LEADERSHIP ANNUAL REPORT 2019 THROUGH INNOVATION

Glossary of Terms, Acronyms, and Abbreviations 5

ABOUT THE GROUP 6 Our Vision, Our Mission 7

Corporate Information 8

Pathway 8

PERFORMANCE REVIEW & HIGHLIGHTS 10 Chairperson’s Message 12

Group Chief Executive Officer’s Report 14

Group Financial Dashboard 17

Salient Events 18

INSIDE

Leadership Through Innovation 21

Sustainability Report 22 Statement of Compliance 25

Statement of Directors’ Responsibilities 26

CORPORATE GOVERNANCE REPORT 27 Secretary’s Certificate 73

Statutory Disclosures 74

FINANCIAL STATEMENTS 75 GLOSSARY OF TERMS, ACRONYMS AND ABBREVIATIONS

AIM Advance Institute of Motoring Ltd ARC Audit and Risk Committee BCSD Business Council of Sustainable Development CGNRC Corporate Governance, Nomination and Remuneration Committee CO₂ Carbon dioxide CSR Corporate Social Responsibility DEM Development & Enterprise Market of the Stock Exchange of Mauritius Ltd DPS Dividend per share EBITDA Earnings before interest, tax, depreciation, and amortisation EPS Earnings per Share FPSL FleetPro Services Ltd GCEO Group Chief Executive Officer GCA Group Chief Accountant HAWT Horizontal-axis wind turbine HC Hydrocarbons ICL Island Communications Ltd IFRS International Financial Reporting Standard kWh Kilowatt-hour MBA Master of Business Administration MIoD Mauritius Institute of Directors Ltd MyC mychauffeur Ltd NAV Net Asset Value NAVPS Net Asset Value per Share NGO Non-Governmental Organisation NOI Net Operating Income NOx Nitrogen oxides PAT Profit after Tax PET Polyethylene terephthalate PIE Public Interest Entity PM Particulate matter PV Photovoltaic RHT HL RHT Holding Ltd RHT BS RHT Bus Services Ltd RHT IL RHT Investments Ltd RHT PL RHT Properties Ltd RHT VL RHT Ventures Ltd ROE Return on Equity Rs Mauritian Rupees SEM The Stock Exchange of Mauritius Ltd SEMSI Stock Exchange of Mauritius Sustainability Index Sqm Square metres TMSL Transport and Micropayment Systems Ltd VAWT Vertical-axis wind turbine ZEB Zero-emission bus

ANNUAL REPORT 2019 5 ABOUT THE GROUP OUR VISION To be a trendsetter offering an outstanding level of service that meets the highest environmental and social standards. PURPOSE RHT Holding Ltd initially started its operations in 1954 under the name Rose Hill Transport Group, operating in public transport in Mauritius. Through its years of experience in the bus services sector, RHT Holding Ltd has established itself as the leading market player. In 2006, with a view to diversifying its activities, the Company was listed on the Development & Enterprise Market of the Stock Exchange of Mauritius (“SEM”). A restructuring was implemented two years later to separate the different activities into clusters. Subsequently, in 2010, the shareholders resolved to change the name of the Group from Rose Hill Transport Ltd to RHT Holding Ltd. Although public transport remains the core activity of the Group, operating under the name of RHT Bus Services Ltd, there has been a diversification into corporate venturing, investment in property and equities of blue-chip companies trading on the SEM as well as in international funds. On 7 September 2015, RHT Holding Ltd was also listed on the SEM Sustainability Index (“SEMSI”), which seeks to promote the best companies in Mauritius working to provide a more sustainable business environment for all stakeholders. OUR MISSION We aspire to be one of Mauritius’ most The RHT Group is now entering a crucial phase. With the advent of the Metro project, the Company valuable companies through innovation, is poised to reinvent itself and transition to markets that offer better margins. world-class performance and a clear focus on each of our business segments.

6 RHT HOLDING LTD I 65 years I Leadership through Innovation ANNUAL REPORT 2019 7 CORPORATE INFORMATION

REGISTERED OFFICE BOARD OF DIRECTORS COMPANY SECRETARY PRINCIPAL BANKERS 32 ex-14 Hugnin Road, Paul C.K.F. Ah Leung - Chairperson Navitas Corporate Services Ltd The Mauritius Commercial Bank Ltd Rose Hill, Mauritius Sidharth Sharma - Group Chief Executive Officer The State Bank of Mauritius Ltd Ravindra Goburdhun - Executive Director EXTERNAL AUDITOR Barclays Bank Plc COMPANY REGISTRATION NUMBER Meha Desai MauBank Ltd Stéphane Leal BDO & Co. C893 Kamil Patel 10, Frère Félix de Valois Street, Port Louis, SHARE REGISTRAR Yoosuf Kureeman Mauritius DATE OF INCORPORATION Uday Kumar Gujadhur MCB Registry and Securities Ltd 27 April 1954 Van Man Sin Kwok Wong INTERNAL AUDITOR PwC Mauritius 18, Cybercity Ebène, Réduit 72201, Mauritius

Inclusion as one of the 15 constituents PATHWAY of the prestigious SEMSI (Stock Exchange of Mauritius Sustainability Index). Launch of Smartline on RHT was Route along with 1954 1972 1998 Listing of RHT 2005 probably 2011 2014 the Trip Planner 2016 Introduction of 2018 on the among the few ISO 9001:2008 mobile app for the Filao card. Recruitment of Development companies in certification. bus tracking. Procurement of Introduction of the first lady & Enterprise the world to Introduction of Incorporation of buses using automatic conductor, Market of the introduce FREE semi-low floor ICL Zambia, a EURO IV transmission driver and Stock Exchange Wi-Fi on its buses subsidiary of RHT standard Official Launch of gear Difficult time traffic officer Introduction of of Mauritius First trial of the buses Launch of Presentation of Ventures Ltd Launch of engines Launch of the Rose Hill during the GPS technology electronic fare Etoile Card the Mauritius Fleet Pro. country’s first Transport Ltd workers’ strikes. in RHT buses payment Business Reintroduction two-wheeler RHT was the only system Excellence of the driving school, bus carrier that Award. double-decker the Advanced maintained Introduction of buses Institute of service despite a the Chef on the Motoring trade union ban Bus Concept. Launch of 1965 1990 2001 2010 2013 mychauffeur.mu. 2015 2017

8 RHT HOLDING LTD I 65 years I Leadership through Innovation ANNUAL REPORT 2019 9 PERFORMANCE REVIEW & HIGHLIGHTS

10 RHT HOLDING LTD I 65 years I Leadership through Innovation ANNUAL REPORT 2019 11 CHAIRPERSON’S MESSAGE “Without the ambition to raise oneself to life’s challenges, growth and innovation

Dear Shareholder, would never happen.” On behalf of the Board of Directors, it is my have yet to witness these long-awaited actions Mark Goulston pleasure to present the Annual Report of and their resultant impacts. RHT Holding Ltd (the “Company”) for the year On the other hand, this undesirable situation ended 30 June 2019. has not deterred our resolve to pursue with “Without the ambition to raise oneself to our motto, “Leadership Through Innovation.” life’s challenges, growth and innovation This year, in the midst of adverse conditions, would never happen.” (Adapted from Mark RHT BS has actually introduced two new Goulston) 100% electric buses, thus becoming the very first public transportation company to invest in the Company and its minority shareholders. possible essentially by way of dividends The RHT Group has been painstakingly rising to such vehicles. This platform’s primary objective was to act received through RHT Investments Ltd, various challenges over the last years and has as a vehicle to keep shareholders (especially which remains the main revenue driver for kept an unflinching resilience in the face of the STRATEGIC FOCUS the smaller ones) abreast of the means and the Group. hardships crossing its way. The Group’s strategy remains the development ways in which challenges facing the Group are ACKNOWLEDGEMENTS Indeed, our public transportation cluster, of mobility solutions for goods and people, being addressed. They have unfortunately not RHT Bus Services Ltd (“RHT BS”) has dragged except that we are now extending our boundaries demonstrated the anticipated interest in this It is in trying times that we can truly evaluate down the financial results of the Group with an to encompass continental Africa. Indeed, the initiative, which will be put on hold until further the real strength of a Team! And we are increasing negative contribution of more than RHT Group is very much active in Zambia while notice. sailing through rough seas! I, therefore, wish Rs 1 million monthly due to: exploring new territories such as Kenya and to express our gratitude to our Management DIVIDEND • a drastic fall in ridership caused by delays Uganda. Team and staff for their dedication and Despite the difficult situation, the Board, engagement and wish to reiterate the trust and longer travel time; At the subsidiaries’ level, we have witnessed following the recommendation from the and confidence of the Board of Directors in • a reduced number of trips per bus; very promising results with the good financial executive management, considered it necessary the Group’s Executives and Managers. • enormous increases in fuel costs; and performance of FleetPro Services Ltd (“FPSL”), to remunerate shareholders even at a reduced • huge augmentations in overall inefficiency Island Communications Ltd (“ICL”), and Transport rate. Indeed, the total dividend declared in the rates. and Micropayment Systems Ltd (“TMSL”). I am financial year ended 30 June 2019 is Rs 0.90 per convinced that these clusters will be delivering All of the above was caused by massive traffic share, which is Rs 0.15 lower compared to last much higher returns in the years to come. congestion in most of the regions served by year. An interim dividend of Rs 6,081,075.00 RHT BS. SHAREHOLDER ENGAGEMENT (Rs 0.50 per share) was declared in November We have nevertheless constantly been re- INITIATIVES 2018 and paid in December 2018 and a assured by the Government and relevant With a view to improving shareholder final dividend of Rs 4,864,860.00 (Rs 0.40 Paul C.K.F. AH LEUNG transport authorities that appropriate measures engagement and foster transparency in per share) was declared in June 2019 and Chairperson have and will be taken to alleviate our hardships, the affairs of the Company, the Board had paid in August 2019. As in recent years, and as such mitigate our losses – we indeed initiated meetings to build a bridge between the declaration of dividend has been made 27 September 2019

12 RHT HOLDING LTD I 65 years I Leadership through Innovation ANNUAL REPORT 2019 13 GROUP CHIEF EXECUTIVE We remain resolute in OFFICER’S REPORT becoming an important player in the Mobility

Dear Fellow Shareholder, segment.

HIGHLIGHTS The financial year ended 30 June 2019 has been August and garnered significant interest for its another very testing one for the Group’s flagship full maintenance leasing product. undertaking, RHT Bus Services Ltd (“RHT BS”). MyChauffeur has cemented its market position Fleet usage went down due to congestion and for an on-demand driver hiring service. The passenger footfall has consequently declined Company is still not profitable but has managed by 20% since 2017. The Company hopes that to build a strong brand. The focus is now on the operational landscape will change with improving average revenue per customer. the introduction of the Metro service. RHT BS compared to Rs 13.9m in the previous financial has been allocated 10 feeder routes that will Transport and Micropayment Systems Ltd year. Turnover went down by 4.5% as a direct require 23 buses. The service will be paid by (“TMSL”) on the other hand won the contract for consequence of the congestion associated Our fully electric Metro Express Ltd on a lump-sum basis and providing cashless payment solutions at Splash with Metro works. This negative trend is now the Company is expected to cover all its costs n Fun Leisure Park (formerly Le Waterpark and expected to reverse with the completion of works buses are the plus a margin. The Company will also negotiate Leisure Village) in Belle Mare. The Company on the Rose Hill-Port Louis segment. In addition, a standby fee in exchange for deploying its has also received a letter of confirmation for the the Company has been able to negotiate a more first of their kind fleet whenever the Metro is inoperative due to installation of cashless ticketing equipment on favourable transition subsidy arrangement. maintenance works. feeder buses for the Metro network and is now in Mauritius and positioning itself as a reliable supplier for the bus The level of financial subsidy obtained will be ELECTRIC BUSES industry. maintained as the Company’s fleet size and Two fully electric buses were launched by the represent a the number of employees remains the same. ICL Zambia, a subsidiary of Island Communica- Company on 17 June 2019. They are the first of In addition, the Government has allocated 11 tions Ltd (“ICL”) turned profitable this year and their kind in Mauritius and represent a significant significant milestone. routes to make up for the losses in ridership that has been steadily increasing its customer base. milestone. The ceremony was graced by the Vice the Company will face with the roll-out of the The Company has been functional in this country Prime Minister, Mrs Fazila Jeewa-Daureeawoo Metro service. It remains unclear at this stage for over 2 years now and provides the Group with and the Minister of Public Infrastructure and whether these routes, that we initially intend to an opportunity to introduce its product range into Land Transport, Mr Nandcoomar Bodha. operate on a trial basis, will generate sufficient a new market. A 30% share of the energy powering the buses Ebene Carpark Ltd and Victoria Station Ltd. revenue. T h e G r o u p ’ s s t r a t e g y s e s s i o n w a s h e l d o n is obtained from photovoltaic panels installed Construction of the Ebene Car Park is on track Subsidiaries other than RHT BS have contributed 25 July 2019 and we remain resolute in becoming at the depot. The cost-benefit of the electric with completion expected by November 2019. more than 30% of the Group’s turnover and this an important player in the Mobility segment. We buses is compelling and make a strong case for Works have also started at the Victoria Urban figure is expected to further improve in the new are also focused on streamlining our business increasing their numbers in our fleet. Terminal. The project has taken longer than financial year. with a view to becoming more profitable. expected to initiate due to the complexity involved PROJECTS IN THE PIPELINE in the first such public-private partnership in Fleet Pro Services Ltd (“FPSL”) had a good year FINANCIAL RESULTS and generated a sound profit from securing As reported in the Annual Report last year, Mauritius. However, the significant interest Group results have been pulled down largely by some important accounts. The Company the Company through RHT Investments Ltd generated among retailers gives a lot of comfort losses in RHT BS, which amounted to Rs 17.2m participated in the Salon de L’Automobile in (RHT IL) has made strategic investments in regarding the future success of the project.

14 RHT HOLDING LTD I 65 years I Leadership through Innovation ANNUAL REPORT 2019 15 We are also working on value- added services GROUP FINANCIAL DASHBOARD that could be provided in connection with the Metro project. Rs 189.5M Rs 17M Rs 27. 4M RHT Bus Services Ltd RHT Bus Services Ltd RHT Investments Ltd REVENUE LOSS OF THE YEAR PROFIT BEFORE TAX The Company is in the process of entering into an operational management contract with a bus company in East Africa. We are also working on value-added services that could be provided in connection with the Metro project. These new activities will be carried out under the Advance Institute of Motoring Ltd (“AIM”).

CONCLUDING REMARKS We now firmly believe that the uncertainty and challenges around the business model Rs 740.0M Rs 29.2M Rs 26.5M of RHT BS are behind us. We look forward to RHT Investments Ltd Island Communications Ltd FPSL delivering better results and stronger financial TOTAL ASSETS REVENUE REVENUE performance for the new financial year. I would like to thank you for your support and confidence in our Company.

Rs 275.0M Rs 7.9M Rs 0.90 GROUP GROUP LOSS DIVIDEND REVENUE BEFORE TAX PER SHARE Dr Sidharth Sharma Group Chief Executive Officer 27 September 2019 Rs -0.74 Rs 1026.1M Rs 55.4M Rs 31.00 EARNINGS TOTAL NET ASSET SHARE PER SHARE ASSETS VALUE PRICE PER SHARE

16 RHT HOLDING LTD I 65 years I Leadership through Innovation ANNUAL REPORT 2019 17 SALIENT EVENTS

AFRASIA BANK SUSTAINABILITY AWARD RHT Bus Services is a proud recipient of an AfrAsia Bank Sustainability Award, which was presented to the company during the AfrAsia Bank Sustainability Summit 2019 held on 14-15 October 2019 at the Caudan Arts Centre. A first in Mauritius, these awards seek to recognise local organisations which have made sustainability an integral part of their business practices.

ELECTRIC BUSES A first in Mauritius, RHT Bus Services Ltd launched its first two fully electric zero emission buses on 17 June 2019 . A proportion of 30% of the energy used by these semi-low floor vehicles with a seating capacity of 10029 % and 36 passengers respectively comes from photovoltaic panels installed at the depot. ELECTRIC

18 RHT HOLDING LTD I 65 years I Leadership through Innovation ANNUAL REPORT 2019 19 LEADERSHIP THROUGH INNOVATION ACCIDENT DRILL A full-scale accident drill involving a bus collision with a motorcycle and a shop was conducted on 21 August 2019 at Hugnin Street, Rose Hill. RHT Bus Services personnel and stakeholders such as the police, the Special Mobile Force, the Special Supporting Unit, fire services and first aiders took part in the exercise, which was completed in less than half an hour.

SOCIAL INITIATIVES RHT Holding Ltd demonstrated its ongoing The mobility landscape in Mauritius manage facilities developed in keeping with commitment to sustainability and corporate is undergoing significant change and international standards. A new paradigm will social responsibility through a number of RHT Holding Ltd (RHT HL) is inclined be established with ‘drop-and-pick’, similar different initiatives during the year under to make a meaningful contribution as to airport operation. review. a leading industry player. To succeed In addition, we intend to persevere with our in this endeavour, we have teamed up plans to set up a taxi business. We are also with Transdev, the largest private sector exploring the possibility of moving into new operator of multiple modes of passenger spheres through implementing a bike-sharing transit in North America. service and offering corporate transportation We have various projects underway, solutions. including the rolling out of a park and ride Our ultimate goal is to transform into a one- service to support the scheduled opening stop service provider and thus continue to of the Ebene Car Park, a multi-storey paid deliver on our mission to be one of Mauritius’ facility. We are also bringing our expertise most valuable companies through innovation, to the Victoria Urban Terminal, a key world-class performance and a clear focus multimodal complex in Port Louis. This will on each of our business segments. provide us with the unique opportunity to

20 RHT HOLDING LTD I 65 years I Leadership through Innovation ANNUAL REPORT 2019 21 The two Zhongtong semi-low floor buses – one with two discharge guns. To be sustainable, it is 8.5m long 29-seater and one 10m long 36-seater further envisaged to use the existing 500sqm procured and commissioned on 18 June 2019 rooftop to produce a daily average of 320kWh. consume an average of 36kWh of electrical With the completion of the new workshop power for night charging of the batteries rated at sheds, another 600sqm will be available to SUSTAINABILITY REPORT 136kWh and 202kWh. Since their commissioning, produce an additional 384kWh of sustainable an average of 193kWh is used daily for charging energy which will be fed into the grid. and the photovoltaic (PV) plant contributes to With the introduction of the ZEB, RHT Bus Services almost 19% of consumption. Ltd (RHT BS) also witnessed a 1.66% drop in the Both buses are charged through a 45kW charger monthly CO₂ emissions of 270,329kg.

The following report provides stakeholders of RHT Holding Ltd (RHT HL) with an overview of our sustainability targets and achievements for the review period, with a primary focus on our main and most environmentally impactful business line, bus services. FLEET AGE AND CARBON FOOTPRINT The RHT Bus Services Ltd (RHT BS) fleet consisted of 80 vehicles at end-June 2019 with a mix of 45 high EURO O EURO 2 EURO 3 EURO 4 ZEB chassis buses, 34 semi-low floor buses and one low floor bus, the only double-decker on the island. On the sustainability aspect, the 13kWp solar The average fleet age is 6.25 years with vehicles power plant connected to the grid produces an Daily Energy Consumption classified according to Euro emission standards average 36.5kWh daily. These ZEB further ensure from Commissioning to Financial Year-End below: lower operating costs and decrease the disposal of PV daily kWh % of CEB • 47.5 % are Euro 0; waste like used oil and wear-and-tear materials to Date production consumed kWh • 31.25 % are Euro II; the extent that 30 litres of engine oil are saved for MOVING TOWARDS • 1.25 % are Euro III; every 10,000km cycle. 18/06/2019 37.03 52.49 70.5 SUSTAINABLE ENERGY • 17.5% % are Euro IV: and As per the table below, the Euro IV buses procured RHT Bus Services Ltd (RHT BS) is currently • 2.5 % are zero-emission buses (ZEB). also contributed to lower CO₂ emissions. 19/06/2019 45.03 161.66 27.9 working on two projects: 20/06/2019 46.50 192.1 24.2 Vehicle Emissions a) lining bus roofs with around 7sqm of PV film MILESTONES ON THE PATH 21/06/2019 40.87 185.52 22.0 to roughly produce 1.5kW of sustainable RHT BS energy to power the lead-acid batteries and Stage CO₂ HC NOx PM 22/06/2019 42.14 152.02 27.7 TOWARDS SUSTAINABILITY Fleet further reduce the electricity consumption of % The new Euro IV vehicles are equipped with 24/06/2019 34.92 257.26 13.6 auxiliaries; and automatic Voith transmission, which enhances Euro 0 12.3 15.8 2.6 N/A 47.5 b) conducting research work on introducing 25/06/2019 34.06 228.38 14.9 comfort and decreases fatigue among drivers, a horizontal-axis wind turbine (HAWT) who stay more alert on the road. There is also a Euro 1 4.5 1.1 8 0.36 0 26/06/2019 10.93 217.04 5.0 or a vertical-axis wind turbine (VAWT) to reduction in consumables related to wear-and-tear Euro 2 4 1.1 7 0.25 31.25 produce sustainable energy for operating parts like clutch discs and clutch booster kits. 27/06/2019 39.64 218.88 18.1 bus air conditioning systems and powering Euro 3 2.1 0.66 5 0.1 1.25 The two ZEB are fully electric buses with a 28/06/2019 38.5 248.37 15.5 auxiliaries. range of 200-250km after a full night’s charge. Euro 4 1.5 0.13 0.4 0.01 17.5 These projects will improve operational efficiency 29/06/2019 32.25 207.98 15.5 They consume an average of 250kWh daily and while reducing our fuel consumption and carbon yield a consumption of 75kWh per km operated. ZEB 0 0 0 0 2.5 30/06/2019 36.5 192.9 18.9 footprint.

22 RHT HOLDING LTD I 65 years I Leadership through Innovation ANNUAL REPORT 2019 23 The recycled water will be channelled through different pipelines to toilet flush and urinal systems, CONTRIBUTION TO again reducing dependency on potable water. PRESERVING WATER TABLES Waste Recycling Batteries reaching the end of service life, used STATEMENT OF COMPLIANCE The use of sealed maintenance-free batteries for the past year has contributed to decreasing oil maintained in steel tanks along with PET (SECTION 75 (3) OF THE FINANCIAL REPORTING ACT 2004) the rate of battery failures and cracked battery bottles are disposed of with the approved service casings, thus eliminating damage caused to provider. water tables through the release of electrolyte to the soil. Rainwater Harvesting Cleaning activities are carried out in a designated All rainwater from the workshop’s covered sheds area to ensure that there is no water table is channelled to 5,000 and 15,000-litre water tanks contamination. Monthly effluent analyses show to contribute to reducing the use of potable water Name of Public Interest Entity (‘PIE’): RHT Holding Ltd no deviation from standards prescribed by the Reporting Period: Financial year ended 30 June 2019 Wastewater Management Authority. In the below Energy Consumption table providing monthly effluent analysis results, all standards are met except for BOD. RHT Bus Services Ltd (RHT BS) closely monitors On behalf of the Board of Directors of RHT Holding Ltd (the “Company”), we confirm that, to the best of the monthly electricity consumption, which is on our knowledge, the Company has complied with all of its obligations and requirements under the Code a downward trend with the use of highly efficient Monthly Effluent Analysis Results of Corporate Governance for Mauritius (2016) (the “Code”). LED lights, among others. Maximum daily power Units Norms Achieved consumption of 37kW was recently recorded at the It is to be noted that the Board of Directors of the Company complied with the eight principles of the

Adsorbable Organically RHT Depot, whose monthly average consumption Code. mg/L 1 <0.1 Bound Halogen - AOX is shown in the below table:

Biological Oxygen mg/L 40 314 Consumption Pattern over the Years Demand

Chemical Oxygen Admin Parking 2 mg/L 1,500 976 Demand 2014-15 74,115 1,013 pH 5 to 9 7 2015-16 74,187 1,059 Total Kjeldahl Nitrogen mg/L 80 26 2016-17 65,841 943 Total Suspended Solids mg/L 400 204 2017-18 56,132 1,055 Cadmium mg/L 0.05 <0.001 2018-19 64,474 807 Chromium mg/L 1 0.001 Paul C.K.F. Ah Leung Dr Sidharth Sharma Chairperson Group Chief Executive Officer Lead mg/L 1 <0.001 The increase in consumption in 2018-19 is due to Manganese mg/L 2 0.14 the introduction of an electric charger for buses and auxiliaries. Mercury mg/L 31 <0.0002 sae Nickel mg/L 2 0.002 Phosphorous mg/L 50 0.38 Zinc mg/L 2 0 Furthermore, RHT Bus Services Ltd will be equipped with an automatic bus washing machine where all the water used, will be recycled and used again. The amount of potable water will again drop din aring to almost 80% of the 128m³ used monthly. Linaire din Linaire din

24 RHT HOLDING LTD I 65 years I Leadership through Innovation ANNUAL REPORT 2019 25 STATEMENT OF DIRECTORS’ CORPORATE RESPONSIBILITIES GOVERNANCE REPORT The Directors acknowledge their responsibilities for:

(i) adequate accounting records and maintenance of internal control systems; (ii) the preparation of statements which fairly present the state of the Company as at the end of the year and the results of its operations and cash for that period and which comply with International Financial Reporting Standards (IFRS); and (iii) the selection of appropriate accounting policies supported by reasonable and prudent judgements.

The external auditors are responsible for reporting on whether the financial statements are fairly presented. The Directors report that:

• adequate accounting records and a system of internal controls and risk management have been maintained; • appropriate accounting policies supported by reasonable and prudent judgements and estimates have been used consistently; • International Financial Reporting Standards have been adhered to. Any departure in the interest of fair presentation has been disclosed, explained and quantified; and • the Code of Corporate Governance has been adhered to.

Approved by the Board of Directors on 27th September 2019.

