subsidiary companies – directly held

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

100% ownership Note Country of registration

Africa Private Equity Fund Managers Proprietary Limited 1 BotswanaCF Africa Limited British Virgin IslandsImara Africa Advisors Limited 2 MauritiusImara Asset Management Limited British Virgin IslandsImara Asset Management (UK) Limited 3 United KingdomImara Capital Limited British Virgin IslandsImara Capital Botswana Proprietary Limited 4 BotswanaImara Capital Kenya Limited 5 KenyaImara Capital Zambia Limited 6 ZambiaImara Trademarks Limited 7 British Virgin Islands

Imara Holdings Limited also owns the following subsidiary companies

Less than 100% ownership Note Country of registration Percentage ownership

Imara Asset Management (Mauritius) Limited Mauritius 50% plus 1 shareImara Trust Company (Mauritius) Limited Mauritius 53%Imara Capital South Africa Proprietary Limited South Africa 94.70%

Subsidiary companies – indirectly held

Parent and underlying subsidiaries Note Country of registration Percentage ownership

CF Africa Limited:Imara Capital Zimbabwe (Private) Limited Zimbabwe 46.35%

Imara Capital Botswana Proprietary Limited:Imara Botswana Limited Botswana 100%Imara Capital Limited Botswana 100%Imara Capital Securities Proprietary Limited 8 Botswana 53.10%

Imara Trust Company (Mauritius) Limited:Imara Trust Company (Mauritius) Limited Mauritius 53.20%Beresford Pension Trust Limited Mauritius 53.20%

Imara Capital Zimbabwe (Private) Limited:Imara Asset Management (Private) Limited Zimbabwe 46.35%Imara Corporate Finance Zimbabwe (Private) Limited Zimbabwe 46.35%Imara Edwards Securities (Private) Limited Zimbabwe 46.35%Imara Fiduciary (Private) Limited Zimbabwe 46.35%

Imara Capital South Africa Proprietary Limited:Imara Asset Management South Africa Proprietary Limited South Africa 100%Imara Corporate Finance South Africa Proprietary Limited South Africa 100%Imara SP Reid Proprietary Limited South Africa 100%Imara South Africa Trust 9 South Africa

On 21 May 2014, Imara Africa Securities Proprietary Limited, Imara Asset Management Proprietary, Limited Imara Capital Limited were deregistered.

PAGE | 83


84 | PAGE

17. RELATED PARTY DISCLOSURES (continued)Notes relating to specific subsidiary companies

1. Africa Private Equity Fund Managers Proprietary Limited (see note 14).

2. Imara Africa Advisors Limited is a wholly owned subsidiary of Imara Holdings Limited. The company was incorporated in Mauritius on 28 October 2015 and is engaged in the corporate finance and advisory business.

3. Imara Asset Management (UK) Limited is registered in the United Kingdom and is authorised and regulated by Financial Conduct Authority (“FCA”)( formerly known as the Financial Services Authority (“FSA”).

4. Imara Capital Botswana (Proprietary) Limited is an investment holding company and is the parent company for all Botswana registered companies.

5. Imara Capital Kenya Limited is an investment holding company registered in Kenya. The company is currently dormant.

6. Imara Capital Zambia Limited is registered in Zambia and owns 25% of Stockbrokers Zambia Limited.

7. Imara Trademarks Limited is registered in the British Virgin Islands and holds the naming and branding rights for Imara companies in specific jurisdictions across Africa.

8. Imara Capital Securities Proprietary Limited is 53.1% owned by Imara Capital Botswana Proprietary Limited. The remaining 46.90% is owned by management and an ex-director of the company. The company is engaged in stockbroking.

9. Imara South Africa Trust is registered in South Africa and owns 5.30% of the shareholders’ voting rights in Imara Capital South Africa Proprietary Limited (see note 14).

Associate companies

Company Country of registration Percentage ownership

Stockbrokers Malawi Limited Malawi 25%Imara Modise Capital Proprietary Limited South Africa 47.5% (effective shareholding)Stockbrokers Zambia Limited Zambia 25%Imara ECR Asset Management Limited Zambia 49%

Related parties

Imara SP Limited is registered in the British Virgin Islands and is a shareholder in the group.

Etana Trust is registered in Guernsey and is controlled by Imara Trust Company (Mauritius) Limited. Etana Trust is a shareholder in Imara Holdings Limited. An executive director of Imara Holdings Limited has an indirect interest in the Etana Trust. Subsequent to the 30 April 2015 reporting date, the shares held by the Trust have been transferred from the Trust into the names of the Trust beneficiaries and the Trust has been wound up.

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

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



PAGE | 85


17. RELATED PARTY DISCLOSURES (continued)Related party transactions and balances

During the year the group entered into transactions with the directors and other related parties. These transactions along with related balances at 30 April 2015 and for the period then ended are as follows:

Group2015Pula

Group2014Pula

Company2015Pula

Company2014Pula

Professional fees paidImara Trust Company Mauritius Limited 698 015 411 700 148 414 89 771

698 015 411 700 148 414 89 771

Management fee income – GroupImara Asset Management South Africa Proprietary Limited – – 188 682 178 780

Imara Botswana Limited – – 1 915 812 1 791 810

Imara SP Reid Proprietary Limited – – 2 012 607 1 788 885

Imara Capital Zimbabwe (Private) Limited – – 686 741 484 444

Imara Trust Company (Mauritius) Limited – – 436 043 128 073

Imara Capital Securities Proprietary Limited – – 300 000 150 000

– – 5 539 885 4 521 992

Management fee income – Group

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

Group2015Pula

Group2014Pula

Company2015Pula

Company2014Pula

Dividends received – Group companiesCF Africa Limited – – 1 540 843 2 124 211

Imara Trust Company (Mauritius) Limited – – 2 032 351 2 048 466

Stockbrokers Zambia Limited – – 565 550 –

– – 4 138 744 4 172 677

Interest income – Group companiesCF Africa Limited – – 55 663 53 875

Imara Botswana Limited – – 251 294 445 753

Imara Capital Limited – – 257 257 272 623

Imara Capital Botswana Proprietary Limited – – 1 855 385 2 025 504

Imara Capital South Africa Proprietary Limited – – 369 863 658 370

Imara Capital Zambia Limited – – 145 302 167 900

Imara Capital Securities Proprietary Limited – – – 6 111

– – 2 935 764 3 630 136

Interest income – Group companies, relates to interest charged on Accounts Receivable – Group companies, which attract interest at 6.50% (2014: 7.50%).

PAGE | 85


86 | PAGE

Group2015Pula

Group2014Pula

Company2015Pula

Company2014Pula

17. RELATED PARTY DISCLOSURES (continued)Interest income – non-groupInterest income – third parties – – 8 359 15 104

– – 8 359 15 104

Interest income – non-group relates to interest charged on other receivables – related parties, which attract interest at 6.50% (2014: 7.50%).

Finance costs – group companiesImara Asset Management Limited – – 3 782 695 2 945 357

Imara Asset Management Proprietary Limited – Botswana – – 24 576

Imara Trademarks Limited – – 20 793 30 610

Imara Capital Kenya Limited – – 844 38 829

Imara Capital Zimbabwe (Private) Limited – – 32 655 901

– – 3 836 987 3 015 697

Finance costs – related partyImara SP Limited – – 8 991 4 377

Etana Trust – – 149 185

– – 9 140 4 562

Total finance costs (see note 5) – – 3 846 126 3 020 259

Accounts receivable – group companiesLong termImara Africa Advisors Limited – – 76 019 –

CF Africa Limited – – 944 023 797 902

Imara Asset Management (UK) Limited – – 223 363 –

Imara Botswana Limited – – – 8 671 191

Imara Capital Limited – Botswana – – 30 254 794 28 823 455

Imara Capital Limited – – 4 228 576 3 923 930

Imara Capital South Africa Proprietary Limited – – 380 390 2 146 417

Imara Capital Securities Proprietary Limited – – 225 569

Imara Capital Zambia Limited – – 2 297 483 2 238 245

Imara ECR Asset Management Limited – – 542 776 –

Imara Trust Company (Mauritius) Limited – – 9 076 132 338

– – 38 956 500 46 959 047



PAGE | 87


Group2015Pula

Group2014Pula

Company2015Pula

Company2014Pula

17. RELATED PARTY DISCLOSURES (continued)Accounts payable – group companiesImara Botswana Limited – – 2 481 399 –

Imara Asset Management Limited – – 62 715 006 51 991 294

Imara Capital Kenya Limited – – 13 958 12 912

Imara Capital Securities Proprietary Limited – – 459 –

Imara Capital Zimbabwe (Private) Limited – – 1 435 575 927 231

Imara Trademarks Limited – – 300 593 387 731

– – 66 946 990 53 319 168

Accounts payable – group companies are classified as non-current liabilities, have no fixed terms of repayment, as agreed by the directors’, are unsecured and attract interest at a rate of 6.50% (2014: 7.50%) for Botswana, British Virgin Islands and South African incorporated companies. These interest rates equate to market related interest rates for similar type loans in the respective country jurisdictions.

