2015Annual Report 2015 - RHT · 2 3 2015 Dear Shareholders, The Board of Directors is pleased to present the Annual Report of RHT Holding Ltd for the financial year ended 30th June

Leadership through innovation 1

Annual Report 2015


Annual Report 2015

RHT HOLDING LTD

Leadership through innovation2 3

Annual Report 2015

Dear Shareholders,

The Board of Directors is pleased to present the Annual Report of RHT Holding Ltd for the financial year ended 30th June 2015.

This report was approved by the Board of directors of the Company on 10th November 2015.

We look forward to seeing you at the Annual Meeting of the Company that will be held on 8th December 2015 at 10.30 a.m at RHT House, 19, Gordon Street, Rose Hill.

Nayan Sharma Sidharth SharmaChairperson Managing Director

What inside

About the Group

Corporate Information

Group Structure

Financial Highlights

Chairperson’s Message

On Bus Stop News

Managing Director’s Review

Our Key Management Personnel

Highlights of the Year

03

04

06

08

10

12

14

16

20

22

What inside

General Manager’s Review - Island Communications Ltd

Corporate Governance Report

Board of Directors


Statement of Compliance

Statement of Directors’ Responsibilities in respect of Financial Statements

Secretary’s Certificate

Statutory disclosures

Financial Statements

24

26

28

30

45

46

47

49

50

RHT HOLDING LTD


Annual Report 2015

Reliability & Punctuality

RHT Holding Ltd initially started its operations in 1954 under the name Rose Hill Transport Ltd, operating in public transport in Mauritius. During its years of operation in the bus services sector, Rose Hill Transport Ltd has established itself as the leader on the market.

In 2006, with a view to diversify the activities of the Rose Hill Transport Group, the Company was listed on the DEM Market and in 2008, the Group was restructured so as to separate its activities into different clusters. Subsequently, in 2010, the Shareholders of the Company resolved to change the name of the Group from Rose Hill Transport to RHT Holding Ltd.

Although public transport remains the core activity of the Group, operating under the name of RHT Bus Services Ltd, the Group had diversified its activities in corporate venturing, investment in properties and investment in shares of blue-chip companies trading on the Stock Exchange of Mauritius.

On the 7th of September 2015, RHT Holding Ltd also became a member of the SEMSI Index of the Stock Exchange of Mauritius which seeks to promote the best companies in Mauritius which actively work towards a more sustainable business environment for all its stakeholders.

The RHT Group is now entering a crucial phase where it is looking at developing a smart bus line with a bus tracker and food ordering mobile app and a new and improved automatic fare collection system, acquiring double decker buses, developing further its property arm and entering the full maintenance leasing market through its partnership with a leading South African player in this field, FleetAfrica, member of SuperGroup (a listed company), which project it is hoped, would make a huge impact in the transport industry in Mauritius. Our Mission

‘’ We aspire to be one of Mauritius’ most valuable Companies through innovation, world class performance and a clear focus on each of your business segments.’’

Our Vision

To be trendsetter offering an outstanding level of services that meets the highest environmental and social standards

About the Group

2006Listed On The Dem Market

2008Clusters

2010Change Of Name

2015Member of the Sustainability Index of the Stock Exchangeof Mauritius (SEMSI)

1954

Timeline

Services

Operating Since

RHT HOLDING LTD


Annual Report 2015

Corporate Information

Annual Report 2015


Registered office 14 Hugnin Road, Rose Hill, Mauritius

Company registration number C07000893

Date of Incorporation 28th April 1954

Board of Directors

Nayan Sharma – ChairpersonSidharth SharmaVan Man Sin Kwok WongRavindra GoburdhunPaul Ah LeungStéphane LealKamil PatelYoosuf Kureeman

Company Secretary Sandrine Moussa

External Auditor Deloitte - 7th Floor, Raffles Tower 19, Cybercity, Ebène, Mauritius

Principal BankersThe Mauritius Commercial Bank LtdThe State Bank of Mauritius LtdBarclays Bank Plc

Share Registrar MCB Registry and Securities Ltd

RHT HOLDING LTD


Annual Report 2015

100%

Customer satisfaction

Group Structure At 30th June 2015

100%

100%

100%

100%100%

RHTHOLDING LTD

RHTPROPERTIES LTD

RHTINVESTMENTS LTD

100%

ISLANDCOMMUNICATIONS

LTD

100%

RHTSYSTEMS

INDIA PRIVATE LTD

RHTVENTURES LTD

* RHT FUND MANAGEMENT

LTD

RHTBUS SERVICES

LTD

50%

SHOWBIZZ ENTERTAINMENT

LTD50%

ALGORITHMIX CO LTD

* Pending clearance from FSC for winding-up

RHT HOLDING LTD


Annual Report 2015

Group Turnover

Profit for the Year 2015

Operating Expenses

Group Financial Highlights

286,4272014/15

0.852014/15

213,4592010/11

5.452010/11

261.192010/11

148.002010/11

216,9812011/12

1.002011/12

44.552011/12

22.002011/12

262,0052012/13

0.452012/13

248,0672013/14

0.652013/14

53.062013/14

32.502013/14

DIVIDEND PER SHARE

Rs

Rs

Rs

Rs

286.4M

38.1M

205.4MNon-CurrentLiabilities

This distinction positions the Group as a champion of sustainable development and should have a very positive impact on our share price in the future.

53,4862010/11

(11,797)2011/12

54,4742012/13

27,1092013/14

46,0112014/15

32.50Jul 14

33.00Aug 14

30.00Sep 14

30.00May 15

30.00Apr 15

28.00Oct 14

28.00Nov 14

28.00Dec 14

28.00Jan 15

28.00Feb 15

28.00Mar 15

28.00Jun 15

NET ASSET VALUE

PER SHARERs

SHAREPRICE

Rs

Rs

Rs

Rs

54.3M

40M

Operational Profit

Retirement Benefits Obligations

98.4M

REVENUERs

Note that the decrease in dividend per share between 2010/2011and 2011/2012 is due to the share spilt which has come into effect on 1st January 2012.

Note that the drastic decrease in value of the share between 2010/2011 and 2011/2012 is due to the share spilt which has come into effect on 1st January 2012.

47.502012/13

30.002012/13

52.222014/15

28.002014/15

PROFIT (BEFORE) TAX)

Rs

DEMEX PRICE OF RHT SHARE

Rs

RHT HOLDING LTD


Annual Report 2015

Dear Shareholder,

On behalf of the board of Directors, I am pleased to present the Annual Report of RHT Holding Ltd for the year ended 30th June 2015.

The year ended has been very eventful and the Group has lived fully to its motto of “Leadership through Innovation”. The customer proximity initiative held at the Octave Wiehe auditorium in May was an intercollege debate of a very good level and had public transport as the main theme. The event was graced by Honourable Minister Nandkishore Bodha.

The annual strategy session was held in July with the Board of Directors and the management team of the Group. During this interaction the Group strategy was reviewed and a 3 year plan elaborated. Public transport is becoming an increasingly difficult business as cost is rising faster than revenue. The transport arm will need to focus on new opportunities while leveraging on its core competence. Similarly, it was decided to pursue an active diversification of the Group’s investment portfolio in view of minimising concentration and country risks.

As a leader in the transport field it is with a lot of humility that RHT Bus Services Ltd has accepted the Government’s request to lead the Smart Line initiative. In this respect the passenger information system on Route No. 1 will be upgraded so that travel information can be accurately received on mobile apps, on bus stop displays and in the bus.Finally, RHT Holding Ltd. has made it as a constituent of the SEMSI Index on the Stock Exchange of Mauritius. This distinction positions the Group as a champion of sustainable development and should have a very positive impact on our share price in the future.

Financial performance

The Group turnover was at Rs 286.4M for the year ended 30th June 2015 compared to Rs 248.1M last financial year. The net asset value per share of the Group has come down slightly from Rs 53.06 to Rs 52.22. The Group saw a profit of Rs 38.1M for the year ended 30th June 2015 compared to Rs 24.4M last year.

Dividend

An interim dividend of Rs 0.30 and a final dividend of Rs 0.55 was paid in the financial year ended 30th June 2015 based on the good performance of the Group.

Acknowledgement

I would like to commend the good work of the Executive team during the year and wish them the very best for the new financial year. On a final note I will be stepping down at the end of the year as Chairperson since I consider it important that someone else should be given the opportunity to lead the Board and to bring fresh perspective. It has been a wonderful experience personally for me and a real honour to be part of this great journey of RHT Holding Ltd.

I would like to thank my fellow Directors and Shareholders for the trust they have placed in me. I have confidence that my successor will take the Group from strength to strength.

Nayan SharmaChairperson

Chairperson’s Message

Group Turnover

Rs

286.4M

The transport arm will need to focus on new opportunities while leveraging on its core competence

RHT Bus Services Ltd has accepted the Government’s request to lead the Smart Line initiative.

Rs

InterimDividend

0.30Rs

FinalDividend

0.55IncreasePer Share

30%

RHT HOLDING LTD

14

Annual Report 2015Annual Report 2015RHT HOLDING LTD

Bus-Stop News


RHT HOLDING LTD


Annual Report 2015

Dear Fellow Shareholder,

In the financial year (FY) ended 30th June 2015, RHT Holding Ltd (RHT) achieved a better performance and strengthened its brand further despite challenging conditions in the transport sector.

The Group turnover rose from Rs 248.1M in 2014 to Rs 286.4M representing a jump of 15.4%. Operating expenses rose from Rs 189.0M in 2014 to Rs 205.4M in 2015 mainly on the back of an increase of 7.2% in the wage bill of RHT Bus Services Ltd (RHT BS). The increase is due to an NRB mandate following negotiations with the Unions.

Non-current liabilities of the Group rose from Rs 67.3m to Rs 98.4M as a result of new loans of Rs 38.6M contracted to buy 18 Yutong buses, which became necessary due to the de-fleeting of 10 Panther and 8 mini vehicles having reached their end of life. These vehicles have helped to enhance the brand image of RHT and have been seen as a positive initiative by the Ministry of Land Transport.

Statutory retirement benefit obligations rose by another Rs 3.3M.

At the subsidiary level, RHT BS showed an operational profit of Rs 4.3M before finance charges and after a net loss of Rs 5.1M.

The operational loss for RHT Ventures Ltd (RHT VL) stood at Rs 691K in the financial year under review.

On the other hand, RHT Properties Ltd (RHT PL) posted a profit of Rs 15.7M for the year ended compared to a loss of Rs 0.3M last year. Gain on the revaluation of assets stood at Rs 29.1M. Administrative expenses rose on the other hand from Rs 0.7M last year to Rs 12.6M as part of the consultancy work capitalised for the proposed depot at St Martin has been written off upon management recommendation not to proceed with any construction there.

Managing Director’s Review of Operations

The profits of RHT Investments Ltd (RHT IL) stood at Rs 62.9M at the financial year ended 2015 as compared to Rs 37.7M last year. Dividend income remained stable at Rs 15.0M. Receivable interest grew to Rs 5.1M and profit on disposal of Forex stood at Rs 1.3M. Rs 44.7M represented profits generated from trading.

The board and management team of RHT Holding Ltd held a strategy session on 24th of July and discussed its new 3 year plan (2015-2018). The Group remains committed as ever to work on increasing total shareholder return (TSR). As such we hope to improve our free cash flow positions in the coming financial year and return a greater amount to shareholders in the form of dividends and share buyback.

SEMSI

RHT was officially admitted as a constituent of the SEM Sustainability Index (SEMSI) made up of companies listed both on the DEM and the official market. There are 13 companies that include the likes of MCB, Omnicane and CIEL. The audit process was conducted by EY (South Africa) and companies were measured against four criteria, which included governance and ethics. The membership of the SEMSI brings manifold benefits such as a better preference by potential investors over other companies. This is a great achievement for the Group as it puts us in the bracket of best practice not only by Mauritian standards but globally.

RHT Bus Services Ltd

With the Introduction of the largest fleet of semi low floor buses currently in Mauritius and the provision of numerous value addition services such as Chef on the Bus and the door to door service, RHT Bus Services Ltd. remains unquestionably the leader of the transport industry. Despite a difficult context such as the sharp wage increase at the beginning of the year and a constant erosion of ridership caused by increased competition of illegal competitors, the Company fared better than its peers in the industry.

Going forward RHT BS is looking at disposing some of its assets to reduce finance charges and therefore improve its return on total equity. The Company is also looking at diversifying its product and services offering further since it does not control the revenue and most of its cost base in the PSV (public service vehicle) business segment.

The new offering will consist of a palette of services supported by existing core competences as depicted in Figure.

Customer Engagement Initiative

Integrated Transport Services

Advisory Services(Smart city Scheme)

Driver TrainingAcademy

FullMaintenanceLeasing

Value AddedServicesChef on the Bus

Public ServicesPSV

Sales of Spareparts

Corporate &Contract ServicesMy Chauffeur

For the past three years management has focused as a priority on a new business model and internal systems

RHT HOLDING LTD


Annual Report 2015

diversification is being maintained through investments in foreign ETFs and the Nifty (BSE). The overall objective remaining to secure a good portfolio yield and long term capital growth.

RHT Ventures Ltd

The topline of Island Communications Ltd (ICL) grew by 12.5%, increasing from Rs 14.1M last year to Rs 15.8M. Profit for the year fell to Rs 1.3M from Rs 1.4M for last FY. The board of ICL has approved the plans of expansion in Zambia.

Mr Ravindra Goburdhun will lead RHT VL as from 29th of September. He will have in his portfolio ICL, MyChauffeur and the responsibility to develop a new B2B ecommerce platform.

The uptake of MyChauffeur services has increased consistently and new customer relationships have been created for the outsourcing and dispatching services. The project is being scaled to the next level with the development of an app, which will make it easier to tap in the opportunistic requirements for drivers. This venture is likely to perform even better as road safety is a major national concern.

RHT Properties Ltd

Following a review of our property class assets it has been decided to sell St Martin as a more strategically located plot has been identified in Coromandel. In the same vein the Company will proceed with the development of the Gordon St plot as a priority in the new financial year.

A mix purpose project is being considered and the design will be finalised by end of Q2. Funding for the project will be secured by end of Q3.

Prospects for the financial year 2015/2016

For the past three years management has focused as a priority on a new business model and internal systems. As new income streams such as MyChauffeur mature and partnerships with Fleet Africa give us access to new niche markets we should see considerable value being built for the Group.

Conditions will remain difficult for the bus operation as the trend in ridership is unlikely to increase. However, by improving the value proposition through schemes such as Smart Lines we should be able to attract more non-traditional passengers to our service.

On the investment front, markets will remain vulnerable and will continue to entail risks. The strategy in place for RHT IL is unlikely to change and we should expect comparable results as the financial year ended.

Finally, on the property side we should be able to unlock considerable value once the Gordon St project goes live.

Sidharth SharmaManaging Director

As part of its customer engagement initiative (CEI), the Company organised a debate competition on the 18th of May at the Octave Wiehe auditorium. Colleges from the region of Beau Bassin Rose-Hill participated and debated on public transport themes. The Minister of Transport, Hon Nandkishore Bodha graced the ceremony and an eminent jury panel chaired by Michael Atchia judged the competition. The debate was won by the John Kennedy College.

Smart Line

The help of RHT BS was officially solicited by the government to implement the first showcase on Route No 1. The project is on track and four bus stops namely at Gool, cnr Dr Reid & Royal road, Tulsi Sham and Coromandel have been identified on both sides of the road. The bus stops are being refurbished by the RDA and will serve as interchange stations for our intra urban service.

A smart app is currently being designed for this purpose. It will provide passengers with the time of arrival of buses and allow orders for Chef on the Bus service to be placed through a smart phone.

Ancrage des valeurs

In view of strengthening the team and aligning everyone to the core values of the Company, a team building workshop was held for all employees of RHT Bus Services Ltd at Talents from the 10th to the 16th August. It was a unique experience for everyone, the teams came closer and improvement opportunities were discussed. A town hall discussion forum was also held where feedback was shared.

FleetAfrica Indian Ocean

Fleet Africa Indian Ocean (FAIO) is a joint venture between Fleet Africa (subsidiary of Super Group a listed entity on the JSE) and RHT Bus Services Ltd. Fleet Africa manages more than 450,000 vehicles in South Africa and its sister Company is a distributor of more than 50 vehicle brands in South Africa and overseas. The equity split in FAIO is 51% in favour of Fleet Africa and 49% for RHT Bus Services Ltd (RHT BS). The Company will provide full maintenance leasing (FML) services to large fleet owners in Mauritius. It will also explore opportunities in the transport sector in mainland Africa.

FAIO submitted a tender proposal for 100 buses to the NTC. The Company also put an expression of interest for Iframac, which was unsuccessful although it still maintains an interest to acquire Fleetmaster.

RHT Investments Ltd

The investment committee of RHT IL met every month to review the portfolio and assess new investment opportunities. The investment climate both locally and internationally remains challenging with the local and global market being risk averse. Investors have been preoccupied with the Greek crisis and the slowing Chinese economy. In addition, the impending rate hike by the American Fed has made markets jittery.

Locally, other than MCB the vast majority of stocks on the Stock Exchange of Mauritius have underperformed. The strategy of

MANAGING DIRECTOR’S REVIEW OF OPERATIONS ( Cont’d)

Managing Director’s Review of Operations

Operational Profit

Operational Profit

RHT PROPERTIES LTD

Rs

19.4M

Operational ProfitRHT INVESTMENTS LTD

RHT INVESTMENTS LTD

Rs

63.7M

Administrative expenses

Rs

27.6M

ISLAND COMMUNICATIONS LTD

Rs

1.6M

RHT PROPERTIES LTD

Rs

Gain on the Revaluationof Assets

29.1M

(Cont’d)

Dividend Income

Rs

15.0M

Rs

Interim Dividend

0.30RHT HOLDING LTD

Increase in Wages Bill

7.2%RHT BUS SERVICES LTD

RHT BUS SERVICES LTD

RHT HOLDING LTD


Annual Report 2015

Our KeyManagement Personnel

Sidharth SharmaManaging Director

Sidharth joined RHT Holding Ltd in 1996 as Logistics manager and was appointed as Director to the Board in 2000. He holds a PhD in Telecommunications from the University of Bristol in 2004.

He is appointed as the Managing Director of RHT Holding Ltd on 7th March 2012. He is also an executive director of all subsidiaries of the Group.

James Fong ShaoGroup Financial Controller

James Fong Shao is the Group Financial Controller of RHT Holding Ltd since July 2013.

He previously worked with Deloitte for 20 years as Auditor and Consultant.

Deeraj HeeramanGroup Human Resources Manager

Deeraj has 14 years’ experience in the HR department with over 11 years of experience at management level.

Deeraj has a bachelor’s degree double major in Human Resources Management and Economics from the University of Cape Town and a Post Graduate Diploma in Tourism and Leisure from University of South Africa.

He had had a large career in the hotel sector in both Mauritius and Seychelles and the BPO sector until he joined the RHT Group in 2012.

Balkrishoon RajkoomarWorkshop Manager of RHT Bus Services Ltd

Balkrishoon has a BS in Mechanical Engineering and is an Associate Member of the Institute of Motor Industry, UK and the Institute of Automobile Engineers, India, and is a Member of the International Institute of Security and Safety Management.

Since he started his career in 1975, he has been worked as a Plant and Engineer Manager for a Constructor Company and has been the Chief Engineer of the National Transport Corporation. He also worked as engineering consultant to Seychelles Public Transport.

Arvind ChettyTraffic Manager of RHT Bus Services Ltd

Arvind joined RHT Bus Services Ltd in July 2014.

He has over 16 years working experience in different business sectors l ike Textile, Civil Engineering, Contracting, Advertising, Petroleum and Public Transport.

He has a Dip lôme Univers i ta ire Supérieur de Technologie in Maintenance et Automatismes Industriels and is currently doing a MBA in Leadership & Innovation at the University of Mauritius in association with Ducere University (Australia).

Ajmal AbdoolGeneral Manager of Island Communications Ltd

Ajmal holds a Master’s Degree in Business Administration from the University of Mauritius as well as a Bachelor of Engineering in IT and Telecommunications from Adelaide University, Australia.

