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DJ Milamber Ventures Plc Correction : Final Results

 
TIDMMLVP 
 
This announcement is further to the Final Results announcement released on 16 
October 2018 at 7am under PR Newswire and corrects an error in the Group Cash 
Flow Statement, as follows: The Increase in Creditors in the 2018 Group Cash 
Flow Statement should read GBP758,757 not GBP758,061, after accounting for 
differences in subsidiary balances.  In the same statement, Net Cash from 
Operating Activities should read GBP(1,170,874), and Net Increase in Cash GBP5,803. 
 
The full amended text is shown below. 
 
 
                                                                17 October 2018 
 
                             Milamber Ventures plc 
                  ("Milamber", "the Company" or "the Group") 
 
                                 Final Results 
                       For the Year ended 31 March 2018 
 
Milamber Ventures plc (NEX: MLVP), is an investment company focused on the 
education and vocational training sectors, adding value through consolidation, 
strategic business development, access to new clients and cross-selling. 
 
Milamber has identified opportunities for consolidation in the vocational 
training market where it has expertise in the development of core online and 
digital platforms, and established relationships.  The launch in May 2017 of 
the government Apprenticeship Levy scheme, with an annual budget of budget of GBP 
2.8bn, adds significant growth opportunities to this segment. 
 
We have already started a "buy and build" strategy in this market, with the 
acquisition of Essential Learning Company Limited ("Essential Learning") in 
December 2017 and are presently assessing a number of new potential 
acquisitions to bring synergies to the Group, including Orchard Rock Limited, 
with which we agreed Heads of Terms on 26 July 2018. 
 
In line with this progressive change in strategy, the Board has resolved to 
expense all costs in the current year, rather than capitalise the extensive 
amounts spent developing intellectual property and future value, as Milamber 
has done in prior years. This means that a bigger loss will be made in the 
short term, but in the long term, as the expected profits flow through from the 
acquisitions, the impact of the yearly amortisation charge is reduced and so 
profitability will be higher and more transparent for shareholders. 
 
The Company is pleased to announce its final results for the year ended 31 
March 2018. 
 
 
HIGHLIGHTS 
 
  * Revenue for the Group increased to GBP754,670 and for the Company, GBP448,873 
    (2017: GBP314,673) 
 
  * Investments increased 135% to GBP1.1m (2017: GBP447,159), representing 10.9p 
    per share 
 
  * Loss for the Group was GBP2.1m and for the Company, GBP1.2m (2017: GBP311,228), 
    due to greater investment levels and the expensing of all direct and 
    accrued costs 
 
  * Acquisition of Essential Learning, a vocational training company 
 
  * Post year-end, Heads of Terms agreed to acquire Orchard Rock, a health and 
    social care training company 
 
Andy Hasoon, Executive Chairman and CEO, commented, "Our year-on-year key 
performance indicators show significant improvement and we are on track with 
our growth strategy of delivering a core platform strategy for Milamber and its 
long-term growth potential. 
 
"Having acquired Essential Learning in December 2017, we are currently 
exploring a number of options to raise the finance to execute the acquisition 
of Orchard Rock, as part of the new core buy-and-build strategy for the 
Company. Upon successful completion, we expect the combination of Essential and 
Orchard Rock to serve as a platform for longer term profitable growth of 
Milamber. 
 
"We also continue to provide advisory and business development services to our 
network of Portfolio Companies, 30 of which are in the Education sector and 
four being in the Technology sector. Many of these businesses, of which we hold 
a stake in 20% of them, are in the incubator stage and we believe, with our 
guidance and experience, that many will become leading entities in their field, 
allowing us to reap the rewards for our shareholders at the point of exit". 
 
 
ENQUIRIES: 
 
Milamber Ventures plc 
Andy Hasoon 
T: 07768 875 681 
E: Andy.hasoon@milamberventures.com 
www.MilamberVentures.com 
 
First Sentinel Corporate Finance Limited (NEX Exchange Corporate Adviser) 
Brian Stockbridge 
T: 020 7469 0930 
 
Leander (Financial PR) 
Christian Taylor-Wilkinson 
T: 07795 168 157 
E: ctw@leanderPR.com 
 
 
 
 
                             CHAIRMAN'S STATEMENT 
 
Milamber Ventures plc (NEX: MLVP) is an investment company focused on the 
education and vocational training sectors, adding value through consolidation, 
strategic business development, access to new clients and cross-selling. 
 
Milamber has identified opportunities for consolidation in the vocational 
training market where it has expertise in the development of core online and 
digital platforms, and established relationships.  The launch in May 2017 of 
the government Apprenticeship Levy scheme, with an annual budget of GBP2.8bn, 
adds significant growth opportunities for this sector. 
 
We have already started a "buy and build" strategy in this market, with the 
acquisition of Essential Learning Company Limited ("Essential Learning") in 
December 2017 and are presently assessing a number of new potential 
acquisitions to bring synergies to the Group, including Orchard Rock Limited, 
with which we agreed Heads of Terms on 26 July 2018. 
 
In line with this progressive change in strategy, the Board has resolved to 
expense all costs in the current year, rather than capitalise the extensive 
amounts spent developing intellectual property and future value, as Milamber 
has done in prior years.  This has a material impact on our reported profits 
and net assets, as Milamber accounts for all costs on a strict accrual basis, 
and does not reflect any change in the realisable value of work carried out. 
The amount of relevant work increased significantly year on year with the 
growth of Milamber, from GBP837,102 in 2016-17 to GBP981,259 in the current year. 
We also amortised GBP265,379 of historic capitalised costs, mainly against 
successful completed projects. 
 
Every year Milamber invests in various new projects as well as continuing 
investments into its Portfolio Companies, applying knowledge, commercial 
know-how and expertise to create significant value for these clients. For the 
past four years, development costs have been capitalised as intangible assets 
on the balance sheet and each year a proportion has been amortised, being 
gradually written off over a number of years. This follows in-line with our 
experience that it typically takes three years for a company to go from 
start-up phase to generating initial profits, whilst it can take five to seven 
for a company to reach maturity, which is when Milamber will look to realise 
its value. 
 
However, as we have now entered into a new phase of our strategy, the "Buy and 
Build" acquisition phase, it is more prudent for us from an accounting 
perspective to write off the costs each year rather than capitalise them and 
then amortise them over a number of years. Effectively, this means that a 
bigger loss will be made in the short term, but in the long term, as the 
expected profits flow through from the acquisitions, the impact of the yearly 
amortisation charge is reduced and so profitability will be higher and more 
transparent for shareholders. 
 
Having acquired Essential Learning in December 2017, we are currently exploring 
a number of options to raise the finance to execute the acquisition of Orchard 
Rock, as part of the new buy-and-build strategy for the Company. Upon 
successful completion, we expect the combination of Essential and Orchard Rock 
to serve as a platform for longer term profitable growth of Milamber. 
 
We also continue to provide advisory and business development services to our 
Portfolio Companies, 30 of which are in the Education sector and four being in 
the Technology sector. Many of these businesses are in the incubator stage and 
we believe, with our guidance and experience, that many will become leading 
entities in their field, allowing us to reap the rewards for our shareholders 
at the point of exit. 
 
Milamber made solid progress during the period 1 April 2017 to 31 March 2018 
through an increase in its portfolio investments and specifically by the 
acquisition of Essential Learning, a vocational training company, which we 
expect to serve as the basis for a focused education buy-and-build platform. 
 
In the past four years we have carried out GBP1,726,982 of work on our Portfolio 
Companies and the various projects we have worked on.  Furthermore, GBP311,009 of 
cash and services provided during the financial year by the Milamber team 
themselves and its network of 'Milamber Ambassadors' was converted into 
Milamber shares. 
 
Investments are now valued at GBP1,050,558 compared to GBP447,159 on 31 March 2017, 
demonstrating the value of the work we are delivering in growing our investment 
portfolio. This includes shareholder value derived from our Ambassador Network, 
who continue to make new business introductions, including potential clients, 
investors and other business development opportunities; all upon which we 
expect to grow the business further via acquisitions and organic development/ 
growth. Key management and members of the Milamber Ambassador network now own 
85.2% of the share capital of Milamber. 
 
