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Octagonal PLC (OCT)

  Print      Mail a friend       Annual reports

Monday 29 June, 2015

Octagonal PLC

Final Results

RNS Number : 5694R
Octagonal PLC
29 June 2015
 

Octagonal Plc / Index: AIM / TIDM: OCT

 

 

29 June 2015

 

Octagonal Plc

('Octagonal' or the 'Company')

 

Final Results for the year ended 31 March 2015

 

 

The Company is pleased to announce its final audited results for the year ended 31 March 2015, which are set out in Appendix 1 below. The Annual Report and Accounts have been posted to shareholders and are available from the Company's website (www.octagonalplc.com). 

 

Included within this announcement in Appendix 2 is a memorandum containing the Final Results for Global Investment Strategy (UK) Limited ("GIS") for the year ended 31 March 2015. This follows the publication of the Company's Re-admission document dated 11 June 2015 which contained financial information on OCT and GIS for the period ended 30 September 2014.

 

 

For further information please visit www.octagonalplc.com or contact:

 

Enquiries:

 

Octagonal plc                                                +44 (0) 20 7440 0640        

Donald Strang                                

Jason Berry                                 

David Lenigas

 

Proposed Director contacts

John Gunn, CEO

Nilesh Jagatia, CFO

+44 (0) 207 048 9400

+44 (0) 207 048 9405

                               

                                        

Beaumont Cornish Limited                             +44(0) 20 7628 3396

Nominated Adviser and Broker

Roland Cornish/ James Biddle

 

Northland Capital Partners Limited                 +44(0) 20 7382 1100 

Broker (from Admission)

Patrick Claridge/ John Howes/ David Hignell  

 

Appendix 1: Extracts of the OCT Financial Results                 

        

       Chairman's Statement

                         

I am pleased to present the annual report and accounts for the year ended 31 March 2015.

 

Overview

 

Octagonal Plc has a strong balance sheet with no debt and current assets including cash as at 31 March 2015 amounting to £549,000.

 

This has been a period of considerable change for the Company. After significant work from the directors and its advisors, the Company has re-emerged as Octagonal Plc ("Octagonal") with a specific focus on acquiring interests in valuable project opportunities whereby returns can be achieved and with potential for growth. The board had previously raised approximately £1.5 million to strengthen the Company's balance sheet and provide funds that are to be invested in accordance with the Company's investing policy.  The Company has made several new investments.

 

On 1 October 2014, the Company announced it had substantially implemented its investing policy in accordance with Rule 15 of the AIM Rules for Companies.

 

On 7 November 2014, the Company announce that it had raised £500,000 through the subscription for 166,666,667 new ordinary shares of 0.05 pence each in the Company (the "Subscription Shares") at a price of 0.30 pence per Subscription Share by existing shareholders and new investors.

 

Investments

 

On 10 April 2014, the Company announced that it had completed the acquisition of a 9.97% interest in Global Investment Strategy UK Limited ("GIS") which is a London headquartered financial services company trading in the Global Markets, including equities, fixed income, commodities, currency and futures, using its proprietary online trading platforms and clearing and safe custody systems.

 

GIS's global settlement and safe custody clearing business alone transacts for over 300 global hedge funds and family wealth offices. GIS manage on average over 6,000 transactions per month with monthly settlement values exceeding £400 million on behalf of global institutional accounts. GIS is a London Stock Exchange member firm and is regulated by the FCA.

 

GIS offer a broad scope of settlement, custody, banking, broking and advisory services to professional, retail, corporate and eligible counterparty clients. GIS have over 100 counterparty relationships including most of the major local and international investments banks transacting in the UK. In addition to its core business of global settlement and custodial settlement services, GIS has an Investment Management Division, managing funds for both domestic and overseas clients on a discretionary basis.

 

On 30 September 2014, the Company announced that it had acquired, on-market, a 3.05% interest in Hume Capital plc, a boutique London Stockbroker admitted to trading on AIM. In March 2015, Hume Capital plc advised that Leonard Curtis Recovery Limited had been appointed as special administrators. On 17 April 2015, Hume Capital plc announced the cancellation of admission to trading on AIM. As a consequence the full value of this investment has been provided for in the current year's accounts.

 

On 1 October 2014, the Company announced it had invested approximately £60,000 in various quoted financial services businesses in accordance with the Company's stated investing policy.

 

 

Proposed Acquisition

 

On 12 June 2015, the Company announced it had entered into conditional agreements to acquire the issued share capital of GIS that it does not currently own. The acquisition, which is in line with the Company's investing policy will, however, result in a fundamental change in the business of the Company and will constitute a reverse takeover under the AIM Rules. As a consequence, the Directors are seeking Shareholder approval for the Acquisition at the General Meeting on 29 June 2015. The Company's Admission document has been posted to Shareholders on 12 June 2015.

 

Should the acquisition complete, the Enlarged Group will become a financial services company, which provides settlement and safe custody services to smaller institutional funds, family wealth offices and high net worth investors along with other ancillary services.

 

Principal Terms of the Acquisition

 

On 11 June 2015, the Company entered into various acquisition agreements, pursuant to which it has conditionally agreed to acquire the entire issued share capital of GIS (not already owned by the Company) for a purchase price comprising:

·              £1.5 million in cash; and

·              the issue of 336,136,132 ordinary shares in the Company at a price of 2p per share.

 

The purchase price is payable in full on Admission and is payable to the remaining GIS shareholders ("Vendors") in proportion to their respective holdings in GIS. The acquisition agreements contain warranties from each of the Vendors confirming unencumbered title to the shares in GIS held by them and from John Gunn in relation to the business, assets and operations of GIS.

 

The acquisition is conditional upon, inter alia:

·              the passing of various resolutions at the General Meeting;

·              FCA Approval; and

·              Admission.

 

Capital Re-organisation

As part of the Proposals, the Company is proposing to undertake a capital re-organisation of its issued existing ordinary shares as shown on the Register of Members at 6.00pm on 25 June 2015. This will be achieved by undertaking a 1 for 11 share consolidation whereby the existing ordinary shares become 0.55p new ordinary shares. These 0.55p new ordinary shares are then sub-divided and reclassified into one new ordinary share of 0.05p and one deferred share of 0.50p each.

In addition, following the Capital Re-organisation, the exercise price of all existing warrants will increase by a factor of 11.

