CAMBRIA AFRICA PLC
ANNUAL REPORT
2022
Committed to maximising
shareholder value
Table of Contents
Page
Results for the year
1 to 2
Chief Executive’s Report
3 to 4
Directors
5
Directors’ Responsibilities Statement
6
Directors’ Report
7 to 12
Report of the Independent Auditors, Baker Tilly Isle of Man LLC
13 to 16
Consolidated and Company Statement of Profit and Loss
17 to 18
Consolidated and Company Statement of Comprehensive Income
19
Consolidated and Company Statement of Changes in Equity
20 to 21
Consolidated and Company Statement of Financial Position
22
Consolidated and Company Statement of Cash Flows
23 to 24
Notes to the Financial Statements
25 to 57
Corporate Information
58
Shareholder Information
59
1
Cambria Africa Plc
Results for the year ended 31 August 2022
A loss attributable to Cambria Shareholders of $178,306 (0.03 US cents per share) was recorded for FY 2022. Before
inventory impairments, the Company’s subsidiaries in Zimbabwe continued to operate above or near breakeven EBITDA
despite revenue declines of 24% to US $920,077 in 2022 from US $1.22 million in 2021. The Company’s subsidiaries are
expected to continue reporting at breakeven levels in FY 2023. The Company`s 2022 consolidated profits stem mainly from
Tradanet, the 51% owned subsidiary of Paynet Zimbabwe with revenues of US $654,824.
Net Equity (NAV) fell by 9% from US $6.32 million (1.16 US cents per share) in FY 2021 to $5.75 million FY 2022 (1.06 US
cents per share) mainly attributable to foreign currency translation adjustments of $394,000, inventory impairments in
Millchem of $150,000 and mark-to-market adjustments of the Company`s listed share investments.
FY 2022 Results highlights:
12 Months ended 31 August (US$'000)
2022
2021
Change
Group:
- Revenue
920
1,216
(24%)
- Operating Costs
623
838
26%
- Consolidated EBITDA (before exceptional items)
344
385 (11%)
- (Loss)/Profit after tax attributable to owners of the Company
(178)
82
(317%)
- Central costs
127
130
2%
- (Loss)/Earnings per share – cents
(0.03)
0.02
(250%)
- Net Asset Value (NAV) attributable to owners of the Company
5,745
6,317
(9%)
- NAV per share – cents
1.06
1.16
(9%)
Weighted average shares in issue (‘000)
544,576
544,576
-
Shares in issue at year-end (‘000)
544,576
544,576
-
Divisional:
- Payserv – consolidated profit after tax ("PAT")
300
652
(54%)
- Payserv – consolidated EBITDA
433
505
(14%)
- Millchem – EBITDA (before exceptional items)
(3)
11
(127%)
Group Highlights:
•
Net Equity (NAV) decreased by 9% from US $6.32 million (1.16 US cents per share) to US $5.75 million (1.06 US
cents per share).
•
Revenues declined by 24% to $920,077 while operating costs decreased by 26% to $623,000. As a result of careful
cost management, the Company has managed to scale operations in accordance with revenue declines.
•
Cambria recorded a loss for the year of $4,588 as operations edged around breakeven.
•
Consolidated EBITDA before fair value adjustments to investments and marketable securities decreased by 11%
to $344,000 from $385,000 in FY 2021.
•
Cambria's central costs associated with listing and associated operational expense decreased by 2% to $127,003.
The balance of the Company`s operating costs comprises hyperinflationary adjustments, foreign currency
translation and mark-to-market adjustments of its listed investments. Cambria’s CEO and Directors continued to
render services to Cambria without compensation during FY 2022.
2
Divisional Highlights:
•
Tradanet (Pvt) Ltd, Paynet Zimbabwe’s 51% held subsidiary, continued to provide loan management services to
CABS, the country’s largest building society. The persistent devaluation of the country’s currency led to an
increase in salary-based loans.
•
Autopay, Paynet Zimbabwe’s payroll processing division saw an increase in its revenue base due to a new
management team with extensive payroll experience. Autopay established an independent contract relationship
with payroll managers on a pure profit share basis.
Net Equity (Net Asset Value):
Components to the decrease of NAV in 2022
The Group reported a decrease of $570,000 in NAV to $5.75 million (1.06 US cents per share) at 31 August 2022, compared
to $6.32 million (1.16 US cents per share) at 31 August 2021. This decrease was due to the following material factors:
• Foreign currency translation adjustments of $394,000;
• Inventory impairments of $150,000 related to raw materials and packaging held by Millchem;
• Reduction of $30,000 in the carrying value of listed share investments.
Components of NAV at 31 August 2022
The Group NAV of $5.75 million as at the end of FY 2022 includes the following material tangible and
intangible assets:
Building and properties valued at $2.3 million – The valuation was prepared by Hollands Harare Estate Agents in January
2022. Holland conducted the previous valuations of the prominently located commercial office space and its equally well-
positioned vacant plot in Harare’s Mount Pleasant Business Park.
Investment in Radar Holdings Limited – 9.74% or 4.98 million shares valued at US $1.743 million (net of minority interests)
based on 35 US cents per equivalent Radar share. In the post balance sheet period, the Company conditionally agreed to
sell its 78.2% shareholding in A.F. Philips (Pvt) Ltd (“AFP”) for a sum of US $1.743 million (35 US cents per equivalent
Radar Share) in cash. The sale is subject to conditions precedent which the Company has reasonable cause to believe will
be met and that the full purchase price will be realized at the holding Company level.
USD Cash and Cash Equivalents – US dollar cash totalling $1.26 million at the end of FY 2022.
Old Mutual and Nedbank shares – the Company holds 204,047 Old Mutual Limited common shares that were suspended
on the Zimbabwe Stock Exchange (ZSE) on 31 July 2020 and valued on its FY 2022 Statement of Financial Position at US
$122,820 based on the closing price of Old Mutual Limited on the Johannesburg Stock Exchange at the year end. By way
of an unbundling by Old Mutual in November 2021, the Company received 2,692 Nedbank shares, which are retained in
Zimbabwe.
Goodwill – The Company has a goodwill value of $717,000 on its Statement of Financial Position relating to its investment
in the Payserv group of Companies. The Company believes this is a fair assessment of the intangible asset despite the
impact of the decisions made by Zimbabwe`s banking institutions against using its payment platforms. Turnaround
opportunities are being explored and are more recently evidenced by the granting to Multi-Pay Solutions (Pvt) Ltd (Multi-
Pay Solutions) the exclusive rights to use, distribute, and operate Paynet Software in the Southern African Development
Community (SADC). Payserv Africa will continue to operate Paynet outside of the SADC. Tradanet, in which the Company
holds an effective 51% interest, is the largest contributor to the Company’s earnings in FY 2022. Tradanet processes
microloans on behalf of CABS, Zimbabwe’s largest Building Society. At their peak in 2019, these microloans comprised
about a third of the banks assets and the Directors believe that a return to those levels is fully conceivable. Accordingly,
the Company continues to believe that Payserv’s intellectual property value and the amalgamation of the above exceeds
the book value of the goodwill.
3
Cambria Africa Plc
Chief Executive’s Report
At this point in time, the Company’s investment proposition is underpinned by its realizable Net asset value (“NAV”) within
the constructs of Zimbabwe’s current economic policy and its outlook. It is important to consider the components of NAV
and the efforts of the Company to ensure that any disposal is realized at the holding Company level. We believe we have
made significant progress in this regard.
Strategies to realise NAV
The Company continues to realize NAV at the holding company level by deploying the following strategies:
•
Cash: As at the 2022 financial year end, the Group held cash reserves of US$1.3 million. As at 31 August 2023, in
addition to Zimbabwe-held US dollar-denominated cash, shares and gold coins, the Company holds a Fixed Deposit of
$1.4 million in Mauritius yielding 5% per annum.
•
Recovery of Legacy Debts: The Company is actively pursuing the recovery of "Legacy Debts" or "Blocked Funds"
owed by our Zimbabwe subsidiaries to the holding companies. As at 31 August 2023, we've successfully recovered
US$407,350, leaving an outstanding balance of $1.2 million held by the Ministry of Finance. These funds, initially held
by the Reserve Bank in ZWL on a one-to-one basis with the USD, were marked down to a negligible value in the
FY 2021 accounts based on the official exchange rate. However, post FY 2022, the Ministry of Finance began repaying
these debts and assures us of the balance, as funds become available. As a result, our NAV after the financial year end
will see an increase, accounting for the recovered debts.
•
Listed Portfolio Value: We aim to realise the value of the 204,047 Old Mutual shares and 2,692 Nedbank shares by
transferring these shares to the South African register. The total value of this portfolio was $168,120 based on
Johannesburg Stock Exchange (JSE) closing prices on 11 September 2023.
•
Asset Maximization at Holding Level: At the holding Company level, we intend to achieve approximately $4 million
from the sale of our indirect stake in Radar ($1.74 million) and properties ($2.3 million).
•
Intellectual Property Value: We are committed to deriving maximum value from our intellectual property, both in
our current operations and future endeavours.
NAV Discussion
NAV declined by US$570,000 from 1.16 US cents per share to 1.05 US cents per share. As noted above, this excludes the
recovery of US$ 407,350 of Legacy Debts and a balance of $1.2 million expected to be repaid over the next two to three
years. The details of Cambria’s NAV components are as follows:
Commercial Property – This is represented by the prominently located Mt. Pleasant Business Park Commercial Property valued
annually by Hollands Harare Estate Agents at $2.3 million;
Old Mutual and Nedbank Shares – The total value of Old Mutual and Nedbank shares based on JSE closing prices was $154,927 as
at 28 August 2023.
•
204,047 Old Mutual shares are currently suspended on the Zimbabwe Stock Exchange (ZSE), and their fungibility is also
halted.
•
By way of an unbundling by Old Mutual in November 2021, the company received 2,692 Nedbank shares, which are still
retained in Zimbabwe.
•
These shares were originally purchased on the Johannesburg Stock Exchange (JSE) and subsequently transferred to the
ZSE. However, before their fungibility could be realized, trading was suspended by the Zimbabwean government.
•
We persistently urge the Government of Zimbabwe to reinstate fungibility and permit foreign investors to repatriate Old
Mutual and Nedbank shares to the JSE.
Radar Holdings Limited – The Company has conditionally agreed to sell its 78.2% shareholding in A.F. Philips (Pvt) Ltd (“AFP”)
for a sum of US $1.74 million in cash. This amount is equivalent to the book value of its shareholding in AFP at 31 August
2022. The Company made its initial investment in August 2018, and through the holding, has an effective 9.74% interest in a
property development and bricks manufacturing business. The sale is subject to conditions precedent which the Company has
4
reasonable cause to believe will be met and that the full purchase price will be realized at the holding company level. The
Company will provide a further update once the sale has completed.
Goodwill – Another component of NAV is the Company’s goodwill (intellectual property). Currently, intellectual property is
driving the earnings in Tradanet – the largest contributor to the Company’s earnings. This 51% owned subsidiary of Paynet,
processes microloans on behalf of CABS, Zimbabwe’s largest Building Society. At their peak in 2019, these microloans
comprised about a third of the bank’s assets and the Directors believe that a return to those levels is fully conceivable. In June
2023, the Company announced its intention to license Paynet’s intellectual property to Multi-Pay which will attempt to
provided bulk payment and clearing services to the banking sector in the SADC region, including Zimbabwe.
Continuing Operations
Tradanet - As mentioned in the discussion of our goodwill above, Tradanet, the 51%-owned subsidiary of Paynet Zimbabwe
remains the Company’s most profitable operation. With greater reliance on the US Dollar for remuneration, Tradanet expects
its ZWL earnings to transition to USD.
Other operations: Autopay and Millchem - These companies provide a modest revenue to the Group, primarily in ZWL. Their
operations are beneficial in off-setting local expenses.
Cambria’s Board of Directors have continued to serve the Company without compensation since 2015, fighting to return value
to shareholders. Despite the unfavourable economic factors leading to the abandonment of parity to the US dollar and its huge
impact on the Company, we hold on jealously to our cash, our liabilities are negligible, and our remaining operations are
profitable. While we still see value in our listing, the Board is considering whether to maintain the listing.
With the publishing the Group`s FY 2022 and HY 2023 results, the suspension of the Company`s shares on the AIM will be
lifted. This should enable shareholders to trade with a comprehensive understanding of the investment landscape confronting
Cambria. We remain cautiously optimistic about achieving full value for the Company’s assets beyond its NAV.
Samir Shasha
12 September 2023
5
Directors
Paul Turner, 76
NON-EXECUTIVE CHAIRMAN
Paul Turner is a Chartered Accountant and past President of the Institute of Chartered Accountants of Zimbabwe. He is a highly
respected and knowledgeable member of the Zimbabwean business community. He was a partner at Ernst & Young in Harare,
Zimbabwe, for over thirty years. His past roles bring an unparalleled level of experience in the structure and operation of
businesses in Zimbabwe in general, and also valuable insights and experience in corporate governance, financial and statutory
reporting. Initially appointed to the Cambria board on 1 July 2008, he was appointed as Chairman on 8 July 2015.
Samir Shasha, 63
CHIEF EXECUTIVE OFFICER
Samir Shasha started his involvement in Southern Africa with supplying and leasing trucks for the operations of a transport
company focused on relief aid. In 1995 he established S. Shasha & Associates in Zimbabwe and introduced Freightliner Trucks
in Southern Africa for the first time. In 2002, S. Shasha & Associates purchased Zimbabwe Online, an Internet Service Provider
in Zimbabwe, and took on the role of CEO until 2006. The company was sold to Liquid Telecom in 2012. Mr. Shasha received
his bachelor’s degree from Vassar College with Honours in Economics in 1981. Mr. Shasha brings a wealth of experience to the
Board. His skills encompass operational and strategic management experience at executive level with a successful track-record
in optimal capital allocation in Zimbabwe and Southern Africa, with experience of operating in the dynamic environment
presented by the Zimbabwe economy. Following Ventures Africa Limited’s investment in the Company in April 2015, Mr.
Shasha was appointed to the Cambria board on 5 June 2015 and as CEO on 3 August 2015.
Josephine Petra Watenphul, 42
NON-EXECUTIVE DIRECTOR
Josephine Watenphul is a qualified Chartered Accountant (South Africa). She joined the UCS Group Limited (“UCS”), a
Johannesburg-based investment holding company in technology and associated businesses listed on the Johannesburg Stock
Exchange, in April 2004. In April 2009, Josephine was appointed Group CFO, a position which she held until May 2015. During
her tenure at UCS, which was later renamed Capital Eye Investments upon delisting in October 2011, Josephine assisted in
various corporate actions and restructurings. Josephine’s experience allows her to provide the Board with guidance and input
on financial reporting, strategy, corporate governance and corporate transactions in a listed company environment. She was
appointed to the Cambria board on 17 June 2015.
Dipak Champaklal Pandya, 64
NON-EXECUTIVE DIRECTOR
Dipak Pandya is a Chartered Accountant and has, since March 2009, been the financial controller at Strauss Logistics Limited,
a fuel trading and distribution company active in central and Southern Africa. Prior to this, Dipak was the financial controller
at Playwize Plc, a computer software development company. Dipak brings extensive financial management and strategic skills
to the Board, with an intimate knowledge of the Zimbabwe market and experience in operating business in Southern Africa. He
was appointed to the Cambria board on 26 June 2015.
Changes to the Board
No change to the board of directors has occurred during the financial year under review and up to the date of this report.
6
Directors’ Responsibility Statement in Respect of the Directors’ Report and
the Financial Statements.
Company law requires the Directors to maintain financial records that are sufficient to show and explain the Group’s
transactions and will, at any time, enable the financial position of the Group to be determined with reasonable accuracy. The
Directors have elected to prepare the Group and Parent Company financial statements in accordance with International
Financial Reporting Standards as adopted by the European Union.
The Group and Parent Company financial statements are required to give a true and fair view of the state of affairs of the Group
and Parent Company and of the profit or loss of the Group for that period.
