Agostini's Limited Annual Report 2014 ar 2014.pdf2 AGOSTINI’S LIMITED Contents Notice of Meeting 3 History of the Agostini’s Limited Group 4 Subsidiaries 6 Board of Directors 8

ANNUAL REPORT 2014

The brands displayed throughout our 2014 annual report are some of the well know consumer and industrial brands marketed by our various subsidiaries.

Registered Offi ce: 18 Victoria Avenue,

P.O. Box 191, Port of Spain, Trinidad, West Indies

Phone: (868) 623-4871Fax: (868) 623-1966

www.agostinislimited.com

ANNUAL REPORT 2014

Agostini Cover 3.indd 1 12/11/14 1:04 PM

1AnnuAl RepoRt 2014

Agostini Interiors Lighting

2 Agostini’s LiMited

Contents

Notice of Meeting 3

History of the Agostini’s Limited Group 4

Subsidiaries 6

Board of Directors 8

Corporate Governance 10

Chairman’s Remarks 14

Management Discussion & Analysis 16

Report of the Directors 22

Independent Auditor’s Report 23

Consolidated Statement of Financial Position 24

Consolidated Income Statement 26

Consolidated Statement of Comprehensive Income 27

Consolidated Statement of Changes In Equity 28

Consolidated Statement of Cash Flows 29

Notes to the Consolidated Financial Statements 30

Directors’ & Senior Officers’ Interest & 11 Largest Shareholders 67

Our Group’s Products:

SuperPharm Limited 68

Smith Robertson & Company Limited 69

Hand Arnold Trinidad Limited 70

Agostini Marketing 72

Rosco Petroavance Limited 75

Company of the Year 78

Proxy Form 79

Management Proxy Circular 80

Corporate Information Inside back cover

All figures in this report are quoted in TT$. The exchange rate was US$1.00=TT$6.3733 as at 30 September 2014.

Novartis Consumer Health

3AnnuAl RepoRt 2014

notiCe of meeting

Notice is hereby given that the Seventy-First Annual Shareholders’ Meeting of Agostini’s Limited will be held at the Marriott Hotel, Invaders Bay, Port of Spain on Monday, January 26, 2015 at 9:30 a.m. for the following purposes:

1. To receive and consider the Group’s Financial Statements for the year ended September 30, 2014 and the Reports of the Directors and Auditors thereon.

2. To re-elect the following Director retiring by rotation:

Ms. Amalia Maharaj

3. To appoint Auditors and to authorise the Directors to fix their remuneration.

4. To transact any other ordinary business of the Company.

By Order of the Board

R. Rajkumarsingh

Secretary

December 8, 2014

Documents available for inspection

No Service Contracts have been entered into between the Company and any of the Directors.

Vitamin C from Bayer

Pain Management from GSK


4 Annual Report 2013

History of tHe Agostini’s Limited group

1925

19331943

19501965

19701982

19841986

1993

Hilti W.L. Yearwood is acquired, later to become Agostini’s Fastening Systems (now a division of Agostini Marketing).

Agostini Industries Limited is established to manufacture diapers and feminine napkins (assets divested in 2004).

Gordon Grant Trading, a distribution company specialising in pharmaceutical distribution, is acquired. Agostini Marketing’s pharmaceutical lines are merged into this company, which is renamed Agostini Pharmaceutical Limited.

Agostini’s acquires a majority shareholding in Rosco Sales Limited, an oilfield supply company founded in 1950.

1995 The Group expands into low-cost housing and townhouse construction, and constructs 30 townhouses and over 300 low-cost single family homes (assets divested in 2010).

20002007

20082010

2011 2012

Petroavance Trinidad Limited, an oilfield supply company, is acquired and merged with Rosco Sales to become Rosco Petroavance Limited.

Agostini’s acquires a majority interest in Mobern Lighting in Maryland, USA, as a sister operation to Agos Manufacturing (assets divested in 2010).

Hand Arnold Trinidad Limited, a large diversified consumer products distributor established in 1920, is acquired.

Victor E. Mouttet Limited acquires a controlling interest in Agostini’s Limited with its sale of Smith Robertson & Co. Limited, a major pharmaceutical distributor founded in 1894, and the acquisition of SuperPharm Limited, a major retail pharmacy chain, which began operations in 2005.

In July 2011, Agostini Pharmaceutical is amalgamated into Smith Robertson & Company Limited.

Agostini’s Limited re-branded “Every Business a Benchmark”

Johnnie Agostini begins operations as a commission indent business.

Agostini Brothers changes its name to Agostini’s Limited and becomes a public company listed on the Trinidad and Tobago Stock Exchange.

Victor Agostini joins and Agostini Brothers partnership is formed. In 1941 another brother, Frank, joins the Firm.

Agostini Brothers transitions from a commission indent business to a distribution company with the addition of major pharmaceutical, food and hardware products.

Agos Manufacturing established to manufacture fluorescent light fixtures and incandescent light bulbs (assets divested in 2009).

H istor y of the Agost in i ’s L imited Group

Agostini Brothers becomes a limited liability company.

Interior contracting services are added as a new business.

5AnnuAl RepoRt 2014

5

Luxury Tissue Products

1925

19331943

19501965

19701982

19841986

1993

Hilti W.L. Yearwood is acquired, later to become Agostini’s Fastening Systems (now a division of Agostini Marketing).

Agostini Industries Limited is established to manufacture diapers and feminine napkins (assets divested in 2004).

Gordon Grant Trading, a distribution company specialising in pharmaceutical distribution, is acquired. Agostini Marketing’s pharmaceutical lines are merged into this company, which is renamed Agostini Pharmaceutical Limited.

Agostini’s acquires a majority shareholding in Rosco Sales Limited, an oilfield supply company founded in 1950.

1995 The Group expands into low-cost housing and townhouse construction, and constructs 30 townhouses and over 300 low-cost single family homes (assets divested in 2010).

20002007

20082010

2011 2012

Petroavance Trinidad Limited, an oilfield supply company, is acquired and merged with Rosco Sales to become Rosco Petroavance Limited.

Agostini’s acquires a majority interest in Mobern Lighting in Maryland, USA, as a sister operation to Agos Manufacturing (assets divested in 2010).

Hand Arnold Trinidad Limited, a large diversified consumer products distributor established in 1920, is acquired.

Victor E. Mouttet Limited acquires a controlling interest in Agostini’s Limited with its sale of Smith Robertson & Co. Limited, a major pharmaceutical distributor founded in 1894, and the acquisition of SuperPharm Limited, a major retail pharmacy chain, which began operations in 2005.

In July 2011, Agostini Pharmaceutical is amalgamated into Smith Robertson & Company Limited.

Agostini’s Limited re-branded “Every Business a Benchmark”

Johnnie Agostini begins operations as a commission indent business.

Agostini Brothers changes its name to Agostini’s Limited and becomes a public company listed on the Trinidad and Tobago Stock Exchange.

Victor Agostini joins and Agostini Brothers partnership is formed. In 1941 another brother, Frank, joins the Firm.

Agostini Brothers transitions from a commission indent business to a distribution company with the addition of major pharmaceutical, food and hardware products.

Agos Manufacturing established to manufacture fluorescent light fixtures and incandescent light bulbs (assets divested in 2009).

H istor y of the Agost in i ’s L imited Group

Agostini Brothers becomes a limited liability company.

Interior contracting services are added as a new business.

Hand Arnold’s Double Duty Household Range


subsidiAries

A.J. Agostini - Chairman

A.B. Pashley - CEO / Director

C.G. Bernard - Director

R.A. Rodriguez - Director

G.M. Agostini - Non-Exec Director

T.K. Austin - Non-Exec Director

R.A. Farah - Non-Exec Director


S.A. Gunness-Balkissoon - CEO/ Director

S.K. Malzar - Finance Director/ Company Secretary

S.J. Montano - Director

L.M. Mackenzie - Non-Exec Director

Suppliers of building materials, interior

contracting services, medical and printing

supplies

Distributors of grocery, food and beverage

products.

100% owned

100% owned

Richport Food Range- Keeping you healthy

Progress Growing Up Milk from Aspen

Cheekies Diapers

7AnnuAl RepoRt 2014

C.E.Mouttet - Chairman

G. Maharaj - Managing Director

S.T.Pariag - Director

J.M.Aboud - Non-Exec Director

L.M.Mackenzie - Non-Exec Director

J.J.Rahael - Non-Exec Director

M. Gonsalves Suite - Company Secretary


Walter Bernard - Deputy Chairman

Wayne Bernard - CEO/Director

J.P. Rostant - Director

C.G. Bernard - Non-Exec Director

R.A. Rodriguez - Non-Exec Director

V.Balroop - Company Secretary

C.E. Mouttet - Chairman

R.A. Farah - CEO/Director

I. Maharaj - Director

M. Stagg - Director

N.R. Ramjohn - Finance Director / Secretary

A.J. Agostini - Non-Exec Director

Retail pharmacy and convenience store

Suppliers of industrial, hydraulic and oilfield products and services.

Distributors of pharmaceutical

and personal care products

100% owned

92% owned

100% owned

Vitamins and Minerals from Pfizer


Non-Executive DirectorCEO / Director of Victor E. Mouttet LtdChairman of Prestige Holdings Ltd Director since 2010Chairman of the Corporate Governance and Nomination Committee and Member of the Human Resources & Compensation Committee

Non-Executive Director CEO/Director of Smith Robertson & Company LtdDirector of Vemco LtdDirector since 2010

Managing Director of Agostini’s LtdDirector of Caribbean Finance Company LtdDirector since 1990

Chairman of Agostini’s LtdDirector of Prestige Holdings Ltd, Grace Kennedy Ltd and Arthur Lok Jack Graduate School of BusinessDirector since 2004Member of the Human Resources & Compensation Committee and Corporate Governance and Nomination Committee

Non-Executive Independent DirectorPartner of Pollonais, Blanc, De la Bastide & JacelonDirector of Heroes FoundationDirector since 2011Member of the Audit & Risk Committee

boArd of direCtors

JOSEPH ESAU

ANTHONY J. AGOSTINI

ROGER A. FARAH

AMALIA L. MAHARAJ

CHRISTIAN E. MOUTTET

9AnnuAl RepoRt 2014

Non-Executive Independent DirectorManagement ConsultantDirector since 2009Member of the Human Resources & Compensation Committee and Audit & Risk Committee

Non-Executive Independent DirectorCEO of Cerca TechnologyDirector/Owner of Secret Bay (Dominica)Executive Chairman of Fort Young Hotel (Dominica)President of the Dominica Hotel & Tourism AssociationDirector since 2012

Chief Financial Officer & Company Secretary of Agostini’s LtdDirector of First Citizens Holdings Ltd.Company Secretary since 2014

Non-Executive Independent DirectorFinancial Controller of Atlantic LNG Company of Trinidad & TobagoDirector since 2007Chairman of the Audit & Risk Committee and Member of the Corporate Governance and Nomination Committee

Non-Executive DirectorFinance Director of Access and Security Solutions Ltd.Director of Scotiabank Trinidad & Tobago Ltd and Scotialife Trinidad & Tobago LtdDirector since 2004

Non-Executive Director Chairman of Caribbean Finance Company Ltd Director of Southern Sales & Service Co Ltd and Best Auto Ltd.Director since 1996Committees: Chairman of Human Resources & Compensation Committee

LISA M. MACKENzIE

GREGORNASSIEF

RAJESH RAJKUMARSINGH

REYAz W. AHAMAD

E. GILLIAN WARNER-HUDSON

BARRY A. DAVIS


CorporAte governAnCe

boArd reportThe Board of the Company had four quarterly board meetings and a strategic review / planning and budget meeting.

The average number of attendees at board meetings were 9.5 out of 10 members.

boArd Committees & mAndAtes Corporate Governance & Nomination Committee

The Committee makes appropriate recommendations to the Board and its scope includes the following:

• Tomonitorbestpracticesforgovernanceworldwideand review the Company’s governance practices to ensure they continue to exemplify appropriately high standards of corporate governance.

• To recommend to theBoard for considerationandadoption:

- The membership and mandates of Board Committees.

- The size and composition of the Board.

- Suitable candidates for nomination as Non- Executive Directors.

- Appointments to the Boards of Subsidiary, Affiliate and Associate Companies.

- The communication process between the Board and Management.

- Approval of the appointments of Executives to the Boards of companies outside the Agostini’s Limited Group.

• To establish/review policies and procedures withrespect to transactions between the Company, its subsidiaries and affiliates and Related Parties, Executive Officers and Directors.

• TomonitortheCompany’sCodeofConduct.

• To review themandatesandcompositionofBoardCommittees annually.

• To review the performance of the Board and theDirectors annually.

• To establish/monitor an appropriate proceduregoverning the trading in the Company’s securities by Directors and Officers.

This Committee met twice during the year and in addition, conducted an evaluation of the Board and individual members. This process involved a methodical feedback from, and meetings with, individual Directors, and was carried out by a sub-committee comprised of the Chairs of the Board and of the Corporate Governance & Nomination Committee, with the other member of the Committee comprising the two member panel as required.

Corporate Governance & Nomination Committee

Christian Mouttet (Chairman)Joseph EsauBarry Davis

Lea & Perrins - the original Worcestershire Sauce

Deworming from GSK

11AnnuAl RepoRt 2014

The Company is in compliance with the Trinidad & Tobago Corporate Governance Code.

Audit & Risk Committee

This Committee’s duties include:

Financial Reporting

To review, and challenge where necessary, the actions and judgements of Management, in relation to the Company’s financial statements, operating and financial review, interim reports, preliminary announcements and related formal statements before submission to, and approval by, the Board, and before clearance by auditors. Its scope covers:

• Critical accounting policies and practices, theconsistency of their application and any changes in them.

• Decisions requiring a significant element ofjudgement.

• The extent to which the financial statements areaffected by any unusual transactions in the year and how they are disclosed.

• Theclarityofdisclosures.

• Significantadjustmentsresultingfromtheaudit.

• Thegoingconcernassumption.

• Compliancewithaccountingstandards.

• Compliance with stock exchange and other legalrequirements.

• Thereviewoftheannualfinancialstatementsofthepension funds and tri-annual actuarial valuations.

Internal Audit

• Monitoring and reviewing the effectiveness of theCompany’s Internal Audit function in the context of the Company’s overall risk management system.

• Approving theappointmentof theheadof internalaudit.

• The scope and rescourcing of the internal auditfunction and ensuring it has adequate resources and appropriate access to information to enable it to perform its function effectively and in accordance with the relevant professional standards.

• Reviewingandassessing theannual internal auditplan.

• Reviewingallinternalauditreports.

• Reviewing and monitoring management’sresponsiveness to the findings and recommendations of the internal auditor.

External Audit

• Overseeing the Company’s relations with theexternal auditor.

• Recommending to the Board the appointment,reappointment and removal of the external auditor.

