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Page 1: Table of ConTenTs - Agostini's Limited 2008.pdf · InvestIng for growth 1 Invest I ng for growth 1 Table of ConTenTs Mission Statement Inside Cover History of Agostini’s 2 - 3 Subsidiaries
Page 2: Table of ConTenTs - Agostini's Limited 2008.pdf · InvestIng for growth 1 Invest I ng for growth 1 Table of ConTenTs Mission Statement Inside Cover History of Agostini’s 2 - 3 Subsidiaries
Page 3: Table of ConTenTs - Agostini's Limited 2008.pdf · InvestIng for growth 1 Invest I ng for growth 1 Table of ConTenTs Mission Statement Inside Cover History of Agostini’s 2 - 3 Subsidiaries

I n v e s t I n g f o r g r o w t h 1I n v e s t I n g f o r g r o w t h 1

Table of ConTenTs

Mission Statement Inside CoverHistory of Agostini’s 2 - 3Subsidiaries Percentage Ownership 4 History of Hand Arnold 5Board of Directors 6 - 7Board Committee Mandates 8Investing for Growth 9Notice of Meeting 10 Financial Highlights & Information by Segment 11 10 Year Financial Review 12 The Chairman’s Report 13 - 14 Managing Director’s Report 15 - 17Report of the Directors 18Auditors’ Report 19Consolidated Balance Sheet 20Consolidated Income Statement 21Consolidated Statement of Changes in Equity 22Consolidated Cash Flow Statement 23Notes to the Consolidated Financial Statements 24- 50Directors Interest & Substantial Shareholders 51Subsidiary Boards 52Other Key Group Personnel 53Our Group’s Products 54 - 59Company/Division of the Year 60Long Service Award Recipients 61 - 62Proxy Form/Management Proxy Circular 63 - 64Corporate Information Inside Back Cover

All figures in this report are quoted in TT$. The exchange rate was US$1.00=TT$6.2875 as at September 30, 2008.

Page 4: Table of ConTenTs - Agostini's Limited 2008.pdf · InvestIng for growth 1 Invest I ng for growth 1 Table of ConTenTs Mission Statement Inside Cover History of Agostini’s 2 - 3 Subsidiaries

2 A n n u A l r e p o r t 2 0 0 8A n n u A l r e p o r t 2 0 0 82

In 1794 Don Simon Agostini left the shores of Corsica to head for the new world. Why he chose Trinidad is not clear but nevertheless some 131 years later in 1925, his great grandson Johnnie Agostini, began a commission indent business, which has evolved today into Agostini’s Limited.

HIsToRY of aGosTInI’s

The early lines that Johnnie Agostini handled were men’s socks, flour, Soya beans and pickled meats. In 1933 he was joined by his brother Albert Victor Agostini and a partnership was registered as Agostini Brothers.Eight years later, their youngest brother, Frank “Sonny” Agostini joined the firm

and in 1943 Agostini Brothers became a limited liability company. Nearly forty years after, the company became a publicly listed company quoted on the Trinidad and Tobago Stock Exchange. At that time the “Brothers” was dropped from the name and the company became know as “Agostini’s Limited”.

During the last eighty-three years, the company has been involved in many aspects of business here in Trinidad. In 1933 an Insurance Division was formed and later in 1938 when George Farah joined the company, the division was expanded to handle all classes of Insurance. Later this division would be divested. In the late 1930’s the company diversified from an indent type of business into the distribution area, which is still one of its principal activities. The early products included “Carlings” beer, “Arrow” shirts and “Standard” brand condensed milk.In the 1950’s, the Company continued adding to the list of products it distributed, with the addition of pharmaceutical lines from Hoffman La Roche, Wyeth Ayerst and Ciba Geigy. Later, Eli Lilly, A. H. Robins, Sanofi Aventis, Leo Pharma and Bayer Schering would be added.Numerous products from Procter and Gamble including Tide Detergent, Clorox Bleach and Crest Toothpaste, were also early products carried by Agostini’s. In 1951 Du Pont refrigerants and propellants joined the list while our hardware section grew with the addition of plywood and a range of carpets, floorings, partitions and Armstrong floorings and ceilings. Later Corning Ware and Sunbeam/Oster products joined the list of products sold by Agostini’s.

Page 5: Table of ConTenTs - Agostini's Limited 2008.pdf · InvestIng for growth 1 Invest I ng for growth 1 Table of ConTenTs Mission Statement Inside Cover History of Agostini’s 2 - 3 Subsidiaries

I n v e s t I n g f o r g r o w t h 3I n v e s t I n g f o r g r o w t h 3

(Continued) HIsToRY of aGosTInI’s

In 1970 Agostini’s began to expand and formed Agos Manufacturing Limited to produce fluorescent lighting fixtures. Today the company manufactures many different fixtures and exports them to customers throughout Caricom, the U.S.A and Canada under the Agos Lighting label.In 1984 the Company acquired Hilti W. L. Yearwood Limited, a company that exclusively marketed the industrial range of Hilti products. This company’s name has since been changed to Agostini’s Fastening Systems and now also markets Explosives, Sig and Ruger small arms, a range of ammunition and construction chemicals.In 1986 the group invested in a diaper manufacturing operation. This company was divested in 2004.In 1993 the Group acquired Gordon Grant Trading Limited, a distribution company specializing in the sale of Pharmaceuticals, Pharmaceutical Chemicals and Veterinary products. This company has been renamed “Agostini Pharmaceutical Limited” and all the pharmaceutical lines previously handled by Agostini Marketing have been transferred to this company. It is now one of the largest Pharmaceutical Distribution companies in Trinidad and Tobago.In 1995 Agostini’s acquired a majority shareholding in Rosco Sales Limited, a

company involved in the oilfield supplies business. In December 2000 this company acquired Petroavance Trinidad Limited, also a company involved in the oilfield supply business. Petroavance was amalgamated into Rosco Sales Limited in 2001 and is now called Rosco Petroavance Limited.Over the past few years the company has expanded its distribution businesses with the addition of several major new lines and has more recently expanded into the retail arena with three decorative lighting stores that dual as retail Sherwin Williams Paint stores. The group also expanded into factory built pre-engineered homes and has already completed over 300 homes around the country.In 2007 the Group acquired an 85% interest in Mobern Lighting, a manufacturer and

distributor of lighting products located in Maryland, USA. In August 2008 the group acquired Hand Arnold (Holdings) Limited which is an 88 year old successful distribution company, that has a product range that is very complimentary to the group’s current lines.

The Agostini’s Group celebrated its eighty third anniversary in 2008.

Page 6: Table of ConTenTs - Agostini's Limited 2008.pdf · InvestIng for growth 1 Invest I ng for growth 1 Table of ConTenTs Mission Statement Inside Cover History of Agostini’s 2 - 3 Subsidiaries

4 A n n u A l r e p o r t 2 0 0 8A n n u A l r e p o r t 2 0 0 84

Agos Manufacturing Limited 100% 100%

92%

100%

Hand Arnold (Trinidad) Limited 100%

Agos Lighting (100%)

85%

100%

Agostini’s Fastening Systems (100%)

100%

subsIdIaRIes PeRCenTaGe owneRsHIP

Page 7: Table of ConTenTs - Agostini's Limited 2008.pdf · InvestIng for growth 1 Invest I ng for growth 1 Table of ConTenTs Mission Statement Inside Cover History of Agostini’s 2 - 3 Subsidiaries

I n v e s t I n g f o r g r o w t h 5I n v e s t I n g f o r g r o w t h 5

HIsToRY of Hand aRnold

The history of Hand Arnold reads like an epic drama.The company was founded in 1920 by two pioneering Canadians, John Hand and his friend Arnold, who were operating out of Bermuda, and at that time had opened branches of their company in Trinidad and Jamaica.They started as Commission Agents with Canadian Products which included Heinz, Red Rose Salmon and Harvest Queen Flour from ‘The Lake of the Woods Milling Co.’ in Quebec.Harvest Queen flour was used to make most of the “Hops” bread in Trinidad in those days. The same Company launched Five Roses Flour in 1950.KLIM milk was another of the original products handled in 1920. Powdered milk and Klim, were invented by the Canada Milk Company with whom Hand Arnold traded, In 1928 Bordens bought the Klim Brand which was later sold to Nestles. Early products carried by the company also included Portland Cement, Kings Beer from Canada, Salt fish, Salt beef, Pig tail, Onions, Potatoes, Cheese, Butter, New Zealand meat and Cigarettes from British American Tobacco Company. Selling Life Insurance for Sun Life of Canada was also a line of business at that time.Having survived the great depression era and then the second world war, where the availability of imported goods were difficult to secure, came the post war years of building the business.

By 1945 Hand and Arnold had died, and their widows sold the branches to their respective managers. Arthur Hale, the Manager in Trinidad, bought the Trinidad Branch and the new Company was locally registered as Hand Arnold (Trinidad) Limited. Osmond Hale joined his Father in the Company in 1946 and his brother Peter came on board in 1960. Later Osmond’s son John Hale, the current Managing Director and Steven Hale, currently a Director and Peter’s son, along with John’s son Allan, also a Director, joined the company.By 1962 products sold in Pharmacies such as Plough Coppertone and the Jergens range were added.In 1967 Hand Arnold was relocated to Wrightson Road from its original premises next to the Union Club on Marine Square. 1970 was a traumatic year. Besides the difficulties caused by the ‘Black Power‘ uprising, it was the year that Hand Arnold was computerized. They were IBM’s 3rd customer in Trinidad.The company ventured into cosmetic manufacturing in the early 1970’s after the negative list was introduced when they manufactured Jergens and Brylcreem under license. Later this plant was divested.In the 1980’s a larger 70,000 sq ft warehouse facility was built at their current location in El Socorro.In 1990 the company faced its darkest period when during the attempted coup its warehouse was looted and plundered to the tune of $12m. The shock that

no insurance policy, held by any of the businesses so devastated, would be settling claims, as the fine print referred to lack of coverage in times of insurrection, came as a severe blow to Hand Arnold. As a matter of fact, had it not been for the tremendous support given by the company’s many suppliers who extended terms of up to a year to allow the company time to rebuild, it may not have survived to today.In 1992 the company moved into their newly constructed office building in their warehouse compound and in 1994 acquired Alfred Telfer and Company, a Pharmaceutical distribution company marketing Pfizer and other products.The company started selling Housewares in 1994, added 3M sponges in 1995, opened the Wines & Spirits department in 1997, added Kelloggs cereals in 1998, started with the high volume bulk New Zealand cheese category in 2002 and added the Anchor brand of cheese and butter in 2007. They were also the largest local toy distributor and re-exporter for the period 1997 to 2005.In the years that followed the 1990 nightmare, Hand Arnold has been built into one of Trinidad’s premier distribution companies, with 2008 being a record year for sales and profits. The prospects for the company and for the Agostini’s group as we go forward are for continued growth and success for many years to come.

Two months prior to the close of our 2008 financial year, Agostini’s Limited acquired Hand Arnold (Holdings) Limited, a long standing and successful distribution company.

Page 8: Table of ConTenTs - Agostini's Limited 2008.pdf · InvestIng for growth 1 Invest I ng for growth 1 Table of ConTenTs Mission Statement Inside Cover History of Agostini’s 2 - 3 Subsidiaries

6 A n n u A l r e p o r t 2 0 0 8A n n u A l r e p o r t 2 0 0 86

boaRd of dIReCToRs

GITa sakalDirector of CLICO Energy Company Ltd, C L Marine Ltd, Caribbean Petrochemical Manufacturing Ltd and Caribbean Money Market Brokers Ltd. Director since : 2005Committee : Human Resources, Compensation and Stock Options

JosePH P. esau (right)Group Chairman of Agostini’s Ltd. Chairman of Prestige Holdings Ltd and its subsidiary Kentucky Foods Group Ltd (Dominican Republic).Director of: One Caribbean Media Limited and its subsidiaries, Caribbean Communications Network Limited, The Nation Corporation, (Barbados), Starcom Ltd. (Barbados), Grenada Broadcasting Network Ltd. (Chairman). Grace Kennedy Ltd. (Jamaica) and its subsidiary, First Global (Trinidad and Tobago) Ltd. Arthur Lok Jack Graduate School of BusinessDirector since: 2004Committees: Human Resources, Compensation and Stock Options, Governance

anTHonY T. PRoudfooTChairman of Total Office 2007 Ltd.Director since: 2007Committee: Audit

JoHn HaleManaging Director of Hand Arnold (Holdings) Ltd and its subsidiaries.Director since: 2008

sHodan d. MaHabIRChairman of GuardianSecurity Advisors Ltd.Director of Bavarian MotorsLtd, Southern Rentals Ltd,Director since: 2004Committee: Audit

anTHonY J. aGosTInI (left)Group Managing Director, CEO/Director of Agostini Marketing. Chairman of Agostini Pharmaceutical Ltd, Rosco Petroavance Ltd, Fastening & Building Systems Ltd (Guyana) and Hand Arnold (Holdings) Ltd. Director of Agostini Industries Ltd, Agos Lighting, Mobern Lighting, Agostini’s Fastening Systems, and Caribbean Finance Co Ltd.Director since: 1990.

