VX Axia 2023 Ar 00
VX Axia 2023 Ar 00
VX Axia 2023 Ar 00
To create value through the provision of To sustainably and profitably distribute, • Quality
high quality consumer and durable market, merchandise and retail leading • Fairness
goods in Zimbabwe and the Region. consumer and durable goods, thereby • Integrity
growing stakeholder value and to • Teamwork
enable easier access to high quality • Accountability
consumer and durable goods at • Entrepreneurship
reasonable prices to our customers.
CONTENTS
OVERVIEW 2 CLIMATE CHANGE 45
Axia Corporation Limited at a Glance 3 Climate Change 46
Greenhouse Gas (GHG) Emissions 46
PERFORMANCE REVIEW 8
Performance Highlights 9 COMMUNITY RESPONSIBILITY AND ECONOMIC
CONTRIBUTIONS 48
Chairman’s Statement and Review of Operations 10
Community Responsibility 49
Direct Economic Value Generation and Distribution 50
STRATEGIC LEADERSHIP & GOVERNANCE 16
Tax 50
Board of Directors 17
Corporate Governance 19
FINANCIAL REPORTS 51
BUSINESS CONDUCT AND COMPLIANCE 23 Report of the Audit and Risk Committee 52
Business Ethics and Compliance 24 Directors’ Responsibility and Approval of Financial
Anti-Corruption 24
Statements 54
HUMAN CAPITAL 36
Employment 37
Labour Relations 39
Collective Bargaining 39
Defined Pension Contributions 40
Occupational Health and Safety 40
Delivery Drivers Working Conditions 40
Accident & Safety 41
Training and Education 41
SUSTAINABLE OPERATIONS 42
Water 43
Energy 43
Waste 44
Procurement 44 For an online version of this report and additional information visit
http://axiacorpltd.com
2 AXIA C
CORPORATION
ORPORATION LIMITED
LIMITED
| ANNUAL
| ANNUAL
REPORT 2023
REPORT 2023
OVERVIEW PERFORMANCE STRATEGIC BUSINESS SUSTAINABILITY CUSTOMER HUMAN SUSTAINABLE CLIMATE COMMUNITY FINANCIAL ANNEXURES
REVIEW LEADERSHIP & CONDUCT AND SERVICE CAPITAL OPERATIONS CHANGE RESPONSIBILITY REPORTS
GOVERNANCE COMPLIANCE AND ECONOMIC
CONTRIBUTIONS
Our History
The story of Axia Corporation Limited (Axia) began on 24 February 2016 when it was incorporated through a scheme of
reconstruction, whereby the net assets of Innscor Africa Limited’s Speciality Retail and Distribution business were unbundled
to form the Group. On the 1st of April 2016, Axia unbundled from Innscor Africa Limited and was listed on the Zimbabwe Stock
Exchange (ZSE) on the 17th of May 2016. The Group adopted a financial year ending on the 30th of June. Axia Corporation
Limited was delisted from the ZSE on 28 February 2023 and subsequently listed on the Victoria Falls Stock Exchange (VFEX) on
3 March 2023.
Milestones
Axia was Axia was Aquired 49% Legend Increased Axia was
unbundled listed on the shareholding Lounge was Shareholding delisted from
from Innscor Zimbabwe in Restapedic established in Restapedic Zimbabwe
Africa Limited Stock to 60% Stock
Exchange Increased Exchange
stake in Axia was
Transerv listed on the
resulting in a Victoria Falls
controlling Stock
interest Exchange
Year Milestone
1 April 2016 Axia was unbundled from Innscor Africa Limited.
17 May 2016 Axia was listed on the Zimbabwe Stock Exchange.
2018 Acquired 49% shareholding in Restapedic.
2020 • Legend Lounge was established.
• Increased stake to Transerv resulting in a controlling interest.
2022 Increased Shareholding in Restapedic to 60%
22023 • Axia was delisted from Zimbabwe Stock Exchange
• Axia was listed on the Victoria Falls Stock Exchange
Axia Corporation Limited operates within the speciality retail and distribution sector. It has three operating business units, namely
TV Sales & Home (TVSH), Transerv and Distribution Group Africa (DGA). TVSH is a leading furniture and electronic appliance
retailer with sites located countrywide. Over the years, TVSH has invested in manufacturing through the acquisition of 60% in
Restapedic and the formation of Legend Lounge.
Restapedic manufactures a wide range of quality beds for the local and export markets. Legend Lounge is a manufacturer of
premium quality lounge suites. Transerv retails automotive spares and accessories, by utilising its network of home-grown retail
branches and numerous fitments centres. DGA is a large and successful distribution and logistics concern, with operations
in Zimbabwe, Zambia and Malawi. Its core areas of expertise lie in inbound clearing and bonded warehousing, ambient and
chilled/frozen warehousing, logistics, marketing, sales and merchandising services.
SPECIALITY RETAIL
GROUP STRUCTURE
D Distribution
G Group
Excalibur Mauritius Moregrow
Limited Enterprises(Pvt) Ltd
A Africa
TV Sales & Home (Pvt) Ltd Distribution Group Africa (Pvt) Ltd Axia Operations (Pvt) Ltd
60% 51%
Geribran Services (Pvt) Ltd
WHERE WE OPERATE
Location
Zimbabwe
Malawi
Zambia
Mauritius
Stockist
of
Stockist
of
D Distribution
Distributor
G Group for
A Africa
Markets
Our extensive knowledge of the African business environment particularly Zimbabwe, Zambia and Malawi help us meet our
customers and beneficiaries at their point of need.
Supply Chain
We rely on a network of suppliers and customers to deliver our products and services to the end consumer. This network
includes manufacturers, distributors, vendors and merchandisers who play an essential role in ensuring our ability to meet the
needs of our customers. Strengthening our relationships with our supply chain partners is crucial to providing quality products
and services. We are always looking for ways to improve and appreciate feedback to help us achieve this goal.
AWARDS
Subsidiary Award
Transerv • Best Motor spares retailer- Buy Zimbabwe
TV Sales & Home • Sharp top partners award
• Confederation of Zim Retailer of the year in the furniture business
• Buy Zimbabwe Best Retailer of the year in the furniture businss
• Sony top partners award
FINANCIAL HIGHLIGHTS
Revenue ‘USD’ Operating Profit ‘USD’ Profit Before Tax ‘USD’
203 749 965 20 844 636 11 186 771
204 181 128 in FY2022 24 687 090 in FY2022 16 516 199 in FY2022
0.21% Decrease 16% Decrease 32% Decrease
SUSTAINABILITY HIGHLIGHTS
Electricity ‘Kwh’
2 319 519
2 413 061 in FY2022
4% Decrease
Diesel ‘litres’
1 536 456
664 046 in FY2022
131% Increase
“The Group
reported revenue
of US$203.8
million during
the year resulting
in a marginal
decline against the
comparative year.”
CHANGE IN FUNCTIONAL AND PRESENTATION
CURRENCY
The Group had a steady increase in the use of foreign currency statements to USD financial statements in an endeavour to
across its businesses and reassessed its functional currency present the best possible view of the comparative financial
in accordance with the requirements of IAS 21. The Group performance and position of the Group, in terms of the newly
concluded that based on the primary operating environment assessed functional currency.
and the Group’s own operating activities, there had been a
change in its functional currency from Zimbabwean Dollar The Directors have always exercised reasonable due care and
(“ZWL”) to United States Dollars (“USD”) with effect from the applied judgments that they considered to be appropriate
beginning of the current financial year. IAS 21 directs that in the preparation and presentation of the Group’s financial
entities operating in hyperinflationary economies should statements, and whilst they believe that the alternative
translate their last reported inflation-adjusted financial procedures and techniques used in the translation process,
statements using the closing rate of exchange at the reporting as described above, provide users with the best possible
date in order to derive and present comparative financial view of the comparative financial performance and position
statements under a newly assessed functional currency. of the Group, attention is drawn to the inherent subjectivities
and technicalities involved in the translation of ZWL financial
The Directors are of the opinion that using the provisions statements to USD financial statements.
of IAS 21 to convert the Group’s inflation-adjusted financial
statements from previous period, as a basis for presenting The alternative procedures and techniques applied for the
comparative and opening statement of financial position translation of ZWL financial statements to USD financial
information in the new functional currency, will result in statements have been summarized in Note 2.2 of the
material misstatement of the Group’s comparative financial accompanying notes to the financial statements. This has
statements. Therefore, the Group applied alternative resulted in the external auditor issuing an adverse opinion on
procedures and techniques in the translation of ZWL financial the Group’s consolidated financial statements.
FINANCIAL OVERVIEW
The Group
generated cash
of US$15.932
million from
operations which
enabled it to incur
capital expenditure
for the year of
US$6.6 million.
The Group generated cash of US$15.932 million from
operations which enabled it to incur capital expenditure for
the year of US$6.6 million. The Group’s free cash generation
will enable it to continue executing exciting expansion
opportunities.
SUSTAINABILITY
Volumes for the year were 29% below the prior year and
this resulted in a decline in revenue. This was due to weaker
demand in the formal sector. The business incurred losses
during the year due to exchange losses arising from delays in
payments from its major customers. This led to management’s
decision to stop supplying to some customers as a way to
manage the risk on debtors. Management is continuously
working with all parties to build demand in the formal sector.
We are continuously working with all parties to build demand
in the formal sector.
Transerv
to pay foreign suppliers and price products accordingly. The
During the year under review the Company’s revenue right pricing of goods will stimulate demand thus improving
increased by 5% compared to the prior year. The increase in sales volumes.
revenue was driven by rapid expansion in the Company’s
retail footprint. During the year, the Company opened seven The Group’s management teams will focus on balancing
new retail stores in Harare and one in Kadoma. The Company pricing and volume objectives, broadening product ranges,
continues with its drive to increase its retail footprint in a achieving growth in margin dollars as well as managing
bid to bring convenience and improve the overall customer operating costs. The Group will continue to focus on
shopping experience. Management is confident that in the growth from existing businesses whilst looking out for new
2024 financial year, revenue will continue to grow as the opportunities. Management in Zambia will focus on pushing
Company reaps the full benefits of footprint expansion. volumes, looking for new distributorship agencies, monitoring
and managing pricing positions in response to market
PROSPECTS conditions.
The establishment of the wholesale willing buyer willing In Malawi, the authorities have pressure to officially devalue
seller market has brought renewed confidence in the foreign the Malawi Kwacha. Management will continuously look
currency auction system. The Group is hopeful that this will for opportunities to source foreign currency to adequately
be a reliable source of foreign currency to enable the Group provide product to the business.
DIVIDEND APPRECIATION
I express my sincere gratitude to the Board of Directors,
The Board has declared a final dividend of US$0.0010 (0.10 executives, management and staff for their ongoing
US cents) per share in respect of all ordinary shares of the efforts during the year under review. Their commitment,
Company. This brings the total dividend paid for the year despite the challenging operating environment, is greatly
to US$0.0028 (0.28 US cents). The final dividend is payable appreciated. I also take this opportunity to thank the Group’s
in respect of the financial year ended 30 June 2023 and will valued customers, suppliers and other stakeholders for their
be paid in full to all ordinary shareholders of the Company continued support and trust.
registered at close of business on the 10th of November 2023.
The payment of this dividend will take place on or around the
13th of November 2023. The shares of the Company will be
traded cum-dividend on the Victoria Falls Stock Exchange up
to the 7th of November 2023 and ex-dividend as from the 8th
of November 2023.
BOARD OF DIRECTORS
Key Skills: Corporate Finance, Financial Performance, Strategy, Key Skills: Taxation, Corporate Finance, FMCG, Manufacturing,
Entrepreneurship, Investments, Compliance and Governance, Financial Performance, Strategy, Compliance and Governance
Banking and Financial Services and Business Management. and Business Management.
Qualifications: LLB, MBA (UZ) Key Skills: Entrepreneurship, Strategy, Business Management,
FMCG, Manufacturing, Agriculture, Banking and Financial
Key Skills: Corporate Law, Taxation, Agriculture, Strategy, Services and Financial Performance
Compliance and Governance, Banking and Financial Services
and Business Management. Other Commitments:
Director of Innscor Africa Limited and Simbisa Brands
Other Commitments: Limited
Director of Ariston Holdings Limited and African Century
Limited. Partner at Coghlan, Welsh and Guest Legal
Practitioners
Other Commitments:
Director of Edgars Stores Limited (Chairman of the Board),
Padenga Holdings Limited (Chairman of the Board), Innscor
Africa Limited and PPC Zimbabwe Limited. Principal at
Schmulian & Sibanda (Chartered Accountants).
DIVISIONAL MANAGEMENT
TRANSERV
Lloyd Mugabe Managing Director
DISTRIBUTION
CORPORATE GOVERNANCE
Group Governance
Axia Corporation Limited is committed to upholding the principles of Corporate Governance as outlined in IS134 of 2019 Securities
and Exchange Rules (Victoria Falls Stock Echange Listing requirement), the Companies ans Other Businesses Entities Act (chapter
24:31), the King IV Code, the National Code on Corporate Governance in Zimbabwe and other International Best Practices on
Corporate Governances . The Directors recognise the importance of conducting the Group’s affairs with transparency, integrity,
accountability, and abiding with accepted corporate practices. This approach assures shareholders and other stakeholders
that Axia Corporation is being managed ethically with prudently determined risk parameters and in compliance with the best
international practices. This ensures value addition to the Group’s financial and human capital investment.
Board Responsibility
The Board’s primary responsibility is to fulfil its fiduciary obligation to the shareholders and the Group. As such, it serves as the
highest policy-making entity of the business and is responsible for providing strategic guidance. The Board meets quarterly to
oversee management performance and uphold control over the Group’s strategic direction.
Board Composition
The Board is composed of one executive director and four non-executive directors, three of them are independent. Non-
executive Directors provide independent guidance and oversight for the Company’s strategic decision-making process and
corporate governance practices.
80% Male 20% Female 20% Non-Independent Non-Executive 20% Above 65 year
20% Independent Non-Executive 60% 60-65 years
60% Executive 20% Below 40 year
Board Expertise
The Directors are allocated responsibilities in sub-committees where each member is assigned responsibilities based on their
skills and area of expertise. Each business unit within the Group has a separate Board that is responsible for its day-to-day
operations and has defined objectives. A comprehensive financial reporting system is in place to ensure that each business unit
is held accountable on a monthly basis.
Nomination of Directors
The Board comprises individuals with demonstrated track records and diverse skills and experience, which they leverage for
the benefit of the Group. The Group is committed to ensuring that there is top-notch leadership at the highest level. Therefore,
the selection of board members considers diversity, independence, and expertise, while paying attention to the interests of the
business stakeholders.
The Group has established three committees to enable the board to achieve its responsibilities as follows:
Attendance of meetings during the financial year ended 30 June 2023 (from 1 July 2022 to 30 June 2023)
Thembiwe Mazingi 5 5 3 3 1 1
John Koumides** 2 2 1 1 1 1
* Executive
** He retired on 31 December 2022
^ Chairperson of the Board plus Chairperson of the Remuneration and Nomination Committee
# Chairperson of the Audit and Risk Committee
As per the Companies and Other Business Entities Act [Chapter 24:31] (“COBE”), section 206 (2), a public company must have
a minimum of 3 independent non-executive directors on its Board of Directors. Axia Corporation fully complies with this
requirement as its Board has 3 independent non-executive directors. According to section 219 of the COBE, the Audit Committee
of a public company must have a minimum of three (3) members, all of whom should be independent directors. The Groups’
Audit Committee consists of 3 members, out of which 2 are independent directors. Additionally, section 195 (1) of the COBE
requires a public company to have at least seven (7) directors. The Axia Directorate comprises of five (5) directors. The Group has
embarked on steps to ensure that these requiments are met.
The Group provides various platforms for its stakeholders to communicate with its Board of Directors and senior management.
These platforms include the Annual General Meeting, press releases, announcements of interim and year-end results, investor
briefings, annual reports to shareholders, and the exercise of shareholders’ voting rights.
The Group believes that it is the responsibility of the Board and management to lead by following acceptable ethical business
practices. Therefore, all Directors and Management must disclose any interests that may be considered as conflicting with their
contracts with the Group. The company considers professional and ethical standards as an essential component of its business
operations. The Group acknowledges that the perception of investors and stakeholders is influenced by the way the company,
its Directors, management, and staff conduct business. Therefore, the Group always strives to maintain the highest standards of
integrity and business ethics.
The beneficial interests of Directors and their families in the shares of the Group are disclosed under note 23.3.
Whistle-blower policy
The Group upholds its values and principles of conduct and expects all individuals to follow ethical standards. It is mandatory
for all employees and stakeholders to report unethical behaviour through an independently managed whistle-blower system.
This system provides a secure channel for stakeholders to report any form of misconduct they come across without fear of any
repercussions.
Share Dealings
The Group has a policy in line with the Victoria Falls Stock Exchange Listing Requirements prohibiting dealings in shares by
Directors, officers, executive management and all its employees for a designated period which is:
• Any period when they are aware of any negotiations or in possession of price-sensitive information not within the public
domain; or
• The period from the end of the Group’s financial year end to the date of earliest publication of the Group’s preliminary
report, abridged report or provisional report; or
• The period from the expiry of the first six months of the Group’s financial year to the date of publication of the company’s
interim results; or
• Any period when the Company is trading under cautionary announcement.
Directors Remuneration
Remuneration packages for Directors are determined by the Group’s Remuneration Committee. These packages include
guaranteed salary as well as performance related incentives linked to the achievement of preset profit targets and levels of
free cashflow. As at 30 June 2023, there were no loans from the Company to any Directors. As at 30 June 2023, 9 530 934 share
options were granted to Directors and certain Senior Management and Executive, all of these share options were fully exercised.
More details of the share option scheme are disclosed under note 23.4.2.
Professional Advice
It is the Group’s Policy that where justifiable, Directors are entitled to seek independent professional advice at the Group’s
expense on matters in the furtherance of their duties or in advance of the Group and its companies’ value creation.
BUSINESS
CONDUCT AND
COMPLIANCE
Business Ethics 24
Anti-Corruption 24
Human Rights 24
Diversity and Inclusion 24
Security Practices 24
Risk Management 24
Financial Risks 25
Significant Risks 26
Business ethics and compliance involves managing risks and opportunities surrounding ethical conduct. Axia Corporation Limited
understands the importance of ethical practices within its value chain and by adhering to business ethics and compliance, the
Group maintains a good reputation. We are guided by the Corporate Governance Policy to ensure that compliance standards
are met.
The Group has senior managers who are specifically responsible for different laws and regulations. They ensure that compliance
is met. To track the effectiveness of the steps taken, we carry out internal and external audit processes. After the audit processes
are undertaken reports are compiled with a summary of the procedures taken, key findings and recommendations.
Anti-Corruption
We make it a priority not to tolerate any form of corruption throughout our business and relations. We believe not observing
ethical principles has the potential to destroy our business through reputational damage. We have a strong control environment
with zero tolerance for corrupt activities. We carry out internal and external audits in order to evaluate the efficiency of our efforts
towards operating in an ethical manner. Our goal is to eliminate corruption and this will be indicated by a reduction in reported
corrupt activities. For the year under review, great progress was made towards operating as an ethical and compliant business.
Human Rights
As Axia Corporation Limited, we understand that respecting human rights improves employee motivation therefore increasing
their productivity levels. On the other hand, there is a potential for abuse of human rights by employees which may pose a
negative impact on service delivery.