The stock market mid-price for our shares was 12.5p on 1 April 2017 and 9.0p on 
31 March 2018 with a low of 5.5p and a high of 12.5p during the period. 
 
During the period we raised GBP109,139 in cash, issuing 1,189,282 ordinary shares 
at an average share price of 9.2p per Milamber share in order to be used for 
continuing business development and investment into our Portfolio Companies. 
 
Our year-on-year key performance indicators show significant improvement and we 
are on track with our growth plan. We continue to provide advisory and business 

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DJ Milamber Ventures Plc Correction : Final Results -2-

development services to our network of Portfolio Companies, 30 of which are in 
the Education sector and four being in the Technology sector. Many of these 
businesses, of which we hold a stake in 20% of them, are in the incubator stage 
and we believe, with our guidance and experience, that many will become leading 
entities in their field, allowing us to reap the rewards for our shareholders 
at the point of exit. 
 
During the period we launched the Milamber Education Technology fund with 
Innvotec Ltd which is an SEIS and EIS evergreen fund which went live in 
November 2017 at the VCT and EIS Investor Summit in London. This fund allows us 
to take the lead with investment syndicates in Milamber related projects or 
Portfolio Companies. 
 
During the year the Company continued to launch, develop, and grow over 20 
projects, both standalone Milamber and in collaboration with Portfolio 
Companies. Many of these projects are at an early stage, the majority in 
collaboration with Portfolio Companies.   Standalone projects included: 
 
  * Ambassador Network - Milamber's group of experts who collaboratively apply 
    their know-how and expertise to develop Milamber's projects and enable its 
    Portfolio companies to achieve their full potential. The group has 
    continued to grow in number and in breadth and depth of experience and 
    knowledge. 
 
  * Angel Network - Culminating with the launch of The Angelaires Club in July 
    2017, a network of investors from Angels though to institutions and Family 
    Offices, has been developed to bring the most exciting, ground breaking and 
    disruptive companies to the attention of our friends. This has been 
    expanded further during the period including attending the EIS & VCT Summit 
    in November 2017 and the launch of the Milamber SEIS / EIS Education 
    Technology Fund with Innvotec. 
 
  * Angelaires Club - Milamber runs regular "Thought Leadership" events called 
    the Angelaires Club whose purpose is to showcase to the Milamber Ambassador 
    Network and our Investor Network potential and existing Portfolio Companies 
    so they can better understand the innovations in Media, Technology and 
    Education that these companies are making.  We run events in London and in 
    New York.  http://www.milamber.co.uk/angelaires/ 
 
  * Engage Works - Milamber has been working with Engage since 2013.  We 
    initially helped developed the Flux Innovation Lounge (Flux) together and 
    in November 2014 sold Engage Milamber's stake in Flux. Today, Milamber 
    holds a 6.03% equity stake in Engage, a profitable full service creative 
    technology agency with cGBP5.7m of turnover and operations in London and 
    Dubai. 
 
  * The HoneyComb Works - Milamber holds 5% of The HoneyComb Works, which is 
    driving transformational change through behavioural science based learning 
    design, digital tools, coaching, and a blend of next generation training 
    methodologies to B2B customers using a digital "HoneyComb" state of the art 
    platform as the core change mechanism. 
 
  * Knowledge Motion; owns and runs www.BoClips.com BoClips aggregates over 2 
    million rights ready video clips onto a single cloud based platform. 
    Proprietary algorithms then map these clips to the curricula and courses 
    used by education providers around the world - ensuring relevant search 
    results for courseware designers, instructors and students. All videos are 
    rights-ready for education and updated daily. The BoClips repository makes 
    it easy for education providers to find, license and use video from some of 
    the world's largest and most respected content producers such as Bloomberg, 
    AP, Reuters, Getty Images and a host of others. Milamber has helped secure 
    a strategic 'revenue' partnership with Pearson and investment from 
    publisher Ingram and has a 5% warrant valued at cGBP200,000. In 2017 
    Knowledge Motion secured funding of GBP3m led by Hambro Perks. 
 
  * Milamber Innvotec Education Technology Fund; Milamber in November 2017 
    launched in partnership with Innvotec has set up an "Evergreen" SEIS / EIS 
    Fund that makes investments quarterly in technologies that underpin true 
    innovation across the entire Educational Technology (EdTech) arena. 
    Together with Innvotec we Provides investors with a balanced growth 
    portfolio and potentially profitable exits at regular intervals. The 
    structure of the fund gives investors valuable SEIS / EIS tax benefits 
    covering Income Tax, CGT and IHT. http://www.innvotec.com/Edtech-Fund/ 
 
  * So Just Shop - enables women-led artisans and groups, many in developing 
    countries, to sell high quality, bespoke accessories and handmade goods to 
    the international market on the So Just Shop full service marketplace. The 
    model enables women in the 'bottom billion' to trade on equal terms 
    globally. This innovation creates a system where artisans can, not only 
    receive payments, but also directly trade with an international audience 
    through smartphone technology. Inherent in the model is a significant 
    education programme helping women artisans to learn entrepreneurial and 
    digital trading skills to improve the lives of their families, and 
    communities. www.sojustshop.com 
 
  * The Uber project - developing various approaches to build next generation 
    innovation workspaces, this is now being worked on in collaboration with 
    two Portfolio Companies - Engage Works and Black Arrow. 
 
  * Film network - a project to document members' stories about their 
    companies, products and achievements as case studies and the lessons 
    learned along the way. We have filmed a further two Angelaires events in 
    the UK during the year in July 2017 and February 2018, plus our Milamber 
    USA event in NY with NYU Social Entrepreneurship programme in Sept 2017. 
 
  * EU Horizon 20/20 - The key objective of the project was to develop 
    innovative Intellectual Property built by portfolio companies to a point 
    whereby they would qualify for grants available within EU Horizon 20/20 
    grants. Despite the setback of BREXIT, the accumulated knowledge has been 
    applied to other grant applications for Milamber's European based portfolio 
    companies. For example, All Street won another GBP800,000 Innovate UK grant 
    during the period and Milamber helped secure First Star UK a GBP360,000 grant 
    from a European Foundation in June 2017. 
 
  * Grand Prix Team Manager began as a project to develop and market a suite of 
    serious cutting-edge games that deliver innovative learning solutions for 
    managers. This project has developed into what we now call our Digital 
    Learning project which now has several strands including embedding EQ and 
    Scientifically proven learning pedagogy into digital learning, VR and AR R& 
    D work looking at next generation learning solutions, use of holograms to 
    name a few. This project results in us working with companies like helping 
    All Street who are developing an Artificial Intelligence based Adaptive 
    Learning Solution into their AI engine, Totem Learning, the Flux Innovation 
    Lounge, Pepper Learning, Knowdl, Your Hippo plus several others. 
 
  * Significant research into Procurement, Process and Delivery business models 
    for Apprenticeship Levy learning solutions. This is part of our initial 
    product offering called Check Box and it being used by the M&A Team in 
    restructuring and repositioning companies such as Essential. 
 
FINANCIAL REVIEW 
 
Revenue for the Group for the year was GBP754,670.  Revenue for the Company for 
the year was GBP448,873 (2017: GBP314,673).  The loss for the Group for the year 
was GBP2.1 million.  The loss for the Company for the year was GBP1.2 million 
(2017: GBP311,228), reflecting the greater level of expense and amortisation of 
historic development costs during the year. 
 
Administrative Expenses at the Group and Company level were GBP1.9 million and GBP 
1.4 million respectively, which was up on the previous year by GBP0.83 million 
for the Company, as all direct and accrued costs were expensed. 
Correspondingly, Group net liabilities at the year-end were GBP549,733, compared 
to Company net assets at 31 March 2017 of GBP546,712.  Investments increased 135% 
to GBP1,050,558 (March 2017: GBP447,159), representing 10.9p per share. 
 
