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Moving Agriculture

On Platforms

Integrated
Annual Report
2022
Integrated Annual Report 2022

Contents

01
3
About Our
Report
Reporting Framework
04
28
Sustainability
Reporting

TSL Sustainability Strategy


29 Sustainability Performance
34 2022 Sustainability Initiatives

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

About our Report

Reporting Framework Reinstatements of Data and Information


This report is the TSL Limited Integrated Annual Report for the Cost of sales for biological assets were incorrectly valued in
year ended 31 October 2022. TSL Limited is a Zimbabwe Stock the prior year. At the point of sale, the value transferred from
Exchange (ZSE) listed company, that is committed to a strategy biological assets to cost of sales was at cost and not at fair
of creating long-term value for its broad range of stakeholders value as required by IAS2 and IAS41. The prior year has been
by embedding sustainable business practices in the Group’s restated to correct this. This restatement had no impact on the
business operations. This integrated report provides a net profit before and after tax previously presented.
transparent and comprehensive report of the operations,
strategy, and prospects of the Group, as well as the critical Forward Looking Statements
information on the financial and non-financial performance of The integrated report may contain forward looking statements
the business. that are based on current estimates and projections by TSL
Limited and, information that is currently available. Forward-
The preparation of this Integrated Annual Report was guided looking statements are not historical fact statements and may
by the following financial and non-financial reporting contain the terms in this report such as “will”, “may”, “should”,
requirements: “continue”, “aims”, “estimates”, “projects”, “believes”,
• International Financial Reporting Standards (“IFRS”). “intends”, “expects”, “plans”, “seeks” or “anticipates”, or
• The Companies and Other Business Entities Act [Chapter words of similar meaning. These future statements are not
24:31]. guarantees of future developments and results outlined therein.
• Statutory Instrument (SI) 134 of 2019 They are dependent on many factors; they involve various risks
• Securities and Exchange (Zimbabwe Stock Exchange and uncertainties, and they may be based on assumptions that
(“ZSE”) Listing Requirements). may not prove to be accurate. Readers are cautioned not to
• National Code of Corporate Governance in Zimbabwe put undue reliance on forward looking statements and that
(ZIMCODE). the company will not assume any obligation to update the
• Global Reporting Initiative (“GRI”) Standards – ‘Core’ forward-looking statements contained in this report.
Option.
• Business Reporting on Sustainable Development Goals Feedback on the Report
(“SDGs”). TSL Limited values the feedback of all its valued stakeholders,
which is critical in continually improving the sustainability
Reporting Scope of the business and our reporting process. The business
The information that is contained in this integrated report relates welcomes your feedback on this report and what you would
to the primary activities of TSL Limited and its subsidiaries. In like to see incorporated in future reports. For any feedback,
this document, unless otherwise noted, references to “our”, please contact us on email: admin@tsl.co.zw, and phone:
“we”, “us”, “TSL”, “the Company”, “Group”, refers to TSL +263 (242) 754 666-8.
Limited and its subsidiaries.
Our reporting suite
Data and Assurance
You can find this report and others, on
The consolidated inflation adjusted financial statements included our corporate website.
on page 51 to 112 were audited by PricewaterhouseCoopers
Chartered Accountants (Zimbabwe), in accordance with the
International Standards on Auditing (ISA). The independent
To subscribe and download, visit:
auditor’s report is contained on page 47 to 50. TSL Limited
www.tslinvestor.com
reports non-financial information concerning disclosures on
sustainability performance and corporate responsibility in
compliance with the requirements of the Global Reporting Moving Agriculture on Platforms
Initiatives (GRI) Standard’s ‘Core’ option. A GRI content Index In order to deliver on our Purpose,
report is provided on page 117 to 120, for referencing purposes. we are changing the way we do
Sustainability information and data provided was validated business through smart innovation
internally by management. The TSL Board of Directors has across technology, digitalisation and
approved this report before being published. sustainability.

To discover more about moving


agriculture, visit:
www.tsl.co.zw

Social channels
TSL Limited

3
4
Integrated Annual Report 2022

02
6
Business
Operations
Company Overview

7 History of the Group

8 Corporate Structure

9 Core Offerings and Brands

10 Business Scale and Geographical Footprint

11 Business Awards

12 Our Strategy

13 Our Sustainable Business Model

14 Financial Performance - Inflation Adjusted

15 Chairman's Statement and Review of


Operations

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.

Who Are We? Why We Do It?


An Intelligent and Integral Handler of all To Provide Platforms that Bring Value, Edge,
Movement and Commodities Exchange in and Efficiency in Agricultural Handling.
the Agriculture Value Chain.
“Moving Agriculture on Platforms”

What Guides Us?

• INTEGRITY • INTEGRATION • INTELLIGENCE


Dependable Strategic Collaboration Creative Solutions

• INNOVATION • IMPROVEMENT • PARTNERSHIP


Transformation Grow Effective Systems Teamwork

6
Integrated Annual Report 2022

History of the Group

1957 1960’s 1990’s

> Diversification strategy


> Founded as a tobacco > Business adopted policy of
started to reap benefits as
auction floor. diversification from tobacco
the business reduced its
> Operated state of the operations.
dependence on tobacco
art facilities in tobacco > Group started to explore
while realising substantial
auctioning business. other ventures including,
growth.
agricultural inputs, storage,
> TSL became an industry
distribution, printing and
giant with operations in
packaging.
2000 tobacco auctioning, printing
and packaging, inputs to
agriculture, storage and
> Business adopted an 2010 distribution, car rental,
intensified decentralised timber and consumer and ICT
management structure, services.
where subsidiary
> The Group set out to become
companies had a large
a dominant player in the
degree of autonomy in their
own management.
SADC region and being the 2015
leading supplier of goods
> Aggressive expansion drive,
and services in the chosen
led to the establishment > The operational sectors
spheres of operation.
of various business of the business were
> The key sectors of restructured into business
units; including the
the business included; clusters that included;
purchasing, processing
agricultural inputs and Agriculture, Logistics, Real
and commodity broking of Estate and Services.
services, warehousing
tobacco, property owning > The strategic move
and logistics, auctioning
companies, seed and consolidated the main
of tobacco, printing and business operations of the
horticulture production.
packaging, horticulture and Group and added critical
car rental services. operations such as farm
production under the
2018 agriculture cluster.

> The Group embraced a 2022


new obsession and strategy
of moving agriculture on
platforms and becoming > The operating sectors of the Group
an integral and intelligent were restructured from the cluster set
handler of all movement in up (Agriculture, Logistics, Real Estate
the agriculture value chain. and Services) and became business
> Moving Agriculture pillars.
entailed the integration of > The business pillars of the TSL Group
business operations into a include, Agri-Inputs, Production,
comprehensive agriculture Market Places, End to End Logistics
value chain service and Infrastructure.
offering. This integration > The business pillar model allows the
was made possible by Group to position itself to offer high
TSL operations that were quality services, products and business
already strategically set up platforms in different value chains
to provide comprehensive beyond agriculture.
solutions for at least 20 of > TSL also started to expand its services
the approximately 24 touch and product offering into the region
points in the agriculture and set up its administration offices
value chain from seed to accordingly.
shelf.

7
8
Corporate Structure

Business Pillars

Administration Agriculture Inputs Production Market Place Logistics Infrastructure


Services

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.

4 Rental of motor vehicles.


Integrated Annual Report 2022

Core Offerings and Brands

- Agro-Chemicals - Property owning


- Fertilisers - Portfolio
- Tobacco
- Agronomy Services Management
- 46 Agriculture
- Agro Packaging - Infrastructure
PRODUCTION Commodities LOGISTICS ADMINISTRATION
Solutions Development

AGRI INPUTS MARKET PLACES INFRASTRUCTURE

- Cereals - Supply Chain - Administration


- Oil Seeds Management Services
- Cash Crops - International Freight
- Plantation Crops Services
- Equipment Handling
and Lifting
- Car Hire Services

Zimbabwe Mercantile Exchange

Key Clients

9
Business Scale and Geographical Footprint

Zambia
879
People employed

• We are head quartered in Harare, Zimbabwe.


• We are listed on the Zimbabwe Stock Exchange.
Botswana • Our country locations – Zimbabwe, Botswana, Zambia
and Mauritius.
Mauritius • We have a wide in-country geographical footprint and
operations in all the key agriculture focused provinces in
Zimbabwe.
Regional Operations • We employed 879 people as at 31 October 2022,
Zimbabwe Business Operations (837 employees in 2021).
Mauritius Treasury and Administration Services
Botswana Treasury and Administration Services
Agri-Inputs Market
Zambia Agri-Inputs Market

MASHONALAND
CENTRAL
Mhangura Mount
Karoi
Darwin

Mvurwi
Raffingora
Chinhoyi

MASHONALAND Norton HARARE


WEST
Victoria Gokwe Chegutu
Falls Marondera
Kadoma
MASHONALAND
EAST
MATEBELELAND
NORTH Mutare

Gweru MANICALAND
MIDLANDS

Chipinge
BULAWAYO
MASVINGO
Agri-Inputs
Production MATEBELELAND
SOUTH
Market Place
Logistics
Beitbridge
Infrastructure

10
Integrated Annual Report 2022

Business Awards

AVIS BUDGET ZIMBABWE


- Award through AZTA
- Best Car Hire in 2022.

BAK LOGISTICS
- Award through Zimbabwe CEO Network
- Top brand in transport, freight
and logistics in 2022.

Memberships of the Organisation


• Confederation of Zimbabwe Industries (CZI).
• Zimbabwe National Chamber of Commerce (ZNCC).
• Commercial Farmers Union (CFU).
• Business Council for Sustainable Development Zimbabwe (BCSDZ).
• Chartered Institute of Marketing (CIM).
• Information Systems Audit and Control Association (ISACA).
• Institute of Directors Zimbabwe (IoDZ).
• Institute of Chartered Secretaries and Administrators (ICSA).
• Marketers Association of Zimbabwe (MAZ).
• Institute of Performance Management Zimbabwe (IPMZ).
• Employers’ Confederation of Zimbabwe (EMCOZ).
• Business Council for Sustainable Development (BCSDZ).
• Institute of People Management of Zimbabwe (IPMZ).
• Institute of Internal Auditors (IIA).
• Institute of Chartered Accountants Zimbabwe (ICAZ).
• Association of Chartered Certified Accountants (ACCA).
• Zimbabwe Institution of Engineers (ZIE).
• Zimbabwe Business Council on Wellness (ZBCW).

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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:

Focus on your core business and leave everything else to us.

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.

B. Our Strategy Enablers

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

Our Sustainable Business Model


OUR CAPITALS
CAPITAL

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

ACTIVITY & PROCESS

Moving Agriculture Supported by robust


Value Chain Activities governance and ethics
The business complies to public listing
requirements as well as national corporate
Agri Inputs Production governance requirements.
- Agro-Chemicals - Cereals
- Fertilisers - Oil Seeds Detailed information is provided in the
- Agronomy Services - Cash Crops corporate governance and enterprise risk
- Agro Packaging - Plantation management sections.
Solutions Crops

While managing key risks across all activities.

• 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

Strategic partnerships to enhance market presence


and stakeholder relationships.

Outcome
Manufactured Capital Financial Capital Human Capital Social & Relationship Capital Intellectual Capital Natural Capital

Products and services that


h Returns to shareholders. h Skilled leaders and hSustainable value chain h Innovation. h Conservation of
enable the movement of
h Contributing to employees. development. h Continuous improvement natural resources
value chains, generate
economic growth. h Employee empowerment. hCommunity development. in value chain. through
revenue, aid food security
h Revenue contribution to hHealth improvement. h Service delivery. recycling and
and economic development
tax authorities. hSafe working environment. h Improvement in business rehabilitation.
in the country and region.
processes. h Water recycling.
h Managing Emissions.
h Green products and
service offering

13
Financial Performance - inflation adjusted

Income Statement Shareholder Perfomance

Profit Before Tax Net Assets Value


Revenue Operating Profit Excl. FVIP Basic EPS Headline EPS per share

26% … 216%… 177%… 537%… 266%… 75%…


2022: Z$17,742,992,714 2022: Z$12,772,593,375 2022: Z$7,023,670,265
2022: Z$4,094 2022: Z$2,002 2022: Z$119
2021: Z$14,105,727,636 2021: Z$4,035,845,922 2021: Z$1,735,127,819
2021: Z$643 2021: Z$549 2021: Z$68

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

541%… 534%… 1%…


2022: Z$14,724,149,719 2022: Z$19,196,352,273
2022: 359m
2021: Z$2,295,896,342 2021: Z$3,023,710,167
2021: 357m

Financial Position

Net Asset Value Financial


per share Curent Ratio gearing ratio

71%… 26%… from 8.23%


to 7.58% …

2022: Z$121.79 2022: 1.9 2022: 7.58%


2021: Z$71.33 2021: 1.5 2021: 8.23%

14
Integrated Annual Report 2022

Chairman’s Statement and Review of Operations

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.

Propak hessian volumes were 15% below prior


year owing to a reduction in the independent
auction segment. The new tobacco paper
manufacturing line, which was commissioned in
prior year produced a high quality, competitively
priced paper that the market responded to
positively. Paper volumes consequently grew
by 24%. This strategic move is in line with
the Group’s sustainability drive.

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

24 Enterprise Risk Management

17
Board of Directors

01 02 03 04 05

06 07 08 09 10

11 12 13

18
Integrated Annual Report 2022

01. Anthony Mandiwanza 08. Washington Matsaira


Non-Executive Chairman Non-Executive Director
Washington is a Banker by profession and a fellow of the Institute
Anthony Mandiwanza is a successful farmer, distinguished of Bankers - Zimbabwe. Previously, he served at the helm of various
businessman and leader of repute. He is the current chairman of TSL companies, including as the Chief Executive Officer of Standard
Holdings, the chairman of Zimbabwe Revenue Authority, and sits on Chartered Bank Zimbabwe and Group Chief Executive Officer of TSL
other various boards. He is a holder of a Diploma in Food Science and Group Limited. Currently, he serves on the Boards of a number of listed
Dairy Technology from the West of Scotland Agricultural College and companies.
an MBA from the University of Zimbabwe. He is a former president of
CZI, Emcoz. Barclays Bank and a recipient of many awards including 09. Bekitemba Ndebele
the inaugural Director of Year (Zimbabwe) and Dairy Oscar Award.
Independent Non-Executive Director
Bekitemba is a Chartered Accountant by profession. He is the Chief
02. Derek Odoteye Executive Officer and Executive Director of Truworths Zimbabwe.
Group Chief Executive Officer (Executive Director) He has 34 years of experience in the textile and steel manufacturing
Derek has over 21 years of experience in leadership, strategy, business industries.
development, agriculture, logistics, real estate, finance, accounting,
and risk management. Since joining the Group, he has held several 10. Dr. Dahlia Garwe
leadership positions within the TSL Group including Group Chief
Finance Officer, Group Operations Executive, Managing Director Independent Non-Executive Director
for the logistics operations, General Manager for the Real Estate Dahlia is the current Corporate & Industry Affairs Executive at Tongaat
operations, and Group Business Development Executive. He is, by Hulett Zimbabwe. Previously, she was the Chief Executive Officer
profession a Chartered Accountant. Prior to joining TSL, Derek was a of the Tobacco Research Board (Kutsaga) having also worked for
Senior Manager, Audit & Assurance at Deloitte. Derek is an Alumnus of Kutsaga in various capacities in the past. She is a holder of a PhD in
Harvard Business School. Plant Molecular Biology from the University of Cape Town, an MSc
degree in Biotechnology from the University of Zimbabwe as well
as a BSc Honours degree in Biochemistry from the same University.
03. Patience Shiri She has several peer-reviewed and non-peer-reviewed papers and
Group Chief Finance Officer (Executive Director) articles to her credit and is a Fellow of the Zimbabwe Academy of
Patience has over 17 years of experience in strategy, manufacturing, Sciences. Dahlia sits on the Boards of a number of diverse companies
agriculture, risk management, finance and accounting. She is a and institutions and is the current Chairman of Minerva Re, and Vice-
Chartered Accountant and holds an MBA. Having worked for Art Chairman of the African Agricultural Technologies Foundation (AATF).
Corporation for 3 years, she joined TSL in 2013 and has held several
senior finance positions within the TSL Group. Patience attended the
Chief Financial Officer program at the London Business School.
11. Bongai Zamchiya
Independent Non-Executive Director
04. Peter Mujaya Bongai read law at university. An entrepreneur at heart, he is the
Executive Director co-founder and Executive Director of Pariah State, a food and
Peter is the Head of the Agri-cluster of the Group. He has been with beverage company. He sits on additional boards of companies
the Group since 2004. He is a Chartered Accountant by profession and in hospitality, real estate and financial services. He is a Beit
holds a Bachelor of Accountancy from the University of Zimbabwe and Scholarship selector for Zimbabwe.
an MBA from Manchester Business School. Prior to joining TSL Group
Limited, Peter worked for the Reserve Bank of Zimbabwe.
12. Jessica Gracie
Non-Executive Director
05. Hamish B. W. Rudland Jessica is a registered legal practitioner both in Australia and in
Non-Executive Director Zimbabwe. She holds a double degree, Bachelor of Laws and Bachelor
Hamish is a co-founder of Pioneer Corporation Africa, passenger of Arts (Politics) from the University of La Trobe, Melbourne, Australia.
transport and fuel tank haulage company. He graduated with a Jessica is currently a commercial legal advisor based in Harare and
Bachelor of Business Studies from Massey University in New Zealand. has several years’ experience in corporate law having worked in both
Hamish is a seasoned Business Consultant with extensive experience private and public listed companies, leading transactions including
across logistics, agriculture, agro-processing, distribution, and corporate mergers and acquisitions.
property sectors. He has interests in various companies in Zimbabwe
and beyond.
13. Edson Muvingi
Non-Executive Director
06. Prashant Shah Edson is the Managing Director of Zimre Property Services Pvt Ltd.
Non-Executive Director He has 21 years of experience in the property sector specializing in
Prashant is a qualified Engineer by profession. He is the co-founder of development, projects and management. He is a holder of an MSc in
PCD Diagnostics and has over 21 years of experience in the medical Infrastructure Planning and Management, an MBA and a BSc in Urban
industry, trading and real estate. and Regional Planning. Edson has worked for various organisations
that include Bard Holdings, Bard Properties, Old Mutual Properties and
Zimre Property Investments Ltd and is a member of various Boards. He
07. Morgan Nzwere is the current Chairman of Fidelity Life Medical Aid Society (FLIMAS)
Non-Executive Director and Property Owners Association of Zimbabwe.
Morgan is the Group Chief Executive Officer of SeedCo Limited. He
is a Chartered Accountant by profession and also holds a Masters
in Business Leadership from the University of South Africa. He has
attended the Strategy Master Academy at the University of Cape
Town’s Business School and the Advanced Management Programme
181 at Harvard Business School. Morgan has over two decades of
experience in agriculture, mining, manufacturing, retail, banking and
real estate industries. He sits on the Boards of various listed entities
in Zimbabwe.
19
Corporate Governance

