General Capital (GEN:NZ) releases March 2019 Annual Report

General Capital Limited
Level 7, 12-26 Swanson Street,
PO Box 1314, Shortland Street,
Auckland, New Zealand. 1140.
Phone +64 9 304 0145
Fax +64 9 358 3858



General Capital (GEN:NZ) releases March 2019 Annual Report

General Capital Limited, the listed financial services group, has released its Annual Report for the year
ended 31 March 2019.

On behalf of the Board of Directors
Brent King
Managing Director

29 July 2019


For further information contact:

Brent King
Managing Director
General Capital Limited
+64 21 632 660
Brent.King@gencap.co.nz

---

General Capital Limited (previously Mykco Limited)
Annual Report
For the year ended 31 March 2019



Contents


Directors’ Profiles 2-3

Directors’ Report 4-8

Corporate Governance Statement 9-18

Independent Auditors’ Report 19-25

Consolidated Financial Statements:

Consolidated Statement of Comprehensive Income 26

Consolidated Statement of Financial Position 27

Consolidated Statement of Changes in Equity 28

Consolidated Statement of Cash Flows 29

Notes to the Consolidated Financial Statements 30-68

Shareholder and Statutory Information 69-75

Corporate Directory 76














1

Directors’ Profiles


REWI HAMID BUGO B.Sc., M.Com.
Non-Executive Chairman
Rewi Hamid Bugo has been a Non-executive Director of General Capital
Limited (formerly Mykco Limited) since 13 June 2017 and was elected
Chairman of the Board of Directors following the acquisition of Corporate
Holdings Limited in August 2018. Mr Bugo is a graduate of the University of
Canterbury, Christchurch, where he obtained a Bachelor of Science in
Management Science and a Master of Commerce in Business Administration.
He has business experience in several sectors including oil and gas, property
development, insurance broking and travel and tourism.

Mr Bugo sits on the Board of several private companies in Malaysia and New Zealand and is Vice Chairman of
the Sarawak Chapter of the Malaysia New Zealand Chamber of Commerce.



BRENT DOUGLAS KING, BCom, CA, CMA, RFA
Managing Director

Brent Douglas King has been the Managing Director of General Capital
Limited (formerly Mykco Limited) and its subsidiaries since 3 August 2018.
Prior to that date, Mr King was a non-executive Director since 30 September
2011. He was also the founder and Managing Director of the Dorchester
Group of Companies for seventeen (17) years until he resigned in 2005. He
holds a number of public and private directorships. He has more than twenty-
five (25) years’ experience in financial, investment banking, underwriting,
capital raising and accounting areas and has assisted a number of public and
private companies.




HUEI MIN LIM, LLB (Hons), MNZM, MInstD
Non-executive Independent Director

Huei Min Lim (also known as Lyn Lim) is a Non-Executive Director of General
Capital Limited (formerly Mykco Limited) and has been since 21 December
2011. She is a director of NZX Listed Restaurant Brands New Zealand Limited
and is on the Boards of the AUT University (as a Council Member), the
Auckland Regional Amenities Funding Board and various private companies.
She was formerly on the board of ASB Community Trust Limited and
Foundation North.

Lyn is a founding partner of Forest Harrison, a legal firm that she started in 2006 after being a partner of a
national legal firm for 9 years. Lyn specialises in corporate and governance issues, particularly in dispute
resolution areas.

2

Directors’ Profiles (Continued)



GRAEME IAIN BROWN BCom
Non-executive Independent Director
Graeme is a graduate of the University of Otago where he obtained a Bachelor
of Commerce. He has over 20 years’ experience in the Malaysian plantation
industry. He has been the Managing Director of Keresa Plantations Sdn. Bhd.
since 1997. Keresa Plantations is one of just a few RSP0 certified plantations in
Sarawak. Graeme also founded Keresa Mill Sdn. Bhd. in 2005, which has been a
pioneer in the successful implementation of advanced milling technologies for
FFB processing. Graeme was also a co-founder in 2007 and joint Chief Executive
Officer of Asian Plantations Limited, which was sold to a Malaysian corporation
for RM1.2 billion in 2015.
Graeme has been an Executive Director of Sarawakiana Realty Sdn. Bhd., a
property company, since 1996, and Malesiana Tropicals Sdn. Bhd., a tissue culture company, since 2000 as well
as being a Director of several private companies, including Rajang Wood Sdn. Bhd., a plantation holding
company, since 1996.




SIMON JOHN MCARLEY LLB(Hons)
Non-executive Independent Director
Simon graduated from Victoria University, Wellington in 1984 with an LLB
(Hons). Simon is a lawyer by training who specialises in corporate governance
and risk.
After almost 20 years in private practice with Kensington Swan, specialising in
banking and securities law, Simon took up regulatory positions with NZX as
acting Head of Regulation and the (then) Securities Commission as acting
Director Primary Markets. Simon went on to join the Serious Fraud Office
(SFO) as General Manager Capital Markets and Corporate Fraud in 2011 where
he had responsibility for the successful investigation and prosecution of finance sector fraud uncovered by the
GFC. After 12 months as acting Director of the SFO, Simon left the SFO in late 2013 and has since been
consulting with government and private sector entities on governance and risk management issues. Simon has
also held governance positions with commercial and not for profit entities.
Simon is a Chartered member of the Institute of Directors and a member of the New Zealand Law Society,
Simon is also a keen sailor and has extensive coastal and blue water experience.




3

Directors’ Report

The Year to 31 March 2019 was a very active year for General Capital Limited (formerly Mykco Limited).

We have had an extremely busy last 18 months. It has been very positive for shareholders and prospects for
the future look exciting.

We deal with the position in three separate areas.

1.0 Recent History: the strategic decisions taken including the structural achievements;
2.0 The Accounts to 31 March 2019; and
3.0 The Outlook: including plans and expectations.

1.0 Recent History

We had advised shareholders that we were searching for a new investment and that we had found one that
met our objectives of a business that was cash flow positive, profitable and had strong prospects.

At the time of the last Annual Report, Mykco Limited held a conditional agreement to purchase all of the
shares in Corporate Holdings Limited that we did not already own.

The steps completed since that time are as follows:


• 3 August 2018 - Mykco Limited settled the purchase of Corporate Holdings Limited the parent
company of General Finance Limited and Investment Research Group Limited.
• 3 August 2018 - Mykco Limited changed its name to General Capital Limited (“GCL” or “General
Capital”).
• 12 October 2018 - Mr. Rewi Bugo was appointed as Chairman of the Board of Directors of General
Capital.
• 15 October 2018 – General Capital Announced capital raising plan including:
➢ Placement of 26.0m shares at 6.75cps (NB: actual placements were 27.5m shares in Dec 19);
➢ A Share Purchase Plan for shareholders of up to $15,000 per shareholder; and
➢ Issuance of two classes of warrants to eligible shareholders.
• 29 October 2018 - General Capital announced that its wholly owned subsidiary General Finance Ltd
had uploaded the 30 September 2018 quarterly report to the Disclose Register.
• 30 October 2018 - Amendments to the Director and staff warrants announced.
• 9 November 2018 - General Capital announces the details of the Share Purchase Plan.
• 29 November 2018 - General Capital Special Meeting held to consider resolutions for the approval of
warrant issues and placements. Results: all resolutions passed.
• 3 December 2018 - Warrant issues announced.
• 5 December 2018 - Warrants quoted on the NZAX, with a commencement of trading date of 11
December 2018.
• 17 December 2018 - Interim Report released
• 27 December 2018 - Update released showing $1,856,400 of additional capital has been raised in
placements, and $162,200 in the share purchase plan.
• 30 January 2019 - General Capital announced that its wholly owned subsidiary General Finance Ltd
had uploaded the 31 December 2018 quarterly report to the Disclose Register.
• 1

May 2019 - General Capital announced that its wholly owned subsidiary General Finance Ltd had
uploaded the 31 March 2019 quarterly report to the Disclose Register.
• 14 June 2019 - General Capital releases a very strong first Annual result.

4

Directors’ Report (Continued)

• 17

June 2019 - General Capital Announces migration to the Main Board.
• 18 June 2019 - General Capital Announces the appointment of Jonathan Clark as Group CFO.
• 25 June 2019 - Announces the allocation of Warrants to Directors and Senior Managers.


The Directors and Management have worked hard to get the group into a position where it has a trading
business with strong growth potential.

Group Structure
























Group Companies

General Capital Limited

➢ This is the parent company whose share are listed on NZSX from 1 July 2019

Corporate Holdings Limited

➢ This is the Holding company which was purchased by Mykco in August 2018. It had previously
purchased General Finance Ltd and Investment Research Ltd in December 2017.

General Finance Limited

➢ This is the main operating entity of the Group.
➢ It is a licensed Non-bank Deposit Taker.
➢ It receives deposits from the public and lends these funds to borrowers who give Residential property
as security.
➢ General Finance secures it loans by way of registered mortgages.
Corporate Holdings Limited
General Finance Limited
Investment Research Group
Limited
General Capital Limited
(formerly Mykco Limited)
5

Directors’ Report (Continued)

➢ The key advantage for General Finance is that it can raise funds directly from the public, rather than
relying on funding from banks or other institutions.
➢ General Finance has a significant opportunity to grow its business.
Investment Research Group Limited (IRG)

➢ This company is an advisory business which earns income from advising on Investment Banking
Transactions including Listings on NZX and on USX.
➢ It also owns and publishes the popular IRG Yearbook now in its 44
th
Edition.
➢ There is a consistent demand for companies wishing to list their shares to gain liquidity and to gain
access to capital markets.

2.0 The 31 March 2019 Results and Consolidated Financial Statements

It is important to understand the accounting standards used to prepare the consolidated financial statements.

The fundamental is the accounting treatment that applies when a small company (often a shell) issues shares
to buy a company significantly larger than the small company (a “reverse listing” or “reverse acquisition”
transaction).

In a conventional business acquisition, the net assets of the acquired business would be consolidated with the
legal acquirer’s consolidated financial statements from the acquisition date. Had this treatment been applied
in General Capital Limited’s financial statements, the balance sheet growth would have looked similar to the
below graph (figure 1).



8,753
15,155
23,908
954
127
1,081
-
2,500
5,000
7,500
10,000
12,500
15,000
17,500
20,000
22,500
25,000
Equity ($000)Total Liabilities ($000)Total Assets ($000)
Figure 1: Balance Sheet Growth -GCL 31 Mar 2019 vs Mykco
Limited 31 Mar 2018
GCL - 31 March 2019Mykco - 31 March 2018
31March 2019 figures based on audited financial statements of General Capital Limited (GCL). 31 March 2018 figures based on the
31 March 2018 audited financial statements of Mykco Limited. The 31 March 2018 comparative numbers in the General Capital
Limited 31 March 2019 financial statements are the Corporate Holdings Limited group. Refer to the notes to the financial
statements for further details.
6

Directors’ Report (Continued)

The accounting standards that apply to reverse acquisitions assume the large company is the reporting entity.
The result is that the comparative figures are those of the large company (i.e. the Corporate Holdings Limited
Group) for last year not the small company’s (i.e. Mykco Limited) numbers.

This concept takes time to understand.

Unfortunately, we do not make the accounting rules. More details are set out in the notes the financial
statements.

The key factors for the 31 March 2019 accounts are:

• Total assets grew by 46%

• We wrote off expenses relating to the listing of $509,207

• We completed a listing on USX of Sports & Education Corporation Ltd

• We had a profitable 2
nd
6 months

• We hold significant cash.

• We have met all regulatory obligations

• Our shareholders have supported us with significant investment in new capital

We are proud of the growth that has been achieved in our subsidiary, General Finance Limited, since it was
purchased in December 2017. The below graph (figure 2) illustrates this further.



All aspects of the group have shown significant improvement.
12,896
13,156
13,510
12,694
14,460
17,246
20,157
9,612
10,179
10,144
9,338
11,068
12,231
15,066
3,284
2,977
3,366
3,356
3,392
5,015
5,091
-
2,500
5,000
7,500
10,000
12,500
15,000
17,500
20,000
Sep-17Dec-17Mar-18Jun-18Sep-18Dec-18Mar-19
Growth in General Finance Limited (Subsidiary)
Total Assets ($000)Total Liabilities ($000)Equity ($000)
GeneralFinance Limited is a Non-bank Deposit Taker that was purchased by Corporate Holdings Limited on 19
December 2017. The 31March 2019 and 31 March 2018 figures have been extracted from the 31 March 2019 audited
financial statements of General Finance Limited. Other quarterly figures have been extracted from General Finance
Limited's management accounts.
7

Directors’ Report (Continued)

3.0 The Outlook

Plans and Expectations.

Now that we have established a significant base and infrastructure our focus is on growth.

Plan for the financial year to 31 March 2020:

➢ Increase total assets for the group to $50m
➢ Increase total deposits to $38m
➢ Increase Capital to $12m
➢ Achieve a NPBT of $300k for the year
➢ To consider an acquisition in the 2
nd
6 months of the financial year.

Summary

This has been a strong year for General Capital Ltd.

Your Board of Directors is very keen to build on this in the current financial year.


Thanks

Shareholders have had a long wait for the company to build to this size. We thank them for their patience.

To the new shareholders who have invested to help us grow, we thank you for your support.

The Directors of General Finance and General Capital and the management and staff of the Group thank you
for your determination and contribution.

We look forward to seeing all stake holders at our Annual Meeting.











Rewi Hamid Bugo Brent Douglas King
Chairman Managing Director
8

Corporate Governance Statement

The Board of Directors (“Board”) and management of General Capital Limited (Formerly named Mykco Limited, “the
Company”) are committed to ensuring that the Company adheres to best practice governance principles and maintains
the highest ethical standards. The Board regularly reviews and assesses the Company’s governance structures to ensure
that they are consistent, both in form and in substance, with best practice.

The Company was listed on the NZAX up to 30 June 2019 and migrated to the NZX main board on 1 July 2019. The Board
framework and governance practices for the year ended 31 March 2019 were compliant with the requirements of the
NZAX rules.

The Board is currently updating the framework to be in line with the recommendations in the NZX Corporate Governance
Code released in 2019 (NZX Code). In this regard, there are several items which the Company is progressing to ensure
compliance with the NZX Code. The information in this report is current as at the date of this report and has been
approved by the Board. Once finalised and formalised, the policy documents will be able to be found in a new corporate
governance section of the company’s website: www.gencap.co.nz

The NZX Corporate Governance Code can be found on the NZX Website at: www.nzx.com/regulation/nzx-rules-
guidance/corporate-governance-code.

The Governance Code contains eight (8) principles and various recommendations for each principle. The Board has
reported on the Company’s compliance with each of the recommendations which are included below.

Principal 1 – Code of Ethical Behaviour
"Directors should set high standards of ethical behaviour, model this behaviour and hold management accountable for
these standards being followed throughout the organisation."

RECOMMENDATION 1.1
The board should document minimum standards of ethical behaviour to which the issuer’s directors and employees
are expected to adhere (a code of ethics).

The code of ethics and where to find it should be communicated to the issuer’s employees. Training should be
provided regularly. The standards may be contained in a single policy document or more than one policy.

The code of ethics should outline internal reporting procedures for any breach of ethics, and describe the issuer’s
expectations about behaviour, namely that every director and employee:
(a) acts honestly and with personal integrity in all actions;
(b) declares conflicts of interest and proactively advises of any potential conflicts;
(c) undertakes proper receipt and use of corporate information, assets and property;
(d) in the case of directors, gives proper attention to the matters before them;
(e) acts honestly and in the best interests of the issuer, shareholders and stakeholders and as required by law;
(f) adheres to any procedures around giving and receiving gifts (for example, where gifts are given that are of value in
order to influence employees and directors, such gifts should not be accepted);
(g) adheres to any procedures about whistle blowing (for example, where actions of a whistle blower have complied
with the issuer’s procedures, an issuer should protect and support them, whether or not action is taken); and
(h) manages breaches of the code

Compliance with recommendation during the year ended 31 March 2019:
The Board has a strong belief that ethical behaviour is paramount to good corporate governance and underpins the
reputation of the Company. As such, the ethical principles that were applied by the board (and required of Management
and employees) were in line with the recommendations above.

The Group’s code of ethics is currently being reviewed for the Company and its subsidiaries. Once the code has been
reviewed and updated it will be published on the Company’s website. Employees will be required to read the code of
ethics, and training will be provided regularly. The updated code of ethics is expected to comply with the
recommendation in full.




9

Corporate Governance Statement (Continued)

RECOMMENDATION 1.2
An issuer should have a financial product dealing policy which extends to employees and directors.

Compliance with recommendation during the year ended 31 March 2019:
The Board had a securities trading policy in place for employees and directors during the year. This policy requires prior
Board approval of all transactions in General Capital Limited quoted securities and other restricted securities. The
securities trading policy is currently under review and once it is finalised it will be published on the Company’s website.

PRINCIPLE 2 – Board Composition & Performance
“To ensure an effective board, there should be a balance of independence, skills, knowledge, experience and
perspectives.”

Board Composition
Board members who have a wide range of business, technical and financial background lead the Company. The Board is
responsible and accountable to shareholders and other stakeholders for the Company’s performance and its compliance
with applicable laws and standards.

The Board of Directors currently comprises five (5) directors, four (4) of which are Non-executive Directors (Rewi Hamid
Bugo (Chairman), Huei Min Lim, Graeme Iain Brown and Simon John McArley) and one (1) Executive Director (Brent
Douglas King).

Huei Min Lim, Graeme Iain Brown and Simon John McArley are independent directors of the Company.

By virtue of being a significant product holder, Rewi Hamid Bugo has not been identified as an independent director of
the Company.

Refer to the Directors’ Profiles section of this Annual Report for further details.

Board Meetings

The Company’s Board meetings are conducted in accordance with proper process. This enables the Board to peruse any
board papers and review any issues to be deliberated at the Board meeting to enable Directors to make informed
decisions.

A total of 8 (eight) Board Meetings were held during the financial year under review. Board attendance has been
recorded as follows:

Board Members Meetings Attended
Rewi Hamid Bugo (Chairman)
1

6
Brent Douglas King
1
6
Huei Min Lim 8
Graeme Iain Brown 8
Simon John McArley 8

1
Brent Douglas King and Rewi Hamid Bugo were conflicted and unable to participate in two of the Board meetings held
during the year.

The Board also met whenever necessary to deal with specific matters needing attention between scheduled meetings.

The gender balance of the Group’s Directors and officers was as follows:


as at 31 March 2019 as at 31 March 2018

Directors Officers* Directors Officers*
Female 1 0 1 0
Male 4 1 4 0
Total 5 1 5 0
*Officers excludes any directors of the Company.
10

Corporate Governance Statement (Continued)


RECOMMENDATION 2.1
The board of an issuer should operate under a written charter which sets out the roles and responsibilities of the
board. The board charter should clearly distinguish and disclose the respective roles and responsibilities of the board
and management.

Compliance with recommendation during the year ended 31 March 2019:

The roles and responsibilities of the Board and Management are clearly defined in the Company’s Corporate Governance
Code.

The Group’s Corporate Governance Code is currently being reviewed for the Company and its subsidiaries. Once the
Corporate Governance Code has been reviewed and updated it will be published on the Company’s website. The updated
Corporate Governance Code is expected to comply with the recommendation.


RECOMMENDATION 2.2
Every issuer should have a procedure for the nomination and appointment of directors to the board.

Compliance with recommendation during the year ended 31 March 2019:

There were no new directors appointed during the year (other than those re-elected at the Annual Meeting). The Board
follows the requirements of the NZAX and NZX Main Board Rules as well as the commentary in the NZX Corporate
Governance Code when selecting new directors.

The Company’s Governance documents are currently being reviewed and updated. These documents are expected to
comply with the recommendation and once they have been finalised, they will be published on the Company’s website.

RECOMMENDATION 2.3
An issuer should enter into written agreements with each newly appointed director establishing the terms of their
appointment.

Compliance with recommendation during the year ended 31 March 2019:

There were no new directors appointed during the year (other than those re-elected at the Annual Meeting). The
Company intends to comply with this requirement for future newly appointed directors.

The Company’s Corporate Governance Code is currently being updated and is expected to include a requirement for
written agreements with newly appointed directors in line with the recommendation. Once the Corporate Governance
Code has been finalised, it will be published on the Company’s website.

RECOMMENDATION 2.4
Every issuer should disclose information about each director in its annual report or on its website, including a profile
of experience, length of service, independence and ownership interests and director attendance at board meetings.

Compliance with recommendation during the year ended 31 March 2019:
All of the information detailed in the recommendation is included in the Annual Report and can be found in the Directors
Profiles, Corporate Governance Statement and Shareholder and Statutory Information sections.


