ZIMPLOW LIMITED

The Directors of Zimplow Limited are pleased to announce the Groups audited results for the year ended 31 December 2012
Condensed Statement of Comprehensive Income for the year ended:
TURNOVER Domestic Export PROFIT BEFORE INTEREST AND TAX Merger and restructuring expenses Fair value loss on investment property Net finance (costs) / income Finance income Finance costs (LOSS)/PROFIT BEFORE TAXATION Taxation (LOSS)/ PROFIT AFTER TAXATION GROUP 31 DEC 2012 US$ 35,610,823 30,439,175 5,171,648 1,779,007 (1,941,388) (90,000) (736,833) 280,046 (1,016,879) (989,214) (15,962) (1,005,176) 31 DEC 2011 US$ 15,503,306 11,235,468 4,267,838 3,464,529 - - 170,744 249,237 (78,493) 3,635,273 (904,991) 2,730,282 COMPANY 31 DEC 2012 US$ 12,807,190 8,399,612 4,407,578 1,379,830 (1,045,644) - (192,248) 105,603 (297,851) 141,938 (277,499) (135,561) 31 DEC 2011 US$ 14,654,404 10,910,355 3,744,049 3,345,083 161,748 240,241 (78,493) 3,506,831 (864,006) 2,642,825 CASH FLOWS FROM OPERATING ACTIVITIES Net operating (loss)/profit before dividends, interest & taxation Non cash items: Fair value loss on investment property 90,000 Income recognised in respect of share option scheme (261,600) Depreciation of property, plant and equipment 626,302 Impairment losses recognised in trade receivables 635,953 Loss/(Profit) on disposal of property, plant and equipment 19,911 - (65,400) 302,328 - (15,917) - (261,600) (65,400) 351,907 296,482 26,738 3,553 (15,917) (888,333) 3,464,529 307,448 3,345,083

Condensed Statement of Cashflows for the year ended:

GROUP 31 DEC 2012 US$ 31 DEC 2011 US$ COMPANY 31 DEC 2012 US$ 31 DEC 2011 US$

OTHER COMPREHENSIVE INCOME Items that will be reclassified to profit or loss Gain /(Loss) on avalaible for sale financial assets (AFS) 2,475 (29,752) 2,475 (29,752) Exchange differences on translating foreign operations (69,873) (135,147) - Income tax relating to items that will be reclassified subsequently (371) 4,546 (371) 4,546 (67,769) (160,353) 2,104 (25,206) Items that will not be reclassified to profit or loss Gain on revaluation of properties 2,615,176 - 1,953,954 Income tax relating to items that will not be reclassified to profit or loss (631,412) - (498,031) Other comprehensive income for the year, net of tax TOTAL COMPREHENSIVE INCOME FOR THE YEAR 1,983,764 1,915,995 910,819 - (160,353) 2,569,929 1,455,923 1,458,027 1,322,466 (25,206) 2,617,619

Operating income before working capital changes 222,233 3,685,540 428,046 3,560,248 Working capital changes (1,378,231) (1,096,393) (950,759) (1,288,907) Cash (outflow)/inflow from operating activities (1,155,998) 2,589,147 (522,713) 2,271,341 Taxation paid Net finance (costs)/income Net cash (outflow)/inflow from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Acqusition of plant and equipment Increase in long term advances Proceeds from disposal of plant and equipment Net cash (outflow)/inflow on acquisition of subsidiary Net cash invested CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issue of equity instruments of the company 11,209,254 Increase in loans 621,831 Share issue costs (346,320) Dividend paid to owners of the company (907,950) Net cash inflow/(outflow) from financing activities 10,576,815 (Decrease)/Increase in cash and cash equivalents Cash and cash equivalents at the beginning of the year Effects of exchange rate changes on the balance of cash held in foreign operations Cash and cash equivalents at the end of the year Operating cashflow per share (US$) (1,588,620) 3,947,912 (66,110) 2,293,182 (0.01) - - - (686,851) (686,851) 1,046,326 3,033,588 (132,002) 3,947,912 0.01 11,209,254 - (346,321) (907,950) 9,954,983 (1,098,520) 3,438,001 - 2,339,481 (0.01) (686,851) (686,851) 404,413 3,033,588 3,438,001 0.01 (351,074) (926) 51,929 (9,289,198) (9,589,269) (510,762) - 38,207 355,919 (116,636) (137,555) - 400 (9,737,967) (9,875,122) (508,796) 38,207 (470,589) (683,335) (736,833) (2,576,166) (910,078) 170,744 1,849,813 (463,420) (192,248) (1,178,381) (871,236) 161,748 1,561,853

