contents · the level of profit after taxation and appropriate reserve needed for operational...

43
CONTENTs Contents Board of Directors Senior Management Chairman’s Review Annual Report Corporate Governance Report Secretary’s Certificate Auditors’ Report Financial Statements Notes to the Financial Statements 1-2 3-4 5-8 9-12 13-15 16 17 18-21 22-42

Upload: others

Post on 01-Apr-2020

3 views

Category:

Documents


0 download

TRANSCRIPT

Page 1: Contents · the level of profit after taxation and appropriate reserve needed for operational activities. Directors always recommend dividend distribution only after satisfying the

CONTENTsContents

Board of Directors

Senior Management

Chairman’s Review

Annual Report

Corporate Governance Report

Secretary’s Certificate

Auditors’ Report

Financial Statements

Notes to the Financial Statements

1-2

3-4

5-8

9-12

13-15

16

17

18-21

22-42

Page 2: Contents · the level of profit after taxation and appropriate reserve needed for operational activities. Directors always recommend dividend distribution only after satisfying the

BOARD OFDirectors

1 082008 Annual Report

Mr Clency Leal C.B.E - Chairman

Mr Virrsingh Ramdeny

Mr Bernard Rochecouste Collet

Mr Gervais Blackburn

Mr Gérald Lincoln

Page 3: Contents · the level of profit after taxation and appropriate reserve needed for operational activities. Directors always recommend dividend distribution only after satisfying the

BOARD OFDirectors

2 082008 Annual Report

Mr Vivian Serret

Mr Christian Ferrière

Mr France Ducasse

Mr Jean-Marie Grégoire

Mr Arnaud Leal

Mr Eric Leal

Page 4: Contents · the level of profit after taxation and appropriate reserve needed for operational activities. Directors always recommend dividend distribution only after satisfying the

SENIORManagement

3 082008 Annual Report

Mr Neemalen GopalIT Cluster Director

Mr Vivian SerretDeputy CEO

Mr Eric LealCEO

Mr Didier JauffretExecutive Director

Leal Equipements Cie Ltée

Mr Yousouf RehmallyCFO

Page 5: Contents · the level of profit after taxation and appropriate reserve needed for operational activities. Directors always recommend dividend distribution only after satisfying the

SENIORManagement

4 082008 Annual Report

Mr Noel MarionCOO - Car Rental

Mr Christian FerrièreCOO - After Sales Service

Mr François GelléCOO - Parts & Distribution

Mr Louis-Philippe GuéhoCOO - Renault Sales

Mr Michael CareyCOO - BMW Sales

Page 6: Contents · the level of profit after taxation and appropriate reserve needed for operational activities. Directors always recommend dividend distribution only after satisfying the

CHAIRMAN’SStatement

5 082008 Annual Report

CHAIRMAN’S STATEMENT

Dear Shareholders,

For the financial year ending 30 June 2008, Leal & Co. Ltd and its subsidiaries have experienced good growth and improving profitability.

In spite of soaring prices of commodities and oil which have been a cause of concern at the macro economic level, we have been able to build on our several key activities to increase our benefits from the yet growing economy. The increased stability of the local Forex market has also been to our benefit.

The Board is proud to report positive results again this year with a growth of 84% in Group Profit before tax, that is a profit of Rs.90M.

Overview of IT Cluster

The turnover of the IT cluster has increased by 15% compared to the preceding financial year and the profitability has increased significantly.

At LCI, our retail IT arm, numerous new developments occurred during the year, impacting positively on our results, namely:

- Our first Ishop was launched at the new Caudan Waterfront building;- Our appointment as Microsoft Named Partner;- Our new BPO activities, focusing on high value added services.

Thanks partly to all those continuous developments, the profits of LCI reached their highest level ever.

DistriPC, our wholesale IT arm, had also a turnover growth of 20% during the financial year. Future prospects for this company are bright since DistriPC has been appointed, as from the 1st December 2008, as Regional Master Distributor of Microsoft Ltd for nine territories, including some French Dom-Tom countries. In line with this appointment, DistriPC will be merged with Elytis Ltd, our software wholesale company, in the course of next financial year.

A new joint venture called CiSolve, was launched during the financial year to cater for the IT system integration and development business. This is a logical step forward in our IT cluster development and we are glad to report local and offshore business prospects look already very promising.

Our subsidiary, SARL Solinfo, which manages two IT retail outlets in Réunion Island, still needs to improve drastically its performance and profitability.

Overview of Engineering Cluster

Local market conditions have been very difficult due to changes in shareholding profile of some competitors and to an unfavourable exchange rate differential between the Euro and USD. However, dynamic consolidation of our activities has enabled us to increase profitability and turnover of our cluster.

Future prospects in 2008-2009 look promising as we are maximising the potential of our different products and markets

Mr Clency Leal C.B.E

Page 7: Contents · the level of profit after taxation and appropriate reserve needed for operational activities. Directors always recommend dividend distribution only after satisfying the

CHAIRMAN’SStatement

6 082008 Annual Report

Overview in the Automobile market

We are pleased to report the automobile market continued its growth in 2007 and throughout 2008. The total new car market in 2007 at over 6200 units reached a new record ever, only beaten by what looks like a very promising 2008 with units sales probably totalling over 7400 units.

During the financial year, we were able to maintain our position as number three in terms of sales of passenger vehicles. BMW sales have risen slightly compared to financial year 2006 to 2007 and Renault sales have decreased slightly.

Overall, with the appreciation of the Euro compared to the Yen and US Dollar, the main currencies in which new cars are imported in Mauritius, the Japanese brands have been able to strengthen their sales volume and leadership in the medium and low price brackets, the premium sector remaining the stronghold of German brands.

Among the Japanese brands, Toyota Mauritius which has replaced Beechand & Co. Ltd as Toyota Importer had the most impressive growth: from 329 sales of cars in 2006 to 574 in 2007.

Sales of passenger cars by Dealer – Calendar year 20071 ABC MOTORS 6042 TOYOTA MAURITIUS 5743 LEAL & CO. LTD 4834 EAL MAN HIN & SONS LTD 4825 IFRAMAC 4736 AXESS 4077 IMC 2698 ALLIED MOTORS 172

Sales of passenger cars by Brand – Calendar year 20071 NISSAN 6042 TOYOTA 5743 HONDA 4824 MITSUBISHI 3185 HYUNDAI 2686 BMW 2377 RENAULT 2138 MAZDA 1459 SUZUKI / MARUTI 13310 VOLKSWAGEN 13111 MERCEDES 9912 CHEVROLET 7613 PROTON 7414 CITROEN 5515 PEUGEOT 4916 FORD 4617 KIA 4318 AUDI 4119 MINI 3320 ALFA ROMEO 19

Page 8: Contents · the level of profit after taxation and appropriate reserve needed for operational activities. Directors always recommend dividend distribution only after satisfying the

CHAIRMAN’SStatement

7 082008 Annual Report

BMW - Continued leadership

Our BMW sales peaked at its highest level, save for 2004 when there was a deal for the transport of guests at a United Nations Conference. In 2007, BMW was also, for the third consecutive year, the worldwide leader in the Premium segment ahead of its traditional competitor, Mercedes Benz.

The X6 has been successfully launched and, by end of June 2008, the waiting list worldwide and in Mauritius reached records at BMW. The SUV offer at the BMW Group will be reinforced in the next 24 months by the arrival of the BMW X1 and a 4x4 MINI.

Porsche was introduced in Mauritius by ABC Group during the financial year to compete against BMW. Porsche is a mid-size competitor of BMW that sells more than one hundred thousand vehicles per year. In developed markets, with models such as the Boxster and Cayenne, they usually compete with the BMW Z4 and X5 at similar prices.

Renault – Strong Megane sales

Sales in the financial year have consisted mainly of the Megane as we are only just starting to enter the new product offensive of Renault. Some Logan were sold but supply was very difficult to put in place for this very successful model that has only just started to be built in right hand drive. Overall, sales were down due to the limited vehicle range.

In the financial year 2008 to 2009, the new Renault Laguna, Koleos and Sandero will be launched locally.

In the year 2009 to 2010, many promising products will be launched by Renault.

Re-launch of United Motors

Our subsidiary company, United Motors Ltd, has signed an agreement to launch Great Wall Motors (GWM) in Mauritius. GWM has been the leader in pick-up sales in China for the last ten years. The investment in factories at GWM is highly impressive and we have been very impressed by their professionalism. We are confident that this new project in the pick-up segment will be highly successful.

Group Strategy

In the last financial year, the group has started to reap the benefits of its regional strategies and policies. With additional responsibilities given to us by our principals, our regional perspective has even more potential for growth in 2008-2009.

All entities of the group have embarked on the appropriate restructuring and consolidation plans to adapt to the new areas of potential growth in the future.

More than ever, high quality sales and service throughout our group remain our main strength.

The rest of my report now comprises

• Our Performance Review • Shareholders’ Returns • Our People • Our Directors

Page 9: Contents · the level of profit after taxation and appropriate reserve needed for operational activities. Directors always recommend dividend distribution only after satisfying the

CHAIRMAN’SStatement

8 082008 Annual Report

Performance Review

The Leal Group maintained its growth in most sectors last year reaching a Group Profit before tax of Rs.90M which represent a growth of 84%. Our Group turnover has increased by 19.5% and Return on capital employed stands at 22% as compared to 17% last year.

Those key performance indicators clearly demonstrate that the Group is performing well.

Shareholders’ Returns

Following the issue to all shareholders of 100% bonus shares in 2007-2008 and a right issue, our capital has grown to Rs. 204,980,800.

We have still managed to pay a dividend of 10% to all our shareholders in the financial year, dividends totalling thus Rs. 20,478,090. instead of Rs. 9,092,480. in 2006-2007.

We will strive to continue achieving such results so that shareholders are fairly remunerated.

Our People

Our thanks and appreciation go to all our people in each and every single company who spared no efforts to achieve and even exceed their budgets and who invested much of their time in improving and developing our markets.

We shall continue our efforts to provide to every single employee the necessary opportunities, environment and training in order to improve his skills and remuneration.

Our flexible and creative Management team has proved that they can make the most of changing market conditions. We wish to thank them for their hard work.

Our Directors

We also extend our thanks to our Directors that have helped us through all the changes the company has undergone and its expansion. Their help was invaluable in achieving our targets.

Thank you for your continued support.