RECOMMENDATION 2.5
An issuer should have a written diversity policy which includes requirements for the board or a relevant committee of
the board to set measurable objectives for achieving diversity (which, at a minimum, should address gender diversity)
and to assess annually both the objectives and the entity’s progress in achieving them. The issuer should disclose the
policy or a summary of it.



11

Corporate Governance Statement (Continued)


Compliance with recommendation during the year ended 31 March 2019:
Despite not having a formal written diversity policy in place during the year, the Board recognises the wide-ranging
benefits that diversity brings to an organisation.

The gender composition of the Company’s directors and officers is included above.

The Company’s Corporate Governance Code is currently being updated and is expected to include the Company’s
diversity policy. Once the Corporate Governance Code has been finalised it will be published on the Company’s website.

RECOMMENDATION 2.6
Directors should undertake appropriate training to remain current on how to best perform their duties as directors of
an issuer.

Compliance with recommendation during the year ended 31 March 2019:
The Company’s Board understand their obligations as Directors of a publicly listed Company and undertake training when
necessary to remain current on how to best perform their duties.

RECOMMENDATION 2.7
The board should have a procedure to regularly assess director, board and committee performance.

Compliance with recommendation during the year ended 31 March 2019:
Director and Board performance is considered crucial to the success of the Company and its subsidiaries. The Board
regularly reviews its performance and the performance of its members. This includes an assessment of whether the
composition of the board is adequate and whether any training is needed for Directors.

The Company’s Corporate Governance Code is currently being updated and is expected to include policies and
procedures on the assessment of director, board and committee performance. Once the Corporate Governance Code has
been finalised it will be published on the Company’s website.

RECOMMENDATION 2.8
A majority of the board should be independent directors.

Compliance with recommendation during the year ended 31 March 2019:
As detailed in the Board Composition section above, 3 of the 5 Directors have been identified as Independent Directors
of the Company. Of the 2 remaining directors, 1 is a Non-executive Director.

The Board consider that the current composition of the Board during the year was satisfactory to make decisions in the
best interests of the Entity and its shareholders. In addition to this, Non-executive directors periodically confer without
executive directors or other senior executives present. Any directors who are conflicted on certain matters are unable to
participate in the decisions made in relation to those matters.

RECOMMENDATION 2.9
An issuer should have an independent chair of the board. If the chair is not independent, the chair and CEO should be
different people.

Compliance with recommendation during the year ended 31 March 2019:
Rewi Hamid Bugo was appointed as Chairman following Brent Douglas King’s appointment as Managing Director of the
Group in August 2018. Between 1 April 2018 and that date, Mr King was Chairman and there were no Executive Directors
in the Company. By virtue of being a significant product holder, Mr Bugo is not an independent director of the Company.

Principle 3 – Board Committees
“The board should use committees where this will enhance its effectiveness in key areas, while still retaining board
responsibility.”

12

Corporate Governance Statement (Continued)


Recommendation 3.1
An issuer’s audit committee should operate under a written charter. Membership on the audit committee should be
majority independent and comprise solely of non-executive directors of the issuer. The chair of the audit committee
should be an independent director and not the chair of the board.

Compliance with recommendation during the year ended 31 March 2019:
The Audit committee responsibilities have been dealt with by the full Board during the year ended 31 March 2019, as
General Capital Limited was listed on the NZAX during that period.

In September 2018, Simon McArley was appointed as Chair of the Audit Committee.

The audit committee responsibilities include the following:
1. Ensuring that processes are in place and monitoring those processes so that the board is properly and regularly
informed and updated on corporate financial matters;
2. Recommending the appointment and removal of the independent auditor;
3. Meeting regularly to monitor and review the independent and internal auditing practices;
4. Having direct communication with and unrestricted access to the independent auditor and any internal auditors
or accountants;
5. Reviewing the financial reports and advising all Directors whether they comply with the appropriate laws and
regulations; and
6. Ensuring that the Key Audit Partner is changed at least every 5 years.

Subsequent to year end, to comply with the NZX Main Board Listing Rules an Audit, Finance and Risk Committee was
formalised as a sub committee of the Board with the following members:

Simon John McArley (Chair of Audit Committee, Independent Director)
Huei Min Lim (Independent Director)
Graeme Iain Brown (Independent Director)
Rewi Hamid Bugo (Non-executive Director)

The Audit, Finance and Risk Committee now comprises a majority of independent directors and no executive directors.
Simon John McArley has a financial background in accordance with the requirements of NZX Listing Rule 2.13.1.

The Company’s Audit, Finance and Risk Committee Charter is currently being reviewed and updated. Once it has been
finalised it will be published on the Company’s website.

Recommendation 3.2
Employees should only attend audit committee meetings at the invitation of the audit committee.

Compliance with recommendation during the year ended 31 March 2019:
As noted above, the Audit committee responsibilities were dealt with by the full Board during the year ended 31 March
2019. Employees only attended meetings at the invitation of the Board. In addition to this, Non-executive Directors met
with the Auditors without Executive Directors or employees present.

Recommendation 3.3
An issuer should have a remuneration committee which operates under a written charter (unless this is carried out by
the whole board). At least a majority of the remuneration committee should be independent directors. Management
should only attend remuneration committee meetings at the invitation of the remuneration

Compliance with recommendation during the year ended 31 March 2019:
Remuneration committee responsibilities were dealt with by the full Board during the year ended 31 March 2019.
Employees only attended meetings at the invitation of the Board.

13

Corporate Governance Statement (Continued)


The responsibilities included recommending remuneration packages for directors for consideration by shareholders and
to approve Managing Director and senior management remuneration. Any directors who were conflicted on certain
matters were unable to participate in the decisions made in relation to those matters.

The Company’s Remuneration, Nomination and Health and Safety Committee Charter is currently being drafted. This
Charter is expected to comply with the recommendation and once it has been finalised will be published on the
Company’s website.

The Board will consider the composition of the Remuneration, Nomination and Health and Safety Committee as part of
the finalisation of the Charter.

Recommendation 3.4
An issuer should establish a nomination committee to recommend director appointments to the board (unless this is
carried out by the whole board), which should operate under a written charter. At least a majority of the nomination
committee should be independent directors.

Compliance with recommendation during the year ended 31 March 2019:
Nomination committee responsibilities were dealt with by the full Board during the year ended 31 March 2019.

The Company’s Remuneration, Nomination and Health and Safety Committee Charter is currently being drafted. This
Charter is expected to comply with the recommendation and once it has been finalised will be published on the
Company’s website.

The Board will consider the composition of the Remuneration, Nomination and Health and Safety Committee as part of
the finalisation of the Charter.

Recommendation 3.5
An issuer should consider whether it is appropriate to have any other board committees as standing board
committees. All committees should operate under written charters. An issuer should identify the members of each of
its committees, and periodically report member attendance.

Compliance with recommendation during the year ended 31 March 2019:
The Board has not considered it necessary to have any other board committees during the year.

Recommendation 3.6
The board should establish appropriate protocols that set out the procedure to be followed if there is a takeover offer
for the issuer including any communication between insiders and the bidder. It should disclose the scope of
independent advisory reports to shareholders. These protocols should include the option of establishing an
independent takeover committee, and the likely composition and implementation of an independent takeover
committee.

Compliance with recommendation during the year ended 31 March 2019:
In the event of a takeover bid, the Board would have determined the appropriate actions to take including the scope of
independent advisory reports to shareholders, and whether an independent takeover committee should be established.

The Company’s Corporate Governance Code is currently being updated and is expected to include policies and
procedures in relation to future takeover bids. Once the Corporate Governance Code has been finalised it will be
published on the Company’s website.


PRINCIPLE 4 – Reporting & Disclosure
“The board should demand integrity in financial and non-financial reporting, and in the timeliness and balance of
corporate disclosures.”



14

Corporate Governance Statement (Continued)


Recommendation 4.1
An issuer’s board should have a written continuous disclosure policy.

Compliance with recommendation during the year ended 31 March 2019:
The Company’s Board is committed to keeping investors and the market informed of all material information about the
Company and its performance in line with the NZX listing rules and has done so throughout the period.

The Company’s Corporate Governance Code is currently being updated and is expected to include policies and
procedures in relation to continuous disclosure. Once the Corporate Governance Code has been finalised it will be
published on the Company’s website.

Recommendation 4.2
An issuer should make its code of ethics, board and committee charters and the policies recommended in the NZX
Code, together with any other key governance documents, available on its website.

Compliance with recommendation during the year ended 31 March 2019:
Governance documents for the Company are under review, and once finalised will be published on the Company’s
website.

Recommendation 4.3
Financial reporting should be balanced, clear and objective. An issuer should provide non-financial disclosure at least
annually, including considering material exposure to environmental, economic and social sustainability factors and
practices. It should how operational or non-financial targets are measured. Non-financial reporting should be
informative, include forward looking assessments, and align with key strategies and metrics monitored by the board.

Compliance with recommendation during the year ended 31 March 2019:

Financial Reporting
The Board is responsible for ensuring that the financial statements give a true and fair view of the financial position of
the Group and have been prepared using appropriate accounting policies, consistently applied and supported by
reasonable judgements and estimates and for ensuring all relevant financial reporting and accounting standards have
been followed. For the financial year ended 31 March 2019, 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 the
Group and facilitate compliance of the financial statements with the Financial Reporting Act 1993.

The Managing Director and Chief Financial Officer have confirmed in writing to the Board that the Company’s financial
reports present a true and fair view in all material aspects.

Non-financial reporting
Due to its current size, the Company is in the early stages of considering how and to what extent it should report on non-
financial information such as environmental, social and governance matters (ESG). The Company does not currently have
a formal ESG reporting framework, however this is being considered by the Board with the intention that the Company
will report on these non-financial matters in the future.


PRINCIPLE 5 – Remuneration
“The remuneration of directors and executives should be transparent, fair and reasonable.”

Recommendation 5.1
An issuer should recommend director remuneration packages to shareholders for approval in a transparent manner.
Actual director remuneration should be clearly disclosed in the issuer’s annual report.

Compliance with recommendation during the year ended 31 March 2019:
Shareholders approved a total Directors’ remuneration fee pool of $300,000 per annum in the Special Meeting of
shareholders on 31 July 2018. Director remuneration is disclosed in the Shareholder and Statutory Information section of
the Annual Report.

15

Corporate Governance Statement (Continued)


Recommendation 5.2
An issuer should have a remuneration policy for remuneration of directors and officers, which outlines the relative
weightings of remuneration components and relevant performance criteria.

Compliance with recommendation during the year ended 31 March 2019:
Remuneration of directors has been determined in line with the process noted under recommendation 3.3 above and
with the Company’s Corporate Governance Code.

The Company’s Corporate Governance Code includes a remuneration policy and is currently being reviewed and
updated. Once the Corporate Governance Code has been finalised it will be published on the Company’s website.

Recommendation 5.3
An issuer should disclose the remuneration arrangements in place for the CEO in its annual report. This should include
disclosure of the base salary, short term incentives and long-term incentives and the performance criteria used to
determine performance-based payments.

Compliance with recommendation during the year ended 31 March 2019:
Information in relation to the remuneration arrangements in place for Brent King (Managing Director) is included in the
Shareholder and Statutory Information section of the Annual Report.


PRINCIPLE 6 – Risk Management
“Directors should have a sound understanding of the material risks faced by the issuer and how to manage them. The
Board should regularly verify that the issuer has appropriate processes that identify and manage potential and
material risks.”

Recommendation 6.1
An issuer should have a risk management framework for its business and the issuer’s board should receive and review
regular reports. An issuer should report the material risks facing the business and how these are being managed.

Compliance with recommendation during the year ended 31 March 2019:
The Company and its subsidiaries are committed to proactively managing risk and this has been the responsibility of the
entire Board during the period. The Board delegates day to day management of risks to the Managing Director. The
executive team and senior management are required to regularly identify the major risks affecting the business and
develop structures, practices and processes to manage and monitor these risks.

The Board is satisfied that the Group has in place a risk management process to effectively identify, manage and monitor
the Group’s principal risks. The Group maintains insurance policies that it considers adequate to meet its insurable risks.

The Company’s Audit, Finance and Risk Committee Charter is currently being reviewed and updated and is expected to
outline the Board’s approach to Risk Management. Once it has been finalised it will be published on the Company’s
website.

Recommendation 6.1
An issuer should disclose how it manages its health and safety risks and should report on its health and safety risks,
performance and management.

Compliance with recommendation during the year ended 31 March 2019:
The Group operates with a small number of employees in a relatively low health and safety risk office environment.
Despite this, the Board recognises that effective management of health and safety is essential for the operation of a
successful business, and endeavours to prevent harm and promote wellbeing for employees, contractors and customers.

The Board is responsible for ensuring that the systems used to identify and manage health and safety risks are fit for
purpose, being effectively implemented, regularly reviewed and continuously improved. The Group has a Health and
Safety Policy in place. All new incidents, near misses, or hazards identified are reported to the Board.

16

Corporate Governance Statement (Continued)

PRINCIPLE 7 – Auditors
“The board should ensure the quality and independence of the external audit process.”

Recommendation 7.1
The board should establish a framework for the issuer’s relationship with its external auditors. This should include
procedures: (a) for sustaining communication with the issuer’s external auditors;
(b) to ensure that the ability of the external auditors to carry out their statutory audit role is not impaired or could be
reasonably be perceived to be impaired;
(c) to address what, if any, services (whether by type or level) other than their statutory audit roles may be provided
by the auditors to the issuer; and
(d) to provide for the monitoring and approval by the issuer’s audit committee of any service provided by the external
auditors to the issuer other than in their statutory audit role.

Compliance with recommendation during the year ended 31 March 2019:
During the year, the Board was responsible for oversight of and communication with the external auditor and reviewed
the quality and cost of the audit undertaken by the Company’s external auditor. The Board also assesses the auditor’s
independence on an annual basis.

For the financial year ended 31 March 2019, Baker Tilly Staples Rodway was the external auditor for the Company. Baker
Tilly Staples Rodway were first appointed as external auditor for the March 2018 reporting period and were
automatically re-appointed under the Companies Act 1993 at the Company’s 2018 annual meeting. The statutory audit
services are fully separated from non-audit services to ensure that appropriate independence is maintained. The amount
of fees paid to Baker Tilly Staples Rodway for audit and other services is identified in note 7 in the notes to the
consolidated financial statements.

Baker Tilly Staples Rodway has provided the Board with written confirmation that, in their view, they were able to
operate independently during the year.

Subsequent to year end, to comply with the NZX Main Board Listing Rules, an Audit, Finance and Risk Committee was
formalised as a subcommittee of the Board (refer to further details above).

Recommendation 7.2
The external auditor should attend the issuer’s Annual Meeting to answer questions from shareholders in relation to
the audit.

Compliance with recommendation during the year ended 31 March 2019:
Baker Tilly Staples Rodway is invited to attend the annual meeting, and the lead audit partner is available to answer
questions from shareholders at that meeting. Baker Tilly Staples Rodway attended the 2018 annual meeting.

Recommendation 7.3
Internal audit functions should be disclosed.

Compliance with recommendation during the year ended 31 March 2019:
The Company and its subsidiaries have internal controls in place including monitoring and checking that internal controls
are operating effectively. The Company did not have a dedicated internal auditor role during the period.


Principle 8 – Shareholder Rights & Relations
“The board should respect the rights of shareholders and foster constructive relationships with shareholders that
encourage them to engage with the issuer.”

Recommendation 8.1
An issuer should have a website where investors and interested shareholders can access financial and operational
information and key corporate governance information about the issuer.



17

Corporate Governance Statement (Continued)

Compliance with recommendation during the year ended 31 March 2019:
Financial statements, NZX announcements and Directors’ profiles are included on the website at www.gencap.co.nz .
Governance documents for the Company are under review, and once finalised will be published on the Company’s
website.

Recommendation 8.2
An issuer should allow investors the ability to easily communicate with the issuer, including providing the option to
receive communications from the issuer electronically.

Compliance with recommendation during the year ended 31 March 2019:
All shareholders are given the option to elect to receive electronic communications from the Company.

Recommendation 8.3
Quoted equity security holders should have the right to vote on major decisions which may change the nature of the
company in which they are invested in.

Compliance with recommendation during the year ended 31 March 2019:
Shareholders have been given the right to vote on all major decisions in line with the NZAX Listing Rules during the year
ended 31 March 2019.

Recommendation 8.4
If seeking additional equity capital, issuers of quoted equity securities should offer further equity security holders of
the same class on a pro rata basis and on no less favourable terms, before further equity securities are offered to
other investors.

Compliance with recommendation during the year ended 31 March 2019:
During the year ended 31 March 2019, the Company:
a. Raised $162,200 capital through issuing new shares at 6.75 cents per share in a share purchase plan, which
allowed all shareholders to purchase up to $15,000 worth of shares.
b. Raised $1,856,400 capital through placements at 6.75 cents per share to wholesale investors, directors and
senior managers, and significant product holders.
c. Issued one GENWA warrant per share and two GENWB warrants per share to all eligible shareholders, and to a
holding account for all ineligible shareholders. Ineligible shareholders were not resident in New Zealand and
therefore were ineligible to receive a New Zealand offer.
The placements and warrant issue described above were approved by Shareholders at the Special Meeting held on 29
November 2018.

Recommendation 8.5
The board should ensure that the notices of annual or special meetings of quoted equity security holders is posted on
the issuer’s website as soon as possible and at least 20 working days prior to the meeting.

Compliance with recommendation during the year ended 31 March 2019:
Due to time constraints during the 2018 calendar year with the business acquisition and capital raising efforts, the notice
of the 2018 Annual Meeting and notices of the two Special Meetings held in 2018 were not able to be released at least
20 working days prior to the meetings.