Page 9: Table of ConTenTs - Agostini's Limited 2008.pdf · InvestIng for growth 1 Invest I ng for growth 1 Table of ConTenTs Mission Statement Inside Cover History of Agostini’s 2 - 3 Subsidiaries

I n v e s t I n g f o r g r o w t h 7I n v e s t I n g f o r g r o w t h 7

ReYaz w. aHaMad (right)Chairman of WABC (103 FM) Ltd and Caribbean Finance Co Ltd, Director of Southern Sales & Service Co Ltd., Automobile Sales Ltd., Best Auto Ltd, Solus Ltd. Director since 1996.Committees: Chairman, Human Resources, Compensation and Stock Options Committee, Chairman, Governance Committee.

Committees: 1 - Audit; 2 – Human Resources, Compensation and Stock Options; 3 – Governance

(Continued) boaRd of dIReCToRs

P. TeRRenCe RaJnauTHCEO/Director of Agostini Pharmaceutical Ltd,Director of Agostini Marketing.Director since : 1984

GeoffReY M. aGosTInIGroup Deputy Chairman, Chairman of Agos Lighting, Agostini Industries Ltd, Agostini’s Fastening Systems, Agostini Marketing; Director of Agostini Pharmaceutical Ltd, Mobern Lighting and Fastening & Building Systems Ltd (Guyana).Director since 1971.

lIsa M. MaCkenzIeFinance and Administrative Director of Agostini’s Ltd.Director of Agostini Marketing, Agostini’s Fastening Systems,Agostini Pharmaceutical Ltd., and Hand Arnold (Holdings) Ltd.Company Secretary Since: 1997 Director since: 2004

baRRY a. davIs (Left)Financial Controller of Atlantic LNG of Trinidad & Tobago. Director since: 2007Committees: Chairman of Audit Committee, Governance Committee

Page 10: Table of ConTenTs - Agostini's Limited 2008.pdf · InvestIng for growth 1 Invest I ng for growth 1 Table of ConTenTs Mission Statement Inside Cover History of Agostini’s 2 - 3 Subsidiaries

8 A n n u A l r e p o r t 2 0 0 8A n n u A l r e p o r t 2 0 0 88

audIT CoMMITTee

This committee is responsible for monitoring and reporting on the integrity of the Group’s systems, procedures and processes to manage business and finance risk and compliance with legal and regulatory requirements and policies.

The Committee is directly responsible for the nomination, compensation and oversight of the public accounting firm engaged to prepare and issue an audit report on the financial statements of the Company.

The Committee plays a key role in monitoring the component parts of the audit process and ensures that there is independent communication and information flow between the Committee and both the internal and external auditors.

HuMan ResouRCes, CoMPensaTIon and sToCk oPTIons

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, and the annual Stock Option grants to Senior Management.

GoveRnanCe

This committee monitors best practice for governance, reviews the Group’s governance procedures to ensure that it continues to exemplify high standards of corporate governance and makes appropriate recommendations to the Board. Its mandate includes, inter alia:

- Establishing, monitoring and reviewing policies and procedures relative to transactions between the Company, its subsidiaries and affiliates, Executive Officers and Directors;

- Reviewing the performance of Directors;- Reviewing composition and mandates of Board Committees;- Establishing and monitoring a Code of Conduct for the Company, dealing with

all matters of an ethical nature involving Executive and Non-Executive Directors;- Recommending Board appointments;- Reviewing the Company’s succession plans.

boaRd CoMMITTee MandaTes

Page 11: Table of ConTenTs - Agostini's Limited 2008.pdf · InvestIng for growth 1 Invest I ng for growth 1 Table of ConTenTs Mission Statement Inside Cover History of Agostini’s 2 - 3 Subsidiaries

I n v e s t I n g f o r g r o w t h 9I n v e s t I n g f o r g r o w t h 9

DistributionTwo months prior to the end of our 2008 financial year we reached agreement to purchase the Hand Arnold Group. Their main activity has been in the food distribution area for the past 88 years. They are one of Trinidad and Tobago’s finest distribution companies and have represented and continue to represent many first world brands in the food, grocery and wine and spirit product areas. Their major brands are:-

Heinz Baby Food and Condiments, KLIM milk, Pedigree Dog Food, Klene bleach, Jergens Hand and Body Lotions, Aquafresh toothpaste, Ribena, Horlicks, Kelloggs Cereals, Lucozade, Honing and Ronzoni Pasta, Anchor Cheese, Five Roses Flour, Pine-Sol, Zephyrhills, Remy Martin and a range of Wines and Sprits, Pfizer pharmaceuticals and many other well known products.

PharmaceuticalThe Hand Arnold acquisition enhanced the group’s offerings in the Pharmaceutical area with the addition of the Pfizer range and in the generic drugs area.

In addition, the group commissioned the design and construction of a major $65million building to house Agostini Pharmaceutical Ltd., at our Chootoo Commercial Complex in El Socorro. This new facility is in the final stages of pre-construction planning and actual construction should begin before the end of the first quarter 2009. This facility should be ready for occupation by the third quarter 2010.

ConstructionOur group is already well established in the construction arena, offering a wide range of construction materials and building services. From Hilti tools and fastening systems, Gypsum, Plywood, Medium Density Fiber Boards, Armstrong and Owa Ceiling Tiles, Sherwin Williams Paints and a range of home and commercial Lighting Fixtures, to interior building services and low cost and upper market housing and townhouse construction, the group has for the past 40 years been synonymous with many areas of the construction industry in Trinidad and Tobago.To strengthen our involvement in this sector, our subsidiary, Agostini’s Fastening Systems, in April 2008, purchased the construction chemical division of Interchem.The main products added were:-Sika construction chemicals and industrial adhesives, Euclid concrete admixtures, curing and sealing compounds, epoxy adhesives and coatings, grouts, joint fillers and sealants, ITW Polymer engineered foundation, chocking and floor grouting systems and Carlisle sheet, liquid and spray applied waterproofing membranes.

InvesTInG foR GRowTH

In our 2008 financial year, the Group made significant investments, in order to ensure our growth and to position and strengthen ourselves in our major areas of activity, of Distribution and Construction.

Page 12: Table of ConTenTs - Agostini's Limited 2008.pdf · InvestIng for growth 1 Invest I ng for growth 1 Table of ConTenTs Mission Statement Inside Cover History of Agostini’s 2 - 3 Subsidiaries

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noTICe of MeeTInG

1. DOCUMENTS AVAILABLE FOR INSPECTION

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

Notice is hereby given that the Sixty Sixth Annual General Meeting of Agostini’s Limited will be held at the Company’s Head Office, #4 Nelson Street, Port-Of-Spain on Monday January 26, 2009 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, 2008 and the Reports of the Directors and Auditors thereon.

2. To elect the following Directors retiring by rotation and who have indicated their willingness to stand for re-election:

Mr. G. M. Agostini and Ms. G. Sakal

3. To elect the following Directors appointed during the year.

Mr. J. A. Hale

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

5. To approve a final dividend of 27 cents per share as recommended by the Directors.

6. To transact any other ordinary business of the company.

By Order of the Board

L. M. MackenzieSecretaryNovember 27, 2008

Page 13: Table of ConTenTs - Agostini's Limited 2008.pdf · InvestIng for growth 1 Invest I ng for growth 1 Table of ConTenTs Mission Statement Inside Cover History of Agostini’s 2 - 3 Subsidiaries

I n v e s t I n g f o r g r o w t h 1 1I n v e s t I n g f o r g r o w t h 1 1

fInanCIal HIGHlIGHTs & InfoRMaTIon bY seGMenT

fInanCIal HIGHlIGHTs

2008 2007 % Increase $’000’s $’000’s

Gross Sales 614,047 464,103 32Sales to Third Parties 598,767 449,296 33Operating Profit 44,767 40,118 12Profit Before Tax 41,687 37,685 11Profit Attributable to Shareholders 30,649 27,779 10Stock Units In Issue (‘000) 27,029 26,897 - Earnings Per Stock Unit 113.5¢ 103.3¢ 10Total Dividends 11,899 11,833 Total Assets 637,195 375,913 70 Stockholder’s Equity 203,656 182,775 11

InfoRMaTIon bY seGMenT

THIRd PaRTY TuRnoveR oPeRaTInG PRofIT 2008 2007 2008 2007 $’000’s $’000’s $’000’s $’000’sTrading 369,663 263,972 35,787 25,125Manufacturing 90,801 43,561 (5,182) (622)Construction 138,323 141,763 14,668 14,839 598,767 449,296 45,273 39,342

GRouP asseTs eMPloYed eMPloYees aT YeaR end 2008 2007 2008 2007 $’000’s $’000’s Trading 341,744 121,510 459 195Manufacturing 91,389 68,531 243 166Construction 112,389 100,612 141 166Overheads 91,673 85,260 101 104 637,195 375,913 944 631

Page 14: Table of ConTenTs - Agostini's Limited 2008.pdf · InvestIng for growth 1 Invest I ng for growth 1 Table of ConTenTs Mission Statement Inside Cover History of Agostini’s 2 - 3 Subsidiaries

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10 YeaR fInanCIal RevIew

2008 2007 2006 2005 2004 2003 2002 2001 2000 1999

$’000’s $’000’s $’000’s $’000’s $’000’s $’000’s $’000’s $’000’s $’000’s $’000’s

Group Turnover 598,767 449,296 384,740 322,661 261,371 231,626 238,272 245,854 254,086 222,160

Profit Before Taxation 41,687 37,685 29,347 31,867 18,980 17,278 10,329 11,401 23,506 19,754

Profit After Taxation from

Continuing Operations 30,550 27,977 21,992 24,517 13,482 12,740 7,144 7,582 16,833 14,372

Net Profit Attributable to

Agostini’s Ltd Shareholders 30,649 27,779 21,818 24,404 5,003 9,375 7,140 7,542 16,793 14,383

Dividend Amount 11,899 11,833 9,407 8,858 2,416 4,025 3,219 3,219 6,975 6,170

Times covered 2.6 2.4 2.3 2.8 2.1 2.3 2.2 2.3 2.4 2.3

Issued Stock Units (‘000) 27,029 26,897 26,887 26,843 26,843 26,843 26,826 26,826 26,826 26,826

Stockholder’s Equity 203,656 182,775 169,429 151,848 115,949 113,593 108,406 103,010 101,772 87,938

Dividend Per Stock Unit 42¢ 44¢ 35¢ 33¢ 9¢ 15¢ 12¢ 12¢ 26¢ 25¢

Earnings Per Stock Unit 113.5¢ 103.3¢ 81.3¢ 90.9¢ 18.6¢ 34.9¢ 26.6¢ 28.1¢ 62.6¢ 64.3¢

Net Assets 301,395 216,554 197,878 177,418 135,294 142,286 142,057 142,187 136,171 119,928

NOTE1. The 2003 figures have been adjusted to reflect adoption of IFRS 5 Non Current Assets held for

sale and discontinued operations.2. The 2005 figures have been adjusted to reflect adoption of IFRS 2 Share Based Payments.3. The stockholders equity figure for 2007 has been adjusted to reflect the adoption of IAS12p61 (a)

Page 15: Table of ConTenTs - Agostini's Limited 2008.pdf · InvestIng for growth 1 Invest I ng for growth 1 Table of ConTenTs Mission Statement Inside Cover History of Agostini’s 2 - 3 Subsidiaries

I n v e s t I n g f o r g r o w t h 1 3I n v e s t I n g f o r g r o w t h 1 3

RePoRTs THe CHaIRMan’s RePoRTYEAR ENDED SEPTEMBER 30, 2008

Our Group delivered reasonable results in fiscal 2008, in an environment of high cost inflation generally, and labour shortages in the construction sector. The year’s highpoint was our successful acquisition of the Hand Arnold Group in August 2008.

ConsolIdaTed ResulTs and fInanCIal PosITIon

Group Sales and Profit Attributable to Shareholders increased over the previous year, by 33% and 10%, to $599 million and $30.6 million, respectively. Earnings per share also improved by 10% to $1.14.

Total increase in debt was due primarily to the acquisition of Hand Arnold (Holdings) Limited at a cost of approximately $125 million, inclusive of transaction costs.

TRadInG

Our businesses in this sector achieved record revenues and profits; Agostini Pharmaceuticals, Agostini Marketing, Agostini’s Fastening Systems and Rosco Petroavance were all outstanding performers. We were able to secure several new lines to distribute in each of these companies, which will further strengthen these businesses. The acquisition of Hand Arnold will add profitable resources to this sector.

ManufaCTuRInG: aGos lIGHTInG and ITs us subsIdIaRY

Agos Lighting again had disappointing results, in spite of significant efficiency improvements. Our major market for this Trinidad business is in the United States where the recession, along with exceptionally high cost of steel, the principal manufacturing input, had substantial negative effects on sales and margins. Its US Subsidiary, Mobern Lighting, also suffered from the same market conditions.

We are in the course of revising the business models of both businesses, to better fit the current economies in which their markets exist, and will closely review our options during the current financial year.

