highlights vision contents strategy Gross profit up 12.5% to R70.1 million despite constraints at the Delf Sand mine.

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3 highlights vision contents Revenue 2011 up Highlights by 15.1% to R243.5 million. Sales from mines increased to 1.7 million tons, an 18% increase. Gross profit up 12.5% to R70.1 million despite constraints at the Delf Sand mine. Award of two exploration rights for the alluvial silica deposit on our Cullinan property and the Marble Hall south limestone deposit. Commissioning of the plant in October 2010 at the Delf Tongaat facility for processing of alluvial silica for the KwaZulu-Natal market. Improved safety awareness within the bringing down the LTIFR to Record production at both the Lyttelton Centurion and Marble Hall mines. Delf Silica Marble Hall Lyttleton Centurion Marble Hall Delf Silica Lyttleton Centurion Infrasors is committed to supplying high grade aggregate, silica and powders to steel and foundry industries, building and construction sectors, by maintaining a well-balanced portfolio of mining assets that offer sustainable growth and continuity of earnings. strategy Management rationale We strive to have a robust succession plan that will ensure the uninterrupted continuity of the into the future. We believe that the development and training of a well-disciplined and shareholder value driven management team will position the to achieve its goals and aspirations. Markets Our aim is to be a leading provider in the markets in which we operate. Our intention is to achieve this by consistently delivering high quality products to our markets underpinned by the research and development of new product applications and enhancement of our mining and beneficiation processes. Product offerings We seek to grow our product offering both organically and acquisitionally. Cost containment We are constantly improving operations and systems to optimise profits without affecting revenue. Corporate responsibility We are committed to the aims and goals of the Mining Charter and are accountable and responsible to our employees, stakeholders and the communities in which we live and work. Highlights for the year 1 Vision and Strategy 2 Structure 3 Location and Operations 4 Directorate and Executive Management 5 Chairman s Letter 7 Chief Executive s Review 8 Operational Review: Marble Hall 11 Lyttleton Dolomite 12 Delf Silica 13 Pienaarspoort Silica 15 Pienaarspoort Property Development 16 Corporate Governance Review 18 Transformation 21 Mineral Reserves and Resources 23 Annexure A: Infrasors Holdings Limited Annual Financial Statements 26 Annexure B: Subsidiary Companies and Associate 77 Annexure C: Shareholder Information and Analysis 78 Notice of Annual General Meeting 82 Form of Proxy 86 Administrative Information 88 Overview Management Overview Sustainabilty Review Annexures Revenue Tons Sold

4 03 Infrasors Holdings Ltd Annual Report 2011 I N F R A S O R S H O L D I N G S L I M I T E D Our Goals is a South African mining resources company, mining and producing a spread of minerals for the industrial, mining, building and construction sectors. Our Values locations and operations 04 Infrasors Holdings Ltd Annual Report 2011 To mine and beneficiate a spread of minerals in line with our expertise. To build a well-balanced portfolio of mining assets that offer sustainable growth and continuity of earnings. To transform our workforce to meet the empowerment objectives of the Mining Charter. To entrench a sustainable Health, Safety and Environmental culture with all stakeholders in order to ensure ZERO HARM to all our employees. To strive for Zero Harm for all our employees and subcontractors. To have honesty, integrity and trust in our dealings. To care for our environment. To perform to the best of our abilities, take pride and be passionate. group structure I N F R A S O R S H O L D I N G S L I M I T E D Operations Corporate Delf Sand (Pty) Ltd. T/A delf silica Admin Mine Development Strategic Projects Lyttelton Centurion Mine Marble Hall Mine Delf Sand Mine Delf Cullinan Mine Delf Tongaat Facility Pienaarspoort SQ Mine Cape Town Lyttleton Dolomite (Pty) Ltd Dolomite and Limestone Lyttelton Centurion Mine Opencast mining, crushing, washing and sizing of a dolomite ore-body. Products beneficiated: Metallurgical dolomite for iron steel industry Construction aggregate and sand Stone dust (powders) for coal and agricultural industries Marble Hall Mine Opencast mining, crushing washing and sizing of a limestone ore-body. Products beneficiated: Metallurgical limestone for iron steel industry Construction aggregate and sand Stone dust (powders) for coal and agricultural industries I N F R A S O R S H O L D I N G S L I M I T E D Infrasors Holdings Limited Head Office Rivonia Johannesburg delf Delf Sand (Pty) Ltd. T/A silica Bloemfontein Port Elizabeth Delf Silica Alluvial Silica and Silica Quartz Delf Sand Mine Opencast mining, washing, drying, sizing and transport of an alluvial silica sand ore-body. Products beneficiated: Metallurgical Silica sand for the foundry industry Silica sand for the tile adhesive industry Silica sand for golf course and recreational markets Building sand Polokwane Johannesburg Durban Delf Tongaat Facility Washing, drying, sizing and transport of an alluvial silica sand ore-body. Products beneficiated: Metallurgical Silica sand for the foundry industry Silica sand for the tile adhesive industry Delf Cullinan Mine Proposed opencast mining, washing, drying, sizing and transport of an alluvial silica sand ore-body. Products beneficiated: Metallurgical Silica sand for the foundry industry Silica sand for the tile adhesive industry Pienaarspoort Property Development Establishment of a township on land that has completed its mining operations Overview Management Overview Sustainabilty Review Annexures

5 05 Infrasors Holdings Ltd Annual Report 2011 directorate and executive management directorate and executive management 06 Infrasors Holdings Ltd Annual Report 2011 During the year the Infrasors Board of directors consisted of five non-executive directors and three executive directors. The Board s skills are varied offering complimentary collective experience and track records in the areas of mining, exploration, project development, and legal, commercial and financial management in the listed company environment. Executive directors Stephen Courtney Non-executive directors Trevor Robinson (53) Mochele Noge (37) Pr.Eng, B.Sc (Civil) H-Dip (Corp Law), CA (SA) Member of Engineering Council of South Africa (Appointed as Chairman 1 March 2011) Member of SAIMM Hugh Stephen Courtney (58) Hugh Stephen Courtney (58) FCA, CA (SA) FCA, CA (SA) (Became non-executive Deputy Chairman 1 March 2011) (Appointed as Deputy Chairman 1 March 2011) Marius Potgieter (33) Dr Popo Simon Molefe (59) M.Com (Fin), CA (SA) (Resigned 28 February 2011) Christopher Hardy Boulle (39) B.Com, LLB, LLM Dereck Harry Alexander (59) Executive committee member (Resigned 28 February 2011) Kerry Anne Colley (43) David Nabarro (63) Secretary (Retired 22 October 2010) Mochele Noge Chris Boulle The brief curriculum vitae of the Board of directors at the date of this report are set out below: Mochele Noge Independent non-executive chairman Mochele accepted the position of nonexecutive chairman of the Infrasors board, effective 1 March Mochele is a chartered accountant having completed his Accounting Traineeship Programme with the First Rand Banking. His experience is primarily in finance/ banking having been exposed to retail, investment and corporate banking. He sits on the Board of directors of numerous companies as a non-executive director. Trevor Robinson Chief executive officer Trevor Robinson qualified as an engineer when he obtained his BSc (Civil) and has been registered with the Engineering Council of South Africa since He has been in the construction industry for the past 27 years having been Managing Director of Concor Civils and Concor Mining (focused on underground and opencast operations) within the Concor. Trevor is former director of Concor Holdings (Pty) Ltd and Concor Limited. Trevor Robinson Kerry Colley Marius Potgieter Financial director Marius qualified as a chartered accountant in Subsequent to completion of his articles he was employed as auditing manager. After leaving the auditing environment