Professional Documents
Culture Documents
ZW TSL 2022 Ar 00
ZW TSL 2022 Ar 00
On Platforms
Integrated
Annual Report
2022
Integrated Annual Report 2022
Contents
01
3
About Our
Report
Reporting Framework
04
28
Sustainability
Reporting
02
40 Stakeholder Engagement
42 Materiality Issues and Reporting Boundaries
Business
Operations
05
6 Company Overview Financial
7 History of the Group Reporting and
8 Corporate Structure Compliance
9 Core Offerings and Brands
45 Statement of Directors’ Responsibilities
10 Business Scale and Geographical Footprint
46 Report of Directors’
11 Business Awards
47 Independent Auditor’s Report
12 Our Strategy
51 Consolidated Inflation Adjusted Statement of Profit or Loss
13 Our Sustainable Business Model
52 Consolidated Inflation Adjusted Statement of Comprehensive
14 Financial Performance - Inflation Adjusted
Income
15 Chairman's Statement and Review of Operations
53 Consolidated Inflation Adjusted Statement of Financial Position
54 Consolidated Inflation Adjusted Statement of Cash Flows
55 Consolidated Inflation Adjusted Statement of Changes In Equity
03
56 Notes to the Consolidated Inflation Adjusted Financial
Our Leadership
Statements
and Corporate
108 Company Inflation Adjusted Statement of Financial Position
Governance
111 Unaudited Historical Cost Consolidated Financial Statement
18 Board of Directors
20 Corporate Governance
06
23 Executive Management
24 Enterprise Risk Management Shareholder
and Other
Information
113 Shareholder Analysis
115 Notice of the Annual General Meeting
117 Proxy Form
118 Shareholder’s Diary
119 Global Reporting Initiative (GRI) Content Index
1
01 About Our
Report
3 Reporting Framework
2
Integrated Annual Report 2022
Social channels
TSL Limited
3
4
Integrated Annual Report 2022
02
6
Business
Operations
Company Overview
8 Corporate Structure
11 Business Awards
12 Our Strategy
5
Company Overview
Business Profile
TSL Limited is a holding company incorporated and domiciled in Zimbabwe, whose shares are publicly traded on the
Zimbabwe Stock Exchange.
The Company was founded in 1957 and through the energetic pursuit and implementation of a diversification strategy has grown to
become a significant player in the provision of agricultural inputs (fertiliser, chemicals, and packaging), farming, end-to-end logistics
solutions, commodity marketing platforms, and industrial real estate.
6
Integrated Annual Report 2022
7
8
Corporate Structure
Business Pillars
Company Holdings Company Holdings Company Holdings Company Holdings Company Holdings Company Holdings
Tobacco Sales 1 Chemco 100% Chimayo Investments Tobacco Sales Floor 100% 1 Bak Logistics TSL Properties Limited 100%
100% (Private) Limited
100% 99.9%
Administration Services (Private) Limited Limited (Private) Limited
(Private) Limited
Bak Logistics HGP Vostermans 100%
2 Propak Hessian 100% Zimbabwe Mercantile 22.5% 2 (Private) Limited
TSL (Mauritius) Limited (Private) Limited Exchange
(Private Limited) t/a 100%
100% Key Logistics
Southerton Property 80%
3
Bak Logistics (Private) Limited
Tobacco Sales 3 Agricor 100%
100% 67.5% (Private) Limited t/a
Administration Services (Private) Limited Premier Forklifts Tobacco Producers Floor
(Botswana) Limited 100%
Car Rental Services (Private) Limited
4 100%
(Private) Limited -
Avis Budget Group Propak (Private) Limited 100%
Ridwyn (Private) Limited 100%
Tobacco Warehouse 100%
and Export Company
(1946) Limited
Activity
Central treasury and 1 Retailing of agricultural inputs Production of agricultural Auctioning of tobacco 1 Provision of general and specialised Property owning
administration services and hardware. Importation, commodities. warehousing, inland port services, Portfolio management
formulation, manufacture and Tobacco contract sales supply chain solutions distribution Infrastructure development.
supply of crop and livestock floor management. and transport.
protection chemicals.
2 Provision of freight forwarding
Agriculture commodity and customs clearing services.
2 Supply of tobacco hessian exchange platform.
wraps.
3 Provision of forklift and ancillary
services.
Key Clients
9
Business Scale and Geographical Footprint
Zambia
879
People employed
MASHONALAND
CENTRAL
Mhangura Mount
Karoi
Darwin
Mvurwi
Raffingora
Chinhoyi
Gweru MANICALAND
MIDLANDS
Chipinge
BULAWAYO
MASVINGO
Agri-Inputs
Production MATEBELELAND
SOUTH
Market Place
Logistics
Beitbridge
Infrastructure
10
Integrated Annual Report 2022
Business Awards
BAK LOGISTICS
- Award through Zimbabwe CEO Network
- Top brand in transport, freight
and logistics in 2022.
11
Our Strategy
We provide comprehensive solutions for at least 20 of the approximately 24 touch points in the agricultural value chain – from seed to
shelf.
We provide agricultural inputs (fertiliser, chemicals, and packaging), farming, end-to-end logistics solutions, commodity marketing
platforms, and industrial real estate.
When it comes to risk, cost and supply chain management, we are the only integrated inputs, commodity exchange and logistics
solutions provider that can say to the Zimbabwean agricultural industry:
Strategy at a Glance
A. Our Culture
T S L
Transformation Sustainable Leadership
We bring change to agricultural We are a responsible and We drive and influence everyday
markets and value chains, resilient business, that innovation in the agriculture
by providing solutions that provides green solutions that value chain, by creating new
challenge the status quo as they promote durable business opportunities that promote adapt-
are convenient, efficient and ecosystems for today and the ability, productivity and growth of
impactful to our customers. future. Agriculture in Zimbabwe and the
region.
Marketing &
People Technology Culture Sustainability
Branding
We will train, deploy The ‘One TSL’ digital The ‘We Believe’ We will lead the Our brands and value
and acquire critical platform will enable culture instils a industry in providing chains service offering
skills to ensure that our valued customers strong sense of sustainable services will be enhanced for
the strategic ambitions to have access to employee belonging and products across regional markets and
of the business are our comprehensive and confidence. Our the value chains, and for the business to
achieved. value chain service employees believe conduct business in become competitive
offerings, products that they have the a way that preserves at a regional scale.
and related power to make the Economic, Social
information in real things better for the and Governance (ESG)
time. clients and the value ecosystem.
chains we operate in.
12
Integrated Annual Report 2022
Manufactured Capital Financial Capital Human Capital Social &Relationship Capital Intellectual Capital Natural Capital
Our plants, machinery, Operating cashflow, Business leadership, Relationship with the community, Business knowledge, procedures, Natural resources (land,
infrastructure and utilities. shareholders equity and debt our workforce, skills, expertise employees, governments, risk management systems, air, water, energy and
funding. and training of our people. suppliers, customers and key intellectual property, brands, biodiversity).
stakeholders. trademarks, certifications, licenses,
people governance and safety
Input systems.
Capital Expenditure Operating Cashflows People Employed Investment in Healthcare 8 Registered Trademarks Electricity consumed
(Inflation adjusted) (Inflation adjusted)
2022 – 879 people (Inflation adjusted)
2022 – 1,678,865 KWh
5 ISO certifications
2022 – ZWL2.8 billion 2022 – ZWL2.9 billion 2021 – 837 people 2022 – ZWL104 million 2021 – 1,848,599 KWh
2021 – ZWL2.1 billion 2021 – ZWL4.7 billion 2021 – ZWL44 million 5 Licenses
Investment on training people 10 Domains Water Consumed
Net Borrowings (Inflation adjusted) Investment in Socio Economic 2022 – 41,361 m3
(Inflation adjusted) 2022 – ZWL171 million Development (Inflation adjusted) Market leading products
2021 – 15,056 m3
2022 – ZWL2.7 billion 2021 – ZWL47 million 2022 – ZWL1.8 million
2021 – ZWL924 million 2021 – ZWL7 million
• Macroeconomic risk
• Climate risk
Treasury and Market Places • Socio-political risk
Administration - Tobacco. • Operational risk
Services - 46 Agriculture • Regulatory, legal and compliance risk
Commodities. • Currency risk
• Environmental risk
• Technology risk
Providing comprehensive
platform solutions in moving
agriculture across the value chain. Infrastructure End to End Logistics
services - Supply Chain
- Property Owning Management
Focus on shareholder value - Portfolio - International
creation and preservation. Management Freight Services
- Infrastructure - Equipment Handling
Development and Lifting
Acquisition of productive assets. - Car Hire Services
Outcome
Manufactured Capital Financial Capital Human Capital Social & Relationship Capital Intellectual Capital Natural Capital
13
Financial Performance - inflation adjusted
Profit After Tax Total Comprehensive Income Shares in issue at year end
attributable to equity holders of the parent attributable to equity holders of the parent
Financial Position
14
Integrated Annual Report 2022
REVIEW OF THE ECONOMIC ENVIRONMENT hailstorms resulting in the largest hail insurance Property valuations
The operating environment remained complex pay-outs for the tobacco industry in many In the current year, an independent valuation
characterised by significant inflationary years. of the Group’s property portfolio was done
pressure and currency instability. In response to by Dawn Property Consultants based on ZWL
inflationary pressures, several monetary policy National tobacco volumes closed at 212.7 inputs, which became available as at 31 October
interventions were introduced by authorities million kgs marginally above prior year volumes 2022. The property portfolio was valued at
in respect of local currency interest rates and of 211.1 million kgs. The tobacco national ZWL39 billion, which is a significant increase
money supply management. These resulted average price closed at USD3.06/kg, 10% on the more conservative Directors valuation
in receding inflation in the last quarter of the ahead of prior year. The independently grown adopted in prior years in the absence of ZWL
financial year. tobacco crop closed at 6% of the national crop. inputs. The USD value of the Group properties
increased by 9% from last year.
The ongoing conflict in Eastern Europe PERFORMANCE OVERVIEW
negatively affected local business sentiment, Notwithstanding the challenging trading Note to users of financial statements
with supply side disruptions resulting in cost conditions, the Group achieved good volume The Group’s consolidated financial statements
pressures across global and local markets. growth across most business units against the have not been prepared in compliance with
comparative year. Inflation adjusted revenue for the requirements of IAS 21-The Effects of
The out-turn of the 2021/22 rainy season was the year was up 26% on prior year underpinned Changes in Foreign Exchange Rates in prior
erratic with some areas experiencing delayed by strong volume performance. As in prior year, years. Consequently, the current year financial
rains and prolonged dry spells after crops had the Group continued to earn a portion of its statements include residual effects of these
been planted, whilst other areas experienced revenue in foreign currency which is converted prior year misstatements. The Board, therefore,
and reported in ZWL using the official exchange advises users to exercise caution in the
rate. Multiple exchange rates were used by interpretation of these financial statements.
local suppliers to price products and services
resulting in a significant increase in operating AGRICULTURAL OPERATIONS
expenses. Operating profit before fair value
adjustments was subsequently 26% below Tobacco-related services
last year. Finance costs increased by 162% Tobacco Sales Floor handled 23.1 million kgs
on prior year largely attributable to interest of tobacco in the year on the back of a smaller
rate hikes by the Monetary Authorities. crop and a shrinking independent grown crop
Consequently the Group moved to against 24.3 million kgs in prior year, a 5%
extinguish its ZWL denominated facilities decline. The strategy to serve the much larger
to take advantage of more sustainable contracted tobacco market is yielding fruit,
financing. with 62% of the total volumes handled coming
from this segment. The business successfully
The Group continues to prioritise the opened a new floor in Mvurwi and the volumes
preservation of shareholder value. Gearing there from were pleasing. This complements
level remained low with adequate interest the business’ decentralized operations in Karoi
cover after reduction of ZWL loan exposures and Marondera which were opened in 2021.
that had unsustainable high interest rates. TSF continued to hold the largest market share
in the independent auction segment (71%) and
achieved the highest seasonal average price of
USD3.24 (up from USD2.86 recorded last year)
against the national average price of USD3.06.
15
Chairman’s Statement and Review of Operations (cont.)
Agricultural trading Premier Forklift volumes were 4% ahead of Investments in strategic initiatives are ongoing.
Agricura’s volume performance for the year was prior year due to additional business from new The gestation period of strategic investments
mixed. Whilst some product lines performed clients. Forklift sales also significantly increased varies; however, the impact of the investments
better than the previous year on the back of in the year as more clients resumed capital made in the current year is evident. These
product availability and competitive pricing, expenditure. strategic investments are expected to enhance
other product lines were not available due to Group earnings, shareholder returns, the
inordinately long lead times caused by global Vehicle rental Group’s long-term value proposition and
supply chain disruptions. There was slow Avis’ rental days were 71% ahead of prior year strengthen the Group’s balance sheet.
progress in export volumes into Botswana. The as lockdown restrictions eased resulting in
Company is therefore exploring a better route increased international arrivals. The Group concluded the buy out of a minority
to market. During the current year the Company shareholder in Agricor (Private) Limited
successfully registered a sizeable number of Real Estate Operations subsequent to year end. Investments are lined
products in Zambia and exports are expected to Certain properties were deliberately kept up to continue digitalising the business, scale up
commence in the second quarter of the 2023 vacant for redevelopment in the later part of the manufacturing, expand the capacity of different
financial year. financial year in line with the Group’s strategic business units and improve efficiencies to
initiative to create fit-for-purpose, modern deliver a superior offering to the market place.
Farming Operations infrastructure that facilitates the movement
In the farming operations, yields were up on of agriculture. Consequently, the level of voids DIVIDEND
prior year on wheat and commercial maize. remains satisfactory. Additional warehousing At their meeting held on 30 January 2023,
The improved water and weather conditions space is currently under construction in the Directors declared a final dividend of
resulted in banana plantation production response to existing demand and is expected USD0.0012 per share. This dividend is in respect
growing by 27%. Tobacco yields were 14% to be added to the property portfolio in the of the financial year ending 31 October 2022
lower than prior year due to a hail strike, coming financial year. and will be payable in full to all shareholders of
however improved tobacco quality resulted in the Company registered at close of business on
very pleasing prices being achieved. Commodities Exchange 14 April 2023.
ZMX brings an orderly, digitalized marketplace
LOGISTICS OPERATIONS platform for trading and funding of agricultural The payment of this dividend will take place
commodities. Operations of this entity are still on or about 20 April 2023. The shares of the
End to end logistics services in their infancy and efforts continued to be Company will be traded cum-dividend on the
The introduction of a reliable rail service directed to scale up volumes. The entity was stock exchange up to the market day of 11 April
between Harare and Maputo since August 2021 licenced to trade 49 commodities including grains, 2023 and ex dividend as from 12 April 2023.
by Bak Logistics in partnership with DP World cereals, pulses, horticulture and livestocks.
and Unitrans increased volumes in the Ports For and on behalf of the Board
division by 117%. This is expected to grow Sustainability
as the business commenced a rail service for The Group is committed to ensuring
exporters during the last quarter of the financial sustainability of the business and is guided by
year. The business unit started handling sulphur Global Reporting Initiative protocol and ISO
coming through rail into Zimbabwe for export 26000 for Social Responsibility. The Group
into Zambia via road. aims to create sustainable economic value by
pursuing a long-term approach to environmental Anthony Mandiwanza
General cargo volumes were significantly ahead stewardship, social responsibility, and corporate (Chairman)
of prior year due to improved fertilizer volumes. governance. 30 March 2023
Green tobacco handling volumes increased by
32% due to the new floor opened in Mvurwi OUTLOOK
coupled with the provision of handling services The Group continues to pursue its “moving
to new tobacco clients. The FMCG business agriculture” strategy in a difficult operating
continued to be affected by global supply chain environment and to invest accordingly to create
challenges and hence, volumes were depressed. and preserve shareholder value. The Group
Transport division volumes were 9% ahead continues to explore strategic partnerships both
of prior year due to increase in volumes for locally and regionally to enhance its market
tobacco bales transportation from decentralised presence.
tobacco floors.
16
Integrated Annual Report 2022
03
Our Leadership
and Corporate
Governance
18 Board of Directors
20 Corporate Governance
23 Executive Management
17
Board of Directors
01 02 03 04 05
06 07 08 09 10
11 12 13
18
Integrated Annual Report 2022
20
Integrated Annual Report 2022
Remuneration Committee
The Remuneration Committee comprises of four Non-Executive
Directors. The Committee meets regularly to determine the
remuneration paid to executives within the Group.
21
Corporate Governance (cont.)
Rotated Committee:
No. of Number of No. of Number of
Meetings meetings eligible to Meetings meetings eligible to
Director Attended attend Director Attended attend
Anthony Mandi- H Rudland
wanza (Chairman) 1 1
(Chairman) 1 1
P Shah 1 1
B Ndebele 1 1
E Muvingi 1 1
M Nzwere 1 1
Directors Remuneration
B Matsaira 1 1
The framework for determining the policy for directors’
remuneration is approved by the Board. The aim is to ensure that
Investment Committee
the Group is geared to compete at the highest levels by attracting
The Investment Committee is made up of four Non-Executive
and retaining high-calibre individuals who contribute fully to the
Directors. The Committee’s main mandate is to review and
success of the business. Directors’ fees are reviewed periodically
provide guidance on investment strategies. It sets, approves, and
in line with market practices, and a budget for the fees is approved
monitors the overall capital expenditure within the Group, as well
annually at the Company’s AGM. As of 31 October 2022 there
as approves any potential business acquisition or disposal. The
were no loans from the Group to any Director.
Committee meets as and when there are investment proposals
requiring board attention.
The Directors’ Remuneration and Emoluments Report is available
for inspection at TSL Limited Head Office at 28 Simon Mazorodze
Attendance at meetings for the year ended 31 October 2022:
Road, Southerton, Harare.
No. of Number of
Meetings meetings eligible to
Director Attended attend 23% 77%
Female - 3 Male - 10
W Matsaira
(Chairman) 1 1
H Rudland 1 1
P Shah 1 1 Board
E Muvingi 1 1 Diversity
Gender
Rotated Committee:
No. of Number of
Meetings meetings eligible to
Director Attended attend
H Rudland
(Chairman) 2 2
W Matsaira 2 2
P Shah 2 2
8% 77%
Indian - 1 Black - 10
E Muvingi 2 2
Special Committee
An adhoc Board Committee was instituted in the year to deal
with the Group’s investment in one of its agricultural concerns.
The Committee is chaired by a non-executive board member. One
meeting was held during the year.
22
Integrated Annual Report 2022
Executive Management
GROUP AGRICULTURE
23
Enterprise Risk Management
Effective risk management supports the delivery of our strategic emerging risks and review of the effectiveness of the Group’s
objectives and the sustainable growth of our business at TSL risk management and internal control systems is performed on
Limited. We regularly face business uncertainties, and it is through a quarterly basis. The Group’s risk management governance
a structured approach to risk management that we are able to framework has been designed using the three lines of defense
pro-actively respond to, mitigate and manage risks and embrace (3LOD) model which has been implemented to ensure there is clear
opportunities as they arise. Despite ongoing challenges, such as ownership and delegation of responsibility for the management
the adverse local economic conditions and global supply chain and oversight of risk. An Enterprise Risk Management (ERM)
disruptions, our performance continues to highlight the resilience program that covers all business areas, divisions and functions
of our people, our business models, and our proven track record of within the Group is being implemented.
delivery through uncertainty.
TSL Risk Profile
At TSL Limited, the Board is ultimately responsible for the While there has been no significant change in the principal
management of risk as well as setting the Group Risk Appetite risks, it is sufficing to note that the Group operates in a dynamic
Statement. On an annual basis, the Board agrees the principal and environment where risks continue to evolve and as such, the need
emerging risks facing the Group and a robust risk management to continuously develop mitigation measures to address them.
governance framework is in place which enables the Group to Global supply chain disruptions coupled with macro-economic
effectively prioritize and manage risk within our risk appetite challenges have continued to exacerbate the uncertainty within
levels. As part of this process, internal and external scanning of the operating environment.