Amounts owed to related parties (note 25)Etana Trust 2 438 49 526 2 438 49 526

Imara SP Limited 209 951 2 289 209 951 2 289

212 389 51 815 212 389 51 815

Year ended 30 April

PAGE | 87


88 | PAGE

2015

Non-executive

PulaExecutive

PulaTotalPula

17. RELATED PARTY DISCLOSURES (continued)Remuneration paid to directors – Group and CompanyNon-executive directors – Parent company

Fees 1 422 262 – 1 422 262

Expenses 522 088 – 522 088

Total non-executive 1 944 350 – 1 944 350

Executive directors – Parent company

Salary – 5 585 129 5 585 129

Short-term benefits – 193 009 193 009

Fixed remuneration – 5 778 138 5 778 138

Performance bonus – 781 919 781 919

Share-based payment expense – 24 430 24 430

Total executive directors – Parent company – 6 584 487 6 584 487

Non-executive directors – Subsidiary companies

Fees 2 089 349 – 2 089 349

Executive directors – Subsidiary companies

Salary – 20 894 170 20 894 170

Short-term benefits – 2 569 287 2 569 287


Performance bonus – 4 356 989 4 356 989


Total executive directors – Subsidiary companies – 28 072 598 28 072 598

Executive and Non-executive directors – Parent and subsidiary companies

Fees 3 511 611 – 3 511 611

Expenses 522 088 – 522 088

Salary – 26 479 299 26 479 299

Short-term benefits – 2 762 296 2 762 296


Performance bonus – 5 138 908 5 138 908


Total non-executive and directors – Parent and subsidiary companies 4 033 899 34 657 085 38 690 784


The directors’ remuneration disclosed in the note above details the total remuneration paid to the directors and includes amounts paid by the parent company itself and, in instances where executive directors are employed by a subsidiary company, the remuneration paid by the subsidiary. The amounts disclosed include performance bonuses in respect of the 2014 financial year which were paid in 2015 and as detailed above.

Year ended 30 April



PAGE | 89


2014

Non-executive

PulaExecutive

PulaTotalPula

17. RELATED PARTY DISCLOSURES (continued)Remuneration paid to directors – Group and CompanyNon-executive directors – Parent companyFees 1 475 950 – 1 475 950Expenses 157 777 – 157 777Share-based payment expense 15 221 – 15 221

Total non-executive 1 648 948 – 1 648 948

Executive directors – Parent companySalary – 5 418 699 5 418 699Short-term benefits – 176 281 176 281Fixed remuneration – 5 594 980 5 594 980Performance bonus – 691 594 691 594Share-based payment expense – 97 006 97 006

Total executive directors – Parent company – 6 383 580 6 383 580

Non-executive directors – Subsidiary companiesFees 2 468 854 – 2 468 854

Executive directors – Subsidiary companiesSalary – 23 427 259 23 427 259Short-term benefits – 2 005 012 2 005 012Fixed remuneration – 25 432 271 25 432 271Performance bonus – 5 338 751 5 338 751Share-based payment expense – 475 264 475 264

Total executive directors – Subsidiary companies – 31 246 286 31 246 286

Executive and Non-executive directors – Parent and subsidiary companiesFees 3 944 804 – 3 944 804Expenses 157 777 – 157 777Salary – 28 845 958 28 845 958Short-term benefits – 2 181 293 2 181 293Fixed remuneration – 31 027 251 35 129 832Performance bonus – 6 030 345 6 030 345Share-based payment expense 15 221 572 270 1587 491

Total non-executive and directors – Parent and subsidiary companies 4 117 802 37 629 866 41 747 668


The directors’ remuneration disclosed in the note above details the total remuneration paid to the directors and includes amounts paid by the parent company itself and, in instances where executive directors are employed by a subsidiary company, the remuneration paid by the subsidiary. The amounts disclosed include performance bonuses in respect of the 2014 financial year which were paid in 2014 and as detailed above.

Year ended 30 April

PAGE | 89


90 | PAGE

2015Pula

2014Pula

17. RELATED PARTY DISCLOSURES (continued)Remuneration paid to key management personnelSalary 10 877 568 9 290 237

Short-term benefits 1 641 798 763 359

Fixed remuneration 12 519 366 10 053 596

Performance bonus 2 433 837 3 102 421

Share-based payment expense 112 067 165 039

15 065 270 13 321 056

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

Country Company

Number ofemployees

2015

Number ofemployees

2014

Botswana Imara Holdings Limited 1 1

Mauritius Imara Trust Company (Mauritius) Limited 2 2

South Africa Imara SP Reid Proprietary Limited – 2

South Africa Imara Capital South Africa Proprietary Limited 1 1

Zimbabwe Imara Capital Zimbabwe (Private) Limited 3 3

Zimbabwe Imara Asset Management Limited – BVI 1 1

United Kingdom Imara Asset Management (UK) Limited 1 –

9 10

Group2015Pula

Group2014Pula

Company2015Pula

Company2014Pula

18. FIXED DEPOSIT – INVESTMENTCash deposit 538 515 – – –

The fixed deposit is pledged to FirstRand Bank Limited in support of the bank guarantee issued by FirstRand Bank Limited to Growthpoint Limited, in lieu of a rental deposit. The bank guarantee will expire on 31 May 2017 and the company would have access to the cash deposit thereafter. The cash deposit earns interest at 7.35% per annum.

Year ended 30 April

Year ended 30 April

Year ended 30 April



PAGE | 91


Group2015Pula

Group2014Pula

Company2015Pula

Company2014Pula

19. LISTED TRADING SECURITIESFinancial assets at fair value through profit or lossListed traded securities 1 547 551 3 049 006 – –

Financial liabilities at fair value through profit 0r lossListed traded securities – sold short – 464 382 – –

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

20. TRADE AND OTHER RECEIVABLESTrade receivables (net of impairment charges) 12 478 865 18 635 367 – –

Amounts receivable – broking activities 61 423 415 97 744 768 – –

Collateral deposits against scrip lending – 51 450 218 – –

Amounts receivable – carry accounts – 45 247 885 – –

Sundry receivables 7 808 132 11 664 602 1 129 418 1 395 545

Related party receivables (note 17) 139 – – –

81 710 551 224 742 840 1 129 418 1 395 545

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

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

Collateral deposits against scrip lending relate to the operations of Imara SP Reid Proprietary Limited, whose operations were classified as non-current assets held for sale in the current reporting period. These collateral attracted interest on a floating rate basis at a rate of 5.30% in 2014. The repayment period for amounts due in respect of certain collateral deposits against scrip lending are contract specific. The repayment periods range from one day to 12 months. None of these balances were past due at year end.

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

Loans receivable, in respect of carry accounts also relate to the operations of Imara SP Reid Proprietary Limited, whose operations were classified as non-current assets held for sale in the current reporting period. Loans receivable in respect of carry accounts are due on demand and attracted interest at floating interest rates of between 8.00% and 12.00% in 2014.

Financial assets pledged as collateral

The Group had, in 2014, pledged cash amounting to P51 450 218 as collateral for scrip lending transactions. No other financial assets have been pledged as collateral for financial liabilities or contingent liabilities.

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

Year ended 30 April

PAGE | 91


92 | PAGE

20. TRADE AND OTHER RECEIVABLES (continued)GROUP

PulaLess than

30 days31 to

60 days61 to

90 days91 to

120 days

More than

120 daysNot

classified Total

Trade receivables 6 457 344 3 035 900 312 593 1 548 370 3 280 147 – 14 634 354

Impairment charges – – – – (2 155 489) – (2 155 489)

Trade receivables (net) 6 457 344 3 035 900 312 593 1 548 370 1 124 658 – 12 478 865

Other receivables – – – – – –

6 457 344 3 035 900 312 593 1 548 370 1 124 658 – 12 478 865

PulaLess than

30 days31 to

60 days61 to

90 days91 to

120 days

More than

120 daysNot

classified Total

Trade receivables 14 094 937 506 848 365 895 661 476 1 466 930 1 539 281 18 635 367Other receivables 969 650 841 642 2 691 517 4 700 305 2 136 798 324 689 11 664 601

15 064 587 1 348 490 3 057 412 5 361 781 3 603 728 1 863 970 30 299 968Not classified* – – – – – – 194 442 872

15 064 587 1 348 490 3 057 412 5 361 781 3 603 728 1 863 970 224 742 840

Note:* Not classified items relate to amounts receivable in respect of broking activities, carry accounts and collateralised scrip lending at Imara SP Reid Proprietary Limited. The JSE Broker/Dealer system used for recording these broking activities does not have the functionality to allow for these amounts to be aged.No other class of financial assets are past due as at the reporting date.

COMPANY

PulaLess than

30 days31 to

60 days61 to

90 days91 to

120 days

More than

120 daysNot

classified Total

Other receivables 92 370 166 098 245 692 341 125 284 133 – 1 129 418

PulaLess than

30 days31 to

60 days61 to

90 days91 to

120 days

More than

120 daysNot

classified Total

Other receivables 166 105 539 825 332 209 166 104 191 302 – 1 395 545

2015

Past due but not impaired

2015

Past due but not impaired

2014Past due but not impaired

Year ended 30 April

Year ended 30 April



PAGE | 93


20. TRADE AND OTHER RECEIVABLES (continued)

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

Movements in the provision for past due trade receivables and sundry receivables were as follows:

Group Company

Individuallyimpaired

Pula

Collectivelyimpaired

PulaTotalPula

Individuallyimpaired

Pula

Collectivelyimpaired

PulaTotalPula

At 30 April 2013 2 790 207 433 667 3 223 874 – – –Charge for the year 2 707 533 (169 006) 2 538 527 – – –Utilised (169 370) – (169 370) – – –

At 30 April 2014 5 328 371 264 661 5 593 032 – – –

Charge for the year:

Trade receivables 2 173 089 (17 600) 2 155 489 – – –

Other 563 072 – 563 072 – – –

Utilised (4 816 103) – (4 816 103) – – –

At 30 April 2015 3 248 429 247 061 3 495 490 – – –

Group2015Pula

Group2014Pula

Company2015Pula

Company2014Pula

21. CASH AND CASH EQUIVALENTSCash on hand and at bank 39 525 220 63 444 789 22 534 161 19 717 353

Short-term deposits 30 632 977 20 307 623 121 240 –

70 158 197 83 752 412 22 655 401 19 717 353

For purposes of the statement of cash flows, cash and cash equivalents comprise the following:Cash and cash equivalents – per above 70 158 197 83 752 412 22 655 401 19 717 353

70 158 197 83 752 412 22 655 401 19 717 353

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

Rand call deposits bear interest, linked to prime, of between 1.00% and 6.37% per annum (2014: 1.00% and 5.75%).

