NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

CORPORATE INFORMATION

Clover Industries Limited (the “Company”) is a company incorporated and domiciled in South Africa. The consolidated financial statements of the Group for the year ended 30 June 2016 comprise the Company and its subsidiary companies (together referred to as the “Group”) and the Group's interest in jointly controlled entities. The companies within the Group have co-terminous year-ends. The consolidated financial statements of Clover Industries Limited for the year ended 30 June 2016 were authorised for issue in accordance with a resolution of the Directors on 12 September 2016. The Group's operations and principal activities are set out in the Directors' report.

BASIS OF ACCOUNTING

2.1

Basis of preparation

Statement of compliance

The consolidated and separate financial statements are prepared in compliance with International Financial Reporting Standards (IFRS) and Interpretations of those standards as issued by the International Accounting Standards Board, the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee and Financial Reporting Pronouncements as issued by Financial Reporting Standards Council and the South African Companies Act of 2008.

Preparation

The consolidated and separate financial statements are presented in Rands, which is the Company's functional currency, rounded to the nearest thousand. They are prepared on the historical-cost basis unless otherwise stated.

The preparation of financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. These estimates and associated assumptions are based on experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ significantly from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis.

Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. Judgements made by management that have a significant effect on the financial statements and estimates with a significant risk of material adjustment in the next year are discussed in Note 2.3. The accounting policies set out below have been applied consistently to all periods presented in these financial statements unless stated otherwise.

Basis of consolidation

Subsidiaries and business combinations

Subsidiaries are entities controlled by the Company. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Group controls an investee if and only if the Group has:

•	power over the investee (ie existing rights that give it the current ability to direct the relevant activities of the investee);
•	exposure, or rights, to variable returns from its involvement with the investee; and
•	the ability to use its power over the investee to affect its returns.

When the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including:

•	the contractual arrangement with the other vote holders of the investee;
•	rights arising from other contractual arrangements; and
•	the Group's voting rights and potential voting rights.

The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in the statement of comprehensive income from the date the Group gains control until the date the Group ceases to control the subsidiary.

Profit or loss and each component of other comprehensive income (“OCI”) are attributed to the equity holders of the parent of the Group and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance.

When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Group's accounting policies. All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation.

A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction.

If the Group loses control over a subsidiary, it:

•	derecognises the assets (including goodwill) and liabilities of the subsidiary;
•	derecognises the carrying amount of any non-controlling interests;
•	recognises the fair value of the consideration received;
•	recognises the fair value of any investment retained;
•	recognises any surplus or deficit in profit or loss; and
•	reclassifies the parent's share of components previously recognised in OCI to profit or loss or retained earnings, as appropriate, as would be required if the Group had directly disposed of the related assets or liabilities.

Transactions eliminated on consolidation
Intra-group balances and unrealised gains and losses or income and expenses arising from intra-group transactions are eliminated in preparing the consolidated financial statements. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment. Impairment losses on transactions are recognised immediately if the loss provides evidence of a reduction in the recoverable amount of related assets.

Non-controlling interest
Non-controlling interest represents the portion of profit or loss and the net assets not held by the Group and are presented separately in the statement of comprehensive income and within equity in the consolidated statement of financial position, separately from parent shareholders' equity.

Investment in joint ventures
A joint venture is a type of joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the joint venture. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require unanimous consent of the parties sharing control.

The considerations made in determining significant influence or joint control are similar to those necessary to determine control over subsidiaries.

The Group's investments in joint ventures are accounted for using the equity method. Under the equity method, the investment in a joint venture is initially recognised at cost. The carrying amount of the investment is adjusted to recognise changes in the Group's share of net assets of the joint venture since the acquisition date. Goodwill relating to the joint venture is included in the carrying amount of the investment and is neither amortised nor individually tested for impairment.

The statement of profit or loss reflects the Group's share of the results of operations of the joint venture. Any change in OCI of those investees is presented as part of the Group's OCI. In addition, when there has been a change recognised directly in the equity of the joint venture, the Group recognises its share of any changes, when applicable, in the statement of changes in equity. Unrealised gains and losses resulting from transactions between the Group and the joint venture are eliminated to the extent of the interest in the joint venture.

The aggregate of the Group's share of profit or loss of a joint venture is shown on the face of the statement of profit or loss outside operating profit and represents profit or loss after tax and non-controlling interests in the subsidiaries of the joint venture.

The financial statements of the joint venture are prepared for the same reporting period as the Group. When necessary, adjustments are made to bring the accounting policies in line with those of the Group.

After application of the equity method, the Group determines whether it is necessary to recognise an impairment loss on its investment in its joint venture. At each reporting date, the Group determines whether there is objective evidence that the investment in the joint venture is impaired. If there is such evidence, the Group calculates the amount of impairment as the difference between the recoverable amount of the joint venture and its carrying value, then recognises the loss as ‘Share of profit of a joint venture' in the statement of profit or loss. Upon loss of the joint control over the joint venture, the Group measures and recognises any retained investment at its fair value. Any difference between the carrying amount of the joint venture upon loss of joint control and the fair value of the retained investment and proceeds from disposal is recognised in profit or loss.

Changes in accounting policies and disclosures

The accounting policies adopted are consistent with those of the previous financial year. No new and amended IFRS and IFRIC interpretations were adopted by the Group during the year.

2.2

Standards, interpretations and amendments issued that are not yet effective

At the date of authorisation of the Group Annual Financial Statements for the year ended 30 June 2016, the following standards and interpretations were in issue but not yet effective:

•	IAS 1 Disclosure Initiative – Amendments
•	IAS 27 – Equity Method in Separate Financial Statements – Amendments to IAS 27
•	IFRS 9 Financial Instruments
•	IFRS 15 Revenue from Contracts with Customers
•	IFRS 16 Leases
•	IAS 7 Disclosure Initiative – Amendments to IAS 7
•	IFRS 2 Classification and Measurement of Share-based Payment Transactions – Amendments to IFRS 2
•	IAS 12 Recognition of Deferred Tax Assets for Unrealised Losses – Amendments to IAS 12
•	Annual Improvement Plan – issued in 2014

The standards must be implemented for annual periods beginning on or after the effective dates. The Directors are of the opinion that the impact of the application of the standards will be as follows:

•	IAS 1 Disclosure Initiative – Amendments:
	The amendments to IAS 1 Presentation of Financial Statements clarify, rather than significantly changes, existing IAS 1 requirements.

The amendments clarify:

•	The materiality requirements in IAS 1
•	That specific line items in the Statement(s) of Profit or Loss and OCI and the Statement of Financial Position may be disaggregated
•	That entities have flexibility as to the order in which they present the notes to financial statements
•	That the share of OCI of associates and joint ventures accounted for using the equity method must be presented in aggregate as a single line item, and classified between those items that will or will not be subsequently reclassified to profit or loss.

Furthermore, the amendments clarify the requirements that apply when additional sub-totals are presented in the statement of financial position and the statement(s) of profit or loss and other comprehensive income.

The amendment is effective for annual periods beginning on or after 1 January 2016. The amendments to this standard are expected to have an impact on the presentation and disclosures of joint ventures of the Group in future periods. Currently there are no items in OCI for joint ventures that will need to be classified separately.

•	IAS 27 – Separate Financial Statements – Amendments The amended IAS 27 allows an entity to use the equity method to account for its investments in subsidiaries, joint venture and associates in its separate financial statements. Consequently, an entity is permitted to account for these investments either:
•	at cost; or
•	In accordance with IFRS 9 (IAS 39); or
•	using the equity method.

This is an accounting policy choice for each category of investment.

The amendment is effective for annual periods beginning on or after 1 January 2016.

This amendment is not expected to have a material impact on the financial statements of the Company or the Group as the Company and Group are not considering a change to its current accounting policy choice.

•

IFRS 9 Financial Instruments (Amendment)

The International Accounting Standards Board (IASB) has published the final version of IFRS 9 Financial Instruments, bringing together the classification and measurement, impairment and general hedge accounting phases of the IASB's project to replace IAS 39 Financial Instruments: Recognition and Measurement. This version adds a new expected loss impairment model and limited amendments, to classification and measurement for financial assets. The Standard supersedes all previous versions of IFRS 9 and is effective for periods beginning on or after 1 January 2018. The Group is currently assessing the full impact of the amendments, but due to the limited types of financial instruments entered into by the Group, only the disclosure is expected to be impacted on items like the provision for bad debts.

•

IFRS 15 – Revenue from Contracts with Customers

IFRS 15 replaces all existing revenue requirements in IFRS (IAS 11 Construction Contracts, IAS 18 Revenue, IFRIC 13 Customer Loyalty Programmes, IFRIC 15 Agreements for the Construction of Real Estate, IFRIC 18 Transfers of Assets from Customers and SIC 31 Revenue – Barter Transactions Involving Advertising Services) and applies to all revenue arising from contracts with customers. It also provides a model for the recognition and measurement of disposal of certain non-financial assets including property, equipment and intangible assets.

The standard outlines the principles an entity must apply to measure and recognise revenue. The core principle is that an entity will recognise revenue at an amount that reflects the consideration to which the entity expects to be entitled in exchange for transferring goods or services to a customer.

The principles in IFRS 15 will be applied using a five-step model:

1	Identify the contract(s) with a customer
2	Identify the performance obligations in the contract
3	Determine the transaction price
4	Allocate the transaction price to the performance obligations in the contract
5	Recognise revenue when (or as) the entity satisfies a performance obligation

The standard requires entities to exercise judgement, taking into consideration all of the relevant facts and circumstances when applying each step of the model to contracts with their customers. The standard also specifies how to account for the incremental costs of obtaining a contract and the costs directly related to fulfilling a contract.