We are guided by our Human Resources Policies which require fair treatment of employees with particular attention to
respecting human rights. Group companies have strong Workers’ Committees that engage with management at any point in
time to discuss issues relating to the topic under consideration. More so, we constantly educate employees regarding human
rights-related issues and management in order to empower them.
Our goal is to ensure employees are treated fairly and that they are aware of their own rights and this is assessed by monitoring
the number of complaints from employees and the Workers Committees. We constantly renew our policies to adjust to
changing legislation on human rights management. We frequently engage various stakeholders to identify weak points in the
management of human rights and how to address them.
Our commitment to diversity and inclusion is reflected in the makeup of our board and workforce, as well as our approach to
salary and remuneration. By fostering a diverse and inclusive workplace, the Group not only earns a positive reputation as a fair
and ethical company but also ensures that it attracts and retains top talent. To achieve this, the Group’s Human Resource Policy is
guided by rigorous standards for fair recruitment and promotion, which ensure that all employees have equal opportunities for
career advancement, regardless of age, gender or ethnicity. Through these efforts, we cultivate a diverse and talented workforce
that is well-equipped to meet the complex challenges of the modern business landscape.
Security Practices
As businesses grow and evolve, ensuring the safety and security of their employees, customers and assets becomes increasingly
critical. In this regard, Axia adopted a comprehensive security practices management approach to ensure the safety of employees,
customers and assets.
Our security team is equipped with the necessary expertise to provide professional services to our customers while respecting
their privacy. We regularly conduct unannounced visits to our shops to evaluate the competence of our security personnel, and
we rely on customer feedback to identify areas of our security practices that require improvement.
The Group recognises the importance of operating sustainably and acknowledges the potential for long-term business success
through sustainability reporting. It aims to engage with its stakeholders, identify material issues, and respond to matters by
following the Global Reporting Initiatives (GRI) Standards. Additionally, the Group seeks to build a business driven by inclusivity,
responsiveness, and sustainable practices while contributing to sustainable development in the areas where it operates. To
manage risks effectively, the Group follows a systematic and comprehensive risk profiling exercise at the beginning of each year.
This process involves extensive consultations with all internal stakeholders.
Risks are identified and ranked based on their probability and scale of impact, and feasible risk management strategies are
considered and implemented. Continuous audit risk reviews are conducted to ensure ongoing assessment and mitigation of
risks. When selecting audit areas, a risk-based approach is adopted, considering both internal and external threats that may
impact key strategic and operational objectives. We maintain a risk register, where we explain the risks identified, the planned
action and the assessment of residual risk. For accountability, we continuously report on our risks during Management and
Board meetings. We use the Brags rating system for the residual risk rating.
Financial Risks
The Group prioritises the management of its financial risks, focusing primarily on interest rate and liquidity risk. To mitigate
interest rate risk, the Group adopts a strategy of fixed interest rates rather than variable rates. It ensures that the fixed interest
rates remain lower than the expected rate of return from its invested assets. This approach provides stability and predictability
in interest expenses. In terms of liquidity risk, the Group maintains a strict monitoring system for its financial instruments,
continuously assessing their risk profiles and maturity. By doing so, it aims to prevent liquidity gaps from arising. In cases where
liquidity gaps are anticipated, the management promptly develops plans to secure additional funding or renegotiate maturity
dates for financial liabilities.
Axia Corporation Limited carefully assesses eligibility criteria for credit, taking into account current and projected micro and
macroeconomic factors. Credit is extended only to credit-worthy customers with reasonable tenure and interest rates that align
with inflationary conditions. We conduct periodic checks and reconciliations to manage financial risks. In addition, we have
various levels of review of different information within the Group to ensure that any anomalies can be detected and escalated
timeously. We have internal and external auditors, who through their various processes and reports also assist in managing
financial risks.
Significant Risks
Business • Volumes decline due to a decline • Seek out new product lines.
in disposable incomes as a result of • Continue to price current products in line
hyperinflation. with changes in the economic environment.
• Consider backward integration to
manufacturing customer goods and fight
competition.
Government and • Regulatory risk – compliance with various • Maintaining good relationships with relevant
Regulators laws, in particular, currency and exchange authorities to ensure that they understand
control laws and various tax legislations. the nature of our business, our foreign
currency requirements and our contribution
to the fiscus to lobby for their support.
Environmental and social • Environmental pollution, hazards to • Work with the various stakeholders to
human health, safety and security. ensure we have a positive impact on our
communities.
Financial • Loss of shareholder value due to • Active monitoring of local monetary assets,
inappropriate pricing. ensuring branches generate meaningful
• Loss of value of monetary assets due to profits.
exchange rate fluctuations resulting in • Diversifying funding sources from not only
decline in shareholders value. banks to other financial institutions such as
• Lending rates and availability of liquidity investment funds.
to support business requests.
Strategic risk • Delays in the shipment of imported • Order in advance, and look for local suppliers
products. of similar goods.
SUSTAINABILITY
Sustainability Approach 28
Stakeholder Engagement 28
Sustainability Materiality Assessment 31
Our Strategy
Axia Corporation Limited is committed to creating value through sustainable business practices. To achieve this, we prioritise
the identification, measurement, and accountability of economic, environmental, and social issues. The primary objective is to
provide our customers with eco-friendly high-quality and durable products. As a retail and distribution business, we rely on our
stakeholders to help us identify impacts and opportunities in our operations and supply chain. Our ultimate goal is to create
positive impacts for our stakeholders through our business activities and operations, which will lead to long-term success.
Supply Chain
The Group connects producers and consumers with a strong sense of responsibility. To ensure that our supply chain partners
meet the highest standards, we have a strict monitoring system that includes thorough screening procedures. We evaluate
suppliers based on their environmental impact, social responsibility, compliance with regulations, and human rights practices.
Our goal is to promote sustainable practices that align with our values and do not compromise the integrity of our brands. We
believe in transparency and fairness in our relationships with supply chain partners to create a mutually beneficial partnership.
Sustainable Operations
As a responsible business, we understand the significance of conducting sustainable operations that do not damage the
environment. We encourage all our subsidiaries to take necessary precautions to minimise any negative impact on the
environment, society, and economy. For this purpose, our subsidiaries adhere to standard operating procedures that promote
sustainable practices, ensuring that they do not create any negative effects.
Shared Values
Our business strategy is centred on customer satisfaction and involves being inclusive and responsive to their concerns. In
line with this, we prioritise creating shared values with our customers and other stakeholders by adopting environmentally
conscious practices and ensuring responsible disposal of packaging waste. We strongly believe that by creating shared values,
we can contribute to a better world.
STAKEHOLDER ENGAGEMENT
We provide an effective means for addressing economic, environmental and social challenges by considering the views of our
various stakeholders. We recognise that stakeholder engagement is essential for achieving our strategic objectives, enhancing
our performance and managing risks.
The Group’s stakeholder engagement approach is driven at the Group level and the process is guided by the GRI Standards in
stakeholder identification, prioritisation and management approach. We use various methods and channels to communicate
with them and we seek to understand their expectations, interests and concerns, and to address them in a timely and constructive
manner. Additionally, we monitor and evaluate the effectiveness of our stakeholder engagement activities and report on the
outcomes and impacts.
Local • Increase support for • Increasing the number of • Meeting with • Ad hoc
Communities charity organisations. beneficiaries. community
• Creating job opportunities. • Opening new business units. leaders
and charity
organisations.
Our sustainability strategy aims to deliver positive impacts through specific activities that help address some of the most pressing
concerns of its stakeholders. Our strategy is focused on the principles of environmental, social and governance (ESG) issues
following the guidelines of the Global Reporting Initiative (GRI). We engage with our internal and external stakeholders, analyse
our business risks and opportunities, and benchmark our performance against industry standards. This assessment informs our
sustainability strategy, goals and reporting. We believe that our most important contribution to sustainable development is to
operate an effective and profitable business.
Our sustainability materiality assessment is a concept that helps to identify the most significant material issues that may impact
our business, values and ability to achieve our strategic aspirations. The materiality assessment was conducted through a
questionnaire survey by the Group. Data collected from the survey was processed in phases that included the identification
of issues relevant to the nature of operations through stakeholder assessment and benchmarking. The survey assessed the
perceptions of management on the relative importance of the identified topics to Axia Corporation Limited and their influence
on the decisions of stakeholders and human rights. The final topics were verified and approved by senior management for
consistency with business activities.
Material Topics
The material issues identified have been reaffirmed as most relevant to Axia Corporation Limited for the period ended 30 June
2023. The identified issues were categorised into economic, environmental, social and governance topics as presented below:
• Economic category – topics that cover the flow of capital among different stakeholders, and the main economic impacts
of the Group throughout the society.
• Social category – topics that relate to impacts on the social systems and human rights in our area of operations.
• Environmental category – covers impacts on living and non-living natural systems, including land, air, water, and
ecosystems.
• Governance – covers impacts on the system of rules, practices and processes by which the Group is directed and controlled.
Materiality Matrix
Economic Performance
Security Practices
Business ethics and compliance
Product variety & availibility
Importance to Stakeholders
Outlets accessibility
Water Employment
Diversity and Inclusion
Training and Education
Occupational Health and Safety Tax
During the reporting period, the following topics were identified as significant to both the Group and stakeholders included Tax,
Economic Performance, Security Practices, Product Variety and Availability and Anti-corruption.
We linked our materiality matrix to the Sustainable Development Goals (SDGs) to demonstrate the significance of how actions
on the topics contribute to relevant SDGs.
Importance to Stakeholders
Importance to Stakeholders
CUSTOMER SERVICE
Axia Corporation Limited understands that providing good customer service drive good relations which is crucial to its success. To achieve
this, we put a lot of effort into delivering top-quality products and services that cater for our clients’ needs and expectations. We value the
input of our customers as it enables us to enhance performance and improve customer satisfaction. Our team is highly skilled, experienced
and always available to attend to customer complaints regarding our business activities. Our goal is to establish long-term and mutually
beneficial relationships with our customers, based on trust, respect, and transparency.
Axia Corporation Limited implemented a robust framework for safeguarding customer data through its Customer Privacy and Security
Systems. This enables the Company to uphold its reputation for maintaining high standards of integrity. To ensure the confidentiality
and security of our customers’ information, we have established IT policies and controls. We are dedicated to implementing adequate IT
controls to safeguard the integrity of customer data stored in our systems.
We implemented strict IT access controls to ensure that only authorised personnel can access relevant information. The Group have
proactive systems that ensure the IT control systems are continuously reviewed. We aim to ensure that we safeguard customer’s information
all the time and to avoid any cases of unauthorised access to our information systems.
Outlets Accessibility
Outlet accessibility is an important factor in providing convenience to customers, enhancing brand recognition, and driving business
performance. To achieve these goals, the Group is continuously expanding its store network, with a focus on strategic locations that cater
to its target customer base. Our Business Development Policy is designed to ensure that we have a presence in all key areas where our
customers are located. We carefully select and manage the sites for our branches to maximise accessibility and convenience. Our strategy
is informed by a rigorous performance-tracking mechanism, which enables us to evaluate the effectiveness of our approach and make
data-driven decisions.
Product quality and safety are critical aspects for our business to thrive in a competitive market. It ensures that our customers receive top-
notch products that meet their expectations and maintain the Company’s reputation. We buy from legitimate sources and top brands for
all our furniture, electronics and home appliances products, automotive spare parts and FMCG products. We have signed agreements with
world-class reputable suppliers to maintain range of quality products.
We have a team of experts who conducts quality standard checks on all products, to avoid substandard product from being dispatched to
all our outlets. The Managing Director oversees the quality of raw materials at the highest office level. For our furniture business, we have
experienced quality control officers who go over each product before dispatching it to the factory. We conduct regular training on both
the manufacturing team and the merchandising team to improve the quality of our products
As a business, product variety and availability ensure that customers in all our speciality retail have choices. By providing customers with
a wide range of options, we reduce the likelihood of customer grievances and increase the volume of sales, ultimately resulting in an
increased market share.
Our procurement strategy involves pre-planning and purchasing in large quantities to guarantee the availability of products. Our finance
teams also ensure the business has sufficient working capital and financing to maintain good relationships with our suppliers and prevent
stock-outs. We track this metric by customer consultations to understand the tastes and preferences so that we can have variety.
Timely Deliveries
Efficiently meeting customer demands is a crucial success factor for our business, and timely delivery plays a pivotal role in achieving this
objective. This ensures that customers receive their orders within the expected time frame, which not only satisfies their needs but also
helps to build a positive reputation for the business. Late deliveries usually lead to customer dissatisfaction, lost sales, increased costs and
an overall negative impact on the business’ bottom line. Therefore, Axia recognises the need to prioritise timely delivery and have effective
management strategies to ensure that products are delivered on time and in good condition.
To ensure timely delivery, we rely on our own fleet from Vital Logistics as well as distribution vehicles at TV Sales & Home. This gives us
greater control over product movement and enables us to monitor and track deliveries closely. Our efficient route management strategies
also help to streamline deliveries. In addition to our own fleet, we have strict arrangements with third-party transporters that include clear
delivery timelines and tracking mechanisms. This ensures that our products are delivered on time, regardless of geographical location.
HUMAN CAPITAL
Employment
The Group employs competent and talented employees who provide excellent service to drive growth and improved
performance. We understand that not managing our employment practices may pose a negative impact on the Group in terms
of poor-quality service which may tarnish the Group’s reputation.
Our Recruitment Policy from the Human Resources departments guides us in providing fair and equal opportunities to all
potential candidates. To optimise human capital contribution to our performance, the Group provides a conducive work
environment grounded on the values of fairness, opportunity creation, integrity, non-discrimination, equal opportunities,
empowerment, decent working conditions, good health facilities and motivation activities. The engagement of employees
remains critical for our long-term success and we ensure operations comply with labour laws and voluntary and international
best labour practices. We continue to foster employee engagement and relations to drive productivity and performance.
Male Female
Third-Party Employees
2023
Contractors 675
Interns 18
Graduate Trainees 2
Total Workers 695
2023 41 107
2022 50 232
Male Female
2023 92
1
104
2022 178
0
120
2021 208
15
Under 30 years old 30-50 years old Over 50 year old
2022 89 40
2021 95 240
Male Female
2023 152
2
54
2022 75
0
204
2021 118
13
Under 30 years old 30-50 years old Over 50 year old
Labour Relations
Labour relations are the interactions between employers and employees, or their respective representatives, in the context of the
workplace. The purpose of labour relations management is to establish and maintain harmonious and productive relationships
that benefit both parties, contribute to the economic and social well-being of society and assist in maintaining the Group’s
reputation.
Axia Corporation Limited provides a work environment where employees can freely join workers’ unions of their choice. Currently,
the majority of employees belong to National Employment Councils for the following sectors:
• Motor industry
• Furniture and manufacturing industry
• Retailers and wholesalers
The Group’s employees in Zimbabwe are covered under the Innscor Africa Pension Fund, Motor Industry Pension Fund and
National Social Security Authority. Regional employees are covered by the National Pension Scheme Authority (NAPSA - Zambia)
and the Group Pension Scheme operated by Nico Life in Malawi. Further details on Defined Contribution Pension Fund Coverage
have been disclosed on note 34 to the financial statements.
2023 2022
US$ US$
Regional Subsidiaries 58 504 58 123
Local Subsidiaries 285 594 228 382
Total 344 098 286 505
Effective implementation of Occupational Health and Safety measures plays a critical role in maintaining a low staff turnover
hence enabling business continuity. Given the nature of tasks undertaken by employees in our fitment centres and CBS facilities,
which involves handling heavy tools and equipment, adherence to stringent health and safety practices becomes imperative.
Our Human Resources Policy outlines the measures and procedures we have in place to promote occupational health and
safety. Our goal is to protect all stakeholders and minimise the occurrence of health and safety incidents. Reported incidents
serve as an indicator of our commitment to upholding good occupational health and safety practices. Whenever an incident
is reported, a thorough review is conducted to ensure that all procedures are followed and to identify ways to prevent similar
incidents from recurring.
All employees are entrusted with the responsibility of ensuring proper storage, usage, and return of equipment to their
designated locations. The Branch Manager serves as the primary point of contact for employees and is responsible for escalating
issues to Retail Managers or, when necessary, the HR Manager or Managing Director. Our employees are required to read the
employee handbook and signage posted throughout the workplace. In addition, Axia Corporation Limited provides medical aid
as part of its employee welfare. Our workers’ committee serves as a liaison between the employees and the management team.
The success of our business, mainly the Distribution Group Africa subsidiary relies on the well-being and satisfaction of our
drivers. As such, the Group prioritises driver working conditions and ensures the safety of all its drivers. This in return enhances
their morale, reduces road accidents and ultimately improving the quality of service.
As Axia, we consider our drivers to be equal to other employees and we strive to be the employer of choice. Our approach is to
provide a working environment that is not detrimental to the well-being of our drivers. We monitor our actions by evaluating
departmental employee turnover rates and the causes to identify if any are related to poor working conditions.
Accident and safety management are crucial aspects of our distribution subsidiary. We aim to provide our customers with high-
quality products and services while ensuring the well-being of our employees and the environment. Accidents lead to loss of
business due to product damages, increased costs in repairs of our fleet and compensation for any injuries that occur to our staff
or third parties. As such, all drivers are constantly reminded to adhere to road and traffic rules as this helps to reduce accidents
and improve safety. Employees are encouraged to take regular breaks and leave so that fatigue does not become a cause of
accidents.
Through our education and training initiatives, we experience improved financial performance from service delivery which
increases the potential for revenue generation. Investing in human capital development ensures that employees are well-
motivated, and equipped to provide efficient and effective customer service and production.
We are committed to ensuring that employees are trained at the highest level improve their skill base and are able to deliver
value to the Company in line with our Human Resources Policies. We aim to ensure that all employees are knowledgeable in
their line of work. For the period under review, the Group made great progress towards achieving the set goals.
SUSTAINABLE OPERATIONS
Operating in a sustainable manner is core to Axia Corporation Limited. We strongly believe that sustainable operations have
significant impacts on our business, the environment and society. We take all measures to reduce negative impacts associated
with water, energy, waste and our procurement.
Water
As Axia Corporation Limited, we understand that water and effluent management is a critical component of a sustainable future
that has significant implications for financial performance and regulatory compliance. Proper water and effluent management
practices can help in reducing our environmental footprint. Our operations are not water intensive; however, we understand that
we operate in areas threatened by water scarcity and our efforts to reduce our water consumption can make a huge difference.
As a speciality retail and distribution Group, water is mainly used for cleaning, sanitisation and consumption purposes. We are
committed to ensuring that all premises have good drainage linked to the municipal pipes, to ensure proper disposal, therefore
we conduct proper site inspections before securing a retail site. All effluent goes through the normal approved drainage system.
Senior officials conduct site visits to our branches and fitment centres to assess water consumption. Our goal is to ensure that
all employees at the various sites are using water sparingly. Water bills will show any wastages in water consumption which
indicates progress towards water conservation.
Water Consumption - m3
Energy
Proactively managing energy consumption brings significant benefits to Axia Corporation, by implementing responsible energy
practices, we build a reputation as a sustainable business and increase profitability through cost savings. However, it’s equally
important to avoid the potential negative impacts of poor energy management, such as a bad reputation, increased operational
costs, and reduced profitability. We use most of our energy for our gadgets, lighting, and heating in the normal course of our
business.
We are committed to ensuring the optimum utilisation of energy and switching off lights when not in use. We aim to minimise
energy costs by replacing electricity with solar energy, a recommendation from stakeholder engagements. We periodically
conduct a review of energy costs to track our energy usage.
