2016 AnnuAl RepoRt

IMA

RA

Ho

ldin

gs limite

d

20

16 An

nu

Al R

epoR

t

PAGE | 1

ANNUAL REPORT

Page

ANNUAL REPORTChairman’s Letter 22016 Operating Review 4Group Profile 9Directorate, Officers and Group Management 10Corporate Governance Report 12

ANNUAL FINANCIAL STATEMENTSIndependent Auditor’s report 21Consolidated income statement 22Consolidated statement of comprehensive income 23Consolidated statement of financial position 24Consolidated statement of cash flows 25Consolidated statement of changes in equity 27Notes to the consolidated financial statements 31 – 108

ShAREhOLdERS’ INFORMATION 109

NOTICE OF ANNUAL GENERAL MEETING 111

FORM OF PROxy 113

CONTENTS

2 | PAGE

ChAIRMAN’S LETTER

Dear Shareholder

The year ended 30 April 2016 was challenging for Imara. The sub-Saharan African markets in which Imara operates suffered from weak commodity prices which led to sharp declines in currencies, difficult economic conditions, lower share prices and reduced equity trading volumes. These conditions adversely impacted all our businesses which are highly leveraged to African economic conditions. This resulted in Imara incurring a P13.38 million pre-tax loss in 2016 before one-off items from continuing operations.

One-off items during 2016, included the sale of Imara SP Reid (“ISPR”), the South African stockbroking business, which generated net cash proceeds of P74.46 million and a pre-tax profit of P24.54 million. Additionally, Imara benefitted from US Dollar appreciation against the Pula as we held the majority of the proceeds from the sale of ISPR in US Dollars which generated a foreign exchange gain of P5.66 million. After these one-off items, Imara made a consolidated profit before tax of P16.83 million for the year from continuing operations.

At the 2016 year-end date, Imara had shareholders’ equity attributable to the parent of P115.56 million, or P1.94 per share, basic. Imara had consolidated cash and cash equivalents of P121.58 million. The after tax proceeds from the sale of ISPR continue to be held primarily in US Dollars. Movements in the US Dollar/Pula exchange rate therefore continue to have a significant impact on Imara’s Pula reported profits and balance sheet.

The key challenges facing Imara are:

(i) to replace the significant profit contribution made by ISPR over the years with new sources of profits in the context of a difficult African market environment;

(ii) reduce fixed costs and, in particular, central costs; and

(iii) to allocate cash in such a way that benefits shareholders such that the resilience of Imara is maintained during these difficult times, new ventures with clear shareholder returns are supported, and excess cash is returned to shareholders. I will deal with each of these challenges in turn.

NEw SOURCES OF PROFITSEarly in 2015 there were a number of important changes made to the Imara management team associated with the purchase by FWA Financial Limited of an approximate 30% shareholding in Imara. Tom Gaffney became Group Chief Executive based in Johannesburg, Hector Fleming joined as an Executive Director responsible for the new private equity initiative and Harry Wulfsohn also became an Executive Director with responsibility for business development in the asset management division.

The new team has been tasked to build Imara’s wholly owned businesses in three key business areas that have the potential to generate significant shareholder returns: asset management, private equity and corporate finance.

Based on the long established franchise and strong record that Imara has in African asset management, business development has been focused on broadening and widening the institutional client base in Europe and North America. Earlier this year we obtained SEC approval to market Imara funds to tax-exempt institutions in the United States. Investor interest in emerging markets and Africa, in particular, has been muted over the past year, however, we are investing to ensure that when investor interest eventually returns to African equities that Imara will be in pole position as the specialist African asset manager of choice.

Imara’s asset management activities are focused primarily on African listed equities. We are actively exploring the possibility of broadening our asset management product range into fixed income and real estate products which would require longer time commitments from investors. This would offer existing and new clients a wider product range and reduce Imara’s sensitivity to African equity capital markets and exposure to short-term redemption risk.

Private equity is being targeted to provide capital on a deal-by-deal basis to growing African companies before establishing a fund. The approach is to generate transaction opportunities from Imara’s strong in-country local networks and to source capital from our proprietary investor base in Europe and North America. There is a natural lead time to source, assess and execute private equity transactions and the team is well progressed with a number of transactions. In line with other African asset classes, private equity values fell during the year which now provide attractive investment opportunities for a new entrant.

Corporate finance has a strong client base in Botswana, Zambia and Zimbabwe, particularly with companies listed on the local stock exchanges. Depressed share prices and limited liquidity have, however, led to reduced corporate finance activity in these relatively small markets. New initiatives are underway to broaden corporate finance’s geographic range by developing partnerships with leading local stockbrokers in certain East African countries which have large, growing and under developed capital markets. Imara’s African brand and financial advisory skills are attractive and exportable to other markets.

COST REdUCTIONOperating costs were P114.55 million in 2016, down 11.9% from 2015. Remuneration represented approximately 58% of fixed costs and is constantly under review while ensuring that we remain competitive to attract and retain the most skilled individuals.

Central costs were P15.47 million in 2016 down 22.2% from 2015. Central costs in 2016 represented approximately 13.4% of Imara’s shareholders’ equity at 30 April 2016.

Imara’s high central cost base reflects legacy costs related to having once been a larger company when ISPR was part of the group and contributed to cover central costs as well as the complexity of the Imara corporate structure. Imara has wholly owned and partially owned subsidiaries and associates in six

PAGE | 3

ANNUAL REPORT

We understand that in the absence of dividends and with the limited liquidity offered by the Botswana Stock Exchange there is a desire from certain shareholders for a return of cash associated with the proceeds from the sale of ISPR. At the last AGM, in October 2015, shareholder approval was obtained for a share buy-back programme. Your board has not yet authorised any share repurchases given the uncertain trading outlook for Imara and an Imara share price which reflects only very limited share trading activity. We are aware that a special dividend could potentially be declared up to a maximum amount equal to the total distributable reserves of the company of P39.2 million at 30 April 2016.

I would like to remind shareholders of the Cautionary Announcement, first published on 27 May 2016 and subsequently renewed, relating to a potential offer for Imara. We are engaged in discussions with the potential offeror and there should be further news for shareholders in this regard in the near future.

Finally, I would like to thank my co-directors for their valuable contributions to our board meetings and to the various committees on which they sit. I would also like to thank our staff for their hard work and commitment despite the trying market conditions and to our clients for their continued confidence in the quality of the skills and expertise we provide to them.

Yours sincerely

Günter Z SteffensChairman

20 September 2016

countries, six different currencies of operation and eight different regulators. This is in addition to the substantial direct and indirect costs associated with Imara’s listing on the Botswana Stock Exchange.

Central costs are under review on a line-by-line basis and efforts are underway to simplify Imara’s structure but significant central costs will remain while Imara remains a publically listed company.

CASh ALLOCATIONImara’s cash balance is one of its key strengths and an important competitive advantage. The number one priority is to ensure that Imara retains sufficient cash to meet working capital shortfalls in order to maintain its minimum regulatory capital requirements and endure the current downturn in its markets. The aim is to protect the value of the Imara businesses in the interests of shareholders, customers, staff, partners and regulators and emerge as the leading independent asset management and investment banking firm in sub-Saharan Africa.

We have a number of attractive opportunities for investing capital, primarily, to fund the operating needs of new business initiatives which may require, for example, the recruitment of new teams. These would not be immediately cash generative but would provide new sources of profits to replace the profits associated with ISPR and fuel future growth. We also may consider principal investments to seed new asset management products or to support a private equity investment that shows attractive potential returns.

4 | PAGE

2016 OPERATING REVIEw

KEy POINTS } Revenue of P95.06 million for the year ended 30 April 2016, down 21.6% from 2015

} Pre-tax loss for 2016 of P13.38 million from continuing operations before profit on disposal of Imara SP Reid, exchange rate gains and goodwill impairments, compared to a loss of P6.68 million in 2015

} Pre-tax profit for 2016 of P16.83 million from continuing operations compared to a loss of P18.43 million in 2015

} After-tax loss for 2016 attributable to owners of the parent from continuing operations of P8.84 million compared to a loss of P26.43 million in 2015

} Loss per share from continuing operations of 14.52 thebe (diluted) for 2016 compared to a loss of 42.94 thebe per share (diluted) for the prior year

} Funds under management of US$437.33 million as of 30 April 2016, down 21.95% from 30 April 2015

} Net asset value per share of P1.90 (diluted) as of 30 April 2016, down 5.00% from 30 April 2015

} Imara SP Reid disposal completed on 12 June 2015 generating net cash proceeds of P74.46 million and a profit on disposal of P24.54 million.

Summary of results and supplemental dataExpressed in Botswana Pula (P) millions, except for share data in Thebe and FUM in US$

year ended 30 April

% change2016 2015 2016 on 2015

Continuing operationsRevenue: Wholly owned subsidiaries 36 243 55 897 (35.2)Revenue: Partially owned subsidiaries 58 814 65 322 (10.0)

Total revenue 95 057 121 219 (21.6)Profit on disposal of Imara SP Reid 24 542 – –Exchange rate gains 5 666 519 991.7Other operating income 9 634 6 807 41.5

Total income 134 899 128 545 4.9

(Loss) from continuing operations before tax, profit on disposal of Imara SP Reid, exchange rate gains and goodwill impairment (13 381) (6 682) (100.3)Associates and joint ventures – cash dividends received 288 566 (49.1)

(Loss)/profit after tax attributable to owners of the parentContinuing operations (8 839) (26 434) 66.6Discontinued operations (11 880) 11 182 n/a

All operations (20 719) (15 252) (35.8)Attributable (loss)/earnings per share:Continuing operations – diluted (14 52) (42 94) 66.2Discontinued operations – diluted (19 52) 18 17 n/a

All operations – diluted (34 04) (24 77) 37.4

Supplemental data* (Figures in US$ millions)Funds under management – at year end 437 560 (22.0)Funds under management – average for the year 489 583 (16.1)

* Includes FUM of Imara Capital Zimbabwe 159 184 (13.6)

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”.

PAGE | 5

ANNUAL REPORT

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 35.9% of Imara’s consolidated total income in 2016 was generated in South African Rand, 43.5% in US Dollars, 16.0% in Botswana Pula and 4.6% in other currencies.

Approximately 17.1% of IHL’s consolidated 2016 operating costs (continuing and discontinued operations) were denominated in South African Rand, approximately 53.6% in US Dollars, 24.7% in Botswana Pula and 4.6% in other currencies.

The average exchange rate for the year between the US Dollar and Pula was 10.42 and between the Pula and the South African Rand 1.33. At 30 April 2016 the US Dollar/Pula exchange rate was 10.51 and the Pula/South African Rand exchange rate was 1.35.

OVERVIEwOn 24 May 2016 the Group issued a Trading Statement outlining the difficult trading conditions it had encountered in the preceding months and the negative impact that this would have on the results for the year-ending 30 April 2016.

These adverse trading conditions in the southern African markets in which Imara operates – negatively affected the asset management, stockbroking and corporate finance businesses. Imara also suffered from a structurally high cost base and was unable to replace the earnings generated by Imara SP Reid since its sale in June 2015. This resulted in revenue from continuing operations declining in the year to 30 April 2016 by 21.58% to P95.06 million and pre-tax losses from continuing operations increasing to P13.38 million from P6.68 million before the profit on the disposal of Imara SP Reid, exchange rate gains and goodwill impairments. There were no goodwill impairments in 2016 compared with impairments of P12.27 million in 2015.

Other operating income from continuing operations of P39.84 million in 2016 (2015: P7.33 million) included the profit on the disposal of Imara SP Reid of P24.52 million and exchange rate gains of P5.66 million. This cushioned profits in 2016 and resulted in a profit after tax from continuing operations of P16.83 million compared to a loss of P23.42 million in 2015.

The after tax loss attributable to shareholders of the parent from continuing operations reduced to P5.93 million from P26.43 million in the prior year.

The loss per fully diluted share, attributable to shareholders of the parent, from continuing operations, reduced to 14.52 thebe in 2016 from a loss of 42.94 thebe in 2015.

As a result of the recycling of the Foreign Currency Translation Reserve associated with Imara SP Reid at the time of its sale, a one-off (non-cash) expense of P11.71 million was taken to Imara’s consolidated income statement, with a corresponding reduction in consolidated shareholders’ funds. The 2016 income tax charge includes dividend withholding tax of P7.53 million which relates to the dividend paid to Imara Holdings Limited following the disposal of Imara SP Reid and capital gains tax. This resulted in an after tax loss for 2016 from all operations (continuing and discontinued operations) of P17.81 million compared to a loss of P12.25 million in the prior year.

The loss per fully diluted share from all operations attributable to shareholders of the parent reduced to 21.66 thebe in 2016 from a loss of 24.77 thebe in 2015.

whOLLy OwNEd SUBSIdIARIES

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

Total income was P38.96 million for 2016, 10.09% lower than 2015.

Management fees earned were P40.83 million for 2016, 15.43% lower than 2015. No performance fees were earned in 2016, compared to P3.18 million for 2015, primarily reflecting the elimination of such fees from the fee structure of almost all of our mutual funds, this being consistent with international trends.

Total funds under management (FUM) from wholly owned subsidiaries were US$278.4 million as of 30 April 2016, down 26.1% from US$376.6 million as of 30 April 2015. Average FUM were US$327.5 million, down by 16.6% from the prior year.

During 2016, the Offshore division, which manages our offshore funds and segregated accounts, experienced a 39.5% drop in FUM to US$135.8 million at 30 April 2016 from US$224.4 million at 30 April 2015. The Offshore division encountered difficult conditions in African stock markets which witnessed declines in US Dollar terms as a result of falling markets and, in a number of instances, currency devaluations. International investors were largely on the sidelines, and, if anything were net sellers, which resulted in African stock market trading volumes declining significantly. Two new small segregated accounts were added during the year. We, however, experienced redemptions from our larger segregated accounts who themselves suffered redemptions from their own clients. In addition, we saw net selling in our mutual funds.

Despite the difficult environment, the Offshore division continued with its marketing initiatives and we were pleased to have been licensed as an advisor by the SEC in the USA.

Our South African asset management division suffered an approximately 8% decline in funds under management in Rand terms to R2.02 billion (US$142.5 million) at 30 April 2016 from R2.20 billion (US$152.2 million) at 30 April 2015, due to

6 | PAGE

2016 OPERATING REVIEw (continued)

the loss of a pension fund mandate and an approximately 3% decline in the Johannesburg Stock Exchange Index.

Since year-end, Imara’s business of providing private client wealth management advisory services in South Africa has reduced. This followed the retirement of the long serving head of the Imara Asset Management (South Africa) subsidiary, which was followed by the resignations of other senior managers. This has resulted in the loss of clients who closed wealth management accounts in order to remain with the management who have left the Group. In the short term, this will have an adverse impact on FUM and on profits in the South African asset management division. This is a highly competitive sector in South Africa, which is facing significant regulatory change.

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

Corporate finance total income was P6.82 million in 2016, compared to P29.35 million in 2015.

Limited liquidity in the local capital markets in which Imara operates negatively impacted corporate finance income and focused corporate finance activity away from capital raising to the provision of financial advisory services to publicly quoted companies. Imara advised Botswana Insurance Holdings Limited, a subsidiary of Sanlam, in connection with its acquisition of a stake in NICO Holdings, a Malawi stock exchange listed company; Funeral Services Group of Botswana on an offer from the majority shareholders; Real Estate Investments Zambia Plc, in connection with unsolicited takeover offers it received from third parties; and ZCCM-IH on the sell down and public offer of a portion of the stake held by the Government of Zambia.

Since year-end Imara has obtained a number of new corporate finance mandates from new clients. In addition, new marketing initiatives are underway to broaden the geographic scope of corporate finance beyond Imara’s traditional markets in Botswana and Zambia which have experienced declines in mergers and acquisitions and capital markets activity.

Private equityIn 2016, numerous investment opportunities were evaluated by the new private equity team. Weak markets in Africa led to lower equity valuations as the year progressed and greater flexibility on terms and conditions from entrepreneurs. Risk capital became increasingly scarce as domestic and international investors became more selective. These circumstances are now providing an attractive pipeline of small scale (sub US$20 million), cash generative investment opportunities across sectors that are linked to the growth of the African consumer, the continuing trend of urbanisation and Africa’s unique abundance of natural resources.

The team are currently closing their first transaction and deal flow is anticipated to increase during the course of 2017.

Imara will also be looking to increase the geographic reach of its private equity business and to expand its team members in order to grow the business.

Imara SP Reid To comply with International Financial Reporting Standards, the financial results for Imara SP Reid (ISPR) have been reported as discontinued operations in both 2016 and 2015. The disposal of ISPR was concluded on 12 June 2015, and financial results for 2016 therefore include the month of May 2016.

The sale of ISPR, generated net cash proceeds of P74.46 million and a profit on disposal of P24.54 million.

Post the year-end reporting date, the purchaser of ISPR, MMI Strategic Investments Proprietary Limited have, in terms of the Sale and Purchase Agreement, lodged a warranty claim of R1.34 million (P0.989 million) against the Group. Having assessed the claim and after taking legal advice on the matter, the Group is of the view that the prospects of the claim being successful are remote, and consequently no provision has been made in the 2016 financial statements for the claim.

Operating expensesOperating expenses of our wholly owned subsidiaries (continuing operations) totalled P60.66 million in 2016, 1.88% higher than 2015.

RemunerationRemuneration expense of our wholly owned subsidiaries (continuing operations) including benefits, for 2016 was P37.02 million, 12.61% lower than 2015, and compared to a 21.58% decrease in revenue for the same period. Remuneration represented 47.83% of total revenue for 2016, compared to 36.75% for 2015, and 58.04% and 58.32% of total expenses for 2016 and 2015, respectively. Approximately, 61.83% of remuneration expenses were denominated in US Dollars. The Pula stated equivalent of such amounts, escalates by the depreciation of the Pula against the US Dollar, which approximated 8.3% in 2016 and 10.0% in 2015.

Total remuneration payable to directors of IHL in 2016 was P10.08 million (four executive and three non-executive directors at the year-end date), compared to P14.33 million in 2015 (five executive and four non-executive directors at the year-end date). No performance bonuses are to be paid to executive directors in respect of 2016.

Non-remuneration expenseNon-remuneration expense of our wholly owned subsidiaries (continuing operations) was P23.64 million for 2016, 42.91% lower than 2015 and compared to a 4.94% decrease in total income for the same period. The ratio of non-remuneration expense to total income was 17.53% for 2016, compared to 32.21% for 2015.

Non-remuneration expense relating to central corporate costs was P15.47 million for 2016 compared to P19.88 million for the prior year. Central corporate costs include central marketing and travel expenses, professional indemnity

PAGE | 7

ANNUAL REPORT

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 as well as costs associated with maintaining the Angola operation until its operations were suspended in December 2015.

Non-recurring expenses Non-recurring expenses incurred in 2016 amount to P2.63 million and comprised final transaction costs relating to the disposal of ISPR, Zimbabwe retrenchment costs and costs associated with establishing the Angola business.

The operation in Angola continued to be a drain on the resources of IHL and consumed US$114 076 of cash during the year, until Imara took the decision to suspend the licence application and business operations in December 2015. This was in light of the poor prospects for generating a near term profit. In the year to 30 April 2015 the Angola operation consumed US$279 000.

PARTIALLy OwNEd SUBSIdIARIES

Imara Capital Zimbabwe (Private) Limited (46.35%)Imara Capital Zimbabwe’s (ICZ) year-end is 31 March, however, its financial results are adjusted to 30 April so that they are co-terminous with the parent company. ICZ’s functional currency is US Dollars (US$).

ICZ’s total income for 2016 was US$3.05 million, down 27.02% from 2015. ICZ incurred an after tax loss of US$250 863 in 2016 compared with a breakeven result for 2015. Cash flow was marginally negative for the year. The loss was due to increased losses in Corporate Finance and Securities which were offset to some extent by a sustained profit contribution from Asset Management, despite a 13.8% decline in funds under management to US$159.0 million. The new Imara Fiduciary business broke even.

Total staff remuneration in 2016 represented 58.38% of total income compared to 55.50% of total income in 2015. During the year, cost cutting measures were introduced, which included the retrenchment/early retirement of six members of staff, a salary reduction of 20% for all staff, effective from 1 August 2015 and a significant downsizing of office space.

At 30 April 2016, ICZ had shareholders’ equity of US$1.27 million compared to US$1.32 million at 30 April 2015.

IHL did not receive dividends from ICZ in 2016, compared to dividends received of US$198 854 in 2015. Management fees received by Imara in 2016 were US$70.83 compared with US$75.31 in 2015.

The economic environment in Zimbabwe continued to deteriorate during the year. Deflation and the resulting liquidity squeeze, which grew tighter as the year progressed, resulted in an increasingly difficult trading environment. Volumes on the Zimbabwe Stock Exchange for the year halved to US$202 million from US$404 million the prior year, while the market capitalisation of the Zimbabwe Stock Exchange declined by 29.4%.

The economic situation in Zimbabwe shows no sign of improving with all hope for a recovery now centred on the negotiations with the IMF and the World Bank to unlock further lines of credit. ICZ management continues to aggressively manage costs, while pursuing all revenue enhancing opportunities. Since year-end, a further retrenchment/retirement exercise was undertaken with a further four members of staff leaving. The current year has started on a negative note with Corporate Finance, Fiduciary and Securities all trading at a loss, whilst Asset Management remains positive and ahead of budget.

Imara Capital Securities (Proprietary) Limited (Botswana) (51.1%)Imara Capital Securities’ (ICS) functional currency is Botswana Pula.

ICS total income for 2016 was P11.97 million, up 42.86% from 2015. After tax profit was P4.14 million, more than double 2015. Total staff remuneration in 2016 represented 38.32% of total revenue compared to 45.55% of total revenue in 2015.

Imara received dividends totalling P1.69 million from ICS in 2016. This dividend related to the 2015 financial year. Management fees received by Imara in 2016 were P300 000 which is the same amount as the previous year. In addition, ICS redeemed preference shares with a total value P1.90 million of which Imara’s share was P950 096.

At 30 April 2016, ICS had shareholders’ equity of P4.61 million compared to P5.49 million at 30 April 2015.

In 2016 ICS repeated the performance achieved in 2015 by again emerging as the leading stockbroking firm in Botswana with a market share of approximately 35%, while the nearest competitor had a 22% market share. This dominant position was the result of consistently high levels of customer service supported by efficient trade execution and quality research. The listing of Botswana Telecommunications Corporation Limited in April 2016 brought in more than 50 000 shareholders, the majority of whom were first time investors. This is a significant figure when one considers that hitherto the most widely held share on the Botswana Stock Exchange had approximately 5 000 shareholders. The downward pressure on stockbroking commissions has been abated with the re-introduction of a floor commencing 1 April 2016.

Imara Trust Company Limited (Mauritius) (53%)Imara Trust Company’s (ITC) functional currency is US Dollars.

ITC total income for 2016 was US$1.76 million, down 9.42% from 2015. Staff costs declined by 12.31% in 2016 and represented 38.00% of total income in 2016 compared to 45.89% in 2015. After tax profit was US$484 389 up 11.56% from 2015 due to enhanced expense control and a more efficient operating framework.

Imara received dividends totalling US$257 875 from ITC in 2016, compared to US$222 867 in 2015. Management fees received by Imara in 2016 were US$50 313 compared to US$47 816 in 2015.

8 | PAGE

2016 OPERATING REVIEw (continued)

At 30 April 2016, ITC had shareholders’ equity of US$570 849 compared to US$550 317 at 30 April 2015.

In 2016, ITC increased the number of incorporated Category 1 Global Business Companies (GBC1) that it administers. The GBC1 structure is particularly attractive to international investors as it allows access to the network of Double Taxation Agreements (DTAs) in force in Mauritius, particularly with African countries. The DTAs offer generous tax savings which makes Mauritius a valuable jurisdiction for structuring a company holding investments in various African countries.

However, during the year, the number of ‘Tax Exempt’ companies under administration decreased significantly not only due to several entities reaching the end of their life cycle but also due to increasing international initiatives for greater transparency and disclosure. This will put increasing adverse pressure on ITC’s business in the future.

ASSOCIATES ANd JOINT VENTURESAssociates and joint ventures include the 25% shareholdings in each of Stockbrokers Zambia Limited and Stockbrokers Malawi Limited, the 50% shareholding in Imara Mondise Capital Limited in South Africa and a 49% shareholding in Imara ECR Asset Management Limited in Zambia.

