ENL LAND LTDDear Shareholder, The Board of Directors is pleased to present the Annual Report of ENL Land Ltd for the year ended 30 June 2017. This report was approved by the Board

ENL LAND LTD

Dear Shareholder,

The Board of Directors is pleased to present the Annual Report of ENL Land Ltd for the year ended 30 June 2017.

This report was approved by the Board of Directors on 28 September 2017.

On behalf of the Board of Directors, we invite you to join us at the Annual Meeting of the Company to be held:

Date: 12 December 2017

Time: 09:00 hours

Place: ENL House, Vivéa Business Park, Moka

Sincerely,

Jean Noel Humbert Hector Espitalier-NoëlChairman CEO

About this report

We have set out on the Integrated Reporting journey and this report is inspired from the framework

established by the International Integrated Reporting Council (IIRC).

It underpins our commitment to sustainable and long-term value creation.

This report is also available online on http://www.enl.mu/annualreport/enl-land/2017/

contents02H I G H L I G H T S

02 Key highlights04 Group06 Value creation model

08B U S I N E S S R E V I E W

10 CEO’s review16 Land & investments19 Agro-industry22 Property26 Commerce & industry28 Hospitality30 Logistics32 FinTech34 Risk management52 Human capital 58 Social, relationship and

natural capital

62G O V E R N A N C E

64 Leaders 70 Corporate governance report 97 Board of directors’ statements 103 Company secretary’s certificate

104F I N A N C I A L R E V I E W

107 Independent auditors’ report 115 Statements of financial position 116 Statements of profit or loss and other

comprehensive income 117 Statements of changes in equity 120 Statements of cash flows 121 Notes to the financial statements

212A D D I T I O N A L I N F O R M A T I O N

214 List of directors220 Corporate information 221 Notice of meeting 223 Proxy form 225 Electronic communication form

key highlights

Rs 1.5 bn(2016: Rs 1.1 bn)

Cash generated from operations

(2016: 26.3%)27.5%Gearing

Rs 1.4 bn (Proforma 2016: Rs 1.1 bn)

Profit after taxation

Rs 27 bn (2016: Rs 26 bn)

Equity holders’ interests

About ENL LandListed on the Stock Exchange of Mauritius, ENL Land is one of the largest listed Mauritian companies (SEM-10). ENL Land has significant operational activities in property, hospitality, agro-industry, logistics and fintech.

Its main subsidiaries are Rogers, ENL Property and ENL Agri. It also holds sizeable stakes in some of the major groups in Mauritius such as Eclosia and New Mauritius Hotels.

For greater insight on ENL Land, we invite you to visit our online investor corner on http://www.enl.mu/investors/enl-land/

About the performanceENL Land’s ordinary and preference shares are publicly traded on the first market of the Stock Exchange of Mauritius. The Company’s market capitalisation amounted to Rs 14bn on 30 June 2017.

The Group recorded profit after taxation of Rs 1.4bn, up 31% on last year. Group profit attributable to the shareholders reached Rs 832m. This translated into an earnings per share of Rs 2.81 and yielded a price-earnings ratio of 16.76x based on the year-end ordinary share price. The ordinary share price increased by 17% to reach Rs 47.15 at 30 June 2017, compared with the beginning of the year.

A dividend of Rs 1.18 was paid per ordinary share, representing a dividend yield of 2.5% based on the year-end share price. The dividend paid coupled with the higher share price yielded a total shareholder return of 20% over the financial year under review. During the year, 3.18% of the ordinary shares were traded on the stock market, excluding those owned by the ENL Group.

The preference shares generated a total shareholder return of 33% over the year, given their fixed 7% interest rate per annum and an increase in the market share price from Rs 39.60 to Rs 49.95 at year end. During the year, 4.44% of the preference shares were traded on the stock market.

2013

2014

2015

2016

2017 2.81

1.31

2.21

3.18

6.67

Earnings per share (Rs)

2013

2014

2015

2016

2017 90.06

86.44

86.68

86.75

69.65

NAV per share (Rs)

1.18

1.32

1.32

1.25

1.22

Dividend per share (Rs)

2013

2014

2015

2016

2017

2013

2014

2015

2016

2017 47.15

40.25

45.50

49.00

46.00

Market price per share (Rs)

Ordinary shares

3ENL Land Ltd | Annual Report 2017

group

seg

men

tske

y b

ran

ds

sect

ors

key

inve

stm

ents

• land owner • venture capital • business incubator

land &investments

• development • fund • management• services

Pantone 1585c

Pantone 295c

C 0 M 0 Y 0 K 40

propertyagro-industry

• cane growing• farming• food crop• landscaping

commerce & industry

• construction

fintech

• corporate services• technology services• financial services

• logistics solutions

logistics

• hotels • travel • leisure

hospitality


business model for creating value, sustainably

The resources we use The activities that help us create value

We are actively engaged in most sectors of the national economy

The enablers that support the value creation process

We have chosen specific enablers to support us in our journey towards Vision 2020

Land & investmentsWe are the owners of 23,000 arpents of land that we manage to maximise its return

Agro-industry We grow, transform and trade in farm produce

Property We build and manage homes, offices, shopping malls

Hospitality We run hotels and sell premium holiday experiences to the world

Logistics We connect Mauritius to other countries by air, sea and land

FinTech We deliver sophisticated services in the fintech industry

Client centricity

Operational efficiency

Innovation

Management commitment

Financial • Debt• Equity• Reinvestment

Manufactured• Buildings• Machineries and

equipment

Human• Leadership team• Employees

Social & relationship • Business partners • Customer relationship

Intellectual• Licenses, softwares• Know-how• Systems

Natural• Land• Energy

The value we create for our stakeholders

Financial• We endeavour to deliver enhanced profitability, generate cash sustainably and contain

indebtedness to finance our growth • We strive to generate competitive returns for our shareholders

Manufactured• We engage in carefully selected and efficiently managed investments and operations• We offer quality products and services tailored to the needs of our customers • We nurture the relationship with our customers• We put operational efficiency at the heart of our preoccupations

Human• We actively promote the ENL culture and values in order to enhance employee engagement• We invest in the continuous improvement of competencies, development of skills and

promote personal growth of our employees• We align the employees’ goals with those of the business

Social and relationship• We support community development, protection of the environment and promotion of arts,

culture and sports

Intellectual• We develop and use innovative technologies to create new products and services• We develop strong systems supporting our operations• We nurture our brands, both in-house and represented

Natural• We endeavour to develop our land asset base in an eco-friendly manner• We conduct our agricultural activities sustainably in accordance with responsible practices• We produce renewable energy


busi

ness

revi

ew

We are pleased with this year’s performance which marks the first full year following the amalgamation with ENL Investment. We made significant investments and launched ‘Moka Smart City’ and we are confident that these investments will generate significant returns in the coming years.

ceo’s review

BUSINESS REVIEW | CEO’S REVIEW

Dear Shareholder,

2017 has been yet another year of bold decisions and dynamic entrepreneurship, a year during which we cleared new milestones in our strategy to leverage our significant land assets to bring in healthy, cash-generating businesses. Some of our most telling initiatives include the launch of the Moka Smart City, the increase of our equity stake in New Mauritius Hotels (NMH) and the official launch of our operations in the technology-empowered financial services sector. And all along, we have stayed on course in terms of performance. Our operating results are on the increase:

• Turnover increased by 2% to Rs 10.7bn;

• At Rs 1bn, operating profit was at par with that of last year;

• Profit after tax (PAT) increased by 31% to reach Rs 1.4bn, and so despite a 72% decrease in the share of profits from associated companies due to losses suffered by NMH following significant negative adjustments in its annual accounts at 30 September 2016;

• Cash generated from operations went up from Rs 1.1bn to Rs 1.5bn, most of which was ploughed back to sustain and expand our businesses.

The enhanced PAT is attributable to:

• a Rs 518m increase in fair value gains compared with last year, resulting from an increase in the value of our retail assets and of our land assets in Moka; and

• a Rs 68m profit on the sale of land and investments compared with a loss of Rs 56m last year; this contributed to an additional profit of Rs 124m compared with last year.

From Rs 1,065m to Rs 1,397m pro�t

1,065124 (28)

518 (39) (25) (217)

1,397

FY

16

Pro

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on

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Fin

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tax

Op

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Fair

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Aq

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rela

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Ass

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tes'

sh

are

of

pro

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FY

17

Rs 10.7 bnturnover(2016: Rs 10.5 bn)

Rs 1 bnoperating profit(2016: Rs 1 bn)

Rs 1.4 bnprofit after tax(2016: Rs 1.1 bn)



These results reflect a full year’s operations following the amalgamation of ENL Land and ENL Investment compared with only five months in 2016. We have included pro-forma results for a full year at 30 June 2016 for ease of understanding and the comments are in comparison with these pro-forma results.

This performance favourably impacted shareholder value:

• Profit attributable to the shareholders reached Rs 832m.

• Earnings per share reached Rs 2.81, yielding a price-earnings ratio of 16.76x based on the year-end share price.

• The ordinary share price increased by 17% to reach Rs 47.15 at 30 June 2017, compared with the beginning of the year.

• Dividend paid settled at Rs 1.18 per ordinary share, thus accounting for a yield of 2.5% based on the year-end share price.

The dividend paid coupled with the higher share price yielded a total shareholder return of 20% over the financial year under review. The preference shares generated a total shareholder return of 33% over the year, given their fixed 7% interest rate per annum and an increase in the market share price from Rs 39.60 to Rs 49.95 at year end.

Financial capitalTotal Group assets grew by 6% to reach Rs 58bn resulting from investments made, gains in fair value of our investment properties and the revaluation of our land and buildings, as set out in our triennial revaluation policy. Group net asset value per share increased by 4% to reach Rs 90.06.

Our main investments were as follows:

• Hospitality: During the financial year, the Group further increased its stake in NMH, thereby triggering a mandatory offer. As a result, we acquired an additional 5.27% stake in the hotel group for Rs 536m and brought our total shareholding to 35.29%.

The said NMH transactions were variously commented in the press and the Financial Services Commission has initiated an investigation. The Board reiterates that it has complied with all applicable rules and legislation when it transacted in NMH shares in 2016 and 2017.

We recommend that our shareholders continue to exercise caution when interpreting communications that do not emanate directly from our Company and/or the regulators.


12 ENL Land Ltd | Annual Report 2017


20172016 20172016

26.3%27.5%

12.6

14.2

Gearing

Net indebtedness (Rs'bn)Gearing (%)

Manufactured capital The customer is constantly at the centre of our strategy for sustainable growth. We aim to provide a value for money proposition and a total quality experience to our customers. In this respect, we have invested significantly in improving our understanding of the markets we operate in by gathering consumer insights and uncovering upcoming market trends. Based on this knowledge, we have crafted robust marketing strategies and plans for each of our subsidiaries. The ultimate aim is to nurture customers’ loyalty over time.

In addition to the investment in NMH, we further strengthened our stakes in the hospitality sector by acquiring a new hotel, Le Tamarin, during the year. We also renovated the Heritage Resorts hotels in Bel Ombre as well as Le Veranda Paul et Virginie. These outlays put us in a better position to benefit fully from the upturn in the tourism industry.

• Property: Ascencia completed the renovation of the Phoenix Mall and pursued with the construction of So’flo which is set to open in November 2017.

The investments made during the year were mainly financed by debt. As a result, net indebtedness increased by Rs 1.6bn to reach Rs 14bn. Nevertheless, we have been able to keep our gearing at a reasonable level of 27.5% (2016: 26.3 %). We have also kept a tight rein on finance costs, notably by renegotiating terms with our banking partners. The Group’s pace of development relies on the readiness of the market to embrace our new products and services and we constantly monitor our indebtedness based on market conditions.

The year under review has also seen us continue to improve our ‘soft’ assets.


Human capitalOperational efficiency, customer experience and our capacity to innovate depend on the level of engagement of our teams towards our organisation and its objectives. Our workforce is made up of 5,940 persons. We monitor their performance through a rigorous process of objective setting followed upon during the year and appraised at year-end. We also measure the engagement levels of our employees through group-wide surveys. Further improvement of our score in this field remains a priority and training is an important lever to achieve this objective. This year, we invested Rs 32m to enhance the competencies of our employees, focusing on leadership and talent development as well as on sharpening their technical competencies. Learn more about how we create value from our Human Capital on pages 52 to 57.

Intellectual capital Our take on innovation is to question our business models and to adapt them to market realities. Our businesses are exploring ways to incorporate digital communication technologies and big data to improve their service offerings.

This is particularly true in the FinTech segment which typically harnesses the power of technology to make financial and corporate services more agile, efficient and trustworthy. New innovative product offerings will be introduced on the local market before the end of 2017, coupling world-class financial expertise with cutting-edge technology to provide sophisticated business solutions tailored to customers’ needs.

Ascencia is also experimenting the use of big data to improve the shopping experience inside its malls. Last year it launched FATTI at Bagatelle and Phoenix. This web application collects data about shoppers visiting the malls thanks to free wifi coverage. Marketers then use this data to draw valuable insights which are shared with tenants to enable them to better serve the end customer.

The travel sector is transforming itself in order to adapt to the digital world. Rogers Travel is at the helm of this evolution, partnering with third parties to operate an online tour operating service. This service will be launched under the Islandian brand name during the second half of 2017. Likewise, ENL Property is embracing digital marketing and has created ‘Live in Mauritius’, an online platform positioned as a one-stop-shop for all residential properties developed and marketed by the Group.

Social, relationship and natural capital

We are now integrating the concept of sustainability into our strategy and business models at the level of Hospitality, Agro-industry and Property. We have enlisted the support of specialists in order to assist us in managing the economic, environmental and social impacts of all our business decisions.

The ENL Group to which we belong is a keen supporter and an active participant in sustainable nation building through initiatives to support local communities, protect the environment and to promote arts, culture and sports. Two dedicated instruments deliver the Group’s strategy in terms of corporate social responsibility: ENL Foundation which intervenes at the local community level, and Rogers Foundation which is currently focusing on the protection of the marine and coastal ecosystem in Bel Ombre. (read more on pages 58 to 61)

Let us now take a closer look at our segmental performance on pages 16 to 33.



Outlook

Over the years, we have grown into a natural leader on the Property and Hospitality markets and as Mauritius becomes increasingly attractive as a premium destination to live, work and play, we look forward to forge ahead with confidence, creativity and enthusiasm.

Our Logistics activities occupy a foremost position in the industry as does our Commerce & industry arm. We intend to carry on developing these sectors with continued vigour. Agro-industry will remain a key contributor to our performance going forward, although our sugar operations will be challenged by prevailing market conditions. The coming years will see us expanding our FinTech activities where we believe there is significant potential for growth.

Over the coming three years, growth within our Group will follow Vision 2020, our 3-Year Strategic Plan. This plan is the result of teamwork under the guidance of EY France: preparing this plan has been a participative, unifying exercise for our teams. We have chosen our destination together and have a common mind-set and language.

I am confident that Vision 2020 will enable the Group to reach new levels of excellence. We have chosen, for each served market, appropriate levers as guidance on the journey. We have developed tools to monitor our progress towards the Group’s objective of transforming its asset base to capture growth and generate cash sustainably.


Our motto underscoring the strategic plan will be:

• to be more efficient in the use of our asset base

• to engage in carefully selected and efficiently managed investments and operations, in Mauritius and abroad

• to put operational efficiency at the heart of our preoccupations

• to endeavour to generate cash sustainably to finance our growth, and

• to privilege initiatives capable of generating sustainable value creation

This has been an eventful year during which we have cleared many milestones and paved the way for the renewed growth of our Group. I thank my fellow directors and the ENL Land team for their diligence and hard work. And thank you, dear shareholder, for your continued trust and support.

Hector Espitalier-NoëlCEO


BUSINESS REVIEW | LAND & INVESTMENTS

We are the owner of 23,000 arpents of land that we manage to maximise its return The land & investments segment is the owner of 23,000 arpents of land belonging to the Group in Moka, Savannah, and Bel Ombre-Case Noyale. It is the backbone of the Group, fuelling and supporting its growth over time. The significant land asset base is managed strategically by:

• Renting land mainly to ENL Agri and its subsidiaries for agriculture and farming

• Selling small portions of non-strategic land and other investments to generate short term cash

• Converting agricultural land with high development potential to other more remunerating purposes

• Leveraging land assets to raise finance for investment into other segments

In this way, we use our land base to create strong cash generating assets and operations. These are in turn leveraged to attract additional resources to fuel growth in new sectors. Thus, is created a virtuous cycle which feeds upon itself to generate exponential growth.

Segment’s revenue went up by 85% from Rs 46m to Rs 86m, with loss after tax being reduced from Rs 306m last year to Rs 73m. This is mainly attributable to the purchase of NMH shares which gave rise to a profit of Rs 124m on consolidation, as well as higher profits on sale of land and investments this year.

We are now seeding the next generation of growth drivers for our Group. Together with ENL Limited, we have pledged Rs 760m to entrepreneurship in sectors where we are not traditionally present. We have activated two main levers, namely, start-up incubation with Turbine, and corporate venturing with Compass, to pursue innovation, a key to sustainability. We aim at co-developing the innovation ecosystem by educating aspiring entrepreneurs about the benefits of venture capital financing and business incubation.

Compass is a venture capital firm supporting entrepreneurial talent in the Indian Ocean. The corporate venture fund brings strong industry, strategic and financial support to start ups in order to catalyse their growth. Compass invests in education, energy, health and tech start-ups venturing in Smart city sectors.

Rs 73 mloss after tax(2016: Rs 306 m)

Rs 86 mturnover(2016: Rs 46 m)


Two investments have been made to date, namely in Reuniwatt, a company specialising in solar forecasting and climatic information systems and ICT.io, an online publisher of technology industry news in the Indian Ocean region.

The team is constantly on the lookout for innovative companies which will contribute to expose the Group to new industries, whether adjacent or outside its core markets. To this effect, Compass assists the ENL subsidiaries to innovate within their business models or strategies by exploring and monitoring new technologies, geographies, partnerships, products and services.

An innovation hub in Moka

Compass is positioned to co-fund the most innovative initiatives in Moka contributing to the emergence of a smarter city. The fund’s focus sectors are aligned with the future development of Moka Smart City.

Incubators and co-working spaces are emerging in Mauritius, along with the willingness to network and connect. Turbine is a government-accredited incubator which aims to be a reference in the field in the Indian Ocean region. In October 2016, we launched the Turbine co-working space in Vivéa Business Park. Turbine offers a physical place in Moka where entrepreneurs can meet and start-ups can get weekly support over an incubation period of 18 months. Turbine also contributes to the dynamism of Moka Smart City.

The Mauritian government has demonstrated a willingness to support innovation and Research & Development, and has taken actions to promote the development of incubators in Mauritius with the launch of the National SME Incubation Scheme. Turbine worked closely with the Mauritius Research Council to promote the Mauritian incubator scheme in Mauritius.

BUSINESS REVIEW | LAND & INVESTMENTS

Turbine in 2017


We grow, transform and trade in farm produce We are engaged in farming on some 15,000 arpents of land in Moka, Savannah and Bel Ombre, growing sugar cane as well as a diversified portfolio of products and services. We are also a key player in the agro-industrial sector through our 39% shareholding in the Eclosia Group.

Turnover increased from Rs 848m in 2016 to Rs 926m this year while profit after tax went down from Rs 297m to Rs 153m. The drop in profits is attributable to a fall in the value of standing canes following the anticipated drop in sugar price for crop 2017 and to a decrease in contribution to profits by Eclosia from Rs 287m last year to Rs 199m.

We had a better crop this year, with improved crop and sugar yields in both Moka and Savannah. Sugar prices were also superior to last year’s:

• Sugar accruing to ENL Agri amounted to 26,696 tonnes compared to 23,335 tonnes, and

• Sugar prices stood at Rs 15,572 per tonne compared to Rs 15,540 last year.

An efficient use of resources together with improvements in the irrigation networks, further helped to enhance performance. However, the anticipated drop in sugar price for crop 2017 resulted in a negative impact of Rs 40m on the valuation of standing cane at year end, bearing on the results.

Given the recurring losses incurred by the cane cultivation in Bel Ombre and Case Noyale, we are implementing a plan to transform the business and to turn it around as a result. Our focus will be on increasing the food crop base, expanding livestock and implementing drastic cost cutting initiatives.

BUSINESS REVIEW | AGRO-INDUSTRY

Rs 153 mprofit after tax(2016: Rs 297 m)



The diversification of agricultural activities remains a keystone of our strategy to complement revenue from sugar cane. Landscaping, nursery, food crop, farming, agro supplies and syndic services have all yielded positive results this year. This stems from:

• an increase in our poultry production capacity with the construction of an additional building of 1,100m2 in Savannah,

• the expansion of the food crop product range under the Field Good brand and production of 940 tonnes of potatoes,

• the growth of the landscaping maintenance business,

• a steady progression in existing agro supplies product lines and the trade in small agricultural equipment & horticultural containers, as well as

• Sygeco’s pursuit of a growth strategy aimed at establishing itself as a reference in the syndic services market

Outlook

The efficiency level of the cane operations in the regions of Moka and Savannah has improved significantly at the term of the 2015-2017 strategic plan. We intend to maintain this position through our continuous improvement of agricultural practices. Investments in land de-rocking enabled us to further mechanise our operations. Today, 61% of cane harvesting is done mechanically, and the field mechanisation program is expected to be completed by 2020.

Sugar prices are currently at the low-end of the commodity price cycle. The Mauritius Sugar Syndicate is implementing a well thought-out strategy to improve producers’ revenues which includes seeking new niches for our sugar and diversifying away from the now liberalised European market. Furthermore, the industry is relentlessly seeking alternative sources of revenue from sugar cane by-products.

Additional value creation in the agro-industry cluster will come from non-cane operations. We expect to develop new and complementary activities geared towards the tourism and real estate markets in Mauritius, capturing growth opportunities on these markets which are promised to an upturn.

BUSINESS REVIEW | AGRO-INDUSTRY


BUSINESS REVIEW | PROPERTY

We build and manage homes,offices and shopping malls We build and manage homes, offices, and shopping malls, leading the real estate market with an integrated offer. We are passionate about creating sustainable neighbourhoods that are enabling and open to all. We have built a reputable brand on the real estate market which comforts us in our ability to differentiate our offer in a market that is becoming more competitive.

Segment profit reached Rs 1.2bn in 2017, up from Rs 799m last year. The better results mainly come from the increase in fair value gains of our retail assets following the five year renewal of tenants’ leases at Bagatelle, the renovation of Phoenix Mall and the revaluation of our ready-to-develop land assets in Moka.

Moka City. The Moka Smart City was officially launched in April 2017, spurring an increased demand for land, built up units and partnerships with ENL which has exceeded our expectations. Moka City ambitions to become an attractive city to live, work and play in; a city that positions Mauritius as an international platform for businesses and investments.

The first phase of the smart city is being initially developed on some 464 arpents. We expect the development to be certified as a Smart City by November 2017; the Government has already granted us a Letter of Intent to this end. In the meantime, we have completed the administrative processes necessary to facilitate the creation of the Moka Smart City by amalgamating our different legal entities that have been driving the development of Moka.

The founding principles upon which Moka City is being built are: optimal use of resources, improvement of residents’ quality of life, active engagement with existing communities and creation of real economic opportunities.

We plan to undertake significant infrastructure works to unlock the value of our land bank in Moka and execute our land sales and development program that will enable us to generate cash and attract business partners. We are seeking an international green accreditation to raise development standards in the city to be. We are also collaborating with Belle Verte, a local organisation, to set up a solid waste sorting, recycling and treatment facility for Moka.

Rs 1.2 bnprofit after tax(2016: Rs 799 m)



We have created ENvolt for the production of electricity powered by solar energy. This will initially see the setting up of roof top photovoltaic farms on our shopping malls and offices.

Offices. Our existing 15,500m2 portfolio is fully let out and has generated Rs 110m in terms of revenue for 2017 compared to Rs 94m in 2016. The office market is currently on a growth trend and we are taking this opportunity to increase our rental offer by building The Pod. Construction works for this new 4,800m2 building at Vivéa Business Park have started and we expect it to be on the rental market as from August 2018. At Telfair, Moka City’s central business district, the construction of a 4,700m2 building for PwC’s headquarters in Mauritius has started and is expected to be completed by August 2018. We are presently seeking a green building accreditation for both the PwC headquarters and ENL House.

We expect to maintain our development pace in the coming years on the back of strong demand, with the construction of new buildings at Telfair, Bagatelle and Vivéa business parks. This coming year, we intend to set up an office fund which will own all our office buildings. This should enable us to better focus our approach and to strengthen our capacity to support future developments.

Local residential. The market continues to be driven by a strong demand for plots of land and we are witnessing promising market conditions for built-up units in the Moka region. This year, we reached the following milestones:

• The second phase of Courchamps, a residential land development comprising 40 plots, was sold out shortly after being proposed to the market. We are launching its next phases shortly.

• Les Promenades d’Helvétia, our first residential project of 70 apartments and duplexes to be built under the Smart City Scheme was launched in April 2017 and almost all the units have been pre-sold. The next phases will be launched shortly, and will also include residential land plots.

We are busy working on a master plan to launch new phases in Les Vergers de Gros Bois.

Residential resort. Mauritius, as a destination for property investments, is affected by global competition. Locally, we are facing competition from the wider range of products now available to foreigners. As a response to the challenging market conditions, we have consolidated our marketing team and together with the Sotheby’s worldwide network, we are launching numerous initiatives to deliver our ambitious development plans.

We are reviewing our real estate concept for Bel Ombre with a view to improve the estate’s offering. We are also focusing on the design, development and value engineering of our existing products. We have stepped out of the Mauritian territory and are currently managing the residential development of Beachcomber at Royal Palm Marrakech.

We have decided to exit from the management and development of Saint Antoine Private Residence in order to focus our energy on the development of existing projects. Our partner, Red4, is finalising a partnership with another local operator to develop and manage the project. We will nonetheless remain a key sales and marketing partner on the project through Mauritius Sotheby’s International Realty.



Retail. Our property portfolio includes a 68% equity investment in Ascencia, the largest property fund listed on the Stock Exchange of Mauritius. The company delivered a strong financial and operational performance with average rentals going up by 8% and vacancies down to achieve an all-time low of 1.75%. The renovated Phoenix Mall met with great success following its reopening in November 2016. During 2017, Ascencia sold some of its non-core assets in order to reinvest the funds in new projects. The debt of Ascencia was restructured during the year to free up cash to fund future projects and improve the company’s dividend pay-out.

The opening of So’flo Boutique Mall in November 2017 in Floreal will add 7,400m2 of rental space to the Ascencia portfolio. The upcoming year will see us investing into a 4,000m2 extension to Bagatelle Mall and the construction of a new 10,000m2 mall in the south of the island.

Outlook

Our ambition is to maintain our leadership on the real estate market in Mauritius in an increasingly competitive environment by continuing to upgrade our offers and propose innovative products. Growth will be mainly driven by Ascencia, Moka Smart City and Bel Ombre. We have revisited our organisational structure accordingly, ensuring that we have clearly defined and specialised teams.

Offices

Retail

10,698

10,082

9,148

1,2321,127

1,058

Assets under management (Rs m)

2017 2016 2015

Offices

Retail

1,096

1,044

952

11094

76

Income from assets under management (Rs m)

2017 2016 2015



PHOTO COGIR

The commerce and industry segment of our businesses comprises Cogir, a grade A construction company. The market conditions in the construction industry continued to be difficult during the year. We registered a drop in turnover from Rs 797m to Rs 574m, attributable to fewer contracts secured and delays in the start of planned projects. Losses amounted to Rs 27m for the year.

We injected additional equity to the tune of Rs 60m into Cogir to support the company. The improving market conditions coupled with our internal focus on operational efficiency through lean management and customer satisfaction, should enhance the company’s ability to perform better going forward.

BUSINESS REVIEW | COMMERCE & INDUSTRY


Rs 27 mloss after tax(2016: Rs 18 m)


BUSINESS REVIEW | HOSPITALITY

We run hotels and sell premium holiday experiences to the worldThe hospitality segment offers an integrated holiday service that includes hotels, travel and leisure. We are a major player in the tourism industry accounting for more than 20% of total rooms available in Mauritius. Through VLH, we own and operate the Veranda and Heritage brands of hotels. We are also a 35.29% shareholder in NMH, the island’s leading hotel group.

At Rs 2.7bn, the segment’s revenue was comparable to that of last year. However, we recorded a loss of Rs 36m compared to a profit of Rs 84m the previous year. This was due mainly to the losses incurred by NMH (Rs 228m compared to Rs 89m last year) following significant negative adjustments in its annual accounts at 30 September 2016.

The travel sector performed similarly to last year and guest night spending improved by 3%, driven by an increase in room rates by the Heritage Resorts hotels. However, occupancy rates fell by 2 percentage points to 80%, and the unfavourable EUR and GBP exchange rates negatively impacted the results of the sector.

Significant renovations were undertaken between May and September 2017 at Domaine de Bel Ombre that included major beach erosion containment works, renovation of Heritage Resort hotels and Le Chateau de Bel Ombre. The Veranda Paul & Virginie was also renovated at the same time.

With regards to the travel sector, the corporate travel expertise was strengthened following substantial investment in technology and human capital.

Outlook

A strategy of organic growth and acquisitions is pursued in this market which should generate strong growth in the years to come. We acquired ENL Lifestyle from ENL Limited on 01 July 2017 in order to complement and strengthen our hospitality service offering. We are rebranding this portfolio of activities as Island Living and are expanding its sphere of influence by bringing under its purview all our operations in the leisure services sector (Voila Hotels, Ocean Basket, Savinia Bistrot, Moka’z, Le Chamarel Restaurant, the Seven Coloured Earth and Frederica Nature Reserve.)

Our operations in the travel sector are embracing digital transformation. We are launching a new concept under the “Islandian” brand name with a view to improve our performance by taking our tour operating business online.

As far as our hotel operations are concerned, we are confident that the NMH management is steering the company back on a path of sustainable growth. VLH is investing in its products to reap the benefits from the improving demand that will be fully reflected in financial year 2019. We believe the refurbished hotels will enhance customer experience and will impact positively on results. Works on a second 18-hole championship golf course in Bel Ombre are planned to start in 2018.Rs 2.7 bn

turnover(2016: Rs 2.7 bn)

Rs 36 mloss after tax(2016: Rs 84 m profit after tax)


We connect Mauritius to othercountries by air, sea and landWe operate an integrated logistics platform through Velogic, offering freight forwarding, customs clearing, domestic transport, warehousing, shipping, container handling, courier services and sugar packaging. This year, turnover grew by 12% to reach Rs 3.5bn whilst profit after tax progressed from Rs 84m to Rs 87m.

The segment performed slightly better than last year despite the difficult market conditions that have affected freight forwarding activities worldwide. Our operations in Reunion, Madagascar, India and Kenya were the main contributors to the good performance through customer retention and continuous growth in their activities.

Port services in Mauritius posted an increased profitability mainly due to an improved performance of the transport business as well as the discontinuation of certain loss-making activities. In Kenya, the transport activity performed better and a full year’s profit was recognised in respect of the business we acquired during the course of last year.

The improved profitability of the freight forwarding activities is attributable to:

• better results and full year consolidation of the newly acquired Kenyan activities,

• a turnaround of the Mozambique operations following a restructuring exercise, and

• business growth in Madagascar, India and Reunion.

However, in Mauritius, results were affected by a decline in textile exports following reduced sourcing from some major buyers and the delocalisation of local manufacturers to countries with lower production costs.

Globally, the sluggish economic growth in the Eurozone had a negative impact on the recovery of the French operations whilst the uncertainties surrounding Brexit resulted in a significant depreciation of the GBP against MUR, impacting negatively the sugar packaging activities.

On the shipping side, the bulk chartering investment struggled with shrinking margins due to the continuous increase in charter costs, given the unpredictability in world trade.

Outlook

The logistics segment is expected to perform better next year as growth is maintained mainly in Madagascar, India and Reunion.

BUSINESS REVIEW | LOGISTICS




33

Outlook

While the 2018 financial year will remain a year of capability building and enhanced market penetration, our FinTech served market will initiate a series of disruptive offerings that will fuel growth in the years to come.

The growth will be pursued organically and through acquisitions. Rogers Capital ambitions to maintain a leadership position in its traditional technology core business whilst new offerings around consumer credit and electronic payment are expected to become major drivers of profitability in the coming years. We will also continue to improve our service offering in the corporate services segment whilst pursuing an international diversification strategy.

We deliver sophisticated services in the fintech industryThe FinTech platform operating under the Rogers Capital brand provides corporate, technology and financial services to an international clientele. It delivers our ambition to combine world class financial expertise with leading edge technology to provide sophisticated solutions to corporates and individuals.

The segment recorded a revenue growth of 6% to reach Rs 665m. However, profit after tax decreased from Rs 124m last year to Rs 84m this year. The drop in profitability was due to:

• costs incurred to set up the new service offerings around consumer credit and electronic payment,

• reduced demand on the domestic market and the termination of the management contract with AXA Customer Services in the technology business

The associates contributed Rs 85m to the results, with the SWAN Group accounting for Rs 89m.

This year, FinTech was focused on consolidating acquired capabilities, developing additional value added services and diversifying the geographical sources of revenue. Under corporate services, new value added services were launched together with the opening of new overseas desks in South Africa, France and India. The financial services geared up by hiring new skilled employees and is planning to introduce new offerings on the local market before the end of 2017.

BUSINESS REVIEW | FINTECH




Managing risk in delivering our strategy

“The commitment of the Group towards strengthening the risk culture, continuously improving the risk management framework and capabilities demonstrates the importance and value-added of effective management of risks for the sustainability of our business activities.”

Mushtaq Oosman, Chairman of ARMC

Managing risks and strengthening our risk culture1How did our principal risks evolve from last year?2Governance structure and framework to manage risks3Our risk profile Upside and downside risks 4

BUSINESS REVIEW | RISK MANAGEMENT


1. Managing risks and strengthening our risk culture

The success of any business rests on effective strategic planning and execution as well as proper management of risks and uncertainties. ENL Land (referred to as the ‘Group’) cruises on 7 served markets ranging from the traditional sugar-based activity to more innovative services e.g. Fintech and thus, the diversification of its activities entails in spreading of business risks in different industries thereby providing cushion against sectorial downside risks.

The principal risks faced by ENL Land as compared to last financial year 30 June 2016 have evolved and further details are outlined in sub-section 2 of the risk management section. Though the economic environment remains challenging and the market is characterised by fierce competition, ENL Land focuses on remaining agile in its operational execution to sustain attractive value propositions to customers and hence, profitability.

Taking risk management beyond compliance

Effective and sustainable risk management rests on a well-entrenched ‘Risk culture’. The Group’s philosophy and importance given to risk management together with the various initiatives undertaken over the years demonstrates the drive of the Board and Senior Management in taking risk management beyond compliance. A strong ‘Risk culture’ together with the right tone at the top from ENL Land’s Senior Management contribute in ensuring that business units perform effectively and sustainably thus, preserving and creating value for stakeholders.

Keep us out of trouble Make our business better

Manage risks to preserve value Create value

Balanced approach to risk and performanceSource: adapted from Ernst & Young - ‘Building an enterprise approach to risk and performance

The Group seeks to continuously improve processes underpinning effective risk management be it in terms of initiatives and/or measures to strengthen risk awareness culture and risk ownership across entities of the Group.



01Managing risks and strengthening our risk culture


Sharinginsightson risk

Workshopsand exchange

sessions Risk reporting

& oversight

To the ARMC members, C-suite team and Management of the Group on (i) Top Business Risks 2017 as per Allianz Risk Barometer and (ii) ‘Guide to Cyber risk’ published by Allianz.

Introducing an in-house newsletter referred to as ‘Insightful feed’ intended to share trends, global news and issues related to risk, opportunities and assurance.

Facilitating ‘risk awareness’ and ‘1-to-1’ sessions with the Management teams of the BUs as a refresher to sustain importance of effective management of risks.

Conducting ‘Fraud and corruption awareness’ workshop with the Leadership team and ARMC members facilitated by ‘ENSafrica (Mauritius) law �rm’.

Conducting mini-workshop via our in-house ‘Learning bytes’ forum on IT security with the Leadership team of the Group’s entities.

Introducing a ‘Risk Management Dashboard’ for Senior Management and ARMC members of the Group highlighting the Top 10 key residual business risks, risk trends and potential upsides of BUs.

Linking of risks to business objectives in the Group’s enterprise risk management framework to ensure risks and strategy are aligned.

Periodic review of ‘risk management registers’ of the Group’s BUs with the support of the GRC function at the group.

“Risk management remains an important management tool that allows our teams to gauge and focus on the ‘risks that matter’ for the business in line with the strategic enablers and objectives of delivering long-term value for our shareholders.”

Hector Espitalier-Noël, CEO

Embarking on the new 3-year plan, Vision 2020

The end of the year for ENL Land also marks the beginning of a new 3-year plan. The Group is getting ready to boldly take up the strategic challenges of Vision 2020, placing at the heart of its plan its key enablers being: Customer centricity, Innovation, Operational efficiency and Management commitment.

The strategic enablers will spur the Group in a new era of performance while at the same time, capitalising on the effective management of principal risks to drive operations.


2. How did our principal risks evolve from last year?

The main risks of ENL Land, as at 30 June 2017, are highlighted in the snapshot table below which shows the linkage of risks with the strategic enablers of Vision 2020, the risk trend as compared to last year as well as capitals impacted. Accordingly, stakeholders and investors are encouraged to consider these risks and take cognisance of mitigating strategies in place to manage same. Further information are detailed in sub-section 4 of this section.

Strategic enablersRisk

categoryPrincipal risks

Risk trend ( from last FY)

Capital(s) impacted

Client centricity

Strategic

Market conditions and economic factors

Market intelligence - competition threats

Customer attractiveness and retention

Operational efficiency Financial

Financial performance sustainability

Liquidity risk

Operational efficiency

Innovation

Operational

Property development and land bank optimisation

Investments in associates, jointly-controlled entities and financial assets

Innovation

Legal and regulatory compliance

Management commitmentPeople and

systems

Talents attraction, retention and engagement

Cyber-threats and IT

Note: The ‘Risk trend’ is based on the current understanding of the risk environment and may change over time given the dynamism of the environment, business and evolving risks. The legend for the ‘Risk trend’ is set out below:

Key :

risk has increased risk has decreased risk has remained unchanged emergent risk reflects position of last year



Evolving from last year’s ‘Risk heatmap’, the risk profile of ENL Land as set out in the snapshot table, is translated on the ‘Risk radar’ which provides a bird’s eye view of the principal residual risks. The ‘Risk radar’, illustrated below, is divided in four risk categories: (i) Strategic, (ii) Financial, (iii) Operational and (iv) People and systems. The radar shows the likelihood of occurrence of risks, perceived impact as well as evolution of risks. As such, risks closer to the centre of the radar are risks that posed the greatest challenge during the year and risks positioned further from the centre are those showing lower likelihood of occurrence and impact but were nonetheless monitored by Senior Management.

Risk radar of ENL Land

1Market conditions and economic factors

2Market intelligence — competition threats

3Customer attractiveness and retention

10

Cyber-threats and IT

7 Investments in associates, jointly- controlled entities and �nancial assets

8 Innovation

5 Liquidity risk

4 Financial performance sustainability

Strategic

Operational

Financial

People & systems

Talents attraction, retention and engagement

Perceived impact

Likelihood

6 Property development and land bank optimisation

9Legal and regulatory compliance

11

Basis for identification and prioritisation of the principal risksThe radar is the outcome of the risk identification and assessment process, facilitated by the GRC function, which involved discussions with Senior Management and validation with ARMC members. As such, the principal residual risks identified, at the Group level, is the outcome of a blend of: (i) bottom-up approach, i.e. whereby the principal residual risks of each served market of ENL Land, as identified through its main subsidiaries, are escalated to Senior Management; and (ii) top-down approach which takes on-board the key risks at Group level.

02How did our principal risks evolve from last year?



3. Governance structure and framework to manage risks Risk governance encompasses the tone at the top, strategic decision-making and risk oversight. At ENL Land, the risk governance structure in place stresses on the responsibilities of the Lines of defences with regards to identifying, evaluating, responding and monitoring of risks that may impact business objectives, operations and performance. The “Three lines of defence” model as per below is applied to have a cohesive approach to reinforce the effectiveness of the governance structure.

Board of Directors

• Tone at the top and responsible for the total process of risk management and risk tolerance.

• Takes adequate measures to monitor effective management of risks and sound system of internal controls.

Senior Management Audit and Risk Management Committees

• Oversee implementation, embedding of risk management practices and regular monitoring of entities’ key residual risks via dashboards.

• Monitor and review the risk management process and internal controls systems with the support of the Governance, Risk and Compliance (GRC) function of ENL who tables the prominent, inherent and emergent risks.

First line of defence: Operational Management

Second line of defence: Support functions

Third line of defence: Internal Audit

• Accountable to the Board for the design, implementation and monitoring of the risk management processes and ensuring that internal controls are effective and adhered to.

• Risk management and compliance functions monitor the effectiveness of the first “Line of defence” in mitigating the occurrence and significance of risks.

• Independent assurance to the Audit and Risk Management Committee on risk management, controls and governance processes.

Governance structure at Rogers and Company Limited (referred to as ‘Rogers’):

The Board of ENL Land relies on the governance structure in place at Rogers, namely the Risk and Management Committee (RMAC) and Board of Directors, for oversight of the risk management system and effective risk management. This is translated in meetings and discussion forums between the Chairman of the ARMC and Head of Internal Audit of ENL Land with their corresponding homologues at Rogers with regards to salient internal audit and risk management matters pertinent for ENL Land. With regards to risk management, the significant residual risks of Rogers, which could have an impact on ENL Land, are escalated and reported as part of the risks of the Group.

Embracing the new National Code of Corporate Governance (CG) 2016

The year 2016-17 also witnessed the launching of the second edition of the National Code of CG for Mauritius (2016), applicable as from the FY 2017-18. The Group embraces the new Code and views it as being a positive step forward aligned with ENL values and upholding of good corporate governance. The new Code brings forward eight basic CG principles and introduces the “apply and explain” concept with Principle 5 of the new Code dealing with ‘Risk Governance and Internal Control’. As such, the Group will initiate a readiness self-assessment of existing risk management practices against requirements of the new Code so as to be better prepared for migrating towards its application.



Integrated Risk Management Framework at a glance

The ERM framework at ENL Land underpins the Group’s strategy and enables the identification, assessment, prioritisation, mitigation and monitoring of prominent risks associated with business operations. The integrated framework, as shown below, rests on 3 fundamental pillars namely: Risk governance, Risk culture and People. It facilitates a harmonised top-down approach to effective management of risks across the Group thus enabling entities of the Group to align their risk management practices with ENL Group’s methodology. Entities periodically review their risk dashboards and Risk Management Registers (RMR) to assess evolution of their risks, effectiveness of controls and hence, set priorities on existing and emergent risks that require Senior Management attention.

Risk infrastructure and approach:

Establish the contextand

Risk identification

Assess and prioritiserisks

(existing and emergent)

Mitigate risks(reinforce controls, action plans to reduce exposure)

Risk monitoring(risk dashboards reviewed

to capture trends and controls)

Risk culture Risk governance People

Strategic risks

Operational risks

Fina

ncia

l ris

ksP

eop

le & system

s risks

ENL Group and entities’ applicable policies, procedures, internal controls, code of ethics, amongst others and external legislations and regulations.

Integrated ERM Framework

Source: Adapted from Ernst & Young – an integrated approach towards effective and sustainable risk management

03Governance structure



Risk appetite

Appetite towards risk is set at the Board level. Risk taking activities are managed within the risk appetite, which defines the amount and types of risks the business is willing to assume in the pursuits of its objectives. Risk appetite is unique to every business and setting the risk appetite takes into consideration factors such as:

• risk profile of the business in line with its business strategy and its corporate values, i.e., ‘what are the risks inherent to the business and those to be avoided’;

• risk capacity of the business, i.e., ‘how much risks can the organisation absorb’;

• risk assessment and analyses, i.e., ‘what is the ranking of risks and what are the boundaries within which Management can operate’.



4. Our risk profile – upside and downside risks

While the term ‘Risk’ is perceived as having undesirable impact on business operations and/or financial performance, risks can also create ‘Opportunities’ for improvement that can make businesses more efficient, or provide a competitive edge.

Upside riskSearch for opportunities

Mitigate negative eventsDownside risk

Upside risks

The Group’s philosophy is to view risk management as a management tool, not only to avoid and mitigate risks that can affect the Group, but also to view risks as potential opportunities that can create value for entities of ENL Land. The table below provides a glimpse of three opportunities seized and/or sustained by the Group during the year.

• ‘Compass’, the corporate venture arm of ENL Land, has as primary objective to expose the Group to new industries, whether adjacent or outside its core markets. During the year, Compass invested in innovative start-ups in the fields of renewable energies (Reuniwatt) and media and technology (ICT.io).

• Launching of ‘Rogers Capital’ offering a range of fintech services.

Nature of risks Upside

Increasing scale of non-sugar operations and product mix, in line with the diversification strategy, will further enable diluting revenue concentration and mitigating shortfall in sugar proceeds (revenue mix in agro-industry being 60% sugar and 40% non-sugar).

Seizing opportunities of ‘Smart City schemes’, as enunciated in the national budget, translated by the successful launch of ‘Moka City’ in April 2017. This brings up a new impetus to the residential property segment thereby creating buoyancy and future growth prospects.