Paul C.K.F. Ah Leung Dr Sidharth Sharma Chairperson Group Chief Executive Officer

26 RHT HOLDING LTD I 65 years I Leadership through Innovation ANNUAL REPORT 2019 27 BOARD OF DIRECTORS

Kamil Patel Paul C.F.K. Ah Leung Sidharth Sharma Independent Director Uday Gujadhur Stéphane Leal Ravindra Goburdhun Chairperson and Group CEO and Independent Director Non-Executive Director Executive Director Independent Director Executive Director Chairperson of the Audit and Risk Committee

Mr. Ah Leung was born in 1967 and is Dr. Sharma was born in 1974 and prior to Mr. Patel was born in 1979 and is the CEO of Chairperson of the Corporate Governance, Mr. Leal was born in 1971 and holds a BSc Mr. Goburdhun was born in 1958 and a Member of the Chartered Institute of joining RHT Holding Ltd in 19 9 6 as Logistic s the Rentsolutions Group. He holds an MBA Nomination and Remuneration Committee in Finance and Marketing from Boston holds a BSc Science from the University Marketing (UK). He is the current Group Manager, he worked as a Research (cum laude) from the University of Edinburgh Mr. Gujadhur was born in 1955 and is a College since 1994. of Udaipur, India. He worked for 10 years Chief Executive Officer of Rey & Lenferna Engineer with British Telecom. Dr. Sharma and was appointed as an Independent in the hotel sector in France. He is also Fellow of the Association of Chartered He is a Director of Mauritours Ltd and a Ltd, ATS International Ltd, and ATS obtained his Ph.D. in Telecommunications Director of the Group from 1 July 2014. a Director of RHT Investments Ltd, the Certified Accountants, the UK with over number of other companies in the tourism Manufacturing Ltd. from the University of Bristol in 2004. 30 years of professional experience in investment arm of the Group, FleetPro Currently, Mr. Patel is also the Chairperson sector. auditing, taxation and consulting. He is Services Ltd (previously known as Fleet Mr. Ah Leung holds directorship in a A Chartered Engineer and a Fellow of of Rentworks, one of the largest leasing also a Fellow of the Mauritius Institute of Mr. Leal was appointed to the Board of Africa Indian Ocean Ltd) and Transport number of Mauritian and international the Institute of Directors, he is currently companies in South Africa. Prior to Directors and a member of the Institute of RHT Holding Ltd on 27 September 2004 and Micropayment System Ltd. companies. He is also a member of the a council member of Business Mauritius founding the Rentsolutions Group, he Directors, UK. and is also a Director of RHT Bus Services Mauritius Institute of Directors and was and the National Road Safety Committee was the CEO of the Dölberg Group for Directorships in other companies: RHT Ltd and of the venture companies of the appointed as an Independent Director to as well as an Executive Director of all 9 years. Before that, Kamil ran his own Mr. Gujadhur serves as an Independent Investments Ltd, RHT Ventures Ltd, Non-Executive Director of several Group. the Board on 10 January 2007. the subsidiaries of RHT Holding Ltd. He tennis business within the hospitality Island Communications Ltd, Fleet Pro companies including Investment funds was appointed as Director to the Board in industry and has been publicly credited for Directorships in listed companies: Nil Services Ltd, Transport Micropayment Directorships in other companies: Forges and listed entities. He is a Board member 2000 and Group Chief Executive Officer changing tourism in Mauritius. System Ltd, mychauffeur Ltd, Advance Tardieu Ltd (NED), Rey & Lenferna Ltd of Essar Capital Limited and Investment of RHT Holding Ltd on 7 March 2012. Institute of Motoring Ltd (CEO), Rey & Lenferna International Ltd He is a Mauritian citizen who grew up Manager to Essar Global, a Caymans Fund with investments worldwide. Until 2008, he (CEO), ATS Ltd (NED), ATS International Dr. Sharma is a past Board member of in Ethiopia, Switzerland and the United was the CEO, Director and shareholder of Ltd (CEO), ATS Manufacturing Ltd (CEO), the Mauritius Institute of Directors. States and has strong ties with the a major Trust and Fiduciary Company in Linux Solutions Ltd (ED), Lubatech Ltd UK. He is a member of the Institute of Directorships in other companies: RHT Mauritius. (CEO), Poivre Corporate Services Ltd Directors, President of the Mauritius Bus Services Ltd, RHT Ventures Ltd, (NED), Petite Rivière Investments Ltd Tennis Federation and a member of the On the social side, he is an active member RHT Properties Ltd, mychauffeur Ltd, (ED), Rey & Lenferna (Seychelles) Ltd Confederation of African Tennis. and past President of the Rotary Club of Transport and Micropayment System Ltd. Port Louis engaged in various community (CEO), Systec SARL (Madagascar) Gérant Directorships in other companies: Ilot Malais projects. statutaire non-résident (ED) Ltd, Eco Dynamics Limited, Ferrotech Directorships in listed and public companies: Limited, Lavoro Limited, Rentsolutions Bavure Holdings Ltd, Trevo Capital Ltd, Limited, Dölberg Finance Holdings Limited, Quality Beverages Limited, The Mauritius Dölberg Investments Ltd, mychauffeur Ltd, Commercial Bank Limited, Soap & Allied RHT Holding Limited, RHT Investments Ltd Industries Limited, Dacosbro Limited

28 RHT HOLDING LTD I 65 years I Leadership through Innovation ANNUAL REPORT 2019 29 CORPORATE GOVERNANCE REPORT (Cont’d) SENIOR MANAGEMENT TEAM BOARD OF DIRECTORS

Yudheesha Napaul Crouche Devarajen Adiapen Ganesan Veeraragoo Yoosuf Kureeman Van Man Sin Kwok Wong Meha Desai Non-Executive Director Non-Executive Director Non-Executive Director Human Resources Manager Procurement Manager Operations Manager RHT Holding Ltd RHT Bus Services Ltd Fleet Pro Services Ltd

Mr. Kureeman was born in 1956 and was Mr. Sin Kwok Wong was born in 1956 and Ms. Desai was born in 1984 and is currently Yudheesha Crouche joined the RHT Group Holder of a BA in Business Administration Ganesan Veeraragoo joined the company appointed to the Board on 1 January 2007. is a Fellow Member of the Association of a doctoral student at the Ironbridge as Human Resources Manager in July since 1998 from City College UK. in January 2017 as Fleetpro Coordinator He is also a Director of RHT Bus Services Chartered Certified Accountants as well International Institute for Cultural Heritage 2018 and has over 6 years of progressive Devarajen also holds a BTech in Business and was promoted to Sales Manager in Ltd and of the venture companies of the as the Mauritius Institute of Directors. at the University of Birmingham. experience in the field. and finance and a post-graduate January 2018. He is responsible for the diploma in HRM since 2012, Devarajen setting up of FleetPro Services Ltd and Group. She has worked in various environments, His varied experience in Mauritius She was previously a freelance writer Adiapen joined RHT Ltd in May 1998. has been a major contributor to sales such as Textile, Manufacturing, and Directorships in other companies: RHT comprises public practice, commerce, and editor focusing on culture, food, He is currently the Group Procurement achievement. Technology. Her experience encompasses Bus Services Ltd, RHT Ventures Ltd, Island and the hotel industry, where he worked and lifestyle stories. She has written Manager and is also the Chairperson of talent acquisition, employee engagement, Ganesan was self-employed until Communications Ltd, RHT Properties Ltd, for 20 years as a Financial Controller extensively on sustainability issues and the Health and Safety Committee since employee performance appraisal, auto- December 2015. He is a result-oriented Hugnin Property Development Ltd and Deputy General Manager of a five- ethical business practices across various 2003. star luxury property. He joined the Board industries. Her writing has been featured mation of HR processes, payroll, employee person with experience in operation of RHT Holding Ltd on 30 June 2005 as in magazines such as Harper’s Bazaar, relations, job profiling, and remuneration Devarajen is a member of the Association management, administration, budgeting, Independent Director. YouPhil.com, Sundays, Goya Journal, mechanism. of Business Executives, UK and is also product development, supervision and looking after facility management over client relations. He has acquired computer and StarChefs. She has also written for Yudheesha is a graduate in Mathematics Mr. Sin Kwok Wong has also been an the Group. and technical skills and experience organisations such as the Indian Council from the University of Technology, Executive Director of RHT Holding Ltd, through international franchises like for Cultural Relations, The Craft Revival Mauritius and completing her master’s whereby he was mainly in charge of ADA in Paris and Engen Quick Shop and Trust, and the Alkazi Foundation. degree in Applied Statistics with property project developments. Effective Corner Bakery in Cape Town. from December 2018, his status has been Ms. Desai holds honours degrees in Operational Research. changed to the Non-Executive Director of English Literature from Delhi University RHT Holding Ltd. and in History of Art from The National Museum in New Delhi, India. She is an Directorships in other companies: RHT alum of the Mauritius Institute of Directors Bus Services Ltd, RHT Investments and has been with the RHT Group for Ltd, RHT Properties Ltd, RHT Ventures close to three years now. Ltd, Island Communications Ltd, FleetPro Services Ltd, Transport and Directorships in other Companies: RHT Micropayment System Ltd, Advance Bus Services Ltd, FleetPro Services Ltd, Institute of Motoring Ltd, Hugnin Property Advance Institute of Motoring Ltd Development Ltd

30 RHT HOLDING LTD I 65 years I Leadership through Innovation ANNUAL REPORT 2019 31 CORPORATE GOVERNANCE REPORT (Cont’d) SENIOR MANAGEMENT TEAM

Ajmal Abdool Reehaz Soobhany Prakash Rajkomar Hussayn Baulum Ashwin Ramchurn Chief Operating Officer Chief Operating Officer Group Chief Accountant Senior Lead/Trainer Workshop Manager RHT Ventures Ltd RHT Bus Services Ltd RHT Holding Ltd Advance Institute Of Motoring Ltd RHT Bus Services Ltd

Ajmal Abdool was appointed Chief Reehaz Soobhany joined RHT Bus Prakash Rajkomar took up the role of Hussayn joined RHT Ventures Ltd in Ashwin Ramchurn was appointed as Operating Officer of RHT Ventures Ltd in Services in July 2019. He is responsible Group Chief Accountant in January 2019 2014 as a driver, before eventually being Workshop Manager of RHT Bus Services July 2018. for the overall running of the bus services to assist the Group Chief Financial Officer promoted to Transport Planner for his Ltd in June 2019. cluster and developing new businesses in in revamping the Finance Department. excellent performance and dedication. He joined ICL as Software Engineer He has an automotive engineering new mobility areas. Following his certification by AA DriveTech in 2005 and was promoted to General A Fellow of the Association of Chartered background and after completing his (UK) as Trainer & Assessor course for Manager in February 2007, responsible He comes from a technology background, Certified Accountants, the UK he was bachelor’s degree in 2011, he worked for On-Road and Workshop Driver Training in for the overall business growth, strategic having had consulting and senior responsible for the production of accounts ABC Motors, Toyota (Mauritius) Ltd and 2016, he became the trainer of the RHT direction, the performance of the company managerial positions with New Edge for quarterly reporting to the authorities CFAO Motors. Training Academy. and market diversification into Africa. Prior Solutions (Eclosia Group) and Ceridian. and managed the team in relation to Ashwin joined RHT Bus Services Ltd as to joining ICL, Ajmal was with New Edge He also held COO positions in both the accounting and finance duties. Upon the In 2018, Hussayn was promoted as Assistant Workshop Manager in October Solutions as Special Projects Consultant, legal and distribution of fresh foods (SKC departure of the Group Chief Financial Senior Lead/Trainer at Advance Institute 2016. He also has a master’s degree in implementing various software projects Surat & Co. Ltd). He is well versed in Officer in the last quarter of the review of Motoring Ltd. Before joining the RHT Total Quality Management. within the Eclosia Group of Companies. new technologies as well as operational period, he was called upon to liaise Group, Hussayn has been in the transport Having started his career with Currimjee management, people management, and between Senior Management, Executive industry as a Planner for more than 15 Informatics as Business Systems strategy formulation and execution. Directors and the Finance Department. Years. He worked as Transport Officer for Consultant, he has accumulated over He is also involved in the administration of Tropic Knits (Member of Ciel Group) for Reehaz holds a master’s degree in 14 years of professional experience in the companies within the investment arm nearly nine years before joining Transport Business Administration from the the IT industry, covering a wide range of of the Group. and Fleet Logistics ltd as Planning officer. University of Mauritius as well as a Bachelor technical, operational and strategic roles. He has developed several skills such as of Information Technology Honours Prior to joining the RHT Group, Prakash worked planning, fleet management, Operations, Ajmal holds a master’s degree in Business (Software Engineering) from Australian for about 15 years for a Mauritius-based training, monitoring of performance & Administration (specialisation HR) from the National University, Australia. He has also offshore management company forming driving behaviours of road users and University of Mauritius as well as a Bachelor performed post-graduate research in Data part of a multinational. After joining as Senior coaching during his career. of Engineering (IT & Telecommunications) Mining at the Commonwealth Scientific Administrator, he was promoted to higher from Adelaide University, Australia. He is and Industrial Research Organisation, positions with the expansion of the business also a Chartered Member of the Logistics Australia and is a Member of the Mauritius over time, including Head of Accounting and & Transport Institute, UK and a Member of Institute of Directors. Director. He was also seconded to selected the Mauritius Institute of Directors. clients and to Group offices.

32 RHT HOLDING LTD I 65 years I Leadership through Innovation ANNUAL REPORT 2019 33 This report is laid out in the same order as the eight principles of the National Code of Corporate Governance for Mauritius (the “Code”) for ease of reference. CORPORATE GOVERNANCE REPORT (Cont’d) PRINCIPLE ONE Governance Structure All organisations should be headed by an effective Board. Responsibilities and accountabilities within the Dear Shareholders and Valued Partners organisation should be clearly identified. The Company is listed on the Stock Exchange of Mauritius and recognised as a Public Interest Entity. I am pleased to present the Company’s Corporate Governance Report for the It is therefore bound to comply with all the principles of the National Code of Corporate Governance for year ended 30 June 2019. Mauritius. The Board takes its fiduciary responsibilities very seriously. Each Director is appointed with Your Company has maintained a proactive approach in complying with the understanding of the amount of time and care that they will need to devote to the Board and to the the guiding principles contained in the Board Charter and National Code of organisation in order for it to prosper. Corporate Governance for Mauritius. In an ever-changing business environment, The following key governance documents are available on the Company’s website: we are committed to ensuring our governance framework continues to meet the • Board Charter needs of the Company while supporting the delivery of our strategy. • Organisation Chart We have a strong, highly engaged and committed Board of • Code of Ethics Directors with a wide range of experience and expertise. In the These documents have been drafted with the skills, knowledge, and expertise of the Board of Directors, year under review, we have considered and recommended the who have not only been fully involved but have unanimously approved these important documents and appointment of Directors on the Board of certain subsidiaries seek to adhere to them by the spirit and by letter. These are reviewed by the Board on a regular basis. to further strengthen their corporate structure. During the year, the terms of reference of the Committee were considered and reviewed by the Committee. In Company Structure addition, your Committee engaged an external consultant The structure of the Company is shown in the figure below: to undertake a Board evaluation exercise and will RHT Holding continue its Director development and training initiatives Board of Directors to build on expertise and capacity.

RHT Holding In our role as the Nomination and Remuneration Group Chief Executive O cer Committee, we also reviewed the remuneration of the Group CEO and an Executive Director to ensure alignment We have a with the principles for sound compensation practices. RHT Investments RHT Bus RHT Properties RHT Ventures I wish to express my sincere appreciation to the strong, highly members of the Corporate Governance, Nomination Executive Director Executive Director Group Chief Accountant and Remuneration Committee and Management of the engaged and Company for their commitment to corporate governance Chief Operating O cer Human Resources Manager Advance Institute excellence and responsiveness. committed Bus Services Ltd of Motoring Ltd FleetPro Services Ltd

Transport & Island Board of Chief Operating O cer Team Lead Operation Manager MyChaueur On behalf of the Committee. Micropayment Communications Directors... Ltd System Ltd Ltd

Operation Workshop Planning & Sales & Service General or Control Marketing Lead Manager Advisor Operations Supervisor Manager (Vacant) Manager (Vacant) Mr. Uday Gujadhur Chairperson The Board takes particular note of the following key governance positions which are critical to the Board performing against its strategy and achieving a high level of good governance. It has also approved the Corporate Governance, Nomination and Remuneration Committee statement of accountabilities.

34 RHT HOLDING LTD I 65 years I Leadership through Innovation ANNUAL REPORT 2019 35 Group Chief Executive Officer CORPORATE GOVERNANCE REPORT (Cont’d) The Group Chief Executive Officer (GCEO) is responsible for leading the development and execution of the Company’s long-term strategy with a view to creating shareholder value. The GCEO’s leadership role also entails being ultimately responsible for all day-to-day management decisions and for implementing the Company’s short- and long-term plans. The GCEO acts as a direct liaison between the Board and Management of the Company and communicates to the Board on behalf of Management. The GCEO also communicates on behalf of the Company to shareholders, employees, Government authorities, Chairperson of the Board other stakeholders and the public. 1. provide leadership to the Board to ensure it functions effectively. The Board believes that it is The position of the GCEO is to hold the following key responsibilities: in the best interests of all stakeholders to have the flexibility to determine the most qualified 1. lead, in conjunction with the Board, the development of the Company’s strategy; and appropriate individual to serve as Chair of the Board and to ensure that the candidate is an 2. lead and oversee the implementation of the Company’s short- and long-term plans in accordance Independent Director; with its strategy; 2. plan the Board’s annual schedule of meetings and agendas in consultation with the Group Chief 3. ensure the Company is appropriately organised and staffed and have the authority to hire and Executive Officer, Company Secretary, and other Directors as appropriate; terminate staff as necessary to enable it to achieve the approved strategy; 3. coordinate with the Company Secretary to ensure that the Board receives the appropriate quantity 4. ensure that Company expenditures are within the authorised annual budget; and quality of the information in a timely manner to enable it to make informed decisions; 5. assess the principal risks of the Company and ensure that these risks are being monitored and 4. chair all meetings of the Board and ensure that meetings are conducted efficiently and effectively; managed; 5. call special meetings as and when required; 6. ensure effective internal controls and management information systems are in place; 6. facilitate full and candid Board discussions, ensure all Directors exercise their skills, knowledge, 7. ensure that the Company has appropriate systems to enable it to conduct its activities both lawfully and expertise on key Board matters and assist the Board in achieving a consensus; and ethically; 7. develop teamwork and a cohesive Board culture and facilitate formal and informal communication 8. ensure that the Company maintains high standards of corporate citizenship and social responsibility with and among Directors; wherever it does business; 8. help ensure that action items established by the Board are tracked and appropriate follow-up action 9. act as a liaison between Management and the Board; is taken as necessary; 10. communicate effectively with shareholders, employees, Government authorities, other stakeholders 9. make recommendations to the Corporate Governance, Nomination, and Remuneration Committee and the public; as to Committee membership and Chairs for consideration and subsequent approval by the Board; 11. keep abreast of all material undertakings and activities of the Company and all material external 10. work with Committee Chairs to ensure that each Committee functions effectively and keeps the factors affecting the Company, and ensure that processes and systems are in place to keep the Board apprised of actions taken; GCEO and Management of the Company adequately informed; 11. be authorised to attend all Committee meetings, as appropriate; 12. ensure that the Directors are properly informed and that sufficient information is provided to the 12. chair annual and special meetings of shareholders; Board to enable the Directors to form appropriate judgements; 13. collaborate with the Corporate Governance, Nomination and Remuneration Committee in identifying 13. ensure the integrity of all public disclosure by the Company; and recruiting new Board members; 14. develop Board agendas in concert with the Chairperson and Company Secretary; 14. collaborate with the Corporate Governance, Nomination and Remuneration Committee on the 15. request that special meetings of the Board be called when appropriate; performance and structure of the Board of Directors and its Committees, including the performance of individual Directors; 16. determine the date, time and location of the Annual Meeting of Shareholders and develop the agenda for the meeting in concert with the Chairperson and Company Secretary; 15. ensure that an annual Board evaluation exercise is carried out; and 17. sit on appropriate Board Committees as determined by the Board; and 16. maintain a close working relationship with the Group Chief Executive Officer and any other key senior staff. 18. abide by specific internally established control systems and authorities, lead by personal example and encourage all employees to conduct their activities in accordance with all applicable laws and the Company’s standards and policies, including its Environmental, Social, and Health & Safety policies.

36 RHT HOLDING LTD I 65 years I Leadership through Innovation ANNUAL REPORT 2019 37 Chairperson of the Corporate Governance, Nomination CORPORATE GOVERNANCE REPORT (Cont’d) and Remuneration Committee The Chair of the Corporate Governance, Nomination and Remuneration Committee works in close cooperation with and provides support and advice to the Chairperson of the Board. He has the following additional responsibilities: 1. provide expertise in the areas of corporate governance, nominations, and executive remuneration; Chairperson of the Audit and Risk Committee 2. ensure the Board complies with global and national good governance standards; The Chair of the Audit and Risk Committee works in close cooperation with and provides support and 3. be a champion for good governance; advice to the Chairperson of the Board. He has the following additional responsibilities: 4. ensure that the policies around remuneration and nomination are regularly upheld and transparently 1. provide risk expertise to the Audit and Risk Committee; adhered to by the Board; 2. ensure compliance with the terms of the regulatory framework in Mauritius to act for the Audit and 5. oversee succession planning at the Board level with the Chairperson of the Board and with the Risk Committee; Committee, present recommendations to the Board on successors; 3. chair the Audit and Risk Committee meetings; 6. ensure that an update of each Corporate Governance Committee meeting is presented to the Board; 4. guide and advise the Board on the approval of the Annual Report and accounts and an appropriate 7. ensure that the Board receives regular and ongoing training and development; risk management framework; 8. oversee the production of the Company’s Annual Report each year; and 5. understand the accounting procedures, key internal controls, and risk management in order to assure 9. ensure that an independent evaluation is carried out each year and that the recommendations from the Board that the Company’s financial integrity is sound; that evaluation are implemented. 6. ensure that the Company has an appropriate reserves policy; 7. agree with the Chairperson of the Board and Chief Finance Officer on a reporting format for the Group Chief Accountant Board, ensuring that the objectivity and independence of the Chair of the Audit and Risk Committee is not compromised; Reporting to the GCEO, the Group Chief Accountant (GCA) has the following responsibilities: 1. manage cash flows in a leveraged environment; 8. ensure that an updated report of each Audit and Risk Committee meeting is presented to the Board; 2. manage financial capital; communicate capital requirements/implications of business decisions to 9. ensure that the report and accounts are properly audited, and that accepted recommendations of the the GCEO, merchandisers and Board of Directors; external auditors are implemented; 3. ensure efficient capital expenditures and minimise taxes; 10. ensure that accepted recommendations of the internal audit reports are implemented; 4. provide useful financial insights to help make better decisions about formulating and executing the 11. meet the external auditor and, where relevant, the internal auditor independently from the GCEO and business strategy; Finance Director, at least once a year; and 5. establish the internal control processes required to manage and grow the business; 12. ensure that appropriate risk management training for Directors and Senior Management is available and effective. 6. drive the annual budget process and monthly reporting; 7. review monthly accounts prepared by the different business clusters as well as the quarterly and annual accounts to be filed with the authorities; 8. liaise with the auditors for the annual audit; 9. liaise with the internal auditors on internal audit assignments; 10. effectively lead the finance/accounting team; 11. develop and coach the existing team; 12. develop processes and discipline around monitoring and assessing risk in positions; 13. expand financial reporting systems; and 14. effectively manage sponsor, bank, Board of Directors and financial advisor relationships

38 RHT HOLDING LTD I 65 years I Leadership through Innovation ANNUAL REPORT 2019 39 PRINCIPLE TWO CORPORATE GOVERNANCE REPORT (Cont’d) The Structure of the Board and its Committees The Board should contain independently-minded Directors. It should include an appropriate combination of Executive Directors, Independent Directors and Non-Independent Non-Executive Directors to prevent one individual or a small group of individuals from dominating the Board’s decision-taking. The Board should be of a size and level of diversity commensurate with the sophistication and scale Human Resources Manager of the organisation. Appropriate Board Committees may be set up to assist the Board in the effective 1. enhance the organisation’s human resources by planning, implementing, and evaluating employee performance of its duties. relations and human resources policies, programmes, and practices; The Board of RHT Holding Ltd has attempted to create the right balance and composition in such a way 2. maintain the work structure by updating job requirements and job descriptions for all positions; as to best serve the Company. The Board has an appropriate mix of gender, experience, diversity and all 3. support the organisation’s staff by establishing a recruiting, testing, and interviewing programme, Directors wholly endorse the belief in diversity which is expressed in both the Board Charter and Code of counselling managers on candidate selection, conducting and analysing exit interviews; and Ethics. The Company has a unitary Board led by an Independent Non-Executive Director, Mr Paul Chung recommending changes; Kim Fung Ah Leung. Only Board members attend each Board meeting for the duration with other officers of the Company, advisors and other subject-matter experts only attending on invitation for as long as it 4. ensure planning, monitoring, and appraisal of employees, hearing and resolving employee is deemed necessary by the Chairperson. The use of Alternate Directors is permissible. This is made grievances, and counselling employees and supervisors. possible by the careful drafting of the annual Board calendar that is set out each year by the Chairperson 5. manage transversal HR projects within the Group; of the Board with the assistance of the Company Secretary. 6. ensure legal compliance by monitoring and implementing applicable employment laws and state Over the review year, the following meetings of the Board and Board Committees took place: requirements, conducting investigations, maintaining records and representing the organisation at hearings; 7. enforce management guidelines by preparing, updating and recommending human resource Corporate policies and procedures. Governance, Board of Directors Audit and Risk Committee Nomination and 8. retain historical human resource records by designing a filing and retrieval system and keeping past Remuneration and current records; Committee 9. complete human resource operational requirements by scheduling and assigning employees and 13.11.2018 04.09.2018 30.10.2018 following up on work results; The main items on the agenda were: (i) a The main items were: (i) taking note of The main items were to 10. manage human resource staff by recruiting, selecting, orienting, and training employees; review the audited financial statements of the delay in finalising the audited financial review the Corporate 11. the Company for the year ended 30 June statements of the Company for the year Governance Report of advance human resource staff job results through counselling and discipline, and planning, 2018; (ii) approval of unaudited financial ended 30 June 2018; and (ii) a review of the Company for the monitoring, and appraising job results; statements for the quarter ended 30 the revised timeline for completion of the financial year ended 12. September 2018; and (iii) declaration of an audit by Ernst & Young. 30 June 2018 and the promote effective employer-employee relations by helping to provide direction on contract interim dividend of MUR0.50 per share for Terms of Reference of the interpretations and participating in labour negotiations and grievance resolutions with relevant a total amount of MUR 6,081,075 for the Committee. labour representatives and unions; financial year to 30 June 2019. 13. contribute to a work environment that encourages knowledge of, respect for and development of 04.12.2018 24.09.2018 skills to engage with people of other cultures or backgrounds; The only agenda item was to examine the The main item discussed was to update details of the audited financial summary of on the finalisation of the audited financial 14. remain competent and keep abreast of best human resources practices through self-directed the Company for the year ended 30 June statements of the Company for the year professional reading, developing professional contacts with colleagues and attending professional 2018. ended 30 June 2018. development courses; 13.02.2019 12.11.2018 15. contribute to the overall success of the organisation; and The main items discussed were: (i) approval The main items discussed were: (i) a review 16. assist the GCEO in providing leadership and direction for the organisation with regard to employment of the condensed unaudited financial of the unaudited financial statements of legislation. statements of the Company for the quarter the Company and its subsidiaries for the ended 31 December 2018 and publication quarter ended 30 September 2018; and thereof; and (ii) taking note of the New (ii) recommendation of the same to the structure of accounts team and back-office Board of Directors for their approval prior processes. to publication.

40 RHT HOLDING LTD I 65 years I Leadership through Innovation ANNUAL REPORT 2019 41 Company Secretary CORPORATE GOVERNANCE REPORT (Cont’d) Navitas Corporate Services Ltd has been appointed as Company Secretary of the RHT group of companies, effective from 1 April 2016. Navitas Corporate Services Ltd provides a wide range of corporate secretarial, administration and advisory services to domestic clients ranging from small stand-alone companies to large conglomerates listed on the Stock Exchange of Mauritius. All Directors have access to the advice and services of the Company Secretary who is responsible for 13.05.2019 12.02.2019 providing detailed guidance to the Chairperson and Directors as to their fiduciary duties, responsibilities, The main item discussed related to The main items discussed were: (i) and powers. The Company Secretary also ensures that the Company is at all times complying with its the approval of the unaudited financial reappointment of the Chairperson of the Constitution, terms of reference, applicable laws, rules, and regulations. statements of the Company and its Committee; (ii) update on Internal Audit; (iii) subsidiaries for the quarter ended 31 March review of the unaudited financial statements Moreover, the Company Secretary assists the Chairperson and Board in implementing and strengthening 2019. of the Company and its subsidiaries for the good governance practices and processes with a view to enhance long-term stakeholder value. The quarter ended 31 December 2018; and (iv) a review of audit fees to Ernst & Young. Company Secretary administers, attends and prepares minutes of all Board meetings, Board Committee meetings, and Shareholders’ meetings. The Company Secretary also assists the Chairperson in ensuring 17.06.2019 10.05.2019 compliance with Board procedures, the Company’s Constitution and relevant rules and regulations. The sole agenda item discussed was the The main items discussed were: (i) a review The Company Secretary is also the primary channel of communication between the Company and its strategy of RHT Bus Services Ltd as part of of the unaudited financial statements of the whole Group strategy. the Company and its subsidiaries for the shareholders as well as the regulatory bodies. quarter ended 31 March 2019; and (ii) an update on internal audit. Hugnin RHT Island Transport & Advance Propery RHT RHT Bus Investments RHT RHT Communications FleetPro Micropayment mychauffeur. Institute of Development The Chairpersons of the Board and Board Committees are all Independent Directors, carefully selected Holding Ltd Services Ltd Ltd Properties Ltd Ventures Ltd Ltd Services Ltd SystemsLtd mu MotoringLtd Ltd. for their relevant knowledge and experience in these key governance roles. Gilbert Patrick Stéphane Leal Michel Patrice Leal 4 4* 4 4 4 4 4 (as alternate to The Board of RHT Holding Ltd comprised the following Stéphane Leal) members at 30 June 2019: Sidharth Sharma (Dr) 4 4 4 4* 4* 4 4 4 4 4 Ravindra Goburdhun 4 4 4 4 4 4 4 4* Board Composition at 30 June 2019 Van Man Sin Kwok Wong 4 4 4* 4 4 4* 4* 4 4 4 Paul Chung Kim Fung Ah Leung (Chairperson) Independent Director Yoosuf Mohammad 4 4 4 4 4 4 Kureeman Meha Desai Non-Executive Director Paul C.K.F. Ah Leung 4* Ravindra Goburdhun Executive Director Kamil Patel 4 4 4* Yoosuf Kureeman Non-Executive Director Meha Desai 4 4 4 4 Stéphane Leal Non-Executive Director Uday kumar Gujadhur 4 Kamil Patel Independent Director Ajmal Abdool 4 4 4 Sidharth Sharma (Dr) Group CEO and Executive Director Khevin Seebah 4 Van Man Sin Kwok Wong Non-Executive Director*

Uday Gujadhur Independent Director *Chairperson

*Effective from 19 December 2018.

42 RHT HOLDING LTD I 65 years I Leadership through Innovation ANNUAL REPORT 2019 43 Directors’ Interests in the Company’s Securities at CORPORATE GOVERNANCE REPORT (Cont’d) 30 June 2019 None of the Directors held any interest in the share capital of subsidiaries of the Company.

Direct Indirect Directors Shares % Shares % Meha Desai 540,660 4.4454 Attendance at Board and Committee Meetings Sidharth Sharma (Dr) 444,165 3.6520 30,500 0.25 All Directors are committed to attending meetings of the Board and Committees on which they serve. Van Man Sin Kwok Wong 108,930 0.8956 - - Below is a record of attendance at all Board and Committee meetings held in the reporting year: G.P. Stéphane Leal 215,850 1.7748 135,000 1.1 Yoosuf M. Kureeman 224,689 1.8474 - - BOARD & COMMITTEE ATTENDANCE Paul C.K.F. Ah Leung 5,000 0.0411 - - Corporate Governance, Board of Audit and Risk Ravindra Goburdhun 5,020 0.0413 - - Directors Nomination and Directors Committee Remuneration Committee Kamil Patel - - - - Meha Desai 3/5 - 1/1 Uday Gujadhur - - - - Gilbert Patrick Stéphane Leal 3/5 2/5 - Total 1,544,314 12.6976 - - Sidharth Sharma (Dr) 5/5 - 1/1 Total issued shares 12,162,150 Ravindra Goburdhun 4/5 - - Van Man Sin Kwok Wong 4/5 5/5 - Directors’ Transactions in RHT Shares During the Year Yoosuf Mohammad Kureeman 5/5 - 1/1 Paul C.K.F. Ah Leung 5/5 - 1/1 Director’s Name Number of Shares Bought/Acquired Number of Shares Sold Kamil Patel 3/5 4/5 - Uday Gujadhur 2/5 5/5 1/1 Sidharth Sharma (Dr) 300 In attendance Sidharth Sharma (Dr) 5/5 - Board Committees Prakash Rajkomar 2/2 The Board committees have been established to assist the Board in its mandate and enhance its efficacy. Rohan Lukhoo 2/2 - The Board has decided that the correct number of Committees at present is two and these are: 1. the Audit and Risk Committee; and the Corporate Governance, Nomination and Remuneration Committee During the year under review, meetings were mostly held to approve the quarterly accounts of the Company. Decisions taken between meetings are confirmed by way of written resolutions, agreed and 2. the Corporate Governance, Nomination and Remuneration Committee signed by all Directors entitled to receive notice. In addition to regular Board and Committee meetings, a two-day strategic offsite meeting was held to Composition of Board Committees discuss the following: • key risks facing the Group and mitigation factors; Committee Members • overarching strategy and objectives for the upcoming year; Kamil Patel – Chairperson • Audit and Risk Committee strategy for each Group subsidiary; Van Man Sin Kwok Wong • new ventures for the upcoming year; and Uday Kumar Gujadhur • key corporate governance initiatives. Stéphane Leal

Uday Kumar Gujadhur - Chairperson Corporate Governance, Nomination and Paul C.K.F. Ah Leung Remuneration Committee Meha Desai Yoosuf Kureeman Sidharth Sharma (Dr)

44 RHT HOLDING LTD I 65 years I Leadership through Innovation ANNUAL REPORT 2019 45 External Audit • CORPORATE GOVERNANCE REPORT (Cont’d) Assess the effectiveness and performance of external auditors and their continuing independence with regard to audit and non-audit services. • Take note of updated accounting policies following recent changes in IFRS requirements and impact on the financial statements of RHT Holding Ltd. • Take note of interim financial reports issued.