The Board encourages shareholder participation in meetings and understands that shareholders need sufficient time to
consider information prior to meetings. Future notices of Shareholder meetings are expected to be provided at least 20
workings days prior to meeting dates.
18

19

20

21

22

23

24

25

20192018
$$
NoteRestated
Interest income
5 1,479,226 391,557
Interest expense
5 (640,270) (209,132)
Net interest income
838,956 182,425
Fee and commission income
5 281,176 57,859
Fee and commission expense
5 (92,332) (7,332)
Net fee and commission income
188,844 50,527
Revenue from contracts with customers
5 347,702 225,331
Cost of sales
5 (24,368) (220,500)
Gross profit from contracts with customers
323,334 4,831
Other income
28,163 5,805
Net revenue
1,379,297 243,588
(Increase) / decrease of provision in respect of finance receivables
11
19,456 (28,714)
Personnel expenses
(603,011) (110,295)
Occupancy expenses
(90,176) (22,564)
Depreciation
13
(3,493) -
Amortisation of intangible assets
14
(18,201) -
Other expenses
7
(603,152) (413,767)
Acquisition expenses
(103,927) -
Loss on acquiring listed shell
21.1
(405,280) -
(1,807,784) (575,340)
Loss before income tax expense
(428,487) (331,752)
Income tax (expense) / benefit8
(29,601) 5,102
Net loss after income tax expense
(458,088) (326,650)
Other comprehensive income
15
(14,862)
-
Other comprehensive income for the year
(14,862) -
Total comprehensive income
(472,950) (326,650)
Earnings per share (cents per share)9
(0.46) (4.14)
Diluted earnings per share (cents per share)9
(0.36) (1.39)
The accompanying notes are an integral part of these financial statements.
GENERAL CAPITAL LIMITED (formerly Mykco limited)
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2019
Changes in the fair value of equity investments at fair value
through other comprehensive income
26

GENERAL CAPITAL LIMITED (formerly Mykco limited)
20192018
$$
Noterestated
Equity
Share capital
18 9,573,495 1,448,503
Redeemable preference shares
18 - 3,580,104
Retained earnings
(805,973) (347,885)
Other reserves
15 (14,862) -
Total equity
8,752,660 4,680,722

Assets
Cash and cash equivalents
10 2,949,317 4,950,129
Accounts receivables
19,246 8,070
Loan receivables
11 17,277,204 8,583,952
Other current assets
114,844 77,798
Income tax receivable
45,450 -
Deferred tax asset
8.2 38,408 40,373
Property, plant and equipment
13 6,176 7,040
15 190,483 50,800
Intangible assets and goodwill
14 3,266,556 2,663,116
Total assets
23,907,684 16,381,278
Liabilities
Accounts payable and other payables
246,624 183,265
Related party payables
19 7,942 141,342
Income tax payable
- 69,336
Term deposits
16 14,900,458 9,854,092
Other financial liabilities
17 - 1,452,521
Total liabilities
15,155,024 11,700,556
Net assets
8,752,660 4,680,722
The accompanying notes are an integral part of these financial statements.
The financial statements are signed on behalf of the Board.
Rewi Bugo Brent King
ChairmanManaging Director
Authorised for issue on 25 July 2019.
AS AT 31 MARCH 2019
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
Investments
27

GENERAL CAPITAL LIMITED (formerly Mykco limited)
Note$$$$$
1,000 - - - 1,000
4
- - - (21,235) (21,235)
- - - (328,766) (328,766)
4
- - - 2,116 2,116
- - - - -
- - - (326,650) (326,650)
18
1,447,503 3,580,104 - - 5,027,607
1,447,503 3,580,104 - - 5,027,607
1,448,503 3,580,104 - (347,885) 4,680,722
1,448,503 4,747,418 - (280,728) 5,915,193
4
- - - (19,119) (19,119)
4
- (1,167,314) - (48,038) (1,215,352)
1,448,503 3,580,104 - (347,885) 4,680,722
- - - (458,088) (458,088)
- - (14,862) - (14,862)
- - (14,862) (458,088) (472,950)
18
5,080,104 (3,580,104) - - 1,500,000
18
1,121,259 - - - 1,121,259
18
1,923,629 - - 1,923,629
8,124,992 (3,580,104) - - 4,544,888
9,573,495 - (14,862) (805,973) 8,752,660

The accompanying notes are an integral part of these financial statements.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2019
Redeemable
Preference
Shares
Acquisition date impact of adoption
of NZ IFRS 9 on business
combinations during the year
Adoption of NZ IFRS 9
Total transactions with owners in
their capacity as owners
Contributions of equity net of
transaction costs
Restated total equity as at 1 April
2018
Retained
earnings
Share capitalReserves
Conversion of redeemable
preference shares
Balance at 31 March 2018 as
originally presented
Balance at 31 March 2018
- Change in accounting policy
- Impact of finalisation of
acquisition accounting
Loss for the year
Balance at 31 March 2019
Total equity
Balance at 1 April 2017
Contributions of equity net of
transaction costs
Loss for the year
Other comprehensive income for
the year
Total comprehensive income for
the year
Transactions with owners in their
capacity as owners:
Total transactions with owners in
their capacity as owners
Transactions with owners in their
capacity as owners:
Issue of shares on acquisition of
subsidiary
Total comprehensive income for
the year
Other comprehensive income for
the year
28

GENERAL CAPITAL LIMITED (formerly Mykco limited)
20192018
Note
$$
Cash flow from operating activities
Interest received
1,376,467 552,386
Receipts from customers
393,838 319,321
Other income
27,783 5,805
Payments to suppliers and employees
(1,587,300) (783,196)
Interest paid
(585,614) (140,084)
Income tax paid
(142,421) (34,869)
Finance receivables (net advances)
(8,516,032) 1,019,852
Net cash (used in) / provided by operating activities 20
(9,033,279) 939,215
Cash flow from investing activities
Acquisition of subsidiaries (net of cash acquired)
85,736 (1,371,394)
Purchase of property, plant and equipment
(2,629) (7,040)
Purchase of software
(32,742) (33,107)
Net cash provided by / (used in) investing activities
50,365 (1,411,541)
Cash flow from financing activities
Issue of ordinary shares
1,923,628 447,503
Issue of redeemable preference shares
- 4,974,850
Term deposits (net receipts)
5,058,474 102
Net cash provided by financing activities
6,982,102 5,422,455
Reconciliation of cash and cash equivalents
4,950,129 -
(2,000,812) 4,950,129
10
2,949,317
4,950,129

The accompanying notes are an integral part of these financial statements.
Cash and cash equivalents at end of the reporting period
Net (decrease) / increase in cash and cash equivalents held
during the reporting period
Cash and cash equivalents at beginning of the reporting
period
CONSOLIDATED STATEMENT OF CASHFLOWS
FOR THE YEAR ENDED 31 MARCH 2019
29

NOTE 1: REPORTING ENTITY
The consolidated financial statements were authorised for issue by the directors on 25 July 2019.
NOTE 2: BASIS OF PREPARATION
2.1 Statement of compliance
2.2 Basis of measurement
NOTE 3: SIGNIFICANT ACCOUNTING POLICIES
3.1 Adoption of new and amended standards and interpretations
-NZ IFRS 15 'Revenue from Contracts with Customers'; and
-NZ IFRS 9 'Financial Instruments'.
Refer to note 4 for the impact of implementing these new standards.
The following relevant standards and interpretations have been issued at the reporting date but are not yet effective.
GENERAL CAPITAL LIMITED (formerly Mykco Limited)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2019
GeneralCapitalLimited(formerlyMykcoLimited,"theCompany")isincorporatedanddomiciledinNewZealand.GeneralCapitalLimitedis
registered under the Companies Act 1993.
General Capital Limited is a FMC reporting entity for the purposes of the Financial Markets Conduct Act 2013.
The consolidated financial statements of General Capital Limited and its subsidiaries (together "the Group") have been prepared in
accordance with the Companies Act 1993 and the Financial Markets Conduct Act 2013.
The Group is a for profit entity.
The Group's principal activities are:
- Finance (deposit taking and lending);
- Research and advisory (investment advisory and research provider).
These 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 Financial
Reporting Standards, as appropriate for profit oriented entities. These consolidated financial statements also comply with International
Financial Reporting Standards ("IFRS").
The financial report has been prepared under the historical cost convention, as modified by revaluations for certain classes of assets and
liabilities to fair value as described in the accounting policies below.
Exceptasdetailedinnote4,theaccountingpoliciessetoutbelowhavebeenappliedconsistentlytoallperiodspresentedinthese
consolidated financial statements, and have been applied consistently by Group entities.
Newstandardsandamendmentsandinterpretationstoexistingstandardsthatcameintoeffectduringthecurrentaccountingperiod
beginning on 1 April 2018 that materially impact the Group’s consolidated financial statements are as follows:
3.2 New standards and amendments and interpretations to existing standards that are not yet effective for the current accounting
period beginning on 1 April 2018
NZ IFRS 16, ‘Leases’, replaces NZ IAS 17. Under NZ IFRS 16, a contract is, or contains, a lease if the contract conveys the right to control the
use of an identified asset for a period of time in exchange for consideration.
UnderNZIAS17,alesseewasrequiredtomakeadistinctionbetweenafinancelease(onbalancesheet)andanoperatinglease(offbalance
sheet).NZIFRS16nowrequiresalesseetorecognisealeaseliabilityreflectingfutureleasepaymentsanda‘right-of-useasset’forvirtually
allleasecontracts.Lessorswillalsobeaffectedbythenewstandard.Thestandardiseffectiveforaccountingperiodsbeginningonorafter1
January 2019. General Finance Limited has adopted NZ IFRS 16 on 1 April 2019.
The other standards did not have a material impact on the Group’s consolidated financial statements and did not require retrospective
adjustment.
30

GENERAL CAPITAL LIMITED (formerly Mykco Limited)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2019
NOTE 3: SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
3.3 Basis of consolidation
The Group measures goodwill at the acquisition date as:
-the fair value of the consideration transferred; plus
-the recognised amount of any non-controlling interests in the aquiree; plus
-if the business combination is achieved in stages, the fair value of the pre-existing equity interest in the acquiree; less
-the net recognised amount of the identifiable assets acquired and liabilities assumed.
When an excess is negative, a bargain purchase gain is recognised immediately in profit or loss.
Transaction costs, other than those associated with the issue of debt or equity securities, that the Group incurs in connection with a
business combination are expensed as incurred.
Any contingent consideration payable is measured at fair value at the acquisition date. If the contingent consideration is classified as equity,
then it is not remeasured and settlement is accounted for within equity. Otherwise, subsequent changes in the fair value of the contingent
consideration are recognised in profit or loss or other comprehensive income as appropriate.
Subsidiaries
Subsidiaries are all entities controlled by the Group. The financial statements of subsidiaries are included in consolidated financial
statements from the date that control commences until the date that control ceases.
Loss of control
On loss of control, the Group derecognises the assets and liabilities of the subsidiary, any non-controlling interests and the other
componentsofequityrelatedtothesubsidiary.Anysurplusor deficitarisingonlossof controlisrecognisedinprofit or loss.If theGroup
retainsaninterestintheprevioussubsidiary,theinterestismeasuredatfairvalueatthedatecontrolislost.Subsequentlyitisaccounted
for as an equity-accounted investee or as an available for sale asset depending on the influence retained.
Transactions eliminated on consolidation
Intra-group balances and transactions, and any unrealised income and expenses arising from intra-group transactions, are eliminated in
preparing the consolidated financial statements.
Reverse acquisition of Corporate Holdings Limited
As described in Note 21.1, as the Company's acquisition of Corporate Holdings Limited on 3 August 2018 is deemed to be a reverse
acquisition for accounting purposes, these financial statements represent a continuation of the consolidated financial statements of
Corporate Holdings Limited.
Corporate Holdings Limited purchased two businesses on 19 December 2017, General Finance Limited and Investment Research Group
Limited (refer to notes 21.2 and 21.3). The financial information presented for the period up to 19 December 2017 comprises Corporate
HoldingsLimitedonly. Fromthatdateupto3August2018 thefinancialinformationpresentedcomprisesCorporateHoldingsLimitedand
itstwosubsidiaries.From3August2018,thefinancialinformationcomprisestheconsolidatedresultsoftheCompany,CorporateHoldings
Limited, and the two subsidiaries of Corporate Holdings Limited.
TheGrouphasnoleaseagreementsinplaceasat1April2019anduptothedateofsigningtheseconsolidatedfinancialstatements.Since
June2018, theGrouphasbeenpayingashareof officeleasecoststoMoneyonlineLimited, a related company, based onan allocationof
office space utilised by the Group. The Group is considering formalising a lease agreement with Moneyonline Limited, which is likely to
mirror the term and other conditions of Moneyonline Limited’s lease agreement with an external party. As at 1 April 2019, the total
remainingterm of that lease was 26 months, and the current monthly allocation of the lease costs paid by the Group is $8,557, implying
total undiscounted remaining payments of $222,482 as at 1 April 2019. Should an agreement be formalised with Moneyonline Limited, a
leaseliabilityandright-ofuseassetwouldneedtoberecognisedonthatdate,representedbythepresentvalueoffutureleasepayments.
Depreciation expense would be recorded on a straight-line basis over the lease term, and interest will be recognised onthe leaseliability
usingtheamortisedcostmethod.Thiswillresultinhigherexpensesbeingrecordedatthestartoftheleasetermthanattheend(duetothe
liability being ‘wound down’ over the lease term).
Business combinations
Business combinations are accounted for using the acquisition method as at the acquisition date, which is the date on which control is
transferredtotheGroup.Subsidiariesareallentities(includingstructuredentities)overwhichtheGrouphascontrol.TheGroupcontrolsan
entitywhentheGroupisexposedto,orhasrightsto,variablereturnsfromitsinvolvementwiththeentityandhastheabilitytoaffectthose
returns through its power over the entity.
31

GENERAL CAPITAL LIMITED (formerly Mykco Limited)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2019
NOTE 3: SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
3.4 Revenue and expense recognition
3.5 Financial instruments
FinancialassetsandfinancialliabilitiesarerecognisedintheGroup’sstatementoffinancialpositionwhentheGroupbecomesapartytothe
contractual provisions of the instrument.
Financialassetsandfinancialliabilitiesareinitiallymeasuredatfairvalue.Transactioncoststhataredirectlyattributabletotheacquisition
orissueoffinancialassetsandfinancialliabilities(otherthanfinancialassetsandfinancialliabilitiesatfairvaluethroughprofitorloss)are
addedtoordeductedfromthefairvalueofthefinancialassetsorfinancialliabilities,asappropriate,oninitialrecognition.Transactioncosts
directlyattributabletotheacquisitionoffinancialassetsorfinancialliabilitiesatfairvaluethroughprofitorlossarerecognisedimmediately
in profit or loss.
(a) Interest income and expense
Interest income and interest expense
Interest income and interest expense is recognised in profit or loss using the effective interest method. The effective interest method
calculates the amortised cost of a financial asset or liability and allocates the interest income and directly related fees (including loan
origination fees) and transaction costs (including commission expenses) that arean integral component ofthe effectiveinterest rateover
the expected life of the financial asset or liability.
Loan fees and commissions
Lendingfeeincome(suchasloanestablishmentfees)thatisintegraltotheeffectiveyieldofaloanheldatamortisedcostiscapitalisedas
partoftheamortisedcostanddeferredoverthelifeoftheloanusingtheeffectiveinterestmethod.Lendingfeesnotdirectlyrelatedtothe
originationofaloan(accountmaintenancefee)arerecognisedovertheperiodofservice.Incrementalanddirectlyattributablecosts(such
as commissions) associated with the origination of a financial asset (such as loans) and financial liabilities (such as term deposits) are
capitalised as part of the amortised cost and deferred over the life of the financial instrument using the effective interest method.
(b) Revenue from contracts with customers:
Advisory fee revenue
Advisorycontractsgenerallyspanaperiodofthreemonthstooneandahalfyears.Managementdeterminetheperformanceobligation(s)
inherentinthecontractatcontractinceptionandrecogniserevenueuponcompletionofeachoftheperformanceobligations.Performance
obligationsincludeadviceprovidedtotheentityandsometimesincludethesuccessofaproject. Therearespecificbillingmilestonesbuilt
into each contract and payment is generally due within 30 to 60 days of the milestone.
Yearbook and research sales
Thisincludesrevenuerelatedtothesaleofpublicationsandfeesforadvertisementsinthepublications.Theperformanceobligationforthe
advertising fees is satisfied when the publications are published and available to be purchased by customers, and include the contracted
advertisements. Payment is generally due within 30 to 60 days from production. The performance obligation relating to the sale of
publications is satisfied upon delivery of the publications. Payment is generally due within 30 to 60 days from delivery.
Other fee income
FeeschargedbyGeneralFinanceLimitedthatdonotrelatetotheoriginationoffinancereceivables(forinstanceloanholdingfees).These
fees are charged and recognised upon satisfaction of the conditions stipulated in the contract.
Assets and liabilities arising from revenue from contracts with customers
Accounts receivables are non-interest bearing and are generally on terms of 30 to 60 days. Contract assets are recognised for any
performanceobligationswhichhavebeensatisfiedinadvanceofbillingtoclients.Theamountsaretransferredtoaccountsreceivablewhen
billed to customers. Contract costs are capitalised in respect of directly attributable contract costs (such as directly related allocations of
personnel costs) which relate to revenue which has not been recognised. Costs are only recognised if the amounts are expected to be
recovered from customers, are amortised when the associated revenue is billed to the customer, and are subject to impairment testing.
Contract liabilities are recognised in respect of any amounts billed to customers in advance of satisfaction of the associated performance
obligations.
Refer to note 4 for details relating to the adoption of NZ IFRS 15.
(c) Other
Other expense recognition
All other expenses are recognised in profit or loss as incurred.
32

GENERAL CAPITAL LIMITED (formerly Mykco Limited)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2019
NOTE 3: SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Financial assets
All recognised financial assets are measured subsequently in their entirety at either amortised cost or fair value, depending on the
classification of the financial assets.
Classification of financial assets
Financial assets that meet the following conditions are measured subsequently at amortised cost:
- the financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and
-thecontractualtermsofthefinancialassetgiveriseonspecifieddatestocashflowsthataresolelypaymentsofprincipalandintereston
the principal amount outstanding.
Financial assets that meet the following conditions are measured subsequently at fair value through other comprehensive income (FVTOCI):
- the financial asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling the
financial assets; and
-thecontractualtermsofthefinancialassetgiveriseonspecifieddatestocashflowsthataresolelypaymentsofprincipalandintereston
the principal amount outstanding.
By default, all other financial assets are measured subsequently at fair value through profit or loss (FVTPL).
Despite the foregoing, the Group may make the following irrevocable election/designation at initial recognition of a financial asset:
- the Group may irrevocably elect to present subsequent changes in fair value of an equity investment in other comprehensive income if
certain criteria are met; and
- theGroupmayirrevocablydesignatea financialassetthatmeetstheamortisedcostorFVTOCIcriteriaasmeasuredat FVTPLif doingso
eliminates or significantly reduces an accounting mismatch.
(i) Financial assets measured at amortised cost
The effectiveinterest methodis amethod of calculating theamortised costof a financial asset and ofallocating interest income over the
relevant period.
For financial assets other than purchased or originated credit‑impaired financial assets (i.e. assets that are credit‑impaired on initial
recognition),theeffectiveinterestrateistheratethatexactlydiscountsestimatedfuturecashreceipts(includingallfeesandpointspaidor
received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) excluding expected
creditlosses, throughtheexpectedlifeofthefinancialasset, or, whereappropriate, ashorter period,tothegrosscarryingamountofthe
financialassetoninitialrecognition.Forpurchasedororiginatedcredit‑impairedfinancialassets,acredit‑adjustedeffectiveinterestrateis
calculatedbydiscountingtheestimatedfuturecashflows,includingexpectedcreditlosses,totheamortisedcostofthedebtinstrumenton
initial recognition.
The amortised cost of a financial asset is the amount at which the financial asset is measured at initial recognition minus the principal
repayments, plus the cumulative amortisation using the effective interest method of any difference between that initial amount and the
maturityamount, adjustedfor anylossallowance.Thegrosscarryingamount of a financialasset isthe amortisedcost of a financialasset
before adjusting for any loss allowance.
Interestincomeisrecognisedusingtheeffectiveinterestmethodforfinancialassetsmeasuredsubsequentlyatamortisedcost.Forfinancial
assets other than purchased or originated credit‑impaired financial assets, interest income is calculated by applying the effective interest
rate to the gross carrying amount of a financial asset, except for financial assets that have subsequently become credit‑impaired (see
below).
Forfinancialassetsthathavesubsequentlybecomecredit‑impaired,interestincomeisrecognisedbyapplyingtheeffectiveinterestrateto
the amortised cost of the financial asset. If, in subsequent reporting periods, the credit risk on the credit‑impaired financial instrument
improvessothatthefinancialassetisnolongercredit‑impaired,interestincomeisrecognisedbyapplyingtheeffectiveinterestratetothe
gross carrying amount of the financial asset.
Financial assets measured at amortised cost include cash and cash equivalents, loan receivables and trade receivables.
33

GENERAL CAPITAL LIMITED (formerly Mykco Limited)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2019
NOTE 3: SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
3.6 Property, plant and equipment
3.7 Intangible assets
Property,plantandequipmentarerecognisedinthestatementoffinancialpositionatcostlessaccumulateddepreciationandimpairment
losses. Depreciation is calculated on property, plant and equipment on a straight-line basis to allocate the costs, net of any residual
amounts, over their useful lives. Office equipment is depreciated on a straight line basis using depreciation rates of 30% - 40% per annum.
Intangible assets comprise goodwill, acquired licences, bartercard trade dollars and computer software.
Goodwillandacquiredlicencesareindefinitelifeintangiblessubjecttoannualimpairmenttesting.Goodwillisallocatedtocash-generating
unitsfor thepurposeof impairment testing.Theallocationismadetothosecash-generatingunitsor groups ofcash-generating unitsthat
are expected to benefit from the business combination in which the goodwill arose, identified according to the respective operating
segment.
Licences acquired as part of business combinations are capitalised separately from goodwill as intangible assets if their value can be
measuredreliablyoninitialrecognitionanditisprobablethattheexpectedfutureeconomicbenefitsthatareattributabletotheassetwill
flow to the Group.
(ii) Financial assets measured at FVTOCI
FinancialassetsmeasuredatamortisedcostincludeequityinvestmentswherebytheGrouphasmadeanirrevocableelectiontopresentin
other comprehensive income subsequent changes in the fair value of the investments.
Gains or losses on the financial assets are recognised in other comprehensive income except for impairment gains or losses until the
financialassetisderecognisedorreclassified.Whenthefinancialassetisderecognisedthecumulativegainorlosspreviouslyrecognisedin
othercomprehensiveincomeisreclassifiedfromequitytoprofitorlossasareclassificationadjustment.Ifthefinancialassetisreclassified
out ofthefair valuethroughother comprehensiveincomemeasurementcategory, theentityshallaccount for thecumulativegainor loss
that was previously recognised in other comprehensive income.
Impairment of Financial Assets
Further disclosures relating to impairment of financial assets are also provided in the following notes:
- Note 11: Loan receivables
- Note 3.13: Critical accounting estimates and judgements
Expectedcreditlosses("ECLs")arebasedonthedifferencebetweenthecontractualcashflowsdueinaccordancewiththecontractandall
thecashflowsthattheGroupexpectstoreceive,discountedatanapproximationoftheoriginaleffectiveinterestrate.Theexpectedcash
flows will include cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms.
ECLs are recognised in two stages. For credit exposures for which there has not been a significant increase in credit risk since initial
recognition, ECLs are provided for credit losses that result from default events that are possible within the next 12-months (a 12-month
ECL). For those credit exposures for which there has been a significant increase in credit risk since initial recognition, a loss allowance is
required for credit losses expected over the remaining life of the exposure, irrespective of the timing of the default (a lifetime ECL).
Derecognition of financial assets
TheGroupderecognisesafinancialassetonlywhenthecontractualrightstothecashflowsfromtheassetexpire,orwhenittransfersthe
financial asset and substantially all the risks and rewards of ownership of the asset to another entity. If the Group neither transfers nor
retainssubstantiallyalltherisksandrewardsofownershipandcontinuestocontrolthetransferredasset,theGrouprecognisesitsretained
interestintheassetandanassociatedliabilityforamountsitmayhavetopay.IftheGroupretainssubstantiallyalltherisksandrewardsof
ownership of a transferred financial asset, the Group continues to recognise the financial asset and also recognises a collateralised
borrowing for the proceeds received.
Onderecognitionofa financialassetmeasuredat amortisedcost, thedifferencebetweentheasset’scarryingamountandthesum ofthe
consideration received and receivable is recognised in profit or loss
Financial Liabilities
AlloftheGroup’sfinancialliabilitiesaresubsequentlymeasuredatamortisedcostusingtheeffectiveinterestmethod.TheGroup'sfinancial
liabilities include term deposits, trade creditors and other financial liabilities at amortised cost.
34