TSL governance philosophy is vested on the TSL Board


The TSL Board of Directors consists of seasoned business leaders
need to conduct the affairs of the Group and professionals whose collective skills, experience, and sharp
with transparency, integrity, accountability business acumen serve the business well. The Group’s Board
and in accordance with generally accepted comprises of ten (10) Non-Executive Directors, three (3) of whom
corporate governance practices, in are independent, and three (3) Executive Directors. The Board is
under the stewardship of a non-executive Chairman. The Board
the interests of our stakeholders and meets regularly to review strategy, acquisition and disposal of
shareholders. assets and to make key decisions on business operations and
any material matters relating to the achievement of the Group’s
This enables our shareholders and stakeholders to derive objectives. The Board is also responsible for monitoring the
assurance that the Group is managed ethically in compliance with performance of the Group Executive Management. In addition
the laws and regulations of Zimbabwe, as well as the best industry to an annual review of the Group’s budget, the Board reviews
practices. consolidated management accounts on a quarterly basis.

Ethics In line with good corporate governance practices, each of


the Board’s members is required to declare their interests and
TSL Limited is committed to maintaining sound ethical practices,
affiliations at the beginning of each board meeting. This entails
values and conduct. TSL follows a decentralised approach within
providing a full list of the directorships held by the member. At
which its subsidiaries operate, and it relies on the high integrity Board meetings, members are also required to declare their
of its management. Declarations of interest and any conflict interest in transactions that the Company may be undertaking.
arising in carrying out the effective roles and responsibilities
are a requirement of all Directors, management and staff. Such The Board has established six (6) board committees, each tasked
declarations are included in the business of all Board meetings held with specific oversight of critical areas of the business.
during the year by the Company. TSL strives to provide accurate
and meaningful information to all of its stakeholders. In the period under review, all Board Committees were rotated
effective 1 May 2022. (Full details on all Board Committees below.)
Professional Advice
All Directors have access to the advice and services of the Attendance for main board meetings for the year ended 31
Company Secretary. However, where necessary Directors are October 2022:
entitled to seek independent professional advice at the Group’s No. of Number of
expense on any matters that may relate to the fulfilment of their Meetings Meetings eligible to
duties or for the advancement of the Group’s business. Director Attended attend

Internal Controls Anthony Mandi- 5 5


wanza
The Board of Directors acknowledges its responsibility for
maintaining and monitoring an effective system of financial D Odoteye 5 5
controls. There are comprehensive management reporting P Mujaya 5 5
disciplines in place which include the preparation of annual
P Shiri 5 5
budgets. Monthly results are reported against approved budgets
and revised estimates and compared to the previous year. Profit W Matsaira 4 5
forecasts are updated regularly and working capital requirements M Nzwere 4 5
and borrowings are monitored on an ongoing basis. The monitoring
of internal control systems is carried out by the Group’s Internal P Shah 4 5
Audit department. Audit teams visit each operation regularly and H Rudland 4 5
their reports are reviewed by the Audit Committee. In addition,
E Muvingi 5 5
external auditors carry out their own system reviews and report,
where necessary, to the Audit Committee. B Zamchiya 5 5
B Ndebele 5 5
Governance Framework
The Board is the apex decision-making body at TSL. To ensure its J Gracie 5 5
effectiveness, the Board has established six (6) board committees, D Garwe 5 5
each tasked with specific oversight of critical areas of the business
(full details on all Board Committees are outlined below). The Audit Committee
composition of the Committees varies depending on applicable TSL’s Board Audit Committee consists of three non-executive
directors. The Chairman of this Committee is an independent
statutory requirements, as outlined in the Companies and Other
Non-Executive Director, in accordance with the requirements
Business Entities Act (24:31) and the ZSE Listing Rules. Each Board
of the Companies and Other Business Entities. Act (24:31). The
Committee Chairperson reports to the Board on a quarterly basis Committee is responsible for reviewing the principles, policies and
with an update on the Committees’ meetings.

20
Integrated Annual Report 2022

Corporate Governance (cont.)

practices adopted in the preparation of the TSL Group accounts


B Zamchiya 3 3
and to ensure that the annual financial statements of the Group
comply with all statutory regulation and internal governance
Risk and Compliance Committee
requirements. The Committee advises the Group on the impact of
TSL’s Board Risk and Compliance Committee consists of four Non-
any fiscal reforms that may be implemented by the Government
Executive Directors. The Chairman of this committee is an Non-
of Zimbabwe. The committee meets at least three times a year,
Executive Director. The Committee meets at least three times
together with the TSL Executive Management, external and internal
per annum together with the TSL Executive Management. The
auditors. It manages the relationship with the external auditors
Committee deals, inter alia, with compliance, internal control and
and ensures that the external auditor maintains independence and
risk management. The Committee has written terms of reference
is objective in carrying out their duty.
which have been approved by the Board of Directors.
Attendance at meetings for the year ended 31 October 2022:
Attendance at meetings for the year ended 31 October 2022:
No. of Number of
No. of Number of
Meetings meetings
Meetings meetings eligible
Director Attended eligible to attend
Director Attended to attend
B Ndebele 1 1
B Zamchiya 2 2
(Chairman)
(Chairman)
P Shah 1 1
P Shah 1 2
M Nzwere 1 1
J Gracie 2 2
Rotated Committee:
Rotated Committee:
No. of Number of
No. of Number of
Meetings meetings
Meetings meetings eligible
Director Attended eligible to attend
Director Attended to attend
B Ndebele 3 3
J Gracie (Chairperson) 1 1
(Chairman)
P Shah 1 1
M Nzwere 3 3
D Garwe 1 1
P Shah 3 3
E Muvingi 1 1

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.

Attendance at meetings for the year ended 31 October 2022:


No. of Number of
Meetings meetings eligible to
Director Attended attend
Anthony Mandi-
wanza
(Chairman) 1 1
W Matsaira 1 1
M Nzwere 1 1
D Garwe 1 1

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

Nominations Committee 15%


This is an adhoc Board Committee chaired by a non-executive White - 2
board member. Its main function is to review and make appropriate
recommendations to the Board regarding the retirement,
appointment and replacement of Directors. The Committee did Race
not meet in the just ended financial period.

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

Derek Odoteye Patience Shiri Peter Mujaya Collins Muchenje


Group Chief Group Chief Head of Agri-Cluster General Manager
Executive Officer Finance Officer Agri-Inputs (Agricura and Propak Hessian)

Edwin Nharirire Leonard Mvundura Kennedy Zimunya Doug Whaley


Group Human Group Internal Audit General Manager General Manager
Resources Executive Executive Tobacco Sales Floor Limited Chimayo Investments
(Private) Limited
(Dalston Farm)

END TO END LOGISTICS

Herbert Murombo Clement Mboma


Group Commercial Group ICT Executive
Executive

Mary Machingaidze Parmenas Svikiro


REAL ESTATE Managing Director Head of Handling,
TSL Limited Logistics Equipment and Engineering
(BAK Logistics, Premier Forklift, (Premier Forklift Services)
Key Logistics and Avis Budget)

Fadzayi Pedzisayi Patrick Chagonda


Company Secretary & Head Head of TSL Properties Group Fisherman Mutyambizi Beverlyn Sande
of Legal Compliance
Head of International and General Manager
Freight Forwarding Services Car Rental Services
(Avis-Budget)

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.

PRINCIPAL RISK AND UNCERTAINTIES

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

Enterprise Risk Management (cont.)

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

34 2022 Sustainability Initiatives

40 Stakeholder Engagement

42 Materiality Issues and Reporting


Boundaries

27
TSL Sustainability Strategy

“Driving the Agricultural Value Chain


through Sustainable Business Practices”
Despite the effects of Covid-19 easing off, the operating ensure that we minimize any negative impacts that our operations
environment was still challenging and required constant review may have on the environment. During the year work was done to
of objectives to check for adaptability and suitability. The business compliment previous efforts in as far as reducing carbon emissions
continued to push the sustainability agenda in line with continual and promotion of green products is concerned.
improvement and business continuity principles. To ensure that
TSL continues to grow and being competitive, sustainability is our Strategic Mindset and Strategy
key for future success. As a business we continue seeking to provide value to all our
stakeholders in a manner that will be sustainable to them and
Key Focus Areas for 2022 to the business. This we do by considering the sustainable
h Participating in the global efforts of reducing carbon emissions. development goals that are linked to our processes and activities.
h Greener production.
Sustainable Business Operations
TSL has made it a priority of all the SBUs to reduce the negative During the course of 2022, our companies were audited by the
footprint on the environment and the ecological ecosystems as a certifying body and all the companies managed to acquire and
result of the operations. The environmental management systems uphold certification as follows:
in place help the company in as far as reasonably possible to

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

2022 Performance Highlights


i) Training and Awareness – Training on sustainability was conducted across various levels within the company during the course of
the year. The training was done for employees to have an understanding and appreciation of sustainability.

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.

ii) Key Performance Indicators


PILLAR 2022 2021 Change Comment
Indicator
/%
ENVIRONMENT
Electricity 1 678 865Kwh 1,848,600 KWh … Electricity consumption can be reduced by avoiding wastages and
implementing renewable energy options.

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

Lost Time 9 8 † Lost Time Injury Frequency Rate LTIFR - 6.25.


Incidents
Disabling Injuries - 1 … Achieved target of Zero Disabling Injury Frequency Rate (DIFR).

*Prorated for half of the year.

29
Sustainability Performance (cont.)

HUMAN CAPITAL STATISTICS System & Periodic reports

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

b. Total number of employee turnover by age group and gender

Turnover

Age Group Male Female


Under 30 10 5

30 - 50 16 9

Over 50 4 1

2022 Total 30 15

2021 Total 21 9

30
Integrated Annual Report 2022

Sustainability Performance (cont.)

Programs for upgrading employee skills and transition assistance programs

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.

Transition Assistance Programs


Z Counselling to employees that need comfort and counselling.
Z Free Medical check-ups done by Medpoint for 50 employees.

31
Sustainability Performance (cont.)

Percentage of employees who received regular performance and career development reviews
Gender Age Group (Years)

Employment Category Male Female Below 30 30 - 50 Over 50


Executive 75% 25% - 58% 42%
Senior Management 73% 27% 7% 67% 26%
Middle Management 76% 24% 15% 85% -
Supervisory & Officer 64% 36% 39% 50% 11%
General Staff 94% 6% 27% 52% 21%
2022 Average 76% 24% 18% 62% 20%
2021 Average 78% 22% 13% 68% 19%

Diversity and Equal Opportunity

Diversity of governance bodies and employees


a. Percentage of individuals with the Group’s governance bodies by gender and age group.
Gender Age Group (Years)

Diversity Groups Male Female Under 30 30-50 Over 50


EXCO 75% 25% - 58% 42%
MANCO 73% 27% 7% 67% 26%
Workers Committee 67% 33% 33% 56% 11%
Pension Board of Trustees 78% 22% 22% 45% 33%
SHEQ Committee 100% - 10% 87% 3%
2022 Average 79% 21% 14% 63% 23%
2021 Average 80% 20% 6% 79% 15%

b. Percentage of employees per employee category by gender and age group.


Gender Age Group (Years)

Employee Category Male Female Below 30 30 - 50 Over 50


Executive 75% 25% - 58% 42%
Senior Management 73% 27% 7% 67% 26%
Middle Management 76% 24% 15% 85% -
Supervisory & Officer 64% 36% 39% 50% 11%
General Staff 94% 6% 27% 52% 21%
2022 Average 76% 24% 18% 62% 20%
2021 Average 78% 22% 18% 68% 14%

Ratio of basic salary and remuneration of women to men


Basic Salary & Remuneration Ratio

Employment Category Male Female


Executive 0.75 0.25
Senior Management 0.73 0.27
Middle Management 0.76 0.24
Supervisory & Officer 0.64 0.36
General Staff 0.94 0.06
Average 0.76 0.24

32
Integrated Annual Report 2022

Sustainability Performance (cont.)

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.

FREEDOM OF ASSOCIATION AND COLLECTIVE BARGAINING FORCED OR COMPULSORY LABOUR

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

iii. Successful Sustainability Initiatives done

a. Greener Production – Apex 10


In 2022 TSL, through its agricultural inputs’ unit Agricura,
introduced a new product APEX 10 which is an organic biological
stimulant. Bio-stimulants are products that reduce the need for
fertilizers and increase plant growth, resistance to water and
abiotic stresses. When used even in small concentrations, bio-
stimulants are very efficient as they promote high yields and high
quality in plants.

Through increased use of this product, the chemical burden from


fertilizer application into the environment will be significantly
reduced.

b. Paper Coating Machine


Propak assembled a paper coating machine in its production
line. This was a big move which is both economically and
environmentally sustainable. The machine coats tobacco kraft
paper with a coating agent that is environmentally friendly.
Recyclable paper is produced unlike the one that was coated with
plastic. As a company we have significantly reduced the amount
of plastic that ends up in the environment as waste from that
paper. Propak managed to surpass its sales targets in this first
year of this project and hence this proved to be an economically
sustainable initiative.

c. Tree planting in Marondera by TSF


A total of 2000 trees were planted by Tobacco Sales Floor in
Marondera to compliment local and ultimately global efforts to
reduce carbon accumulation in the atmosphere. Training and
awareness on the need to participate in re afforestation projects
within the farms was also done during farmer engagements. The
move is meant to compel tobacco farmers to set aside land to
grow trees and to eventually minimize the indiscriminate cutting
down of trees and thereby rebuilding the carbon sink.

34
Integrated Annual Report 2022

2022 Sustainability Initiatives (cont.)

d. Modern Tobacco Curing System (Twin Turbo Barn)


As a leading player in providing value chain-focused sustainability
initiatives, TSL Limited partnered with Mamsen Engineering (Pvt)
Limited and the Tobacco Research Board (TRB) to offer a modern
and efficient tobacco curing system for use by the industry. The
innovative curing system is called the Multi-Fuel Heat Exchanger
System. It can be retrofitted into an existing conventional tobacco
barn or installed for optimised results as an entirely new tobacco
barn system called the Twin Turbo Barn (TTB).

The new curing technology offers excellent and unmatched


savings in fuel consumption (approximately 50% against
traditional barns) while maintaining the expected industry
standards in leaf grade quality and curing time. In addition, the
Multi-Fuel Heat Exchanger System allows farmers to cure tobacco
in remote farming regions while using different forms of fuel such
as wood, biomass briquettes, LP gas and coal.