JosePH P. esau

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THe CHaIRMan’s RePoRT (Continued)YEAR ENDED SEPTEMBER 30, 2008

RePoRTs

ConsTRuCTIon

The 288 single family unit Housing Development Corporation project in Debe was further delayed by the infrastructure contractor, but this project is now substantially complete. Our 6 unit Springbank Avenue, Cascade townhouse development is nearing completion, while our 12 unit Third Avenue, Cascade project will be completed by mid 2009. We have six townhouses for sale in these two developments.

The Agostini Contracting Division suffered the effects of severe labour shortages throughout the year, but we are beginning to see a meaningful improvement in the supply of skilled craftsmen, as the larger construction projects in the country wind down.

aCknowledGeMenTs

We were saddened at the death of our Director and Chairman of the Audit Committee, Tommy Evans, whose contribution was exemplary in the relatively short time of his service.

We welcome the Management and staff of Hand Arnold to our Group; we see enormous synergies and compatibility with

the Agostini Group, and look forward to reaping the benefits of this acquisition.

I wish to thank our directors, management and employees for their continuing contributions to the Group. We also appreciate the support of our customers, suppliers and other stakeholders.

ouTlook

The Trinidad & Tobago economy is expected to slow down in response to the current Global recession and significant fall in oil and gas prices; the latter will inevitably have a negative effect on Government revenue and its expenditure levels in 2009. All of our business units are responding to these new developments, anticipating the effects on the particular industries, and making the required adjustments to their business plans. On the positive side, we confidently expect cost inflation to reduce, and the labour supply and work ethic to improve.

Based on the above we expect our Group to hold its own in the year ahead.

dIvIdends

Your board recommends a final dividend of 27 cents per share, which, with shareholders’ approval, will bring the total dividend payable for the financial year 2008 to 42 cents , a similar total cash payout as in 2007. The proposed final dividend would be paid on January 29, 2009 to shareholders whose names appear on the register of members on December 3, 2008.

Joseph P. EsauNovember 27, 2008

Page 17: Table of ConTenTs - Agostini's Limited 2008.pdf · InvestIng for growth 1 Invest I ng for growth 1 Table of ConTenTs Mission Statement Inside Cover History of Agostini’s 2 - 3 Subsidiaries

I n v e s t I n g f o r g r o w t h 1 5I n v e s t I n g f o r g r o w t h 1 5

ManaGInG dIReCToR’s RePoRT YEAR ENDED SEPTEMBER 30, 2008

anTHonY J. aGosTInI

Our group has had another successful year ended September 30, 2008. Record sales and profits have once again been achieved. Sales were up 33 % and profit after tax up 10 % on prior year.

TRadInG

The divisions operating in this sector again performed exceptionally well. Agostini Pharmaceutical Ltd. had another record year of sales and profits. They successfully added a new pharmaceutical house and were able to extend their market share in other lines.

The Grocery, Personal Care and Imaging and Medical Supply divisions of Agostini Marketing all had record sales and profits.

We added several new lines including Ovaltine milk drinks, Serge Island Peanut Punch and Egg Nog and Monster Milk, all in Tetrapacks, Lindt Chocolates and Rondoletti cream filled wafers. Several new and innovative products from Homedics and “As Seen on TV products” were also introduced. In the medical area we won significant tenders for Agfa Xray digitization equipment and Xray film which helped this division record excellent results.

Rosco Petroavance also had a record year for sales and profits. They introduced new lines of hydraulic components, rig spares and valves.

RePoRTs

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ManaGInG dIReCToR’s RePoRT (Continued)YEAR ENDED SEPTEMBER 30, 2008

ManufaCTuRInG

The building slowdown in the USA affected our profitable sales to that market which accounts for 70% of Agos Lighting’s sales and all of Mobern Lighting’s. Substantial increases in the price of steel, the main input in the manufacture of our lighting fixtures, also caused our cost of manufacturing to increase sharply. Just after the end of the financial year, the global slowdown became severe and we have had to take very firm and decisive action at both companies to attempt to correct the situation.

ConsTRuCTIon

Agostini Contracting had a good year, although the shortage of skilled labour would have hampered its achieving even better results. We have many contracts in place at the present time, but the second half of 2009 may be more challenging.

At Agostini Industries, our main low cost housing project, where we are constructing 288 single family homes for the HDC in Debe, was largely completed in the financial year. Construction of our two up market townhouse projects in Cascade continued during the year. The skilled labour shortage that existed for most of the year

slowed progress at these two sites. With the general slow down in home sales and more recently the financial crisis overseas, confidence is low and as a result we will not be commencing any further up market townhouse projects for the foreseeable future.

The Building Materials division of Agostini Marketing was another star performer. They were able to leverage on the building boom in the country, in addition to being a significant supplier to the Waterfront project. Our three retail stores where we sell Sherwin Williams paints and decorative lighting fixtures, also had good growth. In January 2009, our fourth retail location at the Corner of Pasea Main Road and the Churchill Roosevelt Highway will be opened and will provide shoppers from the east, a convenient location to buy their Sherwin Williams paints and decorative lighting.

Agostini Fastening Systems had a record year for sales and profits. In April 2008, the company further diversified its offerings

RePoRTs

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with the purchasing of the Construction Chemical division of Interchem. The excellent range of world renowned brands acquired, are already adding to the success of this company.

Our subsidiary in Guyana had an improved year and made a small contribution to the group’s profits.

InvesTMenT PRoPeRTY – CHooToo CoMMeRCIal CoMPlex, san Juan

At September 30, 2008, Linden Scott & Associates, did the annual valuation of all the group’s properties. The $1.5 million increase in value [$1.0 million in 2007] of our investment property in San Juan has

been posted to our Income Statement in accordance with IAS # 40.

ouTlook

As we look towards the future, we are well aware of the turbulent times and difficulties that the slow down in the wider world will cause to companies in Trinidad and Tobago, which will no doubt face varying challenges in the coming year. We have already begun to discuss and implement strategies that will buffer us as far as is possible from this downturn.

Anthony J. Agostini Managing Director.

November 27, 2008

ManaGInG dIReCToR’s RePoRT YEAR ENDED SEPTEMBER 30, 2008

RePoRTs

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RePoRTsRePoRT of THe dIReCToRs

YouR dIReCToRs Have PleasuRe In PResenTInG THeIR RePoRT foR THe YeaR ended sePTeMbeR 30, 2008.

FINANCIAL RESULTS $,000 Income for the year before taxation 41,687 Less Taxation (11,137) Profit after taxation 30,550 Less: Attributable to Minority Interest (99) Net Income for the year after taxation 30,649 Dividends - 1st Interim (4,054) Proposed Final (7,845) Profit Retained for the year 18,750 Other Movements on Reserves (11) Retained Earnings brought forward 108,718 Retained Earnings carried forward 127,457

DIVIDEND Your Directors will recommend to the Annual Meeting, the payment of a final dividend

of 27 cents, which, when added to the interim dividend of 15 cents will make a total dividend for the year of 42 cents.

DIRECTORS The Directors retiring by rotation under the Bye Laws, Mr.G. M. Agostini and Ms. G.

Sakal being eligible, offer themselves for re-election.

The following Director appointed during the year, Mr. J. A Hale being eligible offers himself for election.

AUDITORS The directors have tendered the audit services for the new financial year. The successful

firm will offer themselves for appointment.By Order of the Board

L. M. MackenzieSecretary

November 27, 2008

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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 (the Company) and its subsidiaries (together, the Group) which comprise the consolidated balance sheet as of September 30, 2008 and the consolidated income statement, consolidated statement of changes in equity and consolidated cash flow statement for the year then ended and a summary of significant accounting policies and other explanatory notes.

Management’s responsibility for the financial statementsManagement is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.

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 financial statements. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the 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 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 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 accompanying consolidated financial statements present fairly, in all material respects the financial position of the Group as of September 30, 2008, and its financial performance and cash flows for the year then ended in accordance with International Financial Reporting Standards.

PricewaterhouseCoopersPort of Spain,Trinidad, West IndiesNovember 27, 2008

audIToRs’ RePoRT

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ConsolIdaTed balanCe sHeeT

30 September Notes 2008 2007 $’000 $’000 RestatedASSETSNon-current Assets Property, plant and equipment 5 118,255 85,847 Investment property 6 20,000 18,500 Intangible asset 7 56,687 216 Investment in associate 8 -- 7,547 Retirement benefit asset 9 9,704 -- Deferred tax asset 16 3,164 2,944

207,810 115,054Current Assets Inventories 10 195,608 133,614 Construction contract work in progress 11 22,961 17,065 Trade and other receivables 12 197,668 101,399 Available-for-sale financial assets 13 622 -- Taxation recoverable 1,511 790 Cash at bank and in hand 11,015 7,991

429,385 260,859

Total Assets 637,195 375,913

EQUITYCapital And Reserves Share capital 14 47,986 47,102 Capital reserve 2,652 2,652 Revaluation reserve 17,716 16,503 Retained earnings 135,302 116,518

203,656 182,775 Minority interest 1,769 614

Total Equity 205,425 183,389

LIABILITIESNon-current Liabilities Borrowings 15 77,568 21,653 Deferred tax liability 16 18,402 11,512

95,970 33,165Current Liabilities Trade and other payables 17 141,801 93,211 Taxation payable 5,256 4,116 Borrowings 15 188,743 62,032

335,800 159,359

Total Liabilities 431,770 192,524

Total Equity And Liabilities 637,195 375,913

The notes on pages 24 to 50 form an integral part of these financial statements.On November 27, 2008, the Board of Directors of Agostini’s Limited authorised these financial statements for issue.

_____________________ Director ________________________ Director

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ConsolIdaTed InCoMe sTaTeMenT

Year Ended 30 September Notes 2008 2007 $’000 $’000

Turnover 31 598,767 449,296

Cost Of Sales (466,990) (351,808)

Gross Profit 131,777 97,488

Other Operating Income 9,439 6,432

141,216 103,920Expenses Other operating (47,194) (36,225) Administration (36,969) (15,315) Marketing and distribution (8,396) (6,464) Construction (3,890) (5,798)

(96,449) (63,802)

Operating Profit 44,767 40,118

Gain On Revaluation Of Investment Property 6 1,500 1,000

Finance Costs - Net 19 (4,580) (3,405)

Share Of Loss Of Associate 8 -- (28) Profit Before Taxation 41,687 37,685

Taxation 20 (11,137) (9,708)

Profit For The Year 30,550 27,977

Attributable To: Shareholders 30,649 27,779 Minority interest (99) 198

30,550 27,977

Earnings Per Share for profit attributable to shareholders - Basic 21 $1.14 $1.03

- Diluted 21 $1.13 $1.03

The notes on pages 24 to 50 form an integral part of these financial statements.

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ConsolIdaTed sTaTeMenT of CHanGes In equITY

Share Capital Revaluation Retained Minority Capital Reserve Reserve Earnings Interest Total Notes $’000 $’000 $’000 $’000 $’000 $’000Year Ended September 30, 2008

Balance at October 1, 2007 47,102 2,652 22,420 116,518 614 189,306Effect of adopting IAS 12 p 61 (a) -- -- (5,917) -- -- (5,917)Balance at October 1, 2007 (restated) 47,102 2,652 16,503 116,518 614 183,389Dividend paid - 2007 29¢ per share -- -- -- (7,800) (80) (7,880)Purchase of subsidiary -- -- -- -- 1,334 1,334Revaluation - gross 5 -- -- 1,618 -- -- 1,618 Revaluation - tax -- -- (405) -- -- (405)Net profit -- -- -- 30,649 (99) 30,550Dividend paid – 2008 15¢ per share -- -- -- (4,054) -- (4,054)Exchange difference – Subsidiary Company -- -- -- (11) -- (11)Executive share option:- Value of services provided 23 -- -- -- -- 23- Proceeds from shares issued 14 861 -- -- -- -- 861

Balance at September 30, 2008 47,986 2,652 17,716 135,302 1,769 205,425

Share Capital Revaluation Retained Minority Capital Reserve Reserve Earnings Interest Total Notes $’000 $’000 $’000 $’000 $’000 $’000Year Ended September 30, 2007

Balance at October 1, 2006 47,037 2,652 20,255 99,485 496 169,925Effect of adopting IAS 12 p 61 (a) -- -- (5,376) -- -- (5,376)Balance at October 1, 2006 (restated) 47,037 2,652 14,879 99,485 496 164,549Dividend paid – 2006 25¢ per share -- -- -- (6,722) -- (6,722)Revaluation – gross 5 -- -- 2,165 -- -- 2,165Revaluation – tax -- -- (541) -- -- (541)Net profit -- -- -- 27,779 198 27,977Dividend paid – 2007 15¢ per share -- -- -- (4,033) (80) (4,113)Exchange difference - Associate Company -- -- -- 9 -- 9Executive share option:- Proceeds from shares issued 14 65 -- -- -- -- 65

Balance at September 30, 2007 47,102 2,652 16,503 116,518 614 183,389

The notes on pages 24 to 50 form an integral part of these financial statements.