He started his career as a consultant in the IT industry for Currimjee Industries Ltd and New Edge Solutions before joining ICL in 2005. He became General Manager of ICL in 2007.

Ajmal is also a Chartered Member of the Logistics and Transport Institute, UK.

Christine Francis-Goburdhun Marketing Manager of RHT Bus Services Ltd

Christine worked for 14 years in the tourism and aviation sector in Mauritius namely at Rogers and Mauritours before joining Rose Hill Transport, now RHT Bus Services Ltd, in 2000 as Marketing Manager.

Sandrine MoussaGroup Company Secretary Sandrine holds a LLB (Bachelor in Laws) from the University of Manchester, UK , and i s an As soc i a t e o f t he Charted Institute of Secretaries and Administrators, UK. Sandrine started her career in the Mauritian offshore sector. She also worked for a large conglomerate on the island before joining the Group in 2011.

RHT HOLDING LTD


Annual Report 2015

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Highlights of the Year

Our achievements& employees

RHT HOLDING LTD


Annual Report 2015

Island Communications Ltd

General Manager’s Review Of Operations

Company Turnover

Rs

15.8M

We have frequent face-to-face customer visits, which helps strengthen our customer relationship and improve customer retention

Dear Shareholder,

Island Communications Ltd primarily offers smart technology based solutions that allows companies to have better control over their fleet of vehicles.

The financial year, ending June 2015, has been relatively good for the Company, with a turnover of above Rs15Million. This is mainly due to the fact that our newly introduced fleet management platforms, AVLView and Geotab, have been successfully endorsed by our customers. The new solutions helps the companies to regain control over their vehicles and drivers. Moreover, they also provide the right tools to improve driving habits of drivers and ensure optimal use of the mobile assets. A lot of effort have also been applied to better service customers. As proof of our commitment, we have successfully passed the ISO 9001:2008 audit. With our hand holding project implementation approach, coupled with our MQA-approved fleet management training course, companies have been able to benefit from at least 15% reduction in the operating cost of their vehicles. Emphasis has also been laid on the importance on frequent face-to-face customer visits, which helps strengthen our customer relationship and improve customer retention.

As part of our vision to provide innovative fleet management solutions, we have been the first to introduce a remote load monitoring solution for trucks. Companies are now better equipped to remotely monitor the load being carried by their trucks, identify the number of full trips being done and also reduce risk of goods theft during transportation.

Furthermore, the first taxi booking and dispatch solution in Mauritius has been implemented by ICL. The system is expected to be launched before December 2015. A traveller can now book a taxi directly from a mobile application, through a website or by going through a call centre. Pickup shall be effected at the place and time as requested.

We are now fine tuning a School bus management module. This module has been specifically designed so that parents can now track the position of the school bus in near real time via a mobile application. Instead of waiting on the streets for vans to pick up students, the latter can now wait inside their houses and only go out once the van is approaching their house. Additionally, for the school, they can ensure that vans are adhering to their scheduling and that they are being driven responsibly.

For the coming year, ICL shall be working on strengthening its brand image locally. It is critical to convey a clear message to the different stake holders in the transport industry that ICL is undoubtedly the most innovative and the market leader in the providing state-of-the-art solutions for fleet management.

Over and above fleet management related solutions, ICL is also working on diversifying its line of products. Smart RFID-based solutions and home automation systems are currently being investigated for various business verticals.

The ICL team is also looking at expanding our operations to Africa, more specifically Zambia to start with. A market survey has already been carried out in March 2015 to explore the feasibility of opening a branch office there. With the information obtained, the business plan is being finalised and we are looking at starting operation by January 2016. During the trip to Zambia, we have already build up a pipeline of potential clients.

Ajmal AbdoolGeneral Manager

RHT HOLDING LTD


Annual Report 2015

Corporate Governance ReportThe Board and Management of RHT Holding Ltd are firmly committed to ensuring high standards of corporate governance which are essential to the sustainability of the Company’s business and performance. In view of sustaining such standards, the Board of RHT Holding Ltd is constantly re-evaluating its adherence to good governance and taking measures to bring abide to the best standards possible. To achieve this goal, the Board has, during the financial year ended 30th June 2015, adopted board and ethics charters which now supplement the already existing corporate governance charter to promote best practices in the Group as a whole.

Change of name

On 10th May 2010, the shareholders have, at a Special Meeting, resolved to change the name of the Company from Rose Hill Transport Limited to RHT Holding Ltd.

The change of name took effect on 1st July 2010 as evidenced by a Certificate on Change of Name issued by the Registrar of Companies.

Holding Structure

RHT Holding Ltd is quoted on the DEM Market of the Stock Exchange of Mauritius and at 30th June 2015, the issued Capital of the Company amounted to Rs 24,324,300 represented by 12,162,150 ordinary shares. It has also on the 7th of September 2015 become a constituent of the SEMSI index on the Stock Exchange of Mauritius.

There is no ultimate holding in the capital structure of the Company and the Substantial shareholders holding more than 5% of the capital of the Company at 30th June 2015 were:

Dividend policy

The Company has no formal dividend policy and dividends paid reflect the Company’s financial performance after taking into account the funding requirements of the Company’s current and forthcoming projects.

A summary of dividends paid per ordinary share, a share analysis for the past five years and a monthly analysis of the price of RHT shares on the DEM market are set out on pages 10 and 11 of this Report.

Related party transaction

The related party transactions are set out in Note 32 to the financial statements.

Shareholders’ Agreement and Partnership Agreement

A shareholders’ agreement is in place for Algorithmix Co Ltd made between RHT Ventures Ltd and Payment Express Ltd. The Chairmanship of the Board is being held alternatively every two years by a representative of RHT Ventures Ltd and Payment Express Ltd. RHT Ventures Ltd is a wholly owned subsidiary of RHT Holding Ltd.

As a post balance sheet event, in September 2015, RHT Bus Services Ltd entered a Joint Venture agreement with SuperGroup Africa Proprietary Ltd, a South African conglomerate operating, amongst other segments, in full maintenance leasing under the brand FleetAfrica, for the incorporation of a Company in Mauritius under the name FleetAfrica Indian Ocean Ltd, which would also carry out full maintenance leasing.

Constitution

The salient features of the constitution are:• No pre-emptive rights on issue and transfer of shares;• Ability of the Company to purchase its own shares• Wide objects and powers conferred on the Company.

A copy of the Company’s Constitution is available upon request made at the Registered Office of the Company.

% shares No. of shares

Succession Sanjiva Goburdhun 18 2,182,745

Mrs. Nayan Sharma 7.3 888,070

Mauritours Superannuation Fund 7.3 883,680

Mrs. Saroj Goburdhun 5.74 699,135

Mrs. Maya Kumari Goburdhun 5.11 621,720

Share option plans

There is no share-option plan in place within the Group.

Court cases

Transfer of shares in RHT Media Ltd

In the latest correspondence received from our lawyers, the Company has been informed that the case of RHT Media will be struck out.

The case against illegal operators on RHT routes

The court case against illegal operators is still pending.

The case against Aftek for a defective card operation system

The case against Aftek has not yet started on its merits and will be put forward for arguments in January 2016.

Calendar

The Board’s Role, Composition and Guidance

The Board oversees the overall strategy and business direction of the Group. The last strategic session was held on the 24th July 2015. A 3 year strategy plan 2015-2018 has been elaborated and presented to the Board.

The board of the Company at 30th June 2015 consisted of 8 directors whose profiles are set on page 28-29 of this Report.

The dates of Board, Board Committee and Annual meetings are scheduled one year in advance. Board meetings are scheduled quarterly for the purpose of, inter alia, approving the quarterly release of the Group’s financial results. A Board meeting is also scheduled at the end of each financial year for Directors to consider and approve the Annual report and accounts of the Group and to approve the annual budget for the following financial year. In addition to these scheduled meetings, ad hoc Board meetings are also held whenever the Board’s guidance or approval is needed or when dividends are declared. The number of Board and Board Committee meetings held as well as Board members’ attendance thereat is set out on pages 30 and 31of this report.

Board members at 30th June 2015

* Note that Mr Ravindra Goburdhun has been appointed as Executive director of the RHT Group on 29th September 2015.


Publication of first quarter results November

Declaration of Interim Dividend December

Publication of Annual Report December

Annual Meeting December

Publication of second quarter and half-year results February

Publication of third quarter May

Declaration of Final dividend June

End of financial year June

Publication of condensed results and financial statements September

The Chairperson

Nayan Sharma Non-executive director

The Members

Paul Chung Kim Fung Ah Leung Independent director

Ravindra Goburdhun* Non-executive director

Yoosuf Kureeman Non-executive director

Stéphane Leal Non-executive director

Kamil Patel Independent director

Sidharth Sharma Executive director

Van Man Sin Kwok Wong Non-executive director

(Cont’d)

RHT HOLDING LTD


Annual Report 2015

Corporate Governance ReportBoard of DirectorsNayan Sharma, Age 66

Mrs Sharma is holder of a BA in Sociology from the University of Delhi in 1972. She joined RHT Holding Ltd (formerly Rose Hill Transport Ltd) in 1990 as a Director.

Directorship in Listed Companies: Nil

Sidharth Sharma, Age 41

Dr Sharma joined RHT HOLDING LTD in 1996 as Logistics Manager and was appointed as Director to the Board in 2000. He had also worked at British Telecom as a Research engineer.

Dr Sharma obtained his PhD in Telecommunications from the University of Bristol in 2004. He is currently the Director of the Mauritius Institute of Directors Ltd (MIoD), a Director of Fleet Africa Indian Ocean Ltd and an executive director of all the subsidiaries of RHT Holding Ltd. He has been appointed as the Managing Director of RHT Holding on 7 th March 2012.

Dr Sharma is a member of the business council of sustainable development (BCSD) and serves on the national council for road safety.

Directorships in listed companies: Nil

Paul Ah Leung, Age 48

Mr Ah Leung is a Member of the Chartered Institute of Marketing (UK) and is currently the Managing Director of Rey Lenferna Ltd and ATS Ltd, ATS International Ltd and ATS Manufacturing Ltd. He is also a Director of Linux Solutions Ltd (an ICT solutions provider) and of a number of International Companies.

Mr Ah Leung is a member of the Mauritius Institute of Directors and was appointed as an Independent Director to the Board on the 10th January 2007.

Directorships in Listed Companies: Forges Tardieu Ltd

Ravindra Goburdhun, Age 57

Mr Ravindra Goburdhun holds a BSc Science from the University of Udaipur, India and has worked in the hotel sector for 10 years in France. Mr Goburdhun is also a director on RHT Investments Ltd, the investment arm of the Group and of FleetAfrica Indian Ocean Ltd.


Van Man Sin Kwok Wong, Age 58

Mr Sin Kwok Wong is a fellow Member of the Association of Chartered Certified Accountants and had been the Deputy General Manager and Financial Controller of a five-star luxury hotel Ltd for nearly 20 years. He joined the Board of RHT HOLDING LTD on 30 June 2005 as Independent Director.

Mr Van Man Sin Kwok Wong, a non-executive director of RHT Holding Ltd at 30th June 2015, has been acting as Project Coordinator and Non-Executive Director of RHT Properties Ltd.


Kamil Patel, Age 36

Mr Patel is the CEO of Dölberg Finance Holdings and Executive Director of Dölberg Asset Finance and Dölberg Finance International. He holds a MBA (Cum Laude) from the University of Edinburgh. Mr Patel was appointed as an Independent Director of the Group as from the 1st July 2014.

Prior to joining Dölberg Group, Kamil ran his own tennis business within the hospitality industry and has been publicly credited for changing tourism in Mauritius. He continues serving his country as Chairman of the Tennis Federation.

Mr Patel is also a member of the Institute of Directors, serves on the Mauritius Tennis Federation and the Africa Tennis Federation.


1

2

3

4 5 6 7 8

13 5 6 2 4 7 8

Stéphane Leal, Age 43

Mr Leal is holder of a BSc in Finance and Marketing since 1994 from Boston College. Mr Leal was appointed as Director to the Board of RHT HOLDING LTD on 27 September 2004.

Mr Leal is a director of Mauritours Ltd and a number of other companies in the tourism sector and he is also a director of RHT Bus Services Ltd and of the venture companies of the Group.


Yoosuf Kureeman, Age 58

Mr Kureeman was appointed to the Board on 1 January 2007. Mr Kureeman is also a director of RHT Bus Services Ltd and of the venture companies of the Group.


RHT HOLDING LTD


Annual Report 2015

Corporate Governance Report Corporate Governance Report

Board meetings and Board attendances for the financial year ended 30th June 2015

Board Meetings

Directors Held Attended

Nayan Sharma 6 6

Paul Ah Leung 6 3

Ravindra Goburdhun 6 6

Yoosuf Kureeman 6 6

G P Stephane Leal 6 3

Kamil Patel 6 5

Sidharth Sharma 6 6

Van Man Sin Kwok Wong 6 4

Board committees

The Board Committees have been established to assist the Board in discharging its responsibilities of overseeing the Group’s affairs and enhancing corporate governance. Every Board Committee has its own terms of reference in the Board Charter, setting out, inter alias, their composition and responsibilities. Minutes of Board Committee meetings are circulated to the Board to keep Directors updated on the activities of each Committee.

The Audit and Risk Committee

This committee met five (5) times during the year. The role of the Audit Committee consists of reviewing the function of the internal control system, the functioning of the internal audit department, the risk areas of the Company’s operations to be covered in the scope of the internal and external audits, the reliability and accuracy of the financial information provided by management to the Board and other users of financial information, review the performance of the external auditor, assess any accounting and auditing concerns identified as a result of the internal or external audits, ensure compliance with legal and regulatory requirements with regards to financial matters, review the scope of the external audit and its costs effectiveness as well as assess the independence and objectivity of the external auditors, assess the nature and extent of non-audit services provided by the external auditors, if any, and assess the financial information to be published by the Board.

Members of the Audit and Risk Committee at 30th June 2015

The Chairperson

Kamil Patel Independent director

The Members

Paul Chung Kim Fung Ah Leung Independent director

Stéphane Leal Non-executive director

Van Man Sin Kwok Wong Non-executive director

Attendance at the Risk and Audit Committee meetings for the financial year ended 30th June 2015

Audit Committee Meetings


Kamil Patel 5 5

Van Man Sin Kwok Wong 5 5

G P Stéphane Leal 5 3

Paul Ah Leung 5 4

The Corporate Governance and Nomination and Remuneration Committee

The role of the Corporate Governance Committee is to ensure that the reporting requirements on Corporate Governance by the Company are done in accordance with the principles of the Code. The Committee met five times during the year.

The functions of the Nomination and Remuneration Committee are:

(a) to ensure a formal and transparent process for the appointment of new Directors. It also ensures that there is a formal assessment of the effectiveness of the Board as a whole and the contribution of each Director to the Board;

(b) to assist the Board in fulfilling its duties in developing formal and transparent policies on remuneration matters in the Company and to formulate and review the Group’s succession plans with the aim of building talent and renewing strong and sound leadership.

Members of the Corporate Governance, Nomination and Remuneration Committee at 30th June 2015

The Chairperson

Paul Ah Leung Independent director

The Members

Sidharth Sharma Executive director

Yoosuf Kureeman Non-executive director

Nayan Sharma Non-executive director

Corporate Governance, Nomination and Remuneration Commitee Meetings


Paul Ah Leung 3 3

Sidharth Sharma 3 2

Yoosuf Kureeman 3 3

Nayan Sharma 3 -

Attendance at Corporate Governance, Nomination and Remuneration Committee meetings for the financial year ended 30th June 2015

The roles of the Chairperson and Managing Director

The roles of the Chairperson and the Managing Director have always been kept distinct through a clear division of responsibilities in order to maintain effective oversight and for independent decision-making.

The Chairperson’s role is to have an overview of the Board meetings so as to ensure preservation of order and ascertaining the sense of the meeting.

The Managing Director is in charge of the day to day running of the Company.

Board charter

The Board Charter of the RHT Holding Group has been adopted by the Board of the Company at a Board Meeting held on 25th June 2014. It sets inter alia:(i) the terms of the reference of the board and committee meetings ;(ii) the need for board evaluation and appraisal and individual directors’ appraisals;(iii)the process for directors’ selection and their conduct.

(Cont’d)

RHT HOLDING LTD


Annual Report 2015

Board evaluation

Board appraisals are being carried out on a yearly basis to monitor and improve the performance of the Board of the RHT Group. The board appraisals are being conducted by the Mauritius Institute of Directors.

Board access to information

Management provides the Board with timely operational and financial reports of the Group’s performance. To give Directors sufficient time to prepare for Board meetings and Committee meetings, the Agenda and papers for these meetings are sent to Directors several days in advance. Directors have unrestricted access to the Managing Director, the Company’s Senior Management, the Company Secretary and the Internal and External Auditors.

The Director are also informed of important matters by email or through phone conversations as soon as these matters arise.

Group Company Secretary

The role of the Company Secretary is mainly to ensure that Board procedures are followed: She administers, attends and prepares minutes of Board meetings and Committee Meetings. The Agenda for Board meetings and Committee meetings are prepared with the Chairperson of the meeting and the Managing Director. The Company Secretary also assists the Chairperson of the Board and the Chairperson of each Board Committee in scheduling Board and Board Committee meetings respectively. The Group Company Secretary is also secretary to the committee meetings.

Directors’ training and development

The directors of the Company are encouraged to attend trainings and workshop designed to further their professional development, such training is paid by the Company.


DIRECTORS OF SUBSIDIARIES AT 30TH JUNE 2015

* Pending FSC clearance for winding-up

DIRECTORS

RH

T P

ROPE

RTIE

S L

TD

RH

T IN

VES

TM

ENT

S LT

D

RH

T F

UN

D

MA

NA

GEM

ENT

LT

D*

RH

T V

ENT

UR

ES

LTD

RH

T B

US

SERV

ICES

LT

D

ISLA

ND

C

OM

MU

NIC

ATIO

NS

LTD

RH

T S

YST

EMS

IND

IA

PRIV

ATE

LT

D

Ravindra Goburdhun

Abhishek Jani

Yoosuf Kureeman

G P Stephane Leal

Sidharth Sharma

Van Man Sin Kwok Wong

Kamil Patel

Post Balance Sheet events

• Mr Ravindra Goburdhun has been appointed as executive director of RHT Holding Ltd on 29th September 2015.• As a post balance sheet event, in September 2015, RHT Bus Services Ltd entered a Joint Venture agreement with SuperGroup Africa

Proprietary Ltd, a South African conglomerate operating, amongst other segments, in full maintenance leasing under the brand FleetAfrica, for the incorporation of a Company in Mauritius under the name FleetAfrica Indian Ocean Ltd, which would also carry out full maintenance leasing.

Share dealing

The Company Secretary maintains a Register of Interests which is updated with every transaction entered into by the directors of the Company and their related parties. No directors are allowed to deal in the shares of the Company during closed periods.

Hence, once a Director’s interests in the Company changes, this has to be notified to the Company in writing and the interests register is updated.

Whenever there is a change in any director’s interest, the Company systematically follows the principles of the Model Code on Securities Transactions by Directors of Listed Companies as detailed in Appendix 6 of the Mauritius Stock Exchange Listing Rules.

Directors’ interests in the Company’s securities as at 30th June 2015

None of the Directors holds any interest in subsidiaries of the Company.

Transactions of Directors in RHT shares during the financial year ended 30th June 2015

Direct Indirect

Directors Units % Units %

Nayan Sharma 888,070 7.3 66,480 0.55

Sidharth Sharma 393,965 3.2 30,500 0.25

Van Man Sin Kwok Wong 108,930 0.9 - -

G P Stéphane Leal 215,850 1.77 135,000 1.1

Yoosuf M Kureeman 224,689 1.85 - -

Paul CKF Ah Leung 5,000 0.04 - -

Ravindra Goburdhun 5,020 0.04 - -

Kamil Patel - - - -

Total 1,841,524 15.1 231,980 1.9

Total issued shares 12,162,150

Name of Director Number of shares bought/acquired Number of shares sold

Stéphane Leal (indirectly through Succession Patrick Leal) - 883,680

Sidharth Sharma 42,000 -

Nayan Sharma 166,000 -

Remuneration policy

In accordance with section 2.1.8 of our Corporate Governance Charter, the Company pursues a remuneration policy designed to attract and retain members of the Board who are highly skilled in the various areas required for the profitable development of the Company’s activities. Directors receive fixed monthly remuneration, the amount of which is determined upon proposal of the Corporate Governance, Remuneration and Nomination Committee to the Board.

