Company Registration No. 08463207 (England and Wales)
ZEME CAPITAL LIMITED
Unaudited financial statements
For the year ended 31 March 2017
Pages for filing with registrar
ZEME CAPITAL LIMITED
CONTENTS
Page
Statement of financial position
1
Notes to the financial statements
2 - 7
ZEME CAPITAL LIMITED
STATEMENT OF FINANCIAL POSITION
As at 31 March 2017
- 1 -
2017
2016
Notes
£
£
£
£
Fixed assets
Investment properties
3
5,020,222
5,020,222
Investments
4
23,734,899
12,248,626
28,755,121
17,268,848
Current assets
Trade and other receivables
5
-
261,059
Cash and cash equivalents
1,725,194
1,871,716
1,725,194
2,132,775
Current liabilities
6
(29,363,900)
(19,221,767)
Net current liabilities
(27,638,706)
(17,088,992)
Total assets less current liabilities
1,116,415
179,856
Equity
Called up share capital
7
1
1
Retained earnings
1,116,414
179,855
Total equity
1,116,415
179,856
The director of the company have elected not to include a copy of the income statement within the financial statements.
true
For the financial year ended 31 March 2017 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.
T
he director acknowledges his responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of financial statements.
T
he member has not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476
.
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and signed by the director and authorised for issue on 22 December 2017
Mr Nicholas Lowcock
Director
Company Registration No. 08463207
ZEME CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 March 2017
- 2 -
1
Accounting policies
Company information
Zeme Capital Limited is a
private
company
limited by shares
incorporated in England and Wales.
The registered office is
Connect House, 133-137 Alexandra Road, Wimbledon, London, SW19 7JY.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The financial statements are prepared in
sterling
, which is the functional currency of the company.
Monetary a
mounts
in these financial statements are
rounded to the nearest £.
The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.
1.2
Revenue
Revenue is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business
, and
is shown net of VAT and other sales related taxes
.
Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that are recoverable.
Revenue also includes rental income receivable from the company's investment properties, recognised in the period in which the rental income is earned.
1.3
Investment properties
Investment property, which is property held to earn rentals and/or for capital appreciation, is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure
. Subsequently it is measured
at fair value a
t
the reporting end date.
The surplus or deficit on revaluation is recognised in the income statement.
Where fair value cannot be achieved without undue cost or effort, investment property is accounted for as property, plant and equipment.
1.4
Non-current investments
Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
The investments are assessed for impairment at each reporting date
and
any
impairment
losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the company
. Control is
the power to govern the financial and operating policies of
the
entity so as to obtain benefits from its activities.
An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.
ZEME CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
For the year ended 31 March 2017
1
Accounting policies
(Continued)
- 3 -
Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities
.
1.5
Cash and cash equivalents
Cash and cash equivalents
are basic financial assets
and
include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.6
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset
, with
the net amounts presented in the financial statements
,
when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include trade and other receivables and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest
method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.
Financial assets classified as receivable within one year are not amortised.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including trade and other payables, bank loans, loans from
fellow group companies and preference shares that are classified as debt, are
initially recognised at transaction price unless the arrangement constitutes a
financing transaction, where the debt instrument is measured at the present value of
the future
paymen
ts discounted at a market rate of interest.
Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective
interest rate method.
Trade payables
are obligations to pay for goods or services that have been acquired
in the ordinary course of business from suppliers. A
m
ounts payable are classified as
current liabilities if payment is due within one year or less. If not, they are presented
as non-current liabilities. Trade payables are recognised initially at transaction price
and subsequently measured at amortised cost using the effective interest method.
Other financial liabilities
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as
being measured at
fair value though profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
ZEME CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
For the year ended 31 March 2017
1
Accounting policies
(Continued)
- 4 -
1.7
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.8
Derivatives
Derivatives are initially recognised at fair value at the date a derivative contract is entered into and are subsequently remeasured to fair value at each reporting end date. The resulting gain or loss is recognised in profit or loss immediately unless the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition in profit or loss depends on the nature of the hedge relationship.
