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Wilshaw PLC (WSW)

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Thursday 28 September, 2006

Wilshaw PLC

Final Results

Wilshaw PLC
28 September 2006



Wilshaw Plc

Results for the year ended 31 March 2006

28 September 2006


Chairman's Statement

The audited results for the twelve months ended 31st March 2006 showed that your
Company incurred a loss of £291,000.

At present the Company does not conduct business and is a cash shell.  The cash
resources as at 31 March 2006 stand at £815,000

The Board is actively seeking acquisitions to create shareholder value for
members.  We have been assessing natural resource deals and more recently
commercial property.

We would advise shareholders that we have been informed by our Nominated Adviser
that in line with their policy on cash shells, they will suspend trading in the
Company's shares from 3rd November 2006 unless the Company has by then announced
an acquisition.

These audited accounts will be sent to shareholders and will be available from
the Company's registered office at 1 Bentinck Street, London, W1V 2ED, for a
period of 30 days from the date hereof.


Directors' Report

The directors present their report and the audited financial statements for the
year ended 31 March 2006.

Principal activities and Review of Business

On the disposal of the magnets business in a previous year the company became a
cash shell. The result for the year is set out in the profit and loss account on
page 7.

Administrative expenses were below the prior year at £350,000 (2005: £491,000).
The loss on ordinary activities before taxation was £291,000 (2005: £2,010,000).

The company had net assets in excess of £2.7 million (2005 - £3million).

The Company entered into two loan arrangements with Scot Young on 7th March,
2006 and 10th March, 2006 under which short term loans totalling £1,745,000 were
advanced to Mr Young and, in particular, with respect to a potential commercial
property investment in Moscow, Russia in which Mr Young was involved, and in
respect of which an informal option interest was granted. Details of the loan
and potential investment were announced on 31st March, 2006. Mr Young
subsequently fell into financial difficulties and defaulted on repayment of the
loans in May 2006. The Company announced on 9th June 2006 that it had exercised
its security rights over the shares of certain companies holding interests in
the investment. On 30th August, 2006, an agreement was signed by the companies
agreeing to dispose of their interests in the joint venture company holding the
investment in Moscow. Upon completion of the agreement, these companies will
repay to the Company in full the total principal amount advanced on the loan of
£1,745,000, less costs. The agreement is subject to a number of conditions,
which are required to be satisfied on or before 15th October, 2006. The terms of
the agreement are otherwise to remain confidential. Details of the transaction
were announced by the Company on 31st August, 2006.

Having made enquiry, the directors have no reason to believe, at the date of
publication of these accounts, that matters to be resolved by the companies for
the purposes of fulfilling the relevant conditions under the agreement cannot be
so resolved.


Results and Dividend

In view of the loss for the year the directors do not recommend payment of a
dividend.


Consolidated Profit and Loss Account
for the year ended 31 March 2006

                                                        Notes   2006      2005
                                                               £'000     £'000
Discontinued operations
Turnover                                                  2        -     2,247
Cost of sales                                             3        -    (1,664)
                                                              _______  _______
Gross Profit - discontinued operation                     3        -       583
Other operating expenses                                  3             (1,172)

Operating Loss
Continuing operations                                     3     (350)     (491)
Discontinued operations                                            -       (98)
                                                                          (589)
Disposal of discontinued operations                                -       228
Goodwill written off directly to reserves in earlier
years                                                    11        -    (1,620)
                                                              _______  _______

Losses on ordinary activities before interest                   (350)   (1,981)
Interest receivable and similar income                    5       63       104
Interest payable and other similar charges                6       (4)     (110)
Net interest charge in defined benefit pension schemes
held in discontinued operations                                    -       (23)
                                                              _______  _______
Loss on ordinary activities before taxation               4     (291)   (2,010)
Tax on losses on ordinary activities                      8        -        10

Retained loss for the financial year                            (291)   (2,000)
                                                              _______  _______

Loss per share                                            9    (0.74p)   (5.10p)
                                                              _______  _______




Consolidated Balance Sheet
as at 31 March 2006


                                      Notes        2006              2005
                                              £'000    £'000    £'000    £'000
Fixed assets
Tangible assets                         10                 2                 4
                                                      ______            ______
                                                           2                 4

