annual integrated report 2014 our blueprint, our … · our blueprint we have a diverse ... ocean...

ANNUAL INTEGRATED REPORT 2014

Our blueprint, our culture

Group overview

Operational highlights 04

Bidvest Namibia at a glance 06

Six-year review 08

Directorate 10

Executive committee members 12

Bidvest Namibia Limited abridged Group

Structure 13

Performance overview

Chairman’s review 16

Chief executive’s review 18

Bidvest Namibia Fisheries Holdings

operational review 22

Bidvest Namibia Commercial Holdings


Financial director’s review 32

Corporate governance 34

Group value added statement 37

Consolidated segmental analysis 38

Sustainability at Bidvest Namibia 40

Annual financial statements

Statement of directors’ responsibilities and

approval 48

Declaration by company secretary 48

Independent auditor’s report 49

Audit committee report 50

Directors’ report 52

Accounting policies 57

Statements of financial position 66

Statements of profit or loss and other

comprehensive income 67

Statements of changes in equity 68

Statements of cash flows 70

Notes to the financial statements 71

Shareholders’ diary 98

Administration 99

Our company logos 100

We are decentralised

Our blueprint, our culture

We believe in performance excellence

We haveshared values

BIDVEST NAMIB IA L IM ITED

Annual Integrated Report 20141

Namibia

For access on your mobile to the Bidvest Namibia website, scan the barcode above.

All our company logos can be viewed on page 100 of this report.

Our blueprint

We have a diverse portfolio of businesses ranging from fishing, freight and logistics,

services, trading and distribution, which comprises well recognised brands within

the Namibian market.

Our fishing, freight and logistics, services, trading and distribution divisions employ

more than 3 200 people, creating shareholder value we report on.

Our philosophy we subscribe to in all our business dealings:

– Transparency

– Accountability

– Integrity

– Excellence

– Innovation

We continually strive to apply sustainable business practices throughout the Group,

which are managed by each business unit.

We remain alert for acquisition opportunities to reinforce our commercial activities.

We believe in creating opportunities and growing people. We understand that

people create wealth, and that companies only report it.

Our focus areas for our people is employment equity, industrial relations, employee

health and safety, developing Namibians and attracting and retaining skilled

Namibians.

In a big business environment we run our company with determination and

commitment evident in a small business heart.

Bidvest Namibia operates a decentralised and highly entrepreneurial

business model.

decentralisedWe are





Group overview

Operational highlights 04

Bidvest Namibia at a glance 06

Six-year review 08

Directorate 10

Executive committee members 12

Bidvest Namibia Limited abridged Group

structure 13

Our decentralised

and entrepreneurial business model

continues to prove itself



0

300

600

900

1 200

1 500

Share price1,6%

Cents

720802

1 071

1 251 1 273

1310 11 12 14

Operational highlights

REASONABLE RESULTS

– Bidvest Namibia delivered reasonable

results given the significant challenges

that were faced in the Fishing division.

OUR PEOPLE

– Investment in training our people rose

to NAD7,6 million in 2014. No fatalities

were recorded during the year.

GROWTH IN BUSINESS

– Manica started a bunkering business,

Monjasa Namibia and Manica Sourcing

and Trading. Waltons opened a new

branch in Okahandja.

0

20

40

60

80

100

120

140

160

Headline earnings per share10,4%

Cents

87,4

120,0

140,3129,5

116,0

1310 11 12 14

0

100

200

300

400

500

600

700

800

Net tangible asset value per share7,8%

Cents

410

500

578638

688

1310 11 12 14

0

10

20

30

40

50

60

70

80

Distribution per share8,7%

Cents

1521

1836

2340 23

46

2439

1310 11 12 14

Final Interim

0

500

1 000

1 500

2000

2 500

3 000

3 500

4 000

Revenue12,4%

NAD’million

1 608,11 918,8

2 730,7

3 294,2

3 703,5

1310 11 12 14

0

100

200

300

400

500

600

700

Trading profit16,7%

NAD’million

368,9

544,9

646,6601,5

501,3

1310 11 12 14



PROJECT ACTIVITY

– The Freight and Logistics division’s

revenue increased by 21% benefiting

from services to oil and gas exploration

and other projects.

TECHNOLOGY INVESTMENT

– We remain on board with latest

technology on our vessels, in our

commercial businesses to ensure best

practice and outstanding customer

service.

WEAK NAMIBIA DOLLAR

– Exchange rate weakness beneficial

but could not counteract the effects of

higher costs and lower selling prices.

0

100

200

300

400

500

Profit after tax19,4%

NAD’million

237,1

384,1

460,9426,5

343,7

1310 11 12 14

0

500

1 000

1 500

2 000

2 500

3 000

Total assets0,5%

NAD’million

1 724,71 940,3

2 468,6

2 778,6 2 764,5

1310 11 12 14

0

100

200

300

400

500

600

700

Operating profit16,4%

NAD’million

351,9

562,4

654,5599,1

501,0

1310 11 12 14

0

100

200

300

400

500

600

700

800

Cash generated by operations29,3%

NAD’million

431,7

545,3

625,1585,6

413,8

1310 11 12 14



Bidvest Namibia at a glance

Bidvest Namibia Management Services

Corporate services are provided through Bidvest Namibia Management Services, which

is the administration company for the Group.

Bidvest Namibia Properties

Bidvest Namibia Properties is the property holding company within the Group. All

properties are currently leased by subsidiaries.

Bidvest Namibia Information Technology

Bidvest Namibia Information Technology has offices and data centres in Windhoek and

Walvis Bay. Currently the full range of IT services is provided to the Bidvest Namibia

Group internally and some external clients.

DESCRIPTION OF BUSINESS

BIDVEST NAMIBIA Bidvest Namibia is a diversified group of companies listed on the Namibian Stock Exchange.

Namsov Fishing Enterprises

Namsov has been engaged in the horse-mackerel industry since 1990 and continues

to supply large quantities of horse-mackerel to West Africa and the SADC region.

Twafika Fishing Enterprises

Twafika is the holder of a monk fishing right and the beneficiary of annual monk

quotas.

Trachurus Fishing Enterprises

Trachurus is the holder of a monk fishing right and the beneficiary of annual monk

quotas.

Tetelestai Mariculture Tetelestai is an oyster farming company based in Walvis Bay.

Namibian Sea Products Namibian Sea Products (Namsea) is active in the inshore small pelagic fishing industry

with canning, fishmeal and fish oil processing facilities. Canned products are marketed

under the Ocean Fresh and Ekunde brands.

Pesca Fresca Limitada This is the Angolan operating company engaged in the small pelagic industry, mainly

sardinella and horse-mackerel.


BIDVEST NAMIBIA FISHERIES HOLDINGS

Bidvest Namibia Fisheries Holdings is the holding company of the fishing subsidiaries.

Namibia Fisheries


BIDVEST NAMIBIA COMMERCIAL HOLDINGS

Bidvest Namibia Commercial Holdings is the holding company of the commercial business division of Bidvest Namibia.

Namibia Commercial

Manica Manica provides freight and integrated supply chain solutions to Namibia.

Woker Freight Services With facilities in Walvis Bay, Windhoek, Oshikango and Hosea Kutako International

Airport, Woker Freight Services is the premier provider of freight management solutions

in Namibia. The range of services encompasses parcels, consolidation services, inter-

modal transportations, compliance management services, freight handling – air, sea,

road and rail for all types of cargo.

Lüderitz Bay Shipping and Forwarding

Your one-stop shipping, clearing, forwarding and warehousing provider in Lüderitz. This

company is a replica of Manica in Lüderitz on a smaller scale.

Rennies Consolidated Rennies Consolidated provides a full range of warehousing facilities, including container

depot and bulk storage facilities.



Manica Logistic Services The “one point entry” for bigger projects, Manica Logistic Services offers logistics

consulting as well as developing integrated supply chain solutions for customers.

Walvis Bay Stevedoring Company

Walvis Bay Stevedoring has been recognised as one of the safest cargo handling

service companies in Walvis Bay and Lüderitz.

Manica Oil and Gas This division provides specialised logistics and project management services to the

oil and gas industry, exploration companies, rig and vessel owners and agents.

Ocean Liner Services Ships agency and husbandry services for both liner and non-liner shipping principals

have been offered by Ocean Liner Services for over 50 years.

MACS Agency Ships agency and husbandry services for the liner MACS.

GAL Agency Ships agency and husbandry services for the liner GAL.

MOL Agency Ships agency and husbandry services for the liner MOL, one of the 10 biggest liners

in the world.

Lubrication Specialists The largest supplier of marine lubricants in Namibia.

Walvis Bay Airport Services

Provides airport ground handling support at the Walvis Bay airport. It also offers an

around-the-clock specialised service to aircraft operators.

Manica Business Centre Provides ideal office-away-from-home facilities for foreign contracted personnel.

Manica Sourcing and Trading

A new venture aimed at providing specialised procurement and trading services to

the marine industry.

Monjasa Namibia A joint venture between Manica and Monjasa to provide bunkering services to vessels

along the west coast of Africa.

Food and Distribution Warehousing, distribution, sales and merchandising service providers of fast-moving

consumer goods to the Namibian retail and wholesale market.

Taeuber & Corssen Provides goods to the FMCG sector all over the country.

Caterplus Namibia Provides food solutions to the catering and hospitality industries.

ProTrade Agencies Provides mainly non-food goods to the FMCG sector in Namibia.

Commercial and Industrial Services

A full range of electrical equipment and consumables, stationery, office equipment,

furniture as well as hygiene rental equipment, travel management services and office

automation is offered by this division.

HRG Rennies Travel Namibia

The largest travel group and travel management service company in Namibia.

Minolco Namibia t/a Konica Minolta

A licensed distributor of Konica Minolta branded copiers, printers and multi-functional

machines. Minolco specialises in office automation.

Cecil Nurse Namibia A distributor of office furniture, home furniture and hospitality furniture, providing office

solutions with efficient, innovative designs.

Kolok Namibia The leading brands distributor of wholesale printer consumables, hardware and other

peripherals.

Waltons Namibia One of the leading retail office suppliers in the country.

Voltex Namibia A distributor of wholesale and retail electrical goods, equipment and energy-saving

products.

Bidvest Namibia Steiner A hygiene service rental company, committed to improving and enhancing every

company’s hygiene requirements as per their specific needs.


BIDVEST NAMIBIA COMMERCIAL HOLDINGS

Bidvest Namibia Commercial Holdings is the holding company of the commercial business division of Bidvest Namibia.

Namibia Commercial



Six-year review

2014 2013

Extract from financial statements N$’000s

Revenue 3 703 495 3 294 235

Trading profit 501 313 601 497

Net finance income 16 298 15 690

Attributable profit 343 742 426 505

Shareholders’ interest 2 065 162 1 959 047

Total assets 2 764 518 2 778 557

Funds employed** 1 372 372 1 199 271

Cash generated by operations 413 761 585 583

Wealth created by trading operations 1 158 871 1 204 599

Employee benefits and remuneration 550 960 483 638

Share statistics

Headline earning per share (cents) 116,0 129,5

Ordinary distribution per share (cents) 63,0 69,0

Distribution cover (times) 3 3

Distribution yield (%) 5 6

Earnings yield (%) 9 10

Net tangible asset value per share (cents) 688 638

Share price (cents)

high 12,73 12,71

low 12,50 10,71

closing (June 30) 12,73 12,51

Market capitalisation (NAD’million) 2 698 162 2 651 532

Volumes traded (000’s) 1 304 4 340

Volumes traded as % of weighted number of shares 1 2

Ratios and statistics

Return on total shareholders’ interest (%) 24 31

Return on average funds employed (%) 39 54

Trading profit margin (%) 14 18

Interest cover 21 27

Current asset ratio 3,8 3,0

Quick asset ratio 2,9 2,4

Number of employees 3 239 3 203

Revenue per employee (NAD’000) 1 143 1 028

Value added per employee (NAD’000) 358 376

Number of shares in issue (000’s) 211 953 211 953

Number of weighted shares in issue (000’s) 211 953 211 953

Exchange rate comparisonsNamibia dollar/US dollar

Closing rate 10,70 10,24

Average rate 10,32 8,86

* Value added statement only prepared from 2012 onwards.

** Funds employed = total assets excluding cash and cash equivalents, taxes (current and deferred) and goodwill; less total liabilities excluding taxes (current and deferred).



2012 2011 2010 2009

2 730 667 1 918 804 1 608 101 1 387 590

646 616 544 922 368 869 284 496

17 606 6 085 1 253 3 402

460 880 384 079 229 680 183 344

1 711 976 1 401 728 1 156 007 655 795

2 468 625 1 940 353 1 724 735 1 073 018

1 038 630 680 991 564 526 414 208

625 123 545 332 431 704 240 378

1 203 998 * * *

435 779 365 669 315 896 263 301

140,3 120,0 87,4 79,0

63,0 54,0 36,0 15,0

3 3 3 7

6 7 5 not listed yet


578 500 410 240

10,71 8,20 7,20 not listed yet



2 270 017 1 659 763 1 490 062 not listed yet

2 935 1 846 1 561 not listed yet


38 39 32 43

75 88 75 69

24 28 23 21

26 63 183 54

3,0 3,2 2,5 1,8

2,4 2,7 2,0 1,3

3 110 2 690 2 568 1 998

878 713 626 694

387 – – –

211 953 206 953 206 953 163 303

209 862 206 953 192 363 163 303

8,33 6,75 7,62 8,27

7,77 6,98 7,61 9,28



Directorate

EXECUTIVE DIRECTORS

NON-EXECUTIVE DIRECTORS

Lindsay Ralphs 59

Qualification: CA(SA)Appointed: March 3 2014

Lindsay is chief executive of Bidvest South Africa

and a director of various Bidvest subsidiaries.

Lindsay joined Bidvest as operations director in

1992. In 1994, he was appointed managing

director of Steiner. Following the acquisition of

Prestige, Bidserv was created. Lindsay became its

chief executive. Lindsay was appointed CE of

Bidvest South Africa in February 2011. Lindsay was

appointed to the board of Adcock Ingram in 2014.

Sebulon Inotila Kankondi48

Qualification: Post-graduate degree: Business Administration (Unisa)Appointed: August 10 2007Director of several Bidvest Namibia subsidiaries,

Sebby joined Bidvest Namibia after he spent six

years as the Managing Director of the Namibian

Ports Authority. He was trained as a mechanical

engineer and holds a degree in Business

Administration. He has also successfully completed

UCT and Stellenbosch Business School

Programmes in Marketing and Business

Management and Leadership. He took part in more

than three assignments in the Middle East, Norway

and the USA exposing him to modern management

practices in freight and logistics.

Board committee membership: Nomination, acquisition, risk and executive (chairman)

Chief executive officer

Jan Arnold

55

Qualification: BCom (Accounting) (Pretoria)Appointed: January 17 2007Director of several Bidvest Namibia subsidiaries,

Jan has more than 27 years’ executive experience

in the fishing and mining industries. He is a council

member of the University of Namibia and a trustee

of the Namsov Community Trust. He is a former

member of the Advisory Council of the Ministry of

Fisheries and Marine Resources, the Sam Nujoma

Marine and Coastal Resources Research Centre

and the Midwater Trawl Association of Namibia. In

addition, Jan is a former trustee of the Namibian

Maritime and Fisheries Training Institute.

Board committee membership: Acquisition, risk and executive.

Managing director of Bidvest Namibia Fisheries Holdings

Theresa Weitz37

Qualification: CA(Nam), B Accounting (Hons) (Stellenbosch)Appointed: August 18 2011Director of several Bidvest Namibia subsidiaries,

Theresa has 12 years’ managerial experience

across various industries. She is a former group

financial manager of the Ohlthaver & List group of

companies.

Board committee membership: Acquisition, risk and executive

Financial director

Martin Kaali Shipanga 46

Qualification: BCom (Wits), Masters in Public Policy and Administration

Martin completed in-service-training at De Beers

prior to serving the City of Windhoek for 10 years,

initially as deputy head of finance and then as

deputy chief executive before becoming the city’s

chief executive. In 2004, he became a member of

the founding executive team at Nedbank Namibia

and was the bank’s first indigenous managing

director. Martin subsequently established

SmartSwitch Namibia, a joint venture between

Nampost and Net 1 Technologies.

He has served as a director of various public and

private companies and currently sits on the boards

of Zebra Holdings, Ebank and Mutual & Federal.

He is chairman of the Frans Indongo Group.

Martin is a full-time entrepreneur and manages a

property portfolio. In addition, he is the founder of

Mamma Fresh, Moola Mobile and Tusk Mobile &

Electronics.

Board committee membership: Audit and risk (chairman)

Hans-Harald Müseler 65

Qualification: CA(Nam)/(SA) MBA (Stellenbosch)Hans-Harald, a professional with 22 years’

experience as an accountant and auditor, retired

as a partner in the assurance division of

PricewaterhouseCoopers. He is an independent

non-executive director and serves on the boards of

entities in the private and public sectors of

Namibia.

Board committee membership: Audit (chairman), remuneration and risk

Lindsay Ralphs Sebulon Kankondi Jan Arnold Theresa Weitz Martin Shipanga Hans-Harald Müseler

NON-EXECUTIVE CHAIRMAN



David Edward Cleasby 52

Qualification: CA(SA)

A director of numerous Bidvest subsidiaries and

associate companies and Financial Director of The

Bidvest Group Limited. David was financial director

of Rennies Terminals when Bidvest acquired

Rennies in 1998. In 2001, he joined Bidvest

corporate office, where he has been involved

in both Group corporate finance and investor

relations.

Board committee membership: Audit, remuneration (chairman) and acquisition

Martina Mokgatle-Aukhumes 45

A director of several boards in the fishing industry,

Martina is a communication and public relations

specialist. She has executive experience in the

Ministries of Education, Regional and Local

Government and Fisheries and Marine Resources

and has held senior positions with Sea Harvest and

Alexander Forbes Group Namibia. Martina is

currently executive director of Naneni Investments

and the Bonsai Fishing and Aquaculture Project.

Frans Kapofi 61

Qualification: Diploma in Modern Management Administration (Cambridge Tutorial College, Britain), MBA (Eastern and Southern African Management Institute, Arusha, Tanzania) Appointed: March 3 2014

After independence in 1990, Frans was appointed

Namibia’s first permanent secretary and

accounting officer at the Ministry of Defence. He

joined the Ministry of Prisons and Correctional

Services as its first permanent secretary and

accounting officer in 1995, a position he held until

his 1999 appointment to his current position as

secretary to the Cabinet.

Frans serves on a number of boards. He is also

group chairman of Western National Insurance

Holdings, chairperson of the Namibia Institute of

Public Administration and Management (NIPAM)

Governing Council, chairman of the SME Bank

board of directors and board chairman of the

August 26 Holdings Company.

Birgit Eimbeck 37

Qualification: CA(Nam), Certified Internal Auditor, BCom (Acc) (Hons) (Pretoria), BPhil (Applied Ethics) (Stellenbosch) Appointed: March 3 2014

A non-executive director of Standard Bank Namibia

and Namibia Asset Management, Birgit is a

previous director of the Namibia Water Corporation

and chaired its audit committee. She has 11 years’

experience in various companies at group financial

manager level, including exposure to the fishing

industry as well as running her own business.

Konrad Ernst Taeuber 67

Qualification: National Diploma in Industrial Administration and MTM 1, 2 and 3, BCom (Unisa), Fellow of the Institute of Directors. Resigned: August 22 2014Director of Taeuber Management Trust, SMC Brands, T&C Properties and Fountainhill Estates, Konrad has served as an executive director of Bayer SA and is currently executive chairman of Taeuber & Corssen (Pty) Limited. He has served as a director of numerous companies and charities and is a trustee of the Alfons Weber Foundation, Swakopmund. Konrad is a past chairman of the Institute of Directors and helped to prepare the King II Report on Corporate Governance in South Africa.

Board committee membership: Nomination

Brian Joffe 67

Qualification: CA(SA) Director of numerous Bidvest subsidiaries and

chief executive of The Bidvest Group Limited,

Bidvest Namibia’s holding company.

Brian founded The Bidvest Group Limited in 1988

and was appointed chief executive in 2004. He

has over 34 years’ South African and international

commercial experience. He was one of the Sunday

Times’ top five businessmen in 1992 and is a past

recipient of the Jewish Business Achiever of the

Year award.

Brian was listed as one of the Top 100 Africans of

the Year in the 2001 Africa Almanac and was

voted South Africa’s Top Manager of the Year in

2002 in the Corporate Research Foundation’s

publication “South Africa’s Leading Managers”.

He represented South Africa at the Ernst & Young

World Entrepreneur of the Year awards in 2003

and was Sunday Times’ Businessman of the Year

in 2007. Brian was awarded an honorary doctorate

by Unisa in 2008 and in 2010 was saluted by the

WBS (Wits Business School) Journal as one of

South Africa’s top 25 business leaders.

Board committee membership: Acquisition (Chairman)

Pieter Christiaan Steyn 66

Qualification: PMD, Harvard

Director of several Bidvest subsidiaries. Pieter

has over 36 years’ experience in the fishing,

freight, logistics, terminals and travel industries.

Board committee membership: Nomination

Konrad Taeuber Brian Joffe David Cleasby Frans Kapofi Pieter Steyn Birgit Eimbeck Martina Mokgatle-Aukhumes



Back: H Timke, T Mberirua, W Schuckmann, Q King.

Front: J Arnold, T Weitz, S Kankondi.

Executive committee members

Sebulon Inotila Kankondi

Chief executive officer

Theo Mberirua

52

Qualification: BSc (Mercy College, New York), MBA (Accounting) (Baruch College of the City University of New York)

Theo has held senior executive positions at several

major corporates, including Namibia Breweries,

Lonrho, Telecom and Standard Bank and has

lectured on business subjects in both the USA and

Namibia. He was a member of the Presidential

Economic Advisory Council. In addition, Theo is part

of the executive team at the Namibia Chamber of

Commerce and Industry and is a former chairperson

of the SADC Banking Association. He joined Bidcom

as Commercial and Business Development Director

in April 2012.

Commercial director of Bidcom

Quentin King

70

Quentin held a series of management positions in

various divisions of the Barlow’s Group in South

Africa, before joining the Namibian executive

team at Michelson’s (later National Cold Storage),

a division of the Taeuber & Corssen Group, in

1992. He became managing director of Taeuber

& Corssen SWA in May 1999. He retired on

June 30 2014.

Managing director of Food and Distribution

Werner Schuckmann

Qualification: CA (Nam)/SA B Accounting (Hons) (UCT)

Werner, a chartered accountant, spent several

years in Europe in the transaction services industry

before returning to Namibia to take executive

responsibilities in several sectors. He joined

Bidvest Namibia in January 2012 to oversee

businesses in the Commercial and Industrial

Products and Services operations of the Bidcom

division.

48Managing director of Commercial & Industrial Products & Services

48

Jan Arnold

Managing director of Bidvest Namibia Fisheries Holdings 55

Theresa Weitz

Financial director 37 Hans-Werner Timke

Qualification: CA(SA), BCom (UCT)

Hans-Werner has international and Namibian

experience in financial and general management in

the mining, dental, oil and gas, seafood and freight

industries, among others. He joined Manica as

financial director in 2004 and became managing

director in 2005. In 2007, on the formation of

Bidvest Namibia, Hans-Werner assumed the

additional role of Bidcom managing director. This

later became a full-time role. When Bidcom was

split into three focus areas in 2012, he resumed

his role as managing director of the Freight and

Logistics business.

50Managing director of Freight and Logistics



Bidvest Namibia Limited abridged Group structure

Bidvest Namibia is a subsidiary of The Bidvest Group Limited

BIDVEST NAMIBIA LIMITED

Bidvest Namibia

Fisheries Holdings

(Bidfish)

100%

Bidvest Namibia

Management Services

Bidvest Namibia

Information Technology

100% 100%

Bidvest Namibia

Commercial Holdings

(Bidcom)

100%

Bidvest Namibia Property

Holdings

100%

Namibian Sea Products 100%

Namsov Industrial Properties 100%

Trachurus Fishing 51%

Twafika Fishing Enterprises 75,10%

Comet Investments Capital 100%

Tetelestai Mariculture 100%

Mukorob Pelagic Processors 100%

Namfish Pelagic Industries 100%

!OE#GAB Fishing Enterprises 50%

Sarusas Development Corporation 100%

United Fishing Enterprises 100%

Atlantic Harvesters of Namibia 100%

Pesca Fresca LDA 49%

Elzet Development 100%

T&C Properties Namibia 100%

Food & Distribution

Taeuber & Corssen (SWA) 100%

Freight & Logistics, Material Handling & Marine Services

Manica Group Namibia 100%

Commercial & Industrial Services

9,5%

* Manica Group Namibia entered into a joint venture with Biamark (Pty) Ltd who owns a 35% shareholding in Monjasa effective July 1 2014.

Lubrication Specialists 100%

Lüderitz Bay Shipping & Forwarding 100%

Monjasa Namibia 100%*

Walvis Bay Airport Services 100%

Walvis Bay Stevedoring Company 55%

Woker Freight Services 100%

Matador Enterprises 100%

ProTrade Agencies (Division of T&C)

T&C Trading 100%

Caterplus Namibia 100%

Bidvest Namibia Steiner (division of Bidcom)

Cecil Nurse Namibia 100%

Kolok (Namibia) 100%

Minolco (Namibia) (trading as Konica Minolta) 100%

Rennies Travel (Namibia)100%

Voltex (Namibia) 100%

Waltons Namibia 100%

Namsov Fishing Enterprises 69,55%



performance excellenceWe believe in





Performance overview

Chairman’s review 16

Chief executive’s review 18

Bidvest Namibia Fisheries Holdings


Bidvest Namibia Commercial Holdings


Financial director’s review 32

Corporate governance 34

Group value added statement 37

Consolidated segmental analysis 38

Sustainability at Bidvest Namibia 40

We turn ordinary

business into extraordinary

performers



Chairman’s review

HIGHLIGHTS

– Headline earnings per share 116,0 cents (2013: 129,5 cents)

– Dividend of 63,0 cents declared (2013: 69,0 cents)

– Lower dividend and declining trading profits highlight impact of policy challenges

– Namibianisation strategy makes continued progress

– Renewed focus on diversification of our base of business

– Commercial businesses make encouraging progress

– Innovation continues with focus on new markets

– Investment in new infrastructure maintained

– Commitment to acquisitive growth reaffirmed

This is my first report to stakeholders of Bidvest Namibia Limited and let me say at the outset how honoured I am

to serve as chairman of this dynamic and innovative Group. I benefit greatly from the support of an experienced and

knowledgeable board of directors and an energetic and very capable management team. Together, I am confident we

can maintain the growth of this proudly Namibian business while making a sustained contribution to the nation it serves.

At this juncture, it is also appropriate to pay tribute to the work of my predecessor as chairman, Brian Joffe.

Brian led Bidvest Namibia from the time of its listing on the Namibian Stock Exchange in October 2009 until earlier this

year. Under his stewardship, Bidvest Namibia achieved sustained growth, becoming one of the largest employers in the

country while delivering significantly enhanced value to shareholders. All team members at Bidvest Namibia benefited

from his wisdom and guidance. Brian Joffe laid some impressive foundations and will remain on the board of directors.

My task as incoming chairman is to build on them.

OVERVIEWOverall results were somewhat disappointing, though our teams performed well in the face of significant challenges. The

impact of lower horse-mackerel selling prices, lower direct quota allocated in the last two years and increased costs

in securing outside quotas was the major cause of a significant fall in trading profit, down 16,7% to NAD501,3 million.

Our fishing businesses remain highly efficient. Our crews are well trained and ably led and our vessels are well equipped.

They did well to achieve a measure of profitability, albeit at lower levels, while maintaining the Bidfish reputation for

exceptional product quality.

By and large, our commercial operations made encouraging progress and we witnessed a significantly improved

contribution from these businesses. Unfortunately, their gains could not entirely offset the pressures faced by Bidfish.

The national economy continued on the growth path, though the rate of growth appeared to be moderating as the year

wore on. New investment in the mining industry, notably in the uranium sector, contributed to growth, as did activities

in the oil and gas industry. The consumer economy continued to grow in importance, though consumer spending was

generally subdued.

Our commercial businesses optimised these opportunities while seeking continued efficiencies.

The Namibia dollar weakened during the review period. Generally, a measure of currency softness is beneficial for

Bidvest Namibia as the Bidfish catch is sold on international markets in US dollars. The foreign exchange benefit was not

enough to offset the double impact of increased costs in securing outside quotas and lower selling prices.

POLICY IMPACTSIn these circumstances, the alert sounded by my predecessor in the previous annual report takes on added weight. At

that stage, it was pointed out that the impact of lower direct quotas granted by the Ministry of Fisheries and Marine

Resources had been cushioned to a certain extent by firm prices for our fish and positive currency effects. However,

these fortunate circumstances should not cloud the wider issue of policy effects and the potential for serious impact

on our business.

This assessment went unheeded and quotas were once again reduced with the second quota allocation for the 2014

calendar year. This time there is no ‘cushion’ and the consequences have been severe on the results post financial

year-end.

Policy and how it is implemented not only affect the

bottom line of a business, they also affect lives, jobs and

resources.

Bidfish sought continued efficiencies during the year

and made strenuous efforts to maximise fleet utilisation.

Clearly, as volumes and profits fall, a business has to

reduce expenses and overheads. Management delayed

the inevitable as long as possible, but early in the new

period the decision was taken to lay up two vessels and

send crews home.

The reduction in quotas made it impossible to maintain

all vessels at sea. The volumes simply did not warrant

full allocation of our resources. The decision was taken

with great regret, but ultimately we were left with little

alternative.

In our view, our modern, efficient fishing fleet is a

national asset. Its deployment contributes to the food

security of millions of Africans.

Admittedly, various needs and priorities have to be

balanced by national policymakers. This is no easy task.

However, it is in the interest of all parties that a solution

be found.

The needs of new entrants to the fishing industry cannot

be ignored, but the need to keep Namibian crews in

work and an efficient fishing fleet in being also deserves

consideration.

PROUDLY NAMIBIANAt the time of our listing, Bidvest Namibia was at

pains to address the challenge of black economic

empowerment and broad-based Namibian participation

in the ownership structure. The strategy called for the

development of a proudly Namibian business that would

grow Namibian jobs and contribute to the training and

development of Namibian people. A further objective was

the closest possible alignment with the communities

served by the Group.

In tandem with our empowerment partners at Ovanhu

Investments we have consistently applied this strategy.



Our early commitment to employment equity and staff development has enabled us to make significant progress with

Namibianisation. This is work in progress, but gains have been considerable.

We are proud of our role in training Namibian managers and officers. Namibian executives drive Bidvest Namibia by

securing business growth that both sustains and create local jobs.

At the same time, our businesses – in collaboration with partners such as the Namsov Community Trust and the Pandula

Trust – have maintained their commitment to socio-economic development in communities across Namibia.

In 2014, our status as a truly Namibian brand was again spotlighted by our sponsorship of the Bidvest Namibia Cup,

a national soccer tournament that has taken off with fans all over the country.

These initiatives continue. Bidvest Namibia commits to the long haul and seeks sustainability in all aspects of

its business.

DIVISIONAL PERFORMANCE

Our horse-mackerel business, Namsov – historically the single biggest contributor to our earnings – faced pressure in

view of lower direct quotas and higher quota acquisition costs. Typically, our teams continued to innovate and seek new

opportunities. Tetelestai made continued progress with the development of open ocean oyster farming and our sardine

businesses put in a good showing.

