Olympia Capital : CONSOLIDATED AND SEPARATE ANNUAL REPORT FOR THE YEAR ENDED 31 DECEMBER 2022

OLYMPIA CAPITAL CORPORATION LIMITED	number
Consolidated and Separate Annual Report for the	ended 31

ConsolidatedandSeparateAnnualReport

for the year ended31 December 2022

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OLYMPIA CAPITAL CORPORATION LIMITED (Registration number BW00002007272)

Consolidated and Separate Annual Report for the year ended 31 December 2022

General Information

Country of incorporation and domicile	Botswana
	Listed investment holding company which owns Kalahari Floor
Nature of business and principal activities	Tiles (Proprietary) Limited. Kalahari Floor Tiles (Proprietary)
Limited is involved in the business of manufacturing Vinyl floor
	tiles, aluminium, PVC windows and cleaning chemicals.
	Christopher Walter Obura	Chairman
	Alex Njoroge Kimani
Directors	Robert Wahome Wanderi	Ceased on 20 June 2022
Tengo Jabavu Rubadiri
	Tebatso Tiraatso Lekalake
	Patrick Matu Wamae
Registered office	Plot 1278, Old Lobatse Road Gaborone Botswana
Business address	Plot 51, 52 & 53 Mogoditshane Gaborone Botswana
Postal address	P O Box 2166 Gaborone Botswana
	First National Bank of Botswana Limited
Bankers	First National Bank of South Africa
Stanbic Bank of Botswana Limited
	Access Bank Botswana Limited
	Mazars
Auditors	Plot 139
Gaborone International Finance Park
	Gaborone
Secretary	Pricewaterhousecoopers (Proprietary) Limited

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OLYMPIA CAPITAL CORPORATION LIMITED (Registration number BW00002007272)

Consolidated and Separate Annual Financial Statements for the year ended 31 December 2022

Content

Corporate Governance Statement		3 - 4
Board of Directors		5
Directors' Responsibilities and Approval		6
Top Ten Shareholders and Shareholders Spread		7
Independent Auditor's Report	8	- 11
Statement of Financial Position		12
Statement of Profit or Loss and Other Comprehensive Income		13
Statement of Changes in Equity		14
Statement of Cash Flows		15
Accounting Policies	16	- 33
Notes to the Consolidated And Separate Annual Financial Statements	34	- 66
Notice of Meeting		67
Form of Proxy		68
King III Compliance Report	69	- 73

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OLYMPIA CAPITAL CORPORATION LIMITED (Registration number BW00002007272)

Consolidated and Separate Annual Report for the year ended 31 December 2022

Corporate Governance Statement

The Board ensures that OCCL acts as a responsible corporate citizen by adhering to corporate governance policies. The board is aware that stakeholders' perceptions affect OCCLs reputation. The Group is committed to promoting ethical business practice in all aspects of its operations. The board acts as the custodian for corporate governance.

OCCL conducts business with integrity and its leadership operates on strong ethical foundations. The board directs strategy and operations to build a sustainable business while considering the long- term impacts on the environment. Our corporate structure, business, operations and disclosure practices have been strictly aligned to our corporate governance policies. Transparency, accountability, fairness and communication with stakeholders are integral to our functioning.

The Group has adopted King Code (King III) as the framework for corporate governance. OCCL has applied the guidelines as entrenched in the revised Botswana Stock Exchange listing rules in so far as appropriate and practical for a company of its size.

Company Secretary

The company secretarial function is outsourced to PricewaterhouseCoopers (Pty) Ltd (PwC Botswana). Mr Saumendu Sinha from PwC Botswana is responsible for this function. He is a Fellow member of Botswana Institute of Chartered Accountants with over 29 years' experience in both listed and unlisted environment. The board is satisfied that he has the competence and experience to perform the role.

The company secretary plays a critical role in the corporate governance of the Group, acting as the advisor to the Board, guiding directors in areas of corporate governance, legal and statutory amendments and the effective execution of Director's responsibilities and fiduciary duties. Directors have unrestricted access to the advice and services of the company secretary. The company secretary ensures that the Board and Committee charters are kept up to date. Furthermore, the company secretary helps the Board and the Audit and Risk Committee in the process of self-assessment. The board confirms that the relationship between the board and the company secretary remains at arm's length. The board reviews the relationship each year and ensures that the company secretary does not take on any management or executive duties for the board.

Board Committees

• Audit and Risk and Investment - assists the Board in providing oversight of all matters relating to risk management, financial management and controls, financial accounting, audit and the external reporting requirements of OCCL and its subsidiary companies and oversees investment policies, advisor selection, strategy and fund performance to ensure the best possible outcome for the members or beneficiaries. The audit committee has satisfied itself on the expertise, experience and appropriateness of Chief Financial Officer for the period under review.
• Governance, Nominations and Remuneration - assists the Board in the discharge of its responsibilities and oversight relative to the remuneration and performance of the Chief Executive Officer and senior executives, remuneration of
  Directors and human resources policy and strategy and assists the Board in succession planning for the Board and ensuring the Board has the appropriate balance of skills, experience, independence and knowledge to enable it to effectively discharge its duties and responsibilities. Further, the Committee oversees who serves on the board of directors, as well as playing a central role in the selection and compensation of executive-level roles in the organization.

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OLYMPIA CAPITAL CORPORATION LIMITED (Registration number BW00002007272)

Consolidated and Separate Annual Financial Statements for the year ended 31 December 2022

Corporate Governance Statement (continued)

Accountability and Compliance

Risk Management and Internal Controls

The board is responsible for the oversight of risk management process. The audit and risk committee reports to the board in this regard. The risk management policy was adopted to identify, assess, manage and monitor the risks to which OCCL is exposed.

Management has implemented systems of internal controls aimed at:

• safeguarding assets and reducing the risk of loss, error, fraud and other irregularities;
• ensuring the accuracy and completeness of accounting records and reporting;
• preparing timely and reliable financial statements and information in compliance with relevant legislation;
• complying with accounting policies and practices in accordance with International Financial Reporting Standards; and
• Increasing the probability of anticipating unpredictable risk. An internal audit function is not considered necessary. External auditors are used as required.

Dealings in the Company Securities

Directors, management and staff members are not permitted to transact in the company's shares in any way during closed periods and when they are in possession of unpublished price sensitive information in relation to OCCL securities. The Directors and Executive management are mandated to declare to the company secretary all personal dealings in the securities of the company and the same is disclosed to shareholders. All share transactions are disclosed on X-news within the time prescribed by the Botswana Stock Exchange listings requirements.

Legislative Compliance

Legislative and regulatory compliance in monitored by the Company Secretary. There were no cases of material legislative or regulatory non-compliance and no penalties or sanctions were imposed on OCCL or any of its directors or officers during the year.

Going Concern

The Board confirms that it is satisfied that the company has adequate resources to continue in business for the foreseeable future. For this reason, the company continues to adopt the going concern basis when preparing the financial statements.

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