Short-term deposits held with African Alliance and Stanbic Investment Management Services Proprietary Limited, have effective returns of between 4.63% and 7.54% per annum (2014: 4.00% and 5.99%).

Foreign bank balances attracted no interest during the current and prior year.

The group’s cash which has been identified as not being immediately required for operational purposes is invested in foreign currency denominated accounts in Mauritius. The foreign currencies held include Swiss Franc (CHF), United States dollars (USD), Sterling (GBP) and Euro (EUR).

As at 30 April

PAGE | 93


94 | PAGE

Group2015Pula

Group2014Pula

Company2015Pula

Company2014Pula

22. TAX REFUNDABLEImara SP Reid Proprietary Limited – 693 251 – –

Imara Asset Management South Africa Proprietary Limited 139 654 64 049 – –

Imara Trust Company (Mauritius) Limited 22 538 43 975 – –

162 192 801 275 – –

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

Company2015

Number

Company2014

Number

23. STATED CAPITALAuthorised share capital: 200 000 000 ordinary shares of no par value

Ordinary sharesAs at 30 April

Reconciliation of the number of ordinary shares in issueIn issue at beginning of the year 59 151 801 59 151 801

Shares issued – Under the share options scheme 267 500 –

In issue at end of the year 59 419 301 59 151 801

Company2015Pula

Company2014Pula

Issued capital – ordinary sharesBalance at beginning of year 50 931 011 50 931 011

Shares issued – Under the share options scheme 558 150 –

Balance at end of year 51 489 161 50 931 011

Notes relating to issued capital

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

The unissued ordinary shares are under the control of the directors.

As at 30 April

As at 30 April

As at 30 April



PAGE | 95


Group2015Pula

Group2014Pula

Company2015Pula

Company2014Pula

24. RETIREMENT BENEFIT OBLIGATIONS – LONG TERMRetirement benefit obligations (see note below) 761 541 1 197 019 – –

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

The assumptions used in determining the retirement benefit obligation are detailed below:

2015%

2014%

Discount rate 7 10

Future salary increases 5 10

Employees will remain in service until the retirement age;

No gratuity is payable when an employee resigns or dies before attaining the retirement age; and

Any gratuity accrued in respect of an employee who resigns or dies are written back to profit or loss.

Demographic assumptions

Withdrawal before retirement

Mortality before retirement

Average retirement age

5% per annum to age 40 and reducing to nil after the age of 45;

A 1967/70 (2) Ultimate; and

65 years.

A quantitative sensitivity analysis for significant assumptions is shown below:

2015

1.00% increase

Pula

1.00%decrease

Pula

0.50%increase

Pula

0.50%decrease

Pula

Impact on retirement obligations (173 516) 134 956 171 173 (150 930)

2014

0.50% increase

Pula

0.50%decrease

Pula

0.50%increase

Pula

0.50%decrease

Pula

Impact on retirement obligations (135 175) 154 700 153 955 (135 748)

As at 30 April

As at 30 April

Discount rate Future salary increases

Future salary increasesDiscount rate

PAGE | 95


96 | PAGE

2015 2014

24. RETIREMENT BENEFIT OBLIGATIONS – LONG TERM (continued)Balance at the beginning of the year 1 197 019 535 205

Exchange rate adjustment in opening balance 133 894 –

Adjusted balance at the beginning of the year 1 330 913 535 205

Adjustment arising from changes in retirement policy – 259 929

Service cost – 102 195

Net interest 48 199 31 108

Amount included in profit or loss 48 199 133 303

Actuarial changes arising from changes in financial assumptions (617 571) (525 798)

Experience adjustment – 794 380

Amount included in other comprehensive income (617 571) 268 582

Balance at the end of the year 761 541 1 197 019

Group2015Pula

Group2014Pula

Company2015Pula

Company2014Pula

25. TRADE AND OTHER PAYABLESTrade payables 7 448 389 15 024 889 – –

Amounts payable in respect of broking activities 66 686 473 142 436 765 – –

Other payables 12 554 448 16 063 155 1 873 723 151 643

Accruals 12 106 411 12 785 564 3 090 235 2 882 435

Related party payables (note 17) 180 256 51 816 212 389 –

98 975 977 186 362 189 5 176 347 3 034 078

Trade payables are non-interest-bearing and are normally settled on 30- to 60-day terms.

Amounts payable in respect of broking activities are non-interest-bearing and are settled within five days of the transaction date.

Other payables are non-interest-bearing and have average terms of between 30 and 60 days.

As at 30 April

Group2015Pula

Group2014Pula

26. FUNDS UNDER MANAGEMENTFunds under management – group companies 5 406 794 597 5 024 347 059

Group2015USD

Group2014USD

Funds under management – group companies (USD equivalent) 561 046 225 579 501 675

The group provides asset management and unit trust services to pension funds, trusts, institutions, companies and individuals, whereby it holds, places and manages funds on behalf of clients. The group receives management fees for providing these services. Funds under management are not assets of the group and are not recognised in the Statement of Financial Position. The group is not exposed to any credit risk relating to funds under management.

As at 30 April

As at 30 April



PAGE | 97


27. COMMITMENTS AND CONTINGENCIES Operating lease commitmentsOperating leases – Company as lessee

The group has entered into commercial lease agreements in relation to office premises in Botswana, Mauritius, South Africa and Zimbabwe.

The Botswana lease, in respect of premises situated in the new Central Business District of Gaborone, has a remaining lease term of 31 months and expires on 30 November 2017. The lease agreement is renewable for a further five years on terms to be mutually agreed between tenant and landlord and provides for an annual escalation of rentals of 7.50%.

The premises in Mauritius comprise three separate office suites, situated in Ebene, Cybercity, each of which has its own lease agreement. Two of the lease agreements commenced on 1 September 2013, and expire on 31 August 2016. The other lease agreement commenced on 1 October 2013 and expires on 30 September 2016. All of the lease agreements provide for a 5% rental escalation, on the lease anniversary date and are renewable for a further three years on terms to be mutually agreed between tenant and landlord.

The South African company, Imara Capital South Africa Proprietary Limited, and its subsidiary company Imara SP Reid Proprietary Limited have entered into lease agreements in respect of office premises situated in Illovo and the central business district of Johannesburg, respectively. The leases both have an annual rental escalation of 9% and have remaining lease terms of 22 and 31 months respectively. Neither of the lease agreements are renewable.

The Zimbabwe lease, in respect of premises situated in Eastlea, Harare, expired on 31 December 2014. At the reporting date negotiations for an extension of the lease where in progress but had not been concluded.

Future minimum rentals payable under non-cancellable operating leases are as follows:

Group2015Pula

Group2014Pula

Company2015Pula

Company2014Pula

Within one year 4 745 419 4 506 988 670 424 623 651

After one year but not more than five years 3 678 552 7 447 575 1 158 954 1 829 378

8 423 971 11 954 563 1 829 378 2 453 029

Operating leases – Company as lessor

The group has entered into commercial property sub-lease agreements in relation to the rental of office space in both Botswana and South Africa. The sub-lease agreements are with subsidiary companies. These non-cancellable leases are on terms similar to the head lease agreement, and have remaining terms of 43 months in relation to Botswana and 34 months in relation to South Africa. The lease agreements include a clause allowing for an upward revision of the rental charge on an annual basis.

Future minimum rentals receivable under non-cancellable operating leases are as follows:

Company2015Pula

Company2014Pula

Within one year 369 277 341 718

After one year but not more than five years 638 364 1 009 436

1 007 641 1 351 154

No disclosure has been made in respect of the financial impact of the sub-lease agreements for subsidiary companies, as on a group consolidated basis the financial amounts are eliminated.

As at 30 April

As at 30 April

PAGE | 97


98 | PAGE

27. COMMITMENTS AND CONTINGENCIES (continued)Capital commitments

At 30 April 2015 and 2014 the group has the following capital commitments:

2015Pula

2014Pula

Imara Securities Angola SVM Limitada – see note below 963 976 867 009

Capital expenditure authorised in the April 2016 budgets but not yet committed 2 371 107 593 400

Imara Securities Angola SVM Limitada

Imara Securities Angola SVM Limitada is an Angolan registered company in the process of formation. Registration formalities can only be concluded once a stockbroking licence for the new entity has been issued. A new licence application is currently being made to the Angolan Authorities. In terms of a Shareholders Agreement, Imara Holdings Limited has the right to subscribe for 50% of the issued share capital of the company upon formation. The minimum capital requirement for a stockbroking company in Angola was originally set at US$500 000 but was reduced to US$200 000 in 2012 – 2013. The capital commitment reflected above represents Imara’s 50% share of this capitalisation.

28. SHARE-BASED PAYMENTS Share-based payment plan

The share option scheme introduced by the company in its 2005 financial year is defined as an “equity settled scheme”. Under the scheme share options are granted to directors and employees with more than 12 months service. In terms of the scheme, up to 10% of the issued share capital of the company at any one time is available to the directors to grant share options. Minor modifications were made to the scheme in 2006 in order to ensure compliance with the requirements of the Botswana Stock Exchange, ahead of the company’s listing.