The share of profits from associates and joint ventures amounted to P356 176 in 2016 down 53.77% from P770 464 in 2015. Dividends received amounted to P288 337 down 49.02% on 2015. Impairment charges for the year, amounted to P330 780 in 2016 compared to P110 704 in 2015.

TAxESThe consolidated provision for taxes for 2016 was P15.22 million compared to P5.00 million for 2015. The current year charge is abnormally high due to capital gains tax payable on the disposal of Imara SP Reid, which amounted to P9.01 million.

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 the Imara Group level which is substantially higher than the standard corporate tax rate in Botswana.

STATEMENT OF FINANCIAL POSITIONAs of 30 April 2016, consolidated cash and cash equivalents (including fixed deposits and net of a bank overdraft) were P121.89 million. Of this amount, IHL the parent company, had cash and cash equivalents of P71.35 million compared to P22.66 million at 30 April 2015. The increase is largely attributable to the proceeds from the sale of ISPR which are mainly held in offshore bank accounts.

IHL had consolidated shareholders’ equity attributable to shareholders of the parent of P115.56 million at 30 April 2016 compared to P123.02 million at 30 April 2015. Net asset value per share attributable to shareholders of the parent (diluted) was P1.94 at 30 April 2016 compared to P2.08 per share at 30 April 2015.

OUTLOOKDifficult trading conditions are likely to persist for the foreseeable future in the southern African markets in which Imara is active. However, markets will recover, investor confidence will return and Imara intends to be well positioned for the eventual up turn as the leading conduit for capital into sub-Saharan Africa. We are broadening the product range of our asset management division beyond listed African equities and we are seeking new business opportunities in other parts of Africa while at the same time managing our fixed cost base downwards and maintaining a strong balance sheet.

TB GaffneyChief Executive

20 September 2016

PAGE | 9

ANNUAL REPORT

GROUP PROFILE

GENERAL INFORMATION

Country of incorporation BotswanaPrincipal activities Holding Company for a Pan-African Financial Services GroupCompany registration number CO – 2002/3377Tax registration number CO – 65018-0101-9

Registered office Union Provident TrustPlot 465, Mathangwane Road, Extension 4, Village,Gaborone, Botswana; andPO Box 46699, Village, Gaborone

Registration status Registered in the Botswana International FinancialServices Centre (IFSC)Tax Certificate Number 22 – Effective date 28 July 2003

Independent auditors Ernst & Young (EY)

Bankers Barclays Bank of BotswanaBarclays Bank of MauritiusBarclays Bank of ZimbabweFirst 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 BotswanaUnit 206, Second Floor, Plot 64516,Showgrounds Close, Fairgrounds, GaboroneTelephone: +267 393 2244, Facsimile: +267 393 2243Email: contactus@corpservebotswana.co.bw

Business addresses and contact details BotswanaUnit 6, Second Floor, Morojwa Mews,Plot 74770, Western Commercial Road,New Central Business District, Gaborone.Telephone: +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

10 | PAGE

dIRECTORATE, OFFICERS ANd GROUP MANAGEMENT

dIRECTORATEImara holdings Limited

GZ Steffens Chairman Non-executive GermanyMJS Tunmer Deputy Chairman Non-executive Zimbabwe Resigned 24 September 2015TB Gaffney Chief Executive Executive United KingdomHA Fleming Executive United KingdomACH Mackeurtan (Mrs)* Non-executive South AfricaTJ Matsau Non-executive South AfricaDE Stone Executive South AfricaHJ Wulfsohn Executive United KingdomRH Macleod Executive South Africa Resigned 11 May 2015

* ACH Mackeurtan’s director status changed from executive to non-executive director on 16 June 2015.

Company SecretaryDE Stone

Botswana Stock Exchange Compliance OfficerDE Stone

Audit and Risk Committee

GZ Steffens Chairman Non-executiveTJ Matsau Non-executiveTB Gaffney By invitation ExecutiveDE Stone By invitation Executive

Remuneration Committee

TJ Matsau Chairman Non-executiveGZ Steffens Non-executiveACH Mackeurtan (Mrs) Non-executiveTB Gaffney By invitation ExecutiveDE Stone By invitation Executive

Nominations Committee

GZ Steffens Chairman Non-executiveTJ Matsau Non-executiveTB Gaffney Non-executiveACH Mackeurtan (Mrs) Non-executive

PAGE | 11

ANNUAL REPORT

Social and Ethics Committee

TJ Matsau Chairman Non-executiveBT Jena ExecutiveLK Warburton Executive Resigned 29 February 2016DE Stone ExecutiveAHL Thomas Executive Appointed 14 March 2016RH Macleod Executive Resigned 11 May 2015

Group Management – as at 31 August

TB Gaffney Chief ExecutiveDE Stone Chief Financial OfficerJR Legat Head: Asset ManagementHJ Wulfsohn Head of Business Development: Asset ManagementHA Fleming Head: Private EquityP Prayag Head: Trust Administration & Custodial Services

Corporate Finance – Rod Macleod resigned as Head of Corporate Finance on 11 May 2015 and has not been replaced. TB Gaffney has direct responsibility for the Division.

12 | PAGE

CORPORATE GOVERNANCE REPORT

NATURE OF BUSINESSImara 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 during the past year.

CORPORATE GOVERNANCE PRINCIPLESThe 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 The Botswana Stock Exchange’s (BSE) new Code of Corporate Governance is imminent. The BSE Code of Corporate Governance broadly follows the governance principles prescribed in the King Report. The Board has undertaken to work towards achieving full compliance with the BSE Code.

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

EThICS ANd ORGANISATIONAL INTEGRITyThe Board provides effective leadership based on an ethical foundation and directs 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.

SOCIAL ANd EThICS COMMITTEEThe Social and Ethics Committee, established in 2012, continues to meet on a regular basis and now reports directly to the Board. The Committee historically had a primarily South African focus, but the Committee has now been constituted at a Group level and has responsibility for monitoring ethics and business integrity across the Group. The composition of the Committee and its terms of reference have been broadened in line with its expanded role. The composition of the Committee is detailed on page 11 of the Annual Report.

BOARd ChARTERThe 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 set 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.

COMPOSITION ANd FUNCTIONS OF ThE BOARdThe 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.

PAGE | 13

ANNUAL REPORT

The Board of Directors is chaired by Gunter Steffens, a non-executive director and comprises seven directors, three of whom are non-executive. Gunter Steffens is the lead independent director. Tom Gaffney, having been appointed in November 2014, continues to serve as the Chief Executive. The composition of the Board is detailed on page 10 of this Annual Report.

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

dECLARATION OF dIRECTORS’ INTERESTSDirectors 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 APPOINTMENTSThe 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. Mark Tunmer resigned as a director and deputy chairman of the Board on 24 September 2015.

Hector Fleming was appointed as an executive director in May 2015, having previously served as a non-executive director since November 2014.

Ann Mackeurtan’s director status changed from executive director to non-executive director in June 2015. This followed the conclusion of the disposal of Imara SP Reid Proprietary Limited, where Ann is the Chief Executive Officer.

Harry Wulfsohn was appointed as an executive director of the company in August 2015.

COMPANy SECRETARyThe 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 given the size of the Group, the incumbent is able to execute both roles effectively and independently and the status quo is reviewed and re-assessed from time to time.

BOARd MEETINGSThe 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 internal control, risk management and information technology systems 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.

14 | PAGE

CORPORATE GOVERNANCE REPORT (continued)

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 an assessment of the external auditor’s performance in relation to the Group audit and reviews key matters highlighted by the auditors.

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

The Audit and Risk Committee has:

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

} satisfied itself regarding the effectiveness of internal financial controls;

} satisfied itself regarding the 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

BOARd EFFECTIVENESS ANd EVALUATIONThe 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 programme for all main board directors, which requires directors to attend specific training courses annually.

BOARd COMMITTEESThe 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;

} Remuneration Committee; and

} Social and Ethics Committee.

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

The composition of the committee is detailed on page 10 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.

PAGE | 15

ANNUAL REPORT

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 COMMITTEEThe Remuneration Committee is chaired by Joe Matsau, a non-executive director and comprises three members all of whom are non-executive directors. The composition of the Committee is detailed on page 10. The Chief Executive and other members of the executive attend meetings of the Committee by invitation. The Committee meet at least twice a year, or on an ad-hoc basis when there are specific issues requiring the attention of the Committee.

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 profit sharing scheme and the apportionment of profit share to executives and employees and also reviews the deferred compensation scheme and approves new deferred compensation allocations.

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 COMMITTEEThe 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 MANAGEMENTThe 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.

In 2013 the Group 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 GOVERNANCEThe 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. In addition to being a strategic asset to the group and 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 COMPLIANCEThe Group and 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;

16 | PAGE

CORPORATE GOVERNANCE REPORT (continued)

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 24 March 2015 when the company announced a change in the Chief Executive Officer 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.

Representations have been made to NBFIRA regarding a relaxation of the submission dates for quarterly returns, in that the Group is required to report consolidated group information as opposed to that for a stand-alone entity. The consolidation process is dependent on the collation of data from subsidiary and associate companies across multiple jurisdictions and in some cases this is beyond the control of the Head Office in Botswana. This is currently under discussion.

INTERNAL AUdITThere 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.

In March 2016 the Group engaged Grant Thornton to conduct compliance risk assessments across the Group and is currently working with Grant Thornton to remedy any weaknesses identified. Internal audit services are viewed as complementary to the expanding risk management and compliance functions in the Group and to attaining a higher level of effective combined assurance.

} 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; and

} Imara Edwards Securities – Zimbabwe Stock Exchange;

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. In October 2015, the Board appointed a Group Money Laundering Reporting Officer tasked with the responsibility of applying consolidated Group supervision for anti-money laundering (AML) and counter the financing of terrorism (CFT) purposes, addressing cross-border challenges, and reporting annually to the Board on the Group’s AML and CFT controls and overall money laundering and terrorist financing risk.

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 in conjunction with the Group Compliance function seeks to ensure that changes to the regulatory agenda do not give rise to operational and risk management weaknesses or gaps in oversight.

BOARd MEETING ATTENdANCE 2015/16 Board attendance register

Audit and Risk

CommitteeRemuneration

CommitteeNominations

Committee Main AGM

directorMJS Tunmer – 1/3 1/3 0/1HA Fleming – – – 3/3 1/1TB Gaffney 2/3 3/3 2/3 3/3 1/1ACH Mackeurtan – 3/3 – 2/3 1/1TJ Matsau 3/3 3/3 3/3 2/3 1/1GZ Steffens 3/3 3/3 3/3 3/3 1/1HJ Wulfsohn – – – 2/3 1/1DE Stone 3/3 3/3 3/3 3/3 1/1

PAGE | 17

ANNUAL REPORT

dIRECTORS’ ShAREhOLdINGAs at 30 April 2016 and 31 July 2016 (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 at 30 April 2016

Movement in directors

shareholding post-year end

Number of shares held

directly and indirectly at

31 July 2016

Share options held under

the Imara Share Option

Scheme30 April 2016

Share options held under

the Imara Share Option

Scheme31 July 2016

directorMessrs HA Fleming and HJ Wulfsohn through FWA Financial Limited 17 234 046 – 17 234 046 – –ACH Mackeurtan (Mrs) 2 623 124 – 2 623 124 – –DE Stone 155 850 – 155 850 61 000 61 000

Total 20 013 020 – 20 013 020 61 000 61 000

Comparative information relating to directors’ shareholding as at 30 April 2015 and 31 July 2015 are as follows:

Number of shares held directly and indirectly at

30 April 2015

Movement in directors

shareholding post-year end

Number of shares held directly and indirectly at

31 July 2015

Share options held under the

Imara Share Option Scheme

30 April 2015

Share options held under the

Imara Share Option Scheme

31 July 2015

directorJR Legat 2 841 263 – 2 841 263 185 000 185 000ACH Mackeurtan (Mrs) 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) 5 575 237 526 000 336 000

dIRECTORS REMUNERATION At the Annual General Meeting of the company on 31 October 2016, shareholders will be asked to approve the remuneration paid to the directors of the parent company for the year amounting to P6 266 118 (2015: P8 528 837). Remuneration paid to directors of the company is disclosed in note 4 on page 52 and note 18 on page 84.

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

directors fees Expenses

Total remuneration

directorHA Fleming – 51 424 51 424ACH Mackeurtan (Mrs) 266 816 5 785 272 601TJ Matsau 373 826 7 767 381 593GZ Steffens 517 510 7 358 524 868MJS Tunmer 212 355 – 212 355

Total 1 370 507 72 334 1 442 841

18 | PAGE

CORPORATE GOVERNANCE REPORT (continued)

Investor Relations section within the Imara Holdings website, www.imara.com, which allows stakeholders to access salient information pertaining to the Group.

SOCIAL CORPORATE RESPONSIBILITyThe 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 both the 2014/15 and 2015/16 reporting cycles.

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

As part of its Social Corporate Responsibility (CSR), and under the auspices of the Imara Trust, the initial Imara Lightwarriors Project was concluded in November 2013. The next phase of the Group’s CSR has since been implemented 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 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

warranty Claim

On 12 June 2016, MMI Strategic Investments Proprietary Limited (MMI), delivered a letter to Imara Holdings Limited advising of a warranty claim of R1 338 480 (P989 166 equivalent), made under the Sale and Purchase agreement relating to the disposal of Imara SP Reid proprietary Limited.

Having assessed the contents of the letter, taking into account that the amount claimed is largely based on unsubstantiated

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 2016, Imara had a total of 286 shareholders of which 272, (54.39% by value) were public shareholders.

At the year-end reporting date there was a discrepancy between the number of Imara shares listed on the Venture Capital Board of the Botswana Stock Exchange (reflected as 59 904 301) and the company share register, which recorded 59 494 301 shares in issue. The difference arises from 410 000 shares relating to the company’s share option scheme that were issued in error and which were subsequently listed on the Venture Capital Board. Following representations to the Botswana Stock Exchange Listing Committee the matter has been resolved and the 410 000 have been de-listed and the number of listed shares and the share register are now in balance.

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

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

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

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

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

The company has been trading under a Cautionary Announcement since 27 May 2016. The Cautionary Announcement relates to a potential offer for the company. Discussions are continuing but currently there is no certainty that an offer will be made and consequently the Cautionary Announcement remains in place.

Accordingly, shareholders are advised to exercise caution when dealing in their shares until a further announcement is made.

COMMUNICATION wITh STAKEhOLdERSThe 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

PAGE | 19

ANNUAL REPORT

information and having taken legal advice on the matter, the Group is of the view that:

i) MMI has not complied with the Claim Notification process outlined in the Sale and Purchase; and

ii) the likelihood of any claim succeeding, based on the content of the letter, is remote.

Save as disclosed above, there have been no events or transactions that have occurred since 30 April 2016 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 STATEMENTSThe 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 2016.

The audited financial statements of the Group and company were approved and adopted by the Board on 29 July 2016 and Messrs TB Gaffney and DE Stone were authorised to sign these financial statements.

In view of the loss for the year, no dividend has been declared in respect of the financial year ended 30 April 2016.

20 | PAGE20 | PAGE

Page

CONTENTSIndependent Auditor’s report 21Consolidated income statement 22Consolidated statement of comprehensive income 23Consolidated statement of financial position 24Consolidated statement of cash flows 25Consolidated statement of changes in equity 27Notes to the consolidated financial statements 31 – 108

APPROVAL OF ThE FINANCIAL STATEMENTS By ThE BOARdThe audited financial statements of the Group and company, set out on pages 20 to 108, were approved and adopted by the Board on 29 July 2016 and Messrs TB Gaffney and DE Stone were authorised to sign these financial statements on its behalf.

TB Gaffney dE StoneChief Executive Chief Financial Officer

ANNUAL FINANCIAL STATEMENTS

ANNUAL FINANCIAL STATEMENTS

PAGE | 21

ANNUAL REPORT

PAGE | 21

ANNUAL FINANCIAL STATEMENTS

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 2016, 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 22 to 108.

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.

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

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

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

OPINION In our opinion, the financial statements give a true and fair view of the financial position of Imara Holdings Limited Group as at 30 April 2016, 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 & YoungCertified AuditorsPracticing Member: Bakani Ndwapi (1998 0026)

20 September 2016

Gaborone

INdEPENdENT AUdITOR’S REPORT TO ThE MEMBERS IMARA hOLdINGS LIMITEdFOR THE YEAR ENDED 30 APRIL 2016

22 | PAGE22 | PAGE

CONSOLIdATEd INCOME STATEMENTFOR THE YEAR ENDED 30 APRIL 2016

year ended 30 April

Group Group Company Company2016 2015 2016 2015

Notes Pula Pula Pula Pula

CONTINUING OPERATIONSRevenue 2 95 056 877 121 219 648 71 564 322 12 750 815Other operating income 3 39 841 828 7 325 400 4 761 071 20 179

Total income 134 898 705 128 545 048 76 325 393 12 770 994Operating expenses 4 (114 545 785) (130 012 503) (33 338 027) (26 068 346)Cost of services sold 5 (3 550 699) (5 348 372) – –

Operating profit/(loss) 16 802 221 (6 815 827) 42 987 366 (13 297 352)Finance costs 6 (57) (7 357) (3 363 065) (3 846 126)Share of profits from associates and joint ventures 16 356 176 770 464 – –Impairment losses on investment in associates 16 (330 780) (110 704) – –Impairment of goodwill 12 – (12 266 118) – –

Profit/(loss) from continuing operations before tax 16 827 560 (18 429 542) 39 424 301 (17 143 478)Income tax expense 7 (22 757 742) (5 002 800) (212 032) (148 057)

(Loss)/profit for the year from continuing operations after tax (5 930 182) (23 432 342) 39 212 269 (17 291 535)

dISCONTINUEd OPERATIONS(Loss)/profit after tax from discontinued operations 8 (170 954) 11 182 430 – –Loss arising from recycling of Foreign Currency Translation Reserve on disposal of subsidiary (11 708 794) – – –

(Loss)/profit after tax and foreign currency losses from discontinued operations (11 879 748) 11 182 430 – –

(Loss)/profit for the year (17 809 930) (12 249 912) 39 212 269 (17 291 535)

Attributable to:Owners of the parent – continuing operations (8 838 759) (26 434 596) – –Owners of the parent – discontinued operations (11 879 748) 11 182 430 – –

Owners of the parent (20 718 507) (15 252 166) – –Non-controlling interests 2 908 577 3 002 254 – –

Loss for the year (17 809 930) (12 249 912) – –

EARNINGS PER ShARE FOR ThE yEAREquity shareholders of the parent:Continuing operations – basic thebe 9 (14.86) (44.67) – –Continuing operations – diluted thebe 9 (14.52) (42.94) – –All operations – basic thebe 9 (34.84) (25.78) – –All operations – diluted thebe 9 (34.04) (24.77) – –

PAGE | 23

ANNUAL REPORT

PAGE | 23

ANNUAL FINANCIAL STATEMENTS

CONSOLIdATEd STATEMENT OF COMPREhENSIVE INCOMEFOR THE YEAR ENDED 30 APRIL 2016

year ended 30 April

Group Group Company Company2016 2015 2016 2015Pula Pula Pula Pula

(Loss)/profit for the year (17 809 930) (12 249 912) 39 212 269 (17 291 535)

Other comprehensive income to be reclassified to profit or loss in subsequent periodsAvailable-for-sale – Fair value movements (2 461 264) 1 347 970 (210 941) (197 614)

Net gain/(loss) on available-for-sale financial assets 643 162 869 231 (211 572) (197 722)Reclassification adjustment on disposal of available-for-sale investments (4 760 787) (21 754) 631 108Income tax effect 1 656 361 500 493 – –

Foreign exchange translation 10 478 371 1 550 624 – –

Exchange differences on translation of foreign operations (699 597) 1 550 624 – –Exchange differences on translation relating to the disposal of Imara SP Reid 11 708 794 – – –Income tax benefit on translation of foreign operations (530 826) – – –

Net other comprehensive income to be reclassified to profit or loss in subsequent periods 8 017 107 2 898 594 (210 941) (197 614)

Other comprehensive income not to be reclassified to profit or loss in subsequent periodsRetirement obligations 62 545 524 933 – –

Remeasurement gains on defined benefit plans 73 582 617 571 – –Income tax effect (11 037) (92 638) – –

Other comprehensive income not to be reclassified to profit or loss in subsequent periods 62 545 524 933 – –

Net other comprehensive income 8 079 652 3 423 527 (210 941) (197 614)

Total comprehensive (loss)/income for the year, net of tax (9 730 278) (8 826 385) 39 001 328 (17 489 149)

Attributable to:Owners of the parent (13 419 067) (12 776 894) 39 001 328 (17 489 149)Non-controlling interest 3 688 789 3 950 509 – –

Total comprehensive (loss)/income (9 730 278) (8 826 385) 39 001 328 (17 489 149)

24 | PAGE24 | PAGE

CONSOLIdATEd STATEMENT OF FINANCIAL POSITIONFOR THE YEAR ENDED 30 APRIL 2016

year ended 30 April

Group Group Company Company2016 2015 2016 2015

Notes Pula Pula Pula Pula

ASSETSNon-current assetsEquipment 11 3 699 222 3 799 492 869 309 635 810Goodwill 12 448 746 448 746 – –Intangible assets 13 112 622 176 128 – –Investment in subsidiaries 14 – – 52 147 687 67 733 827Investment in associates and joint ventures 16 1 888 013 1 890 350 647 724 647 724Investment in deferred units – long term 15 1 723 787 – 1 723 787 –Available-for-sale financial assets – long term 17 7 698 794 6 890 069 1 388 181 1 537 673Loans receivable – group companies 18 – – 40 271 639 38 956 500Fixed deposit investment – long term 19 – 538 515 – –Deferred tax assets 7 764 332 248 041 – –

16 335 516 13 991 341 97 048 327 109 511 534

Current assetsInvestment in deferred units – short term 15 757 275 – 757 275 –Listed trading securities 20 1 736 158 1 547 551 – –Trade and other receivables 21 24 173 383 81 710 551 869 010 1 129 418Cash and cash equivalents 22 121 575 316 70 158 197 71 350 678 22 655 401Fixed deposit investment – short term 19 488 051 – – –Tax refundable 23 764 862 162 192 – –

149 495 045 153 578 491 72 976 963 23 784 819

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

Total assets 165 830 561 333 474 235 170 025 290 133 296 353

EQUITy ANd LIABILITIESEquityStated capital 24 51 637 661 51 489 161 51 637 661 51 489 161Non-distributable reserves 14 948 234 6 007 592 9 550 734 9 652 278Equity associated with non-current assets held for sale 8 – 5 177 489 – –Distributable reserves 48 973 400 60 347 051 39 243 846 31 577

Equity attributable to owners of the parent 115 559 295 123 021 293 100 432 241 61 173 016Non-controlling interest 12 167 525 14 108 153 – –

Total equity 127 726 820 137 129 446 100 432 241 61 173 016

Non-current liabilitiesLoans payable – group companies 18 – – 65 869 435 66 946 990Retirement benefit obligation – long term 25 946 053 761 541 – –Deferred tax liabilities 7 319 534 1 700 150 – –

1 265 587 2 461 691 65 869 435 66 946 990

Current liabilitiesIncome tax payable 638 351 1 131 495 – –Trade and other payables 26 36 030 720 98 975 977 3 723 614 5 176 347Bank overdraft 22 169 083 – – –

36 838 154 100 107 472 3 723 614 5 176 347

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

Total liabilities 38 103 741 196 344 789 69 593 049 72 123 337

Total equity and liabilities 165 830 561 333 474 235 170 025 290 133 296 353

PAGE | 25

ANNUAL REPORT

PAGE | 25

ANNUAL FINANCIAL STATEMENTS

CONSOLIdATEd STATEMENT OF CASh FLOwSFOR THE YEAR ENDED 30 APRIL 2016

year ended 30 April

Group Group Company Company2016 2015 2016 2015

Notes Pula Pula Pula Pula

Cash flows from operating activities, before taxProfit/(loss) before tax from continuing operations 16 827 560 (18 429 542) 39 424 301 (17 143 478)discontinued operations (loss)/profit before tax 8 (407 501) 13 922 005 – –

