SANTOVA LIMITED — Annual Report 2021

Jun 24, 2021

ANNUAL FINANCIAL STATEMENTS

FOR THE YEAR ENDED 28 FEBRUARY 2021

TABLE OF CONTENTS

• Directors' Responsibility and Approval Statement
• CEO and CFO Responsibility Statement
• Compliance Statement by the Company Secretary
• Report of the Audit and Risk Committee
• Social and Ethics Committee Report
• Independent Auditors' Report
• Report of the Directors
• Statements of Financial Position
• Statements of Profit or Loss and Other Comprehensive Income
• Consolidated Statement of Changes in Equity
• Company Statement of Changes in Equity
• Statements of Cash Flows
• Group Segment Analysis
• Notes to the Financial Statements
• Corporate Information
• Corporate Structure

DIRECTORS' RESPONSIBILITY AND APPROVAL STATEMENT

for the year ended 28 February 2021

The directors of Santova Limited ("Santova") have the pleasure of presenting the consolidated and separate financial statements for the year ended 28 February 2021.

In terms of the Companies Act of South Africa (Act No. 71 of 2008) ("the Companies Act"), the directors are required to prepare the financial statements that fairly present the state of affairs and business of the Group and Company at the reporting date and of the financial performance for that reporting period. To achieve the highest standards of financial reporting, the consolidated and separate financial statements have been prepared in accordance with the International Financial Reporting Standards ("IFRS"), the interpretations adopted by the International Accounting Standards Board ("IASB"), the South African Institute of Chartered Accountants ("SAICA") Financial Reporting Guides as issued by the Accounting Practices Committee, and the Financial Reporting Pronouncements as issued by the Financial Reporting Standards Council ("FRSC"), the JSE Limited ("JSE") Listings Requirements, and in terms of the requirements of the Companies Act.

On the recommendation by the Audit and Risk Committee, the directors considered and are satisfied that the internal controls, systems and procedures in operation provide reasonable assurance that all assets are safeguarded, that transactions are properly executed and recorded, and that the possibility of material loss or misstatement is minimised. The directors are of the opinion that the consolidated and separate financial statements fairly present, in all material respects, the state of affairs and business of the Group and Company as at 28 February 2021 and of the profit for that reporting period.

The directors have reviewed the Group and Company's cash flow forecasts for the next 12 months from date of approval of the consolidated and separate financial statements and, in the light of this review, taking into account the impact of the COVID-19 pandemic and Santova's current financial position, they are satisfied that the Group and the Company have, or have access to, adequate resources to continue in operational existence for the foreseeable future. Accordingly, the financial statements have been prepared on a going concern basis.

The directors are not aware of any events after the reporting period that have a material impact on the Group and Company's cash flow forecasts for the next 12 months that have not already been incorporated into these forecasts.

The external auditors are responsible for independently examining and reporting on the financial statements and their report is presented on pages 9 to 12.

PREPARATION OF THE FINANCIAL STATEMENTS

The preparation of the consolidated and separate financial statements for the year ended 28 February 2021 has been supervised by the Group Financial Director of Santova, Mr RM Herselman, CA (SA).

APPROVAL OF THE FINANCIAL STATEMENTS

The consolidated and separate financial statements were approved by the Board of Directors ("Board") and were signed on their behalf by:

WA Lombard GH Gerber

Chairman Chief Executive Officer

Durban 17 May 2021

CEO AND CFO RESPONSIBILITY STATEMENT

for the year ended 28 February 2021

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

• (a) the annual financial statements set out on pages 15 to 77, fairly present in all material respects the financial position, financial performance and cash flows of the issuer in terms of IFRS;
• (b) no facts have been omitted or untrue statements made that would make the annual financial statements false or misleading;
• (c) internal financial controls have been put in place to ensure that material information relating to the issuer and its consolidated subsidiaries have been provided to effectively prepare the financial statements of the issuer; and
• (d) the internal financial controls are adequate and effective and can be relied upon in compiling the annual financial statements, having fulfilled our role and function within the combined assurance model pursuant to principle 15 of the King Code. Where we are not satisfied, we have disclosed to the audit committee 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.

GH Gerber RM Herselman

Chief Executive Officer Group Financial Director

Durban 17 May 2021

COMPLIANCE STATEMENT BY THE COMPANY SECRETARY

for the year ended 28 February 2021

The Company Secretary of Santova hereby certifies that in terms of section 88(2) of the Companies Act, the Company has filed all such returns and notices as are required of a public company with the Companies and Intellectual Property Commission of South Africa and that all such returns are true, correct and up to date in respect of the reporting period ended 28 February 2021.

JA Lupton, FCG Company Secretary

17 May 2021

REPORT OF THE AUDIT AND RISK COMMITTEE

We are pleased to present our report for the reporting period ended 28 February 2021.

In compiling this report cognisance has been given to the principles of the King IV™ Report on Corporate Governance for South Africa 2016 (King IV™) and the requirements of the Institute of Directors Southern Africa Principle 8.

ROLE AND RESPONSIBILITIES

The Audit and Risk Committee ("the Committee") is an independent statutory committee appointed by the shareholders and its statutory duties are set down in Section 94(7) of the Companies Act. The Board has delegated the monitoring of risk management to the Committee and this report covers all these duties and responsibilities.

AUDIT AND RISK COMMITTEE CHARTER

The Committee has adopted formal terms of reference contained in a Charter that has been approved by the Board, is reviewed annually, and updated as necessary. The Committee has conducted its affairs in compliance with its terms of reference and has discharged its responsibilities contained therein. The business of the Committee is set out in an annual Work Plan that is aligned to the Committee Charter. A copy of the Charter is available on the Company's website (www.santova.com).

COMPOSITION OF COMMITTEE AND ATTENDANCE

The membership of the Committee comprises three independent non-executive directors, one of whom, ESC Garner, is the Chairperson of the Committee. The Committee met four times during the reporting period and every Committee member attended all four meetings.

The Chief Executive Officer ("CEO") and Group Financial Director are permanent invitees to Committee meetings and the Group External Auditor attends by invitation when appropriate. The Group Legal Advisor presents a full legal and risk report at each meeting and the Chairperson of the Information Technology ("IT") Risk Management and Steering Committee, G Fourie, presents a report at each meeting.

GROUP EXTERNAL AUDITOR APPOINTMENT AND INDEPENDENCE

Moore Johannesburg Inc. ("Moore") (previously known as Moore Stephens Johannesburg) was the appointed external auditor during the reporting period, with Candice Whitefield acting as the designated audit partner for the reporting period ended 28 February 2021.

Moore:

• ✛ is independent of the Company, as required by Section 94(8) of the Companies Act and the guidance contained in King IV™;
• ✛ is formally accredited by the JSE;
• ✛ has no conflicts of interest and has sufficient audit resources to meet the Group's financial reporting timetable; and
• ✛ does not have any current or pending legal or disciplinary process being instituted by any professional body of which it is a member of regulator to which it is accountable.

The Committee is satisfied that Moore is independent of the Group and has demonstrated the requisite institutional knowledge, expertise and experience.

The Committee, in consultation with executive management, approved the terms and authorised the signing of the engagement letter, as well as the audit plan and budgeted audit fees for the 2021 reporting period.

The Committee approved a policy on non-audit services during the prior reporting period, and in line with that policy the Group External Auditor is not considered for non-audit services in South Africa. However, certain of the Group's foreign entities have their own independent external auditor and the Group External Auditor may provide such services to these subsidiaries.

During the reporting period, the Committee met with the Group External Auditor without management being present and met with management without the Group External Auditor being present. No matters of concern were raised by either the Group External Auditor or management at these meetings.

The Committee has nominated for re-election at the Annual General Meeting ("AGM"), Moore as the Group External Auditor and Candice Whitefield as the designated audit partner responsible for performing the functions of auditor for the 2022 reporting period.

FINANCIAL STATEMENTS AND ACCOUNTING PRACTICES

The Committee has reviewed the accounting policies and the financial statements for the Company and the Group for the year ended 28 February 2021 and is satisfied that they are appropriate and comply with the IFRS.

INTERNAL FINANCIAL CONTROLS

The Committee has overseen a process by which it has assured itself of the effectiveness of the Company's system of internal controls and risk management, including internal financial controls through assurance received from formal financial, legal, IT and customs' reports provided by management and external and internal assurance providers. Based on this assurance, the Committee made a recommendation to the Board for the Board to report thereon. The Board's report referring to the effectiveness of the system of internal controls is included in the Directors' Responsibility and Approval Statement on page 2 of the annual financial statements for the year ended 28 February 2021. The Committee supports the opinion of the Board in this regard.

DUTIES ASSIGNED BY THE BOARD

In addition to the statutory duties of the Committee as reported above, and in accordance with the requirements of the Companies Act, the Board has determined further functions for the Committee to perform, which are set out in the Committee's Charter. These functions include the following:

INTEGRATED REPORTING AND COMBINED ASSURANCE

The Committee fulfills an oversight role regarding the Company's Annual Integrated Report ("AIR") and and the reporting process.

The Committee considered the Company's sustainability information as disclosed in the AIR and has assessed its consistency with operational and other information known to the Committee members and for consistency with the financial statements. The Committee discussed the sustainability information as contained in the Social and Environmental Report with management. The Group's detailed Social and Environmental Report can be found on its website (www.santova.com).

SIGNIFICANT AREAS OF JUDGEMENT

In arriving at the amounts presented and disclosed in the financial statements there are areas where judgement, assumptions and estimates are required. These are outlined in note 1.3 to the financial statements.

In making an assessment in each of the identified areas, the Committee reviewed management's calculations, questioned their assumptions and ensured adequate disclosure had been made in the notes to the financial statements.

GOING CONCERN

The Committee has reviewed a documented assessment, including key assumptions, prepared by management, of the going concern status of the Company and the Group and has made recommendations to the Board. The Board's statement on the going concern status of the Company and the Group, as supported by the Committee, is included in the Directors' Responsibility and Approval Statement on page 2 of the annual financial statements for the year ended 28 February 2021.

The Board has assigned oversight of the Group's risk management function to the Committee. The Committee is assisted in this task by the internal Risk Management Committee and the IT Risk Management and Steering Committee, as well as the Social and Ethics Committee, where appropriate.

Further detailed information on the governance of risk, how the Group has adopted the recommended practices of King IV™ Principle 11, and members of the relevant sub-committees is included in the "Risk Management Report" on pages 32 to 35 of the 2021 AIR.

The Committee members are of the opinion that all material identified risks to the business are being well-managed by the management team.

INTERNAL AUDIT

The Company does not have an internal audit department as the Board does not believe that, at this stage in the Group's lifecycle, a fully-fledged independent internal audit function is justified.

Management, the Board and the Committee have taken responsibility for ensuring an appropriate internal control environment by properly identifying all material risks, both financial and other, and mitigating these through the implementation of appropriate controls and action plans.

Whilst there is not a specifically designated internal audit department, there are several specialised individuals, divisions and committees within the Group which review high risk areas on a continual basis. These include role players who are independent of the subsidiaries and business units that they review and audit. Furthermore, there is a specialised network of independent suppliers whose role assists in the audit of risk within the Group. In addition, appropriate members of the Group Executive Committee ("EXCO") team, during their visits to subsidiary companies, regularly review the internal. controls adopted at subsidiary level for both adequacy and effectiveness. These assurances are now documented and collated in an Internal Audit Evidence Index, which is reviewed by the Committee at every meeting.

The Committee oversees the adequacy and effectiveness of controls through a process of robust and regular feedback from management, including quarterly risk reports from the Group Financial Director, the Group Legal Advisor and the Chairperson of the IT Risk Management and Steering Committee. The external audit function, as well as other external assurances [auditing areas such as tax, customs, IT, training and development, quality assurance, Broad-based Black Economic Empowerment ("B-BBEE") and employment equity ("EE"), to name a few], also provide a degree of comfort in that certain controls are reviewed during these audits and any shortcomings identified are reported to the Committee. The Committee, together with management, ensures implementation of programmes for corrective action where necessary.

The Committee confirms that nothing has come to its attention that would indicate any material breakdown in the adequacy or effectiveness of the internal controls of the Group during the reporting period.

The Committee is satisfied that it has complied with its legal, regulatory, or other responsibilities.

EVALUATION OF THE EXPERTISE AND EXPERIENCE OF THE FINANCIAL DIRECTOR AND FINANCE FUNCTION

The Committee has satisfied itself that the Group Financial Director for the period under review and up to the date of this report, possessed the appropriate experience and expertise to meet his responsibilities in that position. The Committee has considered and has satisfied itself of the appropriateness of the expertise and adequacy of resources of the finance function and experience of the senior members of management responsible for the financial function.

APPROVAL OF ANNUAL INTEGRATED REPORT AND FINANCIAL STATEMENTS

The Committee reviewed the AIR and the financial statements for the year ended 28 February 2021 and recommended them to the Board for approval.

The Committee is satisfied that it has fulfilled its responsibility in accordance with its terms of reference for the year ended 28 February 2021.

ESC Garner

Chairman of the Audit and Risk Committee

17 May 2021

SOCIAL AND ETHICS COMMITTEE REPORT

We are pleased to present our report for the financial year ended 28 February 2021.

ROLES AND RESPONSIBILITIES

The Social and Ethics Committee ("the Committee") is a statutory committee of Santova, which performs Santova's statutory duties in terms of section 72(4), read with Regulation 43(5), of the Companies Act.

SOCIAL AND ETHICS COMMITTEE CHARTER

The Social and Ethics Committee has adopted formal terms of reference contained in a Charter that has been approved by the Board. The Charter contains duties set by the Board as well as those required in terms of statute. The Charter is reviewed and updated on an annual basis. The Committee's business is guided by a formal Work Plan which is aligned to the Charter and reviewed annually to ensure that during the year the Committee has fulfilled all of the responsibilities within its mandate. A copy of the Charter may be found on the Group's website (www.santova.com).

COMPOSITION AND DUTIES OF THE COMMITTEE

During the year under review, the Committee was comprised of three independent non-executive directors and the Group Legal Advisor. Collectively, they hold sufficient qualifications, skills and experience in the relevant areas to fulfill their duties. Further information on the Committee members, their qualifications and experience may be found on pages 26 and 27 of the 2021 AIR. The CEO is a permanent invitee to the Committee and attended all meetings

The Committee met twice during the financial year. There was 100% attendance by all members during the period.

Committee Members	July2020	October2020
EM Ngubo (Chairman)	•	•
ESC Garner	•	•
AKG Lewis	•	•
WA Lombard	•	•

PRIMARY AREAS OF ACTIVITY:

The overall function of the Committee is to assist the directors in discharging their responsibilities relating to the following primary areas:

DUTIES AND FUNCTIONS OF THE COMMITTEE

The duties of the Social and Ethics Committee are as follows:

	As an Advisory Committee	To refrain from performing any management functions or assuming anymanagement responsibilities.
ACT	As an Independent Committee	To play an objective oversight role on behalf of the entire Group.
MONITOR	The Group's activities in thePrimary Areas of Activity listedon the previous page	To ensure compliance by all regions and entities.
	The Committee	To monitor and review the Committee's own performance against its mandate setout in its Charter.
CONSIDER	Reports from Management	To provide assurance to the Committee that the relevant governance, controlsand risk management are in place for the Primary Areas of Activity on theprevious page.
	Legal and RegulatoryRequirements	To the extent that they are applicable to the duties of the Committee.
	The Group's Policyand Procedure	To certify compliance of the internal rules and procedures with the Primary Areasof Activity listed on the previous page and in the Committee's Charter.
REVIEW	New and Proposed Legislation	To monitor and enforce developments in laws and practices governing the PrimaryAreas of Activity listed on the previous page both locally and internationally.
	The Social and Ethics Register	To guide its assessment and interrogation of the Primary Areas of Activity and theoverall functioning of the Committee.
UTILISE	The Group's Culture and Values	To guarantee the respect and enforcement of the Group's Code of Ethics.
	With the Group Cultureand Values	To guarantee the respect and enforcement of the Group's Code of Ethics.
COMPLY	With King IV™ and otherrelevant Codes of Good Practice	To safeguard good governance and risk management of the functioningof the Committee.
	To the Board	To communicate and report on relevant matters within the Committee's mandateand to submit to an annual review by the Board.
REPORT	To the Shareholders	To report to the shareholders in terms of this formal report in the financialstatements and at the AGM.

SOCIAL AND ETHICS COMMITTEE REPORT continued

KEY FOCUS AREAS DURING THE PERIOD

The Committee focused on the following key areas in the period under review:

• ✛ Social and Ethics Register This is a summarised register of every element and sub-element making up the broad collection of laws, protocols and codes, referred to in Section 72(4) of the Companies Act read with Regulation 43(5)(a). In accordance with its duties, the Committee utilised the Social and Ethics Register to review its compliance.
• ✛ Committee Work Plan The Committee Work Plan was updated throughout the year to align with the latest needs and requirements of the Committee. This included a review of the reports to be provided to the Committee by management.
• ✛ Management Reporting The Committee received a comprehensive management report, presented by the Group Legal Advisor, at each meeting on all the matters related to the Primary Areas of Activity.
• ✛ Social and Environmental Report Further information on the Primary Areas of Activity within the Santova Group for the period under review may be found in the Social and Environmental Report on the Company's website (www.santova.com).
• ✛ Policy and Procedure The Committee continued its oversight and review of the Group's Policy and Procedure that are related to the Primary Areas of Activity. This was an area of notable development in the period under review with ten new policies being approved by the Committee and seven existing policies being reviewed as part of the Committee's mandate.
• ✛ 'Santova For You' Santova is committed to ensuring that there is a productive and rewarding working environment for its employees and has traditionally achieved this objective through the implementation of financial-based rewards and incentives. In order to support these objectives further, the Committee authorised the implementation, of an incentive-based programme called 'Santova For You'. This programme awards eligible employees, with a collection of non-permanent benefits of a predominantly non-financial nature, to motivate, uplift and enhance both employee careers and improve their overall working environment. The awards fit into the following three broad categories: Wellness, Culture, and Career. Examples include additional categories of special leave and formal length of service recognition incentives.

The Committee is satisfied that it has fulfilled its responsibility in accordance with its terms of reference set out in the Social and Ethics Charter for the year ended 28 February 2020.

EM Ngubo

Chairman of the Social and Ethics Committee

17 May 2021

INDEPENDENT AUDITORS' REPORT

INDEPENDENT AUDITORS' REPORT TO THE SHAREHOLDERS OF SANTOVA LIMITED

Report on the audit of the financial statements Opinion

We have audited the the consolidated and separate financial statements of Santova Limited (the Company and where applicable, the Group) set out on pages 15 to 77, which comprise the statement of financial position as at 28 February 2021, and the statement of profit or loss and other comprehensive income, statement of changes in equity and statement of cash flows for the year then ended, and notes to the consolidated and separate financial statements, including a summary of significant accounting policies and other explanatory information.

In our opinion, the consolidated and separate financial statements present fairly, in all material respects, the consolidated and separate financial position of Santova Limited as at 28 February 2021, and its consolidated and separate financial performance and consolidated and separate cash flows for the year then ended in accordance with the IFRS and the requirements of the Companies Act.

Basis for Opinion

We conducted our audit in accordance with the International Standards on Auditing ("ISAs"). Our responsibilities under those standards are further described in the Responsibilities of the auditors for the financial statements section of our report. We are independent of the 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 SA. We have fulfilled our other ethical responsibilities, as applicable, in accordance with the IRBA Codes and in accordance with other ethical requirements applicable to performing audits in SA. The IRBA Codes are consistent with the corresponding sections of the International Ethics Standards Board for Accountants' Code of Ethics for Professional Accountants and the International Ethics Standards Board for Accountants' International Code of Ethics for Professional Accountants (including International Independence Standards) respectively. 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 financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

INDEPENDENT AUDITORS' REPORTcontinued

Key Audit Matter Audit Response

Assessment of goodwill impairment and the related impairment of the investment in subsidiaries (refer to note 4)

Refer to the following notes to the financial statements:

• ✛ Note 1.3: Significant estimates and judgements.
• ✛ Note 4.3: Goodwill.