The exercise price of the options is equal to the market price of the shares on the date of grant. The exercise period for each option is five years. One-third of the options granted vest in each financial year, provided that the grantee is still in the employ of the company, and performance criteria are not taken into account. The full price of any option granted, must be settled in cash before shares are allotted.

The share option scheme will expire when all the shares set aside for the scheme have been allotted and paid for, or on 11 October 2015 whichever occurs sooner.

Options granted during the current and prior year are as follows:

Grant date

Expiry date

Number ofoptions

Option pricePula

As at 30 April 2015 Nil Nil Nil NilAs at 30 April 2014 18 July 2013 17 July 2018 1 497 000 1.98

The range of exercise prices for options outstanding at the end of the year was P1.98 to P4.25 (2014: P21.98 to P4.25).

As at 30 April



PAGE | 99


28. SHARE-BASED PAYMENTS (continued)

The expense recognised during the year in respect of services received and the apportionment of this cost to operating companies within the group is as follows:

2015Pula

2014Pula

Imara Holdings Limited 68 394 192 556

Imara Asset Management South Africa Proprietary Limited 90 697 136 887

Imara Asset Management Limited – BVI 137 151 218 953

Imara Botswana Limited 75 815 131 319

Imara Capital South Africa Proprietary Limited 20 921 36 495

Imara SP Reid Proprietary Limited – 252 289

Imara Capital Zimbabwe (Private) Limited 32 291 42 234

Imara Capital Securities Proprietary Limited 5 762 7 536

Imara Trust Company (Mauritius) Limited 4 551 5 963

435 582 1 024 222

2015Number

2014Number

2015WAEP

2014WAEP

Outstanding – beginning of year 4 709 833 3 480 333 2.89324 2.44526

Granted during the year – 1 497 000 – 1.98000

Forfeited during the year (1 084 500) (87 500) 3.01923 2.83028

Lapsed during the year (546 833) (180 000) 4.05000 12.5000

Exercised during the year (267 500) – 2.08654 –

Outstanding and exercisable – end of the year 2 811 000 4 709 833 2.69637 2.89324

As no share options were granted during the current year, there was no need to carry out a binomial valuation in 2015. The table below lists the inputs to the binomial valuation model used for the prior year.

2015 2014

Dividend yield (%) Nil 3.41

Expected volatility (%) Nil 35.73

Risk free interest rate (%) Nil 5.69

Weighted average share price – exercisable options (Pula) Nil 2.893241

Expected volatility is a measure of the expected price fluctuations of the underlying share. As the Imara share was not publicly quoted at certain of the grant dates, and has only been listed since 4 October 2006, reliable historical trading data relating to the share is not available. Volatility has therefore been determined by reference to listed companies, which could be regarded as proxies for Imara Holdings Limited. Expected volatility reflects the assumption that historical volatility is indicative of future trends, which may not necessarily be the actual outcome.

PAGE | 99


100 | PAGE

29. FINANCIAL INSTRUMENTS The information detailed in the note below includes Imara SP Reid Proprietary Limited (ISPR). This subsidiary was re-classified in the current reporting period and shown as “held for sale”. The financial instruments information relating to ISPR are shown separately in note 30.

The tables below summarise the classification of the group’s financial instruments:

AFVTPL*Pula

Available-for-sale

financialinstru-ments

Pula

Financialliabilities at

amortised costPula

Non-financial

instru-ments**

Pula

Loan and

recei-vables

PulaTotalPula

As at 30 April 2015ASSETSAvailable-for-sale financial instruments – 6 890 069 – – 6 890 069

Listed traded securities 1 547 551 – – – 1 547 551

Trade and other receivables – – – – 81 710 551 81 710 551

Cash and cash equivalents – – – – 70 158 197 70 158 197

Fixed deposit – – 538 515 538 515

1 547 551 6 890 069 – – 152 407 263 160 844 883

LIABILITIESInterest-bearing borrowings – long term – – – – – –

Interest-bearing borrowings – short term – – – – – –

Listed trading securities – sold short – – – – – –

Trade and other payables – – 86 869 566 12 106 411 – 98 975 977

– – 86 869 566 12 106 411 – 98 975 977

As at 30 April 2014ASSETSAvailable-for-sale financial instruments – 10 608 807 – – – 10 608 807Listed traded securities 3 049 006 – – – – 3 049 006Trade and other receivables – – – – 224 742 840 224 742 840Cash and cash equivalents – – – – 83 752 412 83 752 412

3 049 006 10 608 807 – – 308 495 252 322 153 065

LIABILITIESInterest-bearing borrowings – long term – – – – – –Interest-bearing borrowings – short term – – – – – –Listed trading securities – sold short 464 382 – – – – 464 382Trade and other payables – – 184 021 841 2 340 348 – 186 362 189

464 382 – 184 021 841 2 340 348 – 186 826 571

Notes: *Financial instruments classified as trading securities are designated at fair value through profit or loss.

**Amounts disclosed as non -financial instruments relate to value added, withholding and pay as you earn taxes.



PAGE | 101


29. FINANCIAL INSTRUMENTS (continued)

The tables below summarise the classification of the company’s financial instruments:

2015

Available-for-sale

financialinstruments

Pula


amortised costPula

Non-financial

instruments**Pula

Loan andreceivables

PulaTotalPula

ASSETSAvailable-for-sale financial instruments 1 537 673 – – 1 537 673

Account receivable – group companies – – – 38 956 500 38 956 500

Trade and other receivables – – – 1 129 418 1 129 418

Cash and cash equivalents – – – 22 655 401 22 655 401

1 537 673 – – 62 741 319 64 278 992

LIABILITIESAccounts payables – group companies – 66 946 990 – – 66 946 990

Trade and other payables – 2 086 112 3 090 235 – 5 176 347

– 69 033 102 3 090 235 – 72 123 337

2014Available-

for-salefinancial

instrumentsPula


amortised costPula

Non-financial

instruments**Pula

Loan andreceivables

PulaTotalPula

ASSETSAvailable-for-sale financial instruments – 1 639 049 – – 1 639 049Account receivable – group companies – – – 46 959 047 46 959 047Trade and other receivables – – – 1 395 545 1 395 545Cash and cash equivalents – – – 19 717 353 19 717 353

– 1 639 049 – 68 071 945 69 710 994

LIABILITIESAccounts payables – group companies – 53 319 168 – – 53 319 168Trade and other payables – 203 459 2 830 619 – 3 034 078

– 53 522 637 2 830 619 – 56 353 246

Notes: *Financial instruments classified as trading securities are designated at fair value through profit or loss.

** Amounts disclosed as non -financial instruments relate to value added, withholding and pay as you earn taxes.

As at 30 April

As at 30 April

PAGE | 101


102 | PAGE


The table below summarises by class of financial instruments, the net gains and losses, relating to these instruments.

Interest received

Pula

Interest paidPula

Fair valuemovement

Pula

Impairmentlosses

PulaTotalPula

As at 30 April 2015GROUPLoans and receivables 7 493 889 – – – 7 493 889

Financial assets held at fair value through profit or loss – – 887 246 – 887 246

Financial liabilities at amortised cost – (7 357) – (7 357)

Total 7 493 889 (7 357) 887 246 – 8 373 778

As at 30 April 2014GROUPLoans and receivables 6 241 591 – – – 6 241 591Financial assets held at fair value through profit or loss – – 199 334 – 199 334Financial liabilities at amortised cost – (1 151 579) – (1 151 579)

Total 6 241 591 (1 151 579) 199 334 – 5 289 346

As at 30 April 2015COMPANYLoans and receivables 2 944 124 – – – 2 944 124

Financial liabilities at amortised cost – (3 846 126) – – (3 846 126)

Total 2 944 124 (3 846 126) – – (902 002)

As at 30 April 2014COMPANYLoans and receivables 3 645 240 – – – 3 645 240Financial liabilities at amortised cost – (3 015 697) – – (3 015 697)

Total 3 645 240 (3 015 697) – – 629 543

Financial risk management objectives and policies

The group’s principal financial instruments are detailed in the table above. The main purpose of these financial instruments is to finance the group’s operations.

The main risks arising from the group’s financial instruments are credit risk, equity price risk, interest rate risk, foreign currency risk, liquidity risk and securities exchange trading risk.

Credit risk

Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract resulting in a financial loss.

The group’s policy is to trade only with recognised and creditworthy third parties. All customers who wish to trade on credit terms are subject to credit vetting and “know your customer” procedures before any credit is extended.

With respect to credit risk arising from the other financial assets of the group, comprising cash and cash equivalents and trade and other receivables, the group’s exposure to credit risk arises from default of the other party, with a maximum exposure equal to the carrying amount of these instruments. There are no significant concentrations of credit risk.



PAGE | 103


29. FINANCIAL INSTRUMENTS (continued)Equity price risk

Equity price risk is the risk that the fair value of equity instruments will decrease as a result of changes in the levels of equity indices and the value of individual stocks. The equity price risk exposure arises from the group’s available-for-sale financial assets and listed trading securities. The sensitivities are calculated by multiplying year end balances by reasonable possible changes in indices.

Equity price risk is managed by setting and monitoring exposure limits on a geographical, sectorial and individual equity basis, by monitoring equity risk exposure on a daily basis and by holding primarily liquid stocks which can be readily traded.