Clency LEAL, C.B.E.Chairman

Date: 05 December 2008

Page 10: Contents · the level of profit after taxation and appropriate reserve needed for operational activities. Directors always recommend dividend distribution only after satisfying the

annualReport

9 082008 Annual Report

Annual Report

The directors of the company have much pleasure in submitting herewith their annual report of the group and of the company for the financial year ended 30th June 2008.

Review of Business

The parent company is engaged in the distribution and sale of Motor vehicles and associated products, including a car rental activity. The subsidiaries are engaged in the IT sector, the Heavy machinery sector and the Tourism sector.

Major Events- Our subsidiary company namely United Motors Ltd has signed an agreement with Great Wall Motors to represent GWM brand of vehicles in Mauritius

- The creation of a new joint venture to form CiSolve International a company engaged in the IT System integration and development business

Results

The Board of Directors is pleased to announce a profit before tax of Rs 64M for the year under review. The Group profit before tax stands at Rs 90M.

Dividend

The company’s objective is to provide value to its shareholders. Dividends are proposed and paid after taking into account the level of profit after taxation and appropriate reserve needed for operational activities.Directors always recommend dividend distribution only after satisfying the Solvency test.A total dividend of Rs 20,478,080 was declared for the year ended 30 June 2008.

Shareholders Structure

Major shareholders of the company at 30 June 2008 No. of shares owned % HoldingsSociété Clency Leal 922,899 45.02Mr Eric Leal 511,690 24.96Valourous Holdings 222,115 10.84Anglo Mauritius Assurance Society Ltd 103,489 5.05Michael Leal Ltd 75,670 3.69 Others 213,945 10.44

Page 11: Contents · the level of profit after taxation and appropriate reserve needed for operational activities. Directors always recommend dividend distribution only after satisfying the

annualReport

10 082008 Annual Report

Corporate Information

Directors Holding : Clency Leal, C.B.E (Chairman)Office as at 05 December 2008 Eric Leal (C.E.O.) (Full time) Vivian Serret (Deputy C.E.O.) (Full time) Bernard Rochecouste-Collet Gervais Blackburn (Resigned on 14 July 2008) Gérald Lincoln (Resigned on 31 January 2008 and Reappointed on 20 February 2008) Virrsingh Ramdeny France Ducasse Christian Ferrière (COO – After-sales Dept) (Full time) Jean-Marie Grégoire Arnaud Leal (Appointed on 08 January 2008) All Directors who are employed on a full time basis, are employees of the company and earn a basic salary plus a commission on profit.

Secretary : Abax Corporate ServicesRegistered Office : Motorway M1 Pailles Mauritius Telephone: 207 2400, Fax: 286 4717 Email: [email protected] : Lamusse Sek Sum & CoBankers : The Mauritius Commercial Bank Ltd State Bank of Mauritius Barclays Bank PLC Bank One Ltd Mauritius Post & Cooperative Bank Ltd Bank of Baroda AfrAsia Bank LtdInsurers : The Anglo-Mauritius Assurance Sty Ltd Swan Insurance Co Ltd

Statement of Director’s Responsibility

Company law requires the directors to prepare financial statements for each financial period which present fairly the financial position, financial performance and the cash flows of the Company. In preparing those financial statements, the directors are required to:

- Select suitable accounting policies and then apply them consistently;- Make judgments and estimates that are reasonable and prudent;- State whether International Financial Reporting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and- Prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors confirm that they have complied with the above requirements in preparing the financial statements.

The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the

Page 12: Contents · the level of profit after taxation and appropriate reserve needed for operational activities. Directors always recommend dividend distribution only after satisfying the

annualReport

11 082008 Annual Report

Mauritian Companies Act 2001. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Organisation Structure

LEAL & CO LTDSUBSIDIARIES HOLDING ASSOCIATES HOLDINGLeal Communications & Informatics Ltd 90 % Pharmacie Nouvelle Ltée 33.38%United Motors Ltd 100 % Elytis Ltd 50 %Leal Equipement Cie Ltée 75 % Exclusive Island Ltd 25 %Société Clency & Patrick Leal 90.9 % Luxury Automobiles Co Ltd 50 %SARL Solinfo 100 % CiSolve International Ltd 40 %Distripc Ltd 100 % Leal Logistics & Shipping Ltd 91.79 %

Directors Remuneration

Remuneration and benefits including bonuses and commissions received / receivable: 30.06.08 30.06.07The CompanyLeal & Co Ltd Full time Directors 18.8 11.6Others 7.0 5.4 Remunerations and benefits paidto full time Director of subsidiaries:Leal Communications & Informatics Ltd Full time Director 4.7 3.7 Leal Equipements Cie Ltee Full time Director 4.2 3.4

Related Party Transactions

For related party transaction, please refer to note 26 of the financial statements.

Attendance of Directors

Board Meetings 03-Jul-07 29-Aug-07 11-Dec-07 20-Feb-08 05-May-08 TOTALClency Leal X X X X 4Bernard Rochecouste Collet X X X X X 5Eric Leal X X X X X 5Vivian Serret X X X X X 5Gerald Lincoln X X X X 4Virrsing Ramdeny X X X X 4Gervais Blackburn X 1Jean Marie Gregoire X X X X 4(Appointed on 04 May 2007)France Ducasse X X X X X 5Christian Ferriere X X X X X 5Arnaud Leal X X 2(Appointed on 08 Jan 2008)

Page 13: Contents · the level of profit after taxation and appropriate reserve needed for operational activities. Directors always recommend dividend distribution only after satisfying the

annualReport

12 082008 Annual Report

Financial Statements and Auditors’ Report

The financial statements of the company for the year ended 30 June 2008 are set out on pages 18 to 42. The auditors’ report on these financial statements is on page 17.

Donations

The total donations during the financial year amount to Rs. 1,423,292. This amount includes Rs. 50,000. as donation to political parties.

Audit Fees

The Auditors, Lamusse Sek Sum & Co. are being recommended to continue in office for the forthcoming year. The fees paid to auditors and other services are as follows:

FEES PAID TO AUDITORS AUDIT FEES RS OTHER SERVICES RS TOTAL RSLAMUSSE SEK SUM & CO Leal & Co Ltd 255,000. 45,000. 300,000.Subsidiaries 200,500. 41,500. 242,000.GRANT THORNTON Leal & Co Ltd - 1,240,000. 1,240,000.Subsidiaries 76,000. 373,750. 449,750.

ConclusionThe Board of Directors would like to express its gratitude to all staff and Management team for their dedication and Shareholders for their valuable support. The Board is confident that the coming year will further contribute to the consolidation of our group and company.

ERIC LEAL CHRISTIAN FERRIEREDirector Director

Date: 05 December 2008

Page 14: Contents · the level of profit after taxation and appropriate reserve needed for operational activities. Directors always recommend dividend distribution only after satisfying the

CORPORATEGouvernance

13 082008 Annual Report

Statement on Corporate Governance

Corporate Governance is a system which ensures the proper running of a company and at the same time enhances the interaction between Senior Management, its board, its shareholders and all other stakeholders.

The Board of Leal & Co Ltd is fully committed in achieving and maintaining the highest standards of Corporate Governance and is proud to announce compliance with the recommendations of the code of Good Corporate Governance.

Major ShareholdersThe major shareholders of the company holding more than 5% shares in the company as at 30 June 2008 are as follows:

No. of shares owned % HoldingsSociété Clency Leal 922,899 45.02Mr Eric Leal 511,690 24.96Valorous Holdings Ltd 222,115 10.84Anglo Mauritius Assurance Society Ltd 103,489 5.05

ResponsibilityThe Board, in the Management of the Affairs of the company lays particular emphasis on sound financial and commercial reporting in order to ensure transparency and integrity of financial results.

Dividend PolicyThough the company does not have a standard dividend policy, the aim of the Board is to provide to our shareholders a fair return on their investment.For the year under review, a dividend of Rs 20,478,080. was paid.

The Board of DirectorsThe Board comprises of 10 directors with 7 non-executive directors.Chairperson : Mr Clency LEAL C.B.E Executive directors : Mr Eric Leal Mr Vivian Serret Mr Christian Ferrière Non Executive directors : Mr Arnaud Leal Mr Virrsing Ramdeny Mr Gervais Blackburn (Resigned on 14.07.08) Mr Bernard Rochecouste-ColletIndependent directors : Mr Jean-Marie Grégoire Mr France Ducasse Mr Gérald Lincoln

There is a clear separation of the roles of the Chairman and the Group Chief Executive. The Chairperson leads the Board whereas the Group Chief Executive has the day-to-day management responsibility of the Group’s operation, implementing the strategies and policies agreed by the Board.

Page 15: Contents · the level of profit after taxation and appropriate reserve needed for operational activities. Directors always recommend dividend distribution only after satisfying the

CORPORATEGouvernance

14 082008 Annual Report

Corporate Governance CommitteeThe Corporate Governance Committee comprises of four non-executive directors, 3 of whom are independent including the chairperson.Chairperson : Mr Jean Marie GrégoireMembers : Mr Clency Leal C.B.E Mr France Ducase Mr Gerald LincolnThe committee’s role and responsibilities is mainly to ensure adherence and implementation of the Code of Good Corporate Governance. It is also responsible for the remuneration policy of the Group.

The Corporate Governance Committee met 4 times this financial year. The main areas covered were:- Review of dividend policy - Review of remuneration policy and standardization of salaries as far as possible.

For the year ending 30 June 2008, the Corporate Governance Committee has confirmed that the Company has strictly adhered to the Code of Conduct as set out in the Corporate Governance Charter.

Audit Committee The Audit Committee consists of 3 non-executive directors of which 2 are independent directorsChairperson : Mr Virrsing RamdenyMembers : Mr Jean Marie Grégoire Mr France Ducasse

The activities of the Audit Committee include the following:- Effectiveness and Independence of Internal Audit function.- Regular meeting with the Management team- Review and assessment of the external audit work- Appointment of External Auditors

The Audit Committee met 3 times during this financial year. The main areas covered were:- Review of Internal Audit Work- Establishment of formal review structure- Examination of Internal procedures

The Audit Committee has recommended that Lamusse Sek Sum & Co continues in office for the forthcoming year. The fees paid to auditors for the year under review were Rs 542,000. (Audit work Rs 455,500.; other services Rs 86,500.).