Bidcom teams made a stronger contribution, notably at Freight and Logistics, and Commercial and Industrial Services.

Momentum is still being built at Food and Distribution. Investment in new infrastructure was maintained and Manica

entered the market for office support services.

EARNINGS AND DIVIDENDS

Headline earnings per share decreased by 10,4% to 116,0 cents per share (2013: 129,5 cents per share).

In view of materially lower trading profits, the board decided to declare a dividend of 63 cents (2013: 69 cents).

APPRECIATION

The people of Bidvest Namibia again demonstrated their resilience and hard work in sometimes challenging conditions.

I thank all our people for their efforts. I also extend my thanks to our management teams for their commitment

and dedication.

To my new colleagues on the board of Bidvest Namibia, I express my deep appreciation for guidance, patience and

support. Your insights have been invaluable and I look forward to our continued collaboration.

GOING FORWARD

The commitment to growth at Bidvest Namibia is as strong as ever. The challenges of the past year confirm the strategic

necessity for the continued diversification of our base of business – through innovation within our existing operations,

through entry into new markets by teams eager to develop new revenue streams and through strategic acquisitions.

No acquisitions were made in 2014, but our appetite for acquisitive growth remains undiminished, especially if it

contributes to further diversification.

In our quest for growth we will not restrict ourselves to activities in which we have a long-established base. Entirely new

areas of opportunity will be explored. We are an entrepreneurial Group and we will pursue all avenues that will enable

us to unlock value.

Our fishing operations will examine opportunities for

range extension and the application of new technology.

Growth of our Angolan interests is a particular area of

focus. As always, the long-term recovery of Namibia’s

fish resource is of critical importance to us and we will

continue our long-standing cooperation and collaboration

with the Ministry of Fisheries and Marine Resources.

Businesses across the Group continue to invest in new

infrastructure while exploring new opportunities, and

early in our 2015 financial year Manica expanded its

base by entering the market for bunkering services, an

area that offers substantial growth potential.

Our commercial operations developed strong impetus in

2014. This will be maintained in the coming year.

The pursuit of efficiencies and service improvements

remains an area of focus. Where appropriate, product

and service innovation will be accelerated by utilising our

association with the international Bidvest Group.

The development of talented Namibians remains both

a national and a Group priority. Accordingly, we will

continue to step up our investment in the people of

Bidvest Namibia.

We are positive about the potential for continued

growth within the Group and every bit as positive about

prospects within Namibia itself. We are proudly Bidvest.

Lindsay Ralphs

Non-executive chairman



Chief executive’s review

HIGHLIGHTS AND CHALLENGES

– Revenue up 12,4% at NAD3,7 billion (2013: NAD3,3 billion) – Operating profit dropped to NAD501,0 million (2013: NAD599,1 million)

– Continued pressure on Bidfish in view of ongoing lower direct quotas and the high cost of acquiring fishing quotas from third parties

– Exchange rate weakness beneficial but could not counteract the effects of higher costs and lower selling prices

– Sardine businesses perform well – Stronger contributions by Freight and Logistics, and Commercial and Industrial Services

– Waltons turnaround gained ground and Kolok performed strongly – Namibianisation programmes make continued progress – No serious accidents were recorded

OVERVIEW

Mixed results were achieved by Bidvest Namibia in the face of significant challenges in our fishing operations.

In the 2012 calendar year, quotas allocated to Namsov and its joint-venture partners by the Ministry of Fisheries and

Marine Resources were significantly below previous levels. In 2014, during the second allocation, it worsened.

Further reduction in direct quotas, at a time when the key horse-mackerel resource has recovered, will have a material

impact on our volumes and our capacity to grow Namibian jobs.

Previously, the effects of lower direct quotas were ameliorated by firmer market prices for horse-mackerel and pilchards.

In 2014, selling prices softened considerably, with material effects on Bidfish and the overall profitability of Bidvest

Namibia. However, our sardine businesses maintained recent momentum and put in a good performance.

Exchange rate weakness was beneficial to some extent, but could not counteract the twin effects of lower selling prices

and higher costs.

Pleasing improvements were achieved by some of our Bidcom businesses.

Freight and Logistics, and Commercial and Industrial Services made stronger contributions. Food and Distribution made

progress, but the full effects of management restructuring at Caterplus and investments in expanded infrastructure were

not entirely evident by year-end.

Freight volumes were up significantly at Freight and Logistics. Divisional performance also benefited from solid demand

from customers engaged in oil and gas exploration.

Gains were achieved by almost all business in the Commercial and Industrial Services division. Closer cooperation with

their peers in Bidvest South Africa contributed to higher market share and efficiency improvements.

Infrastructure investment by government and the creation of new retail centres were beneficial while travel results were

lifted by customer service enhancements, IT upgrades and a growing influx of business travellers.

The Waltons turnaround strategy gained traction and Kolok had an exceptional year on the back of strong sales of

consumables. Minolco achieved good sales in a challenging environment. Cecil Nurse enjoyed several significant

tender successes and Steiner turned in a much improved performance following a restructuring. However the Voltex

results were disappointing.

Food and Distribution made some gains, but the benefit of the turnaround strategy at Caterplus will not be evident until

the new period. However, this business moved back into profit.

T&C added confectionery ranges to its basket of brands. However, integration of ProTrade Agencies – acquired in the

prior period – took longer to achieve than anticipated. The realisation of synergies and efficiencies is receiving focused

management attention.

Food and Distribution is one of Namibia’s few substantial

distribution businesses with national reach. Investment

in strategic infrastructure positions the division well for

future growth.

FINANCIAL RESULTS

At NAD3,7 billion (2013: NAD3,3 billion), revenue was up

12,4%. However, operating profit was significantly lower

at NAD501,0 million (2013: NAD599,1 million).

Cash generated by operations decreased by 29,3% to

NAD413,8 million (2013: NAD585,6 million).

STRATEGIES AND CHALLENGES

Bidvest Namibia is committed to the market it serves.

The strategic vision that determines the long-term

planning of our businesses is closely aligned with many

of the macro-economic and developmental strategies

of policymakers.

For example, food security has become a key policy goal

for many nations in Africa, including Namibia. To feed

people it is necessary to create and expand efficient

businesses that provide large volumes of food products

at prices ordinary people can afford.

Our fishing businesses have become an important

contributor to the food security of many African countries.

A Bidfish estimate indicates that its fishing fleet provides

affordable protein to 3 million Africans every day – at

least, that was the statistic until recently.

In view of the policy spotlight on food security, one

would think the future is bright for such an efficient,

large-volume contributor to the daily protein intake.

However, other policy dynamics have the potential to

limit this contribution.



In Namibia, another policy dynamic involves the encouragement of small entrepreneurs, including community-based

entrepreneurs looking to enter the fishing industry. These newcomers receive growing fishing quotas.

This trend is understandable. However, higher allocations to small, under-resourced entrants translate into lower

allocations for major local operators like Namsov.

There comes a point when the major player has to cut back to contain expenses and protect jobs. By year-end that

point was close at Namsov and Trachurus, our horse-mackerel fishing businesses. To make meaningful savings, vessels

ultimately have to be taken out of service and laid up.

Efficient, large-scale trawling capacity is then removed. This flies in the face of the overarching priority of policymakers

– food security. Africa needs affordable protein from efficiently harvested fish stocks. This means Africa needs to keep

its modern fishing fleets operational.

Impacts have to be carefully considered by policy implementers.

New policies can be introduced quite quickly, with significant impact in short order. It is not nearly so easy to institute

corrective action once a false step has been taken.

The Namibian authorities have not only changed the traditional balance in the allocation of fishing quotas, they have

also restricted the import of poultry and dairy products to protect local producers. The net effect is to drive up prices.

Consumers then seek more affordable alternatives. In Nigeria, the authorities have banned certain fish imports. In the

DRC, price limits have been imposed on some fish products.

All interventions come at a price – to consumers and to businesses whose volumes are affected – necessitating a

search for alternatives.

Major companies are in business for the long haul. They hope to work in partnership with governments to achieve

long-term national objectives. Proper partnership works for all parties. Consumers benefit from assured supplies at

affordable prices. Business benefits from greater policy certainty. Government benefits as its private sector partners

help it achieve its goals.

The challenge is to find the correct balance to ensure other players like community-based fishing operations and local

poultry and dairy suppliers are also accommodated. Balance can best be achieved by timely consultation well ahead of

the implementation of new policies.

LONG-TERM VISION

Another long-term vision – of policymakers and those who believe in Africa’s potential – relates to the growth of

consumer markets. Africa has a young, growing population. A new middle class is emerging with new needs. The

desires and expectations of these salary-earners are already having positive impact on markets across Africa. Namibia

is no exception.

To serve these consumers, retail chains and quick service

restaurant brands are investing in new infrastructure.

New shopping centres are cropping up. Established retail

centres are being expanded.

This bodes well for the growth of our commercial

businesses. For example, T&C provides aspirational

brands while Caterplus addresses the growing demand

for out-of-home eating.

At the same time, we see new residential projects under

way as developers look to satisfy the middle-class

demand for better housing.

ProTrade Agencies has a key role to play as families

are formed and homes are established. This recently

acquired business markets small appliances, non-food

categories and hardware – products needed by our

growing middle class.

Again, businesses at Bidvest Namibia are well positioned

to take advantage of national developments. As strategic

opportunities occur, the management challenge is to

ensure vigorous action at operational level. To this effect,

management teams will continue to be strengthened and

receive the support they need.

POLICY-DRIVEN GROWTH

On occasion, policy changes generate more opportunities

than risk. This was demonstrated by government

efforts to assist small and medium enterprises. It has

become standard practice for government departments

in Namibia to award a wide range of tenders to SMEs.

Ostensibly, this creates a challenge for larger businesses

that no longer benefit from direct government business.



Chief executive’s review continued

However, it rapidly became apparent that smaller operators need the support of larger businesses able to supply

equipment and consumables from reputable brands, as well as to provide affordable credit terms.

SMEs are now a fast-growing segment of the Bidcom customer base.

The smaller entrepreneur may have received a sizeable contract, but often lacks the capital to procure the necessary

equipment. We responded by setting up a fund that enables SME customers to receive up to NAD20 million to cover the

cost of equipment and items specified in a government tender.

The credit line supported sales growth at businesses such as Minolco, Voltex, Waltons and Cecil Nurse.

INNOVATION AND NEW INVESTMENT

To secure sustainable growth, innovation must be constant. Established practice should not constrain the search for

new solutions.

Namsov has long been a principal driver of our profits. Its operations are extremely efficient and highly successful. This

did not prevent our horse-mackerel fishing business from carrying out an extensive investigation of the benefits – or

otherwise – of new refrigerated seawater (RSW) technology.

Currently, Namsov’s pelagic trawlers freeze, store and pack fish on board. Namsov invested NAD10,5 million in the

charter of an RSW trawler to investigate a key alternative. The RSW system brings the catch to harbour for onshore

processing. The Namsov initiative confirmed the viability of this approach. At a later stage, this may pave the way for

reinvention, leading to greater use of shore-based facilities.

Innovation is also apparent at Freight and Logistics. The division expanded into “away-from-home” services (office

space, office equipment and office support) by launching the Manica Business Centre. By year-end, preparations were

also being finalised for the establishment of a bunkering services business to supply oil and diesel to marine customers.

Manica continued to implement service improvements at its existing operations and introduced a web-based track and

trace system.

At Food and Distribution, investment was maintained in the expansion and refurbishment of its retail infrastructure.

Caterplus now has a national network of branches.

Efficiency gains were also secured by the roll-out of the T&C IT system across the Food and Distribution business.

Within Commercial and Industrial, Waltons completed the upgrade of its accounting system.

OUR PEOPLE

We are a people-driven business. Our people are a source of competitive advantage and we are committed to continued

investment in their development.

In 2014, our total investment in training, learnerships and bursaries rose from NAD5,8 million to NAD7,6 million.

Safety training is a focus area across all businesses. Some of our operations are inherently hazardous. I am happy to

report, however, that there were zero fatalities in 2014.

Another key area is our Namibianisation programme.

We take pride in our efforts to Namibianise operations that were historically reliant on foreign expertise. Our international

training scheme to develop Namibian officers for Namibian vessels continues to achieve good results. Officers’ training

in Kaliningrad, Russia, is complemented by other initiatives such as learnerships, bursaries and partnerships with the

Namibian Maritime and Fisheries Institute and the Cape Peninsula University of Technology in South Africa.

GOVERNMENT INITIATIVE WELCOME

Our substantial commitment to training predates government’s recent introduction of a national training levy. The levy

has been set at 1% of payroll, though companies that invest in training can claim back half their training expenditure.

The levy adds considerably to our costs at a challenging time. Even so, Bidvest Namibia sees the necessity for a policy

intervention such as this. Skills shortages impede national growth. Yet many companies have failed to invest in their

people over many years. Something had to be done.

The long-term effect of government action may be to

level the training playing field as those who previously

failed to invest in training now have an incentive to do so.

Businesses such as Bidvest Namibia that make

substantial training investments have long been

frustrated by the targeting of their trainees by other

companies. The non-trainers avoided the investment and

simply head-hunted promising candidates who had been

developed by industry competitors.

Hopefully, the training levy will result in a more responsible

approach to training by all private sector players.

UNDERSTANDING EMPLOYEES

Our people orientation is also showcased by ongoing

innovation within the HR function. For example, we

recently implemented a self-service HR system and

automated our personnel files. This will enable staff

members to retrieve their own information and update it.

Better information leads to better understanding of

employee needs.

For example, it emerged that more than half our people

have no medical aid. Affordability is a key constraint.

To assist those without medical insurance, we have

partnered with an NGO, the Mister Sister Mobile Health

Service. Mobile clinics from the service now regularly

visit our operations in Windhoek to provide basic health-

care to employees from low-income groups.

APPRECIATION

I thank the people of Bidvest Namibia and their managers

for their support and dedication in a challenging year.

Our margins came under pressure, so did our people.

But we continued to achieve top-line growth and made

solid progress in many areas. This was the result of hard

work and innovation. I appreciate the effort made by all

and congratulate the teams that achieved consistent

growth on a job well done.

I must also thank our chairman and our board of directors

for their guidance and strategic direction.

In addition, I extend our thanks to both customers and

suppliers. We increasingly work as partners to achieve

efficiencies and service improvements. Entrenching

these relationships is a strategic priority for Bidvest

Namibia.

GOING FORWARD

Our strategic objective remains sustained growth across

all components of the business. However, we should

acknowledge that the reduced direct quotas granted to

Namsov will have a material effect on overall results.



We will energetically pursue all opportunities to achieve high levels of fleet utilisation. If appropriate, our fleet may

explore opportunities in new fishing grounds.

Cost pressures have to be addressed, however. This may necessitate the laying up of vessels and, early in the new

period, preliminary arrangements were made to lay up two vessels.

Bidfish will continue to examine opportunities for onshore processing. Efforts to expand and diversify its range will

also be prioritised. Prospects in Angola look promising and a positive contribution is expected from Pesca Fresca, our

Angolan joint venture, following the resolution of legal issues.

In recent months, policymakers in some African countries have begun to examine inland aquaculture as an appropriate

response to the food security challenge. This highlights the opportunity for a player such as Bidfish to explore the

potential for public-private partnerships. We remain vigilant for opportunities to engage with government in areas where

we can provide much needed expertise.

Product innovation and the exploration of new opportunities will be focus areas for all our businesses.

Bidcom will continue to expand its infrastructure while seeking operational efficiencies and organic growth. Manica’s

new bunkering services business was launched at the beginning of the period. Bunkering is a growth area and the new

operation will further diversify income streams.

Major investment in the mining industry creates growth opportunities for several Bidcom operations. The level of activity

in the oil and gas exploration sector seems to have reached a plateau. However, these activities will continue to create

opportunities for Freight and Logistics in particular.

At Food and Distribution, T&C has added to its brand bouquet and is well positioned for continued growth. Caterplus is

better resourced and better able to serve customers following the establishment of a national brand network. Continued

improvement in this business is a priority.

The integration of ProTrade, our non-food products distributor, did not proceed as expeditiously as initially hoped.

However, the inclusion of non-food lines in T&C’s FMCG offering enables the division to better serve customers and build

sales volumes. This establishes a base for strategic gains in the coming year.

Diversification of the business base at Bidvest Namibia remains a priority and opportunities for acquisitive growth

outside the fishing industry will be closely scrutinised. Our balance sheet remains strong and we will look for acquisitions

where we see value.

Sebby Kankondi

Chief executive



Bidvest Namibia Fisheries Holdings operational review

Namibia Fisheries

HIGHLIGHTS AND CHALLENGES

– Fishing operations contributed 45% of revenue and 81% of operating profit

– Benefits as a result of the weaker currency were offset by lower selling prices of horse-mackerel

– Depressed market returns of horse-mackerel had a negative effect on results

– Marine aquaculture continues to develop

– Strong performance on the pilchard and canning side

BIDVEST NAMIBIA FISHERIES

Bidvest Namibia Fisheries (Bidfish) comprises a number of dynamic subsidiaries that are

engaged in various sectors of the fishing industry in Namibia, offering a wide range of

products which include frozen horse-mackerel, monkfish, canned pilchards, other canned

products, fishmeal, fish oil and oysters. Bidfish also has shareholding in a company in

Angola, which is engaged in frozen and fresh sardinella, horse-mackerel, fishmeal and

fish oil.

All Bidfish companies own and operate their own vessels in the different sectors of

the industry as well as the shore-based operational premises which are well suited for

their needs.

Jan ArnoldManaging director of Bidvest Namibia Fisheries Holdings



BIDVEST NAMIBIA FISHERIES HOLDINGS (BIDFISH)

Three core operations – horse-mackerel fishing, pilchard fishing (and canning) and Angola-based small pelagic fishing

– faced contrasting trading conditions and market prospects.

Budgets were met or exceeded at all major operations, but expectations were tempered by a sober assessment of

challenging business conditions and the reality of rising costs in an environment where underlying volumes remain

stable and dramatic growth cannot be expected in the short to medium term.

Local and international developments contributed to sometimes turbulent market conditions. The portion of the total

allowable catch (TAC) available to Bidfish during the financial year remained in line with the previous year, while limits

were applied to fish imports in Nigeria and the DRC introduced a cap on some selling prices.

Pricing pressure was also evident as a result of upheavals in Ukraine and Russia. These countries are traditionally a

good market for affordable fish products from Europe and the north Atlantic. As east European demand fell away, these

products were sold into Africa at low prices.

Despite sometimes turbulent market conditions, Bidfish remains the preferred supplier in all markets in which it operates.

In response to heightened business risks, Bidfish innovated, sought new partners and investigated key changes to the

existing business model.

The business is being repositioned. It is being reinvented as a market-led business that adds value for its customers,

partners and the societies in which it operates.

Horse-mackerel operationsThe horse-mackerel business, Namsov Fishing Enterprises, maintained its position as one of Africa’s leading suppliers of

quality horse-mackerel. Its brands provide a trusted source of protein to 3 000 000 people in Africa every day.

Price regulations in the Democratic Republic of Congo and a general oversupply in our traditional market following

import restrictions implemented in Nigeria led to a significantly lower selling price for horse-mackerel in US dollar. The

weaker Namibia dollar offset the effect of lower prices in US dollar terms. Unfortunately, the weaker Namibia unit had

a significant impact on costs.

In addition, the cost-base was impacted by the rising cost of access to quotas. The business also had to absorb the

cost of investment in new initiatives and processes and costs entailed in the exploration of new business opportunities.

New initiativesTo address the challenge of rising costs, the business developed a new strategy to secure ongoing efficiencies through

new technology, new partnerships and new approaches to its market. The exploration of new fishing grounds also

received priority.

The business responded energetically when it was approached by the authorities in Gabon with a request that Namsov

assist in the exploration of the fishing grounds off its shores with the aim of developing their fishing industry. Fishing

operations in these waters have traditionally been limited to small-scale tuna fishing.

Initial indications suggested that the small pelagic resource off Gabon is sufficient to support commercial operations.

The relationship with Gabon was fostered by an existing Mauritian technical partner.

Unfortunately, the Gabon experiment did not yield favourable results.

Namsov has been and is still operating a fleet of five midwater trawl factory vessels. All catches are processed on board.

This includes all processes up to the storage of final product in freezer holds, ready to sell. A refrigerated seawater

(RSW) midwater trawling vessel was recently chartered at a cost of NAD10,5 million to assess the efficiencies of the

RSW catching method in our conditions. These RSW vessels are significantly different to our factory vessels in that the

catch is stored fresh in the RSW tanks until the fish are discharged ashore for further processing. No processing takes

place on board these vessels.

The purpose of this costly experiment was to test if the volume and quality delivered by such vessels were sufficient to

justify commercial processing on shore.

Namsov also stepped up its research and development programme. Product diversification is being investigated

along with new packaging and retail pack design. The aim is to develop products customised to appeal to consumer

preferences in specific national markets.



Bidvest Namibia Fisheries Holdings operational review continued

Namibia Fisheries

The Tetelestai subsidiary continued to develop its open ocean oyster farm off Patrysberg. The previous lagoon-based

operation was subject to high mortality rates. However, the open ocean oyster farm has achieved higher growth rates

and invested in new lines at a cost of NAD5 million.

Experience in the Atlantic indicates that frequent line inspections are necessary to ensure acceptable oyster growth.

Operations are now supported by a purpose-built vessel commissioned at a cost of NAD10 million. Its deployment

enables regular inspection of the oyster lines.

Disappointments and challengesPolicy risk emerged as a key challenge, in the domestic Namibian market and in other African jurisdictions.

It remains government policy in Namibia to support new Namibian entrants to the fishing sector. Officials therefore

allocate fishing rights to new right holders, many of whom lack the capacity to exercise the right. These rights are

therefore on-sold to commercial operators who compete for access to the fish resource, resulting in higher access costs.

At the same time, the business is faced by much lower direct allocations from the Ministry of Fisheries and Marine

Resources. In 2014, the level was about 50% lower than the traditional allocation (before 2012) to Namsov.

Namsov’s response is to engage with policymakers while building relationships with new entrants. The Trachurus

structure is in place to enable collaboration with new rights holders. However, this joint-venture solution may not always

be appropriate for all newcomers to the industry. Namsov remains flexible and is ready to explore other mechanisms to

enable new rights holders to secure a commercial return on their allocations.

Policy implementation by other African states also had material impact on the business.

Nigeria has introduced import restrictions with the aim to reduce imported fish products by 25%. These restrictions are

intended to encourage local aquaculture and support the growth of local jobs.

Central and West Africa import approximately 2 000 000 tonnes of pelagic and associated fish a year. Nigeria accounts for

half the tonnage. The import restrictions means it now allows in only 750 000 tonnes of imports, with 250 000 tonnes

going to smaller markets in other West African countries, flooding those markets while creating price pressures.

Meanwhile, DRC has applied a cap to the selling price of the most popular sizes of fish, leading to considerable margin

pressure.

Namsov made contact with potential new partners and explored new downstream options that will enable the business

to serve its customers while respecting new policy provisions.

Though improvements were noted at the open ocean oyster farm, overall performance was disappointing.

Social engagementSocial engagement is driven by the Namsov Community Trust (NCT), a 10% shareholder in Namsov. Contributions are

primarily targeted at education, healthcare and the environment. In 2014, NAD13 million was invested in community-

based initiatives. Since inception, NAD62,9 million has been channelled to interventions that directly assist under-

resourced communities.

Safety, training and industrial relationsFishing on the high seas is an inherently hazardous business. However, Bidfish is proud to report zero fatalities during

the review period. Safety training is a priority and regular safety drills are compulsory on all vessels.

Good progress was made with the implementation of HACCP (the Hazard Analysis Critical Control Point system), a

process that identifies where food safety hazards may occur and institutes controls to prevent them happening.

By the end of 2014 it is planned that all five vessels in the Namsov fleet will be HACCP compliant.

Ongoing training supports the Namsov mission as only skilled people can deliver the quality promised by Namsov

brands. However, at a national policy level, additional considerations come into play.

Namibianisation of the workforce is a policy priority for government. Bidfish and Namsov embrace this goal. To ensure

that Namibian vessels are operated by Namibian officers, Namsov sponsors the training of 10 students at a Russian

naval academy. The aim is to ensure they obtain the same qualifications as their foreign counterparts.

The three-year officer training programme entails an investment of NAD3 million a year.

In addition, Namsov runs a cadet training programme. Seven cadets a year are inducted. They complete courses run by

the Namibian Fisheries Institute and similar institutions in South Africa.



The progress of all staff members – from administrative grades to managerial roles – is guided by a personal development

plan. All training interventions are designed to equip every individual with the knowledge and skills necessary to ensure

career fulfilment. Training investment reached NAD4,3 million in 2014 in line with the Group pledge to earmark 2% of

payroll for skills development.

Staff turnover was minimal.

No strikes occurred. One worker petition was handed to management. It called for amendments to standard terms and

conditions in contracts of employment. In response, management will ensure effective communication on these issues

to make sure every employee is aware of the provisions in these contracts and what they entail.

Going forwardTrading conditions will remain challenging in the coming year. One of the keys to performance remains the TAC. The

industry TAC increased to 350 000 tonnes in the prior year and remained at this level in 2014. However, significantly

lower horse-mackerel quota allocations have been received by our fishing businesses over the past two years. The

impact of the second allocation for the 2014 calendar year was particularly significant. As a consequence of the latest

low quota allocation, and after our financial year-end, two of our fishing vessels were tied up and the crew sent home.

Management continued to engage with the relevant stakeholders and authorities. Namsov, together with legal counsel,

is considering, as a matter of urgency, what legal action to take.

The coming year will therefore be characterised by a quest for efficiency and the possible development of alternative

protein sources. Optimum fleet utilisation is a focus area for management.

Investigation of new fishing grounds will continue. At year-end, conversations were initiated with potential new partners

in Peru.

The viability of RSW trawling has been established. It is necessary to carry out feasibility studies before a decision can be

taken on whether or not to develop onshore facilities in Walvis Bay to process the catches harvested by the RSW system.

New technology will also be explored with the aim of securing long-term operational efficiencies.

Investment in the Tetelestai oyster farm will continue.

The Namibian and several other African governments are eager to promote the development of inland aquaculture.

Public-private partnerships in this area may move the process forward. Namsov will examine opportunities for

involvement in aquaculture PPPs in line with its strategic commitment to innovation and product development.

Pilchard operationsThe pilchard fishing and canning business, United Fishing Enterprises put in a strong performance. Pleasing progress

was achieved with the turnaround strategy put in place two years ago when new senior management was appointed.

The pilchard resource remains delicate, however.

The TAC was pegged at 25 000 tonnes in the prior period. This rose to 30 000 tonnes in 2014.

Commendable results were therefore achieved from a low base, with little prospect that allocations will move higher until

there is firm evidence that resource recovery is under way.

Gains were a function of operational efficiency and margin management. Trading profit moved 60% higher.

Pesca FrescaPerformance by Pesca Fresca was below budget over the review period, though prospects by year-end were encouraging.

Legal processes have prevented the Angola-based subsidiary from concentrating on its core activities – small pelagic

fishing and processing, mainly horse-mackerel and sardinella. There is a ready local market for Pesca Fresca’s frozen

and fresh fish. Export potential for its fishmeal and fish oil is also well established.

Legal matters are progressing with less impact on operations. However, a new case involving allegations of irregular

use of funds is still to commence. Provision has been made for legal costs and monies that might not be recovered.

By year-end, a vessel purpose-built to Angolan specifications had been deployed to Angola waters, setting the scene for

a rapid return to profitable operations.

In the coming year, the business has the potential to become a solid contributor to Bidfish profits.



Bidvest Namibia Commercial Holdings operational review

COMMERCIAL HIGHLIGHTS

– Commercial operations contributed 55% of revenue and 18% of operating profit

– Stronger demand for freight, logistics, marine and support services by offshore oil and gas exploration companies

– Namibian bunkering company to supply oil and diesel to marine customers was established during 2014

– Stevedoring activities were impacted by cost pressures, leading to the downsizing of these operations

– New or enhanced infrastructure in food and distribution is reflecting pleasing results

– New confectionery and cosmetics ranges were added to the brand bouquet of the fast-moving consumer goods

– The development of effective talent retention mechanisms has become a key management challenge in all areas

– Legislation to protect Namibia’s poultry and dairy industry pushed up the price of these products and negatively impacts the perishables business

– Product range was expanded in most commercial products entities – Namibian economy continues to grow and major projects have been

launched – Opportunities for Commercial and Industrial Services to achieve

sustained growth

BIDVEST NAMIBIA COMMERCIAL HOLDINGS (Bidcom)Performance improved significantly as a result of tighter management focus, restructuring of key

businesses and the achievement of operational efficiencies.

Growth in the construction sector, government investment in infrastructure and the roll-out of major

projects, notably in the mining industry, created growth opportunities for many Bidcom operations.

These were vigorously pursued.

Namibia Commercial

Hans-Werner TimkeManaging director: Freight and Logistics

Quentin KingManaging director: Food and Distribution

Werner SchuckmannManaging director: Commercial and Industrial Services



FREIGHT AND LOGISTICS

The business put in a strong trading performance. Offshore oil and gas exploration by a growing number of international

companies contributed to stronger demand for the division’s freight, logistics, marine and support services. Significant

growth in revenue was achieved off the back of organic growth at existing businesses and expansion into new services.

For some time now, all offshore blocks have been allocated by government to licensees looking to exploit oil or gas

reserves. In a few cases, drilling has begun. Other licensees are gathering seismic data. The influx of foreign executives,

specialists and other personnel created opportunities to significantly expand the offering of Manica’s oil and gas services

division.

New initiativesManica successfully launched the Manica Business Centre to supply offices, office equipment and office support

services to foreign companies engaged in oil and gas exploration. It also started a sourcing and trading division to help

marine clients to obtain goods and services required for repairs or operations.

In addition, Freight and Logistics established a majority Namibia-owned bunkering company to supply oil and diesel to

marine customers. The Walvis Bay business creates Group-wide synergies as the Bidfish fleet also requires bunkering

facilities such as these.

Bunkering services are not only required by shipping lines, fishing vessels and those engaged in oil and gas exploration.

Some of the world’s richest marine diamond deposits are found off Namibia’s Atlantic coast and mining vessels are

also potential clients. The new business obtained a wholesale fuel licence and, after partnering with an internationally

experienced bunker company, began operations in July 2014.

Manica’s track-and-trace system went live and bedded in well. The primary focus is on improved customer service

within the clearing and forwarding business. Improved management information also fosters efficiency gains.

In addition, continued investment in materials handling assets further increased the asset-backed services offering and

the one-stop shop approach to customer service.

Freight and tradingFreight volumes moved substantially higher. One factor underpinning growth was the construction of a new acid plant

and associated infrastructure at the Tsumeb copper mine. Manica provided logistical support for this project and for the

new Husab uranium mine near Swakopmund.

Project development in the mining and energy sectors also underpinned robust trading volumes as Manica entrenched

its position as Namibia’s premier supplier of marine, mining, industrial and automotive lubricants.

Disappointments and challengesUnfortunately, stevedoring activities were impacted by cost pressures, leading to the downsizing of these operations.

Regrettably, 64 jobs were lost.