• Approving the terms of engagement and theremuneration of the external auditor.

• Assessingthequalification,expertiseandresources,effectiveness and independence of the external auditors annually.

Whiskas and Fresh Step Cat Products

Ozon - the Power of Clean


• Reviewingandmonitoringthecontentoftheexternalauditor’s management letter and the responsiveness thereto.

• Developing for the Board’s consideration theCompany’s policy in relation to the provision of non-audit services by the auditor and ensuring that the provision of such services does not impair the external auditor’s independence or objectivity.

Internal Control

• Reviewing the effectiveness of the Company’sprocedures for whistleblowing and for detecting fraud;

• Reviewingmanagement’sreportsoftheeffectivenessof the systems for internal financial control and financial reporting;

• Monitoring the integrity of theCompany’s internalfinancial controls;

• Assessingtheeffectivenessofthesystemsestablishedby Management to identify, manage and monitor both financial and non financial risks.

Risk

• Consideringanymattersrelatingtotheidentification,assessment, monitoring and management of risks associated with the operations of the Group.

• Compliance by the Group with its Risk AppetiteStatement.

• ReportingtotheBoardonanymaterialchangestothe risk profile of the Group.

• Monitoring any instances involving materialbreaches or potential breaches of the Group’s Risk Appetite Statement.

• Reviewing the annual insurance coverage andensuring all insurable risks are adequately covered.

The Audit & Risk Committee met four times during the year.

Audit & Risk Committee

Barry Davis (Chairman)Gillian Warner Hudson

Amalia Maharaj

Human Resources & Compensation Committee

This Committee is responsible for all matters relating to the compensation policies of the Group. It reviews, approves or recommends to the Board of Directors suitable Compensation Policies, the compensation structure and programmes.

The Committee’s primary responsibilities include the following:

• The review and recommendation to the Board ofDirectors, for adoption, of all Human Resource and Compensation Policies of the Agostini’s Limited Group.

• The review and recommendation to the Board ofDirectors, for adoption, the compensation structure and incentive programmes for the Group Managing Director and other Executives.

• Proposing, within the guidelines set out in theCompany’s compensation structure, for approval of the Board, annual bonus and other incentive-based awards, to Executives and other qualifying employees.

• Reviewing the compensation paid to Non-Executive Directors and recommending appropriate adjustments from time to time.

• Reviewingandapprovingmanagement successionplans for Executive Officers.

• Review with the Group Managing Director andrecommend to the Board, appointments of senior management positions throughout the Agostini’s Limited Group.

• Monitoringcompliancewith theExecutiveMedicalExamination Policy and process.

This Committee met once during the year.

Human Resources & Compensation Committee

Reyaz Ahamad (Chairman)Joseph Esau

Christian MouttetGillian Warner-Hudson


Hershey’s Chocolates ... make every special moment even sweeter

With a name like Smuckers it has to be good

Harbison Fischer sucker rods


CHAirmAn’s remArksConsoLidAted resuLts And finAnCiAL positionGroup sales and profit for the year ended September 30, 2014, attributable to shareholders, amounted to $ 1.36 billion and $ 79.9 million, compared with $1.31 billion and $61.9 million in the previous year, respectively. Earnings per share was $1.36 compared with $1.06 in 2013, an improvement of 28% over prior year.

The Group ended the year with an improved debt to equity ratio of 21:79 compared with 27:73 in 2013, a strong financial position, which will facilitate expansion of the activities.

operAtions revieW And segment AnALysisPharmaceutical & Personal Care Distribution

Smith Robertson, our Pharmaceutical and Personal Care distribution Company, produced record results, and continues to be a significant contributor to the Group’s performance.

SuperPharm, with seven locations in full operation during the year, and an eighth unit recently opened in Diego Martin, showed good growth in sales and profitability, and is well placed to continue its expansion drive and improved profitability.

JOSEPH ESAU

It has to be Heinz.

0

5

10

15

20

2010 2011 2012 2013 2014Year

$9.80

$12.57

$15.37

$17.60 $17.25

sHAre priCe At yeAr end(tt$)


Food, Construction & Other Trading

Hand Arnold, our food and grocery product distribution business, had a good year, with many of our key product lines experiencing double digit growth.

Agostini Marketing, our building products and services business, did not perform to expectations, as the construction environment remained difficult throughout the year. With new contracts already in place for the current year, we expect this division to show improved results in the coming year.

Rosco Petroavance, our oilfield, industrial and hydraulic products business, performed reasonably well in an environment where oil prices were under pressure in the latter part of the financial year, causing a slowdown in projects and purchases from several of our customers.

outLookThe Group is at an advanced stage of investment negotiations which we expect to be announce over the coming months. These, together with our existing operations which are performing well, will facilitate continued growth, and we expect improved results in 2015.

dividendsYour Board has approved a final dividend of 33 cents per share. This brings the total dividend for the year to 55 cents compared with 46 cents in 2013. This dividend will be paid on February 2, 2015 to shareholders whose names appear on the register of members on January 7, 2015. The Company’s register of members will be closed on January 8 and 9, 2015.

subseQuent eventOn October 2, 2014, Agostini’s Limited refinanced its debt portfolio, with Scotiabank Trinidad & Tobago Limited. This new financing of $275 million comprised of $170 million seven (7) year fixed rate facility and $105 million in working capital facilities. This refinancing is expected to reduce the Group’s borrowing costs in 2015, by approximately $5 million.

ACknoWLedgementsWe thank our employees for their hard work and dedication over the past year. We are also grateful to our many customers and suppliers that continue to support us, and I thank my fellow Directors for their guidance and committed service.

Joseph P. Esau

Chairman

November 24, 2014Made from fresh, never from powder.

0

10

20

30

40

50

60

20

4244

46

55

Year2010 2011 2012 2013 2014

dividends per sHAre(tt¢)


mAnAgement disCussion And AnALysis

The financial year 2014 was a successful one for most of our subsidiaries. After 3 years of relatively flat results, our investment in owned brands and technology, as well as our focus on product rationalisation, cost control and strengthening of the Company’s balance sheet, have started to benefit the Group’s operating profit.

Sales grew by 3.5%, while earnings per share increased 28%. The Group generated $80 million in cash from operating activities, of which $23 million was reinvested in the business, $23 million was used to repay debt and $28 million was returned to shareholders through dividends.

Management has worked extensively this past year to create opportunities for growth and diversification, and we look forward to sharing these with you as they come to fruition in the coming months.

ANTHONYAGOSTINI

Glad. Bag it. Store it.

0

300

600

900

1200

1500

857

1,256 1,294 1,3131,359

Year2010 2011 2012 2013 2014

turnover (tt$ miLLion)

0

2

4

6

8

10

12

14

16

6.75%

15.24%14.56%

12.63%

14.5%

Year2010 2011 2012 2013 2014

return on eQuity (%)


Clorox - Cleaner World, Healthier Lives

finAnCiAL HigHLigHts Restated 2014 2013 % Increase $’000 $’000 Gross Sales 1,410,639 1,363,011 3.49 Sales to Third Parties 1,359,383 1,312,703 3.56 Operating Profit 123,696 103,767 19.21 Profit before Tax 107,145 87,156 22.93 Profit for the Year 80,546 62,580 28.71 Profit attributable to Shareholders 79,932 61,946 29.03 Stock Units In Issue (‘000) 58,704 58,704 - Earnings per Share $1.36 $1.06 28.30 Total Dividends 32,287 26,984 19.65 Total Assets 955,373 889,717 7.38 Stockholders’ Equity 554,058 494,513 12.04

informAtion by segment Restated Restated 2014 2013 2014 2013 $’000 $’000 $’000 $’000 Third Party Turnover Operating Profit Pharmaceutical and Personal Care Distribution 853,134 815,877 92,498 78,477 Food, Construction Related and Other Trading 506,249 496,826 31,198 25,290

1,359,383 1,312,703 123,696 103,767 Group Assets Employees Employed at Year End 2014 2013 Pharmaceutical and Personal Care Distribution 465,535 424,655 561 599 Food, Construction Related and Other Trading 489,838 465,062 407 426

955,373 889,717 968 1,025


Chloraseptic Sore Throat Spray and Lozenges from Prestige

Allergies, Cough and Cold Relief from Carlisle

Agostini InteriorsPratt & Lambert Paint Systems


Lactacyd Intimate Liquid Soap

Stayfree / Carefree Feminine Protection

PHARMACEUTICAL AND PERSONAL CARE DISTRIBUTION

DISTRIBUTION

Our pharmaceutical distribution company, Smith Robertson, had another good year. This subsidiary continues to be the leading supplier of both Ethical and OTC drugs to both the Government and the Private sectors. While there was some reduction in purchasing by the Government’s central buying facility, this was offset by an increase in sales to the private trade. We continue to look for avenues to diversify the business in related products and services, and expand our Personal Care offering. The acquisition of the property that houses the central administration office and distribution warehouse, has also added value to the business in the current financial year.

RETAIL

We have experienced top line and profitability growth in many of our stores in this financial year. Investment in our newer stores at Trinicity and Marabella has met profitability expectations in the current year, and we will continue to upgrade our more mature stores to maximise their performance.

In November 2014, we opened our newest SuperPharm outlet in Diego Martin. The store has been well received by customers, and we expect this unit to be another positive contributor to this subsidiary’s results.

The start of construction of another store at Mausica, Arima, has had a number of setbacks, but our landlord

is due to begin building works in January 2015. We continue to look for suitable sites to expand our footprint, for further market share, economies of scale and improved profitability.

FOOD, CONSTRUCTION RELATED & OTHER TRADING

FOOD, BEVERAGE & GROCERY DISTRIBUTION

Hand Arnold experienced growth in both sales and profitability in the past year. The strategy has been to focus on the strengthening of profitable brands, rationalisation of the product portfolio, and improvement of our ordering and delivery efficiencies through technology and better execution. Sales of our “Moo!” dairy products continue to grow, and the brand is holding its place in the market after two years since its launch, despite strong competitive responses from established players

CONSTRUCTION PRODUCTS & SERVICES

Agostini Marketing: 2014 was another year of slow construction activity in Trinidad & Tobago. There were few new major projects, but we were able to maintain profitability through the many smaller jobs that we secured. Going into the new financial year, we have been awarded several more substantial contracts which should result in increased profitability in 2015.

We continue to pursue arbitration proceedings with the Housing Development Corporation on the Wellington Road, Debe housing project and we expect a favourable outcome in the current year.


TEN YEAR FINANCIAL REVIEW

Restated Restated 2014 2013 2012 2011 2010 2009 2008 2007 2006 2005 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000

Group Turnover 1,359,383 1,312,703 1,293,887 1,255,743 856,702 719,765 547,410 449,296 384,740 322,661

Profit Before Taxation 107,145 87,156 90,242 87,434 57,354 52,339 46,063 37,685 29,347 31,867

Profit for the Year 80,546 62,580 64,707 61,523 40,371 36,373 33,855 27,977 21,992 24,517

Net Profit Attributable to Agostini’s Limited Shareholders 79,932 61,946 64,260 61,275 24,780 791 30,201 27,779 21,818 24,404

Dividend Amount 32,287 26,984 25,811 24,611 10,241 1,453 11,899 11,833 9,407 8,858

Times covered 2.48 2.30 2.51 2.49 2.4 - 2.5 2.4 2.3 2.8

Issued Stock Units (‘000) 58,704 58,704 58,662 58,608 58,583 29,057 27,029 26,897 26,887 26,843

Stockholders’ Equity 554,058 494,513 458,182 402,773 358,933 216,992 210,008 182,775 169,429 151,848

Dividend per Stock Unit 55¢ 46¢ 44¢ 42¢ 20¢ 5¢ 42¢ 44¢ 35¢ 33¢

Earnings per Stock Unit 136.2¢ 105.5¢ 110.3¢ 104.9¢ 74.7¢ 2.7¢ 111.9¢ 103.3¢ 81.3¢ 90.9¢

Net Assets 698,792 660,025 570,930 485,668 443,646 300,592 298,802 216,554 197,878 177,418 Notes: 1 The 2012 and 2013 figures have been adjusted in accordance with IAS 19, Pension Benefits.

2 The 2008 and 2009 figures have been adjusted in accordance with IFRS 5 Non current assets held for sale and discontinued operations.

3 The stockholders equity figure for 2007 has been adjusted to reflect the adoption of IAS 12 p61 (a).

4 The 2005 figures have been adjusted to reflect adoption of IFRS 2 Share Based Payments.

Johnson & Johnson Consumer Products


ENERGY & INDUSTRIAL PRODUCTS & SERVICES

Rosco Petroavance’s performance was flat for the first time in a number of years, due to a slowdown of activity in the oilfield sector. Our testing tower stand, which is the only one of its kind in the country and which allows us to provide additional testing services to our larger energy customers, was commissioned during the year. Construction has recently begun on the company’s new office building to be completed in mid 2015, which will provide much needed additional space for storage and service activities.

PROPERTY RATIONALISATIONWe have recently vacated our Nelson Street property, the home of our head office and several operations for the last 44 years, and expect to finalise lease agreements with tenants in the second quarter of the current year.

STRATEGIC INTENTAll the companies in the Group have continued their commitment to managing, developing and becoming “Benchmark” businesses, and have strived to achieve our initiatives on the platforms of Financial Strength, Employee Excellence, Innovation and Exceeding Customer Expectations.

In May 2014, the Group’s top 55 directors, managers and unit leaders, came together to discuss new ways to deliver value within their organisations, and across the Group. The focus of the workshops was on challenging the way we look at our current business models, to assess their sustainability in today’s business environment. The sessions were facilitated by two USA based leaders in Innovation.

The output of the workshops was the reengineering of the business models within our business units, to ensure they are driven by innovation. This was the underlying goal in our 2014-2015 Strategic Planning process, and we have started to introduce new ways to transform how we deliver value to our customers. The Management has also committed to creating an Innovation Council in our Group, and testing at least one innovation project in the ensuing year.

FINANCIAL STRENGTHAt the end of the financial year, the Group’s debt to equity ratio stood at 21:79. This position gives us the capacity to finance acquisitions and growth as required. In October 2014 the Group finalised a refinancing of the Group’s total debt with Scotiabank T&T Ltd. These new facilities of $275 million are expected to save the Group in excess of $5 million in the current year, net of refinancing costs.

CORPORATE SOCIAL RESPONSIBILITYThe Group continues to support and donate to numerous charities and worthy causes, in our community. We are in the final stages of establishing a wider Group Charitable Foundation, which should be fully operational in the current year.

Anthony Agostini

Managing Director

December 8, 2014

Novartis Consumer Health

Sensodyne - No. 1 Dentist Recommended for Sensitive Teeth


Your Directors have pleasure in presenting their report for the year ended September 30, 2014.