Corporate Social responsibilityThe Leal Group has again this year been very active in Corporate Social Responsibility activities:

1. Our EmployeesTwo main activities were undertaken during the financial year to improve the standard of living of all employees:(a) A special ICT Loan scheme was set up and all employees earning less than Rs 20,000. per month were granted a special loan to acquire a PC for their family under the scheme where the first Rs 2,500. was financed free of charge from the Leal Hardship Fund. In all, 45 employees availed themselves of this facility.

Page 16: Contents · the level of profit after taxation and appropriate reserve needed for operational activities. Directors always recommend dividend distribution only after satisfying the

CORPORATEGouvernance

15 082008 Annual Report

(b) Given the rising cost of living, the Group decided to review considerably the salaries of the staff at the lower end of the scale. All employees at the lowest level were granted increases in excess of 20%.

2. Our EnvironmentIn line with continuous efforts to improve the environment, several schemes have been launched namely:(a) Energy Saving Scheme(b) Security Scheme(c) Waste disposal SchemeAll employees participated actively in the elaboration and realization of these projects.

3. Our Customers / SuppliersThe Leal Group continues to maintain the highest Code of Ethics in dealing with customers and suppliers. Our main suppliers who audit us regularly have granted us the highest possible ranking this year again. Our congratulations go to all our staff for their continuous efforts in maintaining those very high standards.

4. Our Support ProgramsThis year again we have actively supported financially the following organizations:· Camp La Colle· Atelier Mo’zarWe are now actively working on a national project for next year.

5. Our GovernanceOnce more, we are proud to confirm that the Leal Group is an Equal Opportunity Employer where everyone is given equal opportunities to grow, develop and accede to higher posts irrespective of gender, race, colour and political belonging.

Strong adherence to Corporate Governance will, we believe, foster further our Group and ensure its continuous success.

JEAN MARIE GREGOIRE VIRRSING RAMDENYChairman – Corporate Governance Committee Chairman – Audit Committee

Date: 05 December 2008

Page 17: Contents · the level of profit after taxation and appropriate reserve needed for operational activities. Directors always recommend dividend distribution only after satisfying the

SECRETARY’SReport

16 082008 Annual Report

SECRETARY’S REPORTto be included in the Financial Statements of LEAL & CO LTDAS PER SECTION 166 (d) OF THE COMPANIES ACT 2001

We confirm that, based on the records and information made available to us by the directors and shareholders of the Company, the Company has filed with the Registrar of Companies, for the financial year ended 30 June 2008 all such returns as are required of the Company under the Companies Act 2001.

_______________________CORPORATE SECRETARY

Date: 05 December 2008

Page 18: Contents · the level of profit after taxation and appropriate reserve needed for operational activities. Directors always recommend dividend distribution only after satisfying the

AUDITORS’Report

17 082008 Annual Report

INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS

This report is made solely to the company’s members, as a body, in accordance with Section 205 of the Companies Act 2001. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditors’ report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Report on the financial statementsWe have audited the financial statements of Leal & Co Ltd and its subsidiaries (“the Group”) set out on pages 18 to 42 which comprise the balance sheets as at 30 June 2008 and the income statements, statements of changes in equity and cash flow statements for the year then ended and a summary of significant accounting policies and other explanatory notes.

Directors’ responsibility for the financial statementsThe directors are responsible for the preparation and fair presentation of these financial statements in compliance with the requirements of the Companies Act 2001 and 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.

Auditors’ responsibilityOur responsibility is to express an opinion on these 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 auditors’ 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 auditors consider internal control relevant to the Company’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 Company’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, 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 financial statements on pages 18 to 42 give a true and fair view of the financial position of the Group and of the company as at 30 June 2008, and of their financial performance and their cash flows for the year then ended in accordance with International Financial Reporting Standards and comply with the Companies Act 2001.

Report on other legal and regulatory requirementsCompanies Act 2001We have no relationship with, or interests in the Company or any of its subsidiary, other than in our capacity as auditors, tax and business advisers and dealings with the company and the Group in the ordinary course of business.We have obtained all information and explanations we have required.In our opinion, proper accounting records have been kept by the Company as far as it appears from our examination of those records.

LAMUSSE SEK SUM & CO A SEK SUM FCCAPUBLIC ACCOUNTANTS PARTNER Port LouisDate: 05 December 2008

Page 19: Contents · the level of profit after taxation and appropriate reserve needed for operational activities. Directors always recommend dividend distribution only after satisfying the

Balance Sheets

At 30 June 2008 THE GROUP THE COMPANY 2008 2007 2008 2007ASSETS NOTES Rs Rs Rs Rs NON-CURRENT ASSETS Property, plant and equipment (4) 472,867,315 395,709,972 371,994,871 306,457,867 Intangible assets (5) 11,287,424 12,394,776 4,128,000 4,816,000 Investments in subsidiaries (6) - - 55,116,968 47,844,368 Investments in associates (7) 103,574,227 69,971,402 43,864,444 30,143,289 Other investments (8) 1,549,088 1,270,250 65,000 65,000 Loan to related company 2,159,696 1,500,000 - - Deferred tax asset 27,721 42,771 - - 591,465,471 480,889,171 475,169,283 389,326,524 CURRENT ASSETS Inventories (9) 195,763,020 170,267,305 118,383,808 116,921,715 Trade and other receivables (10) 283,628,167 234,682,990 172,800,238 152,820,577 Cash at bank and in hand 23,235,189 10,713,754 13,309,402 1,130,252 502,626,376 415,664,049 304,493,448 270,872,544 TOTAL ASSETS Rs 1,094,091,847 896,553,220 779,662,731 660,199,068 EQUITY AND LIABILITIES EQUITY ATTRIBUTABLE TO EQUITY HOLDERS OF THE COMPANY Share Capital (14) 204,980,800 181,849,600 204,980,800 181,849,600 Share Premium 5,782,800 - 5,782,800 - Revaluation reserve 83,371,605 44,627,901 13,333,968 - Retained earnings 117,335,822 69,067,792 87,517,559 50,353,662 Equity holders’ interest 411,471,027 295,545,293 311,615,127 232,203,262 Minority interests (15) 11,872,918 8,941,874 - - TOTAL EQUITY 423,343,945 304,487,167 311,615,127 232,203,262 NON-CURRENT LIABILITIES Borrowings (13) 184,816,130 167,826,700 160,312,789 136,876,615 Pensions and other retirement (23) 13,168,869 12,211,929 13,168,869 12,211,929 obligationsDeferred tax liabilities (20) 15,782,202 15,787,543 14,122,082 13,501,295 213,767,201 195,826,172 187,603,740 162,589,839 CURRENT LIABILITIES Borrowings (13) 85,800,697 75,872,483 74,182,599 68,989,694 Current tax liabilities (18) 14,275,401 9,099,597 5,307,947 2,994,285 Trade and other payables (12) 300,658,996 271,764,759 165,700,738 166,317,275 Dividend payable (19) - 1,526,565 - 1,526,565 Bank overdrafts (11) 56,245,607 37,976,477 35,252,580 25,578,148 456,980,701 396,239,881 280,443,864 265,405,967 TOTAL EQUITY AND LIABILITIES Rs 1,094,091,847 896,553,220 779,662,731 660,199,068 These finanicial statements have been approved by the Board of Directors on 05 December 2008 ) ) ) DIRECTORS ) ) The notes on pages 22 to 42 form an integral part of these financial statements Auditors’ Report on page 17.

18 082008 Annual Report

Page 20: Contents · the level of profit after taxation and appropriate reserve needed for operational activities. Directors always recommend dividend distribution only after satisfying the

Income Statement

For the year ended 30 June 2008 THE GROUP THE COMPANY 2008 2007 2008 2007 NOTES Rs Rs Rs Rs Turnover (2) 1,852,574,396 1,551,529,141 1,083,619,274 954,863, 517 Cost of sales (1,424,914,581) (1,197,400,730) (815,465,612) (725,986,418) Gross Profit 427,659,815 354,128,411 268,153,662 228,877,099 Other Operating income 55,986,478 22,650,544 72,480,225 30,735,207 Selling expenses (55,367,056) (46,311,865) (35,231,286) (31,222,155) Administrative expenses (306,581,790) (254,156,803) (203,085,180) (166,180,561) Operating profit (16) 121,697,447 76,310,287 102,317,421 62,209,590 Finance costs (17) (47,895,880) (36,412,972) (38,556,246) (28,694,427) Negative Goodwill 2,003,761 - - - Share of result of associates 14,310,683 9,158,281 - - Profit before tax 90,116,011 49,055,596 63,761,175 33,515,163 Income tax expense (18) (14,604,557) (10,732,724) (6,119,198) (4,207,787) Profit after tax 75,511,454 38,322,872 57,641,977 29,307,376 Attributable to: Equity holders of the parent 68,746,110 36,056,272 57,641,977 29,307,376 Minority Interests 6,765,344 2,266,600 - - 75,511,454 38,322,872 57,641,977 29,307,376 Earnings per share (21) Rs 33.86 36.60 28.39 29.75

The notes on pages 22 to 42 form an integral part of these financial statements Auditors’ Report on page 17.