In preparing these financial statements, the Directors are required to:
•
select suitable accounting policies and then apply them consistently;
•
make judgements and estimates that are reasonable and prudent;
•
state whether they have been prepared in accordance with International Financial Reporting Standards as adopted
by the European Union; and
•
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and
Parent Company will continue in business.
The Directors are responsible for keeping proper accounting records that are sufficient to show and explain the Group and
Parent Company’s transactions and disclose with reasonable accuracy at any time its financial position. They have general
responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and
detect fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the
Company’s website. Legislation governing the preparation and dissemination of financial statements may differ from one
jurisdiction to another.
7
Directors’ Report
For the Year Ended 31 August 2022
The Directors of Cambria Africa Plc (the “Company”) and its subsidiaries (together the “Group”) submit their report, together
with the audited financial statements for the year ended 31 August 2022.
Principal activities
During the year, the Group was an investment company with a portfolio of investments in Zimbabwe and cash holdings outside
Zimbabwe.
Investing policy
The Company’s primary investment objective is to offer shareholders long-term capital appreciation. As we navigate the
current landscape, our immediate goal is to maximise NAV at the holding Company level. However, if in the interim a promising
investment opportunity arises, our decisions will be steered by our established investment policy stated below.
While the Company does not have a particular sectoral focus, utilising the investment skills of the Directors and their advisors,
the Company seeks to identify individual companies in sectors best positioned to benefit should there be radical improvements
in Zimbabwe’s economy. The Company may make investments in the tourism, accommodation, infrastructure, transport,
commercial and residential property, technology, communications, manufacturing, retail, services, leisure, agricultural and
natural resources sectors. The Company may also make investments in businesses outside Zimbabwe and the countries
surrounding Zimbabwe as well as the remainder of Sub-Saharan Africa, that have a significant exposure to assets, businesses
or operations within the defined region. The Company will only be able to achieve its investment objective in the event the
Zimbabwean economy radically improves.
Whilst there will not be any limit on the number or size of investments the Company can make in any sector, the Directors seek
to diversify the Company’s investments across various sectors in order to mitigate risk and to avoid concentrating the portfolio
in any single sector.
The Company’s interest in a proposed investment or acquisition may range from a minority position to full ownership. The
Company intends to actively manage the operations of the companies it has invested in. Wherever possible the Company will
seek to achieve Board control or financial control of its portfolio companies. Indigenisation legislation within Zimbabwe may,
however, prevent the Company from acquiring or maintaining a majority control in a Zimbabwean business.
The Directors believe that through their individual and collective experience of investing and managing acquisitions and
disposals in Africa, they have the necessary skills to manage the Company and to source deal flow. Prior to any investment
decisions being taken by the Board of the Company, a due diligence process is undertaken by the Company’s appointed
specialist financial and legal advisors.
The Company’s investment strategy is dependent upon future radical improvement in the economy of Zimbabwe and expansion
into the immediate region. It is therefore possible that a significant period of time may elapse before an investment by the
Company will produce any returns and there is no guarantee that the economy in Zimbabwe will improve.
The Company Directors will comply as a matter of policy with the US Office of Foreign Assets Control and the European Union
Council Regulation (EC) No. 314/2004 regulations.
Results
The Group made a consolidated loss after tax and minorities of $118,173 (FY2021: profit $82,000) during the year and this has
8
been set against reserves.
Share capital
There were no changes to the Company’s share capital and share premium during the financial year. Full details on share capital
and share premium are contained in note 20 to the financial statements.
Substantial shareholdings
The Directors have been advised of the following shareholdings at 28 August 2023 of holding 2.5 per cent or more of the
Company’s issued share capital:
*Ventures Africa Ltd (“VAL”) was a wholly owned subsidiary of Encyclia Logistics Ltd (“Encyclia”). In February 2022, VAL ceded and assigned its shares in the
Company to Encyclia. Encyclia is beneficially owned by S Shasha, a director and the CEO of the Company. Consequently there was no change to the ultimate
beneficiary as a result of the cession agreement by VAL to Encyclia.
Directors
Biographical details of all Directors as well as the dates of appointment and resignation (if applicable) are set out on page 5.
Directors’ share interests
The Directors who were in office at the beginning and end of the current financial year had the following interests in the shares
of the Company:
DIRECTORS
AT 31.08.22
NO. OF SHARES
AT 31.08.21
NO. OF SHARES
Samir Shasha*
377,000,000
377,000,000
Josephine Watenphul
2,500,000
2,500,000
Dipak Pandya
1,000,000
1,000,000
Paul Turner
1,000,000
1,000,000
Total
381,500,000
381,500,000
*Held indirectly through Encyclia Logistics Ltd
All of the above interests are recorded in the Company’s Register of Directors’ Share and Debenture Interests. No Director has
a beneficial interest in the shares or debentures of any of the Company’s subsidiary undertakings.
Post balance sheet events
1.
The Company has conditionally agreed to sell its 78.2% shareholding in A.F. Philips (Pvt) Ltd (“AFP”) for a sum of
US $1.74 million in cash. This amount is equivalent to the book value of its shareholding in AFP at 31 August 2022.
Cambria made its initial investment in August 2018, and through the holding, has an effective 9.74% interest in a property
development and bricks manufacturing business. The sale is subject to conditions precedent which the Company has
reasonable cause to believe will be met and that the full purchase price will be realized at the holding Company level.
2.
The Company is actively pursuing the recovery of "Legacy Debts" or "Blocked Funds" owed by our Zimbabwe subsidiaries
to their holding companies. As at 31 August 2023, we've successfully recovered US$407,350, leaving an outstanding
balance of $1.2 million held by the Ministry of Finance. These funds, initially held by the Reserve Bank in ZWL on a one-to-
one basis with the USD, were marked down in the FY 2021 accounts based on the official exchange rate to a negligible
value. However, post FY 2022, the Ministry of Finance began repaying these debts and assures us of the balance, as funds
NUMBER OF
SHARES
PERCENTAGE
OFISSUED CAPITAL
Encyclia Logistics Ltd*
377,000,000
69.2%
Hargreaves Lansdown (Nominees) Ltd
25,885,781
4.8%
Rock Nominees Ltd
17,663,230
3.2%
Luna Nominees Ltd
15,533,020
2.9%
Interactive Investor Services Nominees
14,657,308
2.7%
9
become available. As a result, our NAV after this financial year end will see an increase accounting for the recovered debts.
Auditors
Baker Tilly Isle of Man LLC continues to be the appointed auditors.
The Directors who held office at the date of approval of this Directors’ Report confirm that, so far as they are each aware, there
is no relevant audit information of which the Company’s Auditors are unaware and each Director has taken all the steps that
they ought to have taken as a Director to make themselves aware of any relevant audit information and to establish that the
Company’s Auditors are aware of that information.
Statement of Compliance with the QCA Corporate Governance Code
As a listed company traded on the AIM market of the London Stock Exchange (“LSE”) we recognise the importance of sound
Corporate Governance throughout our Group. It is the Board’s responsibility to ensure that Cambria is managed for the long-
term benefit of all stakeholders, with effective and efficient decision-making. Corporate Governance is an important part of this,
reducing risk and adding value to our investments, shareholders and other stakeholders.
In my capacity as Chairman, I have ultimate responsibility for ensuring the Board adopts and implements a recognised Corporate
Governance Code in compliance with the AIM Rules requiring all AIM-listed companies to adopt such a Code. The Board has
committed to the adoption of, and working to, the Quoted Companies Alliance (QCA) Corporate Governance Code 2018.
The Chief Executive Officer (CEO) has responsibility for the implementation of governance throughout our Group, commensurate
with our size of business and scope of operations.
The QCA Corporate Governance Code 2018 has key principles and we set out below how we apply those principles to our
business.
1. Establish a strategy and business model which promotes long-term value for shareholders
Cambria Africa Plc is an investment company invested in businesses operating in Zimbabwe. Given the devaluation of the
country`s currency precipitated by the political and inflationary climate in Zimbabwe, Cambria has been focused on preserving
and maximizing value for shareholders. The realization of the Groups NAV at the holding level continues to be the focus of the
directors and management.
2. Seek to understand and meet shareholder needs and expectations
The Board is committed to maintaining good communications and having constructive dialogue with both its institutional and
private shareholders. Shareholders are kept informed though our public announcements and corporate website. The Company
website also allows shareholders and prospective shareholders to register for automatic news alerts for regulatory
announcements.
In addition to the above, the Board encourages direct engagement from our shareholders with our most senior Executives
including our CEO, with his direct contact details provided on our website and all company announcements. This is in line with
our strategy of shortening the communication distance between Executives and Shareholders.
3. Take into account wider stakeholder and social responsibilities and their implications for long-term
success
The Board recognises that the Company’s continued growth and long-term success are reliant on its relations with its
stakeholders, both internal (employees and shareholders) and external (customers, service providers, suppliers and advisors).
The Group’s employees are considered key in delivering successful growth and as such the Company fosters an open dialogue
throughout its workforce. The Company endeavours to keep its workforce informed on the Company’s progress. The Company
also maintains regular dialogue with its external stakeholders particularly its clients and customers which help drive business
development. The Company works closely with its advisors to ensure it operates in conformity of its listing and other regulations
in the UK, as well as the social and legal requirements of Zimbabwe.
10
4. Embed effective risk management, considering both opportunities and threats, throughout the
organisation
AUDIT, RISK AND INTERNAL CONTROLS
FINANCIAL CONTROLS
The Company has an established framework of internal financial controls, the effectiveness of which is regularly reviewed by the
Board in light of an ongoing assessment of significant risks facing the Company.
•
The Board is responsible for reviewing and approving overall Company strategy, approving operating and capital
budgets, and for determining the financial structure of the Company including treasury, tax and dividend policy.
•
There are procedures for budgeting and planning, for monitoring and reporting to the Board business
performance against those budgets, and for forecasting expected performance over the remainder of the financial
period. These cover profits, cash flows, capital expenditure and the Statement of Financial Position.
•
The Company has a consistent system of prior appraisal for investments, overseen by the Board and CEO.
NON-FINANCIAL CONTROLS
The Board recognises that maintaining sound controls and discipline is critical to managing the downside risks to our strategy.
The Board has ultimate responsibility for the Group’s system of internal control and for reviewing its effectiveness. However,
any such system of internal control can provide only reasonable, but not absolute, assurance against material misstatement or
loss. The Board considers that the internal controls in place are appropriate for the size, complexity and risk profile of the Group.
The principal elements of the Group’s internal control system include:
•
Close management of the day-to-day activities of the Group by Executive Management.
•
An organisational structure with defined levels of responsibility, which promotes entrepreneurial decision-making and
rapid implementation while minimising risks.
•
Central control over key areas such as capital expenditure authorisation and banking facilities.
The Group continuously reviews its system of internal control to ensure compliance with best practice, while also having regard
to its size and the resources available. As part of the Group’s review a number of non-financial controls covering areas such as
regulatory compliance, business integrity, health and safety, risk management and business continuity and corporate social
responsibility (including ethical trading, supplier standards, environmental concerns and employment diversity) have been
assessed.
5. Maintaining the Board as a well-functioning, balanced team led by the Chair
The Board comprises the CEO and three Non-Executive Directors, including the Non-Executive Chairman. The Board will meet
periodically or at any other deemed time necessary for the good management of the business and at a location agreed between
the Board members.
The Non-Executive Directors, Paul Turner, Dipak Pandya and Josephine Watenphul, are all considered independent directors not
withstanding Paul Turner’s length of service and role as Chairman.
The Board is satisfied that it has a suitable balance between independence on the one hand, and knowledge of the Company on
the other, to enable it to discharge its duties and responsibilities effectively. All Directors are encouraged to use their independent
judgement and to challenge all matters, whether strategic or operational. Given the limited amount of business engaged in by the
Company, the Board held one formal meeting during the year. All directors were present.
DIRECTORS’ CONFLICT OF INTEREST
The Company has effective procedures in place to monitor and deal with conflicts of interest. The Board is aware of the other
commitments and interests of its Directors, and changes to these commitments and interests are reported to and, where
appropriate, agreed with the rest of the Board.
6. Ensure that between them the Directors have the necessary up to date experience, skills and
capabilities
The Board is satisfied that, between the Directors, it has an effective and appropriate balance of skills and experience, including
in the areas of fin-tech, information technology, distribution, finance, business development, trading, and marketing. All Directors
receive regular and timely information on the Group’s operational and financial performance. Relevant information is circulated
to the Directors in advance of meetings.
All Directors are able to take independent professional advice in the furtherance of their duties, if necessary, at the Company’s
expense.
11
7. Evaluate Board performance based on clear and relevant objectives, seeking continuous
improvement
The Board considers evaluation of its performance and individual directors to be an integral part of Corporate Governance to
ensure it has the necessary skills, experience and abilities to fulfil its responsibilities. The goal of the Board evaluation process is
to identify and address opportunities for improving the performance of the board and to solicit honest, genuine and constructive
feedback.
The Board considers the evaluation process is best carried out internally given the Company’s current size.
The internal evaluation process includes the following aspects which are subject to review annually or as required by circumstances:
a)
Board Evaluation
•
Board composition in terms of skills, experience and balance
•
Board cohesion
•
Board operational effectiveness and decision making
•
Board meetings conduct and content and quality of information
•
The Board’s engagement with shareholders and other stakeholders
•
The corporate vision and business plan
b) Individual Director Evaluation
•
Executive Director performance in executive role
•
Executive Director performance and contribution to the Board
•
Non-Executive Director performance and contribution to the Board
•
Non-Executive Director’s independence and time served
•
All Directors’ attendance at Board and Committee meetings
The Board will, as a whole or in part as appropriate, undertake the evaluation process aided by the Chairman, CEO and Non-
Executive Directors. The Chairman is responsible in ensuring the evaluation process is ‘fit for purpose’, as well as dealing with
matters raised during the process. The Chairman will keep under review the frequency, scope and mechanisms for the evaluation
process and amend the process as required.
Where deficiencies are identified these will be addressed in a constructive manner. The evaluation process will be focused on
the improvement of Board performance, through open and constructive dialogue and the development and implementation of
action plans.
8. Promote a corporate culture that is based on ethical values and behaviours
The Board recognises that a corporate culture based on sound ethical values and behaviours is an asset and a likely competitive
advantage. The Board aims to do what is in the best interests of the Company.
Conducting its business in an ethical, professional and responsible manner, treating our employees, clients, suppliers and
business partners with equal courtesy and respect at all times, are non-negotiables adopted by the Board and visible in the
actions and decisions of the CEO and the rest of the management team. It is a key element in every aspect of the Group’s
businesses, including recruitment, nominations, training and engagement. The Group’s performance and reward system
endorses the desired ethical behaviours across the Company.
9. Maintain governance structures and processes that are fit for purpose and support good
decision-making by the Board
The Board is responsible for the long-term success of the Company. The Board is intimately involved in all material decisions of
the Company and its subsidiaries. It is responsible for overall Group and subsidiary strategy, approval of major investments;
approval of the annual and interim results; annual budgets; dividend policy, and Board structure. It monitors the exposure to key
business risks and reviews the strategic direction of all subsidiaries, their annual budgets and their performance in relation to
those budgets. There is a clear division of responsibility at the head of the Company. The Chairman is responsible for running the
business of the Board and for ensuring appropriate strategic focus and direction. The CEO is responsible for proposing the
strategic focus to the Board, implementing it once it has been approved and overseeing the management of the Company.
The CEO Is responsible for formulation of the proposed strategic focus for submission to the Board, the day-to-day management
of the Group’s businesses and its overall trading, operational and financial performance in fulfilment of that strategy, as well as
plans and budgets approved by the Board of Directors. He also manages and oversees key risks, management development and
corporate responsibility programmes. The controls applied in respect of financial and non-financial matters are set out earlier in
this document, and the effectiveness of these controls is regularly reported to the Board.
12
10. Communicate how the Company is governed and is performing by maintaining a dialogue with
shareholders and other relevant stakeholders
The Board is committed to maintaining good communication and having constructive dialogue with all of its stakeholders,
including shareholders, providing them with access to information to enable them to come to informed decisions about the
Company.