Audit and Risk Committee Health & Safety • Ensure that the health, safety and environmental risk identification processes lead to sound management strategies within the various activities of RHT Holding Ltd. Dear Shareholder and Valued Partner, • Take note of the consolidated health & safety report (OSH cover and major issues in RHT Holding Ltd and subsidiaries). • As Chairperson of the Audit and Risk Committee, I am pleased to present this report for the financial year Take note of legal proceedings. ended 30 June 2019, which details the roles and responsibilities of the Committee and the work carried out during the year. I trust that it will be valuable to shareholders and stakeholders in appreciating the Risk Governance & Internal Controls fulfillment of the Committee’s objectives. • Ensure roles and functions of external and internal audits are clarified, coordinated and effectively The Committee has continued to play a key oversight role for the Board by placing significant emphasis carried out. on sustaining the standard of the financial reporting process, as well as assessing Management’s • Ensure the highest standards of behaviour within the Company and its subsidiaries. judgement on major accounting treatments and the work carried out by third parties. We have placed a • Evaluate the effectiveness of internal control and risk management system. significant focus on safeguarding the effectiveness and independence of the internal and external audit Based on the activities carried out, the Audit and Risk Committee believes that there were no material processes in considering a number of business challenges from the Company’s perspective. shortcomings in the design and effectiveness of internal controls, governance and risk management Going forward, each subsidiary will have to submit a risk report to the Committee on a quarterly basis. during the year. The Committee discharged its responsibilities according to its mandate. Looking ahead, we will remain focused on the audit, assurance and risk processes across the Group and its subsidiaries The Audit and Risk Committee continues to review closely any control failures identified in internal audit and maintain oversight of financial, environmental and other regulatory requirements. reports or otherwise and monitors the progress on Management’s and any subsidiary’s implementation of recommendations and action plans. Where required, the Senior Management Team is welcome to give an insight into challenges faced and the strategies used to manage those risks. On behalf of the Audit and Risk Committee and in my personal name, I wish to thank the GCEO and This year the Board with the support of the Audit and Risk Committee has focused on improving its internal Management Team, our external auditors, the internal audit team and Committee members for their and external controls. As our internal auditor, PWC has been giving quarterly feedback to the Committee. contributions to the discharge of our duties and responsibilities. The implementation of Management’s recommendations is followed closely by the Audit and Risk Committee.

The external auditors were rotated and BDO & Co. took over from Ernst & Young. BDO & Co. has been On behalf of the Committee, updating us constantly on their work as an external auditor. The Committee met six times during the year under review. The minutes of proceedings are available to the Board to keep Directors fully appraised of the activities of the Committee. The highlights for the financial year ended 30 June 2019 were as follows: Financial Reporting • Review quarterly reporting. Mr. Kamil Patel • Review the Annual Report 2018. • Take note and analyse the Group’s performance and position. Chairperson • Take note of the abridged audited financial statements. Audit and Risk Committee • Recommend the adoption of such statements to the Board of Directors prior to publication and filing. • Review significant matters and judgements including the valuation of investment properties. • Take note of the litigation registers for the Group and possible financial impact. • Identify, interview and recommend the appointment of new external auditors.

46 RHT HOLDING LTD I 65 years I Leadership through Innovation ANNUAL REPORT 2019 47 Succession Planning CORPORATE GOVERNANCE REPORT (Cont’d) The Board considers its succession very carefully in its annual strategy session. The Board has a defined succession planning policy which is applicable for the following personnel: 1. GCEO; 2. Independent and other Non-Executive Directors on the Board; 3. Senior Management Team; and 4. any other positions within the organisation at the discretion of the Chairperson and GCEO in PRINCIPLE THREE consultation with the Board. The Corporate Governance, Nomination and Remuneration Committee shall oversee and review succession plans from time to time and recommend the same to the Board. The Committee shall Directors’ Appointment Procedures proactively review the succession requirements for the Board and carry out due diligence to determine There should be a formal, rigorous and transparent process for the appointment, election, induction, and the suitability of every person who is being considered for being appointed or reappointed as a Director of re-election of Directors. The search for Board candidates should be conducted, and appointments made, the Board based on his educational qualifications, experience, and track record. The proposed candidate on merit, against objective criteria (to include skills, knowledge, experience, and independence and with shall be evaluated by the Corporate Governance, Nomination and Remuneration Committee to determine due regard for the benefits of diversity on the Board, including gender). The Board should ensure that a the eligibility and fit and proper criteria as per the Companies Act 2001 and thereafter such candidature formal, rigorous and transparent procedure be in place for planning the succession of all key officeholders. shall be recommended to the Board for its consideration and approval. The succession plan for the Senior Management Team is based on the inputs received from the Human Appointment Resources Manager and the GCEO. The Committee shall periodically review any vacancy or probable As part of its mandate, the Board carefully considers the needs of the organisation in appointing Directors. vacancy in the position of Senior Management Team which may arise on account of retirement, resignation, The following factors are carefully considered: death, removal or incapacity whether temporary or permanent or otherwise. The Board shall strive to fill • skills, knowledge, and expertise required on the Board; such vacancy from within internal modes through elevation or otherwise subject to availability and in • skills, knowledge, and expertise of the aspiring Board member; case no suitable candidate is available to fill the position, external candidates shall be considered. The • previous experience as a Director; Board shall in consultation with the GCEO and the Chairperson of Corporate Governance, Nomination • specific roles required on the Board such as Committee Chairperson; and Remuneration Committee evaluate the suitability of any such person based on factors such as • balance required on the Board such as gender and age; experience, age, health, and leadership intelligence and recommend his or her candidature to the Board • independence where required; well before such vacancy arises to facilitate a smooth transition. • the reputation of the aspiring Board member in the country; The Committee may also resolve to engage the services of such a retired executive on a contractual • amount of time the aspiring Board member is able to devote to the business of the Board; or consultant basis or otherwise subject to his or her proven track record and his willingness to serve • the fees requested from each aspiring Board member; and the organisation in such capacity. The prevailing HR standards for promotions and/or transfers shall • conflicts of interest. be designed in such a way that the existing or proposed senior managerial personnel shall get all- To this end, a transparent procedure is in place to vet the aspiring Board member according to the above. round exposure in various domains to facilitate career progression, prepare them for administrative responsibilities for discharging their functions effectively. Thereafter the members of the Corporate Governance, Nomination and Remuneration Committee will interview each postulant and make recommendations to the Board. The Board will agree on each Members of the Senior Management Team shall always endeavour to add capability in-house and appointment. Once aspiring Board members have been selected, they will be put forward to shareholder mentor subordinates with potential working under them to handle their responsibility in their absence by approval at the Annual General Meeting by way of ordinary resolution. exposing these persons to all aspects of work being handled by them. In the event of any unexpected occurrence in respect of any member in the core management team, the next person as per the Once postulants have accepted a seat on the Board, they are asked to sign a service contract which organisation chart shall take interim charge of the position, pending a regular appointment in line with carefully outlines the following: the succession plan. • term of office; • the time commitment expected from each Director; • confidentiality; • conflicts of interest; • directors’ liability insurance; • right to independent advice; • mandatory induction programme; • training and development programme; and • Board policies and procedures. Directors are re-elected each year at the Annual General Meeting of shareholders.

48 RHT HOLDING LTD I 65 years I Leadership through Innovation ANNUAL REPORT 2019 49 • CSR & corporate governance links; • the effective Board: proven case studies; CORPORATE GOVERNANCE REPORT (Cont’d) • Board approaches to strategic risk management; • holding Board committees to account; • fraud, whistle-blowing, anti-bribery and anti-corruption; • family-owned and/or controlled corporations and related topics; • the Dragonfly perspective: better decision-making by Boards; • corporate governance trends in Africa; • building your company’s ESG Capital: an investment success; PRINCIPLE FOUR • tensions in value creation: which goals, how and for whom? • 360-degree evaluation for Director strengths and development opportunities; and Directors’ Appointment Procedures • IT Security Governance: what every Board should know. Directors should be aware of their legal duties. Directors should observe and foster high ethical Independent Board Evaluation standards and a strong ethical culture in their organisation. Each Director must be able to allocate Each year, the Board appoints an independent evaluator to assess the performance of the Board, its sufficient time to discharge his or her duties effectively. Conflicts of interest should be disclosed and Committees, individual Directors and policies, and procedures. managed. The Board is responsible for the governance of the organisation’s information, information technology, and information security. The Board, committees and individual Directors should be The evaluation process comprises: supplied with information in a timely manner and in an appropriate form and quality in order to 1. the Consultant reviewing all relevant Board documentation; perform to required standards. The Board, committees and individual Directors should have their 2. each Director completing a comprehensive questionnaire; performance evaluated and be held accountable to appropriate stakeholders. The Board should 3. a one-on-one interview between each Board member and the evaluator; and be transparent, fair and consistent in determining the remuneration policy for Directors and senior 4. a final report of findings plus recommendations. executives. No Board evaluation was conducted but the next one is scheduled for November 2019. Legal Duties All of the Directors on the Board including any Alternate Directors are fully appraised of their fiduciary Succession Planning & Executive Development duties as laid out in the Companies Act 2001. The development of executives is a core responsibility of the general management teams of the respective companies. By taking this approach, we ensure that the skills and abilities of our executives are consistently aligned with the requirements and strategic objectives of our Group. At the same time, Code of Ethics we are establishing specific career paths for our executives. Our career-planning processes allow us to The Code of Ethics was drafted by the Board in consultation with the staff and management of the various identify and support internal candidates for key positions within the Company. entities and is available on the Company’s website. Both Directors and staff are made aware of this Code and the consequences of not complying with it. The Code of Ethics is reviewed each year by the Corporate Governance, Nomination, and Remuneration Committee. Crisis Management The crisis management team consisting of HODs was set up to prevent or lessen the damage a crisis Training sessions are held periodically throughout the organisation and its subsidiaries to ensure full can inflict on our Company and all stakeholders. There are pre-crisis and post-crisis committees where compliance with this Code. preventions and preparations related to the particular crisis are envisaged. The post-crisis phase looks for ways to better prepare for the next crisis and fulfils commitments made during the crisis, Induction including follow-up for corrective actions. The assessments shall take into consideration the severity An induction session is organised to introduce newly appointed Directors to the Group’s business and of the threat to the Company from various perspectives such as financial, company image safety and senior executives. The induction session meets the specific needs of both parties and enables any new ability to handle the situation. The action plan is then formalised to manage and respond to the initial Director to make the maximum contribution as quickly as possible. emergency response. Emergency cells have been established through a WhatsApp group to cater for any unforeseen matters during and after office hours, backed by our public relations consultant for all external communication. Continuous Development Programme The Director Development Programme was designed specifically for this Board last year. Conflicts of Interest The following topics are being covered over a two-year period: As a Public Interest Entity, RHT Holding Ltd makes every effort to ensure that Directors declare any • principal functions and responsibilities of the Board; interest and report to the Chairperson and the Company Secretary any related party transactions. A full • setting a strategic direction for the Company; register of conflicts of interest is kept by the Company Secretary and updated on a regular basis; it is • making a difference as a Director; available to shareholders upon request. • how to avoid capture: a guide to conflicts of interest; • shareholder relationship management;

50 RHT HOLDING LTD I 65 years I Leadership through Innovation ANNUAL REPORT 2019 51 CONFLICTS OF INTEREST ACKNOWLEDGMENT AND CORPORATE GOVERNANCE REPORT (Cont’d) DISCLOSURE FORM

I have read the conflicts of interest policy set forth above and agree to comply fully with its terms and conditions at all times during my service as a Board member on the Board of RHT Holding Ltd or its subsidiaries. If at any time following the submission of this form, I become aware of any actual or potential Each Director is requested to complete the following declaration: conflicts of interest, or if the information provided below becomes inaccurate or incomplete, I will promptly notify the Board of Directors in writing. Conflicts of Interest Disclosure As a member of the Board, I recognise that I owe a fiduciary duty of loyalty to RHT Holding Ltd and Disclosure of Actual or Potential Conflicts of Interest: its subsidiaries. This duty requires me to avoid conflicts of interest and to act at all times in the best interests of RHT Holding Ltd and its subsidiaries. The purpose of the conflicts of interest policy (set ……………………………………………………………………………………………………………………………… forth below) is to help inform the Board about what constitutes a conflict of interest, assist the Board in ……………………………………………………………………………………………………………………………… identifying and disclosing actual and potential conflicts, and help ensure the avoidance of conflicts of interest where necessary. This policy may be enforced against individual Board members as described ……………………………………………………………………………………………………………………………… below: ……………………………………………………………………………………………………………………………… As a member of the Board, I recognise that I owe a fiduciary duty of loyalty to RHT Holding Ltd and ……………………………………………………………………………………………………………………………… its subsidiaries. This duty requires me to avoid conflicts of interest and to act at all times in the best ……………………………………………………………………………………………………………………………… interests of RHT Holding Ltd and its subsidiaries. The purpose of the conflicts of interest policy (set forth below) is to help inform the Board about what constitutes a conflict of interest, assist the Board in ……………………………………………………………………………………………………………………………… identifying and disclosing actual and potential conflicts, and help ensure the avoidance of conflicts of ……………………………………………………………………………………………………………………………… interest where necessary. This policy may be enforced against individual Board members as described below: • Board members have a fiduciary duty to conduct themselves without conflict with the interests of I acknowledge and agree that my selection for service on the Board and the opportunities made available RHT Holding Ltd and its subsidiaries. In their capacity as Board members, they must subordinate to me by serving on the Board constitute good and valuable consideration for entering into this agreement, personal, individual business, third-party, and other interests to the welfare and best interests of RHT the receipt and sufficiency of which I hereby acknowledge. Holding Ltd and its subsidiaries. • A conflict of interest is conduct, a transaction or relationship that presents or might conflict with a In my individual capacity: Board member’s obligations owed to RHT Holding Ltd and its subsidiaries and the Board member’s personal, business or other interests. • All conflicts of interest are not necessarily prohibited or harmful. However, full disclosure of all actual and potential conflicts, and a determination by the disinterested Board members – with the interested Signature: ………………………………………………………… Board member(s) recused from participating in debates and voting on the matter – are required. • All actual and potential conflicts of interests shall be disclosed by Board members to the Corporate Governance, Nomination and Remuneration Committee through the annual disclosure form and/or to the Board whenever a conflict arises. Members of the Board who are not affected shall make a Name: ……………………………………………………………… determination as to whether a prohibited conflict exists and what subsequent action is appropriate (if any). The Chairperson of the Corporate Governance, Nomination and Remuneration Committee shall inform the Board of such determination and action. The Board shall retain the right to modify or reverse such determination and action, and shall retain the ultimate enforcement authority with respect to the interpretation and application of this policy. On an annual basis, all Board members shall be provided with a copy of this policy and required to complete and sign the acknowledgment and disclosure form below. All completed forms shall be provided to and reviewed by the Company Secretary together with the Chairperson of the Corporate Governance, Nomination and Remuneration Committee, as well as all other conflict information, if any, provided by Board members.

52 RHT HOLDING LTD I 65 years I Leadership through Innovation ANNUAL REPORT 2019 53 The Board of Directors and Executive Management evaluate the fixed salary annually based on the results from the previous period and with due consideration to the trend in market standards. (Cont’d) CORPORATE GOVERNANCE REPORT Incentive Pay To create alignment of interests between the Executive Management and the Company’s shareholders and to consider both short- and long-term targets, RHT Holding Ltd considers it expedient to set up incentive plans for the members of its Executive Management. Such incentive plans may consist of warrants and non-share-based bonus agreements, which may be continuous, one-off and event- Remuneration based. Each year, the remuneration of the Board is reviewed by the Corporate Governance, Nomination and The Board of Directors may enter into agreements with the Executive Management about cash bonus Remuneration Committee before making recommendations to the Board. Remuneration of both Directors plans. Cash bonus plans consist of a maximum bonus fixed annually which the Executive Management and the Senior Management Team is based on performance and effort. No Directors of RHT Holding Ltd will receive if all targets for the relevant year are met. The maximum cash bonus shall be equivalent to up or its subsidiaries have received shares in lieu of remuneration. to 100% of the fixed salary of each member of the Executive Management. The following policy on remuneration has been adopted by the Board: The payment of a bonus depends on whether the conditions and targets defined in the agreement have been fully or partly met. These may be personal targets related to the performance of the individual RHT Holding Ltd Remuneration Policy member of the Executive Management or the performance of RHT Holding Ltd or its subsidiaries. In exceptional cases, other agreements that may lead to the payment of a bonus of up to one year’s fixed Introduction salary may be made. Such agreements are typically expected to be made so as to take effect upon the Pursuant to the requirements of the Code of Corporate Governance for Mauritius, the Board of Directors of occurrence of a specific event, for instance the acquisition of a controlling interest in the company, the a listed company is required to define general guidelines for the company’s remuneration to the Board of completion of a project, the continuing employment of the Executive Management until a specific point in Directors and Executive Management, which must be approved by the Board before a specific agreement time, defined either as a date or a period after the occurrence of a specific event. on incentive pay with any member of the company’s Board of Directors or Executive Management is entered into. Change and Phase-Out of Incentive Plan The Board of Directors may change or phase out one or more incentive plans introduced pursuant to According to Recommendations on Corporate Governance, the Board of Directors is also recommended this policy. In the evaluation of whether this should be done, the criteria that formed the basis of the to adopt a Remuneration Policy applicable to the Board of Directors and the Executive Management establishment of the plan will be taken into account. However, such changes can only be made within the and that the Policy is tabled for Board approval on an annual basis. The recommendations are based on framework of this policy. More extensive changes must be approved by the shareholders. corporate governance best practices and apply to the members of the Board of Directors and Executive Management of RHT Holding Ltd and its subsidiaries. Any agreements between RHT Holding Ltd or its The total fees earned in the review year by Directors in their capacity as Board members are listed below: subsidiaries and the Board of Directors or the Executive Management concerning fixed remuneration or incentive pay must be subject to this policy. Independent and Executive Non-Executive Total Directors Board of Directors Directors Name The ordinary members of the Board of Directors receive a fixed base fee as consideration for their Board Rs Rs Rs duties. The Chairperson of the Board of Directors receives a fixed fee equalling two times the base fee Mr J. Patrick Stéphane Leal 470,000 - 470,000 received by the ordinary Board members. In addition, the Board members may receive a fixed fee for their Mr Mohammad Yoosuf Kureeman 502,140 - 502,140 work on committees established by the Board of Directors and the Board members may receive separate fees for completion of specific projects, e.g. a sale of the company or material assets. The remuneration Mr Paul C.K.F. Ah Leung 480,000 - 480,000 of the Board of Directors is determined on the basis of standards in the market and reflects demands to Mr Uday Kumar Gujadhur 342,000 - 342,000 competencies and efforts in light of the scope of their work and the number of Board meetings. Each year Ms Meha Desai 238,000 - 238,000 the general meeting approves the fees to the Board of Directors. Mr Kamil Tayub Patel 396,000 - 396,000 Executive Management Mr Van Man Sin Kwok Wong 205,500 748,650 954,150 Mr Ravindra Goburdhun - 785,395 785,395 Fixed Salary Dr Sidharth Sharma - 4,368,880 4,368,880 The aim of paying a fixed salary is to attract and retain the best-qualified members of Executive Management. The elements of the fixed remuneration are determined based on market standards and 2,633,640 5,902,925 8,536,565 the Company’s specific needs from time to time. As a part of the fixed salary, the Company may offer other standard benefits, such as a company car scheme and free telephone.

54 RHT HOLDING LTD I 65 years I Leadership through Innovation ANNUAL REPORT 2019 55 PRINCIPLE FIVE CORPORATE GOVERNANCE REPORT (Cont’d) Risk Governance and Internal Control The Board should be responsible for risk governance and should ensure that the organisation develops and executes a comprehensive and robust system of risk management. The Board should ensure the maintenance of a sound internal control system. Information Technology and Information Security The risk governance of the organisation is the responsibility of the Board with very close monitoring with the assistance of the Risk and Audit Committee. The Board ensures a successful process of internal IT Policy and Related Expenditures controls and the key risks are listed below: The Board of Directors realises that in today’s technological era, it is important to have a strategic alignment of information security with business strategy in order to achieve organisational goals. As such, the Board ensures that appropriate resources are allocated for the implementation of information and IT Risk Category Risk Actions are taken security framework within the organisation. 1. Moreover, all companies within the Group have established a Risk Management Register to ascertain Political Changes in legislation affecting the transport Ensure open lines of communication and industry transparent dialogue that risks are systematically identified and mitigated so as to minimise the potential impact on information 2. Change in government resources. Social Changes in consumer habits Ongoing measures such as free Wi-Fi The Company is also embracing technological change and cloud hosting is used to store most of its and more efficient service to capture digital information. This is part of the strategy to cater for the growth of the organisation across multiple market physical locations and to ensure business continuity. Furthermore, the Company has implemented Strategic 1. Restructuring of the transport system Consultants hired to prepare a roadmap multiple security policies to ensure that data is safeguarded both within its premises as well as those 2. Lack of diversification on income streams for future scenarios hosted in the cloud including access rights granted only to authorised personnel, password expiry and 3. Poor response to customer care could result in The focus of the board on diversified complexity policy as well as a backup process for digital information. alienation or loss of clients strategy As part of the planning and budgeting exercise, all IT expenditures are identified. For all purchases of Proper follow up on CRM to ensure that over Rs 500,000, the Company has set up a Tender Committee for the evaluation and selection of the clients are serviced timeously most appropriate supplier for the requested services and purchases. Financial 1. Losses on investments due to incorrect Ensure investment managers give investment decisions multiple options with scenarios During the past financial year, in line with our strategic objectives, the Company has embarked on several 2. Loss of income due to restriction of routes and Proper gearing in place with the key IT projects. the metro diversification of income streams First of all, with our growing business activities, the Company now has multiple offices and all of them are 3. Lack of liquidity of investments for short term Established processes in place for interconnected through a secured VPN. This serves as a backbone for inter-company connectivity and or medium-term projects ongoing assessment of current and future has enabled the deployment of a centralised access control system. investments 1. Moreover, we have migrated our ERP software to the cloud to ensure better accessibility and uptime of Operational Route planning Ensure proper planning around routes the service. We have also recently started the implementation of a new HR software in the cloud. This especially at peak times 2. Cash collection/shrinkage from staff Proper procedures in place with daily will streamline the process of gathering employee attendance information and will greatly improve the waybill reconciliation payroll processing time. Human 1. Lack of succession planning resulting in a Ensuring the right people in the right Resources skills gap place 2. Lack of capacity growth resulting in an Leadership development immature workforce

Health & Safety 1. Road and traffic accidents resulting in injury Advanced training for drivers and first aid and or death training given to all crew 2. Pest control on buses Ensure that regular pest treatment is carried out

Physical 1. Lack of a proper health and safety system A high concentration of training for drivers resulting in injury or death

56 RHT HOLDING LTD I 65 years I Leadership through Innovation ANNUAL REPORT 2019 57 2.1.5 review and monitor the development and adoption of, and compliance with, the Company’s ethical due diligence policies and procedures covering: CORPORATE GOVERNANCE REPORT (Cont’d) a) business relationships and activities, including the Company’s agents and intermediaries; and b) mergers, acquisitions or major new projects; 2.1.6 make recommendations to the Board on the establishment, review, and monitoring of compliance with the Company’s ethical policies and procedures, and in particular: a) responsibility for implementation of such policies and procedures; b) communication, both internally and externally of such policies and procedures; Management of Internal Risks c) provision of training in relation to such policies and procedures; The purpose of the Internal Audit is to provide independent, objective assurance services designed to d) reporting of progress to the Board in respect of the implementation and compliance add value and improve the Company’s operations. with such policy and procedures; and Once the audit had been carried out, the Internal Auditors prepare a risk-based audit plan to review e) as required, engage external auditors and obtain external reports; the adequacy and effectiveness of the Group’s system of internal controls. In conducting reviews, the 2.1.7 liaise if necessary with the Audit and Risk Committee on the mechanisms for employees Internal Auditors are alert to indicators of fraud and opportunities that could allow fraud, such as control to raise ethical concerns in confidence; weaknesses. In doing so, the Internal Auditors obtain reasonable assurance that business objectives 2.1.8 engage with regulatory bodies, industry groups, advisers and other stakeholders over for the process under review are being achieved and material control deficiencies are detected. ethical issues; Upon completion of each review, a formal report detailing the audit findings and the appropriate 2.1.9 review regular reports from the Company’s compliance officer and keep under review the recommendations will be issued to the Chairpersons of the Board and Audit Committee and the Group adequacy and effectiveness of the Company’s compliance function with regard to ethical CEO. The timely and proper implementation of all required corrective, preventive or improvement matters; and measures is closely monitored. 2.1.10 at least once a year, review its own performance, constitution and terms of reference to ensure it is operating at maximum effectiveness and recommend any changes it considers The Internal Auditors report directly to the Audit and Risk Committee. PwC is the current Internal Auditor. necessary to the Board for approval. A risk register is maintained for each company and is reviewed by the Audit and Risk Committee. 2.2 The Ethics Committee is a subcommittee of the Corporate Governance, Nomination and Remuneration Committee of the Board of Directors. Accordingly, the Ethics Committee exercises Whistle-Blowing Policy such powers of the Board as having been delegated to it, is answerable to the Corporate Governance In order to ensure that RHT Holding Ltd is fully protected against bribery and or corruption, the Board has Committee and will report to it on a regular basis. It is authorised to investigate any activity within constituted an Ethics Committee whose terms of reference are listed below: its terms of reference and to seek any information which it requires from the Company. ETHICS COMMITTEE – TERMS OF REFERENCE 3. PROCEDURE 3.1 All members of the Board shall have the right to attend meetings of the Ethics Committee. Other 1. MEMBERSHIP individuals such as the Group Chief Executive Officer, General Managers & EthicsOfficer and 1.1 The members of the Ethics Committee shall be appointed by the Group Chief Executive external advisers may be invited to attend all or part of any meeting as and when appropriate. Officer. 3.2 In the absence of the Chairperson of the Ethics Committee and/or an appointed deputy, the 1.2 The members of the Ethics Committee will be drawn from the subsidiary companies of the Group. remaining members present (provided they are not less than two in number) shall elect one of The Ethics Committee will consist of not less than three members. themselves to chair the meeting. The Chairperson of the Company may not chair the Ethics 1.3 The Chairperson of the Ethics Committee will be appointed by the Board and shall be a Non- Committee when it is dealing with his or her succession. Executive Director of the Company. 3.3 The quorum necessary for the transaction of business shall be two. 1.4 The Confidential Secretary shall act as the secretary of the Ethics Committee. 3.4 A duly convened meeting of the Ethics Committee at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions vested in or exercisable by the 2 DUTIES AND AUTHORITY Ethics Committee. 3.5 The Ethics Committee shall meet at least quarterly and at such other times as the Chair of the 2.1 The Ethics Committee shall: Ethics Committee shall require only if there is the business to conduct. 2.1.1 make recommendations to the Board through the Corporate Governance Committee on 3.6 Meetings of the Ethics Committee shall be summoned by the secretary at the request of any of its members. the development of strategy, policy, procedures, and processes on ethical matters; 3.7 Unless otherwise agreed, a notice of each meeting confirming the venue, time and date, together 2.1.2 make recommendations to the Board through the Corporate Governance Committee on with an agenda of items to be discussed, shall be forwarded to each member of the Ethics steps to be taken to establish a culture of integrity and honesty in all of the Company’s Committee, any other person required to attend and all other Non-Executive Directors, in a timely business dealings; fashion. Supporting papers shall be sent to Committee members, and to other attendees as 2.1.3 review and monitor the Company’s policies and procedures for the identification, appropriate, at the same time. assessment, management, and reporting of ethical risk; 3.8 The secretary shall minute the proceedings and resolutions of all meetings of the Ethics Committee, 2.1.4 review and monitor the Company’s policies and procedures to prevent persons associated including details of those present or in attendance and details of any conflicts of interest notified to with the Company from engaging in bribery; the Ethics Committee.

58 RHT HOLDING LTD I 65 years I Leadership through Innovation ANNUAL REPORT 2019 59 revenue collection. Remedial actions will be taken in the form of new initiatives that are expected to address the situation. CORPORATE GOVERNANCE REPORT (Cont’d) While RHTI was once again the main profit driver for the Group, the subsidiary’s performance was impacted by compliance with the requirements of IFRS 9. Gains made on investment disposals are no longer reported under Income but in Other Comprehensive Income. All cumulative gains in fair value of investments are now recognised in Other Comprehensive Income upon derecognition. On a separate note, FleetPro Services Ltd (“FPSL”) and Island Communication Ltd (“ICL”) made 4. REPORTING significant contributions to the top-line figure. Both companies contributed well in excess of Rs 20m with 4.1 Minutes of Ethics Committee meetings shall be circulated promptly to all its members and, once ICL repeating last year’s performance while FPSL exceeded expectations. agreed, to all members of the Corporate Governance, Nomination and Remuneration Committee Advance Institute of Motoring Ltd, mychauffeur Ltd and Transport and Micropayment System Ltd faced a (unless a conflict of interest exists). few challenges in their respective business segments with improvements noted on the revenue generation 4.2 The Chairperson of the Ethics Committee will report formally to the Corporate Governance, side. Profit-making is on the agenda for the coming year. Nomination and Remuneration Committee on its proceedings after each meeting on all matters within the scope of its duties and responsibilities. RHT Holding Ltd’s key performance indicators are shown below. 4.3 The Ethics Committee shall make whatever recommendations to the Corporate Governance, Nomination and Remuneration Committee it deems appropriate in any area within its remit where action or improvement is needed. 4.4 The Ethics Committee shall have access to sufficient resources in order to carry out its duties. 4.5 The Ethics Committee is authorised by the Board to obtain outside legal or other independent professional advice. 4.6 The Ethics Committee’s duties, responsibilities, and activities during the year will be disclosed appropriately in the Annual Report and Accounts. No matter was reported to the Corporate s REVENE Governance, Nomination and Remuneration Committee in the year under review.