Agro-industry: Combined effect of uncertainties regarding the world sugar price, end of EU export quotas and lower cane harvest

Residential property development: Risks related to expansion and development of the property sector in the country

Innovation: Risk in event of not leveraging innovation in the business model to sustain competitive advantage

04Our risk profile



Downside risks

The principal risks and uncertainties, as tabled below, reflect the residual positioning of such risks after taking into consideration the

• Risks’ rating: i.e., likelihood of occurrence of risks; and perceived impact on the Group’s operations;

• Risk control measures: i.e., mitigating strategies in place;

• Risk trend: i.e., how the risks have evolved in terms of significance, compared to the last financial year.

The following tables capture the risk profile of ENL Land highlighting the principal risks faced, mitigating strategies taken and also, outlook of risks.

I. Strategic

The success of the Group rests on effective strategic planning, choices and execution including the ability to adapt rapidly to evolving customer needs and delivering attractive value proposition. See table below for key residual risks and controls:

(1) Market conditions and economic factors

What is the risk? Key measures to manage risks Risk outlookThe Group is exposed to several downside risks that may impede on performance of the served markets for e.g. (i) challenging market conditions, (ii) appreciation of MUR against key currencies and (iii) risk of Mauritius not perceived as a sufficiently attractive property investment destination to boost property development.

Strategic enabler

Served markets

• Maintaining position as a major player in several served markets through synergies and reinforcing activities in buoyant sectors. e.g. Hospitality, Fintech, Property.

• Re-doubling sales/ marketing efforts to improve product visibility and sales momentum.

• Treasury management at entity/ Group level and other revenue/ rate optimisation strategies.

• Collective strategy with local stakeholders to further position Mauritius as a key international platform for business and investment.

• Anticipated fall in sugar prices.

• Potential changes in government policies, fiscal regime and economic environment may be threats/ opportunities.

• FX volatility may be accentuated by changes in the Eurozone/ Brexit.



(2) Market intelligence – competition threats

What is the risk? Key measures to manage risks Risk outlookIncreasing competition felt in different served markets, arising from existing players and new entrants reinventing or expanding their scale of activities may result in erosion of the market share and declining financial performance.

Strategic enabler

Served markets

• Revamped marketing strategy and increased use of digital marketing and social media to differentiate our brands, products and services.

• Providing high and middle-end offerings at different price-points, benchmarking with competitors and capitalising on our Unique Selling Points.

• Consolidate our position as an integrated player in Hospitality, Property and Logistics sectors through acquisitions and innovation.

Threat of growing presence of smaller-size players resulting in fiercer competition as well as increasing use of technology and digitalisation impacting customer experience.

(3) Customer attractiveness and retention

What is the risk? Key measures to manage risks Risk outlookCustomers are at the heart of the business and thus, the risk of:

• Pricing of products/services not being appropriate; and/or

• product/ service quality not being at desired level thus affecting customer experience and hence, revenue streams

Strategic enabler

Served markets The Group

• Invested to improve understanding of the served markets to uncover upcoming trends and embedding Customer centricity internally to enhance client experience and sales potential.

• Leverage on the wide distribution channels to increase product/service visibility. For e.g. take advantage of the combined offerings of Ascencia, ENL Property and Bel Ombre to target different customer segments.

Competitors may innovate in their business models to attract new customers for e.g. aggressive prices and low margins, introduce new offerings, going digital.

04Our risk profile



II. Financial

The table below depicts the key residual risks and controls observed for the subset of risks falling under “Financial”. Details on financial risk management are supplemented in Note 3 of the Financial Statements, on pages 125 to 129.

(4) Financial performance sustainability

What is the risk? Key measures to manage risks Risk outlookRisk that financial performance may be impacted by several factors, such as increased pressure on selling prices and declining margins due to fierce competition, thereby impacting on sustainability of profits and dividend pay-out.

Strategic enabler


• Capitalise on products and services, generating mid to high-end margins in different served markets (e.g. Fintech, Hospitality, Property) that significantly contribute in increasing revenue mix, cash flows and profit margins.

• Combined effect of several measures support the Group in managing its cost base such as cost controls, working capital management, restructuring, automation and efficiency.

• Close monitoring of the performance by Executives of ENL Land via board meetings and strategic reviews.

Sustainability of performance and operations is likely to remain a key risk given challenging conditions and fierce competition.

(5) Liquidity risk

What is the risk? Key measures to manage risks Risk outlookRisk that the Group may encounter difficulty in meeting the obligations associated with its financial commitments that are honoured by delivery of cash.

Strategic enabler


• Monitor rolling forecasts of the Group’s liquidity reserve based on expected cash flows.

• Maintain flexibility in funding by keeping committed credit lines available and financial restructuring of obligations amongst others.

Liquidity risk is likely to remain a key risk for the Group given the nature of activities.



III. Operational

Operational risks span across the business activities of entities of ENL Land and encompass areas pertaining to effectiveness and efficiency of operations, compliance and governance. A snapshot of the key operational risks and the mitigating actions are detailed in the table below.

(6) Property development and land bank optimisation

What is the risk? Key measures to manage risks Risk outlookExposed to the risk that potential projects contemplated in optimising the value of the land bank may not meet customer appeal and/or encounter significant delays/overruns.

Competitors may outpace the Group and opportunities/ revenue streams being missed.

Strategic enabler

Served markets

• Proper investment appraisal and market surveys prior to “go or no-go” of projects and monitoring of yield on projects against budget.

• Capitalise on key initiatives such as Moka City to maintain momentum in transforming land assets into sustainable revenue streams through sales and/or leasing. Regionally, remain open to opportunities in different sectors.

• In-house officials and third party professionals monitor the selection and performance of professionals/ contractors in achieving project milestones to minimise overruns.

Increase in local competition coupled with factors such as positioning of Mauritius as an attractive property investment destination for foreigners are key determinants that will influence the risk level.

(7) Investments in associates, jointly-controlled entities and financial assets

What is the risk? Key measures to manage risks Risk outlookRisk that the Group’s interests’ within investees may not be adequately safeguarded thereby exposing to potential impairment and risk of sub-par returns of the investment portfolio.

Strategic enabler


• Securing seats at the Boards of Directors of associates and jointly-controlled entities to ensure that the Group has a say in the strategic direction and affairs.

• Investments held are kept for strategic and sustainable long-term objectives and are spread over several blue-chip/medium-sized companies operating in different industries.

Risk level with respect to investments is likely to remain unchanged.

04Our risk profile



(8) Innovation

What is the risk? Key measures to manage risks Risk outlookRisk that ENL Land may not leverage innovation, in its business model, to sustain competitive advantage thus resulting in missed opportunities.

Strategic enabler


• Innovation embedded within enterprises translated in terms of ability to continuously introduce/enhance product/service offerings.

• Higher risk appetite to identify and invest in sectors in which the Group is not traditionally present through (i) ‘Compass’ and (ii) ‘Turbine’.

• Embedding digitalisation and increased use of technology in business models e.g. going digital in malls, Fintech offerings, digitalisation of travel business to enhance customers’ experience.

Digital disruption is a growing threat especially as start-up companies or existing players innovate faster and increase their speed to market compared to others.

(9) Legal and regulatory compliance

What is the risk? Key measures to manage risks Risk outlookExposure to business disruptions, reputational damage or litigations in even that the Group’s operations do not meet legal and regulatory requirements of different markets/ jurisdictions.

Strategic enabler

Served markets

• Established internal procedures and controls in place within the various business units to ensure compliance with prevalent regulations. For e.g. compliance with requirements of regulatory institutions, vetting of legal documents, updates on changes in legislations and regulations.

Legal and regulatory compliance in different jurisdictions is a growing requirement resulting in the risk remaining on the radar.



04Our risk profile


IV. People and systemsThe Group is highly dependent on its people and management information systems for the smooth running of its operations as well as for reporting and decision-making purposes. The Group benefits from support on a range of services such as Human Resource (HR), Business Process (BP) and Information System (IS) from ENL Limited thereby encouraging harmonisation across the Group. The residual people and systems risks and measures are set below:

(10) Talents attraction, retention and engagement

What is the risk? Key measures to manage risks Risk outlookThe Group may be exposed to the risk of not being able to :

• attract, retain and facilitate growth of its talents and personnel to support its ambitions.

• ensure high level of engagement of employees to deliver higher performance.

Strategic enabler


• Encourage dynamism and leadership of teams by aligning their objectives with corporate goals.

• Employee recognition and rewards as well as sustaining investment in personnel to reinforce their commitment and achieve their potential.

• Engagement level of employees is regularly measured through surveys and measures taken to increase engagement at entity level.

• Risk of mobility of talents is likely to remain a threat for businesses.

• Actions taken are likely to result in the risk decreasing going forward.

(11) Cyber threats and IT

What is the risk? Key measures to manage risks Risk outlook• Cyber threats are more than ever rampant

and expose businesses to (i) paralysis and downtime of operations, (ii) ransom ware threats, (iii) loss of confidential data and BI.

• Risk of loss of critical and confidential data in the event of IT system failure or theft of data/piracy of electronic devices.

Strategic enabler


• Raising awareness of end users regarding suspicious emails and attachments, proper custody of e-data, password protection and ‘bring your own devices’. Dissemination of end-user security policy across the Group.

• Implementation of business continuity plans and deployment of the IT Framework across the Group are in progress. This will enable attaining the desired level of IT governance maturity in line with the ENL’s IT policies.

Cyber-attacks worldwide have left undeniable trace that such threats are likely to recur as the world becomes more digitally connected. Cyber risk remains a key risk for which businesses may not be prepared.


Going forward At ENL Land, efforts and measures implemented in the scope of ERM during the year ended 30 June 2017 further helped in cementing risk management practices. Going forward, the Group would continue on its momentum, i.e.:

Risk management maturity of ENL Land

Stages of risk management maturity

• Risk maturity of our entities, i.e., the Group will continue moving up along the risk maturity curve so as to reach an ‘Integrated’ maturity level, in line with Vision 2020, as illustrated below.

• In nurturing the risk culture and risk ownership with the support of the GRC function.• In maintaining periodic review of RMR of entities and oversight of existing and emergent risks.

• In �nalisation of the ERM policy, formalising new group policies to enhance governance and aligning with the new Code of CG (2016) to reinforce the risk governance.

Engage

Sustain

Improve

Fragmented

Top down

Integrated

Risk intelligence

Initial

Vision 2020

Source: Deloitte. Risk Intelligent series. Creating Risk Intelligent infrastructure. Getting Risk Intelligence done.



BUSINESS REVIEW | RISK MANAGEMENT 04Our risk profile


Human resources alignment

Transparent recruitment process

Our recruitment process is transparent. Vacancies are advertised internally on ENL Connect, and externally, on ENL Job’Fair which is our dedicated recruitment platform. In this way, existing employees are made aware of opportunities of internal mobility that crop up even while companies open up to talents from outside the Group. Both platforms were revamped during the year in order to adapt to new trends in digital communication.

We focus on employee integration and engagement from the very day a new recruit joins us. All new recruits follow an orientation session at company level on the day they join. They then participate in a one-day induction session at the ENL Group headquarters. The programme was recently updated to be more interactive and welcoming. It includes an introductory video from the CEO sharing his vision and expectations with the new team members.

We promote a young and dynamic workforce

5,940employees

10%

9%

43%

38%

Baby boomers

Generation Y

Generation Z

Generation X

ENL Land’s human capital management is guided by our long-term vision of creating a work environment where employees are enabled to deliver sustainable organisational performance while achieving personal growth.

Our teams of HR professionals work in close collaboration with the ENL Group human resources department, except for Rogers which is overseen by its own corporate office. They implement the ENL Talent Management Framework which pursues three strategic priorities: human resources alignment, employee engagement and learning and development.

113,000visits on ENL Job’Fair in 2017

BUSINESS REVIEW | HUMAN CAPITAL


Performance management

We believe in employees whose goals are aligned with those of the business

This is why every employee has a role profile that stipulates how exactly he or she contributes to the success of the organisation. We believe that committed employees are those whose performances are monitored regularly. Employee’s performance is measured through a rigorous process of objectives setting at the start of the year, followed upon during the year and appraised at year-end.

Learning & development

We invest in the continuous improvement of competencies, in the development of skills and the promotion of personal growth of our team members.

We invested Rs 32m and 47,431 hours to strengthen the technical competencies of our employees and to enhance their leadership skills. We believe in a blended learning approach which is a combination of formal learning with workplace-based learning opportunities. Our training initiatives draw from the ‘70:20:10 Model for Learning and Development’. During the year, we introduced a more comprehensive measure of the training impact where employees who attended a training have been asked to commit to an action plan to apply the new skills they learned.

On-the-jobexperience

Informallearning

Formallearning

70% 20% 10%



Areas of focus

ICT & equipment Health, safety & welfare

3%

47%

31%

13%

6%

Leadership & talent

development

Team synergies and people focus

Technical competencies

47,431 hoursinvested in training

3%

3% of basic salaryTraining expenditure

ENL Land’s subsidiaries contribute to the training of the next generation of Mauritian professionals by opening their doors to traineeships. The Group welcomed 238 trainees during the year, for an average of 8 months tenure, out of which 52 were offered a permanent position. The health & safety of our employees is a key area of focus and during the year, 31 first aiders were trained.

238 trainees

8 Traineeship months in average

52 trainees were offered a job

31 First aiders



Employee engagement

We actively promote the ENL culture and values in order to enhance employee engagement

The Semaine de l’engagement is an annual gathering spanning over one week where all ENL employees are invited to take a step back to live the values and the culture of the Group through practical activities. This year saw a record participation with around 600 persons involved, twice more than the previous edition. The proposed activities enabled participants to experience some of the ways they could express their commitment towards:

• themselves, by taking care of their well-being;

• the customers, by being performing, innovative and nurturing a service culture;

• the community, by showing generosity and citizenship.

600

Semaine de l’engagement: participants


“I cherish the ideal of a deeply engaged team for ENL. When employees are engaged, it can be felt; it can be seen. They exude an energy and a dynamism that are contagious.”

Hector Espitalier-Noël, CEO

We measure the level of engagement of our employees every two years through a survey that spans the whole ENL Group. The results of the 2017 study show an improvement in our score by 5 basis points compared to two years before. Employee engagement is a key area of focus and several actions have been taken to engage with them more deeply at each level of the organisation.

Way forwardThe strategic direction of the Group has been set for the three-year period ending June 2020. As far as the management of our human capital is concerned, our focus will continue to be on talent acquisition, retention and employee engagement. Specific emphasis will be placed on creating a “performing workplace”, one where higher levels of capability and efficiency are achieved and where people feel empowered, valued and respected.



BUSINESS REVIEW | SOCIAL, RELATIONSHIP & NATURAL CAPITAL

Focus on Moka ENL Foundation promotes social integration and community development through a participatory and integrated approach, with special focus on Moka-Saint Pierre, the cradle of ENL’s history.

The government has initiated a Marshall Plan against poverty, in collaboration with the United Nations Development Programme. ENL, HSBC and the District Council of Moka followed suit and joined forces to set up their own project for the Moka region. The project is aligned with the government’s ambition for the country which includes providing decent living conditions, improving academic performance and increasing employment opportunities and accessibility to training for the beneficiaries. The villages of Saint Pierre, Moka, Quartier Militaire, Dubreuil will host the first pilot projects.

Sainte Catherine community development program. At Sainte Catherine, we are working on an ongoing community enhancement project that is co-sponsored by Rogers and Eclosia over three years and led by the inhabitants of the locality. A closely monitored strategic plan has been designed with the following priority areas for the beneficiaries:

• Improvement of living conditions;

• Development of skills to enable financial autonomy;

• Promotion of a broader interest in education through greater access to educational opportunities; and

• Development of skills and knowledge that enable a better management of health and an improvement in the quality of life.

The ENL Group to which we belong is a keen supporter and an active participant in sustainable nation building through initiatives to develop local communities, protect the environment and encourage arts, culture and sports. It pledges funds beyond the mandatory 2% Corporate Social Responsibility (CSR) spent to support its corporate responsibility initiatives. ENL Land Group contributed Rs 17m to further selected causes this year through ENL Foundation and Rogers Foundation.

ENL Foundation works at grassroots level to bring to life the Group’s value of good corporate citizenship by taking and supporting initiatives that promote the growth of vibrant and sustainable local communities. Rogers Foundation maintains its commitment to reducing the impact of human activities on the coastal areas of the island through various ongoing programmes.

Both ENL Foundation and Rogers Foundation work under the guidance of their Board of Directors and in close collaboration with the public authorities and other members of the private sector. Their yearly plans of action are also shaped by legal requirements and national priorities as set out by the government.

The last budget 2017 amended the Income Tax Act and as a result, 50% of the CSR funds of all companies now needs to be remitted to the National CSR Foundation which, in turn, channels them to not-for-profit organisations. We are deeply concerned by this change to the CSR Framework which will stall progress on the field.


We are replicating the Sainte Catherine community development model in L’Escalier in partnership with Omnicane. Caritas, the program manager, and the villagers have already finalised the action plan for the next three years.

The smart city of Moka social plan. Our objective is to foster social integration of the existing Moka community with the newly launched smart city of Moka. Moka’mwad, a citizen’s platform, is being created to spearhead this initiative. It will be instrumental in bringing together the inhabitants of Moka to participate actively in building a vibrant, dynamic and culturally rich community.

Baz’Art Kreasion social enterprise. This initiative aims to empower vulnerable women from the Moka region by teaching them handicraft skills and helping them to earn a living through the sale of crafted products. We are actively looking at funding options to make the initiative become self-sustainable in the medium term. The Turbine, ENL’s business incubator, has offered free coaching sessions on social entrepreneurship.

Lovebridge. The ENL Group supports the private-sector-led Lovebridge programme. In addition to being a founding partner in the initiative, ENL currently houses the headquarters of the programme in Vivéa Business Park. ENL Foundation also nurtures strong relationships with the association’s management and its social workers.

Green initiatives Concerning sustainable agriculture, ENL Foundation partnered with Le Velo Vert to raise the awareness of 125 children of the Moka region on organic agricultural practices. This agro-ecology project lasted 6 months during which the children were trained and mentored to grow their own vegetables at school. ENL supports this initiative in line with its commitment to promote sustainable agriculture.

Moreover, ENL Foundation continues to run the Green spirit club where 65 children and teenagers are sensitised about the protection of the environment throughout the year.

The ENL Group is also a financial sponsor of the Mauritian Wildlife association, which protects the endemic fauna and flora of Mauritius.

Protection of coastal resources of Mauritius

Through Rogers Foundation, we focus on raising awareness around the protection of the coastal resources of Mauritius. A number of projects are conducted in partnership with Reef Conservation:

• Bis lamer, a classroom on wheels fitted with interactive tools and laboratory equipment reached its 4th year in operation.

• Eco-school project focuses on environmental education of school children. For the 2nd consecutive year, the schools that have implemented the most encouraging programmes have been rewarded.



• Sea-turtle preservation network, an educational booklet was produced and released to sensitise school children and coastal inhabitants on the need to protect endangered sea turtles.

• Bel Ombre pedia, biologists and zoologists are gathering comprehensive scientific and pedagogical information about fauna and flora species around the region of Bel Ombre, which will be soon available online and based on the Wikipedia model.

• Tikoulou, the 14th comic book in the collection, ‘La Légende de Bel Ombre’, was specifically designed to convey an essential ecological message to school children and adults.

Arts, culture, education and sports

This year we were also active in promoting arts, culture, education and sports.

Remedial classes. We promote education and an improvement in academic performance of primary school children in Pailles, Moka-Saint Pierre and L’Escalier. 90% of the children who attended the programme obtained their Certificate of Primary Education. In view of the reform in the national education system for primary schools, the teachers were trained to improve the level of service they provide.

Porlwi by people. For the second consecutive year, we sponsored the Porlwi festival and also encouraged our teams to participate in the festival. ENL extended its full support to Move for Art in its endeavour to transform and regenerate the city of Port Louis, sustainably.

Gender and Leadership. ENL sponsored the conference “Initiative for Gender Diversity in Leadership” created by the Mauritius Institute of Directors, to examine issues affecting the lack of gender diversity in leadership positions in Mauritian companies.

Réalise ton rev and Zenfans sourire, ENL Foundation continues to run both projects aiming at developing the creativity and the artistic skills of children.

The ENL Group is committed to encouraging the practice of sports. The Moka Rangers Sports Club, an ENL initiative, continues to promote the development of an elite in the fields of cycling, swimming, trail and football. Its members are making the club and Mauritius shine both locally and internationally. The club opened the Moka Bike Park, publicly and freely available facilities for the practice of mountain biking. The idea is to broaden the sports and leisure offering in Moka. The ENL group also sponsored a number of sports events during the year such as the Moka Trail, and numerous cycling contests.

Towards the futureWe started to better integrate the concept of sustainability into our strategy and business models at the level of Hospitality, Agro-industry and Property. We are showing greater interest at balancing the economic, environmental and social impacts of all our business decisions. This year, Heritage Awali Golf & Spa and Heritage Le Telfair Golf & Spa Resort were awarded the Green Key Label, in line with the sustainable development strategy in Bel Ombre.

Number of children that participated to:




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rnan

ce

Virginie Corneillet (Born in 1972)Executive Director

Appointed as Director (amalgamated Company): February 2016Qualifications: “Maîtrise en Droit des Affaires” from the University of Paris V (France) Committee: Member of the Corporate Governance Committee

Virginie Corneillet joined ENL in 2010 as Head of Legal and Corporate Affairs and is now Head of Corporate Services. In addition to managing the team providing corporate services to ENL subsidiaries, she is involved in mergers and acquisitions, corporate transactions and corporate governance matters. She also oversees corporate communication. Virginie Corneillet previously worked at Groupe Mon Loisir (now IBL) where she was mainly responsible for the legal aspects of mergers and acquisitions within the group. She started her career at Soulier & Associés, a French law firm based in Paris and Lyon, France.

Directorship in listed companies:- Commercial Investment Property Fund Limited

Jean Noel Humbert (Born in 1949)Chairman, Independent Non-Executive Director

Appointed as Director (amalgamated Company): February 2016Qualifications: Honours Degree in AgricultureCommittees: Chairman of the Corporate Governance Committee

Jean Noel Humbert was the Chief Executive Officer of the Mauritius Sugar Syndicate till his retirement in December 2014. He was the General Secretary of the Mauritius Chamber of Agriculture from 1997 to 2015 and in this capacity, represented the private sector with the Government on different issues relating to the agricultural sector. He also previously occupied different posts at managerial level within the Food & Allied Group, (now Eclosia Group), and was the President of the National Productivity & Competitiveness Council.

He is presently Chief Corporate Affairs Officer at Food & Allied Group, (now Eclosia Group), and consultant to the Mauritius Sugar Syndicate with respect to sugar marketing and institutional issues.

Jean Noel Humbert has a vast experience in institutional affairs more particularly in the field of international trade and in the marketing of sugar having a wide knowledge of sugar markets worldwide. He has also been closely involved in the strategy and process that have led to the change from raw to white refined sugar exports from Mauritius.

Directorship in listed companies:- Livestock Feed Limited

Hector Espitalier-Noël (Born in 1958) Executive Director

Appointed as Director (amalgamated Company): February 2016Qualifications: Member of the Institute of Chartered Accountants in England and Wales Committee: Member of the Corporate Governance Committee

Hector Espitalier-Noël previously worked with Coopers and Lybrand in London and with De Chazal du Mée in Mauritius. He is the Chief Executive Officer of ENL Limited and the ENL Group since 1990. He is also the Chairman of New Mauritius Hotels Ltd and Bel Ombre Sugar Estate Ltd and a past chair of Rogers and Company Limited, the Mauritius Chamber of Agriculture, the Mauritius Sugar Producers Association and the Mauritius Sugar Syndicate.

Hector Espitalier-Noël has a vast experience in the sugar cane industry, property, hospitality and financial services sectors being the Chairman and a board member of various companies evolving in those sectors.

Directorship in listed companies: - Ascencia Limited - ENL Commercial Limited - ENL Limited - New Mauritius Hotels Limited - Rogers and Company Limited - Swan General Ltd

- Swan Life Ltd

- Tropical Paradise Co Ltd

board of directors


Gérard Espitalier Noël (Born in 1946) Non-Executive Director

Appointed as Director (amalgamated Company): February 2016 – up for re-appointment at the next annual meetingQualifications: Diplôme de Perfectionnement en Administration des Entreprises (IAE)

Gérard Espitalier Noël, C.S.K., C.O.N.M. has had a long career as the Head of Air Mauritius in Europe. In April 2007, he was appointed by the then French Minister of Tourism as technical adviser to the “Conseil National du Tourisme (CNT)” in France. He also held the position of Hotels & Leisure Director of Indigo Hotels & Resorts Ltd in Mauritius between January 2008 and December 2009.

Directorship in listed companies:- ENL Limited

Eric Espitalier-Noël (Born in 1959)Non-Executive Director

Appointed as Director (amalgamated Company): February 2016Qualifications: Bachelor of Social Science, MBA Committee: Member of the Audit & Risk Management Committee

Eric Espitalier-Noël previously worked with De Chazal Du Mée & Co, Chartered Accountants in Mauritius. He joined the ENL Group in 1986 and is currently the Chief Executive Officer of ENL Commercial Limited.

Eric Espitalier-Noël has an extensive experience in the commercial and hospitality sectors being a board member of various companies evolving in those sectors.

Directorship in listed companies: - Automatic Systems Limited - Commercial Investment Property Fund Limited - ENL Commercial Limited - ENL Limited - Les Moulins de la Concorde Ltée - Livestock Feed Limited - Rogers and Company Limited - Tropical Paradise Co Ltd (Alternate Director)

Gilbert Espitalier-Noël (Born in 1964) Non-Executive Director

Appointed as Director (amalgamated Company): February 2016 Qualifications: BSc University of Cape Town, BSc (Hons) Louisiana State University and MBA INSEAD.

Gilbert Espitalier-Noël joined the Food and Allied Group in 1990 and was appointed Group Operations Director in 2000. He left the Food and Allied Group in February 2007 to join the ENL Group as executive director until June 2015. He is since July 2015 the Chief Executive Officer of New Mauritius Hotels Ltd. Gilbert Espitalier-Noël was President of the Mauritius Chamber of Commerce and Industry in 2001, of the Joint Economic Council in 2002 and 2003 and the Mauritius Sugar Producers Association in 2008 and 2014.

Gilbert Espitalier-Noël possesses an extensive experience in the agro industrial, property and hospitality sectors.

Directorship in listed companies: - ENL Commercial Limited - ENL Limited - Livestock Feed Limited - New Mauritius Hotels Limited - Rogers and Company Limited


Roger Espitalier Noël (Born in 1954)Non-Executive Director

Appointed as Director (amalgamated Company): February 2016Qualifications: Certificate in Textile and Knitwear Technology Committees: Member of Audit & Risk Management and Corporate Governance Committees

Roger Espitalier Noël has headed the operational division of Floreal Knitwear until his nomination as General Manager in 1998. He retired in 2010 after 36 years of service. Roger Espitalier Noël was involved in the restructuring and relaunch of the Malagasy Production Units after the political unrest of 2001 and as from 2008 acted as consultant for Ciel Textile Ltd where his activities were focused on the environmental, logistic, utilities as well as the retail aspects of the Knits division. He is presently working for Ciel Ltd as Corporate Sustainable Advisor and also chairs its Environment & Social Committee.

Directorship in listed companies: - Ciel Limited - Ciel Textile Limited - ENL Commercial Limited - ENL Limited

Jean Raymond Hardy (Born in 1957)Executive Director

Appointed as Director (amalgamated Company): February 2016Qualifications: MBA, Surrey University

Jean Raymond Hardy is presently the Chief Executive Officer of ENL Agri-business. Prior to joining The Savannah S.E. in 2001, he worked at Lonhro Group Britannia S.E, Deep River Beau Champ and Société de Gérance Mon Loisir. Jean Raymond Hardy has more than 35 years’ experience in the sugarcane industry and has been actively involved in the centralisation process of sugar factories in the centre and the south of Mauritius during the last 15 years.

Jean Raymond Hardy is a former President of the Mauritius Chamber of Agriculture and the outgoing Chairman of the Sugar Industry Pension Fund Board.

Jean-Pierre Montocchio (Born in 1963)Independent Non-Executive Director

Appointed as Director (amalgamated Company): February 2016 - up for re-election at the next annual meetingQualifications: Notary Committee: Member of the Corporate Governance Committee

Jean-Pierre Montocchio was appointed Notary Public in Mauritius in 1990. He participated in the National Committee on Corporate Governance as a member of the Board of Directors’ Sub-Committee

Directorship in listed companies: - Caudan Development Ltd - Fincorp Investment Ltd - Les Moulins de la Concorde Ltee - New Mauritius Hotels Limited - Promotion and Development Ltd - Rogers and Company Limited - MCB Group Ltd

LEADERS | BOARD OF DIRECTORS


Mushtaq Oosman (Born in 1954)Independent Non-Executive Director

Appointed as Director (amalgamated Company): February 2016Qualifications: Fellow of the Institute of Chartered Accountants in England and WalesCommittee: Chairman of the Audit & Risk Management Committee

Mushtaq Oosman was a Partner in PwC Mauritius since 01 July 1991. He was primarily an Assurance Partner, also responsible for Business Recovery Services as well as the Chief Operating Partner for Mauritius. Mushtaq Oosman retired in November 2015 after 30 years with PwC.

Mushtaq Oosman has served on the Africa Central Governance Board and is well versed with the working and responsibilities of a Governance Board.

Mushtaq Oosman has over 30 years professional experience in audit and financial advice, with a diversified portfolio of clients in sectors such as banking, insurance, manufacturing, sugar companies, the hospitality industry, betting operator, textiles and trading.

In January 2016, Mushtaq Oosman formed his own Insolvency Practice.

Mushtaq Oosman trained and qualified as a Chartered Accountant with Sinclairs in the UK. He joined Roger de Chazal & Partners (founders of Price Waterhouse in 1988 in Mauritius) and has been with PwC since then.

Directorship in listed companies: - Automatic Systems Ltd - Mauritius Union Assurance Co. Ltd

Simon-Pierre Rey (Born in 1952)Independent Non-Executive Director

Appointed as Director: September 2016 Qualifications: BA (Honours) in Economics and Chartered Accountant (UK)

Simon-Pierre Rey has worked for some 25 years with Ireland Blyth Limited in the finance field until his retirement in December 2012. During this period, he has occupied important ranks within the group, notably as Group Finance Director/Controller, Company Secretary and Chief Operating Officer, amongst others. Furthermore, he was a Board member of various companies within the Ireland Blyth Group, whilst serving on several board committees of these entities, namely the Audit and the Corporate Governance Committees.

He is a non-executive director of MCB Ltd since 2013. He is currently Chairperson of the Conduct Review Committee, whilst being a member of the Audit Committee and of the Nomination and Remuneration Committee.

Directorship in listed companies: - The Mauritius Commercial Bank Limited - ENL Commercial Limited

Jean Claude Leclézio (Born in 1933)Independent Non-Executive Director

Appointed as Director (amalgamated Company): February 2016Resigned as Director: September 2016

Jean Claude Leclézio has had a rewarding career as a sworn broker, company secretary and stockbroker.

Johan Pilot (Born in 1982)Executive Director

Appointed as Director: September 2016 Qualifications: Chartered Accountant from the Institute of Chartered Accountants in England & Wales

Johan Pilot joined ENL in August 2007 and is presently the Chief Executive Officer of ENL Property Limited. Johan Pilot has more than 10 years of experience in the property developments of ENL group. He has previously worked at PWC-Mauritius.


LEADERS | SENIOR MANAGERS

senior managers

Hector Espitalier-Noël Chief Executive Officer of ENL Land

Refer to profile on page 64.

Jean Raymond Hardy Chief Executive Officer of ENL Agribusiness


Philippe Espitalier-Noël Chief Executive Officer of Rogers and Company Limited

Philippe Espitalier-Noël has worked extensively on change management within multinational companies in Europe as management consultant with CSC Index before returning to Mauritius to join the Rogers Group in 1997. He has since applied his proven experience of mergers and acquisitions, business turnaround and transformation to drive change and business renewal within the Group. In 2007, Philippe Espitalier-Noël was appointed Chief Executive Officer of Rogers. He has provided strategic thought leadership to the transformation of the Group from its involvement as a commercial conglomerate into an international investment holding focusing on four key service sectors, FinTech, Hospitality, Logistics and Property. Rogers’ international presence now extends to some fifty offices across three continents, including territories such as France, Singapore, India as well as Kenya and Mozambique in East Africa. Philippe Espitalier-Noël is holder of a BSc in Agricultural Economics from the University of Natal, South Africa and an MBA from the London Business School.


Johan Pilot Chief Executive Officer of ENL Property Limited


Paul TsangChief Financial Officer of ENL

Paul Tsang is the Chief Financial Officer of ENL. He joined ENL Limited in December 1994 after a nine year stint with De Chazal du Mee. He has extensive experience in preparation of consolidated financial statements, feasibility studies and structured debts financing.


CORPORATE GOVERNANCE REPORT

The Directors have pleasure in submitting the Company’s report on corporate governance.

This report describes the main corporate governance framework and compliance of the Company with the disclosures required under the Code of Corporate Governance for Mauritius (‘The Code’). Reasons for non-compliance are provided in the Corporate Governance Report, where applicable.

1. Recent corporate transactions

Corporate actions undertaken by the Company during the preceding years are as follows:

Year Corporate actions

2009 Amalgamation of The Savannah Sugar Estates Company Limited with Mon Desert-Alma Limited and The Savannah Sugar Estates Company Limited remained as the amalgamated Company.

2010 The Company changed its name from ‘The Savannah Sugar Estates Company Limited’ to ‘ENL Land Ltd’, hereinafter ‘ENL Land’;made a Bonus issue of 200,499,240 new Ordinary shares; andcreated a new class of shares through a Rights issue of 23,339,257 Non-Voting Convertible Redeemable Preference shares (hereinafter ‘Preference shares’).

2011/12 19,976,996 Preference shares have been converted into ordinary shares. Two wholly owned subsidiaries namely ENL Property Limited (‘ENL Property’) and ENL Agri Limited (‘ENL Agri’) have also been created and the property and agricultural related assets and activities reorganised under the afore-mentioned subsidiaries respectively.

2016 Amalgamation of ENL Land with ENL Investment Limited and ENL Land remained as the amalgamated Company, following which, effective 1 February 2016, Rogers & Co. Limited became a subsidiary of ENL Land.

Corporate governance report


2. Shareholders

(i) Holding structure

> ENL Land is part of the ENL Group and the holding structure through which control of the Company is exercised is shown below.

> ENL Land’s ultimate holding company is L’Accord Limited, a limited-liability public company incorporated in Mauritius.

> The ultimate control of the Company remains with Société Caredas, a société civile.

> The holding structure of ENL Land as at 30 June 2017 was as follows:

(The % disclosed relates to voting rights)

ENL Land Ltd

Société Caredas

59.6%

L’Accord Limited

77.8%

La Sablonnière Limited

71.8%

ENL Limited

69.1%*

*Effective holding




(ii) Common Directors

For the year ended 30 June 2017, the common Directors within the Company’s holding structure were as follows:

Name of Director L’Accord Limited La Sablonnière Limited ENL Limited

Eric Espitalier-Noël

Gérard Espitalier Noël

Gilbert Espitalier-Noël

Hector Espitalier-Noël

Roger Espitalier Noël

(iii) Substantial shareholders

As at 30 June 2017, the shareholders holding more than 5% of the ordinary shares of the Company were as follows:

Ordinary (%)

ENL Finance Limited 16.19

ENL Limited 52.88

(iv) Shareholders’ relations and communication

> The Board of Directors places great importance on open and transparent communication with its shareholders.

> The Company communicates to its shareholders through its Annual Report, circulars issued in compliance with the Listing Rules of the Stock of Exchange of Mauritius Limited, press announcements, publication of unaudited quarterly and audited abridged financial statements of the Company, dividend declaration and the Annual Meeting of shareholders.

> The website (www.enl.mu/investors/enl-land), which includes an investors’ corner, provides timely information to stakeholders. Interim, audited financial statements, press releases and so forth are already accessible therefrom.

> Analysts meetings are also organised after the publication of audited abridged financial statements and analysts are invited to interact with management.

> In compliance with the Companies Act 2001, shareholders are invited to the Annual Meeting of ENL Land at which the Board of Directors is also present. The Company’s Annual Meeting provides an opportunity to shareholders to raise and discuss matters relating to the Company with the Board.


(v) Dividend policy

> ENL Land has no formal dividend policy.

> Payment of dividends is subject to the profitability of the Company, cash flow, working capital and capital-expenditure requirements.

> The following graphs outline the dividends paid by the Company over the last five financial years:

201720162015201420131.

22

1.25

2.80

2.80

2.80

2.80

2.80

1.32

1.32

1.18

Dividend per share (Rs)

Ordinary shares Preference shares

20172016201520142013

Total dividend value (Rs)

Ordinary shares Preference shares

281,

211,

462

288,

126,

498

9,41

4,33

1

9,41

4,33

1

9,41

4,33

1

9,41

4,33

1

9,41

4,33

1

304,

261,

581

347,

389,

834

349,

099,

502


(vi) Shareholders’ calendar

September 2017 Publication of abridged audited financial statements for year ended 30 June 2017

November 2017Issue of Annual Report 2017Declaration of interim dividendPublication of 1st quarter results to 30 September 2017

December 2017Payment of interim dividendAnnual Meeting of shareholders

February 2018 Publication of half-year results to 31 December 2017

May 2018Publication of 3rd quarter results to 31 March 2018Declaration of final dividend

July 2018 Payment of final dividend

(vii) Stock market information

> ENL Land’s Ordinary and Preference shares are listed on the Official List of the Stock Exchange of Mauritius Limited.

> The Company is governed by the Listing Rules of the Stock Exchange.

> The following is the graphical representation of the price movement of the Company’s Ordinary and Preference shares from 1 July 2016 to 1 July 2017:


90

95

100

105

110

115

120

125

SEMDEX

Jul16

Aug16

Sep16

Oct16

Nov16

Dec16

Feb17

May17

Jan17

Mar17

Apr17

ENL Land (Ordinary)

Share price movement

Jun17

Jul17

90

95

100

105

110

115

120

125

SEMDEX

Jul16

Aug16

Sep16

Oct16

Nov16

Dec16

Feb17

May17

Jan17

Mar17

Apr17

ENL Land (Preference)

Jun17

Jul17



(viii) Share ownership

Distribution of shareholders at 30 June 2017

Range of shareholding

ORDINARY SHARES NON-VOTING REDEEMABLE PREFERENCE SHARES

Shareholder count*

Number of shares held

% of shares held

Shareholder count*

Number of shares held

% of shares held

1 – 500 819 147,779 0.05 168 27,102 0.81

501 – 1,000 298 220,735 0.07 60 44,244 1.32

1,001 – 5,000 661 1,680,971 0.57 122 296,532 8.82

5,001 – 10,000 303 2,211,580 0.75 40 282,959 8.42

10,001 – 50,000 503 11,124,376 3.76 53 1,036,773 30.84

50,001 – 100,000 115 8,081,090 2.73 9 664,484 19.76

100,001 – 250,000 91 14,416,673 4.87 5 696,867 20.73

250,001 – 500,000 36 12,222,412 4.13 1 313,300 9.32

Over 500,000 37 245,741,420 83.06 - - -

Total 2,863 295,847,036 100.00 458 3,362,261 100.00

*Note: The above number of shareholders is indicative, due to consolidation of multi portfolios for reporting purposes. The total number of active Ordinary and Preference shareholders as at 30 June 2017 was 2,922 and 463, respectively.

Spread of shareholders

To the best knowledge of the Directors, the spread of shareholders at 30 June 2017 was as follows:

ORDINARY SHARES NON-VOTING REDEEMABLE PREFERENCE SHARES

No. of shareholders

No. ofshares held

% of shares held

No. of shareholders

No. ofshares held

% of shares held

Individuals 2,499 52,910,514 17.88 382 1,826,716 54.33

Insurance & assurance companies

15 6,433,026 2.17 8 515,085 15.32

Pension & provident funds 50 12,199,185 4.12 19 339,942 10.11

Investment & trust companies

46 162,960,877 55.08 9 312,296 9.29

Other corporate bodies 253 61,343,434 20.73 40 368,222 10.95

Total 2,863 295,847,036 100.00 458 3,362,261 100.00



3. Board of Directors > As per the ENL Land’s constitution, the Board shall consist of not less than six nor more than twelve Directors. The Board of

Directors is the Company’s supreme governing body and has full power over the affairs of the Company.

> In accordance with the terms of the management contract entered into between ENL Land and ENL Limited, the management of the day to day affairs of the Company has been delegated to ENL Limited under the overall responsibility of Mr Hector Espitalier-Noël, CEO of ENL Limited. The Board remains accountable for such delegation of powers and all major decisions have to be submitted to ENL Land’s Board by ENL Limited for approval. In September 2016, Mr Hector Espitalier-Noël has been formally appointed CEO of ENL Land.

> The Directors are aware that The Code recommends that each director should be elected (or re-elected as the case may be) every year at the Annual Meeting of shareholders. The Board applies the provisions of the Company’s Constitution, which provide that, at each Annual Meeting of the Company, one Director, who has been longest in office since his appointment or last re-appointment, retires by rotation and is eligible for re-appointment.

> Re-election of Directors over the age of 70 years is made in compliance with section 138(6) of the Companies Act 2001.

> Newly appointed Directors go through a full induction process in order to become familiar with the Group’s operations, business environment and Senior Management. During the year under review, Messrs. Johan Pilot and Simon-Pierre Rey have been appointed as additional Directors on the Board of ENL Land while Mr Jean Claude Leclézio has resigned as Director in September 2016.

> During the discharge of their duties, the Directors are entitled to seek independent professional advice at the Company’s expense and have access to the records of the Company.

> ENL Land’s Board is led by Mr Jean Noel Humbert, who provides overall leadership to the Board.

> ENL Agri, ENL Property and Rogers are the main subsidiaries of ENL Land. Messrs Jean Raymond Hardy, Johan Pilot and Philippe Espitalier-Noël are the CEOs of ENL Agri, ENL Property and Rogers respectively.

> During the year under review, Mr Hector Espitalier-Noël, Mr Jean Raymond Hardy, Mr Johan Pilot and Mrs Virginie Corneillet sat as Executive Directors of the Company. They reported at all Board meetings of the Company and kept the Directors abreast of developments across the Group.

> The Chief Financial Officer attends all Board meetings and assists in reporting at Board meetings.



> During the year under review, the deliberations by the Board of Directors included the following:

o Approval of the Annual Report for the year ended 30 June 2016;

o Approval of financial results:

- Abridged audited financial statements for the year ended 30 June 2016 for publication purposes;

- The unaudited quarterly consolidated results of the Company for publication purposes.

o Preparation of Annual Meeting held in December 2016;

o Consideration of the reports and recommendations of the Audit and Risk Management Committee and Corporate Governance Committee;

o Declaration and payment of interim and final dividends for the year ended 30 June 2017;

o Review of the Group’s operations as reported by the CEOs of ENL Agri and ENL Property;

o Review of the performance of the Group against budget and assessing the group structure regularly;

o Approval of banking facilities with financial institutions;

o Review of the composition of the Audit and Risk Management Committee;

o Appointment of Mr Hector Espitalier-Noël as CEO of ENL Land;

o Adoption of the ICT Governance Framework;

o Approval of acquisition of additional voting shares in New Mauritius Hotels Limited (“NMH”) and mandatory offer to acquire all the voting shares of NMH not already held by ENL Land or Rogers and Company Limited (“Rogers”);

o Consideration of the Special Investigation initiated by the Financial Services Commission following the acquisition of NMH voting shares by ENL Land and Rogers;

o Approval of the 3-Year Plan (Vision 2020) of the ENL Land Group.

(i) Board profile

The names and profiles of ENL Land’s Directors are disclosed on pages 64 to 67 of the Annual Report.



(ii) Directors’ interests

> Directors inform the Company as soon as they become aware that they are interested in a transaction. The Company Secretary keeps a register of Directors’ interests and ensures that the latter is updated regularly.

> All new Directors are required to notify in writing to the Company Secretary their direct and indirect interests in ENL Land.

> As at 30 June 2017, Directors’ interests in ENL Land’s shares were as follows:

ORDINARY SHARES PREFERENCE SHARES

DIRECT INDIRECT DIRECT INDIRECT

No. of Shares

% No. of Shares

% No. of Shares

% No. of Shares

%

Virginie Corneillet 1,500 0.001 - - - - - -

Eric Espitalier-Noël 105,700 0.036 18,315,890 6.191 - - - -

Gérard Espitalier Noël 162,014 0.055 1,724,788 0.583 - - - -

Gilbert Espitalier-Noël - - 18,141,340 6.132 - - - -

Hector Espitalier-Noël 37,029 0.013 19,570,281 6.615 - - 2,085 0.062

Roger Espitalier Noël 2,316 0.001 2,754,336 0.931 - - - -

Jean Raymond Hardy 11,610 0.004 50,294 0.017 - - - -

Jean Noel Humbert - - - - - - - -

Jean-Pierre Montocchio - - 529,566 0.179 - - 1,513 0.045

Mushtaq Oosman - - - - - - - -

Johan Pilot (appointed on 28 September 2016)

13,700 0.005 - - - - - -

Simon-Pierre Rey (appointed on 28 September 2016)

- - - - - - - -

Jean Claude Leclézio (resigned on 28 September 2016)

- - - - 12,100 0.360 - -



(iii) Share dealings by Directors

> ENL Land’s Board of Directors abides to the principles of the Model Code for Securities Transactions by Directors of Listed Companies as detailed in Appendix 6 of the Listing Rules issued by the Stock Exchange of Mauritius Limited and the Companies Act 2001.

