celebrating 130 years of unshakeable celebrating 130 years of unshakeable

Summarised financial statements statements 2022 Notice of annual general meeting 2022

Notice of annual general meeting
Electronic participation in the AGM
Form of proxy
Summary of the rights of a shareholder
Curricula Vitarum
Notice to Zimbabwean shareholders
Audited annual financial statements 2022

NOTICE OF ANNUAL GENERAL MEETING

PPC Ltd

Incorporated in the Republic of South Africa (Registration No: 1892/000667/06) JSE / ZSE share code: PPC ISIN: ZAE000170049 (PPC or the company or the group)

Notice is hereby given that the 130th annual general meeting (AGM) of the company will be held at 12:00 on Friday, 9 September 2022. The AGM of shareholders of the company will only be accessible through electronic participation, as provided for by the Johannesburg Stock Exchange Limited (JSE) and in terms of the provisions of the Companies Act 71 of 2008, as amended (Companies Act) and the company's memorandum of incorporation (MoI) to consider the following business and, if deemed fit, to approve, with or without modification, the ordinary and special resolutions set out herein.

Should any shareholder (or a representative or proxy for a shareholder) wish to participate in and/or vote at the AGM by way of electronic participation, such shareholder must either:

(i) register online using the online registration portal at https://meetnow.global/za, prior to the commencement of the AGM; or
(ii) make a written application (the form of which is attached to this notice of the company's AGM (notice)) to so participate, by delivering the application form to the transfer secretaries, being Computershare Investor Services Proprietary Limited (Computershare), at First Floor, Rosebank Towers, 15 Biermann Avenue, Rosebank, 2196, or posting it to Private Bag X9000, Saxonwold, 2132 (at the risk of the shareholder), or sending it by email to [email protected]. so as to be received by the transfer secretaries by no later than 12:00 on Wednesday, 7 September 2022, in order for the transfer secretaries to arrange such participation for the shareholder and for the transfer secretaries to provide the shareholder with the details as to how to access the AGM by means of electronic participation. Shareholders may still register/apply to participate in and/or vote electronically at the AGM after this date, provided, however, that those shareholders are verified (as required in terms of section 63(1) of the Companies Act) and are registered at the commencement of the AGM.

For the avoidance of doubt, dematerialised shareholders without "own name" registration would still need to submit their voting instructions via their Central Securities Depository Participants (CSDP) or broker or obtain a letter of representation from their CSDP or broker to participate in and/or vote at the AGM electronically.

In terms of section 63(1) of the Companies Act, any person participating in the AGM must present reasonably satisfactory identification and the person presiding at the AGM must be reasonably satisfied that the right of any person to participate in and vote (whether as a shareholder or as a representative or proxy for a shareholder) has been reasonably verified. Shareholders of the company who wish to participate in the AGM electronically should provide such identification when making written application to so participate.

Shareholders will be liable for their own network charges and it will not be for the expense of PPC or Computershare. Neither PPC nor Computershare can be held accountable in the case of loss of network connectivity or network failure including, but not limited to, insufficient airtime, internet connectivity, power outages, which would prevent you from voting or participating in the virtual AGM.

NOTICE OF ANNUAL GENERAL MEETING continued

SALIENT DATES AND TIME

The salient dates and times applicable to the 130th AGM, are set out below:

	2022
Notice to attend PPC's AGM on	Wednesday, 27 July
Record date to receive the notice of AGM	Friday, 22 July
Last day to trade to be recorded in the register to vote at the AGM	Tuesday, 30 August
Record date to be eligible to vote at the AGM (voting record date)	Friday, 2 September
Last day to lodge forms of proxy for the AGM by 12:00	Wednesday, 7 September
AGM to be held at 12:00	Friday, 9 September
Results of AGM released via stock exchange news service (SENS) on	Friday, 9 September

Notes:

1. The above dates and times are subject to amendment. Any such amendment will be released via SENS.
1. All times given are local times in South Africa.
1. Any forms of proxy not delivered to the meeting secretaries by 12:00 on Wednesday, 7 September 2022 may be emailed to [email protected] and will be handed to the chair of the AGM immediately before the appointed proxy exercises any of the shareholder's rights at the AGM.

Reports available online i

The following documents are available online at www.ppc.africa:
Notice of AGM 2022, including the audited annual financial statements of the company and its subsidiaries for the year ending 31 March 2022, which have been distributed via electronic communication and via post to all the registered shareholders of the company
Integrated annual report 2022 (IAR), which includes
- The governance report 2022
- The social and ethics committee report 2022, as required in terms of Regulation 43(5)(c) of the Companies Regulations, 2011
- The remuneration policy and remuneration implementation report 2022
The PPC B-BBEE certificate, and B-BBEE compliance certificate

ORDINARY BUSINESS

The percentage of voting rights that will be required for the adoption of each ordinary resolution is 50% + 1 (fifty percent plus one) vote of the voting rights exercised on the resolution, with the exception of ordinary resolution number 6 – general authority to issue shares for cash, where it is at least 75% (seventy-five percent) of the voting rights exercised on the resolution in terms of the Listings Requirements of the JSE (JSE Listings Requirements).

SOCIAL AND ETHICS COMMITTEE REPORT

In accordance with Regulation 43(5)(c) of the Companies Regulations, 2011 promulgated under the Companies Act, a member of the social and ethics committee (the committee) is required to report to shareholders on the matters within the mandate of the committee. The committee's report is contained on pages 89 to 91 of the 2022 integrated annual report.

PRESENTATION OF ANNUAL FINANCIAL STATEMENTS

The consolidated audited annual financial statements (AFS) of the company and its subsidiaries, incorporating the reports of the independent auditor and the audit, risk and compliance committee (ARCC) and the directors, for the year ended 31 March 2022, as approved by the board of directors of the company (board) on 1 July 2022 and published on 4 July 2022, which is attached to this AGM notice, are hereby presented to the shareholders as required in terms of section 30(3)(d), read with section 61(8)(a), of the Companies Act.

ORDINARY RESOLUTION NUMBER 1.1 TO 1.2 – ELECTION OF NEW DIRECTORS

1.1 Resolved that in terms of the JSE Listings Requirements, article 25.8.1 of the MoI and section 68(1) of the Companies Act, read with section 70(3)(b)(i), Mr Bjarne Hansen be and is hereby elected to the board as a non-executive director (NED) with immediate effect.

Explanatory note

Mr Bjarne Hansen was appointed to the board as a NED with effect from 1 November 2021 in terms of clause 25.8.1 of the MoI. A brief curriculum vitae (CV) of Mr Bjarne Hansen appears on page 22 of this AGM notice.

In terms of clause 25.2 of the MoI and section 68(1) of the Companies Act, read with section 70(3)(b)(i), this appointment must be confirmed at this AGM by a new election.

The percentage of voting rights required for ordinary resolution number 1 to be adopted is more than 50% (fifty percent) of the voting rights exercised in favour of the resolution by shareholders present at the AGM or represented by proxy and entitled to exercise voting rights on the resolution.

1.2 Resolved that in terms of the JSE Listings Requirements, article 25.8.1 of the MoI and section 68(1) of the Companies Act, read with section 70(3)(b)(i), Mr Daniel Smith be and is hereby elected to the board as a NED with effect 1 October 2022, being the commencement date of his appointment by the board.

NOTICE OF ANNUAL GENERAL MEETING continued

Explanatory note

Mr Dan Smith was appointed to the board as a NED with effect from 1 October 2022 in terms of clause 25.8.1 of the MoI. A brief CV of Mr Daniel Smith is attached to this notice as a separate document.

In terms of clause 25.2 of the MoI and section 68(1) of the Companies Act, read with section 70(3)(b)(i), this appointment must be confirmed at this AGM by a new election.

ORDINARY RESOLUTIONS NUMBER 2.1 TO 2.2 – RE-ELECTION OF RETIRING DIRECTORS

These ordinary resolutions are to re-elect, each by way of a separate resolution, the following independent non-executive directors (NEDs) who retire by rotation in accordance with article 25.6.1 of the company's MoI but, being eligible to do so, offer themselves for re-election:

2.1 Resolved that Ms Noluvuyo Mkhondo, an independent NED who is required to retire as a director of the company at this AGM be and is hereby re-elected, in terms of section 68(1) of the Companies Act and article 25.2 of the MoI, as an independent NED of the company with immediate effect.
2.2 Resolved that Mr Jabulani Moleketi, an independent NED who is required to retire as a director of the company at this AGM be and is hereby re-elected, in terms of section 68(1) of the Companies Act and article 25.2 of the MoI, as an independent NED of the company with immediate effect.

Explanatory note

In terms of article 25.6.1 of the company's MoI, one-third of the company's NEDs are required to retire at every AGM. A retiring director is entitled to offer him/herself for re-election. Ms Noluvuyo Mkhondo and Mr Jabulani Moleketi, who were identified to retire, have offered themselves for re-election and the board, through its reward and talent committee (RTC), has recommended their re-election. A brief CV of each director appears on pages 22 and 23 of this AGM notice. Mr Anthony Ball, who was also identified to retire at this year's AGM has not offered himself for re-election.

The percentage of voting rights required for ordinary resolutions number 2.1 to 2.2 to be adopted is more than 50% (fifty percent) of the voting rights exercised in favour of the resolution by shareholders present at the AGM or represented by proxy and entitled to exercise voting rights on the resolution.

ORDINARY RESOLUTIONS NUMBER 3.1 TO 3.3 – APPOINTMENT OF MEMBERS OF THE AUDIT, RISK AND COMPLIANCE COMMITTEE (ARCC)

To appoint, each by way of a separate resolution, the following independent NEDs as members of the ARCC:

3.1 Resolved that Ms Nonkululeko Gobodo, who is an independent NED of the company, be and is hereby elected as a member of the ARCC with immediate effect to hold office until the next AGM.
3.2 Resolved that subject to the passing of ordinary resolution number 2.1, Ms Noluvuyo Mkhondo, who is an independent NED of the company, be and is hereby elected as a member of the ARCC with immediate effect to hold office until the next AGM.
3.3 Resolved that Mr Mark Thompson, who is an independent NED of the company, be and is hereby elected as a member of the ARCC with immediate effect to hold office until the next AGM.

Explanatory note

In terms of section 94(2) of the Companies Act, at each AGM, the company is required to elect an ARCC comprising at least three members, each of whom must satisfy the requirements set out in section 94(4) of the Companies Act.

The board, through the RTC, has recommended the election of Ms Nonkululeko Gobodo, Ms Noluvuyo Mkhondo and Mr Mark Thompson to the ARCC for the financial year ending 31 March 2023. The RTC and the board are satisfied that each member meets the requirements of section 94(4) of the Companies Act and that each member meets the minimum qualification requirements for a member of an audit committee, and that they, together, have adequate relevant knowledge and experience to equip the audit committee to perform its functions. A brief CV of each member appears on pages 22 and 23 of this AGM notice.

The percentage of voting rights required for each of ordinary resolutions number 3.1 to 3.3 to be adopted is more than 50% (fifty percent) of the voting rights exercised in favour of the resolution by shareholders present at the AGM or represented by proxy and entitled to exercise voting rights on the resolution.

NOTICE OF ANNUAL GENERAL MEETING continued

ORDINARY RESOLUTION NUMBER 4 – APPOINTMENT OF EXTERNAL AUDITOR

Resolved that PricewaterhouseCoopers (PwC) be and is hereby appointed as independent external auditors of the company to hold office from this AGM until the conclusion of the next AGM of the company, with Mr Nqaba (Q) Ndiweni (IRBA Registration number: 505807) from PwC as the individual designated auditor, who will undertake the audit of the company for the financial year ending 31 March 2023, as required by section 90(1) of the Companies Act and as recommended by the ARCC.

Explanatory note

In terms of section 90(1) of the Companies Act, the auditor of the company must be appointed at the AGM each year. To be appointed as auditor, the auditor must satisfy the requirements of section 90(2) of the Companies Act and section 22 of the JSE Listings Requirements. The ARCC and the board (based on the findings and recommendations of the ARCC) are satisfied that PwC meets the requirements of section 90(2) of the Companies Act and section 22 of the JSE Listings Requirements.

Accordingly, the ARCC and the board have proposed the appointment of PwC as independent auditor of the company for the period ending 31 March 2023 to hold office until the conclusion of the next AGM with Mr Nqaba (Q) Ndiweni (IRBA Registration number: 505807) as designated auditor.

The percentage of voting rights required for ordinary resolution number 4 to be adopted is more than 50% (fifty percent) of the voting rights exercised in favour of the resolution by shareholders present at the AGM or represented by proxy and entitled to exercise voting rights on the resolution.

ORDINARY RESOLUTIONS NUMBER 5.1 AND 5.2 – NON-BINDING ADVISORY ENDORSEMENTS OF THE Company'S REMUNERATION POLICY AND REMUNERATION IMPLEMENTATION REPORT

For shareholders to endorse, through a non-binding advisory vote, PPC's remuneration policy and remuneration implementation report.

5.1 Resolved that the company's remuneration policy, as set out in the remuneration report on pages 96 to 112 of the IAR, be and is hereby endorsed through a non-binding advisory vote, in accordance with the recommendations of the King Code on Corporate Governance for South Africa™* (King IV).
5.2 Resolved that the company's remuneration implementation report in relation to the remuneration policy, as set out in the remuneration report on pages 96 to 112 of the IAR, be and is hereby endorsed through a non-binding advisory vote in accordance with the recommendations of King IV.

Explanatory note

In terms of principle 14 of King IV, the company's remuneration policy and implementation report should be tabled to the shareholders to endorse the non-binding advisory vote in the same manner as any other ordinary resolution tabled at the AGM. However, failure to endorse the non-binding advisory votes will not have any legal consequences for existing arrangements.

* Copyright and trademarks are owned by the Institute of Directors in Southern Africa NPC and all of its rights are reserved.

The percentage of voting rights required for ordinary resolutions number 5.1 and 5.2 to be endorsed as non-binding advisory votes is 50% (fifty percent), plus one vote of the voting rights exercised by shareholders present at the AGM or represented by proxy and entitled to exercise their voting rights.

In the event that 25% (twenty-five percent) or more of the votes are cast against ordinary resolutions number 5.1 and/or 5.2, the company undertakes to engage with dissenting shareholders as to the reasons for their vote and to appropriately address legitimate and reasonable objections and concerns that may be raised during this process.

ORDINARY RESOLUTION NUMBER 6 – GENERAL AUTHORITY TO ISSUE SHARES FOR CASH

Resolved that the directors be and are hereby authorised as a general authority to issue the authorised but unissued shares in the capital of the company, for cash, subject to the Companies Act, the MoI and the JSE Listings Requirements, provided that:

a. The equity securities that are the subject of the issue for cash must be of a class already in issue or, where this is not the case, must be limited to such securities or rights that are convertible into a class already in issue
b. The equity securities must be issued to public shareholders, as defined in the JSE Listings Requirements, and not to related parties
c. The securities which are the subject of a general issue for cash may not exceed a maximum amount of 76 620 356 (seventy-six million, six hundred and twenty thousand, three hundred and fifty-six) ordinary shares, representing 5% (five percent) of the ordinary shares in issue as at the date of the notice of the AGM, excluding treasury shares:
- The company shall not be entitled and shall have no authority to issue any shares over and above the aforementioned threshold of 76 620 356 (seventy-six million, six hundred and twenty thousand, three hundred and fifty-six) ordinary shares (which represents 5% (five percent) of the ordinary shares in issue as at the date of the notice of the AGM, excluding treasury shares)
- The authority shall be valid until the company's next AGM or for 15 (fifteen) months from the date on which the general issue for cash ordinary resolution was passed, whichever period is shorter (validity period)
- The calculation of the applicant's listed equity securities must be a factual assessment of the applicant's listed equity securities as at the date of the notice of AGM, excluding treasury shares
- Any equity securities issued under the authority during the validity period must be deducted from such number in sub-paragraph (c) above
- In the event of a sub-division or consolidation of issued equity securities during the validity period, the existing authority will be adjusted accordingly to represent the same allocation ratio

NOTICE OF ANNUAL GENERAL MEETING continued

d. The maximum discount at which equity securities may be issued is 10% (ten percent) of the weighted average traded price of such equity securities measured over the 30 (thirty) business days prior to the date that the price of the issue is agreed between the issuer and the party subscribing for the securities. The JSE will be consulted for a ruling if the applicant's securities have not traded in such 30 (thirty) business day period
e. After the company has issued equity securities in terms of an approved general issue for cash representing, on a cumulative basis within the validity period, 5% (five percent) of the number of equity securities in issue prior to that issue, the company shall publish an announcement containing full details of the issue, subject to the JSE Listings Requirements

Explanatory note

This ordinary resolution is required to authorise the company to affect a general issue of shares for cash, subject to compliance with the requirements of the JSE Listings Requirements. This authority would enable the board to consider wider corporate opportunities available to it (on an expedited basis), which may be advantageous in the current market, but subject to the restrictions set out above.

The company shall not be entitled and shall have no authority to issue any shares over and above the aforementioned threshold of 76 620 356 (seventy-six million, six hundred and twenty thousand, three hundred and fifty-six) ordinary shares, which represent 5% (five percent) of the ordinary shares in issue as at the date of the notice of the AGM, (excluding treasury shares), whether such issue is pursuant to ordinary resolution number 6 or pursuant to this ordinary resolution number 6.

The percentage of voting rights required, in terms of the JSE Listings Requirements, for ordinary resolution number 6 to be adopted is at least 75% (seventy-five percent) of the voting rights exercised in favour of the resolution by shareholders present at the AGM or represented by proxy and entitled to exercise voting rights.

ORDINARY RESOLUTION NUMBER 7 – AUTHORITY TO IMPLEMENT RESOLUTIONS

Resolved that any director or the company secretary of the company shall be authorised and empowered to do all such things and sign all such documents and take all such actions as they consider necessary, to implement the resolutions set out in this notice.

SPECIAL BUSINESS

The percentage of voting rights that will be required for the adoption of each special resolution is at least 75% (seventy-five percent) of the voting rights exercised on the resolution.

SPECIAL RESOLUTIONS NUMBER 1.1 AND 1.2 – FINANCIAL ASSISTANCE IN TERMS OF SECTIONS 44 AND 45

1.1 Financial assistance for subscription of securities in terms of section 44

Resolved that the board may, to the extent required, in terms of and subject to section 44 of the Companies Act and the company's MoI authorise the company to provide, financial assistance by way of a loan, guarantee, the provision of security or otherwise, to its subsidiaries and inter-related companies (excluding any director or prescribed officer of the company, or a person related to such director or prescribed officer), for the purpose of, or in connection with, the subscription of any option, or any securities, issued or to be issued by the company or a related or inter-related company, or for the purchase of any securities of the company or a related or inter-related company, subject to the terms and conditions of section 44 of the Companies Act. No such financial assistance may be provided at any time in terms of this authority after the expiry of two years from the date of the adoption of this special resolution.

Explanatory note

The purpose of this special resolution number 1.1 is to grant the board the authority to authorise the company to provide financial assistance by way of a loan, guarantee, the provision of security, or otherwise to its subsidiaries and inter-related companies (excluding any director or prescribed officer of the company, or a person related to such director or prescribed officer), for the purpose of, or in connection with, the subscription of any option, or any securities, issued or to be issued by the company or a related or inter-related company, or for the purchase of any securities of the company or a related or inter-related company as contemplated in section 44 of the Companies Act.

The directors undertake that prior to the company providing the financial assistance as contemplated in section 44 of the Companies Act, the company will have satisfied the solvency and liquidity test as set out in section 4 of the Companies Act (solvency and liquidity test) and that the terms under which the financial assistance is proposed to be given are fair and reasonable to the company.

NOTICE OF ANNUAL GENERAL MEETING continued

1.2 Financial assistance in terms of section 45 to related and inter-related companies or corporations

Resolved that, in terms of section 45(3)(a)(ii) of the Companies Act, shareholders of the company hereby approve of the company providing, at any time during the period of 2 (two) years from the date of passing this special resolution, any direct or indirect financial assistance as contemplated in section 45 of the Companies Act to any 1 (one) or more related or inter-related companies or corporations of the company and/or to any 1 (one) or more members of any such related or inter-related company or corporation and/or to any 1 (one) or more persons related to any such company or corporation, provided that:

a. The recipient or recipients of such financial assistance, the form, nature and extent of such financial assistance and the terms and conditions under which such financial assistance is to be provided, are determined by the board from time to time
b. The board may not authorise the company to provide any financial assistance pursuant to this special resolution unless all the requirements of section 45 of the Companies Act to authorise the company to provide such financial assistance have been fulfilled
c. Such financial assistance to a recipient is, in the opinion of the board, required for the purpose of (i) meeting all or any of such recipient's operating expenses (including capital expenditure), and/or (ii) funding the growth, expansion, reorganisation or restructuring of the businesses or operations of such recipient, and/or (iii) funding such recipient for any other purpose which, in the opinion of the board, is directly or indirectly in the interests of the company

Explanatory note

The reason for special resolution number 1.2 is that the company advances loans and other financial assistance to subsidiaries and other related companies or corporations in its group. Shareholders are required to pass special resolution number 1.2 to approve the company providing such financial assistance, subject to the board performing the solvency and liquidity test and subject further to the financial assistance falling within the category of assistance mentioned in sub-paragraph (c) of special resolution number 1.2 above.

The percentage of voting rights required for special resolutions number 1.1 and 1.2 to be adopted is at least 75% (seventy-five percent) of the voting rights exercised in favour of the resolution by shareholders present at the AGM or represented by proxy and entitled to exercise voting rights on the resolution.

SPECIAL RESOLUTIONS NUMBER 2.1 TO 2.12 – PRE-APPROVAL OF REMUNERATION OF NEDS

Resolved to approve, in terms of section 66(8) of the Companies Act, read with section 66(9), the remuneration to the NEDs, each by way of a separate special resolution, for their services to the company, as follows:

			Base feefor period1 September2022 to31 August 2023(excluding VAT)	Base feefor period30 August2021 to31 August 2022(excluding VAT)
2.1	Board	Chair	1 291 285	1241 620
2.2	Board	Each NED	314 004	301 927
2.3	Audit, risk and compliancecommittee (ARCC)	Chair	292 583	281 330
2.4	ARCC	Each NED	148 861	143 136
2.5	Social, ethics and transformationcommittee (SETCO)	Chair	218 062	211 711
2.6	SETCO	Each NED	107 336	104 210
2.7	Reward and talent committee(RTC)	Chair	220 179	211 711
2.8	RTC	Each NED	108 378	104 210
2.9	Strategy and investmentcommittee (S&IC)	Chair	218 062	211 711
2.10	S&IC	Each NED	107 336	104 210
2.11	Attendance fee for specialmeetings	Chair	42 600	42 600
2.12	Attendance fee for specialmeetings	Member	21 300	21 300

Explanatory note

In terms of section 66(8), read with section 66(9) of the Companies Act, except to the extent that the MoI provides otherwise, the company may pay remuneration to its directors for their service as directors and any such remuneration must be approved by special resolution of shareholders within the previous two years.

The percentage of voting rights required for each of the special resolutions numbered 2.1 to 2.12 to be adopted is at least 75% (seventy-five percent) of the voting rights exercised in favour of the resolution by shareholders present at the AGM or represented by proxy and entitled to exercise voting rights on the resolution.

NOTICE OF ANNUAL GENERAL MEETING continued

SPECIAL RESOLUTION NUMBER 3 – GENERAL AUTHORITY TO REPURCHASE SHARES

Resolved that the board is hereby authorised by way of a renewable general authority, in terms of the provisions of the JSE Listings Requirements, the Listings Requirements of the Zimbabwe Stock Exchange (ZSE), the Companies Act and otherwise as permitted in the MoI, to approve a repurchase of ordinary shares of the company by the company and any of its subsidiaries, on such terms and conditions and in such amounts as the board may from time to time determine and provided that:

In relation to repurchases effected through the JSE trading system:
- a. Any such repurchase of ordinary shares will be effected through the order book operated by the JSE trading system, including the trading system operated by the ZSE and done without any prior understanding or arrangement between the company and/or any of its subsidiaries and the counterparty
- b. This general authority will only be valid until the earlier of (i) the next AGM of the company; (ii) the variation or revocation of such general authority by special resolution by any subsequent meeting of shareholders; or (iii) the expiry of a period of 15 (fifteen) months from the date of passing this special resolution number 3
- c. Authorisation thereto is given in terms of the company's MoI (or the MoI of the relevant subsidiary, as the case may be)
- d. A press announcement will be published in accordance with, and giving such details as required in terms of the JSE Listings Requirements, where the company or its subsidiaries has/have repurchased ordinary shares constituting, on an aggregate basis, 3% (three percent) of the initial number of shares (the number of that class of ordinary shares in issue at the time that the general authority from shareholders is granted) and in respect of every 3% (three percent) in the aggregate of the initial number of shares thereafter
- e. The general repurchase by the company of ordinary shares in the aggregate in any one financial year does not exceed 10% (ten percent) of the company's issued ordinary share capital as at the beginning of the financial year
- f. The general repurchase by any subsidiaries of ordinary shares in the company in the aggregate does not exceed 10% (ten percent) of the company's issued ordinary share capital
- g. General repurchases by the company and/or any subsidiary of the company in terms of this authority may not be made at a price greater than 10% (ten percent) above the weighted average of the market value at which such ordinary shares are traded on the JSE, as determined over the 5 (five) business days immediately preceding the date of repurchase of such ordinary shares by the company and/or any subsidiary of the company
- h. The company may at any point in time, only appoint one agent to effect any repurchase(s) on its or its subsidiaries' behalf

i. The company and/or any of its subsidiaries may not repurchase securities during a prohibited period, as defined in paragraph 3.67 of the JSE Listings Requirements, unless the company and/or any of its subsidiaries has a repurchase programme in place where the dates and quantities of securities to be traded during the relevant period are fixed (and not subject to any variation) and full details of the programme have been submitted to the JSE in writing prior to the start of the prohibited period, and the company and/or its subsidiary, as the case may be, has instructed an independent third party, which makes its investment decisions in relation to its shares independently or, and uninfluenced by, the company and/or its subsidiary concerned, prior to the commencement of the prohibited period to execute the repurchase programme submitted to the JSE

After considering the effect of the maximum permitted repurchase of securities, the company and its subsidiaries are, as at the date of this notice convening the AGM of the company, able to fully comply with the JSE Listings Requirements. Nevertheless, at the time the contemplated repurchase is to take place, the directors of the company will ensure that:

The company and its subsidiaries (the group) will be able in the ordinary course of business to pay its debts for a period of 12 (twelve) months after the date of the notice of the AGM
The assets of the group will exceed the liabilities of the group for a period of 12 (twelve) months after the date of the notice of the AGM. For this purpose, the assets and liabilities will be recognised and measured in accordance with the accounting policies used in the latest audited group AFS
The share capital and reserves of the group will be adequate for ordinary business purposes for a period of 12 (twelve) months after the date of the notice of the AGM
The working capital of the group will be adequate for ordinary business purposes for a period of 12 (twelve) months after the date of the notice of the AGM
A resolution by the board will authorise the repurchase and confirm that the group has passed the solvency and liquidity test and that from the date on which the test was last performed, there have been no material changes to the financial position of the group

In terms of the JSE Listings Requirements, the directors of the company hereby state that:

The intention of the company and/or any of its subsidiaries is to use this authority only if, at some future date, the cash resources of the company exceed its requirements. In this regard the directors will take into account, inter alia, an appropriate capitalisation structure for the company, the long-term cash needs of the company, and will ensure that any such use is in the interest of the shareholders
The method by which the company and/or any of its subsidiaries intends to repurchase securities and the date on which such repurchase will take place has not yet been determined

Explanatory note

In terms of the JSE Listings Requirements, the ZSE Listings Requirements, clause 17.1 of the MoI and section 48(2) of the Companies Act, the company may repurchase some of its own shares and a subsidiary company may acquire shares in its holding company (both referred to as a repurchase).

NOTICE OF ANNUAL GENERAL MEETING continued

The reason for special resolution number 3 is to grant the company or any of its subsidiaries a general authority in terms of the Companies Act, the MoI, the JSE Listings Requirements and the ZSE Listings Requirements to implement a repurchase. This authority will be valid until the earlier of (i) the next AGM of the company; (ii) the variation or revocation of such general authority by special resolution by any subsequent meeting of shareholders; or (iii) the expiry of a period of 15 (fifteen) months from the date of passing this special resolution number 3. The passing of this special resolution will have the effect of authorising the company to undertake a general repurchase.

The percentage of voting rights required for special resolution number 3 to be adopted is at least 75% (seventy-five percent) of the voting rights exercised in favour of the resolution by shareholders present at the AGM or represented by proxy and entitled to exercise voting rights on the resolution.

FURTHER DISCLOSURES IN TERMS OF PARAGRAPH 11.26 OF THE JSE LISTINGS REQUIREMENTS

In terms of paragraph 11.26 of the JSE Listings Requirements, the following information is disclosed in the AFS, as follows:

Major shareholders (page 130)
Share capital of the company (page 114)

MATERIAL CHANGES

There has been no material change in the financial or trading position of the company or any of its subsidiaries since the end of the last financial period being, 31 March 2022, to the signature date of this notice of AGM.

DIRECTORS' RESPONSIBILITY STATEMENT

The directors, whose names are given on page 78 of the IAR, collectively and individually accept full responsibility for the accuracy of the information given in this notice, and certify that to the best of their knowledge and belief no facts have been omitted that would make any statement false or misleading, and that all reasonable enquiries to ascertain such facts have been made and that this notice contains all information required by the Companies Act and the JSE Listings Requirements.

VOTING AND PROXIES

Certificated shareholders

Shareholders wishing to participate in and/or vote at the AGM, by means of electronic participation (refer to the information included under the heading "electronic participation by shareholders" of this notice), should ensure beforehand, with the transfer secretaries of the company, being Computershare Investor Services Proprietary Limited, that their shares are in fact registered in their name. Should the shares be registered in another name or in the name of a nominee company, it is incumbent on persons attending the AGM, by means of electronic participation, to make the necessary arrangement with that party to be able to participate in and/or vote on its behalf.

A shareholder is entitled to attend, speak and vote at the AGM or to appoint a proxy or proxies to attend, speak and vote in his/her stead. A proxy need not be a shareholder of the company. For the convenience of shareholders of the company, a form of proxy is enclosed herewith, containing detailed instructions in this regard.

Dematerialised/uncertificated shareholders

Holders of dematerialised shares who have elected "own name" registration may attend, speak and vote at the AGM, by means of electronic participation (refer to the information included under the heading "electronic participation"), or appoint a proxy or proxies to attend, speak and vote in their stead. A proxy need not be a shareholder of the company. For the convenience of shareholders of the company, a form of proxy is enclosed herewith, containing detailed instructions in this regard.

Beneficial owners of dematerialised shares who have not elected "own name" registration and who wish to attend, speak and vote at the AGM by means of electronic participation (refer to the information included under the heading "electronic participation by shareholders" of this notice), require their CSDP or broker to provide them with a letter of representation. Alternatively, they should provide the CSDP or broker with their voting instructions in terms of the relevant custody agreement entered into between them and the CSDP or broker.

If they wish to attend, speak and vote at the AGM, they must ensure that their letters of representation from their CSDP or broker reach the transfer secretaries of the company (acting on behalf of the company), at Rosebank Towers, 15 Biermann Avenue, Rosebank, 2196, South Africa, by not later than 12:00 on Wednesday, 7 September 2022, or are posted to the transfer secretaries (acting on behalf of the company), at Private Bag X9000, Saxonwold, 2132, South Africa or emailed to [email protected] to be received by them by not later than 12:00 on Wednesday, 7 September 2022; provided that the chairperson of the meeting may, in his discretion, accept letters of representation so delivered after 12:00 on Wednesday, 7 September 2022 up until the time of commencement of the AGM.

Proxies

The instrument appointing a proxy and the authority (if any) under which it is signed must reach the transfer secretaries (acting on behalf of the company) by no later than 12:00 on Wednesday, 7 September 2022; provided that the chairperson of the meeting may, in his discretion, accept forms of proxy so delivered after 12:00 on Wednesday, 7 September 2022 up until the time of commencement of the AGM.

On a poll, shareholders will have one vote in respect of each share held.

In terms of section 58 of the Companies Act, shareholders have rights to be represented by proxy as herewith stated. An extract of section 58 of the Companies Act is included in the form of proxy.

NOTICE OF ANNUAL GENERAL MEETING continued

Electronic participation by shareholders

Should any shareholder (or a representative or proxy for a shareholder) wish to participate in and/or vote at the AGM by way of electronic participation, such shareholder must either:

(i) register online using the online registration portal at https://meetnow.global/za, prior to the commencement of the AGM; or
(ii) make a written application (the form of which is attached to this notice) to so participate, by delivering the application form to the transfer secretaries, being Computershare Investor Services Proprietary Limited, at First Floor, Rosebank Towers, 15 Biermann Avenue, Rosebank, 2196, or posting it to Private Bag X9000, Saxonwold, 2132 (at the risk of the shareholder), or sending it by email to [email protected]. so as to be received by the transfer secretaries by no later than 12:00 on Wednesday, 7 September 2022, in order for the transfer secretaries to arrange such participation for the shareholder and for the transfer secretaries to provide the shareholder with the details as to how access to the AGM by means of electronic participation is to be made. Shareholders may still register/apply to participate in and/or vote electronically at the AGM after this date, provided, however, that those shareholders are verified (as required in terms of section 63(1) of the Companies Act) and are registered at the commencement of the AGM.

For the avoidance of doubt, shareholders without "own name" registration must obtain a letter of representation from their CSDP or broker to participate in and/or vote at the AGM by way of electronic means.

Shareholders will be liable for their own network charges in relation to electronic participation in and/or voting at the AGM and it will not be for the expense of the company or the transfer secretaries. Neither the company nor the transfer secretaries will be held accountable in the case of loss of network connectivity or network failure due to insufficient airtime/internet connectivity/ power outages which would prevent a shareholder from participating in and/or voting at the AGM electronically. Accordingly, a shareholder, participating in and/or voting at the AGM by means of electronic participation, acknowledges that he/she will have no claim against the company or the transfer secretaries, whether for consequential damages or otherwise, arising from the use of the electronic platform or any defect in it or from total or partial failure of the electronic platform and connections linking the shareholder via the electronic platform to the AGM.

Kevin Regan Ross Group company secretary

27 July 2022 Sandton

ELECTRONIC PARTICIPATION IN THE AGM

APPLICATION FORM

PPC Ltd

Incorporated in the Republic of South Africa (Registration No: 1892/000667/06) JSE / ZSE share code: PPC ISIN: ZAE000170049 (PPC or the company or the group)

The AGM of the company to be held at 12:00 on Friday, 9 September 2022 will be conducted entirely through electronic participation.

Should any shareholder (or a representative or proxy for a shareholder) wish to participate in and/or vote at the AGM by way of electronic participation, such shareholder must either:

(i) register online using the online registration portal at https://meetnow.global/za, prior to the commencement of the AGM; or
(ii) make a written application (the form of which is attached to this notice) to so participate, by delivering the application form to the transfer secretaries, being Computershare Investor Services Proprietary Limited, at First Floor, Rosebank Towers, 15 Biermann Avenue, Rosebank, 2196, or posting it to Private Bag X9000, Saxonwold, 2132 (at the risk of the shareholder), or sending it by email to [email protected]. so as to be received by the transfer secretaries by no later than 12:00 on Wednesday, 7 September 2022, in order for the transfer secretaries to arrange such participation for the shareholder and for the transfer secretaries to provide the shareholder with the details as to how access to the AGM by means of electronic participation is to be made. Shareholders may still register/apply to participate in and/or vote electronically at the AGM after this date, provided, however, that those shareholders are verified (as required in terms of section 63(1) of the Companies Act, No 71 of 2008 (Companies Act)) and are registered at the commencement of the AGM.

For the avoidance of doubt, dematerialised shareholders without "own name" registration would need to obtain a letter of representation from their CSDP or broker to participate in and/or vote at the AGM by way of electronic means.

ELECTRONIC PARTICIPATION IN THE AGM continued

APPLICATION FORM: ELECTRONIC PARTICIPATION IN THE AGM

Full name of shareholder: ___________________________________________________________
Identity/registration number: ________________________________________________________
Email address: ____________________________________________________________________
Cell number: ______________________________________________________________________
Telephone number: (code): _____________ (number): ___________________________________
Number of ordinary shares in the company: _____________________________________________
Name of CSDP or broker (if shares are held in dematerialised form): _________________________
Contact number of CSDP/broker: _____________________________________________________
Contact person of CSDP/broker: ______________________________________________________
Number of share certificate (if applicable): ______________________________________________
Signed at ________________________ on _________________________________________ 2022
Signature of shareholder: ___________________________________________________________

TERMS AND CONDITIONS FOR PARTICIPATION IN THE AGM VIA ELECTRONIC MEANS

1. Shareholders will be liable for their own network charges in relation to electronic participation in and/or voting at the AGM and it will not be for the expense of the company or the transfer secretaries. Neither the company or the transfer secretaries will be held accountable in the case of loss of network connectivity or network failure due to insufficient airtime/internet connectivity/power outages which would prevent a shareholder from participating in and/or voting at the AGM electronically.
1. The shareholder acknowledges that the electronic platform through which the AGM will be facilitated is provided by third parties and indemnifies the company against any loss, injury, damage, penalty or claim arising in any way from the use of the electronic platform, whether or not the problem is caused by any act or omission on the part of the shareholder or anyone else.
1. A shareholder, participating in and/or voting at the AGM by means of electronic participation, acknowledges by signing this application form, that he/she will have no claim against the company or the transfer secretaries, whether for consequential damages or otherwise, arising from the use of the electronic platform or any defect in it or from total or partial failure of the electronic platform and connections linking the shareholder via the electronic platform to the AGM.
1. An application to participate in the AGM electronically, utilising this application form, will only be deemed successful if this application form, along with the submission of the necessary letter of representation (if applicable), has been completed fully, signed by the shareholder and submitted to the transfer secretaries of the company as detailed above, prior to the commencement of the AGM and such shareholder is verified (as required in terms of section 63(1) of the Companies Act).

FORM OF PROXY

PPC Limited

Incorporated in the Republic of South Africa (Registration No: 1892/000667/06) JSE share code: PPC JSE ISIN: ZAE000170049 ZSE share code: PPC JSE Code: PPC003 JSE ISIN: ZAG000117524 (PPC or the company or the group)

Only for use by registered holders of certificated ordinary shares in the company and the holders of dematerialised ordinary shares in the capital of the company in "own name" form, at the virtual AGM to be held on Friday, 9 September 2022 at 12:00.

Holders of ordinary shares in the company (whether certificated or dematerialised) through a nominee must not complete this form of proxy but should timeously inform that nominee, or, if applicable, their participant or stockbroker of their intention to attend the AGM virtually and request such nominee, participant or stockbroker to issue them with the necessary letter of representation to attend or provide such nominee, participant or stockbroker with their voting instructions should they not wish to attend the AGM virtually but wish to be represented by proxy at the meeting.

I/We	of
(Name and address in block letters)
Telephone number	Cellphone number
Email address
Being a member/s of the above company and holding		ordinary shares
therein, hereby appoint	of	or, failing

the chair of the meeting as my/our proxy to attend, speak and vote for me/us and on my/our behalf or to abstain from voting at the virtual AGM of the company to be on Friday 9 September 2022 at 12:00, and at any postponement or adjournment of that meeting as follows:

		In favour of	Against	Abstain
	Ordinary resolutions
1.	Ordinary Resolution 1.1 – Election of Mr Bjarne Hansen
2.	Ordinary Resolution 1.2 – Election of Mr Daniel Smith
3.	Ordinary Resolution 2.1 – Re-election of Ms Noluvuyo Mkhondo
4.	Ordinary Resolution 2.2 – Re-election of Mr Jabulani Moleketi
5.	Ordinary Resolution 3.1 – Appointment to audit committee – Ms Nonkululeko Gobodo
6.	Ordinary Resolution 3.2 – Appointment to audit committee – Ms Noluvuyo Mkhondo
7.	Ordinary Resolution 3.3 – Appointment to audit committee – Mr Mark Richard Thompson
8.	Ordinary Resolution 4 – Appointment of external Auditor PricewaterhouseCoopers
9.	Ordinary Resolution 5.1 – Non-binding advisory vote – Remuneration Policy
10.	Ordinary Resolution 5.2 – Non-binding advisory vote – Remuneration ImplementationReport
11.	Ordinary Resolution 6 – General authority to issue shares for cash
12.	Ordinary Resolution 7 – Authority to implement resolutions

FORM OF PROXY continued

		In favour of	Against	Abstain
	Special resolutions
1.	Special Resolutions 1.1 – Financial Assistance – Section 44
	Special Resolutions 1.2 – Financial Assistance – Section 45
2.	Special Resolution 2.1 – Remuneration – Board chairman
	Special Resolution 2.2 – Remuneration – Non-executive director
	Special Resolution 2.3 – Audit and risk committee chairman
	Special Resolution 2.4 – Audit and risk committee – Member
	Special Resolution 2.5 – Social and ethics committee – Chairman
	Special Resolution 2.6 – Social and ethics committee – Member
	Special Resolution 2.7 – Rewards and talent committee – Chairman
	Special Resolution 2.8 – Rewards and talent committee – Member
	Special Resolution 2.9 – Strategy and investment committee – Chairman
	Special Resolution 2.10 – Strategy and investment committee – Member
	Special Resolution 2.11 – Special meetings – Chairman
	Special Resolution 2.12 – Special meetings – Member
3.	Special Resolution 3 – General authority to repurchase shares

Insert an X in the relevant spaces above according to how you wish your votes to be cast. However, if you wish to cast your votes in respect of a lesser number of ordinary shares than you own in the company, insert the number of ordinary shares held in respect of which you desire to vote (see note 2).

Signed at	on	2022
Signature/s
Assisted by (where applicable)

Each member is entitled to appoint a proxy (who need not be a member of the company) to attend, speak and vote in place of that member at the AGM.

Please read the notes on the proxy overleaf.

SUMMARY OF THE RIGHTS OF A SHAREHOLDER

TO BE REPRESENTED BY PROXY IN TERMS OF SECTION 58 OF THE COMPANIES ACT, READ WITH THE COMPANY'S MEMORANDUM OF INCORPORATION

1. The form of proxy must only be used by shareholders who hold shares in certificated form or who are recorded on the sub-register in electronic form in "own name".
1. All other beneficial owners who have dematerialised their shares through a CSDP or broker and wish to attend the AGM must provide the CSDP or broker with their voting instructions in terms of the relevant agreement entered into between them and the CSDP or broker.
1. A shareholder entitled to attend and vote at the AGM may insert the name of a proxy or the names of two or more alternate proxies of the shareholder's choice in the space provided, with or without deleting "the chairperson of the AGM". The person whose name stands first on the form of proxy and who is present at the AGM will be entitled to act as proxy to the exclusion of such proxy(ies) whose names follow.
1. A shareholder is entitled to one vote on a show of hands and, on a poll, one vote in respect of each ordinary share held. A shareholder's instructions to the proxy must be indicated by inserting the relevant number of votes exercisable by that shareholder in the appropriate space provided. If an "X" (cross) or a tick has been inserted in one of the blocks to a particular resolution, it will indicate the voting of all the shares held by the shareholder concerned. Failure to comply with this will be deemed to authorise the proxy to vote or to abstain from voting at the AGM as he/she deems fit in respect of all the shareholder's exercisable votes. A shareholder or the proxy is not obliged to use all the votes exercisable by the shareholder or by the proxy, but the total of the votes cast and in respect of which abstention is recorded may not exceed the total of the votes exercisable by the shareholder or the proxy.
1. A vote given in terms of an instrument of proxy will be valid in relation to the AGM despite the death, insanity or other legal disability of the person granting it, or the revocation of the proxy, or the transfer of the shares in respect of which the proxy is given, unless notice on any of the noted matters has been received by the transfer secretaries not less than 48 (forty-eight) hours before the start of the AGM.
1. If a shareholder does not indicate on this form that his/her proxy is to vote in favour of or against any resolution or to abstain from voting, or gives contradictory instructions, or should any further resolution(s) or any amendment(s) which may properly be put before the AGM be proposed, such proxy shall be entitled to vote as he/she thinks fit.
1. The chairperson of the AGM may reject or accept any form of proxy which is completed and/or received other than in compliance with the Act, the MoI and these notes.
1. A shareholder's authorisation to the proxy including the chairperson of the AGM, to vote on such shareholder's behalf, will be deemed to include the authority to vote on procedural matters at the AGM.
1. The completion of a form of proxy does not preclude any shareholder attending the AGM.
1. Documentary evidence establishing the authority of a person signing the form of proxy in a representative capacity must be attached to this form of proxy, unless previously recorded by the company's transfer secretaries or waived by the chairperson of the AGM.
1. A minor or any other person under legal incapacity or limited capacity must be assisted by his/her parent or guardian, as applicable, unless the relevant documents establishing his/her capacity are produced or have been registered by the transfer secretaries of the company.
1. Where there are joint holders of shares:
- 12.1 Any one holder may sign the form of proxy; and
- 12.2 The vote(s) of the senior shareholder (for that purpose seniority will be determined by the order in which the names of shareholders appear in the company's register of shareholders) who tenders a vote (whether in person or by proxy) will be accepted to the exclusion of the vote(s) of the other joint shareholder(s).
1. Forms of proxy should be lodged with or mailed to the transfer secretaries, Computershare, Private Bag X9000, Saxonwold, 2132 South Africa or Rosebank Towers, 15 Biermann Avenue, Computershare; 1st Floor, Rosebank, 2196 South Africa Phone: +27 11 370-5000 Fax: +27 11 688-5238 email [email protected] and for Zimbabwean PPC shareholders, Corpserve Registrars Private Limited 2nd Floor, ZB Centre, Kwame Nkrumah Ave, P O Box 2208, Harare, Zimbabwe Phone: +263 4758193 | Cell: +263 772 422 457. To enable the orderly arrangement of matters on the day of the AGM, shareholders appointing proxies are urged (but are not required) to submit the forms of proxies so as to be received by no later than 12:00 on Wednesday 7 September 2022 (or 48 (forty-eight) hours before any adjournment of the AGM which date, if necessary, will be notified on SENS).

