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ANNUAL REPORT

02 CIEL at a Glance

04 Chairman’s Statement

06 Financial Highlights

12 Our Investment Approach

14 Why we invest in these sectors

16 Our recent investment journey

18 How we manage our investments

24 Group Structure

26 Portfolio Review

28 CIEL Executive Report

30 CIEL Textile Executive Report

34 CIEL Agro & Property Executive Report

38 CIEL Hotels & Resorts Executive Report

42 CIEL Finance Executive Report

46 CIEL Healthcare Executive Report

50 CIEL Going Forward

51 Risk Management

56 Sustainability Journey

62 Statement of Compliance

63 2016 Corporate Governance Report

88 Other Statutory Disclosures

90 Statement of Directors’ Responsibilities

91 Certificate from the Company Secretary

92 Financial Statements

203 Directorship List of Subsidiaries

216 Corporate Information

217 Notice of Annual Meeting

219 Proxy Form

221 Postal Vote

223 Application Form

TABLE OF CONTENTS

CIEL Limited - Annual Report 2016 1

MADAGASCAR

MAURITIUS

INDIA

MALDIVES

BANGLADESH

NIGERIAUGANDA

KENYA

TANZANIA

BOTSWANA

ZAMBIA

CIEL AT A GLANCE

HOTELS & RESORTS

HEALTHCARE

TEXTILE

AGRO & PROPERTY

FINANCE

LISTED ON STOCK EXCHANGE OF MAURITIUS

EMPLOYING MORE THAN 30,000 PEOPLE THROUGH ITS INVESTEE COMPANIES

FIVE SECTORS

A MAURITIAN-BASED COMPANY WITH A TRULY INTERNATIONAL FOOTPRINT

A Mauritius-based diversified investment company, listed on the Stock Exchange of Mauritius, operating five business clusters spread across Mauritius, Africa & Asia.

OPERATING SINCE

1912

CIEL Limited - Annual Report 20162

A Solid Track Record

FROM TO

Approx. USD 400 million worth of property assets sold to date

Among the first Mauritian groups to develop a luxury real estate program for foreigners

Two banks and private equity activity invested in Mauritius, Madagascar, etc.

Small asset management company in 2008

Controlling stakes in hospitals in Mauritius & Uganda, investment in Nigeria

Minority stake in private clinic in Mauritius

Sugar production across Mauritius, Tanzania & Kenya

100% of our sugar production in Mauritius before 2000

Business focus spanning across Europe, Africa, Asia & USA

100% of sales driven by European market before 2000

6 textile factories, 1 bank (BNI Madgascar) & an indirect stake in Orange Madagascar

First Mauritian company to invest in Madagascar in 1989

Owning & operating 20 factories in 4 different countries & employing approx. 20,000 people

First investment in textile in 1970s in Mauritius


Today we have the strength of a large investment group upon which we will build upon to reinforce synergies at all levels. We will stick to the guiding principles of our way of doing business which is based on trust in our people, strategic partnerships for mutual growth, strong governance and ethics and a deeply rooted entrepreneurship spirit that drives our quest for excellence.

CHAIRMAN’SSTATEMENT

P. Arnaud Dalais Chairman

Dear Shareholder,

It is now almost three years that CIEL decided to reshape its organisational structure into a multi-sector, multi-country investment company with a view to strengthen its long-term growth potential on fast-growing, profitable and sustainable markets. This bold and necessary step, which culminated with the listing on the main market of the Stock Exchange of Mauritius in February 2014, was driven by a clear strategic vision with the ultimate objective of enhancing shareholder value over the medium term.

Since then a number of significant milestones have been completed;

• We have diversified our shareholder base by opening up CIEL’s share capital to selected private international investors, raising MUR 2 billion in the process.

• Significant inroads have been made into the African continent by accompanying our Healthcare cluster in both Uganda and Nigeria, furthering our position in Madagascar for our Textile and Banking activities and by contributing to the regional expansion of our Agro & Property cluster into Kenya.


• CIEL Healthcare Limited has increased its shareholding in The Medical and Surgical Centre Limited, owner of Fortis Clinique Darné, to a controlling position of 58.6%.

• We have considerably increased our shareholding in Sun Limited, within our Hotels & Resorts cluster, from 29.2% to a majority ownership stake of 59.8%. Moreover, Sun hotel assets have been renovated, a partnership has been concluded with the Shangri-La’s Le Touessrok and we have acquired a 100% shareholding in the Four Seasons Resort at Anahita.

• Finally, our shareholding in CIEL Textile Limited has been increased from 42.9% to a majority ownership stake of 56.3% while our garment making activities went through a significant organic development in Asia.

Financial Performance

In the financial year ended 30 June 2016, CIEL achieved a 13% revenue growth and a 6% rise in Earnings Before Interest, Depreciation and Taxes (“EBITDA”) compared to the prior year, as the Group benefited from the larger base of its diversified and increasingly international investment portfolio.

CIEL Textile posted strong results mainly from the activities of the Aquarelle Group while Floreal Knitwear is going through an important reorganisation of its activities and Tropic Knits Group has started its expansion in Asia. CIEL Finance’s profit increase was mainly generated by its banking operations, though its results were partly impacted by adverse exchange rate movements in the Malagasy Ariary. CIEL Healthcare reported increased revenue and profits as Medical and Surgical Centre Limited (Mauritius) and

International Medical Group (Uganda) were consolidated for the full year. CIEL Agro & Property reported reduced profits due to lower contribution from our property operations and higher finance costs at Alteo linked to its recent acquisition in Kenya. CIEL Hotels & Resorts incurred significant losses as three luxury resorts were closed down for renovations during the year while a turnaround process has been well triggered on the operational front.

Consequently, Group profit after tax stood at MUR 1.2 billion compared to MUR 2.2 billion last year. Profits attributable to ordinary shareholders went down from MUR 1.1 billion a year ago to MUR 477 million for the year under review.

The Net Asset Value of the Company was however resilient at MUR 8.47 per share at year end, despite falling local stock market indices.

Dividend

Thanks to our sound financial position with reasonable debts at the holding company level, we have been able to keep our policy to properly reward our shareholders. Dividends per share have been increased from 16 cents last year to 18 cents.

Our People

We are very fortunate at CIEL to have such diverse and dedicated teams of talented people, all of whom play an important role in the execution of our strategy. We recognize that they are our most valuable assets and I take this opportunity to thank them all for their hard work and total commitment. Today we have the strength of a large investment group upon which we will build upon to reinforce synergies at all levels. We will stick to the guiding principles of our way of

doing business which is based on trust in our people, strategic partnerships for mutual growth, strong governance and ethics and a deeply rooted entrepreneurship spirit that drives our quest for excellence.

The Way Forward

With nearly MUR 3.5 billion, invested at the holding company level over the past three years in Mauritius and abroad, we have today a well-established investment portfolio. Time has come for us to focus on good profitability from our promising asset base. For this to happen we need to ensure that we are operationally excellent in each of our activities. This will be our primary task in the year to come. The new corporate structure with the nominations of a Group Chief Executive and a Group Finance Director will ensure that the above is well implemented.

We are building a future where we aim to deliver balanced growth and sustainable value creation. As a Mauritian company, we are committed to contributing to the economic development of the country, while improving the quality of life of the communities in all the countries where we operate.

P. Arnaud Dalais Chairman

30 September 2016


COMPANY FINANCIAL HIGHLIGHTS

2016 2015

Revenue MUR'M 347 382 -9%Profit Attributable to Shareholders MUR’M 313 323 -3%Net Borrowings MUR'M 1,095 1,400 -22%Shareholders’ Equity MUR’M 12,920 13,094 -1%Total Assets MUR’M 14,260 14,806 -4%Gearing Ratio (Debt / (Debt + Equity)) % 7.8 9.7

Net Asset Value per Share (NAV) MUR 8.47 8.60 -2%Earnings per Share MUR 0.21 0.21 -Dividend per Share MUR 0.18 0.16 13%Market Capitalisation MUR’M 9,333 10,963 -15%

INVESTMENT PORTFOLIO

HEALTHCARE

7%TEXTILE

16%

FINANCE

18%

AGRO & PROPERTY

25%HOTELS & RESORTS

30 June 2015

34%

MUR 14,457M

HEALTHCARE

7%TEXTILE

18%

FINANCE

16%

AGRO & PROPERTY

25%HOTELS & RESORTS

30 June 2016

34%

MUR 13,940M

• Listed subsidiaries and associates are valued on the higher of the Net Asset Value (NAV) or market price.

• Company investment portfolio decreased from MUR 14,457M to MUR 13,940M for the year ended 30 June 2016 mainly due to Alteo’s share price down 8% compared to 30 June 2015 and Sun Limited’s lower NAV as a consequence of its losses.

• Over the year under review, the Finance cluster benefited from a second injection of capital by Amethis in August 2015. This investment vehicle dedicated to Africa raised its stake in CIEL Finance to 24.9%.

• In the Healthcare cluster, CIEL decreased its stake in CIEL Healthcare Ltd (“CHL”) to 54% following the entry of financial partners:

• International Finance Corporation (16.6%), a member of the World Bank Group

• Proparco (10%), a subsidiary of the French Development Agency (AFD)

• The Investment Funds for Health in Africa, IFHA-II (10%)

• and Kibo Fund LLC II (10%).

• In addition, CHL acquired a 23 % stake in Nigeria’s leading private healthcare provider, Hygeia Nigeria Limited.


NAV & SHARE PRICE (BASE: 31 MARCH 2014)

CUMULATIVE TOTAL SHAREHOLDER RETURN - ANNUALISED

CIEL’s Net Asset Value (“NAV”) per share showed resilience at MUR 8.47 (30 June 2016) compared to MUR 8.60 (30 June 2015). In line with the fall of the Stock Exchange of Mauritius during the financial year under review, CIEL’s share price decreased by 15% from MUR 7.20 to MUR 6.12 at 30 June 2016.

7.22

7.567.64

8.00

8.608.75 8.63

8.49

8.47

6.12

6.90

6.927.10

7.40

6.907.20

6.706.60

6.28

6.57

JUN-16MAR-16DEC-15SEP-15JUN-15MAR-15DEC-14SEP-14JUN-14MAR-14

Total Shareholder Return (“TSR”) combines share price appreciation and dividends. As such, it is an effective way to show that CIEL manages its portfolio for the long term and that its interests are aligned with those of like-minded shareholders.

14.8

%

11.1

%

-3.4

%

10 yrs5 yrs2 yrs


COMPANY FINANCIAL HIGHLIGHTS (CONT’D)

During the year under review a 12.5% increase in the dividend was proposed.

0.0

6

0.0

7 0.1

0

0.1

4

0.1

4 0.1

6 0.1

8

2016201520142013201220112010

REGULAR INCREASE IN DIVIDEND PER SHARE (MUR)

CIEL OUTPERFORMS AFRICAN EQUITIES (BASE: 3 FEBRUARY 2014)

65

80

95

110

JUN 16MAR 16DEC 15SEP 15JUN 15MAR 15DEC 14SEP 14JUN 14MAR 14

CIEL SEMDEX Index

FTSE ASEA PAN AFRICA Index

SEM -10 Index


The dividend income decreased by MUR 29M mainly through the inclusion of BNI under CIEL Finance this year. There was however a distribution of MUR 148M from the Finance cluster to CIEL in form of redemption of shares. The Agro & Property cluster declined by 14.6% reflecting lower contribution from its property activities.

DIVIDEND RECEIVED BY HOLDING COMPANY (MUR’M)

NET INDEBTEDNESS AND GEARING - COMPANY (MUR’M)

Textile

Agro &Property

2014 2015 2016

Finance

Hotels &Resorts

Healthcare98

143186

83

123

105

9

MUR’M

190

MUR’M

376MUR’M

337

110 46

7.8%

4.6%

500

600

700

800

900

1,000

1,100

Jun-16Jun-15Jun-14 Jun-16Jun-15Jun-14

7.4%

Gearing Indebtedness


2016 2015

Revenue MUR'M 18,533 16,455 13%Profit after tax MUR’M 1,182 2,180 -46%Profit Attributable to Shareholders MUR’M 477 1,126 -58%Earnings per Share MUR 0.31 0.74 -58%Adjusted Profit Attributable to Shareholders MUR’M 703 725 -3%Adjusted Earnings per Share MUR 0.46 0.48 -4%Net Asset Value per Share MUR 9.07 9.00 1%Total Assets MUR’M 57,284 52,203 10%Net Borrowings MUR’M 13,286 10,266 29%Gearing Ratio % 36.0 31.7 -

GROUP FINANCIAL HIGHLIGHTS

R E V E N U E2 0 1 5

H O T E L S &R E S O R T S

F I N A N C E A G R O &P R O P E R T Y

T E X T I L E H E A L T H C A R E C I E L H O L D I N GC O M P A N Y

G R O U P E L I M I N A T I O N

R E V E N U E 2 0 1 6

16,455

775 6 9

377

935

(35)

18,53311

Revenue totalled MUR 18.5bn with the first time consolidation of Medical and Surgical Centre Limited (MSCL) and International Medical Group (IMG) in the CIEL Healthcare level as well as the full year consolidation of the Four Seasons Resort at Anahita (CIEL Hotels & Resorts). The organic increase in revenue at the level of CIEL Textile further explains CIEL’s revenue growth.

REVENUE PER CLUSTERS (MUR’M)


P R O F I T2 0 1 5

H O T E L S &R E S O R T S

F I N A N C E A G R O &P R O P E R T Y

T E X T I L E H E A L T H C A R E C I E L H O L D I N GC O M P A N Y

G R O U PE L I M I N A T I O N

P R O F I T 2 0 1 6

1,849

(194) (58) (53)5 62

(10)

1,63433

Group profit before non-recurring items and tax stood at MUR 1.63bn and was for the most part negatively impacted by Sun Limited’s losses associated mainly with the closure for renovation of three luxury resorts, namely the Kanuhura in Maldives, the Shangri-La’s Le Touessrok Resort and Spa and the Four Seasons Resort at Anahita during part or most of the year under review depending on the hotel concerned.

PROFIT BEFORE NON-RECURRING ITEMS AND TAX PER CLUSTERS (MUR’M)

Group indebtedness has increased during the year mainly due to the financing of the recent acquisition of Four Seasons at Anahita, renovation projects for Shangri-La’s Le Touessrok and Kanahura (Maldives) and consolidation of Four Seasons at Anahita’s debt at Sun Limited.

NET INDEBTEDNESS AND GEARING - GROUP (MUR’M)

36.3%

31.8%30.1%

7000

8000

9000

10,000

11,000

12,000

13,000

14,000

Jun-16Jun-15Jun-14 Jun-16Jun-15Jun-14

Gearing Indebtedness


WHY WE INVEST IN THESE SECTORS

OUR RECENT INVESTMENT JOURNEY

HOW WE MANAGE OUR INVESTMENTS

INVESTMENT APPROACH

OUR

WHY WE INVEST IN THESE SECTORSCIEL invests in five strategic sectors where the Group already enjoys a solid market position and/or because these markets are experiencing high growth rates in the region.

Proven expertise

• Over 100 years’ experience in sugar industry

Strategic partner for internationalisation

• Partnership with Tereos, the third largest sugar group in the world, to drive international growth in African countries (e.g. Kenya and Tanzania) suffering from deficit in sugar production

Energy capacity to address energy deficit

• Three renewable energy, biomass plants to export to the national grid in Mauritius and in Tanzania

Valuable land ownership

• Owner of a sizeable piece of land bank in the South-East region of Mauritius (3,000 hectares directly through our subsidiary Ferney Ltd and through Alteo Ltd) with interesting property development opportunities as the Mauritian government seeks to develop smart cities

AGRO & PROPERTY

25% of our portfolio

Solid track record

• Over 40 years of proven experience

Established global presence

• Operations strategically located in Mauritius, South Asia and Madagascar offering competitive labour and a network of trade agreements (e.g. Africa Growth and Opportunity Act (AGOA)) with key markets

Vertically integrated business units

• From yarn spinning to finish garments to optimise costs and ensure quality control

Geographically diversified client portfolio

• Clients in both hemispheres, thus reducing seasonality effect and ensuring steady revenues streams

TEXTILE

18% of our portfolio


Strong growth in home market

• Mauritius is witnessing high growth rate in tourist arrivals boosted by strong growth from new markets such as Asia with the recent opening of air access

Stunning assets

• 7 hotels and 2 golf courses located in prime beachfront locations in Mauritius and one iconic island hotel in the Maldives

Synergies and optimisation across portfolio

• Increased synergies and revenue optimisation across all properties to support improvement of future financial performance

In-house tour operators

• Revenue generation optimised through a combination of in-house tour operators and external partners

Strong regional growth perspective

• Presence in the fastest growing tourism industry in the world: Africa, the Indian Ocean and Asia

Low banking penetration rates in the region

• BNI Madagascar is set to benefit from low banking penetration rates of less than 5% in Madagascar. It enjoys a market share of 22% in that same market

• Bank One, is well positioned to tap on the International Banking opportunities in Africa. It also has an expanding corporate and retail presence in Mauritius

Synergies between portfolio companies

• Synergies between our portfolio of companies generate additional revenues and allow all entities to share best practices, client portfolio and talent

Strategic partnership

• Our partnership with Amethis Finance, a leading private equity firm investing in Africa, and multiple opportunities on the African continent with a fast expanding financial services sector offer significant growth potential

Strong growth of healthcare market in Africa

• Africa is expected to post the fastest health care spending growth globally as over half a million additional hospital beds and USD 25 to 30 billion are needed over the next decade to meet Africa’s healthcare demand

Significant opportunities for private healthcare providers

• 50% of Sub-Saharan Africa’s total health expenditure is geared towards private healthcare providers such as CIEL Healthcare’s network of hospitals

Strategic partners and network

• CIEL Healthcare’s network of partners (Fortis Healthcare, International Finance Corporation, Proparco, IFHA-II, Swiss-Re, Kibo II) and established operations in Mauritius, Uganda and Nigeria make it an increasingly effective player in the healthcare sector in the region

HEALTHCAREHOTELS & RESORTS

FINANCE

34% of our portfolio 16% of our portfolio 7% of our portfolio


INTERNATIONALISATION AND STRATEGIC INVESTMENTS TO STRENGTHEN PORTFOLIO

2014-16

• Reorganisation into a new legal entity – CIEL Limited

• New structure around 5 clusters

• Private placement of 50M Euros

• Diversified and stronger shareholder base

• Rebranding

• Listing on the main market of the Stock Exchange of Mauritius

AGRO & PROPERTY

• Alteo Limited through Sucrière des Mascareignes Limited acquires a 51% stake in Transmara, Kenya

TEXTILE

• CIEL Textile invests in new production units in India (Tropic Knits), Bangladesh (Floreal Knitwear) and Madagascar (Floreal Knitwear and Aquarelle)

FINANCE

• CIEL Finance acquires controlling stake in bank BNI Madagascar SA through investment in Indian Ocean Financial Holdings Ltd

• Entry of Amethis Finance in CIEL Finance’s capital for 24.9%

2014

CORPORATE RESTRUCTURING FOR EXPONENTIAL GROWTH

OUR RECENTINVESTMENT JOURNEY


• Focus on operations and improvement of EBITDA

• Realisation of synergies

HOTELS & RESORTS

• CIEL takes full control (59.79%) of Sun Limited

• Sun Limited seals strategic partnerships with Four Seasons and Shangri-La

• Sun Limited acquires 100% of the Four Seasons Resort at Anahita and opens up the shareholding of the Shangri-La’s Le Touessrok Resort and Spa to the level of 26% stake to Shangri-La

• Sun Limited invests in hotel renovation for the Kanuhura (Maldives), Four Seasons, The Shangri-La’s Le Touessrok Resort & Spa and La Pirogue

HEALTHCARE

• CIEL Healthcare increases its stake in The Medical and Surgical Centre Limited (The company which owns Fortis Clinique Darné in Mauritius) to 58.60%

• CIEL Healthcare takes majority stake of 90.10% in International Medical Group - Uganda

• CIEL Healthcare takes a stake of 22.81% in Hygeia Nigeria Limited – Nigeria together with a management contract of the operations

2016-17

CONSOLIDATION AND FOCUS ON OPERATIONAL EXCELLENCE


L. J. Jérôme De ChasteauneufExecutive Director of CIEL overseeing group finances

P. Arnaud DalaisChairman of CIEL and key instigator

of CIEL’s growth journey for the past 30 years

Jean-Pierre Dalais Executive Director of CIEL and

driving force behind CIEL’s recent international expansion in Hotels &

Resorts, Healthcare and Finance

J. Harold MayerCEO of CIEL Textile, in the driver’s

seat of CIEL Textile’s global strategy and expansion for the past 20 years

M.A. Louis GuimbeauFormer executive within several

companies in Mauritius

G. Christian Dalais Former CEO of IBL and Chairman

of Sun Limited

Thierry Dalais Founder of two private

equity firms

Roger Espitalier-NoëlCorporate Sustainability

Committee Chairman and former executive of CIEL Textile leading the group’s expansion in Madagascar in

early 2000

As an investment company focused on creating value for its shareholders, CIEL has developed a unique approach to ensuring its investments grow and deliver their expected return. CIEL’s team of experienced owners maintains a professional “hands on” asset management philosophy, working closely with the investee companies, alongside strategic partners, in order to capture the full potential of its investment portfolio.

1. CIEL leadership

Mauritian entrepreneurs with a deep understanding of their country which they have contributed to develop. They have a proven track-record of developing successful businesses or effectively leading them through transformation. Moreover, as individual owners of CIEL Limited shares, their interests are aligned with those of the other shareholders.

HOW WE MANAGE OUR INVESTMENTS


Antoine DelaporteFounder and Managing Director of Adenia Partners Ltd, a private

company managing private equity funds in the Indian Ocean region

Sébastien CoquardHead of investments at FFP, an

investment company controlled by the Peugeot family and listed on

Euronext Paris

Pierre DanonFrench entrepreneur, executive chairman of Volia, the Ukrainian

leading cable and broadband company

Xavier ThiéblinManager and Administrator of several

companies, including OXACO, a family holding company which holds investments in the

Indian Ocean and Europe

Catherine McIlraithProven investment banker who

held senior positions in corporate and specialised finance for Ridge Corporate Finance, BoE, NatWest

and Investec amongst others

Marc Ladreit de LacharrièreFounder of Fimalac which owns

significant stakes in Fitch Ratings and Group Lucien Barrière amongst

others

Norbert DentressangleFounder of the Norbert

Dentressangle Group, leading European transport and logistics

group

CIEL’s Board is further enhanced with recognised international business professionals lending their global expertise, network and investment experience

A highly qualified Board to set CIEL’s strategy and control its execution


HOW WE MANAGE OUR INVESTMENTS (CONT’D)

J. Harold MayerCEO of CIEL Textile overseeing

Aquarelle, Tropic Knits and Floreal Knitwear growth strategies

Jean-Pierre Dalais Executive Director of CIEL

overseeing CIEL’s Hotels & Resorts, Finance and Healthcare cluster in

particular

L. J. Jérôme De ChasteauneufExecutive Director of CIEL

overseeing group financials and General Manager of CIEL’s shared

services

Patrick de L. d’ArifatCEO of Alteo and experienced

professional in the sugar industry in the region

David AndersonCEO of Sun Limited with

a leadership experience in the international hospitality industry

Marc-Emmanuel VivesCEO of CIEL Finance with 25 years’ experience as a senior executive at

Société Générale

Alex AlexanderManaging Director of CIEL

Healthcare Africa with 15 years’ experience as an investment

specialist and hospital manager in healthcare

An international and experienced executive management team dedicated to nurturing investments and improving the performance of their respective cluster’s operations


Controlling positions in investee companies

• CIEL favours controlling positions in the businesses it invests in. CIEL indeed holds majority stakes in most of its investee companies to control voting rights and facilitate the decision-making process.

2. A hands-on approach to protect and manage shareholders’ interests, promote synergies and cross-fertilisation of best practices among investee companies

Thorough review and stringent monitoring of each business

• CIEL’s Strategic & Advisory Committee regularly conducts deep-dive analysis of each cluster and investment to monitor its performance and assess the quality of strategy execution. Besides, CIEL executive management is directly involved at management level within each business, attending not only board meetings but also key management sessions.

Strategic support to foster growth and drive efficiency of operations

• CIEL encourages cross fertilisation of best practices across investee companies through direct and regular communications, forums and mentoring. In addition, CIEL is involved in the recruitment of top talent within investee companies and supports each of them through a shared services hub.


HOW WE MANAGE OUR INVESTMENTS (CONT’D)

ADENIA PARTNERS / A private equity fund investing in Africa, investor in CIEL

AMETHIS FINANCE / An investment fund, launched in partnership with Edmond de Rothschild Private Equity, entirely dedicated to long-term responsible financing in Africa, which invested in CIEL Finance

DENTRESSANGLE INITIATIVES SAS / A holding enterprise & European leader in transport & logistics, investor in CIEL

FFP INVEST / An investment company controlled by Peugeot Frères, investor in CIEL

FOUR SEASONS / The Canadian international luxury, five-star hospitality company, which operates the Four Seasons at Anahita, Mauritius, a real estate developed & owned by SUN

FORTIS / One of the largest hospital network in India which partnered with CIEL Healthcare to operate Fortis Clinique Darné in Mauritius & share their management expertise for our healthcare investments in Uganda & Nigeria

3. Strategic partnerships bringing capital and expertise to our operations and expansion

CIEL strongly believes in the value of partnerships to improve its products and services, capture new markets and/or consolidate existing leadership positions. CIEL has developed over the years a solid network of trusted international partners and best-in-class players in their respective sectors to further enhance its assets performance.

OUR STRATEGIC PARTNERS


GROUP MARC LADREIT DE LACHARRIERE / Owner of 40% of the Lucien Barrière Hotel Group & holding 20% of the Fitch Group, investor in CIEL

IFHA-II / The Investment Fund for Health in Africa, private equity fund which invested in CIEL Healthcare

INTERNATIONAL FINANCE CORPORATION (“IFC”) / A member of the World Bank Group & the largest global development institution, which invested in CIEL Healthcare & co-invested with CIEL Healthcare in Hygeia, Nigeria

PROPARCO / A French development finance institution, which invested in CIEL and CIEL Healthcare

SHANGRI-LA / The Hong-Kong based company that runs more than 100 luxury hotels around the world; it invested and manages our legendary Touessrok Hotel Resort & Spa in Mauritius

TEREOS / The world’s 3rd largest sugar producer co-investing with us in Africa through Alteo


CIEL AGRO & PROPERTY

• ALTEO

• CIEL PROPERTIES

• EBÈNE SKIES

• FERNEY

• LA VALLÉE DE FERNEY

CIEL TEXTILE

• WOVEN

• AQUARELLE CLOTHING

• CONSOLIDATED FABRICS

• LAGUNA CLOTHING

• PASTEL BLUE

• FINE KNITS

• TROPIC KNITS

• CDL KNITS

• KNITWEAR

• FLOREAL KNITWEAR

• FERNEY SPINNING MILLS

CIEL HOTELS & RESORTS

CIEL LIMITED

• ANAHITA THE RESORT

• SUN

• AMBRE

• FOUR SEASONS RESORT AT ANAHITA

• KANUHURA

• LA PIROGUE

• LONG BEACH

• SHANGRI-LA’S LE TOUESSROK

• SUGAR BEACH

GROUP STRUCTUREAS AT 30 JUNE 2016


CIEL FINANCE

CIEL HEALTHCARE

• BANK ONE

• BNI MADAGASCAR

• CIEL CORPORATE SERVICES

• CIEL FINANCE

• IPRO

• IPRO GROWTH FUND

• MITCO

• THE KIBO FUND

• CIEL HEALTHCARE

• CIEL HEALTHCARE AFRICA

• THE MEDICAL AND SURGICAL CENTRE (FORTIS CLINIQUE DARNÉ)

• INTERNATIONAL MEDICAL GROUP (IMG)

• LABORATOIRE INTERNATIONAL DE BIO ANALYSE (LIBA)

• HYGEIA NIGERIA


TEXTILE

AGRO & PROPERTY

HOTELS & RESORTS

FINANCE

HEALTHCARE

REVIEWPORTFOLIO

CIEL EXECUTIVE REPORT

OVERVIEW

This year has been a year of further consolidation as we continued to roll-out our clearly defined strategy. This process started more than two years ago, during which time CIEL has identified and positioned itself in high growth potential sectors and reshaped its investment portfolio into five distinct clusters:

In the year under review, we have strengthened our investment portfolio by making a number of strategic acquisitions and establishing strong partnerships, namely in the healthcare and in the finance sectors, whilst at the same time working at consolidating the existing operations in the other clusters.

More specifically, at the CIEL Healthcare cluster level, we have strengthened our shareholder base by teaming up with world-class partners including International Finance Corporation and Proparco. CIEL Healthcare also bought a significant stake, alongside a consortium of investors, in Hygeia Nigeria Limited, a leading private healthcare service provider in Nigeria.

At CIEL Finance level, Amethis Finance has injected a second tranche of investment and increased its stake to 24.9%.

HOTELS & RESORTS

HEALTHCARETEXTILE FINANCEAGRO & PROPERTY


PERFORMANCE OVERVIEW

Group revenue

Group profit before non-recurring items

and tax

2016 MUR’M

2015 MUR’M

2016 MUR’M

2015 MUR’M

Textile 10,508 10,131 862 857

Agro & Property 87 78 59 112

Hotels & Resorts 4,989 4,214 (41) 153

Finance 1,932 1,929 827 885

Healthcare 1,224 289 84 22

CIEL - Holding Company 346 382 190 200

Group Elimination (554) (568) (347) (380)

18,533 16,455 1,634 1,849

CIEL Limited achieved a 13% year-on-year revenue growth as the Group benefited from the larger base of its diversified and increasingly international investment portfolio that it set out to develop in 2014. The results of the Textile, Finance and Healthcare clusters helped mitigate the negative impact of the Hotels & Resorts cluster on the Group’s profitability for the period under review. Group profit before non-recurring items and tax stood at MUR 1.6bn while Group Profit after Tax stood at MUR 1.18bn.

A detailed performance review and main achievements of our five clusters is given in the following sections.


CIEL owns 56.31% of CIEL Textile Limited, a company listed on the Development and Enterprise Market of the Stock Exchange of Mauritius. CIEL Textile is a world-class global player in textile and garments operations, spanned across Mauritius, Madagascar, India and Bangladesh.

EXECUTIVE REPORT

CIEL Textile has developed into a regional one-stop shop for textiles, with vertically integrated business units, from yarn spinning to finish garments. The Group positions itself as the best alternative to China with the objective to deliver unbeatable value to medium and upmarket retailers.

Quote from the CEOo“Aquarelle group was the star performer this past year, with sales increasing by 3% to MUR 5.8bn and a healthy increase of 15% in profit after tax (PAT) to MUR 485.5M. Aquarelle group today accounts for 55% of the group turnover and 69% of its PAT.

Our strategic plan for all divisions all go in the same direction where we aim to be recognised as the “best” in terms of customer satisfaction and financial performance.

Our regional strategy (Mauritius & Madagascar) focuses on an upmarket move and cost competitiveness improvements.

Our globalisation strategy focuses on growth; first in the Indian sub-continent (India & Bangladesh) followed by sub-China region”.

J. Harold Mayer, CEO of CIEL Textile

Management Team

CIEL TEXTILE

J. Harold MayerCEO of CIEL Textile

Eric DorchiesCEO Woven Cluster

Jean-Baptiste Doger de Spéville

CEO Knitwear and Knits Clusters

Guillaume DalaisJoint CEO Tropic Knits

Group

Bertrand ThevenauJoint CEO Tropic Knits

Group


OF OUR PORTFOLIO18%

GARMENTS EXPORTED ANNUALLY

PRODUCTION UNITS MAURITIUS: 8 MADAGASCAR: 6 INDIA: 5 BANGLADESH: 1

33M

20

EMPLOYEES

OVER

20,000LISTED ON THE DEVELOPMENT AND ENTERPRISE MARKET OF THE STOCK EXCHANGE OF MAURITIUS

Key Facts and Figures

3 clusters

Woven

• Aquarelle Clothing

• Consolidated Fabrics

• Laguna Clothing

• Pastel Blue

Fine Knits• Tropic Knits

• CDL Knits

Knitwear• Floreal Knitwear

• Ferney Spinning Mills



CIEL Textile Year ended 30 June

2016 MUR’M

2015 MUR’M

Variance MUR’M

Revenue 10,508 10,131 377

EBITDA 1,153 1,126 27

Profit before tax 862 857 5

Profit after tax 704 762 (58)

Profit attributable to CIEL shareholders 353 396 (43)

• CIEL Textile Limited achieved satisfactory results. The woven cluster’s strong performance, both in the Indian Ocean region and in Asia, has been the main contributor to the Group’s profitability. The Knits cluster has performed satisfactorily although its financial results have been impacted by the launch of its new factory in India. The Knitwear cluster’s profitability saw a significant drop in margins and was affected by the setting up cost of a newly automated facility in Antsirabe, Madagascar.

• The current international retail environment, combined with the recent currency fluctuations, are areas of concern; generating a stronger sales’ momentum remains a key priority for the CIEL Textile team.

• Despite this challenging environment, the Woven cluster is expected to deliver a satisfactory performance in the current financial year. The results of the Knits cluster will remain partly dependent on the successful development of its operations in India while the restructuring of the industrial activities of the Knitwear cluster is only anticipated to have a medium term positive impact on CIEL Textile’s results.

CIEL TEXTILE EXECUTIVE REPORT


2016-172015-16KEY ACHIEVEMENTS IN

STRATEGIC DIRECTIONS FOR

• SOLID PERFORMANCE OF AQUARELLE ON BOTH FINANCIAL AND NON-FINANCIAL SCOREBOARDS

Aquarelle’s growth journey continues with excellent performance in Mauritius, Madagascar and in the Indian sub-continent. Besides, its customer satisfaction and operational excellence scores are also high and used as benchmark for sister companies.

• RESTRUCTURING AT FLOREAL KNITWEAR

Two production units have been discontinued (in Madagascar & Mauritius) whilst a state-of-the art fully automated factory was opened in Antsirabe (Madagascar).

• NEW FACTORY FOR TROPIC KNITS GROUP IN INDIA

Tropic Knits continued its globalisation strategy with the opening of a new factory in Coimbatore. Regional operations (Mauritius and Madagascar) have shown good results and improvements.

• VERY GOOD CUSTOMER SATISFACTION ACROSS THE GROUP

The customer satisfaction scoreboard remained high in general

• STRONG OPERATIONAL EXCELLENCE

Operational excellence in manufacturing remained a major strength in all units and divisions.

• PURSUE CIEL TEXTILE GLOBALISATION STRATEGY

The focus will be first, on the Indian sub-continent (India & Bangladesh) where the Group already operates 6 production units, and then on sub-China region where Aquarelle wants to attack the US, Chinese and Japanese markets from.

• ENGINEER AN ‘UPMARKET MOVE’ FOR AQUARELLE’S OPERATIONS IN MAURITIUS AND MADAGASCAR

Development of a non-iron shirt facilities in Madagascar for Aquarelle group in 2017.

• CONSOLIDATION OF OPERATIONS AND COST COMPETITIVENESS IMPROVEMENTS FOR FLOREAL’S REGIONAL OPERATIONS

Significant cost reduction plan in Floreal Knitwear via a major industrial reorganisation, leading to all production being concentrated in two factories in Madagascar and one in Bangladesh.

• FOCUS ON TROPIC KNITS’ NEW OPERATIONS IN INDIA

Investments in operational excellence, sophisticated marketing and customer satisfaction for this new facility before increasing production capacity.

• TALENT MANAGEMENT TO ACCOMPANY CIEL TEXTILE’S DYNAMISM

Jean-Baptiste Doger de Speville will hand-over his responsibilities as head of the Knitwear cluster on 30 March 2017 to Guillaume Dalais, who joined Floreal on 1 July 2016. Guillaume will also keep his responsibility as joint CEO at Tropic Knits group with Bertrand Thevenau.


CIEL Agro and Property is CIEL’s cluster that regroups all the agricultural and property investments and activities of the Group.

EXECUTIVE REPORT

CIEL has gradually diversified in the property sector while remaining a key stakeholder in the agro-industry sector. CIEL Agro & Property includes its 20.96% shareholding in Alteo Limited, a listed company on the Official Market of the Stock Exchange of Mauritius (“SEM”) since 2012.

Also part of the CIEL Agro & Property cluster is Ferney Limited, an important agricultural land-owner (3,000 hectares) situated close to the airport on the South East coast of Mauritius and Ebene Skies Limited, a six level building where CIEL is headquartered.

More about AlteooAlteo is the largest sugar producer in Mauritius and a key player in the region. Its three sugar factories in Mauritius, Tanzania and Kenya process 330,000 tons of sugar annually. In addition, Alteo owns and operates three power plants (two in Mauritius, one in Tanzania) using a mix of bagasse and coal and producing approximately 456 GWh, partly exported to the grid.

Furthermore, Alteo is also the owner and developer of Anahita, a luxury real estate sanctuary located on the East coast of Mauritius, a part of the island where it also owns 15,400 hectares of land (of which 11,250 are used for sugarcane cultivation).

Management Team

CIEL AGRO & PROPERTY

Patrick de L. d’ArifatCEO of Alteo Limited

Jean-Marc RivetGeneral Manager of CIEL Properties



OF OUR PORTFOLIO25%

CIEL Agro & PropertyMain Investments (% ownership)

Alteo Limited20.96 %

Ferney Limited71.06 %

CIEL Properties Limited

100 %

Ebene Skies Limited 100%

OPERATIONS IN 3 COUNTRIES: - MAURITIUS - TANZANIA - KENYA

HECTARES OF LAND LOCATED IN THE SOUTH EAST REGION OF MAURITIUS

3,000 MORE THAN

6,000EMPLOYEES

3 SUGAR FACTORIES

3 POWER PLANTS SQUARE METERS OF OFFICE SPACE

7,800

200 HECTARES OF NATURE RESERVE

KEY PARTNER

TEREOS The world’s 3rd largest sugar group co-investing with us in Africa.



FULL YEAR RESULTS

CIEL Agro and Property Year ended 30 June

2016 MUR’M

2015 MUR’M

Variance MUR’M

Revenue 87 78 9

EBITDA 29 31 (2)

Profit before non-recurring items and tax 59 112 (53)

Increase in fair value of investment properties/ Sale of properties (Ferney) 127 168 (41)



The profit drop reflects the reduced number of plots of land sold by Ferney Limited compared to last year, as well as lower contribution from property activities. Alteo was also impacted by an increase in finance costs linked to the debt contracted for the acquisition of Transmara Sugar Company Limited (“TSCL”).

ALTEO

Geographic and sector-specific results are further detailed below:

• Results for the sugar cluster in Mauritius were better than last year. The adverse effect of a reduction in production due to a lower sucrose and higher operating costs associated with an increased cane tonnage harvested and transported was offset by a higher sugar price and a favourable movement in biological asset fair value.

• Tanzanian sugar operations achieved slightly lower results than the previous year; lower production and sales volumes due to poorer sucrose being partly compensated by a higher average sugar price, increased electricity sales and a favourable movement in biological asset fair value.

• TSCL in Kenya showed encouraging performance in the third and fourth quarters in terms of both production and prices.

• Energy operations benefitted from a higher offtake despite a lower bagasse tariff at Alteo Energy Ltd (AEL) and from the improved results of Consolidated Energy Ltd (CEL) under its new Power Purchase Agreement.

• The results of the property cluster reflect the reduced inventory available for sale after the successful completion of the Amalthea phase in the southern part of Anahita.

Consequently, CIEL’s share of profit from Alteo decreased by MUR 49M to MUR 55M for the year under review.

CIEL AGRO & PROPERTY EXECUTIVE REPORT (CONT’D)




• CONSOLIDATION OF TRANSMARA SUGAR COMPANY LIMITED

Alteo consolidated for the full year its Kenya acquisition which production capacity has been increased during the year.

• HIGHER CRUSHING TARGETS IN KENYA

Alteo achieved higher production in Kenya

• MARKET LAUNCH OF JEAN-MICHEL WILMOTTE SIGNATURE VILLAS AT ANAHITA

Anahita Estates Ltd (part of Alteo) sealed a partnership with renowned architects, namely Jean-Michel Wilmotte and Alistair MacBeth, to develop exclusive villas on the northern parcel of Anahita.

• INTERESTING PROSPECTS WITH RECENT INCREASE IN WORLD SUGAR PRICE ASSOCIATED WITH A SUGAR PRODUCTION DEFICIT

Alteo should benefit from a higher sugar price on the world market for both its exports towards Europe as well as for sugar produced for African markets.

• LAUNCH OF THE ANAHITA HIGH-END NORTHERN PARCELS

Anahita Estates Ltd will start the construction of exclusive villas on the northern part of the estate.

• RE-OPENING OF ANAHITA THE RESORT IN OCTOBER 2016

Completion of a new spa, refurbishment of the restaurants and bar and acquisition of new Amalthea residences to increase its inventory.

• POTENTIAL OPPORTUNITY TO INCREASE ENERGY CAPACITY IN MAURITIUS

On-going discussions with the authorities to conclude a Power Purchase Agreement


CIEL Hotels Resorts is CIEL’s cluster that regroups all the tourism and hospitality activities of the Group. CIEL owns 59.8% of Sun Limited (a company listed on the Official Market of the Stock Exchange of Mauritius) and 50% of Anahita Residence & Villas Ltd.

EXECUTIVE REPORT

Quote from the CEO “Sun Limited is now well advanced in the implementation of its 2014-2019 plan. All of the Group’s resorts will be in full swing for the first time in two years as from December 2016.

Sun Limited continues its focus on reaching excellence in operations across all of its clusters and is confident that it is will progressively return to sustainable profit growth.”

David Anderson, CEO of Sun Limited

Management Team

CIEL HOTELS & RESORTS

David AndersonChief Executive Officer

of Sun Limited

Tommy WongChief Financial Officer

of Sun Limited

Bernard ForsterGroup Director Asset

Management of Sun Limited

Dominique Di DanielGeneral Manager

Anahita Golf & Spa Resort

APPROX.

4,500EMPLOYEES


OF OUR PORTFOLIO34%

Our Assets

4-Star hotels • Ambre

• La Pirogue

5-Star Hotels• Long Beach

• Sugar Beach

• Anahita Golf & Spa Resort

5+ Star Luxury Hotels• Shangri La’s Le

Touessrok Hotel and Spa Resort

• Four Seasons Resort at Anahita

• Kanuhura (Maldives)

2 golf courses• Four Seasons Golf Club

• Ile aux Cerfs Golf Club


5 REPRESENTATIVE OFFICES

3 SALES OFFICES

2 TOUR OPERATORS IN FRANCE AND SOUTH AFRICA

OWNERSHIP OR PRIVILEGED ACCESS TO 3 GOLF COURSES

SUN LIMITED LISTED ON THE STOCK EXCHANGE OF MAURITIUS

MORE THAN

1,500ROOMS

OWNED AND MANAGED PROPERTIES IN THE INDIAN OCEAN

9

5 PRIVATE ISLANDS IN MAURITIUS AND MALDIVES

2 INTERNATIONAL PARTNERS: SHANGRI-LA AND FOUR SEASONS



FULL YEAR RESULTS

CIEL Hotels & Resorts Year ended 30 June

2016 MUR’M

2015 MUR’M

Variance MUR’M

Revenue 4,989 4,214 775

EBITDA 714 658 56

Profit before non-recurring items and tax (41) 153 (194)Closure, marketing launch, restructuring, branding and transaction costs/ fair value on business combination (2015) (534) 340 (874)

Profit after tax (378) 501 (879)

Profit attributable to CIEL shareholders (188) 297 (485)

• CIEL Hotels & Resorts cluster’s revenue increased over the period under review by 18% mainly due to the first time consolidation of the Four Seasons Resort at Anahita in Sun Limited.

• Sun Limited, however, posted losses for the year under review that were mainly due to the closure for renovation of three luxury resorts, namely the Kanuhura in Maldives, the Shangri-La Le Touessrok Resort and Spa and the Four Seasons at Anahita during part or most of the year under review, and the associated costs.

• Sun Limited incurred significantly higher finance costs. The increase in the finance costs is due to the acquisition of a 50% stake in the Four Seasons and a 30% stake in the Ambre Hotel property company, the major renovation projects undertaken at the Shangri-La’s Le Touessrok, Kanuhura Hotel, and the Four Seasons as well as the consolidation of the debt.

• In the coming year, Sun Limited’s renovation and closure costs will progressively decrease, while net finance costs will remain high.

• These factors should however be offset by a renewed sales momentum as the Group’s renovated assets should drive revenue up: all of the Group’s resorts will be in full swing for the first time in two years as from December 2016. Moreover, it is anticipated that Shangri-La’s Le Touessrok will start contributing positively to the overall performance supporting the already high performing Four Seasons Resort at Anahita in our luxury segment. Forward-bookings currently on the books are indicating encouraging room rate growth, thus endorsing the Group’s new rate positioning coming into effect in November 2016 as part of its yield optimisation strategy.

• Sun Limited continues its focus on reaching excellence in operations across all its clusters and is confident that it will progressively return to sustainable profit growth.

CIEL HOTELS & RESORTSEXECUTIVE REPORT (CONT’D)




• RENOVATED ASSET BASE

Sun Limited completed the renovation of two of its luxury resorts, namely the Shangri-La’s Le Touessrok Resort and Spa and the Four Seasons Resort at Anahita. The Kanuhura resort in the Maldives is also being entirely renovated and will be relaunched in December 2016. La Pirogue Resort & Spa underwent a soft renovation this financial year as we celebrated its 40 years anniversary in June 2016.

• BEGINNING OF PARTNERSHIP WITH SHANGRI-LA

The legendary five-star Le Touessrok has been rebranded Shangri-La’s Le Touessrok Resorts and Spa and reopened in November 2015 under Shangri-La’s management after six months of extensive renovation.

• APPOINTMENT OF DAVID ANDERSON AS NEW CHIEF EXECUTIVE OFFICER

David brings a rich experience of nearly twenty years in the hospitality business, managing multi-site operations and a sizeable portfolio of properties for international hotel groups.

• NEW RATE POSITIONING

Working from a completely renovated asset base, Sun Limited is implementing its new rate positioning as from November 2016. It is designed to drive up revenue and at positioning its hotels with the highest Average Daily Rate (ADR) within their competitive set.

• DEBT RESTRUCTURING

A debt restructuring plan is implemented this year aimed at bringing down the average cost of debt, matching debt servicing with future cash flows, and consequently easing pressure on Sun Limited current liabilities.