 

Share Placement

The Company has conditionally raised £1,700,000 gross pursuant to the terms of a subscription by the issue of the ordinary shares at 2p per share following the consolidation ("Subscription shares"). The Subscription shares will rank pari passu in all respects with the new ordinary shares (following the consolidation) including the right to receive all dividends and other distributions declared, paid or made after the date of issue. The Subscription shares, which are not underwritten or guaranteed, is conditional, inter alia, upon the acquisition completing and Admission becoming effective. The net proceeds from the Subscription shares will be used to part fund the acquisition and for the general working capital requirements of the Enlarged Group following Admission.

 

Admission to AIM and Dealings

Application will be made to the London Stock Exchange for the Enlarged Issued Share Capital to be admitted to trading on AIM, Subject to the passing of the various resolutions and FCA Approval. It is expected that Admission will take place, and dealings in the issued ordinary shares on AIM will commence, on 30 June 2015.

 

Share options and warrants

The Company has outstanding warrants to subscribe for an aggregate of 3,666,666 existing ordinary shares. Immediately following the Capital Re-organisation and assuming the various resolutions are passed, there will be outstanding warrants and options to subscribe for an aggregate of 333,333 new ordinary shares assuming no existing warrants or existing options are exercised following the date of this document.

Investors should note that the Company has agreed the following exercise of various options and warrants, conditional on Admission:

 

Exercise of existing 0.1p warrants

The holders of the existing 0.1p warrants have each exercised those warrants on the terms of a notice of exercise conditional only upon Admission occurring. The total number of existing 0.1p warrants exercised subject to Admission is 4,272,730 warrants at 1.1p per warrant on the basis that the Capital Re-organisation has been effected. The notice of exercise of the existing 0.1p Warrants dated 29 May 2015 provides that the exercise price for those warrants, amounting in aggregate to £47,000, is payable on Admission by the holders and that where holders have elected to receive their new ordinary shares in CREST that the respective CREST accounts will be credited on 19 June or where they have elected to receive their new ordinary shares in certificated form that such certificates will be despatched within fourteen days of Admission. In the event that Admission has not occurred by 31 July 2015 then the notice of exercise provides that it automatically lapses and is of no further force and effect. Following Admission there will be no existing 0.1p warrants outstanding and capable of exercise.

 

Cancellation of existing options

The holders of the existing options have agreed, on the terms of individual agreements dated on or about 29 May 2015 and entered into by each holder of an existing option and the Company, that conditional only upon Admission occurring they have agreed to the cancellation of their existing options in consideration for the issue to them of an aggregate amount of 5,848,485 new ordinary shares being a ratio of 1 new ordinary share issued for every 16.5 existing options cancelled. The total number of existing options cancelled under these agreements is 96,500,001 (being 8,772,730 options on the basis that the Capital Re-organisation has been effected).

 

The terms of the agreements entered into between the holders of the existing options and the Company provide for the cancellation of the existing options in consideration for an issue of new ordinary shares in the ratios as set out above and further provide that: with effect from Admission the existing options are terminated and rendered null and void and that all past, current or future obligations of either the Company or the holders of existing options are extinguished in full and final settlement. The holders of existing options give certain warranties to the Company as to title, ownership, authority and confirmation of no encumbrances as regards the existing options.

 

Cancellation of existing 0.3p warrants

The holders of the existing warrants have agreed, on the terms of individual agreements dated on or about 29 May 2015 and entered into by each holder of an existing warrant and the Company, that conditional only upon Admission occurring they have agreed to the cancellation of their existing warrants in consideration for the issue to them of an aggregate amount of 18,206,069 new ordinary shares being a ratio of 1 new ordinary share issued for every 22 existing Warrants cancelled. The total number of existing warrants cancelled under these agreements is 401,200,001 (being 36,472,727 warrants on the basis that the Capital Re-organisation has been effected). The terms of the agreements entered into between the holders of the existing warrants and the Company provide for the cancellation of the existing warrants in consideration for an issue of new ordinary shares in the ratio as set out above and further provide that: with effect from Admission the existing warrants are terminated and rendered null and void and that all past, current or future obligations of either the Company or the holder of existing warrants are extinguished in full and final settlement and the holders of existing warrants give certain warranties to the Company as to title, ownership, authority and confirmation of no encumbrances as regards the existing warrants.

 

The conversion ratio in respect of this conversion of options and warrants as detailed above, is based on a Black-Scholes valuation of the existing options and warrants.

 

Further details of the proposed acquisition and capital re-organisation can be found in the circular to shareholders dated 11 June 2015 a copy of which is available on the Company's website: www.octagonalplc.com 

 

Directors

 

On 5 June 2014, David Lenigas joined the board as a non-executive director and Dan Maling stepped down from board on 16 July 2014, Jason Berry joined the board as an executive director. On 14 April 2015, Hamish Harris stepped down from the board.

 

Results for the period

 

During the period, the Group made a loss after taxation of £1,128,000 (2014: £188,000). This loss included a share based payment charge of £234,000 (2014: £84,000) and a loss provision on AFS assets of £84,000 (2014: nil).There was a weighted loss per share of 0.13p (2014: loss per share 0.08p). 

 

Current assets including cash at 31 March 2015 amounted to £549,000 (2014: £1,336,000).

 

Outlook

 

The Board is confident that the investments made by the Company are both encouraging and potentially rewarding. We will look to realise this potential over the future years in addition to continuing to review other investment opportunities.

 

We believe the Company is now best placed to move forward and to enhance future shareholder value.

 

The Board would like to take this opportunity to thank all our shareholders for their continued support.

 

 

 

 

Donald Strang

Chairman

26 June 2015

 




 


OCTAGONAL STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2015

 



Year ended


Note

31 March 2015

31 March 2014



£'000

£'000





Administrative expenses


(819)

(132)

Loans to subsidiaries recovered


-

28

Unrealised gain on AFS assets

9

9

-

Loss provision on AFS assets

9

(84)

-

Share based payment charge


(234)

(84)

Total administrative expenses


(1,128)




Loss from operations

5

(1,128)

(188)




Finance revenue

4

-




Loss before taxation


(1,128)

(188)




Taxation

6

-




Loss before and after taxation, and loss attributable to the equity holders of the Company


(1,128)

(188)









Loss per ordinary share




Basic and diluted loss per share (pence)

7

(0.13)

(0.08)

 

The Company has no other comprehensive income or losses for the year, other than the retained loss for the year.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes form an integral part of these financial statements.




