financial report powerhouse annual report annual financial report … · 2016-10-11 · the...

As at 30 June 2015

Annual Financial ReportContents Company Directory 27

Directors' Responsibility Statement 28

Statement of Comprehensive Income 29

Statement of Changes in Equity 30

Statement of Financial Position 30

Statement of Cash Flows 31

Notes to the Financial Statements 32

Independent audit report to the shareholders 52

The Governance Framework, Board of Directors and other Directors disclosures 53

Additional Information 60

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Financial Report powerHouse Annual report

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Postal AddressPO Box 29519 Fendalton Christchurch, 8540

Registered OfficeLevel 3 2 Hazeldean Road Addington Christchurch, 8024

Business LocationsLevel 3, 2 Hazeldean Road Addington Christchurch, 8024

Unit DG07, Dovedale Village Waimairi Road Christchurch, 8041

Gracefield Innovation Precinct 69 Gracefield Road Lower Hutt, 5012 Wellington

87 Saint David Street PO Box 56 Dunedin, 9054

PO Box 32-442 Devonport Auckland, 0744

Company Number1854396

SolicitorsChapman Tripp

AuditorsErnst & Young, Christchurch

Date of Formation17 August 2006

Company Directory

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Financial ReportpowerHouse Annual report

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The Directors of Powerhouse Ventures Limited (“the Company”) are pleased to present to the shareholders the financial statements of the Company for the year ended 30 June 2015.

The Directors are responsible for presenting financial statements in accordance with New Zealand law and generally accepted accounting practice, which give a true and fair view of the financial position of the Company as at 30 June 2015 and the results of its operations and cash flows for the year ended on that date.

The Directors consider the financial statements of the Company have been prepared using accounting policies which have been consistently applied and supported by reasonable judgements and estimates and that all relevant financial reporting and accounting standards have been followed.

The Directors believe that proper accounting records have been kept which enable with reasonable accuracy, the determination of the financial position of the Company and facilitate compliance of the financial statements with the Financial Reporting Act 2013.

The Directors consider that they have taken adequate steps to safeguard the assets of the Company and to prevent and detect fraud and other irregularities. Internal control procedures are also considered to be sufficient to provide reasonable assurance to the integrity and reliability of the financial statements.

Directors’ Responsibility Statement

Future OutlookThe Directors have agreed a strategy for the next twelve months which includes a capital raising programme and the realisation of certain investments providing financial resources to meet the Company’s strategic plan. The capital raising programme includes the following:

- “Stage 4” capital raise, extending the successful $3.6 million June 2015 activity out until September 2015 and increasing the amount raised to $5.6 million

- acquisition of a cornerstone investors of at least $5 million and up to $30 million

- initial public offering (IPO) of the Company’s shares with the raising of up to $40 million through a planned dual listing on the NZX and the ASX.

Should the Company not be successful in, or achieve, one or more of the planned capital raising activities outlined above, the ability of the Company to continue to invest in new ventures would be curtailed and it would have to re-evaluate its future plans to manage the business within its existing capital and funding structure.

The Financial Statements are signed on behalf of the Board by:

Chairman 26 August 2015

Director 26 August 2015

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Notes 2015 $

2014 $

IncomeRevenue 2 3,831,893 1,826,771Finance income 16,242 16,091

Total income 3,848,135 1,842,862

ExpensesEmployee benefits expense 4 4,110,003 1,732,589Insurance expense 20,167 14,073Legal & professional costs 145,971 25,521Property expense 82,330 9,075Other expenses 370,268 224,760

Total expenses 4,728,739 2,006,018

Net changes in fair value of investments at fair value through profit or loss 3 117,399 -Profit/(loss) before income tax (763,205) (163,156)Income tax 5 (a) - - Profit/ (loss) after tax for the year (763,205) (163,156)Other comprehensive income - -

Total comprehensive income/(loss) for the year attributable to equity holders of the Company (763,205) (163,156)

Earnings per share:Basic (dollars per share) 6 (189) (163)

Diluted (dollars per share) 6 (189) (163)

Statement of Comprehensive IncomeFor the year ended 30 June 2015

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Notes 2015 $

2014 $

AssetsCash and cash equivalents 8 1,773,976 240,834 Trade and other receivables 9 308,273 424,777 Short-term loans receivable 10 522,050 - Current tax receivable 5(b) 18,973 4,286 Loans to investee companies 11 198,728 - Investments 12 11,798,376 20 Property, plant and equipment 13 19,315 28,301 Intangible assets 14 166,380 -

Total assets 14,806,071 698,218

LiabilitiesTrade and other payables 15 937,461 342,258 Deferred revenue 16 12,000 12,000

Total liabilities 949,461 354,258

Net assets 13,856,610 343,960

EquityShare capital 7 14,276,855 1,000 Retained earnings (420,245) 342,960

Total equity 13,856,610 343,960

Statement of Financial PositionAs at 30 June 2015

The accompanying accounting policies and notes to the financial statements form an integral part of these financial statements.

Notes Share capital $

Retained earnings $

Total equity $

Balance at 1 July 2014 1,000 342,960 343,960 Increase in share capital 7 15,249,385 - 15,249,385 Total comprehensive income/(loss) for the year - (763,205) (763,205)Treasury stock movement 7 (973,530) - (973,530)

Balance at 30 June 2015 14,276,855 (420,245) 13,856,610

Balance at 1 July 2013 1,000 506,116 507,116Total comprehensive income/(loss) for the year - (163,156) (163,156)

Balance at 30 June 2014 1,000 342,960 343,960

Statement of Changes in EquityFor the year ended 30 June 2015


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Statement of Cash FlowsFor the year ended 30 June 2015

Notes 2015$

2014 $

Cash flows from operating activitiesReceipts from customers 2,937,510 1,828,740 Payments to suppliers and employees (2,999,239) (2,053,194)Finance income 16,242 16,091

Net cash inflow/(outflow) from operating activities 17 (45,487) (208,363)

Cash flows from investing activitiesPurchase of investments (2,096,716) - Purchase of intangible assets (25,000) - Purchase of property plant and equipment (2,459) (31,327)Short term loans to investee companies (522,050) - Cash acquired on restructuring 1,036,230 -

Net cash inflow/(outflow) from investing activities (1,609,995) (31,327)

Cash flows from financing activitiesProceeds from issuance of shares 3,552,210 -Issuance costs (363,586) -

Net cash inflow/(outflow) from financing activities 3,188,624 -

Net increase/(decrease) in cash and cash equivalents 1,533,142 (239,690)Cash and cash equivalents at the beginning of the financial year 240,834 480,524

Cash and cash equivalents at end of year 8 1,773,976 240,834


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1 Summary of accounting policiesStatement of compliancePowerhouse Ventures Limited (the ‘Company’) and its subsidiaries are profit-oriented companies incorporated and domiciled in New Zealand under the Companies Act 1993. The Company is an investment company whose targeted asset-class is research-backed intellectual property. The Company was formed in Christchurch in 2006 to commercialise scientific and technical innovation developed at New Zealand’s universities and government-owned research institutes.

The Company is not a Financial Markets Conduct reporting entity for the purposes of the Financial Reporting Act 2013 and the Financial Markets Conduct Act 2013. However, its financial statements have been prepared to comply with these Acts.

The financial statements have been prepared in accordance with Generally Accepted Accounting Practice in New Zealand (“NZ GAAP”). They comply with New Zealand Equivalents to International Financial Reporting Standards (“NZ IFRS”) and other applicable reporting standards as appropriate for profit-oriented entities. The Company has elected to be a Tier 1 for-profit entity in terms of XRB A1.

The financial statements comply with International Financial Reporting Standards (“IFRS”).

This is the first financial period that the financial statements of the Company have been prepared in accordance with the full reporting requirements of IFRS. The previous financial statements of the Company were prepared under NZ IFRS and other financial reporting standards as appropriate to entities that qualify for and apply differential reporting concessions, as it previously did not have any public accountability and was not large.

Basis of preparationThe financial statements have been prepared on the basis of historical cost, except for certain financial assets held at fair values as explained in the accounting policies below.

Historical cost is generally based on the fair value of the consideration given in exchange for goods and services.

Accounting policies are selected and applied in a manner which ensures that the resulting financial information satisfies the concepts of relevance and reliability, thereby ensuring that the substance of the underlying transactions or other events is reported.

The accounting policies set out below have been applied in preparing the financial statements for the year ended 30 June 2015 and the comparative information presented in these financial statements for the year ended 30 June 2014. The effect of the change in reporting requirements in the current year is detailed at note 1 (r).

The financial statements are presented in New Zealand dollars, being the Company’s functional and presentation currency, rounded to the nearest dollar.

Critical judgements in applying accounting policiesIn preparing these financial statements, the Company has made estimates and assumptions concerning the future in order to determine certain balances at reporting date. These estimates and assumptions may differ from the subsequent actual results. Estimates and assumptions are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The key estimates in the preparation of these financial statements are the assessment of investment fair values (notes 12 and 29), the investment entity designation (note 1 (a)) and impairment assessment (note 14).

Summary of significant accounting policiesThe following specific accounting policies have been adopted in the preparation and presentation of the financial statements.

Notes to the Financial Statements

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(a) Basis of consolidationNZ IFRS 10 provides an exemption to investment entities from consolidating subsidiaries. The Company qualifies for this exemption as it:- obtains funds from one or more investors for the purpose of providing those investors with investment management services; - commits to its investors that its business purpose is to invest funds solely for returns from capital appreciation, investment income or both; and - measures and evaluates the performance of substantially all of its investments on a fair value basis.

In addition, there are four typical characteristics of an investment entity provided in NZ IFRS 10 being:- it has more than one investment; - it has more than one investor; - it has investors that are not related parties of the entity; and, - it has ownership interests in the form of equity or similar interests.

The Directors have assessed that the Company meets these requirements. The Company has applied this NZ IFRS 10 investment entity exemption for the whole financial year.

Under NZ IFRS 10, investments in subsidiaries are measured at fair value through profit or loss in accordance with NZ IAS 39, rather than being consolidated to form group accounts. As such, these separate financial statements are the Company’s only financial statements.

Subsidiaries are those entities controlled directly or indirectly by the Company. Control is achieved where the Company has power over the entity, exposure to variable returns from its involvement in the entity and the ability to use its power to affect the amount of the returns.