19 082008 Annual Report

Page 21: Contents · the level of profit after taxation and appropriate reserve needed for operational activities. Directors always recommend dividend distribution only after satisfying the

Statements of Changes in Equity

For the year ended 30 June 2008

Attributable to equity holders of the company

REVALUATION THE GROUP SHARE SHARE AND OTHER RETAINED MINORITY TOTAL CAPITAL PREMIUM RESERVES EARNINGS TOTAL INTEREST EQUITY

Rs Rs Rs Rs Rs Rs Rs At 1st July 2006 90,924,800 - 76,727,445 99,861,243 267,513,488 5,720,614 273,234,102 Issue of shares 90,924,800 - - - 90,924,800 - 90,924,800 Bonus issue - - (32,672,628) (58,252,172) (90,924,800) - (90,924,800)Consolidation adjustments - - 573,084 494,929 1,068,013 954,660 2,022,673 Profit for the year - - - 36,056,272 36,056,272 2,266,600 38,322,872 Dividends - - - (9,092,480) (9,092,480) - (9,092,480)At 30th June 2007 Rs 181,849,600 - 44,627,901 69 067 792 295,545,293 8,941,874 304,487,167 At 1st July 2007 181,849,600 - 44,627,901 69,067,792 295,545,293 8,941,874 304,487,167 Issue of shares 23,131,200 5,782,800 - - 28,914,000 1,606,200 30,520,200 Revaluation surplus on land and building - - 26,804,219 - 26,804,219 - 26,804,219 Consolidation adjustments - - 11,939,485 - 11,939,485 (5,440,500) 6,498,985 Profit for the year - - - 68,746,110 68,746,110 6,765,344 75,511,454 Dividends - - - (20,478,080) (20,478,080) - (20,478,080)At 30th June 2008 Rs 204,980,800 5,782,800 83,371,605 117,335,822 411,471,027 11,872,918 423,343,945 THE COMPANY SHARE SHARE REVALUATION RETAINED CAPITAL PREMIUM RESERVE EARNINGS TOTAL Rs Rs Rs Rs Rs At 1st July 2006 90,924,800 - 32,672,628 88,390,938 211,988,366 Profit for the year - - - 29,307,376 29,307,376 Issue of shares 90,924,800 - - - 90,924,800 Bonus issue - - (32,672,628) (58,252,172) (90,924,800)Dividends - - - (9,092,480) (9,092,480)At 30th June 2007 Rs 181,849,600 - - 50,353,662 232,203,262 At 1st July 2007 181,849,600 - - 50,353,662 232,203,262 Issue of shares 23,131,200 5,782,800 - - 28,914,000 Revaluation surplus on land and building - - 13,333,968 - 13,333,968 Profit for the year - - - 57,641,977 57,641,977 Dividends - - - (20,478,080) (20,478,080) At 30th June 2008 Rs 204,980,800 5,782,800 13,333,968 87,517,559 311,615,127

The notes on pages 22 to 42 form an integral part of these financial statements Auditors’ Report on page 17.

20 082008 Annual Report

Page 22: Contents · the level of profit after taxation and appropriate reserve needed for operational activities. Directors always recommend dividend distribution only after satisfying the

Cash Flow Statements

For the year ended 30 June 2008 THE GROUP THE COMPANY 2008 2007 2008 2007 NOTES Rs Rs Rs RsCASH FLOWS FOR OPERATING ACTIVITIES

Net Profit before taxation (including profit after tax of 90,116,011 49,055,596 63,761,175 33,515,163 associated companies) Adjustments for: Depreciation on property, plant and equipment 53,117,276 44,000,272 42,826,476 34,336,942 Amortisation of intangible asset 1,098,942 1,168,712 688,000 688,000 Loss on sale of investments - 143,560 - 418,500 Profit on disposal of property, plant and equipment (711,625) (1,413,923) (700,192) (1,378,233)Negative Goodwill (2,003,761) - - - Impairment of assets 247,009 - - - Exchange difference (1,279) 69,238 - - Investment income (79,943) (3,400) (42,950,960) (15,757,655)Interest paid 46,157,701 35,390,228 38,556,246 28,694,427 Interest receivable (984,268) (319,988) (705,254) (310,143)Profit retained in associated companies (2,248,935) (2,602,625) - - Movement in pension liability 956,940 646,320 956,940 646,320Operating profit before working capital changes 185,664,068 126,133,990 102,432,431 80,853,321

(Increase)/Decrease in inventories (25,495,715) 4,843,173 (1,462,093) (4,399,435)(Increase)/Decrease in accounts receivable (48,945,177) (27,648,241) (19,979,661) 6,449,913 Increase/(Decrease) in accounts payable 28,894,236 6,671,944 (616,537) (6,461,525)Cash generated from operations 140,117,412 110,000,866 80,374,140 76,442,274

Taxation paid (9,272,271) (9,212,324) (3,184,744) (151,777)Interest paid (46,157,701) (35,390,228) (38,556,246) (28,694,427)Interest received 984,268 319,988 705,254 310,143 Dividends received 79,943 3,400 42,950,960 15,757,655 Dividends paid (22,004,645) (7,565,915) (22,004,645) (7,565,915)Net cash inflow from operations 63,747,006 58,155,787 60,284,719 56,097,953

Cash flows from investing activities Purchase of property, plant and equipment (113,369,007) (109,562,296) (104,482,023) (79,439,788)Purchase of investments (21,272,595) (20,225,700) (20,993,758) (20,225,700)Proceeds from sale of investments - 620,533 - 908,000 Proceeds from sale of property, plant and equipment 10,360,527 17,571,553 10,152,703 14,264,564 Purchase of intangible assets - (4,571,928) - - Net cash outflows from investing activities (124,281,075) (116,167,838) (115,323,078) (84,492,924)

Cash flows from financing activities Proceeds from borrowings 120,078,093 108,039,057 113,976,320 89,977,297 Repayments of borrowings (93,160,449) (57,920,344) (85,347,243) (46,008,586)Shares issued 28,914,000 15,175 220 28,914,000 - Net cash inflows from financing activities 55,831,644 65,293,933 57,543,077 43,968,711 Net (decrease)/increase in cash and cash equivalents (4,702,425) 7,281,882 2,504,718 15,573,740 Consolidation adjustment (1,045,270) - - - Cash and cash equivalents at the beginningof the year (27,262,723) (34,544,605) (24,447,896) (40,021,636)Cash and cash equivalents at the end of the year (22) (33,010,418) (27,262,723) (21,943,178) (24,447,896) The notes on pages 22 to 42 form an integral part of these financial statements Auditors’ Report on page 17.

21 082008 Annual Report

Page 23: Contents · the level of profit after taxation and appropriate reserve needed for operational activities. Directors always recommend dividend distribution only after satisfying the

notesto the Financial Statements

22 082008 Annual Report

Notes to the Financial Statements

For the year ended 30 June 2008

1. INCORPORATION AND ACTIVITIES Leal & Co Ltd is a public company incorporated in Mauritius. Its registered office is situated at Motorway M1, Pailles.

The company mainly deals in Motor Vehicles and spareparts. The activities of its major subsidiaries are described below: - Leal Communications & Informatics Ltd - Dealer in computer accessories, systems and peripherals. - Leal Equipements Compagnie Ltée - Dealer in all kinds of mechanical engineering and agricultural equipment and spares. - Distripc Ltd - Dealer in computer accessories. - SARL SOLINFO - Engaged in IT related businesses. 2. ACCOUNTING POLICIES The principal accounting policies adopted in the preparation of these consolidated financial statements are as follows:

(a) Basis of preparation The financial statements have been prepared under the Historical Cost Convention, adjusted to fair value where applicable, and in accordance with International Financial Reporting Standards (IFRS). The functional and presentation currency of the financial statements are Mauritian Rupees (Rs), rounded to the nearest rupee except at note 28. (b) Adoption of New and Revised Standards In the current year, the group has adopted all of the new and revised IFRS and Interpretations issued by the International Accounting Standards Board (“IASB”) and the International Financial Reporting Interpretations Committee (“IFRIC”) of the IASB that are relevant to its operations and effective for accounting periods beginning on 01 July 2007. The adoption of these new and revised Standards and Interpretations has not resulted in changes to the group’s accounting policies. At the date of authorisation of these financial statements, the following Standards and Interpretations were in issue but not yet effective: IAS 1 (Amendment) Presentation of Financial Statements: Effective for accounting periods commencing on or after 1 January 2009. IAS 16 (Amendment) Property, Plant and Equipment: Effective for accounting periods commencing on or after 1 January 2009. IAS 19 (Amendment) Employee Benefits: Effective for accounting periods commencing on or after 1 January 2009. IAS 27 (Amendment) Consolidated and Separate Financial Statements: Effective for accounting periods commencing on or after 1 January 2009. IAS 36 (Amendment) Impairment of Assets: Effective for accounting periods commencing on or after 1 January 2009; and IAS 39 (Amendment) Recognition and measurement: Effective for accounting periods commencing on or after 1 January 2009.

The directors anticipate that the adoption of these Standards and Interpretations in future periods will have no material impact on the financial statements of the group.

Page 24: Contents · the level of profit after taxation and appropriate reserve needed for operational activities. Directors always recommend dividend distribution only after satisfying the

23 082008 Annual Report

Notes to the Financial StatementsFor the year ended 30 June 2008

2. ACCOUNTING POLICIES (Cont’d) (c) Basis of consolidation The consolidated financial statements incorporate the results of Leal & Co Ltd and of its subsidiaries to 30th June 2008. During the reporting and the previous period, there were no acquisition or disposal of subsidiaries. Intercompany transactions, balances and unrealised gains or losses on transactions between Group companies are eliminated. Accounting policies adopted by subsidiaries and their reporting periods are identical to those of the parent company.

(d) Investments in Subsidiaries In the company’s financial statements, investments in subsidiaries are stated at cost, unless in the opinion of the directors, there has been a permanent diminution in value, in which event they are written down to net recoverable value. The consolidated financial statements incorporate the financial statements of the company and entities controlled by the company (its subsidiaries) made up to June 30, each year. Subsidiaries are deemed as such from the date on which control is transferred to the group and cease to be consolidated from the date on which control is transferred out of the group. (e) Investments in Associates Investments in associates are accounted for at cost in the company’s financial statements, unless in the opinion of the directors, there has been a permanent diminution in value. Investments in associates are accounted for under the equity method of accounting in the group’s financial statements.

(f) Retirement Benefit Obligations - Defined Benefit Plan The company contributes to a pension scheme which is a “Defined Benefit” plan. The net total of the present value of funded obligations, the fair value of plan assets, any unrecognised actuarial gains and losses and any unrecognised past service cost, is recognised in the balance sheet either as a liability (if there is a deficit) or as an asset (if there is a surplus). - Defined Contribution Plan The company also contributes to a defined contribution plan. Payments by the company to the defined contribution retirement plan are charged as an expense as they fall due.

(g) Revenue Recognition Turnover is based on the invoiced value, net of VAT, of all goods and services less discounts, allowances and returns. Group turnover includes the turnover of subsidiary companies after eliminating sales within the group.