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.

TSL Limited introduced new electric forklifts which use lithium-


ion technology in its operations. Electric forklifts now make
up 19.3% of the total fleet in operation. The new lithium-ion
forklifts can work for 6-8 hours with a single charging power
consumption of 25kWh, resulting in more than 30% energy
savings on electricity charges compared to the previous lead- acid
technology. In addition, the forklifts have an excellent charging
system that results in a short charging time of about 2hours.
Charging can happen anytime and anywhere, as connecting to a
fixed charging dock is no longer necessary.

The new forklift technology is a game changer in the logistics


space as it can achieve the same working conditions as diesel
forklifts while offering quieter operations which are friendly to
the ear and ideal for communication during industrial processes.

TSL Limited is excited to continue expanding its electric forklift


range and enhancing the value proposition to the clientele in the
agriculture value chain and food sectors, where sustainability
commitments are now an essential enabler of long-term strategies.

35
2022 Sustainability Initiatives (cont.)

f. Climate Change Reduction Integrated Waste Management


Improper waste removal and disposal causes soil
Promoting use of Rail contamination. Some of the wastes that end up in landfills
During the year, a total number of 19 trains moved cargo into release hazardous chemicals that infiltrate into the soil. When
Bak Logistics destined for various places. The total number of plastic bottles gradually break down for example, a dangerous
containers transported through this initiative were 1342 and carcinogen is released which is known to cause reproductive
of these 1020 Total Equivalent Units (TEUs) were from Maputo system problems and liver dysfunction. Many other waste
which is approximately 1283km from Harare. On average materials have different lethal effects when breaking down.
a truck carries 2 TEUs on a single trip and this total would Soil contamination does not only affect plant growth but is
convert to about 500 trips by road. A standard truck would also unhealthy to humans and animals feeding on those plants.
consume up to 650 litres of diesel for that single trip and this
equates to 1742kg of carbon emissions (using the carbon It therefore becomes everyone’s business to ensure that waste
factor of 2.68kg CO2 per litre of diesel). Multiplying this by the is being managed properly in their area of influence. As waste
500 trips, the approximate total amount of carbon emissions disposal space is getting filled up and coupled with increasing
would be 871 000kg. According to ourworldindata.org, 41g disposal costs there is pressure on businesses to re-think on
of CO2 emissions per km travelled. This translates to 52.603kg the way waste is managed. In Harare the local landfill where
of CO2 emissions per train and 999.45 kg for the 19 trains. businesses were disposing waste in now being run by a private
player and the costs of disposing are unsustainable. TSL
From the Beira corridor, a total of 322 of TEUs came in as well Properties and the SHEQ department are putting up a proposal
during the year and this translates to about 161 trips by road for integrated waste management within the group that is
over a distance of 551km. Moving the TEUs by road would aimed at reducing amount of general waste sent for disposal
have resulted in 237 745.5kg of carbon emissions. as well as costs associated with disposal.

Use of rail is both economically and environmentally


sustainable to both our clients and as a company. We continue
to promote its use as we serve our clients and save the
environment.

Intensifying waste
segregation to
promote waste reuse
and recycling

The
proposed
approach

Partnering within Waste Treatment


business clusters and Incineration
for waste transfer options

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.

Equal Opportunities Comments


f 23% of the Board is constituted of The company will continue
females and this shows the drive to promote this SDG by fairly
towards gender equality. considering females during the job
f Premier Forklifts also continued to hiring process where available.
employ more women as operators.
Females constitute 3.3% of the total
number of operators. 33% of the
forklift trainee mechanics are females.

Provision of clean water and sanitation


f Periodic monitoring of water consumed within the premises continued to be done during the
year to ensure that there is safe water within the workplace. Testing of effluent water is also
done to check on the quality of water that is discharged from the operations.

Occupational Health and Safety Comments


f A sound occupational health and safety management The strategy for 2023 is to foster a better safety
system is necessary to manage the safety and health culture across the SBUs. Visible Felt Leadership and
of employees in the workplace. The number of lost accountability- for safety performance will be part of
time incidents increased from 8 in 2021 to 9 in performance measurement.
2022. The target of zero DIFR (disabling injuries) was
achieved.

Decentralisation of Auction floors Comments


f A tobacco contract sales management floor was The decentralised operations are key in reducing
developed in Mvurwi to complement the Karoi and emissions from vehicles as farmers no longer
Marondera decentralised floors. need to travel in huge numbers to Harare to sell
their tobacco.
f The initiative optimised the operations of the business
as it enhanced the accessibility of service offering to
clients in the key tobacco farming regions.

38
Integrated Annual Report 2022

2022 Sustainability Initiatives (cont.)

Sound waste management practices and waste


Partnering against child labour – Zero tolerance reduction
Awareness campaigns against child labour in the During the course of the year, efforts were made within
Tobacco production chain were done during farm visits. the business units to improve on the way waste was
being managed. Waste segregation was improved in
Tobacco Sales Floor is also part of an initiative by the Bak Logistics and Agricura as a way to reduce amount
TIMB and the government to eliminate child labour of waste sent for disposal. This enabled the recycling of
issue in tobacco farming. paper, plastic and cardboard.

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

Increased use of Rail Corridors Reforestation efforts


f The Logistics cluster continued to use f The trees planted in December 2022
rail to move containers from Beira. In stimulates creation of environmental
2022 over 300 containers were moved, ecosystems that had been destroyed by
and a big improvement was seen in 2022 deforestation from tobacco farming.
as 1,342 containers were handled from
Maputo, Beira and Durban. Sustainable curing technologies
f TSL partnered TRB and Mamsen
Increasing Electric Forklifts Engineering (Pvt) Limited to provide
f In 2022, a total number of 11 electric a modern curing technology to the
forklifts were purchased to enhance industry. The product is under pilot
climate change action efforts. This brings testing, as the partners are keen to
the percentage of electric forklifts to establish the best model to make the
19.3% of the total fleet. Initial target initiative a resounding success.
for the year was to grow to 22%. 4 LPG
forklifts were added to the fleet during the
year.

Product Life Cycle Analysis impacts are concerned. This exercise is


It is the compilation and evaluation of the ongoing at Bak Logistics.
inputs, outputs and the potential environmental
impacts of a product system throughout its The results from the LCA study will act
life cycle. As the TSL Group looks forward to as baseline information, which will then
achieving its sustainability goals, this tool will be used to find more sustainable ways to
assist in the measurement of the company’s reduce the environmental damage as a
status quo as far as environmental aspects and result of the company’s processes.

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 Engagement (cont)

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.

ENVIRONMENTAL SOCIAL Economic


h Sound waste management h Training and Awareness and Governance
h Products and services h Occupational Health h Risk Management and
quality and safety and Safety Regulatory Compliance
h Climate Change mitigation h Human rights h Ethics
h Energy Efficiency h Diversity and Inclusion h Technology and Innovation
h Talent Development h Financial Performance
h Employee Wellbeing h Tax Payments

ESG Materiality Index

Moderate High Very High

Sound Waste Human rights Financial Performance


Management
Risk management and
Products and Service Quality
Importance to Stakeholders

Regulatory Compliance

Occupational Health and Safety Ethics


Climate Change
Mitigation Employee Wellbeing Tax Payments

Training and Awareness


Technology and Innovation
Talent Development
Energy Efficiency
Diversity and Inclusion

Importance to TSL Limited

42
Integrated Annual Report 2022

Materiality Issues and Reporting Boundaries (cont.)

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

47 Independent Auditor’s Report

51 Consolidated Inflation Adjusted Statement of Profit or Loss

52 Consolidated Inflation Adjusted Statement of Comprehensive


Income

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

56 Notes to the Consolidated Inflation Adjusted Financial


Statements

108 Company Inflation Adjusted Statement of Financial Position

111 Unaudited Historical Cost Consolidated Financial Statements

44
Integrated Annual Report 2022

Statement of Directors’ Responsibilities

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:

Anthony Mandiwanza Derek Odoteye


Chairman Group Chief Executive Officer
30 March 2023 30 March 2023

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.

GOING CONCERN STATEMENT

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.

FUNCTIONAL AND PRESENTATION CURRENCY

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

To the shareholders of TSL Limited

Our adverse opinion

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).

What we have audited


TSL Limited’s consolidated financial statements set out on pages 8 to 55, comprise:
Ɣ the consolidated inflation adjusted statement of financial position as at 31 October 2022;
Ɣ the consolidated inflation adjusted statement of profit or loss for the year then ended;
Ɣ the consolidated inflation adjusted statement of comprehensive income for the year then ended;
Ɣ the consolidated inflation adjusted statement of changes in equity for the year then ended;
Ɣ the consolidated inflation adjusted statement of cash flows for the year then ended; and
Ɣ the notes to the financial statements, which include a summary of significant accounting policies.

Basis for adverse opinion

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

Consolidated inflation adjusted Statement of Profit or Loss


for the year ended 31 October 2022

2022 2021
Notes ZWL ZWL

Revenue from contracts with customers


Sale of goods 7,334,721,407 5,783,802,685
Rendering of services 8,134,225,271 6,625,167,421
Total revenue from contracts with customers 5.1 15,468,946,678 12,408,970,106
Rental income*** 2,274,046,036 1,696,757,530
Total revenue 5 17,742,992,714 14,105,727,636

Cost of sales** 5.2 (4,264,185,443) (3,359,357,313)


Gross profit 13,478,807,271 10,746,370,323

Other operating income 6.1 771,934,000 736,523,616


Fair value gain on investment property 7.3 9,324,081,363 536,224,836
Fair value adjustments on Biological assets 7.3 1,261,064,505 527,294,478
Administration expenses (12,063,293,764) (8,510,567,331)
Other operating expenses 7 (5,087,509,580) (3,043,900,224)
Expected credit losses 19.2 (78,959,549) (31,099,083)
Staff costs 7.1 (5,381,411,524) (3,957,953,915)
Depreciation and amortisation 7.2 (1,515,413,111) (1,477,614,109)

Operating profit 12,772,593,375 4,035,845,922


Fair value adjustments on financial assets held at FVTPL 7.3 (463,492,676) 584,007,609
Net exchange gains /(losses) 7.4 3,045,125,666 (170,820,655)
Net monetary gain /(loss) 11 3,401,592,543 (452,835,573)
Finance costs 7.5 (1,610,793,753) (615,174,512)
Finance income 7.6 298,302 1,631,951

Profit before tax 17,145,323,457 3,382,654,742


Income tax expense 8 (2,994,862,214) (1,101,161,358)
Profit for the year 14,150,461,243 2,281,493,384

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

Basic earnings per share 9 4,094 643


Diluted headline earnings per share 9 1,983 543

* 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

Profit for the year 14,150,461,243 2,281,493,384

Other comprehensive income

Other comprehensive income to be reclassified to profit


in subsequent periods:
Exchange differences on translation of foreign operations (341,855,870) 54,865,722

Other comprehensive income that will not be reclassified to profit/(loss) (341,855,870) 54,865,722
in subsequent periods:

Revaluation of property 12 6,838,691,774 1,081,712,896


Deferred tax on revaluation of property 8 (1,690,524,606) (267,649,950)
5,148,167,168 814,062,946

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

Consolidated inflation adjusted Statement of Financial Position


as at 31 October 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

EQUITY AND LIABILITIES


Equity
Issued share capital 21 629,752,610 627,941,326
Share premium 21 509,735,435 509,735,435
Non distributable reserves 21.1 7,611,047,054 3,138,573,941
Retained earnings 34,059,232,671 19,967,394,092
Equity attributable to owners of the parent 42,809,767,769 24,243,644,794
Non-controlling interest 991,579,714 1,231,159,445
Total equity 43,801,347,483 25,474,804,239

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

Anthony Mandiwanza Derek Odoteye


Chairman Group Chief Executive Officer
30 March 2023 30 March 2023

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

Interest received 7.6 298,302 1,631,951


Interest paid 27.2 (1,610,793,753) (615,174,512)
Income tax paid 27.5 (542,429,894) (492,618,607)
Net cash flows from operating activities 737,831,012 3,613,328,761

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)

Net decrease in cash and cash equivalents (1,652,464,743) 1,303,469,653


Cash and cash equivalents at 01 November 1,149,395,058 1,729,027,733
Net unrealised exchange gain 1,105,397,439 151,496,221
Effects of inflation 2,299,522,735 (2,034,598,549)

Cash and cash equivalents at 31 October 20 2,901,850,489 1,149,395,058

* 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

Issued Share distributable Non-


capital premium reserves Retained controlling Total
HYPER INFLATIONARY Notes Note 20 Note 20 Note 20.1 earnings Total interest Equity
ZWL ZWL ZWL ZWL ZWL ZWL ZWL

As at 1 November 2021 627,941,326 509,735,435 3,138,573,941 19,967,394,092 24,243,644,794 1,231,159,445 25,474,804,239


Foreign currency translation reserve - - (341,855,870) - (341,855,870) - (341,855,870)
Profit for the year - - - 14,724,149,719 14,724,149,719 (573,688,476) 14,150,461,243
Other comprehensive income excl FCTR - - 4,814,058,423 - 4,814,058,423 334,108,745 5,148,167,168

Total comprehensive income - - 4,472,202,553 14,724,149,719 19,196,352,272 (239,579,731) 18,956,772,541


Ordinary dividend paid to equity
holders of the parent - - - (632,311,140) (632,311,140) - (632,311,140)
Employee share options exercised 1,811,284 - (1,811,284) - - - -
Employee share option expense - - 2,081,844 - 2,081,844 - 2,081,844
At 31 October 2022 629,752,610 509,735,435 7,611,047,054 34,059,232,671 42,809,767,770 991,579,714 43,801,347,484

As at 1 November 2020 627,941,326 509,735,435 2,405,661,355 18,497,236,575 22,040,574,691 1,104,447,560 23,145,022,251


Profit /(loss) for the year - - - 2,295,896,345 2,295,896,345 (14,402,961) 2,281,493,384
Other comprehensive income - - 727,813,822 - 727,813,822 141,114,846 868,928,668

Total comprehensive income - - 727,813,822 2,295,896,345 3,023,710,167 126,711,885 3,150,422,052


Employee share option expense - - 5,098,764 - 5,098,764 - 5,098,764
Dividends (Note 24) - - - (825,738,828) (825,738,828) - (825,738,828)
At 31 October 2021 627,941,326 509,735,435 3,138,573,941 19,967,394,092 24,243,644,794 1,231,159,445 25,474,804,239
Consolidated inflation adjusted Statement of Changes in Equity

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 registered office is located at 28 Simon Mazorodze road, Southerton, Harare.

The principal activities of the Group are described in Note 11.

2. SIGNIFICANT ACCOUNTING POLICIES

2.1 Basis of preparation


The Consolidated inflation adjusted financial statements of the Group have been prepared in accordance with International Financial
Reporting Standards (IFRS) as issued by the international Accounting Standards Board (IASB) with the exception to IAS 21 Effects of
Changes in Exchange Rates on accounting for change in functional currency in prior year and IAS 8, “Accounting Policies, Changes
in Accounting Estimates and Errors” for non-correction of the prior year non-compliance with IAS 21. This is because it has been
impracticable to fully comply with IFRS in the current and prior year, due to the need to comply with local legislation, specifically
Statutory Instrument 33 of 2019. The Financial statements are also restated to take account of the effects of inflation in accordance with
IAS 29, (Financial Reporting in Hyperinflationary Economies).

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.

2.2 Inflation adjustment


IAS 29 requires that the financial statements prepared in the currency of a hyper-inflationary economy be stated in terms of the
measuring unit current at the balance sheet date and the corresponding figures for the previous period be stated in the same terms. The
restatement has been calculated by means of conversion factors derived from the consumer price index. The Group used the following
inflation adjustment factors derived from the monthly Consumer Price Indices as published by the Reserve Bank of Zimbabwe:

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

Notes to the consolidated inflation adjusted


financial statements (cont.)

2.3 Statement of compliance


The Group’s inflation adjusted financial statements have been prepared in accordance with International Financial Reporting Standards
(“IFRS”), promulgated by the International Accounting Standards Board (IASB) with the exception to IAS 21 Effects of Changes in Exchange
Rates on accounting for change in functional currency and IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors, due
to inability of the Group to comply with both IAS 21 requirements and the laws and regulations stemming from Statutory Instruments
(“SI”) 33 in prior years . The Consolidated inflation adjusted financial statements also comply with the Zimbabwe Companies and Other
Business Entities Act (Chapter 24:31) and the Zimbabwe Stock Exchange (ZSE) Listing Requirements. The principal accounting policies
applied in the preparation of these consolidated inflation adjusted annual financial statements are, except where stated consistent with
those applied in the previous annual financial statements.