Industrial relations have become a key focus area. Double-digit wage increase demands have been made by the trade

unions, with little immediate prospect of similar increases in productivity. Worker protests have been staged at some

operations, but strike action has been avoided.



Bidvest Namibia Commercial Holdings operational review continued

It has proved difficult to meet union expectations as negotiations reveal high levels of dissatisfaction – not so much with

working conditions, but with slow progress on national issues such as better living standards, better social delivery and

better education.

The emergence of breakaway unions not affiliated to the national umbrella body, NUMW, complicates the task of

effective engagement with the unions.

Historically, relations with the unions have been good. Rebuilding trust and more amicable trade union relations have

become priorities for management.

Lack of appropriate skills remains a key constraint. In response, the division stepped up its training investment.

The business remains a strong supporter of Namibia’s Commercial Advancement Training Scheme (CATS), the dual

education system that combines in-company apprenticeships with polytechnic courses.

The impact of major national projects was positive, but underlined a key business risk – the fact that future Manica

performance is partly dependent on securing a share of big infrastructure investments and other strategic projects in

the country.

Social engagementSport, health, education and the environment remain the focus areas of the division’s social investment. The business

commits 1,5% of after-tax profit to its social programmes.

Employees are also significant contributors to their communities via the Pandula Trust. This employee-driven initiative

targets areas of need at grass-roots level.

The business continues to partner with small business whenever possible and maintained its status with the

Namibian Preferential Procurement Council as an 82% contributor to black economic empowerment. Black economic

empowerment requirements have still not been legislated, but the division is committed to best practice and has thus

registered with the council.

Going forwardManagement is confident current momentum can be maintained, though some volatility in performance can be expected

in line with project activity. Major energy and mining projects typically have a lifespan of several years, indicating strong

potential for continued growth as the division has become a significant supplier to these initiatives.

Continued growth will be sought by investing in materials handling assets, enabling the business to offer more

comprehensive services across Manica-controlled cargo flows while expanding corridor services to neighbouring

countries. In addition, growth in the new sourcing and trading and business centre divisions should add momentum to

diversification efforts. People logistics has become a focus area.

Competition remains intense across marine and portside services. However, the downsizing of the stevedoring business

has created a more efficient, more competitive operation. Energetic steps will be taken to win back business now the

restructure is in its closing stages.

The strategy of widening the division’s base of business will continue. In recent years, the division has gained valuable

experience in the supply of services to the oil and gas exploration sector. With all offshore exploration blocks now

allocated to rightholders, this sector is positioned for significant expansion. Manica is well placed to grow with it.

FOOD AND DISTRIBUTION

Performance was pleasing, though lower than expectation, driven by the continued growth of Taeuber & Corssen’s (T&C)

core business (the warehousing, distribution, merchandising and sale of leading FMCG brands) and the successful

turnaround strategy at Caterplus, the national foodservice operator.

A contributor to growth was private sector investment in new or upgraded retail infrastructure in centres such as Katima

Mulilo, Grootfontein, Ondangwa, Ongwediva, Keetmanshoop and other growth points in the north of the country. The

Namibia expansion strategy of some South Africa-based quick-service restaurant brands also proved beneficial.

New initiativesThe Caterplus turnaround focused a great deal of management attention.

The strategy brings Caterplus closer to its customers. Previously, operations were centralised in Windhoek. During the

year, a chain of branches was established across the country. Distribution now takes place from strategic hubs in Walvis

Namibia Commercial



Bay, Ongwediva and Windhoek, with plans for a further operation in Grootfontein.

New infrastructure investment led to efficiencies and cost savings. Previously, a delivery vehicle might travel 1 200km

to 1 700km to deliver to customers and make a return trip empty. The new hub-and-spoke system has reduced delivery

time to 24 hours and increased vehicle utilisation efficiencies.

Customer satisfaction and retention levels are significantly higher. Caterplus is now positioned as the national logistics

partner of its customers, a key source of competitive advantage.

Foodservice and FMCGsThe division’s foodservice business refocused its product offering while widening the range. Value-added products

receive growing attention. Portion-controlled, ready-to-serve products cut preparation time, reduce waste and allow the

catering industry to offer higher-margin options to the end-consumer.

Certain additions to the Caterplus range also have the effect of de-skilling some kitchen operations – an important factor

for restaurants and catering businesses challenged by a shortage of skilled personnel.

Caterplus made significant market-share gains off the back of the new strategy.

T&C entrenched its position as Namibia’s leading distributor of quality brands and achieved strong like-for-like gains.

The business maintained its record as a brand custodian that nurtures long-term relationships. Its brand basket contains

products that have remained with T&C for generations, including the Beiersdorf, Nestlé, Unilever and Philip Morris ranges.

New confectionery and cosmetics ranges were added to the brand bouquet.

ProTrade Agencies, a business acquired in the prior period, was integrated into T&C without job losses. The sales force

was restructured and the T&C warehouse management system extended to ProTrade.

ProTrade focuses on small appliances, non-food categories and hardware. A good fit was achieved with T&C brands.

T&C’s IT system was rolled out across the entire division.

T&C’s property division was sold to Bidvest Namibia Properties. The Group measures operating performance separately

from property performance.

Disappointments and challengesPolicy risk was highlighted when government imposed restrictions on the quantity of dairy products that could be

imported. The restriction was successfully challenged in the High Court of Namibia, though government subsequently

took the matter to appeal. The issue may be before the courts for some time, but the border is currently open for the

import of dairy products.

In the prior period, legislation to protect Namibia’s poultry industry pushed up the price of these products, provoked

consumer resistance and prompted a switch to other forms of protein. This negatively impacts T&C’s perishables

business.

Some ProTrade Agencies, as well as one of the newly taken-on agencies at T&C, failed to generate sufficient returns. The

situation is currently being re-evaluated and existing terms will be renegotiated with principals.

The business again increased its training investment. It remains a source of frustration that people development is

neglected by many competitors. Those trained by the division are frequently targeted for recruitment by other companies,

making renewed training investment necessary.

The development of effective talent retention mechanisms has become a key management challenge.

Social engagementThe division maintained its commitment to community and social development through its support of the Namibia

Animal Rehabilitation Research and Education Centre, an organisation committed to the protection of the country’s

natural resources.

Going forwardSuccessful restructures and investment in strategic infrastructure create a platform for continued growth by a

reinvigorated division. Modern supermarkets have become a lifestyle destination for the Namibian middle class. The

demand for aspirational products is expected to rise, creating potential for significant expansion.



Bidvest Namibia Commercial Holdings operational review continued

Additions to the perishables category are planned. New confectionery and healthcare lines will be added to the mix. A

shift to other segments of the FMCG market is also being considered.

International sources of supply to complement supplies from South Africa are being explored.

Major retail chains are opening new stores nationwide. This puts growing pressure on small retailers and affects our

customer mix. However, the net effect is positive as the growth of national retail brands contributes to volume growth

by our FMCG business.

For its part, Caterplus is well positioned to maintain good growth, bolstered by the full-year effects of its restructure and

recent investment in new infrastructure.

COMMERCIAL AND INDUSTRIAL SERVICES

Improved performance was registered in almost all areas as a result of positive business sentiment and new investment

by both the government and private sector. Consumer activity also revived following the development of new retail

centres.

An influx of business travellers – driven in part by the growing pace of work in the energy sector – was also positive.

All seven divisional operations benefited from closer collaboration with their South African counterparts.

WaltonsThe turnaround strategy at Waltons received focused management attention. Results were encouraging and the business

had a very good year, driven by an exceptional back-to-school season and the commitment of a new management team.

Higher volumes were assisted by significant investment in new stores and store refurbishment. The new face of Waltons

is now visible in Ondangwa, Oshikango, Rundu, Okahandja, Frans Indongo branch and Otiwarongo.

The broader national footprint became the platform for a strong sales effort. Pleasing growth was achieved in stationery

and furniture sales to commercial customers and some government departments.

Retail sales also showed promising year-on-year growth.

Particularly well received was the Waltons range of tablets, cellphones, hand-held devices and computer peripherals

such as printers. Closer cooperation with divisional colleagues at Kolok proved beneficial in these categories.

KolokThe supplier of computer consumables, peripherals and associated products had an exceptional year. The business

bounced back from an indifferent 2013 to regain lost market share. Its range of hand-held devices did particularly well

in a highly competitive marketplace.

A notable feature of the year was close collaboration with the Kolok business in South Africa on issues such as marketing

and pricing. One computer range was discontinued by the brand principals, but Kolok reacted energetically and secured

replacement volumes.

The strategic decision to devote greater attention to consumables proved well founded and pleasing volume increases

were achieved.

Skills shortages in technical and managerial areas remain a challenge. The business responded by stepping up in-house

training while tapping Group training resources.

Konica MinoltaDespite tough trading conditions, the team achieved good results. The business innovated by setting up an internal

funding instrument to support equipment sales to the corporate sector. The new system bedded in quickly and was well

received by customers.

Machine sales achieved good year-on-year growth. Copy volumes were also well up.

Konica Minolta’s ability to deal with policy risk was highlighted when government decided to give preferential treatment

to small and medium-sized business. This meant some equipment contracts were lost to SMEs. However, SME office

equipment suppliers emerged as an important customer group as they subsequently brought their business to the

industry leaders at Minolta.

Namibia Commercial



A new branch opened at Ongwediva to serve a growing customer base in what is becoming an important centre in the

north of the country.

Rennies TravelThe business put in a pleasing performance despite continued pressure in the corporate travel sector. Many businesses

have cut back on executive travel, opting for video and teleconferencing when possible.

Rennies Travel responded by stepping up service levels and entrenching relationships with its customers. Continued

consultant training was another priority.

Good volume growth was achieved, underpinned by business travel associated with major mining developments and oil

and gas exploration. A significant new account gain was registered when Rennies won the executive travel business of

the Husab uranium mine.

During the year, a new branch opened in Ongwediva.

Cecil NurseThe furniture business and its Windhoek factory achieved good growth. The company leveraged its position as a well-

established brand with experienced management and a highly cohesive team. A new-look catalogue was well received,

as was the introduction of several new ranges.

New office blocks are being built in many commercial and retail centres. Cecil Nurse maximised the opportunity and

secured several contracts. A major order was won from the University of Namibia. Major tender successes were also

achieved in the private sector.

Just before year-end, an expansion programme began at the factory. Completion is expected by December.

SteinerThe corporate hygiene services business was launched two years ago, but failed to gain traction. At the beginning of the

previous calendar year, new management was appointed and earlier in 2014 operations at Walvis Bay were downscaled.

Most functions have been centralised at Steiner’s Windhoek premises.

By year-end, the business was close to break-even point.

The turnaround has been driven by stepped-up staff training and a concerted effort at market education. The customer

base has been growing steadily. Support from Steiner South Africa assisted the recovery process.

The Steiner offering will widen early in the new period when pest control will be added to the mix of services.

VoltexPerformance at the electrical supplies and cable business was disappointing and a loss was recorded. Remedial action

is being taken. Regrettably, five retrenchments were necessary as efforts were made to refocus the business.

Construction activity is picking up in several parts of the country and efforts are being made to capitalise on the

opportunity by getting close to customers.

Closer synergy with Bidvest Electrical South Africa will help to ensure better focus on customer needs.

The Oshakati agency has been converted into a branch.

Going forwardThe division has gained considerable momentum over the last year. Operational challenges have been addressed,

paving the way for continued gains. Management is strongly focused on sales, marketing and efficiencies.

The Namibian economy continues to grow and major projects have been launched. This creates opportunities for

Commercial and Industrial Services to achieve sustained growth.



Financial director’s review

– Revenue up by 12,4% to NAD3,7 billion

– Operating profit down by 16,4% to NAD501,0 million

– Fishing remains a strong contributor despite the significant drop in profit

– Manica benefits from oil and gas industry exploration

– Commercial and Industrial Services showed strong revenue and operating profit growth

– Dividends down by 8,7% to 63,0 cents per share

ECONOMIC AND TRADING ENVIRONMENT

The Namibian economy’s real GDP growth declined from 6,7% during 2012 to 4,4% in 2013. The main factor

contributing to the slowdown in growth relates to a significant contraction in the agriculture sector, as a result of the

drought. Namibia’s growth prospects for 2015 are more promising with forecast real GDP growth expected to reach

around 5%.

The Namibia dollar weakened by 16,5% from an average rate of NAD8,86 per US dollar to an average rate of

NAD10,32 per US dollar in our 2014 year.

FINANCIAL PERFORMANCE

Revenue increased by 12,4% from NAD3,3 billion in 2013 to NAD3,7 billion in 2014 due to strong revenue growth in

the Commercial businesses.

Operating profit decreased by 16,4% from NAD599,1 million to NAD501,0 million. Bidvest Namibia’s trading margin

decreased from 18,2% to 13,5%.

The Bidfish operating profit fell by 23,0% to NAD406,6 million. Price regulations in the Democratic Republic of Congo

and a general oversupply in our traditional markets following importation restrictions implemented in Nigeria, led to an

18,6% average lower realised selling price in US dollar for horse-mackerel. The weaker Namibia dollar offset the lower

US dollar price effect on revenue, but also had a significant impact on costs. Gross profit was influenced by increased

costs in securing outside quotas due to lower direct quota allocation. Quota rental fees amounted to NAD245,8 million

for the year. Horse-mackerel forms the majority of Bidfish’s business.

Legal processes have prevented Pesca Fresca, our Angola-based subsidiary from concentrating on its core activities

and therefore it did not contribute profit for the 2014 financial year. Legal matters are progressing with less impact on

operations. However, a new case involving allegations of irregular use of funds is still to commence. Provision has been

made for legal and other costs.

The pilchard operations showed strong results and a significant improvement on the previous financial year.

The Freight and logistics division’s operating profit increased by 19,1% to NAD43,6 million. Offshore oil and gas

exploration by a growing number of international companies contributed to stronger demand for the division’s freight,

logistics, marine and support services. Significant growth in revenue was achieved off the back of organic growth at

existing businesses and expansion into new services. The division’s direct expenditure and cost of revenue increased in

line with revenue, while operating expenditure remained well controlled.

The Commercial and Industrial Services division’s

(Services and Industrial and Commercial Products in

segment report) operating profit increased by 21,8%

to NAD23,9 million due to strong turnover growth. All

entities in this division performed well, except Voltex,

which is now starting to show signs of a turnaround.

The Food and Distribution division generated

NAD24,6 million operating profit, compared to

NAD21,2 million (excluding NAD7,2 million T&C

Properties profit) in 2013 (16,0% increase).

T&C Properties Namibia (Pty) Ltd was sold to Bidvest

Namibia Properties Holdings (Pty) Ltd with effect

1 July 2013 and is therefore shown as part of Corporate

Services’ results in 2014. The growth in profit can mainly

be attributed due to a turnaround of Caterplus. Import

restrictions on both dairy and poultry products negatively

affected T&C’s business. ProTrade Agencies (acquired

March 1 2013) has contributed well to revenue. The

anticipated synergies and efficiencies between T&C and

ProTrade have not been realised yet, and are receiving

focused management attention.

STATEMENT OF FINANCIAL POSITION AND

RETURN ON FUNDS EMPLOYED

Bidvest Namibia’s statement of financial position remains

strong and the company has sufficient cash resources

for potential acquisitions and other investments. There

is no long-term debt.

Property, plant and equipment purchases amounted to

NAD82,3 million. Manica invested in plant and equipment

and vehicles due to a new material handling division.

Replacement capital expenditure was maintained.

HIGHLIGHTS



Net working capital increased by NAD143,5 million. Most of the increase is attributable to timing differences or growth

in business. Provisions for doubtful debtors and obsolete stock are adequate. Debtors’ controls improved overall. The

incidence of accounts outstanding for more than 60 days fell from 7,2% to 6,1%. However, areas for improvement were

identified in some businesses.

Return on funds employed decreased from 53,8% to 39,0% due to lower trading profit and increased funds employed.

The Group remains focused on cost control, working capital management and generating acceptable returns on funds

employed. Significant focus is being directed at those operations where performance is below expected levels.

BUSINESS RISKS

Our fishing operations remain the dominant profit contributor to Bidvest Namibia. Access to sufficient direct fishing quota

therefore is a key driver. Fishing resources are well managed in Namibia and the resource remains strong. Bidfish’s

strategy for retaining access to sufficient quotas is to comply with all ministerial requirements and provide structures to

accommodate new right holders. These structures give new right holders an equity stake in the joint venture.

We are still actively pursuing acquisition opportunities to balance the contributions of our fishing and commercial

businesses, however further acquisitions in the fishing industry cannot be discounted.

Currency risk is an integral part of operating a business with international exposure. We ensure that assets and liabilities

in foreign currency are matched, thereby balancing such exposure.

At an operational level, credit risk remains acute. Our debtors remain well managed. However, continued vigilance is

required.

We also address risk by ensuring our business model remains fit for purpose. Organisational structures are uncluttered

and expenses well controlled.

Bidvest Namibia’s decentralised and entrepreneurial business model continues to prove itself. Our head office structures

remain lean. We are a big business, but we have an entrepreneurial and small business culture.

SUSTAINABILITY

Bidvest Namibia has always been committed to sustainable business practices and since inception has behaved with a

sense of responsibility to the community, the environment and our people.

In the 2014 financial year, Bidvest Namibia significantly strengthened its CSI contribution. CSI spend increased from

NAD20,1 million to NAD26,2 million (including outlays by the Namsov Community Trust).

We are a responsible corporate citizen and emphasise

the need for accountability, fairness and transparency in

our dealings with all stakeholders. In our view, strategy,

sustainability and risk are inseparable.

FUTURE

Trading conditions will remain challenging in the fishing

business in the coming year. Significantly lower direct

horse-mackerel allocations have been received by

the Bidvest Namibian fishing businesses during the

second quota allocation for the 2014 calendar year.

Since our financial year-end, two of the Group’s fishing

vessels were tied up and crews have been sent home.

Management is engaging with the Minister of Fisheries

and Marine Resources to resolve the allocation of quotas.

Prospects for the pilchard operations and Angolan

businesses are promising.

Strong results are expected from the commercial entities

due to further project activity in Namibia and turnaround

strategies are starting to show results.

Management continues to pursue acquisition

opportunities to bring balance to our portfolio by securing

exposure to a broader range of industries.

Theresa Weitz

Financial director

Operating profit

NAD’million

57876

52870

40694

1312 14

Fishing

Commercial and Corporate

0

100

200

300

400

500

600

700

0

500

1 000

1 500

2 000

2 500

3 000

3 500

4 000

Revenue

NAD’million

1 489

612

2413872

1 662

1 220

393

412

16

1 590

1 027

3485

325

1312 14

Fishing

Food and distribution

Freight and logistics

Commercial and industrial

Corporate



Corporate governance

PHILOSOPHY

Bidvest Namibia is committed to the highest level of ethics, integrity and corporate governance and, in alignment with

our South Africa-based parent, embraces the principles established in South Africa’s King III Report.

Our directors regard good corporate governance as pivotal to delivering sustainable growth in the interest of all

stakeholders. The board considers corporate governance vitally important to the success of our business and is

unreservedly committed to applying the principles necessary to ensure that good governance is practised.

Corporate governance, which is ultimately the responsibility of the board and its committees, ensures that we conduct

business in a responsible, ethical and transparent manner. Senior management assists to instil a culture of compliance

through the accountable and transparent operation of our structures and systems.

Companies within the Bidvest Namibia Group operate in a decentralised and incentivised environment in accordance

with our corporate governance policy through adoption and implementation of Bidvest Namibia’s policies, processes and

procedures, with a view to maintain sustainable economic, social and environmental performance in the interest of all

stakeholders at every level through the industries in which they operate.

CODE OF ETHICS

The Company’s core values of accountability, communication and excellence are driven through a code of ethics

applicable to all employees throughout the Group, which is adopted annually. Employees strive to behave ethically and

honestly under the leadership of the Bidvest Namibia executive committee and board of directors. The code sets out

our business principles and provides guidance to employees on how to apply them. Bidvest Namibia acts with honesty,

transparency, fairness, responsibility and professional integrity in its dealings with employees, shareholders, customers,

suppliers and society at large.

A fraud hotline through an independent third party enables employees to report any perceived irregular or unethical

behaviour in a confidential manner. Any irregularities are reported to the audit committee.

GROUP BOARD OF DIRECTORS

Procedures for appointments to the board of directors are transparent and handled by a nomination committee consisting

of CEO, Sebulon Kankondi and non-executive directors, Piet Steyn and Konrad Taeuber. All directors are subject to

retirement by rotation and re-election by shareholders with a third of the directors rotating annually in accordance with

the Articles of Association, ensuring an appropriate continuity of expertise and experience.

Board composition reflects a balance of executive and non-executive directors. A majority of non-executive directors is

independent. The board currently comprises nine non-executive and three executive directors. Birgit Eimbeck, Lindsay

Ralphs and Frans Kapofi were appointed to the board on March 3 2014 and Lindsay Ralphs was appointed as non-

executive chairperson of the board. Konrad Taeuber resigned effective August 22 2014.

The board is governed by a board charter which sets out the roles and responsibilities of the board. The board is

responsible and accountable for providing effective and ethical leadership which includes the addressing of material

and strategic issues, directing the strategy and operations of the Group to ensure the building of a sustainable

business, monitoring regulatory compliance and codes of best practice, ensuring the communication of adequate and

timely information to stakeholders, securing new acquisitions, monitoring operational and investment performance,

empowerment of executive management, risk management and IT governance, and promoting good corporate

governance within Group subsidiaries.

Effectiveness of the board of directors is conducted every two years through internal evaluation and development of

directors and induction of new directors is conducted informally.

DIRECTORS DEALING IN SECURITIES POLICY AND DECLARATIONS OF INTEREST

The directors trading in shares policy was adopted in line with NSX Listings Requirements to govern dealings by our

directors in the securities of Bidvest Namibia and other listed investment securities in which Bidvest Namibia has a

material beneficial interest. Any Bidvest Namibia share transactions entered into by the directors require the prior

approval of the CEO and are notified on SENS.

Directors’ declarations of interests are disclosed at the quarterly board meetings and updated as and when required.



BOARD OF DIRECTORS MEETINGS ATTENDANCE REGISTER

BOARD

AUDIT

COMMITTEE RISK COMMITTEE

REMUNERATION

COMMITTEE

EXECUTIVE

COMMITTEE

AUG NOV FEB MAY AUG NOV FEB MAY AUG NOV FEB MAY JULY AUG JULY AUG OCT JAN MAR APRIL JUNE

Jan Arnold A A A A – – X

David E Cleasby* X – – – – – – – – – – –

Birgit Eimbeck * – – – – – – – – – – – – – – – – – – – –

Brian Joffe* X – – – – – – – – – – – – – – – – –

Sebulon I Kankondi A A A X A A

Frans Kapofi* – – – – – – – – – – – – – – – – – – – –

Quentin King – – – – – – – – X

Theofelus Mberirua – – – – – – – – – – – – X

Martina Mokgatle-

Aukhumes* – – – – – – – – – – – – – – – – –

Hans H Müseler* – – – – – – –

Lindsay Ralphs* – – – – – – – – – – – – – – – – – – –

Werner Schuckmann – – – – A A A A – – X

Pieter C Steyn* A A A A A A A A A A – – – – – – –

Martin K Shipanga* – – – – – – – – –

Konrad E Taeuber* X – – A – – – – – – – – – – – – – –

Hans-Werner Timke – – – – A A A A – – X

Theresa Weitz A A A A A A

*Non-executive director A: In attendance (not appointed to committee) X: Apologies –: Not member : Attended as director/member

BOARD COMMITTEES

A wide array of structures, guidelines and auditing, accounting and financial controls support rigorous corporate governance in addition to our code of ethics, authority matrix, corporate

values and transparent stakeholder communication. Structures to assist the board in discharging its duties include audit, risk, executive, remuneration, nomination and acquisition

committees. All committees excluding the executive committee are chaired by non-executive directors. Group board, risk and audit and divisional board meetings of all operating

entities are held quarterly.

Each committee operates under a formal charter that defines its powers and duties which are approved by the board.

AUDIT COMMITTEE

This committee consists of three non-executive directors. Meetings are held quarterly, attended by executive committee members, senior management and internal and external

auditors.

An audit committee charter mandates members to ensure effective and appropriate internal financial and operational controls on behalf of the board.

The committee assists the board in terms of the financial reporting processes, internal controls, risk management, compliance with legislation and the internal and external audit

processes.

The audit committee provides effective communication between directors, management and internal and external auditors, reviews accounting policies and financial information issued

to the public and recommends the appointment of external auditors.

The chairman reports quarterly to the board of directors.

The audit committee is assessed annually through a self-assessment.

Members include Harald Müseler (chairman), David Cleasby and Martin Shipanga.

RISK COMMITTEE

The risk committee is governed by a charter and identifies and analyses the associated risks of the businesses and reports findings and proposed mitigating steps to the audit

committee. Risks are managed at operational level.

The effectiveness of the risk management system is performed on an annual basis by the Group internal audit function.

Meetings are held quarterly. Members are mandated to apply the combined assurance model Group-wide, thereby ensuring a coordinated approach to all assurance activities.

The chairman reports quarterly to the board of directors.

Members include two non-executive directors, Martin Shipanga (chairman) and Harald Müseler, and executives Sebulon Kankondi, Jan Arnold, Quentin King, Theofelus Mberirua,

Werner Schuckmann, Hans-Werner Timke and Theresa Weitz.



Corporate governance continued

REMUNERATION COMMITTEE

This committee, consisting of two non-executive directors, meets at least twice a year and reviews and approves the

remuneration and terms of employment of executive directors and senior employees of Bidvest Namibia. The committee

establishes remuneration principles, incentive scheme policies and recommends emolument structures and levels to

the chairman for his consideration and approval.

The Bidvest Namibia Incentive Scheme was adopted and implemented at the annual general meeting in November

2012.

Members include David Cleasby and Harald Müseler. Meetings are attended by CEO Sebulon Kankondi, financial

director Theresa Weitz and Piet Steyn.

EXECUTIVE COMMITTEE

The committee, under the chairmanship of CEO, Sebulon Kankondi, meets regularly, usually once a month. The

executive committee is mandated and responsible for implementing the strategies approved by the Bidvest Namibia

board of directors and for managing the day-to-day affairs of the Group.

Members include Jan Arnold, Quentin King, Theofelus Mberirua, Werner Schuckmann, Hans-Werner Timke and

Theresa Weitz.

ACQUISITION COMMITTEE

Any major acquisitions are referred to this committee for an in-principle decision on whether the acquisition should be

investigated and pursued and meetings are scheduled as required. Depending on their magnitude, acquisitions are

sanctioned by the executive committee and submitted to the board of directors for approval.

Members include Brian Joffe, David Cleasby and members of the executive team.

THE NAMCODE

Since it was first published in 1994, the King Report on Corporate Governance for South Africa and its successors,

King II and King III, have become an indispensable guide on corporate governance to directors and regulators in various

jurisdictions.

The NamCode is based on King III and provides guidance to all Namibian corporate entities on various governance-

related aspects, including:

– Ethical leadership and corporate citizenship;

– Boards and directors;

– Audit committees;

– Governance of risk;

– Governance of information technology;

– Compliance with laws, codes, rules and standards;

– Internal audit;

– Governing stakeholder relationships; and

– Integrated reporting and disclosure.

There is no statutory obligation on companies to comply with the NamCode which was drafted by the Namibian Stock

Exchange and is of particular relevance to listed entities. The underlying intention of the NamCode is not to force

companies to comply with recommended practice, but since the directors are accountable to shareholders and other

stakeholders, and where directors opt not to implement the recommended practices as set out in the NamCode, they

should be able to explain their reasoning and motivation to the shareholders.

The NamCode will be effective for financial years commencing after January 1 2014.



Group value added statement

Employees

Dividends to shareholders and

non-controlling interest

Finance cost on borrowings

Central and local government

Re-invested in operations

435 779

201 3012 187 841

375 752

551

244

188

174

484

197

216

304

2

2014 2013

2014 2013

Notes NAD NAD

Revenue 3 703 495 3 294 235

Paid to suppliers for materials and services (2 574 263) (2 120 481)

Value added 1 129 232 1 173 754

Income from investments 29 639 28 323

Total wealth created 1 158 871 1 202 077

Wealth distribution

Salaries, wages and other employment costs 1 550 960 483 638

Providers of capital

Dividends to shareholders 148 367 133 530

Dividends to non-controlling interest 95 832 63 557

Finance cost on borrowings 2 268 1 782

Central and local government 2 187 543 215 641

Total distributions 984 970 898 148

Reinvested in the Group to maintain and develop operations: 173 901 303 929

Amortisation and depreciation 67 266 81 050

Deferred taxation 7 092 (6 539)

Undistributed profit for the year attributable to owners of the parent 97 378 141 066

Undistributed income attributable to non-controlling interest 2 165 88 352

Total wealth distributed 1 158 871 1 202 077

NOTES TO THE VALUE ADDED STATEMENT

1. SALARIES, WAGES AND OTHER EMPLOYMENT COSTS

Salaries, wages, overtime payments, commissions, bonuses and allowances 505 145 440 561

Employer contributions 45 815 43 077

550 960 483 638

2. CENTRAL AND LOCAL GOVERNMENTS

Current normal company taxation 166 438 195 035

Quota levies and royalty fees 19 919 19 587

Rates and taxes paid on properties 1 186 1 019

187 543 215 641

3. ADDITIONAL AMOUNTS COLLECTED ON BEHALF OF CENTRAL AND LOCAL GOVERNMENT

Value added tax collected on revenue 406 296 348 393

Customs and excise duties 58 596 41 918

Pay-as-you-earn deducted from remuneration paid 54 012 62 856

Non-resident shareholders’ tax deducted from dividends paid 4 382 3 959

523 286 457 126



Consolidated segmental analysis

The segment information for the reportable segments for the year ended June 30 2014 is as follows:

SEGMENTAL REPORTING

Total

Corporate

Services Fishing

Freight and

Logistics Services

Industrial and

Commercial

Products

Food and

Distribution

NAD’000 NAD’000 NAD’000 NAD’000 NAD’000 NAD’000 NAD’000

June 30 2014

Total segment revenue 3 801 033 50 108 1 664 407 413 294 64 590 388 584 1 220 050

Inter-segment revenue (97 538) (34 091) (2 224) (20 120) (4 853) (36 233) (17)

Revenue from external customers 3 703 495 16 017 1 662 183 393 174 59 737 352 351 1 220 033

EBITDA 568 240 5 838 452 494 49 440 11 972 15 795 32 701

Depreciation on property, plant and equipment (60 145) (3 519) (40 382) (5 582) (1 615) (1 784) (7 263)

Amortisation and impairment of intangibles (7 121) (184) (5 465) (212) (62) (387) (811)

Operating profit 500 974 2 135 406 647 43 646 10 295 13 624 24 627

Finance income 18 566 810 14 982 654 1 054 664 402

Finance costs (2 268) (141) (446) (631) (502) (8) (540)

Profit before tax 517 272 2 804 421 183 43 669 10 847 14 280 24 489

Total assets (excluding current and

deferred taxation) 2 752 509 419 904 1 549 444 247 321 86 711 129 095 320 034

Total assets include:

Additions to non-current assets, goodwill and

intangible assets 83 736 3 768 43 285 16 515 4 350 4 456 11 362

Total liabilities (excluding current and

deferred taxation) 479 210 4 363 132 459 122 244 52 458 58 145 109 541



The segment information for the reportable segments for the year ended June 30 2013 is as follows:

SEGMENTAL REPORTING

Total

Corporate

Services Fishing

Freight and

Logistics Services

Industrial and

Commercial

Products

Food and

Distribution

NAD’000 NAD’000 NAD’000 NAD’000 NAD’000 NAD’000 NAD’000

June 30 2013

Total segment revenue 3 380 813 28 267 1 591 265 342 395 59 910 323 106 1 035 870

Inter-segment revenue (86 578) (23 151) (1 815) (17 232) (7 488) (27 798) (9 094)

Revenue from external customers 3 294 235 5 116 1 589 450 325 163 52 422 295 308 1 026 776

EBITDA 680 147 (12 139) 580 215 41 517 20 781 13 667 36 106

Depreciation on property, plant and equipment (64 109) (1 819) (46 708) (4 808) (1 936) (1 639) (7 199)

Depreciation vehicle rental fleet (10 833) – – – (10 833) – –

Amortisation of intangibles (6 108) (171) (5 010) (67) (60) (337) (463)

Operating profit/(loss) 599 097 (14 129) 528 497 36 642 7 952 11 691 28 444

Finance income 17 472 556 14 556 236 573 524 1 027

Finance costs (1 782) 1 870 (652) (644) (988) (327) (1 041)

Profit/(loss) before tax 614 787 (11 703) 542 401 36 234 7 537 11 888 28 430

Total assets (excluding current and

deferred taxation) 2 769 605 496 768 1 529 681 219 882 180 623 113 881 228 770

Total assets include:

Additions to non-current assets, goodwill and

intangible assets 141 571 4 816 72 369 22 153 2 572 5 130 34 531

Total liabilities (excluding current and

deferred taxation) 597 685 (26 310) 177 838 104 312 138 069 49 129 154 647



Sustainability at Bidvest Namibia



GOVERNANCE OF SUSTAINABILITY

Bidvest Namibia embraces its obligation as a corporate citizen towards the society within which it operates, as well as

towards its shareholders, employees, stakeholders and environment while striving to build and sustain its corporate

reputation and conditions conducive to profitable business. The Bidvest Namibia executive committee and board of

directors view sustainable business practices as a business imperative and strongly support these initiatives.