Page 25: Contents · the level of profit after taxation and appropriate reserve needed for operational activities. Directors always recommend dividend distribution only after satisfying the

24 082008 Annual Report

Notes to the Financial StatementsFor the year ended 30 June 2008

2. ACCOUNTING POLICIES (Cont’d) (h) Inventories Inventories are valued at the lower of cost (determined on a weighted average price basis) and net realisable value. Inventories do not consist of items which should be recognised as an expense. (i) Intangible assets Intangible assets comprise of Goodwill arising on purchase of brand name, goodwill acquired on a business combination, and computer software. Goodwill arising on purchase of brand name is amortised over a period of 10 years, and goodwill acquired on a business combination is not amortised and is assessed for impairment every year. Computer software is amortised over a period of 2 1/2 years. (j) Depreciation Depreciation is calculated to write off the cost or revalued amount of relevant fixed assets to their estimated residual values on a reducing balance (Subsidiaries: straight line) basis over their expected useful lives. The principal annual rates used for that purpose are: Land not depreciated Buildings 2% Motor Vehicles 15% - 30% Furniture and Equipment 10% - 20% Tools and Equipment 10% - 20% Computer Equipment 15% - 33.5% (k) Foreign currency translation (i) Functional and presentation currency Items included in the financial statements are measured in Mauritian Rupees , the currency of the primary economic environment in which the entity operates (“functional currency”). The financial statements are presented in Mauritian Rupees (Rs), which is the company’s functional and presentation currency. (ii) Transactions and balances Transactions denominated in foreign currencies are translated in Mauritian rupees at the rates ruling at the transactions dates. Assets and liabilities which are expressed in foreign currencies are translated into Mauritian rupees at the rates ruling at the Balance Sheet date. Resulting gains or losses are transferred to the income statement. (l) Investments Investments in equity instruments, excluding those in subsidiaries and associates are either held for trading or available-for-sale and are stated at fair value, based on quoted market prices at the balance sheet date, where available. Where securities are held for trading purposes, unrealised gains and losses are included in net profit or loss for the period. For available-for-sale investments, unrealised gains and losses are recognised directly in equity, until the security is disposed of or it is determined to be impaired, at which time the cumulative gain or loss previously recognised in equity is included in the net profit or loss for the period. However, available-for-sale investments which do not have a quoted market price and whose fair value cannot be reliably measured, are carried at cost, less any impairment loss.

Page 26: Contents · the level of profit after taxation and appropriate reserve needed for operational activities. Directors always recommend dividend distribution only after satisfying the

25 082008 Annual Report

Notes to the Financial StatementsFor the year ended 30 June 2008

2. ACCOUNTING POLICIES (Cont’d) (m) Deferred Taxation Provision is made for deferred taxation on timing differences between the taxable income and the accounting income using the liability method. However, no provision is made if, in the opinion of the directors, these timing differences are not likely to reverse in the foreseeable future. Deferred tax assets are recognised for all deductible temporary differences to the extent that it is possible that taxable profit will be available against which the deductible temporary differences can be utilised. (n) Impairment of assets The carrying amounts of the company’s assets are reviewed at each balance sheet date to determine whether there is any indication of impairment.If any indication exists, the asset’s recoverable amount is estimated. An impairment loss is recognised whenever the carrying amount of an asset or its cash generating unit exceeds its recoverable amount. Impairment losses are recognised in the income statement in the period in which the impairment is identified. (o) Finance Leases Assets held under finance leases are included in fixed assets and are depreciated in accordance with the group’s depreciation policy. Obligations under such agreements are included in creditors net of finance charges allocated to future periods. Finance charges are debited to the income statement so as to produce a constant periodic rate of charge on the outstanding obligation. (p) Provisions A provision is recognised when there is a present obligation (legal or constructive) as a result of past event, and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. Provisions are reviewed at each balance sheet date and adjusted to reflect the current best estimate. (q) Financial Instruments Financial assets and liabilities are recognised on the balance sheet when the group has become party to the contractual provisions of the financial instruments. Financial instruments are initially measured at cost, which includes transaction costs. Subsequent to initial recognition, these instruments are measured as set out below: Trade and other receivables Trade and other receivables are stated at their nominal value, as reduced by appropriate allowances for estimated irrecoverable amounts. Cash and cash equivalents Cash includes balances with banks. Cash equivalents are short term, highly liquid assets which are readily convertible into known amounts of cash and which are subject to an insignificant risk of change in value. For the purpose of cash flow statements, cash and cash equivalents consist of cash and cash at bank, net of outstanding bank overdrafts. Trade and other payables Trade and other payables are stated at their nominal value.

Page 27: Contents · the level of profit after taxation and appropriate reserve needed for operational activities. Directors always recommend dividend distribution only after satisfying the

26 082008 Annual Report

Notes to the Financial StatementsFor the year ended 30 June 2008

2. ACCOUNTING POLICIES (Cont’d) (r) Related Parties Related parties are individuals and enterprises where the individual or enterprise has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions.

3. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY The preparation of financial statements in accordance with IFRSs requires the directors and management to exercise judgement in the process of applying the accounting policies. It also requires the use of accounting estimates and assumptions that may affect the reported amounts and disclosures in the financial statements. Judgements and estimates are continuously evaluated and are based on historical experience and other factors, including expectations and assumptions concerning future events that are believed to be reasonable under the circumstances. The actual results could, by definition therefore, often differ from the related accounting estimates. Where applicable, the notes to the financial statements set out areas where management has applied a higher degree of judgement that have a significant effect on the amounts recognised in the financial statements, or estimations 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.

Page 28: Contents · the level of profit after taxation and appropriate reserve needed for operational activities. Directors always recommend dividend distribution only after satisfying the

27082008

Annual R

eport

Notes to the Financial StatementsFor the year ended 30 June 2008

GROUP FREEHOLD MOTOR FURNITURE TOOLS & COMPUTER4. PROPERTY, PLANT & EQUIPMENT LAND BUILDINGS VEHICLES & EQUIPMENT EQUIPMENT EQUIPMENT TOTALCOST/REVALUATION Rs Rs Rs Rs Rs Rs Rs At 1st July 2007 50,879,735 141,345,737 201,804,638 53,369,566 35,933,088 32,736,272 516,069,036 Additions 17,200,000 11,235,580 67,702,246 3,759,721 3,947,219 3,903,035 107,747,801 Revaluation 8,884,715 15,401,582 - - - - 24,286,297 Disposals/Transfer - - (21,759,099) - - - (21,759,099)AT 30th JUNE 2008 76,964,450 167,982,899 247,747,785 7,129,287 39,880,307 36,639,307 626,344,035 DEPRECIATION At 1st July 2007 - 5,758,462 67,876,525 18,364,122 17,528,247 10,831,708 120,359,064 Charge for the year - 2,964,551 34,646 635 5,669,161 3,945,808 5,891,121 53,117,276Revaluation - (7,889,424) - - - - (7,889,424)Disposals - - (12 110,196) - - - (12,110,196)AT 30th JUNE 2008 - 833,589 90,412,964 24,033,283 21,474,055 16,722,829 153,476,720 NET BOOK VALUES AT 30th JUNE 2008 Rs 76,964,450 167,149,310 157,334,821 33,096,004 18,406,252 19,916,478 472,867,315 NOTE: Freehold land and buildings have been revalued on 24th March 2008 at their open market values by Messrs Alan Tinkler, Ramlakhan & Co, Chartered Valuation Surveyors. The surplus on revaluation has been credited to Revaluation Reserve. It is the Group’s policy to revalue land & buildings as and when appropriate. (i) Property, Plant & Equipment include the following acquired under finance lease at 30th June 2008; Motor Vehicles cost Rs 209,236,098 and net book value Rs 138,110,190. Tools & Equipment cost Rs 4,739,406 and net book value Rs 3,322,498. Computer Equipment cost Rs 3,459,627 and net book value Rs 717,500. Furniture & Equipment cost Rs 9,429,395 and net book value Rs 7,065,796. (ii) If the land and buildings were stated on the historical cost basis, the amounts would be as follows:

2008 Land Building Rs Rs Cost 40,490,832 133,231,377 Net Book Value 40,490,832 121,185,136 (iii) The group’s property, plant and equipment have been pledged as security for bank facilities granted.

Page 29: Contents · the level of profit after taxation and appropriate reserve needed for operational activities. Directors always recommend dividend distribution only after satisfying the

28082008

Annual R

eport

Notes to the Financial StatementsFor the year ended 30 June 2008

GROUP FREEHOLD BUILDING MOTOR FURNITURE TOOLS & COMPUTER4.PROPERTY, PLANT & EQUIPMENT LAND BUILDINGS IN PROGRESS VEHICLES & EQUIPMENT EQUIPMENT EQUIPMENT TOTALCOST/REVALUATION Rs Rs Rs Rs Rs Rs Rs Rs

At 1st July 2006 50,879,735 114,194,429 2,222,363 175,678,967 43,807,889 37,370,533 16,395,562 440,549,478 Additions - 24,928,945 - 54,947,966 9,561,677 3,562,555 16,561,153 109,562,296 Disposals/Transfer - 2,222,363 (2,222,363) (28,822,295) - (5,000,000) (220,443) (34,042,738)AT 30th JUNE 2007 50,879,735 141,345,737 - 201,804,638 53,369,566 35,933,088 32,736,272 516,069,036 DEPRECIATION At 1st July 2006 - 3,162,433 - 54,779,596 13,372,542 15,070,507 7,571,354 93,956,432 Charge for the year - 2,596,029 - 28,760,075 4,991,580 4,307,740 3,344,848 44,000,272 Disposals - - - (15,663,146) - (1,850,000) (84,494) (17,597,640)AT 30th JUNE 2007 - 5,758,462 - 67,876,525 18,364,122 17,528,247 10,831,708 120,359,064 NET BOOK VALUES AT 30th JUNE 2007 Rs 50,879,735 135,587,275 - 133,928,113 35,005,444 18,404,841 21,904,564 395,709,972 NOTE: Freehold land and buildings have been revalued on 30th March 2004 at their open market values by Messrs Alan Tinkler, Ramlakhan & Co, Chartered Valuation Surveyors. The surplus on revaluation has been credited to Revaluation Reserve. It is the Group’s policy to revalue land & buildings as and when appropriate. (i) Property, Plant & Equipment include the following acquired under finance lease at 30th June 2007; Motor Vehicles cost Rs 173,951,500 and net book value Rs 110,281,243. Tools & Equipment cost Rs 4,739,406 and net book value Rs 4,078,606. Computer Equipment cost Rs 3,459,627 and net book value Rs 1,465,597. Furniture & Equipment cost Rs 9,429,395 and net book value Rs 8,051,269. (ii) If the land and buildings were stated on the historical cost basis, the amounts would be as follows: 2007 Land Building Rs Rs Cost 30,605,282 116,657,463 Net Book Value 30,605,282 107,125,542