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Year Ended 30 September Notes 2008 2007 $’000 $’000Operating Activities Profit before taxation 41,687 37,685 Adjustments for: Depreciation 5 7,182 6,331 Exchange adjustment (11) -- Gain on revaluation of investment property 6 (1,500) (1,000) Gain on sale of plant and equipment (357) (337) Share option value of services provided 14 23 -- Loss on revaluation of investments 13 64 -- Share of loss of associate -- 28 Net retirement benefit expense 9 266 --

47,354 42,707 Changes in working capital Decrease/(increase) in inventories 24,490 (30,566) (Increase)/decrease in construction contract work in progress (22,961) 2,979 (Increase)/decrease in trade and other receivables (39,679) 2,586 Increase in trade and other payables 6,858 5,553

Cash Provided By Operating Activities 16,062 23,259 Taxation paid (11,359) (7,020)

Net Cash Provided By Operating Activities 4,703 16,239 Investing Activities Purchase of property, plant and equipment 5 (6,911) (9,183) Proceeds from sale of plant and equipment 570 687 Purchase of subsidiary/associate net of cash acquired (156,839) (7,560)

Net Cash Used In Investing Activities (163,180) (16,056)

Financing Activities Share issue 14 861 65 Net proceeds/(repayments) on loans 146,490 (1,593) Dividends paid (11,854) (10,755) Dividends paid to minority interest (80) (80)

Net Cash Used In Financing Activities 135,417 (12,363)

Cash Decrease During The Year (23,060) (12,180) Cash And Cash Equivalents, Beginning Of Year (53,385) (41,205)

Cash And Cash Equivalents, End Of Year 22 (76,445) (53,385)

The notes on pages 24 to 50 form an integral part of these financial statements.

ConsolIdaTed CasH flow sTaTeMenT

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noTes To THe ConsolIdaTed fInanCIal sTaTeMenTs

1 General Information

The company is a limited liability company, incorporated in the Republic of Trinidad and Tobago and the address of its registered office is 4 Nelson Street, Port of Spain. The group is principally engaged in trading and distribution, interior building contracting, construction and manufacturing.

The shares of the Parent Company are listed on the Trinidad and Tobago Stock Exchange.

These consolidated financial statements have been approved for issue by the Board of Directors, on November 27, 2008.

2 Summary Of Significant Accounting Policies

The 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.

2.1 Basis of preparation

These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards under the historical cost convention as modified by the revaluation of freehold properties, investment property and available for sale financial assets, which are carried at fair value.

The preparation of financial statements in conformity with International Financial Reporting Standards requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Although these estimates are based on management’s best knowledge of current events and actions, actual results ultimately may differ from those estimates. The areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in note 4.

Standards, interpretations and amendments to published standards effective in the financial year.

Certain interpretations and amendments to existing standards have been published that became effective during the current financial year. The Group has assessed the relevance of all such new interpretations and amendments, and has adopted the following new/revised standards and interpretations, which are relevant to its operations. The adoption of these standards and interpretations did not affect the financial performance or position of the Group, however they gave rise to additional disclosures.

IFRS 7 – Financial Instruments: Disclosures

This standard requires disclosures that enable users of the financial statements to evaluate the significance of the Group’s financial instruments and the nature and extent of the risks arising from those financial instruments. The new disclosures are included throughout the financial statements.

IAS 1 – Presentation of Financial Statements

This amendment requires the Group to make new disclosures to enable users of the financial statements to evaluate the Group’s objectives, policies and processes for managing capital. The new disclosures are included throughout the financial statements.

IFRIC 8 – Scope of IFRS 2

This interpretation requires IFRS 2 to be applied to any arrangements in which the Group can not identify specifically some or all of the goods received, in particular where equity instruments are issued for consideration which appears to be less than fair value. This interpretation has no impact on the Group.

IFRIC 10 – Interim Financial Reporting and Impairment

This interpretation requires that the Group must not reverse an impairment loss recognised in a previous interim period in respect of goodwill or an investment in either an equity instrument or a financial asset carried at cost. This interpretation has no impact on the Group.

Standards, Interpretations and amendments to published standards that are not yet effective and not early adopted.

At the date of authorisation of these financials statements, certain new accounting standards, amendments and interpretations to existing standards have been issued which are not yet effective, and which the Group has not early adopted. The Group has assessed the relevance of all such new accounting standards, interpretations and amendments, and has determined that the following may be relevant to its operations and has concluded as follows:

IFRIC 14, IAS 19 – Employee Benefits (effective January 1, 2008)

The IFRIC provides guidance on assessing the limit in IAS 19 on the amount of the surplus that can be recognised as an asset. The expected impact of the IFRIC, if any, is still being assessed by management.

IFRS 8 – Operating Segments (effective January 1, 2009)

This standard replaces the existing IAS 14: “Segment Reporting” and aligns the requirements of the US Standard SFAS 131: “Disclosures about segments of an enterprise and related information”, and requires a “management approach” for segment reporting. The expected impact, if any, of the new standard is still being assessed by management.

IAS 23 Amendment – Borrowing Costs (effective January 1, 2009)

This standard has been revised to require capitalisation of borrowing costs when such costs relate to a qualifying asset. The option of immediately expensing these borrowing costs will be removed. The Group will be required to amend its existing policy of expensing borrowing costs.

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2 Summary Of Significant Accounting Policies (Continued)

2.1 Basis of preparation (continued)

IAS 1 revised – (effective January 1, 2009)

This revised standard effects the presentation of owner changes in equity and comprehensive income. It requires an entity to present in a statement of change in equity, all owner changes in equity. The Group will apply IAS 1 revised from October 1, 2009.

2.2 Consolidation

a) SubsidiariesSubsidiaries, 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. All significant inter-company transactions, balances and unrealised gains on transactions between group companies are eliminated; unrealised losses are also eliminated unless 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 income statement.

b) AssociatesAssociates are all entities over which the Group has significant influence but not control, generally accompanying a shareholding of between 20% and 50% of the voting rights. Investments in associates are accounted for using the equity method of accounting and are initially recognised at cost. The Group’s investment in associates includes goodwill identified on acquisition, net of any accumulated impairment loss. The Group’s share of its associates’ post-acquisition profits or losses is recognised in the income statement, and its share of post-acquisition movements in reserves is recognised in reserves. The cumulative post-acquisition movements are adjusted against the carrying amount of the investment. When the Group’s share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured receivables, the

noTes To THe ConsolIdaTed fInanCIal sTaTeMenTs (Continued)

Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the associate.

Unrealised gains on transactions between the Group and its associates are eliminated to the extent of the Group’s interest in the associates. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates have been changed where necessary to ensure consistency with the policies adopted by the Group.

c) 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 24.

2.3 Segment reporting

A business segment is a group of assets and operations engaged in providing products or services that are subject to risks and returns that are different from those of other business segments.

2.4 Foreign currency translation

a) Functional and presentation currencyItems 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.

b) 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 income statement.

c) Group companiesThe income statement and cash flow of the overseas subsidiary are translated into the Group’s functional currency at average rates for the year and the balance sheet is translated at the exchange rate ruling on September 30. Exchange differences arising from the translation of the net investment in the overseas subsidiary is taken to shareholders’ equity.

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noTes To THe ConsolIdaTed fInanCIal sTaTeMenTs (Continued)

2 Summary Of Significant Accounting Policies (Continued)

2.5 Property, plant and equipment

Freehold properties comprise mainly factories, warehouses, retail outlets and offices occupied by the Group and are shown at fair value, based on annual 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 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 in shareholders’ equity. Decreases that offset previous increases of the same asset are charged against revaluation reserve directly in equity; all other decreases are charged to the 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. Land and capital work in progress are not depreciated. Depreciation is provided on plant and other assets, either on the straight line or reducing balance basis, at rates as follows:

Machinery and equipment - 10% - 33 1/3% per annumMotor vehicles - 25% per annumFurniture and office equipment - 10% - 25% per annum

The 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 income statement. When revalued assets are sold, the amounts included in the revaluation surplus account are transferred to retained earnings.

2.6 Investment property

Investment 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. 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 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 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 income statement.

2.7 Intangible asset

GoodwillGoodwill 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.

2.8 Offsetting financial instruments

Financial assets and liabilities are offset and the net amount reported in the balance sheet, 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.

2.9 Inventories

Inventories 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.

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2 Summary Of Significant Accounting Policies (Continued)

2.10 Construction contracts

A 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.

2.11 Trade receivables

Trade receivables are carried at original invoice amount less provision made for impairment of these receivables. A provision for impairment of trade receivables is established when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of receivables. Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy and significant deterioration in the payment pattern of the customer are considered indicators that the trade receivable is impaired. The carrying amount of the receivable is reduced through an allowance account and the amount of the loss is recognised in the income statement within “Marketing and Distribution expenses”. When a trade receivable is uncollectible, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against “Marketing and Distribution expenses”.

2.12 Available for sale financial assets

These represent quoted securities which management intends to dispose of within 12 months of the balance sheet date. The securities are stated at fair value on quoted market prices. All unrealised gains and losses on revaluation, are reported as part of shareholders’ equity in the unrealised gains/(losses) account, until the securities are disposed of, at which time the cumulative gain or loss previously recognised in equity is included in the statement of income.

2.13 Cash and cash equivalents

Cash 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 balance sheet.

2.14 Share capital

Shares are classified as equity. Incremental costs directly attributable to the issue of shares are shown in equity as a deduction from the proceeds.

2.15 Trade payables

Trade payables are normally settled on 30-90 day credit terms, are carried at cost, which is the fair value of the consideration to be paid in the future for goods received.

2.16 Borrowings

Borrowings are recognised initially at the proceeds received. Borrowings are subsequently stated at amortised costs; any difference between the proceeds and the redemption value is recognised in the income statement over the period of borrowing, using the effective interest rate method. Borrowing costs are recognised as an expense in the period in which they are incurred.

Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least 12 months after the balance sheet date.

2.17 Current and deferred income taxes

The tax expense for the period comprises current and deferred tax. Tax is recognised in the 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 balance sheet 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 balance sheet 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.

noTes To THe ConsolIdaTed fInanCIal sTaTeMenTs (Continued)

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2 Summary Of Significant Accounting Policies (Continued)

2.18 Employee benefits

(a) PensionRetirement benefits for the Group’s employees, with the exception of the employees of Hand Arnold (Holdings) Limited, are provided by a defined contribution plan. Retirement benefits for the employees of Hand Arnold (Holdings) Limited and its subsidiaries are provided for by a defined benefit plan. These plans are funded by contributions from the Group and qualified employees. Payments are made to a pension trust, which is financially separate from the Group, in accordance with periodic calculations by actuaries.

For the defined benefit plan, the pension accounting costs are assessed using the projected unit credit method. Under this method, the cost of providing pensions is charged to the 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.

For the defined contribution plan, the group pays contributions to a trustee on a mandatory basis. The Group has no further payment obligations once the contributions have been paid. The contributions are recognised as an employee benefit expense when they are due.

(b) 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 balance sheet 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 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.

(c) 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 Company’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.

2.19 Provisions

Provisions 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.

2.20 Revenue recognition

Revenue 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:

(a) Sales of goods-wholesaleSales of goods are recognised when a Group entity has delivered products to the customer; the customer has accepted the products and collectibility of the related receivables is reasonably assured.

(b) Sales of goods-retailSales 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.

(c) Other incomeAll other income is recognised on the accrual basis.

2.21 Leases

Leases 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 income statement on a straight-line basis over the period of the lease.

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 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.

2.22 Dividends

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

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2 Summary Of Significant Accounting Policies (Continued) 2.23 Comparative information

Where necessary the comparative figures have been adjusted to conform with changes in presentation in the current year.

3 Financial Risk Management

3.1 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.

(a) Market risk

(i) Currency riskCurrency 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 September 30, 2008, 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 $2.5 million (2007: $1.6 million) higher/lower, mainly as a result of foreign exchange gains/losses on translation of US dollar-denominated trade payables, receivables, and borrowings. Profit is more sensitive to movement in TT/US dollar exchange rates in 2008 than 2007 because of the increased amount of US dollar denominated trade payables.

(ii) Cash flow and fair value interest rate riskAs 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. As at September 30, 2008, more than 95% of the Group’s long term borrowings are at fixed rates.

The Group has assessed its financial assets and liabilities to determine the impact of a change in interest rates by 100 basis points and has concluded that this change will not be material to the financial statements of the Group.

(b) Credit risk

The 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 balance sheet 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.

(c) Liquidity risk

Liquidity 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.

The table below analyses the Group’s financial liabilities into relevant maturity groupings based on the remaining period at the balance sheet 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.

noTes To THe ConsolIdaTed fInanCIal sTaTeMenTs (Continued)

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3 Financial Risk Management (Continued)

3.1 Financial risk factors (Continued)

(c) Liquidity risk (Continued)

2008 2007 Current Non-Current Current Non-Current $’000 $’000 $’000 $’000

Borrowings 199,905 106,993 68,292 34,247Trade and other payables 141,801 -- 93,211 --

3.2 Capital risk management

The 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.