(Cont’d) (Cont’d)

RHT HOLDING LTD


Annual Report 2015

Remuneration of directors for the financial year ended 30th June 2015

* Mr Van Man Sin Kwok Wong, a non-executive director of RHT Holding Ltd at 30th June 2015 is also Project Coordinator and Non-Executive Director of RHT Properties Ltd and any fees paid to him were attributable to project costs.

Auditors’ Fees and Fees for other services for the year ended 30th June 2015

Internal Controls

The Board considers that the Group’s framework and system of internal controls and procedures maintained by the Company’s Management, and set in place throughout the financial year is adequate to meet the needs of the Group in the current business environment.

The system of internal controls is designed to provide reasonable assurance for achieving certain internal control standards and helps the Group manage the risk of failure to achieve business objectives.

The Audit Committee reviews the effectiveness of the Group’s internal controls.

The key elements of the Group’s Internal Control are as follows:

1. A clearly defined operating structure with lines of responsibilities and delegated authority;

2. Keeping of proper accounting records to ensure effective operation of the Group’s business and compliance;

3. Assessment of effectiveness of internal controls by taking into consideration reports of the Internal Auditor and recommendations of the Audit Committee; Implementation of the Board’s policies and strategies;

4. Regular review of accounting information by the Audit Committee and the Board to ensure reliability of financial reporting and discover inconsistencies in the accounts, if any, to prevent fraud and irregularities.

5. Controls have been put in place in each of the companies of the Group with regards to operational and compliance risks;

6. Safeguarding of data of the Company through regular back-up of the Company’s server; and

7. ISO certified procedures for effective running of the Company’s operations and appropriate correction measures for any non-conformance.

Independent and non-executive directors receive additional fixed fees or by meeting attended fees for specific duties as Chairman of the Board or for membership and/or chairmanship of one or more Board committees.

Moreover, some subsidiaries also remunerate Directors not on the board of RHT Holding Ltd for the exercise of Directorships in their Board. However, Executive Directors of the Holding Company are not remunerated when they hold Directorships in subsidiary companies. The same criterion for remuneration is used for all directors whether they are approaching retirement or not.

Each individual subsidiary’s Board reviews performance together with the Group Managing Director and recommends the remuneration packages for its Senior Executives to the Corporate Governance, Remuneration and Nomination Committee for review and adoption. This includes consideration of the role and structure of the reward determinants used to motivate appropriate management behaviours.

The Group Managing Director reviews the performance of the senior executives falling under his responsibility and submits recommendations to the Corporate Governance, Remuneration and Nomination Committee who after consideration seeks the approval of the Board.

Following the recent restructuration of Rose Hill Transport Ltd to RHT Holding Ltd, a new remuneration policy has been put into place, whereby the different activities are now organized into individual legal frameworks and entities, each adopting specific corporate objectives based on the specific market/s they serve and their respective business activities. Each entity will in turn adopt its own specific remuneration policy.

The main axis of the policy combines

1. variable pay in the form of short and long-term performance incentive schemes (performance related incentives); 2. non-financial reward and recognition; 3. performance management through the establishment of key management performance indicators and scorecards; and4. employee growth and development.

Our remuneration philosophy is aligned with RHT Holding Ltd’s organisation overall vision, mission and corporate objectives. It also helps us to keep our remuneration and rewarding policies and schemes aligned with our organisational objectives. RHT Holding Ltd also aims to recognise top performance and attract managers, executives and directors to further grow the value of the Group. The remuneration philosophy for executives strives to meet this objective. Accordingly, the focus of the policy is not to primarily guarantee annual remuneration package, but on incentive plans linked to the creation of shareholder value.

The Board also seeks to ensure that executive reward satisfies the following key criteria for good reward governance practices:

1. Competitiveness and reasonableness;2. Acceptability to shareholders;3. Transparency; and4. Capital Management.

Statement of Remuneration Philosophy

We treat our people equitably and with fairness. This is reflected in how we reward and acknowledge achievements. This process is carried out equitably, fairly and consistently in relation to job responsibility.

1. It plays an integral part in supporting RHT Holding Ltd and its subsidiaries in the implementation of their respective business strategies;2. It motivates and reinforces individual and team performance;3. It helps to integrate financial and non-financial rewards and benefits;4. It ensures that performance management forms an integral part of remuneration, thereby influencing the remuneration components and other

incentives; and5. It applies good governance to remuneration practices with approved structures.

RHT Holding Ltd aims to attract, motivate and retain competent and committed leaders in its quest to create sustainable shareholder value.

Corporate Governance Report Corporate Governance ReportRemuneration policy (Cont’d) (Cont’d)

Remuneration from the

Company Remuneration from

Subsidiaries

Directors Rs Rs

Nayan Sharma 1,117,754 -

Sidharth Sharma 172,628 4,216,689

Van Man Sin Kwok Wong 303,160 1,438,085*

Stéphane Leal 205,660 -

Yoosuf Kureeman 478,985 -

Kamil Patel 96,685 -

Paul Ah Leung 335,660 -

Ravindra Goburdhun 552,737 -

Audit fees paid to Deloitte (Rs) Fees paid for taxation services provided by Deloitte (Rs)

1,121,250 92,949

RHT HOLDING LTD


Annual Report 2015

The Internal Audit

The role of the Internal Audit is to provide independent, objective assurance services designed to add value and improve the Company’s operations.

Once the Audit had been carried out, the Internal Auditor prepares a risk-based audit plan to review the adequacy and effectiveness of the Group’s system of internal controls. In conducting reviews, the Internal Auditor are alert to indicators of fraud and opportunities that could allow fraud, such as control weaknesses. In doing so, the Internal Auditor obtains reasonable assurance that business objectives for the process under review are being achieved and material control deficiencies are detected.

Upon completion of each review, a formal report detailing the audit findings and the appropriate recommendations will be issued to the Chairperson of the Audit Committee, the Chairperson of the Board and the Managing Director. The timely and proper implementation of all required corrective, preventive or improvement measures are closely monitored.

The Internal Auditor reports directly to the Audit Committee.

The internal audit function was, at 30th June 2015, performed by Mr Man Fan Lang Han, FCCA.

Post after 30th June 2015, a tender has been advertised for the provision of internal audit services to the Group, out of which bids received, PWC has been selected as the new Internal Auditor of the Company. EY has been carrying out IT audits for the Group during the financial year in review.

Risk Management Policy

The Board views risk management as an integral part of its objective of effective management of assets and creation of shareholders’ value. The Audit Committee has the responsibility, on behalf of the Board, to oversee the implementation of the risk management policy and risk mitigation action plan.

The Audit Committee met on five (5) occasions during the financial year ended 30th June 2015. They reviewed the Quarterly Financial Statements so as to provide assurance to the Board that disclosures made by Management reasonably portray RHT Group financial conditions, result of operations and long term commitments. In addition, they discuss with the Internal Auditor on the annual audit plan and the subsequent reports. All matters as reported are discussed with the Executive Management thus ensuring that recommendations to improve the Internal Controls are carried out.

Risk Management

Risk Management is considered by both the Main Board and the Audit Committee to be an integral part of effective management in its objective to always increasing shareholders’ value. Key risks’ areas are flagged by the Internal Auditor as they can be early signals of increased risk associated with non-attainment of control objectives. It is the responsibility of the Audit Committee to draw the attention of the Executive Management and the Main Board to ensure that a more effective risk management infrastructure is in place.

The risks below can materially affect the Group’s profitability but Management must have and is having its strategy ready to ensure that risk-mitigation is effective.

Investment Risks

RHT Group has a big concentration of its investments in a major profitable company on the island. The Board has decided to diversify its portfolio by investing in other listed equities in Mauritius and abroad.

In spite of the subdued investment environment due to the prevailing macro-economic situation in Mauritius, RHT investment has managed to remain profitable.

Management is looking for opportunities in more performing opportunities with the help of an Investment Expert. One of the results is investment in global ETF’s.

Management is also looking at private equity opportunities that might reinforce the Group’s service offering.

Industrial Relations Risks

Despite the challenging economic and business environment, RHT Group has been working diligently to have conducive working conditions and a cordial relationship with the workforce. The Group has also implemented various welfare activities for the benefit and betterment of the workforce.

Management has worked successfully with the trade unions and has created an atmosphere of respect and meritocracy.

Industry Risks

The bus industry is a highly regulated industry where prices cannot be increased and labor costs have risen by 34%. The effect is a strong downward push on profits. Competition from unregulated operators is also a worry.

In spite of these burdens RHT Bus Services Ltd is doing its utmost for passenger comfort with new innovations for the convenience of passengers. Nine semi-low floor buses have been added to the fleet this year and we have also seen innovations like “chef on the bus”.

Management through innovation and bold decisions is ensuring the sustainability of the Company.

Insurance Risks

Management believes that all the assets of the Group are adequately insured. There have been no major claims recently and all claims are being closely monitored.

Financial Risks

The borrowings have increased and are therefore creating large interest costs. Management is fully aware of the situation and has presented a plan to reduce the dependence on bank borrowings.

The Company is also under financial strain from the due to the obligatory increase in wages as well as the incapacity to increase fared due to regulations. It could also face interest rate risks as its borrowings has increased.

The other financial risks of the Group and the risk management have been set out in Note 30 to the Financial Statements.

Physical risks

RHT protects its assets and people through comprehensive insurance, training and maintenance programs. It is also the policy of Company to replace buses every ten year therefore lowering any accident risk.

Operational risks

RHT is labelled ISO and therefore has a strong control over its process. The internal auditors also produce reports on a timely basis so management can act on any short fall.

Human resources

RHT has a progressive approach to HR, the staff is followed medically and are treated well. All staff follow training programs.

Technology risks

RHT is dependent to IT for its operations. An audit of the IT systems was done by EY. The audit suggested a couple of improvements that will be implemented by management.

Business continuity

The Company has a comprehensive business continuity plan set up. The board is satisfied with the scope of the plan.

Compliance

The directors are satisfied with the compliance of the Company to the corporate code, the Road Development Authority rules, as well as with the FRC guidelines.

Reputational risks

The Company manages its reputation through prevention by building up the brand. At this stage, the brand is recognized as a leader in the bus industry.

Corporate Governance Report Corporate Governance Report(Cont’d) (Cont’d)

RHT HOLDING LTD


Annual Report 2015

Corporate Governance Report Corporate Governance Report(Cont’d) Integrated Sustainability Reporting (Cont’d)

(a) HR and employees’ welfare Integrated Sustainability Reporting

1. Social Issues

(a) HR and employees’ welfare

RHT Holding Ltd understands that the value of its human capital and HR practices play a key role in determining the Company’s success in gaining a competitive advantage. Since the 1970’s – 1980’s the average ratio of the HR Department to total number of employees has been around 1 for every 200 employees served by the department and today the ratio has decreased to 1 for every 80 employees served by the department. This is only a slight indication of the importance that top management is devoting to the HR Department. At 30th June 2015, the Group had 389 employees. In the Group, the job profile for each position is shaped by each HOD in collaboration with the HR Department so that there is no gap between the job competencies and the profile of the candidate being selected. In this respect, an evaluation of the performance of each confirmed employee is made twice a year and feedback on their respective performance is given to them.

The knowledge and skills development is vital to the health of the Group. All employees in the organisation are expected to contribute to training and development efforts. The Identification of training needs is carried out through the training needs analysis and the performance reviews so that the training gap is reduced considerably.

HR planning

The process of HR Planning consists of forecasting, goal setting and strategic planning. A headcount for each department is submitted for approval at the start of the new financial year and recruitment will be made according to this plan. However this planning may be changed during the course of the year with the express consent of the Managing Director.

Recruitment and Selection and job description

The goal of RHT Holding’s recruitment program is to ensure that the Company has a number of reasonably qualified applicants to choose from whenever there is a vacancy.

We have a job description for each position and whenever there is a new position which is being created in the Company, a new job description is created so that the profile of the candidate is matched with that of the position so that the selection process is more effective.

The job description will comprise of the following: • Job Title• Reporting line• Job Summary• Duties and Responsibilities• Key Performance Indicators• Profile of candidate

Training plan and training policy

The development of the abilities of staff members at all levels of the organisation to their full potential is a basic requirement for our long term organizational success. A training needs analysis (TNA) is conducted whilst carrying out annual performance appraisals to identify competency gaps. The TNA takes into consideration the required competencies for sustaining and/or improving customer satisfaction.

Training needs are identified for:

• New recruits• People who have a change in their work environment or• People who have a change in their function or• Any changes to the quality management system

Welfare

Having transport has its core activity RHT Holding Ltd provides various benefits to ensure its employees’ welfare. The basic purpose of employee welfare is to improve well being of our employees while they are at work and build a team culture. We believe that a happy worker will deliver outstanding service and in turn lead to many happy passengers.

The welfare function helps to keep the morale and motivation of our employees high also allows us to retain the employees for longer. Providing a good employee welfare plan reflects well on our business, building a good Company image and obviously we become an employer of choice. A specific welfare budget is voted every year to cater for the workforce.

(i) Welfare area and welfare administration

A Welfare Committee composed of 20 employees from different departments has also been set up and a budget allocated to them. They have the responsibility to organise and plan welfare activities related to outings and internal competitions such as domino and carom.

The Welfare Committee Members have the duty to elect their own president and vice president every year. Due to the nature of our business the welfare members meet every 3 to 4 months and during these meetings the progress of the Welfare Calendar is discussed.

(ii) Welfare Activities

An employee of the month competition is held for all employees to reward performance. We have at least 3 winners every month and the prizes offered are usually shopping vouchers, cinema tickets, a certificate and a shield for each winner. On this occasion, a small get together is held.

Best employees of the year award was offered to the 10 best performers. A family fun day was also organised where the employees along with their spouse and children were invited to spend a great time at RHT House. A jumping castle was placed for the children with many other activities for the adults as well as the younger generation.

A yearly party was organised at the beginning of the year to thank the employees for their valued contribution and achievement.

(iii) Personal accident cover and doctor on site

The Company is contributing in a 24 hrs personal accident cover to all employees which means that any employee who has an injury at work or at their residence can go to a private doctor or clinic where they will have a refund on their medical expenses.

Moreover, the Company has retained the services of a doctor and twice weekly, any employee who has any health issues or seeking medical advice can have an appointment with the Company doctor.

(b) Ethics

Top management is determined to develop a very strong ethics culture in the RHT Group. In that respect, the senior management have been following workshops and receiving training on how to implement such an ethics culture among the Group and it is now being cascaded to all levels of the staff of the Company. RHT is determined that business should be carried out in the most ethical way having regards to the needs and expectations of all shareholders.

At the end of June 2014, an ethics charter has been adopted by the Board of the Company and will be escalated to all levels of staff to establish the best possible ethical culture in the Group, among the staff itself but towards all the stakeholders as well, be it customers or suppliers.

An Ethics committee chaired by a board member will be set up as from January 2016.

(c) The quality management system and compliance to international standards

RHT Bus Services Ltd has, since November 2013, become an ISO- certified Company and we strive on a day-to-day basis to keep the level of service offered to all our stakeholders to its maximum.

Our quality policy has been defined as follows:

‘’ RHT BUS SERVICES Ltd. is a trendsetter in a highly competitive transport services industry. Engineering new ways to exceed and please our customers in the most ethical manner is not a desire it is mandatory.

Sustaining an outstanding level of service is extremely important to us and that is why we have deeply embedded our values into our working practices. We remain completely committed to fulfilling all our requirements and continually improve the quality management system for the satisfaction of all our stakeholders. Our people are central to the activities of the Company and management is dedicated to ensuring that everyone at RHT BUS SERVICES Ltd. understands their contribution towards total satisfaction’’

RHT HOLDING LTD


Annual Report 2015

The achievement of the ISO 9001:2008 certification is extremely important to RHT Bus Services Ltd because it provides a solid platform from which we shall be able to grow and develop in the future.

Quality without doubt has to be embedded into everything we do and consequently, the contribution and efforts from everyone at RHT Bus Services Ltd is of paramount importance. Staying customer focused will improve our performance on a continual basis while upholding the values that make us different. With everyone working together and aligned we can sustain a quality culture. Success is a cultivated habit and we are integrating quality management principles into our day to day activities at all levels of the organization. This is essential for efficiency and also for business excellence.

RHT Bus Services Ltd has established a sustainable Quality Management System in accordance with the ISO 9001 for quality management. The full documentation of our Quality Management System produces objective evidence that demonstrates full compliance with the specified requirements through the various procedures defined in this Quality Manual. All areas of concern is reviewed to improve processes and seek best operating practices.

As described earlier, the commitment from Top Management cannot be denied as all resources have been made available so that the Quality Management System is implemented, maintained and monitored.

A Quality Management Representative (QMR) has been appointed and regular meetings are held with the all Heads of Department in order to update the status of the corrective and preventive actions through a database. RHT Bus Services Ltd has implemented a mechanism to monitor the adequacy, suitability and effectiveness of all the quality management system processes through internal audits and takes all required actions to eliminate the cause of non-conformities in order to prevent them from happening again. The resource allocated to these corrective actions is directly linked to severity and impact of the associated risk. This ensures that corrective actions are practical and cost effective. The weaknesses that are identified in these audits are reported and corrective measures are taken to eliminate them.

The processes within the quality management system are also periodically reviewed to ensure that there are no loop holes or weaknesses which could have dire consequences on our ability to deliver bus transport services. This part of the process is extremely important for continual improvement and sustaining the effectiveness of the QMS processes.

Being proactive in the identification and reporting of potential issues is vital for the continual improvement process. People are being paid to make mistakes and mistakes are often costly and easily avoided. A preventive action is therefore a cost effective initiative that has to be nurtured and adopted by everyone at RHT Bus Services Ltd because it prevents mistakes from actually happening. All risks that can have an effect on the delivery of our services are considered and preventive measures are taken whenever the severity and impact of the risks requires.

Besides attending to the corrective and preventive actions, RHT Bus Services Ltd has categorised activities through three types of processes • Processes that manage the sustainment and continual improvement of our system.

• Processes (operations) needed to actualise our operations and take advantage of opportunities to improve our performance.

• Processes (support) which enable the processes (Operations) to function efficiently and effective.

(d) Customer Engagement

Meetings are organized with customers of the Group every quarter so that management can have the opportunity to meet with them to have feedbacks and suggestions as to how the Group could improve its services but also to see what customers think are being done well by the Company. This is a good way to stay in touch with them and always being attentive to the customers’ needs.An Intercollege debate was also held on 18th May 2015 on road congestion whereby students were given the chance to discuss what they thought would be the best way to relieve traffic congestion in Mauritius. The Honourable Minister for Transport and Public Infrastructure was the guest of honour for this event.

(e) Health and Safety

Occupational health and safety is an undertaking of all the stakeholders at RHT. We ensure full compliance with all relevant occupational, safety and Health Act by maintaining a safe working environment and safe plant and systems.

The Management and all employees are responsible of safety and the development of a safety culture and will ensure a continuous improvement in the safety standard and the implementation of safe work practices for the internal as well as the external customers.


First and foremost we ensure compliance with all relevant Occupational, Safety and health Act. We work hand in hand with the factory inspectors and attend all requests made during their visits.

Being a listed Company on the stock exchange, we always ensure that all legal requirements are respected in order to maintain a safe working environment. We have set up a safety committee comprising of more than 12 members including head of departments, employees from different departments and a safety officer.

The safety committee is held every 2 months whereas a team, safety issues are addressed and actions are taken. Very often issues beyond our control, such as traffic congestions, hackers, drug addicts by bus stands, are reported and these issues are usually channeled to the government body for action through formal letters

Communication for Health and Safety matters

Notices concerning the Health and Safety are usually communicated to all Staff. Minutes of meeting are being displayed on the notice boards. Field trips are carried out by managers and feedback gathered relating to safety, customer care and cleanliness are taken in management meeting. A fleet leader has been dedicated to communicate coordinate to the traffic crew on a daily basis.