The effect on equity as a result of a change in the fair value of listed trading securities due to a reasonably possible change in the Botswana Stock Exchange, Johannesburg Stock Exchange, Nigerian Stock Exchange and Zimbabwe Stock Exchange All Share Index, with all other variables held constant, is as follows:

Group 2015 Group 2014

Change inequity price

%

Effect on profit

before taxPula


%

Effect on profit

before taxPula

Available-for-sale financial assetsMarket indicesBotswana Stock Exchange 10 8 668 10 8 668

Johannesburg Stock Exchange 10 – 10 474 170

Nigeria Stock Exchange 10 339 320 10 383 565

Zimbabwe Stock Exchange 10 1 531 10 1 538

Market indicesBotswana Stock Exchange (15) (13 002) (15) (13 002)

Johannesburg Stock Exchange (15) – (15) –

Nigeria Stock Exchange (15) (508 979) (15) (575 347)

Zimbabwe Stock Exchange (15) (2 296) (15) (2 307)

The effect on equity as a result of a change in the fair value of listed trading securities due to a reasonably possible change in the Botswana Stock Exchange, Johannesburg Stock Exchange, Nigerian Stock Exchange and Zimbabwe Stock Exchange All Share Index, with all other variables held constant, is as follows:

Company 2015 Company 2014


%

Effect on profitbefore tax

Pula


%

Effect on profitbefore tax

Pula

Assets and liabilities held at fair value through profit or loss – (Listed trading securities)Market indicesBotswana Stock Exchange 10 – 10 –

Johannesburg Stock Exchange 10 – 10 258 462

Nigeria Stock Exchange 10 – 10 –

Zimbabwe Stock Exchange 10 – 10 –

Market indicesBotswana Stock Exchange (15) – (15) –

Johannesburg Stock Exchange (15) – (15) (387 694)

Nigeria Stock Exchange (15) – (15) –

Zimbabwe Stock Exchange (15) (2 296) (15) (2 307)

PAGE | 103


104 | PAGE

29. FINANCIAL INSTRUMENTS (continued)Interest rate risk

The group’s exposure to market risk for changes in interest rates, relate primarily to its bank and cash balances, collateral deposits against scrip lending and loans receivable on carry accounts. The group’s policy is to manage interest receivable through a mix of demand and short-term investment products using both fixed and variable rates.

The company’s exposure to market risk for changes in interest rates, relate primarily to its bank and cash balances.

The group has only limited interest-bearing borrowings. Its policy to manage interest payable is by using a mix of demand and short-term borrowings, and also a mix of fixed and variable interest rates. Demand borrowings, such as bank overdrafts, are managed on a daily basis and are repaid whenever the group has surplus operational cash resources. The parameters for managing the mix between demand and short-term borrowings, and between fixed rate and variable rate debt have not been formalised into a group policy.

Interest rate risk table

The following table demonstrates the sensitivity to a reasonably possible change in interest rates on the group’s profit after tax (through the impact of variable rate call deposits), with all other variables held constant.

% increase

Effect on profit

before tax2015

Effect onprofit

before tax2014

GROUP 0.25 77 929 122 868

0.50 155 857 245 737

COMPANY 0.25 303 4 647

0.75 606 9 293



PAGE | 105


29. FINANCIAL INSTRUMENTS (continued)Foreign currency risk

As a result of the investment in subsidiary company operations in British Virgin Islands, Mauritius, South Africa and the United Kingdom, and investments in associate companies in Malawi and Zimbabwe, the group’s Statement of Financial Position can be affected by movements in the USD/Pula, Rand/Pula, USD/Rand and Sterling/Pula exchange rates. The Statement of Financial Position items which are most susceptible to foreign currency risk are “Cash and cash equivalents” and “Group company receivables and payables”. The group also has transactional currency exposures which occur in the normal course of business. Such exposures arise from sales or purchase by an operating unit in currencies other than the unit’s measurement currency. Steps have been taken during the current financial year to formalise the management of foreign currency risk through the formation of a FX Committee and the issuance of a draft foreign currency risk management policy. The terms of reference of the FX Committee and the foreign currency risk management policy document are both subject to ongoing review and refinement. Cash and cash equivalents which are surplus to operational working capital requirements are actively managed and invested in a mix of foreign currencies comprising Pula, Rand, USD and Sterling. Intra-group loans are settled as and when cash flows permit and are reviewed monthly.

The following table demonstrates the sensitivity to a reasonably possible change in the Rand, USD and Sterling exchange rates with the Pula, with all other variables held constant, on the group’s profit before tax (due to changes in the fair value of monetary assets and liabilities) and the group’s equity.

Euro (EUR) United States Dollars (USD) Pounds Sterling (GBP)

Increase/(decrease)

in ex-change

rate

Effect onprofit

beforetax

Increase/(decrease)

in ex-change

rate

Effect onprofit

beforetax

Increase/(decrease)

in ex-change

rate

Effect onprofit

beforetax

GROUP2015 7.0% 181 573 7.0% 783 170 2.5% 248 285

(3.0%) (99 040) (3.0%) (469 902) (1.25%) (124 142)

2014 7.0% 506 938 7.0% 212 969 2.5% 112 744(3.0%) (276 512) (3.0%) (127 781) (1.25%) (56 372)

COMPANY2015 7.0% 231 093 7.0% 607 177 2.5% 248 285

(3.0%) (99 040) (3.0%) (260 219) (1.25%) (124 142)

2014 7.0% 645 194 7.0% 275 580 2.5% 112 744(3.0%) (276 512) (3.0%) (118 106) (1.25%) (56 372)

The following table demonstrates the sensitivity to a reasonably possible change in the Rand and USD exchange rates with the Pula, with all other variables held constant, on the group’s equity. The exchange rate risk arises primarily from intra-group loans that are treated as a part of the net investment in subsidiary and any exchange rate differences are taken to equity.

Rand (ZAR) United States Dollars (USD)

Increase/(decrease)

in ex-change

rate

Effect on equity

2015

Effect on equity

2014

Increase/(decrease)

in ex-change

rate

Effect on equity

2015

Effect on equity

2014

GROUP 2.5% 9 510 53 660 2.5% 106 447 74 170

(1.25%) (4 755) (26 830) (1.25%) (43 340) (31 787)

PAGE | 105


106 | PAGE

29. FINANCIAL INSTRUMENTS (continued)Liquidity risk

The group’s objective is to maintain a balance between continuity of funding and flexibility through the use of overdrafts, bank loans, finance leases and hire purchase contracts.

The table below summarises the maturity profile of the group’s financial liabilities at 30 April 2015 and 2014, based on contractual undiscounted payments.

On demand

Pula

Less than 3 months

Pula

3 to12 months

Pula

1 to5 years

Pula

More than5 years

PulaTotalPula

GROUPAt 30 April 2015Interest-bearing loans and borrowings – long term – – – – – –

Interest-bearing loans and borrowing – short term – – – – – –

Trade and other payables – 86 869 566 – – – 86 869 566

– 86 869 566 – – – 86 869 566

At 30 April 2014Interest-bearing loans and borrowings – long term – – – – – –Interest-bearing loans and borrowing – short term – – – – – –Trade and other payables – 184 021 841 – – – 184 021 841

– 184 021 841 – – – 184 021 841

The table below summarises the maturity profile of the company’s financial liabilities at 30 April 2015 and 2014, based on contractual undiscounted payments.

On demand

Pula

Less than 3 months

Pula

3 to12 months

Pula

1 to5 years

Pula

More than5 years

PulaTotalPula

COMPANYAt 30 April 2015Accounts payable – Group companies 66 946 990 66 946 990

Trade and other payables – 5 176 347 – – – 5 176 347

– 5 176 347 – – 66 946 990 72 123 337

At 30 April 2014Accounts payable – Group companies 53 319 168 53 319 168Trade and other payables – 3 034 078 – – – 3 034 078

– 3 034 078 – – 53 319 168 56 353 246



PAGE | 107


29. FINANCIAL INSTRUMENTS (continued)Accounts payable – Group

Accounts payable – Group have no fixed repayment terms. For the purposes on the maturity profile above, it is however assumed that payments will be classified as being due after more than five years.

Securities exchange trading risk

Companies in the group periodically short the market and are therefore exposed to short-term fluctuations in the market prices of the securities shorted. Trading risk management is based on the principle that dealer and trading limits are in place, trading risks are properly identified, measured, reported and monitored on a daily basis.

Capital management

For the purpose of the group’s capital management, capital includes issued capital, share premium and all other equity reserves attributable to the equity holders of the parent. The primary objective of the group’s capital management is to maximise shareholder value.

The group itself is not subject to any statutory or regulatory capital adequacy or liquidity prudential controls. A key objective of the group’s capital management is however to ensure that it maintains prudent capital and gearing ratios in order to support its business and maximise shareholder value. In cases where subsidiary companies are subject to regulatory capital adequacy or liquidity prudential controls the group’s policy is to ensure, through its internal reporting systems, that such controls are adhered to at all times or are reported on an exception basis.

The Stockbroking Division is subject to capital adequacy and liquidity controls imposed by the regulators and stock exchanges in the jurisdictions where they are licensed to operate. Responsibility for compliance with the prescribed capital and liquidity ratios is delegated to the respective Risk and Compliance Committees, which meet on a regular basis.

The individually regulated companies within the group have complied with all externally imposed requirements throughout the year.

The group manages its capital structure and makes adjustments to it in light of changes in economic conditions. To maintain or adjust the capital structure, the group may capitalise intra-group loan accounts, adjust the dividend payments to shareholders, offer scrip in lieu of dividends, buy back its shares, issue new shares, adjust gearing ratios or negotiate borrowings. The group’s capital management is measured monthly against a selected range of industry benchmarks.

Capital comprises equity attributable to the shareholders of the parent company.

No material changes were made to the objectives or policies relating to the management of capital during the year.