GENERAL CAPITAL LIMITED (formerly Mykco Limited)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2019
NOTE 3: SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
3.8 Taxation
3.9 Impairment of non-financial assets
BartercardTradeDollarsareunitsofelectroniccurrencyheldbytheGroupwhichcanbeusedtopayforproductsandservicesfromother
Bartercard members instead of paying in cash. They are non-monetary assets which are classified as indefinite life intangible assets. The
assetsarerecognisedatcostlessaccumulatedimpairmentlosses.Thetradedollarsareacquiredasearnedandconsumedasutilisedandare
testedatleastannuallyforimpairmentorwhenindicationofanimpairmentexist. Animpairmentlossisrecognisedwheneverthecarrying
amountofabartercardexceedsitsrecoverableamount.Theestimatedrecoverableamountofintangibleassets-BartercardTradeDollars
are the greater of their fair value less costs to sell or value in use. Trade debits arising from sales to customers and trade credits from
purchasesofservicesarerecognisedinthestatementofcomprehensiveincomeintheperiodinwhichthetransactionoccurs.Wheretrade
credits are used to purchase an asset, the asset is capitalised and recognised in the statement of financial position.
Computersoftwareisrecognisedinthestatementoffinancialpositionatcostlessaccumulatedamortisationandimpairmentlosses.Direct
costs associated with the purchase and installation of software licences and the development of software for internal use are capitalised
whereprojectsuccessisprobableandthecapitalisationcriteriaismet.Costassociatedwithplanningandevaluatingcomputersoftwareand
maintaining a system after implementation are expensed. Computer software costs are amortised on a straight-line basis (three years).
Incometaxfortheperiodcomprisescurrentanddeferredtax.Currentanddeferredtaxarerecognisedasanexpenseorincomeintheprofit
or loss,exceptwhentheyrelatetoitems thatarerecognisedoutsideprofit or loss(whether inothercomprehensiveincomeordirectlyin
equity), in which case the tax is also recognised outside profit or loss.
Currenttaxistheexpected taxpayable onthe taxableincome for the period, using tax rates enactedor substantivelyenacted at balance
dateaftertakingadvantageofallallowabledeductionsundercurrenttaxationlegislationandanyadjustmenttotaxliabilitiesinrespectof
previous years.
Deferred tax is provided using the liability method, providing for temporary differences between the amounts of assets and liabilities for
financial reporting purposes and the amounts used for taxation purposes. The amount of deferred tax provided is based on the expected
manner of realisation or settlement of the amount of assets andliabilities, usingtax ratesenacted or substantively enactedas at balance
date.
Deferredtaxationassetsarisingfromtemporarydifferencesorincometaxlosses,arerecognisedonlytotheextentthatitisprobablethata
future taxable profit will be available against which the asset can be utilised.
Deferredtaxationassetsarereducedtotheextentthatitisnolongerprobablethattherelatedtaxassetwillberealised.Anyreductionis
recognised in profit or loss.
Intangible assets that have an indefinite useful life are not subject to amortisation and are tested for impairment annually or more
frequentlyifeventsorchangesincircumstancesindicatethattheymightbeimpaired.Intangibleassetsnotyetavailableforusearetested
for impairment annually or more frequently if events or changes in circumstances indicate that they might be impaired.
Other assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be
recoverable. The Group conducts an annual internal review of asset values, which is used as a source of information to assess for any
indicators of impairment. External factors, such as changes in expected future processes, technology and economic conditions, are also
monitored for indicators of impairment. If any indication of impairment exists, an estimate of the asset’s recoverable amount is calculated.
An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable
amount isthehigher of anasset’sfair valuelesscoststosellandvalueinuse.Valueinuseis determinedby estimatingfuture cashflows
from the use and ultimate disposal of the asset and discounting these to their present value using a pre-tax discount rate that reflects
currentmarketratesandtherisksspecifictotheasset.Forthepurposesofassessingimpairment,assetsaregroupedatthelowestlevelsfor
whichthereareseparatelyidentifiablecashflows(cash-generatingunits).Impairmentlossesdirectlyreducethecarryingamountofassets
and are recognised in profit or loss.
Non-financial assets other than goodwill that suffered impairment are reviewed for possible reversal of the impairmentat eachreporting
date.
35

GENERAL CAPITAL LIMITED (formerly Mykco Limited)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2019
NOTE 3: SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
3.10 Employee benefits
3.11 Statement of cash flows
3.12 Comparatives
3.13 Use of estimates and judgements
Where necessary, comparative information has been reclassified and represented for consistency with current year.
In preparing the financial statements in accordance with NZ IFRS, IFRS and applicable reporting standards management has made
judgements, estimates and assumptions that affect the application of accounting policies and about the future that affect the reported
amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the
period.
Actual results could differ from those estimates. Estimates and assumptions are continually evaluated and are based on historical experience
andotherfactors,includingexpectationsoffutureeventsthatarebelievedtobereasonableunderthecircumstances.Theprincipalareasof
judgement in preparing these consolidated financial statements are set out below.
Allowance for expected credit losses
An allowance for expected credit losses is raised by management in respect of loan receivables. The Group makes judgements on the
probability of default upon initial recognition of loan receivables and whether there has been a significant increase in credit risk on an
ongoingbasisthroughouteachreportingperiod. Toassesswhetherthereisasignificantincreaseinthecreditrisk,theGroupcomparesthe
risk of a loss being incurred on the loan receivable as at the reporting date with the risk of default as at the date of initial recognition. It
considers available, reasonable and supportable forward-looking information.
TheGroupcategorisesloansasperformingloans(wheretherehasnotbeenasignificantincreaseincreditrisk)andunder-performingloans
(where there has been a significant increase in credit risk).
Theallowanceforperformingloansisestimatedbasedonthe12monthexpectedcreditlossesoftheloans,orwheretheloansarelessthan
12 months from maturity, the expected losses for the lifetime of the loan.
The allowance for under-performing loans is based on the lifetime expected credit losses of the loans. Allowances for lifetime expected
credit losses for under-performing loans are calculated on an individual basis. The allowances are probability weighted losses which are
determined by evaluating a range of possible future outcomes and are discounted using the original effective interest rate of the loans.
Refer to note 11 for further details on the provision for expected credit losses.
Impairment analysis of goodwill and other indefinite life intangible assets
The carrying value of goodwill and indefinite life intangible assets (including licences and bartercard trade dollars) is assessed at least
annually to ensure that it is not impaired.
WithregardtoGoodwillandLicences,performingthisanalysisrequiresmanagementtoestimatefuturecashflowstobegeneratedbythe
cash-generating unit, which entails making judgements, including the expected rate of growth of revenues and expenditures, assets and
liabilities,andtheresultingcashflows.Judgementsalsoneedtobemadeabouttheappropriatediscountratetoapplywhenvaluingfuture
cash flows.
Wages, salaries and annual leave
Liabilitiesforwages,salariesandannualleavearerecognisedinrespectofemployees'servicesuptothereportingdate.Theyaremeasured
at the amounts expected to be paid when the liabilities are settled.
Superannuation plans
The Group pays contributions to superannuation plans, such as Kiwisaver. The Group has no further payment obligations once the
contributionshavebeenpaid.Thecontributionsarerecognisedasanemployeebenefitexpensewhentheyaredue.Prepaidcontributions
are recognised as an asset to the extent that a cash refund or a reduction in the future payments is available.
The statement of cash flows has been prepared using the direct approach modified by netting certain cash flows in order to provide more
meaningful disclosure. These include reverse loan receivables and term deposit liabilities.
36

GENERAL CAPITAL LIMITED (formerly Mykco Limited)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2019
NOTE 3: SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
AsensitivityanalysisperformedbyManagementhashighlightedthatthecarryingvalueoftheGoodwillandotherassetsintheresearchand
advisory CGU are highly reliant on the achievement of revenue forecasts from advisory projects.
Management have performed a fair value less costs of disposal impairment test in relation to the carrying value of the bartercard trade
dollars asset at 31 March 2019.
Further information on the impairment analysis, assumptions and sensitivity analysis can be found in note 14.
Business Combinations
As described in Note 21.1, as the Company's acquisition of Corporate Holdings Limited on 3 August 2018 is deemed to be a reverse
acquisition for accounting purposes, these financial statements represent a continuation of the consolidated financial statements of
Corporate Holdings Limited.
Corporate Holdings Limited purchased two businesses on 19 December 2017, General Finance Limited and Investment Research Group
Limited (refer to Notes 21.2 and 21.3).
With regard to the above transactions, Management have had to make judgements, including the following:
- Determining the entity which is the acquirer and the entity which is the acquiree.
- Whether the entity acquired constitutes a business.
- Determining the fair value of net assets acquired and identifiable net assets
- Determining the fair value of consideration paid in the business combination.
Further information on the judgements made by management can be found in note 21.
Classification , recognition and measurement of redeemable preference shares
4,957,000 redeemable preference shares with a nominal value of $4,974,850 were issued by the Group during the year ended 31 March
2018. The Group has classified a portion of the redeemable preference shares as financial liabilities and a portion of the redeemable
preferencesharesasequitybasedonspecificclausesinthesubscriptionagreements.Theredeemablepreferenceshareshaveallconverted
to ordinary share capital in the Group prior to 31 March 2019.
Further details on the redeemable preferences shares and the associated classification, recognition and measurement applied in these
financial statements can be found in the following notes:
- Note 18: Share capital, warrants and redeemable preference shares
- Note 17: Other financial liabilities at amortised cost
- Note 4.1: Adjustments relating to the finalisation of the acquisition accounting.
Classification of Bartercard Trade Dollars
BartercardusesanelectroniccurrencycalledaBartercardTradeDollar.TheCompanyearnsBartercardTradeDollarsforthegoodsitsellsto
customers(tradedebits)andusestheBartercardTradeDollarstomakepurchases(tradecredits)fromotherBartercardholders.Theassets
have been classified as indefinite life intangible assets.
Management have classified the Bartercard Trade Dollars as having an indefinite useful life based on the analysis of relevant factors
including:
- the participants in the Bartercard network;
- the availability of relevant goods and services in the Bartercard network;
- an assessment of the future viability of the Bartercard platform as a means of payment;
- the level of expenditure required to maintain a Bartercard account and the Company's intention to continue paying these maintenance
fees.
37

GENERAL CAPITAL LIMITED (formerly Mykco Limited)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2019
NOTE 3: SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
NOTE 4: IMPACT OF FINALISATION OF ACQUISITION ACCOUNTING AND CHANGES IN ACCOUNTING POLICIES
4.1 Adjustments relating to the finalisation of the acquisition accounting
●
●
●
4.2 Impact of the adoption of new accounting standards
(i) Impact of the adoption of NZ IFRS 9
●
●
●
●
●
An increase to loss allowances for 12-month expected credit losses of $26,554 as at 31 March 2018 having an impact
(reduction) in net profit after tax of $2,116 for the year ended 31 March 2018 and an after tax impact on opening retained
earnings of $19,119 (decrease) as at 1 April 2018.
There has been no change to the classification of financial assets or financial liabilities.
No change has been reflected with regard to the allowance for lifetime expected credit losses as required by NZ IFRS 9. This was
previously the loan receivables impairment provision.
With respect to 12 month expected credit losses for loans without significant deterioration in credit risk, an increase to loss
allowances has been recognised in the prior period consolidated financial statements, and increases to loss allowances in the prior
period comparatives have been reflected as follows:
A $21,235 reduction in opening retained has been recognised on 19 December 2019 the date of the acquisition of General
Finance Limited (refer note 21.1), in relation to the adoption of NZ IFRS 9.
4,957,000redeemablepreferenceshareswithanominalvalueof$4,974,850wereissuedduringtheyearended31March2018.
These were originally classified as compound financial instruments with $4,747,418 beingrecognisedin equity,and thebalance
being recognised as a financial liability at amortised cost. Fair value on initial recognition of the liability was $227,432, with a
carryingvalueof$237,058asat31Mar2018afterinterestexpenseof$9,626recognisedduringtheyearended31March2018.
Followingafurtherreviewofthecontractualtermsoftheagreements,itwasdeterminedthat3,457,000redeemablepreference
shareswithafacevalueof$3,475,850shouldhavebeenrecognisedasequityinstrumentsasunderthesubscriptionagreement,
the Group did not have acontractual obligation(including contingent) to deliver cash or other financialassets tothe holdersof
theseredeemablepreferenceshares.1,500,000redeemablepreferenceshareswithafacevalueof$1,500,000shouldhavebeen
recordedasafinancialliabilityatamortisedcostasunderthesubscriptionagreementtherewasacontingentobligationtodeliver
cashiftheGroupdidnotcompleteitsobligationtocompletetheacquisitiondescribedinnote21.1within180daysfromtheissue
date(notethatthetimeframewaslaterextended).Thefinancialliabilityhadafairvalueoninitialrecognitionof$1,394,746,with
thebalanceof$105,254beingrecognisedinequity.Theoverallimpactoftheadjustmentisa$1,167,314reductioninredeemable
preferenceshare(equity)asat31March2018,anincreasetothecarryingvalueofotherfinancialliabilitiesatamortisedcostof
$1,215,463 as at 31 March 2018 and an increase to interest expense (and reduction in closing retained earnings) for the year
ended 31 March 2018 of $48,149.
Asdisclosedinthe30September2018interimaccounts,theaccountingfortheacquisitions(refertonote21)wereprovisionalasthe
Groupwasstillintheprocessofcompletingitsinitialacquisitionaccounting.Thefollowingadjustmentshavebeenmadetotheinitial
accounting:
The impact of the above corrections are further illustrated in the financial statement extracts in note 4.3.
The fair value of identifiable net assets recognised on the acquisition of General Finance Limited (refer note 21.2) was revised
(increased)by$15,159(includinga$12,000increasetointangibleassetsotherthangoodwill).Goodwillinitiallyrecognisedonthe
acquisition has accordingly been reduced by $15,159.
ThefairvalueofidentifiablenetassetsrecognisedontheacquisitionofInvestmentResearchGroupLimited(refernote21.3)was
revised (decreased) by $191,226 (including a $232,130 reduction in intangible assets other than goodwill). Goodwill initially
recognised on the acquisition has accordingly been increased by $191,226.
The Group has adopted NZ IFRS 9 Financial instruments in the current period beginning 1 April 2018.
Valuation of equity securities classified as financial assets at FVTOCI
The equity securities held by the Group are required to be carried at fair value. Fair value of the investments has been estimated using
inputs for the asset or liability that are not based on observable market data (Level 3 inputs). Information on the judgements made,
assumptions and estimates are included in the following notes:
- Note 15: Financial assets at FVTOCI
- Note 6.4: Assets carried at fair value
38

GENERAL CAPITAL LIMITED (formerly Mykco Limited)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2019
NOTE 4: IMPACT OF FINALISATION OF ACQUISITION ACCOUNTING AND CHANGES IN ACCOUNTING POLICIES (CONTINUED)
(ii) Impact of the adoption of NZ IFRS 15
●
Contract balances
201920181 April 2017
$$$
Accounts receivables
19,246 8,070 -
Contract assets
- - -
Contract liabilities
- - -
Capitalised contract costs
- - -
Only the affected balances and transactions are presented in the below extract financial statements.
(i) Consolidated Statement of Financial Position (extract)
Adjustments
to acquisitionAdoption31 March
31 Marchaccountingof IFRS 92018
2018*Increase / Increase / $
$(Decrease)(Decrease)restated
Equity
Redeemable preference shares
4,747,418 (1,167,314) - 3,580,104
Retained earnings
(280,728) (48,038) (19,119) (347,885)
Total equity
5,915,193 (1,215,352) (19,119) 4,680,722

Assets
Loan receivables
8,610,506 - (26,554) 8,583,952
Other current assets
68,203 9,595 - 77,798
Deferred tax asset
32,938 - 7,435 40,373
- 50,800 - 50,800
Intangible assets and goodwill
2,707,179 (44,063) - 2,663,116
Total assets
16,384,065 16,332 (19,119) 16,381,278
Liabilities
Accounts payable and other payables
208,386 (25,121) - 183,265
Related party payables
100,000 41,342 - 141,342
Other financial liabilities
237,058 1,215,463 - 1,452,521
Total liabilities
10,468,872 1,231,684 - 11,700,556
Net assets
5,915,193 (1,215,352) (19,119) 4,680,722
4.3 Extract of consolidated financial statements illustrating the impact of the adjustments to interim accounting for acquisitions and
changes in accounting policies
The Group has adopted NZ IFRS 15 Revenue from Contracts with Customers in the current period beginning 1 April 2018.
Investments
*The 31 March 2018 comparatives disclosed in the 30 September interim accounts already reflected the impact of IFRS 9. The first column
above is prior to the adoption of IFRS 9.
Revenue streams associated with financial instruments, including interest revenue and fee revenue associated with the
origination of loan receivables are scoped out of NZ IFRS 15 and are recognised in accordance with NZ IFRS 9.
The following revenue streams are recognised in accordance with NZ IFRS 15
- Advisory fee revenue
- Yearbook and research sales
- Other fee income
As at 1 April 2017, 31 March 2018 and 31 March 2019, no contract assets, contract liabilities or capitalisedcontract costshave
beenidentified.Accordingly,despitethechangeintherevenuerecognitionpolicyfortheGroup,therehavebeennoadjustments
reflected in the consolidated financial statements in relation to the adoption of the standard. Refer to significant accounting
policies for further details on the revenue recognition policies that have been adopted.
39

GENERAL CAPITAL LIMITED (formerly Mykco Limited)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2019
NOTE 4: IMPACT OF FINALISATION OF ACQUISITION ACCOUNTING AND CHANGES IN ACCOUNTING POLICIES (CONTINUED)
(ii) Consolidated Statement of Comprehensive Income (extract)
Adjustments
Year endedto acquisitionAdoptionYear ended
31 Marchaccountingof IFRS 931 March
2018Increase / Increase / 2018
$(Decrease)(Decrease)$
restated
Interest expense
(160,983) (48,149) - (209,132)
Net interest income
230,574 (48,149) - 182,425
Other income
5,805 - - 5,805
Net revenue
291,737 (48,149) - 243,588
(31,653) - 2,939 (28,714)
Other expenses
(413,878) 111 - (413,767)
(445,531) 111 2,939 (442,481)
Loss before income tax expense
(286,653) (48,038) 2,939 (331,752)
Income tax (expense) / benefit
5,925 - (823) 5,102
Net loss after income tax expense
(280,728) (48,038) 2,116 (326,650)
Total comprehensive income
(280,728) (48,038) 2,116 (326,650)
NOTE 5: SEGMENT REPORTING
(Increase) / decrease of provision in respect of
finance receivables
ManagementhasdeterminedtheoperatingsegmentsbasedonthecomponentsoftheGroupthatengageinbusinessactivities,whichhave
discretefinancialinformationavailableandwhoseoperatingresultsareregularlyreviewedbytheGroup'schiefoperatingdecisionmaker.
The chief operating decision maker has been identified as the Board of Directors. The Board of Directors makes decisions about how
resources are allocated to the segments and assesses their performance.
Three reportable segments have been identified as follows:
- Finance
Deposittakingandresidentialmortgagelending(reportablesegmentcommencedon19December2017followingtheacquisitionofGeneral
Finance Limited).
- Research and Advisory
Providesinvestmentadvisoryservicesandproducesandsellsinvestmentresearchandpublications(reportablesegmentcommencedon19
December 2017 following the acquisition of Investment Research Group Limited).
- Corporate and Other
Corporate function and investment activities (the business of the Company was allocated to this reporting segment following the reverse
takeover transaction on 3 August 2018).
40