Page 30: Contents · the level of profit after taxation and appropriate reserve needed for operational activities. Directors always recommend dividend distribution only after satisfying the

29082008

Annual R

eport

Notes to the Financial StatementsFor the year ended 30 June 2008

COMPANY FREEHOLD MOTOR FURNITURE TOOLS & COMPUTER4. PROPERTY, PLANT & EQUIPMENT LAND BUILDINGS VEHICLES & EQUIPMENT EQUIPMENT EQUIPMENT TOTALCOST/REVALUATION Rs Rs Rs Rs Rs Rs Rs At 1st July 2007 33,365,285 99,523,716 178,510,930 35,743,884 21,986,505 25,131,491 394,261,811 Additions 1 7,200,000 11,129,756 62,471,503 2,177,528 3,476,571 2,408,156 98,863,514 Disposals - - (20,727,029) - - - (20,727,029) Revaluation 2,634 ,715 10,979,428 - - - - 13,614,143AT 30th JUNE 2008 53,200,000 121,632,900 220,255,404 37,921,412 25,463,076 27,539,647 486,012,439 DEPRECIATION At 1st July 2007 - 3,835,582 57,568,384 10,554,066 10,264,705 5,581,207 87,803,944 Charge for the year - 2,104,589 30,770,117 3,483,896 2,160,633 4,307,241 42,826,476Disposals - - (11,274,519) - - - (11,274,519)Revaluation - (5,338,333) - - - - (5,338,333)AT 30th JUNE 2008 - 601,838 77,063,982 14,037,962 12,425,338 9,888,448 114,017,568 NET BOOK VALUES AT 30th JUNE 2008 Rs 53,200,000 121,031,062 143,191,422 23,883,450 13,037,738 17 651 199 371 994 871 NOTE: Freehold land and buildings have been revalued on 24th March 2008 at their open market values by Messrs Alan Tinkler, Ramlakhan & Co, Chartered Valuation Surveyors. The surplus on revaluation has been credited to Revaluation Reserve. It is the Group’s policy to revalue land & buildings as and when appropriate. (i) Property, Plant & Equipment include the following acquired under finance lease at 30th June 2008; Motor Vehicles cost Rs 184,586,612 and net book value Rs 125,152,343. Tools & Equipment cost Rs 1,948,611 and net book value Rs 1,396,505. Furniture & Equipment cost Rs 8,219,444 and net book value Rs 6,122,132. Computer Equipment cost Rs 2,870,000 and net book value Rs 717,500. (ii) If the land and buildings were stated on the historical cost basis, the amounts would be as follows:

2008 Land Building Rs Rs Cost 34,340,832 95,670,773 Net Book Value 34,340,832 87,927,744

Page 31: Contents · the level of profit after taxation and appropriate reserve needed for operational activities. Directors always recommend dividend distribution only after satisfying the

30082008

Annual R

eport

Notes to the Financial StatementsFor the year ended 30 June 2008

COMPANY FREEHOLD MOTOR FURNITURE TOOLS & COMPUTER4. PROPERTY, PLANT & EQUIPMENT LAND BUILDINGS VEHICLES & EQUIPMENT EQUIPMENT EQUIPMENT TOTALCOST/REVALUATION Rs Rs Rs Rs Rs Rs Rs At 1st July 2006 33,365,285 92,594,429 151,909,331 32,979,814 20,649,148 10,089,983 341,587,990Additions - 6,929,287 53,367,566 2,764,070 1,337,357 15,041,508 79,439,788Disposals/Transfer - - (26,765,967) - - - (26,765,967)AT 30th JUNE 2007 33,365,285 99,523,716 178,510,930 3 5,743,884 21,986,505 25,131,491 394,261,811 DEPRECIATION At 1st July 2006 - 1,972,801 46,539,743 7,204,794 8,193,249 3,436,051 67,346,638 Charge for the year - 1,862,781 24,908,277 3,349,272 2,071,456 2,145,156 34,336,942Disposals - - (13,879,636) - - - (13,879,636)AT 30th JUNE 2007 - 3,835,582 57,568,384 10,554,066 10,264,705 5,581,207 87,803,944 NET BOOK VALUES AT 30th JUNE 2007 Rs 33,365,285 95,668,134 120,942,546 25,189,818 11,721,800 19,550,284 306,457,867 NOTE: Freehold land and buildings have been revalued on 30th March 2004 at their open market values by Messrs Alan Tinkler, Ramlakhan & Co, Chartered Valuation Surveyors. The surplus on revaluation has been credited to Revaluation Reserve. It is the Group’s policy to revalue land & buildings as and when appropriate. (i) Property, Plant & Equipment include the following acquired under finance lease at 30th June 2007; Motor Vehicles cost Rs 152,191,903 and net book value Rs 97,429,841. Tools & Equipment cost Rs 1,948,611 and net book value Rs 1,591,366. Furniture & Equipment cost Rs8,219,444 and net book value Rs 6,944,076. Computer Equipment cost Rs 2,870,000 and net book value Rs 1,291,500. (ii) If the land and buildings were stated on the historical cost basis, the amounts would be as follows:

2008 Land Building Rs Rs Cost 17,140,832 79,202,684 Net Book Value 17,140,832 73,222,768 (iii) The group’s property, plant and equipment have been pledged as security for bank facilities granted.

Page 32: Contents · the level of profit after taxation and appropriate reserve needed for operational activities. Directors always recommend dividend distribution only after satisfying the

31 082008 Annual Report

Notes to the Financial StatementsFor the year ended 30 June 2008 THE GROUP THE COMPANY 2008 2007 2008 20075. INTANGIBLE ASSETS Rs Rs Rs Rs (a) Computer Software Balance at 1st July 139,141 - - - Additions - 347,853 - - Amortisation for the year (138,942) (208,712) - - Balance at 30th June 199 139,141 - - (b) Purchase of Brand name Balance at 1st July 12,255,635 8,991,560 4,816,000 5,504,000 Additions - 4,224,075 - - Amortisation for the year (960,000) (960,000) (688,000) (688,000) Balance at 30th June 11,295,635 12,255,635 4,128,000 4,816,000 Consolidation adjustment (8,410) - - - TOTAL 11,287,424 12,394,776 4,128,000 4,816,000

6. INVESTMENTS IN SUBSIDIARIES (UNQUOTED) The investments in subsidiaries are valued at Rs 55,116,968 (at cost) by the directors. All subsidiaries are incorporated in Mauritius, except SARL Solinfo which is incorporated in Reunion Island.

NAME OF ENTITY DESCRIPTION % HOLDING 2008 2007 2008 2007 Rs Rs % % Leal Communications & Informatics Ltd Ordinary Shares 90.00 90.00 12,720,500 12,720,500 United Motors Ltd Ordinary Shares 100.00 100.00 6,750,000 6,750,000 Leal Equipements Compagnie Ltée Ordinary Shares 75.00 75.00 21,176,400 16,957,600 Société Clency & Patrick Leal Parts 90.90 90.90 376,748 376 748 Distripc Ltd Ordinary Shares 100.00 100.00 2,300,000 2,300,000 Leal Logistics and Shipping Ltd Ordinary Shares 91.79 75.00 3,353,800 300,000 SARL Solinfo Ordinary Shares 100.00 100.00 8,439,520 8 439,520 Rs 55,116,968 47,844,368

Page 33: Contents · the level of profit after taxation and appropriate reserve needed for operational activities. Directors always recommend dividend distribution only after satisfying the

32082008

Annual R

eport

Notes to the Financial StatementsFor the year ended 30 June 2008

THE GROUP THE COMPANY 2008 2007 2008 20077. INVESTMENTS IN ASSOCIATES Rs Rs Rs Rs

Balance at 1st July 69,971,402 60,067,156 30,143,289 23,939,589 Additions 13,721,157 7,030,200 13,721,155 7,030,200 Disposal - (826,500) - (826,500) 83,692,559 66,270,856 43,864,444 30,143,289 Net movement in reserves of associated companies 19,881,668 3,700,546 - - Balance at 30th June Rs 103,574,227 69,971,402 43,864,444 30,143,289

The group’s interests in its principal associates were as follows:

Proportion 2008 2007 ownersip interest (direct) Assets Liabilities Revenues Profit/(Loss) Assets Liabilities Revenues Profit/(Loss) 2008 2007 Rs Rs Rs Rs Rs Rs Rs Rs % %

Pharmacie Nouvelle Ltd * 887,949,646 621,110,514 1,110,882,125 30,284,677 781,608,859 573,564,152 1,084,486,564 13,417,335 33.38 30.03 Exclusive Island Ltd 4,559,895 3,590,429 14,733,336 (748,167) 4,860,486 3,142,853 14,683,633 225,469 25.00 25.00 Elytis Ltd 69,113,016 58,725,130 130,764,234 9,907,318 58,474,321 47,993,753 123,139,099 10,160,106 50.00 50.00 Luxury Automobiles Co Ltd 10,295,049 5,507,390 9,857,523 900,293 - - - - 50.00 50.00 CISOLVE INTERNATIONAL LTD ** 40.00 - * Group figures have been presented for this company. ** The Company acquired interests in a new Associate during the year, CISOLVE INTERNATIONAL LTD which has not been consolidated in the Group financial statements since it has a non-coteminus accounting year end of 31st December.

Page 34: Contents · the level of profit after taxation and appropriate reserve needed for operational activities. Directors always recommend dividend distribution only after satisfying the

33 082008 Annual Report

Notes to the Financial StatementsFor the year ended 30 June 2008 THE GROUP THE COMPANY 2008 2007 2008 20078. OTHER INVESTMENTS Rs Rs Rs Rs Available for Sale Investment Balance at 1st July 1,270,250 100,250 65,000 65,000 Additions 278,838 1,170,000 - - Balance at 30th June 1,549,088 1,270,250 65,000 65,000

THE GROUP THE COMPANY 2008 2007 2008 20079. INVENTORIES Rs Rs Rs Rs Motor Vehicles 53,892,001 63,093,145 53,892,001 63,093,145 Spare Parts 86,258,430 72,884,793 64,471,751 53,828,570 Finished Goods 55,592,534 34,289,367 - - Work in progress 20,055 - 20,056 - 195,763,020 170,267,305 118,383,808 116,921,715 Spare parts and finished goods are valued on a weighted average price basis. The remaining stocks are at cost.