Financial Results $’000

Income for the year before taxation 107,145 Less Taxation (26,599)

Profit for the Year 80,546 Less: Attributable to Minority Interest (614)

Net Income for the year after taxation 79,932 Dividends - Interim (12,914)

- Final (19,373)

Profit Retained for the year 47,645

Dividend

Based on the Group’s results, the Directors have approved a final dividend of 33¢, resulting in a total dividend of 55¢ for the year.

Directors

The Director retiring by rotation under the bye laws, Ms. Amalia Maharaj, being eligible, offers herself for re-election.

Auditors

The Auditors, Ernst & Young, retire and being eligible, offer themselves for reappointment.

The Directors are satisfied that the audited Financial Statements published in this Report comply with applicable financial reporting standards, and present fairly in all material respects, the financial affairs of the Group.

By Order of the Board

R. Rajkumarsingh

Secretary

December 8, 2014

report of tHe direCtors

Ribena and Lucozade - fuelling the good times


Independent audItor’s report

to the shareholders of agostini’s Limited

report on the consolidated financial statements We have audited the accompanying consolidated financial statements of Agostini’s Limited and its subsidiaries (the Group) which comprise the consolidated statement of financial position as of 30 September 2014 and the consolidated income statement, consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended and a summary of significant accounting policies and other explanatory information.

Management’s responsibility for the financial statementsManagement is responsible for the preparation and the fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

auditor’s responsibilityOur responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement.An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

opinionIn our opinion, the consolidated financial statements present fairly, in all material respects the financial position of the Group as of 30 September 2014, and its financial performance and cash flows for the year then ended in accordance with International Financial Reporting Standards.

Port of SpainTRINIDAD24 November 2014


ConsoLIdated stateMent oF FInanCIaL posItIonFOR THE YEAR ENDED 30 SEPTEMBER 2014

restated restated 2014 2013 2012 notes $’000 $’000 $’000

assetsnon-current assets Property, plant and equipment 6 247,985 248,221 178,778 Investment property 7 57,259 54,408 15,025 Intangible asset 8 78,017 79,042 77,263 Retirement benefit assets 9 25,783 19,333 16,574 Deferred tax asset 15 14,376 18,843 18,763

423,420 419,847 306,403Current assets Inventories 10 279,113 245,968 244,798 Construction contract work-in-progress 11 275 82 209 Trade and other receivables 12 218,079 186,748 212,652 Taxation recoverable 2,952 4,156 4,623 Cash at bank and in hand 21 31,534 32,916 80,199

531,953 469,870 542,481

total assets 955,373 889,717 848,884

eQuItYCapital and reserves Stated capital 13 187,404 187,404 187,012 Capital reserve 2,652 2,652 2,652 Revaluation reserve 28,422 28,497 23,025 Retained earnings 335,580 275,960 241,349

554,058 494,513 454,038 Non-controlling interests 1,247 1,069 845

total equity 555,305 495,582 454,883


ConsoLIdated stateMent oF FInanCIaL posItIon (continued)FOR THE YEAR ENDED 30 SEPTEMBER 2014

restated restated 2014 2013 2012 notes $’000 $’000 $’000

LIaBILItIesnon-current liabilities Borrowings 14 129,089 148,161 105,508 Retirement benefit liability 9 – 3,552 – Deferred tax liability 15 14,398 12,730 10,539

143,487 164,443 116,047Current liabilities Trade and other payables 16 200,116 160,991 188,583 Taxation payable 5,294 6,190 12,641 Borrowings 14 51,171 62,511 76,730

256,581 229,692 277,954

total liabilities 400,068 394,135 394,001

total equity and liabilities 955,373 889,717 848,884

The accompanying notes form an integral part of these financial statements.

On November 24, 2014 the Board of Directors of Agostini’s Limited authorised these financial statements for issue.

_________________________________ Director _________________________________ Director


restated 2014 2013 notes $’000 $’000turnover 1,359,383 1,312,703

Cost of sales (1,035,534) (1,003,571)

Gross profit 323,849 309,132

other operating income 28,080 25,328

351,929 334,460expenses Other operating (132,518) (125,303) Administration (60,661) (64,507) Marketing and distribution (35,054) (40,883)

(228,233) (230,693)

operating profit 123,696 103,767

Gain on revaluation of investment property 7 32 780

Finance costs - net 18 (16,583) (17,391)

profit before taxation 107,145 87,156taxation 19 (26,599) (24,576)

profit for the year 80,546 62,580

attributable to: Owners of the parent 79,932 61,946 Non-controlling interests 614 634 80,546 62,580

earnings per share for profit attributable to shareholders - Basic 20 1.36 1.06

- Diluted 20 1.36 1.06


ConsoLIdated InCoMe stateMentFOR THE YEAR ENDED 30 SEPTEMBER 2014


ConsoLIdated stateMent oF CoMpreHensIVe InCoMeFOR THE YEAR ENDED 30 SEPTEMBER 2014

restated 2014 2013 notes $’000 $’000profit for the year 80,546 62,580

Other comprehensive income not to be reclassified to profit or loss in subsequent period:

Gain/(losses) on defined benefit plans 10,485 (455)Income tax effect (2,621) 114 7,864 (341)

Revaluation (loss)/gain of land and buildings 6 (100) 5,997Income tax effect 15 25 (525)net other comprehensive income not to be reclassified to profit or loss in subsequent periods (75) 5,472

other comprehensive income for the year, net of tax 7,789 5,131

total comprehensive income for the year, net of tax 88,335 67,711

attributable to:Owners of the parent 87,721 67,077Non-controlling interests 614 634

88,335 67,711



ConsoLIdated stateMent oF CHanGes In eQuItYFOR THE YEAR ENDED 30 SEPTEMBER 2014

attributable to equity holders of the parent non stated Capital revaluation retained controlling capital reserve reserve earnings total interests total notes $’000 $’000 $’000 $’000 $’000 $’000 $’000

Year ended 30 september 2014Balance at 1 October 2013 (Restated) 187,404 2,652 28,497 275,960 494,513 1,069 495,582Profit for the year – – – 79,932 79,932 614 80,546Other comprehensive income – – (75) 7,864 7,789 – 7,789Total comprehensive income – – (75) 87,796 87,721 614 88,335Dividend paid – 2014 (48¢ per share) 27 – – – (28,176) (28,176) (436) (28,612)Balance at 30 September 2014 187,404 2,652 28,422 335,580 554,058 1,247 555,305

Year ended 30 september 2013Balance at 1 October 2012 as previously stated 187,012 2,652 23,025 234,275 446,964 845 447,809Restatement - Employee Benefits 5 – – – 7,074 7,074 – 7,074Balance at 1 October 2012 (restated) 187,012 2,652 23,025 241,349 454,038 845 454,883Profit for the year (restated) – – – 61,946 61,946 634 62,580Other comprehensive income (restated) – – 5,472 (341) 5,131 – 5,131Total comprehensive income (restated) – – 5,472 61,605 67,077 634 67,711Dividend paid - 2013 (46¢ per share) 27 – – – (26,994) (26,994) (410) (27,404)Executive share option: - Shares issued 13 392 – – – 392 – 392Balance at 30 September 2013 (restated) 187,404 2,652 28,497 275,960 494,513 1,069 495,582



ConsoLIdated stateMent oF CasH FLoWsFOR THE YEAR ENDED 30 SEPTEMBER 2014

restated 2014 2013 notes $’000 $’000operating activitiesProfit before taxation 107,145 87,156Adjustments for:

Depreciation of property, plant and equipment 6 18,546 15,606Amortization of intangible assets 8 1,058 639Gain on sale of plant and equipment (7) (162)Gain on acquisition 29 – (980)Net retirement benefit expense 9 483 338Gain on revaluation of investment property 7 (32) (780)Property, plant and equipment write off 1,567 –

Operating profit before changes in working capital 128,760 101,817Changes in working capital

Increase in inventories (33,145) (1,170)(Increase)/Decrease in work-in-progress (193) 127(Increase)/Decrease in trade and other receivables (31,330) 26,752

Increase/(Decrease) in trade and other payables 39,123 (28,048)Cash flows from operating activities 103,215 99,478Taxation paid (22,997) (29,715)net cash flows from operating activities 80,218 69,763Investing activities

Purchase of property, plant and equipment 6 (22,654) (20,573)Proceeds from sale of plant and equipment 130 283Purchase of intangible assets 8 (51) (2,418)Purchase of subsidiary 29 – (34,468)

Proceeds from subsidiary 29 – 36net cash flows used in investing activities (22,575) (57,140)Financing activities

Share issue 13 – 392Net repayment on loans (23,040) (61,634)Dividends paid 27 (28,176) (26,994)Dividends paid to minority interests (436) (410)

net cash flows used in financing activities (51,652) (88,646)Cash increase/(decrease) during the year 5,991 (76,023)Cash and cash equivalents, at 1 october (7,424) 68,599Cash and cash equivalents, at 30 september 21 (1,433) (7,424)



1. General informationThe Company is a limited liability company, incorporated and domiciled in the Republic of Trinidad and Tobago and the address of its registered office is 18 Victoria Avenue, Port of Spain. The Group is principally engaged in trading and distribution and interior building contracting.The shares of the Parent Company are listed on the Trinidad and Tobago Stock Exchange. The majority shareholder is Victor E. Mouttet Limited (VEML), which owns 50.3% of the shares.

2. summary of significant accounting policiesThe principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

(a) Basis of preparationThe consolidated financial statements of the Group are prepared under the historical cost convention.The consolidated financial statements provide comparative information in respect of the previous period. In addition, the Group presents an additional consolidated statement of financial position at the beginning of the earliest period presented when there is a retrospective application of an accounting policy, a retrospective restatement, or a reclassification of items in the consolidated financial statements. An additional consolidated statement of financial position as at 1 October 2012 is presented in these consolidated financial statements due to retrospective application of a change in accounting policy relative to IAS 19-Employee Benefits (Revised 2011).

notes to tHe ConsoLIdated FInanCIaL stateMentsFOR THE YEAR ENDED 30 SEPTEMBER 2014

i) Statement of complianceThese consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).

ii) Principles of consolidationThe consolidated financial statements of the Group include the accounts of the parent and its subsidiary companies. All intra-group balances, transactions, and income and expenses have been eliminated in full.Non-controlling interests represent the portion of profit or loss and net assets not held by the Group and are presented separately in the consolidated statement of comprehensive income and within equity in the consolidated statement of financial position, separately from parent shareholders’ equity.

iii) Changes in accounting policies and disclosuresa) New accounting policies adopted

The accounting policies adopted are consistent with those of the previous financial year except that the Group has adopted the following new and amended IFRS and IFRIC (International Financial Reporting Interpretations Committee) interpretations as of 1 October 2013:•IAS 19 Employee Benefits (Revised

2011)•IFRS13FairValueMeasurement•IAS 1 Presentation of Items of Other

Comprehensive Income – Amendments to IAS 1

•IAS1Clarificationoftherequirementforcomparative information (Amendment)


2. summary of significant accounting policies (continued)(a) Basis of preparation (continued)

iii) Changes in accounting policies and disclosures (continued)a) New accounting policies adopted

(continued)•IFRS 10 Consolidated financial

statements•IFRS11Jointarrangements•IFRS12Disclosuresofinterestsinother

entities

Ias 19 employee Benefits (revised 2011) The Group applied IAS 19 (Revised 2011) retrospectively in the current period in accordance with the transitional provisions set out in the revised standard. The opening consolidated statement of financial position of the earliest comparative period presented (1 October 2013) and the comparative figures have been accordingly restated. IAS 19 (Revised 2011) changes the accounting for defined benefit plans and termination benefits. The most significant change relates to the accounting for changes in defined benefit obligations and plan assets. The amendments require the recognition of changes in defined benefit obligations and in the fair value of plan assets when they occur, and hence eliminate the ‘corridor approach’ permitted under the previous version of

IAS 19 and accelerate the recognition of past service costs. The amendments require all actuarial gains and losses to be recognised immediately through other comprehensive income in order for the net pension asset or liability recognised in the consolidated statement of financial position to reflect the full value of the plan deficit or surplus.Furthermore, the interest cost and expected return on plan assets used in the previous version of IAS 19 are replaced with a ‘net interest’ amount under IAS 19 (Revised 2011), which is calculated by applying the discount rate to the net defined benefit liability or asset. These changes have had an impact on the amounts recognised in the consolidated income statement and other comprehensive income in prior years (see the tables below for details). In addition, IAS 19 (Revised 2011) introduces certain changes in the presentation of the defined benefit cost including more extensive disclosures.Specific transitional provisions are applicable to first-time application of IAS 19 (Revised 2011). The Group has applied the relevant transitional provisions and restated the comparative amounts on a retrospective basis (see the tables below for details).The impact of the adoption of IAS 19 (revised) on the previously reported year ended 30 September 2013 and current year ended 30 September 2014 is illustrated below:

notes to tHe ConsoLIdated FInanCIaL stateMents (continued)FOR THE YEAR ENDED 30 SEPTEMBER 2014




iii) Changes in accounting policies and disclosures (continued)a) New accounting policies adopted (continued)

Ias 19 employee Benefits (revised 2011 - restatement) (continued) 2014 2013Impact on profit or loss for the year: $’000 $’000(Increase)/decrease in administrative expense (483) 1,616Decrease/(increase) in income tax expenses 120 (404)(Decrease)/increase in profit for the year (363) 1,212

2014 2013Impact on other comprehensive income for the year: $’000 $’000Net increase/(decrease) in re-measurement of defined benefit asset 10,485 (455)(Increase)/decrease in income tax relating to othercomprehensive income (2,621) 114Increase/(decrease) in other comprehensive income for the year 7,864 (341)Increase in total comprehensive income for the year 7,501 871

as at as at 30 september 1 october 2014 2013 2013Impact on equity net assets/for the year: $’000 $’000 $’000

Increase in pension plan asset 10,002 4,313 9,434

Total non-current assets 10,002 4,313 9,434

(Increase)/decrease in deferred tax liability (3,105) (290) (2,360)

(Increase) in pension plan liability – (3,552) –

Total non-current liabilities (3,105) (3,842) (2,360)

Net input on equity 6,897 471 7,074





(continued)IFrs 13 Fair Value MeasurementIFRS 13 establishes a single source of guidance under IFRS for all fair value measurements. IFRS 13 does not change when an entity is required to use fair value, but rather provides guidance on how to measure fair value under IFRS. IFRS 13 defines fair value as an exit price. There was no effect on the Group’s recognition of its assets and liabilities.IAS 1 Presentation of Items of Other Comprehensive Income (OCI) – Amendments to IAS 1The amendments to IAS 1 introduce a grouping of items presented in OCI. Items that will be reclassified (‘recycled’) to profit or loss at a future point in time have to be presented separately from items that will not be reclassified. The amendments affect presentation only and have no impact on the Group’s financial position or performance. The required disclosure is included in the consolidated statement of comprehensive income.