5

PRINCIPLE SIX Reporting with Integrity 55 The Board should present a fair, balanced and understandable assessment of the organisation’s financial, environmental, social and governance position, performance and outlook in its Annual Report and on its website. Financial Report The accounts of the Company have been prepared in accordance with Financial Reporting Standards and comply with the requirements of the Mauritius Companies Act 2001 and the Financial Reporting Act 2004. Group Financial Highlights 6 The financial results of RHT Holding Ltd for the financial year ended 30 June 2019 show an 8% increase in revenue to Rs 275m. However, after showing a profit position for five years, the Group reported the loss before tax of Rs 7.9m – against profit before tax of Rs 24m in 2018. Profitability was mainly impacted by the effects of factors outside our control on RHT Bus Services Ltd (“RHTB”) operations and of applicable accounting standards on results returned by RHT Investments Ltd (“RHTI”). RHTB’s revenue dropped due to a reduction in the number of trips and fare-paying passengers. The s PROT EORE TA impact of infrastructure work relating to the Metro project on the main route used by the Company’s buses resulted in increased trip times with a number of passengers shifting away from the services provided. The services offered by competitors to a reduced number of passengers also affected 56 RHT HOLDING LTD I 65 years I Leadership through Innovation 60 ANNUAL REPORT 2019 61

5

5

5 s REVENE

5

s VEN PER ARE

5 55 5

5

6

CORPORATE GOVERNANCE REPORT (Cont’d) s NET AET VAE PER ARE

s PROT EORE TA 55 5

56 55 5

5

5

5 s ARE PRCE AT NE

65

s VEN PER ARE 5 65 5 5 5

s NET AET VAE PER ARE s EE NE OVEENT 62 RHT HOLDING LTD I 65 years I Leadership through Innovation ANNUAL REPORT 2019 63

55 65 5 55 6 5

s ARE PRCE AT NE

65

65

5

RHT Bus Services Ltd Advance Institute of CORPORATE GOVERNANCE REPORT (Cont’d) RHT Bus Services Ltd reported Rs 189.5m revenue Motoring Ltd in the reporting year against Rs 199.0m in 2018. The Advance Institute of Motoring Ltd posted Rs 1.7m loss for the year amounted to Rs 17.0m compared revenue against Rs 0.2m in 2018. Profit moved up to Rs 13.9m in 2018. Shrinking passenger numbers to Rs 0.2m compared to a loss of Rs 1.1m in 2018. coupled with the impact of infrastructure work on bus The upswing occurred in the wake of an increase schedules accentuated the loss position witnessed s in the number of learners who enrolled in courses EE NE OVEENT since last year. The coming into operation of the Metro during the year. Better performance is expected in services is expected to negatively impact revenue in the coming year with new requests from corporate the coming year. clients.

65 RHT Investments Ltd RHT Investments Ltd reported Rs 27.4m in revenue Island Communications Ltd Island Communications Ltd returned Rs 29.2m compared to Rs 68.8m in 2018. Profit declined to revenue in 2019 (2018: Rs 30m). Profit for the year 6 Rs 23.6m against Rs 63.8m the previous year. amounted to Rs 2.2m against Rs 2.8m in the previous The drop resulted from the need to recognise comparable period. While both revenue and profit gains on disposal of investments through Other declined in the reporting period, the company has Comprehensive Income in 2019 as per the maintained a constant trend in performance over the applicable accounting standard. years. RHT Properties Ltd The investment properties in RHT Properties Ltd mychauffeur Ltd mychauffeur Ltd achieved Rs 12.1m revenue s ARE PRCE EVOTON OVER TE EAR (“RHT PL”) yielded a rental income of Rs3.5M, an during the year under review compared to Rs 65 increase of 21%. However, due to the increased 13.5m in 2018. The loss for the year amounted to 6 cost of financing, losses also grew to Rs9.1M. Rs 2.0m against Rs 3.5m in 2018. Despite a dip During the year, the Ministry of Public Infrastructure in revenue, a better review of the client base and and Land Transport indicated that the railway track 5 management of expenses resulted in a reduction 5 5 for the Metro Express will pass on our land at 5 in loss. Improved performance is expected in the Richelieu. A claim of Rs5.3M has been finalized in coming year. August 2018 for the 1,366 m2 of land to be acquired by the Government. Transport and RHT Ventures Ltd Micropayment System Ltd RHT Ventures Ltd recorded a loss of Rs 1.7m in Transport and Micropayment System Ltd reported the report period. It will take more time for some of Rs 8.0m revenue in 2019 against Rs 1.6m in the start-ups to reap rewards. Despite improved 2018. Profit for the year amounted to Rs 2.0m, performance during the year under review, they are representing an improvement compared with a not in a position yet to pay dividends. loss of Rs 2.0m in 2018. An improvement was EE NE OVEENT OVER TE PAT NANCA EAR noted during the year due to an increase in rental FleetPro Services Ltd income from the previous period. FleetPro Services Ltd yielded Rs 26.5m revenue 5 in 2019 (2018: Rs 8.4m). Profit rose to Rs 3.1m 65 6 6 6 5 5 over the period compared to a loss of Rs 2m in 55 2018. This was due to the substantial expansion of the vehicle portfolio to address demand from blue-chip companies as well as established corporate clients.

64 RHT HOLDING LTD I 65 years I Leadership through Innovation ANNUAL REPORT 2019 65 CORPORATE GOVERNANCE REPORT (Cont’d)

Leavers Human Resources Report The month of December 2017 saw 13 employees The Board and Management acknowledge that our leaving the RHT Group. The total number of leavers people are critical to the success of our business. amounted to 70 including 41 for RHT Bus Services For the year under review our strategy with regard Ltd. 8 drivers for mychauffeur Ltd also left during to Human Capital was mainly focused on the the year. Island Communications Ltd and Fleet Pro following areas: Services Ltd each saw 6 employees leaving.

Right People, Right Place Age Group The organisation performed an analysis to The table below shows that employees are fairly determine if each role required in the organisation spread across different age groups. is being optimally occupied. Once this was completed some of the staff moved positions whilst Age Group % others were promoted and a further group was 18-29 13 given specialist and or technical training. 30-39 25 Capacity Growth 40-49 31.8 Our strategy is focussed around the sustained 50-59 23 success of this business for you our shareholders. 60-69 5 In order to achieve this, a drive to upskill the c-suite Above 70 0.3 of the company was taken. A focussed effort will be made around this for the next year. Years of Service Out of 349 employees, 100 have been in service for Training and Development less than 5 years. On the other hand, only 6 out of Training our people was a key focus for the year 200 have spent more than 40 years with the Group. under review as we focussed on technical training. Operational Statistics for the Year under Review Years of service % 0 to 5 years 29 Recruits 5.1 to 10 years 33 The number of recruits for the year ended 30 June 10.1 to 15 years 15 2018 stood at 97, with 58 for RHT Bus Services Ltd alone, mostly bus crews. RHT Holding Ltd 15.1 to 20 years 7 also had 12 recruits, most of them to replace 20.1 to 25 years 5.2 those who left. 25.1 to 30 years 5 With the expansion of its operations, Fleet Pro 30.1 to 35 years 3 Services Ltd also recruited 10 more mechanics 35.1 to 40 years 2 during the year. Island Communications Ltd and 40.1 to 45 years 2 Transport and Micropayment System Ltd also added 9 and 8 employees respectively to their Other Ratios payroll. The male to female ratio is 5.7: 1.

66 RHT HOLDING LTD I 65 years I Leadership through Innovation ANNUAL REPORT 2019 67 Corporate Social Sponsorship CORPORATE GOVERNANCE REPORT (Cont’d) Responsibility Report RHT offered bus services free of charge to old- aged pensioners for their outings. Charitable and Political Donations No such donations were made during the year.

Our objective is ZERO ACCIDENT Health & Safety Report To attain this, everyone within the Group must be Safety Policy Statement responsible for his/her safety and that of his/her PRINCIPLE SEVEN Evaluation of the Auditors Safety and health are fundamental values of the colleague/s and always adopt safe behaviour and The Audit and Risk Committee evaluates the per- Group and are fully integrated into our performance; it approach. Audit formance, professionalism, and independence of is not a priority but an undertaking of all stakeholders. Organisations should consider having an effective External Auditors and recommends reappointment In House Training to the Board of Directors. We are committed to ensuring the safety of all our and independent internal audit function that has In house, training is also carried out to inculcate the the respect, confidence, and cooperation of both employees, contractors as well as that of persons notion of safety in our operations. A list of training Assessment of Effectiveness of the who are not in our employment. the Board and the management. The Board should delivered during the last financial year is provided establish formal and transparent arrangements to External Audit Process In line with the above, we undertake to: in the table below. appoint and maintain an appropriate relationship The Audit and Risk Committee assesses the • effectiveness of the external audit process at the end integrate safety in our processes; Month Training with the or ganisation’s auditors. • of each audit and proposes their reappointment at the ensure compliance with all relevant Talking the Walk: Bridging the July 2018 Meeting of Shareholders. The main components that occupational safety and health legislation; Communication Gap • External Auditors are assessed are the expertise of the audit team itself, provide adequate information, training, and September 2018 ViperTex Payroll Software for User supervision on safety and health; Appointment Process along with the Engagement Partner, communication • encourage the participation of all stakeholders December 2018 Corporate Adventure Team Building Following a tender exercise, the Board of Directors with them, their knowledge of accounting rules and Monitoring of Operating Transport risk identification, amongst others. in all elements of the Company’s system; February 2019 of RHT Holding Ltd considered that it was in the System Through a Control Centre • ensure alcohol- and drug-free workplace; best interests of the Company to recommend to the Disciplinary Sanctions and Termination • 2019 2018 maintain a safe working environment and safe March 2019 of Employment in Mauritius: A Legal shareholders that BDO & Co. be appointed as the plant and systems; and Practical Perspective Auditors of the Company in replacement of Ernst & Rs’000 Rs’000 • design safe work practices through accident Finance for Non-Finance Young. As such, upon the recommendation of the EY - audit fees BDO EY RHT Holding Ltd 450 810 analysis and implementation of preventive actions; April 2019 Professionals/Labour Laws and their Directors, it was approved at a special shareholders’ Application Subsidiaries 1,289 2,380 • set up an emergency response plan; meeting held on 23 August 2019 that BDO & Co. ViperTex Payroll Software for User/Fire 1,739 3,190 • May 2019 consult stakeholders on a regular basis; and Warden be appointed as Auditors of the Company to hold • integrate safety and health considerations into Firefighting Awareness and Practical office until the next Annual Meeting of Shareholders June 2019 2019 2018 decision-making. Session/Training on EV Buses and to authorise the Board of Directors to fix their Rs’000 Rs’000 EY - non-audit fees BDO EY Everyone has the right to a safe working environment remuneration. RHT Holding Ltd 210 39 and has the duty to contribute to it through a safe Social Report BDO & Co. has thus audited the financial statements Subsidiaries 135 266 attitude by: of the Company for the year under review. 345 305 Employees • taking care of the safety and health of him/ We value the feedback and opinions of our employees. Meeting with the Audit and Risk herself and that of other persons who may be Townhall meetings were held on 23 August 2018, Committee affected by his/her acts or omissions at work; 12 November 2018 and 11 September 2019 to share • making use of his protective equipment or After their appointment, BDO & Co. met with the Internal Audit Function business strategies, encourage proximity with the clothing and reporting destruction or other Audit and Risk Committee to discuss: Role of Internal Auditor Management and address their queries, among defects thereof; and 1. the financial statements for the year under others. A blood donation and a health check were The role of the Internal Auditor is to provide • cooperating with the Management in the review; and also organised during the reporting period. independent and objective assurance to implementation of safety measures. 2. issues that they encountered during their audit. Management and to the Board of Directors through the Audit and Risk Committee. The Internal The Management is responsible for the safety and The Audit and Risk Committee took note of the Suppliers Auditor’s main objectives are to: the development of a safety culture and will ensure findings and recommendations of the External In addition, a supplier meeting was held on 08 March continuous improvement in safety standards and Auditors, which were reported to the Board for 1. understanding and analyse the business; 2019 in line with RHT’s commitment to providing the implementation of safe work practices. necessary action. 2. determine risk areas; stakeholders with quality services.

68 RHT HOLDING LTD I 65 years I Leadership through Innovation ANNUAL REPORT 2019 69 Security Holder’s No. of Mailing Address Country Holder ID % Holding Full Name Securities CORPORATE GOVERNANCE REPORT (Cont’d) Succ. Sanjiva No. 67 Plantation BCN: Goburdhun Marguery, Black River Mauritius G1511642915806 2,182,745 17.9470

13, Frédéric Bonnefin BCN: Mrs Nayan Sharma Street, Forest Side Mauritius 533OF1949 1,576,690 12.9639 3. analyse the process and assess controls; and Internal Auditors have access to all records and 4. communicate results and monitor follow-up actions. personnel to perform their audit tests. The audit Mauritours 5 Venkatesananda firm has no personal or professional involvement Superannuation Fund Street, BP 125, Rose Hill Mauritius BRN: No.31 883,680 7.2658 Appointment of Internal Auditor with RHT and maintains an unbiased and impartial The Board of Directors of RHT Holding Ltd decided mindset while auditing. to appoint an Internal Auditor. After a tendering The members of the Audit and Risk Committee are process in 2015, PWC was awarded the contract Suppliers Independent or Non-Executive Directors and have The last customer engagement initiative was held for a three-year period from January 2016. The Company performs a yearly supplier evaluation extensive knowledge of financial and non-financial and holds a meeting with its valued suppliers. on 05 May 2018 at RHT House. Audits Performed in 2018-19 matters. The outcome of the evaluation helps take a more The annual working plan of the Internal Auditor is PwC discussed their reports with the Audit forward approach to information security, quality Consultants of products and services towards our suppliers. A approved by the Risk and Audit Committee. Their and Risk Committee and Management. The RHT is perceived primarily as a bus transport meeting is scheduled for November 2019. Special audit plan for the year was as follows: Chairperson of the Audit and Risk Committee company. The RHT brand introduced to replace provided a summary of the findings and action plan emphasis is placed this year on green purchasing. 1. Follow-up review Rose Hill Transport did not have the expected to the Board of RHT Holding Ltd. The Board and As at September 2019, 185 suppliers had been impact with stakeholders. For the common investor 2. Operatives payroll review Management have taken note of both the findings evaluated. Out of these, 104 were approved, 80 were buying RHT stocks or potential partners, it is difficult 3. Fleet management review and recommendations and have pledged to resolve accepted under conditions and 1 was rejected. The to comprehend what the RHT brand stands for. 4. Drivers operation review all outstanding issues. criteria for evaluation included reliability, products/ 5. Store management review A rebranding exercise was deemed necessary in services, terms of payment, price, reputation and view of bringing better clarity and coherence to product life cycle/warranty. the Group’s activities. IMM, headed by Mr Shyam Seebun, was selected for the task. The consultant Customers met with all our stakeholders, including Board PRINCIPLE EIGHT Each shareholder receives a copy of the Annual As part of its marketing campaign, RHT takes part in members, the Management Team, clients and Report and is invited to participate in the Annual various key events. In 2018, FleetPro Services Ltd suppliers to measure the image gap but the project General Meeting. Copies of the previous Annual (“FPSL”) was present at the Salon de L’Automobile has been put on hold pending the rolling out of the Relations with Reports, as well as minutes of the last three Annual to showcase its unique product offering to the Metro project. Shareholders and Other General Meetings, can be found in the shareholder public. The initiative bore fruit with FPSL securing Key Stakeholders section of the Company’s website. several bookings and improved brand visibility. Authorities The Board should be responsible for ensuring A Notice of the Annual General Meeting is sent out Customer Proximity The Ministry of Public Infrastructure and Land fourteen days before the meeting takes place and Transport and the National Transport Authority are that an appropriate dialogue takes place among RHT Holding Ltd organises meetings with all the rules governing the Annual Report as per key stakeholders for the public transport industry. the organisation, its shareholders and other customers so as to provide them with better the Companies Act 2001 are strictly observed. Our Management Team regularly meets with them, key stakeholders. The Board should respect service. This is an opportunity for the Management particularly to discuss requests for new routes, report the interests of its shareholders and other key Every effort is made to address the concerns of RHT Bus Services Ltd to receive feedback and illegal operators, seek approval of new projects and stakeholders within the context of its fundamental raised by any shareholder in a proactive and suggestions that help us improve our services. A ask for additional support, among others. purpose. transparent manner. Below is a table of substantial customer proximity platform has been designed shareholders: to continuously improve the relationship with our In view of the Metro Express project, the Company Shareholders passengers and clients. The whole concept of met with the officers of Singapore Corporation Enterprise to discuss feeder route proposals and As RHT Holding Ltd is a publicly listed company the CPE is to be much closer to passengers such issues that RHT will face when the Metro comes the Board takes responsibility to ensure that we are in a better position to understand their into operation. comprehensive relationships are maintained with needs and problems they are facing. It is also an all shareholders no matter how small or large the opportunity for RHT to explain how its services and shareholding. innovative ideas provide solutions to their problems and take into consideration their suggestions.

70 RHT HOLDING LTD I 65 years I Leadership through Innovation ANNUAL REPORT 2019 71 CORPORATE GOVERNANCE REPORT (Cont’d) SECRETARY’S CERTIFICATE At 30 June 2019

ANNUAL GENERAL MEETING OF SHAREHOLDERS Summary of Last AGM including Agenda We, confirm that to the best of our knowledge and belief, the Company has filed with the Registrar of The last Annual General Meeting of Shareholders of RHT Holding Ltd was held on 19 December 2018. Companies, for the financial period ended 30 June 2019, all such returns as are required of the Company Pursuant to Article 20.4 of the Constitution, the Chairperson of the Board of Directors, Mr. Paul C.K.F. Ah, under the Companies Act 2001. Leung chaired the Annual Meeting of Shareholders. The main matters discussed and approved at the said meeting were as follows:

1. presentation by the Group CEO on the Group’s activities for the financial year ended 30 June 2018; 2. to consider and approve the minutes of proceedings of the last Annual Meeting of Shareholders held on 12 December 2017; 3. to consider the Annual Report of the Company for the year ended 30 June 2018; 4. to receive the report of the auditors of the Company; 5. to consider and adopt the audited financial statements of the Company for the year ended 30 June 2018; Navitas Corporate Services Ltd 6. to reappoint, by way of separate resolutions, as Directors of the Company to hold office until the next Company Secretary Annual Meeting, the following persons who offer themselves for re-election: Mr Paul C.K.F. Ah Leung Ms Meha Desai 27 September 2019 Mr Ravindra Goburdhun Mr Uday Gujadhur Mr Yoosuf Mohamed Kureeman Mr Gilbert Patrick Stéphane Leal Mr Kamil Patel Dr Sidharth Sharma Mr Van Man Sin Kwok Wong 7. to reappoint Ernst & Young as auditors of the Company to hold office until the next Annual Meeting of Shareholders and to authorise the Board of Directors to fix their remuneration.

Paul C.K.F Ah Leung Dr Sidharth Sharma Chairperson Group Chief Executive Officer

72 RHT HOLDING LTD I 65 years I Leadership through Innovation ANNUAL REPORT 2019 73 CORPORATE GOVERNANCE REPORT (Cont’d) FINANCIAL STATUTORY DISCLOSURES STATEMENTS At 30 June 2019

1. Directors The names of the Directors of the Company at 30 June 2019 are set out on page 42 of the Annual Report. The Directors of subsidiaries are also listed on page 43 of the Report. 2. Directors’ Remuneration The remuneration paid by the Company and subsidiaries to Directors during the year is listed on page 55 of the Annual Report. 3. Financial Statements The Company’s annual financial statements are presented on pages 75 to 149 of the Annual Report. 4. Auditors’ Report The external auditors are responsible for reporting on whether the financial statements are fairly presented. The report of Messrs BDO & Co. is attached to the Annual Report. The remuneration paid to the auditors for the year ended 30 June 2019 for audit of the Company’s financial statements was Rs 1,739m (2018: Rs 3,190m) and Rs 0.345m (2018: Rs 0.305m) for other non-audit services comprising tax services. 5. Corporate Social Responsibility CSR funding for the year amounted to Rs nil (2018: nil). 6. Donations During the year, the Company made charitable donations of Rs nil (2018: Rs 14,000). No political donations were made (2018: nil). 7. Dividends The Board declared a dividend of Rs 0.90 per share for the year ended 30 June 2019 compared to Rs 1.10 per share for the year ended 30 June 2018. 8. Directors’ Interests The interests of the Directors of the Company and their associates in the securities of the Company or any of its associated corporations at 30 June 2019 are disclosed in the table on page 45 of the Report. 9. Corporate Governance Report The Corporate Governance report forms part of the Annual Report

Paul C.K.F Ah Leung Dr Sidharth Sharma Chairperson Group Chief Executive Officer

74 RHT HOLDING LTD I 65 years I Leadership through Innovation ANNUAL REPORT 2019 75 statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other INDEPENDENT AUDITOR’S REPORT information, we are required to report that fact. We have nothing to report in this regard. Corporate Governance Report TO THE SHAREHOLDERS OF RHT HOLDING LTD Our responsibility under the Financial Reporting Act is to report on the compliance with the Code of Corporate Governance disclosed in the annual report and assess the explanations given for non- compliance with any requirement of the Code. From our assessment of the disclosures made on corporate Report on the audit of the Financial Statements governance in the annual report, the public interest entity has, pursuant to section 75 of the Financial Reporting Act, complied with the requirements of the Code. Opinion Responsibilities of Directors and Those Charged with Governance for We have audited the consolidated financial statements of RHT Holding Ltd (the Group), and the Company’s the Financial Statements separate financial statements on pages 4 to 64 which comprise the statements of financial position as at June 30, 2019, and the statements of profit or loss and other comprehensive income, statements The directors are responsible for the preparation and fair presentation of the financial statements in of changes in equity and statements of cash flows for the year then ended, and notes to the financial accordance with International Financial Reporting Standards and in compliance with the requirements of statements, including a summary of significant accounting policies. the Companies Act 2001, and for such internal control as the directors determine is necessary to enable the preparation of the financial statements that are free from material misstatement, whether due to fraud In our opinion, the financial statements on pages 4 to 64 give a true and fair view of the financial position or error. of the Group and of the Company as at June 30, 2019, and of their financial performance and their cash flows for the year then ended in accordance with International Financial Reporting Standards and comply In preparing the financial statements, the directors are responsible for assessing the Group and the with the Companies Act 2001. Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate Basis for Opinion the Group and the Company or to cease operations, or have no realistic alternative but to do so. Those charged with governance are responsible for overseeing the Group and the Company’s financial We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities reporting process. under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Group and of the Company in accordance with the International Ethics Standards Board for Accountants’ Code of Ethics for Professional Auditor’s Responsibilities for the Audit of the Financial Statements Accountants (IESBA Code) together with the ethical requirements that are relevant to our audit of the Our objectives are to obtain reasonable assurance about whether the financial statements as a whole financial statements in Mauritius, and we have fulfilled our other ethical responsibilities in accordance are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report with these requirements and the IESBA Code. We believe that the audit evidence we have obtained is that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee sufficient and appropriate to provide a basis for our opinion. that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the Key Audit Matters aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a scepticism throughout the audit. We also: separate opinion on these matters. • Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence Other information that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material The Directors are responsible for the other information. The other information comprises the information misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve included in the [annual report], but does not include the financial statements and our auditor’s report collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. thereon. • Obtain an understanding of internal control relevant to the audit in order to design audit procedures Our opinion on the financial statements does not cover the other information and we do not express any that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the form of assurance conclusion thereon. effectiveness of the Group and the Company’s internal control. • In connection with our audit of the financial statements, our responsibility is to read the other information Evaluate the appropriateness of accounting policies used and the reasonableness of accounting and, in doing so, consider whether the other information is materially inconsistent with the financial estimates and related disclosures made by directors.

76 RHT HOLDING LTD I 65 years I Leadership through Innovation ANNUAL REPORT 2019 77 Other Matter INDEPENDENT AUDITOR’S REPORT This report is made solely to the members of RHT Holding Ltd (the “Company”), as a body, in accordance with Section 205 of the Companies Act 2001. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditor’s report and TO THE SHAREHOLDERS OF RHT HOLDING LTD for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

• Conclude on the appropriateness of directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group and the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group and the Company to cease to continue as a going concern. • Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. BDO & CO Shabnam Peerbocus, FCA Chartered Accountants Licensed by FRC • Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain Port Louis, solely responsible for our audit opinion. Mauritius. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. 27 September 2019 We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period andare therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements Companies Act 2001 We have no relationship with, or interests in, the Company or any of its subsidiaries, other than in our capacity as auditors and dealings in the ordinary course of business. We have obtained all information and explanations we have required. In our opinion, proper accounting records have been kept by the Company as far as it appears from our examination of those records.

78 RHT HOLDING LTD I 65 years I Leadership through Innovation ANNUAL REPORT 2019 79 Statements of Financial Position Statements of Profit or Loss and other at 30 June 2019 Comprehensive Income THE GROUP THE COMPANY for the year ended 30 June 2019 Notes 2019 2018 2019 2018 THE GROUP THE COMPANY ASSETS Rs Rs Rs Rs 2019 2018 2019 2018 Non-current assets Notes Rs Rs Rs Rs Property, plant and equipment 5 274,929,758 201,541,941 523,289 419,066 Revenue 21 275,733,597 255,947,333 32,062,540 17,354,348 Investment properties 6 84,066,351 84,084,681 - - Operating expenses 23 (250,341,871) (246,296,354) - - Intangible assets 7 3,178,781 3,894,129 356,539 543,214 Investment in subsidiaries 8 - - 495,624,066 481,624,066 Gross income 25,391,726 9,650,979 32,062,540 17,354,348 Investment in associates 9 - - - - Financial assets at fair value through other Investment income 31 19,359,254 59,020,410 - comprehensive income Gain on financial assets at fair value through Investment in securities - Available for sale 10A - 440,103,714 - - profit or loss 11 6,147,700 1,891,600 - Financial assets at amortised cost 10B 18,456,700 - Other income 22 45,086,022 42,956,536 5,121,517 104,877 Loans and receivables 10A - 18,241,171 - - Loss on revaluation of investment properties 6 - - - Financial assets at fair value through profit or loss 11 136,668,100 130,520,400 - - Administrative expenses 24 (89,482,691) (80,935,216) (23,913,349) (21,978,326) Other assets 35 4,245,600 6,368,400 - - Deferred tax assets 16 72,443 179,033 72,443 179,033 (Loss)/profit from operations 6,502,011 32,584,309 13,270,708 (4,519,101) 891,361,886 884,933,469 496,576,337 482,765,379 Share of profit from associates 9 - - - Current assets Finance costs 25 (14,358,959) (8,527,617) (4,321,738) (4,483,186) Inventories 12 4,143,464 8,787,724 - - Trade and other receivables 13 60,427,176 47,972,075 36,068,028 8,944,764 (Loss)/profit before tax 33 (7,856,948) 24,056,692 8,948,970 (9,002,287) Other assets 35 2,122,800 2,122,800 - - Tax expense 16 (1,150,175) (2,158,172) (8,160) - Cash at bank and in hand 28 68,141,162 9,881,611 2,787,827 4,369,769 134,834,602 68,764,210 38,855,855 13,314,533 (Loss)/profit for the year (9,007,123) 21,898,520 8,940,810 (9,002,287) TOTAL ASSETS 1,026,196,488 953,697,679 535,432,192 496,079,912 Other comprehensive (loss)/income EQUITY AND LIABILITIES Items that will not be reclassified subsequently to profit or loss: Capital and reserves 19,726,165 (1,506,000) 480,570 18,000 Stated capital 14 24,324,300 24,324,300 24,324,300 24,324,300 Gain on revaluation of property, plant and equipment 5 - Reserves 649,426,411 670,317,978 384,081,439 385,605,994 Changes in fair value of equity instruments at fair Total equity attributable to owners of the 10 14,596,595 673,750,711 694,642,278 408,405,739 409,930,294 value through other comprehensive income Company Remeasurement loss on employee benefit 17 5,228,000 (1,502,000) 579,000 22,000 Non-current liabilities liabilities Borrowings 15 32,665,122 38,781,435 - - Tax effect of remeasurement loss on employee Deferred tax liabilities 16 523,976 523,976 - - benefit liabilities 16(a) (98,430) (4,000) (98,430) (4,000) Employee benefit liabilities 17 39,223,000 46,543,000 113,000 740,000 Deferred Income 36 5,710,000 8,240,000 - - Items that may be reclassified subsequently to profit or loss: - (33,013,342) - - Obligations under finance leases 18 78,024,755 17,882,492 - - (Loss)/gain realised on disposal of available-for- - (36,806,736) 156,146,854 111,970,903 113,000 740,000 sale financial assets Current liabilities Gain on fair value of investments in securities 10A 3,793,394 Bank overdraft (secured) 28 53,687,253 49,111,576 13,713,843 - Borrowings 15 63,015,395 51,116,900 - - Other comprehensive income 19,726,165 (34,519,342) 480,570 18,000 Tax liability 16(b) 1,229,853 2,267,841 - - Deferred Income 36 2,530,000 2,530,000 - - Total comprehensive income 10,719,042 (12,620,822) 9,421,380 (8,984,287) Obligations under finance leases 18 19,785,327 5,301,615 - - Trade and other payables 19 44,784,425 23,378,201 101,932,941 72,031,253 (Loss)/profit attributable to: Dividend payable 20 11,266,669 13,378,365 11,266,669 13,378,365 Owners of the parent company (9,007,123) 21,898,520 8,940,810 (9,002,287) 196,298,922 147,084,498 126,913,453 85,409,618 TOTAL EQUITY AND LIABILITIES 1,026,196,488 953,697,679 535,432,192 496,079,912 Total comprehensive (loss)/income attributable to: Owners of the parent company 10,719,042 (12,620,822) 9,421,380 (8,984,287) These financial statements have been approved for issue by the Board of Directors on 27 September 2019 Basic and diluted earnings per share 26 (0.74) 1.80 Net asset value per share 27 55.40 57.12

Paul C.K.F Ah Leung Dr Sidharth Sharma Chairperson Group Chief Executive Officer The Notes on pages 85 to 149 form an integral part of these financial statements. The Notes on pages 85 to 149 form an integral part of these financial statements. Auditor’s report on pages 76 to 79. Auditor’s report on pages 76 to 79.

80 RHT HOLDING LTD I 65 years I Leadership through Innovation ANNUAL REPORT 2019 81 Statements of Changes in Equity Statements of Changes in Equity for the year ended 30 June 2019 for the year ended 30 June 2019

Fair value Stated Retained THE COMPANY Notes Total and capital earnings Stated Translation Retained THE GROUP Notes Investment Total capital reserve earnings revaluation Rs Rs Rs. reserves At 1 July 2018 24,324,300 385,605,994 409,930,294 Rs. Rs. Rs. Rs. Rs.