he practiced as finance manager in the tile adhesive manufacturing industry and later the office furniture manufacturing industry. Marius also lectured a Financial Management course at UJ while completing his post graduate studies prior to joining Infrasors in Stephen Courtney Non-executive deputy chairman Stephen has assumed the position as non-executive deputy chaiman with effect 1 March Stephen is qualified as a registered chartered accountant in Ireland (1977) and South Africa (1986), completing his articles at PriceWaterhouseCoopers. He has more than 20 years specific experience in corporate finance and has been involved in numerous listings, mergers, acquisitions, disposals and other corporate transactions. Stephen has extensive experience in manufacturing, distribution and the electronics industry. Stephen is the non-executive chairman of Amecor Limited, a company listed on the JSE. Chris Boulle Independent Non-executive director Chris, a partner at HR Levin Attorneys, Notaries and Conveyancers, obtained his legal qualifications at the University of the Witwatersrand. He specialises in South African and international commercial, corporate and tax law. He is and has been a director of several companies and is a trustee of numerous trusts and pension, provident and retirement annuity funds. Kerry Colley Secretary Kerry has considerable experience in company statutory matters, financial reporting, budget preparations, human resources functions, compliance and administration. Marius Potgieter Overview Management Overview Sustainabilty Review Annexures

6 07 Infrasors Holdings Ltd Annual Report 2011 chairman s letter chief executive s review 08 Infrasors Holdings Ltd Annual Report 2011 Mochele Noge Chairman I am pleased to report that the group has turned in a solid performance for the year under review despite a weak economy and a constrained construction sector. A set of strong operating results bears testimony to our solid performance and this is clearly evidenced by our R7.8 million increase in gross profit in This was was supported by cash flows from operating activities of R34.8 million, a sharp 32.8% boost on the prior year figure of R26.2 million. The board and management remain optimistic about the future of the group and have demonstrated this by their continued investment in capital expansion. Capital expenditure of R33.9 million (F2010: R34.2 million) was incurred in the year under review. Our strategy of continued capital investment has yielded a positive return as we continue to exploit efficiencies with revenue and sales volumes increasing year on year by 15.1% and 18.0% respectively. Regulatory environment The is diligently consolidating its mining assets and a significant amount of commendable work has gone towards concluding the expansion of our Lyttelton Dolomite and Delf Silica operations. Two new order prospecting rights were granted. One granted in December 2010 in respect of the Cullinan alluvial silica resource and the other was granted in September 2010 in respect of the southern extensions to the Marble Hall mine. Further drilling and prospecting of the Delf Sand and Cullinan ore bodies were concluded and the results reflect an increase to proved and probable ore body of 1.0 million tons for Delf Sand mine and an additional 8.2 million tons of inferred alluvial silica for Delf Cullinan mine. An exploration review of the existing borehole information at the Marble Hall southern extension resulted in an increase to ore bodies in the order of 37.9 million tons of available limestone deposits. Further regulatory developments that are pending pertain to the two mining permit applications that have been submitted in respect of our Delf Silica operations located in Kwa-Zulu Natal. Board and corporate governance While there have been several changes to the Board, we continue to espouse the principles of accountability, transparency, robust debate and good corporate governance. During the course of the financial year the following resignations from Dr Popo Molefe (28 February 2011), Mr Dereck Alexander (28 February 2011) and retirement from Mr David Nabarro (22 October 2010) were accepted as they departed to dedicate more time to their other business interests. As part of our Board succession, I am both delighted and honoured to accept the position of non-executive Independent Chairman of Infrasors effective 1 March Mr Stephen Courtney has moved from being Commercial Director to Deputy Chairman with effect from 1 March We are continuously reviewing and monitoring the Board composition but are confident to declare that despite a decreased Board we believe that we are aptly equipped to take the group from strength to strength. Outlook Whilst the global economic outlook has improved, South Africa tends to lag behind the economic cycle and we expect the tough trading conditions to continue for some time. We are proceeding with the pre-planning of the Delf Cullinan mine and the reliable quantification of the reserve volumes at Cullinan. A drilling programme has been implemented and the evaluation of the plant detail has commenced. As mining has been completed on a portion of Delf Sand mine, it is the company s aim not to build but rather develop and rezone this portion of land as a mixed use residential and commercial township with a view to disposing the value added land to a developer. Thanks I would like to express my sincere gratitude, acknowledgment and thanks to the Board and its Committees for staying the course and for their significant contribution during these testing economic times. On behalf of the Board, I wish to pay tribute to Mr David Nabarro and especially to Dr Popo Molefe and Mr Dereck Alexander who have been long-standing members of the Board since the inception of Infrasors. Their commitment, sage counsel, business acumen and integrity will be sorely missed. A warm and heartfelt thanks to Trevor Robinson, our talented Chief Executive Officer, his passionate management team and to all our dedicated employees whose relentless work and conscientiousness ensured that we responded positively to this year s daunting challenges. Finally I wish to thank the shareholders for their support and their confidence in the Board as the custodians of your company. Mochele Noge Chairman Trevor Robinson Chief Executive Director The focus for the Infrasors remained on improving the performance of the operations at all of our mining entities. The Lyttelton Centurion and Marble Hall mines have made great strides in this regard. An impressive 46.7% increase in Marble Hall sales has certainly been a highlight for the year. The Delf Sand Mine has had a difficult year with a number of changes having been implemented in order to force it back on track in terms of its performance. The Lyttelton Centurion mine has become a model mine in terms of its safety and smooth running of the operation. Even with market conditions remaining tight during the financial year the was able to lift its revenue by 15.1%. This was made possible by an 18% increase in overall tons sold by the. The net result was an increase in gross profit from its operating activities by 12.5%. The cost structure is under pressure particularly with respect to fuel, electricity, royalty charges and employee demands requiring each mine to be strict but innovative in their daily operations. One is also constrained by contending with a lag in moving these additional costs into the pricing structure. The iron and steel industry showed a positive trend and resulted in an increase of sales in our metallurgical aggregate, with the real impact been felt at the Marble Hall mine (98.9% increase at Marble Hall mine and 23.8% increase at the Lyttelton Centurion mine). The foundry industry showed a slight recovery with volumes increasing by a small margin of 5.5%. The supply into the construction market remained volatile, but the Lyttelton Centurion mine was able to obtain a fair share of the local market during this period of slow construction activity, boosting its overall construction sales by 19.5%. The tile adhesive sector has been affected by the low construction activity and remained flat during this period. The s powder sales into the coal and agricultural sectors remained at similar sale volumes. Importantly, as areas are becoming available on portions of our Pienaarspoort property