The new standard is effective for annual periods beginning on or after 1 January 2018, therefore this standard will be effective for the 30 June 2019 financial year.

The Company is still in the process of assessing the full impact of the standard. Performance obligations and transaction price allocations that are being considered include but are not limited to co-operative advertising, distribution and distribution centre allowances, settlement discounts, growth incentives, rebates, store deliveries, merchandising and quality assurance. However, from preliminary evaluations the impact is not expected to be significant on the measurement and recognition of revenue but additional disclosure will be required.

.•

IFRS 16 Leases

The scope of IFRS 16 includes leases of all assets, with certain exceptions. A lease is defined as a contract, or part of a contract, that conveys the right to use an asset (the underlying asset) for a period of time in exchange for consideration.

IFRS 16 requires lessees to account for all leases under a single on-balance sheet model in a similar way to finance leases under IAS 17. The standard includes two recognition exemptions for lessees – leases of 'low-value' assets (e.g., personal computers) and short-term leases (i.e., leases with a lease term of 12 months or less). At the commencement date of a lease, a lessee will recognise a liability to make lease payments (i.e., the lease liability) and an asset representing the right to use the underlying asset during the lease term (i.e., the right-of-use asset).

Lessees will be required to separately recognise the interest expense on the lease liability and the depreciation expense on the right-of-use asset.

Lessees will be required to remeasure the lease liability upon the occurrence of certain events (e.g., a change in the lease term, a change in future lease payments resulting from a change in an index or rate used to determine those payments). The lessee will generally recognise the amount of the remeasurement of the lease liability as an adjustment to the right-of-use asset.

Lessor accounting is substantially unchanged from today's accounting under IAS 17. Lessors will continue to classify all leases using the same classification principle as in IAS 17 and distinguish between two types of leases: operating and finance leases.

The Group is still in the process of assessing the full impact of the standard.

The new standard is effective for annual periods beginning on or after 1 January 2019.

•

IAS 7 Disclosure Initiative – Amendments to IAS 7

The amendments to IAS 7 Statement of Cash Flows are part of the IASB's Disclosure Initiative and require an entity to provide disclosures that enable users of financial statements to evaluate changes in liabilities arising from financing activities, including both changes arising from cash flows and non-cash changes.

The amendments to this standard are expected to have an impact on the presentation and disclosures of the Group in future periods. The amendments are intended to provide information to help investors better understand changes in a company's debt.

The amendment is effective for annual periods beginning on or after 1 January 2017.

•

IFRS 2 Classification and Measurement of Share-based Payment Transactions – Amendments to IFRS 2

The IASB issued amendments to IFRS 2 Share-based Payment in relation to the classification and measurement of share-based payment transactions. The amendments address three main areas:

	•	The effects of vesting conditions on the measurement of a cash-settled share-based payment transaction
	•	The classification of a share-based payment transaction with net settlement features for withholding tax obligations
	•	The accounting where a modification to the terms and conditions of a share-based payment transaction changes its classification from cash-settled to equity settled.

The amendments to this standard are expected to have an impact on the presentation and disclosures of the Group in future periods when new share-based payments are entered into.

The amendment is effective for annual periods beginning on or after 1 January 2018 and requires no retrospective application.

•

IAS 12 Recognition of Deferred Tax Assets for Unrealised Losses – Amendments to IAS 12

The IASB issued the amendments to IAS 12 Income Taxes to clarify the accounting for deferred tax assets for unrealised losses on debt instruments measured at fair value.

The amendments clarify that an entity needs to consider whether tax law restricts the sources of taxable profits against which it may make deductions on the reversal of that deductible temporary difference. Furthermore, the amendments provide guidance on how an entity should determine future taxable profits and explain the circumstances in which taxable profit may include the recovery of some assets for more than their carrying amount.

The amendments are intended to remove existing divergence in practice in recognising deferred tax assets for unrealised losses.

The amendment is effective for annual periods beginning on or after 1 January 2017

•

Annual Improvement Project – Released in 2014 – effective 1 January 2016

IAS 34 Interim Financial Reporting – Disclosure of information “elsewhere in the Interim Financial Report”

Disclosure of information “elsewhere in the Interim Financial Report”

The amendment clarifies that the required interim disclosures must either be in the Interim Financial Statements or incorporated by cross-reference between the Interim Financial Statements and wherever they are included within the Interim Financial Report (e.g., in the Management Commentary or Risk Report). The other information within the Interim Financial Report must be available to users on the same terms as the Interim Financial Statements and at the same time. The amendment must be applied retrospectively.

This clarification will be applied in the 2017 interim financial statements but the impact is not expected to be material.

IFRS 5 – Non-Current Assets Held-for-Sale and Discontinued Operations – Changes in methods of disposal

•

The amendment clarifies that changing from held-for-disposal to held-for-distribution to owners or vice versa would not be considered a new plan of disposal, rather it is a continuation of the original plan. There is, therefore, no interruption of the application of the requirements in IFRS 5. The amendment must be applied prospectively and is not expected to impact the financial statements significantly.

2.3

Significant accounting judgements and estimates and assumptions

The preparation of the Group's Consolidated Financial Statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities, at the reporting date. However, uncertainty about these assumptions and estimates could result in outcomes that might require a material adjustment to the carrying amount of the asset or liability affected in the future.

Judgements
In the process of applying the Group's consolidated accounting policies, management has made judgements, which may have significant effects on the amounts recognised in the financial statements. Such judgements are disclosed in the relevant notes to the consolidated financial statements.

Cash flow hedge
The Group purchases diesel on an ongoing basis as its operating activities in the distribution division require a continuous supply of diesel for the transport of its own products and those of its principals. The Group's diesel usage amounts are based on highly probable factors. The long-futures contracts do not result in the physical delivery of diesel, but are designated as cash flow hedges of offset the effect of the prices changes in diesel. Refer to note 14.

Joint ventures
Clover Industries indirectly holds a 51% interest in Clover Fonterra through Clover SA. The Group has classified the interest in Clover Fonterra as a joint venture despite the fact that the Group owns more than 50% of the issued share capital. Refer to note 4.1.

Cell captive
The cell captive is considered to be a financial asset at fair value through profit or loss and not consolidated as there is no control due to the fact that the assets and liabilities in the cell captive cannot be ring-fenced as required for consolidation.

Operating lease commitments – Group as lessor
The Group has entered into commercial property leases on its investment property portfolio. The Group has determined, based on an evaluation of the terms and conditions of the arrangements, such as the lease term not constituting a substantial portion of the economic life of the commercial property, that it retains the significant risks and rewards of ownership of these properties and accounts for the contracts as operating leases.

Operating lease commitments – Group as lessee
The Group entered into an outsourcing agreement whereby the Group is provided with distribution and milk collection vehicles. Judgement was exercised in classifying these lease agreements as operating leases.

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

Property, plant and equipment
The carrying values of property, plant and equipment are based on management's estimates of the useful lives and residual values. These estimates are based on product life cycles and assessments by engineering and other specialist staff. Refer to note 11.

Impairment of non-financial assets
The Group assesses whether there are any indicators of impairment for all non-financial assets at each reporting date. Goodwill and other indefinite life intangibles are tested for impairment annually and at other times when such indicators exist. Other non-financial assets are tested for impairment when there are indicators that the carrying amounts may not be recoverable. When value-in-use calculations are undertaken, management must estimate the expected future cash flows from the asset or cash-generating unit and choose a suitable discount rate in order to calculate the present value of those cash flows. Refer to note 13.

Share-based payments – equity
The Group measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. Estimating fair value requires determining the most appropriate valuation model for a grant of equity instruments, which is dependent on the terms and conditions of the grant. The Group is currently using the Hull-White Trinominal Lattice model. This also requires determining the most appropriate inputs to the valuation model and making assumptions about them. Refer to note 31.

Share-based payments – cash-settled
The cost of cash-settled transactions is measured initially at fair value at the grant date using a modified version of the Hull-White Trinominal Lattice model, taking into account the terms and conditions upon which the instruments were granted. This fair value is expensed over the period until vesting with recognition of a corresponding liability. The liability is re-measured at each reporting date up to and including the settlement date with changes in fair value recognised in profit or loss.

Deferred tax assets
Deferred tax assets are recognised for all unused tax losses to the extent that it is probable that taxable profit will be available against which the losses can be utilised. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based on the likely timing and level of future taxable profits together with future tax planning strategies.

Income tax expense
Taxes are a matter of interpretation and subject to changes. The Group makes use of tax experts to advise on all tax matters. Estimations of normal Company tax and Capital Gains Tax (“CGT”) are based on the advice and management's interpretation thereof.

Long-service bonus provision and defined-benefit pension plan
The cost of the long-service bonus provision and defined-benefit pension plan is determined using actuarial valuations. The actuarial valuation involves making assumptions about discount rates, expected rates of return on assets, future salary increases, mortality rates and future pension increases. Due to the long-term nature of these plans, such estimates are subject to significant uncertainty. Refer to note 33.

Fair value measurement of financial instruments
When the fair values of financial assets and financial liabilities recorded in the statement of financial position cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques including the Discounted Cash Flow (“DCF”) model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values. Judgements include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments. See note 29 for further disclosures.

Contingent consideration
Contingent consideration, resulting from business combinations, is valued at fair value at the acquisition date as part of the business combination. When the contingent consideration meets the definition of a financial liability, it is subsequently re-measured to fair value at each reporting date. The determination of the fair value is based on discounted cash flows. The key assumptions take into consideration the probability of meeting each performance target and the discount factor (refer to notes 3 and 13 for details).