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 September 30, 2008, is 56:44 (2007: 29:71). The increase in 2008 is due to the financing of the Hand Arnold acquisition which will be reduced by the proceeds of the rights issue.

3.3 Fair value estimation

The 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.

4 Critical Accounting Estimates And Judgements

Estimates 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.

4.1 Critical accounting estimates and assumptions

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.

Impairment of goodwill

The 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.

Revenue recognition

The 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.

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5 Property, Plant And Equipment

Freehold Furniture Properties and Machinery Capital and Leasehold Office Motor and Work in Improvements Equipment Vehicles Equipment Progress Total $’000 $’000 $’000 $’000 $’000 $’000

Year Ended September 30, 2008 Opening net book amount 64,788 4,290 4,426 12,139 204 85,847 Purchase of subsidiary 27,000 1,982 2,282 -- 10 31,274 Revaluation 1,619 -- -- -- -- 1,619 Additions 2,201 1,085 2,586 1,006 33 6,911 Transfers -- -- -- 225 (225) -- Disposals -- (23) (191) -- -- (214) Depreciation charge (820) (1,602) (2,374) (2,386) -- (7,182)

Closing net book amount 94,788 5,732 6,729 10,984 22 118,255

At September 30, 2008 Cost or valuation 95,760 22,916 16,896 26,070 22 161,664 Accumulated depreciation (972) (17,184) (10,167) (15,086) -- (43,409)

Net book amount 94,778 5,732 6,729 10,984 22 118,255

Year Ended September 30, 2007 Opening net book amount 58,509 3,461 5,092 13,409 709 81,180 Revaluation 2,165 -- -- -- -- 2,165 Additions 4,406 1,710 1,444 1,291 332 9,183 Transfers 329 456 -- 52 (837) -- Disposals -- (2) (85) (263) -- (350) Depreciation charge (621) (1,335) (2,025) (2,350) -- (6,331)

Closing net book amount 64,788 4,290 4,426 12,139 204 85,847

At September 30, 2007 Cost or valuation 65,725 15,963 11,772 24,839 204 118,503 Accumulated depreciation (937) (11,673) (7,346) (12,700) -- (32,656)

Net book amount 64,788 4,290 4,426 12,139 204 85,847

At September 30, 2006 Cost or valuation 58,941 13,818 11,316 23,984 709 108,768 Accumulated depreciation (432) (10,357) (6,224) (10,575) -- (27,588) Net book amount 58,509 3,461 5,092 13,409 709 81,180

Freehold properties were valued by Linden Scott & Associates Limited, professional valuators in September 2008 at $93,450,000 (2007: $64,750,000) on the open market value basis. The revaluation surplus net of applicable deferred income taxes was credited to the revaluation reserve in shareholders’ equity.Depreciation expense of $1,596,299 (2007: $1,479,662) has been charged in cost of sales and $5,585,749 (2007: $4,851,149) in expenses.

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5 Property, Plant And Equipment (Continued)

Lease rentals amounting to $2,759,141 (2007; $387,000) relating to the lease of property, are included in the income statement (Note 18).

If land and buildings were stated on the historical cost basis, the amounts would be as follows:

2008 2007 $’000 $’000

Cost 69,039 49,358Accumulated depreciation (11,422) (6,261)

Net book amount 57,617 43,097

Bank borrowings are secured on land and buildings for the value of $4,757,914 (2007: $533,199), (Note 15).

Leased assets included above, where the Group is a lessee under a finance lease comprise motor vehicles.

Cost 2,327 1,428Accumulated depreciation (1,934) (979)

Net book amount 393 449

6 Investment Property

Beginning of year 18,500 17,500Revaluation 1,500 1,000

End of year 20,000 18,500

Investment property was valued by Linden Scott & Associates Limited, professional valuators in September 2008 at $20,000,000 (2007: $18,500,000) on the open market value basis.

The following amounts have been recognised in the income statement: Gain on revaluation of investment property 1,500 1,000Rental income 2,281 2,142Direct operating expenses 8 (32)

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7 Intangible Asset

GoodwillGoodwill arising through business combinations was generated by acquisition of Petroavance Trinidad Limited in 2000 and Hand Arnold (Holdings) Limited and the Construction Chemical division of Interchem in 2008. As At October 1, 2006 $’000

Cost 1,072Accumulated amortisation and impairment (856)

Net book amount 216

As At September 30, 2007Cost 1,072Accumulated amortisation and impairment (856)

Net book amount 216

As At September 30, 2008Opening net book amount 216Acquisition of Hand Arnold (Holdings) Limited 52,487Acquisition of Construction Chemical division of Interchem 3,984

Closing net book amount 56,687

As At September 30,2008Cost 57,543Accumulated amortisation and impairment (856)

Net book amount 56,687

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 13% and a growth rate of 1%.

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8 Investment In Associate % of Equity Capital 2008 2007 Held $’000 $’000

MECAG LLC (Trading as Mobern Lighting) 48% -- 7,547

Investments -- 6,812Share of post acquisition reserves -- (22)

Subtotal -- 6,790Advances -- 757

Total -- 7,547

The only associate was MECAG LLC, which is unlisted and is incorporated in Florida, USA.

The Group’s share of the results of this associate and its share of the assets and liabilities, are as follows:

Assets -- 9,738Liabilities -- 2,191Revenue -- 7,295Loss -- (28)

Due to a change in shareholding, this entity is now shown as a subsidiary (Note 25).

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9 Retirement Benefit Asset Defined benefit Pension plan 2008

Changes in present value of defined benefit obligation Acquired on purchase of subsidiary 61,503 Interest cost 874 Current service cost – employer’s portion 384 Employee additional voluntary contributions 165 Actuarial gain (748) Benefits paid (294)

Defined benefit obligation at end of year 61,884

Change in fair value of plan assets

Acquired on purchase of subsidiary 71,473 Expected return on plan assets 992 Actuarial loss (3,830) Employee additional voluntary contributions 165 Benefits paid (294)

Plan assets at end of year 68,506

Amounts recognised in the balance sheet

Present value of funded obligations (61,884) Fair value of plan assets 68,506

Benefit surplus 6,622 Unrecognised actuarial gains 3,082

Benefit asset 9,704

Amount recognised in the statement of income

Current service cost 384 Interest on obligation 874 Expected return on plan assets (992)

Net actuarial loss recognised during the year 266

Movements in the net asset recognised in the balance sheet

Purchase of subsidiary 9,970 Net loss recognised in the statement of income (266)

Net asset at September 30 9,704

Principal actuarial assumptions at the balance sheet date

Discount rate 8.5% Salary escalation 7.0% Expected return on plan assets 8.5% Future pension increases 4.0%

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10 Inventories 2008 2007 $’000 $’000

Finished goods 122,147 85,070 Raw materials 21,920 22,250 Goods in transit 48,347 21,987 Work in progress 2,390 3,473 Consumable spares 804 834

195,608 133,614

The cost of inventories recognised as an expense and included in Cost of Sales amounted to $408,103,718 (2007: $300,190,216).

11 Construction Contract Work In Progress

Contract costs incurred in the year 52,378 72,460 Contract expenses recognised in the year (29,417) (55,395)

22,961 17,065

Contract costs incurred and recognised profits (less losses) to date 36,986 59,471

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

12 Trade And Other Receivables

Trade receivables 166,569 74,527 Less: Provision for impairment of receivables (6,864) (2,327)

Trade receivables - net 159,705 72,200 Amounts due from customers for construction contracts 27,416 23,986 Prepayments 5,390 2,828 Other receivables 4,977 2,092 Receivables from directors 180 293

197,668 101,399

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12 Trade And Other Receivables (Continued)

As at September 30, 2008, trade receivables at a value of $6,864k (2007: $2,327k) were impaired and fully provided for. Movements in the provision for impairment of trade receivables were as follows: 2008 2007 $’000 $’000

Opening balance 2,327 2,509Provision acquired on purchase of subsidiary 4,547 --Charge for the year 1,740 757Amounts written off (408) (307)Amounts recovered (1,342) (632)

6,864 2,327

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

As at September 30, 2008, the ageing analysis of trade receivables is 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 $’000

2008 67,482 66,923 25,300 159,7052007 33,950 31,724 6,526 72,200

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 Available-for-sale Financial Assets $’000

At October 1, 2007 -- Acquisition of subsidiary (note 25) 686 Net losses included in other operating expenses (64)

At September 30, 2008 622

Available-for-sale financial assets consists of investments in listed securities. The maximum exposure to credit risk is the carrying value of the securities.

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14 Share Capital 2008 2007 $’000 $’000

Authorised An unlimited number of ordinary shares of no par value

Issued and fully paid 27,029,105 (2007: 26,896,605) ordinary shares of no par value 47,986 47,102

Share Number of Share Option Shares Capital Plan Total ’000 $’000 $’000 $’000

As At October 1, 2007 26,897 46,655 447 47,102 Executive share option plan - shares issued 132 861 -- 861 - value of services provided -- -- 23 23

As At September 30, 2008 27,029 47,516 470 47,986

As At October 1, 2006 26,887 46,590 447 47,037 Executive share option plan - shares issued 10 65 -- 65

As At September 30, 2007 26,897 46,655 447 47,102

Executive Share Option Plan

At an Extraordinary General Meeting held on July 31, 1998, a special resolution was passed to establish a Share Option 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.

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14 Share Capital (Continued) The current status of options to date is as follows:

2008 2007 $’000 $’000

Total shares allocated to the plan 1,000 1,000 Issued pursuant to exercise of options (203) (71) Outstanding options (90) (159) Remaining shares allocated to plan in respect of which options have not been granted 707 770

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

2008 2008 2007 2007 Exercise Options Exercise Options Price $ ’000 Price $ ’000

At beginning of year 6.50 159 6.50 169 Exercised 6.50 (132) 6.50 (10) Lapsed 6.50 (27) -- -- Issued 10.00 90 -- -- At end of year 10.00 90 6.50 159

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 March 27, 2008, ninety thousand 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. Share options outstanding at the end of the year lapse on March 26, 2013.

The fair value of options granted during the period was determined to be $1.48 using the Black Scholes valuation model. The significant inputs into the model were the exercise price of $10.00 as shown above, the vesting period of 3 years from date of grant, share price volatility of 16%, a dividend yield of 4.4% and an annual risk-free interest rate of 8.39%. The risk-free interest rate is based on a 10 year Government of Trinidad and Tobago TT$ debt. The share price volatility is based on statistical analysis of monthly share prices over the last three years. There were no options granted during 2007.

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15 Borrowings 2008 2007 $’000 $’000Currenti. Bankers’ acceptances 61,680 52,620ii. Bank overdraft 25,780 8,756iii. Borrowings 100,999 345iv. Finance lease liabilities 284 311

188,743 62,032

Non-currentv. Fixed rate bonds 1997 – 2015 20,509 21,287vi. Fixed rate bonds 2008 – 2013 50,000 --vii Borrowings 7,008 188viii. Finance lease liabilities 51 178 77,568 21,653

Total borrowings 266,311 83,685

i. Bankers’ acceptances are unsecured. Interest rates on these borrowings range from 8.6% to 9.5% per annum.

ii. The bank overdraft is secured by a first joint debenture over the fixed and floating assets of the Group stamped to cover $9,800,000 ranking pari passu with registered loan agreement stamped to cover $100,000,000, FCIB registered debenture stamped to cover $33,692,000 and One1 Financial Limited registered debenture stamped to cover $50,000,000. The charge is subordinate to those created in favour of the mortgage loan facilities. Certain subsidiaries’ bank borrowings and bank overdraft are secured by guarantees of the parent company stamped to cover $25,139,000. Bank overdraft incurs interest at the rate of 11.75% per annum.

iii. and vii. Borrowings include the following loans:

- A short term loan of $100,000,000 (2007: Nil) is secured by a registered loan agreement stamped to cover $100,000,000 ranking pari passu with other borrowings as noted in (ii) above and incurs interest at the rate of 10.5%. Interest is capitalised and is to be repaid in full on maturity.

- A subsidiary’s mortgage loan of $187,936 (2007: $391,031) is secured by a first mortgage over the subsidiary’s property at Century Drive, Trincity and incurs interest at the rate of 9% per annum. The loan is repayable by monthly instalments of principal and interest of $19,798 ending in July 2009.

- A subsidiary’s mortgage loan of $4,676,439 (2007: Nil) is secured by a first mortgage over the freehold property situated at El Socorro Extension Road stamped to cover $11 million and incurs interest at the rate of 9%. The loan is repayable by monthly instalments of principal and interest of $83,496 ending in July 2014.

- A subsidiary’s note payable of $3,142,500 (2007: Nil) is collateralized by the subsidiary’s inventory and accounts receivable and incurs interest at the rate of 8%. The loan is repayable by monthly instalments of principal and interest of $38,142 from January 2009 to November 2012.

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15 Borrowings (Continued)iv. and viii. Lease liabilities are effectively secured as the rights to these assets revert to the lessor in the

event of default. The effective interest rates on these liabilities range from 8% to 11% per annum.

v. The fixed rate bonds 1997 – 2015 are constituted and secured by a Trust Deed between the Group and RBTT 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 FirstCaribbean International Bank to cover the full principal sum of $33,691,970.