Profit/(loss) before tax 16 420 059 (4 507 537) 39 424 301 (17 143 478)

Adjusted for non-cash items included in profit/loss before taxAmortisation 13 79 437 72 838 – – Depreciation 11 2 227 247 2 476 338 245 553 194 617 Interest received 2 (3 241 439) (7 493 889) (2 191 937) (2 944 123)Finance costs 6 86 756 727 326 3 563 065 3 846 126 Share of profit from associates 16 (356 176) (770 465) – – Impairment losses on investment in associates 16 330 780 110 701 – – Impairment charges – trade and other receivables 21 990 000 2 155 489 – – Impairment charges – loan to joint venture 184 429 562 773 – –Impairment charges – goodwill – 12 266 118 – – Share-based payment expense – options 4 109 397 435 581 13 669 68 393 Foreign exchange differences (5 085 681) 578 960 (4 615 849) (177 723)Loss on disposal of investment in associate – 375 000 – – (Profit)/loss from sale of investments 514 279 (25 310) (985) (181)Loss on disposal of subsidiaries – – 15 334 425 –Profit from sale of other investments (48 045) (31 284) – – Profit from sale of subsidiary (24 542 102) – – –Transfer to profit and loss on disposal of available-for-sale financial assets (283 459) 21 754 631 108 Dividends received (99 483) (516 128) (65 604 502) (4 266 807)(Profit)/loss on disposal of equipment (202 960) 29 717 (140 209) –

Operating (cash outflows)/cash inflows before working capital adjustments (12 916 961) 6 468 282 (13 971 838) (20 423 068)

Increase in listed trading securities (188 607) (1 502 062) – – Decrease in trade and other receivables 56 547 168 8 777 288 260 406 266 127 (Decrease )/increase in trade and other payables (62 760 749) 5 953 885 (1 452 731) 2 142 266

Cash (used in)/generated from operations (19 319 149) 19 697 393 (15 164 163) (18 014 675)Income tax paid 7 (24 049 890) (6 957 637) (212 032) (148 057)Interest received 3 241 439 7 493 889 2 191 937 2 944 123 Finance costs 6 (86 756) (727 326) (3 563 065) (3 846 126)

Net cash flows (used in)/generated from operating activities (40 214 356) 19 506 319 (16 747 323) (19 064 735)

26 | PAGE26 | PAGE

year ended 30 April

Group Group Company Company2016 2015 2016 2015

Notes Pula Pula Pula Pula

Cash flows from investing activities Dividends received – non-group 2 99 483 516 128 358 990 693 613 Dividends received – associates and subsidiaries 2 & 16 288 337 565 550 65 245 512 3 573 194 Acquisition of associates 16 (260 604) (76 065) – (76 065)Acquisition of non – controlling interest in subsidiary 14 – – – (1 404 419)Investment in fixed deposit 19 – (538 515) – – Purchase of equipment – to maintain operating capacity 11 (2 097 126) (1 352 093) (560 271) (96 030)Purchase of intangible assets 13 – (15 481) – – Purchase of deferred units (net of redemptions) 15 (2 560 721) – (2 560 721) –Cash received from capital reduction in subsidiary – – 347 444 –Proceeds from sale of subsidiary 74 461 052 – – –Proceeds from sale of equipment 356 518 75 628 221 429 – Loans (granted to)/received from group companies – – (1 315 139) 8 002 547 Proceeds from disposal of available-for-sale financial assets 10 889 69 854 149 891 102 916 Disposal/(purchase) of available-for-sale financial assets (1 911 174) (1 556 474) – –

Net cash flows generated from/(used in) investing activities 68 386 654 (2 311 468) 61 887 135 10 795 756

Cash flows from financing activities Proceeds from issue of shares 24 148 500 558 150 148 500 558 150 Acquisition of non-controlling interest in subsidiary* 14 – (671 986) – –Payment to non-controlling shareholders – redemption of preference shares in subsidiary (950 096) – – –Proceeds from sale of interest in subsidiary* 109 743 92 983 – –Cash paid from capital reduction in subsidiary (347 444) – – –Loans (granted to)/received from group companies – – (1 077 555) 13 627 822 Dividends paid – equity holders of the parent and non-controlling interest in subsidiaries (3 793 539) (7 365 514) – (2 957 590)

Net cash flows (used in)/generated from financing activities (4 832 836) (7 386 367) (929 055) 11 228 382

Net increase in cash and cash equivalents 23 339 462 9 808 484 44 210 757 2 959 403

Net foreign exchange differences on cash and cash equivalents held in foreign currency 4 484 520 21 355 4 484 520 (21 355)Cash and cash equivalents at beginning of year 93 582 251 83 752 412 22 655 401 19 717 353

Cash and cash equivalents at end of year 22 121 406 233 93 582 251 71 350 678 22 655 401

Comprising:Cash and equivalents and short-term investments 121 575 316 70 158 197 71 350 678 22 655 401 Cash component of non-current assets held for resale – 23 424 054 – – Bank overdraft (169 083) – – –

Net cash and cash equivalents 121 406 233 93 582 251 71 350 678 22 655 401

Note: • An amount of P671 986 relating to “Acquisition of non-controlling interest in subsidiary” and P92 983 relating to “Proceeds from sale of non-controlling interest in subsidiary:” were reflected as “investing activities” in the 2015 statement of cash flows. These amounts have been reclassified to “financing activities” in the current year statement of cash flows.

CONSOLIdATEd STATEMENT OF CASh FLOwS (continued)

FOR THE YEAR ENDED 30 APRIL 2016

PAGE | 27

ANNUAL REPORT

PAGE | 27

ANNUAL FINANCIAL STATEMENTS

CONSOLIdATEd STATEMENT OF ChANGES IN EQUITyFOR THE YEAR ENDED 30 APRIL 2016

GROUP: TOTAL EQUITy

Stated capital

Non- distributable

reservesDistributable

reserves Total

Non- controlling

interestTotal

equityNotes Pula Pula Pula Pula Pula Pula

(Note 24) (See below)

Balance – 1 May 2014 50 931 011 8 799 160 79 242 797 138 972 968 13 964 932 152 937 900Profit 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 income/(loss) – 1 950 340 (14 727 233) (12 776 893) 3 950 508 (8 826 385)Subtotal 50 931 011 10 749 500 64 515 564 126 196 075 17 915 440 144 111 515

Issue of new shares – ordinary shares (see note 1 below) 558 150 – – 558 150 – 558 150Share-based payment expense – share options (net) 29 – 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 – – (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 14 108 153 137 129 446

Balance – 1 May 2015 51 489 161 11 185 081 60 347 051 123 021 293 14 108 153 137 129 446(Loss)/profit for the year – – (9 009 713) (9 009 713) 2 908 577 (6 101 136)Recycling of Foreign Currency Translation Reserve on disposal on subsidiary – – (11 708 794) (11 708 794) – (11 708 794)Other comprehensive income – 6 141 056 62 545 6 203 601 1 876 051 8 079 652

Total comprehensive income/(loss) – 6 141 056 (20 655 962) (14 514 906) 4 784 628 (9 730 278)Subtotal 51 489 161 17 326 137 39 691 089 108 506 387 18 892 781 127 399 168Issue of new shares – ordinary shares (see note 1 below) 148 500 – – 148 500 – 148 500Share-based payment expense – share options (net) 29 – 109 397 – 109 397 – 109 397Acquisition of minority interest in subsidiary company – – 1 491 545 1 491 545 (1 491 545) –Disposal of minority interest in subsidiary company – – – – 61 699 61 699Preference shares redeemed – – – – (950 096) (950 096)Capital reduction in subsidiary – 167 684 167 684 (380 578) (212 894)Transfer from other reserves on realisation of equipment in subsidiary – (147 904) 319 101 171 197 (171 197) –Discontinued operation (2 259 737) 7 303 981 5 044 244 – 5 044 244Dividends paid – non-controlling shareholders – – – – (3 793 539) (3 793 539)Revaluation of deferred units – (79 659) – (79 659) – (79 659)

Balance – 30 April 2016 51 637 661 14 948 234 48 973 400 115 559 295 12 167 525 127 726 820Notes:1. Issue of shares Issue of new ordinary shares. This represents shares issued under the group share option scheme.2. Non-distributable reserves The opening balance for the 2016 financial year of P11 185 081 includes an amount of P5 177 489 which relates to the disposal of Imara SP Reid Proprietary Limited (note 36).

28 | PAGE28 | PAGE

GROUP: NON-dISTRIBUTABLE RESERVES

Amalga-mation

reservePula

Foreign currency

translation reserve

Pula

Share-based payment reserve

Pula

Available-for-sale financial reserve

Pula

Other reserves

PulaTotalPula

Balance – 1 May 2014 89 960 1 139 466 8 091 813 2 189 129 (2 711 208) 8 799 160Other comprehensive income – 602 369 – 1 347 970 – 1 950 339Share-based payment expense – share options (note 29) – – 435 582 – – 435 582

Share-based payment expense – employees of subsidiary companies – – 367 189 – – 367 189Share-based payment expense – employees of the company – – 68 393 – – 68 393

Balance – 30 April 2015 89 960 1 741 835 8 527 395 3 537 099 (2 711 208) 11 185 081

Amalga-mation

reserve

Foreign currency

translation reserve

Share-based

payment reserve

Available-for-sale

financial reserve

Other reserves

Total non-distri-

butable reserves

Pula Pula Pula Pula Pula Pula

Balance – 1 May 2015 89 960 1 741 835 8 527 395 3 537 099 (2 711 208) 11 185 081Other comprehensive income/(loss) – 9 698 160 (3 557 104) 6 141 056Elimination of share-based reserve on disposal of subsidiary(See note 1 below) – – (2 259 737) – – (2 259 737)Transfer from other reserves on realisation of equipment in subsidiary – – – – (147 904) (147 904)Revaluation of deferred units – – – – (79 659) (79 659)Share-based payment expense – share options (note 29) – – 109 397 – – 109 397

Share-based payment expense –employees of subsidiary companies – – 95 728 – – 95 728Share-based payment expense – employees of the company – – 13 669 – – 13 669

Balance – 30 April 2016 89 960 11 439 995 6 377 055 (20 005) (2 938 771) 14 948 234

Other reserves compriseAt 30 April

2015Movement

for the yearAt 30 April

2016

Equipment reserve (see note 2 below) 147 904 (147 904) –Acquisition reserve (see note 3 below) (2 859 112) – (2 859 112)Deferred units reserve (see note 4 below) – (79 659) (79 659)

(2 711 208) (227 563) (2 938 771)Notes:1. Elimination of share-based reserve relating to the former subsidiary company Imara SP Reid Proprietary Limited, which was disposed of in June 2016. 2. Equipment reserve 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.3. Acquisition reserve 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.4. deferred units reserve A reserve arising from the revaluation of deferred units (note 15).

CONSOLIdATEd STATEMENT OF ChANGES IN EQUITy (continued)

FOR THE YEAR ENDED 30 APRIL 2016

PAGE | 29

ANNUAL REPORT

PAGE | 29

ANNUAL FINANCIAL STATEMENTS

CONSOLIdATEd STATEMENT OF ChANGES IN EQUITy (continued)

FOR THE YEAR ENDED 30 APRIL 2016

COMPANy: TOTAL EQUITy

Stated capital

Pula

Non-distributable

reserves Pula

Distributable reserves

Pula

Total equity

Pula

(Note 24) (See√ below)

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)

Subtotal 50 931 011 9 216 696 (2 989 167) 63 136 874

Issue of new shares 558 150 – – 558 150Dividend 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

Stated capital

Pula

Non-distributable

reserves Pula

distributable reserves

Pula

Total equity

Pula

Balance – 1 May 2015 51 489 161 9 652 278 31 577 61 173 016

Profit for the year – – 39 212 269 39 212 269Other comprehensive loss – (210 941) – (210 941)

Total comprehensive (profit)/loss – (210 941) 39 212 269 39 001 328

Subtotal 51 489 161 9 441 337 39 243 846 100 174 344Issue of new shares 148 500 – – 148 500Share-based payment expense – share options (net) – 109 397 – 109 397

Balance – 30 April 2016 51 637 661 9 550 734 39 243 846 100 432 241

30 | PAGE30 | PAGE

COMPANy: NON-dISTRIBUTABLE RESERVES

Share- based

payment reserve

Available-for-salefinancial reserve

Deferred units

reserve

Total non-distributable

reservePula Pula Pula Pula

Balance – 1 May 2014 8 329 166 1 085 144 – 9 414 310Other 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 367 189 – – 367 189Share-based payment expense – employees of the company 68 393 – – 68 393

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

Share- based

payment reserve

Available-for-sale

financial reserve

deferred units

reserve

Total non-distributable

reservePula Pula Pula Pula

Balance – 1 May 2015 8 764 748 887 530 – 9 652 278Other comprehensive loss – (131 282) (79 659) (210 941)

Share-based payment expense – share options (net) 109 397 – – 109 397

Share-based payment expense – employees of subsidiary companies 95 728 – – 95 728Share-based payment expense – employees of the company 13 669 – – 13 669

Balance – 30 April 2016 8 874 145 756 248 (79 659) 9 550 734

CONSOLIdATEd STATEMENT OF ChANGES IN EQUITy (continued)

FOR THE YEAR ENDED 30 APRIL 2016

PAGE | 31

ANNUAL REPORT

PAGE | 31

ANNUAL FINANCIAL STATEMENTS

NOTES TO ThE CONSOLIdATEd FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 APRIL 2016

1. SUMMARy OF SIGNIFICANT ACCOUNTING POLICIES

Corporate information

The consolidated financial statements of the group for the year ended 30 April 2016 were authorised for issue in accordance with a resolution of the directors on 29 July 2016. The group is a limited liability company incorporated and domiciled in Botswana, whose shares are publicly traded. The registered office is located at:

Union Provident Trust, Plot 465, Mathangwane Road, Extension 4,Gaborone, Botswana.

The principal activities of the group are asset management, corporate finance advisory, private equity, 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 consolidated 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.

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.

32 | PAGE32 | PAGE

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

for the year ended 30 april 2016

1. SUMMARy OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Basis of consolidation (continued)

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 translation differences recorded in equity;

} recognises the fair value of the consideration received;

} recognises the fair value of any investments retained;

} recognises any surplus or deficit in profit or loss; and

} 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. The financial results for the Zimbabwe business are adjusted to 30 April so that these are co-terminous with the year-end of the parent company.

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.

The group applied for the first time certain standards and amendments, which are effective for annual periods beginning on or after 1 January 2015. The group has not early adopted any other standard, interpretation or amendment that has been issued but is not yet effective.

The nature and the effect of these changes are disclosed below. Although these new standards and amendments applied for the first time in 2016 they did not have a material impact on the annual consolidated financial statements of the group. The nature and the impact of each new standard or amendment are described below:

Amendments to IAS 19 defined Benefit Plans: Employee Contributions

IAS 19 requires an entity to consider contributions from employees or third parties when accounting for defined benefit plans. Where the contributions are linked to service, they should be attributed to periods of service as a negative benefit. These amendments clarify that, if the amount of the contributions is independent of the number of years of service, an entity is permitted to recognise such contributions as a reduction in the service cost in the period in which the service is rendered, instead of allocating the contributions to the periods of service. The group does have defined benefit plans in certain subsidiary companies. The amendment has had no material impact on the group.

Annual Improvements 2010-2012 Cycle

The group has applied for the first time, the following improvements in these consolidated financial statements.

IFRS 2 Share-based Payment

This improvement is applied prospectively and clarifies various issues relating to the definitions of performance and service conditions which are vesting conditions. The clarifications are consistent with how the group has identified any performance and service conditions which are vesting conditions in previous periods. The group’s Share Option Scheme terminated on 15 October 2015 and the last options granted under the scheme were on 18 July 2013. (See note 29). Consequently, these amendments did not impact the group and company’s financial statements or accounting policies.

IFRS 3 Business Combinations

The amendment clarifies that all contingent consideration arrangements classified as liabilities or assets arising from a business combination must be subsequently measured at fair value through profit or loss whether or not they fall within the scope of IFRS 9 (or IAS 39, as applicable). The amendment has been applied prospectively and has had no material impact on the group.

PAGE | 33

ANNUAL REPORT

PAGE | 33

ANNUAL FINANCIAL STATEMENTS

1. SUMMARy OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Annual Improvements 2010-2012 Cycle (continued)

IFRS 8 Operating Segments

The amendments are applied retrospectively and clarify that:

} an entity must disclose the judgements made by management in applying the aggregation criteria in paragraph 12 of IFRS 8, 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 reconciliation of segment assets to total assets is only required to be disclosed if the reconciliation is reported to the chief operating decision maker, similar to the required disclosure for segment liabilities. The group has not applied the aggregation criteria in IFRS 8.12. The group has presented the reconciliation of segment assets to total assets in previous periods and continues to disclose the same in note 10 in this period’s financial statements as the reconciliation is reported to the chief operating decision maker for decision making purposes.

IFRS 13 Fair Value Measurement

The amendment clarifies that the portfolio exception in IFRS 13 can be applied not only to financial assets and financial liabilities, but also to other contracts within the scope of IFRS 9 (or IAS 39, as applicable). The amendment has been applied prospectively and has had no material impact on the group.

IAS 16 Property, Plant and Equipment and IAS 38 Intangible Assets

The amendment is applied retrospectively and clarifies in IAS 16 and IAS 38 that the asset may be revalued by reference to observable data by either adjusting the gross carrying amount of the asset to market value or by determining the market value of the carrying value and adjusting the gross carrying amount proportionately so that the resulting carrying amount equals the market value. In addition, the accumulated depreciation or amortisation is the difference between the gross and carrying amounts of the asset. The group uses the cost model in accounting for equipment. This amendment therefore did not have an impact on the group.

IAS 24 Related Party disclosures

The amendment is applied retrospectively and 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. The group already discloses income received and expenses incurred for management services (note 18).

IAS 40 Investment Property

The description of ancillary services in IAS 40 differentiates between investment property and owner-occupied property (i.e., property, plant and equipment). The amendment clarifies that IFRS 3, not the description of ancillary services in IAS 40, is used to determine whether the transaction is the purchase of an asset or business combination. The group does not have investment properties and the amendment has therefore had no impact on the group.

Standards issued but not effective in the current year

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

IAS 1 disclosure Initiative – Amendments to IAS 1

Effective for annual periods beginning on or after 1 January 2016 the amendments clarify (rather than significantly change, existing IAS 1 requirements):

} 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;

} 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.

34 | PAGE34 | PAGE

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

for the year ended 30 april 2016

1. SUMMARy OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Annual Improvements 2010-2012 Cycle (continued)

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

This is expected to impact the disclosure of the group and company’s future financial statements (though not significantly), but not the measurement.

IFRS 9 Financial Instruments: Classification and Measurement

In July 2014, the IASB issued the final version of IFRS 9 Financial Instruments that replaces IAS 39 Financial Instruments: Recognition and Measurement and all previous versions of IFRS 9. IFRS 9 brings together all three aspects of the accounting for financial instruments project: classification and measurement, impairment and hedge accounting. IFRS 9 is effective for annual periods beginning on or after 1 January 2018, with early application permitted. Except for hedge accounting, retrospective application is required but providing comparative information is not compulsory. For hedge accounting, the requirements are generally applied prospectively, with some limited exceptions.

The group plans to adopt the new standard on the required effective date.

Overall, the group expects no significant impact on its balance sheet and equity except for the effect of applying the impairment requirements of IFRS 9.

(a) Classification and measurement

The group does not expect a significant impact on its balance sheet or equity on applying the classification and measurement requirements of IFRS 9. It expects to continue measuring at fair value all financial assets currently held at fair value.

The equity shares in non-listed companies are already measured at fair value through profit and loss therefore the application of IFRS 9 would not have a significant impact.

Loans as well as trade receivables are held to collect contractual cash flows and are expected to give rise to cash flows representing solely payments of principal and interest. Thus, the group expects that these will continue to be measured at amortised cost under IFRS 9. However, the group will analyse the contractual cash flow characteristics of those instruments in more detail before concluding whether all those instruments meet the criteria for amortised cost measurement under IFRS 9.

(b) Impairment

IFRS 9 requires the group to record expected credit losses on all of its debt securities, loans and trade receivables, either on a 12-month or lifetime basis. The group expects to apply the simplified approach and record lifetime expected losses on all trade receivables.

(c) Hedge accounting

The group does not enter into hedge transactions and believes that this aspect of the standard will not have an impact on the financial statements when the standard is fully adopted

IFRS 15 Revenue from Contracts with Customers

IFRS 15 was issued in May 2014 and establishes a new five-step model that will apply to revenue arising from contracts with customers. Under IFRS 15 revenue is recognised at an amount that reflects the consideration to which an entity expects to be entitled in exchange for transferring goods or services to a customer. The principles in IFRS 15 provide a more structured approach to measuring and recognising revenue. The new revenue standard is applicable to all entities and will supersede all current revenue recognition requirements under IFRS. Either a full or modified retrospective application is required for annual periods beginning on or after 1 January 2018 with early adoption permitted. The group and company plans to adopt the new standard on the required effective date and is still assessing its likely impact.

Amendments to IAS 7 – IAS 7 disclosure Initiative

The amendments to IAS 7 statement of cash flows are part of the IASB’s Disclosure Initiative and require an entity to provide disclosures that enable users of financial statements to evaluate changes in liabilities arising from financing activities, including both changes arising from cash flows and non-cash changes.

PAGE | 35

ANNUAL REPORT

PAGE | 35

ANNUAL FINANCIAL STATEMENTS

1. SUMMARy OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Annual Improvements 2010-2012 Cycle (continued)

On initial application of the amendment, entities are not required to provide comparative information for preceding periods. Early application is permitted.

The amendments are intended to provide information to help investors better understand changes in a company’s debt. The group and company has no debt and therefore this amendment will have no impact on its financial statements.

Annual Improvements 2012-2014 Cycle

These improvements are effective for annual periods beginning on or after 1 January 2016. They include:

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 amendment.

Applicability of the offsetting disclosures to condensed interim financial statements: } the amendment clarifies that the offsetting disclosure requirements do not apply to condensed interim financial statements,

unless such disclosures provide a significant update to the information reported in the most recent annual report.

The group and company plan to adopt the amendment on the required effective date and is still assessing its likely impact.

Amendments to IFRS 10, IFRS 12 and IAS 28 Investment Entities: Applying the Consolidation Exception

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 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.

These amendments must be applied retrospectively and are effective for annual periods beginning on or after 1 January 2016, with early adoption permitted.

Imara consolidates all of its subsidiary companies. The exemption will only apply to private equity investment entities in the future years. At the reporting date, the group had no private equity investments.

Amendments to IAS 12 – IAS 12 Recognition of deferred Tax Assets for Unrealised Losses

The IASB issued the amendments to IAS 12 Income Taxes to clarify the accounting for deferred tax assets for unrealised losses on debt instruments measured at fair value.

The amendments clarify that an entity needs to consider whether tax law restricts the sources of taxable profits against which it may make deductions on the reversal of that deductible temporary difference. Furthermore, the amendments provide guidance on how an entity should determine future taxable profits and explains in which circumstances taxable profit may include the recovery of some assets for more than their carrying amount.

The group and company plan to adopt the amendment on the required effective date and is still assessing its likely impact.

IFRS 16 Leases

This is effective for annual periods beginning on or after 1 January 2019. The scope of IFRS 16 includes leases of all assets, with certain exceptions. A lease is defined as a contract, or part of a contract, that conveys the right to use an asset (the underlying asset) for a period of time in exchange for consideration. IFRS 16 requires lessees to account for all leases under a single on-balance sheet model in a similar way to finance leases under IAS 17. The standard includes two recognition exemptions for lessees – leases of ’low-value’ assets (e.g., personal computers) and short-term leases (i.e., leases with a lease term of 12 months or less). At the commencement date of a lease, a lessee will recognise a liability to make lease payments (i.e., the lease liability) and an asset representing the right to use the underlying asset during the lease term (i.e., the right-of-use asset).