Ias 1 Clarification of the requirement for comparative information (amendment)These amendments clarify the difference between voluntary additional comparative information and the minimum required

comparative information. An entity must include comparative information in the related notes to the financial statements when it voluntarily provides comparative information beyond the minimum required comparative period. The amendments clarify that the opening statement of financial position (as at 1 October 2013 in the case of the Group), presented as a result of retrospective restatement or reclassification of items in financial statements does not have to be accompanied by comparative information in the related notes.As a result, the Group has not included comparative information in its notes in respect of the opening consolidated statement of financial position as at 1 October 2013. The amendments affect presentation only and have no impact on the Group’s consolidated financial position or performance.

IFrs 10 Consolidated financial statementsIFRS 10 builds on existing principles by identifying the concept of control as the determining factor in whether an entity should be included within the consolidated financial statements of the parent company. The standard provides additional guidance to assist in the determination of control where this is difficult to assess. The adoption of this standard did not impact the consolidated financial statements.





(continued)IFrs 11 Joint arrangementsIFRS11Jointarrangementsfocusesontherights and obligations of the parties to the arrangement rather than its legal form. There are two types of joint arrangements: jointoperationsand jointventures. Jointoperations arise where the investors have rights to the assets and obligations for the liabilities of an arrangement. A joint operator accounts for its share of the assets, liabilities, revenues and expenses. Joint ventures arise where the investorshave rights to the net assets of the arrangement; joint ventures are accounted for under the equity method. Proportional consolidation of joint arrangements is no longer permitted. The Group does not have any joint arrangements.

IFrs 12 disclosures of Interests in other entitiesIFRS 12 sets out the requirements for disclosures relating to an entity’s interests in subsidiaries, joint arrangements, associates and structured entities. The requirements in IFRS 12 are more comprehensive than the previously existing disclosure requirements for subsidiaries. While the Group has subsidiaries with material non-controlling interests, there are no unconsolidated structured entities.

b) New accounting policies not adoptedThe Group has not adopted early the following new and revised IFRS’s and IFRIC interpretations that have been issued but are not yet effective or not relevant to the Group’s operations: • Investment Entities (Amendments

to IFRS 10, IFRS 12 and IAS 27) - Effective1January2014

• IFRS9FinancialInstruments–Effective1January2014

• IAS32OffsettingFinancialAssetsandFinancial Liabilities – Amendments to IAS32–Effective1January2014

• IFRIC Interpretation 21 Levies (IFRIC21)–Effective1January2014

• IAS39Novation of Derivatives andContinuation of Hedge Accounting – Amendments to IAS 39 – Effective 1 January2014

• IFRS 14 – Interim standard onregulatory deferral accounts.

These standards, interpretations and amendments are not expected to impact the Group.

(b) Consolidationi) Subsidiaries

Subsidiaries, which are those companies in which the Group, directly or indirectly, has an interest of more than one half of the voting rights or otherwise has power to govern the financial and operating policies are consolidated. Subsidiaries are consolidated from the date on which control is transferred to the Group and are no longer consolidated from the date that control ceases.



2. summary of significant accounting policies (continued)(b) Consolidation (continued)

i) Subsidiaries (continued)All significant inter-company transactions, balances and unrealised gains on transactions between Group companies are eliminated; unrealised losses are also eliminated unless the cost cannot be recovered. Where necessary, accounting policies of subsidiaries have been changed to ensure consistency with the policies adopted by the Group.The purchase method of accounting is used to account for the acquisition of subsidiaries by the Group. The cost of an acquisition is measured at the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the acquisition. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date, irrespective of the extent of any minority interest. The excess of the cost of acquisition over the fair value of the Group’s share of the identifiable net assets acquired is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognised directly in the consolidated income statement.

ii) Transactions and minority interestsThe Group applies a policy of treating transactions with minority interests as transactions with parties external to the Group.A listing of the Group’s subsidiaries is set out in Note 23.

(c) segment reportingAn operating segment is a group of assets, liabilities and operations which are included in the measures that are used by the chief operating decision maker.

(d) Foreign currency translationi) Functional and presentation currency

Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (‘the functional currency’). The consolidated financial statements are presented in Trinidad and Tobago dollars, which is the Group’s functional and presentation currency.

ii) Transactions and balancesForeign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year end exchange rates of monetary assets and liabilities denominated in foreign currencies, are recognised in the consolidated income statement.


2. summary of significant accounting policies (continued)(e) property, plant and equipment

Freehold properties comprise mainly warehouses, retail outlets and offices occupied by the Group and are shown at fair value, based on valuations by external independent appraisers, less subsequent depreciation for buildings. Any accumulated depreciation at the date of revaluation is eliminated against the gross carrying amount of the asset, and the net amount is restated to the revalued amount of the asset. All other property, plant and equipment are stated at historical cost less depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of the items.Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance are charged to the consolidated income statement during the financial period in which they are incurred.Increases in the carrying amount arising on revaluation of land and buildings are credited to the revaluation reserve included in the equity section of the consolidated statement of financial position. Decreases that offset previous increases of the same asset are charged against revaluation reserve directly in equity; all other decreases are charged to the consolidated income statement.

The freehold buildings are depreciated on a straight line basis at 1.5% - 2% per annum on the valuation. Leasehold improvements are amortised over the lives of the leases which include options to renew for further terms ranging from 6 years to 10 years which the Group intend to exercise. Land and capital work-in-progress are not depreciated. Depreciation is provided on plant and other assets on the straight line basis at rates as follows:Machinery and equipment - 10% - 331/3% per annumMotor vehicles - 121/2% - 25% per annumFurniture and office equipment - 10% - 25% per annumThe estimated useful lives of property, plant and equipment is reviewed and adjusted if appropriate, at each financial year end.An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount.Gains and losses on disposals are determined by comparing proceeds with carrying amounts. These are included in the consolidated income statement. When revalued assets are sold, the amounts included in the revaluation surplus account are transferred to retained earnings.

(f) Investment propertyInvestment property principally comprising freehold land and buildings are held for long-term rental yields and are not occupied by the Group. Investment properties are carried at fair value, representing the open market value determined annually by independent professional valuers.




2. summary of significant accounting policies (continued)(f) Investment property (continued)

Fair value is based on active market prices, adjusted, if necessary, for any difference in the nature, location or condition of the specific asset. Investment properties are not subject to depreciation. Changes in fair value are recorded in the consolidated income statement.If an investment property becomes owner - occupied, it is reclassified as property, plant and equipment, and its fair value at the date of reclassification becomes its cost for subsequent accounting purposes.If an item of property, plant and equipment becomes an investment property because its use has changed, any difference arising between the carrying amount and the fair value of this item at the date of transfer is recognised in equity as a revaluation of property, plant and equipment. However, if a fair value gain reverses a previous impairment loss, the gain is recognised in the consolidated income statement. Upon the disposal of such investment property, any surplus previously recorded in the revaluation surplus account is transferred to retained earnings. The transfer is not made through the consolidated income statement.

(g) Intangible assetGoodwillGoodwill represents the excess of the cost of an acquisition over the fair value of the Group’s share of the net identifiable assets of the acquired subsidiary/associate at the date of acquisition. Goodwill on acquisition of subsidiaries is included in intangible assets. Goodwill on acquisition of associates is included in investments in associates and is tested for impairment as part of the overall balance. Separately recognised

goodwill is tested annually for impairment and carried at cost less accumulated impairment losses. Impairment losses on goodwill are not reversed. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.Goodwill is allocated to cash-generating units for the purpose of impairment testing. The allocation is made of those cash-generating units or groups of cash-generating units that are expected to benefit from the business combination in which the goodwill arose.

SoftwareSoftware assets which have been acquired directly are recorded initially at cost. On acquisition the useful life of the asset is estimated and the cost amortised over its life and tested for impairment when there is evidence of same. The current estimated useful life of the software asset is 3 years.The amortisation period and the amortisation method for these intangible assets are reviewed at least at the end of each reporting period. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are considered to modify the amortisation period or method, as appropriate, and are treated as changes in accounting estimates. The amortisation expense on these intangible assets is recognised in the consolidated income statement as the expense category that is consistent with the function of the intangible assets.



2. summary of significant accounting policies (continued)(h) offsetting financial instruments

Financial assets and liabilities are offset and the net amount reported in the consolidated statement of financial position, only where there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis, or to realise the asset and settle the liability simultaneously.

(i) InventoriesInventories are stated at the lower of cost and net realisable value, cost being landed value determined on the weighted average basis. The cost of finished goods and work-in-progress comprises raw materials, direct labour, other direct costs and related production expenses. Net realisable value is the estimate of the selling price in the ordinary course of business, less the cost of completion and selling expenses.

(j) Construction contractsA construction contract is a contract specifically negotiated for the construction of an asset or a combination of assets that are closely interrelated or interdependent in terms of their design, technology and functions or their ultimate purpose or use.When the outcome of a construction contract cannot be estimated reliably, contract revenue is recognised to the extent of contract costs incurred where it is probable those costs will be recoverable. Contract costs are recognised when incurred.

When the outcome of a construction contract can be estimated reliably, contract revenue and contract costs are recognised by using the ‘percentage of completion method’. The stage of completion is determined by internal valuations. When it is probable that total contract costs will exceed total contract revenue, the expected loss is recognised as an expense immediately.Costs incurred in the year in connection with future activity on a contract are excluded and shown as contract work-in-progress. The aggregate of the costs incurred and the profit/(loss) recognised on each contract is compared against the progress billings up to the year end. Where costs incurred and recognised profits (less recognised losses) exceed progress billings, the balance is shown as due from customers on construction contracts, under receivables and prepayments. Where progress billings exceed costs incurred plus recognised profits (less recognised losses), the balance is shown as due to customers on construction contracts, under trade and other payables.

(k) Financial assetsInitial recognition and measurementThe Group’s financial assets include cash and bank, trade and other receivables and available-for-sale investment. The Group determines the classification of its financial assets at initial recognition. All financial assets are recognised initially at fair value.



2. summary of significant accounting policies (continued)(k) Financial assets (continued)

Subsequent measurementThe subsequent measurement of financial assets depends on their classification as follows:

Cash and cash equivalentsCash and cash equivalents comprise cash in hand and at banks, deposits held at call with banks, bank overdrafts and short-term borrowings. Bank overdrafts and short-term borrowings are included within borrowings in current liabilities on the consolidated statement of financial position.

available-for-sale financial investmentsAvailable for sale financial investments are securities intended to be held for an indefinite period of time, but may be sold in response to needs for liquidity or changes in interest rates, exchange rates, or equity prices. After initial recognition, available for sale financial assets are measured at fair value, based on quoted market prices.Unrealised gains and losses are reported within equity until the investment is derecognised or the investment is determined to be impaired, net of deferred tax. On derecognition or impairment, the cumulative gain or loss previously reported in equity is transferred to the consolidated statement of comprehensive income.

trade and other receivablesTrade receivables, which generally have 30-90 day terms, are recognised at original invoice amount less an allowance for any uncollectible amounts. An estimate for doubtful debts is established when there is objective evidence that the amount will not be collected according to the original terms of the invoice. When a trade

receivable is uncollectible, it is written off against the allowance accounts for trade receivables.

Impairment of financial assetsThe Group assesses at each reporting date whether there is any objective evidence that a financial asset or group of financial assets is impaired. A financial asset or a group of financial assets is deemed to be impaired if, and only if, there is objective evidence of impairment as a result of one or more events that has occurred after the initial recognition of the asset (an incurred ‘loss event’) and that loss event has an impact on the estimated future cash flows of the financial asset or 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 reorganisation and where observable data indicate that there is a measurable decrease in the estimated future cash flows, such as changes in arrears or economic conditions that correlate with defaults.In the case of equity investments classified as available-for-sale, objective evidence would include a significant or prolonged decline in the fair value of the investment below its cost. ‘Significant’ is to be evaluated against the original cost of the investment and ‘prolonged’ against the period in which the fair value has been below it original cost. Where there is evidence of impairment, the cumulative loss-measured as the difference between the acquisition cost and the consolidated value, less any impairment loss on that investment previously recognised in the consolidated statement of comprehensive income is removed from other comprehensive income and recognised in the consolidated statement of comprehensive income.


2. summary of significant accounting policies (continued)(k) Financial assets (continued)

Impairment of financial assets (continued)In relation to trade receivables the carrying amount of the receivable is reduced through use of an allowance account when there is doubt about the collectability of the amounts due under the original terms of the invoice. Impaired debts are derecognized when they are assessed as uncollectible.

(l) Financial liabilitiesInitial recognition and measurement All financial liabilities are recognised initially at fair value and in the case of loans and borrowings, plus directly attributable transaction costs. The Group’s financial liabilities include accounts payable and accruals and are recognised initially at fair value.

Subsequent measurementThe measurement of financial liabilities depends on their classification as follows:

Loans and borrowingsAfter initial recognition, interest bearing loans and borrowings are subsequently measured at amortised cost using the effective interest rate (EIR) method. Gains and losses are recognised in the consolidated income statement when the liabilities are derecognised as well as through the EIR amortisation process.Amortised cost is calculated by taking into account any discount or premium on acquisition


and fee or costs that are an integral part of the EIR. The EIR amortisation is included in finance cost in the consolidated statement of comprehensive income.

trade and other payablesLiabilities for trade and other accounts payable which are normally settled on 30 day terms are carried at cost which is the fair value of the consideration to be paid in the future goods and services received, whether or not billed to the Group.

De-recognitionA financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires.When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a de-recognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts is recognised in the consolidated income statement.

(m) stated capitalShares are classified as equity. Incremental costs directly attributable to the issue of shares are shown in equity as a deduction from the proceeds.



2. summary of significant accounting policies (continued)(n) Current and deferred income taxes

The tax expense for the period comprises current and deferred tax. Tax is recognised in the consolidated income statement, except to the extent that it relates to items recognised directly in equity.The current income tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted at the consolidated statement of financial position date.Deferred income tax is provided using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred income tax is determined using tax rates and tax laws that have been enacted or substantially enacted by the consolidated statement of financial position date and are expected to apply when the related income tax asset is realised or the deferred income tax liability is settled.Deferred tax assets relating to carry forward of unused tax losses are recognised to the extent that it is probable that future taxable profit will be available against which the unused tax losses can be utilised.