In addition, a venture capital organisation may measure its investments in associated entities at fair value through profit or loss in accordance with NZ IAS 39, or by applying the equity method as per NZ IAS 28. The Company has elected to account for investments in associates at fair value through profit or loss. Associate entities are those over which the Company has significant influence, but does not have control.

(b) Revenue recognitionGovernment grant funding:Government grants are recognised when there is reasonable assurance that the grant will be received and all attaching conditions are likely to be met. Government grants are recognised in profit or loss on a systematic basis over the periods in which the Company recognises as expenses the related costs for which the grants are intended to compensate. Revenue is otherwise deferred until the conditions of the grant have been met. Government grants that are receivable as compensation for expenses or losses already incurred, or for the purpose of giving immediate financial support to the Company with no future related costs, are recognised in profit or loss in the period in which they become receivable.

Fees for services and fund management and deal fees:Revenue is measured at the fair value of the consideration received or receivable, net of goods and services tax. This is recognised as income when contractual terms have been met.

Interest income:Revenue is recognised as interest accrues using the effective interest method.

Dividend income:Dividend income from investments is recognised when the shareholder’s right to receive payment has been established (provided that it is probable that the economic benefits will flow to the Company and the amount of income can be measured reliably).

(c) Goods and service taxWith the exception of trade payables and receivables, all items are stated exclusive of goods and services tax.

(d) Cash and cash equivalentsCash and cash equivalents includes cash on hand, deposits held at call with banks and other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of change in value.

(e) InvestmentsInvestment assets held at fair value are measured initially at fair value excluding any transaction costs that are directly attributable to the acquisition or issue of the financial asset. Subsequent to initial recognition, all instruments held at fair value through profit or loss are measured at fair value with changes in their fair value recognised in profit or loss.

The Company invests in seed and start-up stage ventures. All investments are early stage investments at the time of the initial investment. The valuation of these investments is undertaken by the Company using accepted industry valuation guidelines. The International Private Equity and Venture Capital Valuation Guidelines (IPEV) have been accepted as the industry standard valuation guidelines and are based on the principle of ‘fair value’. They are reviewed following any relevant changes in accounting standards or market practices. The IPEV guidelines provide a framework for private equity and venture capital fund managers to arrive at a fair value for their investments. The IPEV are of the view that compliance with IFRS can be achieved by following the guidelines.

IPEV guidelines recommend that for early stage investments, where it is difficult to assess the future profitability of the investee company, fair value is generally determined by the price of the most recent investment. This methodology is appropriate until the circumstances of the investee company change such that an alternative valuation methodology (such as, but not limited to price/earnings analysis or discounted cash flow) is appropriate.

(f) Financial instrumentsNon-derivative financial instruments comprise investments in shares, cash and cash equivalents, loans and borrowings, trade and other receivables and trade and other payables.

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Non-derivative financial instruments are recognised initially at fair value plus, for instruments not at fair value through profit or loss, any directly attributable transaction costs. Subsequent to initial recognition, non-derivative financial instruments are measured as described below.

A financial instrument is recognised if the Company becomes a party to the contractual provisions of the instrument. Financial assets are derecognised if the Company’s contractual rights to the cash flows from the financial assets expire or if the Company transfers the financial asset to another party without retaining control or substantially all risks and rewards of the asset.

Purchases and sales of financial assets are accounted for at trade date, being the date the Company commits itself to purchase or sell the asset. Financial liabilities are derecognised if the Company’s obligations specified in the contract expire or are discharged or cancelled.

The Company classifies its investments under the category ‘financial assets at fair value through profit or loss - designated as such upon initial recognition’. Investments in subsidiaries are required to be held at fair value, as the company has applied the investment entity exemption under NZ IFRS 10. The Company has elected to measure investments in associates at fair value as per the provisions of NZ IAS 28 available to venture capital organisations.

Trade and other receivablesThese assets are non-derivative financial assets with fixed or determinable payments that are not quoted on an active market. They arise principally through the provision of goods and services to customers (e.g. trade receivables), but also incorporate other types of contractual monetary assets. They are initially recognised at fair value plus transaction costs that are directly attributable to their acquisition or issue and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment.

Impairment provisions are recognised when there is objective evidence (such as significant financial difficulties on the part of the counterparty or default or significant delay in payment) that the Company will be unable to collect all of the amounts due, the amount of such a provision being the difference between the net carrying amount and the present value of the future expected cash flows associated with the impaired receivable. For trade receivables, which are reported net, such provisions are recorded in a separate allowance account with changes in the carrying amount of the allowance account being recognised within ‘other expenses’ in the statement of comprehensive income. On confirmation that the trade receivable will not be collectable, the gross carrying value of the asset is written off against the associated provision.

From time to time, the Company elects to renegotiate the terms of trade receivables due from customers with which it has previously had a good trading history. Such renegotiations will lead to changes in the timing of payments rather than changes to the amounts owed and, in consequence, the new expected cash flows are discounted at the original effective interest rate and any resulting difference to the carrying value is recognised in the statement of comprehensive income (operating profit).

Trade and other payablesTrade and other payables are initially measured at fair value and subsequently measured at amortised cost using the effective interest method.

(g) Share capitalFinancial instruments issued by the Company are classified as equity only to the extent that they do not meet the definition of a financial liability or financial asset. The Company’s ordinary shares are classified as equity instruments. This includes the shares which have been issued to employees as part of their bonuses. Equity instruments are recognised at the proceeds received, net of direct issue costs.

NZ IAS 32 paragraph 37 requires costs incurred in issuing own equity instruments to be accounted for as a deduction from equity to the extent they are incremental costs directly attributable to the equity transaction that otherwise would have been avoided. The costs incurred by the Company for the intended issue of equity instruments have been capitalised and recorded as prepayments in the statement of financial position until such time as the equity is raised and they can be accounted for as a deduction from equity.

(h) Employee benefitsLiabilities for wages and salaries, including non-monetary benefits, annual leave and long service leave expected to be settled within 12 months of the reporting date are recognised in accrued expenses in respect of employees’ services up to the reporting date and are measured at the amounts expected to be paid when the liabilities are settled on an undiscounted basis.

The Company recognises a liability and an expense for bonuses where it is contractually obliged to pay them, or where there is a past practice that has created a constructive obligation.

Obligations for contributions to defined contribution pension plans (including KiwiSaver) are recognised as an expense in profit or loss when they are due.

(i) LeasesLeases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease. Lease incentives received are recognised in profit or loss over the lease term as an integral part of the total lease expense.

(j) TaxationIncome tax expense represents the sum of the tax currently payable and deferred tax.

Current taxThe tax currently payable is based on taxable profit for the year. Taxable profit differs from ‘profit before tax’ as reported in the statement of comprehensive income because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The Company’s current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

Deferred taxDeferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary

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differences can be utilised. Such deferred tax assets and liabilities are not recognised if the temporary difference arises from the initial recognition (other than in a business combination) of assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. In addition, deferred tax liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill.

Deferred tax liabilities are recognised for taxable temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, except where the Company is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognised to the extent that it is probable that there will be sufficient taxable profits against which to utilise the benefits of the temporary differences and they are expected to reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period 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 liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.

The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Current and deferred tax for the yearCurrent and deferred tax are recognised in profit or loss, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case the current and deferred tax are also recognised in other comprehensive income or directly in equity respectively. Where current tax or deferred tax arises from the initial accounting for a business combination, the tax effect is included in the accounting for the business combination.

(k) Property, plant and equipment and intangible assetsItems of property, plant and equipment and finite life intangible assets are measured at cost less accumulated depreciation/amortisation and accumulated impairment losses.

Assets are depreciated/amortised over their useful economic lives on the following basis: Office equipment 1.5 years straight line Website costs 2 years straight line Furniture and fittings 3.3 years straight line

Depreciation/amortisation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.

Intangible assets include goodwill carried at cost less accumulated impairment losses.

(l) Impairment of tangible and intangible assets other than goodwillAt the end of each reporting period, the Company reviews the carrying amounts of its tangible and intangible assets with a finite useful life to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). When it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs. When a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified. Recoverable amount is the higher of value in use and fair value less costs of disposal.

Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment at least annually and whenever there is an indication that the asset may be impaired.

(m) Statement of cash flows The statement of cash flows is prepared exclusive of GST, which is consistent with the method used in the profit or loss.

Definitions of the terms used in the statement of cash flows:- “Cash and cash equivalents” includes coins and notes, demand deposits and other highly liquid investments readily convertible into cash. - “Operating activities” includes all transactions and other events that are not investing or financing activities. - “Investing activities” are those activities relating to the acquisition and disposal of current and non-current investments and other similar activities. - “Financing activities” are those activities relating to changes in the equity and debt capital structure of the Company and those activities relating to the cost of servicing the Company’s equity capital.

(n) Foreign currency translationFunctional and presentation currency The financial statements of each of the Company’s entities are measured using the currency of the primary economic environment in which the entity operates (“the functional currency”).

Transactions and balancesForeign currency transactions are translated into the functional currency using the exchange rate prevailing on the dates of the transactions. At each reporting date, monetary assets and liabilities that are denominated in foreign currencies are translated at the rates prevailing on the reporting date. Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are not retranslated.

Exchange differences arising on the settlement of monetary items, and on the retranslation of monetary items, are included in profit or loss.

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(o) Segment reportingThe Company’s operating segments are identified on the basis of internal reports about components of the Company that are regularly reviewed by the chief operating decision maker in order to allocate resources to the segment and to assess its performance.

(p) Treasury stockTreasury stock held consists of the following:(i) shares which have been distributed to the Company as part of the restructuring undertaken in the current year (refer note 20). These shares were distributed to the Company to ensure that the Company received a return of the equivalent value in shares to the carried interest return it would have received if the counter-parties in the restructurings had received cash for the sale of their assets rather than shares. These distributed shares are held in trust for the benefit of certain employees who the Board of the Company may determine from time to time are entitled to a portion of such shares pursuant to the Company’s revised remuneration policy. An expense is recorded for the fair value of the shares in the profit or loss in the period in which the shares are distributed.

(ii) shares held in trust for certain employees of the Company in anticipation of allocation under the employee Long Term Incentive Plan (“LTIP”), to be finalised in the forthcoming year. An expense will be recorded for the fair value of the shares in the profit or loss in the period in which the shares are distributed.