Petrol Diesel
Electricity - KWh
Waste
Axia Corporation Limited recognises the importance of adopting and executing strategies that effectively minimise our waste’s
environmental impact while keeping costs low. Therefore, we established comprehensive procedures that ensure compliance
with regulatory standards and cost-effective waste management.
We are committed to ensuring that waste is disposed of in the recommended ways, to contribute to a clean city. We ensure that
bins and proper ablution rooms are availed at all premises we operate from to ensure that we keep our environment clean. As a
retail and distribution business, we do not generate hazardous waste and all our non-hazardous waste disposal is done through
the general sewer and garbage system. Waste generated in our operations comprises mostly plastics and cardboard. We dispose
of our waste through third-party recycling and municipal facilities. The Group continues to encourage responsible disposal
of waste and its reclamation. Senior Company Officials conduct site visits and disciplinary action is taken against any Branch
Managers with unclean premises to ensure that shops and fitment centres are clean and have bins. This has been effective as we
have not had problems during the year under review.
Procurement
We make it a priority that we maintain good relations with our suppliers to reduce the risk of disruptions which may take place
due to late deliveries.
Our Procurement Policies guide the decision-making processes on issues to do with responsible sourcing and supply chain
management. Our commitment is to give a fair chance to all vulnerable groups and ensure we adhere to ethical procurement
procedures. We carry out strict supplier vetting processes to ensure that we engage reliable, ethical and high-quality partners.
Our goal is to ensure that we deal with reputable suppliers within the vulnerable groups. However, it has been difficult to be
inclusive of vulnerable groups due to the nature of our products.
CLIMATE
CHANGE
Climate Change 46
Greenhouse Gas (GHG) Emissions 46
Environmental Stewardship is a key priority for Axia Corporation Limited. We recognise the importance of protecting the natural
environment and reducing our impact on climate change. We are committed to implementing sustainable practices throughout
our operations, and to reducing our carbon footprint.
Climate Change
Managing climate change shows our commitment to sustainability and improving our reputation as responsible corporate
citizens. Non-compliance with environmental regulations can result in fines and other penalties potentially resulting in the loss
of business partnerships and customers. Given the nature of our business and size, we can play a significant part in mitigating
climate change by reducing our dependence on fossil fuels and paper.
As Axia Corporation Limited, we are committed to implementing a comprehensive emissions measurement and reduction
strategy to enhance our environmental impact and comply with pertinent regulations while demonstrating our commitment
to corporate responsibility.
We established a comprehensive Vehicle Maintenance program that provides detailed guidelines and procedures for the
maintenance and servicing of our vehicles. The primary objective of this program is to reduce our Scope 1 emissions by
minimising fuel usage and optimising vehicle performance. To achieve this objective, our operations managers carry out periodic
inspections of vehicles to ensure that they are in optimal working condition and that all necessary servicing and maintenance
tasks are performed promptly and efficiently.
Being a responsible business, we categorised our greenhouse gas (GHG) emissions into two types - Scope 1 and Scope 2. Scope
1 emissions are the direct emissions resulting from Group’s operations, including fuel consumption by generators and vehicles,
which are under its control. Scope 2 emissions are indirect emissions resulting from the consumption of energy generated and
supplied by a third party, over which Axia Corporation Limited Group has no control.
We calculate our carbon footprint by converting energy consumption into carbon dioxide (CO) equivalency using internationally
accepted conversion factors. To calculate our Scope 1 and Scope 2 emissions, we used emission factors obtained from the UK
Government’s GHG Conversion Factors and the Southern African Power Pool 2015, respectively.
Scope 1: Emissions
Petrol Diesel
KgCO2elitres
Scope 2: Emissions
Kg CO2eKWh
COMMUNITY RESPONSIBILITY
Our Corporate Social Responsibility (CSR) Programmes are designed to uplift the communities in which we operate. We educate
various groups such as the youth on how to help themselves in times of emergencies such as changing car tyres. We provide
financial support to organisations within our communities as part of our corporate responsibility initiatives. All this is an effort
to act as good citizens and avoid reputational damage which may arise due to a lack of corporate responsibility management.
The Group believes that environmental and social factors are part of the business operations and strategy. Therefore, responding
to impacts from the Group’s operations is a responsibility and business objective that has the potential to maintaining our long-
term business values. The Group units engage with communities and other stakeholder groups to identify potential needs and
contributions. We believe that the well-being of the society is integral in providing business opportunities and human capital,
therefore the Group’s investment is vital.
We are committed to giving back to the communities in which we operate in line with our CSR Policy. The Company has a target
of getting itself involved in at least 4 corporate social responsibility activities each year. At the end of each year, management
reviews the number of activities conducted to assess their impact on the community. For the year under review, the Group
undertook a number of initiatives aimed at assisting various social initiatives. Feedback from stakeholders has revealed how our
actions have been appreciated.
Axia Corporation Limited contributes to the overall economic development through payment of taxes and providing
employment opportunities thus improving the well-being and standards of living in the countries we operate. Our vision is
to create value through the provision of high-quality consumer and durable goods in all regions where we operate. Improved
business performance amplifies the distribution of wealth across our stakeholders helping alleviate societal economic challenges.
In line with our commitment to building a sustainable business that adds value to society, we reinforced our approach of making
use of experienced teams with industry expertise, deep market knowledge and entrepreneurial creativity to sustain growth in
the long term. The Group is always seeking ways to bolster performance so that it continues to add value to its shareholders,
society, government, employees and suppliers among other stakeholders in our operations.
Our dedication is to become a responsible Group through timeous payment of taxes and subscriptions and ensure we remain
viable and able to contribute to the economy. The key indicator for success will be profit as shown in the Company’s financial
statements. The Group generates economic value through retail, distribution and maintenance services. The direct economic
value generated and distributed is presented in the financial statements on pages 59 to 108.
Tax
Through our tax payments, we contribute to the total revenue of the nation which contribute to economic development. Tax is
computed at the company level with reviews carried out from the head office every quarter. We ensure tax returns are submitted
and the amount due is paid in a timely manner to reduce the risks associated with penalties. Adding on, we attend tax seminars
to learn about the latest tax regulations and gain insight from experts on how to optimise tax planning and filling strategies.
We have a liaison officer who identifies and reports any risks or opportunities related to tax matters. Our goal is to remain a
compliant business paying particular attention to due dates and eliminating penalties due to non-compliance.
2023 2022
US$ US$
Zimbabwe 19 093 121 18 784 639
Zambia 231 366 290 005
Malawi 455 167 573 267
Total 19 779 654 19 647 911
FINANCIAL
REPORTS
Report of the Audit and Risk Committee 52
Directors’ Responsibility and Approval of Financial Statements 54
Certificate of Compliance by the Company Secretary 54
Report of the Directors 55
Report of the Independent Auditors 56
Group Statement of Profit or Loss and Other Comprehensive Income 59
Consolidated Statement of Financial Position 60
Consolidated Statement of Changes in Equity 61
Consolidated Statement of Cash Flow 62
Notes to the Financial Statements 63
The Audit and Risk Committee assists the Board in the fulfilment of its duties. The Audit and Risk Committee of the Board
deals, inter alia, with financial reporting, compliance, internal control and risk management. It receives reports from the Group
Finance Director, Internal Auditors, External Auditors and Company Secretary and meets at least three times a year.
Financial Reporting
The Committee reviews the interim and full year financial statements before their submission to the Board for Approval. The
Committee also advises the Board on changes in accounting standards and their implication on financial reporting. Key issues
discussed in the financial year relate to:
i) Compliance with International Accounting Standard (IAS) 21: Effects of changes in Foreign Exchange rates.
The Directors are of the opinion that using the provisions of IAS 21 to convert the Group’s inflation-adjusted financial
statements from previous period, as a basis for presenting comparative and opening statement of financial position
information in the new functional currency, will result in material misstatement of the Group’s comparative financial
statements. Therefore, the Group applied alternative procedures and techniques in the translation of ZWL financial
statements to USD financial statements in an endeavour to present the best possible view of the comparative financial
performance and position of the Group, in terms of the newly assessed functional currency.
i) Received and reviewed regular reports form the Group Internal Auditors on work performed against the Audit plan, Audit
findings, management responses, evaluation of mitigating controls (if any) and remedial action as required.
ii) Received reports from the Group Finance Director and Group Internal Auditors on frauds and losses. Work covered special
investigations on identified matters and the Committee tracked these to the point of appropriate resolution and remedial
action on any control weaknesses identified.
iii) Received and discussed regular reports from the Company Secretary and Group Finance Director on matters of
compliance, matters regarding corporate governance, changes in regulatory requirements (such as the new Companies
and Other Business Entities Act Chapter 24:31) and specific relevant litigations.
iv) Received updates and reviewed progress on new ERP system adoptions at the Distribution business (SAP Business One)
and at TVSH (Open Bravo).
v) Received regular reports from the Group Finance Director on Group treasury and borrowings arrangements, changes
thereof specifically noting the impact of shortages in foreign currency and liquidity challenges in the banking sector.
The Committee meets separately with internal and external auditors without management.
Mr. T. Sibanda
Audit Committee Chairman
27 October 2023
The financial statements are prepared with the objective of complying fully with International Financial Reporting Standards (IFRS). Complying
with IFRSs achieves consistency with the financial reporting framework adopted by the Company and the Group since its inception. Using a
globally recognized reporting framework also facilitates understandability and comparability with similar businesses and allows consistency in
the interpretation of the financial statements.
IAS 21 directs that entities operating in hyperinflationary economies should translate their last reported inflation-adjusted financial statements
using the closing rate of exchange at the reporting date in order to derive and present comparative financial statements under a newly
assessed functional currency.
The Directors are of the opinion that using the provisions of IAS 21 to convert the Group’s inflation-adjusted financial statements from previous
period, as a basis for presenting comparative and opening statement of financial position information in the new functional currency, will
result in material misstatement of the Group’s comparative financial statements. Therefore, the Group applied alternative procedures and
techniques in the translation of ZWL financial statements to USD financial statements in an endeavour to present the best possible view of the
comparative financial performance and position of the Group, in terms of the newly assessed functional currency.
The Directors have satisfied themselves that the Group is in a sound financial position and has adequate resources to continue in operational
existence for the foreseeable future. Accordingly, they are satisfied that it is appropriate to adopt the going concern basis in preparing the
financial statements.
The Board of Directors recognises and acknowledges its responsibility for the Group’s systems of internal financial control. Axia Corporation
Limited maintains internal controls and systems that are designed to safeguard the assets of the Group, prevent and detect errors and fraud
and ensure the completeness and accuracy of the Group’s records.
The Group’s Audit Committee has met the external auditors to discuss their reports on the results of their work, which includes assessments
of the relative strengths and weaknesses of key control areas. Any breakdowns in established control procedures have been reported to
the Group’s Audit Committee and the Board.
The Group and Company External Auditors, BDO Zimbabwe Chartered Accountants, have audited the financial statements and their reports
appear on pages 56 to 58 and 110 to 112 for the Group and Company financial statements respectively.
I certify that, to the best of my knowledge and belief, the Company has lodged with the Registrar of Companies all such returns as are required
to be lodged by the Public entity in terms of the Companies and Other Business Entities Act (Chapter 24:31) of the Republic of Zimbabwe, and
all such returns are true, correct and up to date. I also confirm that the Company has complied with the Victoria Falls Stock Exchange Listing
Regulations.
Share Capital
At 30 June 2023 the authorised share capital of the Company was comprised of 999 999 000 ordinary shares of USD 0.0001 each
and 1 000 Non-Voting Class “A” ordinary shares of USD 0.0001 each. The Issued share capital was at USD 55 600 (2022: 55 600)
divided into 556 000 308 (2022: 556 000 308) ordinary shares of USD 0.0001 each and 1 000 Non-voting Class “A” ordinary shares
of USD 0.0001 each.
Group Results
30 June 30 June
2023 2022
USD USD
Profit before tax 11 186 771 16 516 199
Tax expense (5 003 263) (6 455 728)
Profit for the year 6 183 508 10 060 471
Non-controlling interests (2 423 581) (4 441 336)
Profit for the year attributable to equity holders of the parent 3 759 927 5 619 135
Dividends
Ordinary shares
The Board declared an interim dividend of USD0.0018 (0.18 US cents) per share in respect of all ordinary shares of the Company.
The Board also declared a final dividend of USD0.0010 (0.10 US cents) per share in respect of all ordinary shares of the Company
in relation to the financial year ended 30 June 2023. The total dividend in respect of the financial year ended 30 June 2023 is USD
0.0028 (0.28 US cents).
Non-voting class “A” ordinary shares - Axia Corporation Employee Share Trust
The Board declared an interim dividend of USD50 000 to the Axia Employee Trust (Private) Limited. The Board has also declared a final
dividend of USD25 000 to the Axia Corporation Employee Trust (Private) Limited for the financial year ended 30 June 2023.
Directors’ Fees
Members will be asked to approve the payments of the Directors’ fees in respect of the financial year ended 30 June 2023 (note
10.2.2)
Auditors
Members will be asked to approve the remuneration of the auditors for the financial year ended 30 June 2023.
TO THE MEMBERS OF
Adverse Opinion
We have audited the consolidated financial statements of AXIA CORPORATION LIMITED AND ITS SUBSIDIARIES
which comprise the statement of financial position as at 30 June 2023, the statement of profit or loss and other
comprehensive income, statement of changes in equity and statement of cash flows for the year then ended, and
notes to the financial statements, including a summary of significant accounting policies.
In our opinion, because of the significance of the matters discussed in our Basis for Adverse Opinion section of our
report, the consolidated financial statements do not present fairly, the financial position of AXIA CORPORATION
LIMITED AND ITS SUBSIDIARIES as at 30 June 2023, and its financial performance and cash flows for the year then
ended in accordance with International Financial Reporting Standards.
Non-compliance with International Accounting Standard 21 (IAS 21), The Effects of Changes in Foreign Exchange
Rates and International Accounting Standard 29 (IAS 29), Financial Reporting In Hyperinflationary Economies.
The Group’s functional currency before the change to United States dollar was ZWL, which is a currency
of a hyperinflationary economy. In terms of International Accounting Standard 21 (IAS 21), The Effects of
Changes in Foreign Exchange Rates, the results and financial position of an entity whose functional currency
is the currency of a hyperinflationary economy shall be translated into a different presentation currency by
applying the closing rate on the inflation adjusted statement of financial position on the date of the change.
The Group did not adopt as its opening balances and comparative financial information, balances derived
in terms of IAS 21 and IAS 29, as described above, instead the Group converted its historical balances and
transactions using the monthly average exchange rates and spots rates.
The non compliance with IAS 21 on comparative financial statements and opening balances resulted in the
overstatement of property, plant and equipment by USD 13,097,407, overstatement of inventories by USD
15,649,392, and overstatement of shareholders’ equity by USD 28,746,799.
Our opinion on the current year financial statements is modified because of the effects opening balances
have on current year financial results and the comparability of current year financial results with those of
prior year.
The Group’s functional currency changed from ZWL to USD on 1 July 2022 but the Group continued to record
transactions in ZWL for the period 1 July 2022 to 31 May 2023. The transactions were translated to the
functional currency at monthly average rates. Due to the volatility of exchange rates between the United
States dollar and the Zimbabwean dollar for the period, 1 March to 31 May 2023 where the ZWL depreciated
by approximately 133%, a monthly average exchange rate cannot be considered to approximate the actual
rate of exchange on the day of a transaction. IAS 21 paragraph 22, states that the use of an average rate
is inappropriate if exchange rates fluctuate significantly. The financial impact of the non compliance with
IAS 21 could not be determined but it is considered to be material to the financial statements. Due to the
significance of the non compliance, we cannot express an opinion on the accuracy of revenue, expenses and
exchange gains and losses.
BDO Zimbabwe, a Zimbabwean partnership, is a member of BDO International Limited, a UK company limited by guarantee and forms part of the international BDO
Network of independent member firms.
A list of partner names is available for inspection at our registered office, No. 3 Baines Avenue, Harare.
Other Information
The Directors are responsible for other information. The other information comprises the information included
in the annual report which includes the Performance Review Report, The Strategic Leadership and Governance
Report, The Business Conduct and Compliance Report, The Sustainability Report, The Customer Service Report,
The Human Capital Report, The Sustainable Operations Report, The Climate Change Report, The Community
Responsibility and Economic Contributions Report and The Directors’ Report. The other information does not
include the audited financial statements and our auditor’s report thereon.
Our opinion on the consolidated financial statements does not cover the other information and we do not express
an audit opinion or any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with audited
financial statements or our knowledge obtained in the audit, or other wise appears misstated. If based on the
work we have performed, we conclude that there is a material misstatement of this other information, we are
required to report that fact. We have nothing to report in this regard.
In preparing the financial statements, the Directors are responsible for assessing the Group’s ability to continue
operating as a going concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or
have no realistic alternative but to do so.
As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional
scepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud
or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that
is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit 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 Group’s internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the Directors.
We communicate with the Directors regarding, among other matters, the planned scope and timing of the audit
and significant audit findings, including any significant deficiencies in internal control that we identify during our
audit.
We also provide the Directors with a statement that we have complied with relevant ethical requirements
regarding independence and communicate with them all relationships and other matters that may reasonably be
thought to bear on our independence, and where applicable, related safeguards.
The audit engagement partner on the audit resulting in this independent auditors report is Davison Madhigi (PAAB
Practising Number 0610)
__________________________________
BDO Zimbabwe
Chartered Accountants
27 October 2023
Kudenga House
3 Baines Avenue
Harare
Profit before interest, equity accounted earnings and tax 14 229 176 18 433 981
exchange differences arising on the translation of foreign operations ( 875 564) ( 939 926)
revaluation of property, plant and equipment 5 209 654 -
tax on fair value adjustments of property, plant and equipment (1 476 357) -
Other comprehensive income for the year, net of tax 2 857 733 ( 939 926)
Total comprehensive income for the year 9 041 241 9 120 545
The above Group statement of profit or loss and other comprehensive income should be read in conjuction with the
accompanying notes.
Non-current assets
property, plant and equipment 16 28 949 225 19 971 864
right of use asset 17 12 915 358 2 690 745
investments in associates and joint ventures 18 1 849 953 1 907 095
deferred tax assets 28 224 443 721 670
43 938 979 25 291 374
Current assets
financial assets at fair value through profit or loss 20 505 782 373 521
inventories 21 38 654 485 41 159 097
trade and other receivables 22 32 238 750 23 835 444
cash and cash equivalents 2 839 285 5 723 036
74 238 302 71 091 098
Non-current liabilities
deferred tax liabilities 28 2 417 510 449 318
lease liabilities 17 9 086 201 1 452 780
11 503 711 1 902 098
Current liabilities
interest-bearing borrowings 29 12 879 341 9 689 942
lease liabilities 17 3 747 809 1 413 679
trade and other payables 30 26 021 679 21 823 403
provisions 31 519 808 960 477
current tax liabilities 1 773 110 4 081 798
44 941 747 37 969 299
The above Group statement of financial position should be read in conjuction with the accompanying notes.