In accordance with our decentralised business ethos, sustainability initiatives are managed by each business unit. Each

business has appointed a sustainability champion who helps drive numerous initiatives, including the recycling and

collection of paper, plastics and ink cartridges. Namsov Fishing has also set up an innovations committee that enables

employees to present innovative business ideas to management. “Going green” is one category in which employees

may submit suggestions.

As far as possible, sustainability initiatives are structured for maximum social and business benefit while delivering

sustainable value.

Businesses use an online data collation tool to maintain, collate and capture sustainability information. This information

helps businesses identify areas of focus and assists in target-setting and industry benchmarking. Refinement to this tool

now allows it to collect more meaningful sustainability data.

STAKEHOLDERS

For an organisation as diverse and decentralised as Bidvest Namibia, it is a constant challenge to determine which

operational issues should be considered material at business unit or Group level. Ongoing stakeholder discussions help

resolve this issue.

Stakeholder engagement occurs at Group, divisional and business unit level. A business engages with stakeholders

considered material to its business. Relationships with stakeholders in more than one business unit are addressed at

divisional and Group level to ensure stakeholder contact is appropriately coordinated.

Customers demand competitive prices, but increasingly focus on good environmental business practice. We

communicate with customers to highlight the benefit of doing business with a socially responsible supplier.

Close liaison is maintained with the Ministry of Fisheries and Marine Resources as policy on the total allowable

catch (TAC) and fishing quotas are material to our business. Divisional executives are represented on fishing industry

committees that advise government and are active at forums set up by the Chamber of Commerce and Industry.

Various forms of stakeholder communication are used, including SENS announcements, half-yearly presentations to

shareholders, analysts and the business media, press releases, profiles, articles in industry and national directories,

newsletters to staff and customers and one-on-one interaction with community groups.

ENVIRONMENT

Proper environmental practice is crucial to the proper commercial management of our business. Our fishing operations

are dependent on effective long-term fish biomass management. What is more, efficient use of fuel and energy and

responsible waste management practices help contain costs within our fishing, distribution and commercial operations.

Similarly, the proper monitoring and control of cold storage systems and airconditioning are critical to the performance

of our food and commercial businesses. Food safety is a strategic priority for our food and foodservice businesses.

Fishing resourcesOur fishing businesses remain a key contributor to the food security of many African states. According to a 2014

estimate by Bidfish, our fishing fleets provide affordable protein to 3 million Africans a day. Management of fish

resources is therefore a priority for Bidvest Namibia and the Namibian authorities.

We remain committed to diligent management of fish biomass and continue to collaborate closely with the Ministry of

Fisheries and Marine Resources. The ministry’s scientists collect data from our vessels. Every year, this research helps

determine the total allowable catch (TAC) determined by the Ministry of Fisheries and its advisory committee, whose

membership includes senior Namsov executives.

The assurance of sufficient TACs for horse-mackerel, pilchard and monk fish is critical to the long-term sustainability

of Namsov operations.

In 2014, the horse-mackerel TAC was set at 350 000mt (up from 320 000mt), an indication that management

practices are effective and a degree of resource recovery is underway. The pilchard TAC was maintained at 25 000mt.

The allocation came down from 31 000mt in 2012. Maintenance at the 2013 level is a signal that this resource

remains fragile.

The TAC determines the available resource for the annual quotas that are awarded by the ministry to Namsov and other

rightholders.

The challenge facing Namsov is to ensure a high level

of fleet utilisation in a policy environment in which its

direct rights may be limited. This means additional rights

have to be purchased from smaller operators, pushing

up access costs.

Some smaller operators wish to retain their rights and

are keen to participate in the industry, but lack the

capital needed for investment in vessels and equipment.

In response, Namsov several years ago created the

Trachurus joint venture (JV) and sold two midwater

trawlers to the JV.

The Trachurus structure enables Namsov, to provide

resources and other support to community-based

operators. They can then take up their full quota and

realise a commercial return.

The end-product is marketed by Namsov, a significant

benefit to JV participants as Namsov processes ensure

high product quality while its brands fetch competitive

market prices.

During the review period, it became apparent that the

Trachurus mechanism was not always suitable for every

new industry entrant. Namsov responded by considering

alternatives that would still permit prospective partners

to achieve commercial returns while enabling higher

levels of fleet utilisation.

Though access costs rose significantly; by year-end

vessel utilisation levels topped 90%.

All our catches are closely monitored by the authorities to

ensure they are within the TAC.

Our commitment to sustainable fishing practices

is further indicated by strong focus on by-catch

reduction. Our onboard controls exceed minimum legal

requirements. As a result, our fishmeal production again

accounted for less than 5% of total wet landings.

By-catch is less than 1% of total catches – testimony

to diligent management by our vessel captains and the

skill of our crews.

Rigorous observance of gear restrictions ensures the

harvesting of juveniles is kept to a minimum while

the fishing methods employed by our midwater trawlers

minimise damage to coral and the seabed.

Compliance with dumping and wastage guidelines

is assured as these issues are controlled by ministry

observers who accompany our vessels. Official scrutiny

continues onshore where observers confirm landed and

transhipment volumes.

Bidfish behaves responsibly and is an active partner

in the work of biomass management. However, new

challenges have arisen as a result of declining resources

in other fishing grounds. Other fleets increasingly enter

Namibian waters. Large foreign fleets do not always feel

obligated to adopt the stringent measures that have

become standard practice at Bidfish.



Sustainability at Bidvest Namibia continued

Other environmental factorsWaste managementAn overarching objective at all businesses is the creation of a culture of environmental awareness and responsible,

eco-friendly behaviour. Our employees buy into this vision and help achieve savings by recycling and reducing the use

of materials.

Rules and procedures govern the responsible treatment of waste material while vessels are at sea. Back in port, waste

is stored prior to recycling.

Sustainability champions – active in every business – are tasked with reducing the usage of material while ensuring

used paper, plastics and ink cartridges are collected for recycling.

Water consumptionNamibia is water-stressed and Namibians are well aware of the need to conserve water.

Bidfish operations account for most usage as water is used by the fleet to prepare catches for market. The pilchard

canning factory in Walvis Bay is also a big water user.

Responsible usage is built into standard operating practice on all vessels as they generate fresh water from sea water.

However, fresh water is purchased when in port.

Water production per vessel per day averages 28 tonnes. However, the fleet’s largest vessel, the Jupiter, produces

45 tonnes. To cut land-based water consumption, UFE’s pilchard factory uses sea water in some flushing operations.

FuelGasoline usage was down from 658 822 litres to 346 120 litres. Diesel consumption increased from 35,8 million litres

to 36,0 million litres.

Fuel is a major component of the Bidcom cost base as long distances have to be travelled by T&C and Caterplus.

The creation of new distribution hubs for Caterplus is intended to ensure better fuel efficiency while achieving greater

delivery frequency.

Interventions to ensure fuel efficiency include a strong focus on route planning, regular vehicle fleet maintenance,

regular replacement of vehicles with modern, fuel-efficient models, use of vehicle tracking systems and the installation

of systems to monitor driving technique and check fuel consumption.

The fishing fleet consumes most diesel.

Namsov’s horse-mackerel fleet has for some time been testing Xbee, a biotechnological and natural additive. The

suppliers are confident it can reduce pollution and CO2 while saving fuel. Claims are difficult to verify as variable weather

and sea conditions make it difficult to compare the relative performance of vessels using Xbee and those that do not

use the additive.

Xbee first went on trial on the Venus in 2011. During scheduled maintenance on the Venus in September 2013 attempts

were made to ascertain the comparative effectiveness of the product. Some indications were positive, but it was difficult

to reach definitive conclusions. Only after a prolonged period of comparative testing will verification be possible. Tests

continue. The search for fuel efficiency is continuous.

Air-purging of onboard refrigeration plants helps to cut electricity and fuel use. When appropriate, engines are run at

90% capacity to make sure oil is not burned off.

Energy managementWhen designing new premises or relocating, energy efficiency is a critical consideration. Our businesses increasingly

migrate to energy-efficient lighting and airconditioning.

In 2014, electricity usage reduced from 9,5 million kWh to 9,0 million kWh.

Voltex and Minolco market energy-efficient solutions and businesses across the Group are encouraged to set an

example by upgrading to these products.

Efficient cold storage is critical to our Food and Distribution operations. T&C’s Windhoek cold storage plant – the largest

in its distribution network – is ammonia-based. This is both energy efficient and environmentally friendly. Other plants

are still freon-based.

All plants comply with gas emission regulations.

Best practice is applied when we upgrade or add new distribution infrastructure.

The new Ongwediva distribution centre makes use of natural light and captures rainwater.

Food safetyThe food industry is highly regulated and food safety and

the containment of food wastage are critical concerns.

Our foodservice and FMCG distribution businesses also

benefit from close association with international brands

that adopt rigorous standards to ensure their reputation

for quality and food safety is maintained.

T&C works closely with brand principals like Nestlé to

insure international food safety and quality standards

are maintained. Regular audits are conducted to ensure

products are properly stored, expiry dates are respected

and product integrity is assured. All product specifications

laid down by brand principals are rigorously adhered to.

T&C employs an advanced warehouse management and

product tracking system to ensure prompt stock rotation.

The system has been rolled out to Caterplus’s Windhoek

distribution centre and will soon be introduced to its

other distribution hubs.

No product is distributed to a customer unless there is at

least a month to go before the expiry date.

Company policy on food waste is straightforward –

prevention is a priority. Every effort is taken to avoid

waste. Stock turn and stock control are focus areas.

When food has to be disposed of, management ensures

the disposal process complies in every respect with

local authority requirements and certifications. A zero-

tolerance policy is enforced on this issue. Waste is kept

to a minimum.

In addition, standard procedures ensure the cold chain –

where applicable – is maintained throughout the storage

and distribution cycle.

In our Fishing division, good progress was made with the

implementation of HACCP (the Hazard Analysis Critical

Control Point system), a process that identifies where

food safety hazards may occur and institutes controls to

prevent them happening.

By end of 2014, it is planned that all five vessels in the

Namsov fleet will be HACCP-compliant.

GROUP RISK MANAGEMENT PROCESS

Ultimate responsibility for risk management rests

with the board. Our directors also determine the risk

appetite of the Bidvest Namibia Group. However, the

board has delegated these responsibilities to the Group

risk management committee. The committee manages

threats and identifies opportunities.

Its task is to help the board identify all Group-wide

risks while fostering a risk management culture. The

committee also has the job of implementing policies and

controls and ensuring they function effectively.

Risk rating criteria have been established at each

business in the Group. Criteria are reviewed annually and

revised where appropriate. The risk committee receives

a report on the review and any changes. Focus areas

include potential monetary impacts, reputation, systems

and people.



Key business risks are documented by senior managers at every business and risk exposure updated quarterly.

Mitigating steps and action plans to reduce or manage inherent risk are also documented.

Business unit risk matrices are consolidated into divisional and subdivisional risk matrices for reporting to quarterly risk

committee meetings.

In line with King III recommendations, senior managers and executive directors of all businesses conduct an annual

risk management workshop. They probe risk rating criteria, key risks, mitigating steps and the effectiveness of the risk

management process. The risk committee receives a report on workshop results.

Top risks for the Bidvest Namibia Group on June 30 2014 were:

Risk Current mitigating actions

Sufficient fishing quota/rights/access to resources/catching capacity

– Monitoring of catch data and health status of fishing stocks,

representation on advisory council to ministry, compliance with

ministerial requirements

– Strategically structuring access to sufficient quota to keep our fleet

efficiently employed

Market prices (fishing) – Monitoring laws/import restrictions and prices in various countries to

drive higher US dollar selling prices

Angolan shareholder dispute – The dispute between the 51% Angolan shareholder and his

representative for right of claim brings with it a legal, statutory and

commercial influence on the investment security of the Angolan

business. It is required and necessary that investment be maintained

to realise returns in line with expectation from this resource

– Maintain full support and assistance via professional legal

infrastructures in Angola to the recognised shareholder partner to

protect his position and our interest

Loss of key skills – Attractive market-related packages, succession planning and transfer

of skills

Inadequate business continuity planning

– Entities responsible for making business continuity plans

Non-compliance with health and safety rules

– HSE coordinators appointed in larger businesses

Unsuccessful acquisitions – Proper due-diligence reviews for proposed acquisitions

Loss of a brand principal for Food and Distribution

– Maintaining positive relationships and ensure performance targets are

achieved

Infant industry protection in Namibia limiting distribution of imported products

– Being up to date with the latest developments in this regard while

being proactive in advising on impact to consumers

Industrial action leading to disruption of services

– Manage relationships with employees and unions

Internal auditors help to evaluate the effectiveness of the risk management process and comment on it in their reports.

OUR PEOPLE

Our people are a source of competitive advantage. They are resilient and have a proven ability to deliver gains in tough

market conditions. A key management objective is to get the best out of our people through communication, motivation

and provision of appropriate support.

We communicate in various forums and invest in working environments that enable our people to perform to their best.

Bidvest Namibia encourages all employees to perform and strive to achieve business targets within a framework of

intrinsic values.

At year-end, the Group employed 3 239 people (2013: 3 203). This confirms the status of Bidvest Namibia as one of

the country’s largest job creators.

Employment equityBidvest Namibia is an equal opportunity employer. We invest in the continued training and development of our people,

without discrimination on the grounds of race, gender or disability.

Each year, we submit affirmative action plans and reports to the Employment Equity Commissioner. All companies are

compliant with the Affirmative Action (Employment) Act and we strive to achieve the Act’s objectives of employment

equity and workforce diversity. We also run development programmes for those from designated groups.

Since the Act’s inception in 1998, sustained employment equity gains have been achieved.

Namibianisation development programmes promote

the recruitment and advancement of Namibians.

Those from racially disadvantaged groups increasingly

take management responsibilities or work as

skilled specialists.

Black Namibians constitute the vast majority of

employees, in line with national demographics. Men

predominate, largely a function of the traditional

male bias in the fishing industry. Women increasingly

take on supervisory and managerial responsibilities.

Development of black Namibians into senior executive

positions is a business imperative.

Bidvest Namibia faces a challenge in the employment of

those with disabilities. Progress in this area is a priority

for management across the Group.

Bidfish employs a number of non-Namibians as some

operations are conducted in Angola or in Angolan

waters. In addition, some senior Russian naval officers

have posts in the fishing fleet. Training and development

initiatives are under way to address this anomaly.

Industrial relationsThe Group has several recognition agreements with

unions in various businesses. Our workforce is heavily

unionised. No industrial action was recorded, though

worker protests took place on issues connected with

conditions of employment. All protests were peaceful and

management maintained strong lines of communication

with worker representatives. Various wage claims went

to arbitration after pay talks stalled. Pay rates are

renegotiated annually.

Falling demand for the Group’s stevedoring service

led to restructuring. Labour challenged the plan for

retrenchments and the matter went to arbitration.

HealthThere were no work-related fatalities, though 38 lost-

time incidents were recorded.

Our safety policy makes it mandatory for our operations

to comply with the Labour Act and all legislation and

standards governing health, safety, welfare at work and

environmental control.

We provide a healthy and safe working environment,

supply all necessary safety and protective equipment

and train workers in the safety aspects of their jobs.

Training investment can be significant.

We ensure our people are continually made aware

of their responsibilities under our safety policy and

engage in ongoing employer-employee consultation on

matters relating to health and safety and protection of

the environment.

In the workplace, peer education supports wellness

awareness, training and monitoring. Dedicated peer

educators focus on HIV/Aids, TB, drug and alcohol abuse,

smoking cessation and lifestyle illnesses. Educators

increasingly make use of cellphones to communicate

key messages and run competitions to test worker

knowledge and understanding.



Sustainability at Bidvest Namibia continued

Condom distribution is part of the effort to assist with family planning and address high-risk behaviours. In 2014, more

than 60 000 condoms were distributed.

Management is proactive on health and safety matters. Basic regulatory compliance is not enough. In 2014,

management ascertained that more than half the workforce was not covered by medical insurance and medical aid

schemes. Affordability was the key constraint.

The Group therefore contacted the Mister Sister Mobile Health Service – an intervention involving NGOs and government

that takes primary healthcare to low-income groups. We partnered with the programme and mobile clinics now provide

basic health services to employees without health insurance cover in Windhoek.

At Bidfish, safety officers are assigned to all vessels, while larger vessels have full health and safety committees on

board. Regular firefighting, first-aid and safety courses are run. Officers take advanced courses and undergo personal

survival training. Firefighting training and basic medical training are mandatory for navigation and engineering officers.

Officer training in radio communication is obligatory to ensure proficiency in radio procedures in the event of emergency.

Fire drills are carried out every five months on all vessels and emergency procedures are tested and reviewed. A regular

health and fitness check-up by a medical practitioner is mandatory for all seagoing crew. All crew must produce a

medical certificate.

Developing NamibiansWe enrolled 56 people at national and international educational institutions in 2014. Bursaries amounting to

NAD3,2 million were awarded. The vast majority of bursars are previously disadvantaged Namibians.

The investment in learnerships in 2014 totalled NAD4,6 million. Costs are substantial as training is conducted in South

Africa and Russia.

Namsov makes ongoing use of the training facilities at NAMFI (Namibian Maritime and Fisheries Institute). However,

NAMFI courses do not cover seagoing certification above classes 5 for navigation and 4 for engineering. Officer training

above this level is conducted at the Cape Peninsular University of Technology in South Africa in collaboration with NAMFI.

As part of its commitment to the Namibianisation of officers, Namsov commits annually to the RSA-based training of

one deck officer and one engineering student. Currently, we have six students who are enrolled in this programme (Out

of nine that were initially enrolled). Investment to date is NAD2,2 million.

Namsov operates several vessels that were built in the former USSR. At the time of purchase, operational, safety,

ships’ registry and insurance requirements laid down certain levels of seagoing certification for ships’ officers. Suitably

qualified Namibians were not available at the time. The vessels therefore arrived with Russian officers and crew.

Namsov made it a priority to Namibianise these vessels. Operational instructions were put into English, and Namibian

crew, below officer grade, were trained and deployed to the fleet.

Namsov became the first company in the Namibian midwater trawl industry to employ Namibian crew on its vessels.

The Namibianisation programme then moved to officer level.

Ten Namibian crew members who had obtained NAMFI

class 5 certification were selected for officer training in

Kaliningrad, Russia, to ensure they reached the same

level of competence of qualified Russian officers.

The ten officer trainees have successfully completed the

first three years of their studies and are now on the third

and final year of the programme. Cost of the programme

to date is NAD6,1 million – confirming a substantial

commitment to Namibianisation and the development of

a new generation of senior officers.

All Group businesses make increasing use of a dedicated

training centre at Manica. Focus areas in 2014 included

the Licence to Lead programme for supervisors (a six-

month, four-module course taken by 45 employees) and

a Licence to Sell course (taken by 40 employees).

In addition, the Group is a long-time supporter of CATS

(the government-backed Commercial Advancement

Training Scheme). This two-year programme is targeted

at school-leavers and combines training in the workplace

with courses offered by colleges and technikons.

A recent innovation, championed by the Group Exco,

entails the identification and selection of a high-potential

black Namibian who is then exposed – at executive

level – to businesses across the Group. This two-year

rotation process is complemented by attendance at

formal management training courses at Henley Business

School in Johannesburg, South Africa.

The divisions of Bidvest Namibia have a long-standing

commitment to training, with wide-ranging focus on

technical skills development, leadership development

and various “soft skills”. This commitment and attendant

training investments pre-date the government’s planned

introduction of the Namibian national training levy.

Bidvest Namibia welcomes the introduction of the levy as

it will help level the playing field in the training arena. The

system imposes a levy on employers. However, those

who use accredited training and development initiatives

to train their people will be entitled to reclaim 50% of the

training investment. This will incentivise businesses that

have not invested in proper training to do so.

In 2014, 1 449 staff attended formal training. The

Group’s training investment was NAD2,7 million.

Attracting and retaining skillsSkills enable business growth and innovation. The Group

therefore regards the recruitment and retention of skilled

people as a business imperative. The Bidvest Namibia

culture encourages initiative and attracts goal-setters

capable of taking independent responsibility. We enable

talented people to grow their careers, thereby helping

our business to grow at the same time.

We apply fair and reasonable recruitment and selection

practices and have set up an online recruitment website

to standardise recruitment initiatives and make them

widely accessible.

Bidvest Academy Graduates.



Our standardised recruitment procedures are aligned with the provisions of the Affirmative Action (Employment) Act. All

positions are graded in accordance with the Patterson grading system.

Participation in annual Namibian market surveys enables us to track salary trends and ensure market-related

remuneration. Any remuneration anomalies have to be justified.

Executive remuneration is determined by an independent remuneration committee.

Our remuneration model allows flexibility. Employees represented by bargaining units receive increases based on annual

pay negotiations with the relevant trade unions.

Our performance-based culture rewards excellence, initiative and effort, while our decentralised business model

encourages autonomous operations to seek growth and opportunities in their respective markets. Performance is

incentivised through bonuses, awards and payment for the achievement of targets.

CORPORATE SOCIAL INVESTMENT

CSI totalled NAD26,2 million in 2014 (2013: NAD20,1 million). Commitments not only come from our businesses. Our

people also engage in various initiatives. The Pandula Trust, supported Group-wide by our people, is a key mechanism

for channelling these efforts. Among trust efforts in 2014 was support for micro-enterprises in the form of industrial

washing and sewing machines and woodworking equipment.

The Namsov Community Trust (a Namsov shareholder) is a major driver of CSI efforts across Namibia. Its focus falls on

health, education, ICT, enterprise development, job creation, the environment and community upliftment. Since inception

in 1991, the trust has invested NAD62,9 million in these areas. Investment in 2014 was NAD13,0 million.

To maximise the CSI impact, the trust frequently partners with NGOs, and other bodies and in 2014 strong focus fell

on the identification of national stakeholders and projects with the potential to deliver sustainable benefits to social

beneficiaries. Delivering the most benefit to the most vulnerable is the central objective.

Continued development of the trust’s fish distribution project was another point of focus. The initiative assists

communities while promoting grassroots entrepreneurship by providing start-up capital and equipment. Fridges and

scales are distributed to vendors to enable them to sell fish harvested by Namsov. The intervention contributes to the

food security of an estimated 1,2 million Namibians.

Another intervention – in collaboration with the office of the Deputy Prime Minister – involves the establishment of a

model farm for San resettlement. The project also contributes to the economic development, health and education of

the San community.

A new initiative undertaken in 2014 (in partnership with the office of the Prime Minister) entails the establishment of a

food bank. The immediate need is to provide a resource that will enable food distribution to areas of need. The longer-

term objective is to build capabilities that will contribute to national food security. The vision is to foster community-level

crop cultivation and stock rearing.

The trust also supports the Save the Rhino Trust and the Desert Lion Campaign.

Individual companies also make major CSI contributions.

For example, Trachurus donated 3 000 “health boxes’

to Namibia’s first lady, Madame Penehupifo Pohamba,

a contribution to the Organisation of African First Ladies

against HIV/Aids. The value of the donation topped

NAD2,4 million.

The boxes contain immune-booster products (fortified

porridge, high-energy drinks and soups), preventive

products (including anti-bacterial residual sprays) and

water purifier drops. Health boxes are distributed to those

with HIV/Aids and the victims of droughts and floods.

A company such as Manica focuses its CSI spend on

health, education, youth development, the environment

and enterprise development. One effort entails support

for Walvis Bay’s Sunshine Centre, a shelter for children

with special needs and a haven for abused women and

children. Manica support for the sunshine garden will

help residents grow produce, some of which can be sold,

thereby creating a self-sustaining micro-business.

Manica also supports brown hyena research and

provides bursaries to young people focused on a career

in logistics. Provision of disused cargo containers has

enabled an under-resourced school in Swakopmund to

create an extra classroom and storage facilities. Other

Manica interventions include provision of two-way radios

in support of crime-fighting initiatives and support for the

annual school beach clean-up.

Sport commitmentA major Group commitment is sponsorship of the Bidvest

Namibia Cup in partnership with the Namibian Football

Association. Our year-end coincided with the end of the

second year of this three-year sponsorship. Experience

in year two confirmed that all objectives are being met

– growing awareness of the Bidvest Namibia brand in

all regions of the country, close engagement with local

and regional government, development of the game of

soccer at all levels and better appreciation of the Group

as a responsible corporate citizen.

The format ensures that top teams frequently come up

against clubs from the lower divisions, creating a David

vs Goliath contest that generates great excitement. The

final involved a top side against a minnow and created

nationwide interest.

The game was screened live by the national broadcaster

and was shown across the continent on pay-TV’s Soccer

Africa Channel. Winners of the Bidvest Namibia Cup

gain automatic entry to the African Cup Winners Cup

– ensuring brand exposure in a prestige competition.

Further exposure is achieved in radio, print and

social media.

Donation for UNAM’s new facility in Keetmanshoop.


Annual Integrated Report 201446 BIDVEST NAMIB IA L IM ITED


shared valuesWe have



Annual financial statements

Statement of directors’ responsibilities and

approval 48

Declaration by company secretary 48

Independent auditor’s report 49

Audit committee report 50

Directors’ report 52

Accounting policies 57

Statements of financial position 66

Statements of profit or loss and other

comprehensive income 67

Statements of changes in equity 68

Statements of cash flows 70

Notes to the financial statements 71

Shareholders’ diary 98

Administration 99

Our company logos 100

CommunicationAccountability

Excellence



The directors are required by the Companies Act of Namibia, 2004, to maintain adequate accounting records and are responsible for the content and integrity of the annual financial

statements and related financial information included in this report. It is their responsibility to ensure that the annual financial statements fairly present the state of affairs of the

Company and of the Group as at the end of the financial year and the results of their operations and cash flows for the year then ended, in conformity with International Financial

Reporting Standards (IFRS) and the Companies Act. The external auditors are engaged to express an independent opinion on the annual financial statements.

The annual financial statements are prepared in accordance with IFRS and are based upon appropriate accounting policies consistently applied and supported by reasonable and

prudent judgements and estimates.

The directors acknowledge that they are ultimately responsible for the system of internal financial control established by the Company and by the Group and place considerable

importance on maintaining a strong control environment. To enable the directors to meet these responsibilities, the directors set the standards for the internal control aimed at reducing

the risk of error or loss in a cost-effective manner. The standards include the proper delegation of responsibilities within an acceptable level of risk. These controls are monitored

throughout the Group and all employees are required to maintain the highest ethical standards in ensuring the Group’s business is conducted in a manner that in all reasonable

circumstances is above reproach. The focus of risk management in the Group is on identifying, assessing, managing and monitoring all known forms of risk across the Group. While

operating risk cannot be fully eliminated, the Company and the Group endeavour to minimise it by ensuring that appropriate infrastructure, controls, systems and ethical behaviour are

applied and managed within predetermined procedures and constraints.

The directors are of the opinion, based on the information and explanations given by management, that the system of internal control provides reasonable assurance that the financial

records may be relied on for the preparation of the annual financial statements. However, any system of internal financial control can provide only reasonable, and not absolute,

assurance against material misstatements or loss.

The directors are satisfied that the Company and Group have access to adequate resources to continue in operational existence for the foreseeable future.

The external auditors, Deloitte & Touche, have audited the annual financial statements and group annual financial statements, and their report is presented on page 49.

The Group annual financial statements and annual financial statements of the Company are set out on pages 38 to 39 and pages 52 to 97 which have been prepared on the going-

concern basis, were approved by the board of directors and are hereby signed on its behalf:

Lindsay Ralphs Sebulon Kankondi

Chairman Chief executive officer

August 28 2014 August 28 2014

Statement of directors’ responsibilities and approvalfor the year ended June 30 2014

In my capacity as company secretary, I hereby confirm, that for the year ended June 30 2014, the Company has lodged with the Registrar of Companies, all such returns as are

required in terms of this Act and that all such returns are true, correct and up to date.

Veryan Hocutt

Company secretary

August 28 2014

Declaration by company secretary



TO THE MEMBERS OF BIDVEST NAMIBIA LIMITED

We have audited the Group annual financial statements and annual financial statements of Bidvest Namibia Limited, which comprise the consolidated and separate statements of

financial position as at June 30 2014 and the consolidated and separate statements of profit or loss and other comprehensive income, the consolidated and separate statements

of changes in equity and the consolidated and separate statements of cash flows for the year then ended and a summary of significant accounting policies and other explanatory

information, and the directors’ report, as set out on pages 38 to 39 and pages 52 to 97.

DIRECTORS’ RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

The Company’s directors are responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards and the

requirements of the Companies Act of Namibia, 2004 and for such internal controls as the directors determine is necessary to enable the preparation of financial statements that are

free from material misstatement, whether due to fraud or error.

AUDITOR’S RESPONSIBILITY

Our 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 about 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 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.

OPINION

In our opinion, the financial statements present fairly, in all material respects, the consolidated and separate financial position of Bidvest Namibia Limited as at June 30 2014 and their

consolidated and separate financial performance and consolidated and separate cash flows for the year then ended in accordance with International Financial Reporting Standards

and the requirements of the Companies Act of Namibia.