• REOPENING OF UNIQUE AND ICONIC KANUHURA

This prestigious resort located on a private island in the Maldives will reopen its doors in December 2016 under a new concept that is already getting traction from customers.

• STRATEGIC GOLF AND MICE POSITIONING

Sun Limited is developing additional strategies around additional revenue-enhancing opportunities such as positioning its resorts as golf and Meetings, Incentives, Conferences and Exhibitions (MICE) destinations.


CIEL FINANCE

CIEL owns 75.1% of CIEL Finance Limited, in partnership with Amethis Finance, an investment vehicle dedicated to Africa, with a total investment capacity of USD 530M.

EXECUTIVE REPORT

Quote from the CEO “In a difficult international context, the cluster has been able to deliver improved results, thanks to a good mix of business lines and the teams’ capacity to address challenges in a timely manner.

CIEL Finance has also reinforced its capacity in digital banking, risks management and its ability to manage complex projects or implement innovations.

Investments in management capacity and in technology will be maintained as we enter 2016-2017, and should allow the cluster to further develop its revenues and profit over the next years, while benefitting from increased synergies.”

Marc-Emmanuel Vives, CEO of CIEL Finance

Management Team

CIEL FINANCE

Marc-Emmanuel vivesCEO of CIEL Finance

Ravneet ChowdhuryCEO of Bank One

Thierry HugninManaging Partner of Kibo Capital Partners

Alexandre MeyCEO of BNI Madagascar

Stephane HenryCEO of IPRO

Robert HovenierCEO of MITCO


COUNTRIES OF ACTIVITIES

PERMANENT OFFICES

• BOTSWANA

• KENYA

• MADAGASCAR

• MAURITIUS

• SOUTH AFRICA

INVESTMENTS

• MADAGASCAR

• TANZANIA

• ZAMBIA BNI

BANK ONE

MITCO

12%

41%

IPRO

1%KIBO

14%

32%

30 June2016

INVESTMENT PORTFOLIO

OF OUR PORTFOLIO16%

BANKING ASSET MANAGEMENT

PRIVATE EQUITY

BANK ONE 50%

BNI MADAGASCAR 31.8%

MITCO 59.46%

FIDUCIARY SERVICES AND

COMPANIES / FUNDS

ADMINISTRATION KIBO CAPITAL PARTNERS

50%

KIBO FUNDS 39.67%

IPRO 95.5%

CIEL Finance Main Investments (% ownership)


WORKFORCE OVER

INTERNATIONAL PARTNERS AMETHIS FINANCE, FRANCE I&M BANK, KENYA AXIAN, MADAGASCAR

1,200CIEL Limited - Annual Report 2016 43


FULL YEAR RESULTS

CIEL Finance Year ended 30 June

2016 MUR’M

2015 MUR’M

Variance MUR’M

Revenue 1,932 1,929 3

EBITDA 791 899 (108)

Profit before non-recurring item and tax 827 885 (58)

Increase in fair value of investment properties (BNI) 137 - 137

Profit after tax 792 727 65

Profit attributable to CIEL shareholders 315 296 19

• CIEL Finance cluster showed an overall good performance for the financial year under review with its banking activities as the main growth engine. However, its profitability was impacted by adverse exchange rate fluctuations in Madagascar, thus reducing BNI Madagascar’s contribution.

• Bank One performed better than last year with treasury and e-commerce activities posting improved contributions and expenses being well contained.

• BNI Madagascar also showed improved results in local currency thanks in particular to dynamic commercial activities and a well contained cost of risk. The liberalisation of the foreign exchange (FX) market in September 2015, combined with stronger FX controls, has however had a negative impact on the FX gains.

• MITCO’s performance is slightly better than last year given a challenging environment for the sector (uncertainty around the revised Double Taxation Avoidance Agreements (DTAA) with India, as well as the anticipated evolution of Common Reporting Standards and Base Erosion and Profit Shifting (BEPS) mechanism).

CIEL FINANCEEXECUTIVE REPORT (CONT’D)




• STRENGTHENING OF SHAREHOLDER BASE

Second injection of capital from Amethis Finance in CIEL Finance (“CFL”) in August 2015, bringing their stake to 24.9%.

• CIEL FINANCE RECOGNISED AS “PARTENAIRE FINANCIER DE REFERENCE” IN MADAGASCAR

CIEL Finance has been recognised by the banking regulator in Madagascar as “key financial partner” (“partenaire financier de référence”) for BNI Madagascar, in compliance with local regulations.

• NEW ACQUISITIONS

CFL has acquired the remaining 30% held by CIEL in IOFHL (the company holding the investment in BNI) in September 2015. CFL now holds 58.43% in IOFHL (which in turns holds 51% of BNI’s capital) and 2% directly in BNI, amounting to a total effective stake of 31.8% in BNI Madagascar.

• TALENT ACQUISITION TO CONSOLIDATE TOP MANAGEMENT TEAM

2015-2016 has seen a strengthening of the management team of the companies within the CIEL Finance cluster to ensure they are better equipped to achieve their respective strategic plans.

• MAXIMISING THE VALUE OF EXISTING INVESTMENTS

CIEL Finance will be concentrating on the maximisation of the value of its existing investments, by focusing on the improvement by its affiliates of their market position, revenue generation and profitability.

• REINFORCING SYNERGIES WITHIN PORTFOLIO OF COMPANIES AND WITH ITS PARTNERS

CIEL Finance will be looking at increasing synergies among its portfolio of companies, as well as with its strategic partners, to better serve its clients through a complimentary range of products and services, reduce time-to-market and build on scale to generate savings.

• STRENGTHENING OPERATIONAL EXCELLENCE

CIEL Finance is strengthening its operations through the implementation of new tools and processes as well as with the sharing of best practices within its portfolio of companies.

• DEVELOPING MOBILE FINANCIAL SERVICES IN MADAGASCAR

BNI, in cooperation with CIEL Finance’s local partner, will be shortly launching advanced mobile financial services in Madagascar. The objective is for the traditionally unbanked population to have access to financial services from mobile phones.

• INCREASED FOCUS ON MANAGING RISKS

CIEL Finance will improve its risk management framework to ensure continued adherence to the highest international standards.


CIEL Healthcare Limited (“CHL”) is a Mauritian registered private limited company, with its prime objective to own, operate and manage assets in the healthcare sector in Mauritius and across Sub-Saharan Africa.

EXECUTIVE’S REPORT

Quote from the Managing Director “The past financial year has seen CIEL Healthcare (“CHL”) reinforcing its strategic presence in the Indian Ocean region, East Africa and West Africa, with the recent acquisition in Nigeria. This growth story was made possible through partnering with world-class organisations bringing both capital and expertise. Going forward the focus is on consolidating our investments by strengthening operational excellence across CHL’s portfolio.”

Alex Alexander, Managing Director of CIEL Healthcare Africa

Management Team

CHL’s Portfolio as at date

CIEL HEALTHCARE

Alex AlexanderManaging Director of

CIEL Healthcare Africa

Unnati NegiChief Operating Officer of

Fortis Clinique Darné

Noëlle GourrègeManaging Director of

Laboratoire International de Bio Analyse (LIBA)

The Medical and Surgical Centre Limited (“MSCL”), which owns “Fortis Clinique Darné”, premier private hospital in Mauritius; MSCL has expanded its operations locally and since early 2014 also operates a satellite centre in the north of the Island.

International Medical Group (“IMG”), the leading provider of private healthcare services in Uganda.

Hygeia Nigeria Limited (“HNL”), is Nigeria’s leading private healthcare company.

Laboratoire International de Bio Analyses Ltée (“LIBA”), which offers high quality analysis services in the field of health security and environment.

CIEL Healthcare Africa Limited (“CHA”), is the management company for all existing/ potential (but not restricted to) CHL healthcare assets in Sub-Saharan Africa, in association with Fortis Healthcare.


UGANDA1 Hospital13 Clinics

3 Site Clinics1 HMO

OF OUR PORTFOLIO7%

CIEL HEALTHCARE LIMITED

The Medical and Surgical

Centre Limited

58.60%

International Medical Group

Limited

90.10%

Hygeia NigeriaLimited

22.81%

Laboratoire International de Bio Analyse

Limitée35%

CIEL Healthcare

Africa Limited

100%

NIGERIA2 Hospitals

3 Clinics8 Site Clinics

1 HMOMAURITIUS1 Hospital1 Clinic1 Laboratory

300 OPERATIONAL BEDS AND 150 ADDITIONAL BEDDED CAPACTICY

MEDICAL AND PARAMEDICAL SERVIES ACROSS 25 SPECIALITIES

INTERNATIONAL PRESENCE IN 3 COUNTRIES


2 HMOS PROVIDING MEDICAL SCHEMES COVERING

325,000LIVES

4 HOSPITALS 28 CLINICS 1 ACCREDITED TESTING LABORATORY

MORE THAN

1,800EMPLOYEES



FULL YEAR RESULTS

CIEL Healthcare Year ended 30 June

2016 MUR’M

2015 MUR’M

Variance MUR’M

Revenue 1,224 289 935

EBITDA 174 27 147

Profit before non-recurring item and tax 84 22 62

Fair value gain on business combination (MSCL) - 67 67



• CIEL Healthcare cluster’s results cannot be compared with last year’s as the current year consolidates The Medical and Surgical Centre Ltd (“MSCL”) for the full year and International Medical Group (“IMG”, Uganda) for the first time, both as subsidiaries from March 2015 and June 2015 respectively. In addition, Hygeia Nigeria Limited was accounted for as an associate from January 2016.

• In Mauritius, MSCL has performed better than last year with Fortis Clinique Darné operating at peak occupancy levels and recording approximately 20% growth in revenue compared to prior year. The favourable local competitive landscape, resources optimisation, the introduction of new clinical specialties and the management of more complex surgical cases have all contributed to MSCL’s good performance.

• In Uganda, a new management was appointed in the fourth quarter which started implementing several programs to improve IMG’s operations and performance. These measures are expected to bear fruit in this current financial year. In the meantime, the depreciation of the local currency as well as challenges faced by IMG’s Health Membership Organisation, medical insurance business, weighted on IMG’s results.

• In the second quarter of the year under review, CIEL Healthcare acquired a 22.81% stake in Hygeia Nigeria while taking management control of the operations. CHL has been investing since on improving operational efficiency. However, Hygeia’s results have been negatively impacted by the slowdown of the Nigerian economy and the severe depreciation of its local currency (Naira).

CIEL HEALTHCAREEXECUTIVE REPORT (CONT’D)




• CONSOLIDATION OF LEADERSHIP POSITION IN MAURITIUS

Good performance from Fortis Clinique Darné supported by the introduction of new specialties (neonatal services, thoracic vascular surgeries and urodynamic) and a very high occupancy rate throughout the year.

• INVESTMENTS IN GROWING MARKETS THROUGH A MODEL OF CLINICS AND HEALTH INSURANCE BUSINESS

CIEL Healthcare consolidated for the year IMG in Uganda and, along with a consortium of investors, bought a stake in Hygeia Nigeria Limited, the leading private healthcare provider in Nigeria.

• BROADENING OF SHAREHOLDER BASE

To finance its international growth, CIEL Healthcare has brought world-class capitalistic partners on board, namely:

• International Finance Corporation, Member of the World Bank

• Proparco, the private sector financing arm of Agence Française de Développement (AFD)

• The Investment Fund for Health in Africa, IFHA-II, a private equity fund dedicated to investing in private healthcare companies in Sub-Saharan Africa

• Kibo Fund LLC II, a private equity fund investing in East Africa

• STRENGTHENING OPERATIONAL EXCELLENCE ACROSS ALL INVESTMENTS

CIEL Healthcare is focused on nurturing further operational excellence within its investments through the use of standard tools and processes.

• ACQUIRING TALENT TO STRENGTHEN TOP MANAGEMENT

CIEL Healthcare will continue to bring in top talent to reinforce the management of its network of healthcare facilities, in particular in Uganda and Nigeria.

• INTRODUCTION OF NEW SPECIALTIES IN MAURITIUS

CIEL Healthcare in partnership with Fortis Healthcare will continue to introduce new specialties in Mauritius such as bariatric, wound ware or sleep lab services.

• FURTHER CLUSTER-WIDE IMPLEMENTATION OF PATIENT-CENTRIC INITIATIVES

Putting patients at the center of its operations, CIEL Healthcare will further enhance patient-centric initiatives to improve access to and quality of healthcare services provided.

• IMPLEMENTATION OF A PERFORMANCE OPTIMISATION PLAN FOR HYGEIA

CIEL Healthcare is implementing a performance optimisation plan that is designed to manage the impact of Nigeria’s local currency (Naira) depreciation and challenging macro-environment.


CIEL GOING FORWARD

The first phase of our strategy which was focussed on building-up and strengthening of our investment portfolio is now completed.

This year is therefore going to be primarily dedicated to maximising the value of our existing investments by improving on their financial performance and return, while remaining alert to any investment opportunities.

At CIEL, we are committed to long-term value creation for our stakeholders. Enhanced value will be achieved through an effective and efficient management of our resources and in line with our core principles of accountability, pioneer spirit and entrepreneurship.

The world today is fast evolving and we need to remain vigilant and cautious at all times. Many challenges of various nature (macro-economic, financial) are lying ahead.

However, our company is strategically well positioned and we will ensure that robust financial management and operational excellence are the focus of each of our entities to ensure an adequate growth in profitability.

We do firmly believe in CIEL’s strong potential.

CIEL’s Executive Team

30 September 2016


MANAGEMENTRISK

HOW WE MANAGEOUR RISKS

CIEL’S RISK PROFILE CIEL evaluates risks at the macro, strategic and operational levels, and from a three-dimensional perspective that includes customers, industries and geographies.

Macro Level Risks likely to affect CIEL’s growth opportunities

Strategic LevelRisks that may affect the validity of CIEL’s strategy in the pursuit of growth opportunities

Operating Level Risks that might affect key operations of CIEL in its strategy execution

CIEL operates in a risk environment of globally growing uncertainty which requires a strong risk management culture. To identify, assess, and mitigate potential risks, CIEL works towards an effective risk framework based on five distinct lines of defense: Board, Group Leadership, Business Clusters, Corporate Risk Management and Internal Audit. Through the development and implementation of risk policies, guidelines and review mechanisms, CIEL adequately ensures the strategic management of its risk profile.

STRATEGIC LEVEL

MACRO LEVEL

OPERATING LEVEL

STRATEGIC RISK

FINANCIAL RISK

OPERATIONAL RISK

COMPLIANCE RISK

TECHNOLOGY RISK


RISK ASSESSMENT CIEL has identified its top ten risks based on likelihood, velocity and potential impact of each risk.

TOP 10 RISKSOVERALL RANK RISK FACTORS

1 Competitive & Market Pressure

2 Volatility in Global financial markets

3 Cyber Security

4 Geopolitical conditions

5 Talent Attraction & Retention

6 Reputation Brand Value

7 Disruptive Technologies

8 Changes in Global Trade

9 Shift in Consumer Preference

10 Legal & Regulatory Environment

RISK ASSESSMENT HEAT MAP

Impact High

High

Low

Lik

eli

ho

od

Competitive & Market Pressure

Cyber Security

Volatility in Financial Markets

Disruptive Technologies

Geopolitical Conditions

Shifts in Customer Preference

Talent Attraction & Retention

Legal & Regulatory Environment Reputation/Brand Value

Changes in Global Trade

2

3

7

5

9

1

4

610

8

TOP 10 RISKS - LIKELIHOOD, IMPACT & VELOCITY


HOW WE MANAGE OUR RISKS (CONT’D)

RISK MANAGEMEMT & MITIGATION ACTION PLAN Each risk is thoroughly and regularly assessed to implement preventive, detective or corrective measures as required.

Risk Factors Planned Measures

1 Competitive & Market Pressure Diversify our markets by identifying growth segments & opportunities from emerging markets, increase product and service differentiation and address cost inefficiencies

2 Volatility in Global financial markets Manage our risk exposure in line with our risk appetite and financial performance targets and hedge our exposures accordingly and deploy adequate hedging policies

3 Cyber Security Enhance our information security by assessing our information security technology and implement newer technologies to mitigate and monitor cyber security risks

4 Geopolitical Conditions Increase our agility to anticipate and react to changes in the geopolitical environment through the development of ad-hoc resiliency, recovery and contingency planning,

5 Talent Attraction & Retention Develop a talent management and succession planning structure to attract, inspire, motivate, manage, develop, retain and reward people and ensure long-term performance

6 Reputation Brand Value Maintain & improve our crisis management plan to manage reputational risk in collaboration with Group corporate communications

7 Disruptive Technologies Set up a technology innovation & intelligence team to focus and monitor on the development of new technologies that can impact our operations in the medium to long-term

8 Changes in Global Trade Diversify our markets, manage price competition and defend our customer base with compelling value proposition

9 Shift in Consumer Preference Review our consumer strategy through market intelligence to identify market requirement with constant creativity and innovation in products and services

10 Legal & Regulatory Environment Set up a regulatory intelligence and reporting system to monitor compliance with all applicable legal & regulatory requirements


2016-17 ENTERPRISE RISK MANAGEMENT INITIATIVESCIEL has launched an Enterprise Risk Management (“ERM”) initiative which aims at successfully implementing ERM within the Group. Key focus areas include:

1. Setting - up of a Group risk management function

2. Developing and approving the Group’s risk management policy

3. Developing and approving the Group’s ERM Framework including Information Technologies (“IT”), Governance, Risk & Compliance (“GRC”) Framework

4. Finalising the Group’s Code of Ethics

5. Developing a compliance management program for the Group


SUSTAINABILITY JOURNEYOUR CORPORATE SUSTAINABILITY FRAMEWORK

Sustainability is the pulse of our society and of our Group. It needs to beat in every community, in every company, in every family and in every individual. It should run through our blood to inform every decision we take.P. Arnaud Dalais Chairman of CIEL Limited

VisionTo be the leader of sustainable development in our world

MissionWe create and nurture lasting value for our stakeholders and country through transparent, ethical and responsible business management

CommitmentsCIEL Limited has committed to go beyond what is required by law and implement Good International Industry Practices (“GIIP”) as well as best sustainable practices.

• Good International Industry Practices

Alignment with International Finance Corporation (“IFC”) Performance Standards, including all applicable IFC Guidelines, is set to be the minimum requirement across all our operations by 2020.

• Best Sustainable Practices

CIEL is committed to implement the best sustainable practices across our value chain as a continuous improvement process

Best Sustainable

Pratices

Good International Industry Practices

Compliance with National and International Laws and Regulations

THE CIEL CORPORATE SUSTAINABILITY POLICY


Focus Areas We have identified five pillars, which represents the guiding principles of our Sustainability Journey.

Action PlanCIEL Limited follows a five year roadmap outlining five specific goals and associated actions.

Our decentralisation culture implies that each cluster and operational units are encouraged to implement a Sustainability Committee in order to use sustainability as a management practice. As at date 50% of the committees have been set up and we are confident the CIEL Sustainability Governance Structure will be fully implemented by the end of the next financial year.

Consequently, each entity within CIEL Group is responsible and accountable for embedding the GIIP within their operations while CIEL Limited establishes a management system to guide each entity, facilitates the sharing of best practices and monitors progress.

Use sustainability as a management practice

Embed sustainability in CIEL’s culture

Nurture CIEL’s people

Create lasting value for our stakeholders

Promote the sustainable development of Mauritius

1

2

3

4

5

Business Ethics Labour PracticesEnvironmental Responsibility

Stakeholders Engagement

Sustainable Design, Planning &

Procurement

OUR SUSTAINABILITY PILLARS


SUSTAINABLE INITIATIVES FOR 2015-16

CIEL Sustainability ForumIn order to better understand what sustainability means at CIEL and foster a sustainable culture within our operations, CIEL organised its first Sustainability Forum in June 2016 with the participation of over 125 executives from our five clusters.

Through interactive panel discussions, we have been able to share our best practices and understand the common goals and objectives despite operating in different sectors and regions.

Fondation CIEL Nouveau Regard (“FCNR”)CIEL has continuously endeavoured to contribute to the welfare of the communities in which the Group conducts business. It manages this commitment through FCNR as well as via its various business units.

FCNR is accredited as a Special Purpose Vehicle by the National Corporate Social Responsibility (“CSR”) Committee. The organisation has been authorised to receive CSR tax contributions from CIEL’s subsidiaries and associates since February 2010.

12 YEARS OF ACTIVE SOCIAL ENGAGEMENT

FOR 2015-16 TOTAL CSR TAX OF MUR 5,852,305 RECEIVED FROM SUBSIDIARIES

NUMBER OF DIRECT BENEFICIARIES: +/- 2,000

NUMBER OF INDIRECT BENEFICIARIES +/- 4,000

AMOUNT SPENT IN SOCIAL PROJECTS: MUR 6,182,729

MUR 78M INVESTED SINCE 2005

OTHER NGOS

MUR 1,748K

SWD

MUR 1,100K

OTHER

MUR 325K ACTOGETHER

MUR 985K

LKL SOLITUDE

MUR 1,229K

ANFEN

MUR 620K

LKL OLIVIA

MUR 175K

Distribution of funds to

NGOs


FCNR Main Projects Supported in 2015-16

Adolescent Non Formal Education Network (“ANFEN”) ANFEN is a network that manages 16 centers

welcoming nearly 1,000 adolescents with learning difficulties. The program also caters for social

workers who link the families and the schools as part of the psychosocial support of the children. FCNR

funds the salaries of these eight social workers for MUR 620,000 per year.

Society for the Welfare of the Deaf (“SWD”) In 2010, FCNR and the Society for the Welfare of

the Deaf opened the first class of Form I for hearing impaired children. As at end 2015, 70 students had

passed and almost 80% professionally active. In 2016, 27 students enrolled.

FCNR invested MUR 5.5M in this project.

Lakaz Lespwar Solitude (“LKL Solitude”) Since its inception in 2010, this community development project managed in partnership with Caritas has accompanied some 600 families to help them evade the cycle of poverty. 100 families are currently benefiting from their support. FCNR invested MUR 9.7M in this project

Lakaz Lespwar Olivia (“LKL Olivia”) Building on the success of Lakaz Lespwar Solitude, FCNR launched the same concept at Olivia in 2015 and financed the installation of the centre with Alteo Group. 100 children regularly come for activities and work with parents has started.

ACTogether.muACTtogether.mu is a communication platform funded and managed by FCNR for NGOs in Mauritius and Rodrigues. After 9 years of operation, ACTtogether.mu is considered as the reference web platform for social professionals with 127 NGOs registered on the website, 4,000 subscribers for its monthly newsletter and 30,000 users.

In parallel, the site brings together NGOs around federating events such as “Le Marché de Noël Solidaire” and Career Fairs.


CIEL’S SUSTAINABILITY JOURNEY

ENVIRONMENTAt CIEL, we consider resource conservation, pollution prevention and promoting biodiversity as part of our business decision making process.

We encourage and provide support to our stakeholders within CIEL companies to adopt environmentally conscious practices in their operations and activities. Consequently, monitoring systems have been introduced at the level of individual companies to better manage water and energy consumption as well as waste and effluent.

La Vallée de Ferney Conservation Trust CIEL has an ongoing commitment to support the protection of the unique biodiversity of the Ferney Valley, an area of privately owned land in the Bambous Mountains that is among the largest and most important reserves of native wildlife in Mauritius.

In January 2013, the Vallée de Ferney Conservation Trust and the Mauritian Wildlife Foundation signed a Memorandum of Understanding to further develop the conservation management of the valley and of its endemic species. In 2014, a three-year project was initiated to “Optimise the Ferney Valley into a Mauritian biodiversity conservation and awareness hotspot”, in partnership with the Ministry of Agro-Industry and Food Security and the GEF Small Grants Programme UNDP. The project consists of 4 main aspects, namely:

• Forest conservation

• Propagation of native plants

• Rare plant search

• Native bird reintroduction

As part of the efforts to reintroduce native birds, aviaries for the accommodation of echo parakeet and pink pigeons have been built.

2015-162014-15

56

,775

m2

Maintenance weeding

18,7

00

m2

2015-162014-1575

,32

5 m

2Total weeding area

51,

20

0 m

2

2015-162014-15

10,2

41

Native plants planted

5,1

96


CULTURE & SPORTSIn our endeavour to promote the sustainable development of Mauritius, CIEL significantly contributes to the promotion of culture and sports at national level by supporting various events, performances and sports clubs. For financial year 2015-16, these include:

Culture

• The 2015 Festival Ile Courts - Short film festival

• PorLwi By Light Festival

• Immedia Shows

• Incognito Concert

• Book on the tercentenary of French presence in Mauritius

Sports

• The Trust Fund for Excellence in Sports - Triathlon

• The 2016 African Triathlon Union Sprint Triathlon Cup

• National Triathlon Championship 2016

• The Rugby World Club 10s

• The Curepipe Starlight Sports Club

Ferney Trail 2015First launched in 2008, this yearly trail organised by CIEL has become one of the largest sports event in Mauritius with 2500 participants in 2015.

For CIEL, the Ferney Trail is an opportunity to share our values and contribute to the well-being of our people. As such, we view the Ferney Trail as a platform to promote the practice of sports activities and strengthen relationships with family, friends and colleagues, while enjoying the unique green scenery and healthy environment of La Vallée de Ferney Conservation Trust

As part of our social engagement, the Ferney Trail 2015 partnered with ACTogether.mu, La Vallée de Ferney Conservation Trust and the Muscular Dystrophy Association to create awareness and raise funds for their respective projects. MUR 200,000 was remitted to the two partners mentioned above.

SUSTAINABLE INITIATIVES FROM OUR SUBSIDIARIESAs part of our programme to advocate a sustainable way of doing business, it is vital to highlight the cross-cutting benefits of having good practices and strengthen the perception of sustainability as a value-adding process for our investors, customers, employees, local communities and the environment.

We thank all our investee companies for their engagement towards CIEL’s Sustainability Journey. All these initiatives contribute strongly to the materialisation of our vision and mission.

We will soon be publishing an information booklet compiling all our investees’ sustainability initiatives for FY 2015-16 on our website (www.cielgroup.com).

ECHO PARAKEETS HAVE BEEN RELEASED IN TWO BATCHES

ECHO PARAKEETS CURRENTLY LIVE IN THE FERNEY VALLEY

43

10


SECTION 75(3) OF THE FINANCIAL REPORTING ACT

Name: CIEL Limited (“the Public Interest Entity - PIE”)

Reporting Period: Year ended 30 June 2016

We, the Directors of CIEL Limited, confirm to the best of our knowledge that the PIE has not complied with the following sections of the Code. Reasons for non-compliance are listed below:

Section not complied with Reasons for non-compliance

2.5.5 – Role and Function of the Chairman Although the role of the Chairman of the Board is assumed by an executive, namely, P. Arnaud Dalais, two Executive Directors report directly to him and to the Board, giving therefore sufficient segregation of power between the Chairman and the management. Moreover, the Board has appointed a Strategic & Advisory Committee which is chaired by a Non-Executive Director. The Chairman has the primary responsibility for running the Board and ensuring that the corporate strategy and the related execution are aligned together with operational efficiencies.

2.8 – Remuneration of Directors The remuneration paid to each Director has not been disclosed on an individual basis due to the market sensitivity of such information.

P. Arnaud Dalais Catherine McIlraithChairman Director

30 September 2016

STATEMENT OF COMPLIANCE


Acronyms used:

CIEL Limited CIEL/the Company

Stock Exchange of Mauritius Ltd SEM

Financial Services Commission FSC

The Board of Directors of CIEL Limited the Board

Code of Corporate Governance for Mauritius the Code

The Companies Act 2001 the Act

CIEL and subsidiaries the Group

We are pleased to present the Corporate Governance Report of CIEL for the financial year ended 30 June 2016.

This report describes the main corporate governance framework and compliance of CIEL with disclosures required under the Code. Reasons for non-compliance have been provided, where applicable.

COMPLIANCE

The Board of CIEL is committed to further enhance the governance standards, monitor and ensure compliance with relevant laws and regulations, and cultivate a thriving ethical culture in the different geographies in which the Group operates. It also aims to maintain a high standard of reporting and disclosure, keeping in mind the best interests of all stakeholders, and disclosing what is relevant and critical to the sustainability of the Group.

In line with its commitments, the Group continues to enhance and align policies, systems and processes to embed sound corporate governance principles and ethical standards. Guided by these principles and standards, Directors and management across the Group are required to ensure that the businesses are managed in a responsible manner with integrity, fairness, transparency and accountability in the best interests of all stakeholders. This has brought about the establishment of key committees, namely the Audit & Risk Committee, Corporate Sustainability Committee, Strategic & Advisory Committee and Corporate Governance, Nomination & Remuneration Committee.

2016 CORPORATE GOVERNANCE REPORT


2016 CORPORATE GOVERNANCE REPORT(CONT’D)

BOARD OF DIRECTORS

• Composition of the Board and Focus Areas during 2016

Members of the Board Focus Areas during the 2016 Financial Year

Executive Chairman• P. Arnaud Dalais

Executive Directors• Jean-Pierre Dalais

• L. J. Jérôme De Chasteauneuf

Non-Executive Directors• Sébastien Coquard

• Antoine Delaporte

• Norbert Dentressangle

• G. Christian Dalais

• R. Thierry Dalais

• Roger Espitalier-Noël

• M. A. Louis Guimbeau

• Marc Ladreit de Lacharrière

• J. Harold Mayer

• Xavier Thiéblin

Non-Executive Independent Directors• Pierre Danon

• Catherine McIlraith

Alternate Directors• Vincent Ménez (Alternate to Norbert

Dentressangle)

• Cindy Daniel (Alternate to Sébastien Coquard up to 29 July 2016)

• Gilles G. C. Pélisson (Alternate to Marc Ladreit de Lacharrière up to 15 February 2016)

• Jacques Toupas (Alternate to Marc Ladreit de Lacharrière since 15 February 2016)

Throughout the year under review, the Board considered and approved the following items:

• The reports from the Chairmen of Board Committees with respect to matters debated at these committee meetings;

• Annual financial statements as at 30 June 2015 and their relevant abridged audited financial statements;

• The Annual Report for 2015;

• The unaudited quarterly results as at 30 September 2015, 31 December 2015 and 31 March 2016 and their abridged versions for publication;

• The review of performance on a quarterly basis, with an analytical review of each cluster forming part of the Group – detailed investment reports are prepared for the Board;

• The declaration of interim and final dividends for the 2016 financial year;

• The revised forecasts for the 2016 financial year; and

• The budget for the 2017 financial year.


• Role of the BoardThe Directors are diverse in their academic qualifications, industry knowledge and experience. This diversity enables them to provide the Board with the relevant judgement to work effectively when conducting and determining the business affairs of the Company.

The Board is ultimately mainly responsible for:

• the full and effective control of the Group;

• the adoption of strategic plans and the monitoring of operational performance;

• making sensible and informed business decisions and recommendations; and

• upholding the highest ethical standards of integrity in all its decisions and business dealings.

Although the role of the Chairman is assumed by an Executive, two Executive Directors report directly to him and to the Board, giving therefore sufficient segregation of power between the Chairman and the management. Moreover, the Board has set up a Strategic & Advisory Committee which is being chaired by a Non-Executive Director.

The Chairman is responsible for the leadership of the Board, which involves exercising sound judgement based on knowledge and experience. The Chairman also builds the capabilities of other Directors by understanding the Board’s strengths and weaknesses and aligning them with tasks and goals to optimise performance. The Chairman facilitates the deliberation of issues, ensuring that strategic decisions are aligned with the Company’s defined vision, values and objectives. With his experience and strong knowledge of the Company, P. Arnaud Dalais is in an excellent position to oversee the affairs of the Company while ensuring that value is being created for all stakeholders.

The Executive Directors are responsible for the operations of the Group and for the development of strategic plans while the Non-Executive Directors bring a wide range of experience to the Group and are considered by the Board to be independent of management and free from any business or other relationship which could materially interfere with the exercise of their independent judgement.

Independent Directors are free from any business or other relationship which could materially interfere with the exercise of their independent judgement. They play the crucial role of bringing objectivity to the decisions made by the Board.

BOARD COMMITTEES

Board committees facilitate the discharge of Board responsibilities by focusing on specific, specialised areas. Each committee operates under an approved terms of reference which set out its role, responsibilities, scope of authority and composition.

The Board committees are made up mostly of independent and non-executive Directors and play a key role in supporting the Board. The Chairmen of the respective Board Committees report systematically on the proceedings of the committees at Board meetings.

The Company Secretary acts as secretary to these Board Committees.

The Board is satisfied that the board committees, set out in detail below, are appropriately structured and competent to deal with both the Company’s existing and emerging issues, and that they have effectively discharged their responsibilities during the year under review.



Strategic & Advisory Committee (“SAC”)

• Composition of the SAC and Focus Areas during 2016 Financial Year

Members of the SAC Focus Areas during the 2016 Financial Year

• R. Thierry Dalais, Chairman

• Sébastien Coquard

• P. Arnaud Dalais

• Jean-Pierre Dalais

• L. J. Jérôme De Chasteauneuf

• Antoine Delaporte

• Tom Rostand

• Gilles G. C. Pélisson, up to 15 February 2016

The committee has, amongst others:

• analysed an investment opportunity in Hygeia Nigeria (a private healthcare facility in Nigeria) and recommended same to the Board for approval;

• recommended to the Board the opening of the share capital of CIEL Healthcare Limited to IFC, Proparco, The Kibo Fund II and IFHA II;

• performed an in-depth review of the operations of Alteo Limited in the presence of its CEO;

• performed an in-depth review of the operations of Sun Limited in the presence of its CEO with a special focus of the 5-year business plan, the estimates as at 30 June 2016, the 2017 budget and the refinancing plan;

• suggested to the Board amendments to the Terms of Reference of its committee to be in line with the management system being put in place by the Corporate Sustainability Committee of CIEL;

• performed an in-depth review of the operations of CIEL Finance Limited in the presence of its CEO; and

• reviewed the Group’s estimates as at 30 June 2016 and budget for the financial year ending 30 June 2017.

• Role of the SACThe SAC has been established by the Board to share with the management the key objectives for the enterprise and its investment and development strategies that reasonably meet these objectives. The role of the SAC is mainly to recommend to the Board on strategies to be adopted and to reflect on investments/divestments prior to making recommendations to the Board.

This committee also seeks to: • Ensure that effective and regular access exists for

the debate of the Group’s investment strategy options and changes thereto. The committee sees to a rigorous analysis and the application of relevant criteria/features in asset allocation and investment selection.

• Ensure regular review and analysis of the Group’s current asset allocation and the investment performance implied in its holdings.

• Understand the ranking of investment and divestment choices available to the Group.

• Understand and match the Group’s investment strategy options with its financing and treasury strategies.

• Be a forum to debate deal flow opportunities.

The SAC develops and evolves an analysis and reporting format to cover above items. It has implemented a Corporate Strategy Framework which enables the committee drive the corporate strategy process and has the necessary relevant information to discuss questions on behalf of the organisation as a whole and to propose solutions the business units would be unlikely to arrive at independently. The framework helps the SAC take purposeful decisions that enhance the Company’s overall long-term value and strategic coherence.


Audit & Risk Committee

• Composition of the Audit & Risk Committee and Focus Areas during 2016 Financial Year

Members of the Audit & Risk Committee Focus Areas during the 2016 Financial Year

• Catherine McIlraith, Chairperson

• Pierre Danon

• M. A. Louis Guimbeau

The Audit & Risk Committee has, amongst others:

• reviewed and recommended to the Board for approval the 2015 audited annual financial statements and the relevant abridged consolidated results for publication;

• examined the management letter submitted by the external auditors and followed-up on their recommendations;

• reviewed and recommended, to the Board, for approval, the unaudited quarterly financial statements for the periods ended 30 September 2015, 31 December 2015 and 31 March 2016 and their relevant abridged consolidated results for publication;

• examined the reports from the internal auditors on the defects detected in the internal control systems arising from fieldworks performed by them and ensured that the recommendations were implemented (please refer to the section Internal Audit); and

• recommended to the Board for approval the renewal of the Group Directors’ and Officers’ Liability Insurance Cover.

The Chairman of the Board and the Executive Directors are invited to attend meetings of the Audit & Risk Committee as well as the external and internal auditors, as and when necessary.

The Board has satisfied itself that at least one member of the Audit & Risk Committee has recent and relevant financial experience and is confident that the collective experience of the members enables them to act as an effective Audit & Risk Committee.

The committee relies on the expertise and knowledge of the management, the internal and the external auditors in carrying out its oversight responsibilities and may seek further professional advice at the Company’s expense, if required.

• Role of the Audit & Risk CommitteeThe Audit & Risk Committee has been established by the Board under defined terms of reference with the following core responsibilities:

• Monitor the integrity of the financial statements of the Company and the Group and any formal announcements relating to the Company’s financial performance, before submission to the Board;

• Review the Company’s internal controls including the systems established to identify, assess, manage and monitor risks, and receive reports from management on the effectiveness of the systems they have established and the conclusions of any testing carried out by internal and external auditors;

• Review the effectiveness of the Company’s internal control and risk management systems;

• Oversee the process for selecting the external auditor, assess the continuing independence of the external auditor and approve the audit fees; and

• Monitor and supervise the effective function of the internal audit.



Corporate Governance, Nomination & Remuneration Committee

• Composition of the Corporate Governance, Nomination & Remuneration Committee and Focus Areas during 2016 Financial Year

Members of the Corporate Governance, Nomination & Remuneration Committee

Focus Areas during the 2016 Financial Year

• Antoine Delaporte, Chairman

• R. Thierry Dalais

• Xavier Thiéblin

The Corporate Governance, Nomination & Remuneration Committee has, amongst others:

• monitored the Board evaluation process which was performed by an external consultant, BDO Financial Services;

• recommended the nomination of CIEL nominees on the investee companies;

• determined the Executives’ bonuses; and

• reviewed the 2015 corporate governance report prior to recommending same for the approval of the Board.

• Role of the Corporate Governance, Nomination & Remuneration CommitteeSet-up by the Board under approved terms of reference, the Corporate Governance, Nomination & Remuneration Committee, makes recommendations to the Board on:

• corporate governance provisions to be adopted so that the Board remains effective and complies with prevailing corporate governance principles;

• the essential components of remuneration; and

• new Board and senior executive nominations.

The Chairman of the Board and the Executive Directors are invited to attend the committee meetings.


The Corporate Sustainability Committee

• Composition of the Corporate Sustainability Committee and Focus Areas during 2016 Financial Year

Members of the Corporate Sustainability Committee Focus Areas during the 2016 Financial Year

• Roger Espitalier-Noël, Chair

• Amélie Vitry Audibert, Head of Human Resources, CIEL Corporate Services Ltd

• Odile Conchou, Head of the Environmental, Governance and Social Impacts Unit, Proparco

• P. Arnaud Dalais

• Gregory De Clerck, Group Director Operational Innovation, Sun Limited

• Eric Dorchies*, CEO of the Woven Cluster, CIEL Textile Limited

• Noëlle Gourrege, Managing Director, Laboratoire International de Bio Analyse Ltée

• J. Harold Mayer**, CEO CIEL Textile

• Jean-Marc Rivet, General Manager, CIEL Properties Limited

• Kamini Vencadasmy, Manager – Compliance, E&S Responsibility, General Governance and Legal, CIEL Finance Limited

* member as from 30 September 2016**member up to 11 August 2016

The Corporate Sustainability Committee has, amongst others:

• considered the Environmental and Social Action Plan (“ESAP”), which covered the agreed action points at CIEL Group or company/site level, the action points already implemented, the actions in process and those which remained to be attended;

• reviewed the eight steps proposed by the external consultant, Mott MacDonald, for the design of a Sustainability Strategy for the CIEL Group;

• considered scenarios developed as a basis for arriving at the vision of CIEL and took note of the vision and mission arrived at for the CIEL Group;

• reviewed the sustainability objectives worked out with Mott MacDonald together with the goal and time frames for implementing each of these goals;

• recommended for the approval to the Board the change of name of the committee from Environmental & Social Committee to Corporate Sustainability Committee;

• made recommendations to the Board for the appointment of additional members on the committee; and

• considered and reviewed the process of Crisis Reporting which would be applied at the level of the Group.

• Role of the Corporate Sustainability Committee

The Corporate Sustainability Committee is governed by approved terms of reference. Its main areas of focus are environmental, social and related ethical matters. In that respect, the committee is required to:

• Define and approve the CIEL Group’s environment and social policies;

• Define and approve an environmental and social management system;

• Supervise and implement any environmental and social action plans;

• Identify and manage the environment and social risks of each of its main subsidiaries and material investee companies (and, on a best effort basis, of its other investee companies);

• Define actions to achieve compliance with the environmental and social in a defined timeframe; and

• Report the environment and social performances of the Company and each of its subsidiaries and material investee companies.

Over and above the aforesaid responsibilities, the Corporate Sustainability Committee also assists the Board in meeting its responsibilities in relation with the Company’s sustainability policies and practices and maintains an overview on policies relating to occupational health and safety, human rights and international labour organisation.



PROFILES OF OUR DIRECTORS

P. ARNAUD DALAIS

Nationality: Mauritian

Age: 61

CIEL Group Chairman since 2010

Chairman of CIEL following the recent reorganisation of the Group in 2014

Committee membership: Strategic & Advisory Committee, Corporate Sustainability Committee

Experience:

• Joined the CIEL Group in August 1977, appointed Group Chief Executive and Director in November 1991

• Under his leadership, the CIEL Group at large went through an important growth both locally and internationally

• Played and continues to play an active role at the level of the Mauritian private sector and has assumed the Chairmanship of a number of organisations including the Joint Economic Council from 2000 to 2002

• Chairman of Alteo Limited, CIEL Textile Limited and Sun Limited

• Chairman of Business Mauritius, the new private sector supreme institution issued from the merger of the Joint Economic Council and the Mauritius Employers Federation since 2015

Directorships in other companies listed on the SEM:

• Alteo Limited (Chairman)

• CIEL Textile Limited (Chairman)

• Constance la Gaieté Company Limited

• Sun Limited (Chairman)

SÉBASTIEN COQUARD

Nationality: French

Age: 41

Appointed Non-Executive Director on 15 May 2014

Committee membership: Strategic & Advisory Committee

Experience:

• Head of Investments at FFP, the listed investment company majority-owned by the Peugeot family.

• Member of the Board of Directors of IDI Emerging Markets SA, OPCI Lapillus II, Ipsos SA and LT Participations

• Held long-term investments positions at Allianz France, M&A and ECM at Oddo and corporate banking at Paribas

Directorships in other companies listed on the SEM: none

G. CHRISTIAN DALAIS


Age: 80

Appointed Non-Executive Director on 12 February 1966

Chairman of the Company: From 23 February 2003 to 24 January 2014

Committee membership: none

Experience:

• Former Chief Executive Officer of Ireland Blyth Limited

• Former Chairman of the Mauritius Chamber of Commerce and Industry

• Former Chairman of Sun Limited


• Sun Limited


JEAN-PIERRE DALAIS


Age: 52

Appointed Director on 28 February 1995 and Executive Director on 14 February 2014


Experience:

• Key leading position within the CIEL Group, focusing on the management and development of the Group’s operations both in Mauritius and internationally with a close supervision of its Hotels & Resorts, Financial Services and Healthcare clusters

• Former working experience from Arthur Andersen (Mauritius and France)

Directorships in companies listed on the SEM:

• Alteo Limited

• CIEL Textile Limited

• Phoenix Beverages Limited (Alternate Director)

• The Medical and Surgical Centre Limited

• Sun Limited

R. THIERRY DALAIS


Age: 57

Appointed Non-Executive Director on 26 August 2013

Committee membership: Strategic & Advisory Committee (Chairman), Corporate Governance, Nomination & Remuneration Committee

Experience:

• More than 30 years’ experience in the financial services and private equity investment industry

• Co-founder of two private equity investment firms and acted as a key person and principal in numerous private investment programs over the last 25 years

• Former director and trustee on numerous boards, including listed companies in Mauritius and abroad


PIERRE DANON

Nationality: French

Age: 60

Appointed Non-Executive Independent Director on 24 January 2014

Committee membership: Audit & Risk Committee

Experience:

• Chairman of Volia in Kiev, the Ukrainian leading cable and broadband company and Vice-Chairman of TDC in Copenhagen

• Vice Chairman of AgroGeneration, a public company listed on the Alternext of NYSE Euronext in Paris and a non-executive Director of Standard Life in Edinburgh

• Former Chairman of Eircom in Dublin, Chief Operating Officer of the Capgemini Group, one of the world’s foremost providers of consulting, technology and outsourcing services and Chief Executive Officer of British Telecom Retail




L. J. JÉRÔME DE CHASTEAUNEUF


Age: 50

Appointed Director on 13 April 2012 and Executive Director on 14 February 2014


Experience:

• Former working experience with PriceWaterhouse in the UK, where he qualified as Chartered Accountant

• Key leading position within the CIEL Group, becoming its Head of Finance in 2000

• Involved in the financial reengineering which accompanied the development of the CIEL Group


• Alteo Limited


• Harel Mallac & Co. Limited

• The Medical and Surgical Centre Limited

• Sun Limited

ANTOINE DELAPORTE

Nationality: French

Age: 56

Appointed Non-Executive Director on 26 August 2013

Committee membership: Corporate Governance, Nomination & Remuneration Committee (Chairman), Strategic & Advisory Committee

Experience:

• Founder and Managing Director of Adenia Partners Ltd, a private company managing private equity funds in the Indian Ocean and West African regions with offices in Ghana, Ivory Coast, Madagascar and Mauritius

• Director of C.E.A.L. in Mauritius as well as Antenne Réunion in Reunion Island

• Chairman of Mauvilac Industries Limited and Mauvilac Chemicals Limited in Mauritius and Socolait in Madagascar



NORBERT DENTRESSANGLE

Nationality: French

Age: 62

Appointed Non-Executive Director on 15 May 2014


Experience:

• Chairman of Dentressangle Initiatives, the family holding investment company, which holds investments in real estates, industrial sectors and services

• Vice Chairman and Independent Director of AXA

• Former Vice Chairman of the Supervisory Board of AXA

• Founder of the Norbert Dentressangle Group, specialized in transport and logistics, for which he assumed the chairmanship until 1998

• Former chairman of the Supervisory Board of that Group until the sale of the Norbert Dentressangle Group in June 2015


ROGER ESPITALIER-NOËL


Age: 61

Appointed Non-Executive Director on 24 January 2014

Committee membership: Corporate Sustainability Committee (Chairman)

Experience:

• Corporate Sustainability Advisor of CIEL

• Former General Manager of Floreal Knitwear Limited

• Holds more than 35 years’ experience in the textile industry

• Involved in the restructuring and restart of the Madagascar Production Units after the political unrest of 2001, and as from 2008, acting as consultant for the CIEL Textile Limited where his activities were focused on the environmental, logistics, utilities as well as the retail aspects of the Knits division



• ENL Commercial Limited

• ENL Land Limited

• ENL Limited


M. A. LOUIS GUIMBEAU


Age: 66

Appointed Non-Executive Director on 8 July 1991

Committee membership: Audit & Risk Committee

Experience:

• Held senior positions in different sectors of the Mauritian economy gaining a vast experience in strategy development, administration, finance and accounting until his retirement in 2010

• Co-founder of La Meule Permaculture Farm in 2014, a Sustainable Living project


• Sun Limited

MARC LADREIT DE LACHARRIÈRE

Nationality: French

Age: 75

Appointed Non-Executive Director on 15 September 2014


Experience:

• Founder of the Group Marc Ladreit de Lacharrière, owner of 40% of the Lucien Barrière hotel group and 20% of the Fitch Group, a global leader in financial information services ratings through Fitch Ratings

• Chairman of the Conseil de Surveillance of Webedia

• Former Executive of Banque de Suez et de l’Union des Mines, which was renamed Indosuez following the integration of Banque de l’Indochine

• Former Chief Financial Officer of L’Oréal where he progressively became Vice-Chairman Deputy General Manager


J. HAROLD MAYER


Age: 51

Appointed Non-Executive Director on 24 January 2014


Experience:

• Chief Executive Officer of the CIEL Textile group since 2006

• Held key positions within the CIEL Textile group since 1990



• Sun Limited

CATHERINE MCILRAITH


Age: 51

Appointed Non-Executive Independent Director on 23 January 2015

Committee membership: Audit & Risk Committee (Chairperson)

Experience:

• Member of the South African Institute of Chartered Accountants since 1992

• Member of the Financial Reporting Council since October 2014

• Fellow Member of the Mauritius Institute of Directors

• Served her articles with Ernst & Young in Johannesburg before joining the investment banking industry where she held senior positions in corporate and specialised finance for Ridge Corporate Finance, BoE NatWest and BoE Merchant Bank in Johannesburg

• Former Head of Banking at Investec Bank (Mauritius Branch)


• Astoria Investments Ltd

• The Mauritius Development Investment Trust Co Limited



XAVIER THIÉBLIN

Nationality: French

Age: 73

Appointed Non-Executive Independent Director on 18 December 2013

Committee membership: Corporate Governance, Nomination & Remuneration Committee

Experience:

• Started working in the banking sector before joining, in 1970, Société Sucrière de Quartier Français, which was at that time playing a modest role in the sugar industry in Reunion Island

• Became Chairman of that group which became a major player of the sugar industry - He expanded the business which changed its name to Groupe Quartier Français (“GQF”) - GQF was the first industrial group to form part of the DOM and further developed the commerce of sugar in the Indian Ocean and in Europe and is a renowned producer of rhum and spirits

• Played important roles in the sectors of sugar and rhum, in Reunion, Paris and Brussels

• Manages and administers several companies, including OXACO, a family holding which invests in the Indian Ocean and Europe and assumes some professional responsibilities in several enterprises


PROFILES OF OUR ALTERNATE DIRECTORSThe Company’s Constitution provides that every Director may, by notice in writing to the Company, appoint any person (including any other Director) to act as Alternate Director in the Director’s place, either generally, or in respect of a specified meeting or meetings at which the Director is not present.