Judgement applied regarding the impairment of goodwill.

Due to the number of business combinations that the Group has historically entered into, the Group's net assets include a significant amount of goodwill at the reporting date. The goodwill relates to cash-generating units ("CGUs") that are significant to the Group's Statement of Financial Position as a whole and subject to potentially sensitive assumptions that could result in an impairment of relevant of relevant CGUs.

As required by IAS 36: Impairment of Assets (IAS 36), the directors conducted an annual impairment test on the goodwill balance to assess the recoverability of the carrying value of this goodwill. There is a potential risk that these businesses may not trade in line with expectations and forecasts, resulting in a potential impairment of the carrying amount of goodwill allocated to these businesses.

There are several key assumptions made in determining the inputs into the valuation model which include: future cash flow forecasts specifically for conflict markets where reliable economic data is not available, expense growth rates, operating margins, terminal value growth rates and discount rates (weighted average cost of capital).

As a result of the significant judgements, the valuation of this goodwill is considered to be a key audit matter.

We focused our testing with regards to the impairment of goodwill on the key assumptions made by management. Our audit procedures included, amongst others:

• ✛ Critically evaluated whether the model used by the management in calculating the value in use of the cash generating units complied with IAS 36 Impairment of Assets.
• ✛ Validated the assumptions used to calculate the discount rates and long-term growth rates.
• ✛ Analysed the future projected cash flows, with respect to the capital expenditure, earnings before interest, tax, depreciation and amortisation ("EBITDA") and working capital, used in the valuation model, to determine whether they are reasonable and supportable given the current economic climate and expected future performance of the performance of the CGU.
• ✛ Compared the growth rates used to historical data regarding economic growth rates included in the relevant relevant CGUs.
• ✛ Tested the inputs into the cash flow forecast against historical performance and in comparison, to the directors' strategic plans in respect of each CGU.
• ✛ Performed sensitivity analysis on the key assumptions.
• ✛ Compared the projected cash flows, including the assumptions relating to revenue growth rates, operating margins and commodity prices against historical performance in order to test the accuracy of management's projections.
• ✛ Assessed the related disclosure requirements relating to the calculation around the impairment of goodwill in terms of the IFRS.

Other Information

The directors are responsible for the other information. The other information comprises the Directors' Report, the Audit and Risk Committee's Report and the Social and Ethics Committee's Report as required by the Companies Act, which we obtained prior to the date of this report. Other information does not include the consolidated and separate financial statements and our auditors' report thereon. Our opinion on the financial statements does not cover the other information and we do not express an audit opinion or any form of assurance conclusion thereon.

Our opinion on the consolidated and separate financial statements does not cover the other information and we do not express an audit opinion or any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

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 the IFRS and the requirements of the Companies Act, and for such internal control as the directors determine is necessary to enable the preparation of 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 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 either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.

Responsibilities of the auditors for 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 auditors' 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 the 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 the ISAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

• ✛ Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls.
• ✛ 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 controls.
• ✛ 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 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 auditors' report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Group or company to cease to continue as a going concern.
• ✛ Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
• ✛ 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 controls that we identify during our audit.

INDEPENDENT AUDITORS' REPORTcontinued

We also provide the directors with a statement that we have complied with relevant ethical requirements regarding independence, and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

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 auditors' report unless laws 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 Moore Johannesburg Inc. have been the auditors of Santova Limited for three years.

Moore Johannesburg Inc. Registered Auditors

Per: CA Whitefield Partner Registered Auditor

17 May 2021 Johannesburg

50 Oxford Road Parktown Johannesburg 2193

REPORT OF THE DIRECTORS

for the year ended 28 February 2021

The directors have the pleasure of presenting their report for the year ended 28 February 2021, which forms part of the financial statements.

1. NATURE OF BUSINESS

The principal business of the Group is the supply of innovative, global logistics solutions for international and domestic clients, which entails taking responsibility for the entire supply chain, moving goods by sea, air, road and rail from supplier to consumer internationally. This includes the provision of other value-added services to clients such as supply chain analysis, procurement, express door-to-door courier services, financial services and IT systems.

2. GROUP RESULTS

The profit for the year attributable to owners of the Company amounted to R69 680 million (2020: R65 022 million), which resulted in basic earnings per share of 46,51 cents (2020: 40,77 cents).

The financial results of the Group, including its financial position, results of its operations for the period under review and detailed notes thereto, are set out in the financial statements on pages 15 to 77.

3. DIVIDENDS

The directors have declared that given the Group's continued focus on building value per share, the Group's cash resources are best applied by reinvesting in the business and therefore no dividend has been declared for the 2021 financial year.

4. SHARE CAPITAL

During the reporting period there were no changes to the authorised share capital of the Company.

The total issued shares in the Company at the reporting date amounted to 161 481 045 ordinary shares of no par value (2020: 161 361 045).

5. CONTROLLING AND MAJOR SHAREHOLDERS

At the reporting date the Company had 5 057 (2020: 4 546) shareholders. Controlling and major shareholders holding in excess of 3% of the Company's share capital are detailed on page 43 of the AIR.

6. EVENTS AFTER THE REPORTING DATE

There have been no material events after the reporting date to the date of this report.

7. SUBSIDIARY COMPANIES

Full details of the Company's subsidiaries and investments therein at the reporting date are included in note 5 of the financial statements.

8. SPECIAL RESOLUTIONS

The following special resolutions were passed by the Company and its subsidiaries during the reporting period:

Company

• ✛ Approval of non-executive directors' remuneration for 2020/2021: 31 July 2020;
• ✛ General authority to provide financial assistance in terms of Section 44 of the Companies Act: 31 July 2020;
• ✛ General authority to provide financial assistance in terms of Section 45 of the Companies Act: 31 July 2020; and
• ✛ General authority to buy own shares: 31 July 2020.

Subsidiary Companies

A general authority to provide financial assistance to related companies in terms of Section 45 of the Companies Act was passed by the following subsidiary companies on 18 May 2020:

• ✛ Santova International Holdings (Pty) Ltd
• ✛ Santova Logistics (Pty) Ltd
• ✛ Santova Corporate Services (Pty) Ltd
• ✛ Santova International Trade Solutions (Pty) Ltd

REPORT OF THE DIRECTORS continued

for the year ended 28 February 2021

9. DIRECTORS

The directors of the Company during the reporting period and at the date of this report were as follows:

Non-executive

✛ WA Lombard, Chairman

• ✛ ESC Garner
• ✛ EM Ngubo

Executive

✛ GH Gerber, Chief Executive Officer

• ✛ RM Herselman*, Group Financial Director*
• ✛ AL van Zyl

Details of the policy for the appointment of directors and a brief biography of each director are contained on pages 26 and 27 of the AIR.

10. DIRECTORS' INTERESTS

Details of the direct and indirect beneficial and non-beneficial interests of directors and prescribed officers of the Company and directors of its subsidiary companies in the share capital of the Company at 28 February 2021 are included on page 43 of the AIR. There have been no changes in the directors' interests from those reported at 28 February 2021 to the approval date of the financial statements.

11. COMPANY SECRETARY

The Secretary of the Company is JA Lupton, FCG, whose business and postal addresses are:

Highway Corporate Services (Pty) Limited

14 Hillcrest Office Park	PO Box 1319
2 Old Main Road	Hillcrest
Hillcrest	3650
3610	KwaZulu-Natal

12. SHARE REGISTRARS

The share registrar is Computershare Investor Services (Pty) Limited, whose business and postal addresses are:

Rosebank Towers	Private Bag X9000
15 Bierman Avenue	Saxonwold
Rosebank	Johannesburg
2196	2132

13. AUDITOR

Moore Johannesburg Inc. ("Moore") is the appointed auditor of the Company.

14. NUMBER OF EMPLOYEES

The number of permanent employees within the Group at 28 February 2021 was 259 (2020: 319).

15. COMPANIES ACT

The Company is in compliance in all material respects with the requirements of the Companies Act and operates in conformity with its Memorandum of Incorporation.

STATEMENTS OF FINANCIAL POSITION

		Group		Company
		2021	2020	2021	2020
	Notes	R'000	R'000	R'000	R'000
ASSETS
Non-current assets		403 015	398 359	136 046	135 448
Property, plant and equipment	2	27 752	28 573	-	1
Right-of-use ("ROU") assets	3	39 989	51 684	-	-
Intangible assets	4	312 177	297 176	991	1 238
Investments in subsidiaries	5	-	-	134 008	133 091
Investment in associate	6	1 342	-	-	-
Financial assets at fair value through profit or loss	7	7 558	9 158	-	-
Deferred tax assets	8	14 197	11 768	1 047	1 118
Current assets		915 760	771 822	31 509	35 963
Trade and other receivables	9	725 102	636 943	212	252
Current tax assets		179	335	30	30
Amounts owing by related parties	10	-	-	29 564	30 720
Financial assets at fair value through profit or loss	7	448	142	-	-
Cash and cash equivalents		190 031	134 402	1 703	4 961
Total assets		1 318 775	1 170 181	167 555	171 411
EQUITY AND LIABILITIES
Capital and reserves		619 040	564 533	131 700	130 780
Stated capital	11	221 096	220 995	221 096	220 995
Treasury shares		(48 095)	(15 649)	-	-
Equity-settled share-based payment reserve	26	8 607	7 741	8 607	7 741
Revaluation reserve		36	36	-	-
Foreign currency translation reserve		52 684	36 396	-	-
Retained earnings/(deficit)		384 613	314 948	(98 003)	(97 956)
Attributable to owners of the Company		618 941	564 467	131 700	130 780
Non-controlling interest		99	66	-	-
Non-current liabilities		43 350	67 195	984	1 096
Interest-bearing borrowings	12	12 810	17 170	-	-
Employee benefit obligations	13	984	1 096	984	1 096
Financial liabilities at fair value through profit or loss	7	857	16 390	-	-
Lease liabilities	14	27 966	31 965	-	-
Deferred tax liabilities	8	733	574	-	-
Current liabilities		656 385	538 453	34 871	39 535
Trade and other payables	15	391 354	237 506	234	257
Current tax liabilities		9 447	6 290	-	-
Interest-bearing borrowings	12	19 781	34 081	-	14 936
Amounts owing to related parties	16	285	294	34 637	24 342
Financial liabilities at fair value through profit or loss	7	19 482	19 910	-	-
Lease liabilities	14	14 512	22 269	-	-
Overdrafts and bank facilities	17	201 524	218 103	-	-
Total equity and liabilities		1 318 775	1 170 181	167 555	171 411

STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

for the year ended 28 February 2021

		Group		Company
	Notes	2021R'000	2020R'000	2021R'000	2020R'000
Gross billings	18	4 463 487	4 341 750	4 640	4 140
Revenue	18	434 612	397 278	4 640	4 140
Net interest income	18	7 582	16 548	-	-
Interest and financing fee income	21	21 135	35 056	-	-
Interest and financing fee expense	22	(13 553)	(18 508)	-	-
Revenue and net interest income	18	442 194	413 826	4 640	4 140
Other income		21 385	18 649	-	-
Depreciation and amortisation		(27 124)	(24 154)	(248)	(267)
Administrative expenses		(333 057)	(316 084)	(3 086)	(2 866)
Impairment loss on trade receivables	9	(6 182)	(2 381)	-	-
Operating profit	19	97 216	89 856	1 306	1 007
Finance income	21	110	226	-	3
Finance costs	22	(5 520)	(7 666)	(1 267)	(2 880)
Profit/(loss) before share of associate		91 806	82 416	39	(1 870)
companies' profit
Share of associate companies' profit after tax		96	-	-	-
Profit/(loss) before tax profit		91 902	82 416	39	(1 870)
Income tax expense	23	(22 184)	(17 424)	(71)	(48)
Profit/(loss) for the year		69 718	64 992	(32)	(1 918)
Attributable to:
Owners of the Company		69 680	65 022	(32)	(1 918)
Non-controlling interest		38	(30)	-	-
		69 718	64 992	(32)	(1 918)
Other comprehensive income for the yearItems that may be reclassified subsequently
to profit or loss- Exchange differences arising from translation		16 299	22 275	-	-
of foreign operationsItems that will not be reclassified subsequently
to profit or loss
- Remeasurements of post-retirement medicalaid benefit liability*		(15)	(53)	(15)	(53)
Total comprehensive income/(loss) for the year		86 002	87 214	(47)	(1 971)
Attributable to:
Owners of the Company		85 969	87 235	(47)	(1 971)
Non-controlling interest		33	(21)	-	-
		86 002	87 214	(47)	(1 971)
Basic earnings per share (cents)	24	46,51	40,77
Diluted basic earnings per share (cents)	24	45,92	40,31

*Net of tax. Refer to note 8 for tax effects.

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

	StatedcapitalR'000	TreasurysharesR'000	Equitysettledshare-basedpaymentreserveR'000	RevaluationreserveR'000	ForeigncurrencytranslationreserveR'000	RetainedearningsR'000	Total equityattributableto ownersof theCompanyR'000	NoncontrollinginterestR'000	TotalequityR'000
Balance at28 February 2019	220 996	(3 197)	6 976	36	14 130	263 229	502 170	87	502 257
Adjustment oninitial applicationof IFRS 16,net of tax	-	-	-	-	-	(1 298)	(1 298)	-	(1 298)
Restated balance at1 March 2019	220 996	(3 197)	6 976	36	14 130	261 931	500 872	87	500 959
Profit for the year	-	-	-	-	-	65 022	65 022	(30)	64 992
Othercomprehensiveincome	-	-	-	-	22 266	(53)	22 213	9	22 222
Treasury sharesacquired	-	(12 452)	-	-	-	-	(12 452)	-	(12 452)
Equity-settledshare-basedpayment expense	-	-	765	-	-	-	765	-	765
Share issue costs	(1)	-	-	-	-	-	(1)	-	(1)
Dividends paid	-	-	-	-	-	(11 952)	(11 952)	-	(11 952)
Balance at29 February 2020	220 995	(15 649)	7 741	36	36 396	314 948	564 467	66	564 533
Profit for the year	-	-	-	-	-	69 680	69 680	38	69 718
Othercomprehensiveincome	-	-	-	-	16 288	(15)	16 273	(5)	16 268
Treasury sharesacquired	-	(32 446)	-	-	-	-	(32 446)	-	(32 446)
Equity-settledshare-basedpayment expense	-	-	917	-	-	-	917	-	917
Shares issuedunder share optionscheme	102	-	(51)	-	-	-	51	-	51
Share issue costs	(1)	-	-	-	-	-	(1)	-	(1)
Balance at28 February 2021	221 096	(48 095)	8 607	36	52 684	384 613	618 941	99	619 040

COMPANY STATEMENT OF CHANGES IN EQUITY

	StatedcapitalR'000	Equity-settledshare-basedpaymentreserveR'000	RetaineddeficitR'000	TotalR'000
Balance at 28 February 2019	220 996	6 976	(83 883)	144 089
Loss for the year	-	-	(1 918)	(1 918)
Other comprehensive income	-	-	(53)	(53)
Equity settled share-based payment expense chargedin subsidiaries	-	765	-	765
Share issue costs	(1)	-	-	(1)
Dividends paid to shareholders	-	-	(12 102)	(12 102)
Balance at 29 February 2020	220 995	7 741	(97 956)	130 780
Loss for the year	-	-	(32)	(32)
Other comprehensive income	-	-	(15)	(15)
Equity settled share-based payment expensecharged in subsidiaries	-	917	-	917
Shares issued under share option scheme	102	(51)	-	51
Share issue costs	(1)	-	-	(1)
Balance at 28 February 2021	221 096	8 607	(98 003)	131 700

STATEMENTS OF CASH FLOWS

		Group		Company
		2021	2020	2021	2020
	Notes	R'000	R'000	R'000	R'000
CASH FLOWS FROM OPERATING ACTIVITIES
Cash generated from operations	25.1	175 985	133 210	1 444	3 016
Finance income	21	110	226	-	3
Finance costs	22	(5 244)	(4 535)	(1 267)	(2 880)
Tax paid	25.2	(21 141)	(19 682)	-	-
Net cash from operating activities		149 710	109 219	177	139
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of plant and equipment	2	(1 939)	(2 959)	-	-
Acquisition and development of intangible assets	4	(4 459)	(5 497)	-	(23)
Proceeds on disposals of plant and equipment		72	83	-	-
Proceeds on disposal of financial asset		-	6 882	-	-
Funds repaid by related parties		-	-	1 156	16 092
Settlement of contingent consideration on business combination		(20 398)	(14 001)	-	-
Acquisition of subsidiaries and associates net of cash acquired	25.3	(835)	(13 260)	-	-
Net cash (used in)/from investing activities		(27 559)	(28 752)	1 156	16 069
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from interest-bearing borrowings		-	12 745	-	-
Repayment of interest-bearing borrowings		(19 694)	(10 636)	(14 936)	(9 749)
Payment of lease liabilities		(21 491)	(21 144)	-	-
Proceeds from issue of share capital		50	-	50	(1)
Treasury shares acquired		(32 446)	(12 452)	-	-
Related party loans raised		-	33	11 195	9 991
Related party loans repaid		(9)	-	(900)	-
Dividends paid	24	-	(11 952)	-	(12 102)
Net cash used in financing activities		(73 590)	(43 406)	(4 591)	(11 861)
Net increase/(decrease) in cash and cash equivalents		48 561	37 061	(3 258)	4 347
Effect of movements in exchange rates on cash held		7 057	7 540	-	-
Cash and cash equivalents at beginning of year		134 402	89 801	4 961	614
Cash and cash equivalents at end of year		190 020	134 402	1 703	4 961
Cash and cash equivalents are made up as follows:
Cash and cash equivalents		190 031	134 405	1 703	4 961
Less: Bank overdrafts	17	(11)	(3)	-	-
Cash and cash equivalents at end of year		190 020	134 402	1 703	4 961

GROUP SEGMENT ANALYSIS

for the year ended 28 February 2021

The Group has organised and recognised its segment information by business segment based on the primary source and nature of revenue and business risks. The location of Group logistics services entities is a key part of the business diversification strategy and is monitored alongside the three main business segments identified below. The Financial Services and Head Office segments are located only in SA and therefore no geographical segment has been deemed necessary. This is representative of the internal reporting provided to and used by the chief operating decision maker, namely the Group executive management committee ("EXCO") and senior management, to assess performance of its business units.

The Group has identified three reportable segments:

Logistics Services - which comprises the business units that generate revenue principally from the co-ordination and control over the forward and reverse movement of customer goods across the entire supply chain from source to destination and the provision of finance. The Group principally operates as an agent on behalf of its customers to arrange the transportation, storage and delivery of their goods.

Financial Services - which comprises the business units that generate revenue principally from short-term insurance commissions and fees earned primarily from marine, commercial and domestic asset insurance.

Head Office – which comprises the Group's investment holding companies and management service companies, which provide support services to all the Group's business units.

Through transacting with a widespread geographical and sectoral customer base, no single customer contributes more than 5% of total Group revenue.