______________________________ ______________________________
LEM NGWERUME R M RAMBANAPASI
Chairman Executive Director
27 October 2023 27 October 2023
Share
Ordinary NDR based Non- Non-
Share Share payments Distributable Distributable controlling
Capital premium reserve Reserves * Reserves Total Interests Total
USD USD USD USD USD USD USD USD
Balance at 30 June 2021 55 215 2 186 350 392 800 ( 3 598 928) 27 334 349 26 369 786 23 113 986 49 483 772
Profit for the year - - - - 5 619 135 5 619 135 4 441 336 10 060 471
Other comprehensive loss - - - (469 963) - ( 469 963) ( 469 963) ( 939 926)
Total comprehensive (loss)/ income - - - (469 963) 5 619 135 5 149 172 3 971 373 9 120 545
Dividends declared (note 7.2) - - - - ( 1 604 030) ( 1 604 030) ( 2 663 355) ( 4 267 385)
Balance at 30 June 2022 55 600 3 620 572 - ( 4 068 891) 31 349 454 30 956 735 25 554 340 56 511 075
Profit for the year - - - - 3 759 927 3 759 927 2 423 581 6 183 508
Other comprehensive income - - - 1 431 036 - 1 431 036 1 426 697 2 857 733
Total comprehensive income - - - 1 431 036 3 759 927 5 190 963 3 850 278 9 041 241
Dividends declared (note 7.2) - - - - ( 1 967 152) ( 1 967 152) ( 1 933 341) ( 3 900 493)
Balance at 30 June 2023 55 600 3 620 572 - ( 2 637 855) 33 142 229 34 180 546 27 551 277 61 731 823
* Non distributable reserves is comprised of foreign currency translation reserves and revaluation reserves. See note 25.
The above Group statement of changes in equity should be read in conjuction with the accompanying notes.
Total cash generated from operating activities 7 226 808 16 524 523
Net cash (outflow)/ inflow before financing activities 610 164 2 189 107
Cash and cash equivalents at the beginning of the year 5 723 036 6 131 334
Cash and cash equivalents at the end of the year 2 839 285 5 723 036
The above Group statement of cashflows should be read in conjuction with the accompanying notes.
1 Corporate Information
The consolidated financial statements of Axia Corporation Limited for the year ended 30 June 2023 were authorized
for issue in accordance with a resolution of the Directors on 20 September 2023. Axia Corporation Limited is a limited
liability company incorporated and domiciled in Zimbabwe whose shares are publicly traded on the Victoria Falls
Stock Exchange (“VFEX”). The Group operates within the specialty retail and distribution industries selling products
such as homeware furniture, electrical appliances and automotive spares and accessories as well as the distribution of
many locally and internationally branded FMCG products into the general retail and wholesale sectors whilst offering
logistics, transport, marketing, merchandising, storage and maintenance services thereon. The registered office is 1st
Floor, Edward Building, Corner Nelson Mandela/First Street, Harare and the physical address of the Corporate office is 6
Kenilworth Road, Newlands, Harare.
2 Statement of compliance
The Group’s financial statements have been prepared in accordance with International Financial Reporting Standards
(IFRSs) and in the manner required by the Companies and Other Business Entities Act (Chapter 24:31) and the Victoria
Falls Stock Exchange listing requirements. The principal accounting policies of the Group are consistent with those
applied in the previous annual financial statements except for the revaluation of property, plant and equipment which
the Group adopted effective 30 June 2023..
The Directors are of the opinion that using the provisions of IAS 21 to convert the Group’s inflation-adjusted
financial statements from previous period, as a basis for presenting comparative and opening statement of
financial position information in the new functional currency, will result in material misstatement of the Group’s
comparative financial statements. Therefore, the Group applied alternative procedures and techniques in
the translation of ZWL financial statements to USD financial statements in an endeavour to present the best
possible view of the comparative financial performance and position of the Group, in terms of the newly
assessed functional currency.
The Directors have always exercised reasonable due care and applied judgments that they considered to be
appropriate in the preparation and presentation of the Group’s financial statements, and whilst they believe that
the alternative procedures and techniques used in the translation process, as described above, provide users
with the best possible view of the comparative financial performance and position of the Group, attention is
drawn to the inherent subjectivities and technicalities involved in the translation of ZWL financial statements to
USD financial statements.
The revalued amounts were based on a valuation exercise performed by independent accredited valuers,
Hammer and Tongues for Zimbabwean units and R.M Fumbeshi & Co for Zambian entities and PCDA Consultants
for Malawian entities. Hammer and Tongues has experience in valuing assets of the Group’s nature. A valuation
model in accordance with that recommended by the International Valuation Standards Committee has been
applied.
The revaluation surplus, net of deferred tax, has been included under Non Distributable Reserves, with the
movement for the current year shown under Other Comprehensive Income.
• Transactions were initially split by currency of origin between USD and ZWL.
• ZWL transactions were converted to USD using transactions-based average rate. Average rate is derived from
the pricing rates and rates used for settlement to suppliers.
• Depreciation was based on the USD values which was based on transaction based rates when the property,
plant & equipment was acquired.
The income tax charge was determined as follows:
- The current tax charge was calculated using the section 37AA method as promulgated by ZIMRA and
the ZWL tax was converted using the average rate as per the same method.
- The deferred tax charge was determined from the USD deferred tax movement analysis. The opening
USD deferred tax balances were recalculated from the USD net carrying amounts and tax bases.
• Assets were based on transaction based rates when the items were acquired.
• Monetary assets and liabilities were converted at closing rate
• Share capital and share premium were converted based on transaction based rate.
3 Basis of consolidation
The consolidated financial statements comprise the financial statements of the Company and its subsidiaries as at
30 June 2023. Subsidiaries are fully consolidated from the date of acquisition, being the date on which the Group
obtains control, and continue to be consolidated until the date that such control ceases. The financial statements of the
subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies
except for the revaluation model applied for Property, Plant and Equipment as at 30 June 2023.
Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee
and has the ability to affect those returns through its power over the investee. Specifically, the Group controls an
investee if and only if the Group has:
• Power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the
investee)
• Exposure, or rights, to variable returns from its involvement with the investee, and
• The ability to use its power over the investee to affect its returns.
When the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant
facts and circumstances in assessing whether it has power over an investee, including:
• The contractual arrangement with the other vote holders of the investee;
• Rights arising from other contractual arrangements; and
• The Group’s voting rights and potential voting rights.
The Group re-assesses whether it controls an investee if facts and circumstances indicate that there are changes to one
or more of the three elements of control.
Profit or loss and each component of other comprehensive income (“OCI”) are attributed to the equity holders of the
parent of the Group and to the non-controlling interests, even if this results in the non-controlling interests having
a negative balance. When necessary, adjustments are made to the financial statements of subsidiaries to bring their
accounting policies in line with the Group’s accounting policies. All intra-group assets, liabilities, equity, income,
expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation.
A change in the ownership interest of a subsidiary, without a change of control, is accounted for as an equity transaction.
If the Group loses control over a subsidiary, it:
4.1 Adoption of new and revised standards that are relevant to the Group
Several amendments and interpretations apply for the first time for annual periods beginning on or after 1
January 2022. These new ammendments and standards did not have a material impact on the Group.
New standards, amendments and interpretations mandatory for year ended 30 June 2023 which are
relevant to the Group
The amendment is effective for annual reporting periods beginning on or after 1 January 2024 and has not been
early adopted by the Group and not expected to have any material impact on the Group.
4.1 New standards, amendments and interpretations mandatory for year ended 30 June 2023 which are
relevant to the Group (continued)
Property, Plant and Equipment — Proceeds before Intended Use (Amendments to IAS 16)
The amendments prohibit deducting from the cost of an item of property, plant and equipment any proceeds
from selling items produced while bringing that asset to the location and condition necessary for it to be
capable of operating in the manner intended by management. Instead, an entity recognises the proceeds from
selling such items, and the cost of producing those items, in profit or loss.
The amendment did not have any material impact on the Group
The amendment did not have any material impact on the Group
IFRS 1 – The amendment permits a subsidiary that applies paragraph D16(a) of IFRS 1 to measure cumulative
translation differences using the amounts reported by its parent, based on the parent’s date of transition to
IFRSs.
IFRS 9 – The amendment clarifies which fees an entity includes when it applies the ‘10 per cent’ test in paragraph
B3.3.6 of IFRS 9 in assessing whether to derecognise a financial liability. An entity includes only fees paid or
received between the entity (the borrower) and the lender, including fees paid or received by either the entity
or the lender on the other’s behalf.
IFRS 16 – The amendment to Illustrative Example 13 accompanying IFRS 16 removes from the example the
illustration of the reimbursement of leasehold improvements by the lessor in order to resolve any potential
confusion regarding the treatment of lease incentives that might arise because of how lease incentives are
illustrated in that example.
The ammendments are effective for annual periods beginning on or after 1 January 2022.
The above amendments did not have a material impact on the Group.
4.2 New and revised standards in issue but not yet effective that are relevant to the Group
The Group has not applied these standards and amendments for the first-time, which are effective for annual
periods beginning on or after 1 January 2023. These new amendments and interpretations issued by the IASB,
will not have a material effect on the Group’s financial statements.
Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS Practice Statement 2).
The amendments require that an entity discloses its material accounting policies, instead of its significant
accounting policies. Further amendments explain how an entity can identify a material accounting policy.
Examples of when an accounting policy is likely to be material are added. To support the amendment, the
Board has also developed guidance and examples to explain and demonstrate the application of the ‘four-step
materiality process’ described in IFRS Practice Statement 2.
The Group does not see this standard having an impact on its financial statements when it becomes effective.
The Group does not see this standard having an impact on its financial statements when it becomes effective.
Deferred Tax related to Assets and Liabilities arising from a Single Transaction (Amendments to IAS
12)
The amendments clarify that the initial recognition exemption does not apply to transactions in which equal
amounts of deductible and taxable temporary differences arise on initial recognition.
The Group does not see this standard having an impact on its financial statements when it becomes effective
The Group is still assessing the full impact this standard on its financial statements when it becomes effective.
Revenue recognition
Revenue is measured based on the consideration to which the Group expects to be entitled in a contract with a
customer and excludes amounts collected on behalf of third parties. Revenue is presented net of discounts, rebates,
returned products and other customer claims. The Group recognises revenue when it transfers control of a product or
service to a customer.
Sale of goods
Revenue from sale of goods is recognised at the point in time when control of the asset is transferred to the customer
on delivery of the goods. The Group considers whether there are other promises in the contract that are separate
performance obligations to which a portion of the transaction price needs to be allocated (e.g. warranties). In
determining the transaction price for the sale of goods, the Group considers the effects of variable consideration, the
existence of significant financing components, non-cash consideration, and consideration payable to the customer (if
any).
Sale of goods includes sale of furniture, household appliances, automotive spares and accessories, electronics and fast-
moving consumer products such as perishable and non-perishable food and beverages.
Sales-related warranties associated with furniture, electronics and automotive spares cannot be purchased separately
and they serve as an assurance that the products sold comply with agreed-upon specifications. Accordingly, the Group
accounts for warranties in accordance with IAS 37 Provisions, Contingent Liabilities and Contingent Assets.
Rights of return
Certain contracts provide a customer with a right to return the goods within a specified period for reasons such as
damaged or near expiry products delivered. The Group uses the expected value method to estimate the goods that
will not be returned because this method best predicts the amount of variable consideration to which the Group will
be entitled. For goods that are expected to be returned, the Group recognises a contract liability processed against
revenue.
Volume rebates
The Group (particularly in the distribution business) provides retrospective volume rebates to certain customers once
the quantity of products purchased during the period exceeds a threshold specified in the contract. Rebates are offset
against amounts payable by the customer and are accounted by netting-off against the related revenue.
Interest income
Revenue is recognised as interest accrues using the effective interest method (that is the rate that exactly discounts estimated
future cash receipts through the expected life of the financial instrument to the net carrying amount of the financial asset).
Dividends
Revenue is recognised when the Group’s right to receive the payment is established, which is when the respective
investee company shareholders have approved the dividends.
Employee benefits
Short-term benefits
The cost of all short-term employee benefits, such as salaries, employee entitlements to leave pay, bonuses, medical aid
and other contributions are recognised during the period in which the employee renders the related service. The Group
recognises the expected cost of bonuses only when the Group has a present legal or constructive obligation to make such
payment and a reliable estimate can be made.
All eligible employees contribute to the National Social Security Authority (Zimbabwe) defined contribution pension
scheme, or the equivalent in foreign subsidiaries. The cost of retirement benefits applicable to the National Social
Security Authority, which commenced operations on 1 October 1994, is determined by the systematic recognition of
legislated contributions.
The fair value is determined using the binomial option pricing model. The value transferred to the share option reserve
is amortised to equity as the related share options are exercised or forfeited.
Leases
The Group assesses at contract inception whether a contract is or contains a lease. That is, if the contract conveys
substantive rights to control the use of an identified asset for a period of time in exchange for consideration.
The Group as a lessee applies a single recognition and measurement approach for all leases except for short term and low
value leases where the Group has elected to make use of the recognition exemptions provided for in IFRS 16. For other leases
which do not meet the exemption criteria, the Group recognises lease liabilities together with the corresponding right of use
assets which represents the right to use underlying assets.
Leases (continued)
Lease liabilities
At lease commencement date, the Group recognises lease liabilities measured at the present value of contractual lease
payments paid over the lease term. The lease payments include in substance fixed payments less any lease incentives
receivable, variable lease payments that depend on an index or a rate and amounts payable under a residual value
guarantee. Variable lease payments that do not depend on an index or rate are recognised as expenses in the period in
which the event or condition that triggers the payment occurs.
The Group makes use of the incremental borrowing rate to discount future lease payments at lease commencement
date as implicit interest rate is not readily determinable. The Group’s borrowing rate which was used is 41% for local
leases and 18% for regional leases. After the commencement date, the lease liability amount is increased to reflect
cumulation of interest and abated for lease payments made. In addition, the carrying amount of lease liability is
remeasured if there is a modification i.e. a change in contractual lease term, a change in lease payments or a change in
the option to purchase the underlying asset.
These are recognised in other comprehensive income until the disposal of the net investment, at which time they are
recognised in profit or loss. The tax charges and credits attributable to exchange differences on those borrowings are
also recognised in other comprehensive income. Non-monetary items that are measured in terms of the historical cost
basis in a foreign currency are translated using the exchange rates ruling at the dates of the initial transactions. Non-
monetary items measured at fair value in a foreign currency are translated using the exchange rates as at the dates
when the fair value was determined. The gain or loss arising on retranslation of non-monetary items is treated in line
with the recognition of gain or loss on change in fair value of the item.
Foreign operations
Assets and liabilities of subsidiary companies denominated in foreign currencies are translated into Zimbabwe Dollars
at rates of exchange ruling at reporting date and their statements of profit or loss and other comprehensive income
results are translated at the average rate of exchange for the period. The average rate of exchange is calculated by
dividing the summation of the opening rate to the closing rate by two. Where there are drastic movements between the
opening and closing rates of exchange, the statement of profit or loss and comprehensive income results is translated
on a month on-month basis using the average rate of exchange for each month. Differences on exchange arising
from translation of assets and liabilities at the rate of exchange ruling at reporting date and translation of statement of
comprehensive income items at average rates, are recognised in other comprehensive income. Upon divestment from
a foreign operation, translation differences related to that entity are taken to profit or loss.
When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification
and designation in accordance with the contractual terms, economic circumstances and pertinent conditions as at the
acquisition date. This includes the separation of embedded derivatives in host contracts by the acquiree. If the business
combination is achieved in stages, the acquisition date fair value of the Group’s previously held equity interest in the
acquiree is re-measured to fair value as at the acquisition date through profit or loss.
Contingent consideration is classified either as equity or a financial liability. Amounts classified as a financial liability are
subsequently remeasured to fair value, with changes in fair value recognised in profit or loss.
Goodwill is initially measured at cost, being the excess of the consideration transferred over the Group’s net identifiable assets
acquired and liabilities assumed, and the amount recognised for non-controlling interest. If this consideration is lower than
the fair value of the net assets of the subsidiary acquired, the difference is recognised in profit or loss as bargain purchase gain.
After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment
testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group’s cash
generating units that are expected to benefit from the combination, irrespective of whether other assets or liabilities of the
acquiree are assigned to those units.
Where goodwill forms part of a cash-generating unit and part of the operation within that unit is disposed of, the goodwill
associated with the operation disposed of is included in the carrying amount of the operation when determining the gain or
loss on disposal of the operation. Goodwill disposed of in this circumstance is measured based on the relative values of the
operation disposed of and the portion of the cash-generating unit retained.
A business combination involving entities under common control is a business combination in which all the combining
entities or businesses are ultimately controlled by the same party or parties both before and after the business combination,
and that control is not transitory. Such acquisition does not meet the definition of a business combination in accordance with
IFRS 3 ‘Business Combinations’. The Group’s policy is to treat such an acquisition as a group restructuring, using the common
control method, as follows:
• The assets, liabilities and reserves of the acquired entity/entities are reflected at their carrying amounts. No adjustments
are made to reflect fair values, or recognise any new assets or liabilities, that would otherwise be required by IFRS 3.
• No new goodwill is recognised as a result of the restructuring. The only goodwill recognised is the existing goodwill
in the business as reflected in the consolidated financial statements of the selling entity; and
• The statement of profit or loss and comprehensive income reflects the results of the Group from the effective date
of such transaction.
Land, plant and equipment, furniture and fittings are are recognised at fair value based on periodic, but at least five years,
valuations by external independent valuers, less subsequent depreciation for buildings. A revaluation surplus is credited to
other reserves in shareholders’ equity.
When significant parts of plant and equipment are requiring replacement in intervals, the Group recognises such parts as
individual assets with specific useful lives and depreciation, respectively. Likewise, when a major inspection is performed, its
cost is recognised in the carrying amount of the plant and equipment as a replacement if the recognition criteria are satisfied.
All other repair and maintenance costs are recognised in profit or loss as incurred. The present value of the expected cost for
the decommissioning of the asset after its use is included in the cost of the respective asset if the recognition criteria for a
provision are met.
• Freehold property - 2%
• Leasehold improvements - the lesser of period of lease or 10 years
• Fittings and equipment - 10% - 25%
• Vehicles - 12.5% - 25%
The carrying values of plant and equipment are reviewed for impairment annually, or earlier where indications are that the
carrying value may be irrecoverable. When the carrying amount exceeds the estimated recoverable amount, assets are
written down to the recoverable amount.
An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected
from its use or disposal. Any gain or loss arising on de-recognition of the asset (calculated as the difference between the net
disposal proceeds and the carrying value of the asset) is included in profit or loss in the year the asset is derecognised.
The residual values, useful lives and depreciation methods of property, plant and equipment are reviewed by the Group, and
prospectively adjusted if necessary, on an annual basis. Depreciation is not charged when the carrying amount of an item of
property, plant and equipment becomes equal or less than the residual value.
Intangible assets
(i) Goodwill
Goodwill is measured as described in the note above on business combinations
(ii) Software
Costs associated with maintaining software programmes are recognised as an expense as incurred.
Development costs that are directly attributable to the design and testing of identifiable and unique
software products controlled by the Group are recognised as intangible assets where the following
criteria are met:
• it is technically feasible to complete the software so that it will be available for use
• management intends to complete the software and use or sell it
• there is an ability to use or sell the software
• it can be demonstrated how the software will generate probable future economic benefits
• adequate technical, financial and other resources to complete the development and to use or sell the
software are available, and
• the expenditure attributable to the software during its development can be reliably measured.
Directly attributable costs that are capitalised as part of the software include employee costs and an appropriate
portion of relevant overheads.
Capitalised development costs are recorded as intangible assets and amortised from the point at which the
asset is ready for use.