RISK TREND:
Risk Description Key Factors at play Expected Impact How we Manage the risk
EXTERNAL RISKS: The possibility Economic factors: The economy Failure to adapt to the volatility, 1. Growing the export
that; economic factors, natural remains under significant pressure uncertainty, complexity, and market to enhance
factors, and political factors will from local currency depreciation ambiguity associated with foreign currency
have an adverse impact on the leading to high inflation. external risks may have a generation.
business objectives or operations Socio-Political factors – With the significant impact on the 2. Reviewing and testing of
by reducing the value of assets, drive towards the 2023 election continuity, growth, and business resilience and
impacting future cash flows, gaining momentum, there is a profitability of the Group’s continuity plans.
earnings or profits. possibility of social unrests and operations. 3. Regular review of
disruptions. pricing levels in order
Global supply chain risk - The to defend operating
Group’s global supply chain network margins while remaining
and operations are potentially competitive.
exposed to adverse international 4. Sourcing model includes
events such as; global political dual supply for critical
conflicts, trade restrictions and raw materials.
carbon emission concerns. 5. Ongoing investment in
Competition - While competition manufacturing facilities
in the market is intense especially to increase capacity and
from new entrants, the major enhance reliability and
Business Units within the Group continuity of supply.
maintained market share. 6. The Group continues to
seek opportunities to
offer more customer-
led solutions, through
refining the customer
value propositions
using information from
market and customer
engagements.
24
Integrated Annual Report 2022
RISK TREND:
Risk description Key factors at play Expected impact How we manage the risk
REGULATORY, LEGAL & The Group operates in a highly Deliberate non-compliance 1. Vigilant monitoring
COMPLIANCE RISK: Failure dynamic and changing regulatory of the Group to the various of regulatory
to comply with various legal, environment. Such an environment regulatory and legal expectations developments across all
statutory and regulatory issues has been largely characterised by may result in the Group incurring Group entities.
as well as the changes thereof spontaneous regulatory changes, significant penalties and fines. 2. Conducting impact
which in turn may result in the in particular to monetary and fiscal Implementation of adequate assessments on
organization being subjected to policy amendments. Despite it internal compliance risk processes, procedures
hefty fines, penalties, litigation, being very challenging to operate management controls translates and Business Plans.
as well as the revocation of in such an environment, the Group to increased compliance costs 3. Training and
trading licenses. has continued to maintain its zero including the requirement for awareness on new
tolerance for deliberate regulatory additional human resources. legal and regulatory
non-compliance. There were no regulatory developments.
penalties, sanctions or fines 4. Undertaking impact
for transgressing statutory assessments from
obligations and regulatory legal and regulatory
requirements during the year developments.
under review.
RISK TREND
Risk description Key factors at play Expected impact How we manage the risk
CONCENTRATION RISK: This The TSL Group’s operations are Failure to effectively diversify 1. TSL Limited clusters
refers to the possibility of losses highly pivoted on the farming and the Group’s market, products, have been actively
resulting from significant reliance service provisioning for Tobacco and supplier lines exposes the diversifying towards
on a single variable, be it a; related activities or products. In group to significant unsystematic other markets that
product, market, industry, or addition, primary raw materials risk levels which in turn could have a low to negative
supplier. and operating equipment are adversely affect the Group’s correlation with the
also sourced from a few selected operations and financial tobacco industry.
suppliers. performance. 2. Developing additional
products effectively
diversifying the product
portfolio.
3. The procurement
team continuously
undertakes research to
find alternative suppliers
of raw materials and
machinery.
RISK TREND:
Risk description Key factors at play Expectedimpact How we manage the risk
CLIMATE CHANGE RISK: It There has been various legal and Physical and transition climate 1. Ambitious targets
refers to the potential negative regulatory developments locally risks including extreme weather are in place with
impacts of climate change on and globally in line with the events, water stress and regard to reducing the
the TSL Group. It includes the WHO Framework Convention on increased regulation, or an carbon footprint of
potential for adverse effects Tobacco Control (WHO FCTC). inability to deliver on our climate our operations. These
on lives, livelihoods, health Scrutiny on private-companies CO2 and environmental objectives, include biologicals,
status, economic, social and emissions is expected to increase. may have a negative impact organic products and
cultural assets, services, and There has been increasing drive to on the Group’s revenue and green chemistry.
infrastructure due to climate introduce ESG ratings which calls profitability, may negatively 2. Continuous
change. for organisations to embed ESG impact our ability to raise embedding of climate
practices in operations. finance and may damage the considerations into
reputation of the Group. overall strategic
planning and investment
appraisal processes.
3. Participation in
afforestation activities
and encouraging
sustainable processing
of tobacco.
25
Enterprise Risk Management (cont.)
RISK TREND:
Risk Description Key Factors at play Expected Impact How we Manage the risk
PEOPLE RISK: - Risks relating The ability to attract, develop, A failure to effectively manage 1. The Group’s
to the business workforce engage and retain a diverse, talent, plan for leadership employment policies
resourcing, utilisation and their talented and capable workforce succession and adapt to an and procedures underpin
productivity, skills, competencies is critical if the Group is to evolving workplace environment its people strategy
and behaviors to manage and continue to compete and grow may impede the realisation of and ensure robust and
operate the business, including effectively. A number of external the Group’s strategic objectives. objective processes
engaging with customers. factors, including the COVID-19 There is increased competition are in place for talent
pandemic, high inflation, and the for skills from other players attraction, selection,
continuously rising cost of living, especially new start-ups. During development and
have significantly impacted on the the year under review, the progression, supported
wellbeing of employees. Group’s staff turnover rate, by global HR systems.
however, remained within risk 2. The Group’s reward
limits. programmes continue to
be benchmarked to the
market trends.
3. Group’s approach to
talent management and
succession planning is
regularly reviewed by
the Group Executive.
4. Various initiatives have
been put in place to
improve employee
wellness.
Risk Trend Key Risk has decreased Risk is unchanged Risk has increased
EMERGING RISKS
Emerging risks that are currently being monitored include Geo-political conflicts, Cybercrime, Energy (Power) crises, Social unrest and
.Public disruptions
26
Integrated Annual Report 2022
04
28
29
Sustainability
Reporting
TSL Sustainability Strategy
Sustainability Performance
40 Stakeholder Engagement
27
TSL Sustainability Strategy
Company Certification
TSF ISO 9001:2015 (new)
Premier Forklifts ISO 9001:2015 & ISO 14001:2015
Agricura ISO 9001:2015 & ISO 14001:2015
Propak ISO 9001:2015
Bak Logistics ISO 9001:2015 & ISO 14001:2015
Key ideologies
• To offer win- win solution to clients and all stakeholders both internally and externally.
• Taking accountability of all our activities to promote ownership of processes that contribute to profit, people and planet.
• Zero tolerance to harm towards people and the physical environment to ensure continuity and duty of care.
• To consider the sustainable development goals that are linked to our activities and processes and actively monitoring progress and
performance.
• Compliance to all legal and other legal requirements in which our businesses operate within.
• Commitment and continual engagement of all our key stakeholders.
• Community engagements and development in the spaces we operate.
• Continual improvement of all our systems that contribute to the satisfaction of all our stakeholders.
28
Integrated Annual Report 2022
Sustainability Perfomance
Apart from the formal sustainability training, the Safety, Health, Environment and Quality (SHEQ) department also included
sustainability in all their scheduled trainings for the year.
Water* 20,680 m3 15,057 m3 Water consumption can also greatly improve by implementing waste
- water treatment and re-use.
Emissions 1,297,121 kgs CO2 1,959,268 kg CO2
To maintain and improve standard, maintenance schedules need to
be strictly followed so that equipment is in good working condition.
Spillage Incidents 1 - Truck transporting agri chemicals to Chiredzi was involved in an
accident resulting in spillage of chemicals. Clean up was done with
assistance of an expert consultant and in full compliance with
regulatory requirements.
General Waste 122 tons 132 tons
Amount of waste disposed at landfill can be reduced through
Disposed effective waste segregation and increasing recycling targets.
Waste Recycled 1,500 kg 1,643 kg (9%) Paper and plastic made up the majority of the recycled material.
More waste can be recycled through development of a more
coordinated recycling program.
Hazardous Waste 85,000 litres 120,000 litres (29%) Effluent under permit.
Disposed 24,000 litres 31,200 litres (23%) Used oil disposed for reuse.
1.8 tons tonnes 2.9 tons (38%) Oil filters under permit.
Environmental 2 2 - Agricura and Bak Logistics - ISO 14001:2015. Surveillance audits
Certifications conducted during the year and certifications were renewed and
maintained.
Environmental - - - Compliance evaluation done to ensure adherence to legal and other
Fines and requirements.
Litigation
PEOPLE
29
Sustainability Performance (cont.)
General Disclosures Benefits which are standard for full time employees but not
provided for temporary or part-time employees all of which are
Scale of organisation based in Zimbabwe
a. Total Headcount was 879 as at the end of 31 October 2022.
b. 531 employees being Fixed Term Employees (FTE). Z Provident pension
Z Life insurance
Information on employee and other workers Z Subsidized health insurance
a. Total number of employees by employment contract Z Funeral insurance
(permanent and temporary) by gender.
Parental Leave
a. 61 female employees were entitled to parental leave which is
Employment Type Male Female Total known as maternity leave in the Group.
Permanent 287 61 348 b. 7 (11.5%) of female employees entitled to parental leave,
took maternity leave in the financial year.
Fixed Term 491 40 531
Labour/Management Relations
2022 Total 778 101 879
2021 Total 745 92 837 Minimum notice periods regarding operational changes
a. The Group employees were given on average 6 to 8 weeks
notice for operational changes. The notice periods were
b. Majority of the work is conducted by individuals directly
adequate for the business to engage with affected employees
engaged as employees for the Group with 11.5% being
and implement all the necessary changes required thereof.
female.
Training and Education
Employment
Average hours of training per fixed term employees
New employee hires and employee turnover
a. Total number of employee hires by age group and gender. Average Training Hours
Employment Level Male Female
Hire
Executive - 37
Age Group Male Female
Senior Management 11.68 4.32
Under 30 11 5
Middle Management 29.32 9.26
30 - 50 15 3
Supervisory & Officer 14.92 8.39
Over 50 - -
General Staff 21.08 1.35
2022 Total 26 8
2022 Average 21.06 15.42
2021 Total 33 17
2021 Average 17.42 19.02
Turnover
30 - 50 16 9
Over 50 4 1
2022 Total 30 15
2021 Total 21 9
30
Integrated Annual Report 2022
Type and scope of programs implemented and assistance to upgrade employee skills
Intervention program Scope 2022 2021
Executive development programme Leadership skills development. 3 2
General management programme Leadership skills development. 7 2
Management development programme Build capacity for management & future leaders’ preparation. 3 21
Business management trainees Entry level management skills to build management succession pipeline. 16 17
Digital skills development programme ICT skills to support Group digital transformation strategy. 4 4
Agronomy development programme Agronomy technical competencies. 8 7
Crop life certification Certification on Agronomy best practices. 2 3
Training outside professional practice Build capacity for group finance and build succession pipeline with competent 8 7
Chartered Accountants.
Apprentices Build technical forklift technician skills set. 7 8
Student interns Contribute to community by providing on the job training for 3 year tertiary
rd
17 14
institution students.
Total 75 85
There are Graduate Trainees that are currently undergoing Crop Life Certification training and will complete in the next financial year.
31
Sustainability Performance (cont.)
Percentage of employees who received regular performance and career development reviews
Gender Age Group (Years)
32
Integrated Annual Report 2022
NON-DISCRIMINATION The same risk is also perceived to be low as all our suppliers
are legally registered and are required to be compliant with
Incidents of discrimination and corrective actions taken the prevailing labour laws. We have not in the past noticed any
The Group did not report any incidents of discrimination via its breaches of child labour engagement being reported in the past via
formal and informal discrimination handling structures. formal institutions established to handle such incidents.
Operations and suppliers in which the right to freedom of Operations and suppliers at significant risk for incidents of
association and collective bargaining may be at risk forced or compulsory labour
The Group encourages and promotes the right to freedom of Our Group Operations have zero tolerance to forced or compulsory
association and participates in collective bargaining for applicable labour for both moral and statutory compliance reasons. The
sectors in its operations for both moral and compliance reasons incident of risk in that area is near non-existent as all engagements
with national and international laws. As such the risk of having are supervised by human resources to ensure that all engagements
employees denied this right is very minimal or non-existent. are voluntary and not forced in compliance with national and
international labour laws and conventions as amendment from
The same risk is also perceived to be low as all our suppliers are time to time.
legally registered entities who are expected to comply with the
applicable provisions of the national and international labour laws. The same risk has also perceived to be low as all our suppliers
are legally registered and are required to be compliant with
CHILD LABOUR the prevailing labour laws. We have not in the past noticed any
breaches of forced or compulsory labour being reported in the
Operations and suppliers at significant risk for incidents of child past via formal institutions established to handle such incidents.
labour
The Group has zero tolerance to child labour engagement for both
moral and statutory compliance reasons. The incident of risk in
that area is near non-existent as all engagements are supervised
by human resources to ensure compliance with national and
international labour laws and conventions as amendment from
time to time.
33
2022 Sustainability Initiatives
34
Integrated Annual Report 2022
In providing the new curing system, TSL Limited and its valuable
partners have made a significant and bold move to play a part in
combating the massive forestry depletion from tobacco farming
e. Introducing Lithium-Ion Electric Forklifts For TSL Limited Logistics
in Zimbabwe. About 260,00 hectares of forest are estimated to be
Division
depleted on an annual basis in Zimbabwe, and tobacco farming
The logistics sector of TSL continues to play its role in reducing
contributes about 15-20% of that depletion.
the global carbon footprint and ensuring the sustainability of
operations in the Zimbabwean environment.
35
2022 Sustainability Initiatives (cont.)
Intensifying waste
segregation to
promote waste reuse
and recycling
The
proposed
approach
36
Integrated Annual Report 2022
37
2022 Sustainability Initiatives (cont.)
Wellness Initiatives for employees f Tobacco Sales Floor and Bak Logistics Comments
During the year, MedPoint Radiology have reserved rooms for such in Mental health issues have become
conducted screening for female and support of female employees in this topical worldwide. In 2023, the business
male employees within the organisation. regard. will focus on mental health awareness
f From a social perspective, support and promotion. This will include training
f Screening for blood pressure and was given by the company to the of mental health champions and various
blood sugar was conducted. business units’ soccer teams that activities during the year.
f In light of the latest developments competed in league competitions
from the breast-feeding week, during the course of the year.
business units were tasked to
provide breastfeeding mothers’ relief
facilities.
Talent Development
The TSL Academy continued to offer training to employees and also introduced the virtual learning
platform. Through this platform, employees can equip themselves with knowledge and skills for
their betterment. The business sent out a total of 16 executive and line managers to local and
international leadership programs to ensure human capital development and business continuity.
38
Integrated Annual Report 2022
Comments
In the coming year, the business will put more effort in
developing sound waste management practices across
the SBUs. TSL Properties and the SHEQ department have
already documented action plans towards this initiative
as we seek to reduce amount of waste that is sent to
landfills and to increase waste that is recycled.
Effluent accumulates in sumps and pollution through spillage of the effluent and the
is transported to the City Council subsequent disposal.
designated landfill (Goldern Quarry) by
a licensed transporter. The is a contract There are also boreholes that are drilled in the
between the companies that generate premises which serve as water sampling points to
effluent and registered transporters check if there is any ground water contamination.
stipulating requirements of both parties,
including prevention of environmental
Gender Inclusion
f Recruitment of female electricians and engineers in the workshops and maintenance
department, as well as elevating females into supervisory and team leading roles.
f One of the female trainee technicians at Premier forklifts managed to get certification
as a trained industrial fire fighter.
39
Stakeholder Engagement
EXTERNAL
Suppliers
Investors Government
Local
Regulators Communities
INTERNAL
Customers Neighbours
Employees Management
Our Stakeholders
Effective engagement with stakeholders enables the TSL Limited business to meet its strategic purpose and business objectives, by
seeking to understand their expectations and ensuring their interests and concerns are considered in the Board’s operational and
strategic decision-making. Our stakeholder engagement strategy is embedded in our risk and, overall, corporate affairs management.
The Company and its subsidiary businesses critically value, and intentionally engage in, open and regular dialogue with its stakeholders
such as customers, employees, communities, regulators, and investors. Stakeholder engagement is an integral part of our social and
relational capital which supports the business’ sustainability model.
Management Approach
Stakeholder engagement is a responsibility that is placed upon the management and employees of the Group while doing business. The
TSL Board has the ultimate responsibility for engagement and management through its committees. Evaluation of material issues raised
in stakeholder engagement is ongoing and done at the subsidiary business level, executive committee level, and Group corporate level.
Material issues are eventually consolidated at Group corporate level as part of the enterprise risk management process, to map out
stakeholder response strategy.
Our certification to ISO standards and other best practices compels us to continually engage our stakeholders to keep abreast with
their needs and expectations. Through these engagements the company is able to manage risks and develop new opportunities thereby
ensuring business continuity.
40
Integrated Annual Report 2022
Stakeholder Interactions
The table shows the different levels and platforms in which we engage with our stakeholders to get insight on their needs and expectations.
Material issues raised or
Stakeholder stakeholder concerns Mitigation Measures Communications Channel
Shareholders • Value Preservation • Maintained profitability and acceptable returns in the operating • Integrated annual report
• Value Creation year. • Annual General Meeting
• Cashflow generation • Meet working capital requirements. • Regular Investor engagement
• Regulatory compliance • Acquisition of productive assets. • Investor briefings.
• Generated portion of revenue in forex.
• Full compliance with regulations.
Customers • Quality and safe products • Introduced green products and services in the market. • Monthly Reports
• Competitive and affordable • Attractive pricing on locally manufactured products. • Regular meetings with key account
pricing and products. • Continuous product and solution development while leveraging on contacts and key customers
• Innovative product options. technology. • Sales team interactions
• Product shortages on the • Contracted wide pool of suppliers to supplement product • Customer surveys
market. shortages in the market. • Field visits
• Emails
• Face to face meetings
Employees • Engagement and inclusion • Regular communication on company performance and strategy. • Staff-Management Meetings
• Welfare, allowances, transport • Training and staff retention. • Performance Reviews.
challenges and high cost of • Women and young manager focused trainings and seminars. • Internal communications through
living. • Company pension fund and NSSA pension support scheme. workers council.
• Professional education and • Provision of staff meals. • Engagement Surveys with CEO and
continued staff development. • Salary increments in line with inflation and worker council rates. line managers.
• Safety, health, and hygiene • Performance based incentive schemes. • Training Sessions
• Retirement and death benefits. • Provision of transport during lockdown periods. • Newsletters
• COVID-19 risk mitigation • Training and communication on COVID-19 Government and WHO • Emails
guidelines. • Noticeboards
• Regular covid tests and implementation of casualty monitoring
system.
• Company assisted vaccination programs.
• Enforcement of safety and health regulations in the workplace.
Local • Protection of environment and • Corporate social responsibility programmes and donations to • Regular interaction with local
Communities effective management of water. vulnerable societies and local authority hospitals. authorities
• Visible corporate social • Compliance with legislation. • Corporate social responsibility
responsibility activities. • Continued engagement, community visits, and process • Above the line and below the line
• Waste management. improvements. advertising
• Community training and • Recreational activities such as tree planting. • Field visits.
Development.
• Creating a positive impact on
stakeholders.
Suppliers • COVID-19 and global supply • Contracted wide pool of suppliers to supplement resultant product • Supplier visits.
chain disruptions shortages in the market. • Telephone calls and emails.
• Taxation compliance • Supplier screening. • Supplier meetings.
• Conforming Product supply • Supplier contracts and service level agreements. • Company profiles.
• Arrangements on prepayments. • Remittance advice.
• Assessment of withholding tax certificates. • Purchase orders.