> The Company Secretary keeps the Directors apprised of closed periods and of their responsibilities in respect of the above Code.

> During the financial year under review, none of the Directors have traded in the shares of ENL Land except for the following:

No. of Ordinary shares

Acquired Disposed

Johan Pilot 12,500 -

(iv) Board appraisal

> The Board of Directors has earlier resolved that Board appraisals shall be conducted every two years by the Company, the last one having been carried out in May/June 2016.

> This time frame enables ENL Land to ensure ongoing improvements in governance matters.

(v) Board charter

The Board is of the view that the responsibilities of the Directors should not be confined in a Board charter and has consequently resolved not to adopt a charter.

(vi) Board committees

(a) Corporate Governance Committee

> At 30 June 2017, the Corporate Governance Committee (CGC) of ENL Land consisted of five members and in compliance with The Code, is chaired by an Independent Non-Executive Director and composed of a majority of Non-Executive Directors as detailed below.

Directors Category

Jean Noel Humbert (Chairman) Independent Non-Executive, Chairman

Jean-Pierre Montocchio Independent Non-Executive

Roger Espitalier Noël Non-Executive

Virginie Corneillet Executive

Hector Espitalier-Noël Executive



> Mr Jean Claude Leclézio resigned as member of the CGC and Director of the Company in September 2016.

> The quorum for decisions by the CGC is two members, at least one of which must be an Independent Non-Executive Director.

> The Company Secretary acts as Secretary of the Committee.

> As per its Terms of Reference, the CGC’s main attributions are as follows:

In its capacity as Corporate Governance Committee:

In its capacity as Remuneration Committee:

In its capacity as Nomination Committee:

o determine the Company’s general policy on corporate governance.

o advise the Board on all aspects of corporate governance.

o ensure that the Company and the Group comply with all regulations pertaining to corporate governance.

o prepare the corporate governance report to be published in the Company’s Annual Report.

o review the results of the Board performance evaluation process.

o determine a general policy on executive and Senior Management remuneration.

o determine the level of Non-Executive and Independent Non-Executive Directors’ fees, including remuneration for specific assignments and recommend same to the Board.

o determine remuneration packages for Executive Directors of the Company and recommend same to the Board.

o make recommendations to the Board on the appointment of new Executive, Non-Executive Directors and Senior Managers.

o make recommendations on the composition of the Board(s) in general and the balance between Executive and Non-Executive Directors appointed to the Board.

o ensure that the right balance of skills, expertise and independence is maintained.

o ascertain whether potential new Directors are fit and proper and are not disqualified from being Directors prior to proposed appointment.

o ensure that new Directors are appropriately guided in their duties and responsibilities.

o review the independence of the independent members of the Board(s).

Reporting Responsibilities

o The Committee Chairman shall report formally to the Board on its proceedings after each meeting on all matters within its duties and responsibilities.

o The Committee shall make whatever recommendation to the Board it deems appropriate on any area within its remit where action or improvement is needed.



> The details of attendance to the meetings of the CGC are disclosed on page 84 of the Annual Report.

> During the year under review, Messrs Johan Pilot and Jean Raymond Hardy, CEO of ENL Property and ENL Agri respectively have been invited to attend the CGC when deemed appropriate.

> During the year under review, the CGC has:

o Reviewed and approved the Corporate Governance Report for the year ended 30 June 2016;

o Recommended the re-election of Mr Gilbert Espitalier-Noël in compliance with Section 24.5 of the Constitution;

o Recommended the appointment of Messrs. Simon-Pierre Rey and Johan Pilot as Directors of the Company;

o Reviewed and recommended that the composition of the ARMC be as follows:

Directors Category

Mushtaq Oosman (Chairman) Independent Non-Executive

Simon-Pierre Rey Independent Non-Executive


Eric Espitalier-Noël Non-Executive

o Recommended the appointment of Mr Hector Espitalier-Noël as CEO of ENL Land;

o Reviewed and approved the remuneration/bonus schemes of the personnel of ENL Agri and ENL Property.

(b) Audit and Risk Management Committee

> The Audit and Risk Management Committee (ARMC) is a cornerstone of ENL Land’s system of internal controls and risk management. The Board of Directors has delegated its powers on internal control and risk management to the ARMC which reviews the risk philosophy, strategy and policies of the Group.

> At 30 June 2017, the composition of the ARMC was as hereunder:

Directors Category

Mushtaq Oosman (Chairman) Independent Non-Executive

Simon-Pierre Rey Independent Non-Executive

Eric Espitalier-Noël Non-Executive


> Mr Jean Noel Humbert has resigned as Member of the ARMC in September 2016 following his appointment as Chairman of the Company.

> In compliance with The Code, the ARMC is composed entirely of Non-Executive Directors.

> The quorum for decisions by the ARMC is two members.



> The Company Secretary acts as Secretary of the Committee.

> The Head of the Internal Audit function has ready and regular access to the Chairperson and other members of the ARMC.

> The Terms of Reference of the ARMC are reviewed on an annual basis. The main duties of the ARMC, as per its Terms of Reference are as follows:

Auditors and external audit Financial reporting, reporting and accountability

o Consider and make recommendations to the Board for the appointment, re-appointment and removal of the Company’s external auditor;

o Evaluate the independence and effectiveness of the external auditor, determine its remuneration and terms of engagement;

o Discuss and review, with the external auditor the engagement letter, audit plan, terms, nature and scope of the audit function, procedure and engagement and audit fee;

o Meet privately with the external auditors at least once a year without the presence of Senior Management.

o Review significant accounting and reporting issues and understand their impact on the financial statements;

o Review the annual financial statements, prior to submission and approval by the Board and assess whether the financial statements reflect appropriate accounting principles;

o Meet with management and the external auditors to review the financial statements and the results of the audit;

o To account to the Board for its activities and make recommendations concerning the adoption of the annual and interim financial statements and any area within its remit where action or improvement is needed.

Internal control and Internal Audit Risk management

o Review the Internal Audit function’s compliance with its mandate as approved by the Audit and Risk Management Committee;

o Review the effectiveness of the Company’s systems of internal control, including internal financial control and business risk management and maintaining effective internal control systems;

o Review and approve the Internal Audit charter, Internal Audit plans and Internal Audit’s conclusions with regard to internal control and risk management;

o Review the adequacy of corrective action taken in response to significant internal audit findings;

o Meet the Head of Internal Audit at least once a year, without management being present, to discuss their remit and any issues arising from the internal audits carried out.

o Review and assess the integrity of the risk control systems and ensure that the risk policies and strategies are effectively managed;

o Outline the scope of risk management work;

o Review executive management reports detailing the adequacy and overall effectiveness of the Company’s risk management function and its implementation by management;

o Review risk identification and measurement methodologies.



Ethics, health, safety and environment Compliance, whistleblowing and fraud

o Review statements on ethical standards or requirements for the Company and assisting in developing such standards and requirements;

o Give recommendations on any potential conflict of interest or questionable situations of a material nature;

o Review the development and implementation of health, safety and environmental practices to comply with existing legislative and regulatory frameworks.

o Review the Company’s procedures for detecting fraud;

o Review the Company’s systems and controls for the prevention of bribery and receive reports on non-compliance.

> The details of attendance to the meetings of the ARMC are disclosed on page 84 of the Annual Report.

> During the year under review, Mr Jean Raymond Hardy, CEO of ENL Agri was invited to attend the ARMC when deemed appropriate. Messrs Hector Espitalier-Noël and Johan Pilot were also invited to the aforesaid meeting for all matters pertaining to the property cluster.

> During the year under review, the ARMC:

o Reviewed and recommended to the Board the approval of:

- The audited financial statements for the year ended 30 June 2016;

- The publication of the audited abridged financial statements for the year ended 30 June 2016;

- The publication of the unaudited quarterly consolidated results of the Company;

- The risk management disclosures of the Annual Report 30 June 2016;

o In respect of BDO & Co, the external auditors:

- Recommended the re-appointment of BDO & Co. as auditors for the year ending 30 June 2017;

- Reviewed the management letter issued by BDO & Co. for the year ended 30 June 2016;

- Reviewed and approved the external audit plan for the year ended 30 June 2017;

o In respect of the Internal Audit function:

- In collaboration with the Internal Audit function, refined the processes for the conduct of Internal Audit assignments;

- Examined reports issued by the Internal Audit function following assignments conducted in accordance with the Internal Audit plan and proposed corrective action plans relating to subsidiaries;

- Monitored the implementation of action plans by subsidiaries;

- Reviewed and approved the Internal Audit plan for the year ended 30 June 2017;



o Reviewed the effectiveness of the internal control and risk management systems;

o Reviewed and re-confirmed the Terms of Reference of the ARMC;

o Considered the ongoing legal cases for the ENL Land Group.

> The ARMC confirms that it has fulfilled its responsibilities for the year in compliance with its Terms of Reference.

(vii) Attendance at Board & Committee meetings

The attendance of the Directors at the Board and Committee meetings of the Company was as follows:

Board Audit & Risk Management Committee

Corporate Governance Committee

No. of meetings held 8 6 3

Category Directors Attendance

Executive Virginie Corneillet 8 3

Hector Espitalier-Noël 8

Jean Raymond Hardy 8

Johan Pilot(appointed on 28 September 2016)

6

Non-Executive Eric Espitalier-Noël 6 1

Gérard Espitalier Noël 5

Gilbert Espitalier-Noël 6

Roger Espitalier Noël 7 6 3

Independent Non-Executive

Jean Noel Humbert 8 3

Jean Claude Leclézio(resigned on 28 September 2016)

1

Jean-Pierre Montocchio 7 2

Mushtaq Oosman 7 6

Simon-Pierre Rey(appointed on 28 September 2016)

4 4



(viii) Remuneration of Directors

> ENL Land’s constitution confers upon the Board the power to fix Directors’ emoluments.

> The underlying philosophy is to set remuneration at appropriate level to attract, retain and motivate high calibre personnel and reward in alignment with their individual as well as joint contribution towards the achievement of the Company’s objective and performance, whilst taking into account the current market conditions and Company’s financial position. The Directors are remunerated for their knowledge, experience and insight given to the Board and Committees.

> Any Director who is in full time employment of ENL Land does not receive any additional remuneration for sitting on the Board of Directors.

> Any remuneration perceived by an employee of ENL Land Group in respect of his sitting on the Board of Directors of any other company, is deducted from his yearly remuneration.

> There is no Executive Director approaching retirement.

> The table hereunder lays out the present fee structure, as decided by the Board, following recommendations of the Corporate Governance Committee, for the chairpersons and members of the Board and of its Committees. Each Director’s yearly entitlement consists of a yearly fixed fee and a yearly attendance fee as detailed below:

Category of member Yearly fixed fee Yearly attendance fee

Company Chairman Rs 90,000 Rs 20,000 per meeting (Maximum Rs 100,000 per year)

Board member Rs 45,000 Rs 10,000 per meeting (Maximum Rs 50,000 per year)

Committee Chairman Rs 60,000 Rs 15,000 per meeting (Maximum Rs 60,000 per year)

Committee member Rs 30,000 Rs 7,500 per meeting (Maximum Rs 30,000 per year)



> For the year under review, the actual remuneration and benefits perceived by the Directors are as per below:

Directors Remuneration from the Company (Rs)

Remuneration from subsidiaries (Rs)

Remuneration from companies on which

Director serves as representative of the

Company (Rs)

Virginie Corneillet 147,500 - -

Eric Espitalier-Noël 132,500 794,000 495,000

Gérard Espitalier Noël 95,000 - -

Gilbert Espitalier-Noël 95,000 515,000 -

Hector Espitalier-Noël 95,000 896,500 1,249,400

Roger Espitalier Noël 207,500 95,000 -

Jean Raymond Hardy 95,000 8,322,712 285,486

Jean Noel Humbert 310,000 - -

Jean-Pierre Montocchio 140,000 - -

Mushtaq Oosman 215,000 - -

Johan Pilot (appointed on 28 September 2016)

95,000 6,330,000 -

Simon-Pierre Rey (appointed on 28 September 2016)

145,000 - -

Jean Claude Leclézio (resigned on 28 September 2016)

45,000 - -

4. Profile of the Senior Management team > The main subsidiaries of ENL Land, namely ENL Agri, ENL Property and Rogers are managed by dedicated, focused and

committed teams.

> ENL Land also relies on ENL Limited for a wide range of corporate services such as legal & secretarial, public relations and communication, information communication technology, human resources, internal audit, marketing etc.

> The profile of the Senior Management Team of ENL Land is disclosed on pages 68 to 69 of the Annual Report.



5. Registered office> The registered office of ENL Land is situated at ENL House, Vivéa Business Park, Moka.

6. Related party transactions > Note 38 of the financial statements for the year ended 30 June 2017 set out on page 208 of the Annual Report 2017 details

all the related party transactions between ENL Land or any of its subsidiaries or associates and a Director, chief executive, controlling shareholder or companies owned or controlled by a Director, chief executive or controlling shareholder.

> Shareholders are also apprised of related party transactions through the issue of circulars and press releases by the Company in compliance with the Listing Rules of the Stock Exchange of Mauritius Limited.

7. Share capital> The share capital of ENL Land is composed of 295,847,036 Ordinary and 3,362,261 Non-Voting Convertible Redeemable

Preference shares.

> Non-Voting Convertible Redeemable Preference shares:

o In December 2010, the Company had issued 23,339,257 Non-Voting Convertible Redeemable Preference shares.

o According to the terms of issue, between 1 December 2011 to 15 December 2011, shareholders had been offered the right to convert all or any of the said shares held by them into Ordinary shares of the Company, in the proportion of one Ordinary share for each Non-Voting Preference Share held. As such, 19,976,996 Non-Voting Convertible Redeemable Preference Shares of ENL Land had been converted into 19,976,996 new Ordinary shares ranking pari passu with existing Ordinary shares.

o Post December 2011, the Non-Voting Preference shares remaining in issue are no longer convertible.

o However, those Non-Voting Preference shares are redeemable at the option of the Company as from 1 December 2015.

8. Material clauses of the Company’s constitution > In January 2016, the shareholders have adopted a new constitution for ENL Land. The material clauses of the ENL Land’s

constitution are as follows:

o Fully paid up shares are freely transferable;

o The Company may acquire and hold its own shares;

o A special meeting of shareholders may be called by the Board and shall be so called on the written request of shareholders holding shares carrying together not less than five percent (5%) of the voting rights entitled to be exercised on the issue;



o Proceedings of shareholders’ meetings are governed by the fifth schedule of the Companies Act 2001;

o A Director is not required to hold shares in the Company;

o A quorum for a meeting of the Board is half of the Directors currently in office.

9. Shareholders’ agreement affecting the governance of the Company by the Board> The Directors confirm that, to the best of their knowledge, they are not aware of the existence of any such agreement for the

year under review.

10. Contract between ENL Land and its substantial shareholder> ENL Land has a management contract with ENL Limited (ENL) for the provision of management and corporate services by the

latter.

> The main terms and conditions of the management contract are summarised hereunder:

o The contract is for 5 years and is renewable automatically thereafter for successive terms of 5 years unless either party gives to the other at least 6 months’ written notice of termination of the agreement, at any time before the expiry of any of the 5-year terms.

o Management fee is levied on operating cash flows and net assets, as follows:-

- 2.5% of operating cash flows up to Rs 1,000,000,000;

- 3.5% of operating cash flows from Rs 1,000,000,001 to Rs 1,500,000,000;

- 4.5% of operating cash flows above Rs 1,500,000,001; and

- 0.2% of net assets.

11. Third party management agreements> ENL Property has entered into a development management agreement with Dolphin Coast Marina Estate Ltd for managing the

development of an IRS at La Balise. The contract is remunerated at 3.8% of the total development costs and is discharged by ENL Property;

> As from January 2017, ENL Agri Limited has entered into a management agreement with Circonstance Estate Ltd for the management of the agricultural operations, buildings and land assets of Circonstance Estate Ltd.



12. Internal control

The Board is responsible for the system of internal control and risk management of the Group and its subsidiaries. The Board is committed to continuously maintain adequate control procedures with a view to safeguard the assets and reputation of the Group. Areas with high residual risks are continuously assessed and reviewed with the assistance of the Internal Audit department.

Management is accountable to the Board for the design, implementation and enforcement of internal controls, ensuring that the associated processes and systems are operating satisfactorily. The Board derives assurance that the internal control systems are effective through the lines of defence: (i) Management of each subsidiary is appraised regularly in respect of performance and operations, and (ii) the Internal Audit function in accordance with their Internal Audit plan. This is in line with the Internal Control Policy and Framework of ENL Limited which emphasises on the need for the Company and its subsidiaries to have an adequate internal control system in place.

In the design of the internal control system, entities are encouraged to have the ‘right balance of internal controls’ whereby the effort, costs, and time involved in operating these controls is balanced against the nature and significance of the risks they mitigate. This is well summarised in the diagram below which highlights that an optimal level of internal controls is an important consideration for higher performance and value creation.

Too little• Unknown “leakages” in systems • Erratic performance• Poor discipline

Too much• Overspending on controls• Bureaucratic culture• Predictable performance

Optimal• Disciplined culture• High degree of control consciousness• Enhanced performance

Source: Smart Control: Transforming controls to reduce cost, enable growth and keep the business safe, EY, 2013.



13. Internal Audit

ENL Limited (ENL) provides Internal Audit services to ENL Land and its subsidiaries, with the exception of Rogers and Company Limited and the latter’s direct subsidiaries (thereafter referred to as ‘Rogers’). The services provided to ENL Land are in accordance with the terms of a management contract that binds ENL and ENL Land. ENL’s Internal Audit department is adequately staffed with qualified auditors and certified internal auditor. ENL’s Head of Internal Audit functionally reports to the Company’s Audit and Risk Management Committee (ARMC) on all Internal Audit issues of the Group.

The Internal Audit function at Rogers is carried out by the Risk & Audit department, an independent in-house business unit operating within a framework aligned with the various policies in existence at this company. The Head of Internal Audit and Risk Management of Rogers reports to the Risk Management and Audit Committee (RMAC) of Rogers.

The Internal Audit department operates in line with the Internal Audit Charter and provides independent assurance to the ARMC as to the adequacy and effectiveness of governance, risk management and internal controls. It has unrestricted access to review all activities and transactions undertaken within the Group and to appraise and report thereon. The Internal Audit department applies a risk based methodology that enables it to provide assurance on controls that address high risk areas and therefore help with the strengthening of the internal controls framework. This in turn supports the achievement of strategic objectives thus, enhancing organisational value for stakeholders.

“The Audit and Risk Management Committee relies on the Internal Audit

function to provide Committee members with reliable, astute and value-added

information for delivering our duty.”

Mushtaq OosmanChairman of ARMC


The key drivers that guide the Internal Audit department of ENL in delivering effective results are:

Internal Audit

Monitoring& compliance

Add valuefor the

business Driveef�ciency &performance


Internal Audit activities are carried out in line with the Internal Audit plan, as approved by the ARMC, prior to the start of each financial year. ENL’s Head of Internal Audit is invited to all meetings of the ARMC and is entitled to convene a special meeting of the Committee in order to deal with any matter which he considers to be urgent. A follow-up mechanism is also in place to facilitate the monitoring of progress of audit-related matters. The Internal Audit department works closely with the external auditors in sharing of Internal Audit findings. It also coordinates governance, risk and internal control related activities with other internal functions and business partners to optimise the level of service to the Group and avoid duplication.

During the year ended 30 June 2017, the main tasks carried out by the Internal Audit department of ENL for ENL Land were as follows:

> Providing assurance on internal controls in accordance with the Internal Audit plan. The key areas reviewed at entities of ENL Land related to ENL Agribusiness and ENL Property clusters.

ENL Agri Limited and its subsidiaries ENL Property Limited and its subsidiaries

Internal Audit engagements

• Review over key processes supporting land de-rocking, preparation and cane plantation.

• Follow-up over retention monies due for a specific subsidiary;

• Review over processes underpinning delivery of services with respect to syndic management; and

• Processes underpinning preparation and replies of quotations/’tenders’ requests from customers.

• Post-construction audits, for completed projects, with areas of focus being accounting and processes underpinning revenue and construction costs;

• Review over business operations for a specific subsidiary; and

• Review over payroll, human resources and training for a specific subsidiary.

> Operational and Senior Management being apprised of salient audit observations and action plans during closing meetings held following completion of Internal Audit engagements. Such forums are intended to validate and prioritise on the importance of management action plans for addressing internal control deficiencies or improvements. The Internal Audit reports are subsequently reported to Senior Management and ARMC of ENL Land.

> Conducting detailed follow-up of action plans of previous Internal Audit reports, to appraise their implementation status, which are reported to the Senior Management and ARMC for monitoring;

> Collaborating with external auditors and sharing of audit findings;

> Attending to special reviews and assignments made at the request of management and the ARMC, as and when required; and

> Preparing the Internal Audit plan for year ending 30 June 2018 for approval by the ARMC.



Initiatives : Revisiting Internal Audit’s strategic direction as per ENL’s Vision 2020

In line with ENL’s Vision 2020, the Internal Audit strategic direction has been aligned with the defined enablers. The following table summarises the key initiatives of the Internal Audit function in line with the four strategic enablers:

Client centricity Innovation Operational efficiency Management commitment

• Explore use of ‘Continuous audit’ for specific entities;

• Enhance ‘Risk culture’;

• Raise awareness on ‘Good governance & ethics’.

• Promoting new service lines and build in-house skills:

o Governance and risk management,

o Non-financial audits,

o IT and forensic.

• Enhance ‘Internal Audit methodology’ in line with IIA Standards;

• Explore investment in ‘IT software-analytics’.

• Continuous training and building competencies;

• Talent management and employee engagement.

These initiatives will pave the way to reinforce the Internal Audit function as a trusted business advisor while fulfilling its role as the third line of defence. The journey to reach this desired level can be summarised in the diagram below.

Providing value-added services and proactive strategic advice to the business well beyond the effective and ef�cient execution of the audit plan

Taking a more proactive role in suggesting meaningful improvements and providing assurance around risk

Bringing analysis and perspective on root causes of issues identi�ed in audit �ndings business units take corrective action

Delivering objective assurance on the effectiveness of an organisation’s internal controls

Trusted advisor

Insight generator

Problem solver

Assurance provider

Unrealised value

Align expectations

Build capabilities

Deliver quality

Increase value

Internal Audit - ‘Journey to capture unrealised value’

Source: PwC’s, Higher performance by design: A blueprint for change

The Internal Audit department presently positions itself between the problem solver and insight generator categories.



Internal Audit (assurance) methodology:

A snapshot of the improved Internal Audit (assurance) methodology in the planning, performance and delivery of engagements is illustrated in the graphic below:

(i) ‘Planning and scoping’ of engagements whereby the Internal Audit plan is prepared annually to provide assurance on processes and controls that mitigate significant risk exposures of the business, and is approved by the ARMC prior to start of the financial year.

(ii) Conducting ‘Assurance assignment’ whereby business activities and processes are understood, risks and controls are evaluated, audit tests of internal controls are carried out and observations as well as corresponding action plans to strengthen the internal controls are formulated.

(iii) ‘Reporting of findings’, representing the last stage of the audit lifecycle whereby observations and action plans are shared and discussed with Operational Management, Senior Management and ARMC. Action plans, as agreed with Operational Management, are monitored via the follow-up mechanism to independently ascertain whether risk exposures are effectively mitigated.

Assurance advisory

Internal Audit (assurance) methodology

INTERNAL AUDIT ASSIGNMENT

PLANNING AND SCOPING

Value creationMonitoring and compliance

Efficiency and performance

OUR DRIVERS

Quality review & assurance

OUR SERVICES

REPORTING OF FINDINGS

Reporting Follow-up of action plans

Risk assessment

InternalAudit plan

ARMCapproval

Business & process understanding

Evaluate risks & controls

Observations & action plans

Audittests

Quality review and assurance, of the work and reports submitted by the Internal Audit (assurance) team, is pervasive throughout each stage of the audit lifecycle to ensure that audit objectives have been effectively fulfilled.



14. Risk managementThe activities of the risk management processes of ENL Land are explained on pages 34 to 50 of the Annual Report.

15. Share option plansENL Land has no share option plans.

16. Code of ethicsENL Code of ethics is underpinned by ENL’s values and puts forward 10 principles which reflect ethical behaviours and attitudes expected from ENL employees and governing bodies of ENL. The principles and rules formulated in the Code do not replace local legislation in the countries where ENL operates. The Code also provides an ethics enabling mechanism in event of ethical breaches.

our principlesWe embody respect and fair treatment

We care for our people

We behave with integrity

We care for our island and our planet

We protect and use company information and IT assets properly

We deliver to our shareholders

We avoid con�ict of interests

We protect our assets

We put our heart in serving our customers

We build sustainable partnerships.

“We are committed, through this Code of ethics, to further strengthen our

governance structure as we strongly believe that a company which adopts sound management principles will be

in a better position to grow its wealth in the long-run and to transmit its values

to next generations.”

Hector Espitalier-NoëlGroup CEO – ENL Limited


ENL Land is committed to the highest standards of integrity and ethical conduct in dealing with all its stakeholders.

The Code has been disseminated amongst all the employees and the respective governing bodies. New joiners are remitted a copy of the Code and are required to adhere to its content upon their induction.

The Code also outlines that ENL Directors and employees shall be required to acknowledge on a yearly basis that they have read, understood and agreed to comply with the principles of the Code. During the year ended 30 June 2017, the Group and HR functions of ENL facilitated the renewal of adherence process for ENL Directors and employees.


17. Safety and health > The Group’s businesses are committed to ensuring

and maintaining the highest standards of safety and health for its employees and other people concerned with the Group’s activities.

> The safety and health of our employees is important for the smooth running and cost-effectiveness of the business. The co-operation of all concerned in identifying hazards and controlling risks is thus of paramount importance.

> To meet these commitments, the Company and its subsidiaries:

o comply with The Occupational Safety and Health Act No 28 of 2005 and other related legislative and regulatory frameworks.

o provide its employees with sufficient information, instruction, training, and supervision to enable them to carry out their functions and responsibilities in a safe and efficient manner.

o encourage employees to enter into open dialogue with management relating to any issue of concern on matters of safety and health.

o consult Safety and Health representatives during Safety and Health committees and audits.

o wherever applicable, subsidiaries have employed Health and Safety officers and/or established Health and Safety Committees to ensure that the legal framework is complied with and contribute to the well-being of their employees.

> During the year under review, 31 employees of ENL Land Group (excluding employees of Rogers Group) were trained in First aid.

18. Company Secretary > In accordance with the terms of ENL Land’s management

contract with ENL Limited, the latter provides corporate secretarial services to the Company.

> All Directors have access to the advice and services of the Company Secretary, delegated by ENL Limited.

> The Company Secretary is responsible to the Board for ensuring proper administration of Board proceedings.

> The Company Secretary provides guidance to Directors on matters of company law and with regard to their responsibilities in the statutory environment in which the Company operates.

19. Human capitalPlease refer to pages 52 to 56 of the Annual Report.

20. Auditor’s feesThe fees paid to the auditors for audit and other services are disclosed on page 100 of the Annual Report.

21. DonationsThe aggregate amounts of political and other donations made during the year under review are disclosed on page 100 of the Annual Report.

22. Building sustainabilityA full report on Social capital is set out on pages 58 to 61.



23. New National Code of Corporate Governance (2016)

The new Code of Corporate Governance (2016) for Mauritius was launched on 13 February 2017 and will be implemented across the Group during the financial year ending 30 June 2018.

Laowmila B Arlandoo, ACIS

For ENL Limited

Company Secretary

28 September 2017



Other statutory disclosures(Pursuant to Section 221 of The Companies Act 2001 and Section 88 of The Securities Act 2005)

30 June 2017

Activities

The activities of the ENL Land Group are disclosed on pages 16 to 33 of the Annual Report 2017.

Directors

The Directors of the Company are listed on pages 64 to 67 of the Annual Report 2017. A list of the Directors of the subsidiary companies is given on pages 214 to 219 of the Annual Report 2017.

Directors’ service contracts

None of the Directors of the Company and of the subsidiaries have service contracts that need to be disclosed under Section 221 of the Companies Act 2001.

Directors’ remuneration and benefits

Total remuneration and benefits received, or due and receivable, by the Directors from the Company and its subsidiaries were as follows:

Directors of ENL Land From the Company From the subsidiaries2017 2016 2017 2016

Rs’000 Rs’000 Rs’000 Rs’000Executive DirectorsFull-time 190 95 13,316 6,862Part-time 243 128 896 797Non-Executive Directors 1,385 1,336 1,404 1,245Post-employment benefits – Executive Directors - - 1,749 -

1,818 1,559 17,365 8,904

BOARD OF DIRECTORS’ STATEMENTS

board of directors’ statements


Directors of subsidiary companies who are not Directors of the Company 2017 2016Rs’000 Rs’000

Executive Directors (2017: 53; 2016: 43)

Full-time 240,285 212,536Part-time - -Non-Executive Directors (2017: 87; 2016: 88) 3,360 4,659Post employment benefits – Executive Directors 2,862 2,406

246,507 219,601

Directors’ interests in shares

(i) The interests of the Directors in the shares of ENL Land Ltd as at 30 June 2017 are found on page 78.

(ii) As at 30 June 2017, none of the Directors, except for those detailed below, held any direct interests in the equity of the subsidiaries of the Company:

Ascencia Ltd(Class A shares)

Rogers and Company Limited

No. of shares (%) No. of shares (%)Virginie Corneillet - - 1,900 0.0008Gilbert Espitalier-Noël - - 18,320 0.0073Gérard Espitalier Noël 3,400 0.0008 2,400 0.0010Jean Raymond Hardy - - 17,000 0.0067

Jean-Pierre Montocchio - - 52,590 0.0209

Johan Pilot 11,600 0.0027 - -




Direct and indirect interests of senior officers (excluding Directors) in the equity or debt securities of ENL Land Ltd or any subsidiaries

(i) As at 30 June 2017, none of the senior officers (excluding Directors) held any direct or indirect interests in the equity of the Company.

(ii) As at 30 June 2017, the following senior officer (excluding Directors) held direct interest in the equity of the subsidiaries of the Company as detailed below:

Rogers and Company Limited

No. of shares (%)

Philippe Espitalier-Noël 23,800 0.0094

Indemnities and insurance

A Directors’ and officers’ liability insurance policy has been subscribed to by the holding Company. The policy provides cover for the risks arising out of the acts or omissions of the Directors and Officers of the Company. The cover does not provide insurance against fraudulent, malicious or willful acts or omissions.

Contracts of significance

During the year under review, there was no contract of significance to which ENL Land, or one of its subsidiaries was a party and in which a Director of ENL Land was materially interested either directly or indirectly.

Shareholders

At 28 August 2017, the following shareholders were directly or indirectly interested in more than 5% of the ordinary share capital of the company:

Name of shareholders Interest (%)

ENL Limited 52.88

ENL Finance Limited 16.19



Donations Group CompanyDonations made during the year: 2017 2016 2017 2016• Political (Rs’000) 3,200 750 1,600 750

• Corporate Social Responsibility (Rs’000)Statutory 8,462 2,856 7 1Voluntary 8,738 4,784 4,993 3,408Number of institutions 498 425 130 166

Auditors’ remuneration Group Company2017 2016 2017 2016

Audit fees paid to: Rs’000 Rs’000 Rs’000 Rs’000BDO & Co 15,458 15,173 1,050 1,000Other firms 7,600 7,400 - -

Fees paid for the other services provided by:BDO & Co 4,050 3,825 - 1,325Other firms 7,000 8,500 - -

Other services provided by BDO & Co. relate to assistance in the preparation of information memorandum, amalgamation proposal and limited review of some subsidiaries and consultancy services (2016: transaction advisory services in respect of amalgamation of ENL Land Ltd and ENL Investment Limited and consultancy services).

Approved by the Board of Directors on 28 September 2017

Jean Noel Humbert Hector Espitalier-NoëlChairman Director


Statement of Directors’ responsibilities In respect of financial statements

Company law requires the Directors to prepare financial statements for each financial year, which present fairly the financial position, financial performance and cash flow of the Company. In preparing those financial statements, the Directors are required to:

> select suitable accounting policies and then apply them consistently;

> make judgments and estimates that are reasonable and prudent;

> state whether International Financial Reporting Standards have been followed and complied with;

> prepare the financial statements on a going-concern basis unless it is inappropriate to presume that the Company will continue in business; and

> ensure that the Code of Corporate Governance has been adhered to and in case of non-compliance, reason has been provided accordingly.

The Directors confirm that they have complied with the above requirements in preparing the Company’s financial statements.

The external auditors are responsible for reporting on whether the financial statements are fairly presented.

The Directors are responsible for keeping proper accounting records, which disclose with reasonable accuracy the financial position of the Company at any time and enable them to ensure that the financial statements comply with The Companies Act 2001. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps to prevent and detect fraud and other irregularities.

The Board is responsible for the system of internal control and risk management for the Company and its subsidiaries. The Board is committed to continuously maintain a sound system of risk management and adequate control procedures with a view to safeguarding the assets of the Group.

The Board believes that the Group’s systems of internal control and risk management provide reasonable assurance that control and risk issues are identified, reported on and dealt with appropriately.

ENL Land is serviced with Internal Audit services in accordance with the terms of the management contract which the Company has with ENL Limited. ENL’s Internal Audit department also conducts regular audits at ENL Land’s subsidiaries. ENL’s Head of Internal Audit reports independently to the Company’s Audit and Risk Management Committee on all Internal Audit issues.

Nothing has come to the Board’s attention, to indicate any material breakdown in the functioning of the internal controls and systems during the period under review, which could have a material impact on the business. The financial statements are prepared from the accounting records on the basis of consistent use of appropriate accounting policies supported by reasonable and prudent judgments and estimates that fairly present the state of affairs of the Group and the Company.



Statement of compliance(Section 75 (3) of the Financial Reporting Act)

Name of Public Interest Entity (‘PIE’): ENL Land Ltd

Reporting Period: 1 July 2016 to 30 June 2017

We, the Directors of ENL Land Ltd, confirm that to the best of our knowledge, the PIE has not complied with Sections 2.2.6 and 2.10 of the Code of Corporate Governance. The reasons for non-compliance are detailed on pages 76 and 79 of the Corporate governance report.

Jean Noel Humbert Hector Espitalier-NoëlChairman Director

28 September 2017



COMPANY SECRETARY’S CERTIFICATE

company secretary’s certificate

(Pursuant to Section 166(d) of The Companies Act 2001)

We certify that, to the best of our knowledge and belief, the Company has filed with the Registrar of Companies all such returns as are required of the Company under The Companies Act 2001.

Laowmila B Arlandoo, ACISFor ENL LimitedCompany Secretary

28 September 2017


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FINANCIAL REVIEW

Independent auditors’ reportto the shareholders of ENL Land Ltd

This report is made solely to the members of ENL Land Ltd (the “Company”), as a body, in accordance with Section 205 of the Companies Act 2001. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Report on the audit of the Financial Statements

Opinion

We have audited the consolidated financial statements of ENL Land Ltd and its subsidiaries (the Group), and the Company’s separate financial statements on pages 115 to 211 which comprise the statements of financial position as at June 30, 2017, and the statements of profit or loss and other comprehensive income, statements of changes in equity and statements of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the financial statements on pages 115 to 211 give a true and fair view of the financial position of the Group and of the Company as at June 30, 2017, and of their financial performance and their cash flows for the year then ended in accordance with International Financial Reporting Standards and comply with the Companies Act 2001.

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Group and of the Company in accordance with the International Ethics Standards Board for Accountants’ Code of Ethics for Professional Accountants (IESBA Code) together with the ethical requirements that are relevant to our audit of the financial statements in Mauritius, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.


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Report on the Financial Statements

1 The Company - Valuation/Impairment of investments in subsidiaries, associates, joint ventures , financial assets and held-for-trading securities

Key Audit Matter

The Company carries its investments in subsidiaries, associates, financial assets and held-for-trading securities at fair value. At 30 June 2017, total investments amounted to Rs.14.6 billion. In view of the significance of those investments and due to the fact that the fair value exercise involves the use of estimates and judgements. we considered investments to be a significant key audit matter

The identification of impairment events and the determination of an impairment charge also require the application of significant judgement by management, in particular with respect to the timing, quantity and estimation of future cash flows.

Related Disclosures

Refer to note [9 to 11] of the accompanying financial statements.

Audit Response

In our audit approach, we reviewed the valuation methods used and discussed with Independant valuer regarding the reasonableness of the basis and assumptions used. We also verified the inputs used in the fair value computation.

Our audit response also consisted of analysing the possible indications of impairment and discussed them with the Independent valuer and management. We discussed the forecasted results of the subsidiaries with management, and also reviewed the substantiation of the forecasts based on historical information.

2 The Group and the Company - Land and buildings and investment properties

Key Audit Matter

As at June 30, 2017, the Group and the company had property, plant and equipment which included land and buildings amounting to Rs.19 billion and Rs.10.4 billion and investment properties amounting to Rs.20.2 billion and Rs.3.1 billion respectively. The significance of the land, buildings and investment properties on the statement of financial position resulted in them being identified as a key audit matter.

Land and buildings are stated at their fair value based on periodic valuations by directors of the Group subsequent to valuation carried out by external valuers, less subsequent depreciation for buildings. The fair value of land and buildings is arrived by using the market value approach.

Investment properties are measured initially at cost, including transaction costs. Subsequent to initial recognition, investment properties are carried at fair value as determined annually by the directors subsequent to the valuation carried out by external valuers which is based on the discounted cash flow model, residual value approach and open-market basis as appropriate.


FINANCIAL REVIEW


2 The Group and the Company - Land and buildings and investment properties (cont’d)

Related Disclosures

Refer to note [5 and 7] of the accompanying financial statements.

Audit Response

We tested the key inputs to the valuation of the Group’s land and building and investment properties as follows:

– Assessment and discussion of management’s process for the valuation exercise and appointment of the external valuers. We also assessed the competence, independence and integrity of the external valuers.

– Obtained the external valuation reports and discussed with the external valuers about the results of their work on a sample of properties. We discussed and challenged the valuation process, performance of the portfolio, significant judgments and assumptions applied to the valuation model, including yields, occupancy rates, capitalisation rates and lease incentives. We benchmarked and challenged the key assumptions to external industry data and comparable property valuation.

– Testing the integrity of a sample of the data provided to the external valuers. This included verifying a sample of information provided to the external valuers to underlying lease agreements.

– Testing land values by comparing the values used by the valuers to land values of similar characteristics.

Our audit procedures included testing of design, existence and operating effectiveness of internal control procedures implemented as well as test of detail to ensure completeness and accuracy of the land and building and investment properties through the following:

– Ensured the estimated remaining useful lives and residual values of land and buildings is reasonable, by comparing the directors’ estimates to the useful lives of assets with similar characteristics.

– Reviewed the Group’s depreciation policy for land and building and verified the inputs to the calculation.

– Performed predictive tests on depreciation charge.

– Checked consistency and reasonableness of the component allocation with previous years.

3 The Group - Assessment of net realizable value of inventories

Key Audit Matter

Inventory is carried in the financial statements at the lower of cost and net realisable value. The net carrying value of inventory at 30 June 2017 was Rs.1.1 billion. The exercise for the assessment of the net realisable value involves the use of judgement and assumptions.

Moreover, the fair value exercise involves the use of estimates and judgements. The identification of impairment events and the determination of an impairment charge also require the application of significant judgement by management, in particular with respect to the timing, quantity and estimation of future cash flows.


FINANCIAL REVIEW


3 The Group - Assessment of net realizable value of inventories (cont’d)

Audit Response

Our audit procedures were designed to challenge the basis used for assessing the net realisable value of inventory and included:

– Examining the subsidiaries’ historical trading patterns of inventory sold at full price and inventory sold below full price, in order to gain comfort that stock has not been sold below cost; and

– Assessing the appropriateness of the percentages applied to arrive at the net realisable value by challenging the assumptions made by the Directors on the extent to which older inventory can be sold.

4 The Group - Trade debtors recoverability

Key Audit Matter

The recoverability of trade receivables and the level of provisions for impairment of receivables are considered to be a significant risk due to the pervasive nature of these balances to the financial statements, and the importance of cash collection with reference to the working capital management of the business. At 30 June 2017, trade receivables amounted to Rs.1.6 billion, net of provision of Rs.190 million.

Related Disclosures

Refer to note [15] of the accompanying financial statements.

Audit Response

We have:

– assessed the design and implementation of key controls around the monitoring of recoverability;

– challenged management regarding the level and ageing of trade receivables, along with the consistency and appropriateness of receivables provisioning by assessing recoverability with reference to cash received in respect of debtors. In addition we have considered the Group’s previous experience of bad debt exposure and the individual counter-party credit risk;

– tested these balances on a sample basis through agreement to post period end invoicing and cash receipt; and

– considered the consistency of judgments regarding the recoverability of trade receivables made year on year to consider whether there is evidence of management bias through discussion with management on their rationale and obtaining evidence to support judgement areas.


FINANCIAL REVIEW


5 The Group - Assessment of impairment of goodwill

Key Audit Matter

Goodwill amounts to Rs.841 million as at 30 June 2017. Management tests goodwill for impairment annually and whether there are indications of impairment. This test and assessment are largely based on expected future cash flows from the latest management planning, extrapolated on the basis of long term revenue expected growth rates and assumptions with regard to terminal values and discount rates. The judgements and the estimates applied in these calculations results in the carrying value of the goodwill being identified as a key audit matter.

Related Disclosures


Audit Response

– We checked the validity and reasonableness of the forecasts in line with the assumptions used.

– We performed procedures relating to the disclosures on impairment testing included in the financial statements, looking specifically at the disclosure of assumptions that have the most significant effect on the determination of the recoverable amount of goodwill. In connection with this, we verified whether these disclosures are adequate and provide sufficient insight into the disclosed assumptions and sensitivities of the assumptions underlying the valuation.

– We reviewed the latest management decision with regards to the business model to assess whether the assumptions are in line with the valuation assumptions made.

6 The Group - Revenue recognition

Key Audit Matter

The Group’s revenue is made up of sales of goods and services, property, sugar and diversification proceeds, interest, dividend, management fees and rental income . Revenue is measured at the fair value of the consideration received or receivable after eliminating sales within the Group. We focussed on this area due to the significance value of revenue for the Group and the risk attached to the timing of recognition of revenue.

Related Disclosures


Audit Response

Our audit procedures to address the risk of material misstatement relating to revenue recognition included:

– An understanding of key controls management has in place to ensure that revenue is recognised in the appropriate period and in line with the respective terms and conditions.

– Testing the operating effectiveness of the key controls, the information used and management’s review and approval of revenue recognised.

– Ensuring completeness of income through substantive tests performed, analytical review procedures and cut off tests on the revenue recognised

– Obtained explanation from management on major variations noted.

– Obtained confirmation from component auditors on the revenues accounted at group level and any major unadjusted items and weaknesses were reported.

– Ensure all intergroup revenue are eliminated.


FINANCIAL REVIEW


6 The Group - Revenue recognition (cont’d)

Other Information

Directors are responsible for the other information. The other information comprises of the following reports (but does not include the financial statements and our auditor’s report thereon), which we obtained prior to the date of this auditor’s report:

– Key highlights

– Group

– Value creation model

– CEO’s review including segment’s review

– Risk management

– Human capital

– Social capital

– Leaders

– Corporate governance

– Board of directors’ statements

Corporate information

Our opinion on the financial statements does not cover the other information and we do not and will not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

If, based on the work we have performed on the other information that we obtained prior to the date of this auditor’s report, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

When we read the annual report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance.

Responsibilities of Directors and Those Charged with Governance for the Financial Statements

The directors are responsible for the preparation and fair presentation of the financial statements in accordance with International Financial Reporting Standards and in compliance with the requirements of the Companies Act 2001, and for such internal control as the directors determine is necessary to enable the preparation of the financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the Group and the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group and the Company or to cease operations, or have no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Group and the Company’s financial reporting process.


FINANCIAL REVIEW


6 The Group - Revenue recognition (cont’d)

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit 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 Group and the Company’s internal control.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by directors.

• Conclude on the appropriateness of directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group and the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group and the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.


FINANCIAL REVIEW


We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

Companies Act 2001

We have no relationship with, or interests in, the Company or any of its subsidiaries, other than in our capacity as auditors, business advisers and dealings in the ordinary course of business.

We have obtained all information and explanations we have required.

In our opinion, proper accounting records have been kept by the Company as far as it appears from our examination of those records.

Financial Reporting Act 2004

The Directors are responsible for preparing the corporate governance report. Our responsibility is to report the extent of compliance with the Code of Corporate Governance as disclosed in the annual report and on whether the disclosure is consistent with the requirements of the Code.

In our opinion, the disclosure in the annual report is consistent with the requirements of the Code.

BDO & CO Rookaya Ghanty, F.C.C.A.Chartered Accountants Licensed by FRCPort Louis, Mauritius.