(Loss)/ Profit attributable to: Owners of the parent entity (812,754) 2,677,328 (135,561) 2,642,825 Non Controlling interests (192,422) 52,954 - (1,005,176) 2,730,282 (135,561) 2,642,825 Total comprehensive income attributable to: Owners of the parent entity 705,972 2,583,057 1,322,466 2,617,619 Non controlling interests 204,847 (13,128) - 910,819 2,569,929 1,322,466 2,617,619 (Loss)/Earnings per share (US$) Basic (0.002) 0.007 (0.0003) 0.007 Diluted (0.002) 0.007 (0.0003) 0.007 Headline (0.002) 0.007 (0.0003) 0.007

Condensed Statement of Financial Position as at:

ASSETS Non current assets Property, plant and equipment Investment property Investment in subsidiary Deferred tax asset Long term receivables Available for sale financial assets Goodwill Current assets Inventories Trade and other receivables Current tax receivable Cash and cash equivalents TOTAL ASSETS EQUITY AND LIABILITIES Equity attributable to owners of the parent Non-controlling interest Total Equity Non current liabilities Deferred tax Long term borrowings Current liabilities Trade and other payables Short term borrowings Provisions Current tax Liabilities TOTAL EQUITY AND LIABILITIES 24,316,977 9,522,812 33,839,789 3,532,239 3,389,214 143,025 15,791,391 9,380,972 5,706,806 294,021 409,592 53,163,419 13,725,199 512,633 14,237,832 621,484 621,484 - 1,886,081 1,171,111 - 378,982 335,988 16,745,397 24,775,610 - 24,775,610 1,122,931 1,122,931 - 1,194,009 707,990 - 339,300 146,719 27,092,550 13,759,761 13,759,761 621,484 621,484 1,718,099 1,005,277 377,295 335,527 16,099,344 21,676,098 14,997,554 4,500,000 - 598,395 125,000 150,451 1,304,698 31,487,321 16,398,724 12,735,950 59,465 2,293,182 53,163,419 3,053,206 2,863,605 - - - - 147,976 41,625 13,692,191 7,057,950 2,686,329 - 3,947,912 16,745,397 15,034,050 4,593,130 - 10,290,469 - - 150,451 - 12,058,500 6,296,044 3,422,975 - 2,339,481 27,092,550 3,557,799 2,857,481 552,342 147,976 12,541,545 6,655,452 2,448,092 3,438,001 16,099,344 GROUP 31 DEC 2012 US$ 31 DEC 2011 US$ COMPANY 31 DEC 2012 US$ 31 DEC 2011 US$

Supplementary Information
GROUP 31 DEC 2012 US$ 31 DEC 2011 US$ COMPANY 31 DEC 2012 US$ 31 DEC 2011 US$

SHARE DATA Shares in issue Weighted average number of ordinary shares in issue: for the purpose of basic earnings per share 462,135,923 391,902,501 462,135,923 391,902,501 Add dilutive impact of shares for the purposes of diluted earnings/(loss) per share Earnings for the purpose of basic & diluted earnings per share 462,135,923 (812,754) 391,902,501 2,677,328 462,135,923 (135,562) 391,902,501 2,642,825

Adjustments for items of a capital nature, net of tax Loss/(Profit) on disposal of property, plant & equipment 14,784 (11,818) 2,638 Fair value loss adjustment on investment property 66,825 - - Earnings for the purpose of headline earnings per share Basic earnings per share(US$) Headline earnings per share(US$) Diluted earnings per share(US$) (731,145) (0.002) (0.002) (0.002) 2,665,510 0.007 0.007 0.007 (132,924) (0.0003) (0.0003) (0.0003)

(11,818) 2,631,007 0.007 0.007 0.007

COMMITMENTS FOR CAPITAL EXPENDITURE Authorised and contracted for 942,055 326,560 409,200 326,560 Authorised and not yet contracted for - - - 942,055 326,560 409,200 326,560 DEPRECIATION 626,302 302,328 351,907 296,482

TAXATION CHARGE Current 152,324 Deferred income tax (136,362) 15,962 Fair value gain/(loss) on available for sale financial assets 371 Gain on revaluation of property, plant and equipment 631,412 631,783

878,795 26,196 904,991 (4,546) - (4,546)

