ULTIMA NETWORKS PLC
Company Number 01435584 (England and Wales)
ONZIMA VENTURES PLC
(FORMERLY KNOWN AS ULTIMA NETWORKS PLC)
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
ONZIMA VENTURES PLC
CONTENTS
Directors and advisors
Page
1
Financial Highlights and Strategic report
3
Directors Report
10
Corporate governance statement
Directors‘ remuneration report
Report of the independent auditor
Consolidated statement of comprehensive income
Consolidated statement of financial position
Company statement of financial position
Consolidated cash flow statement
Company cash flow statement
Consolidated statement of changes in equity
Company statement of changes in equity
16
18
20
22
23
25
27
28
29
30
Notes to the financial statements
31
ONZIMA VENTURES PLC
DIRECTORS AND ADVISORS
Gavin J Burnell
Luke S Cairns
Humayun A Mughal
Page 1
Chief Executive Officer
Non-Executive Director
Non-Executive Director
Lorraine Young Company Secretaries Limited
Company Secretary
Registered office
Website
Company number
Auditors
Accountants
Solicitors
Broker
190 High Street
Tonbridge
Kent
TN9 1BE
www.onzimaventures.com
01435584
Jeffreys Henry LLP
Finsgate
5-7 Cranwood Street
London
EC1V 9EE
Hills Jarrett LLP
Gainsborough House
Sheering Lower Road
Herts
CM21 9RG
Edwin Coe
2 Stone Buildings
Lincolns Inn
London
WC2A 3TH
Peterhouse Corporate Finance Limited
3rd Floor
New Liverpool House
15-17 Eldon St
London
EC2M 7LD
Nominated advisor
Cairn Financial Advisers LLP
61 Cheapside
London
EC2V 6AX
ONZIMA VENTURES PLC
DIRECTORS AND ADVISORS
Page 2
Principal bankers
Registrars
National Westminster Bank Plc
PO Box 113, Cavell House
2a Charing Cross Road
London
WC2H 0PD
Neville Registrars Ltd
Neville House
18 Laurel Lane
Halesowen
West Midlands
B63 3DA
ONZIMA VENTURES PLC
Page 3
FINANCIAL HIGHLIGHTS AND STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2015
The Directors present their Strategic Report on the Company for the year ended 31 December 2015.
REVIEW OF THE BUSINESS AND FUTURE DEVELOPMENTS
Following the disposal of the historical subsidiaries in October 2015, the Company commenced seeking to
implement its investing policy.
INVESTMENTS
On 7 December 2015, Onzima made its first investment acquiring 50,000,000 new ordinary shares in Glenwick plc
at a price of 0.1 pence per share, for consideration of £50,000, amounting to 20% of their fundraise.
As a result of the subscription Onzima held 3.63% of Glenwick's issued share capital as enlarged by the placing.
Glenwick is an investing company seeking to acquire companies within the natural resources sector. Initially the
geographical focus will be Australasia and North America but it may also consider other regions to the extent that its
Board considers that valuable opportunities exist and positive returns can be achieved.
Subsequent to the year-end Onzima disposed of the position receiving the sum of £75,500 net of all costs
representing a 50% return on its investment in less than one month.
Subsequent to the year-end Onzima has also made numerous other investments primarily in the natural resources
sector.
Some of those positions have been reduced or disposed of and in a number of cases the Company retains a warrant
position.
In addition, subsequent to the year end, Onzima has acquired a 49% equity stake in, and provided a £209,000 loan
facility to, N4 Pharma Limited an exciting early stage company in the pharmaceutical drug reformulation space.
The Company plans to continue implementing its investing policy and has a number of new opportunities under
review.
ONZIMA VENTURES PLC
Page 4
FINANCIAL HIGHLIGHTS AND STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2015
CHIEF EXECUTIVE OFFICER’S STATEMENT
The year ended 31 December 2015 was transformational for the Company whereby the historical subsidiaries were
disposed of and the Company became an Investing Company.
Simultaneous with the disposals and a fundraising of £750,000 before expenses, Luke Cairns and I joined the Board
as Directors to seek to implement the investing policy of the Company adopted on 14 October 2015.
We sought to immediately be active but selective in our investments and prior to the year-end we invested £50,000
in to Glenwick plc which we sold one month later at a 50% profit.
During the first half of 2016 we have continued to build the investment portfolio in line with our investing policy,
most notably with the acquisition of 49% of N4 Pharma Limited, a very exciting pharmaceutical drug reformulation
company.
In addition, we have made numerous investments in the natural resources sector including Alecto Minerals plc,
Bushveld Minerals Limited, Ferrum Crescent Limited, Hummingbird Resources plc, Jubilee Platinum plc, MX Oil
plc, Prospex Oil & Gas plc and Regency Mines plc.
In a number of cases we have reduced or disposed of our holdings and retained warrant positions.
We have now established an asset trading division and a business development division in order to separate our
various positions.
FINANCIAL
During 2015, the Company made a loss from continuing operations of £151,000 (2014: profit of £88,000).
The Company‘s assets at 31 December 2015 comprised primarily of an investment of £50,000 in Glenwick plc and
cash balances amounting to £587,000 (2014: £347,000).
REVIEW OF THE YEAR
In October 2015, Onzima disposed of its subsidiaries and raised gross proceeds of £750,000 before expenses via a
placing of new ordinary shares at a price of 0.7 pence per share simultaneously becoming an investing company
under the AIM Rules.
Onzima has since commenced implementation of its investing policy and the Board is pleased with progress made.
The Company‘s share price has increased from 0.7p to 1.7p at the time of writing.
ONZIMA VENTURES PLC
Page 5
FINANCIAL HIGHLIGHTS AND STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2015
OUTLOOK AND STRATEGY
Since the re-financing and disposal of the subsidiaries the Company has made good progress with establishing its
portfolio of interesting and attractive investments. The Company also seeks to maintain a reasonable cash balance
for the purpose of making new investments.
Since Onzima was restructured in October 2015, the main focus has been on investing in opportunities within the
natural resources sector that provide scope to make significant gains in financing their development.
Though the sector remains difficult the strategy has to date been successful and has yielded some reasonable returns
details of which shall be set out in the Company‘s 6 months results for the period ending 30 June 2016.
In order to diversify the portfolio we have also taken a significant stake in N4 Pharma Limited, an early stage but
very exciting company within the pharmaceutical space. The market has reacted well to this position and we plan in
due course to increase our exposure to this sector.
We believe that we are well placed to make some new and exciting investments and are already in discussions with
a view to adding to the portfolio.
Key Developments and Outlook
Following difficult trading circumstances during 2014 and 2015 in which the Company made operating losses, the
Company‘s previous management took action during 2015 to halt the losses through a series of actions, however
these alone were not sufficient. Additionally, the cost of maintaining the Company‘s AIM listing outweighed the
benefits. As a result the Board in place at the time came to the conclusion that the funds expended in maintaining the
AIM listing would be more effectively utilised in the pursuit of growing the bottom line of the business. The Board
negotiated a proposal, which was approved at an Extraordinary General Meeting of the Company on 14 October
2015, to dispose of the issued share capital of Cognito (the IT Services division) and UTN Solutions (the Green
technology division).
Following the disposal of the businesses, the company is now classified as an investing company under Rule 15 of
the AIM Rules. It adopted an Investing Policy which is available to view in more detail on the Company‘s website,
http://www.onzimaventures.com/.
In line with the Investing Policy, the Board have been very active and sought suitable investments, these have
included the acquisition in 2015 and subsequent disposal in early 2016 of equity in Glenwick plc in 2015, which
resulted in a 50% return on the original investment of £50,000.
Also subsequent to the year end a further investment the Board has made is N4 Pharma Limited. Onzima acquired a
49% stake in N4 Pharma for £41,000 cash together with the issue of 24,272,807 new ordinary shares in Onzima
alongside the provision of a loan facility to N4 Pharma of £209,000. N4 Pharma is a private company that develops
new versions of existing widely used drugs to provide an improved patient experience by reformulating them using
their patent protected technology platforms Cocrys® and Nuvac®. They continue to make positive progress through
research and developing technology that will, following further research, form the basis for discussions with
potential partners.
ONZIMA VENTURES PLC
Page 6
FINANCIAL HIGHLIGHTS AND STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2015
Post that investment the Company has made investments in numerous natural resource companies including Alecto
Minerals PLC, Bushveld Minerals Ltd, MX Oil plc, Ferrum Crescent Ltd, Hummingbird Resources plc and Prospex
Oil & Gas plc. In some cases the company has reduced or disposed of its equity holding and retained a warrant
position. This leaves the company well positioned with circa £400,000 of cash at bank for further new investments,
supporting existing investments and for general working capital.
It is the Board‘s intention to continue to seek suitable investments that are in line with investment policy.
Principal risks and uncertainties
Operational
The principal risks and uncertainties facing the Company are identifying suitable investments. The Board have also
identified that as investments are made, it may also require further funding, until such time as the Company is self-
funding. Until such time as the Company has grown and diversified its investment portfolio sufficiently, there is a
risk of over-exposure to any one investment. However, at this stage in the Company‘s life, the current investment
portfolio is not considered to carry such risk given the level of investment made.
The Group‘s financial instruments comprise cash and various items, such as trade receivables and trade payables
that arise directly from its operations. The Group‘s exposure to its financial instruments is not material and therefore
derivative financial instruments are not used to manage them.
The main risk arising from the Group‘s financial instruments can be analysed as follows:
Credit Risk
The Group‘s credit risk is primarily attributable to its trade receivables. Exposure to credit risk is minimised by
employing effective credit management policies and procedures. Only customers known to the Group are granted
credit terms.
Foreign currency risk
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of
the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign
currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation
are included in the consolidated statement of comprehensive income for the period.
Liquidity risk
The Group has sufficient cash resources available to meet its short term liabilities.
Cash flow Interest rate risk
The Group has no borrowings and receives variable interest based on UK bank base rates on cash balances and bank
deposits.
Payment to creditors
The Group does not follow any code or standard on payment practice and the terms and conditions for its business
transactions are agreed with individual suppliers. Payment is then made in accordance with those terms, subject to
ONZIMA VENTURES PLC
Page 6
FINANCIAL HIGHLIGHTS AND STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2015
the other terms and conditions being met by the supplier. Creditor days at the end of the year for the group were 123
days (2014:54 days).
ONZIMA VENTURES PLC
Page 7
FINANCIAL HIGHLIGHTS AND STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2015
Key Performance Indicators & Financial Performance
The Board intends to review key performance indicators as the business progresses, at this stage of the Company‘s
life cycle, it is not yet able to measure key performance indicators in any meaningful way. The Board intend to
publish key performance indicators in future years.