(o) employee benefitsPensionRetirement benefits for Group’s employees, are provided by various defined benefit plans. These plans are funded by contributions from the Group and qualified employees. Payments are made to pension trusts, which is financially separate from the Group, in accordance with periodic calculations by actuaries.For the Hand Arnold Trinidad Limited and Agostini’s Limited defined benefit plans, the pension accounting costs are assessed using the projected unit credit method. Under this method, the cost of providing pensions is charged to the consolidated income statement so as to spread the regular cost over the service lives of employees in accordance with the advice of independent actuaries who carry out a full valuation of the plans every three years. The pension obligation is measured as the present value of the estimated future cash outflows. All actuarial gains and losses to be recognised are spread forward over the average remaining service lives of employees.The employees of Smith Robertson & Company Limited are members of the Victor E. Mouttet Limited defined benefit plan, the assets of which are held in separate trustee administered funds. The pension plan is funded by payments from employees and by the Company taking account of the recommendations of independent qualified actuaries.The Company’s contributions are included in the employee benefit expense of these consolidated financial statements. Any assets and liabilities in relation to this defined benefit plan in accordance with International Accounting Standard 19 - Employee Benefits are recorded by the Victor E. Mouttet Limited.



2. summary of significant accounting policies (continued)(o) employee benefits (continued)

Share-based compensationThe Group operates an equity-settled, share-based compensation plan. The fair value of the employee services received in exchange for the grant of options is recognised as an expense. The total amount to be expensed over the vesting period is determined by reference to the fair value of the options granted, excluding the impact of any non-market vesting conditions. Non-market vesting conditions are included in assumptions about the number of options that are expected to become exercisable. At each consolidated statement of financial position date, the entity revises its estimate of the number of options that are expected to become exercisable. It recognises the impact of the revision of original estimates, if any, in the consolidated income statement, with a corresponding adjustment to equity.The proceeds received, net of any directly attributable transaction costs, are credited to share capital, when the options are exercised.

Profit-sharing bonus plansThe Group recognises a liability and an expense for bonuses and profit-sharing, based on a formula that takes into consideration the profit attributable to the Parent’s shareholders after certain adjustments. The Group recognises a provision where contractually obliged or where there is a past practice that has created a constructive obligation.

(p) provisionsProvisions are recognised when the Group has a present legal or constructive obligation as a result of past events, and it is probable that an outflow of resources will be required to settle the obligation, and a reliable estimate of the amount of the obligation can be made.

(q) revenue recognitionRevenue comprises the fair consideration received or receivable for the sale of goods and services in the ordinary course of the Group’s activities. Revenue is shown, net of value-added tax, returns, rebates and discounts and after eliminating sales within the Group. Revenue is recognised as follows:i) Sales of goods-wholesale Sales of goods are recognised when a

Group entity has delivered products to the customer; the customer has accepted the products and collectability of the related receivables is reasonably assured.

ii) Sales of goods-retail Sales of goods are recognised when a

Group entity sells a product to the customer. Retail sales are usually by cash or by credit card. The recorded revenue includes credit card fees payable for the transaction. Such fees are included in finance costs.

iii) Rental income Rental income arising from operating leases

on investment properties is accounted for on a straight-line basis over the lease terms and is included in revenue in the consolidated income statement due to its operating nature.

iv) Contract income Revenue on fixed priced contracts is

recognised by reference to the value of contract work executed.

v) Other income All other income is recognised on the

accrual basis.



2. summary of significant accounting policies (continued)(r) dividends

Dividend distribution to the Parent’s shareholders is recognised as a liability in the Group’s financial statements in the period in which the dividends are approved by the Board of Directors.

(s) LeasesLeases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to the consolidated income statement on a straight-line basis over the period of the lease.The Group has entered into commercial property leases on its investment property portfolio. The Group has determined, based on 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 all the significant risks and rewards of ownership of these properties and accounts for contracts as operating leases. Leases of property, plant and equipment where the Group assumes substantially all the benefits and risks of ownership are classified as finance leases. Finance leases are capitalised at the inception of the lease at the estimated present value of the underlying lease payments. Each lease payment is allocated between the liability and finance charges so as to achieve a constant rate on the liability balance outstanding. The corresponding rental obligations, net of finance charges, are included in borrowings. The interest element of the finance cost is charged to the consolidated income statement over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. The property, plant and equipment acquired under finance leases are depreciated over the shorter of the useful life of the asset or the lease term.

3. Financial risk management(a) Financial risk factors

The Group’s activities expose it to a variety of financial risks: market risk (including currency risk and cash flow interest rate risk), credit risk and liquidity risk. Risk is managed through a process of ongoing identification, measurement and monitoring. The process of risk management is critical to the Group’s continuing profitability and each individual company within the Group is accountable for the risk exposures relating to their responsibilities.The Board of Directors is responsible for the overall risk management approach and for approving the risk strategies and principles. Day to day adherence to risk principles is carried out by the Executive Management of the Group. Head office employs a Treasury function, which is responsible for managing the assets, liabilities and the overall financial structure of the Group. The Treasury function is also responsible for the funding and liquidity risk of the Group.

i) Market riska) Currency risk Currency risk is the risk that the value of a

recognised asset or liability will fluctuate due to changes in foreign exchange rates. Such exposure arises from sales or purchases in a currency other than the Group’s functional currency and net investments in foreign operations. The Group’s primary exposure is primarily with respect to the US dollar. Management monitors its exposure to foreign currency fluctuations and employs appropriate strategies to mitigate any potential losses.

At 30 September 2014, if the TT dollar had weakened/strengthened by 5% against the US dollar with all other variables held constant, post tax profit for the year would have been $4.1 million (2013: $2.6 million) lower/higher, mainly as a result of foreign exchange losses/gains on translation of US dollar-denominated trade payables and receivables.



3. Financial risk management (continued)(a) Financial risk factors (continued)

i) Market risk (continued)b) Cash flow and fair value interest rate risk As the Group has no significant variable

rate interest-bearing assets, the Group’s income and operating cash flows are substantially independent of changes in market interest rates.

Borrowings issued at variable rates expose the Group to cash flow interest-rate risk. The Group manages its interest rate exposure by maintaining a significant percentage of the long-term borrowings in fixed rate instruments.

The Group has calculated the impact on profit and loss of a change in interest rates of 100 basis points, based on the average variable borrowings for the financial year. Based on these calculations, the impact would be an increase or decrease of $389,409 (2013: $282,574).

ii) Credit riskThe Group takes on exposure to credit risk, which is the potential for loss due to a debtor’s failure to pay amounts when due. Credit risk arises from cash and outstanding receivables. Impairment provisions are established for losses that have been incurred at the consolidated statement of financial position date.

The Group trades only with recognised, credit worthy third parties, who are subject to credit verification procedures, which take into account their financial position and past experience. Individual risk limits are set based on internal ratings. Exposure to credit risk is further managed through regular analysis of the ability of debtors to settle their outstanding balances.Cash is deposited with reputable financial institutions.

iii) Liquidity riskLiquidity risk is the risk that the Group will be unable to meet its payment obligations when they fall due under normal and stress circumstances. The Group manages its liquidity risk by monitoring its projected inflows and outflows from operations. Where possible the Group utilises surplus internal funds to finance its operations and ongoing projects. The Group also utilises available credit facilities such as loans, overdrafts and other financial options where required.



3. Financial risk management (continued)(a) Financial risk factors (continued)

iii) Liquidity risk (continued)The table below analyses the Group’s financial liabilities into relevant maturity groupings based on the remaining period at the consolidated statement of financial position to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months equal their carrying balances as the impact of discounting is not significant.

Less than Greater than 1 year 1 to 2 years 2 to 5 years 5 years total2014 $’000 $’000 $’000 $’000 $’000

Bank overdraft 17,551 – – – 17,551Borrowings 33,619 18,113 50,702 60,275 162,709Trade and other payables 200,116 – – – 200,116

251,286 18,113 50,702 60,275 380,376

2013

Bank overdraft 8,740 – – – 8,740Borrowings 65,113 25,413 61,870 103,077 255,473Trade and other payables 160,991 – – – 160,991

234,844 25,413 61,870 103,077 425,204

(b) Capital risk managementThe Group’s objective when managing capital is to safeguard the Group’s ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain healthy capital ratios.In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.



3. Financial risk management (continued)(b) Capital risk management (continued)

The Group monitors capital on the basis of the gearing ratio, which is calculated as total borrowings, both current and non-current, less cash divided by shareholders equity. The gearing ratio at 30 September 2014 is 26.84 (2013: 36.45).

(c) Fair value estimationThe carrying amount of short-term financial assets and liabilities comprising cash equivalents, accounts receivable, available-for-sale financial assets, accounts payable and accrued liabilities are a reasonable estimate of their fair values because of the short maturity of these instruments.The fair value of the long-term portion of the fixed rate financing as at 30 September 2014 is estimated to be $87.9 million (2013: $115.3 million) as compared to its carrying value of $72.5 million (2013: $84.5 million).

4. Critical accounting estimates and judgementsEstimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, rarely equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are outlined below:

i) Impairment of goodwillThe Group determines whether goodwill is impaired at least on an annual basis. This requires an estimation of the ‘value in use’ of the cash generating units to which the goodwill is allocated. Estimating a value in use amount requires management to make an estimate of the expected future cash flows from the cash generating units and also to choose a suitable discount rate in order to calculate the present value of those cash flows.

ii) Revenue recognitionThe Group uses the percentage-of-completion method in accounting for its construction contracts. Use of the percentage-of-completion method requires the Group to estimate the services performed to date as a proportion of the total value of the contract. Where actual results differ from these estimates the profit or loss earned will be affected.

iii) Revaluation of property, plant and equipment and investment propertiesThe Group carries its investment properties at fair value, with changes in fair value being recognized in the consolidated income statement. In addition, it measures land and buildings at revalued amounts with changes in fair value being recognized in equity. The Group engaged an independent valuation specialist who used the open market value basis to determine the fair value as at 30 September 2014 per owner occupied properties for a subsidiary, Superpharm Limited. Management performed an internal assessment of the investment properties of the Group as at 30 September 2014.



4. Critical accounting estimates and judgements (continued)iv) Share-based payment transactions

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 for share-based payment transactions requires determining the most appropriate valuation model, which is dependent on the terms and conditions of the grant. This estimate also requires determining the most appropriate inputs to the valuation model including the expected life of the share option, volatility and dividend yield and making assumptions about them. The assumptions and models used for estimating fair value for share-based payment transactions are disclosed in Note 13.

v) Deferred tax assetsDeferred tax assets are recognized for all unused tax losses to the extent that it is probable that taxable profit will be available against which the losses can be utilized. Significant management judgment is required to determine the amount of deferred tax assets that can be recognized, based upon the likely timing and the level of future taxable profits together with future tax planning strategies.

vi) Pension benefitsThe cost of defined benefit pension plans and the present value of the pension obligation are determined using actuarial valuations. An actuarial valuation involves making various assumptions. These include the determination of the discount rate, future salary increases, mortality rates and future pension increases. Due to the complexity of the valuation, the underlying assumptions and its long term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.

5. restatementThe Comparative amounts were restated for two matters which were as follows:i) The 2012 and 2013 comparative amounts have

been restated to recognize a defined benefit plan within Agostini’s Limited. This plan was previously disclosed as a defined contribution arrangement but upon reassessment, due to certain terms and conditions the plan meets the criteria of a defined benefit plan in accordance with IAS19 –Employee Benefits. The impact of this restatement for the 2012 financial period was an increase in the retirement benefit asset of $15,467,000 and an increase in the deferred tax liability of $3,866,750 with a corresponding net increase in retained earnings of $11,600,250. The impact for the 2013 financial period was an increase in the retirement benefit asset of $19,333,000 and an increase in the deferred tax liability of $4,832,750 with a corresponding net increase in retained earnings of $14,500,250. There was also a net decrease in administrative expenses by $32,000 and a net increase in tax expenses by $8,000 for the 2013 financial year. In addition there was a net increase in other comprehensive income of $2,923,000 for the 2013 financial period.

ii) An amount relating to foreign exchange gains of $6,490,534 for the 2013 financial period was reclassified from financing cost to other operating income. This reclassification had no impact on the net profit before tax for both current and prior year.


6. property, plant and equipment Furniture Land, and Machinery Capital buildings and office Motor and work in improvements equipment vehicles equipment progress total notes $’000 $’000 $’000 $’000 $’000 $’000

Year ended 30 september 2014Opening net book amount 212,521 23,499 7,007 1,821 3,373 248,221Revaluation (100) – – – – (100)Additions 5,651 4,135 3,567 663 8,638 22,654Disposals (678) (693) (40) (14) – (1,425)Transfers 2,613 613 _ _ (3,226) –Transfers to investment property 7 (12,028) – – – – (12,028)Transfers from investment property 7 9,209 – – – – 9,209Depreciation charge (7,938) (6,802) (3,083) (723) – (18,546)Closing net book amount 209,250 20,752 7,451 1,747 8,785 247,985

at 30 september 2014Cost or valuation 242,131 57,632 24,459 6,358 8,785 339,365Accumulated depreciation (32,881) (36,880) (17,008) (4,611) – (91,380)Net book amount 209,250 20,752 7,451 1,747 8,785 247,985

Year ended 30 september 2013Opening net book amount 140,550 19,755 5,926 1,159 11,388 178,778Revaluation 5,997 – – – – 5,997Additions 6,358 8,180 4,052 687 1,296 20,573Acquisition of subsidiary 29 60,488 – – – – 60,488Disposals (43) (1) (80) – – (124)Transfers 6,473 1,973 209 656 (9,311) –Transfer to investment property (1,885) – – – – (1,885)Change in accounting treatment – (8) (14) – – (22)Depreciation charge (5,417) (6,400) (3,086) (681) – (15,584)Closing net book amount 212,521 23,499 7,007 1,821 3,373 248,221

at 30 september 2013Cost or valuation 243,246 68,064 22,885 6,174 3,373 343,742Accumulated depreciation (30,725) (44,565) (15,878) (4,353) – (95,521)Net book amount 212,521 23,499 7,007 1,821 3,373 248,221




6. property, plant and equipment (continued)An independent professional valuation was conducted on the leasehold and prehold properties as at 30 September 2013 by Linden Scott & Associates Limited, Brent Augustus and Raymond and Pierre at $24,000,000 owned by one of the subsidiaries, Superpharm Limited. Owner occupied properties of one of the Group’s subsidiaries Superpharm Limited was revalued at $24,000,000 in September 2014 by Brent Augustus. The directors are satisfied that the carrying value of the remaining properties in the current period is representative of its fair value.Depreciation expense of $17,817,056 (2013:$ 15,605,846) has been charged in expenses.Lease rentals amounting to $784,907 (2013:$ 13,484,101) relating to the lease of property, are included in the consolidated income statement.If land and buildings were stated on the historical cost basis, the amounts would be as follows:

2014 2013 $’000 $’000Cost 105,313 105,313Accumulated depreciation (19,930) (18,350)

Net book amount 85,383 86,963

7. Investment property 2014 2013 notes $’000 $’000Beginning of year 54,408 15,025Transfers from property, plant and equipment 6 12,028 1,885Transfers to property, plant and equipment 6 (9,209) –Revaluation 32 780Acquisition of subsidiary 29 – 36,718

End of year 57,259 54,408

Investment property was valued by Linden Scott & Associates Limited and Raymond and Pierre, professional valuators in September 2013 at $54,407,551 on the open market value basis. Management valued the investment properties in September 2014 at $57,259,162 on the open market value basis.The following amounts have been recognised in the consolidated statement of comprehensive income:

2014 2013 $’000 $’000Gain on revaluation of investment property 32 780Rental income 5,015 2,883Direct operating expenses 1,056 179



8. Intangible asset Goodwill software totalas at 30 september 2012 $’000 $’000 $’000

Cost 76,995 1,283 78,278Additions – 411 411Accumulated amortisation (856) (570) (1,426)

Net book amount 76,139 1,124 77,263

as at 30 september 2013Cost 76,995 1,694 78,689Additions – 2,418 2,418Accumulated amortisation (856) (1,209) (2,065)

Net book amount 76,139 2,903 79,042

as at 30 september 2014Cost 76,995 4,112 78,689Additions – 51 2,469Acceralated write off – (18) (18)Accumulated amortisation (856) (2,267) (3,123)

Net book amount 76,139 1,878 78,017

Goodwill arising through business combinations was generated by acquisition of Petrovance Trinidad Limited in 2000, Hand Arnold (Holdings) Limited, the Construction Chemical division of Interchem in 2008 and SuperPharm Limited in 2010.