due to mining having been completed, progress has been made in the Pienaarspoort Property Development as an alternative land use. A concept development framework plan has been established and confirms the potential of establishing a township. We will continue to develop this initiative further. Health and Safety The continuation of the enforcement of the s Health and Safety initiatives has remained on track showing an improvement in the LTIFR from 0.24 in 2010 to 0.19 in This is attributable to a positive behavioural change of our personnel on our mines, improved safety procedures and enforcement of Health and Safety standards. The s Zero Harm strategy continues to remain a priority in striving to improve our management systems and people behaviours, as well as ensuring safer workplaces for the wellness of all. There is a marked improvement by all in being proactive and transparent in their daily duties. Optimisation at our Mines At Lyttleton Centurion mine the newly installed processing plant, referred to as Lunar, was brought into operation at the beginning of 2010 and played an important role in providing flexibility for its supply into the construction market, achieving an increase in sales of 19.5%. With an increase of metallurgical sales of 23.8%, combined with a drop of agricultural powder sales of 51%, an overall sales volume of 15.1% was achieved at the Lyttelton Centurion mine. The Marble Hall mine was able to boost its volume of sales to a new record high. It saw increased sales in all three areas that it specialises in: metallurgical aggregate, powders and construction aggregate. Sales volumes increased by 46.7%. Additional mobile loading equipment was purchased for both Lyttelton Centurion and Marble Hall mines in order to phase out the older, unreliable equipment with this trend to continue. Delf Silica saw a marginal increase in sales; but remained under pressure with regard to its mix of sales, product sales price and production cost. We have embarked on a strategy to address these areas with a new and revitalised management team. The Delf Tongaat facility was commissioned in October 2010 and immediately commenced producing product for both tile adhesive and foundry customers. The tanker fleet was upgraded with the inclusion of 3 new rigs, which is in accordance with its replacement programme. In line with its long term strategy for Delf Silica, work has commenced on firming up on the alluvial silica ore-body at the proposed Cullinan mine and in parallel developing a preliminary concept design for the plant. The goal is to improve the product yield and achieve a higher Overview Management Overview Sustainabilty Review Annexures

7 09 Infrasors Holdings Ltd Annual Report 2011 chief executive s review continued operational project pipeline 10 Infrasors Holdings Ltd Annual Report 2011 quality product at a lower cost, whilst also increasing production capacity. It is the intention to bring this mine on stream as soon as regulatory approvals are obtained. Environment The has been reviewing and updating its environmental management programs at each of its three operating mines. Each mine has its focus areas and projects that it is attending to. An important milestone was reached at Lyttelton Centurion mine when approval was granted by the Department of Water Affairs for the release of water from the mine into the Doringskloof Spruit in order to assist the initiative by the residents association for re-establishing the wetland in the suburb. Both the Lyttelton Centurion and the Delf Sand mines have an Environmental Community Forum attended by various interested parties and experts to assist and monitor mine endeavours. Regulatory approvals Progress has been made in the application process for the granting of our new order licences that are outstanding for the Lyttelton Centurion and Marble Hall mines. Approval for the expansion of the Lyttelton Centurion mining footprint is at an advanced stage. Importantly, the prospecting rights for the Delf Cullinan alluvial silica and the Marble Hall south limestone deposits were granted in December 2010 and September 2010 respectively. We intend to advance the exploration at Delf Cullinan as a priority and proceed with the application for the Mining Right and related approvals. Integrated Water Use licences have all been applied for and are being processed by the Department of Water Affairs. All the necessary studies in this regard have been concluded. One of the two mining permits applied for in Kwa-Zulu Natal is expected to be awarded in the third quarter of 2011, with the other still going through approvals. Outlook Recovery of the South African economy has been pedestrian and contained within it are the pressures on the construction industry. The markets remain difficult to predict. We do, however, see a continued uptake by the iron and steel industry and foundry sector. We remain confident that even with tight trading conditions, we can maintain the same levels for construction and powder supplies into the market. The will continue to focus on growing its volumes in its current markets and explore avenues that improve the efficiencies of the business and drive up the value of the company. At the same time, it continues to seek other opportunities that will compliment its activities. We are uniquely placed in the markets within which we operate and have certain niche areas. Together with a competent and focused professional team we are confident in our route to drive up shareholder value. I would like to thank the management and each and every staff member for their sterling input into bringing our new products to market. My sincere appreciation to all of our shareholders and the board of directors for the contribution that they have made to the affairs of the. Trevor Robinson Chief Executive Director cash flow + - Exploration to feasibility Marble Hall Mine South Delf Cullinan Mine Project Development Pienaarspoort SQ Mine Delf Tongaat Facility Lyttelton Centurion Mine Marble Hall Mine North Stage of development Steady State (life of mine) Delf Sand Mine Declining Operations OPERATIONS: Lyttelton Marble Hall Mine Delf Sand Mine Centurion Mine North Minerals Dolomite Limestone Alluvial Silica Capacity (tons per annum) 1.5 million 0.4 million 0.5 million Mining Method Opencast Opencast Opencast Key Markets Metallurgical Metallurgical Foundries Powders Coal/Agricultural Powders Coal/Agricultural Tile Adhesive Construction Aggregate Construction Aggregate Construction Sand KEY PROJECTS: Delf Pienaarspoort Delf Cullinan Marble Hall Tongaat Facility SQ Mine Mine Mine South Minerals Alluvial Silica Silica Quartz Alluvial Silica Limestone Projection Completion Phase 1 & 2 Completed Phase 1 Completed Bulk Sample Phase 2 November 2011 Feasibility Phase Mine Development Phase 1 June 2011 Exploration Phase 2 November 2011 Feasibility Phase 3 May 2012 Pilot Plant Phase 1 June 2013 Exploration Phase Feasibility Overview Management Overview Sustainabilty Review Annexures

8 11 Infrasors Holdings Ltd Annual Report 2011 operational review Lyttleton Dolomite Lyttelton s turnover was R160.4 million for the period under review (F2010: R133.2 million), an increase of R27.2 million (20.4%). Lyttelton s profit before tax was R25.5 million (F2010: R20.2 million), an increase of 26.2%. Lyttleton Dolomite Centurion Mine 12 Infrasors Holdings Ltd Annual Report 2011 Marble Hall Mine At the Marble Hall mine, sales amounted to tons (F2010: tons) of limestone, an increase of tons (46.7%). Metallurgical demand doubled during the period with strong uptake in both powders and aggregate for the local construction demand. Likewise a new front end loader and upgrades to the electrical equipment was performed. Continued opening of the pit at Marble Hall mine, resulted in overburden removal totaling tons (F2010: tons). Marble Hall Mine Sales Split Metallurgical Powders Construction The mine sold tons of dolomite during the year under review (F2010: tons), an increase of tons (15.2%). The mine was able to take advantage of the increased off-take of metallurgical aggregate and was able to secure a fair proportion of the local construction projects which increased sales. However, demand for agricultural powders declined in the period but is expected to pick up in the 1st quarter of The new Lunar plant produced steadily during the year and assisted in providing flexibility and increasing output. Loading capability was improved with the addition of a new front end loader and a new excavator with a hammer for in-pit rock breaking. Upgrading of the electrical circuits and installation of a power factor correction unit was installed in order to curb rising electrical costs. Opening up and mining of the south eastern extremity of the pit was carried out during the financial year with a total tons (F2010: tons) being removed. Fair progress was made in advancing the approvals for the increased mining footprint on the western portion of the pit. Lyttleton Centurion Mine Sales Split Metallurgical Powders Construction Overview Management Overview Sustainabilty Review Annexures