CURRICULA VITARUM

Phillip Jabulani Moleketi (65)

Independent chair Qualifications: MSc Financial Economics (University of London) Appointed March 2018

Areas of expertise and contribution: Experience in the fields of finance and economics including having previously held the position of Deputy Minister of Finance from 2004 to 2008 Other directorships: Remgrow, Harith General Partners

Roland van Wijnen (51)

Chief executive officer (CEO)

Qualifications: Venture capital and private equity (IE Business School), senior management and leadership (IMD), General Manager Programme (Harvard Business School), industrial engineering (Twente University)

Appointed October 2019

Areas of expertise and contribution: Strategy design and execution, project management and consulting, budgets, profit and loss and cash flow management, acquisition and restructuring, post-merger integration, customer value management, supply chain and manufacturing, international trading and shipping, quality control and compliance, back-office optimisation and shared services, and employee engagement Other directorships: none

Brenda Berlin (57)

Chief Financial Officer (CFO) Qualifications: Bachelor of Commerce, Bachelor of Accounting and CA(SA) Appointed April 2021

Areas of expertise and contribution: Deep mining sector experience across multicommodities >25 years, Strategy formulation, Multiple merger and acquisition experience, CFO of second largest platinum producer for seven years, Many successful large finance raisings Other directorships: none

Anthony Charles Ball (63) Independent NED

Qualifications: BCom (Hons) (University of Cape Town), MPhil (management studies) (Oxford University), CA(SA)

Appointed March 2018

Areas of expertise and contribution: Extensive experience in business building as well as investment skills Other directorships: Value Capital Partners, Allied

Electronics Corporation, Real Foods, Lesaka Technologies Inc

Nonkululeko Gobodo (61)

Independent NED Qualification: CA(SA), BCompt (Hons) Appointed February 2017

Areas of expertise and contribution: Accounting, auditing, advisory, mergers and acquisitions, entrepreneurship and leadership consulting Other directorships: Shoprite Holdings, Lesaka Technologies Inc

Bjarne Moltke Hansen (60) Independent NED

Qualifications: BSc (engineering), Young Managers Program, INSEAD Appointed November 2021

Areas of expertise and contribution: Growing businesses, strategy, acquisitions and divestments, rightsizing businesses, people and team development, cultures, communication Other directorships: Aalborg Portland Holding A/S, Bladt Holding A/S, Randers Tegl A/S, Pindstrup Mosebrug A/S, RM Richard Müller A/S

Kunyalala Maphisa (47) Independent NED

Qualification: Leadership Programme, African Leadership Institute, Oxford University, UK, BA (Industrial Relations and Public Administration), University of Cape Town, LLB, University of Cape Town, LLM (International Trade Law), University of Cape Town

Appointed February 2021

Areas of expertise and contribution: Legal, mergers and acquisitions, African continent experience and network, BBBEE, cross-border transacting, and investment management Other directorships: University of Cape Town

Noluvuyo Mkhondo (38) Independent NED

Qualification: BAcc (University of the Witwatersrand), MBA (London Business School), CA(SA)

Appointed March 2018

Areas of expertise and contribution: Investment banking and corporate finance experience, including mergers and acquisition, investment evaluation, strategic long-term financial planning and cross-border transactions Other directorships: Novus Holdings, Value

Capital Partners, Metair Investments

Charles Naude (66)

Independent NED

Qualifications: BSc (Hons) (geology, chemistry) (University of Pretoria), MBL (Unisa) Appointed January 2015

Areas of expertise and contribution: Cement and materials manufacturing, logistics, sales and marketing, strategy, leadership, people management, risk management, project management

Other directorships: none

Daniel Smith (50)

Independent NED

Qualifications: BAcc (Hons), H.Dip.Tax (Wits), Dip. Strategic Client Mgmt (UCT GSB), CA (SA) Appointed July 2022 (effective 1 October 2022)

Areas of expertise and contribution: Investment banking and advisory, corporate finance,

investment and capital allocation, mergers and acquisitions, equity capital markets, listings, de-listings, restructuring, BEE private equity, industry experience in the construction, property, industrials, financial services, consumer and hospitality sectors, significant pan-African and international experience.

Other directorships: Value Capital Partners (Proprietary) Limited; DLS Advisors (Proprietary) Limited

Mark Richard Thompson (69)

Independent NED Qualifications: BCom, LLB, BAcc, CA(SA) Appointed May 2019

Areas of expertise and contribution: Private equity, industry and construction, international finance, general business and accounting Other directorships: Hudaco Industries, Sasfin Bank, Bravo Group, Rockwood Private Equity, Thelo Rolling Stock Leasing

NOTICE TO ZIMBABWEAN SHAREHOLDERS

PPC

To all our Zimbabwean shareholders

Dear Shareholder

Please indicate your choice of receiving communication from PPC. Important – please read and choose from the options below.

PPC is able to communicate shareholder information to you electronically using emails. Electronic communication has a number of significant benefits for shareholders and the company:

Cost effective: less printing and postage saves money for the company and shareholders
Fast: get all the latest shareholder communication simply by clicking on a link
Secure: your documents cannot be lost in the post or read by others

Option A – sign up for electronic communications

If you wish to receive electronic communications, please cross the box and provide us with your email address below:

Please print email address ________________________________________________________________

Option B – receive printed communications in the post

If you wish to receive your integrated report and accounts or other shareholder information in a printed format, please cross the box and provide us with your current address below: Please print address _____________________________________________________________________

If you do nothing

If you do not indicate your preference to the company's registrar, you will not receive shareholder communications by post in the future
You may at any time request a printed copy of any shareholder communication

Sign here – your instructions to be executed, this section must be signed.

I/we authorise you to act in accordance with my/our instructions set out above. I/we acknowledge that these instructions supersede and have priority over all previous instructions.

Shareholder signature(s)

If you are signing this form in a representative capacity, please indicate in which capacity

Name of representative Capacity of representative

Date

Please submit or post your completed and signed form to:

Corpserve Registrars (Private) Limited, 2nd Floor, ZB Centre, Corner 1st and Kwame Nkrumah Avenue, Harare. PO Box 2208, Harare or email your signed scanned copy to: [email protected] or [email protected].

If you have any questions, please contact Corpserve Registrars (Private) Limited on +263 (04) 751 559/61.

celebrating 130 years of unshakeable

Audited annual financial statements 2022

FINANCIAL STATEMENTS

1 Approval of the financial statements
2 Chief executive officer and chief financial officer (financial director) responsibility statement
3 Certificate by company secretary
3 Preparer of the financial statements
4 Independent auditor's report
8 Directors' report
16 Audit, risk and compliance committee report
19 Consolidated statement of financial position
20 Consolidated statement of profit or loss
21 Consolidated statement of other comprehensive income
22 Consolidated statement of changes in equity
23 Consolidated statement of cash flows
24 Segmental information
26 Notes to the consolidated financial statements
103 Company statement of financial position
104 Company statement of profit or loss
105 Company statement of other comprehensive income
106 Company statement of changes in equity
107 Company statement of cash flows
108 Notes to the company financial statements
129 PPC Ltd shareholder analysis
131 Corporate information

feedback

We encourage feedback on our integrated reporting suite.

Kindly direct feedback to the group company secretary,

Mr Kevin Ross [email protected] +27(11) 386 9585

Details for obtaining copies of the integrated report from the PPC group company secretary can be found on the inside back cover of the integrated report.

www.ppc.africa

APPROVAL OF THE FINANCIAL STATEMENTS

for the year ended 31 March 2022

The directors of PPC Ltd (the company) and PPC Ltd and its subsidiaries (the group) are responsible for the preparation of the annual financial statements that fairly present the state of affairs of the company and group as at the end of the financial year and of the profit or loss and cash flows for that year in accordance with International Financial Reporting Standards (IFRS) and per the requirements of the Companies Act 71 of 2008 (Companies Act). The directors of the company are responsible for the maintenance of adequate accounting records and the preparation and integrity of the annual financial statements and related information.

The directors are responsible for the systems of internal control. These are designed to provide reasonable but not absolute assurance as to the reliability of the annual financial statements and to adequately safeguard, verify and maintain accountability for assets, and to prevent and detect material misstatements and loss. The systems are implemented and monitored by suitably trained personnel with appropriate segregation of authority and duties.

The internal audit function is led by the group internal audit executive and comprises internal employees and external resources where required. It serves management and the board of directors (board) by performing, amongst other things, an independent evaluation of the adequacy and effectiveness of risk management, internal controls and financial reporting mechanisms.

The group continues to address control weaknesses identified. However, the group's improved system of internal controls, supplemented where necessary by compensating procedures continues to provide a reasonable basis for the preparation of reliable annual financial statements in all material aspects.

The annual financial statements have been prepared in accordance with IFRS, the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee and the Financial Pronouncements as issued by the Financial Reporting Standards Council and the requirements of the Companies Act and are based on appropriate accounting policies, supported by reasonable judgements. These accounting policies have been applied consistently compared to the prior year.

The annual financial statements have been compiled under the supervision of B Berlin CA(SA) (chief financial officer) and have been audited in terms of section 29(1) of the Companies Act.

The directors are of the opinion that the company and the group have adequate resources to continue in operation for the foreseeable future based on forecasts and available cash resources and accordingly the annual financial statements have been prepared on a going concern basis (refer to note 36, and, in the case of the company, note 25).

It is the responsibility of the external auditor to express an opinion on the company and group annual financial statements. For their unmodified report to the shareholders of the company and group, refer to the independent auditor's report.

The annual financial statements of the company and the group for the year ended 31 March 2022 as set out on pages 1 to 130 were approved by the board of directors at its meeting held on 1 July 2022 and are signed on its behalf by:

PJ Moleketi R van Wijnen B Berlin

Chairman Chief executive officer Chief financial officer

CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER (FINANCIAL DIRECTOR) RESPONSIBILITY STATEMENT

The directors, whose names are stated below, hereby confirm that:

(a) The annual financial statements set out on pages 1 to 130, fairly present in all material respects the financial position, financial performance and cash flows of PPC Ltd and its consolidated subsidiaries in terms of International Financial Reporting Standards (IFRS);
(b) No facts have been omitted or untrue statements made that would make the consolidated and separate annual financial statements false or misleading;
(c) Internal financial controls have been put in place to ensure that material information relating to PPC Ltd and its consolidated subsidiaries have been provided to effectively prepare the consolidated and separate annual financial statements of PPC Ltd; and
(d) The internal financial controls are adequate and effective and can be relied upon in compiling the consolidated and separate annual financial statements, having fulfilled our role and function within the combined assurance model pursuant to principle 15 of the King IV Code on Corporate GovernanceTM * (King IV). Where we are not satisfied, we have disclosed to the audit, risk and compliance committee (ARCC) and the auditors the deficiencies in design and operational effectiveness of the internal financial controls and any fraud that involves directors, and have taken the necessary remedial action.

R van Wijnen B Berlin Chief executive officer Chief financial officer

The directors confirm that remedial action in respect of the deficiencies reported to the audit risk and compliance committee and the auditor, as referred to above, commenced in the prior financial year and is ongoing. Refer to the report by the audit risk and compliance committee on page 16 for further details.

* Copyright and trademarks are owned by the Institute of Directors in Southern Africa NPC and all of its rights are reserved.

CERTIFICATE BY COMPANY SECRETARY

In terms of section 88(2)(e) of the Companies Act 71 of 2008, as amended, I certify that PPC Ltd has lodged with the Companies and Intellectual Property Commission all such returns as are required of a public company in terms of the Companies Act and that such returns are true, correct and up to date.

K Ross Company secretary 1 July 2022

PREPARER OF THE FINANCIAL STATEMENTS

These financial statements have been prepared under the supervision of the chief financial officer, B Berlin CA(SA).

B Berlin Chief financial officer 1 July 2022

INDEPENDENT AUDITOR'S REPORT

TO THE SHAREHOLDERS OF PPC LIMITED

REPORT ON THE AUDIT OF THE CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS

OPINION

We have audited the consolidated and separate financial statements of PPC Limited (the Group and Company) set out on pages 19 to 128, which comprise the consolidated and separate statements of financial position as at 31 March 2022, and the consolidated and separate statements of profit or loss, the consolidated and separate statements of other comprehensive income, the consolidated and separate statements of changes in equity and the consolidated and separate statements of cash flows for the year then ended, and notes to the consolidated and separate financial statements, including a summary of significant accounting policies.

In our opinion, the consolidated and separate financial statements present fairly, in all material respects, the consolidated and separate financial position of PPC Limited and its subsidiaries as at 31 March 2022, and its consolidated and separate financial performance and consolidated and separate cash flows for the year then ended in accordance with International Financial Reporting Standards and the requirements of the Companies Act of South Africa.

BASIS FOR OPINION

We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Consolidated and Separate Financial Statements section of our report. We are independent of the Group and Company in accordance with the Independent Regulatory Board for Auditors' Code of Professional Conduct for Registered Auditors (IRBA Code) and other independence requirements applicable to performing audits of financial statements in South Africa.

We have fulfilled our other ethical responsibilities in accordance with the IRBA Code and in accordance with other ethical requirements applicable to performing audits in South Africa. The IRBA Code is consistent with the corresponding sections of the International Ethics Standards Board for Accountants' (IESBA) International Code of Ethics for Professional Accountants (including International Independence Standards) (IESBA Code). We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

KEY AUDIT MATTERS

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the consolidated and separate financial statements of the current period. These matters were addressed in the context of our audit of the consolidated and separate financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

KEY AUDIT MATTER HOW THE MATTER WAS ADDRESSED IN THE AUDIT

How the matter was addressed in the audit:

Our procedures to respond to the impact of the restructuring of SA debt on the consolidated financial position of the group and the sale of PPC Lime and PPC Aggregate Quarries Botswana included:

Entrusting the audit work to senior personnel and personnel with specialised experience
Assessing the design and implementation of relevant controls on management's monitoring of the group's solvency and liquidity position and the budgeting and forecasting process
Challenging and critically assessing the assumptions made by management in the budgeting and forecast process for each business unit, against independent observable data and historical performance
Inspecting and assessing the amended, restated facilities agreements with the SA lenders
Assessing the fulfilment of the conditions precedent to the sale of PPC Lime per the share purchase agreement and relevant addenda
Assessing the fulfilment of conditions precedent to the sale of PPC Aggregate Quarries Botswana per the share purchase agreement
Confirming the nature and timing of the proceeds receivable by PPC for the disposal of these non-core businesses
Substantively testing the directors' cash flow forecasts for an appropriate forward looking period, ensuring that the value and timing of forecasted cashflows agreed to the cashflows contractually required by the lenders and secured from the purchasers of the businesses
Assessing management's base case in their forecast to determine if solvency and liquidity is forecast for an appropriate period
Performing stress and scenario analyses over the directors' cashflow forecasts and determining the breakpoint of liquidity for key variables being sales volumes, pricing, and facilities maturity

Resolution of prior year Material Uncertainties relating to the Going Concern assumption (consolidated and separate)

The prior year audited consolidated and separate financial statements for the PPC group and company, it was disclosed that certain material uncertainties existed that may cast significant doubt over the group and company's ability to continue operating as a going concern. These material uncertainties arose due to the fact that the group's consolidated current liabilities exceeded its consolidated current assets, and the group's process to reduce and re-structure its debt, was ongoing.

The group's endeavours to restore a sustainable debt capacity at this point included:

The refinancing of short and long-term facilities with the SA lenders
Injections of cash onto the SA obligor group's balance sheet via the sale of non-core businesses (namely PPC Lime and PPC Aggregate Quarries Botswana)

We draw attention to the current year consolidated statement of financial position, note 20 on the disposal of subsidiaries and note 36 on the going concern considerations included in the consolidated financial statements (and note 25 in the separates), which indicate that the material uncertainties casting doubt over the group and company's ability to operate as a going concern have been resolved as follows:

Entering into amended and restated binding short and long-term facility agreements with the SA lenders, restoring a positive current ratio to the consolidated statement of financial position
PPC Lime and PPC Aggregate Quarries Botswana have been sold for sufficient cash to reduce debt to sustainable levels (R464 million and R64 million respectively, of which R504 million had been received before year-end)

independent auditor's report continued

Resolution of prior year Material Uncertainties relating to the Going Concern assumption (consolidated and separate) continued

Due to the significant and pervasive impact the going concern assumption has on financial reporting, and the quantum and complexity of each transaction concluded to effectively restore the going concern position of the group, we consider this to be a Key audit matter.

Significant deficiencies in internal controls over financial reporting

International Accounting Standard ("IAS") 1: Presentation of Financial Statements, provides the requirements to be applied in preparing and presenting general purpose financial statements in accordance with International Financial Reporting Standards ("IFRS"). Strong internal controls over the financial reporting process are key to ensuring that financial statements are reliable and fairly presented.

In the prior years, the directors reported to shareholders that their review of internal controls, supported by the review of their internal auditors, indicated significant deficiencies in internal controls, including controls over financial reporting.

In the current year, continued progress was made in improving the control environment particularly in the design and implementation of financial reporting controls across the group. It is our view that whilst progress has been made, deficiencies in certain aspects of the internal control environment are still prevalent. Not all controls were operating effectively and remediation of identified control deficiencies is in progress. Further, controls over non-routine transactions were not always effective, and therefore did not always identify errors in a timely manner.

Due to the significant and pervasive impact the internal controls have on financial reporting we adopted a largely substantive audit approach in our audit of the financial statements. This impacted the overall efficiency, level of expertise and effort associated with the audit, we consequently consider this to be a Key audit matter.

KEY AUDIT MATTER HOW THE MATTER WAS ADDRESSED IN THE AUDIT

How the matter was addressed in the audit: continued

Assessing the directors' disclosures of disposals of subsidiaries against the requirements of IFRS
Assessing the directors' disclosures of the going concern assessment against the requirements of IFRS

In respect of the resolution of significant material uncertainties over the going concern assumption, we concur with management's assessment that the Group is a going concern. PPC's consolidated continuing operations are commercially and factually solvent and liquid. Current assets exceed current liabilities by R925m. Total assets exceed total liabilities by R7.6b.

How the matter was addressed in the audit:

Our procedures to respond to the impact of the deficiencies in internal controls over financial reporting included:

Executing focused substantive procedures at component and group level, placing no reliance on internal controls
Focusing procedures on financial closing procedures at component level
Focusing procedures on non-routine transactions
Assessing the journal entries processed at component level and as part of the consolidation
Holding regular meetings with our financially significant scoped in component auditors, in particular the reviewing of their error schedules and the corrections made as a result of the errors identified. We obtained an understanding of the nature and cause of the errors to evaluate whether the audit approach was sufficiently altered to address the potential impact on other account balances or other components
Re-performing procedures on management's calculations in support of the different levels of aggregation in the consolidation process
Assessing the adequacy of the disclosures with reference to detailed IFRS checklists, and involved our internal IFRS specialists in our initial reviews of the financial statements
Extensive involvement from senior audit personnel as part of our audit

Based on the audit procedures performed and the level of expertise and effort associated with the current year audit, we are satisfied that our audit procedures were sufficient to mitigate the impact of the deficiencies in the controls over financial reporting.

independent auditor's report continued

Impairment assessment of specific property, plant and equipment, and other intangible assets

As disclosed in notes 2, 4 and 21 of the consolidated financial statements the group's property, plant and equipment ("PPE") and other intangible assets have been assessed for impairment in terms of IAS 36 – Impairment of assets ("IAS 36"). In terms of IAS 36, management shall assess whether at the end of each reporting period there is any indication that an asset may be impaired. If any such indication exists, the entity shall estimate the recoverable amount of the asset.

The directors performed an impairment assessment over the PPE and other intangible assets relating to the Port Elizabeth ("PE") cash generating unit ("CGU") for PPC Cement SA, by assessing the recoverable amount of the CGU through the determination of the value-in-use amounts ("VIU") and comparing this to their carrying amounts at 31 March 2022. The VIU for the CGU was determined using a discounted cash flow model. The PE CGU was impaired by R68m as disclosed in note 21.

We considered the impairment of the CGUs to be a key audit matter due to the significant Directors' judgement applied along with significant estimation in determining the value-in-use of the CGUs and selecting the appropriate key inputs of:

Revenue growth rates on volumes and selling prices;
Earnings Before Interest Tax Depreciation and Amortisation ("EBITDA") margins; and
Weighted average cost of capital ("WACC rates").

Additionally, the directors performed an impairment assessment over the PPE and other intangible assets relating to the Readymix Gauteng and Aggregates Quarries CGUs relating to Materials business, by assessing the recoverable amount of these CGUs through the determination of the VIU and comparing these to their carrying amounts at 31 March 2022. The VIUs for these CGUs were determined using a discounted cash flow model. These CGUs were impaired in the prior year. In the current year the VIUs for these CGUs exceeded their carrying amounts resulting in the reversal of R89m of impairments that were incurred in the prior year.

Furthermore, the directors performed an impairment assessment over the PPE and other intangible assets relating to the Democratic Republic of Congo ("DRC") CGU. The VIU for the DRC CGU exceeded its carrying amount and an impairment reversal of R214m was recognised under IFRS 5 for this CGU as disclosed in note 8.

We considered the impairment reversal assessment of this CGU to be a matter of most significance and a key audit matter due to the significant Directors' judgement applied along with significant estimation in determining the VIU of the CGU and selecting the appropriate key inputs of: revenue growth rates; EBITDA margins; WACC rates and terminal values.

OTHER INFORMATION

The directors are responsible for the other information. The other information comprises the information included in the document titled "Audited Annual Financial Statements 2022", which includes the Directors' Report, the Audit Risk and Compliance Committee's Report, the Certificate by Company Secretary as required by the Companies Act of South Africa and the Chief Executive Officer and Chief Financial Officer (Financial Director) Responsibility Statement, which we obtained prior to the date of this report, and the Annual Report,

KEY AUDIT MATTER HOW THE MATTER WAS ADDRESSED IN THE AUDIT

How the matter was addressed in the audit

Our audit procedures included the following:

Assessing the design and implementation of relevant controls on management's budgeting and forecasting approval process.
Challenging and assessing assumptions used in determining the number of CGUs in each segment
Evaluating whether the VIU model used by the directors complies with the requirements of IAS 36
Robustly challenging and reviewing the key assumptions and inputs made by the directors in estimating future cash flows, with particular focus on revenue growth rates, EBITDA margins and terminal growth rates
Engaged our internal corporate finance specialists to assist with validating the assumptions used to calculate the discount rates and recalculating these rates
Reviewing the appropriateness of the disclosure in the consolidated financial statements.

We found that the assumptions used by the directors were comparable with historical performance and the expected future outlook and the discount rates used were appropriate in the circumstances. The expected future outlook is based on current evidence available.

which is expected to be made available to us after that date. The other information does not include the consolidated and separate financial statements and our auditor's report thereon.

Our opinion on the consolidated and separate financial statements does not cover the other information and we do not and will not express an audit opinion or any form of assurance conclusion thereon. In connection with our audit of the consolidated and separate financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially

independent auditor's report continued

inconsistent with the consolidated and separate financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed on the other information obtained prior to the date of this auditor's report, 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.

RESPONSIBILITIES OF THE DIRECTORS FOR THE CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS

The directors are responsible for the preparation and fair presentation of the consolidated and separate financial statements in accordance with International Financial Reporting Standards and the requirements of the Companies Act of South Africa, and for such internal control as the directors determine is necessary to enable the preparation of consolidated and separate financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated and separate financial statements, the directors are responsible for assessing the Group's and the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group and/or the Company or to cease operations, or have no realistic alternative but to do so.

AUDITOR'S RESPONSIBILITIES FOR THE AUDIT OF THE CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS

Our objectives are to obtain reasonable assurance about whether the consolidated and separate financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated and separate financial statements.

As part of an audit in accordance with ISAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the consolidated and separate 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 and 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 directors' use of the going concern basis of accounting and based on the audit evidence obtained, whether a material uncertainty exists related to events

or conditions that may cast significant doubt on the Group's and the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated and separate financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group and/or the Company to cease to continue as a going concern.

Evaluate the overall presentation, structure and content of the consolidated and separate financial statements, including the disclosures, and whether the consolidated and separate financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

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 to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.

From the matters communicated with the directors, we determine those matters that were of most significance in the audit of the consolidated and separate financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

In terms of the IRBA Rule published in Government Gazette Number 39475 dated 4 December 2015, we report that Deloitte & Touche has been the auditor of PPC Limited for 20 years.

Deloitte & Touche

Registered Auditor Per: Cathryn Emslie Partner 1 July 2022

5 Magwa Crescent Waterfall City Waterfall Johannesburg

DIRECTORS' REPORT

for the year ended 31 March 2022

The PPC board of directors has pleasure in presenting its report on the financial statements of the company and group for the year ended 31 March 2022.

NATURE OF THE BUSINESS

PPC Ltd, its subsidiaries and equity-accounted investments operate in Africa as producers of cement, aggregates, readymix and fly ash.

The principal activities of the group remain unchanged from the previous reporting period.

REVIEW OF OPERATIONS AND FINANCIAL RESULTS

REVIEW OF OPERATIONS

The group, in accordance with IFRS 5 – Non-current assets held for sale, continues to account for PPC Barnet as a discontinued operation. Accordingly, the assets, liabilities and profit or loss are reported separately in the financial statements for the year ended 31 March 2022. For the year ended 31 March 2021, PPC Barnet, PPC Lime and Botswana Aggregates were all accounted for as discontinued operations. During the year under review, PPC Lime and Botswana Aggregates were sold with effect from 30 September 2021 and 16 September 2021 respectively. Regarding PPC Barnet, binding long-form agreements for the restructure of the senior lender debt were signed on 19 April 2022 and all the conditions precedent were met on 29 April 2022, from which date PPC will cease to consolidate PPC Barnet.

GROUP PERFORMANCE

Group revenue for the 12 months ended 31 March 2022 increased by 11% to R9 882 million (March 2021: R8 938 million). Excluding Zimbabwe, group revenue increased by 5%. Revenue in PPC Zimbabwe increased by 34% off the back of a 28% increase in volumes.

Total costs, being cost of sales together with administration and other operating expenditure, increased by 19% to R9 360 million (March 2021: R7 887 million). The increase in total costs is significantly affected by an increase in PPC Zimbabwe's costs of 85%. Other than continuing hyperinflation and the 42% depreciation of the Zimbabwean dollar (ZWL) against the South African rand, the most significant line item was an increase in PPC Zimbabwe's depreciation expense to R386 million (March 2021: R24 million) due to the application of the effective rate method of hyperinflating depreciation in the current year. Costs, excluding depreciation and PPC Zimbabwe, increased by 7% with efficiency gains offsetting input cost inflation.

Profit before tax from continuing operations decreased from R1 765 million to R186 million, due to the items set out below:

PPC Zimbabwe incurred a loss before tax of R67 million (March 2021: R263 million profit)
Excluding PPC Zimbabwe's portion, fair value adjustments and foreign exchange movements resulted in a gain of R18 million (March 2021: R148 million loss)
Impairments of R38 million (March 2021: R1 317 million reversal)
An IFRS 2 Share-based payment charge of R36 million (March 2021: R21 million).

Excluding the above in both the current and the prior year, operating profit from continuing operations would have decreased by R43 million or 11%.

Finance costs decreased by 15% to R240 million (March 2021: R283 million) due to lower average borrowings. Finance costs in South Africa decreased by 4% to R155 million (March 2021: R161 million), while finance costs in the international operations decreased by 30% to R85 million (March 2021: R122 million).

The group taxation charge for the year amounted to R207 million relative to a charge of R742 million in March 2021.

Discontinued operations, which include PPC Barnet for the full year and PPC Lime and Botswana Aggregates until 30 September and 16 September 2021 respectively, generated a profit of R158 million (March 2021: R1 141 million loss) for the year. The most significant change year-on-year was an impairment of R761 million in the prior year compared to a reversal of R215 million in the current year for PPC Barnet at the consolidated level to reflect the economic position post the restructuring agreements entered into on 31 March 2021.

Earnings per share (EPS) for the period from continuing operations decreased to a loss of 5 cents (March 2021: 65 cents) while headline earnings per share from continuing operations (HEPS) were a loss of 3 cents (March 2021: 3 cents profit).

Group earnings before interest, tax, depreciation and amortisation (EBITDA) decreased by 7% to R1 493 million (March 2021: R1 598 million) with an EBITDA margin of 15,1% (March 2021: 17,9%). Excluding PPC Zimbabwe, the group's EBITDA from continuing operations decreased by 2%.

Cash generated from continuing operations before working capital changes decreased by 3% to R1 516 million (March 2021: R1 559 million). Stringent working capital management resulted in cash generated from continuing operations increasing by 6% to R1 454 million (March 2021: R1 375 million). Cash generation and preservation remains is a key performance measure for PPC.

Net cash outflow from investing activities reduced to R72 million (March 2021: R392 million) mainly due to the receipt of R503 million in cash from the disposal of PPC Lime and Botswana Aggregates offset to some extent by an increase in investments in property, plant and equipment of R186 million. Net cash inflow before financing activities improved to R973 million (March 2021: R973 million).

Gross debt amounted to R1 581 million on 31 March 2022 (March 2021: R2 628 million). The R1 047 million decline in gross debt comprises a reduction of borrowings in South Africa of R692 million, CIMERWA of R216 million and PPC Zimbabwe of R139 million.

CEMENT SOUTH AFRICA AND BOTSWANA

Cement sales volumes in the region for the 12 months ended 31 March 2022 were in line with the prior year as demand normalised from a high base. Relative to the 12 months ended 31 March 2020 (pre-COVID-19), cement sales volumes increased by 5% to 9%. South Africa and Botswana cement sales continue to benefit from demand growth in the informal and rural markets, albeit at a "normalised" rate following the post-COVID-19 lockdown spike in demand. Cement sales volumes in the inland region also benefited from pockets of demand from industrial construction and mining activity. As a result, inland region cement sales volumes exceeded pre-COVID-19 levels. Cement sales volumes in the coastal region experienced low single-digit year-on-year demand growth due to a partial recovery in industrial construction demand. However, despite the improvement in demand, cement sales in the region are still below pre-COVID-19 levels.

PPC is well positioned to benefit from a potential boost in cement demand once the government's infrastructure programme gathers momentum. However, PPC has yet to experience any meaningful uplift in cement sales from this programme except for limited road construction and rehabilitation activity. The group can immediately make additional capacity available to capture any upswing in demand.

Cement and clinker imports, mainly from Vietnam, increased by 19% year-on-year and currently exceeds pre-COVID-19 levels. PPC estimates that imports account for approximately 10% of South African cement sales volumes. PPC and the industry continue to engage with the relevant authorities for relief against unfair competition from imports, which threatens the financial sustainability of a vital component of the manufacturing and construction sector and erodes the industry's ability to maintain jobs. PPC is committed to working with all parties within the parameters of the prevailing competition laws to achieve a expeditious outcome.

PPC implemented average price increases of 4% to 7% year-on-year, which partially offset input cost inflation. However, realised selling prices increased by 5% year-on-year due to a change in product mix and a depreciation of the Botswana pula against the South African rand.

For the 12 months ended 31 March 2022, South Africa and Botswana cement revenue increased by 4% to R5 415 million (March 2021: R5 196 million). Relative to the comparable period in 2020, revenue increased by 12%. EBITDA reduced by 5% to R825 million (March 2021: R866 million) with a margin of 15,2% (March 2021: 16,7%). Both EBITDA and EBITDA margins were impacted by higher input cost inflation and weaker volumes in the second half of FY22 due to a more normalised demand and higher than usual rainfall. Relative to March 2020, EBITDA increased by 34,6% and EBITDA margins increased by 2,6%.

MATERIALS BUSINESS

AGGREGATES, READYMIX AND ASH

After experiencing strong demand in the first half of FY22 due to a recovery in construction activity, the materials business experienced weaker demand in the second half of FY22 as a result of higher than usual rainfall. For the 12 months ended 31 March 2022, sales volumes for the readymix and aggregates businesses increased by 7% and

10% respectively. Fly ash sales volumes decreased by 17% year-onyear off a high base as ash sales benefited from the shortage of alternative extenders like slag in the prior period. Relative to the 12 months ended 31 March 2020 (pre-COVID-19), aggregates and readymix volumes increased by 16% and 3%, respectively, while ash volumes declined by 1%.

Overall, revenue for the materials division increased by 10% to R1 086 million (March 2021: R991 million). Compared to the 12 months ended 31 March 2020, revenue increased by 5%. EBITDA improved to R41 million (March 2021: R8 million loss) for the 12 months ended 31 March 2022.

INTERNATIONAL

ZIMBABWE

PPC Zimbabwe continues to trade ahead of expectations even though trading conditions remain challenging due to the macro-economic environment. For the 12 months ended 31 March 2022, cement sales volumes increased by 28% year-on-year due to retail demand and support from government-funded projects. Relative to the 12 months ended 31 March 2020 (pre-COVID-19), volumes increased by 41%.

Revenue increased by 34% to R2 172 million (March 2021: R1 623 million) as a result of increased cement sales volumes. Compared to the 12 months ended 31 March 2020 (pre-COVID-19), revenue increased by 17%. PPC Zimbabwe adjusted selling prices in local currency and US dollar (US$) to reflect currency depreciation and input cost inflation respectively. EBITDA for the 12 months ended 31 March 2022 declined by 18,3% to R393 million (March 2021: R481 million) with a reduced EBITDA margin of 18,1% (March 2021: 29,6%). PPC Zimbabwe incurred additional costs in importing clinker to support volume growth and offset the impact of a planned and unplanned kiln shutdown during the period. The importation of clinker, higher maintenance costs and the depreciation of the ZWL against the rand negatively impacted EBITDA. The Reserve Bank of Zimbabwe (RBZ) has fully honoured its obligation to settle PPC Zimbabwe's legacy debt. The debt was fully repaid during December 2021. PPC Zimbabwe is financially self-sufficient and is focused on cash preservation and maximising US$ EBITDA. PPC received US$6,2 million in dividends from PPC Zimbabwe in FY22, plus an additional US$4,4 million in June 2022.

RWANDA

Although COVID-19-related lockdowns unfavourably impacted CIMERWA's cement volumes in the first half of FY22, cement demand rebounded strongly in the second half post the easing of the lockdown restrictions. Retail demand, exports and government-funded projects were the main drivers of the rebound in demand.

For the 12 months ended 31 March 2022, cement sales volumes increased by 20% year-on-year while revenues increased by 7% to R1 209 million (March 2021: R1 128 million). Compared to the 12 months ended 31 March 2020, volumes and revenues increased by 30% and 29%, respectively. The rand strength against the functional currency impacted revenue contribution. EBITDA of R341 million was in line with the prior comparable period (March 2021: R342 million), while the EBITDA margin reduced to 28,2% (March 2021: 30,3%) due to higher fuel and electricity costs.

RESTRUCTURING AND REFINANCING UPDATE

During the financial year under review, PPC Aggregate Quarries Botswana and PPC Lime Limited were successfully sold and the South African balance sheet de-geared to acceptable levels. The South African debt facilities were also renegotiated to reduce the cost of debt and to ensure an optimal mix of the tenure of the long-term facilities.

Solvency was restored to PPC Barnet's balance sheet through the capitalisation of quasi-equity and historical deficiency funding loans and subsequent to year-end the debt restructuring became effective thereby restoring liquidity to the business.

OUTLOOK

As PPC experiences a normalisation of cement demand in South Africa following the post-COVID-19 spike, the group will redouble its efforts to improve cost competitiveness through improved industrial performance and operational excellence. To this end, Mokate Ramafoko, former head of PPC International, has been appointed as the group managing director for Industrial and Innovation, reporting directly to the group chief executive officer (CEO), Roland Van Wijnen. He will be responsible for industrial performance, new business and decarbonisation. PPC's international operations will be managed by the respective in-country boards.

FINANCIAL RESULTS

ACCOUNTING POLICIES

The annual financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) and in the manner required by the Companies Act, No 71 of 2008. The principal accounting policies have been applied consistently with the previous year.

The company and consolidated annual financial statements include balances, transactions and other items where the application of judgement is necessary. To the extent that significant judgement was applied, the areas of judgement are noted and the appropriate disclosure is reflected in the respective notes to the consolidated annual financial statements.

Further details on the judgements, key inputs and sensitivity disclosures can be found in note 1 to the consolidated annual financial statements.

IMPAIRMENT TESTING

PPC performs impairment assessments annually. In accordance with IAS 36 – Impairment of assets, goodwill is assessed irrespective of whether there is any indication of impairment.

During the year under review, PPC did not further impair any goodwill.

Individual material assets included in property, plant and equipment were considered for impairment. During the year, certain assets that are no longer in use with carrying amounts were identified. These assets were impaired and derecognised from the asset register.

PPC performs impairment calculations annually or whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. All of PPC's subsidiaries are assessed for indicators or conditions that may suggest an impairment or a reversal of previous impairments recognised.

During the current financial year, management reassessed the appropriateness of the aggregation of assets for the group's previously identified cash-generating units (CGUs) and concluded that no change is needed.

Refer to note 21 for further detail on impairments. The board concluded that the following impairments and impairment reversals were appropriate:

Impairments and impairment reversals	Rm
Impairments of CGUs during the current financial year comprise:
Port Elizabeth plant (PPC Cement SA)	(68)
Impairment of individual assets
Readymix Gauteng (Pronto Building Materials)	(29)
Inland Cement (PPC Cement SA)	(28)
PPC Group Shared Services	(1)
CIMERWA	(3)
Impairments reversals of CGUs during the current financial year comprise:
Readymix Gauteng	56
PPC Aggregates SA	30
Impairment reversals of individual assets
Inland business unit (PPC Cement SA)	2
Readymix Gauteng	3
Net impairment before tax	(38)

directors' report continued

SIGNIFICANT ACCOUNTING MATTERS

GOING CONCERN

In determining the appropriate basis of preparation of the financial statements, the directors are required to consider whether the group and company can continue in operational existence for the foreseeable future.

Based on the expectation that the group's forecasts will be met, and taking the expected availability of banking facilities into account, the directors believe that the group and company will be able to comply with their financial covenants and be able to meet the conditions and events upon which the going concern conclusion is based, and accordingly have concluded that it is appropriate to prepare the financial statements on a going concern basis.

Refer to note 36 of the annual financial statements for details relating to the going concern assessment.

VALUATION OF ZIMBABWE BLOCKED FUNDS OWNED BY PPC LTD

At 31 March 2022 PPC Ltd holds blocked funds in Zimbabwe, which funds are held by the RBZ. The blocked funds do not meet the requirements of a financial asset but PPC applies the measurement at fair value through profit or loss to determine the carrying value of the asset. The blocked funds are first translated from ZWL to rand and the exchange rate difference is recorded in foreign exchange gains or losses, after which a fair value adjustment is applied.

Hyperinflation, the challenging general economic environment and the unavailability of foreign currency in Zimbabwe were considered in the determination of an appropriate fair value adjustment to be applied to the blocked funds. Management assessed that there was an increase in the credit risk of the RBZ, resultant in the application of a fair value credit risk adjustment of 90% (2021: 85%) which resulted in a fair value adjustment of R292 million as at 31 March 2022 (2021: R281 million).

The net fair value loss on the Zimbabwe blocked funds of R18 million (2021: R17 million) comprises a decrease of the intrinsic value of R7 million (2021: R68 million) and a credit risk fair value loss of R11 million (2021: R51 million gain).

Refer to note 6.2.1 for more details.

ACCURACY OF THE HYPERINFLATION RESULTS FOR PPC ZIMBABWE

The results of our operations with a functional currency of ZWL dollar have been prepared in accordance with IAS 29 as if the economy has been hyperinflationary since 1 April 2019. Hyperinflationary accounting requires transactions and balances to be stated in terms of the measuring unit current at the end of the reporting period in order to account for the effect of loss of purchasing power during the period.

The group has elected to use the Zimbabwe Consumer Price Index (ZCPI) as the general price index to restate amounts as the ZCPI provides an official observable indication of the change in the price of goods and services. The general price index used is as published by the Zimbabwe National Statistics Agency.

PPC group followed the below approach in computing and recording the necessary hyperinflation adjustments:

Non-monetary assets and liabilities opening balances were indexed up using the ZCPI at 31 March 2019
The current period movements were indexed up from the date of initial recording using the ZCPI applicable throughout the year
Net monetary loss for the current period was recognised in profit or loss and disclosed separately on the face of the statement of profit or loss
On consolidation, PPC Zimbabwe hyperinflation accounts were translated at the closing exchange rate at 31 March 2022 as per IAS 29 principles.

Refer to note 1.6 for more details.

EVENTS AFTER REPORTING DATE

Refer to note 33 in the consolidated financial statements for events after the reporting date.

FINANCIAL REPORTING PROCESS

Under the oversight of the audit risk and compliance committee (ARCC), PPC has continued with a number of initiatives during FY22 to further improve the internal financial controls and reporting process. These are elaborated on in the ARCC report.

The ARCC's overall assessment of the group's internal controls over financial reporting is that, notwithstanding that the group's control environment is not yet fully matured, adequate compensating measures have been taken where appropriate to provide reasonable assurance that the annual financial statements fairly present in all material respects the financial position, performance and cash flows of the group and company in accordance with the accounting standards.

The CEO and chief financial officer (CFO) have disclosed to the ARCC and the auditors a comprehensive list of the deficiencies in design and operational effectiveness of the internal financial controls, together with a description of the actions required to be taken to remediate these deficiencies. The committee is satisfied that the rectification actions will improve the effectiveness of the internal financial controls, particularly at the business-unit level, and was pleased to note that there has been continued significant improvement in the quantum of deficiencies.

The ARCC reviewed the expertise of the CFO for the year ended 31 March 2022 under whose supervision the FY22 annual financial statements have been prepared and was satisfied that she had the qualifications and experience to discharge her duties.

MATERIAL RISKS

SUBSTANDARD CEMENT QUALITY IN THE SOUTH AFRICAN MARKET

Cement is the primary material used in concrete, which is, in turn, used to build infrastructure. As such, substandard quality cement is potentially dangerous to the users of that infrastructure. Substandard products also undermine the public's confidence in the use of cement.

To remain sustainable, the local cement industry must be protected from the unfair competition it is exposed to by substandard products, whether blended locally or imported.

directors' report continued

CLIMATE CHANGE AND THE NEED TO REDUCE THE GROUP'S ENVIRONMENTAL IMPACT

During cement production, the processing of raw materials releases dust, noise and carbon dioxide (CO2 ) emissions.

PPC is committed to reducing its CO2 emissions, using energy efficiently and replacing fossil fuels with alternative fuels and raw materials wherever possible.

INTERNAL PROCESS CONTROL FRAMEWORK

PPC's internal process control framework is necessary to inspire confidence in its ability to create value. Transparency in the company's risk process assures shareholders who entrust PPC with their capital on how the company manages risk.

As a responsible corporate citizen, PPC embeds these frameworks across the business.

REGULATORY ENVIRONMENT

As a multinational organisation, it is PPC's responsibility to comply with the different regulatory and legislative requirements of the regions in which it operates.

ABILITY TO EFFECTIVELY UTILISE ACCESS TO PROCESS AND PRODUCT INNOVATION

Several large companies in the global cement industry have much greater resources in comparison to PPC, enabling them to spend more on research and development and benefit the entire industry.

PPC's partnerships and membership at the World Cement Association will allow it to access the latest trends and technologies, creating a space for the company as a "fast follower" in innovation and opening opportunities for improvement within the organisation.

CREDIBILITY TO EXTERNAL STAKEHOLDERS

PPC strives to be considered credible in the eyes of its stakeholders and does this by ensuring its trustworthiness. Stakeholders are becoming increasingly impatient with inaction and expect companies to meet their obligations and promises.

By delivering on its agreements with its stakeholders and meeting their expectations timeously, PPC will create value and meet its strategic objectives.

SUBSIDIARY COMPANIES

Details of the group's subsidiaries can be found in note 34 to the annual financial statements. The only change in the shareholding of operating subsidiaries during the year was the sale by PPC of its direct and indirect stakes in PPC Lime and Botswana Aggregates respectively.

PROPERTY, PLANT AND EQUIPMENT

At March 2022, the group's net investment in property, plant and equipment amounted to R9 255 million (excluding discontinued operations) (2021: R9 622 million), details of which are set out in note 2 to the consolidated financial statements.

There has been no change in the nature of the property, plant and equipment or to the policies relating to the use thereof during the year.