(q) Standards and interpretations in issue not yet effectiveThe Company has adopted all standards, interpretations and amendments which became effective in the current year with no material changes to the Company’s accounting policies with regards to measurement and disclosure in the financial statements, with the exception of the changes detailed in note 1 (r).

The Company has reviewed all Standards and Interpretations in issue but not yet adopted, with the exception of NZ IFRS 9: Financial Instruments which is effective for the financial year ending 30 June 2019 and NZ IFRS 15: Revenue from Contracts with Customers which is effective for the financial year ending 30 June 2018. The Directors do not expect NZ IFRS 9 or NZ IFRS 15 to have any material impact on the financial statements of the Company. It is likely that changes arising from NZ IFRS 9 and NZ IFRS 15 will affect the recognition, measurement and classification of amounts recognised in the financial statements. However, it is not practical to provide a realistic assessment of this effect until a detailed review of the standards has been completed.

(r) Adoption of new and revised standards and interpretationsThe current financial year is the first period in which the Company has reported under the full reporting requirements of NZ IFRS. As such in the current financial year the Company is required to account for deferred tax under NZ IAS 12 Income Taxes.

The Company has decided not to recognise a deferred tax asset in respect of losses and valuations as at 30 June 2015 and 30 June 2014 as it is not probable that the Company will generate sufficient taxable profits in the foreseeable future to realise the full amount of the potential asset. Therefore the transition to the full reporting requirements of NZ IFRS in the current year has had no material impact on the reported financial information of the Company.

2015$

2014 $

Government grant funding 2,299,361 1,311,912 Fees for services 269,642 84,718 Fund management & deal fees 177,852 333,602 Services to investee companies 83,668 71,166 Education & Sponsorship - 25,373 Carried interest income 1,001,370 -

Total Revenue 3,831,893 1,826,771

2 Revenue

3 Net changes in fair value of investments at fair value through profit or loss

2015 $

2014 $

Un-realised gain on investments at fair value through profit or loss 117,399 -

Net gain/(loss) on investments at fair value through profit or loss 117,399 -

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4 Employee benefits expense

5 Income taxes(a) Tax expense recognised in the statement of comprehensive incomeThe prima facie tax expense on pre-tax accounting profit from operations reconciles to the tax expense in the financial statements as follows:

Note 2015 $

2014 $

Salaries 2,853,117 1,621,583 Other payments to employees 7 701,220 - Bonuses paid in shares 326,250 - Kiwisaver defined contribution plans 71,585 44,756 Directors’ fees 111,081 - Investment Committee fees 46,750 66,250

Total employee benefits expense 4,110,003 1,732,589

In the current financial year certain employees of the Company received bonuses paid by way of shares in the Company. The bonuses were paid at the discretion of the Board. There were 375 shares which were issued at the assessed fair value of $870 per share. Refer to note 20 for details of the determination of the fair value per share.

No share options were granted during the current or prior year.

Other payments to employees represent the distribution of shares as described in Note 1(p)(i).

2015 $

2014 $

Profit/(loss) before tax expense (763,205) (163,156)(Non-assessable income)/non- deductible expenses (98,701) 98,884 Other adjustments (23,698) - Tax losses to carry forward 885,604 64,272

Total tax expense - -

2015 $

2014 $

Current tax assets:

Current tax refundable 18,973 4,286

Current tax liabilities:

Current tax payable - -

(b) Current tax assets and liabilities

2015 $

2014 $

Imputation credits available for use - 7,298

(c) Deferred tax balanceThe Company has unused tax losses and credits amounting to $996,340 for which no deferred tax asset has been recognised in the statement of financial position.

Imputation credits available for use as at 30 June 2014 were lost as a result of changes in shareholder continuity during the year.

(d) Imputation credit account balances

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2015 2014

Number of shares Value of shares ($) Number of shares Value of shares ($)

Opening balance 1,000 1,000 1,000 1,000 Shares issued during the period 17,853 15,532,111 - - Issuance costs incurred - (282,726) - - Treasury stock - (973,530) - -

Closing balance 18,853 14,276,855 1,000 1,000

Basic earnings per share (refer to statement of comprehensive income and note 7) 2015 2014

Basic earnings per share (dollars) (189) (163)

Earnings used in the calculation of total basic earnings per share (763,205) (163,156)Weighted average number of ordinary shares for the purposes of basic earnings per share 4,047 1,000

Diluted earnings per share (refer to statement of comprehensive income and note 7)

Diluted earnings per share (dollars) (189) (163)

Earnings used in the calculation of total diluted earnings per share (763,205) (163,156)Weighted average number of ordinary shares for the purposes of diluted earnings per share 4,047 1,000

6 Earnings per share calculation

7 Share capitalAt 30 June 2015, share capital comprised 18,853 authorised and issued ordinary shares (2014: 1,000). All issued shares are fully paid and have no par value.

The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company and rank equally with regard to the Company’s residual assets.

The issuance costs incurred, which have been offset against equity, relate to the legal and professional costs incurred in the undertaking of the equity raisings.

2015 2014


Opening balance - - - -

Acquired during the year as a result of restructuring (refer note 20)

1,151 1,001,370 - -

Acquired for the employee LTIP to be implemented in the next financial year

774 673,380 - -

Distributed into trust for employees under the legacy remuneration scheme

(806) (701,220) - -

Closing balance 1,119 973,530 - -

2015 2014


Acquired for the employee LTIP to be implemented in the next financial year

774 673,380 - -

Balance of shares acquired during restructuring 345 300,150 - -

1,119 973,530 - -

Components of treasury stock as at reporting date:

Treasury stockAt 30 June 2015 the Company dealt in treasury shares as detailed below:

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8 Cash and cash equivalents

The Company acquired treasury stock as part of the restructuring undertaken in the current year (refer to note 20) and to meet the estimated future obligations under the proposed long-term incentive plan for employees. The fair value of the shares acquired and distributed above is $870 per share, which has been determined using the valuation methodologies described in note 20.

Shares distributed into trust for employees are held by Powerhouse Ventures Managers Limited as custodian.

The Company owns 150 shares directly with the balance of 969 shares held in trust for the Company by Powerhouse Ventures Managers Limited.

The proposed long-term incentive plan will take the form of a share loan scheme and will be implemented in the next financial year.

2015 $

2014 $

Cash at bank available on demand 1,773,976 240,834

Total cash and cash equivalents 1,773,976 240,834

2015 $

2014 $

Trade debtors 133,549 120,920 Provision for doubtful debts (3,508) (3,508)Prepayments 178,232 187,748 Accrued income - 119,617

Total trade and other receivables 308,273 424,777

9 Trade and other receivables

The provision for doubtful debts is based on estimated non-recoverable amounts determined by reference to customer circumstances and past default experience. In the current year, the Company has recognised an expense of $nil in respect of bad and doubtful debts (2014: $nil).

The average credit period of trade and other receivables is 30 days. No interest is charged and the Company does not hold collateral over the trade and other receivables balances.

2015 $

2014 $

30-60 days - - 60-90 days - - 90 days + 3,508 3,508

Total 3,508 3,508

2015 $

2014 $

30-60 days 4,347 1,612 60-90 days 4,323 3,695 90 days + 51,491 30,240

Total 60,161 35,547

Trade and other receivables which are past due and not impaired are as follows:

Ageing of impaired trade and other receivables

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2015 $

2014 $

Short-term loans receivable 522,050 -

Total short-term loans receivable 522,050 -

10 Short-term loans receivable

These short-term loans are un-secured and are normally for a duration of four to six weeks. Interest is charged on these receivables at a rate of 15% p.a. Short-term loans are provided to assist investee companies with immediate cash flow needs. These loans have been issued to the following entities:

2015 $

2014 $

Solar Bright Limited 522,050 -

2015 $

2014 $

Solar Bright Limited 198,728 -

Total loans to investee companies 198,728 -

11 Loans to investee companies

These loans to investee companies are non-interest bearing and are convertible into shares in the investee companies at the option of the Company.

12 InvestmentsNote 2015

$ 2014

$

Investments in term deposits - -

Available for sale investments - -

Held-to-maturity investments - -

Investments held at fair value through profit and loss 26, 27, 28 11,798,376 20

Total investments 11,798,376 20

Current investments - -

Non-current investments 11,798,376 20

Total investments 11,798,376 20

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Year ended 30 June 2015 Office equipment $

Furniture and Fittings $

Total $

CostOpening cost 14,800 31,327 46,127 Additions - 2,459 2,459

Closing cost 14,800 33,786 48,586

DepreciationOpening accumulated depreciation (13,299) (4,527) (17,826)Depreciation charge (1,309) (10,136) (11,445)

Accumulated depreciation (14,608) (14,663) (29,271)

Year ended 30 June 2014

CostOpening cost 14,800 - 14,800 Additions - 31,327 31,327

Closing cost 14,800 31,327 46,127

DepreciationOpening accumulated depreciation (10,906) - (10,906)Depreciation charge (2,393) (4,527) (6,920)

Accumulated depreciation (13,299) (4,527) (17,826)

Opening net book value 1,501 26,800 28,301

Closing net book value 192 19,123 19,315

13 Property, plant and equipment

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14 Intangible assets

15 Trade and other payables2015

$2014

$

Trade payables 307,449 120,271 Employee entitlements 152,268 73,965 Other accruals 63,250 122,801 Short term loans 400,000 - GST payable 14,494 25,221

Total trade and other payables 937,461 342,258

The short term loans balance consists of three short term loans, which have the following repayment terms:1) Loan from CRIS Limited for $300,000. This is an unsecured interest free loan which is repayable on 31 December 2015.

2) Two loans from CRIS Limited for $50,000 each. These are unsecured interest free loans, with repayment expected to be made within three months of the reporting date.

Year ended 30 June 2015 Goodwill $

Website costs $

Total $

CostOpening cost - 7,320 7,320 Additions 151,380 25,000 176,380

Closing cost 151,380 32,320 183,700

AmortisationOpening amortisation - (7,320) (7,320)Amortisation charge - (10,000) (10,000)

Accumulated amortisation - (17,320) (17,320)

Year ended 30 June 2014

CostOpening cost - 7,320 7,320

Closing cost - 7,320 7,320

AmortisationOpening accumulated amortisation - (4,880) (4,880)Amortisation charge - (2,440) (2,440)

Accumulated amortisation - (7,320) (7,320)

Opening net book value - - -

Closing net book value 151,380 15,000 166,380

The Company entered into an agreement to issue shares to former employees of Kerasi Limited in consideration of Kerasi transferring all of its goodwill and its right, title and interest in the trade mark KERASI and the Kerasi logo to the Company.