2.4 Basis of consolidation


The Consolidated inflation adjusted financial statements comprise the financial statements of the Company, its associates and its
subsidiaries as at 31 October 2022. Subsidiaries are fully consolidated from the date of acquisition, being the date on which the Group
obtains control, and continue to be consolidated until the date that such control ceases. The financial statements of the subsidiaries are
prepared for the same reporting period as the parent company, using consistent accounting policies.

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.

2.5 Business combinations and goodwill


Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate of the
consideration transferred, measured at acquisition date fair value and the amount of any non-controlling interest in the acquiree. For
each business combination, the acquirer measures the non-controlling interest in the acquiree either at fair value or at the proportionate
share of the acquiree’s identifiable net assets. Acquisition costs incurred are expensed and included in administrative expenses.

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.

2.6 Investment in associates


An associate is an entity over which the Group has significant influence. Significant influence is the power to participate in the financial
and operating policy decisions of the investee but is not control or joint control over those policies.

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.

2.7 Foreign currency translation


The Group’s Consolidated inflation adjusted financial statements are presented in Zimbabwean dollars (ZWL), which is also the parent
company’s functional currency. For each entity, the Group determines the functional currency and items included in the financial
statements of each entity are measured using that functional currency. The Group uses the direct method of consolidation and on
disposal of a foreign operation, the gain or loss that is re-classified to profit or loss reflects the amount that arises from using this method.

i) Transactions and balances


Transactions in foreign currencies are initially recorded by the Group’s entities at their respective functional currency spot rates
at the date the transaction first qualifies for recognition. Monetary assets and liabilities denominated in foreign currencies are
translated at the functional currency spot rates of exchange at the reporting date.

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

Notes to the consolidated inflation adjusted


financial statements (cont.)

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.

ii) Group companies


On consolidation, the assets and liabilities of foreign operations are translated into ZWL at the rate of exchange prevailing at the
reporting date and their statements of profit or loss are translated at exchange rates prevailing at the dates of the transactions.
The exchange differences arising on translation for consolidation are recognised in OCI. On disposal of a foreign operation, the
component of OCI relating to that particular foreign operation is reclassified to profit or loss.

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.

2.8 Current versus non-current classification


The Group presents assets and liabilities in the consolidated statement of financial position based on current/non-current classification.
An asset is current when it is:
• Expected to be realised or intended to be sold or consumed in the normal operating cycle
• Held primarily for the purpose of trading
• Expected to be realised within twelve months after the reporting period Or
• Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the
reporting period

All other assets are classified as non-current. A liability is current when:


• It is expected to be settled in the normal operating cycle
• It is held primarily for the purpose of trading
• It is due to be settled within twelve months after the reporting period Or
• There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period.

The 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.

The Group classifies all other liabilities as non-current.

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

2.9 Intangible assets


Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a business
combination is their fair value at the date of acquisition. Following initial recognition, intangible assets are carried at cost less any
accumulated amortisation and accumulated impairment losses. Internally generated intangibles, excluding capitalised development
costs, are not capitalised and the related expenditure is reflected in profit or loss in the period in which the expenditure is incurred.

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

Research and development costs


Research costs are expensed as incurred. Development expenditures on an individual project are recognised as an intangible asset when
the Group can demonstrate:
• The technical feasibility of completing the intangible asset so that the asset will be available for use or sale
• Its intention to complete and its ability and intention to use or sell the asset
• How the asset will generate future economic benefits
• The availability of resources to complete the asset
• The ability to measure reliably the expenditure during development

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.

2.10 Revenue and other income recognition


Revenue is measured based on the consideration to which the Group expects to be entitled in a contract with a customer and excludes
amounts collected on behalf of third parties. The Group recognises revenue when it transfers control of a product or service to a
customer. Revenue is presented net of value added tax (VAT), rebates and discounts. The Group assesses its revenue arrangements
against specific criteria in order to determine if it is acting as principal or agent. The Group has concluded that it is acting as a principal
in all of its revenue arrangements. The Group recognises revenue from the following major sources;

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.

ii) Rendering of services


The Group renders tobacco auctioning services and total logistics solutions. Revenue from auctioning services is recognised after
the auction has taken place (point in time).Revenue from logistic services- is recognised by reference to the stage of completion
Stage of completion is measured by reference to labour hours incurred to date as a percentage of total estimated labour hours for
each contract. Where the contract outcome cannot be measured reliably, revenue is recognised only to the extent that the expenses
incurred are eligible to be recovered.

iii) Rental income


The Group leases land and buildings as well as hessian wraps.

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.

iv) Revenue from farming operations


The Group’s farming operations involve the production and sale of agricultural produce which comprises bananas, wheat, maize and
other crops. Revenue from the farming operations is recognised when control of the farm produce is transferred to the customer at
an amount that reflects the consideration to which the Group expects to be entitled in exchange for those products. This is when the
goods are delivered to the Grain Marketing board and other customers.

v) Customer contract related balances Contract assets


A contract asset is the right to consideration in exchange for goods or services transferred to the customer. If the Group performs
by transferring goods or services to a customer before the customer pays consideration or before payment is due, a contract asset is
recognised for the earned consideration that is conditional.

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.

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Integrated Annual Report 2022

Notes to the consolidated inflation adjusted


financial statements (cont.)

Right of return assets


Right of return asset represents the Group’s right to recover the goods expected to be returned by customers. The asset is measured at the
former carrying amount of the inventory, less any expected costs to recover the goods, including any potential decreases in the value of
the returned goods. The Group updates the measurement of the asset recorded for any revisions to its expected level of returns, as well
as any additional decreases in the value of the returned products.

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.

Cost to obtain a contract


The Group has elected to apply the optional practical expedient for costs to obtain a contract which allows the Group to immediately
expense sales commissions because the amortisation period of the asset that the Group otherwise would have used is one year or less.

2.11 Cost of sales


Cost of sales comprises of raw materials, direct labour, packaging and consumables used and any other direct handling costs incurred.

2.12 Taxes

Current income tax


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

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.

Valued added tax


Revenues, expenses and assets are recognised net of the amount of value added tax, except
a) Where the value added tax incurred on a purchase of assets or services is not recoverable from the taxation authority, in which case
the value added tax is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable.

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.

2.13 Property, plant and equipment


Plant, equipment and motor vehicles are stated at cost, net of accumulated depreciation and/or accumulated impairment losses, if any.
Such cost includes the cost of replacing part of the plant, equipment and motor vehicles and borrowing costs for long-term construction
projects if the recognition criteria are met. When significant parts of plant, equipment and motor vehicles are required to be replaced
at intervals, the Group recognises such parts as individual assets with specific useful lives and depreciate them accordingly. Likewise,
when a major inspection is performed, its cost is recognised in the carrying amount of the plant and equipment as a replacement if
the recognition criteria are satisfied. The carrying amount of those parts of plant, equipment and motor vehicles that are replaced is
derecognised. All other repair and maintenance costs are recognised in the statement of profit or loss as incurred.

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

No depreciation is charged on freehold land and capital work in progress.

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

Notes to the consolidated inflation adjusted


financial statements (cont.)

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.

ii) Lease liabilities


At the commencement date of the lease, the Group recognises lease liabilities measured at the present value of lease payments
to be made over the lease term. The lease payments include fixed payments (including in-substance fixed payments) less any lease
incentives receivable, variable lease payments that depend on an index or a rate.

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.

iii) Short-term leases and leases of low-value assets


The Group applies the short-term lease recognition exemption to its short-term leases of machinery and equipment (i.e., those leases
that have a lease term of 12 months or less from the commencement date and do not contain a purchase option). It also applies the
lease of low-value assets recognition exemption to leases of office equipment that are considered to be low value. Lease payments
on short-term leases and leases of low-value assets are recognised as expense on a straight-line basis over the lease term.

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.

2.15 Borrowing costs


Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period
of time to get ready for its intended use or sale are capitalised as part of the cost of the respective assets. All other borrowing costs
are expensed in the period they occur. Borrowing costs consist of interest and other costs that an entity incurs in connection with the
borrowing of funds.

2.16 Investment properties


Investment property comprises completed property and property under construction or re-development that is held to earn rentals or
for capital appreciation or both. Property held under a lease is classified as investment property when the definition of an investment
property is met.

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.

2.17 Fair value measurement


The Group measures non-financial instruments such as investment properties, biological assets and land and buildings, at fair value at
each reporting date.

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

Notes to the consolidated inflation adjusted


financial statements (cont.)

2.18 Financial instruments


A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of
another entity.

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 (debt instruments)


This category is the most relevant to the Group. The Group measures financial assets at amortised cost if both of the following conditions
are met:
• The financial asset is held within a business model with the objective to hold financial assets in order to collect contractual cash
flows; and
• The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and
interest on the principal amount outstanding

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


Financial assets at fair value through profit or loss include financial assets held for trading, financial assets designated upon initial
recognition at fair value through profit or loss, or financial assets mandatorily required to be measured at fair value. Financial assets are
classified as held for trading if they are acquired for the purpose of selling or repurchasing in the near term. Financial assets with cash
flows that are not solely payments of principal and interest are classified and measured at fair value through profit or loss, irrespective
of the business model. Notwithstanding the criteria for debt instruments to be classified at amortised cost or at fair value through OCI,
as described above, debt instruments may be designated at fair value through profit or loss on initial recognition if doing so eliminates,
or significantly reduces, an accounting mismatch.

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.

Impairment of financial assets


The Group recognises an allowance for expected credit losses (ECLs) for all debt instruments not held at fair value through profit or loss.
ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that
the Group expects to receive, discounted at an approximation of the original effective interest rate. The expected cash flows will include
cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms.

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.

ii) Financial liabilities


Initial recognition and measurement
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings,
payables, or as derivatives designated as hedging instruments in an effective hedge, as appropriate.

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:

Loans and borrowings


After initial recognition, interest bearing loans and borrowings are subsequently measured at amortised cost using the effective interest
rate method. Gains and losses are recognised in the statement of profit or loss when the liabilities are derecognised as well as through the
effective interest rate method (EIR) amortisation process. Amortised cost is calculated by taking into account any discount or premium on
acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included in finance costs in the profit and loss.

Trade and other payables


Trade and other payables were initially measured at fair value, and were subsequently measured at amortised cost, using the effective
interest rate method.

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.

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Integrated Annual Report 2022

Notes to the consolidated inflation adjusted


financial statements (cont.)

iii) Offsetting of financial instruments


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

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.

2.20 Impairment of non-financial assets


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

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.)

2.21 Cash and Cash equivalents


Cash and bank balances in the consolidated statement of financial position comprise cash at banks and on hand net of outstanding bank
overdrafts.

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.

2.23 Pensions and other post-employment benefits


The Group operates defined contribution pension plans, which require contributions to be made to separately administered funds.

Retirement benefits
Retirement benefits are provided for eligible Group employees through various independently administered defined contribution
schemes, including the National Social Security Authority.

Defined contribution plans


Contributions to these funds are recognised as an expense in the period to which employees’ service relate.

Short-term employee benefits


Short-term employee benefits are those expected to be settled wholly before twelve months after the end of the annual reporting period
during which employee services are rendered, but do not include termination benefits. Examples include wages, salaries, bonuses and
non-monetary benefits paid to current employees.

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.

2.24 Biological assets


The Group’s biological assets relate to growing crops which comprise maize, wheat, tobacco, soya beans and bananas fruit growing on
bearer plants ,all referred to as biological assets.

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.

2.25 Operating Segment Information


The Group identifies segments as components of the Group that engage in business activities from which revenues are earned and
expenses incurred (including revenues and expenses relating to transactions with other components of the same entity), whose operating
results are regularly reviewed by the entity’s chief operating decision maker to make decisions about resources to be allocated to the
segment and assess its performance, and for which discrete financial information is available.

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.

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Integrated Annual Report 2022

Notes to the consolidated inflation adjusted


financial statements (cont.)

2.26 Share based payments


The cost of equity-settled transactions is determined by the fair value at the date when the grant is made using an appropriate valuation
model, further details of which are given in Note 26. That cost is recognised in employee benefits in profit or loss as disclosed together with
a corresponding increase in equity (other capital reserves), over the period in which the service and, where applicable, the performance
conditions are fulfilled (the vesting period). The cumulative expense recognised for equity-settled transactions at each reporting date
until the vesting date reflects the extent to which the vesting period has expired and the Group’s best estimate of the number of equity
instruments that will ultimately vest. The expense or credit in profit or loss for a period represents the movement in cumulative expense
recognised at the beginning and end of that period.

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.

3 CHANGES IN ACCOUNTING POLICY AND DISCLOSURES

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.
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.

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.

Number Effective date Executive summary


Annual improvements cycle Annual periods These amendments include minor changes to:
2018 -2020 beginning on or
after 1 January 2022 · IFRS 1, ‘First time adoption of IFRS’ has been amended for a
subsidiary that becomes a first-time adopter after its parent. The
(Published May subsidiary may elect to measure cumulative translation differ-
2020) ences for foreign operations using the amounts reported by the
parent at the date of the parent’s transition to IFRS.

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

Number Effective date Executive summary


Annual improvements Annual periods · IFRS 9, ‘Financial Instruments’ has been amended to
cycle2018 -2020 beginning on or include only those costs or fees paid between the
after1 January borrower and the lender in the calculation of “the 10%
2022 test” for derecognition of a financial liability. Fees paid to
third parties are excluded from this calculation.
(Published May
2020) · IFRS 16, ‘Leases’, amendment to the Illustrative Example
13 that accompanies IFRS 16 to remove the illustration of
payments from the lessor relating to leasehold improvements.
The amendment intends to remove any potential confusion
about the treatment of lease incentives.

· IAS 41, ‘Agriculture’ has been amended to align the requirements


for measuring fair value with those of IFRS 13. The amendment
removes the requirement for entities to exclude cash flows for
taxation when measuring fair value.

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’.

Under the amendment, costs to fulfill a contract include incremental


(Published May costs and the allocation of other costs that relate directly to fulfilling
2020) the 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

Notes to the consolidated inflation adjusted


financial statements (cont.)

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.

Number Effective date Executive summary


IFRS 17, ‘Insurance contracts’ Annual periods The IASB issued IFRS 17, ‘Insurance contracts’, and thereby started a
beginning on or new epoch of accounting for insurers. Whereas the current standard,
after 1 January 2023 IFRS 4, allows insurers to use their local GAAP, IFRS 17 defines clear
and consistent rules that will significantly increase the comparability
Early application of financial statements. For insurers, the transition to IFRS 17 will
is permitted for have an impact on financial statements and on key performance
entities that apply indicators.
IFRS 9, ‘Financial
Instruments’, and Under IFRS 17, the general model requires entities to measure
IFRS 15, ‘Revenue an insurance contract at initial recognition at the total of the
from Contracts with fulfillment cash flows (comprising the estimated future cash flows,
Customers’, at or an adjustment to reflect the time value of money and an explicit risk
before the date of adjustment for non-financial risk) and the contractual service margin.
initial application of
IFRS 17. The fulfillment cash flows are remeasured on a current basis each
reporting period. The unearned profit (contractual service margin) is
(Published May recognised over the coverage period.
2017)
Aside from this general model, the standard provides, as a
simplification, the premium allocation approach. This simplified
approach is applicable for certain types of contract, including those
with a coverage period of one year or less.

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.

This is likely not applicable to the Group when it becomes effective.


Amendment to IAS 1, Annual periods The amendment clarifies that liabilities are classified as either
‘Presentation of Financial beginning on or current onon-current, depending on the rights that exist at the end
Statements’ on Classification after 1 January of the reporting period. A number of requirements are required to be
of Liabilities as Current or 2023. met in conjunction with this amendment.
Non-current Amendments
to IAS 12, Income Taxes: (Published Jan 2020) The amendments require companies to recognise deferred tax on
Deferred Tax related to transactions that, on initial recognition give rise to equal amounts of
Assets and Liabilities arising Annual periods taxable and deductible temporary differences.
from a Single Transaction beginning on or
after 1 January
2023. Earlier
application is
permitted.

(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

Notes to the consolidated inflation adjusted


financial statements (cont.)

4. SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS

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:

4.1.1 Property lease classification– Group as lessor


The Group has entered into commercial property leases on its investment properties and hessian wraps. The Group has determined,
based on an evaluation of the terms and conditions of the arrangements, that it retains all the significant risks and rewards of ownership
of these properties and accounts for the contracts as operating leases.

4.1.2 Classification of investment property


Investment properties consist of land and buildings that are let out to clients for purpose of earning rentals. In some circumstances
the leasing arrangement involves provision of ancillary services. These come in the form of handling and administration. Where these
ancillary services are considered to be significant, the assets are classified as property, plant and equipment.

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.