Impairment test for goodwillIn accordance with IFRS 3: Business Combinations, goodwill acquired through business combinations has been allocated to the Group’s cash generating units that are expected to benefit from the synergies of the combination. Impairment is determined by assessing the recoverable amount of the Cash Generating Units (CGU) to which goodwill relates. The recoverable amount of a CGU is based on value in use calculations. These calculations use pre-tax cash flow projections based on financial budgets for the next year and assuming growth rates as stated below. The key assumptions used for value-in-use calculations are a discount rate of 9.08% (2013: 15%) and a growth rate of 1% - 2% (2013: 1%). With regard to the assessment of value-in-use of the CGU’s, management believes that no reasonably possible change in any of the above assumptions would cause the carrying values of the CGU’s to materially exceed its recoverable amount.



9. employee benefit asset defined benefit pension plan restated 2014 2013 $’000 $’000Changes in present value of defined benefit obligationDefined benefit obligation at start of year 157,836 143,152Interest cost 5,770 5,936Current service cost – employer’s portion 3,574 3,490Employee additional voluntary contributions 2,438 2,106Past service cost – 70Actuarial gains (9,128) 9,425Benefits paid (6,668) (6,343)Defined benefit obligation at end of year 153,822 157,836

Change in fair value of plan assetsPlan assets at start of year 173,618 159,726Expected return on plan assets 6,429 6,594Actuarial gain 1,356 8,970Employee additional voluntary contributions 2,438 2,106Benefits paid (6,668) (6,343)Company contributions 2,432 2,564Plan assets at end of year 179,605 173,617

amounts recognised in the consolidated statement of financial positionPresent value of pension obligations (153,822) (157,836)Fair value of plan assets 179,605 173,617Net benefit asset 25,783 15,781Represented by:Retirement benefit asset 25,783 19,333Retirement benefit liability – (3,552) 25,783 15,781



9. employee benefit asset (continued) defined benefit pension plan restated 2014 2013 $’000 $’000amount recognised in the consolidated income statementCurrent service cost 3,574 3,490Interest on obligation (658) (658)Expected return on plan assets (10,491) 454Past service cost 6 70Net pension (income)/expense recognised during the year (7,569) 3,356

Movements in the net asset recognised in the consolidated statement of financial positionNet asset at 1 October 15,781 16,573Net income/(expense) recognised in the consolidated income statement 7,569 (3,356)Employer contributions 2,432 2,564Net asset at 30 September 25,783 15,781

Movements in the net asset recognised in the consolidated statement of financial positionNet asset at 1 October 15,782 16,573Net income/(expense) recognised in the consolidated income statement 7,569 (3,356)Employer contributions 2,432 2,564Net asset at 30 September 25,783 15,781

The major categories of plan assets as a percentage of total plan assets are as follows:

Mortgages 19% 19% Govt securities 31% 31%Local equities 30% 31%Foreign assets 15% 14%Short-term 5% 5%



9. employee benefit asset (continued)Principal actuarial assumptions at the consolidated statement of financial position date 2014 2013Discount rate 4% 3%Salary escalation 3% 2%Expected return on plan assets 3% 3%Future pension increases (current retirees only) 1.67% 0%

A quantitative sensitivity analysis for significant assumptions as at 30 September 2014 is as shown below:

assumptions discount rate Future salary 1% 1% 1% 1% increase decrease increase decrease $’000 $’000 $’000 $’000Impact on the defined benefit obligation (12,289) 15,846 4,062 (3,084)


10. Inventories 2014 2013 $’000 $’000Finished goods 244,479 210,668Raw materials 260 237Provision for obsolescence (4,714) (3,426) 240,025 207,479Goods in transit 38,819 38,260Work-in-progress 269 229 279,113 245,968

The cost of inventories recognised as an expense and included in cost of sales amounted to $1,084,256,321 (2013: $969,696,591).

11. Construction contract work-in-progress 2014 2013 $’000 $’000Contract costs incurred in the year 3,094 188Contract expenses recognised in the year (2,819) (106) 275 82 Contract costs incurred and recognised profits (less losses) to date 6,542 26,932

Amounts due from customers for construction contracts are shown in Note 12.

12. trade and other receivables 2014 2013 notes $’000 $’000Trade receivables 204,826 170,181Less: Provision for impairment of receivables (8,231) (7,771)Trade receivables - net 196,595 162,410Prepayments 6,219 5,533Other receivables 7,861 14,541Receivables from directors 102 107Receivables from VEML group 24 408 529 211,185 183,120Amounts due from customers for construction contracts 8,060 4,861Less: Provision for impairment of customers for construction contracts (1,166) (1,233) 6,894 3,628 218,079 186,748




12. trade and other receivables (continued)As at 30 September 2014, trade receivables at a value of $9,396,217 (2013: $9,003,654) were impaired and fully provided for. Movements in the provision for impairment of trade receivables were as follows: 2014 2013 $’000 $’000Balance at 1 October 9,004 8,019Charge for the year 4,072 3,422Amounts written off (1,390) (452)Amounts recovered (2,289) (1,985)Balance at 30 September 9,397 9,004

The creation and usage of provision for impaired receivables net of bad debts recovered have been included in ‘marketing and distribution costs’ in the consolidated income statement.

Trade receivables are non-interest bearing are generally on terms of 30 to 90 days.

As at 30 September 2014 and 2013, the ageing analysis of trade receivables were as follows: neither past due past due past due but not but not nor impaired impaired impaired 30-90 days over 90 days total $’000 $’000 $’000 $’0002014 125,765 60,477 10,353 196,5952013 121,930 32,581 7,899 162,410

The maximum exposure to credit risk at the reporting date is the carrying value of each class of receivable mentioned above. The Group does not hold any collateral as security.

13. stated capital 2014 2013 $’000 $’000authorisedAn unlimited number of ordinary shares of no par value

Issued and fully paid58,704,219 (2013: 58,704,219) ordinary shares of no par value 187,404 187,404



13. stated capital (continued) share number of stated option shares capital plan total ’000 $’000 $’000 $’000as at 30 september 2014 58,704 185,884 1,520 187,404

as at 1 october 2012 58,662 185,884 1,128 187,012Executive share option plan - shares issued 42 – 392 392as at 30 september 2013 58,704 185,884 1,520 187,404

executive share option planAtanExtraordinaryGeneralMeetingheldon31July1998,aspecialresolutionwaspassedtoestablishaShareOption Plan for the benefit of executives of the company and its subsidiaries. One million ordinary shares in the capital stock of the company have been reserved for the purpose of the plan. 2014 2013 $’000 $’000The current status of options to date is as follows:

Total shares allocated to the plan 1,000 1,000Issued pursuant to exercise of options (324) (324)Outstanding options – (16)Remaining shares allocated to plan in respect of which options have not been granted 676 660

The movement in the number of share options outstanding for the year is as follows:

2014 2014 2013 2013 Weighted Weighted average average exercise options exercise options price $ $’000 price $ $’000At beginning of year 8.55 16 9.18 63Exercised – – 9.32 (42)Lapsed 8.55 (16) 10.00 (5)At end of year – – 8.55 16



13. stated capital (continued)executive share option plan (continued)The exercise price of the granted options is equal to the market price of the shares on the date of the grant. Options are exercisable starting three years from the grant date up to the fifth anniversary of the date of grant. The Group has no legal or constructive obligation to repurchase or settle the options in cash.On 27 March 2008, ninety thousand (90,000) options were granted to directors and employees with an exercise price set at the market share price on that date of $10.00 per share. The unexercised options lapsed on 26 March 2013.On 20 February 2009, ninety-eight (98,000) thousand options were granted to directors and employees with an exercise price set at the market share price on that date of $8.55 per share.Share options outstanding at the end of the year have the following lapse dates and exercise prices.

Lapse date exercise price shares 2014 201319 February 2014 8.55 – 15,750

In accordance with the Business Combination Agreement with Victor E. Mouttet Limited no further options will be issued under this plan.

14. Borrowings 2014 2013 notes $’000 $’000Currenti) Bankers’ acceptances 21 15,416 31,600ii) Bank overdraft 21 17,551 8,740iii) Bank borrowings 6,126 9,787iv) Fixed rate bonds 1997-2015 3,677 4,622v) Fixed rate bonds 2012-2022 8,401 7,762 51,171 62,511non-currentviii) Fixed rate bonds 1997-2015 – 3,677ix) Bank borrowings 56,627 63,621x) Fixed rate bonds 2012-2022 72,462 80,863 129,089 148,161total borrowings 180,260 210,672



14. Borrowings (continued)i) Bankers’ acceptances are unsecured.

Interest rates on these borrowings are 3.25% - 4.50% (2013: 4.50% - 4.0% per annum).

ii) Debenture over the fixed and floating assets of the Group stamped to cover $9,800,000 ranking pari passu with FirstCaribbean International Banking & Financial Corporation Limited (FCIB) registered debenture stamped to cover $33,692,000, Royal Bank Limited debenture stamped cover $50,000,000, and First Citizens Bank Limited registered debenture stamped to cover $50,000,000. The charge is substantial to those created in favour of the mortgage loan facilities. Certain subsidiaries’ bank borrowings and bank overdrafts are secured by guarantees stamped to cover $38,800,000. The bank overdrafts incur interest at the rate of 6.50% (2013: 6.50%) per annum.

iii) & ix) Bank borrowings include the following loans:- A subsidiary’s loan of $5,437,631

(2013: $8,585,709) which is secured by Registered First Demand Debenture over the fixed and floating assets of the Company, stamped collateral and mortgage over two real estate properties located at Bergerac Trace, Maraval and LP#83 and LP#85 Trincity Central Road Trincity, stamped collateral to cover $19,265,000.

- A subsidiary’s loan of $57,316,201 which is secured by a first mortgage debenture over the fixed and floating assets of the Company stamped to cover

$65,000,000. The principal amount of this loan was $65,000,000 repayable by quarterly instalments of $1,830,513 over a period of 15 years with interest at a rate of 7.5% per annum fixed over the first five years.

iv) & viii) The fixed rate bonds 1997 - 2015 are constituted and secured by a Trust Deed between the Group and RBC Trust Limited incorporating a debenture over Agostini’s Limited fixed and floating assets stamped to a value of $33,691,970 ranking pari passu with other borrowings as noted in (ii) above. Interest is payable semi-annually in arrears at a fixed rate of 12% per annum.

These bonds are guaranteed by a Standby Letter of Credit established with FCIB to cover the full principal sum of $33,691,970.

v) & ix) The fixed rate bonds 2012 – 2022 in the names of Agostini’s Limited and Hand Arnold Trinidad Limited are constituted and secured by a Trust deed between the Group and First Citizens Trustee Services Limited incorporating a debenture over Agostini’s Limited and Hand Arnold Trinidad Limited fixed and floating assets stamped to a value of $50,000,000 each ranking pari passu with other borrowings as noted in (ii) previously. Payments are amortized quarterly over 10 years at a fixed rate of 8%.

Maturity of non-current borrowings (excluding finance lease liabilities): 2014 2013 $’000 $’000Between 1 and 2 years 18,113 25,910Between 2 and 5 years 50,702 39,020Over 5 years 60,274 83,231 129,089 148,161



15. deferred income taxThe movement on the deferred tax account is as follows: accumulated Fair retirement tax value benefit tax depreciation gains obligation losses total $’000 $’000 $’000 $’000 $’000as at 1 october 2013 (restated) 6,255 2,141 3,948 (18,457) (6,113)Charge to consolidated income statement (430) 182 (96) 5,028 4,684Charge to consolidated OCI – – 2,621 – 2,621Prior year adjustment (1,145) – – – (1,145) Charge to equity – (25) – – (25) as at 30 september 2014 4,680 2,298 6,473 (13,429) 22

as at 1 october 2012 (as previously stated) 4,569 1,616 1,784 (18,555) (10,586)Restatement – – 2,362 – 2,362as at 1 october 2012 (restated) 4,569 1,616 4,146 (18,555) (8,224)Charge to consolidated income statement 1,733 – (488) 94 1,339Charge to consolidated OCI – – (114) – (114)Prior year adjustment (47) – – 4 (43)Restatement – – 404 – 404Charge to equity – 525 – – 525as at 30 september 2013 (restated) 6,255 2,141 3,948 (18,457) (6,113)

2014 2013 notes $’000 $’000Deferred tax liability 14,398 12,730Deferred tax asset (14,376) (18,843) 22 (6,113)

16. trade and other payablesTrade payables 162,932 129,905Accrued expenses 28,221 24,235Amounts due to contractors 263 235Other payables 8,318 5,920Payables to VEML Group 24 382 696 200,116 160,991

Terms and conditions of the above financial liabilities:• Tradepayablesarenon-interestbearingandarenormallysettledon60dayterms.• Otherpayablesarenon-interestbearingandhaveanaveragetermofsixmonths.• Fortermsandconditionswithrelatedparties,refertoNote24.


17. expenses by nature 2014 2013 notes $’000 $’000Depreciation and amortisation 6 & 8 19,604 16,245Employee benefit expense 22 123,077 112,600Changes in inventories of finished goods and work-in-progress 64,810 (1,043)Raw materials and consumables 970,746 1,002,259Transportation 8,657 8,857Advertising costs 16,685 16,079Net creation of provision for impaired receivables 1,181 5,048Directors fees 1,114 960Operating lease payments 785 10,917Other expenses 57,108 62,342Total cost of goods sold, other operating, administration, and marketing and distribution expenses 1,263,767 1,234,264

18. Finance costs - netInterest income (76) (431)Interest expense - bank borrowings 16,659 17,822 16,583 17,391

19. taxationCurrent tax 20,842 20,392Deferred tax 15 4,684 1,743Green fund levy 1,506 1,466Business levy 1,032 1,250Prior years adjustment (1,465) (275) 26,599 24,576The tax on profit before tax differs from the theoretical amount that would arise using the basic rate of tax as follows:Profit before taxation from continuing operations 107,145 87,156Tax calculated at 25% 26,786 21,789Expenses not deductible for tax purposes 371 765Income not subject to tax (35) (429)Other (1,596) 10Prior years adjustment (1,465) (275)Green fund levy 1,506 1,466Business levy 1,032 1,250 26,599 24,576

Subsidiary companies have tax losses of approximately $53 million (2013: $69 million) available for set off against future profits.