The transaction has resulted in goodwill being acquired and recognised as an intangible asset of the Company at fair value. The asset has been assessed for impairment at the reporting date with no provision for impairment deemed necessary.

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19 Segment informationReportable segmentsUnder NZ IFRS 8, as at 30 June 2015, the Company operates in one geographical segment, New Zealand. This segment is reported on internally for the chief operating decision maker.

20 Restructuring of the Company in the current yearThe Company undertook two major restructurings during the current year, the details of which are described below.(a) The Company was the General Partner of four Limited Partnerships which invested in Investee Companies. These were Powerhouse No.1 Limited Partnership, Powerhouse No.2 Limited Partnership, Powerhouse No.3 Limited Partnership and Powerhouse No.4 Limited Partnership. A restructuring of the Company has been performed during the year which includes the following steps being undertaken.

- Each of the Limited Partnerships sold all of its asset, including interests in the Investee Companies, to the Company. The Company paid for these assets by transferring shares in itself to the Limited Partnerships. The shares in the Company had a fair value of $870 per share as determined using a discounted cash flow methodology based on forecast free cash flows as at 17 September 2014. The value of $870 per share as determined on this basis is considered to be still valid as at the reporting date.

2015 $

2014 $

Deferred income 12,000 12,000

Total deferred revenue 12,000 12,000

The deferred revenue balance consists of grant income which has been received in advance. This is deferred until the conditions of the grant have been met.

16 Deferred revenueThe deferred revenue balance consists of:

17 Reconciliation of profit after taxation to net cash inflows/ (outflows) from operating activities

18 Remuneration of Auditors2015

$2014

$

Audit of the financial statements 21,000 4,200 Taxation services - 2,260

Total remuneration paid to auditors 21,000 6,460

2015 $

2014 $

Profit/(loss) for the year (763,205) (163,156)(Less)/plus non cash itemsDepreciation 11,445 6,920 Amortisation 10,000 2,440 Net changes in fair value of investments at fair value through profit or loss (117,399) - Bonuses paid in shares 326,250 - Restructuring costs 90,552 - Non-cash gain on restructuring (300,150) -

(Less)/plus changes in working capitalDecrease/(increase) in trade and other receivables (3,113) (38,662)Decrease/(increase) in accrued income 119,617 (86,267)Decrease/(increase) in current tax receivable (14,687) 1,153 (Decrease)/increase in trade and other payables 595,203 76,874 (Decrease)/increase in deferred revenue - (7,665)

Net cash inflow/(outflow) from operating activities (45,487) (208,363)

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The fair value of the Investee Companies at the transaction date was determined using the below valuation methodologies:1) Last capital raise: this approach assumed that the cost of a recent investment in the investee provided a good indication of fair value for that company (i.e. ‘price of last round’).

2) Next capital raise: this is a variation of the last capital raise approach and was used where the next capital round was expected to take place before 31 December 2014 (the date which the value was assessed at).

3) Liquidity event: this approach was used where a liquidity event was expected to take place, or be in the final stages of negotiation by 31 December 2014 (the date which the value was assessed at).

4) Internal valuation: this approach was used where the investee was more advanced and it was determined using a discounted cash flow methodology.

- Each Limited Partnership then made an in specie distribution of those Company shares to its Limited Partners and to the Company as General Partner.

- This distribution has resulted in the Limited Partners holding shares in the Company directly, with such shares to be held by Powerhouse Venture Managers Limited in accordance with the custodian terms included within the sale and purchase agreement until no later than 31 July 2015.

- A portion of the shares were then distributed to the Company to ensure that the Company, as the General Partner, received a return of the equivalent value in shares to the carried interest return it would have received if each company in the portfolio had been sold.

For the purpose of determining the number of shares to be issued to each Limited Partnership for the sale of their interests in the companies held to the Company, the portfolio of interests held by each Limited Partnership have been valued by the Company.

(b)A further restructuring involved CRIS Limited (CRIS) selling its interests in the Investee Companies to the Company, in consideration of the Company issuing 5,748 shares to CRIS. The shares had a fair value of $870 per share. The fair value of the Investee Company portfolio was determined using the valuation methodologies described above.

A portion of the shares were distributed to the Company to ensure that the Company, as fund manager, received a return of the equivalent value in shares in the same manner as described above. The Company acquired 649 of its own shares in this manner which form part of the treasury stock balance described in note 7.

21 Related party transactionsThe Company had transactions with the following entities, which are shareholders of the Company (other than Directors):- CRIS Limited and its parent Canterbury Development Corporation - University of Canterbury

For details of share transactions with CRIS Limited, see note 20 above. Refer to note 15 for details of short-term loans provided by CRIS Limited to the Company. John Hunter (until 31 May 2015) and John Walley (from 1 June 2015), Directors of the Company, were also Directors of CRIS Limited during the reporting period.

The Company acted as the General Partner for Powerhouse No.1 Limited Partnership, Powerhouse No.2 Limited Partnership, Powerhouse No.3 Limited Partnership and Powerhouse No.4 Limited Partnership.

Transactions with related parties:For the year ended 30 June 2015:

Name Revenues $

Expenses $

Trade and other receivables

$

Trade and other payables

$

Canterbury Development Corporation 21,250 9,900 7,083 - University of Canterbury - 50,977 - - Powerhouse No.1 Limited Partnership 2,924 - - - Powerhouse No.2 Limited Partnership 800 - - - Powerhouse No.3 Limited Partnership 277 - - - Powerhouse No.4 Limited Partnership 12,542 - - -

Name Revenues $

Expenses $

Trade and other receivables

$

Trade and other payables

$

Canterbury Development Corporation 53,617 - 54,145 - University of Canterbury 5,766 59,731 - 9,273 Powerhouse No.1 Limited Partnership 2,480 - - - Powerhouse No.2 Limited Partnership 409 - - - Powerhouse No.3 Limited Partnership 4,408 - - - Powerhouse No.4 Limited Partnership - - 9,480 -

For the year ended 30 June 2014:

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2015 $

2014 $

Less than one year 133,609 - Between one and five years 62,600 - More than five years - -

Total non-cancellable operating lease payments 196,209 -

22 CommitmentsThere were no material capital commitments as at 30 June 2015 (2014:nil).

Operating lease commitmentsThe operating lease commitments relate to certain property lease agreements, with lease terms of between one to two years with options to extend for a further one to two years.

Non-cancellable operating lease payments

23 ContingenciesContingent assetsThere were no contingent assets as at 30 June 2015 (2014: nil).

Contingent liabilitiesThere were no contingent liabilities as at 30 June 2015 (2014: nil).

24 Subsequent eventsOn 21 July 2015 the Company entered into a non-binding Termsheet with Solar Bright Limited to convert certain outstanding loans into equity. Under the terms of the Termsheet, the loans outstanding at 30 June 2015 will convert to shares in Solar Bright Limited as follows:

Name Cash held by the entity

$

Investments held by the entity

$

Total consideration $

Powerhouse No.1 Limited Partnership 4,592 1,297,798 1,302,390 Powerhouse No.2 Limited Partnership 2,670 1,136,160 1,138,830 Powerhouse No.3 Limited Partnership 31,638 1,112,412 1,144,050 Powerhouse No.4 Limited Partnership 997,330 680,900 1,678,230

2015 $

2014 $

Short-term employee benefits 645,731 346,448 Bonus paid in shares 216,164 -

Total key management personnel compensation 861,895 346,448

There are no bad debt provisions relating to related party transactions (2014: nil).

Some of the shareholders of the Company are also Limited Partners in Powerhouse No.1 Limited Partnership, Powerhouse No.2 Limited Partnership, Powerhouse No.3 Limited Partnership and Powerhouse No.4 Limited Partnership.

Key management personnel compensationThe key management personnel of the Company consists of the executive management team.

Notes Outstanding at 30 June 2015

Amount to convert at $750 per share

Amount to convert at $1,543 per share

Amount to convert at $1,943 per share

$ $ $ $

Short term loans 10 522,050 297,050 - 225,000 Convertible loans 11 198,728 - 198,728 -

It is expected that the legal documentation to execute the termsheet will be completed by 31 August 2015.

On 17 February 2015, the four Limited Partnerships entered into sale and purchase agreements with Powerhouse Ventures Limited as part of the restructuring process detailed in note 20. Under the agreements, Powerhouse Ventures Limited purchased the assets of the Limited Partnerships as detailed below:

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Parent entity Principal place of business

Ownership interest Nature of operations

Powerhouse Ventures Limited New Zealand N/A Provider of venture capital, business incubation and fund management services.

25 Going concernThe Directors consider it appropriate that the financial statements continue to be prepared on a going concern basis. Should the Company not be successful in, or achieve, one or more of the planned capital raising activities outlined in the Directors’ Responsibility Statement, the ability of the Company to continue to invest in new ventures would be curtailed and it would have to re-evaluate its future plans to manage the business within its existing capital and funding structure.

26 Investments in subsidiariesName of entity

Name of subsidiary held at fair value

Principal place of business

Ownership interest Valuation methodology

applied

Nature of operations

Powerhouse Venture Managers Limited

New Zealand 100.0% N/A - fair value deemed to be zero

The entity is used to hold shares in Powerhouse Ventures Limited as a bare trustee, with the

beneficial owners currently being employees, the Company and former Limited Partners of the four

Limited Partnerships described in note 20.Powerhouse 1 Limited New Zealand 100.0% N/A - fair value deemed

to be zeroDormant

Powerhouse No.1 Nominee Limited


Entity is used as a bare trustee for co-investors who have invested alongside Powerhouse No.1

Limited Partnership.













Koti Technologies Limited

New Zealand 56.7% Last capital raise or liquidity event

Koti uses ceramic thin-film coating technology to coat complex shapes and surfaces.

The Company is required to apply the investment entity exception to consolidation under NZ IFRS 10 to account for its subsidiary investments at fair value through profit or loss because the parent entity is an investment entity as defined in that standard. The ownership percentages represent the total interest in the entities, including the rights being exercised on the convertible notes and convertible loans.

