Report of the Directors and Financial Statements for Imprimatur Capital Limited
Contents of the Financial Statements Page Company Information 1 Report of the Directors 2 Profit and Loss Account 3 Balance Sheet 4 Notes to the Financial Statements 6 Profit and Loss Account 12
Imprimatur Capital Limited Company Information DIRECTORS: A Bottomley J R Graham I J Watson M J Brooke SECRETARY: I J Watson REGISTERED OFFICE: 10/14 Accomodation Road Golders Green London NW11 8ED REGISTERED NUMBER: 04583297 (England and Wales) ACCOUNTANTS: Grunberg & Co Limited Chartered Accountants 10-14 Accommodation Road Golders Green London NW11 8ED Page 1
Report of the Directors The directors present their report with the financial statements of the company for the year ended 31 March 2013. PRINCIPAL ACTIVITY The principal activity of the company in the year under review was that of the provision of principal investment, corporate advisory and consultancy services. DIRECTORS The directors shown below have held office during the whole of the period from 1 April 2012 to the date of this report. A Bottomley J R Graham I J Watson M J Brooke SHARE OPTIONS Options to acquire shares have been granted to the following directors :- A Bottomley - 370 shares I J Watson - 370 shares J R Graham - 55 shares This report has been prepared in accordance with the special provisions of Part 15 of the Companies Act 2006 relating to small companies. ON BEHALF OF THE BOARD: I J Watson - Director 18 December 2013 Page 2
Profit and Loss Account Notes TURNOVER - - Administrative expenses 275,445 292,067 OPERATING LOSS 2 (275,445) (292,067) Income from fixed asset investments - 4,155 Interest receivable and similar income 17 684 17 4,839 (275,428) (287,228) Provisions against intercompany balances 3 (281,349) - PROFIT/(LOSS) ON ORDINARY ACTIVITIES BEFORE TAXATION 5,921 (287,228) Tax on profit/(loss) on ordinary activities 4 - - PROFIT/(LOSS) FOR THE FINANCIAL YEAR 5,921 (287,228) The notes form part of these financial statements Page 3
Balance Sheet 31 March 2013 Notes FIXED ASSETS Tangible assets 5 162 318 Investments 6 1,681 68,681 1,843 68,999 CURRENT ASSETS Debtors 7 2,405,847 2,376,528 Cash at bank 45,000 44,571 2,450,847 2,421,099 CREDITORS Amounts falling due within one year 8 12,008 11,713 NET CURRENT ASSETS 2,438,839 2,409,386 TOTAL ASSETS LESS CURRENT LIABILITIES 2,440,682 2,478,385 CREDITORS Amounts falling due after more than one year 9-43,624 NET ASSETS 2,440,682 2,434,761 CAPITAL AND RESERVES Called up share capital 11 409 409 Share premium 12 17,323,381 17,323,381 Profit and loss account 12 (14,883,108 ) (14,889,029 ) SHAREHOLDERS' FUNDS 2,440,682 2,434,761 The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 March 2013. The members have not required the company to obtain an audit of its financial statements for the year ended 31 March 2013 in accordance with Section 476 of the Companies Act 2006. The directors acknowledge their responsibilities for: (a) ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and (b) preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company. The notes form part of these financial statements Page 4 continued...
Balance Sheet - continued 31 March 2013 The financial statements have been prepared in accordance with the special provisions of Part 15 of the Companies Act 2006 relating to small companies and with the Financial Reporting Standard for Smaller Entities (effective April 2008). The financial statements were approved by the Board of Directors on 18 December 2013 and were signed on its behalf by: I J Watson - Director The notes form part of these financial statements Page 5
Notes to the Financial Statements 1. ACCOUNTING POLICIES Accounting convention The financial statements have been prepared under the historical cost convention and in accordance with the Financial Reporting Standard for Smaller Entities (effective April 2008). Preparation of consolidated financial statements The financial statements contain information about Imprimatur Capital Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company has taken the option under Section 398 of the Companies Act 2006 not to prepare consolidated financial statements. Tangible fixed assets Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life. Short leasehold Computer equipment - over the period of the lease - 33% on cost Pension costs and other post-retirement benefits The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to the profit and loss account in the period to which they relate. Impairment review of fixed asset investments The company's and group's portfolio of investments primarily relates to start up new technology companies. The directors are of the opinion that in order for the accounts to show a true and fair view and in the interest of prudence, a provision should be made against certain investments to reflect the uncertainty and risk associated with early stage investing. 2. OPERATING LOSS The operating loss is stated after charging: Depreciation - owned assets 156 799 Loss on disposal of fixed assets 21,351 - Foreign exchange differences - 2,165 Pension costs 17,500 17,655 Directors' remuneration and other benefits etc 90,000 58,750 3. PROVISIONS AGAINST INTERCOMPANY BALANCES Reversal of provision against intercompany balance (281,349) - 4. TAXATION Analysis of the tax charge No liability to UK corporation tax arose on ordinary activities for the year ended 31 March 2013 nor for the year ended 31 March 2012. Page 6 continued...