The Company's Net Asset Value ("NAV") as at 31 March 2018 fell in line with the 
new accounting approach to 3.5 pence per share (March 2017: 9.7p). 
 
Services provided by the Milamber team or its Ambassador Network are shown in 
the Balance Sheet as Loan Notes or Notes Payable as Long-term liabilities. 
These Loan Notes can be converted into Milamber shares or paid in cash as fees 
from the growth services we provide to our Portfolio Companies as they come on 
stream. 
 
KEY INVESTMENT 2017 - 2018 
 
On 17 May 2017 Milamber acquired a 15% equity stake in Essential Learning by 
issuing GBP75,000 in share consideration in two simultaneous tranches of GBP25,000 
and GBP50,000 at an average price of 18.5p per Milamber share. The rationale for 
the acquisition was twofold; firstly, to establish Milamber in the vocational 
training sector, and secondly, to access the government's annual GBP2.8 billion 
Apprenticeship Levy scheme. 
 
Essential Learning is a leading vocational training company in the "must have" 
Health, Social, and Teaching sectors and in April 2017 qualified as an 
Apprenticeship Levy Prime Training Provider ("RoATP") which means it can now 
provide services to Levy paying companies and entities. This means Essential 
Learning's growth potential is supported by access to the annual GBP2.8 billion 
Government Apprenticeship Levy scheme, launched in May 2017. 
 
Milamber completed the acquisition of Essential Learning on 20 December 2017 
with a deferred payment of GBP800,000 to Gravity Investment Group Limited ("GIG") 
and GBP100,000 of Milamber shares to Goldvista Properties Limited. 
 

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DJ Milamber Ventures Plc Correction : Final Results -3-

In May 2018 Gravity Investment Group Limited was put into administration (due 
to circumstances unrelated to Milamber's acquisition of Essential Learning). 
Therefore, under the terms agreed by the parties via the Share Purchase 
Agreement ("SPA"), the deferred consideration of GBP800,000 is no longer payable 
to GIG by Milamber, as any outstanding amounts due under the SPA shall be 
deemed to be written off. 
 
We have been restructuring Essential and executing a full turnaround process 
with the objective of having the company ready for the new academic year which 
began on 1 August 2018. To that end Essential has been awarded two material 
contracts beginning in the new academic year - an Adult Education Budget 
contract worth GBP274,107 and an Apprentice Award delivery contract via the ESFA 
for GBP395,209. It should be noted that these contracts are in addition to 
Essential Learning delivering Apprenticeship Levy contracts under its RoATP 
status as a Prime provider. 
 
MILAMBER USA 
 
The Milamber USA Team have been working on two key areas: 
 
Firstly, consulting work for a number of organisations, for example: 
 
  * Times of India, working with international University brands to package 
    Executive Education courses for sale in India; and 
  * CyberHabits, a project run by Bill Hughes looking into Education issues 
    supporting internet security in the workplace. 
 
Secondly, working on finding US acquisition targets for the Group. 
 
The Milamber USA team are Tim Moore, based in Austin, Texas; Bill Hughes, based 
in Boston, Massachusetts; and Steve Hammersly, based in San Francisco, 
California. 
 
MILAMBER INVESTOR EVENTS 
 
As part of our service offering to our Portfolio Companies, we host "angel" 
investor events regularly throughout the year. These events are designed to 
introduce these exciting, fast growing and entrepreneurial businesses to the 
investment community, often ending in capital being invested. 
 
Milamber's Executive Chairman and CEO, Andy Hasoon, attended and presented at 
the VCT and EIS Investor Summit in London in November 2017 event, which was 
organised by Modwenna Rees-Mogg. By speaking directly to the investor audience 
we were able to build several partnerships with EIS investors so that we can 
collaborate and co-invest in projects and new Portfolio Companies together. 
 
In terms of fund raising, the Milamber leadership team has continued to pursue 
a strategy of building a proprietary database of business development support 
companies, investors and potential strategic partners which we have found 
important to help the growth of early-stage high performance companies. 
 
Milamber held its first major US event on 27 September 2017 at New York 
University's Rudin Family Forum in the Puck Building at 295 Lafayette Street, 
as part of a privileged working relationship with the NYU Social 
Entrepreneurship Programme. The event had a number of world class presenters, 
including Peter Samuelson and Nick Parker, together with a "who's who" line up 
of attendees from the Education, Media and Investor communities from around the 
world. 
 
On 20 February 2018 Milamber held another of our UK Angelaires Club events at 
the Century Club on Shaftesbury Avenue in London - the evening was very 
successful with significant investment taking place in a number of our 
Portfolio Companies. 
 
PORTFOLIO AND CLIENT COMPANIES 
 
During the period we invested in a number of selected new smaller companies, as 
well as providing a range of business services to several of our existing and 
new Portfolio Companies. The reason the Company invests in early stage 
Education Technology companies is because it has identified capability gaps in 
the market place and these companies, by focusing on R&D into these specific 
areas, are developing the next generation solutions to the problems Milamber 
has identified as significant opportunities for revenue growth. 
 
  * In February 2018 Milamber acquired the entire share capital of Vocademia 
    London Limited for a consideration of GBP105,000. Mark Woodcock, its founder, 
    has been working on a number of key consulting projects e.g. Open Class 
    Rooms and Val Software, as well as incubating a number of greenfield 
    projects like Vocademia Languages. The latter is a project to convert over 
    220 hours of English Language training materials into e-learning materials. 
 
  * All Street www.allstreet.org secured equity finance of GBP500,000 and a 
    second material grant from Innovate UK for GBP800,000. Milamber is currently 
    working on its next larger funding round to help build a next generation 
    Artificial Intelligence platform and "Go To" market strategy. 
 
  * Droplet - after extensive consulting to package its value proposition for 
    potential customers and investors Milamber helped secure GBP1.5m of 
    investment from Draper Esprit which closed in December 2017. 
 
  * Engage Works - our first Portfolio Company. Engage's collaborative working 
    environment software platform, Co-Create, has secured blue chip customers 
    such as PWC, KPMG, Deloitte, EY, Accenture, and Capita. Its Flux Innovation 
    Lounges in London and Dubai are key spaces for Customer collaboration. 
 
As most of our shareholders are aware, Milamber is a business committed to 
improving the effectiveness of education solutions to all parts of society and, 
in that regard, we have been working over the period with Peter Samuelson, an 
American and British film producer and serial social entrepreneur. Peter 
founded the Starlight Children's Foundation which over the last 35 years has 
brought smiles to more than 60 million critically, chronically and terminally 
ill children in the United States, Canada, Australia and the United Kingdom. 
 
Milamber has been working with Peter to launch his new charity First Star UK as 
our "Pro Bono" project, aimed at helping fostered youths get through secondary 
school or high school and into University or Colleges. Starting in April 2016 
and over the past two years, Milamber leadership has helped launch the First 
Star UK Academy at St Mary's University in Twickenham, to recruit and support 
the delivery team, put in place an oversight charity structure, and raise 
funding which has now topped GBP1.2 million. See: www.FirstStarUK.org 
 
First Star raised its public profile via Ruth Kelly speaking at the Sir John 
Cass Foundation Lecture on 8 November 2017. First Star's UK team won the 
inaugural award for "Best Prospective Student Engagement" at the What Uni 
Awards on 19 April. 
 
EXPLAINING WHAT WE DO 
 
Below is a link to a video interview of Executive Chairman and CEO, Andy 
Hasoon, which was filmed during the year to help shareholders better understand 
what we are doing at Milamber and how the business is helping its Portfolio 
Companies through their growth journey. 
 
Interview on Tips TV Finance 7 June 2017 
https://youtu.be/SWLKWA8OnCs 
 
POST YEAR-END OPERATIONS 
 
On 26 July 2018 Milamber announced Heads of Terms for the acquisition of 
Orchard Rock Limited ("Orchard Rock"). The Company identified Orchard Rock as 
its next acquisition target as it delivers profitable "must have" training 
solutions, many of which need recertification every year as part of Continual 
Professional Development programmes. Therefore, it will deliver to the Group a 
customer base with long-term, multi-year customer engagement contracts which 
add significant long-term revenue and profit visibility to the Group. 
 