THE GROUP THE COMPANY 2008 2007 2008 200710. TRADE AND OTHER RECEIVABLES Rs Rs Rs Rs Trade receivables 246,951,313 198,595,100 111,371,233 102,797,345 Other debtors & prepayments 36,676,854 36,087,890 60,459,838 46,896,103 Inter company receivables - - 969,167 3,127,129 283,628,167 234,682,990 172,800,238 152,820,577

Before accepting any new customer, the Group assesses the potential customer’s credit quality.No interest is charged on the trade receivables. (a) As at 30th June 2008, provision for trade receivables impaired was Rs 8,192,781 (2007: Rs 5,810,564 ) for the Group and the Company Rs 5,421,637 (2007: Rs 3,098,206 ). The individually impaired receivables mainly related to debtors with overdue balances. (b) As at 30th June 2008, trade receivables of Rs 92,078,412 ( 2007: Rs 59,137,216 ) for the Group and for the Company Rs 37,181,611 ( 2007: Rs 44,592,037 ) were past due but not impaired. These relate to a number of independent customers for whom there is no recent history of default. The ageing analysis of these receivables is as follows: THE GROUP THE COMPANY 2008 2007 2008 2007 Rs Rs Rs Rs 60 to 90 days 10,107,388 12,042,609 5,841,059 8,921,981 Over 90 days 81,971,024 47,094,607 31,340,552 35,670,056 92,078,412 59,137,216 37,181,611 44,592,037

Page 35: Contents · the level of profit after taxation and appropriate reserve needed for operational activities. Directors always recommend dividend distribution only after satisfying the

34 082008 Annual Report

Notes to the Financial StatementsFor the year ended 30 June 2008

11. BANK OVERDRAFTS The group’s bank overdrafts at 30th June 2008 are secured by means of fixed and floating charges on the group’s assets. THE GROUP THE COMPANY 2008 2007 2008 200712. TRADE AND OTHER PAYABLES Rs Rs Rs Rs Trade payables 248,039,566 229,340,839 141,475,909 143,341,314 Other creditors & accruals 47,178,930 38,811,420 23,736,849 22,487,981 Dividend payable to minority 5,440,500 3,612,500 - - Inter company payables - - 487,980 487,980 Rs 300,658,996 271,764,759 165,700,738 166,317,275

THE GROUP THE COMPANY 2008 2007 2008 200713. BORROWINGS Rs Rs Rs Rs

CURRENT Bank and other loans 44,206,618 44,232,300 37,816,754 41,844,463 Obligations under finance lease 41,594,079 31,640,183 36,365,845 27,145,231 85,800,697 75,872,483 74,182,599 68,989,694 NON CURRENT Bank and other loans 85,378,658 83,530,375 69,957,525 62,675,300 Obligations under finance lease 99,437,472 84,296,325 90,355,264 74,201,315 184,816,130 167,826,700 160,312,789 136,876,615 TOTAL BORROWINGS Rs 270,616,827 243,699,183 234,495,388 205,866,309 (a) Loans bearing interest ranging from 11.75% to 14.5% per annum are secured by means of fixed and/or floating charges over the assets of the Group and pledging of shares of Pharmacie Nouvelle Ltd and are repayable monthly, half yearly and yearly. (b) Loan capital (excluding obligations under finance leases) can be analysed as follows: THE GROUP THE COMPANY 2008 2007 2008 2007 Repayable by instalments Rs Rs Rs Rs Up to 1 year 44,206,618 44,232,300 37,816,754 41,844,463 After 1 year and before 5 years 85,378,658 83,530,375 69,957,524 62,675,300 Rs 129,585,276 127,762,675 107,774,278 104,519,763 2008 2007 2008 2007(c) Obligations under Finance Leases Rs Rs Rs Rs Minimum Lease Payments Up to 1 year 56,380,994 42,876,639 49,784,987 37,026,593 After 1 year & before 5 years 115,603,571 96,573,335 105,103,818 85,030,812 171,984,565 139,449,974 154,888,805 122,057,405 Less: Future Finance Charges (30,953,014) (23,513,466) (28,167,695) (20,710,858) Rs 141,031,551 115,936,508 126,721,110 101,346,547 The present value of finance lease liabilities may be analysed as follows: Up to 1 year 41,594,079 31,640,183 36,365,845 27,145,232 After 1 year and before 5 years 99,437,472 84,296,325 90,355,265 74,201,315 Rs 141,031,551 115,936,508 126,721,110 101,346,547

Page 36: Contents · the level of profit after taxation and appropriate reserve needed for operational activities. Directors always recommend dividend distribution only after satisfying the

35 082008 Annual Report

Notes to the Financial StatementsFor the year ended 30 June 2008

13. BORROWINGS (CONT’D) (d) Leasing arrangements Finance leases relate to Motor Vehicles, Tools & Equipment, Computer Equipment and Furniture & Fittings with lease terms of 5 years on average. The group has options to purchase the assets for a nominal amount at the conclusion of the lease agreements.

THE GROUP & THE COMPANY 2008 200714. STATED CAPITAL Rs Rs Issued, Allotted and Fully Paid 2,049,808 (2007 :1,818,496) Ordinary Shares of Rs 100 each Rs 204,980,800 181,849,600 No of shares Balance at 1st July 1,818,496 909,248 Bonus Issue - 909,248 Rights Issue (one share for every eight shares) 227,312 - Issue for cash 4,000 - 2,049,808 1 818,496 SHARE PREMIUM 231,312 Shares at Rs 25 each Rs 5,782,800 -

THE GROUP 2008 200715. MINORITY INTEREST Rs Rs Balance at 1st July 8,941,874 5,720,614 Consolidation adjustment (3,834,300) 954,660 Share of profits of subsidiaries 6,765,344 2,266,600 Balance at 30th June Rs 11,872,918 8,941,874

Page 37: Contents · the level of profit after taxation and appropriate reserve needed for operational activities. Directors always recommend dividend distribution only after satisfying the

36 082008 Annual Report

Notes to the Financial StatementsFor the year ended 30 June 2008

THE GROUP THE COMPANY 2008 2007 2008 200716. OPERATING PROFIT Rs Rs Rs Rs

Operating Profit is arrived at: AFTER CREDITING: Management fees Receivable Rs - - 3,540,000 3,659,996 Interest Receivable Rs 1,045,546 319,988 705,254 310,143 Rent Receivable Rs - - 3,813,204 4,501,020 Income from Investments Rs 79,943 3,400 42,950,960 15,757,655 Profit on disposal of property, plant and equipment Rs 711,625 1,413,923 700,192 1,378,233 Gain on exchange Rs 29,083,625 3,196,156 16,309,297 1,711,420 AND AFTER CHARGING: Auditors’ Remuneration Rs 531,500 491,100 255,000 242,000 Other Services Rs 1,700,250 1,446,250 1,285,000 679,000 Depreciation Rs 53,117,276 44,000,272 42,826,476 34,336,942 Amortisation of intangible assets Rs 1,098,942 1,168,712 688,000 688,000 Directors’ Emoluments: - Full-time directors Rs 26,045,611 18,764,780 18,889,210 11,608,359 - Part-time directors Rs 7,079,170 5,470,004 7,079,170 5,470,004 Staff Costs Rs 121,397,249 100,935,720 72,748,180 61,142,268 Number of employees at year end 395 365 254 245

THE GROUP THE COMPANY 2008 2007 2008 200717. FINANCE COST Rs Rs Rs Rs

Interest payable: - On bank overdrafts 4,515,826 4,435,906 3,097,519 3,151,099 - On bank loans 17,067,193 17,526,929 13,617,991 14,396,448 - On other loans 26,312,861 14,450,137 21,840,736 11,146,880 Rs 47,895,880 36,412,972 38,556,246 28,694,427

Page 38: Contents · the level of profit after taxation and appropriate reserve needed for operational activities. Directors always recommend dividend distribution only after satisfying the

37 082008 Annual Report

Notes to the Financial StatementsFor the year ended 30 June 2008 THE GROUP THE COMPANY 2008 2007 2008 200718. TAXATION Rs Rs Rs Rs Current tax @15%/22.5% 14,585,640 9,341,374 5,498,186 3,146,062 Tax deductible at source (310,239) (241,777) (190,239) (151,777) Liability to be recognised in balance sheet 14,275,401 9,099,597 5,307,947 2,994,285 Provision for the year 14,585,640 9,341,374 5,498,186 3,146,062 Movement in deferred tax liability (note 20) 5,341 1,370,196 620,787 1,061,725 Movement in deferred tax asset 4,367 4,725 - - Income tax under/(over)provision 9,209 16,429 225 - CHARGE FOR THE YEAR Rs 14,604,557 10,732,724 6,119,198 4,207,787 The tax on the company’s profit differs from the theoretical amount that would arise using the basic rate as follows: Profit before taxation 90,116,011 49,055,596 63,761,175 33,515,163 Tax on profit at a tax rate of 15%/22.5% 13,517,402 11,037,509 9,564,176 7,540,912

Net Tax effect of Non-taxable and Other Items 1,087,155 (304,785) (3,444,978) (3,333,125)

Tax charge for the year Rs 14,604,557 10,732,724 6,119,198 4,207,787

THE GROUP & THE COMPANY 2008 200719. DIVIDENDS Rs Rs

Interim and Final Dividend - Rs 10/share (2007: Rs 10/share) 20,478,080 9,092,480 Dividend paid (20,478,080) (7,565,915) Dividend payable Rs - 1,526,565

THE GROUP THE COMPANY 2008 2007 2008 200720. DEFERRED TAX LIABILITIES Rs Rs Rs Rs At 1st July 15,787,543 14,417,347 13,501,295 12,439,570 Movement for the year (Note 18) (5,341) 1,370,196 620,787 1,061,725 At 30th June Rs 15,782,202 15,787,543 14,122,082 13,501,295 Deferred income tax at 30th June relates to the following: Accelerated capital allowances Rs 15,782,202 15,787,543 14,122,082 13,501,295 THE GROUP THE COMPANY 2008 2007 2008 200721. EARNING PER SHARE Rs Rs Rs Rs Net Profit attributable to shareholders Rs 68,746,110 36,056,272 57,641,977 29,307,376 Number of ordinary shares used in calculation 2,030,532 985,018 2,030,532 985,018 Earnings per share Rs 33.86 36.60 28.39 29.75