4.1.3 Foreign Exchange rate.


The Group applied the interbank exchange rate to translate foreign currency denominated transactions and balances since its introduction
on 22 February 2019 to 22 June 2020. This includes the period between March and June 2020 when the interbank exchange rate was
fixed at 25. The Reserve Bank of Zimbabwe introduced the foreign exchange auction system which was effective from 23 June 2020. The
Group therefore applied this foreign exchange auction rate from that date until year end. We believe that the auction rate approximates
an IAS21 compliant exchange rate because it is observable and legal. The Group had immediate access to this system as some of
components were successful in obtaining foreign currency from the platform.

4.2 Estimates and assumptions


The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant
risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below.

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.

4.2.1 Revaluation of property, plant and equipment and investment properties


The Group carries its investment properties at fair value, with changes in fair value being recognised in the income statement. In addition,
it measures land and buildings at revalued amounts with changes in fair value being recognised in other comprehensive income. The
fair values of the properties were based on valuations performed by an accredited independent valuer. A professional valuer determined
the fair values of investment properties based on comparable market prices adjusted for specific market factors such as nature, location
and condition of the property. For investment properties where there is no comparable market prices, the Directors used a valuation
methodology based on a capitalisation model.

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

4.2.3 Impairment of non-financial assets


An impairment exists when the carrying value of an asset or cash generating unit exceeds its recoverable amount, which is the higher of
its fair value less costs of disposal and its value in use.

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.

4.2.5 Fair valuation of Biological assets


Biological assets comprise of growing crops. At initial recognition, biological assets are valued at fair value. Fair value of the biological
assets is determined by reference to the average theoretical life span of crops and the prevailing market prices. The crops are evaluated
in terms of their respective life span at the reporting date. On that basis, an indicative value is established using the prevailing local and
international market prices for the respective products. A discount factor of 28.4% per annum has been used. This discount factor was
derived from the weighted average cost of capital (WACC) using the Gordon Growth Model. Fair value movements of the biological
assets are recognized in profit or loss. The key assumptions used to determine the fair value are explained on Note 14.

4.2.6 Share-based payments


Estimating fair value for share-based payment transactions requires determination of the most appropriate valuation model, which
depends on the terms and conditions of the grant. This estimate also requires determination of the most appropriate inputs to the
valuation model including the expected life of the share option or appreciation right, volatility and dividend yield and making assumptions
about them. The Group initially measures the fair value of equity-settled transactions with employees at the grant date, the Group uses
the Black Scholes model. The assumptions and models used for estimating fair value for share-based payment transactions are disclosed
in Note 26.

4.2.7 Leases - Estimating the incremental borrowing rate


The Group cannot readily determine the interest rate implicit in the lease, therefore, it uses its incremental borrowing rate (IBR) to
measure lease liabilities. The IBR is the rate of interest that the Group would have to pay to borrow over a similar term, and with a similar
security, the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic environment. The IBR
therefore reflects what the Group ‘would have to pay’, which requires estimation when no observable rates are available (such as for
subsidiaries that do not enter into financing transactions) or when they need to be adjusted to reflect the terms and conditions of the
lease (for example, when leases are not in the subsidiary’s functional currency).

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.

4.2.8 Inflation adjustment


In restating the historical accounting records for inflation accounting, the following assumptions were made:
• Property, plant and equipment additions and disposal are indexed at the month’s index irrespective of the date of purchase.
• Inflation index value of non-monetary assets approximates fair values where formal revaluations have not been done.
• The Consumer Price Index (CPI) as determined by Zimbabwe National Statistics Agency was applied as the relevant index factor for
the purpose of indexation to comply with IAS 29.

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.

4.3 Functional and Presentation Currency


These financial statements are presented in Zimbabwe Dollars (ZWL) which is the functional and presentation currency of the Group as
this is the currency of the primary economic environment in which the Group operates. During the 2019 financial year the functional
currency of the Group changed from USD to ZWL as a result of currency changes announced by monetary authorities. Since then the
Directors have continued to assess as guided by IAS21 and consistent with the guidance issued the Public Accountants and Auditors
Board(PAAB) whether use of the ZWL as the functional currency of the Group is still appropriate. Based on the assessment, the Directors
have concluded that the Group’s functional currency continues to be the ZWL. The Group complied with all relevant statutory instruments
and Zimbabwe Companies and Other Business Entities Act (Chapter 24:31) in the financial statements preparation in historical cost
purposes in that all foreign currency transactions during the year were translated using the Reserve Bank of Zimbabwe Auction rate. The
Auction rate as at year end was USD1: ZWL632,11.

74
Integrated Annual Report 2022

Notes to the consolidated inflation adjusted


financial statements (cont.)

2022 2021
ZWL ZWL
5. REVENUE FROM CONTRACTS WITH CUSTOMERS

Sale of goods 7,334,721,406 5,783,802,685


Rendering of services 8,134,225,272 6,625,167,421
Revenue from contracts with customers 15,468,946,678 12,408,970,106
Rental income 2,274,046,036 1,696,757,530
Total revenue for the Group 17,742,992,714 14,105,727,636

5.1 Revenue from contracts with customers


Disaggregated revenue information
Set out below is the disaggregation of the Groups revenue from contracts with customers:

Segments

Type of goods and services


Agro inputs and materials 4,816,854,543 4,929,971,607
Tobacco auctioning 1,946,289,368 1,844,451,462
Farming operations 2,459,125,506 1,530,727,497
Agricultural 9,222,269,417 8,305,150,566
Logistics services 7,088,393,951 4,988,040,288
Administration services 814,573,195 460,726,706
Intersegmental revenue (1,656,289,885) (1,344,947,454)
Total revenue from contracts with customers 15,468,946,678 12,408,970,106

Timing of revenue recognition


Goods and services transferred at a point in time 9,658,689,319 6,625,167,421
Services transferred over time 5,810,257,359 5,783,802,685
Total revenue from contracts with customers 15,468,946,678 12,408,970,106

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

5.2 Cost of sales


Raw materials 2,000,226,533 2,266,287,299
Consumables 61,669,912 352,085,976
Labour 2,202,288,998 740,984,038
4,264,185,443 3,359,357,313

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

6.1 Other operating income


Property rates and recoveries 278,406,859 286,573,075
Gain on disposal of property, plant and equipment 64,667,618 41,287,468
Commissions 549,687 321,997,423
Sale of scrap etc. 428,309,836 86,665,650
771,934,000 736,523,616

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

Motor vehicles expenses 403,307,572 409,981,785


Repairs and maintenance 196,881,282 142,698,297
Sales and marketing 299,080,389 104,482,500
Fuel expenses 213,531,326 188,171,993
Royalties 44,466,013 25,722,384
General expenses 1,292,978,445 768,795,595
Other operating expenses 2,637,264,553 1,404,047,670
Total administration expenses 5,087,509,580 3,043,900,224

7.1 Staff costs


Wages and salaries 4,782,818,727 3,601,293,762
Social security costs 71,303,635 84,122,754
Pension costs (Note 25.1) 527,289,162 272,537,399
Total employee benefits expense 5,381,411,524 3,957,953,915

7.2 Depreciation and amortisation included in the


consolidated statement of profit or loss
Depreciation (Note 12) 1,038,540,737 1,118,467,924
Depreciation right of use (Note 16) 458,709,731 329,239,577
Amortisation (Note 15) 18,162,643 29,906,608
Total 1,515,413,111 1,477,614,109

7.3 Fair value adjustments


Fair value gains on Investment Property (Note 13) 9,324,081,363 536,224,836
Fair value adjustments on financial assets held at FVTPL (Note 10) (463,492,676) 584,007,609
Fair value gains on Biological assets (Note 14) 1,261,064,505 527,294,478
10,121,653,192 1,647,526,923

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

Notes to the consolidated inflation adjusted


financial statements (cont.)

2022 2021
ZWL ZWL
7 ADMINISTRATION EXPENSES (continued)

7.4 Exchange gains and losses


Exchange gains 84,027,861,587 9,169,097,431
Exchange losses (80,982,735,921) (9,339,918,086)
Net exchange gains /(losses) 3,045,125,666 (170,820,655)

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

7.6 Finance income


Interest received comprises:
Interest on bank balances 298,302 1,631,951

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

Profit before tax 17,145,323,457 3,382,654,742


Reconciliation of income tax expense for the year:
Notional tax at statutory rates 4,238,323,959 (836,192,252)

Adjustments relating to:


Changes in tax rate
Monetary gain /loss (840,873,676) (452,835,573)
Net non-deductible expenses/income 12,900,230 2,191,372,113
Assessed losses recognised - 198,817,071
Actual income tax expense 3,410,350,512 1,101,161,358

Effective tax rate 20% 33%

Net non-deductible expenses/income 12,900,230 2,191,372,113


Depreciation of fixed assets 374,610,121 1,477,614,109
Donations and other disallowable expenses 1,157,828 6,968,917
Entertainment 6,814,809 13,504,111
Fines and penalty interest 3,440,886 13,504,111
Net unrealised exchanges gains/losses (194,909,656) 650,668,524
Other non-deductible (180,295,602) 24,013,576
Employee share expense 2,081,844 5,098,765

77
Notes to the consolidated inflation adjusted
financial statements (cont.)

2022 2021
ZWL ZWL
8 INCOME TAX (continued)

8.1 Deferred tax


Deferred tax relates to the following:

Consolidated statement of financial position


Property, plant and equipment 4,272,547,152 1,331,177,650
Investment properties 1,241,455,154 550,771,358
Inventory - 346,280,784
Exchange differences 1,272,646,886 (36,299,424)
Right of use 207,969,810 206,134,182
Lease liability (150,279,961) (85,890,988)
Provisions (195,668,249) (67,323,545)
Assessed losses (84,006,264) (14,882,067)

Net Deferred tax liability 6,564,664,529 2,229,967,950

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).

9 BASIC EARNINGS PER SHARE

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

Net profit attributable to ordinary equity holders of the


parent adjusted for the effect of dilution 14,724,149,719 2,295,896,345

Number of ordinary shares at the beginning of the year 357,102,445 357,102,445


Weighted impact of issue of shares during the year 500,663 -

Weighted average number of ordinary shares at the end of the year,


used in calculating basic earnings per share. 357,603,108 357,102,445

Weighted average number of ordinary shares at the end of the year,


used in calculating basic earnings per share. 357,603,108 357,102,445
Add dilutive element of share options 3,432,854 -

Weighted average number of ordinary shares at the end of the year,


used in calculating diluted earnings per share. 361,035,962 357,102,445

There have been no other transactions involving ordinary shares or potential ordinary shares during the reporting period.

78
Integrated Annual Report 2022

Notes to the consolidated inflation adjusted


financial statements (cont.)

9 BASIC EARNINGS PER SHARE (continued)

Headline earnings per share


Headline earnings comprises of basic earnings attributable to equity holders of the parent adjusted for remeasurement of assets and
liabilities that do not form part of the trading activities of the Group net of their related tax effects and share of non-controlling interest
as applicable.

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

Earnings per share:


- Basic, profit for the year attributable to ordinary equity holders of the parent 4,094 643
- Diluted, profit for the year attributable to ordinary equity holders of the parent 4,078 643
- Headline earnings per share 2,002 549
- Diluted headline earnings per share 1,983 549
- Dividend per share 177 231

10 FINANCIAL ASSETS HELD AT FVTPL

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

Opening balance 739,825,219 155,825,495


Inflation adjustment effect 20,061 (7,885)
Fair value adjustment (463,492,676) 584,007,609
Closing balance 276,352,604 739,825,219

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.)

11 SEGMENT INFORMATION (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.

Measurement of operating segment profit or loss, assets and liabilities


The accounting policies of the operating segments are the same as those described in the summary of significant accounting policies.
The Board primarily uses a measure of operating profit to assess the performance of the operating segments. In addition information on
revenue, assets and liability is reviewed by the Board.

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

Segment operating profit 584,291,036 2,125,583,684 10,460,585,356 (255,583,819) (142,282,882) 12,772,593,375

Operating assets 4,273,860,135 16,347,370,329 34,040,335,009 2,047,910,002 - 56,709,475,475

Operating liabilities (1,121,449,626) (2,311,045,981) (253,824,622) (76,270,385) - (3,762,590,614)

Other profit and loss disclosures


Depreciation and amortisation (541,501,561) (846,319,019) (46,187,446) (81,405,085) - (1,515,413,111)
Fair value adjustments - 1,261,064,505 9,324,081,363 (463,492,676) - 10,121,653,192
Cost of sales (243,526,098) (4,142,155,094) - - 121,495,750 (4,264,185,442)
Staff costs (2,277,599,337) (2,357,468,398) (166,762,492) (579,581,297) - (5,381,411,524)
Royalties (44,466,013) - - - - (44,466,013)
Fuel expenses (146,449,137) (40,174,546) (7,610,330) (19,297,313) - (213,531,326)
Monetary gain 744,006,371 (2,634,608,260) 3,663,812,078, 1,628,382,354 - 3,401,592,543
Expected credit losses (64,388,932) (706,085,966) (10,156,474) - - (780,631,372)
Income tax expenses (747,280,777) 97,545,524 (152,816,189) (1,283,926) (2,191,026,846) (2,994,862,214)

Year ended 31 October 2021

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

Segment operating profit 512,830,907 2,603,187,680 1,090,106,840 (170,279,505) - 4,035,845,922

Operating assets 2,829,519,855 12,823,928,847 16,188,484,255 3,515,359,250 (3,121,565,191) 32,235,727,016

Operating liabilities (716,825,398) (1,813,359,294) (1,617,584,824) (1,196,160,802) 2,915,638,881 (2,428,291,437)

Other profit and loss disclosures


Depreciation, amortisation
and impairment (495,777,463) (909,152,517) (56,197,685) (16,486,444) - (1,477,614,109)
Fair value adjustments - 527,294,478 536,224,836 584,007,609 - 1,647,526,923
Cost of sales (83,454,043) (3,275,903,270) - - - (3,359,357,313)
Staff costs (1,797,614,598) (1,639,221,817) (112,783,784) (408,333,716) - (3,957,953,915)
Royalties (25,722,384) - - - - (25,722,384)
Fuel expenses (120,192,453) (54,694,054) (6,961,743) (6,323,743) - (188,171,993)
Monetary (loss)/gain (174,052,133) (426,299,791) 268,286,587 (407,839,108) 287,068,872 (452,835,573)
Expected credit losses (80,830,880) (202,869,793) (8,598,527) (3,591,376) - (295,890,576)
Income tax expenses 60,290,394 (550,656,554) (610,795,198) - - (1,101,161,358)

80
Integrated Annual Report 2022

Notes to the consolidated inflation adjusted


financial statements (cont.)

11 SEGMENT INFORMATION (continued)

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.

Adjustments and eliminations


Finance income and expenses are not allocated to individual segments as the underlying instruments are managed on a Group basis.
Capital expenditure consists of additions of property, plant and equipment, including assets from the acquisition of subsidiaries.

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)

Group profit before tax 17,145,323,457 3,382,654,742

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

Group operating assets 58,030,430,413 34,021,052,886

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

Group operating liabilities 14,176,319,242 8,546,248,648

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.)

12 PROPERTY, PLANT AND EQUIPMENT

Land and Plant and Motor Work in Bearer Hessian


buildings equipment vehicles progress plants wraps Total
ZWL ZWL ZWL ZWL ZWL ZWL ZWL

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.

Disclosure under Cost Model


The Zimbabwean economy is currently under hyperinflation trends, hence the initial costs for all buildings purchased pre 2019 were
wiped out by inflation and dollarisation, hence its impossible to present these assets at costs except on additions which were done
afterwards. These amounts to ZWL597 million. The revaluation surplus is not available for distribution to shareholders when determining
dividends payable.

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

Notes to the consolidated inflation adjusted


financial statements (cont.)

Capital work in progress


Included in property, plant and equipment at 31 October 2022 was an amount ZWL215 million (2021: ZWL132 million) relating to
expenditure for property and plant in the course of construction.

Capitalised borrowing costs


No borrowing costs were capitalised during the year ended 31 October 2022.

Revaluation of property, plant and equipment


The Group’s land and buildings consists of industrial and commercial properties in Zimbabwe. As at 31 October 2022 and 31 October
2021, the fair values of the properties were based on valuations performed by Dawn Property Consultancy (Private) Limited, an accredited
independent valuer. Dawn Property Consultancy (Private) Limited is a specialist in valuing these types of land and buildings.

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.

13 INVESTMENT PROPERTIES NON CURRENT ASSETS AT FAIR VALUE

Freehold investment properties 2022 2021


ZWL ZWL

At 01 November 2021 11,971,873,108 10,783,210,238


Additions (subsequent expenditure) - 652,438,034
Inflation effect 324,626 -
Net gain from fair value adjustment 9,324,081,363 536,224,836

At 31 October 2022 21,296,279,097 11,971,873,108

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

Rental income derived from investment properties 2,274,046,036 1,696,757,530


Operating expenses (including repair and maintenance)
on property generating rental income (221,491,815) (596,981,158)

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

Increase due to purchases/physical


changes/establishment 400,986,486 156,528,654 58,089,831 131,027,375 341,626,281 47,882,474 11,537,975 1,147,679,076
financial statements (cont.)