Deloitte & Touche

Registered Accountants and Auditors

Chartered Accountants (Namibia)

ICAN practice number: 9407

Per RH Mc Donald

Partner

PO Box 47, Windhoek, Namibia

August 28 2014

Regional executives: LL Bam (chief executive), A Swiegers (chief operating officer), GM Pinnock

Resident partners: E Tjipuka (managing partner), RH Mc Donald, J Kock, H de Bruin, J Cronjé, A Akayombokwa

Director: G Brand

Independent auditor’s report



The audit committee is a committee of the board of directors and it assists the board through advising and making submissions on financial reporting, oversight of the risk management

process and internal audit functions and statutory and regulatory compliance of the Company.

MEMBERSHIP

The audit committee members are appointed by the board, comprising a minimum of three members and chaired by an independent non-executive director. The committee comprises

Hans-Harald Müseler (chairman), David Cleasby and Martin Shipanga. The chairman of the committee reports to the board and to the Bidvest Group audit committee on the activities

and the recommendations made by the committee. The chief executive officer, financial director, head of the internal audit, the external audit partner and divisional executives attend

all meetings. The committee met four times during the 2014 financial year.

DELEGATED DUTIES AND RESPONSIBILITIES

The audit committee has adopted formal terms of reference that have been approved by the board of directors, and has executed its duties during the past financial year in accordance

with these terms of reference, which includes ongoing interaction with the risk committee:

– Assist the board in discharging its duties relating to the safeguarding of assets, the operation of adequate systems, control and reporting processes, and the preparation of accurate

reporting and financial statements in compliance with the applicable legal requirements and accounting standards

– Provide management, external and internal auditors access to the chairman or any other member of the committee about any matter within the committee’s scope

– Meet independently with the external and internal auditors at least once a year

– Provide a forum for discussing financial, enterprise-wide, market, regulator, safety and other risks and control issues, and to monitor controls designed to minimise these risks

– Review the Company’s annual integrated report, including the annual financial statements, as well as its interim report and any other public reports or announcements containing

financial information

– Oversee the activities of, and to ensure coordination between, the activities of internal and external audit

– Perform duties assigned to it under the Companies Act and other legislation

– Annually review the committee’s work and terms of reference and to make recommendations to the board to ensure its effectiveness.

The directors believe that the committee has satisfied its responsibilities under its mandate.

EXTERNAL AUDIT

The committee has nominated Deloitte & Touche for appointment as the Company’s lead auditors with PwC auditing the Bidfish Group and some of the Company’s other coastal

operations for the financial year ended June 30 2014. In the execution of its duties during the past financial year the committee has:

– approved the external audit engagement letter, the audit plan and the budgeted audit fees payable to the external auditors;

– obtained a statement from the independent auditors confirming that their independence was not impaired;

– determined the nature and extent of all non-audit services provided by the independent audits and pre-approved all non-audit services undertaken;

– obtained assurances from the independent auditors that adequate accounting records were being maintained; and

– confirmed that no material irregularities had been identified or reported by the independent auditors under the Public Accountants’ and Auditors’ Act.

Based on our satisfaction with the results of the activities outlined above, the committee recommended to the board that the same two audit firms should be reappointed for the 2015

financial year at the next annual general meeting.

FINANCIAL STATEMENTS

The committee confirmed, based on management’s review, that the interim and annual financial statements were prepared on the going-concern basis. It has:

– examined the interim and annual financial statements and other financial information made public, prior to their approval by the board;

– considered accounting treatments, significant or unusual transactions and accounting judgements;

– considered the appropriateness of accounting policies and any changes made thereto;

– reviewed the independent auditor’s audit report;

– reviewed the representation letter relating to the annual financial statements signed by the management;

– considered any problem identified, as well as any legal and tax matters that could materially affect the financial statements; and

– met separately with management, external audit and internal audit, and concluded that no material weakness exists.

The committee is of the opinion that the financial statements fairly present the financial position of the Group and Company at the end of the financial periods and the results of its

operations and cash flow for the financial periods then ended.

Audit committee reportfor the year ended June 30 2014



INTERNAL CONTROL AND INTERNAL AUDIT

The committee has reviewed and recommended the internal audit charter for approval and has:

– reviewed and approved the annual internal audit plans and evaluated the independence, effectiveness and performance of the internal audit function;

– considered the reports of the internal auditors and the independent external auditors on the Group’s systems of internal control including financial control, business risks management

and maintenance of effective internal control systems;

– received assurances that proper accounting records were maintained and that the systems safeguarded the Group’s assets against unauthorised use or disposal; and

– reviewed issues raised by internal audit and the adequacy of corrective action taken by management in response thereto.

Concluded that there were no material breakdowns in internal control and assessed the adequacy of the performance of the internal audit function and found it satisfactory.

RISK MANAGEMENT AND INFORMATION TECHNOLOGY

The committee reviewed the Group’s policies on risk assessment, including information technology risks and found them to be sound.

LEGAL AND REGULATORY REQUIREMENTS

The committee has:

– received from management legal matters that could have a material impact on the Group; and

– considered reports provided by management, internal audit and the independent auditors regarding compliance with legal and regulatory requirements.

Based on the information available, it is satisfied with the level of statutory compliance by the Company’s divisions.

COMBINED ASSURANCE

The committee reviewed the combined assurance model which is being developed, comprising the plans and reports of the external and internal auditors and other assurance providers

including management, and concluded that the significant risks identified are adequately addressed by management and other assurance providers.

ANNUAL STATUTORY ACCOUNTS

Following the review by the committee of the annual financial statements of Bidvest Namibia Limited for the year ended June 30 2014, the committee is of the view that, in all material

respects, it complies with the relevant provisions of the Companies Act and IFRS and fairly presents the financial position at June 30 2014 and the results of its operations and cash

flow for the year then ended. Having achieved its objectives for the financial year, the committee recommended the annual financial statements and the annual integrated report for

the year ended June 30 2014 to the board for approval.the year ended June 30 2014 to

Signed on behalf of the committee by:

Hans-Harald Müseler

Chairman

August 21 2014



The directors have pleasure in presenting their annual integrated report which forms part of the Group annual financial statements and annual financial statements of the Company

for the year ended June 30 2014.

NATURE OF BUSINESS

The Company is the holding company of two operational subsidiaries, Bidvest Namibia Fisheries Holdings (Pty) Limited (Bidfish) and Bidvest Namibia Commercial Holdings (Pty) Limited

(Bidcom).

Bidvest Namibia Management Services (Pty) Limited, Bidvest Namibia Property Holdings (Pty) Limited and Bidvest Namibia Information Technology (Pty) Limited are also direct

subsidiaries of the holding company, and act as the support companies for the Bidvest Namibia Group. They receive administration income, rental income from subsidiaries in the

Group, as well as directors’ fees, if applicable, from all underlying entities and incur related support, staff and administration expenses.

Bidvest Namibia Commercial Holdings (Pty) Limited (Bidcom) has operational arms including stationery and office furniture, electrical supplies, food and distribution, office solutions,

printer consumables, freight management services and travel management services.

Bidvest Namibia Fisheries Holdings (Pty) Limited (Bidfish) has operational arms mainly in the fishing industry.

RESULTS OF OPERATIONS

The results of operations and state of affairs of the Group and the Company are fully set out in the attached annual financial statements and do not in our opinion require further

comment.

GOING CONCERN

The directors have satisfied themselves that no material uncertainty that cast significant doubt about the ability of the Group and the Company to continue as a going concern has been

identified, and they have a reasonable expectation that the Group and the Company have adequate financial resources to continue in operational existence for the foreseeable future.

Therefore, these financial statements have been prepared on a going-concern basis.

SUBSEQUENT EVENTS

No events have occurred between the reporting date and the date of this report which are material in their effect on the affairs of the Group.

AUTHORISED AND ISSUED SHARE CAPITAL

There were no changes to the authorised share capital during the year under review.

DIVIDENDS

Dividends amounting to NAD148,4 million (2013: NAD133,5 million) were declared and paid by the Company during the year under review.

SEGMENTAL ANALYSIS

Management has determined the operating segments based on the reports reviewed by the executive committee that are used to make strategic decisions. The committee considers

the business from a product perspective.

Segmental results include revenue and expenses directly relating to a business segment but exclude net finance charges and taxation which cannot be allocated to any specific

segment. Segmental trading profit is defined as operating profit excluding items of a capital nature and is the basis on which management’s performance is assessed.

Segment operating assets and liabilities include property, plant and equipment, investments, inventories, trade and other receivables, trade and other payables and post-retirement

obligations, but exclude current taxation and deferred taxation. Intangible assets are allocated to the cash-generating unit in the segment to which they relate.

Fishing derives revenue from its horse-mackerel, monk and pilchard fishing rights in Namibia and Angola.

Industrial and Commercial Products supplies electrical equipment and consumables, stationery, office equipment and furniture, printer consumables and hardware.

Food and Distribution Services supplies perishable foods to the hospitality, wholesale and retail industries in Namibia.

Freight and Logistics provides ships agency, clearing and forwarding, stevedoring, container handling, general warehousing and airport services.

Services provides travel and copier services.

Corporate Services includes corporate services provided to the Group.

Sales between segments were carried out on terms and conditions as agreed between the parties. The revenue from external parties is measured in a manner consistent with that in

the statements of comprehensive income.

Directors’ reportfor the year ended June 30 2014



The executive committee assesses the performance of the operating segments based on a measure of adjusted operating profit. This measurement basis excludes the effects of

non-recurring expenditure from the operating segments such as restructuring costs and goodwill impairments when the impairment is the result of an isolated, non-recurring event.

Full segmental report on pages 38 to 39.

INFORMATION ABOUT DIRECTORS’ SERVICE CONTRACTS

Each of the executive directors has a contract of appointment from Bidvest Namibia Limited, containing terms that are normal for such contracts.

INTEREST OF DIRECTORS AND SENIOR KEY PERSONNEL IN SHARE CAPITAL

The interests, direct and indirect, of the directors and officers in office at June 30 2014 are as follows:

Ordinary shares

Beneficial Indirect

At July 1 2013 10 781 733 250 000

At June 30 2014 10 974 633 250 000

Comprising:

Non-executive directors 331 000 1 068 000

Executive directors 1 391 200 –

J Arnold 14 000 –

SI Kankondi 1 377 200 –

Senior key personnel 9 252 433 –

DIRECTORS’ INTERESTS IN CONTRACTS

No material contracts in which the directors have an interest were entered into in the current year other than the transactions detailed in note 37 to the financial statements.

SHAREHOLDERS’ SPREAD

An analysis of holdings extracted from the register of ordinary shareholders at June 30 2014 is listed below:

Number of

shareholders

Percentage of

share capital

(nearest 1%)

The Bidvest Group Limited 1 51

Public:

Companies 16 10

Trust 6 0

Individuals 567 1

Pension and provident funds 39 22

Insurance companies and medical aid funds 5 1

Non-public:

Directors 10 1

Broad-based economic empowerment partner

Ovanhu Investments (Pty) Limited – related party 1 14

645 100

MAJOR SHAREHOLDERS

According to the share register, the following are the only shareholders beneficially holding, directly or indirectly, in excess of 5% of the share capital at June 30 2014:

Percentage holding

The Bidvest Group Limited 51

Ovanhu Investments (Pty) Limited 14

Government Institution Pension Fund 11



DIRECTORS’ REMUNERATION

The remuneration paid or accrued to directors while in office of the Company during the year ended June 30 2014 can be analysed as follows:

Pension and

Fees for Basic salary Bonuses medical aid

services and allowances accrued contributions Total

NAD’000 NAD’000 NAD’000 NAD’000 NAD’000

June 30 2014

Executive directors

SI Kankondi – 2 546 470 232 3 248

T Weitz – 1 253 190 206 1 649

J Arnold – 1 996 390 318 2 704

– 5 795 1 050 756 7 601

Non-executive directors

P Steyn 200 200

M Mokgatle-Aukhumes 114 114

HH Müseler 326 326

MK Shipanga 322 322

KE Taeuber 96 96

F Kapofi 26 26

B Eimbeck 26 26

1 110 1 110

June 30 2013

Executive directors

SI Kankondi – 2 379 450 217 3 046

HW Timke – 505 – 65 570

T Weitz – 1 126 200 183 1 509

J Arnold – 1 869 450 293 2 612

– 5 879 1 100 758 7 737

Non-executive directors

P Steyn 108 108

M Mokgatle-Aukhumes 108 108

HH Müseler 352 352

MK Shipanga 309 309

KE Taeuber 108 108

JL Bastos 24 24

1 009 1 009

Directors’ long-term incentives Number

Average price

NAD

Executive directors

SI Kankondi 150 000 11,30

J Arnold 125 000 11,30

T Weitz 75 000 11,30

350 000 11,30

These options were granted to directors on May 23 2013. Options vest in three tranches on the third, fourth and fifth years’ anniversaries respectively from the grant date and expire

within 10 years of their issue, or one month after the resignation of the director.

Directors’ share-based payment expense

2014

NAD’000

2013

NAD’000

SI Kankondi 180 15

J Arnold 156 13

T Weitz 96 8

432 36

Directors’ report continuedfor the year ended June 30 2014



SUBSIDIARIES

Principal subsidiary undertakings

Effective %

holding

Issued

share capital

NAD

Total

comprehensive

income/(loss)

NAD

The Bidvest Namibia Limited subsidiaries are all incorporated in Namibia, except for Comet Investments

Capital Incorporated, a company registered in the British Virgin Islands, Frigocentre Limitada and Pesca Fresca

Limitada which are registered in Angola.

By the Company

Bidvest Namibia Commercial Holdings (Pty) Limited 100,00 100 39 269

Bidvest Namibia Fisheries Holdings (Pty) Limited 100,00 1 613 124 686

Bidvest Namibia Information Technology (Pty) Limited 100,00 100 1 384

Bidvest Namibia Property Holdings (Pty) Limited 100,00 5 000 1 629

Bidvest Namibia Management Services (Pty) Limited 100,00 100 (1 144)

Through subsidiaries

Atlantic Harvesters of Namibia (Pty) Limited 69,55 300 19 095

Carapau Fishing (Pty) Limited 69,55 1 000 –

Caterplus Namibia (Pty) Limited 100,00 1 (192)

Cecil Nurse Namibia (Pty) Limited 100,00 100 2 331

Comet Investments Capital Incorporated 69,55 762 (9 780)

Elzet Development (Pty) Limited 100,00 100 318

Frigocentre Limitada^^ 34,74 76 243 –

Kolok (Namibia) (Pty) Limited 100,00 100 1 941

Lubrication Specialists (Pty) Limited 100,00 200 3 553

Lüderitz Bay Shipping & Forwarding (Pty) Limited 100,00 100 2 620

Manica Group Namibia (Pty) Limited 100,00 279 187 15 982

Matador Enterprises (Pty) Limited 100,00 1 000 12 007

Minolco (Namibia) (Pty) Limited 100,00 100 3 993

Monjasa Namibia (Pty) Limited 100,00 100 67

Mukorob Pelagic Processors (Pty) Limited 69,55 19 014 1 511

Namfish Pelagic Industries (Pty) Limited 69,55 100 4 440

Namibian Sea Products (Pty) Limited 69,55 46 997 005 71 789

Namsov Fishing Enterprises (Pty) Limited 69,55 100 000 252 107

Namsov Industrial Properties (Pty) Limited 69,55 1 000 192

Ocean Fresh (Pty) Limited 69,55 2 –

Pesca Fresca Limitada* 34,08 152 486 –

Rennies Travel (Namibia) (Pty) Limited 100,00 1 000 3 785

Sarusas Development Corporation (Pty) Limited 69,55 1 000 8 337

Starting Right Investments Two Zero Five (Pty) Limited 100,00 100 3 378

Taeuber & Corssen SWA (Pty) Limited 100,00 6 000 000 42 509

T&C Properties Namibia (Pty) Limited 100,00 8 000 5 213

T&C Trading (Pty) Limited 100,00 4 000 5 439

Tetelestai Mariculture (Pty) Limited 69,55 100 (353)

Trachurus Fishing (Pty) Limited^ 42,09 100 000 82 838

Twafika Fishing Enterprises (Pty) Limited 52,23 2 000 620

United Fishing Enterprises (Pty) Limited 69,55 4 000 32 599

Voltex (Namibia) (Pty) Limited 100,00 100 (3 230)

Waltons Namibia (Pty) Limited 100,00 6 5 489

Walvis Bay Stevedoring Company (Pty) Limited 55,00 100 1 304

Walvis Bay Airport Services (Pty) Limited 100,00 5 000 (8 393)

Woker Freight Services (Pty) Limited 100,00 28 636 4 883

Joint venture

!OE#GAB Fishing Enterprises (Pty) Limited 34,78 100 –

* The Group has de facto control as a result of the management agreement between Comet Investment Capital Incorporated and Pesca Fresca Limitada.^ The Group has a direct shareholding of 51% in Trachurus Fishing (Pty) Limited.^^ The Group has a direct shareholding of 99% in Frigocentre Limitada through its de facto control of Pesca Fresca Limitada.

HOLDING COMPANY

The Company is a subsidiary of The Bidvest Group Limited, a company registered in the Republic of South Africa, and listed on the Johannesburg Stock Exchange (JSE).



DIRECTORS AND SECRETARY

The following persons were directors of the Company during the year and up to the report signing date:

Date appointed/resigned Nationality

B Joffe (Chairman) Appointed: July 29 1994 South African

SI Kankondi (Chief executive) Appointed: August 10 2007 Namibian

J Arnold Appointed: January 17 2007 Namibian

DE Cleasby Appointed: January 17 2007 South African

M Mokgatle-Aukhumes Appointed: August 10 2007 Namibian

HH Müseler Appointed: August 10 2007 Namibian

MK Shipanga Appointed: August 21 2009 Namibian

PC Steyn Appointed: January 17 2007 South African

T Weitz (Financial director) Appointed: August 18 2011 Namibian

KE Taeuber Resigned: August 22 2014 South African

LP Ralphs Appointed: February 26 2014 South African

B Eimbeck Appointed: March 3 2014 Namibian

F Kapofi Appointed: March 3 2014 Namibian

The Company secretary is V Hocutt whose business and postal addresses are:

Business address Postal address

4 Robert Mugabe Avenue PO Box 6964

Windhoek Ausspannplatz

Namibia Windhoek

Namibia

AUDITORS

Deloitte & Touche will continue in office in accordance with section 278(2) of the Companies Act of Namibia.

Directors’ report continuedfor the year ended June 30 2014



1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The principal accounting policies applied in the preparation of these separate and consolidated financial statements are set out below. These accounting policies have been

consistently applied to all years presented, unless otherwise stated.

2. BASIS OF PREPARATION

The consolidated and separate financial statements of Bidvest Namibia Limited have been prepared in accordance with, and comply with International Financial Reporting

Standards (IFRS), adopted by the International Accounting Standards Board (IASB) and interpretations issued by the International Financial Reporting Interpretations Committee

(IFRIC) of the IASB, and the Companies Act of Namibia, 2004. The financial statements are prepared in accordance with the going-concern principle under the historical cost

basis, except for biological assets and financial instruments, which are stated at fair value. Historical cost is generally based on the fair value of the consideration given in

exchange for assets.

It is important to note that this financial information has been prepared in accordance with IFRS that are effective June 30 2014. Standards and interpretations that

are not yet effective and will be adopted in future years are listed in note 40. The directors and management have not yet assessed the implications of standards and

interpretations that are not yet effective.

The preparation of financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of policies

and reported amounts of assets and liabilities, income and expenses. Although estimates and associated assumptions are based on historical experience and various

other factors that are believed to be reasonable under the circumstances (the results of which form the basis of making judgements about carrying values of assets and

liabilities that are not readily apparent from other sources), the actual outcome may differ from these estimates in note 39.

The financial statements are presented in Namibia dollar (NAD), which is the Group’s functional currency. All financial information has been rounded to the nearest thousand

unless stated otherwise.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised,

if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

3. NEW AND REVISED ACCOUNTING STANDARDS

The Group has adopted the following new standards and amendments to standards, including any consequential amendments to other standards, with a date of initial

application of July 1 2013.

– IFRS 10 Consolidated Financial Statements

– IFRS 11 Joint Arrangements

– IFRS 12 Disclosure of Interests in Other Entities

– IFRS 13 Fair Value Measurement

– IAS 19 Employee Benefits

The nature and the effect of the changes are further explained below:

IFRS 10 Consolidated Financial Statements IFRS 10 addresses the divergence arising from the control-based principles in IAS 27 and the risks and rewards based approach in SIC 12 and in addition, provides greater

guidance on de facto control.

Management has reassessed the control conclusion for each of its investees at July 1 2013. No changes were identified and the adoption of this new standard has thus

had no impact on the financial results.

IFRS 11 Joint Arrangements IFRS 11 identifies two types of joint arrangements, joint operations and joint ventures, and prohibits the use of proportionate consolidation for joint ventures.

Management has assessed the Group’s involvement in joint arrangements in accordance with the requirements of IFRS 11 and concluded that the Group’s investment in

!OE#GAB Fishing Enterprises (Pty) Limited, which was proportionately consolidated under IAS 31, should be classified as a joint venture under IFRS 11 and accounted for

using the equity method. The impact is not material and as a result the prior year numbers were not restated.

IFRS 12 Disclosure of Interests in Other Entities IFRS 12 is a disclosure standard and is applicable to entities that have interests in subsidiaries, joint arrangements, associates and/or unconsolidated subsidiaries.

The adoption of IFRS 12 has resulted in more extensive disclosures in the consolidated financial statements.

IFRS 13 Fair Value Measurement IFRS 13 is a single cohesive standard consolidating the principles of fair value measurement and disclosures for financial reporting. Fair value measurements of a non-

financial asset will take into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another

market participant that would use the asset in its highest and best use.

In accordance with the transitional provisions of IFRS 13, the Group has applied the new fair value measurement guidance prospectively. Notwithstanding the above, the

change had no significant impact on the measurements of the Group’s assets and liabilities, but resulted in increased disclosure.

Accounting policiesfor the year ended June 30 2014



3. NEW AND REVISED ACCOUNTING STANDARDS (continued)

IAS 19 Employee Benefits The revised IAS 19 changes the accounting for defined benefit plans and termination benefits. The most significant change relates to the accounting for changes in defined

benefit obligations and plan assets. The amendments required the recognition of changes in defined benefit obligations and in the fair value of plan assets when they occur,

and hence eliminate the “corridor approach” permitted under the previous version of IAS 19 and accelerate the recognition of past service costs. All actuarial gains and losses

are recognised immediately through other comprehensive income in order for the net pension asset or liability recognised in the consolidated statement of financial position

to reflect the full value for the plan deficit or surplus. Furthermore, the interest cost and expected return on plan assets used in the previous version of IAS 19 are replaced

with a “net interest” amount, which is calculated by applying the discount rate to the net defined benefit liability or asset.

The adoption of the changes to this statement have had a limited impact on the results of the Group. No adjustment has been made to the results for the year ended

June 30 2013 as the amounts are considered to be immaterial. The impact of the change in policy has been included in the current year’s results.

Details of new standards and interpretations that apply to the Group are contained in note 40 to the financial statements.

4. CONSOLIDATION

(a) Subsidiaries Subsidiaries are all entities (including special-purpose entities) over which the Group has the power to govern the financial and operating policies generally

accompanying a shareholding of more than one half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible

are considered when assessing whether the Group controls another entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group.

They are deconsolidated from the date that control ceases.

The acquisition method is used to account for the acquisition of subsidiaries by the Group. The cost of an acquisition is measured as the fair value of the assets given,

equity instruments issued and liabilities incurred or assumed at the date of exchange. Acquisition-related costs are recognised in profit or loss as incurred. 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 non-controlling interest. The excess of the cost of the acquisition over the fair value of the share of the Group 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 profit or loss.

Inter-company transactions, balances and unrealised gains of transactions between Group companies are eliminated. Unrealised losses are also eliminated but

considered an impairment indicator of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the

policies adopted by the Group.

Common control transactions are business combinations in which all of the combining entities are ultimately controlled by the same entity before and after the

transaction. These transactions are accounted for at predecessor values. Assets and liabilities acquired are accounted for at the book value used in the consolidated

financial statements of the highest entity that has common control. The difference between the amount paid and the book value of the net assets acquired are taken

to retained earnings.

The investment in subsidiaries is recognised at cost less accumulated impairment in the separate financial statements of the Company.

(b) Transactions and non-controlling interest The Group applies a policy of treating transactions with non-controlling interest as transactions with parties external to the Group. Disposals to non-controlling interests

result in gains and losses for the Group and are recorded directly in equity. Purchases from non-controlling interests result in goodwill, being the difference between

any consideration paid and the relevant share acquired of the carrying value of net assets of subsidiary.

(c) Associates Associates 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 statement of comprehensive income, 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 Group does not recognise further

losses, unless it has incurred obligations or made payments on behalf of the associate.

The Group determines at each reporting date whether there is any objective evidence that the investment in the associate is impaired. If this is the case, the Group

calculates the amount of impairment as the difference between the recoverable amount of the associate and its carrying value and recognises the amount in the

statement of comprehensive income.

Unrealised gains on transactions between the Group and its associates are eliminated to the extent of the Group’s interest in the associates. Unrealised profits 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. Dilution gains and losses arising in investments in associates are recognised in the statement

of comprehensive income.

Accounting policies continuedfor the year ended June 30 2014



4. CONSOLIDATION (continued)

(d) Joint venture A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the joint arrangement. Joint control

is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require unanimous consent of the parties

sharing control.

5. SEGMENT REPORTING

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker, who

is responsible for allocating resources and assessing performance of the operating segments, has been identified as the executive committee that makes strategic decisions.

The reportable segments of the Group have been identified based on the nature of the businesses. This basis is representative of the internal structure for management

purposes.

“Segmental operating profit” includes revenue and expenses directly relating to a business segment but exclude net finance charges and taxation which cannot be allocated

to any specific segment. Share-based payment costs are also excluded from the result as this is not a criteria used in the management of the reportable segments.

“Segmental trading profit” is defined as operating profit excluding items of a capital nature and is the basis on which management’s performance is assessed.

Segment operating assets and liabilities include property, plant and equipment, investments, inventories, trade and other receivables, trade and other payables, banking

assets and liabilities, insurance funds and post-retirement obligations but exclude cash, borrowings, current taxation and deferred taxation. Intangible assets are allocated

to the cash-generating unit in the segment to which they relate.

6. TRANSLATION OF FOREIGN CURRENCIES

(a) Functional and presentation currency Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity

operates (Namibian dollar). The consolidated financial statements are presented in Namibia dollar (NAD), which is the Group’s functional and presentation currency.

(b) Transactions and balances Foreign currency transactions are translated into the functional currency using exchange rates prevailing at the dates of the transactions. Foreign currency 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 profit or loss, except when deferred in equity as qualifying cash flow hedges and qualifying net investment hedges.

Changes in the fair value of monetary securities denominated in foreign currency classified as available for sale are analysed between translation differences resulting

from changes in the amortised cost of the security, and other changes in the carrying amount of the security. Translation differences related to changes in amortised

cost are recognised in profit or loss, and other changes in carrying amount are recognised in other comprehensive income.

Translation differences on non-monetary financial assets and liabilities are reported as part of the fair value gain or loss. Translation differences on non-monetary

financial assets and liabilities such as equities held at fair value through profit or loss are recognised in profit or loss as part of the fair value gain or loss. Translation

differences on non-monetary financial assets such as equities classified as available for sale are included in the available-for-sale reserve in other comprehensive

income.

(c) Group companies The results and financial position of all the Group entities that have a functional currency different from the presentation currency are translated into the presentation

currency as follows:

(i) Assets and liabilities: each statement of financial position balance presented is translated at the closing rate at the date of that statement of financial position.

(ii) Income and expenses: each statement of comprehensive income presented is translated at average exchange rates (unless this average is not a reasonable

approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the rate on the date

of the transactions).

(iii) All resulting exchange differences are recognised as a separate component of equity.

On consolidation, exchange differences arising from the translation of the net investment in foreign operation and of borrowings and other instruments designated as

hedges of such investments, are taken to shareholders’ equity. When a foreign operation is partially disposed of or sold, exchange differences that were recorded in

equity are recognised in the statement of comprehensive income as part of the gain or loss on the sale.

Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the

closing rate.

7. PROPERTY, PLANT AND EQUIPMENT

All property, plant and equipment are stated at historical cost less accumulated depreciation and accumulated impairment losses. Historical cost includes expenditure that

is directly attributable to the acquisition of the items. Cost may also include transfers from equity of any gains or losses on qualifying cash flow hedges of foreign currency

purchases of property, plant and equipment.

Subsequent costs are included in the carrying amount of the asset or are 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.



7. PROPERTY, PLANT AND EQUIPMENT (continued)

Depreciation is calculated on the straight-line method to write off the cost of each asset to its residual value over its estimated useful life as follows:

Item Useful life

Buildings 48 – 84 years

Plant and machinery 3 – 20 years

Office furniture, fittings and equipment 3 – 10 years

Motor vehicles 4 years

Fishing vessels’ dry docking and fishing equipment 3 – 10 years

Computer equipment 3 years

Fishing vessels 25 – 55 years

Rental assets in field 3 years

Land is not depreciated as it is deemed to have an indefinite life.

Refits of fishing vessels which relate to separate components are capitalised when incurred, and amortised over their useful lives.

Assets held under finance leases are depreciated over their expected useful lives on the same basis as owned assets or, where shorter, the term of the relevant lease.

The residual values and useful lives of the assets are reviewed, and adjusted if appropriate on a prospective basis, at each financial year-end. The residual value of an item

of property, plant and equipment is the amount it estimates it would receive currently for the asset if the asset were already of the age and in the condition expected at the

end of its useful life. Where parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items of property, plant and

equipment.

Repairs and maintenance are generally charged to expenses during the financial period in which they are incurred. However, major renovations are capitalised and included

in the carrying amount of the asset when it is probable that future economic benefits in excess of the originally assessed standard of performance of the existing asset will

flow to the Group. Major renovations are depreciated over the remaining useful life of the related asset. All other repairs and maintenance are charged to profit or loss during

the financial period in which they are incurred.

Gains and losses on disposals are determined by comparing proceeds with the carrying amount and are recognised within profit or loss.

8. INTANGIBLE ASSETS

(a) Goodwill Goodwill 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 acquisitions 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 to those cash-generating units or groups of cash-

generating units that are expected to benefit from the business combination in which the goodwill arose identified according to operating segment. The recoverable

amount of cash-generating units to which goodwill is allocated is estimated annually on March 31 each year.

(b) Trademarks and licences and fishing quota rights Acquired trademarks and licences are shown at historical cost. Fishing quota rights, trademarks and other intangible assets have a finite useful life and are carried at

cost less accumulated amortisation. Amortisation is calculated using the straight-line method to allocate the cost of the intangible assets over their estimated useful

lives (five to 20 years). An intangible asset is recognised when it is probable that the expected future economic benefits that are attributable to the asset will flow to

the entity and the cost of the asset can be measured reliably.

(c) Computer software Costs associated with maintaining computer software programmes are recognised as an expense as incurred. Development costs that are directly attributable to

the design and testing of identifiable and unique software products controlled by the Group are recognised as intangible assets when the required criteria are met.