Government & • Regulatory compliance. • Full compliance with regulations. • Television, radio, social media
Regulators • Price control and monitoring. • Up to date licensing and certification of business operations. broadcasts, press releases, and
• Import/export permits. • Engagement of financial institutions and RBZ on forex allocation. newspapers.
• Foreign currency funding. • Filed tax returns accordingly. • Legislation and policy documents.
• Import substitution. • Integrated annual report
• COVID-19 response. • Annual General Meeting
• Timely returns and filing • Meetings and engagements with
payments. responsible ministries and parastatal
heads.
• Statutory tax returns.
• Face to face meetings.
• Internal audit reviews.
Industry and • Safety, health and the • Continuous engagement with financial institutions and relevant • Meetings.
Business Partners environment. industry players. • Acceptance of inspection by NSSA
• Fair pricing. • Maintained membership to various associations. officers.
• Labour collective bargaining • Participation at industry organised seminars. • Industry Association.
issues. • Meetings.
• Price control and monitoring. • Engagement with all line government
• Fair competition and pricing. ministries.
41
Materiality Issues and Reporting Boundaries
Material topics were derived from critical issues raised by both internal and external stakeholders of the business. Senior Management
then ranked the importance of these issues in line with performance indicators contained in the GRI Standards for reporting. These
Environmental Social and Governance (ESG) issues developed are relevant to the operating environment of TSL Limited. The materiality
matrix shown below summarises the identified key ESG issues and ranks their importance and impact to the TSL business.
Regulatory Compliance
42
Integrated Annual Report 2022
Reporting Boundaries
The Sustainability report is part of the TSL Integrated Annual
Report which is published annually. It includes both financial and
non-financial performance. The report focuses mainly on internal
and external issues that are key to the TSL business operations.
Reporting period
The reporting period covered by the report is the Group’s financial
year which spans from 1 November 2021 to 31 October 2022.
43
05
Financial
Reporting and
Compliance
45 Statement of Directors’ Responsibilities
46 Report of Directors
44
Integrated Annual Report 2022
The Directors of TSL are responsible for the maintenance of adequate accounting records ,the preparation, integrity and fair presentation
of the Group’s inflation adjusted consolidated financial statements and other information included in this audited annual report.
The principal accounting policies of the Group are consistent with those applied in the previous year and conform to International
Financial Reporting Standards (IFRS). Suitable accounting policies have been used and consistently applied, reasonable and prudent
judgements, estimates have been made with the exception of IAS21 - ‘The effects of changes in Foreign Exchange Rates’ as described
under Note 2.3.
To fulfil their responsibilities, the Directors ensure that the Group maintains systems of internal control which are designed to provide
reasonable assurance that the records accurately reflect the transactions of the Group to provide protection against serious misuse or
loss of Group assets.
The external auditors are responsible for independently auditing and reporting on these financial statements in accordance with
International Standards on Auditing.
Regular meetings are held between management and internal and external auditors to review matters relating to internal financial
controls, auditing and financial reporting. Our auditors also meet periodically with the Audit Committee of the Board of Directors to
discuss these matters. The auditors have unrestricted access to the Audit Committee.
The financial statements were prepared in terms of IAS 29 Financial Reporting in Hyper-inflationary Economies as described in Note 2.1.
The financial statements include the Historical Statement of Profit or Loss, Statement of Other Comprehensive Income and Statement of
Financial Position, on Note 36. These have been included for information purposes only.
The reporting period was characterised by multiple exchange rates and therefore the Board advises users to exercise caution in the
interpretation of the financial statements.
The financial statements for the year ended 31 October 2022, which appear on pages 51-110 have been approved by the Board of
Directors on 30 March 2023 and are signed on its behalf by:
45
Report of Directors
The Directors have pleasure in presenting their report together with the audited financial statements for the year ended 31 October 2022.
SHARE CAPITAL
The number of share issues changed from 357,102,445 ordinary shares to 359,619,162 ordinary shares.
RESERVES
The movement in the Group’s reserves is shown in the Statement of Changes in Equity.
DIVIDENDS
The Directors have decided to declare a final dividend of USD0.0012 per share and an interim dividend of ZWL134 cents per share (historic) was
paid in June 2022 (2021: ZWL0.45).
DIRECTORATE
Members will be asked to ratify the remuneration of the Directors for the past year at ZWL65,570,657 (2021: ZWL25,908,569) which had been
budgeted at ZWL37,338,466. Members will be asked to fix the budget for the remuneration of Directors for the ensuing year amounting to
ZWL142,673,198.
The Directors have assessed the ability of the Group to continue operating as a going concern, including the impact of COVID-19 and believe that
the preparation of these financial statements on a going concern basis is still appropriate.
These inflation adjusted financial results are presented in Zimbabwe dollars (ZWL) which is the Group’s functional and presentation currency.
Patience Shiri
Group Chief Finance Officer
28 Simon Mazorodze Road,
Southerton,
Harare
30 March 2023
46
4
Independent auditor’s report
In our opinion, because of the significance of the matters discussed in the Basis for adverse opinion section of our report, the
consolidated financial statements do not present fairly the consolidated financial position of TSL Limited (the “Company”) and
its subsidiaries (together “the Group”) as at 31 October 2022, and its consolidated financial performance and its consolidated
cash flows for the year then ended in accordance with International Financial Reporting Standards (“IFRS”) and in the manner
required by the Zimbabwe Companies and Other Business Entities Act (Chapter 24:31).
An adverse opinion was issued on the consolidated financial statements as at 31 October 2021, and for the year then ended,
due to the use of foreign currency exchange rates that were not considered to be appropriate spot rates for translation of
foreign denominated transactions and balances, as well as in relation to the translation of the foreign denominated financial
information of foreign subsidiaries that have been consolidated, as required by International Accounting Standard (“IAS”) 21,
‘The Effects of Changes in Foreign Exchange Rates’ ("IAS 21"), the effects of the Group’s change in its functional currency on
22 February 2019 which is not in compliance with IAS 21 which would have required a functional currency change on 1 October
2018, the inappropriate application of IAS 8, ‘Accounting Policies, Changes in Accounting Estimates and Errors’ (“IAS 8”), and
its consequential effects on the hyperinflationary adjustments made in terms of IAS 29, ‘Financial Reporting in Hyperinflationary
Economies’ (“IAS 29”). The opinion was further modified due to the impact of using United States of America dollar (“US$”)
valuation inputs rather than local currency valuation inputs, and then translating the value so derived to Zimbabwean dollar
(“ZWL”) using the interbank foreign exchange rate as per the Foreign Exchange Auction Trading System of the Reserve Bank
of Zimbabwe at the reporting date, when valuing investment property and freehold land and buildings. Notwithstanding the fact
that the spot rate applied as at 31 October 2021 was considered to meet the spot rate definition as per IAS 21, the application
of a conversion rate to US$ valuation inputs and a US$ based valuation to calculate ZWL investment properties and freehold
land and buildings values is not an accurate reflection of market dynamics as the risks associated with currency trading do not
reflect the risks associated with property trading.
Our opinion on the consolidated financial statements as at 31 October 2022, and for the year then ended, is modified because
of the possible effects that these matters have on the current year consolidated financial statements and the comparability of
the current year’s figures to that of the comparative period. These possible effects are outlined below.
The misstatements described in the paragraph above with respect to the application of IAS 21 affect the historical amounts
which are used in the calculation of the inflation adjusted amounts. Had the Group changed its functional currency in
accordance with the requirements of IAS 21 and amounts retrospectively restated in accordance with the requirements of IAS
8, and then inflation adjusted in accordance with IAS 29 as at 31 October 2022, non-monetary assets that are stated at
historical cost non-monetary liabilities and retained earnings in the consolidated statement of financial position as at 31 October
2022, and the related movements within the consolidated statement of profit or loss and the consolidated statement of
comprehensive income for the year then ended, would have been materially restated. It was not practicable to quantify the
financial effects of this matter on the consolidated financial statements for the year ended 31 October 2022.
The opening investment property, freehold land and buildings and equity balances as at 1 November 2021 recognised in the
consolidated statement of financial position, the related fair value movements and depreciation recognised in the consolidated
statement of comprehensive income and the related revaluation movement recognised in the consolidated statement of profit or
loss for the year ended 31 October 2022 are misstated as a result of the misstatement described above with respect to the
valuation of investment property and freehold land and buildings in the prior year.
It was not practicable to quantify the financial impact of this misstatement on the consolidated financial position and financial
performance as at 31 October 2022, and for the year then ended. This has also had an impact on the comparability of the
current year’s figures to that of the comparative period.
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 consolidated financial statements section of
our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our adverse opinion.
PricewaterhouseCoopers, Building No. 4, Arundel Office Park, Norfolk Road, Mount Pleasant
P O Box 453, Harare, Zimbabwe
T: +263 (242) 338362-8, F: +263 (242) 338395, www.pwc.com
Clive K Mukondiwa – Senior Partner
The Partnership's principal place of business is at Arundel Office Park, Norfolk Road, Mount Pleasant, Harare, Zimbabwe where a list of the Partners' names is available
for inspection. 47
48
49
50
Integrated Annual Report 2022
2022 2021
Notes ZWL ZWL
Attributable to:
Equity holders of the parent 14,724,149,719 2,295,896,345
Non-controlling interests (573,688,476) (14,402,961)
14,150,461,243 2,281,493,384
* During the current year, the Group corrected the presentation format of its statement of profit or loss to be presented “by function” as
opposed to being a mix between by function and by nature as done previously, in accordance with the requirements of IFRS. Refer to Note
35.2.
** Cost of sales have been corrected to include the cost of sales expense transferred from Biological assets at the point of sale to be recognised
at fair value of the cost of sales incurred up to that point, as opposed to the accumulated cost as previously applied. This correction also
resulted in the fair value adjustment for the year on biological assets to be updated with an equal but opposite amount. Refer to Note 35.1.
*** Rental income was previously incorrectly included as part of revenue from contracts with customers. This has now been corrected and
shown separately on the statement of profit or loss. Refer to Note 35.3 and 5.1
51
Consolidated inflation adjusted Statement of Comprehensive Income
for the year ended 31 October 2022
2022 2021
Notes ZWL ZWL
Other comprehensive income that will not be reclassified to profit/(loss) (341,855,870) 54,865,722
in subsequent periods:
Total other comprehensive income for the year, net of tax 4,806,311,298 868,928,668
Total comprehensive income for the year, net of tax 18,956,772,541 3,150,422,052
Attributable to:
Equity holders of the parent 19,196,352,273 3,023,710,167
Non-controlling interests (239,579,732) 126,711,885
18,956,772,541 3,150,422,052
52
Integrated Annual Report 2022
2022 2021
Notes ZWL ZWL
ASSETS
Non-current assets
Property, plant and equipment 12 20,731,102,320 12,121,955,451
Investment properties 13 21,296,279,097 11,971,873,108
Right of use assets 16 841,301,822 833,876,122
Intangible assets 15 193,461,886 211,624,529
43,062,145,125 25,139,329,210
Current assets
Biological assets 14 440,761,743 206,821,105
Inventories 18 2,572,419,714 2,970,911,396
Trade and other receivables 19 7,578,663,059 2,895,638,246
Inventory prepayments 19.1 1,185,225,725 713,200,891
Financial asset held at fair value through profit or loss 10 276,352,604 739,825,219
Cash and bank balances 20 2,905,023,818 1,355,326,819
14,958,446,663 8,881,723,676
Total assets 58,020,591,788 34,021,052,886
Non-current liabilities
Interest-bearing loans and borrowings 22.2 - 2,265,647
Lease liabilities 16 276,444,266 222,179,457
Deferred tax liabilities 8.1 6,003,528,415 2,229,967,950
6,279,972,681 2,454,413,054
Current liabilities
Trade and other payables 23 3,395,351,430 2,051,007,813
Interest-bearing loans and borrowings 22.1 2,743,515,749 921,971,844
Bank overdrafts 20 3,173,329 205,931,761
Provisions 23.1 406,990,918 171,351,862
Lease liabilities 16 331,484,380 125,275,990
Income tax payable 27.5 1,058,755,818 2,616,296,323
7,939,271,624 6,091,835,593
Total liabilities 14,219,244,305 8,546,248,647
Total equity and liabilities 58,020,591,788 34,021,052,886
53
Consolidated inflation adjusted Statement of Cash Flows
for the year ended 31 October 2022
2022 2021
Notes ZWL ZWL
Operating activities
Profit before tax 17,145,323,457 3,382,654,742
Adjustments to reconcile profit before tax to net cash flows 27.1 (10,136,387,280) 931,983,193
Working capital adjustments:
(Increase) in trade and other receivables (4,683,024,813) (734,256,909)
(Increase)/decrease in inventory prepayments (472,024,834) 184,413,130
Increase in inventories (73,533,152) (423,697,215)
(Increase)/decrease in biological assets (233,940,638) 471,713,137
Increase in trade and other payables 1,344,343,617 906,679,851
Operating cashflows 2,890,756,357 4,719,489,929
Investing activities
Purchase of Investment Property 13 - (652,438,034)
Purchase of property, plant and equipment 12 (2,815,966,759) (1,354,395,551)
Proceeds from sale of property, plant and equipment 70,633,407 68,347,707
Purchase of intangible assets 15 - (49,947,697)
Net cash used in investing activities (2,745,333,352) (1,988,433,575)
Financing activities
New loan amount received 27.3 2,271,072,219 2,165,024,862
Loan amount repaid during the year 27.3 (908,239,721) (1,405,588,143)
Payment of principal portion of lease liabilities 16 (375,483,761) (255,123,423)
Ordinary dividend paid 24 (632,311,140) (825,738,829)
Net cash flows from/(used in) financing activities 355,037,597 (321,425,533)
* Fair value adjustments on biological assets have been reclassified to operating activities as they constitute part of the entity’s operating
activities, unlike in prior year where these were erroneously treated as other activities. The amount is ZWL1,2 billion, 2021: ZWL527 million.
* There are non cash additions on property, plant and equipment amounting to ZWL86,665,654 in 2021(2022 Nil).
54
Attributable to the equity holders of the parent
Non-
for the year ended 31 October 2022
55
Integrated Annual Report 2022
Notes to the consolidated inflation adjusted
financial statements
1. CORPORATE INFORMATION
The consolidated inflation adjusted financial statements of TSL Limited and its subsidiaries (collectively, the Group) for the year ended 31
October 2022 were authorised for issue in accordance with a resolution of the directors on 30 March 2023. TSL Limited (the Company or
the parent) is a limited company incorporated and domiciled in Zimbabwe and whose shares are publicly traded on the Zimbabwe Stock
Exchange.
The accounting policies are applied consistently throughout the Group. The Consolidated inflation adjusted financial statements are
presented in Zimbabwean dollars (ZWL) and all values are rounded to the nearest dollar except where otherwise stated.
The Consolidated inflation adjusted financial statements are initially prepared under the historical cost convention and restated for
the changes in the general purchasing power of the functional currency for the purposes of fair presentation in accordance with IAS
29 (Financial Reporting in Hyper-inflationary Economies). This historical cost information has been restated for changes in the general
purchasing power of the Zimbabwe dollar and as a result are stated in terms of the measuring unit current at the end of the reporting
period. Accordingly, the inflation adjusted Consolidated inflation adjusted financial statements represent the primary financial statements
of the Group. The historical cost financial statements have been provided by way of supplementary information on Note 36.
Prior Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep Oct
Year 2021 2021 2022 2022 2022 2022 2022 2022 2022 2022 2022 2022
3.688 3.487 3.297 3.130 2.925 2.752 2.381 1.968 1.506 1.200 1.067 1.032 1.000
The main procedures applied for the above-mentioned restatements are as follows:
• Monetary assets and liabilities that were carried at amounts current at the balance sheet date were not restated because they were
already expressed in terms of the monetary unit current at the balance sheet date. Monetary items are money held and items to be
recovered or paid in money. Current income tax for the year have been adopted at 1:1 with the historical balance.
• Non-monetary assets and liabilities that were not carried at amounts current at the balance sheet date and components of
shareholders’ equity were restated by applying the relevant conversion factors. Opening balances for PPE and Investment Property
were restated using an adjusting factor of 3,688 based on the Consumer Price Index (CPI) before calculating depreciation and the
fair value gain or loss for the current year.
• For the Cash flow statement, we have presented the monetary gain or loss on cash and bank balances and the effect of inflation on
operating, investing and financing as one number.
• Comparative financial information was restated using an adjusting factor of 3,688 based on the Consumer Price Index (CPI).
• All items of the consolidated statement of profit and loss and other comprehensive income were restated by applying the relevant
monthly, yearly average or year-end factors.
IAS 29 requires that the restated amount of a non-monetary item be reduced, in accordance with the appropriate IFRSs, when it exceeds
its recoverable amount. Accordingly, the Group assesses that the restated values of inventory are not above what it expects to realise
from the sale of the inventory in the ordinary course of business. The restated carrying amount of Property, Plant and Equipment is tested
for impairment in accordance with the requirements of IAS 36, Impairment of assets.
56
Integrated Annual Report 2022
Specifically, the Group controls an investee if and only if the Group has:
i. Power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the investee),
ii. Exposure, or rights, to variable returns from its involvement with the investee, and
iii. The ability to use its power over the investee to affect its returns
When the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and
circumstances in assessing whether it has power over an investee, including:
i) The contractual arrangement with the other vote holders of the investee
ii) Rights arising from other contractual arrangements
iii) The Group’s voting rights and potential voting rights
The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of
the three elements of control. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when
the Group loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year
are included in the Consolidated inflation adjusted financial statements from the date the Company gains control until the date the Group
ceases to control the subsidiary.
Profit or loss and each component of other comprehensive income (OCI) are attributed to the equity holders of the parent of the Group
and to the non-controlling interests, even if this results in the non- controlling interests having a deficit balance. When necessary,
adjustments are made to the financial statements of subsidiaries, associates and joint ventures to bring their accounting policies into
line with the Group’s accounting policies. All intra-company assets and liabilities, equity, income, expenses and cash flows relating to
transactions between members of the Group are eliminated in full on consolidation.
A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction. If the Group loses
control over a subsidiary, it:
a) De-recognises the assets (including goodwill) and liabilities of the subsidiary,
b) De-recognises the carrying amount of any non- controlling interests,
c) De-recognises the cumulative translation differences recorded in equity,
d) Recognises the fair value of the consideration received,
e) Recognises the fair value of any investment retained,
f) Recognises any surplus or deficit in profit or loss,
g) Reclassifies the parent’s share of components previously recognised in OCI to profit or loss or retained earnings, as appropriate, as
would be required if the Group had directly disposed of the related assets or liabilities.
When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and designation
in accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition date. This includes the
separation of embedded derivatives in host contracts by the acquiree.
If the business combination is achieved in stages, the acquisition date fair value of the acquirer’s previously held equity interest in the
acquiree is remeasured to fair value at the acquisition date through profit or loss. Any contingent consideration to be transferred by
the acquirer will be recognised at fair value at the acquisition date. Contingent consideration classified as equity is not remeasured and
its subsequent settlement is accounted for within equity. Contingent consideration classified as an asset or liability that is a financial
instrument and within the scope of IFRS 9 Financial Instruments, is measured at fair value with the changes in fair value recognised in the
57
Notes to the consolidated inflation adjusted
financial statements (cont.)
consolidated statement of profit or loss in accordance with IFRS 9. Other contingent consideration that is not within the scope of IFRS 9
is measured at fair value at each reporting date with changes in fair value recognised in profit or loss.
Goodwill is initially measured at cost being the excess of the aggregate of the consideration transferred and the amount recognised for
non-controlling interest over the net identifiable assets acquired and liabilities assumed. If this consideration is lower than the fair value
of the net assets of the subsidiary acquired, the difference is recognised in profit or loss.
After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment testing,
goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group’s cash-generating units that are
expected to benefit from the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units.
Where goodwill forms part of a cash-generating unit and part of the operation within that unit is disposed of, the goodwill associated
with the operation disposed of is included in the carrying amount of the operation when determining the gain or loss on disposal of
the operation. Goodwill disposed of in this circumstance is measured based on the relative values of the operation disposed of and the
portion of the cash-generating unit retained.