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

Production and Price Analysis


Below is a summary of production during the year and average historical prices and costs.

Tonnes produced
Notes to the consolidated inflation adjusted

[1] Price Per Tonne Cost Per Tonne

Tobacco 409 1,371,366 55,842


Seed maize 90 114,160 26,056
Maize 1,935 354,055 12,159
Wheat 2,489 251,680 16,030
Soya beans 916 838,249 34,814
Katambora n/a - -
Bananas 720 115,958 81,171

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

Notes to the consolidated inflation adjusted


financial statements (cont.)

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

As at 31 October 2021 143,664,173 46,810,282 68,341,353 258,815,808

As at 31 October 2022 143,664,173 46,810,282 68,341,353 258,815,808

Accumulated amortisation and impairment of goodwill


As at 01 November 2020 - - 12,093,022 12,093,022
Impairment of goodwill 5,191,649 - - 5,191,649
Amortisation - 5,940,613 23,965,995 29,906,608

As at 31 October 2021 5,191,649 5,940,613 36,059,017 47,191,279

Amortisation - 7,128,823 11,033,820 18,162,643

As at 31 October 2022 5,191,649 13,069,436 47,092,837 65,353,922

Net book value


As at 31 October 2022 138,472,524 33,740,846 21,248,517 193,461,887

As at 31 October 2021 138,472,524 40,869,669 32,282,336 211,624,529

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.

Impairment testing of goodwill and intangible assets with indefinite lives


- The goodwill has been allocated to the logistics cash generating unit (CGU).
- An impairment assessment was performed by determining the value in use.
- The calculation of value in use is most sensitive to the gross margins, discount rates and growth rates.

Assumptions considered when calculating the value in use includes:

Budgeted cashflows projections per 2022 budgets


Weighted average cost of capital used was the TSL Limited weighted cost of capital as funding for the Group is raised by TSL Limited and
not by individual units.

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).

Growth rate estimates


The growth rate is based on the CGU’s financial forecast of 5% (2021: 5%) per annum for Logistics. A reasonable possible change in the
above key assumptions would not result in impairment of the Logistics goodwill. There hasn’t been a major change in customer base
hence the growth rates are the same.

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.)

15 INTANGIBLE ASSETS (continued)

Right of use assets and computer software


The rights to use franchise name and computer software have a useful life of 5 years and 3 years respectively, which is used to determine
amortisation.

16 LEASES

Background of leasing activities


The Group has lease contracts for various properties used in its operations. The lease terms generally varies between 1 and 5 years.

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)

As at 31 October 2022 841,301,822 833,876,122

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

As at 31 October 2022 607,928,646 347,455,447


Current 331,484,380 125,275,990
Non-current 276,444,266 222,179,457
607,928,646 347,455,447

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%.

17 FAIR VALUE DISCLOSURES

17.1 Investment properties fair value disclosures

Valuation techniques used to determine fair values


The table below presents the following for each class of the investment property
• The fair value measurements at the end of the reporting period;
• The level of the fair value hierarchy (in this case Level 2 and 3) within which the fair value measurements are categorised in their
entirety;
• A description of the valuation techniques applied;
• The inputs used in the fair value measurement, including the ranges of rent charged to different units within the same buildings; and
• Level 2 and level 3 fair value measurement, quantitative information about the significant unobservable inputs used in the fair value
measurement.

86
Integrated Annual Report 2022

Notes to the consolidated inflation adjusted


financial statements (cont.)

17 FAIR VALUE DISCLOSURES (continued)

17.1 Investment properties fair value disclosures (continued)


Key
Class of Fair value at 31 Fair value at 31 Valuation inputs Sensitivity of the
property October 2022 October 2021 technique (Note 17.2) Range Weighted Input to fair value

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

Occupancy 10%-15% (2021: 1% decrease in 1% increase in


rate 10%-15%) lettable space will lettable space will
result in a decrease result in a increase
in fair value by in fair value by
ZWL369,066,069 ZWL342,629,565

Capitalisation 11%-13% (2021: 0,05% decrease 0,05% increase


rate 10%-12%) in capitalisation in capitalisation
rate will result rate will result
in a increase in a decrease
in fair value by in fair value by
ZWL136,646,690 ZWL161,828,628

Land 6,691,930,000 834,791,200 Comparable - 0,05% decrease 0,05% increase


properties in price per Price per square
transacted square metre will metre rate will
prices per result in a increase result in a decrease
square meter in fair value by in fair value by
ZWL158,247,775 ZWL158,247,775

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.)

17 FAIR VALUE DISCLOSURES (continued)

17.2 Financial assets held at FVTPL

Fair value hierarchy: Total fair value


gain/(loss) through
Level 1 Level 2 Level 3 Profit or Loss
ZWL ZWL ZWL ZWL

Financial asset held at FVTPL 31 October 2022 276,352,604 - - (463,492,676)


Financial asset held at FVTPL 31 October 2021 739,825,219 - - 584,007,609

There have been no transfers between levels during the period.

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.

17.3 Biological assets


Total Profit/(loss)
Fair value hierarchy: recorded through
(Level 1) (Level 2) (Level 3) profit or loss
ZWL ZWL ZWL ZWL

Tobacco 31 October 2022 - - 294,350,113 378,015,646


Maize 31 October 2022 - - 790,561 49,589,517
Seed maize 31 October 2022 - - - 14,219,351
Soybean 31 October 2022 - - - 129,959,850
Wheat 31 October 2022 - - - 541,986,608
Bananas 31 October 2022 - - 139,669,950 158,858,875
Katambora 31 October 2022 - - 5,951,119 (11,565,342)
2022 Total - - 440,761,743 1,261,064,505

Tobacco 31 October 2021 - - 102,919,946 327,762,711


Maize 31 October 2021 - - - 24,548,429
Seed maize 31 October 2021 - - - 14,235,931
Soybean 31 October 2021 - - - 63,623,214
Wheat 31 October 2021 - - - 10,825,425
Bananas 31 October 2021 - - 97,915,452 86,298,842
Katambora 31 October 2021 - - 5,985,707 (74)
2021 Total - - 206,821,105 527,294,478

88
Integrated Annual Report 2022

Notes to the consolidated inflation adjusted


financial statements (cont.)

17 FAIR VALUE DISCLOSURES (continued)

17.3 Biological assets (continued)

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)

Average selling price sensitivity - 5%


Impact of 5% increase in selling price on fair value of biological assets 41,133,086 16,846,096
Impact of 5% decrease in selling price on fair value of biological assets (41,133,086) (16,846,096)

Expected yield sensitivity - 5%


Impact of 5% increase in expected yield on fair value of biological assets 21,701,003 8,714,700
Impact of 5% decrease in expected yield on fair value of biological assets (21,701,003) (8,714,700)

Expected costs to maturity and costs to sell sensitivity - 5%


Impact of 5% decrease in costs to mature and costs to sell on fair value of biological assets 19,432,083 8,131,396
Impact of 5% increase in costs to mature and costs to sell on fair value of biological assets (19,432,083) (8,131,396)

89
Notes to the consolidated inflation adjusted
financial statements (cont.)

17 FAIR VALUE DISCLOSURES (continued)

17.3 Biological assets (continued)

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

Fair value hierarchy:

31 October 2022 - - 13,985,460,001 6,838,691,774


31 October 2021 - - 7,203,991,637 1,081,712,896

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

Lettable 10%-15% 1% decrease in 1% increase in


space (2021: 10%-15%) lettable space will lettable space will
result in a decrease result in a increase
in fair value by in fair value by
ZWL369,066,069 ZWL342,629,565

Capitalisation 11%-13% 0,05% decrease 0,05% increase


rate (2021: in capitalisation in capitalisation
10%-12%) rate will result rate will result
in a increase in a decrease
in fair value by in fair value by
ZWL136,646,690 ZWL161,828,628

Refer to Note 12 for the 2021 and 2022 valuation on property, plant and equipment.

90
Integrated Annual Report 2022

Notes to the consolidated inflation adjusted


financial statements (cont.)

2022 2021
18 INVENTORIES ZWL ZWL

Merchandise (at cost) 211,230,009 206,821,105


Raw materials (at cost) 21,858,561 696,194,667
Work in progress (at cost) - 31,012,517
Transfers from biological assets 70,957,577 45,502,689
Consumables (at cost) 356,862,356 214,242,292
Finished goods (at cost or net realisable value) 1,911,511,211 1,777,138,126

Total inventories at the lower of cost and net realisable value 2,572,419,714 2,970,911,396

Provision for obsolete stock is detailed in Note 5.2.

19 TRADE AND OTHER RECEIVABLES

Gross trade debtors 3,054,546,585 2,822,077,972


-Logistics 1,061,979,040 809,999,451
-Agriculture 1,936,836,037 1,920,898,185
-Real estate 55,731,508 91,180,336
ECL (780,631,372) (295,890,576)
Net trade debtors 2,273,915,213 2,526,187,396
Debtors with no ECL provisions
Ordinary prepayments 3,557,588,668 184,314,547
Mvurwi auction floor prepayment 835,758,857 -
Corteva prepayment 326,311,603 -
Staff debtors 92,083,054 64,458,137
Other receivables 493,005,664 120,678,166

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:

Neither past Past due but not impaired

due nor 30–60 61–90 91–120 > 120


Total impaired days days days days
ZWL ZWL ZWL ZWL ZWL ZWL

2022 3,054,546,585 1,542,264,576 314,270,119 146,943,334 266,688,722 784,379,834


2021 2,822,077,972 1,066,501,622 402,107,388 662,275,726 593,436,846 97,756,390

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.)

19 TRADE AND OTHER RECEIVABLES (continued)

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.

19.2 Expected credit losses


As at 31 October 2022, the expected credit loss on trade receivables was ZWL780 million (2021: 295 million). See below for the
movements in the loss allowance.

ZWL

As at 1 November 2020 222,826,056


Inflation effect 41,965,437
Movement to profit or loss 31,099,083
At 31 October 2021 295,890,576

Inflation effect 405,781,246


Movement to profit or Loss 78,959,549
At 31 October 2022 780,631,371

2022 2021
ZWL ZWL

20 CASH AND CASH EQUIVALENTS

Cash at bank 2,257,311,699 1,027,749,048


Cash on hand 647,712,119 327,577,771

Cash at bank and cash on hand 2,905,023,818 1,355,326,819

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).

Reconciliation of Cash Flow statement


The figures below reconcile to the amount of cash shown in the statement of cash flows at the end of the financial year as follows:

2022 2021
ZWL ZWL

Cash at banks and on hand 2,905,023,818 1,355,326,819


Bank overdrafts (3,173,329) (205,931,761)

Cash and cash equivalents 2,901,850,489 1,149,395,058

Interest is charged on all bank overdrafts and loans at the banks agreed rates.

92
Integrated Annual Report 2022

Notes to the consolidated inflation adjusted


financial statements (cont.)

21 ISSUED CAPITAL AND RESERVES 2022 2021


Number Number
Authorised shares
Ordinary shares of ZWL0.01 each 600,000,000 600,000,000

Ordinary shares issued and fully paid


Number ZWL

Ended 31 October 2020 357,102,445 357,102,445


Issued during the year - -
Ended 31 October 2021 357,102,445 357,102,445
Issued during the year 2,516,717 -
Ended 31 October 2022 359,619,162 357,102,445

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.

21.1 Non distributable reserves

Nature and purpose of reserves

Asset revaluation reserve


The asset revaluation reserve is used to record increases in the fair value of land, buildings and bearer plants and decreases to the extent
that such decrease relates to an increase on the same asset previously recognised in equity.

Below is the movement in non-distributable reserves: Foreign


Share based Asset currency
payments revaluation translation
reserve reserve reserve Total
ZWL ZWL ZWL ZWL

Opening balance as at 01 November 2020 27,416,254 1,461,033,388 917,211,708 2 405,661,350


Other comprehensive income - 687,351,061 40,462,765 727,813,826
Employee share option expense (Note 26) 5,098,765 - - 5,098,765
Closing balance as at 31 October 2021 32,515,019 2,148,384,449 957,674,473 3,138,573,941

Other comprehensive income - 4 814,058,423 (341,855,870) 4,472,202,553


Employee share option expense (Note 26) 2,081,844 - - 2,081,844
Share based payments (1,811,284) - - (1,811,284)
Closing balance as at 31 October 2022 32,785,579 6,962,442,872 615,818,603 7,611,047,054

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

Total current 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

Total non-current interest-bearing loans and borrowings - 2,265,647

The loans bear interest of (14%-200%(2021:35%-55%).


The loans mature on 31 October 2023.

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.

Reconciliation of financing activities Inflation


At impact
November 31 October
2021 Inflows Outflows 2022 Total
ZWL ZWL ZWL ZWL ZWL

Current interest-bearing loans 921,971,844 2,271,072,219 (905,974,074) 456,445,760 2,743,515,749


Non-current interest-bearing loans 2,265,647 - (2,265,647) - -

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

Trade payables 3,142,522,140 1,230,604,691


Other payables 252 829 290 820,403,122
3 395 351 430 2,051,007,813

Terms and conditions of the above financial liabilities:


a) Trade payables are non-interest bearing and are normally settled on 30 to 60 day terms.
b) Other payables are non-interest bearing and have an average term of six months. Other payables mainly consist of deposits from
customers accruals and statutory payments.

94
Integrated Annual Report 2022

Notes to the consolidated inflation adjusted


financial statements (cont.)

23 TRADE AND OTHER PAYABLES (continued)

23.1 Provisions
General Provisions Employee Benefits Provisions

Shrinkage Royalties Sundry Gratuity gift Leave pay Total


ZWL ZWL ZWL ZWL ZWL ZWL

At 01 November 2021 11,955,887 15,635,398 20,499,351 82,450,259 40,810,967 171,351,862


Utilised (14,608) 23,927,893 23,621,686 47,534,971
Arising during the year (2,429,726) 60,361,325 141,659,682 (4,975,746) (6,511,450) 188,104,085
At 31 October 2022 9,526,161 75,996,723 162,144,425 101,402,406 57,921,203 406,990,918

At 01 November 2020 20,916,474 67,427,524 335,308 12,556,636 33,591,835 134,827,777


Utilised (45,627) 88,243,677 31,232,708 119,430,758
Arising during the year (8,960,587) (51,792,126) 20,209,670 (18,350,054) (24,013,576) (82,906,673)
At 31 October 2021 11,955,887 15,635,398 20,499,351 82,450,259 40,810,967 171,351,862

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.

Provision for leave pay


Leave pay for employees is provided on the basis of leave days accumulated at an expected rate of payment. 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

Declared and paid during the year:


Dividend paid 632,311,140 825,738,829

A final dividend of USD0.0012 cents was declared and not paid for 2022 financial year.

25 EMPLOYEE BENEFITS

All eligible employees are members of the following Group schemes:

25.1 Defined contribution plans


National social security contributions 1,183,799,210 84,122,754
Pension contributions 448,472,376 203,142,974
Group life assurance cover 78,816,786 69,394,425
Total 1,711,088,372 356,660,153

National Social Security Authority (NSSA) Scheme


This is a defined contribution scheme established under the National Social Security Authority Act (1989). Contributions by employers
are 3% per month of pensionable monthly emoluments up to a maximum of ZWL451,499.

The TSL Scheme and The Chemco Scheme


All eligible employees are members of these schemes. These are defined monthly contribution plans for the employees.

26 SHARE - BASED PAYMENT PLANS

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 Group accounts for the ESARs as an equity-settled plan.

The expense recognised for the employee services received during the year was ZWL2,081,844 and (2021: ZWL5,098,765)

2022 2021
NUMBER NUMBER

Outstanding at 1 November 11,605,000 11,605,000


Forfeited during the year 795,000 -
Exercised during the year (2,544,400) -
Outstanding at 31 October 2022 9,855,600 11,605,000
Exercisable at 31 October 2022 9,855,600 11,605,000

96
Integrated Annual Report 2022

Notes to the consolidated inflation adjusted


financial statements (cont.)