28 September 2017


FINANCIAL REVIEW

JUNE 30, 2017

Statements of Financial Position

THE GROUP THE COMPANY 2017 2016 2017 2016

ASSETS Notes Rs.’000 Rs.’000 Rs.’000 Rs.’000Non-current assetsProperty, plant and equipment 5 20,207,350 18,639,129 10,450,014 10,262,921 Deferred expenditure 6 18,849 20,845 18,849 20,845 Investment properties 7 20,222,424 17,988,154 3,122,470 3,021,675 Intangible assets 8 1,462,044 1,369,584 25,813 25,813 Investments in subsidiary companies 9 - - 12,186,844 10,699,961 Investments in associated companies 10 8,618,076 8,112,536 1,640,390 1,255,640 Investments in financial assets 11 1,495,632 1,399,841 686,411 654,941 Non-current receivables 12 74,100 86,200 758,750 758,750 Deferred tax assets 26 29,030 16,848 - -

52,127,505 47,633,137 28,889,541 26,700,546 Current assetsConsumable biological assets 13 351,747 394,951 - - Inventories 14 1,142,487 1,683,567 - - Trade and other receivables 15 2,929,196 3,548,380 79,297 44,169 Receivable from group companies 16 16,289 35,501 608,469 724,316 Held for trading securities 11 56,175 48,824 56,175 48,824 Cash in hand and at bank 1,107,129 1,229,818 10,345 6,141

5,603,023 6,941,041 754,286 823,450 Non-current assets classified as held for sale 17 76,204 50,186 122,405 1,414,060 Total assets 57,806,732 54,624,364 29,766,232 28,938,056 EQUITY AND LIABILITIESCapital and reservesShare capital 18 7,185,683 7,185,683 7,185,683 7,185,683 Revaluation, fair value and other reserves 19 9,592,245 8,221,518 10,699,738 11,484,754 Retained earnings 10,001,151 10,300,770 7,844,089 6,692,180 Equity holders’ interests 26,779,079 25,707,971 25,729,510 25,362,617 Non controlling interests 10,692,249 9,592,405 - - Total equity 37,471,328 35,300,376 25,729,510 25,362,617 Non-current liabilitiesBorrowings 20 10,713,552 10,204,471 1,756,537 1,848,566 Retirement benefit obligations 21 615,281 570,759 241,965 206,978 Debentures 22 355,700 299,800 - - Deferred tax liabilities 26 549,146 390,368 - -

12,233,679 11,465,398 1,998,502 2,055,544 Current liabilitiesTrade and other payables 23 3,465,915 4,162,727 239,652 245,155 Payable to group companies 24 182,130 222,464 149,206 224,627 Borrowings 20 4,248,184 3,228,037 1,465,398 845,440 Current tax liabilities 21,532 40,689 - - Proposed dividends 27 183,964 204,673 183,964 204,673

8,101,725 7,858,590 2,038,220 1,519,895 Total equity and liabilities 57,806,732 54,624,364 29,766,232 28,938,056

The financial statements were approved for issue by the Board of Directors on 28 September 2017

Jean Noel HumbertChairman

Hector Espitalier-NoëlDirector

The notes on pages 121 to 211 form an integral part of the financial statements. Auditors’ report on pages 107 to 114.


FINANCIAL REVIEW

YEAR ENDED JUNE 30, 2017

Statements of Profit or Loss and Other Comprehensive Income

THE GROUP THE COMPANY

Notes 2017 2016 2017 2016

Rs.’000 Rs.’000 Rs.’000 Rs.’000Sales 28 9,704,954 5,638,717 - - Cost of sales (8,545,136) (4,936,368) - - Gross profit 1,159,818 702,349 - - Sugar and agricultural diversification proceeds 28 788,499 550,822 - - Investment and other income 28 60,943 38,002 247,465 283,353 Other operating income 28 142,654 102,940 61,049 82,546

2,151,914 1,394,113 308,514 365,899 Other operating expenses (1,020,503) (799,827) (212,710) (145,486)Depreciation and amortisation charge (96,350) (106,793) (8,719) (9,504)Movement in consumable biological assets 13 (43,204) 34,366 - - Operating profit 991,857 521,859 87,085 210,909 Profit/(loss) on disposal of land and buildings 79,311 (6,161) 274,306 61,788 Loss on disposal of investments (16,035) (66,615) - - Compensation for waiver of rights to lessee on land and building 872 6,287 872 6,287 Compensation for loss on cane land - - - (8,774)Impairment of investments (74) - (189,200) (10,500)Fair value gain on investment properties 7 1,134,089 627,171 91,850 140,741 Fair value adjustment on held for trading securities 11 7,351 (3,589) 7,351 (3,589)Bargain purchase 124,078 150,516 - - Fair value loss arising on business combination - (139,334) - - Acquisition related costs - (12,763) - - Profit on sale of business 3,498 - - - Share of profits less losses of associates and jointly controlled entities, net of tax 85,545 173,209 - - Finance costs 30 (857,235) (556,028) (173,389) (145,633)Profit before taxation 29 1,553,257 694,552 98,875 251,229 Income tax (expense)/credit 25 (155,885) (58,699) (54) 8,730 Profit for the year 1,397,372 635,853 98,821 259,959 Other comprehensive income Items that may be reclassified subsequently to profit or loss:Fair value movement on investments 71,644 36,140 307,564 1,518,856 Share of other comprehensive income of associates (119,466) (56,702) - - Items that will not be reclassified subsequently to profit or loss:Remeasurements of post employment benefit obligations, net of deferred tax (14,348) 4,534 (33,359) 566 Surplus on revaluation of land and buildings, net of deferred tax 1,361,469 - 349,697 - Release to income on sale and impairment of investments 5,651 - 2,684 - Exchange difference on translation of foreign entities (17,700) (31,011) - - Other comprehensive income for the year, net of tax 1,287,250 (47,039) 626,586 1,519,422 Total comprehensive income for the year 2,684,622 588,814 725,407 1,779,381 Profit attributable to:Equity holders of the company 832,052 347,489 98,821 259,959 Non controlling interests 565,320 288,364 - -

1,397,372 635,853 98,821 259,959 Total comprehensive income attributable to:Equity holders of the company 1,508,821 326,991 725,407 1,779,381 Non controlling interests 1,175,801 261,823 - -

2,684,622 588,814 725,407 1,779,381 Basic earnings per share 31 Rs. 2.78 1.31 0.30 0.97



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Statements of Changes in Equity

Attributable to owners of the parentFair value, revaluation

and other reserves Retained earnings

NoteShare

capital

Company and

subsidiariesAssociated companies

Holding and subsidiaries

Associated companies Total

Non controlling

interests TotalRs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000

THE GROUPBalance at July 1, 2016 7,185,683 7,877,117 344,401 8,937,268 1,363,502 25,707,971 9,592,405 35,300,376 Acquisition and deconsolidation of group companies - 4,062 - 8,840 (1,553) 11,349 4,851 16,200

Effect of change in ownership not resulting in loss of control - 31 - (84,919) (1,658) (86,546) 37,376 (49,170)

Issue of shares in subsidiary attributable to non controlling shareholders

- - - - - - 137,200 137,200

Capital reduction in subsidiaries attributable to non controlling shareholders

- - - - - - 16,864 16,864

Transfer to retained earnings on disposal of land - (39,693) - 39,693 - - - -

Transfer to retained earnings on disposal of associates - - - 4,155 (4,155) - - -

Movement in reserves - - 4,599 - (8,601) (4,002) (2,698) (6,700)Other transfers - (6,272) 607,289 6,272 (607,289) - - - Profit for the year - - - 833,662 (1,610) 832,052 565,320 1,397,372 Other comprehensive income for the year - 808,133 (7,422) (28,009) (95,933) 676,769 610,481 1,287,250

Dividends 27 - - - (358,514) - (358,514) - (358,514)Dividends paid by subsidiaries and associates to non-controlling shareholders - - - - - - (269,550) (269,550)Balance at June 30, 2017 7,185,683 8,643,378 948,867 9,358,448 642,703 26,779,079 10,692,249 37,471,328



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Attributable to owners of the parentFair value, revaluation

and other reserves Retained earnings

NoteShare

capital

Company and

subsidiariesAssociated companies

Holding and subsidiaries

Associated companies Total

Non controlling

interests TotalRs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000

THE GROUPBalance at July 1, 2015 6,030,058 7,374,642 312,285 4,600,061 1,797,602 20,114,648 491,512 20,606,160 Amalgamation adjustment 1,155,625 534,464 - 4,087,521 (144,885) 5,632,725 8,912,540 14,545,265 Acquisition and deconsolidation of group companies - 3,823 - (60) (20,083) (16,320) (28,639) (44,959)

Effect of change in ownership not resulting in loss of control - - - 6,731 - 6,731 (177) 6,554

Issue of shares in subsidiary attributable to non controlling shareholders

- - - - - - 165,000 165,000

Transfer to retained earnings on disposal of land - (37,186) - 37,186 - - - -

Transfer to retained earnings on business combination - - - 20,694 (20,694) - - -

Transfer to retained earnings on disposal of associates - - (7,877) 368,462 (360,585) - - -

Other transfers - (9,198) - (39,430) 48,628 - - - Profit for the year - - - 209,512 137,977 347,489 288,364 635,853 Other comprehensive income for the year - 10,572 39,993 3,395 (74,458) (20,498) (26,541) (47,039)

Dividends 27 - - - (356,804) - (356,804) - (356,804)Dividends paid by subsidiaries and associates to non-controlling shareholders - - - - - - (209,654) (209,654)Balance at June 30, 2016 7,185,683 7,877,117 344,401 8,937,268 1,363,502 25,707,971 9,592,405 35,300,376



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THE COMPANY NoteShare

capitalFair value reserves

Revaluation and other reserves

Retained earnings Total

Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000Balance at July 1, 2016 7,185,683 4,624,087 6,860,667 6,692,180 25,362,617 Transfer to retained earnings on disposal of land - - (1,444,961) 1,444,961 - Profit for the year - - - 98,821 98,821 Other comprehensive income for the year - 310,248 349,697 (33,359) 626,586 Dividends 27 - - - (358,514) (358,514)Balance at June 30, 2017 7,185,683 4,934,335 5,765,403 7,844,089 25,729,510

Balance at July 1, 2015 6,030,058 1,528,034 6,897,195 5,202,265 19,657,552 Issue of shares 1,155,625 - - - 1,155,625 Transfer to retained earnings on disposal of land - - (36,528) 36,528 - Amalgamation adjustment 1,577,197 - 1,549,666 3,126,863 Profit for the year - - - 259,959 259,959 Other comprehensive income for the year - 1,518,856 - 566 1,519,422 Dividends 27 - - - (356,804) (356,804)Balance at June 30, 2016 7,185,683 4,624,087 6,860,667 6,692,180 25,362,617



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Statements of Cash Flows

THE GROUP THE COMPANY

Notes 2017 2016 2017 2016

OPERATING ACTIVITIES Rs.’000 Rs.’000 Rs.’000 Rs.’000Cash generated from operations 32(b) 1,615,550 1,143,441 276,879 81,427 Tax (paid)/refunded (77,805) (37,464) 117 77 Net cash generated from operating activities 1,537,745 1,105,977 276,996 81,504

INVESTING ACTIVITIESPurchase of property, plant and equipment (670,178) (264,884) - - Additions to investment properties (661,847) (338,075) (9,460) (26,829)Purchase of investments (729,456) (1,370,012) (197,022) (1,120,000)Acquisition related costs on purchase of subsidiaries - (12,763) - Acquisition of subsidiary net of cash acquired 35(a) (7,200) (590,768) - - Purchase of intangible assets (48,891) (5,270) - - Land derocking and preparation costs (12,145) (15,850) - - Land conversion costs - - - (2,491)Infrastructure costs in respect of voluntary retirement scheme (179) (12,769) (179) (12,769)Proceeds in respect of waiver of rights to lessee 2,125 30,490 2,125 30,490 Relocation expenses - (6,702) - (6,702)Net proceeds from disposal of plant and equipment 51,143 5,136 1,746 1,641 Net proceeds from disposal of investment properties 20,578 23,737 - - Proceeds from disposal of other investments 85,504 518,800 5,701 450,000 Proceeds from capital reduction - 25,000 - - Net proceeds from sale of land 43,813 117,709 96,029 134,864 Expenses in respect of parcelling of land (1,414) (1,651) (1,414) (1,651)Net loans refunded/(granted) 137,481 (212,834) (38,972) (67,160)Interest received 10,186 18,343 7,108 5,402 Net cash used in investing activities (1,780,480) (2,092,363) (134,338) (615,205)

FINANCING ACTIVITIESProceeds from borrowings 3,350,300 2,398,625 557,000 900,025 Payments on borrowings (1,877,717) (429,712) (223,291) (95,112)Loans received from group companies 155,370 179,088 168,500 161,000 Loans received from other companies - 75,000 - 75,000 Loans repaid to group companies (218,775) (250,866) (273,775) (195,034)Loans repaid to other companies (45,862) (222,547) - (15,000)Finance lease principal payments (50,423) (25,387) (548) (1,013)Dividends paid (379,223) (313,676) (379,223) (313,676)Dividend paid to non-controlling shareholders (366,589) (112,688) - - Issue of shares to non-controlling shareholders 78,400 91,800 - - Capital reduction (9,178) - - - Issue of debentures - 14,500 - - Interest paid (851,359) (547,058) (184,128) (136,315)Net cash (used in)/generated from financing activities (215,056) 857,079 (335,465) 379,875 Net decrease in cash and cash equivalents (457,791) (129,307) (192,807) (153,826)Cash and cash equivalents at July 1, 439,623 (120,300) (168,551) (23,719)Effect of foreign exchange rate changes 520 (7,683) 265 17 Amalgamation adjustment - 696,913 - 8,977 Cash and cash equivalents at June 30, 32(c) (17,648) 439,623 (361,093) (168,551)



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Notes to thefinancial statements

1. GENERAL INFORMATION

ENL Land Ltd is a limited liability company incorporated and domiciled in Mauritius. The immediate holding company of ENL Land Ltd is ENL Limited. The ultimate holding entity is Société Caredas, a ‘société civile’ registered in Mauritius. The registered office of the company is ENL House, Vivéa Business Park, Moka.

These financial statements will be submitted for consideration and approval at the forthcoming Annual Meeting of shareholders of the company.

2. SIGNIFICANT ACCOUNTING POLICIES

The accounting policies adopted in the preparation of these financial statements have been disclosed in their respective notes other than those shown below. These policies have been applied consistently to all the years presented unless otherwise stated.

(a) Basis of preparation

The financial statements comply with the Companies Act 2001 and have been prepared in accordance with International Financial Reporting Standards (IFRS).

The financial statements include the consolidated financial statements of the holding company and its subsidiaries (the “group”) and the separate financial statements of the company (the “company”).

Where necessary, comparative figures have been amended to conform to changes in presentation in the current year.

The financial statements are prepared under the historical cost convention, except that:

(a) land and buildings are carried at revalued amounts;

(b) investment properties are stated at fair value;

(c) available for sale and held for trading securities are stated at fair value;

(d) consumable biological assets are stated at fair value; and

(e) financial assets and liabilities are stated at fair value.

The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the group’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in note 4 and in respective applicable notes.

Standards, Amendments to published Standards and Interpretations effective in the reporting period

IFRS 14 Regulatory Deferral Accounts provides relief for first-time adopters of IFRS in relation to accounting for certain balances that arise from rate-regulated activities (‘regulatory deferral accounts’). IFRS 14 permits these entities to apply their previous accounting policies for the recognition, measurement, impairment and derecognition of regulatory deferral accounts. The standard is not expected to have any impact on the Group’s financial statements.

Accounting for Acquisitions of Interests in Joint Operations (Amendments to IFRS 11). The amendments clarify the accounting for the acquisition of an interest in a joint operation where the activities of the operation constitute a business. They require an investor to apply the principles of business combination accounting when it acquires an interest in a joint operation that constitutes a business. Existing interests in the joint operation are not remeasured on acquisition of an additional interest, provided joint control is maintained. The amendments also apply when a joint operation is formed and an existing business is contributed. The amendment has no impact on the Group’s financial statements.


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2. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

Standards, Amendments to published Standards and Interpretations effective in the reporting period (cont’d)

Clarification of Acceptable Methods of Depreciation and Amortisation (Amendments to IAS 16 and IAS 38). The amendments clarify that a revenue-based method of depreciation or amortisation is generally not appropriate. Amendments clarify that a revenue-based method should not be used to calculate the depreciation of items of property, plant and equipment. IAS 38 now includes a rebuttable presumption that the amortisation of intangible assets based on revenue is inappropriate. This presumption can be overcome under specific conditions. The amendment has no impact on the Group’s financial statements

Equity method in separate financial statements (Amendments to IAS 27). The amendments allow entities to use the equity method in their separate financial statements to measure investments in subsidiaries, joint ventures and associates. IAS 27 currently allows entities to measure their investments in subsidiaries, joint ventures and associates either at cost or at fair value in their separate FS. The amendments introduce the equity method as a third option. The election can be made independently for each category of investment (subsidiaries, joint ventures and associates). Entities wishing to change to the equity method must do so retrospectively. The amendment has no impact on the Group’s financial statements.

Agriculture: Bearer Plants (Amendments to IAS 16 and IAS 41). IAS 41 now distinguishes between bearer plants and other biological assets. Bearer plants must be accounted for as property plant and equipment and measured either at cost or revalued amounts, less accumulated depreciation and impairment losses. The Group accounts for bearer plants amounts to Rs.172,950,000 as property, plant and equipment under IAS 16.

Annual Improvements to IFRSs 2012-2014 cycle

• IFRS 5 is amended to clarify that when an asset (or disposal group) is reclassified from ‘held for sale’ to ‘held for distribution’ or vice versa, this does not constitute a change to a plan of sale or distribution and does not have to be accounted for as such. The amendment has no impact on the Group’s financial statements.

• IFRS 7 amendment provides specific guidance for transferred financial assets to help management determine whether the terms of a servicing arrangement constitute ‘continuing involvement’ and, therefore, whether the asset qualifies for derecognition. The amendment has no impact on the Group’s financial statements.

• IFRS 7 is amended to clarify that the additional disclosures relating to the offsetting of financial assets and financial liabilities only need to be included in interim reports if required by IAS 34. The amendment has no impact on the Group’s financial statements.

• IAS 19 amendment clarifies that when determining the discount rate for post-employment benefit obligations, it is the currency that the liabilities are denominated in that is important and not the country where they arise. The amendment has no impact on the Group’s financial statements.

• IAS 34 amendment clarifies what is meant by the reference in the standard to ‘information disclosed elsewhere in the interim financial report’ and adds a requirement to cross-reference from the interim financial statements to the location of that information. The amendment has no impact on the Group’s financial statements.

Disclosure Initiative (Amendments to IAS 1). The amendments to IAS 1 provide clarifications on a number of issues. An entity should not aggregate or disaggregate information in a manner that obscures useful information. Where items are material, sufficient information must be provided to explain the impact on the financial position or performance. Line items specified in IAS 1 may need to be disaggregated where this is relevant to an understanding of the entity’s financial position or performance. There is also new guidance on the use of subtotals and confirmation that the notes do not need to be presented in a particular order. The share of other comprehensive income arising from equity-accounted investments is grouped based on whether the items will or will not subsequently be reclassified to profit or loss. Each group should then be presented as a single line item in the statement of other comprehensive income.


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Standards, Amendments to published Standards and Interpretations effective in the reporting period (cont’d)

Annual Improvements to IFRSs 2012-2014 cycle (cont’d)

Investment entities: Applying the consolidation exception (Amendments to IFRS 10, IFRS 12 and IAS 28). The amendments clarify that the exception from preparing consolidated financial statements is also available to intermediate parent entities which are subsidiaries of investment entities. An investment entity should consolidate a subsidiary which is not an investment entity and whose main purpose and activity is to provide services in support of the investment entity’s investment activities. Entities which are not investment entities but have an interest in an associate or joint venture which is an investment entity have a policy choice when applying the equity method of accounting. The fair value measurement applied by the investment entity associate or joint venture can either be retained, or a consolidation may be performed at the level of the associate or joint venture, which would then unwind the fair value measurement. The amendment has no impact on the Group’s financial statements

Standards, Amendments to published Standards and Interpretations issued but not yet effective

Certain standards, amendments to published standards and interpretations have been issued that are mandatory for accounting periods beginning on or after 1 January 2017 or later periods, but which the Group has not early adopted.

At the reporting date of these financial statements, the following were in issue but not yet effective:

IFRS 9 Financial Instruments

IFRS 15 Revenue from Contract with Customers

Sale or Contribution of Assets between an Investor and its Associate or Joint Venture (Amendments to IFRS 10 and IAS 28)

IFRS 16 Leases

Recognition of Deferred Tax Assets for Unrealised Losses (Amendments to IAS 12)

Amendments to IAS 7 Statement of Cash Flows

Clarifications to IFRS 15 Revenue from Contracts with Customers

Classification and Measurement of Share-based Payment Transactions (Amendments to IFRS 2)

Applying IFRS 9 Financial Instruments with IFRS 4 Insurance Contracts (Amendments to IFRS 4)

Annual Improvements to IFRSs 2014–2016 Cycle

IFRIC 22 Foreign Currency Transactions and Advance Consideration

Transfers of Investment Property (Amendments to IAS 40)

IFRS 17 Insurance Contracts

IFRIC 23 Uncertainty over Income Tax Treatments

Where relevant, the Group is still evaluating the effect of these Standards, amendments to published Standards issued but not yet effective, on the presentation of its financial statements.


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(b) Foreign currencies

Functional and presentation currency

Items included in the financial statements are measured using Mauritian rupees, the currency of the primary economic environment in which the group operates (“functional currency”). The financial statements are presented in Mauritian rupees, which is the group’s functional and presentation currency.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing on the dates of the transactions. Gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss. Such balances are translated at year-end exchange rates unless hedged by forward foreign exchange contracts, in which case the rates specified in such forward contracts are used.

Translation differences on non-monetary financial assets and liabilities such as equities held at fair value through profit or loss are recognised in profit or loss as part of the fair value gain or loss. Translation differences on non-monetary financial assets, such as equities classified as available for sale are included in other comprehensive income.

(c) Impairment of non-financial assets

Assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment. Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the carrying amount of the asset exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units).


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3. FINANCIAL RISK MANAGEMENT

3.1 Financial risk factors

The group’s activities expose it to a variety of financial risks, including:

• Market risk (including currency risk, price risk and cash flow and fair value interest risk);

• Credit risk; and

• Liquidity risk

The group overall risk management programme focuses on the predictability of the financial markets and seeks to minimise potential adverse effects on the group’s financial performance. A description of the significant risk factors is given below together with the risk management policies applicable.

(a) Market risk

(i) Currency risk

Several of the company’s subsidiaries deal in foreign currency transactions and are exposed to foreign exchange risk arising from various currency exposures, primarily with respect to the Euro, the US dollar, Japanese Yen and South African Rands (ZAR). Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities. The risk is managed through short term swap of currencies.

(ii) Price risk

Sugar

The group is exposed to risk due to fluctuations in the price of sugar. The risk will affect both the crop proceeds and the standing cane valuation.

Commercial

The group is exposed to fluctuation in the price of residential units and rates for rent of commercial and office space. Management monitors the rate applicable on the market and prices its products accordingly.

Equity

The group is exposed to equity securities price risk because of investments held by the group and classified on the statement of financial position as available for sale. To manage its price risk arising from investments in equity securities, the group diversifies its portfolio. Diversification of the portfolio is done in accordance with the limits set by the group.

Critical accounting estimates

Limitation of sensitivity analysis

Sensitivity analysis in respect of market risk demonstrates the effect of a change in a key assumption while other assumptions remain unchanged. In reality, there is a correlation between the assumptions and other factors. It should also be noted that these sensitivities are non-linear and larger or smaller impacts should not be interpolated or extrapolated from these results.

Sensitivity analysis does not take into consideration how the group’s assets and liabilities are managed. Other limitations include the use of hypothetical markets movements to demonstrate potential risk that only represents the group’s view of possible near-term market changes that cannot be predicted with any certainty.


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3. FINANCIAL RISK MANAGEMENT (CONT’D)

3.1 Financial risk factors (cont’d)

(a) Market risk (cont’d)

(ii) Price risk (cont’d)

Sensitivity analysis

The table below summarises the impact of increases/decreases in the fair value of the investments in the group’s total comprehensive income. The analysis is based on the assumptions that the fair value had increased/decreased by 5%.

Impact on total comprehensive incomeTHE GROUP

2017 2016 Rs’000 Rs’000

Categories of investments:Investment in financial assets 58,992 55,221

Impact on total comprehensive incomeTHE COMPANY

2017 2016 Rs’000 Rs’000

Categories of investments:Investment in financial assets 36,677 34,291

(iii) Cash flow and fair value interest rate riskThe group is exposed to risks associated with the effects of fluctuations in the prevailing levels of market interest rates on its financial position and cash flows. The group’s interest rate risk arises from its borrowings at variable rates. The risk is managed by maintaining an appropriate mix between fixed and floating interest charges on borrowings.

Cash flow interest risk

At June 30, 2017, if interest rates on borrowings had been 50 basis points higher/lower, with all other variables held constant, post-tax profit for the year would have been higher/lower as shown in the table below mainly as a result of higher/lower interest expense on floating rate borrowings.

THE GROUP THE COMPANY2017 2016 2017 2016

Rs’000 Rs’000 Rs’000 Rs’000 Effect higher/lower on post tax profit 59,594 34,217 13,227 8,973

Fair value interest risk

At June 30, 2017, if interest rate on borrowings had been 50 basis points higher/lower with all the variables held constant, the impact of post-tax profit for the year would not be material as a result of higher/lower interest expense on fixed rate borrowings.


Rs’000 Rs’000 Rs’000 Rs’000 Effect higher/lower on post tax profit 777 550 3 7


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(a) Credit risk

Credit risk is the risk of financial loss to the group if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the group’s trade receivables.

The amounts presented on the statement of financial position are net of allowances for doubtful receivables, estimated by management based on prior experience and the current economic environment.

The group has no significant concentration of credit risk, with exposure spread over a large number of counterparties and customers. The group has policies in place to ensure that sales of products and services are made to customers with an appropriate credit history.

The risk with the sales of sugar from the operations in Mauritius is remote as the subsidiary exports its entire production through the Mauritius Sugar Syndicate.

(b) Liquidity risk

Liquidity risk is the risk that the group will encounter difficulties in meeting the obligations associated with its financial liabilities that are settled by delivery of cash or another financial asset.

Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through an adequate amount of committed credit facilities. The group aims at maintaining flexibility in funding by keeping committed credit lines available.

THE GROUP Less than1 year

Between 1 and 2 years

Between 2 and 5 years Over 5 years

Rs’000 Rs’000 Rs’000 Rs’000At 30 June 2017Obligations under finance leases 68,949 52,540 64,153 3,303Bank overdrafts 1,124,856 - - -Loans 3,087,712 1,139,939 2,893,849 7,046,171Trade and other payables 3,465,951 - - -

At 30 June 2016Obligations under finance leases 69,443 58,723 85,373 -Bank overdrafts 790,195 - - -Loans 2,595,710 1,273,698 3,028,213 6,754,547Trade and other payables 4,162,721 - - -

THE COMPANYAt 30 June 2017Obligations under finance leases 213 213 80 -Bank overdrafts 371,438 - - -Loans 1,173,798 189,322 783,847 1,306,471Trade and other payables 239,652 - - -


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THE COMPANY Less than1 year

Between 1 and 2 years

Between 2 and 5 years Over 5 years

Rs’000 Rs’000 Rs’000 Rs’000At 30 June 2016Obligations under finance leases 602 213 293 -Bank overdrafts 174,692 - - -Loans 792,305 338,706 796,646 1,307,924Trade and other payables 245,155 - - -

All trade and other payables and payables to group companies are due within one year.

At June 30, 2017, the group and the company had net current liabilities of Rs 2.5bn (2016: Rs.918m) and Rs.1.3bn (2016: Rs.696m) respectively.

Both the group and the company have taken advantage of the excess liquidity prevailing on the money market to fund their activities through short term funding.

These short term borrowings by the group and the company will be converted into medium to long term loans when the situation so warrants.

3.2 Fair value estimation

The fair value of financial instruments traded on active markets is based on quoted market prices at the end of the reporting period. A market is regarded as active if quoted prices are readily and regularly available from an exchange, dealer, broker or regulatory agency and the prices represent actual and regularly occurring market transactions on an arm’s length basis. These instruments are included in level 1. Instruments included in level 1 comprise primarily quoted equity investments classified as trading securities or available for sale.

The fair value of financial instruments that are not traded on an active market is determined by using valuation techniques. These valuation techniques maximise the use of observable market data where it is available and rely as little as possible on specific estimates.

If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

If one or more of the significant inputs are not based on observable market data, the instrument is included in level 3.

The carrying amount of the group’s financial assets would be an estimated Rs.18,594,000 (2016: Rs.17,211,000) for the group and Rs.448,000 (2016:Rs.896,000) for the company lower/ higher in the event the fair values were increased/decreased by 5%.

The fair value of those financial assets and liabilities not presented on the group’s statements of financial position at their fair values are not materially different from their carrying amounts.

3.3 Capital risk management

The group’s objectives when managing capital are:

• to safeguard the group’s ability to continue as a going concern so that it can continue to provide returns for shareholders and benefits for other stakeholders, and

• to provide an adequate return to shareholders by pricing products and services commensurately with level of risk.


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3.3 Capital risk management

The group sets the amount of capital in proportion to risk. The group manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares, or sell assets to reduce debt.

Consistently with others in the industry, the group monitors capital on the basis of the debt-to-adjusted capital ratio. This ratio is calculated as net debt adjusted capital. Net debt is calculated as total debt (as shown on the statement of financial position) less cash in hand and at bank. Adjusted capital comprises all components of equity (i.e. share capital, non-controlling interests, retained earnings, and revaluation, fair value and other reserves).

The debt-to-adjusted capital ratios at June 30, 2017 and at June 30, 2016 were as follows:

THE GROUP THE COMPANYJune 30,

2017June 30,

2016June 30,

2017June 30,

2016

Rs'000 Rs'000 Rs'000 Rs'000Total debts 15,317,399 13,909,995 3,221,935 2,901,689 Less: amounts receivable from group companies - - (1,218,013) (1,258,439)Cash in hand and at bank (1,107,129) (1,229,818) (10,345) (6,141)Net debts 14,210,270 12,680,177 1,993,577 1,637,109

Adjusted capital 37,471,328 35,300,376 25,729,510 25,362,617

Debt-to-adjusted capital ratio 0.38 0.36 0.08 0.06

There were no changes in the group’s approach to capital risk management during the year.

4. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

Estimates and judgements are continuously evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Critical accounting estimates and assumptions

The group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are described in the respective applicable notes.


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Notes to the financial statements

5. PROPERTY, PLANT AND EQUIPMENT

(a) Accounting policy

All property, plant and equipment are initially recorded at cost, some of which are subsequently shown at revalued amount, less subsequent depreciation and accumulated impairment losses, if any. Historical cost includes expenditure that is directly attributable to the acquisition of the assets. Such cost includes the cost of replacing part of the property, plant and equipment and borrowing costs for long term construction projects if the recognition criteria are met. When significant parts of property, plant and equipments are required to be replaced at intervals, the group recognises such parts as individuals assets with specific useful lives and depreciation respectively. Likewise, when a major inspection is performed its cost is recognised in the carrying amount of the plant and equipment as a replacement if the recognition criteria are satisfied. All other repair and maintenance costs are recognised in profit or loss as incurred.

Subsequent costs are included in the assets’ carrying amount or recognised as a separate asset as appropriate, only when it is probable that future economic benefits associated with the item will flow to the group and the cost can be measured reliably.

Property, plant and equipment, other than land, are depreciated over their estimated useful lives on a straight line basis.

Increases in the carrying amount arising on revaluation are credited to other comprehensive income and shown as revaluation surplus in shareholders’ equity. Decreases that offset previous increases of the same asset are charged against the revaluation surplus directly in equity. All other decreases are charged to the profit or loss.

Depreciation is calculated on the straight line method to write off the cost or the revalued amount of the assets to their residual values over their estimated useful lives as follows:

Land and buildings , held for use in the production or supply of goods or for administrative purposes are stated at their fair value, based on periodic, but at least triennial valuations, by external independent valuer less subsequent depreciation for buildings.

Annual rate Buildings 2% - 29%Agricultural equipment 2% - 50%Transport equipment 10% - 25%Furniture & office equipment 10% - 34%Bearer plants 10% - 14%

Land is not depreciated.

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate at the end of each reporting period.

Where the carrying amount of an asset is greater than its estimated recoverable amount, it is written down immediately to its recoverable amount.

An item of property,plant and equipment is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Gains and losses on disposal or derecognition of property, plant and equipment are determined by comparing proceeds with carrying amounts and are included in profit or loss. On disposal of revalued assets, amounts in revaluation surplus relating to these assets are transferred to retained earnings.

Bearer biological assets comprise of cane replantation costs and anthurium plants.

Cane replantation costs are capitalised and amortised over a period of seven years, one year after the expenses have been incurred. Anthurium plants are valued at cost less amortisation over a period of ten years. These represent the fair value of the bearer biological assets.

Borrowing costs

Interest costs on borrowings to finance the construction of property, plant and equipments are capitalised during the period of time that is required to complete and prepare the asset for its intended use as part of the cost of the asset.

All other borrowing costs are expensed in the year they occur. Borrowings costs consist of interest and other costs that the group incurs in connection with the borrowing of funds.


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5. PROPERTY, PLANT AND EQUIPMENT (CONT’D)

THE GROUP Land BuildingsAgricultural equipment

Transport equipment

Furniture & office

equipmentAssets in progress

Bearer plants Total

(b) 2017 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000

COST AND VALUATIONAt July 1, 2016 (Restated) (note 5(f)) 10,083,901 7,922,464 2,665,402 592,098 192,079 5,793 481,068 21,942,805 Additions 136 365,097 296,909 90,503 4,232 20,825 45,384 823,086 Disposals (59,586) (124,506) (159,450) (79,228) (665) - (1,751) (425,186)Transfer to inventories (57,096) - - - - - - (57,096)Transfer to non current assets classified as held for sale (note 17) (35,130) - - - - - - (35,130)

Transfer from investment properties (note 7) 70,649 - - - - - - 70,649 Acquisition through business combination (note 35) - - 3,300 1,600 - - - 4,900 Translation difference - (9,766) (6,400) 3,400 - - (12,766)Assets written off - (18,748) - (11) - - (18,759)Revaluation adjustment 331,914 606,398 - - - - - 938,312 At June 30, 2017 10,334,788 8,740,939 2,799,761 608,362 195,646 26,618 524,701 23,230,815

DEPRECIATIONAt July 1, 2016 (Restated) (note 5(f)) - 457,842 1,998,901 388,278 141,950 - 316,705 3,303,676 Charge for the year - 117,140 180,241 75,726 15,533 153 35,910 424,703 Disposals adjustments - (1,569) (129,205) (69,003) (592) - (864) (201,233)Acquisition through business combination (note 35) - - 2,000 1,600 - - - 3,600 Translation difference - - (2,900) (200) - - - (3,100)Assets written off - (2,200) - - - - - (2,200)Revaluation adjustment - (501,981) - - - - - (501,981)At June 30, 2017 - 69,232 2,049,037 396,401 156,891 153 351,751 3,023,465

NET BOOK VALUES

At June 30, 2017 10,334,788 8,671,707 750,724 211,961 38,755 26,465 172,950 20,207,350


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THE GROUP Land BuildingsAgricultural equipment

Transport equipment

Furniture & office

equipmentAssets in progress

Bearer plants Total

(c) 2016 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000

COST AND VALUATIONAt July 1, 2015 (Restated) (note 5(f)) 10,481,783 469,432 73,657 237,872 171,698 3,345 362,090 11,799,877 Additions - 62,956 138,859 34,312 10,438 2,448 38,278 287,291 Disposals (38,399) (2,030) (55,042) (40,556) (6,656) - - (142,683)Transfer to non current assets classified as held for sale (note 17) (22,172) (4,494) - - - - - (26,666)

Transfer to inventories (257,357) - - - - - - (257,357)Amalgamation adjustment - 7,373,500 2,419,207 355,270 16,599 - 80,700 10,245,276 Transfer to investment properties (note 7) (79,954) - - - - - - (79,954)Acquisition through business combination (note 35) - 23,300 96,293 6,400 - - - 125,993

Translation difference - (200) (2,500) (1,200) - - - (3,900)Assets written off - - (5,072) - - - (5,072)At June 30, 2016 ( Restated) (note 5(f)) 10,083,901 7,922,464 2,665,402 592,098 192,079 5,793 481,068 21,942,805

DEPRECIATIONAt July 1, 2015 (restated) (note 5(f)) - 18,047 23,918 146,027 125,643 - 220,042 533,677 Charge for the year - 60,153 117,547 46,861 10,156 - 35,264 269,981 Transfer to non current assets classified as held for sale (note 17) - (935) - - - - - (935)

Amalgamation adjustment - 382,407 1,867,450 225,300 10,145 - 61,399 2,546,701 Disposals adjustments - (2,030) (55,042) (32,610) (4,236) - - (93,918)Acquisition through business combination (note 35) - - 51,700 3,700 - - - 55,400

Translation difference - 200 (1,600) (1,000) 242 - - (2,158)Assets written off - - (5,072) - - - - (5,072)At June 30, 2016 - 457,842 1,998,901 388,278 141,950 - 316,705 3,303,676

NET BOOK VALUES

At June 30, 2016 ( Restated) (note 5(f)) 10,083,901 7,464,622 666,501 203,820 50,129 5,793 164,363 18,639,129


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THE COMPANY Land BuildingsAgricultural equipment

Transport equipment

Furniture & office

equipment Total(d) 2017 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000

COST AND VALUATIONAt July 1, 2016 10,138,158 118,897 21,973 69,760 231 10,349,019 Disposals (59,556) (3,206) - (6,590) - (69,352)Transfer to non current assets classified as held for sale (note 17) (92,226) - - - - (92,226)Revaluation surplus 316,914 18,785 - - - 335,699 At June 30, 2017 10,303,290 134,476 21,973 63,170 231 10,523,140

DEPRECIATIONAt July 1, 2016 - 14,877 6,873 64,141 207 86,098 Charge for the year - 5,469 998 2,229 23 8,719 Disposals adjustments - (1,569) - (6,124) - (7,693)Revaluation adjustment - (13,998) - - - (13,998)At June 30, 2017 - 4,779 7,871 60,246 230 73,126

NET BOOK VALUES

At June 30, 2017 10,303,290 129,697 14,102 2,924 1 10,450,014


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THE COMPANY Land BuildingsAgricultural equipment

Transport equipment

Furniture & office

equipment Total(e) 2016 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000

COST AND VALUATIONAt July 1, 2015 10,520,533 118,897 21,973 83,631 231 10,745,265 Disposals (38,399) - - (8,799) - (47,198)Assets written off - - - (5,072) - (5,072)Transfer to non current assets classified as held for sale (note 17) (264,022) - - - - (264,022)Transfer to investment properties (note 7) (79,954) - - - - (79,954)At June 30, 2016 10,138,158 118,897 21,973 69,760 231 10,349,019

DEPRECIATIONAt July 1, 2015 - 9,408 5,869 74,845 184 90,306 Charge for the year - 5,469 1,004 3,008 23 9,504 Disposals adjustments - - - (8,640) - (8,640)Assets written off - - - (5,072) - (5,072)At June 30, 2016 - 14,877 6,873 64,141 207 86,098

NET BOOK VALUES

At June 30, 2016 10,138,158 104,020 15,100 5,619 24 10,262,921


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(f) The group adopted the amendments made to IAS 16 and IAS 41 in relation to bearer plants. Bearer plants were reclassified to property, plant and equipment during the year ended 30 June 2017 along with comparative figures.

(g) The group’s and the company’s freehold land and buildings are reflected at revalued amounts. If land and buildings were stated at historical cost, the amounts would have been as follows:

THE GROUPLand Buildings

2017 2016 2017 2016Rs.’000 Rs.’000 Rs.’000 Rs.’000

Cost 184,153 184,461 3,238,277 2,875,819 Accumulated depreciation - - (920,127) (817,519)Net book values 184,153 184,461 2,318,150 2,058,300

THE COMPANYLand Buildings

2017 2016 2017 2016Rs.’000 Rs.’000 Rs.’000 Rs.’000

Cost 71,109 71,269 75,736 75,736 Accumulated depreciation - - (20,489) (18,804)Net book values 71,109 71,269 55,247 56,932

(h) Additions for the group and the company include Rs.123,293,000 (2016: Rs.68,248,000) and Rs.nil (2016: Rs. nil) respectively of assets leased under finance leases.

Leased assets comprise of the following: THE GROUPMachinery Motor vehicles

2017 2016 2017 2016Rs.’000 Rs.’000 Rs.’000 Rs.’000

Cost 127,455 117,628 262,012 242,992 Accumulated depreciation (68,749) (61,342) (132,933) (122,778)Net book values 58,706 56,286 129,079 120,214

THE COMPANYMotor vehicles

2017 2016Rs.’000 Rs.’000

Cost 1,010 3,622 Accumulated depreciation (397) (1,912)Net book values 613 1,710

(i) The group’s and the company’s freehold land and buildings were revalued on June 30, 2017 by independent qualified valuers.

The revaluation surplus net of deferred income taxes was credited to revaluation reserves in shareholders’ equity.

(j) Borrowings are secured by fixed and floating charges on some of the property, plant and equipment of the group.

As at June 30, 2017, depreciation amounting to Rs.350,244,000 (2016: Rs.185,462,000) was partly charged to other operating expenses by the group and nil by the company.


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(k) Details of the group’s and the company’s freehold land and buildings measured at fair value and information about the fair values hierarchy as at June 30, 2017 were as follows:

THE GROUPLevel 3 Total

Rs.’000 Rs.’000Freehold land 10,334,788 10,334,788 Buildings 8,671,707 8,671,707 Total 19,006,495 19,006,495

THE COMPANYLevel 3 Total

Rs.’000 Rs.’000Freehold land 10,083,901 10,083,901 Buildings 8,671,707 8,671,707 Total 18,755,608 18,755,608

The different levels have been defined as follows:

- Inputs that are observable for the asset, either directly (that is, as prices) or indirectly (that is, derived from process) (Level 2)

- Inputs for the asset that are not based on observable market data (that is, unobservable inputs) (Level 3)

Valuation consideration

(i) a sales comparison approach, with consideration for location, wear and tear and frequency of renovation.

(ii) cost approach,

(iii) income capitalization approach

The rate applied in valuation reflect basic agricultural or current uses values as well as their potentialities other than agricultural or current uses.

The rates also tend to establish a hierarchy of values within the different area of the estate

Information about fair value measurements using significant unobservable inputs (Level 3)

Description

Range of unobservable inputs per arpent

Moka district

Range of unobservable inputs per arpent Savannah district

Rs’000 Rs’000Sugar cane land 500-3,000 500-900

DescriptionRange of unobservable

inputs per arpent Moka district

Range of unobservable inputs per arpent Savannah district

Rs’000 Rs’000Agricultural activities 150-12,500 200-650Public utilities, rivers and dam 150 150 Hunting ground 500 500 Metayer 250-300 250-300Fallow Land 150-2,500 200-650Paddock 500 500


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(l) Critical accounting estimates and assumptions

Asset lives and residual values

Property, plant and equipment are depreciated over their useful lives taking into account residual values where appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on a number of factors. In reassessing asset lives, factors such as technological innovation, product life cycles and maintenance programmes are taken into account. Residual value assessments consider issues such as future market conditions, the remaining life of the asset and projected disposal values. Consideration is also given to the extent of current profits and losses on the disposal of similar assets.

The directors, therefore, make estimates based on historical experience and use best judgement to assess the useful lives of assets and to forecast the expected residual values of the assets at the end of their expected useful lives. The residual value of an asset is the estimated net amount that the group would currently obtain from disposal of the asset if the asset was already of the age and in condition expected at the end of its useful life.

Revaluation of properties

The group measures land and buildings at revalued amounts with changes in fair value being recognised in other comprehensive income. The group appointed independent valuation specialists to determine the fair value of the properties. Valuations were made on different bases, which involve the use of assumptions.

Depreciation policies

Property, plant and equipment are depreciated to their residual values over their estimated useful lives. The residual value of an asset is the estimated net amount that the group would currently obtain from disposal of the asset, if the asset were already of the age and in condition expected at the end of its useful life.

The directors therefore make estimates based on historical experience and use best judgement to assess the useful lives of assets and to forecast the expected residual values of the assets at the end of their expected lives.

Bearer biological assets

Bearer biological assets have been estimated based on the cost of land preparation and planting costs of bearer canes and anthurium plants.


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6. DEFERRED EXPENDITURE


Land parcelling expenses

Costs associated with the parcelling of land are capitalised and released to profit or loss in the year in which the sale of land is realised. Professional fees are included in deferred expenditure and will be released over the contract period.

(b) THE GROUP AND THE COMPANYLand parcelling

expenses2017 2016

Rs.’000 Rs.’000At July 1, 20,845 27,664 Additions 1,414 1,651Release for the year (3,410) (8,470)At June 30, 18,849 20,845

7. INVESTMENT PROPERTIES


Investment properties, which are properties held to earn rentals and/or capital appreciation and not occupied by the group, are measured initially at cost, including transaction costs. Subsequent to initial recognition, investment properties are carried at fair value as determined annually by external valuers. Changes in fair values are included in profit or loss. Properties that are being constructed or developed for the future use as investment properties are treated as investment properties.