The Group assesses at each reporting date, or earlier where indications that impairment exists, whether an
asset may be impaired. This entails estimating the asset’s recoverable amount, which is the higher of the asset’s
fair value less costs of disposal and value in use. Where the asset’s carrying amount exceeds its recoverable
amount, the asset is considered impaired and its carrying amount is written down to its recoverable amount. In
assessing the value in use, the estimated future cash flows are discounted to their present value using a pre-tax
discount rate that reflects current market assessments of time value of money and the risks specific to the asset.
Impairment losses are recognised in profit or loss in those expense categories consistent with the function of
the impaired asset.
For non-financial assets including goodwill, an assessment is made at each reporting date as to whether
previously recognised impairment losses may no longer exist or have decreased. If such indication exists, the
recoverable amount is estimated in order to reverse the previously recognised impairment losses. A previously
recognised impairment loss is reversed only to the extent that there has been a change in the estimates used
in determining the asset’s recoverable amount since the last impairment loss was recognised. If that is the case
the asset’s carrying amount is increased to its recoverable amount. However, the increased carrying value of the
asset is limited to the carrying value determinable, net of depreciation, had the impairment not occurred. Such
reversal is taken to profit or loss.
After the reversal, the depreciation charge is adjusted in future periods to allocate the revised carrying amount,
less any residual value, on a systematic basis over the remaining useful life.
The results and assets and liabilities of associates or joint ventures are incorporated in these consolidated financial
statements using the equity method of accounting, except when the investment or a portion thereof, is classified as
held for sale, in which case it is accounted in accordance with IFRS 5, ‘Non-current Assets held for Sale and Discontinued
Operations’.
Under the equity method, an investment in an associate or a joint venture are initially carried in the statement of
financial position at cost. Subsequently, the investments in associates or joint ventures are carried at cost plus post-
acquisition changes in the Group’s share of the reserves of the associate or joint venture, less dividends received from
the associate or joint venture. Goodwill relating to an associate or joint venture is included in the carrying amount of
the investment.
The statement of profit or loss and other comprehensive income reflects the share of the results of operations of the
associates or joint ventures attributable to the Group.
Where there have been changes recognised directly in the equity of the associate or joint venture, the Group recognises
its share of any changes and discloses this, when applicable, in the statement of changes in equity. Unrealised gains or
losses resulting from transactions between the Group and associates or joint ventures are eliminated to the extent of
the interest in the associate.
The financial statements of an associate or joint venture are prepared for the same reporting period as the parent
company. Where necessary, adjustments are made to bring the accounting policies in line with those of the Group. After
application of the equity method, the Group determines whether it is necessary to recognise an additional impairment
loss on the Group’s investment in its associate or investment in joint venture. The Group determines at each reporting
date whether there is any objective evidence that the investment in the associate or joint venture is impaired. If this
is the case the Group calculates the amount of impairment as the difference between the recoverable amount of the
associate or joint venture and it’s carrying value and recognises the amount in profit or loss.
Upon loss of significant influence over the associate, the Group measures and recognises any retained investment at its
fair value. Any difference between the carrying amount of the associate upon loss of significant influence, and the fair
value of the retained investment and proceeds from disposal is recognised in profit or loss.
The Group continues to use the equity method when an investment in associate becomes an investment in joint
venture or when an investment in joint venture becomes an investment in associate. There is no remeasurement to fair
value upon such changes in ownership interests.
When the Group reduces its ownership interest in an associate or joint venture, but the Group continues to use the
equity method, the Group reclassifies to profit or loss the portion of the gain or loss that had previously been recognised
on other comprehensive income relating to that reduction in ownership interest if that gain or loss would be reclassified
to profit or loss on disposal of the related assets and liabilities.
Investments in subsidiaries are initially carried in the statement of financial position at cost. Where an indication of
impairment exists, the recoverable amount of investment is assessed. Where the carrying amount of the investment
is greater than the estimated recoverable amount, it is written down immediately to its recoverable amount and the
difference is charged to profit or loss. On disposal of an investment, the difference between the net disposal proceeds
and the carrying amount is credited or charged to profit or loss.
Financial instruments
Financial assets and financial liabilities are recognised in the Group’s statement of financial position when the Group
becomes a party to the contractual provisions of the instrument.
Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable
to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at
fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities,
as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or
financial liabilities at fair value through profit or loss are recognised immediately in profit or loss.
Financial assets
All regular way purchases or sales of financial assets are recognised and derecognised on a trade date basis. Regular
way purchases or sales are purchases or sales of financial assets that require delivery of assets within the time frame
established by regulation or convention in the marketplace.
All recognised financial assets are measured subsequently in their entirety at either amortised cost or fair value,
depending on the classification of the financial assets.
• the financial asset is held within a business model whose objective is to hold financial assets to collect
contractual cash flows; and
• the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of
principal and interest on the principal amount outstanding.
Debt instruments that meet the following conditions are measured subsequently at fair value through other
comprehensive income (FVTOCI):
• the financial asset is held within a business model whose objective is achieved by both collecting contractual
cash flows and selling the financial assets; and
• the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of
principal and interest on the principal amount outstanding.
By default, all other financial assets are measured subsequently at fair value through profit or loss (FVTPL). Despite the
foregoing, the Group may make the following irrevocable election/designation at initial recognition of a financial asset:
• the Group may irrevocably elect to present subsequent changes in fair value of an equity investment in other
comprehensive income if certain criteria are met (see (iii) below); and
• the Group may irrevocably designate a debt instrument that meets the amortised cost or FVTOCI criteria as
measured at FVTPL if doing so eliminates or significantly reduces an accounting mismatch.
The effective interest rate method is a method of calculating the amortised cost of a debt instrument and of
allocating interest income over the relevant period.
For financial assets other than purchased or originated credit-impaired financial assets (i.e. assets that are credit-
impaired on initial recognition), the effective interest rate is the rate that exactly discounts estimated future cash
receipts (including all fees and points paid or received that form an integral part of the effective interest rate,
transaction costs and other premiums or discounts) excluding expected credit losses, through the expected
life of the debt instrument, or, where appropriate, a shorter period, to the gross carrying amount of the debt
instrument on initial recognition.
For purchased or originated credit-impaired financial assets, a credit-adjusted effective interest rate is calculated
by discounting the estimated future cash flows, including expected credit losses, to the amortised cost of the
debt instrument on initial recognition.
The amortised cost of a financial asset is the amount at which the financial asset is measured at initial recognition
minus the principal repayments, plus the cumulative amortisation using the effective interest rate method of
any difference between that initial amount and the maturity amount, adjusted for any loss allowance. The
gross carrying amount of a financial asset is the amortised cost of a financial asset before adjusting for any loss
allowance. Interest income is recognised using the effective interest method for debt instruments measured
subsequently at amortised cost and at FVTOCI.
For financial assets other than purchased or originated credit-impaired financial assets, interest income is
calculated by applying the effective interest rate to the gross carrying amount of a financial asset, except for
financial assets that have subsequently become credit-impaired (see below). For financial assets that have
subsequently become credit-impaired, interest income is recognised by applying the effective interest rate to
the amortised cost of the financial asset.
If, in subsequent reporting periods, the credit risk on the credit-impaired financial instrument improves so that
the financial asset is no longer credit-impaired, interest income is recognised by applying the effective interest
rate to the gross carrying amount of the financial asset.
For purchased or originated credit-impaired financial assets, the Group recognises interest income by applying
the credit-adjusted effective interest rate to the amortised cost of the financial asset from initial recognition.
The calculation does not revert to the gross basis even if the credit risk of the financial asset subsequently
improves so that the financial asset is no longer credit-impaired. Interest income is recognised in profit or loss.
The Group classifies trade receivables and other receivables as financial assets at amortised costs, refer to note
22 for detailed disclosure.
On initial recognition, the Group may make an irrevocable election (on an instrument-by-instrument basis)
to designate investments in equity instruments as at FVTOCI. Designation at FVTOCI is not permitted if the
equity investment is held for trading or if it is contingent consideration recognised by an acquirer in a business
combination.
• it has been acquired principally for the purpose of selling it in the near term; or
• on initial recognition it is part of a portfolio of identified financial instruments that the Group manages
together and has evidence of a recent actual pattern of short-term profit-taking; or
• it is a derivative, except for a derivative that is a financial guarantee contract or a designated and effective
hedging instrument.
Investments in equity instruments at FVTOCI are initially measured at fair value plus transaction costs.
Subsequently, they are measured at fair value with gains or losses arising from changes in fair value recognised
in other comprehensive income and accumulated in the investments revaluation reserve. The cumulative gain
or loss is not reclassified to profit or loss on disposal of the equity investments, instead, it is transferred to
retained earnings.
Dividends on these investments in equity instruments are recognised in profit or loss in accordance with IFRS 9
unless the dividends clearly represent a recovery of part of the cost of the investment.
Dividends are included in the ‘financial income’ line item disclosed under note 11 in profit or loss.
Financial assets that do not meet the criteria for being measured at amortised cost or FVTOCI are measured at
FVTPL. Specifically:
• Investments in equity instruments are classified as at FVTPL, unless the Group designates an equity
investment that is neither held for trading nor a contingent consideration arising from a business
combination as at FVTOCI on initial recognition.
• Debt instruments that do not meet the amortised cost criteria or the FVTOCI criteria are classified as at FVTPL. In
addition, debt instruments that meet either the amortised cost criteria or the FVTOCI criteria may be designated
as at FVTPL upon initial recognition if such designation eliminates or significantly reduces a measurement or
recognition inconsistency (so called ‘accounting mismatch’) that would arise from measuring assets or liabilities
or recognising the gains and losses on them on different bases. The Group has designated the derivative
financial asset (note 20) as a debt instrument at FVTPL.
• Financial assets at FVTPL are measured at fair value at the end of each reporting period, with any fair
value gains or losses recognised in profit or loss to the extent they are not part of a designated hedging
relationship. The net gain or loss recognised in profit or loss includes any dividend or interest earned on
the financial asset and is included in the ‘financial income or loss’ line item disclosed under note 11 and “fair
value adjustments on listed equities” line disclosed under note 20.
The carrying amount of financial assets that are denominated in a foreign currency is determined in that foreign
currency and translated at the spot rate at the end of each reporting period. Specifically.
• for financial assets measured at amortised cost that are not part of a designated hedging relationship, exchange
differences are recognised in profit or loss in the ‘financial income or loss’ line item disclosed under note 11; and
• for financial assets measured at FVTPL that are not part of a designated hedging relationship, exchange differences
are recognised in profit or loss in the ‘financial income or loss’ line item disclosed under note 11.
The Group always recognises Expected Credit Losses (“ECL”) for trade receivables, contract assets and lease receivables. The
expected credit losses on these financial assets are estimated using a provision matrix based on the Group’s historical credit
loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of
both the current as well as the forecast direction of conditions at the reporting date, including time value of money where
appropriate.
For all other financial instruments, the Group recognises ECL when there has been a significant increase in credit risk since
initial recognition. In contrast, 12 months ECL represents the portion of lifetime ECL that is expected to result from default
events on a financial instrument that are possible within 12 months after the reporting date.
ECL represents the expected credit losses that will result from all possible default events over the expected life of a
financial instrument.
The Group considers the following as constituting an event of default for internal credit risk management
purposes as historical experience indicates that financial assets that meet either of the following criteria are
generally not recoverable:
Irrespective of the above analysis, the Group considers that default has occurred when a financial asset is more
than 120 days past due unless the Group has reasonable and supportable information to demonstrate that a
more default criterion is more appropriate.
A financial asset is credit-impaired when one or more events that have a detrimental impact on the estimated
future cash flows of that financial asset have occurred. Evidence that a financial asset is credit-impaired includes
observable data about the following events:
The Group writes off a financial asset when there is information indicating that the debtor is in severe financial
difficulty and there is no realistic prospect of recovery, e.g., when the debtor has been placed under liquidation
or has entered into bankruptcy proceedings, or in the case of trade receivables, when the amounts are over
two years past due, whichever occurs sooner. Financial assets written off may still be subject to enforcement
activities under the Group’s recovery procedures, taking into account legal advice where appropriate. Any
recoveries made are recognised in profit or loss.
The Group derecognises a financial asset only when the contractual rights to the cash flows from the asset expire, or
when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity.
If the Group neither transfers nor retains substantially all the risks and rewards of ownership and continues to control
the transferred asset, the Group recognises its retained interest in the asset and an associated liability for amounts it
may have to pay.
If the Group retains substantially all the risks and rewards of ownership of a transferred financial asset, the Group
continues to recognise the financial asset and also recognises a collateralised borrowing for the proceeds received.
On derecognition of a financial asset measured at amortised cost, the difference between the asset’s carrying amount
and the sum of the consideration received and receivable is recognised in profit or loss.
Financial liabilities
Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its
liabilities. Equity instruments issued by the Group are recognised when the proceeds are received, net of direct issue costs.
Repurchase of the Company’s own equity instruments is recognised and deducted directly in equity. No gain or loss is
recognised in profit or loss on the purchase, sale, issue or cancellation of the Company’s own equity instruments.
All financial liabilities are measured subsequently at amortised cost using the effective interest method or at FVTPL.
However, financial liabilities that arise when a transfer of a financial asset does not qualify for derecognition or when
the continuing involvement approach applies, and financial guarantee contracts issued by the Group, are measured in
accordance with the specific accounting policies set out below.
Financial liabilities are classified as at FVTPL when the financial liability is (i) contingent consideration of an acquirer in a
business combination, (ii) held for trading or (iii) it is designated as at FVTPL.
• it has been acquired principally for the purpose of repurchasing it in the near term; or
• on initial recognition it is part of a portfolio of identified financial instruments that the Group manages together
and has a recent actual pattern of short-term profit-taking; or
• it is a derivative, except for a derivative that is a financial guarantee contract or a designated and effective hedging
instrument.
A financial liability other than a financial liability held for trading or contingent consideration of an acquirer in a business
combination may be designated as at FVTPL upon initial recognition if:
• such designation eliminates or significantly reduces a measurement or recognition inconsistency that would
otherwise arise; or the financial liability forms part of a group of financial assets or financial liabilities or both, which
is managed and its performance is evaluated on a fair value basis, in accordance with the Group’s documented risk
management or investment strategy, and information about the grouping is provided internally on that basis; or
• it forms part of a contract containing one or more embedded derivatives, and IFRS 9 permits the entire combined
contract to be designated as at FVTPL.
Financial liabilities at FVTPL are measured at fair value, with any gains or losses arising on changes in fair value recognised
in profit or loss to the extent that they are not part of a designated hedging relationship. The net gain or loss recognised
in profit or loss incorporates any interest paid on the financial liability and is included in the ‘interest paid’ line item (note
12) in profit or loss.
However, for financial liabilities that are designated as at FVTPL, the amount of change in the fair value of the financial
liability that is attributable to changes in the credit risk of that liability is recognised in other comprehensive income,
unless the recognition of the effects of changes in the liability’s credit risk in other comprehensive income would create
or enlarge an accounting mismatch in profit or loss.
The remaining amount of change in the fair value of liability is recognised in profit or loss. Changes in fair value attributable to
a financial liability’s credit risk that are recognised in other comprehensive income are not subsequently reclassified to profit
or loss; instead, they are transferred to retained earnings upon derecognition of the financial liability.
Gains or losses on financial guarantee contracts issued by the Group that are designated by the Group as at FVTPL are
recognised in profit or loss.
Financial liabilities that are not (i) contingent consideration of an acquirer in a business combination, (ii) held-for-trading, or (iii)
designated as at FVTPL, are measured subsequently at amortised cost using the effective interest method.
The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating
interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future
cash payments (including all fees and points paid or received that form an integral part of the effective interest rate,
transaction costs and other premiums or discounts) through the expected life of the financial liability, or (where
appropriate) a shorter period, to the amortised cost of a financial liability.
A financial guarantee contract is a contract that requires the issuer to make specified payments to reimburse the holder
for a loss it incurs because a specified debtor fails to make payments when due in accordance with the terms of a debt
instrument.
Financial guarantee contract liabilities are measured initially at their fair values and, if not designated as at FVTPL and do
not arise from a transfer of an asset, are measured subsequently at the higher of:
• the amount of the loss allowance determined in accordance with IFRS 9 (see financial assets above); and
• the amount recognised initially less, where appropriate, cumulative amortisation recognised in accordance with
the revenue recognition policies set out above.
For financial liabilities that are denominated in a foreign currency and are measured at amortised cost at the end of
each reporting period, the foreign exchange gains and losses are determined based on the amortised cost of the
instruments. These foreign exchange gains and losses are recognised in the ‘financial income’ line item in profit or loss
(note 11) for financial liabilities that are not part of a designated hedging relationship.
The fair value of financial liabilities denominated in a foreign currency is determined in that foreign currency and
translated at the spot rate at the end of the reporting period. For financial liabilities that are measured as at FVTPL, the
foreign exchange component forms part of the fair value gains or losses and is recognised in profit or loss for financial
liabilities that are not part of a designated hedging relationship.
The Group derecognises financial liabilities when, and only when, the Group’s obligations are discharged, cancelled or
have expired. The difference between the carrying amount of the financial liability derecognised and the consideration
paid and payable is recognised in profit or loss.
For the purpose of presentation in the statement of cash flows, cash and cash equivalents includes cash on hand, deposits
held on call with financial institutions, other short-term and highly liquid investments with original maturities of three
months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of
changes in value. Bank overdrafts are shown within borrowings in current liabilities in the statement of financial position.
Inventories
Inventories are stated at the lower of cost and estimated net realisable value. In general, cost is established on a
weighted average basis. Cost of inventories comprise all costs of purchase and other costs incurred in bringing the
inventories to their present location and condition. Net realisable value is the estimated selling price in the ordinary
course of business, less estimated costs of completion and the estimated costs necessary to make the sale.
Borrowings
Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured
at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is
recognised in profit or loss over the period of the borrowings using the effective interest rate method. Fees paid on the
establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some
or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs. To the extent there is
no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a prepayment
for financial services and amortised over the period of the facility to which it relates.
Borrowings are removed from the balance sheet when the obligation specified in the contract is discharged, cancelled or
expired. The difference between the carrying amount of a financial liability that has been extinguished or transferred to
another party and the consideration paid, including any noncash assets transferred or liabilities assumed, is recognised
in profit or loss as other income or finance costs.
Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the
liability for at least 12 months after the reporting period.
Borrowing costs
General and specific borrowing costs that are directly attributable to the acquisition, construction or production of
a qualifying asset are capitalised during the period of time that is required to complete and prepare the asset for its
intended use or sale. Qualifying assets are assets that necessarily take a substantial period of time to get ready for their
intended use or sale. Investment income earned on the temporary investment of specific borrowings, pending their
expenditure on qualifying assets, is deducted from the borrowing costs eligible for capitalisation. Other borrowing costs
are expensed in the period in which they are incurred.
Provisions
Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events, and
when it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation,
and a reliable estimate of the amount of the obligation can be made. Where the Group expects some or all of the
provision to be reimbursed, for example under an insurance contract, the reimbursement is recognised as a separate
asset but only when the reimbursement is virtually certain.
The expense relating to any provision is presented in profit or loss net of any certain reimbursements. If the effect of the
time value of money is material, provisions are discounted using a pre-tax discount rate that reflects, where appropriate,
the risks specific to those provisions. Where discounting is used, the increase in the provision due to passage of time is
recognised in profit or loss as a borrowing cost.
Contingent liabilities
Contingent liabilities, which include certain financial guarantees, litigation and other letters of credit pledged as collateral
security, are possible obligations that arise from past events whose existence will be confirmed only by the occurrence
or non-occurrence of one or more uncertain future events not wholly within the Group’s control. Contingent liabilities
are not recognised in the financial statements but are disclosed in the notes to the financial statements.