Powerhouse Venture Managers Limited, Powerhouse 1 Limited, Powerhouse No.1 Nominee Limited, Powerhouse No.2 Nominee Limited, Powerhouse No.3 Nominee Limited and Powerhouse No.4 Nominee Limited are dormant, apart from assets held on trust on behalf of third parties and therefore have no material transactions or balances for the years ended 30 June 2014 and 30 June 2015. As such the fair value of these entities are deemed to be nil.

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Name of associate Principal place of business

Ownership interest Valuation methodology

applied


Motim Technologies Limited


Motim delivers innovative mobile marketing capability to global brands through

its interactive mobile phone applications.

Invert Robotics Limited New Zealand 43.2% Last capital raise or liquidity event

Designs and manufactures mobile robotic systems and delivers inspection services using

proprietary mobile robot technologies.

Tiro Lifesciences Limited New Zealand 34.4% Last capital raise or liquidity event

Develops physiological modelling systems using digital sensor technologies.

Photonic Innovations Limited


Develops a laser spectroscopy-based gas detection system to alert workers in hazardous

environments of the occurrence of gas leaks.

CropLogic Limited New Zealand 28.1% Last capital raise or liquidity event

Provider of yield-predicting decision-support software and related telemetry for the agriculture

sector.

Lasadex Limited New Zealand 26.9% N/A - fair value deemed to be zero

Works in soil health with technology for enabling the extraction of DNA from large samples of soil.

Solar Bright Limited New Zealand 24.6% Last capital raise or liquidity event

Manufacturer/supplier of a range of road lighting, bollards and road sign products including a LED

solar ‘cats-eye’ product for road surfaces that indicates freezing road temperatures.

Hydroworks Limited New Zealand 22.5% Last capital raise or liquidity event

Designer and manufacturer of high efficiency hydroelectric turbines and systems.

Name of other entity Principal place of business

Ownership interest Valuation methodology applied


Veritide Limited New Zealand 17.0% Last capital raise or liquidity event

Uses optical fluorescent techniques for non-invasive detection and identification of

hazardous biological organisms.

Halo Investment Management Limited


Facilitates an initiative by NZVIF to establish an investment fund called Halo.

The fund did not eventuate and as such has remained dormant since.

Modlar Limited New Zealand 11.5% Last capital raise or liquidity event

Creator and distributor of Building Information Models (BIM) for use by architects and designers when specifying construction /

real estate development plans.

MARS Bioimaging Limited New Zealand 8.7% Last capital raise or liquidity event

MARS Bioimaging provides in vivo colour x-ray imaging to drug research companies, using spectral computed tomography (CT) technology.

ArcActive Limited New Zealand 7.2% Last capital raise or liquidity event

Designer and manufacturer of Lead Acid Battery electrodes using Carbon

Nanotube-based technology.

ThinkingCactus Limited New Zealand 5.8% N/A - fair value deemed to be zero

Thinking Cactus is the originator and developer of software that enables quick

and easy animation of characters.

Syft Technologies Limited New Zealand 1.6% Quoted prices in non-active market

Syft’s gas-analysis technology identifies Volatile Organic Compounds (VOCs)

that are present in gases and measures concentrations to trace levels.

27 Investments in associates held at fair value through profit or loss

The Company has elected to hold investments in associates at fair value through profit or loss in accordance with the provisions made available under NZ IAS 28. The ownership percentages represent the total interest in the entities including the rights being exercised on the convertible notes and convertible loans.

28 Investments in other entities held at fair value through profit or loss

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The Company is required to hold these investments at fair value through profit and loss in accordance with NZ IAS 39. The ownership percentages represent the total interest in the entities including the rights being exercised on the convertible notes and convertible loans. Halo Investment Management Limited is dormant, with no material transactions or balances for the years ended 30 June 2014 and 30 June 2015. As such the fair value of this entity is deemed to be nil.

29 Financial Instruments(a) Financial risk management objectivesIn anticipation of its planned growth, including potential listing on the NZX and ASX, the Company has approved detailed capital and liquidity management policies. In accordance with the policies, when capital and liquidity balances dictate, the orderly and efficient management of working capital, cash and near cash assets will enable the Company to:- meet its own operating expenses; - invest in existing portfolio companies and new investment opportunities as they arise and are recommended for approval; - avoid forced asset sale situations; - avoid stressed negotiations for debt limits and pricing; - take full advantage of favourable market conditions for equity capital raising; and - avoid the need to raise capital under subdued market conditions.

The Company’s working capital management includes equity capital management, as this is the primary means for funding the Company’s operations during the investment cycle of balance sheet utilisation. The Company is unlikely to generate regular operational cash flows to fund its operational and investment activities and as such, is likely to be reliant on capital raising activities.

As the Company is unlikely to be able to fund its operations to a significant degree through borrowings, access to equity capital markets is at the heart of the Company’s capital and liquidity management policy. The Company has adopted an integrated planning capability to ensure that the routine finance tasks come together to establish a strategic view. This integrated approach to capital and liquidity management includes:- alignment of strategy and risk (understand risk versus returns); - well considered and strategic allocation of capital; - increased stakeholder confidence; - Management and Board collaboration; - strategic analysis of new opportunities; - alignment of Management actions and rewards; and - timely reporting.

The Company has set the following balance sheet composition limits which are designed to maximise the financial returns whilst preserving investment flexibility and the ability to meet business critical objectives. The limits are as follows:

Asset pool type Financial asset type Percentage holdingA1 Cash At least 30%A2 Investments in term deposits <= 180 days At least 30% until financial

assets fall to below $5 millionB1 Investments in bank listed hybrids

(<= 2 years to maturity)Maximum of 20% but reducing to nil when

financial assets fall to below $5 million

B2 Investments in (non-investee company designated) NZA corporations listed debt securities

(<= 2 years to maturity)

Maximum of 20% but reducing to nil when financial assets fall to below $5 million

The Company also ensures that particular care is taken to ensure that any B1 or B2 instruments purchased will be able to be held-to-maturity, so as to avoid tainting of held to maturity portfolios. Discrete pools of B1 and B2 assets are created to be designated as trading assets (available for sale). These assets are liquidated prior to any held-to-maturity assets with the aim of preserving the accounting integrity of the held-to-maturity portfolios (and thereby enabling their continuing carrying values and isolation from fair value accounting). The financial instruments designated as available for sale comprise 50% of the B1 and B2 financial asset portfolio.

The Company ensures that whenever possible (whilst preserving scale efficiencies), staggered maturity/roll-over dates are employed within the liquid asset portfolio.

To minimise counterparty risk, no more than 30% of any category of the liquid asset pool can be invested with any one institution.

(b) Market liquidity riskMarket liquidity risk is the risk that insufficient liquidity in the market for a security will limit the ability of the security to be sold, resulting in the Company suffering a financial loss. The Company is subject to market liquidity risk if investments are made in relatively illiquid securities. This exposure to market liquidity risk is an unavoidable feature of the Company’s operating model. The objective of the Company’s market liquidity risk management is to ensure that other assets can be readily liquidated without incurring excessive cost, to enable asset allocation decisions to be implemented or to meet cash flow requirements.

(c) Interest rate riskInterest rate risk is the risk that the Company could suffer either a capital loss or additional exposure to liquidity risk through adverse movements in interest rates. The objective of the Company’s interest rate risk management is to ensure that the Company is not exposed to a level of interest rate risk, outside those limits anticipated through the structured approach envisaged within the Company’s risk management policy. The Company manages interest rate risk by ensuring tactical asset allocation which provides for the effective management of interest rate and associated liquidity risk. The approach to managing the investment of funds ensures that there is adequate matching of the duration of assets with the likely cash needs of the business. The Company monitors the effect upon yield and liquidity of probable movements in interest rates and manages its liquid asset holdings accordingly.

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As at 30 June 2015 On Demand $

Not later than one

month $

Later than one

month and not later

than three months

$

Later than three

months and not

later than one year

$

Later than one year

$

Total $

Financial assetsCash and cash equivalents 1,773,976 - - - - 1,773,976 Trade and other receivables - 130,041 - - - 130,041 Short-term loan receivable - 472,050 50,000 - - 522,050

Loans to investee companies - - 198,728 - - 198,728

Investments - - - - 11,798,376 11,798,376

Total financial assets 1,773,976 602,091 248,728 - 11,798,376 14,423,171

Financial LiabilitiesTrade and other payables - 470,699 - 300,000 - 770,699

Total financial liabilities - 470,699 - 300,000 - 770,699

(d) Equity price riskEquity price risk is the risk that the Company’s investments in equities are exposed to movements that are not correlated to the general or targeted market. The objective of equity price risk management (other than for its investee companies) is to achieve a return equal to or better than the set performance benchmarks for that asset class. The Company manages equity price risk by monitoring and through management of its investments. This risk is limited to the B1 and B2 portfolio (details of this is provided in note 29 (a) above).

RatingsAll B1 and B2 portfolio investments must have a S&P (or equivalent) credit rating of A or higher.

Any A1 or A2 portfolio investments must be with institutions that have a short term S&P (or equivalent) credit rating of A-2 or higher.

The Company is still in a transitional period post restructuring and prior to the listing of its shares on one or more stock exchanges. Therefore, as at reporting date, the Company is transitioning to compliance with all of the financial risk management aspects of the Capital and Liquidity Management Policy.

(e) Foreign currency risk managementThe Company undertakes certain transactions denominated in Australian dollars, and as such has exposure to exchange rate fluctuations. The Company does not use any derivative financial instruments to manage this foreign currency risk due to the minimal and short-term nature of this exposure.

(f) Credit riskCredit risk is the risk that a counter party will default on its contractual obligations, resulting in financial loss to the Company. The Company only deals with credit worthy counter-parties and as such does not require collateral to be held. The carrying value of the financial assets recorded in the financial statements, net of any provisions for losses, represents the Company’s maximum exposure to credit risk. The Company does not have any significant exposure to any single counter party.