274,456 3,043 277,499 371 498,031 498,402

837,812 26,194 864,006 (4,546) (4,546)

Consolidated Group Statement of Changes in Equity for the year ended 31 December 2012
Balance at 1 January 2011 Profit for the year Other comprehensive income Payment of dividend Share based payment transaction Issue of ordinary shares on acqusition of Afritrac Non controlling interest arising from acquisition of Afritrac Balance at 31 December 2011 Loss for the year Other comprehensive income Payment of dividend Share based payment transaction Issue of ordinary shares Non controlling interest arising from acquisition of TPH Share issue costs Balance at 31 December 2012 Share Capital US$ 32,707 - - - - 9 - 32,716 - - - - 23,330 - - 56,046 Capital Reserve US$ 7,036,174 Share Premium US$ - - - - - 552,333 - 552,333 - - - - 11,185,924 - (346,320) 11,391,937 Revaluation Reserve US$ - Available for Foreign Currency Sale Reserve Translation Reserve US$ US$ 101,702 (25,206) - (69,065) (69,065) (35,703) - - (104,768) Retained earnings US$ 4,171,468 2,677,328 - (686,851) - - - 6,161,945 (812,754) - (907,950) - - - - 4,441,241 Share Based Payment US$ - (65,400) (65,400) (261,600) - (327,000) Attributable to owners of Parent US$ 11,342,051 2,677,328 (94,271) (686,851) (65,400) 552,342 - 13,725,199 (812,754) 1,711,148 (907,950) (261,600) 11,209,254 - (346,320) 24,316,977 Non Controlling Interest US$ - 52,954 (66,082) - - - 525,761 512,633 (192,422) 204,847 - - - 8,997,754 - 9,522,812 Total US$ 11,342,051 2,730,282 (160,353) (686,851) (65,400) 552,342 525,761 14,237,832 (1,005,176) 1,915,995 (907,950) (261,600) 11,209,254 8,997,754 (346,320) 33,839,789

7,036,174 - - - - - - - 7,036,174

- - 1,744,747 - - - - - 1,744,747

76,496 - 2,104 - - - - - 78,600

DIRECTORS: Z.L Rusike (Chairman), P. Devenish , Z. Kumwenda*(CEO), A. Kurauone, B. Mitchell* , D. Mkonto* , E. Mlambo, T. Moyo, N. Nhira , F. Rwakonda*, AR Rowland* (* Executive)

ZIMPLOW LIMITED
The Directors of Zimplow Limited are pleased to announce the Groups audited results for the year ended 31 December 2012 Chairmans Review
Introduction
Trading conditions for the year under review have been challenging. Whilst the economic environment had its own problems which included, constrained liquidity conditions, policy inconsistencies and reduced capital inflows, weather patterns also played a negative role on agricultural operations. Reduced grain harvests and low cotton prices resulted in less disposable income for the small-scale farmer. The 2012/13 rain season started late and affected the normal seasonal off-take for all agricultural products. This report incorporates six months trading of Tractive Power Holdings Limited (TPHL), which became a subsidiary of Zimplow Limited by virtue of a 57.2% acquisition concluded on 30 June 2012. The new group operates in a high capital-intensive market that requires asset based finance as well as medium to long term financing structures. Your directors are pleased to have acquired this business and are confident about the considerable upside potential that the business possesses. The divisions vehicle sales in units decreased by 20% against the same six months period last year while parts decreased by 23% measured in dollars. Labour hours through the workshop also decreased by 8%. The proliferation of grey imports, lack of asset based finance and a few non-performing brands contributed to the decline in motor vehicle and parts volumes.

Notes to the Consolidated Financial Statements

For the year ended 31 December 2012

1. Presentation and Statement of Compliance

1.1 Basis of Preparation The Consolidated financial statements have been prepared on the historical cost basis except for property, plant, equipment, investment property and financial instruments that are measured at revalued amounts or fair values. Historical cost is generally based on the fair value of the consideration given in exchange for assets. 1.2 Statement of Compliance These consolidated financial statements have been prepared in accordance with international financial reporting standards and presented in United States dollars (US dollars), which is the Groups functional currency.