36 | PAGE36 | PAGE

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

for the year ended 30 april 2016

1. SUMMARy OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Annual Improvements 2012-2014 Cycle (continued)

Lessees will be required to separately recognise the interest expense on the lease liability and the depreciation expense on the right-of-use asset. Lessees will be required to remeasure the lease liability upon the occurrence of certain events (e.g., a change in the lease term, a change in future lease payments resulting from a change in an index or rate used to determine those payments). The lessee will generally recognise the amount of the remeasurement of the lease liability as an adjustment to the right-of-use asset. Lessor accounting is substantially unchanged from today’s accounting under IAS 17. Lessors will continue to classify all leases using the same classification principle as in IAS 17 and distinguish between two types of leases: operating and finance leases.

Transition

A lessee can choose to apply the standard using either a full retrospective or a modified retrospective transition approach. The standard’s transition provisions permit certain reliefs. Early application is permitted, but not before an entity applies IFRS 15.

Impact

The lease expense recognition pattern for lessees will generally be accelerated as compared to today. Key balance sheet metrics such as leverage and finance ratios, debt covenants and income statement metrics, such as earnings before interest, taxes, depreciation and amortisation (EBITDA), could be impacted. Also, the cash flow statement for lessees could be affected as payments for the principal portion of the lease liability will be presented within financing activities.

Lessor accounting will result in little change compared to today’s lessor accounting. The standard requires lessees and lessors to make more extensive disclosures than under IAS 17. Given the significant accounting implications, lessees will have to carefully consider the contracts they enter into to identify any that are, or contain, leases. This evaluation will also be important for lessors to determine which contracts (or portions of contracts) are subject to the new revenue recognition standard.

The group and company plan to adopt the new standard on the required effective date and is still assessing its likely impact.

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. This amendment is not yet effective but has to be applied prospectively. It is not anticipated that the adoption of the amendment will have an impact on the group.

Amendments to IAS 27 – IAS 27 Equity Method in Separate Financial Statements

The amendments to IAS 27 Separate Financial Statements allow an entity to use the equity method as described in IAS 28 to account for its investments in subsidiaries, joint ventures and associates in its separate financial statements. Therefore, an entity must account for these investments either:

} at cost;

} in accordance with IFRS 9 (or IAS 39); or

} using the equity method.

The entity must apply the same accounting for each category of investment. It is not anticipated that this amendment will have an impact on the group.

Cost of services sold

Cost of services sold consists of all direct costs associated with revenue generation inclusive of subcontractor 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 be sold or consumed in its normal operating cycle;

} held primarily for the purpose of trading;

} expected to be realised within 12 months after the reporting period; or

} cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period.

PAGE | 37

ANNUAL REPORT

PAGE | 37

ANNUAL FINANCIAL STATEMENTS

1. SUMMARy OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Current vs non-current classifications (continued)

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;

} it is due to be settled within 12 months after the reporting period, or

} there is no unconditional right to defer the settlement of the liability for at least 12 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 the 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.

38 | PAGE38 | PAGE

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

for the year ended 30 april 2016

1. SUMMARy OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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 27).

Financial instruments

Financial assets

Initial recognition

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

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

PAGE | 39

ANNUAL REPORT

PAGE | 39

ANNUAL FINANCIAL STATEMENTS

1. SUMMARy OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Financial instruments (continued)

Financial assets (continued)

Initial recognition (continued)

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 available-for-sale financial assets, listed and unlisted trading securities, investments in deferred units, loans 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.

Investment in deferred units

In July 2015, the group introduced a Deferred Remuneration Scheme (DRS) for management employees. Details of the DRS are recorded in note 15.

Investments in deferred units (DUs) are non-derivative financial assets. After initial measurement, DUs 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, as an employment cost.

DUs are revalued monthly against the publically quoted market price of the investments.

When DUs are determined to be impaired, the cumulative loss recorded in other comprehensive income is reclassified to profit or loss.

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 is reclassified to profit or loss.

40 | PAGE40 | PAGE

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

for the year ended 30 april 2016

1. SUMMARy OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Financial instruments (continued)

Financial assets (continued)

Subsequent measurement (continued)

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 as fair value through profit or loss financial assets. Gains and losses are recognised in profit or loss.

Unlisted securities

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

Trade receivables

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

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

PAGE | 41

ANNUAL REPORT

PAGE | 41

ANNUAL FINANCIAL STATEMENTS

1. SUMMARy OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Financial instruments (continued)

Financial liabilities (continued)

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.

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.

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.

42 | PAGE42 | PAGE

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

for the year ended 30 april 2016

1. SUMMARy OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Financial assets carried at amortised cost (continued)

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.

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.

PAGE | 43

ANNUAL REPORT

PAGE | 43

ANNUAL FINANCIAL STATEMENTS

1. SUMMARy OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Impairment of non-financial assets (continued)

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 substantially retains 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.

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.

44 | PAGE44 | PAGE

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

for the year ended 30 april 2016

1. SUMMARy OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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.

Business combinations under common control are accounted for using the pooling of interest method. Under this method the assets, liabilities and reserves of the transferor company are recorded by the transferee company at their existing carrying values. The comparative amounts were restated.

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 in profit or loss. 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.

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.

PAGE | 45

ANNUAL REPORT

PAGE | 45

ANNUAL FINANCIAL STATEMENTS

1. SUMMARy OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Income taxes (continued)

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, is recognised subsequently if new information about facts and circumstances change. The adjustment would either be treated as a reduction to goodwill (as long as it does not exceed goodwill) 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 at source and is treated as a direct income tax charge in the year in which the tax is withheld.

Intangible assets

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

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

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

46 | PAGE46 | PAGE

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

for the year ended 30 april 2016

1. SUMMARy OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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 and in the prior year the group had four associate companies, one of which is domiciled in Malawi, one in South Africa and two in Zambia. 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 co-terminous with the rest of the Imara group. Adjustments are made for the effects of any significant transactions or events that occur between the reporting date of the associate and that of the group. The accounting policies of associates conform to those used by the group for like transactions and events in similar circumstances. The reporting date for the other associate companies is 30 April. Details of associate companies are recorded in note 16.

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.

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 Act requires the payment of a service benefit, (referred to in the Act as a severance benefit), to all permanent employees. The benefit is 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. The service benefit expense is accrued monthly and is charged to profit and loss and included as part of employment costs.

In Mauritius, the retirement gratuity is an unfunded defined benefit plan with the benefit determined based on length of service and final salary. Remeasurements, comprising of actuarial gains and losses are recognised immediately in the statement of financial position with a corresponding debit or credit to retained earnings through other comprehensive income, in the period in which they occur. Remeasurements are not reclassified to profit and loss in subsequent periods. Past service costs are recognised in profit and loss on the earlier of:

} the date of the plan amendment or curtailment; and

} the date that the company recognises restructuring related costs.

Expenses are recognised in profit or loss as incurred. Actuarial gains and losses, are recognised in other comprehensive income as incurred.

The Deferred Remuneration Scheme (DRS) relates to an incentive scheme for employees. In terms of this scheme, monetary amounts, denominated in United States Dollars, are allocated to eligible employees. The amounts set aside for the DRS are invested in the company’s name in deferred units (DUs) which vest annually, in equal proportions on 30 April, over a three-year period. Except in the case of retirement or retrenchment, employees have no rights to the DUs until the vesting date/s. The DRS has been accounted for as “Other long-term employee benefits” and is measured at the present value of the amount that the group expects will be required to settle the obligation at each reporting date (note 15).

PAGE | 47

ANNUAL REPORT

PAGE | 47

ANNUAL FINANCIAL STATEMENTS

1. SUMMARy OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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 have been met.

Brokerage, commission and fee income

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

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.

Contracts for Difference (CFD’s) and Futures Trading

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

Interest

Interest revenue is recognised using the effective interest rate method.

Management fees – Group

Revenue is recognised on an accruals 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.

48 | PAGE48 | PAGE

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

for the year ended 30 april 2016

1. SUMMARy OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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 29.

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.

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 28.

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.

Principal vs Agent Relationship

For funds under management held by the group’s asset management businesses, the mandates between the investor and the company, stipulate the specific rights that the asset manager has with regards to the investor’s portfolio. The investor’s portfolio is not considered to be part of the group’s assets as the funds are held in a fiduciary capacity. Hence a principal and agent relationship exists.

PAGE | 49

ANNUAL REPORT

PAGE | 49

ANNUAL FINANCIAL STATEMENTS

1. SUMMARy OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Judgements (continued)

Income earned on invested funds is for the account of the investor and is not recorded as part of the group’s revenue. Management is required to exercise judgement when implementing investment mandates but in view of the principal and agent relationship, the group has no direct exposure to market and investment risk.

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 17.

Group payables and receivables

Judgement is required in assessing the fair value of group receivables and payables. The fair value of group receivables is determined periodically, by reference to the net assets value and cash flows of the respective companies. Interest paid and received on group payables and receivables are based on the deemed interest rate set by the Botswana Unified Revenue Services, from time to time. This rate, which is linked to the Bank of Botswana prime rate is considered to be an acceptable market related interest rate.

Estimates and assumptions

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

Share-based payments

The group measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. Estimating fair value for share-base payments transactions requires determination of the most appropriate valuation model, which is dependent on the terms and conditions of the grant. This estimate also requires determination of the most appropriate inputs to the valuation model including forfeiture rates, volatility and dividend yield and making assumptions about them. The assumptions and methodology used for estimating fair value for share-based payments transactions are more fully disclosed in note 29.

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 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 12.

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.

50 | PAGE50 | PAGE

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

for the year ended 30 april 2016

ANNUAL FINANCIAL STATEMENTS

1. SUMMARy OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Estimates and assumptions (continued)

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 25.

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 P50 767 380. These losses relate primarily to subsidiaries that have a history of losses, and in such instances, the group has determined that it cannot recognise deferred tax assets on the losses carried forward. Tax losses in one tax jurisdiction may also not be used to offset taxable income in another tax jurisdiction. However, where tax losses carried forward are in the same tax jurisdiction and can be used to offset future taxable income in the same jurisdiction, 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 director’s valuations. Where directors’ valuations are used, these require judgment 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 | 51

ANNUAL REPORT

PAGE | 51

ANNUAL FINANCIAL STATEMENTS

year ended 30 April

Group Group Company Company2016 2015 2016 2015

Notes Pula Pula Pula Pula

2. REVENUEAsset management fees: 50 473 634 58 514 913 – –

Management fees 46 803 014 52 400 869 – –Performance fees 342 991 3 555 970 – –Commissions 726 390 610 482 – –Linked investment fees 2 601 239 1 947 592 – –

Brokerage 19 241 908 24 780 898 – –Commissions – 610 482 – –Corporate finance fees 4 023 953 18 393 370 – –Dividends received: 99 483 173 558 65 604 502 4 266 807

From unlisted investments: } Group 18 – – 65 533 852 4 138 744 } Non-group 99 483 173 558 70 650 128 063

Fee income 259 630 165 000 – –Fiduciary fees 1 517 384 921 476 – –Interest income: 2 948 622 1 500 317 2 191 937 2 944 123

} Group – – 2 182 247 2 935 764 } Non-group 2 948 622 1 500 317 9 690 8 359

Management fee income 18 – – 3 767 883 5 539 885Securities trading (fair value losses or gains) (91 244) 492 758 – –Trust business: 16 583 507 15 666 876 – –

Annual domicilium fees 7 486 097 7 993 255 – –Management and administration fees 7 690 723 5 967 322 – –Other trust fees 1 406 687 1 706 299 – –

95 056 877 121 219 648 71 564 322 12 750 815

3. OThER OPERATING INCOMECost awards – arbitration process – 258 378 – –Exchange gains 5 666 201 518 816 4 484 518 –Transfer to profit and loss on disposal ofavailable-for-sale financial assets – (21 754) – (108)Fee recoveries 2 085 450 2 362 703 – –Operating lease income 1 765 906 – – –Profit on disposal of equipment 253 311 6 908 140 209 –Profit on disposal of investments 48 399 56 667 354 73Profit on disposal of Imara SP Reid Proprietary Limited 24 542 102 – – –Rebates – 455 418 – –Reversal of impairment provisions 1 826 063 1 019 092 – –Sub-delegation management fees 1 646 810 1 468 179 – –Sundry income 2 007 586 1 200 993 135 990 20 214

39 841 828 7 325 400 4 761 071 20 179

52 | PAGE52 | PAGE

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

for the year ended 30 april 2016

year ended 30 April

Group Group Company Company2016 2015 2016 2015

Notes Pula Pula Pula Pula

4. OPERATING ExPENSES Included in operating expenses are:Specified items:Auditor’s remuneration 2 306 475 2 715 375 542 532 779 430

Current year 2 306 475 2 715 375 – 779 430Prior year under provision – – 542 532 –

Amortisation 13 79 437 72 838 – –Depreciation 11 2 194 371 1 986 239 245 552 194 617Directors remuneration 37 482 105 38 690 984 6 266 118 8 529 037

Directors’ remuneration – executive – parent company 18 4 823 277 6 584 487 4 823 277 6 584 487Directors’ remuneration – executive – subsidiaries 18 30 304 732 28 072 598 – –Directors’ remuneration – non-executive 18 2 354 096 4 033 899 1 442 841 1 944 550

Employment costs 31 646 258 41 437 767 3 804 131 4 320 482Impairment charges – trade and other receivables 21 990 000 2 291 902 – –Impairment charges – related party 184 429 426 659 – –Information technology expenses 3 660 059 2 649 119 545 873 189 757Insurance and licenses 2 431 192 1 564 589 1 185 544 863 938Marketing expenses 258 611 1 543 356 258 611 1 543 356Office rent and utility costs 8 808 775 8 307 256 397 396 338 488Professional fees 3 155 224 1 618 587 1 175 000 1 096 077Professional fees – ISPR disposal – 1 623 524 – –Loss on closure of subsidiary – – 15 334 425 –Loss on disposal of equipment 50 351 49 024 – –(Profit)/loss on disposal of investments 231 174 (47 064) 139 002 (181)Share-based payment expense 29 109 397 435 581 13 669 68 393Stock exchange fees 99 000 66 241 99 000 62 000Travel 3 401 603 3 247 001 803 549 915 173

97 088 461 108 678 978 30 810 402 18 900 567Non-specified expenditure 17 457 324 21 333 525 2 527 625 7 167 779

Total operating expenses 114 545 785 130 012 503 33 338 027 26 068 346

directors’ remuneration

Performance bonuses paid to directors are accrued in the financial year in which they are earned, but are only paid in the following financial year, once audited financial statements have been finalised. The directors’ remuneration disclosed in the note above is therefore the amount provided for performance bonuses in respect of the 2016 financial year. The performance bonuses paid in respect of the 2015 financial year, have been charged against the prior year provision and therefore have no impact on profit and loss for the current year.

Employment costs

Employment costs for 2016, include retrenchment and severance costs amounting to P1 183 362, which relate to Imara Capital Zimbabwe (Private) Limited. Retrenchment and severance costs for 2015 amounted to P3 647 951, of which P1 094 315 related to Imara Capital Zimbabwe (Private) Limited and P2 553 636, to Imara Holdings Limited.

PAGE | 53

ANNUAL REPORT

PAGE | 53

ANNUAL FINANCIAL STATEMENTS

year ended 30 April

Group Group Company Company2016 2015 2016 2015

Notes Pula Pula Pula Pula

5. COST OF SERVICES SOLd Commission payable 1 565 879 2 987 191 – –Directly attributable: Employment costs 1 984 820 2 361 181 – –

3 550 699 5 348 372 – –

6. FINANCE COSTSInterest expense – group 18 – – 3 563 065 3 846 126Interest expense – banks 57 7 357 – –

18 57 7 357 3 563 065 3 846 126

year ended 30 April

Group Group2016 2015Pula Pula

7. INCOME TAx – GROUP Current income tax:Current income tax charge 14 988 953 4 152 941Adjustment in respect of over/(under) provision of income tax in previous year 20 153 (11 335)Corporate social responsibility 114 030 136 719Withholding tax 7 909 498 529 700

23 032 634 4 808 025

deferred income taxRelating to origination and reversal of temporary differences (141 722) 72 049Adjustments in respect of deferred tax in the previous year** (133 170) 122 726

(274 892) 194 775

Income tax reported in the income statement 22 757 742 5 002 800

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% 2 524 134 (2 764 431)Adjusted for:Effect of higher domestic rate in Botswana 205 712 261 271Effect of losses in South Africa 3 262 987 (172 633)Effect of higher rate in United Kingdom 25 161 93 831Effect of higher rate in Zimbabwe (117 880) 162 370Effect of lower rate in British Virgin Islands 146 003 (871 895)Effect of lower rate in Mauritius 490 328 –Non-deductible expenses/non-taxable income* 14 743 548 5 314 391Corporate social responsibility 114 030 136 719Withholding tax 7 909 498 529 700Capital gains tax (5 989 666) (2 367)Adjustment in respect of over/(under) provision of income tax in previous year 210 482 (11 335)Adjustment in respect of deferred tax in the previous year (133 170) 122 726Utilisation of previously unrecognised tax losses (subsidiaries) (126 369) (958 035)

23 264 798 1 840 311Deferred tax asset credit not recognised due to uncertainty of future taxable income (507 056) 3 162 489

At effective tax rate (see reconciliation below) 22 757 742 5 002 800

54 | PAGE54 | PAGE

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

for the year ended 30 april 2016

year ended 30 April

Group Group2016 2015Pula Pula

7. INCOME TAx – GROUP (continued)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/non-taxable income summary:Non-deductible expenses (see note below) 59 261 911 6 275 573Non-taxable income (see note below) (44 518 363) (961 182)

Non-deductible expenses (net) – per above 14 743 548 5 314 391

Non-deductible expenses comprise the following major items: Loss on disposal of subsidiary (IHL company), Angola business development expenses and impairment charges.

Non-taxable income comprises the following major items: Foreign dividends and loan forgiveness on group company loans.

** The comparative amount has been restated to correct a prior year classification error. In the prior year, the amount relating to the “Adjustments in respect of deferred tax in the previous year”, was incorrectly aggregated with the amount described as “Relating to origination and reversal of temporary differences”.

year ended 30 April

Group Group2016 2015

% %

Current income taxReconciliation of income tax rateStandard Botswana International Financial Services Centre (IFSC) tax rate 15.0 (15.0)Adjusted for: Effect of higher domestic rate in Botswana 1.2 1.5Effect of losses in South Africa 19.4 (0.9)Effect of higher rate in United Kingdom 0.1 0.5Effect of higher rate in Zimbabwe (0.7) 1.0Effect of lower rate in British Virgin Islands 0.9 (4.7)Effect of lower rate in Mauritius 2.9 –Non-deductible expenses/non-taxable income 87.6 28.8Corporate social responsibility 0.7 0.7Withholding tax 47.0 2.9Capital gains tax, taxed at lower rate (35.6) –Adjustment in respect of deferred tax in the previous year* (0.8) 0.7Adjustment in respect of over/(under) provision of income tax in previous year* 1.3 (0.1)Utilisation of previously unrecognised tax losses (subsidiaries) (0.8) (5.2)

138.2 10.2

Deferred tax asset not recognised due to uncertainty of future taxable income (3.0) 17.0

Effective tax rate 135.2 27.2

* The prior year percentages have been inserted as they were omitted in error in the prior year.

PAGE | 55

ANNUAL REPORT

PAGE | 55

ANNUAL FINANCIAL STATEMENTS

year ended 30 April

Group Group2016 2015Pula Pula

7. INCOME TAx – GROUP (continued)

deferred income tax assetdeferred income tax liabilitiesAccelerated depreciation for tax purposes (288 274) (315 074)Unrealised trading profits 29 552 (113 027)Capital gains tax (7 830) (1 829 928)

(266 551) (2 258 029)

deferred income tax assetsAssessable loss 6 894 606 5 001 586Provisions 651 878 828 085

7 546 484 5 829 671

Net deferred tax asset 7 279 933 3 571 642

Deferred tax not recognised due to uncertainty of future taxable income (6 835 137) (5 023 751)

Net deferred tax asset/(liability) 444 796 (1 452 109)

Analysed as follows per statement of financial positionDeferred tax assets 764 332 248 041Deferred tax liabilities (319 534) (1 700 150)

Net deferred tax asset – per above 444 796 (1 452 109)

Assessed lossesBalance brought forward 70 315 600 51 308 462(Decrease)/increase in current year (19 548 220) 19 007 138

Balance carried forward 50 767 380 70 315 600

} 30 June 2016 – 11 684 } 30 June 2017 646 582 6 088 780 } 30 June 2018 7 646 419 2 204 220 } 30 June 2019 11688 464 11 688 464 } 30 June 2020 20 067 520 19 796 695 } Indefinitely 10 718 395 30 525 757

Assessed losses for which no deferred tax is recognised 50 767 380 70 315 600

56 | PAGE56 | PAGE

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

for the year ended 30 april 2016

year ended 30 April

Group Group2016 2015Pula Pula

7. INCOME TAx – COMPANy (continued)

Current income taxCurrent income tax charge – –Withholding tax 212 032 148 057

212 032 148 057

deferred income taxAdjustments in respect of deferred tax in previous years – –

Income tax reported in the income statement 212 032 148 057

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% 5 913 645 (2 571 522)Non-deductible expenses (8 889 566) 515 170Non-taxable income – (713 650)Withholding tax 212 032 148 057

(2 763 889) (2 621 945)Deferred tax asset credit not recognised due to uncertainty of future taxable income 2 975 921 2 770 002

Income tax reported in the income statement 212 032 148 057

year ended 30 April

Group Group2016 2015

% %

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 (23) (1)Withholding tax – 1

(8) (15)

Deferred tax asset not recognised due to uncertainty of future taxable income 8 16

At effective tax rate – 1

PAGE | 57

ANNUAL REPORT

PAGE | 57

ANNUAL FINANCIAL STATEMENTS

year ended 30 April

Group Group2016 2015Pula Pula

7. INCOME TAx – COMPANy (continued)deferred income taxDeferred income tax liabilityAccelerated depreciation for tax purposes (9 945) (22 634)

(9 945) (22 634)

deferred income tax assetAssessed losses 6 017 029 5 098 018

Net deferred income tax asset 6 007 084 5 075 384

Deferred tax asset not recognised due to uncertainty of future taxable income (6 007 084) (5 075 384)

Assessed losses:Balance brought forward 30 997 512 15 566 671Increase in current year 9 116 012 15 430 841

Balance carried forward 40 113 524 30 997 512

Expiring as follows:30 June 2016 – –30 June 2017 – –30 June 2018 5 442 198 5 442 19830 June 2019 10 124 472 10 124 47330 June 2020 15 430 841 15 430 84130 June 2021 9 116 013 –

40 113 524 30 997 512

8. NON-CURRENT ASSETS ANd LIABILITIES hELd FOR SALEOn 12 June 2016, Imara Capital South Africa Proprietary Limited and its subsidiary Imara Asset Management South Africa Proprietary Limited, disposed of all of the issued shares in Imara SP Reid Proprietary Limited, (ISPR), the group’s former South African stockbroking subsidiary, which is disclosed as a discontinued operation.

For segmental reporting purposes, the balance sheet items relating to ISPR for 2015 are included under stockbroking.

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

year ended 30 April

To the date of disposal

Year ended 30 April 2015

Pula Pula

Revenue 3 810 651 70 925 367Other income 115 218 6 836 757

Total income 3 925 869 77 762 124Auditor’s remuneration (72 086) (886 070)Operating expenses (3 239 453) (48 902 246)Cost of services sold (935 132) (13 331 833)

Operating (loss)/profit (320 802) 14 641 975Finance costs (86 699) (719 970)

(Loss)/profit before taxation (407 501) 13 922 005Taxation credit/(expense) 236 547 (2 739 575)

(Loss)/profit after taxation (170 954) 11 182 430

58 | PAGE58 | PAGE

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

for the year ended 30 april 2016

year ended 30 April

To the date of disposal

Year ended 30 April 2015

Pula Pula

8. NON-CURRENT ASSETS ANd LIABILITIES hELd FOR SALEThe major classes of asset and liabilities classified as held for sale, at the date of disposal and 30 April 2015, were as follows:ASSETSEquipment 806 173 906 418Available-for-sale financial assets 5 875 224 6 511 081Deferred tax asset 23 067 81 972Listed trading securities held 1 948 056 2 539 200Trade and other receivables 134 139 296 132 125 288Cash and cash equivalents 20 046 749 23 424 054Taxation refundable 493 154 225 292

Assets held for sale under ISPR 163 331 719 165 813 305Goodwill relating to ISPR transferred to assets held for sale 82 561 91 098

Total assets held for sale 163 414 280 165 904 403

LIABILITIESListed trading securities sold short ≠– 64Trade and other payables 98 828 525 93 775 562Bank overdraft 72 519 –

Liabilities directly associated with assets held for sale 98 901 044 93 775 626

Amount included in accumulated other comprehensive incomeAvailable for sale reserve 5 742 200 6 364 304Deferred tax on available for sale reserve (1 070 806) (1 186 815)

4 671 394 5 177 489

The net cash flows generated from the discontinued operationOperating (1 298 405) (4 043 039)Investing 110 950 9 674 062Financing (86 699) (1 538 963)

Net cash outflow (1 274 154) (4 092 060)

Included in the cash flows from investing activities of the discontinued operation are:1. Purchase of equipment to maintain operating capacity (17 567) (399 089)2. Proceed from the disposal of equipment. ≠– 17 116

Profit on disposal of subsidiary 24 542 102 –

Total disposal proceeds 96 107 640 –Cash and cash equivalents held by ISPR at the date of disposal (21 646 588) –

Net cash inflow to the group 74 461 052 –

Earnings per share from discontinued operationsBasic (19.98) 18.90Diluted (19.52) 18.16

The figures above do not fairly present ISPR’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.