Leave pay provision
Management applied their judgement to perform the current, non-current split regarding the leave pay provision. This judgement is based on management's best estimate of the pattern of leave usage over the last five years per the leave management system as well as expected future developments. Consenting that legally, though unlikely, the full leave balance may be called upon in the next 12 months. The leave entitlement regulation limits the number of leave days that can be carried forward. This was also factored in to determine those leave days expected to be taken in the next 12 months.

Cash flow hedge
The Group purchases diesel on an ongoing basis as its operating activities in the distribution division require a continuous supply of diesel for the transport of its own products and those of its principals. Due to the recent fluctuations in the commodities market specifically relating to the international price of oil and the effect it had on the price of diesel locally the Group entered into a diesel hedge with RMB in the form of a long-futures contract. as a result this is the first financial year the Group apply hedge accounting. The futures contracts do not result in the physical delivery of diesel, but are designated as cash flow hedges of offset the effect of the prices changes in diesel. Refer to note 14.

Cell captive
The cell captive was entered into to provide insurance to the farmers (the legal structure of a cell is simply required due to FSB regulation) the investment in the cell is managed on a fair value basis by Clover – the value of the cell is determined every year end by Guardrisk taking into account the fair value of the instruments invested in at year end and the liability for future claims as determined by way of the actuarial assessment. Refer to note 14.

Put and Call options
The value of the call option was calculated by comparing the expected price as per the contract to a price calculated by using a discounted cash flow model. Estimates and assumptions were made relating to the future cash flows and the discount rate being used. Refer to note 14.

2.4

Summary of significant accounting policies

Financial instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity. Financial assets include, in particular, cash and cash equivalents, trade receivables and other originated loans and receivables as well as derivative and non-derivative financial assets held for trading. Financial liabilities generally substantiate claims for repayment in cash or another financial assets. In particular, this includes interest-bearing loans and borrowings, trade payables, liabilities to banks, finance lease payables and derivative financial liabilities.

Initial recognition and off-setting
Financial instruments are generally recognised as soon as the Group becomes a party under the contractual regulations of the financial instruments. In general, financial assets and financial liabilities are offset and the net amount presented in the statement of financial position, when and only when, the entity currently has a legally enforceable right to set-off the recognised amounts and intends to settle on a net basis or to realise the asset and settle the liability simultaneously. No set-off has occurred during the current and previous financial year.

Derecognition
A financial asset (or, where applicable a part of financial asset or part of a group of similar financial assets) is derecognised when:

•	The rights to receive cash flows from the asset have expired;
•	The Group retains the right to receive cash flows from the asset, but has assumed an obligation to pay them in full without material delay to a third party under a “pass through” arrangement; or
•	The Group has transferred its right to receive cash flows from the asset and either:
	•	has transferred substantially all the risks and rewards of the asset; or
	•	has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

When the Group has transferred its rights to receive cash flows from an asset and has neither transferred nor retained substantially all the risks and rewards of the asset nor transferred control of the asset, the asset is recognised to the extent of the Group's continuing involvement with the asset. Continuing involvement that takes a form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that the Group could be required to repay. A financial liability is derecognised when the obligation under the liability is discharged, cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of the existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability and the difference in the respective carrying amounts is recognised in profit or loss.

Impairment of financial assets
The Group assesses, at each reporting date, whether there is objective evidence that a financial asset or a group of financial assets is impaired. An impairment exists if one or more events that has occurred since the initial recognition of the asset (an incurred “loss event”), has an impact on the estimated future cash flows of the financial asset or the group of financial assets that can be reliably estimated. Evidence of impairment may include indications that the debtors or a group of debtors is experiencing significant financial difficulty, default or delinquency in interest or principal payments, the probability that they will enter bankruptcy or other financial re-organisation and observable data indicating that there is a measurable decrease in the estimated future cash flows, such as changes in arrears or economic conditions that correlate with defaults.

Assets carried at amortised cost
If there is objective evidence that an impairment loss on assets carried at amortised cost has been incurred, the amount of the loss is measured as the difference between the asset's carrying amount and the present value of estimated future cash flows (excluding future expected credit losses that have not been incurred) discounted at the financial asset's original effective interest rate. The carrying amount of the asset is reduced through use of an allowance account. The amount of the loss is recognised in profit or loss.

If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed, to the extent that the carrying value of the asset does not exceed the amortised cost that would have been recognised had no impairment been recognised in the past. Any subsequent reversal of an impairment loss is recognised in profit or loss. In relation to trade receivables, a provision for impairment is made when there is objective evidence (such as the probability of insolvency or significant financial difficulties of the debtor) that the Group will not be able to collect all of the amounts due under the original terms of the invoice. The carrying amount of the receivable is reduced through use of an allowance account. Impaired debts are derecognised when they are assessed as uncollectable.

(i) Financial assets

Initial recognition
When financial assets are recognised initially, they are measured at fair value plus, in the case of investments not at fair value through profit or loss, directly attributable transaction costs. The Group determines the classification of its financial assets after initial recognition and, where allowed and appropriate, re-evaluates this designation at each financial yearend. All regular-way purchases and sales of financial assets are recognised on the trade date, i.e. the date that the Group becomes a party to the transaction. Regular-way purchases or sales are purchases or sales of financial assets that require delivery of assets within the period generally established by regulation or convention within the marketplace.

Financial assets at fair value through profit or loss
Financial assets at fair value through profit or loss includes financial assets held for trading, cell captives, call option and financial assets designated upon initial recognition as at fair value through profit or loss.

Financial assets are classified as held-for-trading if they are acquired for the purpose of selling in the near-term. Derivatives are also classified as held-for-trading unless they are designated as effective hedging instruments or a financial guarantee contract. Gains and losses on investments held-for-trading are recognised in profit or loss.

Loans and accounts receivables
Loans and accounts receivables are non-derivative financial assets with fixed determinable payments that are not quoted in an active market. After initial measurement loans and receivables are subsequently carried at amortised cost using the effective interest method less any allowance for impairment. Amortised cost is calculated taking into account any discount or premium on acquisition and includes fees and transaction costs that are an integral part of the effective interest rate. Gains and losses are recognised in profit or loss when the loans and receivables are derecognised or impaired, as well as through the amortisation process.

Cash and cash equivalents
Cash and short-term deposits in the statement of financial position comprise cash at banks and on hand and short-term deposits with a maturity of three months or less and which are subject to an insignificant risk of changes in value.

For the purpose of the consolidated statement of cash flows, cash and cash equivalents consist of cash and short-term deposits, as defined above, net of outstanding bank overdrafts.

(ii) Financial liabilities

Trade and other payables
Short-term trade payables are non-interest-bearing and carried at the original invoice amount.

Financial liabilities at fair value through profit or loss
Financial liabilities at fair value through profit or loss includes derivatives not designated as hedging instruments, put option and financial liabilities designated upon initial recognition as at fair value through profit or loss.

Interest-bearing loans and borrowings
All loans, borrowings and financial liabilities are initially recognised at fair value plus directly attributable transaction costs. After initial recognition, interest bearing loans and borrowings are subsequently measured at amortised cost using the effective interest method. Gains and losses are recognised in profit or loss when the liabilities are derecognised, as well as through the amortisation process. Finance cost are expensed through profit or loss as incurred.

Financial statements of foreign operations

The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on consolidation, are translated to Rand at foreign exchange rates ruling at the reporting date. The income and expenses of foreign operations are translated to Rand at rates approximating the foreign exchange rates ruling at the date of the transaction.

Foreign currency transactions

Transactions in foreign currencies are translated at the foreign exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated to Rand at the foreign exchange rate ruling at that date. Foreign exchange differences arising on translation are recognised in the profit or loss. Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction. Exchange differences arising on translation of foreign subsidiaries during consolidation are recognised in OCI.

Derivative financial instruments

The Group uses derivative financial instruments to hedge its exposure to foreign exchange and interest rate risks arising from operational, financing and investment activities. In accordance with its treasury policy, the Group does not hold or issue derivative financial instruments for trading purposes. Derivative financial instruments are recognised initially at fair value. Subsequent to initial recognition, derivative financial instruments are re-measured at fair value. The gain or loss on re-measurement to fair value is recognised immediately in profit or loss. The fair value of forward-exchange contracts is their quoted market price at the reporting date, being the present value of the quoted forward price for contracts with similar maturity profiles. The change in the fair value of the hedging derivative is recognised in profit or loss.

Cash flow hedges

The effective portion of the gain or loss on the hedging instrument is recognised in OCI in the cash flow hedge reserve, while any ineffective portion is recognised immediately in the statement of profit or loss. The ineffective portion relating to foreign currency contracts is recognised in finance costs and the ineffective portion relating to commodity contracts is recognised in other operating income or expenses.

Amounts recognised as OCI are transferred to profit or loss when the hedged transaction affects profit or loss, such as when the hedged financial income or financial expense is recognised or when a forecast sale occurs.

When the hedged item is the cost of a non-financial asset or non-financial liability, the amounts recognised as OCI are transferred to the initial carrying amount of the non-financial asset or liability.

If the hedging instrument expires or is sold, terminated or exercised without replacement or rollover (as part of the hedging strategy), or if its designation as a hedge is revoked, or when the hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss previously recognised in OCI remains separately in equity until the forecast transaction occurs or the foreign currency firm commitment is met.

Property, plant and equipment

Owned assets
Plant and equipment are stated at cost, excluding the costs of day-to-day servicing, less accumulated depreciation and accumulated impairment losses. Such cost includes the cost of replacing significant parts of such plant and equipment when that cost is incurred if the recognition criteria are met. When each major service and/or inspection is performed, its cost is recognised in the carrying amount of the plant and equipment as a replacement if the recognition criteria are satisfied. The carrying amount of the replaced part or service is derecognised. All buildings are measured at cost less accumulated depreciation and accumulated impairment losses. The carrying values of plant and equipment are reviewed for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable. An impairment loss is recognised in profit or loss whenever the carrying amount of an asset exceeds its recoverable amount. An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on de-recognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in profit or loss in the year in which the asset is derecognised. The asset's residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively, if appropriate, at each financial year-end.