In the meantime, the Board confirm that the historical decision to dispose of Cognito and UTN Solutions achieved
the effect of loss of earnings per share to (2.27)pence per share ((0.86) pence per share: 2014).
At the year end the Company had cash at bank is of £0.587m. The cash is the primary asset of the Company and
enables it to select suitable investments. As identified as a risk, in time, further funding may be required which with
careful and selective investment criteria should be possible to secure.
Since the new Board members have joined the Company the share price has increased from a fundraising price of
0.7p in October 2015 to 1.7p at the time of writing.
Key performance indicators
Given the change in the business during the last year historical KPI‘s are not appropriate. The Board intends to put
in place and review key performance indicators as the business progresses. The Board intend to publish key
performance indicators in future years.
ONZIMA VENTURES PLC
Page 8
FINANCIAL HIGHLIGHTS AND STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2015
Principle risks and uncertainties
The Company presently invests a significant proportion of its available capital in to natural resource companies and
early stage companies generally. Some of these companies may also be unlisted or illiquid to trade. There is a risk
that some of these investments may not produce a positive return for the Company and some of them may fail
entirely.
At this stage in its development the Company may be reliant upon raising further funds from investors to support its
growth. There is no guarantee that these funds will be available to the Company.
Environment
The Company complies with all legal requirements relating to the environment in all areas of its operations and
therefore, has not incurred any fines or penalties or has not been investigated for any breach of environmental
regulations.
Research and Development
The Group does not directly invest in or carry out any research and development.
Going Concern
Accounting standards require the directors to consider the appropriateness of the going concern basis when
preparing the financial statements. The Directors confirm that they consider that the going concern basis remains
appropriate. The Directors regard the going concern basis as remaining appropriate as the Group has adequate
resources to continue in operational existence for the foreseeable future, coupled with experienced Directors that are
able to seek out additional funding if they believe that it is necessary.
In closing, the Board would like to extend their thanks to all their shareholders for their continued support and look
forward to a successful next year.
……………………………….
G Burnell
Chief Executive Officer
30 June 2016
ONZIMA VENTURES PLC
Page 9
FINANCIAL HIGHLIGHTS
FOR THE YEAR ENDED 31 DECEMBER 2015
ONZIMA VENTURES PLC
DIRECTORS REPORT
FOR THE YEAR END 31 DECEMBER 2015
Page 10
The directors present their annual report and audited financial statements of Onzima Ventures plc for the year ended
31 December 2015.
Business review and principle activities
The principle activities of the Group during the year prior to disposal comprised of the marketing and support of
computer application software, the wholesale and retail merchandising of electric bicycles and the development and
deployment of renewable energy solutions.
Following difficult trading circumstances during 2014 and 2015 in which the Company made operating losses, the
Company‘s previous management took action during 2015 to halt the losses through a series of actions, however
these alone were not sufficient. Additionally, the cost of maintaining the Company‘s AIM listing outweighed the
benefits. As a result the Board in place at the time came to the conclusion that the funds expended in maintaining the
AIM listing would be more effectively utilised in the pursuit of growing the bottom line of the business. The Board
negotiated a proposal, which was approved at an Extraordinary General Meeting of the Company on 14 October
2015, to dispose of the issued share capital of Cognito (the IT Services division) and UTN Solutions (the Green
technology division).
It is important to recognise that the vast majority of these financial results relate to the historical subsidiaries which
have now been disposed of.
Following that disposal the business is now classified as an investing company under Rule 15 of the AIM Rules. It
adopted an Investing Policy as set out below.
Investing Policy
The Company will seek to invest a minimum of 75 per cent. of its deployable capital in, and/or acquire companies or
interests within, the natural resources sector - in which the new Directors have substantial experience as founders,
investors and advisers.
The Company will participate as investors in fundraisings for entities being admitted to trading on AIM, in
secondary fundraisings, or where such entities plan to be admitted to trading on an Exchange within 18 months of
investment by the Company.
Investments are likely to be held for the short to medium term in the case of publicly-traded holdings and for the
longer term in respect of private holdings until there is a liquidity event when the Company may seek to reduce its
exposure. There will be no minimum or maximum limit on the length of time an investment is held.
Initially the geographical focus will be Africa and North America but investments may be considered in other
regions to the extent that the Board considers that an opportunity exists where significant returns can be made.
The Company may also invest in assets, projects or joint ventures using equity or debt structures, gaining direct
exposure. Investments will generally be made on a passive basis unless there is a requirement to provide
management or other expertise to the investee entity in seeking to generate positive returns for the Company.
In selecting investment opportunities, the Board will focus on companies, assets and/or projects that it believes are
available at attractive valuations and where there is an opportunity to benefit from value uplift. The Company's
equity holdings or interests may range from a minority position to 100 per cent. ownership.
The Directors will conduct due diligence appraisals of potential investments, businesses or projects and, where they
believe further diligence is required or warranted, intend to utilise appropriately qualified persons to assist. The
Directors believe they have a network which is likely to provide various opportunities which may prove suitable.
ONZIMA VENTURES PLC
DIRECTORS REPORT
FOR THE YEAR END 31 DECEMBER 2015
Page 10
The Company does not plan to have cross-holdings in entities save where there is a portfolio of related assets outside
of the Company's control.
The Board considers that as investments are made, and new investment opportunities arise, further funding of the
Company may also be required which is likely to be in the form of equity, until such time as the Company is self-
funding.
It is intended that returns for Shareholders will initially be in the form of capital growth, subject to appreciation in
the value of the investments made by the Company. In the longer term, if the Company becomes cash generative,
then the plan will be to put in place an appropriate dividend policy as appropriate for a Company with its activities at
that time.
The Company plans to have a maximum of fifteen investments / interests at any one time. Though there will be no
maximum exposure to any one investment, it will generally seek to diversify its portfolio holdings. The Company's
financial resources may ultimately be invested in a number of propositions or in just one investment, which may be
deemed to be a reverse takeover pursuant to Rule 14 of the AIM Rules requiring shareholder approval.
The Company also intends to acquire over a period of time a diversified portfolio of royalties. These will consist, in
varying proportions, of royalties over:
- producing properties purchased at a discount to perceived value;
- producing properties with enhanced production possibilities; and
- non-producing properties where advanced exploration is likely.
It is intended that over the longer term the royalty investments will provide cashflow to finance further investment
opportunities, minimising dilution to Shareholders through reduced equity financing requirements.
The Company does not currently intend to fund any investments with debt or other borrowings but may do so if
appropriate. The Board may also offer New Ordinary Shares in the capital of the Company by way of consideration
as well as utilising cash, preserving the Company's cash for additional opportunities and working capital.
Under the Company's investing policy the remaining 25 per cent. of the Company's deployable capital can be
invested in to non-natural resource based interests that fit the same criteria as above.
Directors
The Directors during the year under review were:
Gavin Burnell (appointed 14.10.2015)
Luke Cairns (appointed 14.10.2015)
Humayun Mughal
Norren Imam (resigned 27.2.2015)
Anthony Klein (resigned 14.10.2015)
Biographies for each current director can be found on the Company‘s website.
ONZIMA VENTURES PLC
DIRECTORS REPORT (continued)
FOR THE YEAR END 31 DECEMBER 2015
Page 11
Results and dividends
The Group loss for the year before taxation amounted to £164,000 (2014: loss of £5,000), taxation refund for the
year of £13,000 (2014: £93,000) and a loss after tax of £151,000 (2014: loss of £88,000). Total comprehensive
income for the year was £(1,000,000) (2014:£(2,410,000)).
The directors do not recommend the payment of a dividend for 2015. No dividends were paid or proposed or paid in
2014.
Provision of information to auditor
So far as each of the Directors is aware at the time the report is approved, there is no relevant information of which
the Group auditor are unaware and the Directors have taken all steps that they ought to make themselves aware of
any relevant audit information and to establish that the Group auditor are aware of that information.
Financial Risk Management
The Company‘s operations expose it to a variety of financial risks which are outlined within the Strategic Report.
Environment and Social Community Issues
The Directors consider the impact of the Company‘s business on the environment and community issues to be
minimal due to the nature of the Company‘s business. The Directors consider that the Investment Policy provides
for the Company to identify opportunities that will allow for enhancements to both the environment and the wider
community.
Employees
The Company does not currently employ any staff. The Directors act for the Company in implementing its
Investment Policy.
ONZIMA VENTURES PLC
DIRECTORS REPORT (continued)
FOR THE YEAR END 31 DECEMBER 2015
Page 12
Substantial Interests
At 27 June 2016 the following parties had notified the Company of a beneficial interest that represents 3% or more
of the Company‘s issued ordinary share capital at that date:
Number of shares
% held
Akhter Group Limited and related
parties
Barclayshare Nominees Limited
Hargreaves Lansdown (Nominees)
Limited Des:HLNOMM
Hargreaves Lansdown (Nominees)
Limited Des:VRA
Hargreaves Lansdown (Nominees)
Limited Des:15942
HSDL Nominees Limited
HSDL
Des:Build
Pershing
Des:MDCLT
SVS (Nominees) Limited Des:Pool
TD Direct Investing
Nomineesa
SMKTNOMS
Mr Nigel Theobald
Mr Myles McNulty
(Europe) Limited Des:
Nominees
Nominees
Limited
Limited
11,232,517
7,189,733
14,220,466
8,454,651
10,511,392
6,922,135
5,811,268
6,430,571
7,016,861
6,021,853
25,072,807
9,000,000
6.17
3.95
7.82
4.65
5.78
3.80
3.19
3.53
3.86
3.31
13.78
4.95
Directors and Directors’ interest
The Directors who are currently in office are shown on page 10. The emoluments, share interest and share options of
the Directors are disclosed in the Directors Remuneration Report on pages 18 to 19.
Employees
It is Group policy that employees should be kept as fully informed as is feasible and practicable about the activities
of the Group through consultative meetings. In addition, managers hold regular meetings with representatives of
their staff in order to encourage employees to make their views known on matters that affect them.
Pensions
No contributions were paid in respect of the Directors.
Events after reporting date
There were no significant events after the reporting date.
ONZIMA VENTURES PLC
DIRECTORS REPORT(continued)
FOR THE YEAR END 31 DECEMBER 2015
Page 13
Share Option schemes
The Company‘s Microvitec 1994 Inland Revenue Approved Executive Share Option Scheme approved by the
Company in the Annual General Meeting 1994 has now terminated (the ―Old Scheme‖). There are no options to
acquire ordinary shares in the capital of the Company outstanding under the Old Scheme (2013: Nil).