GENERAL CAPITAL LIMITED (formerly Mykco Limited)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2019
NOTE 5: SEGMENT REPORTING (CONTINUED)
$$$$$$
1,475,752 936 2,538 1,479,226 - 1,479,226
281,176 - - 281,176 - 281,176
- 280,320 - 280,320 - 280,320
- 43,967 - 43,967 - 43,967
23,415 - - 23,415 - 23,415
28,163 11,781 - 39,944 (11,781) 28,163
1,808,506 337,004 2,538 2,148,048 (11,781) 2,136,267
(592,791) - (47,479) (640,270) - (640,270)
(92,332) - - (92,332) - (92,332)
- (24,368) - (24,368) - (24,368)
1,123,383 312,636 (44,941) 1,391,078 (11,781) 1,379,297
19,456 - - 19,456 - 19,456
(486,670) (97,207) (19,133) (603,010) - (603,010)
(21,419) (275) - (21,694) - (21,694)
- - (103,927) (103,927) - (103,927)
- - (405,280) (405,280) - (405,280)
(34,705) - 5,103 (29,602) - (29,602)
124,765 93,971 (676,824) (458,088) - (458,088)
21,808,422 1,154,633 997,919 23,960,974 (53,290) 23,907,684
15,065,715 104,822 37,777 15,208,314 (53,290) 15,155,024
Acquisition of property, plant and equipment, intangible assets, and other non-current assets*:
$$$$$$
- - 696,928 696,928 - 696,928
- 255,875 - 255,875 - 255,875
35,212 - - 35,212 - 35,212
6,924 (262,799) 255,875 - - -
42,136 (6,924) 952,803 988,015 - 988,015
*excludes non-current finance receivables
Consolidated
Acquired through settlement
of transactions / balances
Other
Transfers / reallocations
between segments
(Increase) / decrease of
provision in respect of finance
Revenue - fee income
(finance receivables)
Total Assets
Revenue - interest income
Total Liabilities
Depreciation and
amortisation
ConsolidatedYear ended 31 Mar 2019Finance
Research and
Advisory
Corporate and
Other Total Segments Eliminations
Total Segments Eliminations
Business combinations
Personnel expenses
Revenue from contracts with
customers
- Advisory fee revenue
- Yearbook and research sales
Interest expense
Corporate and
Other
Income tax (expense) /
benefit
Year ended 31 Mar 2019Finance
Research and
Advisory
Other income
Fee and commission expense
(finance receivables)
Cost of sales
Net revenue
- Other fee income
Cost of acquiring listed shell
Net Profit After Tax
Total revenue
Acquisition expenses
41

GENERAL CAPITAL LIMITED (formerly Mykco Limited)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2019
NOTE 5: SEGMENT REPORTING (CONTINUED)
$$$$$$
390,282 72 1,203 391,557 - 391,557
57,859 - - 57,859 - 57,859
- 220,676 - 220,676 - 220,676
- 3,853 - 3,853 - 3,853
803 - - 803 - 803
5,805 67,868 - 73,673 (67,868) 5,805
454,749 292,469 1,203 748,421 (67,868) 680,553
(151,357) - (57,775) (209,132) - (209,132)
(7,332) - - (7,332) - (7,332)
- (220,500) - (220,500) - (220,500)
296,060 71,968 (56,572) 311,456 (67,868) 243,588
(28,714) - - (28,714) - (28,714)
(64,298) (45,997) - (110,295) - (110,295)
- - - - - -
5,102 - - 5,102 - 5,102
(13,658) (254,206) (58,786) (326,650) - (326,650)
15,080,519 1,324,737 503,586 16,908,842 (527,564) 16,381,278
10,143,577 532,022 1,552,521 12,228,120 (527,564) 11,700,556
Acquisition of property, plant and equipment, intangible assets, and other non-current assets*:
Finance
Research and
Advisory
Corporate and
Other Total Segments Eliminations Consolidated
$$$$$$
1,570,729 1,057,001 50,800 2,678,530 - 2,678,530
- 3,139 - 3,139 - 3,139
- 7,408 - 7,408 - 7,408
- (3,139) 3,139 - - -
1,570,729 1,064,409 53,939 2,689,077 - 2,689,077
*excludes non-current finance receivables
Year ended 31 Mar 2018
Acquired through settlement
of transactions / balances
Business combinations
Other
Transfers / reallocations
between segments
Total Assets
Total Liabilities
Income tax (expense) /
benefit
Year ended 31 Mar 2018
Consolidated
Revenue - interest income
- Yearbook and research sales
Revenue - fee income
(finance receivables)
- Advisory fee revenue
Revenue from contracts with
customers
Net revenue
Net Profit After Tax
Research and
AdvisoryFinance
Personnel expenses
Depreciation and
amortisation
(Increase) / decrease of
provision in respect of finance
- Other fee income
Corporate and
Other Total Segments Eliminations
Other income
Fee and commission expense
(finance receivables)
Cost of sales
Total revenue
Interest expense
42

GENERAL CAPITAL LIMITED (formerly Mykco Limited)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2019
NOTE 6: RISK MANAGEMENT
6.1 Credit risk
20192018
$$
Northland
2,429,642 945,678
Auckland
7,140,043 2,715,825
Waikato
1,197,481 756,743
Wellington
2,785,633 1,599,566
Other North Island
3,210,645 1,772,829
Christchurch
172,161 704,262
Other South Island
524,664 215,825
Unsecured
- 13,688
Total
17,460,269 8,724,416
20192018
Number of
Exposures
Number of
Exposures
Less than $100,000
7 10
Between $100,000 and $250,000
19 16
Between $250,000 and $500,000
11 9
Between $500,000 and $1,000,000
12 3
Between $1,000,000 and $1,500,000
2 -
Total No. of Exposures
51 38
Thefinancialconditionandoperatingresultsof theGroupareaffectedbyanumber of keyfinancialandnon-financialrisks.Financialrisks
includecreditrisk,liquidityriskandmarketrisk.Thenon-financialrisksincludefairvalueriskrelatingtotheGroup’sinvestmentscarriedat
fair value through other comprehensive income.
Creditriskistherisk of financial lossto theGroup ifa counterpartyto afinancial instrument fails tomeet itscontractual obligations, and
arises principally from the Group's loan receivables, cash and cash equivalents and accounts receivable.
Loan receivables credit exposures are concentrated in the residential property sector, particularly in the North Island and the Auckland
Market. As at 31 March 2019, advances by the Group in the North Island residential property sector represented 96.0% (March 2018:
89.3%)ofitstotalexposure,with40.9%(March2018:31.1%)beingintheAucklandmarket. Thegeographicalprofileofloanreceivablesis
analysed further as follows:
The maximum credit exposure of the Group, assuming a zero value for collateral is $20,602,360 (March 2018: 13,693,211). This includes
loans receivable of $17,460,269 (2018: $8,724,416), undrawn loan commitments of $173,528 (March 2018: $10,596), bank deposits of
$2,949,317 (2018: $4,950,129) and accounts receivable of $19,246 (2018: $8,070). Of this exposure, 85.6% is covered by collateral over
properties as disclosed in note 11 (2018: 63.7%) and 14.3% is deposited with registered New Zealand banks (2018: 36.2%).
TomanagecreditonfinancereceivablestheGroupperformscreditevaluationsonallcustomersrequiringadvances.Theapprovalprocess
considersanumberoffactorsincludingthevalueofthesecuritycomparedtothevalueoftheamounttobeborrowed("loantovaluation
ratio" or "LVR"), the creditworthiness of the borrower and their ability to repay.
TheGroupoperatesacreditrisk(lending)policywhichstipulatestheGroup'srequirementsregardingthesecurityandLVRoftheborrowing,
the credit worthiness of borrowers, geographical spread, maximum loan exposure size and credit approval authority levels. Decisions on
whether to approve or decline loans are made by the credit committee in line with the Group's credit risk policy. Loan receivables are
subjecttoregularscrutiny,asakeycomponentofcreditriskmanagement. Thisincludesareviewoftheborrower’srepaymenthistoryand
any interest arrears; any changes in the borrowers circumstances which could impact on their ability to repay either interest or principal
amounts on their due date and any movement in the security value.
Asat31March2019theGroup’sloanadvancesaresecuredasfollows:firstmortgages86.8%(March2018:87.7%),secondmortgages7.5%
(March 2018: 12.1%), combined first and second mortgages 5.8% (March 2018: 0%) and unsecured 0% (March 2018: 0.2%).
Theconcentrationof thecreditexposuretothesixlargestexposuresis30.7% (March2018:38.2%)of thetotalloanportfolio. TheGroup
haselectedtodisclosethelargestsixexposuresasthisisconsideredtoprovidea meaningfulindicationofconcentrationofcreditrisk.An
exposure is calculated as the total of all loan exposures to a single borrower or group of linked borrowers. The size of loan exposures is
analysed further as follows:
43

GENERAL CAPITAL LIMITED (formerly Mykco Limited)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2019
NOTE 6: RISK MANAGEMENT (CONTINUED)
-
-
Aging analysis – past due but not considered under-performing loans:
20192018
$$
Up to 30 Days
449,898 170,879
31 - 60 Days
177,808 581,754
61 - 90 Days
- -
91 - 120 Days
- -
120+ Days
- 717,932
Total
627,706 1,470,565
6.2 Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its obligations associated with financial liabilities as they fall due.
TheGroupisalsoexposedtocreditriskfromdepositsheldwithbanks.Asatbalancedate,theGroup'scashandcashequivalentsisheldin
New Zealand Registered Banks including 95.4% with Bank of New Zealand (2018: 77.4%), 2.8% with ASB Bank (2018: 2.1%), 0.0% with
Westpac New Zealand (2018: 20.4%), 0.2% with ANZ Bank New Zealand (2018: 0.0%) and 1.5% with Heartland Bank (2018: 0.0%).
Theprovisionforexpectedcreditlossesforperformingandunder-performingloansisdetailedandexplainedinnote11.Grosspastdueloan
receivables total $627,706 (March 2018: $1,595,265) which equates to 3.6% (March 2018: 18.3%) of total loan receivables. This balance
comprises:

Past due but not considered under-performing loans total $627,706 (March 2018: $1,470,565) which equates to 3.6% (March 2018:
16.8%) of total loan receivables.
Under-performingloanstotal$nil(March2018:$124,700)whichequatesto0%(March2018:1.4%)oftotalgrossloanreceivables.Any
interest accrued or capitalised on impaired assets has been provided for in the period it was accrued.
As at 31 March 2019 the total provision for lifetime expected credit losses for under-performing loans was $nil (March 2018: $58,949)
assessed on an individual loan basis. The Group has security over all (2018: all but 1) of its loans. The level of the impairment provision
representsonlythosecaseswherethesecurityvalue(if any),netoftheexpectedcostsofrecovery,discountedover theexpectedtimeto
recovery is not expected to cover the outstanding loan balance.
Securityheldoverthepastdueassetsisbywayoffirstorsecondmortgageoverresidentialproperties. Loansnowunsecuredandimpaired
as a result of security enforcement total $nil (March 2018: $13,688) which equates to 0.0% (March 2018: 0.2%) of total loan receivables.
Asat31 March2018, theGrouphad$842,633inover 90-daypastdueassets(March2019:$nil), asdisclosedinnote11.Ofthisamount,
$124,700 was considered to be under-performing at 31 March 2018 (March 2019: $nil).
Under-performing loans have a carrying value of $nil (March 2018: $65,751, comprising the loan value of $124,700, less allowance for
lifetime expected credit losses of $58,949). Further details on how management identifies a loan as under-performing is included in note 11.
TheGroupoperatesaliquidityriskpolicyandendeavourstomaintainsufficient fundstomeetitscommitmentsbasedon forecastedcash
flow requirements. Management has internal control processes and contingency plans to actively manage the lending and borrowing
portfoliostoensurethenetexposuretoliquidityriskisminimised.Theexposureisreviewedonanon-goingbasisfromdailyproceduresto
monthly reporting as part of the Group's liquidity management policies and processes.
44

GENERAL CAPITAL LIMITED (formerly Mykco Limited)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2019
NOTE 6: RISK MANAGEMENT (CONTINUED)
Weighted
2019
Average
Total0 - 6 7-Dec13 - 24
24+
Interest
MonthsMonthsMonthsMonths
Rate
$$$$$
Financial assets
Bank deposits
2.34%
2,975,929 2,975,929 - - -
Other financial assets
0.00%
19,246 19,246 - - -
Loan receivables
10.84%
18,328,573 11,026,087 6,219,791 743,271 339,424
Totals
21,323,748 14,021,262 6,219,791 743,271 339,424
Financial liabilities
Term deposits
5.53%
15,985,335 4,486,666 3,388,915 5,554,788 2,554,966
Other payables
0.00%
71,672 71,672 - - -
Totals
16,057,007 4,558,338 3,388,915 5,554,788 2,554,966
Net cashflow
5,266,741 9,462,924 2,830,876 (4,811,517) (2,215,542)
Weighted
2018
Average
Total0 - 6 7-Dec13 - 24
24+
Interest
MonthsMonthsMonthsMonths
Rate
$$$$$
Financial assets
Bank deposits
1.24%
4,960,835 4,960,835 - - -
Other financial assets
0.00%
8,070 8,070 - - -
Loan receivables
11.89%
9,138,575 6,718,709 1,956,086 463,780 -
Totals
14,107,480 11,687,614 1,956,086 463,780 -
Financial liabilities
Term deposits
5.60%
10,548,230 2,449,402 2,295,800 3,907,436 1,895,592
15.00%
1,500,000 1,500,000 - -
-
Other payables
0.00%
208,703 208,703 - - -
Totals
12,256,933 4,158,105 2,295,800 3,907,436 1,895,592
Net cashflow
1,850,547 7,529,509 (339,714) (3,443,656) (1,895,592)
The following tables set out the undiscounted contractual cash flows, and the undiscounted expected cash flows, of the Group’s financial
assets and liabilities. Refer to notes 10, 11 and 16 for respective interest rates. No other monetary assets and liabilities are interest bearing.
Contractual Cash Flows
Contractual Cash Flows
Other financial liabilities at
amortised cost
45

GENERAL CAPITAL LIMITED (formerly Mykco Limited)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2019
NOTE 6: RISK MANAGEMENT (CONTINUED)
2019Total0 - 6 7-Dec13 - 24
24+
MonthsMonthsMonthsMonths
$$$$$
Financial assets
Bank deposits
2,983,814 2,983,814 - - -
Other financial assets
19,246 19,246 - - -
Loan receivables
19,253,822 6,027,147 3,576,872 8,946,765 703,038
Totals
22,256,882 9,030,207 3,576,872 8,946,765 703,038
Financial liabilities
Term deposits
17,051,439 1,959,505 1,567,915 2,700,283 10,823,736
Other payables
71,672 71,672 - - -
Totals
17,123,111 2,031,177 1,567,915 2,700,283 10,823,736
Net cashflow
5,133,771 6,999,030 2,008,957 6,246,482 (10,120,698)
2018Total0 - 6 7-Dec13 - 24
24+
MonthsMonthsMonthsMonths
$$$$$
Financial assets
Bank deposits
4,980,811 4,980,811 - - -
Other financial assets
8,070 8,070 - - -
Loan receivables
9,616,405 3,814,432 1,262,212 4,322,731 217,030
Totals
14,605,286 8,803,313 1,262,212 4,322,731 217,030
Financial liabilities
Term deposits
11,728,899 1,161,059 1,097,835 1,950,533 7,519,472
Other payables
208,703 208,703 - - -
Totals
11,937,602 1,369,762 1,097,835 1,950,533 7,519,472
Net cashflow
2,667,684 7,433,551 164,377 2,372,198 (7,302,442)
-
Redeemable preferences shares (other financial liabilities at amortised cost) were expected to be converted to equity at 31 March 2018.
-
60% of maturing deposit holders reinvest (March 2018: 60%)
-
Reinvestments are made for a weighted average 24-month term (March 2018: 24 months)
-
6.3 Market risk
Expected Cash Flows
50%ofloans(March2018:50%)notpastduerepayonexistingcontractualmaturitydate,withthebalancerolledoverattheirexisting
interest rates and repaid after a further 12 months.
Expected Cash Flows
The table above shows management’s expected maturities of existing financial assets and liabilities. In determining the expected cash flow,
the following assumptions have been made based on management’s best estimate having regard to current market conditions and past
experience:
Market risk is the risk that changes in market prices, such as interest rates will affect the Group's income or the value of its holdings of
financial instruments.
InterestrateriskistheriskoflosstotheGrouparisingfromadversechangesininterestrates.TheGroup'sfinancingactivitiesareexposed
tointerestrateriskinrespectofitsinterestearningassetsandinterestbearingliabilities.ChangestointerestratescanimpacttheGroup's
financialresultsbyaffectingtheinterestspreadearnedontheseassetsandliabilities.Interestratesforfinancereceivables,termdeposits,
andbankdeposits(otherthanthoseoncall)arefixedfor thetermoftheir respectivecontracts.Interestratesarerepricedoncontractual
maturity dates of the financial instruments. There is a risk that different financial instruments (such as finance receivables and term
deposits) are repriced on different dates, i.e. a repricing risk (refer to contractual cash flows under liquidity risk for repricing dates).
46

GENERAL CAPITAL LIMITED (formerly Mykco Limited)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2019
NOTE 6: RISK MANAGEMENT (CONTINUED)
The table below summarises the sensitivity of the Group’s financial assets and liabilities to interest rate risk.
Carrying
2019
Amount -1% Profit -1% Equity +1% Profit +1% Equity
Financial Assets
$ $ $ $ $
Cash and cash equivalents
2,949,317 (29,493) (21,235) 29,493 21,235
Finance Receivables
17,460,269 (174,603) (125,714) 174,603 125,714
Financial Liabilities
Term Deposits
14,928,161 149,282 107,483 (149,282) (107,483)
Total increase / (decrease)
(54,814) (39,466) 54,814 39,466
Carrying
2018
Amount -1% Profit -1% Equity +1% Profit +1% Equity
Financial Assets
$ $ $ $ $
Cash and cash equivalents
4,950,129 (49,501) (35,641) 49,501 35,641
Finance Receivables
8,724,416 (87,244) (62,816) 87,244 62,816
Financial Liabilities
Term Deposits
9,862,510 98,625 71,010 (98,625) (71,010)
Other financial liabilities at amortised cost
1,452,521 14,525 10,458 (14,525) (10,458)
Total increase / (decrease)
(23,595) (16,989) 23,595 16,989
6.4 Assets carried at fair value
Level 1 Fair value is calculated using quoted prices in active markets.
Level 2
Level 3 Fair value is estimated using inputs for the asset or liability that are not based on observable market data.
2019
Note Level 1 Level 2 Level 3 Total
Fair value assets
$$
$ $
15
- - 190,483 190,483
2018
Level 1 Level 2 Level 3 Total
Fair value assets
$$
$ $
15
- - 50,800 50,800
Refer to the note annotated for more detail on the valuation methodology.
Fair value is estimated using inputs other than quoted prices in level 1 that are observable for the assets or liability,
either directly (as prices) or indirectly (derived from prices).
Financial assets at fair value through other
comprehensive income - investment in equities
Financial assets at fair value through other
comprehensive income - investment in equities
47