REPORTABLE SEGMENTS	Logistics Services	Financial Services	Head Office	Group
2021	R'000	R'000	R'000	R'000
Gross billings	4 767 542	7 808	36 739	4 812 089
External	4 455 888	7 176	423	4 463 487
Internal	311 654	632	36 316	348 602
Revenue and net interest income	440 421	7 808	(6 035)	442 194
Depreciation and amortisation	(26 655)	(58)	(411)	(27 124)
Operating profit	92 169	3 003	2 044	97 216
Finance income	1 624	121	(1 635)	110
Finance costs	(2 487)	(176)	(2 857)	(5 520)
Share of associates profit after tax	96	-	-	96
Income tax expense	(20 270)	(1 524)	(390)	(22 184)
Profit/(loss) for the year	71 132	1 424	(2 838)	69 718
Capital expenditure	7 440	18	163	7 621
Total Segment assets	1 227 400	61 435	29 940	1 318 775
Segment assets excludinginvestment in associate	1 226 058	61 435	29 940	1 317 433
Investment in associate	1 342	-	-	1 342
Segment liabilities	760 603	31 993	(92 861)	699 735

GROUP SEGMENT ANALYSIS continued

	Logistics Services	Financial Services	Head Office	Group
REPORTABLE SEGMENTS	R'000	R'000	R'000	R'000
2020
Gross billings	4 497 203	8 571	34 012	4 539 786
External	4 333 602	7 787	361	4 341 750
Internal	163 601	784	33 651	198 036
Revenue and net interest income	411 863	8 571	(6 608)	413 826
Depreciation and amortisation	(23 670)	(67)	(417)	(24 154)
Operating profit	84 269	4 420	1 167	89 856
Finance income	1 109	772	(1 655)	226
Finance costs	(2 096)	-	(5 570)	(7 666)
Income tax expense	(17 022)	(613)	211	(17 424)
Profit/(loss) for the year	66 260	4 579	(5 847)	64 992
Capital expenditure	8 454	18	163	8 635
Segment assets	1 045 276	19 363	105 542	1 170 181
Segment liabilities	629 594	729	(24 675)	605 648

	LOGISTICS SERVICES
GEOGRAPHICAL INFORMATION	AfricaR'000	Asia PacificR'000	UnitedKingdomR'000	EuropeanR'000	TOTALR'000
2021
Gross billings	1 936 614	566 654	1 134 173	818 447	4 455 888
Revenue and net interest income	120 776	62 046	131 936	125 663	440 421
Operating profit	9 463	23 424	27 328	31 954	92 169
Profit for the year	6 519	19 344	22 520	22 749	71 132
Segment assets	544 275	160 926	286 316	235 883	1 227 400
Segment liabilities	325 228	94 288	170 040	171 047	760 603
2020
Gross billings	2 383 897	334 286	928 214	687 205	4 333 602
Revenue and net interest income	139 934	47 918	121 148	102 863	411 863
Operating profit	21 353	13 842	25 928	23 146	84 269
Profit for the year	14 094	11 337	22 031	18 798	66 260
Segment assets	518 886	94 506	260 851	171 033	1 045 276
Segment liabilities	308 115	46 152	153 737	121 590	629 594

NOTES TO THE FINANCIAL STATEMENTS

for the year ended 28 February 2021

1. ACCOUNTING POLICIES

Santova Limited ("the Company") is incorporated in South Africa ("SA") and listed on the Main Board of the JSE Limited ("JSE"). The principal activities of the Company and its subsidiaries ("the Group") are described on page 13 of the financial statements.

1.1. STATEMENT OF COMPLIANCE

The consolidated and separate financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS"), the South African Institute of Chartered Accountants' ("SAICA") Financial Reporting Guides as issued by the Accounting Practices Committee, the Financial Reporting Pronouncements as issued by the Financial Reporting Standards Council, the JSE Listing Requirements and the Companies Act of South Africa (Act No. 71 of 2008) ("the Companies Act").

The financial statements were authorised for issue by the Board of Directors ("Board") on 17 May 2021 and are subject to the approval of the shareholders at the annual general meeting ("AGM").

1.2 BASIS OF PREPARATION

The financial statements are prepared as a going concern on a historical cost basis except for financial instruments at fair value through profit or loss, land and buildings, and contingent consideration assumed in a business combination, which are stated at fair value, as applicable. The accounting policies are set out below and have been applied consistently to all periods presented in these financial statements.

The financial statements are presented in South African Rands ("ZAR"), which is the Company's functional currency. Amounts are rounded to the nearest thousand ("R'000"), except where another rounding measure has been indicated in the financial statements.

1.3 SIGNIFICANT ESTIMATES AND JUDGEMENTS

In preparing these financial statements, management has made judgements and estimates that affect the application of the Group's policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions are recognised prospectively

There are a number of areas where judgement is applied in the financial statements. The areas that have a significant risk of causing material adjustments to the carrying amounts of assets and liabilities within the next reporting period are as follows:

✛ lease term: whether the Group is reasonably certain to exercise extension options (refer to notes 3 and 14)

The exercise of extension options is considered on a case-by-case basis. The Group's preference is not to exercise extension options and instead to cancel the existing lease, enter into negotiations and enter into a new lease agreement.

Information about assumptions and estimation uncertainties at 28 February 2021 that have a significant risk of resulting in a material adjustment to the carrying amounts of assets and liabilities in the next financial year is included in the following notes:

✛ measurement of defined benefit obligations: key actuarial assumptions (refer to note 13)

Measurement of the defined contribution obligations and the related actuarial assumptions are performed as and when there is a change to the underlying population or a change in one of the key assumptions. The independent actuaries apply their latest available information to the assumptions used in calculating the remaining obligation.

✛ recognition of deferred tax assets: availability of future taxable profit against which deductible temporary differences and tax losses carried forward can be utilised (refer to note 8)

Deferred tax on assessed losses is recognised where there is a reasonable prospect of future profits against which to utilise the tax losses. Management considers the forecasts and budgets of the respective entities in concluding the likelihood of future profits.

✛ impairment test of intangible assets and goodwill: key assumptions underlying recoverable amounts, including the recoverability of development costs (refer to note 4)

The determination of whether goodwill is impaired requires that estimates be made of the fair value of the Group's cashgenerating units ("CGUs") to which goodwill has been allocated. To calculate the fair value, management calculates the value in use by estimating the future cash flows from the CGU and applying a suitable discount rate in order to arrive at the present value of such future cash flows.

To calculate value in use, the discount rate is based on current observable market data including interest rates, equity risk premiums, debt to capital ratios and income tax rates for similar assets in similar regions, that reflect the time value of money and the risks specific to the CGU. Estimated inputs for cash flows relating to the revenue and expense forecasts require a significant degree of judgement as to the future performance of CGUs. Growth rates are based on objective assessments of external observable inflation data and long-term market forecasts of growth rates.

✛ measurement of expected credit loss ("ECL") allowance for trade receivables: key assumptions in determining the weighted-average loss rate (refer to note 28)

The measurement of the ECL allowance on trade receivables is determined by taking into account historical loss patterns and adjusted for forward-looking information. These include the economic environment, customer trading patterns and the industries that customers operate in and the relative headwinds these industries are facing.

✛ acquisition of subsidiary: fair value of the consideration transferred (including contingent consideration) and fair value of the assets acquired, and liabilities assumed, measured on a provisional basis (refer to note 5)

The assessment of the fair value of assets acquired, liabilities assumed, and consideration transferred is performed using available information at the time the acquisition is completed. This is subsequently updated within the measurement period of 12 months after the acquisition, if any additional pertinent information comes to light that indicates a change in the fair value initially measured and recognised.

1.4 BASIS OF CONSOLIDATION

Business combinations

The Group accounts for business combinations using the acquisition method when the acquired set of activities and assets meets the definition of a business and control is transferred to the Group. In determining whether a particular set of activities and assets is a business, the Group assesses whether the set of assets and activities acquired includes, at a minimum, an input and substantive process and whether the acquired set has the ability to produce outputs.

The Group has an option to apply a 'concentration test' that permits a simplified assessment of whether an acquired set of activities and assets is not a business. The optional concentration test is met if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets.

The consideration transferred in the acquisition is generally measured at fair value, as are the identifiable net assets acquired. Any goodwill that arises is tested annually for impairment. Any gain on a bargain purchase is recognised in profit or loss immediately. Transaction costs are expensed as incurred, except if related to the issue of debt or equity securities.

Any contingent consideration is measured at fair value at the date of acquisition. If an obligation to pay contingent consideration that meets the definition of a financial instrument is classified as equity, then it is not remeasured and settlement is accounted for within equity. Otherwise, other contingent consideration is remeasured at fair value at each reporting date and subsequent changes in the fair value of the contingent consideration are recognised in profit or loss.

Subsidiaries

Subsidiaries are entities controlled by the Group. The Group 'controls' an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The separate financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases.

In its separate financial statements, the Company measures its investments in subsidiaries at cost less any accumulated impairment losses.

Non-controlling interests ("NCI")

NCI are measured initially at their proportionate share of the acquiree's identifiable net assets at the date of acquisition. Changes in the Group's interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions.

Loss of control

When the Group loses control over a subsidiary, it derecognises the assets and liabilities of the subsidiary, and any related NCI and other components of equity. Any resulting gain or loss is recognised in profit or loss. Any interest retained in the former subsidiary is measured at fair value when control is lost.

for the year ended 28 February 2021

Interest in associate

An associate is an entity over which the Group has significant influence, but does not control or have joint control over the financial and operating policies.

Interests in associates are accounted for using the equity method. They are initially recognised at cost, which includes transaction costs. Subsequent to initial recognition, the consolidated financial statements include the Group's share of the profit or loss and other comprehensive income ("OCI") of equity-accounted investees, until the date on which significant influence ceases.

Transactions eliminated on consolidation

Intra-group balances and transactions, and any unrealised income and expenses arising from intra-group transactions, are eliminated. Unrealised gains arising from transactions with equity-accounted investees are eliminated against the investment to the extent of the Group's interest in the investee. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment

1.5 FOREIGN CURRENCY

1.5.1 FOREIGN CURRENCY TRANSACTIONS

Transactions in foreign currencies are translated into the respective functional currencies of Group companies at the exchange rates at the dates of the transactions.

Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rate at the reporting date. Non-monetary assets and liabilities that are measured at fair value in a foreign currency are translated into the functional currency at the exchange rate when the fair value was determined. Non-monetary items that are measured based on historical cost in a foreign currency are translated at the exchange rate at the date of the transaction. Foreign currency differences are generally recognised in profit or loss.

1.5.2 FOREIGN OPERATIONS

The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated into Rands at the exchange rates at the reporting dates. The income and expenses of foreign operations are translated into Rands at the exchange rates at the dates of the transactions.

Foreign currency differences are recognised in OCI and accumulated in the foreign currency translation reserve, except to the extent that the translation difference is allocated to NCI.

When a foreign operation is disposed of in its entirety or partially such that control, significant influence or joint control is lost, the cumulative amount in the translation reserve related to that foreign operation is reclassified to profit or loss as part of the gain or loss on disposal. If the Group disposes of part of its interest in a subsidiary but retains control, then the relevant proportion of the cumulative amount is reattributed to NCI.

1.6 PROPERTY, PLANT AND EQUIPMENT

Items of property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses, if any, except for land and buildings, which are measured in terms of the revaluation model. Subsequent expenditure is capitalised only if it is probable that the future economic benefits associated with the expenditure will flow to the Group.

Depreciation is calculated on a systematic basis to reduce the cost/revalued amount of each asset to its estimated residual value over the estimated useful life of the asset and is recognised in profit or loss. Land is not depreciated.

The estimated useful lives of property, plant and equipment for current and comparative periods are as follows:

Buildings	40 years
Equipment	5 to 20 years
Motor vehicles	4 to 6 years
Furniture and fittings	5 to 20 years
Leasehold improvements	5 years or lease period
Office equipment	3 to 10 years
Computer equipment	3 to 10 years

The residual values, useful lives and depreciation methods are reviewed at each reporting date and adjusted if appropriate.

Any gain or loss on disposal of an item of property, plant and equipment is recognised in profit or loss.

Land and buildings are stated at their revalued amounts, being the fair value at the date of revaluation, less any subsequent accumulated depreciation and subsequent accumulated impairment losses. Revaluations are performed with sufficient regularity such that the carrying amounts do not differ materially from those that would be determined using fair values at each reporting date.

Any revaluation increase arising on the revaluation of such land and buildings is recognised in OCI and accumulated in the revaluation reserve in equity, except to the extent that it reverses a revaluation decrease for the same asset previously recognised in profit or loss, in which case the increase is credited to profit or loss to the extent of the decrease previously expensed. A decrease in the carrying amount arising on the revaluation of such land and buildings is recognised in profit or loss to the extent that it exceeds the balance, if any, held in the revaluation reserve relating to a previous revaluation of that asset.

1.7 INTANGIBLE ASSETS

Goodwill	Goodwill arising on the acquisition of subsidiaries is measured at cost lessaccumulated impairment losses.
Computer software – acquired	Acquired computer software is measured at cost less accumulatedamortisation and any accumulated impairment losses.
Computer software – internallydeveloped systems	Expenditure on research activities is recognised in profit or loss as incurred.Development expenditure is capitalised only if the expenditure can bemeasured reliably, the product or process is technically and commerciallyfeasible, future economic benefits are probable, and the Group intends toand has sufficient resources to complete development and to use or sell theasset. Otherwise, it is recognised in profit or loss as incurred. Subsequentto initial recognition, development expenditure is measured at cost lessaccumulated amortisation and any accumulated impairment losses.
Trademarks and licences	Trademarks and licences are considered to have indefinite useful lives andare measured at cost less accumulated impairment losses.

Subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure is recognised in profit or loss as incurred.

Amortisation is calculated on a straight-line basis to reduce the cost of each asset to its estimated residual value over the estimated useful life of the asset as follows:

Computer software 1 to 10 years

The residual values, useful lives and amortisation methods are reviewed at each reporting date and adjusted if appropriate.

Any gain or loss on disposal of an intangible asset is recognised in profit or loss.

1.8 IMPAIRMENT OF NON-FINANCIAL ASSETS

At each reporting date, the Group reviews the carrying amounts of its non-financial assets (other than deferred tax assets) to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the asset's recoverable amount is estimated. Goodwill, intangible assets with indefinite useful lives and intangible assets not yet available for use are tested annually for impairment.

For impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or CGUs. Goodwill arising from a business combination is allocated to CGUs or groups of CGUs that are expected to benefit from the synergies of the combination.

The recoverable amount is the greater of its fair value less costs to sell and its value in use. Value in use is based on the estimated future pre-tax cash flows, discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU. The pre-tax discount rate is determined utilising the underlying post-tax cash flows discounted by a post-tax rate to achieve an equivalent answer and to solve for and derive a pre-tax discount rate. This basis of determining the pre-tax discount rate is utilised as observable

for the year ended 28 February 2021

data in financial market systems use post-tax discount rates to arrive at present value measures. As a result, this methodology has become accepted market practice and the International Accounting Standards Board ("IASB") has acknowledged that this method arrives at the same result.

An impairment loss is recognised if the carrying amount of an asset or CGU exceeds its recoverable amount. They are allocated first to reduce the carrying amount of any goodwill allocated to the CGU, and then to reduce the carrying amounts of the other assets in the CGU on a pro rata basis. An impairment loss is recognised in profit or loss, unless the relevant asset is measured at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

An impairment loss in respect of goodwill is not reversed. For other assets, an impairment loss is 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. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is measured at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.9 FINANCIAL INSTRUMENTS

i. Recognition and initial measurement:

Trade receivables and other receivables comprising primarily recoverable disbursements on work in progress, are initially recognised when they are originated. All other financial assets and financial liabilities are initially recognised when the Group becomes a party to the contractual provisions of the instrument.

A financial asset (unless it is a trade receivable without a significant financing component) or financial liability is initially measured at fair value plus, for an item not at fair value through profit or loss ("FVTPL"), transaction costs that are directly attributable to its acquisition or issue. A trade receivable without a significant financing component is initially measured at the transaction price.

ii. Classification and subsequent measurement: Financial assets

On initial recognition, a financial asset is classified as, and subsequently measured at, amortised cost, fair value through other comprehensive income ("FVOCI") or FVTPL.

Financial assets are not reclassified subsequent to their initial recognition unless the Group changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model.

• A financial asset is measured at amortised cost if it meets both of the following conditions and is not designated as at FVTPL:
• ✛ it is held within a business model whose objective is to hold assets to collect contractual cash flows; and
• ✛ its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
• A financial asset is measured at FVOCI if it meets both of the following conditions and is not designated as at FVTPL:
• ✛ it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets; and
• ✛ its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

All financial assets not classified as measured at amortised cost or FVOCI as described above are measured at FVTPL. This includes all derivative financial assets. On initial recognition, the Group may irrevocably designate a financial asset that otherwise meets the requirements to be measured at amortised cost or at FVOCI as at FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.

The Group's financial assets comprise only financial assets at amortised cost and those designated at FVTPL.

Business model assessment

IFRS 9 requires an entity to make an assessment of the objective of the business model in which a financial asset is held at a portfolio level because this best reflects the way the business is managed, and information is provided to management.

The Group's business model and the way the business is managed is to principally provide logistics services and short-term financing of recoverable disbursements on behalf of clients, which are repayable on upfront agreed contractual credit terms. As a result, the Group has one primary financial asset, being its trade and other receivables, which can be assessed at a single portfolio level. The financial assets within this portfolio are all payable on agreed terms ranging between 30 and 90 days,, are all governed at a Group level, subject to the same policies, subject to similar credit risks and liquidity considerations across all regions, and are managed and reported on the same basis.

Transfers of financial assets to third parties in transactions that do not qualify for derecognition are not considered sales for this purpose, consistent with the Group's continuing recognition of the assets.

Assessment of whether contractual cash flows are solely payments of principal and interest

For the purposes of this assessment, 'principal' is defined as the fair value of the financial asset on initial recognition. 'Interest' is defined as consideration for the time value of money and for the credit risk associated with the principal amount outstanding during a particular period of time and for other basic lending risks and costs (e.g. liquidity risk and administrative costs), as well as a profit margin.

In assessing whether the contractual cash flows from the Group's trade and other receivables are solely payments of principal and interest, the Group considered that:

• ✛ The terms are for agreed fixed periods that are not variable;
• ✛ The cash flows are fixed amounts being the logistics fees, recoverable disbursements and financing costs levied on the client and are not subject to any contingent event;
• ✛ In the event of delayed payment, they are subject to further interest charges; and

✛ They are not subject to any automatic right to extension.

Subsequent measurement and gains and losses

Financial assets at amortised cost

These assets are subsequently measured at amortised cost using the effective interest method. The amortised cost is reduced by impairment losses. Interest income, foreign exchange gains and losses and impairment losses are recognised in profit or loss. Any gain or loss on derecognition is recognised in profit or loss.

Financial assets at FVTPL

These assets are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognised in profit or loss.

Financial assets designated at FVTPL comprise (refer to note 7):

• ✛ Profit share on rental agreement; and
• ✛ Investment is cell captive administered by Gaurdrisk.
• Financial assets at FVTPL, which are held for trading include (refer to note 7):
• ✛ Forward exchange contracts.

iii. Classification and subsequent measurement: Financial liabilities:

Financial liabilities are classified as measured at amortised cost or FVTPL. A financial liability is classified as at FVTPL if it is classified as held-for-trading, it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognised in profit or loss. Other financial liabilities are subsequently measured at amortised cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognised in profit or loss. Any gain or loss on derecognition is also recognised in profit or loss.

for the year ended 28 February 2021

iv. Derecognition:

Financial assets

The Group derecognises a financial asset when the contractual rights to the cash flows from the financial asset expires, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred or in which the Group neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset.