The Investor Relations section of the Company’s website provides all required regulatory information as well as additional
information shareholders may find helpful including: information on Board Members, Advisors and Significant Shareholdings, a
historical list of the Company’s Announcements, Corporate Governance information, the Company’s publications including
historic Annual Reports and Notices of General Meetings, together with Share Price information and interactive Charting facilities
to assist shareholders analyse performance.
Results of shareholder meetings and details of votes cast will be publicly announced through the regulatory system and displayed
on the Company’s website with suitable explanations of any actions undertaken as a result of any significant votes against
resolutions.
Given the size of the Company, separate Audit committee meetings have not been held and an Audit committee or similar report
was not produced. Instead the related issues were dealt with by the Company’s Board. Since the Directors did not receive any
Remuneration during the year, no Remuneration Committee meeting was held and no Directors’ Remuneration report was
applicable.
On behalf of the Board, Paul Turner
Chairman
12 September 2023
13
Report of the Independent Auditors
For the year ended 31 August 2022
Report of the Independent Auditors, Baker Tilly Isle of Man LLC,
to the members of Cambria Africa Plc
OPINION
We have audited the financial statements of Cambria Africa Plc (the ‘Parent company’) and its subsidiaries (the ‘Group’) for the
year ended 31 August 2022 which comprise the Consolidated and Company Statements of Profit or Loss, the Consolidated and
Company Statements of Comprehensive Income, the Consolidated and Company Statements of Changes in Equity, the
Consolidated and Company Statements of Financial Position, the Consolidated and Company Statements of Cash Flows and
related notes to the financial statements, including a summary of significant accounting policies. The financial reporting
framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs)
as adopted by the United Kingdom.
In our opinion the financial statements:
•
give a true and fair view of the state of the Group’s and the Parent Company’s affairs as at 31 August 2022, and of the results for the
year then ended; and
•
have been properly prepared in accordance with IFRSs as adopted by the United Kingdom.
BASIS FOR OPINION
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described in the ‘Auditor’s responsibilities for the audit of the financial
statements’ section of our report. We are independent of the group in accordance with the ethical requirements that are
relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other
ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our opinion.
EMPHASIS OF MATTER
We draw attention to the “Functional and Presentational Currency and the effect of Hyperinflation” section of Note 2 of the
financial statements which describes the effects of the change in functional currency of a number of the Group entities and the
subsequent hyperinflationary conditions which have prevailed during the financial year. Our opinion is not modified in relation
to these matters.
We note the disclosure made by the Directors in relation to the goodwill value that is recognised in the Consolidated Statement
of Financial Position. We draw attention to Note 12 in relation to this issue. The model used by management in relation to the
assessment for impairment is based upon the audited financial statements of Paynet Zimbabwe and Tradanet for the year ended
31 August 2022. If the Group does not achieve the levels of profitability predicted, then the need for an impairment of this figure
may arise. Our opinion is not modified in relation to this matter.
CONCLUSIONS RELATING TO GOING CONCERN
We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to you
where:
•
the directors’ use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or
•
the directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt
about the Group’s or the Parent Company’s ability to continue to adopt the going concern basis of accounting for a period of at least
twelve months from the date when the financial statements are authorised for issue.
14
OTHER INFORMATION
The directors are responsible for the other information. The other information comprises the information included in the
annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements
does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any
form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in
the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material
misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material
misstatement of the other information. If, based on the work we have performed, we conclude that there is a material
misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY EXCEPTION
In the light of our knowledge and understanding of the Group and Parent Company and its environment obtained in the course
of the audit, we have not identified material misstatements in the Chief Executive’s Report and the Directors’ Report.
RESPONSIBILITIES OF DIRECTORS
As explained more fully in the Directors’ Responsibilities Statement set out on page 6, the directors are responsible for the
preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control
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.
In preparing the financial statements, the directors are responsible for assessing the Group’s and Parent Company’s ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of
accounting unless the directors either intend to liquidate the Group or the Parent Company or to cease operations, or have no
realistic alternative but to do so.
AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance
is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a
material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with ISAs (UK), we exercise professional judgment and maintain professional scepticism
throughout the audit. We also:
•
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform
audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our
opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud
may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
•
Obtain an understanding of internal control relevant to the audit 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 Group’s internal control.
•
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures
made by the directors.
15
•
Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence
obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s and
the Parent Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to
draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate,
to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However,
future events or conditions may cause the Group to cease to continue as a going concern.
•
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the
financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
•
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the
Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and
performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the
audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
CAPABILITY OF THE AUDIT IN DETECTING IRREGULARITIES, INCLUDING FRAUD
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and
non-compliance with laws and regulations, was as follows:
•
we identified the laws and regulations applicable to the Company through discussions with Directors and other management, and
from our commercial knowledge and experience of the sector;
•
we made specific requests of component auditors within the Group to determine their approach to detecting irregularities,
including fraud and non-compliance with laws and regulations, and considered their findings as part of our approach;
•
we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or
the operations of the Company, including company law, taxation legislation, anti-bribery, environmental and health and safety
legislation;
•
we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and
inspecting legal correspondence; and
•
identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of
non-compliance throughout the audit.
We assessed the susceptibility of the Company’s financial statements to material misstatement, including obtaining an
understanding of how fraud might occur, by:
•
making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual,
suspected and alleged fraud;
•
considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations; and
•
understanding the design of the Company’s remuneration policies.
To address the risk of fraud through management bias and override of controls, we:
•
performed analytical procedures to identify any unusual or unexpected relationships;
•
we tested journal entries to identify unusual transactions;
•
assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias;
and
•
investigated the rationale behind significant or unusual transactions.
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included,
but were not limited to:
•
agreeing financial statement disclosures to underlying supporting documentation;
16
•
reading the minutes of meetings of those charged with governance;
•
enquiring of management as to actual and potential litigation and claims; and
•
reviewing correspondence with tax authorities, relevant regulators and the company’s legal advisors.
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from
financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit
procedures required to identify non-compliance with laws and regulations to enquiry of the Directors and other management
and the inspection of regulatory and legal correspondence, if any.
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve
deliberate concealment or collusion.
USE OF OUR REPORT
This report is made solely to the Company’s members, as a body, in accordance with the terms of our engagement letter dated
21 January 2021. Our audit work has been undertaken so that we might state to the Company’s members those matters we are
required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not
accept or assume responsibility to anyone other than the Company and the Company’s members as a body, for our audit work,
for this report, or for the opinions we have formed.
BAKER TILLY ISLE OF MAN LLC, CHARTERED ACCOUNTANTS,
2A LORD STREET, DOUGLAS, ISLE OF MAN, IM1 2BD
12 SEPTEMBER 2023
17
Consolidated Statement of Profit or Loss
For the year ended 31 August 2022
NOTE
GROUP 2022
TOTAL
US$’000
GROUP 2021
TOTAL
US$’000
Revenue
5
920
1,216
Cost of sales
6
(22)
(138)
Gross profit
898
1,078
Operating costs
6
(623)
(838)
Other income
69
79
Exceptional items
(212)
(21)
Operating profit
132
298
Finance income
8
12
-
Finance costs
8
(5)
(22)
Net finance (income)/costs
7
(22)
Profit before tax
139
276
Income tax
9
(144)
(95)
(Loss)/profit for the year
(5)
181
Attributable to:
Owners of the company
(178)
82
Non-controlling Interests
173
99
(Loss)/profit for the year
(5)
181
(Loss)/ Earnings per share– all operations
Basic and diluted (loss)/ earnings per share (cents)
10
(0.03c)
0.02c
(Loss) / Earnings per share– continuing operations
Basic and diluted (loss) / earnings per share (cents)
10
(0.03c)
0.02c
The notes on pages 25 to 57 are an integral part of these consolidated financial statements.
18
Company Statement of Profit or Loss
For the year ended 31 August 2022
COMPANY 2022
COMPANY 2021
TOTAL
TOTAL
US$’000
US$’000
Revenue
-
-
Cost of sales
-
-
Gross profit
-
-
Operating costs
(188)
(147)
Other income
41
4
Operating loss
(147)
(143)
Finance income
-
-
Finance costs
(5)
(21)
Net finance costs
(5)
(21)
Loss for the year
(152)
(164)
Loss per share
Basic and diluted loss per share (cents)
(0.03c)
(0.03c)
The notes on pages 25 to 57 are an integral part of these consolidated financial statements.
19
Consolidated & Company Statements of
Comprehensive Income
For the year ended 31 August 2022
Consolidated
GROUP 2022
US$’000
GROUP 2021
US$’000
(Loss)/profit for the year
(5)
181
Other comprehensive income
Items that will not be reclassified to Statement of Profit or Loss:
Foreign currency translation differences for overseas operations
(424)
(4)
Total comprehensive (loss)/profit for the year
(429)
177
Attributable to:
Owners of the company
(602)
78
Non-controlling interest
173
99
Total comprehensive (loss)/profit for the year
(429)
177
Company
COMPANY 2022
COMPANY 2021
US$’000
US$’000
Loss for the year
(152)
(164)
Total comprehensive loss for the year
(152)
(164)
The notes on pages 25 to 57 are an integral part of these consolidated financial statements.
20
Consolidated Statement of Changes in Equity
For the year ended 31 August 2022
`
SHARE
CAPITAL
SHARE
PREMIUM
REVALUA-
TION
RESERVE
FOREIGN
EXCHANGE
RESERVE
ACCUMU-
LATED
LOSSES
NDR
TOTAL
NON-CON
TROLLING
INTERESTS
TOTAL
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
Balance at 1 September 2021
77
88,459
(190)
(10,734)
(73,666)
2,371
6,317
477
6,794
(Loss)/profit for the year
-
-
-
-
(178)
-
(178)
173
(5)
Foreign currency translation differences
for overseas operations
-
-
-
(424)
-
-
(424)
-
(424)
Foreign currency translation differences
for overseas operations – NCI
-
-
-
30
-
-
30
(30)
-
77
88,459
(190)
(11,128)
(73,844)
2,371
5,745
620
6,365
Contributions by/distributions to owners of
the Company recognized directly in equity
Dividends paid to minorities
-
-
-
-
-
-
-
(195)
(195)
Total contributions by and distributions to
owners of the Company
-
-
-
-
-
-
-
(195)
(195)
Balance at 31 August 2022
77
88,459
(190)
(11,128)
(73,844)
2,371
5,745
425
6,170
SHARE
CAPITAL
SHARE
PREMIUM
RE-VALUA-
TION
RESERVE
FOREIGN
EXCHANGE
RESERVE
ACCUMU-
LATED
LOSSES
NDR
TOTAL
NON-CON TROLLING
INTERESTS
TOTAL
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
Balance at 1 September 2020
77
88,459
-
(10,736)
(73,748)
2,371
6,423
496
6,919
Loss for the year
-
-
-
-
82
-
82
99
181
Increase in investment in subsidiaries-
Revaluation of investment property held at
fair value
-
-
(190)
-
-
-
(190)
-
(190)
Foreign currency translation
differences for overseas operations
-
-
-
(4)
-
-
(4)
-
(4)
Foreign currency translation
differences for overseas operations–-
(NCI)
-
-
-
6
-
-
6
(6)
-
77
88,459
(190)
(10,734)
(73,666)
2,371
6,317
589
6,906
Contributions by/distributions to
owners of the Company
20recognized directly in equity
Dividends paid to minorities
-
-
-
-
-
-
-
(112)
(112)
Total contributions by and distributions to
owners of the Company
-
-
-
-
-
-
-
(112)
(112)
Balance at 31 August 2021
77
88,459
(190)
(10,734)
(73,666)
2,371
6,317
477
6,794
The notes on pages 25 to 57 are an integral part of these consolidated financial statements.
21
Company Statement of Changes in Equity
For the year ended 31 August 2022
SHARE
CAPITAL
SHARE
PREMIUM
FOREIGN
EXCHANGE
RESERVE
ACCUMULATED LOSSES
TOTAL EQUITY
US$’000
US$’000
US$’000
US$’000
US$’000
Balance at 1 September 2021
77
88,459
(12,600)
(74,240)
1,696
Loss for the year
-
-
-
(152)
(152)
Total comprehensive loss for the year
-
-
-
(152)
(152)
Balance at 31 August 2022
77
88,459
(12,600)
(74,392)
1,544
SHARE
CAPITAL
SHARE
PREMIUM
FOREIGN
EXCHANGE
RESERVE
ACCUMULATED LOSSES
TOTAL EQUITY
US$’000
US$’000
US$’000
US$’000
US$’000
Balance at 1 September 2020
77
88,459
(12,600)
(74,076)
1,860
Loss for the year
-
-
-
(164)
(164)
Total comprehensive profit for the year
-
-
-
(164)
(164)
Balance at 31 August 2021
77
88,459
(12,600)
(74,240)
1,696
The notes on pages 25 to 57 are an integral part of these consolidated financial statements.
22
Consolidated and Company Statement of
Financial Position
As at 31 August 2022
GROUP
COMPANY
GROUP
COMPANY
2022
2022
2021
2021
NOTES
US$’000
US$’000
US$’000
Restated
US$’000
Property, plant and equipment
11
2,306
-
2,317
-
Goodwill
12
717
-
717
-
Intangible assets
13
-
-
1
-
Investments in subsidiaries and investments at fair value
14
-
-
-
-
Financial assets at fair value through profit and loss
16
155
155
184
184
Total non-current assets
3,178
155
3,219
184
Inventories
15
8
-
158
-
Financial assets at fair value through profit and loss
16
28
-
75
-
Trade and other receivables
17
142
3,043
155
3,015
Cash and cash equivalents
18
1,263
9
1,656
269
Total current assets
1,441
3,052
2,044
3,284
Assets classified as held for sale
5
2,228
-
2,228
-
Total assets
6,847
3,207
7,491
3,468
Equity
Issued share capital
20
77
77
77
77
Share premium account
20
88,459
88,459
88,459
88,459
Revaluation reserve
19
(190)
-
(190)
-
Foreign exchange reserve
19
(11,128)
(12,600)
(10,734)
(12,600)
Non-distributable reserve
19
2,371
-
2,371
-
Accumulated losses
(73,844)
(74,392)
(73,666)
(74,240)
Equity attributable to owners of the company
5,745
1,544
6,317
1,696
Non-controlling interests
425
-
477
-
Total equity
6,170
1,544
6,794
1,696
Liabilities
Loans and borrowings
22
-
-
-
-
Trade and other payables
22
-
-
90
-
Deferred tax liabilities
23
188
-
189
-
Total non-current liabilities
188
-
279
-
Current tax liabilities
25
141
-
107
-
Loans and borrowings
24
-
-
101
101
Trade and other payables
25
348
1,663
210
1,671
Liabilities directly associated with assets classified as held for
sale
-
-
-
-
Total current liabilities
489
1,663
418
1,772
Total liabilities
677
1,663
697
1,772
Total equity and liabilities
6,847
3,207
7,491
3,468
These financial statements were approved by the Board of Directors and authorized for issue on 12 September
2023. They were signed on their behalf by:
MR. S SHASHA
EXECUTIVE DIRECTOR
The notes on pages 25 to 57 are an integral part of these consolidated financial statements.
23
Consolidated Statement of Cash Flows
As at 31 August 2022
GROUP
GROUP
2022
2021
NOTES
US$’000
US$’000
Cash flows from operating activities
Cash generated from operations
26
495
202
Taxation paid
(111)
(31)
Cash generated from operating activities
384
171
Cash flows from investing activities
Proceeds on disposal of property, plant and equipment
17
134
Purchase of property, plant and equipment
(6)
-
Interest received
12
-
Non-cash proceeds from scrip dividend
(33)
-
Net cash (utilized in)/ generated by investing activities
(10)
134
Cash flows from financing activities
Dividends paid to non-controlling interests
(195)
(112)
Interest paid
(5)
(22)
Loans repaid
22, 24
(100)
(407)
Net cash utilized by financing activities
(300)
(541)
Net increase/(decrease) in cash and cash equivalents
74
(236)
Cash and cash equivalents at the beginning of the Period
1,656
1,896
Foreign exchange
(467)
(4)
Net cash and cash equivalents at 31 August
18
1,263
1,656
Cash and cash equivalents as above comprise the following
Cash and cash equivalents attributable to continuing operations
1,263
1,656
Net cash and cash equivalents at 31 August
18
1,263
1,656
The notes on pages 25 to 57 are an integral part of these consolidated financial statements.