GENERAL CAPITAL LIMITED (formerly Mykco Limited)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2019
NOTE 7: OTHER EXPENSES
Included in other expenses are the following amounts:
20192018
$$
Directors fees
118,783 17,666
Audit fees - Baker Tilly Staples Rodway
126,893 60,375
Taxation compliance - Baker Tilly Staples Rodway
12,813 1,932
Total remuneration paid to auditors
139,706 62,307
NOTE 8: TAXATION
8.1 Income tax
20192018
$$
Net operating loss before taxation
(428,487) (331,752)
Income tax benefit at prevailing rates
119,976 92,891
Tax impact of expenses not deductible for tax purposes
(160,961) (16,308)
Recognition of previously unrecognised deferred tax in respect of timing differences
1
10,027 -
Losses not recognised
2
- (71,481)
Over provision in prior year
1,357 -
Taxation expense per the statement of comprehensive income
(29,601) 5,102
Comprising:
- Current tax
(27,636) (20,805)
- Deferred tax
(1,965) 25,907
(29,601) 5,102
8.2 Deferred tax asset
20192018
$$
Balance at beginning of year
40,373 -
Acquisition of General Finance Limited (note 21.2)
- 14,465
Increase / (decrease) in provision for expected credit losses
(8,917) 16,298
Increase / (decrease) in accrued expenses
(3,075) 9,610
Recognition of previously unrecognised deferred tax
10,027 -
38,408 40,373
Deferred tax attributed to:
Accrued expenses
23,384 16,432
Allowance for expected credit losses
15,024 23,941
38,408 40,373
2
Losses not recognised in the previous year relate to losses incurred by Group entity Investment Research Group Limited up to 31 March
2018from thedateitwasacquiredbytheGroup(refer note21.3).Thelossesareunabletobecarriedforwardtothe31March2019tax
year astheconversionof theredeemablepreferencesshares(describedinnote18)resulted ina breachof greater than 49%shareholder
continuityinrespectofthelosscarryforwardrulesintheIncomeTaxAct2007. Asat31March2019therearenolossesthatcanbecarried
forward to future years.
1
Recognition of previously unrecognised deferred tax related to deferred tax not previously recognised by the Company (General Capital
Limited)inrespectofaccruedexpenses.Deferredtaxhasbeenrecognisedinthecurrentperiodonthebasisthattaxablelossesincurredin
the Company can be offset with taxable income of other entities within the Group.
48

GENERAL CAPITAL LIMITED (formerly Mykco Limited)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2019
NOTE 8: TAXATION (CONTINUED)
8.3 Imputation credit account
20192018
$$
Balance at beginning of year
35,037 -
Tax Paid
142,451 35,037
Credits attached to dividends received
142 -
Imputation credits written off due to change in shareholder continuity
1
(104,398) -
73,232 35,037
NOTE 9: EARNINGS PER SHARE
20192018
CentsCents
(0.46) (4.14)
(0.36) (1.39)
20192018
Basic earnings per share
$$
(458,088) (326,650)
(458,088) (326,650)
20192018
NumberNumber
98,942,264 7,885,601
Adjustments for calculation of diluted earnings per share:
- Redeemable preference shares27,619,996 15,586,348
126,562,260 23,471,949
NOTE 10: CASH AND CASH EQUIVALENTS
20192018
$$
Bank deposit and current accounts
799,317 2,438,782
Short term bank deposit (original maturity of less than 150 days)
2,150,000 2,511,347
2,949,317 4,950,129
Interest Rates: Between 0.00% and 2.50% (on call) and between 2.94% - 3.23% (short term bank deposit).
There is no overdraft facility (March 2018: Nil)
Theweightedaveragenumberofsharesuptothedateofthereverseacquisitionon3August2018(refernote21.1),isrepresentedbythe
weightedaveragenumberofCorporateHoldingsLimitedsharesonissueduringthisperiod,multipliedbytheconversionratioof16.27.The
conversionratioisthenumberofordinarysharesthatwereissuedbytheCompanyforeachCorporateHoldingsLimitedshareacquiredon
the acquisition date. Diluted earnings per share up to the date of the reverse acquisition reflects the dilutive impact of the Corporate
HoldingsLimitedredeemablepreferencessharesthatwereissuedduringtheyearended31March2018.Theredeemablepreferenceshares
converted to ordinary shares in Corporate Holdings Limited on 3 Aug 2018 before being acquired by the Company.
Weighted average number of ordinary shares used as the
denominator in calculating basic earnings per share
Basic earnings per share from attributable to the ordinary equity
holders
Profit / (loss) attributable to the ordinary equity holders of the
company used in calculating basic earnings per share:
Profit / (loss) attributable to the ordinary equity holders of the
company used in calculating diluted earnings per share:
Weighted average number of ordinary shares used as the
denominator in calculating diluted earnings per share
Diluted earnings per share from attributable to the ordinary equity
holders
1
Shareholder continuity breached by greater than 66% on conversion of redeemable preference shares in Corporate Holdings Limited (refer
to note 18).
49

GENERAL CAPITAL LIMITED (formerly Mykco Limited)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2019
NOTE 11: LOAN RECEIVABLES
20192018
$$
First mortgage advances
15,152,307 7,651,223
Second mortgage advances
1,301,526 1,059,505
Combined first and second mortgage advances
1
1,006,436 -
Unsecured advances
- 13,688
17,460,269 8,724,416
Less deferred fee income and expenditure
(129,407) (54,961)
Less allowance for 12-month expected credit losses
(53,658) (26,554)
Less allowance for lifetime expected credit losses
- (58,949)
Net carrying value
17,277,204 8,583,952
Current portion
16,298,686 8,145,777
Non-current portion
978,518 438,175
17,277,204 8,583,952
Interest rate: Between 8.95% and 16.50% (2018: Between 8.95% and 16.50%).
Effective interest rate: Between 10.04% and 20.34% (2018: Between 11.14% and 25.25%).
For loans that are in default, an additional 10% interest is charged.
Borrower payment terms are profiled as follows:
20192018
$$
Principal only
- 13,688
Principal and interest paid monthly
- 61,187
Interest only paid monthly
15,300,772 8,474,380
Interest capitalised
2,159,497 175,161
Total loan receivables
17,460,269 8,724,416
1
Loanadvancesecuredbyfirstmortgageoveronepropertyandsecondmortgageoveranotherproperty. Classifiedasasecondmortgage
for the purposes of calculating General Finance Limited's (subsidiary entity) capital ratio in accordance with the Deposit Takers (Credit
Ratings, Capital Ratios, and Related Party Exposures) Regulations 2010.
Loanreceivablesrepresentloansatcommercialinterestrates. Currentloanreceivablesarecontractuallyrepayablewithin12months.Non-
current loan receivables are contractually repayable within 12 months to 4 years.
At year end there was $173,528 in outstanding loan commitments including future capitalised interest (March 2018: $10,596).
The core lending activity of the Group is providing, through a broker network, short term and bridging finance secured by mortgage over
residentialproperty. Themajorityofloansareenteredintowithamaturitydatewithin12months,withaproposalthatrepaymentwillbe
fundedbythesaleofthesecuredpropertyorthroughrefinancingbytheborrower.TheGroup’slendingpolicyallowsforamaximum“loan
to security value” of 70% (excluding fees and charges) on advances.
At balance date, 40.7% (March 2018: 57.9%) of loans by number and 31.4% (March 2018: 59.7%) by value represent loans that have been
rolled over and are into their second or subsequent credit periods.
Where loans have been rolled over, their classification in these consolidated financial statements as current or non-current, or as past due, is
based on payment due dates as per the terms of the extended contract, and not as per the original or preceding contract.
50

GENERAL CAPITAL LIMITED (formerly Mykco Limited)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2019
NOTE 11: LOAN RECEIVABLES (CONTINUED)
Credit risk – loan receivables
-
The loan to valuation ratio of the loan.
-
Any known changes to the secured property which may impact on the value of the security.
-
Current and forecast economic data including property values, interest rates, regional economic activity and employment data.
-
Defaults in contractual payments by the borrower, or changes in the expected payment ability of the borrower.
-
Other adverse items.
Category 1 – Performing loans
Category 2 – Under-performing loans
Reconciliation of movement in allowance for 12-month expected credit losses for performing loans
20192018
$$
Balance at beginning of period
26,554 -
Acquisition of General Finance Limited (refer note 21.2)
- 29,494
Increase due to new loans advanced
41,010 10,701
Decrease due to repaid loans
(13,906) (13,298)
Decrease due to transfers to under-performing loans
-(343)
Balance at end of period
53,658 26,554
Reconciliation of movement in allowance for lifetime expected credit losses for under-performing loans
20192018
$$
Balance at beginning of period
58,949 -
Acquisition of General Finance Limited (refer note 21.2)
- 27,296
Additional allowance for lifetime expected credit losses
- 45,261
Reversals of previously recognised lifetime expected credit losses
(46,561) (13,608)
Bad debts written off
(12,388) -
Balance at end of period
- 58,949
Under-performing loans are those where there has been a significant increase in credit risk. Generally, these loans have a loan to valuation
ratio above 85% or there are other indicators that a loss is more likely to be incurred than when the loan was originated. The provision is
based on the lifetime expected credit losses of the loans.
Allowances for lifetime expected credit losses for under-performing loans are calculated on an individual basis. The allowances are
probability weighted losses which are determined by evaluating a range of possible future outcomes and are discounted using the original
effective interest rate of the loans.
The provision is based on the 12 month expected credit losses of the loans, or where the loans are less than 12 months from maturity, the
expected losses for the lifetime of the loan (loans normally have a contractual maturity period of between 3 months and 24 months).
Management have calculated the allowance for 12-month expected losses based on average historical annual write offs and have given due
consideration to current and forecasted economic factors. Accordingly, an allowance of 0.31% has been recognised for performing loans
(March 2018: 0.31%).
The Group considers the probability of default upon initial recognition of loan receivables and whether there has been a significant increase
in credit risk on an ongoing basis throughout each reporting period. To assess whether there is a significant increase in the credit risk, the
Group compares the risk of a loss being incurred on the loan receivable as at the reporting date with the risk of default as at the date of
initial recognition. It considers available reasonable and supportive forward looking information. The following key indicators are considered:
Performing loans are those where there has been no significant increase in credit risk. Generally, these loans have a loan to valuation ratio
below 85%, all contractual payment obligations have been met by borrowers, and there are no other indicators that a loss is more likely to
be incurred than when the loan was first originated. The presumption that loans which are 30 days past due have a significant increase in
credit risk since initial recognition is able to be rebutted by management where the loan to valuation ratio has not increased significantly (for
instance above 85%) and there are no other adverse factors.
51

GENERAL CAPITAL LIMITED (formerly Mykco Limited)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2019
NOTE 11: LOAN RECEIVABLES (CONTINUED)
Reconciliation of movement in performing loans
20192018
$$
Balance at beginning of period
8,599,716 -
Acquisition of General Finance Limited (refer note 21.2)
- 9,551,879
Advances
13,364,314 3,465,676
Repayments
(4,503,761) (4,306,827)
Transfers to under performing loans
- (111,012)
Bad debts written off
- -
Balance at end of period17,460,269 8,599,716
Reconciliation of movement in under-performing loans
20192018
$$
Balance at beginning of period
124,700 -
Acquisition of General Finance Limited (refer note 21.2)
- 438,444
Additions to under-performing loans
- 111,012
Repayments
(112,312) (424,756)
Bad debts written off
(12,388) -
Balance at end of period- 124,700
NOTE 12: INVESTMENT IN SUBSIDIARIES
Subsidiary
20192018
Corporate Holdings Limited (CHL)Holding company
100.0%6.4%
General Finance LimitedFinance
100.0%6.4%
Investment Research Group LimitedResearch and advisory
100.0%6.4%
Commercial and General Finance LimitedDormant
100.0%6.4%
General Finance & Investments LimitedDormant
100.0%6.4%
General Finance & Leasing LimitedDormant
100.0%6.4%
General Leasing LimitedDormant
100.0%6.4%
General Loan and Finance LimitedDormant
100.0%6.4%
Mykco Limited (previously named General Capital Limited) Dormant
100.0%6.4%
All subsidiaries have a 31 March balance date.
Ownership Interest Held
Theownershipinterestsabovearefrom theperspectiveof thelegalparent, GeneralCapitalLimited(GCL).At31 March2018, GCLowned
6.4% oftheordinarysharesof CHL, theacquirer for accountingpurposes.Alloftheaboveentities(other thanCHL)wereowned 100% by
CHL at 31 March 2018. Refer to note 21 for further details on the business combinations.
52

GENERAL CAPITAL LIMITED (formerly Mykco Limited)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2019
NOTE 13: PROPERTY, PLANT AND EQUIPMENT
Office
Equipment
$
Cost
At 1 April 2017
-
Additions
7,040
At 31 March 2018
7,040
Additions
2,629
At 31 March 2019
9,669
Accumulated depreciation
At 1 April 2017
-
Depreciation charge for the year
-
At 31 March 2018
-
Depreciation charge for the year
3,493
At 31 March 2019
3,493
Net book value
At 31 March 2018
7,040
At 31 March 2019
6,176
NOTE 14: INTANGIBLE ASSETS
Bartercard
Trade
GoodwillLicencesDollars SoftwareTotal
$$$$$
Year ended 31 March 2018
Opening net book amount
- - - -
-
Additions
- - 2,279 33,107
35,386
1,323,729 247,000 - -
1,570,729
1,027,001 30,000 - -
1,057,001
Closing net book amount
2,350,730 277,000 2,279 33,107 2,663,116
At 31 March 2018
Cost
2,350,730 277,000 2,279 33,107 2,663,116
- - - - -
Net book amount
2,350,730 277,000 2,279 33,107 2,663,116
Acquisition of Investment Research Group
Limited (Note 21.3)
Acquisition of General Finance Limited (Note
21.2)
Accumulated amortisation and impairment
53

GENERAL CAPITAL LIMITED (formerly Mykco Limited)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2019
NOTE 14: INTANGIBLE ASSETS (CONTINUED)
Bartercard
Trade
GoodwillLicencesDollars SoftwareTotal
$$$$$
Year ended 31 March 2019
Opening net book amount
2,350,730 277,000 2,279 33,107
2,663,116
Additions
- - 5,795 32,742
38,537
- - 693,313 -
693,313
Disposals
- - (110,209) -
(110,209)
Amortisation charge
- - - (18,201)
(18,201)
Closing net book amount
2,350,730 277,000 591,178 47,648 3,266,556
At 31 March 2019
Cost
2,350,730 277,000 591,178 65,849 3,284,757
- - - (18,201) (18,201)
Net book amount
2,350,730 277,000 591,178 47,648 3,266,556
Impairment testing for cash-generating units (CGU) containing brands and licences
Goodwill
Allocated to the finance CGU
1,323,729 1,323,729
Allocated to the research and advisory CGU
1,027,001 1,027,001
2,350,730 2,350,730
Licences with an indefinite useful life
Allocated to the finance CGU
247,000 247,000
Allocated to the research and advisory CGU
30,000 30,000
277,000 277,000
Finance CGU
Total Assets Total Liabilities Revenue ExpenditureFCFE
Year one growth assumptions62.5%80.4%81.0%58.2%283.7%
Year two growth assumptions18.0%18.6%35.0%22.5%84.9%
Year three growth assumptions7.9%6.3%11.5%8.3%19.8%
Year four growth assumptions7.6%5.9%6.3%4.9%9.5%
Year five growth assumptions5.0%2.8%4.7%3.8%6.6%
The aggregate carrying amounts of goodwill and indefinite life licences are outlined above. Goodwill primarily relates to growth
expectations,expectedfutureprofitabilityandtheworkforceoftheCGU's.Managementhaveassessedthatthereisnoforeseeablelimitto
theperiodoftimeoverwhichthegoodwillandlicencesareexpectedtogeneratenetcashinflowsfortheGroupandassuchtheyhavebeen
assessed as having an indefinite useful life.
The recoverable amount of the CGUs has been determined based on value in use calculations. These calculations use pre-tax cash flow
projections based on financial budgets approved by management covering a five year period. Cash flows beyond the five year period are
extrapolated using the estimated long term growth rates stated below. The growth rate does not exceed the long term average for the
products, industries or country in which the CGUs operate. For each of the CGU's with goodwill and indefinite life licences, the key
assumptions, long term growth rate and discount rate used in the value in use calculations are as follows.
Pre-taxfreecashflowstoequityholders(FCFE)havebeenforecastedbasedongrowthinthenon-bankdeposittaking/residentiallending
business within the current constraints of the licence / trust deed. The forecasted growth in net cash flows is driven primarily by the net
interestandfeemarginfromforecastedgrowthindepositfundingandtheloanbook.Forreferencepurposes,pre-taxFCFEwas$173,925in
2019. Significant expenditure has been incurred since the business was purchased by the Group to ensure that the business has the
capacity and resources to allow from the growth.
Reverse Acquisition (Note 21.1)
Accumulated amortisation and impairment
54

GENERAL CAPITAL LIMITED (formerly Mykco Limited)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2019
NOTE 14: INTANGIBLE ASSETS (CONTINUED)
Forecast assumptions
Terminal growth beyond year 5
2.0%
Pre-tax discount rate (cost of equity)14.2%
Research and advisory CGU
Forecast assumptions
Yearly growth in FCFF (years one - five)5.0%
Terminal growth beyond year five
2.0%
Pre-tax discount rate (cost of equity)16.0%
Bartercard trade dollars
NOTE 15: INVESTMENTS
Note
20192018
$$
Investment in Barter Investments Limited1935,938 50,800
Investment in Sports & Education Corporation Limited19154,545 -
190,483 50,800
Bartercard trade dollars comprise the balance of Bartercard Trade Dollars on hand at period end net of accumulated impairment losses.

Fortheyearsended31March2018and31March2019itwasdeterminedthatthefairvaluelesscostsofdisposaloftheBartercardtrade
dollarswasequivalenttothecarryingvalueoftheassets.Fairvaluelesscostsofdisposalwasdeterminedbasedonthefactthatallmarket
participants(beingotherBartercardmembers)acceptthetermsandconditionsofBartercardwhichstipulatethataBartercardTradeDollar
isequivalenttoaNewZealanddollaratthedateofexchangeinrespectoffuturepurchasesorgoodsandservices.Inaddition,asthereare
no significant disposal costs associated with settling transactions in Bartercard trade dollars, management have determined that the fair
value less costs of disposal are equal to the carrying value of bartercard trade dollars.
In assessing the impairment of the goodwill and licences in the finance CGU, a sensitivity analysis for reasonable possible changes in
assumptions was performed. This included decreasing and increasing the years 1-5 forecasted cash flows (based on the above growth
assumptions)by25%,decreasingandincreasingtheterminalgrowthrateby0.5%,anddecreasingandincreasingthediscountrateby1%.
These reasonably possible changes in assumptions did not result in an impairment to the CGU.
Pre-tax free cash flows to the firm (FCFF) has been forecasted based on expected revenue and expenditure growth in the research and
advisory business.
In assessing the impairment of the goodwill and licences in the research and advisory CGU, a sensitivity analysis for reasonable possible
changesinassumptionswasperformed.Thisincludeddecreasingandincreasingtheyears1-5forecastcashflowsby100%,decreasingand
increasingtheterminalgrowthrateby0.5%,anddecreasingandincreasingthediscountrateby1%.Areductioninforecastedcashflowsby
100% would result in an impairment of $1,049,811 to the CGU. An increase in the discount rate by 1% would result in an impairment of
$10,226 to the CGU. The other sensitivity movements did not result in an impairment to the CGU.
Management have determined that a 100% reduction in forecasted cash flows is a reasonably possible change. This is because the cash
flowsoftheresearchandadvisorygrouprelymostsignificantlyonsecuringandcompletingoneormoreadvisoryprojectsperyear.Should
thisnotbeachieved,thenthenetcashflowsoftheCGUmaybebreakevenornegative(netcashoutflow)intheforecastyears.Theforecast
has been developed based on historical performance and current advisory opportunities. As at the date of these consolidated financial
statements there are no known adverse factors which would impact on the ability of the CGU to achieve the forecasts.
The 3.72% stake in Barter Investments Limited is held by Investment Research Group Limited. The investment in the unlisted investment
holdingscompanyisclassifiedasafinancialassetatfairvaluethroughothercomprehensiveincome.Thisequityisnotquotedinanactive
market. The fair value of this equity security is based on the Group's share of the entity's net assets at reporting date as reported in the
entity'sfinancialstatements(valuationtechnique).Themajorityoftheentity'sassetsandliabilitiesarereportedintheirfinancialstatements
at either their fair value or their carrying value which approximates their fair value (the significant unobservable inputs). The inter-
relationshipbetweenkeyunobservableinputsandfairvaluemeasurementisthatanincrease/(decrease)inthenetassetswouldincrease/
(decrease)thefairvalueoftheinvestment.Alossof$14,862hasbeenrecognisedinothercomprehensiveincomeduringtheyearinrelation
to the fair value of the investment (2018: $nil).
55