 

OCTAGONAL STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2015

 


 

Notes

As at

31 March

2015

£'000

As at

31 March

2014

£'000

NON-CURRENT ASSETS




Investment in subsidiaries

8

-

-

Available for sale investments

9

804

100



804

100





CURRENT ASSETS




Trade and other receivables

10

334

24

Available for sale investments

9

69

-

Cash and cash equivalents

11

146

1,312



549

1,336





TOTAL ASSETS


1,353

1,436





EQUITY




SHAREHOLDERS' EQUITY




Called up share capital

12

878

640

Share premium


1,713

1,148

Share based payment reserve

14

318

84

Retained earnings


(1,699)

(571)





TOTAL EQUITY


1,210

1,301





LIABILITIES




CURRENT LIABILITIES




Trade and other payables

13

143

135





TOTAL LIABILITIES


143

135





TOTAL EQUITY AND LIABILITIES


1,353

1,436





 

 

The financial statements were approved and authorised for issue by the Board of Directors on 26 June 2015 and were signed on its behalf by:

 

 

 

 

Donald Strang                                                                           Jason Berry

Director                                                                                      Director

 

 

 

 

 

The accompanying notes form an integral part of these financial statements.


OCTAGONAL STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2015

 


Share capital

£'000

Share

premium

£'000

Share

Based

Payment

Reserve

£'000

Profit and loss

account

£'000

Total

equity

£'000







Balance at 31 March 2013

309

-

-

(383)

(74)







Transactions with owners






Shares issued

331

1,159

-

-

1,490

Share issue costs

-

(11)

-

-

(11)

Share based payment charge

-

-

84

-

84

Total transactions with owners

331

1,148

84

-

1,563







Loss & total comprehensive income for the year

-

-

-

(187)

(188)







Balance at 31 March 2014

640

1,148

84

(571)

1,301







Transactions with owners






Shares issued

238

599

-

-

837

Share issue costs

-

(34)

-

-

(34)

Share based payment charge

-

-

234

-

234

Total transactions with owners

238

565

234

-

1,037







Loss & total comprehensive income for the year

-

-

-

(1,128)

(1,128)







Balance at 31 March 2015

878

1,713

318

(1,699)

1,210

 

 

 

 

 

 

 

STATEMENT OF CASH FLOWS
FOR THE
YEAR ENDED 31 MARCH 2015

 



2015

2014



£'000

£'000

Cash flow from operating activities




Loss after taxation


(1,128)

(188)

Unrealised gain on AFS assets


(9)

-

Loss provision on AFS assets


84

-

Equity settled share based payments


234

84

(Increase) in trade and other receivables


(310)

(13)

Increase/(decrease) in trade and other payables


8

(65)

Net cash (outflow) from operating activities


(1,121)

(182)





Cash flows from investing activities




Payments to acquire AFS assets


(848)

-

Net cash (outflow) from investing activities


(848)

-





Cash flows from financing activities




Proceeds from issue of share capital


837

1,470

Share issue costs


(34)

(11)

Net cash inflow from financing activities


803

1,459





Net (decrease)/increase in cash and cash equivalents


(1,166)

1,277





Cash and cash equivalents at beginning of period


1,312

35





Cash and cash equivalents at end of period


146

1,312

 

 

 

 

 

The accompanying notes form an integral part of these financial statements.

 

1.            ACCOUNTING POLICIES

 

Background information

Octagonal plc is incorporated and domiciled in Great Britain.  The address of Octagonal plc's registered office is Suite 3B, 38 Jermyn Street, London, SW1Y 6DN which is also the Company's principal place of business.  Octagonal plc's shares are listed on the AIM of the London Stock Exchange.

 

Basis of preparation

These financial statements have been prepared in accordance with International Financial Reporting Standards as adopted for use in the European Union and IFRIC interpretations and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS. The financial statements have been prepared under the historical cost convention, except that they have been modified to include the presentation of certain non-current financial assets and liabilities at fair value.

 

The financial statements of Octagonal plc are presented in pounds sterling, which is also the functional currency the company.

 

Going Concern

The financial statements have been prepared on a going concern basis as outlined in the Directors Report.

 

The Directors note the losses that the Company has made for the Year ended 31 March 2015. The Directors have prepared cash flow forecasts for the period ending 30 April 2016 which take account of the current cost and operational structure of the Company. The cost structure of the Company comprises a high proportion of discretionary spend and therefore in the event that cash flows become constrained, costs can be quickly reduced to enable the Company to operate within its available funding.  These forecasts demonstrate that the Company has sufficient cash funds available to allow it to continue in business for a period of at least twelve months from the date of approval of these financial statements.

 

Accordingly, the financial statements have been prepared on a going concern basis.

 

Adoption of new or amended IFRS

 

In the current year, no new or revised Standards and Interpretations have been required to be adopted and therefore there are no new affects to the amounts reported in these financial statements.

At the date of authorisation of these financial statements, the following Standards and Interpretations which have not been applied in these financial statements were in issue but not yet effective (and in some cases had not yet been adopted by the EU):

 

IFRS9 (revised)     Financial Instruments

IFRS10 (revised)   Consolidated Financial Statements

IFRS12 (revised    Joint Arrangements

IFRS 15                  Revenue recognition

IAS27 (revised)    Investment Entities

IAS28 (revised)    Investments in Associates and Joint Ventures

IAS32 (revised)    Offsetting Financial Assets and Financial Liabilities

 

The directors do not expect that the adoption of the Standards and Interpretations listed above will have a material impact on the financial statements of the Company in future periods, except as that IFRS9 will impact both the measurement and disclosures of Financial Instruments.

 

Adoption of new or amended IFRS (continued)

Beyond the information above, it is not practicable to provide a reasonable estimate of the effect of these standards until a detailed review has been completed. The directors do not expect that the adoption of the standards listed above will have a material impact on the financial statements of the Company in future periods, however, it is not practicable to provide a reasonable estimate of the effect of these standards until a detailed review has been completed.

 

Revenue recognition

The Company has no revenue for the years ended 31 March 2015, and 31 March 2014.

 

Investments in subsidiary undertakings

Investments in subsidiary undertakings are held as a non-current asset and are shown at cost less any provision for impairment.

 

Available-for-Sale Financial Assets

 

Available-for-sale financial assets include non-derivative financial assets that are either designated as such or do not qualify for inclusion in any of the other categories of financial assets. All financial assets within this category are measured subsequently at fair value, with changes in value recognised in other comprehensive income. Gains and losses arising from investments classified as available-for-sale are recognised in the income statement when they are sold or when the investment is impaired. In the case of impairment of available-for-sale assets, any loss previously recognised in equity is transferred to the income statement. Impairment losses recognised in the income statement on equity instruments are not reversed through the income statement.