(b) At Valuation Rs.’000 Rs.’000 Rs.’000 Rs.’000At July 1, 17,988,154 5,861,486 3,021,675 3,764,700 Additions 696,452 338,075 11,245 27,479 Disposals (18,300) (512,205) - - Acquisition arising on business combination - 1,532,963 - - Amalgamation adjustment - 10,277,765 - - Transfer to non current assets classified as held for sale (note 17) (2,300) - (2,300) (1,058,999)Transfer (to)/from property, plant and equipment (note 5) (70,649) 79,954 - 79,954 Transfer from intangible assets (note 8) - 67,800 - 67,800 Transfer from/(to) land inventories 508,010 (283,260) - - Fair value adjustments 1,134,089 627,171 91,850 140,741 Translation difference (13,032) (1,595) - - At June 30, 20,222,424 17,988,154 3,122,470 3,021,675


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7. INVESTMENT PROPERTIES (CONT’D)

(c) The group has pledged part of the investment properties to secure general borrowing facilities.

(d) Rental income from the investment properties amounted to Rs.876,758,000 (2016: Rs.420,759,000) for the group and Rs.20,704,000 (2016: Rs.19,587,000) for the company. Direct operating expenses incurred on the investment properties during the year for the group and the company were Rs.314,695,000 (2016: Rs.173,509,000) and Rs.368,000 (2016: Rs.1,237,000) respectively.

(e) Details of the investment properties and information about the fair value hierarchy as at June 30, 2017 were as follows:

THE GROUP THE COMPANYLevel 2 Level 3 Total Level 3 Total

Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000Land and building 882,813 16,642,771 17,525,584 3,122,470 3,122,470 Land 2,668,440 - 2,668,440 - - Buildings 28,400 - 28,400 - -

3,579,653 16,642,771 20,222,424 3,122,470 3,122,470

Investment properties were valued on June 30, 2017 by independent professional valuers namely Jones Lang Lasalle and Gexim Real Estate Ltd.

The external valuations were performed using:

(i) a sales comparison approach,

(ii) cost approach,

(iii) income capitalization approach and

(iv) discounted cash flow method

Some of investment properties were valued at June 30, 2017 by Ernst & Young, an independent valuer, on a yield basis. Rentals were calculated on a fully let basis and adjusted for a long term vacancy provision. Adjusted EBITDA (Earnings before interest, tax, depreciation and amortisation) were capitalised at yields of 7.5%- 8.5% representing the different characteristics of investment properties, including their location, age and tenant mix.

Some investment properties were fair valued using the discounted cash flow method. The expected future net income for 5 years has been discounted at an appropriate discount rate and added to the estimated reversionary rate. The reversionary value has been computed by capitalising the net income prevailing at the end of the cash flow projections and discounting at an appropriate rate.

Real estate properties are valued on an open market basis and are classified as Level 2.

The valuation consideration takes into account the following:

- the location of the property;

- that this area forms part of an established IRS development with clearances and permits in B29;

- existing new tarred road and utilities;

- the existing facilities; and

- a stable market

Industrial properties

The investment property was valued at year end by Noor Dilmohamed and Associates as independent valuer. The valuation methodology is the open-market basis and the fair value is classified as level 2.


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The valuation consideration takes into account the following:

- the location of the site;

- the quality of immediate surroundings;

- the physical conditions of the buildings;

- the extent of wear and tear; and

- the level of maintenance.

Some of the investment properties which comprise of bare land has been valued using the residual method. The residual method consists of assessing the value of the scheme as completed and deduction of the costs of development (including developer’s profit) to arrive at the underlying land value.

(f) Information about fair value measurements using significant unobservable inputs (Level 3)

Description

Range of unobservable

inputs per arpent Moka district


inputs per arpent Savannah district

Land Rs’m Rs’mCane land with conversion permit 5.20-8.50 2.50-3.50Established built up /vacant residential and industrial plot - land 6.00-40.00 4.50-7.50


inputs per Square feet

Moka district


inputs per Square Feet

Savannah districtBuilding Rs’000 Rs’000Established built up /vacant residential and industrial plot - building 300-1900 100-850

Direct market comparison approach has been used by the independent professional valuer and are based on recent transactions for similar properties.

Other investment properties were valued using the residual method of valuation which consists of preparing a “pre-feasibility” study and estimating the total proceeds of the development and deducting therefrom the development costs to be incurred.


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Main inputs used in the valuation of commercial properties are as follows:

Capitalisation rate 8.50%-9.00%

Reversionary rate 7.50%-12.25%

Discount rate 12.50%-16.75%

Market rental growth 5.00%

Expense growth 5.00%

Net operating income from properties Rs.1.2m-Rs.452m

(g) Critical accounting estimates and assumptions

Revaluation of investment properties

The group measures its investment properties at revalued amounts with changes in fair value being recognised in profit or loss. The group appointed independent valuation specialists to determine the fair value of the properties which were carried out on the basis of open market values yield basis and discounted cash flow models.

As part of the revaluation process, the use of judgement and assumption that are based on market conditions, to determine the fair value of properties is necessary. Land is valued on the basis of recently transacted properties in that specific region.

For developed sites, the income capitalisation method and the depreciated replacement cost basis have been used. The depreciated replacement cost methodology consists of the depreciated replacement cost of the building, plus the market value of the land.

For the unimproved sites, the basis of valuation is the market value, which is the value for which such asset could be exchanged between knowledgeable willing parties in an arm’s length transaction.

For the unimproved sites, the basis of valuation is the market value, which is the value for which such asset could be exchanged between knowledgeable willing parties in an arm’s length transaction.


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8. INTANGIBLE ASSETS


Intangible assets relate to land derocking and preparation costs, computer software, land conversion rights, milling rights, trading rights and goodwill.

Land derocking and preparation costs are amortised over seven years, one year after the costs have been incurred.

Land conversion rights are transferred to investment properties upon conversion of the land.

Milling rights relate to the rights in respect of future incremental free cash flows that the group will be benefiting from receiving milling and energy companies in accordance with the closure agreement of Mon Désert Alma Sugar Milling Company Limited. Milling rights are tested annually for impairment

The other intangible assets are initially recorded on the basis of cost and amortised using the straight line method over their estimated useful lives as follows:

YearsComputer software 2-4

Trading rights 25

Goodwill

Goodwill arises on the acquisition of subsidiaries and represents the excess of the consideration over the group’s interests in the fair value of the net identifiable assets, liabilities and contingent liabilities of the acquiree.

Goodwill is tested annually for impairment and carried at cost less accumulated impairment losses. On disposal of a subsidiary company, the attributable amount of goodwill is included in the determination of the gains and losses on disposal.

Goodwill is allocated to cash-generating units for the purpose of impairment testing. Goodwill impairment reviews are undertaken annually or more frequently if events or changes in circumstances indicate a potential impairment.

The carrying amount of each intangible asset is reviewed annually and adjusted for permanent impairment when it is considered necessary.

Licenses and franchise

Licenses and franchise are shown at historical cost, have a finite useful life and are carried at cost less accumulated amortisation. Amortisation is calculated using the straight line method over their estimated useful life (20 years).

Other intangibles comprise mainly of government lease (“pas geometriques”).


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8. INTANGIBLE ASSETS (CONT’D)

Land derocking

and preparation

costsMilling rights Software

Land conversion

rightsGoodwill and trading rights Other Total

THE GROUP Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000(b) 2017

COSTAt July 1, 2016 227,070 153,313 195,180 25,814 844,211.00 494,116 1,939,704 Additions 12,145 - 9,601 - - 121,200 142,946 Acquisition through business combination ( note 35) - - 900 - 3,300 - 4,200

Disposal - - (800) - - - (800)Exchange difference - - 200 - - (7,100) (6,900)Impairment - - (2,200) - - - (2,200)At June 30, 2017 239,215 153,313 202,881 25,814 847,511 608,216 2,076,950

AMORTISATIONAt July 1, 2016 140,944 66,193 173,116 - 453 189,414 570,120 Charge for the year 20,964 - 8,875 - 247 16,100 46,186 Disposal adjustment - - (800) - - - (800)Transfer - - (500) - - 500 - Exchange difference - - - - - (600) (600)At June 30, 2017 161,908 66,193 180,691 - 700 205,414 614,906

NET BOOK VALUES

At June 30, 2017 77,307 87,120 22,190 25,814 846,811 402,802 1,462,044


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Land derocking

and preparation

costsMilling rights Software

Land conversion

rightsGoodwill and trading rights Other Total

THE GROUP Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000(c) 2016

COSTAt July 1, 2015 211,220 153,313 6,027 157,707 164,805 - 693,072 Additions 15,850 - 4,609 - - - 20,459 Transfer to investment properties (note 7) - - - (67,800) - - (67,800)Transfer to land inventories - - - (64,093) - - (64,093)Acquisition through business combination ( note 35) - - - - 51,842 - 51,842

Amalgamation adjustment - - 188,891 - 629,374 497,208 1,315,473 Disposals - - (2,136) - (110) (944) (3,190)Exchange difference - - 90 - - (148) (58)Deconsolidation of subsidiary - - 63 - (1,700) (2,000) (3,637)Impairment - - (2,364) - - - (2,364)At June 30, 2016 227,070 153,313 195,180 25,814 844,211 494,116 1,939,704

AMORTISATIONAt July 1, 2015 119,668 66,193 4,578 - 206 - 190,645 Charge for the year 21,276 - 6,438 - 247 1,328 29,289 Amalgamation adjustment - - 165,710 - - 190,681 356,391 Impairment - - (1,792) - - - (1,792)Disposal - - (2,136) - - - (2,136)Deconsolidation of subsidiary - - 100 - - (2,000) (1,900)Exchange difference - - 218 - - (595) (377)At June 30, 2016 140,944 66,193 173,116 - 453 189,414 570,120

NET BOOK VALUES

At June 30, 2016 86,126 87,120 22,064 25,814 843,758 304,702 1,369,584

(d) Goodwill acquired through business combination of Rs 3,300,000 (2016:Rs.51,842,000) is attributable to acquired customer base and synergies expected from combinining the operations of the group with those of the companies acquired.

The recoverable amounts of the goodwill have been assessed based either on the fair value of the cash-generating units determined by external valuers at June 30, 2017 or on the basis of expected cash flows. The fair value of some of the cash generating units was determined on the basis of capitalisation of earnings whereby a multiple is applied to the investee’s adjusted pro-forma earnings. The fair value of other cash generating units was determined on the basis of expected future cash flows from latest management forecasts which were extrapolated on the basis of long term revenue growth rates and assumptions with regard to margin development and discounted for the capital costs of business unit. Following this exercise, no impairment was recognised during the year (2016: Rs.Nil).


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THE COMPANY

Land conversion

rights(e) 2017 Rs.’000

COST & NET BOOK VALUES

At July 1, 2016 and June 30 , 2017 25,813

(f) 2016Land

conversion rights

Rs.’000COST & NET BOOK VALUESAt July 1, 2015 157,707 Transfer to investment properties (note 7) (67,800)Transfer to non current assets classified as held for sale (note 17) (64,094)At June 30, 2016 25,813

Critical accounting estimates

(g) Estimated impairment of goodwill

The group tests annually whether goodwill has suffered any impairment, in accordance with the accounting policy stated in Notes (a) and (d). These calculations require the use of estimates.

(h) Impairment of milling rights

Milling rights are tested annually for impairment. Future cash flows expected to be received are projected, taking into account market conditions. The present value of these cash flows, determined using an appropriate discount rate, is compared with the carrying amount of the intangible assets and, if lower, the assets are impaired to their present value. Assumptions and estimates are used in assessing the cash flows to be received.


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9. INVESTMENTS IN SUBSIDIARY COMPANIES


Separate financial statements of the investor

Investments in subsidiary companies are carried at fair value. The carrying amount is reduced to recognise any impairment in the value of the individual investments.

Consolidated financial statements

Subsidiaries are entities (including structured entities) over which the group has control. The group controls an entity when it is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.

Subsidiaries are consolidated from the date on which control is transferred to the group and de-consolidated from the date that control ceases.

The acquisition method is used to account for business combinations by the group. The consideration for the acquisition of a subsidiary is the fair value of the assets transferred, the liabilities incurred and the equity interests issued by the group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Acquisition-related costs are expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values on acquisition date. On an acquisition-by-acquisition basis, the group recognises any non-controlling interest in the acquiree either at fair value or at the non-controlling interest’s proportionate share of the acquiree’s net assets. Subsequent to acquisition, the carrying amount of non-controlling interests is the amount of those interests at initial recognition plus the non-controlling interest’s share of subsequent changes in equity. Total comprehensive income is attributed to non-controlling interests even if this results in the non-controlling interests having a deficit balance.

The excess of the consideration over the amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over the fair value of the identifiable net assets acquired is recorded as goodwill. If the consideration is less than the fair value of the net assets of the subsidiary acquired, the difference is recognised directly in profit or loss as bargain purchase.

Inter-company transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated. The accounting policies of subsidiaries are amended, where necessary, to ensure consistency with the policies adopted by the group.

Transactions with non-controlling interests

The group accounts for transactions with non-controlling interests as transactions with equity owners of the group. For purchases from non-controlling interests, the difference between any consideration paid and the relevant share of the carrying value of the net assets of the subsidiary acquired is recorded in equity. Gains or losses on disposals to non-controlling interests are also recorded in equity.

When the group ceases to have control, any retained interest in the entity is re-measured to its fair value with the change in carrying amount recognised in profit or loss. The fair value is the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously recognised in other comprehensive income in respect of that entity are accounted for as if the group had disposed of the related assets or liabilities. Amounts previously recognised in other comprehensive income are reclassified to profit or loss.


FINANCIAL REVIEW



9. INVESTMENTS IN SUBSIDIARY COMPANIES (CONT’D)

2017 2016

(b) THE COMPANY Rs.’000 Rs.’000

Fair valueAt July 1, 10,699,961 3,352,516 Additions 1,585,034 1,095,151 Transfer from investment in associates (note 10) - 296,101 Disposal - (499,000)Amalgamation adjustments - 5,000,856 Fair value adjustments 88,291 1,454,337 Impairment (186,442) -

At June 30, 12,186,844 10,699,961

Investment in subsidiaries are classified as level 3 in the fair value hierarchy.

(c) Subsidiaries comprise of quoted and unquoted companies. The fair value of these securities has been determined by Ernst & Young at June 30, 2017 based on a mix of adjusted net asset values, capitalised earnings and market price with premium for control.

In assessing the fair value of these securities, assumptions have been made based on market conditions existing at the end of each reporting date.


FINANCIAL REVIEW




(d) The subsidiary companies are as follows:

2017 2016 Proportion of

ownership interest Proportion of

ownership interest

Stated Capital Holding Subsidiaries

Effective interest

Non controlling interests


Effective interest

Non controlling interests Main Business

Rs.’000 Rs.’000 Land and investments:ENL Corporate Ventures Limited 8 73.68 - 73.68 26.32 2 73.68 - 73.68 26.32 Corporate Venture FundFleet Investment Supply and Husbandry Ltd 1 100.00 - - 100.00 - - 100.00 59.73 40.27 DormantRogers & Co Ltd 1,260,200 59.73 - 59.73 40.27 1,260,200 59.73 - 59.73 40.27 Investment holdingRogers Corporate Services Ltd 289,431 100.00 - 59.73 40.27 1,201 - 100.00 59.73 40.27 Investment holdingRogers Consolidated Shareholdings Ltd 16,860 100.00 - 100.00 - 16,860 100.00 - 100.00 - Investment holdingTambourissa Limited 581,152 100.00 - 100.00 - 581,152 100.00 - 100.00 - Investment holdingRogers Hospitality Ltd - 100.00 - - 100.00 - 100.00 - - 100.00 Dormant

FinTech:Rogers Capital Ltd 449,739 50.60 - 30.22 69.78 449,739 50.60 - 30.22 69.78 InvestmentRogers Capital Nominee 2 Ltd - - 100.00 30.22 69.78 - - 100.00 25.44 74.56 Global BusinessRogers Capital City Executives Ltd 50 - 100.00 30.22 69.78 50 - 100.00 25.44 74.56 Global BusinessRogers Capital Acturial Services Ltd 1,100 - 100.00 30.22 69.78 1,100 - 100.00 30.22 69.78 Actuarial servicesRogers Capital Accounting Services Ltd - - 100.00 30.22 69.78 - - 100.00 25.09 74.91 Global BusinessRogers Capital Business Services Ltd - - 100.00 30.22 69.78 - - 100.00 25.09 74.91 Global BusinessRogers Capital Corporate Services (Singapore) Pte Ltd 238 - 100.00 30.22 69.78 238 - 70.00 25.09 74.91 Global BusinessRogers Capital Corporate Services Ltd 782 - 100.00 30.22 69.78 633 - 70.00 25.44 74.56 Global BusinessRogers Capital Nominee Ltd - - 100.00 30.22 69.78 - - 100.00 25.44 74.56 Global BusinessRogers Capital Fund Services Ltd 500 - 100.00 30.22 69.78 527 - 100.00 25.44 74.56 Global BusinessRogers Capital Finance Ltd 1 - 100.00 30.22 69.78 1 - 100.00 30.22 69.78 DormantRogers Capital Nominee 1 Ltd - - 100.00 30.22 69.78 - - 100.00 25.44 74.56 Global BusinessRogers Capital Captive Insurance Management Services Ltd 2,215 - 100.00 30.22 69.78 2,215 - 100.00 25.09 74.91 Global BusinessRogers Capital Payroll Services Ltd 10 - 100.00 30.22 69.78 10 - 100.00 30.22 69.78 Payroll servicesRogers Capital Specialist Services Ltd 100 - 100.00 30.22 69.78 100 - 70.00 25.09 74.91 Global BusinessRiver Court Nominees Limited * 100 - 100.00 30.22 69.78 - - 100.00 25.44 74.56 Global BusinessRogers Capital Trustees Services Ltd 1,400 - 100.00 30.22 69.78 1,400 - 100.00 25.44 74.56 Global BusinessRogers Capital Investment Advisors Ltd 8,000 - 100.00 30.22 69.78 8,000 - 100.00 35.84 64.16 Asset managementRogers Capital Ltd 140,707 - 60.00 35.84 64.16 140,707 - 60.00 35.84 64.16 Investment holdingRogers Capital Wealth Management Ltd 601 - 100.00 30.22 69.78 601 - 100.00 35.84 64.16 Investment holding






ownership interest


Effective interest



Effective interest


Rs.’000 Rs.’000 Land and investments:ENL Corporate Ventures Limited 8 73.68 - 73.68 26.32 2 73.68 - 73.68 26.32 Corporate Venture FundFleet Investment Supply and Husbandry Ltd 1 100.00 - - 100.00 - - 100.00 59.73 40.27 DormantRogers & Co Ltd 1,260,200 59.73 - 59.73 40.27 1,260,200 59.73 - 59.73 40.27 Investment holdingRogers Corporate Services Ltd 289,431 100.00 - 59.73 40.27 1,201 - 100.00 59.73 40.27 Investment holdingRogers Consolidated Shareholdings Ltd 16,860 100.00 - 100.00 - 16,860 100.00 - 100.00 - Investment holdingTambourissa Limited 581,152 100.00 - 100.00 - 581,152 100.00 - 100.00 - Investment holdingRogers Hospitality Ltd - 100.00 - - 100.00 - 100.00 - - 100.00 Dormant

FinTech:Rogers Capital Ltd 449,739 50.60 - 30.22 69.78 449,739 50.60 - 30.22 69.78 InvestmentRogers Capital Nominee 2 Ltd - - 100.00 30.22 69.78 - - 100.00 25.44 74.56 Global BusinessRogers Capital City Executives Ltd 50 - 100.00 30.22 69.78 50 - 100.00 25.44 74.56 Global BusinessRogers Capital Acturial Services Ltd 1,100 - 100.00 30.22 69.78 1,100 - 100.00 30.22 69.78 Actuarial servicesRogers Capital Accounting Services Ltd - - 100.00 30.22 69.78 - - 100.00 25.09 74.91 Global BusinessRogers Capital Business Services Ltd - - 100.00 30.22 69.78 - - 100.00 25.09 74.91 Global BusinessRogers Capital Corporate Services (Singapore) Pte Ltd 238 - 100.00 30.22 69.78 238 - 70.00 25.09 74.91 Global BusinessRogers Capital Corporate Services Ltd 782 - 100.00 30.22 69.78 633 - 70.00 25.44 74.56 Global BusinessRogers Capital Nominee Ltd - - 100.00 30.22 69.78 - - 100.00 25.44 74.56 Global BusinessRogers Capital Fund Services Ltd 500 - 100.00 30.22 69.78 527 - 100.00 25.44 74.56 Global BusinessRogers Capital Finance Ltd 1 - 100.00 30.22 69.78 1 - 100.00 30.22 69.78 DormantRogers Capital Nominee 1 Ltd - - 100.00 30.22 69.78 - - 100.00 25.44 74.56 Global BusinessRogers Capital Captive Insurance Management Services Ltd 2,215 - 100.00 30.22 69.78 2,215 - 100.00 25.09 74.91 Global BusinessRogers Capital Payroll Services Ltd 10 - 100.00 30.22 69.78 10 - 100.00 30.22 69.78 Payroll servicesRogers Capital Specialist Services Ltd 100 - 100.00 30.22 69.78 100 - 70.00 25.09 74.91 Global BusinessRiver Court Nominees Limited * 100 - 100.00 30.22 69.78 - - 100.00 25.44 74.56 Global BusinessRogers Capital Trustees Services Ltd 1,400 - 100.00 30.22 69.78 1,400 - 100.00 25.44 74.56 Global BusinessRogers Capital Investment Advisors Ltd 8,000 - 100.00 30.22 69.78 8,000 - 100.00 35.84 64.16 Asset managementRogers Capital Ltd 140,707 - 60.00 35.84 64.16 140,707 - 60.00 35.84 64.16 Investment holdingRogers Capital Wealth Management Ltd 601 - 100.00 30.22 69.78 601 - 100.00 35.84 64.16 Investment holding


FINANCIAL REVIEW







ownership interest


Effective interest



Effective interest


Rs.’000 Rs.’000 Logistics:Ario (Seychelles) Ltd 47 - 100.00 59.73 40.27 47 - 100.00 59.73 40.27 GSA of airlinesAssociated Container Services Ltd 18,301 - 100.00 39.84 60.16 18,301 - 100.00 39.84 60.16 Port related servicesBEAVIA Kenya Limited 36 - 70.00 41.81 58.19 36 - 70.00 41.81 58.19 Travel agencyBlue Alize Ltd - - 80.00 47.78 52.22 - - 60.50 42.11 57.89 Catamaran sightseeing toursBlue Sky Réunion SAS 2,813 - 100.00 59.73 40.27 2,813 - 100.00 59.73 40.27 Travel agencyBS Travel Management Limitada 216 - 100.00 59.73 40.27 216 - 100.00 59.73 40.27 GSA of airlinesBS Travel Management Ltd 25,000 - 100.00 59.73 40.27 25,000 - 100.00 59.73 40.27 Travel agencyBS Travel Mayotte 325 - 100.00 59.73 40.27 325 - 100.00 59.73 40.27 Travel agencyCargo Express Madagascar S.A.R.L 168 - 100.00 39.54 60.46 168 - 100.00 39.54 60.46 Freight forwardingCroisières Australes Ltée 3,225 - 75.70 59.73 40.27 3,225 - 75.70 45.22 54.78 Catamaran sightseeing toursVelogic Haulage Services Ltd 975 - 80.00 31.90 68.10 975 - 80.00 59.73 40.27 Transport servicesRogers Capital Outsourcing Ltd 15,000 - 100.00 30.22 69.78 15,000 - 100.00 59.73 40.27 IT servicesRogers Capital Technogy Services Ltd 15,977 - 100.00 30.22 69.78 15,977 - 100.00 59.73 40.27 IT servicesEnterprise Information Systems Ltd (Kenya) - - 100.00 30.22 69.78 - - 100.00 59.73 40.27 IT servicesExpress Logistics Solutions Ltd 1 - 100.00 39.54 60.46 1 - 100.00 39.54 60.46 DormantFOM Warehouse Ltd 100 - 100.00 49.58 50.42 100 - 100.00 49.58 50.42 Port related servicesFreeport Operations (Mtius)Ltd 133,447 - 100.00 39.00 61.00 133,447 - 100.00 39.00 61.00 Port related servicesGeneral Cargo Services Limited 889 - 100.00 20.19 79.81 889 - 100.00 20.19 79.81 Transport and port related servicesGencargo (Transport) Limited 1,422 - 80.00 16.13 83.87 1,422 - 80.00 16.13 83.87 Transport servicesGSAfrica Airline Services (pty) Ltd 6,509 - 100.00 59.73 40.27 6,509 - 100.00 59.73 40.27 GSA Of AirlinesLogistics Solution Ltd 360,483 - 100.00 39.84 60.16 360,483 - 100.00 39.84 60.16 Investment holdingMTL Logistics & Distributions Ltd 1,688 - 100.00 39.84 60.16 1,688 - 100.00 39.54 60.46 DormantP.A.P.O.L.C.S. Ltd 100 - 80.00 18.99 81.01 100 - 80.00 18.99 81.01 StevedoringPapol Holding Limited 100 - 60.00 23.71 76.29 100 - 60.00 23.71 76.29 Investment holdingPlaisance Air Transport Services Ltd 1,500 - 100.00 59.73 40.27 1,500 - 100.00 59.73 40.27 WarehousingResaplanet Ltd 19,094 - 90.50 54.06 45.94 789 - 80.50 48.08 51.92 Online tour operatingRogers Aviation (Mauritius) Ltd 2,525 - 100.00 59.73 40.27 2,525 - 100.00 59.73 40.27 GSA of airlinesRogers Aviation Comores S.A.R.L 824 - 100.00 59.73 40.27 824 - 100.00 59.73 40.27 GSA of airlinesRogers Aviation France S.A.R.L 20,760 - 100.00 59.73 40.27 20,760 - 100.00 59.73 40.27 Investment holdingRogers Aviation Holding Company Ltd 115,410 100.00 - 59.73 40.27 115,410 - 100.00 59.73 40.27 Investment holdingRogers Aviation International Ltd 51,390 - 100.00 59.73 40.27 51,390 - 100.00 59.73 40.27 GSA of airlinesRogers Aviation Kenya Ltd 396 - 100.00 59.73 40.27 396 - 100.00 59.73 40.27 GSA of airlinesRogers Aviation Madagascar S.A.R.L 1,910 - 100.00 59.73 40.27 1,910 - 100.00 59.73 40.27 GSA of airlinesRogers Aviation Mayotte S.A.R.L 490 - 100.00 59.73 40.27 490 - 100.00 59.73 40.27 GSA of airlinesRogers Aviation Mozambique Limitada 54 - 100.00 59.73 40.27 54 - 100.00 59.73 40.27 GSA of airlinesRogers Aviation Reunion 20,001 - 100.00 59.73 40.27 20,001 - 100.00 59.73 40.27 GSA of airlinesRogers Aviation Senegal S.A.R.L - - 100.00 59.73 40.27 - - 100.00 59.73 40.27 GSA of airlines, travel agency and tour operatorRogers Aviation South Africa (PTY) Ltd 524 - 100.00 59.73 40.27 524 - 100.00 59.73 40.27 GSA of airlinesRogers International Distribution Services Limitada 63 - 100.00 39.54 60.46 63 - 100.00 39.54 60.46 Freight forwardingRogers International Distribution Services S.A 43,655 - 100.00 39.54 60.46 7,678 - 100.00 39.54 60.46 Freight forwardingRogers International Distribution Services S.A.R.L 8 - 100.00 39.54 60.46 8 - 100.00 39.54 60.46 Freight forwardingRogers Logistics International Ltd 2,358 - 100.00 39.54 60.46 2,358 - 100.00 39.54 60.46 Freight forwarding






ownership interest


Effective interest



Effective interest


Rs.’000 Rs.’000 Logistics:Ario (Seychelles) Ltd 47 - 100.00 59.73 40.27 47 - 100.00 59.73 40.27 GSA of airlinesAssociated Container Services Ltd 18,301 - 100.00 39.84 60.16 18,301 - 100.00 39.84 60.16 Port related servicesBEAVIA Kenya Limited 36 - 70.00 41.81 58.19 36 - 70.00 41.81 58.19 Travel agencyBlue Alize Ltd - - 80.00 47.78 52.22 - - 60.50 42.11 57.89 Catamaran sightseeing toursBlue Sky Réunion SAS 2,813 - 100.00 59.73 40.27 2,813 - 100.00 59.73 40.27 Travel agencyBS Travel Management Limitada 216 - 100.00 59.73 40.27 216 - 100.00 59.73 40.27 GSA of airlinesBS Travel Management Ltd 25,000 - 100.00 59.73 40.27 25,000 - 100.00 59.73 40.27 Travel agencyBS Travel Mayotte 325 - 100.00 59.73 40.27 325 - 100.00 59.73 40.27 Travel agencyCargo Express Madagascar S.A.R.L 168 - 100.00 39.54 60.46 168 - 100.00 39.54 60.46 Freight forwardingCroisières Australes Ltée 3,225 - 75.70 59.73 40.27 3,225 - 75.70 45.22 54.78 Catamaran sightseeing toursVelogic Haulage Services Ltd 975 - 80.00 31.90 68.10 975 - 80.00 59.73 40.27 Transport servicesRogers Capital Outsourcing Ltd 15,000 - 100.00 30.22 69.78 15,000 - 100.00 59.73 40.27 IT servicesRogers Capital Technogy Services Ltd 15,977 - 100.00 30.22 69.78 15,977 - 100.00 59.73 40.27 IT servicesEnterprise Information Systems Ltd (Kenya) - - 100.00 30.22 69.78 - - 100.00 59.73 40.27 IT servicesExpress Logistics Solutions Ltd 1 - 100.00 39.54 60.46 1 - 100.00 39.54 60.46 DormantFOM Warehouse Ltd 100 - 100.00 49.58 50.42 100 - 100.00 49.58 50.42 Port related servicesFreeport Operations (Mtius)Ltd 133,447 - 100.00 39.00 61.00 133,447 - 100.00 39.00 61.00 Port related servicesGeneral Cargo Services Limited 889 - 100.00 20.19 79.81 889 - 100.00 20.19 79.81 Transport and port related servicesGencargo (Transport) Limited 1,422 - 80.00 16.13 83.87 1,422 - 80.00 16.13 83.87 Transport servicesGSAfrica Airline Services (pty) Ltd 6,509 - 100.00 59.73 40.27 6,509 - 100.00 59.73 40.27 GSA Of AirlinesLogistics Solution Ltd 360,483 - 100.00 39.84 60.16 360,483 - 100.00 39.84 60.16 Investment holdingMTL Logistics & Distributions Ltd 1,688 - 100.00 39.84 60.16 1,688 - 100.00 39.54 60.46 DormantP.A.P.O.L.C.S. Ltd 100 - 80.00 18.99 81.01 100 - 80.00 18.99 81.01 StevedoringPapol Holding Limited 100 - 60.00 23.71 76.29 100 - 60.00 23.71 76.29 Investment holdingPlaisance Air Transport Services Ltd 1,500 - 100.00 59.73 40.27 1,500 - 100.00 59.73 40.27 WarehousingResaplanet Ltd 19,094 - 90.50 54.06 45.94 789 - 80.50 48.08 51.92 Online tour operatingRogers Aviation (Mauritius) Ltd 2,525 - 100.00 59.73 40.27 2,525 - 100.00 59.73 40.27 GSA of airlinesRogers Aviation Comores S.A.R.L 824 - 100.00 59.73 40.27 824 - 100.00 59.73 40.27 GSA of airlinesRogers Aviation France S.A.R.L 20,760 - 100.00 59.73 40.27 20,760 - 100.00 59.73 40.27 Investment holdingRogers Aviation Holding Company Ltd 115,410 100.00 - 59.73 40.27 115,410 - 100.00 59.73 40.27 Investment holdingRogers Aviation International Ltd 51,390 - 100.00 59.73 40.27 51,390 - 100.00 59.73 40.27 GSA of airlinesRogers Aviation Kenya Ltd 396 - 100.00 59.73 40.27 396 - 100.00 59.73 40.27 GSA of airlinesRogers Aviation Madagascar S.A.R.L 1,910 - 100.00 59.73 40.27 1,910 - 100.00 59.73 40.27 GSA of airlinesRogers Aviation Mayotte S.A.R.L 490 - 100.00 59.73 40.27 490 - 100.00 59.73 40.27 GSA of airlinesRogers Aviation Mozambique Limitada 54 - 100.00 59.73 40.27 54 - 100.00 59.73 40.27 GSA of airlinesRogers Aviation Reunion 20,001 - 100.00 59.73 40.27 20,001 - 100.00 59.73 40.27 GSA of airlinesRogers Aviation Senegal S.A.R.L - - 100.00 59.73 40.27 - - 100.00 59.73 40.27 GSA of airlines, travel agency and tour operatorRogers Aviation South Africa (PTY) Ltd 524 - 100.00 59.73 40.27 524 - 100.00 59.73 40.27 GSA of airlinesRogers International Distribution Services Limitada 63 - 100.00 39.54 60.46 63 - 100.00 39.54 60.46 Freight forwardingRogers International Distribution Services S.A 43,655 - 100.00 39.54 60.46 7,678 - 100.00 39.54 60.46 Freight forwardingRogers International Distribution Services S.A.R.L 8 - 100.00 39.54 60.46 8 - 100.00 39.54 60.46 Freight forwardingRogers Logistics International Ltd 2,358 - 100.00 39.54 60.46 2,358 - 100.00 39.54 60.46 Freight forwarding


FINANCIAL REVIEW







ownership interest


Effective interest



Effective interest


Rs.’000 Rs.’000 Logistics (Cont’d):Rogers Logistics Services Company Ltd 100 - 100.00 39.54 60.46 100 - 100.00 39.54 60.46 Freight forwardingRogers Shipping Ltd 721 - 100.00 27.18 72.82 721 - 100.00 27.18 72.82 Shipping servicesRogers Shipping Pte Ltd 3 - 51.00 20.19 79.81 3 - 51.00 20.19 79.81 Investment holdingSociété du Port 207,223 - 100.00 59.73 40.27 207,223 - 100.00 59.73 40.27 DormantSouthern Marine & Co Ltd 500 - 100.00 27.18 72.82 500 - 100.00 27.18 72.82 Shipping servicesSukpak Ltd 1,200 - 70.00 27.71 72.29 1,200 - 70.00 27.71 72.29 Packing of special sugarsThermoil Company Ltd 100 - 80.00 47.78 52.22 100 - 80.00 47.78 52.22 DormantTranscontinent S.A.R.L 617 - 66.60 39.78 60.22 617 - 66.60 39.78 60.22 Travel agencyTransworld International Ltd 25 - 100.00 39.54 60.46 25 - 100.00 39.54 60.46 DormantTravelia S.A.R.L 461 - 90.50 54.06 45.94 473 - 80.50 48.08 51.92 Online tour operatingVelogic Depot and Warehouse Ltd 300 - 100.00 39.54 60.46 300 - 100.00 39.54 60.46 DormantVelogic Express Reunion 8,341 - 100.00 39.54 60.46 8,341 - 100.00 39.54 60.46 CourierVelogic Garage Services Ltd 50 - 100.00 31.90 68.10 50 - 100.00 31.90 68.10 Transport companyVelogic Holding Company Ltd 1,019,294 - 66.20 39.54 60.46 1,019,294 - 66.20 39.54 60.46 Investment holdingVelogic India Private Ltd 11,156 - 100.00 39.54 60.46 11,156 - 100.00 39.54 60.46 Freight forwardingVelogic Ltd 83,985 - 100.00 39.54 60.46 83,985 - 100.00 39.54 60.46 Freight forwardingVelogic Sea Frigo R’Frigo S.A 4,085 - 100.00 39.54 60.46 4,085 - 100.00 39.54 60.46 Freight forwardingVK Logistics Ltd 163,814 - 51.00 20.19 79.81 163,814 - 51.00 20.19 79.81 Investment holdingYatch Management Ltd 10 - 51.10 30.46 69.54 10 - 51.10 23.06 76.94 Boat cruises

Commerce and Industry:Cogir Limitée 68,000 - 99.83 99.83 0.17 8,000 - 54.15 54.15 45.85 Construction

Hospitality:Adnarev Ltd 76,464 - 100.00 46.59 53.41 76,464 - 100.00 45.39 54.61 HotelCase Noyale Ltée 7 1.30 52.30 22.28 77.72 7 - 53.60 22.28 77.72 Agriculture & leisureHeritage Golf Club Ltd 310,350 - 100.00 38.47 61.53 310,350 - 100.00 37.69 62.31 Golf courseHeritage Events Company Limited 100 - 100.00 46.59 53.41 100 - 100.00 45.39 54.61 Investment holdingSeven Colours Spa Ltd 20,025 - 100.00 46.59 53.41 20,025 - 100.00 45.39 54.61 Management servicesVeranda Tamarin Ltd 160,000 - 81.00 23.77 76.23 160,000 - 81.00 - 100.00 HotelVLH Ltd 278,329 - 76.20 56.86 43.14 555,276 - 100.00 45.39 54.61 HotelVLH Training Ltd 1,015 - 100.00 46.59 53.41 1,015 - 100.00 45.39 54.61 Training

Agro-industry:Agrex Limited 7,540 - 100.00 100.00 - 7,540 - 100.00 100.00 - Sale of agro-supply productsCie. Sucrière de Bel Ombre Ltd 33,300 1.20 52.30 22.28 77.72 33,300 - 53.50 22.28 77.72 Agriculture & investmentENL Agri Ltd 430,000 100.00 - 100.00 - 430,000 100.00 - 100.00 - Agricultural activitiesEnquickfix Limited 1,201 - 100.00 100.00 - 1 - 100.00 100.00 - DormantESP Landscapers Ltd 10,000 - 87.45 84.45 15.55 10,000 - 87.45 84.45 15.55 Landscaping services Exotiflors Limited 7,000 - 100.00 100.00 - 7,000 - 100.00 100.00 - DormantMon Desert Alma Sugar Milling Company Limited 83,934 - 80.00 80.00 20.00 83,934 - 80.00 80.00 20.00 Agricultural activitiesSygeco 801 - 100.00 100.00 - 801 - 100.00 100.00 - Provision of syndic servicesThe Savannah Sugar Milling Company Limited 138,188 80.00 - 80.00 20.00 138,188 80.00 - 80.00 20.00 Dormant






ownership interest


Effective interest



Effective interest


Rs.’000 Rs.’000 Logistics (Cont’d):Rogers Logistics Services Company Ltd 100 - 100.00 39.54 60.46 100 - 100.00 39.54 60.46 Freight forwardingRogers Shipping Ltd 721 - 100.00 27.18 72.82 721 - 100.00 27.18 72.82 Shipping servicesRogers Shipping Pte Ltd 3 - 51.00 20.19 79.81 3 - 51.00 20.19 79.81 Investment holdingSociété du Port 207,223 - 100.00 59.73 40.27 207,223 - 100.00 59.73 40.27 DormantSouthern Marine & Co Ltd 500 - 100.00 27.18 72.82 500 - 100.00 27.18 72.82 Shipping servicesSukpak Ltd 1,200 - 70.00 27.71 72.29 1,200 - 70.00 27.71 72.29 Packing of special sugarsThermoil Company Ltd 100 - 80.00 47.78 52.22 100 - 80.00 47.78 52.22 DormantTranscontinent S.A.R.L 617 - 66.60 39.78 60.22 617 - 66.60 39.78 60.22 Travel agencyTransworld International Ltd 25 - 100.00 39.54 60.46 25 - 100.00 39.54 60.46 DormantTravelia S.A.R.L 461 - 90.50 54.06 45.94 473 - 80.50 48.08 51.92 Online tour operatingVelogic Depot and Warehouse Ltd 300 - 100.00 39.54 60.46 300 - 100.00 39.54 60.46 DormantVelogic Express Reunion 8,341 - 100.00 39.54 60.46 8,341 - 100.00 39.54 60.46 CourierVelogic Garage Services Ltd 50 - 100.00 31.90 68.10 50 - 100.00 31.90 68.10 Transport companyVelogic Holding Company Ltd 1,019,294 - 66.20 39.54 60.46 1,019,294 - 66.20 39.54 60.46 Investment holdingVelogic India Private Ltd 11,156 - 100.00 39.54 60.46 11,156 - 100.00 39.54 60.46 Freight forwardingVelogic Ltd 83,985 - 100.00 39.54 60.46 83,985 - 100.00 39.54 60.46 Freight forwardingVelogic Sea Frigo R’Frigo S.A 4,085 - 100.00 39.54 60.46 4,085 - 100.00 39.54 60.46 Freight forwardingVK Logistics Ltd 163,814 - 51.00 20.19 79.81 163,814 - 51.00 20.19 79.81 Investment holdingYatch Management Ltd 10 - 51.10 30.46 69.54 10 - 51.10 23.06 76.94 Boat cruises

Commerce and Industry:Cogir Limitée 68,000 - 99.83 99.83 0.17 8,000 - 54.15 54.15 45.85 Construction

Hospitality:Adnarev Ltd 76,464 - 100.00 46.59 53.41 76,464 - 100.00 45.39 54.61 HotelCase Noyale Ltée 7 1.30 52.30 22.28 77.72 7 - 53.60 22.28 77.72 Agriculture & leisureHeritage Golf Club Ltd 310,350 - 100.00 38.47 61.53 310,350 - 100.00 37.69 62.31 Golf courseHeritage Events Company Limited 100 - 100.00 46.59 53.41 100 - 100.00 45.39 54.61 Investment holdingSeven Colours Spa Ltd 20,025 - 100.00 46.59 53.41 20,025 - 100.00 45.39 54.61 Management servicesVeranda Tamarin Ltd 160,000 - 81.00 23.77 76.23 160,000 - 81.00 - 100.00 HotelVLH Ltd 278,329 - 76.20 56.86 43.14 555,276 - 100.00 45.39 54.61 HotelVLH Training Ltd 1,015 - 100.00 46.59 53.41 1,015 - 100.00 45.39 54.61 Training

Agro-industry:Agrex Limited 7,540 - 100.00 100.00 - 7,540 - 100.00 100.00 - Sale of agro-supply productsCie. Sucrière de Bel Ombre Ltd 33,300 1.20 52.30 22.28 77.72 33,300 - 53.50 22.28 77.72 Agriculture & investmentENL Agri Ltd 430,000 100.00 - 100.00 - 430,000 100.00 - 100.00 - Agricultural activitiesEnquickfix Limited 1,201 - 100.00 100.00 - 1 - 100.00 100.00 - DormantESP Landscapers Ltd 10,000 - 87.45 84.45 15.55 10,000 - 87.45 84.45 15.55 Landscaping services Exotiflors Limited 7,000 - 100.00 100.00 - 7,000 - 100.00 100.00 - DormantMon Desert Alma Sugar Milling Company Limited 83,934 - 80.00 80.00 20.00 83,934 - 80.00 80.00 20.00 Agricultural activitiesSygeco 801 - 100.00 100.00 - 801 - 100.00 100.00 - Provision of syndic servicesThe Savannah Sugar Milling Company Limited 138,188 80.00 - 80.00 20.00 138,188 80.00 - 80.00 20.00 Dormant


FINANCIAL REVIEW







ownership interest


Effective interest



Effective interest


Rs.’000 Rs.’000 Property:Ascencia Limited 3,699,506 - 68.14 51.97 48.03 3,602,171 - 69.96 53.55 46.45 Property FundBagaprop Limited 1,252,101 - 85.00 20.37 79.63 1,252,101 - 85.00 20.55 79.45 PropertyEnatt Ltd 74,789 - 58.42 49.83 50.17 74,789 - 58.42 49.83 50.17 Property managementENL House Limited 147,240 8.83 82.34 91.17 8.83 147,240 8.83 82.34 91.17 8.83 Owner of propertyENL Property Limited 3,022,174 100.00 - 100.00 - 1,965,335 100.00 - 100.00 - Property development servicesEnvolt Ltd 1 - 100.00 100.00 - 1 - 100.00 100.00 - Producer of electricityEspral International Ltd 9,900 - 100.00 84.45 15.55 9,900 - 100.00 84.45 15.55 Real estate marketingEspral Limited 31,000 - 87.45 84.45 15.55 31,000 - 87.45 84.45 15.55 Land development servicesForesite Property Holding Ltd 1,028,269 100.00 - 59.73 40.27 1,028,269 - 100.00 59.73 40.27 Investment holdingFPHL Infra Ltd 27,531 - 100.00 80.27 19.73 27,531 - 100.00 80.27 19.73 DormantGardens of Bagatelle Ltd 245,446 - 100.00 16.76 83.24 245,446 - 100.00 16.76 83.24 Property Investment Le Marche du Moulin Ltd 1 - 100.00 13.38 86.62 1 - 100.00 13.38 86.62 RetailLe Floreal Commercial Centre Limited 240,000 - 100.00 75.98 24.02 240,000 - 100.00 76.78 23.22 PropertyLe Sunset Commercial Limited 80,000 - 100.00 100.00 - 80,000 - 100.00 100.00 - Property developerLes Villas de Bel Ombre Ltée 291,135 - 60.00 13.38 86.62 291,135 - 100.00 53.38 46.62 Construction and sale of villasMall of Mauritius 861,216 - 100.00 89.93 10.07 1,255,630 - 100.00 89.93 10.07 Land and property developerMDA Properties Ltd 534,197 - 50.11 50.11 49.89 534,197 - 50.11 50.11 49.89 Land and property developerMoka City Ltd 1,027,197 99.94 0.06 100.00 - - - - - - PropertyTelfair Developments Limited (ex Minissy Development Limited) 887,999 - 84.70 72.52 27.48 837,014 - 84.70 72.52 27.48 Property developerMotorcity Ltd 151,675 - 100.00 89.93 10.07 151,675 - 100.00 89.93 10.07 PropertyMotor Traders Ltd 500 100.00 - 59.73 40.27 500 - 100.00 59.73 40.27 PropertyReliance Facilities Ltd 25,000 - 100.00 80.27 19.73 25,000 - 100.00 80.27 19.73 DormantReliance Security Services Ltd 49,539 - 100.00 80.27 19.73 49,539 - 100.00 80.27 19.73 DormantReliance Systems Ltd 1 - 100.00 80.27 19.73 1 - 100.00 80.27 19.73 DormantS&W Synergy Ltd 44,750 22.35 51.40 48.11 51.89 44,750 22.35 51.40 48.11 51.89 Management of sports complexSavannah Properties Ltd 1 100.00 - 100.00 - 1 100.00 - 100.00 - Land and property development Societé Du Courlis 7,000 100.00 - 100.00 - 7,000 100.00 - 100.00 - Rental of bungalowsSouth West Tourism Development Co. Ltd 4,950 68.90 2.00 41.15 58.85 4,950 - 70.90 41.15 58.85 Investment holdingThe Old Factory Limited * 70,435 - 100.00 100.00 - 70,435 - 100.00 100.00 - Rental of officesVillas Valriche Resorts Ltd 1 - 100.00 13.38 86.62 1 - 100.00 13.38 86.62 Rental pool management company

* On January 1, 2017, the Valetta Locoshed Offices Ltd amalgamated into The Old Factory Limited.






ownership interest


Effective interest



Effective interest


Rs.’000 Rs.’000 Property:Ascencia Limited 3,699,506 - 68.14 51.97 48.03 3,602,171 - 69.96 53.55 46.45 Property FundBagaprop Limited 1,252,101 - 85.00 20.37 79.63 1,252,101 - 85.00 20.55 79.45 PropertyEnatt Ltd 74,789 - 58.42 49.83 50.17 74,789 - 58.42 49.83 50.17 Property managementENL House Limited 147,240 8.83 82.34 91.17 8.83 147,240 8.83 82.34 91.17 8.83 Owner of propertyENL Property Limited 3,022,174 100.00 - 100.00 - 1,965,335 100.00 - 100.00 - Property development servicesEnvolt Ltd 1 - 100.00 100.00 - 1 - 100.00 100.00 - Producer of electricityEspral International Ltd 9,900 - 100.00 84.45 15.55 9,900 - 100.00 84.45 15.55 Real estate marketingEspral Limited 31,000 - 87.45 84.45 15.55 31,000 - 87.45 84.45 15.55 Land development servicesForesite Property Holding Ltd 1,028,269 100.00 - 59.73 40.27 1,028,269 - 100.00 59.73 40.27 Investment holdingFPHL Infra Ltd 27,531 - 100.00 80.27 19.73 27,531 - 100.00 80.27 19.73 DormantGardens of Bagatelle Ltd 245,446 - 100.00 16.76 83.24 245,446 - 100.00 16.76 83.24 Property Investment Le Marche du Moulin Ltd 1 - 100.00 13.38 86.62 1 - 100.00 13.38 86.62 RetailLe Floreal Commercial Centre Limited 240,000 - 100.00 75.98 24.02 240,000 - 100.00 76.78 23.22 PropertyLe Sunset Commercial Limited 80,000 - 100.00 100.00 - 80,000 - 100.00 100.00 - Property developerLes Villas de Bel Ombre Ltée 291,135 - 60.00 13.38 86.62 291,135 - 100.00 53.38 46.62 Construction and sale of villasMall of Mauritius 861,216 - 100.00 89.93 10.07 1,255,630 - 100.00 89.93 10.07 Land and property developerMDA Properties Ltd 534,197 - 50.11 50.11 49.89 534,197 - 50.11 50.11 49.89 Land and property developerMoka City Ltd 1,027,197 99.94 0.06 100.00 - - - - - - PropertyTelfair Developments Limited (ex Minissy Development Limited) 887,999 - 84.70 72.52 27.48 837,014 - 84.70 72.52 27.48 Property developerMotorcity Ltd 151,675 - 100.00 89.93 10.07 151,675 - 100.00 89.93 10.07 PropertyMotor Traders Ltd 500 100.00 - 59.73 40.27 500 - 100.00 59.73 40.27 PropertyReliance Facilities Ltd 25,000 - 100.00 80.27 19.73 25,000 - 100.00 80.27 19.73 DormantReliance Security Services Ltd 49,539 - 100.00 80.27 19.73 49,539 - 100.00 80.27 19.73 DormantReliance Systems Ltd 1 - 100.00 80.27 19.73 1 - 100.00 80.27 19.73 DormantS&W Synergy Ltd 44,750 22.35 51.40 48.11 51.89 44,750 22.35 51.40 48.11 51.89 Management of sports complexSavannah Properties Ltd 1 100.00 - 100.00 - 1 100.00 - 100.00 - Land and property development Societé Du Courlis 7,000 100.00 - 100.00 - 7,000 100.00 - 100.00 - Rental of bungalowsSouth West Tourism Development Co. Ltd 4,950 68.90 2.00 41.15 58.85 4,950 - 70.90 41.15 58.85 Investment holdingThe Old Factory Limited * 70,435 - 100.00 100.00 - 70,435 - 100.00 100.00 - Rental of officesVillas Valriche Resorts Ltd 1 - 100.00 13.38 86.62 1 - 100.00 13.38 86.62 Rental pool management company

* On January 1, 2017, the Valetta Locoshed Offices Ltd amalgamated into The Old Factory Limited.