24
Company Statement of Cash Flows
For the year ended 31 August 2022
COMPANY
2022
COMPANY
2021
NOTES
US$’000
US$’000
Cash flows from operating activities
Cash generated from/(utilized in) operations
26
(122)
457
Taxation paid
-
-
Cash generated from/(utilized in) operating activities
(122)
457
Cash flows from investing activities
Non-cash proceeds from scrip dividend
(33)
-
Net cash (utilized in)/ generated by investing activities
(33)
-
Cash flows from financing activities
Interest paid
(5)
(21)
Loans repaid
22, 24
(100)
(400)
Net cash utilized by financing activities
(105)
(421)
Net (decrease)/increase in cash and cash equivalents
(260)
36
Cash and cash equivalents at the beginning of the year
269
233
Net cash and cash equivalents at 31 August
18
9
269
Cash and cash equivalents as above comprise the following
Cash and cash equivalents attributable to continuing operations
9
269
Net cash and cash equivalents at 31 August
18
9
269
The notes on pages 25 to 57 are an integral part of these consolidated financial statements.
Notes to the Financial Statements
For the year ended 31 August 2022
25
1. Reporting entity
Cambria Africa Plc (the “Company”) is a public limited company listed on the Alternative Investment Market (AIM) and
incorporated and domiciled in the Isle of Man under the Companies Act 2006. The consolidated financial statements of the
Group for the year ended 31 August 2022 comprise the Company and its subsidiaries (together referred to as the “Group” and
individually as “Group entities”).
The Company`s majority shareholder is Encyclia Logistics Limited which is ultimately controlled by Mr. S Shasha, a director
and the CEO of the Company.
The financial statements were authorised for issue by the Directors on 12 September 2023.
2. Basis of preparation
STATEMENT OF COMPLIANCE
The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards
(IFRSs) as adopted by the United Kingdom, and the Isle of Man Companies Act 2006.
ADOPTION OF NEW AND REVISED INTERNATIONAL FINANCIAL REPORTING STANDARDS
NEW AMENDMENTS TO IFRSs THAT ARE MANDATORILY EFFECTIVE FOR THE CURRENT YEAR.
In the current year, the Group has applied the following new amendment to IFRSs issued by the International Accounting
Standards Board (IASB) that are mandatorily effective for an accounting period that begins on or after 1 January 2021:
•
Interest Rate Benchmark Reform Phase 2 (Amendments to IFRS 7, IFRS 9 and IAS 39)
The transition to this standard has no material impact on the Group.
NEW AMENDMENTS TO IFRSs THAT ARE NOT YET EFFECTIVE FOR THE CURRENT YEAR.
At the date of authorisation of these financial statements, the following new amendments to IFRSs issued by the International
Accounting Standards Board (IASB), were in issue but not yet effective, and have not been early adopted by the Group:
•
IFRS 17 Insurance Contracts (effective on or after 1 January 2023)
•
Amendments to IAS 1: Classification of Liabilities as Current or Non-current (effective on or after 1 January 2023)
•
Amendments to IAS8: Definition of accounting estimates (effective on or after 1 January 2023)
•
Amendments to IAS12: Deferred Tax related to Assets and Liabilities arising from a Single Transaction (effective on
or after 1 January 2023)
•
Reference to the Conceptual Framework – Amendments to IFRS 3 (effective on or after 1 January 2022)
•
Property, Plant and Equipment: Proceeds before Intended Use – Amendments to IAS 16 (effective on or after 1 January
2022)
•
Onerous Contracts – Costs of Fulfilling a Contract – Amendments to IAS 37 (effective on or after 1 January 2022)
•
IFRS 1 First-time Adoption of International Financial Reporting Standards – Subsidiary as a first-time adopted
(effective on or after 1 January 2022)
•
IFRS 9 Financial Instruments – Fees in the ’10 per cent’ test for derecognition of financial liabilities (effective on or
after 1 January 2022)
•
IAS 41 Agriculture – Taxation in fair value measurements (effective on or after 1 January 2022)
The Group have reviewed the IFRS standards in issue which are effective for annual accounting years ending on or after
the stated effective date. None of these standards would have a material impact on the financial statements of the Group.
Notes to the Financial Statements
For the year ended 31 August 2022
26
BASIS OF MEASUREMENT
The consolidated financial statements have been prepared on the historical cost basis except for the following:
•
land and buildings measured at revalued amounts;
•
marketable securities measured at quoted prices;
•
investments held at fair value (Radar);
•
cash and cash equivalents,
•
trade and other receivables; and
•
trade and other payables.
FUNCTIONAL AND PRESENTATIONAL CURRENCY AND THE EFFECT OF HYPERINFLATION
In February 2019, the Group’s Zimbabwean entities experienced a change in functional currency from USD to ZWL with
immediate effect. The Group carried out an assessment of change in functional currency which included consideration of
whether the various modes of settlement may represent different forms of currency. In doing so, management considered
parameters set in IAS 21 as follows:
•
The currency that mainly influences the sales prices for goods and services,
•
The currency of competitive forces and regulations that mainly determines the sales prices of goods and services,
•
The currency that mainly influences labour, material and other costs of providing goods and services (normally the
currency in which such costs are denoted and settled),
•
The currency in which funds from financing activities are generated, and
•
The currency in which receipts from operating activities are usually retained.
Since 2009, Zimbabwe has been under a multi-currency system, under which the USD has emerged as the currency of reference
for business and government. New legislation was promulgated in the form of Statutory Instruments 133 of 2016 and 122a of
2017 which prescribed bond notes and coins issued by the Reserve Bank of Zimbabwe as legal tender with a 1:1 parity with
the USD. With the acute shortage of USD cash and other foreign currencies in the country, increases in the utilisation of different
modes of payment for goods and services such as settlement via the Real Time Gross Settlement (RTGS) system overseen by
the Reserve Bank of Zimbabwe (RBZ), Point of sale machines (POS) and mobile money platforms, were observed.
In October 2018 the Central Bank through the Exchange Control directive RT120 introduced the separation of bank accounts
into Nostro foreign currency account (herein referred as Nostro) and the existing foreign currency accounts for domestic
purposes. These Nostro accounts are held with financial institutions operating in Zimbabwe in which money in the form of
foreign currency is deposited from offshore or domestic sources. The separation of the pre-existing FCA and Nostro accounts
suggested that in substance the values were not equal. Since the 1st of October 2018, Zimbabwe witnessed significant changes
in the economy, with the economy being characterized by a highly inflationary environment. On 22 February 2019, the
Government of Zimbabwe through Statutory instrument 33 of 2019 introduced the RTGS dollar as a base currency as part of
its 2019 first quarter monetary policy. This was later followed by the promulgation of Statutory Instrument 142 of 24th of June
2019, which banned the use of multicurrency system and made the Zimbabwe Dollar (ZWL) the only legal tender to be used
for settling local transactions.
The Consolidated Financial Statements are presented In US Dollars (USD), the Group’s presentational currency. With effect
from 22 February 2019, all its Zimbabwe subsidiaries have adopted the US Dollar as presentational currency with Zimbabwe‘s
Dollar (ZWL) as the functional currency.
Up to 22 February 2019, all cumulative Statement of Profit or Loss transactions, assets, liabilities and equity balances were
translated at ZWL1.00:USD1.00 and any local transactions thereafter treated as ZWL transactions. For the Company’s USD
reporting purposes, transactions up to 22 February 2019 were maintained in USD. In accordance with guidance issued by the
PAAB of Zimbabwe, the country is a hyperinflationary economy effecting reporting periods ending after 01 July 2019. This
guidance still stands in place for the financial year ended 31 August 2022. Accordingly, all ZWL transactions during this financial
year have first been adjusted for Hyperinflationary conditions in terms of IAS 29 using historic cost basis and official inflation
price indexes published by the Reserve Bank of Zimbabwe, before translation at the official interbank rate at the financial year
Notes to the Financial Statements
For the year ended 31 August 2022
27
end. The inflation price indices rose from an index of 3,191.19 at the beginning of the year to an index of 12,286.26 at the end
of the year. The net monetary gain/loss was not material and is included directly in reserves. At 31 August 2022, all monetary
ZWL asset and liability balances of its Zimbabwe subsidiaries were converted at the closing auction rate of
ZWL546.83:USD1.00. Non-monetary assets were recorded in accordance with the provisions of IAS 29 before conversion at
the year-end rate in accordance with paragraphs 42 and 43 of IAS 21. The Statement of Financial Position was unaffected by
IAS 29. Resultant foreign exchange translation differences were accounted for through the foreign currency translation reserve
in the Statement of Other Comprehensive Income.
USE OF ESTIMATES AND JUDGEMENTS
The preparation of financial statements in conformity with IFRSs requires management to make judgement, estimates and
assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The
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 the judgement about carrying values of
assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.
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.
Information about critical judgements in applying accounting policies and assumptions and estimation uncertainties that have
the most significant effect on the amounts recognised in the consolidated financial statements is included in the following notes:
•
Note 12 – Goodwill
•
Note 11 – Property, plant and equipment
By their nature, these estimates and assumptions are subject to an inherent measurement of uncertainty and the effect on the
Group’s financial statements of changes in estimates in future periods could be significant.
GOING CONCERN
The Company continued with its conservative approach in response to Zimbabwe`s uncertain economic policies, currency and
inflationary pressures. Operating costs reduced in the 2022 financial year by 26% whilst revenues decreased by 24%. Tradanet,
the 51% owned subsidiary of Paynet was the largest contributor to the Company earnings. Tradanet processes microloans on
behalf of CABS, Zimbabwe`s largest Building Society. With greater reliance on the US Dollar for remuneration, Tradanet expects
its ZWL earnings to transition to USD.
Autopay, Paynet Zimbabwe’s payroll processing division saw an increase in its revenue base due to a new management team
with extensive payroll experience and established an independent contract relationship with payroll managers on a pure profit
share basis.
The Group reported a decrease in Net asset value (NAV) of 10% to $5.70 million from $6.32 million at 31 August 2022. The
majority of the Company’s assets are represented by tangible assets in the form of Investment Property, AF Philip’s Investment
in Radar Holdings Ltd, Listed Securities and US Dollar cash and equivalents. These assets retain their value in real US Dollar
terms. The Group held cash of $1.26 million at 31 August 2022. At the date of this report $1.4 million cash is held outside
Zimbabwe.
The Board has considered the cash flow forecasts for the ensuing 12 months. Considering the quality of the Group’s Statement
of Financial Position, the Directors have a reasonable expectation that the Company and the Group have adequate resources to
continue in operational existence for the foreseeable future.
Accordingly, they continue to adopt the going concern basis in preparing the annual report and financial statements.
The Group’s business activities and financial performance are set out in the Chief Executive’s Review on pages 3 to 4. In addition,
note 27 to the financial statements includes the Group’s objectives, policies and processes for managing its capital; its financial
risk management objectives; details of its financial instruments and its exposure to credit and liquidity risk.
Notes to the Financial Statements
For the year ended 31 August 2022
28
3. Significant accounting policies
The following accounting policies have been applied consistently by the Group.
(A) BASIS OF CONSOLIDATION
The consolidated financial statements incorporate the financial statements of the Company and Group entities controlled by
the Company (its subsidiaries). Control is achieved where the Company is exposed, or has rights, to variable returns from its
involvement with the investee and has the ability to affect those returns through its power over the investee. The financial
statements of subsidiaries are included in the consolidated financial statements from the date that control commenced until
the date that control ceases.
The interest of non-controlling shareholders is stated at their proportion of the fair values of the assets and liabilities
recognised. Subsequently, losses applicable to the non-controlling interests are allocated against their interests even if doing
so causes the non-controlling interests to have a deficit balance.
The results of entities acquired or disposed of during the year are included in the Consolidated Statement of Profit or Loss from
the effective date of acquisition or up to the effective date of disposal as appropriate. Where necessary, the financial statements
of the subsidiaries are adjusted to conform to the Group’s accounting policies. All intra-group transactions, balances, income
and expenses are eliminated on consolidation.
BUSINESS COMBINATIONS
The acquisition of subsidiaries is accounted for using the acquisition method. The cost of the acquisition is measured at the
aggregate of the fair values at the date of exchange of assets given, liabilities incurred or assumed, and equity instruments
issued by the Group in exchange for control of the acquiree. Acquisition related costs are expensed as incurred unless they
relate to the cost of issuing debt or equity securities. The acquiree’s identifiable assets, liabilities and contingent liabilities that
meet the conditions for recognition under IFRS 3 are recognised at their fair values at the acquisition date, except for non-
current assets that are classified as held for sale in accordance with IFRS 5, which are recognised and measured at fair value
less costs to sell.
Goodwill arising on acquisition is recognised as an asset at the date that control is assumed (the acquisition date) and initially
measured at cost, being the excess of the cost of the business combination over the Group’s interest in the fair value of the
identifiable assets, liabilities and contingent liabilities recognised.
If, after reassessment, the Group’s interest in the net fair value of the acquiree’s identifiable assets, liabilities and contingent
liabilities exceeds the cost of the business combination, the excess is recognised immediately in the Statement of Profit or Loss.
The interest of non-controlling shareholders in the acquiree is initially measured at the non-controlling interests’ proportion
of the net fair value of the assets, liabilities and contingent liabilities recognised.
(B) INTANGIBLE ASSETS
GOODWILL
Goodwill arising on consolidation is recognised as an asset.
Following initial recognition, goodwill is subject to impairment reviews, at least annually, and measured at cost less
accumulated impairment losses. The recoverable amount is estimated at each reporting date. Any impairment loss is
recognised immediately in the Statement of Profit or Loss and is not subsequently reversed when the carrying amount of the
asset exceeds its recoverable amount.
Any impairment losses recognised in respect of cash generating units are allocated first to reduce the carrying amount of any
goodwill allocated to cash-generating units (groups of units) and then to reduce the carrying amount of other assets in the unit
(groups of units) on a pro rata basis.
On disposal of a subsidiary the attributable amount of goodwill is included in the determination of the gain or loss on disposal.
Goodwill is considered to have an indefinite useful life, and subject to annual impairment reviews.
Notes to the Financial Statements
For the year ended 31 August 2022
29
OTHER INTANGIBLE ASSETS
Other intangible assets are measured initially at cost and are amortised on a straight-line basis over their estimated useful lives.
The carrying amount is reduced by any provision for impairment where necessary.
On a business combination, as well as recording separable intangible assets already recognised in the Statement of Financial
Position of the acquired entity at their fair value, identifiable intangible assets that are separable or arise from contractual or
other legal rights are also included in the acquisition Statement of Financial Position at fair value.
Amortisation of intangible assets, disclosed under operating costs in note 6, is charged over their useful economic life, as
follows:
Item
Useful life
Software licenses
3 years
(C) FOREIGN CURRENCIES
The Consolidated Financial Statements are presented in US Dollars (USD), the Group’s presentation currency. With effect from
22 February 2019, all its Zimbabwe subsidiaries have adopted the US Dollar as presentation currency with Zimbabwe ‘s Dollar
(ZWL) as the functional currency.
In preparing the financial statements of the individual Group entities, transactions denominated in foreign currencies are
translated into the respective functional currency of the individual Group entities using the exchange rates prevailing at the
dates of transactions.
Non-monetary assets and liabilities are translated at the historic rate. Monetary assets and liabilities denominated in foreign
currencies are translated into the presentation currency at the auction rate of exchange ruling at the reporting date.
Exchange differences arising on the settlement of monetary items are included in the Statement of Profit or Loss for the year,
as either finance income, finance costs or exceptionals depending on whether foreign currency movements are in a net gain or
net loss position.
For the purpose of presenting consolidated financial statements, the assets and liabilities and results of the Group’s foreign
operations are translated from their functional currency to presentation currency, as disclosed in note 2.
(D) TAXATION
The tax expense represents the sum of current and deferred tax.