The Group enters into transactions whereby it transfers assets recognised in its statement of financial position but retains either all, or substantially all, of the risks and rewards of the transferred assets. In these cases, the transferred assets are not derecognised.

Financial liabilities

The Group derecognises a financial liability when its contractual obligations are discharged or cancelled or expires. The Group also derecognises a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognised at fair value.

On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognised in profit or loss.

v. Offsetting:

Financial assets and financial liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Group currently has a legally enforceable right to set off the amounts and it intends either to settle them on a net basis or to realise the asset and settle the liability simultaneously.

vi. Impairment:

Non-derivative financial assets

The Group recognises loss allowances for probability-weighted estimates of credit losses ("ECLs") on financial assets measured at amortised cost.

The Group measures loss allowances at an amount equal to lifetime ECLs, using a simplified approach, for trade and other receivables by applying a provision matrix based on its historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment.

When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECLs, the Group considers reasonable and supportable information that is relevant and available without undue cost or effort.

The Group formally assesses the recoverability of trade receivables on a bi-annual basis, however assessments are updated at any stage during the reporting period should specific known factors arise that indicate that a trade receivable may not be fully recoverable. In determining the ECL of a trade receivable, the Group considers:

• ✛ the extent of credit insurance;
• ✛ the extent of any tangible security;
• ✛ the legal status of the counterparty (i.e. if it is in any form of business rescue or liquidation process);
• ✛ credit information supplied by third party credit bureaus;
• ✛ the ageing of the debt; and
• ✛ the extent and quality of communication and cooperation from the counterparty and the extent to which the debt exceeds approved credit limits.

The Group assumes that the credit risk on a financial asset has increased significantly if it is more than 90 days past due.

The Group considers that a financial asset may be in default when:

• ✛ the borrower is unlikely to pay its credit obligations to the Group in full and the Group does not expect the debt to be recoverable from a credit underwriter; or
• ✛ the financial asset is more than 90 days past due.

In these circumstances the Group will engage directly with the borrower to attempt to reach an arrangement whereby the Group is able to recover its outstanding debt as far as possible.

Lifetime ECLs are the ECLs that result from all possible default events over the expected life of a financial instrument.

12-month ECLs are the portion of ECLs that result from default events that are possible within the 12 months after the reporting date (or a shorter period if the expected life of the instrument is less than 12 months).

The maximum period considered when estimating ECLs is the maximum contractual period over which the Group is exposed to credit risk.

For all other financial assets, the Group recognises lifetime ECL when there has been a significant increase in credit risk since initial recognition. The Group assumes that the credit risk on a financial asset has not increased significantly since initial recognition if the financial asset is determined to have low credit risk at the reporting date. A financial asset has a low credit risk if it has a low risk of default.

Measurement of ECLs

ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls (i.e. the difference between the cash flows due to the entity in accordance with the contract and the cash flows that the Group expects to receive).

Credit-impaired financial assets

At each reporting date, the Group assesses whether financial assets measured at amortised cost are credit impaired. A financial asset is 'credit-impaired' when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred.

Evidence that a financial asset may be credit-impaired includes the following observable data:

✛ information from credit bureau and/or credit underwriter indicating that the borrower is in significant financial difficulty;

• ✛ a breach of contract terms such as a default or being more than 90 days past due;
• ✛ a request from the borrower for a restructured and extended repayment plan; or
• ✛ it is probable that the borrower will enter business rescue or be liquidated.

Presentation of allowance for ECLs in the statement of financial position

Loss allowances for financial assets measured at amortised cost are deducted from the gross carrying amount of the assets.

Write-off

The gross carrying amount of a financial asset is written off when the Group has no reasonable expectations of recovering a financial asset in its entirety or a portion thereof. Based on historical experience the Group has a policy of writing off the gross carrying amount when there is strong evidence that the carrying amount is not recoverable from the customer or credit underwriter. However, financial assets that are written off could still be subject to enforcement activities if it is deemed worthwhile after taking into account the financial circumstances of the counter party in order to comply with the Group's procedures for recovery of amounts due.

1.10 REVENUE

Logistics and related services

Revenue from logistics services comprises the net invoiced amount of fees, commission, brokerage and mark-ups, excluding recoverable disbursements from logistics services rendered as an agent for customers.

Recoverable disbursements incurred in the Group's capacity as an agent on behalf of customers, which include customs duties, value-added tax ("VAT"), freight charges and the cost of obtaining finance are excluded from revenue and form part of gross billings only.

for the year ended 28 February 2021

Insurance commission and management fees

Revenue from insurance commission and management fees comprises:

• ✛ the commission on annual and monthly short-term insurance policies originated by the Group on behalf of licensed shortterm insurers; and
• ✛ fees paid by licensed short-term insurers to the Group for performing administrative and claims-related functions on their behalf.

Provision of credit facilities

Revenue from the provision of credit facilities comprises:

• ✛ interest, fees, mark-ups and recoveries of credit underwriting costs received from clients for the funding of recoverable disbursements on their behalf in the capacity as an agent; and
• ✛ net of interest and credit underwriting fees from external financial institutions incurred by the Group in facilitating the funding of these recoverable disbursements on behalf of clients.

Refer to note 18 for additional information on revenue recognition.

Dividend and interest revenue

Dividend revenue from investments is recognised when the shareholder's right to receive payment has been established.

1.11 LEASES

At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

As lessee

At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Group uses the definition of a lease in IFRS 16. This policy is applied to contracts entered into, on or after 1 March 2019.

The Group recognises a right-of-use ("ROU") asset and a lease liability at the lease commencement date. The ROU asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred, less any lease incentives received.

The ROU asset is subsequently depreciated using the straight-line method from the commencement date to the end of the lease term, unless the lease transfers ownership of the underlying asset to the Group by the end of the lease term or the cost of the ROU asset reflects that the Group will exercise a purchase option. In that case the ROU asset will be depreciated over the useful life of the underlying asset, which is determined on the same basis as those of property and equipment. In addition, the ROU asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group's incremental borrowing rate. Generally, the Group uses its incremental borrowing rate as the discount rate.

The Group determines its incremental borrowing rate by obtaining interest rates from various external financing sources and making certain adjustments to reflect the terms of the lease and the type of asset leased.

Lease payments included in the measurement of the lease liability comprise the following:

✛ fixed payments, including in-substance fixed payments; and

✛ lease payments in an optional renewal period if the Group is reasonably certain to exercise an extension option.

The lease liability is measured at amortised cost using the effective interest method. It is remeasured if the Group changes its assessment of whether it will exercise an extension option or if there is a revised in-substance fixed lease payment. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the ROU asset, or is recognised in profit or loss if the carrying amount of the ROU asset has been reduced to zero.

The Group presents ROU assets and lease liabilities as separate line items in the statement of financial position.

Short-term leases and leases of low-value assets

The Group has elected not to recognise ROU assets and lease liabilities for leases of low-value assets and short-term leases, including office premises, motor vehicles and office equipment. The Group recognises the lease payments associated with these leases as an expense on a straight-line basis over the lease term.

1.12 EMPLOYEE BENEFITS

1.12.1 Short-term employee benefits

Short-term employee benefits are expensed as the related service is provided. A liability is recognised for the amount expected to be paid if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.

1.12.2 Post-employment benefits

Defined benefit plans

No contributions are made to the medical aid of retired employees, except for a closed user group of retirees who were employed and subsequently retired under a defined benefit plan. The Group's net obligation in respect of the defined benefit plan is calculated by estimating the amount of future benefit that employees have earned in the current and prior periods, discounting that amount and deducting the fair value of any plan assets.

The calculation of defined benefit obligations is performed annually by a qualified actuary using the projected unit credit method. To calculate the present value of economic benefits, consideration is given to any applicable minimum funding requirements.

Remeasurements of the net defined benefit liability, which comprise actuarial gains and losses, the return on plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest), are recognised immediately in OCI. The Group determines the net interest expense/(income) on the net defined benefit liability/(asset) for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the then-net defined benefit liability/(asset), taking into account any changes in the net defined benefit liability/(asset) during the period as a result of contributions and benefit payments. Net interest expense and other expenses related to defined benefit plans are recognised in profit or loss.

1.13.3 Share-based payment arrangements

Equity-settled share-based payment arrangements granted to employees are measured at the fair value of the equity instruments at the grant date.

The grant-date fair value is recognised as an expense over the vesting period of the awards, with a corresponding increase in equity.

The amount recognised as an expense is adjusted to reflect the number of awards for which the related service and non-market performance conditions are expected to be met, such that the amount ultimately recognised is based on the number of awards that meet the related service and non-market performance conditions at the vesting date.

For share-based payment awards with non-vesting conditions, the grant-date fair value of the share-based payment is measured to reflect such conditions and there is no true-up for differences between expected and actual outcomes.

1.13 FINANCE INCOME AND FINANCE COSTS

The Group's finance income and finance costs include:

• ✛ interest income;
• ✛ interest expense;
• ✛ dividend income;
• ✛ the net gain or loss on financial assets at FVTPL;
• ✛ the foreign currency gain or loss on financial assets and financial liabilities;
• ✛ impairment losses (and reversals) on investments in debt securities measured at amortised cost; and
• ✛ the fair value loss on contingent consideration classified as a financial liability.

for the year ended 28 February 2021

Interest income or expense is recognised using the effective interest method. Dividend income is recognised in profit or loss on the date on which the Group's right to receive payment is established.

The 'effective interest rate' is the rate that exactly discounts estimated future cash payments or receipts through the expected life of the financial instrument to:

• ✛ the gross carrying amount of the financial asset; or
• ✛ the amortised cost of the financial liability.

In calculating interest income and expense, the effective interest rate is applied to the gross carrying amount of the asset (when the asset is not credit-impaired) or to the amortised cost of the liability. However, for financial assets that have become credit-impaired subsequent to initial recognition, interest income is calculated by applying the effective interest rate to the amortised cost of the financial asset. If the asset is no longer credit-impaired, then the calculation of interest income reverts to the gross basis.

1.14 INCOME TAX

Income tax expense comprises current and deferred tax. It is recognised in profit or loss except to the extent that it relates to a business combination, or items recognised directly in equity or in OCI.

Current tax

Current tax comprises the expected tax payable or receivable on the taxable income or loss for the year and any adjustment to the tax payable or receivable in respect of previous years. The amount of current tax payable or receivable is the best estimate of the tax amount expected to be paid or received that reflects uncertainty related to income taxes, if any. It is measured using tax rates enacted or substantively enacted at the reporting date. Current tax also includes any tax arising from dividends.

Current tax assets and liabilities are offset only if certain criteria are met.

Deferred tax

Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for tax purposes.

Deferred tax is not recognised for:

• ✛ temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss;
• ✛ temporary differences related to investments in subsidiaries to the extent that the Group is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future; and
• ✛ taxable temporary differences arising on the initial recognition of goodwill.

Deferred tax assets are recognised for unused tax losses, unused tax credits and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be used. Future taxable profits are determined based on the reversal of relevant taxable temporary differences. If the amount of taxable temporary differences is insufficient to recognise a deferred tax asset in full, then future taxable profits, adjusted for reversals of existing temporary differences, are considered, based on the business plans for individual subsidiaries in the Group.

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.

Unrecognised deferred tax assets are reassessed at each reporting date and recognised to the extent that it has become probable that future taxable profits will be available against which they can be used.

Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, using tax rates enacted or substantively enacted at the reporting date, and reflects uncertainty related to income taxes, if any.

The measurement of deferred tax reflects the tax consequences that would follow from the manner in which the Group expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.

Deferred tax assets and liabilities are offset only if certain criteria are met.

1.15 STATED CAPITAL

Ordinary shares are classified as equity. Incremental external costs directly attributable to the issue of ordinary shares or share options are recognised in equity as a deduction, net of tax, from the proceeds.

1.16 TREASURY SHARES

Shares in the Company held by wholly-owned subsidiaries are classified as treasury shares and presented in the treasury share reserve. The cost of these shares is treated as a deduction from the issued and weighted average number of shares and deducted from equity. Dividends received on treasury shares are eliminated on consolidation. When treasury shares are sold or reissued subsequently, the amount received is recognised as an increase in equity and the resulting surplus or deficit on the transaction is presented within stated capital.

1.17 STANDARDS AND INTERPRETATIONS NOT YET EFFECTIVE

Management has considered all standards and interpretations that are in issue but not yet effective. Those that are relevant to the Group, but have not been early adopted, are as follows:

Classification of Liabilities as Current orNon-Current (Amendments to IAS 1)	On 23 January 2020, the IASB issued Classification ofLiabilities as Current or Non-current (Amendments toIAS 1) providing a more general approach to theclassification of liabilities under IAS 1 Presentation ofFinancial Statements based on the contractualarrangements in place at the reporting date. Theamendments are effective for annual reporting periodsbeginning on or after 1 January 2023.
Property, Plant and Equipment — Proceeds beforeIntended Use (Amendments to IAS 16)	On 14 May 2020, the IASB issued 'Property, Plantand Equipment — Proceeds before Intended Use(Amendments to IAS 16)' regarding proceeds fromselling items produced while bringing an asset into thelocation and condition necessary for it to be capable ofoperating in the manner intended by management. Theamendments are effective for annual reporting periodsbeginning on or after 1 January 2022.
Onerous Contracts — Cost of Fulfilling a Contract(Amendments to IAS 37)	On 14 May 2020, the IASB issued 'Onerous Contracts— Cost of Fulfilling a Contract (Amendments to IAS 37)'amending the standard regarding costs a companyshould include as the cost of fulfilling a contract whenassessing whether a contract is onerous. Theamendments are effective for annual reporting periodsbeginning on or after 1 January 2022.
Definition of Accounting Estimates(Amendments to IAS 8)	On 12 February 2021, the IASB issued 'Definition ofAccounting Estimates (Amendments to IAS 8)' to helpentities to distinguish between accounting policies andaccounting estimates. The amendments are effective forannual periods beginning on or after 1 January 2023
Reference to the Conceptual Framework(Amendments to IFRS 3)	On 14 May 2020, the IASB issued 'Reference to theConceptual Framework (Amendments to IFRS 3)' withamendments to IFRS 3 'Business Combinations' thatupdate an outdated reference in IFRS 3 withoutsignificantly changing its requirements. Theamendments are effective for annual reporting periodsbeginning on or after 1 January 2022.
Annual Improvements to IFRS Standards 2018–2020	On 14 May 2020, the IASB issued 'Annual Improvementsto IFRS Standards 2018–2020'. The pronouncementcontains amendments to IFRS 1, IFRS 9, IFRS 16 and IAS41 as result of the IASB's annual improvements project.The amendments are effective for annual reportingperiods beginning on or after 1 January 2022.

for the year ended 28 February 2021

			2021			2020
		Cost/valuationR'000	AccumulateddepreciationR'000	CarryingamountR'000	Cost/valuationR'000	AccumulateddepreciationR'000	CarryingamountR'000
2.	PROPERTY, PLANTAND EQUIPMENT
	GROUP
	Land and buildings	17 249	-	17 249	16 445	-	16 445
	Plant and equipment	4 619	(2 956)	1 663	4 395	(2 403)	1 992
	Motor vehicles	2 498	(1 879)	619	3 276	(2 437)	839
	Furniture and fittings	8 224	(5 680)	2 544	7 904	(4 747)	3 157
	Leasehold improvements	4 246	(2 406)	1 840	2 803	(1 702)	1 101
	Office equipment	14 578	(12 389)	2 189	14 047	(11 033)	3 014
	Computer equipment	12 722	(11 074)	1 648	12 142	(10 117)	2 025
		64 136	(36 384)	27 752	61 012	(32 439)	28 573

Assets with a carrying amount of R 832 741 (2020: R 757 495) are pledged as security for the Scottish Pacific Business Finance Pty Ltd facility (refer to note 17).

Land and buildings are categorised as level 2 in the fair value hierarchy. The Group's policy is to revalue on a regular basis or when there is indication that the carrying amount of land and buildings may differ materially from the previous reporting period and the current value is considered to be representative of fair value. The valuations are based upon market-related sales prices achieved for comparable land and buildings. There has been no indication that this amount would have materially changed in the current reporting period.

There have been no indications of impairment for the current and prior reporting periods.

	Carryingamount atbeginningof yearR'000	AdditionsR'000	DisposalsR'000	DepreciationR'000	Effects ofexchangedifferencesR'000	Carryingamount atend of yearR'000
2021
Land and buildings	16 445	-	-	-	804	17 249
Plant and equipment	1 992	32	-	(463)	102	1 663
Motor vehicles	839	-	(123)	(97)	-	619
Furniture and fittings	3 157	130	(6)	(819)	82	2 544
Leasehold	1 101	772	-	(130)	97	1 840
improvementsOffice equipment	3 014	169	(13)	(1 181)	200	2 189
Computer equipment	2 025	836	(35)	(1 233)	55	1 648
	28 573	1 939	(177)	(3 923)	1 340	27 752
2020
Land and buildings	15 273	-	-	-	1 172	16 445
Plant and equipment	2 271	9	-	(424)	136	1 992
Motor vehicles	876	66	-	(108)	5	839
Furniture and fittings	2 849	1 047	(88)	(713)	62	3 157
Leaseholdimprovements	616	507	-	(33)	11	1 101
Office equipment	3 873	380	-	(1 283)	44	3 014
Computer equipment	1 880	1 151	(14)	(1 117)	125	2 025
	27 638	3 160	(102)	(3 678)	1 555	28 573

The carrying amounts of property, plant and equipment can be reconciled as follows:

for the year ended 28 February 2021

		2021			2020
		Cost/valuationR'000	AccumulateddepreciationR'000	CarryingamountR'000	Cost/valuationR'000	AccumulateddepreciationR'000	CarryingamountR'000
2.	PROPERTY, PLANTAND EQUIPMENT continuedCOMPANY
	Computer equipment	332	(332)	-	332	(331)	1
		332	(332)	-	332	(331)	1

The carrying amounts of computer equipment can be reconciled as follows:

	Carrying amountat beginningof yearR'000	AdditionsR'000	DisposalsR'000	DepreciationR'000	Carryingamount atend of yearR'000
2021
Computer equipment	1	-	-	(1)	-
	1	-	-	(1)	-
2020

Computer equipment	11	-	-	(10)	1
	11	-	-	(10)	1

		Carryingamount atbeginningof yearR'000	AdditionsR'000	DisposalsR'000	DepreciationR'000	Effects ofexchangedifferencesR'000	Carryingamountat end ofyearR'000
3.	RIGHT-OF-USE ASSETSGROUP
	2021
	Buildings	48 525	6 120	(1 308)	(19 693)	3 048	36 692
	Motor vehicles	2 559	2 083	(301)	(1 547)	97	2 891
	Office equipment	600	102	(36)	(300)	40	406
		51 684	8 305	(1 645)	(21 540)	3 185	39 989
	2020
	Buildings	54 562	9 050	-	(17 728)	2 641	48 525
	Motor vehicles	2 524	1 058	-	(1 238)	215	2 559
	Office equipment	797	-	-	(245)	48	600
		57 883	10 108	-	(19 211)	2 904	51 684

The Group's ROU assets are primarily related to leases of office and warehouse space, vehicles and items of office equipment.

The lease terms range between one and five years. The Group considers extension options provided in lease agreements on a lease-by-lease basis taking into consideration the business needs, future growth plans, other market options and budget requirements of the Group.

Further information on the effect on profit or loss for the reporting period is included in note 14.