Ultima Networks Plc 2004 Share Option Scheme
The scheme was approved by the AGM held on 28 May 2004. No options to subscribe for ordinary shares of 1p
each have been granted to date.
Ultima Networks Plc 2012 Share Option Scheme
The scheme was approved by the AGM held on 26th June 2012. No options to subscribe for ordinary shares of 1p
each have been granted to date.
Options were issued to G Burnell and L Cairns. (For further details refer to note 26)
Charitable and political contributions
There were no donations to UK charitable organisations (2014: £Nil) and no political donations (2014: £Nil).
ONZIMA VENTURES PLC
DIRECTORS REPORT (continued)
FOR THE YEAR END 31 DECEMBER 2015
Page 14
Directors’ responsibilities
The directors are responsible for preparing the strategic report, directors‘ report and the financial statements in
accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the
directors have, as required by the AIM Rules of the London Stock Exchange, elected to prepare the group and
company financial statements in accordance with International Financial Reporting Standards as adopted by the
European Union. Under company law, the directors must not approve the financial statements unless they are
satisfied that they give a true and fair view of the state of affairs of the company and the group 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 judgments and estimates that are reasonable and prudent;
•
•
•
state whether the group financial statements have been prepared in accordance with IFRS‘s as adopted
by the European Union;
state, with regard to the parent company financial statements, whether applicable accounting standards
have been followed, subject to any material departures disclosed and explained in the financial
statements; and
prepare the financial statements on a going concern basis unless it is inappropriate to presume that
company and the group will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the
company‘s transactions that disclose with reasonable accuracy at any time the financial position of the company and
the group and enable them to ensure that the financial statements comply with the Companies Act 2006 .They are
also responsible for safeguarding the assets of the group and hence for taking reasonable steps for the prevention and
detection of fraud and other irregularities.
The directors are responsible for the maintenance and integrity of any corporate and financial information included
on the company‘s website. Legislation in the UK governing the preparation and dissemination of financial
statements may differ from legislation in other jurisdictions.
Statement of disclosure to auditors
So far as each Director is aware, there is no relevant audit information of which the Group‘s auditors are unaware.
Additionally the Directors have taken all the steps that they ought to have taken as Directors in order to make
themselves aware of any relevant audit information and to establish that the Group‘s auditors are aware of the
information.
Annual General Meeting
The Annual General Meeting of the Company is to be held at Akhter House, Perry Road, Harlow, Essex CM18 7PN
on Thursday 30 June 2016 at 8.30am. Details of the business to be considered at the meeting are given below.
ONZIMA VENTURES PLC
DIRECTORS REPORT (continued)
FOR THE YEAR END 31 DECEMBER 2015
Appointment of Directors (Resolution 1 and 2)
Page 15
Under the company‘s articles of association, following their appointment as directors, Gavin Burnell and Luke
Cairns are required to have their appointment ratified, a resolution for the appointment of Gavin Burnell and Luke
Cairns as Directors of the Company will be put to the annual general meeting.
Re-election of a Director (Resolution 3)
Under the company‘s articles of association, Professor Humayun Mughal retires by rotation and offers himself for
re-election.
Authority of Directors to allot shares (Resolution 4 and 5)
The Directors seek authority to allot up to a maximum of 162,904,743 ordinary shares. Further, in order to retain
some flexibility at this stage in the Company‘s development, the Directors seek power to allot 162,904,743 equity
securities wholly for cash other than on a pre-emptive basis to current shareholders pro-rata to their existing
holdings. This amount represents 100% of the issued ordinary share capital as at 1 June 2016. These authorities will
continue in force until the AGM to be held in 2017 or 30 June 2017, whichever is the earlier.
General Meeting
A General Meeting of the Company is to be held at Shakespeare Martineau LLP, 6th Floor, 60 Gracechurch Street,
London EC3V 0HR Friday 19 August 2016 at 10.00am. Details of the business to be considered at the meeting are
given below.
Annual Report & Accounts (Resolution 1)
It is a requirement of company law that the annual report and accounts is laid before shareholders in general
meeting.
Auditors (Resolution 2)
A resolution for the reappointment Jeffreys Henry LLP as the company‘s auditor will be put to the annual general
meeting, together with the usual practice of authorising the directors to set the auditor‘s fees.
Approval
The Report of the Directors was approved by the Board on 30 June 2016 and signed on its behalf by
………………………………………..
Gavin Burnell
Chief Executive Officer
ONZIMA VENTURES PLC
Page 16
CORPORATE GOVERNANCE STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2015
As a company quoted on the AIM of the London Stock Exchange, the company is not required to comply with the
provisions of the 2006 Financial Reporting Council‘s revised combined Code. However, the Board has sought to commit to
ensuring that proper standards of corporate governance operate throughout the Group and has therefore followed the
principles of the Code so far as is practicable and appropriate to the nature and size of the Group. One of the principles is
that an explanation should be given where the Code is not complied with. A statement of the directors‘ responsibilities in
respect of the financial statements is contained within the Report of the Directors above. The statement below describes the
role of the Board and its committees, followed by a statement regarding the groups system of internal controls.
The Board
The activities of the Group are ultimately controlled by the Board of Directors, which at the year-end consisted of three
directors. Biographical details of all three directors are available on the Company‘s website. All directors are equally
accountable under law for the proper stewardship of the Company‘s affairs. The Non-executive director has a particular
responsibility to ensure that the strategies proposed by the Executive director are fully discussed and critically examined.
The Non-executive directors are Luke Cairns and Humayun Mughal and the Board considers Luke Cairns to be
independent.
The Board meets at least four times a year, and more as the need arises. The Board reviews performance of investments, its
strategy, examines capital expenditure and acquisitions or disposals, operating budgets and material contracts.
All directors have letters of appointment with the Company. Any director appointed during the year is required, under the
Company‘s Articles of Association, to retire and seek re-election by the shareholders at the next Annual General Meeting
and one third of the Board is required to retire each year and seek re-election. The directors are able to take independent
professional advice at the expense of the company in the furtherance of their duties.
Nominations committee
The appointment of directors is a matter for the Board as a whole and therefore a nominations committee is considered
unnecessary given the present number of Board members.
Audit committee
The Audit committee comprises of the two non-executive directors: Luke Cairns and Humayun Mughal. This committee
assists the Board in its duties regarding the Group‘s financial statements and the maintenance of adequate internal financial
controls. The Audit Committee‘s prime tasks are to receive reports from the Company‘s auditors, Jeffreys Henry LLP, and
to review the half-yearly and annual accounts before they are presented to the Board, focusing in particular on accounting
policies and compliance and areas of management judgements and estimates.
There is no internal audit function for the Group, as the Board does not believe that this is appropriate given the size of the
business.
Remuneration committee
The Remuneration Committee comprises of the two Non-executive directors Luke Cairns and Humayun Mughal. Details of
the executive remuneration policy are set out in the separate Directors‘ Remuneration Report on pages 18 and 19.
ONZIMA VENTURES PLC
Page 17
CORPORATE GOVERNANCE STATEMENT (continued)
FOR THE YEAR ENDED 31 DECEMBER 2015
Shareholder relations
The Board has a policy of providing any reasonably requested historical information and explanations to shareholders on
request. The Group‘s annual reports are sent to shareholders. These reports are also available from the company‘s website
along with the Group‘s half yearly reports and all public announcements. All shareholders are encouraged to participate in
the company‘s Annual General Meeting, which is attended by the directors.
Internal control and financial reporting
The Board is responsible for ensuring that there is a system of internal control for reviewing its effectiveness. Such a
system is designed to manage rather than eliminate the risk of failure to achieve business objectives and can only provide
reasonable and not absolute assurance against material misstatement or loss. The Audit Committee has been delegated
responsibility by the Board for discharging its internal control responsibilities.
The Board has established an organisational structure with clearly defined levels of responsibility and delegation of
authority. Control procedures include annual budget approval and monitoring of actual performance. The Board approves
all investment and acquisition projects for all major acquisitions and major capital expenditure.
The Board has a clear responsibility for identifying risks facing each of the businesses and for putting in place procedures
to mitigate and monitor risks. As part of the annual budgeting process risks are formally assessed by the Board.
There is a system of financial reporting and budget planning. On a monthly basis, actual results are reported and compared
to budget with any significant adverse variances being examined and any remedial action taken as necessary.
The directors believe that, taken as a whole, the systems of internal control are appropriate to the business for the year
ended 31 December 2015.
ONZIMA VENTURES PLC
Page 18
DIRECTORS’ REMUNERATION REPORT
FOR THE YEAR ENDED 31 DECEMBER 2015
The directors present the Directors remuneration report for the financial year ended 31 December 2015. It should be noted
that, as a company quoted on the AIM market of the London Stock Exchange, the company is not required to comply with
the Remuneration Report regulations and therefore, not all elements of the regulations have been complied with. For
example, a share price graph has been omitted.
Remuneration committee
The Remuneration committee consists of Non-executive directors Luke Cairns and Humayun Mughal having been
appointed to the committee 14 October 2015.
The Remuneration committee determines any remuneration and benefits packages of the executive directors and considers
any service contracts, salaries, other benefits, including bonuses and participation in the company‘s share option plans, and
any other terms and conditions of employment including any compensation payments on termination of office.
Remuneration policy
Any basic salaries and benefits in kind are set to be comparable with those of peer group companies. The Company
operates historic share schemes but these do not form part of the current remuneration policy. It is planned to put in place a
formal share option scheme in due course.
Non-executive directors
The Non-executive directors do not have a contract for services. The Non-executive directors have letters of appointment
concerning, amongst other things, the initial terms for which he was appointed, a general statement of their role and duties,
the fees they will receive as a director and any supplementary fees receivable for additional work, such as being a member
of more than one Board committee. The fees of Non-executive directors are determined by the full Board within the limits
set out in the Memorandum and Articles of Association.
Service contracts and letters of appointment
The company does not have service contracts in respect of the Executive Directors. The letters of appointment in respect of
the Non-executive directors who served during the year ended 31 December 2015 is for a rolling 12 month period. The
letters of appointment do not contain notice periods or provision for termination payments.