CURRENT TAXATION
Current tax is based on taxable profit for the period for the Group. Taxable profit differs from net profit in the Statement of
Profit or Loss because it excludes items of income or expense that are taxable or deductible in other years and it further
excludes items that are never taxable or deductible. The Group’s liability for current tax is calculated using tax rates that have
been enacted or substantively enacted by the reporting date.
DEFERRED TAXATION
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and
liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit and is accounted
for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary
differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against
which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary
difference arises from goodwill or from the initial recognition (other than in a business combination) of other assets and
liabilities in a transaction that affects neither the tax profit nor the accounting profit.
Deferred tax liabilities are recognised for taxable temporary differences arising on the investments in subsidiaries and
associates, except where the Group is able to control the reversal of the temporary difference and it is probable that the
temporary difference will not reverse in the foreseeable future.
Notes to the Financial Statements
For the year ended 31 August 2022
30
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer
probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled, or the asset is
realised. Deferred tax is charged or credited in the Statement of Profit or Loss, except when it relates to items charged or
credited to equity, in which case the deferred tax is also dealt with in equity.
Deferred tax assets and liabilities are off set when there is a legally enforceable right to set off current tax assets against current
tax liabilities, when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current
tax assets and liabilities on a net basis.
(E) INVESTMENTS IN SUBSIDIARIES
Investments in subsidiary undertakings are carried at cost with annual reviews undertaken for impairment.
(F) OTHER INVESTMENTS
Other asset investments are stated at fair value, adjusted for impairment losses.
(G) PROPERTY, PLANT AND EQUIPMENT
Land and buildings are stated at their revalued amounts, being the fair value at the date of revaluation, less any impairment
losses. Revaluations are performed with sufficient regularity such that the carrying amount does not differ materially from that
which would be determined using fair values at the reporting date.
Any revaluation increase arising on the revaluation of such assets is credited to the revaluation reserve, except to the extent
that it reverses a revaluation decrease for the same asset previously recognised as an expense, in which case the increase is
credited to the Statement of Profit or Loss to the extent of the decrease previously charged. A decrease in carrying amount
arising on the revaluation of such asset is charged as an expense to the extent that it exceeds the balance, if any, held in the
revaluation reserve relating to a previous revaluation of that asset. Depreciation on revalued assets is charged to the Statement
of Profit or Loss. On subsequent sale or retirement of a revalued asset, the attributable revaluation surplus remaining is
transferred directly to retained earnings.
Depreciation is charged straight line so as to write off the cost or valuation of assets, other than land and buildings, over their
estimated useful lives. The annual depreciation rates used for this purpose are:
Plant and machinery
10%
Motor vehicles
25%
Fixtures and fittings
10% - 15%
The gain or loss arising on the disposal of an asset is determined as the difference between the sales proceeds and the carrying
amount of the asset and is recognised in the Statement of Profit or Loss for the year.
Assets held under finance leases are depreciated over their expected useful lives on the same basis as owned assets, or where
shorter, over the relevant lease term. No depreciation is provided on land and buildings.
Property, plant and equipment identified for disposal are reclassified as assets held for resale.
(H) IMPAIRMENT OF ASSETS EXCLUDING GOODWILL
At each reporting date, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether there
is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of
the asset is estimated in order to determine the extent of any impairment loss. Where the asset does not generate cash flows
that are independent from other assets, the Group estimates the recoverable amount of the cash-generating unit to which the
asset belongs. Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the
estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market
Notes to the Financial Statements
For the year ended 31 August 2022
31
assessments of the time value and the risks specific to the asset for which the estimates of future cash flows have not been
adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying
amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised as an
expense immediately, unless the relevant asset is carried at a revalued amount in which case the reversal of the impairment
loss is treated as a revaluation decrease.
Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to
the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount
that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years.
A reversal of an impairment loss is recognised as income immediately, unless the relevant asset is carried at a revalued amount,
in which case the reversal of the impairment loss is treated as a revaluation increase.
(I) FINANCIAL INSTRUMENTS
Non-derivative financial instruments comprise investments in equity, trade and other receivables, cash and cash equivalents,
loans and borrowings and trade and other payables. Financial assets and financial liabilities are recognised in the Group’s
Statement of Financial Position when the Group becomes a party to the contractual provisions of the instrument.
(A) CLASSIFICATION AND MEASUREMENT
Following the Group’s adoption of IFRS 9 there were no material changes to the classification and measurement of financial
instruments. The Group has therefore adopted following:
All financial assets continue to be measured at fair value.
•
Financial assets previously classified as loans and receivables are held to collect contractual cash flows and give rise
to cash flows representing solely payments of principal and interest. Thus, such instruments continue to be measured
at amortised cost under IFRS 9.
•
The classification of financial liabilities under IFRS 9 remains broadly the same as under IAS 39. The main impact on
measurement from the classification of liabilities under IFRS 9 relates to the element of gains or losses for financial
liabilities designated as at fair value through profit or loss attributable to changes in credit risk. IFRS 9 requires that
such element can be recognised in other comprehensive income (OCI), unless this treatment creates or enlarges an
accounting mismatch in profit or loss, in which case, all gains and losses on that liability (including the effects of
changes in credit risk) should be presented in profit or loss. The Group has not designated any financial liabilities at
fair value through profit or loss, therefore, this requirement has not had an impact on the Group.
(B) IMPAIRMENT
IFRS 9 requires the Group to record expected credit losses (ECLs) on all of its debt securities, loans and trade receivables, either
on a 12-month or lifetime basis. Given the limited exposure of the Group to credit risk, this amendment has not had a material
impact on the financial statements. The Group only holds trade receivables with no financing component and that have no
maturities less than 12 months at amortised cost.
Financial assets carried at fair value continue to be considered for impairment at the reporting date.
(C) HEDGE ACCOUNTING
The Group has not applied hedge accounting under IFRS 9.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents comprise cash in hand and demand deposits and other short term highly liquid investments that are
readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. Bank overdrafts that
are repayable on demand and form an integral part of the Group’s cash management are included as a component of cash and
cash equivalents for the purpose of the statement of cash flows.
Notes to the Financial Statements
For the year ended 31 August 2022
32
TRADE RECEIVABLES
Trade receivables are initially measured at fair value and are subsequently measured at amortised cost using the effective
interest rate method. Appropriate allowances for estimated recoverable amounts are recognised in profit or loss when there is
objective evidence the asset is impaired.
TRADE PAYABLES
Trade payables are initially measured at fair value and are subsequently measured at amortised cost using the effective interest
rate method.
FINANCIAL LIABILITIES
Financial liabilities are classified according to the substance of the contractual arrangements entered into.
CAPITAL MANAGEMENT
The Board’s objective, following the poor results of the last few years, is to restore and rebuild the group’s capital base to
maintain investor, creditor and market confidence and to sustain future development of the business.
BANK BORROWINGS
Interest bearing bank loans and overdrafts are recorded at the proceeds received, net of direct issue costs. Finance charges,
including premiums payable on settlement or redemption and direct issue costs, are accounted for on an amortised cost basis
to the Statement of Profit or Loss using the effective interest method and are added to the carrying amount of the instrument
to the extent that they are not settled in the period in which they arise.
EQUITY INSTRUMENTS
Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs.
(J)
INVENTORIES
Inventories are stated at the lower of cost and net realisable value. Cost comprises direct materials and where applicable direct
expenditure and attributable overheads that have been incurred in bringing the inventories to their present location and
condition. Net realisable value represents the estimated selling price less all estimated costs of completion and costs to be
incurred in marketing, selling and distribution.
(K) SHARE BASED PAYMENTS
The Group provides benefits to certain employees (including senior executives) of the Group in the form of share-based
payments, whereby employees render services in exchange for shares or rights over shares (equity-settled transactions). The
cost of these equity-settled transactions with employees is measured by reference to the fair value of the equity instruments at
the date at which they are granted. The fair value is determined by using a Black-Scholes model. The dilutive effect, if any, of
outstanding options is reflected as additional share dilution in the computation of earnings per share.
The grant date fair value of options granted to employees is recognised as an employee expense with a corresponding increase
in equity over the period the employees become unconditionally entitled to the options.
(L) INTEREST-BEARING BORROWINGS
Interest-bearing borrowings are recognised initially at fair value less attributable transaction costs. Subsequent to initial
recognition, interest-bearing borrowings are stated at amortised cost with any difference between cost and redemption value
being recognised in the Statement of Profit or Loss over the period of the borrowings on an effective interest basis.
Notes to the Financial Statements
For the year ended 31 August 2022
33
(M) PROVISIONS
A provision is recognised in the Statement of Financial Position when the Group has a present legal or constructive obligation
as a result of a past event and it is probable that an outflow of economic benefits will be required to settle the obligation. If the
effect is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current
market assessments of the time value of money and, where appropriate, the risks specific to the liability.
(N) REVENUE RECOGNITION
IFRS 15 establishes a comprehensive framework for determining whether, how much and when revenue is recognised. It
replaced IAS 18 Revenue, IAS 11 Construction Contracts and related interpretations. Under IFRS 15, revenue is recognised
when a customer obtains control of the goods and services. Determining the timing of the transfer of control at a point in time
or over time requires judgement.
IFRS 15 provides a single, principles based, five-step model to be applied to all contracts with customers. The five steps in the
model are as follows:
•
Identify the contract with the customer;
•
Identify the performance obligations in the contract;
•
Determine the transaction price;
•
Allocate the transaction price to the performance obligations in the contracts; and
•
Recognise revenue when (or as) the entity satisfies a performance obligation.
Applying the five-step model:
Revenue generated from contracts with Fintech customers:
•
Loan processing services are performed under an agreement with Autopay’s payroll services are provided under short-term
contracts with its clients. Details are disclosed under note 5 (Segment Reporting).
•
The Group loan processing and payroll administration during FY 2022:
•
The transaction price is as stipulated in the contract with the customer. It is stated at a price per transaction processed
that varies based upon the volume or value of transactions processed.
•
Monthly invoices are raised based on the total number or value of transactions processed by the financial institutions
or other customers in that given month.
•
The Group recognises revenue as and when it becomes due, pursuant to the agreements.
When there are variations in contract work, claims or incentive payments revenue is recognised to the extent that it is probable
that they will result in revenue and they are capable of being reliably measured.
The Group does not have any revenue from contracts that is recognised over a period of time as such no disaggregation is made
regarding the timing of revenue in the notes to these financial statements.
Revenue from the sale of goods is recognised when all the following conditions have been satisfied:
•
the group has transferred to the buyer the significant risks and rewards of ownership of the goods;
•
the group retains neither continuing managerial involvement to the degree usually associated with ownership nor
effective control over the goods sold;
•
the amount of revenue can be measured reliably;
•
it is probable that the economic benefits associated with the transaction will flow to the group; and
•
the costs incurred or to be incurred in respect of the transaction can be measured reliably.
Revenue is measured at the fair value of the consideration received or receivable and represents the amounts receivable for
goods and services provided in the normal course of business, net of trade discounts and volume rebates, and value added tax.
Interest is recognised, in profit or loss, using the effective interest rate method.
Notes to the Financial Statements
For the year ended 31 August 2022
34
(O) LEASES
The Group does not have any leases exceeding 12 months and hence the impact of IFRS 16 is very limited. Leases are classified
according to the substance of the transaction. A lease that transfers substantially all the risks and rewards of the ownership to
the lessee is classified as a finance lease. All other leases are classified as operating leases.
Operating lease rentals are charged in the Statement of Profit or Loss on a straight-line basis over the period of the lease.
(P) EARNINGS / (LOSS) PER SHARE
Basic earnings / (loss) per share is calculated based on the weighted average number of ordinary shares outstanding during
the year. Diluted earnings / (loss) per share is based upon the weighted average number of shares in issue throughout the year,
adjusted for the dilutive effect of potential ordinary shares.
(Q) SEGMENT REPORTING
A segment is a distinguishable component of the Group that is engaged either in providing products or services (business
segment), or in providing products or services within a particular economic environment (geographical segment), which is
subject to risks and rewards that are different from those of other segments.
(R) ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS
ASSETS HELD FOR SALE
Non-current assets, or disposal groups comprising assets and liabilities, are classified as held-for-sale or held-for-distribution
if it is highly probable that they will be recovered primarily through sale or distribution rather than through continuing use.
Immediately before classification as held-for-sale or held-for-distribution, the assets, or components of a disposal group, are
remeasured in accordance with the Group’s other accounting policies.
Thereafter, generally the assets, or disposal group, are measured at the lower of their carrying amount and fair value less costs
to sell. Any impairment loss on a disposal group is allocated first to goodwill, and then to the remaining assets and liabilities on
a pro rata basis, except that no loss is allocated to inventories, financial assets, deferred tax assets, employee benefit assets,
investment property or biological assets, which continue to be measured in accordance with the Group’s other accounting
policies. Impairment losses on initial classification as held-for-sale or held-for-distribution and subsequent gains and losses on
re-measurement are recognised in profit or loss. Gains are not recognised in excess of any cumulative impairment loss.
Once classified as held-for-sale or held-for-distribution, intangible assets and property, plant and equipment are no longer
amortised or depreciated, and any equity-accounted investee is no longer equity accounted.
DISCONTINUED OPERATIONS
A discontinued operation is a component of the Group’s business, the operations and cash flows of which can be clearly
distinguished from the rest of the Group and which:
•
represents a separate major line of business or geographical area of operations;
•
is part of a single coordinated plan to dispose of a separate major line of business or geographical area of operations; or
•
is a subsidiary acquired exclusively with a view to resale.
Classification as a discontinued operation occurs on 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 comprehensive income is
represented as if the operation had been discontinued from the start of the comparative year.
Notes to the Financial Statements
For the year ended 31 August 2022
35
4. Determination of fair values
A number of the Group’s accounting policies and disclosures require the determination of fair value, for both financial and non-
financial assets and liabilities. Fair values have been determined for measurement and/or disclosure purposes based on the
following methods. Where applicable, further information about the assumptions made in determining fair values is disclosed
in the notes specific to that asset or liability.
EQUITY AND DEBT SECURITIES
The fair values of investments for equity and debt securities are determined with reference to their quoted closing bid price at
the measurement date.
TRADE AND OTHER RECEIVABLES
The fair values of trade and other receivables are estimated at the present value of future cash flows, discounted at the market
rate of interest at the measurement date. Short-term receivables with no stated interest rate are measured at the original
invoice amount if the effect of discounting is immaterial. Fair value is determined at initial recognition and, for disclosure
purposes, at each annual reporting date.
PROPERTY, PLANT AND EQUIPMENT
The fair value of property, plant and equipment recognised is the estimated amount for which property could be exchanged on
the acquisition date between a willing buyer and a willing seller in an arm’s length transaction after proper marketing wherein
the parties had each acted knowledgeably. The fair value of items of plant, equipment, fixtures and fittings is based on the
market approach and cost approaches using quoted market prices for similar items when available and depreciated
replacement cost when appropriate. Depreciated replacement cost reflects adjustments for physical deterioration as well as
functional and economic obsolescence.
INVESTMENT PROPERTY
An external independent valuation company having appropriate recognised professional qualifications and recent experience
in the location and category of property being valued, values the Group’s property. The fair values are based on market values,
being the estimated amount for which a property could be exchanged on the date of the valuation between a willing buyer and
a willing seller in an arm’s length transaction after proper marketing wherein the parties had each acted knowledgeably.
In the absence of current prices in an active market, the valuations are prepared by considering the estimated rental value of
the property. A market yield is applied to the estimated rental value to arrive at the gross property valuation. When actual rents
differ materially from the estimated rental value, adjustments are made to reflect actual rents. Although external valuations are
obtained, the Directors also review the valuations and may determine the need for impairment for the financial statements
given their own knowledge of the properties and in particular where there has been interest from third parties in purchasing
the properties, the Directors may refer to amounts offered for purchase.
INVESTMENTS AT FAIR VALUE
The fair value of the Group’s investments in marketable securities are determined with reference to the last traded market
prices on the relevant exchange on which they trade. The fair value of the investment in Radar Holdings Limited (Radar), held
through subsidiary AF Philip Pvt Ltd, is determined with reference to the Board’s assessment of its market value on a willing-
buyer-willing-seller basis. Specific reference is made to known negotiations or offers received for Radar shares.