An Alternate Director, may while acting in the place of the appointing Director, represent, exercise and discharge all the powers, rights, duties and privileges (but not including the right to acting as Chairperson) of the appointing Director.

VINCENT MÉNEZ

Nationality: French

Age: 52

Appointed Alternate Director of Norbert Dentressangle on 23 January 2015


Experience:

• Formerly in charge of treasury operations at Crédit National Paris prior to moving to Crédit National Lyon as Relationship Manager for important clients

• Joined the Groupe Norbert Dentressangle in 1995 as Director of Treasury Operations and was appointed Managing Director of Dentressangle Initiatives in 1999

• Former member of the Supervisory Board of Groupe Norbert Dentressangle



JACQUES TOUPAS

Nationality: French

Age: 38

Appointed Alternate Director of Marc Ladreit de Lacharrière on 15 February 2016


Experience:

• Joined Fimalac Group in 2009 and is responsible of financial portfolio monitoring and investment, working directly with the Chairman and the CFO

• Serves as Board member of various Fimalac Group’s subsidiaries

• Former working experience in investment banking, both in Paris and London and started his career at Arthur Andersen in Paris as a financial audit prior to moving to PwC as a senior auditor and later as a manager in the Transaction Services department

• Also worked in Private Equity as a manager at European Capital


OUR SENIOR MANAGEMENT TEAM

P. Arnaud Dalais Executive Chairman Please refer to the section, ‘Profiles of our Directors’ of this report.

Jean-Pierre Dalais Executive Director of CIEL Please refer to the section, ‘Profiles of our Directors’ of this report.

L. J. Jérôme De Chasteauneuf Executive Director of CIEL Please refer to the section’ Profiles of our Directors’ of this report.

DAVID ANDERSON

Nationality: British

Age: 48

Chief Executive Officer of Sun Limited

• More than 25 years of experience in the hotel industry

• Served as the Regional Vice President of Wyndham Hotel Group, a portfolio of 182 hotels across 5 brands

• Former Managing Director of Dolce Hotels and Resorts for four years, a respected leader in the Whyndam Hotel group, meeting and conference space and luxury accommodation. The Wyndham Hotel Group acquired Dolce Hotels & Resorts in April 2015

• Prior to joining the Dolce Hotels & Resorts in January 2012, David Anderson held senior leadership roles at Louvre Hotel Group, Northern Europe where he was the Vice President of Operations



J. HAROLD MAYER

Chief Executive Officer of CIEL Textile GroupPlease refer to the section, ‘Profiles of our Directors’ of this report.

MARC-EMMANUEL VIVES

Nationality: French

Age: 54

Chief Executive Officer of CIEL Finance Group

Experience:

• More than 25 years’ of experience at Société Générale. After initial steps within the General Inspection of the group, he spent the next 18 years of his career in various assignments in emerging countries, first in Argentina as Commercial Director, then as Chairman and CEO of Société Générale Argentina

• Moved then to Russia as CEO of Société Générale Vostok, before becoming First Deputy Chairman of Rosbank, and finally to India as Country Manager

• Holds a Master’s Degree in Business Administration from HEC Business School France, as well as a degree in History from Sorbonne University in Paris

BOARD EVALUATIONAn evaluation of the Board was performed in 2015 by the Financial Services department of BDO, in association with Insync Surveys, using a benchmark survey approach. The benchmark with best practices helped in the identification of areas of improvement. The survey used the globally recognised ‘What (Board Structure and Role) Who (Board Composition) How (Board Processes) Do (Tasks)’ framework designed by a world leader in corporate governance and board effectiveness.

A comprehensive report highlighting the strengths of the Board, main areas for improvements, strategy and performance culture was reviewed by the Corporate Governance, Nomination & Remuneration Committee, in the presence of the consultant.

It was encouraging to note that the rating of the Board had been satisfactory.

As recommended by the Governance, Nomination & Remuneration Committee, it was decided that the Board Evaluation process be implemented every two years, meaning that the next exercise would be performed over the financial year of 2017.

BOARD CHARTERAs recommended by the Corporate Governance, Nomination & Remuneration Committee, the Board has approved a Board Charter which mainly defines the size and composition of the Board and its committees, the general duties of the Chairman and the Directors as well as the Board’s accountabilities and responsibilities.

DIRECTORS’ AND OFFICERS’ LIABILITY INSURANCEA Directors’ and Officers’ Liability insurance policy has been subscribed to by CIEL covering the Company, its subsidiaries and some of its associates.


BOARD AND COMMITTEE ATTENDANCE The attendance of the Directors at Board and committee meetings held during the financial year ended 30 June 2016 was as follows:

Directors/Alternate Directors/Committee Members

Board Meetings

Audit & Risk Committee

Corporate Governance,

Nomination & Remuneration

Committee

Strategic & Advisory Committee

Corporate Sustainability

Committee

DirectorsP. Arnaud Dalais 4/4 2/2* 3/3 3/3

Sébastien Coquard 3/4 3/3

G. Christian Dalais 4/4

Jean-Pierre Dalais 4/4 1/2* 3/3

R. Thierry Dalais 4/4 2/2 3/3

Pierre Danon 3/4 4/4

L. J. Jérôme De Chasteauneuf 4/4 2/2* 3/3

Antoine Delaporte 4/4 2/2 3/3

Norbert Dentressangle 1/4

Roger Espitalier-Noël 4/4 3/3

M. A. Louis Guimbeau 4/4 4/4

Marc Ladreit De Lacharrière 0/4

J. Harold Mayer1 4/4 1/3

Catherine McIlraith 4/4 4/4

Xavier Thiéblin 4/4 1/2

Alternate DirectorsCindy Daniel2 (Alternate to Sébastien Coquard) 1/4

Vincent Ménez (Alternate to Norbert Dentressangle) 4/4

Gilles G. C. Pelisson3 0/4 1/1

Jacques Toupas (Alternate to Marc Ladreit De Lacharrière) 2/4

Committee Members who are not DirectorsAmélie Vitry Audibert 2/3

Odile Conchou4 1/1

Gregory De Cleck4 0/1

Eric Dorchies5 n/a

Noëlle Gourrege 3/3

Jean-Marc Rivet4 1/1

Tom Rostand 3/3

Kamini Vencadasmy4 1/1

In attendanceDavid Anderson, CEO of Sun Limited 1/1

Alex Alexander, Managing Director CIEL Healthcare Africa 1/1

Patrick de Labauve d’Arifat, CEO Alteo Limited 1/1

Marc Emmanuel Vives, CEO CIEL Finance 1/1

Notes:1. J. Harold Mayer resigned as member of the Corporate Sustainability Committee on 11 August 20162. Cindy Daniel resigned as alternate to Sébastien Coquard on 29 July 20163. Gilles G. C. Pelisson resigned as alternate to Marc Ladreit De Lacharrière on 15 February 20164. Appointed members of the Corporate Sustainability Committee by the Board on 15 February 20165. Appointed member of the Corporate Sustainability Committee by the Board on 30 September 2016* Were invited to attend the meetings



CONSTITUTIONThe constitution of the Company, adopted on 30 December 2013, is in conformity with the provisions of the Companies Act 2001 and the Listing Rules of the SEM.

Its salient features are:

• The Company has on issue Ordinary Shares of no par value and Redeemable Restricted A Shares (“RRAS”) of no par value.The Ordinary Shares confer to the holder the following rights:

- a right to vote at meetings of shareholders and on a poll to cast one vote for each share held;

- the right to an equal share in dividends and other distributions made by the Company, subject to the rights of any other Class of Shares; and

- the right to an equal share in the distribution of surplus assets of the Company on its liquidation, subject to the rights of any other Class of Shares.

• RRAS confer to the holder the following rights:

- a right to vote at meetings of shareholders and on a poll to cast one vote for each share held;

- the right to participate in a rights issue together with the holders of Ordinary Shares in the proportion of the amount paid up or credited as paid up on the shares of each class on the condition that the holders of each class of shares shall be entitled to subscribe to shares of that class only;

- no right whatsoever to any distribution;

- no right whatsoever to any surplus assets of the Company in case of winding up;

- no right to be transferred except with the consent of the holders of at least 75% of shares of that class.

• The RRAS may be redeemed at the option of the Company for no consideration whatsoever, should the holders thereof either directly or indirectly through successive holding entities (and the shareholders of the latters), in the aggregate, hold less than 10% of the issued Ordinary Shares in the capital of the Company. So as to ascertain the above threshold, the Company secretary shall, at least once in every financial year, request from the secretaries of the entities holding such shares and of their successive holding entities a list of their respective shareholders. Should the said threshold not be met, then, all RRAS shall immediately be redeemed, as of right.

• Subject to the terms of issue of the RRAS, the fully paid-up shares are freely transferable.

• The Company may purchase or otherwise acquire its Shares and may hold acquired shares.

• The Board may authorise a distribution by the Company to shareholders if it is satisfied on reasonable grounds that the Company will satisfy the solvency test immediately after the distribution.

• The quorum for holding a meeting of shareholders is five (5) shareholders holding Shares representing at least ten percent (10%) of the total voting rights who are present or represented.

• The Board shall consist of not less than eight (8) or more than sixteen (16) Directors.

• The quorum for holding a meeting of the Board is five (5) Directors when the Board consists of eight to twelve (8-12) members, seven (7) Directors when the Board consists of thirteen to fifteen (13-15) members and eight (8) Directors when the Board consists of sixteen (16) members.

• The Directors have the power to appoint any person to be a Director, either to fill in a casual vacancy or as an addition to the existing Directors but so that the total number of Directors shall not at any time exceed the number fixed in accordance with the Constitution. The Director appointed to fill up the vacancy or as an addition to the existing Directors shall hold office only until the next following annual General Meeting and shall then be eligible for re-election.

• A Director who has declared his interest shall not vote on any matter relating to the transaction or proposed transaction in which he is interested, and shall not be counted in the quorum present at the meeting.

• In case of equality of votes either at a meeting of the Board of Directors or a meeting of Shareholders, the Chairperson of the meeting shall not be entitled to a casting vote.


COMPANY SECRETARYThe Company Secretary plays a pivotal role in the continuing effectiveness of the Board, ensuring that all Directors have full and timely access to the information that helps them to perform their duties and obligations properly, and enables the Board to function effectively.

The Company Secretary is responsible for providing guidance to the Board collectively and to the Directors individually with regard to their duties, responsibilities and powers.

The Company Secretary also plays an important role in the Company’s corporate governance and ensures that, in accordance with the prevailing laws, the proceedings and affairs of the Board, the Company itself and, where appropriate, shareholders are properly administered.

SHAREHOLDING As at 30 June 2016, the stated capital of the Company was made up of:• 1,576,175,766 Ordinary Shares of no par value (of

which 51,135,822 were held as treasury shares) worth MUR 4,246,422,982; and

• 3,008,886,600 RRAS of no par value worth MUR 39,232,934.50.

On the same date, there were 2,701 shareholders on its registry after consolidation of multi portfolios.

SUBSTANTIAL SHAREHOLDERSThe shareholders holding more than 5% of the Ordinary Shares of the Company, excluding treasury shares, as at 30 June 2016 were as follows:

Shareholders Percentage Held - %

FFP Invest 7.53

Les Ternans Limited 7.15

Synora Investment Limited 6.79

Hugnin Frères Limited 6.20

Di Cirne Holding Limited 5.65

Société de Mercoeur 5.08

The shareholder holding more than 5% of the RRAS of the Company, as at 30 June 2016 was as follows:

Shareholders Percentage Held - %

Deep River Limited 98.66

COMMON DIRECTORS WITHIN THE HOLDING STRUCTURE

Synora Investment

Limited

Les Ternans Limited

Di Cirne Holding Limited

Société de Mercoeur

Deep River Limited

P. Arnaud Dalais √ √** √

Jean-Pierre Dalais √

G. Christian Dalais √***

R. Thierry Dalais √

Antoine Delaporte √ √

Norbert Dentressangle √

M. A. Louis Guimbeau √

Roger Espitalier-Noël √*

Xavier Thiéblin √

* Alternate Director/** Administrator/***Chairman



SHAREHOLDING PROFILEAs at 30 June 2016, the ownership of the Ordinary share capital (excluding treasury shares), by size of shareholding was as follows:

Ordinary Shares

Shareholder Count Number of Shares Percentage Held

1 - 500 480 79,559 0.005

501 - 1,000 174 139,931 0.009

1,001 - 5,000 473 1,231,251 0.081

5,001 - 10,000 299 2,238,398 0.147

10,001 - 50,000 596 14,376,443 0.943

50,001 - 100,000 195 14,018,847 0.919

100,001 - 250,000 217 36,106,550 2.368

250,001 - 500,000 78 28,070,057 1.840

500,001 - 1,000,000 69 48,774,599 3.198

Over 1,000,001 120 1,380,004,309 90.490

Total 2,701 1,525,039,944 100.000

A summary of the ownership of the share capital by category of shareholding, as at 30 June 2016, was as follows:

Ordinary Shares

Category Shareholder Count Number of Shares Percentage Held

Individuals 2,350 429,566,928 28.168

Insurance & Assurance Companies 20 44,782,184 2.936

Pension and Provident Funds 46 85,272,873 5.592

Investment and Trust Companies 90 203,977,512 13.375

Other Corporate Bodies 195 761,440,447 49.929

Total 2,701 1,525,039,944 100.000

The above number of shareholders is indicative due to consolidation of multi portfolios for reporting purposes.


SHARES IN PUBLIC HANDSIn accordance with the Listing Rules of the SEM, at least 25% of the shareholding of CIEL is in the hands of the public.

DIRECTORS’ INTERESTS IN THE SHARES OF CIELThe Directors’ interests in the Ordinary Share capital of the Company as at 30 June 2016 were as follows:

Directors

Direct Indirect

No. of Shares Percentage No. of Shares Percentage

P. Arnaud Dalais 641,268 0.04 77,470,113 5.08

Sébastien Coquard Nil Nil Nil Nil

G. Christian Dalais Nil Nil 625,770 0.04

Jean-Pierre Dalais 14,475,699 0.95 16,643,453 1.09

R. Thierry Dalais Nil Nil 38,819,460 2.55

Pierre Danon 1 0.00 1,049,138 0.07

L. J. Jérôme De Chasteauneuf 652,623 0.04 Nil Nil

Antoine Delaporte Nil Nil Nil Nil

Norbert Dentressangle Nil Nil 86,165,379 5.65

Roger Espitalier-Noël 2,500 0.00 1,588,392 0.10

M. A Louis Guimbeau 11,611,365 0.76 Nil Nil

Marc Ladreit De Lacharrière Nil Nil 50,263,138 3.30

J. Harold Mayer 30,765 0.00 Nil Nil

Catherine McIlraith Nil Nil Nil Nil

Xavier Thiéblin Nil Nil 28,236,500 1.85

Alternate Directors

Vincent Ménez (Alternate to Norbert Dentressangle) Nil Nil Nil Nil

Jacques Toupas (Alternate to Marc Ladreit de Lacharrière) Nil Nil Nil Nil

None of the Directors hold any shares, directly or indirectly, in the Redeemable Restricted A Share (“RRAS”) Capital of the Company, save for Mr. Xavier Thiéblin who indirectly holds more than 10% of the said RRAS.



SHARE DEALINGS BY DIRECTORSThe Directors strive to ensure that their dealings in the shares of the Company are conducted in accordance with the principles of the Model Code for Securities Transactions by Directors of Listed Companies, as detailed in Appendix 6 of Listing Rules of the SEM.

During the year under review, the following Directors traded in the Ordinary Shares of the Company:

Direct IndirectNo. of Shares No. of Shares

Acquired Sold Acquired SoldP. Arnaud Dalais 641,268* - - -

Jean-Pierre Dalais 913,672** - - -

L. J. Jérôme De Chasteauneuf 464,026** - - -

Roger Espitalier-Noël 2,500*** - - -

M. A. Louis Guimbeau 381,400 - - -

*641,268 bonus shares were issued to P. Arnaud Dalais as part of his remuneration **bonus shares were issued to Jean-Pierre Dalais and L. J. Jérôme De Chasteauneuf as part of their remuneration ***shares were inherited by Mr. Roger Espitalier Noël as part of a family succession

SHARE PRICE INFORMATION The evolution of the share price of CIEL on the last trading day of the months of July 2015 to 31 August 2016 has been as follows:

Month Share Price-MUR

31 July 2015 6.88

31 August 2015 6.80

30 September 2015 6.70

31 October 2015 6.80

30 November 2015 6.70

31 December 2015 6.60

29 January 2016 6.40

29 February 2016 6.36

31 March 2016 6.28

29 April 2016 6.24

31 May 2016 6.12

30 June 2016 6.12

29 July 2016 5.94

31 August 2016 6.08


Volume Traded Value Traded Average price-MUR

July 2015 1,945,857 13,599,698 7.01

August 2015 3,922,011 26,619,301 6.84

September 2015 5,720,894 38,507,260 6.75

October 2015 2,631,528 17,826,997 6.77

November 2015 2,306,898 15,625,110 6.74

December 2015 1,931,360 12,718,131 6.54

January 2016 1,719,236 11,224,527 6.52

February 2016 1,845,588 11,663,841 6.32

March 2016 2,907,535 18,445,765 6.37

April 2016 425,849 2,656,678 6.24

May 2016 2,851,823 17,733,403 6.21

June 2016 6,054,679 37,453,667 6.17

July 2016 7,733,088 47,103,670 6.12

August 2016 4,261,076 25,923,462 6.08

Over the financial year ended 30 June 2016, 41.9M Ordinary Shares were exchanged, representing 2.75% of the issued share capital.

DIVIDEND POLICYCompany profits are customarily returned to shareholders in part in the form of dividends. Dividends are normally declared and paid twice yearly, representing a minimum of 75% of net profits after tax, depending on the cash flow and financial needs of the Company.

On 16 December 2015, CIEL declared an interim dividend of MUR 0.07 (7 cents) (2015: MUR: 0.05) per Ordinary Share while a final dividend of MUR 0.11 (11 cents) (2015: MUR: 0.11) per Ordinary Share was declared on 30 June 2016.

The Board ensures that the Company satisfies the solvency test for each declaration of dividend.

SHAREHOLDERS’ INFORMATIONThe Board is committed to ensuring an effective communication with the shareholders of CIEL. The Annual Meeting of the shareholders of CIEL provides the Board with the opportunity to meet and engage

directly with the shareholders, particularly the private shareholders. It is also the ideal platform for the shareholders for debates and queries with the Board of Directors.

CIEL is regularly in contact with its institutional shareholders and the investors’ meetings provide an opportunity to meet a significant number of investors, representatives from the influential investor advisory companies and key industry governance specialists.

Timely disclosure of consistent, comparable, relevant and reliable information on corporate financial performance is at the core of good governance. Towards this end, the quarterly unaudited accounts and the yearly audited accounts of the Company were approved by the Board of Directors within the required statutory delay and were duly filed with the relevant authorities – the SEM and the Financial Services Commission. A copy of their abridged versions is also available on the Company’s website and published in the press.

The Company’s website is a comprehensive reference on CIEL’s management, vision, mission, policies, corporate governance, sustainability, investor relations, updates and news. The section on ‘Investors’ serves to inform the shareholders, by giving complete financial details, shareholding patterns, corporate



benefits, information relating to stock exchanges and latest news on CIEL. Investors are also invited to submit their e-mail address and to subscribe to the e-news released.

The yearly calendar of events of the Company is scheduled as follows:

Event Month

Financial year end June

Annual Meeting of shareholders 13 December 2016

Declaration/payment of dividend:

- Interim December

- Final June

Publication of first quarter results November

Publication of half yearly results February

Publication of third quarter results May

Publication of full year results September

SHARE REGISTRY AND TRANSFER OFFICE CIEL’s Share Registry & Transfer Office is administered by MCB Registry & Securities Limited. If you have any queries regarding your account, wish to change your name or address, or have questions about lost certificates, share transfers or dividends, you may contact the Share Registry and Transfer Office, whose contact details are as follows:

MCB Registry & Securities2nd Floor, MCB Centre9-11 Sir William Newton StreetPort LouisTel: +230 202 5397Fax: +230 208 1167

SHAREHOLDERS’ AGREEMENTSFollowing the Private Placement which was completed in May 2014, the Company has entered into shareholders’ agreements with some of the main strategic investors whereby allocation of board seats to them is addressed. These shareholders have agreed on a locked in period of two years from the date of their investment.

MANAGEMENT AGREEMENTS WITH THIRD PARTIES

• CIEL Limited holds an agreement with CIEL Corporate Services Ltd (a subsidiary of CIEL Limited) for the provision of strategic support & group strategy harmonisation, legal, company secretarial and payroll services to the companies of the Group. An amount of MUR 49.2M was paid to CIEL Corporate Services Ltd for the financial year ended 30 June 2016.

P. Arnaud Dalais, Jean-Pierre Dalais and L. J. Jérôme De Chasteauneuf do not receive any Director’s fees from CIEL, being directly remunerated by CIEL Corporate Services Ltd.

• CIEL holds a treasury agreement with Azur Financial Services Ltd (a subsidiary of CIEL) for the provision of cash management services, treasury advisory services and foreign exchange & money market brokerage services to the Group. CIEL pays a fixed monthly fee for the cash management together with a variable fee, based on the volume of intercompany transactions processed by Azur Financial Services Ltd for the Group. An amount of MUR 0.8M was paid to Azur Financial Services Ltd for the financial year ended 30 June 2016.

EXTERNAL AUDITShareholders rely on the external auditors to act in the long-term interest of the Company in which they have invested their money such that the independence of auditors is paramount in making sure the necessary safeguards are in place.

The independence of the external auditors is recognised. The Audit & Risk Committee meets with external auditors, BDO & Co, to review the scope of the external audit, and any other audit matters that may arise.

The Board assesses and reviews on a regular basis the independence of the external auditor, BDO & Co.


INTERNAL AUDITThe internal audit function is an independent appraisal mechanism which evaluates the effectiveness of the applicable operational activities, the attendant business risks and the systems of internal control, so as to bring material deficiencies, instances of non-compliance and development needs to the attention of the Audit & Risk Committee.

The internal audit function of CIEL is outsourced to KPMG Advisory Services Ltd (“KPMG”). They report to the Audit & Risk Committee and maintain an open and constructive line of communication with management at all times.

Following their appointment, KPMG performed a strategic risk analysis and enterprise risk assessment which led to the development of an internal audit plan. The three-year internal audit plan, proposed by KPMG, has been approved by the Audit & Risk Committee and may be subject to review in light of changes to the risk landscape.

The scope of works of KPMG includes an assessment of the operation and control procedures within key processes, reporting on any weaknesses and issues identified during the review and highlighting any high risk areas and identifying any serious defects in internal control which might result in possible malpractices or loss of revenue and negative impact on the image of CIEL.

In line with its deliverables, KPMG discusses its findings with management, provides recommendations on corrective measures to be adopted to eliminate or mitigate the risks. A detailed written report on the results of the work performed and findings is presented to the Audit & Risk Committee. The internal auditors review and monitor the responsiveness of management to the findings and recommendations made in internal audit reports.

The following audits have been performed during the year under review:

• Treasury Management-Azur Financial Services Ltd;

• Revenue Cycle and Expenses and Cash Management Processes-La Vallée de Ferney Co. Ltd;

• Human Resources and Payroll-Mauritius International Trust Co. Ltd. (“MITCO”);

• Expenses and Contract Management-Ebène Skies Ltd

• Revenue Cycle-Ebène Skies Ltd

• Expenses and Cash Management- Ferney Limited

The fees paid to KPMG during the year under review amounted to MUR 172,500.

INTERNAL CONTROL The system of internal control is based on a continuous process of identifying, evaluating and managing risks including the risk management process. The Board has overall responsibility for the Group’s system that internal control systems are designed to manage rather than eliminate the risk of failure to achieve business objectives and can therefore only provide reasonable and not absolute assurance against material misstatements, losses and the breach of laws and regulations.

The Board is satisfied that a continual process for identifying, evaluating and managing significant risks is being put in place by the Company. All control systems are reviewed by the Audit & Risk Committee and the Board receives assurance from the Audit & Risk Committee which derives its information from regular internal and external audit reports.

RISK MANAGEMENTEffective risk management is critical to the Group’s operations and is crucial to its continued growth and success. In order to achieve its objectives and create shareholder value, the Group does take risks, but fully understands and effectively manages the risks it takes in order to minimise loss and maximise opportunities. The objective of risk management is to establish an integrated and effective risk management framework where important risks are identified, quantified and managed. In order to give effect to same, the Group follows a comprehensive risk management process, which involves identifying, understanding and managing the risks associated with its various businesses.

EFFECTIVENESS OF THE RISK MANAGEMENT PROCESS AND SYSTEM OF INTERNAL CONTROLThe Board, via the Audit & Risk Committee, regularly receives reports on and considers the activities of the internal and external auditors. The Board, via the Audit & Risk committee, is satisfied that there is an effective risk management process in place and that there is an adequate and effective system of internal control to mitigate the significant risks faced by the Group to an appropriate level.



The Board believes that the risks described below are the ones that may have the most significant impact on the Group’s ability to achieve its objectives as set out earlier in this report.

• Financial Risk These risks comprise of market risks (including currency risks, interest rate risks and price risks), credit risks and liquidity risks as reported in note 45 of the Financial Statements.

Prudent liquidity risk management implies maintaining sufficient cash and the availability of funding through an adequate amount of committed credit facilities. The Company aims at maintaining flexibility in funding by keeping reliable credit lines available. Management monitors rolling forecasts of the Company’s liquidity reserve on the basis of expected cash flows.

• Operational Risks These risks are defined as the risk of loss resulting from inadequate or failed internal processes, people and systems or from external events.

The Company’s processes are periodically re-evaluated to ensure their effectiveness.

• Compliance Risk This risk is defined as the risk of not complying with laws, regulations and policies.

The Company endeavours to comply with the requirements of the relevant legislations and regulatory authorities. CIEL is also committed to the protection of the environment and towards the society at large.

• Reputational risk This risk arises from losses due to unintentional or negligent failure to meet a professional obligation to stakeholders. The Company’s strong reputation revolves around effective communication and building solid relationships. Communication between the Company and its stakeholders has been the foundation for a strong reputation.

• ICT failure riskThis is a significant or sustained loss of ICT capability which could have a material effect on the ability to do business, especially in certain business units.

The management of business units are encouraged to create a central awareness of ICT risk around and ensure, as far as possible, that appropriate disaster recovery plans are in place at each site.

• Financing RiskThis is the risk that funding is not available for investment and growth.

Management strives to maintain strong relations with investors and ensures that there is a diverse range of financing options and timings.

• Economic and business environmentThe Group’s revenues are sensitive to the economic and business environment, and can be affected by a downturn in the general economic and business environment locally and internationally.

The Group therefore continually monitors developments in this environment for trends and early warning indicators. Executive Management and the Audit & Risk Committee regularly review the Group’s revenue forecasts.

HEALTH AND SAFETY POLICYThe Group aims to act as a good employer in providing and maintaining a safe and healthy work environment for all its employees. The objective being the optimisation of work efficiency and the prevention of accidents at work, through the implementation of safety standards in all its operations across the Group. In this respect, the Corporate Sustainability Committee assists the Board in fulfilling its oversight responsibilities by monitoring and reviewing performance and recommending for approval policies and management systems with respect to health, environmental, safety and social responsibility related matters affecting the whole Group.

STATEMENT OF REMUNERATION PHILOSOPHYCIEL’s remuneration policy aims to ensure that it remunerates its key people in a manner that supports the achievements of its strategic objectives, while attracting and retaining scarce skills and rewarding high levels of performance.


The remuneration offered by the Group needs to be competitive in order to attract, retain and incentivise high calibre staff. The remuneration is based on the principles of affordability and fairness.

The remuneration approach that furthermore guides the level of salaries of key people across the Group is aimed, amongst others at:

• Recognising exceptional and value-adding performance;

• Encouraging team performance and participation;

• Promoting cost-effectiveness and efficiency; and

• Achieving the strategic objectives of the Group.

In order to balance external equity with affordability and to ensure that market-related salaries are offered to staff, the Group participates in several salary surveys and uses that information for benchmarking purposes.

RETIREMENT BENEFIT OBLIGATIONSThe details of the total amount of provisions booked or otherwise recognised by the Group are provided in the notes of the financial statements.

RELATED PARTY TRANSACTIONSTransactions with related parties are disclosed in detail in notes of the financial statements.

CORPORATE SUSTAINABILITY CIEL is committed to managing all its businesses in a sustainable way. This means considering not only the Group’s financial performance and risk profile, but also its social, environmental and economic impact.

The Board has adopted a Corporate Sustainability Policy (“the Policy”) which deals with:

• Business ethics

• Human rights and labour practices

• Environmental responsibility

• Sustainable Design, Planning and Procurement

• Stakeholders Satisfaction & Engagement

CIEL and its people make their best endeavours to protect the environment, conserve natural resources and utilise resources in an effective and responsible way by adopting sound environmental practices in the businesses and industries within the Group.

As a responsible corporate citizen, CIEL together with its subsidiaries and its staff, strive to improve the lives of fellow Mauritians and try to make a meaningful impact on the local communities by attempting to alleviate some of their socio-economic challenges. Companies of the Group annually contribute funds to Fondation CIEL Nouveau Regard (“FCNR”), the social vehicle of the CIEL Group, whose objectives are to develop community projects across the island and to help the society at large.

CODE OF ETHICSAs recommended by the Corporate Governance, Nomination & Remuneration Committee, the Board has approved a Code of Ethics.

CIEL believes that good governance and ethical behavior are the foundation for success, “doing the right thing” has always been part of its values. CIEL takes ethical behavior very seriously, starting with practices based on a robust Code of Ethics. CIEL believes ethics start at the top, with its Board of Directors and senior management, and its commitment extends to all employees, business partners, and other stakeholders.

Clothilde de Comarmond, ACISPer CIEL Corporate Services LimitedCompany Secretary

30 September 2016


OTHER STATUTORY DISCLOSURES(PURSUANT TO SECTION 221 OF THE COMPANIES ACT 2001)

PRINCIPAL ACTIVITYCIEL Limited (“CIEL” or “the Company”), formerly known as Deep River Investment Limited, incorporated on 31 August 1948, is a public company listed on the Official Market of the Stock Exchange of Mauritius Ltd (“SEM”) since 4 February 2014.

On 24 January 2014, CIEL Investment Limited (“CIL”) was amalgamated with and into Deep River Investment Limited (“DRI”). DRI, as surviving company post Amalgamation, was renamed CIEL Limited.

CIEL is also registered as a Reporting Issuer with the Financial Services Commission (“FSC”) since the promulgation of the Securities Act 2005.

CIEL Limited is an investment holding company, with investments in five distinct clusters:

• CIEL Agro & Property

• CIEL Finance

• CIEL Hotels & Resorts

• CIEL Textile

• CIEL Healthcare

DIRECTORS’ SERVICE CONTRACTSMessrs. Jean-Pierre Dalais, L. J. Jérôme De Chasteauneuf and P. Arnaud Dalais hold service contracts with CIEL Corporate Services Ltd, a subsidiary of CIEL, with no expiry terms.

The persons who held office as Directors of CIEL as at 30 June 2016 are disclosed in the corporate governance report under the section ‘Board of Directors’.

REMUNERATION OF THE DIRECTORSRemuneration and benefits received from the Company and its subsidiaries were as follows:

The Company Subsidiaries

2016MUR’000

2015MUR’000

2016MUR’000

2015MUR’000

Directors of the Company

Executive Directors - - 43,450 48,828

Non-Executive Directors 5,540 5,750 67,653 67,121

Independent Directors 1,250 955 391 -

Directors of Subsidiaries

Executive Directors - - 227,387 222,105*

Non-Executive Directors - - 6,395 4,387

Independent Directors - - 3,412 2,526

* includes compensation paid to Executive Directors upon termination of contract

The emoluments of the Directors have not been disclosed on an individual basis due to the market sensitivity of such information.


DIRECTORS OF SUBSIDIARIES The list of Directors of subsidiaries of CIEL as at 30 June 2016 is given on pages 203 to 215.

AUDIT FEESThe fees paid to the auditors, BDO & Co and other auditors, for audit and other services were as follows:

The Company Subsidiaries 2016

MUR’0002015

MUR’0002016

MUR’0002015

MUR’000

Local External Auditors:

Audit Fees 445 425 12,545 11,734

Other Fees 123 117 4,317 3,765

Foreign External Auditors:

Audit Fees - - 8,351 4,715

Other Fees - - 1,063 475

The fees in respect of other services pertain to review of quarterly financial statements, tax computation and compliance, group accounts consolidation as well as fees paid with regard to transaction advisor.

DONATIONSDonations made during the year by the Company and its subsidiaries were as follows:

The Company Subsidiaries

2016MUR’000

2015MUR’000

2016MUR’000

2015MUR’000

Charitable* 632 588 7,293 8,339

Political 350 1,700 350 5,167

*Includes CSR donations which have been channelled to Fondation CIEL Nouveau Regard (“FCNR”), registered as a special purpose vehicle accredited to receive CSR contributions.

On Behalf of the Board

P. Arnaud Dalais Catherine McIlraithChairman Director

30 September 2016


STATEMENT OF DIRECTORS’ RESPONSIBILITIESIN RESPECT OF THE PREPARATION OF FINANCIAL STATEMENTS

• Directors acknowledge their responsibilities for:

(I) Adequate accounting records and maintenance of effective internal control systems;

(II) The preparation of financial statements which fairly present the state of affairs of the Company as at the end of the financial year and the results of its operations and cash flows for that comply with International Financial Reporting Standards (IFRS);

(III) The selection of appropriate accounting policies supported by reasonable and prudent judgments.

The external auditors are responsible for reporting on whether the financial statements are fairly presented.

• The Directors report that:

(I) Adequate accounting records and an effective system of internal controls and risk management have been maintained;

(II) Appropriate accounting policies supported by reasonable and prudent judgments and estimates have been used consistently;

(III) International Financial Reporting Standards have been adhered to. Any departure in the interest in fair presentation has been disclosed, explained and quantified.

(IV) The code of Corporate Governance has been adhered to in all material aspects and reasons provided for non-compliance.

On behalf of the Board

P. Arnaud Dalais Catherine McIlraith Chairman Director

30 September 2016


CERTIFICATE FROM THE COMPANY SECRETARY

In our capacity as Company Secretary of CIEL Limited (“the Company’’), we hereby confirm that, to the best of our knowledge and belief, the Company has lodged with the Registrar of Companies as at 30 June 2016, all such returns as are required for a company in terms of the Companies Act 2001, and that such returns are true, correct and up to date.

Clothilde de Comarmond, ACIS Per CIEL Corporate Services Ltd Company Secretary

30 September 2016


INDEPENDENT AUDITORS’ REPORT 94

STATEMENTS OF FINANCIAL POSITION 96

STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME 98

STATEMENTS OF CHANGES IN EQUITY 100

STATEMENTS OF CASH FLOWS 106

NOTES TO THE FINANCIAL STATEMENTS

1 GENERAL INFORMATION 107

2 BASIS OF PREPARATION 107

2A CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS 110

2B SIGNIFICANT ACCOUNTING POLICIES 113

3 SEGMENT INFORMATION 115

4 PROPERTY PLANT AND EQUIPMENT 117

5 INVESTMENT PROPERTIES 124

6 INTANGIBLE ASSETS 125

7 INVESTMENT IN SUBSIDIARY COMPANIES 127

8 INVESTMENT IN JOINT VENTURES 137

9 INVESTMENT IN ASSOCIATED COMPANIES 141

10 INVESTMENT IN OTHER FINANCIAL ASSETS 147

11 DEPOSIT ON INVESTMENTS 148

12 LEASEHOLD RIGHTS AND LEASEHOLD LAND PREPAYMENTS 148

13 NON-CURRENT RECEIVABLES 149

14 INVENTORIES 150

15 TRADE AND OTHER RECEIVABLES 150

16 CASH AND CASH EQUIVALENTS 152

17 NON-CURRENT ASSETS HELD FOR SALE 152

18 LOANS AND ADVANCES TO CUSTOMERS 153

19 INVESTMENTS IN SECURITIES 153

20 STATED CAPITAL AND TREASURY SHARES 154

C O N T E N T S

21 REDEEMABLE RESTRICTED A SHARES 155

22 OTHER COMPREHENSIVE INCOME 156

23 SHARE BASED SCHEMES 158

24 BORROWINGS 160

25 DEFERRED INCOME TAXES 164

26 RETIREMENT BENEFIT OBLIGATIONS 165

27 PROVISION FOR OTHER LIABILITIES AND CHARGES 172

28 TRADE AND OTHER PAYABLES 173

29 INCOME TAX 173

30 DIVIDENDS PER SHARE 175

31 DEPOSITS FROM CUSTOMERS 175

32 REVENUE 175

33 EARNINGS BEFORE INTEREST, TAXATION, DEPRECIATION AND AMORTISATION 177

34 FINANCE COSTS 177

35 EMPLOYEE BENEFIT EXPENSE 178

36 CLOSURE, MARKETING LAUNCH, RESTRUCTURING, BRANDING AND TRANSACTION COSTS 178

37 EARNINGS PER SHARE 178

38 NOTES TO THE STATEMENTS OF CASH FLOWS 179

39 BUSINESS COMBINATION 180

40 CONTINGENCIES 183

41 COMMITMENTS 184

42 DERIVATIVE FINANCIAL INSTRUMENTS 185

43 CASH FLOW HEDGE 187

44 SIGNIFICANT RELATED PARTY TRANSACTIONS 191

45 FINANCIAL RISK MANAGEMENT 193

46 EVENTS AFTER THE REPORTING PERIOD 200

47 FINANCIAL SUMMARY 200

48 PRIOR YEAR ADJUSTMENT 202

49 ADJUSTMENT TO OPENING BALANCE 202

This report is made solely to the members of CIEL Limited (the “Company”), as a body, in accordance with Section 205 of the Companies Act 2001. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an 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 members 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 group financial statements of CIEL Limited and its subsidiaries (the “Group”) and the Company’s separate financial statements on pages 96 to 202 which comprise the statements of financial position at 30 June 2016, 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 notes.

Directors’ Responsibility 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 Companies Act 2001, and for such internal control as the directors determine is necessary to enable the preparation of the financial statements that are free from material misstatement, whether due to fraud 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’ judgement, 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 Company’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 Company’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial statements.

INDEPENDENT AUDITORS’ REPORTTO THE MEMBERS


Report on the Financial Statements (Continued)

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 96 to 202 give a true and fair view of the financial position of the Group and of the Company at 30 June 2016, and their financial performance and their cash flows for the year then ended in accordance with International Financial Reporting Standards and comply with the Companies Act 2001.

Report on Other Legal and Regulatory Requirements

Companies Act 2001

We have no relationship with, or interests in, the Company or any of its subsidiaries, other than in our capacity as auditors and business advisers and dealings in the ordinary course of business.

We have obtained all information and explanations we have required.

In our opinion, proper accounting records have been kept by the Company as far as it appears from our examination of those records.

Financial Reporting Act 2004

The directors are responsible for preparing the Corporate Governance Report. Our responsibility is to report the extent of compliance with the Code of Corporate Governance as disclosed in the annual report and on whether disclosure is consistent with the requirements of the Code.

In our opinion, the disclosures in the annual report is consistent with the requirements of the Code.

BDO & CO Ameenah Ramdin, FCCA, ACA

Chartered Accountants Licensed by FRC

30 September 2016 Port Louis,

Mauritius.


STATEMENTS OF FINANCIAL POSITION30 J U N E 2016

THE GROUP THE COMPANY

Notes 2016Restated

2015 2016 2015

MUR’000 MUR’000 MUR’000 MUR’000

NON SPECIFIC BANKING ASSETSNon-current assetsProperty, plant and equipment 4 22,146,186 20,284,534 - -

Investment properties 5 1,437,716 1,120,825 - -

Intangible assets 6 3,232,586 3,100,362 - -

Investments in subsidiary companies 7 - - 10,630,964 10,775,217

Investments in joint ventures 8 1,226,806 993,147 985,960 1,093,690

Investments in associated companies 9 5,068,765 4,767,586 2,137,896 2,423,976

Investments in other financial assets 10 225,993 197,818 184,686 164,157

Deposit on investments 11 - - 86,505 56,218

Leasehold rights and land prepayments 12 437,706 423,564 - -

Non-current receivables 13 115,228 170,348 - -

Deferred income tax assets 25 82,212 138,433 - -

33,973,198 31,196,617 14,026,011 14,513,258

Current assetsInventories 14 3,088,659 2,931,990 - -

Trade and other receivables 15 4,805,746 4,332,626 231,930 250,795

Cash and cash equivalents 16 5,583,351 4,460,251 1,852 41,572

13,477,756 11,724,867 233,782 292,367

Non-current assets classified as held for sale 17 19,693 19,693 - -

47,470,647 42,941,177 14,259,793 14,805,625

SPECIFIC BANKING ASSETSNon-current assetLoans and advances to customers 18 3,479,115 2,609,179 - -

Current assetsLoans and advances to customers 18 5,035,548 4,807,383 - -

Investments in securities 19 1,298,545 1,844,931 - -

6,334,093 6,652,314 - -

9,813,208 9,261,493 - -

TOTAL ASSETS 57,283,855 52,202,670 14,259,793 14,805,625

The notes on pages 107 to 202 form an integral part of these financial statements.

Auditors’ report on page 94.


STATEMENTS OF FINANCIAL POSITION30 J U N E 2016


Notes 2016Restated

2015 2016 2015

EQUITY AND LIABILITIES MUR’000 MUR’000 MUR’000 MUR’000

Capital and reservesStated capital 20 4,249,417 4,248,354 4,249,417 4,248,354

Redeemable restricted A shares 21 39,233 39,233 39,233 39,233

Retained earnings 7,026,654 6,936,959 2,595,209 2,555,862

Revaluation, fair value and other reserves 2,774,026 2,748,006 6,291,130 6,515,142

14,089,330 13,972,552 13,174,989 13,358,591

Less treasury shares 20 (255,061) (264,636) (255,061) (264,636)

Owners’ interest 13,834,269 13,707,916 12,919,928 13,093,955

Non-controlling interests 9,749,787 8,426,342 - -

Total equity 23,584,056 22,134,258 12,919,928 13,093,955

NON SPECIFIC BANKING LIABILITIESNon-current liabilitiesBorrowings 24 5,367,355 5,605,242 1,000,050 1,000,050

Deferred tax liabilities 25 1,042,479 1,238,868 - -

Retirement benefit obligations 26 569,774 480,834 - -

Provisions for other liabilities and charges 27 20,469 16,406 - -

7,000,077 7,341,350 1,000,050 1,000,050

Current liabilitiesBorrowings 24 8,952,563 5,810,936 96,948 441,561

Trade and other payables 28 4,195,012 5,129,686 74,889 102,150

Current tax liabilities 29 117,341 117,183 210 410

Proposed dividend 30 167,768 167,499 167,768 167,499

13,432,684 11,225,304 339,815 711,620

20,432,761 18,566,654 1,339,865 1,711,670

SPECIFIC BANKING LIABILITYNon-current liabilityDeposits from customers 31 6,323 6,167 - -

Current liabilityDeposits from customers 31 13,260,715 11,495,591 - -

13,267,038 11,501,758 - -

TOTAL LIABILITIES 33,699,799 30,068,412 1,339,865 1,711,670

TOTAL EQUITY AND LIABILITIES 57,283,855 52,202,670 14,259,793 14,805,625

Net asset value per share MUR 9.07 9.00 8.47 8.60

These financial statements have been approved for issue by the Board of Directors on 30 September 2016.