At 1 July 2018 24,324,300 3,352,710 412,025,360 254,939,908 694,642,278 Profit for the year - 8,940,810 8,940,810

Other comprehensive income for the year - 480,570 480,570 Loss for the year - - - (9,007,123) (9,007,123)

Other comprehensive loss for Total comprehensive loss for the year - 9,421,380 9,421,380 - - 19,726,165 - 19,726,165 the year Total comprehensive loss for Dividend 20 - (10,945,935) (10,945,935) - - 19,726,165 (9,007,123) 10,719,042 the year At 30 June 2019 24,324,300 384,081,439 408,405,739 Dividends 20 - - - (10,945,935) (10,945,935)

Transfer - (27,616,719) 27,616,719 - - At 1 July 2017 24,324,300 407,968,646 432,292,946 Consolidation adjustments - - - (20,664,673) (20,664,673)

At 30 June 2019 24,324,300 (24,264,009) 459,368,244 214,322,177 673,750,712 Loss for the year - (9,002,287) (9,002,287)

Other comprehensive income for the year - 18,000 18,000 At 1 July 2017 24,324,300 3,352,710 445,038,702 247,925,753 720,641,465 Total comprehensive loss for the year - (8,984,287) (8,984,287)

Dividends 20 - (13,378,365) (13,378,365) Profit for the year - - - 21,898,520 21,898,520

Other comprehensive loss for At 30 June 2018 24,324,300 385,605,994 409,930,294 - - (33,013,342) (1,506,000) (34,519,342) the year Total comprehensive loss for - - (33,013,342) 20,392,520 (12,620,822) the year

Dividends 20 - - - (13,378,365) (13,378,365)

At 30 June 2018 24,324,300 3,352,710 412,025,360 254,939,908 694,642,278

The Notes on pages 85 to 149 form an integral part of these financial statements. The Notes on pages 85 to 149 form an integral part of these financial statements. Auditor’s report on pages 76 to 79. Auditor’s report on pages 76 to 79.

82 RHT HOLDING LTD I 65 years I Leadership through Innovation ANNUAL REPORT 2019 83 Statements of Cash Flows NOTES TO THE FINANCIAL STATEMENTS for the year ended 30 June 2019 for the year ended 30 June 2019 THE GROUP THE COMPANY Notes 2019 2018 2019 2018 Cash flows from operating activities (Loss)/profit before taxation (7,856,948) 24,056,692 8,948,970 (9,002,287) 1. General information Adjustments for: Depreciation on property, plant and equipment 5 23,385,422 20,843,676 61,685 11,897 RHT Holding Ltd is a public company, incorporated in the Republic of Mauritius and listed on the Dividend income 31 (18,751,597) (17,794,639) (32,062,540) (17,354,348) Release of government grant 36 (2,530,000) (2,530,000) - - Development & Enterprise Market (“DEM”) of the Stock Exchange of Mauritius Ltd. Its registered Increase in fair value of investments held for trading 11 (6,147,700) (1,891,600) - - office is situated at 32 (ex. 14) Hugnin Street, Rose Hill, Republic of Mauritius. Amortisation of intangible assets 7 835,149 677,548 186,675 78,226 The activity of the Company is an investment holding company. The activities of the subsidiaries Finance costs 14,358,959 8,327,336 4,321,738 4,483,186 Interest income 31 (888,133) (26,570) (106,055) (76,144) are disclosed in Note 8 of the financial statements. (Loss)/profit on sale of investment in securities 31 280,476 (41,225,771) - - These financial statements will be submitted for consideration and approval at the forthcoming Provision for retirement benefits obligations 17 6,003,000 5,824,000 184,000 175,000 Profit on disposal of property, plant and equipment (5,056,639) (8,029,308) - - Annual Meeting of Shareholders of the Company. Provision for obsolescence and losses on inventory - 238,625 - - Provision for bad debts - 3,006,138 - - Losses on fixed assets scrapped - 321,024 - - 2. Significant accounting policies Operating loss before working capital changes 3,631,989 (8,202,849) (18,465,527) (21,684,470) The principal accounting policies adopted in the preparation of these financial statements are Increase in inventories 4,644,260 (4,034,837) - set out below. These policies have been consistently applied to all the years presented, unless Increase in trade and other receivables (11,529,499) (17,431,720) (11,434,267) (1,357,310) Increase/(decrease) in trade and other payables 741,550 (6,708,415) 25,965,772 12,116,149 otherwise stated. The financial statements are stated in Mauritian rupees, which is the Company’s Purchase of investments in securities 10 (15,317,296) (146,664,962) - - functional and presentation currency. Proceeds on sale of investments in securities 99,992,976 159,471,100 - - Addition of loan and receivable - (18,241,171) - - Dividends received 18,751,597 17,785,070 16,479,598 19,694,581 2.1 Basis of preparation Cash generated from/(used in) operating activities 100,915,576 (24,027,784) 12,545,576 8,768,950 The consolidated and separate financial statements are prepared in accordance with Tax paid 16(b) (2,180,003) (1,603,436) - - International Financial Reporting Standards (IFRS), as issued by the International Accounting Retirement benefit contribution paid 17 (8,095,000) (6,707,000) (232,000) - Standards Board (“IASB”) and complied with the Companies Act 2001 and Financial Reporting Net cash generated from/ (used in) operating activities 90,640,573 (32,338,220) 12,313,576 8,768,950 Act 2004 except that: Cash flows from investing activities (i) land and buildings, which are carried at revalued amounts; Purchase of intangible assets 7 (119,801) (650,548) - (621,440) Purchase of property, plant and equipment 5 (13,686,402) (10,448,511) (165,908) (430,963) (ii) investment properties, which are stated at their fair value; Acquisition of investment property 6 - (2,884,681) - - (iii) investments held for trading and relevant financial assets and financial liabilities are stated Purchase of additional shares in subsidiary - - (15,000,000) - at their fair value; and Interest received 31 888,133 26,570 - 721 (iv) the relevant the financial assets and financial liabilities are carried at amortised cost. Proceeds on disposal of property, plant and equipment 6,595,062 9,789,212 - - Proceeds on winding up of subsidiary 1,000,000 - 1,000,000 - Standards, Amendments to published Standards and Interpretations effective in the reporting Net cash used in investing activities (5,323,008) (4,167,958) (14,165,908) (1,051,682) period Cash flows used in financing activities IFRS 9 replaces the provisions of IAS 39 that relate to the recognition, classification and Dividend paid 20 (13,057,631) (7,297,290) (13,057,631) (7,297,290) Finance costs paid (14,358,959) (8,327,336) (385,822) (15,792) measurement of financial asset and financial liabilities, derecognition of financial instruments, Proceeds from bank loans 59,165,122 - - - impairment of financial assets and hedge accounting. The adoption of IFRS 9 Financial Repayment of bank loans (53,382,942) (9,170,903) - - Instruments from 1 July 2018 resulted in changes in accounting policies and adjustments to the Grant received 35 - 13,300,000 - - amounts recognised in the financial statements. The new accounting policies are set out in note 2.9. Repayment of obligations under finance lease (9,999,283) (3,674,625) - - Net cash used in financing activities (31,633,693) (15,170,154) (13,443,453) (7,313,082) The Group has elected to apply for the exemption in IFRS 9 paragraph 7.2.15 not to restate prior periods in the year of initial application of the standard. The Group has chosen to adopt the simplified Net increase/(decrease) in cash and cash 53,683,873 (51,676,332) (15,295,785) 404,186 expected credit loss model for trade receivables in accordance with IFRS 9 paragraph 5.5.15. equivalents IFRS 15 Revenue from Contracts with Customers is based on the principle that revenue is Movement in cash and cash equivalents recognised when control of a good or service transfers to a customer. The Group has adopted At 1 July , (39,229,965) 12,446,367 4,369,769 3,965,583 Increase/(decrease) 53,683,873 (51,676,332) (15,295,785) 404,186 IFRS 15 Revenue from Contracts with Customers from 1 January 2018 which resulted in changes At 30 June 14,453,908 (39,229,965) (10,926,016) 4,369,769 in accounting policies and adjustments to the amounts recognised in the financial statements. The Notes on pages 85 to 149 form an integral part of these financial statements. The new accounting policies are set out in Note 2.17. In accordance with the transition provisions Auditor’s report on pages 76 to 79. in IFRS 15, the Group has not restated comparatives for the 2018 financial year.

84 RHT HOLDING LTD I 65 years I Leadership through Innovation ANNUAL REPORT 2019 85 NOTES TO THE FINANCIAL STATEMENTS NOTES TO THE FINANCIAL STATEMENTS for the year ended 30 June 2019 for the year ended 30 June 2019

2. Significant accounting policies (cont’d) 2. Significant accounting policies (cont’d) 2.1 Basis of preparation (cont’d) 2.1 Basis of preparation (cont’d)

Classification and Measurement of Share-based Payment Transactions (Amendments to IFRS 2) IFRS 16 Leases IFRS 17 Insurance Contracts The amendments clarify the measurement basis for cash-settled share-based payments and IFRIC 23 Uncertainty over Income Tax Treatments the accounting for modifications that change an award from cash-settled to equity-settled. The Prepayment Features with negative compensation (Amendments to IFRS 9) amendment has no impact on the Group’s financial statements. Long-term Interests in Associates and Joint Ventures (Amendments to IAS 28) Applying IFRS 9 Financial Instruments with IFRS 4 Insurance Contracts (Amendments to IFRS 4) Annual Improvements to IFRSs 2015-2017 Cycle The amendment provides two different solutions for insurance companies: a temporary exemption Plan Amendment, Curtailment or Settlement (Amendments to IAS 19) from IFRS 9 for entities that meet specific requirements (applied at the reporting entity level), and Definition of a Business (Amendments to IFRS 3) the ‘overlay approach’. Both approaches are optional. The amendment has no impact on the Definition of Material (Amendments to IAS 1 and IAS 8) Group’s financial statements. Where relevant, the Group is still evaluating the effect of these Standards, Amendments to Annual Improvements to IFRSs 2014-2016 Cycle published Standards and Interpretations issued but not yet effective, on the presentation of its financial statements. • IFRS 1 - deleted short-term exemptions covering transition provisions of IFRS 7, IAS 19 and IFRS 10 which are no longer relevant. The preparation of financial statements in conformity with IFRSs requires the use of certain critical • IAS 28 - clarifies that the election by venture capital organisations, mutual funds, unit accounting estimates. It also requires Management to exercise its judgement in the process of trusts and similar entities to measure investments in associates or joint ventures at applying the Groups’ accounting policies. The areas involving a higher degree of judgement or fair value through profit or loss should be made separately for each associate or joint complexity or areas where assumptions and estimates are significant to the financial statements, venture at initial recognition. The amendment has no impact on the Group’s financial are disclosed in Note 4. statements. 2.2 Basis of consolidation IFRIC 22 Foreign Currency Transactions and Advance Consideration. The interpretation clarifies how to determine the date of transaction for the exchange rate to be used on initial recognition of The consolidated financial statements comprise the financial statements of RHT Holding Ltd and a related asset, expense or income where an entity pays or receives consideration in advance for its subsidiaries as at 30 June 2019. foreign currency-denominated contracts. The amendment has no impact on the Group’s financial Control is achieved when the Group is exposed or has rights to variable returns from its involvement statements. with the investee and has the ability to affect those returns through its power over the investee. Transfers of Investment Property (Amendments to IAS 40). The amendments clarify that transfers Specifically, the Group controls an investee if and only if the Group has: to or from an, an investment property can only be made if there has been a change in use that is • power over the investee (i.e. existing rights that give it the current ability to direct the relevant supported by evidence. A change in use occurs when the property meets, or ceases to meet the activities of the investee); definition of investment property. A change in intention alone is not sufficient to support a transfer. • exposure, or rights, to variable returns from its involvement with the investee; and The amendment has no impact on the Group’s financial statements. • the ability to use its power over the investee to affect its returns. Standards, Amendments to published Standards and Interpretations issued but not yet When the Group has less than a majority of the voting or similar rights of an investee, the Group effective considers all relevant facts and circumstances in assessing whether it has power over an investee, Certain standards, amendments to published standards and interpretations have been issued including: that are mandatory for accounting periods beginning on or after 1 January 2019, or later periods, • The contractual arrangement with the other vote holders of the investee; but which the Group has not early adopted. • Rights arising from other contractual arrangements; and At the reporting date of these financial statements, the following were in issue but not yet effective: • The Group’s voting rights and potential voting rights. Sale or Contribution of Assets between an Investor and its Associate or Joint Venture (Amendments When the Company has less than a majority of the voting rights of an investee, it has power to IFRS 10 and IAS 28) over the investee when the voting rights are sufficient to give it the practical ability to direct the relevant activities of the investee unilaterally. The Company considers all relevant facts and circumstances in assessing whether or not the Company’s voting rights in an investee are

86 RHT HOLDING LTD I 65 years I Leadership through Innovation ANNUAL REPORT 2019 87 NOTES TO THE FINANCIAL STATEMENTS NOTES TO THE FINANCIAL STATEMENTS for the year ended 30 June 2019 for the year ended 30 June 2019

2. Significant accounting policies (cont’d) 2. Significant accounting policies (cont’d) 2.2 Basis of consolidation (cont’d) 2.3 Property, plant and equipment (cont’d)

sufficient to give it power, including: Garage and buildings 20 years • the size of the Company’s holding of voting rights relative to the size and dispersion of Buses 12 years holdings of the other vote holders; Other vehicles 5-6.25 years • potential voting rights held by the Company, other vote holders or other parties; Plant and machinery 8 years • rights arising from other contractual arrangements; and Furniture, fittings and equipment 3-10 years • any additional facts and circumstances that indicate that the Company has, or does not have, Computer equipment 3-10 years the current ability to direct the relevant activities at the time that decisions need to be made, Where the carrying amount of an asset is higher than its estimated recoverable amount, it is including voting patterns at previous shareholders’ meetings. written down immediately to its recoverable amount. Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and Gains and losses on the disposal of property, plant and equipment are determined as the ceases when the Company loses control of the subsidiary. Specifically, income and expenses of difference between the net proceeds and the carrying amount of the assets. On disposal of a subsidiary acquired or disposed of during the year are included in the consolidated statement revalued assets, amounts in revaluation and other reserves relating to that asset are transferred of profit or loss and other comprehensive income from the date the Company gains control until to retained earnings the date when the Company ceases to control the subsidiary. Profit or loss and each component of other comprehensive income are attributed to the owners 2.4 Investment properties of the Company and to the non-controlling interests. Total comprehensive income of subsidiaries Investment properties are properties held to earn rentals and/or for capital appreciation. is attributed to the owners of the Company and to the non-controlling interests even if this results Investment properties are measured initially at cost, including transaction costs. in the non-controlling interests having a deficit balance. Other revenue earned by the Group, representing interest revenue, is accrued on a time basis, by When necessary, adjustments are made to the financial statements of subsidiaries to bring their reference to the principal outstanding and at the effective interest rate applicable. accounting policies in line with the Group’s accounting policies. The cost includes the cost of replacing part of an existing investment property at the time that All intra-group assets and liabilities, equity, income, expenses and cash flows relating to cost is incurred if the recognition criteria are met and excludes the costs of day-to-day servicing transactions between members of the Group are eliminated in full on consolidation. of an investment property. Subsequently, after initial recognition, investment properties are measured at fair value. Gains and losses arising from changes in the fair value of investment 2.3 Property, plant and equipment properties are included in profit or loss in the period in which they occur. Fair values are Land and buildings are subsequently shown a revalued amount, based on valuations by external determined based on an annual evaluation performed by an accredited external independent independent valuers, less subsequent depreciation. All other property, plant and equipment are valuer, applying a valuation model recommended by the International Valuation Standards stated at historical cost less accumulated depreciation and impairment loss. Following initial Committee. recognition at cost, land and buildings are revalued every two years. Investment properties are derecognised when either they have been disposed of or when they Management performs technical assessment and evaluation of the useful life and residual value are permanently withdrawn from use, and no future economic benefit is expected from their of Property, plant and equipment on an annual basis. disposal. The difference between the net disposal proceeds and the carrying amount of the asset is recognised in profit or loss in the period of derecognition. Increases in the carrying amount arising on revaluation are credited to other comprehensive income. Decreases that offset previous increases of the same asset are charged against the Transfers are made to or from investment property only when there is a change in use. For a revaluation reserve; all other decreases are charged to profit or loss. transfer from investment property to owner-occupied property, the deemed cost for subsequent accounting is the cost, or fair value, less depreciation at the date of transfer. If owner-occupied No depreciation is provided on freehold land. property becomes an investment property, the Group accounts for such property in accordance Depreciation on all other property, plant and equipment is provided on the cost of each asset or with the policy stated under property, plant and equipment up to the date of the change in use. the revalued amount on a straight-line basis over its estimated useful life. In the year of purchase, depreciation is calculated on a pro-rata basis. The annual depreciation rates applied are as follows:

88 RHT HOLDING LTD I 65 years I Leadership through Innovation ANNUAL REPORT 2019 89 NOTES TO THE FINANCIAL STATEMENTS NOTES TO THE FINANCIAL STATEMENTS for the year ended 30 June 2019 for the year ended 30 June 2019

2. Significant accounting policies (cont’d) 2. Significant accounting policies (cont’d)

2.5 Intangible assets profit or loss when the asset is derecognised. Intangible assets are recorded at cost less accumulated amortisation and accumulated 2.6 Investments in subsidiaries impairment losses. Amortisation is charged on a straight-line basis over their estimated useful Separate financial statements life. The estimated useful life and amortisation method are reviewed at the end of each annual reporting period, with the effect of any changes in estimate being accounted for on a prospective Investments in subsidiary companies are recognised at cost less impairment. Where the basis. recoverable amount of an investment is less than its carrying amount, the investment is written down immediately to its recoverable amount and the impairment loss is recognised as an expense Trading rights acquired separately in a business combination are initially recognised separately in the profit or loss. On disposal of an investment, the difference between the net disposal from goodwill at their fair value at the acquisition date (which is regarded as cost). proceeds and the carrying amount is charged or credited to the statement of profit or loss and The annual amortisation rates applied are as follows: other comprehensive income. Trading rights 10 years Computer software 5 years 2.7 Investments in associates Intangible assets such as goodwill with indefinite useful lives are not amortised but are tested Separate financial statements for impairment annually either individually or at the cash-generating unit level. The assessment An associate is an entity over which the Group has significant influence and that is neither a of indefinite life is reviewed annually to determine whether the indefinite life continues tobe subsidiary nor an interest in a joint venture. Significant influence is the power to participate in the supportable. If not, the change in useful life from indefinite to finite is made on a prospective basis: financial and operating policy decisions of the investee but is not in control or joint control over No intangible asset arising from research, or the research phase of an internal project, shall be those policies. recognised. Expenditure on research, or research phase of an internal project, shall be recognised Investments in associates are recognised at cost less impairment losses. as an expense when it is incurred. Basis of consolidation An intangible asset arising from development, or may be recognised if, and only if, all of the Investments in associates are accounted for using the equity method. following criteria are met: The results and assets and liabilities of associates are incorporated in these financial if, and only if, all of the following criteria are met: statements using the equity method of accounting, except when the investment is classified (a) it is technically feasible to complete the intangible asset so that it will be available for use or as held for sale, in which case it is accounted for under IFRS 5 Non-Current Assets Held sale; for Sale and Discontinued Operations. Under the equity method, investments in associates (b) there is a firm intention to complete the intangible asset and use or sell it; are carried in the consolidated statement of financial position at cost as adjusted for post- (c) the ability to use or sell the intangible asset is present; acquisition changes in the Group’s share of the net assets of the associate, less any (d) it can be demonstrated that the intangible asset will generate probable future economic benefits; impairment in the value of individual investments. Losses of an associate in excess of the (e) when the availability of adequate technical, financial and other resources to complete the Group’s interest in that associate (which includes any long-term interests that, in substance, development and to use or sell the intangible asset is present; and form part of the Group’s net investment in the associate) are not recognised. (f) when the ability to measure reliably the expenditure attributable to the intangible asset Any excess of the cost of acquisition over the Group’s share of the net fair value of the identifiable during its development is present. assets, liabilities and contingent liabilities of the associate recognised at the date of acquisition In-built software is categorised under “Development” and is recorded as an intangible asset at is recognised as goodwill. The goodwill is included within the carrying amount of the investment cost less accumulated amortisation and accumulated impairment losses. and is assessed for impairment as part of the investment. Any excess of the Group’s share of Derecognition of intangible assets the net fair value of the identifiable assets, liabilities and contingent liabilities over the cost of acquisition, after reassessment, is recognised immediately in the statement of profit or loss and An intangible asset is derecognised on disposal, or when no future economic benefits are other comprehensive income. expected from use or disposal. Where a Group entity transacts with an associate of the Group, profits or losses are eliminated to Gains or losses arising from derecognition of an intangible asset, measured as the difference the extent of the Group’s interest in the relevant associate. between the net disposal proceeds and the carrying amount of the asset, and are recognised in

90 RHT HOLDING LTD I 65 years I Leadership through Innovation ANNUAL REPORT 2019 91 NOTES TO THE FINANCIAL STATEMENTS NOTES TO THE FINANCIAL STATEMENTS for the year ended 30 June 2019 for the year ended 30 June 2019

2. Significant accounting policies (cont’d) 2. Significant accounting policies (cont’d) 2.9 Financial assets (cont’d) 2.8 Goodwill Goodwill arising on the acquisition of a subsidiary or an investment in associate represents the default to determine the lifetime expected credit loss for the trade receivables. excess of the cost of acquisition over the Group’s interest in the net fair value of the identifiable For trade receivables, which are reported net, such provisions are recorded in a assets, liabilities and contingent liabilities of the subsidiary or investment in associate recognised separate provision account with the loss being recognised within the cost of sales in at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently the statement of comprehensive income. On confirmation that the trade receivable measured at cost less any accumulated impairment losses. will not be collectable, the gross carrying value of the asset is written off against the For the purpose of impairment testing, goodwill is allocated to each of the Group’s cash-generating associated provision. units expected to benefit from the synergies of the combination. Cash-generating units to which Impairment provisions for receivables from related parties and loans to related parties are goodwill has been allocated are tested for impairment annually, or more frequently when there is recognised based on a forward-looking expected credit loss model. The methodology used an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit to determine the amount of the provision is based on whether there has been a significant is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the increase in credit risk since initial recognition of the financial asset. For those where the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro credit-risk has not increased significantly since initial recognition of the financial asset, rata on the basis of the carrying amount of each asset in the unit. An impairment loss recognised twelve month expected credit losses along with gross interest income are recognised. For for goodwill is not reversed in a subsequent period. those for which credit-risk has increased significantly, lifetime expected credit losses along On disposal of a subsidiary, the attributable amount of goodwill is included in the determination with the gross interest income are recognised. For those that are determined to be credit of the profit or loss on disposal. impaired, lifetime expected credit losses along with interest income on a net basis are recognised. The Group’s policy for goodwill arising on the acquisition of an associate is described under investments in associates above. From time to time, the Group elects to renegotiate the terms of trade receivables due from customers with which it has previously had a good trading history. Such renegotiations will 2.9 Financial assets lead to changes in the timing of payments rather than changes to the amounts owed and, in consequence, the new expected cash flows are discounted at the original effective interest The Group classifies its financial assets into one of the categories discussed below, depending on rate and any resulting difference to the carrying value is recognised in the statement of the purpose for which the asset was acquired. The Company’s accounting policy for each category comprehensive income (operating profit). is as follows: The Group’s financial assets measured at amortised cost comprise trade and other (i) Fair value through profit or loss receivables and cash and cash equivalents in the statement of financial position. The Group classifies the following financial assets at fair value through profit or loss (FVPL): - debt investments that do not qualify for measurement at either amortised cost or FVOCI; and Cash and cash equivalents include cash in hand, deposits held at call with banks, other - equity investments that are held for trading; short terms highly liquid investments with original maturities of three months or less, and - for the purpose of the statement of cash flows - bank overdrafts. Bank overdrafts are shown (ii) Amortised cost within loans and borrowings in current liabilities on the statement of financial position. These assets arise principally from the provision of goods and services to customers (e.g. trade receivables), but also incorporate other types of financial assets where the (iii) Fair value through other comprehensive income objective is to hold these assets in order to collect contractual cash flows and the The Group has a number of strategic investments in listed and unlisted entities which contractual cash flows are solely payments of principal and interest. They are initially are not accounted for as subsidiaries, associates or jointly controlled entities. For those recognised at fair value plus transaction costs that are directly attributable to their investments, the Company/Group has made an irrevocable election to classify the acquisition or issue, and are subsequently carried at amortised cost using the effective investments at fair value through other comprehensive income rather than through profit interest rate method, less provision for impairment or loss as the Company/Group considers this measurement to be the most representative of the business model for these assets. They are carried at fair value with changes in fair Impairment provisions for trade receivables are recognised based on the simplified value recognised in other comprehensive income and accumulated in the fair value through approach within IFRS 9 using the lifetime expected credit losses. During this other comprehensive income reserve. Upon disposal any balance within fair value through process, the probability of the non-payment of the trade receivables is assessed. other comprehensive income reserve is reclassified directly to retained earnings and is not This probability is then multiplied by the amount of the expected loss arising from reclassified to profit or loss.

92 RHT HOLDING LTD I 65 years I Leadership through Innovation ANNUAL REPORT 2019 93 NOTES TO THE FINANCIAL STATEMENTS NOTES TO THE FINANCIAL STATEMENTS for the year ended 30 June 2019 for the year ended 30 June 2019

2. Significant accounting policies (cont’d) 2. Significant accounting policies (cont’d) 2.9 Financial assets (cont’d) 2.12 Current and deferred income tax The Group has debt securities whose objective is achieved by both holding these securities Current tax in order to collect contractual cash flows and having the intention to sell the debt securities The income tax expense represents the sum of the tax currently payable and deferred tax. before maturity. The contractual terms of the debt securities give rise to cash flows that are The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit solely payments of principal and interest on the principal amount outstanding. They are as reported in the statement of profit or loss and other comprehensive income because it excludes carried at fair value with changes in fair value recognised in other comprehensive income items of income or expense that are taxable or deductible in other years and it further excludes and accumulated in the fair value through other comprehensive income reserves. Upon items that are never taxable or deductible. The Group’s liability for current tax is calculated using disposal any balance within fair value through other comprehensive income reserves is tax rates that have been enacted or substantively enacted by the reporting date. reclassified to profit or loss Deferred tax Dividends are recognised in profit or loss, unless the dividend clearly represents a recovery of part of the cost of the investment, in which case the full or partial amount of the dividend Deferred tax is recognised on temporary differences between the carrying amounts of assets and is recorded against the associated investments carrying amount. liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and are accounted for using the liability method. Deferred tax liabilities are Purchases and sales of financial assets measured at fair value through other comprehensive generally recognised for all taxable temporary differences and deferred tax assets are recognised income are recognised on settlement date with any change in fair value between trade date to the extent that it is probable that taxable profits will be available against which deductible and settlement date is being recognised in the fair value through other comprehensive temporary differences can be utilised. Such assets and liabilities are not recognised if the income reserve. temporary difference arises from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit 2.10 Financial liabilities nor the accounting profit. The Group classifies its financial liabilities into one of two categories, depending on the purpose Deferred tax liabilities are recognised for temporary taxable differences arising on investments for which the liability was acquired. in subsidiaries and associates, and interests in joint ventures, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference The Group’s accounting policy for each category is as follows: will not reverse in the foreseeable future. Other financial liabilities The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to Other financial liabilities include the following items: the extent that it is no longer probable that sufficient taxable profits will be available to allow all or Bank borrowings and the Group’s redeemable preference shares are initially recognised at fair part of the asset to be recovered. value net of any transaction costs directly attributable to the issue of the instrument. Such interest Deferred tax is calculated at the tax rates that are expected to apply in the period when the bearing liabilities are subsequently measured at amortised cost using the effective interest rate liability is settled or the asset realised. Deferred tax is charged or credited to profit or loss, except method, which ensures that any interest expense over the period to repayment is at a constant when it relates to items charged or credited directly to equity, in which case the deferred tax is rate on the balance of the liability carried in the statement of financial position. For the purposes also recognised with in equity. of each financial liability, interest expense includes initial transaction costs and any premium Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off payable on redemption, as well as any interest or coupon payable while the liability is outstanding. current tax assets against current tax liabilities and when they relate to income taxes levied by Trade payables and other short-term monetary liabilities, which are initially recognised at fair the same taxation authority and the Group intends to settle its current tax assets and liabilities value and subsequently carried at amortised cost using the effective interest method. on a net basis. To measure deferred tax for investment properties that are measured using the fair value model, 2.11 Share capital the carrying amounts of such properties are presumed to be recovered through sale, unless Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of the presumption is rebutted. The presumption is rebutted when the investment property is new shares or options are shown in equity as deduction, net of tax, from proceeds. depreciable and is held within a business model whose objective is to consume substantially all the economic benefits embodied in the investment property over time, rather than through sale.