Taxes
Current income tax relating to items recognised directly in equity or other comprehensive income is recognised in
equity or in other comprehensive income and not in profit or loss.
Deferred income tax liabilities are recognised for all taxable temporary differences, except:
• where the deferred income tax liability arises from the initial recognition of goodwill or of an asset or liability in a
transaction that is not a business combination and, at the time of the transaction, affects neither the accounting
profit nor taxable profit or loss; and
• in respect of taxable temporary differences associated with investments in subsidiaries and associates where
the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary
differences will not reverse in the foreseeable future.
Deferred income tax assets are recognised for all deductible temporary differences, carry forward of unused tax credits
and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible
temporary differences, and the carry forward of unused tax credit and unused tax losses can be utilised except:
• where the deferred income tax asset relating to the deductible temporary difference arises from the initial
recognition of an asset or liability in a transaction that is not a business combination and, at the time of the
transaction, affects neither the accounting profit nor taxable profit or loss; and
• in respect of deductible temporary differences associated with investments in subsidiaries and associates, deferred
income tax assets are recognised only to the extent that it is probable that the temporary differences will reverse in
the foreseeable future and taxable profit will be available against which the temporary differences can be utilised.
The carrying amount of deferred income tax assets is reviewed at each reporting date and reduced to the extent that it
is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset
to be utilised. Unrecognised deferred income tax assets are reassessed at each reporting date and are recognised to the
extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.
Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when
the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively
enacted at the reporting date.
Deferred income tax relating to items recognised directly in equity or other comprehensive income is recognised in
equity or other comprehensive income and not in profit or loss. Deferred income tax assets and deferred income tax
liabilities are offset, if a legally enforceable right exists to set off current income tax assets against current income tax
liabilities and the deferred income taxes relate to the same taxable entity and the same tax authority.
The net amount of Value Added Tax recoverable from, or payable to, the tax authority is included as part of receivables
or payables in the statement of financial position.
Operating Segments
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating
decision-maker. The chief operating decision-maker is the Group’s Executive Directors.
Dividends
Provision is made for the amount of any dividend declared, being appropriately authorised and no longer at the
discretion of the entity, on or before the end of the reporting period but not distributed at the end of the reporting
period.
Rounding of amounts
All amounts disclosed in the financial statements and notes have been rounded off to the nearest thousand currency
units unless otherwise stated.
The following are the key assumptions concerning the future and other key sources of estimation uncertainty at
the reporting date that have a significant risk of causing material adjustments to the carrying amounts of assets and
liabilities within the next financial year:
(i) Useful lives and residual values of property, plant and equipment
The Group assesses useful lives and residual values of property, plant and equipment each year taking into
consideration past experience, technology changes and the local operating environment. The useful lives are set
out on property, plant and equipment policy above and no changes to those useful lives have been considered
necessary during the year. Residual values will be reassessed each year and adjustments for depreciation will be
done in future periods if there is indication of impairment in value.
The Group applied significant judgement in estimating the rate of exchange between the Zimbabwe
Dollar (ZWL) and United States Dollar (USD) from the time that the company established that there is lack of
exchangeability which is other than temporary, between the ZWL and the USD.
In determining the closing rate applied at year end, the Group considered the following inputs:
The indigenisation share options with an indegenous company had no dilutive effect at the end of the financial year.
The following reflects the income and share data used in the basic, headline and diluted earnings per share computations:
2023 2022
USD USD
6.4 Number of shares in issue
Number of ordinary shares in issue per basic and headline earnings per share 556 000 308 552 150 308
Effect of share options - 3 850 000
Weighted average number of ordinary shares in issue adjusted for the
effect of dilution 556 000 308 556 000 308
7 Dividends
The Board declared an interim dividend of USD 0.0018 (0.18 US cents) per share in respect of all ordinary shares of the
Company. The Board also declared an interim dividend of USD 50 000 to the Axia Employee Trust (Private) Limited.
2023 2022
USD USD
7.1 Dividends declared on ordinary shares
Final dividend declared relating to previous financial year 873 715 -
Interim dividend declared 1 000 580 1 528 613
Axia employee share owership trust (Class “A” ordinary share dividends) 92 856 75 417
Final dividend declared relating to previous financial year 42 856 -
Interim dividend declared 50 000 75 417
The Board has declared a final dividend of USD 0.0010 (0.10 US cents) per share in respect of all ordinary shares of the
Company. This brings the total dividend paid for the year to USD 0.0028 (0.28 US cents). The Board has also declared a final
dividend of USD 25 000 to the Axia Corporation Employee Trust (Private) Limited.
2023 2022
USD USD
7.2 Dividends declared by subsidiaries to non-controlling interests
2023 2022
Notes USD USD
8 Revenue
Sale of goods 200 954 131 201 130 966
Interest on instalment credit sales 2 795 834 3 050 162
203 749 965 204 181 128
Sale of goods includes sale of furniture, household appliances and electronics and fast-moving consumer products
such as perishable and non-perishable food and beverages.
The Group has disaggregated revenue by operating segments as this is the information regularly reviewed by the
Board, which is the Chief Operating Decision Maker (CODM) in order to evaluate the financial performance of the entity.
Refer to note 33 for more information.
2023 2022
USD USD
9 Other income
Sundry income and sales 817 935 186 632
Scrap and repairs 352 606 645 602
Commissions 342 366 288 836
Rebates 1 248 557 1 228 692
Merchandising 1 049 639 1 629 288
3 811 103 3 979 050
Included in sundry income is the sale of non-core business items such as sale of raw materials and scrap.
2023 2022
USD USD
10 Operating expenses
Staff costs 19 212 503 15 730 769
Audit fees and expenses 369 823 246 733
Cleaning 166 608 187 410
Network charges 212 142 221 831
Sales Commissions 906 412 1 051 894
Debtors Clearing 362 594 253 070
Rebates and warranty fees 104 298 175 418
Distribution costs 3 251 262 2 967 626
Repairs and maintenance 1 437 151 1 247 532
Electricity, water and rates 891 324 564 508
Delivery vehicle costs 279 570 227 708
Legal fees 77 107 75 890
Listing fees 111 547 104 706
Bank charges (including IMTT) 2 984 796 2 565 773
Security 618 351 550 192
Telephone and postage 173 651 130 982
Fuel 1 264 568 833 915
Printing & Stationery 396 156 282 310
Advertising and marketing 651 607 604 841
Directors fees 193 180 166 250
Operating lease charges 679 509 1 197 067
Consultancy fees 660 254 602 084
Insurance and licenses 874 139 687 178
Travellling and accomodation 449 237 487 840
Inventories written off and obsolescence charges 1 913 970 1 580 019
Bad debts written off and allowancefor credit losses 312 677 108 500
Other* 1 062 229 1 972 974
39 662 765 34 825 020
* Other operating expenses comprise of donations, computer expenses and financial reporting expenses etc.
10.2 Included in operating expenses are share based payment expenses and key management’s emoluments
comprising of:
2023 2022
USD USD
10.2.1 Short term employee benefits
Equity-settled share-based payments expense 24 - 33 492
Executive directors and key management remuneration* 4 403 661 4 032 270
4 403 661 4 065 762
* Key management are the Company’s executives and senior management of the Group’s subsidiary companies.
11 Financial loss
Net exchange losses ( 927 026) ( 747 652)
Profit on disposal of equipment 94 911 70 359
Dividends received from listed equity investments - 14 725
( 832 115) ( 662 568)
12 Interest expense
Bank overdrafts and interest-bearing borrowings 2 416 229 2 021 790
Lease liabilities 845 119 613 896
3 261 348 2 635 686
2023 2022
Notes USD USD
13 Tax expense
2023 2022
% %
13.2 Tax rate reconciliation
Statutory rate of taxation, inclusive of AIDS levy 24.72 24.72
Adjusted for:
Tax effect of equity accounted earnings (0.39) (0.91)
Regional rates 2.41 2.75
IMTT 6.60 3.84
Other non-taxable/non-deductible items* 11.40 8.70
Effective tax rate 44.73 39.10
*Other non-taxable and non-deductible items include, donations, fines and non-deductible legal expenses and fringe
benefits.
2023 2022
Notes USD USD
14.4 Cashflow arising from interest- bearing borrowings (disclosed in financing activities)
Short term financing 9 689 942 13 756 927 (11 235 405) - 558 797 109 080 12 879 341
2021 2022
USD USD
Short term financing 8 002 793 6 547 005 ( 4 209 202) 13 016 ( 663 670) - 9 689 942
15.1 Net cash flow arising on conversion of an Associate to a subsidiary (30 June 2022)
On 1 July 2021, Axia Corporation Limited through its subsidiary, TV Sales & Home increased its shareholding in Maton
Trading (Private) Limited (“Maton”) from 49% to 60% for a purchase consideration of USD 2 134 296.
Maton was previously owned 49% by TV Sales & Home and the other 51% by Tafetta Investments (Private) Limited.
This transaction resulted in the Group controlling the results of Maton Trading effective 1 July 2021.
2023 2022
USD USD
Net carrying amount at the beginning of the year 19 971 864 9 333 642
Cost 25 543 323 10 728 852
Accumulated depreciation and impairment losses ( 5 571 459) ( 1 395 210)
Net carrying amount at the end of the year 28 949 225 19 971 864
Cost 37 156 908 25 543 323
Accumulated depreciation and impairment losses ( 8 207 683) ( 5 571 459)
16.3 Security
16.6 Carrying amounts that would have been recognized if property, plant and dequipment were stated at cost
If the property, plant and equipment were stated on historical cost basis, the amounts would be as follows:
2023 2022
USD USD
Freehold property
Cost 13 158 599 8 575 890
Accumulated depreciation ( 387 140) ( 338 117)
Net book amount 12 771 459 8 237 773
Leasehold improvements
Cost 808 446 788 941
Accumulated depreciation ( 308 349) ( 184 963)
Net book amount 500 096 603 978
Motor vehicles
Cost 8 018 957 7 279 203
Accumulated depreciation ( 4 105 529) ( 2 555 490)
Net book amount 3 913 428 4 723 713
The best evidence of fair value is current prices in an active market for similar properties. Where such information
is not available the directors consider information from a variety of sources including :
• current prices in an active market for assets of a different nature or recent prices of similar assets in less
active markets, adjusted to reflect those differences
• cost of building or rent purchase costs for similar assets or lease improvements or shop fittings adjusted for wear
and tear
The main level 3 inputs used by the group are derived and evaluated as follows:
• Freehold buildings – marketability of the property, environmental factors, town planning, title and tenure
was estimated by Intergrated Properties or management based on comparable transactions and industry
data.
• Leasehold improvements/fittings – cost to completion and condition and are consistent with budgets developed
internally
• Motor vehicles – market comparison of similar vehicles and condition sold in the recent market activity
17 Leases
This note provides information for leases where the Group is a lessee.
Lease liabilities
Current 3 747 809 1 413 679
Non-current 9 086 201 1 452 780
12 834 010 2 866 459
Additions or remeasurements to the right of use assets during the year were USD13 085 675 (2022- USD1 382 259).
2023 2022
USD USD
Depreciation charge of right of use assets
Buildings 2 820 115 1 347 304
Expense relating to short term leases (included in operating expenses) 679 509 1 197 067
Total cash outflow for leases in 2023 was USD 3 180 017 (2022-USD 1 100 861).
2023 2022
USD USD
18.1 Reconciliation of movements in associates and joint ventures
18.2 The Group has the following investments in associates and joint ventures:
2023 2022
USD USD
Reconciliation of the investment in joint venture;
2023 2022
USD USD
2023 2022
USD USD
Non- Non-
Revenue Profit/ (loss) current Current current Current
after tax assets assets liabilities liabilities
USD USD USD USD USD USD
Cash
Interest Interest Taxation and cash
Depreciation income expense charge equivalents
USD USD USD USD USD
Reconciling items:
Other adjustments ( 4 409)
Carrying amount at the end of the year 1 849 953
2023 2022
Speciality Retail
TV Sales & Home (Private) Limited 66.67% 66.67%
Maton Trading (Private) Limited# 40.00% 40.00%
Moregrow Enterprises (Private) Limited 51.00% 51.00%
Geribran Services (Private) Limited t/a Transerv# 50.51% 50.51%
Freekstyle Investments (Private) Limited # 66.67% 66.67%
Taeuca Investments (Pvt) Ltd t/a Gain Hardware* - 50.00%
Legend Lounge (Private) Limited 66.67% 66.67%
Distribution
Corporate Services
Axia Operations (Private) Limited 100.00% 100.00%
Excalibur Mauritius Limited 100.00% 100.00%
Moregrow Mauritius Limited 50.00% 50.00%
Company Country of
incorporation
Excalibur Mauritius Limited Mauritius
MoregrowMauritius Limited Mauritius
Innscor Distribution Africa Limited Mauritius
Innscor Distribution (Malawi) Limited Malawi
Photo Marketing (Malawi) Limited Malawi
Innscor Distribution (Zambia) Limited Zambia
Comox Trading (Zambia) Limited Zambia
Mukwa Distribution (Zambia) Limited Zambia
2023 2022
USD USD
20 Financial Assets at fair value through profit or loss
Financial assets comprise of;
Listed equities 374 080 98 673
Derivative financial asset 131 702 274 848
Total 505 782 373 521
Reconciled as follows:
Axia Operations (Private) Limited, by way of guarantee, underwrote to Innscor Africa Limited (“IAL”) an amount of
USD 653 820 which represented the payment made by IAL to the Zimbabwe Revenue Authority for withholding tax
arising from the unbundling of its Speciality Retail and Distribution businesses through a dividend in specie of Axia
Corporation Limited shares in May 2016. In respect of this withholding tax IAL retained 12 886 241 Axia Corporation
Limited shares which were registered in its name. During the year ended 30 June 2018, IAL disposed of 7 000 000 shares
and Axia repaid the USD 653 820 underwritten to IAL.
The financial asset which emanates from this transaction is calculated at the fair value of the remaining Axia Corporation
Limited shares taking into account relevant transaction costs, less any dividends received by IAL on the shares. The
resultant uplift in the value of this financial asset is included in the statement of profit or loss and other comprehensive
income. At 30 June 2023, the financial asset was valued at USD 131 702 [2022: USD 274 848].
Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities.
Level 2: other techniques for which all inputs which have a significant effect on the recorded fair value are observable,
either directly or indirectly.
Level 3: techniques which use inputs which have a significant effect on the recorded fair value that are not based on
observable market data.
30 June 2022
Listed equities 98 673 - - 98 673
Derivative financial asset - 274 848 - 274 848
98 673 274 848 - 373 521
Valuation Significant
technique inputs
2023 2022
USD USD
21 Inventories
Consumable stores 110 975 288 483
Raw materials 1 354 539 2 510 571
Finished products 36 103 907 35 327 158
Goods in transit 2 681 466 4 789 861
Obsolescence provision ( 1 596 402) ( 1 756 976)
38 654 485 41 159 097
The total amount of inventory write-downs (provisions and write-offs)in respect of obsolescence expenses is
USD 1 913 970 (2022: USD 1 580 019).
*Movement in provision for obsolete inventory include inventory write-offs charged to statement of profit or loss
amounting to USD 1 913 970 (2022: USD 1 580 019). Refer to note 10.
2023 2022
USD USD
22 Trade and other receivables
Trade receivables 14 415 333 12 417 261
Instalment sales receivables 9 410 206 4 262 408
Prepayments 7 815 873 6 772 134
Rental deposits 35 852 19 723
VAT withholding tax receivable 675 274 265 934
Other receivables 167 660 358 097
32 520 198 24 095 556
Loss allowance ( 281 448) ( 260 112)
32 238 750 23 835 444
Included in other receivables are marketing claims from distribution principals, prepaid customs duties, other
investments and staff loans.
The Group holds trade receivable with the objective of collecting contractual cashflows and therefor measures them
subsequently at amortised costs using the effective interest method as described in note 5.
The following table shows the movement in Lifetime Expected Credit Losses (“ECL”) that has been recognised for trade
and other receivables in accordance with the simplified approach set out in IFRS 9:
Collectively Individually
assessed assesed Total
USD USD USD
Movement in provision for credit losses include actual write-offs and increase in provision amounting to USD 312 677
(2022:USD 108 500) which are disclosed in note 10.
Credit terms vary per business unit. Interest is charged on overdue accounts at varying rates depending on the business
and on the credit terms.If there is no independent rating, risk control assesses the credit quality of the customer, taking
into account its financial position, past experience and other factors.
The Group always measures the loss allowance for trade receivables at an amount equal to lifetime ECL. The expected
credit losses on trade receivables are estimated using a provision matrix by reference to past default experience of the
debtor and an analysis of the debtor’s current financial position, adjusted for factors that are specific to the debtors,
general economic conditions of the industry in which the debtors operate and an assessment of both the current as
well as the forecast direction of conditions at the reporting date . The Group has recognised a loss allowance of 100%
against all receivables over 120 days past due because historical experience has indicated that these receivables are
generally not recoverable.
There has been no change in the estimation techniques or significant assumptions made during the current reporting
period. No security or collaterial is held as credit is held when advancing credit facilities.
The Group writes off a trade receivable when there is information indicating that the debtor is in severe financial
difficulty and there is no realistic prospect of recovery, e.g. when the debtor has been placed under liquidation or has
entered into bankruptcy proceedings, or when the trade receivables are over two years past due, whichever occurs
earlier. None of the trade receivables that have been written off is subject to enforcement activities.
The following table details the risk profile of trade receivables (which are collectively assessed) based on the Group’s
provision matrix. As the Group’s historical credit loss experience does not show significantly different loss patterns for
different customer segments, the provision for loss allowance based on past due status is not further distinguished
between the Group’s different customer base.
Expected credit loss rate 0.1% - 2.1% 0.1% - 4.2% 0.1% - 8.5% 0.1% - 8.5% 0.1% - 8.5% 100%
23 981 844
Expected credit loss rate 0.1% - 2.1% 0.1% - 4.2% 0.1% - 8.5% 0.1% - 8.5% 0.1% - 8.5% 100%
16 777 654
The estimated credit loss rates were adjusted for forward looking information such as the impacts of:
- Inflation
- Increase in interests rates
- increase in customer default risk due to liquidity challenges
- customer credit record and credit proofing
Note 36 on credit risk of trade receivables explains how the Group manages and measures credit quality of trade
receivables that are neither past due nor impaired.
2023 2022
Net impairment losses on trade and other receivable recognised in profit or loss USD USD
During the year, the following gains/(losses) were recognised in profit or loss in relation to
impaired financial assets:
Impairment loss - -
Movement in loss allowance for trade receivables 329 241 56 231
Due to the short term nature of the current receivables and other receivables, their carrying amount is considered to
be the same as their fair value.
23.1 Authorised
999 999 000 ordinary shares of US$ 0.0001 each
1 000 Non-Voting Class “A” ordinary shares of US$ 0.0001 each*
*Class “A” shares are non-voting ordinary shares that will be allocated to the Axia Corporation Employee Share Trust.
2023 2022
Opening balance 556 000 308 552 150 308
Issue of shares through exercising of share options - 3 850 000
Closing balance 556 000 308 556 000 308
2023 2022
Z. Koudounaris 114 612 912 114 612 912
T.C. Mazingi 861 802 861 802
T.N. Sibanda 1 104 900 980 000
R.M. Rambanapasi 114 985 114 985
L. E. M. Ngwerume 45 406 400 000
J. Koumides - 3 768 983
116 740 005 120 738 682
1) The first option agreement is with an indigenous company, Benvenue Investments (Private) Limited (“Benvenue”).