Directors’ remuneration and interests
Directors‘ remuneration payable for the year ended 31 December 2015 was as follows:
Executive
H A Mughal
A P Klein
G Burnell
Non-Executive
P J Barron
L Cairns
Basic
Salary
£000
Benefits
in kind
£000
Fees
£000
-
-
-
-
-
-
-
9
-
-
-
9
45
-
-
-
-
45
Share based
payments
Total £000 Total £000 Total £000
2015
2014
-
-
25
-
6
31
45
9
25
-
6
85
60
12
-
12
-
84
ONZIMA VENTURES PLC
Page 19
DIRECTORS’ REMUNERATION REPORT (continued)
FOR THE YEAR ENDED 31 DECEMBER 2015
The beneficial interest in the share capital of the company of those persons, who were directors at the year end, as recorded
in the register of the Director‘s interest, were as follows:
H A Mughal
G Burnell
L Cairns
31 December 2015
Ordinary
shares of 1p
Ordinary
share options
11,232,517
3,571,428
-
-
10,804,840
2,701,210
31 December 2014
Ordinary
shares of 1p
Ordinary
share options
112,325,176
-
-
-
-
-
At 31 December 2015 no options were outstanding over shares granted to two directors: Gavin Burnell and Luke Cairns
who were granted 10,804,840 and 2,701,210 share options respectively. No director has granted or exercised any share
options during this or the previous year nor did any lapse.
Directors’ remuneration and interests (continued)
Beneficial holdings include the directors‘ personal holdings and those of their spouse and children as well as holdings in
family trusts of which the directors‘ spouse or their children are beneficiaries or potential beneficiaries.
The closing mid-market price at 31 December 2015 was 0.55p and the range during the year was 4.75p to 0.55p.
Approval
The Directors‘ Remuneration Report was approved by the Board on 30 June 2016 and signed on its behalf by:
……………………………………………………….
Gavin Burnell
Chief Executive Officer
INDEPENDENT AUDITORS’ REPORT
Page 20
INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF ONZIMA VENTURES PLC
We have audited the financial statements of Onzima Ventures Plc for the year ended 31 December 2015, which comprise
the Consolidated Statement of Comprehensive Income, Company Statement of Comprehensive Income, Consolidated
Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Statement of Financial Position,
Company Statement of Financial Position, Consolidated Statement of Cash Flows, Company Statement of Cash Flows and
the related notes on pages 22 to 59. The financial reporting framework that has been applied in their preparation is
applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union and as regards
the parent company financial statements as applied in accordance with the provisions of the Companies Act 2006. .
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the
Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters
we are required to state to them in an auditors' report and for no other purpose. To the fullest extent permitted by law, we
do not accept or assume responsibility to anyone other than the Company and the Company's members as a body, for our
audit work, for this report, or for the opinions we have formed.
Respective responsibilities of directors and auditors
As explained more fully in the Statement of Directors' Responsibilities set out on page 14, the directors are responsible for
the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to
audit the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland).
Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors.
Scope of the audit of the financial statements
An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give
reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error.
This includes an assessment of: whether the accounting policies are appropriate to the Group‘s and Parent Company's
circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting
estimates made by the directors; and the overall presentation of the financial statements. In addition we read all the
financial and non-financial information in the Financial Highlights and Strategic Report and Directors‘ Report to identify
material inconsistencies with the audited financial statements and to identify any information that is apparently materially
incorrect based on, or materially inconsistent with, the knowledge acquired by us in the course of performing the audit. If
we become aware of any apparent material misstatement or inconsistencies we consider the implications for our report.
Opinion on financial statements
In our opinion:
•
•
•
•
the financial statements give a true and fair view of the state of the group‘s and of the parent company‘s state of
affairs as at 31 December 2015 and of the group‘s loss and the group‘s and parent company‘s cash flow for the year
then ended;
the group financial statements have been properly prepared in accordance with IFRS‘s as adopted by the European
Union;
the parent company financial statements have been properly prepared in accordance with IFRS‘s as adopted by the
European Union and as applied in accordance with the provisions of the Companies Act 2006; and
the financial statements have been prepared in accordance with the provisions of the Companies Act 2006.
ONZIMA VENTURES PLC
INDEPENDENT AUDITORS’ REPORT (continued…)
Page 21
Opinion on other matters prescribed by the Companies Act 2006
In our opinion the information given in the Strategic Report and Directors‘ Report for the financial year for which
the financial statements are prepared is consistent with the financial statements.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to
you if, in our opinion:
adequate accounting records have not been kept by the parent company, or returns adequate for our audit
-
………..have not been received from branches not visited by us; or
-
-
-
the parent company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
David Warren (Senior Statutory Auditor)
For and on behalf of Jeffreys Henry LLP, statutory auditor
Finsgate
5-7 Cranwood Street
London
EC1V 9EE
United Kingdom
Date: 30 June 2016
ONZIMA VENTURES PLC
Page 22
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
AS AT 31 DECEMBER 2015
Revenue
Cost of sales
Gross profit
Administration expenses
Operating (loss)/profit
Exceptional items
Finance (expenditure)/income
Profit/(loss) before taxation
Taxation recovery
Profit/(loss) for the year from continuing operations
Discontinued operations
Loss for the year from discontinued operations
Profit/(loss) for the year
Other comprehensive income:
Exchange difference on translating foreign operations
Total comprehensive income for the year attributable to
equity holders of the parent
Note
5
6
9
11
7
2015
£000
-)
-
-)
(160)
(160)
(-)
(4)
(164)
13)
(151)
(902)
(1,053)
Restated
2014
£000
-)))
(-)
-)))
(-)
(-)
(-)
(5))
(5))
93)
88)
(2,482)
(2,394)
53)
(16)
(1,000)
(2,410)
Basic and diluted loss per share – pence
12
(2.27))
(0.86)
ONZIMA VENTURES PLC
Page 23
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2015
ASSETS
Non current assets
Property, plant and equipment
Intangible assets – development costs
Investments
Total non current assets
Current assets
Inventories
Trade and other receivables
Cash and cash equivalents
Total current assets
Total assets
LIABILITIES
Current liabilities
Trade and other payables
Current tax liabilities
Accruals and deferred income
Total current liabilities
Total liabilities
Net assets
Note
13a
13b
14
16
17
18
19
2015
£000
-
-
50
50
-
21
587
608
658
-)
-)
17
17
17
641
2014
£000
616
-
-
616
347
539
347
1,233
1,849
503
76
228
807
807
1,042
ONZIMA VENTURES PLC
Page 24
CONSOLIDATED STATEMENT OF FINANCIAL POSITION (continued)
AS AT 31 DECEMBER 2015
EQUITY
Capital and reserves attributable to equity holders of the
parent
Called up share capital
Share premium account
Other reserves
Share option reserve
Retained Earnings
Translation of foreign operations
Note
22
2015
£000
2014
£000
8,409)
6,503)
-))
31)
(14,302)
-))
8,299)
5,843)
202)
-)
(13,249)
(53)
641)
1,042)
These financial statements were approved by the board of directors on 30 June 2016 and were signed on its behalf by:
........................................................................
Gavin Burnell
Chief Executive Officer
Company Registration Number 01435584
ONZIMA VENTURES PLC
Page 25
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2015
ASSETS
Non current assets
Property, plant and equipment
Intangible assets – development costs
Goodwill
Investments
Total non current assets
Current assets
Inventories
Trade and other receivables
Cash and cash equivalents
Total current assets
Total assets
LIABILITIES
Current liabilities
Trade and other payables
Current tax liabilities
Accruals and deferred income
Total current liabilities
Total liabilities
Net assets
Note
13a
13b
14
16
17
18
19
2015
£000
-
-
-
50
50
-
21
587
608
658
-
-
17
17
17
641
2014
£000
344
-
-
292
636
44
1,859
149
2,052
2,688
2,002
72
190
2,264
2,264
424
ONZIMA VENTURES PLC
Page 26
COMPANY STATEMENT OF FINANCIAL POSITION (continued)
AS AT 31 DECEMBER 2015
EQUITY
Capital and reserves attributable to equity holders of the
parent
Called up share capital
Share premium account
Other reserves
Share option reserve
Retained Earnings
Note
22
2015)
£000)
2014)
£000)
8409)
6,503)
-)
31)
(14,302)
8,299)
5,843)
202)
-)
(13,920)
641)
424)
These financial statements were approved by the board of directors on 30 June 2016 and were signed on its behalf by:
........................................................................
Gavin Burnell
Chief Executive Officer
Company Registration Number 01435584
ONZIMA VENTURES PLC
Page 27
CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2015
Profit/(loss) for the financial year
Taxation recoverable
Interest
Comprehensive income
Movement in reserves
Depreciation charges
Amortisation of intangibles
Operating profit before changes in working capital
2015)
£000)
(1,053)
(13)
4)
53)
(171)
230)
-)
(950)
Decrease/(Increase) in inventories
Decrease/(Increase) in trade and other receivables
(Decrease)/increase in trade payables and other capital liabilities
347)
( 518)
(790)
Cash (used in)/generated from operations
Taxation
Net cash (used in)/generated from operating activities
Cash flows from investing activities
Movement in property, plant and equipment
Development expenditure
Other intangibles
Movement in investments
Net proceeds of ordinary shares issue
Net cash used in investing activities
Cash flows from financing activities
Interest received
Net cash generated from financing activities
Net (decrease)/increase in cash and cash equivalents
Cash and cash equivalents at beginning of the period
Cash and cash equivalents at end of the period
(875)
13)
(862)
386)
-)
-)
(50)
770)
1,106)
(4)
(4)
240)
347)
587)
2014)
£000)
(2,394)
(93)
5)
(16)
-)
532)
1,207)
(759))
88)
(333)
(42)
(380)
40)
(340)
218)
289)
-)
-)
-)
507)
(5)
(5)
162)
185)
347)
ONZIMA VENTURES PLC
Page 28
COMPANY CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2015
Profit/(Loss) for the financial year
Interest payable
Disposal of investments
Movement in reserves
Depreciation charges
Operating profit before changes in working capital
(Increase)/decrease in inventories
(Increase)/decrease in trade and other receivables
(Decrease)/increase in trade payables and other current
liabilities
Cash (used in)/generated from operations
Taxation
Net cash (used in)/generated from operating activities
Cash flows from investing activities
Movement in investments
Net costs of ordinary shares issue
Purchase of property, plant and equipment
Net cash used in investing activities
Cash flows from financing activities
Interest paid
Written off investments
Dividend received
Net cash generated from financing activities
Net (decrease)/increase in cash and cash equivalents
Cash and cash equivalents at beginning of the period
Cash and cash equivalents at end of the period
2015)
£000)
(382)
-)
292)
(171)
232)
(29)
44)
1,838)
(2,247)
(394)
-))
(394)
(50)
770)
112)
832)
-)
-)
-)
-)
438)
149)
587)
2014)
£000)
(1,329)
-)
-))
-))
1,344)
15)
(34)
123)
(25)
79)
39))
118)
-))
-))
576)
576)
-)
(611)
-)
(611)
83)
66)
149)
ONZIMA VENTURES PLC
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2015
Page 29
GROUP
Called
up share
capital
Share
premium
Other
reserves
Share
option
reserve
Retained
earnings
Translation
of foreign
operations
Total
Equity
)
£000
£000
£000
£000
£000
£000
£000
Year ended 31 December 2015
As 1 January 2015
Share issue
Movement in reserves
Share option reserve
Total comprehensive income for
the year
8,299
110)
-)
-)
5,843
660
-)
-)
-
-
At 31 December 2015
8,409
6,503
Year ended 31 December 2014
As 1 January 2014
Share Issue
Total comprehensive income for
the year
8,299
-
5,843
-
-
-
At 31 December 2014
8,299
5,843
202
-)
(202)
-)
-
-)
202
-)
-)
202
-
-
-
31
(13,249)
-)
-)
-)
(53)
-)
-)
-)
1,042)
770)
(202)
31
(1,053)
53)
(1,000)
31
(14,302)
-)
641)
(10,855)
-)
-
-
-
(37)
-)
3,452
-)
(2,394))
(16)
(2,410)
-
(13,249)
(53)
1,042
ONZIMA VENTURES PLC
Page 30
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2015
COMPANY
Year ended 31 December 2015
As 1 January 2015
Share issue
Movement in reserves
Share option reserve
Profit for the period
Called
up share
capital
Share
premium
Other
reserves
Share
option
reserve
Retained
earnings
Total
Equity
)
£000
£000
£000
£000
£000
8,299
110)
-)
-)
-)
5,843
660
-)
-)
-)
202
-)
(202)
-)
-)
-
-
-
31
-
(13,920)
-)
-)
-)
(382)
£000
424)
770)
(202)
31
(382)
At 31 December 2015
8,409
6,503
-)
31
(14,302)
641)
Year ended 31 December 2014
As 1 January 2014
Share Issue
Total comprehensive income for the
year
8,299
-
5,843
-
-
-
At 31 December 2014
8,299
5,843
202
-)
-)
202
-
-
-
-
(12,019)
-)
2,325
-)
(1,901)
(1,901)
(13,920)
424
ONZIMA VENTURES PLC
Page 31
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
1. GENERAL INFORMATION
Onzima Ventures Plc (―the company‖) and its subsidiaries (together ―the Group‖) were involved in the marketing and
support of computer application software and the merchandising of various products, but primarily electric bicycles.