All drivers carry out a daily inspection on their respective bus allocated to them and they will fill up the check lists before they leave depot. A signed copy of this driver’s check list is kept at the Traffic Office and the bus is grounded if there are any critical issues such as oil spill from the engine, brake failures, wheels not as per set standard and cracks on the windscreen.

In case of minor repairs such as a dent on the body or seats needing refurbishment the bus is called later during the day after the peak time operations. However, whenever there are spare buses, even buses needing minor repairs are grounded as well.

Driver’s manual

A driver’s manual is distributed and explained to all drivers working at RHT Bus Services Ltd so as to ensure that they understand the importance of safety in each and every aspect of their duties.

Health monitoring

By making workers feel better and healthier, workplace health promotion leads to many positive consequences like reduced turnover and absenteeism, enhanced motivation and improved productivity. Checks such as blood pressure or cholesterol level are carried out under the supervision of the Ministry of Health.

Breath analyser device

In order to ensure an alcohol free workplace, random checks are carried out daily by our Head Security. Any employee who has a level of alcohol which is above the authorised level is not allowed to take duty.

Risk assessment at organisational level and on Bus stands

The Risk Assessments are regularly carried out in order to identify hazards and measure the risks level. As per the current legislations, organisations must submit their risk assessment to the authorities every 2 years. However at RHT Bus Services Ltd. these assessments were performed every 6 months.

Speed limiters and Reverse alarm

Our fleet of buses are fitted with speed limiters and reverse alarm. These are measures to design safe work practices through accident analysis and implementation of preventive actions. However, even though the buses are fitted with reverse alarm, it is the policy of the Company that all drivers reversing must be assisted by the conductor or another person in case the conductor is not available at the time the driver is reversing the bus.

Safety video clips and emergency procedures as a means of training

The importance that Management shows with respect to safety can also be seen when the Company invested in making video clips where our own employees had participated. This has enabled the employees participating to not only understand and become aware of the importance of safety but also to all those who had not participated in the video clips to have a better Health and Safety awareness on the job while viewing the video clips.

Integrated Sustainability Reporting (Cont’d) Integrated Sustainability Reporting (Cont’d)

RHT HOLDING LTD


Annual Report 2015

We have also established a set of standard emergency procedures including (cyclone, flash flood, riots, and accidents, breakdown on road, oil and diesel spills). The emergency procedures are laminated and distributed to all our team leaders so that right action is taken during an emergency.

Fire drills on premises and in Buses

Fire drills are organised every year and a fire drill in a bus emulating a real scenario was conducted in April 2014. The police department, ambulance services and RHT first aiders and fire warden were involved for the drill in bus where evacuation and simulation took place.

Two mini buses have been fitted with waist belts to ensure safety of the school kids.

Other Health and Safety channels

• Free Medical check-up, twice a week on premises.• Free medical checks to a private clinic for workshop employees who are exposed to waste oil , welding rods , painting and solvent and acid • Fire action procedures fitted in the bus.• Panic button.• GPS device fitted on our fleet to enable the Traffic Office to know the exact location of our buses.• Police escort for our cash in transit.• Cameras in our buses.• Data analysis on injuries and accidents in order to take right decision and take corrective and preventive action.• Free Hot Line which allows a better flow of communication regarding any problem commuter’s encounter during their trip.• Pedestrian markings in our depot. • Protective equipment for the employees • Full time trainer on site.• Defensive Driving training techniques by police road safety unit every year.• Training on chemicals usage and weight lifting techniques done by the safety officer• Oil and fuel spillage training by Vivo Energy every year

2. Engineering report

(a) Fleet

The fleet at RHT Bus Services Ltd stands at an average at 4.82 years as at end of June 2015. The Legislated Euro norms of Euro 1 is exceeded in about 39% of our fleet being operated as on date. The new trend of vehicle is equipped with the technology of electric retarder which will in turn bring in fuel efficiency and reductions in waste i.e. brake lining and other wear and tear materials.

With fleet renewal in calendar year 2014 – 2015, we now have buses with Euro 2 and Euro 3 norms and the table below provides an indication of CO2 emission on our fleet of buses.

3. Environmental issues

Improving fuel efficiency and emitting less CO2

On the other edge, with monitoring on fuel efficiency at least two opacity checks are being done daily on the fleet.

The graph below shows the CO2 emission based on 2.65 kgs emitted per litre of diesel consumed.


Contribution to the Water Table.

RHT Bus Services Ltd has moved to the use of sealed maintenance free batteries thus reducing the risk of battery electrolyte falling on the ground and seeping in. This has also contributed to an increased life cycle of the batteries and has reduced the risk of lead pollution caused by cracked battery casings.

Recycling of waste.

We have introduced PET bottles area and the daily cleaning activity on the buses do generate a substantial amount of these pet bottles. These are stored in a scheduled area for disposal to the approved supplier.

Disposal of used batteries

RHT Bus Services Ltd has also taken initiatives to sell the used batteries to approved suppliers in order to reduce the risk of pollution.

Training of staff and crew

Our health and safety committees do cater for the training of staff on our commitment on Environment norms, for example, smoking in premises, littering, educating passengers of refraining from eating in buses.

Contribution to a better use of imported resources.

The lube consumption has also shown a substantial drop during the year, which drop was basically brought in by the scrapping of the Old Ashok Leyland and having better control over kilometrage covered for oil changes. Extension of oil drain intervals has been possible with spectrometric analysis of used oil at the manufacturer’s specification and has been integrated in the schedules.

Below depicts the trend and the effects on environment due to lesser lubricant being used. All used oil is disposed to the approved authority as advised by the Ministry of Environment.

Disposal of electronic waste.

All electronic waste comprising of Rechargeable batteries recouped from the Electronic Ticketing machines, Computer, that is, VDU, LCD and keyboards are disposed to the authorized recycling agent.

Rainwater Harvesting.

We have also introduced rain water harvesting from the roof tops of the workshop shed and connected to the water tanks –this in a bid to save on our water consumption.

Integrated Sustainability Reporting (Cont’d) Integrated Sustainability Reporting (Cont’d)

RHT HOLDING LTD


Annual Report 2015

Corporate Governance Report Statement of ComplianceUnder S. 75(3) of the Financial Reporting Act

Contributing to the reduction of Green House Gases.

Our contribution to the National grid has also shown substantial drop in electrical power by use of LED flood lights, installation of Timers and

being more responsible to power consumption and the impact on Green House gases.

Nayan Sharma Paul Ah Leung

Chairperson Board of RHT Holding Ltd

Director and Chairperson of the Corporate Governance, Nomination and Remuneration Committee

Nayan Sharma Paul Ah Leung

Chairperson Board of RHT Holding Ltd

Director and Chairperson of the Corporate Governance, Nomination and Remuneration Committee

Name of PIE: RHT Holding Ltd

Reporting Period: 1st July 2014 to 30th June 2015

We, the Directors of RHT Holding Ltd, confirm that to the best of our knowledge the Company has not complied with the following section of the Code of Corporate Corporate Governance at 30th June 2015:

-2.2: Composition of the Board: there was only one executive director

However, although at the date of reporting, the Company had not complied with Section 2.2 of the Code whereby Mr Sharma was still the sole executive director of the Company and of the RHT Group, Mr Ravindra Goburdhun has been appointed as executive director of the Company and of the RHT Group on 29th September 2015 so that the Company is no longer non-compliant to the National Code of Corporate Governance.

Signed By:

29th September 2015

This report was approved by the Board of Directors on 29th September 2015

Integrated Sustainability Reporting (Cont’d)

RHT HOLDING LTD


Annual Report 2015

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

- Select suitable accounting policies and then apply them consistently;- Make judgements and estimates that are reasonable and prudent;- State whether International Financing Reporting Standards have been followed and complied with, subject to any material departures being

disclosed and explained in the financial statements; and- Prepare the financial statements on a going concern basis unless it is inappropriate to presume that the Company will continue in business;- State whether the Code of Corporate Governance has been adhered to or if not, give reasons where there has been no compliance.

The directors confirm that they have complied with the above requirements in preparing the financial statements.

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

The directors report that adequate accounting records and an effective system of internal controls and risk management have been maintained.

Signed on behalf of the Board of Directors

Nayan Sharma Sidharth Sharma

Chairperson Managing director

29th September 2015

Statement of Directors’ Responsibilities in Respect of Financial Statements

Sandrine Moussa, ACISSecretary

29th September 2015

Secretary’s Certificate Year Ended 30th June 2015

I, undersigned, hereby certify that to the best of my knowledge and belief, the Company has filed with the Registrar of Companies all such returns as are required under the Mauritius Companies Act 2001.

RHT HOLDING LTD


Annual Report 2015

Statutory Disclosures

1. Directors

The names of the directors of the Company at 30th June 2015 are set out on page 27 of the Report.

The Directors of Subsidiaries are also listed on page 32 of the Report.

2. Directors remuneration

The Directors’ remuneration from the Company and from the subsidiaries is listed on page 35 of the Annual Report.

3. Financial statements

The financial statements are attached to the Annual Report

4. Auditors’ Report

The external auditors are responsible to ensure that the financial statements are fairly presented. The report signed by Deloitte is attached to the Annual Report. The remuneration accruing to the auditors for the year for audit for the Group is Rs 1,121,250 and Rs 92,949 for other non-audit services comprising mainly of tax and advisory services.

5. Corporate Social Responsibility

There were no CSR donations for the year.

6. Donations

Donations of Rs 40,000 were given during the year.

There were no political donations given during the year.

7. Dividends

The Board declared a dividend of Rs 0.85 per share for the year ended 30th June 2015 compared to Rs 0.65 per share for the year ended 30th June 2014.

8. Service Contract

Mr. Van Man Sin Kwok Wong was appointed project Coordinator with non-executive powers of RHT Properties Ltd and is looking into all new project of properties development. Any fee paid to him was attributable to project cost.

9. Interest register

The interests of the directors of the Company are listed in the table on page 33 of the report.

10. Corporate Governance Report

The Corporate Governance report forms part of the Report.

Year Ended 30th June 2015



29th September 2015

RHT HOLDING LTD


Annual Report 2015

This report is made solely to the Company’s shareholders, as a body, in accordance with section 205 of the Mauritius Companies Act 2001. Our audit work has been undertaken so that we might state to the company’s shareholders those matters we are required to state to them in an auditors’ report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s shareholders as a body, for our audit work, for this report, or for the opinions we have formed. Report on the Financial Statements

We have audited the financial statements of RHT Holding Ltd (“The Company”) and its subsidiaries (collectively referred to as “ The Group”) on pages 52 to 98 which comprise the statements of financial position as at 30 June 2015 and the statements of profit or loss and other comprehensive income, statements of changes in equity and statements of cash flows for the year then ended and a summary of significant accounting policies and other explanatory information. Directors’ responsibilities for the financial statements The directors are responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards and in compliance with the requirements of the Mauritius Companies Act 2001 and the Financial Reporting Act 2004. They are also responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. Auditors’ responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditors consider internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the financial statements on pages 52 to 98 give a true and fair view of the financial position of the Group and the Company as at 30 June 2015 and of their financial performance and cash flows for the year then ended in accordance with International Financial Reporting Standards and comply with the requirements of the Mauritius Companies Act 2001 and the Financial Reporting Act 2004. Report on other legal requirements The Mauritius Companies Act 2001 In accordance with the requirements of the Mauritius Companies Act 2001, we report as follows: • we have no relationship with, or interests in, the Company and its subsidiaries other than in our capacities as auditors and tax advisors; • we have obtained all information and explanations that we have required; and • in our opinion, proper accounting records have been kept by the Company as far as appears from our examination of those records. The Financial Reporting Act 2004 The directors are responsible for preparing the Corporate Governance Report. Our responsibility is to report to the extent of compliance with the Code of Corporate Governance as disclosed in the annual report and on whether the disclosure is consistent with the requirement of the Code. In our opinion, the disclosure in the annual report is consistent with the requirements of the Code.

INDEPENDENT AUDITORS’ REPORT TO THE SHAREHOLDERS OF RHT HOLDING LTD

Financial StatementsIndependent Auditos’ Report to the Shareholders of the RHT Holding Ltd

Statement of Financial Position

Statement of Profit or Loss and Other Comprehensive Income

Statement of Changes in Equity

Statement of Cash Flows

Note to the Financial Statements

515253 555758

Deloitte R. Srinivasa Sankar, FCA

Chartered Accountants Licensed by FRC

29 September 2015

RHT HOLDING LTD


Annual Report 2015

THE GROUP THE COMPANY2015 2014 2015 2014

Notes Rs Rs Rs RsASSETS

NON-CURRENT ASSETSProperty, plant and equipment 4 188,389,360 163,213,935 5,513 14,702 Investment properties 5 64,400,000 43,495,150 - - Intangible assets 6 4,501,058 5,192,710 - 71,599 Investments in subsidiaries 7 - - 476,624,066 469,924,066 Investment in securities - Available for sale 9 339,794,683 399,894,223 - - Deferred tax assets 14 216,129 6,371,547 216,129 6,371,547

597,301,230 618,167,565 476,845,708 476,381,914 CURRENT ASSETSInvestment in securities - Held for trading 9 102,641,000 123,195,000 - - Inventories 10 3,070,168 3,547,934 - - Trade and other receivables 11 45,752,526 32,953,014 152,604 1,439,746 Cash at bank and in hand 26 65,711,722 23,357,686 2,067,732 4,376,214

217,175,416 183,053,634 2,220,336 5,815,960 Assets held for sale 33 3,525,000 - - -

TOTAL ASSETS 818,001,646 801,221,199 479,066,044 482,197,874

EQUITY AND LIABILITIES

CAPITAL AND RESERVESStated capital 12 24,324,300 24,324,300 24,324,300 24,324,300 Reserves 610,804,871 620,942,532 415,627,127 403,975,709

TOTAL EQUITY 635,129,171 645,266,832 439,951,427 428,300,009

NON CURRENT LIABILITIES Borrowings 13 50,509,700 19,042,354 - - Deferred tax liabilities 14(b) 325,724 355,747 - - Retirement benefit obligations 15 40,033,000 36,772,000 991,000 670,000 Obligations under finance leases 16 7,550,749 11,144,886 - -

98,419,173 67,314,987 991,000 670,000 CURRENT LIABILITIESBank overdraft (secured) 26 45,201,337 43,612,782 - - Borrowings 13 5,753,054 3,518,337 - - Tax Liability 14(b) 2,228,431 1,401,963 - - Obligations under finance leases 16 3,558,434 14,857,099 - - Trade and other payables 17 21,022,863 19,776,231 31,434,434 47,754,897 Dividend 18 6,689,183 5,472,968 6,689,183 5,472,968

84,453,302 88,639,380 38,123,617 53,227,865

TOTAL EQUITY AND LIABILITIES 818,001,646 801,221,199 479,066,044 482,197,874

Approved by the Board of Directors and authorised for issue on 29th September 2015

The notes on pages 58 to 98 form an integral part of these financial statements.

STATEMENTS OF FINANCIAL POSITIONAT 30 JUNE 2015

STATEMENTS OF PROFIT OR LOSSAND OTHER COMPREHENSIVE INCOMEFOR THE YEAR ENDED 30 JUNE 2015

THE GROUP2015 2014

Notes Rs Rs

REVENUE 19 286,427,035 248,067,480

OPERATING EXPENSES 21 (205,390,655) (189,043,717)

GROSS OPERATING INCOME 81,036,380 59,023,763

OTHER INCOME 20 24,415,043 24,475,488

GAIN ON REVALUATION OF INVESTMENT PROPERTIES 5 20,904,850 -

ADMINISTRATIVE EXPENSES 22 (72,097,151) (47,978,031)

PROFIT FROM OPERATIONS 54,259,122 35,521,220

FINANCE COSTS 23 (8,873,528) (8,412,107)

PROFIT BEFORE TAX 34 45,385,594 27,109,113

TAX EXPENSE 14 (7,260,175) (2,693,257)

PROFIT FOR THE YEAR 38,125,419 24,415,856

OTHER COMPREHENSIVE INCOME/(LOSS)

Items that will not be reclassified subsequently to profit or loss:Gain on revaluation of property, plant and equipment 4 13,029,932 - Movement in retirement benefit obligation 15 (1,003,000) (1,563,000)Deferred tax on retirement benefit obligations 16,350 (12,300)

12,043,282 (1,575,300)

Items that may be reclassified subsequently to profit or loss:Fair value realised on disposal of available-for-sale financial assets (49,151,017) (6,442,825)(Loss) / Gain on fair value of investments in securities 9 (819,279) 58,414,611 Exchange gain on translation of foreign operations 1,762 647,150

(49,968,534) 52,618,936

OTHER COMPREHENSIVE (LOSS)/INCOME (37,925,252) 51,043,636

TOTAL COMPREHENSIVE INCOME 200,167 75,459,492

Profit attributable to :

Owners of the parent company 38,125,419 24,415,856

Total comprehensive income attributable to:

Owners of the parent company 200,167 75,459,492

EARNINGS PER SHARE 24 3.13 2.01

NET ASSET VALUE PER SHARE 25 52.22 53.06




RHT HOLDING LTD


Annual Report 2015

STATEMENTS OF PROFIT OR LOSSAND OTHER COMPREHENSIVE INCOMEFOR THE YEAR ENDED 30 JUNE 2015

THE COMPANY2015 2014

Notes Rs Rs

DIVIDEND INCOME 43,821,616 12,028,529

OTHER INCOME 20 8,704 1,152

43,830,320 12,029,681

ADMINISTRATIVE EXPENSES 22 (13,248,190) (10,445,560)

PROFIT FROM OPERATIONS 30,582,130 1,584,121

FINANCE COSTS 23 (2,328,466) (27,078)

PROFIT BEFORE TAX 28,253,664 1,557,043

TAX EXPENSE 14 (6,171,768) (1,366,130)

PROFIT FOR THE YEAR 22,081,896 190,913

OTHER COMPREHENSIVE (LOSS)/INCOME

Items that will not be reclassified subsequently to profit or loss:Movement in retirement benefit obligation 15 (109,000) 82,000 Deferred tax on retirement benefit obligations 16,350 (12,300)

(92,650) 69,700 Items that may be reclassified subsequently to profit and loss:Fair value realised on disposal of available-for-sale financial assets - 93,821

TOTAL COMPREHENSIVE INCOME FOR THE YEAR 21,989,246 354,434


Equity Attributable to Owners of the Company

THE GROUP NotesStated capital

Translation reserve

Fair value and Investment revaluation reserves

Other reserves

Retained earnings Total

Rs Rs Rs Rs Rs Rs

At 1 July 2013 - As previously reported 24,324,300 2,703,798 352,200,258 - 204,105,732 583,334,088

Prior year adjustments following revision in IAS 19 Retirement Benefit Obligations 15 - - - (5,250,000) (373,000) (5,623,000)Prior year adjustment in respect of deferred tax adjustments - - - 750 900 1,650

- - - (5,249,250) (372,100) (5,621,350)

At 1 July 2013 - As restated 24,324,300 2,703,798 352,200,258 (5,249,250) 203,733,632 577,712,738

Profit for the year - - - - 24,415,856 24,415,856 Other comprehensive income for the year - 647,150 51,971,786 (1,575,300) - 51,043,636

Total comprehensive income for the year - 647,150 51,971,786 (1,575,300) 24,415,856 75,459,492

Dividend 18 - - - - (7,905,398) (7,905,398)

At 30 June 2014 24,324,300 3,350,948 404,172,044 (6,824,550) 220,244,090 645,266,832

At 1 July 2014 24,324,300 3,350,948 404,172,044 (6,824,550) 220,244,090 645,266,832

Profit for the year - - - - 38,125,419 38,125,419 Other comprehensive income for the year - 1,762 (36,940,364) (986,650) - (37,925,252)

Total comprehensive income for the year - 1,762 (36,940,364) (986,650) 38,125,419 200,167

Dividend 18 - - - - (10,337,828) (10,337,828)

At 30 June 2015 24,324,300 3,352,710 367,231,680 (7,811,200) 248,031,681 635,129,171


STATEMENTS OF CHANGES IN EQUITYFOR THE YEAR ENDED 30 JUNE 2015

RHT HOLDING LTD


Annual Report 2015

THE COMPANY NotesStated capital

Investment revaluation reserves

Other reserves reserves

Retained earnings Total

Rs Rs Rs Rs Rs

At 1 July 2013 - As previously reported 24,324,300 (93,821) - 411,629,844 435,860,323