GENERAL CAPITAL LIMITED (formerly Mykco Limited)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2019
NOTE 15: INVESTMENTS (CONTINUED)
NOTE 16: TERM DEPOSITS
20192018
$$
Gross term deposit liability
14,928,161 9,862,510
Less deferred commission expenditure
(27,703) (8,418)
Net carrying value
14,900,458 9,854,092
Contractual repayment terms:
On call
74,980 105,243
Within 12 months
7,253,613 4,217,742
Greater than 12 months
7,571,865 5,531,107
14,900,458 9,854,092
Repayment Terms:On call up to 5 years
Interest Rate:3.75% - 6.75% and 2.00% on call (March 2018: 4.00% - 7.00% and 2.00% on call)
Effective Interest Rate:3.80% - 6.75% and 2.00% on call (March 2018: 4.07% - 7.19% and 2.00% on call)
Security:
Further analysis of gross deposit funding is as follows:
Concentration of funding
20192018
$$
Auckland
5,862,443 4,642,865
Wellington
1,312,135 984,181
Other North Island
4,220,147 3,106,837
South Island
880,321 950,475
Overseas *
2,653,115 178,152
Total gross term deposit liability14,928,161 9,862,510
*The largest deposit holder resides overseas and is a director of the Company (refer to note19).
First ranking security interest over the assets and undertakings of General Finance Limited in favour of the
Trustee(subjectonlytoanypriorsecurityinterestspermittedbytheTrustDeedandpreferentialclaimsgiven
priority by operation of law).
TheGrouphasatotalof 222depositorsasat 31 March2019 (March2018: 170). Asatbalancedate,thelargestdeposit theGrouphasis
$628,149(March2018:$300,000)whichrepresents4.21%(March2018:3.04%)oftotaldeposits.Asatbalancedatethelargestaggregate
deposits under a single deposit holder totals $2,633,389 (March 2018: $600,000) which represents 17.64% (March 2018: 6.08%) of total
depositsandhaveaweightedaveragematuritydateof6.43monthsfrombalancedate(March2018:3.25monthsfrombalancedate).The
largest deposit holder at 31 March 2019 is a director of the Company (refer to note 19).
The0.96% stakeinSports&EducationCorporationLimitedisheldbyInvestmentResearchGroupLimitedandwasacquiredinlateMarch
2019 as a portion of revenue for the completion of an advisory project. The investment in the Unlisted Securities Exchange (USX) listed
companywhichownsvariousbrandsintheinternationalsportsandeducationsectorsisclassifiedasafinancialassetatfair valuethrough
othercomprehensiveincome.TheequitysecuritiesarequotedontheUnlistedSecuritiesExchangeinNewZealand,howevertherehasnot
beensignificanttradingactivityinthesecuritiessinceitwaslistedinDecember2018.Thefair valueof theequitysecurityis estimatedby
Managementtobe$0.50persharebasedonthequotedprice(latesttradedprice)ofthesecurityof$0.75pershareatreportingdate(an
observable input) and a risk adjustment of -33% per share (a significant unobservable input). The risk adjustment is estimated by
managementandrepresentstheexpecteddiscounttothequotedpricerequiredforthesignificantmeasurementuncertainty(thelowlevel
oftradinginthesecuritycomparedtoothersimilarquotedsecurities).Managementhaveestimatedthediscountwithreferencetopublicly
availableinformationincludingthe31March2018financialstatementsandthelistingprofileoftheentity.Theinter-relationshipbetween
thekeyunobservableinputandfair valuemeasurement isthatanincrease/(decrease) intheriskadjustment(anincreasebeingahigher
discount) would (decrease) / increase the fair value of the investment. There have been no amounts recognised in other comprehensive
income during the year in relation to fair value movements of the investment (2018: $nil).
56

GENERAL CAPITAL LIMITED (formerly Mykco Limited)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2019
NOTE 16: TERM DEPOSITS (CONTINUED)
Contractual maturity of funding
20192018
$$
Maturing in 0 - 6 months4,190,400 2,207,958
Maturing in 6 - 12 months3,141,478 2,115,504
Maturing in 12 - 24 months5,185,710 3,702,957
Maturing after 24 months2,410,573 1,836,091
Total gross term deposit liability14,928,161 9,862,510
Profile of deposit holders
2019201920182018
$$
Deposits over $200,000
12
6,165,149
9
3,201,608
Deposits $100,000 - $200,000
18
2,598,273
14
2,007,821
Deposits $50,000 - $100,000
44
3,159,596
27
1,969,236
Deposits $20,000 - $50,000
60
1,913,651
58
1,884,047
Deposits $10,000 - $20,000
48
775,251
38
605,606
Deposits under $10,000
40
316,241
24
194,192
Total gross term deposit liability
222
14,928,161
170
9,862,510
NOTE 17: OTHER FINANCIAL LIABILITIES
Redeemable preference shares - type 2
20192018
$$
Balance at beginning of period
1,452,521 -
Fair value of redeemable preference shares issued- 1,394,746
Unwind of discount47,479 57,775
Conversion to ordinary shares in Corporate Holdings Limited(1,500,000) -
- 1,452,521
Refer to note 18 for further details on the terms of the type 2 redeemable preference shares.
NOTE 18: SHARE CAPITAL, WARRANTS AND REDEEMABLE PREFERENCE SHARES
NoteNumber$Number$
Ordinary shares(a)
153,845,313 9,573,495 19,616,874 1,448,503
Redeemable preference shares - type 1(b)
- - 3,457,000 3,474,850
Redeemable preference shares - type 2(c)
- - 1,500,000 105,254
- - 4,957,000 3,580,104
153,845,313 9,573,495 24,573,874 5,028,607
20192018
As described in note 21.1, these consolidated financial statements have been prepared as a continuation of the financial statements of
CorporateHoldingsLimited(CHL),assuchthecarryingamountofsharecapitalreflectsthevalueofsharesissuedbyCHL(uptothedateof
thereverseacquisitiontransactiondescribedinnote21.1).HoweverasGeneralCapitalLimited(formerlyMykcoLimited)isthelegalparent
oftheGroup,andthelistedentity,thenumberofordinarysharesshownbelowrepresentthenumberofsharesonissuebyGeneralCapital
Limited.
57

GENERAL CAPITAL LIMITED (formerly Mykco Limited)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2019
NOTE 18: SHARE CAPITAL, WARRANTS AND REDEEMABLE PREFERENCE SHARES (CONTINUED)
Number$
Balance at 1 April 2017
19,616,874 1,000
- 1,455,000
- (7,497)
Balance at 31 March 2018
19,616,874 1,448,503
Conversion of redeemable preference shares to ordinary shares - equity portion
- 3,580,104
Conversion of redeemable preference shares to ordinary shares - financial liability portion
- 1,500,000
Ordinary shares issued on reverse acquisition transaction (note 21.1)
104,323,240 1,121,259
27,502,221 1,856,400
2,402,978 162,200
- (94,971)
Balance at 31 March 2019
153,845,313 9,573,495
Number$Number$
Balance at 1 April 2017
- - - -
3,457,000 3,474,850 1,500,000 105,254
Balance at 31 March 2018
3,457,000 3,474,850 1,500,000 105,254
(3,457,000) (3,474,850) (1,500,000) (105,254)
Balance at 31 March 2019
- - - -
(a) Ordinary shares
(i)
Shareholder Purchase Plan
(ii)
Placements
(b) Redeemable preference shares - type 1
Redeemable preference shares -
type 2
Conversion of redeemable preference shares to ordinary shares
Transaction costs arising on
Ordinary shares issued during the year
Transaction costs arising on shares issued
Ordinary shares issued - placements
Ordinary shares issued - share purchase plan
Redeemable preference shares issued during the period
Ordinary shares
Corporate Holdings Limited issued 3,100,000 type 1 redeemable preference shares at an issue price of $1.00 per share on 15 December
2017 and a further 357,000 type 1 redeemable preference shares on 26 January 2018 at an issue price of $1.05 per share .
The terms of the subscription agreement entitled Corporate Holdings Limited to convert the preference shares into ordinary Corporate
HoldingsLimitedShares(ona1:1basis) or to repaythe holder. The Groupdid nothave acontractual obligation(including contingent) to
delivercashorotherfinancialassetstotheholdersoftheseredeemablepreferenceshares,assuchtheyhaveaccordinglybeenrecordedas
equity instruments. The shares were converted to ordinary shares in Corporate Holdings Limited on 3 August 2018 prior to the reverse
acquisition transaction described in note 21.1.
1,037,037ordinaryshareshavebeenissuedtoDirectorsandSeniorManagersforanaggregatesubscriptionvalueof$70,000.(referto
note 19)
Redeemable preference shares -
type 1
7,850,111ordinaryshareshavebeenissuedtoBorneoCapitalLimited(Borneo)foranaggeratesubscriptionvalueof$529,883toallow
Borneo to maintain its current 26.25% shareholding in the Company. (refer to note 19)
2,402,978 ordinary shares have been issued to 39 shareholders with an aggregate subscription value of $162,200.
The Company issued shares at 6.75 cents per share on 7 December 2018 in relation to a share purchase plan and placement of shares.
Further details of these transactions is included below:
AllordinarysharesrankequallyandentitletheholdertoparticipateindividendsandtoshareintheproceedsofwindinguptheCompanyin
proportiontothenumber ofandamountspaidonthesharesheld.Onevoteisattachedtoeachfully-paidordinaryshare.Shareshaveno
par value. The Company is listed on the NZAX at 31 March 2019 - the secondary market of the New Zealand Stock Exchange, and
subsequently migrated to the NZX main board on 1 July 2019.
Duringtheyearended31March2018455,000shareswereissuedforconsiderationof$455,000and1,000,000shareswereissuedatafair
value of $1,000,000 as part of the consideration paid for theacquisition of Investment ResearchGroup (refer to note21.3). Theseshares
were issued to related parties as detailed in note 19.
AsdetailedinNote21.1, theacquisitionofCorporateHoldingsLimitedwassettledon3August2018 bytheissueof104,323,240ordinary
shares in General Capital Limited at a fair value of $1,121,259.
18,615,073 ordinary shares have been issued to wholesale investors for an aggregate subscription value of $1,256,518.
58

GENERAL CAPITAL LIMITED (formerly Mykco Limited)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2019
NOTE 18: SHARE CAPITAL, WARRANTS AND REDEEMABLE PREFERENCE SHARES (CONTINUED)
(c) Redeemable preference shares - type 2
(d) Warrants
Number$Number$
Balance at 1 April 2017
- - -
-
Balance at 31 March 2018
- - - -
153,845,313 - 307,690,626
-
Balance at 31 March 2019
153,845,313 - 307,690,626 -
On 11 December 2018 the company issued the following warrants:
-
-
NOTE 19: RELATED PARTY BALANCES AND TRANSACTIONS
The Group had dealings with the following related parties during the reporting periods:
Related partyRelationship
Directors (Refer to Director Profiles)Directors
Alistair WardDirector of Subsidiary (General Finance Limited)
Donald HattawayDirector of Subsidiary (General Finance Limited)
Garth WardDirector of Subsidiary (Corporate Holdings Limited)
Gregory PearceDirector of Subsidiary (General Finance Limited)
Robert HartDirector of Subsidiary (General Finance Limited)
Almond Draw LimitedCommon Director
Barter Investments LimitedCommon Director
Borneo Capital LimitedCommon Director
Campbell MacPherson LimitedCommon Director
Equity Investment Advisers LimitedCommon Director
Moneyonline LimitedCommon Director
Pegasus Golf Limited
Snowdon Peak LimitedCommon Director
Sports & Education Corporation Limited
2
Common Director
Major shareholders, directors, directors of subsidiaries and closely related persons or entities to them are considered related parties of the
Group.
Common Director with Sports & Education Corporation Limited
2
(parent company of
Pegasus Golf Limited)
Corporate Holdings Limited issued 1,500,000 type 2 redeemable preference shares at an issue price of $1.00 per share on 15 December
2017.
ThetermsofthesubscriptionagreementallowedentitledCorporateHoldingsLimitedtoconvertthepreferencesharesintoordinaryshares
ofCorporateHoldingsLimited(ona1:1basis)iftheacquisitiondescribedinnote21.1wascompletedwithin180daysfromtheissuedate.
There was a contingent obligation to deliver cash to the holder if the Group did not complete its obligation to complete the acquisition
withinthattimeframe(whichwaslaterextended).Thetype2redeemablepreferenceshareshaveaccordinglybeenrecognisedasafinancial
liability at amortised cost (refer to note 17) and had a fair value on initial recognition of $1,394,746, with the balance of $105,254 being
recognised in equity. The shares were converted to ordinary shares in Corporate Holdings Limited on 3 August 2018 prior to the reverse
acquisition transaction described in note 21.1.
GENWA WarrantsGENWB Warrants
Issue of warrants during the period
153,845,313 2020 warrants (GENWA) have been issued, 146,026,771 to eligible shareholders and 7,818,542 to a Holding Account
managed by the Company. All warrants were issued on a basis of one warrant for each share held on record date. The warrants are
exercisable on or before 31 March 2020 at 7.75 cents per share for each warrant held. Further details are in the offer document.
307,690,626 2021 warrants (GENWB) have been issued, 292,053,229 to eligible shareholders and 15,637,084 to a Holding Account
managed by the Company. All warrants were issued on a basis of two warrants for each share held on record date. The warrants are
exercisable on or before 30 November 2021 at 9.00 cents per share for each warrant held. Further details are in the offer document.
59

GENERAL CAPITAL LIMITED (formerly Mykco Limited)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2019
NOTE 19: RELATED PARTY BALANCES AND TRANSACTIONS (CONTINUED)
Related party payables:
20192018
$$
Almond Draw Limited
-
24,550
Brent King
1,870
116,492
Equity Investment Advisers Limited
-
300
Moneyonline Limited
6,072
-
7,942 141,342
Other related party balances:
20192018
$$
Term deposits held by directors and subsidiary directors
2,834,450
-
Loan receivable exposure to Pegasus Golf Limited
389,564
-
Transactions with related parties
20192018
Related PartyTypeTransaction
$$
Directors of the Company
1
ExpenseDirectors fees
1
56,783
-
ExpenseDirectors fees 62,000
17,666
Expense
Remuneration other than directors fees
296,684
68,441
Expense 55,626
-
Expense
Recharge of expenses
36,035
4,888
Expense
Consultant fees
44,775
-
Expense
Recharge of salary costs
50,156
13,717
Expense
Brokerage paid
23,638
4,435
Moneyonline Limited
Expense
Recharge of expenses
99,352
17,370
Snowdon Peak Limited
Expense
Commission expense
-
220,500
Revenue
Advertising fees
2,500
-
Pegasus Golf Limited
Revenue
Fees and interest capitalised to loan balance
13,036
-
Revenue Advisory fees
2
274,100
-
1
Since 3 August 2018, the date of the reverse acquisition, refer to note 21.1.
2
Since 30 November 2018, the date Sports & Education Corporation Limited became a related party by virtue of common directorship.
Other related party transactions:
The group also had $2,985 payable to Equity Investment Advisers Limited included in accounts and other payables on the statement of
financial position (2018: $nil).
The above amounts payable to related parties are unsecured, interest-free and repayable on demand.
Directors of subsidiary
companies
Equity Investment Advisers
Limited
Directors and subsidiary
directors
Interest paid or capitalised on term deposits
investments held by related parties
Directors and subsidiary
directors
Almond Draw Limited
Sports and Education
Corporation Limited
2
Executive Directors and
subsidiary Executive Directors
Campbell MacPherson
Limited
Investment Research Group Limited (IRG) was acquired and became part of the Group on 19 December 2017. IRG was previously 100%
ownedbyBrentKing(Director).Theconsiderationinrelationtotheacquisitionwastheissueof1,100,000CHLsharestoBrentKingatafair
value of $1 per share, and the payment of 100,000 bartercard trade dollars with a fair value of $100,000 (i.e. total consideration of
$1,100,000). Refer to Note 21.3 for further details on the acquisition.
60

GENERAL CAPITAL LIMITED (formerly Mykco Limited)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2019
NOTE 19: RELATED PARTY BALANCES AND TRANSACTIONS (CONTINUED)
Directorsandotherrelatedpartiesreceivedwarrantsissuedon11December2018inthesameratioasallothershareholdersinrespectof
the ordinary shares that they owned at that date (refer to note 18 (d)).
On 27 July 2018, an executive director of General Finance Limited contributed $150,000 towards a loan receivableof theGroup onequal
termswiththeGroupinrespectoftheproportioncontributed.TheloancontributionwasrepaidbytheGroupon11December 2018.The
proportionofinterestinrelationtothecontributiontotalled$5,039andtheproportionoffeeincomeinrelationtothecontributiontotalled
$2,000.
As detailed in note 18 (a), on 7 December 2018 1,037,037 ordinary shares have been issued to Directors and Senior Managers for an
aggregatesubscriptionvalueof$70,000and7,850,111ordinaryshareshavebeenissuedtoBorneoCapitalLimited(Borneo)foranaggerate
subscription value of $529,883.
During the year ended 31 March 2018, 280,000 ordinary shares of Corporate Holdings Limited (CHL) were issued to Brent King for
considerationof$1pershare,and1,000,000shareswereissuedtoBrentKingwithafairvalueof$1pershareaspartoftheconsideration
for the purchase of IRG (refer to note 21.3). During the year ended 31 March 2018, 100,000 ordinary shares of CHL were issued to the
Company(prior tothereverseacquisitiondescribedinNote21.1) and75,000ordinarysharesof CHL awere issuedto Barter Investments
Limited for consideration of $1 per share. All of the shares of CHL (other than those already owned by the Company) were ultimately
acquiredbytheCompany(byissuingtheCompany'ssharestoCHL'sshareholders)inthereverseacquisitiontransactionon3 August2018
describedinnote21.1.Thisincludedthe100,000CHLsharesthatwereownedbyGarthWardpriorto1April2017(whichhadaparvalueof
$0.01 per share at 1 April 2017). Refer to note 18 for further details on share capital and redeemable preference shares.
During the year ended 31 March 2018 2,000,000 CHL redeemable preference shares (type 1) were issued to Borneo Capital Limited for
consideration of $2,000,000. These redeemable preference shares were converted to ordinary CHL shares on 3 August 2018 and were
ultimatelypurchasedbytheCompany (byissuing theCompany'ssharestoCHL'sshareholders)inthereverseacquisitiontransactionon3
August 2018 described in note 21.1. Refer to note 18 for further details on share capital and redeemable preference shares.
61

GENERAL CAPITAL LIMITED (formerly Mykco Limited)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2019
NOTE 20: RECONCILIATION OF NET SURPLUS WITH CASH FLOWS FROM OPERATING ACTIVITIES
20192018
$$
Net loss after tax
(458,088) (326,650)
Adjustment for non-cash and other items
Bad debts written off - loan receivables
12,388
-
Movement in allowance for expected credit losses
(31,844)
28,714
Deferred tax movement
1,965 (17,649)
Income received in non-cash financial assets
(165,600)
-
Expenses paid in non-cash financial assets
11,055
-
Loss on acquisition of listed shell
405,280
-
Interest on redeemable preference shares
47,479
57,775
Depreciation and amortisation
21,694
-
Adjustment for movements in working capital
1
(Increase) / decrease in loan receivables (net advances)
(8,516,032)
1,019,852
(Increase) / decrease in accrued interest on loans receivable
(9,940)
24,194
(Increase) / decrease in capitalised loan fees
(135,185)
62,850
(Increase) / decrease in capitalised interest
(82,223)
141,933
(Increase) / decrease in accounts receivable
(5,440) (554)
(Increase) / decrease in prepayments and other current assets
(14,237) (57,881)
(Increase) / decrease in prepaid commission
(19,286) (198)
(Increase) / decrease in bartercard trade dollars
104,414 (3,139)
Increase / (decrease) in income tax payable
(114,786) (22,322)
Increase / (decrease) in deferred income
63,849 (27,727)
Increase / (decrease) in interest payable
7,177
11,273
Increase / (decrease) in related party payable
(133,400)
45,799
Increase / (decrease) in accounts and other payables
(22,519)
2,945
Net cash (outflow) / inflow from operating activities
(9,033,279) 939,215
1
Movements are net of working capital amounts acquired in business combinations (note 21).
NOTE 21: BUSINESS COMBINATIONS
21.1 Reverse acquisition of Corporate Holdings Limited
On 3 August 2018, General Capital Limited, acquired Corporate Holdings Limited through the issue of 104,323,240 ordinary shares to the
vendors of Corporate Holdings Limited.
Under thetermsoftheSaleandPurchaseagreement dated28May 2018, that wasapproved byshareholders ata Special Meeting on31
July 2018, the acquisition of Corporate Holdings Limited was settled by 104,323,240 ordinary shares in General Capital Limited.
For financial reportingpurposesthedirectorshavedeterminedthatduetothenatureof thetransactionandthepartiesinvolvedthatthe
acquisition should be classified as a "reverse acquisition" where Corporate Holdings Limited is treated as the acquirer of General Capital
Limited. The consolidated financial statements prepared following a "reverse acquisition" are issued under the name of the legal parent,
General Capital Limited (the accounting acquiree), but are a continuation of the financial statements of Corporate Holdings Limited (the
accounting acquirer), a company that was incorporated and domiciled in New Zealand on 16 March 2017.
Under reverse acquisition accounting, the cost of the business combination is deemed to have been the incurred by the legal subsidiary,
Corporate Holdings Limited (the accounting acquirer) in the form of equity instruments issued to the owners of the legal parent, General
CapitalLimited,(theaccountingacquiree).Theconsiderationof$1,121,259isthefairvalueofthesharesthatwereissuedinrelationtothe
transaction.ThefairvalueofsharesissuediscalculatedasthepercentageofownershipofCorporateHoldingsLimitedforgonebyitsoriginal
shareholdersdividedbythepercentageofownershipofGeneralCapitalLimitedobtainedbyCHL'sshareholdersinthetransactionmultiplied
bythefairvalueofCorporateHoldingsLimitedonacquisitiondate.Thedifferencebetweenthedeemedvalueofthesharesissuedandthe
fair value of net assets acquired of $405,280 is recorded as a loss in the Statement of Comprehensive Income.
62