Impairment assessments of individual material assets and all CGUs were undertaken during FY22. Details of these impairments have been discussed earlier in this report. Discussion around the methodology applied is included in note 21 to the consolidated annual financial statements.

Details of the group's capital commitments of R111 million (2021: R144 million) can be found in note 26.

STATED CAPITAL

On 31 March 2022, the issued stated capital of the company was 1 553 764 624 (2021: 1 593 114 301) no par value shares.

During the current reporting period, 14 662 900 (2021: nil) shares were purchased in terms of the group's long-term employee incentive scheme, the forfeitable share plan.

At year-end, stated capital amounted to R4 575 million (2021: R3 965 million).

Except for the purchase of the shares held for participants of the long-term employee incentive scheme noted earlier, the company did not purchase any of its own shares during the year under review.

Details of authorised, issued and unissued shares at 31 March 2022 are disclosed in notes 12 and 24 to the consolidated annual financial statements.

DIVIDENDS

The company's dividend policy remains unchanged and takes into account its growth considerations as well as prudence regarding its capital structure and is therefore flexible with regard to the quantum and form of dividends.

No dividend has been declared during the current reporting year.

REGISTER OF SHAREHOLDERS

The register of members of the company is open for inspection to members and the public, during normal office hours, at the offices of the company's transfer secretaries, Computershare Investor Services (Pty) Ltd or at Corpserve (Pvt) Ltd (Zimbabwe).

Details of the transfer secretaries can be found in the corporate information section on page 131.

Details relating to the beneficial shareholders owning more than 3% of the issued stated capital of the company appear on page 130 of this report.

DIRECTORS' INTEREST IN THE ISSUED SHARES OF THE COMPANY

The aggregate direct beneficial holdings of executive directors and their immediate families (none of whom holds over 1%) in the issued ordinary shares of the company are detailed below.

	Number ofshares as at31 March 2022	%	Number ofshares as at31 March 2021	%
Roland van Wijnen	–	–	4 225 718	0,27
Anthony Ball and Nono Mkhondo indirect non-beneficial through
Value Capital Partners	228 023 208	14,58	249 739 392	15,68
	228 023 208	14,58	253 965 110	15,95

There has been no change in the directors' interest since year-end.

CORPORATE GOVERNANCE

The group subscribes to the code of good corporate practices and conduct as contained in the King IV. The PPC board has satisfied itself that the company has complied in all material aspects with the code as well as the JSE Limited (JSE) Listings Requirements.

COMPLIANCE WITH APPLICABLE LAWS

The board hereby confirms that the company is:

In compliance with the provisions of the Companies Act and laws of establishment, specifically relating to its incorporation
Operating in conformity with its memorandum of incorporation (MOI)

DIRECTORS

The directors in office at the date of this report are as follows:

Name	Designation	Date of appointment
Phillip Jabulani (Jabu) Moleketi	Non-executive independent chair	March 2018
Roland van Wijnen	Executive director – CEO	October 2019
Brenda Berlin	Executive director – CFO	February 2021
Anthony Charles Ball	Executive director	March 2018
Nonkululeko Gobodo	Non-executive director	February 2017
Kunyala Maphisa	Non-executive director	January 2021
Noluvuyo Mkhondo	Non-executive director	March 2018
Bjarne Moltke Hansen	Non-executive director	November 2021
Charles Naude	Non-executive director	January 2015
Mark Richard Thompson	Non-executive director	May 2019

At the annual general meeting (AGM) held on 27 August 2021, Ms B Berlin was elected to the board as CFO with effect from 1 April 2021 and Ms K Maphisa elected to the board as a non-executive director.

Mr J Moleketi, Mr A Ball and Ms N Mkhondo are required to retire by rotation in terms of the company's MOI. Mr B Moltke Hansen was appointed to the board as a non-executive director with effect from 1 November 2021 in terms of clause 25.8.1 of the MOI. In terms of the company's MOI and the Companies Act, his appointment must be confirmed at the 2022 AGM. Details of directors' elections and re-elections will be provided in the notice to the AGM. Abbreviated CVs for each director will be provided in the notice to the AGM.

The PPC board charter provides for a clear balance of power and authority at board of directors' level, to ensure that no one director has unfettered powers of decision-making.

In accordance with principle 7 paragraph 10 of King IV, the board approved a policy on directors diversity, which became effective from 4 December 2019. In accordance with that policy, the PPC reward and talent committee (RTC) reviews and assesses board composition on behalf of the board and recommends the appointment of new directors.

directors' report continued

BOARD COMMITTEES

ARCC

Along with its statutory responsibilities, the ARCC provides independent oversight of the effectiveness of the group's internal audit, finance and assurance functions, risk management, and technology and information governance, in addition to overseeing PPC's compliance with relevant laws and regulations. The committee also assists the board in monitoring PPC's reporting activities, including the annual financial statements, integrated report and other external reporting.

The committee comprises at least three non-executive directors elected by shareholders at the AGM on recommendation from the RTC. All members of the ARCC are independent non-executive directors with the appropriate qualifications. Furthermore, the chairman of the board is not eligible to be a member of the ARCC. The ARCC met six times during the financial year of which two were extraordinary meetings. The committee comprised the following members throughout the period:

Membership as at31 March 2022	Meetingattendance	Appointed tocommittee
Mark Thompson (chair)	6/6	01 May 2019
Nonkululeko Gobodo	6/6	08 February 2017
Noluvuyo Mkhondo	6/6	17 May 2018

Attendees by invitation

CEO

CFO

Head of group internal audit

Head of group legal and compliance and group company secretary Head of risk management Senior financial executives

Representatives from the external auditor

Social, ethics and transformation committee (SETCO)

The SETCO provides oversight over PPC's ethical, environmental and social performance. Furthermore, the committee assists the board in ensuring that the group is, and remains committed to being, a socially responsible corporate citizen by creating a sustainable business and having regard to PPC's economic, social and environmental impact on the communities in which it operates.

The committee comprises at least three directors or prescribed officers, the majority of whom are independent non-executive directors, with the required skills and experience to fulfil their duties pertaining to the company's matters and businesses. The committee met three times

during the year and no extraordinary meetings were held. The committee comprised the following members at year-end:

Membership as at31 March 2022	Meetingattendance	Appointed tocommittee
Nonkululeko Gobodo (chair)	3/3	10 November 2017
Jabu Moleketi	3/3	13 April 2018
Kunyalala Maphisa	3/3	1 February 2021
Roland van Wijnen	3/3	6 November 2019
Bjarne Moltke Hansen	2/3	1 November 2021

Attendees by invitation

Managing director South Africa operations and Botswana CFO

Head group legal and compliance and group company secretary

RTC

On 1 October 2021, the remuneration committee (REMCO) and nominations committee (NOMCO) were combined to improve efficiencies. The new committee is named the RTC. In its nominations role, the committee oversees the appointment of executive and non-executive directors to the board, ensures succession planning at board level, reviews the structure, size and composition of the board and its committees, and evaluates the performance of the board, its committees, its chairman and individual members. In its remuneration role, the committee ensures PPC remunerates fairly, responsibly and transparently while promoting the achievement of strategic objectives and positive outcomes in the short, medium and long term.

The committee comprises at least three non-executive directors, the majority of whom are independent, with the required skills and experience to fulfil their duties. The RTC meets at least three times per year, with additional meetings scheduled as necessary. Prior to the formation of the RTC, the REMCO and NOMCO each met once during FY22. The RTC met twice. The committee comprised the following members at year-end:

Membership as at31 March 2022	Meetingattendance	Appointed tocommittee
Noluvuyo Mkhondo (chair)	3/3	01 October 2021
Charles Naude	3/3	01 October 2021
Jabu Moleketi	3/3	01 October 2021

Attendees by invitation

CEO

Group head legal and compliance and group company secretary

The remuneration policy and report will be circulated with the notice of the AGM.

SPECIAL RESOLUTIONS

At the AGM held on 27 August 2021, the following special resolutions were approved:

Granting approval for the company to enter into intercompany loans by way of financial assistance in terms of section 44 and 45 of the Companies Act with subsidiaries and other related entities within the group
Authorised the company to pay remuneration to non-executive directors for their services as non-executive directors
General authority to repurchase own shares or acquisition of the company's shares by a subsidiary company

SPECIAL RESOLUTIONS PASSED BY SUBSIDIARY COMPANIES

No special resolutions were passed by subsidiaries of the company.

COMPANY SECRETARY

The company secretary of PPC Ltd is Kevin Ross. His business and postal address appear in the corporate information section. The board has considered and satisfied itself on the competence, qualifications and experience of the company secretary.

ARCC

The directors confirm that the ARCC has addressed specific responsibilities required in terms of section 94(7) of the Companies Act. Further details are contained within the report of the ARCC.

AUDITOR

Deloitte & Touche (Deloitte) was reappointed as auditor to the company at the AGM held on 27 August 2021. The board approved, on the recommendation of the ARCC, that PriceWaterhouseCoopers Inc (PwC) be appointed as the group's auditors for the financial year ending 31 March 2023, in terms of section 90 of the Companies Act, which appointment is subject to shareholder approval at the AGM to be held in September 2022.

AUDIT, RISK AND COMPLIANCE COMMITTEE REPORT

I am pleased to present our report to the shareholders on the activities of the audit, risk and compliance committee (ARCC) for the year ended 31 March 2022.

Mark Thompson

OUR TERMS OF REFERENCE

The ARCC has formal terms of reference that were reviewed during the year and approved by the board. It is satisfied that it has dealt with all matters delegated to it in terms of its approved terms of reference for the year ended 31 March 2022.

COMPOSITION, MEETING ATTENDANCE AND ASSESSMENT

The committee comprises at least three non-executive directors (NEDs) elected by shareholders on the recommendation of the then nominations committee (subsequently renamed the reward and talent committee). All members of the ARCC are independent NEDs with the appropriate qualifications.

The ARCC met six times during FY22, of which two were extraordinary meetings. As of the date of this report, the committee comprised the following independent NEDs:

Committee member	Qualifications	Meeting attendance	Appointed to committee
MR Thompson (chairman)	CA(SA), BCom, LLB, BAcc	6/6	1 May 2019
N Gobodo	CA(SA)	6/6	8 February 2017
N Mkhondo	CA(SA), BAcc, MBA	6/6	17 May 2018

Mr Mark Thompson was appointed as chairman of the ARCC on 29 August 2019.

The CEO, CFO, head of internal audit, senior financial executives, along with representatives from the external auditors, attend committee meetings by invitation. The internal and external auditors have unrestricted access to the committee.

ROLES AND RESPONSIBILITIES

The ARCC is a statutory committee established in terms of section 94 of the Companies Act 71 of 2008, as amended (Companies Act), and is a committee of the board. In addition to its specific statutory responsibilities, the board has assigned additional responsibilities to the committee in terms of the JSE Limited (JSE) Listings Requirements and King IV. In summary, the ARCC's responsibilities include:

Assisting the board by advising and making submissions on financial reporting
Overseeing governance, risk management and compliance processes, and internal controls over financial reporting
Overseeing the external and internal audit functions

During the year, the committee continued to work closely with the management team to review and overhaul and improve the main governance systems for which it has oversight responsibility – namely the risk management, compliance, combined assurance systems and the group's financial reporting function.

The committee receives and deals appropriately with any concerns or complaints, whether from within or outside PPC or on its own initiative, relating to the accounting practices and internal audit of the company, the content or audit of the company's financial statements, the internal financial controls of the company and any other related matter.

APPOINTMENT OF AN INDEPENDENT EXTERNAL AUDITOR

In executing its statutory duties for the year, the ARCC:

In terms of the provisions of section 94 of the Companies Act, nominated Deloitte & Touche (Deloitte) for reappointment as PPC's external auditors for FY22
Approved Deloitte's terms of engagement, audit plan and fees for the year
Ensured that the appointment of Deloitte complies with the Companies Act, JSE Listings Requirements, King IV and all other relevant legislation
Satisfied itself with both the credentials of the firm and Ms Cathryn Emslie as the designated audit partner, both of whose appointment was approved at PPC's annual general meeting (AGM) on 27 August 2021
Satisfied itself that Deloitte and the designated audit partner are independent of the group, as set out in section 94(8) of the Companies Act
Addressed the audit rotation for FY23 and recommended to the board that PriceWaterhouseCoopers Inc. (PwC) replace Deloitte as its auditors for the year ending 31 March 2023. The change in external auditor follows PPC's decision to anticipate the mandatory audit firm rotation requirement of the Independent Regulatory Board for Auditors by one year. Deloitte's appointment will accordingly terminate upon the conclusion of their duties in respect of the financial year ended 31 March 2022. PwC's appointment as external auditor will be proposed for approval by shareholders at the AGM of the company, scheduled to be held in September 2022

PPC has an approved policy setting out the nature and extent of any non-audit services that may or may not be provided by the group's external auditors. The committee is satisfied that all non-audit related services were carried out in accordance with the non-auditservices policy.

Audit, risk and compliance committee report continued

FINANCIAL STATEMENTS

The committee reviewed the audited annual financial statements (AFS), short-form announcements and accompanying reports to shareholders and other announcements on the group's FY22 results. The committee oversaw the preparation of the AFS in terms of IFRS and other appropriate standards as required by the JSE, taking into account the findings from the JSE's reporting back on proactive monitoring of financial statements, the final findings of the JSE's thematic reviews of compliance and its combined findings reports. This included a review of significant accounting policies, key accounting items (including the significant matters mentioned in the directors' report), areas of significant judgement and material assumptions and estimates made by management. In the committee's view these were appropriate and it recommended the AFS for approval by the board.

Last year the committee reported that during FY21 it had overseen various initiatives aimed at remediating the shortcomings in the group's financial reporting processes, internal financial controls and accounting systems and practices. Good progress has continued during FY22. In particular, the committee oversaw the design of a comprehensive financial reporting framework, incorporating some 16 key components including:

A documented set of some 430 controls aimed at providing reasonable assurance as to the integrity of the routinely produced (day-to-day) numbers. Each control is assigned to an individual control owner with a process for the control owners to regularly self-assess compliance with the control. For additional levels of assurance internal audit tests the design and operating effectiveness of the controls
An enhanced process to identify and deal with, via formal technical papers, significant accounting matters, such as where complex accounting, significant judgements or estimates, non-business as usual transactions or new accounting standards are involved
Procedures to identify and deal with accounting disclosure requirements, particularly where these are not readily apparent from the numbers – such as going concern issues, covenant compliance, post balance sheet events, related-party transaction and contingent liabilities
Various controls and review procedures over the consolidation process
A range of higher-level procedures designed to give additional comfort as to the material correctness and fair presentation of the financial reporting, which include analytical reviews, variance analyses, sign-offs by responsible executives and IFRS compliance reviews

During the year, group internal audit did extensive testing of the design and operational effectiveness of the controls over the routine transactions and the CFO and the committee reviewed the design and operating effectiveness of the other components of the financial reporting framework.

Based on this work, the committee's overall assessment of the group's internal controls over financial reporting is that:

A comprehensive, effectively designed control and financial reporting framework is in place and that good progress has been made towards entrenching the effective operation of the various components of the framework
Shortcomings in the design and/or operations of specific controls or processes have been clearly identified and plans to improve to an effective level are in place
No material financial loss, fraud, corruption or error has resulted from a failure in the financial control environment
Notwithstanding that the group's control environment is not yet fully matured, adequate compensating measures have been taken where appropriate to provide reasonable assurance that the

financial reporting of the group fairly presents in all material respects the financial position, performance and cash flows of the group and the company in accordance with the accounting standards

As required by the JSE Listing Requirements (paragraph 3.84(k) thereof) the CEO and CFO have disclosed to the committee and the auditors a comprehensive list of the deficiencies in design and operational effectiveness of the internal financial controls, together with a description of the actions required to be taken to remediate these deficiencies. The committee is satisfied that the rectification actions will improve the effectiveness of the internal financial controls, particularly at the business-unit level, and was pleased to note that there has been continued significant improvement in the quantum of deficiencies disclosed.

CFO AND FINANCE FUNCTION

Ms Brenda Berlin took over as CFO on 1 April 2021. The committee is well pleased with the improvements to the expertise, resources and general effectiveness of the finance function made under her direction during the year.

The committee also satisfied itself as to the qualifications and experience of the CFO to discharge her duty to supervise the preparation of the FY22 AFS and manage the financial affairs of the group.

OTHER RESPONSIBILITIES Internal audit

The committee is responsible for overseeing the internal audit function and the appointment and remuneration of the chief audit executive. The committee was satisfied with the performance of the chief audit executive and the internal audit function.

During the year, the committee:

Reviewed and approved the group's internal audit plan, along with amendments thereto, the internal audit charter and budget
Monitored the progress internal audit made compared to the plan ■ Reviewed internal audit's compliance with its charter and considered whether the internal audit function has the necessary resources, budget and standing in PPC to discharge its functions
Ensured that the internal audit function is independent, adequately qualified and resourced, and that its scope of work and access to required information was not restricted
Reviewed the extent to which the internal audit function has coordinated with other internal and external assurance providers in providing assurance coverage
Reviewed the internal audit results and significant audit findings together with the relevant management comments and action plans as well as the results of internal audit's annual assessment of the effectiveness of internal controls

The internal audit function continues to improve in effectiveness. The increased use of technology is a key strength as it assists the team to work effectively across the group in a standardised manner. Further use of technology is planned to increase efficiencies. During the year under review, internal audit focused almost exclusively on testing the effectiveness of the internal financial controls in order to provide independent assurance on this matter to the board, the committee, the CEO and the CFO. In FY23, the internal audit plan will be expanded to address other risk areas in the business.

Combined assurance

The committee is charged with ensuring that a combined assurance model is applied to provide a coordinated approach to all assurance activities which address the significant risks facing PPC, and the effectiveness of its key governance systems.

Audit, risk and compliance committee report continued

The committee is of the view that the existing combined assurance model still requires improvement. A revised framework has been developed by management, including introducing a combined assurance committee, developing fit-for-purpose policies and adopting relevant procedures. This will allow the function to become more effective and will focus on embedding a culture of risk management and combined assurance throughout PPC.

A group resource has been appointed who is responsible for educating, coordinating and managing the combined assurance process within the group. The new combined assurance model is being implemented throughout the group. The model clearly articulates the four levels of assurance and how these are managed and coordinated.

A combined assurance map has been developed and the mapping exercise is currently being conducted at operational level to identify accountability and responsibility for the various assurance processes and the extent of coverage required at each level of assurance.

Combined assurance committees have been introduced for each business unit and these committees have a specific mandate to ensure that the combined assurance model is applied to provide a coordinated approach to all assurance activities.

The committee is satisfied with the design of the combined assurance model and that the mapping exercise will add value in terms of coordinating and tracking assurance activities within the operations.

Tax function

As a sub-set of its overall responsibility for financial reporting, the committee also has specific responsibility for the tax function. The tax function was substantially restructured at the beginning of the financial year and is now operating more effectively. External tax specialists continued to provide assistance, but this will be phased out as internal employees upskill. The automation between SAP and TaxPacc is a key project for FY23 to enhance efficiencies and reduce the risk of errors.

Treasury function

The treasury function is responsible for managing key financial risks, including interest, foreign exchange, funding and liquidity risks. The unit manages and monitors ongoing financial exposures giving rise to these risks and recommends appropriate hedging strategies to address identified exposures, while seeking approval to implement such strategies.

Additionally, the team is responsible for liquidity planning and control to ensure PPC has adequate cash to meet its payment liabilities and that the group maintains sufficient available headroom in committed banking facilities to support its liquidity profile. Part of the function's responsibilities are to manage PPC's debt by sourcing debt capital from external lenders at the lowest possible cost and negotiating favourable terms for lender agreements. Treasury also manages debt maturity and ensures compliance with funding terms.

Key man dependencies have been reduced within the team, documentation of key processes has been refined, and with the recent introduction of the treasury management system, transactional work currently maintained on spreadsheets will be automated to reduce human error.

Business risk management

The committee is responsible for overseeing the group's risk governance framework and policy, risk disclosures and reporting procedures. The committee oversaw the adoption of a revised risk management policy and framework which aims to better coordinate and systemise the good risk management activities already taking place across the group at both business unit and at group level. A risk resource was appointed and a risk management function established at group level to drive regular development and enhancement of risk and control procedures to continuously improve the process for identifying and managing risks.

During the financial year, a new risk management system was implemented to automate, consolidate and streamline the capturing and management of business risks. The evolution of the system will continue into the new financial year. Risk appetite statements have been implemented for each operation and risk indicators will be developed for future implementation. Risk workshops will be regularly held with each of the operations to ensure that business is challenged and engaged on the risks and opportunities identified and then managed.

The committee is satisfied that the management of the group's business risks is improving well off a solid existing base thereby embedding risk management throughout the group. The group will continue driving education and increasing the risk management maturity level.

Information technology (IT)

The committee exercises ongoing oversight over IT within the group and determines the direction of IT governance.

The IT function remains stable, but still has room for improvement. The function continues to review, streamline and automate processes and systems to enhance efficiencies within the group.

The function remains updated with developments in technology and further upskilling and training of the IT employees will be a key focus in FY23.

Compliance with laws, regulations and group policies

The committee is also responsible for overseeing the effectiveness of the system that monitors the group's compliance with laws, regulations and group policies, as well as the results of management's investigation and follow-up of any fraudulent acts or non-compliance. The committee obtains regular updates from management regarding compliance matters.

Various reports on the effectiveness of the systems, procedures and controls employed by the company to ensure compliance with statutes, regulations and the group's policies were considered by the committee. The current legacy compliance system has various identified deficiencies and requires much improvement to ensure all compliance risks are effectively managed, monitored and accurately reported on.

The committee is overseeing the implementation of a more robust compliance system with reference to international best practice guidelines.

The committee is satisfied that all relevant regulatory compliance matters were considered during the preparation of the group's FY22 AFS.

OPINION

The committee is satisfied that it has discharged its legal, regulatory and governance duties and responsibilities and that it has functioned in accordance with its terms of reference.

On behalf of the audit, risk and compliance committee

Mark Thompson Chairman

1 July 2022

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

as at 31 March 2022

			Reclassified(a)
		March	March
		2022	2021
	Notes	Rm	Rm
ASSETS
Non-current assets		9 698	10 147
Property, plant and equipment	2	9 255	9 622
Right-of-use assets	3.1	69	68
Goodwill	4	37	38
Other intangible assets	5	113	149
Financial assets	6.1	166	196
Other non-current assets	6.1	32	50
Deferred taxation assets	7.3	26	24
Current assets		2 711	2 676
Inventories	9	1 085	1 111
Trade and other receivables	10	1 006	993
Taxation receivable		43	115
Cash and cash equivalents	11	577	457
Assets held for sale and held by disposal groups	8.1	2 458	2 984
Total assets		14 867	15 807
EQUITY AND LIABILITIES
Capital and reserves
Stated capital	12	4 575	3 965
Other reserves	12	(4 592)	(2 731)
Retained profit		7 049	5 649
Equity attributable to shareholders of PPC Ltd		7 032	6 883
Non-controlling interests	12	(121)	(153)
Total equity		6 911	6 730
Non-current liabilities		3 053	2 855
Provisions	13	211	219
Deferred taxation liabilities	7.3	1 654	1 621
Long-term borrowings	14	1 150	983
Lease liabilities	3.2	38	32
Current liabilities		1 781	2 923
Provisions	13	12	30
Trade and other payables	16	1 256	1 167
Lease liabilities	3.2	21	28
Short-term borrowings	14	431	1 645
Taxation payable		61	30
Other current liabilities	15	–	23
Liabilities associated with assets held for sale and disposal groups	8.2	3 122	3 299
Total equity and liabilities		14 867	15 807

(a) Other intangible assets (mineral rights) of R45 million have been reclassified to property, plant and equipment to align the group's accounting policies.

CONSOLIDATED STATEMENT OF PROFIT OR LOSS

as at 31 March 2022

		March	March
	Notes	2022Rm	2021Rm
Continuing operations
Revenue	17	9 882	8 938
Cost of sales		(8 352)	(6 877)
Gross profit		1 530	2 061
Decrease/(increase) in expected credit losses on financial assets		49	(3)
Administration and other operating expenditure		(1 057)	(1 007)
Operating profit before items listed below:		522	1 051
Fair value and foreign exchange movements	19	2	(376)
Fair value gain on Zimbabwe financial asset	6.1.2	56	256
Fair value loss on Zimbabwe blocked funds	6.2.1	(18)	(17)
Net monetary loss on hyperinflation in Zimbabwe	2	(108)	(200)
(Impairments)/reversal of impairments	21	(38)	1 317
Profit before finance costs, investment income and equity-accounted investments		416	2 031
Finance costs	22	(240)	(283)
Investment income	23	10	15
Profit before equity-accounted investments		186	1 763
Profit from equity-accounted investments	31	–	2
Profit before taxation		186	1 765
Taxation	7	(207)	(742)
(Loss)/profit for the year from continuing operations		(21)	1 023
Profit/(loss) for the year from discontinued operations	8.3	158	(1 141)
Profit/(loss) for the year		137	(118)
Attributable to:
Shareholders of PPC Ltd – continuing operations		(71)	983
Shareholders of PPC Ltd – discontinued operations		159	(794)
Non-controlling interests		49	(307)
		137	(118)
Earnings/(loss) per share (cents)	24
Basic – group		5	12
Diluted – group		5	13
Basic – continuing operations		(5)	65
Diluted – continuing operations		(5)	65
Basic – discontinued operations		10	(53)
Diluted – discontinued operations		10	(52)

CONSOLIDATED STATEMENT OF OTHER COMPREHENSIVE INCOME

for the year ended 31 March 2022

	Foreign currencytranslation reserve		Financial assets at fairvalue through othercomprehensive income		Retained profit		Total comprehensive loss
	March2022Rm	March2021Rm	March2022Rm	March2021Rm	March2022Rm	March2021Rm	March2022Rm	March2021Rm
Profit/(loss) for the year	–	–	–	–	137	(118)	137	(118)
Items that will be reclassified toprofit or loss on disposal
Translation of foreign operations(a)	(1 443)	(3 101)	–	–	–	–	(1 443)	(3 101)
Revaluation of financial assets(b)	–	–	1	(2)	–	–	1	(2)
Other comprehensive (loss)/profitnet of taxation	(1 443)	(3 101)	1	(2)	–	–	(1 442)	(3 103)
Total comprehensive loss	(1 443)	(3 101)	1	(2)	137	(118)	(1 305)	(3 221)
Attributable to:Shareholders of PPC Ltd – continuingoperations	(1 433)	(3 065)	1	(2)	(71)	983	(1 503)	(2 084)
Shareholders of PPC Ltd –discontinued operations	–	–	–	–	159	(794)	159	(794)
Non-controlling interests	(10)	(36)	–	–	49	(307)	39	(343)

(a) The currency conversion guide is presented in note 1.5.

(b) Revaluation of financial assets has a tax impact of R0,2 million (2021: R0,6 million).

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

for the year ended 31 March 2022

			Other reserves(a)
	StatedcapitalRm	Foreigncurrencytranslationreserve(b)Rm	Financialassets at fairvalue throughothercomprehensiveincomeRm	EquitycompensationreserveRm	RetainedprofitRm	Equityattributabletoshareholdersof PPC LtdRm	NoncontrollinginterestsRm	TotalequityRm
March 2022
Balance at 31 March 2021	3 965	(3 633)	(4)	906	5 649	6 883	(153)	6 730
Movement for the year	610	(1 421)	1	(441)	1 400	149	32	181
IFRS 2 charges	–	–	–	36	–	36	–	36
Share incentive schemeforfeited	–	–	–	(10)	5	(5)	–	(5)
Sale of shares treated astreasury shares byconsolidated BEE specialpurpose vehicles (SPVs)	631	–	–	(550)	–	81	–	81
Disposal of subsidiaries	–	12	–	18	(34)	(4)	–	(4)
Shares purchased in terms ofthe share incentive scheme	(21)	–	–	–	–	(21)		(21)
Other movement	–	–	–	(3)	–	(3)		(3)
Zimbabwe hyperinflationimpact(c)	–	–	–	68	1 341	1 409	–	1 409
Total comprehensive income/(loss)(d)	–	(1 433)	1	–	88	(1 344)	39	(1 305)
Dividends declared	–	–	–	–	–	–	(7)	(7)
Balance at 31 March 2022	4 575	(5 054)	(3)	465	7 049	7 032	(121)	6 911
March 2021
Balance at 31 March 2020	3 965	(568)	(2)	795	3 590	7 780	(227)	7 553
IFRS 2 charges	–	–	–	21	–	21	–	21
Reclassification ofnon-controlling interest on
put optionOther movement	––	––	––	–(24)	(422)14	(422)(10)	422–	–(10)
Zimbabwe hyperinflation
impact	–	–	–	114	2 278	2 392	–	2 392
Total comprehensiveincome/(loss)	–	(3 065)	(2)	–	189	(2 878)	(343)	(3 221)
Dividends declared							(5)	(5)
Balance at 31 March 2021	3 965	(3 633)	(4)	906	5 649	6 883	(153)	6 730

(a) Description of other equity reserves:

The foreign currency translation reserve includes exchange differences arising on monetary items that form part of PPC's net investment in a foreign operation.

Financial assets at fair value through other comprehensive income includes fair value changes and impairment adjustments on fair value through other comprehensive income assets.

The cumulative gain or loss is recognised in the statement of profit or loss on derecognition of the financial assets.

Equity compensation reserve represents the increase in equity from the issuance of shares relating to the forfeitable share plan (FSP) and black economic empowerment (BEE) transactions.

(b) A negative amount of R282 million will be recycled through profit or loss in FY23 when control is lost over PPC Barnet DRC. (c) Refer to note 1.6 for the hyperinflation impact on PPC Zimbabwe.

(d) The reduction in the foreign currency translation reserve is due to the devaluation of the ZWL dollar against the ZAR.

CONSOLIDATED STATEMENT OF CASH FLOWS

for the year ended 31 March 2022

		March	March
	Notes	2022Rm	2021Rm
CASH FLOWS FROM OPERATING ACTIVITIES
Cash generated from operations	25.1	1 454	1 375
Finance costs paid	22.1	(224)	(219)
Taxation paid	7.2	(11)	(134)
Cash available from operations		1 219	1 022
Net operating activities from discontinued operations		(174)	342
Net cash inflow from operating activities		1 045	1 364
CASH FLOWS FROM INVESTING ACTIVITIES
Investment in intangible assets	5	(18)	(16)
Investment in property, plant and equipment (adjusted for capital expenditure accruals)	2	(553)	(367)
Proceeds from disposal of property, plant and equipment		27	10
Net investing activities from discontinued operations		472	(19)
Net cash outflow from investing activities		(72)	(392)
Net cash inflow before financing activities		973	972
CASH FLOWS FROM FINANCING ACTIVITIES(a)
Proceeds from sale of PPC Ltd shares held by SPVs		81	–
Purchase of PPC Ltd shares in terms of the share incentive scheme		(21)	–
Repayment of interest rate swap liability		(12)	–
Repayment of borrowings	25.2	(1 970)	(538)
Proceeds from borrowings raised	25.2	1 000	250
Repayment of lease liabilities	3.4	(30)	(39)
Dividends paid to non-controlling interest		(7)	(5)
Net financing activities from discontinued operations		(20)	(5)
Net cash outflow from financing activities		(979)	(337)
Net movement in cash and cash equivalents		(6)	635
Cash and cash equivalents at the beginning of the year		870	398
Effect of exchange rate movements on cash and cash equivalents – continuing operations		(98)	(148)
Effect of exchange rate movements on cash and cash equivalents – discontinued operations		(2)	(15)
Cash and cash equivalents at the end of the year	11	764	870
Cash and cash equivalents comprise
Cash and cash equivalents – continuing operations	11	577	457
Cash and cash equivalents – discontinued operations	8.1	187	413
Group cash and cash equivalents at the end of the year		764	870

(a) During the period the favourable non-cash changes on borrowings amounted to R68 million (March 2021: R710 million) arising from unrealised foreign exchange differences. Refer to note 1.5. for the relevant currency conversions.

SEGMENTAL INFORMATION

for the year ended 31 March 2022

The group discloses its operating segments according to the business units, which are reviewed by the group executive committee, who are also the chief operating decision-makers for the group. The group executive committee includes executive directors. The operating segments are initially identified based on the products produced and sold and then per geographical location. The operating segments are South Africa and Botswana cement, international cement, lime, aggregates and readymix and group shared services.

No individual customer comprises more than 10% of the group revenue.

				Cement

	South Africa andConsolidatedBotswanaInternational(a)
	March2022Rm	March2021Rm	March2022Rm	March2021Rm	March2022Rm	March2021Rm
RevenueGross revenueInter-segment revenue(c)	10 170(288)	9 140(202)	5 703(288)	5 398(202)	3 381–	2 751–
Total revenue(d)	9 882	8 938	5 415	5 196	3 381	2 751
Operating profit before items listed belowFair value and foreign exchange gains movementsFair value gain on Zimbabwe financial assetFair value loss on Zimbabwe blocked fundsNet monetary loss on hyperinflation in Zimbabwe(Impairments)/reversal of impairments	522256(18)(108)(38)	1 051(376)256(17)(200)1 317	41820–––(94)	5874–––1 450	98(26)56–(108)(3)	638(260)256–(200)2
Profit/(loss) before finance costs, investment income andequity-accounted investmentsFinance costsInvestment income	416(240)10	2 031(283)15	344(297)356	2 041(234)158	17(85)5	436(122)5
Profit/(loss) before equity-accounted earningsEarnings from equity-accounted investments	186–	1 7632	403–	1 965–	(63)–	319–
Profit/(loss) before taxationTaxation	186(207)	1 765(742)	403(121)	1 965(570)	(63)(68)	319(199)
Profit/(loss) for the year from continuing operationsProfit/(loss) for the year from discontinued operations	(21)158	1 023(1 141)	28235	1 395–	(131)(5)	120(1 098)
Profit/(loss) for the year	137	(118)	317	1 395	(136)	(978)
Attributable to:Shareholders of PPC Ltd – continuing operationsShareholders of PPC Ltd – discontinued operationsNon-controlling interests	(71)15949	983(794)(307)	28235–	1 395––	(181)(4)49	80(751)(307)
	137	(118)	317	1 395	(136)	(978)
Basic EPS – continuing operations cents per shareBasic EPS – discontinued operations cents per shareDepreciation and amortisationEBITDA(e)EBITDA margin (%)(f)Assets	(5)109711 49315,1	65(53)5471 59817,9	18240782515,2	93–27986616,7	(12)–62772521,4	5(50)16580329,2
Non-current assets (excluding equity-accounted investments)Equity-accounted investmentsAssets held for sale and held by disposal groups	9 698–2 458	10 147–2 984	4 197––	4 378––	5 515–2 433	6 137–2 439
Current assets	2 711	2 676	1 270	1 324	1 094	1 149
Total assetsInvestments in property, plant and equipment and intangibles(refer to note 2 and 5)	14 867568	15 807396	5 467265	5 702251	9 042246	9 725108
LiabilitiesNon-current liabilitiesLiabilities associated with assets held for sale and disposal groupsCurrent liabilities	3 0533 1221 781	2 8553 2992 923	1 401–1 053	652–2 129	3 4443 097559	4 9673 114499
Total liabilities	7 956	9 077	2 454	2 781	7 100	8 580
Capital commitments (refer to note 26)	111	144	47	27	61	101

segmental information continued for the year ended 31 March 2022

Materials business Lime Aggregates and readymix Group services and other(b) South Africa South Africa and Botswana March 2022 Rm March 2021 Rm March 2022 Rm March 2021 Rm March 2022 Rm March 2021 Rm – – 1 086 991 – – – – – – – – – – 1 086 991 – – – – (7) (84) 13 (90) – – 1 (1) 7 (119) – – – – – – – – – – (18) (17) – – – – – – – – 60 (135) (1) – – – 54 (220) 1 (226) – – (93) (26) 235 99 – – 39 13 (390) (161) – – – (233) (154) (288) – – – – – 2 – – – (233) (154) (286) – – (11) 24 (7) 3 – – (11) (209) (161) (283) (1) (33) (11) 2 140 (12) (1) (33) (22) (207) (21) (295) – – (11) (209) (161) (283) (1) (33) (11) 2 140 (12) – – – – – – (1) (33) (22) (207) (21) (295) – – (1) (14) (10) (19) – (2) (1) – 9 (1) – – 48 76 (111) 27 – – 41 (8) (98) (63) – – 3,8 – – – – – 298 240 (312) (608) – – – – – – – 467 – 78 25 – – – 252 221 95 (18) – 467 550 539 (192) (626) – 9 41 10 16 18 – – 231 289 (2 023) (3 053) – 147 – 38 25 – – – 211 184 (42) 111 – 147 442 511 (2 040) (2 942) – – 3 1 – 15

(a) International comprises Zimbabwe, Rwanda and cross-border sales from southern Africa.

(b) Group shared services and other comprises group shared services, BEE entities and group eliminations.
(c) Segments are disclosed net of inter-segment transactions. (d) Revenue from external customers generated by the group's material foreign operations is as follows:
- Botswana R471 million (2021: R432 million)
Rwanda R1 209 million (2021: R1 128 million)
Zimbabwe R2 172 million (2021: R1 623 million)
(e) EBITDA is defined as operating profit before depreciation and amortisation. (f) EBITDA margin is defined as EBITDA divided by total revenue.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 31 March 2022

1. BASIS OF PREPARATION

The consolidated financial statements of PPC Ltd group comprise the company and its subsidiaries and the group's interest in associates (together referred to as the group and individually as group entities). The consolidated financial statements have been prepared in accordance with IFRS as issued by the International Accounting Standards Board (IASB), and Interpretations issued by the IFRS Interpretations Committee (IFRIC) and effective for the group at 31 March 2022 and comply with the SAICA Financial Reporting Guides, as issued by the Accounting Practices Committee (APC) and Financial Reporting Pronouncements as issued by the Financial Reporting Standards Council (FRSC), the JSE Listing Requirements and the requirements of the Companies Act. The consolidated annual financial statements have been prepared using the historical cost convention except for certain financial instruments which are stated at fair value, the impact of inflation as a result of hyperinflationary economies and assets held for sale which are measured at fair value less costs to sell.

These group consolidated financial statements have been prepared under the supervision of B Berlin CA(SA), CFO, and were approved by the board on Friday, 1 July 2022. The directors take full responsibility for the preparation of these consolidated annual financial statements.

The accounting policies are consistent with the prior year except where the group has adopted new or revised accounting standards, amendments and interpretations of those standards, which became effective during the year in review.

The group adopted the following standards during the year:

Standard, amendment or interpretation	Impact on the financial statements
IFRS 4 – Insurance contracts – interest rate benchmark reformphase 2	No significant impact on the group financial statements
IFRS 7 – Financial instruments: disclosures – interest ratebenchmark reform phase 2	No significant impact on the group financial statements
IFRS 9 – Financial instruments – interest rate benchmark reformphase 2	No significant impact on the group financial statements
IFRS 16 – Leases – interest rate benchmark reform phase 2	No significant impact on the group financial statements
IAS 39 – Financial instruments: recognition and measurement –interest rate benchmark reform phase 2	No significant impact on the group financial statements
COVID-19-related rent concessions (amendment to IFRS 16)	No significant impact on the group financial statements

All monetary information and figures presented in these financial statements are stated in rand, unless otherwise indicated.

1.1 Basis of consolidation

The group consolidates all of its subsidiaries. Refer to subsidiaries and non-controlling interests note 34 for details about the group subsidiaries.

Subsidiaries are all entities over which the group has control. The group controls an entity where the group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the group.

All subsidiaries, with the exception of CIMERWA and the PPC Barnet DRC entities, have the same financial year-end as the company. The financial year-end of the respective DRC incorporated entities is December, which is prescribed by local legislation, while CIMERWA has a September financial year-end. For the purpose of preparing these consolidated financial statements, an external audit has been performed on the financial results of these two entities for the year ended 31 March 2022.

Non-controlling interests in the results and equity of subsidiaries are shown separately in the consolidated statement of profit or loss, statement of other comprehensive income, statement of changes in equity and statement of financial position respectively. Non-controlling interest comprehensive income or loss is attributed to non-controlling interests even if this results in the non-controlling interests having a deficit balance.

Associates are all entities over which the group has significant influence but not control or joint control. This is generally the case where the group holds between 20% and 50% of the voting rights. Investments in associates are accounted for using the equity method of accounting (refer to note 31), after initially being recognised at cost.

Management accounts together with the financial statements are used to align earnings of equity-accounted investments, noting that Habesha Cement Share Company (Habesha) has a different year-end to that of the group, being December.

1.2 Accounting policies

All accounting policies applied in the preparation of these financial statements are in compliance with IFRS.

for the year ended 31 March 2022

1. BASIS OF PREPARATION continued

1.3 Significant judgements made by management and sources of estimation uncertainty

The preparation of financial statements in conformity with IFRS requires management to make estimates, assumptions and judgements that affect reported amounts and related disclosures, and therefore actual results, when realised in the future, could differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis.

Judgements made by management in applying the accounting policies that could have a significant effect on the amounts recognised in the financial statements are disclosed in the respective notes.

The following are the critical judgments and sources of estimation uncertainty that the directors have made in the process of applying the group accounting policies and that have the most significant effect on the amounts recognised in the financial statements.

Significant judgements made by management

Property, plant and equipment (note 2)

Costs to be capitalised to a project (including exploration evaluation) Reclassification of Other intangible assets to Property, plant and equipment Impairment assessments Nil book value assets

Goodwill (note 4) Impairment assessment

Impairments (note 21) CGU determination

Investment in Zimbabwe blocked funds and financial assets (note 6) Recoverability and valuation of the asset

Deferred taxation assets (note 7) Recoverability of the deferred taxation assets arising from taxation losses

Sources of estimation uncertainty

Property, plant and equipment (note 2) Decommissioning provisions

Useful lives and residual values

Provisions (note 13) Calculation of the decommissioning and rehabilitation obligations

Financial assets and other non-current assets (note 6) Recoverability and valuation of financial assets

Other current liabilities (note 15) Put option liability valuation

Trade and other receivables (note 10) Expected credit losses on trade and other receivables

Inventories (note 9) Provision for obsolete inventory

Other intangible assets (note 5) Reserves estimates Useful lives

Assets classified as held for sale and disposal groups (note 8) PPC Barnet DRC is reflected as a non-current asset held for sale

Share-based payments (note 18) Fair value of cash and equity-settled instruments

Equity-accounted investments (note 31) Valuation of equity-accounted investments

Hyperinflation in PPC Zimbabwe (note 1.6) Gain or loss on the net monetary position

for the year ended 31 March 2022

1. BASIS OF PREPARATION continued

1.4 Going concern

The directors have considered whether the group can continue as a going concern in the foreseeable future and concluded that it can, taking into account all the considerations mentioned in note 36. On that basis, these consolidated annual financial statements have been prepared on the going concern basis.

Refer to note 36 for the detailed going concern assessment.

1.5 Foreign currency conversion guide

Functional and presentation currency

Items included in the financial reports of each entity in the group are measured using the entity's functional currency. The consolidated financial statements are presented in South African rand, which is the presentation currency of the group. An entity may have a monetary item that is receivable from a foreign operation. An item for which settlement is neither planned nor likely to occur in the foreseeable future is, in substance, a part of the entity's net investment in that foreign operation. On consolidation, exchange differences arising from the translation of the net investment in foreign operations are taken to other comprehensive income and accumulated in the foreign currency translation reserve.

Translation of foreign operations

The statement of profit or loss and other comprehensive income, cash flows and financial position of group entities which are not accounted for as entities operating in hyperinflationary economies and that have a functional currency different from the presentation currency of the group are translated into the presentation currency as follows:

Assets and liabilities, including goodwill and fair value adjustments arising on acquisition, are translated at rates of exchange ruling at the reporting date
Specific transactions in equity are translated at rates of exchange ruling at the transaction dates
Income and expenditure and cash flow items are translated at weighted average exchange rates for the period
Foreign exchange translation differences are recognised as other comprehensive income and accumulated in the foreign currency translation reserve, except to the extent the difference is allocated to non-controlling interests

The statement of profit or loss and other comprehensive income, cash flows and financial position of the group entities which are accounted for as entities operating in hyperinflationary economies and that have functional currencies different from the presentation currency of the group are translated into the presentation currency of its immediate parent at rates of exchange ruling at the reporting date. As the presentation currency of the group is that of a non-hyperinflationary economy, comparative amounts are not adjusted for changes in the price level or exchange rates in the current financial year.

Exchange rates used to translate foreign operations relative to the South African rand.

	Average rate		Closing rate
	2022	2021	2022	2021
Botswana pula	1,33	1,42	1,27	1,33
US dollar	14,94	16,26	14,48	14,77
Rwandan franc	0,01	0,02	0,01	0,01
Mozambican metical	0,24	0,23	0,23	0,22
Zimbabwe dollar	0,10	0,18	0,10	0,18

for the year ended 31 March 2022

1. BASIS OF PREPARATION continued

1.6 IAS 29 – Financial reporting in hyperinflationary economies

On 11 October 2019, the Public Accountants and Auditors Board of Zimbabwe classified Zimbabwe as a hyperinflationary economy in accordance with the provisions of IAS 29 – Financial reporting in hyperinflationary economies, applicable to entities operating in Zimbabwe with financial periods ended on or after 1 July 2019.

The PPC group concurred with this classification and applied hyperinflationary accounting for the financial years ended 31 March 2020 and 31 March 2021.