			Group		Company
		2021R'000	2020R'000	2021R'000	2020R'000
4.	INTANGIBLE ASSETS
4.1	Computer software
	Cost	19 077	12 685	1 619	1 619
	Accumulated amortisation	(6 107)	(4 675)	(1 116)	(859)
	Carrying amount at beginning of year	12 970	8 010	503	760
	Additions*
	Acquired during the year	4 459	5 475	-	-
	Acquired through business combination	-	179	-	-
	Amortisation	(1 661)	(1 265)	(247)	(257)
	Effects of exchange differences	733	571	-	-
	Carrying amount at end of year	16 501	12 970	256	503
	Comprising:
	Cost	24 338	19 077	1 619	1 619
	Accumulated amortisation	(7 837)	(6 107)	(1 363)	(1 116)

*Additions to computer software comprises both internally developed systems and software purchases.

4.2.	Trademarks and licences
	Cost	1 605	1 573	735	712
	Carrying amount at beginning of year	1 605	1 573	735	712
	Acquired during the year	-	23	-	23
	Impairment loss*	(781)	-
	Effects of exchange differences	(89)	9	-	-
	Carrying amount at end of year	735	1 605	735	735
	Comprising:
	Cost	1 516	1 605	735	735
	Accumulated impairment	(781)	-	-	-

*The impairment relates to the write-off of a customs licence held in Mauritius (R781 000).

for the year ended 28 February 2021

	Group			Company
	2021R'000	2020R'000	2021R'000	2020R'000
Goodwill
Carrying amount at beginning of year	282 601	243 761	-	-
Acquisitions through business combinations	-	22 766	-	-
Effects of exchange differences	12 340	16 074	-	-
Carrying amount at end of year	294 941	282 601	-	-
Goodwill is allocated to the theGroup's CGUs as follows:	294 941	282 601	-	-
- Santova Logistics GMBH (Germany)	5 344	5 056	-	-
- Santova Logistics (Pty) Ltd (South Africa)	44 562	44 562	-	-
- Santova Financial Services (Pty) Limited	2 827	2 827	-	-
- Santova Logistics (Pty) Ltd (Australia)	13 107	11 467	-	-
- Santova Logistics B.V. (Netherlands)	2 255	2 133	-	-
- Tradeway (Shipping) Ltd (United Kingdom)	58 534	55 808	-	-
- W.M. Shipping Ltd (United Kingdom)	82 994	79 157	-	-
- SAI Logistics Ltd (United Kingdom)	47 931	45 699	-	-
- ASM Logistics (Singapore)	11 611	11 507	-	-
- MLG Maritime Cargo Logistics GmBH (Germany)	25 776	24 385	-	-
For more detail on investments in subsidiaries,refer to note 5.
Total intangible assets	312 177	297 176	991	1 238

Impairment testing of goodwill

The recoverable amount of each CGU is determined based on a value-in-use model. This model has been adopted for all CGUs.

To calculate 'value-in-use', the:

• ✛ discount rate utilised is based on current market rates that reflect the time value of money and the risks specific to the CGUs; and
• ✛ growth rates are based on objective assessments of externally published economic data.

The following CGUs have been identified as significant to the overall carrying amount of the goodwill recognised in the Group:

Company	Region
✛ Santova Logistics (Pty) Ltd	South Africa
✛ Tradeway (Shipping) Ltd	United Kingdom
✛ W.M. Shipping Ltd	United Kingdom
✛ SAI Logistics Ltd	United Kingdom

The key assumptions used in determining the recoverable amounts based on the 'value-in-use' calculations for these CGUs are as follows:

	South Africa	United Kingdom
✛ Pre-tax discount rate	17% - 18%	5% - 6%
✛ Terminal value growth rate	5%	2%
✛ Average revenue growth rate over forecast period	5%	3% - 8%
✛ Average expense growth rate over forecast period	5%	0% - 2%

Management's approach to determining the value assigned to each assumption in the first period of forecasting is based on the immediately preceding historical performance of the CGU and any specific factors known at the time of performing the test. In the forecast periods thereafter, management utilises primarily externally published financial and economic data to determine the values assigned to each assumption. In assessing the forecast assumptions, management has been conservative in the forecasting for the 2022 reporting period given the uncertainty which currently exists with regards to COVID-19 and the extent and duration of its impact on Business Units.

These calculations indicate that there is no impairment of the carrying amounts of goodwill allocated to the Group's CGUs as at the current reporting date. The sensitivity of the calculations to changes in the key assumptions has been stress tested through the financial modeling of various scenarios and management are satisfied that adequate headroom remains in the assessment of the recoverable amount of the CGUs.

			Ownershipinterest*		Investment
		Country	2021%	2020%	2021R*	2020R*
5.	INVESTMENTS IN SUBSIDIARIESDIRECTLY HELD
	Santova Corporate Services (Pty) Ltd	South Africa	100	100	4 181 311	3 710 235
	Santova Logistics (Pty) Ltd	South Africa	100	100	40 707 465	40 631 344
	Santova International Holdings (Pty) Ltd	South Africa	100	100	85 427 062	85 158 668
	Santova Financial Services (Pty) Ltd	South Africa	100	100	3 252 076	3 252 076
	Santova International Trade Solutions (Pty) Ltd	South Africa	100	100	440 090	338 240
	Santova NVOCC (Pty) Ltd	South Africa	100	100	100	100
	INDIRECTLY HELD
	Subsidiaries of Santova International Holdings(Pty) Ltd
	Santova Logistics Pty Ltd	Australia	100	100	-	-
	Santova Logistics Ltd	United Kingdom	100	100	-	-
	W.M. Shipping Ltd	United Kingdom	100	100	-	-
	Santova Logistics B.V.	The Netherlands	100	100	-	-
	Santova Logistics Ltd	Hong Kong	100	100	-	-
	Santova Logistics GmBH	Germany	100	100	-	-
	Tradeway Shipping Ltd	United Kingdom	100	100	-	-
	Tradeway North West Ltd	United Kingdom	100	100
	Jet Air & Ocean Freight Services Ltd	Mauritius	100	100	-	-
	ASM Logistics (S) Pte Ltd	Singapore	100	100	-	-

for the year ended 28 February 2021

		Ownershipinterest*		Investment
		2021	2020	2021	2020
	Country	%	%	R*	R*
Subsidiary of Santova Logistics Ltd
(Hong Kong)
Santova Patent Logistics Co. Ltd	Hong Kong	51	51	-	-
Subsidiary of Tradeway (Shipping) Ltd(United Kingdom)
SAI Logistics Ltd	United Kingdom	100	100	-	-
Subsidiary of Santova Logistics B.V.(Netherlands)
MLG Maritime Cargo Logistics GmbH	Germany	100	100	-	-
Subsidiaries of MLG Maritime Cargo LogisticsGmbH (Germany)
MLG Maritime Warehouse GmbH	Germany	100	100	-	-
MLG Maritime Administration GmbH	Germany	100	100	-	-
Subsidiary of ASM Logistics (S) Pte Ltd(Singapore)
ASM Global Logistics Ltd	Mauritius	100	100	-	-
				134 008 104	133 090 663

*Voting rights held are in proportion with the ownership interest.

There are no restrictions on the Company's ability to access or use the assets, and settle liabilities of the Group as a result of any of the above investments.

There have been no indicators of impairment at the reporting date and based on an assessment of the underlying values of the businesses housed in the subsidiaries listed above, the directors are of the opinion that there has been no impairment in the above investments or the underlying goodwill at 28 February 2021 (refer to note 4.3).

Reconciliation of movements for the year:	2021R*	2020R*
Balance at beginning of year	133 090 663	132 325 689
Equity contribution for shares granted to subsidiaryemployees in terms of the Group Share Option Schemes	917 441	764 974
Balance at end of year	134 008 104	133 090 663

*Due to certain subsidiaries having values below R500, amounts have not been rounded to the nearest thousand.

				Ownership interest*
		Principalactivity	Country ofincorporation	2021%	2020%
6.	INVESTMENT IN ASSOCIATE
	ASM Logistics (Thailand) Co. Ltd	LogisticsServices	Thailand	49	-
				2021R'000	2020R'000
	Net assets of associate			835	-
	Goodwill			411	-
	Investment at cost			1 246	-
	Equity-accounted proportionate share of profits			96	-
	Carrying amount of investment in associate			1 342	-

*Voting rights held are in proportion with the ownership interest.

There were no indicators of impairment at the reporting date and based on an assessment of the underlying value of the business housed in the associate, the directors are of the opinion that there has been no impairment in the above investment in associate.

Acquisition of ASM Logistics (Thailand) Co. Ltd

During the period under review the Group acquired 49% of the issued share capital of ASM Logistics (Thailand) Co. Ltd, effective 1 March 2020. This acquisition is consistent with the strategic growth plan of further entrenching the Group's presence in Southeast Asia.

The total transaction value was THB 2,52 million (R1,25 million) with the purchase consideration payable as follows:

• ✛ THB 1,69 million (R835 100) paid upon conclusion of the transaction; and
• ✛ Two payments of THB 414 800 (R205 500), each payable within 90 days of the first and second anniversary of the closing date, subject to a minimum profit before tax of THB 612 400 (R333 900) per annum.

The fair value of the net assets acquired was R835 000 at acquisition date.

for the year ended 28 February 2021

			Group		Company
		Level	2021R'000	2020R'000	2021R'000	2020R'000
7.	FINANCIAL ASSETS AND FINANCIAL LIABILITIESFinancial assets at fair value through profit or loss
	Non-current
	Future profit share on rental agreement1	2	3 502	3 502	-	-
	Guardrisk cell captive2	2	4 056	5 656	-	-
			7 558	9 158	-	-
	Current
	Forward exchange contracts	2	448	142	-	-
			448	142	-	-
	Financial liabilties at fair value through profit or loss
	Non-current
	Contingent considerations3	3	(857)	(16 390)	-	-
			(857)	(16 390)	-	-
	Current
	Contingent considerations3	3	(19 207)	(19 910)	-	-
	Forward exchange contracts	2	(275)	-	-	-
			(19 482)	(19 910)	-	-

Fair value hierarchy

Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:

Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 - Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3 - Inputs for the asset or liability that are not based on observable market data.

There were no transfers between the fair value hierarchy levels during the reporting period.

1 Santova Logistics (Pty) Ltd (SA) ("Santova Logistics") entered into a profit-sharing agreement with the landlord of their Durban premises at inception of the lease in the 2007 reporting period. This agreement gives Santova Logistics a specified portion of the actual or deemed profit made should the building be sold or vacated. The inputs used to determine the fair value of the profit-share are as follows:

Current net market rental (including parking bays)	R130 per m2
Capitalisation rate (on a vacant basis)	10,75 %

2 This represents the fair value of the investment by Santova Logistics in a cell captive administered by Guardrisk, and is recognised as a financial asset with changes in fair value being recognised in profit or loss for the year. The fair value of the cell captive is determined by the net asset value that represents fair value.

In the event of claims being lodged in terms of the Marine Insurance Policy, the insurance cell captive referred to in this note will be required to cover the first R50 000 of any claim up to a limit of R100 000 for any one loss or series of losses arising from the same event. The balance of the claim is covered by the Marine Insurance Policy's underwriters.

The maximum liability of the cell captive is limited to R750 000 per reporting period, provided that this is matched by the premiums received during the reporting period. Should the premiums received for the reporting period amount to less than R750 000, Santova Logistics will be liable to fund the cell captive to cover the shortfall.

The cell has received premiums in excess of the R750 000 minimum required during the current reporting period. No dividends were drawn during the year. The Group drew dividends of R3 000 000 during the reporting period (2020: Rnil)

Based on the claims history, insurance legislation and the likelihood of future claims, the directors believe that the cell captive has adequate reserves and provisions to cover future claims.

3 This represents the fair value of the remaining contingent purchase obligations arising from acquisitions during the current and prior reporting periods. The fair value of the liabilities has been calculated as the net present value of the warranty payments, which management reasonably expects to be achieved, as set out in the agreements of sale, discounted at the weighted average cost of capital for the acquired entities. The financial liability is reconciled as follows:

Note	2021R'000	2020R'000
Balance at beginning of year	36 300	35 182
Contingent consideration recognised on acquisition of MLGMaritime Cargo Logistics GmbH	-	9 773
Contingent consideration recognised on acquisition of ASM6Logistics (Thailand) Co. Ltd	411	-
Fair value loss	1 753	2 483
Fair value gain	-	(294)
Foreign exchange loss on translation	325	401
Foreign exchange loss on translation recognised in foreign currencytranslation reserve	1 673	2 756
Settled during the period	(20 398)	(14 001)
Balance at end of year	20 064	36 300

The remaining contingent consideration relates to the following acquisitions that were successfully completed during the current and prior reporting periods:

Acquiring company	Target company	Remaining contingentconsideration at(R'000)
Santova International Holdings (Pty) Ltd	ASM Logistics (Thailand) Co. Ltd	411
Tradeway (Shipping) Ltd	SAI Logistics Ltd	12 294
Santova Logistcs B.V.	MLG Maritime Cargo Logistics GmbH	7 359

Management has assessed the sensitivity of the level 3 fair value measurement to changes in unobservable inputs and do not believe that reasonably expected changes therein would materially affect the fair value.

for the year ended 28 February 2021

		Group		Company
		2021R'000	2020R'000	2021R'000	2020R'000
8.	DEFERRED TAX
	Non-current assets
	Deferred tax assets	14 197	11 768	1 047	1 118
	Non-current liabilities
	Deferred tax liabilities	(733)	(574)	-	-
		13 464	11 194	1 047	1 118
	Deferred tax comprises:
	- Capital allowances, provisions and allowance forcredit losses	10 712	8 477	508	567
	- Assessed losses	2 752	2 717	539	551
		13 464	11 194	1 047	1 118
	Reconciliation of deferred tax:
	Balance at beginning of year	11 194	5 785	1 118	1 166
	Movements during the year attributable to:
	- Temporary differences	2 652	4 059	(59)	(59)
	- Adjustments relating to prior periods	(560)	108	31	-
	- Exchange rate adjustments	221	133	-	-
	- Movement in assessed losses	(43)	1 109	(43)	11
	Balance at end of year	13 464	11 194	1 047	1 118

Deferred tax assets have been recognised for assessed losses in relevant entities, which the Group believes are probable to generate a taxable profit in the future.

		Group		Company
		2021R'000	2020R'000	2021R'000	2020R'000
9.	TRADE AND OTHER RECEIVABLES
	Trade receivables
	Trade receivables	631 967	593 513	106	130
	Loss allowance	(40 199)	(12 092)	-	-
		591 768	581 421	106	130
	Other receivables
	Recoverable disbursements	111 778	41 545	-	-
	VAT receivable	7 185	4 354	-	-
	Prepayments	5 042	3 696	106	122
	Rental deposits and staff loans	9 329	5 927	-	-
		133 334	55 522	106	122
	Total trade and other receivables	725 102	636 943	212	252
	Movement in loss allowance on trade receivables:
	Balance at beginning of year	12 092	2 800	-	-
	Net remeasurement of loss allowance1	34 289	11 673	-	-
	Amounts written off	(6 182)	(2 381)	-	-
	Balance at end of year	40 199	12 092	-	-

1 The movement in the loss allowance is attributable to the following:

• additional loss allowance has been recognised for some customers who have traded above their credit limits and are therefore not fully covered by the Group's credit underwriters.
• deterioration in credit quality of some customers as evidenced by the year-on-year ("YOY") increase in amounts written off.
• the Group's loss allowance recognised in 2020, which represented 2,04% of trade receivables, constitutes a benchmark loss rate based on historical trends and is subsequently adjusted for the effect of forward-looking events and market conditions including global uncertainty, economic downturn and potential negative effects of COVID-19.

Company receivables consist of amounts owed by subsidiary companies. No loss allowance has been recognised due to the fact that these entities are considered to have low credit risk and management regards the amounts as fully recoverable as the Group will provide support where required to ensure this is the case.

Refer to note 28.3 for further details.

for the year ended 28 February 2021

Certain trade receivables included above have been ceded to various banks as security for the respective invoice discounting and overdraft facilities included in overdrafts and facilities (refer to note 17). Details of ceded trade receivables within the Group are set out as follows:

		Group
		2021R'000*	2020R'000*
Nedbank Ltd	South Africa	386 357	410 083
Scottish Pacific Business Finance (Pty) Ltd	Australia	27 730	21 670
ABN AMRO Bank	The Netherlands	55 225	39 960
HSBC Bank plc	United Kingdom	58 348	44 307
Finaxar Capital	Singapore	13 897	9 663
		541 557	525 683

* Includes intercompany balances eliminated on consolidation.

Trade receivables are generally settled on 30 to 60 day terms and credit guarantee insurance cover is purchased for all SA trade receivables at coverage rates of between 80% and 90% of the total balance.

The carrying amount of these trade receivables approximates fair value due to the short-term nature thereof, as well as the interest charged at variable, prime-linked, interest rates.

Trade receivables that relate to recoverable disbursements incurred on behalf of customers in SA generally incur facility fees at rates linked to the SA prime rate.

Overdue receivables in SA incur interest at rates linked to the SA prime rate on a discretionary basis.

		Group			Company
		2021R'000	2020R'000	2021R'000	2020R'000
10.	AMOUNTS OWING BY RELATED PARTIES
	Santova Financial Services (Pty) Ltd	-	-	22 768	-
	Santova International Holdings (Pty) Ltd	-	-	6 796	30 720
		-	-	29 564	30 720

The loans are unsecured, interest-free and are repayable on demand.

No loss allowance has been recognised on amounts owed by related parties given that the entities are considered to have low credit risk and the Group intends on supporting the subsidiaries and can therefore ensure that the loans are recoverable.

Management considers the total carrying amount owing by the related parties to approximate their fair value.

		Group		Company
	2021R'000	2020R'000	2021R'000	2020R'000
11.STATED CAPITAL
Authorised
300 000 000 ordinary shares of no par value
(2020: 300 000 000 ordinary shares of no par value)
Issued
161 481 045 ordinary shares of no par value	221 096	220 995	221 096	220 995
(2020: 161 361 045 ordinary shares of no par value)
Total stated capital	221 096	220 995	221 096	220 995
Reconciliation of the carrying amount of ordinary shares in issue
Balance at beginning of year	220 995	220 996	220 995	220 996
Exercise of share options1
Share issue costs	102(1)	-(1)	102(1)	-(1)
Balance at end of year	221 096	220 995	221 096	220 995

	Group		Company
Reconciliation of number of ordinary shares in issue	2021Shares	2020Shares	2021Shares	2020Shares
Balance at beginning of year	154 432	160 364	161 361	161 361
Exercise of share options	120	-	120	-
Treasury shares acquired2	(13 680)	(5 932)	-	-
Balance at end of year	140 872	154 432	161 481	161 361

1 During the reporting period one participant of the Santova Share Option Scheme exercised options for 120 000 ordinary shares in the Company at a price of 85 cents per share.

*2*During the current reporting period, Santova repurchased a total of 13 679 514 (2020: 5 931 830) of its ordinary shares on the open market for a total consideration of R32,4 million (2020: R12,4 million). The above repurchase transactions were executed in terms of the general authority granted by shareholders at its AGM.

All unissued shares are placed under the control of the directors.

for the year ended 28 February 2021

		Group		Company
		2021R'000	2020R'000	2021R'000	2020R'000
12.	INTEREST-BEARING BORROWINGS
	Medium-term loan1	-	14 936	-	14 936
	Medium-term loan2	18 436	22 575	-	-
	Medium-term loan3	420	994	-	-
	Loan - F Heuer4	13 735	12 746	-	-
	Less: current portion	(19 781)	(34 081)	-	(14 936)
	Non-current portion	12 810	17 170	-	-

1 The loan taken by the Company bears interest at a variable rate of the SA prime rate less 0,25%. This loan was fully repaid during the current reporting period.