PAGE | 59

ANNUAL REPORT

PAGE | 59

ANNUAL FINANCIAL STATEMENTS

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:

year ended 30 April

Group Group2016 2015Pula Pula

EarningsLoss after tax attributable to ordinary equity holders of the parent:Continuing operations (8 838 759) (26 434 596)Discontinued operations (11 879 748) 11 182 430

(20 718 507) (15 252 166)

year ended 30 April

Group Group2016 2015Pula Pula

Weighted average number of ordinary shares – basic earnings per share 59 463 051 59 174 093Effect of dilutionShare option scheme (options granted but not yet exercised) 1 410 170 2 391 170

Weighted average number of ordinary shares for effect of dilution 60 873 221 61 565 263

Continuing operations Earnings per share – basic thebe (14.86) (44.67)Continuing operations Earnings per share – diluted thebe (14.52) (42.94)Discontinued operations Earnings per share – diluted thebe (19.52) 18.16All operations Earnings per share – basic thebe (34.84) (25.78)All operations Earnings per share – diluted thebe (34.04) (24.77)

60 | PAGE60 | PAGE

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

for the year ended 30 april 2016

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 2016 and 2015.

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 | 61

ANNUAL REPORT

PAGE | 61

ANNUAL FINANCIAL STATEMENTS

30 April 2016

Asset mana-

gement Pula

Corporate finance

Pula

Stock-broking

Pula

Trust admini-stration

PulaOther

Pula

Adjust-ments and

elimi-nations

Pula

Group conso-lidated

Pula

10. SEGMENTAL REPORTING (continued)OPERATING SEGMENTSRevenueExternal customers 51 368 099 4 094 582 19 828 999 18 161 043 1 604 154 – 95 056 877Inter segment revenue 8 650 827 1 839 703 – – 73 046 126 (83 536 656) –

Total segmental revenue 60 018 926 5 934 285 19 828 999 18 161 043 74 650 280 (83 536 656) 95 056 877

Other material itemsInterest revenue – non-group 730 556 145 749 389 873 58 680 1 623 774 – 2 948 632Interest expense – – 13 747 – 134 – 13 881Depreciation expense 633 835 179 323 695 999 233 496 451 721 – 2 194 374Amortisation expense – – – 79 437 – – 79 437Capital expenditure 202 081 42 781 476 303 335 954 1 040 007 – 2 097 126Profit or lossSegment profit/(loss) before taxation 11 664 498 (4 665 590) 257 528 5 568 162 3 977 566 – 16 802 164Share of income/(losses) from associates (278 233) – 634 409 – – – 356 176Impairment uplift/(losses) 13 834 – (84 010) – (260 604) – (330 780)

Consolidated profit/(loss) before taxation 11 400 099 (4 665 590) 807 927 5 568 162 3 716 962 – 16 827 560Taxation (expense) (4 528 748) (28 596) (1 001 895) (1 161 409) (16 037 094) – (22 757 742)

Profit/(loss) after taxation 6 871 351 (4 694 186) (193 968) 4 406 753 (12 320 132) – (5 930 182)

AssetsSegment assets 27 383 252 2 653 312 25 098 847 15 165 860 93 079 909 – 163 381 180Goodwill and other tangibles 25 930 – 422 816 112 622 – – 561 368Investments in associates (355 193) – 2 242 645 – 561 – 1 888 013

Total assets 27 053 989 2 653 312 27 764 308 15 278 482 93 080 471 – 165 830 561

LiabilitiesTotal liabilities 7 923 542 797 484 17 745 264 6 751 110 4 886 341 – 38 103 741

Net segmental assets 19 130 447 1 855 828 10 019 044 8 527 372 88 194 129 – 127 726 820

GEOGRAPhIC SEGMENTS

Botswana Pula

British Virgin

Islands Pula

South Africa

PulaMauritius

PulaZimbabwe

PulaOther

Pula

Group conso-lidated

Pula

Revenue 14 393 495 15 727 957 14 744 991 17 077 939 29 789 856 3 322 639 95 056 877Total assets 104 715 215 5 978 853 19 172 449 13 544 890 17 778 932 4 640 222 165 830 561Non-current assets* 1 765 884 7 563 726 634 561 503 1 160 018 1 927 000 6 148 602

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

62 | PAGE62 | PAGE

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

for the year ended 30 april 2016

30 April 2015

Asset mana-

gement Pula

Corporate finance

Pula

Stock-broking

Pula

Trust admini-stration

PulaOther

Pula

Adjust-ments and

elimi-nations

Pula

Group conso-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 648Inter 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 15 666 875 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 318Interest expense – 19 – – 7 338 – 7 357Depreciation expense 625 943 206 946 675 792 158 786 318 773 – 1 986 240Amortisation expense – – – 72 838 – – 72 838Capital expenditure 669 712 27 110 295 643 131 719 197 909 – 1 352 093Profit or lossSegment profit/(loss) 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 465Impairment 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) (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 (43 242 221) – (23 432 342)

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 972Investments 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 82 239 587 3 804 647 28 872 692 – 137 129 446

GEOGRAPhIC SEGMENTS

Botswana Pula

British Virgin

Islands Pula

South Africa

PulaMauritius

PulaZimbabwe

PulaOther

Pula

Group conso-lidated

Pula

Revenue 23 693 118 22 885 010 14 487 337 15 876 514 40 823 770 3 453 899 121 219 648Total assets 84 935 370 8 098 531 174 474 548 14 324 375 18 548 036 33 093 373 333 474 233Non-current assets* 782 717 16 990 1 118 913 479 973 1 876 948 2 577 690 6 853 231

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

PAGE | 63

ANNUAL REPORT

PAGE | 63

ANNUAL FINANCIAL STATEMENTS

Motor vehicles

Pula

Office equipment

Pula

Electronic library

PulaTotal Pula

11. EQUIPMENT – GROUPCostBalance – 30 April 2014 4 346 453 13 736 511 289 173 18 372 137Additions 2 988 1 349 104 – 1 352 092Disposals (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

Balance – 30 April 2015 4 476 257 11 307 275 289 173 16 072 705Additions 1 033 568 1 063 558 – 2 097 126Disposals (1 002 368) (349 711) – (1 352 079)Exchange rate adjustments 290 158 270 313 – 560 471

Balance – 30 April 2016 4 797 615 12 291 435 289 173 17 378 223

depreciationBalance – 30 April 2014 (2 729 021) (10 322 832) (65 063) (13 116 916)Charge for the year (778 789) (1 178 533) (28 917) (1 986 239)Disposals 115 831 151 031 – 266 862Transfer to non-current asset held for sale 61 515 3 114 903 – 3 176 418Exchange rate adjustments (241 685) (371 653) – (613 338)

Balance – 30 April 2015 (3 572 149) (8 607 084) (93 980) (12 273 213)

Balance – 30 April 2015 (3 572 149) (8 607 084) (93 980) (12 273 213)Charge for the year (938 779) (1 226 675) (28 917) (2 194 371)Disposals 921 153 279 146 – 1 200 299Exchange rate adjustments (243 748) (167 968) – (411 716)

Balance – 30 April 2016 (3 833 523) (9 722 581) (122 897) (13 679 001)

Carrying value30 April 2015 904 108 3 684 351 195 193 3 799 492

30 April 2016 964 092 2 568 854 166 276 3 699 222

64 | PAGE64 | PAGE

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

for the year ended 30 april 2016

Motor vehicles

Pula

Office equipment

PulaTotal Pula

11. EQUIPMENT – COMPANyCostBalance – 30 April 2014 737 891 982 619 1 720 510Additions 96 030 96 030Disposals – – –

Balance – 30 April 2015 737 891 1 078 649 1 816 540

Balance – 30 April 2015 737 891 1 078 649 1 816 540Additions 486 607 73 664 560 271Disposals (591 891) – (591 891)

Balance – 30 April 2016 632 607 1 152 313 1 784 920

depreciationBalance – 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)

Balance – 30 April 2015 (568 890) (611 840) (1 180 730)Charge for the year (116 059) (129 494) (245 553)Disposals 510 672 – 510 672

Balance – 30 April 2016 (174 277) (741 334) (915 611)

Carrying value30 April 2015 168 000 466 809 635 810

30 April 2016 458 330 410 979 869 309

year ended 30 April

Group 2016 Pula

Group 2015 Pula

Company 2016 Pula

Company 2015 Pula

12. GOOdwILLBalance at the beginning of the year 448 746 12 806 354 – –Exchange rate adjustments (see note below) – (392) – –Impairment of goodwill – Imara Trust Company (Mauritius) Limited – (12 266 118) – –

448 746 539 844 – –Imara SP Reid Proprietary Limited (see note below) – (91 098) – –

Balance at the end of the year 448 746 448 746 – –

ComprisingImara Capital Securities Proprietary Limited 422 816 422 816 – –Imara Asset Management (Mauritius) Limited 25 930 25 930 – –

448 746 448 746 – –

PAGE | 65

ANNUAL REPORT

PAGE | 65

ANNUAL FINANCIAL STATEMENTS

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 recoverable amount of Cash Generating Units (CGUs), is based on the value in use. The recoverable amount for Imara Trust Company for April 2015 was determined as P11 613 675.

Imara SP Reid Proprietary Limited, (“ISPR”), is a South African stock-broking company, which was disposed of by the Imara Group in June 2015. The goodwill applicable to ISPR was written off in April 2015 in view of the impending sale.

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,.

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:

Capital Securities

The recoverable amount of Capital Securities has been determined using the value in use calculation based on past experience and on the cash flow projections in financial budgets approved by senior management. A pre-tax group specific risk adjusted discount rate of 4.83% (2015: 5.09%) was used. The projected cash flows beyond the five years were extrapolated using a steady average growth rate of 3.50%. (2015: 3.50%) 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.

For segmental reporting purposes, Capital Securities is included in stockbroking.

Imara Asset Management (Mauritius) Limited

The recoverable amount of Imara Asset Management (Mauritius) Limited (IAMM) has been determined using the value in use calculation based on past experience and on the cash flow projections in financial budgets approved by senior management. A pre-tax risk adjusted discount rate of 6.55% was used (2015: 7.18%). The discount rate is specific to the cash generating unit. The projected cash flows beyond the five years were extrapolated using a steady average growth rate of 3.50% (2015: 3.50%)

For segmental reporting purposes, Imara Asset Management (Mauritius) Limited is included in asset management.

year ended 30 April 2016

Group 2016 Pula

Group 2015 Pula

Company 2016 Pula

Company 2015 Pula

13. INTANGIBLE ASSETSAdministration Software SystemCostAt beginning of year 407 579 335 039 – –Additions – 15 481 – –Exchange rate adjustment 52 708 57 059 – –

At end of year 460 287 407 579 – –

AmortisationAt beginning of year (231 451) (125 041) – –Amortisation charge for the year (79 437) (72 838) – –Exchange rate adjustment (36 777) (33 572) – –

At end of year (347 665) (231 451) – –

Carrying amount 112 622 176 128 – –

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.

66 | PAGE66 | PAGE

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

for the year ended 30 april 2016

year ended 30 April

% holding

Country of incorporation

Sub- note

Company 2016 Pula

Company 2015 Pula

14. INVESTMENT IN SUBSIdIARIESCF Africa Limited 100 British Virgin Islands 1 5 802 981 5 802 981Imara Africa Advisors Limited 100 Mauritius 2 902 902Imara Asset Management Limited 100 British Virgin Islands 3 22 754 22 754Imara Asset Management Mauritius Limited 51 Mauritius 4 & 14 260 061 622 088Imara Asset Management UK Limited 100 United Kingdom 5 815 004 815 004Imara Trust Company (Mauritius) Limited 51 Mauritius 6 & 14 12 858 770 12 858 770Imara Capital Limited 100 British Virgin Islands – 15 319 841Imara Capital Botswana (Proprietary) Limited 100 Botswana 7 8 500 100 8 500 100Imara Capital South Africa Proprietary Limited. 94.7 South Africa 8 16 557 572 16 557 572Imara Capital Zambia Limited 100 Zambia 9 7 042 7 042Imara Capital Partners PCC 100 Mauritius 10 – –ICP Managers 100 Mauritius 11 – –Imara Capital Kenya Limited 100 Kenya 12 8 446 8 446Imara Trademarks Limited 100 British Virgin Islands 590 100 590 100

45 423 732 61 105 600

Preference shares at cost

Imara Asset Management UK Limited 100 United Kingdom 205 339 205 339

Share-based payment reserveGroup companies (see note below and note 29). 6 518 616 6 422 888

Total investment in subsidiaries 52 147 687 67 733 827

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 the 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 shareholding exceeds 50% plus one share, the entity is deemed to be controlled by the group and is therefore considered to be a subsidiary of the group.

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

Notes relating to specific subsidiary companies

1. 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 14 below.

The business is classified under “Other” for segmental reporting purposes.

PAGE | 67

ANNUAL REPORT

PAGE | 67

ANNUAL FINANCIAL STATEMENTS

14. INVESTMENT IN SUBSIdIARIES (continued)

Notes relating to specific subsidiary companies (continued)

2. 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 summarised financial statements of Imara Africa Advisors Limited are detailed in sub-note 14 below.

The business is classified under “Corporate Finance” for segmental reporting purposes.

3. Imara Asset Management LimitedThe company was incorporated in British Virgin Islands on 26 February 2003.

The company is licenced under the British Virgin Islands Securities and Investments Business Act 2010, to manage and advise Mutual Funds.

The company is also licenced by the US Securities and Exchange Commission to act as an investment advisor under the United States Investment Advisors Act of 1940.

This business is classified under “Asset Management” for segmental reporting purposes.

4. Imara Asset Management (Mauritius) LimitedOn 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.

During the year, a successful application was made to the Mauritius Financial Services Commission to downgrade the company’s regulatory license classification from an Investment Advisor (Unrestricted) license to that of a Distributor of a Financial Products license. The new licensing category has a lower capital adequacy requirement and this allowed the company to reduce its capital by USD33 708 (P354 330 equivalent) on 22 April 2016.

The summarised financial statements of Imara Asset Management (Mauritius) Limited are detailed in sub-note 14 below).

This business is classified under “Asset Management” for segmental reporting purposes.

5. Imara Asset Management (UK) LimitedThe company was incorporated in England & Wales on 27 May 2003, and is regulated by the Financial Conduct Authority.

The company is wholly owned by Imara Holdings Limited. On 1 December 2014, Imara Holdings Limited subscribed GBP 50 000, (P731 531 equivalent) for new shares in the company, primarily to comply with new minimum capital adequacy requirements.

The business is classified under “Asset Management” for segmental reporting purposes.

6. Imara Trust Company (Mauritius) Limited On 30 September 2009, Imara Holdings Limited (“Imara”), acquired a 25%, plus one share, equity stake in Imara Beresford International Limited (IBIL), a Mauritian company, incorporated on 24 September 2009. In terms of a Shareholders Agreement, Imara has been increasing its equity stake in IBIL, with the last acquisition taking place in October 2012, which took Imara’s equity holding to 51%.

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.

An independent statutory audit of ITCM and has been carried out for the year ended 30 April 2016 and unqualified audit opinions issued.

The summarised financial statements of Imara Asset Management (Mauritius) Limited are detailed in sub-note 14 below).

The business is classified under “Trust Administration” for segmental reporting purposes.

68 | PAGE68 | PAGE

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

for the year ended 30 april 2016

14. INVESTMENT IN SUBSIdIARIES (continued)

Notes relating to specific subsidiary companies (continued)

7. Imara Capital Botswana (Proprietary) LimitedImara Capital Botswana (Proprietary) 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:

Subsidiary company

% holding 30 April

2016

% holding 30 April

2015

Imara Botswana Limited 100 100Imara Capital Securities (Proprietary) Limited 51 53

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 & 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, bringing the total equity acquired under the agreement to 4%. Post the year end notice has been given to acquire the remaining 1%.

The summarised financial statements of ICAPSEC are detailed in sub-note 10 below).

The business is classified under “Other” for segmental reporting purposes.

8. Imara Capital South Africa Proprietary Limited

year ended 30 April

Company 2016 Pula

Company 2015 Pula

At the beginning and 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% (2015: 94.70%) of the shareholders voting rights in ICAPSA. Imara South Africa Trust (ISAT), a broad-based black empowerment trust owns 5.30% (2015: 5.30%) 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. 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 business is classified under “Other” for segmental reporting purposes.

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

Imara Asset Management South Africa Proprietary Limited 100%ICP Advisors SA Proprietary Limited, (Previously Imara Corporate Finance South Africa Proprietary Limited) 100%Imara SP Reid Proprietary Limited (until 12 June 2015) 100%Imara Mondise Capital Proprietary Limited* 50%

The percentage holding equates in all instances to the voting rights attached to the shares.

* Investment in joint venture: The group’s wholly owned subsidiary, ICP Advisors SA Proprietary Limited, previously, Imara Corporate Finance South Africa Proprietary Limited owns 1 ordinary share, representing 50% of the issued shares, in Imara Mondise Capital Proprietary Limited, a corporate finance company.

PAGE | 69

ANNUAL REPORT

PAGE | 69

ANNUAL FINANCIAL STATEMENTS

14. INVESTMENT IN SUBSIdIARIES (continued)

Notes relating to specific subsidiary companies (continued)

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.

The business is classified under “Other” for segmental reporting purposes.

10. Imara Capital Partners PCC

Imara Capital Partners PCC was incorporated as a protected cell company in Mauritius on 26 November 2015. The company was previously known as Imara Capital Partners, which was incorporated in Mauritius on 14 October 2015. The company is currently dormant and will be used to hold private equity investments in the future.

11. ICP Managers

ICP Managers was incorporated in Mauritius on 4 March 2016. The company was previously known as Money + Holdings Limited, which was incorporated in Mauritius on 29 September 2015. The company is currently dormant but will provide management services to Imara Capital Partners PCC in the future.

12. Imara Capital Kenya Limited

During the year, an application was made for the company to be deregistered. The process is anticipated to take between 18 and 24 months.

The business is classified under “Other” for segmental reporting purposes.

13. deregistered subsidiaries

Africa Private Equity Fund Managers Proprietary Limited

The company was deregistered on 16 April 2016. The carrying value of the investment in subsidiary was fully impaired in the previous financial year.

Imara Capital Limited

The company was deregistered on 16 April 2016. The carrying value of the investment in subsidiary was not impaired in the previous financial year.

70 | PAGE70 | PAGE

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

for the year ended 30 april 2016

14. INVESTMENT IN SUBSIdIARIES (continued)

Notes relating to specific subsidiary companies (continued)

14. 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

Pula

Imara Capital Securities

(Proprietary) Limited

Pula

Imara Capital Zimbabwe

(Private) Limited

Pula

Imara Trust Company

(Mauritius) Limited

Pula

Summarised statement of profit or loss –for the year ended 30 April 2016Revenue 444 592 11 956 780 29 815 545 16 591 755Other operating income – 11 313 1 956 669 1 723 856

Total income 444 592 11 968 093 31 772 214 18 315 611Cost of sales – – – –Operating expenses (245 014) (6 825 896) (32 868 770) (12 107 471)Finance costs – – – –

Profit/(loss) before tax 199 578 5 142 197 (1 096 556) 6 208 140Income tax – (1 001 895) (1 529 268) (1 161 409)

Profit/(loss) after tax 199 578 4 140 302 (2 625 824) 5 046 731Other comprehensive income (4 462) – 1 140 844 364 060

Total comprehensive income 195 116 4 140 302 (1 484 980) 5 410 791

Attributable to non-controlling interests 99 789 1 855 672 (1 408 754) 2 361 870Dividends paid to non-controlling interests – 1 428 645 – 2 364 894

Summarised statement of profit or loss –for the year ended 30 April 2015Revenue 283 231 8 349 991 40 856 424 15 666 875Other operating income 9 334 27 643 1 899 287 2 045 372

Total income 292 565 8 377 634 42 755 711 17 712 247Cost 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 618Income tax – (811 989) (1 415 152) (906 925)

Profit after tax 75 068 2 009 961 24 968 3 946 693Other 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 140Dividends paid to non-controlling interests – 350 218 2 105 055 1 952 651

PAGE | 71

ANNUAL REPORT

PAGE | 71

ANNUAL FINANCIAL STATEMENTS

14. INVESTMENT IN SUBSIdIARIES (continued)

Notes relating to specific subsidiary companies (continued)

14. Material partly owned subsidiaries (continued)

Imara Asset Management

(Mauritius) Limited

Pula

Imara Capital Securities

(Proprietary) Limited

Pula

Imara Capital Zimbabwe

(Private) Limited

Pula

Imara Trust Company

(Mauritius) Limited

Pula

Summarised statement of financial position – as at 30 April 2016Non-current assets – 473 369 4 768 453 789 112Cash and cash equivalents 321 867 12 336 695 9 071 050 6 794 216Other current assets 437 956 9 320 663 3 939 428 5 145 256Non-current liabilities – 169 753 309 391 946 053Current liabilities 75 084 17 352 411 4 161 319 5 781 981

Total equity 684 739 4 608 563 13 308 221 6 000 550

Attributable to holders of the parent 433 257 2 244 736 7 053 716 3 403 490Non-controlling interest 251 482 2 363 827 6 254 505 2 597 060

684 739 4 608 563 13 308 221 6 000 550

Summarised statement of financial position – as at 30 April 2015Non-current assets – 334 250 5 024 166 702 292Cash and cash equivalents 881 220 10 960 852 9 057 634 4 891 465Other current assets 271 809 63 160 584 6 056 979 6 472 723Non-current liabilities – 290 469 125 433 761 541Current 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 134Non-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 cash flow information – for the year ended 30 April 2016Operating 47 041 6 250 313 (969 009) 7 178 104Investing (679 442) (22 052) (370 308) (333 156)Financing – (5 021 500) – (4 899 360)

Net increase/(decrease) in cash and cash equivalents (632 401) 1 206 761 (1 339 317) 1 945 588

Summarised cash flow information – for the year ended 30 April 2015Operating 42 215 5 470 230 (4 765 298) 3 575 885Investing 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)

72 | PAGE72 | PAGE

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

for the year ended 30 april 2016

Group 2016 Pula

Group 2015 Pula

Company 2016 Pula

Company 2015 Pula

15. INVESTMENT IN dEFERREd UNITSBalance at the beginning of the year – – – –Investments made during the year 2 690 299 – 2 690 299 –Redemption of deferred units (129 578) – (129 578) –Exchange rate movements on investments 166 781 – 166 781 –Investment gains or losses (246 440) – (246 440) –

Balance at the end of the year 2 481 062 – 2 481 062 –

ComprisingInvestment in deferred units – long term 1 723 787 – 1 723 787 –Investment in deferred units – short term 757 275 – 757 275 –

2 481 062 – 2 481 062 –

In July 2015, the group introduced a Deferred Remuneration Scheme (DRS) for management employees. In terms of this incentive scheme, monetary amounts, denominated in United States Dollars, are allocated to eligible employees. The amounts set aside for the DRS are invested in the company’s name in deferred units (DUs) which vest annually, in equal proportions on 30 April, over a three-year period. Except in the case of retirement or retrenchment, employees have no rights to the DUs until the vesting date/s and thereafter may elect to either convert the DUs to cash, switch the investment into their own name or allow the investment to continue in the company’s name. Where employees elect to convert the DUs to cash or switch the investment into their own name, the value of the DUs at that date, is recognised as an employment cost and charged to profit and loss. Where the DUs remain invested in the company’s name no vesting is deemed to have taken place. In the case of retirement or retrenchment, all DUs vest on that date. The DRS has been accounted for as “Other long-term employee benefits”.

year ended 30 April 2016

Stock-brokers Zambia Limited

Pula

Stock-brokers Malawi Limited

Pula

Imara ECR Asset

Management Limited

Pula

Imara Mondise

Capital Limited

Pula

Ziada Capital

(Private) Limited

Total Group

Pula

(Sub-note 1) (Sub-note 2) (Sub-note 3) (Sub-note 4) (Sub-note 5)

16. INVESTMENT IN ASSOCIATES ANd JOINT VENTURES – GROUPBalance at the beginning of the year 637 800 1 342 788 (90 798) 560 – 1 890 350Share of profits/(losses) for the year (6 032) 640 441 (278 233) – – 356 176Acquisitions during the year – – – – 260 604 260 604Dividends received – (288 337) – – – (288 337)Impairment (losses)/reversals on investment – per income statement (97 173) 13 164 13 833 – (260 604) (330 780)

Balance at the end of the year 534 595 1 708 056 (355 198) 560 – 1 888 013

PAGE | 73

ANNUAL REPORT

PAGE | 73

ANNUAL FINANCIAL STATEMENTS

Year ended 30 April 2015

Stock-brokers Zambia Limited

Pula

Stock- brokers Malawi Limited

Pula

Imara ECR Asset

Management Limited

Pula

Imara Mondise

Capital Limited

Pula

Oryx Finance Limited

Pula

Total Group

Pula

16. INVESTMENT IN ASSOCIATES ANd JOINT VENTURES – GROUP (continued)Balance at the beginning of the year 806 141 807 099 106 275 560 750 000 2 470 075Share of profits/(losses) for the year 475 653 638 631 (343 820) – – 770 464Acquisitions during the year – – 76 065 – – 76 065Disposals during the year – – – – (375 000) (375 000)Transfers to available-for-sale financial assets – – – – (92 172) (92 172)Dividends received (565 550) – – – – (565 550)Impairment (losses)/reversals 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

Year ended 30 April 2016:

Imara ECR Asset

Management Limited

Pula

Stockbrokers Malawi Limited

Pula

Total Company

Pula

COMPANy

Balance at the beginning and end of the year 356 582 291 142 647 724

Year ended 30 April 2015:Balance at the beginning of the year 280 517 291 142 571 659Acquisitions during the year: Cash consideration 76 065 – 76 065

Balance at the end of the year 356 582 291 142 647 724

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) reported a loss for the year. The reporting currency for SZL is Zambian Kwacha. Impairment losses relate to the reported losses and a weakening of the functional currencies of the associate, against the reporting currency of the parent company, which is the Botswana Pula. For segmental reporting purposes, both SZL is included in the stockbroking segment.