2022 2021
ZWL ZWL
27 CASH FLOW INFORMATION

27.1 Adjustments to reconcile profit before tax to net cash flows:


Depreciation, amortisation and impairment of property, plant and equipment,
investments and right of use asset (Note 7.2) 1,515,413,111 1,477,614,109
Movement in provisions (Note 23.1) 235,639,056 36,524,084
Expected credit losses (Note 19.2) 78,959,549 31,099,083
Provision for obsolete and slow moving inventory (Note 5.2) 11,018,908 9,182,175
Fair value adjustments on biological assets (Note 14) (1,261,064,505) (527,294,478)
Net fair value adjustments on Investment Property (Note 13) (9,324,081,363) (536,224,836)
Fair value adjustments on financial assets through profit or loss (Note 10) 463,492,676 (584,007,609)
Gain on disposal of property, plant and equipment (Note 6.1) (64,667,618) (41,287,468)
Finance income (Note 7.6) (298,302) (1,631,951)
Finance costs (Note 7.5) 1,610,793,753 615,174,512
Cashflow monetary adjustment (3,401,592,545) 452,835,573
Total non-cash adjustments (10,136,387,280) 931,983,193

27.2 Finance costs


Interest on lease liabilities 101,131,839 116,824,997
Interest on debts and borrowings 1,509,661,914 498,349,515
Total finance costs 1,610,793,753 615,174,512

27.3 Movement in loans and borrowings


Opening balance 924,237,486 837,303,468
New loan amount received 2,271,072,219 2,165,024,862
Loan amount repaid during the year (908,239,721) (1,405,588,143)
Inflation impact 456,445,762 (672,502,701)
Net movement 2,743,515,746 924,237,486

27.4 Capital expenditure


Property, plant and equipment (Note 12)
Expanding operations 2,195,804,603 576,424,479
Maintaining operations 620,162,156 864,636,722
2,815,966,759 1,441,061,201
Investment property (Note 13) - 652,438,034
Net capital expenditure to maintain operating capacity 2,815,966,759 2,093,499,235

27.5 Income tax payable


Liability at the beginning of the year 2,616,296,323 2,043,096,618
Current tax charge for the year 911,826,356 1,743,293,162
Taxation paid (542,429,894) (492,618,607)
Inflation effect (1,926,936,967) (677,474,850)
Liability at the end of the year 1,058,755,818 2,616,296,323

97
Notes to the consolidated inflation adjusted
financial statements (cont.)

28 RELATED PARTY DISCLOSURES

The following table provides the total amount of transactions that have been entered into with related parties for the relevant financial
year.

The ultimate parent


The Company is the ultimate parent based and listed in Zimbabwe.

Terms and conditions of transactions with related parties


The sales to and purchases from related parties are made at terms equivalent to those that prevail in arm’s length transactions.
Outstanding balances at year-end are unsecured, interest free and settlement occurs in cash. There have been no guarantees provided or
received for any related party receivables or payables. For the year ended 31 October 2022, the Group has not recorded any impairment
of receivables relating to amounts owed by related parties (2021: ZWLNil). This assessment is undertaken each financial year through
examining the financial position of the related party and the market in which the related party operates.

Compensation of key management personnel of the Group


2022 2021
ZWL ZWL

Short-term employee benefits 385,558,310 333,039,892


Post employment benefits 57,833,822 49,955,984
Share based payments 2,081,844 5,098,765
Directors emoluments 148,455,539 95,548,212

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.

The revenue from external parties is raised the same way.

Outlined below are balances due to or from segments


2022 2021
ZWL ZWL
Amounts due from / to subsidiaries
Due from subsidiaries
TSAS (2,735,061,623) (693,410,633)
Southerton Properties (974,291,836) (1,275,909,870)
Agricor (874,834,690) (405,688,465)
TSL Botswana (635,793,460) -
TSL Properties (293,092,087) (140,400,957)
TWE Properties (75,163,805) -
Propak Hessian (50,030,421) -
TSL Limited (48,890,427) (454,141,342)
Avis - (128,747,860)
TSL Mauritius - (23,243,259)
(5,687,158,349) (3,121,542,386)

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

Notes to the consolidated inflation adjusted


financial statements (cont.)

28 RELATED PARTY DISCLOSURES (continued)


2022 2021
ZWL ZWL
Intergroup companies sold goods and services amongst each other as per below:
Intergroup rental income 1,340,914,495 1,359,586,594
Intergroup administration fees 814,573,193 460,726,706
Sale of goods and rendering of services 841,716,691 884,220,744
Purchases/expenses (2,997,204,379) (2,704,534,044)

Other related party transactions and balances


During the prior reporting period the Group companies entered into transactions with some of its Directors.
*Purchases - 50,382,176

*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.

Refer to Note 31 for the Group’s interest in other entities.

29 COMMITMENTS AND CONTINGENCIES

Finance lease commitments


The Group does not have finance lease commitments.

Operating lease commitments-Group as lessor


The Group has entered into leases on its property portfolio . The commercial property leases typically have lease terms of between one
and five years and includes clauses to enable periodic upward revision of the rental charge according to prevailing market conditions.

Future minimum rentals receivable under non-cancellable operating leases as at 31 October are as follows:

2022 2021
ZWL ZWL

Properties within one year 1,094,437,718 1,040,326,584


Hessian wraps within one year 1,790,897,668 1,485,285,474
After one year but not more than five years 729,625,145 530,732,066
Less intergroup elimination (1,340,914,495) (1,359,586,594)
Total rental income 2,274,046,036 1,696,757,530

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.

30 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

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.)

30 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued)

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

2022 8% 136,167,282 107,325,169


(8%) (136,167,282) (107,325,169)

2021 (8%) 169,132,737 22 108 208


(8%) (169,132,737) (22 108 208)
Commodity price risk
As with any other entity operating in Zimbabwe, the Group is continuously exposed to commodity price risk resulting from hyper
inflation .The board and management have put in place strategies and policies to address this risk on a day to day basis The Group is
also exposed to changes in demand levels for its Agricultural inputs and volatility in prices. The strategies that the group implements on
pricing includes competitor price analysis, marketing techniques to improve and gauge demand. In terms of product supply we have set
aside suppliers with pre-agreed service level agreements which cushions the business in terms of product pricing and shortage.

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 following table shows effect of commodity price changes


Effect on profit Effect on
Change in year before Tax current asset

2022 6% 102,125,461 80,493,876


(6%) (102,125,461) (80,493,876)

2021 6% 101,479,642 266,451,710


(6%) (101,479,642) (266,451,710)

Interest rate risk


Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market
interest rates.

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.

Interest rate sensitivity


The following table demonstrates the sensitivity to a reasonably possible change in interest rates on that portion of loans and borrowings
affected, with all other variables held constant, the Group’s profit before tax is affected through the impact on floating rate borrowings,
as follows:
Effect on profit
Change in year before Tax

10% 1,702,091,024
2022 (10%) (1,702,091,024)

10% 169,132,737
2021 (10%) (169,132,737)

Foreign currency risk


Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in
foreign exchange rates. The Group’s exposure to the risk of changes in foreign exchange rates relates primarily to the Group’s operating
activities (when revenue or expense is denominated in a different currency from the Group’s functional currency) and the Group’s net
investments in foreign subsidiaries.

100
Integrated Annual Report 2022

Notes to the consolidated inflation adjusted


financial statements (cont.)

30 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued)

Foreign currency risk (continued)


Currency risk is the risk that the Group fails to secure foreign currency to import stocks. The Group obtains foreign currency from export
sales and local sales which are denominated in foreign currency.

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

Cash balances 3,914,864 2,963,245


Accounts payables 1,547,064 1,204,348
Accounts receivables 1,463,455 1,373,059

Foreign currency sensitivity


The tables below demonstrate the sensitivity to a reasonably possible change in the ZWL and USD exchange rates with all other
components held constant.

Change in Effect on profit Effect on


USD rate before tax Equity
ZWL ZWL

2022 15% 255,313,654 671,938,589


(15%) (255,313,654) (671,938,589)

2021 15% 169,132,737 1,273,740,211


(15%) (169,132,737) (1,273,740,211)

Positive changes relates to increase in profit or increase in equity and negative changes to decrease in profit or equity.

Exchange rates applied


At 31 October:
2022 2021

Income Statement of Income Statement of


Average rate to the ZWL statement financial position statement financial position

United States Dollars 295 632 85 97

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.)

30 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued)

Credit risk (continued)

Bank Name Global credit rating Amount held

Ecocash No rating 408,818


CABS A+(zw) 16,597,667
CBZ AA-(ZW)/ A1+(ZW) 21,971,129
Agribank BB-(ZW)/B(zw) 9,495,767
Ecobank AA(ZW) 6,673,052
FBC Bank Limited BBB-(ZW)/A3(ZW 2,787,508
NMB Bank BB+(ZW) 1,251,699,215
ZB Bank BBB+(ZW) 49,190,927
First Capital Bank A+(zw) 88,694,739
Banc ABC BBB(ZW)/A3(ZW) 20,410,412
Nedbank BBB(ZW)/A3(ZW) 91,970,005
Stanbic Bank AA(ZW)/ A1+(ZW) 33,036,427
Steward Withdrawn 2,081,637
NBS No rating 1,672,187
AfrAsia BBB+ 28,199,086
ABSA BB+ 632,423,123
Total 2,257,311,699

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

Notes to the consolidated inflation adjusted


financial statements (cont.)

30 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued)

Trade Receivables

Current <30 30-60 61-90 >90


Total - days days days days

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)

Net trade receivables 2,273,915,213 1,506,214,940 296,729,033 136,536,293 166,752,157 167,682,790

Gross trade Net trade


Gross trade debtors debtors ECL ratio ECL debtors

- Logistics 1,061,979,040 6% (64,388,931) 997,590,109


- Agriculture 1,936,836,037 36% (706,085,966) 1,230,750,071
- Real Estate and services 55,731,508 18% (10,156,475) 45,575,033
3,054,546,585 (780,631,372) 2,273,915,213

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

Amount in 30 days 205,048,603 0.75% (1,530,824) 203,517,779

Amount in 30 days to 60 days 85,302,971 1.40% (1,192,398) 84,110,573

Amount in 61(90 days) 40,492,611 4.95% (2,004,189) 38,488,422

Amount in +120 days 64,220,550 89.97% (57,766,573) 6,453,977


1,061,979,040 (64,388,931) 997,590,109

- 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

Amount in 30 days 98,590,558 15% (14,331,183) 84,259,375

Amount in 30 days to 60 days 53,926,596 14% (7,726,983) 46,199,613

Amount in 61(90 days) 224,700,967 39% (88,037,985) 136,662,982

Amount in +120 days 715,681,388 79% (563,233,264) 152,448,124


1,936,836,037 (706,085,966) 1,230,750,071

- Real Estate and services


Amount not due & limited risk of default
(Debtor in current with no history of default) 31,413,744 4% (1,393,081) 30,020,663

Amount in 30 days 10,630,959 16% (1,695,829) 8,935,130

Amount in 30 days to 60 days 7,713,767 19% (1,489,649) 6,224,118

Amount in 61(90 days) 1,495,144 74% (1,100,021) 395,123

Amount in +120 days 4,477,894 100% (4,477,894) -


55,731,508 (10,156,474) 45,575,034

103
Notes to the consolidated inflation adjusted
financial statements (cont.)

30 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued)

Trade receivables

Current <30 30-60 61-90 >90


Total - days days days days

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)

Net trade receivables 2,526,187,395 964,698,170 390,372,306 648,294,790 455,434,356 67,387,773

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.

Write off policy


The financial assets are written off when the Group has no reasonable expectations of recovering the financial asset .This is the case
when the Group determines that the debtor does not have assets or sources of income that could generate sufficient cashflows to repay
the amounts owed to the Group. A write off constitutes a derecognition event .

Bank and cash deposit balances


Credit risk from balances with banks and financial institutions is managed by the Group’s treasury department in accordance with
the Group’s policy. The key consideration in the Group policy includes investment of surplus funds to be made only with approved
counterparties and within credit limits assigned to each counterparty. The Group Audit and Risk Committees review the debt profile
document quarterly. Counterparty credit limits are reviewed by the Group’s Board of Directors on an annual basis and may be updated
throughout the year subject to approval of the Group’s Audit Committee.

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

Notes to the consolidated inflation adjusted


financial statements (cont.)

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

Year ended 31 October 2021:


Interest-bearing loans and borrowings - 921,971,844 2,265,647 924,237,491
Lease liabilities - 125,275,990 222,179,457 347,455,447
Trade and other payables 2,051,007,813 - - 2,051,007,813
Bank overdraft - 205,931,761 - 205,931,761
2,051,007,813 1,253,179,595 224,445,104 3,528,632,512

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.

Capital includes retained earnings, equity and other reserves.


2022 2021
ZWL ZWL

Interest-bearing loans and borrowings (Note 21) 2,743,515,749 924,237,491


Lease liabilities (Note 16) 276,444,266 347,455,447
Bank overdraft 3,173,329 205,931,761
Trade and other payables (Note 23) 3,395,351,430 2,051,007,813
Less: Cash and Short-term deposits (Note 20) (2,905,023,818) (1,355,326,819)
Net debt 3,513,460,596 2,173,305,693
Equity 42,809,767,770 24,243,644,794
Total capital 42,809,767,770 24,243,644,794
Capital and net debt 46,323,228,725 26,416,950,487
Gearing ratio 8% 8%

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.)

31 MATERIAL PARTLY OWNED SUBSIDIARIES

31.1 Interests in other entities


The Group’s principal subsidiaries at 31 October 2022 are set out below. Unless otherwise stated, they have share capital consisting
solely of ordinary shares that are held directly by the Group, and the proportion of ownership interests held equals the voting rights held
by the Group. Except for TSL Mauritius and TSL Botswana whose principal places of business and countries of incorporation are Mauritius
and Botswana respectively, the company and all the subsidiaries are incorporated in Zimbabwe which is also their principal place of
business.

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

Notes to the consolidated inflation adjusted


financial statements (cont.)

31 MATERIAL PARTLY OWNED SUBSIDIARIES (continued)

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

Revenue 4,186,118,086 3,937,486,359


(Loss) or profit (2,140,710,677) 230,323,013
Total comprehensive income 1 794,327,552 264,810,123

(Loss) or profit attributable to non controlling interest (696,159,112) 74,901,044


Other comprehensive income attributable to non-controlling interest (583,515,320) 11,215,208

Summarised Statement of Financial Position as at 31 October


Current assets 3,929,740,989 3,794,677,758
Non-current assets 3,126,560,902 1,982,024,497

Current liabilities 2,899,875,895 1,323,279,043


Non-current liabilities 728,831,478 660,575,497

Accumulated non-controlling interest 991,579,714 702,997,805

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

Principal place of business: Harare, Zimbabwe.


Proportion of ownership interests held by non-controlling interests: 20% (2021:20%).

The Group has elected to measure NCI at the proportionate share of net asset.
2022 2021
ZWL ZWL

Total comprehensive income or (loss) 1,976,266,453 (167,692,391)

Loss attributable to non controlling interest 395,253,291 (33,538,478)


Other comprehensive income attributable to non-controlling interest 386,284,478 -

Summarised Statement of Financial Position as at 31 October


Current assets 47,348,181 40,807,514
Non-current assets 3,221,837,574 286,219,787

Current liabilities (25,173,683) 3,134,260


Non-current liabilities 224,962,432 345,971,927

Accumulated non-controlling interest 234,066,998 195,055,832

107
Notes to the consolidated inflation adjusted
financial statements (cont.)

32 EVENTS AFTER THE REPORTING PERIOD

There are no reportable events after the reporting date.

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.

34 COMPANY STATEMENT OF FINANCIAL POSITION (INFLATION ADJUSTED)


2022 2021
ZWL ZWL

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

Total assets 2,981,012,812 2,868,649,393

EQUITY AND LIABILITIES


Equity
Issued capital and share premium 1,139,488,045 1,137,676,761
Non-distributable reserves 337,202,631 914,127,300
Accumulated profit (999,894,299) (575,122,487)
Total equity 476,796,377 1,476,681,574

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

A. Mandiwanza Derek Odoteye Fadzayi Pedzisayi


Chairman Chief Executive Officer Company Secretary
30 March 2023 30 March 2023 30 March 2023

108
Integrated Annual Report 2022

Notes to the consolidated inflation adjusted


financial statements (cont.)

34 COMPANY STATEMENT OF FINANCIAL POSITION (continued)

34a Amounts due from / to subsidiaries


Due from subsidiaries
2022 2021
Due from subsidiaries Relationship Nature of balance Nature of transaction ZWL ZWL

TSAS Subsidiary Intragroup loans Borrowings 568,992,863 117,982,269


Southerton Properties Subsidiary Intragroup loans Borrowings 87,913,786 -
Agricor Subsidiary Intragroup loans Borrowings 148,776,565 122,058,441
TSL Properties Subsidiary Intragroup loans Borrowings - 336,268,203
TWE Properties Subsidiary Intragroup loans Borrowings 386,207,660 6,420,695
Propak Hessian Subsidiary Intragroup loans Borrowings 45,485,769 -
Avis Subsidiary Intragroup loans Borrowings - 6,173,673
TSL Properties Subsidiary Intragroup loans Borrowings 19,622,800 20,860,194
Chemco Subsidiary Intragroup loans Borrowings 955,882 3,525,241
Bak Storage Subsidiary Intragroup loans Borrowings 53,757,726 3,343,326
HGPV Subsidiary Intragroup loans Borrowings 47,356,813 13,820,521
Propak Properties Subsidiary Intragroup loans Borrowings 6,132,041 322,574
TPF Subsidiary Intragroup loans Borrowings 208,872,785 -
Total amounts due
from subsidiaries 1,574,074,690 630,775,137

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.