2 This loan was taken by Santova International Holdings (Pty) Ltd during the 2019 reporting period. The loan bears interest at a variable rate linked to the SA prime rate less 0,5%. The loan is repayable over six years. The payments for the first year were on an interest-only basis. Thereafter the loan is repayable over five years at quarterly instalments of R1 414 427 (2020: R1 495 630). This loan is secured by cross company sureties supplied by subsidiary companies.

3 This loan was taken by ASM Logistics (S) Pte Ltd. It bears interest at a floating rate of 0,5% above the Singapore Bank's Business Instalment Loan board rate. It is repayable over three years beginning in September 2019. This loan is unsecured.

4 This loan was taken out as part of the agreement regarding the purchase of MLG Maritime Cargo Logistics GmbH (Germany) whereby the seller advanced funds of €740 000 to Santova Logistics B.V. The initial agreement was for a period of one year and is subsequently renewable on the agreement of both parties. The loan bears interest at a flat rate of 4% (2020: 5%).

The first two loans have both been granted by Nedbank Limited, the Group's primary bankers. As a condition of granting the loans above, the Group banking facilities contain certain covenants with respect to minimum levels of actual shareholders' funds, a maximum ratio of debt to EBITDA* and a minimum ratio of EBITDA* to interest cover. These covenants are monitored on an ongoing basis by management and reviewed and confirmed annually with the Group's bankers. At the reporting date, none of the covenants have been breached.

*EBITDA - Earnings before interest, tax, depreciation and amortisation

		Group			Company
		2021R'000	2020R'000	2021R'000	2020R'000
13.	EMPLOYEE BENEFIT OBLIGATIONSPost-retirement medical aid contributions
	- Present value of obligation	984	1 096	984	1 096
	- Less: liability already recognised	(1 096)	(1 158)	(1 096)	(1 158)
	Decrease in liability	(112)	(62)	(112)	(62)
	Movement represented by:
	- Actuarial loss recognised in OCI1	15	53	15	53
	- Interest cost recognised in profit or loss	75	87	75	87
	- Contributions paid by employer	(202)	(202)	(202)	(202)
	Decrease in liability	(112)	(62)	(112)	(62)

The Company contributes to a medical aid scheme for the benefit of 10 retired employees (2020: 11) and their dependants. During the reporting period there was one exit from the scheme amongst the continuation members (2020: nil). The Company contributes 75% of the monthly contribution (to a maximum of R1 600 per retired employee) and the retired employees contribute the remainder.

The liability was actuarially determined at the reporting date, using a projected unit credit method, by 3One Consulting Actuaries (Pty) Ltd, independent qualified actuaries. The liability will be actuarially valued as and when there are material changes to the underlying retired employee numbers.

1 Actuarial remeasurements:

Total remeasurements	15	53	15	53
Actual vs expected membership profile	(42)	24	(42)	24
Change in financial assumptions	57	29	57	29
Explanatory factor

The principal actuarial assumptions applied in the determination of fair values, expressed as weighted averages, are as follows:

• Medical aid inflation rate: 4,5% per annum (2020: 4,8%);

• Discount factor: 6,25% per annum (2020: 7,7%); and

• Mortality rates published in the PA(90) Ultimate Mortality Tables.

Sensitivity analysis:

The actuaries have assumed that the deviations from the assumed level of mortality experience of the continuation members (retired employees) or in the discount rate applied will have a large impact on the actual cost to the Group and Company and the related liability recognised.

Assumption	Variation	Changein accruedliability	Change in annual expense
	PA(90) -1	+4,6%	+5,0%
Mortality	PA(90) -2	+9,2%	+10,2%
	+1%	-4,2%	+10,6%
Discount rate	-1%	+4,6%	-11,7%

for the year ended 28 February 2021

			Group
		2021R'000	2020R'000
14.	LEASE LIABILTIES
	The maturity analysis for lease liabilities is as follows:
	Less than one year	15 808	22 881
	One to five years	28 948	35 045
	More than five years	3 287	4 201
	Total undiscounted cash flows	48 043	62 127
	Total lease liabilities	42 478	54 234
	Current	14 512	22 269
	Non-current	27 966	31 965
	Amounts recognised in statement of cash flowsTotal cash outflow for leases	24 045	21 144
	Amounts recognised in profit and loss	28 577	30 271
	- Expenses relating to short-term leases included in administrative expenses	4 482	7 849
	- Interest on lease liabilities included in finance costs (refer to note 22)	2 555	3 131
	- Depreciation (refer to note 3 and 19)	21 540	19 211
	- Expenses relating to leases of low-value assets included in administrative expenses	-	80

The Group entered into short-term leases over office space and motor vehicles and leases of low-value over office equipment. The Group has elected not to recognise ROU assets and lease liabilities for these leases.

		Group			Company
		2021R'000	2020R'000	2021R'000	2020R'000
15.	TRADE AND OTHER PAYABLES
	Trade payables1	258 287	157 734	48	38
	Accruals2	75 886	43 959	-	33
	Employee-related accruals3	40 835	28 564	-	-
	Other payables4	16 346	7 249	186	186
		391 354	237 506	234	257

1 Trade payables are non-interest bearing, and normally settled within 30-day terms.

2 Accruals relate to recoverable disbursements where invoices have not yet been received and other operating expenses.

3 Employee related accruals relate to bonus provision and leave pay.

4 Other payables include VAT liabilities owed to the respective tax authorities and overpayments received from customers.

The carrying amount of trade and other payables approximates fair value due to the short-term nature thereof.

		Group		Company
		2021R'000	2020R'000	2021R'000	2020R'000
16.	AMOUNTS OWING TO RELATED PARTIES
	Patent International Co. Ltd1	285	294	-	-
	Santova Corporate Services (Pty) Ltd1	-	-	14 480	11 730
	Santova Financial Services (Pty) Ltd1	-	-	-	900
	Santova International Trade Solutions (Pty) Ltd1	-	-	1 850	850
	Santova Logistics (Pty) Ltd2	-	-	18 307	10 862
		285	294	34 637	24 342

1 The loans are unsecured, interest-free and have no fixed terms of repayment.

*2*The loan is unsecured, bears interest linked to the SA prime rate less 0,5% and has no fixed terms of repayment.

		Group		Company
		2021R'000	2020R'000	2021R'000	2020R'000
17.	OVERDRAFTS AND BANK FACILITIES
	Bank overdrafts	11	3	-	-
	Invoice discounting facilities	201 513	218 100	-	-
		201 524	218 103	-	-

for the year ended 28 February 2021

The Group has the following unutilised facilities available:

		2021	2020
Country	Localcurrency'000	FunctionalcurrencyR'000	FunctionalcurrencyR'000	Security provided	Security holder	Interest rate
		Invoice discounting - repayable on settlement of ceded debts
South Africa1	148 489	148 489	132 574	Sale of book debts,cession of creditinsurance policiesand cross companysuretyships withthe Company andcertain subsidiaries	Nedbank Ltd	South Africanprime rateless 0,5%
Australia	1 500	17 423	15 242	Security interest inpersonal property	Scottish PacificBusiness Finance(Pty) Ltd	Australian baserate +4,25%
Singapore	60	677	674	Sale of book debts	Finaxxar Capital	20,40%effective rate
Loan facility - repayable in instalments
South Africa2	56 564	56 564	51 519	Cross companysureties	Nedbank Ltd	South Africanprime rate less0,5%
Bank overdraft - repayable on demand
South Africa	4 989	4 989	5 000	Ceded debitbank balances	Nedbank Ltd	South Africanprime rateless 0,5%
TheNetherlands	475	8 648	8 181	Cession ofbook debts	ABN AMRO Bank NV	Euro base rateplus 1,75%
Germany	-	-	1 335	Unsecured	Postbank/Commerzbank	Fixed rateof 6,5%
		236 790	214 525

1 The facilities are subject to an annual review and assessment by Nedbank Ltd.

2 The facilitiy is subject to review and conditions as stipulated by Nedbank Ltd.

The Company, along with Santova Logistics (Pty) Ltd, Santova International Holdings (Pty) Ltd, Tradeway (Shipping) Limited, SAI Logistics Ltd, Santova Logistics Pty) Ltd and Santova Logistics BV, is a guarantor with respect to a significant portion of the Group's banking facilities. There were no breaches of the contractual terms of these facilities during the current reporting period.

For further information on ceded trade receivables refer to note 9.

		Group		Company
		2021R'000	2020R'000	2021R'000	2020R'000
18.	REVENUE
	Gross billings	4 463 487	4 341 750	4 640	4 140
	Less: recoverable disbursements	(4 021 293)	(3 927 924)	-	-
	Revenue and net interest income	442 194	413 826	4 640	4 140
	Revenue from contracts with customers
	Revenue from the provision of services comprises:	434 612	397 278	4 640	4 140
	Logistic services	427 436	389 491	-	-
	Insurance commission and management fees	7 176	7 787	-	-
	Other revenue1	-	-	4 640	4 140
	Net interest income from the provision of creditfacilities comprises:	7 582	16 548	-	-
	Interest and financing fee income	21 135	35 056	-	-
	Interest and financing fee expenses	(13 553)	(18 508)	-	-
	Revenue and net interest income	442 194	413 826	4 640	4 140
	Primary geographical market	442 194	413 826	4 640	4 140
	Africa	122 549	141 897	4 640	4 140
	United Kingdom	131 936	121 148	-	-
	Europe	125 663	102 863	-	-
	Asia Pacific	62 046	47 918	-	-
	Timing of revenue recognition:	442 194	413 826	4 640	4 140
	Revenue earned over time from the provision of	7 582	16 548	-	-
	credit facilitiesRevenue earned at a point in time from theprovision of services	434 612	397 278	4 640	4 140

1Other revenue comprises management fees earned by the Company and ad-hoc service revenue in the Group.

for the year ended 28 February 2021

Contract balances

The Group has not recognised any contract assets or liabilities in relation to its contracts with customers. Receivables are recognised as trade receivables in note 9.

Performance obligations and revenue recognition policies

Information about the Group's performance obligations are summarised below:

Logistics and related services

The Group derives its logistics revenue from contracts with customers for the provision of services in facilitating the transportation of customers' goods. The Group does not enter into long-term fixed contracts. Standard terms and conditions and customer tariffs are documented and agreed upon with each customer. Thereafter, each formal shipping instruction received and accepted from a customer results in a contract with the customer, in terms of the originally agreed standard terms and conditions.

In terms of a contract resulting from a shipping instruction:

• ✛ the Group acts as an agent on behalf of its customer;
• ✛ the Group's performance obligation is to arrange for the movement, by third party transport providers of the customer's goods, from the origin to the destination as specified by the customer, including the clearing of the customer's goods through customs where required; and
• ✛ the Group assumes no risk and reward in respect of the customer's goods and the customer remains principal at all times during the shipment process.

The Group therefore only has one performance obligation per shipment to its customers and this performance obligation is satisfied and revenue recognised when it completes the contracted services, which is typically when the customer's goods have cleared customs and have arrived at the specified destination at which stage physical control of the goods is passed back to the customer by the third party transport provider.

Transaction prices are based on agreed rates, including statutory and third-party charges, in accordance with the approved customer tariffs. The Group does not offer early settlement discounts.

Provision of credit facilities

In certain regions, customers either request, or local customs regulations require, that the Group facilitates the provision of credit facilities in order to fund recoverable disbursements. These recoverable disbursements include include VAT, customs duties, excise taxes and freight transportation costs that are due and payable by the customer as principal and owner of the goods.

The majority of these financing activities take place in the SA region where the Group is required by local customs regulations to act as a collection agent for the revenue authorities and to pay customs VAT and duties upfront, at the time of customs clearance, then to recover them from the customer on normal credit terms.

In order to provide these credit facilities for customers the Group requests an insured credit limit from a credit underwriter, based on the financial information supplied by the customer. Based on this insured credit limit the Group is then in a position to discount the customer's trade receivables with the Group's transactional banker, in terms of an invoice discounting facility and is thereby able to raise the necessary funding on behalf of the customer in order to pay the recoverable disbursements.

The Group's performance obligation is to provide the credit facility from the date of payment of the recoverable disbursement up until the due date in terms of upfront agreed credit terms with the customer. This performance obligation is satisfied and the revenue recognised at the time of disbursement by way of an upfront facility fee calculated from disbursement date to repayment date. In the event of later payment, further finance fees are recognised in the form of:

• ✛ arrear interest calculated using the effective interest method from due date to actual payment date; and
• ✛ the recovery of additional credit underwriting costs incurred as a result of late payment.

Transaction prices are based on the specified credit terms and facility rates in accordance with approved customer tariffs.

The Group does not offer early settlement discounts, but in certain isolated cases, may allow discounts for early settlement, however, this is a very rare occurrence.

Financing component

There is a significant financing component in the Group's pricing for its logistics services where it offers customers credit terms. Credit terms granted are generally 30 days from the statement date with a maximum of 90 days. The Group has applied the practical expedient provided in IFRS 15 to not recognise the effect of the financing component since it is provided for a period of less than one year.

Financial services

The Group, where appropriate, operates as a licenced and regulated short-term insurance broker originating short-term insurance policies on behalf of registered short-term insurers. As a result, the Group derives revenue in the form of insurance commission and management fees from short-term insurers.

The Group's performance obligations are:

• ✛ to provide insurance advice and make policy recommendations to customers with an insurable interest; and
• ✛ for certain insurers, to facilitate the collection of insurance premiums plus perform ongoing administration and claims processing services during the period of insurance.

These performance obligations are satisfied, and the revenue recognised in the case of:

Insurance commission

• ✛ On annual insurance policies upfront at the stage the policy is concluded and the annual premium collected.
• ✛ On monthly insurance policies monthly as the premiums are collected.

Management fees

✛ On a monthly basis as the services are performed for the insurer and the fees collected from the insurer.

Transaction prices are based on upfront agreed-upon fixed percentages of the premiums collected on policies, which vary depending on the nature of the policy and the assets being insured thereunder. These commission percentages are also capped at maximum percentages by insurance regulations.

for the year ended 28 February 2021

		Group		Company
		2021R'000	2020R'000	2021R'000	2020R'000
19.	OPERATING PROFIT
	Operating profit includes:
	Income
	Commission and exchange gains on foreign currencytransactions and balances	10 539	5 981	-	-
	Profit on disposal of property, plant and equipment	56	-	-	-
	Fair value gain on financial assets and liabilities	1 400	1 878	-	-
	Expenditure
	Auditor's remuneration	4 014	2 036	688	113
	- In respect of audit services	3 502	1 140	688	113
	- In respect of other services	512	896	-	-
	Depreciation and amortisation	27 124	24 154	248	267
	- Plant and equipment (refer to note 2)	3 923	3 678	1	10
	- Intangible assets (refer to note 4)	1 661	1 265	247	257
	- ROU assets (refer to note 3)	21 540	19 211	-	-
	Loss on disposal of property, plant and equipment	161	19	-	-
	Foreign exchange loss	2 396	1 022	-	-
	Impairment loss on intangible asset	781	-	-
	Impairment loss on trade receivables	6 182	9 293	-	-
	Employee benefit expenses	217 805	216 561	(121)	58
	- Short-term employee benefits(including directors' remuneration)	203 265	202 427	(121)	58
	- Defined contribution plan expense1	14 540	14 134	-	-
	Share-based payment expense	917	765	-	-

*1*Defined contribution plans

The Group makes retirement benefits available to its employees. A defined contribution provident fund and pension fund, which are subject to the Pensions Fund Act 1956, exist for this purpose in SA. In the foreign subsidiaries the Group either makes contributions to defined contribution pension funds or to social security funds that provide retirement benefits, as is required by legislation or market practice within each jurisdiction. The schemes are funded by employer and employee contributions, which are recognised in profit or loss as they are incurred.

		Directors'feesR'000	SalaryR'000	Retirement,medical andother benefitsR'000	TotalguaranteedpayR'000	SubsistencetravelallowanceR'000	PerformancebonusR'000	TotalR'000
20.	DIRECTORS' ANDPRESCRIBEDOFFICERS'REMUNERATION2021
	Executive Directors
	GH Gerber	-	3 641	55	3 696	264	1 988	5 948
	AL van Zyl	-	2 347	168	2 515	75	1 274	3 864
	RM Herselman	-	1 819	243	2 062	51	121	2 234
	Prescribed Officers
	GP Fourie	-	1 592	320	1 912	38	987	2 937
	AKG Lewis	-	1 974	440	2 414	-	891	3 305
	Non-executiveDirectors
	ESC Garner3	378	-	-	378	-	-	378
	WA Lombard	530	-	-	530	-	-	530
	EM Ngubo	248	-	-	248	-	-	248
		1 156	11 373	1 226	13 755	428	5 261	19 444
	Paid by:
	The Company	1 156	-	-	1 156	-	-	1 156
	Subsidiary	-	11 373	1 226	12 599	428	5 261	18 288
	companies
		1 156	11 373	1 226	13 755	428	5 261	19 444
	2020
	Executive Directors
	GH Gerber	-	3 451	78	3 529	140	-	3 669
	AL van Zyl	-	2 241	154	2 395	1	10	2 406
	RM Herselman4	-	606	77	683	-	-	683
	DC Edley1	-	1 162	348	1 510	46	40	1 596
	Prescribed Officers
	GP Fourie	-	1 473	348	1 821	-	10	1 831
	AKG Lewis	-	1 410	461	1 871	55	5	1 931
	Non-executiveDirectors							-
	ESC Garner3	290	-	-	290	-	-	290
	WA Lombard	519	-	-	519	-	-	519
	EM Ngubo	233	-	-	233	-	-	233
	AD Dixon2	256	-	-	256	-	-	256
		1 298	10 343	1 466	13 107	242	65	13 414
	Paid by:
	The Company	1 298	-	-	1 298	-	-	1 298
	Subsidiarycompany	-	10 343	1 466	11 809	242	65	12 116
		1 298	10 343	1 466	13 107	242	65	13 414

1DC Edley resigned effective 30 September 2019.

*2*AD Dixon passed away on 6 December 2019.

3Paid to Delmas Crushers CC.