74 | PAGE74 | PAGE

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

for the year ended 30 april 2016

16. INVESTMENT IN ASSOCIATES ANd JOINT VENTURES (continued)

Sub-notes: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 stock-broking company registered and operating in Zambia.

The year-end of Stockbrokers Zambia Limited is 30 April. An independent statutory audit of Stockbrokers Zambia Limited has been carried out for the year ended 30 April 2016 and an unqualified audit opinion issued.

Impairment testing of the investment at 30 April 2016 has been based on audited financial statements for the company to 30 April 2016.

The following table provides summarised information of the group’s investment in Stockbrokers Zambia Limited, based on audited financial statements to 30 April 2016 and 2015.

30 April 2016 (Audited)

100% interest Pula

30 April 2016 (Audited)

25% interest Pula

30 April 2015 (Audited)

100% interest Pula

30 April 2015 (Audited)

25% interest Pula

Statement of financial positionExchange rate 1.09442 1.291150Current assets 6 299 536 1 574 884 11 412 084 2 853 021Non-current assets 1 057 975 264 494 1 681 712 420 428Current liabilities (5 219 135) (1 304 784) (10 542 596) (2 635 649)

Net assets 2 138 376 534 594 2 551 200 637 800

Included in net assets above areCash and cash equivalents 3 347 377 836 844 1 230 487 307 622Financial assets 1 661 076 415 269 9 444 033 2 361 008Financial liabilities 1 539 914 384 978 2 531 476 632 869

Associate’s summary of profit and loss itemsExchange rate 1.09567 1.38243Revenue 4 959 737 1 239 934 29 796 422 7 449 106 Depreciation 387 043 96 761 495 528 123 882Finance charges 10 619 2 655 477 267 119 317Interest receivable 953 023 238 256 382 033 95 508Tax payable 309 360 77 340 1 479 015 369 754

(Loss)/profit after taxation (24 127) (6 032) 1 902 612 475 653

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 reorganisation, 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 2015 has been completed and an unmodified audit opinion issued.

Impairment testing of the investment at 30 April 2016 has been based on the audited financial statements to 31 December 2015 and reviewed management accounts for the four-month period from 1 January 2016 to 30 April 2016. These are the latest available management accounts for the company.

Dividend remittances from Malawi are subject to Exchange Control approval.

PAGE | 75

ANNUAL REPORT

PAGE | 75

ANNUAL FINANCIAL STATEMENTS

16. INVESTMENT IN ASSOCIATES ANd JOINT VENTURES (continued)

Sub-notes: (continued)

2. Stockbrokers Malawi Limited

The following tables provides summarised information of the group’s investment in Stockbrokers Malawi Limited, based on audited financial statements to 31 December 2015 and reviewed management accounts to 30 April 2016:

30 April 2016 100% interest

Pula

30 April 2016 25% interest

Pula

30 April 2015 100% interest

Pula

30 April 2015 25% interest

Pula

Statement of financial positionExchange rate 64.35550 46.15230Current assets 184 797 519 46 199 380 112 887 196 28 221 799Non-current assets 495 736 123 934 647 194 161 798Current liabilities (178 461 048) (44 615 262) (108 163 237) (27 040 809)

Net assets 6 832 207 1 708 052 5 371 153 1 342 788

Included in net assets above areCash and cash equivalents 947 984 236 996 805 892 201 473Financial assets 183 754 766 45 938 691 112 026 152 28 006 538Financial liabilities 177 528 689 44 382 172 106 476 360 26 619 090

Associate’s summary of profit and loss itemsExchange rate 55.85095 47.65615Revenue 4 021 652 1 005 413 7 195 120 1 798 780Depreciation 102 700 25 675 109 828 27 457Finance charges – – – –Interest receivable 1 169 229 292 307 860 144 215 036Tax payable 250 549 63 637 1 132 712 283 178Profit after taxation 2 561 764 640 441 2 554 524 638 631

76 | PAGE76 | PAGE

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

for the year ended 30 april 2016

16. INVESTMENT IN ASSOCIATES ANd JOINT VENTURES (continued)

Sub-notes: (continued)

3. Imara ECR Asset Management Limited

Imara ECR Asset Management Limited (IECR) is a start-up business. The reporting currency is Zambian Kwacha. Impairment losses in previous years 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. The impairment gain for the current year is the result of favourable exchange rate movements. For segmental reporting purposes IECR is included in the asset management segment.

In terms of a Shareholders Agreement, Imara Holdings Limited is committed to continue to provide working capital support to the business in the form of convertible debentures. The capital contributions, are treated as quasi-equity.

30 April 2016 (Audited)

100% interest Pula

30 April 2016 (Audited)

49% interest Pula

30 April 2015 (Audited)

100% interest Pula

30 April 2015 (Audited)

49% interest Pula

Statement of financial positionExchange rate 1.09442 1.291150Non-current assets 157 400 77 126 270 496 132 543Current assets 138 018 67 629 158 834 77 829Non-current liabilities (871 888) (427 225) (542 776) (265 960)Current liabilities (148 414) (72 723) (71 856) (35 210)

Net assets (724 884) (355 193) (185 302) (90 798)

Included in net assets above areCash and cash equivalents 78 053 38 246 81 843 40 103Financial liabilities 871 888 427 225 542 776 265 960

Associate’s summary of profit and loss itemsExchange rate 1.09442 1.38243Revenue 123 618 60 573 54 357 26 635Depreciation 3 157 1 547 1 937 949Finance charges 69 156 33 887 – –Loss before and after taxation (567 822) (278 233) (701 673) (343 820)

PAGE | 77

ANNUAL REPORT

PAGE | 77

ANNUAL FINANCIAL STATEMENTS

16. INVESTMENT IN ASSOCIATES ANd JOINT VENTURES (continued)

Sub-notes: (continued)

4. Imara Mondise Capital Proprietary Limited

The group’s wholly owned subsidiary, ICP Advisors SA Proprietary Limited, (ICP) previously, Imara Corporate Finance South Africa Proprietary Limited owns 1 ordinary share, representing 50% of the issued shares, in Imara Mondise Capital Proprietary Limited, (IMC) a corporate finance company.

IMC is jointly controlled by ICP and Mondise Capital Proprietary Limited, a company which is wholly owned by Xola Sithole. IMC is a joint venture investment with ICP and is an associate of Imara Holdings Limited.

IMC has a 30 April year end and its audit for the period to 30 April 2016 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 ICP’s investment in IMC, based on audited financial information to 30 April 2016 and 2015. The reporting currency of IMC is South African Rand.

30 April 2016 (Audited)

100% interest Pula

30 April 2016 (Audited)

50% interest Pula

30 April 2015 (Audited)

100% interest Pula

30 April 2015 (Audited)

50% interest Pula

Statement of financial positionExchange rate 1.35314 1.22634Current assets 63 188 31 594 60 404 30 202Non-current assets – – – –Current liabilities (1 163 594) (581 797) (71 126) (35 563)

Non-current liabilities (70 996) (35 498) (1 083 500) (547 111)Net shareholders’ deficit (1 171 402) (585 701) (1 094 222) (552 472)

Group’s carrying value of the investment 560 560 560 560

Included in net assets above areCash and cash equivalents 62 903 31 451 60 194 30 097Financial assets – – – –Financial liabilities 1 163 594 581 797 1 083 499 541 749

Associate’s summary of profit and loss itemsExchange rate 1.33259 1.22 116Revenue 3 339 1 669 166 264 83 132Depreciation – – – –Finance charges 107 526 53 763 95 430 47 715Interest receivable 3 339 1 669 2 485 1 242Tax payable – – – –(Loss) after taxation (182 490) (91 245) (106 336) (53 168)

Total comprehensive loss (182 490) (91 245) (106 336) (53 168)

5. Ziada Capital (Private) Limited

Imara Holdings Limited’s subsidiary company, Imara Capital Zimbabwe (Private) Limited (ICZ), owns a 33.33% equity stake in Ziada Capital (Private) Limited (ZCL). ZCL owns a majority equity stake in Ziada Microfinance (Private) Limited (ZML), a company engaged in micro lending in Zimbabwe. ICZ’s, through ZCL, owns 25% of ZML. During the year, ICZ subscribed USD to a rights offer by ZML. ZML is loss making and ICZ’s investment in ZCL is fully impaired.

78 | PAGE78 | PAGE

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

for the year ended 30 april 2016

year ended 30 April

Group 2016 Pula

Group 2015 Pula

Company 2016 Pula

Company 2015 Pula

17. AVAILABLE-FOR-SALE FINANCIAL ASSETSListed securitiesDiversified listed equity portfolio – Botswana 86 679 86 679 – –Other listed securities 4 816 15 306 4 816 15 306

Total listed securities 91 495 101 985 4 816 15 306

Unlisted securitiesAngola Stock Exchange proprietary rights – 139 002 – 139 002Botswana Stock Exchange securities 110 628 110 628 – –Zimbabwe Stock Exchange securities 476 706 – – –Old Mutual Unit Trusts 47 439 49 081 – –PCC Imara Sector portfolio 18 532 16 994 – –Liberty Unit Trusts 46 436 47 172 – –Imara Nigeria Fund 2 392 463 3 393 196 – –Leon Holdings Limited – Zimbabwe 3 131 730 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 7 607 299 6 788 084 1 383 365 1 522 367

Total available-for-sale financial assets 7 698 794 6 890 069 1 388 181 1 537 673

Listed securitiesThe 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 securitiesThe 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 2016.

Botswana Stock Exchange and Zimbabwe Stock Exchange securities were previously referred to as proprietary rights but have converted to securities following the demutualisation of the respective stock exchanges. The securities are carried at cost.

The equity investment in Oryx Finance Limited has been fully impaired, based on directors’ valuations. The valuation is based on the latest available management accounts, director expectations on future trading prospects, anticipated cash flows and is net asset value based rather than earnings based. The last valuation was carried out on 30 April 2016.

PAGE | 79

ANNUAL REPORT

PAGE | 79

ANNUAL FINANCIAL STATEMENTS

18. RELATEd PARTy dISCLOSURES

Subsidiary companies – directly heldImara 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 Sub-note Country of registration

CF Africa Limited British Virgin IslandsImara Africa Advisors Limited 1 MauritiusImara Asset Management Limited British Virgin IslandsImara Asset Management (UK) Limited 2 United KingdomImara Capital Botswana (Proprietary) Limited 3 BotswanaImara Capital Kenya Limited 4 KenyaImara Capital Zambia Limited 5 ZambiaImara Capital Partners PCC 6 MauritiusICP Managers 7 MauritiusImara Trademarks Limited 8 British Virgin Islands

During the year, Imara Private Equity Fund Managers (Proprietary) Limited, the Botswana registered company and Imara Capital Limited, the British Virgin Islands company, were deregistered.

An application has been made to deregister Imara Capita Kenya Limited.

Imara holdings Limited also owns the following subsidiary companies

Less than 100% ownership Country of registration Percentage ownership

Imara Asset Management (Mauritius) Limited Mauritius 50% plus 1 shareImara Trust Company (Mauritius) Limited Mauritius 53.20%Imara Capital South Africa Proprietary Limited South Africa 94.70%

Subsidiary companies – indirectly held

Parent and underlying subsidiaries Sub-note Country of registrationPercentage ownership

CF Africa LimitedImara Capital Zimbabwe (Private) Limited Zimbabwe 46.35%Imara Capital Botswana Proprietary LimitedImara Botswana Limited Botswana 100%Imara Capital Limited Botswana 100%Imara Capital Securities (Proprietary) Limited 9 Botswana 51.10%Imara Trust Company (Mauritius) LimitedImara Trust Company (Mauritius) Limited Mauritius 53.20%Beresford Pension Trust Limited Mauritius 53.20%Imara Capital Zimbabwe (Private) LimitedImara 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 LimitedImara Asset Management South Africa Proprietary Limited South Africa 100.00%Imara Corporate Finance South Africa Proprietary Limited South Africa 100.00%Imara South Africa Trust 10 South Africa

80 | PAGE80 | PAGE

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

for the year ended 30 april 2016

18. RELATEd PARTy dISCLOSURES (continued)

Subsidiary companies – indirectly held (continued)

Notes relating to specific subsidiary companies

1. 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.

2. Imara Asset Management (UK) Limited is registered in the United Kingdom and is authorised and regulated by Financial Conduct Authority.

3. Imara Capital Botswana (Proprietary) Limited is an investment holding company and is the parent company for all Botswana registered companies.

4. Imara Capital Kenya Limited is an investment holding company registered in Kenya. The company is currently dormant and in the process of deregistration.

5. Imara Capital Zambia Limited is registered in Zambia and owns 25% of Stockbrokers Zambia Limited.

6. Imara Capital Partners PCC was incorporated as a protected cell company in Mauritius on 26 November 2015. The company was previously known as Imara Capital Partners, which was incorporated in Mauritius on 14 October 2015. The company is currently dormant and will be used to hold private equity investments in the future.

7. ICP Managers was incorporated in Mauritius on 4 March 2016. The company was previously known as Money + Holdings Limited, which was incorporated in Mauritius on 29 September 2015. The company is currently dormant but will provide management services to Imara Capital Partners PCC in the future.

8. 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.

9. Imara Capital Securities (Proprietary) Limited is 51.1% owned by Imara Capital Botswana (Proprietary) Limited. The remaining 48.90% is owned by management and an ex-director of the company. The company is engaged in stockbroking.

10. 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 (note 14).

Associate companies

Company Country of registration Percentage ownership

Stockbrokers Malawi Limited Malawi 25%Imara Modise Capital Proprietary Limited South Africa 47.35% (effective shareholding)Stockbrokers Zambia Limited Zambia 25%Imara ECR Asset Management Limited Zambia 49%

Related parties

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 license for the new entity has been issued. The license application was suspended in December 2015, and registration and licensing formalities are therefore on hold. 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 | 81

ANNUAL REPORT

PAGE | 81

ANNUAL FINANCIAL STATEMENTS

18. 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 2016 and for the period then ended are as follows:

Group 2016 Pula

Group 2015 Pula

Company 2016 Pula

Company 2015 Pula

Professional fees paidImara Trust Company Mauritius Limited – – 235 339 148 414

Management fee income – groupImara Asset Management South Africa Proprietary Limited – – – 188 682Imara Botswana Limited – – 2 049 920 1 915 812Imara SP Reid Proprietary Limited – – 163 910 2 012 607Imara Capital Zimbabwe (Private) Limited – – 729 584 686 741Imara Trust Company (Mauritius) Limited – – 524 469 436 043Imara Capital Securities (Proprietary) Limited – – 300 000 300 000

– – 3 767 883 5 539 885

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 Group, its executives and management.

dividends received – group companies

Group 2016 Pula

Group 2015 Pula

Company 2016 Pula

Company 2015 Pula

Imara Trust Company (Mauritius) Limited – – 2 688 134 2 032 351Stockbrokers Zambia Limited – – – 565 550Stockbrokers Malawi Limited – – 288 341 –Imara Capital South Africa Proprietary Limited – – 62 557 377 –

– – 65 533 852 4 138 744

The dividend received from Imara Capital South Africa Proprietary Limited relates to the net disposal proceeds received, following the sale of Imara SP Reid Proprietary Limited.

Group 2016 Pula

Group 2015 Pula

Company 2016 Pula

Company 2015 Pula

Interest income – group companiesCF Africa Limited – – 55 704 55 663Imara Africa Advisors Limited – – 4 044Imara Botswana Limited – – – 251 294Imara Capital Limited – – – 257 257Imara Capital Botswana (Proprietary) Limited – – 1 606 609 1 855 385Imara Capital South Africa Proprietary Limited – – 269 688 369 863Imara Capital Zambia Limited – – 111 076 145 302Imara Capital Partners PCC – – 65 970 –Imara ECR Asset Management Limited – – 69 156 –

– – 2 182 247 2 935 764

Interest income – group companies, relates to interest charged on Loans Receivable – group companies, which attract interest at 5.50% (2015: 6.50%).

82 | PAGE82 | PAGE

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

for the year ended 30 april 2016

18. RELATEd PARTy dISCLOSURES (continued)

Interest income – non-group

Group 2016 Pula

Group 2015 Pula

Company 2016 Pula

Company 2015 Pula

Interest income – Banks – – 4 292 2 841Interest income – Staff loans – – 5 398 5 518

– – 9 690 8 359

Interest income – non-group relates to interest charged on other receivables – related parties, which attract interest at 5.50% (2015: 6.50%).

Finance costs – group companies

Group 2016 Pula

Group 2015 Pula

Company 2016 Pula

Company 2015 Pula

Imara Asset Management Limited – – 3 271 496 3 782 695Imara Botswana Limited – – 250 809 –Imara Trademarks Limited – – 14 167 20 793Imara Capital Kenya Limited – – 770 844Imara Capital Zimbabwe (Private) Limited – – 25 689 32 655

– – 3 562 931 3 836 987

Finance costs – related partyImara SP Limited (see note below) – – – 8 991Etana Trust (see note below) – – 134 149

– – 134 9 140

Total finance costs (see note 6) – – 3 563 065 3 846 126

Etana Trust

The assets and liabilities of the Trust were settled during 2015 and the Trust was terminated on 20 July 2015.

Imara SP Limited

The company was wound-up during 2015 and was deregistered on 16 April 2016.

PAGE | 83

ANNUAL REPORT

PAGE | 83

ANNUAL FINANCIAL STATEMENTS

Group 2016 Pula

Group 2015 Pula

Company 2016 Pula

Company 2015 Pula

18. RELATEd PARTy dISCLOSURES (continued)

Loans receivable – group companiesLong termImara Africa Advisors Limited – – 82 896 76 019CF Africa Limited – – 1 105 421 944 023Imara Asset Management Mauritius (Pty) Limited – – 347 444 –Imara Asset Management (UK) Limited – – 227 451 223 363Imara Capital Botswana (Proprietary) Limited – – 29 297 684 30 254 794Imara Capital Limited – – – 4 228 576Imara Capital Partners PCC – – 85 293 –ICP Advisors Proprietary Limited – – 3 062 705 –Imara Capital South Africa Proprietary Limited – – 2 820 543 380 390Imara Capital Securities (Proprietary) Limited – – 1 493 –Imara Capital Zambia Limited – – 2 172 245 2 297 483Imara Capital Zimbabwe (Private) Limited – – 189 592 –Imara ECR Asset Management Limited – – 871 889 542 776Imara Trust Company (Mauritius) Limited – – 6 983 9 076

– – 40 271 639 38 956 500

Loans payable – group companiesImara Botswana Limited – – 4 262 358 2 481 399Imara Asset Management Limited – – 61 337 391 62 715 006Imara Capital Kenya Limited – – 14 936 13 958Imara Capital Securities (Proprietary) Limited – – – 459Imara Capital Zimbabwe (Private) Limited – – – 1 435 575Imara Trademarks Limited – – 254 750 300 593

– – 65 869 435 66 946 990

Loans 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 5.50% (2015: 6.50%) 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.

Group 2016 Pula

Group 2015 Pula

Company 2016 Pula

Company 2015 Pula

Amounts owed to related parties (note 26)Etana Trust 2 572 2 438 2 572 2 438Imara SP Limited – 209 951 – 209 951

2 572 212 389 2 572 212 389

84 | PAGE84 | PAGE

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

for the year ended 30 april 2016

year ended 30 April 2016

Non-executive

PulaExecutive

PulaTotal Pula

18. RELATEd PARTy dISCLOSURES (continued)

Remuneration paid to directors – Group and CompanyNon-executive directors – Parent companyFees 1 370 507 – 1 370 507Expenses 72 334 – 72 334

Total non-executive – Parent company 1 442 841 – 1 442 841

Executive directors – Parent companySalary – 4 392 175 4 392 175Short-term benefits – 145 546 145 546

Fixed remuneration – 4 537 721 4 537 721Performance bonus – 281 452 281 452Share-based payment expense – 4 104 4 104

Total executive directors – Parent company – 4 823 277 4 823 277

Total directors’ remuneration – Parent company 1 442 841 4 823 277 6 266 118

Non-executive directors – Subsidiary companiesFees 911 255 – 911 255

Executive directors – Subsidiary companiesSalary – 24 224 150 24 224 150Short-term benefits – 3 097 700 3 097 700

Fixed remuneration – 27 321 850 27 321 850Performance bonus – 2 911 527 2 911 527Share-based payment expense – 71 355 71 355

Total executive directors – Subsidiary companies – 30 304 732 30 304 732

Executive and non-executive directors – Parent and subsidiary companiesFees 2 281 762 – 2 281 762Expenses 72 334 – 72 334Salary – 28 616 325 28 616 325Short-term benefits – 3 243 246 3 243 246

Fixed remuneration 2 354 096 31 859 571 34 213 667 Performance bonus – 3 192 979 3 192 979Share-based payment expense – 75 459 75 459

Total non-executive and directors – Parent and subsidiary companies 2 354 096 35 128 009 37 482 105

directors’ remuneration

The directors’ remuneration disclosed in the note above details the total remuneration paid to the directors and includes amounts paid by the parent company itself and, in instances where executive directors are employed by a subsidiary company, the remuneration paid by the subsidiary. The amounts disclosed include performance bonuses in respect of the 2015 financial year which were accrued in that year, but paid in 2016, and which are detailed above.