 

The available for sale asset, held by the Company which is not traded in an active market, and its fair value is therefore determined by using valuation techniques. The Company uses its judgement to select a variety of methods and make assumptions that are mainly based on market conditions existing at each balance sheet date. The Company has used discounted cash flow analysis for this financial assets.

 

An assessment for impairment is undertaken at least at each Statement of Financial Position date.

 

Financial Instruments

Financial instruments are initially recognised at fair value. Fair value is the amount at which such an instrument could be exchanged in an arm's-length transaction between informed and willing parties.

 

Unquoted investments with no reliable measure of fair value are stated at cost less impairment. Income from these investments is recognised in the income statement when entitlement is established.

 

De-recognition of financial assets occurs when the rights to receive cash flows from the investments expire or substantially all of the risks and rewards of ownership have been transferred. An assessment for impairment is undertaken at least at each statement of financial position date whether or not there is objective evidence that a financial asset is impaired.

 

Trade and other receivables are recognised initially at fair value and subsequently restated for any impairment. If collection is expected in one year or less (or in the normal operating cycle of the business if longer), they are classified as current assets. If not, they are presented as non-current assets.

 

Financial Instruments - continued

 

Cash and cash equivalents comprise cash at bank and in hand as well as short term bank deposits.

 

Financial liabilities are obligations to pay cash or other financial assets and are recognised when the company becomes party to the contractual provisions of the instrument. All financial liabilities are recorded initially at fair value, net of direct issue costs and subsequently measured at amortised cost using the effective interest method, less settlement payments. Interest related charges are recognised as an expense in finance costs in the income statement.

 

Finance charges, including premiums payable on settlement or redemption and direct issue costs are charged to the income statement on an accruals basis using the effective interest method. They are added to the carrying amount of the instrument to the extent that they are not settled in the period in which they arise.

 

Trade payables are obligations to pay for goods, services and fees that have been either acquired or incurred in the ordinary course of business. Amounts payable are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer). If not they are presented as non-current liabilities.

 

A financial liability is derecognised only when the obligation is discharged, cancelled or expires.

 

Income Tax

Current tax liabilities and assets for the current and prior periods are measured at the amount expected to be paid to or recovered from the taxation authorities using the tax rates and laws that have been enacted and substantively enacted by the balance sheet date.

 

Income tax expense comprises current and deferred tax.  Income tax expense is recognised in the statement of comprehensive income except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity.  Current tax is the expected tax payable on the taxable income for the period, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.

 

Deferred tax is recognised using the balance sheet method, providing temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes.  Deferred tax is not recognised for the following temporary differences:  The initial recognition of goodwill, the initial recognition of assets and liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit, and differences relating to investment in subsidiaries and jointly controlled entities to the extent that they probably will not reverse in the foreseeable future.  Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date.  Deferred tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.

 

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date.  Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

 

 

Share based payments

The Company operates equity settled share based compensation plans for remuneration of its Directors and employees. All share-based payment arrangements are recognised in the financial statements in accordance with IFRS 2 'Share based payments'.

 

All services received in exchange for the grant of any share-based payment are measured at their fair values. Where employees are rewarded using share-based payments, the fair values of employees' services are determined indirectly by reference to the fair value of the instrument granted to the employee. This fair value is appraised at the grant date and excludes the impact of non-market vesting conditions (for example, profitability and sales growth targets).

 

All equity-settled share-based payments are ultimately recognised as an expense in the income statement with a corresponding credit to equity.

 

If vesting periods or other non-market vesting conditions apply, the expense is allocated over the vesting period, based on the best available estimate of the number of share options expected to vest. Estimates are subsequently revised if there is any indication that the number of share options expected to vest differs from previous estimates. Any cumulative adjustment prior to vesting is recognised in the current period. No adjustment is made to any expense recognised in prior periods if share options ultimately exercised are different to that estimated on vesting. Upon exercise of share options the proceeds received net of attributable transaction costs are credited to share capital, and where appropriate, share premium.

 

Where the equity settled award is cancelled it is treated as if it had vested on the date of cancellation and any cost not recognised in the income statement for the award is expensed immediately. Any compensation paid up to the fair value of the award is deducted from equity with any excess over fair value being treated as an expense in the income statement.

 

Critical accounting estimates and judgements

The preparation of the financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of turnover, expenses, assets and liabilities. The estimates and judgements are based on historical experience and other factors, including expectations of future events that are believed to be reasonable and constitute management's best judgement at the date of the financial statements. In the future, actual experience could differ from those estimates.

 

The principal estimates and assumptions that could have a significant effect upon the company's financial results relate to impairment matters of investments.

 

Further details of estimates and assumptions are set out in each of the relevant accounting policies and detailed notes to the financial statements.

 

The principal judgements made by management that could have a significant impact upon the company's financial results relate to the following:

 

-           the assertions in the preparation of the financial statements on a going concern basis;

-           the assessment and appropriateness of recognition of deferred tax assets;

-           the assessment of investments and receivables for impairment.

-          

 

Reserves

The following describes the nature and purpose of each reserve within equity:-

 

Reserve

Description and purpose

 

Called up share capital

Share capital is determined using the nominal value of shares that have been issued

 

Share premium

Amount subscribed for share capital in excess of nominal value

 

Share based payment reserve

The share based payment reserve represents the cumulative amount which has been expensed in the income statement in connection with share based payments, less any amounts transferred to retained earnings on the exercise of share options.

 

Retained earnings

Cumulative net gains and losses recognised in the consolidated income statement and consolidated statement of comprehensive income

 

2.             SEGMENTAL REPORTING

 

An operating segment is a distinguishable component of the Company that engages in business activities from which it may earn revenues and incur expenses, whose operating results are regularly reviewed by the Company's chief operating decision maker to make decisions about the allocation of resources and assessment of performance and about which discrete financial information is available. The chief operating decision maker has defined that the Company's only reportable operating segment during the period administrative.

 

Following the disposal of the Company's major trading business subsidiary in 2013/2014 the Company is now operating as a single UK based segment, represented as continuing operations in the income statement.  The single reporting entity's primary activity is to invest in businesses so as to generate a return for the shareholders. 

 

Subject to further acquisitions the Company expects to further review its segmental information during the forthcoming financial year.

 

The Company has not generated any revenues from external customers during the period.



3.             EMPLOYEES AND DIRECTORS

 


2015

2014


£'000

£'000

Wages and salaries

394

36

Share based payment charge - Directors

-

84


394

120

 

The average monthly number of employees during the period was as follows:

 


2015

2014


No.

No.