Established in 2005, Orchard Rock is a leader in the UK health and social care 
training market.  Any acquisition of Orchard Rock will be subject to third 
party equity funding, final due diligence, approval of the Board of Milamber 
and signature of a binding share purchase agreement.  In order to allow 
Milamber to complete the work required to move to a successful transaction, 
Milamber and Orchard Rock have agreed a period of exclusivity. 
 
Milamber will pay up to GBP1.9 million in cash and shares for Orchard Rock.  An 
initial payment of GBP800,000 in cash will be made by Milamber on closing, 
subject to completion of a capital markets fund raise which is currently under 
way. A further payment of GBP200,000 will be made on completion of management 
handover and one quarter's financial reporting along with the potential 
arrangement of new debt facilities to position Orchard Rock for growth. 
 
Milamber will also settle up to GBP900,000 in Milamber ordinary shares at 9 pence 
per share, to the current owners of Orchard Rock, determined quarterly on the 
achievement of certain EBITDA milestones. 
 
In the twelve months to April 2018, Orchard Rock's records showed revenue of GBP 
980,000 and EBITDA of GBP374,000, with significant year-on-year growth. 
 
As part of the proposed agreement, Milamber will also acquire 15% of 
'YourHippo', a digital learning business co-owned by Orchard Rock's management 
team, with services which address current demand for online training.  Milamber 
and YourHippo's owners have agreed in principle that Milamber issue a further GBP 
100,000 in Milamber ordinary shares in respect of this holding. 
 
OUTLOOK 
 
Looking ahead to the financial year of 2018-2019, we continue to consolidate 
the acquisition of Essential Learning, and plan to complete and then 
consolidate the acquisition of Orchard Rock. In addition, we have two further 
complementary target acquisitions which we are tracking as part of our "Buy and 
Build" strategy and which we believe will add structural value to both the 
underlying Portfolio Companies as well as Milamber Ventures Plc. 
 
The ongoing strategy of Milamber is to be a consolidator in the fragmented 
vocational training sector, which we believe we have the skill set to achieve 
in a timely and cost-effective manner, thereby achieving our goal of becoming a 
highly profitable business and the innovation education company in the UK and 
beyond. 
 
In conjunction with the change in strategy to acquire businesses in support of 
our transformative growth plans, we are exploring a number of potential funding 

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DJ Milamber Ventures Plc Correction : Final Results -4-

routes to help us secure the resources required to accelerate our strategy 
further. This will also give us increased fire power to help our growing stable 
of Portfolio Companies. 
 
I would like to thank all those that have supported us, particularly our key 
advisors, the Milamber team and our shareholders. We look forward to the coming 
12 months and working with our valued supporters and shareholders as we 
transition towards our more focused longer-term strategies to create 
shareholder value. 
 
 
Andy Hasoon 
Chairman 
Milamber Ventures Plc 
www.milamber.co.uk 
 
15 October 2018 
 
 
 
 
INCOME STATEMENTS FOR THE YEAR ENDED 31 MARCH 
 
GROUP (2017-18 ONLY) AND COMPANY (2017-18 AND 2016-17) 
 
                                          GROUP           COMPANY           COMPANY 
 
                                       YEAR ENDED        YEAR ENDED        YEAR ENDED 
 
                                       31.03.2018        31.03.2018        31.03.2017 
 
                                Notes       GBP                GBP                 GBP 
 
TURNOVER                          4      754,670          448,873           314,673 
 
Cost of Sales                           (15,305)             -                 - 
 
GROSS PROFIT                             739,365          448,873           314,673 
 
Administrative Expenses                (1,913,057)      (1,445,055)        (625,901) 
 
Amortisation of Development             (265,379)        (265,379)             - 
Costs 
 
OPERATING LOSS                    7    (1,439,071)      (1,261,561)        (311,228) 
 
Gain on investment                       46,751              -                 - 
 
Loss on goodwill                        (748,514)            -                 - 
 
LOSS ON ORDINARY ACTIVITIES 
 
BEFORE TAXATION                        (2,140,834)      (1,261,561)        (311,228) 
 
Tax on loss on ordinary           8         -                -                 - 
activities 
 
LOSS FOR THE FINANCIAL YEAR            (2,140,834)      (1,261,561)        (311, 228) 
 
Other Comprehensive Income                  -                -                 - 
 
TOTAL COMPREHENSIVE LOSS 
 
FOR THE YEAR                           (2,140,834)      (1,261,561)        (311,228) 
 
EARNINGS PER SHARE: 
 
Basic and diluted earnings per    9      (29.8)p          (17.5)p            (6.7)p 
share from total operations 
 
The Group was formed during the year ended 31 March 2018 with the acquisition 
of Essential Learning Company Limited, and for this reason there are no Group 
comparative figures for the year ended 31 March 2017. 
 
The accounting policies and notes are an integral part of these financial 
statements. 
 
Total comprehensive income for the financial year was all attributable to the 
owners of the parent company. 
 
 
 
 
STATEMENTS OF FINANCIAL POSITION AT 31 MARCH 
 
GROUP (2018 ONLY) AND COMPANY (2018 AND 2017) 
 
                                             GROUP           COMPANY          COMPANY 
 
                                             AS AT            AS AT            AS AT 
 
                                          31.03.2018       31.03.2018       31.03.2017 
 
                                   Notes       GBP                GBP                GBP 
 
NON-CURRENT ASSETS 
 
Intangible Assets                   10      745,722          745,722         1,011,102 
 
Investments                         11     1,050,558        1,050,558         447,159 
 
Equity investment in subsidiary     12         -             105,000             - 
undertaking 
 
Intercompany Balance - Essential               -             119,007             - 
Learning 
 
Fixed Assets                        13      16,570              -                - 
 
TOTAL NON-CURRENT ASSETS                   1,812,850        2,020,287        1,458,261 
 
CURRENT ASSETS 
 
Trade and Other Debtors             14      374,240         231, 709          111,342 
 
Cash at Bank                                 5,455            1,199            (348) 
 
TOTAL CURRENT ASSETS                        379,695          232,908          110,994 
 
CURRENT LIABILITIES 
 
Creditors - Amounts falling due     15     (960,245)        (144,497)        (203,048) 
within one year 
 
NET CURRENT (LIABILITIES) / ASSETS         (580,550)         88,411          (92,054) 
 
TOTAL ASSETS LESS CURRENT LIABILITIES      1,232,300        2,108,698        1,366,207 
 
Creditors falling due after more    16    (1,782,033)      (1,779,168)       (819,495) 
than one year 
 
NET ASSETS (LIABILITIES)                   (549,733)         329,530          546,712 
 
Share Capital                       17      242,811          242,811          203,065 
 
Share Premium                              2,032,321        2,032,321        1,601,077 
 
Capital Redemption Reserve                   2,056            2,056            2,056 
 
Other Reserves                              27,753           27,753           27,753 
 
Revaluation Reserve                         813,058          813,058          239,659 
 
Profit and loss account                   (3,667,732)      (2,788,469)      (1,526,898) 
 
TOTAL SHAREHOLDERS' FUNDS                  (549,733)         329,530          546,712 
 
The Group was formed during the year ended 31 March 2018 with the acquisition 
of Essential Learning Company Limited, and for this reason there are no Group 
comparative figures for the year ended 31 March 2017. 
 
The accounting policies and notes are an integral part of these financial 
statements. 
 