PAGE | 85

ANNUAL REPORT

PAGE | 85

ANNUAL FINANCIAL STATEMENTS

Year ended 30 April 2015

Non-executive

PulaExecutive

PulaTotal Pula

18. RELATEd PARTy dISCLOSURES (continued)

Remuneration paid to directors – Group and CompanyNon-executive directors – Parent companyFeesExpenses 1 422 262 – 1 422 262Share-based payment expense 522 088 – 522 088

Total non-executive 1 944 350 – 1 944 350

Executive directors – Parent companySalary – 5 585 129 5 585 129Short-term benefits – 193 009 193 009

Fixed remuneration – 5 778 138 5 778 138Performance bonus – 781 919 781 919Share-based payment expense – 24 430 24 430

Total executive directors – Parent company – 6 584 487 6 584 487

Total directors’ remuneration – Parent company 1 944 350 6 584 487 8 528 837

Non-executive directors – Subsidiary companiesFees 2 089 349 – 2 089 349

Executive directors – Subsidiary companiesSalary – 20 894 170 20 894 170Short-term benefits – 2 569 287 2 569 287

Fixed remuneration – 23 463 457 23 463 457Performance bonus – 4 356 989 4 356 989Share-based payment expense – 252 152 252 152

Total executive directors – Subsidiary companies – 28 072 598 28 072 598

Executive and non-xecutive directors – Parent and subsidiary companiesFees 3 511 611 – 3 511 611Expenses 522 088 – 522 088Salary – 26 479 299 26 479 299Short-term benefits – 2 762 296 2 762 296

Fixed remuneration – 29 241 595 29 241 595Performance bonus – 5 138 908 5 138 908Share-based payment expense – 276 582 276 582

Total non-executive and directors – Parent and subsidiary companies 4 033 899 34 657 085 38 690 784

directors’ remuneration

The directors’ remuneration disclosed in the note above details the total remuneration paid to the directors and includes amounts paid by the parent company itself and, in instances where executive directors are employed by a subsidiary company, the remuneration paid by the subsidiary. The amounts disclosed include performance bonuses in respect of the 2015 financial year which were accrued in that year, but paid in 2016, and which are detailed above.

86 | PAGE86 | PAGE

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

for the year ended 30 april 2016

year ended 30 April

2016 Pula

2015 Pula

18. RELATEd PARTy dISCLOSURES (continued)

Remuneration paid to key management personnelSalary 13 826 079 10 877 568Short-term benefits 1 620 454 1 641 798

Fixed remuneration 15 446 533 12 519 366Performance bonus 2 012 358 2 433 837Share-based payment expense 34 745 112 067

17 493 636 15 065 270

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

Country Company

Number of employees

2016

Number of employees

2015

Botswana Imara Holdings Limited 1 1Mauritius Imara Trust Company (Mauritius) Limited 2 2South Africa Imara Capital South Africa Proprietary Limited 1 1Zimbabwe Imara Capital Zimbabwe (Private) Limited 3 3Zimbabwe Imara Asset Management Limited – BVI 2 1United Kingdom Imara Asset Management (UK) Limited 1 1

10 9

Group 2016 Pula

Group 2015 Pula

Company 2016 Pula

Company 2015 Pula

19. FIxEd dEPOSIT INVESTMENTBalance at the beginning of the year 538 515 – – –Cash deposit made during the year – 538 515 – –Exchange rate adjustment (50 464) – – –

Balance at the end of the year 488 051 538 515 – –

The fixed deposit of R660 402 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.

Group 2016 Pula

Group 2015 Pula

Company 2016 Pula

Company 2015 Pula

20. LISTEd TRAdING SECURITIESFinancial assets at fair value through profit or loss

Listed traded securities 1 736 158 1 547 551 – –

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.

PAGE | 87

ANNUAL REPORT

PAGE | 87

ANNUAL FINANCIAL STATEMENTS

year ended 30 April

Group 2016 Pula

Group 2015 Pula

Company 2016 Pula

Company 2015 Pula

21. TRAdE ANd OThER RECEIVABLESTrade receivables (net of impairment charges) 11 361 072 12 478 865 – –Amounts receivable – broking activities 7 435 562 61 423 415 – –Sundry receivables 5 376 749 7 808 271 869 010 1 129 418

24 173 383 81 710 551 869 010 1 129 418

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.

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.

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

GROUP Past due but not impaired

As at 30 April 2016

Less than 30 days

Pula

31 to 60 days

Pula

61 to 90 days

Pula

91 to 120 days

Pula

More than 120 days

Pula

Not classified

PulaTotalPula

Trade receivables 6 996 120 2 780 912 1 090 999 410 1 482 631 – 12 351 072Impairment charges – – – – (990 000) – (990 000)

Trade receivables (net) 6 996 120 2 780 912 1 090 999 410 492 631 – 11 361 072Other receivables 7 486 426 3 742 453 312 606 47 766 1 223 060 – 12 812 311

14 482 546 6 523 365 1 403 605 48 176 1 715 691 – 24 173 383

As at 30 April 2015

Trade receivables 6 457 344 3 035 900 312 593 1 548 370 3 280 147 – 14 634 354Impairment 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 865Other receivables 61 862 102 4 612 963 293 643 1 112 798 1 350 180 – 69 231 686

72 530 516 7 598 618 606 236 2 548 004 2 474 838 – 81 710 551

COMPANyAs at 30 April 2016

Other receivables 139 279 39 035 22 571 22 571 645 554 – 869 010

As at 30 April 2015

Other receivables 92 370 166 098 245 692 341 125 284 133 – 1 129 418

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

88 | PAGE88 | PAGE

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

for the year ended 30 april 2016

21. TRAdE ANd OThER RECEIVABLES (continued)

Movements in the provision for past due trade receivables and sundry receivables were as follows:

Group Company

Individually Impaired

Pula

Collectively Impaired

PulaTotalPula

Individually Impaired

Pula

Collectively Impaired

PulaTotal Pula

At 30 April 2014 5 328 371 264 661 5 593 032 – – –Charge for the yearTrade receivables 2 173 089 (17 600) 2 155 489 – – –Other 563 072 – 563 072 – – –

8 064 532 247 061 8 311 5963 – – –Utilised (4 816 103) – (4 816 103) – – –

At 30 April 2015 3 248 429 247 061 3 495 490 – – –

Charge for the yearTrade receivables 990 000 – 990 000 – – –Other 184 429 – 184 429 – – –

4 422 858 247 061 4 669 919 – – –Utilised (4 076 914) – (4 076 914) – – –

At 30 April 2016 345 944 247 061 593 005 – – –

As at 30 April

Group 2016 Pula

Group 2015 Pula

Company 2016 Pula

Company 2015 Pula

22. CASh ANd CASh EQUIVALENTSCash on hand and at bank 83 560 633 39 525 220 70 125 576 22 534 161Short-term deposits 38 014 683 30 632 977 1 225 102 121 240

121 575 316 70 158 197 71 350 678 22 655 401

Bank overdraft (see note below) 169 083 – – –

For purposes of the Statement of Cash Flows, cash and cash equivalents comprise the following:Cash and cash equivalents – per above 121 575 316 70 158 197 71 350 678 22 655 401Bank overdraft (169 083) –

121 406 233 70 158 197 71 350 678 22 655 401

The bank overdraft relates to Imara Capital Securities (Proprietary) Limited. No formal borrowing facility exist for the bank overdraft and when the account is periodically overdrawn, this is on the basis of an accommodation by the bank. The overdraft is unsecured and bears interest at 5.7%.

Rand call deposits bear interest, linked to prime, of between 1.00% and 8.20% per annum (2015: 1.00% and 6.37%).

Short-term deposits held by banks and financial institutions in Botswana range between 3.50% and 6.73% per annum (2015: 4.63% and 7.54%).

Short-term deposits held by banks and financial institutions in Zimbabwe range between 0.00% and 7.00% per annum (2015: 4.00% and 12.00%).

Cash balances in held in foreign currency denominated bank accounts 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).

PAGE | 89

ANNUAL REPORT

PAGE | 89

ANNUAL FINANCIAL STATEMENTS

As at 30 April

Group 2016 Pula

Group 2015 Pula

Company 2016 Pula

Company 2015 Pula

23. INCOME TAx REFUNdABLEImara Asset Management South Africa Proprietary Limited 298 436 139 654 – –Imara Trust Company (Mauritius) Limited – 22 538 – –Imara Capital South Africa Proprietary Limited 466 426 – – –

764 862 162 192 – –

Tax refundable is the result of the overpayment of provisional tax payments against the final assessed tax liability. The amount is refundable by the relevant tax authorities and may not be offset against future provisional tax payments.

As at 30 April

Company 2016

Number

Company 2015

Number

24. STATEd CAPITALAuthorised share capital: 200 000 000 ordinary shares of no par value

Ordinary sharesReconciliation of the number of ordinary shares in issueIn issue at beginning of the year 59 419 301 59 151 801Shares issued – Under the share options scheme 75 000 267 500

In issue at end of the year 59 494 301 59 419 301

As at 30 April

Company 2016 Pula

Company 2015 Pula

Issued capital – ordinary sharesBalance at beginning of year 51 489 161 50 931 011Shares issued – Under the share options scheme 148 500 558 150

Balance at end of year 51 637 661 51 489 161

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.

90 | PAGE90 | PAGE

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

for the year ended 30 april 2016

As at 30 April

Group 2016 Pula

Group 2015 Pula

Company 2016 Pula

Company 2015 Pula

25. RETIREMENT BENEFIT OBLIGATIONS – LONG TERM

Retirement benefit obligations (see note below) 946 053 761 541 – –

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:

2016%

2015%

Discount rate 7.50 7.00Future salary increases 5.50 5.00

} Employees will remain in service until the retirement age;

} No gratuity is payable when an employee resigns or dies before attaining the retirement age;

} Any gratuity accrued in respect of an employee who resigns or dies before the retirement date, are written back to profit or loss;

Demographic assumptions:

} Withdrawal before retirement 5% per annum to age 40 and reducing to nil after the age of 45;

} Mortality before retirement A 1967/70 (2) Ultimate;

} Average retirement age 65 years

A quantitative sensitivity analysis for significant assumptions is shown below:

30 April 2016

discount rate Future salary increases1.00%

increase Pula

1.00% decrease

Pula

0.50% increase

Pula

0.50% decrease

Pula

Impact on retirement obligations (157 676) 199 722 94 605 (84 094)

PAGE | 91

ANNUAL REPORT

PAGE | 91

ANNUAL FINANCIAL STATEMENTS

25. RETIREMENT BENEFIT OBLIGATIONS – LONG TERM (continued)

The principal assumptions used in determining the retirement benefit obligation are detailed below: (c0ntinued)

30 April 2015

Discount rate Future salary increases0.50%

increase Pula

0.50% decrease

Pula

0.50% increase

Pula

0.50% decrease

Pula

Impact on retirement obligations (134 956) 173 516 171 173 (150 930)

2016 2015

Balance at the beginning of the year 761 541 1 197 019Exchange rate adjustment in opening balance 68 884 133 894

Adjusted balance at the beginning of the year 830 425 1 330 913Adjustment arising from changes in retirement policy –

Service cost 126 140 –Net interest 63 070 48 199

Amount included in profit or loss 189 210 48 199

Actuarial changes arising from changes in financial assumptions – (617 571)Experience adjustment (73 582) –

Amount included in other comprehensive income (73 582) (617 571)

Balance at the end of the year 946 053 761 541

As at 30 April

Group 2016 Pula

Group 2015 Pula

Company 2016 Pula

Company 2015 Pula

26. TRAdE ANd OThER PAyABLESTrade payables 1 423 507 7 448 389 – –Amounts payable in respect of broking activities 14 599 124 66 686 473 – –Other payables 5 449 144 12 554 448 539 430 1 873 723Accruals – Other 3 652 372 3 091 316 1 048 167 873 233Accruals – Employment 9 495 001 9 015 095 1 133 445 2 217 002Accruals – Deferred units (note 15) 1 000 000 – 1 000 000 –Related party payables (note 18) 411 572 180 256 2 572 212 389

36 030 720 98 975 977 3 723 614 5 176 347

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.

“Accruals – Employment” include amounts due in respect of profit share, leave pay, severance benefits and payroll accruals.

92 | PAGE92 | PAGE

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

for the year ended 30 april 2016

Group 2016

Group 2015

27. FUNdS UNdER MANAGEMENTFunds under management – group companies Expressed in Pula 4 594 809 956 5 406 794 597

Expressed in USD 437 113 893 561 046 225

Exchange rate USD: Pula 10.51 9.64

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.

28. COMMITMENTS ANd CONTINGENCIES

Operating lease commitments:

Operating leases – Company as lessee

The group has entered into commercial lease agreements in relation to office premises in Botswana, Mauritius, South Africa, Zimbabwe and United Kingdom.

The Botswana lease, in respect of premises situated in the new Central Business District of Gaborone, has a remaining lease term of 19 months and expires on 30 November 2017. The current lease agreement provides for an annual escalation of rentals of 7.50%. The lease is renewable for a further five years on terms to be mutually agreed between tenant and landlord, not later than six months before the termination of the current lease.

The premises in Mauritius comprise two separate office suites situated in Ebene, Cybercity which are leased under a single lease agreement. The agreement commenced on 1s May 2015 and expires on 30 April 2018, with a renewal option for a further three years. The lease agreement provides for a 5% annual rental escalation. Part of the offices are sub-let to clients under two separate lease agreements, which terminate on 31 December 2017 and 30 June 2017. Both sub-leases are renewable by negotiation.

The South African company, Imara Capital South Africa Proprietary Limited, has entered into a lease agreement in respect of office premises situated in Illovo, Johannesburg. The lease has an annual rental escalation of 9%, expires on 28 February 2017 and is not renewable after the remaining lease term.

The United Kingdom company, Imara Asset Management (UK) Limited, has entered into a lease agreement in respect of premises located in Edinburgh, Scotland. The lease runs to 29 October 2019, but can be terminated on 29 October 2017, with at least seven months’ written notice. The lease is not renewable for further periods beyond October 2019.

The Zimbabwe lease, is in respect of offices premises situated in Eastlea, Harare, and expires on 31 December 2017. The lease is renewable for a further period of 36 months, by negotiation between the parties.

Future minimum rentals payable under non-cancellable operating leases are as follows:

As at 30 April

Group 2016 Pula

Group 2015 Pula

Company 2016 Pula

Company 2015 Pula

Within one year 4 549 614 4 745 419 720 706 670 424After one year but not more than five years 2 153 905 3 678 552 438 248 1 158 954

6 703 519 8 423 971 1 158 954 1 829 378

Operating leases – Company as lessor

The group has entered into commercial property sub-lease agreements in relation to the rental of office space in Botswana, Mauritius and South Africa. The sub-lease agreements are with subsidiary companies and third parties. These non-cancellable leases are on terms similar to the head lease agreements, and have remaining terms of 19 months in relation to Botswana, 14 and 20 months in respect of Mauritius and 10 months in relation to South Africa. The lease agreements include a clause allowing for an upward revision of the rental charges on an annual basis.

PAGE | 93

ANNUAL REPORT

PAGE | 93

ANNUAL FINANCIAL STATEMENTS

28. COMMITMENTS ANd CONTINGENCIES (continued)

Future minimum rentals receivable under non-cancellable operating leases are as follows:

As at 30 April

Group 2016 Pula

Group 2015 Pula

Company 2016 Pula

Company 2015 Pula

Within one year 1 750 151 1 817 441 396 973 369 277After one year but not more than five years 350 845 1 934 341 241 391 638 364

2 100 996 3 751 782 638 364 1 007 641

No disclosure has been made in respect of the financial impact of the sub-lease agreements for subsidiary companies, as on a group consolidated basis the financial amounts are eliminated.

Capital commitments

At 30 April 2016 and 2015 the group has the following capital commitments:

As at 30 April

2016 Pula

2015 Pula

Imara Securities Angola SVM Limitada – see note below – 963 976Capital expenditure authorised in the April 2017 budgets but not yet committed 347 315 2 371 107

347 315 3 335 083

Imara Securities Angola SVM Limitada

Imara Securities Angola SVM Limitada is an Angolan registered company in the process of formation. Registration formalities can only be concluded once a stock-broking license for the new entity has been issued, which is dependent on the establishment of a functional office. The license application to the Angolan Authorities was suspended by Imara in December 2015. 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 is USD200 000. No capital commitment is reflected in the current year in view of the suspension of the license application and the lack of certainty regarding the commencement of business.

29. 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.

No options were granted under the share option scheme in 2016 and 2015 and consequently there was no need to carry out a binomial valuation of the scheme in either of these years. The share option scheme terminated on 11 October 2015.

The range of exercise prices for options outstanding at the end of the year was P1.98 to P3.00 (2015: P1.98 to P4.25).

94 | PAGE94 | PAGE

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

for the year ended 30 april 2016

29. ShARE-BASEd PAyMENTS (continued)

Share-based payment plan (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:

2016 Pula

2015 Pula

Imara Holdings Limited 13 669 68 394Imara Asset Management South Africa Proprietary Limited 25 267 90 697Imara Asset Management Limited – BVI 31 991 137 151Imara Botswana Limited 14 294 75 815Imara Capital South Africa Proprietary Limited 5 220 20 921Imara Capital Zimbabwe (Private)Limited 14 367 32 291Imara Capital Securities (Proprietary) Limited 2 564 5 762Imara Trust Company (Mauritius) Limited 2 025 4 551

109 397 435 582

2016 number

2015 number

2016 wAEP*

2015 WAEP

Outstanding – beginning of year 2 811 000 4 709 833 2.69637 2.89324Forfeited during the year (375 000) (1 084 500) 2.66960 3.01923Lapsed during the year (531 000) (546 833) 4.05160 4.05000Exercised during the year (75 000) (267 500) 1.98000 2.08654

Outstanding and exercisable – end of the year 1 830 000 2 811 000 2.33788 2.69637

* Weighted average exercise price

PAGE | 95

ANNUAL REPORT

PAGE | 95

ANNUAL FINANCIAL STATEMENTS

30. FINANCIAL INSTRUMENTS

The tables below summarise the classification of the group’s financial instruments:

AFVTPL* Pula

Available-for-sale

financial instruments

Pula

Financial liabilities at

amortised cost Pula

Non-financial

Instru-ments**

Pula

Loan and receivables

PulaTotal Pula

As at 30 April 2016ASSETSAvailable-for-sale financial instruments – 7 698 794 – – – 7 698 794Listed traded securities 1 736 158 – – – – 1 736 158Trade and other receivables – – – – 24 173 383 24 173 383Cash and cash equivalents – – – – 121 575 316 121 575 316Deferred units – 2 481 062 – – – 2 481 062Fixed deposit – – – – 488 051 488 051

1 736 158 10 179 856 – – 146 236 750 158 152 764

LIABILITIESTrade and other payables – – 21 883 347 14 147 373 – 36 030 720Bank overdraft – – – – 169 083 169 083

– – 21 883 347 14 147 373 169 083 36 199 803

As at 30 April 2015ASSETSAvailable-for-sale financial instruments – 6 890 069 – – – 6 890 069Listed traded securities 1 547 551 – – – – 1 547 551Trade and other receivables – – – – 81 710 551 81 710 551Cash and cash equivalents – – – – 70 158 197 70 158 197Fixed deposit – – – – 538 515 538 515

1 547 551 6 890 069 – – 152 407 263 160 844 883

LIABILITIESTrade and other payables – – 86 869 566 12 106 411 – 98 975 977

– – 86 869 566 12 106 411 – 98 975 977

* 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.

96 | PAGE96 | PAGE

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

for the year ended 30 april 2016

30. FINANCIAL INSTRUMENTS (continued)

The tables below summarise the classification of the company’s financial instruments:

Available-for-sale

financial instruments

Pula

Financial liabilities at

amortised cost Pula

Non-financial

instruments** Pula

Loan and receivables

PulaTotal Pula

As at 30 April 2016ASSETSAvailable-for-sale financial instruments 1 388 181 – – – 1 388 181Account receivable – group companies – – – 40 271 639 40 271 639Trade and other receivables – – – 869 010 869 010Cash and cash equivalents – – – 71 350 678 71 350 678

1 388 181 – – 112 491 327 113 879 508

LIABILITIESAccounts payables – group companies – 65 869 435 – – 65 869 435Trade and other payables – 542 002 3 181 612 – 3 723 614

– 66 411 437 3 181 612 – 69 593 049

As at 30 April 2015ASSETSAvailable-for-sale financial instruments 1 537 673 – – – 1 537 673Account receivable – group companies – – – 38 956 500 38 956 500Trade and other receivables – – – 1 129 418 1 129 418Cash 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 990Trade and other payables – 2 086 112 3 090 235 – 5 176 347

– 69 033 102 3 090 235 – 72 123 337

* 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 | 97

ANNUAL REPORT

PAGE | 97

ANNUAL FINANCIAL STATEMENTS

30. FINANCIAL INSTRUMENTS (continued)

The table below summarises by class of financial instruments, the net gains and losses, relating to these instruments.

Interest received

PulaInterest paid

Pula

Fair value movement

Pula

Impairment losses

PulaTotal Pula

As at 30 April 2016GROUPLoans and receivables 3 241 439 – – – 3 241 439Financial assets held at fair value through profit or loss – – (91 245) – (91 245)Financial liabilities at amortised cost – 57 – – 57

Total 3 241 439 57 (91 245) – 3 150 251

As at 30 April 2015GROUPLoans and receivables 7 493 889 – – – 7 493 889Financial assets held at fair value through profit or loss – – 887 246 – 887 246Financial liabilities at amortised cost – (7 357) – – (7 357)

Total 7 493 889 (7 357) 887 246 – 8 373 778

As at 30 April 2016COMPANyLoans and receivables 2 191 937 – – – 2 191 937Financial liabilities at amortised cost – (3 563 065) – – (3 563 065)

Total 2 191 937 (3 563 065) – – (1 371 128)

As at 30 April 2015COMPANyLoans and receivables 2 944 124 – – – 2 944 124Financial liabilities at amortised cost – (3 846 126) – – (3 846 126)

Total 2 944 124 (3 846 126) – – (902 002)

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.

98 | PAGE98 | PAGE

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

for the year ended 30 april 2016

30. 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, Nigerian Stock Exchange and Zimbabwe Stock Exchange All Share Index, with all other variables held constant, is as follows:

Group 2016 Group 2015Change in

equity price %

Impact on equity

Pula

Change in equity price

%

Impact on equity

Pula

Available-for-sale financial assetsMarket indicesBotswana Stock Exchange 10 8 668 10 8 668Nigeria Stock Exchange 10 239 246 10 339 320Zimbabwe Stock Exchange 10 482 10 1 531Market indicesBotswana Stock Exchange (15) (13 002) (15) (13 002)Nigeria Stock Exchange (15) (358 869) (15) (508 979)Zimbabwe Stock Exchange (15) (722) (15) (2 296)

AFVTPL* (Listed trading securities)

Change inequity price

%

Impact on profit and

lossPula

Change in equity price

%

Impact on profit and

lossPula

Market indicesBotswana Stock Exchange 10 173 616 10 154 755Botswana Stock Exchange (15) (260 424) (15) (232 133)

* Assets at fair value through profit and loss.

AFVTPL – Listed trading securitiesCompany 2016 Company 2015

Change in equity price

%

Effect on profit

before tax Pula

Change in equity price

%

Effect on profit

before tax Pula

Market indicesZimbabwe Stock Exchange 10 482 10 1 531Zimbabwe Stock Exchange (15) (722) (15) (2 296)

PAGE | 99

ANNUAL REPORT

PAGE | 99

ANNUAL FINANCIAL STATEMENTS

30. 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 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 tax

2016Pula

Effect on profit before tax

2015Pula

Group 0.25 96 257 77 929(0.50) (192 514) (155 857)

Company 0.25 3 063 303(0.50) (6 126) (606)

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. 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 Euro, United States Dollar, Pound Sterling, Swiss Franc and Mauritian Rupee 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).