The company sold the subsidiaries on 14 October 2015 and operates now as an investment holding company.
The company is a public limited company, which is quoted on the AIM of The London Stock Exchange and is
incorporated and domiciled in the United Kingdom. The address of its registered office is 190 High Street, Tonbridge,
Kent, TN9 1BE.
The Group‘s and company‘s financial statements for the year ended 31 December 2015 were authorised for issue by
the Board of Directors on 30June 2016 and the balance sheets were signed on the Boards behalf by Gavin Burnell.
2. ACCOUNTING POLICIES
The principal accounting policies applied in the preparation of these financial statements are set out below. These
policies have been applied consistently to all years presented, unless otherwise stated.
Basis of preparation
These financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS)
and the interpretations of the International Financial Reporting Interpretations Committee (IFRIC) as adopted by the
European Union, and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS.
These financial statements have been prepared on the historic cost basis except where financial instruments are
required to be carried at fair value under IFRS.
A separate income statement for the parent company has not been presented as permitted by section 408(4) of the
Companies Act 2006. The parent company had a loss of £382,000 (2014: Loss £1,938,000).
The financial statements are presented in pounds sterling, being the functional currency of the parent and all values are
rounded to the nearest thousand pounds (£000) except where otherwise indicated.
Going concern
Having reviewed the future plans and projections for the business, the directors are satisfied that the Group has
adequate resources to continue to operate for the foreseeable future, a period not less than twelve months from the date
of this report. This will also depend on the continuing support from the shareholders and directors. For these reasons,
the directors continue to adopt the going concern basis in preparing the financial statements.
Were the group unable to continue as a going concern, adjustments would have to be made to the statement of
financial position of the group to reduce the value of assets to their recoverable amounts, to provide for future
liabilities that might arise and to reclassify non-current assets and long-term liabilities as current assets and liabilities.
Basis of consolidation
The consolidated financial statements incorporate the results and net assets of Onzima Ventures Plc and its subsidiary
undertakings (together referred to as ―the Group‖) for the year ended 31 December 2015. A subsidiary is an entity over
which the Group has the power to govern the financial and operating policies generally accompanying a shareholding
of more than 50% of the voting rights. The results of each subsidiary are included from the date that control transferred
to the group and are adjusted to align accounting policies with the Group‘s accounting policies. Subsidiaries are no
longer consolidated from the date that control ceases. Unrealised gains on transactions between the group and its
subsidiaries are eliminated and unrealised losses are also eliminated unless the transaction provides evidence of an
impairment of the asset transferred. All intercompany balances and transactions are eliminated in full. Amounts
reported in the financial statements of subsidiaries have been adjusted where necessary to ensure consistency with the
accounting policies adopted by the group.
ONZIMA VENTURES PLC
Page 32
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
Company investment in subsidiaries
In its separate financial statements, the company recognises its investments in subsidiaries at cost. Income is
recognised from these investments only in relation to distributions received from post acquisition profits.
2. ACCOUNTING POLICIES (continued)
Share-based payments
For equity settled share based payment transactions the Group, in accordance with IFRS 2 ―Share Based Payments‖
measures their value, and the corresponding increase in equity, indirectly, by reference to the fair value of the equity
instruments granted. The fair value of those equity instruments is measured at the grant date using the Black-Scholes
method. The expense is apportioned over the vesting period of the financial instrument and is based on the number
which is expected to vest and the fair value of those financial instruments at the date of grant. If the equity instruments
granted vested immediately, the expense is recognised in full.
Goodwill
Goodwill on acquisitions comprises the excess of the fair value of the purchase consideration over the fair value of
indefinable assets and liabilities acquired. Goodwill is recognised as an asset on the Group‘s balance sheet in the year
in which it arises. Goodwill is not amortised and is tested impairment at least annually and more frequently if events or
changes indicate that the carrying value may be impaired and is carried at cost less accumulated impairment losses.
For the purpose of impairment testing, goodwill is allocated to the cash generating units on which it arose. Any
impairment is recognised immediately in the consolidated statement of comprehensive income and is not subsequently
reversed.
The Group has elected to take exemption not to apply IFRS 3 retrospectively to business combinations occurring prior
to that date of transition to IFRS. Under IFRS 3 any goodwill arising on such acquisitions is not amortised, but is
subject to impairment reviews.
Other intangible assets
Other intangible assets include technology platform and customer relationships. These are only recognised if acquired
in a business combination. They are stated at fair value less accumulated amortisation. These assets are amortised over
their estimated useful lives of 10 years and the charge is included in administration expenses.
Revenue recognition
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the
revenue can be reliably measured. Revenue consists of the fair value (excluding VAT) of consideration receivable for
goods and services supplied to third parties.
Revenue from the sale of software product licences is recognised at the time the software licence is granted at which
point all obligations have been met. Revenue relating to hardware and software support is recognised proportionally
over the period to which it relates. Revenue from the sale of other products is recognised when the Group has
delivered the products and there is no unfulfilled obligation that could affect the customer‘s acceptance of the
products.
ONZIMA VENTURES PLC
Page 33
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
2. ACCOUNTING POLICIES (continued)
Research and development
All research expenditure is written off in the year in which it is incurred. Unless certain conditions are met, all
development expenditure is also written off in the year in which it is incurred.
The Group incurs development costs that are design costs relating to the production of new or substantially improved
devices and products for the Group‘s ‗Powacycle‘ and ‗Infineum‘ range of electric bicycles and development costs
that relate to the production of new or substantially improved application software products for the legal profession.
Development costs are capitalised only if the following conditions are met: the development is technically feasible of
being completed so that it will be available for use or sale, the directors intend to complete the development and use or
sell it, the Group has the ability to use or sell the product, the directors have assessed how the asset will generate
probable future economic benefit, there is adequate technical, financial and other recourses available to complete
development and the expenditure attributable to the development can be measured reliably. If all these conditions are
met then the associated development costs are amortised on a straight line basis over the useful life of the asset, which
is estimated to be 3 years. Amortisation begins only when the asset is ready for use. The amortisation charged during
the year is included within administration expenses within the income statement.
Segment reporting
A business segment is a group of assets and operations engaged in providing products or services that are subject to
risks and returns that are different from those of other business segments and whose operating results are reviewed on
a regular basis by the Group‘s board and for which discrete financial information is available. A geographical segment
is engaged in providing products or services within a particular economic environment that is subject to risks and
returns that are different form those of segments operating in other economic environments.
Property, plant and equipment
Property, plant and equipment is carried at cost less accumulated depreciation and any recognised impairment in value.
Cost comprises the aggregate amount paid to acquire the asset and includes costs directly attributable to making the
asset capable of operating as intended.
All land and buildings are included at valuation. Valuations are kept up-to-date through periodic valuations carried out
by external valuers.
Depreciation is provided evenly on the cost (or valuation where appropriate) of the assets, to write them down to their
estimated residual values over their expected useful lives. No depreciation is provided on freehold land. The principal
annual rates used for the other assets are:
Freehold buildings
Office equipment
Motor vans
Computer equipment
- 25 to 50 years
- 3 to 5 years
- 4 years
- 3 years
The assets‘ residual values, useful lives and methods of depreciation are reviewed, and adjusted, if appropriate, on an
annual basis. An item of property, plant and equipment is derecognised upon disposal or when no future economic
benefits are expected from its use or disposal. A gain or loss arising on derecognition of the asset (calculated as the
difference between the net disposal proceeds and the carrying amount of the asset) is included in the income statement
in the year that the asset is derecognised.
ONZIMA VENTURES PLC
Page 34
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
2. ACCOUNTING POLICIES (continued)
Impairment of assets
At each balance sheet date, the Group reviews the carrying amounts of its property, plant and equipment and
intangible assets to determine whether there is any indication that these assets have suffered an impairment loss. If any
such indication exists, the recoverable amount of the asset, which is the higher of its fair value less costs to sell and its
value in use, is estimated in order to determine the extent of the 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.
An impairment charge is recognised in the income statement in the year in which it occurs. With the exception of
goodwill, all assets are subsequently reassessed for indications that an impairment loss previously recognised may no
longer exist. The carrying amount of the asset is increased to the revised estimate of its recoverable amount. The
increased amount cannot exceed the carrying amount that would have been determined, net of depreciation, had no
impairment loss been recognised for the asset in prior years.