P. Arnaud Dalais Catherine Mcilraith

Chairman Director




STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOMEY E A R E N D E D 30 J U N E 2016


Notes 2016Restated

2015 2016 2015

MUR’000 MUR’000 MUR’000 MUR’000

REVENUE 32 18,532,552 16,454,941 346,691 381,871

Earnings before interests, taxation, depreciation and amortisation 33 2,735,617 2,580,597 256,455 254,179

Depreciation and amortisation (749,554) (649,973) - -

Earnings before interests and taxation 1,986,063 1,930,624 256,455 254,179

Finance costs 34 (555,110) (326,413) (66,768) (53,866)

Share of results of joint ventures 8(c) 146,998 93,697 - -

Share of results of associates 9(c) 56,254 150,933 - -

Profit before non-recurring items 1,634,205 1,848,841 189,687 200,313

Closure, marketing launch, restructuring,

branding and transaction costs 36 (534,208) (265,249) - -

Increase in fair value of investment properties 5 265,135 - - -

Impairment of goodwill 6 (29,917) - - -

Profit on sale of investment - - 125,115 298,618

Impairment of investment - (17,545) - (175,374)

Fair value gain on business combination 39(b) - 700,622 - -

Profit on sale of properties - 168,552 - -

Profit before taxation 1,335,215 2,435,221 314,802 323,557

Income tax 29 (153,281) (255,154) (1,075) (1,040)

Profit for the year 1,181,934 2,180,067 313,727 322,517




STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOMEY E A R E N D E D 30 J U N E 2016


Notes 2016Restated

2015 2016 2015

MUR’000 MUR’000 MUR’000 MUR’000

Other comprehensive income: 22

Items that will not be reclassified to profit or loss:Gain on revaluation of land and buildings 209,880 823,770 - -

Deferred tax on revaluation gain 25(c) (59,916) (86,951) - -

Share of other comprehensive income of associates - (17,178) - -

Remeasurements of post employment benefit obligations 26 (59,621) (32,139) - -

Deferred tax on remeasurements of post retirement benefit obligations 25(c) 8,170 4,574 - -

Items that may be reclassified subsequently to profit or loss:Change in value of available-for-sale financial assets (14,374) 4,017 (216,115) 2,205,894

Release upon disposal of investment - (2,040) - (176,889)

Share of other comprehensive income of associates and joint ventures (94,116) (70,533) - -

Currency translation differences 67,144 184,406 - -

Cash flow hedges (4,700) 90,226 (3,545) (4,251)

Deferred tax on cash flow hedges 25(c) 8,279 (2,838) - -

Other comprehensive income for the year 60,746 895,314 (219,660) 2,024,754

Total comprehensive income for the year 1,242,680 3,075,381 94,067 2,347,271

Profit attributable to:Owners of the parent 477,150 1,125,990 313,727 322,517

Non-controlling interests 704,784 1,054,077 - -

1,181,934 2,180,067 313,727 322,517

Total comprehensive income attributable to: Owners of the parent 425,803 1,590,950 94,067 2,347,271

Non-controlling interests 816,877 1,484,431 - -

1,242,680 3,075,381 94,067 2,347,271

Earnings per share 37 MUR. 0.31 0.74 0.21 0.21

Earnings per share before non-recurring items 37 MUR. 0.46 0.48 0.12 0.13




STATEMENTS OF CHANGES IN EQUITYY E A R E N D E D 30 J U N E 2016

STATEMENT OF CHANGES IN EQUITYTHE GROUP

NotesStated Capital

Redeemable Restricted A

SharesTreasury

Shares

Share Appreciation

Rights & Other

SchemeFair Value Reserves

Revaluation and Other Reserves

Retained Earnings Total

Non-Controlling Interest

Total Equity

MUR’000 MUR’000 MUR’000 MUR’000 MUR’000 MUR’000 MUR’000 MUR’000 MUR’000 MUR’000

Balance at 1 July 2015

- As previously stated 4,248,354 39,233 (264,636) 38,469 214,278 2,495,259 6,883,231 13,654,188 8,390,208 22,044,396- Prior year adjustment 48 - - - - - - 53,728 53,728 36,134 89,862

- As restated 4,248,354 39,233 (264,636) 38,469 214,278 2,495,259 6,936,959 13,707,916 8,426,342 22,134,258

Profit for the year - - - - - - 477,150 477,150 704,784 1,181,934Other comprehensive income for the year - - - - (23,107) (28,240) - (51,347) 112,093 60,746

Total comprehensive income for the year - - - - (23,107) (28,240) 477,150 425,803 816,877 1,242,680

Issue of shares 20 1,063 - 9,575 (10,638) - - - - - -Issue of shares to non controlling interest 39(a) - - - - - - - - 999,185 999,185Redemption of shares to non controlling interest - - - - - - - - (47,310) (47,310)Change in ownership interest that do not

result in a loss of control 39(a) - - - - - - (36,319) (36,319) 36,319 -Employee share option scheme - - - 6,286 - - - 6,286 - 6,286Dividends 30 - - - - - - (274,380) (274,380) (483,829) (758,209)Other movements - - - - - 94,512 (89,549) 4,963 2,203 7,166

Total transactions with owners of the parent 1,063 - 9,575 (4,352) - 94,512 (400,248) (299,450) 506,568 207,118

Movement in reserves of joint ventures - - - - - (12,793) 12,793 - - -

Balance at 30 June 2016 4,249,417 39,233 (255,061) 34,117 191,171 2,548,738 7,026,654 13,834,269 9,749,787 23,584,056






NotesStated Capital


SharesTreasury

Shares

Share Appreciation

Rights & Other





Total Equity


Balance at 1 July 2015

- As previously stated 4,248,354 39,233 (264,636) 38,469 214,278 2,495,259 6,883,231 13,654,188 8,390,208 22,044,396- Prior year adjustment 48 - - - - - - 53,728 53,728 36,134 89,862

- As restated 4,248,354 39,233 (264,636) 38,469 214,278 2,495,259 6,936,959 13,707,916 8,426,342 22,134,258

Profit for the year - - - - - - 477,150 477,150 704,784 1,181,934Other comprehensive income for the year - - - - (23,107) (28,240) - (51,347) 112,093 60,746

Total comprehensive income for the year - - - - (23,107) (28,240) 477,150 425,803 816,877 1,242,680

Issue of shares 20 1,063 - 9,575 (10,638) - - - - - -Issue of shares to non controlling interest 39(a) - - - - - - - - 999,185 999,185Redemption of shares to non controlling interest - - - - - - - - (47,310) (47,310)Change in ownership interest that do not

result in a loss of control 39(a) - - - - - - (36,319) (36,319) 36,319 -Employee share option scheme - - - 6,286 - - - 6,286 - 6,286Dividends 30 - - - - - - (274,380) (274,380) (483,829) (758,209)Other movements - - - - - 94,512 (89,549) 4,963 2,203 7,166

Total transactions with owners of the parent 1,063 - 9,575 (4,352) - 94,512 (400,248) (299,450) 506,568 207,118

Movement in reserves of joint ventures - - - - - (12,793) 12,793 - - -

Balance at 30 June 2016 4,249,417 39,233 (255,061) 34,117 191,171 2,548,738 7,026,654 13,834,269 9,749,787 23,584,056






NotesStated Capital


SharesTreasury

Shares

Share Appreciation

Rights & Other





Total Equity


Balance at 1 July 2014 4,246,423 39,233 (270,999) 47,180 211,349 1,971,416 5,840,681 12,085,283 5,821,590 17,906,873

Profit for the year - - - - - - 1,125,990 1,125,990 1,054,077 2,180,067Other comprehensive income for the year - - - - 2,929 462,031 - 464,960 430,354 895,314

Total comprehensive income for the year - - - - 2,929 462,031 1,125,990 1,590,950 1,484,431 3,075,381

Issue of shares 20 1,931 - 6,363 (8,294) - - - - - -Issue of shares to non controlling interest - - - - - - - - 880,750 880,750Transfer on lapse of rights - - - (9,458) - - 9,458 - - -Change in ownership interest that do not

result in a loss of control 39(b) - - - - - - 272,182 272,182 346,457 618,639Employee share option scheme - - - 9,041 - - - 9,041 - 9,041Non-controlling interests arising on

Non-controlling interests arising on business combination 39(b) - - - - - - - - 266,914 266,914Dividends 30 - - - - - - (243,611) (243,611) (374,589) (618,200)Other movements - - - - - (5,929) - (5,929) 789 (5,140)

Total transactions with owners of the parent 1,931 - 6,363 (8,711) - (5,929) 38,029 31,683 1,120,321 1,152,004

Movement in reserves of joint ventures - - - - - 67,741 (67,741) - - -

Balance at 30 June 2015 4,248,354 39,233 (264,636) 38,469 214,278 2,495,259 6,936,959 13,707,916 8,426,342 22,134,258






NotesStated Capital


SharesTreasury

Shares

Share Appreciation

Rights & Other





Total Equity


Balance at 1 July 2014 4,246,423 39,233 (270,999) 47,180 211,349 1,971,416 5,840,681 12,085,283 5,821,590 17,906,873

Profit for the year - - - - - - 1,125,990 1,125,990 1,054,077 2,180,067Other comprehensive income for the year - - - - 2,929 462,031 - 464,960 430,354 895,314

Total comprehensive income for the year - - - - 2,929 462,031 1,125,990 1,590,950 1,484,431 3,075,381

Issue of shares 20 1,931 - 6,363 (8,294) - - - - - -Issue of shares to non controlling interest - - - - - - - - 880,750 880,750Transfer on lapse of rights - - - (9,458) - - 9,458 - - -Change in ownership interest that do not

result in a loss of control 39(b) - - - - - - 272,182 272,182 346,457 618,639Employee share option scheme - - - 9,041 - - - 9,041 - 9,041Non-controlling interests arising on

Non-controlling interests arising on business combination 39(b) - - - - - - - - 266,914 266,914Dividends 30 - - - - - - (243,611) (243,611) (374,589) (618,200)Other movements - - - - - (5,929) - (5,929) 789 (5,140)

Total transactions with owners of the parent 1,931 - 6,363 (8,711) - (5,929) 38,029 31,683 1,120,321 1,152,004

Movement in reserves of joint ventures - - - - - 67,741 (67,741) - - -

Balance at 30 June 2015 4,248,354 39,233 (264,636) 38,469 214,278 2,495,259 6,936,959 13,707,916 8,426,342 22,134,258





STATEMENT OF CHANGES IN EQUITY (CONT’D)THE COMPANY

NoteStated Capital


SharesTreasury

SharesHedge

Reserve

Share Appreciation

Rights & Other

SchemesFair Value Reserves

Retained Earnings

Total Equity

MUR’000 MUR’000 MUR’000 MUR’000 MUR’000 MUR’000 MUR’000 MUR’000Balance at 1 July 2015 4,248,354 39,233 (264,636) 3,545 38,469 6,473,128 2,555,862 13,093,955

Profit for the year - - - - - - 313,727 313,727Other comprehensive income for the year - - - (3,545) - (216,115) - (219,660)Total comprehensive income for the year - - - (3,545) - (216,115) 313,727 94,067

Issue of shares 20 1,063 - 9,575 - (10,638) - - -Dividends 30 - - - - - - (274,380) (274,380)Employee share option scheme - - - - 6,286 - - 6,286Total transactions with owners of parent 1,063 - 9,575 - (4,352) - (274,380) (268,094)

Balance at 30 June 2016 4,249,417 39,233 (255,061) - 34,117 6,257,013 2,595,209 12,919,928





STATEMENT OF CHANGES IN EQUITY (CONT’D)THE COMPANY

NoteStated Capital


SharesTreasury

SharesHedge

Reserve

Share Appreciation

Rights & Other

SchemesFair Value Reserves

Retained Earnings

Total Equity

MUR’000 MUR’000 MUR’000 MUR’000 MUR’000 MUR’000 MUR’000 MUR’000Balance at 1 July 2014 4,246,423 39,233 (270,999) 7,796 47,180 4,444,123 2,467,567 10,981,323

Effect of amalgamation - - - - - - (69) (69)

Profit for the year - - - - - - 322,517 322,517Other comprehensive income for the year - - - (4,251) - 2,029,005 - 2,024,754Total comprehensive income for the year - - - (4,251) - 2,029,005 322,517 2,347,271

Issue of shares 20 1,931 - 6,363 - (8,294) - - -Transfer on lapse of rights - - - - (9,458) - 9,458 -Dividends 30 - - - - - - (243,611) (243,611)Employee share option scheme - - - - 9,041 - - 9,041Total transactions with owners of parent 1,931 - 6,363 - (8,711) - (234,153) (234,570)

Balance at 30 June 2015 4,248,354 39,233 (264,636) 3,545 38,469 6,473,128 2,555,862 13,093,955




STATEMENTS OF CASH FLOWSY E A R E N D E D 30 J U N E 2016

THE GROUP THE COMPANYNotes 2016 2015 2016 2015

Cash flows from operating activities MUR’000 MUR’000 MUR’000 MUR’000

Cash generated from operations 38(a) 2,079,344 1,013,850 243,985 175,698

Interest paid (630,428) (431,305) (69,549) (57,814)

Interest received 44,723 24,379 6,837 5,361

Rent received 40,506 22,036 - -

Tax paid 29(b) (314,243) (290,457) (1,275) (1,273)

Net cash generated from operating activities 1,219,902 338,503 179,998 121,972

Cash flows from investing activitiesPurchase of property, plant and equipment 4(a) (2,678,326) (867,855) - -

Purchase of investment properties 5 (1,218) (37,374) - -

Net cash outflow from acquisition of subsidiary companies 39(b) - (2,821,538) - -

Acquisition of subsidiary companies 39(c) - - (105,596) (1,385,448)

Net cash outflow arising on acquisition

of increased interest in subsidiaries - (37,237) - -

Changes in deposit on investments - 11,926 (27,547) 7,677

Purchase of investments in associated companies 9(a) (580,140) (37,287) - (67,391)

Purchase of investments in joint venture 8(a) (86,500) (50,000) - (50,000)

Purchase of available-for-sale financial assets (32,505) (6,336) - (4,689)

Purchase of intangible assets (139,400) (19,827) - -

Net movement in restricted cash 52,185 (52,185) - -

Redemption of investment - - 147,883 1,648

Proceeds from disposal of property, plant and equipment 26,696 49,040 - -

Dividends received from associates 52,796 81,165 - -

Proceeds from disposal of available-for-sale financial assets 6,185 6,804 25 1,585

Proceeds from disposal of held for sale assets - 477,281 - 414,275

Proceeds from disposal of subsidiary companies - - 384,241 380,881

Proceeds from disposal of associated companies 188,766 3,901 - -

Net cash (used in)/generated from investing activities (3,191,461) (3,299,522) 399,006 (701,462)

Cash flow from financing activitiesNet borrowings 2,284,799 1,500,563 (8,000) 916,050

Issue of shares to non controlling interest 999,185 1,536,626 - -

Redemption of shares to non controlling interest (47,310) - - -

Dividends paid to minority (483,829) (326,797) - -

Dividends paid 30 (274,111) (228,220) (274,111) (228,220)

Net cash generated from/(used in) financing activities 2,478,734 2,482,172 (282,111) 687,830

Increase/(decrease) 507,175 (478,847) 296,893 108,340

Movement in cash and cash equivalentsAt July 1, 2,550,088 3,520,181 (391,989) (500,513)

Effect of amalgamation - - - 184

Exchange differences 129,214 (491,246) - -

Increase/(decrease) 507,175 (478,847) 296,893 108,340

At June 30, 38(b) 3,186,477 2,550,088 (95,096) (391,989)

Cash and cash equivalents:

Banking segment 4,516,564 3,309,937 - -

Non banking segment (1,330,087) (759,849) (95,096) (391,989)

3,186,477 2,550,088 (95,096) (391,989)




1. GENERAL INFORMATION

On 24 January 2014, CIEL Investment Ltd has been amalgamated with and into Deep River Investment Ltd (DRI). The surviving company was subsequently renamed CIEL Limited, which is listed on the Stock Exchange of Mauritius.

Its main activity is to provide long term growth and dividend income for distribution to investors.

CIEL Limited invests in a diversified portfolio of equity and equity related investments.

The address of its registered office is 5th Floor, Ebene Skies, Rue de L’Institut, Ebene Cybercity.

These financial statements will be submitted for consideration and approval at the forthcoming Annual Meeting of Shareholders of the Company.

2. BASIS OF PREPARATION

The financial statements of CIEL Limited are prepared in compliance with the Companies Act 2001 and in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standard Board (‘IASB’). The financial statements are prepared on a going concern basis and include the consolidated financial statements of the parent company and its subsidiary companies (The Group) and the separate financial statements of the parent company (The Company).

The preparation of financial statements in conformity with IFRs requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Where necessary comparative figures have been amended to conform to change in presentation in the current year.

A discussion on the Group’s critical accounting judgements and key sources of estimation uncertainty is detailed below. Actual results could differ from those estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period; they are recognised in the period of the revision and future periods if the revision affects both current and future periods.

Amounts in the financial statements are stated in Mauritian Rupees.

IFRS requires the Directors to adopt accounting policies that are the most appropriate to the Group’s circumstances. In determining and applying accounting policies, Directors and management are required to make judgements in respect of items where the choice of specific policy, accounting estimate or assumption to be followed could materially affect the Group’s reported financial position, results or cash flows; it may later be determined that a different choice may have been more appropriate.

This section describes the critical accounting judgements that management has identified as having a potentially material impact on the Group’s consolidated financial statements and sets out the significant accounting policies that relate to the financial statements as a whole. Where an accounting policy is generally applicable to a specific note to the financial statements, the policy is described within that note.

We have also detailed below the new accounting pronouncements that we will adopt in future years and where relevant, the Group is still evaluating the effect of these Standards, amendments to published Standards and Interpretations issued but not yet effective, on the presentation of its financial statements.


NOTES TO THE FINANCIAL STATEMENTSY E A R E N D E D 30 J U N E 2016

2. BASIS OF PREPARATION (CONT’D)

Standards, Amendments to published Standards and Interpretations effective in the reporting period

There are no standards, amendments to published standards and interpretations effective for the first time in the reporting period.

Standards, Amendments to published Standards and Interpretations issued but not yet effective

Certain standards, amendments to published standards and interpretations have been issued that are mandatory for accounting periods beginning on or after 1 January 2016 or later periods, but which the Group has not early adopted.

At the reporting date of these financial statements, the following were in issue but not yet effective:

IFRS 9 Financial Instruments

IFRS 14 Regulatory Deferral Accounts

Accounting for Acquisitions of Interests in Joint Operations (Amendments to IFRS 11)

Clarification of Acceptable Methods of Depreciation and Amortisation (Amendments to IAS 16 and IAS 38)

IFRS 15 Revenue from Contract with Customers

Agriculture: Bearer Plants (Amendments to IAS 16 and IAS 41)

Equity Method in Separate Financial Statements (Amendments to IAS 27)

Sale or Contribution of Assets between an Investor and its Associate or Joint Venture (Amendments to IFRS 10 and IAS 28)

Annual Improvements to IFRS 2012-2014 Cycle

Investment Entities: Applying the Consolidation Exception (Amendments to IFRS 10, IFRS 12 and IAS 28)

Disclosure Initiative (Amendments to IAS 1)

IFRS 16 Leases

Recognition of Deferred Tax Assets for Unrealised Losses (Amendments to IAS 12)

Amendments to IAS 7 Statement of Cash Flows

Clarifications to IFRS 15 Revenue from Contracts with Customers

Classification and Measurement of Share-based Payment Transactions (Amendments to IFRS 2)

Where relevant, the Group is still evaluating the effect of these Standards, amendments to published Standards and Interpretations issued but not yet effective, on the presentation of its financial statements.

IFRS 9 is of particular importance to the banking subsidiary in the Group. In July 2014, the IASB issued IFRS 9 ‘Financial Instruments’, which is the comprehensive standard to replace IAS 39 ‘Financial Instruments: Recognition and Measurement’, and includes requirements for classification and measurement of financial assets and liabilities, impairment of financial assets and hedge accounting.

Classification and measurement

The classification and measurement of financial assets will depend on how these are managed (the entity’s business model) and their contractual cash flow characteristics. These factors determine whether the financial assets are measured at amortised cost, fair value through other comprehensive income (‘FVOCI’) or fair value through profit or loss (‘FVPL’). In many instances, the classification and measurement outcomes will be similar to IAS 39, although differences will arise. For example, under IFRS 9, embedded derivatives are not separated from host financial assets and equity securities are measured at FVPL or, in limited circumstances, at FVOCI. The combined effect of the application of the business model and the contractual cash flow characteristics tests may result in some differences in the population of financial assets measured at amortised cost or fair value compared with IAS 39. The classification of financial liabilities is essentially unchanged. For certain liabilities measured at fair value, gains or losses relating to changes in the entity’s own credit risk are to be included in other comprehensive income.




Impairment

The impairment requirements apply to financial assets measured at amortised cost and FVOCI, and lease receivables and certain loan commitments and financial guarantee contracts. At initial recognition, allowance (or provision in the case of commitments and guarantees) is required for expected credit losses (‘ECL’) resulting from default events that are possible within the next 12 months (‘12-month ECL’). In the event of a significant increase in credit risk, allowance (or provision) is required for ECL resulting from all possible default events over the expected life of the financial instrument (‘lifetime ECL’). Financial assets where 12-month ECL is recognised are considered to be ‘stage 1’; financial assets which are considered to have experienced a significant increase in credit risk are in ‘stage 2’; and financial assets for which there is objective evidence of impairment so are considered to be in default or otherwise credit impaired are in ‘stage 3’.

The assessment of whether credit risk has increased significantly since initial recognition is performed for each reporting period by considering the change in the risk of default occurring over the remaining life of the financial instrument, rather than by considering an increase in ECL.

The assessment of credit risk, and the estimation of ECL, are required to be unbiased and probability-weighted, and should incorporate all available information which is relevant to the assessment including information about past events, current conditions and reasonable and supportable forecasts of future events and economic conditions at the reporting date. In addition, the estimation of ECL should take into account the time value of money. As a result, the recognition and measurement of impairment is intended to be more forward-looking than under IAS 39 and the resulting impairment charge will tend to be more volatile. It will also tend to result in an increase in the total level of impairment allowances, since all financial assets will be assessed for at least 12-month ECL and the population of financial assets to which lifetime ECL applies is likely to be larger than the population for which there is objective evidence of impairment in accordance with IAS 39.

Hedge accounting

The general hedge accounting requirements aim to simplify hedge accounting, creating a stronger link between it and risk management strategy and permitting the former to be applied to a greater variety of hedging instruments and risks. The standard does not explicitly address macro hedge accounting strategies, which are being considered in a separate project. To remove the risk of any conflict between existing macro hedge accounting practice and the new general hedge accounting requirements, IFRS 9 includes an accounting policy choice to remain with IAS 39 hedge accounting.

Transition

The classification and measurement and impairment requirements are applied retrospectively by adjusting the opening balance sheet at the date of initial application, with no requirement to restate comparative periods.

The mandatory application date for the standard as a whole is 1 January 2018, but it is possible to apply the revised presentation for certain liabilities measured at fair value from an earlier date.




(a) Critical accounting judgements and key sources of estimation of uncertainty

Management has identified accounting estimates and assumptions relating to the items below that it considers to be critical due to their impact on the Group’s financial statements.

(i) Impairment of non-financial assets

Assets that have an indefinite useful life (including Goodwill) are not subject to amortisation and are tested annually for impairment. Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the carrying amount of the asset exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell 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 (cash-generating units).

In determining the carrying amount of goodwill, the Group carries out the test on impairment of goodwill on an annual basis. This exercise requires an estimation of the value in use of the cash-generating units to which goodwill is allocated. Estimating a value in use amount requires management to make an estimate of the expected future cash flows from the generating unit and also to choose a suitable discount rate in order to compute the present value of future cash flows.

(ii) Impairment of financial assets

Financial assets classified as available-for-sale

The Group assesses at the end of each reporting period whether there is objective evidence that a financial asset or a Group of financial assets is impaired. In the case of equity investments classified as available-for-sale, a significant or prolonged decline in the fair value of the security below its cost is considered in determining whether the securities are impaired. If any such evidence exists for available-for-sale financial assets, the cumulative loss, measured as the difference between acquisition cost and the current fair value, less any impairment loss on that financial asset previously recognised in equity is removed from equity and recognised in profit or loss.

If the fair value of a previously impaired debt security classified as available-for-sale increases and the increase can be objectively related to an event occurring after the impairment loss was recognised, the impairment loss is reversed and the reversal recognised in profit or loss.

Impairment losses recognised in profit or loss for an investment in an equity instrument classified as available-for- sale are not reversed through profit or loss.

Financial assets carried at amortised cost

For loans and receivables category, the amount of the loss is measured as the difference between the asset’s carrying value and the present value of the estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the financial asset’s original effective interest rate. The carrying value of the asset is reduced and, the amount of the loss is recognised in profit or loss. If a loan or held to maturity investment has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.




(a) Critical accounting judgements and key sources of estimation of uncertainty (cont’d)

(ii) Impairment of financial assets (cont’d)

Financial assets carried at amortised cost (cont’d)

An allowance for loan impairment is established if there is the objective evidence that the Group will not be able to collect all amounts due according to the original contractual terms of the loans.

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 profit or loss to the extent that the carrying amount of the investment at the date of the impairment is reversed does not exceed what the amortised cost would have been had the impairment not been recognised.

(iii) Pension benefits

The present value of the pension obligations depends on a number of factors that are determined on an actuarial basis using a number of assumptions. The assumptions used in determining the net cost (income) for pensions include the discount rate. Any changes in these assumptions will impact the carrying amount of pension obligations.

The Group determines the appropriate discount rate at the end of each year. This is the interest rate that should be used to determine the present value of estimated future cash outflows expected to be required to settle the pension obligations. In determining the appropriate discount rate, the Group considers the interest rates of high-quality corporate bonds that are denominated in the currency in which the benefits will be paid, and that have terms to maturity approximating the terms of the related pension obligation.

Other key assumptions for pension obligations are based in part on current market conditions.

(iv) Revaluation of property, plant and equipment and investment properties

The Group carries its investment properties at fair value, with changes in fair value being recognised in the profit or loss. In addition, it measures land and buildings at revalued amounts with changes in fair value being recognised in other comprehensive income. The fair value is determined by the directors’ valuation based on independent valuation by valuers.

(v) Fair value of securities

The fair value of securities not quoted in an active market may be determined by the Group using valuation techniques including third party transactions values, earnings, net asset value or discounted cash flows, whichever is considered to be appropriate. The Group would exercise judgement and estimates on the quantity and quality of pricing sources used. Changes in assumptions about these factors could affect the reported fair value of financial instruments.





(v) Fair value of securities (cont’d)

Determination of fair value

The fair value of publicly traded available-for-sale securities is based on their market value which is calculated by reference to the Stock Exchange and the Development Enterprise Market (DEM) - quoted prices at the close of business at the end of reporting period except for listed subsidiaries. In assessing the fair value of unquoted investments, the Group uses a combination of discounted cash flow, price to book, earnings multiple, net asset base and dividend yield basis. The valuation policy is summarised below:

For listed subsidiary companies, the fair value is the higher of the market value or share of net asset value.

• 50% stake or more in investee companies - price earnings multiple or discounted cash flow, except for listed subsidiaries, new investments, banks and property companies.

• Less than 50% stake in investee companies - earnings multiple

• Property investee companies - net asset basis whereby properties are revalued on a regular basis on their open market value

• Investments in new ventures are valued at cost for the first year less any impairment loss recognised to reflect irrecoverable amounts

• Investment entities - net asset basis

• Banking sector - mix of price to book and price earnings ratios

• Recent transaction price, where applicable

(vi) Limitation of sensitivity analysis

Sensitivity analysis in respect of market risk demonstrates the effect of a change in a key assumption while other assumptions remain unchanged. In reality, there is a correlation between the assumptions and other factors. It should also be noted that these sensitivities are non-linear and larger or smaller impacts should not be interpolated or extrapolated from these results.

Sensitivity analysis does not take into consideration that the Group’s assets and liabilities are managed. Other limitations include the use of hypothetical market movements to demonstrate potential risk that only represent the Group’s view of possible near-term market changes that cannot be predicted with any certainty.

(vii) Asset lives and residual values

Property, plant and equipment are depreciated over its useful life taking into account residual values, where appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on a number of factors. In reassessing asset lives, factors such as technological innovation, product life cycles and maintenance programmes are taken into account. Residual value assessments consider issues such as future market conditions, the remaining life of the asset and projected disposal values. Consideration is also given to the extent of current profits and losses on the disposal of similar assets.

(viii) Depreciation policies

Property, plant and equipment are depreciated to their residual values over their estimated useful lives. The residual value of an asset is the estimated net amount that the Group would currently obtain from disposal of the asset, if the asset were already of the age and in condition expected at the end of its useful life.

The Directors therefore make estimates based on historical experience and use best judgement to assess the useful lives of assets and to forecast the expected residual values of the assets at the end of their expected useful lives.





(ix) Impairment of assets

Goodwill is considered for impairment at least annually. Property, plant and equipment, and intangible assets are considered for impairment if there is a reason to believe that impairment may be necessary. Factors taken into consideration in reaching such a decision include the economic viability of the asset itself and where it is a component of a larger economic unit, the viability of that unit itself.

Future cash flows expected to be generated by the assets or cash-generating units are projected, taking into account market conditions and the expected useful lives of the assets. The present value of these cash flows, determined using an appropriate discount rate, is compared to the current net asset value and, if lower, the assets are impaired to the present value. The impairment loss is first allocated to goodwill and then to the other assets of a cash-generating unit.

Cash flows which are utilised in these assessments are extracted from formal business plans which are updated annually. The Group utilises the valuation model to determine asset and cash-generating unit values supplemented, where appropriate, by discounted cash flow and other valuation techniques.

(x) Deferred tax on investment properties

For the purposes of measuring deferred tax liabilities or deferred tax assets arising from investment properties, the Directors reviewed the Group’s investment property portfolio and concluded that the 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.

(xi) Provision for slow-moving inventories

Management is required to exercise significant judgement in estimating the provision for slow-moving inventories.

The following are considered to provide for inventories write-off:

- Apply appropriate procedures to identify slow-moving and obsolete stocks;

- Make reasonable and prudent estimates of the prices obtainable in the market in which the goods are expected to be sold at the time at which they will be available for sale; and

- Take into account projected time to completion and sale.

(xii) Determination of functional currency of the Group entities

The determination of the functional currency of the Group’s entities is critical since the way in which every transaction is recorded and whether exchange differences arising are dependent on the functional currency selected. The directors have determined that the functional currency of the company and local subsidiaries is the Mauritian rupee. The choice of the functional currency of the foreign subsidiaries has been based on factors such as the primary economic environment in which each party operates, the currency that mainly influences revenues and costs.

(xiii) Recognition of revenue on sale of Invest Hotel Scheme (‘IHS’)room

Management has considered the detailed criteria for the recognition of revenue on sale of IHS rooms set out in IAS 18 - Revenue, IAS 11 - Construction contracts and IFRIC 15 - Agreements for the Construction of Real Estates. Based on those criteria, management is satisfied that revenue on sale of IHS rooms is recognised under IAS 18.

(b) Significant accounting policies applied to the current reporting period that relate to the financial statements as a whole

The financial statements are prepared under the historical cost convention except that :-

(i) certain property, plant and equipment are carried at revalued amounts;

(ii) investment properties are stated at fair value;

(iii) available-for-sale investments and relevant financial assets and financial liabilities are stated at fair value; and

(iv) loans receivable and relevant financial assets and financial liabilities are carried at amortised cost.




(c) Foreign currencies

(i) Functional and presentation currency

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

(ii) Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing on the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss, except when deferred in equity as qualifying cash-flow hedges and qualifying net investment hedges.

Non-monetary items that are measured at historical cost in a foreign currency are translated using the exchange rate at the date of the transaction.

Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date the fair value was determined.

Translation differences on non-monetary items, such as equities held at fair value through profit or loss, are reported as part of the fair value gain or loss. Translation differences on non-monetary items, such as equities classified as available-for-sale financial assets, are included in the fair value reserve in equity.

(iii) Group companies

The results and financial position of all the Group entities (none of which has the currency of a hyperinflationary economy) that have a functional currency different from that of the presentation currency of the Company, are translated as follows:

(a) assets and liabilities are translated at the closing rate at the end of that statement of financial position;

(b) income and expenses are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions); and

(c) the resulting exchange differences are recognised in other comprehensive income.

On consolidation, exchange differences arising from the translation of the net investment in foreign entities, and of borrowings and other currency instruments designated as hedges of such investments, are taken to shareholders’ equity. In the event of disposal of a foreign operation, such exchange differences are recognised in the profit or loss as part of the gain or loss on sale.

Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate.

(d) Non-recurring items

Non-recurring items are disclosed separately in the financial statements where it is necessary to do so to provide further understanding of the performance of the Group. They are material items of income or expense that have been shown separately due to the significance of their nature or amount.




3. SEGMENT INFORMATION(a) The reportable segments are strategic business units that offer different products and services. They are managed

separately because each business requires different technology and marketing strategies.

The Group has six reportable segments:

Textile derives income mainly from the sale of knitwear, woven and fine knits products.

Agro and Property earns income mainly from sugar production, land and property development.

Hotels and Resorts derives income through the ownership and management of portfolio of hotels.

Financial services derives income mainly from banking, fiduciary products and portfolio management.

Healthcare derives income through the running of healthcare facilities.

CIEL - Holding Company derives income through dividend derived from its investments.

The accounting policies of the operating segments are the same as those described in the summary of significant accounting policies. The Group evaluates performance on the basis of profit or loss from operations.

THE GROUP

Year ended 30 June 2016 Textile

Agro & Property

Hotels & Resorts

Financial Services Healthcare

Holding Company

Eliminations/ Unallocated Total

MUR’000 MUR’000 MUR’000 MUR’000 MUR’000 MUR’000 MUR’000 MUR’000

Interest income 23,990 5,975 - 1,464,225 6,981 1,360 (40,117) 1,462,415Other segment revenues 10,483,829 80,691 4,989,237 467,335 1,217,237 345,331 (513,522) 17,070,137Total revenue 10,507,819 86,666 4,989,237 1,931,560 1,224,218 346,691 (553,639) 18,532,552Earnings before interest and taxation 937,745 18,760 356,965 690,527 111,921 256,455 (386,310) 1,986,063Finance costs (76,167) (15,900) (382,996) (34,435) (19,162) (66,768) 40,318 (555,110)Share of result of joint ventures - 387 (8,299) 154,910 - - - 146,998Share of result of associates - 55,379 (6,798) 16,342 (8,668) - - 56,254

861,578 58,625 (41,128) 827,344 84,091 189,687 (345,992) 1,634,205Increase in fair value of investment properties - 127,830 - 137,305 - - - 265,135Closure, marketing launch, restructuring, branding and transaction costs - - (534,208) - - - - (534,208)Impairment of goodwill - - - (29,917) - - - (29,917)Profit before taxation 861,578 186,455 (575,336) 934,732 84,091 189,687 (345,992) 1,335,215

Income tax (153,281)Profit for the year 1,181,934

Assets excluding Associates & Joint Ventures 9,772,219 2,503,755 20,218,902 17,035,983 1,873,468 11,135,937 (11,551,979) 50,988,284Joint Ventures - (3,129) 60,231 1,169,704 - - - 1,226,806Associated Companies - 3,506,925 808,259 306,820 446,761 - - 5,068,765Segment Assets 9,772,219 6,007,551 21,087,392 18,512,507 2,320,229 11,135,937 (11,551,979) 57,283,855

Segment Liabilities 5,048,532 289,973 12,381,103 14,902,444 566,936 1,339,865 (829,054) 33,699,799

Capital Expenditure 905,171 6,617 1,568,756 147,979 49,884 - - 2,678,407Depreciation and Amortisation (215,728) (14,740) (356,894) (100,112) (62,080) - - (749,554)


NOTES TO THE FINANCIAL STATEMENTSY E A R E N D E D 30 J U N E 2 01 6

3. SEGMENT INFORMATION (CONT’D)

THE GROUP

Year ended 30 June 2015 (Restated) Textile

Agro & Property

Hotels & Resorts

Financial Services Healthcare

Holding Company

Eliminations/ Unallocated Total


Interest income 11,976 1,192 8,182 37,366 - 5,361 (39,595) 24,482Other segment revenues 10,119,098 76,985 4,205,829 1,891,700 288,589 376,510 (528,252) 16,430,459Total revenue 10,131,074 78,177 4,214,011 1,929,066 288,589 381,871 (567,847) 16,454,941Earnings before interest and taxation 924,845 20,781 334,551 804,489 13,370 254,179 (421,591) 1,930,623Finance costs (67,642) (13,766) (205,628) (24,429) (2,378) (53,866) 41,296 (326,413)Share of result of joint ventures - 399 (3,418) 96,716 - - - 93,697Share of result of associates - 104,202 27,948 7,931 10,852 - - 150,933

857,203 111,616 153,453 884,707 21,844 200,313 (380,295) 1,848,840Profit on sale of properties - 168,552 - - - - - 168,552Closure, marketing launch, restructuring, branding and transaction costs - - (265,249) - - - - (265,249)Gain on remeasurement of equity interest - - 604,501 - 67,686 - 28,436 700,623Impairment of non-current assets held for sale - - - - - (175,374) 157,829 (17,545)Profit before taxation 857,203 280,167 492,705 884,707 89,530 24,939 (194,030) 2,435,221

Income tax (255,154)Profit for the year 2,180,067

Assets excluding Associates & Joint Ventures 8,860,973 2,591,800 19,413,938 14,871,908 1,995,860 14,805,687 (16,098,229) 46,441,936Joint Ventures - (3,524) 45,000 951,671 - - - 993,147Associated Companies - 3,521,571 815,092 429,692 1,231 - - 4,767,586Segment Assets 8,860,973 6,109,847 20,274,030 16,253,271 1,997,091 14,805,687 (16,098,229) 52,202,670

Segment Liabilities 4,518,284 347,791 10,409,652 12,825,258 1,022,579 1,711,671 (766,822) 30,068,412

Capital Expenditure 342,141 9,881 446,006 83,216 8,711 - - 889,955Depreciation and Amortisation (201,266) (14,196) (323,658) (97,271) (13,582) - - (649,973)



3. SEGMENT INFORMATION (CONT’D)

THE GROUPGeographical information

Revenues from External Customers Non-Current Assets

2016 2015 2016 2015

MUR’000 MUR’000 MUR’000 MUR’000

Mauritius 14,534,964 11,777,011 25,576,735 23,834,684

Madagascar 1,480,734 1,487,559 4,350,912 3,716,251

Asia 2,068,598 1,909,582 501,397 465,482

Maldives 31,545 527,545 3,543,732 3,169,686

South Africa 416,711 753,244 422 10,514

18,532,552 16,454,941 33,973,198 31,196,617

Revenues from external customers are presented based on the respective subsidiaries’ country of domicile.

4. PROPERTY, PLANT AND EQUIPMENT

Accounting policies

Land and buildings are stated at their fair value based on periodic valuations by directors of the Group subsequent to valuation carried out by external valuers, less subsequent depreciation for buildings. Any accumulated depreciation at the date of revaluation is eliminated against the gross carrying amount of the asset and the net amount is restated to the revalued amount of the asset. All other property, plant and equipment is stated at historical cost less depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of the items.

Subsequent costs are included in the assets’ carrying amount or recognised as a separate asset as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably.

Increases in the carrying amount arising on revaluation are credited to other comprehensive income and shown as revaluation surplus in shareholders’ equity. Decreases that offset previous increases of the same asset are charged against revaluation surplus directly in equity; all other decreases are charged to profit or loss.

Properties in the course of construction for production, administrative purposes or for purposes not yet determined are carried at cost less any recognised impairment loss. Cost includes professional fees and for qualifying assets borrowing costs capitalised. Depreciation of these assets, on the same basis as other property assets, commences when the assets are ready for their intended use.

Depreciation is calculated on the straight-line method to write off the cost or revalued amounts of the assets to their residual values over their estimated useful lives as follows:

Rate per annum

Buildings 2% to 5%Buildings on leasehold land 2%Plant, equipment and machinery 10% to 20%Motor vehicles and boats 20%Furniture, fittings and equipment 5% to 20%Deer farming buildings and equipment 2.5% to 10%Office, computer and other equipment 10% to 33%

Land is not depreciated.

The assets’ residual values, useful lives and depreciation method are reviewed, and adjusted prospectively, if appropriate at end of each reporting period. 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 disposals of property, plant and equipment are determined by comparing proceeds to carrying amount and are included in profit or loss. On disposal of revalued assets, the amounts included in revaluation surplus are transferred to retained earnings.



4. PROPERTY, PLANT AND EQUIPMENT (CONT’D)Gains and losses on disposals of property, plant and equipment are determined by comparing proceeds with carrying amount and are included in profit or loss.

On disposal of revalued assets, the amounts included in revaluation surplus are transferred to retained earnings.

(a) THE GROUP

NotesLand and Buildings

Plant and

MachineryMotor

Vehicles

Furniture Fittings &

Equipment

Office and Other

Equipment

Deer Farming

Buildings & Equipment Total

MUR’000 MUR’000 MUR’000 MUR’000 MUR’000 MUR’000 MUR’000

COST OR VALUATIONAt 1 July 2015 18,713,899 4,651,214 253,799 2,977,336 687,741 41,178 27,325,167Opening balance adjustment 49 (70,952) 105,230 (264) (196,791) (30) - (162,807)Revaluation surplus 209,880 - - - - - 209,880Additions 1,813,157 595,624 63,546 123,629 76,452 5,918 2,678,326Transfer to investment properties (50,538) - - - - - (50,538)Transfer to intangible assets - - - - (12,745) - (12,745)Transfer from work in progress 1,181 5,900 - (7,256) 175 - -Transfers (262,149) (259,476) 37 124,244 333,278 - (64,066)Write offs (27,042) (96,309) - (232,172) (195,217) - (550,740)Reclassification (370) 105,600 - (105,230) - - -Translation adjustment (105,994) (111) (2,241) 132,086 4,540 - 28,280Disposals (13,340) (107,081) (35,962) (35,160) (13,877) - (205,420)

At 30 June 2016 20,207,732 5,000,591 278,915 2,780,686 880,317 47,096 29,195,337

DEPRECIATIONAt 1 July 2015

-As previously reported 846,676 3,298,060 164,447 2,133,373 563,484 22,212 7,028,252- Prior year adjustment 12,381 - - - - - 12,381

- As restated 859,057 3,298,060 164,447 2,133,373 563,484 22,212 7,040,633Opening balance adjustment 49 658 76,309 (50) (171,371) 64 - (94,390)Charge for the year 276,503 221,336 33,873 165,685 81,630 1,761 780,788Transfer to intangible assets 8,994 (188,954) 297 (4,820) 179,026 - (5,457)Write offs (2,668) (95,722) - (210,280) (188,938) - (497,608)Translation adjustment (994) 3,334 (1,329) 197 3,625 - 4,833Disposal adjustments - (99,548) (33,022) (33,826) (13,252) - (179,648)

At 30 June 2016 1,141,550 3,214,815 164,216 1,878,958 625,639 23,973 7,049,151

NET BOOK VALUESAt 30 June 2016 19,066,182 1,785,776 114,699 901,728 254,678 23,123 22,146,186

Split as follows:Banking segment 676,052 58,690 25,970 22,619 28,087 - 811,418Non-banking segment 18,390,130 1,727,086 88,729 879,109 226,591 23,123 21,334,768

19,066,182 1,785,776 114,699 901,728 254,678 23,123 22,146,186



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

(b) THE GROUP

NotesLand and Buildings

Plant and

MachineryMotor

Vehicles

Furniture Fittings &

Equipment

Office and Other

Equipment

Deer Farming

Buildings & Equipment Total


COST OR VALUATIONAt 1 July 2014 13,067,211 4,229,748 217,288 1,914,172 570,333 38,273 20,037,025Acquisition of subsidiaries 39 4,477,980 315,163 29,546 1,027,691 78,971 - 5,929,351Additions 597,562 150,000 41,101 71,716 26,671 2,905 889,955Reclassification (26,153) 5,391 - (608) 21,370 - -Translation adjustment 15,043 13,612 (16,974) 11,918 5,692 - 29,291Revaluation surplus 599,416 - - - - - 599,416Disposals (17,160) (62,700) (17,162) (47,553) (15,296) - (159,871)

At 30 June 2015 18,713,899 4,651,214 253,799 2,977,336 687,741 41,178 27,325,167

DEPRECIATIONAt 1 July 2014 885,682 2,979,100 136,319 1,294,846 458,776 19,979 5,774,702Acquisition of subsidiaries 39 51,733 178,106 21,883 712,316 59,213 - 1,023,251Charge for the year 208,598 207,835 26,832 127,209 46,013 2,233 618,720Reclassification (1,717) 790 (1,126) (67) 2,120 - -Translation adjustment (58,596) (16,883) (4,172) 6,650 4,404 - (68,597)Revaluation adjustments (224,354) - - - - - (224,354)Disposal adjustments (2,289) (50,888) (15,289) (7,581) (7,042) - (83,089)

At 30 June 2015 859,057 3,298,060 164,447 2,133,373 563,484 22,212 7,040,633

NET BOOK VALUESAt 30 June 2015 17,854,842 1,353,154 89,352 843,963 124,257 18,966 20,284,534

Split as follows:Banking segment 349,620 45,725 21,539 18,085 25,823 - 460,792Non-banking segment 17,505,222 1,307,429 67,813 825,878 98,434 18,966 19,823,742

17,854,842 1,353,154 89,352 843,963 124,257 18,966 20,284,534

(c) If the land and buildings were stated on the historical cost basis, the amounts would be as follows:

THE GROUP

2016 2015

MUR’000 MUR’000

Net book value 12,329,131 12,155,234




(d) The land and buildings are further classified as follows:

Freehold land &

building

Buildings on Leasehold

LandAsset Under

Construction Total

MUR’000 MUR’000 MUR’000 MUR’000

VALUATIONAt 30 June 2014 11,735,065 1,244,737 87,409 13,067,211Acquisition of subsidiaries 4,434,590 - 43,390 4,477,980Additions 40,322 20,338 536,902 597,562Reclassification 49,898 - (76,051) (26,153)Translation adjustment 21,246 - (6,203) 15,043Revaluation surplus 468,150 131,266 - 599,416Disposals (5,106) (9,742) (2,312) (17,160)

At 30 June 2015 16,744,165 1,386,599 583,135 18,713,899Adjustment to opening balance (70,952) - - (70,952)Acquisition of subsidiaries - - - -Additions 446,973 11,640 1,354,544 1,813,157Reclassification 13,532 6,665 (20,567) (370)Transfers 883,514 1,181 (1,190,327) (305,632)Translation adjustment (115,278) (20) 3,430 (111,868)Revaluation surplus 209,880 - - 209,880Write offs (27,042) - - (27,042)Disposals (13,179) (161) - (13,340)

At 30 June 2016 18,071,613 1,405,904 730,215 20,207,732

DEPRECIATIONAt 30 June 2014 673,622 204,870 7,190 885,682Acquisition of subsidiaries 51,733 - - 51,733Charge for the year 178,180 21,504 4,804 204,488Reclassification (1,823) 106 - (1,717)Translation adjustment (54,486) - - (54,486)Revaluation adjustments (144,453) (79,901) - (224,354)Disposal adjustments (1,622) (667) - (2,289)

At 30 June 2015 701,151 145,912 11,994 859,057Adjustment to opening balance 658 - - 658Transfers 8,994 - - 8,994Charge for the year 259,712 16,791 - 276,503Translation adjustment (409) 6,606 (7,191) (994)Write offs (2,668) - - (2,668)

At 30 June 2016 967,438 169,309 4,803 1,141,550

NET BOOK VALUESAt 30 June 2016 17,104,175 1,236,595 725,412 19,066,182At 30 June 2015 16,043,014 1,240,687 571,141 17,854,842




(e) Leased assets included above also comprise the following:

THE GROUP Plant &

Machinery Motor

Vehicles Furniture &

Fittings Office

Equipment

2016 MUR’000 MUR’000 MUR’000 MUR’000

Cost - capitalised finance leases 282,236 56,296 90,820 4,639Accumulated depreciation (95,961) (41,224) (34,904) (4,041)

Net book amount 186,275 15,072 55,916 598

2015Cost - capitalised finance leases 296,084 57,676 90,819 4,639Accumulated depreciation (89,134) (37,227) (19,513) (2,701)

Net book amount 206,950 20,449 71,306 1,938

(f) Fair value of land and buildings

The Group carries its land and buildings at fair value. The revaluation surplus net of applicable deferred income taxes was credited to other comprehensive income and shown in ‘revaluation surplus’ in statements of changes in equity.