100 | PAGE100 | PAGE

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

for the year ended 30 april 2016

30. FINANCIAL INSTRUMENTS (continued)

Group 2016 Group 2015 Company 2016 Company 2015Effect

on profit before tax

Effect on profit

before tax

Effect on profit

before tax

Effect on profit

before tax Pula Pula Pula Pula

Effect on profit before taxEuro – (EUR)Increase in exchange rate 5.5% 39 752 181 573 39 752 181 573(Decrease) in exchange rate (3.0%) (21 683) (99 040) (21 683) (99 040)

United States Dollars – (USD)Increase in exchange rate 5.0% 3 266 182 931 697 3 164 943 433 698(Decrease) in exchange rate (3.0%) (1 959 709) (559 018) (1 898 966) (260 219)

Pounds Sterling (GDP)Increase in exchange rate 2.5% 141 679 248 285 141 679 248 285(Decrease) in exchange rate (1.25%) (70 480) (124 142) (70 840) (124 142)

Swiss Franc (CHF)Increase in exchange rate 6.0% 327 304 327 304(Decrease) in exchange rate (3.0%) (164) (152) (164) (152)

Mauritian Rupee (MUR)Increase in exchange rate 7.5% 29 275 70 509 – –(Decrease) in exchange rate (3.0%) (19 516) (47 006) – –

The percentage changes shown in the table above and below indicate either a weakening of the stated currency against the Pula (Increase in exchange rate), or an appreciation against the Pula (decrease in exchange rate).

The following table demonstrates the sensitivity to a reasonably possible change in the United States Dollar, Pound Sterling and South African Rand 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.

Group 2016 Group 2015Impact

on equityImpact

on equityImpact on equity Pula Pula

United States Dollars – (USD)Increase in exchange rate 5.0% 18 238 (67 524)(Decrease) in exchange rate (3.0%) (10 943) 40 514

Pounds Sterling (GDP)Increase in exchange rate 2.5% 5 686 5 586(Decrease) in exchange rate (1.25%) (2 843) (2 793)

South African Rand (ZAR)Increase in exchange rate 6.5% 382 411 24 725(Decrease) in exchange rate (4.25%) (250 038) (16 167)

Mauritian Rupee (MUR)Increase in exchange rate 7.5% 26 058 –(Decrease) in exchange rate (5.0%) (17 372) –

PAGE | 101

ANNUAL REPORT

PAGE | 101

ANNUAL FINANCIAL STATEMENTS

30. 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 tables below summarises the maturity profile of the group’s and company’s financial liabilities at 30 April 2016 and 2015, based on contractual undiscounted payments.

GroupOn demand

Pula

Less than three months

Pula

Three to 12 months

Pula

One to five years

Pula

More than five years

PulaTotal Pula

At 30 April 2016Trade and other payables – 36 030 720 – – – 36 030 720Bank overdraft 169 083 – – – – 169 083

169 083 36 030 720 – – – 36 199 803

At 30 April 2015Trade and other payables – 98 975 977 – – – 98 975 977

CompanyAt 30 April 2016Trade and other payables – 3 723 614 – – – 3 723 614

At 30 April 2015Trade and other payables – 5 176 347 – – – 5 176 347

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.

102 | PAGE102 | PAGE

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

for the year ended 30 april 2016

30. FINANCIAL INSTRUMENTS (continued)

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.

Set out in the table below is a comparison by category of carrying amounts and fair values of financial instruments for the group and company.

Carrying amount

2016 Pula

2015 Pula

GroupFinancial assetsAvailable-for-sale financial assets 7 698 794 6 890 069Fixed deposit – investment 488 051 538 515Trade and other receivables 24 173 383 81 710 551Listed trading securities 1 736 158 1 547 551Deferred units 2 481 062 –Cash and cash equivalents 121 575 316 70 158 197

158 152 764 160 844 883

Financial liabilitiesTrade and other payables 36 030 720 98 975 980Bank overdraft 169 083 –

36 199 803 98 975 980

Carrying amount

2016 Pula

2015 Pula

CompanyFinancial assetsAvailable-for-sale financial assets 1 388 181 1 537 673Trade and other receivables 869 010 1 129 418Cash and cash equivalents 71 350 678 22 655 401

73 607 869 25 322 492

Financial liabilities

Trade and other payables 3 723 614 5 176 347

determination of fair value and fair value hierarchyThe 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.

PAGE | 103

ANNUAL REPORT

PAGE | 103

ANNUAL FINANCIAL STATEMENTS

30. FINANCIAL INSTRUMENTS (continued)

determination of fair value and fair value hierarchy (continued)

The following table shows an analysis of financial instruments recorded at fair value by level of the fair value hierarchy:

Group: as at 30 April 2016Level 1

PulaLevel 2

PulaLevel 3

PulaTotal Pula

Financial assetsAvailable-for-sale financial assets (note 17) 203 902 2 392 463 4 515 095 7 111 460Deferred units 2 481 062 – – 2 481 062Listed trading securities (note 20) 1 736 158 – – 1 736 158

Total financial assets 4 421 122 2 392 463 4 515 095 11 328 680

Financial liabilities – – – –

Group: as at 30 April 2015Financial assetsAvailable-for-sale financial assets (note 17) 215 232 3 393 196 3 281 641 6 890 069Listed trading securities (note 20) 1 547 551 – – 1 547 551

Total financial assets 1 762 783 3 393 196 3 281 641 8 437 620

Financial liabilities – – – –

Company: as at 30 April 2016Financial assetsAvailable-for-sale financial assets (note 17) 4 816 – 1 383 365 1 388 181

Company: as at 30 April 2015Financial assetsAvailable-for-sale financial assets (note 17) 15 306 139 002 1 383 365 1 537 673

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 a mutual fund comprising listed only equities. The Fund is valued monthly by reference to the quoted prices for the equities held.

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, Leon Holdings Limited – Zimbabwe and the investment in Oryx Finance Limited (preference shares).

The investments in Leon Holdings Limited is an equity investment in a company engaged in micro-finance activities in Zimbabwe. The shares have been valued by the directors of Imara Capital Zimbabwe Limited based on the latest available management accounts and the prevailing economic climate in Zimbabwe.

The investment in Oryx Finance Limited is in respect of redeemable preference shares, which are denominated in United States Dollars, and have an interest coupon of 9% per annum with quarterly interest payments. The company is currently looking to raise new capital to strengthen its balance sheet.

There have been no transfers between levels 1, 2 and 3 instruments in either reporting period.

104 | PAGE104 | PAGE

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

for the year ended 30 april 2016

30. FINANCIAL INSTRUMENTS (continued)

Reconciliation of movement in level 3 financial assets

Group Group Company Company

year ended 30 April2016

Pula2015 Pula

2016 Pula

2015 Pula

Balance at the beginning of the year 3 281 641 1 734 294 1 383 365 1 484 664Purchase of available-for-sale financial assets 1 911 174 1 556 474 – –Disposal of available-for-sale financial assets (231 174) (101 299) – (101 299)Transfer from investment in associate (note 16) – 92 172 – – Exchange rate movements 140 788 – – –

Balance at the end of the year 5 102 429 3 281 641 1 383 365 1 383 365

31. FINANCIAL INSTRUMENTS – RELATING TO ThE dISCONTINUEd OPERATION (IMARA SP REId PROPRIETARy LIMITEd)

As at 30 April 2016, the group did not carry financial instruments relating to Imara SP Reid Proprietary Limited, (ISPR), as the sale of this subsidiary was concluded on 12 June 2015 (note 8). Consequently, only the financial instruments of ISPR, as disclosed in its 2015 annual financial statements, are included in the table below.

The descriptions detailed in the note 30 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 rate:0.81543 (Reciprocal rate 1.22634)

Available-for-sale financial assets

Pula

Fair value through profit

or loss* Pula

Loan payables and receivables

Pula

As at 30 April 2015Assets Available-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

Liabilities Listed trading securities sold short – 64 –Trade and other payables – – 94 050 320

– 64 94 050 320* Financial securities classified as trading securities are carried at fair value through profit or loss.

PAGE | 105

ANNUAL REPORT

PAGE | 105

ANNUAL FINANCIAL STATEMENTS

31. FINANCIAL INSTRUMENTS – RELATING TO ThE dISCONTINUEd OPERATION (IMARA SP REId PROPRIETARy LIMITEd) (continued)

Net gains/(losses)

The table below summaries by class of financial instruments, the net gains and losses relating to the financial instruments of ISPR as disclosed in its 2015 annual financial statements:

Interest received

Pula

Interest paid Pula

Fair value movements

PulaTotal Pula

Net gains/(losses) for the year ended 30 April 2015Loans payables – (716 928) – (716 928)Loan receivables 10 014 542 – – 10 014 542Available-for-sale financial assets – – 1 789 716 1 789 716Financial assets at fair value through profit or loss – – 392 822 392 822

10 014 542 (716 928) 2 182 538 11 480 152

Equity price risk

Equity price risk is 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 (JSE-ALSI), with other variables held constant. The table below summaries the equity price risk relating to the financial instruments of ISPR as disclosed in its 2015 annual financial statements:

2015Change in

equity price %

Change in equity price

Pula

Market Index: 1.50 96 860JSE-ALSI (6.00) (387 440)

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. The information relates to the financial instruments of ISPR as disclosed in its 2015 annual financial statements:

2015

Change in interest rates (basis points)Effect on profit before tax

Pula

50 basis points 448 99525 basis points 224 498

Liquidity risk

The table below summarises the maturity profile of the company’s financial liabilities as at 30 April 2015 based on contractual undiscounted payments:

On demand Pula

Less than 30 days

Pula

Three to 12 months

Pula

One to five years

Pula

More than five years

PulaTotal Pula

At 30 April 2015

Trade and other payables – 90 825 996 2 949 566 – – 93 775 562

106 | PAGE106 | PAGE

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

for the year ended 30 april 2016

31. FINANCIAL INSTRUMENTS – RELATING TO ThE dISCONTINUEd OPERATION (IMARA SP REId PROPRIETARy LIMITEd) (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 profit before tax of Imara SP Reid Proprietary Limited (due to changes in the fair value of monetary assets and liabilities) for the year ended 30 April 2015. The company was sold in June 2015.

Effect of a 6% depreciation

2015 Pula

Effect of a 1% appreciation

2015 Pula

Australian Dollar 341 (57)Botswana Pula 296 (49)Brazilian Real 192 (32)British Pound 27 (4)CFA Franc 1 067 (178)Egyptian Pound 1 086 (181)Euro 89 (15)Ghanaian Cedi 995 (166)Hong Kong Dollar 189 (32)Kenyan Shilling 1 325 (221)Mauritius Rupee 4 (1)Moroccan Dirham 4 123 (687)Mozambique Metical 468 (78)Nigeria Naira 2 232 (372)Swedish Krona 179 (29)Uganda Shilling 2 221 (370)United States Dollar 54 361 (9 060)Zambian Kwacha 34 (6)

69 229 (11 538)

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 based on the information disclosed in its 2015 annual financial statements:

Carrying amount 2015 Pula

Financial assetsAvailable-for-sale financial assets 6 511 082Trade and other receivables 132 139 034Listed trading securities held 2 539 200Cash and cash equivalents 23 424 055

164 613 371

Financial liabilitiesTrade and other payables 94 050 320Listed trading securities sold short 64

94 050 384

PAGE | 107

ANNUAL REPORT

PAGE | 107

ANNUAL FINANCIAL STATEMENTS

31. FINANCIAL INSTRUMENTS – RELATING TO ThE dISCONTINUEd OPERATION (IMARA SP REId PROPRIETARy LIMITEd) (continued)

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 instruments, based on the information disclosed in ISPR’s 2015 annual financial statements:

Level 1

Financial assets 2015Available-for-sale financial assets 6 511 082Listed trading securities held 2 539 200

Total financial assets 9 050 281

Financial liabilities

Listed trading securities sold short 64

32. 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.

33. wARRANTIES ANd INdEMNITIES GIVEN By ThE GROUP

In the Sale and Purchase Agreement relating to the sale of Imara SP Reid Proprietary Limited, Imara Asset Management South Africa Proprietary Limited and Imara Holdings Limited gave certain warranties and indemnities to the purchaser, MMI Strategic Investments Proprietary Limited.

34. EVENTS AFTER ThE REPORTING PERIOd

warranty Claim

On 10 June 2016, MMI Strategic Investments Proprietary Limited (MMI), delivered a letter to Imara Holdings Limited advising of a warranty claim of R1 338 480 (P989 166 equivalent), made under the previously mentioned Sale and Purchase Agreement.

Having assessed the contents of the letter, taking into account that the amount claimed is largely based on unsubstantiated information and having taken legal advice on the matter, the group is of the view that:

i. MMI has not complied with the Claim Notification process outlined in the Sale and Purchase Agreement; and

ii. the likelihood of any claim succeeding, based on the content of the letter, is remote.

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.

108 | PAGE108 | PAGE

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

for the year ended 30 april 2016

35. FOREIGN CURRENCy TRANSLATION RATES

2016 2015 2014 2013 2012

Pula: US Dollar 10.512 9.640 8.670 8.012 7.210Pula: British Sterling 15.370 14.826 14.582 12.424 11.723Pula: South African Rand 0.739 0.815 0.819 0.886 0.937Pula: Kenya Shilling 0.109 0.100 0.098 0.094 0.091Pula: Malawi Kwacha 0.0163 0.0217 0.022 0.019 0.046Pula: Mauritian Rupee 0.320 0.262 0.279 0.249 0.268Pula: Zambia Kwacha 0.00209 0.00192 0.00163 0.00150 0.00145Pula: Zambia Kwacha* 0.91373 0.77450 0.73334 0.67106 –South African Rand: US Dollar 14.224 11.822 10.587 9.042 7.692Reciprocal ratesUnited States Dollar: Pula 0.095 0.104 0.115 0.125 0.139United States Dollar: Rand 0.040 0.085 0.094 0.111 0.130British Sterling: Pula 0.065 0.067 0.069 0.080 0.085

South African Rand: Pula 1.353 1.226 1.221 1.129 1.067Kenya Shilling: Pula 9.205 9.985 10.187 10.649 10.994Malawi Kwacha: Pula 61.420 46.152 45.805 52.086 21.971Mauritian Rupee: Pula 3.120 3.814 3.590 4.019 3.730Zambia Kwacha: Pula 479.575 521.212 614.630 665.100 687.290Zambia Kwacha: Pula* 1.0940 1.29115 1.36363 1.14019 –* On 1 January 2013 the Zambia Kwacha was rebased by a multiple of 1 000.

The old currency translation rate for the Zambian Kwacha (pre-rebasing) is still quoted and is included in the table above for completeness of the five-year comparatives.

36. PRIOR PERIOd ERROR

Group 2015 Pula

Consolidated statement of financial positionEquityThis is a reclassification of equity attributable to a discontinued operation which was not separately shown on the face of the statement of financial position as required by IRFS 5, in the prior year. The impact on the effected lines were as follows:Non-distributable reserves (5 177 489)Equity associated with non-current assets held for sale 5 177 489

This had no net impact on the statement of financial position.

PAGE | 109

ANNUAL REPORT

PAGE | 109

SHAREHOLDER INFORMATION

ShAREhOLdERS’ INFORMATIONAS AT 30 APRIL 2016

ShAREhOLdER INFORMATION

TOP 20 ShAREhOLdERS

Rank Name (Company/surname, forenames) Country Total

shares held %

holding

1 SCB Mauritius (RE FWA Financial Limited) Mauritius 17 234 046 28.972 Stanbic Nominees Botswana (RE JusPoint Nominees) South Africa 4 109 025 6.913 Anglo African Investment Management Ltd United Kingdom 3 558 788 5.984 Fahris Limited Isle of Man 3 374 766 5.675 I.P.M Personal Pension Trustees Ltd United Kingdom 3 323 485 5.596 SCBN (Pty) Ltd (RE MAU 067/001) Mauritius 2 891 094 4.867 Stanbic Nominees (RE BNY10000252) Belgium 2 819 195 4.748 Elsingham Investments Limited Guernsey 2 330 498 3.929 Cannon Asset Management Ltd AS United Kingdom 2 070 000 3.4810 Burnett-Neil Ramsay South Africa 1 850 416 3.1111 Stanbic Nominees (RE BNY10000252) Belgium 1 619 992 2.7212 Findlay-James Anthony United Kingdom 1 318 930 2.2213 Ostrer-Neil Mark Botswana 1 174 300 1.9714 Tatiana Investments Limited United Kingdom 1 061 869 1.7815 Stock Market Investments Limited France 1 028 006 1.7316 Pan African Holdings Limited United Kingdom 945 276 1.5917 Aston Investments Limited United Kingdom 883 617 1.418 TFI Global, LP USA 855 071 1.4419 Senior-Jennifer Anne Australia 686 553 1.1520 J.A. Harmon Associates LLC USA 641 053 1.08

Total shares held by top 20 shareholders 53 775 980 90.39

Total shares in issue 59 494 301

LEGAL STATUS OF ShAREhOLdERS Local Foreign

Number of shareholders

total shares held

total shares held % holding

Companies – Botswana registered 7 19 569 0.03Companies – Foreign registered 38 51 396 486 86.39Individuals – Botswana residents – citizen 121 536 807 0.90Individuals – Botswana residents – non-citizen 78 205 990 0.35Individuals – Foreign resident – non-citizen 35 6 783 430 11.40Investment cos and trusts 3 8 468 0.01Nominees 2 282 017 0.47Stockbrokers 2 261 534 0.44

286 1 032 368 58 461 933 100.00

Overall total 286 59 494 301

ShAREhOLdER SPREAd

Shareholder spreadNumber of

shareholders Total shares

held % holdings

0 – 100 000 247 1 667 441 2.80100 001 – 250 000 11 1 664 351 2.80250 001 – 500 000 8 2 386 529 4.01500 001 – 750 000 2 1 327 606 2.23750 001 – 1 000 000 3 2 683 964 4.511 000 001 – 2 000 000 6 8 053 513 13.542 000 001 – 3 000 000 4 10 110 787 16.993 000 001 – 5 000 000 4 14 366 064 24.155 000 001 – 20 000 000 1 17 234 046 28.97

286 59 494 301 100.00

110 | PAGE110 | PAGE

ShAREhOLdERS’ INFORMATION (continued)

AS AT 30 APRIL 2016

GEOGRAPhIC SPREAd OF ShAREhOLdERS

CountryNumber of

shareholders Total

shares held %

holdings

Australia 4 1 413 291 2.38Belgium 2 4 439 187 7.46Botswana 217 2 223 628 3.74Switzerland 2 11 269 0.02Germany 1 5 000 0.01France 2 1 040 091 1.75Guernsey 2 2 512 712 4.22Isle Of Man 2 3 421 192 5.75India 1 1 311 0.00Malta 2 361 344 0.61Mauritius 4 20 313 740 34.14United Kingdom 14 14 226 712 23.91USA 11 2 309 954 3.88South Africa 10 6 622 488 11.13Zambia 1 34 188 0.06Zimbabwe 11 558 194 0.94

286 59 494 301 100.00

ShARE TRAdING STATISTICS

date

Price at end of month

Pula

Number of shares traded in that month

May 2015 2.75 104 392 June 2015 2.75 463 124 July 2015 2.74 242 550 August 2015 2.73 464 September 2015 2.69 7 115 692 October 2015 2.69 7 058 November 2015 2.69 4 892 December 2015 2.69 18 148 January 2016 – –February 2016 – –March 2016 2.69 9 754 April 2016 – –

Total shares traded 14 014 867

dIRECTORS, EMPLOyEES ANd PUBLIC ShAREhOLdER ANALySIS

Number ofshareholders

Number ofshares held

Percentageinterest

in IhL

As at 30 April and 31 July 2016Total number of shareholders and shares in issue 286 59 494 301 100.00Number of shareholders and shares held by director's of the parent and subsidiaries (13) (27 048 454) 45.46Number of shareholders and shares held by employees of the Group (1) (89 068) 0.15

Public shareholders – "Free float" 272 32 356 779 54.39

PAGE | 111

ANNUAL REPORT

PAGE | 111

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the fourteenth Annual General Meeting of members of the company will be held at the Masa Square Hotel, Masa Centre, Western Commercial Road, New Central Business District Gaborone, Botswana on 31 October 2016 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 2016, together with the Report of the Independent Auditors thereon.

2. ELECTION OF dIRECTORS

Ordinary resolution 2:

To elect Directors in place of those retiring in accordance with the provisions of the company’s Constitution.

2.1 Mr David Stone 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: David Eric StoneDate of birth: 3 May 1954Nationality: South AfricanResidential address: Plot 61710, Extension 15, Ostrich Close, Village,

Gaborone, BotswanaPrincipal work experience: Financial Services (27 years)

Chief Financial Officer–Imara Group since April 2006Original date of appointment to the Board: 27 July 2006

2.2 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 MatsauDate of birth: 27 September 1948Nationality: South AfricanResidential address: 163 Grosfam Avenue, Sandhurst, Extension 4,

Sandton, 2146, Johannesburg, South AfricaPrincipal work experience: Entrepreneur and director of companiesOriginal date of appointment to the Board: 1 December 2010

2.3 Mrs Ann Mackeurtan retires as a non-executive director in terms of Clause 20 of the Constitution. Being available and eligible, she offers herself for re-election.

Full names: Ann Carolyn Howard LanghamDate of birth: 31 December 1950Nationality: South AfricanResidential address: 37 Saxon Road, Hurlingham, 2196,

Johannesburg, South AfricaPrinciple work experience: StockbrokingOriginal date of appointment to the Board: 30 July 2003Executive director: 30 July 2003 – 12 June 2015

NOTICE OF AGM

112 | PAGE112 | PAGE

NOTICE OF ANNUAL GENERAL MEETING (continued)

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

Ordinary resolution 3:

To approve the remuneration of non-executive directors for the year ended 30 April 2016.

Non-executive directors’ remuneration for the year ended 30 April 2016 amounted to P1 442 841, (2015: P1 944 350), and is fully detailed in note 18 to the annual financial statements.

4. dIRECTORS’ REMUNERATION: ExECUTIVE

Ordinary resolution 4:

To approve the remuneration of executive directors for the year ended 30 April 2016.

Executive directors’ remuneration for the year ended 30 April 2016 amounted to P9 260 381, (2015: P12 388 383), and is detailed in note 18 to the annual financial statements.

5. AUdITOR’S REMUNERATION

Ordinary resolution 5:

To approve the remuneration of the Independent Auditors for the year ended 30 April 2016.

Auditors’ remuneration for the year ended 30 April 2016 amounted to P2 378 561, comprising fees of P2 306 475 for continuing operations (note 4) and P72 086 for discontinued operations (note 8).

Auditors’ remuneration for the year ended 30 April 2015 amounted to P3 601 445, comprising fees of P2 715 375 for continuing operations (note 4) and P886 070 for discontinued operations (note 8).

6. APPOINTMENT OF INdEPENdENT AUdITORS

Ordinary resolution 6:

To reappoint Independent Auditors for the ensuing year ending 30 April 2016.

Messrs Ernst & Young have indicated a willingness to continue as Independent Auditors to the company for the ensuing year.

7. OThER BUSINESS

To transact such other business as may be transacted at an Annual General Meeting.

VOTING ANd PROxIES

A member entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy or proxies to attend, speak and vote in his/her stead. The proxy need not be a member of the company.

The instrument appointing such a proxy must be deposited at the offices of the company not later than 48 hours before the start of the meeting.

By order of the Board

dE StoneCompany Secretary

20 September 2016

PAGE | 113

ANNUAL REPORT

PAGE | 113

FORM OF PROxy

FORM OF PROxy

For use at the fourteenth Annual General Meeting of members of the company to be held in at the Masa Square Hotel, Masa Centre, Western Commercial Road, New Central Business District Gaborone, Botswana on 31 October 2016 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 Masa Square Hotel, Masa Centre, Western Commercial Road, New Central Business District Gaborone, Botswana on 31 October 2016, 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

Ordinary Resolution 2.3

3. Ordinary Resolution 3

4. Ordinary Resolution 4

5. Ordinary Resolution 5

6. Ordinary Resolution 6

Signed at on 2016

Signature

Assisted by (if applicable)

114 | PAGE114 | 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, Gaborone,or 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.

PAGE | 115

ANNUAL REPORT

PAGE | 115

noteS

AnnUAL FInAnCIAL StAteMentS

116 | PAGE116 | PAGE

noteS

Imara Holdings LimitedUnit 6, Second Floor, Morojwa MewsPlot 74769, Western Commercial RoadNew CBD, GaboroneBotswana

www.imara.com

IMA

RA

Ho

ldin

gs Limite

d

20

16 AN

NU

AL R

ePoR

t