FINANCIAL REVIEW




(e) The above subsidiary companies are incorporated and operate in Mauritius, except for those listed below:

COUNTRY OF INCORPORATION

Ario (Seychelles) Republic of SeychellesB S Travel Management Limitada Republic of MozambiqueB S Travel Mayotte Réunion IslandBEAVIA Kenya Limited Republic of KenyaBlue Sky Réunion SAS Réunion IslandCargo Express Madagascar S.A.R.L. Republic of MalagasyEnterprise Information Systems Ltd. (Kenya) Republic of KenyaGencargo (Transport) Limited Republic of KenyaGeneral Cargo Services Limited Republic of KenyaGSAfrica Airline Services (Pty) Ltd. Republic of South AfricaKross Border Corporate Services (Singapore) Pte Ltd Republic of SingaporeRIDS Coreiro International Lda. Republic of MozambiqueRogers Aviation Comores S.A.R.L Republic of ComoresRogers Aviation France S.A.R.L. Réunion IslandRogers Aviation Kenya Ltd. Republic of KenyaRogers Aviation Madagascar S.A.R.L. Republic of MalagasyRogers Aviation Mayotte S.A.R.L. MayotteRogers Aviation Mozambique Limitada Republic of MozambiqueRogers Aviation Senegal S.A.R.L. Republic of SenegalRogers Aviation South Africa (PTY) Ltd. Republic of South AfricaRogers Capital Corporate Services (Singapore) Pte Ltd Republic of SingaporeRogers International Distribution Services Limitada Republic of MozambiqueRogers International Distribution Services S.A. French RepublicRogers International Distribution Services S.A.R.L. Republic of MalagasyRogers Shipping Pte Ltd. Republic of SingaporeSabre South Africa Ltd Republic of South AfricaTranscontinent S.A.R.L. Republic of MalagasyTravelia S.A.R.L Réunion IslandVelogic Express Reunion Réunion IslandVelogic India Private Ltd Republic of IndiaVelogic Sea Frigo R’Frigo SA Réunion Island


FINANCIAL REVIEW




(e) The above subsidiary companies are incorporated and operate in Mauritius, except for those listed below:

COUNTRY OF INCORPORATION

Ario (Seychelles) Republic of SeychellesB S Travel Management Limitada Republic of MozambiqueB S Travel Mayotte Réunion IslandBEAVIA Kenya Limited Republic of KenyaBlue Sky Réunion SAS Réunion IslandCargo Express Madagascar S.A.R.L. Republic of MalagasyEnterprise Information Systems Ltd. (Kenya) Republic of KenyaGencargo (Transport) Limited Republic of KenyaGeneral Cargo Services Limited Republic of KenyaGSAfrica Airline Services (Pty) Ltd. Republic of South AfricaKross Border Corporate Services (Singapore) Pte Ltd Republic of SingaporeRIDS Coreiro International Lda. Republic of MozambiqueRogers Aviation Comores S.A.R.L Republic of ComoresRogers Aviation France S.A.R.L. Réunion IslandRogers Aviation Kenya Ltd. Republic of KenyaRogers Aviation Madagascar S.A.R.L. Republic of MalagasyRogers Aviation Mayotte S.A.R.L. MayotteRogers Aviation Mozambique Limitada Republic of MozambiqueRogers Aviation Senegal S.A.R.L. Republic of SenegalRogers Aviation South Africa (PTY) Ltd. Republic of South AfricaRogers Capital Corporate Services (Singapore) Pte Ltd Republic of SingaporeRogers International Distribution Services Limitada Republic of MozambiqueRogers International Distribution Services S.A. French RepublicRogers International Distribution Services S.A.R.L. Republic of MalagasyRogers Shipping Pte Ltd. Republic of SingaporeSabre South Africa Ltd Republic of South AfricaTranscontinent S.A.R.L. Republic of MalagasyTravelia S.A.R.L Réunion IslandVelogic Express Reunion Réunion IslandVelogic India Private Ltd Republic of IndiaVelogic Sea Frigo R’Frigo SA Réunion Island


(f) Details of subsidiaries that have non-controlling interests that are material to the entity are given below:

Name of company

Profit attributable to

non-controlling interests

during the year

Accumulated non controlling

interests at June 30,

2017 Rs.’000 Rs.’000 Rogers & Co Ltd 604,287 9,977,583

2016 Rs.’000 Rs.’000 Rogers & Co Ltd 344,046 8,934,006

(g) Summarised financial information of subsidiaries with material non-controlling interests

Summarised statement of financial position and statement of profit or loss and other comprehensive income:

(i) Name of company

Non-current assets

Current assets

Non-current

liabilities Current

liabilities Revenue

Profit from

operations

Other comprehensive income for the

year

Total comprehensive

income for the year

Dividend paid to non-

controlling interests

Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 2017Rogers & Co Ltd 27,191,700 3,714,000 8,258,100 4,771,600 8,663,000 1,124,500 947,200 2,071,700 214,800

2016Rogers & Co Ltd 25,019,900 4,430,000 7,757,900 5,272,200 8,167,400 889,700 4,900 894,600 193,900


FINANCIAL REVIEW




(ii) Summarised cash flow information:

Name of company Operating

activities Investing activities

Financing activities

Net (decrease)/ increase in

cash and cash

equivalents

2017 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rogers & Co Ltd 1,109,400 (1,054,700) (244,400) (189,700)

2016Rogers & Co Ltd 1,215,700 (2,926,200) 1,749,100 38,600

The summarised financial information stated above exclude intra-group eliminations.

(h) Critical accounting estimates and assumptionsImpairment of available-for-sale financial assets

The group follows the guidance of IAS 39 in determining when an investment is other-than-temporarily impaired. This determination requires significant judgement. In making this judgement, it evaluates, among other factors, the duration and extent to which the fair value of an investment is less than its cost, and the financial health of and near-term business outlook for the investee, including factors such as industry and sector performance, changes in technology and operational and financing cash flows.

Fair value of securities not quoted on an active market

The fair value of securities not quoted on an active market may be determined by the group using valuation techniques including recent arm’s length transactions, reference to other instruments that are substantially the same, adjusted net asset, capitalised earnings method, dividend yield method and market prices refined to reflect the issuer’s specific circumstances, whichever is considered to be appropriate.

The group exercises judgement and estimates on the quantity and quality of pricing sources used. Changes in assumptions about these factors affect the reported fair value of financial instruments.


FINANCIAL REVIEW



10. INVESTMENTS IN ASSOCIATED COMPANIES


Separate financial statements of the investor

Investments in associated companies are carried at fair value. The carrying amount is reduced to recognise any impairment in the value of individual investments.

Consolidated financial statements

An associate is an entity over which the group has significant influence but not control, or joint control, generally accompanying a shareholding between 20% and 50% of the voting rights. Investments in associates are accounted for using the equity method.

The group’s investments in associates include goodwill (net of any accumulated impairment loss) identified on acquisition. Investments in associates are initially recognised at cost as adjusted for post acquisition changes in the group’s share of the net assets of the associates less any impairment in the value of individual investments.

Any excess of the cost of acquisition over the group’s share of the net fair value of the associate’s identifiable assets and liabilities at the date of acquisition is recognised as goodwill which is included in the carrying amount of the investment. Any excess of the group’s share of the net fair value of identifiable assets and liabilities over the cost of acquisition is included in profit or loss as excess of fair value of the share of net assets over acquisition price.

When the group’s share of losses exceeds its interest in an associate, the group discontinues recognising further losses unless it has legal or constructive obligations or made payments on behalf of the associate.

The results of associated companies acquired or disposed of during the year are included in the consolidated statement of profit or loss and other comprehensive income from the date of their acquisition or up to the date of their disposal.

Unrealised profits are eliminated to the extent of the group’s interests in the associate. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the assets transferred. Where necessary, appropriate adjustments are made to the financial statements of associates to bring the accounting policies used in line with those adopted by the group.

If the ownership interest in an associate is reduced but significant influence is retained, only a proportionate share of the amounts previously recognised in other comprehensive income are reclassified to profit or loss where appropriate.

Gains or losses arising on the dilution of investments in associates are recognised in profit or loss.

2017 2016(b) THE GROUP Rs.’000 Rs.’000

At July 1, 8,112,536 4,366,807 Amalgamation adjustment - 3,321,394 Additions 650,822 916,070 Disposals (23,716) (485,414)Movement in reserves of associated companies (114,543) (90,526)Share of retained profits of associated companies (7,023) 84,205 At June 30, 8,618,076 8,112,536

Made up as follows: 2017 2016 Rs.’000 Rs.’000

- Share of net assets 8,591,521 8,073,984 - Goodwill 26,555 38,552

8,618,076 8,112,536


FINANCIAL REVIEW



10. INVESTMENTS IN ASSOCIATED COMPANIES (CONT’D)

(c) The associated companies are as follows:

% Holding

Name of company Year end

Country of incorporation and operation

Class of share held Holding Subsidiaries

Effective interest Nature of business

2017

Emerald (Mtius) Ltd June 30, 2017 Mauritius Ordinary 50.00% - 50.00% Dormant companySociété Usinière Du Sud December 31, 2010 Mauritius Parts - 24.00% 19.20% Dormant Société Sud Concassage Limitée June 30, 2017 Mauritius Ordinary - 25.00% 25.00% Production of building materialsB.R.E Limited June 30, 2017 Mauritius Ordinary - 29.79% 29.79% Investment companyBluefrog Limited June 30, 2017 Mauritius Ordinary 45.48% 34.49% Procurement servicesFootFive Co Ltd June 30, 2017 Mauritius Ordinary - 25.00% 25.00% Rental of gymnasiumConstruction & Development Ltd June 30, 2017 Mauritius Ordinary 50.00% 49.92% ConstructionCharles Telfair Ltd June 30, 2017 Mauritius Ordinary 8.33% 16.67% 18.29% Tertiary coursesNew Mauritius Hotels Limited Sep 30, 2017 Mauritius Ordinary 12.54% 22.80% 26.16% HospitalityManagement and Development Company Limited June 30, 2017 Mauritius Ordinary - 39.00% 39.00% Management servicesAvipro Co Ltd June 30, 2017 Mauritius Ordinary - 39.00% 39.00% Poultry farming and food processingAir Cargo Service Madagascar Ltd December 31, 2016 Madagascar Ordinary - 50.00% 29.87% Ground handling servicesBioculture (Mauritius) Ltd June 30, 2017 Mauritius Ordinary - 25.40% 15.17% Breeding and export of primatesBlue Connect Ltd September 30, 2016 Mauritius Ordinary - 30.00% 17.92% Business process outsourcing Lagoona Cruise Ltd June 30, 2017 Mauritius Ordinary - 33.30% 19.89% Boat Cruises activitiesLe Morne Development Corporation Ltd September 30, 2016 Mauritius Ordinary - 20.00% 11.95% PropertyMauritian Coal and Allied Services Company Ltd September 30, 2016 Mauritius Ordinary - 25.60% 15.29% Coal suppliersMautourco Ltd September 30, 2016 Mauritius Ordinary - 49.00% 29.27% Vehicle rental and tourMozambique Airport Handling Services Limitada Hotels September 30, 2016 Mozambique Ordinary - 29.00% 17.32% Ground handling servicesSainte Marie Crushing Plant Ltd June 30, 2017 Mauritius Parts - 8.80% 5.26% Manufacture and Sale of Building materialsSociété Grande Castagnole September 30, 2016 Mauritius Parts - 49.00% 29.27% Investment Société Pur Blanca September 30, 2016 Mauritius Parts - 49.00% 29.27% InvestmentSwan Financial Solutions Ltd December 31, 2016 Mauritius Ordinary - 20.00% 11.95% Insurance Swan General Ltd December 31, 2016 Mauritius Ordinary - 28.80% 17.20% Insurance White Palm Ltd Mauritius September 30, 2016 Mauritius Ordinary - 49.00% 29.27% Vehicle rental and tours Axa Customer Services Ltd Mauritius December 31, 2016 Mauritius Ordinary - 25.30% 15.11% Business process outsourcing Jacotet Bay Ltd June 30, 2017 Mauritius Ordinary - 11.20% 6.69% PropertyMolinea Property Ltd June 30, 2017 Mauritius Ordinary - 50.00% 50.00% Property developer



(c) The associated companies are as follows:

% Holding





2017

Emerald (Mtius) Ltd June 30, 2017 Mauritius Ordinary 50.00% - 50.00% Dormant companySociété Usinière Du Sud December 31, 2010 Mauritius Parts - 24.00% 19.20% Dormant Société Sud Concassage Limitée June 30, 2017 Mauritius Ordinary - 25.00% 25.00% Production of building materialsB.R.E Limited June 30, 2017 Mauritius Ordinary - 29.79% 29.79% Investment companyBluefrog Limited June 30, 2017 Mauritius Ordinary 45.48% 34.49% Procurement servicesFootFive Co Ltd June 30, 2017 Mauritius Ordinary - 25.00% 25.00% Rental of gymnasiumConstruction & Development Ltd June 30, 2017 Mauritius Ordinary 50.00% 49.92% ConstructionCharles Telfair Ltd June 30, 2017 Mauritius Ordinary 8.33% 16.67% 18.29% Tertiary coursesNew Mauritius Hotels Limited Sep 30, 2017 Mauritius Ordinary 12.54% 22.80% 26.16% HospitalityManagement and Development Company Limited June 30, 2017 Mauritius Ordinary - 39.00% 39.00% Management servicesAvipro Co Ltd June 30, 2017 Mauritius Ordinary - 39.00% 39.00% Poultry farming and food processingAir Cargo Service Madagascar Ltd December 31, 2016 Madagascar Ordinary - 50.00% 29.87% Ground handling servicesBioculture (Mauritius) Ltd June 30, 2017 Mauritius Ordinary - 25.40% 15.17% Breeding and export of primatesBlue Connect Ltd September 30, 2016 Mauritius Ordinary - 30.00% 17.92% Business process outsourcing Lagoona Cruise Ltd June 30, 2017 Mauritius Ordinary - 33.30% 19.89% Boat Cruises activitiesLe Morne Development Corporation Ltd September 30, 2016 Mauritius Ordinary - 20.00% 11.95% PropertyMauritian Coal and Allied Services Company Ltd September 30, 2016 Mauritius Ordinary - 25.60% 15.29% Coal suppliersMautourco Ltd September 30, 2016 Mauritius Ordinary - 49.00% 29.27% Vehicle rental and tourMozambique Airport Handling Services Limitada Hotels September 30, 2016 Mozambique Ordinary - 29.00% 17.32% Ground handling servicesSainte Marie Crushing Plant Ltd June 30, 2017 Mauritius Parts - 8.80% 5.26% Manufacture and Sale of Building materialsSociété Grande Castagnole September 30, 2016 Mauritius Parts - 49.00% 29.27% Investment Société Pur Blanca September 30, 2016 Mauritius Parts - 49.00% 29.27% InvestmentSwan Financial Solutions Ltd December 31, 2016 Mauritius Ordinary - 20.00% 11.95% Insurance Swan General Ltd December 31, 2016 Mauritius Ordinary - 28.80% 17.20% Insurance White Palm Ltd Mauritius September 30, 2016 Mauritius Ordinary - 49.00% 29.27% Vehicle rental and tours Axa Customer Services Ltd Mauritius December 31, 2016 Mauritius Ordinary - 25.30% 15.11% Business process outsourcing Jacotet Bay Ltd June 30, 2017 Mauritius Ordinary - 11.20% 6.69% PropertyMolinea Property Ltd June 30, 2017 Mauritius Ordinary - 50.00% 50.00% Property developer


FINANCIAL REVIEW




% Holding





2016

Emerald (Mtius) Ltd June 30, 2016 Mauritius Ordinary 50.00% - 50.00% Dormant companySociété Usinière Du Sud December 31, 2010 Mauritius Parts - 24.00% 24.00% Dormant Société Sud Concassage Limitée June 30, 2016 Mauritius Ordinary - 25.00% 25.00% Production of building materialsB.R.E Limited June 30, 2016 Mauritius Ordinary - 29.79% 29.79% Investment companyBluefrog Limited June 30, 2016 Mauritius Ordinary - 27.30% 16.31% Procurement servicesEtwaro & Associates June 30, 2016 Mauritius Ordinary - 30.00% 30.00% Quantity surveying and project management servicesFootFive Co Ltd June 30, 2016 Mauritius Ordinary - 25.00% 25.00% Rental of gymnasiumConstruction & Development Ltd June 30, 2016 Mauritius Ordinary - 50.00% 27.08% ConstructionCharles Telfair Ltd June 30, 2016 Mauritius Ordinary 7.45% 14.81% 16.30% Tertiary coursesNew Mauritius Hotels Limited Sep 30, 2016 Mauritius Ordinary 10.61% 19.26% 22.11% HospitalityManagement and Development Company Limited June 30, 2016 Mauritius Ordinary - 39.00% 39.00% Management servicesAvipro Co Ltd June 30, 2016 Mauritius Ordinary - 39.00% 39.00% Poultry farming and food processingAir Cargo Service Madagascar Ltd December 31, 2015 Madagascar Ordinary - 50.00% 29.87% Ground handling servicesBioculture (Mauritius) Ltd June 30, 2016 Mauritius Ordinary - 16.40% 9.80% Breeding and export of primatesBlue Connect Ltd September 30, 2015 Mauritius Ordinary - 30.00% 17.92% Business process outsourcing Lagoona Cruise Ltd June 30, 2016 Mauritius Ordinary - 33.30% 19.89% Boat Cruises activitiesLe Morne Development Corporation Ltd September 30, 2015 Mauritius Ordinary - 20.00% 11.95% PropertyMauritian Coal and Allied Services Company Ltd September 30, 2015 Mauritius Ordinary - 25.60% 15.29% Coal suppliersMautourco Ltd September 30, 2015 Mauritius Ordinary - 49.00% 29.27% Vehicle rental and tourMozambique Airport Handling Services Limitada Hotels September 30, 2015 Mozambique Ordinary - 29.00% 17.32% Ground handling servicesSainte Marie Crushing Plant Ltd June 30, 2016 Mauritius Parts - 8.80% 5.26% Manufacture and Sale of Building materialsSociété Grande Castagnole September 30, 2015 Mauritius Parts - 49.00% 29.27% Investment Société Pur Blanca September 30, 2015 Mauritius Parts - 49.00% 29.27% InvestmentSwan Financial Solutions Ltd December 31, 2015 Mauritius Ordinary - 20.00% 11.95% Insurance Swan General Ltd December 31, 2015 Mauritius Ordinary - 28.80% 17.20% Insurance White Palm Ltd Mauritius September 30, 2015 Mauritius Ordinary - 49.00% 29.27% Vehicle rental and tours Axa Customer Services Ltd Mauritius December 31, 2015 Mauritius Ordinary - 50.00% 29.87% Business process outsourcing Jacotet Bay Ltd June 30, 2016 Mauritius Ordinary 50.00% 29.87% Property

(i) For companies with non co-terminous year end, management accounts to June 30 have been included in the consolidated financial statements.

(ii) As at June 30, 2017, the fair value of the group’s interests in New Mauritius Hotels Limited and Swan General Ltd which are listed on the Stock Exchange of Mauritius were Rs.3,811.6m and Rs.745.2m respectively (2016:Rs.2,922.2m and Rs.723.1m) based on the quoted market price available, which is a level 1 input in terms of IFRS 13.

(iii) During the year, the Group disposed of its investment in Etwaroo & Associates.



% Holding





2016

Emerald (Mtius) Ltd June 30, 2016 Mauritius Ordinary 50.00% - 50.00% Dormant companySociété Usinière Du Sud December 31, 2010 Mauritius Parts - 24.00% 24.00% Dormant Société Sud Concassage Limitée June 30, 2016 Mauritius Ordinary - 25.00% 25.00% Production of building materialsB.R.E Limited June 30, 2016 Mauritius Ordinary - 29.79% 29.79% Investment companyBluefrog Limited June 30, 2016 Mauritius Ordinary - 27.30% 16.31% Procurement servicesEtwaro & Associates June 30, 2016 Mauritius Ordinary - 30.00% 30.00% Quantity surveying and project management servicesFootFive Co Ltd June 30, 2016 Mauritius Ordinary - 25.00% 25.00% Rental of gymnasiumConstruction & Development Ltd June 30, 2016 Mauritius Ordinary - 50.00% 27.08% ConstructionCharles Telfair Ltd June 30, 2016 Mauritius Ordinary 7.45% 14.81% 16.30% Tertiary coursesNew Mauritius Hotels Limited Sep 30, 2016 Mauritius Ordinary 10.61% 19.26% 22.11% HospitalityManagement and Development Company Limited June 30, 2016 Mauritius Ordinary - 39.00% 39.00% Management servicesAvipro Co Ltd June 30, 2016 Mauritius Ordinary - 39.00% 39.00% Poultry farming and food processingAir Cargo Service Madagascar Ltd December 31, 2015 Madagascar Ordinary - 50.00% 29.87% Ground handling servicesBioculture (Mauritius) Ltd June 30, 2016 Mauritius Ordinary - 16.40% 9.80% Breeding and export of primatesBlue Connect Ltd September 30, 2015 Mauritius Ordinary - 30.00% 17.92% Business process outsourcing Lagoona Cruise Ltd June 30, 2016 Mauritius Ordinary - 33.30% 19.89% Boat Cruises activitiesLe Morne Development Corporation Ltd September 30, 2015 Mauritius Ordinary - 20.00% 11.95% PropertyMauritian Coal and Allied Services Company Ltd September 30, 2015 Mauritius Ordinary - 25.60% 15.29% Coal suppliersMautourco Ltd September 30, 2015 Mauritius Ordinary - 49.00% 29.27% Vehicle rental and tourMozambique Airport Handling Services Limitada Hotels September 30, 2015 Mozambique Ordinary - 29.00% 17.32% Ground handling servicesSainte Marie Crushing Plant Ltd June 30, 2016 Mauritius Parts - 8.80% 5.26% Manufacture and Sale of Building materialsSociété Grande Castagnole September 30, 2015 Mauritius Parts - 49.00% 29.27% Investment Société Pur Blanca September 30, 2015 Mauritius Parts - 49.00% 29.27% InvestmentSwan Financial Solutions Ltd December 31, 2015 Mauritius Ordinary - 20.00% 11.95% Insurance Swan General Ltd December 31, 2015 Mauritius Ordinary - 28.80% 17.20% Insurance White Palm Ltd Mauritius September 30, 2015 Mauritius Ordinary - 49.00% 29.27% Vehicle rental and tours Axa Customer Services Ltd Mauritius December 31, 2015 Mauritius Ordinary - 50.00% 29.87% Business process outsourcing Jacotet Bay Ltd June 30, 2016 Mauritius Ordinary 50.00% 29.87% Property

(i) For companies with non co-terminous year end, management accounts to June 30 have been included in the consolidated financial statements.

(ii) As at June 30, 2017, the fair value of the group’s interests in New Mauritius Hotels Limited and Swan General Ltd which are listed on the Stock Exchange of Mauritius were Rs.3,811.6m and Rs.745.2m respectively (2016:Rs.2,922.2m and Rs.723.1m) based on the quoted market price available, which is a level 1 input in terms of IFRS 13.

(iii) During the year, the Group disposed of its investment in Etwaroo & Associates.


FINANCIAL REVIEW




(d) Summarised financial information

The summarised financial information in respect of each of the material associates is set out below:

Name of companyNon-current

assetsCurrent assets

Non-current liabilities

Current liabilities Turnover

(Loss)/profit for the year

Other comprehensive

income

Total comprehensive

incomeDividend received

Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 2017New Mauritius Hotels Limited 27,587,651 8,386,765 15,498,025 8,258,048 9,587,641 (724,991) 206,800 (518,191) 81,789 Management and Development Company Limited 5,338,574 2,475,643 1,192,307 1,700,220 8,958,044 299,482 (64,357) 235,125 29,550 Avipro Co Ltd 2,746,585 574,685 500,763 363,239 2,206,259 218,549 (15,008) 203,541 18,812

2016New Mauritius Hotels Limited 28,367,200 8,099,700 10,550,200 11,968,300 9,268,474 (278,103) 317,749 39,646 18,470 Management and Development Company Limited 5,169,934 2,374,197 1,035,023 1,742,188 8,361,979 442,695 14,652 457,347 11,700 Avipro Co Ltd 2,667,869 530,171 505,825 381,472 2,058,127 190,258 13,582 203,840 15,928

(e) Reconciliation of summarised financial information

Reconciliation of the above summarised financial information to the carrying amount recognised in the financial information.

Name of company Net assets at start

(Loss) / profit for the year Dividends

Other comprehensive

income for the year

Other movement

Closing net assets

at June 30, 2017Ownership

InterestInterest in

associates GoodwillCarrying

value

Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 % Rs.’000 Rs.’000 Rs.’000 2017New Mauritius Hotels Limited 13,669,803 (724,991) - 206,800 (639,917) 12,511,695 29.87% 3,737,243 14,435 3,751,678 Management and Development Company Limited 2,328,069 299,482 (65,000) (64,357) (2,768) 2,495,426 39.00% 973,216 - 973,216 Avipro Co Ltd 2,243,042 218,549 (51,000) (15,008) (8,900) 2,386,683 39.00% 925,318 - 925,318

Name of companyNet assets

at acquisition(Loss) / profit

for the year Dividends

Other comprehensive

income for the year

Other movement

Closing net assets at

June 30, 2016Ownership

interestInterest in


value Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 % Rs.’000 Rs.’000 Rs.’000

2016New Mauritius Hotels Limited 14,333,587 (278,103) (159,809) 317,749 (543,621) 13,669,803 29.87% 4,083,170 14,435 4,097,605 Management and Development Company Limited 2,112,595 442,695 (30,360) 14,652 (211,513) 2,328,069 39.00% 907,947 - 907,947 Avipro Co Ltd 2,219,848 190,258 (43,059) 13,582 (137,587) 2,243,042 39.00% 874,786 - 874,786



(d) Summarised financial information

The summarised financial information in respect of each of the material associates is set out below:

Name of companyNon-current

assetsCurrent assets

Non-current liabilities

Current liabilities Turnover

(Loss)/profit for the year

Other comprehensive

income

Total comprehensive

incomeDividend received

Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 2017New Mauritius Hotels Limited 27,587,651 8,386,765 15,498,025 8,258,048 9,587,641 (724,991) 206,800 (518,191) 81,789 Management and Development Company Limited 5,338,574 2,475,643 1,192,307 1,700,220 8,958,044 299,482 (64,357) 235,125 29,550 Avipro Co Ltd 2,746,585 574,685 500,763 363,239 2,206,259 218,549 (15,008) 203,541 18,812

2016New Mauritius Hotels Limited 28,367,200 8,099,700 10,550,200 11,968,300 9,268,474 (278,103) 317,749 39,646 18,470 Management and Development Company Limited 5,169,934 2,374,197 1,035,023 1,742,188 8,361,979 442,695 14,652 457,347 11,700 Avipro Co Ltd 2,667,869 530,171 505,825 381,472 2,058,127 190,258 13,582 203,840 15,928

(e) Reconciliation of summarised financial information

Reconciliation of the above summarised financial information to the carrying amount recognised in the financial information.

Name of company Net assets at start

(Loss) / profit for the year Dividends

Other comprehensive

income for the year

Other movement

Closing net assets

at June 30, 2017Ownership

InterestInterest in


value

Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 % Rs.’000 Rs.’000 Rs.’000 2017New Mauritius Hotels Limited 13,669,803 (724,991) - 206,800 (639,917) 12,511,695 29.87% 3,737,243 14,435 3,751,678 Management and Development Company Limited 2,328,069 299,482 (65,000) (64,357) (2,768) 2,495,426 39.00% 973,216 - 973,216 Avipro Co Ltd 2,243,042 218,549 (51,000) (15,008) (8,900) 2,386,683 39.00% 925,318 - 925,318

Name of companyNet assets

at acquisition(Loss) / profit

for the year Dividends

Other comprehensive

income for the year

Other movement

Closing net assets at

June 30, 2016Ownership

interestInterest in


value Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 % Rs.’000 Rs.’000 Rs.’000

2016New Mauritius Hotels Limited 14,333,587 (278,103) (159,809) 317,749 (543,621) 13,669,803 29.87% 4,083,170 14,435 4,097,605 Management and Development Company Limited 2,112,595 442,695 (30,360) 14,652 (211,513) 2,328,069 39.00% 907,947 - 907,947 Avipro Co Ltd 2,219,848 190,258 (43,059) 13,582 (137,587) 2,243,042 39.00% 874,786 - 874,786


FINANCIAL REVIEW




(f) THE COMPANY 2017 2016 Rs.’000 Rs.’000

At July 1, 1,255,640 2,018,931 Additions 197,022 599,920 Transfer to subsidiaries (note 9) - (296,101)Transfer from investment in financial assets (note 11) - 405,384 Amalgamation adjustment - (1,513,373)Impairment - (10,500)Fair value adjustments 187,728 51,379 At June 30, 1,640,390 1,255,640

Investment in associates are classified as level 3 in the fair value hierarchy

(g) Investments in associated companies comprise of listed and unquoted securities. The fair value of these securities has been determined by Ernst & Young based at June 30, 2017 on adjusted net asset values and capitalised earnings. In assessing the fair value of the securities, assumptions have been made on the basis of market conditions existing at the end of each reporting date.

(h) Critical accounting estimates and assumptions


The fair value of securities not quoted on an active market may be determined by the group using valuation techniques including recent arm’s length transactions, reference to other instruments that are substantially the same, adjusted net asset, capitalised earnings method, dividend yield method and market prices refined to reflect the issuer’s specific circumstances, whichever is considered to be appropriate. The group exercises judgement and estimates on the quantity and quality of pricing sources used. Changes in assumptions about these factors affect the reported fair value of financial instruments.


FINANCIAL REVIEW



11. INVESTMENTS IN FINANCIAL ASSETS


Financial assets

Categories of financial assets

The group classifies its financial assets as held for trading and available-for-sale financial assets.

The classification depends on the purpose for which the investments were acquired. Management determines the classification of its investments at initial recognition and re-evaluates this designation at every reporting date.

The group’s accounting policies in respect of the main financial instruments are set out below.

Initial measurement

Purchases and sales of financial assets are recognised on trade-date, the date on which the group commits to purchase or sell the asset. Investments are initially measured at cost inclusive of transaction costs except held for trading securities where transaction costs are expensed.

Subsequent measurement

Financial assets are subsequently carried at their fair values.

The fair values of some quoted investments are based on current bid prices. If the market for the financial asset is not active (and for unlisted securities), the group establishes fair value by using valuation techniques. These include the use of recent arm’s length transactions, reference to other instruments that are substantially the same, adjusted net asset value, capitalised earnings method, dividend yield method and market prices refined to reflect the issuer’s specific circumstances. Investments in equity instruments that do not have a quoted market price in an active market and whose fair value cannot be reliably measured are reflected at cost.

Derecognition

Financial assets are derecognised when the rights to receive cash flows from the investments have expired or have been transferred and the group has transferred substantially all risks and rewards of ownership.

Available-for-sale financial assets

Available-for-sale financial assets are non-derivative financial assets that are either designated in this category or not classified in any of the other categories. They are included in non-current assets unless management intends to dispose of the investment within twelve months of the end of the reporting period.

Unrealised gains and losses arising from changes in the fair value of financial assets classified as available-for-sale are recognised in other comprehensive income. When financial assets classified as available-for-sale are sold or impaired, the accumulated fair value adjustments are included in profit or loss as gains and losses.

Held for trading financial assets

A financial asset is classified in this category if acquired principally for the purpose of selling in the short term or if so designated by management. Assets in this category are classified as current assets.

Realised and unrealised gains and losses arising from changes in the fair value of held for trading financial assets are included in profit or loss.


FINANCIAL REVIEW



11. INVESTMENTS IN FINANCIAL ASSETS (CONT’D)

Impairment of financial assets

The group assesses at the end of each reporting period whether there is objective evidence that a financial asset or a group of financial assets is impaired. In the case of financial assets classified as available-for-sale, a significant or prolonged decline in the fair value of the security below cost is considered in determining whether the securities are impaired. If any such evidence exists for available-for-sale financial assets, the cumulative loss-measured as the difference between acquisition cost and the current fair value, less any impairment loss on that financial asset previously recognised in profit or loss - is removed from equity and recognised in profit or loss.

Impairment losses recognised in profit or loss for an investment in an equity instrument classified as available for sale are not reversed through profit or loss.

2017 2016(b) THE GROUP SEM listed DEM listed Unquoted Total Total

Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000At July 1, 930,880 124,740 344,221 1,399,841 393,663 Additions 100 - 36,102 36,202 634,976 Transfer to associates - - - - (405,384)Amalgamation adjustment - - - - 740,446 Disposals - - (22,270) (22,270) - Transfer - - 21,231 21,231 - Impairment of investment - - (74) (74) - Fair value adjustments 47,380 20,660 (7,338) 60,702 36,140 At June 30, 978,360 145,400 371,872 1,495,632 1,399,841


FINANCIAL REVIEW




2017 2016(c) THE COMPANY SEM listed DEM listed Unquoted Total Total

Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000At July 1, 512,280 124,740 17,921 654,941 372,362 Additions - - - - 505,076 Transfer to investment in associated companies (note 10) - - - - (405,384)Amalgamation adjustment - - - - 169,747 Fair value adjustments 19,780 20,660 (8,896) 31,544 13,140 Impairment - - (74) (74) - At June 30, 532,060 145,400 8,951 686,411 654,941

(d) FAIR VALUE HIERARCHY Level 1 Level 2 Level 3 Total

THE GROUP Rs.’000 Rs.’000 Rs.’000 Rs.’000Available for sale financial assetsAt June 30, 2017 1,123,760 - 371,872 1,495,632 At June 30, 2016 1,055,620 - 344,221 1,399,841

FAIR VALUE HIERARCHY Level 1 Level 2 Level 3 Total

THE COMPANY Rs.’000 Rs.’000 Rs.’000 Rs.’000Available for sale financial assetsAt June 30, 2017 677,460 - 8,951 686,411 At June 30, 2016 637,020 - 17,921 654,941

Investments included in level 1 comprise primarily of quoted equity investments which have been valued at closing market prices. If all significant inputs required to fair value an investment are observable, the instrument is included in level 2. If one or more of the significant inputs are not based on observable market data, the investment is included in level 3.

Further information is presented in note 3.2.

(i) Available-for-sale investments in securities comprise of listed and unquoted equity securities. The fair value of these securities have been determined by Ernst & Young at June 30, 2017 based on market prices and net asset values as appropriate. In assessing the fair value of the securities, assumptions have been made based on market conditions existing at the end of each reporting period.

(ii) The table below shows the changes in level 3 instruments for the year ended June 30, 2017 and 2016.


FINANCIAL REVIEW




Available-for-sale equity securities


Rs.’000 Rs.’000 Rs.’000 Rs.’000 At July 1, 344,221 49,372 17,921 28,071 Transfer to investment in associated companies - (10,156) - (10,156)Amalgamation adjustment - 177,999 - - Additions 36,102 110,000 - - Disposal (22,270) - - - Transfer 21,231 - - - Impairment (74) - (74) - Fair value adjustments (7,338) 17,006 (8,896) 6 At June 30, 371,872 344,221 8,951 17,921

(iii) Bank borrowings are secured on some of the investments of the group.

(iv) Investments in financial assets are denominated in the following currencies:


Rs.’000 Rs.’000 Rs.’000 Rs.’000 Mauritian rupees 1,494,502 1,398,711 685,281 653,811 United States Dollars 1,130 1,130 1,130 1,130

1,495,632 1,399,841 686,411 654,941

(v) None of the financial assets are impaired.


FINANCIAL REVIEW




2017 2016

(e) HELD FOR TRADING SEM listed DEM listed Unquoted Total Total (i) THE GROUP & THE COMPANY Rs’000 Rs’000 Rs’000 Rs’000 Rs’000

At July 1, 29,153 19,652 19 48,824 - Amalgamation adjustment - - - - 52,413 Fair value adjustments 5,597 1,683 71 7,351 (3,589)At June 30, 34,750 21,335 90 56,175 48,824

(ii) Held for trading securities Level 1 Level 2 Level 3 Total Rs’000 Rs’000 Rs’000 Rs’000

- At June 30, 2017 56,085 - 90 56,175 At June 30, 2016 48,805 - 19 48,824

(iii) The table below shows changes in level 3 instruments for the year ended June 30, 2017 and 2016:

THE GROUP & THE COMPANY

2017 2016Rs’000 Rs’000

At July 1, 19 - Amalgamation adjustment - 19 Fair value adjustments 71 - At June 30, 90 19

(iv) The fair value of the securities was determined on the market prices of listed investments while the capitalisation of earnings and the revalued net asset value method was used to value the unquoted securities.

(v) Changes in fair values of held for trading securities are recorded in profit or loss.

(vi) Held for trading securities are denominated in Mauritian rupees.

(vii) During the year an impairment of Rs.74,000 (2016:Rs. Nil) was recognised on available for sale financial assets

(f) Critical accounting estimates and assumptions

The group follows the guidance of IAS 39 in determining when an investment is other-than-temporarily impaired. This determination requires significant judgement. In making this judgement, it evaluates, among other factors, the duration and extent to which the fair value of an investment is less than its cost, and the financial health of and near-term business outlook for the investee, including factors such as industry and sector performance, changes in technology and operational and financing cash flows.


The fair value of securities not quoted on an active market may be determined by the group using valuation techniques including recent arm’s length transactions, reference to other instruments that are substantially the same, adjusted net asset, capitalised earnings method, dividend yield method and market prices refined to reflect the issuer’s specific circumstances, whichever is considered to be appropriate.

The group exercises judgement and estimates on the quantity and quality of pricing sources used. Changes in assumptions about these factors affect the reported fair value of financial instruments.


FINANCIAL REVIEW



12. NON CURRENT RECEIVABLES

Accounting policy

Non current receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market.

They are recognised initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, loans and receivables are measured at amortised cost using the effective interest method, less any impairment.


Rs.’000 Rs.’000 Rs.’000 Rs.’000 Loan to subsidiary company - - 757,250 757,250 Deposit on investment 1,500 1,500 1,500 1,500 Other loans 72,600 84,700 - -

74,100 86,200 758,750 758,750

The carrying value of non current receivables approximate their fair value.

13. CONSUMABLE BIOLOGICAL ASSETS


Consumable biological assets Consumable biological assets are measured at fair value, which is the present value of the expected net cash flows discounted at the relevant market determined pre tax rate. (Palm trees: 7.19% Nursery: 18.19% - 26.19% and Standing cane 3.19%)

(b) 2017 2016

THE GROUP Standing

canes Palm trees Nursery

Deer Farming Total Total

Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 At July 1, 307,513 21,088 31,950 34,400 394,951 273,585 Amalgamation adjustment - - - - - 87,000 Changes in fair value (41,937) 4,680 (147) (5,800) (43,204) 34,366 At June 30, 265,576 25,768 31,803 28,600 351,747 394,951

At June 30, 2017, standing canes comprised of approximately 4,856 hectares of sugar cane under plantation (2016: 5,086 hectares).

During the year the group harvested approximately 379,043 tonnes of canes (2016: 328,422 tonnes).

The fair value measurements have been categorised as level 3 based on the inputs to the valuation techniques used.


FINANCIAL REVIEW



13. CONSUMABLE BIOLOGICAL ASSETS (CONT’D)

(c) Critical accounting estimates and assumptions

Consumable biological assets

The fair value of consumable biological assets has been arrived at by discounting the present value (PV) of the expected net cash flows from standing canes, palm trees, deer farming and nursery crop at the relevant market determined pre-tax rate.

The expected cash flows for standing cane have been computed by estimating the expected crop and the sugar extraction rate and the forecasts of sugar prices which will prevail in the coming year. The expected cash flows for palm tress and nursery have been computed by estimating the expected crop and the forecasts of prices which will prevail in the coming year. The harvesting costs and other direct expenses are based on yearly budgets.

14. INVENTORIES


Inventories and work in progress are valued at the lower of cost and net realisable value. Cost is determined on an average cost basis. The cost of finished goods and work in progress comprises raw materials, direct labour, other direct costs and related production overheads but excludes interest expense. Net realisable value is the estimate of the selling price in the ordinary course of business less selling expenses.