Details of the Group’s land and buildings measured at fair value and information about the fair value hierarchy as at 30 June 2016 are as follows:

Level 2 Level 3MUR’000 MUR’000

THE GROUP2016Freehold land and buildings 6,090,888 11,013,195Buildings on leasehold land - 1,236,687

6,090,888 12,249,882

2015Freehold land and buildings 5,485,791 10,557,223Buildings on leasehold land - 1,240,687

5,485,791 11,797,910

The Group’s main land and buildings were last revalued on the following dates:

Hotel segment 30 June 2015

Textile segment 30 June 2014

Ferney Ltd 30 June 2016

Banking segment 30 June 2016

Healthcare segment 30 June 2015

Hotel segment

Freehold land and buildings were revalued on 30 June 2015 by Broll Indian Ocean Limited, Chartered Valuer. Sales prices of comparable land in close proximity are adjusted for differences in key attributes such as property size. The most significant input into this valuation approach is price per square metre.




Hotel segment (cont’d)

Freehold land have been valued taking into consideration comparable sales evidences. The basis of valuation in estimating the market value has been undertaken 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 Accounting Standards (IASs) published by the International Accounting Standards Board (IASB).

The buildings, structures and site improvement have been valued on a depreciated replacement cost basis taking into consideration their replacement cost, with adjustments being made for age and condition.

Included in freehold land and building is a building of one of the subsidiaries in Maldives with a carrying amount of MUR 1,198M as at 30 June 2016. The Directors are of opinion that the carrying amount of the buildings approximates their fair value as at reporting date.

Textile segment

At 30 June 2014, an independent valuation was performed by independent qualified valuers, SDDS Sworn Land Surveyors, Ratsimbazafy Ihanta Evelyne and Advisory Valuation & Consultancy for land and buildings held in Mauritius, Madagascar and India.

The external valuations of level 3 land and buildings have been performed using:

(i) sales comparison approach, and

(ii) replacement cost less depreciation approach, where there are limited or no similar sites in the vicinity in which the land and buildings of the Group are located.

The external valuers have determined the unobservable inputs based on the size, age and condition of the land and buildings, the state of the local economy and comparable prices where relevant.

Information about fair value measurements for the textile cluster using significant unobservable inputs

(Level 3)

Description

Fair Value at 30 June

Valuation Techniques

Unobservable Inputs

Range of Unobservable Inputs (probability-weighted

average)2016 2015

MUR’000 MUR’000 MUR

Manufacturing sites – Mauritius 1,184,618 1,180,874

Sales comparison and replacement cost less depreciation approach

Price per square metre

MUR 332 - MUR 3,419/square metre (land) and MUR 1,906 - MUR 248,564/ square metre (buildings)

Manufacturing sites – Madagascar 482,558 477,022

MGA 135K - MGA 800K/square metre (land) and MGA 397K (buildings)

Manufacturing sites – Asia 453,840 215,408

Price per acres and square feet

INR 6.2M/acre (land) and INR 1,450/square feet (buildings)




Ferney Ltd

At 30 June 2016, an independent valuation was performed by independent qualified valuers, Société d’Hotman de Spéville. Valuations were made on an open market value less a 33% discount. The fair value of the land was derived using the sales comparison approach. Estimates of values for each category of land is based on land transactions in the vicinity.

Fair value Range

Significant valuation input: 2016MUR’000 MUR’000

Price per hectare - land857,768

1,408 - 14,000

Banking segment

At 30 June 2016, an independent valuation was performed by an independent qualified valuer, Ratsimbazafy Ihanta Evelyne for land and buildings located at the headquarters in Madagascar. Land and buildings located elsewhere in Madagascar have been revalued by Pack Immo, independent qualified valuers.

The properties were valued at MUR 676M. The external valuations have been performed using sales comparison approach and depreciated replacement cost basis.

Healthcare segment

The land and buildings are classified as level 3 on the fair value hierarchy and the fair value is derived using the sales comparison approach. Sales prices of comparable properties in close proximity are adjusted for differences in key attributes such as property size, access, topography and other stringent adverse physical conditions. The Medical and Surgical Centre Ltd Group revalued its land and buildings in the previous financial year and engaged Noor Dilmohamed & Associates, Certified Practicing Valuer. Values were discounted by 33% following directors valuation. The IMG Group engaged Messrs PBR Real Estate Ltd independent valuers to value its properties in October 2014.

The main inputs used in the valuation approach ranged as follows:

Fair value Mauritius2016 Range

MUR’000 MUR

Price per square metres (sqm)542,111

2,500 - 24,000

Relationships of unobservable input to fair value

The higher the price per square metre and acre, the higher the fair value.

(g) Leased assets are pledged as securities for the related finance lease liabilities.

(h) Bank borrowings are secured by fixed and floating charges over the assets of the Group.

(i) The acquisition of property, plant and equipment includes purchases under finance lease obligation amounting to MUR 1.5M.



5. INVESTMENT PROPERTIES

Accounting policies

Investment properties, held to earn rentals or for capital appreciation or both and not occupied by the Group are measured initially at cost, including transaction costs. Subsequent to initial recognition, investment properties are carried at fair value, representing open-market value as determined periodically by the directors subsequent to the valuation carried out by external valuer. Changes in fair values are included in profit or loss. When the use of property changes such that it is reclassified as property, plant and equipment, its fair value at the date of reclassification becomes its cost for subsequent accounting.

THE GROUP2016 2015

Fair value model MUR’000 MUR’000

At 1 July 1,120,825 1,083,451

Addition 1,218 37,374

Transfer from land & buildings 50,538 -

Increase in fair value 265,135 -

At 30 June 1,437,716 1,120,825

Banking segment 138,786 -

Non-banking segment 1,298,930 1,120,825

1,437,716 1,120,825

(a) In June 2016 the investment properties of Ferney Ltd was revalued by Société d’Hotman de Spéville, a qualified valuer. The fair value was determined on an open market basis by reference to land transactions in the vicinity less a 33% discount.

The investment properties are classified as level 3 on the fair value hierarchy.

Fair value

RangeSignificant valuation input: 2016MUR’000 MUR’000

Price per hectare - land1,121,582

1,408 - 14,000

(b) The investment properties of BNI Madagascar were valued in April 2016 at fair value by Cabinet Razafindratandra, an independent professionally qualified valuer. The fair value was determined on an open-market basis by reference to market evidence of transaction prices for similar properties and are classified as level 2. The land is valued at MUR 95.4M and the buildings are valued at MUR 43.4M.

2016 2015

MUR’000 MUR’000

Rental income 40,506 22,036

Direct operating expenses arising from investment properties that generate rental income (852) (1,837)

The Group has pledged some of its investment properties to secure general banking facilities granted to the Group.



6. INTANGIBLE ASSETS

Accounting policies

Goodwill

Goodwill arising on an acquisition of a business is carried at cost as established at the date of acquisition of the business less accumulated impairment losses, if any.

Goodwill is tested annually for impairment. On disposal of a subsidiary, the attributable amount of goodwill is included in the determination of the gains and losses on disposal.

Goodwill is allocated to cash generating units for the purpose of impairment testing.

Computer software

Acquired computer software licences are capitalised on the basis of costs incurred to acquire and bring to use the specific software and are amortised using the straight line method over their estimated useful lives (2 - 4 years).

Costs associated with developing or maintaining computer software are recognised as an expense as incurred.

Costs that are directly associated with the production of identifiable and unique software controlled by the Group and that will generate economic benefits exceeding costs beyond one year, are recognised as intangible assets.

Direct costs include the software development employee costs and an appropriate portion of relevant overheads.

Computer software development costs recognised as assets are amortised over their estimated useful lives, not exceeding 3 years.

Computer Software

Development Cost Goodwill Total

(a) THE GROUP MUR’000 MUR’000 MUR’000 MUR’000

2016COST

At 1 July 2015

-As previously reported 258,533 3,797 2,831,430 3,093,760

- Prior year adjustment - - 191,012 191,012

- As restated 258,533 3,797 3,022,442 3,284,772Consolidation adjustment - - 18,676 18,676Additions 139,400 - - 139,400Transfer from plant & equipment 12,745 - - 12,745Translation adjustment (3,632) 58 32,788 29,214Write off (23,411) - (904) (24,315)

At 30 June 2016 383,635 3,855 3,073,002 3,460,492

AMORTISATIONAt 1 July 2015 178,807 2,488 3,115 184,410Transfer from plant & equipment 5,457 - - 5,457Charge for the year 30,881 1,322 - 32,203Translation adjustment (1,126) 45 - (1,081)Impairment - - 29,917 29,917Write off (23,000) - - (23,000)

At 30 June 2016 191,019 3,855 33,032 227,906

NET BOOK VALUESAt 30 June 2016 192,616 - 3,039,970 3,232,586

Broken down as follows:Banking segment 92,312Non-banking segment 3,140,274

3,232,586



6. INTANGIBLE ASSETS (CONT’D)

Computer Software

Development Cost Goodwill Total

MUR’000 MUR’000 MUR’000 MUR’000

THE GROUP2015

COSTAt 1 July 2014 239,923 4,435 1,770,123 2,014,481Acquisition of subsidiaries 127 - 1,009,533 1,009,660Additions 31,501 262 - 31,763Translation adjustment (8,030) (900) 242,786 233,856Write off (4,988) - - (4,988)

At 30 June 2015 258,533 3,797 3,022,442 3,284,772

AMORTISATIONAt 1 July 2014 168,413 1,081 3,115 172,609Acquisition of subsidiaries 127 - - 127Charge for the year 20,083 2,038 - 22,121Translation adjustment (6,513) (631) - (7,144)Write off (3,303) - - (3,303)

At 30 June 2015 178,807 2,488 3,115 184,410

NET BOOK VALUESAt 30 June 2015 79,726 1,309 3,019,327 3,100,362

Broken down as follows:Banking segment 90,584Non-banking segment 3,009,778

3,100,362

(b) Goodwill relating to the Hotel segment, has been allocated for impairment testing purposes to the following cash generating units (‘CGU’)

2016Restated

2015

MUR’000 MUR’000

Tour Operator CGU - Solea Vacances SA (note i) 7,461 6,057

Hotel property CGU - Property companies - Maldives (note i) 1,749,580 1,718,274

Hotel property CGU - Anahita Hotel Ltd (note ii) 223,689 223,689

1,980,730 1,948,020

(i) The recoverable amount of these CGU are determined based on its value-in-use. The expected future net flows for 8 years has been discounted at an appropriate discount rate and added to the estimated terminal value. The discount rate calculation is based on the specific circumstances of the CGU and is derived from its weighted average cost of capital (“WACC”) of 9.7%. The terminal value has been computed by capitalising the net income prevailing at the end of the cash flow projections, using a perpetual growth rate of 3% and discounting at an appropriate rate.



6. INTANGIBLE ASSETS (CONT’D)

(ii) The recoverable amount of hotel property CGU - Anahita Hotel Limited was based on the discounted cash flow method, taking into account the free cash flow projections of financial budgets approved by management covering an eight year span. Value of free cash flow at perpetuity has been assumed using a growth rate of 3%. The future cash flows are discounted to present value based on a discount rate of 11.02%.

(c) Goodwill relating to the Healthcare segment, has been allocated for impairment testing purposes to the following cash generating units (‘CGU’)

2016 2015

MUR’000 MUR’000

IMG (note iii) 556,631 537,955

The Medical & Surgical Centre (note iv) 240,380 240,380

797,011 778,335

(iii) The recoverable amount of these CGU are determined based on value-in-use. The expected future cash flows for 10 years have been discounted at an appropriate discount rate and added to the estimated terminal value. The discount rate calculation is based on specific circumstances of the CGU and a rate of 14.6% has been estimated. The terminal value has been computed by capitalising the net income prevailing at the end of the cash flow projections, using a growth rate of 5% and discounting at an appropriate rate.

(iv) The recoverable amount of this CGU has been determined using its market price at 30 June 2016, as it is a quoted company.

(d) Goodwill amounting to MUR 180M relates to CGUs operating in the financial services segment. An impairment of MUR 30M has been recognised and the recoverable amount has been based on a recent transaction.

7. INVESTMENTS IN SUBSIDIARY COMPANIESAccounting policies

Separate financial statements

In the separate financial statements of the investor, investments in subsidiary companies are carried at fair value. The carrying amount is reduced to recognise any impairment in the value of individual investments.

Consolidated financial statements

Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.

The acquisition method of accounting is used to account for business combinations by the Group. The consideration transferred for the acquisition of a subsidiary is the fair value of the assets transferred, the liabilities incurred and the equity interests issued by the Group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Acquisition-related costs are expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. On an acquisition-by-acquisition basis, the Group recognises any non-controlling interest in the acquiree either at fair value or at the non-controlling interest’s proportionate share of the acquiree’s net assets.



7. INVESTMENTS IN SUBSIDIARY COMPANIES (CONT’D)

The excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over the fair value of the identifiable net assets acquired is recorded as goodwill. If this is less than the fair value of the net assets of the subsidiary acquired in the case of a bargain purchase, the difference is recognised directly in profit or loss as a bargain purchase gain.

Inter-company transactions, balances and unrealised gains on transactions between Group companies are eliminated. Unrealised losses are also eliminated. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.

Transactions with non-controlling interests

The Group treats transactions with non-controlling interests as transactions with equity owners of the Group.

For purchases from non-controlling interests, the difference between any consideration paid and the relevant share acquired of the carrying value of net assets of the subsidiary is recorded in equity. Gains or losses on disposals to non-controlling interests are also recorded in equity.

Disposal of subsidiaries

When the Group ceases to have control, any retained interest in the entity is remeasured to its fair value, with the change in carrying amount being recognised in profit and loss. The fair value is the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously recognised in other comprehensive income in respect of that entity are accounted for as if the Group had directly disposed of the related assets and liabilities. This may mean that amounts previously recognised in other comprehensive income are reclassified to profit or loss.

2016(a) THE COMPANY MUR’000 MUR’000

VALUATION Level 3 Total

At 1 July 10,775,217 10,775,217Additions 105,596 105,596Redemption (142,690) (142,690)Disposal (259,126) (259,126)Fair value adjustment 151,967 151,967At 30 June 10,630,964 10,630,964Proceeds from disposal 384,241 384,241

Equity securities at fair value include:

- Listed 7,167,537- Unlisted 3,463,427

10,630,964




2015

THE COMPANY MUR’000 MUR’000 MUR’000

VALUATION Level 2 Level 3 Total

At 1 July 342,063 7,085,246 7,427,309Transfer * (342,063) 342,063 -Additions - 1,096,605 1,096,605Disposal - (259,126) (259,126)Effect of amalgamation - (100,155) (100,155)Fair value adjustment - 2,122,721 2,122,721Transfer from investments in associated companies - 487,863 487,863

At 30 June - 10,775,217 10,775,217

Equity securities at fair value include:7,107,963

- Listed 3,667,254

- Unlisted 10,775,217

*The transfer to level 3 relates to valuation of investments which involves a significant amount of unobservable data.



7. INVESTMENTS IN SUBSIDIARY COMPANIES (CONT’D)(b) The list of the Group’s significant subsidiaries is as follows:

Percentage Holding

Name of subsidiary company 2016

Class of Shares

Year End

Denomi-nated

Currency

Stated Capital

Indirect Direct Proportion of ownership

interests held by non- controlling interests”

Country of incorporation

Main business

CIEL LIMITED 000’s % % %Azur Financial Services Limited Ordinary 30 June, MUR 250 100.00 - - Mauritius TreasuryBNI Madagascar SA** Ordinary 31 December, MGA 10,800,000 23.88 - 76.12 Madagascar BankingBois des Amourettes Limited Ordinary 30 June, MUR 1 - 100.00 - Mauritius Non-tradingBois des Amourettes Limited Preference 30 June, MUR - - 100.00 - Mauritius Non-trading

CIEL Corporate Services Ltd Ordinary 30 June, MUR 25 - 100.00 - MauritiusManagement services

CIEL Finance Limited Ordinary 30 June, MUR 2,047,906 - 75.10 24.90 Mauritius InvestmentCIEL Healthcare Limited Ordinary 30 June, MUR 1,490,895 - 53.88 46.12 Mauritius InvestmentCIEL Healthcare Africa Limited Ordinary 31 December, USD - 53.88 - 46.12 Mauritius

Management services

CIEL Healthcare (EA) Limited Ordinary 31 December, USD 7,002 53.88 - 46.12 Mauritius InvestmentCIEL Properties Limited Ordinary 30 June, MUR 47 - 100.00 - Mauritius PropertyCIEL Properties Limited Preference 30 June, MUR - - 100.00 - Mauritius PropertyCIEL Textile Limited Ordinary 30 June, MUR 685,865 - 56.31 43.69 Mauritius InvestmentEbène Skies Ltd Ordinary 30 June, MUR 222,001 - 100.00 - Mauritius Property Ferney Limited Ordinary 30 June, MUR 320,797 - 71.06 28.94 Mauritius Property Mitco Fund Services Ltd Ordinary 30 June, MUR 1,000 22.33 - 77.67 Mauritius RegistryHalifax International Limited** Ordinary 30 June, MUR - 44.65 - 55.35 Mauritius Non-tradingHealthcare East Africa Limited Ordinary 31 December, USD 5,400 53.88 - 46.12 Mauritius InvestmentIndian Ocean Financial Holdings Ltd Ordinary 31 December, EUR 18,911 43.88 - 56.12 Mauritius InvestmentInvestment Professionals Ltd ** Ordinary 30 June, MUR 10,500 41.68 - 58.32 Mauritius

Investment adviser

IPRO Fund Management Ltd ** Ordinary 30 June, MUR 5,000 41.68 - 58.32 Mauritius CIS managerIPRO Botswana (Pty) Limited** Ordinary 30 June, BWP 1,832 25.01 - 74.99 Botswana

Fund management

IPRO Stockbroking Ltd ** Ordinary 30 June, MUR 1,500 41.68 - 58.32 MauritiusInvestment dealer

IMG Pharmaceuticals Limited Ordinary 31 December, Ushs. 10,000 48.55 - 51.45 Uganda

Healthcare services

International Air Ambulance Limited Ordinary 31 December, Ushs. 6,900,000 48.55 - 51.45 Uganda

Healthcare services

International Hospital Kampala Limited Ordinary 31 December, Ushs. 100,000 48.55 - 51.45 Uganda

Healthcare services

International Medical Centre Limited Ordinary 31 December, Ushs. 10,000 48.55 - 51.45 Uganda

Healthcare services

International Medical Group Limited Ordinary 31 December, Ushs. 7,210,000 48.55 - 51.45 Uganda InvestmentLa Vallée de Ferney Company Ltd** Ordinary 30 June, MUR 5,000 42.64 - 57.36 Mauritius Conservation

Le Café du Volcan Ltée Ordinary 31 March, MUR 25 31.57 - 68.43 MauritiusFood & beverages

Mauritius International Trust Co Limited ** Ordinary 30 June, USD 850 44.65 - 55.35 Mauritius

Business services

Mitco Advisory Ltd ** Ordinary 30 June, USD 10 31.26 - 68.74 SeychellesCorporate services

Mitco Corporate Services Ltd ** Ordinary 30 June, MUR 93 44.65 - 55.35 Mauritius

Management services

Mitco Limited ** Ordinary 30 June, USD 16 44.65 - 55.35 SeychellesCorporate services

Mitco Services Ltd** Ordinary 30 June, USD - 44.65 - 55.35 Mauritius Non-tradingRockwood Textiles Ltd Ordinary 30 June, MUR 9,637 - 100.00 - Mauritius PropertyRivière Champagne Limited Ordinary 30 June, MUR 47 - 100.00 - Mauritius Non-tradingRivière Champagne Limited Preference 30 June, MUR - - 100.00 - Mauritius Non-tradingSun Limited Ordinary 30 June, MUR 1,817,257 - 59.79 40.21 Mauritius InvestmentTBL IMG Limited Ordinary 31 December, USD 1,200 53.88 - 46.12 Mauritius InvestmentThe Medical & Surgical Centre Limited Ordinary 31 March, MUR 289,801 31.57 - 68.43 Mauritius

Healthcare services






Percentage Holding

Name of subsidiary company 2015

Class of Shares

Year end

Denomi-nated

Currency

Stated Capital

Indirect Direct Proportion of

ownership interests

held by non- controlling

interests

Country of incorporation

Main business

CIEL LIMITED 000’s % % %Azur Financial Services Limited Ordinary 30 June, MUR 250 100.00 - - Mauritius TreasuryBNI Madagascar SA** Ordinary 31 December, MGA 10,800,000 29.08 - 70.92 Madagascar BankingBNI Leasing SA** Ordinary 31 December, MGA 1,002,250 29.08 - 70.92 Madagascar LeasingBois des Amourettes Limited Ordinary 30 June, MUR 1 - 100.00 - Mauritius Non-tradingBois des Amourettes Limited Preference 30 June, MUR - - 100.00 - Mauritius Non-tradingCIEL Corporate Services Ltd Ordinary 30 June, MUR 25 - 100.00 - Mauritius Management servicesCIEL Finance Limited Ordinary 30 June, MUR 2,047,906 - 82.90 17.10 Mauritius InvestmentCIEL Healthcare Limited Ordinary 30 June, MUR 630,455 - 100.00 - Mauritius InvestmentCIEL Properties Limited Ordinary 30 June, MUR 47 - 100.00 - Mauritius PropertyCIEL Properties Limited Preference 30 June, MUR - - 100.00 - Mauritius PropertyCIEL Textile Limited Ordinary 30 June, MUR 685,865 - 56.31 43.69 Mauritius InvestmentEbène Skies Ltd Ordinary 30 June, MUR 222,001 - 100.00 - Mauritius Property Ferney Limited Ordinary 30 June, MUR 320,797 - 71.06 28.94 Mauritius Property Galileo Portfolio Services Limited Ordinary 30 June, MUR 1,000 46.01 - 53.99 Mauritius RegistryHalifax International Limited** Ordinary 30 June, MUR - 49.82 - 50.18 Mauritius Non-tradingIndian Ocean Financial Holdings Ltd Ordinary 31 December, EUR 18,911 24.87 30.00 45.13 Mauritius InvestmentInvestment Professionals Ltd ** Ordinary 30 June, MUR 10,500 46.01 - 53.99 Mauritius Investment adviserIPRO Fund Management Ltd ** Ordinary 30 June, MUR 5,000 46.01 - 53.99 Mauritius CIS managerIPRO Botswana (Pty) Limited** Ordinary 30 June, BWP 1,832 34.51 - 65.49 Botswana Fund managementIPRO Stockbroking Ltd ** Ordinary 30 June, MUR 1,500 46.01 - 53.99 Mauritius Investment dealerIMG Pharmaceuticals Limited Ordinary 31 December, Ushs. 10,000 90.10 - 9.90 Uganda Healthcare servicesInternational Air Ambulance Limited Ordinary 31 December, Ushs. 6,900,000 90.10 - 9.90 Uganda Healthcare servicesInternational Hospital Kampala Limited Ordinary 31 December, Ushs. 100,000 90.10 - 9.90 Uganda Healthcare servicesInternational Medical Centre Limited Ordinary 31 December, Ushs. 10,000 90.10 - 9.90 Uganda Healthcare servicesInternational Medical Group Limited Ordinary 31 December, Ushs. 7,210,000 90.10 - 9.90 Uganda InvestmentLa Vallée de Ferney Company Ltd** Ordinary 30 June, MUR 5,000 42.64 - 57.36 Mauritius ConservationLe Café du Volcan Ltée Ordinary 31 March, MUR 25 58.60 - 41.40 Mauritius Food & beveragesMauritius International Trust Co Limited ** Ordinary 30 June, USD 850 49.82 - 50.18 Mauritius Business servicesMitco Advisory Ltd ** Ordinary 30 June, USD 10 34.88 - 65.12 Seychelles Corporate servicesMitco Corporate Services Ltd ** Ordinary 30 June, MUR 93 49.82 - 50.18 Mauritius Management servicesMitco Limited ** Ordinary 30 June, USD 16 49.82 - 50.18 Seychelles Corporate servicesMitco Services Ltd** Ordinary 30 June, USD - 49.82 - 50.18 Mauritius Non-tradingRockwood Textiles Ltd Ordinary 30 June, MUR 9,637 - 100.00 - Mauritius PropertyRivière Champagne Limited Ordinary 30 June, MUR 47 - 100.00 - Mauritius Non-tradingRivière Champagne Limited Preference 30 June, MUR - - 100.00 - Mauritius Non-tradingSun Resorts Limited Ordinary 30 June, MUR 1,817,257 - 59.79 40.21 Mauritius InvestmentThe Medical & Surgical Centre Limited Ordinary 31 March, MUR 289,801 58.60 - 41.40 Mauritius Healthcare services




Name of subsidiary company

Percentage Holding Indirect

Proportion of Ownership Interests held by Non- Controlling Interests

Class of Shares

Year End

Denom-inated

Currency Stated Capital 2016 2015 2016 2015

Country of Incorpora-

tionMain

Business

000’s % % % % CIEL TEXTILE LIMITEDAjax Sweaters Limited Ordinary 30 June, Taka 56,036 56.31 56.31 43.69 43.69 Bangladesh Knitwear

Antsirabe Knitwear SA (3) Ordinary 30 June, MGA 1,000,000 56.31 - 43.69 - Madagascar Knitwear

Aquarelle Clothing Limited Ordinary 30 June, MUR 180,000 56.31 56.31 43.69 43.69 Mauritius Woven

Aquarelle India Private Limited Ordinary 31 March, INR 24,000 56.31 56.31 43.69 43.69 India Woven

Aquarelle International Limited Ordinary 30 June, MUR 7,404 56.31 56.31 43.69 43.69 Mauritius Woven

Aquarelle Madagascar SARL Ordinary 30 June, MGA 225,000 56.31 56.31 43.69 43.69 Madagascar Woven

CDL Knits Limited Ordinary 30 June, MUR 173,000 56.31 56.31 43.69 43.69 Mauritius Knits

CielTex SA (Proprietary) Limited Ordinary 30 June, ZAR 1 56.31 56.31 43.69 43.69 South Africa Retail

Consolidated Fabrics Ltd Ordinary 30 June, MUR 25,743 56.31 56.31 43.69 43.69 Mauritius Woven

CTL Retail Ltd Ordinary 30 June, MUR 10,001 56.31 56.31 43.69 43.69 Mauritius Retail

Ferney Spinning Mills Limited Ordinary 30 June, MUR 15,314 56.31 56.31 43.69 43.69 Mauritius Knitwear

Floreal Creation SA ( Wounded up 31 August 2015) Ordinary 30 June, Euro - - 56.31 - 43.69 France Knitwear

Floreal Knitwear Ltd Ordinary 30 June, MUR 216,450 56.31 56.31 43.69 43.69 Mauritius Knitwear

Floreal International Ltd Ordinary 30 June, MUR 14,000 56.31 56.31 43.69 43.69 Mauritius Knitwear

Floreal Madagascar SA Ordinary 30 June, MGA 300,000 56.14 56.14 43.86 43.86 Madagascar Knitwear

Floreal Property Ltd Ordinary 30 June, MUR 1 56.31 56.31 43.69 43.69 Mauritius Knitwear

International Fabrics Ltd Ordinary 30 June, USD 11,328 56.31 56.31 43.69 43.69 Mauritius Woven

Laguna Clothing (Mauritius) Ltd ** Ordinary 30 June, MUR 20,000 28.16 28.16 71.84 71.84 Mauritius Woven

Laguna Clothing Private Ltd Ordinary 31 March, INR 74,900 28.16 28.16 71.84 71.84 India Woven

New Island Clothing Madagascar SA Ordinary 30 June, MGA 10,000 55.63 55.63 44.37 44.37 Madagascar Woven

Societe Bonnetiere Malagasy - (Soboma) Ordinary 30 June, MGA 150,000 56.31 56.31 43.69 43.69 Madagascar Knits

Société Civile Immobilières des Mascareignes Ordinary 30 June, MGA 2,000 56.31 56.31 43.69 43.69 Madagascar Knitwear

Société Textile d’Andraharo SA - (Texaro) Ordinary 30 June, MGA 260,000 47.05 47.05 52.95 52.95 Madagascar Knitwear

TKL International Ltd Ordinary 30 June, MUR 3,814 56.31 56.31 43.69 43.69 Mauritius Knits

TKL Knits (India) Private Ltd Ordinary 31 March, INR 100,000 56.31 56.31 43.69 43.69 India Knits

Tinka International Ltd Ordinary 31 March, HKG 100 56.31 56.31 43.69 43.69 Hong Kong Woven

Tropic Knits Limited Ordinary 30 June, MUR 115,000 56.31 56.31 43.69 43.69 Mauritius Knits

Tropic Madagascar SA Ordinary 30 June, MGA 3,000,000 56.31 56.31 43.69 43.69 Madagascar Knits









Class of Shares

Year End

Denom-inated



tionMain

Business

000’s % % % % SUN LIMITEDAberdeen Management Ltd* Ordinary 31 December USD 1 59.79 59.79 40.21 40.21 Guernsey Non-trading

Ambre Resort Ltd Ordinary 30 June, MUR 10 59.79 - 40.21 - Mauritius Hotel

Anahita Hotel Ltd Ordinary 31 December MUR 1,060,443 59.79 59.79 40.21 40.21 Mauritius Hotel

City and Beach Hotels (Mtius) Limited Ordinary 30 June, MUR 15,532 59.68 59.68 40.32 40.32 Mauritius Property

Loisir des Iles ltee ( Previously known as Hotel des Iles limited) Ordinary 30 June, MUR 60,800 59.77 59.77 40.23 40.23 Mauritius Property

Long Beach IHS Ltd Ordinary 30 June, MUR 0 59.79 59.79 40.21 40.21 MauritiusProperty Developer

Solea Vacances SA Ordinary 30 June, EUR 152 59.79 59.79 40.21 40.21 FranceTour Operator

SRL Hotels International Ltd* Ordinary 31 December USD 12 59.79 59.79 40.21 40.21 Bermuda Non-trading

SRL Kanuhura Ltd Ordinary 31 December USD 50 59.79 59.79 40.21 40.21 BVI Hotel

SRL Maldives Ltd Ordinary 30 June, USD 50,000 59.79 59.79 40.21 40.21 Seychelles Investment

SRL Management Ltd Ordinary 30 June, USD 45,000 59.79 59.79 40.21 40.21 Seychelles Management

SRL Marketing Ltd Ordinary 30 June, GBP 0 59.79 59.79 40.21 40.21 UKMarketing Office

SRL Property Ltd* Ordinary 30 June, MUR 0 59.79 59.79 40.21 40.21 Mauritius Non-trading

SRL Tousserok Hotel Limited Ordinary 30 June, MUR 3,327,500 44.24 44.24 55.76 55.76 Mauritius Hotel

Sun Centralised Services Ltd Ordinary 30 June, MUR 10 59.79 - 40.21 - Mauritius

Centralised services

Sun Training Institute ltd ( previously known as Sun Continuous Learning Group Limited) Ordinary 30 June, MUR 100 59.79 59.79 40.21 40.21 Mauritius Training

Sun Hotel Holdings Ltd Ordinary 30 June, MUR 10 59.79 - 40.21 - Mauritius Investment

Sun Hotel Investment Ltd Ordinary 30 June, MUR 10 59.79 - 40.21 - Mauritius Investment

Sun International Hotel Holdings Ltd Ordinary 30 June, MUR 35 59.79 - 40.21 - Mauritius Investment

Sun International Investment Ltd Ordinary 30 June, MUR 35 59.79 - 40.21 - Mauritius Investment

Sun International Management Ltd Ordinary 30 June, MUR 35 59.79 - 40.21 - Mauritius Investment

Sun International Realty Development Ordinary 30 June, MUR 35 59.79 - 40.21 - Mauritius Property

Sun Leisure Hotels Limited Ordinary 30 June, MUR 25 59.79 59.79 40.21 40.21 Mauritius Property

Sun Leisure Investments Limited* Ordinary 30 June, MUR 14,264 59.72 59.72 40.28 40.28 Mauritius Non-trading

Sun Logistics Ltd Ordinary 30 June, MUR 10 59.79 - 40.21 - Mauritius Logistics

Sun Real Estates Ltd Ordinary 30 June, MUR 10 59.79 - 40.21 - Mauritius Property




(b) The list of the Group’s significant subsidiaries is as follows:




Class of Shares

Year End

Denom-inated



tionMain

Business

000’s % % % %

SUN LIMITED (cont’d)

Sun Resorts CSR Fund Ltd Ordinary 30 June, MUR 1 59.79 59.79 40.21 40.21 Mauritius

Charitable Fund

Sun Resorts France Sarl Ordinary 30 June, EUR 100 59.79 59.79 40.21 40.21 France

Marketing Office

Sun Resorts Hotel Management Ltd Ordinary 30 June, MUR 10 59.79 - 40.21 - Mauritius Management

Sun Resorts International Limited Ordinary 30 June, USD 50,000 59.79 59.79 40.21 40.21 Mauritius Investment

Sun Resorts (Seychelles) Limited* Ordinary 30 June, SEY Rs. 10 59.79 59.79 40.21 40.21 Seychelles Non-trading

Sun Styled Boutiques Ltd ( Previously Known as Alamanda Limited ) Ordinary 30 June, MUR 600 59.79 59.79 40.21 40.21 Mauritius Shops

Sun Support Ltd Ordinary 30 June, MUR 10 59.79 - 40.21 - Mauritius Investment

Supply Chain Experts ltd Ordinary 30 June, MUR 10 59.79 - 40.21 - Mauritius Procurement

Washright Services Ltd Ordinary 30 June, MUR 10,000 59.79 59.79 40.21 40.21 Mauritius

Laundry and Retail

Wolmar Sun Hotels Limited Ordinary 30 June, MUR 25 59.79 59.79 40.21 40.21 Mauritius Property

World Leisure Holidays (Pty) Ltd Ordinary 30 June, ZAR 306 59.79 59.79 40.21 40.21 South Africa

Tour Operator

* These companies were non-trading as at 30 June 2015 and 30 June 2016.

** Control of these subsidiaries is achieved either through board representation or through control of the interim investment vehicle.






(c) Summarised financial information on subsidiaries with material non-controlling interests.

Current Assets

Non Current

Assets Current

Liabilities

Non Current

Liabilities Revenue Profit

for the Year

Other Comprehensive

Income

Dividend paid to Non Controlling

Interests

2016 MUR’000 MUR’000 MUR’000 MUR’000 MUR’000 MUR’000 MUR’000 MUR’000

CIEL Textile Limited- Group 6,054,750 3,721,782 4,455,396 597,449 10,482,208 703,641 8,231 144,546Sun Limited- Group 1,692,885 19,334,310 7,668,031 4,713,072 4,996,690 (369,461) 11,267 -CIEL Finance Limited - Group 11,427,434 4,281,239 13,878,299 37,792 1,474,647 617,535 3,452 270,538CIEL Healthcare Limited - Group 274,391 2,045,839 468,224 98,713 1,224,218 68,905 (130,974) 16,517Ferney Limited 64,648 2,024,728 64,403 36,577 21,155 113,974 (89,699) 14,470

Summarised cash flow information:

Operating Activities

Investing Activities

Financing Activities

Net Increase/ (Decrease) in

Cash and Cash

Equivalents

2016 MUR’000 MUR’000 MUR’000 MUR’000

CIEL Textile Limited- Group 771,649 (843,516) (52,825) (124,692)Sun Limited- Group (273,039) (1,634,086) 1,511,606 (395,519)CIEL Finance Limited - Group 1,763,750 (175,584) (389,439) 1,198,727CIEL Healthcare Limited - Group 199,159 (1,073,714) 669,000 (205,555)Ferney Limited 98,801 (5,956) (40,000) 52,845

Profit allocated to Non

Controlling Interests during

the period

Accumulated Non-

Controlling Interests at

30 June 2016

MUR’000 MUR’000

CIEL Textile Limited- Group 351,112 2,249,555Ferney Limited 32,984 575,442Sun Limited- Group (217,668) 3,157,122CIEL Healthcare Limited - Group 36,476 282,468CIEL Finance Limited - Group 437,677 1,197,097

The summarised financial information above is the amount before intra-group eliminations.

For subsidiary companies having a different reporting date, management accounts have been prepared as at 30 June 2016 & 2015 respectively.



7. INVESTMENTS IN SUBSIDIARY COMPANIES (CONT’D)(d) Summarised financial information on subsidiaries with material non-controlling interests.

Current Assets

Non Current

Assets Current

Liabilities

Non Current

Liabilities Revenue Profit

for the Year

Other Comprehensive

Income

Dividend paid to Non Controlling

Interests

2015 MUR’000 MUR’000 MUR’000 MUR’000 MUR’000 MUR’000 MUR’000 MUR’000

CIEL Textile Limited- Group 5,806,831 3,054,142 3,989,891 528,393 10,131,074 762,373 31,135 111,189Sun Limited- Group 1,153,339 18,081,968 4,919,866 5,401,017 4,214,011 414,184 1,151,647 -CIEL Finance Limited - Group 10,618,149 3,147,948 10,965,130 1,257,823 1,484,534 574,380 (186,192) 213,155CIEL Healthcare Limited - Group 336,317 1,669,610 897,145 125,433 288,589 84,103 1,135 4,517Ferney Limited 143,552 2,004,169 132,145 1,454 19,786 158,088 (27) 21,709

Summarised cash flow information:

Operating Activities

Investing Activities

Financing Activities

Net Increase/ (Decrease) in

Cash and Cash

Equivalents

2015 MUR’000 MUR’000 MUR’000 MUR’000

CIEL Textile Limited- Group 514,889 (294,640) (61,278) 158,971Sun Limited- Group 334,225 (2,643,058) 2,369,994 61,161CIEL Finance Limited - Group (835,258) (133,852) (285,319) (1,254,429)CIEL Healthcare Limited - Group (453) (531,190) 600,369 68,726Ferney Limited (50,404) 23,317 - (27,087)

Profit allocated to Non

Controlling Interests during

the period

Accumulated Non-

Controlling Interests at

30 June 2015

MUR’000 MUR’000

CIEL Textile Limited- Group 368,392 2,046,051Ferney Limited 45,759 582,987Sun Limited- Group 187,443 4,099,681CIEL Healthcare Limited - Group 8,852 266,728CIEL Finance Limited - Group 392,278 1,081,482

The summarised financial information above is the amount before intra-group eliminations.

For subsidiary companies having a different reporting date, management accounts have been prepared as at 30 June 2016 & 2015 respectively.



8. INVESTMENTS IN JOINT VENTURESAccounting policies

A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the joint arrangement. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require unanimous consent of the parties sharing control.


In the separate financial statements of the investor, investments in joint ventures are carried at fair value. The carrying amount is reduced to recognise any impairment in the value of individual investments.


Joint ventures are accounted for using the equity method (refer to note 9).

(a) THE GROUP 2016 2015

MUR’000 MUR’000

Opening balance 993,147 854,650

Transfer from deposit on investment - 7,000

Addition 86,500 50,000

Movement in reserves 161 5,345

Impairment - (17,545)

Share of results 146,998 93,697

At 30 June 1,226,806 993,147

2016 2015

MUR’000 MUR’000

Made up as follows:

Net assets 1,052,321 818,662

Goodwill 174,485 174,485

1,226,806 993,147

(b) THE COMPANY 2016 2015

MUR’000 MUR’000

Unlisted Level 3 Level 3

At 1 July 1,093,690 882,961

Transfer from deposit on investment - 7,000

Addition - 50,000

Impairment - (175,374)

Fair value adjustment (107,730) 329,103

At 30 June 985,960 1,093,690



8. INVESTMENTS IN JOINT VENTURES (CONT’D)(c) The results of the joint ventures, all of which were incorporated in Mauritius and unlisted, have been included in the

consolidated financial statements.

Details of the joint ventures are as follows:

Name of joint ventures

Year end / Reporting

date

Effective Percentage holding

Principal activity Direct Indirect

% %

2016

Anahita Residence and Villas Ltd June 50% - Hotels and resorts

Bank One Limited December - 37.55% Banking

Domaine de l’Etoile Limited June 50% - Leisure

2015

Anahita Residence and Villas Ltd June 50% - Hotels and resorts

Bank One Limited December - 37.55% Banking

Domaine de l’Etoile Limited June 50% - Leisure

For the joint ventures having a different reporting date, management accounts have been prepared as at 30 June 2016 and 2015 respectively.



8. INVESTMENTS IN JOINT VENTURES (CONT’D)Summarised financial information in respect of each of the joint ventures is set out below:

Assets Liabilities Revenue

Loss for the Period

Share of Profit/

(Loss)

Other Compre-

hensive Income

MUR’000 MUR’000 MUR’000 MUR’000 MUR’000 MUR’000

2016Anahita Residence and Villas Ltd 424,599 269,046 222,766 (16,598) (8,299) (470)Bank One Limited 22,604,513 20,614,075 654,960 309,820 154,910 1,246Domaine de l’Etoile Limited 1,733 7,991 3,663 773 387 8

146,9982015

Anahita Residence and Villas Ltd 369,133 244,043 246,887 (6,836) (3,418) 3,749Bank One Limited 18,717,991 17,138,719 582,812 193,432 96,716 1,536Domaine de l’Etoile Limited 1,903 8,951 3,156 798 399 60

93,697

The above amounts of assets, liabilities and results include the following:

Cash & Cash Equivalents

Non Current Financial

Liabilities

Current Financial

Liabilities

Depreciation &

AmortisationInterest Income

Interest Expense

Income Tax


2016Anahita Residence and Villas Ltd 9,490 131,983 128,740 14,865 - 3,506 -Bank One Limited 4,372,564 19,564,882 1,049,193 34,308 956,464 301,503 (15,501)Domaine de l’Etoile Limited - - 7,846 282 - 19 28

2015

Anahita Residence and Villas Ltd 11,447 19,284 156,915 15,027 - 9,707 -Bank One Limited 4,578,425 16,040,515 1,098,104 37,221 897,442 314,629 11,645Domaine de l’Etoile Limited 41 119 8,832 - - 58 21



8. INVESTMENTS IN JOINT VENTURES (CONT’D)Reconciliation of the above summarised financial information to the carrying amount recognised in the financial statements:

Opening Net Assets

Issue of Shares

Profit/(loss) for the Year

Other Comprehensive

for the YearClosing

Net AssetsOwnership

Interest Goodwill

Interest in Joint

ventures


2016Anahita Residence and Villas Ltd* 125,090 12,910 (16,598) (940) 120,462 60,231 - 60,231Bank One Limited 1,554,372 125,000 309,820 1,246 1,990,438 995,219 174,485 1,169,704Domaine de l’Etoile Limited (7,048) - 798 (8) (6,258) (3,129) - (3,129)

1,052,321 174,485 1,226,806

2015

Anahita Residence and Villas Ltd* 10,430 114,000 (6,836) 7,496 125,090 45,000 - 45,000Bank One Limited 1,357,866 - 193,432 3,074 1,554,372 777,186 174,485 951,671Domaine de l’Etoile Limited (7,966) - 798 120 (7,048) (3,524) - (3,524)

818,662 174,485 993,147

All the joint ventures operate in Mauritius.

* The company has undertaking towards the banks to meet the future cash-flow requirements of the investee company.



9. INVESTMENTS IN ASSOCIATED COMPANIESAccounting policies


In the separate financial statements of the investor, investments in associated companies are carried at fair value.

The carrying amount is reduced to recognise any impairment in the value of individual investments.