The Group’s investments in its associates are accounted for using the equity method. Under the equity method, the investment in an
associate is initially recognised at cost. The carrying amount of the investment is adjusted to recognise changes in the Group’s share
of net assets of the associate since the acquisition date. Goodwill relating to the associate is included in the carrying amount of the
investment and is neither amortised nor individually tested for impairment. The consolidated statement of profit or loss reflects the
Group’s share of the results of operations of the associate. Any change in OCI of those investees is presented as part of the Group’s OCI. In
addition, when there has been a change recognised directly in the equity of the associate, the Group recognises its share of any changes,
when applicable, in the consolidated statement of changes in equity. Unrealised gains and losses resulting from transactions between
the Group and the associate are eliminated to the extent of the interest in the associate.
The aggregate of the Group’s share of profit or loss of an associate is shown on the face of the profit or loss statement outside operating
profit and represents profit or loss after tax and non-controlling interests in the subsidiaries of the associate. The financial statements of
the associate are prepared for the same reporting period as the Group. When necessary, adjustments are made to bring the accounting
policies in line with those of the Group.
After application of the equity method, the Group determines whether it is necessary to recognise an impairment loss on its investment
in its associate. At each reporting date, the Group determines whether there is objective evidence that the investment in the associate is
impaired. If there is such evidence, the Group calculates the amount of impairment as the difference between the recoverable amount
of the associate and its carrying value, then recognises the loss as ‘Share of profit of an associate’ in the profit or loss statement.
Upon loss of significant influence over the associate, the Group measures and recognises any retained investment at its fair value. Any
difference between the carrying amount of the associate upon loss of significant influence and the fair value of the retained investment
and proceeds from disposal is recognised in profit or loss.
Differences arising on settlement or translation of monetary items are recognised in profit or loss with the exception of monetary
items that are designated as part of the hedge of the Group’s net investment in a foreign operation. These are recognised in OCI
until the net investment is disposed of, at which time, the cumulative amount is reclassified to profit or loss. Tax charges and credits
attributable to exchange differences on those monetary items are also recognised in OCI.
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the
dates of the initial transactions. Non- monetary items measured at fair value in a foreign currency are translated using the exchange
rates at the date when the fair value is determined. The gain or loss arising on translation of non-monetary items measured at fair
value is treated in line with the recognition of the gain or loss on the change in fair value of the item (i.e., translation differences on
items whose fair value gain or loss is recognised in OCI or profit or loss are also recognised in OCI or profit or loss, respectively).
58
Integrated Annual Report 2022
In determining the spot exchange rate to use on initial recognition of the related asset, expense or income (or part of it) on the
de-recognition of a non-monetary asset or non-monetary liability relating to advance consideration, the date of the transaction
is the date on which the Group initially recognises the non-monetary asset or non- monetary liability arising from the advance
consideration. If there are multiple payments or receipts in advance, the Group determines the transaction date for each payment or
receipt of advance consideration.
Any goodwill arising on the acquisition of a foreign operation and any fair value adjustments to the carrying amounts of assets and
liabilities arising on the acquisition are treated as assets and liabilities of the foreign operation and translated at the spot rate of
exchange at the reporting date.
The Group did not fully comply with the requirements of IAS 21, effects of changes in foreign exchange rates on the introduction of
Zimbabwe dollar as detailed on note 4.1.3.
The terms of the liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not
affect its classification.
Deferred tax assets and liabilities are classified as non-current assets and liabilities.
The useful lives of intangible assets are assessed as either finite or indefinite. Intangible assets with finite lives are amortised over
the useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The
amortisation period and the amortisation method for an intangible asset with a finite useful life are reviewed at least at the end of each
reporting period. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied
in the asset are considered to modify the amortisation period or method, as appropriate, and are treated as changes in accounting
estimates. The amortisation expense on intangible assets with finite lives is recognised separately in the consolidated statement of profit
or loss. Intangible assets with finite lives are tested for impairment annually (as at 31 October) and when circumstances indicate that the
carrying value may be impaired.
Intangible assets with indefinite useful lives are not amortised, but are tested for impairment annually, either individually or at the
cash-generating unit level. The assessment of indefinite life is reviewed annually to determine whether the indefinite life continues
to be supportable. If not, the change in useful life from indefinite to finite is made on a prospective basis. Gains or losses arising from
derecognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the
asset and are recognised in the consolidated statement of profit or loss when the asset is derecognised.
59
Notes to the consolidated inflation adjusted
financial statements (cont.)
The Group’s intangible assets are amortised over their useful lives as follows:
• Accounting software 5 years
• Other intangible asset (Rights to use Franchise name) 6 years
Following initial recognition of the development expenditure as an asset, the asset is carried at cost less any accumulated amortisation
and accumulated impairment losses. Amortisation of the asset begins when development is complete, and the asset is available for use.
It is amortised over the period of expected future benefit. During the period of development, the asset is tested for impairment annually.
i) Sale of goods
The Group generates revenue from the sale of agricultural inputs and commodities. Revenue is recognised at a point in time when
the Group transfers control of goods to its customer at the point of sale, or point of delivery to the customer.
Rental income receivable from operating leases except for contingent rental income which is recognised when it arises, is accounted for
on a straight-line basis over the lease terms. Initial direct costs incurred in negotiating and arranging an operating lease are recognised
as an expense over the lease term on the same basis as the lease income. Incentive for lessees to enter into lease agreements are spread
evenly over the lease term, even if the payments are not made on such basis. The lease term is the non-cancellable period of the lease
together with any further term for which the tenant has the option to continue the lease, where at the inception of the lease, the
directors are reasonably certain that the tenant will exercise that option. Amounts received from tenants and customers hiring hessian
wraps to terminate leases or to compensate for dilapidations are recognised in the income statement when the right to receive them
arises.
Trade receivables include amounts that have been billed in accordance with customer contract terms and amounts that the Group
has an unconditional right to, with only passage of time before the amounts can be billed in accordance with the customer contract
terms.
Contract liabilities
A contract liability is the obligation to transfer goods or services to a customer for which the Group has received consideration (or an
amount of consideration is due) from the customer. If a customer pays consideration before the Group transfers goods or services to the
customer, a contract liability is recognised when the payment is made, or the payment is due (whichever is earlier). Contract liabilities
are recognised as revenue when the Group performs under the contract.
60
Integrated Annual Report 2022
A refund liability is the obligation to refund some or all of the consideration received (or receivable) from the customer and is measured
at the amount the Group ultimately expects it will have to return to the customer. The Group updates its estimates of refund liabilities
(and the corresponding change in the transaction price) at the end of each reporting period. There are no refund liabilities in the current
year.
2.12 Taxes
Current income tax relating to items recognised directly in other comprehensive income or equity is recognised in other comprehensive
income or equity and not in the income statement. Management periodically evaluates positions taken in the tax returns with respect to
situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.
Deferred tax
Deferred tax is provided using the liability method on temporary differences at the reporting date between the tax bases of assets and
liabilities and their carrying amounts for financial reporting purposes. Deferred tax liabilities are recognised for all taxable temporary
differences, except:
i) Where the deferred tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a
business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss.
ii) In respect of taxable temporary differences associated with investments in subsidiaries, associates and interests in joint ventures,
where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will
not reverse in the foreseeable future.
Deferred tax assets are recognised for all deductible temporary differences, carry forward of unused tax credits and unused tax losses,
to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry
forward of unused tax credits and unused tax losses can be utilised, except:
i) Where the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability
in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor
taxable profit or loss
ii) In respect of deductible temporary differences associated with investments in subsidiaries, associates and interests in joint ventures,
deferred tax assets are recognised only to the extent that it is probable that the temporary differences will reverse in the foreseeable
future and taxable profit will be available against which the temporary differences can be utilised.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that
sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets are
reassessed at each reporting date and are recognised to the extent that it has become probable that future taxable profits will allow the
deferred tax asset to be recovered. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year
when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at
the reporting date.
Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss. Deferred tax items are recognised in
correlation to the underlying transaction either in other comprehensive income or directly in equity.
Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current tax assets against current
income tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.
61
Notes to the consolidated inflation adjusted
financial statements (cont.)
Tax benefits acquired as part of a business combination, but not satisfying the criteria for separate recognition at that date, would
be recognised subsequently if new information about facts and circumstances changed. The adjustment would either be treated as a
reduction to goodwill (as long as it does not exceed goodwill) if it is incurred during the measurement period or in profit or loss.
b) Receivables and payables that are stated with the amount of value added tax included. The net amount of value added tax recoverable
from, or payable to, the taxation authority is included as part of receivables or payables in the consolidated statement of financial
position.
Land and buildings are measured at fair value less accumulated depreciation on buildings and accumulated impairment losses recognised
after the date of the revaluation. Valuations are performed frequently to ensure that the fair value of a revalued asset does not differ
materially from its carrying amount. There are no reclassifications of revaluation gains to retained earnings on depreciation or disposal.
Bearer plant are initially measured at cost and subsequently at cost less any accumulated depreciation and/or accumulated impairment
losses, if any. The bearer plants comprise of mature banana plantations. Immature crops, including the cost incurred for procurement
of new seeds and maintenance of nurseries, are carried at cost less any recognized impairment losses under capital work-in-progress.
Cost includes the cost of land preparation, new planting, fertilizing, maintenance of newly planted bushes for a period of one year
until maturity. On maturity (i.e.; when the bearer plants are ready for their intended use), these costs are classified under bearer plants.
Depreciation of bearer plants commence when they are ready for their intended use. Depreciation on bearer plants is recognised so as
to write off its cost less residual values over useful lives, using the straight-line method. The estimated useful lives, residual values and
depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a
prospective basis. Estimated useful lives of the bearer plants has been determined to be 30 years.
Hessian wraps are held for leasing to third parties. Hessian wraps are measured at cost and depreciated over their useful life. The
estimated useful life of hessian wraps is estimated at the end of each reporting period. Hessian wraps that are not returned after hiring
are de-recognised and the loss recognised in profit or loss. Any damaged hessian wraps are impaired, and the impairment loss recognised
in profit or loss. Hessian wraps has been included as PPE based on the assumption that these have a useful life of five years. During those
five years ,revenue will flow to the entity through hiring of the hessian wraps and the cost of the Group manufacturing the hessian wraps
can be measured reliably. The income from leasing hessian wraps is included in rental income in profit or loss.
The useful life has been estimated at five years based on past experience and is consistent with industry practice.
Any revaluation surplus is credited to the other comprehensive income, except to the extent that it reverses a revaluation decrease of
the same asset previously recognised in the profit or loss, in which case the increase is recognised in the profit or loss. A revaluation
deficit is recognised in the profit or loss, except to the extent that it offsets an existing surplus on the same asset recognised in other
comprehensive income.
The difference between depreciation based on the revalued amount of the assets is charged to profit or loss. The difference between the
revalued amount and the sitting net asset value is charged to other comprehensive income.
Depreciation on all assets is recognised on a straight-line basis so as to write off their cost less residual values over useful lives which are
estimated as follows:
Buildings 40 - 50 years
Plant and equipment 3 - 25 years
Vehicles 3 - 5 years
Bearer plants 30 years
Hessian wraps 5 years
An item of property, plant and equipment and any significant part initially recognised is derecognised upon disposal or when no future
economic benefits are expected from its use or disposal. Any gain or loss arising on de-recognition of the asset (calculated as the
difference between the net disposal proceeds and the carrying amount of the asset) is included in the profit or loss when the asset is
derecognised. The assets’ residual values, useful lives and methods of depreciation are reviewed at each financial year end and adjusted
prospectively, if appropriate.
62
Integrated Annual Report 2022
2.14 Leases
The Group assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the right to control
the use of an identified asset for a period in exchange for consideration.
Group as a lessee
The Group applies a single recognition and measurement approach for all leases, except for short-term leases and leases of low-value
assets. The Group recognises lease liabilities to make lease payments and right-of-use assets representing the right to use the underlying
assets.
i) Right-of-use assets
The Group recognises right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is available for
use). Right-of-use assets are measured at cost, less any accumulated depreciation and accumulated impairment losses, and adjusted
for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of the initial measurement of the
lease liabilities, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives
received. Right-of-use assets are depreciated on a straight-line basis over the shorter of the lease term and the estimated useful lives
of the assets, as follows:
Buildings 40 - 50 years
If ownership of the leased asset transfers to the Group at the end of the lease term or the cost reflects the exercise of a purchase option,
depreciation is calculated using the estimated useful life of the asset. The right-of-use assets are also subject to impairment. Refer to
the accounting policies in section Impairment of non-financial assets (Note 2.21). The Group’s lease arrangements do not contain an
obligation to dismantle and remove the underlying asset, restore the site on which it is located or restore the underlying asset to a
specified condition.
In calculating the present value of lease payments, the Group uses its incremental borrowing rate at the lease commencement
date because the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease
liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount
of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the lease payments (e.g., changes
to future payments resulting from a change in an index or rate used to determine such lease payments) or a change in the assessment
of an option to purchase the underlying asset. The Group’s lease liabilities are disclosed on note 16.
Payments of the principal portion of lease liabilities and interest is disclosed under financing activities and operating activities
respectively in the consolidated statement of cash flows.
Group as a lessor
Leases in which the Group does not transfer substantially all the risks and rewards incidental to ownership of an asset are classified as
operating leases. The group leases out land and buildings and hessian wraps. Rental income arising is accounted for on a straight-line
basis over the lease terms and is included in revenue in the consolidated statement of profit or loss due to its operating nature. Initial
direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised
over the lease term on the same basis as rental income. Contingent rents are recognised as revenue in the period in which they are
earned.
63
Notes to the consolidated inflation adjusted
financial statements (cont.)
Investment property is measured initially at cost including transaction costs. Transaction costs include transfer taxes, professional fees
for legal services and initial leasing commissions to bring the property to the condition necessary for it to be capable of operating
as intended by management. The carrying amount also includes the cost of replacing part of an existing investment property at the
time that cost is incurred if the recognition criteria are met. Investment property under construction (WIP) is measured at cost till its
completion.
Subsequent to initial recognition, investment property is stated at fair value. Gains or losses arising from changes in the fair values are
included in the income statement in the year in which they arise.
Investment property is derecognised when it has been disposed of or permanently withdrawn from use and no future economic benefit
is expected from its disposal. Any gains or losses on the retirement or disposal of investment property are recognised in the income
statement in the year of retirement or disposal. Gains or losses on the disposal of investment property are determined as the difference
between net disposal proceeds and the carrying value of the asset.
Transfers are made to (or from) investment property only when there is a change in use. For a transfer from investment property to
owner-occupied property, the deemed cost for subsequent accounting is the fair value at the date of change in use. If owner occupied
property becomes an investment property, the Group accounts for such property in accordance with the policy stated under property,
plant and equipment up to the date of change in use.
Fair value related disclosures for financial instruments and non-financial assets that are measured at fair value or where fair values are
disclosed, are summarised in the following notes:
*Property, plant and equipment under revaluation model Note 12
*Investment properties Note 13
*Financial assets at fair value through profit or loss Note 10
*Biological assets Note 14
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or
transfer the liability takes place either:
*In the principal market for the asset or liability Or
*In the absence of a principal market, in the most advantageous market for the asset or liability
The principal or the most advantageous market must be accessible by the Group. The fair value of an asset or a liability is measured using
the assumptions that market participants would use when pricing the asset or liability assuming that market participants act in their
economic best interest.
A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by
using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best
use.
The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure
fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value
hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:
• Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities
• Level 2 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or
indirectly observable
• Level 3 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.
For assets and liabilities that are recognised in the financial statements on a recurring basis, the Group determines whether transfers
have occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest level input that is significant to the
fair value measurement as a whole) at the end of each reporting period.
64
Integrated Annual Report 2022
i) Financial assets
Initial recognition and measurement
Financial assets are classified, at initial recognition, as subsequently measured at amortised cost, fair value through other
comprehensive income (OCI), and fair value through profit or loss. The Group determines the classification of its financial assets at
initial recognition.
All financial assets are recognised initially at fair value plus, in the case of investments not at fair value through profit or loss, directly
attributable transaction costs at acquisition of the financial asset.
In order for a financial asset to be classified and measured at amortised cost or fair value through OCI, it needs to give rise to cash
flows that are ‘solely payments of principal and interest (SPPI)’ on the principal amount outstanding. This assessment is referred to
as the SPPI test and is performed at an instrument level.
The Group’s business model for managing financial assets refers to how it manages its financial assets in order to generate cash
flows. The business model determines whether cash flows will result from collecting contractual cash flows, selling the financial
assets, or both.
Purchases or sales of financial assets that require delivery of assets within a time frame established by regulation or convention in
the marketplace (regular way trades) are recognised on the trade date, that is, the date that the Group commits to purchase or sell
the asset.
The Group’s financial assets include cash and bank balances, trade and other receivables, and financial assets held at fair value
through profit or loss.
Subsequent measurement
The subsequent measurement of financial assets depends on their classification as follows:
Financial assets at amortised cost are subsequently measured using the effective interest (EIR) method and are subject to impairment.
Gains and losses are recognised in profit or loss when the asset is derecognised, modified or impaired.
Financial assets at fair value through profit or loss are carried in the consolidated statement of financial position at fair value with net
changes in fair value recognised in the consolidated statement of profit or loss. This category includes listed equity investments which
the Group had not irrevocably elected to classify at fair value through OCI. Dividends on listed equity investments are also recognised as
other income in the consolidated statement of profit or loss when the right of payment has been established.
De-recognition
A financial asset (or, where applicable a part of a financial asset or part of a group of similar financial assets) is derecognised when:
a) The rights to receive cash flows from the asset have expired, or
b) The Group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash
flows in full without material delay to a third party under a ‘pass-through’ arrangement; and either (a) the Group has transferred
substantially all the risks and rewards of the asset, or (b) the Group has neither transferred nor retained substantially all the risks and
rewards of the asset, but has transferred control of the asset.
When the Group has transferred its rights to receive cash flows from an asset or has entered into a pass-through arrangement, and has
neither transferred nor retained substantially all of the risks and rewards of the asset nor transferred control of the asset, the asset is
recognised to the extent of the Group’s continuing involvement in the asset.
65
Notes to the consolidated inflation adjusted
financial statements (cont.)
In that case, the Group also recognises an associated liability. The transferred asset and the associated liability are measured on a basis
that reflects the rights and obligations that the Group has retained.
Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying
amount of the asset and the maximum amount of consideration that the Group could be required to repay.
ECLs are recognised in two stages. For credit exposures for which there has not been a significant increase in credit risk since initial
recognition, ECLs are provided for credit losses that result from default events that are possible within the next 12-months (a 12-month
ECL). For those credit exposures for which there has been a significant increase in credit risk since initial recognition, a loss allowance is
required for credit losses expected over the remaining life of the exposure, irrespective of the timing of the default (a lifetime ECL).
For trade receivables and contract assets, the Group applies a simplified approach in calculating ECLs. Therefore, the Group does not
track changes in credit risk, but instead recognises a loss allowance based on lifetime ECLs at each reporting date. The Group has
established a provision matrix that is based on its historical credit loss experience, adjusted for forward-looking factors specific to the
debtors and the economic environment. In its ECL models, the Group relies on a broad range of forward looking information as economic
inputs, such as:
• GDP growth
• Inflation rates
• Reserve Bank of Zimbabwe minimum lending rates
The Group considers a financial asset in default when contractual payments are 120 days past due. However, in certain cases, the Group
may also consider a financial asset to be in default when internal or external information indicates that the Group is unlikely to receive
the outstanding contractual amounts in full before taking into account any credit enhancements held by the Group. A financial asset is
written off when there is no reasonable expectation of recovering the contractual cash flows.
Purchased or originated credit impaired (POCI) assets are financial assets that were credit impaired on initial recognition. POCI assets are
recorded at fair value at original recognition and interest income subsequently recognised based on a credit adjusted EIR. ECLs were only
recognised or released to the extent that there was a subsequent change in the expected credit losses.