Directors

4

3

Administration

-

-


4

3





£'000

£'000

Directors' remuneration

394

120

 

The following table provides details of the remuneration and fees excluding share options of all the directors holding office at 31 March 2015:

 

Executive Directors

2015

2014


£'000

£'000

D Strang

126

6

J Berry (appointed 16 July 2014)

56

-

H Harris (resigned 14 April 2015)

126

6

D Maling (resigned 5 June 2014)

18

6




Non-Executive Directors



D Lenigas (appointed 5 May 2014)

68

-

S Barrell*  (resigned 19 December 2013)

-

12

B Wise*  (resigned 2 October 2013)

-

6


394

36




Key Management  

394

36

 

*The services of S Barrell were provided through a consultancy agreement with SGB Consulting dated 3 August 2010. Mr Barrell did not receive any fees as a director of the company.

 

*The services of B Wise were provided through a consultancy agreement with Belton Consulting Limited dated 3 August 2010. Mr Wise did not receive any fees as a director of the company.

 

 

4.             FINANCE REVENUE

 


2015

£'000

2014

£'000

Finance income:



Deposit account interest

-

-




 

5.             LOSS BEFORE INCOME TAX

 

The loss before income tax is stated after charging/(crediting):

 


2015

£'000

2014

£'000




Share based payment charge - options

234

84

Auditors' remuneration

14

15

Loans to subsidiaries written-off

-

(28)

 

6.             INCOME TAX

 

Analysis of the tax charge

No liability to UK corporation tax arose on ordinary activities for the year ended 31 March 2015 nor for the period ended 31 March 2014.

 

Factors affecting the tax charge

The tax assessed for the period is higher than the standard rate of corporation tax in the UK. The difference is explained below:

 


2015

£'000

2014

£'000




Loss on ordinary activities before tax

(1,128)

(188)




Loss on ordinary activities multiplied by the standard rate of corporation tax in the UK of 21/23 %

 

(237)

 

(43)




Effects of:



Disallowed items

65

13

Unutilised losses

172

30




Total income tax

-

-

 

Factors that may affect future tax charges

The Company has tax losses in the UK, subject to HMRC approval, available for offset against future operating profits.  The Company has not recognised any deferred tax asset in respect of those losses, due to there being insufficient certainty regarding its recovery.

 

 

7.            EARNINGS PER SHARE

 

Basic earnings per share is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period.

 

The diluted earnings per share is calculated using the weighted average number of shares adjusted to assume the conversion of all dilutive potential ordinary shares.

 

The diluted loss per share is the same as the basic loss per share as the conversion of share options decreases the basic loss per share, thus being anti-dilutive.

 


2015


 

Earnings

£'000

Weighted average number of shares

Per-share

amount

pence

Basic EPS




Earnings attributable to ordinary shareholders from continuing operations

(1,128)

882,270,390

(0.13)


2014


 

Earnings

£'000

Weighted average number of shares

Per-share

amount

pence

Basic EPS




Earnings attributable to ordinary shareholders from continuing operations

 

(188)

 

227,895,130

 

(0.08)

 

 

8.             INVESTMENTS IN SUBSIDIARIES

 


£

COST


At 31 March 2013

1,697,272

Disposal

(1,697,272)

At 31 March 2014 and as at 31 March 2015

-



IMPAIRMENT


At 31 March 2013

1,697,272

Reversed on disposal

(1,697,272)

At 31 March 2014 and as at 31 March 2015

-



NET BOOK VALUE




At 31 March 2015

-



At 31 March 2014

-

 

The investment in IBP Limited was impaired to nil in the year ending 31 March 2013, on the basis of the company's proposed disposal for consideration of £1.  This was the Company's only subsidiary and the disposal was completed on 2 October 2013 following approval at a General Meeting of Shareholders on that date.

 

The Company's has no investments/interest in over 20% of the share capital of companies at the balance sheet date.

 

9.             AVAILABLE FOR SALE INVESTMENTS

 

Listed & Unlisted Investments

2015

£'000

2014

£'000




Balance at the beginning of the year

100

-

Acquired during the year

848

100

Unrealised gain on market value movement

9

-

Loss Provision on investment

(84)

-

Balance at the end of the year

873

100

 

The available for sale investments splits are as below:

2015

£'000

2014

£'000




Non-current assets - Unlisted

804

100

Current assets - Listed

69

-


873

100

 

On 26 March 2014 the Company completed the signing of a Binding Term Sheet to acquire a 9.97% interest (294,000 ordinary shares) in Global investment Strategy UK Limited. The initial cost on signing the agreement was a cash payment of £100,000, followed by a further cash payment of £700,000 on signing the Sale and Purchase Agreement, and Shareholders' Agreement, which completed by 10 April 2014.

 

Available-for-sale investments comprise investments in unlisted and listed securities which are traded on stock market throughout the world, and are held by the Company as a mix of strategic and short term investments.

 

10.          TRADE AND OTHER RECEIVABLES

 




2015

2014

Current Trade and other receivables



£'000

£'000






Other debtors



78

16

Prepayments and accrued income



256

8




334

24

 

The directors consider that the carrying amount of trade and other receivables approximates to their value.

 

11.          CASH AND CASH EQUIVALENTS

 

The amounts disclosed on the cash flow statement in respect of cash and cash equivalents are in respect of these balance sheet amount:

 

 



2015

£'000

2014

£'000






UK Sterling (£) bank accounts



146

1,312

 

 

12.          SHARE CAPITAL

 

Ordinary Shares

 

Number of ordinary share

Nominal Value

£

Total

Value

£'000





Issued at 31 March 2013

618,808,861

0.0005

309





Capital Reorganisation on 2 October 2013 (see (1) below);




Consolidation on 11:1 basis, ordinary shares of 0.55p each

 

56,255,351

 

0.0055

 

309

- Sub-division into deferred shares of 0.50p

56,251,351

0.0050

281

- Sub-division into ordinary shares of 0.05p

56,251,351

0.0005

28,





Ordinary shares carried forward at 2 October 2013

56,251,351

0.0005

28

On 2 October 2013, placing for cash at 0.1p per share

 

250,021,404

 

0.0005

 

125

On 3 January 2014, issue of shares for services

4,000,000

0.0005

2

On 7 February 2014, placing for cash at 0.3p per share

 

223,333,334

 

0.0005

 

112

On 28 February 2014, placing for cash at 0.3p per share

 

183,333,333

 

0.0005

 

91





Issued at 31 March 2014

716,943,422

0.0005

358





On 15 July 2014, warrants exercised for cash at 0.3p per share

 

31,466,666

 

0.0005

 

16

On 22 September 2014, issue for shares for cash at 0.05p per share

 

74,000,000

 

0.0005

 

37

On 7 November 2014, placing for cash at 0.3p per share

 

166,666,667

 

0.0005

 

83

On 25 November 2014, warrants exercised for cash at 0.3p per share

 

1,000,000

 

0.0005

 

1

On 21 January 2015, warrants exercised for cash at 0.3p per share

 

203,021,404

 

0.0005

 

102





Issued at 31 March 2015

1,193,098,159

0.0005

597

 

(1)   On 2 October 2013, at a General Meeting the shareholders approved a capital reorganisation. The existing ordinary shares of 0.05p were consolidated into 0.55p ordinary shares on an 11:1 basis.  These 0.55p ordinary shares were then sub-divided into an ordinary share of 0.05p each and a deferred share of 0.50p each. The rights attached to the new ordinary shares are in all material aspects the same as the rights attaching to the existing ordinary shares.