An associate is an entity over which the Group has significant influence but not control, or joint control, generally accompanying a shareholding between 20% and 50% of the voting rights. Investments in associates are accounted for using the equity method except when classified as held-for-sale. Investments in associates are initially recognised at cost as adjusted by post acquisition changes in the Group’s share of the net assets of the associate less any impairment in the value of individual investments.

Any excess of the cost of acquisition and the Group’s share of the net fair value of the associate’s identifiable assets and liabilities recognised at the date of acquisition is recognised as goodwill, which is included in the carrying amount of the investment. Any excess of the Group’s share of the net fair value of identifiable assets and liabilities over the cost of acquisition, after assessment, is included as income in the determination of the Group’s share of the associate’s profit or loss.

When the Group’s share of losses exceeds its interest in an associate, the Group discontinues recognising further losses, unless it has incurred legal or constructive obligation or made payments on behalf of the associate.

Unrealised profits and losses are eliminated to the extent of the Group’s interest in the associate. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Where necessary, appropriate adjustments are made to the financial statements of associates to bring the accounting policies used in line with those adopted by the Group.

If the ownership interest in an associate is reduced but significant influence is retained, only a proportionate share of the amounts previously recognised in other comprehensive income are reclassified to profit or loss where appropriate.

Dilution gains and losses arising in investments in associates are recognised in profit or loss.

(a) THE GROUP 2016 2015

MUR’000 MUR’000

At 1 July 4,767,586 4,133,885

Transfer to investments in subsidiaries - (351,991)

Transfer from investments in subsidiaries - (2,755)

Share of results net of dividends 2,850 77,573

Additions 580,140 1,814,959

Redemption (188,766) (3,901)

Acquisition through business combination - 112,648

Disposal - (919,776)

Movement in reserves (93,045) (93,056)

At 30 June 5,068,765 4,767,586



9. INVESTMENTS IN ASSOCIATED COMPANIES (CONT’D)

2016 2015

MUR’000 MUR’000

Made up as follows:

Net assets 4,837,520 4,755,735

Goodwill 231,245 11,851

5,068,765 4,767,586

Group’s share of net assets

Listed 3,506,970 3,521,603

Unquoted 1,330,550 1,234,132

4,837,520 4,755,735

(b) THE COMPANY

Level 1 Level 3

TOTAL

Listed Unquoted 2016 2015

MUR’000 MUR’000 MUR’000 MUR’000

At 1 July 1,952,592 471,384 2,423,976 2,807,186

Additions - - - 356,234

Redemption - - - (1,583)

Transfer to investments in subsidiary companies - - - (487,863)

Fair value adjustment (160,213) (125,867) (286,080) (249,998)

At 30 June 1,792,379 345,517 2,137,896 2,423,976

Proceeds from disposal - - - 1,583



9. INVESTMENTS IN ASSOCIATED COMPANIES (CONT’D)(c) The results of the following associated companies, all of which were incorporated in Mauritius, have been included in

the consolidated financial statements.

Details of the associates are as follows:

Name of associates

Year end / Reporting

date

Effective percentage holding

Principal activity Indirect Direct

2016 2015 2016 2015

Alteo Limited June - - 20.96% 20.96% Agro-Property

Laboratoire Internationale Bio Analyse Ltée June 18.86% 35.00% - - Healthcare

Hygeia Nigeria Limited December 12.29% - - - Healthcare

HNL Investment Limited December 13.01% - - - Healthcare

Procontact Limited June - - 31.37% 31.37% Call centre

The Kibo Fund LLC December 29.79% 32.89% - - Investment entity

Kibo Capital Partners Ltd December 37.55% 41.45% - - Fund management

Anahita Golf Limited June 14.95% 14.95% - - Operating a Golf course and restaurant activities

EastCoast Hotel Investment Ltd June 17.94% 17.94% - - Investment holding

The Group acquired additional interest in Medical & Surgical Centre Ltd and obtained control of the company in February 2015.

For the associates having a different reporting date, management accounts have been prepared as at 30 June 2016 and 2015 respectively.



9. INVESTMENTS IN ASSOCIATED COMPANIES (CONT’D)Summarised financial information in respect of each of the associates is set out below:

Current Assets

Non Current

Assets Current

LiabilitiesNon Current

Liabilities Revenue


Attributable to

ShareholdersShare of

Profit / (Loss)

Dividends Received

during the Year


2016Alteo Limited 5,252,934 23,791,765 3,747,520 6,006,078 8,258,013 264,211 55,378 53,404Laboratoire Internationale Bio Analyse Ltée 4,629 7,662 7,559 2,651 14,290 (5,439) (1,903) -Hygeia Nigeria Limited 720,871 479,564 521,375 108,274 827,992 (29,654) (6,764) -Procontact Limited 59,575 20,670 12,607 2,455 117,478 16,393 4,459 -The Kibo Fund LLC 2,194 884,594 3,541 - 3,820 23,069 9,152 -Kibo Capital Partners Ltd 24,554 4,553 13,676 4,215 54,503 5,463 2,731 -Anahita Golf Limited 10,701 685,661 39,802 233,168 101,839 (27,199) (6,799) -EastCoast Hotel Investment Ltd 2,341,483 - - - - - - -

56,254




Current Assets

Non Current

Assets Current

LiabilitiesNon Current

Liabilities Revenue


Attributable to

ShareholdersShare of

Profit / (Loss)

Dividends Received

during the Year


2015

Alteo Limited 5,141,377 21,398,878 3,118,097 3,952,765 7,051,853 690,206 104,201 53,404Laboratoire Internationale Bio Analyse Ltée 12,304 9,506 5,142 3,644 8,780 (9,151) (3,203) -Procontact Limited 46,121 27,344 18,350 981 96,302 18,712 5,870 -The Kibo Fund LLC 359,470 863,193 4,090 - 53,172 181,084 (1,227) -Kibo Capital Partners Ltd 9,170 1,811 4,804 5,039 23,835 6,756 3,378 -Anahita Golf Limited 9,256 708,840 40,530 226,975 - - (7,805) 25,200EastCoast Hotel Investment Ltd 2,341,483 - - - - - - -

Investments transferred to subsidiaries

Anahita Hotel Ltd 35,753The Medical & Surgical Centre Limited 13,966

150,933




Reconciliation of the above summarised financial information to the carrying amount recognised in the financial statements:

Opening/ Date

of acquisition Net Assets

Redemp-tion/

issue of Shares

Results Net of

Dividends

Other Comprehen-

sive for the Year

Closing Net Assets

Ownership Interest Goodwill

Interest in Associates


2016Alteo Limited 16,801,553 - 9,418 (79,232) 16,731,739 3,506,893 - 3,506,893Laboratoire Internationale Bio Analyse Ltée 3,518 4,000 (5,438) - 2,080 728 - 728Hygeia Nigeria Limited 590,850 - (29,654) 9,590 570,786 226,640 219,394 446,034Procontact Limited 22,023 - 16,393 - 38,416 12,051 11,851 23,902The Kibo Fund LLC 1,034,396 (464,838) 23,069 106,442 699,069 277,307 - 277,307Kibo capital partners Ltd 1,137 3,334 5,314 1,429 11,214 5,608 - 5,608Anahita Golf Limited 450,591 - (27,199) - 423,392 105,848 - 105,848EastCoast Hotel Investment Ltd 2,341,483 - - - 2,341,483 702,445 - 702,445

4,837,520 231,245 5,068,7652015

Alteo Limited 16,807,960 - 242,352 (248,759) 16,801,553 3,521,604 - 3,521,604Laboratoire Internationale Bio Analyse Ltée 12,669 - (9,151) - 3,518 1,231 - 1,231Procontact Limited 15,696 - 18,712 (12,385) 22,023 6,909 11,851 18,760The Kibo Fund LLC 1,013,518 76,687 (3,093) (52,716) 1,034,396 410,330 - 410,330Kibo capital partners Ltd (5,510) - 6,756 (109) 1,137 569 - 569Anahita Golf Limited 450,591 - - - 450,591 112,647 - 112,647EastCoast Hotel Investment Ltd 2,341,483 - - - 2,341,483 702,445 - 702,445

4,755,735 11,851 4,767,586

All the associates operate in Mauritius.

The fair value of the Company’s interest in associates at 30 June 2016 which are listed / quoted on the Stock Exchange of Mauritius is as follows:

2016 2015

MUR’000 MUR’000

Alteo Limited 1,792,380 1,952,592



10. INVESTMENTS IN OTHER FINANCIAL ASSETS

Accounting policies

Available-for-sale financial assets are non-derivatives that are either designated in this category or not classified in any other categories. They are included in non-current assets unless management intends to dispose of the investment within 12 months of the end of the reporting period.

Purchases and sales of financial assets are recognised on trade-date, the date on which the Group commits to purchase or sell the asset. Investments are initially measured at fair value plus transaction costs, and subsequently measured at fair value. Investments in equity instruments that do not have a quoted market price and whose fair value cannot be reliably measured are measured at cost.

Unrealised gains and losses arising from changes in fair value are recognised in other comprehensive income. When the financial assets are sold or impaired, the accumulated fair value adjustments are included in profit or loss as gains and losses on financial assets.

Available-for-saleThe movement in investments in financial assets are summarised as follows:

(a) THE GROUP

2016 2015

Level 1 Level 1 Level 3

DEM

Listed Quoted Unquoted Total Total

MUR’000 MUR’000 MUR’000 MUR’000 MUR’000

At 1 July 72,059 29,590 96,169 197,818 196,745

Additions - - 32,505 32,505 6,336

Translation difference - - 184 184 (2,789)

Disposals - - (6,185) (6,185) (6,491)

Fair value adjustment (6,992) (6,667) 15,330 1,671 4,017

At 30 June 65,067 22,923 138,003 225,993 197,818

Broken down as follows:Banking segment - - 19,248 19,248 19,721

Non-banking segment 65,067 22,923 118,755 206,745 178,097

65,067 22,923 138,003 225,993 197,818

(b) THE COMPANY

2016 2015

Level 1 Level 1 Level 3

DEM

Listed Quoted Unquoted Total Total

MUR’000 MUR’000 MUR’000 MUR’000 MUR’000

At 1 July 72,057 29,590 62,510 164,157 156,425

Additions - - - - 4,689

Redemption - - (5,193) (5,193) -

Disposals (6) - - (6) (1,025)

Fair value adjustment (6,992) (6,667) 39,387 25,728 4,068

At 30 June 65,059 22,923 96,704 184,686 164,157



10. INVESTMENTS IN OTHER FINANCIAL ASSETS (CONT’D)(c) Details of those companies, other than subsidiary and associated companies, in which the Company holds more

than 10% of the issued shares are:

Class of Percentage Holding

Name of company shares held 2016 2015

% %

Cathedrale Development Ltd* Ordinary shares 20.00 20.00

Ipro Growth Fund Ordinary shares 11.62 10.47

* The Company does not exercise any significant influence on the above Company and as such has not accounted for this investment as associate.

(d) Available-for-sale financial assets are denominated in the following currencies:

THE GROUP THE COMPANY2016 2015 2016 2015

MUR’000 MUR’000 MUR’000 MUR’000

Rupee 105,423 128,047 93,124 115,450

US Dollar 101,275 44,858 91,562 43,682

Euro 266 5,217 - 5,025

Ariary 19,029 19,696 - -

225,993 197,818 184,686 164,157

(e) None of the financial assets are impaired.

11. DEPOSIT ON INVESTMENTSTHE COMPANY

2016 2015

MUR’000 MUR’000

Share appreciation rights scheme 41,081 42,160

Executive share scheme 14,797 7,431

Deposit on shares 24,000 -

Other share based-payment scheme 6,627 6,627

86,505 56,218

12. LEASEHOLD RIGHTS AND LEASEHOLD LAND PREPAYMENTSAccounting policies

Leasehold land upfront payments to acquire long term leasehold interest in property are treated as prepayments and are amortised over the period of the leases.

THE GROUP

2016 2015

MUR’000 MUR’000

COSTAt 1 July 463,478 223,292

Adjustment to opening balances 24,360 -

Acquisition of subsidiary - 234,077

Translation difference 905 6,109

488,743 463,478

ACCUMULATED AMORTISATIONAt 1 July 39,914 28,577

Adjustment to opening balances (1,929) -


Charge for the year 12,986 9,132

Translation difference 66 (172)

51,037 39,914

NET BOOK VALUEAt 30 June 437,706 423,564



12. LEASEHOLD RIGHTS AND LEASEHOLD LAND PREPAYMENTS (CONT’D)Leasehold land have been valued taking into consideration comparable sales evidences and lease terms conditions.

As at 30 June 2015 the valuation carried out by Broll Indian Ocean Ltd, Chartered Valuers valued leasehold land held by the subsidiaries operating in the hotel segment in Mauritius at MUR 4,815M and the subsidiary in Maldives at USD 16M. The carrying amount of the land prepayments included above is MUR 396.5M.

13. NON-CURRENT RECEIVABLESAccounting policies

Long term receivables with fixed maturity terms are measured at amortised cost using the effective interest rate method, less provision for impairment. The carrying amount of the asset is reduced by the difference between the asset’s carrying amount and the present value of estimated cash flows discounted using the effective interest rate. The amount of loss is recognised in profit or loss. Long term receivables without fixed maturity terms are measured at cost. If there is objective evidence that an impairment loss has been incurred, the amount of impairment loss is measured as the difference between the carrying amount of the asset and the present value (PV) of estimated cash flows discounted at the current market rate of return of similar financial assets.

THE GROUP2016 2015

MUR’000 MUR’000

Receivable from sale of land 2,580 11,085

Long-term deposits 22,637 29,561

Loan to an associate company - 32,201

Loans under Executive Share Scheme (Note a) 16,920 36,279

Advance payments (Note b) 21,531 61,222

Others 51,560 -

115,228 170,348

(a) Loans under Executive Share Scheme - Hotel Segment

The loans under the Executive Share Scheme may be repayable as from the date of issue. The amount payable will either be (i) a maximum of 20% of the loan amount after the end of the first year and thereafter a further maximum of 20% of the loan amount after the end of each year or (ii) the repayment of the full loan but not later than the end of the tenth year (2017). The loans are secured by way of shares and bear interest at 3% per annum if dividends are declared by Sun Limited.

(b) Advance payments- Hotel Segment

Advance payments were made in Euro as part of the transaction agreement signed in respect of the lease of the Ambre Resort & Spa and are refundable as follows:

THE GROUP2016 2015

MUR’000 MUR’000

Receivable within one year 38,875 57,149

Receivable after one year but before two years 21,531 61,222

60,406 118,371



14. INVENTORIESAccounting policies

Inventories are stated at the lower of cost and net realisable value. Cost is determined by the first-in and first-out method. Net realisable value is the estimate of the selling price in the ordinary course of business, less the costs of completion and selling expenses.

Costs incurred in bringing each product to its present location and condition are accounted for as follows:

Raw materials - purchase cost on a weighted average cost basis

Finished goods and work in progress - cost of direct materials and labour and a proportion of manufacturing overheads based on normal operating capacity but excluding borrowing costs.

THE GROUP

2016 2015

MUR’000 MUR’000

Raw materials 1,062,677 776,470

Work in progress 1,200,341 1,396,840

Finished goods 331,899 309,098

Other stocks 126,400 108,572

Food and Beverages 40,064 50,537

Operating Supplies 35,025 71,041

Spare Parts 9,807 1,530

IHS - Rooms 55,260 59,536

Operating Equipment 100,099 101,283

Fabric and linen 26,599 3,285

Goods in transit 163,034 137,307

Provision for obsolescence (62,546) (83,509)

3,088,659 2,931,990

The cost of inventories recognised as an expense is MUR 5.9bn (2015: MUR 5.1bn)

Some of the inventories have been pledged as security for the borrowings of the Group.

15. TRADE AND OTHER RECEIVABLESAccounting policies

Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for impairment of trade receivables is established when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of receivables. The amount of the provision is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the effective interest rate. The amount of provision is recognised in profit or loss.



15. TRADE AND OTHER RECEIVABLES (CONT’D)THE GROUP THE COMPANY

2016 2015 2016 2015

MUR’000 MUR’000 MUR’000 MUR’000

Trade receivables 3,132,864 2,931,547 - -

Provision for impairment (114,830) (94,774) - -

3,018,034 2,836,773 - -

Receivable from subsidiary companies - - 198,735 174,657

Receivable from associated companies 5,390 10,167 32,514 32,514

Receivable from related corporations - 148 - -

Prepayments and other receivables 1,649,510 1,187,942 681 43,624

Derivative financial instruments 57,414 21,589 - -

Advance payments 40,516 57,159 - -

Dividend receivable 30,040 30,040 - -

Current accounts with other

financial institutions 4,842 188,808 - -

4,805,746 4,332,626 231,930 250,795

Broken down as follows:Banking segment 539,431 645,276


4,805,746 4,332,626

(a) The carrying amount of trade and other receivables approximate their fair value.

The Group does not hold any collateral as security except for the hotel segment where there is an insurance cover against irrecoverable debts.

The maximum exposure to credit risk at the reporting date is the fair value of each class of receivable, net of insurance cover. At year end, trade receivables of MUR 114.8M were impaired and fully provided for.

(b) Ageing of past due trade receivables but not impaired

THE GROUP

2016 2015

MUR’000 MUR’000

0 to 3 months 479,962 349,766

3 to 6 months 393,057 103,561

Over 6 months 117,163 152,379

990,182 605,706

(c) The carrying amounts of the group’s trade and other receivables are denominated in the following currencies:

THE GROUP

2016 2015

MUR’000 MUR’000

Rupee 1,197,548 521,071

Ariary 376,705 264,374

US Dollar 1,477,840 1,327,204

Euro 482,740 573,779

UK Pound 380,382 580,955

ZAR 357,795 433,129

INR 389,594 365,895

Other currencies 143,142 266,219

4,805,746 4,332,626



15. TRADE AND OTHER RECEIVABLES (CONT’D)(d) The movement in the provision for impairment of trade receivables is as follows:

THE GROUP

2016 2015

MUR’000 MUR’000

Opening balance 94,774 46,047

Acquisition of subsidiary - 274

Amounts written off (16,515) (10,215)

Unused amounts reversed (2,001) (5,548)

Provision for the year 38,572 64,216

114,830 94,774

16. CASH AND CASH EQUIVALENTSAccounting policies

Cash and cash equivalents include cash in hand, deposits at call, short term bank deposits and cash in transit.


MUR’000 MUR’000 MUR’000 MUR’000

Cash in hand 996,028 835,862 - -

Foreign currency notes and coins 137,177 97,436 - -

Balances with the Central Bank 956,403 970,579 - -

Balances due in clearing (3,949) 34,384 - -

Balances with banks 2,357,248 1,256,786 722 1,457

Placements 1,140,444 1,265,204 1,130 40,115

5,583,351 4,460,251 1,852 41,572

Broken down as follows:Banking segment 4,516,563 3,309,937


5,583,351 4,460,251

The balances with the central bank relates to the Central Bank of Madagascar.

17. NON CURRENT ASSETS HELD FOR SALEAccounting policies

Non-current assets (or disposal groups) classified as held for sale are measured at the lower of carrying amount and fair value less costs to sell if their carrying amount is recovered principally through a sale transaction rather than through a continuing use. This condition is regarded as met only, when the sale is highly probable and the asset is available for immediate sale in its present condition.

When the Group is committed to a sale plan involving loss of control of a subsidiary, all of the assets and liabilities of that subsidiary are classified as held for sale when the criteria described above are met, regardless of whether the Group will retain a non-controlling interest in its former subsidiary after the sale.



17. NON CURRENT ASSETS HELD FOR SALE (CONT’D)THE GROUP THE COMPANY

2016 2015 2016 2015

The movement for the year is as follows: MUR’000 MUR’000 MUR’000 MUR’000

At 1 July 19,693 462,907 - 414,275

Disposal - (443,214) - (414,275)

As at 30 June 19,693 19,693 - -

(a) Non-current assets held for sale consist of land which has been earmarked for sale and is in process of finalisation

(b) During the year ended 2015, the Company disposed of an investment in a previously held associate for MUR 414,275K.

18. LOANS AND ADVANCES TO CUSTOMERSAccounting policies

Loans are non-derivative financial assets with fixed or determinable payments and are recognised initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, loans are measured at amortised cost using the effective interest method, less any impairment.

THE GROUP

2016 2015

Banking Segment MUR’000 MUR’000

Retail customers:

Mortgages 117,552 90,353

Other retail loans 1,558,611 1,411,427

Corporate customers 8,152,641 7,231,209

9,828,804 8,732,989

Less:

Allowances for credit impairment (1,314,141) (1,316,427)

8,514,663 7,416,562

Remaining terms to maturityWithin one year 5,035,548 4,807,383

Over 1 year and up to 5 years 2,580,354 2,233,953

Over 5 years 898,761 375,226

8,514,663 7,416,562

19. INVESTMENTS IN SECURITIESAccounting policies

Held-to-maturity investments are non-derivative financial assets with fixed or determinable payments and fixed maturities that the Group’s management has the positive intention and ability to hold to maturity. Held-to-maturity investments are recognised initially at fair value plus directly attributable transaction costs. Subsequent to initial recognition, held-to-maturity investments are measured at amortised cost using the effective interest method less any impairment.



19. INVESTMENTS IN SECURITIES (CONT’D)THE GROUP

2016 2015

Held-to-maturity MUR’000 MUR’000

Banking Segment

Treasury bills 1,247,635 1,736,259

Interest on treasury bills 50,910 108,672

1,298,545 1,844,931

Remaining terms to maturityWithin one year 1,298,545 1,844,931

The investment in securities are denominated in Ariary.

The securities have coupon rates ranging from 7.39% to 11.70%.

None of the financial assets are either past due or impaired.

20. STATED CAPITAL AND TREASURY SHARESAccounting policies

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares are shown in equity as deduction, net of tax, from proceeds. Where the Company purchases its equity share capital (treasury shares), the consideration paid, including any directly incremental costs (net of income taxes), is deducted from equity attributable to the Company’s equity holders until the shares are cancelled or reissued. When such shares are subsequently reissued, any net consideration received is included in equity attributable to the Company’s equity holders.

THE GROUP AND THE COMPANY

Stated Capital

Treasury Shares Total

MUR’000 MUR’000 MUR’000

At 30 June 2014 4,246,423 (270,999) 3,975,424Issue of shares to executives (Note 1) 1,931 4,698 6,629Issue of shares on exercise of rights (Note 2) - 1,665 1,665At 30 June 2015 4,248,354 (264,636) 3,983,718Issue of shares to executives (Note 3) 1,063 3,802 4,865Issue of shares on exercise of rights (Note 4) - 5,773 5,773At 30 June 2016 4,249,417 (255,061) 3,994,356

THE GROUP AND THE COMPANY

Number of shares

Stated Capital

Treasury Shares Total

000’s 000’s 000’s

At 30 June 2014 1,576,176 (55,092) 1,521,084Issue of shares to executives (Note 1) - 955 955Issue of shares on exercise of rights (Note 2) - 580 580At 30 June 2015 1,576,176 (53,557) 1,522,619Issue of shares to executives (Note 3) - 480 480Issue of shares on exercise of rights (Note 4) - 1,940 1,940At 30 June 2016 1,576,176 (51,137) 1,525,039

The stated number of ordinary shares is 1,525,039,944 at no par value (2015: 1,522,619,008 shares at no par value).

Fully paid up ordinary shares carry one voting right and a right to dividend.



20. STATED CAPITAL AND TREASURY SHARES (CONT’D)Note 1

In June 2014, an amount of MUR 6,629K net of tax worth of CIEL Ltd ordinary shares was granted to selected staff members of the Group. Based on the share price as at 30 June 2014 of MUR 6.92, 955,022 shares were issued in October 2014.

Note 2

During the year 2015, an executive of the Group has exercised his rights to acquire 580,259 of CIEL Ltd ordinary shares under the Share Appreciation Rights Scheme.

Note 3

In June 2015, an amount of MUR 6,917K net of tax worth of CIEL Ltd ordinary shares was granted to selected staff members of the Group. Based on the share price as at 30 June 2015 of MUR 7.20, 480,376 shares were issued in 2016.

Note 4

During the year, executives of the Group have exercised their rights to acquire 1,940,560 of CIEL Ltd ordinary shares under the Share Appreciation Rights Scheme.

21. REDEEMABLE RESTRICTED A SHARESTHE GROUP AND

THE COMPANY


Shares

Number of Shares

MUR’000 000’s

At 30 June 2015 & 2016 39,233 3,008,887

At a Special Meeting held on 30 October 2013, shareholders approved that the share capital of the company be reorganised into 2 classes of shares, as follows:

- Existing Ordinary Shares which hold all economic rights including the right to dividends and voting rights.

- Redeemable Restricted A Shares, being a new class of shares, with no economic rights attached but with voting rights.

Shareholders of the company had the option for every Ordinary Share held by them after the share split, to choose between receiving:

(i) Either a cash dividend of 5 cents;

(ii) Or 4 ‘Redeemable Restricted A Shares’.

The rights attached to the Redeemable Restricted A Shares are as follows;

(i) The right to vote at general meetings and on a poll to cast one vote for each share held;

(ii) The right to participate in a rights issue together with the holders of Ordinary Shares on the condition that the holders of each class of shares shall be entitled to subscribe to Shares of that class only;

(iii) No right to any Distribution;

(iv) No right to any surplus assets of the company in case of winding up;

(v) No right to be transferred except with the consent of the holders of at least 75% of the shares of that class.

The Redeemable Restricted A Shares shall be redeemed at the option of the company for no consideration, should the holders either directly or indirectly through successive holding entities, in the aggregate, hold less than 10% of the issued Ordinary Shares in the capital of the company.



22. OTHER COMPREHENSIVE INCOME(a) GROUP

Revaluation Surplus

Available-For-Sale

Fair Value Reserve

Cash Flow/ Hedging Reserve

Translation of

Foreign Operation

Actuarial Reserves Total

2016 MUR’000 MUR’000 MUR’000 MUR’000 MUR’000 MUR’000

Items that will not be reclassified to profit or loss:

Remeasurement of defined benefit obligations - - - - (59,621) (59,621)Deferred tax on remeasurements of post

retirement benefit obligations - - - - 8,170 8,170Gain on revaluation of land and buildings 209,880 - - - - 209,880Deferred tax on revaluation gain (59,916) - - - - (59,916)Items that may be reclassified subsequently to profit or loss:

Fair value adjustment - (14,374) - - - (14,374)Share of joint venture & associates - 38,147 - (132,263) - (94,116)Currency translation differences - - - 67,144 - 67,144Cash flow hedges - - (4,700) - - (4,700)Deferred tax on cash flow hedges - - 8,279 - - 8,279

149,964 23,773 3,579 (65,119) (51,451) 60,746



22. OTHER COMPREHENSIVE INCOME (CONT’D)GROUP

Revaluation Surplus

Available-For-Sale

Fair Value Reserve

Cash Flow/ Hedging Reserve

Translation of

Foreign Operation

Other Reserves

Actuarial Reserves Total

2015 MUR’000 MUR’000 MUR’000 MUR’000 MUR’000 MUR’000 MUR’000

Items that will not be reclassified to profit or loss:Remeasurement of defined benefit obligations - - - - - (32,139) (32,139)Deferred tax on remeasurements of post retirement benefit obligations - - - - - 4,574 4,574Share of joint venture & associates - - - - (17,178) - (17,178)Gain on revaluation of land and buildings 823,770 - - - - - 823,770Deferred tax on revaluation gain (86,951) - - - - - (86,951)Items that may be reclassified subsequently to profit or loss:

Fair value adjustment - 1,977 - - - - 1,977Share of joint venture & associates - 1,537 3,749 (14,428) (61,391) - (70,533)Currency translation differences - - - 184,406 - - 184,406Other deferred tax - - - - 925 - 925Cash flow hedges - - 90,226 - - - 90,226Deferred tax on cash flow hedges - - (3,763) - - - (3,763)

736,819 3,514 90,212 169,978 (77,644) (27,565) 895,314

2016 2015

(b) MUR’000 MUR’000

Revaluation surplus 2,635,744 2,629,224

Fair value reserve 254,095 211,349

Cash flow reserve 28,140 28,162

Translation reserve 45,958 50,598

Actuarial reserves (176,606) (138,842)

Other reserves (47,422) (70,954)

2,739,909 2,709,537



22. OTHER COMPREHENSIVE INCOME (CONT’D)(b) COMPANY

Fair Value Reserve

Hedging Reserve Total Total

2016 2016 2016 2015

MUR’000 MUR’000 MUR’000 MUR’000

Fair value adjustment (216,115) - (216,115) 2,029,005

Cash flow hedge - (3,545) (3,545) (4,251)

(216,115) (3,545) (219,660) 2,024,754

(c) Revaluation surplus

The revaluation surplus relates to the revaluation of property.

Fair value reserve

Fair value reserve comprises the cumulative net change in the fair value of available-for-sale financial assets that has been recognised in other comprehensive income until investments are derecognised or impaired.

Hedge reserve

The hedging reserve comprises the effective portion of the cumulative net change in the fair value of cash flow hedging instruments related to hedged transactions that have not yet occurred.

Translation of foreign operations

The translation reserve comprises all foreign currency difference arising for the translation of the financial statements of foreign operation.

Actuarial gains/(losses)

The actuarial gains/(losses) reserve represents the cumulative remeasurement of defined benefit obligation recognised.

23. SHARE BASED SCHEMES(a) Share Appreciation Rights Scheme

The Group operates a Share Appreciation Rights Scheme (SARS) for Executives employed by subsidiaries of the CIEL Group. Selected executives only are entitled to participate in the Scheme. Under the Scheme, selected executives are granted a number of rights based on their current salary. The rights will be settled by CIEL Ltd issuing shares equivalent to the difference between the exercise price and the grant price per share of such share of such number of SARS exercised to the holder of the rights upon exercise. CIEL Ltd may buy back shares from the market, or utilise its treasury shares. Under the Scheme, the Company may repurchase the rights after the vesting date instead of issuing shares to settle the SARS at the exercise date. The rights vest after three years from grant date and lapse after seven years from grant date.

The Scheme operated previously under ex-CIEL Investment Ltd before the amalgamation with Deep River Investment Ltd in January 2014. Following the amalgamation and the issue of 344,827,586 new no par value ordinary shares by way of private placement by CIEL Ltd, the number of SARS originally granted and the grant price of the underlying shares were adjusted accordingly. The last issue of the SARS dates back to April 2013.

The said scheme has been brought to an end since that date.



23. SHARE APPRECIATION RIGHTS SCHEME AND SHARE BASED SCHEME (CONT’D)(a) Share Appreciation Rights Scheme (cont’d)

Accounting policies

The fair value of the employee services received in exchange for the grant of the options is recognised as an expense. The total amount to be expensed over the vesting period is determined by reference to the fair value of the options granted, excluding the impact of any non-market vesting conditions (for example, profitability and sales growth targets). Non-market vesting conditions are included in assumptions about the number of options that are expected to become exercisable. At the end of each reporting period, the entity revises its estimates of the number of options that are expected to become exercisable. It recognises the impact of the revision of original estimates, if any, in profit or loss and a corresponding adjustment to equity over the remaining vesting period.

The proceeds, if any, received net of any directly attributable transaction costs are credited to stated capital when the options are exercised.

Movements in the rights outstanding:

Grant Price

Number of rights

Granted - in respect of financial year March 2008 6.95 4,332,086- in respect of financial year March 2009 4.36 7,049,710- in respect of financial year March 2010 5.44 5,647,572- in respect of financial year March 2011 4.90 4,159,523- in respect of financial year March 2012 4.09 5,251,546- in respect of financial year March 2013 3.75 6,048,089

Total granted 32,488,526

Rights exercised during 2015

- relating to financial year March 2009 (1,171,533)- relating to financial year March 2011 (700,000)Rights exercised during 2016

- relating to financial year March 2009 (5,878,177)- relating to financial year March 2010 (937,534)- relating to financial year March 2011 (366,912)- relating to financial year March 2012 (400,000)

Rights lapsed and not exercised

- relating to financial year March 2008 at MUR 2.18 per right (4,332,086)

Outstanding at year end 18,702,284

The exercise price of the SARS is the market value of the underlying shares on the business day immediately preceding the exercise date.

Of the outstanding rights, 20,236,818 had vested and were exercisable.

Vesting date

1 April Number of rights

2012 5,878,1772013 5,647,5722014 3,459,5232015 5,251,5462016 6,048,089



23. SHARE APPRECIATION RIGHTS SCHEME AND SHARE BASED SCHEME (CONT’D)The fair value of the rights were determined using the Black Scholes model, the assumptions of the model is tabled below:

Grant year 2014 2013 2012 2011 2010

Share Price at Grant date (in Rs) 3.75 4.09 4.90 5.44 4.36

Vesting Period (in Years) 3 3 3 3 3

Expected Volatility 36% 37% 38% 39% 40%

Expected Dividend Yield 2.2% 2.5% 2.0% 2.5% 2.5%

Risk Free Rate 4.90% 5.50% 5.25% 5.75% 6.50%

Value of SARS (in MUR) 0.96 1.07 1.34 1.50 1.26

Fair value of rights issued (in MUR’000) 5,821 5,621 5,590 8,472 8,849

Amortised SARS value 2,425 4,216 5,590 8,472 8,849

The fair value of the SARS issued is amortised over a 3 year period, i.e. between the grant date and vesting date.

The volatility assumptions, measured at the standard deviation of the expected share prices is based on statistical analysis of historical share prices.

(b) Share Based Scheme - equity settled

In July 2014, an incentive scheme was set up in order to remunerate some key executives of the Group. The annual entitlement is payable 50% in cash and 50% in terms of shares in CIEL Ltd.

The entitlement for the years ended 30 June 2016 and 2015 is as follows:

2016 2015

MUR’000 MUR’000

Cash settlement 7,269 8,138

Equity settlement 7,269 8,138

14,538 16,276

For the entitlement relating to 2015, based on the share price as at 30 June 2015 of MUR 7.20, this will represent 960,751 shares which will be issued in June 2016 and June 2017.

For the entitlement relating to 2016, based on the share price as at 30 June 2016 of MUR 6.12, this will represent 1,009,581 shares which will be issued in June 2017 and June 2018.

24. BORROWINGSAccounting policies

Borrowings are recognised initially at fair value being their issue proceeds net of transaction costs incurred.

Borrowings are subsequently stated at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in profit or loss over the period of the borrowings using the effective interest method.



24. BORROWINGS (CON T’D)Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least twelve months after the end of the reporting period.

Leases are classified as finance leases where 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. Payments made under operating leases (net of any incentives received from the lessor) are charged to profit or loss on a straight-line basis over the period of the lease.

Finance leases are capitalised at the lease’s inception at the lower of the fair value of the leased property and the present value of the minimum lease payments. Each lease payment is allocated between the liability and finance charges so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are charged to profit or loss unless they are attributable to qualifying assets in which case, they are capitalised in accordance with the policy on borrowing costs.


Current MUR’000 MUR’000 MUR’000 MUR’000

Bank overdrafts 2,006,902 1,427,933 804 10,455

Bank loans repayable by instalments 4,761,450 2,540,791 - 8,000

Finance lease obligation 54,732 69,423 - -

Cash at call with subsidiaries - - 96,144 73,106

Debentures 86,800 24,800 - -

Other loans 85,781 150 - -

Money market line 389,972 350,000 - 350,000

Bills discounted 750,705 714,603 - -

Import loan 816,221 683,236 - -

8,952,563 5,810,936 96,948 441,561

Non-currentBank loans repayable by instalments 4,160,355 4,364,253 - -

Fixed rate secured notes (note (b)) 1,000,050 1,000,050 1,000,050 1,000,050

Debentures - 74,400 - -

Other loans 95,229 1,652 - -

Finance lease obligation 111,721 164,887 - -

5,367,355 5,605,242 1,000,050 1,000,050

Total borrowings 14,319,918 11,416,178 1,096,998 1,441,611


(a) The bank borrowings are secured by fixed and floating charges over the assets of the Group.



24. BORROWINGS (CONT’D)(b) Break-down of the notes based on maturity and coupon rate is as follows:

Coupon rate MaturityNo of notes

issued MUR’000

5.30% 3 years 3,000 299,999

5.85% 4 years 3,000 299,998

5.83% 5 years 4,000 400,053

1,000,050

These notes are secured against shares held in a listed company.

(c) Non-current bank loans repayable by instalments can be analysed as follows:


MUR’000 MUR’000 MUR’000 MUR’000

-after 1 year and before 2 years 612,845 895,486 - -

-after 2 years and before 3 years 684,572 795,810 - -

-after 3 years and before 5 years 994,650 1,931,425 - -

-after 5 years 1,868,288 741,532 - -

4,160,355 4,364,253 - -

(d) Finance lease liabilities - minimum lease payments:

The obligations under finance leases are secured by the underlying assets and the maturity profiles are as follows:

THE GROUP2016 2015

MUR’000 MUR’000

Not later than 1 year 62,488 77,742

Later than 1 year and not later than 2 years 52,111 61,746

Later than 2 years and not later than 3 years 49,062 48,207


Later than 5 years - 1,652

184,410 256,218

Future finance charges on finance leases (17,956) (21,908)

Present value of finance lease liabilities 166,454 234,310

The present value of finance lease facilities may be analysed as follows:





Later than 5 years - 1,200

166,454 234,310

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

The Group leases plant and machinery, motor vehicles and equipment under finance leases. The leases have varying terms and purchase options. There are no restrictions imposed on the Group by lease arrangements other than in respect of the specific assets being leased. The Group has the option to purchase equipment at the end of the lease period. The obligations under finance leases are secured by the lessors’ title to the leased assets.

e) Debentures

The debentures had been rescheduled during the financial year 2012. The debentures are secured by floating charges over the assets of the Group and bear interest that varies with the bank’s prime lending rate.



24. BORROWINGS (CONT’D)THE GROUP

2016 2015

MUR’000 MUR’000


Later than 1 year and not later than 2 years - 24,800

Later than 2 years and not later than 3 years - 24,800

Later than 3 years and not later than 5 years - 24,800

Total 86,800 99,200

(f) The effective interest rates at the end of the reporting period were as follows:


% % % %

Mauritian rupee

Bank overdrafts 6.0% - 6.9% 6.0% - 7.0% 6.65% - 6.9% 6.9% - 7.0%

Bank loans repayable by instalments 7.0% - 12.50% PLR+1% - 7.23% - 7.65% - 8.0%

Fixed rate multicurrency notes 5.3% - 5.85% 5.3% - 5.85% 5.3% - 5.85% 5.3% - 5.85%

Finance lease obligations 7.5% - 10.5% 7.5% - 10.5% - -

Bills discounted PLR PLR - -

Debentures 7.40% PLR + 1% - -

Money market line 3.75% - 5.5% 1.75% - 5.5% 4.3% - 5.25% 4.3% - 5.5%

US Dollar

Bank overdrafts Libor + 1.5%/+ 2.75% Libor + 1.5%/+ 3.5% - -

Bank loans repayable by instalments 3.21% 4.00% - -

Finance lease obligations 2.90% 2.90% - -

Bills discounted Libor + 1.5%/+ 2.75% Libor + 1.5%/+ 3.5% - -

Money market line 2.25% - 3.00% -

Euro

Bank overdrafts Euribor + 1.5%/+ 2.75% Euribor + 1.5%/+ 3.5% - -

Bank loans repayable by instalments 3.89%- Euribor + 2.75% 3.29%- Euribor + 3% - -

Finance lease obligations 2.75% 2.75% - -

Bills discounted Euribor + 1.5%/+ 2.75% Euribor + 1.5%/+ 3.5% - -

Money market line 1.75% - 3.5% -

Indian Rupee

Bank overdrafts 11% 12% - -

Bills Discounted 10.45 % -

10.00 % - 12.00 % 13.00 % - -

(g) The carrying amounts of the borrowings are denominated in the following currencies:


MUR’000 MUR’000 MUR’000 MUR’000

Rupee 5,794,069 5,355,313 1,096,998 1,441,611

Euro 3,927,057 2,180,812 - -

US dollars 4,014,617 3,345,382 - -

UK Pound 485,771 386,094 - -

INR 52,940 42,242 - -

Ariary 41,434 79,503 - -

Others 4,030 26,832 - -

14,319,918 11,416,178 1,096,998 1,441,611

(h) The carrying amounts of borrowings are not materially different from their fair values.

(i) The bills discounted and the import loans are secured by fixed and floating charges over the assets of the CIEL Textile Limited.



25. DEFERRED INCOME TAXESAccounting policies

Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. However, if the deferred income tax arises from initial recognition of an asset or liability in a transaction, other than a business combination, that at the time of the transaction affects neither accounting nor taxable profit or loss, it is not accounted for.

Deferred income tax is determined using tax rates that have been enacted or substantively enacted by the end of the reporting period and are expected to apply in the period when the related deferred income tax asset is realised or the deferred income tax liability is settled.

Deferred tax assets are recognised to the extent that it is probable that future taxable profit will be available against which deductible temporary differences can be utilised.

For the purposes of measuring deferred tax liabilities and deferred tax assets for investment properties that are measured using the fair value model, the carrying amounts of such properties are presumed to be recovered entirely 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 of the economic benefits embodied in the investment property over time, rather than through sale.

Deferred income taxes are calculated on all temporary differences under the liability method at the rate of 15% (2015 - 15%).

(a) There is a legally enforceable right to offset current tax assets against current tax liabilities and deferred income tax assets and liabilities when the deferred taxes relates to the same fiscal authority.

The following amounts are shown in the statement of financial position:

THE GROUP

2016 Restated

2015

MUR’000 MUR’000

Deferred tax liabilities 1,042,479 1,238,868

Deferred tax assets (82,212) (138,433)

960,267 1,100,435

(b) The movement on the deferred income tax account is as follows:

THE GROUP

2016 Restated

2015

MUR’000 MUR’000

At 1 July 1,100,435 681,777

Acquisition of subsidiaries - 353,917

Translation difference 5,018 11,624

Adjustment to opening balance (12,157) -

Disposal - 448

Credited to profit or loss (Note 29) (176,496) (32,546)

Charged to other comprehensive income 43,467 85,215

At 30 June 960,267 1,100,435



25. DEFERRED INCOME TAXES (CONT’D)(c) The movement in deferred tax assets and liabilities during the year, without taking into consideration the offsetting

of balances within the same fiscal authority, is as follows:

THE GROUP

Accelerated Tax

Depreciation

Revaluation of

Properties TotalMUR’000 MUR’000 MUR’000

Deferred tax liabilitiesAt 1 July 2014 410,155 358,585 768,740Acquisition of subsidiaries 259,604 113,526 373,130Translation difference 7,815 2,526 10,341Credited to profit or loss 4,640 (5,001) (361)Charged to other comprehensive income 67 86,951 87,018At 30 June 2015 682,281 556,587 1,238,868Adjustment to opening balance (12,157) - (12,157)Translation difference 4,674 900 5,574Credited to profit or loss (61,623) (54) (61,677)(Credited)/charged to other comprehensive income - 59,916 59,916At 30 June 2016 613,175 617,349 1,230,524

Provisions/ Others

Retirement Benefit

Obligation

Tax Losses Carried

Forward

Share Appreciation

Rights Scheme Total

MUR’000 MUR’000 MUR’000 MUR’000 MUR’000 Deferred tax assetsAt 1 July 2014 28,613 49,657 5,869 2,824 86,963Acquisition of subsidiaries - 1,614 17,599 - 19,213Reclassification (2,306) - - 2,306 -Translation difference - - (1,283) - (1,283)Disposal (129) (319) - - (448)Credited/(charged) to profit or loss 27,012 10,367 (3,888) (1,306) 32,185Credited to other comprehensive income (3,763) 4,574 992 - 1,803At 30 June 2015 49,427 65,893 19,289 3,824 138,433Reclassification - - - - -Translation difference (127) - 683 - 556Credited/(charged) to profit or loss (17,973) 3,226 130,774 (1,208) 114,819Credited to other comprehensive income 8,279 8,170 - - 16,449At 30 June 2016 39,606 77,289 150,746 2,616 270,257

No deferred tax asset has been recognised in respect of MUR 38.7M (2015: MUR7.2M) of tax losses due to unpredictability of future profit streams.

26. RETIREMENT BENEFIT OBLIGATIONSAccounting policies

Defined benefit plans

A defined benefit plan is a pension plan that is not a defined contribution plan. Typically defined benefit plans define an amount of pension benefit that an employee will receive on retirement usually dependent on one or more factors such as age, year of service and compensation.



26. RETIREMENT BENEFIT OBLIGATIONS (CONT’D)The liability recognised in the statement of financial position in respect of defined benefit pension plans is the present value of the defined benefit obligation at the end of the reporting period less the fair value of plan assets.

The defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method.

Remeasurement of the net defined benefit liability, which comprise actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions, the return on plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest) is recognised immediately in other comprehensive income in the period in which they occur. Remeasurements recognised in other comprehensive income shall not be reclassified to profit or loss in subsequent period.

The Group determines the net interest expense/(income) on the net defined benefit liability/(asset) for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the net defined benefit liability/(asset), taking into account any changes in the net defined liability/(asset) during the period as a result of contributions and benefits payments. Net Interest expense/(income) is recognised in profit or loss.

Service costs comprising current service cost, past service cost, as well as gains and losses on curtailments and settlements are recognised immediately in profit or loss.

CIEL Textile Limited, CIEL Corporate Services Ltd, The Medical & Surgical Centre Ltd and Sun Limited, subsidiary companies of CIEL Ltd, contribute to a defined benefit plan for certain employees.

Defined contribution plans

A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. The Group has no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

Payments to defined contribution plans are recognised as an expense when employees have rendered service that entitle them to the contributions.

Gratuity on retirement

For employees who are not covered (or who are insufficiently covered by the above pension plans), the net present value of gratuity on retirement payable under the Employment Rights Act 2008 (Amended) is calculated by a qualified actuary and provided for. The obligations arising under this item are not funded.

Termination benefits

Termination benefits are payable when employment is terminated before the normal retirement date or whenever an employee accepts voluntary redundancy in exchange for these benefits. The Group recognises termination benefits when it is demonstrably committed to either: terminating the employment of current employees according to a detailed formal plan without possibility of withdrawal; or providing termination benefits as a result of an offer made to encourage voluntary redundancy. Benefits falling due more than 12 months after the end of the reporting period are discounted to present value.