9 13 Infrasors Holdings Ltd Annual Report 2011 operational review Delf Silica Delf Silica sold tons of silica in the period under review (F2010: tons), an increase of tons (2.1%).Delf Silica s turnover was R79.0 million (F2010: R73.8 million), an increase of R5.2 million (7.0%) and contributed R9.8 million (F2010: R13.9 million) to profit before tax, a reduction of 29.5% operational review Delf Cullinan Mine 14 Infrasors Holdings Ltd Annual Report 2011 Delf Sand Mine Delf Sand mine experienced an increase in foundry off-take volumes which improved marginally throughout the year. Overall, the sales volume to the foundry market increased by 5.5% compared to F2010. Likewise the mine was able to marginally increase sales to the tile adhesive market. Sales to the tile adhesive market increased by 3.9%. Sales to golf and leisure markets reduced during this period by 47.3% and sales to the building and construction sector reduced by 12.5%. Above inflation production cost increases experienced mainly in wages, electricity and energy was absorbed by Delf Silica, as a result of the continued pressure experienced by the main foundry and tile adhesive clients. This resulted in a reduction in the sales margin and ultimate profitability of Delf Silica. The Kwa-Zulu Natal facility at Tongaat was completed during August The facility commenced with the supply of sand into the tile adhesive market and proceeded with obtaining approvals from the local foundries for the supply to these entities. The tanker fleet was upgraded with the inclusion of three rigs (tanker and horse) and the retiring of older fleet items. In addition, a replacement dozer was purchased as the volume of rehabilitation work will increase in the year ahead. Delf Silica Sales Split Foundry Tile adhesive Recreational Construction Infrasors is the owner of the property Portion 63 of Brandbach 471JR referred to as the Cullinan property. A Prospecting Licence was granted in December In light of this granting, a desktop study was concluded and has been followed up by a drilling programme to confirm the extent of the alluvial silica deposit, its quality and depth characteristics. It is expected that the mine will have a life of mine in excess of 15 years. In addition, the requirements for submitting regulatory approvals and the submission thereof have been undertaken in order to advance the development of the Delf Cullinan mine as soon as is practical. Work started on the concept layout of the proposed mine and this will be followed up with detailed analysis during the course of the next financial year. The mine is aimed primarily at supplying the South African foundry industry with high grade silica sand. Overview Management Overview Sustainabilty Review Annexures Delf Sand mine has explored the remaining alluvial silica deposits on the mine property and as a result has proceeded with the approvals for expanding the mine footprint.

10 15 Infrasors Holdings Ltd Annual Report 2011 operational review Pienaarspoort Silica Quartz Mine operational review Pienaarspoort Property Development 16 Infrasors Holdings Ltd Annual Report 2011 The New Order Mining Licence was executed in April The drilling results of the deposit had been compiled in a competent persons report that was finalised in December Subsequent to this, an in depth market analysis had been performed in order to understand its potential client base and volumes that can be anticipated. A decision was made to extract a bulk sample to perform further testing of the high grade silica quartz deposit in order to extract more detail on its various characteristics. A blast was performed in January 2011 and the material has been excavated and transported to the Delf Sand mine for processing. The excavated material has undergone crushing, screening and washing to date with samples taken at various stages for chemical testing and grading analysis. Testing is continuing with final results expected in the latter half of the year. On conclusion of the results, a review of the potential market will be undertaken and a concept for the mine layout and its workings will be concluded. The has continued to build on the proposal to establish and develop a township and sell off the land which has been classified as Investment property for capital profits. The property was previously classified as Property, plant and equipment - Land within the s statement of financial position, and was within the mining area. Infrasors, through its wholly owned subsidiary Delf Sand (Proprietary) Limited, is the owner of Portion 55 of the Farm Pienaarspoort 339 JR measuring in the extent some 501 hectares. Delf historically mined alluvial silica on the property and has explored and established the mining area for the proposed Pienaarspoort Silica Quartz crushing operation in the north eastern portion of the property. Alluvial silica mining operations on the southern eastern portion of the property has been concluded and rehabilitation in this area has commenced. Consequently, with effect from the 1st of November 2009, this portion of land was transferred from PPE Land used for mining purposes to land. Town and Regional Planners, Hunter Theron Inc were commissioned to explore the feasibility of a township. They initially conducted a desktop study and have subsequently developed a framework plan as part of a phase 2 initiative. The Infrasors Board on reviewing the results of the development framework plan have elected to continue with the required steps to establish a township. In summary the township establishment process consists of the following consecutive phases: Desktop Assessment Study: Phase 1 This phase primarily dealt with the assessment of the development constraints of the property with the view to determine the developability of the property. A multi-disciplinary approach was followed whereby the relevant consultants each prepared their own site assessment plan and report. These reports culminated into a Desktop Study Report with supporting plans. This was completed during Development Framework Plan: Phase 2 Based upon the findings of the phase 1 study, a more detailed assessment was carried out on each of the various development criteria as prescribed by the relevant legislation. The size of the developable area, as well as the land uses and the amount of residential units that the developable area could physical accommodate, was confirmed. This phase has also been completed. Concept Development Framework Plan: Additional Studies Further specialised studies were undertaken on the floodplain and marshy areas in order to prepare a Concept Development Framework Plan. The findings of the relevant studies correlate favourably with the results of the initial Phase 1 Desktop Study. These studies have also been completed. Township Establishment Process: Phase 3 The information contained in the above studies (Phase 1, 2 and Additional) will form the basis for Infrasors Holdings Limited to proceed with the Phase 3 of formally applying for the Establishment of a Township in terms of the regulations of the Town Planning and Townships Ordinance, Ordinance 15 of Overview Management Overview Sustainabilty Review Annexures