Directly attributable costs that are capitalised as part of the software product include the software development employee costs and an appropriate portion of relevant

overheads. Other development expenditures that do not meet these criteria are recognised as an expense as incurred. Development costs previously recognised as an

expense are not recognised as an asset in a subsequent period.

Computer software development costs recognised as assets are amortised over their estimated useful lives which do not exceed seven years.




9. FINANCIAL INSTRUMENTS

9.1 Financial assets9.1.1 Classification The Group classifies its financial assets as subsequently measured at either amortised cost or at fair value through profit or loss on the basis of both the entity’s business

model for managing financial assets and the contractual cash flow characteristics of the financial asset. Financial assets are measured at amortised cost if both of the

following conditions are met: the asset is held within a business model which objective is to hold assets in order to collect contractual cash flows; and the contractual term

of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. If a measurement or

recognition inconsistency is eliminated or significantly reduced by designating a financial asset as measured at fair value through profit or loss, the Group has the discretion

to elect this option at the financial asset’s initial recognition. Classification is not based on an instrument-by-instrument approach, but is determined at a higher level of

aggregation.

This classification is determined at initial recognition of a financial asset. At this point, the Group may make an irrevocable election to present in profit or loss subsequent

changes in fair value of an investment in an equity instrument that is not held for trading.

Trade and other receivables are classified as financial assets at amortised cost.

9.1.2 Recognition and measurement Initial measurement

Regular purchases and sales of financial assets are recognised on the trade date, the date on which the Group commits to purchase or sell the asset. Investments are initially

recognised at fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition of the

financial asset. Financial assets carried at fair value through profit or loss are initially recognised at fair value and transaction costs are expensed in profit or loss.

Derecognition

Financial assets are derecognised when the rights to receive cash flows from the investments have expired or have been transferred and the Group has transferred

substantially all risks and rewards of ownership.

Subsequent measurement

Financial assets at fair value are subsequently carried at fair value. Financial assets at amortised cost are carried at amortised cost using the effective interest method.

Realised and unrealised gains or losses arising from changes in the fair value of a financial asset that is measured at fair value and is not part of a hedging relationship shall

be recognised in profit or loss within “realised gains/(losses) on financial assets” or “unrealised gains/(losses) on financial assets” in the period in which they arise, unless

the financial asset is an investment in an equity instrument and the entity has elected to present gains and losses on that investment in other comprehensive income.

Gains or losses on a financial asset that is measured at amortised cost and is not part of a hedging relationship shall be recognised in profit or loss when the financial asset

is derecognised, impaired or reclassified, and through the amortisation process.

Dividend income from financial assets at fair value and financial assets at amortised cost is recognised in profit or loss as part of investment income when the Group’s

right to receive payments is established. Interest on financial assets at fair value and financial assets at amortised cost calculated using the effective interest rate method is

recognised in profit or loss as part of investment income.

9.2 Financial liabilities9.2.1 Classification The Group classifies its financial liabilities as at fair value through profit or loss or as financial liabilities at amortised cost. The Group has the option to classify the financial

liability as at fair value through profit or loss if it is held for trading or if the prerequisites in IAS 39 par 9(b) are met and it is designated upon initial recognition at fair value

through profit or loss.

Trade and other payables are classified as financial liabilities at amortised cost.

Initial measurement

Financial liabilities are recognised when the Group becomes a party to the contractual provisions of the instrument. They are initially recognised at fair value plus, in the case

of financial liabilities not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition of the liability. Financial liabilities carried at fair

value through profit or loss are initially recognised at fair value and transaction costs are expensed in profit or loss.

Derecognition

Financial liabilities are derecognised when they are extinguished – the obligation specified in the contract is discharged or cancelled or expires. The difference between the

carrying amount of the financial liability derecognised and consideration paid/payable is recognised in profit or loss.

Subsequent measurement

Financial liabilities at amortised cost are carried at amortised cost using the effective interest method. Financial liabilities at fair value are subsequently carried at fair value,

unless the exceptions in IAS 39 par 47 apply.

Gains or losses on a financial liability that is measured at amortised cost and is not part of a hedging relationship shall be recognised in profit or loss when the financial

liability is derecognised, impaired or reclassified, and through the amortisation process.

Realised and unrealised gains or losses arising from changes in the fair value of a financial liability that is measured at fair value and is not part of a hedging relationship

shall be recognised in profit or loss within “realised gains/(losses) on financial liabilities” or “unrealised gains/(losses) on financial liabilities” in the period in which they arise.



10. OFFSETTING FINANCIAL INSTRUMENTS

Financial assets and liabilities are offset and the net amount reported in the statement of financial position when there is a legally enforceable right to offset the recognised

amounts and there is an intention to settle on a net basis, or realise the asset and settle the liability simultaneously.

11. IMPAIRMENT OF FINANCIAL ASSETS

The Company and the Group assesses at each financial year-end whether there is objective evidence that a financial asset or a group of financial assets is impaired.

A financial asset or group of financial assets is impaired and impairment losses are incurred only if there is objective evidence of impairment as a result of one or more

events that occurred after the initial recognition of the asset (a “loss event”) and that loss event (or events) has an impact on the estimated future cash flows of the financial

asset or group of financial assets that can be reliably estimated.

The criteria that the Company and the Group use to determine that there is objective evidence of an impairment loss include:

– significant financial difficulty of the issuer or obligor;

– a breach of contract, such as a default or delinquency in interest or principal payments;

– the Company, for economic or legal reasons relating to the borrower/debtor’s financial difficulty, granting to the borrower/debtor a concession that the lender would not

otherwise consider;

– it becomes probable that the borrower/debtor will enter bankruptcy or other financial reorganisation;

– the disappearance of an active market for that financial asset because of financial difficulties; or

– observable data indicating that there is a measurable decrease in the estimated future cash flows from a portfolio of financial assets since the initial recognition of those

assets, although the decrease cannot yet be identified with the individual financial assets in the portfolio, including: adverse changes in the payment status of borrowers

in the portfolio; and national or local economic conditions that correlate with defaults on the assets in the portfolio.

The Company first assesses whether objective evidence of impairment exists.

(a) Assets carried at amortised cost The amount of the loss is measured as the difference between the carrying amount of the asset and the present value of estimated future cash flows (excluding future

credit losses that have not been incurred) discounted at the original effective interest rate of the financial asset. The carrying amount of the financial asset is reduced

and the amount of the loss is recognised in profit or loss. If the financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the

current effective interest rate determined under the contract. As a practical expedient, the Company may measure impairment on the basis of an instrument’s fair value

using an observable market price.

Receivables with a short duration are not discounted.

(b) Equity instruments for which the entity has elected to present gains and losses in other comprehensive income In the case of equity instruments for which the entity has elected to present gains and losses in other comprehensive income, a significant or prolonged decline in the

fair value of the instrument below its cost is also evidence that the assets are impaired. If any such evidence exists, the cumulative loss – measured as the difference

between the acquisition cost and the current fair value, less any impairment loss on that financial asset previously recognised in profit or loss – is removed from equity

and recognised in profit or loss.

(c) Reversals of impairment If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was

recognised (such as an improvement in the debtor’s credit rating), the reversal of the previously recognised impairment loss is recognised in profit or loss, unless the

investment is an equity instrument and the entity has elected to present gains and losses on that investment in other comprehensive income, in which case impairment

losses recognised in profit or loss on equity instruments are reversed through profit or loss.

12. INVENTORIES

Inventories are stated at the lower of cost and net realisable value. Cost is determined on either the first-in, first-out (FIFO) method or average costs basis. The cost of the

finished goods comprises raw materials, direct labour, other direct cost and related production overheads, but excludes borrowing costs. Net realisable value is the estimate

of the selling price in the ordinary course of business, less the cost of completion and selling expenses.

13. BIOLOGICAL ASSETS

Biological assets consist of oysters.

Biological assets are stated at fair value less estimated point-of-sale cost. The fair value of oysters is determined using the present value of expected net cash flows from

the oysters, discounted using a pre-tax market-determined rate. Fair value changes are recognised in profit or loss. All expenses incurred in establishing and maintaining

the assets are recognised in profit or loss. All costs incurred in acquiring biological assets are capitalised. Finance charges are not capitalised.

14. TRADE AND OTHER RECEIVABLES

Trade receivables are amounts due from customers for merchandise sold or services performed in the ordinary course of business. If collection is expected in one year or

less (or in the normal operating cycle of the business if longer), they are classified as current assets. If not, they are presented as non-current assets.

Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment.




15. CASH AND CASH EQUIVALENTS

Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less,

and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities on the statement of financial position.

16. IMPAIRMENT OF NON-FINANCIAL ASSETS

Assets that have an indefinite useful life, for example goodwill, are not subject to amortisation and are tested annually for impairment. Assets that are subject to amortisation

are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for

the amount by which the carrying amount of the asset exceeds its recoverable amount. The recoverable amount is the higher of the fair value less cost to sell of the asset

and its value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels at which there are separately identifiable cash flows (cash-generating

units). Non-financial assets other than goodwill that have suffered an impairment are reviewed for possible reversal of the impairment at each reporting date. Impairment

losses and reversal of impairment losses are recognised in profit or loss.

17. NON-CURRENT ASSETS HELD FOR SALE

Non-current assets (or disposal groups comprising assets and liabilities) that are expected to be recovered primarily through sale rather than through continuing use

are classified as held for sale and are carried at the lower of carrying value and fair value less cost to sell. Immediately before classification as assets held for sale, the

measurement of the assets (and all assets and liabilities in a disposal group) is determined in accordance with applicable IFRS. Then, on initial classification as assets held

for sale, non-current assets and disposal groups are recognised at the lower of the carrying amounts and fair value less costs to sell. Any impairment loss on a disposal

group is first allocated to goodwill, and then to remaining assets and liabilities on a pro rata basis, except that no loss is allocated to inventories, financial assets, deferred

tax assets, and employee benefit assets, which continue to be measured in accordance with the Group’s accounting policies. Impairment losses on initial classification as

held for sale and subsequent gains or losses on remeasurement are recognised in the profit or loss. Gains are not recognised in excess of any cumulative impairment loss.

A discontinued operation results from the sale or abandonment of an operation that represents a separate major line of business or geographical area of operations and of

which the assets, net profit or loss and activities can be distinguished physically, operationally and for financial reporting purposes. A subsidiary acquired exclusively with the

view to resale is also classified as a discontinued operation. Classification as a discontinued operation occurs upon disposal or when the operation meets the criteria to be

classified as held for sale, if earlier. When an operation is classified as a discontinued operation, the comparative statement of profit or loss and other comprehensive income

is restated as if the operation had been discontinued from the start of the comparative period.

18. SHARE CAPITAL AND EQUITY

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities.

Ordinary shares and non-redeemable preference shares with discretionary dividends are classified as equity. Other shares, including mandatory redeemable preference

shares, are classified as liabilities.

Incremental cost directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.

Where any Group company purchases the Company’s equity share capital (treasury shares), the consideration paid, including any directly attributable incremental costs

(net of income taxes) is deducted from equity attributable to the Company’s equity holders until the shares are cancelled or reissued. Where such ordinary shares are

subsequently reissued, any consideration received, net of any directly attributable incremental transaction costs and the related income tax effects, is included in equity

attributable to the Company’s equity holders.

19. CURRENT AND DEFERRED INCOME TAX

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other

comprehensive income or directly in equity. In this case the tax is also recognised in other comprehensive income or directly in equity, respectively.

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the financial year-end in the countries where the Company’s

subsidiaries and associates operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which

applicable tax regulation is subject to interpretation and establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

Deferred income tax is recognised in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying

amounts in the consolidated financial statements. However, deferred income tax is not recognised if it arises from initial recognition of an asset or liability in a transaction

other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates

(and laws) that have been enacted or substantively enacted by the financial year-end and are expected to apply when the related deferred income tax asset is realised or the

deferred income tax liability is settled.

Deferred income tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.

Deferred income tax is provided on temporary differences arising on investments in subsidiaries and associates, except where the timing of the reversal of the temporary

difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future.

20. TRADE AND OTHER PAYABLES

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as

current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities.

Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.



21. PROVISIONS

Provisions are recognised when the Group has a legal or constructive obligation as a result of past events, for which it is probable that an outflow of economic benefits will

occur, and where a reliable estimate can be made of the amount of the obligation. Where the effect of discounting is material, provisions are discounted. The discount rate

used is a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability.

A provision for restructuring is recognised when the Group has approved a detailed and formal restructuring plan and the restructuring has either commenced or has been

announced publicly. Future operating costs are not provided for.

22. BORROWINGS

Borrowings are recognised initially at the fair value of the proceeds received, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost; any

difference between proceeds (net of transaction costs) and the redemption value is recognised in profit or loss over the period of the borrowings using the effective interest

method.

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 year-end.

23. REVENUE RECOGNITION

Revenue comprises the fair value of the consideration received or receivable for the sale of good and services in the ordinary course of the Group’s and Company’s activities

and includes net billings, commission related to clearing and forwarding transactions, fees earned for services rendered and payments received in exchange for goods.

Revenue is shown net of value-added tax, returns, rebates and discounts and after eliminating sales within the Group.

The Group recognises revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the entity and when specific

criteria have been met, for each of the Group’s activities as described below. The amount of revenue is not considered to be reliably measured until all contingencies

relating to the sales, taking into consideration the type of customer, the type of transaction and the specifics of each arrangement and there is no continuing involvement of

management.

Where the Group acts as an agent and is remunerated on a commission basis, only net commission income, and not the value of the business handled, is included in revenue.

Revenue is recognised as follows:

(i) Sale of goods Revenue from the sale of goods is recognised when significant risks and rewards of ownership of the goods are transferred to the buyer.

(ii) Rendering of services Revenue arising from rendering of services is based on the stage of completion determined by reference to services performed to date as a percentage of total services

to be performed.

(iii) Interest income Interest income is recognised on a time proportion basis using the effective interest rate method. When a receivable is impaired, the Group reduces the carrying

amount to its recoverable amount, being the estimated future cash flows discounted at the original effective interest rate of the instrument, and continues unwinding

the discount as interest income. Interest income on impaired loans is recognised using the original effective interest rate.

(iv) Rental income Rental income is recognised over the period of the lease on a straight-line basis.

(v) Dividend income Dividends are recognised when the right to receive payment is established.

24. FINANCE CHARGES

Finance charges comprise interest payable on borrowings calculated using the effective interest rate method. The interest expense component of finance lease payments is

recognised in profit or loss using the effective interest rate method.

Finance charges directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to

get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.

25. LEASES

Leases that transfer substantially all the risks and rewards of ownership of the underlying asset to the Group are classified as finance leases. Assets acquired in terms

of finance leases are capitalised at the lower of fair value of the respective assets and the present value of the minimum lease payments at inception of the lease, and

depreciated over the estimated useful life of the asset. The capital element of future obligations under the leases is included as a liability in the statement of financial position.

Lease payments are allocated using the effective interest rate method to determine the lease finance cost, which is charged against income over the lease period, and the

capital repayment, which reduces the liability to the lessor.

Leases where the lessor retains the risks and rewards of ownership of the underlying asset are classified as operating leases. Operating leases, which have a fixed

determinable escalation, are charged against income on a straight-line basis. Leases with contingent escalations are expensed as and when incurred.




26. EMPLOYEE BENEFITS

Short-term employee benefits The cost of short-term employee benefits (those payable within 12 months after the service is rendered, such as paid vacation leave, bonuses, and non-monetary benefits

such as medical care), are recognised in the period in which the service is rendered and are not discounted. The expected cost of compensated absences is recognised as

an expense as the employees render services that increase their entitlement or, in the case of non-accumulating absences, when the absences occur. The expected cost of

profit-sharing and bonus payments is recognised as an expense when there is a legal or constructive obligation to make such payments as a result of past performance.

Profit-sharing and bonus plans The 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 Group’s

shareholders after certain adjustments. The Group recognises an accrual where contractually obliged or where there is past practice that has created a constructive

obligation.

Defined contribution plans Payments to defined contribution retirement benefit plans are charged as an expense as they fall due.

Other post-employment obligations Certain companies in the Group provide post-retirement healthcare benefits to their retirees. The entitlement to these benefits is usually conditional on the employee

remaining in service up to retirement age and is applicable to employees employed prior to December 31 1998. The expected costs of these benefits are accrued over the

period of employment. The post-retirement value shown is the proportion of the total accrued liability as at the valuation date, assuming that the liability accrues uniformly

over the member’s working lifetime, where the total accrued liability is calculated as the discounted value of the expected benefits that become payable after retirement

based on the assumptions regarding the expected increase in medical aid premiums and the expected number of debts and withdrawals. The cost is actuarially determined.

Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged to other comprehensive income. The obligations are

valued annually by independent actuaries.

The Group’s obligation for post-retirement medical aid benefits to past and current employees is actuarially determined and provided for in full. The movement is recognised

through other comprehensive income.

Statutory termination obligations The statutory termination obligations are classified as a defined benefit and are payable on death, retrenchment and at retirement at age of 65. Severance pay payable upon

retirement at age of 65, as per the Labour Act, is applicable to the Group, as the employees have a normal retirement age of 65 in some of the entities. The obligation for

severance benefits is calculated in respect of all employees that qualify in terms of the Labour Act, and is provided for in full. The cost of providing the benefits is determined

using the projected unit credit method, with actuarial valuations being carried out at the end of each reporting period. The movement for the year is recognised in profit or

loss when it is incurred.

27. DISTRIBUTIONS TO SHAREHOLDERS

Distributions to shareholders are accounted for once they have been approved by the board of directors.

28. SHARE-BASED PAYMENTS

The Bidvest Namibia Share Incentive Scheme grants options to acquire shares in the Company to executive directors and management. The fair value of options granted is

recognised as an employee expense with a corresponding increase in equity. The fair value is measured at grant date and spread over the period during which the employees

become unconditionally entitled to the options. The fair value of the options is measured using the Black-Scholes-Merton model, taking into account the terms and conditions

upon which the options were granted. The amount recognised as an expense is adjusted to reflect the actual number of share options that vest. At the end of each reporting

period, the Group revises its estimate of the number of equity instruments expected to vest. The impact of the revision of the original estimates, if any, is recognised in profit

or loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to the equity-settled employee benefits reserve.

29. BEE OWNERSHIP TRANSACTION

Equity instruments issued to a BEE partner at less than fair value are accounted for as share-based payments.

The difference between the fair value of the equity instruments issued and the consideration received is accounted for as an expense in profit or loss at the date the goods

and services are received, with a corresponding increase in equity. No service or other conditions exist for BEE partners. A restriction on the BEE partner to transfer the equity

instrument subsequent to its vesting is not treated as a vesting condition, but is factored into the fair value determination of the instrument.

The fair value is measured using the Monte Carlo option pricing valuation model. The valuation technique is consistent with generally acceptable valuation methodologies

for pricing financial instruments, and incorporates all factors and assumptions that knowledgeable willing participants would consider in setting the price of the equity

instrument.

30. HEADLINE EARNINGS PER SHARE

The Group presents headline earnings per share in accordance with the SAICA circular 2 of 2013.



Statements of financial positionat June 30

Group Company

2014 2013 2014 2013

Notes NAD’000 NAD’000 NAD’000 NAD’000

ASSETS

Non-current assets

Property, plant and equipment 1 841 732 829 810 – –

Intangible assets 2 149 459 154 914 – –

Investment in subsidiaries 3 – – 363 377 363 377

Investment in joint venture 4 1 930 – – –

Long-term finance lease receivables 5 2 588 – – –

Deferred tax assets 12 9 450 8 952 – –

1 005 159 993 676 363 377 363 377

Current assets

Inventories 6 399 717 376 238 – –

Vehicle rental fleet 7 – 86 423 – –

Biological assets 8 1 951 759 – –

Short-term portion of finance lease receivables 5 5 311 – – –

Trade and other receivables 9 567 810 468 637 275 612 270 729

Current tax assets 25 2 559 – – –

Cash and cash equivalents 10 782 011 852 824 204 166 205 692

1 759 359 1 784 881 479 778 476 421

Total assets 2 764 518 2 778 557 843 155 839 798

EQUITY AND LIABILITIES

Capital and reserves attributable to equity holders

Share capital 11 2 120 2 120 2 120 2 120

Share premium 11 660 272 660 272 660 272 660 272

Other reserves 32 467 28 487 16 988 16 988

Retained earnings 913 707 816 588 163 537 160 183

1 608 566 1 507 467 842 917 839 563

Non-controlling interest in equity 3 456 596 451 580 – –

Total equity 2 065 162 1 959 047 842 917 839 563

Non-current liabilities

Deferred tax liabilities 12 214 210 210 319 – –

Post-employment obligations 13 16 433 14 757 – –

Operating lease liability 30 814 1 045 – –

Long-term finance lease liability 31 2 588 – – –

Trade and other payables 15 – 7 062 – –

234 045 233 183 – –

Current liabilities

Trade and other payables 15 452 192 551 538 217 199

Borrowings 16 1 872 22 159 – –

Short-term portion of finance lease liability 31 5 311 – – –

Provisions 14 – 1 124 – –

Current tax payable 25 5 936 11 506 21 36

465 311 586 327 238 235

Total liabilities 699 356 819 510 238 235

Total equity and liabilities 2 764 518 2 778 557 843 155 839 798



Group Company

Restated

2014 2013 2014 2013


Continuing operations

Revenue 18 3 703 495 3 294 235 152 601 138 012

Cost of sales 18 (2 831 501) (2 444 316) – –

Gross profit 871 994 849 919 152 601 138 012

Administration expenses (387 601) (267 371) (1 305) (488)

Other income 19 14 651 16 549 – –

Share of profit of a joint venture 4 1 930 – – –

Operating profit 21 500 974 599 097 151 296 137 524

Finance income 22 18 566 17 472 633 929

Finance costs 23 (2 268) (1 782) – –

Profit before income tax 517 272 614 787 151 929 138 453

Income tax expense 25 (173 530) (188 496) (208) (316)

Profit for the year from continuing operations 343 742 426 291 151 721 138 137

Discontinued operations

Profit for the year from discontinued operations 35 – 214 – –

Profit for the year 343 742 426 505 151 721 138 137

Other comprehensive income

Actuarial losses on post-employment obligations 13 (269) – – –

Expiry of share options 10 – – –

Movement on translation of foreign subsidiary 5 590 17 450 – –

Total comprehensive income for the year 349 073 443 955 151 721 138 137

Profit attributable to:

Equity holders of the Company 245 745 274 596 151 721 138 137

Non-controlling interest 97 997 151 909 – –

343 742 426 505 151 721 138 137

Comprehensive income attributable to:

Equity holders of the Company 248 225 283 146 151 721 138 137

Non-controlling interest 100 848 160 809 – –

349 073 443 955 151 721 138 137

Basic earnings per share (cents) 28 115,94 129,56

Statements of profit or loss and other comprehensive incomefor the year ended June 30



Share

capital

Share

premium

Retained

earnings

NAD’000 NAD’000 NAD’000

Group

Balance at July 1 2012 2 120 660 272 675 522

Comprehensive income

Profit for the year – – 274 596


Movement on translation of foreign subsidiary – – –

Total comprehensive income – – 274 596

Transactions with equity holders

Employee share option scheme – value of employee services – – –

Dividends declared and paid – – (133 530)

Total transactions with equity holders – – (133 530)

Balance at June 30 2013 2 120 660 272 816 588




Other comprehensive income for the year – – (269)



Employee share option scheme – value of employee services – – –

Expiry of option grants – – 10

Dividends declared and paid – – (148 367)


Balance at June 30 2014 2 120 660 272 913 707

Company

Balance at July 1 2012 2 120 660 272 155 576





Dividend declared and paid – – (133 530)


Balance at June 30 2013 2 120 660 272 160 183





Dividend declared and paid – – (148 367)


Balance at June 30 2014 2 120 660 272 163 537

Statements of changes in equityfor the year ended June 30



Attributable to equity holders of the parent

Foreign

currency

translation

reserve

Share-

based

payment

reserve

BEE share-

based

payment

reserve Total

Non-

controlling

interest

in equity

Total

equity

NAD’000 NAD’000 NAD’000 NAD’000 NAD’000 NAD’000

2 747 – 16 988 1 357 649 354 328 1 711 977

– – – 274 596 151 909 426 505

8 550 – – 8 550 8 900 17 450

8 550 – – 283 146 160 809 443 955

– 202 – 202 – 202

– – – (133 530) (63 557) (197 087)

– 202 – (133 328) (63 557) (196 885)

11 297 202 16 988 1 507 467 451 580 1 959 047

– – – 245 745 97 997 343 742

2 739 – – 2 470 2 851 5 321

2 739 – – 248 215 100 848 349 063

– 1 251 – 1 251 – 1 251

– (10) – – – –

– – – (148 367) (95 832) (244 199)

– 1 241 – (147 116) (95 832) (242 948)

14 036 1 443 16 988 1 608 566 456 596 2 065 162

– – 16 988 834 956 – 834 956

– – – 138 137 – 138 137

– – – 138 137 – 138 137

– – – (133 530) – (133 530)

– – – (133 530) – (133 530)

– – 16 988 839 563 – 839 563

– – – 151 721 – 151 721

– – – 151 721 – 151 721

– – – (148 367) – (148 367)

– – – (148 367) – (148 367)

– – 16 988 842 917 – 842 917



Group Company

2014 2013 2014 2013


Cash flows from operating activities

Cash receipts from customers 3 597 783 3 246 503 – –

Cash paid to suppliers and employees (3 184 022) (2 660 920) (1 333) (314)

Cash generated/(absorbed) by operations 32 413 761 585 583 (1 333) (314)

Finance income 22 18 566 17 503 633 929

Finance costs (excluding post-retirement medical obligation) 23 (1 343) (3 507) – –

Dividends received 19 11 073 10 851 152 601 138 012

Dividends paid to equity holders 29 (148 367) (133 530) (148 367) (133 530)

Dividends paid to non-controlling interest (95 832) (63 557) – –

Income tax paid 33 (174 737) (184 983) (223) (417)

Net cash inflow from operating activities 23 121 228 360 3 311 4 680

Cash flows from investing activities

Disposal/acquisition of subsidiary 35 3 227 – – (4 013)

Acquisition of business – (17 500) – –

Vehicle rental fleet acquired 7 – (61 718) – –

Proceeds on disposal of vehicle rental fleet 7 – 9 555 – –

Intangible asset acquired 2 (1 442) (5 237) – –

Property, plant and equipment acquired 1 (82 294) (117 334) – –

Proceeds on disposal of property, plant and equipment 4 019 1 593 – –

Net cash outflow from investing activities (76 490) (190 641) – (4 013)

Cash flows from financing activities

Loans to related parties 9 – – (4 837) (3 914)

Net cash outflow from financing activities – – (4 837) (3 914)

Net (decrease)/increase in cash and cash equivalents (53 369) 37 719 (1 526) (3 247)

Foreign exchange differences 36 2 843 7 637 – –

Cash and cash equivalents

Balance at the beginning of the year 830 665 785 309 205 692 208 939

Cash and cash equivalents

Balance at the end of the year 10 780 139 830 665 204 166 205 692

Statements of cash flowsfor the year ended June 30



Land and Fishing Other

buildings vessels assets Total

NAD’000 NAD’000 NAD’000 NAD’000

1. PROPERTY, PLANT AND EQUIPMENT

1.1 GroupJune 30 2014

Opening net book amount 258 796 382 315 188 699 829 810

Exchange differences 1 753 59 1 025 2 837

Additions 7 865 12 501 61 928 82 294

On disposal of subsidiary (note 35) (8 202) – (516) (8 718)

Disposals (40) (1 610) (2 696) (4 346)

Depreciation (3 121) (5 683) (51 341) (60 145)

Closing net book amount 257 051 387 582 197 099 841 732

Cost 277 259 461 909 404 609 1 143 777

Accumulated depreciation (20 208) (74 327) (207 510) (302 045)


Group

June 30 2013


Exchange differences 6 238 311 6 186 12 735

Acquisition of business – – 1 231 1 231

Additions 9 513 26 876 80 945 117 334

Disposals – – (1 284) (1 284)

Transfers (170) – 170 –

Depreciation (2 130) (10 656) (51 323) (64 109)


Cost 275 020 455 013 368 770 1 098 803



1.2 Land and buildings A register of land and buildings is available for inspection at the registered office of the Company by members or their duly authorised representatives.

Office furniture/

equipment

Plant and and computer

machinery Vehicles equipment Total

NAD’000 NAD’000 NAD’000 NAD’000

1.3 Other assets consist of:GroupJune 30 2014


Exchange differences (223) 1 202 46 1 025

Additions 32 555 14 256 15 117 61 928

Disposals (1 377) (1 136) (183) (2 696)

On disposal of subsidiary (76) – (440) (516)

Depreciation charge for the year (36 326) (8 966) (6 049) (51 341)


Cost 270 942 71 905 61 762 404 609



Notes to the financial statementsfor the year ended June 30



Office furniture/

equipment

Plant and and computer

machinery Vehicles equipment Total

NAD’000 NAD’000 NAD’000 NAD’000

1. PROPERTY, PLANT AND EQUIPMENT (continued)

1.3 Other assets consist of: (continued)

GroupJune 30 2013


Exchange differences 5 985 130 70 6 185

Acquisition of subsidiaries 5 1 138 88 1 231

Additions 67 212 5 736 7 999 80 947

Disposals (235) (822) (228) (1 285)

Transfers 168 – 2 170

Depreciation charge for the year (37 855) (7 464) (6 004) (51 323)


Cost 251 608 64 506 52 656 368 770



Computer Fishing

Goodwill software rights Total

NAD’000 NAD’000 NAD’000 NAD’000

2. INTANGIBLE ASSETS

2.1 GroupJune 30 2014


Adjustment of working capital values at acquisition (907) – – (907)

Exchange differences – – 1 131 1 131

Impairment – (12) – (12)

Additions – 1 442 – 1 442

Amortisation – (1 719) (5 390) (7 109)


Cost 118 918 11 216 65 756 195 890

Accumulated amortisation – (6 072) (40 359) (46 431)


GroupJune 30 2013


Exchange differences – – 5 356 5 356

Acquisition of subsidiaries 17 768 – – 17 768

Additions – 5 238 – 5 238

Amortisation – (1 161) (4 947) (6 108)


Cost 119 825 11 010 63 460 194 295

Accumulated amortisation – (5 577) (33 804) (39 381)


Notes to the financial statements continuedfor the year ended June 30



Group Company

2014 2013 2014 2013

NAD’000 NAD’000 NAD’000 NAD’000

2. INTANGIBLE ASSETS (continued)

2.2 Goodwill allocationGoodwill is allocated to the Group’s cash-generating units (CGUs) identified

according to the operating segment. An operating segment-level summary

of the goodwill allocation is presented below:

Fishing 21 595 21 595 – –

Freight and Logistics 40 228 41 924 – –

Food and Distribution 49 913 50 820 – –

Industrial and Commercial Products 606 619 – –

Properties 1 709 – – –

Services 4 867 4 867 – –

118 918 119 825 – –

Due to restructuring in the Group, goodwill has been reallocated to the

Properties subgroup.