All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly
attributable transaction costs. The Group’s financial liabilities include trade and other payables, bank overdrafts and loans and
borrowings.
Subsequent measurement
The measurement of financial liabilities depends on their classification as follows:
De-recognition
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing
financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are
substantially modified, such an exchange or modification is treated as a de- recognition of the original liability and the recognition of a
new liability, and the difference in the respective carrying amounts is recognised in the profit or loss.
66
Integrated Annual Report 2022
2.19 Inventories
Inventories are valued at the lower of cost and net realisable value. Cost comprises all costs necessary to bring the inventories to
their present location and condition. Net realisable value represents the estimated selling price less all estimated costs incurred in the
marketing, selling or distribution, where applicable.
Inventory Prepayments arises when we pay suppliers in advance normally offshore before receipt of goods. Merchandise, raw materials
and consumable stores are valued at cost on a weighted average cost basis. Manufactured finished products and products in process are
valued at raw material cost, plus labour and a portion of manufacturing overhead expenses, where appropriate.
Inventories are derecognised when they are sold, and the carrying amount is recognised as an expense in the period in which the related
revenue is recognised.
Inventory prepayments arises when we pay suppliers in advance normally offshore before receipt of goods. These amounts are disclosed
separately from other prepayments as this is considered more useful to the users of financial statements. Merchandise, raw materials
and consumables stores are valued at costs on a weighted average cost basis. Manufactured finished products and products in process
are valued at raw material costs, plus labour and a portion of manufacturing overhead expenses where appropriate.
Write downs to net realisable value and inventory losses are expensed in the period in which they occur. Obsolete and slow-moving
inventories are identified and written down to their estimated economic or realisable value.
The amount of any reversal of any write-down of inventories, arising from an increase in net realisable value, is accounted for as a
reduction in the amount of inventories recognised as an expense in the period in which the reversal occurs.
The Group bases its impairment calculation on detailed budgets and forecast calculations which are prepared separately for each of the
Group’s cash-generating units to which the individual assets are allocated. These budgets and forecast calculations are generally covering
a period of five years. For longer periods, a long-term growth rate is calculated and applied to project future cash flows after the fifth
year.
Impairment losses of continuing operations are recognised in the profit or loss in those expense categories consistent with the function
of the impaired asset, except for a property previously revalued where the revaluation was taken to other comprehensive income. In this
case, the impairment is also recognised in other comprehensive income up to the amount of any previous revaluation.
For assets excluding goodwill, an assessment is made at each reporting date as to whether there is any indication that previously
recognised impairment losses may no longer exist or may have decreased. If such indication exists, the Group estimates the asset’s or
cash-generating unit’s recoverable amount. A previously recognised impairment loss is reversed only if there has been a change in the
assumptions used to determine the asset’s recoverable amount since the last impairment loss was recognised. The reversal is limited so
that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been
determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in the
income statement unless the asset is carried at a revalued amount, in which case the reversal is treated as a revaluation increase.
The following criteria are also applied in assessing impairment of specific assets:
Goodwill
Goodwill is tested for impairment annually (as at 31 October) and when circumstances indicate that the carrying value may be impaired.
Impairment is determined for goodwill by assessing the recoverable amount of each cash-generating unit (or group of cash-generating
units) to which the goodwill relates. Where the recoverable amount of the cash generating unit is less than their carrying amount, an
impairment loss is recognised. Impairment losses relating to goodwill cannot be reversed in future periods.
67
Notes to the consolidated inflation adjusted
financial statements (cont.)
2.22 Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an
outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the
amount of the obligation. Where the Group expects some or all of a provision to be reimbursed, for example under an insurance contract,
the reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain. The expense relating to any
provision is presented in the profit or loss net of any reimbursement.
If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate,
the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a
finance cost.
Retirement benefits
Retirement benefits are provided for eligible Group employees through various independently administered defined contribution
schemes, including the National Social Security Authority.
The undiscounted amount of the benefits expected to be paid in respect of service rendered by employees in an accounting period is
recognised in that period as an expense in the consolidated statement of profit and loss. The expected cost of short-term compensated
absences is recognised as the employees render service that increases their entitlement or, in the case of non-accumulating absences,
when the absences occur, and includes any additional amounts an entity expects to pay as a result of unused entitlements at the end of
the period.
A biological asset is measured on initial recognition and at the end of each reporting period at its fair value less costs maturity and to
sell. Agricultural produce harvested from the Group’s bearer plants are measured at fair value less costs maturity and to sell at the point
of harvest.
A gain or loss arising on initial recognition of a biological asset at fair value less costs to maturity and to sell and from a change in fair
value less costs to sell of a biological asset shall be included in profit or loss for the period in which it arises.
A gain or loss arising on subsequent measurement of a biological asset at fair value less costs maturity and to sell shall be included in
profit or loss for the period in which it arises.
Biological assets are viewed as current assets because they have a life cycle of 12 months as they are planted and harvested within 12
months. All directly related costs incurred in acquiring and establishing biological assets are capitalised to the cost of biological assets
for example direct labour, fertilisers and pest control etc.
The chief operating decision-maker has been identified as the Executive Management Committee. The accounting policies of the
reportable segments are the same as the Group’s accounting policies. Segment information has been reconciled to the Consolidated
inflation adjusted financial statements to take account of inter-segment transactions and transactions and balances that are not allocated
to reporting segments.
68
Integrated Annual Report 2022
Service and non-market performance conditions are not taken into account when determining the grant date fair value of awards, but
the likelihood of the conditions being met is assessed as part of the Group’s best estimate of the number of equity instruments that will
ultimately vest. Market performance conditions are reflected within the grant date fair value.
Any other conditions attached to an award, but without an associated service requirement, are considered to be non-vesting conditions.
Non-vesting conditions are reflected in the fair value of an award and lead to an immediate expensing of an award unless there are also
service and / or performance conditions.
No expense is recognised for awards that do not ultimately vest because non-market performance and / or service conditions have not
been met. Where awards include a market or non-vesting condition, the transactions are treated as vested irrespective of whether the
market or non-vesting condition is satisfied, provided that all other performance and / or service conditions are satisfied.
When the terms of an equity-settled award are modified, the minimum expense recognised is the grant date fair value of the unmodified
award, provided the original terms of the award are met. An additional expense, measured as at the date of modification, is recognised for
any modification that increases the total fair value of the share- based payment transaction, or is otherwise beneficial to the employee.
Where an award is cancelled by the entity or by the counterparty, any remaining element of the fair value of the award is expensed
immediately through profit or loss.
International Financial Reporting Standards and amendments effective for the first time in 2022 year-ends.
Number Effective date Executive summary
IFRS 16, ‘Leases’ Annual periods The IASB has provided lessees (but not lessors) with relief in the
COVID-19-Related Rent beginning on or form of an optional exemption from assessing whether a rent
Concessions Amendment after 1 April 2021 concession related to COVID-19 is a lease modification, provided
(early adoption is that the concession meets certain conditions. On 31 March 2021, the
permitted) IASB published an additional amendment to extend the date of the
practical expedient from 30 June 2021 to 30 June 2022. Lessees can
(Published March elect to account for such rent concessions in the same way as they
2021) would if they were not lease modifications. In many cases, this will
result in accounting for the concession as variable lease payments
in the period(s) in which the event or condition that triggers the
reduced payment occurs. The March 2021 amendment will only be
available if an entity chose to apply the May 2020 optional practical
expedient.
International Financial Reporting Standards and amendments effective for the first time in 2022 year-ends.
69
Notes to the consolidated inflation adjusted
financial statements (cont.)
3 CHANGES IN ACCOUNTING POLICY AND DISCLOSURES (continued) New and Amended IFRSs adopted
The following new standards, issued by IASB amendments and interpretations are effective for the first time for periods beginning on or
after 1 November 2021 have no material effect on the Group.
International Financial Reporting Standards and amendments effective for the first time in 2022 year-ends
Amendments to IAS 37 Annual periods The amendment clarifies which costs an entity includes in assessing
Onerous Contracts - Cost beginning on or whether a contract will be loss-making. This assessment is made
of Fulfilling a Contract after 1 January by considering unavoidable costs, which are the lower of the net
2022 cost of exiting the contract and the costs to fulfill the contract. The
amendment clarifies the meaning of ‘costs to fulfill a contract’.
Amendments to IAS Annual periods The amendment to IAS 16 prohibits an entity from deducting from
16 Property, Plant and beginning on or the cost of an item of PPE any proceeds received from selling items
Equipment: Proceeds after 1 January produced while the entity is preparing the asset for its intended use
before Intended Use 2022 (for example, the proceeds from selling samples produced when
testing a machine to see if it is functioning properly). The proceeds
(Published May from selling such items, together with the costs of producing them,
2020) are ecognised in profit or loss.
Amendment to Annual periods The Board has updated IFRS 3, ‘Business combinations’, to refer to
IFRS 3, ‘Business beginning on or the 2018 Conceptual Framework for Financial Reporting, in order
combinations’ after1 January to determine what constitutes an asset or a liability in a business
2022 combination.
(Published May In addition, the Board added a new exception in IFRS 3 for liabilities
Asset or liability 2020) and contingent liabilities. The exception specifies that, for some
in a business types of liabilities and contingent liabilities, an entity applying IFRS
combinationclarity 3 should instead refer to IAS 37, ‘Provisions, Contingent Liabilities
and Contingent Assets’, or IFRIC 21, ‘Levies’, rather than the 2018
Conceptual Framework.
The Board has also clarified that the acquirer should not recognise
contingent assets, as defined in IAS 37, at the acquisition date.
Standards and interpretations in issue not yet effective to the extent that they are applicable to the Group.
70
Integrated Annual Report 2022
Standards issued but not yet effective up to the date of issuance of the Group’s financial statements are listed below. This listing is of
those standards and interpretations issued that the Group reasonably expects to have an impact on disclosures, financial position or
performance when applied at a future date. The Group intends to adopt these standards when they become effective to the extent that
they are applicable to the Group.
71
Notes to the consolidated inflation adjusted
financial statements (cont.)
3 CHANGES IN ACCOUNTING POLICY AND DISCLOSURES (continued) New and Amended IFRSs adopted
International Financial Reporting Standards, interpretations and amendments issued but not effective
Number Effective date Executive summary
IFRS 17, ‘Insurance contracts’ Annual periods For insurance contracts with direct participation features, the vari-
(continued) beginning on or able fee approach applies. The variable fee approach is a variation
after 1 January 2023 on the general model. When applying the variable fee approach,
the entity’s share of the fair value changes of the underlying items
is included in the contractual service margin. As a consequence, the
fair value changes are not recognised in profit or loss in the period in
Early application which they occur but over the remaining life of the contract.
is permitted for
entities that apply This is likely not applicable to the Group when it becomes effective.
IFRS 9, ‘Financial
Instruments’, and
IFRS 15, ‘Revenue
from Contracts with
Customers’, at or
before the date of
initial application of
IFRS 17.
(Published May
2017)
IFRS 17, Insurance contracts Annual periods In response to some of the concerns and challenges raised, the
Amendments beginning on or Board developed targeted amendments and a number of proposed
after 1 January clarifications intended to ease implementation of IFRS 17, simplify
2023. (Published some requirements of the standard and ease transition. The
June 2020) amendments relate to eight areas of IFRS 17, and they are not
intended to change the fundamental principles of the standard or
unduly disrupt implementation already underway.
(Published May
2021)
Narrow scope Annual periods The amendments aim to improve accounting policy disclosures and
amendments to IAS 1 beginning on or to help users of the financial statements to distinguish changes in
‘Presentation of Financial after 1 January accounting policies from changes in accounting estimates.
Statements’,Practice 2023. Earlier
statement 2 and IAS 8 application is
‘Accounting Policies, permitted.
Changes in Accounting
Estimates and Errors’ (Published February
2021)
72
Integrated Annual Report 2022
The preparation of the Group’s Consolidated inflation adjusted financial statements requires management to make judgments, estimates
and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities,
at the end of the reporting period. However, uncertainty about these assumptions and estimates could result in outcomes that require a
material adjustment to the carrying amount of the asset or liability affected in future periods.
Judgements
In the process of applying the Group’s accounting policies, management has made the following judgments, which have the most
significant effect on the amounts recognised in the Consolidated inflation adjusted financial statements:
The ancillary services significance is determined based on value of service to the client and significance to the Group in comparison to
total revenue derived from the lease arrangement.
The Group based its assumptions and estimates on parameters available when the Consolidated inflation adjusted financial statements
were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or
circumstances arising beyond the control of the Group. Such changes are reflected in the assumptions when they occur.
The determined fair value of the investment properties is most sensitive to the estimated yield as well as the long-term vacancy rate. The
key assumptions used to determine the fair value of the investment properties, land and buildings are further explained in Note 13 and
Note 12 respectively.
4.2.2 Useful lives and residual values of intangible assets and property, plant and equipment
The Group assesses useful lives and residual values of intangible assets and property, plant and equipment each year taking into
consideration past experience, technology changes and the local operating environment. The useful lives are set out on the intangible
assets and property, plant and equipment policy above and no changes to those useful lives have been considered necessary during the
year.
Residual values will be reassessed each year and adjustments for depreciation will be done in future periods if there is indication of
impairment in value. The valuation methods adopted in this process involves significant judgment and estimation. The key assumptions
used are further explained in Note 12 and Note 13
The fair value less costs of disposal calculation is based on available data from binding sales transactions in an arm’s length transaction
of similar assets or observable market prices less incremental costs for disposing of the asset. The value in use calculation is based on a
discounted cash flow model. The cash flows are derived from the budget for the next five years and do not include restructuring activities
73
Notes to the consolidated inflation adjusted
financial statements (cont.)
that the Group is not yet committed to or significant future investments that will enhance the asset’s performance of the cash generating
unit being tested. The recoverable amount is most sensitive to the discount rate used for the discounted cash flow model as well as the
expected future cash inflows and the growth rate used for extrapolation purposes. Refer to Note 12 for the carrying amount of property,
plant and equipment and Note 15 for the carrying amount of intangible assets and related impairment disclosures.
4.2.4 Allowance for expected credit losses of trade receivables and contract assets
The Group uses a provision matrix to calculate ECLs for trade receivables and contract assets. The provision rates are based on days past
due for groupings of various customer segments that have similar loss patterns. The provision matrix is initially based on the Group’s
historical observed default rates. The Group will calibrate the matrix to adjust the historical credit loss experience with forward-looking
information. At every reporting date, the historical observed default rates are updated and changes in the forward-looking estimates are
analysed.
The assessment of the correlation between historical observed default rates, forecast economic conditions and ECLs is a significant
estimate. The amount of ECLs is sensitive to changes in circumstances and of forecast economic conditions. The Group’s historical credit
loss experience and forecast of economic conditions may also not be representative of customer’s actual default in the future. The
information about the ECLs on the Group’s trade receivables and contract assets is disclosed in Note 19.2.
The Group estimates the IBR using observable inputs (such as market interest rates) when available and is required to make certain entity-
specific estimates (such as the subsidiary’s stand-alone credit rating). The key assumptions used to determine the fair value are explained
on Note 16.
4.2.9 Taxes
The Group establishes provisions, based on reasonable estimates, for possible consequences of audits by the tax authorities. The amount
of such provisions is based on various factors, such as experience of previous tax audits and interpretations of tax regulations by the
responsible tax authority.
Deferred tax assets are recognized for all unused tax losses to the extent that it is probable that taxable profit will be available against
which the losses can be utilized. Significant management judgment is required to determine the amount of deferred tax assets that can
be recognized, based upon the likely timing and level of future taxable profits. Further details on deferred taxes are disclosed in Note 8.
74
Integrated Annual Report 2022
2022 2021
ZWL ZWL
5. REVENUE FROM CONTRACTS WITH CUSTOMERS
Segments
Set out below is the reconciliation of the revenue from contracts with customers
Revenue
Gross revenue from contracts with customers 17,125,236,563 13,753,917,557
Rental income 3,614,960,531 3,056,344,124
Inter-segmental elimination (2,997,204,380) (2,704,534,045)
Total revenue for the Group 17,742,992,714 14,105,727,636
During 2022, ZWL11,018,908 (2021: ZWL9,182,423) was recognised as an allowance/expense for obsolete inventories carried at net
realisable value. This is recognised in cost of sales. Obsolete inventories are those which have expired or failed validation process.
Inventory with cost of ZWL3,095,137,148 (2021: ZWL2,524,101,093) was sold during the year.
In prior year, the Group did not fair value its biological assets before transferring them to cost of sales. The error resulted in an
understatement of cost of sales and an understatement of fair value gain, refer to Note 35.1 for more detail on the error.
Intersegemental Revenue
Sales between segments are carried out at arms length and are eliminated at consolidation. The revenue from external parties is raised
the same way.
75
Notes to the consolidated inflation adjusted
financial statements (cont.)
2022 2021
ZWL ZWL
6 OTHER OPERATING INCOME AND ADJUSTMENTS
7 ADMINISTRATION EXPENSES
*The Group changed the presentation to presenting by function, instead of by nature and function done in prior year. Administration
expenses has now been broken down and classified by nature as below, as opposed to prior year when these were lumped as other
operating expenses.
2022 2021
ZWL ZWL
Fair value adjustments on Biological assets and Investment Properties has been reclassified under operating activities in the income
statement, as this constitute part of the entities operations unlike in prior year, when these were erroneously treated as other activities.
Refer to Note 35 for details on the impact.
76
Integrated Annual Report 2022
2022 2021
ZWL ZWL
7 ADMINISTRATION EXPENSES (continued)
Exchange gains are mainly driven by trade and other receivables receivable in foreign currency or the equivalence. Exchange losses
emanate from foreign trade and other creditors payable in foreign currency or the equivalence.
2022 2021
ZWL ZWL
7.5 Finance costs
Interest expense on lease liabilities (Note 16) 101,131,839 116,824,997
Interest on debt and borrowings (Note 27.2) 1,509,661,914 498,349,515
Total 1,610,793,753 615,174,512
8 INCOME TAX
Below is an analysis of the Group’s income tax expense. It also explains significant estimates made in relation to the Groups tax
position.
2022 2021
ZWL ZWL
Consolidated statement of profit or loss
Current income tax:
Current income tax charge 911,826,355 1,743,293,162
Deferred tax (Note 8.1) 2,083,035,859 (642,131,804)
Income tax expense reported in the profit or loss 2,994,862,214 1,101,161,358
77
Notes to the consolidated inflation adjusted
financial statements (cont.)
2022 2021
ZWL ZWL
8 INCOME TAX (continued)
Reconciliation
Balance at the beginning of the year 2,229,967,950 2,604,449,804
Movement through profit or loss 2,083,035,859 (642,131,804)
Movement through other comprehensive income 1,690,524,606 267,649,950
Balance at the end of the year 6,003,528,415 2,229,967,950
The Group has some unexpired assessed tax losses that were not recognised in current year of ZWL1,975,734,578; 2021 (ZWL5,427,036).
Basic earnings per share amounts are calculated by dividing net profit for the year attributable to ordinary equity holders of the parent
by the weighted average number of ordinary shares outstanding during the year.
Diluted earnings per share amounts are calculated by dividing the net profit attributable to ordinary equity holders of the parent by the
weighted average number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares that
would be issued on conversion of all the dilutive potential ordinary shares into ordinary shares.
The following reflects the income and share data used in the basic and diluted earnings per share computations:
2022 2021
ZWL ZWL
Net profit attributable to ordinary equity holders of the parent for basic earnings 14,724,149,719 2,295,896,345
There have been no other transactions involving ordinary shares or potential ordinary shares during the reporting period.
78
Integrated Annual Report 2022
Headline earnings per share are calculated by dividing headline earnings by the average weighted number of shares in issue.