Inventories
Inventories are valued at the lower of cost and net realisable value. Cost of raw materials, consumables and goods
purchased for resale means actual price, including transport and handling and is determined using FIFO method. Net
realisable value means estimated net selling price less estimated costs of disposal.
Trade and other receivables
Trade receivables are recognised initially stated at fair value and subsequently measured at amortised cost using the
effective interest rate method. Provision against trade receivables is made when there is objective evidence that the
Group will not be able to collect all amounts due to it in accordance with the original terms of those receivables. The
amount of the write-down is determined as the difference between the asset‘s carrying amount and the present value of
estimated future cash flows.
Cash and cash equivalents
Cash and cash equivalents includes cash in hand, deposits held at call with banks, other short-term highly liquid
investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within
financial liabilities in current liabilities on the balance sheet.
Trade and other payables
Trade payables are not interest bearing and are initially stated at their fair value and then subsequently measured at
amortised cost using the effective interest method.
Foreign currencies
Prior to the disposal transactions in foreign currencies are dealt with on the Group‘s behalf by Akhter Group Limited.
Therefore, any transactions of the Group in foreign currencies are settled by Akhter Group Limited and were
converted to pounds sterling at pre-agreed spot rates for reimbursement by the Group. For the consolidation purposes,
the assets and liabilities of overseas subsidiary undertakings are translated at the closing exchange rates. Income
statements of such undertakings are consolidated at the average rates of exchange during the year. Exchange
adjustments arising are classified as equity and transferred to the Group‘s foreign currency translation reserve. Such
translation differences are recognised as income or as expenses in the period in which the foreign undertaking is
disposed of.
ONZIMA VENTURES PLC
Page 35
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
2. ACCOUNTING POLICIES (continued)
Income taxes
Current income tax assets and liabilities are measured at the amount expected to be recovered or paid to the taxation
authorities, based on tax rates and laws that are enacted or substantively enacted by the balance sheet date.
Deferred income tax is recognised using balance sheet liability method, providing for temporary differences between
the tax bases and the accounting bases of assets and liabilities. Deferred income tax is calculated on an undiscounted
basis at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised, based
on tax rates and law enacted or substantively enacted at the balance sheet date.
Deferred income tax liabilities are recognised for all temporary differences, except when deferred income tax
liabilities arise from the initial recognition of goodwill or an asset or liability in a transaction that is not a business
combination and at the time of transaction, affects neither the accounting profit nor taxable profit or loss.
Deferred income tax is charged or credited to the income statement, except when it relates to items charged or credited
directly to equity, in which case the deferred tax is also dealt with in equity. Deferred income tax assets and liabilities
are offset against each other only when the Group has a legal enforceable right to do so.
Deferred income tax assets are recognised only to the extent that it is probable that future taxable profits will be
available against which the deductible temporary differences can be utilised.
Pensions
The Group does not operate any pension schemes, but does contribute to the personal pension schemes (defined
contribution) of certain staff. The contributions are charged as an expense as they fall due. Any contributions unpaid at
the balance sheet date are included as an accrual at that date. The Group has no future payment obligations once the
contributions have been paid.
Leased assets – Group as lessee
Leases are classified as finance leases when the terms of the lease transfer substantially all the risks and rewards of
ownership to the Group. All other leases are classified as operating leases.
Assets leased under operating leases are not recorded on the balance sheet. Rentals payable are charged direct to the
income statement. Lease incentives, for example, up-front cash payments or rent free periods, are capitalised and
spread over the period of the leased term. Payments made to acquire operating leases are treated as prepaid lease
expenses and amortised over the useful life of the lease.
Leased asset - Group as lessor
Assets leased out under operating leases are included in property, plant and equipment and depreciated over their
useful lives. Rental income, including the effect of lease incentives, is recognised on a straight line basis over the lease
term.
Components of equity
Equity comprises the following:
Share capital represents the nominal value of equity shares,
Share premium represents the excess over nominal value of the fair value of consideration received for
equity shares, net of expenses of the share issue,
Other reserves represents Merger Reserve and represents the difference between the value of the shares
acquired and the nominal value where the shares have been issued as part of the consideration for
acquisitions, and
Share options reserves relate to the charge for the share based payment in accordance with IFRS 2.
Profit and loss reserve represents retained profits.
ONZIMA VENTURES PLC
Page 36
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
2. ACCOUNTING POLICIES (continued)
Use of assumptions and estimates
The Group makes judgements, estimates and assumptions that affect the application of policies and reported amounts
of assets and liabilities, income and expenses. The resulting accounting estimates calculated using these judgements
and assumptions will, by definition, seldom equal the related actual results but are based on historical experience and
expectations of future events. 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 revisions and future periods if the revision affects both current and future periods.
The estimate and assumptions that have a significant effect on the amounts recognised in the financial statements are:
Establish depreciation and amortisation periods for the Group,
Estimates in relation to future cash flows and discount rates utilised in impairment testing,
Whether development costs meet the capitalisation criteria in IAS 38,
Estimates of net realisable values of inventories under IAS 2, and
Management intentions for realisation of tax assets and liabilities under IAS 12.
STATEMENT OF COMPLIANCE
Issued International Financial Reposting Standards (IFRS) and Interpretations (IFRICS) relevant to the
Group Operations
There are no IFRS or IFRIC interpretations that are effective for the first time in this financial period that would be
expected to have a material impact on the Company.
Standards, interpretations and amendments to published standards that are not yet effective
There are no other IFRS and IFRIC interpretations that are not yet effective that would be expected to have a
material impacts on the company.
ONZIMA VENTURES PLC
Page 37
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
3. SEGMENTAL REPORTING
The Group operated in the United Kingdom, Italy and Spain until it was sold on 14 October 2015
Prior to disposal, the Group was organised into two principal business segments:
IT and related services (comprising legal and publishing application software)
Green technology (comprising electric bicycles, energy saving lamps, educational electronic kits and
development of solar power parks)
The company now operates as an investment holding company.
The segmental results for the year ended 31 December 2015 are as follows: (Refer to Note 7)
IT and related
services
UK
£000
Green
technology
UK
£000
579
311
-
-
-
-
-
4
Revenue
Depreciation
Amortisation
Interest payable
Operating profit/(loss)
(21)
(141)
Unallocated
Group
£000
-
230
-
-
-)
£000
890
230
-
4
(162)
ONZIMA VENTURES PLC
Page 38
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
3. SEGMENTAL REPORTING (continued)
The segmental results for the year ended 31 December 2014 were as follows:
IT and related
services
UK
£000
Green
technology
UK
£000
828
38
804
-
399
2
393
5
Unallocated
Group
£000
137
492
10
-
£000
1,364
532
1,207
5
Revenue
Depreciation
Amortisation
Interest payable
Operating profit/(loss)
(1,186)
(352)
(188)
(1,726)
The other information of the segments are as follows:
2015
Segment assets
Segment liabilities
Net assets
IT and related
services
UK
£000)
Green
technology
UK
£000)
Unallocated
Group
£000)
£000)
-)
-)
-)
-)
-)
-)
658)
(17)
641)
658)
(17)
641)
ONZIMA VENTURES PLC
Page 39
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
3. SEGMENTAL REPORTING (continued)
The other information of the segments was as follows:
2014
IT and related)
services)
UK)
£000)
Green)
technology)
UK)
£000)
Unallocated)
Group)
£000)
£000)
Segment assets
Segment liabilities
Net assets
953)
(420)
533)
896)
(387)
509)
-)
--
-)
1,849)
(807)
1,042)
4. PRESENTATIONAL ADJSTMENTS
The prior year results have been restated to reflect the discontinued operation in 2015. Refer to note 7 for more
details.
5. OPERATING PROFIT
Operating profit is stated after charging:
Depreciation plant and equipment
Amortisation of intangible assets
Operating leases – rent of building
6. EXCEPTIONAL ITEMS
Legal provision
Redundancy costs
Legal costs
Disposal of investments & impairment of development
costs
2015
£000
230
-)
43
2015
£000
-
-
-
-
2014
£000
532
1,207
79
2014
£000
-)
-)
-)
756)
ONZIMA VENTURES PLC
Page 40
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
7. DISCONTINUED OPERATIONS
On the group entered into a sale agreement to dispose of Cognito Software Solutions Limited, UTN Solutions
(North) Limited and Tre-Sol Italia srl, which carried out all of the group‘s operations. The disposal was completed
on 14 October 2015 on which date control of Onzima Ventures PLC passed to the acquiror.
The results of the discontinued operations, which have been included in the consolidated income statement, were as
follows: (Refer to Note 3)
Revenue
Expenses
Loss before tax
Loss on disposal of discontinued operations
Net loss attributable to discontinued operations (attributable
to owner of the Company)
8. AUDITORS REMUNERATION
Services provided by the Company’s auditor and its associates
Group
Fees payable to the company‘s auditor for the audit of the
company and consolidated financial statements
9. FINANCE INCOME
Finance income
- Bank interest payable/(receivable)
Net finance income
Period ended
14 October 2015
Year Ended
31 December 2014
890
1,364
£000
£000
(1,760)
(870)
(32)
(902)
(3,090)
(1,726)
(756)
(2,482)
2015
£000
8
8
2015
£000
4
4
2014)
£000)
20)
20)
2014)
£000)
5
5
ONZIMA VENTURES PLC
Page 41
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
10. EMPLOYEES
Employee costs including executive directors during the year
amounted to:
Wages and salaries
Social security costs
Other pension costs
Share based payments
The average number of persons employed during the year
including executive directors analysed by category was made
up as follows:
Sales and marketing
Product development and support
Administration
2015
£000
394
34
3
31
462
2015
Number
2
12
4
18
2014)
£000)
647
51
6
-
704
2014
Number
5
17
7
29
ONZIMA VENTURES PLC
Page 42
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
10. EMPLOYEES (continued)
The total remuneration of directors was as follows:
Fees
Remuneration as executives (including benefits in
kind)
Pension contributions
Share based payments
2015
£000
9
45
-
31
85
2014
£000
24
60
-
-
84
The fees payable in respect of services rendered by the finance director, Anthony P Klein, amounted to £9,000.
These fees were paid to A Klein, a firm of which he is partner.
No remuneration is paid directly by the Group for the services of the other executive director. There is currently no
pension provision for any of the directors and therefore no pension is accrued to them.
Details of the directors‘ interests in the share capital of the company together with further details of the directors‘
remuneration are contained in the Remuneration Report on pages 18 to 19.
There are no amounts of compensation payable to key management.