 

Deferred shares

As in (1) above, 56,255,351 deferred shares of 0.50p each were issued. These deferred shares do not carry voting rights.

 

12.          CALLED UP SHARE CAPITAL (continued)

 

Total ordinary and deferred shares

 

The issued share capital as at 31 March 2015 is as follows:

 


 

Number

of shares

Nominal Value

£

Total

Value

£'000





Ordinary shares

1,193,098,159

0.0005

597

Deferred shares

56,255,351

0.0050

281








878

 

Warrants issued

During the year ended 31 March 2014, the following warrants were issued;

·      On 2 October 2013 subscribers to the share issue were awarded one warrant per share at an exercise price of 0.1 pence, resulting in the issue of 250,021,404 warrants, with an expiry date of 2 October 2018.

·      On 7 February 2014, subscribers to the share issue were awarded one warrant per share at an exercise price of 0.3 pence, resulting in the issue of 223,333,334 warrants, with an expiry date of 28 February 2015.

·      On 28 February 2014, subscribers to the share issue were awarded one warrant per share at an exercise price of 0.3 pence, resulting in the issue of 183,333,333 warrants, with an expiry date of 28 February 2015. A further 30,000,000 warrants with the same terms were also issued to a subsequent investor.

As at 31 March 2014, the Company had 686,688,071 warrants in issue.

 

During the year ended 31 March 2015, no further warrants were issued, and 235,488,070 were exercised.  As at 31 March 2015, the Company had 451,200,001 warrants in issue.

 

Share Options

During the year ended 31 March 2015, the Company granted 81 million options over Ordinary Shares. (31 March 2014: 15.5 million issued)

 

As at 31 March 2015 the unexercised options in issue were;

 

Exercise Price

Expiry Date

Options in Issue

31 March 2015

0.3p

7 February 2019

15,500,001

0.3p

12 May 2019

81,000,000



96,500,001

 

During the year to 31 March 2015, nil (31 March 2014: 31million) options lapsed and no options were exercised during the period to 31 March 2015 (31 March 2014: no options exercised). No options were cancelled during either reported period.

 

 

 

12.          CALLED UP SHARE CAPITAL (continued)

 

Employee Benefit Trust

The Company established on 22 September 2014, an employee benefit trust called the Octagonal Employee Benefit Trust ("EBT") to implement the use of the Company's existing share incentive plan over 10% of the Company's issued share capital from time to time in as efficient a manner as possible for the beneficiaries of that plan. The EBT is a discretionary trust for the benefit of directors and employees of the Company and its subsidiaries.

 

Accordingly, the trustees of the EBT subscribed for 74,000,000 new ordinary shares of 0.05p each in the Company, at par value per share at an aggregate cost to the Company of £37,000, such shares representing 9% of the existing issued share capital of the Company (at that date). The shares held in the EBT are intended to be used to satisfy future awards made by the Company's Remuneration Committee under the share incentive scheme, as detailed in the Company's AIM admission document

 

 

13.          TRADE AND OTHER PAYABLES

 




2015

2014

Current trade and other payables:



£'000

£'000






Trade payables



126

2

Accruals and deferred income



17

133









143

135

 

The fair value of trade and other payables has not been disclosed as, due to their short duration, management considers the carrying amounts recognised in the balance sheet to be a reasonable approximation of their fair value.

 

18.          EVENTS AFTER THE END OF THE REPORTING PERIOD

 

On 14 April 2015, Hamish Harris resigned as a Director of the Company.

 

On 12 June 2015, the Company announced it had entered into conditional agreements to acquire the issued share capital of GIS that it does not currently own. Please refer to Chairman's Statement for further details.

 

 

 

Appendix 2: Extracts of GIS Final Results

 

 

 

GIS Profit and loss account

for the year ended 31 March 2015

 



        2015

        2014


Note

 

        £

 

        £

 

 

TURNOVER  

1,2

                  3,319,607

                  2,550,884 

 

Cost of sales


(1,311,923)

(851,520)

 

 

GROSS PROFIT


                  2,007,684

                  1,699,364

 

Administrative expenses


(1,534,697)

(973,020)

 

 

OPERATING PROFIT

3

                     472,987

                     726,344 

 

Loss on disposal of investments


                     (64,677) 

   -   

 

Interest receivable and similar income


                        49,300

   -   

 

Amounts written off investments


(427,679) 

(295,092)

 

Interest payable and similar charges

7

35

(11,750)

 

 

PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION


29,966

419,502

 

Tax on profit on ordinary activities

8

(25,397)

 -   

 

 

PROFIT FOR THE FINANCIAL YEAR

 

16

 

4,569

  419,502






All amounts relate to continuing operations.


There were no recognised gains and losses for 2015 or 2014 other than those included in the Profit and loss account.


The notes on pages 9 to 17 form part of these financial statements.

 

 

 

GIS Balance sheet

as at 31 March 2015

 


2015

2014



Note

£

£

£

£

 

FIXED ASSETS







 

Tangible assets


9


65,380


19,728

 

Investments


10


563,764


789,980












629,144


809,708

 

CURRENT ASSETS






 

Stocks

11

                3,928


193,460


 

Debtors

12

        1,141,197 


            858,022


 

Cash at bank


348,883


349,574










1,494,008


 1,401,056


 

CREDITORS: amounts falling due within one year

13

(178,830)


(272,973


 

NET CURRENT ASSETS



1,315,178


1,128,083  

 

TOTAL ASSETS LESS CURRENT LIABILITIES

        1,944,322


        1,937,791

 

CREDITORS: amounts falling due after more than one year

14


(1,962)


 - 

 

NET ASSETS

 



 

1,942,360


 

1,937,791

 

CAPITAL AND RESERVES






 

Called up share capital

15


        2,612,609


2,612,609

 

Profit and loss account

16


(670,249)


(674,818)

 

SHAREHOLDERS' FUNDS

 

17


 

1,942,360


 

1,937,791

 

 

The financial statements were approved and authorised for issue by the board and were signed on its behalf on    29 June 2015.