Depreciation
Depreciation is recognised in profit or loss on a straight-line basis over the estimated useful lives of the item of property, plant and equipment. Significant parts and inspections are separately depreciated. Land is not depreciated. The estimated useful lives are as follows:

Buildings: 10 to 50 years
Plant: 3 to 30 years
Furniture and equipment: 3 to 20 years
Vehicles: 5 to 20 years

Impairment of non-financial assets

The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any such indication exists, or when annual impairment testing for an asset is required, the Group makes an estimate of the asset's recoverable value. An asset's recoverable value is the higher of an asset's or cash-generating unit's fair value less cost of disposal and its value-in-use, and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or a group of assets. Where the carrying amount of an asset exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. In assessing value-in-use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Impairment losses of continuing operations are recognised in profit or loss in those expense categories consistent with the function of the impaired asset.

For assets excluding goodwill, an assessment is made at each reporting date as to whether there is any indication that previously recognised impairment losses may no longer exist or may have decreased. If such indication exists, the recoverable amount is estimated. A previously recognised impairment loss is reversed only if there has been a change in the estimates used to determine the asset's recoverable amount since the last impairment loss was recognised. If that is the case, the carrying amount of the asset is increased to its recoverable amount. The increased amount cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in previous years. Such a reversal is recognised in profit or loss. After such a reversal, the depreciation charge is adjusted in future periods to allocate the asset's revised carrying amount, less any residual value, on a systematic basis over its remaining useful life.

Leases

The determination of whether an arrangement is or contains a lease is based on the substance of the arrangement at inception date and requires an assessment of whether the fulfilment of the arrangement is dependent on the use of a specific asset or assets and whether the arrangement conveys a right to use the asset.

Group as a lessee
Finance leases, which transfer to the Group substantially all the risks and benefits incidental to ownership of the leased item are capitalised at the inception of the lease at the fair value of the leased asset or, if lower, at the present value of the minimum lease payments. Lease payments are apportioned between the finance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are charged directly against income. Capitalised leased assets are depreciated over the shorter of the estimated useful life of the asset and the lease term if there is no reasonable certainty that the Group will obtain ownership by the end of the lease term. Operating lease (those leases that do not transfer substantially all the risks and rewards) payments are recognised as an expense in profit or loss on a straight-line basis over the lease term.

Group as a lessor
Leases where the Group retains substantially all the risks and benefits incidental to ownership of the asset are classified as operating leases.

Initial direct costs incurred in negotiating operating leases are added to the carrying amount of the leased asset and recognised over the lease term on the same basis as rental income.

Investment properties

Investment properties are properties which are held either to earn rental income or capital appreciation or both. Investment properties are initially measured at cost, including transaction costs. Investment properties are subsequently measured at cost less accumulated depreciation and accumulated impairment. They are tested for impairment if there is an indication of impairment. The estimated useful lives of investment properties are 10 to 50 years and are depreciated using the straight-line basis. The carrying amount includes the cost of replacing part of an existing investment property at the time that cost is incurred if the recognition criteria are met and excludes the costs of day-to-day servicing of an investment property. The carrying amount of the replaced part or service is derecognised. Investment properties are derecognised either when they have been disposed of or when the investment property is permanently withdrawn from use and no future economic benefit is expected from its disposal.

Any gains or losses on the retirement or disposal of an investment property are recognised in profit or loss in the year of retirement or disposal. Transfers are made to investment property when, and only when, there is a change in use, evidenced by the ending of owneroccupation, commencement of an operating lease to another party or construction or development. Transfers are made from investment property when, and only when, there is a change in use, evidenced by commencement of owner-occupation or commencement of development with a view to sale.

Intangible assets

Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a business combination is its fair value as at the date of acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortisation and accumulated impairment losses.

Internally generated intangible assets are not capitalised and expenditure is charged in profit or loss in the year in which the expenditure is incurred. The useful lives of intangible assets are assessed to be either finite or indefinite. Intangible assets with finite lives are amortised over their useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortisation period and the amortisation method for an intangible asset with a finite useful life is reviewed at least at each financial year-end.

Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are accounted for by changing the amortisation period or method, as appropriate, and treated as changes in accounting estimates. The amortisation expense on intangible assets with finite lives is recognised in profit or loss in the expense category consistent with the function of the intangible asset. Intangible assets with indefinite useful lives are tested for impairment annually, either individually or at the cash-generating unit level. Such intangibles are not amortised. The useful life of an intangible asset with an indefinite life is reviewed annually to determine whether indefinite life assessment continues to be supportable. If not, the change in the useful life assessment from indefinite to finite is made on a prospective basis.

Trademarks, patents, customer lists and software licences
Trademarks, patents, customer lists and software licences are measured on initial recognition at cost. Following initial recognition they are amortised on a straight-line basis over a period of five to 15 years. Impairment testing is done annually or more frequently when an indication of impairment exists. Gains or losses arising from the de-recognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognised in the profit or loss when the asset is derecognised.

Research expenses
Research expenses are recognised in profit or loss as incurred.

Inventories

Inventories are valued at the lower of cost and net realisable value. Costs incurred in bringing each product to its present location and condition are accounted for as follows:

Raw materials: purchase cost on a first-in, first-out basis. Finished goods and work in progress: cost of direct materials and labour and a portion of manufacturing overheads, based on normal operating capacity but excluding finance cost.

Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and the estimated costs necessary to make the sale.

Provisions

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. To reflect the time value of money the group recognises the present value of the expected outflows required to settle the obligation using a current pre-tax discounting rate that reflects the risks specific to the liability. The increase in the provision due to the passage of time is recognised as a finance cost.

Employee-related obligations

It is the policy of the Group to provide for pension liabilities by payments to separate funds, independent of the Group, and contributions are recognised in profit or loss. Surpluses are not accounted for if they accrue to members of the fund.

Defined-benefit fund
The Group operated a defined-benefit pension plan in South Africa, which requires contributions to be made to a separately administered fund.

The cost of providing benefits under the defined-benefit plan is determined using the projected unit credit method.

Re-measurements, comprising of actuarial gains and losses, the effect of the asset ceiling, excluding net interest and the return on plan assets (excluding net interest), are recognised immediately in the statement of financial position with a corresponding debit or credit to OCI in the period in which they occur. Re-measurements are not reclassified to profit or loss in subsequent periods.

•	Past service costs are recognised in profit or loss on the earlier of:
•	The date of the plan amendment or curtailment; and
•	The date that the Group recognises restructuring-related costs
•	Net interest is calculated by applying the discount rate to the net defined benefit liability or asset. The Group recognises the following changes in the net defined benefit obligation under “cost of sales”, “administration expenses” and “selling and distribution expenses” in consolidated statement of profit or loss (by function):
•	Service costs comprising current service costs, past-service costs, gains and losses on curtailments and non-routine settlements; and
•	Net interest expense or income.

Defined contribution funds
Obligations for contributions to defined contribution pension and provident plans are
recognised as an expense in profit or loss as incurred. A corresponding liability is included
in trade payables for unpaid contributions at year-end.

Leave pay
Employees' entitlement to annual leave is recognised when the service is rendered and the
obligation accrues. A provision is made on the estimated liability for annual leave as a result
of services rendered by employees up to the amount of the accumulated leave obligation.

Revenue recognition

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured at the fair value of the consideration received or receivable, taking into account discounts or rebates.

Revenue consists of distribution, sales and marketing services rendered; contract manufacturing; and rental income. The following specific recognition criteria must also be met before revenue is recognised:

Sales of products
Invoiced product sales are recognised as revenue, excluding value-added taxation. Revenue is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer. Revenue comprises invoiced gross sales of products, less discounts, rebates and provisions for product claims.

Services rendered
Revenue from the rendering of services is recognised based on the stage of completion of the service. Services are recognized once the delivery has been made and the performance obligations have been met.

Finance income
Revenue is recognised as interest accrues (using the effective interest rate – i.e. the rate that exactly discounts estimated future cash receipts through the expected life of the financial instrument to the net carrying amount of the financial asset). The Group deposits surplus funds at financial institutions and does not act as a supplier of finance to third parties. Interest received is recognised as finance income.

Dividends received
Dividends are recognised when the right to receive payment is established.

Rental income
Rental income from investment property is recognised in profit or loss on a straight-line basis over the term of the lease. Lease incentives granted are recognised as an integral part of the rental income. To optimise the Group's return on the vast number of properties it owns the Group enters into rental agreements from time to time. Income in this regard is recognised as revenue.

Cost of sales

Cost of sales consists of the following:

•	Cost of raw milk, ingredients and packaging;
•	Milk collection cost;
•	Manufacturing direct and indirect costs;
•	Primary distribution costs; and
•	Charges against sales (i.e. Co-op advertising, agent commission, border levies, etc.).

Finance costs

For all financial instruments measured at amortised cost and interest-bearing financial assets classified as available-for-sale, interest income is recorded using the effective interest rate (EIR). EIR is the rate that exactly discounts the estimated future cash payments or receipts over the expected life of the financial instrument or a shorter period, where appropriate, to the net carrying amount of the financial asset or liability. Interest income is included in finance income in the statement of profit or loss.

Taxes

Current taxation
Current taxation assets and liabilities for the current and previous periods are measured at the amount expected to be recovered from or paid to the taxation authorities. The taxation rates and taxation laws used to compute the amount are those that are enacted or substantively enacted by the reporting date. Current income tax relating to items recognised directly in equity is recognised in equity and not in the statement of comprehensive income. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.