4RM Herselman was appointed on 1 November 2019.

for the year ended 28 February 2021

A summary of share options granted, forfeited and still to be exercised by executive directors and prescribed officers in terms of the Group Share Option Schemes (refer to note 26 for further information) is as follows:

	Optionsas at1 March2020	Optionsawarded	Optionslapsed	Optionsexercised	Optionsas at28 February2021	Optionprice(cents)	Vestingdate	Expirydate
2021
Executive Directors
GH Gerber	800 000	-	-	-	800 000	85	30 November 2015	29 November 2021
	500 000	-	-	-	500 000	186	26 May 2017	25 May 2023
	562 165	-	-	-	562 165	415	22 February 2019	21 February 2025
	437 835	-	-	-	437 835	415	22 February 2021	21 February 2024
	266 000	-	-	-	266 000	298	18 May 2023	17 May 2026
	500 000	-	-	-	500 000	194	26 February 2025	26 February 2028
	3 066 000	-	-	-	3 066 000
RM Herselman	120 000	-	-	-	120 000	194	26 February 2025	26 February 2028
	120 000	-	-	-	120 000
AL van Zyl	350 000	-	-	-	350 000	186	26 May 2017	25 May 2023
	168 649	-	-	-	168 649	415	22 February 2019	21 February 2025
	131 351	-	-	-	131 351	415	22 February 2021	21 February 2024
	151 000	-	-	-	151 000	298	18 May 2023	17 May 2026
	200 000	-	-	-	200 000	194	26 February 2025	26 February 2028
	1 001 000	-	-	-	1 001 000
Prescribed Officers
GP Fourie	250 000	-	-	-	250 000	415	22 February 2021	21 February 2024
	102 000	-	-	-	102 000	298	18 May 2023	17 May 2026
	200 000	-	-	-	200 000	194	26 February 2025	26 February 2028
	552 000	-	-	-	552 000
AKG Lewis	199 000	-	-	-	199 000	85	30 November 2015	29 November 2021
	150 000	-	-	-	150 000	186	26 May 2017	25 May 2023
	253 537	-	-	-	253 537	415	22 February 2019	21 February 2025
	197 463	-	-	-	197 463	415	22 February 2021	21 February 2024
	110 000	-	-	-	110 000	298	18 May 2023	17 May 2026
	200 000	-	-	-	200 000	194	26 February 2025	26 February 2028
	1 110 000	-	-	-	1 110 000
	5 849 000	-	-	-	5 849 000

	Optionsas at				Optionsas at	Option
	1 March2019	Optionsawarded	Optionslapsed	Optionsexercised	29 February2020	price(cents)	Vestingdate	Expirydate
2020
Executive Directors
DC Edley	-	-	-	-	-		85 30 November 2015 29 November 2021
	-	-	-	-	-	186	26 May 2017	25 May 2023
	168 649	-	(168 649)	-	-	415	22 February 2019	21 February 2025
	131 351	-	(131 351)	-	-	415	22 February 2021	21 February 2024
	136 000	-	(136 000)	-	-	298	18 May 2023	17 May 2026
	436 000	-	(436 000)	-	-
GH Gerber	800 000	-	-	-	800 000		85 30 November 2015	29 November 2021
	500 000	-	-	-	500 000	186	26 May 2017	25 May 2023
	562 165	-	-	-	562 165	415	22 February 2019	21 February 2025
	437 835	-	-	-	437 835	415	22 February 2021	21 February 2024
	266 000	-	-	-	266 000	298	18 May 2023	17 May 2026
	-	500 000	-	-	500 000	194	26 February 2025	26 February 2028
	2 566 000	500 000	-	-	3 066 000
RM Herselman	-	120 000	-	-	120 000	194	26 February 2025	26 February 2028
	-	120 000	-	-	120 000
AL van Zyl	350 000	-	-	-	350 000	186	26 May 2017	25 May 2023
	168 649	-	-	-	168 649	415	22 February 2019	21 February 2025
	131 351	-	-	-	131 351	415	22 February 2021	21 February 2024
	151 000	-	-	-	151 000	298	18 May 2023	17 May 2026
	-	200 000	-	-	200 000	194	26 February 2025	26 February 2028
	801 000	200 000	-	-	1 001 000
Prescribed Officers
GP Fourie	250 000	-	-	-	250 000	415	22 February 2021	21 February 2024
	102 000	-	-	-	102 000	298	18 May 2023	17 May 2026
	-	200 000	-	-	200 000	194	26 February 2025	26 February 2028
	352 000	200 000	-	-	552 000
AKG Lewis	199 000	-	-	-	199 000		85 30 November 2015 29 November 2021
	150 000	-	-	-	150 000	186	26 May 2017	25 May 2023
	253 537	-	-	-	253 537	415	22 February 2019	21 February 2025
	197 463	-	-	-	197 463	415	22 February 2021	21 February 2024
	110 000	-	-	-	110 000	298	18 May 2023	17 May 2026
	-	200 000	-	-	200 000	194	26 February 2025	26 February 2028
	910 000	200 000	-	-	1 110 000
	5 065 000	1 220 000	(436 000)	-	5 849 000

		Group		Company
		2021R'000	2020R'000	2021R'000	2020R'000
21.	FINANCE INCOME
	Cash and cash equivelants	110	226	-	3
	Included in profit or loss	110	226	-	3
	Interest and financing fee income included in revenue(refer to note 18)	21 135	35 056	-	-
	Total finance income	21 245	35 282	-	3
22.	FINANCE COSTS
	Lease liabilities (refer to note 14)	2 555	3 134	-	-
	Interest-bearing borrowings (refer to note 12)	2 951	4 419	870	2 002
	Amounts owing to related parties (refer to note 16)	-	-	397	791
	Other interest paid	14	113	-	87
	Included in profit or loss	5 520	7 666	1 267	2 880
	Interest and financing fee expenses included in revenue(refer to note 18)	13 553	18 508	-	-
	Total finance costs	19 073	26 174	1 267	2 880

		Group		Company
		2021R'000	2020R'000	2021R'000	2020R'000
23.	INCOME TAX EXPENSE
	South African normal tax
	Current tax
	- Current year	6 856	9 783	-	-
	- Prior year adjustment	(475)	104	-	-
	Deferred tax
	- Current year	(2 384)	(3 949)	102	48
	- Prior year adjustment	557	(108)	(31)	-
		4 554	5 830	71	48
	Foreign tax
	- Current tax	17 852	12 813	-	-
	- Deferred tax	(222)	(1 219)	-	-
		17 630	11 594	-	-
	Current tax recognised in profit or loss	24 233	22 700	-	-
	Deferred tax recognised in profit or loss	(2 049)	(5 276)	71	48
	Income tax expense recognised in profit or loss	22 184	17 424	71	48
	Reconciliation of tax rate	%	%	%	%
	South African normal tax rate	28,0	28,0	28,0	28,0
	-Adjusted for:	0,1	0,1	230,9	(30,6)
	Learnership allowances	(0,3)	(0,6)	-	-
	Fair value adjustments	0,5	(0,6)	-	-
	Non-deductible interest	0,6	0,8	229,1	(31,3)
	Other items	(0,7)	0,4	1,8	0,7
	- Foreign exempt income	(2,9)	(1,2)	-	-
	- Foreign tax differential	(2,3)	(5,8)	-	-
	- Prior year: current tax	0,6	0,1	-	-
	- Prior year: deferred tax	0,6	(0,1)	(78,8)	-
	Effective tax rate	24,1	21,1	180,1	(2,6)

The tax losses available for offset in the future across the Group amounted to R9,4 million (2020: R9,2 million).

for the year ended 28 February 2021

			Group
			Actual2021	Actual2020
24.	EARNINGS PER SHARE AND DIVIDENDPER SHARE
	Basic earnings per share	(cents)	46,51	40,77
	Headline earnings per share ("HEPS")	(cents)	47,08	40,78
	Diluted basic earnings per share	(cents)	45,92	40,31
	Diluted HEPS	(cents)	46,49	40,32
	Dividend per share	(cents)	-	7,50

Reconciliation between basic and headline earnings:	Profit onordinaryactivitiesR'000	TaxationeffectR'000	NoncontrollinginterestR'000	NeteffectR'000
28 February 2021
Profit for the period/Basic earnings	91 902	(22 184)	(38)	69 680
Adjusted for:				-
- Loss on disposal of property, plant and equipment	105	(30)	-	75
- Impairment loss on intangible asset	781	-	-	781
Headline earnings	92 788	(22 214)	(38)	70 536
29 February 2020
Profit for the period/Basic earnings	82 416	(17 424)	30	65 022
Adjusted for:
– Loss on disposal of plant and equipment	19	(6)	-	13
Headline earnings	82 435	(17 430)	30	65 035

Number of shares used in the calculations:	2021Shares000's	2020Shares000's
Shares in issue at end of year	161 481	161 361
Weighted Average Number of Ordinary Shares ("WANOS") at end of year*	149 826	159 471
Diluted WANOS at end of year	151 739	161 314
Reconciliation of WANOS to diluted WANOS:
Weighted Average Number of Ordinary Shares ("WANOS") at end of year*	149 826	159 471
Effect of unexercised share options	1 913	1 843
Diluted WANOS at end of year	151 739	161 314

*The Group holds 20 608 070 (2020: 6 928 556) treasury shares via a subsidiary which have been excluded from the WANOS calculations.

		Group		Company
		2021R'000	2020R'000	2021R'000	2020R'000
25.	NOTES TO THE STATEMENTS OF CASH FLOWS
25.1	Cash generated from operations
	Profit before tax	91 902	82 416	39	(1 870)
	Adjustments for:
	Depreciation and amortisation	27 124	24 154	248	267
	Loss on disposal of plant and equipment	105	19	-	-
	Impairment loss on intangible asset	781	-	-	-
	Finance income	(110)	(226)	-	(3)
	Finance costs	5 520	7 666	1 267	2 880
	Foreign exchange gains	(2 203)	(2 178)	-	-
	Fair value loss	3 322	506	-	-
	Movement in defined benefit plan liability	(127)	87	(127)	87
	Equity-settled share-based payment expense	917	765	-	-
	Share of associate companies' profit after tax	(96)	-	-	-
	Modification on lease liability	(259)	-	-	-
	Working capital changes:
	Proceeds from sale of trade receivables	(16 579)	(27 457)	-	-
	(Increase)/decrease in trade and other receivables	(88 160)	37 432	40	2 242
	Increase/(decrease) in trade and other payables	153 848	10 026	(23)	(587)
		175 985	133 210	1 444	3 016
25.2	Tax paid
	Balance at the beginning of the year	(5 955)	(2 631)	-	-
	Income tax expense recognised in profit or loss	(24 233)	(22 700)	-	-
	Foreign exchange translation	(579)	(306)	-	-
	Net balance at the end of the year	9 626	5 955	-	-
		21 141	19 682	-	-
25.3	Acquisition of subsidiaries
	Fair value of assets acquired and liabilities assumed:
	Plant and equipment	-	351	-	-
	Intangible assets	-	6 882	-	-
	Investment in associates	1 246	-	-	-
	Trade and other receivables	-	7 659	-	-
	Cash and cash equivalents	-	5 378	-	-
	Trade and other payables	-	(14 448)	-	-
	Current tax liability	-	(176)	-	-
	Net assets acquired	1 246	5 645	-	-
	Goodwill	-	22 766	-	-
	Total consideration	1 246	28 411	-	-
	Contingent consideration	(411)	(9 774)	-	-
	Settled in cash	835	18 637	-	-
	Less: cash and cash equivalents acquired on acquisition	-	(5 377)	-	-
		835	13 260	-	-

for the year ended 28 February 2021

26. SHARE-BASED PAYMENTS

Equity-settled share-based payment plans

The Group currently operates two share option schemes for certain employees of the Group.

Group Share Option Scheme Number 1

All options in terms of this scheme vest 3 years after grant date and are exercisable on specific nominated dates for a period of 48 months from vesting date.

The options are granted at a price determined by the 30-day volume weighted average price calculated on the day immediately preceding the date the options were granted.

Options are forfeited if the employee leaves the Group before the options have vested or been exercised.

Of the total of 6 700 000 shares approved to be awarded under this scheme, 295 899 shares remain available to be awarded.

	2021		2020
	Number ofshare options	Weightedaverageexercise price(cents)	Number ofshare options	Weightedaverageexercise price(cents)
Outstanding at the beginning of the year	3 852 101	105	3 998 000	110
Granted during the year	-	-	72 750	89
Forfeited during the year	-	-	(218 649)	181
Exercised during the year	(120 000)	43	-	-
Outstanding at the end of the year	3 732 101	107	3 852 101	105
Exercisable at the end of the year	3 659 351	107	3 779 351	105

Group Share Option Scheme Number 2

All options in terms of this scheme vest 5 years after grant date and are exercisable for a period of 36 months from vesting date.

The options are granted at a price determined by the 30-day volume weighted average price calculated on the day immediately preceding the date the options were granted.

Options are forfeited if the employee leaves the Group before the options have vested or been exercised.

Of the total of 6 700 000 shares approved to be awarded under this scheme, 2 275 351 shares remain available to be awarded.

	2021		2020
	Number ofshare options	Weightedaverageexercise price(cents)	Number ofshare options	Weightedaverageexercise price(cents)
Outstanding at the beginning of the year	4 424 649	343	3 207 000	373
Granted during the year	-	-	1 560 000	194
Forfeited during the year	-		(342 351)	343
Outstanding at the end of the year	4 424 649	343	4 424 649	343
Exercisable at the end of the year	1 936 649	415	-	-

The fair value calculation of the options granted was performed by the Group utilising the Black-Scholes formula and employing management's best estimates and information from the Company's bankers and other independent institutions.

The inputs into the model were as follows:

		Group
		2021	2020
Scheme 1 Issue 1
Weighted average share price	(cents)	85,0	85,0
Weighted average exercise price (Net of 50% company contribution)	(cents)	42,5	42,5
Expected volatility	(%)	45,56	45,56
Expected option lifetime	(years)	3	3
Risk-free rate based on zero-coupon government bond yield	(%)	5,11	5,11
Expected dividend yield	(%)	2,98	2,98
Scheme 1 Issue 2
Weighted average share price	(cents)	186,00	186,00
Weighted average exercise price (Net of 50% company contribution)	(cents)	93,00	93,00
Expected volatility	(%)	37,70	37,70
Expected option lifetime	(years)	3,00	3,00
Risk-free rate based on zero-coupon government bond yield	(%)	7,36	7,36
Expected dividend yield	(%)	3,00	3,00
Scheme 1 Issue 3
Weighted average share price	(cents)	415,00	415,00
Weighted average exercise price (Net of 50% company contribution)	(cents)	207,50	207,50
Expected volatility	(%)	19,48	19,48
Expected option lifetime	(years)	3,00	3,00
Risk-free rate based on zero-coupon government bond yield	(%)	8,63	8,63
Expected dividend yield	(%)	1,50	1,50
Scheme 1 Issue 4
Weighted average share price	(cents)	178,00	178,00
Weighted average exercise price (Net of 50% company contribution)	(cents)	89,00	89,00
Expected volatility	(%)	44,00	44,00
Expected option lifetime	(years)	3,00	3,00
Risk-free rate based on zero-coupon government bond yield	(%)	8,16	8,16
Expected dividend yield	(%)	1,50	1,50
Scheme 2 Issue 1
Weighted average share price	(cents)	415,00	415,00
Weighted average exercise price	(cents)	415,00	415,00
Expected volatility	(%)	16,52	16,52
Expected option lifetime	(years)	5,00	5,00
Risk-free rate based on zero-coupon government bond yield	(%)	8,63	8,63
Expected dividend yield	(%)	1,50	1,50

for the year ended 28 February 2021

		Group
		2021	2021
Scheme 2 Issue 2
Weighted average share price	(cents)	298,12	298,12
Weighted average exercise price	(cents)	298,12	298,12
Expected volatility	(%)	20,86	20,86
Expected option lifetime	(years)	5,00	5,00
Risk-free rate based on zero-coupon government bond yield	(%)	7,90	7,90
Expected dividend yield	(%)	1,50	1,50
Scheme 2 Issue 3
Weighted average share price	(cents)	194,00	194,00
Weighted average exercise price	(cents)	194,00	194,00
Expected volatility	(%)	21,10	21,10
Expected option lifetime	(years)	5,00	5,00
Risk-free rate based on zero-coupon government bond yield	(%)	8,15	8,15
Expected dividend yield	(%)	1,50	1,50

The expected volatility is determined utilising a model to calculate the forecasted average 30-day volatility in the Company's share price over the vesting period of the option. The inputs utilised in the model are based on historical data and management's best estimate of forward market projections.

For Share Option Scheme Number 1, the weighted average exercise price for the calculation of the fair value of the options takes into account a 50% cash contribution from the Company upon exercise, in terms of the approved scheme.

The share-based payment reserve is realised as options are exercised by employees through the transfer to an issue of shares, or where the employee forfeits their options through a transfer to retained earnings. There were no transfers in the current or prior reporting period.

The Group recognised an expense related to these equity-settled share-based payment transactions during the reporting period, which has been disclosed in note 19.

for the year ended 28 February 2021

27. RELATED PARTIES

During the reporting period, the Company, in the ordinary course of business, entered into various transactions with its subsidiaries.

These transactions occurred under terms that are no more or less favourable than those arranged with third party companies.

Amounts owing from and to related parties are included in notes 10 and 16 respectively.

A list of all subsidiaries is included in note 5 and the investment in associate is included in note 6.

The ultimate parent of the Group is Santova Ltd. Members of key management include the Group's directors and executive management team and are disclosed in note 20.

	Gross billings forgoods and services		goods and services	Net outstanding balancesarising from sale/purchase of
	2021R'000	2020R'000	2021R'000	2020R'000
Goods and services sold to:
ASM Logistics (S) Pte Ltd	-	54	-	-
Santova Corporate Services (Pty) Ltd	586	1 430	-	-
Santova Financial Services (Pty) Ltd	82	170	-	-
Santova International Holdings (Pty) Ltd	60
Santova International Trade Solutions (Pty) Ltd	22	254	-	-
Santova Logistics (Pty) Ltd	4 333	3 280	-	-
Santova Logistics B.V. (Netherlands)	400	541	-	-
Santova Logistics GmbH (Germany)	58	115	-	-
Santova Logistics Ltd (Hong Kong)	102	134	-	-
Santova Logistics Ltd (Mauritius)	-	-	54	54
Santova Logistics Pty Ltd (Australia)	209	274	35	38
Tradeway (Shipping) Ltd (United Kingdom)	321	451	-	-
W.M. Shipping Ltd (United Kingdom)	463	650	-	-
	6 636	7 353	89	92

	related parties	Interest on loans (from)/to	Loans to/(from) related parties
	2021R'000	2020R'000	2021R'000	2020R'000
COMPANY
Santova Corporate Services (Pty) Ltd	-	-	(14 480)	(11 730)
Santova Financial Services (Pty) Ltd	-	-	22 768	(900)
Santova International Holdings (Pty) Ltd	-	-	6 796	30 720
Santova International Trade Solutions (Pty) Ltd	-	-	(1 850)	(850)
Santova Logistics (Pty) Ltd	(870)	(791)	(18 307)	(10 862)
	(870)	(791)	(5 073)	6 378

for the year ended 28 February 2021

			Group		Company
		Notes	2021R'000	2020R'000	2021R'000	2020R'000
28.	FINANCIAL RISK MANAGEMENTCategories of financial instruments
	Financial assets
	Financial assets at amortised cost		601 097	587 348	29 670	30 851
	Trade receivables	9	591 768	581 421	106	131
	Other receivables	9	9 329	5 927	-	-
	Amounts owing from related parties	10	-	-	29 564	30 720
	Financial assets at fair value through profit or loss		8 006	9 300	-	-
	Held for trading
	Forward exchange contracts	7	448	142	-	-
	Designated
	Future profit share on rental agreement	7	4 056	5 656	-	-
	Guardrisk cell captive	7	3 502	3 502	-	-
	Cash and cash equivalents		190 031	134 402	1 703	4 961
	Financial liabilities
	Financial liabilities at amortised cost		492 687	532 824	34 870	39 535
	Trade payables	15	258 287	157 734	233	257
	Amounts owing to related parties	16	285	294	34 637	24 342
	Interest-bearing borrowings	12	32 591	51 251	-	14 936
	Overdrafts and bank facilities	17	201 524	218 103	-	-
	Financial liabilities at fair value through profit or loss		20 339	36 300	-	-
	Held for trading
	Contingent consideration	7	20 064	36 300	-	-
	Forward exchange contracts	7	275	-	-	-

Financial risk management objectives

The Group has exposure to the following risks arising from financial instruments:

• foreign currency risk

• interest rate risk

• credit risk

• liquidity risk

The risk management policies of the Group relating to each of these risks is discussed in each of the following sub-sections.