Notes to the Financial Statements - continued 5. TANGIBLE FIXED ASSETS Short Computer leasehold equipment Totals COST At 1 April 2012 and 31 March 2013 59,649 50,681 110,330 DEPRECIATION At 1 April 2012 59,649 50,363 110,012 Charge for year - 156 156 At 31 March 2013 59,649 50,519 110,168 NET BOOK VALUE At 31 March 2013-162 162 At 31 March 2012-318 318 6. FIXED ASSET INVESTMENTS Shares in group undertakings COST At 1 April 2012 68,681 Disposals (67,000) At 31 March 2013 1,681 NET BOOK VALUE At 31 March 2013 1,681 At 31 March 2012 68,681 Page 7 continued...
Notes to the Financial Statements - continued 6. FIXED ASSET INVESTMENTS - continued The company's investments at the balance sheet date in the share capital of companies include the following: Letzone Limited Country of incorporation: England & Wales Nature of business: Holding investments in trading companies % Class of shares: holding Ordinary 100.00 Aggregate capital and reserves (2,080,294 ) (2,305,348 ) Profit for the year 225,054 - The cost of the investment in Letzone Limited as at 31 March 2013 amounted to 102. The wholly owned subsidiary, Letzone Limited, has made further investments as follows:- a) An investment of 298,764 representing a 26.46% stake in the share capital of D-Simlab Technologies Pte Limited, a trading company incorporated in Singapore.. b) An investment of 267,751 representing a 21.78% stake in the share capital of Mobile Acuity Limited, a trading company incorporated in Scotland. c) An investment of 272,723 representing a 22.77% stake in the share capital of UAB Vittamed, a trading company incorporated in Lithuania. d) An investment of 277,103 representing a 27.01% stake in the share capital of Leximancer Pty, a trading company incorporated in Australia. e) An investment of 6,622 representing a 5.67% stake in the share capital of Information Governance Holdings Limited, a trading company incorporated in England & Wales. f) An investment of 287,760 representing a 61.50% stake in the share capital of QS Biodiesel Limited, a trading company incorporated in England & Wales. g) An investment of 90,066 representing a 83.13% stake in the share capital of Libera Network Limited, a trading company incorporated in England & Wales. A full provision has been made against this investment. h) An investment of 362,262 representing a 23.46% stake in the share capital of BIGDNA Limited, a trading company incorporated in Scotland. i) An investment of 223,891 representing a 22.87% stake in the share capital of Supernova Diagnostics Inc, a trading company incorporated in Hong Kong. j) An investment of 129,040 representing a 35.00% stake in the share capital of Marmirus LLC, a trading company incorporated in the Russian Federation. k) An investment of 186,097 representing a 9.13% stake in the share capital of Evgen Limited, a trading company incorporated in England & Wales. l) An investment of 82,148 representing a 19.46% stake in the share capital of Clusterpoint Limited, a trading company incorporated in Latvia. The total cost value of these investments within Letzone Limited amounts to 2,484,227 (2012-2,741,572). The provision made in respect of these investments as at 31 March 2013 amounts to 90,067 (2012-413,612). Page 8 continued...
Notes to the Financial Statements - continued 6. FIXED ASSET INVESTMENTS - continued Imprimatur Capital Corporate Finance Limited Nature of business: Corporate advisory and consultancy services % Class of shares: holding Ordinary 100.00 Aggregate capital and reserves 43,531 46,477 Loss for the year (2,946) (3,548) The company ceased trading by 31 March 2013 and the original investment of 65,000 has been written off. Imprimatur Capital Baltics (Latvia) Country of incorporation: Republic of Latvia Nature of business: Corporate advisory and consultancy services % Class of shares: holding Ordinary 100.00 Aggregate capital and reserves - 3,257 Loss for the year - (950) The company was dissolved in the year. Imprimatur Capital Singapore Pte Ltd Country of incorporation: Singapore Nature of business: Dormant % Class of shares: holding Ordinary 100.00 The investment in Imprimatur Capital Singapore Pte Ltd amounted to 26,415 and has been written off in full. The company ceased trading and has been dormant during the year. Imprimatur Capital Fund Management Country of incorporation: Latvia Nature of business: Corporate advisory and consultancy services % Class of shares: holding Ordinary 60.00 Aggregate capital and reserves 103,569 55,600 Profit for the year 59,442 10,264 The cost of the investment in Imprimatur Capital Fund Management SIA (Latvia) as at 31 March 2013 amounted to 1,579. Page 9 continued...