2.3 Goodwill impairment testsThe recoverable amount of a CGU is determined based on value-in-use

calculations. These calculations use pre-tax cash flow projections based

on budgets approved by management covering a four-year period. Cash

flows beyond the four-year period are extrapolated using the growth rates

as stated below:

All segments

Growth rate 6% – 8% 6% – 8%

Growth in perpetuity after forecast period 6% – 8% 6% – 10%

Internal rate of return (WACC)/discount rate 11% 11%

3. INVESTMENT IN SUBSIDIARIES

Unlisted share investment

Bidvest Namibia Fisheries Holdings (Pty) Limited 359 363 359 363

Bidvest Namibia Commercial Holdings (Pty) Limited – –

Bidvest Namibia Management Services (Pty) Limited – –

Bidvest Namibia Information Technology (Pty) Limited – –

Bidvest Namibia Property Holdings (Pty) Limited 4 014 4 014

363 377 363 377

The carrying amounts of subsidiaries are shown net of impairment losses. For more information on the subsidiary undertakings refer to the directors’ report.

Composition of the GroupPlace of

incorporation

and operationSegments

Number of wholly owned subsidiaries

2014 2013

Fishing Walvis Bay 14 14

Freight and Logistics Walvis Bay 6 6

Services Windhoek 2 3

Industrial and Commercial Products Windhoek 4 4

Food and Distribution Windhoek 4 5

Corporate Services Windhoek 6 5

Number of non-wholly owned

subsidiaries

Segments 2014 2013

Fishing Walvis Bay 6 6

Freight and Logistics Walvis Bay 1 1



Proportion of

non-controlling

interests

%

Profit/(loss) allocated to

non-controlling interests

Accumulated non-controlling

interests

2014 2013 2014 2013

NAD’000 NAD’000 NAD’000 NAD’000

3. INVESTMENT IN SUBSIDIARIES (continued)

Details of non-wholly owned subsidiaries that have material

non-controlling interests

Name of subsidiary

Namsov Fishing Enterprises (Pty) Limited 30,45 74 729 92 533 315 221 293 962

Pesca Fresca Limitada 65,92 (7 328) 19 938 45 530 52 858

Trachurus Fishing (Pty) Limited 57,91 32 701 48 254 89 831 99 408

Twafika Fishing Enterprises (Pty) Limited 47,77 154 364 711 640

Walvis Bay Stevedoring Company (Pty) Limited 45,00 591 (281) 5 303 4 712

Oshivelelwa Trading Enterprises (Pty) Limited 50,00 – – 0 0

456 596 451 580

The Group has de facto control over Pesca Fresca Limitada as a result of the management agreement.

Proportion of ownership interest

2014 2013 2014 2013

4. INVESTMENT IN JOINT VENTURE

Name of joint venture

!OE#GAB Fishing Enterprises (Pty) Limited 50% 50%

NAD’000 NAD’000

The Group’s share of profit from continuing operations 1 930 – – –

Carrying amount of the Group’s interest in joint venture 1 930 – – –

The above financial information have been equity accounted in the Group’s results. The joint venture is not material to the Group.

Group Company

2014 2013 2014 2013

NAD’000 NAD’000 NAD’000 NAD’000

5. FINANCE LEASE RECEIVABLES

Gross finance lease receivable

– within one year 5 311 – – –

– in second to fifth year inclusive 2 588 – – –

Amounts receivable under finance leases 7 899 – – –

Less: Unearned finance income (625) – – –

Present value of finance lease receivables 7 274 – – –

Non-current assets 2 588 – – –

Current assets 5 311 – – –

7 899 – – –

Minolco (Namibia) (Pty) Limited signed an agreement with Standard Bank Namibia Limited to cede the rights relating to rental agreements signed between Minolco (Namibia)

(Pty) Limited and customers to Standard Bank Namibia Limited while maintaining the service obligations related thereto. The average lease period is two to three years and

the average effective borrowing rate is the prime interest rate.




Group Company

2014 2013 2014 2013

NAD’000 NAD’000 NAD’000 NAD’000

6. INVENTORIES

Finished goods 360 640 311 631 – –

Parts and accessories 44 692 68 555 – –

405 332 380 186 – –

Less: Provision for obsolete inventory (5 615) (3 948) – –

399 717 376 238 – –

Carrying value of inventory at net realisable value (included above) 9 596 8 430 – –

In the prior year inventory included fishmeal valued at NAD9,6 million which was

restricted from being exported from Angola. During the current financial year the

restriction was lifted and the fishmeal was exported.

7. VEHICLE RENTAL FLEET

Opening balance 86 423 45 093 – –

Additions – 61 718 – –

Disposals – (9 555) – –

On disposal of subsidiary (note 35) (86 423) – – –

Depreciation – (10 833) – –

Vehicle rental fleet – 86 423 – –

8. BIOLOGICAL ASSETS

Opening balance 759 2 293 – –

Value changes caused by:

Birth and growth of animals 5 675 2 247 – –

Increase due to purchases 1 425 520 – –

Mortalities (2 249) (1 185) – –

Samples/donations (3) (15) – –

Change in fair value due to price changes 126 19 – –

Decrease due to sales (3 782) (3 120) – –

Oysters 1 951 759 – –

Current 1 951 759 – –

Biological assets consist of oysters.

The Group is exposed to a number of risks relating to its growing of oysters arising

from environmental and climatic changes, toxic algae blooms and other contamination

of water space. The Group has extensive processes in place to monitor and mitigate

these risks.

9. TRADE AND OTHER RECEIVABLES

Trade receivables – third parties 387 596 285 190 – –

Trade receivables – related parties (note 37) 1 884 491 – –

Less: Allowance for impairment (8 330) (10 213) – –

381 150 275 468 – –

Related-party loans(i) (note 37) – – 275 517 270 680

Prepayments 59 661 35 192 – –

Receiver of revenue – VAT 74 411 71 704 – –

Other receivables 87 396 86 273 95 49

Less: Allowance for impairment (34 808) – – –

567 810 468 637 275 612 270 729

(i) These related-party accounts are unsecured, interest free and are repayable on demand.

Trade receivables are provided for based on estimated irrecoverable amounts from the sale of goods or rendering of services, determined by reference to past default

experience.

Included in the Group’s trade receivables balance are debtors with a carrying amount of NAD71,3 million (2013: NAD43,1 million) which were past due at the reporting date

but not impaired. The Group has not provided for these as there has not been a significant change in credit quality.



Group Company

2014 2013 2014 2013

NAD’000 NAD’000 NAD’000 NAD’000

9. TRADE AND OTHER RECEIVABLES (continued)

The ageing of amounts past due but not impaired is as follows:

Past due 0 – 30 days 47 838 30 787 – –

Past due 31 – 90 days 14 116 6 877 – –

Past due 91 – 180 days 3 728 3 281 – –

Past due 181+ days 5 616 2 191 – –

71 298 43 136 – –

Movement in the Group’s provision for impairment of trade receivables are as follows:

Balance at the beginning of the year (10 213) (11 451) – –

Net provisions raised during the year (58) (61) – –

Bad debts written off during the year 1 567 1 299 – –

On disposal of business 374 – – –

(8 330) (10 213) – –

In determining the recoverability of a trade receivable, the Group considers any change in the credit quality of the trade receivable from the date credit was initially granted

up to the reporting date.

No trade receivables were placed under liquidation during the year (2013: NAD0,374 million)

At June 30 2014 the carrying amounts of accounts receivable approximate their fair values due to the short-term maturities of these assets.

Trade and other receivables amounting to NAD166,3 million (2013: NAD122,2 million) serve as collateral for bank overdraft facilities of NAD37,35 million

(2013: NAD37,35 million). At year-end NAD1,9 million (2013: NAD22 million) of the bank overdraft facility was utilised. Refer to note 10.

Other receivables amounting to NAD13,6 million are reflected as a receivable at year-end in respect of the excessive purchased in quota costs. Management has impaired

this receivable as it regards it as doubtful. In addition, other receivables include an amount of NAD21,2 million, which has been fully impaired, relating to assets removed by

the interim management of Pesca Fresca Limitada during the period in which they had assumed the role of management of that company.

Group Company

2014 2013 2014 2013

NAD’000 NAD’000 NAD’000 NAD’000

10. CASH AND CASH EQUIVALENTS

For the purposes of the statement of cash flows, the year-end cash and cash

equivalents comprise the following:

Bank and cash balances 571 163 655 893 6 366 18 144

Money market funds

Bank Windhoek Corporate Fund 104 037 95 654 90 989 86 271

Old Mutual Unit Trust Corporate Fund 106 811 101 277 106 811 101 277

782 011 852 824 204 166 205 692

Bank overdraft (note 16) (1 872) (22 159) – –

Cash and cash equivalents 780 139 830 665 204 166 205 692

The bank overdraft facilities are secured by an unlimited suretyship and by a cession of trade and other receivables (refer to note 9). The total credit facilities of the Group

consist of overdraft facilities of NAD133,1 million (2013: NAD133,1 million) (refer to note 38.1(c) liquidity risk for detail on the overdraft facilities).

The money market funds can be converted to cash within a notice period of 24 hours.

At June 30 2014, the carrying amounts of cash and cash equivalents approximate the fair values due to their short-term maturities.




Group Company

2014 2013 2014 2013

NAD’000 NAD’000 NAD’000 NAD’000

11. SHARE CAPITAL, PREMIUM AND RESERVES

Share capital

Authorised share capital

540 000 000 ordinary shares of NAD0,01 each 5 400 5 400 5 400 5 400

Issued share capital

Number of shares issued 2 120 2 120 2 120 2 120

Balance at beginning of year 2 120 2 120 2 120 2 120

Shares issued during the year – – – –

Issued share capital 2 120 2 120 2 120 2 120

The unissued ordinary shares are under the control of the directors until the next

annual general meeting.

Share premium

Opening balance 660 272 660 272 660 272 660 272

Issued during the year – – – –

Closing balance 660 272 660 272 660 272 660 272

12. DEFERRED TAX ASSETS/(LIABILITIES)

Deferred taxation assets 9 450 8 952 – –

Deferred taxation liabilities (214 210) (210 319) – –

(204 760) (201 367) – –

Movement in deferred tax balances:

Opening balance (201 367) (208 315) – –

Disposal of subsidiary 3 699 409 – –

Per statement of comprehensive income (temporary differences) (7 092) 6 539 – –

Closing balance (204 760) (201 367) – –

Assets

NAD’000

Liabilities

NAD’000

Net

NAD’000

Tax effect of temporary differences – 2014

Capital allowances on property, plant and equipment (3 875) (197 897) (201 772)

Capital allowances on intangible assets (179) (705) (884)

Computed tax losses 12 883 15 566 28 449

Trade and other receivables (116) (23 380) (23 496)

Trade, other payables and provisions 25 183 208

Staff-related allowances and liabilities 594 5 050 5 644

Inventory related (201) (12 656) (12 857)

Operating lease liabilities 318 76 394

Other 1 (447) (446)

Net temporary differences subject to deferred tax 9 450 (214 210) (204 760)

Tax effect of temporary differences – 2013

Capital allowances on property, plant and equipment (3 133) (196 871) (200 004)

Capital allowances on intangible assets (122) (1 058) (1 180)

Capital allowances on vehicle rental fleet – (7 969) (7 969)

Computed tax losses 12 548 17 039 29 587

Trade and other receivables (376) (9 818) (10 194)

Trade, other payables and provisions 86 4 90

Staff-related allowances and liabilities 349 4 437 4 786

Inventory related (38) (15 217) (15 255)

Temporary difference on which no deferred tax asset was raised (804) – (804)

Operating lease liabilities 442 (65) 377

Other – (801) (801)

Net temporary differences subject to deferred tax 8 952 (210 319) (201 367)

Deferred income taxes are calculated on all temporary differences under the liability method using a tax rate of 33% (2013: 33%).

Deferred income tax assets are recognised for tax loss carry-forwards to the extent that the realisation of the related tax benefit through future taxable profits is probable.

The Group did not recognise deferred income tax assets of NAD2,2 million (2013: NAD0,8 million) in respect of losses amounting to NAD6,7 million (2013: NAD2,4 million).



Group Company

2014 2013 2014 2013

NAD’000 NAD’000 NAD’000 NAD’000

13. POST-EMPLOYMENT OBLIGATIONS

Total liability recognised in the statement of financial position:

Post-retirement medical benefit obligation 12 720 12 025 – –

Statutory severance benefits 3 713 2 732 – –

16 433 14 757 – –

13.1 Post-retirement medical benefit obligationOpening balance 12 025 11 467 – –

Imputed interest costs 925 975 – –

Payments to medical aid in respect of retired employees (673) (586) – –

Actuarial losses 269 44 – –

Current service cost 174 125 – –

Actuarially determined present value of total obligation 12 720 12 025 – –

Certain companies in the Group provide post-retirement medical benefit subsidies to certain retired employees and are responsible for provision of post-retirement medical

benefit subsidies to a limited number of current employees.

During June 2014 a valuation was performed by Towers Watson, independent actuaries.

The post-retirement value shown is the proportion of the total accrued liability as at the valuation date, assuming that the liability accrues uniformly over the member’s working

lifetime, where the total accrued liability is calculated as the discounted value of the expected benefits that become payable after retirement based on the assumptions

regarding the expected increase in medical aid premiums and the expected number of deaths and withdrawals. The following key actuarial assumptions were used:Group Company

2014 2013 2014 2013

Discount rate 8,60% 7,2% – 7,63% – –

Healthcare cost inflation 8,20% 5,63% – 5,7% – –

Mortality rate

Mortality before retirement has been based on the SA 85-90 mortality table and on the PA(90) ultimate mortality table adjusted less one year of age for post-retirement

medical benefits.

The post-retirement medical benefit obligation is based on the assumption that the required contributions to the medical aid scheme will increase at a faster rate than the

normal inflation rate. The discount rate and the healthcare cost inflation assumptions should be considered in relation to each other.

The sensitivity of the liability is illustrated on the assumption of a 1% increase/decrease in the healthcare cost and consumer price inflation compared to the valuation

assumptions keeping the investment return assumption constant:

Sensitivity – Group NAD’000

% change in

liability

Base liability as at June 30 2014 12 720

Discount rate +1% 11 341 (11%)

Discount rate -1% 14 405 13%

Medical subsidy inflation rate +1% 14 416 13%

Medical subsidy inflation rate -1% 11 309 (11%)

Post-retirement mortality PA(90) – 3 years 13 175 4%

Post-retirement mortality PA(90) – 1 year 12 271 (4%)

Group

2014 2013

Current employees 15 20

Retirees 30 27

Total number of beneficiaries 45 47

This benefit is available to all employees employed prior to December 31 1998 for Manica Group Namibia (Pty) Limited and its subsidiaries and Rennies Travel (Namibia)

(Pty) Limited. The benefit is available to all employees employed prior to 2004 by Taeuber & Corssen SWA (Pty) Limited and its subsidiaries, except for those to whom the

liability has been paid out in cash.




Group Company

2014 2013 2014 2013

NAD’000 NAD’000 NAD’000 NAD’000

13. POST-EMPLOYMENT OBLIGATIONS (continued)

13.2 Statutory severance benefitsLiability recognised in statement of financial position:

Defined benefit obligation 3 713 2 732 – –

Changes in the present value of the defined statutory severance benefit

obligation are as follows:

Opening defined benefit obligation 2 732 1 998 – –

Total expense – as shown below 1 438 734 – –

Benefit payments (457) – – –

Closing defined benefit obligation 3 713 2 732 – –

The amounts recognised in the statement of comprehensive income are as follows:

Interest cost 208 38 – –

Actuarial loss (1 772) (892) – –

Current service cost 3 002 1 588 – –

The principal actuarial assumptions used for accounting purposes are:

Discount rate 10,05% 9,33% n/a n/a

Salary increase rate 6% 6% n/a n/a

14. PROVISIONS

Provision for distributions to trust beneficiaries – 1 124 – –

Analysed as:

Current – 1 124 – –

– 1 124 – –

Reconciliation of provision

Balance at July 1 2013 1 124 5 537 – –

Utilised during the year (1 124) (4 413) – –

– 1 124 – –

15. TRADE AND OTHER PAYABLES

Trade payables – third parties 318 824 324 602 – –

Trade payables – related parties (note 37) 16 479 19 352 – –

Loans from related parties(i) (note 37) – 90 458 – –

Accruals 93 964 87 860 199 –

Unpresented cheques 6 550 25 741 18 199

Customer deposits 11 109 6 554 – –

Receiver of revenue – VAT 5 266 4 033 – –

452 192 558 600 217 199

Current portion 452 192 551 538 217 199

Non-current portion – 7 062 – –

452 192 558 600 217 199

(i) Loans from related parties are unsecured, are repayable on demand and carry interest equivalent

to the South African prime rate.

At June 30 2014, the carrying amounts of accounts payable approximate their fair

values due to the short-term maturities of these liabilities.

16. BORROWINGS

Bank overdraft (note 10) 1 872 22 159 – –



Group Company

2014 2013 2014 2013

NAD’000 NAD’000 NAD’000 NAD’000

17. CONTINGENCIES AND COMMITMENTS

Capital commitments

The following commitments were entered into in respect of capital expenditure at

year-end:

Approved by directors and contracted 5 094 12 356 – –

Approved by directors but not yet contracted 68 305 48 628 – –

The committed expenditure relates to property, plant and equipment and will be

financed by available resources and bank facilities.

Contingent liabilities

Woker Freight Services (Pty) Limited, a subsidiary of Manica Group Namibia

(Pty) Limited, has issued a guarantee for bond facilities to the Ministry of Finance,

Department of Customs and Excise of NAD25 million. The Department of Customs

and Excise has currently recorded a liability of NAD7 million against the bond of Woker

Freight Services (Pty) Limited in respect of a consignment which has incorrectly been

handled by the Woker Freight Services’ client (the exporter) resulting in complications

with the export documentation. There is uncertainty as to the liability of Woker Freight

Services (Pty) Limited in respect of this consignment. It is uncertain when and if this

contingent liability will materialise. The directors believe, based on legal advice, that

the action can be successfully defended and therefore no losses (including costs) will

be incurred.

Guarantees by third parties

Guarantee facilities have been arranged for the Group with Standard Bank Namibia

Limited and Nedbank Namibia Limited to a maximum exposure of:

62 366 58 162 500 500

Guarantees in favour of:

Customs and Excise 51 773 46 773 – –

Maersk (Pty) Limited 650 650 – –

Erongo Regional Electricity Distributor 148 148 – –

Philip Morris South Africa (Pty) Limited 3 100 3 100 – –

Namibian Ports Authority 6 300 6 300 – –

Other 395 1 191 500 500

62 366 58 162 500 500

Most of the facilities above have been secured by interlinking suretyships provided by

the Group and its subsidiaries restricted to the amount of the limit allocated to each

subsidiary.

18. REVENUE


Sale of goods 3 347 232 3 027 550 – –

Rendering of services 291 735 215 276 – –

Dividend income – subsidiaries – – 142 349 127 695

Dividend income – local – – 10 252 10 317

Commissions and fees earned 64 528 51 409 – –

3 703 495 3 294 235 152 601 138 012

Revenue is derived as follows:

Revenue including disbursements 3 980 883 3 536 406 – –

Disbursements on behalf of principals and clients (277 388) (242 171) – –

3 703 495 3 294 235 – –

Related cost of sales:

Sale of goods 2 572 038 2 273 754 – –

Rendering of services 242 149 156 010 – –

Commissions and fees earned 17 314 14 552 – –

2 831 501 2 444 316 – –




Group Company

2014 2013 2014 2013

NAD’000 NAD’000 NAD’000 NAD’000

19. OTHER INCOME


(Loss)/profit on disposal of property, plant and equipment (327) 307 – –

Dividend income – local 11 073 10 851 – –

Other 3 905 5 391 – –

14 651 16 549 – –

20. BEE SHARE-BASED PAYMENT RESERVE

The BEE ownership transaction charge is recognised as the difference of the net value

of the consideration received and the net value of shares issued. 16 988 16 988 16 988 16 988

During the 2010 financial year The Bidvest Group Limited concluded agreements

with the BEE partners to facilitate the acquisition of an effective interest of 15,46%

in Bidvest Namibia Limited. The BEE groups are Endeni Investments (Pty) Limited

(0,66%) and Ovanhu Investments (Pty) Limited (14,80%). The transaction was valued

at NAD207 360 000 and was financed by the issue of NAD170 969 834 class A and

NAD42 742 460 class B preference shares and a loan from Bid Industrial Holdings

(Pty) Limited. The fair value recognised at the grant date was NAD16 987 708 and was

determined using the Monte Carlo simulation.

Equity-settled share-based payment reserve

The equity-settled share-based payment reserve includes the fair value of the options

granted and conditional share awards made, to executive directors and staff, which

have been recognised over the vesting period at fair value with a corresponding expense

in profit or loss. 1 443 202 – –

21. OPERATING PROFIT

Operating profit from continuing operations is stated after charging:

Auditors’ remuneration

Audit fees 7 401 6 154 – –

Other services 235 231 – –

7 636 6 385 – –

Share-based payments 1 251 202 – –

Consulting services on potential acquisitions – 366 – –

Depreciation and impairment of property, plant and equipment 60 145 64 109 – –

Depreciation of vehicle rental fleet – 10 833 – –

Amortisation and impairment of intangible assets 7 121 6 108 – –

Statutory severance benefits – current service cost 3 002 1 588 – –

Actuarial loss on post-retirement medical obligation 269 44 – –

Non-executive directors compensation

Attendance fees 1 110 1 009 – –

Operating lease charges

Premises 14 284 15 756 – –

Equipment and vehicles 7 892 16 376 – –

22 176 32 132 – –

Foreign exchange gains

Realised (14 060) (16 720) – –

Unrealised 1 137 (15 860) – –

(12 923) (32 580) – –



Group Company

2014 2013 2014 2013

NAD’000 NAD’000 NAD’000 NAD’000

21. OPERATING PROFIT (continued)

Expenses by nature

Administrative fees 3 182 6 604 – –

Auditors’ remuneration 7 636 6 385 – –

Bad debts written off 1 567 1 299 – –

Inventory, materials and consumables 1 561 582 1 360 784 – –

Depreciation, amortisation and impairments 67 266 81 050 – –

Non-executive directors’ attendance fees 1 110 1 009 – –

Employee salaries and related benefits 550 960 483 638 – –

Foreign exchange gains (12 923) (32 580) – –

Fuel and lubricants for fishing vessels 246 781 219 524 – –

Operating lease charges 22 176 32 132 – –

Other expenses 444 543 287 396 1 305 488

Port-related costs, cold storage costs 52 932 35 567 – –

Quota-related fees 272 110 286 743 – –

Royalties paid 180 180 – –

Less: Cost of sales and administration expenses from discontinued operation (note 35) – (58 044) – –

Total cost of sales and administration expenses by nature 3 219 102 2 711 687 1 305 488

22. FINANCE INCOME


Interest income – bank 17 713 17 151 324 505

– other 853 321 309 424

18 566 17 472 633 929

23. FINANCE COSTS


Interest expense – bank borrowings – 43 – –

– bank overdraft 658 736 – –

– post-retirement medical obligation 925 975 – –

– other 685 28 – –

2 268 1 782 – –

24. STAFF AND RETIREMENT BENEFIT COSTS

Salaries and wages paid to employees 524 733 459 520 – –

Employer contribution to retirement benefits of current employees 26 227 24 118 – –

550 960 483 638 – –

At June 30 2014 approximately 3 239 (2013: 3 203) staff members were employed

by the Group.

25. INCOME TAX


Namibian normal tax

Current income tax – current year 166 438 195 035 208 316

– prior year – – – –

166 438 195 035 208 316

Deferred income tax – current year 7 092 (575) – –

– prior year – 26 – –

– change in rate – (5 990) – –

7 092 (6 539) – –

173 530 188 496 208 316




Group Company

2014 2013 2014 2013

NAD’000 NAD’000 NAD’000 NAD’000

25. INCOME TAX (continued)

Reconciliation of the tax expense

Reconciliation between applicable tax charge and profit before tax:

Profit before tax from continuing operations 517 272 614 787 151 929 138 453

Tax at the applicable tax rate of 33% (2013: 34%) 170 700 209 028 50 137 47 074

Exempt income (12 382) (17 581) (50 358) (46 924)

Prior period adjustment – 25 – –

Non-deductible expenses 12 989 2 186 430 166

Change in tax rate – (5 990) – –

Deferred tax asset not raised 2 223 828 – –

173 530 188 496 208 316

INCOME TAX ASSETS AND LIABILITIES

Current tax assets

Tax refunds receivable 2 559 – – –

Current tax liabilities

Income tax payable 5 936 11 506 21 36

26. RETIREMENT BENEFIT INFORMATION

Retirement fund

The total value of contributions to the Bidvest Namibia Limited Retirement Fund during

the year amounted to:

Members’ contributions 15 042 11 627 – –

Employer contributions 26 227 21 167 – –

41 269 32 794 – –

This is a defined contribution plan fund and is regulated by the Pension Fund Act.

The fund is valued actuarially on an annual basis. The fund was last valued at

June 30 2014 and its assets were found to exceed its actuarially calculated liabilities.

The total value of contributions to the Taeuber & Corssen SWA Retirement Fund during

the year amounted to:

Members’ contributions – 1 301 – –

Employer contributions – 2 951 – –

– 4 252 – –

Medical aid funds

Total value of company contributions during the year 18 078 17 633 – –



27. SHARE-BASED PAYMENTS

The Bidvest Namibia Share Incentive Scheme, which was approved at the annual general meeting in 2012, grants options to executive directors and management of the

Group to acquire shares in the Company at a fixed price. Options vest in tranches and expire after 10 years. The share option scheme has been classified as an equity-settled

scheme, and therefore an equity-settled share-based payment reserve has been recognised.

Each employee share option converts into one ordinary share of the Company on exercise. No amounts are paid or payable by the recipient on receipt of the option. The

options carry no rights to dividends nor voting rights. Options may be exercised at any time from the date of vesting to the date of their expiry.

No options have been exercised during the current financial year.

The number and weighted average exercise prices of share options granted are:

Group

2014

Number Average price

Beginning of the year 2 015 000 11,30

Granted – –

Lapsed – –

Exercised – –

End of year 2 015 000 11,30

The options outstanding at June 30 2014 have an exercise price of NAD11,30 (2013: NAD11,30) and a contractual life of 10 years. The average share price of Bidvest

Namibia Limited during the year was NAD12,61 (2013: NAD12,23). Options vest in three tranches on the third, fourth and fifth year’s anniversaries respectively from the

initial grant date. Options lapse upon the termination of an option holder’s employment in the Group.

Options were granted on May 22 2013 and were priced using the Black-Scholes-Merton Model.

Inputs to the model:

Grant date share price NAD12,55

Exercise price NAD11,30

Expected volatility 45%

Option life 5 – 10 years

Dividend yield 5,04

Risk-free interest rate 6,00% – 6,75%

Group Company

2014 2013 2014 2013

’000 ’000 ’000 ’000

28. EARNINGS PER SHARE

Weighted average number of shares

Weighted average number of shares in issue for basic earnings per share and headline

earnings per share: 211 953 211 953 – –

No adjustments to the weighted average number of shares were considered necessary

as outstanding staff share options do not have a dilutive effect.

NAD’000 NAD’000 NAD’000 NAD’000

Attributable earnings

Basic earnings per share are based on profit attributable to equity holders of

the Company. 245 745 274 596 – –

Basic earnings per share (cents) 115,94 129,56 – –

Headline earnings

Profit attributable to equity holders of the Company 245 745 274 596 – –

Profit/(loss) on the disposal of property, plant and equipment 372 (207) – –

Impairment of intangible assets 8 – – –

Non-controlling interest in equity (284) (2) – –

245 841 274 387 – –

Headline earnings per share (cents) 115,99 129,46 – –




29. DIVIDENDS

An interim dividend for the year amounting to NAD50,9 million (2013: NAD48,7 million) was declared and paid to shareholders registered on March 14 2014. This amounted

to an interim dividend paid of 24,0 cents per share, based on ordinary shares in issue of 211 953 002.

A final dividend amounting to NAD82,7 million (2013: NAD97,5 million) was declared payable to shareholders registered on September 12 2014, payable on

September 26 2014. This amounts to a final dividend payable of 39,0 cents per share, based on ordinary shares in issue of 211 953 002.

Group Company

2014 2013 2014 2013

NAD’000 NAD’000 NAD’000 NAD’000

30. OPERATING LEASES

The Group has entered into various operating lease agreements in respect of premises.

Leases which have fixed determinable escalations are charged to profit or loss on a

straight-line basis and liabilities are raised for the difference between the actual lease

expense and the charge recognised in profit or loss. The liabilities are classified based

on the timing of the reversal which will occur when the actual cash flow exceeds the

income statement amounts.

Operating lease liability 1 193 1 144 – –

Less: Current portion included in trade and other payables (379) (99) – –

Non-current portion 814 1 045 – –

Operating lease commitments

At year-end, the Group had outstanding commitments for future minimum lease

payments under non-cancellable operating leases, which fall due as follows:

Land and buildings

Due within one year 18 474 12 905 – –

Due between one year and five years 17 088 21 906 – –

Due thereafter 2 883 2 749 – –

38 445 37 560 – –

Equipment

Due within one year 71 63 – –

Due between one year and five years 4 262 2 705 – –

4 333 2 768 – –

Exposure 42 778 40 328 – –

31. FINANCE LEASE LIABILITY

Minimum lease payments due

Due within one year 5 731 – – –

Due between one year and five years 2 793 – – –

8 524 – – –

Less: Future finance charges (625) – – –

Present value of minimum lease payments 7 899 – – –

Non-current liabilities 2 588 – – –

Current liabilities 5 311 – – –

7 899 – – –



Group Company

2014 2013 2014 2013

NAD’000 NAD’000 NAD’000 NAD’000

32. CASH GENERATED/(ABSORBED) BY OPERATIONS

Profit before tax from continuing operations 517 272 614 787 151 929 138 452

Profit before tax from discontinuing operations – 38 – –

517 272 614 825 151 929 138 452

Adjustments for:

Depreciation and impairment on property, plant and equipment 60 145 64 109 – –

Depreciation on vehicle rental fleet – 10 833 – –

Amortisation and impairment of intangible assets 7 121 6 108 – –

Share-based payment expense 1 251 202 – –

Loss/(profit) on disposal of property, plant and equipment 327 (309) – –

Adjustment of goodwill 907 – – –

Finance income (18 566) (17 503) (633) (929)

Dividends received (11 073) (10 851) (152 601) (138 012)

Finance costs (excluding retirement medical obligation) 1 343 3 507 – –

Increase in statutory severance obligation 981 734 – –

(Decrease)/increase in post-retirement medical obligation (499) (417) – –

Interest on post-retirement medical obligation 925 975 – –

Decrease in provisions (1 124) (4 413) – –

Movement in joint venture (1 930) – – –

Increase in lease charges for straightlining of leases 202 367 – –

Changes in working capital (excluding the effects of business acquisitions

and disposals and exchange rate differences):

Inventories (23 150) (46 431) – –

Biological assets (1 192) 1 534 – –

Loans from related parties (note 15) – 68 869 – –

Trade and other receivables (105 712) (47 732) (46) (2)

Trade and other payables (13 467) (58 824) 18 177

413 761 585 583 (1 333) (314)

33. INCOME TAX PAID

Balance at the beginning of the year (11 506) (1 221) (36) (137)

Current tax for the year (166 438) (195 268) (208) (316)

Tax liability on disposal of subsidiary (note 35) (170) – – –

Balance at the end of the year 3 377 11 506 21 36

(174 737) (184 983) (223) (417)

34. NON-CASH FLOW MOVEMENT

Movement in joint venture 1 930 – – –




35. DISPOSAL OF SUBSIDIARY – GROUP

The Group disposed of Budget Rent a Car (Pty) Limited to Bid Services Division (Pty) Limited on July 1 2013.