The economy in Zimbabwe remained hyperinflationary during the 2022 financial year with year-on-year inflation reaching 72,7% as at 31 March 2022.

Application of hyperinflationary accounting

The results of PPC Zimbabwe operations with a functional currency of ZWL dollar have been prepared in accordance with IAS 29 – Financial reporting in hyperinflationary economies as if the economy had been hyperinflationary from 1 April 2019.

Hyperinflationary accounting requires transactions and balances to be stated in terms of the measuring unit current at the end of the reporting period in order to account for the effect of loss of purchasing power during the period. The group uses the ZCPI as the general price index to restate amounts as Consumer Price Index (CPI) provides an official observable indication of the change in the price of goods and services.

The carrying amounts of non-monetary assets and liabilities carried at historic cost have been restated to reflect the change in the general price index from 1 April 2019 (date of application of IAS 29 – Financial reporting in hyperinflationary economies) to the end of the reporting period. An impairment loss is recognised in profit or loss if the remeasured amount of a non-monetary item exceeds its estimated recoverable amount. No adjustment has been made for those non-monetary assets and liabilities carried at fair value. Gains or losses on the net monetary position have been recognised in the statement of profit or loss. All items recognised in the income statement are restated by applying the change in the general price index from the dates when the items of income and expenses were initially earned or incurred unless they relate to items already accounted for at fair value, with the corresponding adjustment presented in the statement of profit or loss. All components of equity are restated by applying a general price index from the beginning of the period or the date of contribution, if later. All items in the statement of cash flows are expressed in terms of the general price index at the end of the reporting period.

The economy of Zimbabwe was assessed to be hyperinflationary effective 1 July 2019. IAS 29 – Financial reporting in hyperinflationary economies states that hyperinflation is applicable for an entity from the beginning of the reporting period in which it identifies hyperinflation. PPC group therefore adopted hyperinflation accounting from 1 April 2019. PPC group did not restate the prior year results as PPC reports in a stable currency. PPC Zimbabwe's hyperinflated results were converted to rand at the closing rate on 31 March 2022.

During the current year, the impact of IAS 29 – Financial reporting in hyperinflationary economies resulted in an uplift for net asset value and a loss for the year of R4 963 million (2021: R3 058 million) and R335 million (2021: R225 million) respectively. The results, net assets and cash flows were translated from ZWL dollar to ZAR at a closing rate of ZWL1 to ZAR0,1018 (2021: ZAR0,1764).

The gain or loss on the monetary position is calculated as the difference resulting from the restatement of non-monetary assets, equity and items in the statement of profit or loss and other comprehensive income and adjustment of index linked assets and liabilities.

for the year ended 31 March 2022

1. BASIS OF PREPARATION continued

1.6 IAS 29 – Financial reporting in hyperinflationary economies continued Application of hyperinflationary accounting continued

The general price index used as published by the Zimbabwe National Statistics Agency is as follows:

Date	Base year	General price index	Inflation rate
3/31/2022	2019	4 766,1	72,7
Hyperinflation impact	31 March2022IncludinghyperinflationRm	31 March2022HyperinflationadjustmentRm	31 March2022ExcludinghyperinflationRm
Statement of profit or loss
Revenue	9 882	518	9 364
EBITDA	1 493	69	1 424
Profit for the year from continuing operations	(21)	(335)	314
EPS (cents)
Basic – continuing operations	(5)	(22)	17
Diluted – continuing operations	(5)	(22)	17
Statement of financial position
Property, plant and equipment	9 255	3 535	5 720
Right-of-use assets	69	2	67
Other intangible assets	113	9	104
Inventories	1 085	67	1 018
Trade and other receivables	1 006	13	993
Retained profit	7 049	6 189	860
Total comprehensive income/(loss)	88	(335)	423
Disposal of subsidiaries	(34)	–	(34)
Share incentive scheme forfeited	5	–	5
Opening balances	6 990	6 524	466
Other reserves	(4 592)	(1 226)	(3 366)
Equity compensation reserve	465	68	397
Financial assets at fair value through other
comprehensive income	(3)	–	(3)
Foreign currency translation reserve (FCTR)	(5 054)	(1 294)	(3 760)
Long-term provisions	211	1	210
Short-term provisions	12	–	12
Deferred taxation liabilities	1 654	789	865

for the year ended 31 March 2022

2. PROPERTY, PLANT AND EQUIPMENT

Items of property, plant and equipment are initially recognised at cost, and subsequently measured at cost less accumulated depreciation and impairments.

The methods of depreciation, useful lives and residual values are reviewed annually. The following methods and rates were used during the year:

	Method	Rate
Land	Not depreciated
Capital work in progress	Not depreciated
Buildings	Straight line	Up to 30 years, limited to life of mine where appropriate
Mineral rights(a)	Straight line	Up to 30 years, limited to life of mine where appropriate
Plant	Straight line	Up to 30 years, limited to life of mine where appropriate
Vehicles	Straight line	Up to 10 years
Furniture and equipment	Straight line	Up to 6 years
Leasehold improvements	Straight line	Written off over the lease period or a shorter period if appropriate
Decommissioning asset	Straight line	Up to 30 years, limited to life of mine where appropriate
Capitalised leased plant	Straight line	Written off over the lease period or a shorter period if appropriate

(a) Mineral rights include capitalised exploration and evaluation costs.

Judgements made by management and sources of estimation uncertainty Cost capitalisation

Significant judgement is required in identifying costs to be capitalised to a project during the construction, testing and ramp-up phases. Judgement is further required to identify indirect costs that may be capitalised. Revenue and the related cost of sales generated during the pre-commissioning phase are capitalised to the plant.

The cost of an item of property, plant and equipment is recognised as an asset if it meets the following requirements:

It is probable that future economic benefits associated with the item will flow to the entity
The cost of the item can be measured reliably

The cost of an item of property, plant and equipment comprises:

Purchase price, including import duties and non-refundable purchase taxes, after deducting trade discounts and rebates
Any costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management
The initial estimate of the costs of dismantling and removing the item and restoring the site on which it is located, the obligation for which an entity incurs either when the item is acquired or as a consequence of having used the item during a particular period for purposes other than to produce inventories during that year

Reclassification of Other intangible assets to Property, plant and equipment

Mineral rights totalling R45 million were reclassified in FY21 to property, plant and equipment to align with the group's accounting policies. Management's judgement is that this is not a material reclassification and has no impact on total non-current assets.

Exploration and evaluation costs

The group capitalises all exploration and evaluation costs that meet the capitalisation criteria. In evaluating if costs incurred meet the criteria to be capitalised, sources of information are used depending on the level of exploration undertaken and the technical feasibility and commercial viability of extracting the mineral resource.

While the criteria for determining capitalisation are based on the probability of future economic benefits, the information that management uses to make that determination depends on the level of exploration. Examples of costs the group capitalises include, but are not limited to, topographical, geological, geochemical and geophysical studies, exploratory drilling and sampling.

Decommissioning assets and provisions

The cost of property, plant and equipment may also include the estimated costs of decommissioning the assets and site rehabilitation costs to the extent that they relate to the asset. Estimating the future costs of these obligations is complex as most of the obligations will only be fulfilled in the future. Furthermore, the resulting provisions and assets are influenced by changing technologies and regulations, life of mine, political, environmental, safety, business and statutory considerations across the various jurisdictions in which PPC operates.

Useful lives and residual values and nil book value assets

In line with the requirements of IAS 16 – Property, plant and equipment, it is PPC group's policy that the useful lives of assets be reviewed annually. Any changes in useful lives are accounted for prospectively as a change in estimate in terms of IAS 8 – Accounting policies, changes in accounting estimates and errors. Useful lives of property, plant and equipment are based on management estimates and take into account historical trends, obsolescence and maintenance strategies.

The current year assessment resulted in an adjustment of useful lives of certain assets to reflect the pattern of consumption of the future economic benefits embodied in the assets. The impact of the change in applying the adjusted useful lives for the year ended 31 March 2022 is a decrease in the depreciation expense of R21 million (2021: R10 million).

The gross value of the remaining fully depreciated property, plant and equipment which is still in use by the group is not material.

for the year ended 31 March 2022

2. PROPERTY, PLANT AND EQUIPMENT continued

	Freehold andleasehold land,buildings andmineral rights(a)Rm	DecommissioningassetsRm	Plant, vehicles,furniture andequipmentRm	TotalRm
March 2022
Cost	3 172	338	14 576	18 086
Accumulated depreciation and impairments	(937)	(99)	(7 795)	(8 831)
	2 235	239	6 781	9 255
Movements during the year
Net carrying value at the beginning of the year	2 149	262	7 211	9 622
Additions	30	3	517	550
To enhance existing operations	19	3	508	530
To expand operations	11	–	9	20
Depreciation	(112)	(8)	(786)	(906)
Disposals	(4)	–	(18)	(22)
Impairments (refer to note 21)	(8)	(1)	(3)	(12)
Other movements	39	(2)	(39)	(2)
Hyperinflation impact(b)	566	99	1 070	1 735
Translation differences	(425)	(114)	(1 171)	(1 710)
Net carrying value at the end of the year	2 235	239	6 781	9 255

		Cost	Accumulateddepreciation	Net carryingvalue

	Rm	Rm	Rm
Translation differences comprise:
Botswana	(6)	5	(1)
Rwanda	(83)	35	(48)
Zimbabwe(c)	(2 497)	836	(1 661)
Total	(2 586)	876	(1 710)

(a) Mineral rights include capitalised exploration and evaluation costs.

(b) Hyperinflation resulted in a R3 535 million uplift of the carrying amount of property, plant and equipment, which comprise:

	Rm
Hyperinflation impact included in opening balance	3 719
Additions	22
Depreciation(d)	(366)
Hyperinflation impact on current year	1 735
Translation differences	(1 575)
Net impact	3 535

(c) As a result of a significant devaluation of the ZWL dollar against the ZAR, from March 2021 to March 2022, of ZAR:ZWL 0,18 to 0,10, the group recognised a R1,7 billion decrease in the net carrying value of property, plant and equipment which is included in translation differences.

(d) During the current year a change in interpretation was determined on the calculation of the hyperinflation impact on depreciation. The change is in line with industry practice in Zimbabwe. Previously, hyperinflated depreciation was calculated by restating the historical depreciation expense using monthly inflation indices at each given reporting period (straight-line method) and in the current year this was changed to the effective depreciation rate method. The interpretation requires depreciation to be calculated on the opening property, plant and equipment balance, including the impact of hyperinflation from the date of acquisition. The change in interpretation was adjusted prospectively in the current year. The prior year depreciation was R29 million using the straight-line method. Overall there is no impact on statement of profit or loss as under the previous method, the difference between opening and closing accumulated depreciation (not accounted for in the depreciation line item) was taken to Net monetary loss on hyperinflation in Zimbabwe.

for the year ended 31 March 2022

2. PROPERTY, PLANT AND EQUIPMENT continued

	Reclassified(a)freehold and
	leasehold land,		Plant, vehicles,
	buildings and	Decommissioning	furniture and	Reclassified
	mineral rights(b)	assets	equipment	Total
	Rm	Rm	Rm	Rm
March 2021
Cost	2 927	353	14 467	17 747
Accumulated depreciation and impairments	(778)	(91)	(7 256)	(8 125)
	2 149	262	7 211	9 622
Movements during the year
Net carrying value at the beginning of the year	3 194	409	8 902	12 505
Additions	18	11	358	387
To enhance existing operations	14	6	257	277
To expand operations	4	5	101	110
Depreciation	(74)	(6)	(573)	(653)
Disposals	(1)	–	(12)	(13)
(Impairments)/reversal of impairment (refer to note 21)	(331)	(6)	935	598
Other movements	103	13	(76)	40
Hyperinflation impact	763	157	1 789	2 709
Transfer to assets held for sale and held by disposal groups
(refer to note 8)(c)	(620)	(16)	(1 081)	(1 717)
Translation differences	(903)	(300)	(3 031)	(4 234)
Net carrying value at the end of the year	2 149	262	7 211	9 622

(a) Other intangible assets (mineral rights) of R45 million have been reclassified to property, plant and equipment to align the group accounting policies.

(b) Mineral rights include capitalised exploration and evaluation costs. (c) Transferred to assets held for sale and held by disposal groups. Refer to note 8.

	Cost	Accumulateddepreciation	Net carryingvalue
Translation differences comprise:
Botswana	(18)	15	(3)
Rwanda(a)	(499)	173	(326)
DRC	(826)	362	(464)
Zimbabwe	(5 190)	1 749	(3 441)
Mozambique	(1)	1	–
Total	(6 534)	2 300	(4 234)
		March2022Rm	March2021Rm
Carrying amount of assets pledged as security:
PPC Cement SA		3 156	2 202
Rwanda		1 086	1 164
Zimbabwe		–	3 955
		4 242	7 321

for the year ended 31 March 2022

2. PROPERTY, PLANT AND EQUIPMENT continued

Judgements made by management and sources of estimation uncertainty The value-in-use amounts were determined using the discount rates and assumptions detailed in note 21.

Impairments and reversals have been recognised in the current year, refer to note 21 for the details.

	March2022Rm	March2021Rm
Cash flow from investment in property, plant and equipment
Acquisition of property, plant and equipment	550	361
Movement in capital expenditure payables (refer to note 16)	3	6
	553	367

3. LEASES

In the capacity of a lessee

This note provides information for leases where the group is a lessee only as it is not a lessor to any third party.

3.1 Right-of-use assets

The group recognises a right-of-use asset and a corresponding lease liability at the lease commencement date. The right-of-use asset is initially measured at cost (which is equal to the lease liability adjusted for previously recognised prepaid or accrued lease payments relating to that lease) and increased with initial direct costs incurred and the amount of any provision recognised where the group is contractually required to dismantle, remove or restore the leased asset. After the commencement date, the right-of-use assets are measured at cost less any accumulated depreciation and any accumulated impairment losses and adjusted for any remeasurement of the lease liability. Right-of-use assets are assessed for impairment in accordance with the requirements of IAS 36 – Impairment of assets. The right-of-use asset is depreciated over the shorter of the asset's useful life and the lease term on a straight-line basis.

Depreciation is calculated using the straight-line method over the estimated useful lives of the right-of-use asset or the lease term. The predominant estimated useful lives are as follows:

Description	Term in years
Property and plant	2 – 5
Vehicles	2 – 3
Land	2 – 5
Buildings	2 – 5

The lease term determined by the group comprises:

■ Non-cancellable period of lease contracts

■ Periods covered by an option to extend the lease if the lessee is reasonably certain to exercise that option

■ Periods covered by an option to terminate the lease if the lessee is reasonably certain not to exercise that option

for the year ended 31 March 2022

3. LEASES continued

3.1 Right-of-use assets continued

	Property and
	plantRm	VehiclesRm	LandRm	BuildingsRm	TotalRm
March 2022
Cost	35	23	25	42	125
Accumulated depreciation and impairments	(10)	(8)	(17)	(21)	(56)
	25	15	8	21	69
Movements during the year
Net carrying value at the beginning of the
year	14	16	4	34	68
Additions	28	3	3	3	37
Depreciation	(10)	(6)	(5)	(13)	(34)
Derecognition	(8)	1	3	(1)	(5)
Impairments (refer to note 21)	1	1	1	–	3
Other movements	–	–	2	–	2
Translation differences	–	–	–	(2)	(2)
Net carrying value at the end of the year	25	15	8	21	69

	Property andplant	Vehicles	Land	Buildings	Total
	Rm	Rm	Rm	Rm	Rm
March 2021
Cost	36	27	16	44	123
Accumulated depreciation and impairments	(22)	(11)	(12)	(10)	(55)
	14	16	4	34	68
Movements during the year
Net carrying value at the beginning of the
year	22	20	16	54	112
Additions	2	9	–	14	25
Depreciation	(10)	(6)	(12)	(17)	(45)
Derecognition	1	(5)	(2)	(3)	(9)
Impairments (refer to note 21)	(1)	(2)	(3)	(2)	(8)
Other movements	–	–	5	–	5
Transfer to assets held for sale and held by
disposal groups (refer to note 8)	–	–	–	(10)	(10)
Translation differences	–	–	–	(2)	(2)
Net carrying value at the end of the year	14	16	4	34	68

The group's leases consist mainly of leasing of buildings, property and plant and vehicles. In certain lease agreements of machinery, equipment and vehicles, variable lease payments are included based on operating hours used, kilometres travelled or output. These leases provide greater flexibility in terms of usage, such as for certain types of trucks and vehicles where operating levels depend on production capacity and demand and are recognised as expenses when incurred.

for the year ended 31 March 2022

3. LEASES continued

3.2 Lease liabilities

The lease liability is initially measured at the present value of the remaining lease payments on the commencement date, discounted using the incremental borrowing rate. The lease liability is subsequently increased by the finance cost on the lease liability and decreased by lease payments made. The lease liability is remeasured when there is a change in the future lease payments arising from a change in an index or rate. The group has elected to split lease and non-lease components for leases per class.

The assessment of the lease term is reviewed if a significant event or a significant change in circumstances occurs that is within the control of the lessee.

Discount rate

The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, which is generally the case for leases in the group, the lessee's incremental borrowing rate is used, being the rate that the individual lessee would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and conditions. The lease liabilities were measured at the present value of the remaining lease payments, discounted using the incremental borrowing rate of the group entity that is the counterparty to the lease contract, at inception of the lease. This incremental borrowing rate was derived from the external third-party borrowing rate of the particular group entity.

	March2022Rm	March2021Rm
Net carrying value at the beginning of the year	60	130
New leases capitalised during the year	37	–
Modification of existing leases – gain	–	(10)
Modification of existing leases – decrease in right-of-use asset	–	(1)
Disposals	(7)	–
Lease payments made during the year	(35)	(53)
Finance costs	5	10
Translation differences	(1)	(1)
Transfer to assets held for sale and held by disposal groups (refer to note 8)	–	(15)
Net carrying value at the end of the year	59	60
Non-current lease liabilities	38	32
Current lease liabilities	21	28
	59	60
Maturity analysis – undiscounted contractual cash flows
Less than one year	33	35
One to five years	43	33
	76	68
Breakdown of lease payments
Fixed payments	31	45
Variable payments	4	2
Total payments	35	47
Amounts recognised in statement of profit or loss
Depreciation on right-of-use asset	34	34
Interest expense on lease liabilities	5	8
Expenses relating to short-term leases(a)	3	12
Modification of existing leases	–	(10)
Right-of-use asset impairment (reversal)/impairment	(2)	6
Net effect	40	50

(a) These expenses relate to rental expenses that do not meet the IFRS 16 recognition criteria.

3.4 Amounts recognised in statement of cash flow

The total cash outflow for leases accounted for in terms of IFRS 16 in 2022 was R35 million (2021: R47 million), including R5 million (2021: R8 million) for finance costs and principal payments of R30 million (2021: R39 million). Included in cash flows from operating activities is R3 million (2021: R12 million) relating to short-term lease payments, payments for leases of low-value assets and variable lease payments are not included in the measurement of the lease liability.

for the year ended 31 March 2022

4. GOODWILL

	March2022Rm	March2021Rm
Cost	321	326
Accumulated impairments	(284)	(288)
	37	38
Movements of goodwill
Net carrying value at the beginning of the year	38	48
Translation differences	(1)	(10)
Net carrying value at end of the year	37	38
Goodwill, net of impairments, is allocated to the following CGUs:
CIMERWA (international cement segment)	37	38
	37	38

Judgements made by management and sources of estimation uncertainty

Impairment is determined by assessing the recoverable amount of the CGU to which the goodwill is allocated. The recoverable amounts of the CGUs are assessed by determining the value in use of the CGU. These assessments use cash flow projections based on the most recent financial budgets approved by the board for the next five years. Cash flows beyond the five-year period are extrapolated using the growth rates as noted in note 21.

CIMERWA

The recoverable amount for this CGU of R3 071 million (2021: R2 520 million) was determined based on a value-in-use assessment, using cash flow projections based on financial forecasts approved by the board and over a five-year valuation period.

In both the current and prior reporting periods, the recoverable amount was higher than the current carrying value of the CGU, resulting in no impairment being recognised. CIMERWA is included under cement international in the segmental analysis.

There are no indications that any reasonable possible change in the key assumptions on which the recoverable amount has been assessed would result in the carrying amount exceeding the recoverable amount of this CGU.

for the year ended 31 March 2022

5. OTHER INTANGIBLE ASSETS

	Enterprise
	resourceplanning
	(ERP)	Brand,
	development	trademarks and
	and other	customer	Reclassified(a)
	softwareRm	relationshipsRm	TotalRm

2022
Cost	440	515	955
Accumulated amortisation and impairments	(343)	(499)	(842)
	97	16	113
Movements during the year
Net carrying value at the beginning of the year	87	62	149
Additions	18	–	18
Amortisation	(13)	(15)	(28)
Impairments (refer to note 21)	–	(29)	(29)
Hyperinflation impact(b)	4	–	4
Other movements	5	–	5
Translation differences	(4)	(2)	(6)
Net carrying value at the end of the year	97	16	113
2021
Cost	439	528	967
Accumulated amortisation and impairments	(352)	(466)	(818)
	87	62	149
Movements during the year
Net carrying value at the beginning of the year	94	136	230
Additions	9	–	9
Amortisation	(18)	(27)	(45)
Hyperinflation impact	8	–	8
Impairments reversals/(impairments)	1	(35)	(34)
Other movements	4	–	4
Translation differences	(11)	(12)	(23)
Net carrying value at the end of the year	87	62	149

(a) Other intangible assets (mineral rights) of R45 million have been reclassified to property, plant and equipment to align with the group accounting policies. (b) Hyperinflation resulted in a R9 million uplift of the carrying amount of other intangible assets, which comprise:

	Rm
Hyperinflation impact included in opening balance	10
Amortisation	(1)
Hyperinflation impact on current year	4
Translation differences	(4)
Net impact	9

Useful lives	Method	Rate
ERP development and other softwareBrand and trademarks	Straight lineStraight line	2 to 10 years2 to 15 years
Customer relationships	Straight line	2 to 5 years

for the year ended 31 March 2022

5. OTHER INTANGIBLE ASSETS continued

Judgements made by management and sources of estimation uncertainty

Brand, trademarks and customer relationships

Included in brand, trademarks and customer relationships are brands and trademarks of R36 million (2021: R60 million), contracted and non-contracted customer relationships of Rnil (2021: R2 million). At year-end, brand and trademarks and customer relationships have an estimated average remaining useful life of seven years.

The group has conducted an impairment assessment on all brands, trademarks and customer relationships as part of annual impairment, refer to note 21.

The group does not have any indefinite useful life intangible assets, other than goodwill (refer to note 4).

6. OTHER NON-CURRENT ASSETS

	Notes	March2022Rm	March2021Rm
Financial assets
Non-current financial assets at fair value through profit or loss
Unlisted collective investment	6.1.1	144	129
PPC Zimbabwe financial asset	6.1.2	–	57
Cell captive investment	6.1.3	19	7
Total non-current financial assets at fair value through profit or loss		163	193
Non-current financial assets at fair value through other comprehensive income
Investment in Old Mutual shares on the Zimbabwe Stock Exchange	6.1.4	3	3
Total non-current financial assets at fair value through other comprehensive income		3	3
Total financial assets		166	196
Other non-current assets
Zimbabwe blocked funds	6.2.1	32	50
Total other non-current assets		32	50

Judgements made by management and sources of estimation uncertainty

Due to the longer-term nature of the non-current assets, judgement is required in determining the recoverability and valuation of the various non-current assets held by the group.

6.1.1 Unlisted collective investment

This comprises an investment by the PPC Environmental Trust in the Old Mutual Capital Builder Portfolio, with the fair value being calculated using the ruling prices on 31 March 2022. During the year there were no funds reinvested into the unit trusts (2021: R6 million), however, after year-end unit trusts were sold as part of the Lime sale transaction, refer to note 20. These funds are held to fund PPC's South African environmental obligations. Cash held by the PPC Environmental Trust is restricted cash. Refer to note 11 and note 20.

The financial asset is classified at fair value through profit or loss.

6.1.2 PPC Zimbabwe financial asset

The PPC Zimbabwe financial asset arose when the US dollar denominated Zimbabwe loan (refer to note 14) was registered with the RBZ in accordance with Statutory Instrument 33. In terms of Statutory Instrument 33, the loan qualified as legacy debt and a ZWL dollar amount equivalent to the US dollar loan balance was transferred to the RBZ as restricted cash (refer to note 11) and this amount qualified for the 1:1 conversion of US$ to ZWL.

Refer to note 28 for fair value disclosure with regards to this financial instrument.

On 31 December 2021, RBZ honoured its commitment to settle the remaining principal through a payment of R41 million. This payment by the RBZ settled the Trade and Development Bank (TDB) loan in exchange for equivalent ZWL funds converted at a rate of 1:1 in accordance with the legacy debt commitment. This resulted in the financial asset meeting its derecognition criteria as the contractual rights to the cash flows from the assets were fulfilled. Accordingly, the financial asset balance is nil as at 31 March 2022 (2021: R57 million).

The net fair value gain on the Zimbabwe financial asset of R56 million (2021: R256 million gain) comprised a decrease in intrinsic value of R1 million (2021: R152 million) and a credit risk fair value gain of R57 million (2021: R104 million).

The financial asset was classified at fair value through profit or loss and derecognised during the current year.

for the year ended 31 March 2022

6. OTHER NON-CURRENT ASSETS continued

6.1.3 Cell captive investment

PPC invested in preference shares in Centriq Insurance Company Limited, a licensed cell captive insurer. The preference shares are governed by a preference share agreement (also called a subscription agreement) which confers certain rights and obligations on the shareholder and the insurer. Some of the main features include the fact that the shareholder (cell owner) gets the right to share in the profits of a specified book of insurance policies. If there are losses on the book, the cell owner has the obligation to recapitalise the cell. Capitalisation and recapitalisation of the cell is by way of a cash injection into the insurer, who allocates the capital to the cell.

The group has determined that it does not have control over its insurance cell captive, as cell captive structures in South Africa do not satisfy the consolidation criteria of IFRS 10 – Consolidated financial statements, due to the fact that a breach of the cell's ringfenced nature is legally and practically possible, even though it is highly unlikely. The cell captive has therefore not been consolidated.

The investment is initially measured at cost and subsequently at fair value, with changes recognised in profit or loss. The valuation of the cell captive is determined using the net asset value at each reporting date. The cell captive also recognises technical provisions of gross unearned reserve and the IBNR (incurred not yet reported) provision as required for insurance companies.

6.1.4 Investment in Old Mutual shares on the Zimbabwe Stock Exchange

This investment relates to the investment in 200 000 Old Mutual shares on the Zimbabwe Stock Exchange. The market value as at 31 March 2022 is R3 million (2021: R3 million). As a result of the uncertainty around the expatriation of funds from Zimbabwe, the investment has been classified as non-current.

The shares remain suspended on the Zimbabwe Stock Exchange. The Securities and Exchange Commission of Zimbabwe issued directive SS28/04/2021 for all dual listed counters that are suspended to be valued using the JSE price.

6.2.1 Zimbabwe blocked funds

No formal confirmation has been received from the Reserve Bank of Zimbabwe (RBZ) regarding repayment of this amount and as such the investment is classified as non-current. The investment is a statutory receivable and, as no repayment terms have been agreed, it is not a financial asset as defined. It is, however, PPC Ltd's policy to value the Zimbabwe blocked funds as if it was a financial asset, and therefore it is valued at fair value through profit or loss.

for the year ended 31 March 2022

7. TAXATION

7.1 Income tax accounting policy

Current tax

Income tax expense comprises current tax, deferred tax and withholding tax. Income tax expense or credit for the period is tax which is payable on the current period's taxable income based on the income tax rate in each jurisdiction. The tax payable is adjusted for changes in deferred tax assets and liabilities attributable to temporary differences and unused tax losses.

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period in the countries where the company and other group entities operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which the applicable tax regulation is subject to interpretation.

Provisions, where appropriate, are established on the basis of amounts expected to be paid to the tax authorities. Income tax for the current and prior periods is recognised as a liability to the extent that it is unpaid. If the amount already paid in respect of current and prior periods exceeds the total amount due for those periods, the excess is recognised as an asset and is reversed when it reduces future tax payments.

Deferred tax

Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill. Deferred income tax is also not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that, at the time of the transaction, affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates and laws that have been enacted or substantially enacted by the end of the reporting period and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.

Deferred tax liabilities are recognised for all taxable temporary differences.

Deferred tax assets are recognised to the extent it is probable that taxable profits will be available in future periods against which deductible temporary differences and losses can be utilised. The recognition of deferred tax assets is assessed at subsidiary level taking into account the applicable legal provisions of that jurisdiction.

Current and deferred tax is recognised in profit or loss.

Withholding tax

Withholding tax is payable at a rate of 5% to 15% on amounts paid to the group entities by certain of their subsidiaries as dividends, interest and management fees.

Judgements made by management and sources of estimation uncertainty

The group is subject to direct and indirect taxation in a number of jurisdictions. There may be transactions and calculations for which the ultimate tax determination has an element of uncertainty in the ordinary course of business. Where the final tax determination is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax liabilities in the year in which such determination is made.

	March2022Rm	March2021Rm
South African normal taxation
Current taxation	44	8
Current year	6	16
Prior years	38	(8)
Deferred taxation	67	516
Current year	97	541
Prior years	2	(25)
Change in tax rate	(32)	–
Foreign normal taxation
Current taxation	106	99
Current year	106	99
Deferred taxation	(32)	108
Current year	(32)	108
Withholding taxation	22	11
Taxation charge	207	742

for the year ended 31 March 2022

7. TAXATION continued

7.1 Income tax accounting policy continued

	31 March 2022%	31 March 2021%
Taxation rate reconciliation
Effective tax rate	111	42
Prior years' taxation impact	(21)	2
Income taxation effect of:
Foreign taxation rate differential	3	1
Expenditure attributable to non-taxable income	(7)	(1)
Transfer pricing adjustment	(3)	(1)
Expenditure not deductible in terms of taxation legislation(a)	(31)	–
Withholding taxation	(12)	(1)
Fair value adjustments on financial instruments not taxable	4	1
Normalised taxation rate	44	43
Taxation effect of the following transactions
Deferred taxation not raised	(12)	(8)
Change in tax rate	17	–
Adjusted taxation rate before Zimbabwe	49	35
Expected credit loss provision on Zimbabwe blocked funds	(3)	2
Fair value adjustment on Zimbabwe financial asset	8	–
Tax effect of Zimbabwe hyperinflation and Statutory Instrument 33	(26)	(9)
South African normal taxation rate	28	28

(a) Disallowed expenses in the jurisdictions in which PPC operates including interest, legal and consulting fees that are capital in nature, fines and penalties, non-deductible IFRS adjustments and limitations on the deductible value of telephone, entertainment and public relations.

	March2022Rm	March2021Rm
Taxation paid
Net amounts receivable at the beginning of the year	(85)	(48)
Charge per income statement (excluding deferred taxation)	172	114
Impact of foreign rate differences and other non-cash flow movements	(58)	(17)
Net amounts receivable at the end of the year	(18)	85
	11	134
Deferred taxation
Net liability at the beginning of the year comprises:	1 597	1 229
Deferred taxation asset	24	26
Deferred taxation liability	1 621	1 255
Transfer to assets held for sale and disposal groups	–	(44)
Income statement charge	65	649
Change in tax rate adjustment	(32)	–
Prior year taxation adjustment	2	(25)
Deferred taxation impact of FCTR on the DRC deficiency loan	–	(58)
Effect of hyperinflation accounting on deferred taxation	368	557
Translation differences	(372)	(711)
Net liability at the end of the year comprises:	1 628	1 597
Deferred taxation asset	26	24
Deferred taxation liability	1 654	1 621
Analysis of deferred taxation
Property, plant and equipment	1 808	1 944
Other non-current assets	117	145
Current assets	(35)	(23)
Non-current liabilities	(12)	(74)
Current liabilities	(142)	(184)
Reserves	(12)	15
Taxation losses	(96)	(226)
	1 628	1 597

for the year ended 31 March 2022

7. TAXATIONcontinued

7.3 Deferred taxation continued

Judgements made by management and sources of estimation uncertainty Current tax

The group is subject to direct and indirect taxation in a number of jurisdictions. There may be transactions and calculations for which the ultimate tax determination has an element of uncertainty in the ordinary course of business. The group recognises tax liabilities for anticipated tax issues by making use of estimates and by considering whether additional taxes will be payable. Where the final tax determination is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax liabilities in the year in which such determination is made.

Deferred tax

In terms of the deferred tax assets recognised, the group has made estimates in assessing whether future taxable profits will be available. Future taxable profits are determined based on forecasts, budgets and business plans for individual subsidiaries within the group and the probable reversal of taxable temporary differences in future. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised. Such reductions are reversed when the probability of future taxable profits improves.

	March2022Rm	March2021Rm
Analysis of the group's deferred tax assets arising from taxation losses
CIMERWA	32	84
PPC Cement SA	11	89
PPC Ltd	53	53
	96	226

Recoverability assessment of CIMERWA Cement Limitada deferred tax asset

CIMERWA has accumulated tax losses of R160 million (RWF11 billion) which arose in 2015, as a result of a substantial investment allowance in terms of the Rwandan Investment Code, on the construction of the new plant. The value at risk of being derecognised if the deferred tax asset, which arose as a result of the investment allowance, is not recoverable at 31 March 2022 is R32 million (RWF2 billion).

Carry forward of taxable losses beyond 30 September 2022

The Rwandan tax legislation limits the utilisation of tax losses to a five-year period following the year in which the loss was incurred. A taxpayer can, however, apply to the Rwandan Revenue Authority for the tax losses to be carried forward for more than five tax periods, subject to the fulfilment of certain requirements. CIMERWA was not able to fully utilise the tax loss within the five-year period, which expired in the 2020 tax period.

CIMERWA applied to the Rwanda Revenue Authority to approve the carry forward of the taxable losses. The Rwanda Revenue Authority authorised the application for a further two-year extension up until 30 September 2022. CIMERWA anticipated that the tax losses will not be utilised by 30 September 2022 and applied for a further extension of the tax loss utilisation period. The Rwanda Revenue Authority has approved a carry forward of the tax losses until 30 September 2024.

The key judgements and assumptions disclosed in note 21 were used in assessing the recoverability of the CIMERWA deferred tax asset. The cash flow projections were adjusted to take into consideration the impact of the Rwandan tax legislation and on that basis, the R32 million (RWF2 billion) deferred tax asset noted above will be utilised by 30 September 2024.

for the year ended 31 March 2022

7. TAXATION continued

7.3 Deferred taxation continued

Judgements made by management and sources of estimation uncertainty continued

Recent material amendments to legislation in South Africa

The group has taken note of South Africa's finance minister's announcement in the budget speech on 22 February 2022 relating to the future limitation on the utilisation of assessed losses to 80% of taxable income, with effect from FY23. The amendment will result in the assessed losses in South Africa being utilised over a longer period. This does not affect the recoverability of the assessed losses. The corporate tax rate will decrease from 28% to 27% and this change will become effective during FY23. The change in tax rate has resulted in the deferred tax for FY22 being recognised at 27%.

Recoverability assessment of PPC Cement SA deferred tax asset

The PPC Cement SA deferred tax asset recoverability was based on applicable South African tax laws and approved business plans. PPC Cement SA currently has a tax loss of R40 million (2021: R277 million) and a deferred tax asset of R11 million (2021: R89 million). This loss is attributable to section 12I and 12L tax allowances which the company is entitled to claim in respect of improvements that were made to its Slurry plant. PPC Cement SA is expected to fully utilise its tax losses by 2023 based on the approved budgets as at 31 March 2022.

When assessing the recoverability of the deferred tax asset, management took into consideration the key judgements and assumptions disclosed under note 21. The cash flow projections were adjusted for the impact of the Income Tax Act in the determination that the tax cash outflows will commence from the 2023 financial year.

Recoverability of PPC Ltd deferred tax asset

The PPC Ltd deferred tax asset recoverability was based on applicable South African tax laws and approved business plans. PPC Ltd currently has a tax loss of R196 million (2021: R190 million). The company has deferred tax temporary differences that will unwind in the foreseeable future and this will result in the utilisation of the deferred tax asset that resulted from the tax loss. The tax loss is expected to be recovered in the normal course of business and therefore the deferred tax asset has been recognised.

Deferred tax assets not recognised

Deferred tax assets have not been recognised for the tax losses in PPC Group Services, Pronto Building Materials and 3Q Mahuma Concrete due to the inability of these entities to generate taxable income within the foreseeable future.

for the year ended 31 March 2022

7. TAXATION continued

7.3 Deferred taxation continued

Judgements made by management and sources of estimation uncertainty continued Uncertain tax positions

The group is involved in direct and indirect tax matters specific to the respective jurisdictions in which the group operates. These matters may not necessarily be resolved in a manner that is favourable to the group. The group has therefore considered that it is not probable that the taxation authority will accept an uncertain tax treatment and recognised a provision based on the most likely amount.

The impact of applying IFRIC 23 – Uncertainty over income tax treatments is as follows:

	March2022Rm	March2021Rm
Impact on Statement of Profit or Loss
Finance costs	1	1
Taxation	–	6
	1	7
Impact on Statement of Financial Position
Taxation payable	–	16
Deferred tax liability	–	3
Non-current liabilities	–	19

8. ASSETS CLASSIFIED AS HELD FOR SALE AND DISPOSAL GROUPS

	Notes	31 March2022Rm	31 March2021Rm
Non-current assets held for sale	8.1	2 458	2 984
Liabilities associated with assets held for sale and disposal groups	8.2	(3 122)	(3 299)
		(664)	(315)

During the current year, PPC Lime Limited (PPC Lime) and PPC Aggregate Quarries Botswana Proprietary Limited (PPC AQB) were sold. Refer to note 20 for further details.

PPC Barnet DRC Holdings and its DRC subsidiaries (PPC Barnet)

At 31 March 2021, PPC Barnet was classified as an asset held for sale. The classification remains consistent in the current year. Binding long-form agreements for the restructure of the senior lender debt took longer to conclude than expected at 31 March 2021 and were ultimately signed on 19 April 2022 and all the conditions precedent were met on 29 April 2022, from which date PPC will cease to consolidate PPC Barnet, refer to note 33.

During the current year, an impairment reversal of R215 million was recognised (2021: R 761 million loss).

for the year ended 31 March 2022

8. ASSETS CLASSIFIED AS HELD FOR SALE AND DISPOSAL GROUPS continued

8.1 Assets held for sale and held by disposal groups

March 2022	PPC Barnet –DRC	PPC Limeenvironmentaltrust	Total
Property, plant and equipment(a)	1 632	–	1 632
Right-of-use assets	17	–	17
Other non-current assets	166	25	191
Inventory	319	–	319
Trade and other receivables	112	–	112
Cash and cash other equivalents	187	–	187
Total assets	2 433	25	2 458
Liabilities associated with assets held for sale and disposalgroups
Provisions	(52)	–	(52)
Lease liabilities	(11)	–	(11)
Other non-current liabilities	(18)	(25)	(43)
Trade and other payables	(591)	–	(591)
Short-term portion of long-term borrowings	(2 414)	–	(2 414)
Taxation payable	(11)	–	(11)
Total liabilities	(3 097)	(25)	(3 122)
Total equity	(664)	–	(664)

8.1 Assets held for sale by disposal groups

March 2021	PPC Barnet –DRC	PPC Lime	PPC BotswanaAggregates	Reclassified(a)Total
Property, plant and equipment(b)	1 451	250	16	1 717
Right-of-use assets	5	5	–	10
Financial assets	–	30	–	30
Other non-current assets	183	–	–	183
Deferred taxation assets	–	–	3	3
Inventory	221	79	27	327
Trade and other receivables	187	89	13	289
Taxation receivable	–	12	–	12
Cash and cash other equivalents	392	2	19	413
Total assets	2 439	467	78	2 984
Liabilities associated with assets held for sale and disposalgroups
Provisions	(60)	(22)	(14)	(96)
Deferred taxation liabilities	–	(41)	–	(41)
Lease liabilities	(8)	(6)	(1)	(15)
Other non-current liabilities	(18)	–	–	(18)
Trade and other payables	(544)	(85)	(23)	(652)
Short-term portion of long-term borrowings	(2 482)	–	–	(2 482)
Taxation payable	(2)	7	–	5
Total liabilities	(3 114)	(147)	(38)	(3 299)
Total equity	(675)	320	40	(315)

(a) Other intangible assets (mineral rights) of R96 million have been reclassified to property, plant and equipment to align with the group accounting policies.

(b) The DRC property, plant and equipment are pledged as security for the short-term portion of long-term borrowings.

for the year ended 31 March 2022

8. ASSETS CLASSIFIED AS HELD FOR SALE AND DISPOSAL GROUPS continued

		31 March(a)2022Rm	31 March2021Rm
Discontinued operations
Revenue		1 318	1 498
Cost of sales		(1 060)	(1 371)
Gross profit		258	127
Expected credit losses on financial assets		(2)	(3)
Administration and other operating expenditure		(142)	(168)
Operating profit/(loss) before items listed below:		114	(44)
Fair value and foreign exchange loss		(3)	(20)
Profit on disposal of subsidiaries	20	175	–
Impairments		215	(761)
Profit/(loss) before finance costs, investment income		501	(825)
Finance costs		(343)	(338)
Investment income		13	10
Profit/(loss) before taxation		171	(1 153)
Taxation		(13)	12
Profit/(loss) for the year from discontinued operations		158	(1 141)
Attributable to:
Shareholders of PPC Ltd		159	(794)
Non-controlling interests		(1)	(347)
		158	(1 141)
Profit/(loss) per share (cents)
Basic – discontinued operations		10	(53)
Diluted – discontinued operations		10	(52)
Cash flows from discontinued operations
Net operating cash flows from discontinued operations		(174)	342
Net investing cash flows from discontinued operations		472	(19)
Net financing cash flows from discontinued operations		(20)	(5)
Effect of exchange rate movements on cash and cash
equivalents		(2)	(15)
Net (decrease)/increase in cash and cash equivalents		276	303

(a) This includes amounts for PPC AQB until 16 September 2021, PPC Lime until 30 September 2021 and PPC Barnet until 31 March 2022.

for the year ended 31 March 2022

9. INVENTORIES

Inventories are initially recognised at cost, determined using a weighted average cost formula. Subsequently, inventories are stated at the lower of cost and net realisable value.

	March2022Rm	March2021Rm
Raw materials	139	194
Work in progress	201	162
Finished goods	439	366
Consumable stores	535	609
Inventory obsolescence	(229)	(220)
	1 085	1 111

Judgements made by management and sources of estimation uncertainty

The provision for obsolete inventory, which is specific to consumables, is calculated on an item-by-item basis with regards to specific circumstances and history of usage, and the methodology is consistent with the prior year. Included in consumable inventory is consumables, spare parts and refractories.

Critical spares are major spare parts, the unavailability of which would result in substantial loss of sales, increased cost of production, or serious adverse environmental consequences. These spares are used only in connection with specific critical plant and equipment as opposed to general use (eg general bearings and tyres), and the spare parts are expected to be used for a period of more than 12 months. Due to its nature, these spare parts are held in inventory until used, when they are reclassified to property, plant and equipment. Critical spares that amounted to R17 million were reclassified from inventory to property, plant and equipment. Notwithstanding the aforesaid, it is group policy to account for all critical spares in excess of R250 000 in property, plant and equipment.

Inventory written down to net realisable value amounted to R11 million (2021: R46 million) during the year.

The cost of inventories recognised as an expense in cost of sales during the year was R5 489 million (2021: R5 169 million).

In the current year, PPC Cement SA had inventory of R631 million (2021: R458 million) that was pledged as security (refer to note 14 for further details on pledged inventory). During the prior year PPC Zimbabwe had pledged inventory of R137 million and none in the current year because the TDB facility was settled. Inventory includes hyperinflation impact of R67 million (2021: R195 million) arising from PPC Zimbabwe.

10. TRADE AND OTHER RECEIVABLES

Trade receivables comprise receivables that are due from customers which arise from transactions for the sale of goods in the ordinary course of business. Trade receivables and other financial receivables are primarily accounted for at amortised cost. Receivables for prepayments and VAT are stated at their nominal values.

	March2022Rm	March2021Rm
Trade receivables	765	886
Loss allowance (refer to note 28)	(79)	(126)
Net trade receivables	686	760
Foreign exchange contracts (refer to note 28)	–	1
Other financial receivables	69	54
Trade and other financial receivables	755	815
Prepayments	158	166
VAT receivable	93	12
	1 006	993

Trade and other financial receivables are due for settlement within the next 12 months and are therefore all classified as current. Trade and other financial receivables are recognised initially at the amount of consideration that is unconditional, unless they contain significant financing components, in which case they are recognised at fair value. They are subsequently measured at amortised cost using the effective interest method, less loss allowances. Details regarding the group's exposure to credit risk and the calculation of expected credit losses are provided in note 28.

Except for the trade receivables of PPC Cement SA of R539 million, no receivables have been pledged as security. PPC Zimbabwe had no trade receivables pledged in the current year because the TDB facility was settled in the current year (2021: R38 million).