 

 

 

 

J W Gunn

Director

 

The notes on pages 9 to 17 form part of these financial statements.

 

 

GIS Cash flow statement

for the year ended 31 March 2015

 



        2015

        2014


Note

 

        £

 

        £

 

 

Net cash flow from operating activities

18

                     420,621

                     320,640

 

Returns on investments and servicing of finance

19

                                35

                    (11,750)

 

Capital expenditure and financial investment

19

                   (288,658) 

                     140,817 

 

Acquisitions and disposals

19

  -   

                  (800,752)  



                                                                       

                                                                       





CASH INFLOW/(OUTFLOW) BEFORE FINANCING


                     131,998

                  (351,045)  

 

Financing

19

                   (132,556)  

                    (82,150)



                                                                       

                                                                       





DECREASE IN CASH IN THE YEAR

 

 

 

(558)

(433,195)

 

 

Reconciliation of net cash flow to movement in net funds/debt

for the year ended 31 March 2015

 



        2015

        2014



        £

 

        £

 

 

Decrease in cash in the year


                           (558)

                  (433,195)

 

Cash outflow from decrease in debt and lease financing


132,556

82,150





CHANGE IN NET DEBT RESULTING FROM CASH FLOWS


                     131,998

                  (351,045) 

 

Other non‑cash changes


                        64,677

                               -

 

Loss on sale of current asset investments


(64,677)

-





MOVEMENT IN NET DEBT IN THE YEAR


                     131,998  

                  (351,045) 

 

Net funds at 1 April 2014


207,434

558,479





NET FUNDS AT 31 MARCH 2015

 

 

 

339,432

207,434

 

The notes on pages 9 to 17 form part of these financial statements.

 


1.         ACCOUNTING POLICIES

 


1.1

Basis of preparation of financial statements




The financial statements have been prepared under the historical cost convention and in accordance with applicable accounting standards.

 


1.2

Turnover




Turnover comprises revenue recognised by the company in respect of goods and services supplied during the year, exclusive of Value Added Tax and trade discounts.

 


1.3

Tangible fixed assets and depreciation





Tangible fixed assets are stated at cost less depreciation.  Depreciation is provided at rates calculated to write off the cost of fixed assets, less their estimated residual value, over their expected useful lives on the following bases:








Motor vehicles

25% reducing balance





Fixtures and fittings

25% reducing balance





Office equipment

25% reducing balance

 


1.4

Investments



 

Investments held as fixed assets are shown at cost less provision for impairment.

 


1.5

Leasing and hire purchase




Assets obtained under hire purchase contracts and finance leases are capitalised as tangible fixed assets. Assets acquired by finance lease are depreciated over the shorter of the lease term and their useful lives. Assets acquired by hire purchase are depreciated over their useful lives. Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the company. Obligations under such agreements are included in creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to the Profit and loss account so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.

 


1.6

Operating leases




Rentals under operating leases are charged to the Profit and loss account on a straight line basis over the lease term.

 


1.7

Stocks



 

Stocks are valued at the lower of cost and net realisable value after making due allowance for obsolete and slow‑moving stocks. Cost includes all direct costs and an appropriate proportion of fixed and variable overheads.

 


1.8

Foreign currencies




Monetary assets and liabilities denominated in foreign currencies are translated into sterling at rates of exchange ruling at the balance sheet date.

Transactions in foreign currencies are translated into sterling at the rate ruling on the date of the transaction.

Exchange gains and losses are recognised in the Profit and loss account.

 


 

2.         TURNOVER

 

The whole of the turnover is attributable to the principal activity undertaken in the UK.

 

All turnover arose within the United Kingdom.

 

 

3.         OPERATING PROFIT

 

The operating profit is stated after charging/(crediting):

 




        2015

        2014




        £

 

        £

 



Depreciation of tangible fixed assets:





             ‑ owned by the company

21,793

6,575



Operating lease rentals:





             ‑ other operating leases

140,997

173,961



Difference on foreign exchange

(562)

93

 

 

4.         AUDITORS' REMUNERATION

 




        2015

        2014




        £

 

        £

 


Fees payable to the company's auditor and its associates for the audit of the company's annual accounts

4,774

4,208


Fees payable to the company's auditor and its associates in respect of:





All other non‑audit services not included above

12,290

2,735

 

 

5.         STAFF COSTS

 

Staff costs, including directors' remuneration, were as follows:

 




        2015

        2014




        £

 

        £

 



Wages and salaries

438,617

247,462



Social security costs

42,595

37,079














 481,212

 284,541

 

The average monthly number of employees, including the directors, during the year was as follows:

 




        2015

        2014




            No.

            No.








Operations

11

3

 


6.         DIRECTORS' REMUNERATION




        2015

        2014




        £

 

        £

 



Remuneration

 47,241









Amounts paid to third parties for directors' remuneration services

120,000

 1,000






 

7.         INTEREST PAYABLE

 




        2015

        2014




        £

 

        £

 



On other loans

(1,690)

11,750



On finance leases and hire purchase contracts

1,095




Other interest payable

560















 (35)

 11,750

 

8.         TAXATION

 




        2015

        2014




        £

 

        £

 



UK corporation tax charge on profit for the year

 25,397







 

   Factors affecting tax charge for the year

 

The tax assessed for the year is higher than (2014 ‑ higher than) the standard rate of corporation tax in the UK of 21% (2014 ‑ 20%). The differences are explained below:

 




        2015

        2014




        £

 

        £

 



Profit on ordinary activities before tax

 

 29,966

 419,502



 

Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 21% (2014 ‑ 20%)

6,293

83,900



 

Effects of:

 





Expenses not deductible for tax purposes, other than goodwill amortisation and impairment

6,435

2,833



Capital allowances for year in excess of depreciation

2,123

(3,516)



Utilisation of tax losses

(67,976)

(54,001)



Adjustments to tax charge in respect of prior periods

-

(40,600)



Short term timing difference leading to an increase (decrease) in taxation

79,459

11,384



Marginal relief

(937)














Current tax charge for the year (see note above)

 

 25,397


 


   Factors that may affect future tax charges

 

The company had carry forward tax losses of £Nil (2014 ‑ £323,696).