 
 
 
STATEMENT OF CHANGES IN EQUITY 
 
GROUP AND COMPANY 
 
                            Called up     Share      Equity    Revaluation  Retained      TOTAL 
                              Share      Premium    Reserves     Reserve    Earnings 
                             Capital 
 
COMPANY - PRIOR YEAR            GBP           GBP           GBP           GBP           GBP           GBP 
 
BALANCE AT 31 MARCH 2016     186,190    1,290,858    29,809         -      (1,215,670)   291,187 
 
Issue of share capital       16,875      310,219        -           -           -        327,094 
 
Revaluation of investments      -           -           -        239,659        -        239,659 
 
Total comprehensive income      -           -           -           -       (311,228)   (311,228) 
 
BALANCE AT 31 MARCH 2017     203,065    1,601,077    29,809      239,659   (1,526,898)   546,712 
 
GROUP - CURRENT YEAR 
 
BALANCE AT 31 MARCH 2017     203,065    1,601,077    29,809      239,659   (1,526,898)   546,712 
 
Issue of share capital       39,746      431,244        -           -           -        470,990 
 
Revaluation of investments      -           -           -        573,399        -        573,399 
 
Total comprehensive income      -           -           -           -      (2,140,834) (2,140,834) 
 
BALANCE AT 31 MARCH 2018     242,811    2,032,321    29,809      813,058   (3,667,732)  (549,733) 
 
COMPANY - CURRENT YEAR 
 
BALANCE AT 31 MARCH 2017     203,065    1,601,077    29,809      239,659   (1,526,898)   546,712 
 
Issue of share capital       39,746      431,244        -           -           -        470,990 
 
Revaluation of investments      -           -           -        573,399        -        573,399 
 
Total comprehensive income      -           -           -           -      (1,261,571) (1,261,571) 
 
BALANCE AT 31 MARCH 2018     242,811    2,032,321    29,809      813,058   (2,788,459)   329,530 
 
The Group was formed during the year ended 31 March 2018 with the acquisition 
of Essential Learning Company Limited, and for this reason there are no Group 
comparative figures for the year ended 31 March 2017. 
 
The accounting policies and notes are an integral part of these financial 
statements. 
 
 
 
 
STATEMENT OF CASH FLOWS 
 
GROUP AND COMPANY 
 
                                              GROUP             COMPANY          COMPANY 
 
                                            YEAR ENDED        YEAR ENDED       YEAR ENDED 
 
                                            31.03.2018        31.03.2018       31.03.2017 
 
                                                GBP                  GBP                GBP 
 
CASH FLOWS FROM OPERATING ACTIVITIES 
 
Loss before tax                              (2,140,834)       (1,261,561)        (311,228) 
 
Loss/profit on disposal of investments                 -                 -                - 
 
Loan written off                                       -                 -           30,800 
 
Operating expenses paid via share issue          201,870           201,870          164,316 
 
Depreciation of tangible fixed assets              6,852                 -                - 
 
Amortisation of development costs                265,379           265,379                - 
 
                                             (1,666,733)         (794,312)        (116,112) 
 
Decrease / (increase) in debtors               (262,898)         (120,367)         (30,241) 
 
Increase / (decrease) in creditors               758,757          (58,561)          124,878 
 
NET CASH FROM OPERATING ACTIVITIES           (1,170,874)         (973,240)         (21,475) 
 
CASH FLOWS FROM INVESTING ACTIVITIES 
 
Investment in intangibles                              -                 -        (837,102) 
 
Net investment in subsidiary assets              105,000                 -                - 
 
Loans advanced (to) / from subsidiaries,               -          (94,025)                - 
net 
 
NET CASH FROM INVESTING ACTIVITIES               105,000          (94,025)        (837,102) 
 
CASH FLOWS FROM FINANCING ACTIVITIES 
 
Share issue                                      109,139           109,139          327,094 
 
Increase in long-term liabilities                962,538           959,673          530,846 
 
NET CASH FROM FINANCING ACTIVITIES             1,071,677         1,068,812          857,940 
 
(DECREASE) / INCREASE IN CASH                      5,803             1,547            (637) 
 
Cash and cash equivalents at beginning of          (348)             (348)              289 
the year 
 

(MORE TO FOLLOW) Dow Jones Newswires

October 17, 2018 06:06 ET (10:06 GMT)

DJ Milamber Ventures Plc Correction : Final Results -5-

CASH AND CASH EQUIVALENTS END OF YEAR              5,455             1,199            (348) 
 
 
The Group was formed during the year ended 31 March 2018 with the acquisition 
of Essential Learning Company Limited, and for this reason there are no Group 
comparative figures for the year ended 31 March 2017. 
 
The accounting policies and notes are an integral part of these financial 
statements. 
 
Notes to the Financial Statements for the year ended 31 March 2018 
 
1.STATUTORY INFORMATION 
 
Milamber Ventures PLC is a company domiciled in England and Wales, registration 
number 05667178. The registered office is 94-96 Wigmore Street, London, W1U 
3RF. 
 
2.COMPLIANCE WITH ACCOUNTING STANDARDS 
 
The accounts have been prepared in accordance with FRS 102 "The Financial 
Reporting Standard applicable in the UK and Republic of Ireland" and the 
Companies Act 2006. There were no material departures from that standard or the 
Companies Act 2006. 
 
3.ACCOUNTING POLICIES 
 
Basis of preparation of financial statements 
 
The financial statements have been prepared under the historical cost 
convention as modified by the recognition of certain investments at their 
deemed cost at the date of transition to FRS 102. 
 
The presentation and functional currency of the Company is pounds sterling, 
because that is the currency of the primary economic environment in which the 
Group operates.  Foreign operations are included in accordance with the 
policies set out below. 
 
Going concern - Group 
 
The Group incurred a loss for the year of GBP2,140,834 and had net current 
liabilities of GBP580,550 and a cash balance of GBP5,455. 
 
The Directors have prepared cash flow forecasts through to 30 September 2019 
which assumes that no additional funds will be raised and that income will be 
generated from new projects and no significant investment activity will be 
undertaken unless sufficient funding is in place to undertake the investment 
activity. 
 
Based on the above assumptions, the cash flow forecasts show that the Company 
has sufficient financial resources, at the time of approving the financial 
statements, to enable the Company to continue in existence for at least the 
next twelve months. 
 
For this reason, the Directors have formed a judgement at the time of approving 
the financial statements that the Company will have adequate funds to continue 
in operational existence for the foreseeable future and have continued to adopt 
the going concern basis in preparing the financial statements. 
 
Intangible assets 
 
Intangible assets are measured at cost less accumulated amortisation and any 
accumulated impairment losses. 
 
Project development costs are capitalised as an intangible asset only if all 
the following criteria are met: 
 
  * the asset can be identified; 
 
  * it is probable that the asset will generate future economic benefits; 
 
  * the expenses related to the project during its development can be measured 
    reliably. 
 
Capitalised development expenditure is amortised on achievement of the expected 
revenue, or on termination of the relevant project. 
 
Investments 
 
Investments comprise investments in unquoted equity instruments which are 
measured at cost less impairment or at the Directors' valuation of each 
investment. 
 
Debtors 
 
Short term debtors are measured at transaction price, less any impairment. 
Loans receivable are measured initially at fair value, net of transaction 
costs, and are measured subsequently at amortised cost using the effective 
interest method, less any impairment. 
 
Impairment of assets 
 
At each reporting date assets not carried at fair value are reviewed to 
determine whether there is any indication that those assets have suffered an 
impairment loss. If there is an indication of possible impairment, the 
recoverable amount of any affected asset is estimated and compared with its 
carrying amount. If estimated recoverable amount is lower, the carrying amount 
is reduced to its estimated recoverable amount, and an impairment loss is 
recognised immediately in profit or loss. 
 
If an impairment loss subsequently reverses, the carry amount of the asset is 
increased to the revised estimate of its recoverable amount, but not in excess 
of the amount that would have been determined had no impairment loss been 
recognised for the asset in prior years. A reversal of an impairment loss is 
recognised immediately in profit or loss. 
 
Cash and cash equivalents 
 
Cash and cash equivalents includes cash in hand, deposits held at call with 
banks, other short-term highly liquid investments with original maturities of 
three months or less and bank overdrafts. Bank overdrafts that are repayable on 
demand and form an integral part of an entity's cash management are included as 
a component of cash and cash equivalents. 
 
Creditors 
 
Short term trade creditors are measured at the transaction price. Other 
financial liabilities are measured initially at fair value, net of transaction 
costs, and are measured subsequently at amortised cost using the effective 
interest method. 
 