Prior year adjustments following revision in IAS 19 Retirement Benefit Obligations

15 - - (5,000) (6,000) (11,000)

Prior year adjustment in respect of deferred tax adjustments - - 750 900 1,650

- - (4,250) (5,100) (9,350)

At 1 July 2013 - As restated 24,324,300 (93,821) (4,250) 411,624,744 435,850,973

Profit for the year - - - 190,913 190,913 Other comprehensive income for the year - 93,821 69,700 - 163,521

Total comprehensive income for the year - 93,821 69,700 190,913 354,434

Dividend 18 - - - (7,905,398) (7,905,398)

At 30 June 2014 24,324,300 - 65,450 403,910,259 428,300,009

At 1 July 2014 24,324,300 - 65,450 403,910,259 428,300,009

Profit for the year - - - 22,081,896 22,081,896 Other comprehensive income for the year - - (92,650) - (92,650)

Total comprehensive income for the year - - (92,650) 22,081,896 21,989,246

Dividend 18 - - (10,337,828) (10,337,828)

At 30 June 2015 24,324,300 - (27,200) 415,654,327 439,951,427



STATEMENTS OF CHANGES IN EQUITY (CONT’D)FOR THE YEAR ENDED 30 JUNE 2015

THE GROUP THE COMPANY

Notes 2015 2014 2015 2014

Rs Rs Rs Rs

CASH FLOWS FROM OPERATING ACTIVITIES

Profit before taxation 45,385,594 27,109,113 28,253,664 1,557,043

Adjustments for:

Depreciation on property, plant and equipment 4 24,639,510 21,389,671 9,189 10,023

Dividends receivable (1,923,000) (15,212,228) (43,821,616) (12,028,529)

Loss realised on disposal of assets classified as held for trading 105,020 - - -

Increase in fair value of investments held for trading 20 (946,000) (16,617,000) - -

Amortisation of intangible assets 6 691,652 1,191,452 71,599 171,836

Finance costs 23 8,873,528 8,412,107 2,328,466 27,078

Interest income 20 (774,160) (420,656) (8,704) (1,152)

(Profit)/loss on sale of investment in securities (44,669,190) (8,397,925) - 91,026

Provision for retirement benefits obligations 15 5,868,000 5,134,000 212,000 177,000

Profit on disposal of property, plant and equipment 20 (1,839,561) (173,367) - -

Profit on revaluation of investment property (20,904,850) - - -

Impairment on property, plant and equipment 4 4,837,148 - - -

Impairment on inventory 354,376 - - -

Provision for bad debts 541,068 450,511 - -

Foreign currency translations - 650,650 - -

(25,146,459) (3,592,785) (41,209,066) (11,552,718)

OPERATING PROFIT/(LOSS) BEFORE WORKING CAPITAL CHANGES 20,239,135 23,516,328 (12,955,402) (9,995,675)

(Increase)/decrease in inventories 123,390 (1,033,391) - -

Decrease in trade and other receivables 2,148,857 4,240,449 1,287,142 3,492,600

(Increase)/decrease in trade and other payables 1,248,394 (1,206,541) (16,320,463) 3,585,281

Purchase of investments in securities 9 (68,554,244) (4,602,820) - -

Proceeds on sale of investments in securities 125,485,295 20,555,100 - 199,995

Dividends received 2,175,833 7,711,946 43,821,616 11,500,000

62,627,525 25,664,743 28,788,295 18,777,876

CASH GENERATED FROM OPERATING ACTIVITIES 82,866,660 49,181,071 15,832,893 8,782,201

Tax paid 14(b) (296,869) (1,409) - -

Retirement benefit contribution paid 15 (3,610,000) (914,000) - -

(3,906,869) (915,409) - -

NET CASH GENERATED FROM OPERATING ACTIVITIES 78,959,791 48,265,662 15,832,893 8,782,201

CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of intangible assets 6 - (690,000) - -

Purchase of property, plant and equipment (45,827,799) (14,740,188) - -

Purchase of additional shares in subsidiary - - (6,700,000) -

Interest on savings accounts 774,160 420,656 1,176 1,152

Interest from intercompany balances - - 7,528 -

Proceeds on disposal of property, plant and equipment 6,045,209 1,756,766 - -

NET CASH (USED IN)/GENERATED FROM INVESTING ACTIVITIES (39,008,430) (13,252,766) (6,691,296) 1,152

CASH FLOWS USED IN FINANCING ACTIVITIES

Dividend paid (9,121,613) (6,081,075) (9,121,613) (6,081,075)

Finance costs (8,873,528) (8,412,107) (2,328,466) (27,078)

Proceeds from bank loan 38,600,000 - - -

Repayment of bank loans (4,897,937) (3,772,853) - -

Repayment of obligations under finance lease (14,892,802) (20,198,640) - -

NET CASH GENERATED FROM/(USED IN) FINANCING ACTIVITIES 814,120 (38,464,675) (11,450,079) (6,108,153)

EQUIVALENTS 40,765,481 (3,451,779) (2,308,482) 2,675,200

CASH AND CASH EQUIVALENTS AT 1 JULY (20,255,096) (16,803,317) 4,376,214 1,701,014

CASH AND CASH EQUIVALENTS AT 30 JUNE 26 20,510,385 (20,255,096) 2,067,732 4,376,214

STATEMENTS OF CASH FLOWSFOR THE YEAR ENDED 30 JUNE 2015

RHT HOLDING LTD


Annual Report 2015

NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2015FOR THE YEAR ENDED 30 JUNE 2015

1. APPLICATION OF NEW AND REVISED INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRSs)

In the current year, the Group and the Company has applied all of the new and revised Standards and Interpretations issued by the International Accounting Standards Board (“IASB”) and the International Financial Reporting Interpretations Committee (“IFRIC”) of the IASB that are relevant to its operations and effective for accounting periods beginning on 1 July 2014.

1.1 Revised Standards applied with no material effect on the financial statements

The following relevant revised Standard has been applied in these financial statements. Its application has not had any material impact on the amounts reported for current and prior years but may affect the accounting for future transactions or arrangements.

IAS 16 Property, Plant and Equipment - Amendments resulting from Annual Improvements 2009-2011 Cycle (servicing equipment)IAS 24 Related Party Disclosures - Amendments resulting from annual improvements 2010-2012 Cycle (management entities) IAS 32 Financial Instruments: Presentation - Amendments relating to the offsetting of assets and liabilitiesIAS 36 Impairment of Assets - Amendments arising from Recoverable Amount Disclosures for Non-Financial AssetsIAS 39 Financial Instruments: Recognition and Measurement - Amendments for novations of derivativesIFRS 10 Consolidated Financial Statements - Amendments for investment entitiesIFRS 12 Disclosure of Interests in Other Entities - Amendments for investment entitiesIFRS 13 Fair Value Measurement - Original issue IFRS 13 Fair Value Measurement - Amendments resulting from Annual Improvements 2010-2012 Cycle (short-term receivables and payables

(Amendments to basis for conclusions only)IFRS 13 Fair Value Measurement - Amendments resulting from Annual Improvements 2011-2013 Cycle (scope of the portfolio exception in

paragraph 52)

1.2 Standards and Interpretations in issue not yet effective

IAS 1 Presentation of Financial Statements - Amendments resulting from disclosure initiative (effective 1 January 2016)IAS 16 Property, Plant and Equipment - Amendments bringing bearer plants into the scope of IAS 16 (effective 1 January 2016)IAS 16 Property, Plant and Equipment - Amendments regarding the clarification of acceptable methods of depreciation and amortisation

(effective 1 January 2016)IAS 19 Employee Benefits - Amendments resulting from September 2014 Annual Improvements to IFRS (effective 1 January 2016)IAS 39 Financial Instruments - Amendments to permit an entity to elect to continue to apply the hedge accounting requirements in IAS 19 for

a fair value hedge of the interest rate exposure of a portion of a portfolio of financial assets or financial liabilities when IFRS 9 is applied, and to extend the fair value option to certain contracts that meet the ‘own use’ scope exception (effective 1 January 2018)

IFRS 7 Financial Instruments: Disclosures – Deferral of mandatory effective date of IFRS 9 and amendments to transition disclosures (effective 1 January 2015)

IFRS 7 Financial Instruments: Disclosures – Additional hedge accounting disclosures (and consequential amendments) resulting from the introduction of hedge accounting chapter in IFRS 9 (effective 1 February 2015)

IFRS 9 Financial Instruments - Finalised version, incorporating requirements for classification and measurement, impairment, general hedge accounting and derecognition (effective 1 January 2018)

IFRS 11 Joint Arrangements - Amendments regarding the accounting for acquisitions of an interest in a joint operation (effective 1 January 2016) IFRS 15 Revenue From Contracts With Customers - Original issue (effective 1 January 2017)

The directors anticipate that these Standards and Interpretation will be applied on their effective dates in future periods. The directors have not yet had an opportunity to consider the potential impact of the application of these amendments.

2. SIGNIFICANT ACCOUNTING POLICIES

A summary of the significant accounting policies, which have been applied consistently, is set out below.

(a) Basis of preparation and statement of compliance

The consolidated financial statements are prepared in accordance with International Financial Reporting Standards (IFRS). The consolidated financial statements are prepared under the historical cost convention, except that:

(i) Land and buildings are carried at revalued amounts; (ii) Investment properties are stated at fair value; and (iii) Available-for-sale securities are stated at their fair value.

2. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

(b) Property, plant and equipment

All property, plant and equipment is recorded at cost less accumulated depreciation and impairment losses.

Land and buildings are subsequently shown at revalued amount, based on valuations by external independent valuers, less subsequent depreciation. All other property, plant and equipment are stated at historical cost less accumulated depreciation and impairment loss.

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 revaluation reserve; all other decreases are charged to the statement of profit or loss and other comprehensive income.

No depreciation is provided on freehold land.

Depreciation on all other property, plant and equipment is provided on the cost of each asset or 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:

Where the carrying amount of an asset is greater than its estimated recoverable amount, it is written down immediately to its recoverable amount.

Gains and losses on the disposal of property, plant and equipment are determined by reference to their carrying amount. On disposal of revalued assets, amounts in revaluation and other reserves relating to that asset are transferred to the statement of profit or loss and other comprehensive income.

(c) Investment properties

Investment properties are properties held to earn rentals and/or for capital appreciation. Investment properties are measured initially at cost, including transaction costs. Subsequent to initial recognition, investment properties are measured at fair value. Gains and losses arising from changes in the fair value of investment properties are included in profit or loss in the period in which they arise.

(d) Intangible assets

Intangible assets are recorded at cost less accumulated amortisation and accumulated impairment losses. Amortisation is charged on a straight-line basis over their estimated useful life of 5 years. 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 basis.

Trading rights acquired separately in a business combination are initially recognised separately from goodwill at their fair value at the acquisition date (which is regarded as cost). The estimated useful lives are reviewed at the end of each annual reporting period, with effect of any changes in estimate being accounted for on a prospective basis.

Derecognition of intangible assets

An intangible asset is derecognised on disposal, or when no future economic benefits are expected from use or disposal. Gains or losses arising from derecognition of an intangible asset, measured as the difference between the net disposal proceeds and the carrying amount of the asset, are recognised in profit or loss when the asset is derecognised.

Annual rates

Garage and buildings 2.50%Buses 10%Other vehicles 20%Plant and machinery 12.50%Furniture, fittings and equipment 10% - 33 1/3%Computer equipment 20% - 33 1/3%

RHT HOLDING LTD


Annual Report 2015



(e) Investments in subsidiaries

Separate financial statements

Investments in subsidiary companies are recognised at cost less impairment. Where the 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 in the profit or loss. On disposal of an investment, the difference between the net disposal proceeds and the carrying amount is charged or credited to the statement of profit or loss and other comprehensive income.

Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Company and entities (its subsidiaries) controlled by the Company and its subsidiaries. Control is achieved when the Company:

• has the power over the investee;• is exposed, or has rights, to variable returns from its involvement with the investee; and • has the ability to use its power to affect its returns.

The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above.

When the Company has less than a majority of the voting rights of an investee, it has power 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 sufficient to give it power, including:

• the size of the Company’s holding of voting rights relative to the size and dispersion of holdings of the other vote holders;• potential voting rights held by the Company, other vote holders or other parties;• rights arising from other contractual arrangements; and• any additional facts and circumstances that indicate that the Company has, or does not have, the current ability to direct the relevant activities

at the time that decisions need to be made, including voting patterns at previous shareholders’ meetings.

Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Specifically, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated statement of profit or loss and other comprehensive income from the date the Company gains control until 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 of the Company and to the non-controlling interests. Total comprehensive income of subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.

When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Group’s accounting policies.

All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation.

(f) Investments in associates

Separate financial statements

An associate is an entity over which the Group has significant influence and that is neither a subsidiary nor an interest in a joint venture. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not in control or joint control over those policies.

Investments in associates are recognised at cost less impairment losses.


(f) Investments in associates (Cont’d)

Basis of consolidation

Investments in associates are accounted for using the equity method.

The results and assets and liabilities of associates are incorporated in these financial statements using the equity method of accounting, except when the investment is classified as held for sale, in which case it is accounted for under IFRS 5 Non-Current Assets Held for Sale and Discontinued Operations. Under the equity method, investments in associates are carried in the consolidated statement of financial position at cost as adjusted for post-acquisition changes in the Group’s share of the net assets of the associate, less any impairment in the value of individual investments. Losses of an associate in excess of the Group’s interest in that associate (which includes any long-term interests that, in substance, form part of the Group’s net investment in the associate) are not recognised.

Any excess of the cost of acquisition over the Group’s share of the net fair value of the identifiable assets, liabilities and contingent liabilities of the associate recognised at the date of acquisition is recognised as goodwill. The goodwill is included within the carrying amount of the investment and is assessed for impairment as part of the investment. Any excess of the Group’s share of 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 other comprehensive income.

Where a Group entity transacts with an associate of the Group, profits or losses are eliminated to the extent of the Group’s interest in the relevant associate.

(g) Goodwill

Goodwill arising on the acquisition of a subsidiary or a jointly controlled entity represents the excess of the cost of acquisition over the Group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the subsidiary or jointly controlled entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less any accumulated impairment losses.

For the purpose of impairment testing, goodwill is allocated to each of the Group’s cash-generating units expected to benefit from the synergies of the combination. Cash-generating units to which goodwill has been allocated are tested for impairment annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. An impairment loss recognised for goodwill is not reversed in a subsequent period.

On disposal of a subsidiary, the attributable amount of goodwill is included in the determination of the profit or loss on disposal.

The Group’s policy for goodwill arising on the acquisition of an associate is described under investments in associates above.

(h) Financial instruments

Financial assets and financial liabilities are recognised when a Group entity becomes a party to the contractual provisions of the instrument. Financial instruments are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss. Subsequent to initial recognition, these instruments are measured as set out below:

(i) Financial assets

Financial assets are classified into the following specified categories: financial assets ‘at fair value through profit or loss’ (FVTPL), ‘available-for-sale’ (AFS) financial assets and ‘loans and receivables’. The classification depends on the nature and purpose of the financial assets and is determined at the time of initial recognition.

RHT HOLDING LTD


Annual Report 2015



(h) Financial instruments (Cont’d)

(i) Financial assets (Cont’d)

(a) Available-for-sale (AFS) financial assets

Listed shares held by the Group that are traded in an active market are classified as being AFS and are stated at fair value. Gains and losses arising from changes in fair value are recognised directly in equity in the investments revaluation reserve with the exception of impairment losses, interest calculated using the effective interest rate method and foreign exchange gains and losses on monetary assets, which are recognised directly in statements of profit or loss and other comprehensive income. Where the investment is disposed of or is determined to be impaired, the cumulative gain or loss previously recognised in the investments revaluation reserve is included in statement of profit or loss and other comprehensive income for the period.

AFS equity investments that do not have a quoted market price in an active market and whose fair value cannot be reliably measured are measured at cost less any identified impairment losses at the end of each reporting period.

Dividend on AFS equity instruments are recognised in the statement of the profit or loss and other comprehensive income when the Group’s right to receive the dividends is established.

(b) Financial assets at fair value through profit or loss (FVTPL)

Financial assets are classified as at FVTPL where the financial assets are either held for trading or are designated as at FVTPL.

A financial asset is classified as held for trading if:

• it has been acquired principally for the purpose of selling in the near future; or

• it is a part of an identified portfolio of financial instruments that the Group manages together and has a recent actual pattern of short-term profit-taking; or

• it is a derivative that is not designated and effective as a hedging instrument.

A financial asset other than a financial asset held for trading may be designated as at FVTPL upon initial recognition if:

• such designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise; or

• the financial asset forms part of a group of financial assets or financial liabilities or both, which is managed and its performance is evaluated on a fair value basis, in accordance with the Group’s documented risk management or investment strategy, and information about the grouping is provided internally on that basis; or

• it forms part of a contract containing one or more embedded derivatives, and IAS 39 permits the entire combined contract (asset or liability) to be designated as at FVTPL.

Financial assets at FVTPL are stated at fair value, with any resultant gain or loss recognised in statement of profit or loss. The net gain or loss recognised in the statement of profit or loss incorporates any dividend or interest earned on the financial asset.

(c) Loan and receivables

Trade receivables, loans and other receivables that have fixed or determinable payments that are not quoted in an active market are classified as ‘loans and receivables’. Loans and receivables are measured at amortised cost using the effective interest method less any impairment. Interest income is recognised by applying the effective interest rate, except for short-term receivables when the recognition of interest would be immaterial.




(d) Effective interest method

The effective interest method is a method of calculating the amortised cost of a financial asset and of allocating interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees on points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial asset, or, where appropriate, a shorter period.

(e) Derecognition of financial assets

The Group derecognises a financial asset only when the contractual rights to the cash flows from the asset expire; or it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity.

If the Group neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Group recognises its retained interest in the asset and an associated liability for amounts it may have to pay. If the Group retains substantially all the risks and rewards of ownership of a transferred financial asset, the Group continues to recognise the financial asset and also recognises a collateralised borrowing for the proceeds received.

(f) Impairment of financial assets

Financial assets, other than those at FVTPL, are assessed for indicators of impairment at the end of each reporting period. Financial assets are considered to be impaired when there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated cash flows of the investment have been affected.

For AFS equity investments, a significant or prolonged decline in the fair value of the security below its cost is considered to be objective evidence of impairment.

For all other financial assets, objective evidence of impairment could include:

• significant financial difficulty of the issuer or counterparty; or

• default or delinquency in interest or principal payments; or

• it becoming probable that the borrower will enter bankruptcy or financial re-organisation; or

• the disappearance of an active market for that financial asset because of financial difficulties.

For certain categories of financial asset, such as trade receivables, assets that are assessed not to be impaired individually are subsequently assessed for impairment on a collective basis. Objective evidence of impairment for a portfolio of receivables could include the Group’s past experience of collecting payments, an increase in the number of delayed payments in the portfolio past the average credit period, as well as observable changes in national or local economic conditions that correlate with default on receivables.

For financial assets carried at amortised cost, the amount of the impairment loss recognised is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.

The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets with the exception of trade receivables, where the carrying amount is reduced through the use of an allowance account. When a trade receivable is considered uncollectible, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against the allowance account. Changes in the carrying amount of the allowance account are recognised in statement of profit or loss and other comprehensive income.

RHT HOLDING LTD


Annual Report 2015





(f) Impairment of financial assets

With the exception of AFS equity instruments, if, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed through the statement of profit or loss and other comprehensive income to the extent that the carrying amount of the investment at the date the impairment is reversed does not exceed what the amortised cost would have been had the impairment not been recognised.

In respect of AFS equity securities, impairment losses previously recognised through the statement of profit or loss and other comprehensive income are not reversed through statement of profit or loss and other comprehensive income. Any increase in fair value subsequent to an impairment loss is recognised directly in equity.

(ii) Financial liabilities

(a) Classification as debt or equity

Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangement.

(b) Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Group are recorded at the proceeds received, net of direct issue costs.

(c) Financial liabilities

Financial liabilities are classified as either financial liabilities at ‘FVTPL’ or ‘other liabilities’.