11 17 Infrasors Holdings Ltd Annual Report 2011 operational review corporate governance review 18 Infrasors Holdings Ltd Annual Report 2011 Pertinant Details of the Development The property consists of 501 hectares of which 163 hectares have development potential. According to the consolidated findings of the town planners, together with the sub-consultants (land surveyors, conveyances, geologists, electrical engineer, civil engineer, traffic engineer and environmentalist), the potential of the site is as follows: Development Area Developable area: 163 ha Roads 22%: 36.2 ha Development Framework Plan Concept Layout Plan Portion 55 of the farm Pienaarspoort 339 JR Remainder: Development Split Residential 78%: Alternative uses 22%: Residential Split Freehold 60%: Medium density 26%: High density 14%: Residential Potential Freehold erven: Medium density: 127 ha ha 28.4 ha ha ha ha erven units High density: units Total Potential: erven / units Alternative uses / Potential Community facilities: ha (educational, churches, etc.) Business / Special: ha (also includes offices, industrial, warehousing, etc.) Total development potential m² developable floor area. Infrasors is incorporated in South Africa under the provisions of the Companies Act, as amended (Companies Act). The company is listed on the JSE Limited, and is guided by the principles recommended in the King Report on Governance for South Africa (King III). During the year under review, the board of directors undertook an in-depth analysis of principles contained in King III and compared these with current practice. Disclosure in the annual report demonstrates the s commitment to comply with the principles of King III, as well as the compliance achieved. The Directors have accordingly established mechanisms and policies which are appropriate to the business and risks of the and will ensure continuous reassessment of the quality of the s corporate governance practices. 1. Composition of the Board of directors At the date of this report, the Board consisted of two executive directors and three non-executive directors. The Board is chaired by a non-executive chairman, who is independent. The composition of the Board ensures that there are the necessary professional skills and experience to judge objectively matters relating to the strategic and business direction of the. Infrasors adopted a policy detailing the procedure for appointments to the Board. All appointments are formal and transparent and subject to Board approval. The policy reflects a clear division of responsibilities at Board level to ensure balance of power and authority, such that no individual has unfettered power of decision making. The Board is aware of the need to increase the complement of independent, nonexecutive directors. The Board is currently in the process of identifying suitable steps to be taken to ensure compliance of the principles of King III. 2. Board The Board s responsibilities include providing Infrasors with clear strategic direction, ensuring that there is adequate succession planning at senior levels, overseeing operational performance and management, determining policies and processes which seek to ensure the integrity of Infrasors risk management and internal controls, implementing and maintaining Infrasors communication policy and overseeing director selection, orientation and evaluation. The Board will retain full and effective control over the business of Infrasors. The Board has defined levels of materiality through a written delegation of authority, which sets out decisions requiring Board approval. The delegation is regularly reviewed and monitored. Non-executive directors bring an independent view to the Board s decisionmaking. As a group, they enjoy significant influence at the meetings. Each executive director has a contract of employment and all the non-executive directors are subject, by rotation, to retirement and re-election by shareholders, at least every three years, in accordance with Infrasors articles of association. Generally, directors have been and will be nominated based on their calibre, credibility, knowledge, experience and impact and are expected to have time and devote attention to the role. The remuneration committee is responsible for vetting the individuals proposed for directorship and making recommendations to the full Board for approval. Before nomination, appropriate background checks are performed on proposed new directors. New directors are taken through a formal induction programme and are provided with all the necessary background information to familiarise them with issues affecting the Board. The Board meets four times a year with additional meetings called if necessary or desirable. Information relevant to a meeting is supplied on a timely basis to the Board ensuring directors can make reasoned decisions. The directors have unrestricted access to information and management in relation to Infrasors, and where appropriate, may seek the advice of independent professionals on matters concerning the affairs of Infrasors, at the expense of Infrasors. 3. Independence of the Board The Board s independence from the team responsible for the daily management of Infrasors will be maintained by: Keeping separate the roles of the chairperson and the chief executive officer; Functioning board committees comprised mainly of independent non-executive directors; The non-executive directors not holding fixed-term service contracts; All directors, with prior permission of the board, being entitled to seek independent professional advice on the affairs of Infrasors at the company s expense; All directors having access to the advice and services of the company secretary; and The appointment or dismissal of the company secretary being decided by the Board as a whole and not by one individual director. 4. Board committees The responsibilities delegated to the committees are formally documented in terms of reference for that committee, which have been approved by the Board. It is intended that the effectiveness of the committees will be reviewed annually by the Board, based on a self evaluation done by each committee of the degree to which they have fulfilled their terms of reference. Committee members have unrestricted access to information and management of Infrasors and, where appropriate, may seek the advice of independent professionals on matters concerning the affairs of Infrasors, at the expense of Infrasors. During the year under review the directors attendance of meetings was as follows: Overview Management Overview Sustainabilty Review Annexures

12 19 Infrasors Holdings Ltd Annual Report 2011 corporate governance review corporate governance review 20 Infrasors Holdings Ltd Annual Report 2011 Board attendance Audit committee Remuneration committee Risk committee Transformation committee No. of meetings held (2011) T Robinson 4 4* 2* 2* 2* M Potgieter 4 4* - 2* - HS Courtney 4 4* 2* 2* - P Molefe 1/A D Alexander 4 3/A C Boulle M Noge D Nabarro A K Colley 1 4 3/A Secretary to all committees * Attendance by invitation. A: Apologies were received from directors who were unable to attend meetings. Reasons varied from, inter alia, other commitments and being away on other business. 5. Audit committee The Audit Committee was chaired by an independent non-executive director. The Committee consisted of the following two non-executive directors: Mochele Noge (Chairman); and Dereck Alexander. At the date of this report, the audit committee had been restructured to reflect: Stephen Courtney; Mochele Noge (Chairman); and Chris Boulle. It is intended that the Committee will meet at least four times a year and is responsible for assisting the Board in fulfilling its duties in respect of financial reporting issues, internal and external audit management, ensuring compliance with laws and regulations, risk management and development/maintenance of an effective internal control system. The Audit Committee sets the principles for recommending the use of external auditors for non-audit purposes, which include: Tax services, including advice on tax planning and transfer pricing issues; Corporate structures; Merger and acquisition advice; and Training. The Committee is aware of the requirements to appoint independent non-executive directors and are in the process of identifying the measures to be taken to become compliant. Mochele Noge is acting as Audit Committee chairman until the appointment of another independent non-executive director is finalised. 