The terms of the Benvenue Share Option are as follows:
Pricing: The higher of - 75% of the volume weighted average price of Axia
Corporation Limited shares over the previous 60 trading days,
or for the first five years (until January 2019), US$ 0.19 per
share and, for the second five years, US$ 0.28 per share.
2) The second option is with the Axia Corporation Limited Employee Share Trust. The terms of the Axia Corporation
Limited Employee Share Trust Option are as follows:
At the end of the financial year, this share option scheme had a remaining contractual life of half year and no shares
had been issued to the Axia Corporation Limited Employee Share Trust. The share options arising from the Group’s
indigenisation transaction were not dilutive at the end of the financial year.
Vesting period Can be exercised after 3 years and before the end of 5 years
Exercise price The higher of 45-day volume weighted average price of Axia Corporation
Limited shares immediately preceding the offer date, or the nominal value
of the shares
Expiry period 2 years from the date on which each option may first be exercised
Under the scheme, up to 1% of the issued share capital of the company (5 415 934 shares) are availed to Directors and
Key Management of the Group annually over a 10 year period. Options are conditional on the employee completing
three years of service (vesting period). The shares are awarded, subject to achievement of a Headline Earnings growth
performance condition outlined in the approved scheme document. The Group has no legal or constructive obligation
to repurchase or settle the options in cash.
The following reconciles share options at the beginning and at the end of the year:
Number of Number of
options options
2023 2022
All remaining share options were exercised hence there is no need for any valuation.
The share-based payments reserve is used to recognise the value of equity-settled share-based payments provided to
employees, including key management personnel, as part of their remuneration.
2023 2022
USD USD
25 Non-distributable reserves
Consists of foreign currency translation reserve.
Foreign
currency
Revaluation translation
reserve reserve Total
Exchange differences arising on translation of foreign subsidiaries ( 469 963) ( 469 963)
Exchange differences arising on translation of foreign subsidiaries - ( 437 782) ( 437 782)
26 Distributable reserves
2023 2022
USD USD
Retained in:
Holding company ( 757 397) ( 620 799)
Subsidiary companies 33 721 466 31 359 740
Associate companies and joint ventures 178 160 610 513
33 142 229 31 349 454
Profit allocated to non-controlling interests ( 762 944) 97 085 1 400 911 698 969
Accumulated non-controlling interests in
subsidiaries 7 834 523 8 934 439 4 536 733 2 426 162
Profit allocated to non-controlling interests 2 346 267 3 046 027 292 353 605 599
Accumulated non-controlling interests in
subsidiaries 12 608 147 11 096 522 3 399 322 3 152 913
Dividends paid to non-controlling interests have been disclosed under note 7.2
The above summarised financial information of these subsidiaries is based on amounts before inter-company
eliminations.
2023 2022
USD USD
28.1 Reconciliation
Opening balance ( 272 352) ( 339 120)
Charge to profit or loss (note 13.1) 1 063 598 70 354
Deferred tax on revaluation surplus 1 476 357 -
Exchange differences arising on transation of foreign subsidiaries ( 74 536) ( 70 431)
Conversion of associate or joint venture to subsidiary (note 15.1) - 1 391
Closing balance 2 193 067 ( 272 352)
The Group recognises deferred tax assets arising from tax losses where there is a reasonable expectation that sufficient
taxable profit will be available in future through various initiatives by the Directors to utilise these losses. All assessed
losses realised during the year were from the distribution business.
2023 2022
Interest rates USD USD
29 Interest-bearing borrowings
Short-term financing
Secured
Regional Operations 14% up to 365 days 2 847 165 2 700 743
Unsecured
Regional Operations 12% to 22% up to 365 days 2 032 495 1 334 716
Unsecured
Zimbabwe Operations 12% up to 365 days 6 848 475 3 693 888
As at 30 June 2023, the Board of Directors had authorised aggregate borrowing limits of USD 13 686 million (2022 - USD
23 662 million) USD denominated facilities with interest costs of 12% while ZWL borrowings range from 75% to 85%.
Short-term borrowings form part of the Group’s core borrowings and are renewed in terms of ongoing facilities negotiated
with the relevant financial institutions. The facilities expire at different dates and are reviewed and renewed when they
mature. Secured facilities in the region are secured by a cession of a property worth USD 453 776 (2022: USD 572 192).
The Group does not have any covenants on its borrowing facilities.
For the majority of the borrowings, the fair values are not materially different from their carrying amounts, since the
interest payable on those borrowings is either close to the market rates or the borrowings are of a short term nature.
Details of the Group’s exposure to the risks arising from borrowings are set out in note 36.
Borrowing powers
In terms of the Articles of Association, the borrowing powers of the company and its subsidiaries (excluding inter-
company borrowings) are limited to twice the aggregate of the nominal amount of the share capital of the company
plus the total free reserves of the company and its subsidiaries. The level of borrowings throughout the year was
adequately covered in this respect.
2023 2022
USD USD
Trade payables are non-interest bearing and are normally settled within 30 - 60 days. Other payables are non-interest
bearing and have varying settlement terms.
The carrying amount of trade and other payables are considered to be the same as their fair values due to their short
term nature. Trade and other payables are classified as financial liabilities at amortised costs as described in note 5.
2023 2022
USD USD
31 Provisions and other liabilities
Leave pay 376 968 251 926
Performance contract liabilities-IFRS 15 142 840 708 551
519 808 960 477
Reconciliation of provisions
Performance
contract
liabilities-IFRS
Leave pay 15 Total
USD USD USD
Contract liabilities
Contract liabilities arise from the Group’s policy of revenue recognition. In the Group’s distribution business, certain
contracts provide a customer with a right to make claims or return the goods within a specified period for reasons
such as damaged or near expiry products delivered. The Group estimates the value of such claims, processed against
revenue.
2023 2022
USD USD
The capital expenditure will be financed from the Group’s own resources and existing borrowing facilities.
33 Segmental analysis
Management has determined the Group’s operating segments based on the information reviewed by the Board for
the purposes of allocating resources and assessing performance. The revenue, operating profit, assets and liabilities
reported to the Board are measured consistently with that in the reported consolidated financial statements.
Speciality Retail
The main operations in this reporting silo are TV Sales & Home (“TVSH”) and Transerv. TVSH is the leading furniture and
electronic appliance retailer with sites located countrywide.
Transerv retails automotive spares and accessories through retail stores and fitment centers to service the needs of its
customers.
Distribution
Distribution Group Africa is a large distribution and logistics concern with operations in Zimbabwe, Zambia and
Malawi. Its core areas of expertise lie in inbound clearing and bonded warehousing, ambient and chilled/frozen
warehousing, logistics, marketing, sales and merchandising services.
Other Segments
This segment reports the Group’s head office support functions, namely company secretarial services, legal, treasury,
internal audit and tax services.
Geographical Segments
The Group is also organised into parcels of businesses incorporated in Zimbabwe, and those incorporated in countries
outside Zimbabwe. See note 19.1 for companies incorporated outside of Zimbabwe.
Segment assets
30 June 2023 67 396 699 49 744 587 38 843 769 ( 37 807 774) 118 177 281
30 June 2022 51 052 650 43 739 264 37 610 088 ( 36 019 530) 96 382 472
Segment liabilities
30 June 2023 29 179 362 27 032 954 3 052 517 ( 2 819 375) 56 445 458
30 June 2022 17 307 457 21 328 379 2 346 691 ( 1 111 130) 39 871 397
Capital expenditure
30 June 2023 5 728 643 556 068 3 201 - 6 287 912
30 June 2022 10 041 895 1 843 995 2 195 - 11 888 085
Operating
Profit Current
Revenue (“EBITDA”) Non-current assets Non-current Current
assets liabilities liabilities
USD USD USD USD USD USD
Zimbabwe
Operations
30 June 2023 160 562 632 16 291 385 79 285 956 63 183 216 15 251 520 33 259 756
30 June 2022 160 121 336 20 664 361 58 995 677 53 579 303 3 123 324 29 195 643
Regional
Operations
30 June 2023 43 187 333 4 553 251 4 471 318 15 355 704 688 394 10 065 163
30 June 2022 44 059 792 4 022 729 1 562 672 11 953 211 192 452 8 471 108
34 Pension funds
Regional operations
Workers Compernsation Insurance Fund (Zambia) 5 028 4 913
National Pension Scheme Authority (Zambia) 36 684 30 458
NICO Life (Malawi) 16 792 22 759
58 504 58 130
Transactions with related parties are carried out at terms equivalent to those that prevail in an arms length transaction.
The amounts outstanding are unsecured and will be settled on normal terms. No expense has been recognised in the
current or prior periods for bad or doubtful debts in respect of the amounts owed by related parties.
Instinct provides internal audit services to the group and all its entities.
Innscor Africa Limited provides tax consultancy support services to the Group and its related companies.
Short - term employee benefits (note 10.2.1) 4 403 661 4 065 762
2023 2022
USD USD
Amount payable to Axia Corporation Employee Share Trust (Private) Limited* 51 658 416
*Dividends paid to the Axia Corporation Employee Share Trust (Private) Limited were held in trust by Axia Corporation
Limited and earning interest amount equivalent to the Group’s average cost of borrowing.
The main risks arising from the Group’s financial instruments are interest rate risk, foreign currency risk, credit risk, liquidity risk
and equity price risk. The Board reviews and agrees policies for managing each of these risks and they are summarised below:
The following table demonstrates the sensitivity to a reasonably possible change in interest rates on short-term loans
and overdrafts.
There is a material impact on the Group’s equity.
2023 2022
USD USD
Effect on profit before tax
Exposure to exchange rate fluctuations and foreign denominated loans is monitored by Group Management and
subsidiaries manage short term exposures within approved parameters.
The ZWL dollar-denominated bank loans and foreign creditors are expected to be repaid with receipts from ZWL dollar-
denominated sales. For Zimbabwean entities the impact is worserned by the hyperinfationary economic situation persisting
in Zimbabwe and the group hedges by maintaining a net monetary liability position in ZWL.
The carrying amounts of the Group’s foreign currency denominated monetary assets and liabilities at the reporting date are as follows:
30 June 2023
Currency Liabilities Assets Net position
Zimbabwean Dollars (19 497 949 351) 11 705 280 542 (7 792 668 809)
USD equivalent ( 2 785 421) 1 672 183 ( 1 113 238)
30 June 2022
Currency Liabilities Assets Net position
Zimbabwean Dollars (5 443 878 381) 5 417 097 496 ( 26 780 886)
USD equivalent ( 7 776 969) 7 738 711 ( 38 258)
The following table details the Group’s sensitivity to a 25% increase in the ZWL against the United States of America Dollar, and
South African Rand. The 25% represents management’s assessment of reasonably possible change In foreign exchange rates. A
positive number below indicates an increase in profit where the ZWL strenghtens or weakens in a favorable manner againts the net
exposure.
30 June 2022
Credit risk
Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or a customer contract,
leading to a financial loss.
The Group trades only with recognised, creditworthy third parties. It is the Group’s policy that all customers who wish
to trade on credit terms are subject to credit verification procedures. In addition, receivable balances are monitored on
an ongoing basis with the result that the Group’s exposure to debt impairment is not significant. Refer to note 22 for
detailed disclosure on the ECL analysis.
There is no concentration risk as the Group trades with a wide range of customers with different risk profiles. Credit
limits are set by the Group to avoid
exposure to a single customer.
Where it sees fit, the Group can from time to time ask for collateral security from customers. This is done after assessing
the customers’ ability to honour their obligations and the level of exposure. Collateral can be properties, listed equities
or other assets.
With respect to credit risk arising from the financial assets of the Group, which comprise cash and cash equivalents and
financial assets at fair value through profit or loss, the Group’s Executive Committee approves all counterparties, sets
and monitors exposure limits and terms of engagement.
The maximum exposure arising from default equals the carrying amount of the financial assets as disclosed in the
statement of financial position less the market value of any security held.
Liquidity risk
The Group’s objective is to maintain a balance between continuity of funding through a well managed portfolio of
short-term investments and/or flexibility through the use of bank overdrafts and interest-bearing borrowings, by
continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and
liabilities.
The table below summarises the maturity profile of the Group’s financial assets and liabilities:
Liabilities
Interest-bearing borrowings 12 879 341 - - 12 879 342
Trade and other payables 26 021 679 - - 26 021 679
Contract liabilities 142 840 - - 142 840
Total 39 043 860 - - 39 043 861
Assets
Cash and cash equivalents 2 839 285 - - 2 839 285
Trade and other receivables excluding
prepayments 19 194 560 4 798 640 - 23 993 200
Financial assets 505 782 - - 505 782
Total 22 539 626 4 798 640 - 27 338 266
Liabilities
Interest-bearing borrowings 9 689 942 - - 9 689 942
Trade and other payables 21 823 403 - - 21 823 403
Contract liabilities 708 551 - - 708 551
Total 31 513 346 - - 32 221 896
Assets
Cash and cash equivalents 5 723 036 - - 5 723 036
Trade and other receivables excluding
prepayments 13 630 212 3 407 553 - 17 037 765
Financial assets 373 521 - - 373 521
Total 19 726 769 3 407 553 - 23 134 322
38 Capital management
The primary objective of the Group’s capital management is to ensure that all its companies maintain healthy capital
ratios in order to support the business and maximise shareholder value.
The Group manages its capital (total equity and debt) and makes adjustment to it in light of changes in the economic
environment. To maintain or adjust the capital structure the Group may adjust the dividend payment to shareholders,
return on capital to shareholders, or issue new shares as well as reduce or increase debt levels. No changes were made
to the objectives, policies or processes during the year ended 30 June 2023.
The Group manages capital using debt to equity ratios, which is calculated as total borrrowings divided by the sum of
total equity and borrowings.
2023 2022
USD USD
39 Contingent liabilities
COMPANY
FINANCIAL
REPORTS
Independent Auditor’s Report 110
Company Statement of Profit or Loss and Other Comprehensive Income 113
Company Statement of Financial Position 114
Company Statement of Changes in Equity 115
Company Statement of Cash Flow 116
Notes to the Company Financial Statements 117
109
Tel/Fax: +263 242 703876/7/8 Kudenga House
Cell: +263 772 573 266/7/8/9 3 Baines Avenue
bdo@bdo.co.zw P.O. Box 334
www.bdo.co.zw Harare
Zimbabwe
TO THE MEMBERS OF
Adverse Opinion
We have audited the financial statements of AXIA CORPORATION LIMITED which comprise the statement of
financial position as at 30 June 2023, the statement of profit or loss and other comprehensive income, statement
of changes in equity and statement of cash flows for the year then ended, and notes to the financial statements,
including a summary of significant accounting policies.
In our opinion, except for the effects of the matters discussed in the Basis for Adverse Opinion section of our
report, the accompanying financial statements do not present fairly, the financial position of AXIA CORPORATION
LIMITED as at 30 June 2023, and its financial performance and cash flows for the year then ended in accordance
with International Financial Reporting Standards.
Non-compliance with International Accounting Standard 21 (IAS 21), The Effects of Changes in Foreign Exchange
Rates and International Accounting Standard 29 (IAS 29), Financial Reporting In Hyperinflationary Economies.
The Company did not adopt as its opening balances and comparative financial information, balances derived
in terms of IAS 21 and IAS 29, as described above, instead the Company converted its historical balances and
transactions using the monthly average exchange rates and spot rates.
The non compliance with IAS 21 on comparative financial statements and opening balances resulted in
the overstatement of investments in subsidiaries associates and joint ventures by USD 24,651,925 and
overstatement of shareholders’ equity by USD 24,476,081.
Our opinion on the current year financial statements is modified because of the effects opening balances
have on current year financial results and the comparability of current year financial results with those of
prior year.
The Company’s functional currency changed from ZWL to USD on 1 July 2022 but the Company continued to
record transactions in ZWL for the period 1 July 2022 to 31 May 2023. The transactions were translated to the
functional currency at monthly average rates. Due to the volatility of exchange rates between the United
States dollar and the Zimbabwean dollar for the period, 1 March to 31 May 2023 where the ZWL depreciated
by approximately 133%, a monthly average exchange rate cannot be considered to approximate the actual
rate of exchange on the day of a transaction. IAS 21 paragraph 22, states that the use of an average rate is
inappropriate if exchange rates fluctuate significantly. The financial impact of the non compliance with IAS
21 could not be determined but it is considered to be material to the financial statements.
Due to the significance of the non compliance, we cannot express an opinion on the accuracy of revenue,
expenses and exchange gains and losses
BDO Zimbabwe, a Zimbabwean partnership, is a member of BDO International Limited, a UK company limited by guarantee and forms part of the international BDO
Network of independent member firms.
A list of partner names is available for inspection at our registered office, No. 3 Baines Avenue, Harare.
In preparing the financial statements, the Directors are responsible for assessing the Company’s ability to continue
operating as a going concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations,
or have no realistic alternative but to do so.
As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional
scepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud
or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is
sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement
resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery,
intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit 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.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates
and related disclosures made by the Directors.
• Conclude on the appropriateness of the Company’s use of the going concern basis of accounting and based
on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that
may cast significant doubt on the Company’s ability to continue operating as a going concern. If we conclude
that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related
disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future
events or conditions may cause the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the financial statements, including the
disclosures, and whether the financial statements represent the underlying transactions and events in a
manner that achieves fair presentation.
We communicate with the Directors regarding, among other matters, the planned scope and timing of the audit
and significant audit findings, including any significant deficiencies in internal control that we identify during our
audit.
The audit engagement partner on the audit resulting in this independent auditors report is Davison Madhigi (PAAB
Practising Number 0610)
__________________________________
BDO Zimbabwe
Chartered Accountants
27 October 2023
Kudenga House
3 Baines Avenue
Harare
Revenue - -
Cost of sales - -
Gross profit - -
Operating loss before impairment, depreciation and amortisation ( 485 296) ( 422 951)
Profit before interest, equity accounted earnings and tax 1 838 154 1 741 155
Total comprehensive income for the year 1 830 554 1 743 682
* Accounting policy notes of the Company are the same as Group accounting policies. Refer to accounting policy notes on
pages 63 to 81.
The above Company statement of profit or loss and other comprehensive income should be read in conjuction with the
accompanying notes.
COMPANY COMPANY
Notes 2023 2022
USD USD
ASSETS
Non-current assets
investments in subsidiaries and joint ventures C7 30 672 401 30 592 401
30 672 401 30 592 401
Current assets
trade and other receivables C8 1 021 380 466 075
cash and cash equivalents 281 43 526
1 021 661 509 601
Current liabilities
other payables and accruals C9 1 074 645 345 987
1 074 645 345 987
The above Company statement of financial position should be read in conjuction with the accompanying notes.
__________________________________ __________________________________
LEM NGWERUME R M RAMBANAPASI
Chairman Executive Director
27 October 2023 27 October 2023
Balance at 30 June 2021 55 215 2 186 350 392 800 27 700 642 ( 760 450) 29 574 556
Balance at 30 June 2022 55 600 3 620 572 - 27 700 642 ( 620 799) 30 756 015
Balance at 30 June 2023 55 600 3 620 572 - 27 700 642 ( 757 397) 30 619 417
*This reserve relates to the portion of share options attributable to the company under the share option scheme detailed
under note 24 of the Group financial statements.
The above Company statement of changes in equity should be read in conjuction with the accompanying notes.
2023 2022
USD USD
Investing activities - -
Net cash flow before financing activities 1 671 880 1 637 426
Cash and cash equivalents at the beginning of the year 43 526 2 375
Cash and cash equivalents at the end of the year 281 43 526
The above Company statement of cashflows should be read in conjuction with the accompanying notes.