Deferred taxation
Deferred tax is provided using the statement of financial position method on temporary differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes at the reporting date. Deferred tax liabilities are recognised for all taxable temporary differences, except:

•	When the deferred tax liability arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and
•	In respect of taxable temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, when the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.
•	Deferred tax assets are recognised for all deductible temporary differences, the carry forward of unused tax credits and any unused tax losses. Deferred tax assets are recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilised, except:
•	When the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and
•	In respect of deductible temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, deferred tax assets are recognised only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilised.

Tax benefits acquired as part of a business combination, but not satisfying the criteria for separate recognition at that date, would be recognised subsequently if new information about facts and circumstances changed. The adjustment would either be treated as a reduction to goodwill (as long as it does not exceed goodwill) if it was incurred during the measurement period or in profit or loss.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets are re-assessed at each reporting date and are recognised to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.

Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set-of current tax assets against current tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.

Value-added taxation (VAT)

Revenues, expenses, assets and liabilities are recognised net of the amount of VAT, except where the VAT incurred on a purchase of assets or services is not recoverable from the taxation authority, in which case the VAT is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable. Receivables and payables are stated with the amount of VAT included. The net amount of VAT recoverable from or payable to the taxation authority is included as part of receivables or payables in the statement of financial position.

Segment reporting

The operating segments are based on the Group's management and internal reporting structure. Inter-segment pricing is determined on an arm's-length basis. Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis.

Share-based compensation

The Group operates an equity-settled, as well as a cash-settled share-based compensation plan.

Equity-settled share-based compensation plan
The cost of equity-settled transactions is recognised, together with a corresponding increase in other capital reserves in equity, over the period in which the performance and/ or service conditions are fulfilled. The cumulative expense recognised for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Group's best estimate of the number of equity instruments that will ultimately vest. The profit or loss expense or credit for a period represents the movement in cumulative expense recognised as at the beginning and end of that period, and that do not ultimately vest, except for equity-settled transactions for which vesting is conditional upon a market or non-vesting condition. These are treated as vesting irrespective of whether or not the market or non-vesting condition is satisfied, provided that all other performance and/or service conditions are satisfied. When the terms of an equity-settled transaction award are modified, the minimum expense recognised is the expense as if the terms had not been modified, if the original terms of the award are met. An additional expense is recognised for any modification that increases the total fair value of the share-based payment transaction, or is otherwise beneficial to the employee as measured at the date of modification. When an equity-settled award is cancelled, it is treated as if it vested on the date of cancellation, and any expense not yet recognised for the award is recognised immediately. This includes any award where non-vesting conditions within the control of either the entity or the employee are not met. However, if a new award is substituted for the cancelled award, and designated as a replacement award on the date that it is granted, the cancelled and new awards are treated as if they were a modification of the original award, as described in the previous paragraph. The dilutive effect of outstanding options is reflected as additional share dilution in the computation of diluted earnings per share.

Cash-settled share-based compensation plan
The cost of a cash-settled transaction is measured initially at fair value at the grant date using a modified version of the Hull-White Trinominal Lattice model taking into account the terms and conditions upon which the instruments were granted. This fair value is expensed over the period until vesting with recognition of a corresponding liability. The liability is remeasured at each reporting date up to and including the settlement date with changes in fair value recognised in profit or loss.

Borrowing cots

Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalised as part of the cost of the respective assets. All other borrowing costs are expensed in the period they are incurred. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds.

Fair value measurement

The Group measures financial instruments such as derivatives at fair value at each reporting date. Also, fair values of financial instruments measured at amortised cost are disclosed in note 29. Non-financial assets such as investment properties are measured at cost less accumulated depreciation and accumulated impairment. Its fair values, however, are also disclosed in note 12. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

In the principal market; or in the absence of a principal market, in the most advantageous market for the asset or liability.

The principal or the most advantageous market must be accessible to the Group. The fair value of an asset or a liability is measured using the assumptions that market participants would use it when pricing the asset or liability, assuming that market participants act in their economic best interest.

A fair value measurement of a non-financial asset takes into account a market participant's ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use. The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

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

Level 2 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable.

Level 3 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable

For assets and liabilities that are recognised in the financial statements on a recurring basis, the Group determines whether transfers have occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.

External valuers are involved for valuation of significant assets, such as properties. Involvement of external valuers is decided upon by management after discussion with and approval by the Company's Audit Committee. Selection criteria include market knowledge, reputation, independence and whether professional standards are maintained. Management decides, after discussions with the Group's external valuers, which valuation techniques and inputs to use for each case.

At each reporting date, management analyses the movements in the values of assets and liabilities which are required to be re-measured or re-assessed as per the Group's accounting policies. For this analysis, management verifies the major inputs applied in the latest valuation by agreeing the information in the valuation computation to contracts and other relevant documents.

Management, in conjunction with the Group's external valuers, also compares each change in the fair value of each asset and liability with relevant external sources to determine whether the change is reasonable.

For the purpose of fair value disclosures, the Group has determined classes of assets and liabilities on the basis of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained above.

Government grants

Government grants are recognised where there is reasonable assurance that the grant will be received and all attached conditions will be complied with. When the grant relates to an expense item, it is recognised as income on a systematic basis over the periods that the related costs, for which it is intended to compensate, are expensed. When the grant relates to an asset, it is used to reduce the cost of the asset.

Current versus non-current classification

The Group presents assets and liabilities in statement of financial position based on current/ non-current classification. An asset is current when it is:

•	Expected to be realised or intended to be sold or consumed in normal operating cycle;
•	Held primarily for the purpose of trading;
•	Expected to be realised within 12 months after the reporting period; or
•	Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period.

All other assets are classified as non-current. A liability is current when:

•	It is expected to be settled in normal operating cycle;
•	It is held primarily for the purpose of trading;
•	It is due to be settled within 12 months after the reporting period; or
•	There is no unconditional right to defer the settlement of the liability for at least 12 months after the reporting period.

The Group classifies all other liabilities as non-current.

Deferred tax assets and liabilities are classified as non-current assets and liabilities.

Business combinations and goodwill

Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate of the consideration transferred measured at acquisition date fair value and the amount of any non-controlling interests in the acquiree. For each business combination, the Group elects whether to measure the non-controlling interests in the acquiree at fair value or at the proportionate share of the acquiree's identifiable net assets. Acquisition-related costs are expensed as incurred and included in administrative expenses.

When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition date. This includes the separation of embedded derivatives in host contracts by the acquiree.

Any contingent consideration to be transferred by the acquirer is recognised at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration, which is deemed to be an asset or liability, are recognised in accordance with IFRS 3.58 where the acquirer shall account for changes in the fair value of contingent considerations that are not measurement period adjustments as follows:

(a) Contingent consideration classified as equity shall not be re-measured and its subsequent settlement shall be accounted for within equity

(b) Other contingent consideration that:

(i) Is within the scope of IAS 39 (IFRS 9) shall be measured at fair value at each reporting date and changes in fair value shall be recognised in profit or loss in accordance with that IFRS

(ii) Is not within the scope of IAS 39 (IFRS 9) shall be measured at fair value at each reporting date and changes in fair value shall be recognised in profit or loss.

If the business combination is achieved in stages, any previously held equity interest is remeasured at its acquisition date fair value and any resulting gain or loss is recognised in profit or loss. It is then considered in the determination of goodwill.

Some changes in the fair value of contingent consideration that the acquirer recognises after the acquisition date may be the result of additional information that the acquirer obtained after that date about facts and circumstances that existed at the acquisition date. However, changes resulting from events after the acquisition date, such as meeting an earnings target, reaching a specified share price or reaching a milestone on a research and development project, are not measurement period adjustments.

Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred and the amount recognised for non-controlling interests, and any previous interest held, over the net identifiable assets acquired and liabilities assumed. If the fair value of the net assets acquired is in excess of the aggregate consideration transferred, the Group re-assesses whether it has correctly identified all of the assets acquired and all of the liabilities assumed and reviews the procedures used to measure the amounts to be recognised at the acquisition date. If the re-assessment still results in an excess of the fair value of net assets acquired over the aggregate consideration transferred, then the gain is recognised in profit or loss.

After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group's cash-generating units that are expected to benefit from the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units.

Where goodwill has been allocated to a cash-generating unit and part of the operation within that unit is disposed of, the goodwill associated with the disposed operation is included in the carrying amount of the operation when determining measured based on the relative values of the disposed operation and the portion of the cash-generating unit retained.

			2016 R'000	2015 R'000
3	BUSINESS ACQUISITIONS AND ACQUISITION OF NON-CONTROLLING INTEREST
	3.1	Acquisition of interest in Clover Good Hope Proprietary Limited
		Clover entered into an agreement with Good Hope International Beverages (SA) Proprietary Limited (“Seller”) to form a new entity, Clover Good Hope Proprietary Limited (“Clover Good Hope”) that acquired the Good Hope soy and non-alcoholic beverages business, effective 1 May 2016. According to the “Sale of Business Agreement” Clover Good Hope has bought all of the intellectual property of the Seller in relation to the Good Hope business on the effective date. Clover effectively holds 51% of the shares in Clover Good Hope and Good Hope International Beverages (SA) Proprietary Limited holds the remaining 49%.
		The Group has elected to measure the non-controlling interest in Clover Good Hope Proprietary Limited at residual value on initial recognition.
		The discounted cash flow valuation of the intangible assets were based on the following inputs; estimated annual free cash flow of R4,3 million; free cash flow growth per annum of between 16% to 19% and a discount rate of 18%.
		The fair values allocated to the assets and liabilities are based on a provisional assessment of their fair values. According to IFRS 3.45, the Company is allowed a measurement period, not exceeding one year, to retrospectively adjust the provisional amounts recognised at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date and, if known, would have affected the measurement of the amounts recognised as of the effective date.
		The fair values of the identifiable assets, liabilities, goodwill and non-controlling interest of the Good Hope business as at the date of acquisition were:
		Assets
		Intangible assets	7 391
			7 391
		Liabilities
		Deferred tax liability	( 670)
		Total identifiable net assets at fair value	6 721
		Bargain purchase arising on acquisition	(1 721)
		Total value of the Good Hope business	5 000
		Non-controlling interest measured at residual value	2 450
		Purchase consideration settled in cash	2 550
		The business contributed R16,2 million of revenue and R5,8 million of margin on material to the Group results since acquisition. These amounts would have been R97,2 million and R34,8 million respectively if annualised for the full period. The bargain purchase originated since there was an incentive for the seller to sell a portion of its shareholding at a competitive price (holding a non-controlling interest in the newly formed entity of 49%) to enable the business to benefit from the Clover distribution network for future growth and improved profitability.