Net fair values

Financial instruments at fair value are either priced with reference to a quoted market price for that instrument or by using a valuation model. Where a valuation model is used, the methodology is to calculate the expected cash flows for the specific financial instrument and then discount these values back to a present value.

The fair value of long-term loans are estimated using discounted cash flows applying appropriate market rates.

The carrying amounts of trade and other receivables, cash and cash equivalents, trade and other payables approximate their fair value due to the short-term nature of the instruments.

PAGE | 107


108 | PAGE


Set out in the table below is a comparison by category of carrying amounts and fair values of financial instruments for the group.

Carrying amount Fair value

Group2015Pula

Group2014Pula

Group2015Pula

Group2014Pula

GROUPFinancial assetsAvailable-for-sale-financial assets 6 890 069 10 608 807 6 890 069 10 608 807

Fixed deposit – investment 538 515 – 538 515 –

Trade and other receivables 81 710 551 224 742 840 81 710 551 224 742 840

Listed trading securities 1 547 551 3 049 006 1 547 551 3 049 006

Cash and cash equivalents 70 158 197 83 752 412 70 158 197 83 752 412

160 844 883 322 153 065 160 844 883 322 153 065

Financial liabilitiesTrade and other payables 98 975 980 186 362 189 98 975 980 186 362 189

Listed trading securities sold short – 464 382 – 464 382

98 975 980 186 826 571 98 975 980 186 826 571

Set out in the table below is a comparison by category of carrying amounts and fair values of financial instruments of the company.


Company2015Pula

Company2014Pula

Company2015Pula

Company2014Pula

COMPANYFinancial assetsAvailable-for-sale-financial assets 1 537 673 1 639 049 1 537 673 1 639 049



25 322 492 22 751 947 25 322 492 22 751 947




PAGE | 109


29. FINANCIAL INSTRUMENTS (continued) Determination of fair value and fair value hierarchy

The group uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:

Level 1: quoted prices in active markets for identical assets and liabilities;

Level 2: other techniques for which all inputs that have a significant effect on the recorded fair value are observable, either directly or indirectly.

Level 3: financial assets are those financial assets whose fair value is based on inputs for the asset or liability that are not based on observable market data.

The following table shows an analysis of financial instruments recorded at fair value by level of the fair value hierarchy:

2015

Level 1Group

Pula

Level 2Group

Pula

Level 3Group

Pula

TotalGroup

Pula

GROUPFinancial assetsAvailable-for-sale financial assets (note 16) 215 232 3 393 196 3 281 641 6 890 069

Listed trading securities (note 19) 1 547 551 – – 1 547 551

Total financial assets 1 762 783 3 393 196 3 281 641 8 437 620

Financial liabilitiesListed trading securities – sold short (note 19) – – – –

2014

GROUPFinancial assetsAvailable-for-sale financial assets (note 16) 5 038 865 3 835 648 1 734 294 10 608 807Listed trading securities (note 19) 3 049 006 – – 3 049 006Total financial assets 8 087 871 3 835 648 1 734 294 13 657 813

Financial liabilitiesListed trading securities – sold short (note 19) 464 382 – – –Total financial liabilities 464 382 – – –

As at 30 April

As at 30 April

PAGE | 109


110 | PAGE

29. FINANCIAL INSTRUMENTS (continued)2015

Level 1Group

Pula

Level 2Group

Pula

Level 3Group

Pula

TotalGroup

Pula

COMPANYFinancial assetsAvailable-for-sale financial assets (note 16) 15 306 139 002 1 383 365 1 537 673

2014

COMPANYFinancial assetsAvailable-for-sale financial assets (note 16) 15 383 139 002 1 484 664 1 639 049

Included in the Level 1 category are financial assets and liabilities that are measured in whole or in part by reference to published quotes in an active market. A financial instrument is regarded as quoted in an active market if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service or regulatory agency and those prices represent actual and regularly occurring market transactions on an arm’s length basis.

Level 2 financial assets comprise unlisted financial assets whose fair value is based on inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices). Level 2 financial assets comprise an investment in the Imara Nigeria Fund which is valued by the directors using appropriate observable valuation techniques.

Level 3 financial assets comprise unlisted financial assets whose fair value is not based on observable market data. The valuations are based on directors valuations which include reference to management accounts, anticipated business prospects including likely cash flows, and knowledge on the sectors in which the businesses operate. Level 3 investments include Angola Stock Exchange Securities, Botswana Stock Exchange Proprietary Rights, Leon Holdings Limited - Zimbabwe and the investment in Oryx Finance Limited (ordinary equity and preference shares), which are valued by the directors. Significant increases or decreases in the inputs to the measurement would not result in a significantly higher or lower fair value. There have been no transfers between Levels 1, 2 and 3 instruments in either reporting period.

Reconciliation of movement in Level 3 financial assets

Group2015Pula

Group2014Pula

Company2015Pula

Company2014Pula

Balance at the beginning of the year 1 734 294 350 929 1 623 666 240 301

Purchase of available-for-sale financial assets 1 556 474 1 383 365 – 1 383 365

Disposal of available-for-sale financial assets (101 299) – (101 299)

Transfer from investment in associate (note 15) 92 172 – –

Balance at the end of the year 3 281 641 1 734 294 1 522 367 1 623 666

As at 30 April

As at 30 April

As at 30 April



PAGE | 111


30. FINANCIAL INSTRUMENTS – IMARA SP REID PROPRIETARY LIMITED (HELD-FOR-SALE)The table below summarises the classification of the financial instruments of Imara SP Reid Proprietary Limited (ISPR) on a stand-alone basis. ISPR’s figures have also been included in the group’s consolidated financial instruments in note 29 above.

The descriptions detailed in the note 29 pertaining to risk, capital management and net fair values, and as listed below, also apply to ISPR and are therefore not repeated in this note:

Financial risk management and policies;

Credit risk;

Equity price risk;

Interest rate risk;

Foreign currency risk;

Liquidity risk;

Security exchange trading risk;

Capital management;

Net fair values; and

Determination of fair values and fair value hierarchy.

The amounts detailed in this note have been converted from Rand to Pula at the following exchange rates: 2015 – 0.81543 (Reciprocal rate 1.22634)

2014 – 0.81895 (Reciprocal rate 1.22108)

2015

Available-for-sale

financial assets

Pula

Fair value through profit

or loss*Pula

Loan payables and

receivablesPula

AssetsAvailable-for-sale financial assets 6 511 082 – –Listed trading securities held – 2 539 200 –Trade and other receivables – – 132 139 034Cash and cash equivalents – – 23 424 055Taxation refundable – – 225 292

6 511 082 2 539 200 155 788 381

LiabilitiesListed trading securities sold short – 64 –Trade and other payables – – 94 050 320

– 64 94 050 320

2014

AssetsAvailable-for-sale financial assets 4 741 704 – –Listed trading securities held – 2 176 672 –Trade and other receivables – – 194 261 238Cash and cash equivalents – – 19 432 898Taxation refundable – – 693 251

4 741 704 2 176 672 214 387 387

LiabilitiesListed trading securities sold short – 464 382 –Trade and other payables – – 155 951 664

– 464 382 155 951 664

Note:*Financial securities classified as trading securities are carried at fair value through profit or loss.

PAGE | 111


112 | PAGE

30. FINANCIAL INSTRUMENTS – IMARA SP REID PROPRIETARY LIMITED (HELD-FOR-SALE) (continued)Net gains/(losses)

The table below summaries by class of financial instruments, the net gains and losses relating to those financial instruments:

Interest received

Pula

Interest paidPula

Fair value movements

PulaTotalPula

Net gains/(losses) for the year ended 30 April 2015Loans and receivables 10 014 542 (716 928) – 9 297 614

Available-for-sale financial assets – – 1 789 716 1 789 716

Financial assets at fair value through profit or loss – – 392 822 392 822

10 014 542 (716 928) 2 182 538 11 480 152

Net gains/(losses) for the year ended 30 April 2014Loans and receivables 7 014 884 (1 122 528) – 5 892 356Available-for-sale financial assets – – 983 729 983 729Financial assets at fair value through profit or loss – – (166 512) (166 512)

7 014 884 (1 122 528) 817 217 6 709 573

Equity price risk

The effect on equity as a result of a change in the fair value of available-for-sale financial assets and listed trading securities due to a reasonably possible change in the Johannesburg Stock Exchange All Share Index (JAS ALSH), with other variables held constant, is as follows:

2015 2014

Change in equity price

Pula

Effect on equity value

Pula

Change in equity price

Pula

Effect on equity value

Pula

Market indexJSE ALSH 1.50% 106 875 5.00% 254 516

(6.00%) (427 505) (5.00%) (254 516)



PAGE | 113


30. FINANCIAL INSTRUMENTS – IMARA SP REID PROPRIETARY LIMITED (HELD-FOR-SALE) (continued)Interest rate risk

The following table demonstrates the sensitivity to a reasonably possible change in interest rates on the company’s profit after tax (through the impact of variable rate call deposits), with all other variables remaining constant.