(d) Other financial liabilities

Other financial liabilities, including borrowings, are initially measured at fair value, net of transaction costs.

Other financial liabilities are subsequently measured at amortised cost using the effective interest method, with interest expense recognised on an effective yield basis.

The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or, where appropriate, a shorter period.

(e) Financial guarantee contracts

A financial guarantee contract is a contract that requires the issuer to make specified payments to reimburse the holder for a loss it incurs because a specified debtor fails to make payments when due in accordance with the terms of a debt instrument.

Financial guarantee contracts issued by a group entity are initially measured at fair values and, if not designed as at FVTPL, are subsequently measured at the higher of:

• the amount of the obligation under the contract, as determined in accordance with IAS 37; and

• the amount initially recognised less, where appropriate, cumulative amortisation recognised in accordance with revenue recognition policies.



(ii) Financial liabilities (Cont’d)

(f) Financial liabilities at FVTPL

Financial liabilities are classified as at FVTPL where the financial liability is either held for trading or it is designated as at FVTPL.

A financial liability is classified as held for trading if:

• it has been incurred principally for the purpose of repurchasing in the near future; or

• it is a part of an identified portfolio of financial instruments that the Group manages together and has a recent actual pattern of short-term profit-taking; or

• it is a derivative that is not designated and effective as a hedging instrument.

A financial liability other than a financial liability held for trading may be designated as at FVTPL upon initial recognition if:

• such designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise; or

• the financial liability forms part of a group of financial assets or financial liabilities or both, which is managed and its performance is evaluated on a fair value basis, in accordance with the Group’s documented risk management or investment strategy, and information about the grouping is provided internally on that basis; or

• it forms part of a contract containing one or more embedded derivatives, and IAS 39 Financial Instruments: Recognition and Measurement permits the entire combined contract (asset or liability) to be designated as at FVTPL.

Financial liabilities at FVTPL are stated at fair value, with any resultant gain or loss recognised in statement of comprehensive income. The net gain or loss recognised in statement of profit or loss and other comprehensive income incorporates any interest paid on the financial liability.

(g) Derecognition of financial liabilities

The Group derecognises financial liabilities when, and only when, the Group’s obligations are discharged, cancelled or they expire. The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable is recognised in profit or loss.

(i) Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the statement of profit or loss and other comprehensive income because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting date.

Deferred tax is recognised on temporary differences between the carrying amounts of assets and 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 generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the 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 nor the accounting profit.

RHT HOLDING LTD


Annual Report 2015



(i) Taxation (Cont’d)

Deferred tax liabilities are recognised for taxable temporary differences arising on investments 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 will not reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset realised. Deferred tax is charged or credited to profit or loss, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis.

For the purposes of measuring deferred tax for investment properties that are measured using the fair value model, the carrying amounts of such properties are presumed to be recovered through sale, unless the presumption is rebutted. The presumption is rebutted when the investment property is 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. The directors of the Group reviewed the Group’s investment property portfolios and concluded that none of the Group’s investment properties are held under a business model whose objective is to consume substantially all the economic benefits embodied in the investment properties over time, rather than through sale. Therefore, the directors have determined that the ‘sale’ presumption set out in the amendments to IAS 12 is not rebutted. As a result, the Group has not recognised any deferred 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.

(j) Inventories

Inventories are valued at the lower of cost and net realisable value. Cost comprises of all costs of purchase, cost of conversion and other costs incurred in bringing such inventories to their present 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.

(k) Leasing

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.

The Group as lessor

Rental income from operating leases is recognised on a straight-line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight-line basis over the lease term.

The Group as lessee

Assets held under finance leases are recognised as assets of the Group at their value at the inception of the lease or, if lower, at the present value of the minimum lease payments. The corresponding liability to the lessor is included in the statement of financial position as a finance lease obligation. Lease payments are apportioned between finance charges and reduction of the lease obligation so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are charged to statement of profit or loss and other comprehensive income.

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 operating lease are also spread on a straight-line basis over the lease term.

Depreciation on leased assets is charged in accordance with depreciation policy as detailed in Note 2(b).


(l) Retirement benefit obligations

Payments to defined contribution retirement benefit plans are recognised as an expense when employees have rendered service entitling them to the contributions.

(i) Employment Rights Act 2008

Employees are entitled to a gratuity which is computed based on the number of years of service. This provision is not funded. 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 Employment Rights Act 2008 is recognised in the statements of financial position as a non-current liability. Actuarial gains and losses on the present value of the Group’s pension obligations and fair value of plan assets are amortised over the expected remaining working lives of the participating employees.

(ii) State plan and defined contribution plan

Contributions to the National Pension Scheme and defined contribution plan are charged to profit or loss in the year in which they fall due.

(m) Revenue recognition

Revenue for the Company represents dividend income. Dividend income from investments is recognised when the shareholder’s right to receive payment is established.

Revenue for the Group comprises of dividend income, income from bus fare and hire charges and the invoiced values of goods and services net of value added tax, discounts, allowances and returns, profit or loss on disposal of investments, service fees and after eliminating sales within Group companies.

Sale of goods

Revenue from sale of goods is recognised when the goods are delivered and titles have passed, at which time all the following conditions are satisfied.

- The Group has transferred to the buyer the significant risks and rewards of ownership of the goods. - The Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold.

- The amount of revenue can be measured reliably. - It is probable that the economic benefits associated with the transaction will flow to the Group. - The cost incurred or to be incurred in respect of the transaction can be measured reliably.

Service fees income is recognised by reference to the terms of the agreement.

Revenue from bus fare and hire charges are recognised upon customer acceptance.

Other revenue earned by the Group and the Company, representing interest revenue, is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable.

(n) Impairment of goodwill

For the purpose of impairment testing, goodwill is allocated to each of the Group’s cash-generating units expected to benefit from the synergies of the combination. Cash-generating units to which goodwill has been allocated are tested for impairment annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. An impairment loss recognised for goodwill is not reversed in a subsequent period.

On disposal of a subsidiary or a jointly controlled entity, the attributable amount of goodwill is included in the determination of the profit or loss on disposal.

RHT HOLDING LTD


Annual Report 2015



(o) Foreign currencies

Functional and presentation currency

Items included in the financial statements of the Group are measured using the currency of the primary economic environment in which the entity operates (“the functional currency”). The financial statements are presented in Mauritian Rupee (“Rs”), which is the Group’s functional and presentation currency.

Transactions and balances

In preparing the financial statements of each individual Group entity, transactions in currencies other than the entity’s functional currency (foreign currencies) are recognised at the rates of exchange prevailing at the dates of the transactions. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.

Exchange differences on monetary items are recognised in profit or loss in the period in which they arise.

For the purposes of presenting these consolidated financial statements, the assets and liabilities of the Groups’ foreign operations are translated into Currency Units using exchange rates prevailing at the end of each reporting period.

Income and expense items are translated at the average exchange rates for the period, unless exchange rates fluctuate significantly during that period, in which case the exchange rates at the dates of the transactions are used. Exchange differences arising, if any, are recognised in other comprehensive income and accumulated in equity (and attributed to non-controlling interests as appropriate).

(p) Provisions

Provisions are recognised when the Group has a present obligation as a result of past events, 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 date, and are discounted to present value where the effect is material.

(q) Impairment

At each reporting date, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). An impairment loss is recognised for the amount by which the carrying amount of the asset exceeds its recoverable amount which is the higher of an asset’s net selling price and value in use. For the purposes of assessing impairment, assets are Grouped at the lowest levels for which there are separately identifiable cash flows.

(r) Related parties

Parties are considered to be related to the Group if they have the ability, directly or indirectly, to control the Company or exercise significant influence over the Company in making financial and operating decisions, or where the Company is subject to common significant influence. Related parties may be individual or other entities.

(s) Cash and cash equivalents

Cash comprises cash at bank and in hand and demand deposits net of bank overdrafts. Cash equivalents are short-term highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of change in value.

(t) Government grants

Government grants are not recognised until there is reasonable assurance that the company will comply with the conditions attaching to them and that the grants will be received. Government grants whose primary condition is that the company should purchase or otherwise acquire non-current assets are recognised against the carrying amount of the asset. The grant is recognised as income over the life of a depreciable asset by way of a reduced depreciation charge.

Government grants that are receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the company with no future related costs are recognised in proft or loss in the period in which they become receivable.

3. ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY The preparation of financial statements in accordance with IFRS requires the directors and management to exercise judgement in the process of applying the accounting policies. It also requires the use of accounting estimates and assumptions that may affect the reported amounts and disclosures in the financial statements. Judgements and estimates are continuously evaluated and are based on historical experience and other factors, including expectations and assumptions concerning future events that are believed to be reasonable under the circumstances. The actual results could, by definition therefore, often differ from the related accounting estimates.

In the application of the Group’s accounting policies, which are described in note 2, the directors of the Company are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

Critical judgements in applying accounting policies

The following are the critical judgements, apart from those involving estimations, that the directors have made in the process of applying the Group’s accounting policies and that have the most significant effect on the amounts recognised in the consolidated financial statements.

Deferred taxation on investment properties

For the purposes of measuring deferred tax liabilities and deferred tax assets arising from investment properties that are measured using fair value model, the directors have reviewed the Group’s investment property portfolios and concluded that the Group’s investment properties are not held under a business model whose objective is to consume substantially all the economic benefits embodied in the investment properties over time, rather than through sale. Therefore, in determining the Group’s deferred taxation on investment properties, the directors have determined that the presumption that the carrying amounts of investment properties measured using the fair value model are recovered entirely through sale is not rebutted. As a result, the Group has not recognised any deferred taxes on changes in fair value of investment properties as the Group is not subject to any income taxes on fair value changes of the investment properties on disposal.

Key sources of estimation uncertainty

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

Impairment of goodwill

Determining whether goodwill is impaired requires an estimation of the value in use of the cash-generating units to which goodwill has been allocated. The value in use calculation requires the entity to estimate the future cash flows expected to arise from the cash-generating units and a suitable discount rate in order to calculate present value.

Property, plant and equipment

The cost of the property, plant and equipment is depreciated over the estimated useful life of the asset. The estimated useful life is based on expected usage of the asset and expected physical wear and tear, which depends on operational factors. Management has not considered any residual value as it is deemed immaterial.

Allowance for doubtful debts

An allowance for doubtful debts is determined using a combination of factors to ensure that the trade receivables are not overstated due to uncollectability. The allowance for doubtful debts for all customers is based on a variety of factors, including the overall quality and ageing of the receivables and continuing credit evaluation of the customer’s financial conditions. Also, specific provisions for individual accounts are recorded when the management becomes aware of the customer’s inability to meet its financial obligations such as in the case of deterioration in the customer’s operating results or financial position.

RHT HOLDING LTD


Annual Report 2015


3. ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY (CONT’D)

Key sources of estimation uncertainty (Cont’d)

Other investments - Available for sale Financial assets in this category include certain investments in unquoted affiliates. The directors used their judgement and reviewed the carrying amount of these investments and in their opinion the investments in unquoted companies are fairly stated. To their judgement, the carrying amount reflects the fair value of these investments and actual results may differ.

Investment properties

Investment property has been valued based on directors estimate with reference to their knowledge on the current market evidence of transaction prices for similar properties and with the valuers report. The actual results could differ from their estimates.

Retirement benefit obligations

Retirement benefit obligations has been valued by actuaries based on accounting estimates. Management consider that the actuary has used its best estimates to value the retirement benefit obligation provisions.

Allowance for slow moving stock An allowance for slow moving stock is determined using a combination of factors including the overall quality and ageing of the stocks.

4. PROPERTY, PLANT AND EQUIPMENT

THE GROUP

Freehold land

Garage and Buildings Buses

Plant and machinery

Other vehicles

Furniture, fittings and equipment

Computer equipment Total

Rs Rs Rs Rs Rs Rs Rs RsCOST OR VALUATION

At 30 June 2013 37,470,068 10,037,870 159,300,462 1,029,529 9,795,988 2,599,369 12,786,088 233,019,374 Exchange differences - - - (24,318) - (3,478) - (27,796)Additions - 4,240,208 16,102,682 24,842 407,043 805,141 6,500,211 28,080,127 Disposals - - (2,937,284) - (494,538) - (20,250) (3,452,072)

At 30 June 2014 37,470,068 14,278,078 172,465,860 1,030,053 9,708,493 3,401,032 19,266,049 257,619,633 Additions - 2,759,070 39,104,870 6,522 850,000 1,555,195 1,552,142 45,827,799 Disposals - - (8,417,161) - (3,858,960) (3,064,096) - (15,340,217)Revaluation adjustment 13,029,932 (4,837,148) - - - - - 8,192,784

At 30 June 2015 50,500,000 12,200,000 203,153,569 1,036,575 6,699,533 1,892,131 20,818,191 296,299,999

ACCUMULATED DEPRECIATION

At 30 June 2013 - - 53,835,298 931,612 7,809,177 1,815,835 10,520,574 74,912,496 Exchange differences - - - (24,318) - (3,478) - (27,796)Charge for the year - 303,949 17,084,091 36,533 1,164,848 384,904 2,415,346 21,389,671 Disposals - - (1,370,733) - (494,538) - (3,402) (1,868,673)

At 30 June 2014 - 303,949 69,548,656 943,827 8,479,487 2,197,261 12,932,518 94,405,698 Charge for the year - 385,616 20,287,042 23,203 645,762 464,026 3,523,426 25,329,075 Disposals - - (5,411,716) - (3,858,960) (1,863,893) - (11,134,569)Revaluation adjustment - (689,565) - - - - - (689,565)

At 30 June 2015 - - 84,423,982 967,030 5,266,289 797,394 16,455,944 107,910,639

CARRYING AMOUNT

At 30 June 2015 50,500,000 12,200,000 118,729,587 69,545 1,433,244 1,094,737 4,362,247 188,389,360

At 30 June 2014 37,470,068 13,974,129 102,917,204 86,226 1,229,006 1,203,771 6,333,531 163,213,935

RHT HOLDING LTD


Annual Report 2015


4. PROPERTY, PLANT AND EQUIPMENT (CONT’D)

THE GROUP

Fair value measurement of the Group’s freehold land and buildings

The fair value of the Group’s land and buildings at 30 June 2015 has been arrived at on the basis of a valuation carried out 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 of prices paid of similar properties within close vicinity of the site 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 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 Standards Committee as per the International Valuation Application 1 (IVA 1) which deals with 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).

Details of the Group’s freehold land and garage and buildings and information about the fair value hierarchy is classified under level 2 as at 30 June 2015 and 2014. 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:

4. PROPERTY, PLANT AND EQUIPMENT (CONT’D)

(i) Borrowings are secured by fixed and floating charges on the buses and freehold land of the Group.

(ii) Leased assets in the Group financial statements included above comprise of buses, computer equipment and other vehicles as follows:

Buses under finance lease with a cost value of Rs 39,509,327 (2014: Rs 41,674,403) has been fully settled during the year ended 30 June 2014 and have become owned assets of the Group.

(iii) Lease liabilities are effectively secured as the rights to the leased assets revert to the lessor in the event of default.

THE GROUP 2015 2014 Rs Rs

Net book value 43,479,448 41,105,994

THE COMPANY

Plant and machinery

Furniture, fittings and equipment

Computer equipment Total

Rs Rs Rs Rs COST OR VALUATION

At 30 June 2015 and 2014 42,736 1,392,705 3,397,383 4,832,824

ACCUMULATED DEPRECIATION At 1 July 2013 37,342 1,373,374 3,397,383 4,808,099 Charge for the year 1,796 8,227 - 10,023

At 30 June 2014 39,138 1,381,601 3,397,383 4,818,122 Charge for the year 1,647 7,542 - 9,189

At 30 June 2015 40,785 1,389,143 3,397,383 4,827,311

CARRYING AMOUNT

At 30 June 2015 1,951 3,562 - 5,513

At 30 June 2014 3,598 11,104 - 14,702

2015

BusesComputer equipment

Other Vehicles Total

Rs Rs Rs Rs

Cost - Capitalised finance leases 18,858,382 621,620 3,543,636 23,023,638 Accumulated depreciation (4,524,538) (621,620) (2,818,584) (7,964,742)

At 30 June 2015 14,333,844 - 725,052 15,058,896

2014

Buses Computer equipment

Other Vehicles Total

Rs Rs Rs Rs

Cost - Capitalised finance leases 58,367,709 621,620 4,125,545 63,114,874 Accumulated depreciation (21,466,382) (588,443) (3,235,641) (25,290,466)

At 30 June 2014 36,901,327 33,177 889,904 37,824,408

(iv) Additions for the year are made up of the following: 2015 2014Rs Rs

Acquired by cash 45,827,799 14,740,188 Acquired under finance lease - 13,339,939

45,827,799 28,080,127

RHT HOLDING LTD


Annual Report 2015


5. INVESTMENT PROPERTIES THE GROUP

Fair value 2015 2014 Rs Rs

At 1 July 43,495,150 43,495,150 Gain on revaluation 20,904,850 -

At 30 June 64,400,000 43,495,150

The fair value of the Group’s investment properties at 30 June 2015 has been arrived at on the basis of a valuation carried out 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 of prices paid of similar properties within close vicinity of the site 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 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 Standards Committee as per the International Valuation Application 1 (IVA 1) which deals with 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).

Details of the Group’s investment properties and information about the fair value hierarchy is classified under level 2 as at 30 June 2014. There has been no transfers between levels 1 and 2 during the year.

The investment properties have been pledged to secure banking facilities within RHT Group of companies.

Rental income amounted to Rs 2,899,500 for the year ended 30 June 2015 (2014: Rs 2,285,280) and direct operating expenses attributable to investment property of the company amounted to Rs 4,896,662 (2014: Rs 2,607,674).

THE GROUP2015 2014Rs Rs

Freehold land 58,300,000 39,957,857 Buildings 6,100,000 3,537,293

64,400,000 43,495,150

6. INTANGIBLE ASSETS

THE GROUPIn built

softwarePurchased goodwill

Computer software Trademarks

Trading rights Total

Rs Rs Rs Rs Rs RsCOST AND VALUATIONAt 30 June 2013 1,600,000 3,464,364 2,777,696 28,571 4,000,000 11,870,631 Exchange differences - - (13,083) - - (13,083)Additions - - 690,000 - - 690,000

At 30 June 2014 and 2015 1,600,000 3,464,364 3,454,613 28,571 4,000,000 12,547,548

AMORTISATION AND IMPAIRMENT

At 30 June 2013 1,600,000 1,411,806 1,960,389 4,274 1,200,000 6,176,469 Exchange differences - - (13,083) - - (13,083)Charge for the year - - 791,452 - 400,000 1,191,452

At 30 June 2014 1,600,000 1,411,806 2,738,758 4,274 1,600,000 7,354,838 Charge for the year - - 291,652 - 400,000 691,652

At 30 June 2015 1,600,000 1,411,806 3,030,410 4,274 2,000,000 8,046,490

CARRYING AMOUNT

At 30 June 2015 - 2,052,558 424,203 24,297 2,000,000 4,501,058

At 30 June 2014 - 2,052,558 715,855 24,297 2,400,000 5,192,710

6. INTANGIBLE ASSETS (CONT’D)

Goodwill has been allocated for impairment testing purposes to the following cash generating unit (‘’CGU’’):


Cash-generating-unit - Island Communications Ltd 2,052,558 2,052,558

The recoverable amount of a CGU is determined based on its value-in-use. These calculations use cash flow projections based on financial budgets approved by management covering a five year span. A terminal value has thereafter been calculated by using a growth rate of 5%. The pre-tax discount rate used in the current year approximates 15% (2014: 15%).

The Group performs impairment tests on goodwill on an annual basis or more frequently, if there are indications that goodwill might be impaired. The Directors have reviewed the carrying value of the goodwill and are of opinion that at year end, the carrying value has not suffered any impairment loss (2014: Nil).

THE COMPANYComputer Software2015 2014

COST Rs Rs

At 1 July 496,739 496,739

AMORTISATION AND IMPAIRMENT

At 1 July 425,140 253,304 Charge for the year 71,599 171,836

At 30 June 496,739 425,140

CARRYING AMOUNT

At 30 June - 71,599

7. INVESTMENT IN SUBSIDIARIESTHE COMPANY

2015 2014Unquoted at cost Rs Rs

At 1 July 469,924,066 465,836,886 Additions during the year 6,700,000 4,087,180

At 30 June 476,624,066 469,924,066

Investment in subsidiaries is stated at cost less impairment. The directors are of opinion that at the reporting date, the carrying values are fairly stated.