	3.2	Acquisition of interest in Clover Frankies Proprietary Limited
		Clover entered into an agreement with Frankies Olde Soft Drinks cc (“Seller”) to form a new entity, Clover Frankies Proprietary Limited (“Clover Frankies”) that acquired the Frankies business, effective 1 November 2015. According to the “Sale of Business Agreement” Clover Frankies has bought all of the consumables, raw materials, finished goods, equipment and material contracts of the Seller in relation to the Frankies business on the effective date. Clover effectively holds 51% of the shares in Clover Frankies and Frankies Olde Soft Drinks cc holds the remaining 49%.
		The Group has elected to measure the non-controlling interest in Clover Frankies Proprietary Limited at residual value on initial recognition.
		The discounted cash flow valuation of the intangible assets were based on the following inputs; estimated annual free cash flow of R1,2 million; free cash flow growth per annum of between 11% to 16% and a discount rate of 18,2%.
		The fair values allocated to the assets and liabilities are based on a provisional assessment of their fair values. According to IFRS 3.45, the Company is allowed a measurement period, not exceeding one year, to retrospectively adjust the provisional amounts recognised at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date and, if known, would have affected the measurement of the amounts recognised as of the effective date.
		The fair values of the identifiable assets, liabilities, goodwill and non-controlling interest of the Frankies business as at the date of acquisition were:
		Assets
		Equipment	463
		Intangible assets	6 636
		Inventory	997
			8 096
		Liabilities
		Deferred tax liability	(676)
		Total identifiable net assets at fair value	7 420
		Goodwill arising on acquisition	5 540
		Total value of the Frankies business	12 960
		Non-controlling interest measured at residual value	6 350
		Purchase consideration settled in cash	6 610
		Goodwill arising on acquisition represents the value paid for the Frankies business in excess of the fair value of its net assets at acquisition date. Synergies are expected from the combination of operations and Clover's extended distribution network.
		The business contributed R20,6 million of revenue and R12,4 million of margin on material to the Group results since acquisition. These amounts would have been R30,9 million and R18,6 million respectively if annualised for the full period.

	3.3	Acquisition of the Dairybelle UHT Milk Business (prior year)
		As communicated in earlier SENS and cautionary announcements The Real Beverages Company Proprietary Limited – “Real Beverages”) – a wholly-owned subsidiary of the Company) has purchased from Dairybelle Proprietary Limited – “Seller”) the Dairybelle UHT Milk Business effective 1 December 2014. According to the “UHT Sale of Business Agreement” Real Beverages has bought all of the consumables, raw materials, finished goods, equipment and material contracts of the Seller in relation to the UHT Milk Business on the effective date. The location of the Dairybelle UHT milk production facilities in the Western Cape will allow the Group to improve efficiencies through the more effective utilisation of its raw milk supply in the region.
		The plant and machinery's fair values were determined by calculating the net replacement value of the plant and machinery. This was calculated by obtaining gross replacement values for the plant and machinery and adjusting it to take into consideration the expected useful lives of the plant and machinery and its current condition.
		The discounted cash flow valuation of the intangible assets were based on the following inputs; estimated annual free cash flow of R0,9 million free cash flow reduction per annum of 5% and a discount rate of 17,5%.
		The fair value of the identifiable assets and liabilities of the Dairybelle UHT Milk Business as at the date of acquisition were:
		Assets
		Property, plant and equipment		17 200
		Intangible assets		3 949
				21 149
		Liabilities		–
		Total identifiable net assets at fair value		21 149
		Goodwill arising on acquisition		8 851
		Purchase consideration settled in cash		30 000
		Cash flow on acquisition
		Net cash acquired with business		–
		Cash paid		(30 000)
		Net cash flow		(30 000)
		Goodwill arising on acquisition represents the value paid for the Dairybelle UHT Milk business in excess of the fair value of its net assets at acquisition date. Synergies are expected from the combination of operations, which include production, milk transport and distribution efficiencies.
		The business contributed R95,0 million of revenue and R19,0 million of margin on material to the Group results since acquisition. These amounts would have been R162,8 million and R32,6 million respectively if annualised for the full period.

	3.4	Acquisition of the Dairybelle Yoghurt Business (prior year)
		As communicated in earlier SENS and cautionary announcements, The Real Beverages Company Proprietary Limited (“Real Beverages”) (a wholly-owned subsidiary of the Company) has purchased from Dairybelle Proprietary Limited (“Seller”) the Dairybelle Yoghurt Business effective 1 January 2015.
		According to the “Yoghurt Sale of Business Agreement” Real Beverages has bought all of the consumables, raw materials, finished goods, fixed assets (property, plant and equipment), intellectual property (for example certain trademarks) and material contracts of the Seller in relation to the Yoghurt Business on the effective date. The transaction is in line with the Group's stated strategy to expand its portfolio of value added and branded consumer products. The acquisition of the assets comprising the Yoghurt Business will provide the Group with access to the yoghurt market, in which Dairybelle had a meaningful presence.
		The plant and machinery's fair values were determined by calculating the net replacement value of the plant and machinery. This was calculated by obtaining gross replacement values for the plant and machinery and adjusting it to take into consideration the expected useful lives of the plant and machinery and its current condition.
		The discounted cash flow valuation of the intangible assets were based on the following inputs; estimated annual free cash flow of R3,6 million; free cash flow growth per annum of 11% and a discount rate of between 16,7% and 17,2%.
		The fair value of the identifiable assets and liabilities of the Dairybelle Yoghurt Business as at the date of acquisition were:
		Assets
		Property, plant and equipment		43 100
		Intangible assets		39 335
				82 435
		Liabilities
		Deferred tax liability		(1 961)
		Total identifiable net assets at fair value		80 474
		Goodwill arising on acquisition		26 657
		Purchase consideration settled in cash		107 131
		Cash flow on acquisition
		Net cash acquired with business		–
		Cash paid		(107 371)
		Net cash flow		(107 371)
		Goodwill arising on acquisition represents the value paid for the Dairybelle Yoghurt Business in excess of the fair value of its net assets at acquisition date. Synergies are expected from the combination of operations, which include production, milk transport and distribution efficiencies.
		The business contributed R100,9 million of revenue and R25,2 million of margin on material to the Group results since acquisition. These amounts would have been R201,8 million and R50,4 million respectively if annualised for the full period.

	3.5	Acquisition of Nkunzi MilkyWay Proprietary Limited's business and assets (prior year)
		Clover MilkyWay Proprietary Limited (“MilkyWay”) (a wholly-owned subsidiary of the Company) has purchased from Nkunzi MilkyWay Proprietary Limited (“Nkunzi”) itsbusiness and assets effective 1 June 2015.
		The acquisition saw Clover entering the Ayrshire and Organic milk markets, where it will manufacture and pack fresh milk and cream in addition to other dairy productsfor Woolworths Holdings Limited (“Woolworths”) at the acquired Nkunzi facility as well as its Clayville plant in Midrand, Gauteng. Clover will take over existing Nkunzisupply agreements with producers on the same terms and conditions, or renegotiate supply agreements on an individual basis with producers.
		The plant and machinery's fair values were determined by calculating the net replacement value of the plant and machinery. This was calculated by obtaining grossreplacement values for the plant and machinery and adjusting it to take into consideration the expected useful lives of the plant and machinery and its current condition.
		The discounted cash flow valuation of the intangible assets were based on the following inputs; estimated annual free cash flow of R3,9 million; free cash flow growthper annum of between 7% and 23% and a discount rate of 16,5%.
		The fair value of the identifiable assets and liabilities of the Nkunzi MilkyWay Business as at the date of acquisition were:
		Assets
		Property, plant and equipment		19 997
		Intangible assets		25 770
				45 767
		Liabilities
		Instalment sale agreement		( 814)
		Deferred tax liability		(7 216)
				(8 030)

		Total identifiable net assets at fair value		37 737
		Goodwill arising on acquisition		10 947
		Purchase consideration settled in cash		48 684
		Cash flow on acquisition
		Net cash acquired with business		–
		Cash paid		(48 684)
		Net cash flow		(48 684)
		Goodwill arising on acquisition represents the value paid for the Nkunzi business in excess of the fair value of its net assets at acquisition date. Synergies are expected from the combination of operations, which include production and milk transport efficiencies.
		The business contributed R19,9 million of revenue and R5,7 million of margin on material to the Group results since acquisition. These amounts would have been R238,9 million and R68,4 million respectively if annualised for the full period.