20. earnings per shareBasicBasic earnings per share is calculated by dividing the profit attributable to shareholders of the Parent by the weighted average number of ordinary shares in issue during the year.

2014 2013Profit attributable to shareholders of the Parent ($’000) 79,932 61,946Weighted average number of ordinary shares in issue (’000) 58,677 58,677Basic earnings per share $1.36 $1.06Basic earnings per share as previously reported $1.03

dilutedDiluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. The Parent has one category of dilutive potential ordinary shares which is share options granted to executives of the company and its subsidiary companies.For the share options, a calculation is done to determine the number of shares that could have been acquired at fair value (determined as the average annual market share price of the Parent’s shares) based on the monetary value of the subscription rights attached to outstanding share options. The number of shares calculated as above is compared with the number of shares that would have been issued assuming the exercise of the share options. 2014 2013 notes $’000 $’000Weighted average number of ordinary shares in issue 58,677 58,677Adjustment for – share options – 16Weighted average number of ordinary shares for diluted earnings per share 58,677 58,693

Diluted earnings per share $1.36 $1.06Diluted earnings per share as previously reported $1.03

21. Cash and cash equivalentsCash at bank and in hand 31,534 32,916Bank overdraft 14 (17,551) (8,740)Bankers’ acceptances 14 (15,416) (31,600) (1,433) (7,424)

22. employee benefit expenseWages and salaries 100,863 97,394National insurance 6,194 5,590Other benefits 11,739 5,699Pension cost 3,879 3,765Termination costs 402 152 123,077 112,600



23. subsidiaries

2014 2013

subsidiaries principal activitiesCountry of

incorporation

percentage of equity

held

percentage of equity

held

Hand Arnold Trinidad Limited

Wholesale distribution of food, beverage and grocery products

Trinidad & Tobago 100% 100%

Smith Robertson & Company Limited

Wholesale distribution of pharmaceutical and personal care items


SuperPharm LimitedSale of pharmaceutical and convenience items


Rosco Petroavance Limited

Marketing of equipment and services to Petroleum related companies


Storageplex Limited Rental of properties Trinidad &

Tobago 100% 100%



24. related party transactionsThe total amount of transactions that have been entered into with related parties are as follows: 2014 2013 $’000 $’000i) Amounts due by related parties Mouttet Capital Limited 1 62 VEMCO Limited 407 467 408 529ii) Amounts due to related parties Mouttet Capital Limited – 81 VEMCO Limited 382 615 382 696iii) Transactions with related parties: Sales and services to related companies 611 281 Purchases and services from related companies 2,316 7,870iv) Compensation of key management personnel: Salaries and other short-term employee benefits 20,344 20,791v) Related party transactions Note 23 provides the information about the Group’s structure including the details of the subsidiaries and the

holding company.

terms and conditions of transactions with related parties The sales to and purchases from related parties are made on terms equivalent to those that prevail in arm’s length

transactions. Outstanding balances at the year- end are unsecured and interest free and settlement occurs in cash. There have been no guarantees provided or received for any related party receivables or payables. For the year ended 30 September 2014, the Group has not recorded any impairment of receivables relating to amounts owed by related parties (2013: $ Nil). This assessment is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates.

25. Commitmentsa) operating lease commitments – Group as lessee The Group has entered into commercial leases on certain properties. These leases have an average life of between

one to fifteen years, with renewal options included in the contracts. There are no restrictions placed upon the Group entering into these leases.



25. Commitments (continued)a) operating lease commitments – Group as lessee (continued) Future minimum rentals payable under non-cancellable operating leases as at 30 September are as follows: 2014 2013 $’000 $’000 Within one year 18,523 17,143 After one year but not more than five years 74,633 63,799 More than five years 66,351 64,900 159,507 145,842b) operating lease commitments – Group as lessor The Group has entered into commercial leases on its investment property portfolio consisting of the Group’s surplus

office buildings. These non-cancellable leases have remaining terms of between one to five years. All leases include a clause to enable upward revision of the rental charge every three years according to prevailing market conditions.

Future minimum rentals payable under non-cancellable operating leases as at 30 September are as follows: 2014 2013 $’000 $’000 Within one year 2,116 2,116 After one year but not more than five years 6,348 8,464 8,468 10,580c) Capital commitments The Group has entered into developmental agreements as at 30 September 2014, for the future construction of

one new store.

26. Contingencies 2014 2013 $’000 $’000(i) Customs bonds 12,983 24,372(ii) Bank guarantees 1,500 1,500(iii) LitigationOn 14 September 2012, Agostini’s Limited commenced arbitration proceedings against the Trinidad and Tobago Housing Development Corporation (HDC) to recover outstanding sums due inclusive of variation cost amounting to approximately $26.7million. In response to this action, on 5 August 2014, the HDC issued a counterclaim against Agostini’s Limited. Based on legal advice received, the Directors are of the view that this counterclaim is without basis, and no provision was made in these financial statements for such counterclaim.



27. dividendsThe dividends paid in 2014 and 2013 were $28,176,040 ($0.48 per share) and $26,994,513 ($0.46 per share ) respectively.

28. segment informationreporting format – Business segments

pharmaceutical Food, & personal Construction related Care distribution & other trading total restated restated restated 2014 2013 2014 2013 2014 2013 $’000 $’000 $’000 $’000 $’000 $’000

revenueExternal sales 853,134 815,877 506,249 496,826 1,359,383 1,312,703Inter segment sales 45,490 41,215 5,766 9,093 51,256 50,308Total revenue 898,624 857,092 512,015 505,919 1,410,639 1,363,011resultOperating profit 92,498 78,477 31,198 25,290 123,696 103,767Gain on revaluation – – 32 780 32 780Finance costs - net (8,137) (4,322) (8,446) (13,069) (10,583) (17,391)Profit before taxation 84,361 74,155 22,784 13,001 107,145 87,156Taxation (19,092) (19,349) (7,507) (5,227) (26,599) (24,576)Group Profit 65,269 54,806 15,277 7,774 80,546 62,580Non-controlling interests (614) (634)net profit attributable to shareholders 79,932 61,946Consolidated total assetsSegment assets 465,535 424,655 489,838 465,062 955,373 889,717Consolidated total liabilitiesSegment liabilities 216,155 203,953 183,913 190,182 400,068 394,135other informationCapital expenditure 12,225 68,430 10,480 15,049 22,705 83,479Depreciation and amortization 13,240 10,343 6,364 5,902 19,604 16,245



29. Business combinationsOn 1 August 2013, Smith Robertson & Company Limited acquired 100% of the share capital of Storageplex Limited, a Company incorporated in the Republic of Trinidad and Tobago. This Company owns the property currently tenanted by Smith Robertson & Company Limited, SuperPharm Limited and VEMCO Limited. The business contributed net profit before tax $0.63 million and revenue of $1.46 million to the Group from the period 1 August 2013 to 30 September 2013. If the acquisition had occurred on 1 October 2012, Group profit before tax and allocations would have been $86.9 million. 2013 $’000Cash flow on acquisitionCash and cash equivalents in subsidiary acquired 36Cash paid (34,468)Net cash flow on acquisition (34,432)

The fair value of the identifiable assets and liabilities of Storageplex Limited as at the date of acquisition were.

2013 notes $’000Cash and cash equivalents 36Property, plant and equipment 6 60,488Investment property 7 36,718Deferred tax liability (855)Accounts receivable 848Accrued and other payables (456)Borrowings (61,331) 35,448Gain on acquisition (980)Purchase consideration 34,468

30. subsequent eventsOn 2 October 2014, Agostini’s Limited refinanced its debt portfolio, with Scotiabank Trinidad and Tobago Limited. This new financing of $275,000,000 comprises of $170,000,000 seven year fixed rate facility bearing interest at 4.2% and $105,000,000 in working capital. The purpose of the refinancing was to replace the existing facilities in the Group, finance working capital requirements and for general corporate purposes.


Director/Senior Officer Shareholding Connected Party 30/9/2014

J. M. Aboud 0 1,189,994 A. J. Agostini 588,114 158,571 G. M. Agostini 1,371,000R. W. Ahamad 0 9,460,187 C. G. Bernard 95,847 W. A. Bernard 19,000 B. A. Davis 396 J. P. Esau 10,000 R. A. Farah 10,000 S. A. Gunness-Balkissoon 10,000L. M. Mackenzie 36,800 15,324A. Maharaj 0 I. Maharaj Badrie 33,900 S. J. Montano 16,000 C. E. Mouttet 0 29,526,008A. B. Pashley 23,200 R. Rajkumarsingh 28,230N. R. Ramjohn 10,000R. A. Rodriguez 162,600 M. Stagg 10,000E. G. Warner Hudson 0

There has been no change in these interests occurring between the end of the Company’s year end and the date of publication, December 8, 2014.

Shareholder Shareholding Connected Party 30/9/2014

Victor E. Mouttet Limited 29,526,008 C. E. MouttetUniversal/Proteus Limited 9,460,187 R. W. AhamadHome Mortgage Bank Limited 5,951,940Home Construction Limited 3,490,030Geoffrey Agostini 1,371,000Pelican Investments Limited 1,189,994 J. M. AboudAnthony & Valerie Agostini 746,685First Citizens Trust & Asset Management 807,018T&T Unit Trust Corporation 802,309Demerara Life 600,000Mega Insurance 600,000

directors’ & senior officers’ interest

11 Largest sharehoLders

Pedigree - Dogs rule!


superpharm is about ‘heLping peopLe Live WeLL’. Our organisation focuses on the development of People so that we can deliver not only a wide variety of products to our customers but go beyond by providing advice to our customers on health and wellness through our professional pharmacists and technicians.

Our first store was opened in Westmoorings in 2005 and today we have eight stores strategically located in Westmoorings, Valsayn, Chaguanas, Maraval, Gulf View, Trincity, Marabella and our recently opened Diego Martin. Our ninth store is currently under construction in Mausica and scheduled to be opened in our 2015/2016 financial year.

SuperPharm’s innovative stores provide our customers with drive thru window pharmacy services, pharmacy products and counselling, cosmetics, personal care, photo, baby products, general merchandise and a wide variety of convenience food and drinks. We offer convenience for

customers’ busy lifestyles with our extended opening hours including Sundays and Public Holidays.

The future of SuperPharm is exciting and we want to continue to be an innovative

provider in pharmacy, health and wellness solutions.

our group’s products

SuperPharm - now in Diego Martin!


AbbVieAbbott LaboratoriesAfrican Sea CoconutAmdipharmAspen Pharma (formerly Wyeth Nutrition)AstraZenecaBeiersdorfBausch & LombBayer HealthCareBellsCarlisleCSL BehringEli LillyE.T. Browne

GlaxoSmithKlineHalewood Chemicals Humphrey’sInternational Cosmetics LtdJohnson & JohnsonLeo PharmaMartindaleMedimpexMerck Sharpe & DohmeMore Pharma NovartisOrion Sales Ltd.P. A. Benjamin LtdPfizer (Pharma & Consumer)Prestige Brands

RevlonRocheSanofi AventisSara LeeSmith & NephewStein CorporationTerumoUnileverValeant PharmaceuticalsViforW. F. Young

trinidad’s Leading pharmaceuticaL and personaL care distribution company for the past 120 years. distributors of products suppLied by:

Revlon - Cosmetics for Eyes, Lips, and Face

Unilever Personal Care


BeveragesClayton’s Kola TonicHenkel Sparkling WinesHeinz Baby JuicesHeinz Tomato JuiceLucozade Energy DrinksMOO! UHT; Evaporated; Lactose Free and Condensed MilksMoo! Flavoured Milk ShakesRibena Health DrinksSpecial K Protein Shakes

one of trinidad’s Leading distribution companies for the past 94 years. products incLude:

FoodstuffAnchor Butter Anchor CheesesBake n’ Fry ShorteningBakers Choice Puff PastriesBella Boca ChocolatesBella Napoli PastaCampfire MarshmallowsChesdale Cheese SlicesCheez It CrackersCremora Non Dairy CreamerCrisco OilsDillon’s Candies

Eggo WafflesFamos Amos CookiesFive Roses FlourFolgers CoffeeGolden Brand MargarineGuylian ChocolatesJif Peanut ButterJolly Rancher ConfectioneryHershey’s ChocolatesHeinz Baby Foods; Condiments; Pickles; Tomato Ketchup & VinegarHungry Jack Pancake Mix & SyrupsH.P. SauceKeebler Cookies

Anchor - an iconic New Zealand Brand

Mainland - Good Things Take Time


Kellogg’s Cereals & Granola BarsLindt ChocolatesMainland CheeseMentos ConfectioneryMurray Sugar Free CookiesNew Zealand Cheddar CheesePedigree Dog FoodPop TartsRichport Tuna; Sardines & MackerelRichport Vegetable OilRondeletti WafersSpecial K Cereals; Bars; Shakes;Snacks & FlatbreadsSmuckers Jams; Jellies & ToppingsWhiskas Cat FoodYellow Bird Margarine

Household ItemsArmor All Car Care ProductsClorox BleachClorox CleanersConnoisseurs Jewellery CleanerDouble Duty CandlesDouble Duty Garbage BagsFormula 409Fresh Step Scoop Cat LitterGlad Cling WrapGlad Food Storage Bags & ContainersGrab ‘N’ Go Garbage BagsJ-Bloc Toilet Deodorizers

Kingsford CharcoalKlene BleachLiquid PlumrMaster Wrap Foil Ozon Laundry DetergentsOzon Disinfectants; Cream Cleaners & Toilet Bowl CleanersOzon Hand Diswashing LiquidPine-Sol DisinfectantSoft ‘n’ Pretty Paper ProductsS.O.S SpongesSTP Car Care ProductsSun Laundry DetergentSun Dish Dishwashing LiquidTilex Bathroom CleanersTis-U Toilet Paper Tom Smith Christmas CrackersUltra Soft Fabric SoftenersViking Garbage BagsWhite Cloud Paper Products

Housewares & Kitchen AccessoriesAnchor Hocking Glass, Serve & Storage WareArrow PlasticsAs Seen On TV ProductsBobble Water Filter ProductsCalp CrystalChef Design Pressure Cookers