2022 2021
ZWL ZWL
Determination of headline earnings
Basic earnings 14,724,149,719 2,295,896,344
Adjustments for headline earnings (7,604,687,820) (307,305,357)
Tax effect 41,169,984 (29,777,654)
Total 7,160,631,883 1,958,813,333
The Group owns shares in Delta, Econet, Ecocash and Starafrica (all listed on the Zimbabwe Stock Exchange) as a way of value
preservation. The fair value of these investments is based on the prevailing Zimbabwe Stock Exchange quoted prices as at 31 October
2022.
The movement in financial assets held at fair value through profit or loss was due to the currency market trends at the Zimbabwe Stock
Exchange. The stock market crashed in 2022 due to the tightening of borrowing policies and interest rate escalations.
2022 2021
ZWL ZWL
11 SEGMENT INFORMATION
For management purposes, the Group is organised into business units based on their products and services and has four reportable
segments as follows:
a) The Logistics cluster offers end-to-end logistics services. Bak logistics primarily handles and offers storage facilities. Premier Forklifts
hires out lifting equipment and sells forklifts and forklift spares. Key logistics offers port clearing services. Car rental services hires
out vehicles and has the rights to use of the Avis Rent A Car and Budget franchises.
b) The Agriculture cluster is involved in the auctioning, packaging, production and retailing of agricultural commodities. Business
units under this cluster includes Agricura which produces and supplies agro chemicals and animal health remedies; Propak Hessian,
produces hessian cloth which is the primary tobacco wrapping material and tobacco paper. Chimayo Investments comprises of
Dalston farm which produces and sells farm produce. Tobacco Sales Floor handles the tobacco auctioning business.
c) The Real estate cluster rents and develops industrial properties to both third parties and Group companies.
d) The Services cluster provides strategic direction, coordination of Group activities and shared services in finance and treasury, human
resources, procurement and information technology to Group companies.
No operating segments have been aggregated to form the above reportable operating segments.
Management monitors the operating results of its business units separately for the purpose of making decisions about resource allocation
and performance assessment. The Executive Management Committee is the Chief Operating Decision Maker.
79
Notes to the consolidated inflation adjusted
financial statements (cont.)
Segment performance is evaluated based on operating profit or loss and is measured consistently with operating profit or loss in the
consolidated financial statements.
However, Group financing (including finance costs and finance income) and income taxes are managed on a Group basis and are
not allocated to operating segments. Transfer prices between operating segments are on an arm’s length basis in a manner similar to
transactions with third parties.
*Intersegmental
Elimination and
Logistics Agriculture Real estate Services adjustments Consolidated
Year ended 31 October 2022 ZWL ZWL ZWL ZWL ZWL ZWL
Revenue
Sale of goods 381,276,260 7,078,540,938 - - (125,095,791) 7,334,721,407
Rendering of services 6,707,117,691 2,143,728,481 - 814,573,193 (1,531,194,094) 8,134,225,271
Rental income - 1,790,897,668 1,824,062,863 - (1,340,914,495) 2,274,046,036
Total revenue 7,088,393,951 11,013,167,087 1,824,062,863 814,573,193 (2,997,204,380) 17,742,992,714
Revenue
Sale of goods 216,574,159 5,882,050,952 - - (314,822,426) 5,783,802,685
Rendering of services 4,771,466,129 2,423,099,611 - 460,726,706 (1,030,125,025) 6,625,167,421
Rental income - 1,485,285,474 1,571,058,650 - (1,359,586,594) 1,696,757,530
Total revenue 4,988,040,288 9,790,436,037 1,571,058,650 460,726,706 (2,704,534,045) 14,105,727,636
80
Integrated Annual Report 2022
Inter-segment revenues, if any are eliminated on consolidation. All other adjustments and eliminations are part of detailed reconciliations
presented above.
*The Group owns properties for storage and warehouse purposes that are leased to other Group companies and the head office offers
management services to Group companies at terms and conditions similar to third parties.
2022 2021
ZWL ZWL
Reconciliation of profit
Segment operating profit 12,772,593,375 4,035,845,922
Fair value adjustments on financial assets held at FVTPL (463,492,676) 584,007,609
Net exchange gains/(losses) 3,045,125,666 (170,820,655)
Monetary gain/(loss) 3,401,592,543 (452,835,573)
Finance income 298,302 1,631,951
Finance costs (1,610,793,753) (615,174,512)
Reconciliation of assets
Segment operating assets 56,719,314,100 32,235,727,016
Financial assets held at FVTPL 276,352,604 739,825,219
Right of use asset 841,301,822 833,876,122
Intangible assets 193,461,887 211,624,529
Reconciliation of liabilities
Segment operating liabilities 3,762,590,614 2,428,291,437
Deferred tax liabilities 6,003,528,415 2,229,967,950
Current tax payable 1,058,755,818 2,616,296,323
Lease liabilities 607,928,646 347,455,447
Interest bearing loans and borrowings 2,743,515,749 924,237,491
Geographical information
The Group operates principally in Zimbabwe. There are no operations which occur outside Zimbabwe.
All the revenue information is based on the location of the customers. The Group does not generate revenue from a single customer that
exceed 10% of its total revenue.
81
Notes to the consolidated inflation adjusted
financial statements (cont.)
As at 1 November 2021
Cost or fair value 6,122,714,378 3,576,081,865 1,788,398,668 755,779,993 51,352,053 1,615,562,244 13,909,889,201
Accumulated depreciation (56,759,831) (1,595,167,375) (734,496,373) - (17,116,772) (761,639,336) (3,165,179,687)
Net Book Value 6,065,954,547 1,980,914,490 1,053,902,295 755,779,993 34,235,281 853,922,908 10,744,709,514
As at 31 October 2021
Opening net book value 6,065,954,547 1,980,914,490 1,053,902,295 755,779,993 34,235,281 853,922,908 10,744,709,514
Revaluation 1,081,712,896 - - - - - 1,081,712,896
Additions 132,522,902 135,013,930 286,322,821 132,120,367 - 755,081,184 1,441,061,204
Disposals at cost - (45,709,695) (107,058,066) - - - (152,767,761)
Accumulated depreciation
on disposals - 47,335,417 78,372,105 - - - 125,707,522
Depreciation charge (76,198,708) (357,336,389) (469,295,742) - (10,264,314) (205,372,771) (1,118,467,924)
Closing net book value 7,203,991,637 1,760,217,753 842,243,413 887,900,360 23,970,967 1,403,631,321 12,121,955,451
As at 31 October 2021
Cost or fair value 7,336,950,176 3,665,386,100 1,967,663,423 887,900,360 51,352,053 2,370,643,428 16,279,895,540
Accumulated depreciation (132,958,539) (1,905,168,347) (1,125,420,010) - (27,381,086) (967,012,107) (4,157,940,089)
Net book value 7,203,991,637 1,760,217,753 842,243,413 887,900,360 23,970,967 1,403,631,321 12,121,955,451
As at 31 October 2022
Opening net book value 7,203,991,637 1,760,217,753 842,243,413 887,900,360 23,970,967 1,403,631,321 12,121,955,451
Revaluation 6,838,691,774 - - - - - 6,838,691,774
Additions 12,849,787 1,020,056,552 589,168,293 1,193,892,127 - - 2,815,966,759
Disposals - (531,777) (32,723,835) - - - (33,255,612)
Transfer to inventory - - - (1,005,137) - - (1,005,137)
Transfers to PPE - - - (47,302,409) - 47,302,409 -
Accumulated depreciation
on disposals - 255 27,289,567 - - - 27,289,822
Depreciation charge (70,073,197) (623,956,297) (282,315,184) - (10,264,441) (51,931,618) (1,038,540,737)
Closing net book value 13,985,460,001 2,155,786,486 1,143,662,254 2,033,484,941 13,706,526 1,399,002,112 20,731,102,320
As at 31 October 2022
Cost or fair value 14,188,491,737 4,684,910,875 2,524,107,881 2,033,484,941 51,352,053 2,417,945,837 25,900,293,324
Accumulated depreciation (203,031,736) (2,529,124,389) (1,380,445,627) - (37,645,527) (1,018,943,725) (5,169,191,004)
Net book value 13,985,460,001 2,155,786,486 1,143,662,254 2,033,484,941 13,706,526 1,399,002,112 20,731,102,320
**There are non-cash additions amounting to ZWL86,665,650 in 2021: 2022(Nil). There were no contractual commitments for the
acquisition of property, plant and equipment as at 31 October 2022. The Group had pledged Stand 161 Willowvale, Tobacco Producers
Floor and Bak Storage -106 Dartford Road during the year.
Fair value of Land and buildings was determined by Dawn Property Consultancy professional valuers using ZWL inputs. Inputs applied
include comparable rentals, locality, size and quality of finishes. Replacement costs rental income and capital values were also used to
come up with the property value. However, in 2021 these values were determined using the USD inputs due to the unavailability of the
ZWL inputs.
Bearer plants comprise of 50 hectares (25 hectares-2021) of banana plantations. The 50 hectares has an estimated life of 10 years. The
bearer plants are included in property, plant and equipment in compliance with IAS 41 and IAS 16 requirements. The banana plantation
met the definition of a bearer plant. Management opted for the cost model to account for the banana plantation. The asset is initially
measured at cost and subsequently at cost less any accumulated depreciation.
82
Integrated Annual Report 2022
A valuation model in accordance with that recommended by the International Valuation Standards Committee has been applied. Further
IFRS 13 requirements have been disclosed on Note 17.
Fair value
Fair valuation of the investment properties was performed by Dawn Property Consultancy. Refer to Note 17 for the full approach to the
valuation.
One of the Group investment properties will undergo demolition at the onset of the 2023 financial year. The decision to demolish was
made prior to year end. The fair value of the building which is located at number 28 Simon Mazorodze, Southerton, Harare was excluded
in coming up with the fair value above (ZWL3,766,920,903).
There are no contractual obligations to purchase, construct or develop investment property for repairs, maintenance or enhancements.
2022 2021
ZWL ZWL
Net profit arising from investment properties carried at fair value 2,052,554,221 1,099,776,372
The Group has no restrictions on the realisability of its investment property except for those pledged as security. There is a pledge of
assets in respect of overdraft and bank borrowings. The Group has pledged part of its investment property with a fair value of ZWL13,3
billion (2021 ZWL12 billion).
The Group had pledged Stand 161 Willowvale, Tobacco Producers Floor and Bak Storage -106 Dartford road during the year.
83
84
14 BIOLOGICAL ASSETS
2021
Seasonal Crops Tobacco Maize Seed Maize Soybean Wheat Bananas Katambora Total
Fair value at the beginning of the year 72,772,604 - - - - 12,416,993 1,818,181 87,007,778
Increase due to purchases/physical
changes/establishment 128,846,265 109,057,198 7,091,907 122,687,286 231,277,100 116,274,916 4,167,600 719,402,272
Decrease due to harvest/physical change (426,461,634) (100,054,960) (21,327,838) (163,314,226) (219,116,251) (117,075,299) - (1,047,350,208)
Transfer to inventory - (33,550,667) - (22,996,274) (22,986,274) - - (79,533,215)
Net change in fair value less
estimated cost to sale 327,762,711 24,548,429 14,235,931 63,623,214 10,825,425 86,298,842 (74) 527,294,478
Closing balance as at 31 October 2021 102,919,946 - - - - 97,915,452 5,985,707 206,821,105
Decrease due to harvest/physical change (587,571,965) (191,058,328) (72,309,182) (237,049,594) (850,862,225) (164,986,851) (7,221) (2,103,845,366)
Transfer to inventory - (14,269,282) - (23,937,631) (32,750,664) - - (70,957,577)
Net change in fair value less
estimated cost to sale 378,015,646 49,589,517 14,219,351 129,959,850 541,986,608 158,858,875 (11,565,342) 1,261,064,505
Closing balance as at 31 October 2022 294,350,113 790,561 - - - 139,669,950 5,951,119 440,761,743
Tonnes produced
Notes to the consolidated inflation adjusted
The Group’s biological current assets comprise of tobacco 60 hectares (2021: 60 hectares), and bananas 50 hectares (2021: 25 hectares).
The tobacco produce relates mainly to the leaves which are then processed to produce flue cured tobacco. During the year the farm produced 409tns of tobacco at a yield of 3.2tns/
Ha. Banana produce relates to the fruit that is harvested from the banana plantation. The farm sold 893tns of bananas during the year and attained a yield of 35tns/ Ha.
Wheat, soya beans and commercial maize are sold to the Grain Marketing Board of Zimbabwe. Tobacco, wheat, soya beans and maize produce have a short life cycle of less than
one year, whilst the banana fruit is perishable. Fair value of the biological assets is determined by reference to the average theoretical life span of crops and the prevailing market
prices. Fair value adjustments recognised in biological assets of (ZWL1,261,064,505), 2021: (ZWL527,295,478) have been recorded through profit or loss. Seed maize, soya beans
and wheat were not in season at year end, hence these were not valued as they had nil balances. Changes in commodity prices risk is managed by regularly reviewing the local and
foreign market prices of tobacco, wheat, maize and soya beans. None of the biological assets have been pledged as security. The detailed fair value on Biological assets is on Note
17.4. There were no notable impacts of climate change or adverse weather conditions. Most of the crops are under irrigation. The farm has a dam which mitigates negative impact
of drought and unforeseeable changes in the climate.
Integrated Annual Report 2022
Rights to use
franchise Computer
Goodwill name software Total
ZWL ZWL ZWL ZWL
15 INTANGIBLE ASSETS
Cost
As at 01 November 2020 143,664,173 - 65,203,938 208,868,111
Acquisition of computer software - 46,810,282 3,137,415 49,947,697
The goodwill relates to the acquisition of Premier Forklift (Private) Limited by Bak Logistics (Private) Limited, which enabled the Group to
increase its value proposition to its client and enjoy economies of scale.
The Group does not have intangible assets whose title is restricted, and no intangible asset is pledged as security for liabilities. There
were no contractual commitments for the purchase or development of intangible assets as at 31 October 2022.
Free cashflows that will be realised from 2023 factored for expected growth for the remaining useful life of the asset.
Gross margins
The gross margins used in the calculation is based on the forecasts of the CGU revenue for the next 5 years. The gross margins lie
between 13%-18% (2021: 20%-29%).
Discount rates
The discount rate calculation is based on the specific circumstances of the Group and its operating segments and is derived from its
weighted average cost of capital of 15% per annum (In USD terms) (2021: 9% per annum).
The Group carried out an impairment assessment in 2022 using the above assumptions and there was no indication of impairment.
In 2021 there was an impairment loss processed due to loss of key employees and the anticipated loss of customers.
85
Notes to the consolidated inflation adjusted
financial statements (cont.)
16 LEASES
Below is a summary of the right of use asset and the lease liabilities:
2022 2021
Right of use asset (Properties) ZWL ZWL
As at 1 November 2021
Opening balance 833,876,122 1,191,450,650
Lease modification 468,664,581 (28,334,951)
Inflation adjustments (2,529,150) -
Depreciation expense (458,709,731) (329,239,577)
Lease liabilities
Opening balance 347,455,447 443,000,992
Lease modification 468,664,581 (28,334,951)
Accretion of interest 101,131,839 116,824,997
Payment of principal portion of lease liabilities (375,483,761) (255,123,423)
Inflation adjustments 66,160,540 71,087,832
Lease modification refers to the changes that happened on the two leases held between Robert Root and Bak Logistics, and Chimayo and
Mr. Jongwe. The Robert Root lease was extended for a further two years in June 2022 and the minimum lease consideration for Chimayo
was also increased in August 2022.
Discounting rates for the Robert Root lease changed from 52,7% to 14%, this lease further changed from ZWL lease to a USD lease
whilst the Chimayo lease discount rate changed from 15% to 14%.
86
Integrated Annual Report 2022
Industrial 14,604,349,097 11,137,081,908 Income Rental per ZWL ZWL332- 1% decrease in 1% increase in
buildings capitalisation square meter ZWL ZWL450 rent per square rent per square
(2021: US metre will result metre will result
ZWL1,20-3,50) in a decrease in an increase
in fair value by in fair value by
ZWL369,066,069 ZWL342,629.565
Profit or Loss at
Level 1 Level 2 Level 3 Fair Value for IP
ZWL ZWL ZWL ZWL
Fair value hierarchy:
Investment Property at fair value
31 October 2022 - - 21,296,279,097 9,324,081,363
31 October 2021 - - 11,971,873,108 536,224,836
Fair value of Investment Property was determined by using the valuation performed by Dawn Property Consultancy. Inputs applied
include comparable rentals, locality, size and quality of finishes. Replacement costs rental income and capital values were also used to
come up with the property value, however for 2021 these values were determined using the USD inputs due to the unavailability of the
ZWL inputs.
The valuers applied the implicit investment approach base on the capitalisation of income as rents and capital values are inter related
Comparable rentals were annualised and a capitalisation factor was then applied to give a market value for the property Other
unobservable inputs used in the valuation technique includes; Gross replacement costs of similar assets in markets ,general life span of
50-60 years based on use, obsolescence, age and maintenance patterns.
87
Notes to the consolidated inflation adjusted
financial statements (cont.)
The Group owns shares in Delta, Econet, Ecocash and Star Africa. The fair value of the quoted equities was based on the market value as
at 31 October 2022 as quoted by the Zimbabwe Stock Exchange.
88
Integrated Annual Report 2022
Description of valuation techniques used and key inputs to valuation of Biological assets:
Type of
Biological Fair Value 31 Fair Value 31 Valuation
Asset October 2022 October 2021 technique Key unobservable inputs Inputs weighted range
Tobacco 113 350 294 102 919 946 Discounted Expected yield per hectare 490T (2021: 399T)
cash flow Price per ton ZWL2,092,284 (2021: ZWL35,000)
Cost to maturity and costs to sell ZWL1,218,265 (2021: 32,618)
Maturity level 44% - 100%
Banan afruit 139 669 950 97 915 452 Discounted Expected yield per hectare 559T (2021: 875T)
cash flow Price per ton ZWL250,000 (2021: ZWL55,000)
Cost to maturity and costs to sell ZWL0 (2021: ZWL0)
Maturity level 76% -100%
Katambora** 5 951 119 5 985 707 Discounted Expected yield per hectare 30T
cash flow Cost to maturity and costs to sell ZWL19,460,755
Maturity level 52%
Maize 790 561 - Discounted Expected yield per hectare 2,050T (2021:1,021 T)
cash flow Price per ton ZWL114,160 (2021: ZWL26,569)
Cost to maturity and costs to sell ZWL26,056 (2021: ZWL3,380)
Maturity level 5%
Seed maize* - Discounted Expected yield per hectare 90T (2021: 268T)
cash flow Price per ton ZWL838,249 (2021 :ZWL80,273)
Cost to maturity and costs to sell ZWL34,814 (2021 :ZWL5,110)
Maturity level 0%
Soybean* - Discounted Expected yield per hectare 1,003T (2021 :1,794T)
cash flow Price per ton ZWL251,680 (2021: ZWL52,776)
Cost to maturity and costs to sell ZWL16,030 (2021: ZWL4,850)
Maturity level 0%
Wheat* - Discounted Expected yield per hectare 2,582T (2021:1,238T)
cash flow Price per ton ZWL354,055 (2021: ZWL64,390)
Cost to maturity and costs to sell ZWL12,159 (2021: ZWL4,850)
Maturity level 0%
* These are annual crops - No sensitivity analysis as these crops were not held at the beginning and end of the year.
**These have been valued at cost as there were no observable market prices in the period.
The inputs indicated above were used to value the biological assets and to transfer the biological assets to inventory and subsequently
sold in the course of the year.
The valuation of biological assets is exposed to changes in sensitive parameters such as the average selling prices and yields.
Below is an analysis of the degree of sensitivity of fair value of biological assets to a 5% movement in significant inputs.
2022 2021
ZWL ZWL
Maturity level sensitivity - 5%
Impact of 5% increase in maturity level on fair value of biological assets 11,583,025 6,283,292
Impact of 5% decrease in maturity level on fair value of biological assets (21,701,003) (8,714,592)
89
Notes to the consolidated inflation adjusted
financial statements (cont.)
Valuation process
The Group finance team performs the Group`s valuation of the Biological Assets for financial reporting purposes including level 3 fair
values.