The assets and liabilities disposed at fair value were: NAD’000

Property, plant and equipment 8 718

Vehicle rental fleet 86 423

Cash and cash equivalents 1 086

Taxation asset 170

Inventories 723

Trade and other receivables 7 631

Inter-company loan account (90 458)

Deferred tax liability (3 699)

Operating lease liability (433)

Trade and other payables (5 849)

Net assets disposed of 4 313

Less: Cash and cash equivalents balance disposed of (1 086)

Net cash inflow on disposal of subsidiary 3 227

Gain/(loss) on disposal of subsidiary

Consideration received 4 313

Net assets disposed of (4 313)

–

Analysis of profit for the year from discontinued operation

The results and the comparative profit and cash flows of the discontinued operation, Budget Rent a Car (Pty) Limited, are set out below.

Profit for the year from discontinued operation

2014 2013

NAD’000 NAD’000

Revenue – 60 752

Cost of sales – (43 985)

Gross profit – 16 767

Operating expenses – (14 060)

Operating profit – 2 707

Net finance charges – (2 669)

Profit before income tax – 38

Taxation – 176

Profit for the year – 214

Cash flows

Net cash outflows from operating activities – (1 922)

Net cash outflows from investing activities – (53 065)

Net cash inflows from financing activities – 55 396

Net cash inflows – 409

36. EFFECTS OF EXCHANGE RATE FLUCTUATIONS ON CASH AND CASH EQUIVALENTS – GROUP

Property, plant and equipment (2 837) (12 735)

Intangibles (1 131) (5 356)

Movement in foreign currency translation reserve 2 739 8 550

Minority shareholders 2 851 8 899

Trade and other receivables (1 092) (3 402)

Inventories (1 052) (3 692)

Trade and other payables 3 365 15 373

2 843 7 637



37. RELATED PARTY BALANCES AND TRANSACTIONS

Relationships

During the year the Group, in the ordinary course of business, entered into various sale and purchase transactions with its holding company and all other related parties.

The transactions occurred under terms that are negotiated between the parties.

The following parties are included as related parties:

The Company is controlled by The Bidvest Group Limited, a company registered in the Republic of South Africa and listed on the JSE Limited. All its subsidiaries, associates

and joint ventures are considered to be related parties.

Group Company

2014 2013 2014 2013

NAD’000 NAD’000 NAD’000 NAD’000

The following persons are included as key management:

SI Kankondi

HW Timke

J Arnold

T Weitz

T Mberirua

W Schuckmann

Q King

Non-executive directors’ compensation

Attendance fees 1 110 1 009 – –

Executive directors and key management compensation

Salaries and other short-term employee benefits 15 026 14 129 – –

Receivable from related parties

Loans to related parties

Bidvest Namibia Commercial Holdings (Pty) Limited – (i) – – 154 416 209 437

Bidvest Namibia Management Services (Pty) Limited – (i) – – 23 823 23 823

Bidvest Namibia Property Holdings (Pty) Limited – (i) – – 91 757 33 399

Bidvest Namibia Information Technology (Pty) Limited – (i) – – 5 521 4 021

– – 275 517 270 680

Trade receivables

Bidsport (Pty) Limited – (ii) – 20 – –

Budget Rent a Car (Pty) Limited 23 – – –

Minolco (Pty) Limited – (ii) 195 62 – –

Caterplus (Pty) Limited – (ii) 1 038 – – –

Kolok (Pty) Limited – (ii) 264 – – –

Manica Africa (Pty) Limited – (ii) – 8 – –

Manica (Zambia) Limited – (ii) 146 97 – –

Safcor Freight (Pty) Limited – (ii) 17 259 – –

Steiner Hygiene (Pty) Limited – (ii) 32 17 – –

Namibia Bureau de Change (Pty) Limited – (ii) 9 1 – –

Foreal Investments (Pty) Limited – (iii) 160 – – –

Rennies Express Freight (Namibia) (Pty) Limited – (ii) – 27 – –

1 884 491 – –

1 884 491 275 517 270 680




Group Company

2014 2013 2014 2013

NAD’000 NAD’000 NAD’000 NAD’000

37. RELATED PARTY BALANCES AND TRANSACTIONS (continued)

Payable to related parties

Loans from related parties

McCarthy Limited – (ii) – 90 458 – –

Trade payables

Bidvest Afcom (Pty) Limited – (ii) 368 316 – –

Bid Corporate Services (Pty) Limited – (ii) 62 557 – –

Bid Information Exchange (Pty) Limited – (ii) 11 – – –

BidOffice Furniture Manufacturing (Pty) Limited – (ii) 724 232 – –

Bidsport (Pty) Limited – (ii) 355 298 – –

Bidvest Bakery Solutions (Pty) Limited – (ii) 172 – – –

Budget Rent a Car (Pty) Limited – (ii) 45 – – –

Caterplus (Pty) Limited – (ii) – 160 – –

Cecil Nurse (Pty) Limited – (ii) 241 356 – –

Chipkins Catering Supplies (Pty) Limited – (ii) 856 –

First Food Distributors (Pty) Limited – (ii) 581 3 904 – –

Hortors Stationery (Pty) Limited – (ii) 14 1 – –

Kolok (Pty) Limited – (ii) 5 410 9 005 – –

Lithotech Sales Cape (Pty) Limited – (ii) 25 8 – –

Lithotech Listing and Logistics (Pty) Limited – (ii) 140 5 – –

Minolco (Pty) Limited – (ii) 1 242 1 934 – –

Voltex (Pty) Limited – (ii) 4 517 1 870 – –

Rennies Express Freight (Namibia) (Pty) Limited – (ii) 11 8 – –

Rennies Ships Agency (Pty) Limited – (ii) 11 – – –

Safcor Freight (Pty) Limited – (ii) – 3 – –

Silveray Statmark Company (Pty) Limited – (ii) 726 290 – –

South African Diaries (Pty) Limited – (ii) 4 – – –

Steiner Hygiene (Pty) Limited – (ii) 314 – – –

Waltons (Pty) Limited – (ii) 650 405 – –

16 479 19 352 – –

16 479 109 810 – –

Sales to related parties

Budget Rent a Car (Pty) Limited – (ii) 132 – – –


Voltex (Pty) Limited – (ii) 130 – – –

Manica Africa (Pty) Limited – (ii) – 15 – –

Manica (Zambia) Limited – (ii) 993 690 – –

Manica Zimbabwe Limited – (ii) 6 89 – –

Safcor Freight (Pty) Limited – (ii) 1 768 1 220 – –


Foreal Investments (Pty) Limited – (iii) 4 421 1 555 – –

Oshivelelwa Investments (Pty) Limited – (iii) – 661 – –

7 514 4 490 – –



Group Company

2014 2013 2014 2013

NAD’000 NAD’000 NAD’000 NAD’000

37. RELATED PARTY BALANCES AND TRANSACTIONS (continued)

Purchases from related parties

Bidvest Afcom (Pty) Limited – (ii) 3 693 3 009 – –

Bid Information Exchange (Pty) Limited – (ii) 22 4 – –

BidOffice Furniture Manufacturing (Pty) Limited – (ii) 6 443 5 439 – –

Bidsport (Pty) Limited – (ii) 880 – – –

Bidvest Bakery Solutions (Pty) Limited – (ii) 256 – – –

Cecil Nurse (Pty) Limited – (ii) 2 999 3 307 – –

Chipkins Catering Supplies (Pty) Limited – (ii) 4 775 2 534 – –

First Food Distributors (Pty) Limited – (ii) 12 097 10 736 – –

Hortors Stationery (Pty) Limited – (ii) 104 84 – –

Kolok (Pty) Limited – (ii) 75 057 60 037 – –

Lithotech Listing and Logistics (Pty) Limited – (ii) 682 579 – –

Lithotech Sales Cape (Pty) Limited – (ii) 158 95 – –

Minolco (Pty) Limited – (ii) 18 504 20 496 – –

Namibia Bureau de Change (Pty) Limited – (ii) 552 674 – –

Ozalid South Africa (Pty) Limited – (ii) 2 9 – –


Silveray Statmark Company (Pty) Limited – (ii) 9 221 6 257 – –

South African Diaries (Pty) Limited – (ii) 784 660 – –

Steiner Hygiene (Pty) Limited – (ii) 2 142 1 393 – –

Voltex (Pty) Limited – (ii) 24 257 12 935 – –

Waltons (Pty) Limited – (ii) 9 587 7 716 – –

172 279 136 119 – –

Administration and royalty fees paid to related parties

Bid Corporate Services (Pty) Limited (royalties) – (ii) 326 268 – –

Bid Corporate Services (Pty) Limited (fees) – (ii) 743 701 – –


Waltons (Pty) Limited – (ii) 420 389 – –

Cecil Nurse (Pty) Limited – (ii) 1 171 1 263 – –


3 362 6 785 – –

Interest paid to related parties


Quota rental fees paid to related parties

Spoto Fishing (Pty) Limited 26 400 27 760 – –

The Group paid quota rental fees to the above mentioned companies. M Shipanga is a director of Spoto Fishing (Pty) Limited. S Kankondi, M Mokgatle-Aukhumes and

M Shipanga hold indirect shareholdings in Spoto Fishing (Pty) Limited. These transactions occurred under terms that are market-related.

(i) Direct subsidiary

(ii) Fellow subsidiary of the Group

(iii) M Shipanga is a director and shareholder in Foreal Investments (Pty) Limited and Oshivelelwa (Pty) Limited.

Related party transactions were carried out on terms and conditions as agreed between the parties.




38. FINANCIAL RISK MANAGEMENT

38.1 Financial risk factorsThe Group’s activities expose it to a variety of financial risks: market risk (including currency risk, fair value interest rate risk, cash flow interest rate risk and price risk), credit

risk and liquidity risk. The Group’s overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects

on the Group’s financial performance.

The financial risk management function is carried out by local management on a subsidiary level.

(a) Market risk(i) Foreign exchange risk

Currency risk is created due to the influence of exchange rate fluctuations. The Group operates internationally and is exposed to foreign exchange risk arising

from various currency exposures, primarily with respect to the US dollar and the euro. Foreign exchange risk arises when future commercial transactions and

recognised assets and liabilities are denominated in a currency that is not the Group’s functional currency. The Group has a policy to consider the need to take

out cover on outstanding foreign currency transactions on an ad hoc basis, as and when such transactions occur. Upon the final decision and discretion of

management, cover is then taken out from time to time.

At June 30 2014, if the currency had weakened/strengthened by 10% against the US dollar and/or euro with all other variables held constant, post-tax profit for

the year would not have been materially impacted. This can be seen in the analysis of foreign currency financial instruments at year-end:

Euro US dollar Angola kwanza

denominated denominated denominated Totals in

’000 ’000 ’000 NAD’000

Group

As at June 30 2014

Trade and other receivables – 3 859 – 41 576

Cash and cash equivalents – 6 862 349 416 109 716

Trade and other payables (27) (1 076) – (12 254)

(27) 9 645 349 416 139 038

Equivalent in NAD (394) 102 905 36 527 139 038

Group

As at June 30 2013

Trade and other receivables – 634 – 6 472

Cash and cash equivalents – 6 219 333 008 97 458

Trade and other payables – (5 227) – (54 033)

– 1 626 333 008 49 897

Equivalent in NAD – 15 894 34 003 49 897

(ii) Price risk

The Group is not exposed to any significant commodity price risk or equity securities price risk.

(iii) Interest rate risk

The Group’s only significant interest-bearing assets are cash and cash equivalents. Since the Group does not have any significant fixed interest rate financial

instruments it is not exposed to significant fair value interest rate risk. The Group’s interest rate risk arises mainly from cash invested in current and call accounts

and from its bank overdraft.

The Group’s trade and other receivables and trade and other payables do not expose the Group to any significant interest rate risks due to their short-term non-

interest nature.

The table below provides the interest rates for monetary financial instruments at year-end:

Group Company

2014 2013 2014 2013

% % % %

Cash and cash equivalents 5,41 3,48 4,25 4,25

Bank overdraft 7,25 7,25 – –

Cash flow sensitivity analysis for floating interest rate bearing instruments.



38. FINANCIAL RISK MANAGEMENT (continued)

38.1 Financial risk factors (continued)

(a) Market risk (continued)

(iii) Interest rate risk (continued)

A change of 100 basis points in interest rates at the reporting date would have increased or decreased accumulated losses and surplus by the amounts

shown below. This analysis assumes that all other variables remain constant. The analysis was performed on the same basis for 2013.

Group Company

Effect on profit and equity Effect on profit and equity

2014 2013 2014 2013

NAD’000 NAD’000 NAD’000 NAD’000


(b) Credit riskCredit risk arises from cash and cash equivalents, deposits with banks and financial institutions, as well as credit exposures to customers and committed transactions.

The Group has policies in place to ensure that sales of products and services are made to customers with an appropriate credit history. The Group has policies that

limit the amount of credit risk exposure to any one financial institution, and cash transactions are limited to high credit quality financial institutions.

The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the reporting date was:

Group Company

Carrying amount Carrying amount

2014 2013 2014 2013

NAD’000 NAD’000 NAD’000 NAD’000

Trade receivables 381 150 275 468 – –

Related party loans – – 275 517 270 680


Trade and other receivables 468 546 361 741 275 612 270 729


1 250 557 1 214 565 479 778 476 421

The ageing of the components of trade receivables at year-end was:

Gross Impairment Gross Impairment

2014 2014 2013 2013

NAD’000 NAD’000 NAD’000 NAD’000

Group

Trade debtors

Not past due 309 859 (7) 232 140 (3)

Past due 1 – 30 days 47 988 (150) 31 160 (373)

Past due 31 – 90 days 14 375 (259) 7 542 (665)

Past due 91 – 180 days 5 629 (1 901) 7 355 (4 074)

Past due more than 180 days 11 629 (6 013) 7 288 (5 098)

389 480 (8 330) 285 485 (10 213)

Company

Trade debtors

Not past due – – – –

Other debtors

Not past due 95 – 49 –

Credit quality of financial assets

The Group has not renegotiated the terms of receivables and has collaterals or guarantees as security for all significant debtors. The Group limits its exposure to

credit risk by investing in high-quality credit-worthy counterparties. Given these high credit ratings, the directors do not expect any counterparty to fail to meet its

obligations. The credit quality of financial assets that are neither past due nor impaired can be assessed by reference to external credit ratings (if available) or to

historical information about counterparty default rates.

The Group only banks with high credit quality financial institutions. The Group has bank accounts with First National Bank, Standard Bank Namibia, Nedbank Namibia

and Bank Windhoek.




Group Company

2014 2013 2014 2013

NAD’000 NAD’000 NAD’000 NAD’000


38.1 Financial risk factors (continued)(b) Credit risk (continued)

Counterparties without external credit ratings net of provision for impairment:


Angolan banks 70 953 66 596 – –

Trade receivables 381 150 275 468 – –

539 499 428 337 95 49

Counterparties with strong external credit ratings:

Cash and cash equivalents and money market funds

Cash on hand 870 1 937 – –

Old Mutual Corporate Fund 106 811 101 277 106 811 101 277

Bank Windhoek Corporate Fund 104 037 95 654 90 989 86 271

First Rand Group (FNB) 40 867 31 270 – –

Nedbank Namibia Limited – 373 – –

Standard Bank Namibia Limited 450 094 552 395 6 350 18 144

Bank Windhoek Limited 8 379 3 324 16 –

711 058 786 230 204 166 205 692

The Group’s standard credit terms are cash on or before delivery, nil and 30 days from statement date. The average credit period on sales of goods of the Group is

31 days (2013: 30). In some instances interest is charged on overdue accounts at prime plus 2% on the outstanding balance. Some sales are insured by a credit

guarantee cover. Included in the trade and other receivables are balances totalling NAD70,4 million (2013: NAD43,1 million) with no collateral, none of which in its

own right is material to the Group.

The concentration of credit risk is limited due to the customer base being large and unrelated. Accordingly, the directors believe that there is no further credit provision

required in excess of the allowance for doubtful debts.

(c) Liquidity riskPrudent liquidity risk management implies maintaining sufficient cash and availability of funding through an adequate amount of committed credit facilities. Due to the

dynamic nature of the business, the Group aims at maintaining flexibility in funding by keeping committed credit lines available.

The table below analyses the Group’s financial liabilities into relevant maturity groupings based on the remaining period at the reporting date to the contractual maturity

date. The amounts disclosed in the table are the contractual undiscounted cash flows.

Less than Between 1 Between 2 Over

1 year and 2 years and 5 years 5 years

NAD’000 NAD’000 NAD’000 NAD’000

Group

As at June 30 2014

Bank overdraft 1 872 – – –

Trade and other payables 388 231 – – –

390 103 – – –

As at June 30 2013

Provisions – 1 124 – –

Bank overdraft 22 159 – – –

Trade and other payables 494 820 7 062 – –

516 979 8 186 – –

Company

As at June 30 2014

Trade and other payables 217 – – –

As at June 30 2013

Trade and other payables 199 – – –




38.1 Financial risk factors (continued)(c) Liquidity risk (continued)

The average credit period on the purchase of certain goods from major creditors is current to 90 days. No interest is charged on the trade payables for the first 30 to

90 days from the date of the invoice. Thereafter, interest is charged at varying rates ranging from nil to 30% per annum on the outstanding balance. The Group has

financial risk management policies in place to ensure that all payables are paid within the credit timeframe.

Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through committed credit facilities with

the Group’s bankers. The credit facilities of the Group are reviewed annually and consist of the following unsecured and secured bank overdraft facilities:

Group Company

2014 2013 2014 2013

NAD’000 NAD’000 NAD’000 NAD’000

Unsecured bank overdraft facilities, reviewed annually and payable on demand

Standard Bank Namibia Limited 70 250 30 750 – –

Bank Windhoek Limited 500 500 – –

70 750 31 250 – –

Secured bank overdraft facilities, reviewed annually and payable on demand

Standard Bank Namibia Limited facilities 30 500 70 000 – –

First National Bank Namibia Limited facilities 31 850 31 850

62 350 101 850 – –

38.2 Capital risk management The Group’s objectives when managing capital are 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 an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Group may adjust

the amount of dividends paid to shareholders.

The Group monitors capital on the basis of the gearing ratio. This ratio is calculated as net debt divided by total capital. Net debt is calculated as total borrowings (including

“current and non-current borrowings” as shown in the consolidated statement of financial position) less cash and cash equivalents. Total capital is calculated as equity as

shown in the consolidated statement of financial position plus net debt. The Group’s capital exceeds its net debt and thus the capital risk is assessed as low.

Financial Financial

assets at liabilities at

amortised amortised

cost cost Total

NAD’000 NAD’000 NAD’000

38.3 Financial instruments per categoryGroup

As at June 30 2014

Financial assets

Trade and other receivables 468 546 – 468 546

Cash and cash equivalents 782 011 – 782 011

Financial liabilities

Bank overdraft – (1 872) (1 872)

Trade and other payables – (388 231) (388 231)

Total financial instruments 1 250 557 (390 103) 860 454

As at June 30 2013

Financial assets




Bank overdraft – (22 159) (22 159)

Trade and other payables – (501 882) (501 882)

Total financial instruments 1 214 565 (524 041) 690 524




Financial Financial

assets at liabilities at

amortised amortised

cost cost Total

NAD’000 NAD’000 NAD’000


38.3 Financial instruments per category (continued)Company

As at June 30 2014

Financial assets




Trade and other payables – (217) (217)

Total financial instruments 479 778 (217) 479 561

As at June 30 2013

Financial assets




Trade and other payables – (199) (199)

Total financial instruments 476 420 (199) 476 221

38.4 Fair value measurements(a) Valuation

In terms of IFRS, the Group is required to measure certain assets and liabilities at fair value. The Group has established control frameworks and processes to

independently validate its valuation techniques and inputs used to determine its fair value measurements.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the

measurement date, ie an exit price. Fair value is therefore a market-based measurement and when measuring fair value the Group uses the assumptions that market

participants would use when pricing an asset or liability under current market conditions, including assumptions about risk. When determining fair value it is presumed

that the entity is a going concern and the fair value is therefore not an amount that represents a forced transaction, involuntary liquidation or a distressed sale.

Fair value measurements are determined by the Group on both a recurring and non-recurring basis.

Recurring fair value measurements

Recurring fair value measurements are those for assets and liabilities that IFRS require or permit to be recognised at fair value and are recognised in the statement

of financial position at reporting date. These include financial assets, financial liabilities and non-financial assets that the Group measures at fair value at the end of

each reporting period.

Financial instruments

When determining the fair value of a financial instrument, where the financial instrument has a bid or ask price (for example in a dealer market), the Group uses the

price within the bid-ask spread that is most representative of fair value in the circumstances. Although not a requirement, the Group uses the bid price for financial

assets or the ask/offer price for financial liabilities where this best represents fair value.

When determining the fair value of a financial liability or the Group’s own equity instruments, the quoted price for the transfer of an identical or similar liability or own

equity instrument is used. Where this is not available, and an identical item is held by another party as an asset, the fair value of the liability or own equity instrument is

measured using the quoted price in an active market of the identical item, if that price is available, or using observable inputs (such as the quoted price in an inactive

market for the identical item) or using another valuation technique.

Where the Group has any financial liability with a demand feature the fair value is not less than the amount payable on demand, discounted from the first date that the

amount could be required to be paid where the time value of money is significant.

Non-financial assets

When determining the fair value of a non-financial asset, a market participant’s ability to generate economic benefits by using the asset in its highest and best use or

by selling it to another market participant that would use the asset in its highest and best use, is taken into account. This includes the use of the asset that is physically

possible, legally permissible and financially feasible.

Non-recurring fair value measurements

Non-recurring fair value measurements are those triggered by particular circumstances and include the classification of assets and liabilities as non-current assets

or disposal groups held for sale under IFRS 5, where fair value less costs to sell is the recoverable amount, IFRS 3 Business Combinations where assets and liabilities

are measured at fair value at acquisition date, and IAS 36 Impairments of Assets where fair value less costs to sell is the recoverable amount. These fair value

measurements are determined on a case-by-case basis as they occur within each reporting period.




38.4 Fair value measurements (continued)(a) Valuation (continued)

Other fair value measurements

Other fair value measurements include assets and liabilities not measured at fair value but for which fair value disclosures are required under another IFRS eg financial

instruments at amortised cost. The fair value for these items is determined by using observable quoted market prices where these are available or in accordance with

generally acceptable pricing models such as a discounted cash flow analysis. For all other financial instruments at amortised cost the carrying value is equal to or a

reasonable approximation of the fair value.

(b) Fair value hierarchy and measurementsThe Group classifies assets and liabilities measured at fair value using a fair value hierarchy that reflects whether observable or unobservable inputs are used in

determining the fair value of the item. If this information is not available, fair value is measured using another valuation technique that maximises the use of relevant

observable inputs and minimises the use of unobservable inputs. The valuation techniques employed by the Group include, inter alia, quoted prices for similar assets

or liabilities in an active market, quoted prices for the same asset or liability in an inactive market, adjusted prices from recent arm’s-length transactions, option-pricing

models, and discounted cash flow techniques.

Level 1

Fair value is determined using unadjusted quoted prices in active markets for identical assets or liabilities where this is readily available and the price represents actual

and regularly occurring market transactions. An active market is one in which transactions occur with sufficient volume and frequency to provide pricing information

on an ongoing basis.

Level 2

Fair value is determined using inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly such as quoted prices for similar

items in an active market or for an identical item in an inactive market, or valuation models using observable inputs or inputs derived from observable market data.

Level 3

Fair value is determined using a valuation technique and significant inputs that are not based on observable market data (ie unobservable inputs) such as an entity’s

own assumptions about what market participants would assume in pricing assets and liabilities.

The table below sets out the valuation techniques applied by the Group for recurring fair value measurements of assets and liabilities categorised as level 1 and

level 3 in the fair value hierarchy:

Instrument

Fair value

hierarchy level

Valuation

technique

Description

of valuation

technique and

main assumptions

Observable

inputs

Significant

unobservable

inputs of

level 3 items

Financial assets and liabilities

not measured at fair value but for

which fair value is disclosed

Level 3 Discounted

cash flows

The future cash flows are

discounted using a market-

related interest rate

Market interest rates Credit inputs

Biological assets Level 1 Market prices Fair value less

estimated point-of-sale costs

Market prices Not applicable

During the year there were no changes in the valuation techniques used by the Group.

39. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results.

The preparation of the Group’s financial statements necessitates the use of estimates, assumptions and judgements. These estimates and assumptions affect the reported

amounts of assets and liabilities at the reporting date as well as affecting the reported income and expenses for the year. Although estimates are based on management’s

best knowledge and judgement of current facts as at the reporting date, the actual outcome may differ from these estimates.

Estimated recoverable amount of certain cash-generating units

The Group tests annually whether goodwill has suffered any impairment, in accordance with the accounting policy. The recoverable amounts of cash-generating units have

been determined based on value-in-use calculations. These calculations require the use of estimates. Assumptions used are referred to under note 2.2.

Fishing vessels

The residual values of fishing vessels are based on valuations performed by independent external valuators. Revaluations are made with sufficient regularity to ensure that

the carrying amounts do not differ materially from the revalued amounts. The residual values are calculated using management’s best estimates and using the exchange

rates at the reporting date.

Deferred taxation assets

Deferred taxation assets are recognised to the extent that it is probable that taxable income will be available against which they can be utilised. Management estimates that

there will be sufficient taxable profit in the future against which to utilise the deferred tax asset.

Contingent liabilities

Contingent liabilities are raised based on management’s assessment of whether a possible obligation exists which existence will be confirmed by the occurrence or non-

occurrence of one or more uncertain events.

During the year, management identified that a subsidiary of the Group, T&C Properties (Pty) Limited, has an exposure to import VAT, interest and penalties due to an

administrative error in processing transactions on an incorrect import VAT account. Management has investigated the exposure and has implemented steps to rectify the

administrative error which should result in the possible exposure to the Group being resolved without incurring significant liabilities.




40. STANDARDS, AMENDMENTS AND INTERPRETATIONS ISSUED

At the date of authorisation of these annual financial statements, the following standards and interpretations were in issue but not yet effective, and were not early adopted:

New/revised International Financial Reporting Standards

Effective for

annual periods

beginning on or

after

IFRS 2 Share-Based Payments – Amendments resulting from annual improvements 2010 – 2012 cycle (vesting conditions) July 1 2014

IFRS 3 Business Combinations – Amendments resulting from annual Improvements 2010 – 2012 cycle (contingent consideration) July 1 2014

IFRS 7 Financial Instruments: Disclosures – Amendments requiring disclosures about the initial application of IFRS 9 January 1 2018

IFRS 7 Financial Instruments: Disclosures – Additional hedge accounting disclosure January 1 2018

IFRS 8 Operating segments – Amendments resulting from Annual Improvements 2010 – 2012 cycle July 1 2014

IFRS 9 Financial Instruments: Deferral of mandatory effective date of IFRS 9 and amendments to transition disclosures January 1 2018

IFRS 9 Financial Instruments: Classification and Measurement January 1 2018

IFRS 9 Financial Instruments: Accounting for financial liabilities and derecognition January 1 2018

IFRS 9 Financial Instruments: Accounting for hedge accounting January 1 2018

IFRS 10 Amendments for Investment Entities January 1 2014

IFRS 12 Amendments for Investment Entities January 1 2014

IFRS 13 Fair Value Measurement – Amendments resulting from annual improvements 2011 – 2013 cycle July 1 2014

IFRS 14 Regulatory Deferral Accounts January 1 2016

IFRS 15 Revenue from contracts with customers January 1 2017

IAS 19 Employee Benefits – Amended to clarify the requirement that relates to how contributions from employees or third parties that are linked

to service should be attributed to periods of service

July 1 2014

IAS 24 Related Party Disclosures – Amendments resulting from annual improvements 2010 – 2012 cycle (management entities) July 1 2014

IAS 27 Separate Financial Statements – Amendments for investment entities July 1 2014

IAS 39 Financial Instruments – Recognition and Measurement – Amendments to permit an entity to elect to continue to apply the hedge

accounting requirements in IAS 39 for a fair value hedge

January 1 2018

IAS 32 Financial Instruments – Presentation – Amendments to application guidance on the offsetting of financial assets and financial liabilities January 1 2014

IAS 36 Amendments Arising from Recoverable Amount – Disclosures of Non-Financial Assets January 1 2014

IAS 39 Amendments for Novations of Derivatives January 1 2018

IFRIC 21 Levies January 1 2014



FINANCIAL YEAR-END June 30

ANNUAL GENERAL MEETING November

REPORTS AND ACCOUNTS

Interim report for the half year ending December 31 February/March

Announcement and annual results August/September

Annual integrated report September/October

DISTRIBUTIONS

Interim distribution March

Final distribution September

Shareholders’ diary



BIDVEST NAMIBIA LIMITED

Incorporated in the Republic of Namibia

Registration number: 89/271

Share code: BVN

ISIN code: NA000A0Q5TN0

COMPANY SECRETARY

Ms Veryan Hocutt

AUDITORS

Deloitte & Touche Namibia

Registered Accountants and Auditors

ICAN practice number 9407

Deloitte Building, Maerua Mall Complex

Jan Jonker Road, Windhoek, Namibia

Telephone: +264 (61) 285 5000

Facsimile: +264 (61) 285 5050

LEGAL ADVISER

H.D. Bossau & Co

15th Floor, Frans Indongo Gardens

19 Dr Frans Indongo Street

Windhoek, Namibia

Telephone: +264 (61) 370 850

Facsimile: +264 (61) 370 855

Koep & Partners

33 Schanzen Road, Windhoek, Namibia

Telephone: +264 (61) 382 800

Facsimile: +264 (61) 382 888

COMMERCIAL BANKERS

Standard Bank Namibia Limited


Standard Bank Centre, Post Street Mall

Windhoek, Namibia

(PO Box 3327, Windhoek, Namibia)

Telephone: +264 (61) 294 9111

Facsimile: +264 (61) 294 2555

Administration

TRANSFER SECRETARIES

Transfer Secretaries (Pty) Limited


4 Robert Mugabe Avenue, Windhoek, Namibia

(PO Box 2401, Windhoek, Namibia)

Telephone: +264 (61) 227 647

Facsimile: +264 (61) 248 531

SPONSOR AND CORPORATE ADVISER

PSG Wealth Management Namibia

(Pty) Limited

Member of the Namibian Stock Exchange


5 Conradie Street

Windhoek, Namibia

Telephone: +264 (61) 378 900

Facsimile: +264 (61) 378 901

REGISTERED ADDRESS

4 Robert Mugabe Avenue, Windhoek, Namibia

(PO Box 6964, Ausspannplatz, Windhoek, Namibia)

Telephone: +264 (61) 417 450

Facsimile: +264 (61) 229 290

WEBSITE

www.bidvestnamibia.com.na

EMAIL [email protected]

[email protected]

ETHICS LINE

Free call: 0800 28 68 82

Cellular free call: 081 91 847

Email: [email protected]



Namibia Fisheries

Namibia Commercial

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BASTION GRAPHICS

www.bidvestnamibia.com.na

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