GENERAL CAPITAL LIMITED (formerly Mykco Limited)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2019
NOTE 21: BUSINESS COMBINATIONS (CONTINUED)
Details of the transaction were:
$
Fair value of consideration transferred
Shares issued as consideration
1,121,259
Total Consideration
1,121,259
Identified assets acquired and liabilities assumed
- Cash and cash equivalents
85,735
- Other current assets
22,809
- Intangible assets - bartercard trade dollars (note 14)
693,313
- Accounts and other payables
(85,878)
Net assets acquired
715,979
Loss on acquiring listed shell
405,280
1,121,259
Contribution to Group results
21.2 Acquisition of General Finance Limited
Details of the transaction were:
$
Fair value of consideration transferred
Cash
4,721,834
Total Consideration
4,721,834
Identified assets acquired and liabilities assumed
- Cash and cash equivalents
3,347,100
- Other current assets
2,374
- Finance receivables
9,869,743
- Deferred tax asset
14,466
- Intangible assets - non-bank deposit taker licence (note 14)
247,000
- Accounts and other payables
(148,005)
- Income tax payable
(91,658)
- Term deposits
(9,842,915)
Identifiable net assets
3,398,105
Goodwill on acquisition
1,323,729
4,721,834
Identified assets acquired and liabilities assumed
Goodwill
Contribution to Group results
The goodwill of $1,323,729 is related to the excess consideration over the fair value of net assets at the acquisition date and has been
allocated to the finance CGU.
The primary reason for the business combination was to effect the reverse listing of Corporate Holdings Limited and its subsidiaries.
Intheyearended31March2018GeneralFinanceLimitedcontributedrevenueof$454,749andalossaftertaxof$13,658includedwithin
thelossfortheGroup.Hadthecombinationoccurredfromthebeginningofthe31 March2018year,operatingprofitfor GeneralFinance
Limited included in the Group would have been $274,899 and revenue would have been $1,612,863.
On 19 December 2017, Corporate Holdings Limited acquired a non-bank deposit taker / residential mortgage lender, General Finance
Limited.
The fair value of the non-bank deposit taker licence has been determined using the multi-period excess earnings method.
Since the acquisition date General Capital Limited has contributed revenue of $2,538 and a loss after tax of $163,210 which is included
withinthelossfortheGroup.Hadthecombinationoccurredfrom thebeginningoftheyearended31March2019, theoperatinglossfor
General Capital Limited included in the Group would have been $421,177 and revenue would have been $3,750.
63

GENERAL CAPITAL LIMITED (formerly Mykco Limited)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2019
NOTE 21: BUSINESS COMBINATIONS (CONTINUED)
21.3 Acquisition of Investment Research Group Limited
Details of the transaction were:
$
Fair value of consideration transferred
Corporate Holdings Limited ordinary shares issued
1,000,000
Intangible assets - bartercard trade dollars
100,000
Total Consideration
1,100,000
Identified assets acquired and liabilities assumed
- Cash and cash equivalents
3,340
- Other current assets
21,177
- Investments in unlisted securities (allocated to corporate and other segment)
50,800
- Intangible assets - NZX sponsor license (note 14)
30,000
- Accounts and other payables
(32,318)
Identifiable net assets
72,999
Goodwill on acquisition
1,027,001
1,100,000
Identified assets acquired and liabilities assumed
Goodwill
Contribution to Group results
The goodwill of $1,027,001 is related to the excess consideration over the fair value of net assets at the acquisition date and has been
allocated to the research and advisory CGU.
On19December2017,CorporateHoldingsLimitedacquiredaninvestmentadvisoryservicesandinvestmentresearchpublishingbusiness,
InvestmentResearchGroupLimited.ThebusinesswaspreviouslyownedbyBrentKing,ManagingDirector(refertoNote19-RelatedParty
Balances and Transactions).
Intheyearended31March2018,InvestmentResearchGroupLimitedcontributedrevenueof$292,469(ofwhich$67,868iseliminatedon
group consolidation) and a loss after tax of $254,206 included within the loss for the Group. Had the combination occurred from the
beginningofthe31March2018year,theoperatinglossforInvestmentResearchGroupincludedintheGroupwouldhavebeen$335,570
and revenue would have been $415,506 (of which $67,868 would have eliminated on group consolidation).
The fair value of the NZX sponsor licence has been determined using the replacement cost method.
64

GENERAL CAPITAL LIMITED (formerly Mykco Limited)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2019
NOTE 22: COMPARISON TO PROSPECTIVE FINANCIAL INFORMATION
Consolidated statement of comprehensive income
Unaudited
prospective
Actualinformation*
Year endedYear ended
31 March31 March
20192019Variance
$$$
Interest income
1,479,226 1,838,550 (359,324)
Interest expense
(640,270) (873,887) 233,617
Net interest income
838,956 964,663 (125,707)
Fee and commission income
281,176 294,361 (13,185)
Fee and commission expense
(92,332) (30,000) (62,332)
Net fee and commission income
188,844 264,361 (75,517)
Revenue from contracts with customers
347,702 325,000 22,702
Cost of sales
(24,368) (25,000) 632
Gross profit from contracts with customers
323,334 300,000 23,334
Other income
28,163 23,000 5,163
Net revenue
1,379,297 1,552,024 (172,727)
(Increase) / decrease of provision in respect of finance receivables
19,456 (100,000) 119,456
Personnel expenses
(603,011) (352,300) (250,711)
Occupancy expenses
(90,176) (90,000) (176)
Depreciation
(3,493) - (3,493)
Amortisation of intangibles
(18,201) - (18,201)
Other expenses
(603,152) (957,640) 354,488
Acquisition expenses
(103,927) - (103,927)
Loss on acquiring listed shell
(405,280) - (405,280)
(1,807,784) (1,499,940) (307,844)
Profit before income tax expense
(428,487) 52,084 (480,571)
Income tax (expense) / benefit
(29,601) (13,443) (16,158)
Net profit after income tax expense
(458,088) 38,641 (496,729)
Other comprehensive income
(14,862) 4,360 (19,222)
Other comprehensive income for the year
(14,862) 4,360 (19,222)
Total comprehensive income
(472,950) 43,001 (515,951)
*Where applicable, amounts have been reclassified for consistency with 31 March 2019 consolidated financial statements.
Changes in the fair value of equity investments at fair value
through other comprehensive income
Prospective consolidated financial statements were prepared for the Group within the disclosure document dated 16July 2018 as part of
thespecialmeetingdated31July2018.Theprospectivefinancialstatementsfortheyearended31March2019arecomparedtotheactual
results achieved for that year.
65

GENERAL CAPITAL LIMITED (formerly Mykco Limited)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2019
NOTE 22: COMPARISON TO PROSPECTIVE FINANCIAL INFORMATION (CONTINUED)
Consolidated statement of financial position
Unaudited
prospective
Actualinformation*
as atas at
31 March31 March
20192019Variance
$$$
Equity
Share capital
9,573,495 8,282,353 1,291,142
Retained earnings
(805,973) 797,021 (1,602,994)
Other reserves
(14,862) - (14,862)
Total equity
8,752,660 9,079,374 (326,714)

Assets
Cash and cash equivalents
2,949,317 3,751,799 (802,482)
Accounts receivables
19,246 245,474 (226,228)
Finance receivables
17,277,204 23,259,044 (5,981,840)
Other current assets
114,844 33,000 81,844
Income taxation receivable
45,450 - 45,450
Property, plant and equipment
6,176 - 6,176
Deferred tax asset
38,408 27,413 10,995
190,483 -
190,483
Intangible assets and goodwill
3,266,556 3,376,817 (110,261)
Total assets
23,907,684 30,693,547 (6,785,863)
Liabilities
Accounts and other payables
246,624 189,978 56,646
Related party payables
7,942 - 7,942
Income taxation payable
- 35,000 (35,000)
Term deposits
14,900,458 21,389,195 (6,488,737)
Total liabilities
15,155,024 21,614,173 (6,459,149)
Net assets
8,752,660 9,079,374 (326,714)
Consolidated summarised statement of changes in equity
Unaudited
prospective
Actualinformation*
Year endedYear ended
31 March31 March
20192019Variance
$$$
Restated total equity as at 1 April 2018
4,680,722 7,286,373 (2,605,651)
Total comprehensive income for the year
(472,950) 43,001 (515,951)
Issue of share capital
3,044,888 1,750,000 1,294,888
Balance at 31 March 2019
7,252,660 9,079,374 (1,826,714)
*Where applicable, amounts have been reclassified for consistency with 31 March 2019 consolidated financial statements.
Financial assets at fair value through other
comprehensive income
66

GENERAL CAPITAL LIMITED (formerly Mykco Limited)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2019
NOTE 22: COMPARISON TO PROSPECTIVE FINANCIAL INFORMATION (CONTINUED)
Consolidated statement of cash flows
Unaudited
prospective
Actualinformation*
as atas at
31 March31 March
20192019Variance
$$$
Cash flow from operating activities
Interest received
1,376,467 1,777,878 (401,411)
Receipts from customers
393,838 592,415 (198,577)
Other income
27,783 - 27,783
Payments to suppliers and employees
(1,587,300) (1,469,197) (118,103)
Interest paid
(585,614) (700,860) 115,246
Income tax paid
(142,421) (42,254) (100,167)
Finance receivables (net advances)
(8,516,032) (14,618,310) 6,102,278
Net cash provided by operating activities
(9,033,279) (14,460,328) 5,427,049
Cash flow from investing activities
Acquisition of subsidiaries (net of cash acquired)
85,736 - 85,736
Purchase of property, plant and equipment
(2,629) - (2,629)
Purchase of software
(32,742) - (32,742)
Net cash provided by / (used in) investing activities
50,365 - 50,365
Cash flow from financing activities
Issue of ordinary shares
1,923,628 1,750,000 173,628
Issue of redeemable preference shares
5,058,474 11,362,076 (6,303,602)
Term deposits (net receipts)
- (116,626) 116,626
Net cash provided by financing activities
6,982,102 12,995,450 (6,013,348)
Reconciliation of cash and cash equivalents
4,950,129 5,216,677 (266,548)
(2,000,812) (1,464,878) (535,934)
2,949,317 3,751,799 (802,482)
*Where applicable, amounts have been reclassified for consistency with 31 March 2019 consolidated financial statements.
Key drivers of variances:
The loss on acquiring listed shell expense of $405,280 arises due to the accounting treatment when a smaller company buys a larger
company (a "reverse acquisition"). It is effectivelythe costattributed tothe dilutioneffect thatoccurs, thedetails ofwhich areset outin
note21.1. Theprospectivefinancialinformationwasnotpreparedonthesamebasis,andinsteadwaspreparedasasimplecombinationof
the consolidated prospective Corporate Holdings Limited group financial statements with the Company's prospective financial statements.
Cash and cash equivalents at beginning of the reporting period
Net (decrease) / increase in cash and cash equivalents held during
the reporting period
The growth in the finance receivables book and term deposit liabilities was not as fast as originally anticipated, which represents the
majorityofthevarianceintotalassetsandtotalliabilities.Theslowerthananticipatedgrowthinthebalancesheetalsoresultedinalower
netinterestmargin($125,707lowerthanforecast)andnetfeeandcommissionincome($75,517lowerthanforecast).Expenses(otherthan
the loss on acquiring listed shell expense) were also approximately $97,436 lower than forecast due to the slower than anticipated growth.
Cash and cash equivalents at end of the reporting period
67

GENERAL CAPITAL LIMITED (formerly Mykco Limited)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2019
NOTE 23: COMMITMENTS AND CONTINGENT LIABILITIES
The Group has no other material commitments or contingent liabilities at reporting date.
NOTE 24: EVENTS SUBSEQUENT TO REPORTING DATE
-
-
-the operations, in financial years subsequent to reporting date, of the Group, or
-the results of those operations, or
-the state of affairs, in financial years subsequent to reporting date, of the Group.
Thefutureaggregateminimumleasepaymentsundernon-cancellableoperatingleaseswere$7,013asat31March2018payableinnolater
than 1 year.
Therehasbeennoothermatterorcircumstance,whichhasarisensincereportingdatethathassignificantlyaffectedormaysignificantly
affect:
On 25 June 2019 12,650,000 GENWB Warrants were issued to Directors and Senior Managers of General Capital Limited and its
subsidiaries (including contractors, consultants, consultant companies, and any trustee or trustees of or for any of the foregoing
persons).ThewarrantswereapprovedbytheCompany'sshareholdersinthe29November2018shareholdermeetingandwereissued
for no consideration on the same terms as the GENWB warrants as disclosed in Note 18 (d).
On 1 July 2019 the Company transitioned from its listing on the NZAX Market to the NZX Main Board.
TheGrouphasnoleaseagreementsinplaceasat31March2019anduptothedateoftheseconsolidatedfinancialstatements.SinceJune
2018,theGrouphasbeenpayingashareofofficeleasecoststoMoneyonlineLimited,arelatedcompany,basedonanallocationofoffice
space utilised by the Company (refer to note 19). These costs are included in occupancy expenses in the statement of comprehensive
income.
68

Ordinary shares
GENWA Warrants
GENWB Warrants
LARGEST HOLDERS OF QUOTED FINANCIAL PRODUCTS (as at 10 July 2019)
Ordinary Shares
Rank Registered Holder
Ordinary Shares
Held
%
1 Borneo Capital Limited
40,390,111
26.25%
2 Brent Douglas King
20,948,650
13.62%
3 CFS NBDT Interest Limited
16,270,000
10.58%
4 Belian Holdings Limited
9,077,869
5.90%
5 Owen Arvind Daji
7,030,463
4.57%
6 Grant Keith Baker & Donna Jean Baker & Lewis Thomas Grant
6,511,945
4.23%
7 Harrigens Trustees Limited
6,511,945
4.23%
8 Stephen John Sinclair & Jacqueline Margaret Sinclair & Roger Frederick Wallis
6,290,524
4.09%
9 John Tomson
6,289,722
4.09%
10 Bruce Gregory Speers & Fiorano Trust Limited
4,289,723
2.79%
11 Syed Hizam Alsagoff
4,000,000
2.60%
12 Barter Investments Limited
3,562,470
2.32%
13 Zhenhua Qian
3,030,303
1.97%
14 Bruce Gregory Speers
2,222,222
1.44%
15 Garth William Ward
1,672,455
1.09%
16 Justin Andrew Cunningham & Andrew Mark Scott
1,637,000
1.06%
17 Sii Yih Ting
1,480,000
0.96%
18 Koon Weng Lee
1,291,325
0.84%
19 Chu Kian Then
1,008,300
0.66%
20 Robert Garry Hart & Sarah Dawn Wilkinson-Hart & Eth (Wilkinson-Hart) Trustees Limited
740,741
0.48%
144,255,768
93.77%
TheCompanyhadthreeclassesofquotedfinancialproductsonissueasat31March2019,duringtheyearendedonthatdate,
and up to the date of this Annual Report:
GeneralCapitalLimited("theCompany")wasalistedcompanyontheNewZealandAlternativeMarket(NZAX)duringtheyear
ended 31 March 2019 and subsequent to year end on 1 July 2019 has migrated to the NZX Main Board.
GENERAL CAPITAL LIMITED (formerly Mykco Limited)
SHAREHOLDER AND STATUTORY INFORMATION
Allordinarysharesrankequallywithonevoteattachedtoeachordinaryshare.Ordinarysharesentitletheholdertoparticipate
in dividends and the proceeds on the winding up of the Company in proportion to the number of shares held.
Warrantsareexercisableonorbefore31March2020at7.75centspershareforeachwarrantheld.Warrantsdonothaveany
votingrightsattachedtothem,nordotheyhaveanyentitlementtoparticipateindividendsortheproceedsonthewindingup
of the Company.
Warrantsareexercisableonorbefore30November2021at9.00centspershareforeachwarrantheld.Warrantsdonothave
any voting rights attached to them, nor do they have any entitlement to participate in dividends or the proceeds on the
winding up of the Company.
69

GENERAL CAPITAL LIMITED (formerly Mykco Limited)
SHAREHOLDER AND STATUTORY INFORMATION
LARGEST HOLDERS OF QUOTED FINANCIAL PRODUCTS (as at 10 July 2019) (continued)
GENWA Warrants
Rank Registered Holder
GENWA
Warrants Held
%
1 Borneo Capital Limited
40,390,111
26.25%
2 Brent Douglas King
20,948,650
13.62%
3 CFS NBDT Interest Limited
16,270,000
10.58%
4 Belian Holdings Limited
9,077,869
5.90%
5
General Capital Limited
1
7,778,542
5.06%
6 Owen Arvind Daji
7,030,463
4.57%
7 Grant Keith Baker & Donna Jean Baker & Lewis Thomas Grant
6,511,945
4.23%
8 Harrigens Trustees Limited
6,511,945
4.23%
9 Stephen John Sinclair & Jacqueline Margaret Sinclair & Roger Frederick Wallis
6,290,524
4.09%
10 John Tomson
6,289,722
4.09%
11 Bruce Gregory Speers & Fiorano Trust Limited
4,289,723
2.79%
12 Syed Hizam Alsagoff
4,000,000
2.60%
13 Barter Investments Limited
3,562,470
2.32%
14 Zhenhua Qian
3,030,303
1.97%
15 Bruce Gregory Speers
2,222,222
1.44%
16 Garth William Ward
1,672,455
1.09%
17 Justin Andrew Cunningham & Andrew Mark Scott
1,637,000
1.06%
18 Robert Garry Hart & Sarah Dawn Wilkinson-Hart & Eth (Wilkinson-Hart) Trustees Limited
740,741
0.48%
19 Yada Holdings No 1 Limited
570,000
0.37%
20 Robert Peter Nicolson
451,296
0.29%
149,275,981
97.03%
GENWB Warrants
Rank Registered Holder
GENWB
Warrants Held
%
1 Borneo Capital Limited
82,780,222
25.84%
2 Brent Douglas King
43,897,300
13.70%
3 CFS NBDT Interest Limited
32,540,000
10.16%
4 Belian Holdings Limited
18,755,738
5.85%
5
General Capital Limited
1
15,557,084
4.86%
6 Owen Arvind Daji
14,060,926
4.39%
7 Grant Keith Baker & Donna Jean Baker & Lewis Thomas Grant
13,023,890
4.07%
8 Harrigens Trustees Limited
13,023,890
4.07%
9 Stephen John Sinclair & Jacqueline Margaret Sinclair & Roger Frederick Wallis
12,581,048
3.93%
10 John Tomson
12,579,444
3.93%
11 Bruce Gregory Speers & Fiorano Trust Limited
8,579,446
2.68%
12 Syed Hizam Alsagoff
8,000,000
2.50%
13 Barter Investments Limited
7,124,940
2.22%
14 Zhenhua Qian
6,060,606
1.89%
15 Bruce Gregory Speers
4,444,444
1.39%
16 Garth William Ward
3,744,910
1.17%
17 Justin Andrew Cunningham & Andrew Mark Scott
3,274,000
1.02%
18 Robert Garry Hart & Sarah Dawn Wilkinson-Hart & Eth (Wilkinson-Hart) Trustees Limited
2,081,482
0.65%
19 Donald Frederick Hattaway & Brian Robert Everett
1,198,446
0.37%
20 Jonathan Brian Vijay Clark
1,148,148
0.36%
304,455,964
95.05%
1
These GENWA and GENWB Warrants were issued to a holding account managed by General Capital Limited because some shareholders
wereineligibletoreceivethewarrantoffertoshareholdersdated3December2018.ThisisbecausetheywerenotresidentinNewZealand
andhencewereineligibletoreceiveaNewZealandoffer.TheDirectorswilltakeadviceonhowthesewarrantsshouldbedisposedof.Net
proceeds (after deduction of costs) will be remitted to the ineligible shareholders on a pro-rata basis.
70