26. RETIREMENT BENEFIT OBLIGATIONS (CONT’D) THE GROUP

2016 2015

MUR’000 MUR’000

Amounts recognised in the statement of financial position:

Defined pension benefits (note (a)(ii)) 150,996 115,908

Other post retirement benefits (note (b)) 418,778 364,926

569,774 480,834

Analysed as follows:

Non-current liabilities 569,774 480,834

Amounts charged to profit or loss:

- Defined pension benefits (note (a)(v)) 56,422 59,652

- Other post retirement benefits (note (b)(iii)) 52,297 66,567

108,719 126,219

Amounts charged to other comprehensive income:

- Defined pension benefits (note (a)(vi)) 38,291 (19,368)

- Other post retirement benefits (note (b)(iv)) 21,330 51,507

59,621 32,139

(a) Defined pension benefits

(i) Some companies of the Group operate defined benefit pension plans. The plan is a final salary plan, which provides benefits to members in the form of a guaranteed level of pension payable for life. The level of benefits provided depends on members’ length of service and their salary in the final years leading up to retirement.

Group companies participate in the United Mutual Superannuation Fund, CIEL Group Segregated Fund and Sugar Industry Pension Fund and other pension schemes present in respective companies.

The assets of the plan are independently administered separately. The present value of the defined benefit obligations, and the related current service cost and past service cost, were measured using the Projected Unit Credit Method.

THE GROUP 2016 2015

MUR’000 MUR’000

(ii) The amounts recognised in the statement of financial position are as follows:

Fair value of plan assets 753,500 748,366

Present value of funded obligations (851,222) (819,127)

Deficit of funded plans (97,722) (70,761)

Present value of unfunded obligations (53,274) (45,147)

Liability in the statement of financial position (150,996) (115,908)

The net defined benefit liability is arrived at as follows:

THE GROUP 2016 2015

MUR’000 MUR’000

Balance at 1 July 115,908 109,161


Disposal of subsidiary - (4,318)

Charged to profit or loss 56,422 59,652

Charged to other comprehensive income 38,291 (19,368)

Contributions paid (59,625) (59,153)

Balance at 30 June 150,996 115,908




2016 2015

MUR’000 MUR’000

(iii) The movement in the defined benefit obligation is as follows:

Balance at 1 July 864,274 751,370



Current service cost 35,812 50,032

Interest expense 58,836 72,682

Past service cost 10,721 -

Employees contributions 5,669 7,273

Actuarial (losses)/gains (31,482) 22,039

Benefits paid (39,332) (58,645)

Balance at 30 June 904,498 864,274

THE GROUP 2016 2015

MUR’000 MUR’000

(iv) The movement in the fair value of plan assets of the year is as follows:

Balance at 1 July 748,366 642,209



Expected return on plan assets 47,672 59,793

Implied return on plan assets - 2,060

Return on plan assets, excluding amounts included in interest expense (51,138) 38,336

Actuarial (losses)/gains (14,641) 7,000

Scheme expenses (1,231) (1,024)

Cost of insuring risk benefits (1,490) (1,695)

Employer contributions 57,265 56,263

Employee contributions 5,669 7,273

Benefits paid (36,972) (55,756)

Balance at 30 June 753,500 748,366

THE GROUP 2016 2015

MUR’000 MUR’000

(v) The amounts recognised in profit or loss are as follows:


Scheme expenses 1,231 1,024

Cost of insuring risk benefits 1,489 1,695

Expected return on plan assets (3,995) (3,929)

Past service cost 10,721 -

Interest expense 11,164 10,830

Total, included in employee benefit expense 56,422 59,652




2016 2015

MUR’000 MUR’000

(vi) The amounts recognised in other comprehensive income are as follows:

Remeasurement on the net defined benefit liability:

Losses on pension scheme assets 14,641 (7,000)

Liability experience losses (31,483) (22,340)

Changes in assumptions - 44,379

Actuarial losses (16,842) 15,039

Return on plan assets excluding interest income 55,133 (34,407)

38,291 (19,368)

THE GROUP 2016 2015

MUR’000 MUR’000

(vii) The fair value of the plan assets at the end of the reporting period were:

Cash and cash equivalents 30,447 68,197

Local equities 119,096 106,882

Overseas equities 349,788 363,484

Debt instruments 254,169 209,803

Total Market value of assets 753,500 748,366

The fair value of the above equity and debt instruments are determined based on quoted market prices in active markets. The fair value of properties are not based on quoted market prices in active markets.

The breakdown of the assets above corresponds to a notional allocation of the underlying investments based on the long term strategy of each fund.

In terms of the individual expected returns , the expected return on equities has been based on an equity risk premium above a risk free rate. The risk free rate has been measured in accordance to the yields on government bonds at the measurement date. The fixed interest portfolio includes local and foreign deposits.

The expected return for this asset class has been based on these fixed deposits at the measurement date.

(viii) The principal actuarial assumptions used for accounting purposes were:

THE GROUP 2016 2015

% %

Discount rate 6.2-7 6.5-7

Expected return on plan assets 6.5-7 7-7.5

Future salary increases 4.5-5.5 4.5-5.5

Future pension growth rate nil-1 nil-1



26. RETIREMENT BENEFIT OBLIGATIONS (CONT’D)(ix) Sensitivity analysis on defined benefit obligations at end of the reporting date:

Increase DecreaseMUR’000 MUR’000

Discount rate (1% increase) - 119,499

Future long term salary assumption (1% increase) 29,749 -

The sensitivity above have been determined based on a method that extrapolates the impact on net defined benefit obligation as a result of reasonable changes in key assumptions occurring at the end of the reporting period.

The present value of the defined benefit obligation has been calculated using the projected unit credit method.

The sensitivity analysis may not be representative of the actual change in the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.

(x) The defined benefit pension plan exposes the group to actuarial risks, such as longevity risk, salary risk, interest rate risk and market (investment) risk.

Longevity risk

The obligation for the members is calculated based on the best estimate of plan participants’ mortality after retirement. Sensitivity has also been performed in respect of the mortality assumption. An increase in the life expectancy of the plan participants will increase the liability.

Salary risk

The present value of the liability is calculated based on the future salary increase of the non-members and members of the plan. Sensitivity analysis of salary increase assumption has been performed to assess its impact on the liability. An increase in salary increase assumption leads to an increase the present value of the obligations

Interest rate risk

The present value of the obligation is calculated using a discount rate based on the yields of long term government bonds. An increase or decrease in the discount rate can have a significant impact on the liabilities.

Market (investment) risk

Market risk is the risk that the value of an investment will decrease due to moves in market factors. The fair value of the plan assets depends on all the components of the investment value. Hence, an increase or decrease in the components of investment value may have a significant impact on the fair value of the plan assets.

(xi) The funding requirements are based on the pension fund’s actuarial measurement framework set out in the funding policies of the plan.



26. RETIREMENT BENEFIT OBLIGATIONS (CONT’D)(xii) The Group expects to pay MUR 40M in contributions to its post-employment benefit plans for the year ending 30

June 2017.

(xiii) The weighted average duration of the defined benefit obligations ranges between 7 and 23 years at the end of the reporting period.

(b) Other post retirement benefits

Other post retirement benefits comprise pensions to be paid on retirement or on death before retirement as per the Sugar Industry Remuneration Order and gratuity on retirement under the Employment Rights Act 2008.

THE GROUP 2016 2015

MUR’000 MUR’000

(i) The amounts recognised in the statement of financial position are as follows:

Defined benefit liability 418,778 364,926

(ii) Movement in the liability recognised in the statement of financial position:

Balance at 1 July 364,926 248,712

Total expense 52,297 66,567


Actuarial losses recognised in other comprehensive income 21,330 51,507

Benefits paid (19,775) (12,617)

Balance at 30 June 418,778 364,926

THE GROUP 2016 2015

MUR’000 MUR’000

(iii) The amounts recognised in the profit or loss are as follows:


Past service cost 741 4,290

Interest cost 25,508 32,202

At 30 June 52,297 66,567

THE GROUP 2016 2015

MUR’000 MUR’000

(iv) Amounts for the current year are as follows:

Present value of defined benefit obligation 418,777 364,926

Actuarial losses 21,330 51,507



26. RETIREMENT BENEFIT OBLIGATIONS (CONT’D)(v) The principal actuarial assumptions used for accounting purposes were:

2016 2015% %

Discount rate 6.5-8 6.5-8

Future salary increases 4.5-5 4.5-5

(vi) Sensitivity analysis on defined benefit obligations at end of the reporting date:

Increase DecreaseMUR’000 MUR’000

Discount rate (1% increase) - 35,300Future long term salary assumption (1% increase) 12,417 -

The sensitivity above have been determined based on a method that extrapolates the impact on net defined benefit obligation as a result of reasonable changes in key assumptions occurring at the end of the reporting period. The present value of the defined benefit obligation has been calculated using the projected unit credit method.

The sensitivity analysis may not be representative of the actual change in the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.

(vii) The weighted average duration of the defined benefit obligations ranges between 7 and 16 years at the end of the reporting period.

27. PROVISIONS FOR OTHER LIABILITIES AND CHARGESAccounting policies

Provisions are recognised when : the Group has a present legal or constructive obligation as a result of past events; it is probable that an outflow of resources that can be reasonably estimated will be required to settle the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows.

THE GROUP2016 2015

MUR’000 MUR’000

Legal claims, severance allowances and penalties 20,469 16,406



28. TRADE AND OTHER PAYABLESAccounting policies

Trade and other payables are stated at fair value and subsequently measured at amortised cost using the effective interest method.


MUR’000 MUR’000 MUR’000 MUR’000

Trade payable 1,186,133 1,166,708 - -

Client advances 216,253 181,002 - -

Payable to subsidiary companies - - 48,179 61,297

Payable to related companies 54,963 786,755 - -

Other payables and accruals 2,636,652 2,898,542 26,710 40,853

Current accounts with other banks 16,039 12,845 - -

Other payables to banks 4,134 41,317 - -

Derivative financial instruments 59,506 41,253 - -

Employee related expenses 21,332 1,264 - -

4,195,012 5,129,686 74,889 102,150

Broken down as follows:Banking segment 564,512 631,791


4,195,012 5,129,686

The carrying amount of trade and other payables approximate their fair value.

Payables are denominated in the following currencies:


MUR’000 MUR’000 MUR’000 MUR’000

USD 685,939 783,535 35,555 35,555

EURO 229,960 909,093 - -

MUR 2,039,068 2,375,611 39,334 66,595

GBP 77,200 101,882 - -

INR 416,557 245,831 - -

ARIARY 298,784 278,434 - -

OTHERS 447,504 435,300 - -

4,195,012 5,129,686 74,889 102,150

29. INCOME TAXAccounting policies

The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current tax

The current income tax charge is based on taxable income for the year calculated on the basis of tax laws enacted or substantively enacted by the end of the reporting period.



29. INCOME TAX (CONT’D)THE GROUP THE COMPANY

2016 2015 2016 2015

MUR’000 MUR’000 MUR’000 MUR’000

(a) CHARGE

Current tax on the adjusted profit for the year 326,599 298,261 1,075 1,040

Under/(Over) provision in previous years 3,178 (10,561) - -

Deferred tax (note 25) (176,496) (32,546) - -

Charge for the year 153,281 255,154 1,075 1,040

(b) LIABILITY

At 1 July 117,183 108,262 410 643

Opening balance adjustment (15,376) - - -

Acquisition of subsidiary - 15,407 - -

Effect of amalgamation - 514 - -

Over provision in previous years 3,178 (10,561) - -

Charge for the year 326,599 298,261 1,075 1,040

Paid during the year (197,045) (181,294) (1,275) (1,273)

Advance payment for current year (85,078) (71,775) - -

Exchange difference - (4,243) - -

Tax deducted at source (32,120) (37,388) - -

At 30 June 117,341 117,183 210 410

The tax on the profit before taxation differs from the theoretical amount that would arise using the basic tax rate:


MUR’000 MUR’000 MUR’000 MUR’000

Profit before taxation 1,335,215 2,435,221 314,802 323,557

Tax calculated at a rate of 15% (2015: 15%) 200,282 365,283 47,220 48,534

Tax effect of :-

Income not subject to tax (130,383) (282,377) (69,709) (108,038)

Expenses not deductible for tax purposes 72,724 108,845 23,564 60,544

Tax on turnover of overseas subsidiaries 2,465 2,364 - -

Effect of different tax rate 14,341 25,510 - -

Over provision in previous years 5,225 6,379 - -

Foreign tax credit (26,082) (30,647) - -

Investment tax relief (4,963) (1,890) - -

Other adjustments 19,672 61,687 - -

Tax charge 153,281 255,154 1,075 1,040



30. DIVIDENDS PER SHAREAccounting policies

Dividend distribution to the Company’s shareholders is recognised as a liability in the financial statements in the period in which the dividends are declared.

THE GROUP & THE COMPANY 2016 2015

MUR’000 MUR’000

Amounts recognised as distributions to equity holders in the year:

Final dividend payable in respect for year ended 2016 of 11 cents per share (2015: 11 cents per share) 167,768 167,499

Interim dividend paid for the year ended 2016 of 7 cents per share (2015: 5 cents per share) 106,612 76,112

274,380 243,611

31. DEPOSITS FROM CUSTOMERSTHE GROUP

2016 2015

MUR’000 MUR’000

Banking Segment 10,152,070 8,412,854

Demand deposits 2,072,102 1,846,587

Savings deposits

Time deposits with remaining terms to maturity: 1,036,543 1,236,150

Within 1 year 6,323 6,167

Over one year and up to five years 13,267,038 11,501,758

32. REVENUEAccounting policies

Revenue is measured at the fair value of the consideration received or receivable, and represents amounts receivable for goods supplied, stated net of discounts, returns, value added taxes, rebates and other similar allowances and after eliminating sales within the Group.

Sale of goods

Sales of goods are recognised when the goods are delivered and titles have passed, at which time all of 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 reliably measured;

- it is probable that the economic benefits associated with the transaction will flow to the Group; and

- the costs incurred or to be incurred in respect of the transaction can be measured reliably.



32. REVENUE (CONT’D)Rendering of services

Revenue from rendering of services are recognised in the accounting year in which the services are rendered (by reference to completion of the specific transaction assessed on the basis of the actual service provided as a proportion of total services to be provided).

Other revenue includes:

• Dividend income - when the shareholder’s right to receive payment is established;

• Sale of Invest Hotel Scheme rooms - Revenue on sale of rooms is recognised when there is a legal transfer of ownership and customer acceptance.

• Interest income - on a time-proportion basis using the effective interest method. When a receivable is impaired, the Group reduces the carrying amount to its recoverable amount, being the estimated future cash flow discounted at original effective interest rate, and continues unwinding the discount as interest income.

Interest income on impaired loans is recognised either as cash is collected or on a cost-recovery basis as conditions warrant;

• Management fees - as it accrues;

• Rental income - as it accrues;

• Information and communication technology income - as it accrues;

• Income from foreign exchange dealings - on a settlement basis;

• Fees and commission - on an accrual basis.


MUR’000 MUR’000 MUR’000 MUR’000

Revenue from:

- Textile 10,482,208 10,119,098 - -

- Hotel 4,989,237 4,205,829 - -

- Healthcare 1,189,014 288,054 - -

Net interest income from banking 1,457,808 1,457,360 - -

Dividend income

Listed 975 1,907 54,532 55,311

DEM 1,054 1,054 187,382 144,384

Unquoted 164 1,839 95,339 176,169

Others:

Management and service fees 278,552 272,091 - -

Interest income 44,723 24,379 6,837 5,361

Rental income 40,506 22,036 - -

Other income 48,311 61,294 2,601 646

18,532,552 16,454,941 346,691 381,871



33. EARNINGS BEFORE INTERESTS, TAXATION, DEPRECIATION AND AMORTISATION


2016 2015 2016 2015

MUR’000 MUR’000 MUR’000 MUR’000

Revenue 18,532,552 16,454,941 346,691 381,871

Profit on disposal of property, plant and equipment 924 7,444

Profit on disposal of held for sale assets - - - -

Other operating income 334,584 186,252 - -

Cost of sales - textile (5,276,732) (5,131,586) - -

Cost of sales - hotel (1,125,823) (527,301) - -

Cost of sales - healthcare (438,886) (103,830) - -

Employee benefit expenses (note 35) (5,094,616) (4,364,255) - -

Management fees and services (169,311) (110,894) (49,195) (56,724)

Professional, legal and consultancy fees (159,429) (74,664) (4,373) (44,505)

Rental and leases (454,886) (456,604) - -

Logistics and utilities (1,080,258) (1,005,659) - -

Office expenses (197,122) (199,638) - -

Transport expenses (121,888) (160,052) - -

Marketing expenses (398,937) (214,167) - -

Repairs and maintenance (420,507) (332,285) - -

Social and events (39,813) (69,065) - -

Provision for impairment (119,298) 108,877

Other expenses (1,034,937) (1,426,917) (36,668) (26,463)

2,735,617 2,580,597 256,455 254,179

34. FINANCE COSTSTHE GROUP THE COMPANY

2016 2015 2016 2015

MUR’000 MUR’000 MUR’000 MUR’000

Interest expense:Bank overdrafts 52,357 35,952 793 11,766

Loans repayable by instalments 434,457 302,971 4,943 8,277

Bills discounted 17,116 11,952 - -

Import loans 16,815 13,828 - -

Debentures 6,993 9,114 - -

B shares dividend 6,618 5,090 - -

Interest on bank guarantee 1,155 296 - -

Loans at call 1,653 812 6,563 36,070

Finance leases 12,120 16,812 - -

Fixed rate secured notes 56,815 1,244 56,815 1,244

Other loans 24,329 33,234 435 457

630,428 431,305 69,549 57,814

Net foreign exchange transactions gain (75,318) (104,892) (2,781) (3,948)

555,110 326,413 66,768 53,866



35. EMPLOYEE BENEFIT EXPENSETHE GROUP

2016 2015

MUR’000 MUR’000

4,463,877 3,985,970

Wages and salaries 184,388 162,160

Social security costs 81,678 46,983

Pension costs - defined contribution plans 56,422 59,652

Pension costs - defined benefit plans 2,297 149

Severance 52,297 66,567

Other post-retirement benefits 253,657 42,774

Others 5,094,616 4,364,255

36. CLOSURE, MARKETING LAUNCH, RESTRUCTURING, BRANDING AND TRANSACTION COSTSTHE GROUP

2016 2015

MUR’000 MUR’000

333,832 82,125

Closure costs - 65,791

Restructuring costs - 105,080

Transaction costs 79,312 -

Marketing launch 76,423 -

Depreciation 31,018 -

Relocation and relaunching costs 13,623 12,253

Re-branding costs 534,208 265,249

37. EARNINGS PER SHARETHE GROUP THE COMPANY

2016Restated

2015 2016 2015

Basic earnings per share

Profit attributable to owners of parent

(MUR’000) 477,150 1,125,990 313,727 322,517

Weighted Number of ordinary shares 1,523,353,773 1,522,036,422 1,523,353,773 1,522,036,422

Earnings per share MUR 0.31 0.74 0.21 0.21


2016Restated

2015 2016 2015

Earnings per share before non-recurring items

Profit attributable to owners of parent

(MUR’000) 702,843 724,802 188,612 199,273

Weighted Number of ordinary shares 1,523,353,773 1,522,036,422 1,523,353,773 1,522,036,422

Earnings per share before non-recurring items MUR 0.46 0.48 0.12 0.13

The impact of potential shares that could be issued under the Share Appreciation Rights Scheme on the earnings per share would not be material based on the company’s share price as at 30 June 2016.



38. NOTES TO THE STATEMENTS OF CASH FLOWS


2016 2015 2016 2015

(a) Cash flow from operating activities MUR’000 MUR’000 MUR’000 MUR’000

Reconciliation of profit before taxation to cash generated from operations:Profit before taxation 1,335,215 2,435,221 314,802 323,557Amortisation of intangible assets 32,203 22,121 - -Depreciation 780,788 618,720 - -Rental income (40,506) (22,036) - -Interest expense 630,428 431,305 69,549 57,814Interest income (44,723) (24,379) (6,837) (5,361)Gain on remeasurement of equity interest - (700,622) - -Amortisation of leasehold land 12,986 9,132 - -Impairment of goodwill 29,917 - - -Fair value gain on investment property (265,135) - - -Share of result of joint ventures (146,998) (93,697) - -Share of result of associated companies (56,254) (150,933) - -Share based scheme 6,286 9,041 - -Intangible assets written off 1,315 1,685 - -Property, plant & equipment written off 53,132 34,985 - -Provision 17,770 (12,410) - -Impairment of investment in joint venture - 17,545 - 175,374Profit on disposal of held for sale assets - (168,552) - -Profit on disposal of investment in subsidiary company - - (125,115) (121,755)Retirement benefit obligations 29,319 54,449 - -Unrealised exchange difference 39,263 13,738 - -Profit on disposal of investment - (2,353) (19) (625)Profit on disposal of investment in associates - - - (176,863)Profit on disposal of plant and equipment (924) (7,243) - -

2,414,082 2,465,717 252,380 252,141Changes in working capital:- trade and other receivables (483,302) 63,437 18,867 67,893- loans and advances (1,115,865) (1,220,989) - -- investment securities 530,341 (514,613) - -- inventories (92,603) (55,200) - -- trade and other payables (842,121) (358,993) (27,262) (144,336)- deposits from customers 1,668,812 634,491 - -

Cash generated from operating activities 2,079,344 1,013,850 243,985 175,698

(b) Cash and cash equivalents


MUR’000 MUR’000 MUR’000 MUR’000Cash in hand and at bank 996,029 835,862 1,852 41,572Foreign currency notes and coins 137,176 97,436 - -Balances with Central Bank 956,403 970,579 - -Balances due in clearing (3,949) 34,384 - -Balances with bank 2,357,248 1,256,786 - -Placements 1,140,444 1,265,204 - -

5,583,351 4,460,251 1,852 41,572Bank overdrafts (2,006,902) (1,427,933) (804) (10,455)Restricted cash - (52,185) - -Cash at call - (80,045) (96,144) (73,106)Money market line (389,972) (350,000) - (350,000)

3,186,477 2,550,088 (95,096) (391,989)

Cash and cash equivalents include an amount of MUR 391M (2015: MUR 236M) which has been deposited with a financial institution as a guarantee for letter of credit.

Restricted cash represents cash secured in an escrow account for the purpose of purchasing property, plant and equipment.



39. BUSINESS COMBINATION(a) Disposal of interest in a subsidiary without loss of control - 30 June 2016

Dilution in Ciel Healthcare Limited

During the year, MUR 860.4M of capital was injected in Ciel Healthcare Limited (CHL) by Ciel Ltd and other shareholders. Out of the MUR 860.4M injected, MUR 96.6M was contributed by Ciel Ltd and MUR 763.8M by non controlling interest of CFL. As a result, Ciel Ltd’s stake in CHL fell from 100% to 68.38% in December 2015 and to 53.88% in March 2016.

The following summarises the effect of changes in the Group’s ownership interest in CHL:

MUR’000

Increase in retained earnings 30,254Increase in non-controlling interest 733,606

763,860

Dilution in Ciel Finance Limited

In August 2015, a non-controlling shareholder injected MUR 235.3M in Ciel Finance Limited (CFL) resulting in a decrease in the Group holding in CFL from 82.9% to 75.1%.

The following summarises the effect of changes in the Group’s ownership interest in CHL:

MUR’000

Decrease in retained earnings (66,573)Increase in non-controlling interest 301,898

235,325

(b) Acquisition of subsidiaries - Group level - 30 June 2015

Additional investment in The Medical & Surgical Centre Ltd (MSCL)

The Group previously held 29.8% in MSCL as at 30 June 2014. An additional 15.13% was acquired on 17 October 2014 increasing the Group’s stake in the associate to 44.93%. On 26 February 2015, an additional 13.67% was acquired for a consideration MUR 137.4M, thus obtaining control.

This transaction resulted in the recognition of a fair value on business combination as follows :

MUR’000

Fair value on business combination 1,426,609Less : carrying amount of investment on the date of change in control (919,776)

Fair value gain on business combination 506,833



39. BUSINESS COMBINATION (CONT’D)(b) Acquisition of subsidiaries - Group level - 30 June 2015(cont’d)

Investment in Anahita Hotel Limited

On 1 December 2014, the Group acquired 50% of the share capital of Anahita Hotel Limited, which owns the Four Seasons Resorts at Anahita, for MUR 926.4M. In May 2015, the Group acquired the remaining 50% of the share capital and obtained the control of Anahita Hotel Limited.

This transaction has resulted in the recognition of a fair value on business combination as follows:

MUR’000 Fair value on business combination 1,516,471

Less : carrying amount of investment on the date of change in control (911,971)

Fair value gain on business combination 604,500

The goodwill of MUR 223.7M arising from the acquisition is attributable to acquired customer base and economies of scale expected from combining the operations of the Group and Anahita Hotel Limited.

None of the goodwill recognised is expected to be deductible for income tax purposes.

Investment in International Medical Group Limited (IMG)

In June 2015, the Group acquired 90.1% of IMG Group, which operates in the healthcare sector, mainly in Uganda.

The following table summarises the consideration paid and the amounts of the assets acquired and liabilities assumed recognised at acquisition date for the above investments.

The Medical & Surgical

Centre Ltd Anahita

Hotel Ltd

International Medical

Group Ltd TotalMUR’000 MUR’000 MUR’000 MUR’000

Cash consideration 137,452 1,516,471 295,555 1,949,478Consideration payable - - 347,300 347,300Contingent consideration - - 102,974 102,974Fair value of equity interest held before the business combination 448,113 1,516,471 - 1,964,584

Total consideration 585,565 3,032,942 745,829 4,364,336



39. BUSINESS COMBINATION (CONT’D)(b) Acquisition of subsidiaries - Group level - 30 June 2015 (cont’d)

Recognised amounts of identifiable assets acquired and liabilities assumed The Medical

& Surgical Centre Ltd

Anahita Hotel Ltd



Intangible assets 7,508 - - 7,508Property, plant & equipment 529,398 4,036,023 340,679 4,906,100Investment in associate - 112,648 - 112,648Deferred tax asset 1,629 - 17,584 19,213Leasehold rights and leasehold prepayments - 215,000 16,700 231,700Non current receivables - 32,201 - 32,201Inventories 31,425 15,954 9,673 57,052Trade and other receivables 64,298 115,765 101,174 281,237Cash and cash equivalent 87,293 44,948 (15,971) 116,270Trade and other payables (68,906) (151,449) (153,268) (373,623)Tax liability (6,201) - (9,206) (15,407)Borrowings (1,677) (1,329,121) (1,055) (1,331,853)Retirement benefit obligations (29,934) (10,757) - (40,691)Deferred tax liabilities (25,780) (271,960) (75,390) (373,130)

Total identifiable net assets 589,053 2,809,252 230,920 3,629,225Non controlling interest (243,868) - (23,046) (266,914)Goodwill 240,380 223,690 537,955 1,002,025

585,565 3,032,942 745,829 4,364,336

Fair value gain on business combination 96,122 604,500 - 700,622

The fair value gain on business combination has been recorded in the statement of profit or loss.

The Medical & Surgical

Centre Ltd Anahita

Hotel Ltd



Total consideration 585,565 3,032,942 745,829 4,364,336Consideration not yet paid - - (450,274) (450,274)Fair value on business combination (448,113) (604,500) - (1,052,613)Reserves accounted in associate - 14,430 - 14,430

137,452 2,442,872 295,555 2,875,879Cash & cash equivalents acquired (87,293) (44,948) 15,971 (116,270)

50,159 2,397,924 311,526 2,759,609

Additional consideration paid 151,791 (89,862) - 61,929

201,950 2,308,062 311,526 2,821,538

The goodwill is attributable to the expected future profitability of the acquired businesses.



39. BUSINESS COMBINATION (CONT’D)(c) Acquisition of subsidiary companies - Company level

2016 2015

MUR’000 MUR’000

Consideration paid for increased interest/acquisition of subsidiaries 105,596 1,096,605

Consideration paid for increased interest previously held in associate - 288,843

105,596 1,385,448

(d) Acquisition of additional interest in a subsidiary - 30 June 2015

In October 2014, the Group, through its 60% subsidiary, IOFHL, acquired an additional 2.0% in BNI Madagascar for a consideration of MUR 37.2M, increasing IOFHL ownership from 51% to 53%. The carrying amount of BNI’s owners’ interest on the date of additional investment was MUR 1.7bn. The Group recognised a decrease in non-controlling interest of MUR 33.7M and a decrease in retained earnings of MUR 3.5M.

In March 2015, the Group increased its stake in Sun Limited by 6.44% following a rights issue. The carrying amount of Sun Limited owner’s interest was MUR 7.2bn on date of acquisition. The Group recognised a net increase in non-controlling interest of MUR 59.8M and an increase in retained earnings of MUR 208.7M.

40. CONTINGENCIESTHE GROUP THE COMPANY

2016 2015 2016 2015

MUR’000 MUR’000 MUR’000 MUR’000

Bank guarantees in respect of expatriates 14,500 53,000 - -

Bank guarantees in respect of bank loans 62,925 64,300 - -

Vat assessment 4,392 5,539 - -

81,817 122,839 - -

CIEL Finance Limited has a floating charge of Euro 4M in favour of a bank to counter-guarantee BNI Madagascar in respect of credit concentration limits imposed by the Malagasy regulator. This limit was temporarily increased to Euro 6M until end of September 2016. Subsequently, the limit will fall back to Euro 4M.

At 30 June 2016, Sun Limited provided a corporate guarantee of USD 10M for one of its subsidiaries in respect of a temporary overdraft facility taken by the subsidiary for the year under review. The Directors consider that no liabilities will arise as the probability for default in respect of the guarantee is remote.

Sun Limited has provided corporate financial guarantee for an amount of MUR 62M (30 June 2015: MUR 62M) in respect of bank loans to one of its subsidiaries. The Directors consider that no liabilities will arise as the probability for default in respect of the guarantee is remote.

At 30 June 2016, CIEL Textile Limited Group had bank guarantees amounting to MUR 14.5M (2015:MUR 53M) to third parties in respect of expatriates.

During the year ended 30 June 2015, Tropic Madagascar SA was subject to an assessment from the local tax authorities in Madagascar. The matter had been referred for Appeal as the company believes that claims made by local authorities are unreasonable.

At 30 June 2016, the Group had contingent liabilities in respect of bank and other guarantees and other matters arising in the ordinary course of business from which it is anticipated that no material liabilities would arise.



41. COMMITMENTSTHE GROUP THE COMPANY

2016 2015 2016 2015

MUR’000 MUR’000 MUR’000 MUR’000

(a) Capital CommitmentsAuthorised by the directors and contracted for 988,000 629,206 - -

Authorised by the directors but not contracted for 1,083,829 2,215,248 - 117,000

2,071,829 2,844,454 - 117,000

The Group capital commitments include funds earmarked for hotel refurbishment and future investment.

(b) Operating lease commitments

The Group leases land and motor vehicles under non-cancellable operating lease arrangements.

The future minimum lease payments are as follows:

THE GROUP2016 2015

MUR’000 MUR’000


Later than 1 year and not later than 5 years 1,489,343 1,331,188

After 5 years 20,273,916 20,190,371

22,129,629 21,846,616

Hotel segment

The above operating lease arrangements include state leasehold land rentals for periods up to which the rental amounts have been agreed. The state leasehold land rentals terms go up to a maximum of 60 years and do not contain any option to buy at the end of the lease term. Sun Limited opted to enter into the new 60 years state lease agreement offered by the Government of Mauritius in respect of three properties.

The operating lease for the corporate office has an initial lease term of 5 years with an option to buy at the end of the lease term. The Group has exercised its option in 2012 to renew the lease for a further period of four years.

Sun Limited has entered into a lease agreement under which the Company is leasing the Ambre Resort & Spa, a 297-room hotel, and sub-lease the land on which the Hotel stands for an initial period of five years, effective from 1 October 2012. On 7 July 2015, the term of the lease agreement was renewed for another five years as from 1 October 2017 to 30 September 2022.

Rental of office

One of the subsidiaries leases offices under non-cancellable operating lease. The lease has varying terms, purchase options, escalation clauses and renewable rights. Renewals are at the specific entity that holds the lease.

The future minimum lease receivable are as follows:

THE GROUP2016 2015

MUR’000 MUR’000



After 5 years - 10,000

44,652 60,138

(c) Guarantees and other obligations on account customers and commitment - Banking Segment

The guarantees and other obligations on account of customers and commitments for the banking segment amounted to MUR 1.8bn as at 30 June 2016 (2015: MUR 1.4bn).



42. DERIVATIVE FINANCIAL INSTRUMENTSAccounting policies

Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently remeasured at their fair value. The method of recognising the resulting gain or loss depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the item being hedged.

The Group designates certain derivatives as either:

- hedges of the fair value of recognised liabilities (fair value hedge);

- hedges of a particular risk associated with a recognised liability or a highly probable forecast transaction (cash flow hedge); or

- hedges of a net investment in a foreign operation (net investment hedge).

The Group documents, at the inception of the transaction, the relationship between hedging instruments and hedged items, as well as its risk management objectives and strategy for undertaking various hedging transactions.

The Group also documents its assessment, both at hedge inception and on an ongoing basis, of whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in fair values or cash flows of hedged items.

The full fair value of a hedging derivative is classified as a non-current asset or liability when the remaining hedged item is more than 12 months; it is classified as a current asset or liability when the remaining maturity of the hedged item is less than 12 months. Trading derivatives are classified as a current asset or liability.

Fair value hedge

Changes in the fair value of derivatives that are designated and qualified as fair value hedges are recorded in profit or loss, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk.

The Group applies only fair value hedge accounting for hedging fixed interest risk on borrowings. The gain or loss relating to the effective portion of interest rate swaps hedging fixed rate borrowings is recognised in profit or loss within finance costs. The gain or loss relating to the ineffective portion is recognised in profit or loss.

Changes in the fair value of the hedge fixed rate borrowings attributable to interest rate risk are recognised in profit or loss within finance costs.

If the hedge no longer meets the criteria for hedge accounting, the adjustment to the carrying amount of a hedged item for which the effective interest method is used is amortised to profit or loss over the period to maturity.

Cash flow hedge

The effective portion of changes in the fair value of derivatives that are designated and qualified as cash flow hedges are recognised in other comprehensive income. The gain or loss relating to the ineffective portion is recognised immediately in the profit or loss.

Amounts accumulated in equity are reclassified to profit or loss in the periods when the hedged item affects profit or loss.

When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss existing in equity at that time remains in equity and is recognised when the forecast transaction is ultimately recognised in the income statement. When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in equity is immediately transferred to profit or loss.



42. DERIVATIVE FINANCIAL INSTRUMENTS (CONT’D)Net investment hedge

Hedges of net investments in foreign operations are accounted for similarly to cash flow hedges. Any gain or loss on the hedging instrument relating to the effective portion of the hedge is recognised in other comprehensive income. The gain or loss relating to the ineffective portion is recognised in profit or loss.

Gains or losses accumulated in equity are included in profit or loss when the foreign operation is partially disposed of or sold.

Derivatives at fair value through profit or loss

Certain derivative financial instruments do not qualify for hedge accounting and are accounted for at fair value through profit or loss. Changes in the fair value of these derivative instruments that do not qualify for hedge accounting are recognised immediately in profit or loss.

Some of the group companies utilise foreign currency derivatives in the management of their exchange rate exposures.

The fair values of the derivative financial instruments are detailed below:

At 30 June 2016 Level 2 Level 3 Total MUR’000 MUR’000 MUR’000

AssetsDerivatives used for hedging 57,414 - 57,414LiabilitiesDerivatives used for hedging 51,980 7,526 59,506Total 5,434 (7,526) (2,092)

At 30 June 2015 Level 2 Level 3 Total MUR’000 MUR’000 MUR’000

AssetsDerivatives used for hedging 21,588 - 21,588

LiabilitiesDerivatives used for hedging 25,030 19,493 44,523

Total (3,442) (19,493) (22,935)

Derivatives include forward exchange contracts and interest rate swaps with a notional amount of MUR 2.1Bn.


43. CASH FLOW HEDGE

Textile Cluster

The Textile Group is involved in the production and selling of textile apparel, most of which is done through exports to foreign countries. The Textile Group is made up of Knitwear Cluster; Fine Knits Cluster and Woven Cluster and is exposed to foreign exchange risk on the sale of textile products denominated in foreign currency.

The Textile Group exports almost all of its production in foreign currencies (South African Rand ‘ZAR’, United States Dollars ‘USD’, Great Britain Pound ‘GBP’ and Euro ‘EUR’).

The Textile Group is mainly faced to the following foreign exchange exposures:

Pre-transaction foreign currency risk

This arises before the transaction (‘sales’) becomes contractual while a quote is given to the client in foreign currency. Even though the transaction is not confirmed, movement in exchange rate to the disfavour of the Textile Group signifies a potential risk. If a customer later accepts the quote received, there is a risk that the foreign currency price then converted to MUR will not bring the desired margin.

Transaction foreign currency risk

Transactional foreign currency risk arises as soon as a there is a contractual obligation between the Textile Group and the foreign customers. If nothing is done, there is a certain risk that the foreign exchange rate may weaken and if it so happens, the Textile Group may only lose the intended margin on the transaction and may even incur losses if the exchange rate variations are drastically in disfavour of the Textile Group.

The Textile Group adopted the following strategy:

The Treasury Committee/Chief Executive of the Textile Group are responsible for the decision making, with the intention to take cover, through forward exchange contracts with a view to cover for sale transactions that are judged as being highly probable. The intention is to cover for transactional exposures as they are unveiled.

Prerogative is given to the Treasury Committee/Chief Executive of the Textile Group to decide if they would keep part of this position uncovered with the view of benefiting from potential currency appreciation against the MUR.

The Textile Group enters into forward covers to manage its foreign exchange risk on foreign denominated sales.

Forward exchange covers are taken for orders received and which are highly probable and this is designated as a cash flow hedge. Forward covers are used as a mechanism to fix the amount of foreign currency denominated sales which are used to modify cashflow between financial instrument and sales receipts upon realisation.

Financial instruments taken to hedge the Textile Group’s sales are fair valued and recognised in the statement of financial position as financial assets /liabilities. For those sales on which a forward has been taken and which has materialised, the resulting fair value gain/loss on re-measurement is accounted for in profit or loss while for those transactions for which the underlying sale has not yet materialised, the fair value gain/loss is recorded in other comprehensive income. The latter is then recycled to profit or loss as soon as the sale materialise and the goods are shipped.



43. CASH FLOW HEDGE (CONT’D)

Textile Cluster (cont’d)

The Textile Group enters into forward contracts (hedge instrument) to buy or to sell foreign currencies at a specified future time at a price agreed upon the contract date. The price is locked until delivery of sales order which normally will not exceed 9 months.

Hedge instruments, in this case forward exchange contracts, are expected to be highly effective to mitigate the foreign currency risk exposure on sales (hedge item). By selling forward, the Textile Group expects to mitigate long term currency exchange risk and will revalue in the opposite direction to the underlying transaction.

The objective of the Textile Group is to cover identified exposures (i.e. confirmed orders or highly probable sales orders) to the minimum of 75% and a maximum of 125%. However, this bench mark is determined on a case to case basis by the CEO and treasury committees of the respective business clusters while taking into consideration the specific transaction requirements.

For all sales not yet shipped and for which a forward exchange contract cover has been taken, the Textile Group performs a revaluation of outstanding forward contracts relating to cash flow hedges which is then recorded in the statement of other comprehensive income.

Revaluation of outstanding forex contracts relating to transaction for which an asset has already crystallised in the statement of financial position (sales already shipped and debtors raised) will be recorded in profit or loss.

Subsequently, the cash flow hedge recognised in other comprehensive income will be reversed profit or loss in the following year, as an underlying asset would already have crystallised upon the orders being shipped (Sales not shipped last year would have been shipped this year).

Hedge instruments in the form of forward foreign exchange contracts are expected to be highly effective as the unshipped sales, which represent the hedged item, have a direct economic relationship to the forward foreign exchange contract entered into to mitigate the foreign exchange exposure on the Textile Group’s unshipped and confirmed sales orders at year end.

Although effectiveness is certain to be 100 % as long as plain vanilla forward contracts are used, a 10 % error margin in the hedge effectiveness is considered as acceptable. To determine effectiveness of the hedge, the list of hedge instruments (Forward contracts) are matched with list of sales not yet shipped / highly probable sales (hedge items).




43. CASH FLOW HEDGE (CONT’D)Textile Cluster (cont’d)

The following table details the forward foreign currency (FC) contracts outstanding at the end of the reporting period:

2016 2015 2016 2015 Contract value Fair value Fair value

Outstanding contracts

Average exchange rate Sell Buy Sell Buy 2016 2015 2015 2014 2016 2015

FC’000 FC’000 FC’000 FC’000 MUR ‘000 MUR ‘000 MUR ‘000 MUR ‘000 MUR ‘000 MUR ‘000

Sell currency EUR and buy currency USD 1.12 1.18 3,625 4,075 5,395 6,340 143,370 220,181 230,831 121,549 1,652 10,650Sell currency EUR and buy currency MUR - 39.43 1,700 67,026 - 67,026 67,338 259,821 - 312Sell currency MUR and buy currency EUR 39.68 55,151 1,390 55,151 (798)Sell currency GBP and buy currency EUR - - - - - - - - - 34,423 -Sell currency GBP and buy currency USD 1.51 1.56 7,799 11,810 11,428 17,781 415,489 617,537 612,039 1,145,674 48,254 (5,498)Sell currency GBP and buy currency MUR 52.24 52.65 1,787 93,355 7,390 389,089 93,355 389,089 372,843 527,248 8,991 (16,246)Sell currency ZAR and buy currency EUR - 13.68 23,215 1,697 - 65,945 66,921 880 - 976Sell currency ZAR and buy currency USD 16.20 11.84 278,081 17,166 153,010 12,928 603,908 448,984 464,524 434,903 (40,703) 15,540Sell currency ZAR and buy currency MUR 2.26 2.81 226,562 510,992 128,929 23,243 510,992 23,243 29,730 161,980 (13,600) 6,487Sell currency USD and buy currency MUR 37.06 34.10 1,539 57,023 6,355 216,731 57,023 216,731 210,885 11,724 2,830 (5,846)Sell currency USD and buy currency INR 69.16 65.56 4,300 297,403 1,100 72,113 153,876 38,111 37,744 46,934 (737) (367)Sell currency GBP and buy currency INR - 101.72 - - 3,050 310,234 - 158,211 150,881 28,128 - (7,330)Sell currency EUR and buy currency INR 77.81 72.87 1,750 136,173 3,600 262,347 70,456 137,868 135,748 54,581 (455) (2,120)

Total 2,103,620 2,382,926 2,379,484 2,827,845 5,434 (3,442)

Recognised as follows: 2016 2015

On statement of financial position MUR ‘000 MUR ‘000

Fair value asset on forward contracts 61,727 21,588

Fair value liability on forward contracts (56,293) (25,030)

5,434 (3,442)

In income statement

Fair value movement on outstanding financial derivatives (3,113) (53,243)

In statement of other comprehensive income

Amount recognised in cash flow hedge reserve 8,547 49,801

5,434 (3,442)

At June 30, 2016, if rupee had weakened/strengthened by 5% against Euro/UK Pound/US Dollar with all other variables held constant, pre-tax profit for the year would have been MUR.50,493,000 (2015: MUR.46,758,000) higher/lower as a result of foreign exchange gains/losses on translation of Euro/UK Pound/US Dollar denominated trade receivables, trade payables and borrowings and is as follows:

2016 2015

MUR ‘000 MUR ‘000

Euro (103) 2,896

UK Pound (83) 4,520

US Dollar (50,860) (55,859)

(51,046) (48,443)



43. CASH FLOW HEDGE (CONTINUED)Hotel Cluster

Interest rate swaps contract

The Hotel Group is exposed to variability in future interest cash flows as follows:

(i) The Hotel Group entered into a dollar denominated debts in order to finance the Kanuhura investments.

In 2011, the Hotel Group entered into interest rate swap contracts as cash flow hedges of these interest rate risks.

The interest rate swaps are settled on a quarterly basis. The floating rate on the loan value of the Hotel Group and SRL Kanuhura is US Libor plus a % margin.

(ii) One of the subsidiaries of the Hotel Group, Anahita Hotel Limited, entered into an Euro denominated debt.

In 2011, Anahita Hotel Limited entered into interest rate swap contracts as cash flow hedges of these interest rate risks. The interest rate swaps are settled on a half yearly basis. The floating rate on the loan is the 6 months EURIBOR.

(iii) Under these interest rate swap contracts, the Hotel Group agrees to exchange from a floating rate of interest to a fixed rate of interest on amounts calculated on agreed notional principal amounts. All interest rate swap contracts exchanging floating rate interest amounts for fixed rate interest amounts are designated as cash flow hedges in order to reduce the Hotel Group’s cash flow exposure resulting from variable interest rates on borrowings. The interest rate swaps and the interest payments on the loan occur simultaneously. The Hotel Group will settle the difference between the floating and the fixed interest rate on a net basis.

Cash flow hedges

The notional principal value of the loan amounts for the Company and SRL Kanuhura Limited amounts to Nil (30 June 2015: USD 3.1M).

The notional principal value of the loan amounts for the Anahita Hotel Limited amounts to EURO 5.3M at 30 June 2016 (30 June 2015: EURO 6.2M).

The carrying amount of these interest rate swaps at year end for the Hotel Group are as follows:

2016 2015

Carrying amount (MUR’000) 7,526 19,493

Carrying amount (USD’000) - 61

Carrying amount (EUR’000) 190 447

During the year, the Hotel Group recognised an amount of MUR 7.1M (30 June 2015: MUR 19.4M) in the profit and loss in respect of the cashflow hedge.

Below is a schedule indicating as at 30 June 2016 the periods when the hedge cash flows are expected to occur and when they are expected to affect the profit or loss:

Within 1 year 1 to 3 year Total

MUR’000 MUR’000 MUR’000

Cash inflows (undiscounted) 913 607 1,520Cash outflows (undiscounted) (6,351) (4,220) (10,571)Net cash outflows (5,438) (3,613) (9,051)



43. CASH FLOW HEDGE (CONTINUED)Hotel Cluster

The hedge of the variability of cash flows due to exchange rate fluctuations

The hedge of the variability of cash flows due to exchange rate fluctuations is considered to be a cash flow hedge. The Company bills and receives some of its revenues in Euros and GBP. This exposes the Company to variability in cash flow and profits due to fluctuations in the Euro/MUR and GBP/MUR exchange rate.

The risk management objective is to hedge the changes in cash flows arising from foreign exchange rate risk associated with future revenues and cash flows of the Group’s hotels. The hedging strategy is to enter into loan agreements in Euros and GBP with future principal payments that will be matched by the future remittances from customers in Euros and GBP.