2015 2014

Change in interest rates(basis points)

Effect on profit

before taxPula

Change in interest rates(basis points)

Effect on profit

before taxPula

50 basis points 448 995 50 basis points 580 655

25 basis points 224 498 (50) basis points (580 655)

Liquidity risk

The table below summarises the maturity profile of the company’s financial liabilities as at 30 April, based on contractual undiscounted payments:

2015

On demand

Pula

Less than30 days

Pula

3 to 12 months

Pula

1 to 5Years

Pula

More than 5 years

PulaTotalPula

At 30 April 2015Trade and other payables – 90 825 996 2 949 566 – – 93 775 562

2014On

demandPula

Less than30 days

Pula

3 to 12 months

Pula

1 to 5Years

Pula

More than 5 years

PulaTotalPula

At 30 April 2014Trade and other payables – 153 647 239 2 304 428 – – 156 951 667

PAGE | 113


114 | PAGE

30. FINANCIAL INSTRUMENTS – IMARA SP REID PROPRIETARY LIMITED (HELD-FOR-SALE) (continued)Foreign currency risk

The following table demonstrates the sensitivity to a reasonably possible change in exchange rates with all other variables held constant, on the company’s profit before tax (due to changes in the fair value of monetary assets and liabilities):

Effect of a 6% depre-

ciation2015Pula

Effect of a 1% appre-

ciation2015Pula

Effect of a 6% depre-

ciation2014Pula

Effect of a 1% appre-

ciation2014Pula

Australian Dollar 341 (57) 279 (279)

Botswana Pula 296 (49) 3 282 (3 282)

Brazilian Real 192 (32) 2 559 (2 559)

British Pound 27 (4) 2 476 (2 476)

CFA Franc 1 067 (178) 2 777 (2 777)

Egyptian Pound 1 086 (181) 2 (2)

Euro 89 (15) 233 (233)

Ghanaian Cedi 995 (166) – –

Hong Kong Dollar 189 (32) 24 (24)

Kenyan Shilling 1 325 (221) 785 (785)

Mauritius Rupee 4 (1) 2 019 (2 019)

Moroccan Dirham 4 123 (687) 2 015 (2 015)

Mozambique Metical 468 (78) 815 (815)

Nigeria Naira 2 232 (372) 3 666 (3 666)

Swedish Krona 179 (29) 176 (176)

Uganda Shilling 2 221 (370) 378 (378)

United States Dollar 54 361 (9 060) 112 321 (112 321)

Zambian Kwacha 34 (6) 30 780 (30 780)

69 229 (11 538) 164 587 (164 587)



PAGE | 115


30. FINANCIAL INSTRUMENTS – IMARA SP REID PROPRIETARY LIMITED (HELD-FOR-SALE) (continued)Net fair value

Set out in the table below is a comparison by category of carrying amounts and fair values of the company’s financial instruments:


2015Pula

2014Pula

2015Pula

2014Pula

Financial assetsAvailable-for-sale financial assets 6 511 082 4 741 704 6 511 082 4 741 704


Listed trading securities held 2 539 200 2 176 672 2 539 200 2 176 672


164 613 371 220 612 512 164 613 371 220 612 512


Listed trading securities sold short 64 464 382 64 464 382

94 050 384 156 416 046 94 050 384 156 416 046

Determination 0f fair value and fair value hierarchy

The table below shows an analysis of financial instruments recorded at fair value by level of their fair value hierarchy:

Level 1

2015 2014

Financial assetsAvailable-for-sale financial assets 6 511 082 4 741 704

Listed trading securities held 2 539 200 2 176 672

Total financial assets 9 050 281 6 918 376

Financial liabilitiesListed trading securities sold short 64 464 382

PAGE | 115


116 | PAGE

31. LETTERS OF GUARANTEE – PARENT COMPANY Imara Holdings Limited, the group parent company, has signed Letters of Guarantee for the benefit of the other creditors of a number of its subsidiaries, so much of their claims that would enable the claims of such creditors to be paid in full.

The Letters of Guarantee will remain in force and effect in respect of each subsidiary for which such an agreement has been given only so long as that subsidiary’s liabilities exceed its assets, fairly valued and shall lapse immediately upon that date.

32. EVENTS AFTER THE REPORTING PERIODImara Holdings Limited, acting through its subsidiaries Imara Capital South Africa Proprietary Limited and Imara Asset Management South Africa Proprietary Limited , concluded the sale of all of the issued shares of Imara SP Reid Proprietary Limited to MMI Strategic Investments Proprietary Limited on 12 June 2015, for a consideration of approximately P100 million before taxes, disbursements, and expenses (see note 8).

Save as disclosed above, there have been no events, facts or circumstances of a material nature that have occurred subsequent to the reporting date which necessitate an adjustment to the disclosure in these Annual Financial Statements or the notes thereto.

2015 2014 2013 2012 2011

33. FOREIGN CURRENCY TRANSLATION RATESPula: US Dollar 9.640 8.670 8.012 7.210 6.268

Pula: British Sterling 14.826 14.582 12.424 11.723 10.445

Pula: South African Rand 0.815 0.819 0.886 0.937 0.952

Pula: Kenya Shilling 0.100 0.098 0.094 0.091 0.074

Pula: Malawi Kwacha 0.0217 0.022 0.019 0.046 0.041

Pula: Mauritian Rupee 0.262 0.279 0.249 0.268 0.246

Pula: Zambia Kwacha 0.00192 0.00163 0.00150 0.00145 0.00131

Pula: Zambia Kwacha* 0.7745 0.73334 0.67106 – –

South African Rand: US Dollar 11.822 10.587 9.042 7.692 6.586

Reciprocal ratesUnited States Dollar: Pula 0.104 0.115 0.125 0.139 0.160

United States Dollar: Rand 0.085 0.094 0.111 0.130 0.152

British Sterling: Pula 0.067 0.069 0.080 0.085 0.096

South African Rand: Pula 1.226 1.221 1.129 1.067 1.051

Kenya Shilling: Pula 9.985 10.187 10.649 10.994 13.489

Malawi Kwacha: Pula 46.152 45.805 52.086 21.971 24.389

Mauritian Rupee: Pula 3.814 3.590 4.019 3.730 4.069

Zambia Kwacha: Pula 521.212 614.630 665.100 687.290 760.968

Zambia Kwacha: Pula* 1.29115 1.36363 1.14019 – –

Note:* On 1 January 2013 the Zambia Kwacha was re-based by a multiple of 1 000. The old currency translation rate for the Zambian Kwacha (pre re-basing) is still quoted and is included in the table above for completeness of the five-year comparatives.



PAGE | 117


SHAREHOLDERS’ INFORMATIONAS AT 30 APRIL 2015

IMARA HOLDINGS LIMITED TOP 20 SHAREHOLDERS

Rank Name Reference Country Total

shares held %

holding1. SCB Mauritius FWA Financial Limited Mauritius 12 995 522 21.872. Stanbic Nominees Botswana Justpoint Nominees South Africa 5 935 812 9.993. Anglo African Investment Management Limited United Kingdom 3 558 788 5.994. Imara SP Limited Mauritius 3 557 646 5.995. Fahris Limited Isle Of Man 3 374 766 5.686. CLPRS, as trustees H01947I United Kingdom 3 323 485 5.597. SCBN (Pty) Limited MAU 067/001 Mauritius 2 891 094 4.878. Stanbic Nominees Botswana BNYFO USA 2 819 195 4.749. Elsingham Investments Limited Guernsey 2 330 498 3.9210. Cannon Asset Management Limited AS United Kingdom 2 070 000 3.4811. Stanbic Nominees Botswana BNYFM USA 1 741 267 2.9312. Findlay James Anthony United Kingdom 1 318 930 2.2213. Ostrer Neil Mark United Kingdom 1 174 300 1.9814. Tatiana Investments Limited United Kingdom 1 061 869 1.7915. Stock Market Investments Limited France 1 028 006 1.7316. Pan African Holdings Limited BNYFM United Kingdom 945 276 1.5917. Aston Investments Limited United Kingdom 883 617 1.4918. TFI Global, LP USA 855 071 1.4419. Etana Trust RET02 Mauritius 686 553 1.1620. J.A. Harmon Associates LLC USA 641 053 1.08

Total shares held by top 20 shareholders 53 192 748 89.52Total shares in issue 59 419 301

LEGAL STATUS OF SHAREHOLDERS Local Foreign

Number of shareholders

Total shares held

Total shares held

% holding

Companies – Botswana registered 15 168 459 0.28Companies – Foreign registered 40 50 481 318 84.96Individuals – Botswana residents – citizen 107 408 603 0.69Individuals – Botswana residents – non-citizen 87 237 678 0.40Individuals – Foreign resident – non-citizen 28 3 917 946 6.59Investment cos and trusts 4 171 755 0.29Nominees 3 449 517 0.76Pension funds 1 3 323 485 5.59Stockbrokers 1 260 540 0.44Totals 286 1 247 035 58 172 266 100.00Total shares in issue – 30 April 2015 59 419 301

SHAREHOLDER SPREAD

Shareholder spreadNumber of

shareholders Total

shares held %

holdings0 – 100 000 245 1 828 662 3.08

100 001 – 250 000 13 1 954 197 3.29250 001 – 500 000 8 2 443 694 4.11500 001 – 750 000 2 1 327 606 2.23

750 001 – 1 000 000 3 2 683 964 4.521 000 001 – 2 000 000 5 6 324 372 10.642 000 001 – 3 000 000 4 10 110 787 17.023 000 001 – 5 000 000 4 13 814 685 23.25

5 000 001 – 10 000 000 1 5 935 812 9.9910 000 001 – 15 000 000 1 12 995 522 21.87

286 59 419 301 100.00

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118 | PAGE

GEOGRAPHIC SPREAD OF SHAREHOLDERS

CountryNumber of

shareholders Total

shares held %

holdingsAustralia 2 550 247 0.93Botswana 211 993 818 1.67Switzerland 3 174 556 0.29Germany 1 5 000 0.01France 2 1 040 091 1.75Guernsey 1 2 330 498 3.92Isle of Man 2 3 421 192 5.76India 1 1 311 0.00Jersey 1 335 530 0.56Mauritius 18 21 635 989 36.41United Kingdom 17 15 532 019 26.14USA 12 6 490 840 10.92South Africa 9 6 578 212 11.07Zambia 1 34 188 0.06Zimbabwe 5 295 810 0.50