Turnover 
 
Revenue is measured at the fair value of the consideration received or 
receivable and represents the amount receivable for goods sold and services 
provided, net of value added tax and trade discounts. 
 
Taxation 
 
Taxation expense for the period comprises current and deferred tax recognised 
in the reporting period. 
 
Current income tax assets and/or liabilities comprise those obligations to, or 
claims from, fiscal authorities relating to the current or prior reporting 
period, that are unpaid at the balance sheet date. They are calculated 
according to the tax rates and tax laws applicable to the fiscal periods to 
which they relate, based on the taxable result for the year. All changes to 
current tax assets or liabilities are recognised as a component of tax expense 
in the income statement. 
 
Deferred income taxes are calculated using the liability method on temporary 
differences. This involves the comparison of the carrying amounts of assets and 
liabilities in the consolidated financial statements with their respective tax 
bases. However, deferred tax is not provided on the initial recognition of an 
asset or liability, unless the related transaction affects tax or accounting 
profit. In addition, tax losses available to be carried forward as well as 
other income tax credits to the Company are assessed for recognition as 
deferred tax assets. 
 
Deferred tax liabilities are always provided for in full. Deferred tax assets 
are recognised to the extent that it is probable that they will be able to be 
offset against future taxable income. Deferred tax assets and liabilities are 
calculated, without discounting, at tax rates that are expected to apply to 
their respective period of realisation, provided they are enacted or 
substantively enacted at the balance sheet date. 
 
Most changes in deferred tax assets or liabilities are recognised as a 
component of tax expense in the income statement. Only changes in deferred tax 
assets or liabilities that relate to a change in value of assets or liabilities 
that is charged directly to equity are charged or credited directly to equity. 
 
Share based payments 
 
The Company has applied the requirements of FRS 102 in respect of all share 
options. These share options are measured at fair value (excluding the effect 
of non-market based vesting conditions) at the date of the grant. The fair 
value determined at the grant date of the share-based payments is expensed on a 
straight-line basis over the vesting period, based on the estimate of the 
shares that will eventually vest and adjusted for the effect of non-market 
vesting conditions. Fair value is measured using the Black-Scholes model. 
 
Shares in issue 
 
The number of shares in issue is calculated net of shares held in treasury as 
further detailed in Note 17. 
 
Foreign Exchange 
 
The Group consolidates earnings from overseas operations at the average 
exchange rate for the relevant period as published by HMRC and consolidates 
foreign currency balances at a proprietary published mid-rate at the balance 
sheet date. 
 
Basis of consolidation 
 
The Group's consolidated financial statements incorporate the financial 
statements of Milamber Ventures plc (the "Company") and entities controlled by 
the Company (its subsidiaries). Subsidiaries are entities over which the Group 
has the power to govern the financial and operating policies generally 
accompanying a shareholding of more than one half of the voting rights.  The 
existence and effect of potential voting rights that are currently exercisable 
or convertible are considered when assessing whether the Group controls another 
entity. 
 
Subsidiaries are fully consolidated from the date on which control is 
transferred to the Group.  They are de-consolidated from the date that control 
ceases. 
 
Inter-company transactions, balances and unrealised gains on transactions 
between Group companies are eliminated.  Profits and losses resulting from 
inter-company transactions that are recognised in assets are also eliminated. 
Accounting policies of subsidiaries have been changed where necessary to ensure 
consistency with the policies adopted by the Group. 
 
Where necessary, adjustments are made to the financial statements of 
subsidiaries to bring the accounting policies used into line with those used by 
the Group. 
 
All intra-group transactions, balances, income and expenses are eliminated on 
consolidation. 
 
Significant estimates and assumptions 
 
In the application of the Company's accounting policies, which are described in 
this note 3, the Directors are required to make judgements, estimates and 
assumptions about the carrying amounts of assets and liabilities that are not 
readily apparent from other sources. The estimates and associated assumptions 
are based on historical experience and other factors that are considered to be 
relevant. Actual results may differ from these estimates.  The estimates and 
underlying assumptions are reviewed on an ongoing basis. Revisions to 

(MORE TO FOLLOW) Dow Jones Newswires

October 17, 2018 06:06 ET (10:06 GMT)

DJ Milamber Ventures Plc Correction : Final Results -6-

accounting estimates are recognised in the period. Judgements and estimates 
that may affect future periods are as follows: 
 
Fair value of investments 
 
The valuation of each holding has been made by the Directors using a sector 
appropriate EBITDA multiplier upon the individual company's fundamentals, with 
an up to 50% discount for illiquidity where appropriate.  Options are valued at 
their intrinsic value. Where the above cannot be established, valuation is 
measured as purchase cost.  Directors consider the amounts recoverable as the 
companies are actively trading. 
 
Carrying value of capitalised development costs 
 
Capitalised development expenditure is amortised upon the realisation of sales 
from the resulting products. 
 
4.TURNOVER 
 
During the year, the company acquired Essential Learning Company Limited and 
therefore now has two principal activities, comprising the provision of 
advisory and consultancy services and delivery of education.  The turnover and 
loss before taxation, having been solely attributable to the original principal 
activity of the Company in 2016-17, now arise from these two activities. 
Furthermore, turnover originating outside the UK via Milamber USA now accounts 
for a material share of the Group's turnover.  None of the Group's activities 
were discontinued during the current year or previous year. 
 
The total turnover of the Group was derived from the two principal activities 
and turnover arose within and outside the UK during the year as further set out 
below. 
 
Segmental Analysis       Advisory and       Education Services1         TOTAL 
                          Consulting 
 
Year Ended            31.03.18   31.03.17   31.03.18   31.03.17   31.03.18  31.03.17 
 
                          GBP          GBP         GBP          GBP          GBP          GBP 
 
Continuing             446,338    314,673   308,332       -       754,670    314,673 
Operations 
 
 
Note:  1.  From 20 December 2018 
 
Arising in the UK     Arising in the UK    Arising in the USA          TOTAL 
 
Year Ended            31.03.18  31.03.17   31.03.18   31.03.17   31.03.18  31.03.17 
 
                         GBP          GBP         GBP          GBP          GBP          GBP 
 
Continuing            718,205    314,673    36,465       -       754,670    314,673 
Operations 
 
5.STAFF COSTS 
 
Year Ended                                                 31.03.18             31.03.17 
 
                                                               GBP                    GBP 
 
Wages, salaries, and fees settled in year (see Note 6)      681,516              458,055 
 
The average monthly number of directors and staff during the year was as 
follows: 
 
                                                           31.03.18             31.03.17 
 
Number of directors, staff, and employees                     16                    5 
 
 
6.DIRECTORS' REMUNERATION 
 
Remuneration accrued for the Directors of the Company during the year (after 
restating amounts previously reported for the year to 31 March 2017) was as 
follows: 
 
Year Ended                                             2018               2017 
                                                                        Restated 
 
                                                        GBP                  GBP 
 
Emoluments Accrued in Year 
 
Andy Hasoon                                          100,000            100,000 
 
Christian Andrew                                     100,000            100,000 
 
Jason Velody                                         100,000            100,000 
 
Dapo Ladimeji (retired 27 February 2018)              13,750             15,000 
 
Anna Halpern-Lande (appointed 17 April 2017)          53,878               - 
 
Total                                                367,628            315,000 
 
The 2016-17 accounts show directors' remuneration totalling GBP458,055, a figure 
arrived at after adding back pay for the year 2015-16 that had not previously 
been disclosed.  The updated disclosures above for prior year directors' 
remuneration, totalling GBP315,000, reflect the actual amounts accrued for the 
2016-17 year, consistent with the current year accrual and in line with the 
Company's accounting policies. 
 