The amount of $11,000,000 was invested by the trustees in Certificates of Investment in FirstCaribbean International Bank to partially settle this bond liability upon maturity. Interest is being capitalized semi-annually at the rate of 6.26%. The accrued value of these investments as at September 30, 2008 is $13,183,374 (2007: $12,405,054).

As such, the net liability therefore is: 2008 2007 $’000 $’000

Fixed rate bonds 33,692 33,692Investment certificates (13,183) (12,405)

Net liability 20,509 21,287

vi. The fixed rate bonds 2008 – 2013 are constituted and secured by a Trust Deed between the Group and RBTT Trust Limited incorporating a debenture over Agostini’s Limited fixed and floating assets stamped to a value of $50,000,000 ranking pari passu with other borrowings as noted in (ii) above. Interest is payable quarterly in arrears at a fixed rate of 9.25% per annum.

Maturity of non-current borrowings (excluding finance lease liabilities): 2008 2007 $’000 $’000

Between 1 and 2 years 879 188 Between 2 and 5 years 12,614 7,996 Over 5 years 64,024 13,291 77,517 21,475 Finance lease liabilities – minimum lease payments: Not later than 1 year 298 341 Later than 1 year and not later than 5 years 52 187 350 528 Future finance charges on finance leases (15) (39) Present value of finance lease liabilities 335 489 Representing lease liabilities: - Current 284 311 - Non-current 51 178 335 489

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16 Deferred Income Tax

The movement on the deferred tax account is as follows:

Accumulated Fair Retirement Tax value benefit Tax Depreciation gains obligation loss Total $’000 $’000 $’000 $’000 $’000

October 1, 2006 4,921 -- -- (3,576) 1,345Effect of adopting IAS 12p61(a) -- 5,376 -- -- 5,376

October 1, 2006 (restated) 4,921 5,376 -- (3,576) 6,721Charge to income statement 653 -- 653 1,306Charge to equity -- 541 -- -- 541

September 30, 2007 (restated) 5,574 5,917 -- (2,923) 8,568

October 1, 2007 5,574 -- -- (2,923) 2,651Effect of adopting IAS 12p61(a) -- 5,917 -- -- 5,917

October 1, 2007 (restated) 5,574 5,917 -- (2,923) 8,568Purchase of subsidiary 145 3,629 2,492 -- 6,266Charge to income statement 148 -- (66) (83) (1)Charge to equity -- 405 -- -- 405

September 30, 2008 5,867 9,951 2,426 (3,006) 15,238

2008 2007 $’000 $’000

Deferred tax liability 18,402 11,512 Deferred tax asset (3,164) (2,944)

15,238 8,568

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17 Trade And Other Payables 2008 2007 $’000 $’000

Trade payables 108,474 68,864 Accrued expenses 21,572 11,808 Amounts due to contractors 5,194 6,301 Other payables 6,561 6,238

141,801 93,21118 Expenses By Nature

Depreciation (Note 5) 7,182 6,331Employee benefit expense (Note 23) 68,159 45,153Changes in inventories of finished goods and work in progress 5,568 (16,216)Raw materials and consumables used 434,091 355,192Transportation 7,045 4,175Advertising costs 6,654 6,462Net creation of provision for impaired receivables 1,259 482Investment property maintenance expenses 8 32Directors fees 522 418Operating lease payments 2,759 387Other expenses 30,192 13,194Total cost of goods sold, marketing and distribution costs and administrative expenses 563,439 415,610

19 Finance Costs – Net

Interest income (1,466) (796) Net foreign exchange gains (4,031) (2,032) Interest expense - bank borrowings 10,049 6,173 - finance leases 28 60

4,580 3,405

20 Taxation

Current tax 10,543 7,933 Deferred tax (Note 16) (1) 1,306 Green fund levy 589 478 Prior years adjustment 6 (3) Associated company -- (6)

11,137 9,708

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20 Taxation (Continued)

The tax on profit before tax differs from the theoretical amount that would arise using the basic rate of tax as follows: 2008 2007 $’000 $’000

Profit before taxation 41,687 37,685

Tax calculated at 25% 10,421 9,421 Expenses not deductible for tax purposes 372 111 Income not subject to tax (589) (424) Other timing differences 264 6 Prior years’ tax 6 (3) Green fund levy 589 478 Business levy 74 119

11,137 9,708

Subsidiary companies have tax losses of approximately $12.4 million (2007: $11.7 million) available for set off against future profits.

21 Earnings Per Share

Basic

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

2008 2007

Profit attributable to shareholders of the Company ($’000) 30,649 27,779

Weighted average number of ordinary shares in issue (‘000) 26,991 26,889

Basic earnings per share $1.14 $1.03

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21 Earnings Per Share (Continued)

Diluted

Diluted 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 Company 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 Company’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. 2008 2007

Profit attributable to shareholders of the Company ($’000) 30,649 27,779

Weighted average number of ordinary shares in issue (‘000) 26,991 26,889

Adjustment for – share options (‘000) 90 159Weighted average number of ordinary shares for diluted earnings per share (‘000) 27,081 27,048

Diluted earnings per share $1.13 $1.03

22 Cash And Cash Equivalents 2008 2007 $’000 $’000

Cash at bank and in hand 11,015 7,991 Bank overdraft (Note 15) (25,780) (8,756) Bankers’ acceptances (Note 15) (61,680) (52,620)

(76,445) (53,385)

23 Employee Benefit Expense

Wages and salaries 53,660 35,826 Other benefits 9,488 6,546 National insurance 3,307 1,719 Pension costs – defined contribution plan 1,415 1,062 Pension costs – defined benefit plan 266 -- Share options granted to directors and employees 23 --

68,159 45,153

Average number of employees 788 637

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24 Subsidiaries 2008 2007 Percentage Percentage of equity of equity held held

Agostini Industries Limited 100% 100% Agos Manufacturing Limited 100% 100% Agostini Pharmaceutical Limited 100% 100% Fastening & Building Systems Limited 100% 100% Hand Arnold (Holdings) Limited 100% -- Rosco Petroavance Limited 92% 92% MECAG LLC trading as Mobern Lighting 85% 48%

All subsidiaries are incorporated in the Republic of Trinidad and Tobago except for Fastening & Building Systems Limited, which is incorporated in Guyana and MECAG LLC which is incorporated in the United States of America.

25 Business Combinations

MECAG LLC (trading as Mobern Lighting)On June 20, 2007, the Group acquired a 48% shareholding of MECAG LLC. In March 2008 the Group entered into an agreement with a minority shareholder owning 37% of the company to acquire his shares with effect from June 20, 2007, the incorporation date of the company. As a result 100% of the revenue and profit has been taken up in this year with a deduction for the non controlling interest of 15%.

Details of Net Assets acquired as at June 20, 2007 are as follows:

$’000 Purchase consideration: Cash paid in 2007 7,560 Fair value of Net Assets acquired (7,560)

Goodwill --

Cash and cash equivalents 821 Trade and other receivables 9,388 Inventories 5,530 Trade and other payables (1,805) Borrowings (5,040)

Fair value of net assets acquired 8,894 Minority interest (15%) (1,334)

Total purchases 7,560

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25 Business Combinations (Continued)

Hand Arnold (Holdings) LimitedOn August 1, 2008, the Group acquired 100% of the share capital of Hand Arnold (Holdings) Limited, a company incorporated in the Republic of Trinidad and Tobago, principally engaged in the business of import and wholesale distribution. The acquired business contributed revenues of $53 million and net profit after tax of $2.4 million to the group from the period August 1, 2008 to September 30, 2008. If the acquisition had occurred on October 1, 2007, group revenue would have been $849 million and profit before tax and allocations would have been $55 million. These amounts have been calculated using the group’s accounting policies and by adjusting the results of the subsidiary to reflect the additional depreciation and amortisation that would have been charged assuming the fair value adjustments to property had applied from October 1, 2007.

Details of net assets acquired and goodwill are as follows:

$’000 Purchase consideration: Cash paid 124,058 Fair value of net assets acquired (71,571)

Goodwill 52,487

The above goodwill is attributable to the company’s strong position and profitability in trading.

Cash and cash equivalents (28,561) Property, plant and equipment (note 5) 31,135 Retirement benefit assets 9,970 Inventories 62,971 Trade and other receivables 47,753 Available-for-sale financial assets (note 13) 686 Trade and other payables (41,105) Borrowings (5,012) Deferred tax liabilities (6,266) Net assets acquired 71,571

Purchase consideration settled in cash 124,058 Cash and cash equivalents in subsidiary acquired 28,561

Cash outflow on acquisition 152,619

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25 Business Combinations (Continued)

Construction Chemical division of Interchem LimitedOn April 19, 2008, the Group acquired the assets and business of the Construction Chemical division of Interchem Limited. The acquired business contributed revenues of $1,043,757 and net profit before tax of $525,941 to the group from the period April 19, 2008 to September 30, 2008.

Details of net assets acquired and goodwill are as follows: $’000

Purchase consideration: Cash paid 5,041 Fair value of net assets acquired (1,057)

Goodwill 3,984

The above goodwill is attributable to the division’s profitable lines and scope for additional business.

$’000

Property, plant and equipment (note 5) 139 Inventories 918

Net assets acquired 1,057

26 Related Party Transactions

i) Sales of goods and services During the year the company entered into transactions with related parties as follows: 2008 2007 $’000 $’000 Directors Contracts entered into for sale of properties under construction -- 3,175

Fees paid in respect of advisory services 100 --

All transactions are carried out on commercial terms and conditions and at market prices.

ii) Key management compensation

Salaries and other short term employee benefits 15,746 9,734 Share based payments 23 --

15,769 9,734

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noTes To THe ConsolIdaTed fInanCIal sTaTeMenTs (Continued)

27 Contingencies 2008 2007 $’000 $’000

Customs bonds 11,550 12,173Bank guarantees 38,147 34,982

28 Capital Commitments

The Group has entered into a contract for the construction of low cost housing units. The commitments on this contract at the end of the financial year is approximately $6,780,000. (2007: $12,454,000).

One of the Group’s subsidiaries has entered into a lease agreement under which it is required to make leasehold improvements of approximately $630,000 by February 1, 2009.

29 Dividends

The dividends paid in 2008 and 2007 were $11,854,381 ($0.44 per share) and $10,754,642 ($0.40 per share) respectively. A dividend in respect of the year ended September 30, 2008 of $0.27 per share amounting to a total dividend of $7,845,482, is to be proposed at the Annual General Meeting to be held on January 29, 2009. These financial statements do not reflect this dividend payable.

30 Events After The Balance Sheet Date

Rights Issue

The company placed on September 30, 2008, an underwritten rights issue of 10,811,642 new shares at a subscription price of $9.50 per new share on the basis of 2 new shares for every 5 existing shares held at market close on September 25, 2008. The subscription period for the rights concluded on October 22, 2008. 2,028,236 new shares representing approximately 19% of the total number of new shares offered to shareholders were subscribed to. The remaining 8,783,406 new shares are to be cancelled .

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5 0 A n n u A l r e p o r t 2 0 0 8A n n u A l r e p o r t 2 0 0 85 0

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I n v e s t I n g f o r g r o w t h 5 1I n v e s t I n g f o r g r o w t h 5 1

1. dIReCToR’s InTeResT

In accordance with the provisions of Section 179 of the Companies Act, 1995 and Section 8 (f) of our Listing Agreement with the Stock Exchange we record hereunder, particulars of the interest of each Director of the Company in the Share Capital of Company as at the end of the Company’s Financial Year, September 30, 2008.

dIReCToRs’ & subsTanTIal sHaReHoldeRs

Name Of Director/ Notes No. Of Stock No. Of Stock % Held Beneficial/Beneficial Interest Units Held Units Held Non-Beneficial 30/09/08 27/11/08 Units HeldJ. P. ESAU NIL NIL - -G.M. AGOSTINI 1,740,830 1,740,830 6.0 BENEFICIALA.J. AGOSTINI 519,064 540,114 1.9 BENEFICIALP.T. RAJNAUTH 278,127 310,127 1.1 BENEFICIALR.W. AHAMAD (A) NIL NIL - -B. A. DAVIS 396 396 - BENEFICIALJ. A. HALE 200 158,300 0.5 BENEFICIALL. M. MACKENZIE 15,000 25,000 - BENEFICIALS. D. MAHABIR NIL NIL - -A. T. PROUDFOOT NIL NIL - -G. SAKAL NIL NIL - -

Notes: (A) Mr. R. W. Ahamad has a beneficial interest in Universal Investments Ltd and Proteus Ltd.

2. subsTanTIal sHaReHoldeRs

Shareholders Name UNITS HELD UNITS HELD % HELD 30/09/08 27/11/08 Colonial Life Insurance Company Ltd. / Home Construction Ltd. 9,472,070 9,472,070 32.6Universal Investments Ltd. / Proteus Ltd. 8,062,752 9,460,187 32.6

A substantial interest means ten percent or more of the issued share capital of the Company.