Notes to the Financial Statements
For the year ended 31 August 2022
36
5. Segment reporting
Segment information is presented in respect of the Group’s business segments based on the Group’s management and internal
reporting structure. The results of the business segments are reviewed regularly by the Group’s CEO to make decisions about
resources to be allocated to the segment and to assess its performance, and for which discrete financial information is available.
Inter-segment pricing is determined on an arm’s length basis and inter-segment revenue is eliminated.
Segment results that are reported to the CEO include items directly attributable to a segment as well as those that can be
allocated on a reasonable basis. Unallocated items mainly interest-bearing loans, borrowings and expenses, and corporate
assets and expenses primarily relating to Company’s head office.
Segment capital expenditure is the total cost incurred during the period to acquire segment assets that are expected to be used
for more than one period.
GEOGRAPHICAL SEGMENTS
Fintech and industrial chemicals, now operate solely in Zimbabwe. Separate geographical analysis is therefore not presented.
BUSINESS SEGMENTS
For management purposes, continuing operations are organised into three main business segments:
•
Fintech – includes payments systems and business process outsourcing and payroll services;
•
Industrial chemicals – includes the manufacture of sanitisers through a joint venture arrangement;
•
Head office.
CONTRACTUAL REVENUE AND MATERIAL CUSTOMERS
Tradanet, Paynet Zimbabwe’s 51% subsidiary provides loan origination and administration services to CABS under a 3-year
contract. The contract has been renewed for a further 3 years and will be renewable again in 2026. The contractual revenue
amounted to $655,000 in FY 2022 (FY 2021: $489,000). Paynet Zimbabwe’s Payroll services business Autopay, provided
outsourced payroll services under short-term contracts with clients to the value of $265,000 in FY 2022 (FY 2021: $648,000).
Revenue through the CABS relationship represented 71% of FY 2022 of Consolidated Revenue (FY 2021: 40%).
No other revenue is earned by the Group under contracts.
Notes to the Financial Statements
For the year ended 31 August 2022
37
Segment reporting continued
CONTINUING OPERATIONS – CURRENT PERIOD
INDUSTRIAL
CHEMICALS
FINTECH
HEAD OFFICE
TOTAL
FOR THE YEAR ENDED 31 AUGUST 2022
US$’000
US$’000
US$’000
US$’000
Revenue
-
920
-
920
Inter-segment revenue
-
-
-
-
Revenue from external customers
-
920
-
920
Cost of sales to external customers
-
(22)
-
(22)
Gross profit
-
898
-
898
Operating costs
(3)
(493)
(127)
(623)
Other operating income
-
28
41
69
Fair value adjustments
-
(1)
(61)
(62)
Depreciation
-
-
-
-
Impairments of inventories
(150)
-
-
(150)
Operating profit / (loss) for the year
(153)
432
(147)
132
Finance income
-
12
-
12
Finance expense
-
-
(5)
(5)
Income tax expense
-
(144)
-
(144)
Profit / (loss) for the year
(153)
300
(152)
(5)
EBITDA *
(3)
433
(86)
344
CONTINUING OPERATIONS – PRIOR PERIOD
INDUSTRIAL
CHEMICALS
FINTECH
HEAD OFFICE
TOTAL
FOR THE YEAR ENDED 31 AUGUST 2021
US$’000
US$’000
US$’000
US$’000
Revenue
79
1,137
-
1,216
Inter-segment revenue
-
-
-
-
Revenue from external customers
79
1,137
-
1,216
Cost of sales to external customers
(40)
(98)
-
(138)
Gross profit
39
1,039
-
1,078
Operating costs
(31)
(606)
(135)
(772)
Other operating income
3
72
4
79
Fair value adjustments
-
-
(16)
(16)
Impairment of assets
-
297
(318)
(21)
Depreciation
-
(50)
-
(50)
Amortisation
-
-
-
-
Operating profit / (loss) for the year
11
752
(465)
298
Finance income
-
-
-
-
Finance expense
-
(1)
(21)
(22)
Income tax expense
8
(99)
(4)
(95)
Profit / (loss) for the year
19
652
(490)
181
EBITDA *
11
505
(131)
385
Notes to the Financial Statements
For the year ended 31 August 2022
38
DISCONTINUED OPERATIONS
There were no discontinued operations in the current period.
CONTINUING OPERATIONS – SEGMENT ASSETS & LIABILITIES
FOR THE YEAR ENDED 31 AUGUST 2022
INDUSTRIAL
CHEMICALS
US$’000
FINTECH
US$’000
HEAD
OFFICE
US$’000
TOTAL
US$’000
Segment assets
11
4,324
284
4,619
Segment liabilities
7
409
261
677
Capital expenditure
-
-
-
-
FOR THE YEAR ENDED 31 AUGUST 2021 (Restated)
INDUSTRIAL
CHEMICALS
US$’000
FINTECH
US$’000
HEAD
OFFICE
US$’00
TOTAL
US$’000
Segment assets
180
4,536
548
5,264
Segment liabilities
22
311
362
695
Capital expenditure
-
-
-
-
ASSETS AND LIABILITIES HELD FOR SALE
The Company has conditionally agreed to sell its 78.2% shareholding in A.F. Philips (Pvt) Ltd (“AFP”) for a sum of
US $1.74 million in cash. This amount is equivalent to the book value of its shareholding in AFP at 31 August 2022, net of
minority interests. Cambria made its initial investment in August 2018, and through the holding, has an effective 9.74% interest
in a property development and bricks manufacturing business. The sale is subject to conditions precedent which the Company
has reasonable cause to believe will be met and that the full purchase price will be realized at the holding Company level. The
gross investment of US$2.228 million (US$1.74 million net of minority interests) has been classified as held for sale and
presented separately in the statement of financial position.
6.
Group net operating costs
2022
2021
US$’000
US$’000
Cost of sales
22
138
Administrative expenses
623
838
Net operating costs
645
976
Administrative expenses include management related overheads for continuing operations and head office.
NOTE
2022
US$’000
2021
US$’000
Operating costs include, inter alia:
Depreciation of property, plant and equipment
-
50
Amortisation
-
1
Personnel expenses
7
190
311
Auditors remuneration
Fees Payable to the Group Auditors for:
Current year audit of the Group’s financial statements
30
30
Exceptional items include, inter alia:
Fair value adjustments on marketable securities
61
17
Impairment of inventories
150
-
Notes to the Financial Statements
For the year ended 31 August 2022
39
7.
Personnel expenses
The aggregate remuneration comprised (including Executive Directors):
2022
2021
US$’000
US$’000
Wages and salaries
186
309
Compulsory social security contributions
4
2
Total personnel expenses
190
311
REMUNERATION OF GROUP EXECUTIVE DIRECTORS
Please see Directors’ emoluments note 30.
PENSION FUNDS
The group provides for pensions on the retirement of employees by means of the compulsory Zimbabwean National Social
Security Authority (NSSA) fund and the Cambria Staff Pension fund administered on our behalf by Old Mutual. Contributions
for the year were as follows:
COMPANY
EMPLOYEES
TOTAL
2022
US$’000
US$’000
US$’000
NSSA
2
2
4
Cambria Staff Pension Fund
-
-
-
Total
2
2
4
The average number of employees (including Executive Directors) in continuing operations was:
2022
NUMBER
2021
NUMBER
Fintech
9
9
Industrial chemicals
-
1
Head Office
-
2
Total
9
12
8.
Net finance income/(costs)
2022
US$’000
2021
US$’000
Recognised in Statement of Profit or Loss:
Bank interest receivable
12
-
Finance income
12
-
Bank interest payable
-
-
Loan interest payable
(5)
(22)
Finance costs
(5)
(22)
Net finance income/(costs)
7
(22)
Notes to the Financial Statements
For the year ended 31 August 2022
40
9.
Taxation
2022
US$’000
2021
US$’000
Income tax recognized in the Statement of Profit or Loss
Current tax expense
Current period
137
88
Deferred tax expense
Origination and reversal of temporary differences
7
7
Total income tax charge in Statement of Profit or Loss
144
95
2022
US$’000
2021
US$’000
Profit before tax
139
276
Income tax using the Zimbabwean corporation tax rate 24.72% (2021: 24.72%)
(33)
(68)
Net losses where no group relief is available
(111)
(27)
Total income tax charge in Statement of Profit or Loss
(144)
(95)
DEFERRED TAX
2022
US$’000
2021
US$’000
Relating to temporary tax differences in subsidiaries
1
7
Total
1
7
Corporation tax for Zimbabwean entities is calculated at 24.72% (2021: 24.72%) of the estimated assessable profit for the year.
Taxation for other jurisdictions is calculated at the rates prevailing in the respective jurisdictions.
Deferred tax assets are only recognised to the extent that there are available & offsetting deferred tax liabilities, unless the
entity is reasonably assured of earning sufficient future profits to offset against any future tax liabilities.
10.
(Loss)/Earnings per share
The calculation of basic and diluted earnings per share at 31 August 2022 has been based on the earnings attributable to
ordinary shareholders for continuing and discontinued operations at the weighted average of ordinary shares outstanding
during the year as detailed in the table below:
EARNINGS ATTRIBUTABLE TO ORDINARY SHAREHOLDERS
2022
EARNINGS
PER SHARE
US$ CENTS
2022
US$’000
2021
EARNINGS
PER SHARE
US$ CENTS
2021
US$’000
(Loss)/Earnings for the purposes of basic earnings and dilutive per share being
net earnings attributable to equity holders of the parent
(0.03)
(178)
0.02
82
- continuing operations
(0.03)
(178)
0.02
82
- discontinued operations
-
-
-
-
WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES
2022
2021
NOTE
000’S
000’S
Weighted average number of ordinary shares for the purposes of calculating basic
and dilutive earnings per share
544,576
544,576
Actual number of shares outstanding at the end of the year
20
544,576
544,576
Notes to the Financial Statements
For the year ended 31 August 2022
41
11.
Property, plant and equipment
2022 GROUP
FREEHOLD
FURNITURE
LAND &
PLANT &
MOTOR
FIXTURES &
BUILDINGS
US$’000
MACHINERY
US$’000
VEHICLES
US$’000
FITTINGS
US$’000
TOTAL
US$’000
Cost or valuation
At 1 September 2021
2,317
32
222
1,264
3,835
Additions in year
-
-
-
6
6
Revaluations
-
-
-
-
-
Disposals in year
-
-
(37)
(17)
(54)
Balance at 31 August 2022
2,317
32
185
1,253
3,787
Accumulated depreciation
At 1 September 2021
(35)
(32)
(222)
(1,229)
(1,518)
Disposals in year
-
-
37
-
37
Depreciation charge for the year
-
-
-
-
-
Balance at 31 August 2022
(35)
(32)
(185)
(1,229)
(1,481)
Carrying amounts
-
-
-
-
-
At 31 August 2022
2,282
-
-
24
2,306
At 31 August 2021
2,282
-
-
35
2,317
2021 GROUP
FREEHOLD
FURNITURE
LAND &
PLANT &
MOTOR
FIXTURES &
BUILDINGS
US$’000
MACHINERY
US$’000
VEHICLES
US$’000
FITTINGS
US$’000
TOTAL
US$’000
Cost or valuation
At 1 September 2020
2,517
83
406
1,275
4,281
Additions in year
-
-
-
-
-
Revaluations
(200)
-
-
-
(200)
Disposals in year
-
(51)
(184)
(11)
(246)
Balance at 31 August 2021
2,317
32
222
1,264
3,835
Accumulated depreciation
At 1 September 2020
(35)
(79)
(380)
(1,183)
(1,677)
Disposals in year
-
47
179
9
235
Depreciation charge for the year
-
-
(21)
(55)
(76)
Balance at 31 August 2021
(35)
(32)
(222)
(1,229)
(1,518)
Carrying amounts
At 31 August 2021
2,282
-
-
35
2,317
At 31 August 2020
2,482
4
26
92
2,604
VALUATIONS
LE HAR (PRIVATE) LIMITED – PROPERTY
An external, professional and independent valuer with appropriate and recognised qualifications, Hollands Estate Agents
Harare (‘Hollands’) carried out a valuation of the freehold land and buildings as at 27 January 2022, with reference to observed
market evidence. The directors having considered the Hollands report consider this value to be an accurate reflection of the
fair value at 31 August 2022 being US$2.3 million (2021: US$2.3 million). The Directors consider the fair value at the reporting
date to not be materially different from the carrying value.
Notes to the Financial Statements
For the year ended 31 August 2022
42
12.
Goodwill
As at 31 August 2022, the consolidated Statement of Financial Position included goodwill of US$717,000 (2021 US$717,000).
Goodwill is allocated to the Group’s cash-generating units (“CGUs”), or groups of cash-generating units, that are expected to
benefit from the synergies of the business combination that gave rise to the goodwill as follows:
ORIGINAL
COST AT
1 SEPTEMBER
CARRYING VALUE
AT 1 SEPTEMBER
ACCELERATED
CARRYING VALUE
AT 31 AUGUST
COST
2021
2021
WRITE-OFF
2022
US$’000
US$’000
US$’000
US$’000
US$’000
Payserv Africa Limited
717
717
717
-
717
Total
717
717
717
-
717
ESTIMATES AND JUDGEMENTS
The following assumptions are held in the assessment on the impairment or otherwise of goodwill:
•
Growth rates are based on a range of growth rates that reflect the products, industries and countries in which the
relevant CGU or group of CGUs operate. Growth rates have been calculated based on management’s expected forecast
volumes and cash generation in place at the date of this report and taking factors existing at that date into
consideration.
•
The key assumptions on which the cash flow projections for the most recent forecast are based relate to discount
rates, growth rates, expected changes in selling prices and direct costs over a 5 year period.
•
The cash flow projections have been discounted using rates based on the Group’s pre-tax weighted average cost of
capital. Sensitivity analyses were performed varying the discount rate applied up to 40%.
•
Changes in selling price and direct costs are based on past results and expectations of future changes in the market.
•
In respect of the value in use calculations, cash flows have been considered for both the conservative and the full
forecast potential of future cash-flows with no impact to the valuation of goodwill.
IMPAIRMENT LOSS
The Group tests goodwill annually for impairment or more frequently if there are indications that goodwill might be impaired.
The Directors believe that the value of the Group’s investments exceeds the reported value thereof and that the respective book
values adequately reflect the value of the Group’s investments and proprietary technologies. The Directors do not believe any
impairment to goodwill is necessary in the current period.
Notes to the Financial Statements
For the year ended 31 August 2022
43
13.
Intangible assets
ORIGINAL
COST
NET BOOK
VALUE AT
1 SEPTEMBER 2021
ADDITIONS
DISPOSALS
AMORTISATION
CLOSING
BALANCE AT
31 AUGUST 2022
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
Payserv software licenses
1,538
1
-
-
(1)
-
Total
1,538
1
-
-
-
-
AMORTISATION
The amortisation charge is recognised within operating expenses (note 6) in the Statement of Profit or Loss. The Group tests
other intangible assets for impairment if there are indications that they might be impaired.
The amortisation periods for intangible assets are:
Software licenses
3 years
14.
Investments in subsidiaries and Investments at Fair Value
The Company has investments in the following subsidiaries which principally affect the profits and/or net assets of the
Company. The direct investments in subsidiaries held by the Company are stated at cost. These are subject to impairment
testing.
COUNTRY OF INCORPORATION OWNERSHIP INTEREST
2022
2021
AF Philip & Company (Pvt) Limited
Zimbabwe
78.20%
78.20%
African Solutions Limited
Mauritius
100%
100%
Autopay (Pvt) Limited
Zimbabwe
100%
100%
Gardoserve (Pvt) Limited
Zimbabwe
100%
100%
Lanuarna Trust
Mauritus
100%
100%
Le Har (Pvt) Limited
Zimbabwe
100%
100%
LonZim Enterprises Limited
United Kingdom
100%
100%
LonZim Holdings Limited*
Isle of Man
100%
100%
Para Meter Computers (Pvt) Limited
Zimbabwe
100%
100%
Paynet Zimbabwe (Pvt) Limited
Zimbabwe
100%
100%
Payserv (Pvt) Limited
Zimbabwe
100%
100%
Payserv Africa Limited
Mauritius
100%
100%
Payserv Zimbabwe (Pvt) Limited
Zimbabwe
100%
100%
Quintech Investments (Pvt) Limited
Zimbabwe
100%
100%
Tradanet (Pvt) Limited
Zimbabwe
51.0%
51.0%
Yellowwood Projects (Pvt) Limited
Zimbabwe
100%
100%
*Held directly by Cambria Africa Plc.