6. Remuneration committee The Remuneration Committee is chaired by an independent non-executive director. The Committee consists of two non-executive directors. During the year under review the members were: Dereck Alexander (Chairman); and Chris Boulle. At the date of this report, the Remuneration Committee had been restructured to reflect: Chris Boulle (Chairman); Stephen Courtney; and Mochele Noge. The Committee will meet at least once a year and is responsible for assisting the Board in fulfilling its responsibilities in respect of maintaining an appropriate remuneration strategy, ensuring Infrasors directors and senior executives are fairly remunerated, providing for succession planning, assessing the effectiveness of the composition of the Board and evaluating the Board and individual director s performances. The remuneration strategy is aimed at ensuring that levels of remuneration are sufficient to attract, retain and motivate executives and, where appropriate, aimed at aligning the executives interests with those of shareholders. Consequently, an element of the strategy is aimed at ensuring that the performance-related elements of the executive s remuneration should constitute a growing portion of total remuneration. A portion of the remuneration package shall be subject to certain pre-defined performance targets being met. In setting and approving remuneration levels and structures, the Committee makes comparisons to remuneration paid by other companies in the same industry or similar industries, taking into account differing levels of responsibility, performance and complexity. The Committee will also get advice from specialist remuneration consultants as and when needed and consider remuneration levels for other executives and staff in Infrasors. The Committee will recommend the remuneration to be approved at the AGM. The Committee is aware of the require- ments to appoint independent nonexecutive directors and are in the process of identifying the meaures to be taken to become compliant. 7. Risk management committee The objective of the risk management committee ( RMC ) is to assist the Board in the discharge of its duties relating to corporate accountability and the associated risk in terms of management, assurance and reporting. The RMC comprises: Chris Boulle (Chairman); Dereck Alexander; and Mochele Noge. Dereck Alexander was replaced by Stephen Courtney effective 1 March The activities of the RMC include: Reviews and assesses the integrity of the risk control systems of the and ensures that the risk policies and strategies are effectively managed; Sets out the nature, role, responsibility and authority of the risk management function within Infrasors and outlines the scope of risk management work to be undertaken from time to time; Monitors external developments relating to the practice of corporate accountability and reporting of specifically associated risk, including emerging and prospective impacts; and Provides an independent and objective oversight and review of the information presented by management on, inter alia, corporate accountability and specifically associated risk, also taking account of reports by management and the audit committee to the Board on financial, business and strategic risk. 8. Transformation committee The committee consists of: Chris Boulle (Chairman until 28 February 2011, but remains a member); and Mochele Noge (appointed chairman effective 1 March 2011). The objective of this committee is to: Develop policies and guidelines for the management of transformation, human resources and communication issues, including procurement, employment equity, human resource development and retention and social development, and to ensure the progressive implementation of these throughout the ; Provide a forum for discussion of transformation issues and presenting key findings to the Board from the ongoing monitoring and reporting process; Develop, implement, monitor and review the s progress in terms of transformation and compliance with the Mining Charter and the MPRDA; and Ensure there is a disciplined and coordinated approach to all transformation and social issues within the. 9. secretary The company secretary acts as advisor to the Board and plays a pivotal role in ensuring compliance with statutory regulations and the King code, the induction of new directors, tabling information on relevant regulatory and legislative changes, and giving guidance to the directors regarding their duties and responsibilities. The directors have unlimited access to the advice and services of the company secretary. 10. Stakeholder communication In all communications with stakeholders, the Board aims to present a balanced and understandable assessment of the s position. This is done through adhering to principles of openness and striving to address material matters of significant interest and concern to all stakeholders. The Board will encourage shareholder attendance at general meetings and, where appropriate, provide full and understandable explanations of the effects of resolutions to be proposed. Communication with institutional shareholders and investment analysts will be maintained through periodic presentations of financial results, site visits, trading statements and press announcements of interim and final results, as well as the pro-active dissemination of any messages considered relevant to investors. 11. Environment Infrasors recognises that its activities have an impact on the environment. Infrasors has adopted a strategy that strives to minimise this impact by regularly reviewing its activities and compliance with all relevant legislation. 12. Employment equity Infrasors has a clearly defined employment equity strategy aimed at realising the potential of previously disadvantaged people in South Africa. Infrasors continues to implement strategies to be compliant with all aspects of the South African legislative requirements on employment equity and has implemented employment equity plans. 13. Whistle blowing measures In accordance with the provisions of the Protected Disclosures Act Number 26 of 2000, management has ensured that no employee who has made a protected disclosure shall be subject to any occupational detriment. Such employees will be protected against any victimisation or other adverse treatment in terms of the aforementioned legislation. 14. Share dealing policy The Board has adopted a share dealing code for dealing in securities of Infrasors Holdings Limited which is based on regulatory and governance best practice. The code sets out restrictions placed on directors, senior management and other key employees with regard to their share dealing to ensure they do not abuse their access to information about the Infrasors pending its public release and availability to shareholders and other interested parties. Overview Management Overview Sustainabilty Review Annexures

13 21 Infrasors Holdings Ltd Annual Report 2011 transformation transformation 22 Infrasors Holdings Ltd Annual Report 2011 Infrasors is committed to the transformation of the South African economy driven by Broad-based Socio-Economic Charter ( the Mining Charter ) which embraces BEE effective ownership, Local Economic Development, Human Resource Development and Procurement of capital, service and consumer goods in the mining and mineral sector. The Mining Charter is intended to bring about widespread socio-economic transformation in the country s mining industry and the surrounding communities. It was developed collaboratively by Government and the mining industry which came into effect upon enactment of the MPRDA in May 2004 to govern transformation in the mining and energy sectors. Transformation committee Infrasors has established a Transformation Committee as a sub-committee of its Board. The objectives of this Committee are to: Develop policies and guidelines for the management of transformation, human resources and communication issues, including procurement, employment equity, human resource development and retention, social development, health, safety and environment in the workplace and to ensure the progressive implementation of these throughout the. Provide a forum for discussing transformation issues and presenting key findings to the Board from the ongoing monitoring and reporting process. Develop, implement, monitor and review the s progress in terms of transformation and compliance with the Mining Charter and the MPRDA. Ensure there is a disciplined and coordinated approach to all transformation and social issues within the. Occupational health and safety Infrasors is committed to building and managing a well