INVICTA HOLDINGS LIMITED

The directors have pleasure in presenting their annual report, which forms part of the annual financial statements and the 2010 Annual Report of the Group and of the Company for the year ended 31 March
2010.

In the context of the financial statements, the term “Group” refers to the Company, its subsidiaries and associates.

Nature of business

The Company is an investment holding and management company. The various operations of the Group are summarised below with an expanded explanation of the various businesses detailed in the review of operations.

Humulani Investments

Operational holding company of all the Invicta Group operations.

Humulani has 25% of its ordinary shares under the control of BEE parties.

20% of Humulani’s ordinary shares are held by aloeCap Private Equity Investments 1 (Pty) Limited, a wholly-owned subsidiary of aloeCap (Pty) Limited. aloeCap is a 100% black-owned and managed company.

5% of Humulani’s ordinary shares are held by the Humulani Investments Share Incentive Trust. The beneficiaries of the trust are the black employees of the Group.

In terms of SIC 12, the 5% of the ordinary issued share capital of Humulani Investments (Pty) Limited owned by the Humulani Investments Share Incentive Trust (“the trust”) has been consolidated. Deconsolidation thereof and the recognition of the profit attributable to the issue of the shares to the trust will commence once the residual risks attributable to the loan finance provided by Invicta to the trust to acquire the shares dissipate through repayment or the investment value increases.

Bearing Man Group (BMG)

Southern Africa’s leading distributor of bearings, seals, power transmission components, drives, belting, fasteners, filtration and hydraulics.

Autobax

Importer and distributor of timing chains, timing belts, timing components and oil pumps to the automotive industry, and similar niche products to the motorcycle industry.

Capital Equipment Division (CED)

Northmec

Distributor of a full range of leading agricultural machinery, implements and related spare parts.

CSE

Wholesale and retail distributor of light earthmoving machinery, turf-grooming machinery, golf cars, utility vehicles and related spare parts.

New Holland

Wholesale distributor of leading brand agricultural machinery, implements and related spare parts.

Doosan SA

Doosan SA supplies predominately heavy earthmoving machinery for construction and mining applications.

Criterion

Importer and distributor of leading materials handling equipment and related spare parts.

Tiletoria

A leading importer and distributor of tiles and relatedsanitary ware in the Western Cape and KwaZulu- Natal.

Compliance with accounting standards

The Group’s and the Company’s annual financial statements comply with International Financial Reporting Standards, the South African Companies Act and the JSE’s Listings Requirements.

Management philosophy

Invicta adopts a hands-on approach to managing its subsidiaries. Each subsidiary is self contained and has its own managing director and a complete complement of financial and administration infrastructure. The Invicta Group chief executive officer is, however, actively involved in the executive committees of both the capital equipment and engineering consumable operations, with executive

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