Notes to the Financial Statements
For the year ended 31 August 2022
44
14.
Investments in subsidiaries and Investments at Fair Value (continued)
NON-CONTROLLING INTERESTS (“NCI”) – TRADANET
Ottonby Trading (Pvt) Ltd (address: Northridge Park, Northend Close, Harare, Zimbabwe) holds a 49% interest in Tradanet
(Pvt) Ltd. Tradanet’s salient financial information is as follows:
2022
US$’000
2021
US$’000
Profit attributable to NCI
173
99
Dividends paid to NCI
(195)
(112)
Accumulated NCI at year end
425
477
Non-current assets
6
3
Current assets
46
62
Non-current liabilities
-
-
Current liabilities
164
72
Cash flow from operations
347
(19)
Cash utilised in investing activities
(3)
-
Cash (utilised in)/generated from financing activities (including dividends)
(397)
(227)
Cash and cash equivalents
9
62
NON-CONTROLLING INTERESTS (“NCI”) – A F PHILIP & COMPANY
The Radar investment is held through Paynet’s 78.2% (2021: 78.2%) interest in AF Philip. AF Philip holds a 15.65% interest
in Hinshaw (Pvt) Ltd (Hinshaw) which, through its wholly owned subsidiaries, holds a 79.65% interest in Radar. Radar is a
public but unlisted company incorporated in Zimbabwe and has interests in brick manufacturing through Macdonald Bricks
and is also the owner of prime development land as well as a portfolio of residential properties. Constold (Pvt) Ltd (address:
4th floor, Tanganyika House, 3rd Street, Harare, Zimbabwe) holds a 21.8% (FY 2021: 21.8%) interest in AF Philip.
AF Philip is consolidated into Cambria’s Statement of Financial Position with the Radar investment reflected at a fair value of
US$2.23 million (US$1.74 million after minority interests) translating into 35 US cents per Radar share.
In the post balance sheet period, the Company has conditionally agreed to sell its 78.2% shareholding in A.F. Philips (Pvt)
Ltd (“AFP”) for a sum of US $1.74 million in cash. This amount is equivalent to the book value of its shareholding in AFP at
31 August 2022. The sale is subject to conditions precedent which the Company has reasonable cause to believe will be met
and that the full purchase price will be realized at the holding Company level. The gross investment of US$2.23 million
(US$1.74 million net of minority interests) has been classified as held for sale and presented separately in the statement of
financial position.
AF Philip which is on level 2 of the fair value hierachy is included under the Central Segment. It’s salient financial information
is as follows:-
2022
US$’000
2021
US$’000
Profit attributable to NCI
-
-
Dividends paid to NCI
-
-
Accumulated NCI at year end
486
486
Non-current assets
2,228
2,228
Current assets
-
-
Non-current liabilities
-
-
Current liabilities
-
-
Cash flow from operations
-
-
Cash utilised in investing activities
-
-
Cash utilised in financing activities (including dividends)
-
-
Cash and cash equivalents
-
-
Notes to the Financial Statements
For the year ended 31 August 2022
45
15.
Inventories
GROUP 2022
US$’000
GROUP 2021
US$’000
Raw materials and consumables
8
158
Finished goods
-
-
8
158
During FY 2022 $150,000 inventories comprising raw materials and consumables were impaired after review of the materials
held and their net realisable values. The impairment has been included in exceptional items on the Consolidated Statement of
Profit or Loss.
16.
Financial assets at fair value through profit or loss
GROUP 2022
US$’000
GROUP 2021
US$’000
Quoted investments – included in non-current assets
155
184
Quoted investments – included in current assets
28
75
Total
183
259
QUOTED INVESTMENTS PORTFOLIO:
GROUP 2022
US$’000
GROUP 2021
US$’000
Balance at 1 September
259
217
Acquired during the year
32
-
Gain/(Loss) on fair valuation during the year
(108)
42
Balance at end of the year
183
259
Quoted Investments consists of:
•
204,047 Old Mutual Ltd shares held by the Company at fair value of $122,820 and 2,692 Nedbank Ltd shares at fair
value of $32,312 on 31 August 2022. The Nedbank shares were received as a dividend in specie from Old Mutual.
•
A portfolio of $27,958 worth of listed shares managed by an asset management company who makes all the decisions
regarding the sale and purchase of these listed shares. This investment is also held at fair value with a fair value loss
of $47,000 during FY 2022. The portfolio, which was purchased in ‘payment’ of a trade vendor liability which could
not be settled due to Zimbabwe foreign currency constraints at the time, is callable at the option of the vendor. See
note 22.
17.
Trade and other receivables
GROUP
COMPANY
GROUP
COMPANY
2022
2022
2021
2021
US$’000
US$’000
US$’000
US$’000
Amounts owed by Group undertakings
-
2,995
-
2,995
Trade receivables
64
-
107
-
Other receivables
Prepayments and accrued income
78
48
-
48
-
20
-
Total
142
3,043
155
3,015
No interest is charged on receivables.
Notes to the Financial Statements
For the year ended 31 August 2022
46
17.
Trade and other receivables (continued)
The Directors consider the carrying amount of trade and other receivables as approximates of their fair value. In determining
the recoverability of the trade receivable, the Group considers any change in the credit quality of trade receivables from the
date credit was initially granted up to the reporting date. 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.
CREDIT RISK
The Group’s credit risk is primarily attributable to its trade receivables. The amounts presented in the Statement of Financial
Position are net of allowances for doubtful receivables. An allowance for impairment is made where there is an identified loss
event which, based on previous experience, is evidence of a reduction in the recoverability of the cashflows. The inputs and
assumptions used in the measurement of possible credit losses include macro-economic conditions in Zimbabwe (e.g., GDP
growth, Interest Rates, Inflation Rates), customer specific engagement on the state of their business, and weekly cash-flow and
receivable analyses to serve as early indications of delays in payments.
18.
Cash and cash equivalents
19.
Capital and reserves
REVALUATION RESERVE
The revaluation reserve relates to property, plant and equipment which has been revalued in the Zimbabwean subsidiaries
Payserv Zimbabwe (Private) Limited and Le-Har (Private) Limited. In accordance with IAS 29, these reserves were re-allocated
to retained earnings during FY 2019.
FOREIGN EXCHANGE RESERVE
This reserve arises on the translation of subsidiary entities where their functional currency is not United States Dollars, the
presentational currency of the Group. The Company foreign exchange currency reserve relates to the translation of net assets
due to a change in the functional currency of the Company from Pounds Sterling to United States Dollars.
NON-DISTRIBUTABLE RESERVE
The non-distributable reserve arises on the restatement of the assets and liabilities on Dollarization in Zimbabwe. Amounts
held within this reserve are ring fenced from retained earnings. Distributions can only be made from retained earnings and not
from the non-distributable reserve. Amounts transferred to the non-distributable reserve are determined by the directors as
necessary, unless specifically required to do so as part of any financing arrangements.
GROUP
2022
US$’000
COMPANY
2022
US$’000
GROUP
2021
US$’000
COMPANY
2021
US$’000
Bank balances
1,263
9
1,547
160
Cash on hand
-
-
109
109
Net cash and cash equivalents in Statement of Financial Position
1,263
9
1,656
269
Notes to the Financial Statements
For the year ended 31 August 2022
47
20.
Share capital & share premium
ORDINARY SHARES 2022
ORDINARY SHARES 2021
All shares issued are classed as Ordinary Shares with a par value of 0.01 pence each and are all ranked equally. There are no
other classes of shares in issue. No warrants were granted during the current financial year and no warrants are outstanding.
The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per
share at meetings of the Company. All shares rank equally with regard to the Company’s residual assets.
The Directors are authorised in any period between consecutive annual general meetings, or consecutive 12-month periods, to
allot any number of ordinary shares on such terms as they shall, in their discretion, determine up to such maximum number as
represents 50 per cent of the issued share capital at the beginning of such period. Further ordinary shares may also be allotted
on terms determined by the Directors but subject to the pre-emption rights prescribed by Section 36 of the Isle of Man
Companies Act 2006.
SHARE PREMIUM
The share premium represents the value of the premium arising on shares issued as follows:
16 July 2018
190,736,593 ordinary shares at a price of 1.0p per share (US$ 2,706,084)
22 February 2017
140,918,606 ordinary shares at a price of 1.0p per share (US$ 1,736,223).
17 April 2015
107,000,000 ordinary shares at a price of 0.85p per share (US$1,337,000).
6 March 2014
4,133,333 ordinary shares at a price of 7.5p per share (US$508,000).
4 March 2014
28,272,806 ordinary shares at a price of 7.5p per share (US$3,475,000 of which US$719,000 related
to settlement of expenses and liabilities).
1 October 2012
8,615,115 ordinary shares at a price of 10p per share (US$1,400,000).
16 September 2011
3,988,439 ordinary shares at a price of 23p per share (US$1,448,000).
10 December 2010
17,813,944 ordinary shares at a price of 28p per share net of issue costs of £143,000 (US$7,646,000).
9 December 2009
4,255,525 ordinary shares at a price of 27.5p per share net of issue costs of £58,000 (US$1,820,000).
14 July 2009
Cost of purchasing and cancelling 4,374,000 shares at 30.5p per share (US$2,174,000).
11 December 2007
36,450,000 ordinary shares at a price of 100p per share net of issue costs of £2,753,000
(US$68,659,000).
NUMBER
SHARE
CAPITAL
US$’000
SHARE
PREMIUM
US$’000
NUMBER
SHARE
CAPITAL
US$’000
SHARE
PREMIUM
US$’000
Issued and fully paid
At 1 September
544,575,605
77
88,459
544,575,605
77
88,459
Issued in period
-
-
-
-
-
-
At 31 August
544,575,605
77
88,459
544,575,605
77
88,459
Notes to the Financial Statements
For the year ended 31 August 2022
48
21.
Share options
All share options issued in prior years have now expired and were not exercised.
22.
Loans and borrowings – long term
GROUP
COMPANY
GROUP
COMPANY
2022
2022
2021
2021
US$’000
US$’000
US$’000
US$’000
Other trade payables
-
-
90
-
Total
-
-
90
-
Other non-current trade payables are in respect of historic Paywell software license fees within the Payserv Group. A portion
of this which could not be remitted due to Zimbabwean foreign currency constraints at the time and was invested in a portfolio
of quoted shares, currently valued at $28,000 as disclosed in note 16.
23.
Deferred tax liabilities
RECOGNISED DEFERRED LIABILITIES
The following are the major deferred tax liabilities recognised by the Group and movements thereon during the current year.
GROUP
2022
2021
ACCELERATED TAX
ACCELERATED TAX
DEPRECIATION
US$’000
TOTAL
US$’000
DEPRECIATION
US$’000
TOTAL
US$’000
At 1 September
189
189
193
193
Recognised directly in reserves
-
-
-
-
Other movements
(1)
(1)
(4)
(4)
At 31 August
188
188
189
189
Deferred tax assets off set against deferred tax liabilities in the period were US$ nil (2021: US$ nil).
24.
Loans and borrowings – short term
GROUP
COMPANY
GROUP
COMPANY
2022
2022
2021
2021
US$’000
US$’000
US$’000
US$’000
VAL Bridging Loan
-
-
101
101
CABS Loan – short term portion
-
-
-
-
Total
-
-
101
101
The VAL Bridging Facility was owed to Ventures Africa Ltd (VAL), the majority shareholder of the Company and the ultimate
beneficial owner of which was Mr Samir Shasha, the CEO of the Company. It carried interest of 10% per annum and the full
amount was settled during the year.
Notes to the Financial Statements
For the year ended 31 August 2022
49
25.
Trade and other payables
GROUP
COMPANY
GROUP
COMPANY
2022
2022
2021
2021
US$’000
US$’000
US$’000
US$’000
Trade payables
348
82
210
84
Non-trade payables and accrued expenses
-
1,581
-
1,587
Total
348
1,663
210
1,671
Current tax liability
141
-
107
-
Total
489
1,663
317
1,671
Trade payables and accruals principally comprise amounts outstanding for trade purchases and on-going costs. The Directors
consider that the carrying amount of trade payables as approximates to their fair value.
Non-trade payables in the Company financial statements relate to intercompany payables to Payserv Africa Limited
($1.47 million), Paynet Zimbabwe ($60,000), Millchem Zimbabwe ($49,000) and Le Har ($2,000).
26.
Notes to the statement of cash flows – Consolidated & Company
GROUP 2022
US$’000
GROUP 2021
US$’000
(Loss)/profit for the year
(5)
181
Adjusted for:
Amortisation of intangible assets
1
1
Depreciation of property, plant and equipment
-
50
Profit on sale of property, plant and equipment
-
(97)
Fair value adjustments on marketable securities
61
54
Valuation adjustments to inventories, receivables and other assets
150
-
Finance income
(12)
-
Finance costs
5
22
(Decrease) in provisions
-
(1)
Income tax charge
144
95
Operating cash flows before movements in working capital
344
305
Increase in inventories
-
(56)
Decrease /(Increase) in trade and other receivables
13
(4)
Increase/(Decrease) in trade and other payables
138
(43)
Cash generated from operations
495
202
COMPANY
US$’000
COMPANY
US$’000
Loss for the year
(152)
(164)
Adjusted for:
Finance costs
5
21
Profit / (Loss) on marketable securities
61
15
Operating cash flows before movements in working capital
(86)
(128)
Decrease in trade and other receivables
(28)
169
Increase/(Decrease) in trade and other payables
(8)
416
Cash (utilized in)/generated fromoperations
(122)
457
Notes to the Financial Statements
For the year ended 31 August 2022
50
27.
Financial instruments
The Group has exposure to the following risks from its use of financial instruments:
a.
credit risk
b.
liquidity risk
c.
market risk (comprises: foreign currency risk and interest rate risk)
This note presents information about the Group’s exposure to each of the above risks, the Group’s objectives, policies and
processes for measuring and managing risk, and the Group’s management of capital. Further quantitative disclosures are
included throughout these consolidated financial statements. The Board of Directors has overall responsibility for the
establishment and oversight of the Group’s risk management framework.
RISK MANAGEMENT FRAMEWORK
The Group’s risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate
risk limits and controls, and to monitor risks and adherence to limits. The Group’s risk management policies are established to
identify and analyse the risks faced by the Group, to set appropriate risk limits and controls, and to monitor risks and adherence
to limits.
CREDIT RISK MANAGEMENT
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group.
The Group has adopted a policy of only dealing with creditworthy counterparties and obtaining sufficient collateral where
appropriate, as a means of mitigating the risk of financial loss from defaults. The Group’s exposure and the credit ratings of its
counter-parties are regularly monitored and the aggregate value of transactions concluded is spread amongst approved
counter-parties.
Based on historical patterns, the Group considers a financial asset to be in default when the borrower/debtor is unlikely to pay
its credit obligations to the Group in full, evidenced by:
•
the borrower/debtor not fulfilling its commitments in terms of its agreed upon terms and conditions either in relation
to its initial contract or its subsequent payment arrangement with the Group;
•
the borrower/debtor not responding to the Group’s letters of demand for payment; and
•
outstanding amounts subsequently handed over to legal.
Trade receivables consist of a large number of customers and spread across diverse industries. Ongoing credit evaluation is
performed on the financial condition of accounts receivable and, where appropriate, credit guarantee insurance cover is
purchased. The Group does not have any significant credit risk exposure to any single counterparty or any group of
counterparties having similar characteristics. The credit risk on liquid funds and derivative financial instruments is limited
because the counterparties are banks with high credit ratings assigned by international credit rating agencies.