balanced portfolio of industrial mineral assets serving the South African market, with the aim of being recognized as a leading and respected mining, complying with the statutory requirements of the country and honouring the s ZERO HARM philosophy, which acknowledges our employees as a valuable resource. The therefore will entrench a sustainable Health, Safety and Environmental culture with all stakeholders in order to ensure ZERO HARM to all our employees. The will maintain its ZERO HARM philosophy through dedicated commitment from management, employees and stakeholders. To ensure sustainable commitment from all its employees, Infrasors shall: Inspire and train employees to accept, practise and live by the Mine Health, Safety and Environmental standards and values; Maintain a work environment that promotes employee Health, Safety and Environmental standards in order to achieve ZERO HARM; Identify and Evaluate hazards and the risks thereof and to be proactive in preventing incidents that could lead to injury of employees, sub-contractors, vendors or suppliers, as well as damage or loss of plant, equipment and property; Mitigate and control the exposure of employees to harmful environmental factors or physical demand that could be detrimental to their health; and Minimise the impact of the HIV / Aids epidemic on the as per the s HIV policy. Corporate social responsibility At Infrasors, we believe that there are business benefits from operating our business within sustainable communities which forms part of our core business values and principles. We are committed in helping to improve the social and economic environment in which we operate in order to be in a position to be able to create equal opportunities for all. The is committed on taking practical steps to implement sustainable activities and strategies that will assist in understanding business priorities and community needs. Human resource development The development of our Employees is an integral part of our business strategy and therefore committed to the transformation of our workforce to meet the empowerment objectives of the Mining Charter and will be looking closely at the development of HDSA s within all levels of the organisation. In the past year the has focused on upgrading and ensuring all employees have undergone induction and refresher courses on the updated Code of Practices. In addition, competency training for operators and safety representative training have been conducted on the three mines. A workplace skills plan has been submitted to the MQA for each of its mines. The has developed a policy that focuses more in depth on Bursaries, Learnership, Portable Skills and ABETS training through implementing a career progression path and mentorship programmes. This being part of the Development Strategies. Economic empowerment Infrasors has committed to building linkages with local businesses and through the employment of local residents. Key objectives are to provide technical, financial and management support thereby ensuring sustainability of the project. Infrasors has been proactive in developing good relationships with Local Council, communities and the Department of Mineral Resources. Through Integrated Development Plans, the partnership strives to identify resources needed to uphold the local economic development projects that contribute to the quality of life and well being of our local communities. The initiatives developed are and have been incorporated in the Social Labour Plans contained in each of the Mining Rights. Presently the is supporting the Tembisa Self Help Association of the Disabled consisting of 6 income generating projects in support of close to 100 productive and unproductive beneficiaries. The project aims to assist and support the local community of Tembisa. Infrasors Empowerment Trust The Infrasors Empowerment Trust ( the Trust ) was registered in May 2007 and duly implemented in August One of the objects of the Trust is to hold shares for the benefit of the beneficiaries and to distribute and/or sell shares and any other assets, dividends or capital held by the Trust for the beneficiaries. The beneficiaries are defined as any black person employed by any company within the. Procurement The is committed to facilitating and developing BBBEE suppliers as foreseen in the Mining Charter. To this end both Delf Silica and Lyttelton Dolomite have analysed their current levels of procurement from BBBEE companies and have embarked on a strategy of improving these levels. Environment Each mine has an environmental management programme in place through which it adheres to the policies and guidelines contained therein. The programmes are regularly reviewed and updated. As a minimum, Infrasors expects compliance with relevant legislation and regulations. Water In terms of national focus on water conservation and driven by the s economic imperatives, the company is in support of the objectives of the National Water Act 36 of Energy Energy is used in two forms within the, firstly as electricity to powerfixed infrastructure and as fuel for mobile plant and equipment and back-up electricity generators. The s overall energy use is closely associated to the volume of material mined and processed each year and, as our operations expand, so it is expected that the energy use will increase. In an attempt to remain cognizant of the current energy shortage in South Africa, the will endeavour to seek ways in which to reduce energy consumption without compromising production targets. Air quality The quality of air is of vital importance to a sustainable environment around the mines. Infrasors have measures in place to monitor and comply with national and international emission standards, set and regulated by National Environmental Management: Air Pollution Act 39 of 2004, under the listed activities. Land By the very nature of our business we have an impact on the local landscape, fauna and flora. Optimisation of our land is a key factor especially on conclusion of mining activities. We are committed in ensuring healthier, cleaner and safe working environment through assistance of highly skilled environmental specialist advising the group on the best environmental practices. Overview Management Overview Sustainabilty Review Annexures

14 23 Infrasors Holdings Ltd Annual Report 2011 mineral resources & reserves statement Dolomite resources and reserves 24 Infrasors Holdings Ltd Annual Report 2011 Perold Earth Science Services CC has estimated Mineral Resources and Mineral Reserves for the mining operations of Infrasors Holdings Limited in accordance with the South African Code for the Reporting of Mineral Resources and Mineral Reserves (the SAMREC code, 2009). These estimates are part of an ongoing programme to determine, classify and upgrade all mineral assets belonging to Infrasors Holdings Limited. Changes to the Mineral Resource and Mineral Reserves Statements published in the Infrasors Holdings Limited, Annual Report 2011, will be discussed in detail. The understated notations have been used and are applicable to all figures declared: Tonnages are quoted in metric tonnes. Million tonnes is abbreviated as Mt. Tonnage estimates were rounded to the nearest 10, Dolomite Resources and Dolomite Reserves Lyttelton Dolomite. a. Lyttelton Centurion Mine The effective date of this estimate is deemed to be the date of the latest aerial survey, conducted by Premier Mapping on 28 February Production reported is for the survey period 1 March 2010 to 28 February 2011: i. Production ( Mt) and the reclassification of metallurgical dolomite ore as metallurgical dolomite waste ( Mt) accounts for the change in the Metallurgical Dolomite Resources. ii. Production ( Mt) accounts for the change in the Aggregate Dolomite Resources. iii. Production ( Mt) and the reclassification of metallurgical dolomite ore as metallurgical dolomite waste ( Mt) accounts for the change in the Metallurgical Dolomite Reserves. iv. Production ( Mt) account for the change in the Aggregate Dolomite Reserves. b. Marble Hall Mine The effective date of this estimate is deemed to be the date of the latest aerial survey conducted, by Premier Mapping, on 10 February Production reported is for the survey period 19 January 2010 to 10 February 2011: i. Production ( Mt) and updating of the block model ( Mt) accounts for the change in the Metallurgical Dolomite Resources. ii. Production ( Mt) and updating of the block model ( Mt) accounts for the change in the Aggregate Dolomite Resources. iii. Production ( Mt) account for the change in the Metallurgical Dolomite Reserves. iv. Production ( Mt) account for the change in the Aggregate Dolomite Reserves. 