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subsIdIaRY boaRds

aGosTInI MaRkeTInG RosCo PeTRoavanCe lIMITedG. M. Agostini • Chairman A. J. Agostini • ChairmanA. J. Agostini • CEO/Director Walter Bernard • Deputy ChairmanA. B. Pashley • Deputy CEO/Director Wayne Bernard • CEO/DirectorC. G. Bernard • Director K. Rahaman • DirectorS. Gunness Balkissoon • Director C. G. Bernard • Non Executive DirectorL. M. Mackenzie • Finance Director/Secretary R. A. Rodriguez • Non Executive DirectorS. J. Montano • Director N. Lutchman • Company SecretaryS. H. Moruf-Agi • DirectorP.T. Rajnauth • Non Executive Director MeCaG llC TRadInG as MobeRn lIGHTInG (u.s.a.)

E. V. Kacal • Chairman

aGosTInI PHaRMaCeuTICal lTd B. Stone • President/DirectorA. J. Agostini • Chairman D. De Martino • DirectorP.T. Rajnauth • CEO/Director A. J. Agostini • Non Executive DirectorI. Maharaj • Director G. M. Agostini • Non Executive DirectorJ. Ali • DirectorL. M. Mackenzie • Finance Director/Secretary Hand aRnold (TRInIdad) lTdG. M. Agostini • Non Executive Director A. J. Agostini • Chairman

J. A. Hale • Managing Director

aGosTInI IndusTRIes lTd P. Aleong • Finance Director / SecretaryG. M. Agostini • Chairman P. D. Bajnath Singh • DirectorD. R. Hassanali • CEO/Director S. P. Hale • DirectorS. A. Hussain • Finance Director/Secretary A. A. Hale • DirectorA. J. Agostini • Non-Executive Director J. P. Hale • Non Executive DirectorT. K. Austin • Non Executive Director L. M. Mackenzie – Non Executive DirectorC. G. Bernard • Non Executive DirectorA. B. Pashley • Non Executive Director aGos lIGHTInG

G. M. Agostini • Chairman

aGosTInI’s fasTenInG sYsTeMs E. V. Kacal • Managing DirectorG.M. Agostini • Chairman M. Lee Loy • DirectorR. A. Rodriguez • CEO/Director R. Narine-Banham • Director/SecretaryA. J. Agostini • Non Executive Director N. Ramjohn • DirectorL. M. Mackenzie – Non Executive Director/Secretary A. J. Agostini • Non Executive Director

W. A. Bernard • Non Executive Director

fasTenInG & buIldInG sYsTeMs lTd (GuYana)A. J. Agostini • ChairmanG. M. Agostini • Non Executive DirectorR. A. Rodriguez • Non Executive DirectorL. M. Mackenzie • Secretary

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I n v e s t I n g f o r g r o w t h 5 3I n v e s t I n g f o r g r o w t h 5 3

oTHeR keY GRouP PeRsonnel

aGosTInI’s lIMITed aGosTInI PHaRMaCeuTICal lIMITedHosain Ali • Customs & Shipping Manager Matthew Baboolal • Brand ManagerAlissa Kowlessar • Group Human Resource Manager Rodney Balroop • Pharmacist/ManagerSatish Prayman • Group Information Systems Manager Larry Bissessar • Admin. Support ManagerSusanne Rennie • Credit Control Manager Lyndon Diaz • Brand ManagerUna Ryan • Head Office Accountant Lancelot Lashley • Senior Pharmacist Cheryl Sutherland • Head Office Accountant Tariq Mohammed • Brand Manager

Nyara Raamkaran Singh • Brand Manager

aGosTInI MaRkeTInG Nikesha Ramnarace • Brand SupervisorDaniel Agostini • Assistant Warehouse Manager Premela Manohar Mohammed • Pharmacist/ManagerShireen Ali • Brand Manager - Confectionary Shivanand Siewsankar • Pharma Sales Development ManagerDane Blanc • Brand Manager - Sherwin Williams Paints Jody White • Brand SupervisorLisa Jadoonanan • Manager - Purchasing & Retail - Interiors DivisionAnthony Luk Pat • Sales Manager - Housewares Division aGos lIGHTInGEverard Marshall • Estimation & Procurement Manager- Ravesh Lalla • Production Engineer Contracting Division Krishna Teelucksingh • Production ManagerRavi Persad • Brand Manager - Grocery Department Allan Reece • Logistics ManagerAnna Alisa Goindoo • Brand Manager - Grocery Department Kimberly Somai • Procurement Risk SpecialistTisha Chanicka • Brand Supervisor - Personal CareGordon Wildman • Manager - Warehouse & Distribution Hand aRnold (TRInIdad) lIMITed

Kevin Aleong • Customs Manager

aGosTInI IndusTRIes lIMITed Afzal Ali • Sales Manager Health & BeautyJerry Puchoon • Logistics & Purchasing Manager Hayley Ammon • Sales Manager Food & Household

Azard Asgarali • Operations Manager

aGosTInI’s fasTenInG sYsTeMs Robert Gladstone • Property ManagerMaritza Cyprian • Administrative Manager Ann Marie Hikel • AccountantPeter Fuller • Sales Manager Elizabeth Laurence • Payroll ManagerRickie Geeban • Sales Manager Cyd Luk Pat • Marketing Manager Food & HouseholdLarry Ramphall • Engineering Consultant Lera Manmohan • Customer Service ManagerGerrard Soogrim • Division Manager Michele Martineau • Human Resource Manager

Sandra Mohammed • Credit Control Manager

RosCo PeTRoavanCe lIMITed Carla Pujadas • Financial ControllerHarreton Gill • Manager - Hydraulics Division Naresh Ramoutar • Project ManagerDarryl Ramnarine • Manager- Oilfield Division Paul Worswick • I. T. ManagerJean Paul Rostant • Sales Manager

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ouR GRouP’s PRoduCTs

Foodstuff Hardware NDT InspectionCitron Energy Drinks Armstrong Ceiling & Vinyl Floor Tiles Everest VIT InstrumentsDelavant Nougat & Sheet Flooring GE/Agfa Industrial X-Ray Film & ProcessorsDillon Candies Barama Plywood GE/Seifert X-Ray EquipmentGuylian Chocolates Decorative Light Fixtures Hocking Eddy Current Testing InstrumentsHershey’s Chocolates and Confectionary Harris Troweltex Krautkramer Ultrasonic InstrumentsLindt Chocolates Kronotex Engineered Flooring Magnaflux Inspection Equipment & ChemicalsMayberry - Baking Mixes, Seasoned Vegetables Laticrete Thin Sets & Cement Adhesives Seasoned Beans & Meat and Ready to eat Meals MDF Decorative Mouldings Personal CareMentos Confectionary Medium Density Fibre Board Anova Hand SanitizerMonster Milk Mercer Plastics Wall Bases Cheekies Disposable Diapers & Baby WipesOvaltine Milk Drink Minwax - Wood Stains Homedic Massage and Relaxation ProductsRichport Tuna Owa Ceilings Louis Phillipe Deodorants & FragrancesRichport Vegetable Oil Panel Fold Acoustical Partitions Odorono Deodorants & FragrancesRondoletti Wafers Plycem ® Cement Fibre Boards Statestrong Body Sprays & Air FreshenersSamyang Noodle Soups Shaw ® Carpets St. Ives Facial & Body CareSerge Island Peanut Punch & Egg Nog Sherwin Williams PaintsWalkers Shortbread Tate Access Floors Photographic

USG Gypsum Products Agfa Photographic Film & Disposable CamerasGrocery Items WB Doors Toshiba Memory Cards & Flash DrivesClorox Anywhere Spray Tura Black & White PaperClorox Bleach HousewaresClorox Disinfecting Sprays & Wipes Addis Plastics PrintingClorox Freshcare Arrow Plastics Agfa Graphic Arts Film, Paper,Clorox Readymop Calp Crystal Chemicals & EquipmentClorox Toilet Wand Chef Design Pressure Cookers Agfa/Ozasol Printing PlatesClorox 2 for Colours Corelle Dinner Ware Arets InksConnoisseurs Jewellery Cleaners Corning Ware Baseline Pre Press SuppliesEwbank Furniture Polish Culinaire Kitchen Utensils Day and Mac Dermid Printing Blankets1st Date Bath Soap Dema Ware Fuji CTP PlatesFormula 409 Evriholder Gadgets Komatex PVC SheetsGlad Cling Wrap French White Dinner Ware & Accessories Komalu Composite Aluminum sheetsGlad Food Storage Bags Gladware Containers & Ovenware Macdermid Flex-Light PhotopolymerGlad Force Flex Bags Homz Stabletable Ironing Boards Plates & SolventsJ-Bloc Toilet Deodorizers Judge Cookware Printing Paper -Art, Bond, Cover Board,Krystal Candles Kaballa Acrylic Glasses Index, NCRLestoil Heavy Duty Cleaner O’Cedar Brooms & Brushes Star-Flex Banner MaterialLiquid Plumr Oneida Flat & Hollow WareMaster Wrap Foil Progressive Gadgets ConstructionO’ Cedar Brooms & Brushes Pyrex Ware Interior contracting services in the installationOzon Disinfectants Rayware Glassware & Flatware of floorings, bulkheads, partitioningsOzon Dishwashing Liquid Sunbeam Small Appliances and ceilingsOzon Laundry Detergent Ultra Soft Toastess Small AppliancesOzon Liquid Laundry Detergent Fab Soft Vileda MopsOzon Poweractive Laundry Detergent Wilton Bakeware & Cake Icing AccessoriesOzon Toilet Bowl CleanerProtox Insecticide LiquorProtox Mosquito Coils & Mats Deinhard Medium Dry Sparkling WineRevive Instant Starch Henkell Trocken Sparkling WinesStain Out Guylian Paraliné Cream LiquerSupro Pine OilSylvania - Light Bulbs Medical & HealthTilex Cleaners Agfa Medical Film & Equipment Tisu Paper Products Agfa Drystar Printers & CR DigitizersTom Smith Christmas Crackers B. Braun Medical EquipmentUltra Soft Fabric Softeners Fujinon Endoscopy SystemsWhite Cloud Paper Products Homedics Health Care and

Weight Management

aGosTInI MaRkeTInGDistributors for the past 83 years of a wide range of products and services as noted below:

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(Continued) ouR GRouP’s PRoduCTs

aGosTInI PHaRMaCeuTICal lIMITed One of Trinidad’s leading Pharmaceutical Distribution Companies with over 55 years service to the community. Our products include:

BAYER SCHERING PHARMA NOVARTIS PHARMA SANOFI AVENTISFertility Control Antiepileptic Cadiovascular/ThrombosisOncology Hypertension Hormones and SubstitutesEndocrinotherapy Anti-Fungals Central Nervous SystemDermatological Preparations Anti-Inflammatory AnalgesicsDiagnostics and Contrast Media Hormone Replacement AntiepilepticsAnti-Infectives Alzheimer’s Oncology (Cancer)Diabetes Transplantation Sleep Inducing Agent

Cancers (Breast & Leukemia) DiabetesBAYER CONSUMER/MK OsteoporosisPHARMACEUTICALS NOVARTIS CONSUMER Anti HistaminesMulti-Vitamins/Vitamins - ‘Redoxon’ Cough & Flu Preparations - ‘Comtrex’ AntacidsAnti-Infectives Anti-Inflammatory Gels - ‘Voltaren’ Cough SuppressantAnti-Fungals Anti-Fungals - ‘Lamisil’

Fibre Supplements - ‘Benefiber’ VIFORELI LILLY Laxatives Iron TabletsAnti-Infectives Nasal Decongestants Iron InjectablesDiabetes Iron Oral SuspensionsOsteoporosis NOVARTIS – CIBA VISIONAnti-Depressants Contact Lenses WYETH PHARMAErectile Dysfunction Lens Care Solutions Anti-InfectivesHormones Vitamins - ‘Trihemic’/’Materna’Cancer and Speciality Care RANSOM Vaccines

Analgesics Anti-DepressantsH. E. DANIELSConcentrated Oils ROCHE PHARMA WYETH CONSUMER

HIV/AIDS Treatments Multi-Vitamins - ‘Centrum’LEO PHARMA Anxiety Calcium Supplements - ‘Caltrate’Anti-Fungals Anti-Obesity - ‘Xenical’ OsteoporosisDermatological Preparations Anti-Virals/Retrovirals

Anit-Infectives WYETH NUTRITIONALBlood Formation & Coagulation Infant FormulaAnti-Hypertensive Follow-on FormulasSevere Acne & EczemaHepatitis C ZLB BEHRINGTransplantation ImmunoglobinsSleep Inducing Agents Critical Care ProductsSpeciality Care Treatments Albumin Solutions

Antihaemophilc Factors

aGos ManufaCTuRInG lTd100% owned, Agos commenced operations in 1970 and is a manufacturer of a modern range of fluorescent recessed and surface-mounted lighting fixtures. Its major market arein North America and Caricom.