Notes to the Financial Statements - continued 7. DEBTORS Amounts falling due within one year: Amounts owed by group undertakings 6,387 3,132 Other debtors 5,300 5,300 Prepayments and accrued income - 1,200 11,687 9,632 Amounts falling due after more than one year: Amounts owed by group undertakings 2,394,160 2,366,896 Aggregate amounts 2,405,847 2,376,528 8. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR Trade creditors 1,949 - Social security and other taxes 3,595 209 Directors' current accounts 465 174 Accrued expenses 5,999 11,330 12,008 11,713 9. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR Amounts owed to group undertakings - 43,624 10. OPERATING LEASE COMMITMENTS The following operating lease payments are committed to be paid within one year: Expiring: Between one and five years 32,085 32,085 11. CALLED UP SHARE CAPITAL Allotted, issued and fully paid: Number: Class: Nominal value: 8,185 Ordinary 0.05 409 409 Page 10 continued...
Notes to the Financial Statements - continued 12. RESERVES Profit and loss Share account premium Totals At 1 April 2012 (14,889,029 ) 17,323,381 2,434,352 Profit for the year 5,921 5,921 At 31 March 2013 (14,883,108 ) 17,323,381 2,440,273 13. RELATED PARTY DISCLOSURES As at 31 March 2013, the following amounts were owed to the company by subsidiary/associated undertakings of Letzone Limited:- - 6,387 (2012-3,132) owed by QS Biodiesel Limited. - nil (2012-41,332) owed by Leximancer Pty. - 2,394,160 net of provision of 1,968,651 (2012-2,325,564, net of provision of 2,250,000) owed by Letzone Limited. This balance is included within debtors falling due after more than one year. As at 31 March 2013, the company owed nil (2012: 43,624) to its subsidiary undertaking, Imprimatur Capital Corporate Finance Limited. 14. ULTIMATE CONTROLLING PARTY There is no ultimate controlling party at both this year and the preceding year. 15. SHARE-BASED PAYMENT TRANSACTIONS Options have been granted under the following schemes to subscribe for ordinary shares of the Company as follows: Scheme No. of options in scheme Price per share Exercise period Unapproved 10 0.05 1 Feb 2010-1 Feb 2015 Unapproved 12 350 1 Apr 2005-1 April 2015 Unapproved 25 500 1 Dec 2005- to 1 Dec 2014 Unapproved 10 0.05 1 Dec 2009- to 1 Dec 2014 Unapproved 8 0.01 1 Jan 2009-1 Jan 2014 Unapproved 200 0.05 1 Jul 2011-1 Jul 2016 Unapproved 7 500 1 June 2005-1 Jun 2014 Unapproved 3 7,649 11 Sep 2011-11 Sep 2014 Unapproved 20 750 14 Feb 2005-13 Feb 2005 Unapproved 100 0.05 16 Dec 2009-6 Dec 2014 Unapproved 25 3,640 16 Sep 2005-15 Sep 2014 Unapproved 10 7,469 2 Jan 2007-2 Jan 2015 Unapproved 300 0.05 21 Jan 2013-20 Jan 2021 Unapproved 100 0.05 5 Feb 2010-4 Feb 2015 Unapproved 55 500 5 Jan 2005-4 Jan 2014 Unapproved 40 0.01 7 Jan 2009-6 Jan 2014 Unapproved 6 0.01 7 Jan 2009-6 Jan 2014 Unapproved 3 8,000 7 Jun 2007-6 Jun 2015 Unapproved 10 0.05 8 Feb 2010-7 Feb 2015 Unapproved 45 3,640 9 Aug 2005-8 Aug 2014 There are no conditions attached to any of the above share options. Page 11
Profit and Loss Account Income - - Other income Other fixed asset invest - FII - 4,155 Deposit account interest 17 684 17 4,839 17 4,839 Expenditure Rent and rates 32,246 36,149 Insurance 4,197 4,301 Directors' salaries 90,000 58,750 Directors' pension contributions 17,500 17,655 Social security 11,466 7,782 Telephone 3,003 6,730 Printing, postage & stationery 2,399 3,443 Overseas travel & subsistence 39,042 68,866 Motor, UK travel & subsistence 19,054 - Website, internet & computer maintenance expenses 6,535 8,252 Books, magazines & journals 1,243 1,041 Sundries 2,920 2,003 Accountancy & bookkeeping 16,522 24,074 Consultancy fees and expenses - 20,750 Legal and professional fees 591 10,467 Foreign exchange (gain)/losses - 2,165 Profit/loss on sale of fixed asset investments 21,351 - Staff welfare - 328 Entertainment 6,006 17,195 274,075 289,951 (274,058) (285,112) Finance costs Bank charges 1,214 1,316 (275,272) (286,428) Depreciation Computer equipment 156 800 (275,428) (287,228) Provisions against intercompany balances Reversal of provision against intercompany balance (281,349) - NET PROFIT/(LOSS) 5,921 (287,228) This page does not form part of the statutory financial statements Page 12