Due to the short-term nature of current trade and other financial receivables measured at amortised cost, their carrying amount is considered to be the same as their fair value.

for the year ended 31 March 2022

11. CASH AND CASH EQUIVALENTS

Currency analysis	March2022Rm	March2021Rm
Botswana pula	30	66
Mozambican metical	1	1
Zimbabwe dollar	30	29
Rwandan franc	115	67
South African rand	143	86
United States dollar	258	208
Balance at the end of the year	577	457

Judgements made by management and sources of estimation uncertainty

Cash and cash equivalents are recognised net of expected credit losses. During the current year, in line with the requirements of IFRS 9 – Financial instruments, cash and cash equivalents were assessed for expected credit losses by analysing the credit rating of each financial institution where PPC Ltd and its subsidiaries have invested cash. This resulted in an expected credit loss (ECL) of R4 million (2021: R7 million) being recognised in the current year, R3 million of which relates to cash deposits held in Zimbabwe banks. Refer to note 28 for detailed assessment.

Cash and cash equivalents comprise cash and short-term bank deposits with an original maturity of three months or less. The carrying amount of these assets is approximately equal to their fair value. Amounts denominated in foreign currencies have been translated at ruling exchange rates at year-end (refer to note 1.5).

Included in cash and cash equivalents is restricted cash:

PPC Environmental Trust	10	8
PPC Zimbabwe	–	1
Consolidated BEE SPVs	67	–
	77	9

Cash and cash equivalents held by the PPC Environmental Trust can only be utilised for environmental obligations in South Africa and are therefore not freely available.

Cash and cash equivalents held by PPC Zimbabwe related to the remaining balance of the legacy debt counterparty funds which were transferred to RBZ for the settlement of the TDB loan. In accordance with its obligations, the RBZ fully settled the TDB loan in December 2021.

The company is in the process of winding up the BEE SPVs and Trusts. As part of the process, the PPC Ltd shares held by these entities were sold on the open market for cash. The cash held by the SPVs will be paid to PPC Ltd against the loan accounts owing, as part of the winding up process. Refer to note 35 for further details regarding the SPVs and Trusts.

for the year ended 31 March 2022

12. STATED CAPITAL AND RESERVES

	31 March 2022Shares	31 March 2021Shares
Stated capital
Authorised ordinary shares	10 000 000 000	10 000 000 000
Refer to note 24 for total shares in issue
Authorised preference shares	20 000 000	20 000 000
Twenty million preference shares of R1 000 each. No preference shares have been issued.
	Rm	Rm
Stated capital
Balance at the beginning of the year	3 965	3 965
Shares purchased in terms of incentive scheme	(21)	–
Shares held by BEE SPV entities previously treated as treasury shares(a)	631	–
Balance at the end of the year	4 575	3 965

	Shares	Shares
Unissued shares
Ordinary shares(b)	8 450 320 020	8 406 885 699
Preference shares	20 000 000	20 000 000
(a) These shares were owned by BEE SPVs and treated as treasury shares, but sold on the open market during the current year.(b) During the year 39 349 677 shares were repurchased at 1 cent per share. Refer to note 24.1 for further details.
	Rm	Rm
Other reserves
Foreign currency translation reserve	(5 054)	(3 633)
Equity compensation reserve	465	906
Financial assets at fair value through other comprehensive income	(3)	(4)
	(4 592)	(2 731)
Non-controlling interest
Non-controlling interest reconciliation
Balance at the beginning of the year	(153)	(227)
Profit/(loss) for the year attributable to non-controlling interests	49	(307)
Reclassification of non-controlling interest on put option	–	422
Dividends declared	(7)	(5)
Foreign currency translation reserve	(10)	(36)
Balance at the end of the year	(121)	(153)

Non-controlling interests represents the value of the remaining ownership in the subsidiary investments that are not wholly owned by the group. Non-controlling interests are measured at their proportionate share of the entity's net assets.

Refer to note 34 for details of the non-controlling interests within the group.

for the year ended 31 March 2022

13. PROVISIONS

				March2022Rm	March2021Rm
Decommissioning and rehabilitation				202	194
Post-retirement healthcare benefits				21	35
Provision for success fee				–	20
				223	249
	Decommissioningand rehabilitationRm	Post-retirementhealthcarebenefitsRm	Provision forsuccess feeRm	Provision forDRC projectsupplier claimsRm	TotalRm
Movement in the long-term provisions2022
Balance at the beginning of the year	194	35	20	–	249
Amounts added	4	1	–	–	5
Amounts utilised	–	–	(20)	–	(20)
Other movements(a)	20	(10)	–	–	10
Time value of money adjustments	9	–	–	–	9
Translation differences	(25)	(5)	–	–	(30)
Balance at the end of the year	202	21	–	–	223
To be incurred:
Within one year – included in currentliabilities	10	2	–	–	12
More than one year – included innon-current liabilities	192	19	–	–	211
Between two to five years	6	8	–	–	14
More than five years	186	11	–	–	197
	202	21	–	–	223
2021
Balance at the beginning of the year	412	38	–	–	450
Amounts added	19	9	26	20	74
Amounts reversed/utilised	(44)	–	–	–	(44)
Other movements(a)	(4)	9	–	4	9
Time value of money adjustments	6	–	–	–	6
Transferred to liabilities associated with
non-current assets held for sale	(59)	(10)	(6)	(21)	(96)
Translation differences	(136)	(11)	–	(3)	(150)
Balance at the end of the year	194	35	20	–	249
To be incurred:
Within one year – included in currentliabilities	8	2	20	–	30
More than one year – included innon-current liabilities	186	33	–	–	219
Between two and five years	–	9	–	–	9
More than five years	186	24	–	–	210
	194	35	20	–	249

(a) Includes the impact of hyperinflation of R2 million loss (2021: R8 million gain).

for the year ended 31 March 2022

13. PROVISIONS continued

Judgements made by management and sources of estimation uncertainty

13.1 Decommissioning and rehabilitation obligations

Estimating these obligations is complex as most of the obligations will only be fulfilled sometime in the future and the provisions are influenced by changing regulations and technologies, life of mine, and political, environmental, safety, business and statutory considerations across the various jurisdictions in which PPC operates. Group companies are required to restore mining and processing sites at the end of their productive lives to an acceptable condition consistent with local regulations and in line with group policy.

In accordance with local legislation, PPC Ltd has set up an environmental trust in South Africa to administer the local funding requirements of its decommissioning and rehabilitation obligations. The investments in the trust are carried at fair value through profit or loss and amount to R144 million (2021: R129 million) at year-end (refer to note 6).

Legislative requirements in Rwanda and the DRC require the companies operating in those countries to issue a guarantee for environmental rehabilitation of mining sites. There is no such requirement at this time for companies operating in Zimbabwe.

The estimation of the costs to remediate the mining sites and affected processing sites as well as the determination of the other key inputs above have been based, where possible, on external independent third-party information. The determination of the risk-free discount rates have been based, where available, on long-dated government risk-free bond rates or such other rate that can be reasonably applied for the purposes of determining the present value of the future estimated cash flows. The discount rates for international operations were determined with reference to the most appropriate government bond in the relevant country, factoring in the life of mine or plant. The South African operations' discount rates were determined using a yield curve using the government bonds with various maturity dates to extrapolate along the yield curve in order to obtain an internally generated discount rate. The South African curve used yielded a rate between 5% and 11%.

	March2022Rm	March2021Rm
Breakdown of decommissioning and rehabilitation obligations per entity
PPC Cement SA	126	116
3Q Mahuma	9	8
PPC Aggregates SA	9	8
CIMERWA	3	2
PPC Zimbabwe	55	60
	202	194

	Inflation rates		Risk-free discount rate
	2022%	2021%	2022%	2021%
The key inputs used for calculating the provision
South Africa	5	4	5 – 11	5 – 11
Rwanda	5	5	13	12
Zimbabwe	3	2	9	8
Life of mine limited to a maximum of 30 years

for the year ended 31 March 2022

13. PROVISIONS continued

Judgements made by management and sources of estimation uncertainty continued

13.1 Decommissioning and rehabilitation obligations continued

Sensitivity analysis

The carrying value of the closure provisions is sensitive to the estimates and assumptions used in its measurement. If the discount rate and inflation rate had been higher or lower than management's estimate the group would have (increased) or decreased the current provision as follows:

	20222% higher	20222% lower	20212% higher	20212% lower
Discount rates
South Africa	(39)	63	(41)	65
Rwanda	(1)	1	(1)	1
Zimbabwe	(19)	32	(22)	36
	20221% higher	20221% lower	20211% higher	20211% lower
Inflation rates
South Africa	(29)	23	(30)	24
Rwanda	–	–	–	–
Zimbabwe	(15)	12	(17)	13

13.2 Post-retirement healthcare benefits

The PPC group has defined benefit plans for qualifying former employees in respect of post-employment healthcare benefits. The defined benefit plans post-employment healthcare benefits are administered by Corner House Pensioners, Cement and Concrete Institute Pensioners and PPC Zimbabwe Ltd, all funds that are legally separated from the PPC group.

Historically, qualifying employees were granted certain post-retirement healthcare benefits. The obligation for the employer to pay medical aid contributions after retirement is no longer part of the conditions of employment for new employees. A number of pensioners remain entitled to this benefit, the cost of which has been fully provided.

Included in the provision are the following:

Post-retirement healthcare benefits	Valuation method	Actuarial valuationdate	March2022Rm	March2021Rm
Cement and Concrete Institute employees	Projected unit credit	March 2022	7	7
Corner House Pension Fund	Projected unit credit	March 2022	12	15
Porthold post-retirement Medical Fund	Projected unit credit	September 2021(a)	2	13
			21	35

(a) The liabilities are revalued every three years.

Cement and Concrete Institute employees

The provision relates to post-employment healthcare benefits in respect of former employees of the Cement and Concrete Institute.

Corner House Pension Fund

The provision relates to post-employment healthcare benefits in respect of certain Corner House Pension Fund continuation members.

Porthold post-retirement Medical Fund

The provision relates to healthcare benefits for both active and retired employees who joined the medical aid scheme on or after 1 October 2001.

for the year ended 31 March 2022

13. PROVISIONS continued

13.2 Post-retirement healthcare benefits continued

Defined benefit plans

The PPC group post-employment subsidy policy states that the company subsidises the total medical scheme contributions at either 80% or 100% and dependents of eligible continuation members receive a subsidy before and after the death of the principal member.

The defined benefit plans require contributions from PPC group and typically expose the company to actuarial risks such as inflation, future changes in legislation, longevity, future changes in the tax environment, enforcement of eligibility criteria and rules, and administration risk. The risk relating to post-employment healthcare benefits to be paid to the dependents of plan members are not insured by an external insurance company.

The movement in the post-retirement medical benefit fund is a gain of R14 million (2021: R3 million gain) for the year, the closing balance at 31 March 2022 amounted to R21 million (2021: R35 million).

South Africa

The most recent actuarial valuations of the plan assets and the present value of the defined benefit liability were carried out on 31 March 2022 by Alexander Forbes Health (Pty) Ltd of the Actuarial Society of South Africa.

The actuarial valuation method used to determine the present value of the defined benefit liability, and the related current service cost and past service cost, is the projected unit credit method prescribed by IAS 19 – Employee benefits. Future benefits valued are projected using specific actuarial assumptions and the liability for in-service members is accrued over expected working lifetime.

In order to undertake the valuation, it is necessary to make a number of assumptions. The most significant assumptions used for the previous and current valuations are outlined below.

Discount rate 10,30% (2021: 9,40%) Healthcare cost inflation 7,80% (2021: 7,20%)

Post-retirement mortality assumption PA(90) ultimate rated down 2 years + 1,0% pa from 2006.

Zimbabwe

PPC Zimbabwe provides post-retirement medical benefits for qualifying employees. The cost of these benefits is actuarially valued every three years. The latest valuation being for the period ended 30 September 2021 and the result of which has been brought to account in these financial statements.

The following key parameters were used in the valuation:

Discount rate	15,84%
General inflation	7,69%
Health cost inflation	9,19%
Net gap (discount rate versus health cost inflation)	6,09%

Defined contribution plans

The total cost charged to the income statement of R91 million (2021: R74 million) represents contributions paid to these schemes by the group at rates specified in the rules of the schemes. At 31 March 2022, all contributions due in respect of the current reporting period had been paid over to the schemes.

13.3 Provision for success fee

The provisions in the prior year related to management's estimates for success fees payable to advisers for the restructuring and refinancing project. All components of this project were substantially completed during the current financial year and known costs incurred but not paid at 31 March 2022 have been accrued for under trade payables and accruals. Refer to note 16.

for the year ended 31 March 2022

14. BORROWINGS

	March2022Rm	March2022Rm	March2021Rm
South Africa long-term					Interestmargin(basis	Interestpayment	Final
funding	Available	Utilised	Utilised	Interest base	points)	frequency	maturity	Security
Amortising loan facility(a)	–	–	350	3-month JIBAR	370	Quarterly	30 Sep 2021	Secured
General banking facility(a)	–	–	800	3-month JIBAR	405	Quarterly	31 Mar 2022	Secured
General banking facility(a)	–	–	300	3-month JIBAR	425	Quarterly	19 Jun 2023	Secured
General banking facility(a)	–	–	250	3-month JIBAR	445	Quarterly	19 Jun 2024	Secured
Facility A – bullet termloan	400	400	–	3-month JIBAR	284	Quarterly	17 Dec 2024	Secured
Facility B – revolvingcredit facility	500	–	–	3-month JIBAR	305	Quarterly	17 Dec 2025	Secured
Facility C – amortisingterm loan(b)	600	600	–	3-month JIBAR	294	Quarterly	15 Sep 2026	Secured
Capitalised transactioncosts	–	(4)	(9)
Capitalised transactioncosts written off	–	3	–
Total	1 500	999	1 691
International projectfunding
CIMERWA(c)	–	–	140	6-month LIBOR	725	Monthly	31 Mar 2026	Secured
CIMERWA(d)	–	–	323	16%	N/A	Monthly	31 Mar 2026	Secured
CIMERWA new facility(e)	383	383		13,2%(f)	N/A	Monthly	30 Aug 2024	Secured
Capitalised transactioncosts	–	(6)
PPC Zimbabwe	–	–	139	6-month LIBOR	700	Biannually	31 Dec 2021	Secured
Total	383	377	602
Total long-termborrowings	1 883	1 376	2 293
Short-term facilities
South Africa	550	205	204
CIMERWA	–	–	131
Total short-term
borrowings	550	205	335
Total borrowings	2 433	1 581	2 628

(a) These facilities were settled during the current financial year and replaced with Facility A, Facility B and Facility C.

(b) This facility is a term loan with the capital repayable in eight monthly instalments (of R75 million each) commencing in March 2023 and ending in September 2026.

(c) US dollar denominated loan converted to a new RWF facility during March 2022.

(d) RWF denominated loan converted to a new Rwandan franc (RWF) facility during March 2022.

(e) A new RWF facility was secured in March 2022, which is a term loan with equal monthly instalments to cover interest and capital from March 2022 to August 2024.

(f) Weighted average interest rate across all banks participating in the facility.

for the year ended 31 March 2022

	March2022Rm	March2021Rm
BORROWINGS continued
Broken down as follows:
Long-term portion of long-term funding
South Africa	923	542
CIMERWA	227	441
	1 150	983
Short-term portion of long-term funding
South Africa	75	1 148
CIMERWA	151	23
Zimbabwe	–	139
	226	1 310
Short-term facilities and bank overdrafts	205	335
	1 581	2 628
Maturity analysis of total borrowings:
One year	431	1 645
Two years	306	462
Three years	620	436
Four years	224	85
	1 581	2 628
Carrying amount of assets encumbered
Property, plant and equipment (refer to note 2)	4 242	7 321
Inventories (refer to note 9)	631	674
Trade receivables (refer to note 10)	539	38

PPC has a security pool arrangement with FirstRand Bank Ltd (acting through its Rand Merchant Bank division RMB) and Nedbank Ltd (acting through its Nedbank Corporate and Investment Banking Division Nedbank) (collectively the SA Lenders). As is the practice in South Africa, PPC established a special purpose company (the shareholding of which is held 100% by a special purpose owner trust) to hold and enforce security for the benefit of the SA Lenders.

The Debt Guarantor established for PPC and its subsidiaries' South African refinancing with the SA Lenders is Maitlantic 6060 (RF) (Pty) Ltd (the special purpose vehicle (SPV). The SPV is ring-fenced, the effect of this is that its MOI only permits it to enter into the relevant finance documents associated with the South African PPC refinancing with the SA Lenders.

The shares in the SPV are held by a special purpose owner trust established in terms of a trust deed, which has been registered with the Master of the High Court. The trust and the SPV are administered by a reputable corporate fiduciary service provider called Maitland Group South Africa Ltd.

PPC registered bonds over immovable property, including certain property, plant and equipment, inventories and trade receivables, in favour of the SPV.

The SPV has issued guarantees in favour of the SA Lenders (collectively the Debt Guarantor Guarantees). In terms of the Debt Guarantor Guarantees, the SPV guarantees the liabilities and obligations of PPC Cement SA (Pty) Ltd, PPC Ltd, PPC South Africa Holdings (Pty) Ltd, Pronto Holdings (Pty) Ltd, Pronto Building Materials (Pty) Ltd (collectively the Obligors) that are owing from time to time by the Obligors to the SA Lenders under the relevant finance documents.

The obligations of the SPV under the Debt Guarantor Guarantees is limited to what the SPV recovers from the Obligors and PPC Botswana (Pty) Ltd (PPC Botswana). This is achieved in terms of a counter indemnity agreement that the SPV entered into with the Obligors and PPC Botswana.

PPC does not have any power over either the SPV or the trust and as such these entities are not consolidated. PPC is not exposed to any risk from either entity or any variable return from either entity.

for the year ended 31 March 2022

15. OTHER CURRENT LIABILITIES

	March2022Rm	March2021Rm
Included in other current liabilities:
Interest rate swap liability	–	23
Balance at the end of the year	–	23

During the current year, the interest rate swap was settled before the maturity date which resulted in a loss on the interest rate swap on derecognition. The R11 million loss has been included in the other operating expenditure of the group.

Put option liability

In 2015 PPC Ltd entered into a Put Option Agreement with the International Finance Corporation (IFC) in terms of which the latter can put its investment or part thereof in PPC Barnet DRC Holdings to PPC Ltd. The put option may be exercised between 24 September 2021 and 24 September 2026 and under further specific circumstances detailed in the agreement. The agreement provides for the determination of the option price by way of a formula as follows:

(EBITDA x earnings multiple) – net financial debt

As a result of the slower than anticipated ramp up and the increase in net financial debt in the DRC, the option is out of the money and reflected at a zero value since 31 March 2020, when the put option liability was written down to nil and a gain of R251 million was recognised.

Because this is a put option to purchase the group's own equity instrument, this gives rise to a financial liability for the present value of the redemption. This is expected to be nil and is reflected as such in the financial statements.

16. TRADE AND OTHER PAYABLES

	March2022Rm	March2021Rm
Accrued finance charges	5	8
Capital expenditure payables	–	2
Unclaimed dividends	11	11
Other financial payables	50	65
Carbon Tax accrual	64	56
Trade payables and accruals(a)	855	707
Trade and other financial payables	985	849
Income received in advance	3	2
Payroll accruals	246	304
VAT payable	22	12
	1 256	1 167

(a) Trade payables and accruals comprise outstanding trade purchases and other costs. PPC group's average payment terms are 30 days from the statement date. The group has financial risk management policies to ensure that all trade payables are paid within the payment terms, which results in insignificant interest charges.

Other payables, payroll accruals and VAT obligations are payable within a 30 to 60-day period.

for the year ended 31 March 2022

17. REVENUE FROM CONTRACTS WITH CUSTOMERS

The group's revenue is derived from the sale of cementitious products to the group's customers. For cementitious products, revenue is recognised when the related performance obligations are satisfied by transferring control of the promised cementitious product to the group's customers. Revenue is disclosed net of indirect taxes, rebates and discounts offered to customers and after eliminating intergroup sales.

Revenue is recognised at the amount of the transaction price that is allocated to each performance obligation. For contracts that contain multiple performance obligations, the transaction price is allocated to each performance obligation based on relative standalone selling prices. Revenue recognised is based on the amount that depicts the consideration to which the group expects to be entitled in exchange for transferring the goods and services promised to the customer.

The group has the following revenue stream, which is recognised at a point in time:

	March2022Rm	March2021Rm
Disaggregation of revenue
Revenue from the sale of cementitious goods	9 882	8 938
Total revenue	9 882	8 938
Major goods and services per primary geographical markets
Cementitious goods	9 882	8 938
South Africa	6 030	5 755
Botswana	471	432
Zimbabwe	2 172	1 623
Rwanda	1 209	1 128

Refer to the segmental information for a disaggregation of revenue presented per segment as a disaggregation between key geographic regions best depicts the impact of economic factors on the recognition of revenue. No further disaggregation is deemed necessary based on the homogenous nature of the subcategories of cementitious goods.

Sale of cementitious products

The group manufactures and sells a range of cementitious products that include the sale of cement, readymix, limestone, clinker and aggregates. Revenue from the sale of cementitious goods is recognised when delivery has taken place and control of the goods has been transferred to the customer. The customer obtains control of the goods when the significant risks and rewards of products sold are transferred according to the specific delivery terms that have been formally agreed with the customer. This occurs upon delivery, when the bill of lading is signed by the customer as evidence that they have obtained physical possession and accepted the products delivered.

Cementitious products are often sold with retrospective volume rebates based on aggregate sales over a specified period. Revenue from these sales is recognised based on the selling price specified in the contract, net of the estimated volume rebates. Accumulated experience is used to estimate and provide for the rebates using the most likely amount method. In this regard, revenue is recognised to the extent that it is highly probable that a significant reversal will not occur. A refund liability is recognised for expected volume rebates payable to customers in relation to sales made until the end of the reporting period. As part of the assessment of whether the estimated volume rebate should be constrained, it was noted that there were no significant reversals from the refund liability that were recognised in the current year. Management will continue to reassess its ability to reasonably estimate the expected volume rebates.

A receivable is recognised when the goods are delivered. This is the point in time that the consideration becomes unconditional as only the passage of time is required before the payment is due. No significant financing element is deemed present as the sales are made with credit terms largely ranging between 30 and 60 days which is consistent with market practice.

Generally, cementitious products are not returned as a customer will only accept these products once they have passed a stringent quality check at delivery. No warranty provision of right of return contract liabilities have therefore been recognised by the group in this regard.

for the year ended 31 March 2022

18. SHARE-BASED PAYMENTS

Judgements made by management and sources of estimation uncertainty

Fair value used in calculating the amount to be expensed as a share-based payment is subject to a level of uncertainty. The group is required to calculate the fair value of the equity-settled instruments granted to employees in terms of the share option schemes, forfeitable share plan incentive schemes and share-based payment charges relating to empowerment transactions.

These fair values are calculated by applying a valuation model, which is in itself judgemental, and considers certain inherently uncertain assumptions such as dividend yield, share price volatility, performance conditions and staff turnover.

18.1. Forfeitable share plan

The FSP, a long-term incentive, was introduced in 2011/12 to provide an incentive to deliver the group's strategy over the long term and to be a retention mechanism. Participants receive forfeitable shares for no consideration and will participate in dividends and shareholder rights from the grant date, but may only dispose of the shares after the vesting date. Vesting of the retention awards is generally subject to employment for a period of three years, and vesting of the performance awards is additionally subject to satisfaction of certain performance conditions; the employee will forfeit the shares should these conditions not be met. The shares may then be sold by PPC and the net proceeds retained by the group. The performance conditions, that include both market and non-market-related conditions, are described in the remuneration report in the group integrated annual report.

Shares are purchased directly by PPC on the JSE Limited over a number of days following the grant date. The shares are held by an agent on behalf of the participants until the vesting date and are deemed to be treasury shares.

The fair value of the incentive is determined based on the PPC Ltd share price. No expected dividends nor any other feature of the shares are incorporated into the determination of fair value.

In terms of IFRS 2 – Share-based payment, the fair value of each share awarded, which will be expensed over the vesting period in return for services rendered, is based on the average market price of acquiring the share and is not remeasured subsequently. The service and performance conditions are taken into account in the number of instruments that are expected to vest. Subsequent revisions are made for changes in estimated attrition and probability of satisfaction of performance conditions.

	Retentionawards	Retentionawards
Date of grant	01/10/2019	25/03/2019
Number of shares granted to directors	1 311 715	–
Number of shares granted to management and prescribed officers	–	2 721 400
Average purchase price of shares acquired (R)	3,89	5,71
Estimated fair value per share at grant date (R)	3,89	5,71

On 25 March 2022, the vesting period of the FSPs granted on 25 March 2019 came to an end and all the shares vested unconditionally with participants.

On 1 October 2019, PPC granted 1 311 715 retention awards to a director. The vesting date is 1 October 2022.

for the year ended 31 March 2022

18. SHARE-BASED PAYMENTS continued

18.2 Long-term incentive plan

The LTIP was introduced on the 1 April 2020 and offers employees across the group participation in the LTIP with the aim of driving group performance in line with the company's strategy. In order to recognise contributions made by selected employees and provide an incentive for their continued performance and relationship with the group, the LTIP provides them with the opportunity of receiving a long-term incentive and to ensure that the company attracts and retains the core competencies required for formulating and implementing the company's business strategies.

On 1 April each year, a LTIP participant is allocated an incentive value being the participant's total guaranteed package multiplied by a relevant allocation percentage. Performance conditions are set annually for the performance period. At the end of the performance period (being a period of one year), the RTC will assess whether the performance conditions have been met and adjust the incentive value accordingly. PPC Ltd will then provide the cash to the CSDP to enable the CSDP to purchase PPC shares on the market to the value of the adjusted incentive value. The number of shares awarded to each participant can therefore only be determined at that time. The shares are held by an escrow agent until the release date. The employer companies will reimburse PPC Ltd for the cost of the shares. During the vesting period (three years post performance conditions being met), the employee is entitled to dividends and voting rights but may not dispose of the shares until the vesting conditions have been met and the shares have been released. Should any shares be forfeited in terms of the rules, PPC will instruct the escrow agent to sell the shares and return the cash to the employer company. The vesting condition is that the employee has to remain in the employ of the employer for a further three years after the performance conditions have been met.

The performance conditions, that include both market and non-market-related conditions, are described in the remuneration report in the group integrated annual report.

LTIP award	Estimatednumber ofawards as at31 March 2022 –2022 scheme(a)	Actual numberof awards as at31 March 2022 –2021 scheme(b)	Estimatednumber ofawards as at31 March 2021 –2021 scheme(b)
Number of shares	12 769 179	13 755 510	26 428 240
Price per share	4,25	3,93	2,40

(a) At 31 March 2022 management estimated that 100% of the performance conditions will be met and estimate that 12 769 179 shares will be awarded to participating employees. This estimate is based on the share price as at 31 March 2022 of R4,25 per share. (b) At 31 March 2021 management estimated that 100% of the performance conditions would be met and that 26 428 240 shares would be awarded, based on the share price at the

time of R2,40 per share. In July 2021 the performance conditions were measured and determined to be exceeded, resulting in 14 662 900 shares being awarded at an average price of R3,93 per share. Between the award date and 31 March 2022 907 389 shares were forfeited in terms of the rules of the scheme. The remaining 13 755 510 shares will become unconditional on 1 April 2024.

	2022Rm	2021Rm
The carrying amount of the LTIP in equity compensation reserve at year-end	57	16

for the year ended 31 March 2022

19. FAIR VALUE AND FOREIGN EXCHANGE MOVEMENTS

Judgements made by management

Valuation of financial instruments

The valuation of financial instruments is based on the market position at the reporting date and other assumptions such as volatility, intrinsic value, time value and interest rates. The value of the derivative instrument fluctuates and the actual amounts realised may differ materially from their value at the reporting date.

19.1 Fair value and foreign exchange movements

Movements in the fair value and foreign exchange gains/losses are recognised in the statement of profit or loss and comprise the following:

	March2022Rm	March2021Rm
Movements in the fair value and foreign exchange gains are recognised in the statement of profitor loss and comprise the following:
Fair value gain on ineffective portion of economic hedge	–	6
Fair value loss on Olegra receivable	(5)	–
Fair value gain on remeasurement of interest rate swap liability (refer to note 15)(a)	11	1
Fair value gain/(loss) on unlisted collective investments	3	(17)
Foreign exchange movements on translation of foreign currency denominated monetary items(b)	(7)	(366)
	2	(376)

(a) The interest rate swap was settled during the current period. (b) Gain/(loss) on translation of foreign currency denominated monetary items.

19.2 Translation of foreign operations

Movements in the translation of foreign operations are recognised in the statement of comprehensive income. The group's foreign currency translation reserve arises from the following foreign subsidiaries:

	March2022Rm	March2021Rm
PPC Zimbabwe(a)	(1 411)	(3 028)
CIMERWA	(46)	(243)
PPC Barnett DRC	13	180
PPC Botswana	1	(11)
PPC Mozambique	–	1
	(1 443)	(3 101)

(a) In the current year, PPC Zimbabwe's net non-monetary assets declined significantly due to hyperinflation which has a material impact on the movement in the foreign currency translation reserve.

Over and above the hyperinflation impacts in PPC Zimbabwe, the loss recorded in the current year is also due to the strengthening of the rand against the functional currencies of the group's operating subsidiaries.

Details on fair value hierarchies are disclosed in note 28.

Details on foreign exchange rates can be found in note 1.5.

for the year ended 31 March 2022

20. DISPOSAL OF SUBSIDIARIES

20.1 PPC Aggregate Quarries Botswana

At 31 March 2021, management concluded that PPC AQB was a disposal group and was classified as a disposal group held for sale and a discontinued operation as at 31 March 2021. On 16 September 2021, the group disposed of its 100% indirect equity interest in PPC AQB. The profit on sale of the business is included in note 8.

The full consideration was received in cash on 13 October 2021. At the date of disposal, the carrying amounts of PPC AQB were as follows:

	16 September2021Rm
Property, plant and equipment	10
Other intangible assets	3
Net deferred taxation asset	2
Total non-current assets	15
Inventories	17
Trade and other receivables	14
Cash and cash equivalents	20
Total current assets	51
Total assets	66
Non-current provisions	(14)
Taxation payable(a)	–
Trade and other payables	(23)
Current liabilities	(23)
Total liabilities	(37)
Foreign currency translation reserve	(12)
Net asset value before reclassification of foreign currency translation reserve	17
Reclassification of foreign currency translation reserve	12
Net asset value	29
Consideration	64
Gain on disposal	35

(a) The taxation payable is less than one million.

for the year ended 31 March 2022

20. DISPOSAL OF SUBSIDIARIES continued

20.2 PPC Lime

At 31 March 2021, management concluded that PPC Lime was a disposal group and should be classified as a non-current asset held for sale and a discontinued operation. On 30 September 2021, the group disposed of its 100% equity interest in PPC Lime. The profit on sale of the business is included in note 8.

At the date of disposal, the carrying amounts of PPC Lime net assets were as follows:

	30 September2021Rm
Property, plant and equipment	240
Right-of-use assets	3
Other non-current assets	27
Total non-current assets	270
Inventories	74
Trade and other receivables	104
Taxation receivable	26
Cash and cash equivalents(a)	–
Total current assets	204
Total assets	474
Provisions	(28)
Deferred taxation liabilities	(41)
Total non-current liabilities	(69)
Intercompany loans	(2)
Lease liabilities	(4)
Trade and other payables	(87)
Current liabilities	(93)
Total liabilities	(162)
Net asset value	312
Consideration(b)	452
Gain on disposal	140

(a) The cash and cash equivalents is less than one million.

(b) On 29 October 2021, an addendum to the sale and purchase agreement for the sale of PPC Lime was signed in terms of which R25,1 million of the purchase price was deferred to 31 March 2022 (Deferred Consideration) to allow for the conclusion of the rehabilitation financial provisioning matters. A further addendum was signed on 11 April 2022 that provided, among other things, that the Deferred Consideration would be payable on 25 April 2022. The Deferred Consideration was duly received by PPC on 25 April 2022.

In addition, the sale and purchase agreement provided that if a tax receivable owing to PPC Lime by the South African Revenue Services (SARS) on 31 March 2021 was not refunded to PPC Lime by SARS on or before 31 March 2022, then such tax receivable or the relevant shortfall not refunded by SARS would be refunded to PPC Lime by PPC. As at 31 March 2022, the shortfall amounted to R12,1 million. PPC refunded the R12,1 million to PPC Lime on 12 April 2022.

The consideration of R452 million comprises cash received during FY22 of R439 million plus cash received and paid respectively after year-end of R25 million (the Deferred Consideration) and R12 million (the tax refund).

The R439 million received during FY22, together with the R64 million received for PPC AQB, amounts to R503 million and is reflected in the statement of cash flows.

for the year ended 31 March 2022

21. IMPAIRMENTS AND REVERSALS OF IMPAIRMENTS

	March2022Rm	March2021Rm
Impairment of intangible assets (refer to note 5)	(29)	(83)
Impairment of property, plant and equipment (refer to note 2)	(100)	(808)
Impairment reversal/(impairment) of right-of-use asset (refer to note 3)	3	(8)
Reversal of impairment of property, plant and equipment (refer to note 2)	88	1 454
Reversal of impairment of intangible assets (refer to note 5)	–	1
Transfer to discontinued operations (refer to note 8)	–	761
Gross impairments and reversals of impairments	(38)	1 317
Taxation impact	11	(369)
Net impairments	(27)	948

Impairment of property, plant and equipment, goodwill and other intangible assets

IAS 36 states that an entity shall assess assets for impairment at the end of each reporting period or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. When an impairment indicator exists, the recoverable amount of an asset is calculated and compared to the carrying value. During the year an impairment loss of R29 million relating to other intangible assets was recognised (refer to note 5) R100 million related to property, plant and equipment (refer to note 2).

Impairments of property, plant and equipment and other intangible assets that were raised in the prior year were reversed in the current year, resulting in a reversal of plant and equipment of R3 million relating to right-of-use assets and a reversal of R88 million relating to property, plant and equipment.

for the year ended 31 March 2022

21. IMPAIRMENTS AND REVERSALS OF IMPAIRMENTS continued

Judgements made by management and sources of estimation uncertainty

The future cash flows expected to be generated by the business units are forecast, taking into account market conditions and the expected useful lives of the assets. These matters require judgement. The present value of these cash flows, determined using an appropriate discount rate, is compared to the current net asset value and, if lower, the assets are written down to the present value calculated.

The recoverable amounts of the CGUs are determined using value-in-use assessments. These calculations use cash flow projections based on the most recent financial budgets approved by management and the board for the next five years. These financial budgets are the quantification of board-approved strategies derived from the strategic planning process followed across the group. The process ensures that significant risks and sensitivities are appropriately considered and factored into the strategic plans.

Management estimates discount rates using the weighted average cost of capital (WACC) for each CGU, adjusted for risks associated with the geographical markets in which the CGUs operate. Additionally, management considers the impact of sales volumes both from a market and customer variation point of view, production efficiencies and the impact of fluctuations in overheads when determining the cash flow projections used in value-in-use calculations.

Impairment indicators

IAS 36 – Impairment of assets requires assets within its scope to be tested for impairment when indicators of impairment exist at the end of a reporting period. PPC group's practice is to test all assets for impairment at year-end regardless of whether an impairment indicator exists.

Impairment losses recognised in prior periods are assessed for any indications that the loss has decreased or no longer exists. Impairment losses are reversed if there has been a change in the estimates used to determine the recoverable amount. Impairment losses are reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.

Impairments and impairment reversalsRm	Reasons for impairments and impairment reversals
--------------------------------------------	--------------------------------------------------

Impairments of CGUs during the current financial year comprise:

Port Elizabeth plant (PPC Cement SA)	(68)	The Port Elizabeth plant was negatively impacted by increased activity of Importers in theregion. The limitations of the rail route for clinker transfers into the Eastern Cape had afurther negative effect on cash projections for the business unit. Management hasdetermined that it is appropriate to apply the sensitivity of a 5% increase in the WACC rateto determine the impairment in the current year.
Impairment of individual assets
Brands in Readymix Gauteng (Pronto BuildingMaterials)	(29)	Previously, Pronto was using the old brands purchased as part of the Pronto business. PPCembarked on rebranding all the readymix business assets as part of the integration into PPC.
Plant and machinery in Inland Cement(PPC Cement SA)	(28)	PPC Cement SA has impaired plant and machinery for two plants as both were no longerin use.
IT equipment in PPC Group Shared Services	(1)	IT equipment was scrapped in the current year.
Plant in CIMERWA	(3)	CIMERWA impaired the peat plant handling system to 50% of its capacity during the currentyear.
Impairments reversals of CGUs during the current financial year comprise:
Readymix Gauteng	56	The readymix market has significantly improved due to reduced competition which resultedin an increased market share around Gauteng. The recovery is expected to continue.Management therefore believes it is appropriate to reverse the FY21 impairment.
PPC Aggregates SA	30	The Aggregates business experienced a slow recovery from the COVID-19 impact becausethe business is based on a different procurement process (tenders) rather than the retailbusinesses. This resulted in a negative impact on prior year volumes (particularly the secondhalf of 2021). Management is of the view that the business has recovered and an impairmentreversal is aligned with a positive outlook based on improved market conditions projected forthe business.
Impairment reversals of individual assets
Inland business unit (PPC Cement SA)	2	PPC Cement SA reversed impairment on land as a result of improved conditions of use.
Readymix Gauteng	3	Impairment reversal of the right-of-use assets for land, vehicles and plant and machinerywere as a result of improved business performance, refer to impairment reversal of CGUabove for further details.
Net impairment loss	(38)

for the year ended 31 March 2022

21. IMPAIRMENTS AND REVERSALS OF IMPAIRMENTS continued

Impairment indicators continued

Key assumptions used for value-in-use calculations:	Terminal growth rate		Discount rate
	31 March 2022%	31 March 2021%	31 March 2022%	31 March 2021%
PPC Cement SA	5	4	13	13
PPC Aggregates SA	5	4	17	17
Readymix	5	4	17	17
PPC Botswana Cement	4	5	15	14
PPC Zimbabwe (USD$)	5	5	14	17
CIMERWA	5	5	14	16

In preparing the financial statements, management has considered whether a reasonable possible change in the key assumptions on which management has based its determination of the recoverable amounts of the CGUs would result in the units' carrying amounts to exceed their recoverable amounts. If the discount rate and growth rate increase or decrease by 2,5% or 1% respectively, the impairment charge will (increase) or decrease and the headroom will increase or (decrease) as follows:

Impact on impairment and headroom

	Segment	Recoverableamount	(Impairment)/headroom	WACCincrease2,5%	WACCdecrease2,5%	Growthrateincrease1%	Growthratedecrease1%	Overallcash flowsincrease/decreaseby 5%
31 March 2022Rm
Inland businessunit	Southern Africa –Cement	8 459	4 892	(2 001)	3 775	921	(720)	423
Coastal businessunit	Southern Africa –Cement	2 492	1 594	(566)	1 064	258	(203)	124
Port ElizabethplantPPC Botswana	Southern Africa –CementSouthern Africa –	62	(68)	12	65	39	23	3
CementPPC Aggregates	CementSouthern Africa –	168	167	(21)	35	8	(8)	8
SA	Aggregates andReadymix	246	144	(45)	67	16	(14)	12
Readymix –Gauteng Region	Southern Africa –Aggregates andReadymix	244	169	(43)	63	15	(13)	12
Readymix – EastRegion	Southern Africa –Aggregates andReadymix	20	7	(3)	6	1	(1)	1
Readymix – WestRegion	Southern Africa –Aggregates andReadymix	61	55	(11)	17	4	(3)	3
Readymix –Nelspruit	Southern Africa –Aggregates andReadymix	2	3	(3)	5	1	(1)	–
Readymix –Projects	Southern Africa –Aggregates andReadymix	19	15	(4)	5	1	(1)	1
Ulula Ash	Southern Africa –Aggregates andReadymix	413	394	(66)	98	23	(20)	20
PPC Zimbabwe	International –Cement	4 571	2 066	(1 095)	1 803	145	(304)	232
CIMERWA	International –Cement	3 071	1 811	(697)	1 016	63	(230)	154

for the year ended 31 March 2022

21. IMPAIRMENTS AND REVERSALS OF IMPAIRMENTS continued

				Impact on impairment and headroom
	Segment	Recoverableamount	(Impairment)/headroom	WACCincrease2,5%	WACCdecrease2,5%	Growthrateincrease1%	Growthratedecrease1%	Overallcash flowsincrease/decreaseby 5%
31 March 2021Rm
Inland businessunit	Southern Africa –Cement	6 367	4 003	(1 453)	2 618	640	(509)	318
Coastal businessunit	Southern Africa –Cement	2 052	1 424	(464)	837	205	(163)	103
Port Elizabethplant	Southern Africa –Cement	111	17	(26)	47	12	(9)	6
PPC BotswanaCement	Southern Africa –Cement	465	489	(109)	196	48	(38)	25
PPC Aggregates SA	Southern Africa –Aggregates andReadymix	80	(35)	(14)	21	5	(4)	4
Readymix –Gauteng Region	Southern Africa –Aggregates andReadymix	93	(100)	(14)	21	5	(4)	5
Readymix – EastRegion	Southern Africa –Aggregates andReadymix	149	132	(22)	32	7	(6)	7
Readymix – WestRegion	Southern Africa –Aggregates andReadymix	80	73	(12)	18	4	(4)	4
Readymix –Nelspruit	Southern Africa –Aggregates andReadymix	37	34	(7)	10	2	(2)	2
Readymix –Projects	Southern Africa –Aggregates andReadymix	19	12	(3)	4	1	(1)	1
Ulula Ash	Southern Africa –Aggregates andReadymix	349	329	(56)	82	19	(16)	17
PPC Zimbabwe	International –Cement	3 148	1 513	(569)	859	203	(173)	173
CIMERWA	International –Cement	2 520	1 285	(482)	756	180	(151)	143

Events after the reporting period

There were no events after the reporting period that, should they have been taken into account, would have had a material impact on the impairments/impairment reversals accounted for in the current financial year.

for the year ended 31 March 2022

22. FINANCE COSTS

	March2022Rm	March2021Rm
Bank and other short-term borrowings	19	32
Interest expense on lease liabilities	5	8
Long-term loans and project funding	200	231
Finance costs before time value of money adjustments and interest on penalties	224	271
Interest on penalties	7	7
Time value of money adjustments on rehabilitation and decommissioning provisions	9	5
	240	283
Southern Africa	155	161
International	85	122
	March2022Rm	March2021Rm
Finance costs as per income statement charge	240	283
Time value of money adjustments on rehabilitation and decommissioning provisions	(9)	(5)
Interest on penalties	(7)	(7)
Movement in accrued finance costs	–	13
Capitalised/deferred finance costs	–	(65)

23. INVESTMENT INCOME

	March2022Rm	March2021Rm
Dividends on collective investment scheme	9	6
Interest received on cash and cash equivalents	1	9
	10	15

224 219

24. EARNINGS AND HEADLINE EARNINGS PER SHARE

24.1 Number of shares and weighted average number of shares

	31 March 2022shares	31 March 2021shares
Total shares in issue at the beginning of the year	1 593 114 301	1 593 114 301
Shares repurchased and cancelled during the year	(39 349 677)	–
Total shares in issue at the end of the year	1 553 764 624	1 593 114 301
Treasury shares	(14 315 063)	(84 902 185)
Impact on weighting of shares repurchased	3 518 831	–
Weighted average number of shares for calculation of basic EPS	1 542 968 392	1 508 212 116
Adjusted for:
Shares held by consolidated Safika Trust treated as treasury shares	1 354 347	1 354 347
FSP share incentive scheme shares not expected to vest	–	7 450 326
Weighted average number of shares for calculation of diluted EPS	1 544 322 739	1 517 016 789

for the year ended 31 March 2022

24. EARNINGS AND HEADLINE EARNINGS PER SHARE continued

24.2 Treasury shares

The difference between earnings and diluted EPS relates to the following treasury shares:

Shares held by consolidated participants of the second broad-based black economic empowerment (BBBEE) transaction

Shares issued in terms of the second BBBEE transaction, which was facilitated by means of a notional vendor funding (NVF) mechanism, with the transaction concluding on 30 September 2019. These shares participated in 20% of the dividends declared by PPC during the NVF period. With the exception of the Bafati Investment Trust, entities participating in this transaction are consolidated into the PPC group in terms of IFRS 10 – Consolidated financial statements during the transaction term. The group is in the process of winding up these Trusts and SPVs. During the current year, the shares held by the Bafati and Masakhane Trusts were repurchased by PPC Ltd at 1 cent per share in accordance with the shareholder approval obtained in 2012 when the BBBEE transaction was approved.

Shares held by consolidated BBBEE trusts and trust funding SPVs

In terms of IFRS 10 – Consolidated financial statements, certain BBBEE trusts and trust funding SPVs from PPC's first BBBEE transaction are consolidated and, as a result, shares owned by these entities are carried as treasury shares on consolidation. The group is in the process of winding up these Trusts and SPV. All shares held by the SPVs have been sold during the year.

Shares held by consolidated Porthold Trust (Pvt) Ltd

Shares owned by a Zimbabwe employee trust company are treated as treasury shares.

FSP incentive scheme

The FSP incentive scheme has matured and no further shares (2021: 23 750 769 shares) are held for participants in this long-term incentive scheme. The shares were treated as treasury shares during the vesting periods of the awards.