11. TAXATION ON PROFIT
a) Analysis of charge in the year
Current taxation
UK corporation tax on profits for the year
Adjustments in respect of previous periods
Total current taxation
Deferred taxation
Origination and reversal of temporary differences
Taxation expense
2015
£000
-))
(13))
(13))
(-))
(13))
2014
£000
-))
(40))
(40))
(53))
(93))
ONZIMA VENTURES PLC
Page 43
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
11. TAXATION ON PROFIT (continued)
b) Factors affecting charge in the year
(Loss)/Profit on ordinary activities before taxation
Tax at UK corporation tax rate 20% (2014:23%)
Effect of:
Depreciation in excess of capital allowances
Utilisation of tax losses not recognised for deferred
taxation
Adjustments in respect of previous period
Deferred tax movement
2015
£000
(1,066))
(213))
-))
213)
(13)
(-)
(13))
2014
£000
(2,487))
(572))
30)
(542)
(40)
(53)
(93))
The Group has estimated tax losses to carry forward of £4,569,000 (2014: £5,552,000) which may be available for
offset against future profits.
12. EARNINGS PER SHARE
The inputs to the earnings per share calculation are shown below:
Weighted average ordinary shares in issue during the year
Potentially diluted share options under the Group‘s share
option schemes
Weighted average ordinary shares for diluted earnings per
share
Loss attributable to shareholders
Continuing operations
Discontinued operations
2015
Number
46,370,034
-
46,370,034
£
151,000
902,000
1,053,000
2014
Number
279,176,538
-
279,176,538
£
(88,000)
2,482,000
2,394,000
ONZIMA VENTURES PLC
Page 44
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
12. EARNINGS PER SHARE (continued)
The calculation of basic earnings per ordinary share is based on the profit for the period attributable to equity holders
of the parent and the weighted average number of ordinary shares in issue during the year.
Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to
assume conversion of all dilutive share options.
In view of the group loss for the year, share warrants and options to subscribe for shares in the company are anti-
dilutive and therefore diluted earnings per share is the same as basic loss per share.
13. a. PROPERTY, PLANT AND EQUIPMENT
GROUP
Cost
At beginning of year
Additions
Disposals
Foreign currency exchange
difference
Freehold land
and buildings
2015
£000
392)
-)
(392)
-)
2014
£000
645)
-)
(253)
-)
Plant, Office and
computer equipment
and motor vans
2014
£000
2015
£000
886)
226)
(1,112))
-)
851)
35)
-)
-)
2015
£000
1,278)
226)
(1,504)
-)
Total
2014
£000
1,496)
35)
(253)
-)
At end of year
-)
392)
-)
886)
-)
1,278)
Depreciation
At beginning of year
Charge for the year
Eliminated by disposals
At end of year
Net book value
At end of year
43)
3)
(46))
-)
-)
39)
4)
-)
43)
349)
619)
227)
(846))
-)
-)
91)
528)
-)
619)
267)
662)
230)
(892))
-)
-)
130)
532)
-)
662)
616)
There are no restrictions on title and no assets above have been pledged as security. In addition, there were no
contractual commitments for the acquisition of property or other assets.
ONZIMA VENTURES PLC
Page 45
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
13.a. PROPERTY, PLANT AND EQUIPMENT (continued)
COMPANY
Cost
At beginning of year
Additions
Disposals
At end of year
Depreciation
At beginning of year
Charge for year
Eliminated on disposal
At end of year
Net book value
At end of year
GROUP AND COMPANY
Freehold land
and buildings
Plant and
equipment
2015
£000
120)
-)
(120)
-)
43)
3)
(46)
-)
-)
2014
£000
120
-
-
120
39
4
-
43
77
2015
£000
853))
228))
(1,081))
-))
586))
229))
(815))
-))
-))
2014
£000
820)
33)
-)
853)
62)
524)
-)
586)
267)
2015
£000
973))
228))
(1,201))
-))
629))
232))
(861))
-))
-))
Total
2014
£000
940)
33)
-)
973)
101)
528)
-)
629)
344)
The aggregate amounts at which freehold land and buildings would have been shown in the financial statements had
they not been revalued is the same as historical cost.
Freehold land and buildings include depreciable assets of £Nil (2014: £77,000).
The freehold land and buildings owned by the company are located in Crediton, Devon and were revalued on the
basis of market value and rental value. The valuation report, dated 20 September 2004, quotes a market value that
agrees to the original cost of £120,000. The directors do not consider this valuation to be materially different as at 31
December 2014 and therefore that the carrying cost is not materially different from the fair value.
ONZIMA VENTURES PLC
Page 46
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
13 b. INTANGIBLE ASSETS – DEVELOPMENT COSTS
GROUP
Cost
At beginning of year
Additions
Disposals
Foreign currency exchange difference
At end of year
Amortisation
At beginning of year
Charge for the year
Eliminated on disposal
Foreign currency exchange difference
At end of year
Net book value
At end of year
At beginning of year
2015
£000
1,112)
-)
(-)
-)
1,112
1,112
-
(-)
-)
1,112
-)
-)
2014
£000
1,583)
-)
(471)
-)
1,112
339
1,207
(434)
-)
1,112
-)
1,244
The development costs in respect of the Cognito Software product (part of the IT and related services division). This
asset was fully impaired at the year-end due to a sale of this division reaching the final stages of completion during
the first quarter of 2015. With the product sale planned on completion within 2015, at the time, it was deemed that
this income generating asset would be sold as part of the deal, and therefore would not yield a return for the group in
future periods and should be fully impaired. Subsequently, this sale did not take place, however the directors are
actively looking for a new buyer and have retained the full impairment to reflect this fact.
14. INVESTMENTS
An investment was made on 7 December 2015 where 50,000,000 0.1p placing shares were purchased in Glenwick
Plc for £50,000. This gives rise to a 3.63% holding in the company.
ONZIMA VENTURES PLC
Page 47
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
15. INVESTMENTS IN SUBSIDIARY UNDERTAKINGS
COMPANY
Cost
At beginning of year
Disposals
At end of year
Impairment
At beginning of year
Disposals
At end of year
Net book value
At end of year
At beginning of year
2015
£000
2,918)
(2,918)
-)
2,626)
(2,626)
-)
-)
292)
ONZIMA VENTURES PLC
Page 48
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
15. INVESTMENTS IN SUBSIDAIRY UNDERTAKINGS
COMPANY(continued)
The principal subsidiary undertakings are all wholly owned by the company, are consolidated and include the
following:
Subsidiary undertakings
Principal activity
Class of share
Incorporated in England and Wales:
UTN Solutions (North) Limited
Merchandising of electric bicycles and other products
Ordinary
Cognito Software Limited
Marketing and support of computer application software
Ordinary
Incorporated in Italy:
Tre-Sol Italia srl
Development of solar power park
Ordinary
The following undertakings, which are all wholly owned by Tre-Sol Italia srl and incorporated in Italy, are consolidated and
include the following
Ultima Italia srl
Harlicon srl
Leccesolar srl
Development of solar power park
Development of solar power park
Development of solar power park
The company disposed of all subsidiary undertakings on 14 October 2015.
Ordinary
Ordinary
Ordinary
16. INVENTORY
Finished goods
GROUP
2015
£000
-)
2014
£000
347
COMPANY
2015
£000
-)
2014
£000
44
A total of £Nil (2014: £545,000) was included in the income statement as cost of sales. This includes £Nil (2014:
£86,000) resulting from write down of inventories.
ONZIMA VENTURES PLC
Page 49
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
17. TRADE AND OTHER RECEIVABLES
GROUP
2015
£000
2014
£000
COMPANY
2015
£000
Trade receivables
Less provision for impairment
Trade receivables – net
Amounts owed by Group undertakings
Owed by related party (see note 24)
Other receivables
Tax recoverable
Prepayments and accrued income
-
-
-
-
-
1
9
11
21
329
-
329
-
14
108
-
88
539
-
-
-
-
-
1
9
11
21
2014
£000
258
-
258
1,475
-
108
-
18
1,859
The directors do not consider there to be any material difference between the fair values of trade and other receivables
and the amounts shown above. The trade and other receivables of the company and the Group are all denominated in
pounds sterling. The Group‘s main credit risk relates to trade receivables. No collateral is held as security against these
receivables and the carrying value approximates to the fair value.
Trade receivables that are less than three months past due are not considered impaired. As of 31 December 2015, trade
receivables of £Nil (2014: £220,000) were past due but not impaired. These relate to a number of independent
customers for whom there is no recent history of default. The ageing analysis of these trade receivables is as follows:
Up to 3 months
Over 3 months
GROUP
2015
£000
-)
-)
-)
2014
£000
29
191
220
COMPANY
2015
£000
-)
-)
-)
2014
£000
29
141
170
ONZIMA VENTURES PLC
Page 50
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
18. CASH AND CASH EQUIVALENTS
Cash at bank and on hand
Short-term bank deposits
19. TRADE AND OTHER PAYABLES
Bank overdraft
Trade payables
Amounts due to Group undertakings
Owed to related party (see note 24)
GROUP
2015
£000
587
-
587
GROUP
2015
£000
-
-
-
-
-
2014
£000
347
-
347
2014
£000
294
183
-
26
503
COMPANY
2015
£000
587
-
587
COMPANY
2015
£000
-)
-
-
-
-
2014
£000
149
-
149
2014
£000
-)
133
1,843
26
2,002
The directors consider that the carrying value of trade and other payables approximates to their fair value.
20. FINANCIAL INSTRUMENTS
The Group‘s financial instruments, from which financial instrument risk arises, comprise cash and cash equivalents,
trade receivables and trade payables that arise directly from its operations. The main financial instrument risks arising
from and impacted by, the financial assets and liabilities of the Group are credit risk, cash flow interest rate risk and
liquidity risk. The Board reviews and agrees policies for managing these risks and they are summarised below.
The Group does not hold any derivative financial instruments. The Group‘s financial assets and liabilities are
measured at amortised cost.
A debenture is in place for National Westminster Bank PLC on all monies due from the company to the chargee on
any account whatsoever secured on a fixed and floating charges over the undertaking and all property and assets
present and future including goodwill uncalled capital buildings fixtures plant and machinery.
The principal financial assets of the Group are trade receivables and cash at bank. Cash is held in sterling only in either
a current account or on short-term deposit. The amounts being as follows:
ONZIMA VENTURES PLC
Page 51
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
20. FINANCIAL INSTRUMENTS (continued)
Financial assets by category
GROUP
2015
Cash at bank
Trade and other receivables
Prepayments
Tax recovery
2014
Cash at bank
Trade and other receivables
Prepayments
Tax recovery
Loans and
receivables
£000
Non-financial
Assets
£000
587
-
-
10
597
347
451
-
-
798
-
-
11
-
11
-
-
88
-
88
Balance sheet
£000
587
-
11
10
608
347
451
88
-
886
Trade receivables arise directly from the Group‘s operations and do not carry any interest. All cash balances attract
interest at floating rates that vary with United Kingdom bank base rates. The Group does not have any undrawn
borrowing facilities.