3. Events after the Reporting Date

Non-adjusting events Acquisition of the balance of the issued share capital of Tractive Power Holdings Limited. On 15 January 2013, Zimplow Limited acquired the balance of the issued capital of Tractive Power Holdings Limited (TPHL), being 66,206,418 (Sixty Six Million Two Hundred and Six Thousand Four Hundred and Eighteen) TPHL ordinary shares, through the issue of 191.78 (One Hundred and Ninety One Comma Seven Eight) Zimplow Shares for every 100 (One Hundred) TPHL ordinary shares held, or a cash consideration of USD0.10 (Ten United States of America Cents) for every TPHL ordinary share held. TPHL is now a 100% owned subsidiary of Zimplow Limited.

Financial Review
The group recorded revenue of USD35 610 823 enhanced by the acquisition of Tractive Power Holdings Limited. Operating profit of USD1.78 million was well below what was acheived by Zimplow Limited alone in 2011 due to pressures on spares margins and sales mix between local and exports at Mealie-Brand. However, the group ended up with an attributable loss of USD 1 005 176 due to restructuring, merger, and acquisition expenses, which are non-recurring. Finance charges and significant losses from Puzey and Payne also contributed to the loss for the year.

4. Segment Information
The following is an analysis of the Groups revenue and results from continuing operations by reportable segment:

Prospects
The group will consolidate its leadership as the agriculture and mining equipment supplier of choice representing world-class brands. The group is well positioned to take advantage of the current rehabilitation of equipment taking place in, roads, mining, rural councils, sugar and tea estates. Tobacco prices appear to be firm and this, coupled with a positive regional outlook should see the agricultural divisions improving.

2. Goodwill
Goodwill of US$ 1 023 028 arose in the acquisition of Tractive Power Holdings Limited on 30 June 2012.

Operational review
Agriculture Mealie-Brand, which is involved in the manufacture and distribution of animal drawn agricultural equipment, recorded a 10% decline in total volumes from last year mainly due to a negative swing in local implements volume sales. Local implements units decreased by 28% compared to prior year. The recovery that was expected in the second half did not take off as anticipated due to factors mentioned above. Export implement volumes were 13% ahead of prior year. This ameliorated the decline experienced in the local market. Spares were 98% of the prior year achievement with exports contributing 43% compared to 29% in the previous year. Factory throughput was lower than 2011 production due to reduced volumes sold. Farmec holds franchises for Massey Ferguson tractors and combine harvesters, Valtra tractors, Perkins generators, Piccini implements and Monosem planters. The divisions total wholegoods sales in units were 23% lower than the 2011 achievement for the comparative six months. The late rain season affected the seasonal off-take. Labour hours through the workshops were up by 32% whilst parts sales measured in dollars were 6% down from prior year. Afritrac, our South African operations volumes declined by 20% due to competition from the Far East. Northmec, which holds the franchise for CASE tractors and combine harvesters, Baldan implements, recorded a 143% increase in volumes albeit from a lower base. Mining and Construction. Barzem, which holds franchises for Caterpillar and Hyster Equipment in Zimbabwe, recorded a 10% decline in wholegoods sales compared to the same period last year, while parts sales measured in dollars were 26% above last year. CT Bolts, which incorporates Tassburg products, is involved in the supply and distribution of fasteners in Zimbabwe. Units for this division, measured in kgs declined by 7% while those measured in units declined by 12%. Motoring Division Puzey and Payne is a franchise holder for Peugeot and a dealer for Mazda, Mitsubishi, Forland and Toyota. It is involved in the sale and servicing of vehicles including parts sales under these brands.

31 DECEMBER 2012 Revenue Intersegment revenue Total revenue Segment operating profit Unallocated items Acquisition and restructuring expenses Finance income Finance costs Income taxes (Loss)/ Profit after tax Segment assets Segment liabilities Depreciation and amortisation Additions to non current assets

Zimplow US$ 12,364,195 442,995 12,807,190 - 1,379,830 (1,045,644) 105,603 (297,851) (277,499) (135,561) 27,092,550 2,316,940 351,907 137,555

Afritrac US$ 1,207,065 62,578 1,269,643 - (126,282) - 14,201 (1,658) 31,315 (82,424) 1,122,206 234,046 10,549 30,783 Zimplow US$ 13,979,365 675,039 14,654,404 3,345,078

TPHL US$ 22,039,563 - 22,039,563

Adjustments US$ - (505,573) (505,573)

Total US$ 35,610,823 35,610,823 1,689,008 (1,941,388) 280,046 (1,016,880) (15,962) (1,005,176) 53,163,419 19,323,630 626,302 351,074 Total US$ 15,503,306 15,503,306 3,464,529 249,237 (78,493) (904,991) 2,730,282 16,745,397 1,886,081 302,328 510,762 Total US$

Directorate
Mrs. Design Mkonto, Mr. Anthony Rowland and Mr. Brendan Mitchell resigned from the board after the conclusion of 100% take over of TPHL to pave way for new members from the former TPHL board. They remain within the group as executives in their respective divisions. I am grateful for the contributions they have made to the board during their tenure. In the same vein, I would like to take this opportunity to welcome Mr. Timothy Johnson, Mr. Godfrey Manhambara and Mr. Sibani Mngomezulu to the new group and look forward to their wise counsel and experience.