(g) Liquidity risk

As at 30 June 2014 On Demand $

Not later than one

month $

Later than one

month and not later

than three months

$

Later than three

months and not

later than one year

$

Later than one year

$

Total $

Financial assetsCash and cash equivalents 240,834 - - - - 240,834 Trade and other receivables - 117,412 - - - 117,412 Investments - - - - 20 20

Total financial assets 240,834 117,412 - - 20 358,266

Financial LiabilitiesTrade and other payables - 243,072 - - - 243,072

Total financial liabilities - 243,072 - - - 243,072

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Loans and receivables $

Amortised cost $

Fair value through profit or loss

$

Total $

As at 30 June 2015

Financial assetsCash and cash equivalents 1,773,976 - - 1,773,976 Trade and other receivables 130,041 - - 130,041 Short-term loan receivable 522,050 - - 522,050 Loans to investee companies 198,728 - - 198,728 Investments - - 11,798,376 11,798,376

Total financial assets 2,624,795 - 11,798,376 14,423,171

Financial LiabilitiesTrade and other payables - 770,699 - 770,699

Total financial liabilities - 770,699 - 770,699

As at 30 June 2014

Financial assetsCash and cash equivalents 240,834 - - 240,834 Trade and other receivables 117,412 - - 117,412 Investments - - 20 20

Total financial assets 358,246 - 20 358,266

Financial LiabilitiesTrade and other payables - 243,072 - 243,072

Total financial liabilities - 243,072 - 243,072

(h) Classification of financial assets and liabilities

Level 1 $

Level 2 $

Level 3 $

Total $

Available for sale investments - - - - Held-to-maturity investments - - - - Investments at fair value through profit or loss valued at last capital raise or liquidity event

- - 11,198,976 11,198,976

Investments at fair value through profit or loss valued using quoted prices

599,400 - 599,400

Total financial assets measured at fair value - 599,400 11,198,976 11,798,376

The fair value of the short-term loan receivables and short-term loans have been determined to be their carrying value. This is due to the fact these items are short term in nature.

Fair value of investments held at fair value through profit or lossNZ IFRS 13 provides for a three-level fair value hierarchy that requires inputs to valuation techniques used to measure fair value, to be categorised as follows:

- Level 1 Inputs - quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date. - Level 2 Inputs - either directly (i.e. as prices) or indirectly (i.e. derived from prices) observable inputs other than quoted prices included in Level 1. - Level 3 Inputs - inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The following table analyses, within the fair value hierarchy, the Company’s financial assets measured at fair value:

As at 30 June 2015

Financial assets designated at fair value through profit or loss

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As at 30 June 2014

Financial assets designated at fair value through profit or loss

Level 1 $

Level 2 $

Level 3 $

Total $

Available for sale investments - - - - Held-to-maturity investments - - - - Investments at fair value through profit or loss valued at last capital raise or liquidity event

- - 20 20

Investments at fair value through profit or loss valued using quoted prices

- - - -

Total financial assets measured at fair value - - 20 20

Financial asset Fair value hierarchy Valuation techniques and key inputs used in

fair value calculation

Significant unobservable inputs/assumptions

Relationship of unobservable inputs/assumptions to the

determined fair valueInvestments at fair value

through profit or loss valued at last capital raise

or liquidity event

Level 3 This approach assumes that the cost of a recent

investment in the investee provides a good indication

of the fair value for that company (i.e. ‘price of last

round’) or the cost if a liquidity event is expected to take place, or be in the

final stages of negotiation, at the end of the reporting

period.

These valuation methodologies use cost as a proxy for the fair value of

the investments given that the entities are in the infancy stages

of operations.

Given the stage of these entities in their life cycle, the actual value of

these entities could be higher (lower) than the cost of the last capital raised/

liquidity event depending on the future performance of the entity if the entity

was valued under an internal valuation approach.

The table below shows a reconciliation of fair value movements in Level 3 financial instruments. Investments at fair value through profit and loss

Fair values of financial assets valued using level two inputs are determined by reference to quoted prices in a non-active market. These comprised offer prices provided by an independent third party.

The below table provides information about how the fair values of financial assets valued using level three inputs have been determined.

2015 $

2014 $

Opening balance 20 20 Total unrealised fair value gains/ (losses) recognised in profit or loss 117,399 - Total fair value of investments purchased 1,907,987 - Total fair value of investments acquired on restructuring 9,173,570 -

Closing value 11,198,976 20

The value of the assets acquired through the restructuring processes in the current year have been determined in accordance with the steps detailed in note 20 to the financial statements. As this was the assessed value of these investments at the date of the restructuring, this has been determined to be the fair value of the investments acquired.

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Chartered Accountants

Independent Auditor's Report

To the Shareholders of Powerhouse Ventures Limited

Report on the Financial Statements

We have audited the financial statements of Powerhouse Ventures Limited on pages 29 to 51, which comprise the statement of financial position of Powerhouse Ventures Limited as at 30 June 2015, and the statement of comprehensive income, statement of changes in equity and statement of cash flows for the year then ended, and a summary of significant accounting policies and other explanatory information.

This report is made solely to the company's shareholders, as a body, in accordance with section 207B (1) of the Companies Act 1993. Our audit has been undertaken so that we might state to the company's shareholders those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's shareholders as a body, for our audit work, for this report, or for the opinions we have formed.

Directors’ Responsibility for the Financial Statements The directors are responsible for the preparation and fair presentation of the financial statements in accordance with generally accepted accounting practice in New Zealand, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility Our responsibility is to express an opinion on the financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing (New Zealand). These auditing standards require that we comply with relevant ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on our judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, we have considered the internal control relevant to the company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates, as well as evaluating the overall presentation of the financial statements.

We believe we have obtained sufficient and appropriate audit evidence to provide a basis for our audit opinion.

Other than in our capacity as auditor we have no relationship with, or interest in, Powerhouse Ventures Limited.

Opinion In our opinion, the financial statements on pages 29 to 51:

► comply with generally accepted accounting practice in New Zealand;

► comply with International Financial Reporting Standards; and

► present fairly, in all material respects, the financial position of Powerhouse Ventures Limited as at 30 June 2015 and its financial performance and cash flows for the year then ended.

Other Matters The financial statements of Powerhouse Ventures Limited for the year ended 30 June 2014 were audited by another auditor who expressed an unmodified opinion on those statements on 26 August 2014. 26 August 2015 Christchurch

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The Company’s Governance Framework takes into account the NZX Corporate Governance Best Practice Code and the New Zealand Securities Commission’s Corporate Governance Practice and Guidance. The Company’s Constitution and the various Committee Charters and Policies are published on the Company’s website at www.powerhouse-ventures.co.nz.

The Board of Powerhouse Ventures Limited has developed a Governance Framework appropriate for a NZX and ASX Listed Company that explicitly details the specific roles and functions of the Board and its sub-Committees.

The Company Governance Framework includes:- External Audit; - Board; - Internal Audit; - Audit and Risk Committee; - Human Resources & Remuneration Committee; - Corporate Governance & Nomination Committee; - Investment Committee1; - IPO Due Diligence Committee - Managing Director/Chief Executive Officer; - Executive Team; and, - Staff.

1. These arrangements are transitioning to a number of sector-relevant Investment Advisory Committees over the coming months.

The Governance Framework, Board of Directors and other Directors disclosures

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The Board and each Board Committee has a Charter setting out its responsibilities.

Ethical Decision-Making And Regulatory ComplianceThe Company’s cultural values provide a framework to guide interactions with key stakeholders.

The values are:- we value relationships; - we embrace change and strive for growth; - we do what we say; - we celebrate success; and, - we are committed to building successful New Zealand businesses.

The Company has a suite of policies that supports ethical decision-making and regulatory compliance including, but not limited to, the following key policies:- Code of Conduct; - Whistle-blower Policy; - Fraud and Corruption Control Policy; and, - Diversity Policy.

Risk ManagementThe Board is responsible for overseeing the establishment, implementation, review and monitoring of risk management systems and policies. It has established an integrated framework of policies and controls to identify, assess, monitor and manage risk. The Managing Director/Chief Executive Officer and Executive Team are responsible for implementing the policies and controls and have the responsibility for the day to day management of the Company.

The Company is potentially exposed to economic risk in the event that market conditions prevent a successful listing on public markets. The ability of the Company to create or preserve value for its stakeholders would be constrained should the Company be unable to raise capital from a listing.

The Company considers this risk to be low given that only a sustained economic downturn would prevent the market from accepting new listings.

The Company considers that it does not have material exposure to environmental or social sustainability risks.

Financial SafeguardsThe Board has established an Audit and Risk Committee, with a Charter setting out the responsibilities of the Committee. The Audit and Risk Committee has oversight responsibility in relation to the external auditor. It recommends to the Board the policy in relation to auditor independence and approves the annual audit engagement terms.

Consistent with the FMA Governance Principles, the Company’s financial report preparation and approval process involve both the Managing Director/Chief Executive Officer and Chief Financial Officer providing a written statement that:- the statements made in the Letters of Representation are true and correct to the best of their knowledge; - the financial statements have been prepared in accordance with the policies and procedures of the Company; and, - the auditors have raised no issues with regard to the integrity of the financial statements.

Conflicts of InterestDirectors are expected to avoid any action, position or interest that conflicts or appears to conflict with an interest of the Company. This is a matter for ongoing consideration by all Directors and any Director who has a material personal interest in a matter relating to the Company’s affairs must notify the other Directors of that interest. The Company’s corporate governance standards provide that when a potential conflict of interest arises, the Director concerned does not receive copies of the relevant Board papers and withdraws from a Board meeting while such matters are considered. Accordingly, in such circumstances, the Director concerned takes no part in discussions and exercises no influence over other members of the Board.

Communications with ShareholdersThe Company recognises the importance of effective, forthright, clear and transparent communication as a key plank in building Shareholder value. To prosper and achieve growth, the Company must (among other things) earn the trust of its employees, customers, suppliers, the community and security holders by being forthright in its communications and consistently delivering on its commitments. Accordingly, the Company is committed to delivering communications that are informative and in plain, easily understood language so that all its stakeholders can find the information they need, read it, understand it and use it in a useful and practical way. The Company has established a Market Dislosure Communications Policy which can be viewed on the Company website: www.powerhouse-ventures.co.nz

The Company BoardThe division of responsibility between Board and Management is determined by the Role and Composition of the Board document, where all matters not reserved expressly to the Board are delegated to the Managing Director/ Chief Executive Officer (who may sub-delegate). In addition, specific Board-approved delegations have been established with respect to capital and operating expenditure, investment approvals and operational risk management. The delegations are monitored through Board and Committee reporting arrangements. The delegations are subject to periodic review by the Board or relevant Board Committee. Responsibilities of the Board include approving strategic and financial objectives and monitoring the implementation of the strategy and objectives of the Company.