94 RHT HOLDING LTD I 65 years I Leadership through Innovation ANNUAL REPORT 2019 95 NOTES TO THE FINANCIAL STATEMENTS NOTES TO THE FINANCIAL STATEMENTS for the year ended 30 June 2019 for the year ended 30 June 2019

2. Significant accounting policies (cont’d) 2. Significant accounting policies (cont’d) 2.12 Current and deferred income tax (cont’d) 2.15 Leases (cont’d)

The Directors of the Group reviewed the Group’s investment property portfolios and concluded that The Group as lessor none of the Group’s investment properties are held under a business model whose objective is to Rental income from operating leases is recognised on a straight-line basis over the term of consume substantially all the economic benefits embodied in the investment properties over time, the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease rather than through sale. Therefore, the Directors have determined that the ‘sale’ presumption set out are added to the carrying amount of the leased asset and recognised on a straight-line basis in the amendments to IAS 12 is not rebutted. However, the Group has not recognised any deferred over the lease term. taxes on changes in the fair value of the investment properties as the Group is not subject to any income taxes on the fair value changes of the investment properties on disposal. The Group as lessee Assets held under finance leases are recognised as assets of the Group at their value at 2.13 Foreign currencies the inception of the lease or, if lower, at the present value of the minimum lease payments. (i) Functional and presentation currency The corresponding liability to the lessor is included in the statement of financial position as Items included in the financial statements are measured using Mauritian rupees, the currency a finance lease obligation. Lease payments are apportioned between finance charges and of the primary economic environment in which the entity operates (“functional currency”). reduction of the lease obligation so as to achieve a constant rate of interest on the remaining The financial statements are presented in Mauritian rupees, which is the Group’s functional balance of the liability. Finance charges are charged to profit or loss. and presentation currency. Rentals payable under operating leases are charged to profit or loss on a straight-line basis over the term of the relevant lease. Benefits received and receivable as an incentive to enter into an (ii) Transactions and balances operating lease are also spread on a straight-line basis over the lease term. Foreign currency transactions are translated into the functional currency using the exchange rates prevailing on the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates 2.16 Retirement benefit obligations of monetary assets and liabilities denominated in foreign currencies are recognised in profit (i) Employment Rights Act 2008 or loss. Payments to defined contribution retirement benefit plans are recognised as an expense when employees have rendered service entitling them to the contributions. Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the statement of profit or loss within ‘finance income or cost’. All other Employees are entitled to a gratuity which is computed based on the number of years of foreign exchange gains and losses are presented in statement of profit or loss within ‘other service. This provision is not funded and is accounted for as a Defined Benefit Obligation. (losses)/gains - net’. The benefit accruing under this item is calculated by a qualified actuary who carries out a full valuation of the plan. The present value of retirement benefits as provided under the Non-monetary items that are measured at fair value in a foreign currency are translated Employment Rights Act 2008 is recognised in the statements of financial position as a non- using the exchange rates at the date the fair value was determined. current liability. Actuarial gains and losses on the present value of the Group’s pension obligations and fair value of plan assets are recognised in Other Comprehensive Income. 2.14 Inventories (ii) State plan and defined contribution plan Inventories are valued at the lower of cost and net realisable value. Cost comprises of all costs of Contributions to the National Pension Scheme and defined contribution plan are charged to purchase, cost of conversion and other costs incurred in bringing such inventories to their present profit or loss in the year in which they fall due. condition and location. Cost is determined on the weighted average basis. Net realisable value is the estimate of the selling price in the ordinary course of business, less the costs of completion and selling expenses. 2.17 Revenue recognition Revenue for the Group represents dividend income. Dividend income from investments is 2.15 Leases recognised when the shareholder’s right to receive payment is established. Leases are classified as finance leases whenever the terms of the lease transfer substantially Revenue for the Group comprises of income from bus fare and hire charges and the invoiced all the risks and rewards of ownership to the lessee. All other leases are classified as operating values of goods and services net of value-added tax, discounts, allowances and returns, service leases. fees and after eliminating sales within Group companies.

96 RHT HOLDING LTD I 65 years I Leadership through Innovation ANNUAL REPORT 2019 97 NOTES TO THE FINANCIAL STATEMENTS NOTES TO THE FINANCIAL STATEMENTS for the year ended 30 June 2019 for the year ended 30 June 2019

2. Significant accounting policies (cont’d) 2. Significant accounting policies (cont’d) 2.17 revenue recognition (cont’d) amount of the asset exceeds its recoverable amount. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows. Sale of goods Revenue from the sale of goods is recognised when the goods are delivered, and titles have 2.20 Related parties passed, at which time all the following conditions are satisfied: Related parties are individuals and companies where the individual or the Group has the ability directly or indirectly to control the other party or exercise significant influence over the other - the Group has transferred to the buyer the significant risks and rewards of ownership of the party in making financial and operating decisions. An entity is related to a reporting entity if the goods; entity and the reporting entity are members of the same group (which means that each parent, - the Group retains neither continuing managerial involvement to the degree usually subsidiary and fellow subsidiary is related to each other). Individuals include key management associated with ownership nor effective control over the goods sold; personnel, who are those persons having authority and responsibility for planning, directing - the amount of revenue can be measured reliably; and controlling the activities of the entity, directly or indirectly, including any Director (whether - it is probable that the economic benefits associated with the transaction will flow to the executive or otherwise) of that entity. A related party transaction is a transfer of resources, Group; services or obligations between a reporting entity and a related party, regardless of whether a - the cost incurred or to be incurred in respect of the transaction can be measured reliably; price is charged. - maintenance and service fees income is recognised by reference to the terms of the agreement; and - revenue from bus fare and hire charges are recognised upon customer acceptance. 2.21 Government grants Government grants are not recognised until there is reasonable assurance that the Company will (b) Other revenues earned by the Group are recognised on the following bases: comply with the conditions attaching to them and that the grants will be received. Government • Interest income is calculated by applying the effective interest rate to the gross carrying grants whose primary condition is that the Group should purchase or otherwise acquire non- amount of a financial asset except for financial assets that subsequently become credit- current assets are recognised against the carrying amount of the asset. impaired. For credit-impaired financial assets the effective interest rate is applied to the net The grant is recognised as income over the life of a depreciable asset by way of a reduced carrying amount of the financial asset (after deduction of the loss allowance). depreciation charge. The grant is being amortised over the operating lease period of 5 years. • Dividend income - when the shareholder’s right to receive payment is established. • Lease income arising from operating leases-on a straight-line basis over the lease term. Government grants that are receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the Group with no future related costs 2.18 Provisions are recognised in profit or loss in the period in which they become receivable. Provisions are recognised when the Group has a present obligation as a result of past events, Financial support from government is recognised on an accrual basis. and it is probable that the Group will be required to settle that obligation. Provisions are measured at the Directors’ best estimate of the expenditure required to settle the obligation at the reporting 2.22 Segmental reporting date. They are discounted to present value where the effect is material. A business segment is a group of assets and operations engaged in providing products or services that are subject to risks and returns that are different from those of other business segments. 2.19 Impairment The Group’s business segments consist of bus operating services, investing activities, rental At each reporting date, the Group reviews the carrying amounts of its tangible and intangible activities, trading and provision of services for a fee. Most of its activity is performed in Mauritius assets to determine whether there is any indication that those assets have suffered an impairment and the African continent. loss. The Group bases its impairment calculation on detailed budgets and forecast calculations, which are prepared separately for each of the Group’s CGUs to which the individual assets are allocated. These budgets and forecast calculations generally cover a period of five years. A long- 2.23 Current versus non-current classification term growth rate is calculated and applied to project future cash flows after the fifth year. If any The Group presents assets and liabilities in the statement of financial position based on current/ such indication exists, the recoverable amount of the asset is estimated in order to determine the non-current classification. An asset is current when it is: extent of the impairment loss (if any). Recoverable amount is the higher of fair value less cost - expected to be realised or intended to sold or consumed in the normal operating cycle; to sell and value in use. An impairment loss is recognised for the amount by which the carrying - held primarily for the purpose of trading;

98 RHT HOLDING LTD I 65 years I Leadership through Innovation ANNUAL REPORT 2019 99 NOTES TO THE FINANCIAL STATEMENTS NOTES TO THE FINANCIAL STATEMENTS for the year ended 30 June 2019 for the year ended 30 June 2019

2. Significant accounting policies (cont’d) 3. Financial Risk Management (cont’d) 2.23 Current versus non-current classification (cont’d) 3.1 Financial Risk Factors (cont’d)

- expected to be realised within twelve months after the reporting period; or (a) Market Risk - cash or cash equivalent unless restricted from being exchanged or used to settle a liability The Group’s activities expose it primarily to the financial risks of changes in foreign currency for at least twelve months after the reporting period. exchange rates and interest rates. The Group manages its exposure to interest rate and foreign All other assets are classified as non-current. currency risk by use of a proper mix in fixed and floating rate borrowings. A liability is current when: (i) Foreign currency risk management - it is expected to be settled in the normal operating cycle; The Group and the Company undertake certain transactions denominated in foreign currencies. - it is held primarily for trading; Hence, exposures to exchange rate fluctuations arise. - it is due to be settled within twelve months after the reporting period; or Currency profile - there is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period. The currency profile of the financial assets and financial liabilities of the Group and the Company is summarised as follows: The Group classifies all other liabilities as non-current. 2019 2018 Financial Financial Financial Financial 2.24 Sale and Leaseback THE GROUP Assets Liabilities Assets Liabilities A sale and leaseback transaction involves the sale of an asset and the leasing back of the same Rs. Rs. Rs. Rs. asset. The accounting treatment of a sale and leaseback transaction depends upon the type of lease involved. Currency Mauritian Rupee 581,773,202 302,615,203 564,064,083 196,585,823 Where the sale and leaseback transaction results in an operating lease, and the transaction Euro 89,292 - 106,682 - is established at fair value, any profit or loss shall be recognised immediately. If the sale price is below fair value, any profit or loss shall be recognised immediately except that, if the loss United States Dollar 77,832,479 613,745 79,716,576 2,362,260 is compensated for by future lease payments at below market price, it shall be deferred and Japanese Yen - - - - amortised in proportion to the lease payments over the period for which the asset is expected to Rands - - 490 - be used. If the sale price is above fair value, the excess over fair value is deferred and amortised GBP - - 2,831,140 2,501 over the period for which the asset is expected to be used. Kwacha 110,718 - - - If the leaseback is an operating lease, and the lease payments and the sale price are at fair value, 659,805,691 - 645,533,620 198,950,584 any profit or loss is recognised immediately. For operating leases, if the fair value at the time of a sale THE COMPANY and leaseback transaction is less than the carrying amount of the asset, a loss equal to the amount of the difference between the carrying amount and fair value shall be recognised immediately. Currency Mauritian Rupee 38,831,708 126,913,453 13,290,278 84,928,112 3. Financial Risk Management United States Dollar 24,147 - 17,301 204,126 Euro - - 6,954 277,380 3.1 Financial Risk Factors 38,855,855 126,913,453 13,314,533 85,409,618 The treasury function provides services to the business, co-ordinates access to financial markets, monitors and manages the financial risks relating to the operations of the Group. These risks include Foreign Currency Sensitivity Analysis market risk (including currency risk, interest risk and price risk), credit risk and liquidity risk. The Group and the Company hold bank accounts denominated in United States dollar, euro, The Group does not enter into or trade financial instruments, including derivative financial Japanese yen and Zambian kwacha. The Group and the Company are exposed to the risk that the instruments, for speculative purposes. exchange rate of the rupee relative to United States dollar, euro, Japanese yen and Zambian kwacha.

100 RHT HOLDING LTD I 65 years I Leadership through Innovation ANNUAL REPORT 2019 101 NOTES TO THE FINANCIAL STATEMENTS NOTES TO THE FINANCIAL STATEMENTS for the year ended 30 June 2019 for the year ended 30 June 2019

3. Financial Risk Management (cont’d) 3. Financial Risk Management (cont’d) 3.1 Financial Risk Factors (cont’d) 3.1 Financial Risk Factors (cont’d)

may change in a manner that may have an effect on the reported value of the bank accounts. Interest rate sensitivity analysis The following demonstrates the sensitivity to a reasonably possible change in the MUR exchange The interest rate sensitivity analysis below has been determined based on the exposure to interest rate, with all other variables held constant, of the Company’s loss before taxation and the rates for non-derivative financial instruments at the reporting date. For floating rate liabilities, the Company’s equity.All other exposures are not considered to have any material effect the reported analysis is prepared to assume the amount of liability outstanding at the reporting date was results as the amount denominated in foreign currency is minimal. outstanding for the whole year. A 50 basis point increase or decrease represents management’s assessment of the reasonably possible change in interest rate. Increase/decrease in foreign exchange rate Effect on profit before tax If interest rates had been 50 basis points higher/lower and all other variables were held 2019 2018 constant, the profit for the year ended 30 June 2019 and 2018 would have decreased/ USD +/- 1% +/- 1% 772,187 773,543 increased by: EUR +/- 3% +/- 3% 268 3,200 THE GROUP THE COMPANY GBP +/- 5% +/- 5% 141,432 2019 2018 2019 2018 ZAR +/- 5% +/- 5% 25 Rs. Rs. Rs. Rs.

Profit or loss 746,839 695,050 68,569 - The effect of foreign sensitivity analysis at Company level is not material. (b) Interest rate risk management The Group is exposed to interest rate risk as entities in the Group borrow funds at both fixed and (c) Price Risks floating interest rates. The Group is exposed to price risks arising from investments in listed investments quoted on The risk is managed by the Group by maintaining an appropriate mix between fixed and floating the Stock Exchange of Mauritius. The Group is exposed to equity price risks arising from equity rate borrowings. investments classified either as financial assets at fair value through other comprehensive income (FVOCI) (2018 - Available-for-sale) or at fair value through profit or loss (FVTPL). The interest rate profile of the Group’s financial assets and financial liabilities at 30 June 30, 2019 was: The sensitivity analysis below have been determined based on the exposure to equity price risks Floating interest rate at the reporting date. Financial assets Currency 2019 2018 Sensitivity analysis % % The table below summarises the impact of increases/decreases in the fair value of the investments Balances with banks Rs. - 3 - 3.25 on the Group`s post-tax profit for the year and on equity. The analysis is based on the assumption Loan and receivables Rs. 5.50 2.95 - 4.75 that the fair value had increased decreased by 5%.

Impact on post-tax profit Impact on equity

Floating interest rate Fixed interest rate 2019 2018 2019 2018

Financial liabilities 2019 2018 2019 2018 Rs. Rs. Rs. Rs.

% % % % FVOCI (2017 - Available-for-sale) - 18,487,208 22,005,186 Bank overdrafts Rs. 5.60 - 6.85 5.75 - 6.10 - - Fair value through profit or loss 6,833,405 6,526,020 - - Finance lease obligations Rs. - - 6.25 - 7.50 6.75 - 7.50 (FVTPL)

Loans Rs. 5.60 - 6.85 5.75 - 6.10 - -

Trade and other payables Rs. - - 5.0 2.95 - 4.75 The Group’s sensitivity to equity prices has not changed significantly from the prior year.

102 RHT HOLDING LTD I 65 years I Leadership through Innovation ANNUAL REPORT 2019 103 NOTES TO THE FINANCIAL STATEMENTS NOTES TO THE FINANCIAL STATEMENTS for the year ended 30 June 2019 for the year ended 30 June 2019

3. Financial Risk Management (cont’d) 3. Financial Risk Management (cont’d) 3.1 Financial Risk Factors (cont’d) 3.1 Financial Risk Factors (cont’d)

(d) Credit risk management THE GROUP Less than 1 more than 5 Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting On Demand 1 - 5 years Total in a financial loss to the Group. The Group have adopted a policy of only dealing with creditworthy year years counterparties and obtaining sufficient collateral, where appropriate, as a means of mitigating the Rs. Rs. Rs. Rs. Rs. risk of financial loss from defaults. The Group uses other publicly available financial information and June 2019 its own trading records to rate its major customers. The Group’s exposure and the credit ratings of its counterparties are continuously monitored and the aggregate value of transactions concluded Financial guarantee - - - - - is spread amongst approved counterparties. Credit exposure is controlled by counterparty limits Bank overdrafts 53,687,253 - - - 53,687,253 that are reviewed and approved by the risk management committee annually. Borrowings - 63,015,395 32,665,122 - 95,680,517 The Group and the Company’s credit risk are primarily attributable to trade receivables. The Obligations under finance amounts presented in the statement of financial position are net of allowances for doubtful receivables and represents the Group’s and the Company’s maximum exposure to credit risk. lease - 19,785,327 78,024,755 - 97,810,083

Ongoing credit evaluation is performed on the financial condition of accounts receivable. Trade and other payables - 44,784,425 - - 44,784,425

The Group has no concentration of credit risk in its trade receivables in 2019 and 2018. Financial Dividend declared - 11,266,669 - - 11,266,669 assets that are neither past due nor impaired are of high credit quality. 53,687,253 138,851,816 110,689,878 - 303,228,947 (e) Liquidity risk management

The ultimate responsibility for liquidity risk management rests with the board of directors. The June 2018 Group manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities, by continuously monitoring the forecast and actual cash flows and matching Financial guarantee 10,389,271 - - - 10,389,271 the maturity profiles of financial assets and liabilities. Bank overdrafts 49,111,576 - - - 49,111,576

Liquidity and interest risk tables Borrowings - 51,116,900 31,450,276 7,331,159 89,898,335

The following tables detail the Group’s remaining contractual maturity for its non-derivative Obligations under finance financial liabilities. The tables have been drawn up based on the undiscounted cash flows of lease - 5,301,615 14,157,347 3,725,145 23,184,107 financial liabilities based on the earliest date on which the Group can be required to pay. Trade and other payables - 23,378,201 - - 23,378,201

Dividend payable - 13,378,365 - - 13,378,365

59,500,847 93,175,081 45,607,623 11,056,304 209,339,855

104 RHT HOLDING LTD I 65 years I Leadership through Innovation ANNUAL REPORT 2019 105 NOTES TO THE FINANCIAL STATEMENTS NOTES TO THE FINANCIAL STATEMENTS for the year ended 30 June 2019 for the year ended 30 June 2019

3. Financial Risk Management (cont’d) 3. Financial Risk Management (cont’d) 3.1 Financial Risk Factors (cont’d) 3.2 Fair value estimation THE COMPANY The fair value of financial instruments traded in active markets is based on quoted market prices Less than 1 more than 5 at the end of the reporting period. A market is regarded as active if quoted prices are readily On Demand 1 - 5 years Total year years and regularly available from an exchange, dealer, broker, industry group, pricing service, or Rs. Rs. Rs. Rs. Rs. regulatory agency, and those prices represent actual and regularly occurring market transactions 2019 on an arm’s length basis. The quoted market price used for financial assets held by the Group is Bank overdrafts - 13,713,843 - - 13,713,843 the current bid price. These instruments are included in level 1. Instruments included in level 1 Trade and other payables 101,932,941 101,932,941 comprise primarily quoted equity investments classified as FVTPL or FVOCI. Dividend payable 11,266,669 11,266,669 The fair value of financial instruments that are not traded in an active market is determined by - 126,913,453 - - 126,913,453 using valuation techniques. These valuation techniques maximise the use of observable market data where it is available and rely as little as possible on specific estimates. If all significant inputs 2018 required to fair value an instrument are observable, the instrument is included in level. Bank overdrafts - - - - - If one or more of the significant inputs is not based on observable market data, the instrument is Trade and other payables - 72,031,253 - - 72,031,253 included in level 3. Dividend payable - 13,378,365 - - 13,378,365 Specific valuation techniques used to value financial instruments include: - 85,409,618 - - 85,409,618 - Quoted market prices or dealer quotes for similar instruments. - Other techniques, such as discounted cash flow analysis, are used to determine fair value (f) Financial guarantee contract risk for the remaining financial instruments. The Group has provided financial guarantees to its subsidiaries and to third parties on behalf of 3.3 Capital risk management its subsidiaries and associates. The Group is exposed to the risk that in the event of default from The Group manages its capital to ensure that entities in the Group will be able to continue as a its subsidiaries and associates, there is the need to recognise the liability which represents the going concern while maximising the return to stakeholders through the optimisation of the debt amount required to settle the obligation. and equity balance. The Group’s overall strategy remained unchanged during the year. The Group has guaranteed the amount by which the total assets fall short of the total liabilities of The capital structure of the Group consists of net debt, which includes borrowings, offset by the respective subsidiaries, as follows: cash at bank and equity attributable to equity holders of the parent, comprising issued capital, reserves and retained earnings. 2019 2018

Rs. Rs. THE GROUP

Gearing ratio 2019 2018 RHT Ventures Ltd 3,342,090 516,354 Rs. Rs. Transport and Micropayments System Ltd (formerly known as Algorithmix Co Ltd) - - The gearing ratio at the year end was as follows: Transport and Micropayments System 1 Ltd - - Debt (i) 247,177,853 162,194,018 mychauffeur Ltd 3,342,736 1,248,277 Advanced Institute of Motoring 4,106,912 3,802,409 Cash at bank (68,141,162) (9,881,611) ICL Zambia Ltd 2,341,696 2,331,862 Net debt 179,036,691 152,312,407

Hugnin Property Development Ltd 355,601 325,601 Equity (ii) 673,750,711 694,642,278

RHT Bus Services Ltd 2,164,768 Net debt to equity ratio 0.27 0.22 13,459,035 10,389,271

106 RHT HOLDING LTD I 65 years I Leadership through Innovation ANNUAL REPORT 2019 107 NOTES TO THE FINANCIAL STATEMENTS NOTES TO THE FINANCIAL STATEMENTS for the year ended 30 June 2019 for the year ended 30 June 2019

3. Financial Risk Management (cont’d) 4. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS (cont’d) 3.3 Capital risk management (cont’d) The Board is not aware of any material uncertainties that may cast significant doubt upon the Group’s ability to continue a going concern. Therefore, the financial statements continue to be (i) Debt is defined as long and short term borrowings. prepared on the going concern basis. (ii) Equity includes all capital and reserves of the Group. Key sources of estimation uncertainty (iii) Management believes the gearing ratio is within an acceptable range. There were no changes in the Group`s approach to capital risk management during the year. The key sources assumptions concerning the future, and other key sources of estimation uncertainty at the reporting date that has a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are discussed 4. CRITICAL ACCOUNTING ESTIMATES AND below. JUDGEMENTS a) Impairment of financial assets The loss allowances for financial assets are based on assumptions about risk of default and The preparation of financial statements in accordance with IFRS requires the Directors and expected loss rates. The Group uses judgement in making these assumptions and selecting the Management to exercise judgement in the process of applying the accounting policies. It also inputs to the impairment calculation, based on the Group`s past history, existing market conditions requires the use of accounting estimates and assumptions that may affect the reported amounts as well as forward-looking estimates at the end of each reporting period. and disclosures in the financial statements. Judgements and estimates are continuously evaluated (b) Impairment of goodwill and are based on historical experience and other factors, including expectations and assumptions Determining whether goodwill is impaired requires an estimation of the value in use of the cash- concerning future events that are believed to be reasonable under the circumstances. The actual generating units to which goodwill has been allocated. The value in use calculation requires the results could, by definition, therefore, often differ from the related accounting estimates. entity to estimate the future cash flows expected to arise from the cash-generating units and a In the application of the Group’s accounting policies, which are described in Note 2, the Directors suitable discount rate in order to calculate present value, as described in Note 6 of the financial of the Company are required to make judgements, estimates and assumptions about the carrying statements. amounts of assets and liabilities that are not readily apparent from other sources. The estimates (c) Property, plant and equipment and associated assumptions are based on historical experience and other factors that are The cost of the property, plant and equipment is depreciated over the estimated useful life of considered to be relevant. Actual results may differ from these estimates. the asset. The estimated useful life is based on expected usage of the asset and expected The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to physical wear and tear, which depends on operational factors. Management performs a accounting estimates are recognised in the period in which the estimates are revised if the technical assessment and evaluation of the useful life and residual value of buses on an revision affects only that period, or in the period of the revision and future periods if the revision annual basis. affects both current and future periods. (d) Investment properties Critical judgements in applying accounting policies Investment property have been valued based on Directors’ estimate with reference to their knowledge on the current market evidence of transaction prices for similar properties and The following are the critical judgements, apart from those involving estimations, that the Directors with the valuer’s report. The actual results could differ from their estimates as management have made in the process of applying the Group’s accounting policies and that have the most uses an average of the most recent transaction prices, or, depending on the location, the significant effect on the amounts recognised in the consolidated financial statements. exact transaction price of a similar property which has recently traded on the market in the Going concern vicinity of the subject property being valued. Note 6 provides further details on the revaluation method. The Board of Directors assessed of the Group’s ability to continue as a going concern and is satisfied that the Group has the resources to continue in business for the foreseeable future. (e) Retirement benefit obligations Retirement benefit obligations have been valued by actuaries based on accounting estimates in respect of inter-alia, discount rate, future salary increases, and average retirement age. Due At 30 June 2019, the Group had a net current liabilities position of Rs 61.5M (2018: Rs 78.3M). to the long term nature of the plan, such estimates are subject to significant uncertainty. All Many entities are still in their start-up phase and based on financial projections with reasonably assumptions are reviewed at each reporting date. Management considers that the actuary has possible changes in assumptions, the working capital of the Group should improve in the medium used its best estimates to value the retirement benefit obligation provisions and Note 17 provides to long term. further information on same.

108 RHT HOLDING LTD I 65 years I Leadership through Innovation ANNUAL REPORT 2019 109 NOTES TO THE FINANCIAL STATEMENTS NOTES TO THE FINANCIAL STATEMENTS for the year ended 30 June 2019 for the year ended 30 June 2019

4. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS (cont’d) 5. PROPERTY, PLANT AND EQUIPMENT - - (f) Allowance for slow moving stock

An allowance for slow moving stock is determined using a combination of factors including the (63,547) Rs. Total (384,570) (9,910,729) (8,372,307) 98,311,661 (8,200,000) 20,843,676 33,343,787 overall quality and ageing of the stocks. The allowance is also determined by all items for which 23,385,422 (11,938,463) (13,698,367) 201,541,941 121,943,924 121,943,924 332,327,531 332,327,531 321,266,681 321,266,681 130,785,590 130,785,590 274,929,757 145,798,705 there have been no use or sale during the financial year. Where management forecast, which are 420,728,462 - - - - - based on the use of the inventory items and changes in market trends, reflect no future use or (1,602) (29,142) (65,747) saleability, these items have been fully provided for. 185,293 Rs. 3,792,151 3,792,151 2,688,159 3,545,571 3,545,571 3,180,434 4,252,280 3,604,830 29,609,740 21,754,232 25,357,460 25,883,336 25,883,336 32,268,757 29,088,324 29,088,324 Computer (g) Measurement of the expected credit loss (ECL) allowance equipment - - - - - The measurement of the expected credit loss allowance for financial assets measured at - amortised cost is an area that requires significant assumptions about future economic conditions 9,888 9,888 639,025 389,026 389,026 770,809 770,809 Rs. (144,032) and credit behaviour (e.g. the likelihood of customers defaulting and the resulting losses). (144,032) 1,061,178 2,651,037 2,651,037 1,329,736 1,329,736 3,980,773 2,024,260 2,024,260 3,063,627 1,069,849 4,369,799 4,369,799 3,299,950 equipment A number of significant judgements are also required in applying the accounting requirements for and Fittings - - - - measuring ECL, such as: - - determining criteria for a significant increase in credit risk; (63,547) Rs. Other (384,570) 6,485,792 2,552,383 3,996,956 4,838,063 4,838,063 (1,159,085) (1,462,250) vehicles 14,810,670 14,810,670 31,884,473 31,884,473 86,374,754 86,374,754 10,439,331 27,430,980 27,430,980 25,398,681 25,398,681 - choosing appropriate models and assumptions for the measurement of ECL; 15,766,038 116,796,977 116,796,977 101,030,939 - - establishing the number and relative weightings of forward-looking scenarios for each type ------of debtor segment and the associated ECL; and 21,217 21,217 34,120 50,252 - establishing groups of similar financial assets for the purposes of measuring ECL. 22,944 Rs. 7,470,320 7,470,320 2,250,152 9,720,472 9,741,689 2,227,208 2,227,208 7,441,285 9,686,352 9,686,352 2,300,404 Plant and Plant machinery When using the simplified approach for measurement of expected credit loss for trade receivables, ------the application of a provision matrix requires significant assumptions and judgements, such as:

- determining the appropriate groupings of receivables into categories of shared credit risk Rs. 8,711,243 Buses 8,838,504 (8,419,338) (7,408,403) 93,123,189 12,974,750 91,941,268 71,683,526 (11,792,829) 70,799,853 94,426,029 94,426,029 (13,488,588) 164,806,715 178,295,303

characteristics; 165,225,881 ------determining the period over which historical loss rates are obtained to develop estimates of - expected future loss rates; 917,960 917,960 917,960 - determining the historical loss rates; Rs. 1,025,358 (2,700,000) 15,607,398 16,525,358 15,607,398 15,607,398 18,200,000 18,200,000 Buildings 16,525,358 16,525,358

- considering macro-economic factors and adjust historical loss rates to reflect relevantly and Garage ------future economic conditions; and - - calculating the expected credit losses. Rs. land (5,500,000) Freehold 81,300,000 81,300,000 75,800,000 75,800,000 75,800,000 75,800,000 75,800,000 75,800,000 75,800,000 75,800,000

At 30At June 2019 Scrapped Charge for the year Disposals At 30At June 2019 At 30At June 2018 Scrapped Scrapped Disposals Disposals At 30At June 2018 Charge for the year Additions Scrapped Transfer (note (a)) (note Transfer ACCUMULATED DEPRECIATION 1 JulyAt 2017 AMOUNT CARRYING At 30At June 2019 Disposals THE GROUP THE Additions PROPERTY, PLANT AND EQUIPMENT COST OR VALUATION 1 JulyAt 2017 At 30At June 2018 The transfer was in respect of buses initially acquired by cash and thereafter sold to Finlease Company Ltd. The transaction was then immediately restructured as an Operating Lease Arrangement with Finlease Company Ltd itself, with the Company as the lessee, at the end of 30 June 2017. In principle, this transaction was similar to a sale and leaseback arrangement.