- 417,720 17,740 (895,744) 160,242 (717,371) 235,195 35,926,204 19,069,857 263,846 182,736 Afritrac US$ 1,523,941 325,114 1,849,055 - - - (4,973) (10,977,541) (2,297,213) - - Adjustments US$ - (1,000,153) (1,000,153)

(799,958)

Other segment information

Appreciation
I would like to express my gratitude to our customers, employees, suppliers, bankers and other stakeholders for their steadfast assistance to bring the group to where it is at the moment. In conclusion, I would like to extend my sincere thanks to fellow board members and management for putting together a key strategic group that is set to deliver value to all stakeholders.

31 DECEMBER 2011 Revenue Intersegment revenue Total revenue Segment operating profit Unallocated items

135,823 (16,372) - - - (701,406) (145,519) - - Admin US$

Finance income Finance costs Income taxes

ZL RUSIKE CHAIRMAN 4 March 2013

Profit after tax Segment assets Segment liabilities Depreciation and amortisation Additions to non current assets 31 DECEMBER 2012 Revenue Intersegment revenue Total revenue Segment operating profit 31 DECEMBER 2011 Revenue Intersegment revenue Total revenue Segment operating profit Farming US$ 19,244,238 (62,578) 19,181,660 1,173,329 Farming US$ 12,832,957 (325,114) 12,507,843 3,190,432 Mining US$ 9,031,868 - 9,031,868 1,167,469 Mining US$ - - - - 16,128,140 1,718,100 296,482 508,796 Fasteners US$ 3,396,363 (442,995) 2,953,368 180,606 Fasteners US$ 3,670,502 (675,039) 2,995,463 274,097 Motoring US$ 4,290,353 - 4,290,353 (529,992) Motoring US$ - - - - 1,318,663 313,500 5,846 1,966 Property US$ 153,574 - 153,574 25,371 Property US$ - - - -

Other segment information

- 36,116,396 - (505,573) - 35,610,823 (327,775) Admin US$ 1,689,008 Total US$

- 16,503,459 - (1,000,153) - 15,503,306 - 3,464,529

Company Statement of Changes in Equity for the year ended 31 December 2012
Balance at 1 January 2011 Profit for the year Other comprehensive income Payment of dividend Share based payment transaction Issue of ordinary shares on acqusition of Afritrac Balance at 31 December 2011 Loss for the year Other comprehensive income: Payment of dividend Share based payment transaction Issue of ordinary shares Share issue costs Balance at 31 December 2012 Share Capital US$ 32,707 - - - - 9 32,716 - - - - 23,330 - 56,046 Capital Reserve US$ 7,036,174 Share Premium US$ - - - - - 552,333 552,333 - - - - 11,185,924 (346,321) 11,391,936 Revaluation Reserve US$ - Available for Foreign Currency Sale Reserve Translation Reserve US$ US$ 101,702 (25,206) - - Retained earnings US$ 4,171,468 2,642,825 - (686,851) - - 6,127,442 (135,561) - (907,950) - - - 5,083,931 Share Based Payment US$ - (65,400) (65,400) (261,600) - (327,000) Attributable to owners of Parent US$ 11,342,051 2,642,825 (25,206) (686,851) (65,400) 552,342 13,759,761 (135,561) 1,458,027 (907,950) (261,600) 11,209,254 (346,321) 24,775,610

7,036,174 - - - - - - 7,036,174

- - 1,455,923 - - - - 1,455,923

76,496 - 2,104 - - - - 78,600

- - - - - - - -

DIRECTORS: Z.L Rusike (Chairman), P. Devenish , Z. Kumwenda*(CEO), A. Kurauone, B. Mitchell* , D. Mkonto* , E. Mlambo, T. Moyo, N. Nhira , F. Rwakonda*,AR Rowland* (* Executive)