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ouR GRouP’s PRoduCTs (Continued)

HILTI FORTA CORPORATION SIKAAbrasive Grinding & Cutting Systems Synthetic Fibre for Concrete Concrete Repair MotarsBits Reinforcement Structural EpoxiesChisels GroutsConstruction Chemicals Garret Joint SealantsDiamond Coring & Cutting Systems Metal Detectors Concrete AdmixturesDrills Bonding AgentsMechanical & Chemical Anchoring Systems GLOCK Epoxy Floor SystemsPowder Actuated Fastening Systems Semi - Automatic Pistols & Chemical AnchorsScrews Fastening Systems Accessories Structural Strengthening SystemsLaser Measuring Systems

GREENSTREAK STREAMLIGHTATK ALLIANT TECH SYSTEMS PVC, Hydrophilic and Rubber FlashlightsCCI - Blazer Ammunition Waterstops, FormlinersFederal - Ammunition STRIKE HOLDOuters - Gunslick Gun Care Products HITEC/MAGNUM Cleans, Lubricates & ProtectsSpeer - Gold Dot Ammunition Sports and Casual ShoesSpeer ® Lawman Ammunition Uniform Footwear SPYDERCO

Safety Footwear Fixed & Folding Blade KnivesAQUAFIN Tactical Uniform and Apparell Knife SharpenersCementatious Waterproofing ProductsCrystalline Waterproofing Products ITW RESIN TECHNOLOGY THE J. D. RUSSELL CORepair Motars Decorative Epoxy Floor Coatings Bitumin Impregnated Fibreboard

Chockfast Epoxy Grouts Joint Filler MaterialBSA Chemical Resistant CoatingsAir Guns Anti Slip Coatings VICTORINOX-SWISS ARMY

Escoweld Epoxy Grouts Pocket KnivesCARLISLE COATINGS & WATERPROOFING WatchesConcrete Waterproofing Systems LASERMAX Pocket ToolsConcrete Deck Coatings Laser Sighting Devices Kitchen and Professional KnivesWaterproofing MembranesBentonite Clay Waterproofing Systems MONADNOCK WENGER-SWISS ARMYEcostar Roofing Tiles Batons Pocket KnivesRoof Garden Systems Police Equipment Watches

CROSSFIRE MOSSBERG W. R. MEADOWSSafety Eyewear Shotguns Form Release Agents

Joint SealantsDE SANTIS ORICA EXPORT Joint Filler MaterialAccessories Blast Design & Consultative Services Concrete Curing CompoundsBelts Explosives Chemical DensifiersHolsters Concrete Sealers

POINT BLANK Chemical AnchorsEUCLID CHEMICAL COMPANY Body ArmourConcrete Curing Compounds Bullet Proof Vests ZIPPOConcrete Sealers LightersConcrete Admixtures PROTECTIVE OPTICS/WILEYConcrete Repair Mortars EyewearStructural EpoxiesGrouts RUGERJoint Sealants Semi - Automatic PistolsBonding Agents RiflesEpoxy Floor SystemsChemical Anchors SIG

Automatic RiflesFOBUS Semi-Automatic PistolsHolsters & Pouches

aGosTInI’s fasTenInG sYsTeMs Agostini’s Fastening Systems specializes in the sale of the Hilti Tools and Fastening Systems, Construction Chemicals, Small Arms and Explosives. Their major products being:-

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(Continued) ouR GRouP’s PRoduCTs

RosCo PeTRoavanCe lIMITed Rosco Petroavance Limited is an Oilfield and Hydraulic equipment and supplies company, which has served those industries for more than 50 years. Their major products include:-

BAIRD FAIRBANKS PACCAR WINCH DIVISIONPump & Rod Accessories Gate Valves Braden, Carco and GearmaticRelief Valves and Regulators Globe Valves Hydraulic Winches and HoistsSafety Tools Swing Check Valves

PBV-USABALON FREIDRICH LEUTERT Ball Valves (Floating Trunnion)Ball Valves Pumping Well Dynamometers Check ValvesCheck ValvesNeedle Valves HARBISON FISCHER RAM GEAR

Pumps and Accessories Pumping Unit Spares for allBRONCO Sub Surface Sucker Rods leading brandsEquipment SuppliesOil Drilling and Production HERCULES HYDRAULICS R & M ENERGY SYSTEMS

Hydraulic Seals and “O” Rings Hercules: Pumping AccessoriesCHARLYNN Moyno: Progressive Cavity PumpsHydraulic Motors HYDRADYNE HYDRAULICS

Commercial Intech Hydraulic SPX POWER TEAMDBI/SALA Components and Spares High Pressure Hydraulic Tools and Confined Space Equipment Special Service Equipment for the Fall Protection Experts OIL STATES Construction Oilfield, Automotive andFall Protection Systems Marine Pipeline Services Manufacturing IndustriesHarnesses Offshore Construction EquipmentLanyards Offshore Cranes STREN

Oilfield Elastomers Gas Separator ProductsDSI Sand ControlGate Valves OILWELL HYDRAULICSGlobe Valves Hydraulic Subsurface Pumping Systems VARIOUS MANUFACTURERSSwing Check Valves Pumping Well Components

OTECO Rod String ComponentsEATON Gate/Pressure relief Valves Rod CouplingHydraulic Pumps Pressure Gauges Sucker RodsMotors and Components Rig Hardware

VICKERSECHOMETER OMFB Hydraulic Pumps, Motors andFluid Level Testing European ISO and UNI Standards ComponentsWell Testing Equipment Hydraulic Pumps, Motors and Mobile

Hydraulic AccessoriesTruck Power Take Offs

fasTenInG & buIldInG sYsTeMs lTd (GuYana)100% owned, Fastening & Building Systems Limited commenced operations in Georgetown, Guyana in September 1994. The company is the distributor in Guyana for Hilti Tools and Fastening Systems, as well as Agfa Graphic Arts Products.

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Hand aRnold (TRInIdad) lIMITedOne of Trinidad’s leading distribution companies for the past 88 years.Products include:-

ouR GRouP’s PRoduCTs (Continued)

CigarsBolivarCohibaGuantanamerasH. UpmannHoyo de MontereyJose I PiedraMonte CristoOlivaParatagasPunch PunchRomeo Y Julieta

FoodstuffAnchor ButterAnchor CheeseAngostura SaucesChesdale Cheese SlicesClayton’s Kola TonicCremora Non Dairy CreamerEggo Pancake SyrupEggo WafflesFive Roses FlourHeath & Heather Herbal TeasHeinz Baby Foods & JuicesHeinz CondimentsHeinz PicklesHeinz Tomato JuiceHeinz Tomato KetchupHeinz VinegarHonig PastaHorlicks DrinksJ.F. Mills Cake Mixes

Foodstuff (Continued)Kelloggs CerealKlim Growing Up MilkKlim Powdered MilkLucozade Energy DrinksMainland CheeseNew Zealand Cheddar CheeseRibena Health DrinksRonzoni PastaSoy Fresh Soy MilkTabasco SauceTyphoo TeasZephyrhills Spring Water

Grocery Items123 Laundry Detergent3M GlovesArmor All Car Care ProductsBrita Filters and JugsDouble Duty Garbage BagsFlash InsecticideFresh Step Scoop Cat LitterGrab ‘N’ Go Garbage BagsKingsford CharcoalKlene BleachPedigree Dog FoodPine-Sol DisinfectantSanikare InsecticideSanikare Mosquito CoilsSanikare Toilet Bowl CleanerScotchbrite ProtectorsScotchbrite Sponges etc.Spectrum InsecticideSTP Car Care Products

Grocery Items (Continued)Whiskas Cat FoodXennair Air FreshenerXennol Disinfectant

Kitchen AccessoriesAnchor Hocking Glass WareAnchor Hocking Serve WareAnchor Hocking Storage Ware Fire King Bake WareHandi Foil Formed FoilSterilite Food ContainersSterilite Kitchen AccessoriesSterilite Storage UnitsTfal Cook/Bake WareThermos FlasksThermos Soft Coolers

LiqueursAmarulaBolsCointreauGillianoPassoaPonche KubaTuaca

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I n v e s t I n g f o r g r o w t h 5 9I n v e s t I n g f o r g r o w t h 5 9

(Continued) ouR GRouP’s PRoduCTs

Medical & HealthAndrew’s SaltsBells O.T.C.’sBenjamin’s O.T.C.’sBreathe Right Nasal StripBSN DresingsCafenol Pain KillersEno’s SaltsJobst Compression StockingsJobst Support GlovesOasis Sterilising TabletsPanadol Pain KillersPfizerSmith & Nephew DressingsTums

Personal CareAquafresh ToothbrushesAquafresh ToothpasteBadedas Shower GelsBan DeodorantsBiore Skin CareBlack & Beautiful Hair CareBody CollectionBrylcreem Hair Grooming Curel Skin Care Denodyl ToothpasteDrula Skin CareJergens Skin CareJohn Freida Hair CareKlassy Hair CareOdyl ToothbrushesPalmers Cocoa ButterPalmers Hair Care

Personal CarePalmers Skin SuccessPrinces By Nature Hair KitsRadox Hand WashRadox Shower GelsRuplas CombsSensodyne ToothpasteSweet Emotions Body SpraysSweet Emotions DeodorantsVitale Hair Care Products

Scotch WhiskyBowmore Single MaltBunnahabhain Single MaltGrant’s Laphoaig Single MaltTamdhu Single MaltTeachersThe Famous GrouseThe Macallan Single Malt

SpiritsBeehive Brandy Bottega Grappa Cles des Ducs ArmagnacDon Eduardo TequilaFinlandia VodkaHerradura TequilaJim Bean BourbonLarios GinMetaxa OuzoMount Gay RumPravda VodkaRemy Martin Brandy

SpiritsVox VodkaWoodford Reserve Bourbon

WinesAlmadenBanrock StationBarosa Valley EstateBlackstoneBlue NunBollaCalvetCarmenClos du BoisInniskillinJaffelinPiper-Heidseick ChampagneRevens WoodSanta AnaSimiStowellsVirgin VinesWarres Port

Hand aRnold (TRInIdad) lIMITed (Continued)One of Trinidad’s leading distribution companies for the past 88 years.Products include:-

MeCaG llC TRadInG as MobeRn lIGHTInG (usa)Manufacturerers and Distributors of lighting products in the North East USA for more than 50 years.

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GRouP InfoRMaTIon

2008 CoMPanY / dIvIsIon of THe YeaR Personal Care/House Wares Division of Agostini Marketing

Susan Montano, Director of Agostini Marketing’s Personal Care/House Wares Division receives the award from Group Chairman, Joe Esau

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I n v e s t I n g f o r g r o w t h 6 1I n v e s t I n g f o r g r o w t h 6 1

Geoffrey Agostini (r) receives his 45 year award from Group Chairman, Joe Esau

2008 lonG seRvICe awaRd ReCIPIenTs

5 YeaRs 10 YeaRs 15 YeaRsAgostini Marketing Agostini Marketing Agostini MarketingMarissa Bain Richardson Baptiste Sharon Gunness-BalkissoonLisa Balroop Charlene Belasco Selene MorufAndre Butcher Ann Rose Christopher Judith PranCourtney Francis Joseph Dindial Wayne SankarChantelle Phillip Kenneth Edwards Fareen WalkerRhonda Robley Annette Mc Donald

Roshnee Mohammed Agostini Pharmaceutical LtdAgostini Pharmaceutical Ltd Selwyn Mohammed Menelik EyeadelrosiyhiaWaheeda Abdool Dave Pran Norbert MitchellHassan Ali Sharon PreitoRoger Chandler Susan Ribeiro Agostini’s Fastening SystemsRakesh Poonan Joseph Teixeira Peter FullerAron Ramlakan Gordon WildmanSean Joseph 25 YeaRs

Agostini’s Fastening Systems Agos LightingAgos Lighting Rickie Geeban Earl SargeantBarbara Jane Attim Roger Smith

Agostini Pharmaceutical LtdRosco Petroavance Ltd Rhonda Garcia 30 YeaRsSudan Seerattan Agostini Marketing

Carmen ChimmingPaul Harris

45 YeaRsAgostini’s LimitedGeoffrey Agostini

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2008 lonG seRvICe awaRd ReCIPIenTs (Continued)

Back row (L - R) 25 year awardees: Earl Sargeant (Agos Lighting) and Roger Smith (Agos Lighting). 30 year Awardee, Paul Harris (Agostini Marketing)

Front row (L - R) Award presenter Geoffrey Agostini with 30 year Awardee: Carmen Chimming

Back row (L - R) 15 year awardees: Peter Fuller (Agostini’s Fastening Systems), Wayne Sankar (Agostini Marketing) Presenter Shodan Mahabir, Norbert Mitchell (Agostini Pharmaceutical Ltd.) and Menelik Eyeadelrosihia (Agostini Pharmaceutical Ltd.)

Front row (L - R) 15 year awardees: Selene Moruf (Agostini Marketing), Sharon Gunness-Balkisoon (Agostini Marketing) and Fareen Walker (Agostini Marketing)

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Page 66: Table of ConTenTs - Agostini's Limited 2008.pdf · InvestIng for growth 1 Invest I ng for growth 1 Table of ConTenTs Mission Statement Inside Cover History of Agostini’s 2 - 3 Subsidiaries