A derivative with a positive fair value is recognised as a financial asset, whereas a derivative with a negative fair value is recognised as a financial liability.
1.9
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The
company’s
liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the 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 tax assets and liabilities are offset when the
company
has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.10
The financial statements present information about the company as an individual undertaking and not about its group. The company and its subsidiary undertaking comprise a small-sized group. The company has therefore taken advantage of the exemptions provided by section 399 of the Companies Act 2006 not to prepare group accounts.
2
Employees
The average monthly number of persons (including directors) employed by the company during the year was 0 (2016 - 1).
ZEME CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
For the year ended 31 March 2017
- 5 -
3
Investment property
2017
£
Fair value
At 1 April 2016 and 31 March 2017
5,020,222
The fair value of the investment property was based on an open market valuation by reference to market evidence of transaction prices for similar properties. The director has determined that there has been no material movement on the fair value of investment property since acquisition.
4
Fixed asset investments
2017
2016
£
£
Listed investments
8,493,627
3,356,438
Unlisted investments
2,356,277
1,731,648
Loans
12,884,995
7,160,540
23,734,899
12,248,626
ZEME CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
For the year ended 31 March 2017
4
Fixed asset investments
(Continued)
- 6 -
Movements in non-current investments
Shares in group undertakings
Loans to group undertakings
Listed investments
Loans
Unlisted investments
Total
£
£
£
£
£
£
Cost or valuation
At 1 April 2016
231,616
3,722,344
3,124,822
3,438,196
1,731,648
12,248,626
Additions
34,518
2,201,191
4,836,925
3,173,510
431,810
10,677,954
Valuation changes
-
289,366
313,550
-
-
602,916
Amortisation from effective interest rate
-
460,150
-
247,589
-
707,739
Reclassification
-
213,294
-
(242,175)
-
(28,881)
Disposals
-
-
(47,804)
(618,470)
-
(666,274)
At 31 March 2017
266,134
6,886,345
8,227,493
5,998,650
2,163,458
23,542,080
Impairment
At 1 April 2016
-
-
-
-
-
-
Impairment losses
-
-
-
-
97,120
97,120
-
-
-
-
(289,939)
(289,939)
At 31 March 2017
-
-
-
-
(192,819)
(192,819)
Carrying amount
At 31 March 2017
266,134
6,886,345
8,227,493
5,998,650
2,356,277
23,734,899
At 31 March 2016
231,616
3,722,344
3,124,822
3,438,196
1,731,648
12,248,626
5
Trade and other receivables
2017
2016
Amounts falling due within one year:
£
£
Other receivables
-
261,059
ZEME CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
For the year ended 31 March 2017
- 7 -
6
Current liabilities
2017
2016
£
£
Corporation tax
155,042
101,568
Other payables
29,208,858
19,120,199
29,363,900
19,221,767
7
Called up share capital
2017
2016
£
£
Ordinary share capital
Issued and fully paid
1 ordinary share of £1 each
1
1
1
1
8
Related party transactions
During the year the company's director provided a loan to the company. The balance of the loan due to the director at 31 March 2017 was £29,194,578 (2016: £19,110,199). Although the loan is interest-free and repayable on demand, during the year the director received a single interest payment of £300,000.
During the year the company provided a loan to its subsidiary undertaking. The balance of the loan due to the company at 31 March 2017 was EUR 7,260,000 (2016: EUR 4,700,000). The loan bears interest at a rate of 10% per annum and accrued interest of EUR 460,150 (2016: EUR 269,315) has been recognised in the profit and loss account. The total outstanding and recognised within fixed asset investments as at 31 March 2017 was £6,886,345 (2016: £3,722,344). The loan is repayable on the fifth anniversary following the issue of the loan.