RHT HOLDING LTD


Annual Report 2015


7. INVESTMENT IN SUBSIDIARIES (CONT’D)

The names of the subsidiaries and their effective percentage shareholding are as follows:

ShareholdingsName of Company Type of holding Class of shares held Principal activity 2015 2014

% %

RHT Bus Services Ltd Direct Ordinary Bus transport industry 100.00 100.00RHT Ventures Ltd Direct Ordinary Investment holding 100.00 100.00RHT Properties Ltd Direct Ordinary Estate properties 100.00 100.00RHT Investments Ltd Direct Ordinary Investment holding 100.00 100.00RHT Fund Management Ltd Direct Ordinary Management company -

Non trading100.00 100.00

Ipso Facto Corporate Services Ltd Indirect Ordinary Secretarial services 100.00 100.00Island Communications Ltd Indirect Ordinary Information technology 100.00 100.00RHT System India Private Ltd Indirect Ordinary Information technology 100.00 100.00

All the subsidiary Companies are incorporated and carry activities in Mauritius except RHT System India (PVT) Ltd which is incorporated in India. All the subsidiary Companies have a June year end.

Through its subsidiary RHT Investments Ltd, the investments in securities have been pledged to secure banking facilities of RHT Group of Companies.

Financial support

The Company has provided financial support as is necessary to enable its subsidiaires, RHT Ventures Ltd and RHT Fund Management Ltd to continue to trade in the foreseeable future and to allow them to meet their liabilities as they become due.

8. INVESTMENT IN ASSOCIATES

All of the above associates are accounted using the equity method in the consolidated financial statements.

(ii) The summarised financial information in respect of the two associates that are not material is set out below. The summarised financial information below represents amount shown in the two associates financial statements as at 30 June 2015 as prepared in accordance with IFRSs.

Financial support

The Group has provided financial support as is necessary to enable Algorithmix Co. Ltd to continue to trade in the foreseeable future and to allow it to meet its liabilities.

Available-for-sale investments comprise principally of quoted and unquoted equity securities. The fair value of listed available-for-sale securities and held for trading securities are based on the Stock Exchange and DEM quoted prices at the close of business at end of reporting date. The value of unquoted AFS investments is measured at cost. In assessing the carrying value of unquoted investments management uses the Net Asset Value method of valuation and makes assumptions that are based on market conditions existing at each reporting date. The directors are of the opinion that the carrying value of the investments have not suffered any impairment loss.

(i) The results of the associates that are not individually material is listed below:

2015 2014THE GROUP Rs Rs

At 30 June - -

Effective Group shareholdingName of company Activity Type of holding Description Year end 2015 2014

% %

Showbizz Entertainment Ltd Advertising on digital screen Indirect Ordinary shares 30 June 50.00 50.00 Algorithmix Co. Ltd Trading of Etoile Cards Indirect Ordinary shares 30 June 50.00 50.00

8. INVESTMENT IN ASSOCIATES (CONT’D)2015 2014Rs Rs

Non current assets 14,320 39,266

Current assets 1,612,010 7,005,820

Non current liabilities - (26,454)

Current liabilities (25,208,568) (31,592,962)

The unrecognised cumulative Group’s share of net assets in the associate (11,791,120) (12,287,165)

Revenue 3,946,408 4,744

Profit/(loss) for the year 3,657,528 (782,554)

Other comprehensive income - -

Group’s share of associates loss 1,828,764 -

Dividend received from associates - -

The unrecognised cumulative Group’s share of loss (21,414,119) (21,910,166)

9. INVESTMENT IN SECURITIES

(a) THE GROUP2015 2014

Quoted Unquoted Total TotalAvailable-for-sale investments Rs Rs Rs Rs

At 1 July 395,341,253 4,552,970 399,894,223 350,826,792 Additions during the year 68,554,244 - 68,554,244 4,602,820 Disposals during the year (124,309,505) - (124,309,505) (13,950,000)Reclassified to assets classified as held for sale - (3,525,000) (3,525,000) - (Decrease) / Increase in fair value (819,279) - (819,279) 58,414,611

At 30 June 338,766,713 1,027,970 339,794,683 399,894,223

2015 2014 Quoted Unquoted Total Total

Investments held for trading Rs Rs Rs Rs

At 1 July 123,195,000 - 123,195,000 111,228,000 Disposals during the year (21,500,000) - (21,500,000) (4,650,000)Gain on fair value 946,000 - 946,000 16,617,000

At 30 June 102,641,000 - 102,641,000 123,195,000

Total 441,407,713 1,027,970 442,435,683 523,089,223

The cost of these investments is as follows:2015 2014Rs Rs

Quoted Shares 232,646,097 260,749,998 Unquoted Shares 1,027,970 4,552,970

233,674,067 265,302,968

RHT HOLDING LTD


Annual Report 2015


9. INVESTMENT IN SECURITIES (CONT’D)

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

Details of Companies, which are all incorporated in Mauritius, other than subsidiaries and associates in which the Group holds more than a 10% interest are as follows:

The cost of inventories recognised as an expense includes an amount of Rs 354,376 (2014: Rs Nil) in respect of write downs of inventory for the year ended 30 June 2015.

The inventories have been pledged to secure banking facilities of the Group.

The investment in securities was already impaired in prior years.

Name of Company Description 2015 and 2014

One advertising Ordinary shares 12.82%

(b) THE COMPANYTHE COMPANY

2015 2014Rs Rs

At 1 July - 197,200 Disposal during the year - (197,200)

At 30 June - -

The quoted shares have been disposed in the year ended 30 June 2014 and the gain was recognised in the statement of profit or loss.

10. INVENTORIESTHE GROUP

2015 2014Rs Rs

Spare parts, at cost 1,231,572 1,307,399 Tyres, tubes and fuel, at cost 713,190 1,260,088 Stationery, tickets and rolls, at cost 115,364 309,730 Information technology equipment, at cost 597,627 670,717 Work in progress 412,415 -

3,070,168 3,547,934

11. TRADE AND OTHER RECEIVABLESTHE GROUP THE COMPANY

2015 2014 2015 2014Rs Rs Rs Rs

Trade receivables 7,807,425 6,430,803 - - Less: Provision for bad debts (1,119,987) (578,919) - -

6,687,438 5,851,884 - - Dividends receivable 7,247,449 7,500,282 - 528,529 Other receivables and prepayments 31,817,639 19,600,848 37,536 803,677 Amount due from related companies - - 115,068 107,540

45,752,526 32,953,014 152,604 1,439,746

The directors have assessed the carrying value of trade receivables and are of opinion that they are fairly stated in the financial statements. The Group has provided fully for all receivables where recovery is expected to be remote.

Dividends receivable are recognised when the right to receive payment is established. The dividend has been received after reporting date.

The amount due from related parties are unsecured, interest free and with no fixed repayments terms. No allowance for doubtful debts has been provided on the basis that these debtors are related entities within the Group.

The average credit period on trade and other receivables for sale of goods is two months. 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 basis. There is no interest charged on trade receivables for sale of goods.

In determining the recoverability of a trade receivable, the Group considers any change in the 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.

Trade receivables disclosed above include amounts (see below for aged analysis) that are past due at the end of the reporting period for which the Group has not recognised an allowance for debts because there has not been a significant change in credit quality and the amounts are still considered recoverable.

Age of receivables that are past due but not impaired:


61-90 days 535,085 823,500 91-120 days 695,575 426,440 More than 120 days 2,601,073 722,034

3,831,733 1,971,974

Movement in the allowance for doubtful debts THE GROUP2015 2014Rs Rs

At 1 July 578,919 128,408 Impairment losses recognised on trade receivables 541,068 450,511

At 30 June 1,119,987 578,919

RHT HOLDING LTD


Annual Report 2015


12. STATED CAPITALTHE GROUP AND THE COMPANY

2015 2014 2015 2014Number of shares Rs Rs

Issued and fully paid ordinary shares Ordinary shares issued 12,162,150 12,162,150 24,324,300 24,324,300

The ordinary shares are entitled to dividend and one share carry one voting right.

13. BORROWINGSTHE GROUP

2015 2014Rs Rs

Repayable by instalments:

- Within one year 5,753,054 3,518,337 - Between one and five years 33,549,210 13,101,302 - Over five years 16,960,490 5,941,052

50,509,700 19,042,354

56,262,754 22,560,691

The floating interest rate charged by the bank on secured loan repayable by monthly instalments is 6.9% to 8.9% (2014: 7% to 9%) per annum. The loans are secured by floating charges on the assets of the Group.

14. DEFERRED TAX AND TAXATION

(a) Deferred tax

Deferred tax is calculated on all temporary differences under the liability method at 15% (2014: 15%). The following amounts are shown in the Statement of Financial Position:

THE GROUP THE COMPANY2015 2014 2015 2014Rs Rs Rs Rs

Deferred tax assets (216,129) (6,371,547) (216,129) (6,371,547)Deferred tax liabilities 325,724 355,747 - -

109,595 (6,015,800) (216,129) (6,371,547)

The movement on the deferred tax account is as follows: THE GROUP THE COMPANY 2015 2014 2015 2014 Rs Rs Rs Rs

At 1 July- As previously reported (6,015,800) (7,348,840) (6,371,547) (7,748,327)- Prior year adjustment - (1,650) - (1,650)

As restated (6,015,800) (7,350,490) (6,371,547) (7,749,977)Recognised in profit or lossCurrent year 6,141,745 1,392,068 6,171,768 1,366,130 Overprovision in previous years - (69,678) - -

6,141,745 1,322,390 6,171,768 1,366,130 Recognised in other comprehensive incomeDeferred tax on retirement benefit obligations (16,350) 12,300 (16,350) 12,300

At 30 June 109,595 (6,015,800) (216,129) (6,371,547)

14. DEFERRED TAX AND TAXATION (CONT’D)

(a) Deferred tax (Cont’d)

Deferred tax liabilities and deferred tax assets charge in the statement of profit or loss and other comprehensive income are attributable to the following items:

THE GROUP

2014Recognised in profit or loss

Recognised in other

comprehensive income 2015

Deferred tax assets Rs Rs Rs Rs

Accelerated capital allowances 338,162 22,466 - 360,628 Revaluation of land and building 80,681 - - 80,681

Retirement benefit obligations (100,500) (31,800) (16,350) (148,650)Provision for bad debts (86,838) (49,093) - (135,931)Tax losses (6,247,305) 6,200,172 - (47,133)

(6,434,643) 6,119,279 (16,350) (331,714)

Net deferred tax assets (6,015,800) 6,141,745 (16,350) 109,595


Recognised in other



Accelerated capital allowances (1,005,839) 1,344,001 - 338,162 Revaluation of land and building 80,681 - - 80,681 Exchange difference (748) 748 - -

Retirement benefit obligations (86,250) (26,550) 12,300 (100,500)Provision for bad debts (19,261) (67,577) - (86,838)Tax losses (6,319,073) 71,768 - (6,247,305)

(6,424,584) (22,359) 12,300 (6,434,643)

Net deferred tax assets (7,350,490) 1,322,390 12,300 (6,015,800)

2015 2014 Rs Rs

Tax losses not accounted for are as follows:Tax losses 62,064,760 49,451,341

Deferred tax assets are recognised for net tax losses only to the extent that the related tax benefit is probable. The Group has net tax losses relating to its subsidiaries to carry forward against future taxable income which have not been recognised due to the unpredictability of future profit streams.

RHT HOLDING LTD


Annual Report 2015



THE COMPANY


(b) Taxation (Cont’d)

THE GROUP AND THE COMPANY (CONT’D)

Tax paid in excess is included under other receivables in Note 11.


Recognised in other



Accelerated capital allowances (23,742) 3,396 - (20,346)

Retirement benefit obligations (100,500) (31,800) (16,350) (148,650)Tax losses (6,247,305) 6,200,172 - (47,133)

(6,347,805) 6,168,372 (16,350) (195,783)

Net deferred tax assets (6,371,547) 6,171,768 (16,350) (216,129)


Recognised in other



Accelerated capital allowances (1,448,932) 1,425,190 - (23,742)

Retirement benefit obligations (86,250) (26,550) 12,300 (100,500)Tax losses (6,214,795) (32,510) - (6,247,305)

(6,301,045) (59,060) 12,300 (6,347,805)

Net deferred tax assets (7,749,977) 1,366,130 12,300 (6,371,547)

(b) Taxation

THE GROUP AND THE COMPANY

The Group is taxable at the rate of 15% (2014: 15%) on companies incorporated in Mauritius and 30% (2014: 30%) on its Indian operations as adjusted for tax purposes. The Company is taxable at 15% on the profit for the year as adjusted for income tax purposes. The Group has accumulated tax losses of Rs 62,378,983 (2014: Rs 91,100,041); and the Company Rs 314,224 (2014: Rs 41,648,703) to offset against future taxable income. The time limit for using such tax losses is 5 years.

The expiry dates for the tax losses are as follows:

Tax losses Expiry dateRs

30 June 2009 13,492,856 Indefinite30 June 2010 27,717,222 Indefinite30 June 2011 334,258 30 June 201630 June 2012 768,026 30 June 201730 June 2012 14,220,434 Indefinite30 June 2013 715,124 30 June 201830 June 2014 680,942 30 June 201930 June 2015 1,591,825 30 June 202030 June 2015 2,858,296 Indefinite

62,378,983

THE GROUPTax liability 2015 2014

Rs Rs

At 1 July 1,399,145 17,064 Overprovision in last year taxation (20,250) (29,003)

1,378,895 (11,939)Refund during the year 2,818 10,530

Net tax liability brought forward 1,381,713 (1,409)Current year tax liability 1,138,680 1,401,963 Less:Tax paid (291,962) - Advance Payment System (4,907) (1,409)

At 30 June 2,223,524 1,399,145

Analysed as follows:Tax asset (Note 11) (4,907) (2,818)Tax liability 2,228,431 1,401,963

2,223,524 1,399,145

Major components of tax expense: THE GROUP THE COMPANY2015 2014 2015 2014

Tax expense Rs Rs Rs Rs

Current tax expenses 1,138,680 1,401,963 - - Over provision in last year taxation (20,250) (29,003) - -

1,118,430 1,372,960 - - Exchange differences - (2,093) - -

Deferred tax

Deferred tax expense (Note 14(a)) 6,141,745 1,392,068 6,171,768 1,366,130 Overprovision in previous years - (69,678) - -

6,141,745 1,322,390 6,171,768 1,366,130

Tax expense 7,260,175 2,693,257 6,171,768 1,366,130

RHT HOLDING LTD


Annual Report 2015


Numerical reconciliation between tax expenses and the product of accounting profit multiplied by the applicable tax rate


Profit before tax 45,385,594 27,109,113 28,253,664 1,557,043

Tax at the applicable tax rate 15% 6,807,839 4,066,367 4,238,050 233,556

Less: Tax effect of:-

Expenses not deductible in determining taxable profits 9,517,075 5,214,946 2,292,166 2,936,853 Tax loss utilised - (13,262) - -Exempt income (4,308,159) (6,459,737) 6,214,794 (1,804,279)Disabled person allowance (4,736,330) (16,378) (6,573,242) -Over provision in taxation for prior year (20,250) (29,003) - -Overprovision in deferred taxation for prior year - (69,676) - -

452,336 (1,373,110) 1,933,718 1,132,574

Tax expense 7,260,175 2,693,257 6,171,768 1,366,130


(b) Taxation (Cont’d)

THE GROUP AND THE COMPANY (CONT’D)

15. RETIREMENT BENEFIT OBLIGATIONS (CONT’D)

The details of the component of the unfunded retirement benefit obligation as per the actuarial report is detailed below for the year ended 30 June 2015.

15. RETIREMENT BENEFIT OBLIGATIONS

The Group and the Company has an unfunded plan which relates to employees who are entitled to retirement gratuities under the Employment Rights Act 2008. The liability under the unfunded plan is typically impacted by changes in discount rate and salary growth.

The valuation of the unfunded retirement benefit obligations for the year ended 30 June 2015 is based on figures reported in the report from actuaries Aon Hewitt Ltd (Actuarial Valuer) dated 14 September 2015 and applying accounting estimates as determined by the directors.

Movement in liability recognised in the statement of financial position:


At 1 July - as previously stated 36,772,000 25,366,000 670,000 564,000 Effect of adopting IAS 19 - 5,623,000 - 11,000

At 1 July - as restated 36,772,000 30,989,000 670,000 575,000 Amount recognised in Profit or Loss 5,868,000 5,134,000 212,000 177,000 Amount recognised in Other Comprehensive Income 1,003,000 1,563,000 109,000 (82,000)Employer contributions (3,610,000) (914,000) - -

At 30 June 40,033,000 36,772,000 991,000 670,000

THE GROUP THE COMPANY 2015 2014 2015 2014 Rs Rs Rs Rs

Liability recognised in the statement of financial position 40,033,000 36,772,000 991,000 670,000

Amount recognised in the statement of profit or loss: THE GROUP THE COMPANY

2015 2014 2015 2014 Rs Rs Rs Rs

Current service cost 3,067,000 2,691,000 158,000 131,000 Net interest on net defined benefit 2,801,000 2,443,000 54,000 46,000

Included in staff costs 5,868,000 5,134,000 212,000 177,000

Components of amounts recognised in Other Comprehensive Income: THE GROUP THE COMPANY

2015 2014 2015 2014 Rs Rs Rs Rs

Liability experience loss/(gain) 1,307,000 1,563,000 116,000 (82,000)Liability gain due to change in financial assumptions (304,000) - (7,000) -

1,003,000 1,563,000 109,000 (82,000)

Reconciliation of the present value: THE GROUP THE COMPANY

2015 2014 2015 2014 Rs Rs Rs Rs

Present value of obligation at 1 July 36,772,000 30,989,000 670,000 575,000 Current service cost 3,067,000 2,691,000 158,000 131,000 Interest expense 2,801,000 2,443,000 54,000 46,000 Other benefits paid (3,610,000) (914,000) - - Liability experience loss/(gain) 1,307,000 1,563,000 116,000 (82,000)Liability loss due to change in financial assumptions (304,000) - (7,000) -

Present value of obligation at 30 June 40,033,000 36,772,000 991,000 670,000

The principal assumption used for the purpose of computing the present value of the unfunded retirement benefit obligations: -


2015 2014% %

Annual discount rate 7.0 8.0Future annual salary increase 4.5 5.5Average retirement age (ARA) 65 65

RHT HOLDING LTD


Annual Report 2015


15. RETIREMENT BENEFIT OBLIGATIONS (CONT’D)

Sensitivity Analysis on Defined Benefit Obligation at End of Period

- Increase due to 1% decrease in discount rate: Rs 75,000.- Decrease due to 1% decrease in discount rate: Rs 64,000.

The above sensitivity analysis has been carried out by recalculating the present value of obligation at end of period after increasing or decreasing the discount rate while leaving all other assumptions unchanged. Any similar variation in the other assumptions would have shown smaller variations in the defined benefit obligation.

Future cash flows

- The funding policy is to pay benefits out of the reporting entity’s cashflow as and when due- Expected contributions from employer Group Rs 926,000 (Company Rs - Nil)- Weighted average duration of the defined benefit obligation: 10 years.

THE GROUP THE COMPANYState pension plan 2015 2014 2015 2014

Rs Rs Rs Rs

National Pension Scheme Contributions expenses 3,057,488 2,739,745 39,229 40,704

Defined contribution plan

Employees of one of the subsidiary of RHT Holding Ltd are under a defined contribution plan.


Defined contribution plan expenses 210,589 204,515 - -

16. OBLIGATIONS UNDER FINANCE LEASESTHE GROUP

2015 2014Minimum lease payments: Rs Rs

Not later than 1 year 4,273,870 16,521,775 Later than 1 year and not later than 5 years 8,182,435 12,484,850

12,456,305 29,006,625 Less: Future finance charges on finance leases (1,347,122) (3,004,640)

Present value of finance lease liabilities 11,109,183 26,001,985

Present value of minimum lease payments:

Not later than 1 year 3,558,434 14,857,099 Later than 1 year and not later than 5 years 7,550,749 11,144,886

11,109,183 26,001,985

Finance leases relate to buses, motor vehicles and computer equipment with lease terms between 3 to 5 years. The Group has options to purchase the assets for a nominal amount at the conclusion of the lease agreements.