	3.6	Acquisition of non-controlling interests in Lactolab Proprietary Limited (prior year)
		With effect 1 July 2014 Clover SA Proprietary Limited (“Clover”) bought the remaining 48% issued ordinary shares of Lactolab Proprietary Limited (“Lactolab”) fromTaurus Stock Improvement Co-operative Ltd for an amount of R5,5 million.
		Lactolab is a leading analytical laboratory serving the South African dairy and dairy-related industries. Lactolab is located in Irene and its main focus is the analysis of raw milk and dairy products for composition, hygienic quality and various other quality parameters.
		No goodwill may be recognised because of this transaction as Clover already had a controlling interest, holding 52% of the issued ordinary shares in Lactolab prior to this transaction.
		The carrying amounts of the identifiable assets and liabilities of Lactolab as at the effective date were:
		Assets
		Property, plant and equipment		2 665
		Other current assets		3 541
				6 206
		Liabilities
		Interest-bearing borrowings		(297)
		Deferred tax liabilities		(362)
		Other current liabilities		(803)
				(1 462)
		Total identifiable net assets at carrying amount		4 744
		Non-controlling interest at carrying amount		(2 277)
		Additional consideration paid to non-controlling equity holders		(3 223)
		Purchase consideration settled in cash		(5 500)

4.	INTEREST IN JOINT VENTURES
	Clover Industries indirectly holds a 51% interest in Clover Fonterra through Clover SA. Clover Fonterra is involved in the marketing and distribution of dairy-related products. The Group has classified the interest in Clover Fonterra as a joint venture despite the fact that the Group owns more than 50% of the issued share capital. The shareholder's agreement is set out in such a way that unanimous consent between the two shareholders is required for any decisions regarding the relevant activities of the investee. Therefore the Group concluded that they have joint control over the investee. Summarised financial information of the joint venture, based on its IFRS Financial Statements, and reconciliation with the carrying amount of the investment in consolidated financial statements are set out below:

GROUP			COMPANY
2016 R'000	2015 R'000		2016 R'000	2015 R'000
		Clover Fonterra
		Joint venture's statement of financial position
128 387	128 355	Current assets including cash and cash equivalents of R2,4 million (2015: R3,9 million) and inventory R94,4 million (2015: R89,8 million)
1 554	1 305	Non-current assets including deferred tax of R1,6 million (2015: R1,3 million)
(67 880)	(67 154)	Current liabilities including trade and other payables of R62,3 million (2015: R61,3 million)
62 061	62 506	Equity (Net asset value)
51%	51%	Portion of the Group's ownership
31 651	31 878	Carrying amount of the investment
		Joint venture's revenue and profit
360 476	358 315	Revenue
(293 082)	(303 046)	Cost of sales
(29 154)	(24 898)	Sales, marketing, distribution and administrative expenses
115	133	Other operating income
( 187)	( 25)	Net finance cost
38 168	30 479	Profit before taxation
(10 687)	(8 534)	Income tax expense
27 481	21 945	Profit for the year
51%	51%	Portion of the Group's ownership
14 015	11 192	Group's share of profit for the year after tax
(14 242)	(14 221)	Dividend received
( 227)	(3 029)	Net movement

On 1 May 2014, Clover SA Proprietary Limited (holding 50% of the entire issued share capital) and Futurelife Health Products cc (holding 50% of the entire issued share capital) formed a new company called Clover Futurelife Proprietary Limited ("Clover Futurelife"). Clover Futurelife intends to manufacture, distribute, sell and market a range of functional food products using trademarks under licence from Clover and Futurelife.

GROUP			COMPANY
2016 R'000	2015 R'000		2016 R'000	2015 R'000
		Clover Futurelife
		Joint venture's statement of financial position
–	1	Current assets
–	(507)	Current liabilities
–	(506)	Equity
50%	50%	Portion of Group's ownership
–	(253)	Carrying amount of investment
		Joint venture's revenue and profit
		Revenue
		Cost of sales
	(506)	Sales, marketing, distribution and administrative expenses
506		Other operating income
		Finance income
506	(506)	Loss before tax
		Income tax expense
506	(506)	Loss for the period
50%	50%	Portion of the Group's ownership
253	(253)	Group's share of loss for the year
		Total interest in profits from joint ventures
14 268	10 939	Total Group share of profit after tax
31 651	31 625	Total investments in joint ventures

SEGMENT REPORTING

The Group's manufacturing, distribution, other assets and liabilities are totally integrated between the different product groups. The Executive Directors (the Chief Operating Decision Maker) are of the opinion that the operations for individual manufacturing, distribution and product groups are substantially similar to one another and that the risks and returns are likewise similar. As a result thereof, the business of the Group is considered to be a single segment, namely Clover Industries Limited (“CIL”).

The following information regarding the Group's product groups, for which no discrete financial information is available, are presented on a voluntary basis. The Group comprises the following main product groups:

•	The dairy fluid products is focused on providing the market with quality dairy fluid products and other dairy fluid replacement products;
•	The dairy concentrated products consist of cheese, butter, condensed milk and retail milk powders;
•	The ingredient products consist of bulk milk powders, bulk butter, bulk condensed milk, bulk creamers, calf feed substitutes, whey powder and buttermilk powder;
•	The non-alcoholic beverage products focus on the development and marketing of non-alcoholic, value-added branded beverage products;
•	The fermented products and desserts consist of yoghurt, maas and desserts.
•	Other consists of Clover Industries Ltd holding company and Lactolab (Pty) Ltd that render laboratory services.

30 June 2016 SEGMENT REPORT BY PRODUCT GROUP	Dairy Fluids R'000	Dairy Concentrated Products R'000	Ingredients R'000	Non- alcoholic Beverages R'000	Fermented Products and Desserts R'000	Other R'000	CIL Group R'000
External revenue
Sale of products	4 427 051	1 355 240	266 909	2 367 158	679 481	6 630	9 102 469
Sale of raw milk	22 769	–	–	–	–	–	22 769
Charges against sales	(93 880)	(34 034)	(10 588)	(58 875)	(10 741)	–	(208 118)
Cost of material and packaging	(2 322 963)	(863 979)	(204 121)	(985 153)	(463 575)	(1 876)	(4 841 667)
Milk collection cost	(237 231)	(56 575)	(12 054)	(8 878)	(9 288)	–	(324 026)
Margin on material	1 795 746	400 652	40 146	1 314 252	195 877	4 754	3 751 427
Reconciliation of margin on material to operating profit
Margin on material							3 751 427
Revenue from rendering of services							684 496
Rental income							8 983
Direct and indirect manufacturing cost							(1 206 199)
Primary distribution cost							(445 487)
Gross profit							2 793 220
Net other costs							(2 220 277)
Restructuring cost							(8 493)
Operating profit							564 450
Net financing cost							(112 825)
Tax expense							(113 992)
Depreciation and amortisation							(188 629)
Assets and liabilities
Assets							5 866 043
Liabilities							2 977 326

30 June 2015 SEGMENT REPORT BY PRODUCT GROUP	Dairy Fluids R'000	Dairy Concentrated Products R'000	Ingredients R'000	Non- alcoholic Beverages R'000	Fermented Products and Desserts R'000	Other R'000	CIL Group R'000
External revenue
Sale of products	4 396 169	1 259 208	274 860	2 065 101	269 782	6 964	8 272 084
Sale of raw milk	152 822	–	–	–	–	–	152 822
Charges against sales	(85 491)	(27 634)	(10 231)	(50 825)	(5 137)	–	(179 318)
Cost of material and packaging	(2 495 270)	(773 658)	(164 461)	(906 026)	(187 328)	(1 632)	(4 528 375)
Milk collection cost	(229 948)	(54 846)	(11 688)	(8 628)	(9 021)	–	(314 131)
Margin on material	1 738 282	403 070	88 480	1 099 622	68 296	5 332	3 403 082
Reconciliation of margin on material to operating profit
Margin on material							3 403 082
Revenue from rendering of services							838 112
Rental income							3 233
Direct and indirect manufacturing cost							(1 063 341)
Primary distribution cost							(396 982)
Gross profit							2 784 104
Net other costs							(2 266 560)
Restructuring cost							(8 472)
Operating profit							509 072
Net financing cost							(74 064)
Tax expense							(100 286)
Depreciation and amortisation							(177 587)
Assets and liabilities
Assets							5 474 837
Liabilities							2 889 989

Group operations outside of South Africa are not material however one of the regions are close to becoming material and have been disclosed separately up to margin on material level as part of the segment report by geographical region on a voluntary basis.

30 June 2015 SEGMENT REPORT BY GEOGRAPHICAL REGION	South Africa R'000	Botswana R'000	Other R'000	CIL Group R'000
External revenue
Sale of products	8 395 704	541 691	165 074	9 102 469
Sale of raw milk	22 769	–	–	22 769
Charges against sales	(198 980)	(5 908)	(3 230)	(208 118)
Cost of material and packaging	(4 382 473)	(326 423)	(132 771)	(4 841 667)
Milk collection cost	(322 514)	(1 512)	–	(324 026)
Margin on material	3 514 506	207 848	29 073	3 751 427

30 June 2015 SEGMENT REPORT BY GEOGRAPHICAL REGION	South Africa R'000	Botswana R'000	Other R'000	CIL Group R'000
External revenue
Sale of products	7 669 413	475 313	127 358	8 272 084
Sale of raw milk	152 822	–	–	152 822
Charges against sales	(170 587)	(4 370)	(4 361)	(179 318)
Cost of material and packaging	(4 112 426)	(318 890)	(97 059)	(4 528 375)
Milk collection cost	(313 231)	(900)	–	(314 131)
Margin on material	3 225 991	151 153	25 938	3 403 082

GROUP

COMPANY

2016
R'000

2015
R'000

2016
R'000

2015
R'000

INCOME AND EXPENSES

6.1

Cost of sales

(208 118)

(179 318)

Charges against sales

(3 622 709)

(3 472 187)

Cost of raw materials

(1 218 958)

(1 056 188)

Packaging costs

( 324 026)

(314 131)

Milk collection cost

(1 206 199)

(1 063 341)

Manufacturing direct and indirect cost

(445 487)

(396 982)

Primary distribution cost

(7 025 497)

(6 482 147)

Total cost of sales

Included in cost of sales are operating expenses as indicated below: Depreciation, amortisation and impairment

(95 967)

(94 380)

•	Depreciation and impairment of property, plant and equipment

(1 522)

(1 376)

•	Amortisation and impairment of trademarks, patents and licences

(97 489)

(95 756)

Total depreciation, impairment and amortisation included in cost of sales

(13 247)

(20 744)

Total inventories, raw material and finished product written off or provided for included in cost of sales

6.2

Other operating income

20 869

38 950

Profit on sale of property, plant and equipment and other assets

521

27 833

9 966

Realised foreign exchange gains

9 075

–

Unrealised foreign exchange gains

1 055

5 967

Scrap sales and sales to staff

1 721

–

Bargain purchase at acquisition (Clover Good Hope)

2 852

–

Fair value adjustment for call option (Clover Frankies)

2 000

–

Distribution received from cell captive

–

549

Consulting income for IT services rendered

–

Fees for the cession of milk rights

44 424

49 369

8 283

2 607

Sundry*

–

73 688

58 039

Total other operating income

44 945

49 369

* Sundry income consist of a number of immaterial items.