34b Cash and borrowings


Cash at banks earns interest at floating rates based on daily bank deposit rates. Short-term deposits are made for varying periods of
between one day and three months, depending on the immediate cash requirements of the Company, and earn interest at the respective
short-term deposit rates.

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.

Refer to Note 22.2 for the properties pledged.

109
Notes to the consolidated inflation adjusted
financial statements (cont.)

35 CORRECTION OF MATERIAL ERRORS IN PRIOR YEAR

35.1 Correction of error in calculating fair value on biological assets


Cost of sales for biological assets were incorrectly valued in the prior year. At the point of sale the value transferred from biological
assets to cost of sales was at cost and not at fair value as required by IAS2 and IAS41.

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:

Impact of the restatements


2022 Increase/ 2021
ZWL (decrease) ZWL
Restated

Statement of profit or loss(extract)


Cost of goods sold (2,732,675,034) 626,682,279 (3,359,357,313)
Gross profit 11,373,052,602 (626,682,279) 10,746,370,323
Fair value adjustments on biological assets (99,386,290) 626,680,768 527,294,478
Profit for the year 2,281,493,381 - 2,281,493,381

35.2 Incorrect presentation of income statements


In the prior year, after gross profit, expenses were listed by nature. This was not consistent with presentation by function which was
done for the revenue through to gross profit. In accordance with the requirements of IFRS, one approach should be followed. The Group
has chosen to adopt a presentation by function. The actual change on the expenses from the prior year was the addition of a subtotal
to reflect administration expenses as a total amount, and also reflect the expenses that comprised this amount. There is no impact on
operating profit or net profit before tax or net profit after tax.

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.

35.4 Incorrect classification of fair value


The Group erroneously presented fair value adjustments on biological assets and investment properties after operating profit. Activities
in relation to biological assets and investment property are seen to be part of the entities’ operations. Fair value adjustments on biological
assets and investment properties have been reclassified to operating activities in the statement of profit or loss . These amount to
ZWL536,224,836 for investment property and ZWL527,294,478 for biological assets for the year ended 31 October 2021. Prior year
operating profit before the correction was ZWL3,599,077,378 (restated for purposes of IAS 29) and after correction ZWL4,035,845,923.
There is no impact on net profit before tax or net profit after tax.

110
Integrated Annual Report 2022

Notes to the consolidated inflation adjusted


financial statements (cont.)

36 UNAUDITED HISTORICAL CONSOLIDATED FINANCIAL STATEMENTS

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

Total revenue from contracts with customers 9,717,770,121 2,870,108,129


Rental income*** 1,176,071,130 348,884,438

Cost of sales (2,724,751,642) (761,678,237)

Gross profit 8,169,089,609 2,457,314,330

Other operating income 487,352,513 150,552,188


Fair value gain on investment property 18,047,421,627 536,224,835
Fair value adjustments on Biological assets 1,651,067,583 (99,386,290)
Administration expenses (7,234,763,085) (1,745,870,950)
Other operating expenses (3,481,878,506) (768,086,258)
Expected credit losses (78,959,549) -
Staff costs (3,487,674,351) (892,152,198)
Depreciation and amortisation (186,250,679) (85,632,494)

Operating profit 21,120,168,247 1,298,834,113

Fair value adjustments on financial assets held at FVTPL 75,743,778 970,099,936


Net exchange gains /(losses) 2,012,355,812 (16,138,616)
Finance costs (1,209,424,572) (138,092,937)
Finance income 1,829,770 -
Profit before tax 22,000,673,035 2,114,702,496
Income tax expense (944,490,120) (458,008,736)

Profit for the year 21,056,182,915 1,656,693,760

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

36.2 Statement of Financial Position


ASSETS
Non-current assets
Property, plant and equipment 15,366,042,502 2,161,091,470
Investment properties 21,296,279,096 3,246,257,520
Right of use asset 282,632,775 78,402,636
Intangible assets 8,047,249 11,234,254
36,953,001,622 5,496,985,880
Current assets
Biological assets 440,761,742 56,080,996
Inventories 1,382,045,966 425,743,198
Trade and other receivables 4,613,486,882 719,269,717
Inventory prepayments 792,705,434 165,149,219
Financial asset held at FVTPL 276,352,604 200,608,806
Cash and short term deposits 2,905,023,818 367,506,392
10,410,376,446 1,934,358,328

Total assets 47,363,378,068 7,431,344,208

EQUITY AND LIABILITIES


Equity
Issued capital 5,081,054 3,571,024
Share premium 2,898,801 2,898,801
Non distributable reserves 10,048,353,850 1,389,457,732
Retained earnings 24,008,340,846 3,797,267,992
Equity attributable to owners of the parent 34,064,674,551 5,193,195,549
Non-controlling interest 1,083,305,541 100,124,788
Total equity 35,147,980,092 5,293,320,337

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

Total equity and liabilities 47,363,378,068 7,431,344,208

112
Integrated Annual Report 2022

Shareholder Analysis

TSL LIMITED: ANALYSIS BY VOLUME AS AT: 31 October 2022

Range Shares Shares % Shareholders Shareholders %

1-5000 1,028,361 0.29 1,057 68.99


5001-10000 800,511 0.22 107 6.99
10001-25000 2,723,894 0.76 168 10.97
25001-50000 2,937,115 0.82 80 5.22
50001-100000 3,092,323 0.86 44 2.87
100001-200000 3,424,105 0.95 24 1.57
200001-500000 7,776,920 2.16 25 1.63
500001-1000000 7,175,339 2.00 11 0.72
1000001 and above 330,660,594 91.94 16 1.04
Totals 359,619,162 100.00 1,532 100.00

TSL LIMITED: ANALYSIS BY INDUSTRY AS AT: 31 October 2022

Industry Shares Shares % Shareholders Shareholders %

LOCAL COMPANIES 229,485,648 63.82 253 16.51


INSURANCE COMPANIES 54,030,882 15.02 5 0.33
PENSION FUNDS 33,917,108 9.43 134 8.75
FOREIGN COMPANIES 27,333,218 7.6 1 0.07
LOCAL INDIVIDUAL RESIDENT 5,501,799 1.53 950 62.01
LOCAL NOMINEE 3,732,040 1.04 68 4.44
CHARITABLE 3,212,604 0.89 3 0.2
FOREIGN NOMINEE 1,180,531 0.33 4 0.26
TRUSTS 379,928 0.11 15 0.98
OTHER INVESTMENTS & TRUST 274,109 0.08 31 2.02
FUND MANAGERS 194,834 0.05 10 0.65
NEW NON RESIDENT 154,383 0.04 34 2.22
FOREIGN INDIVIDUAL RESIDENT 105,130 0.03 4 0.26
DECEASED ESTATES 103,948 0.03 18 1.17
BANKS 13,000 0.00 2 0.13
Totals 359,619,162 100.00 1,532 100.00

TSL LIMITED: ANALYSIS BY VOLUME AS AT: 31 October 2021

Range Shares Shares % Shareholders Shareholders %

1-5000 993,847 - 1,016 68


5001-10000 813,049 - 109 7
10001-25000 2,651,528 1 162 11
25001-50000 2,894,171 1 79 5
50001-100000 2,802,143 1 41 3
100001-200000 3,261,800 1 23 2
200001-500000 7,523,732 2 24 2
500001-1000000 7,358,643 2 10 1
1000001 and above 328,803,532 92 15 1
Totals 357,102,445 100 1,479 100

113
Shareholder Analysis (cont.)

TSL LIMITED: ANALYSIS BY INDUSTRY AS AT : 31 October 2021

Industry Shares Shares % Shareholders Shareholders %

LOCAL COMPANIES 213,040,690 60 244 16


INSURANCE COMPANIES 53,830,882 15 5 -
PENSION FUNDS 49,973,384 14 131 9
FOREIGN COMPANIES 27,333,218 8 1 -
LOCAL INDIVIDUAL RESIDENT 4,130,154 1 917 63
LOCAL NOMINEE 3,463,754 1 69 5
CHARITABLE 3,345,504 1 5 -
FOREIGN NOMINEE 1,180,531 - 4 -
OTHER INVESTMENTS & TRUST 239,111 - 30 2
NEW NON RESIDENT 133,983 - 33 2
TRUSTS 123,049 - 12 1
FOREIGN INDIVIDUAL RESIDENT 102,105 - 3 -
FUND MANAGERS 100,505 - 8 1
DECEASED ESTATES 92,575 - 15 1
BANKS 13,000 - 2 -
Totals 357,102,445 100 1,479 100

TOP TEN SHAREHOLDERS OF THE COMPANY AS AT 31 OCTOBER:


2022 2021

Rank Names Shares Percentage Shares Percentage

1 CLOSEFIN INVESTMENTS(PVT) LTD 101,347,798 28.18 101,003,102 28.28


2 RAMSWAY (PVT) LTD 89,065,759 24.77 89,065,759 24.94
3 OLD MUTUAL LIFE ASS CO ZIM LTD 53,888,638 14.98 53,688,638 15.03
4 PELLSTON INVESTMENTS LTD NNR 27,333,218 7.60 27,333,218 7.65
5 MINING INDUSTRY PENSION FUND 18,206,859 5.06 18,206,859 5.10
6 NSSA POBS-PLATINUM 10,767,933 2.99 10,767,933 3.02
7 GENTLEMARK INVESTMENTS PVT LTD 7,393,785 2.06 7,326,085 2.05
8 STANBIC NOMINEES 7,346,566 2.04 7,143,120 2.00
9 NSSA APWSC-PLATINUM 5,069,327 1.41 5,069,327 1.42
10 TSL LIMITED 4,629,329 1.29 4,629,329 1.30
Totals 325,049,212 90.38 324,233,370 90.79

TSL LIMITED: ANALYSIS BY DOMICILE AS AT:


2022 2021

Country Shares Shares % Shareholders Shares Shares % Shareholders

ZIMBABWE 327,645,508 91 1,154 325,662,083 91 1,119


MAURITIUS 27,775,635 8 3 27,775,635 8 3
WARRANT NOT PRESENTABLE 3,883,861 1 339 3,462,383 1 323
TURKEY 96,000 - 1 96,000 - 1
HONG KONG 87,772 - 1 - - -
SOUTH AFRICA 49,428 - 12 50,053 - 13
MALAWI 20,400 - 1 - - -
UNITED KINGDOM 13,271 - 10 13,266 - 10
NAMIBIA 13,000 - 1 13,000 - 1
ZAMBIA 12,480 - 1 12,490 - 2
AUSTRALIA 10,000 - 1 10,000 - 1
UNITED ARAB EMIRATES 9,200 - 2 5,000 - 1
ISRAEL 2,210 - 2 2,210 - 2
USA 278 - 3 225 - 2
BOTSWANA 119 - 1 100 - 1
Totals 359,619,162 100 1,532 357,102,445 100 1,479

114
Integrated Annual Report 2022

Notice of the Annual General Meeting

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

1. Financial Statements and Statutory Reports


1.1. To approve the minutes of the previous Annual General Meeting held on 23 March 2022.
1.2. To receive, consider and adopt the Financial Statements for the year ended 31 October 2022, together with the reports of the
Directors and Auditors thereon.

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

6. Renewal of Share Buy-Back Authority


To consider, and if thought fit, to adopt with or without amendment, the following resolution:
As a special resolution: “That the Company be authorized in advance, in terms of section 129 of the Companies and Other Business
Entities Act [Chapter 24:31] and the Securities and Exchange (Zimbabwe Stock Exchange Listing Requirements) Rules, 2019, to purchase
its own shares, upon such terms and conditions and in such amounts as the Directors of the Company may from time to time determine,
which terms and conditions are specified as follows:

i. This Authority shall:


a) Expire on the date of the Company’s next Annual General Meeting;
b) Be a renewable mandate; and
c) Be subject to the requirements of the regulations of the Zimbabwe Stock Exchange.

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”.

Background Notes to Resolution 6


In terms of this resolution, the Directors are seeking authority to allow use of the Company’s available cash resources to purchase its own
shares in the market in terms of section 128 and 129 of the Companies Act and the regulations of the Companies and Other Business
Entities Act (the Act) and the regulations of the Zimbabwe Stock Exchange. In terms of section 95(5) of the Act, these shares shall have
the same status as treasury shares, that is to say shares that have been authorised but not issued.

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.

7. Loans to Executive Directors


To resolve as an ordinary resolution, with or without amendments: “That the Company be and is hereby authorised to make any loan to
any Executive Director or to enter into any guarantee or provide any security in connection with a loan to such Executive Director for the
purpose of enabling them to properly perform his duty as an officer of the Company, as may be determined by the Board Remuneration
Committee, provided that the amount of the loan or the extent of the guarantee or security shall not exceed the annual remuneration of
that Director.”

8. Any Other Business


To transact any other business as may be transacted at an Annual General Meeting.

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.

BY ORDER OF THE BOARD

Fadzayi Pedzisayi
Company Secretary

REGISTERED HEAD OFFICE


28 Simon Mazorodze Road,
Southerton,
Harare

13 June 2023

116
Integrated Annual Report 2022

Proxy form

I/We . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . of. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

being (a) member(s) of TSL LIMITED, hereby appoint . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . of . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

..........................................................................................................................

Signed at. . . . . . . . . . . . . . . . . . . . . . . on the . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . day of. . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2023

or, failing him . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 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.

Signed at. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . on the . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . day of. . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . .2023

Full name(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ... . . . . . . . . . . . . . . . .. . . . . . .

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 NAME IN FULL (BLOCK LETTERS). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . .

NEW ADDRESS (BLOCK LETTERS). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

SHAREHOLDER’S SIGNATURE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . .

117
Shareholders’ Diary

Sixty-Fifth Annual General Meeting 6 July 2023

Financial Year End 31 October 2023

Half-Year Financial Statements April 2023

Quarterly Trading Updates

Interim Dividend Declaration July 2023

12 Months to 31 October 2023 and Final Dividend Declaration January 2024

Annual Report Published February 2024

118
Integrated Annual Report 2022

Global Reporting Initiative (GRI) content index

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

Global Reporting Initiative (GRI) content index (cont.)

GRI: 103 MANAGEMENT APPROACH


103-1 Explanation of the material topic and its 42 Materiality and reporting boundaries
boundary
103-2 The management approach and its components 12 Our strategy,
13 Our Sustainable Business Model,
15 Chairman’s statement and review of operations,
41 Stakeholder Engagement
103-3 Evaluation of the management approach 20 Corporate Governance
ECONOMIC PERFOMANCE
GR201 – ECONOMIC PERFOMANCE
201-1 Direct economic value generated and 13 Our Sustainable Business Model
distributed
14 Financial Performance Inflation Adjusted
201-2 Financial implications and other risks and 25 Enterprise Risk Management
opportunities due to climate change
201-3 Defined benefit plan obligations and other 96 Pensions and other post-employment benefits
retirement plans
INDIRECT ECONOMIC IMPACTS
203-1 Infrastructure investments and services 13 Our Sustainable Business Model
supported
38 2022 Sustainability Initiatives
203-2 Significant indirect economic impacts 13 Our Sustainable Business Model
38,39 2022 Sustainability Initiatives
ENVIRONMENTAL PERFOMANCE
GRI:300 ENVIRONMENTAL STANDARDS SERIES
MATERIALS
301-2 Recycling input materials used 29 Sustainability Performance
39 2022 Sustainability Initiatives
ENERGY
302-1 Energy consumption within the organisation 29 Sustainability Performance
302-4 Reduction of energy consumption 29 Sustainability Performance
302-5 Reduction in energy requirements of products 29 Sustainability Performance,
and services
39 2022 Sustainability Initiatives
EMMISSIONS
305-1 Direct (Scope 1) GHG emissions 29 Sustainability Performance
305-2 Energy indirect (Scope 2) GHG emissions 29 Sustainability Performance
ENVIRONMENTAL COMPLIANCE
307-1 Non-compliance with environmental laws and 28 TSL Sustainability Strategy
regulations
39 Sustainability Initiatives

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.

Address: 28 Simon Mazorodze Road, Southerton, Harare, Zimbabwe


Tel: +263 772 131 302
Email: admin@tsl.co.zw
Website: www.tsl.co.zw

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