110 RHT HOLDING LTD I 65 years I Leadership through Innovation ANNUAL REPORT 2019 111 NOTES TO THE FINANCIAL STATEMENTS NOTES TO THE FINANCIAL STATEMENTS for the year ended 30 June 2019 for the year ended 30 June 2019

5. PROPERTY, PLANT AND EQUIPMENT (cont’d) 5. PROPERTY, PLANT AND EQUIPMENT (cont’d)

Plant and Fittings and Computer THE GROUP THE COMPANY Total machinery equipment equipment 2019 2018 Rs. Rs. Rs. Rs. Rs. Rs. COST OR VALUATION At 30 June 2018 and 2017 42,734 1,463,664 3,757,403 5,263,801 Net book value 62,729,966 62,729,966 Additions 21,218 - 144,690 165,908 At 30 June 2019 63,952 1,463,664 3,902,093 5,429,709

(i) Bank borrowings are secured by fixed and floating charges on the assets of the Group. ACCUMULATED DEPRECIATION (ii) Leased assets in the Group financial statements included above comprise of buses and At 30 June 2018 and 2017 42,734 1,398,669 3,403,332 4,844,735 other vehicles as follows: Charge for the year 2,016 8,868 50,801 61,685 THE COMPANY Buses Vehicles Total At 30 June 2019 44,750 1,407,537 3,454,133 4,906,420 Rs. Rs. Rs. 2019 CARRYING AMOUNT Cost-Capitalised finance leases - 110,593,164 110,593,164 At 30 June 2019 19,202 56,127 447,960 523,289 Accumulated depreciation - (10,543,165) (10,543,165) At 30 June 2019 - 100,049,999 100,049,999 At 30 June 2018 - 64,995 354,071 419,066

2018 THE GROUP Cost-Capitalised finance leases 16,102,682 25,862,824 41,965,506 Fair value measurement of the Group’s freehold land and buildings Accumulated depreciation (6,885,782) (1,505,327) (8,391,109) At 30 June 2018 9,216,900 24,357,497 33,574,397 The Group’s freehold land and buildings were last revalued in June 2017 by Messrs NP Jeetun Chartered Valuation Surveyors, independent valuers not related to the Group. The fair value has been determined by the comparative method. The comparative method is based on comparison (iii) Lease liabilities are effectively secured as the rights to the leased assets revert to the of prices paid of similar properties within close vicinity of the site and adjusted to reflect the lessor in the event of default. characteristics of the subject property, at the relevant date. Messrs NP Jeetun Chartered Valuation Surveyors have appropriate qualifications and recent experience in the valuation of properties in the relevant locations. The basis of valuation in estimating the open market values have been (iv) Additions for the year are made up of the following: 2019 2018 effected in accordance with the principles set out by the International Valuation Standards Rs. Rs. Committee as per the International Valuation Application 1 (IVA 1) which deals with a valuation Financed by cash 13,686,402 10,448,511 for financial reporting and which is to be used in the context of International Financial Reporting Standards (IFRS) published by the International Accounting Standards Board (IASB). Financed by lease 84,625,259 22,895,276 98,311,661 33,343,787 At 30 June 2019, management has reassessed the fair value of the land and buildings and confirm that there has been no significant movement in the fair value of land and buildings. The amount of Capital expenditure financed by lease was treated as a non-cash transactions Details of the Group’s freehold land and garage and buildings and information about the fair value and excluded in the statements of Cash flows. hierarchy is classified under level 2 as at 30 June 2019 and 2018. There has been no transfers between levels 1 and 2 during the year. If freehold land and garage and buildings were stated at historical cost, the carrying amounts would have been as follows:

112 RHT HOLDING LTD I 65 years I Leadership through Innovation ANNUAL REPORT 2019 113 NOTES TO THE FINANCIAL STATEMENTS NOTES TO THE FINANCIAL STATEMENTS for the year ended 30 June 2019 for the year ended 30 June 2019

6. INVESTMENT PROPERTIES 7. INTANGIBLE ASSETS

THE GROUP in built Purchased Computer Trading 2019 2018 INTANGIBLE ASSETS Trademarks Total software goodwill software rights Fair value Rs. Rs. At 1 July, 84,084,681 73,000,000 Additions - 2,884,681 THE GROUP Rs. Rs. Rs. Rs. Rs. Rs. Scrappings (18,330) - COST AND VALUATION Transfer (note (a) ) - 8,200,000 At 1 July 2017 1,600,000 3,730,364 4,083,545 28,571 4,000,000 13,442,480 Net loss on revaluation of investment properties - - Additions 21,493 - 629,055 - - 650,548

At 30 June, 84,066,351 84,084,681 At 30 June 2018 1,621,493 3,730,364 4,712,600 28,571 4,000,000 14,093,028

Additions - - 119,801 - - 119,801 (a) The transfer of Rs.8.2m related to a transfer from property, plant and equipment (Note 4) to investment properties. The portion of land and buildings were owner-occupied from a Group At 30 June 2019 1,621,493 3,730,364 4,832,401 28,571 4,000,000 14,212,829 perspective and were being used by Island Communications Ltd. As from 1 July 2017, the property became vacant and was transferred under investment property under IAS 40. AMORTISATION (b) The fair value of the Group’s investment properties was last revalued in 2017 on the basis of a valuation At 1 July 2017 1,600,000 1,411,806 3,705,271 4,274 2,800,000 9,521,351 carried out by Messrs NP Jeetun Chartered Valuation Surveyors, independent valuers not related Charge for the year - - 277,548 - 400,000 677,548 to the Group. The fair value has been determined by the comparative method. The comparative At 30 June 2018 1,600,000 1,411,806 3,982,819 4,274 3,200,000 10,198,899 method is based on comparison of prices paid of similar properties within close vicinity of the site Charge for the year - - 435,149 - 400,000 835,149 and adjusted to reflect the characteristics of the subject property, at the relevant date. Messrs NP Jeetun Chartered Valuation Surveyors have appropriate qualifications and recent experience in the At 30 June 2019 1,600,000 1,411,806 4,417,968 4,274 3,600,000 11,034,048 valuation of properties in the relevant locations. The basis of valuation in estimating the open market values have been effected in accordance with the principles set out by the International Valuation CARRYING AMOUNT Standards Committee as per the International Valuation Application 1 (IVA 1) which deals with a At 30 June 2019 21,493 2,318,558 414,433 24,297 400,000 3,178,781 valuation for financial reporting and which is to be used in the context of International Financial Reporting Standards (IFRS) published by the International Accounting Standards Board (IASB). At 30 June 2018 21,493 2,318,558 729,781 24,297 800,000 3,894,129 The Group’s policy is to revalue its property every two years unless there is evidence that the fair value of the assets differs materially from the carrying amount. The Directors have re-assessed the fair Goodwill has been allocated for impairment testing purposes to the following cash generating unit (‘’CGU’’):

value of the investment properties as at 30 June 2019. They took into consideration current market THE GROUP conditions, made comparisons fo the carrying amount to recent observable transactions and held 2019 2018 discussions with their independent valuer to confirm their views of no significant change in the values. Rs. Rs. THE GROUP Cash-generating-unit - Island Communications Ltd 2,052,558 2,052,558 2019 2018 Cash-generating-unit - Transport and Micropayments System Ltd 266,000 266,000 Rs. Rs. 2,318,558 2,318,558 Freehold land 80,659,681 80,659,681

Buildings 3,406,670 3,425,000 The Group performs an impairment test on goodwill on an annual basis or more frequently, if 84,066,351 84,084,681 there are indications that goodwill might be impaired. The impairment test was performed using cash flow projections based on financial budgets approved by management covering a five year Details of the Group’s investment properties and information about the fair value hierarchy is classified span. The Directors have reviewed the carrying value of the goodwill and the opinion that at year under level 2 as at 30 June 2019. There has been no transfers between levels 1 and 2 during the year. end, the carrying value has not suffered any impairment loss (2018: nil) by virtue of the above fact whereby the recoverable amount is higher than carrying amount. A reasonable change in the The investment properties have been pledged to secure banking facilities within RHT Group of assumptions used would not cause the recoverable amount to fall below the carrying amount. companies.

114 RHT HOLDING LTD I 65 years I Leadership through Innovation ANNUAL REPORT 2019 115 NOTES TO THE FINANCIAL STATEMENTS NOTES TO THE FINANCIAL STATEMENTS for the year ended 30 June 2019 for the year ended 30 June 2019

7. INTANGIBLE ASSETS (cont’d) 8. INVESTMENT IN SUBSIDIARIES (cont’d)

Computer Class of THE COMPANY Type of Shareholding software Name of Company shares Principle activity holding held 2019 2018 COST AND VALUATION Rs RHT Bus Services Ltd Direct Ordinary Bus transport industry 100 100 At 30 June 2018 1,118,179

Additions - RHT Ventures Ltd Direct Ordinary Investment holding 100 100

At 30 June 2019 1,118,179 RHT Properties Ltd Direct Ordinary Estate properties 100 100

RHT Investments Ltd Direct Ordinary Investment holding 100 100 AMORTISATION

At 30 June 2018 574,965 * RHT Fund Management Ltd Direct Ordinary Management company - Non Trading NA 100

Charge for the year 186,675 Island Communications Ltd Indirect Ordinary Information technology 100 100 At 30 June 2019 761,640 RHT Systems India Private Limited Indirect Ordinary Information technology 100 100

CARRYING AMOUNT mychauffeur Ltd Indirect Ordinary Chauffeur services 100 100

At 30 June 2019 356,539 Fleet Pro Services Ltd Indirect Ordinary Maintenance and servicing of vehicles 100 100

Advance Institute of Motoring Ltd Indirect Ordinary Motoring training 100 100 At 30 June 2018 543,214 Hugnin Property Development Ltd Indirect Ordinary Estate properties 100 100

Transport and Micropayments 8. INVESTMENT IN SUBSIDIARIES System Ltd Indirect Ordinary Information technology 100 100

INVESTMENT IN SUBSIDIARIES THE COMPANY ICL Zambia Ltd Indirect Ordinary Information technology 100 100 2019 2018 * The subsidiary has been wound up during the year. Rs. Rs.

Unquoted at cost The subsidiary Companies are incorporated and carry activities in Mauritius except for At 1 July, 481,624,066 481,624,066 two subsidiaries, namely, RHT Systems India Private Limited and ICL Zambia Ltd, which Additions - Note (a) 15,000,000 - are incorporated in India and Zambia respectively. All the subsidiary Companies have a

Winding up of subsidiary - Note (b) (1,000,000) - June year-end. At 30 June, 495,624,066 481,624,066 Through its subsidiary RHT Investments Ltd, the investments in securities have been pledged to secure banking facilities of RHT Group of Companies.

(a) During the year, the Company acquired an additional 15,000 shares on issue at Rs 1,000 each for a consideration of Rs 15M. (b) During the year, the Company wound up one of its subsidiary namely RHT Fund Management Ltd and net proceeds of Rs 1M was received. (c) Investment in subsidiaries is stated at cost less impairment. The Directors have assessed the recoverable amounts of the investments and are of opinion that carrying amount has not suffered further impairment.

116 RHT HOLDING LTD I 65 years I Leadership through Innovation ANNUAL REPORT 2019 117 NOTES TO THE FINANCIAL STATEMENTS NOTES TO THE FINANCIAL STATEMENTS for the year ended 30 June 2019 for the year ended 30 June 2019

9. INVESTMENT IN ASSOCIATES 10. FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME 2019 2018 THE GROUP Rs. Rs. (i) Equity investments at fair value through other comprehensive income 2019 At 30 June, - - Rs. At 1J uly 440,103,714

Additions 15,317,296

(i) Investments in associates have been fully impaired since prior years. The results of the associate Disposals (100,273,451)

that is not individually material is listed below: Change in fair value recognised in OCI 14,596,594

Effective group shareholding At 30 June 369,744,153 Name of company Activity Type of holding Description 2019 2018 Less: non-current portion - % % Current portion 369,744,153 Showbizz Advertising on digital Indirect Ordinary shares 50 50 Entertainment Ltd screen

(ii) Fair value through other comprehensive income financial assets include the following:

(ii) The summarised financial information in respect of the associate that is not material is set out 2019 below. The summarised financial information below represents amount shown in the associate Rs. financial statements as at 30 June 2019 as prepared in accordance with IFRSs. Quoted:

Equity securities - [Mauritius] 334,109,754 2019 2018 Equity securities - [Other jurisdictions] 8,629,757 Rs. Rs. Non-current assets - Unquoted:

Current assets - 544,397 Equity securities - [Mauritius] 27,004,642 369,744,153 Non-current liabilities - -

Current liabilities - (19,836,179)

Unrecognised cumulative share of losses in the associate - (9,645,891) (iii) Financial assets measured at fair value through other comprehensive income include the Group’s strategic equity investments not held for trading. The Group has made an irrevocable election to Revenue - - classify the equity investments at fair value through other comprehensive income rather than through Loss for the year - - profit or loss because this is considered to be more appropriate for these strategic investments. The current portion relates to those assets the Group expects to sell within the next 12 months. In Other comprehensive income - - 2018, the Group had designated the investments as available-for-sale where management intended Group's share of associates loss - - to hold them for the medium to long-term (See Note 10A).

Dividend received from associates - - (iv) The fair value of quoted securities is based on published market prices. The fair value of the unquoted securities are based on observable market data and at cost. Unrecognised cumulative share of losses in the associate - -

118 RHT HOLDING LTD I 65 years I Leadership through Innovation ANNUAL REPORT 2019 119 NOTES TO THE FINANCIAL STATEMENTS NOTES TO THE FINANCIAL STATEMENTS for the year ended 30 June 2019 for the year ended 30 June 2019

10. FINANCIAL ASSETS AT FAIR VALUE THROUGH 10. FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME (cont’d) OTHER COMPREHENSIVE INCOME (cont’d)

(v) Fair value through other comprehensive income financial assets include the following: 10a INVESTMENT IN SECURITIES 2018 2019 THE GROUP Quoted Unquoted Total Rs. Rs. Rs. Rs. Quoted: (a) Available-for-sale investments At 1 July, 416,385,374 28,312,050 444,697,424 The Mauritius Commercial Bank 326,653,521 Additions during the year 75,364,303 71,300,672 146,664,975 SBM 1,842,237 Disposal during the year (138,761,958) (16,290,121) (155,052,079) Ciel Textile 690,200 Increase/(decrease) in fair value 9,290,133 (5,496,739) 3,793,394 ETF--US DOLLAR (IPATH BLOOMBERG COMMODITY) 1,344,830 At 30 June, 362,277,852 77,825,862 440,103,714 MCB AFRICA BOND FUND 2,488,305

AFRICA TOTAL RETURN FUND 1,090,660

SBM Maharaja Bond Fund 1,801,439 Available-for-sale investments (“AFS”) comprised principally of quoted and unquoted equity securities. SBM India Fund -Class B 616,602 The fair value of listed available-for-sale securities and held for trading securities were based on the AcM India Fund class 5,275,191 Stock Exchange and DEM quoted prices at the close of business at the end of the reporting date. ETF-SPDR MSCI WORLD ENERGY UCITS 936,523 Unquoted AFS investments were measured at fair value. Unquoted investments fall into two categories: investment in shares not quoted on any stock exchange in Mauritius and Unquoted: investment in funds with exposures in Exchange Traded Funds for which quotes are provided by brokers as a proxy to fair value. Pharmacie Nouvelle Ltee 3,195,103

Leal & Co. Ltd. 7,890,691 In assessing the fair value of unquoted shares, management used the dividend yield method by obtaining observable data from the financial statements of the investments and Ebene Car Park 15,918,851 analysing historical and forecast dividend yield. An expectation is then made of the next 369,744,153 year dividend yield, which is compared to dividend yields of similar companies which are listed on the Stock Exchange of Mauritius for reasonableness and this dividend yield is then (vi) Fair value through other comprehensive income financial assets are denominated in the following used to estimate the fair value of the securities. currencies: In assessing the fair value of unquoted Exchange Traded Funds, management used quotes as 2019 provided by brokers. The unadjusted Net Asset Value method of valuation is used as provided by Rs. brokers and makes assumptions that are based on market conditions existing at each reporting date.

MUR 356,190,603 The Directors are of the opinion that the Net Asset Values are not materially different from their fair values. USD 13,553,550 369,744,153 The cost of these investments is as follows: 2018 Rs. (vii) The Group holds 12.82% (2018:12.82%) of the ordinary of One Advertising Ltd which is considered Quoted Shares 223,256,752 as an Available-for-sale investments. This investment was already fully impaired in prior years. Unquoted Shares 64,190,314

287,447,066

The investments in securities have been pledged to secure banking facilities of the Group.

120 RHT HOLDING LTD I 65 years I Leadership through Innovation ANNUAL REPORT 2019 121 NOTES TO THE FINANCIAL STATEMENTS NOTES TO THE FINANCIAL STATEMENTS for the year ended 30 June 2019 for the year ended 30 June 2019

10. FINANCIAL ASSETS AT FAIR VALUE THROUGH 10. FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME (cont’d) OTHER COMPREHENSIVE INCOME (cont’d)

2018 (d) Impairment and risk exposure

Maturity Date Interest Rate Total (i) The loss allowance for financial assets at amortised cost as at 30 June, 2018 reconciles to the (b) Loans and receivables Rs. opening loss allowance on July 1, 2018 and to the closing loss allowance as at June 30, 2019 as follows: The Group

Deustche Bank bond 2020 2.95% 842,466

SBMH Bonds 2025 4.75% 17,398,705 Related parties Bonds Total

18,241,171 Rs. Rs. Rs.

Loss allowance at 30 June 2018 (IAS 39) - - -

Amounts restated through opening retained earnings - - -

10b FINANCIAL ASSETS AT AMORTISED COST Loss allowance at 1 July 2018 (IFRS 9) - - -

2019 Allowance recognised in profit or loss during the period - - -

Rs Rs Rs Loss allowance at 30 June 2019 - - -

Current Non-current Total

Corporate bonds (see Note e) 1,055,057 17,401,643 18,456,700

Other receivables (see Note b) - - (ii) The carrying amounts of the financial assets at amortised cost are denominated in the following currencies: 1,055,057 17,401,643 18,456,700 Less: Loss allowance for debt investments at amortised cost - - - 2019 (see Note d) 1,055,057 17,401,643 18,456,700 Rs USD 18,456,700

(b) Other receivables 18,456,700 These amounts generally arise from transactions outside the usual operating activities of the Company. Interest may be charged at commercial rates where the terms of repayment exceed six months. Collateral is not normally obtained. There is no exposure to price risk as the investments will be held to maturity. (e) In 2018, the Group classified the investments as held-to-maturity as they were non-derivative (c) Fair values of financial assets at amortised cost financial assets with fixed or determinable payments and fixed maturities the Group intended to, 2019 and was able to hold them to maturity (See Note 10a). The other fiancial assets at amortised cost

Rs. were accounted for as loans and receivables in the previous year.

Corporate bonds (previously classified as held-to-maturity) 18,456,700

Due to the short-term nature of the other current receivables, their carrying amount is considered to be the same as their fair value. For the majority of the non-current receivables, the fair values are also not significantly different to their carrying amounts.

122 RHT HOLDING LTD I 65 years I Leadership through Innovation ANNUAL REPORT 2019 123 NOTES TO THE FINANCIAL STATEMENTS NOTES TO THE FINANCIAL STATEMENTS for the year ended 30 June 2019 for the year ended 30 June 2019

11. FINANCIAL ASSETS AT FAIR VALUE THROUGH 12. INVENTORIES PROFIT OR LOSS THE GROUP 2019 2018 (a) The carrying amounts of the financial assets at fair value through profit or loss are classified as Rs. Rs. follows: Spare parts and consumables 4,143,464 9,026,348 Provision on stock losses and obsolescence - (238,624) Held-for-trading 4,143,464 8,787,724 2019 2018 The cost of inventories recognised as an expense amounts to Rs. 61.9M (2018: Rs.63.7M) and Rs. Rs. provision for slow moving items amounted to Rs nil (2018: Rs.0.238M). At 1 July, 130,520,400 128,628,800 The inventories have been pledged to secure banking facilities for the Group. Fair value gains 6,147,700 1,891,600

At 30 June, 136,668,100 130,520,400 13. TRADE AND OTHER RECEIVABLES Non-current 136,668,100 130,520,400 THE GROUP THE COMPANY Current - - 2019 2018 2019 2018 136,668,100 130,520,400 Rs. Rs. Rs. Rs. Denominated in the following currencies:

- Rupee 136,668,100 130,520,400 Trade receivables 34,779,734 18,320,427 1,688,598 -

- US Dollar - - Less: provision for impairment (6,030,217) (5,323,608) - -

136,668,100 130,520,400 Trade receivables - net 28,749,517 12,996,819 1,688,598 - Dividends receivable 8,657,221 7,862,117 22,640,000 7,057,058

Other receivables and prepayments 23,020,437 27,113,139 785,545 1,978 (b) Level 1 Level 2 Level 3 Total Amount due from fellow subsidiaries - - 10,953,885 1,885,728 Rs. Rs. Rs. Rs. 60,427,175 47,972,075 36,068,028 8,944,764 At 30 June 2019

Total 136,668,100 - - 136,668,100 The average credit period on trade and other receivables for the sale of goods is one month. Before accepting any new customer, the Group assesses the potential customer’s credit quality and define credit limits by customer. The attributes of the customers are reviewed on a yearly At 30 June 2018 basis. There is no interest charged on trade receivables for the sale of goods. Held-for-trading 130,520,400 - - 130,520,400 In determining the recoverability of a trade receivable, the Group considers any change in the Total 130,520,400 - - 130,520,400 credit quality of the trade receivable from the date credit was initially granted up to the reporting date. There is no concentration of credit risk at Group level. (c) In 2018, the Group classified financial assets at fair value through profit or loss if they were acquired (i) Impairment of trade receivables principally for the purpose of selling in the short term, ie held for trading. The Company applies the IFRS 9 simplified approach to measuring expected credit losses which (d) Financial assets at fair value through profit or loss are presented within the section on operating uses a lifetime expected loss allowance for all trade receivables. activities as part of changes in working capital in the statement of cash flows. To measure the expected credit losses, trade receivables have been grouped based on shared (e) Changes in fair values of financial assets at fair value through profit or loss are recorded in profit or credit risk characteristics and the days past due. loss.

124 RHT HOLDING LTD I 65 years I Leadership through Innovation ANNUAL REPORT 2019 125 NOTES TO THE FINANCIAL STATEMENTS NOTES TO THE FINANCIAL STATEMENTS for the year ended 30 June 2019 for the year ended 30 June 2019

13. TRADE AND OTHER RECEIVABLES (cont’d) 13. TRADE AND OTHER RECEIVABLES (cont’d)

The expected loss rates are based on the payment profiles of sales over a period of xx month In 2018, the impairment of trade receivables was assessed based on the incurred loss model. before 30 June 2018 or 1 July 2018 respectively and the corresponding historical credit losses Individual receivables which were known to be uncollectible were written off by reducing the carrying experienced within this period. The historical loss rates are adjusted to reflect current and forward- amount directly. The other receivables were assessed collectively to determine whether there was looking information on macroeconomic factors affecting the ability of the customers to settle the objective evidence that an impairment had been incurred but not yet been identified. For these receivables. The Company has identified the GDP and the unemployment rate of the countries in receivables, the estimated impairment losses were recognised in a separate provision for impairment. which it sells its goods and services to be the most relevant factors, and accordingly adjusts the (ii) The carrying amounts of the Group’s trade and other receivables are denominated in the following historical loss rates based on expected changes in these factors. currencies: On that basis, the loss allowance as at 30 June 2019 and 1 January 2018 (on the adoption of IFRS 9) was determined as follows for trade receivables: THE GROUP THE COMPANY 2019 2018 2019 2018 More than More than More than At 30 June 2019 Current Total Rs. Rs. Rs. Rs. 30 days past due 60 days past due 120 days past due Rupee 60,231,093 47,866,808 2,696,882 2,141,007 Rs. Rs. Rs. Rs. Rs. US Dollar 118,804 90,748 - - Expected loss rate x% x% x% x% x% UK Pound - - - - Gross carrying amount - Euro 18,142 14,520 - - trade receivable x x x x x Other currencies 69,138 - - - Loss allowance x x x x x 60,437,177 47,972,076 2,696,882 2,141,007 More than More than More than At 30 June 2018 Current Total 30 days past due 60 days past due 120 days past due Rs. Rs. Rs. Rs. Rs. (iii) The maximum exposure to credit risk at the reporting date is the fair value of each class of receivable Expected loss rate x% x% x% x% x% mentioned above. The Group does not hold any collateral as security. Gross carrying amount - (iv) In 2018, trade receivables were recognised initially at fair value and subsequently measured at trade receivable x x x x x amortised cost using the effective interest method, less provision for the impairment. A provision Loss allowance x x x x x for impairment of trade receivables was established when there was objective evidence that the Group/ Company would not be able to collect all amounts due according to the original terms of The closing loss allowances for trade receivables as at June 30, 2019 reconcile to the opening receivables. loss allowances as follows: (v) The amount due from related parties is unsecured, repayable on demand with interest-bearing of Trade receivables THE GROUP THE COMPANY 7% per annum. No allowance for doubtful debts has been provided on the basis that these debtors 2019 2018 2019 2018 are related entities within the Group and they are expected to be in good financial health once they Rs. Rs. Rs. Rs. progress out of their start-up phase into the growth stage, with the support of the Group. At 30 June (IAS 39) Amounts restated through opening retained earnings 14. STATED CAPITAL Loss allowance as at 1 July 2018 THE GROUP THE COMPANY (IFRS 9) 2019 2018 2019 2018 Loss allowance recognised in profit or loss Number of Number of Rs. during the year shares shares Receivables written off during the year as Issued and fully paid ordinary shares uncollectible Ordinary shares issued 12,162,150 12,162,150 24,324,300 24,324,300 Unused amount reversed At 30 June 2019 The ordinary shares are entitled to dividend and one share carry one voting right.

126 RHT HOLDING LTD I 65 years I Leadership through Innovation ANNUAL REPORT 2019 127 NOTES TO THE FINANCIAL STATEMENTS NOTES TO THE FINANCIAL STATEMENTS for the year ended 30 June 2019 for the year ended 30 June 2019

15. BORROWINGS 16. DEFERRED TAX AND TAXATION (cont’d)

THE GROUP 2019 2018 Deferred tax liabilities and deferred tax assets charge in the statement of profit or loss and other Rs. Rs. comprehensive income are attributable to the following items: Repayable by instalments: Recognised - Within one year 63,015,395 51,116,900 Recognised in in other THE GROUP 2018 2019 - Between one and five years 32,665,122 31,450,276 profit or loss comprehensive income - Over five years - 7,331,159 Rs. Rs. Rs. Rs. 32,665,122 38,781,435 Deferred taxes 95,680,517 89,898,335 Accelerated capital allowances 596,178 - - 596,178 The floating interest rate charged by the bank on a secured loan repayable by monthly instalments Revaluation of land and building 80,681 - - 80,681 is based on the Prime Lending Rate (“PLR”) prevailing in Mauritius, plus Fixed Margins which 676,859 - - 676,859 vary between 0.25% to 1.25% per annum. The rates ranged between a minimum of 5.60%, that is 6.85%. During the year ended 30 June 2019, the PLR decreased to 5.60%. The loans are Retirement benefit obligations (164,471) 8,160 98,430 (57,881) secured by the assets of the Group. Provision for bad debts (167,445) - - (167,445) (331,916) 8,160 98,430 (225,326)

16. DEFERRED TAX AND TAXATION Net deferred tax assets 344,943 8,160 98,430 451,533 (a) Deferred taxes Deferred tax is calculated on all temporary differences under the liability method at 17% (2018: 17%). Recognised The following amounts are shown in the Statement of Financial Position: Recognised in in other 2017 2018 profit or loss comprehensive THE GROUP THE COMPANY income 2019 2018 2019 2018 Rs. Rs. Rs. Rs. Rs. Rs. Rs. Rs. Deferred taxes Deferred tax assets (72,443) (179,033) (72,443) (179,033) Accelerated capital allowances 373,603 222,575 - 596,178 Deferred tax liabilities 523,976 523,976 - - Revaluation of land and building 80,681 - - 80,681 454,284 222,575 - 676,859 The movement on the deferred tax account is as follows: Retirement benefit obligations (168,471) - 4,000 (164,471) THE GROUP THE COMPANY Provision for bad debts (133,615) (33,830) - (167,445) 2019 2018 2019 2018 (302,086) (33,830) 4,000 (331,916) Rs. Rs. Rs. Rs.

At 1 July, 344,943 152,198 (179,033) (183,033) Net deferred tax assets 606,482 411,320 4,000 344,943 Recognised in profit or loss Charge for the year 8,160 24,632 8,160 - Underprovision in previous years - 164,113 - - 2019 2018 8,160 188,745 8,160 - Rs. Rs. Recognised in other comprehensive income Tax losses not accounted for 63,736,274 Deferred tax on retirement benefit obligations 98,430 4,000 98,430 4,000 At 30 June, 451,533 344,943 (72,443) (179,033)

128 RHT HOLDING LTD I 65 years I Leadership through Innovation ANNUAL REPORT 2019 129 NOTES TO THE FINANCIAL STATEMENTS NOTES TO THE FINANCIAL STATEMENTS for the year ended 30 June 2019 for the year ended 30 June 2019

16. DEFERRED TAX AND TAXATION (cont’d) 16. DEFERRED TAX AND TAXATION (cont’d)

Deferred tax assets are recognised for net tax losses only to the extent that the related tax benefit The expiry dates for the tax losses are as follows: Tax losses Expiry date is probable. The Group has net tax losses relating to its subsidiaries to carry forward against future Rs Rs taxable income which have not been recognised due to the unpredictability of future profit streams. 30 June 2009 9,356,951 Indefinite 30 June 2010 27,717,222 Indefinite Recognised Recognised in in other 30 June 2012 14,220,434 Indefinite THE COMPANY 2018 2019 profit or loss comprehensive 30 June 2013 715,124 30 June 2018 income 30 June 2014 680,942 30 June 2019 Rs. Rs. Rs. Rs. 30 June 2015 1,631,824 30 June 2020 Deferred taxes 30 June 2015 3,532,250 Indefinite Accelerated capital allowances (14,562) - - (14,562) 30 June 2016 5,881,527 Retirement benefit obligations (164,471) 8,160 98,430 (57,881) 63,736,274 Net deferred tax assets (179,033) 8,160 98,430 (72,443) Tax liability THE GROUP 2019 2018 Recognised Recognised in in other Rs. Rs. THE COMPANY 2017 2018 profit or loss comprehensive At 1 July, 2,267,841 1,901,850 income Rs. Rs. Rs. Rs. Net tax liability brought forward 2,267,841 1,901,850 Deferred taxes Current year tax liability 1,142,015 1,969,437 Less: Accelerated capital allowances (14,562) - - (14,562) Tax paid (2,180,003) (1,603,446) Retirement benefit obligations (168,471) 4,000 (164,471) At 30 June , 1,229,853 2,267,841 Net deferred tax assets (183,033) - 4,000 (179,033) Analysed as follows: (b) Taxation Tax asset (Note 13) - Tax liability 1,229,853 2,267,841 THE GROUP AND THE COMPANY 1,229,853 2,267,841 Deferred tax is calculated on all temporary differences under the liability method at 17% (2018: 17%). Tax paid in excess is included under other receivables in Note 13. The following amounts are shown in the Statement of Financial Position: Major components of tax expense: THE GROUP THE COMPANY The Group is taxable at the rate of % (2018: 17%) on companies incorporated in Mauritius, at x 2019 2018 2019 2018 % (2018: 30%) on its Indian operations as adjusted for tax purposes and at 35% (2016: nil) on its Zambian operations as adjusted for tax purposes. The Company is taxable at 17% on the profit for Rs. Rs. Rs. Rs. the year as adjusted for income tax purposes. The Group has accumulated tax losses of Rs. xx (2018: Tax expense Rs.63,736,274); and the Company Rs.xx (2018: Rs 365,050) to offset against future taxable income. Current tax expenses 1,142,015 1,969,437 - - The time limit for using such tax losses is 5 years. Over provision in last year taxation - - - - 1,142,015 1,969,437 - - Tax losses amounting to Rs.54,826,857 can be carried forward indefinitely as these arise on capital allowances on buses which the Group has availed to on its bus operating subsidiary. Deferred tax Deferred tax expense (Note 16(a)) 8,160 24,632 8,160 - Underprovision in previous years - 164,103 - - 8,160 188,735 8,160 - Tax expense/(income) 1,150,175 2,158,172 8,160 -

130 RHT HOLDING LTD I 65 years I Leadership through Innovation ANNUAL REPORT 2019 131 NOTES TO THE FINANCIAL STATEMENTS NOTES TO THE FINANCIAL STATEMENTS for the year ended 30 June 2019 for the year ended 30 June 2019

16. DEFERRED TAX AND TAXATION (cont’d) 17. EMPLOYEE BENEFIT LIABILITIES (cont’d)

Numerical reconciliation between tax expenses and the product of accounting profit multiplied by The details of the component of the unfunded retirement benefit obligation as per the actuarial the applicable tax rate report is detailed below for the year ended 30 June 2019.