6.3

Other operating expenses

(2 252)

(5 465)

Write down to net realisable value of consumable stock (engineering spares)

(1 299)

(1 355)

Loss on hedge for share appreciation rights forward purchases

(5 021)

( 209)

Movement in provision on impairment of trade receivables

(28 366)

–

Release of foreign currency translation reserve in abandonment of foreign operation

–

(2 999)

Unrealised foreign exchange loss

(7 756)

(6 231)

Royalties

(4 477)

(2 832)

Sundry*

(49 171)

(19 091)

Total other operating expenses

6.4

Operating profit

Operating profit before finance income/(cost) has been determined after taking into account the following expenses:

Other expenses

(37 705)

(25 184)

Research expenses

Rentals

(46 528)

(35 025)

•	land and buildings

(45 069)

(39 616)

•

equipment

(318 531)

(329 804)

•

vehicles

(2 259)

( 970)

•

machines

(3 729)

(2 933)

•

other

Direct operating expenses of investment properties earning rental income

( 16)

( 22)

•	maintenance

(453 837)

(433 554)

Total other expenses

Personnel expenses

(1 604 728)

(1 556 894)

Wages, salaries, bonuses and car allowances

(25 728)

(22 615)

Company contributions

(104 586)

(88 839)

Pension contributions

(34 788)

(31 786)

Medical aid fund contributions

(48 379)

(71 283)

Other personnel expenses

(8 493)

(8 156)

Retrenchment cost

(1 826 702)

(1 779 573)

Total personnel expenses

* Sundry operating expenses consist of a number of immaterial items.

Auditors' remuneration

(11 258)

(10 087)

Audit fees current year

(1 914)

(1 810)

276

(216)

Prior year (under)/over provision

(376)

(635)

Other fees

(11 358)

(10 938)

Total auditors' remuneration

(1 914)

(1 810)

Depreciation, amortisation and impairment

(70 987)

(66 110)

Depreciation and impairment of property, plant and equipment

(1)

(8)

(132)

Depreciation of investment properties

(20 158)

(15 672)

Amortisation and impairment of trademarks, patents and licences

–

( 186)

Scrapping and impairment of property, plant and equipment

(91 153)

(82 100)

Total depreciation and amortisation included in selling, distribution, restructuring and administrative expenses

(1)

6.5

Finance income

7 901

329

Bank interest

2 700

1 414

495

5 148

Interest received on call deposits

1 743

3 564

Other

738

1 370

10 139

9 041

Total finance income

3 438

2 784

6.6

Finance cost

(18 158)

(17 505)

Bank loans and overdrafts

–

( 56)

(82 050)

(61 387)

Debtors' securitisation

(16 153)

–

Debentures

(6 603)

(4 213)

Other

(14)

–

(122 964)

(83 105)

Total finance cost

(14)

(56)

6.7

Restructuring expenses

Restructuring expenses has been determined after taking into account the following expenses:

(8 493)

(8 156)

Retrenchment expenses

–

(55)

Relocation of existing assets as part of Cielo Blu

–

(75)

Listing fees for new shares issue

–

(75)

–

(186)

Scrapping and impairment of property, plant and equipment

(8 493)

(8 472)

Total restructuring expenses

–

(75)

GROUP

COMPANY

2016
R'000

2015
R'000

2016
R'000

2015
R'000

TAXATION

7.1

The major components of the tax expenses are:

Local income tax

Current income tax

(87 139)

(88 549)

•	current year

(9 957)

(10 954)

1 531

–

•	previous year

–

Deferred income tax

(4 098)

(4 453)

•	current year

–

784

2 381

•	previous year

(32)

524

(1 552)

(636)

Withholding tax on foreign income

Foreign taxation

Current income tax

(20 185)

(10 457)

•	current year

(18)

–

•	previous year

Deferred taxation

(2 899)

1 451

•	current year

(416)

(23)

•	previous year

(113 992)

(100 286)

Total income tax expense

( 9 925)

( 10 430)

200 268

211 247

Estimated taxation losses available for reduction of future taxable income

7.2

Reconciliation of income tax rate

28.00

Standard income tax rate

28.00

Adjusted for:

(2.97)

(1.62)

Non taxable income*

(20.68)

(15.80)

2.16

1.82

Non deductible expenses#

0.01

0.16

(0.73)

(0.44)

Special deductions%

0.50

0.48

Special inclusions&

(1.49)

0.55

Tax (profits)/losses of foreign subsidiaries not (taxable)/deductible

(0.87)

(0.68)

Effect of foreign jurisdictions tax at lower rates

(0.40)

(0.53)

Prior year adjustments: over provision

–

(0.59)

(0.84)

(0.69)

Share of joint venture profit equity accounted

–

(2.97)

Additional deferred tax asset recognised on assessed loss

–

(0.24)

Utilisation of assessed loss not previously recognised

1.62

–

Release of foreign currency translation reserve in abandonment of foreign operation

(0.70)

(1.16)

Tax deduction realised on share appreciation rights exercised

0.19

(0.03)

Other^

24.47

22.49

Effective income tax rate

7.33

11.77

* Accounting capital profits; fair value adjustments on call options; IFRS day one gain; employment tax incentive;

# Professional and legal fees; non-deductible depreciation; share-based payment expense.

% Learnership allowances;

& Capital gains realised on assets disposed

^ Foreign withholding taxes in foreign jurisdictions and utilisation of foreign tax credits

GROUP					COMPANY
2016 Number of shares	2015 Number of shares				2016 Number of shares	2015 Number of shares
		8	EARNINGS AND HEADLINE EARNINGS PER SHARE
			8.1	Diluted weighted average number of ordinary shares
188 733 409	183 989 596			Weighted average number of issued ordinary shares
4 288 569	8 477 179			Increase in number of shares as a result of unexercised share appreciation rights
193 021 978	192 466 775			Diluted weighted average number of ordinary shares

R'000	R'000			R'000	R'000
		8.2	Profit for the year
350 906	350 345		Profit for the year attributable to equity holders of the parent company

Cents per share	Cents per share			Cents per share	Cents per share
		8.3	Earnings per share
			Basic
185.9	190.4		Attributable to equity holders of the parent
			Diluted
181.8	182.0		Attributable to equity holders of the parent

GROUP				COMPANY
2016 R'000	2015 R'000			2016 R'000	2015 R'000
		8.4	Headline earnings per share
			Headline earnings attributable to equity holders of the parent company
350 906	350 345		Profit for the year attributable to equity holders of the parent company
			Gross remeasurements excluded from headline earnings
(20 869)	(38 950)		Profit on sale of property, plant and equipment and gains on other assets
(1 721)	–		Bargain purchase at acquisition (Clover Good Hope)
28 366	–		Release of foreign currency translation reserve in abandonment of foreign operation
			Taxation effects of remeasurements
(87)	7 948		Profit on sale of property, plant and equipment and gains on other assets
356 595	319 343		Headline earnings attributable to equity holders of the parent company

Cents per share	Cents per share		Cents per share	Cents per share
		Headline earnings per share
		Basic
188.9	173.6	Attributable to equity holders of the parent
		Diluted
184.7	165.9	Attributable to equity holders of the parent

GROUP				COMPANY
2016 R'000	2015 R'000			2016 R'000	2015 R'000
		9	DIVIDENDS DECLARED AND PAID
			During the year equity dividends were declared as follows:
108 755	71 624		To ordinary shareholders	108 755	71 624

Cents per share	Cents per share			Cents per share	Cents per share
57.61	38.60		To ordinary shareholders	57.61	38.60

GROUP				COMPANY
2016 R'000	2015 R'000			2016 R'000	2015 R'000
		10	ASSETS CLASSIFIED AS HELD-FOR-SALE
			Carrying value
2 225	–		- Property plant and equipment
8 682	429		- Freehold land and buildings	–	429
10 907	429			–	429
			Certain properties are classified as assets held-for-sale following the decision of the Group's Management to sell certain properties no longer required for Group operations. The fair value of the disposal group exceeds the carrying value.
			Sales are expected to be realised within the next six months.
			The other net current assets of Lactolab (Pty) Ltd amounting to R0.4 million has not been reclassified as a disposal group to held for sale since it is not considered to be material.
			Management is in the process of selling the property held by RBC situated in Stikland, Cape Town. The remainder of the assets amounting to R1.6 million relate to Lactolab (Pty) Ltd and the balance of R0.8 million represents movable items forming part of the Stikland sale.

Annual financial statements

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS