Final Results

Reflexion Cosmetics PLC 16 January 2006 Reflexion Cosmetics plc ('Reflexion' or the 'Company') 16 January 2006 Preliminary results for the period ended 31 January 2005 Reflexion was incorporated to acquire under performing beauty product brands in order to develop an international cosmetics and toiletries business. The Company began trading on AIM on 8 March 2004. Since Admission, the Company has investigated a number of opportunities of which several were taken beyond the stage of initial exploratory discussion. Unfortunately none of these potential acquisitions have come to fruition and consequently sizeable costs have been incurred, giving rise to a loss for the period ended 31 January 2005 of £373,060 and a reduced asset base at that date of £11,066. In order to contain expenditure, the ongoing costs of the business were reviewed and a number of savings identified. In particular, Ratan Daryani offered to stand down as Chief Executive, as announced on 10 May 2005, and further expenditure on the investigation of cosmetics businesses has been curtailed. The ordinary shares of the Company were suspended from trading on AIM on 29 July 2005 due to a delay in the publication of the Company's report and accounts for the period ended 31 January 2005. This delay mainly arose from the time taken in resolving certain creditor claims. As a result of the difficulties encountered in implementing the Company's strategy, the Board has been and is considering a number of different options and is confident of a positive outcome. I would like to thank all of our shareholders for investing in Reflexion and for their continued support. Reflexion Cosmetics PLC Michael Friend Tel: 07899 940 005 W.H. Ireland Tim Cofman Tel: 0121 616 2101 Buchanan Communications Mark Court Tel: 0207 466 5000 Nigel Robertson Non-Executive Chairman REFLEXION COSMETICS PLC PROFIT AND LOSS ACCOUNT For the period ended 31 January 2005 Note 2005 £ Turnover - Cost of sales - ------------ Gross profit - Other operating income and charges 1 (380,744) ------------ Operating loss (380,744) Net interest and other similar charges 2 7,684 ------------ Loss on ordinary activities before (373,060) taxation Tax on loss on ordinary activities 4 - ------------ Loss on ordinary activities after taxation and loss retained 10 (373,060) ============ Basic loss per share 5 (4.29) p ============ The operating loss is derived from continuing operations. There were no recognised gains or losses other than the loss for the financial period. The accompanying accounting policies and notes form an integral part of these financial statements. REFLEXION COSMETICS PLC BALANCE SHEET AT 31 JANUARY 2005 Note 2005 £ Current assets Debtors 6 34,392 Cash at bank and in hand 204,925 ----------- 239,317 ----------- Creditors: amounts falling due 7 228,251 within one year ----------- Net current assets and total assets 11,066 less current liabilities =========== Capital and reserves Called up share capital 9 88,462 Share premium account 10 295,664 Profit and loss account 10 (373,060) ----------- Shareholders' funds 11 11,066 =========== Equity shareholders' funds 11,066 =========== The financial statements were approved by the Board of Directors on 3 January 2006. Directors R Daryani M Friend The accompanying accounting policies and notes form an integral part of these financial statements. REFLEXION COSMETICS PLC CASH FLOW STATEMENT For the period ended 31 January 2005 Note 2005 £ Net cash outflow from operating activities 12 (186,885) ------------ Returns on investments and servicing of finance Interest received 7,786 Interest paid (102) ------------ Net cash inflow from returns on investments and servicing of finance 7,684 ------------ Financing Issue of shares 550,000 Expenses paid in connection with share issues (165,874) ------------ Net cash inflow from financing 384,126 ------------ Increase in cash 13 204,925 ============ The accompanying accounting policies and notes form an integral part of these financial statements. REFLEXION COSMETICS PLC NOTES TO THE FINANCIAL STATEMENTS For the period ended 31 January 2005 1. OTHER OPERATING INCOME AND CHARGES 2005 £ Other operating income and charges: Administrative expenses 380,744 Operating costs charged to administrative expenses Auditor's remuneration - audit 9,250 - non audit 5,000 =========== 2. NET INTEREST 2005 £ On bank loans and overdrafts (102) ----------- (102) Other interest receivable and similar income 7,786 ----------- 7,684 =========== 3. DIRECTORS Remuneration in respect of Directors was as follows: 2005 £ Emoluments 45,188 Pension contributions to money purchase pension schemes 66,794 ----------- 111,982 =========== Included in emoluments are director's fees of £18,750 that were paid to JV Associates Limited for the services of John Vergopoulos. During the period one director participated in a money purchase pension scheme. There were two employees during the period who were both Directors of the Company. The amounts set out above include remuneration in respect of the highest paid director as follows: 2005 Emoluments - Pension contributions to money purchase pension schemes £ 66,794 =========== 4. TAX ON LOSS ON ORDINARY ACTIVITIES The Company does not anticipate a liability to taxation as it has suffered a loss in the financial period. Factors affecting tax charge for period. The tax assessed for the period differs from the standard rate of corporation tax in the UK 30%. The differences are explained as follows: 2005 £ Loss on ordinary activities before tax (373, 060) ------------ Loss on ordinary activities multiplied by standard rate of corporation tax in the UK (30%) (111,918) Effect of: Expenses not deductible for tax purposes 60 Losses available for future periods 111,858 ------------- Current tax charge for period - ============= 5. LOSS PER SHARE 2005 Weighted average Per Share Earnings number of shares amount £ pence Basic Loss per share Loss attributable to ordinary shareholders (373,060) 8,693,615 (4.29)p =========== =========== =========== 6. DEBTORS 2005 £ Other debtors 32,817 Prepayments 1,575 ----------- 34,392 =========== 7. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR 2005 £ Trade creditors 215,560 Social security and other taxes 3,441 Accruals 9,250 ----------- 228,251 =========== 8. FINANCIAL INSTRUMENTS The Company uses financial instruments, other than derivatives, comprising cash and various items, such as trade debtors and trade creditors that arise directly from its operations. The main purpose of these financial instruments is to raise finance for the Company's operations. Short-term debtors and creditors Short-term debtors and creditors have been excluded from all the following disclosures. Liquidity risk The Group seeks to manage financial risk by ensuring sufficient liquidity is available to meet foreseeable needs and to invest cash assets safely and profitably. Financial liabilities and borrowing facilities The Company did not enter into any borrowing arrangements during the financial period. 9. SHARE CAPITAL 2005 £ Authorised: 200,000,000 ordinary shares of £0.01 each 2,000,000 =========== Allotted, called up and fully paid: 8,846,154 ordinary shares of £0.01 each 88,462 =========== Allotments during the year: The Company made an initial allotment of 5,000,000 ordinary £0.01 shares at par on incorporation and a further allotment of 3,846,154 ordinary £0.01 shares at £0.13 per share by way of a placing. The difference between the total consideration of £550,000 and the total nominal value of £88,462 has been credited to the share premium account less costs incurred on the issue of shares. 10. SHARE PREMIUM ACCOUNT AND RESERVES Share premium Profit and account loss account £ £ Retained loss for the period - (373,060) Premium on allotment during the period net of expenses 295,664 - ------------ ------------ At 31 January 2005 295,664 (373,060) ============ ============ The balance on the share premium account may not be distributed legally under section 264 of the Companies Act 1985. 11. RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS 2005 £ Loss for the financial year (373,060) Issue of shares, net of expenses 384,126 ----------- Net increase in shareholders' funds 11,066 Shareholders' funds at 12 February - 2004 ----------- Shareholders' funds at 31 January 2005 11,066 =========== 12. NET CASH OUTFLOW FROM OPERATING ACTIVITIES 2005 £ Operating loss (380,744) Increase in debtors (34,392) Increase in creditors 228,251 ----------- Net cash outflow from operating activities (186,885) =========== 13. RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET FUNDS 2005 £ Increase in cash in the period 204,925 ----------- Movement in net funds in the period 204,925 Net funds at 12 February 2004 - ----------- Net funds at 31 January 2005 204,925 =========== 14. GROSS CASH FLOWS 2005 £ Returns on investment and servicing of finance Interest received 7,786 Interest paid (102) =========== Financing Issue of shares 550,000 =========== 15. ANALYSIS OF CHANGES IN NET FUNDS At At 12 February 2004 Cash flow 31 January 2005 Cash in hand and at bank £ - £ 204,925 £ 204,925 =========== =========== =========== 16. CAPITAL COMMITMENTS The Company had no capital commitments at 31 January 2005. 17. CONTINGENT LIABILITIES There were no contingent liabilities at 31 January 2005. 18. RETIREMENT BENEFITS Defined Contribution Pension Scheme The Company does not operate a pension scheme. Pension contributions for Directors are paid into private personal pension funds. Contributions are charged to the profit and loss as they are incurred. The amount charged to the profit and loss account during the period was £66,794. 19. RELATED PARTY TRANSACTIONS On 2 March 2004, the Company entered into an agreement with NRG Capital Investments Ltd, under which NRG Capital Investments Ltd agreed to advise in respect of its fund-raising strategy. Upon Admission, the Company paid to NRG Capital Investments Ltd a fee of £50,000. Both Nigel Robertson and John Vergopoulos are interested by way of their interest in NRG Capital Investments Ltd, an offshore investment company, which holds 1,210,400 Ordinary Shares under their names. 20. CONTROLLING RELATED PARTIES The ultimate controlling related parties of the Company are the Directors who control together 56.6% of the issued share capital as disclosed in the Report of the Directors. This information is provided by RNS The company news service from the London Stock Exchange

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