Major components of tax expense: THE GROUP THE COMPANY THE GROUP THE COMPANY 2019 2018 2019 2018 2019 2018 2019 2018 Rs. Rs. Rs. Rs. Rs. Rs. Rs. Rs. (Loss)/profit before taxation (7,856,948) 24,056,692 8,948,970 (9,002,287)

Liability recognised in the statement of 39,223,000 46,543,000 113,000 740,000 Tax at the applicable tax rate 17% (1,335,681) 4,089,638 1,521,325 (1,530,389) financial position Less: Tax effect of:- Expenses not deductible in determining taxable profits 314,085 4,498,457 Tax loss utilised - - Amount recognised in the statement of profit or loss: Deferred tax movement not recognised 7,210,273 - THE GROUP THE COMPANY Exempt income (9,791,852) (2,968,068) 2019 2018 2019 2018 Corporate social responsibility 167,915 - Tax rate differentials - - Rs. Rs. Rs. Rs. Over provision in taxation for prior year - - Current service cost 2,957,000 3,054,000 145,000 134,000 Underprovision in deferred taxation for prior year 168,113 - Past service cost 365,000 - - 3,000

- (1,931,466) - 1,530,389 Net interest on net defined benefit 2,681,000 2,770,000 39,000 38,000

Included in staff costs 6,003,000 5,824,000 184,000 175,000 Tax expense/(income) (1,335,681) 2,158,172 1,521,325 0

17. EMPLOYEE BENEFIT LIABILITIES Components of amounts recognised in Other Comprehensive Income:

The Group and the Company has an unfunded plan which relates to employees who are entitled THE GROUP THE COMPANY to retirement gratuities under the Employment Rights Act 2008. The liability under the unfunded 2019 2018 2019 2018

plan is typically impacted by changes in the discount rate and salary growth. Rs. Rs. Rs. Rs.

The valuation of the unfunded retirement benefit obligations for the year ended 30 June 2019 Liability experience (gain)/loss (4,133,000) (772,000) (573,000) (67,000) is based on figures reported in the report from actuaries Aon Hewitt Ltd (Actuarial Valuer) and Liability loss/(gain) due to change in financial (1,095,000) 2,274,000 (6,000) 45,000 applying accounting estimates as determined by the Directors. assumptions (5,228,000) 1,502,000 (579,000) (22,000) Movement in liability recognised in the statement of financial position:

THE GROUP THE COMPANY 2019 2018 2019 2018 Rs. Rs. Rs. Rs. At 1 July 46,543,000 45,924,000 740,000 587,000 Amount recognised in SCI 6,003,000 5,824,000 184,000 175,000 Amount recognised in OCI (5,228,000) 1,502,000 (579,000) (22,000) Benefits paid (8,095,000) (6,707,000) (232,000) - At 30 June 39,223,000 46,543,000 113,000 740,000

132 RHT HOLDING LTD I 65 years I Leadership through Innovation ANNUAL REPORT 2019 133 NOTES TO THE FINANCIAL STATEMENTS NOTES TO THE FINANCIAL STATEMENTS for the year ended 30 June 2019 for the year ended 30 June 2019

17. EMPLOYEE BENEFIT LIABILITIES (cont’d) 18. OBLIGATIONS UNDER FINANCE LEASES

THE GROUP Reconciliation of the present value: 2019 2018 THE GROUP THE COMPANY Rs. Rs. 2019 2018 2019 2018 Minimum lease payments: Rs. Rs. Rs. Rs. Not later than 1 year 25,693,593 6,686,040 Present value of obligation at 1 July 46,543,000 45,924,000 740,000 587,000 Later than 1 year and not later than 5 years 87,217,222 16,525,719 Current service cost 2,957,000 3,054,000 145,000 134,000 After 5 years - 3,977,262 Interest expense 2,681,000 2,770,000 39,000 38,000 112,910,815 27,189,021 Past service cost 365,000 - - 3,000 Less: Future finance charges on finance leases (15,100,732) (4,004,914) Other benefits paid (8,095,000) (6,707,000) (232,000) - Present value of finance lease liabilities 97,810,083 23,184,107 Liability experience (gain)/loss (4,133,000) (772,000) (573,000) (67,000) Present value of minimum lease payments: Liability loss/(gain) due to change in Not later than 1 year 19,785,327 5,301,615 financial assumptions (1,095,000) 2,274,000 (6,000) 45,000 Later than 1 year and not later than 5 years 78,024,756 14,157,347 Present value of obligation at 30 June 39,223,000 46,543,000 113,000 740,000 After 5 years - 3,725,145 97,810,083 23,184,107 The principal assumptions used for the purpose of computing the present value of the unfunded retirement benefit obligations: Finance leases relate to buses and motor vehicles with lease terms between 3 to 5 years. The Group THE GROUP AND THE COMPANY has options to purchase the assets for a nominal amount at the conclusion of the lease agreements. % % Leased liabilities are effectively secured as the rights to the leased assets revert to the lessor in Annual discount rate 6.1 6.3 the event of default. Future annual salary increase 3.8 4.2 The fair value of the finance lease liabilities is approximately equal to their carrying amount. Average retirement age (ARA) 65 65 The fixed interest rate prevailing on the obligation under finance lease during the year was between the range of 6.75% to 7.5% (2018: 6.75% to 7.5%). Sensitivity Analysis on Defined Benefit Obligation at End of Period THE GROUP AND THE COMPANY 2019 2018 19. TRADE AND OTHER PAYABLES % % - Increase due to 1% decrease in discount rate - RHT Holding Ltd 32,000 105,000 Reconciliation of the present value: THE GROUP THE COMPANY - RHT BUS Services Ltd 5,300,000 5,933,000 2019 2018 2019 2018 - Decrease due to 1% decrease in discount rate - RHT Holding Ltd 23,000 85,000 Rs. Rs. Rs. Rs. - RHT BUS Services Ltd 4,452,000 4,987,000 Trade payables 14,061,783 15,393,245 - 2,427,335 - Increase due to 1% increase in salary increase rate - RHT Holding Ltd 33,000 69,000 Other payables and accruals 30,722,642 7,984,956 17,222,587 655,064 - RHT BUS Services Ltd 5,586,000 6,083,000 Amount due to related companies (Note 30) - - 84,710,354 68,948,854 - Decrease due to 1% decrease in salary increase rate - RHT Holding Ltd 24,000 60,000 44,784,425 23,378,201 101,932,941 72,031,253 - RHT BUS Services Ltd 4,749,000 5,194,000 Future cash flows The average credit period on purchases is two months. The Group and the Company have financial - The funding policy is to pay benefits out of the reporting entity’s cashflow as and when due. risk management policies in place to ensure that all payables are paid within the credit timeframe. - Expected contributions from employer Group Rs.191,000 (Company Rs. - Nil). The amount due to related companies are unsecured, and carries interest at the rate of 7% - Weighted average duration of the defined benefit obligation: RHT Holding Ltd 11 years (2018: 7%) per annum and repayable on demand to the extent that the Company has the ability RHT Bus Services 13 years to settle amounts due.

134 RHT HOLDING LTD I 65 years I Leadership through Innovation ANNUAL REPORT 2019 135 NOTES TO THE FINANCIAL STATEMENTS NOTES TO THE FINANCIAL STATEMENTS for the year ended 30 June 2019 for the year ended 30 June 2019

20. DIVIDEND 21. SEGMENTAL REPORTING (cont’d)

Dividend distribution to the Company’s shareholders is recognised as a liability in the Group’s its segment assets by geographical location are detailed below: financial statements in the period in which the dividend are declared. The liability is extinguished when actual payments are made to the shareholders.

THE GROUP AND THE GROUP THE COMPANY 2019 2018

2019 2018 GEOGRAPHICAL Rs. Rs.

Rs. Rs. Geographical revenue: Interim dividend Mauritius 270,916,907 253,359,269 Interim ordinary dividend of Rs. 0.50 (2018: Rs.0.60) per ordinary share 6,081,075 6,081,075 India - - Dividend declared Zambia 4,816,690 2,588,064 Final ordinary dividend of Rs. 0.40 (2018: Rs.0.50) per ordinary share 4,864,860 7,297,290 Total revenue 275,733,597 255,947,333 10,945,935 13,378,365

At 1 July 13,378,365 7,297,290 Geographical results: Dividend declared during the year 10,945,935 13,378,365 Mauritius (8,608,437) 25,206,543 Dividend paid (13,057,631) (7,297,290) India - (650,000) At 30 June 11,266,669 13,378,365 Zambia 751,489 (499,851) On 13 November 2018, the Board of Directors declared an interim dividend of Rs.0.50 per Profit before tax (7,856,948) 24,056,692 ordinary share (2018: Rs.0.60) and a final dividend of Rs.0.40 per ordinary share (2018: Rs.0.50)

on 30 June 2019. Segment assets

Mauritius 1,025,486,100 952,540,911

India - -

21. SEGMENTAL REPORTING Zambia 710,387 1,156,768 Information regarding the Group’s reportable segments is presented below. 1,026,196,488 953,697,679 Products and services from which reportable segments derive their revenues Segment liabilities Segment information reported externally are analysed on the basis of the business segments provided by the Group’s operating divisions (i.e. Bus operating services, investing activities, rental Mauritius 348,980,226 258,257,300 of offices and trading activities). Information reported to the Group’s chief operating decision India 1,448,101 798,101 maker is more specifically focused on these business segments. Zambia 2,017,449 - Geographical information 352,445,776 259,055,401 The Group operates in two principal geographical areas - Mauritius (country of domicile) and Zambia for its subsidiary ICL Zambia Ltd. The Group’s revenue from continuing operations from external customers and information about

136 RHT HOLDING LTD I 65 years I Leadership through Innovation ANNUAL REPORT 2019 137 NOTES TO THE FINANCIAL STATEMENTS NOTES TO THE FINANCIAL STATEMENTS for the year ended 30 June 2019 for the year ended 30 June 2019

21. SEGMENTAL REPORTING (cont’d) 21. SEGMENTAL REPORTING (cont’d) - - Rs. Rs. 677,548 523,976 650,548 2018 2018 1,891,600 2,884,681 59,020,410 59,020,410 (8,527,617) 24,056,692 96,337,407 96,337,407 42,956,536 32,584,309 20,843,676 33,343,787 162,194,018 255,947,333 255,947,333 (24,287,636) 953,697,679 953,697,679 953,697,679 953,697,679 280,234,969 280,234,969 259,055,401

- - - Total Total Rs. 119,801 835,149 523,976 523,976 Rs. 2019 6,147,700 2019 6,502,011 6,502,011 19,359,254 (7,856,949) 45,086,022 98,311,661 98,311,661 98,311,661 98,311,661 307,796,136 307,796,136 247,177,853 275,733,597 275,733,597 104,743,948 (14,358,960) (32,062,540) 352,445,777 352,445,777 1,026,196,488 1,026,196,488 1,026,196,488 1,026,196,488 - - - - - Rs. (31,937) 2018 Rs. 677,548 3,301,572 650,548 2018 59,400,510 56,764,863 (6,538,024) (2,635,647) 5,415,653 5,415,653 11,001,851 31,258,290 31,258,290 54,265,030 ------Rs. (89,081) 459,268 99,138 2019 Rs. 2,971,161 420,161 2019 34,020,054 34,020,054 Trading and service and fee Trading 3,267,624 2,520,013 2,718,584 22,457,107 Trading and service and fee Trading ------36 Rs. 2018 Rs. 3,529,754 2018 (3,529,754) 1,319,574 (1,282,685) (3,236,752) 1,015,333 1,015,333 2,472,850 2,472,850 2,884,681 176,238,567 ------Rs. Rental of offices 530,881 2019 64,794 20,663 20,663 Rs. Rental of offices 2019 11,894,356 11,894,356 11,894,356 11,894,356 (3,564,219) 4,567,782 4,567,782 207,341,067 207,341,067 ------29,453 29,453 (16,744) Rs. 2018 Rs. 1,891,600 2018 59,020,410 59,020,410 18,122,235 18,122,235 52,099,087 (18,122,235) 13,848,739 13,848,739 611,981,639

------Rs. 2019 Investing activities Investing (406,712) 6,147,700 Rs. 5,310,013 5,310,013 186,675 165,907 165,907 2019 Investing activities Investing 19,359,254 32,062,540 (32,062,540) 45,387,534 45,387,534 773,115,917 773,115,917 ------Rs. 2018 Rs. 765,924 2018 39,625,475 (5,242,183) 199,182,470 199,182,470 (11,694,069) 14,412,690 14,412,690 69,013,967 111,212,443

------Rs. 2019 Rs. 163,519 2019 44,626,754 Bus operating servicesBus (2,310,044) (10,298,948) 229,819,186 229,819,186 229,819,186 229,819,186 95,427,169 51,521,008 95,625,740 95,625,740 Bus operating servicesBus 23,282,397

nformation about major customers Investment income Investment Segment revenue from revenue Segment external customers Gain/(loss) on financial asset at FVTPL Segment assetsSegment Segment revenue from revenue Segment operatingother segments Group within incomeOther Associates Segment assetsSegment consist primarily property, of plant properties, and equipment, investment in securities, investment inventories, in associates,receivables and investment intangible share of assets, cash and cash taxation. and equivalents deferred liabilitiesSegment comprise operating liabilities such items taxation and as exclude deferred and borrowing. Capital expenditure comprises additions property, to plant properties and equipment, investment and intangible assets. I There is no single customer who generates more than 10% of the revenues of the and Group of the Company. the revenues of There is no single more customer than 10% who generates Depreciation and amortisation: Property, Plant and Plant Property, Equipment Intangible assetsIntangible Additions to: to: Additions and Plant Property, Equipment Investment propertyInvestment The accounting policies of the reportable segments are the same as the Group’s accounting policies described in Note 2. profitSegment represents the profit-earned byeach segment, ofshare results of associates andfinance costs. This is the measure reported to the chief operating decision the purposes for resource maker of allocation and assessment segment of performance Segment results and revenue and reportable results by revenue segments: The following is an analysis the Group’s of Segment assets liabilities and Segmental Revenue of revaluation on Loss propertiesinvestment Finance costs Finance Segment liabilitiesSegment Borrowings taxDeferred liabilities Intangible assetsIntangible Segment results - from (Loss)/profit Operations before (Loss)/profit taxation

138 RHT HOLDING LTD I 65 years I Leadership through Innovation ANNUAL REPORT 2019 139 NOTES TO THE FINANCIAL STATEMENTS NOTES TO THE FINANCIAL STATEMENTS for the year ended 30 June 2019 for the year ended 30 June 2019

22. OTHER INCOME 24. ADMINISTRATIVE EXPENSES

THE GROUP THE COMPANY THE GROUP THE COMPANY 2019 2018 2019 2018 2019 2018 2019 2018 Rs. Rs. Rs. Rs. Rs. Rs. Rs. Rs. Interest on savings accounts 145 26,570 - 721 Staffs’ wages and salaries 43,716,667 44,096,046 12,579,870 10,688,240 Bus advertising 2,080,043 1,643,600 - - Motor vehicle running expenses 1,599,669 2,005,334 - - Insurance claims 432,302 753,434 - - Advertising 3,121,282 5,769,828 490,241 926,100 Profit on disposal of property, plant and 5,056,639 8,029,308 - - equipment Utilities and rentals 5,762,296 2,640,378 174,670 483,232 Other income* 10,841,358 7,549,251 - 28,734 Repairs and maintenance 775,894 1,107,471 - -

Financial support** 26,675,535 24,954,373 - - General expenses 7,520,377 5,319,443 3,167,990 2,445,447

Monthly support fee - - 5,015,462 - Depreciation 4,184,596 4,375,639 61,685 11,897

Interest from intercompany balances - - 106,055 75,422 Amortisation 835,149 677,548 186,675 78,226 45,086,022 42,956,536 5,121,517 104,877 Professional fees 6,727,366 6,655,093 2,845,610 6,655,093

* Other Income includes refund received on accident and income from sale of scrapped metal. Training expenses 1,132,384 1,636,500 - 251,700 ** Financial Support relates to subsidy received from Government to help bus operators cater for increases in the price of diesel. Allowance for doubtful debt 1,044,957 1,088,655 - -

Security office 1,176,885 - - -

Increase in provision for impairment 1,044,958 - - - 23. OPERATING EXPENSES Other sundry expenses 10,840,212 5,563,280 4,406,609 438,390 89,482,691 80,935,216 23,913,349 21,978,326

THE GROUP 2019 2018 Rs. Rs. 25. FINANCE COSTS Drivers’ and conductors’ wages and salaries 119,768,065 126,233,185 Cost of tyres, tubes and fuel 49,808,227 49,391,245 Cost of spare parts 13,843,835 17,177,960 THE GROUP THE COMPANY Cost of stationery, ticket and rolls 228,789 147,474 2019 2018 2019 2018 WIFI expenses 7,450 1,585,324 Rs. Rs. Rs. Rs. Insurance 4,824,105 5,426,964 Interest paid on: Software and support 5,180,282 6,021,999 Depreciation 19,200,826 16,468,037 Bank loans 6,338,076 5,886,660 - - Outsourcing 1,053,687 3,874,289 Bank overdrafts 3,118,369 2,440,676 385,822 15,792 Cost of equipment sold 6,796,476 6,707,727 Obligations under finance Leases 4,608,573 200,281 - - Provision for stock losses and obsolescence - 238,625 Loan from Group companies - - 3,935,916 4,467,394 Operating lease rentals 11,231,502 7,216,815 Others 293,941 - - - SIM card charges 2,750,509 - 14,358,959 8,527,617 4,321,738 4,483,186 Repairs and maintenance 4,238,860 - Other operating expenses 11,409,258 5,806,710 250,341,871 246,296,354

140 RHT HOLDING LTD I 65 years I Leadership through Innovation ANNUAL REPORT 2019 141 NOTES TO THE FINANCIAL STATEMENTS NOTES TO THE FINANCIAL STATEMENTS for the year ended 30 June 2019 for the year ended 30 June 2019

26. EARNINGS PER SHARE 29. COMMITMENTS Capital commitments THE GROUP Capital commitment for the acquisition of new motor vehicles, computer equipment, electronic 2019 2018 equipment, furniture and fittings and new bus depot which have been approved by the Board but Rs. Rs. not yet contracted for is as disclosed below: Basic and diluted earnings per share (Loss)/profit for the year attributable to owners of the Company (9,007,123) 21,898,520 THE GROUP 2019 2018

Equity shares in issue 12,162,150 12,162,150 Rs. Rs. - Property, plant and equipment 109,700,000 94,991,184 Basic and diluted earnings per share (0.74) 1.80

As the Company has not issued any class of share, option or otherwise which have dilution potential, the basic and diluted earnings per share are therefore the same. 30. RELATED PARTY TRANSACTIONS 27. NET ASSET VALUE PER SHARE Related parties are entities with common direct or indirect shareholders and/or Directors. Parties are considered to be related if one party has the ability to control the other party or exercise significant influence over the other party in making financial and operating decisions. THE GROUP THE COMPANY THE GROUP 2019 2018 2019 2018 Transactions between the Company and its subsidiaries, which are related parties of the Company, Rs. Rs. Rs. Rs. have been eliminated on consolidation. Net asset value per share Equity attributable to holders of the THE COMPANY 673,750,711 694,642,278 408,405,739 409,930,294 Company Details of transactions between the fellow subsidiaries are disclosed below:

Equity shares in issue 12,162,150 12,162,150 12,162,150 12,162,150 Oustanding balances : Amount payable to Amount receivable from Dividend receivable Rental payable subsidiaries subsidiaries Net asset per share 55.40 57.12 33.58 33.71 2019 2018 2019 2018 2019 2018 2019 2018

Rs. Rs. Rs. Rs. Rs. Rs. Rs. Rs.

84,710,354 68,948,854 10,953,885 1,885,728 22,640,000 7,057,058 - - 28. CASH AND CASH EQUIVALENTS

Nature and volume of transaction THE GROUP THE COMPANY Wages, salaries, rental and 2019 2018 2019 2018 other expenses paid by Costs recharges Dividend Rental expenses Rs. Rs. Rs. Rs. the subsidiary on behalf of holding company Cash at bank and in hand 68,141,162 9,881,611 2,787,827 4,369,769 2019 2018 2019 2018 2019 2018 2019 2018

Bank overdraft (53,687,253) (49,111,576) (13,713,843) - Rs. Rs. Rs. Rs. Rs. Rs. Rs. Rs.

14,453,908 (39,229,965) (10,926,016) 4,369,769 (26,502,009) - (10,945,935) (13,378,365) 561,492 468,175

142 RHT HOLDING LTD I 65 years I Leadership through Innovation ANNUAL REPORT 2019 143 NOTES TO THE FINANCIAL STATEMENTS NOTES TO THE FINANCIAL STATEMENTS for the year ended 30 June 2019 for the year ended 30 June 2019

30. RELATED PARTY TRANSACTIONS (cont’d) 32. OPERATING LEASE ARRANGEMENTS (cont’d)

All inter-company loan bear interest at 7% per annum (2018: 7% per annum). The loans are Non-cancellable operating lease receivables THE GROUP unsecured and repayable on demand to the extent that the Company has the ability to settle the 2019 2018 amount due. Rs. Rs.

For the financial year ended 30 June 2019, the Company assessed that no provision for impairment Not later than 1 year 43,854,256 19,217,672 losses relating to amounts owed by related parties is necessary (2018: nil). This assessment is Later than 1 year and not longer than 5 years 143,171,670 63,548,005 undertaken each financial year through examining the financial position of the related party and the market in which the entity related party operates. 187,025,925 82,765,677

Compensation of key management personnel

Lease income recognised on a straight-line basis THE GROUP THE GROUP THE COMPANY 2019 2018 2019 2018 2019 2018 Rs. Rs. Short term benefit Rs. Rs. Rs. Rs. Income from leased asset 33,486,864 12,233,661 - Executive 5,718,281 8,418,049 -

- Non-Executive 2,350,439 2,760,481 2,350,439 2,760,481 The Group as a lessee 8,068,719 11,178,530 2,350,439 2,760,481 The Group enterred into an Operating Lease arrangement with Finlease Company Ltd for 12 buses and 2 coaches. The lease term is 5 years. The operating lease also includes vehicles with a lease of 3 years. The lessee does not have an option to purchase the 31. INVESTMENT INCOME equipment at the expiry of the lease period.

Non-cancellable operating lease payable THE GROUP THE GROUP 2019 2018 2019 2018 Rs. Rs. Rs. Rs. Not later than 1 year 7,608,452 8,138,934 Dividend Income 18,751,597 17,794,639 Later than 1 year and not longer than 5 years 14,779,912 21,347,824 (Loss)/profit on sale of investments (280,476) 41,225,771 22,388,364 29,486,758 Interest income 888,133 -

19,359,254 59,020,410 Lease expense recognised on a straight-line basis THE GROUP 2019 2018 32. OPERATING LEASE ARRANGEMENTS Rs. Rs. Rental expenses 8,355,107 7,216,818 The Group as a lessor Operating leases relate to the equipment owned by the Group with lease terms between 1 and 3 years. Operating lease also includes vehicles owned by the Group with lease term of 5 years. The lessee does not have an option to purchase the equipment or the vehicles at the expiry of the lease period.

144 RHT HOLDING LTD I 65 years I Leadership through Innovation ANNUAL REPORT 2019 145 NOTES TO THE FINANCIAL STATEMENTS NOTES TO THE FINANCIAL STATEMENTS for the year ended 30 June 2019 for the year ended 30 June 2019

33. (LOSS)/PROFIT BEFORE TAX 35. OTHER ASSETS

(Loss)/profit from operations is arrived at after: THE GROUP THE GROUP 2019 2018 2019 2018

Charging: Rs. Rs. Rs. Rs.

Allowances for doubtful debt 1,044,957 1,088,655 Non-Current

Amortisation of intangible assets 835,149 677,548 Other assets 4,245,600 6,368,400 Staff costs 163,484,732 170,329,232

Depreciation on plant and equipments 23,385,422 20,843,676 Current

Other assets 2,122,800 2,122,800

THE COMPANY Other assets consist of upfront payments made to Bus manufacturers and suppliers to reduce the 2019 2018 operating lease rentals paid to the lessor on new buses acquired. The amount is being amortised Rs. Rs. over the operating lease term being 5 years. Staffs costs 12,579,870 10,903,980 36. DEFERRED INCOME

34. GOVERNMENT GRANT THE GROUP 2019 2018

Rs Rs THE GROUP At 1 July, 10,770,000 - 2019 2018 Government grant received during the year - 13,300,000 Rs. Rs. Government grant released during the year (2,530,000) (2,530,000) Government grants received for: At 30 June, 8,240,000 10,770,000 Bus fare, wages and diesel - 79,732,073

Financing of buses on operating leases (Note 36) - 13,300,000 Analysed as follow:

Non-current 5,710,000 8,240,000 Government grants have been received for the operation of bus services and were in respect of bus fares of students, disabled persons and pensioners and financial support for wages and Current 2,530,000 2,530,000 diesel. There are no unfulfilled conditions or contingencies attached to these grants. Government 8,240,000 10,770,000 grants amounting to Rs. 58.4M (2018: Rs.54.8M) have been included in revenue and financial support for wages and diesel amounting to Rs. 26.7M (2018: Rs.25M) has been included in other income. Government grants have been received for operation of bus services and were in respect of bus The Group received a government subsidy of Rs.13.3m in 2017 to finance twelve semi-low floor buses and a double-decker bus under the Bus Replacement Mechanism. Out of the subsidy, Rs.12m is being amortised over five years which is the operating lease period of the 12 buses. The remaining subsidy, relating to the double-decker bus, is being amortised over ten years of the latter finance lease period.

146 RHT HOLDING LTD I 65 years I Leadership through Innovation ANNUAL REPORT 2019 147 NOTES TO THE FINANCIAL STATEMENTS NOTES TO THE FINANCIAL STATEMENTS for the year ended 30 June 2019 for the year ended 30 June 2019

37. CHANGES IN LIABILITIES AND ASSETS ARISING 39. CHANGES IN ACCOUNTING POLICIES (cont’d) FROM FINANCING ACTIVITIES revised carrying amount of the other financial assets at 1 July 2018 to be recognised in opening retained earnings. Other Non-cash 1 July 2018 Cash flows 30 June 2019 movements chages (c) Other financial assets

Rs. Rs Rs. Rs. Rs. Equity securities - held for trading are required to be held as FVPL under IFRS 9. There was no The Group impact on the amounts recognised in relation to these assets from the adoption of IFRS 9. *Obligations under finance 23,184,107 (9,999,283) - 84,625,258 97,810,082 On the date of the initial application, 1 July 2018, the financial instruments of the Group were as leases* follows, with any reclassifications noted: Bank loans 89,898,336 5,782,181 - - 95,680,517 (c) IFRS 15 Revenue from Contracts with customers 113,082,443 (4,217,102) - 84,625,258 193,490,599

* Capital Repayment of finance leases Measurement category Carrying amount

Original (IAS 39) New (IFRS 9) Original New Difference 38. EVENTS AFTER REPORTING DATE Non-current financial assets No material adjusting and non adjusting events have arisen between the reporting date and the Equity securities Available- for-sale FVOCI 440,103,714 440,103,714 - date that the consolidated financial statements were approved.

39. CHANGES IN ACCOUNTING POLICIES Bonds held to maturity Held-to- maturity Amortised cost 130,520,400 130,520,400 -

(a) Impact on the financial statements Other receivables Amortised cost Amortised cost 18,241,171 18,241,171 - IFRS 9 and IFRS 15 were adopted without restating comparative information. The amendment has no impact on the revenue deficit as at 1 July 2018. As regards the application of IFRS 15, Current financial assets

there were no changes to the amounts reported in the financial statements. Trade receivables Amortised cost Amortised cost 47,972,075 47,972,075 (b) IFRS 9 Financial Instruments (i) Classification and measurement (a) Equity investments previously classified as available-for-sale There are no changes to the amounts reported in the financial statements year ended 30 June 2019 under IFRS 15 to the amounts that would have been reported had the Company continued to report The Group elected to present in OCI changes in the fair value of all its equity investments in accordance with IAS 18, Revenue. previously classified as available-for-sale, because these investments are held as long-term strategic investments that are not expected to be sold in short to medium term. As a result, assets with a fair value of Rs 440M were reclassified from available-for-sale financial assets to financial assets at FVOCI, and fair value gains of Rs 27M were reclassified from the available- for-sale financial assets reserve to the FVOCI reserve on 1 July 2018. (b) Reclassification from held-to-maturity to amortised cost Bonds that would have previously been classified as held-to maturity are now classified at the amortised cost. The Group intends to hold the assets to maturity to collect contractual cash flows and these cash flows consist solely of payments of principal and interest on the principal amount outstanding. There was no difference between the previous carrying amount and the

148 RHT HOLDING LTD I 65 years I Leadership through Innovation ANNUAL REPORT 2019 149

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RHT HOLDING LTD