7.LOSS BEFORE TAX 
 
The loss before tax is stated after charging: 
 
Year Ended                                           31.03.18           31.03.17 
 
                                                        GBP                  GBP 
 
Auditors' Remuneration                                15,000             10,000 
 
Directors' Remuneration                              367,628            315,000 
 
8.TAXATION 
 
                                                    GROUP                    COMPANY 
 
Year Ended                                         31.03.18                  31.03.17 
 
                                                      GBP                         GBP 
 
Analysis of tax credit in the year: 
 
Current tax (see note below): 
 
UK Corporation tax credit on loss for the year        -                         - 
 
Deferred tax:                                         -                         - 
 
Origination and reversal of timing differences        -                         - 
 
Tax on loss on ordinary activities 
 
Loss on ordinary activities before tax           (2,140,834)                (311,228) 
 
Loss on ordinary activities multiplied by         (406,758)                  (62,246) 
standard rate of corporation tax in the UK of 
19% (2017: 20%) 
 
Effects of: 
 
-                                                     -             -           - 
 
Unutilised tax losses carried forward              469,004                    62,246 
 
Current tax credit for the year                       -                         - 
 
9.EARNINGS PER SHARE 
 
The basic earnings per share is calculated by dividing the loss attributable to 
ordinary shareholders by the weighted average number of ordinary shares in 
issue during the year. The diluted earnings per share is the same as the basic 
earnings per share as there are negative earnings in both 2017 and 2018 and 
consequently the effect of conversion of outstanding options would be 
anti-dilutive. 
 
                                              GROUP             COMPANY          COMPANY 
 
                                            YEAR ENDED        YEAR ENDED       YEAR ENDED 
 
                                            31.03.2018        31.03.2018       31.03.2017 
 
                                                GBP                  GBP                GBP 
 
Loss attributable to owners of the 
Company 
 
- Continuing and total operations, Group   (2,140,834)        (1,261,561)       (311,228) 
 
Weighted average number of shares for       7,148,884          7,148,884        4,651,436 
calculating basic and diluted earnings 
per share 
 
Basic and diluted loss per share 
 
- Continuing and total operations            (29.8)p            (17.5)p          (6.7)p 
 
10.INTANGIBLE ASSETS 
 
                                              GROUP             COMPANY          COMPANY 
 
                                            YEAR ENDED        YEAR ENDED       YEAR ENDED 
 
                                            31.03.2018        31.03.2018       31.03.2017 
 
                                                GBP                  GBP                GBP 
 
At 1 April                                  1,011,102          1,011,102         174,000 
 
Additions                                       -                  -             837,102 
 
Impairment                                  (265,379)          (265,379)            - 
 
At 31 March                                  745,723            745,723         1,011,102 
 
11.INVESTMENTS 
 
                                              GROUP             COMPANY          COMPANY 
 
                                            YEAR ENDED        YEAR ENDED       YEAR ENDED 
 
                                            31.03.2018        31.03.2018       31.03.2017 
 
                                                GBP                  GBP                GBP 
 
At 1 April                                   447,159            447,159          163,300 
 
Transfer to Investments in Subsidiary        (75,000)          (75,000) 
Undertakings 
 
Additions                                    105,000            105,000          283,859 
 
Revaluation to fair value                    573,399            573,399             - 
 
Impairment                                      -                  -                - 
 
At 31 March                                 1,050,558          1,050,558         447,159 
 
Unquoted investments at cost less            810,899            810,899          207,500 
impairment 
 
Options to acquire unquoted shares           239,659            239,659          239,659 
 
At 31 March                                 1,050,558          1,050,558         447,159 
 
Investments comprise investments in unquoted equity instruments. Acquisitions 
of shares were made by the Directors as an investment. These are all portfolio 
companies where Milamber is chaperoning and adding value. 
 
The Directors consider the amounts recoverable as the companies are actively 
trading. 
 
12.INVESTMENTS IN SUBSIDIARY UNDERTAKINGS 
 
                                                             COMPANY           COMPANY 
 
                                                           YEAR ENDED        YEAR ENDED 
 
                                                           31.03.2018        31.03.2017 
 
Fair value                                                      GBP                 GBP 
 
Balance at 01 April 2017                                        -                 - 
 
Transfer from investments                                    75,000 
 
Acquisitions in the year                                     30,000               - 
 
Total fair value carried forward                             105,000              - 
 
Consisting of:                                               105,000              - 

(MORE TO FOLLOW) Dow Jones Newswires

October 17, 2018 06:06 ET (10:06 GMT)

DJ Milamber Ventures Plc Correction : Final Results -7-

Equity investment in subsidiary 
undertakings 
 
The loans to subsidiaries accrue no interest and there is no set term for 
repayment.  As such they have been classified as non-current assets.  The 
Directors consider the carrying amount of non-current receivables approximates 
to their fair value.  Subsidiary undertakings at 31 March 2018 were as follows: 
 
Company Name                Registered  Nature of business Class of shares  Profit / 
                            Office                         held             (loss) for 
                                                                            the year (GBP) 
 
Essential Learning Company  UK          Training delivery  Ordinary             (644,987) 
Ltd 
Acquired 20 December 2017 
 
Primus Education and        UK          Holding company    Ordinary                46,815 
Training Ltd 
Acquired 20 December 2017 
 
Milamber-USA, LLC           USA         Consultancy        Common                 (7,623) 
Wholly owned throughout 
year 
 
All of the subsidiary undertakings are operating companies, and all were 100% 
owned by the Company at 31 March 2018. 
 
Primus Education and Training Ltd is exempt from audit by parent guarantee. 
 
13.FIXED ASSETS 
 
                                              GROUP             COMPANY          COMPANY 
 
                                            YEAR ENDED        YEAR ENDED       YEAR ENDED 
 
                                            31.03.2018        31.03.2018       31.03.2017 
 
                                                GBP                  GBP                GBP 
 
Cost: 
 
At 1 April                                      -                  -                - 
 
Acquired in year 
 
  * Furniture and Fittings                    80,628               -                - 
 
  * Leasehold Improvements                    13,664               -                - 
 
Total Cost acquired in year                   94,292 
 
At 31 March                                   94,292               -                - 
 
                                                -                  -                - 
 
Accumulated Depreciation: 
 
At 1 April                                      -                  -                - 
 
Acquired in year 
 
  * Furniture and Fittings                    58,687 
 
  * Leasehold Improvements                    12,183 
 
Total Depreciation acquired in year           70,870               -                - 
 
Depreciation charged in year                                       -                - 
 
  * Furniture and Fittings                    5,485                -                - 
 
  * Leasehold Improvements                    1,367                -                - 
 
Total depreciation charged in year            6,852                -                - 
 
At 31 March                                   77,722               -                - 
 
Net Book Value: 
 
At 1 April                                      -                  -                - 
 
  * Furniture and Fittings at 31 March        16,456 
 
  * Leasehold Improvements at 31 March         114 
 
Total at 31 March                             16,570               -                - 
 
14.TRADE AND OTHER DEBTORS 
 
                                              GROUP             COMPANY          COMPANY 
 
                                            YEAR ENDED        YEAR ENDED       YEAR ENDED 
 
                                            31.03.2018        31.03.2018       31.03.2017 
 
                                                GBP                  GBP                GBP 
 
Trade Debtors                                166,658            74,559            8,090 
 
Other Debtors                                207,582            157,150          24,477 
 
Intercompany debtors - Milamber USA             -                  -             37,349 
 
VAT receivable                                  -                  -             41,426 
 
Total                                        374,240            231,709          111,342 
 
15.CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR 
 
                                              GROUP             COMPANY          COMPANY 
 
                                            YEAR ENDED        YEAR ENDED       YEAR ENDED 
 
                                            31.03.2018        31.03.2018       31.03.2017 
 
                                                GBP                  GBP                GBP 
 
Trade Creditors                              163,345            96,117           128,721 
 
VAT Payable                                   16,105              513               - 
 
Other Creditors                              684,823            16,257           22,984 
 
Accrued Expenses                              95,972            31,611           51,343 
 
Total                                        960,245            144,497          203,048 
 
16.CREDITORS: AMOUNT FALLING DUE AFTER MORE THAN ONE YEAR 
 
                                              GROUP             COMPANY          COMPANY 
 
                                            YEAR ENDED        YEAR ENDED       YEAR ENDED 
 
                                            31.03.2018        31.03.2018       31.03.2017 
 
                                                GBP                  GBP                GBP 
 
Other creditors                             1,782,033          1,779,168         819,495 
 
Other creditors consist of cash and services provided by the Milamber team 
themselves and Milamber Ambassadors. 
 