Land earmarked for development is stated at the lower of cost and net realisable value and is included in inventories.

Development costs incurred in the land development projects are capitalised and subsequently released to the statement of profit or loss as and when sales is being effected and by reference to the stage of completion using the percentage of completion method.

(b) THE GROUP 2017 2016

Rs.’000 Rs.’000 Spare parts, fertilisers and other consumables 274,748 297,055 Work in progress 34,405 13,104 Land inventories 833,334 1,373,408

1,142,487 1,683,567

Land inventories include Rs.582m (2016: Rs.829m) pertaining to land development projects.

Borrowings are secured by floating charges on part of the inventories. Inventories expensed in the statement of profit or loss and other comprehensive income amounted to Rs.4,024,248,178 for the year (2016: Rs.1,918,657,760).


FINANCIAL REVIEW



15. TRADE AND OTHER RECEIVABLES


Trade and other receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method less provision for impairment. A provision for impairment of trade and other receivable is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of receivables. The provision is recognised in profit or loss.

THE GROUP THE COMPANY (b) 2017 2016 2017 2016

Rs.’000 Rs.’000 Rs.’000 Rs.’000 Trade receivables 1,799,539 1,966,326 9,872 11,110 Less: provision for impairment (190,232) (227,595) (1,247) (1,247)

1,609,307 1,738,731 8,625 9,863 Other receivables and prepayments 1,319,889 1,809,649 70,672 34,306

2,929,196 3,548,380 79,297 44,169

(c) Movement in the provision for impairment of trade receivables is as follows:


Rs.’000 Rs.’000 Rs.’000 Rs.’000 At July 1, (227,595) (13,694) (1,247) (1,247)Provision for impairment (25,894) (40,124) - - Bad debts 63,257 221 - - Amalgamation adjustment - (133,476) - - Acquisition through business combinations - (40,522) - - At June 30 (190,232) (227,595) (1,247) (1,247)

(d) At June 30, 2017, trade receivables shown below were partially impaired. The provision for impairment was Rs.190.2 million as of June 30, 2017 (2016:Rs.227.6 million) for the group and Rs.1.2 million (2016:Rs.1.2 million) for the company. The individually impaired receivables related mainly to receivables with overdue balances. It was assessed that a portion of the receivables is expected to be recovered. The ageing of these receivables is as follows:


Rs.’000 Rs.’000 Rs.’000 Rs.’000 3 to 6 months 90,029 93,411 - - Over 6 months 221,400 277,834 1,247 1,247

311,429 371,245 1,247 1,247


FINANCIAL REVIEW



15. TRADE AND OTHER RECEIVABLES (CONT’D)

(e) At June 30, 2017, trade receivables of Rs.121.2m (2016: Rs.154.8m) for the group and nil for the company were past due but not impaired. These relate to a number of independent customers for whom there is no recent history of default. The ageing analysis of these trade receivables is as follows:


Rs.’000 Rs.’000 Rs.’000 Rs.’000 3 to 6 months 89,789 93,314 - - Over 6 months 31,409 61,436 - -

121,198 154,750 - -

(f) The other classes within trade and other receivables do not include impaired assets.

(g) The maximum exposure to credit risk at the reporting date is the fair value of each class of receivables mentioned above. The group does not hold any collateral as security.

(h) Trade and other receivables are denominated in the following currencies:


Rs.’000 Rs.’000 Rs.’000 Rs.’000Rupees 2,115,219 2,732,355 74,788 38,970 Euro 567,281 648,614 - - USD 246,696 164,411 4,509 5,199 Other - 3,000 - -

2,929,196 3,548,380 79,297 44,169

(i) The carrying amounts of trade and other receivables approximate their fair values.


FINANCIAL REVIEW



16. RECEIVABLE FROM GROUP COMPANIES


Amounts receivable from group companies are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method less provision for impairment. A provision for impairment of group receivables is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of receivables. The provision is recognised in profit or loss.

2017 2016(b) THE GROUP Others Total Total

Rs.’000 Rs.’000 Rs.’000 Holding company 704 704 31 Fellow subsidiaries 15,585 15,585 35,470

16,289 16,289 35,501

(c) THE COMPANY Others Total Total Rs.’000 Rs.’000 Rs.’000

Subsidiaries 594,196 594,196 713,225 Fellow subsidiaries 14,273 14,273 11,091

608,469 608,469 724,316

Group receivables are denominated in Mauritian rupees and none of the receivables are either past due or impaired.

17. NON CURRENT ASSETS CLASSIFIED AS HELD FOR SALE


Non-current assets classified as held for sale relate to land earmarked for sale and development projects. They are measured at the lower of carrying amount and fair value less costs to sell if their carrying amount is recovered principally through sales. This condition is regarded as met only when the sales are highly probable and the assets are available for immediate sale in their present condition.

THE GROUP THE COMPANY(b) 2017 2016 2017 2016

Rs.’000 Rs.’000 Rs.’000 Rs.’000 At July 1, 50,186 28,712 1,414,060 28,712 Additions - 2,491 - 2,491 Disposal of land and rights on land (11,119) (3,066) (1,385,888) (3,066)Transfer from investment properties (note 7) 2,300 - 2,300 1,058,999 Transfer from property, plant and equipment (note 5) 35,130 25,731 92,226 264,022 Transfer from intangible assets (note 8) - - - 64,094 Transfer to compensation for waiver to rights to lessee on land and building (293) (1,192) (293) (1,192)Transfer to inventories - (2,490) - - At June 30, 76,204 50,186 122,405 1,414,060

The assets have been classified as non current assets held for sale as the intention is to dispose of them within one year.


FINANCIAL REVIEW



18. SHARE CAPITAL


Ordinary shares and redeemable preference shares are classified as equity. Incremental costs directly attributable to the issue of new share are shown in equity as deduction from proceeds.

(b) Issued and fully paid

(i) Value of shares 2017 2016

Rs.’000 Rs.’000 Ordinary shares at no par value 7,051,193 7,051,193 Redeemable preference shares at no par value 134,490 134,490 Total 7,185,683 7,185,683

(ii) Number of shares 2017 2016Ordinary shares at no par value 295,847,036 295,847,036 Redeemable preference shares at no par value 3,362,261 3,362,261


FINANCIAL REVIEW



19. REVALUATION, FAIR VALUE AND OTHER RESERVES

(a) THE GROUP

Capital reserves

Reserves associated companies

Fair value and revaluation surplus

reserves TotalRs.’000 Rs.’000 Rs.’000 Rs.’000

At July 1, 2016 4,576 344,401 7,872,541 8,221,518 Other comprehensive incomeChange in net assets of associated companies - (7,422) - (7,422)Exchange difference on translation of foreign entities - - (1,613) (1,613)Surplus on revaluation of land and building - - 746,500 746,500 Fair value release on sale of financial assets - - 1,419 1,419 Fair value movement on available for sale financial assets - - 61,827 61,827

- (7,422) 808,133 800,711 Other movementsTransfer to retained earnings on disposal of land - - (39,693) (39,693)Effect of change in ownership not resulting in loss of control - - 31 31 Acquisition and deconsolidation of group companies - - 4,062 4,062 Movement in reserves - 4,599 - 4,599 Other transfers - 607,289 (6,272) 601,017

- 611,888 (41,872) 570,016 At June 30, 2017 4,576 948,867 8,638,802 9,592,245 At July 1, 2015 4,576 312,285 7,370,066 7,686,927

Other comprehensive incomeChange in net assets of associated companies - 39,993 - 39,993 Fair value release on sale of financial assets - - (16,306) (16,306)Fair value movement on available for sale financial assets - - 26,878 26,878

- 39,993 10,572 50,565 Other movementsTransfer to retained earnings on disposal of land - - (37,186) (37,186)Transfer to retained earnings on disposal of investments - (7,877) - (7,877)Amalgamation adjustment - - 534,464 534,464 Acquisition and deconsolidation of group companies - - 3,823 3,823 Other transfers - - (9,198) (9,198)

- (7,877) 491,903 484,026 At June 30, 2016 4,576 344,401 7,872,541 8,221,518


FINANCIAL REVIEW



19. REVALUATION, FAIR VALUE AND OTHER RESERVES (CONT’D)

(b) THE COMPANY

Capital reserves

Other reserves

Fair value and revaluation surplus

reserves TotalRs.’000 Rs.’000 Rs.’000 Rs.’000

At July 1, 2016 2,926 114,705 11,367,123 11,484,754

Other comprehensive incomeFair value movement on available for sale financial assets - - 307,564 307,564 Surplus on revaluation of land and buildings, net of deferred tax - - 349,697 349,697 Release to income on sale and impairment of investments - - 2,684 2,684

- - 659,945 659,945 Other movementsTransfer to retained earnings on disposal of land - - (1,444,961) (1,444,961)

- - (1,444,961) (1,444,961)At June 30, 2017 2,926 114,705 10,582,107 10,699,738 At July 1, 2015 2,926 114,705 8,307,598 8,425,229 Other comprehensive incomeFair value movement on available for sale financial assets - - 1,518,856 1,518,856

- - 1,518,856 1,518,856 Other movementsAmalgamation adjustment - - 1,577,197 1,577,197 Transfer to retained earnings on disposal of land - - (36,528) (36,528)

- - 1,540,669 1,540,669 At June 30, 2016 2,926 114,705 11,367,123 11,484,754


FINANCIAL REVIEW



20. BORROWINGS


Borrowings are recognised initially at fair value being the issue proceeds net of direct issue costs. Borrowings are subsequently stated at amortised cost. Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least twelve months after the end of the reporting period.

Leases are classified as finance leases where the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee.

Accounting for leases – where the group is the lessee

Finance leases are capitalised at the estimated present value of the underlying lease payments. Each lease payment is allocated between the liability and finance charges so as to achieve a constant rate on the finance lease outstanding. The corresponding rental obligations, net of finance charges, are included in borrowings.

Finance charges are charged to profit or loss over the lease period. Plant and equipment acquired under finance leasing contracts are depreciated over the useful life of the asset.

Borrowing costs

Interest costs on borrowings to finance the construction of property, plant and equipment and investment properties are capitalised during the period of time required to complete and prepare the asset for its intended use as part of the cost of the asset. All other borrowing costs are expensed in the period they are incurred. Borrowing costs consist of interest and other costs that the group incurs in connection with the borrowing of funds.


Rs.’000 Rs.’000 Rs.’000 Rs.’000 CurrentBank overdrafts 1,124,777 790,195 371,438 174,692 Bank and other loans 3,060,891 2,371,145 1,093,776 670,200 Finance lease liabilities (note 20(f)) 62,516 66,697 184 548

4,248,184 3,228,037 1,465,398 845,440

Non-currentLoans (note 20(e)) 10,531,450 9,894,637 1,756,261 1,848,105 Convertible preference shares (note 20(c)) 71,500 183,900 - - Finance lease liabilities (note 20(f)) 110,602 125,934 276 461

10,713,552 10,204,471 1,756,537 1,848,566

Total borrowings 14,961,736 13,432,508 3,221,935 2,694,006


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20. BORROWINGS (CONT’D)

(c) On 30 June 2017, preference shares have been converted to class A ordinary shares for an amount of Rs.71.5m of one of its subsidiaries. Salient factors of the convertible preference share are as follows:

The preference shares yield a dividend of 6.0% per financial year over 5 consecutive years, payable out of the profits of the subsidiary company and in priority to dividends payable to Class A ordinary shareholders and Class B ordinary shareholders of that subsidiary.

Preference shareholders will not have the right to receive notice of, or attend, or vote on a poll at the shareholders’ meetings of the subsidiary company.

The right to an equal share in the distribution of surplus assets among non- convertible preference shareholders on winding up, payable in priority to the holders of ordinary shares of the subsidiary.

The convertible non-voting preference shares shall constitute unsecured and subordinated obligations of the subsidiary company and shall accordingly rank junior to all secured and unsubordinated creditors of the subsidiary company but ahead of Class A ordinary shares and Class B ordinary shares of that subsidiary.

(d) Borrowings include secured liabilities amounting to Rs. 14,303,536,000 for the group and Rs. 2,771,935,000 for the company (2016: Rs.12,797,612,000 for the group and Rs.2,244,006,000 for the company). Bank borrowings are secured over certain assets of the group. Lease liabilities are effectively secured as the rights to the lease asset revert to the lessor in the event of default.

(e) Loan capital repayable by instalments


Rs.’000 Rs.’000 Rs.’000 Rs.’000 - after one year and before two years 708,593 1,088,850 110,278 235,200 - after two years and before five years 2,310,769 2,427,770 518,535 558,183 - after five years 7,512,088 6,378,017 1,127,448 1,054,722 Total 10,531,450 9,894,637 1,756,261 1,848,105

(f) Finance lease liabilities - minimum lease payments


Rs.’000 Rs.’000 Rs.’000 Rs.’000 - not later than one year 68,949 69,443 213 602 - after one year and before two years 52,577 58,723 213 213 - after two years and before five years 64,153 85,374 80 293 - after five years 3,303 - - -

188,982 213,540 506 1,108 Future finance charges on finance leases (15,864) (20,909) (46) (99)

173,118 192,631 460 1,009


FINANCIAL REVIEW





Rs.’000 Rs.’000 Rs.’000 Rs.’000 The present value of finance lease liabilities may be analysed as follows:- not later than one year 62,516 66,697 184 548 - after one year and before two years 48,451 53,471 198 184 - after two years and before five years 59,737 72,463 78 277 - after five years 2,414 - - -

173,118 192,631 460 1,009

The group leases machinery and motor vehicles under finance leases. The leases have purchase options on termination. There are no restrictions imposed on the group by lease arrangements.

(g) The effective interest rates at the end of the reporting period were as follows:

2017 2016THE GROUP Rs USD Rs USDBank overdrafts 6.25%-9.75% - 7.15%-10.15% - Bank loans 3.00%-8.00% 3.23% 3.00%-8.15% 2.47%Finance lease liabilities 6.85%-8.50% - 7.25%-10.00% -

2017 2016THE COMPANY Rs USD Rs USDBank overdrafts 6.25%-6.75% - 6.75%-8.00% - Bank loans 4.25%-7.00% 3.23% 6.65%-7.50% 2.47%Finance lease liabilities 7.65% - 9.00%-12.75% -


FINANCIAL REVIEW




(h) The carrying amount of non-current borrowings are not materially different from their fair values.

(i) The exposure of the group’s borrowings to the interest rate changes and the contractual dates is as follows:

THE GROUP Less than

1 year 1-2 years 2-3 yearsOver

3 years Rs.’000 Rs.’000 Rs.’000 Rs.’000

At June 30, 2017 4,185,668 708,593 2,310,769 7,512,088

At June 30, 2016 3,161,340 1,088,850 709,917 8,095,870

THE COMPANY

At June 30, 2017 1,465,214 110,278 518,535 1,127,448

At June 30, 2016 844,892 235,200 318,036 1,294,869

(j) Borrowings are denominated in the following currencies:


Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rupees 14,095,736 12,818,927 3,016,478 2,601,425 Euro 475,000 244,000 153,000 - USD 391,000 369,581 52,457 92,581

14,961,736 13,432,508 3,221,935 2,694,006


FINANCIAL REVIEW



21. RETIREMENT BENEFIT OBLIGATIONS


Defined benefit plans

A defined benefit plan is a pension plan that defines an amount of pension that an employee will receive on retirement, usually dependent on one or more factors such as age, years of service and compensation. Some subsidiaries of the group contribute to defined benefit plans for certain employees. The cost of providing benefits is determined using the projected unit credit method so as to spread the regular cost over the service lives of employees in accordance with the advice of actuaries. The liability recognised on the statement of financial position is the present value of the defined benefit obligations at the end of the reporting period less the fair value of plan assets.

Re-measurement of the net defined benefit liability, which comprise actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions, the return on plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest), is recognised immediately in other comprehensive income in the period in which they occur and will not be reclassified to profit or loss in subsequent period.

The group determines the net interest expense/(income) on the net defined benefit liability/(asset) for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the net defined benefit liability/(asset), taking into account any changes in the net defined liability/(asset) during the period as a result of contributions and benefit payments. Net interest expense/(income) is recognised in profit or loss. Service costs, comprising current service cost, past service cost, as well as gains and losses on curtailments and settlements, are recognised immediately in profit or loss.

Defined contribution plans

A defined contribution plan is a pension plan under which a company pays fixed contributions into a separate entity. There is no legal or constructive obligation to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods. Some of the subsidiary companies operate defined contribution retirement plans with no worse off guarantees provided for certain employees.

Retirement gratuity

For employees who are not covered or who are insufficiently covered by above pension plan, the net present value of retirement gratuities payable under the Employment Rights Act 2008 is calculated by actuaries and provided for. The obligations arising under this item are not funded.

Profit-sharing

Certain subsidiary companies recognise a liability and an expense for bonuses and profit-sharing. The subsidiary companies recognise a provision when a contractual obligation has arisen.


Rs.’000 Rs.’000 Rs.’000 Rs.’000 Amounts recognised on the statements of financial position:Defined pension benefits (note (c)(i)) 371,229 312,097 215,847 181,680 Other post retirement benefits (note (d)(i)) 244,052 258,662 26,118 25,298

615,281 570,759 241,965 206,978


FINANCIAL REVIEW



21. RETIREMENT BENEFIT OBLIGATIONS (CONT’D)

(b) THE GROUP THE COMPANY 2017 2016 2017 2016

Amounts charged to profit or loss: Rs.’000 Rs.’000 Rs.’000 Rs.’000 - Defined pension benefits (note(c)(v)) 40,232 36,874 11,424 11,490 - Other post retirement benefits (note (d)(iv)) 32,925 39,468 2,591 2,387

73,157 76,342 14,015 13,877 Amount charged/(credited) to other comprehensive income:- Defined pension benefits (note (c)(vi)) 49,846 21,288 34,734 (485)- Other post retirement benefits (note (d)(v)) (33,232) (32,703) (1,375) (81)

16,614 (11,415) 33,359 (566)

Pension Plan(c) Defined plans

Some of the subsidiary companies operate defined benefit plans for their employees.

Other subsidiary companies operate defined contribution retirement plans for their qualifying employees with no worse off guarantees provided for certain employees.

Some of the subsidiaries run a defined contribution plan, the Rogers Money Purchase Retirement Fund (RMPRF) to which have been transferred the pension benefits of all employees who were members of a self administered defined superannuation fund. (DBSF). These employees, subject to them contributing regularly to the RMPRF, have been given the guarantee by their respective employers that their benefits at the age of sixty, under the RMPRF would not be less than the benefits provided under the ex DBSF. The potential liability under the above guarantess is funded by additional employers’ contributions and has been included in the provision made for retirement benefit obligations.

In addition to the above, some companies have defined benefit plans which are funded and wher ethe plan assets are held by The Swan Life Ltd and The Sugar Industry Pension Fund.

(i) The amounts recognised on the statements of financial position are as follows:


Rs.’000 Rs.’000 Rs.’000 Rs.’000 Present value of funded obligations 2,233,859 1,922,298 301,501 281,525 Fair value of plan assets (1,973,748) (1,706,114) (85,654) (99,845)Deficit of funded plans 260,111 216,184 215,847 181,680 Present value of unfunded obligations 2,018 386 26,118 25,298 Impact of minimum funding requirement / asset ceiling 109,100 95,527 - - Liability on the statement of financial position 371,229 312,097 241,965 206,978


FINANCIAL REVIEW




Pension Plan (cont’d)

(c) Defined plans (cont’d)

(ii) The reconciliation of the opening balances to the closing balances for the net defined benefit liability is as follows:


Rs.’000 Rs.’000 Rs.’000 Rs.’000 At July 1, 312,097 294,673 181,680 182,655 Charged to profit or loss 39,847 37,266 11,424 11,490 Charged/(credited) to other comprehensive income 49,846 21,288 34,734 (485)Employer contributions (29,667) (29,681) (11,991) (11,980)Amalgamation adjustment - (3,884) - - Benefits paid (894) (7,565) - - At June 30, 371,229 312,097 215,847 181,680

(iii) The movement in the defined benefit obligations over the year is as follows:


Rs.’000 Rs.’000 Rs.’000 Rs.’000 At July 1, 1,922,684 569,499 281,525 298,194 Current service cost 23,004 21,837 - - Amalgamation adjustment - 1,579,834 - - Past service cost (400) (83) - - Interest costs 135,760 137,438 17,350 18,421 Transfer in - (5,763) - - Remeasurements: Actuarial loss/(gain) arising from:- Financial assumptions 11,925 (11,557) 11,284 - - Demographic assumptions (17,861) (920) - - - Experience adjustment 255,032 (152,970) 20,982 (8,503)Contributions by plan participants 2,167 2,432 - - Benefits paid (96,434) (217,063) (29,640) (26,587)At June 30, 2,235,877 1,922,684 301,501 281,525


FINANCIAL REVIEW






(iv) The movement in the fair value of plan assets during the year is as follows:


Rs.’000 Rs.’000 Rs.’000 Rs.’000 At July 1, 1,706,114 274,826 99,845 115,539 Amalgamation adjustment - 1,583,720 - - Interest income 121,329 121,806 5,926 6,931 Remeasurements: - Return on plan assets, excluding amounts included in interest 209,766 (87,143) (2,468) (4,548)- Losses on pension scheme assets 246 (477) - - Contributions by plan participants 2,167 2,432 - - Employer contributions 29,667 28,048 11,991 11,980 Benefits paid (95,541) (217,098) (29,640) (30,057)At June 30, 1,973,748 1,706,114 85,654 99,845

(v) The amounts recognised in profit or loss are as follows:THE GROUP THE COMPANY

2017 2016 2017 2016 Rs.’000 Rs.’000 Rs.’000 Rs.’000

Current service cost 23,002 15,903 - - Past service cost (400) 3,513 - - Interest cost 17,630 17,458 11,424 11,490 Total included in employee benefit expense (note 29(a)) 40,232 36,874 11,424 11,490

Total included in employee benefit expense can be analysed as follows:


Rs.’000 Rs.’000 Rs.’000 Rs.’000 - Administrative expenses and cost of sales 40,232 36,874 11,424 11,490


FINANCIAL REVIEW






(vi) The amounts recognised in other comprehensive income are as follows:


Rs.’000 Rs.’000 Rs.’000 Rs.’000 Remeasurement on the net defined benefit liability: Liability experience losses/(gains) 250,210 (146,851) 20,982 (5,033)Actuarial losses arising from changes in financial assumptions 2,064 (14,200) 1,423 - Liability gain due to change in demographic assumptions 14,683 (900) 9,861 - Losses on pension scheme assets (246) 477 - - Return on plan assets excluding interest income (209,766) 87,262 2,468 4,548 Change in effect of asset ceiling (7,100) 95,500 - -

49,846 21,288 34,734 (485)

(vii) Distribution of plan assets:

Percentage of assets at the end of the year were as follows:


% % % %Local equities 27 27 27 27 Foreign equities 24 24 19 19 Loans 22 22 20 20 Foreign deposits 4 4 6 6 Cash and others 3 3 - - Insured contracts 6 6 6 6 Property 14 14 22 22

100 100 100 100

The fair values of the above equity and debt instruments are determined based on quoted market prices in active markets whereas the fair values of properties and derivatives are not based on quoted market prices in active markets.


FINANCIAL REVIEW






(viii) The principal actuarial assumptions used for the purposes of the actuarial valuations were:


% % % %Discount rate 5.00-6.50 6.50-7.50 6.00 6.50-7.00 Future salary growth rate 3.00-5.50 4.50-6.50 3.00 4.50-6.00 Future pension growth rate 0.50-1.00 1.00-1.50 1.00 1.00

(ix) Sensitivity analysis on defined benefit obligations at end of the reporting date:

THE GROUP THE COMPANYJune 30, 2017 Rs.’000 Rs.’000Increase due to 1% decrease in discount rate 192,674 25,137 Decrease due to 1% increase in discount rate 167,719 21,816

(x) The group and the company expect to pay Rs 58,584,000 and Rs29,993,000 respectively to post employment retirement benefit plans for the year ending June 30, 2017.

The sensitivity above have been determined based on a method that extrapolates the impact on net defined benefit obligation as a result of reasonable changes in key assumptions occurring at the end of the reporting period. The present value of the defined benefit obligation has been calculated using the projected unit credit method.

The sensitivity analysis may not be representative of the actual change in the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.

There was no change in the methods and assumptions used in preparing the sensitivity analysis from prior years.

(xi) The defined pension plan exposes the group to actuarial risks, such as longetivity risk, currency risk, interest rate risk and market (investment) risk.

(d) Other post retirement benefits

Other post retirement benefits comprise mainly of gratuity on retirement payable under the Employment Rights Act 2008 and other benefits.


FINANCIAL REVIEW




(d) Other post retirement benefits (cont’d)

(i) The amounts recognised on the statements of financial position are as follows:


Rs.’000 Rs.’000 Rs.’000 Rs.’000 Present value of unfunded obligations 244,052 258,662 26,118 25,298

(ii) The movement in liability recognised on the statement of financial position is as follows:


Rs.’000 Rs.’000 Rs.’000 Rs.’000 At July 1, 258,662 91,689 25,298 22,997 Amalgamation adjustment - 186,309 - - Charged to profit or loss 32,925 39,468 2,591 2,387 Benefits paid (13,300) (14,206) - - Employer contributions (1,003) (11,895) (396) (5)Charged to other comprehensive income (33,232) (32,703) (1,375) (81)At June 30, 244,052 258,662 26,118 25,298

(iii) The movement in the defined benefit obligations over the year is as follows:


Rs.’000 Rs.’000 Rs.’000 Rs.’000 At July 1, 258,662 91,689 25,298 22,997 Amalgamation adjustment - 186,309 - - Current service cost 12,463 11,878 959 893 Interest cost 17,647 17,990 1,632 1,494 Past service cost 2,619 9,600 - - Benefits paid (14,303) (26,101) (396) (5)Settlement loss 196 - - - Actuarial (gain) /loss arising from:- demographic assumptions (30,000) (18,790) - - - financial assumptions (3,899) (8,133) (1,118) - - experience adjustment 667 (5,780) (257) (81)At June 30, 244,052 258,662 26,118 25,298


FINANCIAL REVIEW




(d) Other post retirement benefits (cont’d)

(iv) The amounts recognised in profit or loss are as follows:


Rs.’000 Rs.’000 Rs.’000 Rs.’000 Current service cost 13,246 11,878 959 893 Interest cost 16,864 17,990 1,632 1,494 Past service cost 2,815 9,600 - - Total included in employee benefit expense (note 29(a)) 32,925 39,468 2,591 2,387

(v) The amounts recognised in other comprehensive income are as follows:


Rs.’000 Rs.’000 Rs.’000 Rs.’000 Experience losses/(gains) 982 (5,780) (257) (81)Changes in assumptions underlying the present value of the scheme (34,214) (26,923) (1,118) -

(33,232) (32,703) (1,375) (81)

(vi) The principal actuarial assumptions used for the purposes of the actuarial valuations were:


% % % %Discount rate 5.00-6.50 6.50-7.50 6.00% 6.50Future long term salary increase 3.00-6.00 4.00-6.00 3.00% 4.00

(vii) Sensitivity analysis on defined benefit obligations at end of the reporting date:

THE GROUP

THE COMPANY

June 30, 2017 Rs.’000 Rs.’000 Increase due to 1% decrease in discount rate 44,970 1,749 Decrease due to 1% increase in discount rate 32,115 1,929

(e)

Pension benefits

The present value of the pension obligations depend on a number of factors that are determined on an actuarial basis using a number of assumptions. The assumptions used in determining the net cost/income for pensions include the discount rate. Any changes in these assumptions will impact the carrying amount of pension obligations.

The group determines the appropriate discount rate at the end of each year. This is the interest rate which is used to determine the present value of estimated future cash outflows expected to be required to settle the pension obligations. In determining the appropriate discount rate, the group considers the interest rates of high quality corporate bonds that are denominated in the currency in which the benefits will be paid and that have terms to maturity approximating the terms of the related pension liability. The weighted average duration of the defined benefit obligation is 6-25 years for the group and 6-8 years for the company.


FINANCIAL REVIEW



22. DEBENTURES

Accounting policy

Debentures are recognised initially at fair value being the issue proceeds net of direct issue costs. Debentures are subsequently stated at amortised cost. Debentures are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least twelve months after the end of the reporting period.

THE GROUP 2017 2016

Rs.’000 Rs.’000 Debentures 355,700 299,800

(a) Debentures include Rs.145M issued by Telfair Development Ltd, a subsidiary. The debentures mature in 2019 and bear interest at 7% per annum (2016: 7%).

For period commencing on the fifth anniversary of the closing date (maturity date) and expiring 30 days thereafter, each Note Holder shall at its absolute discretion have the right to request and compel the company to:

(i) Redeem the whole or part of its debentures at fixed price of Rs. 100 or

(ii) To redeem and convert the whole or part of its debentures in any proportion as it may deem fit provided that the debentures shall be redeemable of convertible in integral multiples of Rs.500,000 and all debentures not yet converted or redeemed by the Note Holder thereof shall be repaid by the company on the date following the expiry of the period.

(b) During the year under review, Ascencia Ltd, a subsidiary company had in issue 17,556,676 redeemable bonds at an issue price of Rs 12.00 each, totalling Rs 210.7m.

Salient features of the debentures are as follows:

A coupon rate of 6.0% per annum in respect of each financial year over 10 consecutive years, will be paid to Bondholders out of the profits of the Company. This will be paid in priority to dividends payable to Class A ordinary shareholders, Class B ordinary shareholders and preference shareholders. Coupon payment shall be paid in June of each financial year.

Bondholders will not have the right to receive notice of, or attend, or vote on a poll at the shareholders’ meetings of the Ascencia Limited.

Bonds shall be redeemed automatically on the 30th June of every financial year over 5 consecutive years starting 30 June 2021, without paying any additional fee.

(c) Maturity of non-current borrowings(Debentures)

THE GROUP 2017 2016

Rs.’000 Rs.’000 Repayable by instalments:-After one year and before two years 145,000 145,000 -After five years 210,700 154,800

355,700 299,800


FINANCIAL REVIEW



23. TRADE AND OTHER PAYABLES


Trade and other payables are stated at fair value and subsequently measured at amortised cost using the effective interest method.

Provisions

Provisions are recognised when the group has a present legal or constructive obligation as a result of past events which will probably result in an outflow of economic benefits that can be reliably estimated.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material).

(b)


Rs.’000 Rs.’000 Rs.’000 Rs.’000 Trade payables 1,004,981 1,072,195 11,331 5,542 Accruals and other payables 2,453,707 3,081,953 221,094 231,034 Infrastructure costs accrued 7,227 8,579 7,227 8,579

3,465,915 4,162,727 239,652 245,155

24. PAYABLE TO GROUP COMPANIES


Amounts payable to group companies are stated at fair value and subsequently measured at amortised cost using the effective interest method.

2017 2016 Loans Others Total Total

(b) THE GROUP Rs.’000 Rs.’000 Rs.’000 Rs.’000 Holding company 93,050 59,293 152,343 188,903 Fellow subsidiaries - 29,787 29,787 33,561

93,050 89,080 182,130 222,464

2017 2016 Loans Others Total Total

(c) THE COMPANY Rs.’000 Rs.’000 Rs.’000 Rs.’000 Holding company 93,050 36,800 129,850 180,188 Subsidiaries - 9,853 9,853 37,095 Fellow subsidiaries 9,118 385 9,503 7,344

102,168 47,038 149,206 224,627


FINANCIAL REVIEW



25. TAXATION THE GROUP THE COMPANY 2017 2016 2017 2016

Rs.’000 Rs.’000 Rs.’000 Rs.’000 (a) Current tax on the adjusted profits for the year at 15%

(2016: 15%) 83,330 9,383 - - Underprovision 658 - 54 - Deferred tax charge/(credit) (Note 26) 71,897 49,316 - (8,730)Tax charge/(credit) for the year 155,885 58,699 54 (8,730)

The tax expense for the period comprises of current and deferred tax. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income.

The current tax charge is based on chargeable income for the year calculated on the basis of tax laws enacted or substantively enacted by the end of the reporting period.

(b) The tax on the group’s and the company’s profit before tax differs from the theoretical amount that would arise using the basic tax rate as follows:


Rs.’000 Rs.’000 Rs.’000 Rs.’000 Profit before taxation 1,553,257 694,552 98,875 251,229 Tax calculated at the rate of 15% (2016: 15%) 232,989 104,183 14,831 37,684 Income not subject to tax (344,920) (283,428) (93,380) (88,810)Expenses not deductible for tax purposes 154,012 186,807 75,158 41,019 Utilisation of tax losses (146) (371) - - Under/(over) provision for corporate tax 658 (844) 54 - Deferred tax impact 73,700 31,400 - - Deferred tax not recognised (227) (1,805) - - Recognised tax losses (51,100) (36,100) - - Tax losses for which no deferred tax asset recognised 97,436 52,173 3,391 1,377 Effect of different tax rates 13,100 16,700 - - Other movements (19,617) (10,016) - - Income tax expense/(credit) 155,885 58,699 54 (8,730)


FINANCIAL REVIEW



26. DEFERRED TAX


Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements.

Deferred income tax is determined using tax rates that have been enacted or substantively enacted at the reporting date and are expected to apply in the period when the related deferred income tax asset is realised or the deferred income tax liability is settled. Deferred tax assets are recognised to the extent that it is probable that future taxable profit will be available against which deductible temporary differences can be utilised.

For the purposes of measuring deferred tax liabilities and deferred tax assets for investment properties that are measured using the fair value model, the carrying amounts of such properties are presumed to be recovered entirely through sale unless the presumption is rebutted. The presumption is rebutted when the investment properties are depreciable and are held within a business model whose objective is to consume substantially all of the economic benefits embodied in the investment properties over time, rather than through sale.

(b) Deferred tax is calculated on all temporary differences under the liability method at 15% (2016: 15%). Deferred tax assets and liabilities are offset when the deferred taxes relate to the same fiscal authority. The following amounts are shown on the statements of financial position.


Rs.’000 Rs.’000 Rs.’000 Rs.’000 Deferred tax assets (29,030) (16,848) - - Deferred tax liabilities 549,146 390,368 - - Net deferred tax liabilities 520,116 373,520 - -

(c) The movement in deferred tax is as follows:


Rs.’000 Rs.’000 Rs.’000 Rs.’000 At July 1, 373,520 (2,452) - 8,730 Amalgamation adjustments - 308,174 - - Acquisition through business combination (note 35) (2,400) 18,154 - - Charged/(credited) to profit or loss 71,897 49,316 - (8,730)Charged to other comprehensive income 77,099 328 - - At June 30, 520,116 373,520 - -


FINANCIAL REVIEW



26. DEFERRED TAX (CONT’D)

At July 1 2016

Acquisition through

business combination

Charged/ (credited) to profit or loss

Charged to other

comprehensive income

At June 30 2016

THE GROUP Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000Deferred tax liabilitiesRevaluation of investment properties 227,657 - 10,065 - 237,722 Revaluation of land and building 40,008 - - 78,824 118,832 Accelerated tax depreciation 186,577 (2,400) 22,781 - 206,958 Bearer biological assets 7,076 - 956 - 8,032

461,318 (2,400) 33,802 78,824 571,544

Deferred tax assetsTax losses (60,433) - 27,492 - (32,941)Retirement benefit obligation (26,604) - 10,603 (1,725) (17,726)Land derocking 1,300 - - - 1,300 Accelerated tax depreciation (1,126) - - - (1,126)Revaluation of land and building (935) - - - (935)

(87,798) - 38,095 (1,725) (51,428)

Net deferred income tax liabilities 373,520 (2,400) 71,897 77,099 520,116

Deferred tax assets on tax losses carried forward are recognised only to the extent that realisation of the related tax benefit is probable. The recoverability of tax losses is limited to a period of five years from the relevant year of assessment except for losses attributable to annual allowances claimed in respect of capital expenditure.

At the end of the reporting period, the group and the company has unused tax losses of Rs.1,031m (2016: Rs.779m) and Rs.132m (2016: Rs.110m) respectively. A deferred tax asset has been recognised in respect of Rs.220m of such losses (2016: Rs.295m). No deferred tax asset has been recognised in respect of the remaining tax losses, the recoverability of which is remote. The tax losses expire on a rolling basis over 5 years except for losses attributable to annual allowances claimed in respect of capital expenditure.

(d) Critical accounting estimates and assumptions

Deferred tax on investment properties

For the purposes of measuring deferred tax liabilities or deferred tax assets arising from investment properties, the directors have reviewed the group’s investment properties and have concluded that the properties are not held under a business model whose objective is to consume substantially all of the economic benefits embodied in the investment properties over time, but will be recovered through sale. As a result, the group has not recognised any deferred taxes on changes in fair value of investment properties as the group is not subject to capital gain taxes on disposal of its investment properties.


FINANCIAL REVIEW



27. DIVIDENDS


Dividend distribution to the shareholders is recognised as a liability in the financial statements in the period in which the dividends are declared.

(b) 2017 2016 Rs.’000 Rs.’000

Ordinary dividend - interim paid: Re. 0.59 per share (2016 : Re 0.66) 174,550 152,131 Ordinary dividend - final proposed: Re.0.59 per share (2016: Re 0.66) 174,550 195,259 Preference dividend - final proposed: Rs.2.80 per share (2016: Rs 2.80) 9,414 9,414

358,514 356,804

28. REVENUE


Revenue is measured at the fair value of the consideration received or receivable and represents amounts receivable for goods supplied stated net of discounts, returns, value added taxes, rebates and other similar allowances and after eliminating sales within the group.(i) Sales of goodsSales of goods, including sale of land, are recognised when the goods are delivered and titles have passed, at which time all of the following conditions are satisfied:· the group has transferred to the buyer the significant risks and rewards of ownership of the goods;· the group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;. the amount of revenue can be measured reliably;. it is probable that the economic benefits associated with the transaction will flow to the group; and. the costs incurred or to be incurred in respect of the transaction can be measured reliably.(ii) Rendering of servicesRevenue from rendering of services are recognised in the accounting year in which the services are rendered (by reference to completion of the specific transaction assessed on the basis of the actual service provided as a proportion of total services to be provided).(iii) Rental incomeRental income is recognised as it accrues and in accordance with the substance of the relevant agreement, unless collection is in doubt.(iv) Revenue from sale of properties is recognised using the percentage of completion method as construction progresses. Sale of properties is net of rebates and discounts.(v) Sugar and molasses prices are based on the final prices received from the Mauritius Sugar Syndicate.(vi) Revenue also include interest and dividend receivable which are recognised on the following bases:· Interest income is accounted on a time proportion basis using the effective interest method. When a receivable is impaired, the group reduces the carrying amount to its recoverable amount.· Dividend income is accounted for when the shareholder’s right to receive payment is established.(vii) Revenue from construction contractsContract costs are recognised when incurred.When the outcome of a construction contract cannot be estimated reliably, contract revenue is recognised only to the extent of contract costs incurred that are likely to be recoverable.When the outcome of a construction contract can be estimated reliably and it is probable that the contract will be profitable, contract revenue is recognised over the period of the contract. When it is probable that total contract costs will exceed total contract revenue, the expected loss is recognised as an expense immediately.


FINANCIAL REVIEW



28. REVENUE (CONT’D)

(a) Accounting policy (cont’d)

(vi) Revenue from construction contracts (cont’d)

The group uses the ‘percentage of completion method’ to determine the appropriate amount to recognise in a given period. The stage of completion is measured by reference to surveys of work performed. Costs incurred in the year in connection with future activity on a contract are excluded from contract costs in determining the stage of completion. They are presented as inventories, prepayments or other assets, depending on their nature.

The group presents as an asset the gross amount due from customers for contract work for all contracts in progress for which costs incurred plus recognised profits (less recognised losses) exceeds progress billings. Progress billings not yet paid by customers and retention are included within ‘trade and other receivables’.

The group presents as a liability the gross amount due to customers for contract work in progress for which progress billings exceed costs incurred plus recognised profits (less recognised losses).

(b) THE GROUP THE COMPANY 2017 2016 2017 2016

Rs.’000 Rs.’000 Rs.’000 Rs.’000 Sales 9,704,954 5,638,717 - - Sugar and agricultural diversification proceeds 788,499 550,822 - - Investment and other income 60,943 38,002 247,465 283,353 Other operating income (i) 142,654 102,940 61,049 82,546

10,697,050 6,330,481 308,514 365,899

(i) Other operating income THE GROUP THE COMPANY 2017 2016 2017 2016

Rs.’000 Rs.’000 Rs.’000 Rs.’000 Sugar insurance compensation - 407 - - Profit on disposal of fixed assets 5,036 3,424 1,281 1,480 Management fees 6,517 3,177 5,000 5,000 Rental income 117,576 66,511 51,389 72,023 Other sales 5,310 24,598 3,379 4,043 Sundry income 8,215 4,823 - -

142,654 102,940 61,049 82,546

(c) Critical accounting estimates and assumptions

Revenue recognition

The percentage of completion method is utilised to recognise revenue on long-term contracts. Management exercises judgement in calculating the deferred revenue reserve which is based on the stage of completion.

In addition, management exercises judgement in assessing whether significant risks and rewards have been transferred to the customer before revenue is recognised.

Contract costs are usually recognised as an expense on the statement of profit or loss and other comprehensive income in the accounting period in which the work to which they relate is performed. Where the contract costs attributable to the contract can be clearly identified but for which no invoice has been received yet, an estimate of cost is provided by the quantity surveyor of the project. The group, with the help of the quantity surveyor, reviews and where necessary revises the estimates of the contract costs as the contract progresses.


FINANCIAL REVIEW



29. PROFIT BEFORE TAXATION


Profit before taxation is arrived after: Rs.’000 Rs.’000 Rs.’000 Rs.’000 Crediting:Profit on disposal of property, plant and equipment 5,036 3,424 1,281 1,480 Increase in fair value of investment properties 1,134,089 627,171 91,850 140,741

and charging:Depreciation of property, plant and equipment- Owned assets 349,849 220,647 8,575 8,811 - Leased assets 36,586 14,070 144 693 Amortisation of bearer biological assets 35,910 35,264 - - Amortisation of intangible assets 46,186 29,289 - - Loss on sale of investment 16,035 66,615 - - Employee benefit expense (note 29(a)) 2,531,020 1,388,992 31,355 31,680


(a) Employee benefit expense Rs.’000 Rs.’000 Rs.’000 Rs.’000 Wages, salaries and pensions 2,457,863 1,312,650 17,340 17,803 Post retirement benefits - defined benefit plans 40,232 36,874 11,424 11,490 - other post retirement benefits 32,925 39,468 2,591 2,387

2,531,020 1,388,992 31,355 31,680

30. FINANCE COSTS


Rs.’000 Rs.’000 Rs.’000 Rs.’000 Interest expense:- Bank overdrafts 67,042 48,157 23,697 18,007 - Bank and other loans repayable by instalments 764,771 483,977 140,629 110,261 - Loan from group companies repayable by instalments 11,678 14,623 10,084 14,952 - Finance lease 13,725 7,502 51 126

857,216 554,259 174,461 143,346 Loss/(gain) on exchange 19 1,769 (1,072) 2,287

857,235 556,028 173,389 145,633

31. EARNINGS PER SHARE


Earnings attributable to ordinary shareholders of the holding company (Rs’000) 822,638 338,075 89,407 250,545

Number of ordinary shares/(weighted average 2016) (‘000) 295,847 257,729 295,847 257,729 Basic earnings per share (Rs) 2.78 1.31 0.30 0.97


FINANCIAL REVIEW



32. NOTES TO STATEMENTS OF CASH FLOWS


Cash and cash equivalents include cash in hand and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities on the statement of financial position.


(b) Cash generated from operations Rs.’000 Rs.’000 Rs.’000 Rs.’000 Reconciliation of profit before taxation to cash generated from operations: Profit before taxation 1,553,257 694,552 98,875 251,229 Adjustments for:Depreciation and amortisation 470,889 299,270 8,719 9,504 Bargain purchase on associate (124,078) (150,516) - - Impairment of investments in financial assets 74 - 189,200 10,500 Assets written off 26,740 - - - Retirement benefit obligations 101,821 92,495 1,628 1,892 Loss on sale of investments 14,936 66,615 - - Compensation for waiver to rights to lessee on land and buildings (872) (6,287) (872) (6,287)Profit on disposal of property, plant and equipment (100,713) (3,865) (275,587) (63,268)Interest income (14,859) (15,176) (7,481) (5,928)Interest expense 857,216 554,259 174,461 143,346 Fair value gain of investment properties (1,134,089) (627,171) (91,850) (140,741)Fair value gain on held for sale investments (7,351) 3,589 (7,351) 3,589 Fair value loss on business combination - 139,334 - - Acquisition related costs - 12,763 - - Provision for bad debts (3,620) 11,745 8 19 Provision for contingencies 650 - - - Share of results of associates and joint ventures, net of tax 48,221 (100,845) 477 - Difference on exchange (6,127) (11,327) (1,072) 2,287

1,682,095 959,435 89,155 206,142 Changes in working capital:- inventories 70,533 (5,596) - - - consumable biological assets 43,204 (34,366) - - - trade and other receivables 578,338 152,020 (4,266) (6,784)- receivables from group companies 6,186 18,947 149,550 (70,975)- trade and other payables (794,309) 94,727 8,693 1,774 - payables to group companies 29,503 (41,726) 33,747 (48,730)Cash generated from operations 1,615,550 1,143,441 276,879 81,427


FINANCIAL REVIEW



32. NOTES TO STATEMENTS OF CASH FLOWS (CONT’D)

(c) Cash and cash equivalents


Rs.’000 Rs.’000 Rs.’000 Rs.’000 Cash at bank and in hand 1,107,129 1,229,818 10,345 6,141 Bank overdrafts (1,124,777) (790,195) (371,438) (174,692)Cash and cash equivalents (17,648) 439,623 (361,093) (168,551)

(d) Major non-cash transactions

The principal non-cash transactions includes acquisition of property, plant and equipment under finance leases and available-for-sale financial assets received as consideration for sale of investments.