2. Sand Resources and Sand Reserves Delf Silica. a. Delf Cullinan Mine The Alluvial Sand Resource estimate shown for Delf Cullinan Mine is based on the results of a first phase core drilling programme conducted by Perold Earth Science Services CC. All estimates are based on a land survey conducted during October 2008 when Infrasors Holdings Limited purchased the property. Infill drilling, based on the results of the first phase core drilling programme has been completed during May Geological modelling, geo-chemical modelling and resource estimation will commence after receipt of the results from the chemical analysis conducted by Set Point Laboratories. b. Delf Sand Mine The effective date of this estimate is deemed to be the date of the latest aerial survey conducted, by Premier Mapping, on 10 February Production reported is for the survey period 2 March 2010 to 10 February 2011: a. Silica Sand Changes in Silica Sand Resources resulted from: 1. Re-modelling based on the results of a core drilling programme conducted inside the current mining right boundary during 2010 (0.881 Mt) 2. Re-modelling based on the results of a core drilling programme conducted inside the planned extension area during 2010 (0.873 Mt) 3. Mining production ( Mt) Changes in Silica Sand Reserves resulted from: 1. Re-modelling based on the results of a core drilling programme conducted inside the current mining right boundary during 2010 (0.881 Mt) 2. Mining Production ( Mt) b. Construction Sand Changes in Construction Sand Resources resulted from: 1. Re-modelling based on the results of a core drilling programme conducted inside the current mining right boundary during 2010 (0.257 Mt) 2. Mining production ( Mt) Changes in Construction Sand Reserves resulted from: 1. Re-modelling based on the results of a core drilling programme conducted inside the current mining right boundary during 2010 (0.129 Mt) 2. Mining production ( Mt) c. Pienaarspoort Mine The effective date of this estimate is deemed to be the date of the latest aerial survey conducted, by Premier Mapping, on 10 February Production reported is for the survey period 2 March 2010 to 10 February 2011: a. Metallurgical Silica No changes in Metallurgical Silica Resources and Reserves are reported as mining production for the 2011 financial year were limited to the Delf Sand mine. b. Construction Sand No changes in Construction Sand Resources and Reserves are reported as mining production for the 2011 financial year were limited to the Delf Sand mine. c. Crushed Silica No changes in Crushed Silica Resources and Reserves are reported as mining production has yet to commence. Mineral Resources Operation Resource Metallurgical Dolomite Aggregate Metallurgical Dolomite Aggregate Category Mt Mt Mt Mt Lyttelton Inferred Centurion Mine Indicated Measured Subtotal Marble Hall Mine Inferred Indicated Measured Subtotal Grand Total Mineral Reserves Operation Resource Metallurgical Dolomite Aggregate Metallurgical Dolomite Aggregate Category Mt Mt Mt Mt Lyttelton Probable Centurion Mine Proved Subtotal Marble Hall Mine Probable Measured Subtotal Grand Total Overview Management Overview Sustainabilty Review Annexures

15 25 Infrasors Holdings Ltd Annual Report 2011 mineral resources & reserves statement Silica resources and reserves Annexure A infrasors holdings limited annual financial statements Mineral Resources Operation Resource Category Crushed Silica Mt Silica Sand Mt Construction Sand Mt Crushed Silica Mt Silica Sand Mt Construction Sand Mt Delf Cullinan Inferred Indicated Measured Subtotal Delf Sand Inferred Mine Indicated Measured Pienaarspoort Mine Subtotal Inferred Indicated Measured Subtotal Grand Total Mineral Reserves Operation Resource Category Crushed Silica Mt Silica Sand Mt Construction Sand Mt Crushed Silica Mt Silica Sand Mt Construction Sand Mt Delf Sand Probable Mine Proved Subtotal Pienaarspoort Probable Mine Proved Subtotal Grand Total I N F R A S O R S H O L D I N G S L I M I T E D

16 content Approval of the annual financial statements 28 Certificate of company secretary 28 approval of the annual financial statements 28 Infrasors Holdings Ltd Annual Report 2011 Audit committee report 29 Independent auditors report 30 Directors report 31 Statements of financial position 35 Statements of comprehensive income 36 Statements of cash flows 37 Statements of changes in equity 38 to the annual financial statements 39 Segmented consolidated financial results 76 Annexure B 77 The directors of Infrasors are required by the South African Companies Act, to maintain adequate accounting records and are responsible for the content and integrity of the annual financial statements and related financial information included in this report. It is their responsibility to ensure that the annual financial statements fairly present the state of affairs of the and the as at the end of the financial year and the results of its operations and cash flows for the period then ended, in conformity with International Financial Reporting Standards. The external auditors are engaged to express an independent opinion on the annual financial statements. The annual financial statements and group annual financial statements are prepared in accordance with International Financial Reporting Standards and are based upon appropriate accounting policies consistently applied and supported by reasonable and prudent judgments and estimates. The directors acknowledge that they are ultimately responsible for the system of internal financial control established by the and place considerable importance on maintaining a strong control environment. The system of internal financial control is aimed at reducing the risk of error or loss in a cost effective manner and includes the proper delegation of responsibilities within a clearly defined framework, effective accounting procedures and adequate segregation of duties to ensure an exceptable level of risk. These controls are monitored throughout the and all employees are required to maintain the highest ethical standards in ensuring the s business is conducted in a manner that in all reasonable circumstances is above reproach. While operating risk cannot be fully eliminated, the endeavours to minimise it by ensuring that appropriate infrastructure, controls, systems and ethical behaviour are applied and managed within predetermined procedures and constraints. The focus of the risk management in the is on identifying, assessing, managing and monitoring all known forms of risk accross the. The directors are of the opinion, based on the information and explanations given by management, that the system of internal control provides reasonable assurance that the financial records may be relied on for the preparation of the annual financial statements. However, any system of internal financial control can provide only reasonable, and not absolute, assurance against material misstatement or loss. The directors have made an assessment of the s and s ability to continue as a going concern and there is no reason to believe the and will not be a going concern in the year ahead. Accordingly, the financial statements have been prepared on the going concern basis. The external auditors are responsible for independently reviewing and reporting on the and s annual financial statements. The annual financial statements have been examined by the s external auditors and their report is presented on pages 30. The financial statements which appear on pages 31 to 77 were approved by the Board of directors on 19 August 2011 and signed on their behalf by: T Robinson Chief executive officer M Potgieter Financial director Certificate of Secretary I certify that the requirements as stated in the Companies Act have been met and that all returns, as are required of a public company in terms of the aforementioned Act, have been submitted to the Registrar of Companies and that such returns are true, correct and up to date. K Colley secretary Rivonia 19 August 2011 Overview Management Overview Sustainabilty Review Annexures