The final repayment of the bank borrowings identified as the hedge instrument range from 31 December 2025 to 31 December 2029 and this represents the period when the hedge cash flows are expected to occur and are expected to affect profit or loss.

Foreign exchange loss of MUR 11.7M (2015: MUR 47.0M) on translation of the borrowings was recognised in other comprehensive income during the year.

The fair value of the denominated bank loans as at 30 June 2016 is MUR 3,209M (2015: MUR 797.8M).

These financial assets are classified under Level 3 of the Fair Value Hierarchy.

44. SIGNIFICANT RELATED PARTY TRANSACTIONS

(a) THE GROUP

Dividend Income

Management Fees and

other expenses

Rental and Other

Income

Management Fees

Receivable

Amount owed

by Related Parties

Amount owed

to Related Parties


Associated companies 2016 - - 31,434 4,209 30,625 54,9632015 - - 30,911 7,019 30,714 786,755

Enterprises that have a number 2016 980 - 717 - - -of common directors 2015 1,716 - 767 - - -

Joint Ventures in which the 2016 - - - - 7,812 -company is a venturer 2015 - - - - 148 -


NOTES TO THE FINANCIAL STATEMENTSY E A R E N D E D J U N E 30, 2016

44. SIGNIFICANT RELATED PARTY TRANSACTIONS (CONT’D)(b) THE COMPANY

Dividend Income

Management Fees and

Other Expenses

Interest, Rental and

Other Income

Financial Charges

Amount owed

by Related Parties

Amount owed

to Related Parties


Subsidiary companies 2016 281,668 49,976 5,476 7,437 199,830 144,3242015 317,661 58,147 4,822 34,015 214,894 334,847

Associated companies 2016 53,404 - - - 32,514 -2015 53,404 - - - 32,514 -

Joint Ventures in which the 2016 - - - - 24,055 -company is a venturer 2015 - - - - 148 -

Enterprises that have a number 2016 980 - - - - -of common directors 2015 1,718 - - - - -

(c) The above transactions have been made in the normal course of business. Amounts owed to/by related parties are unsecured. There has been no guarantees provided or received for any related party receivables/payables. The company has not recorded any impairment of receivables during the year. This assessment is undertaken each year through examining the financial position of the related party.

Management fees and other expenses relate to services provided for Strategic, Corporate Governance, Company Secretary & Registry, Legal Support, Communication and Corporate Finance.

(d) Key management personnel salaries and compensation

THE GROUP2016 2015

MUR’000 MUR’000

Salaries and short-term employee benefits 307,188 322,471

Post-employment benefits 10,945 16,844

Termination benefit 4,550 -

Share based payments 6,618 5,090

329,301 344,405



45. FINANCIAL RISK MANAGEMENT(a) Financial risk factors

The Group’s objective is to provide long term capital growth and regular appreciation in dividend income distribution to investors. This objective is being fulfilled through investing in a diversified portfolio of equity and equity related investments.

Non banking specific segment

The Group’s activities expose it to a variety of financial risks including the effects of changes in equity market prices, foreign currency exchange rates, credit risk and interest rates. The Group’s overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the Group.

The Group seeks to minimise these risks by investing in various sectors to avoid risk concentration in a particular industry. There is an investment committee which operates under guidelines and policies, embodied in an investment manual approved by the Board of Directors and which actively participates in the monitoring of the financial and operational performance of the various companies in which it has invested.

Banking specific segment

The Bank’s activities expose it to financial risks such as market risk (including currency and interest rate risk), credit risk and liquidity risk.

(i) Credit risk


The Group has no significant concentration of credit risk, with exposure spread over a large number of counterparties and customers. The Group has policies in place to ensure that sales of products and services are made to customers with an appropriate credit history. The maximum exposure to credit risk at the reporting date is the carrying value of each class of receivable. The Group does not hold any collateral security for receivables relating to the non banking segment.


Credit risk arises when counterparties are not able to fulfil their contractual obligations. The Risk and Permanent Control Department ensures that limits defined by the risk strategy are applied. It is directly involved in the validation of any demand for credit. Collateral held by the bank includes fixed and floating charges on assets.

The Credit quality of the loan portfolio is as follows:

Jun-16 Jun-15MUR’000 MUR’000

Neither past due nor impaired 8,378,972 7,196,820

Past due but not impaired 22 -

Impaired 1,449,809 1,531,997

Gross 9,828,803 8,728,817

Less: allowance for credit impairment (1,314,141) (1,312,254)

Net 8,514,662 7,416,563

Fair value of collaterals of impaired loans 865,342 932,320

The maximum exposure to credit risk before collateral for the banking segment is as follows :

Cash and cash equivalents 4,516,563 3,309,936

Loans and advances 8,514,663 7,416,562

Investment in securities 1,298,545 1,844,931

Other assets 539,431 645,276



45. FINANCIAL RISK MANAGEMENT (CONT’D)(ii) Price risk

The Group is exposed to equity securities price risk because of investments held by the group and classified on the consolidated statement of financial position as available-for-sale.

To manage its price risk arising from investments in equity securities, the group diversifies its portfolio.

Diversification of the portfolio is done in accordance with the limits set by the group.

Sensitivity analysis

The table below summarises the impact of increases/decreases in the fair value of the investments in other financial assets on the Group’s equity. The analysis is based on the assumption that the fair value had increased/decreased by 5%, with other factors remaining constant.

THE GROUP THE COMPANY 2016 2015 2016 2015

MUR’M MUR’M MUR’M MUR’M

Available-for-sale securities 11.3 9.9 9.2 8.2

(iii) Market risk - Banking Segment

Market risk arises from activities undertaken in or impacted by financial markets generally. This includes the risk of gain or loss arising from the movement in market price of a financial asset or liability as well as ancillary risks such as liquidity and funding risk.

(iv) Interest rate risk


The Group is exposed to interest rate cash flow and fair value risk as it borrows at variable and fixed rates. This risk is somehow mitigated by non-current receivables and loans at call being granted at variable rates.

The risk for the hotel segment is managed by maintaining an appropriate mix between fixed and floating rate borrowings, and the use of interest rate swap contracts.

Had interest rate on financial liabilities been 10% higher/lower with all other variables held constant, the effect on profit or loss would be as follows:

THE GROUP THE COMPANY 2016 2015 2016 2015


Profit or loss 53.6 36.7 5.9 4.9



45. FINANCIAL RISK MANAGEMENT (CONT’D)Banking specific segment

Interest rate risk is the exposure of the bank’s financial condition to adverse movements in interest rates. Changes in interest rates affect a bank’s earnings and the underlying value of the bank’s assets and liabilities. Interest rates applied by the bank on credits are based on the key interest rate of the Central Bank of Madagascar. The Bank’s basic rate was 14.9% during the year. Interest rates on deposits are fixed.

The interest sensitivity of assets and liabilities for the banking segment is as follows:

< 3 months 3-6 months 6-12 months 1-3 years > 3 years

Non-interest bearing Total

MUR’000 MUR’000 MUR’000 MUR’000 MUR’000 MUR’000 MUR’000Assets

Cash and Bank balances with central bank - - 477,935 - - 1,527,969 2,005,904

Investment in securities - 419,973 827,662 - - 50,910 1,298,545

Balance with other credit institutions - - - - - 4,842 4,842

Balance with other banks 1,394,159 1,036,147 106,845 - - 4,651 2,541,802

Loans and advances 4,803,377 - - 228,321 3,482,965 - 8,514,663

Other investments - - - - - 19,248 19,248

Other assets - - - - - 1,276,243 1,276,243

6,197,536 1,456,120 1,412,442 228,321 3,482,965 2,883,863 15,661,247

Liabilities

Deposits from customers 6,288,602 362,310 388,974 6,323 - 6,220,829 13,267,038

Other liabilities - - - - - 2,352,067 2,352,067

6,288,602 362,310 388,974 6,323 - 8,572,896 15,619,105

(v) Foreign exchange risk


The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures.

The Group has a treasury department in place where foreign exchange exposure risk is monitored and managed. If necessary, management can also use financial instruments to hedge currency risk.

The textile segment is primarily exposed to GBP, Euro, USD, SA Rand and INR. Foreign exchange risk arises from future commercial transactions.

Forward contracts are used to mitigate foreign currency risks.

The hotel segment enters into a variety of forward contracts and swaps to manage its exposure to foreign currency risk.


Currency risk is the potential movements in foreign exchanges rates that may adversely affect the bank’s financial position.

The Bank’s transactions in foreign currencies are mainly in Euro and USD. The Bank’s foreign currency exposure of 6.5% is within the regulatory maximum of 20% of capital applied in Madagascar.



45. FINANCIAL RISK MANAGEMENT (CONT’D)The Group’s and the Company’s financial assets and financial liabilities by foreign currency is detailed below:

THE GROUP

At 30 June 2016 USD EURO ARIARY OTHERS

Assets MUR’000 MUR’000 MUR’000 MUR’000Non banking specific segmentInvestments in associates - 277,307 - 446,034Investments in other financial assets 101,275 38 - -Trade and other receivables 1,258,278 373,211 166,366 1,270,913Cash and cash equivalents 78,516 182,390 31,492 774,856

1,438,069 832,946 197,858 2,491,803Banking specific segmentInvestments in other financial assets - 228 19,019 -Investments securities - - 1,298,545 -Loans and advances 194,736 325,635 7,994,285 8Trade and other receivables 219,562 109,529 210,339 1Cash and cash equivalents 1,599,289 1,026,476 1,844,747 1

2,013,587 1,461,868 11,366,935 10

3,451,656 2,294,814 11,564,793 2,491,813

Liabilities

Non banking specific segmentBorrowings 4,014,617 3,927,057 41,434 542,741Trade and other payables 467,406 137,923 47,813 941,252

4,482,023 4,064,980 89,247 1,483,993Banking specific segmentTrade and other payables 218,533 92,037 250,971 9Deposits from customers 1,675,594 1,314,906 10,244,538 32,000

1,894,127 1,406,943 10,495,509 32,009

6,376,150 5,471,923 10,584,756 1,516,002



45. FINANCIAL RISK MANAGEMENT (CONT’D)

THE GROUP

At 30 June 2015 USD EURO ARIARY OTHERS

Assets MUR’000 MUR’000 MUR’000 MUR’000

Non banking specific segmentInvestments in associates 569 410,330 -Investments in other financial assets 39,369 5,028 -Trade and other receivables 1,012,130 507,952 7,286 1,646,198Cash and cash equivalents 323,655 74,377 19,238 588,571

1,375,723 997,687 26,524 2,234,769Banking specific segmentInvestments in other financial assets - 25 19,696 -Investments securities - - 1,844,931 -Loans and advances 95,505 431,840 6,889,205 12Trade and other receivables 315,074 65,827 257,088 -Cash and cash equivalents 1,216,118 600,030 1,444,636 49,152

1,626,697 1,097,722 10,455,556 49,164

3,002,420 2,095,409 10,482,080 2,283,933

Liabilities

Non banking specific segmentBorrowings 3,345,382 2,180,812 79,503 455,168Trade and other payables 469,830 834,516 19,238 783,005

3,815,212 3,015,328 98,741 1,238,173

Banking specific segmentTrade and other payables 313,705 74,577 259,196 8Deposits from customers 1,186,257 1,039,240 9,260,295 15,966

1,499,962 1,113,817 9,519,491 15,974

5,315,174 4,129,145 9,618,232 1,254,147

THE COMPANY

At 30 June 2016 USD EURO OTHERS

Assets MUR’000 MUR’000 MUR’000Investments in associates - 291,143 -Investments in other financial assets 101,275 266 19,029Cash and cash equivalents 74 71 2

101,349 291,480 19,031

At 30 June 2015 USD EURO OTHERS

Assets MUR’000 MUR’000 MUR’000

Investments in associates - 402,039 -Investments in other financial assets 29,533 4,586 -Cash and cash equivalents 527 256 -

30,060 406,881 -

All other assets and liabilities are denominated in Mauritian Rupees.



45. FINANCIAL RISK MANAGEMENT (CONT’D)The following table details the Group’s sensitivity to a 5% increase or decrease in the rupee against the relevant foreign currencies:

THE GROUP

Profit or loss Profit or loss

2016 Equity 2015 Equity


US Dollar 128.6 1.7 113.3 1.3

Euro 135.0 0.2 89.8 0.2

Ariary 40.8 0.8 26.3 0.9

THE COMPANY

Profit or loss Profit or loss

2016 Equity 2015 Equity

MUR’M MUR’M MUR’M MUR’MUS Dollar - 4.3 - 1.3

Euro 12.4 - 17.1 0.2

(vi) Liquidity risk


Prudent liquidity risk management includes maintaining sufficient cash and marketable securities, the availability of funding from an adequate amount of committed credit facilities and the ability to close out market positions.

The Group aims at maintaining flexibility in funding by keeping committed credit lines available.

The hotel segment has implemented a Refinancing Plan to match debt servicing with future cash flows based on a strategic plan, and an effective hedging whereby a portion of the MUR debt would be converted into Euro.

Going forward, the Group continues to focus on reducing the gearing level and management expects positive cash flow with all resorts in full operation as from December 2016. Management monitors rolling forecasts of the Group’s liquidity reserve on the basis of expected cash flow.


Liquidity risk is the risk of a lack of funds to meet immediate or short term obligations in a cost effective way.

Excess cash in MGA and other currencies are deposited as treasury bonds or placement with Central Bank and short/medium terms placements respectively. The Bank may also borrow from the Central Bank of Madagascar need be.

The table below analyses the Group’s non-derivative financial liabilities into relevant maturity groupings based on the remaining period at the end of the reporting period to the contractual maturity date.

Less than Between 1 Between 2

THE GROUP 1 year and 2 years and 5 years Over 5 years

MUR’000 MUR’000 MUR’000 MUR’000At 30 June 2016Borrowings 8,952,563 754,921 2,744,146 1,868,288Deposits from customers 13,260,715 6,323 - -Trade and other payables 4,195,012 - - -Proposed dividend 167,768 - - -Current tax liabilities 117,341 - - -Total 26,693,399 761,244 2,744,146 1,868,288

At 30 June 2015Borrowings 5,810,936 977,657 3,884,853 742,732Deposits from customers 11,495,591 6,167 - -Trade and other payables 5,039,824 - - -Proposed dividend 167,499 - - -Current tax liabilities 117,183 - - -

Total 22,631,033 983,824 3,884,853 742,732



45. FINANCIAL RISK MANAGEMENT (CONT’D)(b) Fair value estimation

The fair value of financial instruments traded in active markets is based on quoted market prices at the end of the reporting period. A market is regarded as active 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 quoted market price used for financial assets held by the Company/Group is the current bid price. These instruments are included in level 1. Instruments included in level 1 comprise primarily quoted equity investments classified as trading securities or available-for-sale.

The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques. These valuation techniques maximise the use of observable market data where it is available and rely as little as possible on specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.

Specific valuation techniques used to value financial instruments are disclosed in Note 2.

The nominal value less estimated credit adjustments of trade receivables and payables are assumed to approximate their fair values. The fair value of financial liabilities for disclosure purposes is estimated by discounting the future contractual cashflows at the current market interest rate that is available to the Group for similar financial instruments.

(c) Capital risk management

The Group’s objective when managing capital are:

- to safeguard the Group’s ability to continue as a going concern, so that it can continue to provide returns for shareholders and benefits for other stakeholders, and

- to provide an adequate return to shareholders.

The Group manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets in order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid, issue new shares or sell assets.

The assets of the Company are financed through equity and borrowings.

The gearing ratio, excluding banking deposits and cash and cash equivalents, as at 30 June 2016 is as follows:


MUR’000 MUR’000 MUR’000 MUR’000

Total debt 14,308,918 11,416,178 1,096,998 1,441,611

Less Cash & cash equivalents (1,066,788) (1,150,314) (1,852) (41,572)

13,242,130 10,265,864 1,095,146 1,400,039

Total equity 23,584,056 22,134,258 12,919,928 13,093,955

Gearing 35.96% 31.68% 7.81% 9.66%

Banking segment

The minimum required capital adequacy ratio in Madagascar is 8%. As at 30 June 2016, the capital adequacy ratio of BNI Madagascar was 13.17% as follows:

Capital base MUR’000 1,412Risk weighted MUR’000 10,719Capital adequacy ratio 13.17%



46. EVENTS AFTER THE REPORTING PERIODFinancial segment

On the 2 September 2016, CIEL Finance Limited increased its stake in Investment Professional Ltd from 55.5% to 95.5% by acquiring the 40% stake held by Religare Global Assets Management Inc.

Textile segment

Following Board decision on 17 August 2016, the Knitwear Cluster has embarked on a restructuring programme.

This will involve the reduction of significant production capacities in Mauritius during the next financial year.

Similarly, production capacities in Antananarivo, Madagascar will also be reduced and production will take place in two factories instead of three. These measures will lead to restructuration costs during the next financial year and which could be up to MUR 40M. As from 2016-17, CIEL Textile Limited has started operations in Antsirabe, Madagascar from its new automated factory.

Hotel segment

Following the board meeting of 28 September 2016, the Board of Directors of Sun Limited approved a multi-currency bond issue as part of its refinancing plan to refinance its existing debt over a longer tenor at a lower cost.

47. FINANCIAL SUMMARY

2016 Restated

2015 2014

MUR’000 MUR’000 MUR’000

THE GROUP(a) Statement of profit or loss and other comprehensive income

REVENUE 18,532,552 16,454,941 9,717,962

Earnings before interests, taxation, depreciation and amortisation 2,735,617 2,580,597 892,957

Depreciation and amortisation (749,554) (649,973) (229,384)

Earnings before interests and taxation 1,986,063 1,930,624 663,573

Finance costs (555,110) (326,413) (135,875)

Share of results of joint ventures 146,998 93,697 (22,402)

Share of results of associates 56,254 150,933 (68,435)

Profit before non-recurring items 1,634,205 1,848,841 436,861

Fair value loss on forward contracts - - (55,178)

Profit on sale of investment - - 31,729

Profit on sale of properties - 168,552 -

Closure, marketing launch, restructuring, branding and transaction costs (534,208) (265,249) -

Increase in fair value of investment properties 265,135 - 101,823

Gain from a bargain purchase - - 160,737

Fair value gain on business combination - 700,622 (441,880)

Impairment of goodwill (29,917) - -

Impairment of investment - (17,545) (183,747)

Profit before taxation 1,335,215 2,435,221 50,345

Income tax (153,281) (255,154) (102,864)

Profit for the year 1,181,934 2,180,067 (52,519)

Other comprehensive income:Items that will not be reclassified to profit or loss:Gains on revaluation of land and buildings 209,880 823,770 682,522

Deferred tax on revaluation gain (59,916) (86,951) (53,091)

Remeasurements of post employment benefit obligations - (17,178) (67,972)

Share of other comprehensive income of associates (59,621) (32,139) -

Deferred tax on remeasurements of post retirement benefit obligations 8,170 4,574 12,250

98,513 692,076 573,709



47. FINANCIAL SUMMARY (CONT’D)

2016 Restated

2015 2014

MUR’000 MUR’000 MUR’000

(a) Statement of profit or loss and other comprehensive income (cont’d)Items that may be reclassified subsequently to profit or loss:

(14,374) 4,017 (3,377)

Release upon disposal of investment - (2,040) -

Share of other comprehensive income of associates and joint ventures (94,116) (70,533) 306,529

Currency translation differences 67,144 184,406 (40,041)

Cash flow hedges (4,700) 90,226 (40,380)

Deferred tax on cash flow hedges 8,279 (2,838) 2,003

(37,767) 203,238 224,734

Other comprehensive income for the year 60,746 895,314 798,443

Total comprehensive income for the year 1,242,680 3,075,381 745,924

Profit attributable to:

Owners of the parent 477,150 1,125,990 (383,268)

Non-controlling interests 704,784 1,054,077 330,749

1,181,934 2,180,067 (52,519)

Total comprehensive income attributable to: Owners of the parent 425,803 1,590,950 276,550

Non-controlling interests 816,877 1,484,431 469,374

1,242,680 3,075,381 745,924

Earnings/(loss) per share 0.31 0.74 (0.38)

Earnings per share before non-recurring items 0.46 0.48 0.03

(b) Statement of financial positionASSETS

Non current assets 33,973,198 31,196,617 22,890,164

Current assets 13,477,756 11,724,867 11,945,339

Non current assets held for sale 19,693 19,693 462,907

Specific banking segment assets 9,813,208 9,261,493 8,781,633

Total assets 57,283,855 52,202,670 44,080,043

EQUITY AND LIABILITIES

Capital and reserves 13,834,269 13,707,916 12,085,283

Non controlling interest 9,749,787 8,426,342 5,821,590

Total equity 23,584,056 22,134,258 17,906,873

LIABILITIES

Non current liabilities 7,000,077 7,341,350 5,679,545

Current liabilities 13,432,684 11,225,304 7,971,179

Specific banking segment liabilities 13,267,038 11,501,758 12,522,446

33,699,799 30,068,412 26,173,170

Total equity and liabilities 57,283,855 52,202,670 44,080,043


NOTES TO THE FINANCIAL STATEMENTSF O R T H E Y E A R E N D E D 30 J U N E 2016

48. PRIOR YEAR ADJUSTMENTDuring the year ended 30 June 2016, Sun Limited has paid an additional consideration of MUR 89.9M relating to the acquisition of the remaining 50% shareholding in Anahita Hotel Limited.

In accordance with “IFRS 3: Business Combinations”, Sun Limited has retrospectively adjusted for the provisional amounts recognised at the acquisition date of Anahita Hotel Limited, that is, 30 June 2015, to reflect the final consideration. The retrospective adjustments were made by restating the comparative amounts for prior period.

The effects on the statements of financial position were as follows:

THE GROUP

(Decrease)/increaseProperty, plant and

equipmentIntangible

assets

Trade and other payables

Deferred tax

liability

Non controlling

interestRetained earnings

MUR’000 MUR’000 MUR’000 MUR’000 MUR’000 MUR’000Adjustments in the year ended 30 June 2015 (12,381) 191,012 89,862 (1,093) 36,134 53,728

The effects on the statements of profit or loss and other comprehensive income were as follows:

THE GROUP(Decrease)/increase

Share of results of associate

Fair value gain

on business combination

Profit for the period

MUR’000 MUR’000 MUR’000

Year ended 30 June 2015 (7,805) 97,667 89,862

30 June 2015

MUR

Increase in basic earnings per share 0.04

49. ADJUSTMENT TO OPENING BALANCE The opening balance adjustments relate to changes in the opening financial position of one of the subsidiaries that were recognised in the current year.


Alain Lepatre Lamontagne BNI Madagascar

Indian Ocean Financial Holdings Ltd

Alain Rey CIEL Textile Ltd

Alastair Nairn MITCO Advisory Ltd

Alex Alexander IMG Pharmaceuticals Ltd

International Air Ambulance Ltd

International Hospital Kampala Ltd

International Medical Centre Ltd

International Medical Group Ltd

The Medical & Surgical Centre Ltd

Alexandre Espitalier-Noel Solea Vacances SA

Amal Autar Halifax International Ltd

Mauritius International Trust Co Ltd

MITCO Advisory Ltd

MITCO Corporate Services Co Ltd

MITCO Fund Services Ltd

MITCO Ltd

MITCO Services Ltd

Amélie Vitry Audibert Fondation CIEL Nouveau Regard

Amit Bakhirta IPRO Botswana (Propriety) Ltd

Ampaire Sheila IMG Pharmaceuticals Ltd

Antoine Delaporte CIEL Corporate Services Ltd

CIEL Textile Ltd

Arnaud Leclézio IPRO Stockbroking Ltd

Arnaud M C Lagesse Ferney Ltd

Ashish Bhatia The Medical and Surgical Centre Ltd

Ayaz Tajoo Aquarelle Madagascar SA

Bernardette Suzanne Julie SRL Maldives Ltd

SRL Management Ltd

Bertrand Adam La Vallée de Ferney Company Ltd

DIRECTORSHIP LIST OF SUBSIDIARIESAS AT 30 JUNE 2016


Bertrand Rivalland Ajax Sweaters Ltd

Aquarelle Madagascar SA

Azur Financial Services Ltd

CIELtex Pty SA

Floreal Madagascar SA

Société Bonneterie Malagasy - SOBOMA

Société Textile d’Andraharo SA - Texaro

Tinka International Ltd

TKL Knits (India) Private Ltd

Tropic Mad SA

Bertrand Thevenau CDL Knits Ltd



TKL International Ltd


Tropic Knits Ltd

Tropic Mad SA

Bishwarnath Bachun Halifax International Ltd

IPRO Funds Ltd


MITCO Advisory Ltd


MITCO Fund Services Ltd (as alternate to Amal AUTAR)

MITCO Ltd

MITCO Services Ltd

Brinda Devi Dabysing IPRO Funds Ltd

Bruno Monti Laguna Clothing Private Ltd

Laguna Clothing (Mauritius) Ltd

Chad Menton MITCO Fund Services Ltd

Christian Dalais Sun Ltd

Sun Resorts CSR Fund Ltd

Christine Sauzier C Healthcare (EA) Ltd

CIEL Healthcare Ltd

Ferney Trail Ltd

Halifax International Ltd

Healthcare East Africa Ltd

IMG Pharmaceuticals Ltd




Investment Professionals Ltd

DIRECTORSHIP LIST OF SUBSIDIARIES (CONT’D)AS AT 30 JUNE 2016


Christine Sauzier (Cont’d) IPRO Funds Ltd



MITCO Ltd

MITCO Services Ltd

TBLIMG Ltd

The Medical and Surgical Centre Ltd

Damien Braud CIEL Healthcare Ltd

Daniella Hoareau SRL Maldives Ltd (Alternate Director of Marie Antoinette Gemma Mein and Bernardette Suzanne Julie)

SRL Management Ltd (Alternate Director of Marie Antoinette Gemma Mein and Bernardette Suzanne Julie)

David Anderson Ambre Resort Ltd

Anahita Hotel Ltd

City & Beach Hotels (Mauritius) Ltd

Loisirs des Iles Ltée (Formerly known as Hotel des Iles Ltd)

Long Beach IHS Ltd

Long Beach Resort Ltd

SRL FS, Ltd

SRL Kanuhura Ltd

SRL Maldives Ltd

SRL Management Ltd

SRL Marketing Ltd

SRL Property Ltd

SRL Touessrok Hotel Ltd

SRL Touessrok Residences & Villas Ltd

Sun Centralised Services Ltd

Sun Hotel Holdings Ltd

Sun Hotel Investment Ltd

Sun Leisure Hotels Ltd

Sun Leisure Investments Ltd

Sun Ltd

Sun Logistics Ltd

Sun Real Estates Ltd


Sun Resorts Hotel Management Ltd

Sun Resorts International Ltd

Sun Styled Boutiques Ltd (Formerly known as Alamanda Ltd )

Sun Support Ltd

SUN Training Institute Ltd (Formerly known as Sun Continuous Learning Group Ltd)

Supply Chain Experts Ltd

Washright Services Ltd

Wolmar Sun Hotels Ltd

World Leisure Holidays (Pty) Ltd



Didier Harel Sun Ltd

Dora Brocchetto CIELtex SA Pty Ltd

Dr. Ian Clarke IMG Pharmaceuticals Ltd





Eddy Yeung Kan Ching Aquarelle Clothing Ltd

Aquarelle International Ltd

CDL Knits Ltd

CIEL Textile Ltd

Consolidated Fabrics Ltd

CTL Retail Ltd

Ferney Spinning Mills Ltd

Floreal International Ltd

Floreal Knitwear Ltd

Floreal Property Ltd

Fondation CIEL Nouveau Regard


Tropic Knits Ltd

Elvis Cateaux New Island Clothing Madagascar SA

Emmett Moriarty CIEL Healthcare Ltd

Eric Dorchies Aquarelle Clothing Ltd

Aquarelle India (Private) Ltd



CIEL Textile Ltd


International Fabrics Ltd


Laguna Clothing Private Ltd

New Island Clothing Madagascar SA


Florence Linval Solea Vacances SA

Françoise Ip Ajax Sweaters Ltd



Tropic Mad SA

206 CIEL Limited - Annual Report 2016

Gautam Kainth Investment Professionals Ltd

George Allan Pavey CIEL Finance Ltd

Guillaume Dalais CDL Knits Ltd

Société Textile d’Andraharo SA - TEXARO



Tropic Knits Ltd

Tropic Mad SA

Guy Adam The Medical and Surgical Centre Ltd

Haingo Fanaperana Rabesisoa BNI Madagascar

Hassanein Hiridjee Indian Ocean Financial Holdings Ltd

Henri de Simard de Pitray CIEL Textile Ltd

Henri Rabarijohn BNI Madagascar

J. Harold Mayer Aquarelle Clothing Ltd




CDL Knits Ltd

CIEL Textile Ltd


CTL Retail Ltd








Laguna Clothing Private Ltd




Tinka International Ltd, up to 12 November 2015



Tropic Knits Ltd

Tropic Mad SA

Sun Ltd



Jacques Edouard-Betsy Floreal Madagascar SA

Societe Civile Immobiliere des Mascareignes


Jayant Manglik IPRO Stockbroking Ltd

Jean-Baptiste Doger de Spéville Ajax Sweaters Ltd

CDL Knits Ltd







Tropic Knits Ltd

Jean-Pierre Bosquet SRL Marketing Ltd

Jean-Pierre Dalais Ambre Resort Ltd

Anahita Hotel Ltd

Aquarelle Clothing Ltd

BNI Madagascar

Bois Des Amourettes Ltd

C Healthcare (EA) Ltd

CDL Knits Ltd

CIEL Agro & Property Ltd

CIEL Corporate Services Ltd

CIEL Finance Ltd

CIEL Healthcare Africa Ltd

CIEL Healthcare Ltd

CIEL Hotels & Resorts Ltd

CIEL Properties Ltd

CIEL Textile Ltd



CTL Retail Ltd

Ebène Skies Ltd

Ferney Ltd


Ferney Trail Ltd




Healthcare East Africa Ltd

IMG Pharmaceuticals Ltd




Jean-Pierre Dalais (Cont’d) International Hospital Kampala Ltd



Le Café du Volcan Ltée


Long Beach IHS Ltd


Rivière Champagne Ltd

Rockwood Textiles Ltd

Solea Vacances SA

SRL Kanuhura Ltd

SRL Maldives Ltd

SRL Management Ltd

SRL Marketing Ltd

SRL Property Ltd


SRL Touessrok Residences &Villas Ltd




Sun International Hotel Holdings Ltd

Sun International Investment Ltd

Sun International Management Ltd

Sun International Realty Development Ltd



Sun Ltd

Sun Logistics Ltd


Sun Resorts (Seychelles) Ltd





Sun Support Ltd



TBLIMG Ltd


Tropic Knits Ltd






L. J. Jérôme De Chasteauneuf Ajax Sweaters Ltd


Aquarelle International Ltd, up to 03 June 2016


Azur Financial Services Ltd

BNI Madagascar


CDL Knits Ltd



CIEL Finance Ltd

CIEL Healthcare Africa Ltd

CIEL Healthcare Ltd


CIEL Properties Ltd

CIEL Textile Ltd

Consolidated Fabrics Ltd (Alt Director of Eddy Yeung Kan Ching)

CTL Retail Ltd

Ebène Skies Ltd

Ferney Ltd


Floreal International Ltd, up to 3 June 2016








IPRO Fund Management Ltd

IPRO Stockbroking Ltd

La Vallee de Ferney Company Ltd



MITCO Ltd

MITCO Services Ltd





Sun Ltd



TKL International Ltd, up to 3 June 2016

Tropic Knits Ltd

Tropic MadSA


José Pierre Yvon Raserijaona Indian Ocean Financial Holdings Ltd

Kate Li Kwong Wing Halifax International Ltd



MITCO Ltd

MITCO Services Ltd

Laureen Kouassi-Olsson CIEL Finance Ltd

Laurent Demey CIEL Finance Ltd

Leano Nneiseng Monthe IPRO Botswana (Propriety) Ltd

Liliane Joelisoa BNI Madagascar

Louis Baron Stephane Fromet De Rosnay New Island Clothing Madagascar SA

M.A. Louis Guimbeau CIEL Corporate Services Ltd

Ferney Ltd

Sun Ltd

Madhu Ramachandra Rao SRL Touessrok Hotel Ltd

SRL Touessrok Residences &Villas Ltd

Manuel Monti Laguna Clothing (Mauritius) Ltd

BNI Madagascar

Marc-Emmanuel Vives CIEL Finance Ltd



MITCO Fund Services Ltd

Marie Antoinette Gemma Mein SRL Maldives Ltd

SRL Management Ltd

Maurice Dalais CIEL Corporate Services Ltd

Max Coppoolse CIEL Healthcare Ltd

Michel Thomas The Medical and Surgical Centre Ltd

Micheline HERY Manantenasoa BNI Madagascar

Mukoza Herbert International Air Ambulance Ltd

Murali Nagesh Aquarelle India (Private) Ltd



Neera Munisamy Ajax Sweaters Ltd

Norbert Razanakoto BNI Madagascar

Naderasen Pillay Veerasamy Sun Ltd


P. Arnaud Dalais Anahita Hotel Ltd






CDL Knits Ltd



CIEL Finance Ltd

CIEL Healthcare Ltd


CIEL Properties Ltd

CIEL Textile Ltd



CTL Retail Ltd

Ebène Skies Ltd

Ferney Ltd










Long Beach IHS Ltd






Solea Vacances SA

SRL Kanuhura Ltd

SRL Maldives Ltd

SRL Management Ltd

SRL Property Ltd



P. Arnaud Dalais (Cont’d SRL Touessrok Residences &Villas Ltd



Sun Ltd

Sun Resorts (Seychelles) Ltd





Tropic Knits Ltd

Tropic Mad SA




Paolo Monti Laguna Clothing Private Ltd

Pascal Walter Consolidated Fabrics Ltd

Patrice Legris La Vallee de Ferney Company Ltd

Pierre Danon CIEL Finance Ltd

Rajesh Kumar Laguna Clothing Private Ltd

Rajiv Puri The Medical and Surgical Centre Ltd

Ravneet Chowdhury Neo Investments Ltd

Rechad Moolye La Vallee de Ferney Company Ltd

Roger Darmon Solea Vacances SA

Roger Espitalier-Noel Aquarelle Clothing Ltd


CDL Knits Ltd

CIEL Textile Ltd


CTL Retail Ltd

Ferney Ltd






Tropic Knits Ltd

Tropic Mad SA



Roger Hogarth CIEL Healthcare Ltd

Roshansingh Seetohul La Vallee de Ferney Company Ltd

Samila Sivaramen Azur Financial Services Ltd


Investment Professionals Ltd (as alternate to Marc-Emmanuel VIVES)



MITCO Ltd

MITCO Services Ltd

Neo Investments Ltd

Sarbajit Ghose Laguna Clothing Private Ltd


Satisha Aquarelle India (Private) Ltd

Satuda Runghen Azur Financial Services Ltd

Saurabh Nanavati Investment Professionals Ltd

Sébastien Daruty Investment Professionals Ltd (as alternate to Jérôme De Chasteauneuf)

Shane Peters MITCO Fund Services Ltd

Sheela Baguant Fondation CIEL Nouveau Regard

Stephane Henry IPRO Fund Management Ltd

Neo Investments Ltd

IPRO Funds Ltd


IPRO Botswana (Propriety) Ltd

Thierry Hugnin CIEL Healthcare Ltd

Ferney Trail Ltd

Sun Ltd


MITCO Services Ltd


MITCO Ltd


IPRO Funds Ltd

Thierry Lagesse Ferney Ltd


Tommy Wong Yun Shing Azur Financial Services Ltd

Sun Ltd





SRL Property Ltd

Long Beach IHS Ltd


Anahita Hotel Ltd


SRL Kanuhura Ltd


Solea Vacances SA

SRL Marketing Ltd




Sun Resorts France SARL

SRL FS, Ltd


Ambre Resort Ltd




Sun Support Ltd


Sun Logistics Ltd



Sun International Hotel Holdings Ltd

Sun International Realty Development Ltd

Sun International Investment Ltd

Sun International Management Ltd

Unnati Negi Le Café du Volcan Ltée

Vaidyanathan Pudugramam Venkata Subramanian


Véronique Perdigon BNI Madagascar


CORPORATE INFORMATION COMPANY SECRETARY NOTARYCIEL Corporate Services Ltd Etude Montocchio – d’Hotman

5th Floor, Ebène Skies

Rue de l’Institut, Ebène AUDITORSMauritius BDO & Co

Tel: +230 404 2200 Chartered Accountants

Fax: + 230 404 2201 10, Frère Félix de Valois Street

Port Louis

WEBSITEwww.cielgroup.com MAIN BANKERS

The Mauritius Commercial Bank Ltd

BUSINESS REGISTRATION NUMBER Bank One Limited

C06000717

REGISTERED OFFICE INTERNAL AUDITORS5th Floor, Ebène SkiesRue de l’Institut, EbèneMauritiusTel: +230 404 2200Fax: +230 404 2201

KPMG AdvisoryKPMG Centre31 Cybercity, EbèneMauritius

LEGAL ADVISERSMe. Thierry Koenig SA – ENSafrica (Mauritius)Me. Maxime Sauzier SC– ENSafrica (Mauritius)Me. Patrice Doger de Spéville SC – Etude de Spéville Desvaux

REGISTRAR & TRANSFER OFFICEIf you are a shareholder and have queries regarding your account, wish to change your name and address, or have questions about lost certificates, share transfers or dividends, please contact our Registrar & Transfer Office:

MCB Registry & Securities Ltd2nd Floor, MCB Centre9-11 Sir William Newton StreetPort LouisTel: +230 202 5397Fax: +230 208 1167


NOTICE OF ANNUAL MEETING Notice is hereby given that the Annual Meeting of the Shareholders (“the Meeting”) of CIEL Limited (“the Company”) will be held on 13 December 2016 at 14:00 hours at the Registered Office of the Company, 5th Floor, Ebène Skies, rue de l‘Institut, Ebène, to transact the following business in the manner required for passing Ordinary Resolutions:

AGENDA

1. To receive, consider and approve the Group’s and Company’s audited Financial Statements for the year ended 30 June 2016, including the Annual Report and the Auditors’ Report, in accordance with section 115(4) of the Companies Act 2001.

2. To authorise, in accordance with section 138(6) of the Companies Act 2001, Mr. G. Christian Dalais to continue to hold office as a Director until the next Annual Meeting of the Shareholders of the Company.

3. To authorise, in accordance with section 138(6) of the Companies Act 2001, Mr. Marc Ladreit de Lacharrière to continue to hold office as a Director until the next Annual Meeting of the Shareholders of the Company.

4. To authorise, in accordance with section 138(6) of the Companies Act 2001, Mr. Xavier Thiéblin to continue to hold office as a Director until the next Annual Meeting of the Shareholders of the Company.

5-16. To re-elect, as Directors of the Company to hold office until the next Annual Meeting of the Shareholders of the Company, the following persons who offer themselves for re-election (as separate resolutions):

5. Mr. P. Arnaud Dalais

6. Mr. Sébastien Coquard

7. Mr. Jean-Pierre Dalais

8. Mr. R. Thierry Dalais

9. Mr. Pierre Danon

10. Mr. L. J. Jérôme De Chasteauneuf

11. Mr. Antoine Delaporte

12. Mr. Norbert Dentressangle

13. Mr. Roger Espitalier-Noël

14. Mr. M. A. Louis Guimbeau

15. Mr. J. Harold Mayer

16. Mrs. Catherine McIlraith

17. To take note of the automatic re-appointment of BDO & Co. as auditors of the Company in accordance with Section 200 of the Companies Act 2001 and to authorise the Board of Directors to fix their remuneration.

18. To ratify the remuneration paid to the auditors for the year ended 30 June 2016.

By Order of the Board

Clothilde de Comarmond, ACISPer CIEL Corporate Services LtdCompany Secretary

24 October 2016Notes:(a) A shareholder of the Company entitled to attend and vote at the Meeting may appoint a proxy, whether a member or not, to

attend and vote in his/her stead. A proxy need not be a shareholder of the Company.

(b) Proxy Forms should be deposited at the Company’s Share Registry & Transfer Office, MCB Registry & Securities Limited, 2nd Floor, MCB Centre, Sir William Newton Street, Port Louis, not less than 24 hours before the Meeting, and in default, the instrument of proxy shall not be treated as valid.

(c) Postal votes should reach the Company’s Share Registry & Transfer Office, MCB Registry & Securities Limited, 2nd Floor, MCB Centre, Sir William Newton Street, Port Louis, not less than 48 hours before the Meeting, and in default, the postal vote shall not be treated as valid.

(d) A proxy form and postal vote are included in this Annual Report and are also available at the Registered Office of the Company.

(e) For the purpose of this Meeting, the shareholders who are entitled to receive notice and attend such Meeting shall be those shareholders whose names are registered in the share register of the Company as at 15 November 2016.

(f) The minutes of the Annual Meeting held on 18 December 2015 are available for consultation by the shareholders of the Company during normal trading office hours, at the Registered Office of the Company.

(g) The profiles and categories of Directors proposed for appointment and re-election are set out under the corporate governance section of this Report.


PROXY FORMCIEL LIMITED

I/We

of

being shareholder(s) of CIEL Limited (“the Company”) do hereby appoint

of

or failing him/her

of

or failing him/her, the Chairman of the Meeting, as my/our proxy to represent me/us and vote for me/us and act on my/our behalf at the Annual Meeting of the Shareholders (“the Meeting”) of the Company to be held on 13 December 2016 at 14.00 hours at the Company’s Registered Office, 5th Floor, Ebène Skies, rue de l’Institut, Ebène and at any adjournment thereof.

I/We direct my/our proxy to vote in the following manner.Please vote with a tick

RESOLUTIONS FOR AGAINST ABSTAIN










9. Mr. Pierre Danon









18. To ratify the remuneration paid to the auditors for the year ended 30 June 2016.

Signed this day of 2016

Signature(s)

Notes:(a) A shareholder of the Company entitled to attend and vote at the Meeting may appoint a proxy, whether a member

or not, to attend and vote in his/her stead. A proxy need not be a shareholder of the Company.(b) If the instrument appointing the proxy is returned without an indication as to how the proxy shall vote on any

particular resolution, the proxy shall exercise his/her discretion as to whether, and if so, how he/she votes.(c) The duly signed proxy form shall be deposited at the Company’s Share Registry & Transfer Office,

MCB Registry & Securities Limited, 2nd Floor, MCB Centre, Sir William Newton Street, Port Louis, not less than 24 hours before the Meeting, and in default, the instrument of proxy shall not be treated as valid. 219

POSTAL VOTE CIEL LIMITED

I/We

of

being shareholder/s of CIEL Limited (“the Company”), do hereby cast my/our vote by post, by virtue of clause 20.10 of the Constitution of the Company, for the Annual Meeting of the Shareholders of the Company to be held on 13 December 2016 at 14.00 hours at the Company’s Registered Office, 5th Floor, Ebène Skies, rue de l’Institut, Ebène and at any adjournment thereof.

I/We desire my/our vote to be cast on the Resolutions as follows: (Please vote with a tick).

RESOLUTIONS FOR AGAINST ABSTAIN










9. Mr. Pierre Danon









18. To ratify the remuneration paid to the Auditors for the year ended 30 June 2016.

Signed this day of 2016

Signature(s)

Note:

The duly signed postal vote shall reach the Company’s Share Registry & Transfer Office, MCB Registry & Securities Limited, 2nd Floor, MCB Centre, Sir William Newton Street, Port Louis, not less than 48 hours before the Meeting, and in default, the postal vote shall not be treated as valid.


APPLICATION FORMShould you wish to receive by e-mail, future notice of shareholders’ meetings, annual reports, accounts, credit advices and other shareholder documents made available to you in your capacity as shareholder of CIEL kindly fill in that section and return to:

CIEL LimitedC/o MCB Registry & Securities Ltd2nd Floor, MCB CentreSir William Newton StreetPort Louis, Mauritius

Dear Sir/Madam,

Re: Authorisation to receive electronic communications

I/We,

Name of shareholder (primary shareholder in case of joint holding)

National Identity Card Number/Passport Number Business Registration Number

(for individuals) (for corporate bodies)

agree to receive by e-mail, notice of shareholders’ meetings, annual reports, accounts, credit advices and other shareholder documents made available to me/us in my/our capacity as shareholder of CIEL Limited (“CIEL”) and also agree to receive notification that documents such as annual reports and circulars have been posted on CIEL’s website for consultation. I/We also agree to abide to the Terms and Conditions defined below.

Email address

Yours faithfully,

Name of signatory Signature/s

Contact number: Date:

Terms and Conditions:

• Upon approval of my/our request, issuance of paper notice of meetings, annual reports, accounts, credit advices and other shareholder documents shall be discontinued. However, in particular circumstances, I/we understand that CIEL reserves the right to send documents or other information to the shareholders in hard copy rather than by e-mail.

• CIEL cannot be held responsible for any failure in transmission beyond its control any more than it can for postal failures.

• My/our instruction will also apply to any shares that I/we may hold jointly.

• In case of joint holders, the person named first in the share register will be eligible to fill in and sign this document.

• In case of companies, the person/s authorised will be eligible to fill in and sign this document, and, as a corporate shareholder, we shall ensure that the e-mail address provided shall easily be read by/accessible to employees responsible for our shareholding in CIEL and that any de-activation of the said e-mail address will be notified promptly to CIEL, C/o MCB Registry & Securities Ltd, 2nd floor, MCB Centre, Sir William Newton Street, Port Louis, Mauritius.

• I/We shall be responsible for updating the designated e-mail address details, as and when necessary, to CIEL, C/o MCB Registry & Securities Ltd, 2nd floor, MCB Centre, Sir William Newton Street, Port Louis, Mauritius.

• I/We further undertake to hold CIEL and/or its agents harmless in the execution of my/our present instructions and not to enter any action against the aforesaid parties and hereby irrevocably renounce to any rights I/We might have accordingly.

• The present authorisation shall remain valid until written revocation by me/us is sent to CIEL, C/o MCB Registry & Securities Ltd, 2nd floor, MCB Centre, Sir William Newton Street, Port Louis, Mauritius.

• This instruction supersedes any previous instruction given to CIEL regarding the despatch of the documents mentioned above.


N O T E S

CIEL Limited

5th floor, Ebène Skies

Rue de l’Institut, Ebène

Mauritius

www.cielgroup.com

BRN: C06000717

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