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The Role and Composition of the Board document is supported by the following Board documents, policies and processes:- Role of the Chairman; - Role of Individual Directors; - Role of the Managing Director/Chief Executive Officer; - Independent Directors Standards Policy; - Non-executive Director appointment (refer to the Constitution); - Board Evaluation & Renewal Policy (also refer to the Constitution and Corporate Governance & Nomination Committee Charter); - Fit and Proper Policy; - Remuneration Policy; - Code of Conduct; and, - Diversity Policy.

Board Skills, Knowledge and ExperienceThe Board, as constituted currently, has a sound knowledge and understanding of the venture capital industry and has the range of competencies considered appropriate to the needs of the Company. Each year the Board, under the sponsorship of the Corporate Governance and Nomination Committee, reviews the key competencies required for optimal composition of the Board, having regard to the Company’s activities and the diversity, skills, knowledge and experience collectively required of its Directors. Assessment by the Committee aims to confirm that there is a close alignment between optimal Board composition and the competencies of the Board as constituted currently.

The Directors of the Company understand the need to structure the Board in such a way that it:- has a proper understanding of and competence to deal with the current and emerging issues of the business; - exercises independent judgement; - encourages enhanced performance of the Company; and, - can review and challenge the performance of Management effectively.

A ‘Fit and Proper’ Policy has been approved by the Board and implemented by the Company. All ‘responsible persons’ will be assessed to ensure they meet the criteria to for ‘fit and proper’ status.

Board CommitteesThe Board has adopted Charters for all Board Committees. The matters covered in the Charters and the accompanying Board Committee Standing Procedures include composition, quorum, attendees and access to information and review of rules, Charter and performance. The following is an overview of the requirements in relation to composition and the Committee responsibilities:

Investment CommitteeA key element of success for the Company has been the capability of the Investment Committee. Making investment decisions on unproven technology and uncertain business models requires an approach that not only understands the risks but also appreciates the range of options a venture may have to overcome them. The significant amount of co-investment capital that has been attracted to Investee Companies is reflective of the track record and reputation of the Company’s Investment Committee.

The role of the Investment Committee is currently under review and transition to a number of iInvestment Advisory Committees is in progress.

Audit and Risk CommitteeThe role of the Committee includes providing assistance to the Board in relation to the external audit function, statutory financial reporting and internal control framework (including fraud control). The Committee also assists the Board in discharging its responsibility to exercise due care, diligence and skill in relation to identifying and monitoring material business risks.

Human Resources & Remuneration CommitteeThe role of the Committee is to provide assistance to the Board in relation to the Board and Executive Remuneration Policy and key human resources policies.

Corporate Governance & Nomination CommitteeThe role of the Committee is to provide assistance to the Board in relation to the following:- nomination processes; - selected application of human resources policies as they relate to the Board; and - corporate governance framework.

The Board currently comprises six Non-executive Directors, including the Chairman, and one Executive Director. The Company’s Constitution contains provisions relating to the retirement and appointment of Directors at the Annual General Meeting. The Constitution also contains provisions which allow the Board to vary the number of Non-executive Directors within certain limitations.

IPO Due Diligence CommitteeThe role of the Committee is to provide assistance to the Board on due diligence for the proposed initial public offering (IPO) of the Company’s shares.

Director IndependenceA Director is considered to be independent for the purpose of service on the Board and Board Committees of the Company if the Director satisfies the standards set out below.

In judging whether a Director is an “Independent Director”, the Board will have regard to whether or not the Director is:- an Executive Officer of the Company; and/or, - a Substantial Security Holder in the Company or an Associated Person of the Substantial Security Holder (other than as a consequence of being a Director of the Company); and/or, - has had any direct or indirect interest or relationship that could reasonably influence, in a material way, the Director’s decisions in relation to the Company.

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Board Investment Committee

Audit Committee

Human Resources &

Remuneration Committee

Corporate Governance

& Nomination Committee

IPO Due Diligence

Committee

Total meetings held 11 8 3 3 1 2

Thomas (Kerry) McDonald1 8 - 2 1 1 2

Richard Christie2 7 - - 1 1 2

Stephen Peter Hampson 11 8 3 3 1 2

John Hunter 11 - 3 1 - 2

Dianne McCarthy3 7 3 - 1 - 1

John Leonard Walley 11 7 3 1 - 2

Stephen Ernest Wilson 11 7 - 1 1 2

Russell (John) Barr4 5 - 1 2 - -

Philip Andrew Holliday5 2 7 - 2 - -

Elizabeth Hopkins6 1 - 1 2 - -

Remuneration policiesThe Human Resources and Remuneration Committee assists the Directors in discharging the Board’s responsibilities in relation to Human Resource and Remuneration Policy.

Non-executive DirectorsThe remuneration of Non-executive Directors is structured separately from that of Executive Directors and Senior Executives. The Chairman of the Board receives a fee of $50,000 per annum. Remaining Non-executive Directors receive a fee of $25,000 per annum. Directors do not receive additional fees for their involvement with Board Committees. Directors receive reimbursement of reasonable expenses. Any fees paid to the Company’s Non-executive Directors will reflect the demands on and responsibilities of those Directors. The advice of independent remuneration consultants is taken to establish that the Directors’ fees are in line with market standards. Non-executive Directors do not receive any shares, options or other securities in addition to their remuneration and are not eligible to participate in the Company’s Employee Share Plan or any other incentive plan. They do not receive any retirement benefits. The aggregate remuneration paid to all the Non-executive Directors may not exceed an amount set by Shareholders in a general meeting. This ‘fee pool’ will only be available to Non-executive Directors as Board membership is taken into account in determining the remuneration paid to any Executive Directors as part of their normal employment conditions.

Executive Directors and Senior ExecutivesThe fundamental objective of the Company’s Remuneration Policy will be to foster and maintain behaviour that supports the sustained financial performance and security of the Company and to reward Executive and Management efforts which increase shareholder and customer value. The Remuneration Policy will be premised on delivering long-term sustainable financial security through:

• appropriately-balanced measures of performance weighted towards long-term Shareholder interests; • variable performance-based pay for Executives involving an Employee Share Plan subject to an extended period of performance-assessment; • recognition and reward for strong performance; • a considered balance between the capacity to pay and the need to pay to attract and retain capable staff at all levels; • the exercise of Board discretion as an ultimate means to mitigate unintended consequences of variable pay and to preserve the interests of the Shareholders; and, • structuring short-term and long-term incentive performance criteria within the overall risk-management framework of the Company.

Based on the above guiding principles, the Managing Director/Chief Executive Officer and Senior Executives of the Company will be remunerated on the basis of a reward structure that reflects their contribution to Company performance. Each receives a fixed component of remuneration, together with a variable component which depends upon the achievement of short-term incentive goals set annually for each Executive. A long-term incentive component will be established by way of approval of an Employee Share Plan, which will be based on the concept of reward for sustained superior performance over rolling periods through the allocation of fully-paid shares in the Company.

Attendance by DirectorsAttendence at Board and Board Committee meetings during the year was as follows:

The Board will consider whether there are any factors or considerations which may mean that the Director’s interest, business or relationship could, or could be reasonably perceived to interfere materially with the Director’s ability to act in the best interests of the Company. Directors are required to disclose relationship-ties or cross-directorships that may be relevant in considering continuing independence. The Board assesses the independence of new Directors upon appointment and reviews their independence and the independence of the other Directors regularly, as appropriate and based on information provided to it by the Directors. Where a Director’s independence status changes, the Company has procedures in place to provide a timely disclosure of the change. Directors are expected to volunteer information as and when changes occur. Directors are expected to bring independent views and judgement to the Board’s deliberations as well as a strong understanding of the Company’s core business. The Board will aim to include a majority of Non-executive Independent Directors, a Non-executive Independent Chairman and have different persons filling the roles of Chairman and Managing Director/Chief Executive Officer. The Board will review the position and associations of each of the Directors in office and will publish its findings on its website and in its Annual Report.

1. Appointed 1 October 2014 2. Appointed 10 December 2014 3. Appointed 10 December 2014 4. Ceased 10 December 2014 5. Ceased 10 December 2014 6. Ceased 10 December 2014

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Directors Remuneration and other benefitsDirectors remuneration and other benefits required to be disclosed pursuant to section 211 (1) of the Companies Act 1993 were as follows:

2015 $

2014 $

Dianne McCarthy 13,978 - John Hunter 15,208 - John Leonard Walley 21,083 - Philip Andrew Holliday 20,000 - Richard Christie 13,978 - Stephen Hampson 365,801 313,925 Stephen Ernest Wilson 15,208 15,000 Thomas (Kerry) McDonald 37,500 -

Total Directors remuneration and other benefits 502,756 328,925

Stephen Hampson was appointed an executive director in December 2014 having previously been employed by the company as Chief Executive Officer. All of his remuneration disclosed above was earned under the terms of his employment contract, and not for his services as a director.

Directors Shareholdings Number of fully paid shares held by Directors, including those held in trust:

Powerhouse Venture Managers Limited holds shares in trust under the terms of the custodian deeds executed on 23 December 2014 and 20 April 2015. Voting rights are attached to shares held in trust as though they were held outright by the beneficiaries. Therefore Powerhouse Venture Managers Limited as an entity does not have any voting rights and therefore does not have any control over Powerhouse Ventures Limited.

Shares acquired/ (sold)

Consideration paid/ (received) $

Date of transaction

DirectorPhilip Andrew Holliday 35 30,450 30/10/2014

84 73,080 24/2/2015Stephen Peter Hampson 23 20,010 22/12/2014

69 60,030 24/2/201558 50,460 27/5/201554 46,980 30/6/2015

John Leonard Walley 35 30,450 30/10/2014137 119,190 24/2/2015

Russell (John) Barr 10 8,700 24/2/2015Stephen Ernest Wilson 35 30,450 30/10/2014

124 107,880 24/2/2015

Share dealings by Directors

Directors disclosuresThere were no notices from Directors of the Company during the financial year requesting to use Company information received in their capacity as Directors, which would not otherwise have been available to them.