Shares held by the Safika consolidated Management Trust

These shares were issued in 2019 in order to retain and incentivise the Safika key management employees. This transaction was also facilitated through a NVF mechanism.

PPC shares held by PPC Zimbabwe

PPC Zimbabwe owns 986 237 (2021: 986 237) shares in PPC Ltd shares via the Zimbabwe Stock Exchange.

In terms of IFRS requirements, shares held by subsidiaries, consolidated BBBEE entities and employee trusts are treated as treasury shares. As at 31 March 2022 a total of 0,002% (2021: 5%) of the total shares in issue are thus treated as treasury shares.

24.3 Basic earnings/(loss)

			Discontinued operations		Continuing operations	Group
		March2022Rm	March2021Rm	March2022Rm	March2021Rm	March2022Rm	March2021Rm
	Profit/(loss) for the yearAttributable to:	158	(1 141)	(21)	1 023	137	(118)
	Shareholders of PPC Ltd	159	(794)	(71)	983	88	189
	Non-controlling interests	(1)	(347)	50	40	49	(307)
		158	(1 141)	(21)	1 023	137	(118)
24.4	Earnings/(loss) per share
	Basic	10	(53)	(5)	65	5	12
	Diluted	10	(52)	(5)	65	5	13

for the year ended 31 March 2022

24. EARNINGS AND HEADLINE EARNINGS PER SHARE continued

24.5 Headline earnings/(loss)

	Discontinued operations		Continuing operations	Group
	March2022Rm	March2021Rm	March2022Rm	March2021Rm	March2022Rm	March2021Rm
Headline earnings/(loss)
Headline earnings/(loss) iscalculated as follows:
Profit/(loss) for the year	158	(1 141)	(21)	1 023	137	(118)
Adjusted for:
Reversal of impairment ofproperty, plant and equipmentand intangible assets (refer tonote 21)	(215)	–	(91)	(1 455)	(306)	(1 455)
Impairment of property, plantand equipment, intangibleassets and right-of-use assets
(refer to note 21)	–	761	129	138	129	899
Taxation on impairments	–	–	(11)	369	(11)	369
(Profit)/loss on sale of property,plant and equipment	–	–	(5)	4	(5)	4
Profit on sale of equityaccounted investments	–	–	–	(1)	–	(1)
Profit on disposal ofsubsidiaries	(158)	–	–	–	(158)	–
Taxation on profit/loss on saleof assets	–	–	1	(1)	1	(1)
Headline earnings/(loss)Attributable to:	(215)	(380)	2	77	(213)	(303)
Shareholders of PPC Ltd	(147)	(269)	(47)	37	(194)	(232)
Non-controlling interests	(68)	(111)	49	40	(19)	(71)
Headline earnings/(loss)per share
Basic	(10)	(18)	(3)	3	(13)	(15)
Diluted	(10)	(17)	(3)	2	(13)	(15)

for the year ended 31 March 2022

25. STATEMENT OF CASH FLOWS

25.1 Cash generated from operations

	Notes	March2022Rm	March2021Rm
Cash generated from operations
Profit/(loss) before taxation		186	1 765
Adjustments for:
Non-cash flow adjustment on the rehabilitation provision included in cost of sales		(2)	(44)
Amortisation and depreciation	2, 3, 5	971	547
Modification of existing leases		–	(10)
(Loss)/profit on sale of property, plant and equipment		(5)	4
Profit on sale of equity-accounted associate		–	(1)
ECL on Zimbabwe Stanbic		–	(6)
IFRS 2 charges (empowerment and FSPs)		30	18
Fair value and foreign exchange (gains)/losses	19.1	(2)	376
Fair value gain on Zimbabwe financial asset		(56)	(256)
Fair value loss on Zimbabwe blocked funds	6	18	17
Net monetary loss/(gain) on hyperinflation in Zimbabwe		108	200
Impairments/impairment (reversals)	21	38	(1 317)
Finance costs	22	240	283
Dividends received	23	(9)	(6)
Interest received	23	(1)	(9)
Profit from equity-accounted investment		–	(2)
Operating cash flows before movements in working capital		1 516	1 559
Movements in inventories		(105)	(272)
Movements in trade and other receivables		(90)	(290)
Movements in trade and other payables		133	378
Cash generated from operations		1 454	1 375

25.2 Reconciliation of cash flows arising from financing activities related to borrowings

	March2022Rm	March2021Rm
Balance at the beginning of the year	2 628	5 800
Current	1 645	5 034
Non-current	983	766
Cash flows	(970)	(288)
Repayment of borrowings	(1 970)	(538)
Proceeds from borrowings raised	1 000	250
Other movements	(77)	(402)
Capitalised transactions costs written off	(9)	(79)
Capitalised/deferred finance costs(a)	–	387
Effects of changes in foreign exchange rates	(68)	(710)
Balance at the end of the year before transfer to liabilities associated with non-currentassets held for sale	1 581	5 110
Transfer to liabilities associated with assets held for sale and disposal groups	–	(2 482)
Balance at the end of the year	1 581	2 628
Comprising:
Current	431	1 645
Non-current	1 150	983

(a) In the prior year capitalised/deferred finance costs included interest of R323 million capitalised to the PPC Barnet DRC borrowings, R52 million capitalised to the CIMERWA borrowings and R12 million deferred interest relating to the South African long-term facilities.

for the year ended 31 March 2022

25. STATEMENT OF CASH FLOWS continued

25.3 Reconciliation of cash flows arising from financing activities related to lease liabilities

Notes	March2022Rm	March2021Rm
Balance at the beginning of the year	60	130
Current	28	40
Non-current	32	90
Cash flows	(30)	(43)
Repayment of lease liabilities	(30)	(43)
Other movements	29	(12)
Additions	37	–
Disposals	(7)	–
Modification of existing leases	–	(11)
Effects of changes in foreign exchange rates	(1)	(1)
Balance at the end of the year before transfer to liabilities associated withnon-current assets held for sale	59	75
Transfer to liabilities associated with assets held for sale and disposal groups	–	(15)
Balance at the end of the year	59	60
Comprising:
Current	21	28
Non-current	38	32

26. COMMITMENTS

	March2022Rm	March2021Rm
Contracted capital commitments	85	115
Approved capital commitments	26	29
Capital commitments	111	144
Lease commitments not reflected in measurement of lease liabilities	7	5
	118	149
Capital commitments
Southern Africa	50	43
International	61	101
	111	144
Capital commitments are anticipated to be incurred:
Within one year	92	144
Between one and five years	19	–
	111	144

Lease commitments

This relates to future cash outflows that the group is exposed to that are not reflected in the measurement of the lease liabilities. This includes exposure from variable lease payments for certain leases, lease payments for low value leases and short-term leases.

Lease commitments
Land and buildings	4	5
Other	3	–
	7	5
Lease commitments are anticipated to be incurred:
Within one year	3	5
Between one and five years	4	–
	7	5

for the year ended 31 March 2022

27. OPERATING PROFIT

	March2022Rm	March2021Rm
Operating profit includes:
Amortisation	28	47
Included in cost of sales	6	7
Included in operating costs	22	40
Auditors' remuneration	42	41
Audit fees	41	40
Other services	1	1
Depreciation	809	500
Included in cost of sales	518	447
Included in operating costs	291	53
Distribution costs included in cost of sales	1 499	1 346
Loss on sale of property, plant and equipment	4	4
Profit on sale of equity-accounted investment	–	(1)
Lease commitments not reflected in measurement of lease liabilities(a)	3	3
Professional fees relating to restructuring and refinancing project	67	81
Carbon tax	53	47
Staff costs before capitalisation to plant and equipment	1 401	1 395
Southern Africa	1 046	982
International	355	413
Including:
Equity-settled share incentive scheme charge	36	21
Employees' remuneration	1 270	1 277
Staff restructuring costs	4	26
Retirement benefit contributions (refer to note 13)	91	74
	1 401	1 398

(a) This consists of all rental expenses that do not meet the IFRS 16 recognition criteria.

28. FINANCIAL RISK MANAGEMENT

IFRS 9 – Financial instruments

IFRS 9 – Financial instruments provides guidance on the classification, measurement and recognition of financial assets and financial liabilities. The standard establishes three measurement categories for financial assets: amortised cost, fair value through other comprehensive income and fair value through profit or loss. Classification of financial assets into these categories is dependent on the entity's business model (which depicts its objectives with respect to the management of financial assets as a whole) and the characteristics of the contractual cash flows of the specific financial asset.

The group's application of IFRS 9 – Financial instruments and the group's exposure to financial risks and how these risks could affect the group's future financial performance are described below.

Financial assets – classification and measurement

IFRS 9 – Financial instruments requires all financial assets to be initially recognised at fair value, including directly attributable transaction costs for all financial assets not measured at fair value through profit or loss. Transaction costs for financial assets carried at fair value through profit or loss are expensed in profit or loss.

The group subsequently measures financial assets depending on whether these instruments are debt or equity instruments (from an issuer's perspective).

for the year ended 31 March 2022

28. FINANCIAL RISK MANAGEMENT continued

Financial assets – classification and measurement continued Debt instruments

Subsequent measurement of financial assets, that are considered to be debt instruments from an issuer's perspective, based on (i) the group's business model within which the financial assets are managed and (ii) the contractual cash flow characteristics of the financial assets (whether the cash flows represent solely payment of principal and interest). Financial assets are measured at amortised cost if they are held within a business model whose objective it is to hold those assets for the purpose of collecting contractual cash flows and those cash flows comprise solely payments of principal and interest (hold to collect).

Financial assets are measured at fair value through other comprehensive income if they are held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets and those contractual cash flows comprise solely of payments of principal and interest (hold to collect and sell). Movements in the carrying amount of these financial assets should be taken through other comprehensive income, except for interest revenue and foreign exchange gains or losses, which are recognised in profit or loss. Where the financial asset is derecognised, the cumulative gain or loss previously recognised in other comprehensive income is reclassified from equity to profit or loss.

Equity instruments

The group subsequently measures all financial assets, that are considered to be equity instruments from an issuer's perspective, at fair value. Where the group has elected to present fair value gains and losses on equity investments in other comprehensive income, there is no subsequent reclassification of fair value gains and losses to profit or loss following the derecognition of the investment. Dividends from such investments continue to be recognised in profit or loss as investment income when the group's right to receive payments is established.

Financial liabilities – classification and measurement

The group recognises instruments where it has a contractual obligation to (i) deliver cash or another financial asset to another entity; or (ii) to exchange financial assets or financial liabilities with another entity under conditions that are potentially unfavourable to the group as financial liabilities. Financial liabilities are recognised once the group becomes a party to the contractual rights and obligations in the underlying contracts.

Under IFRS 9 – Financial instruments requirements, the group measures financial liabilities at either fair value or amortised cost. The group recognises all financial liabilities at amortised cost, unless the group is required to measure the financial liabilities at fair value or has opted to measure the liability at fair value.

All financial liabilities are initially measured at fair value, minus (in the case of financial liabilities not recognised at fair value through profit or loss) transaction costs that are directly attributable to the issuance of the financial instrument.

Financial liabilities that are subsequently measured at amortised cost are measured at the amount recognised on initial recognition minus principal prepayments, plus the cumulative amortisation using the effective interest method. The movements in financial liabilities that are subsequently measured at fair value are recognised in profit or loss, with changes in the fair value of these financial liabilities that are attributable to the group's own credit risk recognised in other comprehensive income. Where these financial liabilities are derecognised, the cumulative gain or loss previously recognised in other comprehensive income is not reclassified from equity to profit or loss. However, it may be reclassified within equity.

Derecognition of financial assets

Financial assets are derecognised when the right to receive cash flows from the asset has expired, the right to receive cash flows has been retained but an obligation to on pay them in full without material delay has been assumed or the right to receive cash flows has been transferred together with substantially all the risks and rewards of ownership.

Derecognition of financial liabilities

Financial liabilities are derecognised when their related obligations are discharged, cancelled or expire. The difference between the carrying amount of a financial liability that has been extinguished or transferred to another party and the consideration paid is recognised in profit or loss as other income or finance costs.

Financial liabilities 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.

for the year ended 31 March 2022

28. FINANCIAL RISK MANAGEMENT continued

Financial instruments – impairment

IFRS 9 – Financial instruments requires impairments to be determined based on an ECL model for financial assets carried at amortised cost or fair value through other comprehensive income. PPC group recognises an allowance for either 12-month or lifetime ECLs, depending on whether there has been a significant increase in credit risk. PPC group measures the ECLs in a manner which reflects a probability-weighted outcome, the time value of money and the entity's best available forward looking information. The preceding probability-weighted outcome considers the possibility that a credit loss will occur and the possibility that no credit loss will occur, no matter how low the probability of credit loss occurrence might be. The ECL model applies to financial assets measured at amortised cost and fair value through other comprehensive income, lease receivables and certain loan commitments as well as financial guarantee contracts.

For trade receivables, the group applies the simplified approach permitted by IFRS 9 – Financial instruments, which requires expected lifetime losses to be recognised from initial recognition of the receivables. Refer to credit risk management below for further details.

The group's financial instruments consist mainly of borrowings from financial institutions, deposits with banks, local money market instruments and accounts receivable and payable.

Capital risk management

The group manages its capital to ensure that entities in the group will continue as a going concern, while maximising the return to stakeholders through the optimisation of debt and equity. Refer to note 36 for a detailed explanation as to management's going concern considerations.

The capital structure of the group consists of debt (note 14), cash and cash equivalents (note 11), and equity attributable to PPC Ltd shareholders, comprising stated capital (note 12), reserves and retained profit.

A committee, including PPC's senior financial executives, reviews the capital structure on a quarterly basis. As part of this review, the cost of capital and the risks associated with each class of capital are considered. Based on recommendations of the committee, the group may adjust the amount of dividends paid to shareholders, return capital to shareholders, repurchase shares currently issued, issue new shares, raise new debt, raise new debt to replace existing debt with different characteristics and/or sell assets to reduce debt in order to maintain the optimal capital structure. The group monitors capital utilising a number of measures including the gearing ratio. The gearing ratio is calculated as net debt (total debt less cash) divided by shareholders' equity.

The group's cash and cash equivalents and debt at statement of financial position date was as follows:

	2022Rm	2021Rm
Cash and cash equivalents	577	457
Lease liabilities	(59)	(60)
Borrowings	(1 581)	(2 628)
Total equity	6 911	6 730
Total capital – continuing operations	5 848	4 499
Total capital – assets held for sale and disposal groups	–	(2 085)
Total capital	5 848	2 414

Treasury risk management

Senior financial executives meet on a regular basis to analyse currency and interest rate exposure and to re-evaluate treasury management strategies against latest economic forecasts. The group's central treasury operation provides South African entities with access to local markets and provides local subsidiaries with the benefit of bulk financing and depositing.

Foreign currency management

Trade and capital commitments

The group is exposed to exchange rate fluctuations as it undertakes transactions denominated in foreign currencies in the normal course of business. Exchange rate exposures are managed within approved policy parameters utilising forward exchange contracts. Where possible, entities in the group forward cover all material foreign currency commitments unless there is a natural hedge.

for the year ended 31 March 2022

28. FINANCIAL RISK MANAGEMENT continued

The group's financial instrument exposure to currency risk is summarised below:

	Notes	Botswanapula	USdollar	Zimbabweandollar	Rwandanfranc	Mozambicanmetical

2022
Financial assets
Trade and other financial receivables	10	23	–	1 445	5 234	–
Cash and cash equivalents	11	24	18	295	8 094	4
PPC Zimbabwe financial asset	6.1.3	–	–	–	–	–
Transfer to assets held for sale and held bydisposal groups	8	–	–	–	–	–

		47	18	1 740	13 328	4
Financial liabilities
Long-term borrowings	14	–	–	–	15 936	–
Short-term borrowings	14	–	–	–	10 576	–
Lease liabilities	3.2	1	–	27	13	–
Liability to non-controlling shareholder in
subsidiary company	15	–	–	–	–	–
Trade and other financial payables	16	39	–	2 175	9 361	–
Decommissioning and rehabilitationobligations	13	–	–	569	181	–
Transfer to assets held for sale and held by
disposal groups	8	–	–	–	–	–
		40	–	2 771	36 067	–
Net exposure		7	18	(1 031)	(22 739)	4
2021
Financial assets
Trade and other financial receivables	10	35	15	966	4 170	–
Cash and cash equivalents	11	64	41	166	4 529	4
PPC Zimbabwe financial asset	6.1.3	–	–	347	–	–
Transfer to assets held for sale and held by
disposal groups	8	(24)	(35)
		75	21	1 479	8 699	4
Financial liabilities
Long-term borrowings	14	–	–	–	29 714	–
Short-term borrowings	14	–	168	786	10 351	–
Lease liabilities	3.2	2	–	20	24	–
Liability to non-controlling shareholder in
subsidiary company	15	–	1	–	–	–
Trade and other financial payables	16	52	–	604	7 276	–
Decommissioning and rehabilitationobligations	13	11	1	340	172	–
Transfer to assets held for sale and held by
disposal groups	8	(11)	(171)
		54	–	1 750	47 537	–
Net exposure		21	21	(271)	(38 838)	4

for the year ended 31 March 2022

28. FINANCIAL RISK MANAGEMENT continued

Sensitivity analysis on net exposure

A movement in exchange rates of 5%, with all other variables held constant, against the significant foreign currencies below would have the following impact:

		income and shareholders' equity	Impact on total comprehensive
	Closing rate	5% increase	5% decrease
Significant foreign currency exposure
2022
Botswana pula(a)	1,27	–	–
US dollar	14,48	13	(13)
ZWL dollar	0,10	(5)	5
Rwandan franc	0,01	(16)	16
Mozambican metical	0,25	–	–
(Decrease)/increase in total comprehensive income		(8)	8
2021
Botswana pula	1,33	2	(2)
US dollar	14,77	(90)	90
RTGS dollar	0,18	(2)	2
Rwandan franc	0,01	(29)	29
Mozambican metical	0,22	–	–
(Decrease)/increase in total comprehensive income		(119)	119

(a) The amount is less than one million.

for the year ended 31 March 2022

28. FINANCIAL RISK MANAGEMENT continued

Interest rate management

The group is exposed to interest rate risk arising from fluctuations in financing costs on loans which are at variable interest rates, and interest received on cash and cash equivalents. As part of the process of maintaining a balance between the group's fixed and variable rate borrowings, the interest rate characteristics of new borrowings and the refinancing of existing borrowings are structured according to expected movements in interest rates. The profile of total borrowings is as follows:

Description	Years ofrepayment	2022Rm	2021Rm
Secured
Long-term loans denominated in foreign currencies (refer to note 14)	2022 – 2025	377	602
Long-term loans (refer to note 14)	2022 – 2025	999	1 691
		1 376	2 293
Unsecured
Short-term loans and bank overdrafts (refer to note 14)	2022	205	335
Unsecured, short-term loans bearing interest at market rates		205	335

Sensitivity analysis – floating interest rate instruments

All other variables held constant, the amounts below are calculated based on the assumption that the daily average weighted rate cost of funding or interest income received is higher or lower by 100 basis points throughout the year and such rate is applied to the borrowing and cash balances at year-end.

	Weightedaverage interest	Change ininterest rate		Impact on total comprehensiveincome and shareholders' equity
Floating interest rate instruments	rates	basis points	Increase	Decrease
ZAR loans	7,2%	100	12	(12)
RWF loans	13,4%	100	4	(4)
Group interest rate sensitivity			16	(16)

During the current year, the interest rate swap was settled before the maturity date which resulted in a loss on the interest rate swap on derecognition. The fair value of the swap at the end of March 2022 is nil (31 March 2021: R23 million) in favour of the counterparty and therefore a liability to the group.

Rwanda's local RWF26,5 billion loan has a weighted average interest rate of 13,4% unless the Rwanda Central Bank raises their discount rate above 13,5%; the current rate is 4,5% and the highest it has been in seven years is 11,5%.

for the year ended 31 March 2022

28. FINANCIAL RISK MANAGEMENT continued

Fair values of financial assets and liabilities

The classification of financial assets and liabilities are set out below.

		Total carrying
	Notes	amountRm	Fair valueRm	Amortised costRm

2022
Financial assets
The financial assets carried at fair value are classified into three
categories as reflected below:
At amortised cost		1 332	–	1 332
Trade and other financial receivables	10	755	–	755
Cash and cash equivalents	11	577	–	577
At fair value through other comprehensive income		3	3	–
Investment in Old Mutual shares on the Zimbabwe Stock
Exchange	6.1.4	3	3	0
At fair value through profit or loss		195	195	–
Unlisted collective investment (held for trading)	6.1.1	144	144	–
PPC Zimbabwe financial asset	6.1.2	–	–	–
Zimbabwe blocked funds	6.2.1	32	32	–
Cell captive investment	6.1.3	19	19	–
Financial liabilities
At amortised cost		2 625	–	2 625
Long-term borrowings	14	1 150	–	1 150
Short-term borrowings	14	431	–	431
Lease liabilities	3.2	59	–	59
Trade and other financial payables	16	985	–	985
At fair value through profit or loss		–	–	–
Interest rate swap liability	15	–	–	–
2021
Financial assets
At amortised cost		1 272	–	1 272
Trade and other financial receivables	10	815	–	815
Cash and cash equivalents	11	457	–	457
At fair value through other comprehensive income		3	3	–
Investment in Old Mutual shares on the Zimbabwe Stock		3	3	–
Exchange	6.1.4
At fair value through profit or loss		243	243	0
Unlisted collective investment (held for trading)	6.1.1	129	129	–
PPC Zimbabwe financial asset	6.1.2	57	57	–
Zimbabwe blocked funds	6.2.1	50	50	–
Cell captive investment	6.1.3	7	7
Financial liabilities		243	243	–
At amortised cost		3 537	–	3 537
Long-term borrowings	14	983	–	983
Short-term borrowings	14	1 645	–	1 645
Finance lease liabilities	3.2	60	–	60
Trade and other financial payables	16	849	–	849
At fair value through profit or loss		23	23	–
Interest rate swap liability	15	23	23	–

for the year ended 31 March 2022

28. FINANCIAL RISK MANAGEMENT continued

Credit risk management

Credit risk is the risk of financial loss to the group if a counterparty to a financial instrument fails to meet its contractual obligations. The potential exposure to credit risk is represented by the carrying amounts of trade and other receivables, cash and cash equivalents, short-term cash investments and Zimbabwe blocked funds.

Credit risk policy: Investments, cash and cash equivalents and derivatives

The group's policy is to strictly limit exposure to individual counterparties by reference to published short-term and long-term credit ratings from recognised credit rating agencies. The group invests in high-quality investments with reputable service providers.

The group's exposure and the credit ratings of its counterparties are continuously monitored. The policy requires diversification of credit exposures among these financial institutions and defines acceptable daily settlement limits. Individual limits for counterparties whose rating fall within the credit rating guidelines of the group's policy are approved by the CFO and for counterparties with ratings outside of the policy guidelines, the limits must be approved by the ARCC.

Security held

For some receivables, the group may obtain security in the form of guarantees, deeds of undertaking or letters of credit, which may be called upon if the counterparty is in default under the terms of the agreement.

Summary of the assumptions underpinning the group's ECL model for cash and cash equivalents is as follows:

Under the general approach, at each reporting date, the group recognises a loss allowance based on either 12-month ECLs or lifetime ECLs, depending on whether there has been a significant increase in credit risk on the financial instrument since initial recognition. The changes in the loss allowance balance are recognised in profit or loss as an impairment gain or loss. Given the maturity profile of the group's bank deposits and current accounts that are classified as financial assets measured at amortised cost, of three months or less, the 12-month and lifetime ECLs are not expected to be materially different. Based on these facts, the general approach has been deemed most appropriate for calculating the ECL.

Significant assumptions considered within the ECL model:

The model only considers positive cash balances with banking institutions, ie gross of overdrafts
The model also excludes petty cash as this is assumed to be petty cash on hand
Short-term bank deposits have a maturity of three months or less
Implied Moody's credit ratings are a suitable proxy for Moody's ratings. Due to the fact that not all banking institutions have Moody's ratings, we estimated implied Moody's ratings
Banking institutions with same implied Moody's credit rating belong to a homogenous credit risk grouping, ie have the same probability of default etc
Moody's one-year default rates are a suitable proxy for short-term deposit default rates

Using the probability of default approach the ECLs are a probability-weighted estimate of the present value of estimated cash shortfalls – ie the weighted average of credit losses, with the respective risks of default occurring used as the weights. For this purpose, the following parameters must be estimated:

Probability of default (PD) estimate of the likelihood of default over a given time horizon
Loss given default (LGD) estimate of the percentage loss arising in case a default occurs at a given time
Exposure at default (EAD) estimate of the exposure at a future default date, taking into account expected changes in the exposure after the reporting date, including repayments of principal and interest, whether scheduled by contract or otherwise, expected drawdowns on committed facilities and accrued interest from missed payments
Discount rate (r) rate used to discount an expected loss to a present value at the reporting date

For the group, the exposure at default is assumed to be 100% of all the positive balances outstanding at year-end as short-term deposits have similar characteristics to loans that are not backed by collateral. The effect of discounting the ECLs is not expected to have a material impact on the ECLs given the short-term maturity profile of the cash and cash equivalent balances.

The group has limited historical information of the probability of default for the respective banking institutions in which it holds bank deposits. Therefore, it is reasonable to use external credit information from one of the three major rating agencies to estimate the probability of default. The group also compares the banking institution's credit rating to that of the sovereign rating (creditworthiness of a country) and uses the lower of the two, ie if we have a bank that has Aa credit rating, but its country (that is last resort guarantor) has Ba credit rating, it is common practice to use default rates for Ba credit rating as opposed to the Aa credit rating.

for the year ended 31 March 2022

28. FINANCIAL RISK MANAGEMENT continued

Summary of the assumptions underpinning the group's ECL model for cash and cash equivalents is as follows: continued The group has limited historical information of the portion of the outstanding balance that would not be recoverable in the case of a default at a given time. In estimating the LGD, the group makes reference to regulatory guidance provided to insurers by the Prudential Authority. The Financial Soundness Standards (FSIs) are designed to ensure that insurers can meet policyholder obligations by holding own funds of sufficient quality and quantity to absorb significant unforeseen losses arising from the risks associated with an insurer's activities.

Pari-passu is a Latin phrase meaning "equal footing" that describes situations where two or more assets, securities, creditors, or obligations are equally managed without preference. The cash and cash equivalents would rank in the same priority as other unsecured debts owed by banks to all creditors, should the financial institutions enter into bankruptcy proceedings ie the group would be treated like other unsecured creditors with regards to all debts owed by the bank on bankruptcy. The trustee would repay the group the same fractional amount as other creditors at the same time. Therefore, it is reasonable for the group to use LGD rates of 45% and above in estimating ECLs.

ECLs must reflect an unbiased and probability-weighted estimate of credit losses over the expected life of the financial instrument (ie the weighted average of credit losses with the respective risks of a default occurring as the weights).

The standard makes it clear that when measuring ECLs, in order to derive an unbiased and probability-weighted amount, an entity needs to evaluate a range of possible outcomes. The group does not need to identify every possible scenario, it just needs to take into account the possibility that a credit loss could occur, no matter how low that probability is.

A practical method that can be used to determine a range of possible outcomes is scenario analysis. Scenario analysis is a process of analysing future events by considering alternative possible outcomes. Thus, scenario analysis, which is one of the main forms of projection, will not only show the most likely ECL, but it will present several alternative ECLs. For the group, the scenario analysis will comprise mainly of flexing two main variables in the ECL model for a range of values. The first variable that the group varied is the LGD. As discussed above, the group can use LGD values between 45% and 100% in performing the scenario analysis.

The second variable that the group varied is the PD. The reports supplied by the ratings agencies contain a range of historical PDs that can be used to vary the PD variable.

Due to significant judgement and specialised statistical knowledge required to estimate the probability of each outcome occurring, it is apparent that trying to estimate the probability of each outcome in the scenario analysis would require exhaustive search for information and this is not the objective that is intended in the standard. The guidance from the standard requires that the group use information available for financial reporting purposes, which is considered to be available without undue cost or effort. Assuming that each outcome has an equal chance of occurrence would satisfy the need to determine a probability-weighted ECL.

Historical information should be used as a starting point from which adjustments are made to estimate ECLs on the basis of reasonable and supportable information that incorporates both current and forward looking information.

In considering whether historical credit losses should be adjusted, the group considered various items, including:

The historical data which has been used captures ECLs that are through-the-cycle (ie estimates based on historical credit loss events and experience over the entire economic cycle)
The period of time over which its historical data has been captured and the corresponding economic conditions represented in that history

If these conditions are satisfied, management concludes that the historical data is sufficient and does not need to be adjusted for forward looking information as the historical data used, implicitly, covers a variety of empirical economic scenarios that could be a reflection of future economic scenarios.

for the year ended 31 March 2022

28. FINANCIAL RISK MANAGEMENT continued

Credit risk policy: Trade and other receivables

Trade receivables comprise a large, widespread customer base and credit risk arises from the possibility that customers may not be able to settle their obligations as agreed. To manage this risk, the granting of credit is controlled by application and account limits and the group only deals with creditworthy customers supported by appropriate collateral. The group credit committee, chaired by the group CFO, meets on a quarterly basis to monitor trade receivables and approve granting of account limits. The group annually re-evaluates counterparty limits and the financial reliability of its customers.

			2022Rm	2021Rm

Net trade receivables comprise			686	760
Trade receivables that are neither past due nor impaired			568	652
Trade receivables that would otherwise be impaired whose terms have been renegotiated			2	121
Trade receivables that are past due but not impaired			116	86
Transfer to assets held for sale and disposal groups			–	(99)
Loss allowance
Balance at the beginning of the year			126	170
ECL through profit or loss	(46)	(13)
Transfer to assets held for sale and disposal groups	–	(18)
Translation differences	(1)	(13)
Balance at the end of the year			79	126
	31 March2022	ECL%	31 March2021	ECL%
The ageing of the ECL at the reporting date
Current due
1 – 30 days	11	3,0	7	1,7
31 – 60 days	14	4,3
61 – 120 days	2	17,3	23	18,2
120 – 150 days	3	35,0	6	54,5
Greater than 150 days(a)	60	73,7	76	98,3
Total loss allowance	79		126

(a) Included in greater than 150 days ageing bracket is loss allowance of R20 million (31 March 2021: R23 million) that has been specifically identified based on the group's risk management policies. These balances were moved from the other ageing brackets and have been fully provided for based on specific identification criteria: customer's financial difficulty, inability to pay and when it is perceived that there is no realistic prospect of recovery.

Summary of the assumptions underpinning the group's ECL model for trade and other receivables

For trade receivables or contract assets that do not contain a significant financing component, the loss allowance should be measured at initial recognition and throughout the life of the receivable at an amount equal to lifetime ECL. As a practical expedient, a provision matrix may be used to estimate ECL for these financial instruments.

The group monitors the ageing of its receivables using the following buckets:

Current
Overdue 1 30 days
Overdue 31 60 days
Overdue 61 90 days
Overdue 91 120 days
Overdue 121 150 days
Overdue 150 days and more

The ageing of PPC's receivables represents the overdue profile, meaning that payment terms are considered. For example, on an account with 60 days' payment terms, the current bucket will contain invoices that are one to 60 days old, but they are still not overdue. According to the group's current trade and other receivables estimation methodology, overdue receivables more than 120 days are fully provided for. For current receivables (ie not past due according to payment terms of contracts) and overdue no more than 120 days, a percentage ECL is determined.

for the year ended 31 March 2022

28. FINANCIAL RISK MANAGEMENT continued

Significant assumptions considered within the ECL model

1. The population of receivables within each portfolio is homogenous, ie the customers are of similar size and industry, the nature or invoices are similar etc
1. The receivables do not contain significant financing components (eg they do not bear interest)
1. The model assumes that the amount of receivable is fully unrecoverable, meaning if it was not paid, the loss is 100% (in other words, LGD =100%). However, the model allows for custom LGD for a specific customer/entity/portfolio. Judgement and evidence are required when determining LGD lower than 100%
1. The model excludes negative receivables when calculating PDs. The ECL cannot be negative for any customer. If the balance on the account is negative, ECL will be equal to zero

Calculating the ECL using a provision matrix

ECL formula: ECL = EAD x LGD x PD, where:
EAD = Exposure at default positive amount of current receivables in a particular bucket
LGD = Loss given default percentage unrecoverable loss given the default occurs
PD = Probability of default

Probabilities of default are calculated a) as incremental receivables in the last bucket (over 150 days), and b) divided by cumulative amount of receivables in each bucket.

Adjusting for forward looking estimates

The adjustment for forward looking information is represented by a factor by which historical PD is multiplied to obtain final PD. The final PD should not exceed 100%. IFRS 9 – Financial instruments does not explicitly provide detailed context on how to calculate adjustments for forward looking information. If economic conditions remain stable, we could assume that this adjustment is insignificant and therefore the calculated historical PDs are used in the formula without change.

The group utilised the same methodology to determine the ECL on trade receivables in all jurisdictions.

	Notes	2022Rm	2021Rm
Trade and other receivables	10	755	815
Cash and cash equivalents	11	577	457
Investment in Old Mutual shares in Zimbabwe Stock Market	6.1.4	3	3
Maximum credit risk exposure		1 335	1 275

The analysis per credit rating level is assessed below. These ratings were obtained from Standard and Poor's and Moody's and these relate only to cash and cash equivalents.

for the year ended 31 March 2022

28. FINANCIAL RISK MANAGEMENT continued

Adjusting for forward looking estimates continued

			2022	2021
Country	Counterparty	Long-termratings	Ratingdefinitions	Long-termratings	Rating definitions
South Africa	First National Bank/Rand Merchant Bank	Ba2	Non-investment	Ba2	Non-investment
	Standard Bank	Ba2	Non-investment	Ba2	Non-investment
	Nedbank	Ba2	Non-investment	Ba2	Non-investment
Botswana	First National Bank	Ba2	Non-investment	Ba1	Non-investment
	Barclays	Ba1	Non-investment	Ba3	Non-investment
	Stanbic	Ba3	Non-investment	Ba3	Non-investment
Zimbabwe	Stanbic	Ba3	Non-investment	B2/NP	Highly speculative
	PTA Bank(a)	N/A	N/A	N/A	N/A
					Extremely
DRC	Raw Bank	N/A	N/A	Caa1/NP	speculative
	Procredit(a)	N/A	N/A	N/A	N/A
	PTA Bank(a)	N/A	N/A	N/A	N/A
			Highly
Rwanda	Kenya Commercial Bank (KCB)	B2/NP	speculative	B2/NP	Highly speculative
	PTA Bank(a)			N/A	N/A
	East African Development Bank(a)			N/A	N/A

(a) Credit ratings are not available for these institutions.

ECL on cash and cash equivalents

	2022Rm	2021Rm
Zimbabwe	3	7
DRC	–	3
Rwanda	1	–
Transfer to discontinued operations	–	(3)
	4	7

for the year ended 31 March 2022

28. FINANCIAL RISK MANAGEMENT continued

Collateral

The group holds collateral against trade receivables in order to reduce credit risk. Although collateral is held, the group's policy is to establish that credit granted is within the customer's capacity to repay the amount, rather than to rely in the collateral held against the amount due. Estimates of the fair value of collateral are based on the value at the time of providing credit to the customer.

	2022Rm	2021Rm
Fair value of collateral held	184	182

Collateral held comprises:

Security/collateral	Terms and conditions associated with use of collateral
Bank guarantees	The group will on occasion accept a bank guarantee as security from a debtor. In such instance, the bankundertakes to accept liability for the debt of the debtor to a limited amount. As at 31 March 2022,management considered R22 million (31 March 2021: R104 million) to be a reasonable estimate of thecollateral held in the form of bank guarantees.
Notarial bond	The group takes notarial bonds over specified and, in certain instances, all the movable property ofcertain debtors. This gives the group a preference to the proceeds of such movable property of thedebtor on the liquidation or sequestration of the debtor. As at 31 March 2022, management considerednil (31 March 2021: R17 million) to be a reasonable estimate of the collateral held in the form ofnotarial bonds.
Mortgage bond	The group may from time to time register a continuous covering mortgage bond over the immovableproperty of a debtor. This gives the group the right to execute against the property of the debtor if thedebtor defaults. As at 31 March 2022, management considered R2 million (31 March 2021: R37 million)to be a reasonable estimate of the collateral held in the form of mortgage bonds.
Deed of suretyship	The group will on occasion request a deed of suretyship from the shareholders or directors of the debtor.In such instance the shareholders or directors assume personal liability for the debt provided to the debtor.As at 31 March 2022, management considered R159 million (31 March 2021: R9 million) to be a reasonableestimate of the collateral held in the form of deeds of suretyship.
Cross-company guarantee	At times the group will request a company within the same group of companies as the debtor to be aguarantor for the obligation of the debtor. In such instance, should the debtor default on the obligation,the guarantor will make payment for the outstanding balance of the debtor. As at 31 March 2022,management considered R1 million (31 March 2021: R15 million) to be a reasonable estimate of thecollateral held in the form of cross-company guarantees.

for the year ended 31 March 2022

28. FINANCIAL RISK MANAGEMENT continued

Liquidity risk management

Liquidity risk is the risk of the group being unable to meet its payment obligations when they fall due. The group manages liquidity risk centrally by maintaining an appropriate balance between long-term and short-term debt, ensuring borrowing facilities are adequate to meet its liquidity requirements at all times and by monitoring forecast and actual cash flows.

The company had committed borrowing facilities of R2,4 billion and utilised 65,0% (2021: 81,5%) of these facilities at 31 March 2022. At year-end, R852 million of borrowing facilities remain unutilised. These numbers exclude project finance in Rwanda.

Banking facilities are only entered into with leading financial institutions.

The following table details the group's remaining contractual maturity for its financial liabilities. The table has been prepared based on undiscounted cash flows at the earliest date on which the group can be required to pay. The amounts include interest accrued to the payment date.

	<1 yearRm	1 – 5 yearsRm	>5 yearsRm	TotalRm
2022
Total borrowings	438	1 169	–	1 607
Trade and other financial payables	432	–	–	432
Lease liability	33	43	–	76
	903	1 212	–	2 115
2021
Total borrowings	2 070	1 670	–	3 740
Trade and other financial payables	422	–	–	422
Lease liability	35	33	–	68
	2 528	1 703	–	4 231

Refer to note 14 for borrowings details.

Methods and assumptions used by the group in determining fair values

The estimated fair value of financial instruments is determined at discrete points in time, by reference to the mid-price in an active market wherever possible. Where no such active market exists for the particular asset or liability, the group uses valuation techniques to arrive at fair value, including the use of prices obtained in recent arm's length transactions, discounted cash flow analysis and other valuation techniques commonly used by market participants.

The fair value of unlisted collective investment is valued using the closing unit price at year-end. Further details are disclosed in note 8.

The fair value of loans receivable and payable is based on the market rates of the loan and the recoverability.

The fair values of cash and cash equivalents, trade and other financial receivables and trade and other financial payables approximate the respective carrying amounts of these financial instruments because of the short period to maturity.

The PPC Zimbabwe financial asset (refer to note 7) should be valued using ZWL dollar forward curves, however, these are not available. As a result of there being no other similar available market data the financial asset has been valued at the year-end US$:ZWL$ (2021: US$:ZWL$) exchange rate and further credit risk adjustment was recognised.

for the year ended 31 March 2022

28. FINANCIAL RISK MANAGEMENT continued

Fair value hierarchy disclosures

			Carrying amount (by measurement basis)
			Fair valueFair valueFair value
		Amortised
	Notes	cost	Level 1	Level 2	Level 3	Total
2022
Financial assets
At amortised cost
Trade and other financial receivables	10	755	–	–	–	755
Cash and cash equivalents	11	577	–	–	–	577
At fair value through other comprehensive
income						–
Investment in Old Mutual shares on the
Zimbabwe Stock Exchange(a)	6.1.4	–	–	3	–	3
At fair value through profit or loss						–
Unlisted collective investments at fair
value (held for trading)	6.1.2	–	–	144	–	144
PPC Zimbabwe financial asset	6.1.3	–	–	–	–	–
Zimbabwe blocked funds	6.2.1	–	–	–	32	32
Cell captive investment		–	–	–	19	19
Financial liabilities						–
At amortised cost						–
Long-term borrowings	14	1 150	–	–	–	1 150
Short-term borrowings	14	431	–	–	–	431
Lease liabilities	3.2	59	–	–	–	59
Trade and other financial payables	16	1 256	–	–	–	1 256
At fair value through profit or loss						–
Interest rate swap liability	15	–	–	–	–	–
2021
Financial assets
At amortised cost
Trade and other financial receivables	10	815	–	–	–	815
Cash and cash equivalents	11	457	–	–	–	457
At fair value through other comprehensive
income
Investment in Old Mutual shares on the
Zimbabwe Stock Exchange	6.1.4	–	–	3	–	3
At fair value through profit or loss
Unlisted collective investments at fair
value (held for trading)	6.1.2	–	–	129	–	129
PPC Zimbabwe financial asset	6.1.3	–	–	–	57	57
Zimbabwe blocked funds	6.2.1	–	–	–	50	50
Cell captive investment		–	–	–	7	7
Financial liabilities
At amortised cost
Long-term borrowings	14	983	–	–	–	983
Short-term borrowings	14	1 645	–	–	–	1 645
Finance lease liabilities	3.2	60	–	–	–	60
Trade and other financial payables	16	1 167	–	–	–	1 167
At fair value through profit or loss
Interest rate swap liability	15	–	–	23	–	23

(a) During the previous financial year the investment in Old Mutual shares listed on the Zimbabwe Stock Exchange was transferred from level 1 to level 2 fair value hierarchy. On 23 June 2020 the Zimbabwe Stock Exchange suspended trading in Old Mutual shares and as a result the principal market for these shares were no longer active. In order to determine the fair value of the investment the most advantageous market JSE was considered the best alternative based on observable inputs being the share price of Old Mutual shares on the JSE, however trading in the shares on the JSE is not possible due to the suspension of the fungibility. Accordingly, due to the alternative method in calculating the fair value, the investment was transferred from level 1 to level 2.

for the year ended 31 March 2022

28. FINANCIAL RISK MANAGEMENT continued

Fair value hierarchy disclosures continued

Level 1 – financial assets and liabilities that are valued accordingly to unadjusted market prices for similar assets and liabilities. Market prices in this instance are readily available and the price represents regularly occurring transactions which have been concluded on an arm's length transaction.

Level 2 – financial assets and liabilities are valued using observable inputs, other than the market prices noted in the level 1 methodology, and make reference to pricing of similar assets and liabilities in an active market or by utilising observable prices and market-related data.

Level 3 – financial assets and liabilities that are valued using unobservable data, and requires management's judgement in determining the fair value. Refer to notes 7, 11 and 16 for quantitative information and significant assumptions on the unobservable inputs used to determine fair values for financial assets and liabilities respectively.

This note has been refined from that reported in the prior period to only include financial instruments held at fair value.

Level 3 sensitivity analysis

Financial instrument	Valuation technique	Key unobservableinputs	Sensitivity %	Carrying value(Rm)	Increase ordecrease (Rm)
PPC Zimbabwe financialasset	US$:ZWL$ exchangerate	Credit risk adjustmentof 50%	1% higher and 1%lower	–	–
Zimbabwe blocked funds	US$:ZWL$ exchangerate	Credit risk adjustmentof 90%	1% higher and 1%lower	32	3
Cell captive investment	Net asset value	Cash and cashequivalents,investment in unittrusts, insurance fundliabilities	n/a	19	–

Movements in level 3 financial instruments	2022Rm	2021Rm
Financial assets at fair value through profit or loss
Balance at the beginning of the period	114	220
New financial assets recognised	–	15
Fair value adjustments	3	84
Fair value adjustment – credit risk	46	155
Translation differences	(4)	(121)
Repayments	(108)	(239)
Balance at the end of the period	51	114

Remeasurements are recorded in fair value adjustments on financial instruments in the statement of profit or loss.

29. RELATED-PARTY TRANSACTIONS

Parties are considered to be related if one party directly or indirectly has the ability to control or jointly control the other party or exercise significant influence over the other party or is a member of the key management of PPC group. In particular, this relates to associates, as transactions with the consolidated subsidiaries are eliminated. PPC regards non-executive directors, executive directors, the executive committee and prescribed officers to be key management. In the prior year, in the ordinary course of business, PPC Group Services (Pty) Ltd, a subsidiary of PPC Ltd, entered into various transactions with Habesha, an associate of PPC Ltd. The effect of these transactions is included in the financial performance and results of the group. No impairment of receivables related to the amount of outstanding balances is required.

	31 March 2022Rm	31 March 2021Rm
The following table shows transactions with the related parties that are included in thegroup's annual financial statements.
Habesha Cement Company	–	–
Dividends received from a related party
Olegra (Pty) Ltd	0	1

for the year ended 31 March 2022

29. RELATED-PARTY TRANSACTIONS continued

29.1 Executive directors and prescribed officers remuneration

Remuneration paid to executive directors and prescribed officers for the 12 months ended 31 March 2022.

	Basic salaryR000	Retirementand medicalcontributionsR000	CarallowanceR000	RetentioncashincentivesR000	Short-termincentivesR000	OtherR000	TotalR000
Executive directors	15 681	–	114	–	8 777	358	24 930
R van Wijnen	9 981	–	114	–	8 777	358	19 230
B Berlin(a)	5 700	–	–	–	–	–	5 700
Prescribed officers	6 460	1 061	637	2 366	4 606	116	15 246
NL Lekula	3 534	552	270	1 283	2 486	5	8 130
M Ramafoko	2 926	509	367	1 083	2 120	111	7 116

Remuneration paid to executive directors and prescribed officers for the 12 months ended 31 March 2021.