The team reports directly to the Audit and Risk Committee and the valuations are reviewed every six months, per the groups half yearly
reporting requirements.
The main level inputs used by the Group are derived and evaluated as below. For the following inputs the higher the input the higher the
market value:
* Yield is determined by the age of the plantation, historical yields, climate induced variations, severe weather events, plant losses and
new plantations coming into production.
* Commodity prices that are quoted for the relevant produce, these are considered observable;
* Maturity level of the asset which is measured from a range of 0 - 100%;
* Budgeted cost of production based on historical trends and market information/(cost to maturity);
* Forecast cost to sale, these are regulator determined and considered observable.
Other
Comprehensive
Level 1 Level 2 Level 3 income
ZWL ZWL ZWL ZWL
17.4 Property, plant and equipment
Sensitivity analysis to significant changes in unobservable inputs within Level 3 of the hierarchy
An increase or decrease in all the rental per square meter used in the fair value measurement categorised within Level 3 of the fair value
hierarchy of the Group’s land and buildings will result in an increase or decrease in fair value of land and buildings.
An increase in the capitalisation rate will result in a decrease in fair value whilst a decrease in the capitalisation rate will result in an
increase in fair value.
Description of valuation techniques used and key inputs to valuation of Property Plant and Equipment
Fair value at
Class of Fair value at 31 October Valuation Key Sensitivity of the
property 31 October 2021 2021 technique inputs Range Weighted Input to fair value
Land and 13,985,460,001 7,203,991,637 Income Rental per ZWL ZWL332- 1% decrease in 1% increase in
buildings capitalisation square meter ZWL ZWL450 rent per square rent per square
(2021: US metre will result metre will result
ZWL1,20-3,50) in a decrease in an increase
in fair value by in fair value by
ZWL369,066,069 ZWL342,629,565
Refer to Note 12 for the 2021 and 2022 valuation on property, plant and equipment.
90
Integrated Annual Report 2022
2022 2021
18 INVENTORIES ZWL ZWL
Total inventories at the lower of cost and net realisable value 2,572,419,714 2,970,911,396
7,578,663,059 2,895,638,246
Included in other Prepayments is Mvurwi Tobacco Auction floor prepayments expenses. The Group entered into a arrangement with
Starcro to construct a warehouse in Mvurwi. The agreement is being finalised whilst the construction is in progress. Total costs incurred
as at year end amounts to ZWL835,758,857.
The Group decided to buy the shareholding of minority interest in Agricor from Corteva Agriscience Netherlands. Corteva holds 32.52%
in Agricor (Private) Limited. The Group paid ZWL326,311,603 to Corteva and the balance will be remitted in the next financial year.
This amount is a prepayment for the shares that will be transferred upon full payment of the consideration. The risk /rewards had not
transferred to the Group at 31 October 2022.
Trade receivables are non-interest bearing and are generally on terms of 30 to 90 days. Other receivables are non-interest bearing and
are generally on terms of 30 to 60 days term. As at 31 October, the ageing analysis of trade receivables is as follows:
See Note 30 on credit risk of trade receivables ,which discusses how the Group manages and measures credit quality of trade receivables
that are neither past due nor impaired. The allowance for credit losses, for trade and other receivables losses represents management’s
estimate of probable losses inherent in the Group’s trading activities. The allowance for credit losses for trade and other receivables
represents the estimated probable credit losses. Cash recovered on previously written down amounts are recorded as other income in
these financial statements.
The Group performs periodic and systematic detailed reviews of its credit portfolio to identify credit risks and to assess the overall
collectability of those positions. The allowances on certain homogeneous trade receivables which are generally identified with reference
to nature of product or business model, is based on aggregated trade receivables balance. Loss forecast models are utilised in determining
the credit losses, and these include, but not limited to, historical loss experience, estimated defaults or foreclosures based on trade
receivables trend, delinquencies, economic conditions and credit scores.
These models are reviewed regularly to ensure the decisions are based on more recent information that is reflective of current
environment.
91
Notes to the consolidated inflation adjusted
financial statements (cont.)
2022 2021
ZWL ZWL
19.1 Inventory prepayments
Inventory prepayments 1,185,225,725 713,200,891
Inventory prepayments are due to payments in advance to foreign suppliers on purchases of raw materials and products.
ZWL
2022 2021
ZWL ZWL
Cash at banks earns interest at floating rates based on daily bank deposit rates.
At 31 October 2022, the Group had undrawn available loan facilities of ZWL784 million (2021: ZWL384 million).
The Group has pledged some of its properties in order to fulfil collateral requirements (Note 12).
2022 2021
ZWL ZWL
Interest is charged on all bank overdrafts and loans at the banks agreed rates.
92
Integrated Annual Report 2022
ZWL ZWL
Issued Share Capital
At 1 November 2021 627,941,326 627,941,326
Increase due to issue of new shares 1,811,284 -
At 31 October 2022 629,752,610 627,941,326
2022 2021
ZWL ZWL
Share Premium
At 1 November 2021 509,735,435 509,735,435
Increase due to issue of new shares - -
Ended 31 October 2022 509,735,435 509,735,435
Number ZWL
Unissued shares
Ended 31 October 2021 242,897,555 242,897,555
Movement during the year (2,516,717) -
Ended 31 October 2022 240,380,838 242,897,555
The unissued shares, other than those under option are under the control of the directors for an indefinite period of time and are subject
to the limitation of the Companies Act (Chapter 24:03) and the Zimbabwe Stock Exchange.
The Group had 4,629,328 (2021: 4,629,328) treasury shares which are included in the issued share capital.
93
Notes to the consolidated inflation adjusted
financial statements (cont.)
22 INTEREST-BEARING LOANS
2022 2021
ZWL ZWL
22.1 Current
Local interest bearing loans and borrowings 2,743,515,749 921,971,844
22.2 Non-current
Local interest bearing loans and borrowings - 2,265,647
Secured loans
There is a negative pledge of assets in respect of overdrafts and bank borrowings. The Group has pledged part of its freehold property
with counterparties have an obligation to return the securities to the Group. Properties pledged are Stand 193 and 106 Dartford Road,
Willowvale Township, Harare.
There are no other significant terms and conditions associated with the use of collateral.
The loan with ZB Bank amounts to ZWL847,181,992 at an interest rate of 103%, NMB bank loan amount is ZWL1,896,333,755 (USD
loan for USD3 million) at 14% interest. All these loans are on a 12 months tenure.
Total liabilities from financing activities 924,237,491 2,271,072,219 (908,239,721) 456,445,760 2,743,515,749
2022 2021
ZWL ZWL
23 TRADE AND OTHER PAYABLES
94
Integrated Annual Report 2022
23.1 Provisions
General Provisions Employee Benefits Provisions
Shrinkage
Shrinkage provision for customer goods in our warehouses is provided on the basis of potential pilferage and loss due to unforeseen
events. The provision is based on the estimated loss based on the value of the goods so kept. The timings of the cash out-flows are by
their nature uncertain.
Gratuity
Gratuity for employees is provided on the basis of estimated amounts for contract or seasonal employees and performing employees on
retiring or termination after continuous years of service. An assessment is done every 12 months and a provision is made based on that
assessment, out-flows are by their nature uncertain.
Royalties
The Group is charged royalties for the use of the Avis Budget franchise name. This provision is calculated and is subject to verification
before invoicing.
Sundry provisions
Sundry provisions mainly relate to provisions for commissions and insurance which are mainly short term. The timing of the cash out-
flows are by their nature uncertain.
95
Notes to the consolidated inflation adjusted
financial statements (cont.)
2022 2021
24 CASH DIVIDENDS ON ORDINARY SHARES DECLARED AND PAID ZWL ZWL
A final dividend of USD0.0012 cents was declared and not paid for 2022 financial year.
25 EMPLOYEE BENEFITS
The Group has an Executive Share Appreciation Rights (ESARs) scheme introduced in 2019, under which options to subscribe for the
Group’s shares have been granted to executive directors and senior management of the parent at the discretion of the Board. These
options are granted to employees with more than 24 months service. The exercise price of the share options is less than the market price
of the underlying share on the grant date. The share options vests if the beneficiary remains employed within the Group for at least three
years after the grant date.
The fair value of the ESARs is estimated at the grant date using the Black Scholes option pricing model, taking into account the terms and
conditions on which the share options were granted.
The expense recognised for the employee services received during the year was ZWL2,081,844 and (2021: ZWL5,098,765)
2022 2021
NUMBER NUMBER
96
Integrated Annual Report 2022
2022 2021
ZWL ZWL
27 CASH FLOW INFORMATION
97
Notes to the consolidated inflation adjusted
financial statements (cont.)
The following table provides the total amount of transactions that have been entered into with related parties for the relevant financial
year.
The amounts disclosed in the table above are the amounts recognised as an expense during the reporting period related to key
management personnel. Generally the Non-Executive Directors do not receive pension entitlements from the Group. Key management
refers to Executive Directors.
Intersegmental Transactions
Sales between segments are carried out at arms length and are eliminated at consolidation.
Due to subsidiaries
Propak Properties 46,739,051 57,121,595
TPF 54,087,856 349,878,275
Avis Rent A Car 77,136,056 -
Bak Storage 268,579,448 369,258,308
HGPV 359,413,815 272,194,303
BAK Logistics 637,809,118 12,710,760
TSL Mauritius 715,402,369 -
Chimayo Investments 1,041,400,580 314,426,098
TSF 2,486,590,056 618,042,888
TWE Properties - 133,132,305
Propak Hessian - 994,777,852
TSL Limited - -
5,687,158,349 3,121,542,384
98
Integrated Annual Report 2022
*The Directors made a decision to purchase the Budget brand in 2021 to align with the franchisor internationally and enhance product
offering locally. The Budget brand was previously owned by a company in which one of the Directors was a shareholder.
Future minimum rentals receivable under non-cancellable operating leases as at 31 October are as follows:
2022 2021
ZWL ZWL
Capital commitments
At 31 October 2022, the Group had authorised but not contracted for capital commitments of ZWL11,973,794,490 (2021:
ZWL957,487,043) relating to acquisition and construction of buildings and equipment.
The Group’s principal financial liabilities comprise loans as well as borrowings and trade and other payables. The main purpose of these
financial liabilities is to finance the Group’s operations and to provide guarantees to support its operations. The Group has loans, trade
and other receivables, and cash and short-term deposits that arise directly from its operations.
The Group is exposed to market risk, credit risk and liquidity risk.
The Group’s senior management oversees the management of these risks. The Group’s senior management is supported by a Finance and
Risk committee that advises on financial risks and the appropriate financial risk governance framework for the Group. The Finance and
Risk committee provides assurance to the Group’s senior management that the Group’s financial risk-taking activities are governed by
appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with Group policies and
Group risk appetite. The Board of Directors reviews and agrees policies for managing each of these risks which are summarised below.
Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices.
Market prices comprise four types of risk: interest rate risk, currency risk, commodity price risk and other price risk, such as equity price
risk. Financial instruments affected by market risk include loans and borrowings and deposits with banks.
99
Notes to the consolidated inflation adjusted
financial statements (cont.)
The Group’s Financial assets held at fair value through profit and loss are susceptible to market price risk arising from uncertainties about
future values of the investments held in those securities. The Group manages the price risk through diversification and by placing limits
on individual and total equity instruments. The Group’s board of directors reviews and approves all equity investment decisions.
The following table shows price changes on Financial assets held at FVTPL
Effect on profit Effect on
Change in year before Tax current asset
The sensitivity analysis in the following sections relate to the position as at 31 October in 2022 and 2021. The sensitivity analysis have
been prepared on the basis of movement in fuel prices which is key for the logistics, tobacco movement and agricultural streams. All
other factors are not considered material.
In calculating the sensitivity analysis, the sensitivity of the relevant income statement item is the effect of the assumed changes in
respective market risks.
The Group manages its interest rate risk by having a portfolio with favourable and fixed rate loans and borrowings. Approved short term
investments and funding instruments are at varying interest rates and mature within a year. To manage this, the Group’s policy is to adopt
a non-speculative approach to manage interest rate risk whilst maximising profit. The Group‘s exposure is limited as interest bearing
financial assets and financial liabilities have fixed market related interest rates to maturity.
10% 1,702,091,024
2022 (10%) (1,702,091,024)
10% 169,132,737
2021 (10%) (169,132,737)
100
Integrated Annual Report 2022
The Group limits exposure to foreign exchange rates fluctuations by either prepaying for purchases or retaining stock until the foreign
currency to settle the related liability has been secured. Exposures to exchange rate fluctuations and foreign loans are limited by the
Group treasury policy and are monitored by a Risk Committee. The carrying amount of the Group’s foreign currency denominated
monetary assets and liabilities at the reporting date denominated in the United States Dollars are as follows:
2022 2021
USD USD
Positive changes relates to increase in profit or increase in equity and negative changes to decrease in profit or equity.
Credit risk
Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a
financial loss. The Group is exposed to credit risk from its operating activities (primarily for trade receivables) and from its financing
activities, including deposits with banks and financial institutions, foreign exchange transactions and other financial instruments. The
Group is transacting mainly on cash and prepayments, limiting extending credit to its customers.
The Group has a fully fledged debt recovery and risk department, which compiles a detailed risk assessment of each customers, these
assessments include checking with the financial bureau for possible blacklisting ,analysing financial statements, checking with trade
references, payment history, age of current debt (for existing customers), financial performance reviews on liquidity and solvency ratios
and macro economic factors, inflation, foreign exchange and interest rates.
The financial institutions holding the company’s cash and cash equivalents have the following external credit ratings according to the
Global credit rating Company:
101
Notes to the consolidated inflation adjusted
financial statements (cont.)
Trade receivables
Customer credit risk is managed by each business unit subject to the Group’s established policy, procedures and control relating to
customer credit risk management. Credit quality of the customer is assessed based on an extensive credit rating scorecard and individual
credit limits are defined in accordance with this assessment. Outstanding customer receivables are regularly monitored.
The requirement for an impairment is analysed at each reporting date on an individual basis for major clients. Additionally, a large
number of minor receivables are grouped into homogeneous groups and assessed for impairment collectively.
Other receivables with no expected credit loss are grouped by nature, size of balances and segments, for example staff debtors, other
asset prepayments and VAT receivables. These are grouped together as they do not originate from the normal trading operations. Vat
receivable and advance payments are not financial instruments hence no expected credit losses. Staff debtors are recovered through
payroll and pensions hence no need for expected credit losses provisions.
The maximum exposure to credit risk at the reporting date is the carrying amount of the financial assets as disclosed in the Statement of
Financial Position. The Group measures the expected credit losses (ECL) for trade and other receivables at an amount equal to lifetime
ECL. Assumptions and techniques used to measure lifetime ECL include historical loss rates(write offs) of customers with similar profile,
results of follow ups on long outstanding debts, to date, forecast macro economic performance and impact on the sectors customers
operates(e.g. availability of foreign currency), commitments to payment plans.
The Group does not hold collateral as security. The Group evaluates the concentration of risk with respect to trade receivables as low,
as its customers are located in similar jurisdictions but operate in diverse industries with largely independent markets. The Group utilised
the simplified approach to calculate the expected credit loss includes fully providing for any receivable above the definition of default.
The Group also incorporates forward looking information.
The Group defines debtors to be in default if above 120 days. Some of the customers are invoiced in USD especially hessian customers,
these customers will then pay during the tobacco selling season, when their inflows start. There is a trading gap between rental of
hessian, tobacco auctioning processes and eventually receiving payment. This then rebuttes the presumption that default occurs when
a financial asset is 120 days past due.
Set out below is the information about the credit risk exposure on the Groups’ trade receivables using a provision matrix.
The current year was disaggregated to provide more relevant information to the stakeholders.
102
Integrated Annual Report 2022
Trade Receivables
31 October 2022
Total gross carrying amount 3,054,546,585 1,542,264,576 314,270,119 146,943,334 266,688,722 784,379,834
Expected loss ratio - (2%) (6%) (7%) (37%) (79%)
Expected credit loss (780,631,372) (36,049,636) (17,541,086) (10,407,041) (99,936,565) (616,697,044)
Expected Expected
gross credit ECL Net trade
amount loss rate amount debtors
- Logistics
Amount not due & limited risk of default
(Debtor in current with no history of default) 666,914,305 0.28% (1,894,947) 665,019,358
- Agriculture
Amount not due & limited risk of default
(Debtor in current with no history of default) 843,936,528 4% (32,756,551) 811,179,977
103
Notes to the consolidated inflation adjusted
financial statements (cont.)
Trade receivables
31 October 2021
Total gross carrying amount 2,822,077,971 1,066,501,621 402,107,388 662,275,726 593,436,846 97,756,390
Expected loss ratio - 10% 3% 2% 23% 31%
Expected credit loss (295,890,576) (101,803,451) (11,735,082) (13,980,936) (138,002,490) (30,368,617)
The Group’s accounting policy is to use the practical expedient that financial assets with ‘low’ credit risk at the reporting date are deemed
not to have a significant increase in credit risk. In assessing whether the credit risk on a financial instrument has increased significantly
since initial recognition, the Group compares the risk of a default occurring at the reporting date based on the remaining maturity of the
instrument with the risk of default occurring that was anticipated at reporting date when the financial instrument was first recognised.
The Group considers both qualitative and quantitative information that is reasonable and supportable when making this assessment,
including historical experience and forward looking information that is available without undue costs or effort based on the Group
historical experience and expert credit assessment including forward looking information.
The Gross amount of receivables increased by 254% whilst the expected credit loss only increased by 132%.This show a positive debt
collection trend as evidenced by the drop in expected loss ratio.
The limits are set to minimise the concentration of risks and therefore mitigate financial loss through potential counterparty’s failure.
The Group’s maximum exposure to credit risk is the carrying amount of the bank and cash deposit balances in the statement of financial
position at 31 October 2022 and 2021.
Liquidity risk
The Group’s objective is to maintain a balance between continuity of funding and flexibility through the use of bank overdrafts, bank
loans and lease contracts. The Group’s policy is to generally borrow on a short term basis and that total borrowings are limited by clauses
in the memorandum and articles of association of the Group companies. The Board also monitors the Group’s exposure to interest rates
on a quarterly basis. The Group monitors its risk of a shortage of funds using a liquidity planning tool.
The Group assessed the concentration of risk with respect to refinancing its debt and concluded it to be low. The Group has access to a
sufficient variety of sources of funding including, mortgages, short term overdrafts and debt maturing within 12 months can be rolled
over with existing lenders.
104
Integrated Annual Report 2022
The table below summarises the maturity profile of the Group’s financial liabilities based on contractual undiscounted payments.
Less than 3 to 12
3 months months 1 to 5 years Total
ZWL ZWL ZWL ZWL
Year ended 31 October 2022:
Liabilities
Interest-bearing loans and borrowings - 2,743,515,749 - 2,743,515,749
Lease liabilities - 331,484,380 276,444,266 607,928,646
Trade and other payables 3,395,351,430 - - 3,395,351,430
Bank overdraft 3,173,329 - - 3,173,329
3,398,524,759 3,075,000,129 276,444,266 6,749,969,154
The present values of the balances due within 12 months are equal to their carrying amount, the impact of discounting is insignificant.
Capital management
The primary objective of the Group’s capital management is to ensure that it maintains a strong credit rating and healthy capital ratios
in order to support its business and maximise shareholder value. The Group manages its capital structure and makes adjustments to
it in light of changes in economic conditions. To maintain or adjust the capital structure, the Group may adjust the dividend payment
to shareholders, return capital to shareholders or issue new shares. No changes were made in the objectives, policies or processes for
managing capital during the years ended 31 October 2022 and 2021.
The Group monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt. The Group’s policy is to keep
the gearing ratio below 30% .The Group includes within net debt, interest bearing loans and borrowings, trade and other payables, less
cash and cash equivalents.
Collateral
There is a pledge of assets in respect of overdrafts and bank borrowings. The counterparties have an obligation to return the securities to
the Group. There are no other significant terms and conditions associated with the use of collateral. The carrying amount of assets held
as collateral amounts ZWL13,3 billion, 2021: (ZWL12 billion). Refer to Note 22.2 for the assets pledged.