286 59 419 301 100.00

SHARE TRADING STATISTICS

Date

Price at end of month

Pula

Number of shares traded in that month

May-14 1.75 11 099 Jun-14 1.78 1 390 Jul-14 – – Aug-14 2.00 34 733 Sep-14 2.10 45 741 Oct-14 2.10 11 804 Nov-14 2.10 258 Dec-14 – – Jan-15 – – Feb-15 2.46 4 234 Mar-15 2.47 5 870 176 Apr-15 2.99 8 035 432 Total shares traded 14 014 867

DIRECTORS, EMPLOYEES AND PUBLIC SHAREHOLDER ANALYSISNumber of

shareholdersNumber of

shares heldPercentage

interestTotal number of shares and shareholders 286 59 419 301 100%Total number of shares and shareholders – Directors (IHL and Subsidiaries) (17) (40 670 349) 68%Total number of shares and shareholders – Employees (9) (428 163) 1%Free Float/Public Shareholders 260 18 320 789 31%

SHAREHOLDERS’ INFORMATION (continued)

AS AT 30 APRIL 2015

PAGE | 119

NOTICE OF AGM

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the thirteenth Annual General Meeting of members of the company will be held at the Lansmore Hotel, Masa Centre, Western Commercial Road, New Central Business District Gaborone, Botswana on 22 October 2015 at 11:30 hours for the following purpose:

ORDINARY BUSINESS

1. APPROVAL OF THE ANNUAL FINANCIAL STATEMENTS

Ordinary resolution 1:

To receive, consider and if deemed fit, approve and adopt the audited Annual Financial Statements of the group and company for the year ended 30 April 2015, together with the Report of the Independent Auditors thereon.

2. ELECTION OF DIRECTORS


To elect directors in place of those retiring in accordance with the provisions of the company’s Constitution.

2.1 Mr Joe Matsau retires as a Non-executive director in terms of Clause 20 of the Constitution. Being available and eligible, he offers himself for re-election.

Full names: Tiiseto Joseph MATSAU

Date of birth: 27 September 1948

Nationality: South African

Residential address: 163, Grosfam Avenue, Sandhurst, Extension 4

Sandton, 2146, Johannesburg

Principle work experience: Entrepreneur and director of companies

Original date of appointment to the Board: 1 December 2010

2.2 Mr Gunter Steffens retires as a Non-executive director in terms of Clause 20 of the Constitution. Being available and eligible, he offers himself for re-election.

Full names: Gunter Zeno STEFFENS

Date of birth: 26 October 1937

Nationality: German

Residential address: 57 Second Road, (Corner 9th Road)

Hyde Park, 2195, Johannesburg

Principle work experience: Banking (35 years) and director of companies

Original date of appointment to the Board: 1 December 2010

2.3 Mr Thomas Gaffney retires as an executive director in terms of Clause 20 of the Constitution. Being available and eligible, he offers himself for re-election.

Full names: Thomas Benedict GAFFNEY

Date of birth: 30 December 1957

Nationality: USA and British

Residential address: Unit 1, 26 – 8th Avenue

Parktown North, 2193

Johannesburg

Principle work experience: Investment banking

Original date of appointment to the Board: 19 November 2014

120 | PAGE

2.4 Mr Hector Fleming retires as an executive director in terms of Clause 20 of the Constitution. Being available and eligible, he offers himself for re-election.

Full names: Hector Adam FLEMING

Date of birth: 14 July 1982

Nationality: British

Residential address: 13 Anhalt Road

London, SW11 4N2United Kingdom

Principle work experience: Investment banking and private equity


2.5 Mr Harry Wulfsohn retires as an executive director in terms of Clause 20 of the Constitution. Being available and eligible, he offers himself for re-election.

Full names: Harry Joshua WULFSOHN

Date of birth: 19 October 1969

Nationality: British

Residential address: 37 Blenheim Terrace

London, NNW8 OEJ

United Kingdom

Principle work experience: Investment banking and asset management


Extract from the Constitution of Imara Holdings Limited: Clause 20 – Election of directors

No resolution to appoint or elect a director shall be put to the holders of securities unless:

a. the resolution is for the appointment of one director; or

b. the resolution is a single resolution for the appointment of two or more directors, and a separate resolution that it be so voted on, has first been approved without a vote being cast against it.

3. DIRECTORS’ REMUNERATION: Non-executive


To approve the remuneration of Non-executive directors for the year ended 30 April 2015

Non-executive directors’ remuneration for the year ended 30 April 2015 amounted to P1 944 550, (2014: P1 648 948), and is fully detailed in Note 17 to the Annual Financial Statements.

4. DIRECTORS’ REMUNERATION – EXECUTIVE


To approve the remuneration of executive directors for the year ended 30 April 2015

Executive Directors’ remuneration for the year ended 30 April 2015 amounted to P12 388 383, (2014: P15 036 135), and is detailed in Note 17 to the Annual Financial Statements.

5. AUDITOR’S REMUNERATION


To approve the remuneration of the Independent Auditors for the year ended 30 April 2015

Auditors remuneration for the year ended 30 April 2015 amounted to P3 601 445, (2014: P4 105 824). The components of the auditor’s remuneration comprise fees of P2 715 375 for continuing operations (Note 4) to the Annual Financial Statements and P886 070 for discontinued operations.

NOTICE OF ANNUAL GENERAL MEETING (continued)

PAGE | 121

NOTICE OF AGM

6. APPOINTMENT OF INDEPENDENT AUDITORS


To re-appoint Independent Auditors for the ensuing year ending 30 April 2015.

Messrs Ernst & Young have indicated a willingness to continue as Independent Auditors to the company for the ensuing year.

7. SHARE BUY-BACK


To authorise the company generally and unconditionally to make on market purchases of its own shares in accordance with the detailed circular distributed with this annual report.

8. OTHER BUSINESS

To transact such other business as may be transacted at an Annual General Meeting.

VOTING AND PROXIES

A member entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy or proxies to attend, speak and vote in his/her stead. The proxy need not be a member of the company.

The instrument appointing such a proxy must be deposited at the offices of the company not later than 48 hours before the start of the meeting.

By Order of the Board

David E StoneCompany Secretary

15 September 2015

122 | PAGE

PAGE | 123

FORM OF PROXY

FORM OF PROXY

For use at the 13th Annual General Meeting of members of the company to be held at the Lansmore Hotel, Masa Centre, Western Commercial Road, New Central Business District Gaborone, Botswana on Thursday, 22 October 2015 at 11:30 hours for the following purpose:

PLEASE READ THE NOTES HERETO BEFORE COMPLETING THIS FORM

I/We (NAME(S) IN BLOCK LETTERS)

being the holder of (number of) ordinary shares in Imara Holdings Limited, do hereby appoint (see note 2 below):

1. or failing him/her,

2. or failing him/her,

3. the Chairman of the Annual General Meeting,

as my/our proxy to act for me/us at the Annual General Meeting of the company, to be held at the Lansmore Hotel, Masa Centre, Western Commercial Road, New Central Business District Gaborone, Botswana on Thursday, 22 October 2015, or any adjournment thereof, for the purpose of considering and, if deemed fit, passing, with or without modification, the resolutions set out in the Notice of Annual General Meeting and to be proposed thereat, and to vote for and/or against the resolutions and/or abstain from voting in respect of the ordinary shares registered in my/our name/s (in accordance with the following instructions):

For Against Abstain

1. Ordinary Resolution 1

2. Ordinary Resolution 2.1

Ordinary Resolution 2.2









Signed at on 2015

Signature

Assisted by (if applicable)

124 | PAGE

NOTES TO THE FORM OF PROXY

NOTES

1. Each ordinary shareholder is entitled to appoint one or more proxies (who need not be a member of the company), to attend, speak and vote in place of that ordinary shareholder at the Annual General Meeting.

2. A shareholder may insert the name of a proxy or the names of two alternative proxies of the shareholder’s choice in the space provided, with or without deleting “the Chairman of the Annual General Meeting”, but such deletion must be initialled by the shareholder. The person who is to be present at the meeting and whose name appears first on the form of proxy and whose name has not been deleted shall be entitled to act as proxy to the exclusion of those whose names follow.

3. If the shareholder completing the proxy does not indicate how the proxy is to vote on any resolution, the proxy shall be deemed authorised and be entitled to vote on such resolution as he/she deem fit.

4. The authority of a person signing proxy under a power of attorney of a company must be attached to the proxy unless that authority has previously been recorded by the Company Secretary or is waived by the Chairman of the Annual General Meeting.

5. Forms of proxy must be lodged at or posted to the address of the company, to be received not later than 48 hours before the start of the meeting, as follows:

Imara Holdings Limited, Unit 6, Second Floor, Morojwa Mews, Plot 74770 Western Commercial Road, New Central Business District, Gaboroneor Private Bag 00186, Gaborone.

6. The completion and lodging of this form of proxy shall not preclude the relevant shareholder from attending the Annual General Meeting and speaking and voting in person thereat, to the exclusion of any proxy form which is completed and/or received other than in accordance with theses instructions, provided that he is satisfied as to the manner in which a shareholder wishes to vote.

7. Any alteration or correction to this form must be initialled by the signatory/signatories.

Imara Holdings LimitedUnit 6, Second Floor, Morojwa MewsPlot 74769, Western Commercial RoadNew CBD, GaboroneBotswana

www.imara.com

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