Page 39: Contents · the level of profit after taxation and appropriate reserve needed for operational activities. Directors always recommend dividend distribution only after satisfying the

38 082008 Annual Report

Notes to the Financial StatementsFor the year ended 30 June 2008 THE GROUP THE COMPANY 2008 2007 2008 200722. CASH AND CASH EQUIVALENT Rs Rs Rs Rs Bank and Cash Balances 23,235,189 10,713,754 13,309,402 1 ,130,252 Bank Overdrafts (56,245,607) (37,976,477) (35,252,580) (25,578,148) Rs (33,010,418) (27,262,723) (21,943,178) (24,447,896) 2008 200723 (a) PENSIONS AND OTHER RETIREMENT BENEFITS Rs Rs Present Value of funded obligations 75,254,439 56,352,010 Fair Value of plan assets (48,203,442) (40,174,510) Funded obligations in excess of plan assets 27,050,997 16,177,500 Unrecognised actuarial loss (13,882,128) (3,965,571) Liability to be recognised in balance sheet Rs 13,168,869 12,211,929

(b) PENSION EXPENSE COMPONENTS Current service cost 3,697,636 4,062,492 Interest cost 6,298,214 5,177,015 Expected return on assets (4,359,120) (3,601,880) Scheme expenses 214,783 - Cost of insuring risk benefits 772,792 - Net periodic pension cost Rs 6,624,305 5,637,627 (c) MOVEMENT IN LIABILITY RECOGNISED IN BALANCE SHEET At start of year 12,211,929 11,565,609 Total expense as above 6,624,305 5,637,627 Employer contributions (5,667,365) (4,991,307) At end of year. Rs 13,168,869 12,211,929 (d) CHANGES IN THE PRESENT VALUE OF FUNDED OBLIGATIONS 2008 2007 Rs Rs At start of year 56,352,010 48,589,282 Current service cost 3,697,636 3,245,162 Interest cost 6,298,214 5,177,015 Actuarial gain /(losses) 9,313,762 (645,651) Benefits paid (407,183) (13,798) At end of year Rs 75,254,439 56,352,010 (e) The principal actuarial assumptions used for accounting purposes were as follows: 2008 2007 Discount rate 10.5% 10.5% Expected return on plan assets 10.5% 10.5% Future salary increases 8% 8% Future guaranteed pension increase 0% 0% Employee benefit obligations figures are based on the report from The Anglo-Mauritius Assurance Society Limited. The actual return on plan assets was Rs 3,756,325.

Page 40: Contents · the level of profit after taxation and appropriate reserve needed for operational activities. Directors always recommend dividend distribution only after satisfying the

39 082008 Annual Report

Notes to the Financial StatementsFor the year ended 30 June 2008 24. CONTINGENT LIABILITY (a) Guarantee for banking facilities of foreign subsidiary, SARL SOLINFO amounts to EUR 100,000 and local subsidiaries amounts to Rs 59,500,000 made up as follows: Rs Leal Equipements Compagnie Ltée 7,500,000 Leal Communications & Informatics Ltd 22,000,000 Distripc Ltd 30,000,000 Rs 59,500,000 (b) No provision has been made in these financial statements in respect of payments that may have to be made to employees on termination of their contract of service under the Labour Act 1975 as amended. (c) At 30th June 2008,the company has no material litigation claims outstanding,pending or threatened against it, which could have a material adverse effect on the company’s financial position or results of operations. 25. FINANCIAL RISK MANAGEMENT Concentration risk The company is the local representative of BMW and RENAULT in Mauritius and relies heavily on these suppliers to continue its business. In the event that the company loses its “exclusivity rights”, its ability to continue as a going concern may be adversely affected. Liquidity risk Liquidity risk is the risk that the group will not be able to meet its financial obligations as they fall due. The Group manages liquidity risk by maintaining adequate reserves, banking facilities and borrowing facilities, by continuously monitoring forecast and actual cash flows. Capital risk management The group manages its capital to ensure that entities in the group will be able to continue as a going concern in order to provide returns to its shareholders. The capital structure of the group consists of debt, which includes borrowings disclosed in note 13, cash and cash equivalents as disclosed in note 22 and equity attributable to equity holders of the parent, comprising issued share capital, reserves and retained earnings. Gearing ratio The gearing ratio at the year end was as follows: THE GROUP THE COMPANY 2008 2007 2008 2007 Rs Rs Rs Rs Debt 270,616,827 243,699,183 234,495,388 205,866,309 Cash and cash equivalents 33,010,418 27,262,723 21,943,178 24,447,896 Net debt 303,627,245 270,961,906 256,438,566 230,314,205 Equity 423,343,945 304,487,167 311,615,127 232,203,262 Net debt to equity ratio 0.72 0.89 0.82 0.99

Page 41: Contents · the level of profit after taxation and appropriate reserve needed for operational activities. Directors always recommend dividend distribution only after satisfying the

40 082008 Annual Report

Notes to the Financial StatementsFor the year ended 30 June 2008 25. FINANCIAL RISK MANAGEMENT (CONT’D) Values of financial instruments The group’s assets and liabilities include cash and cash equivalents, receivables and payables which are realised or settled within a short period of time. The carrying amounts of these assets and liabilities approximate their fair values. Currency risk The group has financial assets and liabilities which are denominated in currencies other than its functional currency and hence it is exposed to the exchange rates risks. Currency profile The currency profile of the group’s financial assets and liabilities are summarised as follows: THE GROUP THE COMPANY 2008 2007 2008 2007 Rs Rs Rs Rs Euro 10,794,891 1,743,573 157,065,746 144,004,404 Pounds Sterling 12,694 311,208 3,215 - South African Rand 3,182 - 13,358 15,943 Japanese Yen - - - - Swedish Krona 1,200 - - 93,400 United States Dollars 1,823,214 2,629,544 14,635,308 20,679,422 Singapore Dollars - - 271,321 - Rs 12,635,181 4,684,325 171,988,948 164,793,169

Credit risk The group’s credit risk is primarily attributable to its trade receivables. The amounts presented in the balance sheet are net of allowances for doubtful receivables, estimated by the group’s management based on prior experience. Interest rate risk The group is exposed to interest rate risk as its bank balances, loans and borrowings are subject to changes in market interest rates.

Page 42: Contents · the level of profit after taxation and appropriate reserve needed for operational activities. Directors always recommend dividend distribution only after satisfying the

Notes to the Financial StatementsFor the year ended 30 June 2008

26. RELATED PARTY TRANSACTIONS Management fees Dividend Sales to Purchases from receivable from receivable from Amount due from Amount due to THE COMPANY Related Parties Related Parties Related Parties Related Parties Related Parties Related Parties 2008 2007 2008 2007 2008 2007 2008 2007 2008 2007 2008 2007 Rs Rs Rs Rs Rs Rs Rs Rs Rs Rs Rs Rs SUBSIDIARY COMPANIES 5,663,015 2,518,431 3,813,297 2,392,527 1,564,166 3,160,349 35,964,500 17,637,500 239,024 103,734 543,564 204,726 ASSOCIATED COMPANIES 11,145,667 7,253,676 748,590 4,811,497 230,000 200,000 8,462,442 8,706,219 657 469 603,130 207,017 87,837 16,808,682 9,772,107 4,561,887 7,204,024 1,794,166 3,360,349 44,426,942 26,343,719 896,493 706,864 750,581 292 563 The above transactions were carried out on normal terms and conditions.

Key Management Personnel Compensations 2008 2007 Rs Rs Salaries and Short-Term benefits 37,297,625 25,968,459 Post-Employment benefits 1,673,658 1,207,231 Rs 38,971,283 27,175,690 27. EVENTS AFTER THE BALANCE SHEET DATE (i) The shareholders of an associate, Elytis Ltd which is engaged in IT related businesses, have agreed upon an amalgamation plan whereby all the assets, liabilities and activities of Elytis Ltd will be amalgamated with Distripc Ltd, a subsidiary engaged in IT related businesses. (ii) In view of the above amalgamation plan, the holding company for the amalgamated company will be Leal & Co Ltd, while the amalgamated company shall be known as Distripc Ltd, which shall be the surviving company.

41082008

Annual R

eport

Page 43: Contents · the level of profit after taxation and appropriate reserve needed for operational activities. Directors always recommend dividend distribution only after satisfying the

Notes to the Financial StatementsFor the year ended 30 June 2008 28. FINANCIAL SUMMARY (a) THE GROUP 2008 2007 2006 2005 2004 Rs’000 Rs’000 Rs’000 Rs’000 Rs’000 Turnover 1,852,574 1,551,529 1,363,870 1,366,729 700,839 Profit before taxation and dividends, and after minority interest 83,351 46,790 47,477 77,409 38,262 Taxation (14,605) (10,733) (12,844) (21,839) (6,076) Profit after taxation 68,746 36,057 34,633 55,570 32,186 Dividends (20,478) (9,093) (9,093) (13,639) (8,392) Revenue surplus for the year 48,268 26,964 25,540 41,931 23,794 CAPITAL AND RESERVES Issued and Paid Up Share Capital 204,981 181,850 90,925 90,925 83,925 Revenue Reserves 117,336 69,067 99,861 74,321 32,390 Revaluation and other Reserves 89,155 44,628 76,727 75,591 68,932 NOTE: Profit before taxation is arrived at after adjustments for: (i) Attributable profits of associated companies. (ii) Minority share of profits and losses. (b) THE COMPANY 2008 2007 2006 2005 2004 Rs’000 Rs’000 Rs’000 Rs’000 Rs’000 Turnover 1,083,619 954,864 825,610 939,366 439,552 Profit/(Loss) before taxation and dividends 63, 761 33,515 31,399 64,566 34,147 Taxation (6,119) (4,208) (1,544) (12,705) (2,926) Profit/(Loss) after taxation 57,642 29,307 29,855 51,861 31,221 Dividends (20,478) (9,093) (9,093) (13,639) (8,392) Revenue surplus/(deficit) for the year 37,164 20,214 20,762 38,222 22,829 CAPITAL AND RESERVES Issued and Paid Up Share Capital 204,981 181,850 90,925 90,925 83,925 Revenue Reserves 87,518 50,354 88,391 67,628 29,406 Revaluation and other Reserves 19 117 - 32,673 32,673 32,673

42 082008 Annual Report