17.SHARE CAPITAL 
 
                                            Number of shares          Share capital 
 
                                          Deferred    Ordinary    Deferred    Ordinary 
 
     Nominal value                               24p     1p           GBP           GBP 
 
     Allotted, called up and fully paid 
 
     At 31 March 2017: 
 
     Ordinary shares of 1p 
 
       * In issue                            610,526  6,159,600*     146,526      61,596 
 
       * Less: held in treasury                    -   (505,556)           -     (5,055) 
 
       * Net shares in issue                 610,526  5,654,044*     146,526      56,541 
 
     Issues and sales of shares (see               -   3,974,516           -      39,745 
     details below) 
 
     Of which: shares sold from treasury           -     516,341           -       5,163 
 
     At 31 March 2018: 
 
       * Adjusted shares in issue            610,526   9,628,560     146,526      96,286 
 
       * Less: treasury shortfall                  -    (10,785)           -       (108) 
 
       * In issue                            610,526   9,617,775   146,526        96,178 
 
*Note: includes 250,000 shares in consideration for purchase of 10% of 
Essential Learning on 1 March 2017, issued on 17 May 2017 
 
  * On 8 May 2017, the Company issued 593,661 shares at 16p each in settlement 
    for services. 
 
  * On 17 May 2017, the Company issued 156,250 shares at 16p each for the 
    purchase of 5% of Essential Learning Company Limited, and 250,000 shares at 
    20p each for the purchase of 10% of Essential Learning Company Limited 
    (included in the share total as at 31 March 2017, as noted above). 
 
  * On 5 July 2017 the Company issued 500,000 shares at 7p each for cash. 
 
  * On 29 November 2017, the Company announced the issue of 435,323 shares at 
    an average price of 11.7p each in settlement for services valued at GBP 
    50,884, and the net issue (including the sale of 516,341 Treasury shares) 
    of 689,282 shares at an average price of 10.8p each for cash, for a total 
    of GBP74,139. 
 
  * On 25 January 2018, the Company issued 250,000 shares at 12p each to 
    Goldvista Properties Limited as part consideration for the purchase of 
    Essential Learning Company Limited, as originally announced on 29 December 
    2017. 
 
  * On 28 February 2018, the Company issued 1,000,000 shares at 10.5p each in 
    consideration for the purchase of Vocademia London Limited. 
 
  * On 28 February 2018, the Company issued 350,000 shares at 16p each in 
    settlement for services. 
 
18.SHARE OPTIONS 
 
Options have been granted to subscribe for ordinary shares of 1p in the Company 
as follows: 
 
                                                                     2017          2017 
 
                                                           No. of options        No. of 
                                                                                options 
 
                     Opening balance                               30,800        30,800 
 
                   Granted in the year                                  -             - 
 
                    Lapsed in the year                                  -             - 
 
                     Closing balance                               30,800        30,800 
 
 
 
Details in relation to options outstanding at the balance sheet date are as 
follows 
: 
 
                                                                               Exercise 
  Date of grant                Exercise period                     Number         price 
                                                                              per share 
 
21 April 2008      Between 26 July 2009 and 30 March 2019          30,800          125p 
 
 
The fair values of options granted have been calculated using the Black-Scholes 
option pricing model. 
There was no charge in the year in respect of share based payments, (2017: GBP 
Nil) 
 
19.RELATED PARTY TRANSACTIONS 
 
Andy Hasoon is a director of Mintsage Limited and Milamber Investments Limited, 
which companies were party to transactions with the Company as follows: 
 
                                                                    2018           2017 
 
                                                                       GBP              GBP 
 
       Invoiced to the Company by Mintsage Limited: 
 
In respect of the services of Andy Hasoon until June 2017         25,000        125,000 
 

(MORE TO FOLLOW) Dow Jones Newswires

October 17, 2018 06:06 ET (10:06 GMT)

DJ Milamber Ventures Plc Correction : Final Results -8-

          In respect of expenses of Andy Hasoon                        -          1,621 
 
  Owed by the Company to Mintsage Limited at the balance          25,000        136,625 
                        sheet date 
 
Receivable from Mintsage Limited at the balance sheet date             ,              - 
 
    The amount disclosed as owed to Mintsage is a long-term liability repayable on 
                        a rolling one year plus one-day basis. 
 
Christian Andrew is a director of Decibel Industries Limited and Armstrong 
MacTavish Limited, which company was party to transactions with the Company as 
follows: 
 
                                                                    2018           2017 
 
                                                                       GBP              GBP 
 
  Invoiced to the Company by Decibel Industries Limited: 
 
      In respect of the services of Christian Andrew             100,000        100,000 
 
        In respect of expenses of Christian Andrew                32,895         28,163 
 
    Owed by the Company to Decibel Industries Limited            350,196        225,163 
and Armstrong MacTavish Limited at the balance sheet date 
 
Receivable from Decibel Industries Limited at the balance              -              - 
                        sheet date 
 
The amount disclosed as owed to Decibel Industries is a long-term liability 
repayable on a rolling one year plus one-day basis. 
 
Dapo Ladimeji is a director of Ladimeji & Co, which company was party to 
transactions with the Company as follows: 
 
                                                                      2018         2017 
 
                                                                         GBP            GBP 
 
          Invoiced to the Company by Ladimeji & Co: 
 
         In respect of the services of Dapo Ladimeji                13,750       15,000 
 
           In respect of expenses of Dapo Ladimeji                       -            - 
 
Owed by the Company to Ladimeji & Co at the balance sheet date      43,750       30,000 
 
   Receivable from Ladimeji & Co at the balance sheet date               -            - 
 
 
The amount disclosed as owed to Ladimeji & Co is a long-term liability 
repayable on a rolling one year plus one-day basis. 
 
20.POST BALANCE SHEET EVENTS 
 
On 26 July 2018 Milamber announced Heads of Terms for the acquisition of 
Orchard Rock Limited ("Orchard Rock"). The Company identified Orchard Rock as 
its next acquisition target as it delivers profitable "must have" training 
solutions, many of which need recertification every year as part of Continual 
Professional Development programmes. Therefore, it will deliver to the Group a 
customer base with long-term, multi-year customer engagement contracts which 
add significant long-term revenue and profit visibility to the Group. 
 
Established in 2005, Orchard Rock is a leader in the UK health and social care 
training market.  Any acquisition of Orchard Rock will be subject to third 
party equity funding, final due diligence, approval of the Board of Milamber 
and signature of a binding share purchase agreement.  In order to allow 
Milamber to complete the work required to move to a successful transaction, 
Milamber and Orchard Rock have agreed a period of exclusivity. 
 
Milamber will pay up to GBP1.9 million in cash and shares for Orchard Rock.  An 
initial payment of GBP800,000 in cash will be made by Milamber on closing, 
subject to completion of a capital markets fund raise which is currently under 
way. A further payment of GBP200,000 will be made on completion of management 
handover and one quarter's financial reporting along with the potential 
arrangement of new debt facilities to position Orchard Rock for growth. 
 
Milamber will also settle up to GBP900,000 in Milamber ordinary shares at 9 pence 
per share, to the current owners of Orchard Rock, determined quarterly on the 
achievement of certain EBITDA milestones. 
 
In the twelve months to April 2018, Orchard Rock's records showed revenue of GBP 
980,000 and EBITDA of GBP374,000, with significant year-on-year growth. 
 
As part of the proposed agreement, Milamber will also acquire 15% of 
'YourHippo', a digital learning business co-owned by Orchard Rock's management 
team, with services which address current demand for online training.  Milamber 
and YourHippo's owners have agreed in principle that Milamber issue a further GBP 
100,000 in Milamber ordinary shares in respect of this holding. 
 
21.CONTROLLING PARTY 
 
There was no single ultimate controlling party at either the current or 
preceding balance sheet date. 
 
 
 
END 
 

(END) Dow Jones Newswires

October 17, 2018 06:06 ET (10:06 GMT)