105
Notes to the consolidated inflation adjusted
financial statements (cont.)
Ownership Ownership
interest held interest
Name of entity Principal activities Location by the Group Held by Minority
Agricura (Pvt)Ltd Retailing of Agro-inputs Zimbabwe 67.5% 32.5%
Chemco (Pvt) Ltd Holding Company for Auckland and Rumivite Zimbabwe 100% -
Auckland (Pvt) Ltd Property Company Zimbabwe 100% -
Rumivite (Pvt) Ltd Property Company Zimbabwe 100% -
Propak Hessian Supply of topbacco hessian and paper Zimbabwe 100% -
Tobacco Sales Floor Auctioning of Tobacco Zimbabwe 100% -
Chimayo Investments Production of agricultural commodities Zimbabwe 100% -
Warehousing, distribution and transport services
Bak Logistics Forklift hire and sales, freight forwarding and Zimbabwe 99.9% 0.01%
customs clearing services
Car Rental Services Rental of motor vehicles Zimbabwe 100% -
TSL Properties Zimbabwe 100% -
HGP Vostermans Zimbabwe 100% -
Southerton Properties Zimbabwe 80% 20%
Tobacco Producers Floor Zimbabwe 100% -
Portfilio Management, development and owning
Propak Private Limited Zimbabwe 100% -
Ridwyn Zimbabwe 100% -
Tobacco Warehouse and
Zimbabwe 99% -
Export Company Limited
TSL Mauritius Treasury and administration Services Mauritius 100% -
TSL Botswana Treasury and administration Services Botswana 100% -
Tobacco Sales and
Treasury and administration Services Zimbabwe 100% -
Administration Services
Zimbabwe Merchantile Exchange is an associate between Financial Securities Exchange, TSL Limited and the Government of Zimbabwe.
The Company operates a commodities exchange.
106
Integrated Annual Report 2022
31.2 Financial information of the subsidiary that had a material non controlling interest - Agricor (Private) Ltd
Principal place of business: Harare, Zimbabwe.
Proportion of Ownership interests held by non-controlling interests: 32.52%(2021:32.52%).
2022 2021
ZWL ZWL
31.3 Summarised Statement of Profit or Loss for the year ended 31 October 2022
Financial information of the subsidiary that had a material non controlling interest - Southerton (Private) Limited
The Group has elected to measure NCI at the proportionate share of net asset.
2022 2021
ZWL ZWL
107
Notes to the consolidated inflation adjusted
financial statements (cont.)
33 CONTINGENT LIABILITIES
The Group recognises that in its normal course of operations it is possible that differences in interpretation of tax laws and regulations
may arise. The resolution of such differences may result in an obligation to the Group.
ASSETS
Non-current assets
Property, plant and equipment 11,037,620 -
Investment in subsidiaries 723,430,603 1,463,286,517
734,468,223 1,463,286,517
Current assets
Financial assets at FVTPL 276,352,604 739,825,219
Receivables 350,781,052 1,196,443
Amounts due from subsidiaries 1,574,074,690 630,775,136
Cash and short term deposits 45,336,243 33,566,078
2,246,544,589 1,405,362,876
Non-current liabilities
Interest bearing loans and borrowings - 2,265,708
Current liabilities
Short term loans and borrowings 847,181,992 788,398,427
Amounts due to subsidiaries 1,622,965,117 454,141,342
Bank overdraft 3,173,331 135,105,746
Accounts payables 30,895,995 12,056,596
2,504,216,435 1,389,702,111
Total equity and liabilities 2,981,012,812 2,868,649,393
108
Integrated Annual Report 2022
Due to subsidiaries
TPF Subsidiary Intragroup loans Borrowings - 623,827
Avis Rent A Car Subsidiary Intragroup loans Borrowings 31,539,283 106,782,106
BAK Logistics Subsidiary Intragroup loans Borrowings 597,501,806 100,740,912
TSL Properties Subsidiary Intragroup loans Borrowings 215,952,019 -
Chimayo Investments Subsidiary Intragroup loans Borrowings 14,053,314 3,996,395
TSF Subsidiary Intragroup loans Borrowings 763,918,695 33,611,698
Propak Hessian Subsidiary Intragroup loans Borrowings - 119,095,262
Southerton Properties Subsidiary Intragroup loans Borrowings - 89,291,142
Total amounts due
to subsidiaries 1,622,965,117 454,141,342
There is no ECL related to intercompany balances as these balances are recoverable through the Group treasury set off.
All these companies can easily settle balances if necessary. All Group accounts have the Chief Finance officer, Group Chief Executive
Officer and Group Central Treasury Officer as signatories.
34c Borrowings
Interest rate 2022 2021
% Maturity ZWL ZWL
Current
Local interest bearing loans and borrowings 80%-200%(2021:38%-65%) < 1 year 847,181,992 788,398,427
Non-current
Local interest bearing loans and borrowings 80%-200%(2021:38%-65%) >1 year - 2,265,708
Secured loans
There is a negative pledge of assets in respect of overdrafts and bank borrowings. The Company has pledged part of its investment
property with a carrying amount of ZWL13,3 billion (2021: ZWL12 billion) in order to fulfil the collateral requirements for the borrowings
in place. The counterparties have an obligation to return the securities to the Group. There are no other significant terms and conditions
associated with the use of collateral.
109
Notes to the consolidated inflation adjusted
financial statements (cont.)
Therefore an error has been noted as there is an understatement of cost of sales and fair value gains, the prior yea has been restated to
correct this.
The error has been corrected by restating each of the affected financial statements line items for the prior period as follows:
35.3 Incorrect inclusion of rental income in IFRS 15 revenue from contracts with customers
The Group erroneously presented rental income as part of revenue from contracts with customers in prior year. Rental income falls
under the scope of IFRS 16 and should be presented separately. The rental income has been separated from revenue from contracts
with customers. The total revenue from contracts with customers before the exclusion of the rental income was previously presented as
ZWL14,105,727,636 (restated for the purpose of IAS 29).This has been corrected to ZWL12,408,970,106 as demonstrated in Note 5.1.
The rental income for prior year was ZWL1,696,757,530 (restated for purposes of IAS 29). There is no impact on net profit before tax or
net profit after tax.
110
Integrated Annual Report 2022
The inflation adjusted financial statements form the primary set of financial statements of the Group.
The historical financial statements below are presented as supplementary financial information.
2022 2021
Restated
ZWL ZWL
36.1 Consolidated Statement of Profit and Loss
Revenue from contracts with customers
Sale of goods 4,775,594,814 1,373,115,796
Rendering of services 4,942,175,307 1,496,992,333
Attributable to:
Equity holders of the parent 20,482,494,438 1,642,290,799
Non-controlling interests 573,688,477 (14,402,961)
21,056,182,915 1,656,693,760
- Basic, earnings for the year attributable to ordinary equity holders of the parent 5,774 464
- Diluted, earnings for the year attributable to ordinary equity holders of the parent 5,774 464
*The Group changed the presentation to presenting by function ,instead of by nature and function done in prior year.
*The cost of sales transferred from Biological assets were not transferred at fair value in the prior year.
*Rental income has been separated from IFRS 15 revenue from contracts with customers unlike in prior year were it was included in
revenue from contracts with customers.
111
Notes to the consolidated inflation adjusted
financial statements (cont.)
ZWL ZWL
36 UNAUDITED HISTORICAL CONSOLIDATED FINANCIAL STATEMENTS (continued) 2022 2021
Non-current liabilities
Interest-bearing loans and borrowings - 614,346
Lease liabilities 276,444,266 60,245,521
Deferred tax liabilities 3,904,657,025 447,040,439
4,181,101,291 507,900,306
Current liabilities
Trade and other payables 3,500,445,292 853,856,883
Interest-bearing loans and borrowings 2,743,515,747 249,999,145
Bank overdrafts 3,173,329 55,839,844
Provisions 391,838,185 46,463,256
Lease liabilities 331,484,379 33,969,465
Income tax payable 1,063,839,753 389,994,972
Total liabilities 8,034,296,685 1,630,123,565
112
Integrated Annual Report 2022
Shareholder Analysis
113
Shareholder Analysis (cont.)
114
Integrated Annual Report 2022
NOTICE IS HEREBY GIVEN that the Sixty-fifth Annual General Meeting of the Shareholders of TSL Limited (“the Company”) will be held on 6th
July 2023 at 1200 hours physically in the Auditorium, Ground Floor, 28 Simon Mazorodze, Harare, Zimbabwe for the purpose of transacting the
following business:
ORDINARY BUSINESS
2. Dividend
To confirm payment of the interim dividend of ZWL134 cents per share in June 2022 and a final dividend of US$0.0012 per share April
2023, for the financial year ended 31 October 2022.
3. Directorate
3.1 To re-elect the following Director, Mr. Antony Mandiwanza, who retires by rotation in terms of the Articles of Association of the
Company and being eligible, offers himself for re-election:
Antony Mandiwanza is a distinguished businessman, leader of repute and successful farmer. He is the current Chairperson of TSL
Limited, the Chairperson of Zimbabwe Revenue Authority, and sits on other various boards. He is a holder of a Diploma in Food
Science and Dairy Technology from the West of Scotland Agricultural College and an MBA from the University of Zimbabwe. He
is the former CEO of Dairibord Holdings Limited, former chairperson of Barclays Bank Zimbabwe and president of Confederation
of Zimbabwe Industries (CZI), and Employers’ Confederation of Zimbabwe (EMCOZ). and a recipient of many awards including the
inaugural Director of Year (Zimbabwe) and Dairy Oscar Award.
3.2 To re-elect the following Director, Dr. Dahlia Garwe, who retires by rotation in terms of the Articles of Association of the Company
and being eligible, offers herself for re-election:
Dahlia is the current Corporate & Industry Affairs Executive at Tongaat Hulett Zimbabwe. Previously, she was the Chief Executive
Officer of the Tobacco Research Board (Kutsaga) having also worked for Kutsaga in various capacities in the past. She is a holder
of a PhD in Plant Molecular Biology from the University of Cape Town, an MSc degree in Biotechnology from the University of
Zimbabwe and a BSc Honours degree in Biochemistry from the same University. She has several peer-reviewed and non-peer-
reviewed papers and articles to her credit and is a Fellow of the Zimbabwe Academy of Sciences. Dahlia sits on the Boards of a
number of diverse companies and institutions and is the current Chairperson of Minerva Re, and Vice-Chairperson of the African
Agricultural Technologies Foundation (AATF).
3.3 To re-elect Ms. Jessica-Ann Gracie, who retires by rotation in terms of the Article of Association of the Company and being eligible,
offers herself for the re-election:
Jessica is a registered legal practitioner both in Australia and in Zimbabwe. She holds a double degree, Bachelor of Laws and Bachelor
of Arts (Politics) from the University of La Trobe, Melbourne, Australia. Jessica is currently a commercial legal advisor based in Harare
and has several years’ experience in corporate law having worked in both private and public listed companies, leading transactions
including corporate mergers and acquisitions.
4. Remuneration of Directors
To fix the budget for fees payable to Directors for the year ending 31 October 2023 and to confirm the actual amount paid for the year
ended 31 October 2022.
5. External Auditors
5.1 To approve the remuneration of the auditors for the previous year.
5.2 To confirm the appointment of Messrs. Grant Thornton Zimbabwe as external auditors for the Company for the ensuing year. This
shall be Messrs. Grant Thornton Zimbabwe first year of service as the external auditors of the Company.
115
Notice of the Annual General Meeting (cont.)
SPECIAL BUSINESS
ii. Acquisition shall be limited to the following class and aggregate maximum number of shares:
a) Class of shares: Ordinary;
b) Aggregate maximum number of shares to be purchased: 10% (ten percent) of the total number of Ordinary shares in the financial
year of the repurchase.
iii. The maximum and minimum prices respectively, at which Ordinary shares may be acquired will be the weighted average of the
market price at which such Ordinary shares are traded on the Zimbabwe Stock Exchange as determined over the five (5) business days
immediately preceding the date of the purchase of such Ordinary shares of the Company”.
The Directors will only exercise the authority if they believe that to do so will be in the best interests of the Shareholders generally. In
exercising this authority, the Directors will duly take into account following such repurchase, the ability of the Company to settle its debts
in the ordinary course of business, maintenance of an excess of assets over liabilities, and for the Company the adequacy of ordinary
capital and reserves as well as working capital.
Appointment of proxy
Any member entitled to attend and vote at the Annual General Meeting is entitled to appoint one or more proxies to attend, speak and
vote in his/her stead. A proxy need not be a member of the company. Proxy forms should be forwarded to reach the office of the Transfer
Secretaries, or the Group Company Secretary at least 48 hours before the commencement of the meeting. A proxy form is enclosed in the
Annual Report for the convenience of any shareholder who may not be able to attend.
Fadzayi Pedzisayi
Company Secretary
13 June 2023
116
Integrated Annual Report 2022
Proxy form
I/We . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . of. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
..........................................................................................................................
as my/our proxy to attend, speak and vote for me/us on my/our behalf at the Annual General Meeting of members of the Company to be held
virtually at https://eagm.creg.co.zw/eagmzim/Login.aspx on Thursday, 6 July 2023 commencing at 1200 hours, and any adjournment thereof.
Signature(s) of member(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
GENERAL NOTES:
In terms of the Companies and Other Business Entities Act (Chapter 24:31), a member entitled to attend and vote at a meeting is entitled to
appoint a proxy to attend and vote on a poll and speak in his stead.
i To be valid, the form of proxy should be completed and returned to the Group Company Secretary 28 Simon Mazorodze Road, Southerton,
Harare, Zimbabwe.
ii Completion of the form of a proxy does not preclude a person from subsequently attending and voting in person at the Annual General
Meeting.
CHANGE OF ADDRESS
The attention of shareholders is drawn to the necessity for keeping the Transfer Secretaries advised of any change in name and/or address and
banking details.
SHAREHOLDER’S SIGNATURE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . .
117
Shareholders’ Diary
118
Integrated Annual Report 2022
GRI
STANDARDS
2016 DISCLOSURE PAGE LOCATION AND NOTES
GRI:101 FOUNDATION 2016 GENERAL DISCLOSURES
ORGANISATIONAL PROFILE
GRI:102 – GENERAL DISCLOSURES 2016
102-1 Name of the organisation 6 Company Overview
102-2 Activities, brands, products, and services 9 Our Core Offerings and Brands
102-3 Location of headquarters 10 Business Scale and Geographical Footprint
102-4 Location of operations 10 Business Scale and Geographical Footprint
102-5 Ownership and legal form 8 Corporate Structure
102-6 Markets served 10 Business Scale and Geographical Footprint
102-7 Scale of the organisation 10 Business Scale and Geographical Footprint
102-8 Information on employees and other workers 10 Business Scale and Geographical Footprint,
30 Sustainability Performance
102-9 Supply Chain Our Strategy
102-11 Precautionary principle or approach 15 Chairman’s Statement and review of Operations
Enterprise Risk management
24
102-12 External initiatives 34 2022 Sustainability Initiatives
102-13 Membership associations 11 Memberships of the Organisation
STRATEGY
102-14 Statement from senior decision maker 15 Chairman’s Statement and Review of Operations
102-15 Key impacts, risks, and opportunities 13 Our Sustainable Business Model,
24 Enterprise Risk Management
ETHICS AND INTEGRITY
102-16 Values, principles, standards, and norms of 6 Company Overview
behaviour
GOVERNANCE
102-18 Governance Structure 18 Corporate Governance
20 Board of Directors
102-19 Delegating authority 18 Corporate Governance
102-20 Executive level responsibility for economic, 15 Chairman’s Statement of Review of Operations
environmental, and social impacts
102-21 Consulting stakeholders on economic, 40 Stakeholder Engagement
environmental, and social topics
102-22 Composition of the highest governance body 18,20 Our Leadership and Corporate Governance,
and its committees.
Board of Directors
102-23 Chair of the highest governance body 19 Board of Directors
102-24 Nominating and selecting the highest 20 Board of Directors
governance body
119
Global Reporting Initiative (GRI) content index (cont.)
GOVERNANCE
102-25 Conflicts of interest 20 Corporate Governance
102-26 Role of highest governance body in setting 20 Board of Directors
purpose, values, and strategy
102-27 Collective knowledge of the highest 20 Board of Directors
governance body
102-29 Identifying and managing economic, 15 Chairman’s Statement of Review of Operations
environmental, and social impacts
102-30 Effectiveness of risk management processes 24 Enterprise Risk Management
102-33 Communicating critical concerns 24 Enterprise Risk Management
102-34 Nature and total number of critical concerns 24,25,26 Enterprise Risk Management
102-35 Remuneration policies 21 Board of Directors
102-36 Process of determining remuneration 21 Board of Directors
102-37 Stakeholders’ involvement in remuneration 41 Board of Directors
STAKEHOLDER ENGAGEMENT
102-40 List of stakeholder groups 41 Stakeholder Engagement
102-42 Identifying and selecting stakeholders 40 Stakeholder Engagement
102-43 Approach to stakeholder engagement 40 Stakeholder Engagement
102-44 Key topics and concerns raised 41 Stakeholder Engagement
REPORTING PRACTICE
102-45 Entities included in financial statements 8 Corporate Structure
102-46 Defining report content and topic boundaries 3 Reporting Framework
42 Materiality and Reporting Boundaries
102-47 List of material topics 41 Stakeholder Engagement,
42 Materiality and Reporting Boundaries
102-48 Restatements of information 3 Reinstatement of Data and Information
102-49 Changes in reporting 43 Materiality and Reporting Boundaries
102-50 Reporting period 3 About this Report,
43 Materiality and Reporting Boundaries
102-51 Date of most recent report 3 About this Report
102-52 Reporting Cycle 3 About this Report
43 Reporting Period
102-53 Contact point for questions regarding the report 3 Feedback of the Report
102-54 Claims of reporting in accordance with the GRI 3 Data and Assurance
standards
102-55 GRI content index 119 GRI Content Index
102-56 External Assurance 3 Data and Assurance
120
Integrated Annual Report 2022
121
Global Reporting Initiative (GRI) content index (cont.)
ENVIRONMENTAL COMPLIANCE
308-1 New suppliers that were screened using 41 Stakeholder Engagement
environmental criteria
SOCIAL PERFOMANCE
GRI:400 SOCIAL STANDARDS SEREIS
OCCUPATIONAL HEALTH AND SAFETY
403-1 Occupational health and safety management 42 Materiality Issues and Reporting Boundaries
system
38 2022 Sustainability Initiatives
403-2 Hazard identification, risk assessments, and 29 Sustainability Performance
incident investigation
38 2022 Sustainability Initiatives
403-3 Occupational health services 38 2022 Sustainability Initiatives
41 Stakeholder Engagement
403-4 Worker participation, consultation, and 38 2022 Sustainability Initiatives
communication on occupational health and
safety
403-5 Worker training on occupational health and 38 2022 Sustainability Initiatives
safety
403-6 Promotion of worker health 38 2022 Sustainability Initiatives
403-7 Prevention and mitigation of occupational 38 2022 Sustainability Initiatives
health and safety impacts directly linked by
business relationships
TRAINING AND EDUCATION
404-1 Average hours of training per year per 31 Sustainability Performance
employee
404-2 Programs for upgrading employee skills and 31 Sustainability Performance
transition assistance programs
404-3 Percentage of employees receiving regular 32 Sustainability Performance
performance and career development reviews
LOCAL COMMUNITIES
413-1 Operations with local community engagement, 34,39 2022 Sustainability Initiatives
impact assessments and development programs
413-2 Operations with significant actual and potential 41 Stakeholder Engagement
and negative impacts on local communities
39 2022 Sustainability Initiatives
CUSTOMER HEALTH AND SAFETY
416-1 Assessment of the health and safety impacts of 41 Stakeholder Engagement
product and service categories
122
Integrated Annual Report 2022
Notes
123
Design and Layout by WeTwo Studios.