The carrying amount of financial assets recorded in the financial statements, net of any allowances for losses, represents the
Group’s maximum exposure to credit risk without taking account of the value of any collateral obtained. At the reporting date,
there were no significant credit risks.
Notes to the Financial Statements
For the year ended 31 August 2022
51
27. Financial instruments (continued)
EXPOSURE TO CREDIT RISK
The carrying amount of financial assets represents the maximum credit exposure. Therefore, the Group and Company’s
maximum exposure to credit risk at the reporting date, being the total of the carrying amount of financial assets, excluding
equity investments, is shown in the table below.
The maximum exposure to credit risk for financial assets at the reporting date by geographic region was:
The maximum exposure to credit risk for trade and other receivables at the reporting date by type of counter-party was:
GROUP
COMPANY
GROUP
COMPANY
2022
US$’000
2022
US$’000
2021
US$’000
2021
US$’000
Trade customers and other receivables
142
48
155
22
Amounts owed by Group undertakings
-
2,995
-
2,878
Total
142
3,043
155
2,900
The ageing of trade and other receivables at the reporting date was as follows:
GROSS
IMPAIRMENT
TOTAL
2022
US$’000
2022
US$’000
2022
US$’000
Neither past nor impaired
63
-
63
Past due 1-30 days
18
-
18
Past due 31-60 days
1
-
1
Past due 61-90 days
2
-
2
Past due 91-days +
-
-
-
Other receivables
58
-
58
Total
142
-
142
Based on the Group’s monitoring of customer credit risk, the Group believes that no further impairment allowance is necessary
in respect of trade receivables not past due.
GROUP
COMPANY
GROUP
COMPANY
2022
2022
2021
2021
NOTE
US$’000
US$’000
US$’000
US$’000
Cash and cash equivalents
18
1,263
9
1,656
269
Trade and other receivables
17
142
48
155
22
Amounts owed by group undertakings
17
-
2,995
-
2,995
Financial assets
16
183
155
259
184
Total
1,588
3,207
2,070
3,470
GROUP
COMPANY
GROUP
COMPANY
2022
2022
2021
2021
US$’000
US$’000
US$’000
US$’000
United Kingdom
57
57
568
291
Zimbabwe
402
3,150
382
3,176
Mauritius
1,129
-
1,120
-
Total
1,588
3,207
2,070
3,467
Notes to the Financial Statements
For the year ended 31 August 2022
52
27.
Financial instruments (continued)
LIQUIDITY RISK MANAGEMENT
Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities
that are settled by delivering cash and other financial assets.
Ultimate responsibility for liquidity risk management rests with the Board of Directors, which has built an appropriate liquidity
risk management framework for the management of the Group’s short, medium and long-term funding and liquidity
management requirements.
The board manages liquidity risk by raising adequate reserves, banking facilities and reserve borrowing facilities and by
regularly monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities.
The following are the contractual, undiscounted maturities of financial liabilities, including estimated interest payments and
excluding the effect of netting arrangements:
GROUP
CONTRACTUAL CASH FLOWS 2022
CONTRACTUAL CASH FLOWS 2021
CARRYING
AMOUNT
1 YEAR
OR LESS
2 TO <5
YEARS
CARRYING
AMOUNT
1 YEAR
OR LESS
2 TO <5
YEARS
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
Trade and other payables
348
348
-
210
120
90
Loans and borrowings
-
-
-
101
101
-
Total
348
348
-
311
221
90
COMPANY
CONTRACTUAL CASH FLOWS 2022
CONTRACTUAL CASH FLOWS 2021
CARRYING
AMOUNT
1 YEAR
OR LESS
2 TO <5
YEARS
CARRYING
AMOUNT
1 YEAR
OR LESS
2 TO <5
YEARS
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
Trade and other payables
1,663
1,663
-
1,671
1,671
-
Loans and borrowings
-
-
-
101
101
-
Total
1,663
1,663
-
1,772
1,772
-
Notes to the Financial Statements
For the year ended 31 August 2022
53
27.
Financial instruments (continued)
FOREIGN CURRENCY RISK MANAGEMENT
The Group is exposed to foreign currency risk on sales, purchases and borrowings that are denominated in a currency other
than United States Dollars. The currency giving rise to this risk is primarily the Zimbabwe Dollar (ZWL), since its adoption as
the functional currency in the Zimbabwe entities since 22 February 2019, and to a lesser extend Pound Sterling in which some
of the Group’s central overheads are denominated. In respect of other monetary assets and liabilities held in currencies other
than United States Dollars, the Group ensures that the net exposure is kept to an acceptable level, and actively monitors the
exchange rate market to ensure the net equity in its Statement of Financial Position is preserved as much as possible. The
following significant exchange rates applied during the year:
AVERAGE
RATE
REPORTING DATE
SPOT RATE
AVERAGE
RATE
REPORTING DATE
SPOT RATE
2022
2022
2021
2021
Zimbabwe Dollar (ZWL)
216.9600
546.8254
26.5568
85.094
Pounds Sterling (GBP)
0.7757
0.8557
0.7388
0.7341
Euro (EUR)
0.9155
0.9961
0.8443
0.8793
South African Rand ( ZAR)
15.7304
16.8959
15.0115
14.7918
The Group does not account for any fixed rate financial assets or liabilities at fair value through profit or loss. At the reporting
date the interest rate profile of the Group’s interest-bearing financial instruments was as follows:
CARRYING VALUE
2022
US$’000
2021
US$’000
FIXED RATE INSTRUMENTS
Financial assets
-
-
Financial liabilities
-
(101)
Total
-
(101)
VARIABLE RATE INSTRUMENTS
Financial assets
Financial liabilities
1,263
-
1,656
-
Total
1,263
1,656
Notes to the Financial Statements
For the year ended 31 August 2022
54
27.
Financial instruments (continued)
SENSITIVITY ANALYSIS
In managing foreign currency risks the Group aims to reduce the impact of short and long-term fluctuations on the Group’s
earnings. A 10 percent strengthening/weakening of the listed currencies against the USD at 31 August 2022 would have
increased / (decreased) equity and profit or loss by the amounts shown below. This analysis assumes that all other variables,
in particular interest rates, remain constant and ignores any impact of Legacy Debt’s registered with the RBZ at
ZWL1.00:USD1:00 which would help to absorb the impact of movements in the ZWL. It also ignores the possible impact on
forecast sales and purchases.
The carrying amount of the Group’s foreign currency denominated monetary assets and monetary liabilities at the reporting
date and their sensitivity is as follows:
EXPOSURE IN STATEMENT
OF FINANCIAL POSITION
STRENGTHENING
CURRENCY
WEAKENING
CURRENCY
US$’000
US$’000
US$’000
31 AUGUST 2022
Zimbabwe Dollar (ZWL)*
49
5
(4)
Pounds Sterling (GBP)
13
1
(1)
31 AUGUST 2021
Zimbabwe Dollar (ZWL)*
38
4
(3)
Pounds Sterling (GBP)
3
1
(1)
* Excluding the impact of Legacy Debt’s registered with the RBZ at ZWL1.00:USD1.00 which acts as a hedge against currency fluctuations.
INTEREST RATE RISK MANAGEMENT
The Company does not believe it faces significant risk from its interest rate exposure. The Company has only one lender,
Encyclia Logistics Limited (Encyclia), which holds 69.2% of the Company’s equity. The borrowing from Encyclia was settled
during the year.
As a related party, Encyclia has established interest rates at the same levels which its funding was used to displace former
lenders and maintained parity with rates which the Company has been able to obtain funding at in Zimbabwe.
CAPITAL MANAGEMENT
The Board’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain
future development of the business. Capital consists of ordinary shares, retained earnings and non-controlling interests of the
Group. The Board of Directors monitors the return on capital, which the Group defines as net operating income divided by total
shareholders’ equity, excluding non-redeemable preference shares and non-controlling interests. The Board of Directors also
monitors the level of dividends to ordinary shareholders.
The Board seeks to maintain a balance between higher returns that might be possible with high levels of borrowings and the
advantages and security afforded by a sound capital position.
Notes to the Financial Statements
For the year ended 31 August 2022
55
27.
Financial instruments (continued)
FAIR VALUES
The fair values of financial assets and liabilities, together with the carrying amounts shown in the Statement of Financial
Position are as follows:
CARRYING
AMOUNT
FAIR VALUE
2021
2021
COMPANY
HIERARCHY
US$’000
US$’000
Cash and cash equivalents
Level 3
269
269
Trade and other receivables
Level 3
3,015
3,015
Quoted investments portfolio
Level 1
184
184
Trade and other payables
Level 3
(1,671)
(1,671)
Loans and borrowings
Level 3
(101)
(101)
Total
1,696
1,696
CARRYING
AMOUNT
FAIR VALUE
GROUP
HIERARCHY
2022
US$’000
2022
US$’000
Cash and cash equivalents
Level 3
1,263
1,263
Trade and other receivables
Level 3
142
142
Quoted investment portfolio
Level 1
183
183
Investment Property
Level 2
2,300
2,300
Investment at Fair Value (Hinshaw (Radar))
Level 2
2,228
2,228
Trade and other payables
Level 3
(348)
(348)
Loans and borrowings
Level 3
-
-
Total
5,768
5,768
CARRYING
AMOUNT
FAIR VALUE
GROUP
HIERARCHY
2021
US$’000
2021
US$’000
Cash and cash equivalents
Level 3
1,656
1,656
Trade and other receivables
Level 3
155
155
Quoted investment portfolio
Level 1
259
259
Investment Property
Level 2
2,300
2,300
Investment at Fair Value (Hinshaw (Radar))
Level 2
2,228
2,228
Trade and other payables
Level 3
(210)
(210)
Loans and borrowings
Level 3
(101)
(101)
Total
6,287
6,287
CARRYING
AMOUNT
FAIR VALUE
2022
2022
COMPANY
HIERARCHY
US$’000
US$’000
Cash and cash equivalents
Level 3
9
9
Trade and other receivables
Level 3
3,043
3,043
Quoted investment portfolio
Level 1
155
155
Trade and other payables
Level 3
(1,663)
(1,663)
Loans and borrowings
Level 3
-
-
Total
1,544
1,544
Notes to the Financial Statements
For the year ended 31 August 2022
56
27.
Financial instruments (continued)
THE FAIR VALUE OF ASSETS AND LIABILITIES CAN BE CLASSED IN THREE LEVELS.
Level 1 Fair values measured using quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 Fair values measured using inputs other than quoted prices included within Level 1 that are observable for the asset or
liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
Level 3 Fair values measured using inputs for the asset or liability that are not based on observable market data (i.e.
unobservable inputs).
ESTIMATION OF FAIR VALUES
The following, read with note 4, summarises the major methods and assumptions used in estimating the fair values of financial
instruments reflected in the above tables.
CASH AND CASH EQUIVALENTS
Fair value approximates its carrying amount largely due to the short-term maturities of this instrument.
LOANS AND BORROWINGS
Fair value has been derived from discounting future cash flows at the cost of debt.
TRADE RECEIVABLES AND PAYABLES
For receivables and payables with a remaining life of less than one year, the notional amount is deemed to reflect the fair value.
QUOTED INVESTMENT PORTFOLIO
Fair value has been derived from quoted prices.
28.
Capital commitments
The capital commitments at 31 August 2022 were US$ nil (2021: US$ nil).
29.
Contingent liabilities
The Group had no outstanding contingent liabilities at the reporting date.
30.
Related parties
IDENTITY OF RELATED PARTIES
The Group has a related party relationship with its subsidiaries (see note 14) and with its Directors and executive officers.
Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and
there is no requirement for them to be disclosed in this note.
Notes to the Financial Statements
For the year ended 31 August 2022
57
GROUP AND COMPANY
No amounts were due to Directors at 31 August 2022 in respect of Directors fees or otherwise, nor had any Directors fees been
paid in the year under review.
Encyclia Logistics Limited (“Encyclia”) is the controlling shareholder of Cambria with a 69.2% interest as at 31 August 2022
after Ventures Africa Limited (“VAL”), a wholly owned subsidiary of Encyclia, ceded and assigned its rights and title in its
shareholding and amounts owing to it by Cambria to Encyclia. Mr. Samir Shasha is the ultimate beneficial owner of Encyclia
and is the CEO and Director of Cambria. VAL provided loan funding to Cambria in the form of the Ventures Africa Limited
Bridging Facility as set out in note 24. Interest accrued during the year amounted to US$5,095 in respect of the Ventures Africa
Limited Bridging Facility.
TRANSACTIONS WITH SUBSIDIARY ENTITIES WITHIN THE GROUP
Paynet Zimbabwe (Private) Limited (“Paynet”), a 100% subsidiary of the Group, did not provide any services to fellow
subsidiaries in the current year.
Paynet rents its offices in Mount Pleasant, Harare from Le-Har (Pvt) Ltd, a 100% subsidiary of the Group. The lease rentals for
the year amounted to $6,440 (2021: $15,000). Paynet was not charged management fees in 2022 (2021: nil) by the holding
company, Cambria. Payserv Africa Limited did not charge license fees to Paynet for the use of its Transwitch software as the
services were discontinued (2022: nil) and African Solutions Limited charges Paynet payroll license fees which amounted to
$3,618 (2022: $2,100).
TRANSACTIONS WITH KEY MANAGEMENT PERSONNEL
Key management personnel are the holding Company Directors and executive officers. None of the current active directors
received any remuneration during the financial year.
58
Corporate Information
For the year ended 31 August 2022
REGISTERED OFFICE AND AGENT
Alta Fiduciaries
Burleigh Manor
Peel Road
Douglas
Isle of Man
IM1 5EP
Tel: +44 (0) 1624 626586
NOMINATED ADVISOR AND JOINT BROKER
WH Ireland Limited
24 Martin Lane
London
England
EC4R 0DR
Tel: +44 (0) 207 220 1666
AUDITORS
Baker Tilly Isle of Man LLC
2a Lord Street
Douglas
Isle of Man
IM1 2BD
T: +44 (0) 1624 693900
REGISTRARS
Neville Registrars Limited
Neville House,
Steelpark Road
Halesowen
England
B62 8HD
Tel: +44 (0) 12 1585 1131
PRINCIPAL GROUP BANKERS
Barclays Bank
+984th Floor Barclays House
Victoria Street
Douglas Isle of Man
IM1 2LF
Tel: +44 (0) 16 2468 4684
59
Shareholder Information
For the year ended 31 August 2022
ANALYSIS OF ORDINARY SHAREHOLDINGS AS AT 30 AUGUST 2023
Note: the shareholding analysis has been performed on 30 August 2023 incorporating changes since the year end of 31 August
2022.
NUMBER OF
HOLDERS
% OF TOTAL
HOLDERS
NUMBER OF
SHARES
% OF TOTAL
SHARES
Category of shareholder
Private shareholder
73
47.7%
20,159,572
3.7%
Banks, nominees and other corporate bodies
80
52.3%
524,416,033
96.3%
Total
153
100.00%
544,575,605
100.00%
Shareholding range
1 - 5,000
45
29.41%
83,377
0.02%
5,001 - 50,000
32
20.92%
786,037
0.14%
50,001 - 500,000
37
24.18%
8,382,268
1.54%
500,001 - 5,000,000
29
18.95%
42,989,036
7.89%
5,000,001 - 50,000,000
9
5.88%
115,334,887
21.18%
50,000,001 - 250,000,000
1
0.66%
377,000,000
69.23%
Total
153
100.00%
544,575,605
100.00%
REGISTRARS
All administrative enquiries relating to shareholdings, such as queries concerning dividend payments, notification of change of
address or the loss of a share certificate, should be addressed to the Company’s registrars.
UNSOLICITED MAIL
As the Company’s share register is, by law, open to public inspection, shareholders may receive unsolicited mail from
organisations that use it as a mailing list. Shareholders wishing to limit the amount of such mail should write to the Mailing
Preference Society, Freepost 29 Lon20771, London W1E 0ZT.
Cambria Africa Plc, Burleigh Manor, Peel Road,
Douglas, Isle of Man
IM1 5EP
(Registration Number: 001773V)
Tel: +44 (0) 203 287 8814
info@cambriaafrica.com
www.cambriaafrica.com