Current Assets
Debtors                                 12       73               141
Current asset investments               13    1,978               456
Cash at bank                                    815             2,613
                                             _______           ______
                                              2,866             3,210

Creditors: amounts falling due within
one year                                14      (68)             (123)

                                             _______           ______
Net current assets                                     2,798             3,087
Total assets less current liabilities                 _______           _______
                                                       2,800             3,091
                                                      _______           _______
Net assets                                             2,800             3,091
                                                      ______            _______

Capital and reserves

Called up share capital                 16             1,960             1,960
Special reserve                         17             1,131             1,131
Profit and loss account                 18              (291)                -
                                                      _______           _______

Shareholders' funds-equity                             2,800             3,091
                                                      _______           _______



Consolidated Cash Flow Statement
for the year ended 31 March 2006


                                                   2006              2005
                                      Notes  £'000     £'000    £'000    £'000

Net cash from operating
activities                              1               (335)             (302)

Returns on investments and servicing
of finance

Interest received                               63                 98        -
Investment income                                -                 88
Interest paid                                   (4)               (10)
                                                     _______            _______
Net cash outflow for
returns on                                               
investments and servicing of finance                      59               176

Taxation                                                                   235

Capital expenditure

Purchase of tangible fixed
assets                                                     -               (25)

Acquisitions and disposal

Proceeds of sale of
discontinued operations net
of expenses                                                -               886

Net cash outflow for capital
expenditure

Equity dividends paid                                      -                 -
                                                     _______            _______

Net cash inflow/(outflow)
before management                                       
of liquid resources and financing                       (276)              970

Financing

Repayment of Loan                                          -                (2)

Net cash inflow/(outflow)
from management of liquid
resources                                             (1,522)               14
                                                     _______            _______

Increase/(Decrease) in cash
in the year                           2, 3            (1,798)              982
                                                     _______            _______




Notes to the Consolidated Cash Flow Statement
for the year ended 31 March 2006

1.     Reconciliation of operating profit to net cash inflow from operating
activities

                                                                              2006                 2005
                                                                             £'000                £'000

Operating loss                                                                (350)                (589)
Depreciation and amortisation charge                                             2                  166
Decrease/(increase) in debtors                                                  68                  180
(Decrease)/increase in creditors                                               (55)                (165)
Stock decrease                                                                   -                  106
                                                                           _______              _______
                                                                        
Net cash outflow from operating activities                                    (335)                (302)
                                                                           _______              _______


2.     Analysis of net funds

                                 At 1 April       Cash flow        At 31 March
                                       2005                               2006
                                          £               £                  £

Cash at bank and in hand              2,613          (1,798)               815
Liquid resources                        456           1,522              1,978
                                    _______        _______             _______

Net fund                              3,069            (281)             2,793
                                    _______        _______             _______



3.        Reconciliation of net cash flow to movement in net funds

                                                                2006      2005
                                                               £'000     £'000

Increase/(Decrease) in cash in the year                       (1,798)      982

Cash outflow/(inflow) from management of liquid resources      1,522       (14)
Translation Difference                                                      (3)
Change in market value of investments                                     (179)
                                                             _______     _______

Movement in net funds in the year                               (276)      786
Opening net funds                                              3,069     2,283
                                                             _______     _______

Closing net funds                                              2,793     3,069
                                                             _______     _______
    

4.      Loss per share

Loss per share has been calculated on the loss after taxation of £291,109 (2005:
£2,000,000) and the weighted average of 39,205,000 shares in issue during the
year (2005: 39,205,000).  No diluted loss per share is disclosed as current
share options in issue are not dilutive


5.       Current asset investments

                                                   Group                 Group
                                                    2006                  2005
                                                   £'000                 £'000
Listed Investments                                   233                   456
Other Investments                                  1,745                     -
                                               _________             _________

                                                   1,978                   456
                                               _________             _________


Listed investments primarily comprises Class A share holding in Russian
Federation First Mercantile which are quoted on the Bermuda Stock exchange.
Listed investments are stated at market value.

Other investments represent a loan advanced to Scot Young secured against
investments made by the borrower. Subsequent to the year end Mr Young failed to
repay the loan in line with the agreed terms. Agreement has now been reached by
the companies over which security was taken for the loan whereby subject to a
number of conditions being satisfied on or before 15 October 2006 they will
repay to the company the outstanding amount.




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