	Basic salaryR000	Retirementand medicalcontributionsR000	CarallowanceR000	CashincentivesR000	Short-termincentivesR000	RetrenchmentsettlementR000	OtherR000	TotalR000
Executive directors	14 140	–	300	–	–	–	450	14 890
R van Wijnen	9 398	–	300	–	–	–	350	10 048
R van Dijk(b)	4 450	–	–	–	–	–	100	4 550
AC Ball(c)	292	–	–	–	–	–		292
Prescribed officers	8 070	1 188	455	2 366	–	2 049	77	14 205
NL Lekula	3 606	498	–	1 283	–	–	5	5 392
M Ramafoko	2 609	435	367	1 083	–	–	41	4 535
P Mohlala(d)	1 855	255	88	–	–	2 049	31	4 278

(a) B Berlin was appointed as group CFO on 1 April 2021.

(b) R van Dijk was appointed as interim group CFO on 1 November 2019 and as group CFO on 30 April 2020. She resigned as the group CFO on 31 March 2021. Subsequent to her resignation as a director, she entered into a consultancy agreement with the company, which expired on 30 September 2021. A new consultancy agreement was entered into which expires on 30 November 2022.

(c) AC Ball was appointed executive director on 25 June 2020. He was previously a non-executive director. He was reappointed non-executive director on 1 July 2021. His remuneration earned for the period 1 April 2021 to 30 June 2021 is included in note 29.2.

(d) P Mohlala became a prescribed officer in April 2019 and resigned as a prescribed officer on 31 December 2020.

for the year ended 31 March 2022

29. RELATED-PARTY TRANSACTIONS continued

29.2 Non-executive directors remuneration

Remuneration paid to non-executive directors for the 12 months ended 31 March 2022.

						Committee
	BoardfeesR000	ChairmanfeesR000	Specialmeetings	ARCCR000	Remuneration/RTC (a)R000	Social, ethics andtransformationR000	Nominations(a)R000	StrategyandinvestmentR000	TotalR000
PJ Moleketi	–	1 222	43	–	–	–	–	–	1 265
AC Ball(b)	296	–	21	–	–	–	–	103	420
N Gobodo	296	–	64	140	–	209	–	–	709
B Hansen(c)	151	–	–	–	–	52	–	52	255
K Maphisa	296	–	21	–	–	103	–	103	523
NL Mkhondo	296	–	64	140	209	–	36	–	745
T Moyo(d)	145	–	21	–	51	–	36	–	253
CH Naude	296	–	21	–	103	–	–	209	629
M Thompson	296	–	107	277	–	–	–	103	783
	2 072	1 222	362	557	363	364	72	570	5 582

Remuneration paid to non-executive directors for the 12 months ended 31 March 2021.

	Committee
	Board feesR000	ChairmanfeesR000	ARCCR000	RemunerationR000	Social andethicsR000	NominationR000	StrategyandinvestmentR000	TotalR000
PJ Moleketi	–	1 279	–	–	–	–	–	1 279
AC Ball	70	–	–	38	–	–	35	143
N Gobodo	349	–	208	–	214	–	–	771
M Gumbi	220	–	–	–	91	–	–	311
K Maphisa	57	–	–	–	25	–	25	107
NL Mkhondo	349	–	208	103	–	68	–	728
T Moyo	349	–	–	95	–	68	–	512
CH Naude	349	–	–	95	–	–	209	653
M Thompson	349	–	334	–	–	–	111	794
	2 092	1 279	750	331	330	136	380	5 298

(a) The remuneration committee and nominations committee were combined into the RTC with effect from 1 October 2021.

(b) As stated in note 29.1 Antony Ball's fees received from 1 April to 30 June 2021 as an executive director are included above as no extra fees were paid compared to standard board and committee fees. (c) Appointed 1 October 2021.

(d) Resigned 30 September 2021.

for the year ended 31 March 2022

30. CHANGES IN ACCOUNTING POLICIES AND DISCLOSURES

It is the policy of PPC not to adopt new standards before they become effective. The following standards and improvements are in issue but not yet effective. These revised standards and interpretations will be adopted by PPC when they become effective.

Revised statements in issue notyet effective:	Effective datereporting period onor after	Possible implication on PPC
For adoption during FY23
IAS 16 – Property, plant andequipment – proceeds beforeintended use	1/1/2022	The amendments prohibit an entity from deducting from the cost of anitem of property, plant and equipment any proceeds from selling itemsproduced while bringing that asset to the location and condition necessaryfor it to be capable of operating in the manner intended by management.Instead, an entity recognises the proceeds from selling such items, and thecost of producing those items, in profit or loss.
IAS 37 – Provisions, contingentliabilities and contingent assets –onerous contracts – cost of fulfillinga contract	1/1/2022	The amendments specify which costs should be included in an entity'sassessment whether a contract will be loss-making.
IFRS 1 – First-time adoption ofIFRS – annual improvements toIFRS Standards 2018 – 2020	1/1/2022	Extension of an optional exemption permitting a subsidiary that becomes afirst-time adopter after its parent to measure cumulative translationdifferences using the amounts reported by its parent, based on the parent'sdate of transition to IFRS. A similar election is available to an associate orjoint venture.
IFRS 3 – Business combinations– reference to the conceptualframework	1/1/2022	The amendment updates a reference in IFRS 3 to the ConceptualFramework for Financial Reporting without changing the accountingrequirements for business combinations.
IFRS 9 – Financial instruments –interest rate benchmark reformphase 2	1/1/2022	Annual improvements to IFRS 2018 – 2020 – the amendment clarifies whichfees an entity includes when it applies the "10%" test in assessing whetherto derecognise a financial liability.
For adoption during FY24
IAS 1 – Presentation of financialStatements – classification ofliabilities as current or non-current	1/1/2023	Narrow-scope amendments to IAS 1 to clarify how to classify debt andother liabilities as current or non-current.
IFRS 17 – Insurance contracts	1/1/2023	The impact of this new standard is currently being assessed.
Disclosure of accounting policies– amendments to IAS 1 and IFRSpractice statement 2	1/1/2023	The amendment seeks to clarify the identification of material accountingpolicies to enable users to disclose material accounting policies rather thansignificant accounting policies.
Definition of accounting estimates– amendments to IAS 8	1/1/2023	Definition of change in accounting estimates: The amendment replaces thedefinition of changes in accounting estimates to clarify the distinctionbetween changes in accounting estimates and changes accounting policies.
Deferred tax related to assets andliabilities arising from a singletransaction – amendments toIAS 12	1/1/2023	The amendment clarifies the appropriate use of the exemption fromrecognising deferred tax on initial recognition of leases anddecommissioning obligations.

for the year ended 31 March 2022

31. EQUITY-ACCOUNTED INVESTMENTS

The investment in the associate is carried at cost and adjusted for post-acquisition changes in the group's share of net assets of the associate less any impairment. Management accounts together with the financial statements are used to align earnings in the equityaccounted investment with PPC's year-end as the associate has a December financial year-end. Any long-term debt interests, which in substance form part of the group's net investment in the associate, are also included in the total carrying value of the associate. Losses of an associate in excess of the group's interest in that associate are not recognised, unless the group has incurred legal or constructive obligations or made payments on behalf of the associate.

Where a group entity transacts with an associate of the group, unrealised profits and losses are eliminated to the extent of the group's interest in the relevant associate. Subsequent to year-end, the investment in associate was sold, refer to note 33.

				Carrying value, including loans advanced
Name	Nature of business	Principal placeof business	Shareholding2022%	Financialyear-end	2022Rm	2021Rm
Incorporated inSouth Africa
Olegra Oil (Pty) Ltd(a)	Used oil collectionand filling station	South Africa	–	February	–	–
Incorporated in
	Cement				–	–
Habesha	manufacturer	Ethiopia	37,67	December
					–	–
Equity-accounted investments
	Investments at cost at the beginning of the year				–	3
Share of retained profit:					–	1
Share of current year's profit					–	2
Share of associate dividend					–	(1)
Disposal of equity-accounted investment					–	(4)
Investment at the end of the year					–	–

(a) On 31 March 2021, the group disposed of its interest in Olegra for R5,5 million.

for the year ended 31 March 2022

31. EQUITY-ACCOUNTED INVESTMENTS continued

At year-end, Habesha comprises the group's only investment in equity-accounted investments and therefore only the valuation methodology and assumptions relating to the investment are disclosed. Subsequent to year-end, the group sold 100% of its stake in Habesha for US$900 000. Refer to note 33 for more details.

The majority of the share of prior year losses is as a result of a remeasurement loss recorded against the US dollar denominated borrowings following the devaluation of the Ethiopian birr against the US dollar. In the current year, Habesha also made losses as the plant is still in the ramp-up phase.

The investment in Habesha is zero at 31 March 2022 due to the recognition of PPC's share of losses. The cumulative unrecognised share of losses at 31 March 2022 is:

	31 March 2022	31 March 2021
Habesha
Unrecognised net loss for March 2022	(256)	–
Unrecognised net loss for March 2021	(238)	(238)
Unrecognised net loss for March 2020	(168)	(168)
Total comprehensive loss	(662)	(406)

	Habesha
	31 March2022	31 March2021
Key financial information of material associates
Revenue	355	515
Loss for the year	(679)	(632)
Other comprehensive income	–	1
Total comprehensive loss	(679)	(631)
Non-current assets	935	1 349
Current assets	191	214
Non-current liabilities	1 598	1 717
Current liabilities	633	325
Net assets	(1 105)	(479)

for the year ended 31 March 2022

32. ADDITIONAL DISCLOSURE

Zimbabwe indigenisation

In March 2008, Zimbabwe passed the Indigenisation and Economic Empowerment Act which required all foreign-owned companies, including those in the manufacturing sector like PPC Zimbabwe, to submit indigenisation plans for local Zimbabweans. PPC Zimbabwe accordingly submitted implementation plans and associated term sheets to the National Indigenisation and Economic Empowerment Fund in August 2012 and entered into indigenisation transactions with various parties, including an employee share option scheme, in terms of which 29,6% of PPC Zimbabwe shares have been allotted to the indigenisation partners.

All the indigenisation transactions are subject to NVF arrangements. Central to the operation of this NVF arrangement is the concept of an "NVF balance" which is defined in the transaction documents as meaning "the full extent of the notional vendor facilitation outstanding from time to time, calculated in accordance with the agreements". The "initial NVF balance" was fixed in US dollar. The currently applicable NVF balance has been escalated by interest and reduced by a percentage of dividends declared in accordance with methodology set out in the transaction documents.

During 2019, the Zimbabwe government issued Statutory Instrument 33 (SI33) that provides as follows:

"that Real Time Gross Settlement system balances expressed in the United States dollar (other than those referred to in section 44C(2) of the principal Act), immediately before the effective date, shall from the effective date be deemed to be opening balances in RTGS dollars at par with the United States dollar and (d) for accounting and other purposes (including the discharge of financial or contractual obligations), all assets and liabilities that were, immediately before the effective date, valued and expressed in United States dollars (other than assets and liabilities referred to in section 44C(2) of the principal Act) shall on and after the effective date be deemed to be values in RTGS dollars at a rate of one-to-one to the United States dollar."

One of the indigenisation participants believes that the NVF balance should have been converted to ZWL (ie RTGS) when SI33 was issued. The result of this would have been that the NVF balance would have reduced much faster than anticipated by PPC due to dividends being declared in US$.

PPC obtained a legal opinion on this matter, which legal opinion has been confirmed by a senior advocate in Zimbabwe. The legal opinion confirms that the NVF balance is a notional balance, which functions as a mere reference amount in the agreement and, accordingly, cannot and does not convert from a (notional) US$ amount to a (notional) ZWL amount. PPC therefore continues to calculate the NVF balance using the US$ as the reference currency. The non-controlling interests for the indigenisation parties will only be recognised when the shares allocated to the participants cease to incur any restrictions and become exposed to the full risks and rewards associated with ownership. The use of US$ as a reference currency does not result in the risk and rewards having passed to the indigenisation parties and accordingly, PPC does not account for any non-controlling interests in relation to the indigenisation transaction.

Contingent liabilities and guarantees

Total bank guarantees issued by the group in favour of various suppliers was R102 million (2021: R102 million). Included in this amount are financial guarantees for the environmental rehabilitation and decommissioning obligations of the group to the Department of Mineral Resources amounting to R76 million (2021: R76 million).

for the year ended 31 March 2022

33. EVENTS AFTER REPORTING DATE

Other than the events listed below, there have been no events after the reporting date that warrant disclosure in these annual financial statements.

Sale of PPC Lime

PPC and the purchaser of PPC Lime signed a further addendum to the binding sale and purchase agreement deferring the payment of the Deferred Consideration for PPC Lime from 31 March 2022 to 25 April 2022, which amount was duly received by PPC on such date. Refer to note 20 for further details.

DRC restructuring

On 29 April 2022, all the conditions precedent to the various restructuring agreements with third-party lenders for the DRC were met and formal restructuring effective date notices were issued, refer to note 8 for details.

Zimbabwe Presidential Announcements

On 7 May 2022, the President of Zimbabwe announced various measures to restore confidence, preserve value and restore macroeconomic stability in Zimbabwe. Among the various measures announced, the major highlight concerned exchange rate management which was subsequently clarified through an Exchange Control Circular No. 3 of 22 to authorised dealers issued on 9 May 2022.

On exchange rate management, the government amended the willing-buyer-willing-seller (interbank market rate) foreign exchange system put in place on 1 April 2022 by:

Increasing the amount that an individual is permitted to purchase on this system to US$5 000 per day with a limited of US$10 000 per week
Permitting the pricing of goods and services in the market to be at the prevailing willing-buyer-willing-seller rate (interbank market rate) plus a margin of up to 10%

Following this review by the government, management, based on their interpretation of IAS 21 – The effects of foreign exchange rates, has concluded that this interbank market rate meets the requirements of a spot exchange rate since it is an exchange rate that is available for immediate delivery through a legal mechanism. Management has therefore discontinued the use of the auction exchange rate and adopted the interbank market rate for financial reporting purposes. Subsequent to the date of the announcement the auction rate has devalued to such an extent that at 30 May 2022 the rate of US$1 : ZWL290,89 is almost equal to the interbank rate of US$1 : ZWL299,68 and as such the impact of the change is not expected to be material to either PPC or the group.

Sale of Habesha

On 27 May 2022, PPC International Holdings (Pty) Ltd, a wholly-owned subsidiary of PPC, entered into a definitive sale agreement to sell 100% of its stake in Habesha for US$900 000. The sale is subject to various conditions precedent customary in nature for a sale and purchase transaction of shares in Ethiopia.

for the year ended 31 March 2022

34. SUBSIDIARIES AND NON-CONTROLLING INTERESTS

The consolidated annual financial statements for the year ended 31 March 2022 include the results and statements of financial position of the company, all of its subsidiaries, SPVs and companies that are controlled by the group.

The group includes investments in subsidiaries, either directly or indirectly held by the company, and holds the majority of voting rights in all subsidiaries. Except for the respective BBBEE entities consolidated in terms of IFRS 10 – Consolidated financial statements, voting rights are aligned to the proportionate ownership. Non-controlling shareholders have significant interests in two of the group's subsidiaries, namely CIMERWA and PPC Barnet.

The key trading subsidiaries and respective holding companies are:

Proportion of ownership interest and voting power held by the group Country of incorporation 2022 2021

Name of subsidiary	Principal activity	incorporation	2022	2021	Holding company
PPC Zimbabwe Ltd	Manufacturer and supplier of both bag and bulkcement for use within Zimbabwe and surroundingcountries	Zimbabwe	70%	70%	PPC Ltd
PPC Botswana (Pty) Ltd	Manufacturer, wholesaler and distributor ofcementitious products, both bag and bulk, withinBotswana	Botswana	100%	100%	PPC Ltd
PPC South Africa Holdings(Pty) Ltd	Holding company for South Africa entities	South Africa	100%	100%	PPC Ltd
PPC Cement SA (Pty) Ltd	Manufacturer and supplier of both bag and bulkcement for use within South Africa andsurrounding countries	South Africa	100%	100%	PPC South AfricaHoldings (Pty) Ltd
PPC International Holdings(Pty) Ltd	Holding company for PPC's Internationalinvestments	South Africa	100%	100%	PPC Ltd
PPC Group Services (Pty)Ltd	Services to group entities	South Africa	100%	100%	PPC Ltd
Pronto Holdings (Pty) Ltd	Holding company for readymix and fly ashentities	South Africa	100%	100%	PPC South AfricaHoldings (Pty) Ltd
Pronto Building Materials(Pty) Ltd	Manufacture and supplier of readymix concreteand dry mortar mix in Gauteng	South Africa	100%	100%	Pronto Holdings(Pty) Ltd
Ulula Ash (Pty) Ltd	Manufacture and supplier of fly ash	South Africa	100%	100%	Pronto BuildingMaterials (Pty) Ltd
3Q Mahuma Concrete (Pty)Ltd	Manufacture and supplier of readymix concrete	South Africa	100%	100%	Pronto Holdings(Pty) Ltd
Safika Cement Holdings(Pty) Ltd	Manufacturer and supplier of blended cementwithin South Africa	South Africa	100%	100%	PPC Cement SA (Pty)Ltd
PPC Aggregate Quarries(Pty) Ltd	Manufacturer and supplier of stone, sand, roadlayer material and special aggregate-relatedproducts in Gauteng	South Africa	100%	100%	PPC South AfricaHoldings (Pty) Ltd
CIMERWA Limitada	Manufacturer and supplier of both bag and bulkcement for use within Rwanda and surroundingcountries	Rwanda	51%	51%	PPC InternationalHoldings (Pty) Ltd
PPC Barnet DRC Holdings	Holding company for PPC's expansion into theDRC cement market	Mauritius	69%	69%	PPC InternationalHoldings (Pty) Ltd
PPC Barnet DRC Trading SA	Supplier of bag cement for use within the DRCand surrounding countries	DemocraticRepublic of theCongo	69%	69%	PPC Barnet DRCHoldings
PPC Barnet DRCManufacturing SA	Manufacturer of both bag and bulk cement foruse within the DRC and surrounding countries	DemocraticRepublic of theCongo	69%	69%	PPC Barnet DRCHoldings
PPC Barnet DRC QuarryingSA	Owner of the mineral right in the DRC andresponsible for the primary phase of quarrying	DemocraticRepublic of theCongo	69%	69%	PPC Barnet DRCHoldings
PPC Mozambique SA	Supplier of cement, sourced primarily fromZimbabwe and South Africa, into theMozambique market mainly into the Maputo andTete regions	Mozambique	100%	100%	PPC InternationalHoldings (Pty) Ltd

for the year ended 31 March 2022

34. SUBSIDIARIES AND NON-CONTROLLING INTERESTS continued

The following summarised financial information is presented for PPC Barnet, CIMERWA and PPC Zimbabwe Ltd and, based on their respective consolidated financial statements which were prepared in accordance with IFRS, modified for fair value adjustments to financial assets and liabilities at the acquisition date. The information is before intergroup eliminations with other group entities. These entities are deemed material due to their respective non-controlling shareholders being a major component of the value reflected in the consolidated statement of financial position.

In 2013, in order to comply with the Indigenisation and Empowerment Act in Zimbabwe, PPC Zimbabwe issued new shares to four entities, under a NVF mechanism. These entities are Strategic Equity Partners, an Employee Share Plan, a Community Trust and the National Indigenization and Economic Empowerment Fund (NIEEF). The Community Trust and NIEEF are not consolidated as they are not deemed to be controlled by PPC Zimbabwe. The Act requires foreign-owned companies to offer at least 51% of their shares to indigenous Zimbabweans. PPC consolidates a 100% interest in PPC Zimbabwe as the non-controlling shareholders only share in a portion of the dividend declared and do not participate in the earnings of the company.

	PPC Barnet(a)2022	CIMERWA2022	PPCZimbabweLtd2022	PPC Barnet2021	CIMERWA2021	PPCZimbabweLtd2021
Revenue	891	1 209	2 172	766	1 128	1 629
Net profit/(loss) for the year	1 563	103	(92)	(1 096)	81	79
Net profit/(loss) attributable to noncontrolling interests	(1)	50	–	(347)	40	–
Dividends attributable to non-controllinginterest	–	–	(7)	–	–	(5)
Non-controlling percentage interest	31%	49%	0%	31%	49%	0%
Current assets	619	455	637	800	442	707
Current liabilities	3 038	284	273	3 036	262	261
Current net assets/(liabilities)	(2 419)	171	364	(2 236)	180	446
Non-current assets	1 814	577	3 895	1 639	678	4 069
Non-current liabilities	59	318	867	80	493	959
Non-current net assets/liabilities	1 755	259	3 028	1 560	185	3 110
Equity attributable to non-controllinginterests	(664)	491	52	(675)	461	61

(a) PPC Barnet has been classified as the disposal group held for sale (refer to note 8).

for the year ended 31 March 2022

35. STRUCTURED ENTITIES

The group engages in various business activities with structured entities which are designed to achieve a specific business purpose. A structured entity is one that has been set up so that any voting rights or similar rights are not the dominant factor in deciding who controls the entity. An example is when voting rights relate only to administrative tasks and the relevant activities are directed by contractual arrangements.

A structured entity often has some or all of the following features or attributes:
Restricted activities
A narrow and well-defined objective
Insufficient equity to permit the structured entity to finance its activities without subordinated financial support
Financing in the form of multiple contractually linked instruments to investors that create concentrations of credit or other risks (tranches)

Structured entities are consolidated when the substance of the relationship between the group and the structured entities indicate that the structured entities are controlled by the group. The entities covered by this disclosure note are not consolidated because the group does not control them through voting rights, contract, funding agreements or other means. The extent of the group's interests in unconsolidated structured entities will vary depending on the type of structured entities.

Below is a description of the group's involvement in consolidated structured entities.

Name of consolidated structured entity	Main business objective
PPC Black Managers Trust	The objective of these entities was to facilitate previous BEE transactions the
PPC Team Benefit Trust	group entered into. These transactions have matured and the entities are in
PPC Black Managers Trust Funding SPV (Pty) Ltd	the process of being wound up. Shares held by certain of these entities have
PPC Construction Industry Associations Trust Funding	been sold in the open market and the cash will be utilised to settle liabilities.
SPV (Pty) Ltd	The remaining cash will be distributed in terms of the rules of the schemes.
PPC Community Trust Funding SPV (Pty) Ltd
PPC Education Trust Funding SPV (Pty) Ltd
PPC Team Benefit Trust Funding SPV (Pty) Ltd
PPC Masakhane Trust

Nature of risks associated with PPC's interest in the consolidated structured entities

Team Benefit Trust – In terms of the trust deed, all reasonable costs and expenses relating to the administration of the trust, in excess of 15% of economic interest received, shall be reimbursed to the trust by PPC Ltd.

No dividends have been paid to the beneficiaries of this trust FY22 and FY21.

SPVs entities

PPC Ltd has contractually committed to provide the funding to the above SPV entities with such financial support as is required to allow them to meet their financial obligations as and when they fall due until such time as they are wound up and deregistered.

Below is a description of the group's involvement in unconsolidated structured entities.

Name of Unconsolidatedstructured entity	Main business objective	Interest in unconsolidated entity
PPC Bafati InvestmentTrustPPC Construction IndustryAssociations TrustPPC Community TrustPPC Education Trust	The objective of these entities was to facilitateprevious BEE transactions the group entered into.These transactions have matured and the entitiesare in the process of being wound up. Any remainingcash will be distributed in terms of the rules ofthe schemes.	PPC Ltd allocated shares or made donations to thetrusts in terms of the previous BEE transactions.
Maitlantic 6060 (RF) (Pty)Ltd (Maitlantic 6060 SPV)	The purpose of this trust and SPV is to house thesecurity pool arrangements for the group (refer tonote 14 for further details).	PPC Cement SA (Pty) Ltd made a donation ofR100 to the Trust to finance the acquisition of all theshares in the SPV.
Maitlantic 6060 OwnerTrust

for the year ended 31 March 2022

36. GOING CONCERN ASSESSMENT

Introduction

In determining the appropriate basis of preparation of the annual financial statements, the directors are required to consider whether the group can continue as a going concern for the foreseeable future.

The directors' assessment of going concern has focused on three principal areas, namely:

1. The sustainability, or viability, of the group, or its ability to continue trading as a going concern. The assessment has included, inter alia, current trading trends, basis of budget preparation and key assumptions underpinning the forecasts and the impact of stress testing on such forecasts
1. The solvency of the group: whether the fair value of assets exceeds the fair value of liabilities, including any contingent assets and liabilities to the extent applicable and likewise the ability to settle all debts as they fall due until at least 30 June 2023
1. The liquidity of the group for the next 12 months and beyond, considering whether the group has sufficient liquidity and headroom (the level of unutilised but available facilities) up to 31 July 2023.

Group restructuring and refinancing project

During the financial year under review, certain identified non-core assets were successfully sold and the South African balance sheet de-geared to acceptable levels. The South African debt facilities were also renegotiated to reduce the cost of debt and to ensure an optimal mix of the tenure of the long-term facilities.

Solvency was restored to PPC Barnet's balance sheet through the capitalisation of quasi-equity and historical deficiency funding loans and subsequent to the year-end the debt restructuring became effective thereby restoring liquidity to the business. With effect from 31 March 2021, there is no recourse to PPC Ltd.

More detail on each of the above items is presented below.

Sale of non-core assets

Successful conclusion of the sale of PPC Lime

A key condition of the non-binding term sheets entered into with the SA primary lenders on 27 September 2021 was the completion of the PPC Lime disposal before 31 October 2021 in order for the obligation to undertake an equity capital raise to be removed. As disclosed in the unaudited consolidated financial statements for the six months ended 30 September 2021 (interim financials), this transaction successfully completed on 29 October 2021 for an adjusted purchase price of R475,9 million after an agreed adjustment for net working capital. Payment of R25,1 million of the purchase price was deferred to 31 March 2022, with the balance of the purchase price received on 29 October 2021.

A further addendum was entered into to provide for the deferred purchase price to be payable on 25 April 2022, which payment was duly received on that date. Refer to note 8 for further information on other adjustments to the net profit on disposal of subsidiaries.

Sale of Botswana Aggregates

As disclosed in the interim financials, PPC entered into a binding agreement for the sale of 100% of the shares in PPC AQB to a construction and mining company in Botswana. The amount received by PPC Botswana pursuant to this transaction was BWP45,5 million. PPC Botswana subsequently declared a dividend to PPC of BWP45 million (R60,5 million) in December 2021 which was applied to further de-gear PPC's South African balance sheet.

Binding agreements with South African lenders

Further to the non-binding term sheets entered into with the SA primary lenders on 27 September 2021, PPC and the SA primary lenders entered into binding long-form agreements, which became unconditional on 15 December 2021 (new facilities) and were utilised to settle the then existing old facilities in full.

The new facilities provide for:

R550 million of short-term banking facilities until 15 December 2022, renewable subject to review by the SA primary lenders. Given the security package for the new facilities and the headroom available on these facilities, management and the board are confident that the short-term facilities will be renewed
R1,5 billion of long-term facilities with facility settlement dates as set out below.

QuantumRm	Settlementdate
400	15 Dec 24
500	15 Dec 25
600	30 Sept 26(a)
1 500

(a) This facility is a term loan with the capital repayable in eight monthly instalments (of R75 million each) commencing in March 2023 and ending in September 2026.

for the year ended 31 March 2022

36. GOING CONCERN ASSESSMENT continued

Binding agreements with South African lenders continued The facilities as at 31 March 2022 are shown in the table below:

	31 March2022Rm	31 March2021Rm
Short-term facilities
Available	550	625
Utilised	205	309
Unutilised	345	316
% headroom	63	51
Long-term facilities
Available	1 500	1 850
Utilised	1 000	1 700
Unutilised	500	150
% headroom	33	8
Total facilities
Available	2 050	2 475
Utilised	1 205	2 009
Unutilised	845	466
% headroom	41	19

The financial covenants relating to the South African facilities are set out in the table below:

Covenant	31 March 2022to15 June 2023	Thereafter
Obligor Interest Cover	>4.0x	>3.0x
Obligor Gross Debt to EBITDA	< 2.5x	<2.00x
Group Gross Debt to EBITDA	<2.5x	<2.5x

At 31 March 2022 all financial covenants were met and forecasts indicate that covenants will continue to be met for the foreseeable future.

The new facilities provide adequate liquidity headroom and management forecasts indicate continuing headroom across total facilities for the foreseeable future.

36. GOING CONCERN ASSESSMENT continued

International operations

DRC

The binding settlement agreement entered into on 31 March 2021 with the DRC lenders terminated PPC's obligations to make further deficiency payments to PPC Barnet. Furthermore, the DRC lenders gave notice to PPC to capitalise its quasi-equity and deficiency loans by 27 December 2021 to restore solvency to PPC Barnet's balance sheet. This was duly effected early in December 2021 and solvency for the PPC Barnet balance sheet has therefore been restored.

In addition, subsequent to the year-end, the conditions precedent for the final binding debt restructuring agreements became unconditional and the formal restructuring of the debt was effective on 29 April 2022. Accordingly, liquidity has also been restored.

PPC Barnet is a going concern on a standalone basis and there is no funding required from PPC Ltd or elsewhere within the group.

Zimbabwe

Despite continuing to operate in a challenging hyperinflationary economy, PPC Zimbabwe generates cash surpluses and operates as a going concern, with no compromises or payment plans required. The RBZ met the final debt repayment on a third-party loan in December 2021 and as such PPC Zimbabwe currently has no short or long-term debt. The cash flow forecasts reflect a minimum cash balance in excess of US$12 million, before dividends, over the period to June 2023.

PPC Zimbabwe is a going concern on a standalone basis and there is no funding required from PPC Ltd or elsewhere within the group.

Rwanda (CIMERWA)

CIMERWA continues to trade as a going concern with no expected cash shortfalls in the next 12 months and beyond. A minimum cash balance in excess of US$17 million is forecast over the period to June 2023.

CIMERWA no longer has any exposure to US dollar debt as all of its debt was converted to RWF in March 2022 at more competitive interest rates.

In rand equivalent, CIMERWA has R377 million (RWF26,5 million) of debt at 31 March 2022 and R221 million (RWF15,6 million) in cash. Debt will be serviced and repaid from current cash holdings and future operational cash flows.

CIMERWA's debt covenants are summarised below. At 31 March 2022 both financial covenants were met and forecasts indicate that they will continue to be met for the foreseeable future.

Covenant	Required
Net debt to EBITDA	<3.0x
Interest cover ratio	>1.5x

CIMERWA is a going concern on a standalone basis and there is no funding required from PPC Ltd or elsewhere within the group.

Ethiopia (Habesha)

Habesha is an associate of PPC Ltd and is technically insolvent. PPC Ltd has no obligation to support the business nor invest further capital. Subsequent to 31 March 2022, PPC entered into an agreement to sell is shareholding in Habesha (refer to note 33).

Group solvency

On a consolidated basis, the fair value of assets exceeds the fair value of liabilities for the group, with total carrying value of assets at R12,4 billion (excluding discontinued operations), compared to total (lender) debt of R1,6 billion (excluding discontinued operations) and total balance sheet liabilities of R4,8 billion (excluding discontinued operations).

The aforementioned is subsequent to detailed impairment testing of PPC's CGUs (refer to note 21).

for the year ended 31 March 2022

36. GOING CONCERN ASSESSMENT continued

Operational performance in line with cash flow forecasts

PPC Ltd consistently utilises a detailed liquidity model in its liquidity forecasting. This model and the reasonableness of assumptions contained therein have been reviewed and tested internally, as well as by external consultants and the various lender groups. The forecasts run through this model demonstrate adequate headroom as described previously, which addresses the risk of the forecasts not being achieved.

Overall, for the year ended 31 March 2022, the PPC group exceeded its budgets for volumes and revenues. Cash fixed and variable costs exceeded a very tight budget, but were contained at a 5% increase on cash costs for FY21. The forecasts for FY23 and FY24 financial years remain conservative and do not factor in any upside that could come from localisation initiatives or increased government infrastructure spend.

Conclusion

Financial plans and forecasts inherently include uncertainty and any significant deviations in the assumptions made may cast doubt on the group's ability to continue as a going concern and its ability to realise assets and discharge liabilities in the normal course of business.

The directors have considered the financial plans and forecasts in detail, including sensitivity analyses based on various adverse scenarios, and based on the information available to them, are of the opinion that the going concern assumption is appropriate in the preparation of the financial statements.

COMPANY STATEMENT OF FINANCIAL POSITION

for the year ended 31 March 2022

	Notes	March2022Rm	ReclassifiedMarch2021Rm
ASSETS
Non-current assets		6 506	6 538
Finance lease receivable	2.1, 22	2	4
Investments in subsidiaries	3.1	4 393	4 393
Financial assets(a)	3.2	22	10
Other non-current assets(a)	3.3	32	50
Amounts owing by subsidiaries	3.4, 22	2 057	2 081
Current assets		338	240
Other receivables	4	114	3
Amounts owing by subsidiaries	3.5, 22	204	218
Taxation receivable		18	17
Finance lease receivable	2.1, 22	2	2
Total assets		6 844	6 778
EQUITY AND LIABILITIES
Capital and reserves
Stated capital	5	5 117	5 138
Other reserves(b)		(706)	(733)
Retained profit		1 982	1 952
Total equity		6 393	6 357
Non-current liabilities		9	15
Deferred taxation liability	6	7	11
Lease liabilities	2.2	2	4
Current liabilities		442	406
Provisions	7	–	18
Trade and other payables	8	90	67
Lease liabilities	2.2	2	2
Amounts owing to subsidiaries	22	350	319
Total equity and liabilities		6 844	6 778

(a) Cell captive investment has been reclassified from other current assets to financial assets for enhanced disclosure.

(b) Refer to Statement of Changes in Equity for details of other reserves.

COMPANY STATEMENT OF PROFIT OR LOSS

for the year ended 31 March 2022

	Notes	March2022Rm	Restated(a)March2021Rm
Revenue	9	271	132
Movement in expected credit losses on financial assets		32	(702)
Administration and other operating expenditure		(121)	(172)
Operating profit/(loss)		182	(742)
Fair value and foreign exchange losses	12	(1)	(206)
Fair value loss on Zimbabwe blocked funds	3.3, 12	(18)	(17)
Finance costs	13	(103)	(55)
Investment income	14	3	65
Profit/(loss) before impairments and taxation		63	(955)
(Impairment)/Impairment reversal	15	(25)	420
Profit/(loss) before taxation		38	(535)
Taxation	16	(13)	64
Profit/(loss) for the year		25	(471)

(a) Refer to note 1.4 for details regarding the prior period restatement.

COMPANY STATEMENT OF OTHER COMPREHENSIVE INCOME

for the year ended 31 March 2022

	Movementin financialassetsRm	RetainedprofitRm	Totalcomprehensiveincome/(loss)Rm
2022
Profit for the year	–	25	25
Items that will be reclassified to profit or loss	1	–	1
Remeasurement of financial assets(a)	1	–	1
Total comprehensive profit	1	25	26
2021
Loss for the year	–	(471)	(471)
Items that will be reclassified to profit or loss	(2)	–	(2)
Remeasurement of financial assets	(3)	–	(3)
Taxation impact on remeasurement of financial assets	1	–	1
Other comprehensive loss net of taxation	(2)	(471)	(473)
Total comprehensive loss	(2)	(471)	(473)

(a) Revaluation of financial assets has a tax impact of R0,2 million (2021: R0,6 million).

COMPANY STATEMENT OF CHANGES IN EQUITY

for the year ended 31 March 2022

			Other reserves
	Statedcapital	Movementin financialassets	Equitycompensationreserve	Putoptions	Total otherreserves	Retainedprofit	Total
2022
Balance at the beginning of the year	5 138	203	(513)	(423)	(733)	1 952	6 357
Movement for the year	(21)	1	26	–	27	30	36
IFRS 2 charges	–	–	36	–	36	–	36
Total comprehensive profit	–	1	–	–	1	25	26
Transfer resulting from shares forfeited(a)	–	–	(10)	–	(10)	5	(5)
Shares purchased in terms of the shareincentive scheme	(21)	–	–	–	–	–	(21)
Balance at the end of the year	5 117	204	(487)	(423)	(706)	1 982	6 393
2021
Balance at the beginning of the year	5 138	205	(513)	(423)	(731)	2 416	6 823
Movement for the year	–	(2)	–	–	(2)	(464)	(466)
IFRS 2 charges	–	–	21	–	21	–	21
Total comprehensive loss	–	(2)	–	–	(2)	(471)	(473)
Transfer resulting from shares forfeited(a)	–	–	(21)	–	(21)	7	(14)
Balance at the end of the year	5 138	203	(513)	(423)	(733)	1 952	6 357

(a) This includes amounts related to the company's directors and management transferred to retained profit and amounts transferred to group entities on intercompany loan account.

COMPANY STATEMENT OF CASH FLOWS

for the year ended 31 March 2022

NotesRmRmCASH FLOWS FROM OPERATING ACTIVITIESCash utilised in operationsProfit/(loss) before impairments63(955)Adjustments for:IFRS 2 charges85Fair value and foreign exchange movements122061Fair value loss on Zimbabwe blocked funds121817ECL on Zimbabwe money market account–(6)ECL on BEE loans(32)702Finance costs1355103Dividends received from subsidiary companies(18)(101)Group fees from subsidiaries22(26)(8)Interest received from subsidiary companies included in revenue22(10)(19)Investment income14(3)(65)Operating cash flows before movements in working capital104(169)Movement in other receivables6(111)Movement in trade and other payables3040Cash utilised in operations23(123)Finance costs paid17(2)(9)Taxation paid19–(22)Net cash inflow/(outflow) from operating activities21(154)CASH FLOWS FROM INVESTING ACTIVITIESInvestment in Zimbabwe blocked funds account(8)–Movement in DRC deficiency loan–(313)Amounts advanced to group companies36398Net cash inflow from investing activities3677Net cash inflow/(outflow) before financing activities57(77)CASH FLOWS FROM FINANCING ACTIVITIESLease repayments2.2(30)(3)Amounts (paid)/received from group companies(33)105Purchase of shares in terms of the share incentive scheme(21)–Net cash (outflow)/inflow from financing activities(57)75Net movement in cash and cash equivalents–(2)Cash and cash equivalents at the beginning of the year–2Cash and cash equivalents at the end of the year––		March2022	Restated(a)March2021

(a) Refer to note 1.4 for details regarding the prior period restatement.

NOTES TO THE COMPANY FINANCIAL STATEMENTS

for the year ended 31 March 2022

1. BASIS OF PREPARATION

The financial statements of PPC Ltd are prepared in accordance with the IFRS issued by the IASB, interpretations issued by the IFRS Interpretations Committee (IFRIC), and in compliance with the SAICA Financial Reporting Guides issued by Accounting Practices Committee (APC) and Financial Reporting Pronouncements as issued by the Financial Reporting Standards Council (FRSC), and the Companies Act. The financial statements have been prepared on the historical cost basis with the exception of certain financial instruments subsequently measured at fair value. The financial statements are prepared in South African rand, which is the parent company's presentation and functional currency. All financial information is presented in rand, unless otherwise stated.

The annual financial statements have been prepared under the supervision of B Berlin CA(SA), CFO of the company.

The accounting policies are consistent with the prior year, except where the company has adopted new or revised accounting standards, amendments and interpretations of those standards, which became effective during the year in review.

The following standards were adopted in the current year:

Standard, amendment or interpretation	Impact on the financial statements
IFRS 4 – Insurance contracts – interest rate benchmark reformphase 2	No significant impact on the company financial statements
IFRS 7 – Financial instruments: disclosures – interest rate benchmarkreform phase 2	No significant impact on the company financial statements
IFRS 9 – Financial instruments – interest rate benchmark reformphase 2	No significant impact on the company financial statements
IFRS 16 – Leases – interest rate benchmark reform phase 2	No significant impact on the company financial statements
IAS 39 – Financial instruments: recognition and measurement –interest rate benchmark reform phase 2	No significant impact on the company financial statements
COVID-19-related rent concessions (amendment to IFRS 16)	No significant impact on the company financial statements

It is the policy of PPC Ltd not to adopt new standards before they become effective. Refer to note 30 to the group annual financial statements for a list of standards and improvements in issue but not yet effective.

1.2 Accounting policies

In preparing these financial statements, all accounting policies are in compliance with IFRS.

1.3 Significant judgements made by management and sources of estimation uncertainty

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognised prospectively.

Judgements made by management in applying the accounting policies that could have a significant effect on the amounts recognised in the financial statements are disclosed in the respective notes.

The following are the critical judgements that the directors have made in the process of applying the company accounting policies and that have the most significant effect on the amounts recognised in the financial statements. Refer to the referenced notes below for the explanation of the noted area of judgement:

Financial assets, investments in subsidiaries and other non-current assets (note 3)
- Investments in subsidiaries
- Zimbabwe blocked funds
Investment in Old Mutual shares on Zimbabwe Stock Market
Amounts owing by subsidiaries
Fair value gain on DRC put option (note 12)
Put option liability
Leases (note 2)

for the year ended 31 March 2022

1. BASIS OF PREPARATION continued

1.4 Prior period restatements

Amounts due by subsidiaries, disclosed in current assets, are classified at amortised cost and are subject to the impairment requirements in IFRS 9 – Financial instruments and are assessed for expected credit losses. During the current year, PPC identified that expected credit losses and impairments in terms of IAS 36 – Impairments of assets were aggregated in the statement of profit or loss. PPC Ltd restated the statement of profit or loss by disaggregating the movement in expected credit losses and impairments. The restatement was applied retrospectively and had no impact on the loss in the prior year.

The impact of the restatement is set out below:

	March2021Rm
Company statement of profit or loss (extract)
Operating loss (as previously stated)	(40)
Movement in expected credit losses on financial assets	(702)
Operating loss (restated)	(742)
Loss before taxation (as previously stated)	(535)
Movement in expected credit losses on financial assets	(702)
Impairment reversal	702
Loss before taxation (restated)	(535)
Company statement of cash flows
Loss before impairments (as previously stated)	(253)
Movement in expected credit losses on financial assets	(702)
Loss before impairments (restated)	(955)
Operating cash flows before movements in working capital (as previously stated)	(169)
Movement in expected credit losses on financial assets (reallocation from impairments)	(702)
Movement in expected credit losses on financial assets – non-cash item	702
Operating cash flows before movements in working capital (restated)	(169)

2. LEASES

2.1 Finance lease receivable

Leases in which the company is a lessor are classified as finance leases or operating leases. If the lease transfers substantially all of the risks and rewards of ownership to the lessee, the lease is classified as a finance lease. All other leases are classified as operating leases.

A sublease, where the company is an intermediate lessor, is classified as a finance lease when it transfers substantially all of the risks and rewards of the right-of-use asset arising from the head lease.

Lease income under operating leases is recognised in the income statement on a straight-line basis over the lease term.

Amounts due from lessees under finance leases are recognised as a receivable discounted at the interest rate implicit in the lease. Finance lease income is recognised in the income statement over the lease term to produce a constant periodic rate of interest on the receivable.

The company has entered into a sublease agreement with PPC Group Services (Pty) Ltd, a subsidiary, to sublet its leased building. It transfers substantially all of the risks and rewards of right of use of the building and is classified as a finance lease.

The maturity analysis of the lease receivable, including undiscounted lease payments to be received, is as follows:

	March2022Rm	March2021Rm
Less than one year	3	2
One to five years	2	5
Total undiscounted lease payments receivable	5	7
Unearned finance income	(1)	(1)
Net investment in the lease	4	6
Non-current finance lease receivable	2	4
Current finance lease receivable	2	2
	4	6

for the year ended 31 March 2022

2. LEASES continued

2.2 Lease liabilities

The lease liability is initially measured at the present value of the remaining lease payments on the commencement date, discounted using the company's incremental borrowing rate. The lease liability is subsequently increased by interest cost on the lease liability and decreased by lease payments made. It is remeasured when there is a change in the future lease payments arising from a change in an index or rate.

The reassessment of the lease liability is applied to remeasure the lease liability if a significant event or a significant change in circumstances occurs that changes the lease payments.

Discount rate

The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, which is generally the case for leases in the company, the lessee's incremental borrowing rate is used, being the rate that the individual lessee would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and conditions. The lease liabilities were measured at the present value of the remaining lease payments, discounted using the incremental borrowing rate of the entity that is the counterparty to the lease contract, as at commencement date. This incremental borrowing rate was derived from the group's incremental borrowing rate.

	March2022Rm	March2021Rm
Net carrying value at the beginning of the year	6	45
Impact arising from modification of existing lease(a)	–	(11)
Lease payments made during the year(b)	(3)	(30)
Finance costs on lease liabilities	1	2
Net carrying value at the end of the year	4	6
Non-current lease liabilities	2	4
Current lease liabilities	2	2
	4	6
Maturity analysis – undiscounted contractual cash flows
Less than one year	3	2
One to five years	2	5
	5	7
Breakdown of lease payments
Fixed payments	4	6
Total payments	4	6
Amounts recognised in statement of profit or loss
Finance income sublease	(1)	(2)
Finance costs on lease liabilities	1	2
Net effect	–	–

(a) In the prior year a modification of the lease resulted in a R10 million gain recognised in profit or loss and R1 million as a modification to the right-of-use asset recognised by the sub-lessee. This modification in the company was recognised through the lease receivable balance.