Culinaire Small Appliances & Kitchen GadgetsFire King Bake WareGladware Ovenware Containers Handi Foil Ovenware ContainersJiffy Ovenware ContainersJudge Cookware & GadgetsNinja Kitchen ProductsO’Cedar Cleaning ProductsOneida FlatwarePrestige Pressure CookersProgressive Kitchen GadgetsShark Steam Products & VacuumsSonoma DinnerwareStellar Flatware & CookwareSterilite Food Containers, Kitchen Accessories & Storage UnitsThermos Flasks & Lunch KitsThermos Soft CoolersWilton Bakeware & Cake Icing Accessories

Hygiene & Personal CareBaby Love Baby WipesCheekies Disposable DiapersHomedics Massage; Relaxation & Wellness ProductsLibresse Feminine NapkinsStatestrong Body Sprays & Air Fresheners

Great Days start with Kellogg’s!


distributors for the past 89 years of a Wide range of products and services, incLuding:

RETAIL - Agostini InteriorsSpecialty Retail Lighting, Fans, PaintArmstrong Vinyl FlooringDesigners Fountain Decorative Light FixturesDolan Designs Light FixturesFeit Energy Saving BulbsFlexi-Click Vinyl FlooringHarris TroweltexHunter Ceiling FansH & C Concrete StainsKrylon Spray PaintsLumicentro Light FixturesMinwax Wood StainsProgress LightingPratt and Lambert PaintsRubberset Painting ToolsTerra Laminate FlooringSherwin Williams Pro Classic Paints

BUILDING & FASTENING SYSTEMSAgostini Building & Fastening Systems division specialises in the sale of Hilti Tools and Fastening Systems, Building and Interior Completion Products, Construction Chemicals, Small Arms and Explosives. Their major products are:

HILTIDrills, Combihammers, Demolition ToolsCordless Battery SystemsAbrasive Grinding & Cutting SystemsBits, Chisels, Construction ChemicalsDiamond Coring & Cutting SystemsMechanical & Chemical Anchoring SystemsPowder Actuated Fastening SystemsScrew Fastening SystemsInstallation Strut, Bracket and Pipe Hanger SystemsMetal Decking Fastening SystemsLaser Measuring SystemsFire Stopping SystemsOffshore Installation SystemsSpecialty Offshore Decking Systems

ARMSTRONGAcoustical, Clean Room, Metal and Specialty Ceiling Systems

ATK ALLIANT TECH SYSTEMSCCI Blazer Ammunition, Federal Ammunition Outers Gunslick Gun Care ProductsSpeer Gold Dot and Lawman Ammunition

Hilti - leading-edge technology to the global construction industry

Ceiling systems


AQUAFINCementatious Waterproofing ProductsCrystalline Waterproofing ProductsRepair Mortars

BIG WIPESIndustrial Cleaning Wipes

BLACKHAWKTactical Gear, Apparel, Holsters, Belts, Pouches

CARLISLE COATINGS & WATERPROOFINGConcrete Waterproofing SystemsConcrete Deck Coatings, Waterproofing MembranesBentonite Clay Waterproofing SystemsEcostar Roofing Tiles, Roof Garden Systems

CROSSFIRESafety Eyewear

DE SANTISAccessories, Belts, Holsters

EUCLID CHEMICAL COMPANYConcrete Curing Compounds, Sealers and Admixtures

FOBUSHolsters

FORTA CORPORATIONSynthetic Fibre for Concrete Reinforcement

GLOCKSemi-Automatic Pistols & Accessories

GREENSTREAKPVC, Hydrophilic and Rubber Waterstops, Formliners

H & KSemi-Automatic Pistols and Rifles

HATSANAir Rifles, Shotguns, Pellets

HITEC/MAGNUMUniform and Safety Footwear

ITW RESIN TECHNOLOGYDecorative Epoxy Floor CoatingsChockfast Epoxy GroutsChemical Resistant CoatingsAnti Slip Coatings, Escoweld Epoxy Grouts

LASERMAXLaser Sighting Devices

LATICRETESpecialty Setting Materials for Tile and Stone

LEATHERMANMulti-Tools, Knives, Pruners

MONADNOCKExpandable Batons, Police Equipment

MERCERRubber, Sports and Speciality Flooring

MOSSBERGShotguns

ORICA EXPORTBlast Design & Consultative Services, Explosives

OWAAcoustical Ceiling Systems

Pratt & Lambert paints


PANELFOLDAcoustical Folding Partitions and Doors

POINT BLANKBody Armour, Bullet Proof Vests

RUGERSemi-Automatic Pistols, Rifles, Shotguns, Revolvers

SIKAConcrete Repair Mortars, Structural Epoxies, GroutsJoint Sealants, Concrete Admixtures, Bonding AgentsEpoxy Floor Systems, Chemical AnchorsStructural Strengthening Systems

STRIKE HOLDCleans, Lubricates & Protects

SPYDERCOFixed & Folding Blade KnivesKnife Sharpeners

TATEAccess Flooring and Underfloor Services

THE J. D. RUSSELL COBitumin Impregnated FibreboardJoint Filler Material

UNITED STATES GYPSUM - USGGypsum Board and Drywall Accessories

VICTORINOX-SWISS ARMYPocket Knives, Watches, Pocket ToolsKitchen and Professional Knives

WOOD PRODUCTSMouldings, MDF, Plywood

W. R. MEADOWSForm Release Agents, Joint Sealants, Joint Filler Material

Concrete Curing Compounds, Chemical DensifiersConcrete Sealers, Chemical Anchors

ZIPPOLighters and Pens

Imaging and Medical Supplies DivisionMEDICALAgfa - Medical Xray Film & Chemicals and ProcessorsAgfa – Drystar Printers, Computed Radiography & Direct Radiography X-Ray SolutionsContinental Metal-Healthcare EquipmentEMS Physio - Physiotherapy EquipmentGivas – Hospital Equipment and FurnitureGraham Medical – Medical ConsumablesHacker Instruments - Lab EquipmentHuntleigh Healthcare-Medical Equipment J.D. Honigberg - Hospital EquipmentMedicon – Surgical Instruments, Equipment & AccessoriesSpencer- EMS Equipment

NON DESTRUCTIVE TESTINGAgfa/GE -Industrial Xray Film, Chemicals and ProcessorsKrautkramer-Ultrasonic InstrumentsMagnaflux Chemicals

PRINTINGAgfa Graphics Arts Film & ChemicalsAgfa Ozasol-Printing PlatesArets-InksBaseline-Pre Press SuppliesCoroplastFuji-CTP Plates Komatex-PVC SheetsKomalu-Composite Aluminium SheetsMacDermid-Flexographic Printing PlatesPrinting Paper - Art, Bond, Bristol, Board and NCRStar-Flex-Banner MaterialTrelleborg-Printing Blankets

Contracting Services DivisionInterior fit-out and speciality constructionCeiling Systems, Floor FinishesFire and Sound Rated AssembliesPartitioning Systems

Ceiling fans


rosco petroavance Limited is an oiLfieLd and hydrauLic equipment and suppLies company, Which has served those industries for 62 years. their major products incLude:

BAIRDPump & Rod Accessories, Relief Valves and Regulators, Safety Tools

BALONBall, Check and Needle Valves

CHAR-LYNNHydraulic Motors

CHALWYN/AMOTDiesel Engine Safety Shutdown Systems, Spark Arrestors

DBI/SALAConfined Space Equipment, Fall Protection ExpertsFall Protection Systems, Harnesses, Lanyards

DSIGate, Globe and Swing Check Valves

EATONHydraulic Pumps, Motors and Components

ECHOMETERFluid Level Testing, Well Testing Equipment

EFFERHydraulic Articulated Cranes

FRIEDRICH LEUTERTPumping Well Dynamometers

HARBISON FISCHERSub Surface Sucker Rods, Pumps and Accessories

HERCULES HYDRAULICSHydraulic Seals and “O” Rings

HYDRADYNE HYDRAULICSCommercial Intech Hydraulic Components and Spares

MARTIN INCSheaves, Sprockets, Drive Couplings

MARSHPressure Gauges

Effer cranesBalon valves

Eaton pumps


MECHANIXGloves

MUELLER CO.Gate Valves, Fire Hydrants and Pipe Repair Clamps

NATIONAL OILWELL VARCOHercules: Pumping Well AccessoriesMoyno: Progressive Cavity Pumps, PCP Drive Heads

OIL STATESOffshore Cranes, Parts & ServiceMarine Pipeline ServicesOffshore Construction Equipment, Oilfield Elastomers

OTECOGate/Pressure Relief Valves, Pressure GaugesRig Hardware

OMFBEuropean ISO and UNI StandardsHydraulic Pumps, Motors and MobileHydraulic Accessories, Truck Power Take Offs

PACCAR WINCH DIVISIONBraden, Carco and Gearmatic Hydraulic Winches and Hoists

PBV-USABall Valves (Floating,Trunnion), Check Valves

PERMCOHydraulic Pumps and Motors

QUADRANTBall Valves

RAM GEARPumping Unit Spares for all leading brands

R & M ENERGY SYSTEMSHercules: Pumping AccessoriesMoyno: Progressive Cavity Pumps

SMITH FLOW CONTROLValve Interlocks, Mechanical Safety and Control

SPX POWER TEAMHigh Pressure Hydraulic Tools and Special Service Equipment for the Construction Oilfield, Automotive and Manufacturing Industries

STRENGas Separator Products, Sand Control

VARIOUS MANUFACTURERSPumping Well ComponentsRod String Components, Rod Coupling, Sucker Rods

VICKERSHydraulic Pumps, Motors and Flow Control Components

OMFB accessories

PBV valves

DSI valves

Chalwyn systems


DBI/SALA harnesses

Oil States cranes

Mechanix gloves


company of the year

Agostini’s Limited congratulates the management and staff of Smith Robertson & Company Limited on capturing the “2014 Company of the Year” title bestowed by the Group. Photo l-r: Christian Mouttet, Chairman of Smith Robertson, Marketing Directors Michelle Stagg and Indera Maharaj, Roger Farah, Smith Robertson CEO, holding the trophy and Nicole Ramjohn, Finance Director of Smith Robertson.

79proxy form

Republic of Trinidad & TobagoThe Companies Act, 1995(Section 143 (1) )

NAME OF COMPANY: Agostini’s Limited Company No: A-5907 (A)

PARTICULARS OF MEETING:Seventy-first Annual Meeting of the Shareholders of the Company to be held at the Marriott Hotel, Invaders Bay, Port of Spain on Monday, January 26, 2015 at 9:30 a.m.

of Name (capital letters) Address (capital letters) I/We, being a shareholder (s) of Agostini’s Limited, hereby appoint Mr. Joseph Esau or failing him, Mr. Anthony Agostini, Directors of the Company or

of Name (capital letters) Address (capital letters)

as my/our proxy to vote for me/us on my/our behalf on the Resolutions to be proposed at the meeting and at any adjournment thereof in the same manner, to the same extent and with the same powers as if the undersigned were present or such adjournment or adjournments thereof. Signed this day of 2015 Signature of Shareholder(s) Please indicate with a tick in the appropriated box below how you wish your proxy to vote on the Resolutions referred to. If no such indication is given, the proxy will exercise his/her discretion as to how he/she votes or whether he/she abstains from voting.

RESOLUTIONS FOR AGAINST

1. To receive the Financial Statements for the year ended September 30, 2014 and reports of the Directors and Auditors thereon

2. To re-elect the following Director:

i. Ms. Amalia Maharaj

3. To appoint the company’s Auditors, and to authorise the Directors to fix their remuneration.

NOTES:

1) If it is desired to appoint a proxy other than the named Directors, the necessary deletions must be made and initialed and the name inserted in the space provided.

2) In the case of joint holders, the signature of any holder is sufficient but the names of all joint holders should be stated.

3) If the appointer is a Corporation, this form must be under its Common Seal or under the name of an officer of the Corporation duly authorised in this behalf.

4) To be valid, the proxy form must be completed signed and deposited with the Secretary, Agostini’s Limited, #18 Victoria Avenue, Port-of-Spain at least 48 hours before the time appointed for holding the meeting or adjourned meeting.


management proxy circuLar

Republic of Trinidad & Tobago

The Companies Act, 1995

(Section 144)

1. NAME OF COMPANY:

Agostini’s Limited Company No. A-5907 (A)

2. PARTICULARS OF MEETING:

Seventy-first Annual Meeting of the Shareholders of the Company to be held at the Marriott Hotel, Invaders Bay, Port of Spain on Monday, January 26, 2015 at 9:30 a.m.

3. SOLICITATION:

It is intended to vote the Proxy hereby solicited by the Management of the Company (unless the Shareholder directs otherwise) in favour of all resolutions specified in the Proxy Form sent to the Shareholders with this Circular and in the absence of a specific direction, in the discretion of the Proxy Holder in respect of any other resolution.

4. ANY DIRECTOR’S STATEMENT SUBMITTED PURSUANT TO SECTION 76 (2):

No statement has been received from any Director pursuant to Section 76 (2) of the Companies Act, 1995.

5. ANY AUDITOR’S STATEMENT SUBMITTED PURSUANT TO SECTION 171 (I):

No statement has been received from the Auditors of the Company pursuant to Section 171 (I) of the Companies Act, 1995.

6. ANY SHAREHOLDER’S PROPOSAL SUBMITTED PURSUANT TO SECTIONS 116 (a) AND 117 (2):

No proposal has been received from any Shareholder pursuant to Sections 116 (a) and 117 (2) of the Companies Act 1995.

DATE NAME AND TITLE SIGNATURE

Rajesh Rajkumarsingh December 8, 2014 Secretary Agostini’s Limited

Secretary and regiStered Office:R. Rajkumarsingh

18 Victoria Avenue

Port of Spain

regiStrarS:RBC Trust (Trinidad and Tobago) Limited

8th Floor, 55 Independence Square

Port of Spain

attOrneyS-at-Law:Pollonais, Blanc, De la Bastide & Jacelon

17 Pembroke Street

Port of Spain

auditOrS: Ernst & Young

5&7 Sweet Briar Road

St. Clair

cOrpOrate infOrmatiOn

BankerS: Scotiabank Trinidad & Tobago Limited

ScotiaCentre

Corner Park & Richmond Streets

Port of Spain

Republic Bank Limited

59 Independence Square

Port of Spain

First Citizens Bank Limited

9 Queen’s Park East

Port of Spain

Design and Layout: Paria Publishing Co. Ltd.Photographs of Directors & Products: Alice Besson

Location photographs: Abigail HadeedPhotograph p. 68 courtesy SuperPharm

Printing: Caribbean Print Technologies Ltd.

This Annual Report is printed on matte art paper, available from Agostini Marketing.

Registered Office: 18 Victoria Avenue,

P.O. Box 191, Port of Spain, Trinidad, West Indies

Phone: (868) 623-4871Fax: (868) 623-1966

www.agostinislimited.com