COMPANY
2015
Cash at bank
Trade and other receivables
Amounts owed by Group undertaking
Prepayments
2014
Cash at bank
Trade and other receivables
Amounts owed by Group undertaking
Prepayments
Loans and
receivables
£000
Non-financial
Assets
£000
587
-
-
10
597
149
366
1,475
-
1,990
-
-
11
-
11
-
-
18
18
Balance sheet
£000
587
-
11
10
608
149
366
1,475
18
2,008
ONZIMA VENTURES PLC
Page 52
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
20. FINANCIAL INSTRUMENTS (continued)
GROUP
2015
Bank overdraft
Trade payables
Owed to related party
VAT and tax payable
Accruals and deferred income
2014
Bank overdraft
Trade payables
Owed to related party
VAT and tax payable
Accruals and deferred income
COMPANY
2015
Bank overdraft
Trade payables
Amounts due to group undertakings
Owed to related party
VAT and tax payable
Accruals
2014
Bank overdraft
Trade payables
Amounts due to group undertakings
Owed to related party
VAT and tax payable
Accruals
Other financial
liabilities
£000
Non-financial
liabilities
£000
Balance sheet
£000
-
-
-
-
-
-
294
183
26
-
119
622
-
-
-
-
-
-
-
-
133
1,843
26
-
81
2,083
-
-
-
-
48
48
-
-
-
76
109
185
-
-
-
-
-
48
48
-
-
-
-
72
109
181
-
-
-
-
48
48
294
183
26
76
228
807
-
-
-
-
-
48
48
-
133
1,843
26
72
190
2,264
ONZIMA VENTURES PLC
Page 53
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
20. FINANCIAL INSTRUMENTS (continued)
Credit risk
The Group‘s credit risk is primarily attributable to its trade receivables. Exposures to credit risk are minimised by
employing effective credit management policies and procedures. Only customers known to the Group are granted
credit terms. Annual fees for software licences and support agreements are payable in advance and require a uniquely
numbered ―valid licence key‖ to operate.
Cash flow interest rate risk
The Group is cash positive and places its balance on short-term deposits with National Westminster Bank Plc.
Variable rate interest receivable is based on United Kingdom bank base rates and therefore changes in interest rates
may affect the return on cash balances. No interest is received on any of the Group‘s other assets or receivables. The
Group does not have any loans, bank borrowings or other interest bearing payables.
Liquidity risk
It is the Group‘s policy to maintain sufficient cash resources to meet its short-term liabilities.
Foreign currency risk
The Group is exposed to movements in exchange rates for both foreign currency transactions and the translation of net
assets and income statement of foreign subsidiaries. The overseas subsidiary is regarded as long-term investment and
manages its translational exposure through currency matching of assets and liabilities where applicable. The three
currencies used by the Group are pounds sterling, euro and US dollars.
In respect of the United Kingdom operations, the purchases from foreign suppliers are dealt with on the Group‘s behalf
by Akhter Group Limited. These transactions are settled by Akhter Group Limited and are converted to pounds
sterling at pre-agreed spot rates for reimbursement by the Group.
The overseas subsidiary uses euro. The group will actively seek to source suppliers who deal in euro for this part of the
operations of the Group to minimise the risk.
The value of monetary assets and liabilities of the group not held in functional currency at the balance sheet date were
as follows:
Denominated in euros and US dollars
Assets
Liabilities
Net assets
2015
£000
-)
(-)
(-)
2014
£000
-)
(294)
(294)
ONZIMA VENTURES PLC
Page 54
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
20. FINANCIAL INSTRUMENTS (continued)
Price risk
The Group does not hold any listed security investments and therefore has no exposure to securities price risk.
Fair values
The Directors consider that there is no material difference between the book value and the fair value of the financial
instruments at 31 December 2015 and 31 December 2014.
Capital risk management
The Group considers its capital to comprise its ordinary and deferred share capital, share premium account and
accumulated retained losses.
The Group‘s objectives when managing capital are to safeguard the Group‘s ability to continue as a going concern in
order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital
structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Group may adjust the
amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.
The Group considers equity funding as the most appropriate form of capital for the Group, but keeps this under review
taking into account the risks, costs and benefits to equity shareholders of introducing debt.
ONZIMA VENTURES PLC
Page 55
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
21. a. DEFERRED TAX ASSET
GROUP
Depreciation in excess of capital
allowances
Losses
COMPANY
Losses
Provided
2015
£000
2014
£000
-
-
-
-
-
-
Provided
2015
£000
-
2014
£000
-
Not provided
2015
£000
-
-
-
Not provided
2015
£000
-
2014
£000
-
169
169
2014
£000
9
The Group has estimated tax losses of £4,5692,000 as at 31 December 2015 (2014: £5,552,000) which have not been
recognised for deferred tax purposes as these may only be set against certain profits arising in future accounting
periods.
ONZIMA VENTURES PLC
Page 56
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
22. CALLED UP SHARE CAPITAL
Allotted, called up and fully paid
138,631,936 ordinary shares of 0.1p each
137,674,431 deferred shares of 4p each
279,176,540 placing shares of 0.99p each
2015
£000
138
5,507
2,764
8,409
2014
£000
2,792
5,507
-
8,299
The deferred shares have no right to dividends nor do the holders thereof have the right to receive notice of or to attend
or vote at any General Meeting of the company. On a return of capital on a winding up of the company, the holders of
the deferred shares shall only be entitled to receive the amount paid up on such shares after the holders of the ordinary
shares have received the sum of £1,000,000 for each ordinary share held by them.
Ultima Networks Plc 2004 Share Option Scheme
The scheme was approved by the AGM held on 28 May 2004. No options to subscribe for ordinary shares of 1p each
have been granted under this scheme.
Ultima Networks Plc 2012 Share Option Scheme
The scheme was approved by the AGM held on 26 June 2012, being the Ultima Networks Plc 2012 Share Option
Scheme, but no options to subscribe for ordinary shares of 1p each have been granted to date.
Executive Share Option Schemes
Options to subscribe for ordinary shares of 1p each are exercisable in accordance with the 1994 Microvitec Inland
Revenue Approved Executive Share Option Scheme. During the year ended 31 December 2014, no options were
granted, no options were exercised and no options lapsed.
23. CAPITAL COMMITMENTS
Contracted capital expenditure
GROUP
2015
£000
-
2014
£000
-
COMPANY
2015
£000
-
2014
£000
-
24. FUTURE OPERATING LEASE COMMITMENT
There are no operating lease commitments at the balance sheet date. (2014: £Nil)
ONZIMA VENTURES PLC
Page 57
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
25. PENSIONS
During the year the Group contributed to the personal pension schemes (defined contribution) of certain employees.
No contributions were paid in respect of the directors. No amounts were accrued or prepaid at the year end (2014:
£Nil)
26. RELATED PARTY TRANSACTION
Gavin Burnell and Luke Cairns who were granted 10,804,840 and 2,701,210 share options respectively. No director
has granted or exercised any share options during this or the previous year nor did any lapse.
During the year the Group made purchases form Akhter Group Limited totalling £Nil (2014: £115,000) of this amount,
£Nil (2014: £11,000) was payable to Akhter Group Limited as at 31 December 2015. The purchases can be analysed
as follows:
Group company
Ultima Networks
UTN Solutions (North)
Cognito Software
Total
2015
£000
2014
£000
Description of purchases
-
43
-
43
10 Executive management services and project costs
105 Rent and carriage costs
- Pensions and carriage costs
115
As stated above the treasury function is performed on behalf of the company by Akhter Group Limited and will always
try to make the most beneficial use of available cash resources. During the year, no monies were loaned by the
company to Akhter Group Limited (2014: £Nil) and no monies were borrowed by the company from Akhter Group
Limited (2014: £Nil).
During the year the Group made sales to Akhter Group Limited totalling £Nil (2014: £144,000l) of this amount, £Nil
(2014: £Nil) was payable by Akhter Group Limited as at 31 December 2015.
SHARE BASED PAYMENT CHARGES
The Company has granted Ordinary Share options to its directors during the year that may be exercised within ten
years in whole or in part from the date of the grant at an exercise price of 0.7p per share.
The Black Scholes method was used to calculate the fair value of options at the date of grant.
The table below lists the inputs to the model used for the options granted during the year:
Weighted average share price at date of grant
Weighted average exercise price
Expected volatility
Contractual life
Risk free rate
0.9 pence
0.7 pence
50%
10 years
1%
A total share based payment charge of £30,812 was expensed in 2015 in respect of the options granted to the directors.
ONZIMA VENTURES PLC
Page 58
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
The share options held as at 31 December 2015 are set out in the table below:
Granted
during the
period
Exercised
during the
period
Outstanding at
31 December
2015
Option Price
Exercisable on
or before
G Burnell
L Cairns
Total Options
10,804,840
2,701,210
13,506,050
—
—
—
10,804,840
2,701,210
13,506,050
0.7p
0.7p
25 Oct 2025
25 Oct 2025
Note: A detailed breakdown of directors‘ options is set out in the Report on Directors‘ Remuneration.
Additionally, the company has issued 4,051,805 warrants to its brokers, Peterhouse Corporate Finance, for
the subscription of Ordinary Shares which may be exercised at any time up to 22 August 2019 at a price of
0.7p per share.
24. RELATED PARTY TRANSACTION (continued)
During the year the company recharged its administration expenses to all its subsidiaries as detailed below:
Group company
Ultima Networks
UTN Solutions (North)
Cognito Software
Total
2015
£000
-)
-)
-)
-))
Description
2014
£000
(190) Group recharge (receivable)
115) Group recharge payable
75) Group recharge payable
-)
During the year, the fees payable in respect of services rendered by the finance director, Anthony P Klein,
amounted to £9,000. These fees were paid to A Klein, a firm in which he is a partner.
25. CONTINGENT LIABILITY
The company had no contingent liabilities.
26. CONTROLLING PARTY
In the opinion of the directors, there is no ultimate controlling party.
27. PROVISIONS
No provisions have been made in these accounts. There is no deferred tax in the current year.
ONZIMA VENTURES PLC
Page 59
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
28. FAIR VALUES
The Directors consider that there is no material difference between the book value and the fair value of the
financial instruments at 31 December 2015 and 31 December 2014.
29. SUBSEQUENT EVENTS
There have been no significant events after the balance sheet date, other than those disclosed in the Directors‘
Report and the Strategic Report.