(b) An upfront payment of R23 million was made in the prior year and was included in the lease payments.

for the year ended 31 March 2022

3. FINANCIAL ASSETS, INVESTMENTS IN SUBSIDIARIES AND OTHER NON-CURRENT ASSETS

3.1 Investments in subsidiaries

	March2022Rm	March2021Rm
Investments in subsidiaries
Investments in subsidiaries at the beginning of the year	4 393	3 834
Increase in investment in PPC International Holdings (Pty) Ltd resulting from discounting of loan
advances	–	139
Impairment of investments reversed (refer to note 15.1)	–	420
	4 393	4 393

The company elected to recognise its investments in subsidiaries at cost less accumulated impairment.

Impairment of investments

The valuation of the individual CGUs of the company's subsidiaries has been taken into account in assessing the underlying value of the investments. The value-in-use calculations were adjusted for debt and cash and compared to the carrying value of the investment. In the current year, no impairment or reversal of impairment has been recognised (2021: R420 million reversal of impairment) by the company. Refer to note 21 of the group annual financial statements for more detailed information regarding the various impairments recognised/ reversed at a CGU level and the methodology followed for determining the underlying enterprise value of each subsidiary.

3.2 Financial assets

	March2022Rm	ReclassifiedMarch2021Rm
Non-current financial assets at fair value through profit or loss
Cell captive investment(a)	19	7
Total non-current financial assets at fair value through profit or loss	19	7
Non-current financial assets at fair value through other comprehensive income
Investment in Old Mutual shares on the Zimbabwe Stock Market	3	3
Total non-current financial assets at fair value through other comprehensive income	3	3
Total financial assets	22	10

(a) The cell captive investment has been reclassified from other current assets to financial assets for enhanced disclosure.

Investment in insurance cell captive

Investment in Old Mutual shares on the Zimbabwe Stock Exchange

for the year ended 31 March 2022

3. FINANCIAL ASSETS, INVESTMENTS IN SUBSIDIARIES AND OTHER NON-CURRENT ASSETS continued

3.3 Other non-current assets at fair value through profit or loss

	March2022Rm	Reclassified(a)March2021Rm
Investment in Zimbabwe blocked funds
Blocked funds at the beginning of the year	50	59
Transfer from cash and cash equivalents	–	8
Foreign exchange loss on financial assets	(7)	(68)
Fair value adjustment on financial assets	(11)	51
	32	50

(a) The cell captive investment has been reclassified from other current assets to financial assets for enhanced disclosure.

Investment in Zimbabwe blocked funds

The net fair value loss on the Zimbabwe blocked funds of R18 million (2021: R17 million loss) comprises a decrease of the intrinsic value of R7 million (2021: R68 million decrease) and a credit risk fair value loss of R11 million (2021: R51 million gain).

for the year ended 31 March 2022

3. FINANCIAL ASSETS, INVESTMENTS IN SUBSIDIARIES AND OTHER NON-CURRENT ASSETS continued

3.4 Amounts owing by subsidiaries included in non-current assets

	March2022Rm	March2021Rm
PPC International Holdings (Pty) Ltd
Shareholders loan	2 082	2 081
Less: Impairment (refer to note 15.2)	(25)	–
Amounts owing by subsidiaries included in non-current assets	2 057	2 081

Amounts owing from PPC International Holdings (Pty) Ltd are unsecured, interest free and have no fixed date of repayment.

The shareholders loan is classified as a non-current asset because it has no fixed terms of repayment, management has no intention of calling the loan and accordingly it will not be settled within 12 months.

The valuation of the individual CGUs of the company's subsidiaries has been taken into account in assessing the underlying value of the investments and the impairment required on the equity loans. The value-in-use calculations were adjusted for debt and cash and compared to the carrying value of the investment. In the current year, an impairment of R25 million (2021: Rnil) has been recognised by the company. Refer to note 21 of the group annual financial statements for more detailed information regarding the various impairments recognised/reversed at a CGU level and the methodology followed for determining the underlying enterprise value of each subsidiary.

Impairment considerations

Judgements made by management and sources of estimation uncertainty

Due to the long-term nature of the shareholder loan, judgement is required in determining the recoverability and valuation of the loan. The balance is exposed to movements in exchange rates, changes in regulatory environments and the underlying equity value of the various investments in subsidiaries.

3.5 Amounts owing by subsidiaries included in current assets

	March2022Rm	March2021Rm
Amounts owing by subsidiaries	172	920
Expected credit losses reversed/(raised)	32	(702)
Amounts owing by subsidiaries included in current assets	204	218

The loans have no fixed terms of repayment, are unsecured and, where appropriate, interest is calculated using ruling market-related interest rates. The loans are classified as current as the company can demand repayment immediately.

Impairment considerations

Judgements made by management and sources of estimation uncertainty

The intercompany loan receivables are assessed for impairment in terms of IFRS 9 – Financial instruments which is based on the premise of providing for ECLs.

Management applies judgement in determining the ECLs. During the year an assessment of the recoverability of the BEE equity loans was conducted using the IFRS 9 ECL model, being the full lifetime ECL that result from all possible default events over the life of the financial instrument.

A reversal of ECL of R32 million (2021: R702 million raised) has been recognised in the current year.

for the year ended 31 March 2022

4. OTHER RECEIVABLES

	March2022Rm	March2021Rm
Interest receivable	–	1
VAT receivable	6	1
Dividend receivable	18	–
Prepayments	–	1
Other receivables(a)	90	–
	114	3

(a) Other receivables represent DRC restructuring costs to be refunded by DRC subsidiaries (refer to note 22).

No receivables have been pledged as security.

5. STATED CAPITAL

	March2022	March2021
	Shares	Shares
Authorised ordinary shares	10 000 000 000	10 000 000 000
Issued ordinary shares
Total shares in issue at the beginning of the year	1 593 114 301	1 593 114 301
Shares purchased in terms of the share incentive scheme	(4 084 644)	–
Shares repurchased and cancelled during the year(a)	(39 349 677)	–
Total shares in issue	1 549 679 980	1 593 114 301
Authorised preference shares	20 000 000	20 000 000
	Rm	Rm

Stated capitalBalance at the beginning of the year	5 138	5 138
Shares purchased in terms of the share incentive scheme	(21)	–
Balance at the end of the year	5 117	5 138
Unissued shares
Ordinary shares(a)	8 450 320 020	8 406 885 699
Preference shares	20 000 000	20 000 000

(a) The shares were repurchased at 1 cent per share.

Of the unissued ordinary shares at the end of the year, the directors have the authority until the next AGM to allot a maximum of 77 688 231 (2021: 79 655 715) shares subject to the provisions of the Companies Act and the JSE Listings Requirements.

for the year ended 31 March 2022

6. DEFERRED TAXATION

	March2022Rm	March2021Rm
Movement
Balance at the beginning of the year	(11)	(73)
Released to income statement	8	59
Charged to other comprehensive income	–	1
Prior year adjustments	(4)	2
Balance at the end of the year	(7)	(11)
Analysis of deferred taxation
Non-current assets	(70)	(75)
Current liabilities	2	4
Non-current liabilities	8	7
Taxation losses	53	53
Deferred taxation liability	(7)	(11)

Key judgements

Deferred taxation assets

Deferred taxation assets are recognised to the extent it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Future tax profits are estimated based on business plans, which include estimates and assumptions regarding economic growth, interest, inflation, tax rates and the competitive environment.

7. PROVISIONS

	March2022Rm	March2021Rm
Provision
Provision for success fee – advisers	–	18
	–	18
Movement in the provisions
Balance at the beginning of the year	18	–
Amounts added	–	18
Amounts utilised	(18)	–
Balance at the end of the year	–	18

The provision in the prior year related to management's estimates for success fees payable to advisers for the restructuring and refinancing project. All components of this project were substantially completed during the current financial year and known costs incurred but not paid at 31 March 2022 have been accrued for under trade payables and accruals (Refer to note 8).

for the year ended 31 March 2022

8. TRADE AND OTHER PAYABLES

	March2022Rm	March2021Rm
Trade payables and accruals	63	35
Unclaimed dividends(a)	11	11
Finance costs accrued	10	5
Trade and other financial payables	84	51
Payroll accruals	6	16
	90	67

(a) The unclaimed dividends have been disaggregated for enhanced disclosure. In the prior year the unclaimed dividends were included in trade payables and accruals.

Trade and other payables are payable within the normal trade terms of a 30-day to 60-day period.

No interest is payable on overdue payments.

9. REVENUE

	March2022Rm	March2021Rm
Royalty fee for use of mining rights	5	4
Dividend income	230	101
Management fee	26	8
Interest received from subsidiaries	10	19
	271	132

Revenue from contracts with customers

Revenue is recognised at the amount of the transaction price that is allocated to each performance obligation and this is determined at an amount that depicts the consideration to which the company expects to be entitled in exchange for transferring the goods and services promised to the customer.

Revenue includes royalty fees and management fees.

Royalty fee for use of mining rights

Revenue is recognised on the use of the PPC Ltd mining rights by PPC Cement SA (Pty) Ltd and PPC Aggregates Quarries (Pty) Ltd.

Management fee

Revenue is recognised when management services have been rendered to subsidiary companies.

Investment income

Investment income, which comprises dividend and interest income.

Dividend income

Dividend income is recognised when the right to receive payment is established.

Interest income

Interest income relates to interest earned on financial assets measured at amortised cost. Interest is recognised on a time proportionate basis, using the effective interest method and accrues in profit or loss.

for the year ended 31 March 2022

10. OPERATING PROFIT/(LOSS)

	March2022Rm	March2021Rm
Operating profit includes:
Auditors' remuneration	11	8
Professional fees relating to restructuring and refinancing project	44	40
Staff costs:
Equity-settled share incentive scheme charge (refer to note 11)	8	5
Employees' remuneration	19	36

11. SHARED-BASED PAYMENTS

Judgements made by management and sources of estimation uncertainty

Fair value used in calculating the amount to be expensed as a share-based payment is subject to a level of uncertainty. The company is required to calculate the fair value of the equity-settled instruments granted to employees in terms of the share option schemes, FSP and LTIP schemes.

11.1 Forfeitable share plan

The FSP, a long-term incentive, was introduced in 2011/12 to provide an incentive to deliver the group's strategy over the long term and to be a retention mechanism. Participants receive forfeitable shares for no consideration and will participate in dividends and shareholder rights from the grant date, but may only dispose of the shares after the vesting date. Vesting of the retention awards is generally subject to employment for a period of three years, and vesting of the performance awards is additionally subject to satisfaction of certain performance conditions; failing to meet these conditions the employee will forfeit the shares. The shares may then be sold by PPC and the net proceeds retained by the company. The performance conditions, that include both market and non-market-related conditions, are described in the remuneration report in the group integrated annual report.

The fair value of the incentive is determined based on PPC Ltd share price. No expected dividends nor any other feature of the shares is incorporated into the determination of fair value.

	Retentionawards
Date of grant	01/10/2019
Number of shares granted to
Directors	1 311 715
Management and prescribed officers	–
Average purchase price of shares acquired (R)	3,89
Estimated fair value per share at grant date (R)	3,89

On 1 October 2019, PPC granted 1 311 715 retention awards to a director. The vesting date is 1 October 2022.

for the year ended 31 March 2022

11. SHARED-BASED PAYMENTS continued

11.2 Long-term incentive plan

The performance conditions, that include both market and non-market-related conditions, are described in the remuneration report in the group integrated annual report.

LTIP award	Estimatednumber ofawards as at31 March 2022 –2022 scheme(a)	Actual numberof awards as at31 March 2022 –2021 scheme(b)	Estimatednumber ofawards as at31 March 2021 –2021 scheme(b)
Number of shares	2 435 162	4 229 908	5 689 165
Share price	4,25	3,93	2,40

(a) At 31 March 2022 management estimated that 100% of the performance conditions will be met and estimate that 2 435 162 shares will be awarded to participating employees. This estimate is based on the share price as at 31 March 2022 of R4,25 per share. (b) At 31 March 2021 management estimated that 100% of the performance conditions would be met and that 5 689 165 shares would be awarded, based on the share price at the

time of R2,40 per share. In July 2021 the performance conditions were measured and determined to be exceeded, resulting in 4 610 554 shares being awarded at an average price of R3,93 per share. Between the award date and 31 March 2022 380 645 shares were forfeited in terms of the rules of the scheme. The remaining 4 229 908 shares will become unconditional on 1 April 2024.

	2022Rm	2021Rm
The carrying amount of the LTIP in equity compensation reserve at year-end	14	5

12. FAIR VALUE AND FOREIGN EXCHANGE MOVEMENTS

	March2022Rm	March2021Rm
Loss on translation of foreign currency denominated monetary itemsForeign exchange loss on DRC deficiency loan	(1)–	(97)(109)
Fair value loss Zimbabwe blocked funds(a)	(1)(18)	(206)(17)
	(19)	(223)

(a) Refer to note 3.3 – non-current assets.

Put option liability

In 2015 PPC Ltd entered into a Put Option Agreement with the IFC in terms of which the latter can put its investment or part thereof in PPC Barnet to PPC Ltd. The put option may be exercised between 24 September 2021 and 24 September 2026 and under further specific circumstances detailed in the agreement.

Refer to note 15 of the group annual financial statements for further details.

for the year ended 31 March 2022

13. FINANCE COSTS

	March2022Rm	March2021Rm
Bank and other short-term borrowings	2	4
Finance costs before related party, other interest and effects of discounting	2	4
Subsidiary companies(a)	100	44
Interest paid on penalties	–	5
Finance costs of lease liability(b)	1	2
	103	55
(a) Refer to note 22 – related-party transactions.

(b) Refer to note 2 – leases.

14. INVESTMENT INCOME

	March2022Rm	March2021Rm
Interest on deposits and non-current assets	2	–
Finance income on DRC deficiency loan	–	63
Finance income on the sublease (a)	1	2
	3	65

(a) The finance income relates to the sublease of the Sandton office building to PPC Group Services (Pty) Ltd.

The interest received or receivable from financial institutions, South African Revenue Services and from PPC Group Services (Pty) Ltd is not considered to be revenue as it does not arise from the company's course of ordinary activities.

15. IMPAIRMENTS AND REVERSAL OF IMPAIRMENTS

		Notes	March2022Rm	Restated(a)March2021Rm
	Reversal of impairment of investments (refer to note 3)	15.1	–	(420)
	Impairment of intercompany loans (refer to note 3)	15.2	25	–
			25	(420)
15.1	Reversal of impairment of investments
	Investment in PPC South Africa Holdings (Pty) Ltd		–	(1 122)
	Investment in PPC Group Services (Pty) Ltd		–	(30)
	Investment in PPC International Holdings (Pty) Ltd		–	732
			–	(420)
15.2	Impairment of intercompany loans
	PPC International Holdings (Pty) Ltd		25	–
	(a) Refer to note 1.4 for details regarding the prior period restatement.

for the year ended 31 March 2022

16. TAXATION

Key judgement

Judgement is required in determining the estimate of the provision for income taxes at the reporting period. The company recognises provisions for taxation based on estimates of the taxes that are likely to become due. Where the final taxation outcome is different from the amounts that were initially recorded, such differences impact the income taxation and deferred taxation provisions in the period in which such determination is made.

	March2022Rm	March2021Rm
South African normal taxation
Current taxation	–	(9)
Prior year overprovision	–	(9)
Deferred taxation	(4)	(61)
Current year	(8)	(59)
Prior year overprovision	4	(2)
Withholding taxation	17	6
Total taxation charge/(credit)	13	(64)
	March2022%	March2021%
Reconciliation of taxation rate
Effective tax rate	34,2	12,0
Prior year taxation impact	(10,7)	(2,1)
Non-taxable income including dividends received included in revenue	168,0	(5,3)
Expenditure not deductible in terms of taxation legislation(a)	(97,1)	1,6
Deferred tax not recognised on impairments and ECLs	(4,1)	20,3
Expenses not in the production of income(b)	(25,0)	1,0
Deficiency loan interest	–	(3,3)
Transfer pricing adjustment	–	2,5

Fair value adjustment of financial assets 8,1 0,2 Change in tax rate (0,7) – Withholding taxation (44,7) 1,1 South African normal taxation rate 28,0 28,0

(a) Disallowed expenses includes interest, legal and consulting fees that are capital in nature. (b) Expenditure attributable to non-taxable dividend received.

17. FINANCE COSTS PAID

	March2022Rm	March2021Rm
Finance costs as per income statement charge (refer to note 13)	(103)	(55)
Subsidiary companies	100	44
Finance costs of lease liability	1	2
	(2)	(9)

for the year ended 31 March 2022

18. INVESTMENT INCOME RECEIVED

	March2022Rm	March2021Rm
Interest on deposits and non-current assets (refer to note 14)	2	65
Finance income on DRC deficiency loan	–	(63)
SARS interest receivable	(1)	–
Finance income on sublease (refer to note 14)	(1)	(2)
	–	–

19. TAXATION PAID

	March2022Rm	March2021Rm
Net amounts receivable/(payable) at the beginning of the year	17	(14)
Credit/(charge) per income statement excluding deferred taxation (refer to note 16)	–	9
SARS interest receivable	1	–
Net amounts receivable at the end of the year	(18)	(17)
	–	(22)

20. CONTINGENT LIABILITIES

Contingent liabilities and guarantees

There were no contingent liabilities at year-end.

PPC Ltd, together with a number of its South African subsidiary companies, stand as guarantor on a joint and several basis for the facilities provided by the SA primary lenders: refer to note 14 and 36 of the group annual financial statements for more detail.

The total guarantees issued by the company, by means of a bank guarantee, in favour of various suppliers was R92 million (2021: R92 million). Included in this amount are financial guarantees for the environmental rehabilitation and decommissioning obligations of the group to the Department of Mineral Resources (DMR) amounting to R76 million (2021: R76 million).

21. FINANCIAL RISK MANAGEMENT

IFRS 9 – Financial instruments

The company's application of IFRS 9 – Financial instruments and the company's exposure to financial risks and how these risks could affect the company's future financial performance has been described below.

Financial assets – Classification and measurement

The company subsequently measures financial assets depending on whether these instruments are debt or equity instruments (from an issuer's perspective).

Debt instruments

Subsequent measurement of financial assets, that are considered to be debt instruments from an issuer's perspective, based on the company's (i) business model within which the financial assets are managed and (ii) the contractual cash flow characteristics of the financial assets (whether the cash flows represent solely payment of principal and interest). Financial assets are measured at amortised cost if they are held within a business model whose objective is to hold those assets for the purpose of collecting contractual cash flows and those cash flows comprise solely payments of principal and interest (hold to collect).

Financial assets are measured at fair value through other comprehensive income if they are held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets, and those contractual cash flows comprise solely payments of principal and interest (hold to collect and sell). Movements in the carrying amount of these financial assets should be taken through other comprehensive income, except for interest revenue and foreign exchange gains or losses, which are recognised in profit or loss. Where the financial asset is derecognised, the cumulative gain or loss previously recognised in other comprehensive income is reclassified from equity to profit or loss.

for the year ended 31 March 2022

21. FINANCIAL RISK MANAGEMENT continued

Equity instruments

The company subsequently measures all financial assets that are considered to be equity instruments from an issuer's perspective, at fair value. Where the company has elected to present fair value gains and losses on equity investments in other comprehensive income, there is no subsequent reclassification of fair value gains and losses to profit or loss following derecognition of the investment. Dividends from such investments continue to be recognised in profit or loss as other income when the company's right to receive payments is established.

Financial liabilities – classification and measurement

The company recognises instruments where it has a contractual obligation (i) to deliver cash or another financial asset to another entity; or (ii) to exchange financial assets or financial liabilities with another entity under conditions that are potentially unfavourable to the company, as financial liabilities. Financial liabilities are recognised once the company becomes a party to the contractual rights and obligations in the underlying contracts.

Under IFRS 9 – Financial instruments requirements, the company measures financial liabilities at either fair value or amortised cost. The company recognises all financial liabilities at amortised cost, unless the company is required to measure the financial liabilities at fair value or has opted to measure the liability at fair value.

Financial liabilities that are subsequently measured at amortised cost are measured at the amount recognised on initial recognition minus principal prepayments, plus the cumulative amortisation using the effective interest method. The movements in financial liabilities that are subsequently measured at fair value are recognised in profit or loss, with changes in the fair value of these financial liabilities that are attributable to the company's own credit risk recognised in other comprehensive income. Where these financial liabilities are derecognised, the cumulative gain or loss previously recognised in other comprehensive income is not reclassified from equity to profit or loss. However, it may be reclassified within equity.

Derecognition of financial assets

Derecognition of financial liabilities

Financial liabilities are classified as current liabilities unless the company has an unconditional right to defer settlement of the liability for at least 12 months after the reporting period.

Capital risk management

The company manages its capital to ensure it will continue as a going concern, while maximising the return to stakeholders through the optimisation of debt and equity. Refer to note 25 for a detailed explanation as to management's going concern considerations.

The capital structure of the company consists of lease liabilities (note 2.2), and equity attributable to PPC Ltd shareholders, comprising stated capital (note 5), reserves and retained profit. Refer to note 28 of the group financial statements for information on how capital is managed for the group.

The company's debt at statement of financial position date was as follows:

	2022Rm	2021Rm
Lease liabilitiesTotal equity	(4)6 393	(6)6 357
Total capital	6 389	6 351

Financial instruments – expected credit losses

IFRS 9 – Financial instruments requires impairments to be determined based on an ECL model for financial assets carried at amortised cost or fair value through other comprehensive income. The company recognises an allowance for either a 12-month or lifetime ECL, depending on whether there has been a significant increase in credit risk. The company measures the ECLs in a manner which reflects a probability-weighted outcome, the time value of money and the entity's best available forward looking information. The preceding probability-weighted outcome considers the possibility that a credit loss will occur and the possibility that no credit loss will occur, no matter how low the probability of credit loss occurrence might be. The ECL model applies to financial assets measured at amortised cost and fair value through other comprehensive income, lease receivables and certain loan commitments as well as financial guarantee contracts.

The company's financial instruments consist mainly of amounts owing by subsidiaries, other receivables and payables.

for the year ended 31 March 2022

21. FINANCIAL RISK MANAGEMENT continued

Fair values of financial assets and liabilities

The classification of financial assets and liabilities are set out below.

Notes	CarryingamountRm	Fair valueRm	AmortisedcostRm	CarryingamountRm	Fair valueRm	AmortisedcostRm


4	90	–	90	1	–	1

3.4	2 057	–	2 057	2 081	–	2 081

						218



						–

						–
						–


						319
8	84	–	84	51	–	51
	3.53.23.23.322	20431932350	31 March 2022–31932–	204–––350	2183750319	31 March 2021–3750–

Liquidity risk management

Liquidity risk is the risk of the company being unable to meet its payment obligations when they fall due. Refer to note 28 of the group financial statements for information on how liquidity is managed.

The following table details the company's remaining contractual maturity for its financial liabilities. The table has been prepared based on undiscounted cash flows at the earliest date on which the company can be required to pay. The amounts include interest accrued to the payment date.

	<1 yearRm	1 – 5 yearsRm	>5 yearsRm	TotalRm
2022
Amounts owing to group companies	350	–	–	350
Trade and other financial payables	90	–	–	90
Lease liability	3	2	–	5
	443	2	–	445
2021
Amounts owing to group companies	319	–	–	319
Trade and other financial payables	67	–	–	67
Lease liability	2	5	–	7
	388	5	–	393

for the year ended 31 March 2022

21. FINANCIAL RISK MANAGEMENT continued

Fair values of financial assets and liabilities continued

	March	March
	2022	2021
	Rm	Rm
Credit risk management
Maximum credit risk exposure	2 351	2 298

The analysis per credit rating level is assessed below. These ratings were obtained from Standard and Poor's and Moody's, and these relate only to cash and cash equivalents.

Country	Counterparty	Long-termratings	2022Ratingdefinitions	Long-termratings	2021Ratingdefinitions
South Africa	First National Bank/RandMerchant Bank	Ba2	Non-investment	Ba2	Non-investment
	Standard Bank	Ba2	Non-investment	Ba2	Non-investment
	Nedbank	Ba2	Non-investment	Ba2	Non-investment
Zimbabwe	Stanbic	Ba3	Non-investment	B2/NP	Highly speculative

Methods and assumptions used by the company in determining fair values

The estimated fair value of financial instruments is determined, at discrete points in time, by reference to the mid-price in an active market wherever possible. Where no such active market exists for the particular asset or liability, the company uses valuation techniques to arrive at fair value, including the use of prices obtained in recent arm's length transactions, discounted cash flow analysis and other valuation techniques commonly used by market participants.

The fair value of unlisted investment has been valued based on the purchase agreement following the decision to dispose of the investment, while unlisted collective investment is valued using the closing unit price at year-end. Investment in government bonds is valued using the discounted face value of the bills.

The fair value of intercompany loans receivable and payable is based on the market rates of the loan and the recoverability.

The fair values of cash and cash equivalents, other receivables and trade and other financial payables approximate the respective carrying amounts of these financial instruments because of the short period to maturity.

In 2015, PPC Ltd entered into a put option agreement with the IFC in terms of which the latter can put its investment or part thereof in PPC Barnet to PPC Ltd. The put option may be exercised between 24 September 2021 and 24 September 2026 and under further specific circumstances detailed in the agreement. The agreement provides for the determination of the option price by way of a formula as follows:

(EBITDA x earnings multiple) – net financial debt

The option is out of the money and reflected at a zero fair value since 31 March 2020.

If the key unobservable inputs to the valuation model, being EBITDA and net financial debt, were 10% higher or lower, while all the other variables were held constant, the fair value of the put option would still be Rnil.

Due to the valuation technique used in determining the fair value of the put option liability, management judgements and estimations have been applied. The fair value calculated is impacted by the future financial performance of the DRC, the EBITDA multiple applied, exchange rates and expected timing of when the option will be exercised.

for the year ended 31 March 2022

21. FINANCIAL RISK MANAGEMENT continued

	Valuation withreference to pricesquoted in an activemarketsLevel 1Rm	Valuation based onobservableinputsLevel 2Rm	Valuation based onunobservableinputsLevel 3Rm	TotalRm
2022
Financial and other non-current assets
At fair value through profit or loss
Investment in insurance cell captive	–	–	19	19
Zimbabwe blocked funds	–	–	32	32
At fair value through other comprehensive
incomeInvestment in Old Mutual shares on Zimbabwe
Stock Market	–	3	–	3
Net financial assets	–	3	51	54
2021
Financial and other non-current assets
At fair value through profit or loss
Investment in insurance cell captive(a)	–	–	7	7
Zimbabwe blocked funds	–	–	50	50
At fair value through other comprehensive
income
Investment in Old Mutual shares on Zimbabwe
Stock Market	–	3	–	3
Net financial assets	–	3	57	60

(a) Cell Captive has been reclassified to level 3 to align to the group annual financial statements.

Level 1 – Financial assets and liabilities that are valued accordingly to unadjusted market prices for similar assets and liabilities. Market prices in this instance are readily available and the price represents regularly occurring transactions, which have been concluded on an arm's length transaction.

Level 2 – Financial assets and liabilities are valued using observable inputs, other than the market prices noted in the level 1 methodology, and make reference to pricing of similar assets and liabilities in an active market or by utilising observable prices and market-related data.

Level 3 – Financial assets and liabilities that are valued using unobservable data, and require management's judgement in determining the fair value.

Movements in level 3 financial instruments

	2022Rm	2021Rm
Financial and other non-current assets (refer to note 3.2 and 3.3)(a)
Balance at the beginning of the year	57	59
Transfer from cash and cash equivalents	–	15
Fair value adjustment	5	(68)
Fair value adjustment – credit risk	(11)	51
Balance at the end of the year	51	57

(a) Cell captive has been reclassified to level 3 to align to the group annual financial statements.

Remeasurements are recorded as fair value adjustments through profit or loss.

for the year ended 31 March 2022

22. RELATED-PARTY TRANSACTIONS

	March	March
	2022Rm	2021Rm

Revenue – royalty fee for use of mining rights
PPC Cement SA (Pty) Ltd	5	44
Dividends received from	5
PPC Botswana (Pty) Ltd	125	29
PPC Zimbabwe Ltd	95	72
PPC Ntsika Fund (Pty) Ltd	10	–
Group Services rendered to/(from)	230	101
PPC Cement SA (Pty) Ltd	(5)	–
PPC Group Services (Pty) Ltd	31	8
	26	8
Interest paid to
PPC Cement SA (Pty) LtdPPC Group Services (Pty) Ltd	973	431
	100	44
Interest received from
PPC Cement SA (Pty) Ltd	1	1
PPC Group Services (Pty) Ltd (refer to note 2.1)PPC Lime Ltd	18	218
	10	21
PPC International Holdings (Pty) Ltd (refer investment income note 14)	–	63
	10	84
Other receivablePPC Barnet DRC Manufacturing Company SA	90	–
Amounts due by (non-current assets)
PPC International Holdings (Pty) Ltd– Shareholders loan	2 057	2 081
Amounts due excluding finance lease receivable	2 057	2 081
PPC Group Services (Pty) Ltd (refer to note 2.1)	2	4
	2 059	2 085
Amounts due by (current assets)
PPC Aggregate Quarries (Pty) LtdPPC Botswana (Pty) Ltd	809	78–
Pronto Building Materials (Pty) Ltd	10	11
Ulula Ash (Pty) Ltd	4	4
3Q Mahuma Aggregates and Concrete (Pty) LtdPPC Lime Ltd	7–	750
PPC Aggregate Quarries Botswana (Pty) Ltd	–	6
Kgale Quarries (Pty) Ltd	–	2
PPC Team Benefit Trust Funding SPV (Pty) LtdPPC Construction Industry Associations Trust Funding SPV (Pty) Ltd	3919	523
PPC Education Trust Funding SPV (Pty) Ltd	9	12
PPC Community Trust Funding SPV (Pty) Ltd	14	8
PPC Zimbabwe Ltd	13	11
PPC Barnet DRC Manufacturing Company SA	–	1
Amounts due excluding finance lease receivablePPC Group Services (Pty) Ltd (refer to note 2.1)	2042	2182
	206	220
Amounts due to (current liabilities)
PPC Cement SA (Pty) Ltd	(146)	(90)
PPC Ntsika Fund (Pty) LtdPPC Group Services (Pty) Ltd	–(198)	(1)(228)
PPC Barnet DRC Manufacturing Company SA	(6)	–
	(350)	(319)

Refer to note 29 of the group annual financial statements for directors' emoluments paid to directors of the company who are considered related parties.

Refer to note 3.4 and 3.5 for the terms of the amounts due to subsidiaries.

for the year ended 31 March 2022

23. EVENTS AFTER REPORTING DATE

Other than the events listed below, there have been no events after the reporting date that warrant disclosure in these annual financial statements.

Sale of PPC Lime

DRC restructuring

Zimbabwe Presidential Announcements

On exchange rate management, the government amended the willing-buyer-willing-seller (interbank market rate) foreign exchange system put in place on 1 April 2022 by:

Increasing the amount that an individual is permitted to purchase on this system to US$5 000 per day with a limit of US$10 000 per week
Permitting the pricing of goods and services in the market to be at the prevailing willing-buyer-willing-seller rate (interbank market rate) plus a margin of up to 10%

Following this review by the government, management, based on their interpretation of IAS 21 – The effects of foreign exchange rates, has concluded that this interbank market rate meets the requirements of a spot exchange rate since it is an exchange rate that is available for immediate delivery through a legal mechanism. Management has therefore discontinued the use of the auction exchange rate and adopted the interbank market rate for financial reporting purposes. Subsequent to the date of the announcement the auction rate has devalued to such an extent that at 30 May 2022 the rate of US$1:ZWL290,89 is almost equal to the interbank rate of US$1:ZWL299,68 and as such the impact of the change is not expected to be material to PPC.

Sale of Habesha

On 27 May 2022, PPC International Holdings, a wholly-owned subsidiary of PPC, entered into a definitive sale agreement to sell 100% of its stake in Habesha for US$900 000. The sale is subject to various conditions precedent customary in nature for a sale and purchase transaction of shares in Ethiopia.

Financial Assistance

On 14 June 2022, the board adopted a resolution to provide financial assistance in the amount of US$1,250,000 to PPC International Holdings a wholly-owned subsidiary of PPC, to settle certain costs relating to the DRC restructuring. The board is satisfied that immediately after providing the financial assistance, PPC will satisfy the solvency and liquidity test as contemplated in section 4 of the Companies Act.

for the year ended 31 March 2022

24. ADDITIONAL DISCLOSURE

Refer to the consolidated financial statements for additional disclosure on the following:

Description	Notes
Accounting policies	1.2
Share-based payments	18
Directors' remuneration and interest	29

25. GOING CONCERN

In determining the appropriate basis of preparation of the annual financial statements, the directors are required to consider whether the company can continue as a going concern for the foreseeable future.

The directors' assessment of going concern has focused on three principal areas, namely:

1. The sustainability, or viability, of the company, or its ability to continue trading as a going concern. The assessment has included, inter alia, current trading trends, basis of budget preparation and key assumptions underpinning the forecasts and the impact of stress testing on such forecasts
1. The solvency of the company: whether the fair value of assets exceeds the fair value of liabilities, including any contingent assets and liabilities to the extent applicable and likewise the ability to settle all debts as they fall due until at least 30 June 2023
1. The liquidity of the company for the next 12 months and beyond, considering whether the company has sufficient liquidity and headroom (the level of unutilised but available facilities) up to 30 June 2023.

The company forms part of the broader PPC group which operates a central treasury for the South African operations. In terms of these arrangements, PPC Cement SA is the only borrower in South Africa and funds the cash needs of the South African companies and all excess cash is swept to the central treasury account on a daily basis. The South African companies are jointly and severally liable for the facilities, the result of which is that the liquidity and going concern assessments of each South African entity is interlinked with the assessments of the group as a whole. A detailed assessment of the viability, solvency and liquidity is presented in note 36 of the 31 March 2022 audited consolidated group annual financial statements.

Company solvency

The company's balance sheet is technically solvent. The fair value of assets exceeds the fair value of liabilities for PPC Ltd, whereby the total fair value of assets is estimated at R6 844 million, compared to total balance sheet liabilities of R451 million.

Conclusion

As the company is a guarantor in the group's pooled funding arrangements, its liquidity and ability to continue as a going concern is affected by the group's ability to execute on the actions as stated in this note. The uncertainty articulated affecting the group therefore directly affects the company.

The directors have considered the financial plans and forecasts in detail, including sensitivity analyses based on various adverse scenarios, and based on the information available to them and are of the opinion that the going concern assumption is appropriate in the preparation of the financial statements.

The directors have therefore prepared the financial statements on a going concern basis.

PPC LTD SHAREHOLDER ANALYSIS

as at 31 March 2022

Company:	PPC Ltd
Register date:	1 April 2022
Issued share capital(a)	1 564 389 037

Shareholder spread	Number ofshareholdings	%	Number ofshares	%
1 – 1 000 shares	40 568	78,91	5 162 488	0,33
1 001 – 10 000 shares	7 213	14,03	26 351 390	1,68
10 001 – 100 000 shares	2 854	5,55	91 122 923	5,82
100 001 – 1 000 000 shares	606	1,18	188 947 076	12,08
1 000 001 shares and over	168	0,33	1 252 805 160	80,08
Totals	51 409	100,00	1 564 389 037	100,00

Distribution of shareholders	Number ofshareholdings	%	Number ofshares	%
American Depositary Receipts	1	0,00	663 068	0,04
Banks/brokers	125	0,24	176 748 179	11,30
Close corporations	109	0,21	11 911 599	0,76
Empowerment	11	0,02	26 425 184	1,69
Endowment funds	29	0,06	5 750 342	0,37
Individuals	49 449	96,19	207 490 442	13,26
Insurance companies	47	0,09	73 657 090	4,71
Investment companies	4	0,01	1 016 910	0,07
Medical schemes	23	0,04	9 837 431	0,63
Mutual funds	181	0,35	525 486 999	33,59
Other corporations	105	0,20	589 510	0,04
Private companies	332	0,65	52 256 183	3,34
Public companies	9	0,02	2 212 858	0,14
Retirement funds	250	0,49	418 450 177	26,75
Treasury shares	2	0,00	21 357 495	1,37
Trusts	732	1,42	30 535 570	1,95
Totals	51 409	100,00	1 564 389 037	100,00
	Number of		Number of

Public/non-public shareholders	shareholdings	%	shares	%
Non-public shareholders	21	0,04	280 156 888	17,91
Directors and prescribed officers of the company	3	0,01	232 374 209	14,85
Empowerment holdings	16	0,03	26 425 184	1,69
Treasury shares	2	0,00	21 357 495	1,37
Public shareholders	51 388	99,96	1 284 232 149	82,09
Totals	51 409	100,00	1 564 389 037	100,00

(a) This differs to note 5 in the company annual financial statements due to shares repurchased by PPC Ltd on 31 March 2022 and formally delisted after year-end.

ppc ltd shareholder analysis continued

as at 31 March 2022

Beneficial shareholders holding 3% or more	Number ofshares	%
Government Employees Pension Fund	167 059 142	10,68
Value Capital Partners H4 QI Hedge Fund	97 447 851	6,23
M&G Investments	95 529 275	6,11
Old Mutual	80 083 332	5,12
Sanlam	65 198 581	4,17
Eskom Pension & Provident Fund	60 107 177	3,84
Alexander Forbes Investments	52 531 967	3,36
Centaur Asset Management	47 198 068	3,02
Totals	665 155 393	42,52
Institutional shareholders holding 3% or more
Value Capital Partners*	228 023 208	14,58
M&G Investments	225 520 729	14,42
Public Investment Corporation	132 215 366	8,45
Sanlam Investment Management	104 698 674	6,69
Camissa Asset Management	62 228 859	3,98
Ninety One	60 890 148	3,89
Centaur Asset Management	54 344 068	3,47
Totals	867 921 052	55,48

* Value Capital Partners are investment advisers to third-party funds which have been aggregated and have an indirect interest in a fund.

CORPORATE INFORMATION

PPC Ltd

Incorporated in the Republic of South Africa Registration number: 1892/000667/06 JSE code: PPC ZSE code: PPC JSE ISIN: ZAE 000170049 (PPC or the company or the group)

Directors

PJ Moleketi (chairman), R van Wijnen* (CEO), AC Ball, B Berlin (CFO). N Gobodo, BM Hansen**, K Maphisa, NL Mkhondo, CH Naude,

MR Thompson
* Dutch
** Danish

Registered office

148 Katherine Street, Sandton, South Africa (PO Box 787416, Sandton, 2146, South Africa)

Transfer secretaries South Africa

Computershare Investor Services (Pty) Ltd Rosebank Towers, 15 Biermann Avenue, Rosebank Private Bag X9000, Saxonwold, 2132

Transfer secretaries Zimbabwe

Corpserve Registrars (Pvt) Ltd 2nd Floor, ZB Centre, corner 1st Street and Kwame Nkrumah Avenue, Harare, Zimbabwe (PO Box 2208, Harare, Zimbabwe)

Company secretary

KR Ross 148 Katherine Street, Sandton, South Africa (PO Box 787416, Sandton, 2146, South Africa)

Sponsor

Questco Corporate Advisory (Pty) Ltd Ground Floor, Block C, Investment Place, 10th Road Hyde Park, Johannesburg, 2196

FORWARD LOOKING STATEMENT

This report, including statements on the demand outlook, PPC's expansion projects and its capital resources and expenditure, contains certain forward looking views that are not historical facts and relate to other information which is based on forecasts of future results and estimates of amounts not yet determinable. By their nature, forward looking statements involve uncertainties and the risk that these forward looking statements will not be achieved. Although PPC believes the expectations reflected in these statements are reasonable, no assurance can be given that these expectations will prove correct. Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, outcomes could differ materially from those set out in the forward looking statements as a result of, among other factors, changes in economic and market conditions, success of business and operating initiatives, changes in the regulatory environment, other government action and business and operational risks.

Forward looking statements apply only as at the date on which they are made. PPC does not undertake to update or revise them, whether arising from new information, future events or otherwise. While PPC takes reasonable care to ensure the accuracy of information presented, it accepts no responsibility for any damages – be they consequential, indirect, special or incidental, whether foreseeable or unforeseeable – based on claims arising out of misrepresentation or negligence in connection with a forward looking statement. This report is not intended to contain any profit forecasts or profit estimates, and some information in this report may be unaudited.

PPC Ltd 148 Katherine Street (Cnr Grayston Drive) PPC Ltd 148 Katherine Street (Cnr Grayston Drive) Sandton, 2196 Johannesburg PPC Ltd 148 Katherine Street (Cnr Grayston Drive) Sandton, 2196 Johannesburg

Johannesburg www.ppc.africa

AI assistant

PPC LIMITED — AGM Information 2022

48790_rns_2022-07-27_d1caf42b-538c-4d66-a1e6-8b366b48f529.pdf

celebrating 130 years of unshakeable celebrating 130 years of unshakeable

CONTENTS

NOTICE OF ANNUAL GENERAL MEETING

PPC Ltd

NOTICE OF ANNUAL GENERAL MEETING continued

SALIENT DATES AND TIME

Notes:

Reports available online i

ORDINARY BUSINESS

SOCIAL AND ETHICS COMMITTEE REPORT

PRESENTATION OF ANNUAL FINANCIAL STATEMENTS

ORDINARY RESOLUTION NUMBER 1.1 TO 1.2 – ELECTION OF NEW DIRECTORS

Explanatory note

NOTICE OF ANNUAL GENERAL MEETING continued

Explanatory note

ORDINARY RESOLUTIONS NUMBER 2.1 TO 2.2 – RE-ELECTION OF RETIRING DIRECTORS

Explanatory note

ORDINARY RESOLUTIONS NUMBER 3.1 TO 3.3 – APPOINTMENT OF MEMBERS OF THE AUDIT, RISK AND COMPLIANCE COMMITTEE (ARCC)

Explanatory note

NOTICE OF ANNUAL GENERAL MEETING continued

ORDINARY RESOLUTION NUMBER 4 – APPOINTMENT OF EXTERNAL AUDITOR

Explanatory note

ORDINARY RESOLUTIONS NUMBER 5.1 AND 5.2 – NON-BINDING ADVISORY ENDORSEMENTS OF THE Company'S REMUNERATION POLICY AND REMUNERATION IMPLEMENTATION REPORT

Explanatory note

ORDINARY RESOLUTION NUMBER 6 – GENERAL AUTHORITY TO ISSUE SHARES FOR CASH

NOTICE OF ANNUAL GENERAL MEETING continued

Explanatory note

ORDINARY RESOLUTION NUMBER 7 – AUTHORITY TO IMPLEMENT RESOLUTIONS

SPECIAL BUSINESS

SPECIAL RESOLUTIONS NUMBER 1.1 AND 1.2 – FINANCIAL ASSISTANCE IN TERMS OF SECTIONS 44 AND 45

1.1 Financial assistance for subscription of securities in terms of section 44

Explanatory note

NOTICE OF ANNUAL GENERAL MEETING continued

1.2 Financial assistance in terms of section 45 to related and inter-related companies or corporations

Explanatory note

SPECIAL RESOLUTIONS NUMBER 2.1 TO 2.12 – PRE-APPROVAL OF REMUNERATION OF NEDS

Explanatory note

NOTICE OF ANNUAL GENERAL MEETING continued

SPECIAL RESOLUTION NUMBER 3 – GENERAL AUTHORITY TO REPURCHASE SHARES

Explanatory note

NOTICE OF ANNUAL GENERAL MEETING continued

FURTHER DISCLOSURES IN TERMS OF PARAGRAPH 11.26 OF THE JSE LISTINGS REQUIREMENTS

MATERIAL CHANGES

DIRECTORS' RESPONSIBILITY STATEMENT

VOTING AND PROXIES

Certificated shareholders

Dematerialised/uncertificated shareholders

Proxies

NOTICE OF ANNUAL GENERAL MEETING continued

Electronic participation by shareholders

ELECTRONIC PARTICIPATION IN THE AGM

APPLICATION FORM

ELECTRONIC PARTICIPATION IN THE AGM continued

APPLICATION FORM: ELECTRONIC PARTICIPATION IN THE AGM

TERMS AND CONDITIONS FOR PARTICIPATION IN THE AGM VIA ELECTRONIC MEANS

FORM OF PROXY

PPC Limited

FORM OF PROXY continued

SUMMARY OF THE RIGHTS OF A SHAREHOLDER

CURRICULA VITARUM

Phillip Jabulani Moleketi (65)

Roland van Wijnen (51)

Appointed October 2019

Brenda Berlin (57)

Anthony Charles Ball (63) Independent NED

Nonkululeko Gobodo (61)

Bjarne Moltke Hansen (60) Independent NED

Kunyalala Maphisa (47) Independent NED

Appointed February 2021

Noluvuyo Mkhondo (38) Independent NED

Appointed March 2018

Charles Naude (66)

Independent NED

Daniel Smith (50)

Independent NED

Areas of expertise and contribution: Investment banking and advisory, corporate finance,

Mark Richard Thompson (69)

PPC LIMITED AGM Information 2022