28.1 Foreign currency risk

As a result of the Group's extensive investments in offshore operating subsidiaries, which contributed the majority of its profit for the reporting period and the fact that the Group's revenue is generated through the international movement of goods, the Group has significant exposure to foreign currency risk. This exposure is created and impacts the financial results of the Group in a number of ways:

• 1. Translation differences arising from generation and reporting of profits from the Group's offshore subsidiaries in foreign currencies that are converted into Rands, the functional currency of the Group, at the prevailing average foreign exchange rates during the reporting period, which impact directly on profit or loss.
• 1. Translation differences arising from the revaluation into Rands, the functional currency of the Group, at reporting date, of the Group's foreign currency denominated carrying amount and goodwill in its foreign subsidiaries, which are recognised in in OCI.
• 1. Foreign currency gains or losses that arise within all the Group's operating entities from the translation of foreign currency assets and liabilities into the functional currency of each operating entity, which impact directly on profit or loss of those entities.
• 1. The Group's revenues are generated by logistics fees and margins earned through facilitating the flow of goods internationally for clients. These logistics fees and margins are directly linked to the underlying value of the goods and recoverable disbursements incurred by the Group on behalf of their customers. The underlying value of the goods transported and recoverable disbursements incurred are generally valued in currencies other than the Group's functional currency, and therefore foreign currency fluctuations directly impact on revenues generated.

The Group's policy is to cover the exposures related to all foreign currency assets and liabilities that will be settled into Rands, that arise in the ordinary course of business by utilising forward exchange contracts. The Group does not apply hedge accounting relating to this risk.

		2021
	Notes	TotalR'000	TotalEuro'000	TotalGBP'000	TotalAU$'000	TotalHK$'000	TotalMUR'000	TotalSGD'000
Assets
Property, plant andequipment	2	23 571	36	1 023	72	29	22	48
ROU assets	3	31 959	477	613	728	729	-	47
Intangible assets	4	244 766	2 295	8 572	987	-	-	1 017
Trade receivables	9	276 641	4 213	5 092	2 279	26 853	1 168	1 227
Other receivables	9	48 246	231	1 819	384	403	377	40
Current tax assets		-	-	-	-	-	-	-
Cash and cash equivalents		164 871	3 525	2 609	1 569	7 750	50	1 113
Liabilities
Trade and other payables	15	(287 783)	(5 139)	(5 581)	(1 273)	(23 830)	(4 504)	(1 257)
Current tax liabilties		(8 891)	(85)	(257)	-	(390)	-	(106)
Interest-bearing borrowings	12	(14 155)	(754)	-	-	-	-	(37)
Financial liabilities	7	(19 654)	(404)	(585)	-	-	-	-
Lease liabilities	14	(30 271)	(350)	(636)	(728)	(784)	-	(49)
Overdrafts andbank facilities	17	(2)	-	-	-	-	-	-
		429 298	4 045	12 669	4 018	10 760	(2 887)	2 043

The carrying amount of the Group's uncovered foreign currency denominated monetary assets and monetary liabilities at the reporting dates are as follows:

for the year ended 28 February 2021

		2020
	Notes	TotalR'000	TotalEuro'000	TotalGBP'000	TotalAU$'000	TotalHK$'000	TotalMUR'000	TotalSGD'000
Assets
Property, plant andequipment	2	24 070	60	1 075	75	46	28	59
ROU assets	3	37 817	595	797	771	1 275	-	168
Intangible assets	4	241 406	2 231	8 991	1 128	-	-	1 027
Trade receivables	9	196 789	3 033	5 100	2 023	5 680	2 102	862
Other receivables	9	13 753	101	330	364	367	341	74
Current tax assets		34	1	-	-	6	-	-
Cash and cash equivalents		116 863	2 154	2 293	1 071	6 905	2 211	736
Liabilities
Trade and other payables	15	(155 880)	(3 363)	(3 308)	(899)	(6 036)	(7 104)	(682)
Current tax liabilties		(5 891)	-	(261)	-	-	-	(59)
Interest-bearing borrowings	12	(13 739)	(740)	-	-	-	-	(89)
Financial liabilities	7	(33 178)	(642)	(1 105)	-	-	-	-
Lease liabilities	14	(33 878)	(336)	(816)	(771)	(1 330)	-	(112)
Overdrafts andbank facilities	17	(2 028)	-	-	-	-	-	(181)
		386 138	3 094	13 096	3 762	6 913	(2 422)	1 803

The following details the Group's sensitivity to an aggregate 10% increase or decrease, at reporting date, in the Rand against these uncovered foreign currency denominated monetary assets and monetary liabilities. The amounts below indicate the amounts by which OCI and equity would increase or decrease if the Rand strengthens or weakens by 10%.

	Group
Sensitivity analysis	2021	2020
+ 10%	42 930	38 749
- 10%	(42 930)	(38 749)

The profit or loss attributable to equity holders of the Company generated in currencies other than the Group's functional currency for the reporting period is as follows:

	2021 Group
	TotalR'000	TotalEuro'000	TotalGBP'000	TotalAU$'000	TotalHK$'000	TotalMUR'000	TotalSGD'000
Profit or loss for the yearattributable to equity holdersof the Company	74 674	1 174	1 602	632	3 579	(2 711)	355
	2020 Group
	TotalR'000	TotalEuro'000	TotalGBP'000	TotalAU$'000	TotalHK$'000	TotalMUR'000	TotalSGD'000

Foreign currency sensitivity analysis

The following details the Group's sensitivity to an aggregate 10% increase or decrease in the Rand during the reporting period against the profit attributable to equity holders of the Company. The amounts below indicate the amounts by which profit or loss and equity would increase or decrease if the Rand strengthens or weakens by 10%.

	Group
Sensitivity analysis	2021	2020
+ 10%	7 468	4 358
- 10%	(7 468)	(4 358)

28.2 Interest rate risk

The Group is exposed to interest rate risk in respect of variable rate borrowings and variable rate disbursement fees and interest earned on monies disbursed on behalf of customers. This risk is managed predominantly through monitoring and negotiation of interest rates by management on an ongoing basis with financiers and customers.

Interest rate sensitivity

The sensitivity analysis has been determined based on the exposure of interest-bearing borrowings to a 50 basis point increase or decrease in the cost of finance. In the case of finance costs incurred on short-term borrowings to fund recoverable disbursements on behalf of customers, a period of 45 days has been used, being the average credit term granted on trade receivables and the maximum potential rate gap period before which the interest received from customers can be repriced. In the case of finance costs incurred on long-term borrowings, a period of 365 days has been used assuming an annual renegotiation of facilities.

		Group
Sensitivity analysis	2021R'000	2020R'000
If the interest rates had been 50 basis points higher/lower and all other variables heldconstant, the Group's profit (pre-tax) would increase/decrease by:	287	391

for the year ended 28 February 2021

28.3 Credit risk

Credit risk is the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. The credit risk is concentrated in the Group's trade receivables and cash and cash equivalents.

The Group's exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management also considers the factors that may influence the credit risk of its customer base, including the default risk associated with the industry and country in which customers operate.

The Risk Management Committee has established a credit policy under which each new customer is anaylsed individually for credit worthiness. Sale limits are established in accordance with the Group's Delegation of Authority and reviewed monthly. In the event a customer trades above its limit, specific approvals are required.

The Group mitigates credit risk through transacting with a widespread geographical and sectoral customer base and through the ongoing credit evaluation of the financial condition of its customers, resulting in the fact that no single customer contributes more than 5% of total Group revenue.

In the case of SA trade receivables where credit risk is deemed to be higher as a result of the legal obligation imposed by regulatory authorities for the Group to fund significant recoverable disbursements on behalf of customers, credit guarantee insurance cover is purchased for all debtors. This credit insurance cover is provided by Coface SA and covers 80% to 90% of the outstanding trade receivable balance in the event of default.

In the case of trade receivables within the Group's foreign subsidiaries, the materiality of potential financial losses as a result of default is not deemed to be as significant due to the fact that these operations are not required to fund recoverable disbursements on behalf of customers. Therefore, the Group does not take out credit insurance cover in its foreign operations, but recognises adequate loss allowance in respect of credit risk.

At the reporting date, the Group does not consider there to be any material credit risk that has not been insured or adequately provided for.

The carrying amount of the financial assets recognised in the statement of financial position, grossed up for any impairment losses, represents the Group's maximum exposure to credit risk.

	Group		Company
	2021R'000	2020R'000	2021R'000	2020R'000
Not past due	462 377	442 799	106	131
Past due but not impaired:
- 0 to 30 days	81 800	97 047	-	-
- 31 to 60 days	15 321	33 950	-	-
- over 60 days	72 469	19 717	-	-
Trade receivables	631 967	593 513	106	131
Loss allowance (refer to note 9)	(40 199)	(12 092)	-	-
Total trade receivables	591 768	581 421	106	131

The Group grants varied credit terms of between 7 to 60 days to its customers. The analysis of trade receivables which are past due at reporting date is as follows:

2021	BalanceR'000	ECLrate* %	LossallowanceR'000
Not past due	462 377	2,62	12 136
Past due:
- 0 to 30 days	81 800	2,10	1 717
- 31 to 60 days	15 321	5,56	852
- over 60 days	52 387	10,33	5 412
- impaired	20 082	100,00	20 082
	631 967	6,36	40 199

The following tables address the credit risk exposure on the Group's trade receivables using a provision matrix:

2020	BalanceR'000	ECLrate* %	LossallowanceR'000
Not past due	442 799	1,64	7 268
Past due:
- 0 to 30 days	97 047	1,17	1 138
- 31 to 60 days	33 950	2,93	996
- over 60 days	18 089	5,88	1 063
- impaired	1 628	100,00	1 628
	593 513	2,04	12 093

*The Expected Credit Losses ("ECLs") on these financial assets are estimated using a provision matrix based on the Group's historical credit loss experience, adjusted for following factors:

General macro-economic conditions of the countries we operate in such as:

• GDP performance

• Inflation

- Interest rates

• COVID-19 impact

Entity specific micro-economic conditions in the geographies that we operate in such as:

• Industry performance

• Customer profile of the Group and a breakdown of whether these customers are largely corporate customers or individuals.

• Credit quality of our customers

• Collateral or security held

The ECL rate is based on the lifetime expected credit losses as the Group applies the simplified approach in determining ECL. Where there is objective evidence that trade and other receivables are impaired, the credit loss are assessed specific to the respective balance and the ECLs not applied. Given the ongoing uncertainty regarding the effect of COVID-19 and related effect of the credit quality of customers, management have adjusted the expected loss rates to ensure that an approach that reflects the current market uncertainty is adopted.

Cash and cash equivalents

The Group held cash and cash equivalents of R190 million at 28 February 2021 (2020: R134 million). The Group limits its exposure in relation to cash balances by only dealing with well-established financial institutions of high quality credit standing.

ECLs on cash and cash equivalents has been measured on a 12-month ECL basis and reflects the short maturities of the exposures. The Group considers that its cash and cash equivalents have low credit risk based on the external credit ratings of the counterparties.

for the year ended 28 February 2021

28.4 Liquidity risk

Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset.

The ultimate responsibility for liquidity risk management rests with the Board. The Group manages liquidity risk by maintaining adequate reserves and banking facilities and by continuously monitoring cash flows and the maturity profiles of financial assets and financial liabilities. There were no defaults of terms with lenders during the reporting period.

The Group has continued to enjoy uninterrupted access to its facilities, which at the reporting date amounted to:

		Group			Company
	Notes	2021R'000	2020R'000	2021R'000	2020R'000
Facilities available
Bank overdraft	17	13 648	16 544	-	-
Medium-term loans	12	75 000	102 471	-	14 936
Invoice discounting facilities	17	368 102	365 916	-	-
Total facilities available		456 750	484 931	-	14 936
Facilities utilised at reporting date
Bank overdraft	17	11	3	-	-
Medium-term loans	12	18 436	51 251	-	14 936
Invoice discounting facilities	17	201 513	218 103	-	-
Total facilities utilised		219 960	269 357	-	14 936
Available unutilised facilities
Bank overdraft	17	13 637	16 541	-	-
Medium-term loans	12	56 564	51 220	-	-
Invoice discounting facilities	17	166 589	147 813	-	-
Total available unutilised facilities		236 790	215 574	-	-

74 | Santova Limited Consolidated and Separate Financial Statements 2021

The following are the remaining contractual maturities of financial assets and financial liabilities at the reporting date. The amounts are gross and undiscounted, and include contractual interest payments, exclude the impact of netting agreements and exclude all non-financial instruments.

	Notes	Within onemonthR'000	One to threemonthsR'000	Three totwelve monthsR'000	Greater thantwelve monthsR'000	TotalR'000
2021
Non-interest bearing
Trade receivables	9	324 545	-	-	-	324 545
Other receivables	9	-	-	9 329	-	9 329
Interest-bearing
Trade receivables	9	121 048	146 175	-	-	267 223
		445 593	146 175	9 329	-	601 097
2020
Non-interest bearing
Trade receivables	9	332 227	9 197	-	-	341 424
Other receivables	9	-	-	5 927	-	5 927
Interest-bearing				-
Trade receivables	9	146 090	93 907	-	-	239 997
		478 317	103 104	5 927	-	587 348

The following table details the Group's remaining contractual maturity for its non-derivative financial liabilities:

	Notes	Within onemonthR'000	One to threemonthsR'000	Three totwelve monthsR'000	Greater thantwelve monthsR'000	TotalR'000
2021
Non-interest bearing
Trade payables	15	258 287	-	-	-	258 287
Interest-bearing
Amounts owing to related parties	16	285	-	-	-	285
Interest-bearing borrowings	12	113	14 680	5 391	14 287	34 471
Overdrafts and bank facilities	17	91 530	111 425	-	-	202 955
		350 215	126 105	5 391	14 287	495 998
2020
Non-interest bearing
Trade payables	15	157 734	-	-	-	157 734
Interest-bearing
Amounts owing torelated parties	16	294	-	-	-	294
Interest-bearing borrowings	12	312	19 047	17 632	20 836	57 827
Overdrafts and bank facilities	17	133 288	86 692	-	-	219 980
		291 628	105 739	17 632	20 836	435 835

Santova Limited Consolidated and Separate Financial Statements 2021 | 75

for the year ended 28 February 2021

The following table details the Group's remaining contractual maturity for its derivative financial assets:

	Notes	Within onemonthR'000	One to threemonthsR'000	Three totwelve monthsR'000	Greater thantwelve monthsR'000	TotalR'000
2021
Forward exchange contracts	7	448	-	-	-	448
Profit share on rental agreement	7	-	-	-	3 502	3 502
Insurance cell captive	7	-	-	-	4 056	4 056
		448	-	-	7 558	8 006
2020
Forward exchange contracts	7	142	-	-	-	142
Profit share on rental agreement	7	-	-	-	3 502	3 502
Insurance cell captive	7	-	-	-	5 656	5 656
		142	-	-	9 158	9 300

The following table details the Group's remaining contractual maturity for its derivative financial liabilities:

		Within onemonthR'000	One to threemonthsR'000	Three totwelve monthsR'000	Greater thantwelve monthsR'000	TotalR'000
2021
Contingent consideration	7			19 207	857	20 064
Forward exchange contracts	7	275	-	-	-	275
		275	-	19 207	857	20 339
2020		275	-	19 207	857	20 339
Contingent consideration	7			19 910	16 390	36 300
Forward exchange contracts	7	-	-	-	-	-
		-	-	19 910	16 390	36 300

28.5 Capital risk management

The Group manages the capital at its disposal so as to ensure that the Group will be able to continue as a going concern to maximise the return to shareholders.

The Group's capital consists of shareholders' funds, debt, and cash and cash equivalents and the Group's strategy is to maintain an optimal mix of this capital so as to minimise the cost of capital and to have sufficient capital available for allocation to the Group's business operations.

There has been no change to the Group's approach to capital management during the reporting period.

The Group is subject to externally imposed capital requirements by its primary transactional bankers arising in the ordinary course of securing funding facilities (refer to note 17). These capital requirements relate to minimum required levels of shareholders' funds, maximum ratio of debt to EBITDA, and minimum interest cover ratios, and there have been no breaches or defaults of these capital requirements during the reporting period.

The Group monitors its capital on the basis of a gearing ratio, which is calculated as total interest-bearing borrowings less cash and cash equivalents, divided by total capital and reserves.

The Group's gearing ratio at reporting date was as follows:

		Group
	2021R'000	2020R'000
Interest-bearing borrowings, overdrafts and discounting facilities	234 115	270 707
Less: cash and cash equivalents	190 031	135 756
Net debt	44 084	134 951
Total capital and reserves	619 041	564 533
Gearing ratio	7,1%	23,9%

The levels of gearing within the Group are considered appropriate based on the financing activities undertaken on behalf of its customers, from which the Group generates a market and risk-related net interest margin. In addition, the majority of debt originates from upfront payments received upon the discounting of a portion of its debtors book, which is secured by credit underwriting policies protecting the Group up to between 80% and 90% of the value of the outstanding receivables.

The Board has satisfied itself with regard to the debt levels of the Group and note that gearing remains low with no close proximity to any debt covenant triggers.

29. EVENTS AFTER THE REPORTING PERIOD

There were no events material to the understanding of the financial statements that occurred in the period between the reporting date and the publication date of the financial statements, except for the ongoing effects of the COVID-19 pandemic.

30. GOING CONCERN

Following due consideration of the operating budgets, an assessment of solvency and liquidity, the key risks and the impact of the COVID-19 pandemic and other pertinent matters presented by management, the directors have recorded that they have reasonable expectations that the Group and Company have adequate resources and the ability to continue in operations for the foreseeable future. For these reasons, the financial statements have been prepared on the going concern basis. However, the extent of the impact of the COVID-19 pandemic remains uncertain and cannot be predicted by the directors.

CORPORATE INFORMATION

SANTOVA LIMITED Country of Incorporation Republic of South Africa

Registration Number 1998/018118/06

Share Code SNV

ISIN ZAE000159711

NATURE OF BUSINESS International logistics solutions provider

DIRECTORS Independent Non-Executive Directors WA Lombard (Chairman) ESC Garner EM Ngubo

Executive Directors GH Gerber (Chief Executive Officer) RM Herselman (Group Financial Director) AL van Zyl

COMPANY SECRETARY JA Lupton, FCG Highway Corporate Services (Pty) Ltd PO Box 1319, Hillcrest, 3650, South Africa

JSE SPONSOR River Group Unit 2, 211 Kloof Street, Waterkloof, Pretoria, 0145, South Africa

GROUP AUDITOR Moore Johannesburg Inc. 50 Oxford Road, Parktown, Johannesburg, 2193, South Africa

SHARE REGISTRAR Computershare Investor Services (Pty) Ltd Private Bag X9000, Saxonwold, 2132, South Africa

INVESTOR RELATIONS Contact Persons GH Gerber (Chief Executive Officer) RM Herselman (Group Financial Director)

Email Address investor@santova.com

Contact Number +27 31 521 0160

SANTOVA HEAD OFFICE AND REGISTERED OFFICE

Physical Address Level 3 West, 1 Ncondo Place, Umhlanga Ridge, 4319, South Africa

Postal Address PO Box 6148, Durban, 4000, South Africa

Registered Office Santova House, 88 Mahatma Gandhi Road, Durban, 4001, South Africa

Contact Number +27 31 521 0160

CORPORATE BANKERS

Nedbank Limited PO Box 1144, Sandown, 2196, South Africa

CORPORATE STRUCTURE

*Dormant and non-trading entities are excluded from the Group structure.

A Specialist Provider of Innovative Global Trade Solutions.

• ✛ Santova's diversification in terms of geographies, currencies, industries, products and services enables it to manage a global network of inter-connected activities for multinational organisations from origin to point-of-consumption.
• ✛ This diversification also enables it to hedge against unexpected 'regional risks' whilst at the same time allowing it to capitalise on opportunities that may present themselves globally.

Head Office Level 3 West, 1 Ncondo Place, Umhlanga Ridge, 4319, South Africa

Tel: +27 031 521 0160 Email: enquiries@santova.com www.santova.com