33. CAPITAL COMMITMENTS


Rs.’000 Rs.’000 Rs.’000 Rs.’000 Authorised by the board but not contracted for 966,157 811,300 - - Contracted for but not provided in the financial statements 601,600 616,269 - -


FINANCIAL REVIEW



34. SEGMENT INFORMATION

(a) Accounting policySegment information presented relate to operating segments that engage in business activities for which revenues are earned and expenses incurred.

(b) The strategic divisions offer different products and services and are managed separately since they require different marketing strategies. Management monitors the operating results of its business units separately for the purpose of making decisions about resource allocation and performance assessment.

The accounting policies of the operating segments are the same as those described in the summary of significant accounting policies. The group evaluates performance on the basis of profit or loss from operations. The group accounts for intersegment sales and transfers as if the sales or transfers were to third parties, that is, at current market prices. The group derives revenue mainly in Mauritius and exports are insignificant in relation to total revenue.

Revenue from other activities is spread over a number of counterparties.

Segment information for the group for the years ended June 30, 2017 and June 30, 2016 in respect of the statement of profit or loss and other comprehensive income and assets and liabilities are given below:

2017Statement of profit or loss and other comprehensive income

Agro-industry Property

Land and investments Hospitality Logistics FinTech

Commerce and Industry Total

Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000Revenue 999,620 2,636,619 360,649 2,724,544 3,498,315 665,153 573,868 11,458,768 Inter segment revenue (73,223) (392,515) (274,406) (20,404) (779) (391) - (761,718)

926,397 2,244,104 86,243 2,704,140 3,497,536 664,762 573,868 10,697,050

Profit before finance cost 197,791 1,705,093 93,891 94,318 182,981 159,135 (22,718) 2,410,492 Finance costs (40,867) (445,257) (167,105) (78,339) (59,688) (61,203) (4,776) (857,235)Profit before taxation 156,924 1,259,836 (73,214) 15,979 123,293 97,932 (27,494) 1,553,257 Income tax expense (4,083) (49,305) (54) (52,088) (36,033) (14,322) - (155,885)Profit for the year 152,841 1,210,531 (73,268) (36,109) 87,260 83,610 (27,494) 1,397,372

Non controlling interests (565,320) 832,052

Preference dividend (9,414)Profit attributable to ordinary shareholders 822,638

2017Agro-

industry PropertyLand and

investmentsHospitality and leisure Logistics FinTech


Statement of financial position Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000Segment assets 1,452,208 22,858,914 14,864,514 5,991,467 2,898,309 767,193 279,846 49,112,451 Assets classified as held for sale 23,733 - 52,471 - - - - 76,204 Associates and joint ventures 2,232,873 177,996 985 4,546,793 - 1,654,732 4,697 8,618,076

57,806,731

Segment liabilities 1,111,841 8,716,542 3,849,614 3,343,819 1,898,182 1,139,770 275,635 20,335,403

Additions to non-current assets 34,291 726,651 - 368,200 159,100 36,350 12,810 1,337,402Depreciation and amortisation 39,434 83,655 8,719 155,000 106,000 25,000 10,671 428,479Interest expense 40,867 445,257 167,105 78,339 59,688 61,203 4,776 857,235


FINANCIAL REVIEW



34. SEGMENT INFORMATION (CONT’D)

2016Statement of profit or loss and other comprehensive income

Agro-industry Property

Land & Investment Hospitality Logistics FinTech


Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000Revenue 857,520 1,885,115 395,013 1,265,088 1,533,720 358,179 799,517 7,094,152 Inter segment revenue (70,970) (344,088) (345,105) (1,943) (779) (786) - (763,671)

786,550 1,541,027 49,908 1,263,145 1,532,941 357,393 799,517 6,330,481

Profit before finance cost 158,326 718,298 235,001 5,931 73,252 72,219 (12,447) 1,250,580 Finance costs (28,177) (282,747) (166,328) (22,280) (35,515) (17,132) (3,849) (556,028)Profit before taxation 130,149 435,551 68,673 (16,349) 37,737 55,087 (16,296) 694,552 Income tax expense (3,802) (13,030) 7,574 (18,367) (22,237) (8,837) - (58,699)Profit for the year 126,347 422,521 76,247 (34,716) 15,500 46,250 (16,296) 635,853

Non controlling interests (288,364) 347,489

Preference dividend (9,414)Profit attributable to ordinary shareholders 338,075

2016Agro-

industry Property Land &

Investment Hospitality Logistics FinTechCommerce

and Industry TotalStatement of financial position Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000Segment assets 1,407,759 21,449,391 14,142,143 5,902,891 2,748,751 551,172 259,536 46,461,642 Assets classified as held for sale 23,733 - 26,453 - - - - 50,186 Associates and joint ventures 2,067,930 198,822 88,207 4,183,280 20,477 1,549,164 4,656 8,112,536

54,624,364

Segment liabilities 1,291,107 8,740,791 3,362,478 313,088 3,563,888 481,893 1,570,743 19,323,988

Additions to non-current assets 27,961 26,571 56,840 28,420 44,660 58,870 5,691 249,013Depreciation and amortisation 50,707 32,681 57,191 23,844 37,469 49,390 12,724 264,006Interest expense 28,177 282,747 166,328 22,279 35,515 17,132 3,849 556,028


FINANCIAL REVIEW



35. BUSINESS COMBINATIONS

(a) Acquisition of Velogic Express Reunion

During the year, Rogers Logistics International Ltd, a subsidiary company, acquired 100% holding in Velogic Express Reunion.

The fair value of assets acquired and liabilites assumed were as folllows

2017Consideration Rs.’000Cash consideration 255,265 Fair value on business combination 510,530 Total consideration 765,795

Recognised amounts for identifiable assets acquired and liabilities assumed Rs.’000Property, plant and equipment 1,300 Intangible assets 900 Trade and other receivables 32,400 Cash and cash equivalents 22,800 Trade and other payables (30,000)Deferred tax liabilities (2,400)Total identifiable net assets 25,000 Non controlling interest 1,700 Goodwill 3,300

30,000

Net cash outflow on acquisition of subsidiaryConsideration paid in cash 30,000 Less cash and cash equivalent balances acquired (22,800)Net outflow 7,200

The revenue and profit consolidated in the Group’s Statement of Profit or Loss for the year ended 30 June 2017 amounted to Rs.17m and Rs.2m respectively.


FINANCIAL REVIEW



35. BUSINESS COMBINATIONS (CONT’D)

(b) Acquisition of Gencargo (Transport) Limited, General Cargo Services Limited and River Court Adminstrators Limited

During the year ended 30 June 2016, the group made the following acquisitions:

(i) Kross Border Corporate Services acquired a 100% stake in River Court Adminstrators Limited and its subsidiaries namely River Court Nominee Ltd and River Court Trustee Ltd.

(ii) VK Logistics Ltd, a newly incorporated company, acquired 100% stake in General Cargo Services Limited and a 80% stake in Gencargo (Transport) Limited

The following table summarises the consideration paid for the acquisition of the above subsidiaries and the amounts of the assets acquired and liabilities assumed recognised at the acquisition date.

2016Consideration Rs.’000Cash consideration 243,292

Recognised amounts for identifiable assets acquired and liabilities assumed Rs.’000Property, plant and equipment 70,459 Investment property 23,108 Intangible assets 132 Current tax asset 7,279 Trade and other receivables 145,102 Cash and cash equivalents 23,136 Borrowings (21,040)Deferred tax liabilities (13,018)Trade and other payables (124,881)Total identifiable net assets 110,277 Non controlling interest 81,415 Goodwill 51,600

243,292

Net cash outflow on acquisition of subsidiariesConsideration paid in cash 243,292 Less cash and cash equivalent balances acquired (23,136)Net outflow 220,156


FINANCIAL REVIEW



35. BUSINESS COMBINATIONS (CONT’D)

(c) Acquisition of Mall of Mauritius at Bagatelle Ltd

On July 1, 2015, the group acquired additional stake in Mall of Mauritius at Bagatelle Ltd, thus increasing its stake from 50.1% to 75%.

The investment in Mall of Mauritius at Bagatelle Ltd has thus been transferred from investment in associate to investment in subsidiary.

The transaction has resulted in the recognition of a fair value loss on business combination as follows:

2016Rs.’000

Fair value of business combination 510,530 Less: Carrying amount of investment on the date of loss of significant influence (649,864)Loss on fair value on business combination (139,334)

The following table summarises the consideration paid for Mall of Mauritius at Bagatelle Ltd and the amounts of the assets acquired and liabilities assumed recognised at the acquisition date, as well as, the fair value at the acquisition date of the non controlling interest in Mall of Mauritius at Bagatelle Ltd.

2016Consideration Rs.’000Cash consideration 255,265 Fair value on business combination 510,530 Total consideration 765,795

Recognised amounts for identifiable assets acquired and liabilities assumed Rs.’000Property, plant and equipment 134 Investment property 1,509,855 Intangible assets 110 Deferred tax 16,230 Land and related development cost 182,680 Trade and other receivables 34,732 Cash and cash equivalents 2,445 Borrowings (319,583)Bank overdraft (117,792)Deferred tax liabilities (21,366)Trade and other payables (47,848)Current tax liabilities (3,247)Total identifiable net assets 1,221,748 Non controlling interest (305,437)Bargain purchase (150,516)

765,795 Net cash outflow on acquisition of subsidiaryConsideration paid in cash 255,265 Less cash and cash equivalent balances acquired (115,347)Net outflow 370,612 Acquisition related costs 12,763

The revenue included in the consolidated financial statements since 01 Jul 15 contributed by Mall of (Mauritius) at Bagatelle Ltd’s Group was Rs.48m. Mall of Mauritius at Bagatelle Ltd’s Group also contributed profit of Rs4.8m over the same period.


FINANCIAL REVIEW



36. AMALGAMATION

Effective 01 February 2016 , ENL Land Ltd amalgamated with ENL Investment Ltd with ENL Land Ltd remaining as the surviving company. The shareholders of ENL Investment were issued 1.057 new ENL Land Ltd shares for every 1 ENL Investment Ltd share held. The total number of new ordinary shares issued amounts to 65,345,838, thus bringing the total number of shares of ENL Land Ltd in issue to 295,847,036 shares.

Identifiable assets and liabitlies on amalgamation as follows:

2016Rs.’000

Non current assets 5,369,559 Current assets 1,192,993

Total assets 6,562,552

Non-current liabilities 525,533 Current liabilities 42,202

Total liabilities 567,735

37. CONTINGENT LIABILITIES

(i) A subsidiary is being sued by the heirs of a former employee for Rs.76m on the ground of having provided unsafe working conditions during his tenure with the company. At the date of signing the annual report, the outcome is uncertain

(ii) There are other pending cases against the group for which no material liabilities are expected to arise.

(iii) Some of the group’s subsidiaries have pending legal matters amounting to Rs.62.4m.There are also pending legal matters relating to a court case against two subsidiary companies, the outcome of which is uncertain

(iv) At June 30, 2017, some of the group’s subsidiaries had contingent liabilities in respect of bank guarantees arising in the ordinary course of business and from which no material liabilities are expected to arise.


FINANCIAL REVIEW



38. RELATED PARTY TRANSACTIONS

Net interest (expense)/income

Management fees (expense)/income

Loans payable

Amount owed by related parties

Amount owed to related parties

Sales/(Purchase) of investments Sale of land

Sales of goods and services

Purchase of goods and services

2017 2016 2017 2016 2017 2016 2017 2016 2017 2016 2017 2016 2017 2016 2017 2016 2017 2016 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000

(a) THE GROUPHolding company (9,367) (10,903) (86,355) (31,411) 93,050 170,500 704 31 59,293 18,403 - - - - 4,625 4,310 8,012 7,613 Fellow subsidiaries (1,554) (1,348) (110) - - 7,183 15,585 35,470 29,787 26,378 - - - - 28,934 35,829 52,711 49,723 Jointly-controlled entity and associates - - - - - - 1,092 - 140 - - - - - 916 4,475 - 7,146

THE COMPANYHolding company (9,367) (10,903) (90,000) (37,199) 93,050 170,500 - - 36,800 9,688 - - - - - - - 27 Subsidiaries 6,050 4,111 (7,000) (7,000) - 30,000 1,351,446 1,470,475 9,853 7,095 - 499,000 1,642,535 - - 50,980 28,217 9,312 Fellow subsidiaries (483) (798) - - - 7,183 14,273 11,091 9,503 161 - - - - 7,698 6,866 - 930 Jointly-controlled entity and associates - - - - - - - - - - - - - - - - - -

The sales to and purchases from related parties are made in the normal course of business. Outstanding balances at the year end are unsecured, interest free (except for loans) and settlement occurs in cash.

For the year ended June 30, 2017, the group has not recorded any impairment of receivables relating to amounts owed by related parties (2016: Rs.nil).

This assessment is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates.

Interest rates on loans vary between 3% and 8% p.a.

As at June 30, 2017, the amount owed by an enterprise with common director to one of the company’s director was Rs.18,501,000 (2016:Rs.18,501,000)

(b) Key management personnel compensation


Rs.’000 Rs.’000 Rs.’000 Rs.’000Directors fees 4,207 3,680 1,818 1,559 Salaries and short term employee benefits 13,227 6,783 - - Post employment benefits 1,749 - - -

19,183 10,463 1,818 1,559

39. SUBSEQUENT EVENTS

One of the group’s subsidiaries acquired the share of ENL Lifestyle Limited, a wholly owned subsidiary of ENL Limited, effective as from July 01, 2017.


38. RELATED PARTY TRANSACTIONS

Net interest (expense)/income

Management fees (expense)/income

Loans payable

Amount owed by related parties

Amount owed to related parties

Sales/(Purchase) of investments Sale of land

Sales of goods and services

Purchase of goods and services

2017 2016 2017 2016 2017 2016 2017 2016 2017 2016 2017 2016 2017 2016 2017 2016 2017 2016 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000

(a) THE GROUPHolding company (9,367) (10,903) (86,355) (31,411) 93,050 170,500 704 31 59,293 18,403 - - - - 4,625 4,310 8,012 7,613 Fellow subsidiaries (1,554) (1,348) (110) - - 7,183 15,585 35,470 29,787 26,378 - - - - 28,934 35,829 52,711 49,723 Jointly-controlled entity and associates - - - - - - 1,092 - 140 - - - - - 916 4,475 - 7,146

THE COMPANYHolding company (9,367) (10,903) (90,000) (37,199) 93,050 170,500 - - 36,800 9,688 - - - - - - - 27 Subsidiaries 6,050 4,111 (7,000) (7,000) - 30,000 1,351,446 1,470,475 9,853 7,095 - 499,000 1,642,535 - - 50,980 28,217 9,312 Fellow subsidiaries (483) (798) - - - 7,183 14,273 11,091 9,503 161 - - - - 7,698 6,866 - 930 Jointly-controlled entity and associates - - - - - - - - - - - - - - - - - -

The sales to and purchases from related parties are made in the normal course of business. Outstanding balances at the year end are unsecured, interest free (except for loans) and settlement occurs in cash.

For the year ended June 30, 2017, the group has not recorded any impairment of receivables relating to amounts owed by related parties (2016: Rs.nil).

This assessment is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates.

Interest rates on loans vary between 3% and 8% p.a.

As at June 30, 2017, the amount owed by an enterprise with common director to one of the company’s director was Rs.18,501,000 (2016:Rs.18,501,000)

(b) Key management personnel compensation


Rs.’000 Rs.’000 Rs.’000 Rs.’000Directors fees 4,207 3,680 1,818 1,559 Salaries and short term employee benefits 13,227 6,783 - - Post employment benefits 1,749 - - -

19,183 10,463 1,818 1,559

39. SUBSEQUENT EVENTS

One of the group’s subsidiaries acquired the share of ENL Lifestyle Limited, a wholly owned subsidiary of ENL Limited, effective as from July 01, 2017.


FINANCIAL REVIEW



40. FINANCIAL SUMMARY OF PUBLISHED RESULTS AND ASSETS AND LIABILITIES

2017 2016 2015(a) THE GROUP Rs.’000 Rs.’000 Rs.’000

Statements of profit or loss and other comprehensive incomeTurnover 10,697,050 6,330,481 2,315,203

Profit before taxation 1,553,257 694,552 582,203 Income tax expense (155,885) (58,699) (11,463)Profit for the year from operations 1,397,372 635,853 570,740 Other comprehensive income for the year 1,287,250 (47,039) (225,483)Total comprehensive income for the year 2,684,622 588,814 345,257

Profit attributable to:Owners of the parent 832,052 347,489 519,289 Non controlling interests 565,320 288,364 51,451

1,397,372 635,853 570,740

Total comprehensive income attributable to:Owners of the parent 1,508,821 326,991 295,812 Non controlling interests 1,175,801 261,823 49,445

2,684,622 588,814 345,257

Ordinary dividends 349,100 347,390 304,262

Preference dividend 9,414 9,414 9,414

Rs. Rs. Rs. Basic earnings per share from operations 2.78 1.31 2.21 Dividends per share- Ordinary 1.18 1.32 1.32 - Preference 2.80 2.80 2.80

2017 2016 2015 Statements of financial position Rs.’000 Rs.’000 Rs.’000Non current assets 52,127,505 47,633,137 23,181,134 Current assets 5,603,023 6,941,041 1,888,826 Non-current assets classified as held for sale 76,204 50,186 28,712 Total assets 57,806,732 54,624,364 25,098,672

Issued and fully paid up capital 7,185,683 7,185,683 6,030,058 Revaluation, fair value and other reserves 9,592,245 8,221,518 7,686,927 Retained earnings 10,001,151 10,300,770 6,397,663 Non controlling interests 10,692,249 9,592,405 491,512 Non current liabilities 12,233,679 11,465,398 2,291,424 Current liabilities 8,101,725 7,858,590 2,201,088 Total equity and liabilities 57,806,732 54,624,364 25,098,672


FINANCIAL REVIEW



40. FINANCIAL SUMMARY OF PUBLISHED RESULTS AND ASSETS AND LIABILITIES (CONT’D)

2017 2016 2015(b) THE COMPANY Rs.’000 Rs.’000 Rs.’000

Statements of profit or loss and other comprehensive incomeTurnover 308,514 365,899 287,807 Profit before taxation 98,875 251,229 471,114 Income tax (expense)/ credit (54) 8,730 - Profit for the year 98,821 259,959 471,114 Other comprehensive income for the year 626,586 1,519,422 (642,867)Total comprehensive income for the year 725,407 1,779,381 (171,753)

Profit attributable to:Owners of the parent 98,821 259,959 471,114

Total comprehensive income attributable to:Owners of the parent 725,407 1,779,381 (171,753)

Ordinary dividends 349,100 347,390 304,262

Preference dividend 9,414 9,414 9,414

Rs. Rs. Rs. Basic earnings per share from operations 0.30 0.97 2.00 Dividends per share- Ordinary 1.18 1.32 1.32 - Preference 2.80 2.80 2.80

2017 2016 2015Statements of financial position Rs.’000 Rs.’000 Rs.’000Non current assets 28,889,541 26,700,546 21,107,589 Current assets 754,286 823,450 571,296 Non-current assets classified as held for sale 122,405 1,414,060 28,712 Total assets 29,766,232 28,938,056 21,707,597

Issued and fully paid up capital 7,185,683 7,185,683 6,030,058 Revaluation, fair value and other reserves 10,699,738 11,484,754 8,425,229 Retained earnings 7,844,089 6,692,180 5,202,265 Non current liabilities 1,998,502 2,055,544 766,423 Current liabilities 2,038,220 1,519,895 1,283,622 Total equity and liabilities 29,766,232 28,938,056 21,707,597


addi

tiona

l inf

o

ü : In officeA : AppointedR : Resigned

LIST OF DIRECTORS

List of directors of thecompany and its subsidiaries

Abr

aham

Ber

trand

Den

isA

dam

M. M

. Guy

Ah

Chi

ng C

heon

g S

haow

Woo

Alla

gape

n G

ary

Dev

a A

ndre

Em

man

uel R

ené

Ant

elm

e G

.Rob

ert

Arr

owsm

ith S

arah

Car

men

Aud

iber

t Did

ier

Avr

illon

Fra

ncis

Vin

cent

Bau

dot J

ean

Mar

ie F

ranc

ois

Ben

i Mad

hu N

itish

Ber

man

Lau

renc

e M

arie

Bha

tt M

ehul

Hite

sh K

umar

Bho

yram

boli

Boj

razs

ingh

Bho

yroo

Moh

amm

ad Y

ashi

nnB

land

in d

e C

hala

in J

ean-

Mar

ie N

icol

asB

osch

Jos

ep O

riol

Bou

ic J

osep

h G

uilla

ume

Kar

l B

oullé

Fab

rice

Fran

çois

Bou

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lt D

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ntB

undh

un M

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Adnarev Ltd ü ü ü üAgrex Limited ü ü ü üArio Seychelles Ltd ü üAscencia Limited ü A R ü ü ü ü R R ü ü AAssociated Container Services Limited R ü R ü üBagaprop Limited ü ü ü ü ü RBeavia Kenya Limited ü ü ü ü üBel Ombre Foundation For Empowerment A R üBlue Sky Mayotte SARL üBlueAlizé Ltd ü R ü ü R ü ABS REUNION (Run Tourisme) ü üBS Travel Management Limitada ü ü R ü üBS Travel Management Ltd R ü ü ü ü ü ACargo Express Madagascar S.A.R.L. ü üCase Noyale Limitée ü ü R ü ü ü A ü ü üCogir Limitée ü ü ü ü üCompagnie Sucrière De Bel Ombre Limited ü ü R ü ü ü A ü ü üCroisières Australes Ltée ü ü R ü A üEnAtt Ltd ü ü ü ü ü üENL Agri Limited ü ü ü ü üENL Corporate Ventures Limited ü ü üENL Foundation ü ü ü üENL House Limited ü ü üENL Land Ltd ü ü ü ü ü ü ü ü R ü ü A AENL Property Limited ü ü ü R ü ü ü ü üEnquickfix Limited ü üEnVolt Limited ü ü üESP Landscapers Ltd ü ü ü ü üEspral International Ltd ü ü ü ü ü üEspral Ltd ü ü ü ü üExotiflors Limited ü ü üF.O.M Warehouses Ltd ü ü ü ü üFleet Investment Supply and Husbandry Ltd üFloreal Commercial Centre Limited ü A ü ü ü üForesite Property Holding Ltd ü ü üFPHL Infra Ltd üFreeport Operations (Mauritius) Ltd ü ü ü ü üGS Africa Airline Services Ltd ü R AHeritage Events Company Ltd ü ü üHeritage Golf Club Ltd R ü ü ü ü ü üLe Marche Du Moulin Ltd üLe Sunset Commercial Centre Limited ü üLes Villas De Bel Ombre Ltee ü R ü ü ü A üLogistics Solutions Ltd R ü ü A üMall of (Mauritius) At Bagatelle Ltd ü ü ü ü ü üMDA Offices Limited (Incorporated 10 January 2017) A AMDA Properties Ltd ü ü ü ü ü ü ü üMoka City Limited (Incorporated 18 July 2016) A AMoka Residential Limited (Incorporated 13 March 2017)

A A

Mon Désert Alma Sugar Milling Company Limited ü ü ü ü ü



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aham

Ber

trand

Den

isA

dam

M. M

. Guy

Ah

Chi

ng C

heon

g S

haow

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Alla

gape

n G

ary

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a A

ndre

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man

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elm

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arah

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men

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ier

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illon

Fra

ncis

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cent

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ean

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ie F

ranc

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itish

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man

Lau

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arie

Bha

tt M

ehul

Hite

sh K

umar

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yram

boli

Boj

razs

ingh

Bho

yroo

Moh

amm

ad Y

ashi

nnB

land

in d

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hala

in J

ean-

Mar

ie N

icol

asB

osch

Jos

ep O

riol

Bou

ic J

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ume

Kar

l B

oullé

Fab

rice

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çois

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rgau

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Adnarev Ltd ü ü ü üAgrex Limited ü ü ü üArio Seychelles Ltd ü üAscencia Limited ü A R ü ü ü ü R R ü ü AAssociated Container Services Limited R ü R ü üBagaprop Limited ü ü ü ü ü RBeavia Kenya Limited ü ü ü ü üBel Ombre Foundation For Empowerment A R üBlue Sky Mayotte SARL üBlueAlizé Ltd ü R ü ü R ü ABS REUNION (Run Tourisme) ü üBS Travel Management Limitada ü ü R ü üBS Travel Management Ltd R ü ü ü ü ü ACargo Express Madagascar S.A.R.L. ü üCase Noyale Limitée ü ü R ü ü ü A ü ü üCogir Limitée ü ü ü ü üCompagnie Sucrière De Bel Ombre Limited ü ü R ü ü ü A ü ü üCroisières Australes Ltée ü ü R ü A üEnAtt Ltd ü ü ü ü ü üENL Agri Limited ü ü ü ü üENL Corporate Ventures Limited ü ü üENL Foundation ü ü ü üENL House Limited ü ü üENL Land Ltd ü ü ü ü ü ü ü ü R ü ü A AENL Property Limited ü ü ü R ü ü ü ü üEnquickfix Limited ü üEnVolt Limited ü ü üESP Landscapers Ltd ü ü ü ü üEspral International Ltd ü ü ü ü ü üEspral Ltd ü ü ü ü üExotiflors Limited ü ü üF.O.M Warehouses Ltd ü ü ü ü üFleet Investment Supply and Husbandry Ltd üFloreal Commercial Centre Limited ü A ü ü ü üForesite Property Holding Ltd ü ü üFPHL Infra Ltd üFreeport Operations (Mauritius) Ltd ü ü ü ü üGS Africa Airline Services Ltd ü R AHeritage Events Company Ltd ü ü üHeritage Golf Club Ltd R ü ü ü ü ü üLe Marche Du Moulin Ltd üLe Sunset Commercial Centre Limited ü üLes Villas De Bel Ombre Ltee ü R ü ü ü A üLogistics Solutions Ltd R ü ü A üMall of (Mauritius) At Bagatelle Ltd ü ü ü ü ü üMDA Offices Limited (Incorporated 10 January 2017) A AMDA Properties Ltd ü ü ü ü ü ü ü üMoka City Limited (Incorporated 18 July 2016) A AMoka Residential Limited (Incorporated 13 March 2017)

A A

Mon Désert Alma Sugar Milling Company Limited ü ü ü ü ü

LIST OF DIRECTORS


LIST OF DIRECTORS

Abr

aham

Ber

trand

Den

isA

dam

M. M

. Guy

Ah

Chi

ng C

heon

g S

haow

Woo

Alla

gape

n G

ary

Dev

a A

ndre

Em

man

uel R

ené

Ant

elm

e G

.Rob

ert

Arr

owsm

ith S

arah

Car

men

Aud

iber

t Did

ier

Avr

illon

Fra

ncis

Vin

cent

Bau

dot J

ean

Mar

ie F

ranc

ois

Ben

i Mad

hu N

itish

Ber

man

Lau

renc

e M

arie

Bha

tt M

ehul

Hite

sh K

umar

Bho

yram

boli

Boj

razs

ingh

Bho

yroo

Moh

amm

ad Y

ashi

nnB

land

in d

e C

hala

in J

ean-

Mar

ie N

icol

asB

osch

Jos

ep O

riol

Bou

ic J

osep

h G

uilla

ume

Kar

l B

oullé

Fab

rice

Fran

çois

Bou

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Motor City Limited ü üMotor Traders Ltd AMTL Logistics & Distribution Co. Ltd R üP.A.P.O.L.C.S. Ltd ü ü ü ü ü ü üPapol Holding Ltd ü ü ü ü üPlaisance Air Transport Services Ltd ü ü ü üReliance Facilities Ltd ü ü RReliance Security Services Ltd ü ü RReliance Systems Ltd ü RResaplanet Ltd ü ü ü ü ü ü üRiver Court Nominees R ü üRogers and Company Limited ü ü R ü ü ü ü ü A ü ü ü RRogers Aviation (Mauritius) Ltd A R R ü R ü üRogers Aviation Comores S.A.R.L üRogers Aviation France S.A.R.L üRogers Aviation Holding Company Limited A R ü ü ü ü ü üRogers Aviation International Ltd (formerly Ario Ltd) A R ü ü ü ü üRogers Aviation Kenya Ltd ü ü üRogers Aviation Madagascar S.A.R.L R ü R ü üRogers Aviation Mayotte SARL ü üRogers Aviation Mozambique LTA. ü ü R ü üRogers Aviation Reunion SARL ü üRogers Aviation South Africa (Proprietary) Limited ü ü üRogers Capital Accounting Services ü ü üRogers Capital Actuarial Services ü ü ü R ARogers Capital Business Services ü ü üRogers Capital Captive Insurance Management Services ü ü A A

Rogers Capital City Executives Ltd ü ü ü üRogers Capital Corporate Services Limited ü R ü ü ü ü ü üRogers Capital Corporate Services Pte (Singapore) Ltd ü ü ü ü

Rogers Capital Finance Ltd A R A A ARogers Capital Fund Services R R ü ü ü üRogers Capital Investment Advisors Ltd R ü ü ü üRogers Capital Ltd A ü R A ü ü ü A üRogers Capital Nominee ü ü ü ARogers Capital Nominee 1 ü ü ü üRogers Capital Nominee 2 ü ü ü üRogers Capital Outsourcing Ltd ü ü üRogers Capital Payroll Services R R A A ü ARogers Capital Specialist Services Ltd ü ü ü ARogers Capital Technology Services Ltd A ü R ü ü R ü üRogers Capital Trustees Services Ltd ü A R ü ARogers Capital Wealth Management Ltd R üRogers Consolidated Shareholding Limited ü ü üRogers Corporate Services Ltd üRogers Foundation Ltd A A ü ü ü ü üRogers I.D.S (France) SA üRogers IDS Limitada Mozambique ü üRogers IDS Madagascar SA ü üRogers Logistics International Ltd ü ü üRogers Logistics Services Company Ltd ü ü ü ü üRogers Shipping ü ü üS & W Synergy Ltd ü ü ü ü üSavannah Properties Limited ü üSeven Colours Spa Ltd ü ü ü üSmartvertising Ltd ü üSouth West Tourism Development Company Limited R ü ü ü



Abr

aham

Ber

trand

Den

isA

dam

M. M

. Guy

Ah

Chi

ng C

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a A

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man

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dagu

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Ste

dman

Ric

hard

Soh

rab

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mad

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Paul

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k Fr

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nun

Van

Der

Wat

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N P

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Wie

he L

. H. G

eorg

esW

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Mor

néW

ong

Leun

g Pa

k Va

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Bel

inda

Yon

Ger

mai

n Jo

seph

Yue

Chi

Min

g To

ny

Motor City Limited ü üMotor Traders Ltd AMTL Logistics & Distribution Co. Ltd R üP.A.P.O.L.C.S. Ltd ü ü ü ü ü ü üPapol Holding Ltd ü ü ü ü üPlaisance Air Transport Services Ltd ü ü ü üReliance Facilities Ltd ü ü RReliance Security Services Ltd ü ü RReliance Systems Ltd ü RResaplanet Ltd ü ü ü ü ü ü üRiver Court Nominees R ü üRogers and Company Limited ü ü R ü ü ü ü ü A ü ü ü RRogers Aviation (Mauritius) Ltd A R R ü R ü üRogers Aviation Comores S.A.R.L üRogers Aviation France S.A.R.L üRogers Aviation Holding Company Limited A R ü ü ü ü ü üRogers Aviation International Ltd (formerly Ario Ltd) A R ü ü ü ü üRogers Aviation Kenya Ltd ü ü üRogers Aviation Madagascar S.A.R.L R ü R ü üRogers Aviation Mayotte SARL ü üRogers Aviation Mozambique LTA. ü ü R ü üRogers Aviation Reunion SARL ü üRogers Aviation South Africa (Proprietary) Limited ü ü üRogers Capital Accounting Services ü ü üRogers Capital Actuarial Services ü ü ü R ARogers Capital Business Services ü ü üRogers Capital Captive Insurance Management Services ü ü A A

Rogers Capital City Executives Ltd ü ü ü üRogers Capital Corporate Services Limited ü R ü ü ü ü ü üRogers Capital Corporate Services Pte (Singapore) Ltd ü ü ü ü

Rogers Capital Finance Ltd A R A A ARogers Capital Fund Services R R ü ü ü üRogers Capital Investment Advisors Ltd R ü ü ü üRogers Capital Ltd A ü R A ü ü ü A üRogers Capital Nominee ü ü ü ARogers Capital Nominee 1 ü ü ü üRogers Capital Nominee 2 ü ü ü üRogers Capital Outsourcing Ltd ü ü üRogers Capital Payroll Services R R A A ü ARogers Capital Specialist Services Ltd ü ü ü ARogers Capital Technology Services Ltd A ü R ü ü R ü üRogers Capital Trustees Services Ltd ü A R ü ARogers Capital Wealth Management Ltd R üRogers Consolidated Shareholding Limited ü ü üRogers Corporate Services Ltd üRogers Foundation Ltd A A ü ü ü ü üRogers I.D.S (France) SA üRogers IDS Limitada Mozambique ü üRogers IDS Madagascar SA ü üRogers Logistics International Ltd ü ü üRogers Logistics Services Company Ltd ü ü ü ü üRogers Shipping ü ü üS & W Synergy Ltd ü ü ü ü üSavannah Properties Limited ü üSeven Colours Spa Ltd ü ü ü üSmartvertising Ltd ü üSouth West Tourism Development Company Limited R ü ü ü


LIST OF DIRECTORS


LIST OF DIRECTORS


Abr

aham

Ber

trand

Den

isA

dam

M. M

. Guy

Ah

Chi

ng C

heon

g S

haow

Woo

Alla

gape

n G

ary

Dev

a A

ndre

Em

man

uel R

ené

Ant

elm

e G

.Rob

ert

Arr

owsm

ith S

arah

Car

men

Aud

iber

t Did

ier

Avr

illon

Fra

ncis

Vin

cent

Bau

dot J

ean

Mar

ie F

ranc

ois

Ben

i Mad

hu N

itish

Ber

man

Lau

renc

e M

arie

Bha

tt M

ehul

Hite

sh K

umar

Bho

yram

boli

Boj

razs

ingh

Bho

yroo

Moh

amm

ad Y

ashi

nnB

land

in d

e C

hala

in J

ean-

Mar

ie N

icol

asB

osch

Jos

ep O

riol

Bou

ic J

osep

h G

uilla

ume

Kar

l B

oullé

Fab

rice

Fran

çois

Bou

rgau

lt D

u C

oudr

ay L

aure

ntB

undh

un M

anis

hB

undh

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Abd

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Lou

is M

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el K

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an F

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Chu

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k K

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eorg

esC

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Mar

ia A

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nette

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De

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Vin

cent

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arm

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ndré

De

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ranc

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bauv

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k G

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aal A

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Des

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Southern Marine ü üSukpak Ltd ü ü ü ü üSygeco Limited ü ü ü üTambourissa Limited ü üTelfair Development Limited ü ü ü ü ü ü ü üTelfair Square Limited (Incorporated 20 January 2017) A AThe Gardens of Bagatelle Ltd ü ü ü üThe Old Factory Limited R ü AThe Savannah Sugar Milling Company Ltd ü ü ü ü R ü ü üThermoil Company Limited ü üTranscontinent S.A.R.L. ü üTransworld International ü üTravelia Ltd üVelogic (India) PVT Limited R ü ü üVelogic Depot & Warehouse Ltd (formerly R & C Logistics Ltd) ü ü

Velogic Garage Services Ltd ü ü ü ü ü üVelogic Haulage Services Ltd (formerly ERC Limitee) ü ü ü ü üVelogic Holding Company Ltd (formerly Logistics Holding Company Ltd)

R ü ü ü A ü ü

Velogic Ltd R ü R R ü üVeranda Tamarin A AVillas Valriche Resort Ltd A ü ü ü üVK Logistics Ltd ü ü ü ü üVLH Holding Ltd (amalgamated on 30 December 2016) ü R ü ü ü ü ü ü ü ü ü

VLH Ltd ü R ü ü ü ü ü ü A ü ü üVLH Training Ltd ü ü ü üVSR ü ü üYatch Management Ltd ü ü ü ü ü

LIST OF DIRECTORS


corporate information

Registered office

ENL House

Vivéa Business Park

Moka

Telephone: (230) 404 9500

Fax: (230) 404 9565

Email: [email protected]

Secretary

ENL Limited

ENL House

Vivéa Business Park

Moka

Telephone: (230) 404 9500

Fax: (230) 404 9565

Share registry

MCB Registry and Securities Ltd

Sir William Newton Street

Port Louis

Tel: (230) 202 5423

Fax: (230) 208 1167

Auditors

BDO & Co.

Bankers

Afrasia Bank Limited

Bank One

Barclays Bank PLC

SBI (Mauritius) Ltd

SBM Bank (Mauritius) Ltd

The Mauritius Commercial Bank Ltd

Legal advisors

ENSafrica (Mauritius)

Benoit Chambers

De Speville-Desvaux

Notaries

Me Bernard d’Hotman de Villiers

Me Jean-Pierre Montocchio


notice of meeting

Notice is hereby given that the Annual Meeting of Ordinary shareholders of ENL Land Ltd will be held at the Company’s registered office, ENL House, Vivéa Business Park, Moka, on 12 December 2017 at 09.00 hours, to transact the following business:

1. To consider the Annual Report for the year ended 30 June 2017.

2. To receive the report of the auditors of the Company.

3. To consider and approve the audited financial statements of the Company for the year ended 30 June 2017.

Ordinary Resolution“Resolved that the audited financial statements of the Company for the year ended 30 June 2017 be hereby approved.”

4. To elect one Director, namely Mr Marie Joseph Jean-Pierre Montocchio, who retires by rotation in accordance with Section 24.4 of the Company’s constitution and, being re-eligible, offers himself for re-election.

Ordinary Resolution“Resolved that Mr Marie Joseph Jean-Pierre Montocchio be hereby re-elected as Director of the Company in accordance with Section 24.4 of the Company’s constitution.”

5. To re-appoint Mr Gérard Espitalier Noël, who is over the age of 70 years, to continue to hold office as a Director of the Company until the next Annual Meeting of the Company under Section 138 (6) of The Companies Act 2001.

Ordinary Resolution“Resolved that Mr Gérard Espitalier Noël be hereby re-appointed as Director of the Company to hold office until the next Annual Meeting of the Company.”

6. To take note of the automatic reappointment of BDO & Co. as auditors under Section 200 of The Companies Act 2001 and to authorise the Board to fix their remuneration.

Ordinary Resolution“Resolved that the Board of Directors be authorised to fix the remuneration of BDO & Co who are being automatically appointed as auditors of the Company under Section 200 of The Companies Act 2001.”

Note: The profile and categories of the Directors proposed for re-appointment/appointment are set out on pages 65 to 66 of the Annual Report 2017.

By order of the Board

Laowmila B Arlandoo, ACIS

For ENL LimitedCompany Secretary

28 September 2017

A member of the Company entitled to attend and vote at this meeting may appoint a proxy,

whether a member or not, to attend and vote on his/her behalf. Any such appointment

must be made in writing on the attached form, and the document deposited at the Share

Registry and Transfer Office of the Company, MCB Registry and Securities Ltd, Sir William

Newton Street, Port Louis, Mauritius not less than twenty-four hours before the meeting is

due to take place.

For the purpose of this annual meeting, the Directors have resolved, in compliance with

Section 120(3) of the Companies Act 2001, that the shareholders entitled to receive notice

of the meeting and attend such meeting shall be those shareholders whose names are

registered in the share register of the Company as at 14 November 2017.


proxy formI/We

of

being a member/s of ENL Land Ltd, do hereby appoint

of

as my/our proxy or failing him/her

of

to vote for me/us on my/our behalf at the Annual Meeting of the Company to be held at 09.00 hours on 12 December 2017 and at any adjournment thereof. The proxy

will vote on the under-mentioned resolution, as indicated:

Resolutions(Please indicate with an X in the spaces below how you wish your votes to be cast)

For Against Abstain

3 “Resolved that the audited financial statements of the Company for the year ended 30 June 2017 be hereby approved.”

4 “Resolved that Mr Marie Joseph Jean-Pierre Montocchio be hereby re-elected as Director of the Company in accordance with Section 24.4 of the Company’s constitution.”

5 “Resolved that Mr Gérard Espitalier Noël be hereby re-appointed as Director of the Company to hold office until the next Annual Meeting of the Company.”

6 “Resolved that the Board of Directors be authorised to fix the remuneration of BDO & Co who are being automatically appointed as auditors of the Company under Section 200 of The Companies Act 2001.”

Notes

1. A member may appoint a proxy of his own choice. Insert the name of the person appointed proxy in the space provided.

2. If the appointor is a corporation, this form must be under its common seal or under the hand of some officer or attorney duly authorised in that behalf.

3. In the case of joint holders, the signature of any one holder will be sufficient, but the names of all the joint holders should be stated.

4. If this form is returned without any indication as to how the person appointed proxy shall vote, he will exercise his discretion as to how he votes or whether he abstains from voting.

5. To be valid, this form must be completed and deposited at the Share Registry and Transfer Office of the Company, MCB Registry and Securities Ltd, Sir William Newton Street, Port Louis, Mauritius not less than 24 hours before the time fixed for holding the meeting or adjourned meeting.

Signed this day of 2017 Signature

29 June 2017

Dear Shareholder

ENL Land Ltd (‘ENL Land’ or ‘the Company’) offers you the possibility of receiving its communications electronically by email: documents of a circular nature (such as annual

reports and accounts), notices of meetings, credit advices and other shareholder documents. We are required under the Companies Act 2001 to ask you individually to

confirm your agreement to us in writing, prior to providing you documents and information by e-mail or other electronic forms of communication. Kindly note that in particular

circumstances, the Company reserves the right to send documents or other information to its shareholders in hard copy rather than electronically.

Should you be agreeable to our proposal, kindly complete the relevant enclosed consent form and send it back to us at the above address. You may contact our registrar

on (+230) 202 5640/5398, for any further queries that you may have.

We thank you for supporting this initiative and your continued interest in our Company. We encourage you to visit our website www.enl.mu for updates on ENL Group and

our investors’ corner www.enl.mu/investors/enl-land dedicated to you.

Yours sincerely

Jean Noël Humbert Preety Gopaul

Chairman For ENL Limited

Company Secretary

------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

CONSENT FORM : REQUEST FOR ELECTRONIC COMMUNICATIONS

I/We

Name of shareholder (primary shareholder as per register of shareholders in case of joint shareholding)

National Identity Card Number (for individuals) Business Registration Number (for corporate bodies)

Email address

agree to receive by e-mail at the above e-mail address, notices of meetings, annual reports, financial statements and other shareholder documents and communications

from ENL Land Ltd (‘ENL Land’), and also agree to receive by e-mail notification from ENL Land advising me/us that documents of a circular nature (such as annual reports

and accounts) have been posted on the Company’s website.

Consequently it is understood and agreed that:1. Upon my/our signature(s) and receipt by ENL Land of the present form, issuance of paper notice of meetings, annual reports, accounts and other shareholder documents, shall be discontinued.

However, in particular circumstances, ENL Land reserves the right to send documents or other information to its shareholders in hard copy rather than by e-mail.2. ENL Land shall not be held responsible for any failure in transmission beyond its control any more than it can for postal failures.3. The current instruction shall remain valid until written revocation is sent to ENL Land Ltd, C/o MCB Registry & Securities Ltd, 9th Floor, MCB Centre, Sir William Newton Street, Port Louis.4. The current instruction is valid for all my/our shares held in ENL Land.5. ENL Land shall take all reasonable precautions to ensure that viruses are not present in any communication it sends out and shall not accept responsibility for any loss or damage arising from

the opening or use of any e-mail or attachments from ENL Land.6. As a corporate shareholder, we shall ensure that the e-mail address provided shall easily be read by/accessible to employees responsible for our shareholding in ENL Land and that any de-

activation of the said e-mail address will be notified promptly to ENL Land.7. It is my/our responsibility to inform ENL Land of any change to my/our e-mail address.8. I/We will hold ENL Land and/or its agents harmless in the execution of my/our present instructions.

Signature Date Telephone

Name/s* NIC/passport*

*for authorised signatory/ies of corporate bodies who warrant/s being duly authorised hereto

Please fill in and return to:

ENL Land Ltd, c/o MCB Registry & Securities Ltd,

9th Floor, MCB Centre, Sir William Newton Street, Port Louis

ENL LAND LTDENL House| Vivéa Business Park| Moka| MauritiusT. +230 404 9500|F. +230 404 [email protected]|www.enl.muBRN:C06001731|VAT No: 20001369

electronic communication form

Notes

Notes

100%

This Annual Report is printed on

Cocoon Silk / Preprint | Cyclus Offset

ENL Land Ltd

ENL House • Vivéa Business Park • Moka • Mauritius

T +230 404 9500 | F +230 404 9565

[email protected] | www.enl.mu

ENL LAND LTDDear Shareholder, The Board of Directors is pleased to present the Annual Report of ENL Land Ltd for the year ended 30 June 2017. This report was approved by the Board

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