2020 Annual Report & Financial Statements Content PAGE Directors and Administration 4 - 5 Operating Subsidiaries and Properties 6 Other Corporate Information 7 Notice of Annual General Meeting 8 - 9 Notisi ya Mkutano Mkuu wa Pamoja wa Mwaka 10 - 11 Chairman’s Statement 12 - 13 Taarifa ya Mwenyekiti 14 - 16 The Managing Director’s Report 17 - 18 Taarifa kutoka kwa Meneja Mkurugenzi 19 - 21 Board of Directors 22 - 23 Corporate Governance Statement 24 - 28 Corporate Social Responsibility 29 - 31 National & International Awards and Accolades 32 Directors’ Report 33 Directors’ Remuneration Report 34 - 35 Statement of Directors’ Responsibilities 36 Independent Auditor’s Report 37 - 40 FINANCIAL STATEMENTS Consolidated Statement of Profit or Loss 41 Consolidated Statement of Comprehensive Income 42 Company Statement of Profit or Loss and 43 Other Comprehensive Income Consolidated Statement of Financial Position 44 Company Statement of Financial Position 45 Consolidated Statement of Changes in Equity 46 - 47 Company Statement of Changes in Equity 48 - 49 Consolidated Statement of Cash flows 50 Company Statement of of Cash flows 51 Notes to the Financial Statements 52 - 97 Proxy Form / Fomu ya Uwakilishi 99 Directors and Administration BOARD OF DIRECTORS Francis Okomo-Okello (Chairman) Mahmud Jan Mohamed (Managing Director) Nooren Hirjani** (Chief Financial Officer) Ameer Kassim-Lakha Guedi Ainache* Mahmood Pyarali Manji Teddy Hollo Mapunda***(Mrs) (Deceased 04.05.2021) Jean-Benoit Du Chalard* BOARD AUDIT COMMITTEE Ameer Kassim-Lakha (Chairman) Guedi Ainache* Mahmood Pyarali Manji BOARD NOMINATION AND REMUNERATION COMMITTEE Guedi Ainache* (Chairman) Mahmood Pyarali Manji Teddy Hollo Mapunda***(Mrs) (Deceased 04.05.2021) *French **British ***Tanzanian COMPANY SECRETARY Dominic K. Ng’ang’a 4 TPS EASTERN AFRICA PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2020 TPS EASTERN AFRICA PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2020 Directors and Administration PRINCIPAL OFFICERS Catherine Waruhiu (Mrs) Director of Human Resources E.A. Christopher Karuru Group Chief Accountant - TPS (M) Mugo Maringa Operations Director E.A. Rosemary Mugambi (Ms) Director of Sales and Marketing E.A. Rahim Azad General Manager - TPS (T) Surinder Sandhu Director of Projects E.A. Shenin Virji (Mrs) Business Planning & Analysis Manager E.A. TOURISM PROMOTION SERVICES (KENYA) LIMITED [TPS (K)] Anthony Chege General Manager - Nairobi Serena Hotel Alphaxad Chege General Manager - Serena Beach Resort and Spa, Mombasa Felix Ogembo Manager - Amboseli Serena Safari Lodge Kathurima Mburugu Manager - Mara Serena Safari Lodge Dan Chahenza Manager - Sweetwaters Serena Camp Henrietta Mwangola (Mrs) Manager - Kilaguni Serena Safari Lodge Elizabeth Njeri (Ms) Manager - Lake Elmenteita Serena Camp TOURISM PROMOTION SERVICES (TANZANIA) LIMITED [TPS (T)] Daniel Mkina Manager - Kirawira Serena Camp Lameck Kimaru Manager - Lake Manyara Serena Safari Lodge Vincent Matei Manager - Serengeti Serena Safari Lodge Nickson Kanyika Manager - Ngorongoro Serena Safari Lodge Dismas Simba Manager - Arusha Serena Hotel Elietta Mbisse Manager - Mbuzi Mawe Serena Camp Simon Magaigwa Manager - Serena Mivumo River Lodge and Selous Serena Camp TOURISM PROMOTION SERVICES (ZANZIBAR) LIMITED [TPS (Z)] Wilfred Shirima General Manager - Zanzibar Serena Hotel TPS (UGANDA) LIMITED [TPS (U)] Daniel Kangu General Manager - Kampala Serena Hotel, Uganda OTHER MANAGED PROPERTIES Frankline Nyakundi General Manager - Lake Victoria Serena Resort, Uganda Daniel Sambai General Manager - Kigali Serena Hotel, Rwanda Herman Mwasaghua Genera Manager - Lake Kivu Serena Hotel, Rwanda Abhishek Negi General Manager - Polana Serena Hotel, Mozambique Edwin Chemisto General Manager - Dar es Salaam Serena Hotel, Tanzania TPS EASTERN AFRICA PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2020 TPS EASTERN AFRICA PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2020 5 Operating Subsidiaries and Properties TOURISM PROMOTION SERVICES (KENYA) LIMITED TOURISM PROMOTION SERVICES (TANZANIA) LIMITED Nairobi Serena Hotel Kirawira Serena Camp Serena Beach Resort and Spa, Mombasa Lake Manyara Serena Safari Lodge Amboseli Serena Safari Lodge Serengeti Serena Safari Lodge Mara Serena Safari Lodge Ngorongoro Serena Safari Lodge Kilaguni Serena Safari Lodge Arusha Serena Hotel Sweetwaters Serena Camp Mbuzi Mawe Serena Camp Lake Elmenteita Serena Camp Serena Mivumo River Lodge Selous Serena Camp TOURISM PROMOTION SERVICES (ZANZIBAR) LIMITED Zanzibar Serena Hotel TOURISM PROMOTION SERVICES Operating Associated Companies and Properties (SOUTH AFRICA) (PROPRIETARY) LIMITED TANRUSS INVESTMENT LIMITED / TPS (D) LIMITED (25%) Sales and Marketing office in Johannesburg, South Africa Dar es Salaam Serena Hotel TPS (UGANDA) LIMITED TOURISM PROMOTION SERVICES (RWANDA) LIMITED (20%) Kampala Serena Hotel - Uganda Kigali Serena Hotel - Rwanda Lake Kivu Serena Hotel - Rwanda OTHER PROPERTIES MANAGED BY SERENA Lake Victoria Serena Resort - Uganda Polana Serena Hotel - Mozambique Goma Serena Hotel - Democratic Republic of Congo 6 TPS EASTERN AFRICA PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2020 TPS EASTERN AFRICA PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2020 Game drive experience at Kilaguni Serena Safari Lodge at Tsavo National Park Other Corporate Information REGISTERED OFFICE PRINCIPAL BANKERS 4th Floor, Williamson House ABSA Bank Kenya PLC 4th Ngong Avenue P.O. Box 30120-00100 P.O. Box 48690-00100 Nairobi, Kenya Nairobi, Kenya Telephone 254 (20) 2842000 REGISTRAR E-mail: [email protected] Image Registrars Limited Website: www.serenahotels.com 5th Floor, ABSA Towers Loita Street AUDITORS P.O. Box 9287-00100 PricewaterhouseCoopers LLP Nairobi, Kenya PwC Tower Waiyaki Way/Chiromo Road, Westlands P.O. Box 47198-00100 Nairobi, Kenya Serena Hotels – Mission Statement “Our Mission is to create outstanding facilities faithfully reflecting ethnic design that offer the highest standards of service and product and to provide management and our staff with an environment which enables all of us to deliver operating standards beyond the level of our guests’ expectations, resulting in satisfactory returns to our stakeholders.” TPS EASTERN AFRICA PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2020 TPS EASTERN AFRICA PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2020 7 Notice of Annual General Meeting Notice is hereby given that the Forty Ninth Annual General Meeting of the Company will be held via electronic communication, on Monday 28th June 2021, at 11.00 a.m. to transact the following business: ORDINARY BUSINESS 1. To confirm the minutes of the Forty Eighth Annual General Meeting held on 30th June 2020. 2. To receive, consider and, if thought fit, adopt the accounts for the year ended 31st December 2020, together with the Directors’ and Auditors’ Reports thereon. 3. To approve and note that Directors had not recommended payment of a dividend for the year 2020. 4. To elect Directors: (a) Mr. Guedi Ainache retires by rotation in accordance with Article No. 111,112 &113 of the Company’s Articles of Association and being eligible, offers himself for re-election. (b) Mr. Francis Okomo-Okello, and Mr. Ameer Kassim-Lakha, retire by rotation in accordance with Articles No. 111, 112 & 113 of the Company’s Articles of Association. Special notices have been received by the Company pursuant to section 287 of the Companies Act 2015 and subject to section 131 of the Act that if thought fit, the following resolutions be passed: “That Mr. Francis Okomo-Okello (a Director retiring by rotation) who is over 70 years, be and is hereby re-elected as a Director of the Company”. “That Mr. Ameer Kassim-Lakha (a Director retiring by rotation) who is over 70 years, be and is hereby re-elected as a Director of the Company”. 5. To note that there was no Non Executive Directors’ remuneration paid in 2020. 6. To appoint PricewaterhouseCoopers LLP, the Company’s Auditors, in accordance with Section 721 (2) of the Companies Act 2015. PricewaterhouseCoopers LLP have indicated their willingness to continue in office. 7. To approve the Auditors’ remuneration for 2020 and to authorise the Directors to fix the Auditors’ remuneration for 2021. 8. To appoint the Audit Committee members which comprises Mr. Ameer Kassim-Lakha, Mr. Mahmood Manji and Mr. Guedi Ainache in accordance with section 769 (1) of the Companies Act 2015. 9. To transact any other ordinary Business of an Annual General Meeting. SPECIAL BUSINESS 10. To consider and, if thought fit, to pass the following resolutions which shall be proposed as ordinary resolution: (i) Increase of Authorised Share Capital “That the authorised share capital of the Company be and is hereby increased from Kenya Shillings Two Hundred Million (Kshs 200,000,000/=) divided into 200,000,000 ordinary shares of par value Kenya Shilling one (KShs. 1.00) each to Kenya Shillings Four Hundred Million (KShs 400,000,000/=) by the creation of additional Two Hundred million (200,000,000) new ordinary shares of Kenya Shilling one (KShs 1.00) each to rank pari passu in all respects with the existing ordinary shares of the Company”. (ii) Amendment of Articles of Association: That the Company’s Articles of Association be and are hereby altered by inserting the following as Article 67. “Notwithstanding the provisions of Article 64, 65 and 66 the Directors may if they deem fit and upon notifying members hold a general meeting including its annual general meeting via radio, telephone, closed circuit television, video-conferencing or other electronic, digital or audio/visual communication, or a combination