Lease liabilities are effectively secured as the rights to the leased assets revert to the lessor in the event of default.

The fair value of the finance lease liabilities is approximately equal to their carrying amount.

The fixed interest rate prevailing on the obligation under finance lease during the year was between the range of 7.0% to 10.5%. (2014: 7.0% to 10.5%)

17. TRADE AND OTHER PAYABLESTHE GROUP THE COMPANY

2015 2014 2015 2014Rs Rs Rs Rs

Trade payables 7,415,731 8,641,739 - - Other payables and accruals 13,607,132 11,134,492 5,947,820 4,929,622 Amount due to related companies (Note 32) - - 25,486,614 42,825,275

21,022,863 19,776,231 31,434,434 47,754,897

The average credit period on purchases is two months. The Group and the Company have financial risk management policies in place to ensure that all payables are paid within the credit timeframe.

The current account with Group companies are unsecured, interest free and with no fixed repayment terms.

18. DIVIDEND

On 25 June 2015, the Board of Directors declared a final dividend of Rs 0.55 per ordinary shares (2014: Rs 0.45). On 12 November 2014, an interim dividend of Rs 0.30 per ordinary share (2014: Rs 0.20) was declared and paid.


2015 2014Rs Rs

Interim dividend paidInterim ordinary dividend of Rs 0.30 (2014: Rs 0.20) per ordinary shares 3,648,645 2,432,430

Dividend declaredFinal ordinary dividend of Rs 0.55 (2014: Rs 0.45) per ordinary share 6,689,183 5,472,968

10,337,828 7,905,398

19. SEGMENTAL INFORMATION

Information regarding the Group’s reportable segments is presented below.

Products and services from which reportable segments derive their revenues

In prior years, segment information reported externally was analysed on the basis of the business segments provided by the Group’s operating divisions (i.e. Bus operating services, investing activities, rental of offices and trading activities). Information reported to the Group’s chief operating decision maker is more specifically focused on these business segments.

Geographical information

The Group operates in two principal geographical areas – Mauritius (country of domicile) and India for its subsidiary RHT System India (PVT) Ltd.

The Group’s revenue from continuing operations from external customers and information about its segment assets by geographical location are detailed below:

THE GROUP 2015 2014

GEOGRAPHICAL Rs Rs

Geographical revenue:Mauritius 331,746,927 272,416,905 India - 126,063

Total revenue including other income 331,746,927 272,542,968

Geographical results:Mauritius 45,697,503 27,710,353 India (311,910) (601,240)

Profit before tax 45,385,593 27,109,113

RHT HOLDING LTD


Annual Report 2015


19

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RHT HOLDING LTD


Annual Report 2015


20. OTHER INCOMETHE GROUP THE COMPANY

2015 2014 2015 2014Rs Rs Rs Rs

Increase in fair value of investments held for trading 946,000 16,617,000 - - Interest on savings accounts 774,160 420,656 1,176 1,152 Refund on transport cost and financial support from Government 15,686,500 5,913,500 - - Refund on fuel 121,064 - - - Bus advertising 857,812 537,000 - Insurance claims 917,375 813,965 - - Profit on disposal of property, plant and equipment 1,839,561 173,367 - - Dividend Income 1,923,000 - - - Other Income 1,349,571 - - - Interest from intercompany balances - - 7,528 -

24,415,043 24,475,488 8,704 1,152

21. OPERATING EXPENSES

Operating expenses include the following: THE GROUP

2015 2014 Rs Rs

Drivers’ and conductors’ wages and salaries 106,233,414 98,837,384 Cost of tyres, tubes and fuel 48,249,484 45,765,729 Cost of spare parts 12,241,098 13,702,300 Cost of stationary, ticket and rolls 263,627 330,126 WIFI expenses 1,363,670 1,795,583 Insurance 6,889,687 6,123,103 Depreciation of buses 20,287,042 17,084,091 Obsolete Stock written off 354,376 - Other operating expenses 9,508,257 5,405,401

205,390,655 189,043,717

22. ADMINISTRATIVE EXPENSES

Administrative expenses include the following: THE GROUP THE COMPANY

2015 2014 2015 2014 Rs Rs Rs Rs

Staffs’ wages and salaries 26,088,680 20,844,181 8,660,869 7,745,063 Motor vehicle running expenses 1,520,076 1,760,076 - - Advertising 2,940,096 1,069,748 261,478 2,500 Utilities and rentals 2,063,264 3,279,495 401,525 - Repairs and maintenance 1,420,630 1,348,545 18,030 22,630 General expenses 5,797,832 2,227,270 107,293 - Depreciation and impairment 8,924,899 4,305,580 9,189 10,023 Amortisation 691,652 1,191,452 71,599 171,836 Training expenses 281,292 578,266 200,328 143,341 Loss realised on disposal of asset classified held for trading 105,020 - - - Other sundry expenses 22,263,710 11,373,418 3,517,879 2,350,167

72,097,151 47,978,031 13,248,190 10,445,560

23. FINANCE COSTS THE GROUP THE COMPANY

2015 2014 2015 2014 Rs Rs Rs Rs

Interest paid on:

Bank loans 3,631,607 2,177,522 - - Bank overdrafts 3,585,719 2,733,410 26,897 27,078 Interest on lease 1,656,202 3,501,175 - - Interest on loan from related parties - - 2,301,569 -

8,873,528 8,412,107 2,328,466 27,078

24. EARNINGS PER SHARETHE GROUP

2015 2014Earnings per share Rs Rs

Profit for the year attributable to owners of the Company 38,125,418 24,415,856

Equity shares in issue 12,162,150 12,162,150

Earnings per share 3.13 2.01

25. NET ASSET VALUE PER SHARETHE GROUP THE COMPANY

2015 2014 2015 2014Rs Rs Rs Rs

Net asset value per share

Equity attributable to holders of the Company 635,129,171 645,266,832 439,951,427 428,300,009

Equity shares in issue 12,162,150 12,162,150 12,162,150 12,162,150

Net asset per share 52.22 53.06 36.17 35.22

26. CASH AND CASH EQUIVALENTSTHE GROUP THE COMPANY

2015 2014 2015 2014Rs Rs Rs Rs

Cash at bank and in hand 65,711,722 23,357,686 2,067,732 4,376,214 Bank overdraft (45,201,337) (43,612,782) - -

20,510,385 (20,255,096) 2,067,732 4,376,214

27. COMMITMENTS

Capital commitments

The project in connection with the construction of new office building, garage and bus depot has been abandoned.

There are no associated costs to the Group on account of the capital commitment abandoned as at 30 June 2015.

Capital commitment for the acquisition of new motor vehicles, computer equipment, electronic equipment and furniture and fittings which have been approved by the Board but not yet contracted for is as dislosed below.


- Amounts approved in connection with the above - 150,000,000 - Property, plant and equipment 15,305,400 69,567,370

15,305,400 219,567,370

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Annual Report 2015


28. ACTIVITIES AND INCORPORATION

RHT Holding Ltd is a public Company, incorporated in the Republic of Mauritius and listed on the Development Enterprise Market (DEM) of the Stock Exchange of Mauritius Ltd. Its registered office is situated at 14 Hugnin St, Rose Hill.

The activity of the Company is an investment holding Company. The activities of the subsidiaries are disclosed in Note 7 of the financial statements.

29. PROVISION

THE GROUP THE COMPANY2015 2014 2015 2014

Included under other payables and accruals - Note 17 Rs Rs Rs Rs

Court Proceedings/arbitrations - 1,500,000 - -

The Group has reached a final agreement for the settlement which has been settled in the financial year ended 30 June 2015.

30. FINANCIAL INSTRUMENTS

Capital risk management

The Group manages its capital to ensure that entities in the group will be able to continue as a going concern while maximising the return to stakeholders through the optimisation of the debt and equity balance. The Group’s overall strategy remains unchanged from 2014.

The capital structure of the Group consists of net debt, which includes borrowings disclosed in notes 13, 16 and 26, offset by cash at bank as disclosed in note 26 and equity attributable to equity holders of the parent, comprising issued capital, reserves and retained earnings.

Gearing ratio

THE GROUPThe gearing ratio at the year end was as follows: 2015 2014

Rs Rs

Debt (i) 112,573,274 92,175,458 Cash at bank (65,711,722) (23,357,686)

Net debt 46,861,552 68,817,772

Equity (ii) 635,129,171 645,266,832

Net debt to equity ratio 0.07 0.11

(i) Debt is defined as long and short term borrowings as detailed in note 13, 16 and 26.(ii) Equity includes all capital and reserves of the Group.

Significant accounting policies

Details of the significant accounting policies and methods adopted, including the criteria for recognition, the basis of measurement and the basis on which income and expenses are recognised, in respect of each class of financial asset, financial liability and equity instrument are disclosed in note 2 to the financial statements.

30. FINANCIAL INSTRUMENTS (CONT’D)

Categories of financial instrumentsTHE GROUP THE COMPANY

2015 2014 2015 2014Rs Rs Rs Rs

Financial assetsCash at bank and in hand 65,711,722 23,357,686 2,067,732 4,376,214 Investments 442,435,683 523,089,223 - - Trade and other receivables 44,493,225 19,843,051 115,068 638,046

552,640,630 566,289,960 2,182,800 5,014,260 Financial liabilitiesBank overdrafts 45,201,337 43,612,782 - - Borrowings 56,262,754 22,560,691 - - Trade and other payables 19,048,237 18,917,515 31,384,902 47,628,116 Obligations under finance lease 11,109,183 26,001,985 - - Proposed dividend 6,689,183 5,472,968 6,689,183 5,472,968

138,310,694 116,565,941 38,074,085 53,101,084

Financial risk management

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 market risk (including currency risk, fair value interest risk and price risk), credit risk, liquidity risk and cash flow interest rate risk.

The Group does not enter into or trade financial instruments, including derivative financial instruments, for speculative purposes.

Market risk

The Group’s activities expose it primarily to the financial risks of changes in foreign currency exchange rates and interest rates. The Group manages its exposure to interest rate and foreign currency risk by use of a proper mix in fixed and floating rate borrowings.

Foreign currency risk management

The Group and the Company undertake certain transactions denominated in foreign currencies. Hence, exposures to exchange rate fluctuations arise.

RHT HOLDING LTD


Annual Report 2015



Financial risk management (Cont’d)

Foreign currency risk management (Cont’d)

Currency profile

The currency profile of the financial assets and financial liabilities of the Group and the Company is summarised as follows:-



Interest rate sensitivity analysis

The interest rate sensitivity analysis below has been determined based on the exposure to interest rates for non-derivative financial instruments at the reporting date. For floating rate liabilities, the analysis is prepared assuming the amount of liability outstanding at the reporting date was outstanding for the whole year. A 25 basis point increase or decrease represents management’s assessment of the reasonably possible change in interest rate.

If interest rates had been 25 basis points higher/lower and all other variables were held constant, the profit for the year ended 30 June 2014 would have decreased/increased by:

2015 2014

THE GROUPFinancial Assets

Financial Liabilities

Financial Assets


Rs Rs Rs Rs CurrencyMauritian Rupee 552,476,558 137,494,885 564,159,953 115,656,962 Euro 1,254 4,700 - -United States Dollar 56,028 13,008 9,725 -Japanese Yen 106,790 - 1,808,372 -Indian Rupee - 798,101 311,910 908,979

552,640,630 138,310,694 566,289,960 116,565,941

2015 2014

THE COMPANYFinancial Assets


Financial Assets


Rs Rs Rs RsCurrencyMauritian Rupee 2,160,963 38,074,085 5,006,867 53,101,084 United States Dollar 21,837 - 7,393 -

2,182,800 38,074,085 5,014,260 53,101,084

Foreign Currency Sensitivity Analysis

The Group and the Company hold bank accounts denominated in Japanese Yen, Indian Rupee, Euro and United States Dollar. The Group and the Company are exposed to the risk that the exchange rate of Rs relative to Japanese Yen, Indian Rupee, Euro and United States Dollar may change in a manner that may have an effect on the reported value of the bank accounts. The Group has an investment in India and is also exposed to the risk that the exchange rate of Rs relative to Indian Rupees may have a negative impact on the results of the Group.

The directors have assessed the foreign exchange risk impact on the Group and Company’s results and they do not consider that this will materially affect the reported results as the amount denominated in foreign currency is minimal.

Interest rate risk management

The Group is exposed to interest rate risk as entities in the Group borrow funds at both fixed and floating interest rates. The risk is managed by the Group by maintaining an appropriate mix between fixed and floating rate borrowings.

The interest rate profile of the Group’s financial assets and financial liabilities at 30 June 2015 was:

Floating interest rateFinancial assets Currency 2015 2014

% %

Balances with banks Rs 3.5 3.5

Floating interest rate Fixed interest rateFinancial liabilities 2015 2014 2015 2014

% % % %

Bank overdrafts Rs 8.4 - 8.5 8.4 - 8.5 - - Finance lease obligations Rs - - 7.0 - 10.5 7.0 - 10.5Loans Rs 6.9 - 8.9 7.0 - 9.0 - -


Profit or loss 1,374,769 165,434 - -

Other price risks

The Group is exposed to price risks arising from investments in listed investments quoted on the Stock Exchange of Mauritius. The Group is exposed to equity price risks arising from equity investments. Equity investments are held for strategic rather than trading purposes. The Group does not actively trade these investments.

The sensitivity analysis below have been determined based on the exposure to equity price risks at the reporting date.

If equity prices had been 5% higher/lower: • Profit for the year ended 30 June 2015 would have been unaffected from equity investments classified as available-for-sale and other equity

reserves would increase/decrease by Rs 16,989,734 (2014: increase/decrease by Rs 19,797,063) as a result of fair value changes of available-for-sale shares.

• Profit for the year ended 30 June 2015 would have been affected from equity investments classified as held for trading and would increase/decrease by Rs 5,132,050 (2014: Rs 6,159,750) as a result of the changes in fair value of held for trading shares.

The Group’s sensitivity to equity prices has not changed significantly from the prior year.

Credit risk management

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the group. The Group have adopted a policy of only dealing with creditworthy counterparties and obtaining sufficient collateral, where appropriate, as a means of mitigating the risk of financial loss from defaults. The Group uses other publicly available financial information and 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 is spread amongst approved counterparties. Credit exposure is controlled by counterparty limits that are reviewed and approved by the risk management committee annually.

The Group and the Company’s credit risk are primarily attributable to trade receivables. The 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. Ongoing credit evaluation is performed on the financial condition of accounts receivable.

The Group has no concentration of credit risk in its trade receivables in 2015 and 2014.

RHT HOLDING LTD


Annual Report 2015




Liquidity risk management

Ultimate responsibility for liquidity risk management rests with the board of directors. The Group manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities, by continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities.

Liquidity and interest risk tables

The following tables detail the Group’s remaining contractual maturity for its non-derivative financial liabilities. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Group can be required to pay.

THE GROUPLess than 1

year 1 - 5 yearsMore than 5

years TotalRs Rs Rs Rs

2015Non interest bearing 25,737,420 - - 25,737,420 Fixed interest rate instruments 3,558,434 7,550,749 - 11,109,183 Variable interest rate instruments 50,954,391 33,549,210 16,960,490 101,464,091

80,250,245 41,099,959 16,960,490 138,310,694

2014Non interest bearing 24,390,483 - - 24,390,483 Fixed interest rate instruments 14,857,099 11,144,886 - 26,001,985 Variable interest rate instruments 47,131,119 13,101,302 5,941,052 66,173,473

86,378,701 24,246,188 5,941,052 116,565,941

THE COMPANY Less than 1

year 1 - 5 years More than 5

years Total Rs Rs Rs Rs

2015Non interest bearing 38,074,085 - - 38,074,085

2014Non interest bearing 53,101,084 - - 53,101,084

Financial guarantee contract risk

The Group has provided financial guarantees to third parties on behalf of its subsidiaries and associates. The Group is exposed to the risk that in the event of default from its subsidiaries and associates, there is the need to recognise the liability which represents the amount required to settle the obligation.

31. FAIR VALUE ESTIMATION

The fair value of financial assets traded in active markets are based on quoted market prices at the close of trading on the reporting date. Financial assets are regarded as quoted in an active market if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service, or regulatory agency, and those prices represent actual and regularly occurring market transactions on an arm’s length basis.

The financial statements include holdings in unquoted shares which are measured at cost less impairment.

The Group and the Company disclosed the classification of fair value measurements using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The following table provides an analysis of assets that are measured subsequent to initial recognition at fair value, grouped into Levels 1 to 3 based on the degree to which the fair value is observable:

- Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities;- Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the

asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and - Level 3 fair value measurements are those derived from valuation techniques that include inputs for the assets or liabilities that are not based

on observation market data (unobservable inputs).

2015 THE GROUPLevel 1 Level 2 Level 3 Total

Rs Rs Rs Rs

Available for sale investments 338,766,713 - - 338,766,713 Held for trading investments 102,641,000 - - 102,641,000

Total 441,407,713 - - 441,407,713

2014 THE GROUPLevel 1 Level 2 Level 3 Total

Rs Rs Rs Rs

Available for sale investments 395,341,253 - - 395,341,253 Held for trading investments 123,195,000 - - 123,195,000

Total 518,536,253 - - 518,536,253

There has been no transfers between the level 1 and level 2 fair value hierarchy of the Group.

Except where stated elsewhere, the carrying amounts of the Group’s and the Company’s financial assets and financial liabilities approximate their fair values due to the short-term nature of the balances involved.

Quoted prices

Financial assets in this category include available-for-sale and held for trading investments.

Fair value using discounted cash flow analysis

The financial statements do not include financial assets and financial liabilities measured at fair value using discounted cash flow analysis.

RHT HOLDING LTD

98

FOR THE YEAR ENDED 30 JUNE 2015NOTES TO THE FINANCIAL STATEMENTS

32. RELATED PARTY TRANSACTIONS

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

Transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated on consolidation.

THE COMPANY

Details of transactions between the fellow subsidiaries are disclosed below.

Compensation of key management personnel

The remuneration of directors during the year is as follows:

Amount due to Amount due byExpenses borne on behalf

of subsidiary Dividend Rental paid2015 2014 2015 2014 2015 2014 2015 2014 2015 2014Rs Rs Rs Rs Rs Rs Rs Rs Rs Rs

25,486,614 42,825,275 115,068 636,069 - 217,500 43,821,616 12,028,529 401,525 349,140


Short term benefit - Executive 4,389,317 4,343,438 172,628 156,930 - Non-Executive 4,528,726 2,782,253 3,090,641 2,782,253

8,918,043 7,125,691 3,263,269 2,939,183

33. ASSETS HELD FOR SALE2015 2014Rs Rs

At 1 July - - Transfer from investments in securities (Note 9) 3,525,000 -

At 30 June 3,525,000 -

The Group has intended to dispose its investments in unquoted investment as at 30 June 2015. These investments have been valued at cost. The sale of the shares is waiting the approval of the Government as at year end.

34. PROFIT FROM OPERATIONS

Profit from operations is arrived at after:

THE GROUP THE COMPANYCharging: 2015 2014 2015 2014

Rs Rs Rs Rs

Allowances for doubtful debt 541,068 450,511 - -Amortisation of intangible assets 691,652 1,191,452 71,599 171,836 Staff costs 132,322,094 119,681,565 8,660,869 7,745,063 Depreciation on plant and equipment 25,329,075 21,389,671 9,189 10,023 Impairment of property, plant and equipment 4,981,897 - - -

35. SUBSEQUENT EVENT

In September 2015, RHT Bus Services Ltd, a subsidiary of RHT Holding Ltd, entered into a joint venture agreement with SuperGroup Africa Proprietary Limited to incorporate Fleet Africa Indian Ocean Ltd to carry on the business of maintenance activities.

Documents

2015Annual Report 2015 - RHT · 2 3 2015 Dear Shareholders, The Board of Directors is pleased to present the Annual Report of RHT Holding Ltd for the financial year ended 30th June