Male % Female %Board 86% 14%Executive 100% 0%

Gender representation

30 June 2015 30 June 2014

Stephen Peter Hampson 204 -John Leonard Walley 297 125 Stephen Ernest Wilson 284 125

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Employee remunerationIn accordance with Section 211 of the Companies Act 1993, the number of employees or former employees of the Company, who received remuneration and other benefits in their capacity as employees totalling NZD $100,000 or more during the year have been disclosed.

Number of employees

Number of employees

Employee remuneration ($NZD)100,000-110,000 3 -

120,000-130,000 - 1

130,000-140,000 - 1

150,000-160,000 1 -

160,000-170,000 1 -

170,000-180,000 4 -

190,000-200,000 1 1

220,000-230,000 1 -

300,000-310,000 - 1

330,000-340,000 1 -

360,000-370,000 1 -

AuditorThe Company’s auditor, Ernst & Young, will continue in office in accordance with the Companies Act 1993.

The Directors are satisfied that the provision of non-audit services during the year by the Auditor is compatible with the general standard of independence for auditors imposed by the Companies Act 1993. Details of the amounts paid or payable to Ernst & Young for non-audit services provided during the year by the auditor are outlined in note 18 to the financial statements.

Indemnity and insuranceIn accordance with section 162 of the Companies Act 1993, the company has given indemnities to, and has effected insurance for, the directors of the Company and its related companies, except for some specific matters which are expressly excluded, to indemnify and insure directors against monetary losses as a result of actions undertaken by them in the course of their duties. Specifically excluded are certain matters, such as the incurring of penalties and fines, which may be imposed for breaches of law.

John Hunter CRIS Limited - Director until 31 May 2015Hydroworks Limited - Director

John Leonard Walley Powerhouse Venture Managers Limited - DirectorCRIS Limited - Director from 1 June 2015

Stephen Peter Hampson Arcactive Limited - Shareholder (1% held) CertusBio Limited - DirectorCroplogic Limited - DirectorHydroworks Limited - Director Fluent Scientific Limited - DirectorInvert Robotics Limited - DirectorKoti Holdings Limited - DirectorKoti Technologies Limited - DirectorPhotonic Innovations Limited - Director1

Powerhouse No.1 Nominee Limited - DirectorPowerhouse No.2 Nominee Limited - DirectorPowerhouse No.3 Nominee Limited - DirectorPowerhouse No.4 Nominee Limited - DirectorSolar Bright Limited - DirectorThinkingCactus Limited - DirectorTiro LifeSciences Limited - Director1

Vertide Limited - Director

Stephen Ernest Wilson Powerhouse Venture Managers Limited - DirectorSolar Bright Limited - Director and shareholder (12% held)

Directors interestsIn accordance with section 140 (2) of the Companies Act 1993, the Directors named below have made general disclosures of interest, as follows:

1. Ceased to be Director from 5 June 2015

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Fully paid shares held Percentage of capital

ShareholdersPowerhouse Venture Managers Limited 10,066 53.39%

CRIS Limited 6,342 33.64%

Philip Andrew Holliday 160 0.85%

John Leonard Walley 160 0.85%

Stephen Ernest Wilson 160 0.85%

Powerhouse Ventures Limited 150 0.80%

Lincoln University 125 0.66%

John Andrew Smith 125 0.66%

University of Canterbury 125 0.66%

Ronald Gillatt 100 0.53%

Jennifer Anderson 86 0.46%

Tijs Robinson 86 0.46%

Melissa Yiannoutsos 86 0.46%

Stephen Hampson 77 0.41%

Charles Roberts 75 0.40%

Gareth George 70 0.37%

Paul Alexander and Patricia Alexander 63 0.33%

Glen John Campbell 60 0.32%

Nigel Goldthorpe 60 0.32%

Selwyn Manning 60 0.32%

Simon Shepherd 60 0.32%

18,296 97.05%

Twenty Largest Shareholders

Substantial Security HoldersAs at 30 June 2015 the following persons are deemed to be substantial security holders in accordance with Section 26 of the Securities Markets Amendment Act 1988.

Fully paid shares held Percentage of capital

Powerhouse Venture Managers Limited 10,066 53.39%

CRIS Limited 6,342 33.64%

Distribution of Shareholders and Shareholdings

Size of holding Holders Fully paid shares Percentage of paid capital

1 to 49 16 213 1.13%

50 to 99 17 1,127 5.98%

100 to 499 8 1,105 5.86%500 to 999 - - 0.00%

1,000 and over 2 16,408 87.03%

Total 43 18,853 100.00%

All shareholders are registered in New Zealand except for one shareholder registered in Australia.

Powerhouse Venture Managers Limited hold shares in trust under the terms of the custodian deeds executed on 23 December 2014 and 20 April 2015. Voting rights are attached to shares held in trust as though they were held outright by the beneficiaries. Therefore Powerhouse Venture Managers Limited as an entity does not have any voting rights and therefore does not have any control over Powerhouse Ventures Limited.

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Cleantech and engineering

Our portfolio of holdingsArcActive LtdStage Post-seed Powerhouse Holding 7.2% Significant other shareholders (>10%) Gallagher Group Ltd; Bruce Craig Munro; Demi Holdings Ltd; Michael Chisholm, Sheryl Chisholm, David Ott

HydroWorks LtdStage Post-seed Powerhouse Holding 22.5% Significant other shareholders (>10%) Richard John Hothersall; Powerhouse No.1 Nominee Ltd; NZVIF Investments Ltd

Invert Robotics LtdStage Seed Powerhouse Holding 43.2% Significant other shareholders (>10%) NZVIF Investments Ltd; Guildford Investments Ltd

Koti Technologies LtdStage Pre-seed Powerhouse Holding 56.7% Significant other shareholders (>10%) NZVIF Investments Ltd; Koti Holdings Ltd

Photonic Innovations LtdStage Pre-seed Powerhouse Holding 33.1% Significant other shareholders (>10%) NZVIF Investments Ltd; Otago Innovation Ltd

Solar Bright LtdStage Seed Powerhouse Holding 24.6%* Significant other shareholders (>10%) Patrick John Martin & Nicola Jane Martin; NZVIF Investments Ltd; Stephen Ernest Wilson

Syft Technologies LtdStage Post-seed Powerhouse Holding 1.6% Significant other shareholders (>10%) Douglas Hastie; Accident Compensation Corporation; Douglas Ziffel & Smoot (New York) Ltd; Whale Watch Kaikoura Ltd

Veritide LtdStage Seed Powerhouse Holding 17% Significant other shareholders (>10%) Powerhouse No.3 Nominee Ltd; EIP Nominees Ltd; NZVIF Investments Ltd

Information and communication technologiesFluent Scientific LtdStage Pre-seed Powerhouse Holding 10% Significant other shareholders (>10%) Alan Cox; Jessica Lin; Thor Russell

Modlar LtdStage Post-seed Powerhouse Holding 11.5% Significant other shareholders (>10%) Movac Fund 3 LP; Scott Douglas Barrington, Scott Barrington Trustees Ltd; NZVIF Investments Ltd

Motim Technologies LtdStage Seed Powerhouse Holding 44.1% Significant other shareholders (>10%) NZVIF Investments Ltd

ThinkingCactus LtdStage Pre-seed Powerhouse Holding 5.8%* Significant other shareholders (>10%) Chang Liu; Yu-Lin Chang; Yu-Kun Chang

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Agritech and environmental

CertusBio LtdStage Pre-seed Powerhouse Holding 45.5% Significant other shareholders (>10%) Matthew Jones; Michelle Haggers

CropLogic LtdStage Seed Powerhouse Holding 28.1% Significant other shareholders (>10%) NZVIF Investments Ltd; Powerhouse No.2 Nominee Ltd; David Rankin; Innovative Software Ltd

Lasadex LtdStage Pre-seed Powerhouse Holding 26.9%* Significant other shareholders (>10%) John William Marshall

*including rights being exercised on convertible notes and convertible loans.

Medical and healthcare

Avalia Immunotherapies LtdStage Pre-seed Powerhouse Holding New company being incorporated Significant other shareholders (>10%) Malcorp Biodiscoveries Ltd; Victoria Link Ltd

Mars Bioimaging LtdStage Post-seed Powerhouse Holding 8.7% Significant other shareholders (>10%) Anthony Philip Howard Butler, Jennifer Maree Aitken Butler; Canterprise Ltd; Philip Howard Butler; IMH Holdings Pty Ltd

Tiro Lifesciences LtdStage Pre-seed Powerhouse Holding 34.4% Significant other shareholders (>10%) James Geoffrey Chase; Geoffrey Mark Shaw

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DirectoryRegistered Office of the Company:Address: Level 3, 2 Hazeldean Road Addington Christchurch 8024 New Zealand

Website: www.powerhouse-ventures.co.nz

Christchurch Office Corporate OfficeAddress: Grant Thornton Office Level 3, 2 Hazeldean Road Addington Christchurch 8024 New Zealand

Postal: PO Box 29519 Fendalton Christchurch 8540 New Zealand

Phone: +64 21 0847 2029

Dovedale OfficeAddress: Building DG7 Dovedale Village Dovedale Ave Ilam, Christchurch 8041 New Zealand

Phone: +64 3 9 282 282

WellingtonAddress: Gracefield Innovation Quarter C Block, 69 Gracefield Road Lower Hutt 5010 New Zealand

Phone: +64 4 566 2376

DunedinAddress: Centre for Innovation 87 Saint David St Dunedin New Zealand

Postal: PO Box 56 Dunedin 9054 New Zealand

Phone: +64 27 487 7827

AucklandPostal: PO Box 32-442 Devonport Auckland 0744 New Zealand

Phone: +64 21 999 319

SolicitorsChapman Tripp 245 Blenheim Road Riccarton Christchurch 8011

External AuditorErnst & Young 20 Twigger Street Addington Christchurch

Internal AuditorPricewaterhouseCoopers 5 Sir Gil Simpson Drive Canterbury Technology Park Christchurch

Share RegistryComputershare Level 2, 159 Hurstmere Road Takapuna Auckland 0622

Phone: 0800 50 50 06 Facsimile: 09 448 8787 Email: [email protected] Website: www.computershare.co.nz

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