Prepayments - 2 132
Total third party receivables - 2 132
Amounts due from group companies are at arm’s length terms with no fixed repayment dates. However, these
receivables are usually settled within a period of 3 to 6 months. Outstanding balances attract interest at rates similar or
above to the company’s cost of borrowing.
The main risks arising from the Company’s financial instruments are interest rate risk, credit risk and liquidity risk.
The Board reviews and agrees policies for managing each of these risks and they are summarised below:
Credit risk
Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or a customer contract,
leading to a financial loss.
Due to the nature of the operations of the Company, loans receivables of the Company which are subject to credit
risk are receivable from its subsidiary companies. This therefore reduces the Credit risk to very minimal levels since the
companies in question are controlled by the same people.
118
OVERVIEW PERFORMANCE STRATEGIC BUSINESS SUSTAINABILITY CUSTOMER HUMAN SUSTAINABLE CLIMATE COMMUNITY FINANCIAL
REVIEW LEADERSHIP & CONDUCT AND SERVICE CAPITAL OPERATIONS CHANGE RESPONSIBILITY REPORTS
GOVERNANCE COMPLIANCE AND ECONOMIC
CONTRIBUTIONS
The maximum exposure arising from default equals the carrying amount of the financial assets as disclosed in the
statement of financial position less the market value of any security held.
Liquidity risk
Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of
funding through an adequate amount of committed credit facilities to meet obligations when due and to close out
market positions. At the end of the reporting period the company held a surplus of USD687 729 (2022: (USD499 230)).
The company’s management of liquidity risk improved from the prior year gap through rigorous management
processes of clearing the interest-bearing borrowings coupled
with improved collections from group companies.
Liabilities
Trade and other payables ( 345 987) - - ( 345 987)
Total ( 345 987) - - ( 345 987)
Assets
Cash and cash equivalents 43 526 - - 43 526
Trade and other receivables excluding
prepayments 466 076 - 466 076
Total 509 603 - - 509 603
Liabilities
Trade and other payables ( 1 074 645) - - ( 1 074 645)
Total ( 1 074 645) - - ( 1 074 645)
Assets
Cash and cash equivalents 281 - - 281
Trade and other receivables excluding
prepayments 1 021 381 - - 1 021 381
Total 1 021 661 - - 1 021 661
The Company manages its capital (total equity and debt) and makes adjustment to it in light of changes in the
economic environment. To maintain or adjust the capital structure the Company may adjust the dividend payment
to shareholders, return on capital to shareholders, or issue new shares as well as reduce or increase debt levels. No
changes were made to the objectives, policies or processes during the year ended 30 June 2023.
The Company manages capital using debt to equity ratios, which is calculated as total borrrowings divided by the sum
of total equity and borrowings.
119
NOTES TO THE COMPANY FINANCIAL STATEMENTS (cont’d)
FOR THE YEAR ENDED 30 JUNE 2023
2023 2022
ZWL ZWL
Total borrowings - -
Cash and cash equivalents ( 281) ( 43 526)
Net Cash and cash equivalents ( 281) ( 43 526)
120
OVERVIEW PERFORMANCE STRATEGIC BUSINESS SUSTAINABILITY CUSTOMER HUMAN SUSTAINABLE CLIMATE COMMUNITY FINANCIAL
REVIEW LEADERSHIP & CONDUCT AND SERVICE CAPITAL OPERATIONS CHANGE RESPONSIBILITY REPORTS
GOVERNANCE COMPLIANCE AND ECONOMIC
CONTRIBUTIONS
121
GRI CONTENT INDEX
Omission
Page Part
GRI Standard Disclosure number(s) Omitted Reason Explanation
GRI 101: Foundation 2016
General Disclosures
GRI 102: General Organisational profile
Disclosures 2016 102-1 Name of the organisation Front Cover
102-2 Activities, brands, products, and services 4- 6
102-3 Location of headquarters 129
102-4 Location of operations 4- 5
102-5 Ownership and legal form 5
102-6 Markets served 6
102-7 Scale of the organisation 4, 9
102-8 Information on employees and other workers 9, 37- 41
102-9 Supply chain 44
102-10 Significant changes to the organisation and its 44
supply chain
102-11 Precautionary Principle or approach 24- 26
102-12 External initiatives 49
102-13 Membership of associations 7
Strategy
102-14 Statement from senior decision-maker 10- 15
Ethics and integrity
102-16 Values, principles, standards, and norms of IFC , 24
behaviour
Governance
102-18 Governance structure 17- 22
Stakeholder engagement
102-40 List of stakeholder groups 29
102-41 Collective bargaining agreements 39
102-42 Identifying and selecting stakeholders 29- 30
102-43 Approach to stakeholder engagement 28
102-44 Key topics and concerns raised 29- 30
Reporting practice
102-45 Entities included in the consolidated financial 4
statements
102-46 Defining report content and topic Boundaries 31- 33
102-47 List of material topics 32
102-48 Restatements of information IFC , 64
102-49 Changes in reporting
102-50 Reporting period IFC
102-51 Date of most recent report - 30 June 2022
102-52 Reporting cycle Annual
102-53 Contact point for questions regarding the IFC
report
102-54 Claims of reporting in accordance with the GRI IFC
Standards
102-55 GRI content index 122- 125
102-56 External assurance IFC
122
OVERVIEW PERFORMANCE STRATEGIC BUSINESS SUSTAINABILITY CUSTOMER HUMAN SUSTAINABLE CLIMATE COMMUNITY FINANCIAL
REVIEW LEADERSHIP & CONDUCT AND SERVICE CAPITAL OPERATIONS CHANGE RESPONSIBILITY REPORTS
GOVERNANCE COMPLIANCE AND ECONOMIC
CONTRIBUTIONS
Page Omission
number(s)
GRI Standard Disclosure Part
and/or Reason Explanation
URL(s) Omitted
Material Topics
200 series (Economic topics)
Economic Performance
GRI 103: 103-1 Explanation of the material topic and its IFC, 31- 33
Management Boundary
Approach 2016 103-2 The management approach and its components 50
103-3 Evaluation of the management approach 50
GRI 201: 201-1 Direct economic value generated and distributed 50, 59 –
Economic 120
Performance 201-3 Defined benefit plan obligations and other 40
2016 retirement plans
Indirect Economic Impacts
GRI 103: 103-1 Explanation of the material topic and its IFC, 31- 33
Management Boundary
Approach 2016 103-2 The management approach and its components 49
103-3 Evaluation of the management approach 49
GRI 203: Indirect 203-1 Infrastructure investments and services N/A
Economic supported
Impacts 2016
Procurement Practices
GRI 103: 103-1 Explanation of the material topic and its IFC, 31- 33
Management Boundary
Approach 2016 103-2 The management approach and its components 44
103-3 Evaluation of the management approach 44
GRI 204: 204-1 Proportion of spending on local suppliers 44
Procurement
Practices 2016
Tax
GRI 103: 103-1 Explanation of the material topic and its IFC, 31- 33
Management Boundary
Approach 2016 103-2 The management approach and its components 50
103-3 Evaluation of the management approach 50
GRI 207: Tax 207-1 Approach to Tax 50
2019 207-2Tax governance, control and risk management. -
207-3 Stakeholder engagement and management of 50
concerns related to tax.
207-4 Country -by country reporting 50
300 series (Environmental topics)
Energy
GRI 103: 103-1 Explanation of the material topic and its IFC, 31- 33
Management Boundary
Approach 2016 103-2 The management approach and its components 43
103-3 Evaluation of the management approach 43
GRI 302: Energy 302-1 Energy consumption within the organisation 43- 44
2016 302-2 Energy consumption outside of the organisation 43- 44
123
GRI CONTENT INDEX (cont’d)
Page Omission
number(s)
GRI Standard Disclosure Part
and/or Reason Explanation
URL(s) Omitted
Material Topics
Water
GRI 103: 103-1 Explanation of the material topic and its IFC, 31- 33
Management Boundary
Approach 2016 103-2 The management approach and its components 43
103-3 Evaluation of the management approach 43
GRI 303: Water 303-3 Water withdrawal 43
and Effluents
2018
Waste
GRI 103: 103-1 Explanation of the material topic and its IFC, 31- 33
Management Boundary
Approach 2016 103-2 The management approach and its components 44
103-3 Evaluation of the management approach 44
Waste 2020 306-3 Waste generated -
306-5 Waste directed to disposal -
400 series (Social topics)
Employment
GRI 103: 103-1 Explanation of the material topic and its IFC, 31- 33
Management Boundary
Approach 2016 103-2 The management approach and its components 37
103-3 Evaluation of the management approach 37
GRI 401: 401-1 New employee hires and employee turnover 37- 39
Employment
2016
Occupational Health and Safety
GRI 103: 103-1 Explanation of the material topic and its IFC, 31- 33
Management Boundary
Approach 2016 103-2 The management approach and its components 40
103-3 Evaluation of the management approach 40
GRI 403: 403-1 Occupational health and safety management 40
Occupational system
Health and
Safety 2018
Diversity and Equal Opportunity
GRI 103: 103-1 Explanation of the material topic and its IFC, 31- 33
Management Boundary
Approach 2016 103-2 The management approach and its components 24
103-3 Evaluation of the management approach 24
GRI 405: 405-1 Diversity of governance bodies and employees 19, 24
Diversity
and Equal
Opportunity
2016
124
OVERVIEW PERFORMANCE STRATEGIC BUSINESS SUSTAINABILITY CUSTOMER HUMAN SUSTAINABLE CLIMATE COMMUNITY FINANCIAL
REVIEW LEADERSHIP & CONDUCT AND SERVICE CAPITAL OPERATIONS CHANGE RESPONSIBILITY REPORTS
GOVERNANCE COMPLIANCE AND ECONOMIC
CONTRIBUTIONS
Page Omission
number(s)
GRI Standard Disclosure Part
and/or Reason Explanation
URL(s) Omitted
Material Topics
Freedom of Association and Collective Bargaining
GRI 103: 103-1 Explanation of the material topic and its IFC, 31- 33
Management Boundary
Approach 2016 103-2 The management approach and its components 39
103-3 Evaluation of the management approach 39
Human Rights
Assessment
GRI 103: 103-1 Explanation of the material topic and its IFC, 31- 33
Management Boundary
Approach 2016
103-2 The management approach and its components 24
103-3 Evaluation of the management approach 24
125
SHAREHOLDERS’ANALYSIS AND CALENDAR
AS AT 30 JUNE2023
Eigth Annual General Meeting 21 November 2023 3 months to 30 September 2023 November 2023
Financial Year End 30 June 6 months to 31 December 2023 March 2024
9 months to 31 March 2024 May 2024
12 months to 30 June 2024 September 2024
Annual report published November 2024
Nineth Annual General Meeting November 2024
126
OVERVIEW PERFORMANCE STRATEGIC BUSINESS SUSTAINABILITY CUSTOMER HUMAN SUSTAINABLE CLIMATE COMMUNITY FINANCIAL
REVIEW LEADERSHIP & CONDUCT AND SERVICE CAPITAL OPERATIONS CHANGE RESPONSIBILITY REPORTS
GOVERNANCE COMPLIANCE AND ECONOMIC
CONTRIBUTIONS
NOTICE TO MEMBERS
NOTICE IS HEREBY GIVEN that the Eighth Annual General Meeting of members will be held on 21 November 2023 at
08h15 at the Royal Harare Golf Club Building, Harare, for the purpose of transacting the following business: -
Ordinary Business
1. To receive and consider the financial statements for the year ended 30 June 2023 together with the report of
the Directors and Auditors thereon.
2. To re-elect the retiring Director, Mrs. Thembiwe Mazingi who retires by rotation and being eligible offers herself
for re-election.
Thembi is a partner in a legal firm, Coghlan, Welsh & Guest, a position she has held since 1989, having joined the
firm in 1982. She is a specialist in International tax law, corporate law, compliance and governance. She currently
sits on the boards of Ariston Holdings Limited and African Century Limited.
3. To re-elect the retiring Director, Mr. Themba Sibanda, who retires by rotation and being eligible, offers himself
for re-election.
Themba is a Chartered Accountant who has worked in compliance, audit and advisory for the past 42 years.
He is the principal at Schmulian & Sibanda Chartered Accountants (Zimbabwe) and sits on various boards of
Stock Exchange listed entities such as Padenga Holdings Limited (Chairman of the Board), Edgars Stores Limited
(Chairman of the Board) and PPC Zimbabwe Limited.
Note
The full report on Director’s Remuneration shall be available for inspection at the registered address of the Company.
5. To approve the remuneration of the Auditors for the year ended 30 June 2023 and to re-appoint BDO Chartered
Accountants of Harare as Auditors of the Company until the conclusion of the next Annual General Meeting.
This is BDO’s second year as independent auditors of the Company.
Special Business
i) The authority in terms of this resolution shall expire on the date of the Company’s next Annual General
Meeting; and
ii) Acquisitions shall be of ordinary shares which, in aggregate in any one financial year, shall not exceed
10% (ten per centum) of the Company’s issued ordinary share capital; and
iii) The maximum and minimum prices, respectively, at which such ordinary shares may be acquired will
not be more than 5% (five per centum) above and 5% (five per centum) below the weighted average of
the market price at which such ordinary shares are traded on the VFEX, as determined over the 5 (five)
business days immediately preceding the date of purchase of such ordinary shares by the Company;
and
iv) A press announcement will be published as soon as the Company has acquired ordinary shares
constituting, on a cumulative basis in the period between Annual General Meetings, 3% (three per
centum) of the number of ordinary shares in issue prior to the acquisition; and
v) If during the subsistence of this resolution the Company is unable to declare and pay a cash dividend,
then this resolution shall be of no force and effect.”
NOTE: -
In terms of this resolution, the Directors are seeking authority to allow the use of the Company’s available cash resources to
purchase its own shares in the market in terms of the Companies and Other Business Entities Act and the regulations of the
VFEX. The Directors will only exercise the authority if they believe that to do so would be in the best interest of the shareholders
generally. In exercising this authority, the Directors will duly take into account following such repurchase, the ability of the
Company to pay its debts in the ordinary course of business, the maintenance of an excess of assets over liabilities, and for the
Company and Group, the adequacy of ordinary capital and reserves as well as working capital.
127
NOTICE TO MEMBERS (cont’d)
To approve as an ordinary resolution, with or without amendments: “That the Company be and is hereby
authorized to make any loan to any Executive Director or to enter into any guarantee or provide any security in
connection with a loan to such Executive Director for the purpose of enabling him to properly perform his duty
as an officer of the Company, as may be determined by the Remuneration Committee of the Board of Directors,
provided that the amount of the loan or the extent of the guarantee or security shall not exceed the annual
remuneration of that Director.”
8. To transact any other business competent to be dealt with at the Annual General Meeting.
Proxies
In terms of the Companies and Other Business Entities Act, a Member entitled to attend and vote at a meeting is entitled
to appoint a proxy to attend and vote on a poll and speak in his or her stead. No Director or Officer of the company may be
appointed as a proxy for a Member. A proxy need not be a member of the Company.
Proxy forms must be forwarded to reach the Company’s registered office not less than 48 (forty-eight) hours before the
commencement of the meeting.
128
OVERVIEW PERFORMANCE STRATEGIC BUSINESS SUSTAINABILITY CUSTOMER HUMAN SUSTAINABLE CLIMATE COMMUNITY FINANCIAL
REVIEW LEADERSHIP & CONDUCT AND SERVICE CAPITAL OPERATIONS CHANGE RESPONSIBILITY REPORTS
GOVERNANCE COMPLIANCE AND ECONOMIC
CONTRIBUTIONS
CORPORATE INFORMATION
Domicile
The Company is incorporated and domiciled in Zimbabwe.
Core Business
Speciality Retail and Distribution.
Registered Office
Edward Building,
1st Street/Nelson Mandela Avenue,
Harare, Zimbabwe
Postal Address
6 Kenilworth Road
Newlands
Harare, Zimbabwe
Contact Details
Telephone: +263 (24) 2776998/2776273
Email: finance@axiaops.com
Company Secretary
Prometheus Corporate Services (Private) Limited
5 Dromore Road Highlands
Harare, Zimbabwe
Independent Auditors
BDO Zimbabwe Chartered Accountants
Kudenga House 3 Baines Avenue
Harare, Zimbabwe
Principal Bankers
CABS
FBC Bank Limited
Stanbic Bank Zimbabwe Limited
Ecobank Zimbabwe Limited
First Capital Bank Limited
Standard Chartered Bank Zimbabwe Limited
People’s Own Savings Bank Limited
NMB Bank Limited
Legal Advisors
Lunga Attorneys
Sustainability Advisors
Institute for Sustainability Africa,
65 Whitwell Road Borrowdale West
Harare, Zimbabwe
Email: admin@insafrica.org.zw
129
130
PROXY FORM
I/We ________________________________________________________ of ____________________________________________________________
being a member of the above Company and entitled to vote, hereby appoint ______________________________________________________________
of ________________________________________________________________________________________________________________________
as my/our Proxy to vote for me/us on my/our behalf at the Eighth Annual General Meeting of Axia Corporation Limited to be held on Tuesday, 21 November
2023 at 8:15 hours and at any adjournment thereof for the following purposes:-
She is a specialist in International tax law, corporate law, compliance and governance. She currently sits on the
boards of Ariston Holdings Limited and African Century Limited.
3. To re-elect the retiring Director, Mr. Themba Sibanda, who retires by rotation and being eligible, offers himself for
re-election.
Themba is a Chartered Accountant who has worked in compliance, audit and advisory for the past 42 years.
He is the principal at Schmulian & Sibanda Chartered Accountants (Zimbabwe) and sits on various boards of
Stock Exchange listed entities such as Padenga Holdings Limited (Chairman of the Board), Edgars Stores Limited
(Chairman of the Board) and PPC Zimbabwe Limited.
Note
The full report on Director’s Remuneration shall be available for inspection at the registered address of the Company.
5. To approve the remuneration of the Auditors for the year ended 30 June 2023 and to re-appoint BDO Chartered
Accountants of Harare as Auditors of the Company until the conclusion of the next Annual General Meeting. This is
BDO’s second year as independent auditors of the Company.
Special Business
6. Approval of Share Buy-Back
NOTE: -
In terms of this resolution, the Directors are seeking authority to allow the use of the Company’s available cash
resources to purchase its own shares in the market in terms of the Companies and Other Business Entities Act and
the regulations of the VFEX. The Directors will only exercise the authority if
they believe that to do so would be in the best interest of the shareholders generally. In exercising this authority, the
Directors will duly take into account following such repurchase, the ability of the Company to pay its debts in the
ordinary course of business, the maintenance of an excess of assets over liabilities, and for the Company and Group,
the adequacy of ordinary capital and reserves as well as working capital.
To transact any other business competent to be dealt with at the Annual General Meeting.
NOTES
1. Unless otherwise instructed, the proxy will vote as he thinks fit.
2. This proxy form must be signed, dated and returned so as to reach the Company no later than forty-eight hours
before the Meeting.
NOTE 1:
In terms of the Companies and Other Business Entities Act [Chapter 24:31], a member of the Company is entitled to appoint one or more proxies to
attend, vote and speak in his or her stead. A proxy need not be a member of the Company. Proxy forms must be deposited at the registered office of
the Company not less than forty-eight (48) hours before the time appointed for holding the meeting.
The attention of shareholders is drawn to the necessity of keeping the transfer secretaries advised of any change in name and/or address.
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