 

 

9.         TANGIBLE FIXED ASSETS

 


Motor vehicles

Fixtures and fittings

Office equipment

Total

 

 

£

 

£

 

£

 

£

 

Cost

 





At 1 April 2014

-

10,734

25,217

35,951

Additions

62,721

1,714

3,010

67,445

 

At 31 March 2015

 

62,721

 

12,448

 

28,227

 

103,396






Depreciation

 





At 1 April 2014

-

9,524

6,699

16,223

Charge for the year

15,680

731

5,382

21,793

 

At 31 March 2015

 

15,680

 

10,255

 

12,081

 

38,016






Net book value

 





At 31 March 2015

47,041

 2,193

 16,146

 65,380

 

At 31 March 2014

 

 -

 

 1,210

 

 18,518

 

 19,728

 

The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:

 




        2015

        2014



 

 

        £

 

        £

 



Motor vehicles

 14,768


 

 

10.       FIXED ASSET INVESTMENTS


Investments in associates

Unlisted investments

Total


£

 

£

 

£

 

Cost or valuation




At 1 April 2014

1,085,073


1,085,073

Additions


201,463

201,463

 

At 31 March 2015

 

1,085,073

 

201,463

 

1,286,536

Impairment

 




At 1 April 2014

295,093


295,093

Charge for the year

427,679


427,679

 

At 31 March 2015

 

722,772

 

 

 

722,772





Net book value

 




At 31 March 2015

 362,301

 201,463

 563,764

 

At 31 March 2014

 

 789,980

 

 

 

 789,980

 

             Participating interests

 

The investment in associates represents shares in Inspirit Energy Holdings PLC formerly Kleenair International Systems PLC.

 

The market value of the listed investments is £354,129 (2014 ‑ £789,980).

 

11.       STOCKS




        2015

        2014




        £

 

        £

 



Shares for resale

 3,928

 193,460

 

12.       DEBTORS

 



        2015

        2014




        £

        £



Due after more than one year










Other debtors

109,750









Due within one year










Other debtors

1,031,447

858,022









 1,141,197

 858,022

 

Included within other debtors due within one year is a loan to J W Gunn, a director, amounting to £736,111 (2014 ‑ £527,159). Amounts repaid during the year totalled £NIL.  The main conditions were as follows:

Interest free
repayable on demand.

 

 

13.       CREDITORS:
Amounts falling due within one year

 




        2015

        2014




        £

 

        £

 



Bank loans and overdrafts


133



Other loans


142,007



Net obligations under finance leases and hire purchase contracts

7,489




Trade creditors

70,794

13,528



Corporation tax

25,397




Other taxation and social security

24,310

50,556



Other creditors

847

6,860



Accruals and deferred income

49,993

59,889














 178,830

 272,973

 

 

 

14.       CREDITORS:
Amounts falling due after more than one year

 




        2015

        2014




        £

 

        £

 



Net obligations under finance leases and hire purchase contracts

 1,962


 

Obligations under finance leases and hire purchase contracts, included above, are payable as follows:

 




        2015

        2014




        £

        £








Between one and five years

 1,962


 

 

15.       SHARE CAPITAL

 




        2015

        2014




        £

 

        £

 



Allotted, called up and fully paid










2,612,609 Ordinary shares of £1 each

 2,612,609

 2,612,609

 

On 2 April 2014 336,267 ordinary shares were issued unpaid. These were subsequently forfeited for non‑payment.

 

 

16.       RESERVES



Profit and loss account






£











At 1 April 2014

(674,818)





Profit for the financial year

4,569

















At 31 March 2015

 

 (670,249)




 

17.       RECONCILIATION OF MOVEMENT IN SHAREHOLDERS' FUNDS




        2015

        2014




        £

 

        £

 



Opening shareholders' funds

1,937,791

1,721,289



Prior year adjustments


(203,000)



 

Opening shareholders' funds (as restated)

 


1,518,289

 



Profit for the financial year

4,569

419,502



Shares issued during the year


263,733



Share premium utilised on bonus issue


(263,733)



 

Closing shareholders' funds

 1,942,360

 1,937,791






 

18.       NET CASH FLOW FROM OPERATING ACTIVITIES




        2015

        2014




        £

 

        £

 



Operating profit

472,987

726,344



Depreciation of tangible fixed assets

21,793

6,575



Loss on revaluation of intangible fixed assets

(64,677)




Decrease in stocks

189,531

8,553



Increase in debtors

(214,124)

(502,393)



Increase in creditors

15,111

81,561













Net cash inflow from operating activities

 420,621

 320,640

 

 

19.       ANALYSIS OF CASH FLOWS FOR HEADINGS NETTED IN CASH FLOW STATEMENT




        2015

        2014




        £

 

        £

 



Returns on investments and servicing of finance

 





Interest paid

1,130

(11,750)



Hire purchase interest

(1,095)














Net cash inflow/(outflow) from returns on investments and servicing of finance

 

 35

 (11,750)

 




        2015

        2014




        £

 

        £

 



Capital expenditure and financial investment

 





Purchase of tangible fixed assets

(67,445)

(24,158)



Associates loans repaid


164,975



Purchase of unlisted and other investments

                   (221,213)                                   














Net cash (outflow)/inflow from capital expenditure

 (288,658)

 140,817

 




        2015

        2014



Acquisitions and disposals

 

        £

 

        £

 



Purchase of share in associates'


 (800,752)

 




        2015

        2014




        £

 

        £

 



Financing

 





Issue of ordinary shares


263,733



Purchase of ordinary shares

(263,733)

                               



Issue of non‑equity shares

263,733

                               



Purchase of non‑equity shares


(263,733)



Repayment of other loans

(142,007)

(82,150)



New finance leases

9,451

                               













Net cash outflow from financing

 (132,556)

 (82,150)

 

 

20.       ANALYSIS OF CHANGES IN NET FUNDS




1 April

Cash flow

Other
non‑cash
changes

31 March






2014



2015






£

 

£

 

£

 

£

 





Cash at bank and in hand

349,574

(691)


348,883





Bank overdraft

(133)

133

















349,441

 

(558)

 

 

 

348,883

 





 

Debt:

 









Debts due within one year

(142,007)

132,556

1,962

(7,489)





Debts falling due after more than one year



(1,962)

(1,962)














Net funds

 

 207,434

 131,998


 339,432



 

 

21.       CONTINGENT LIABILITIES

 

Included within other debtors is an amount of £52,069 relating to VAT reclaims. HM Revenue & Customs have disputed the basis for these, however, the company has received advice that the basis of calculation is correct.

 

22.       OPERATING LEASE COMMITMENTS

 

At 31 March 2015 the company had annual commitments under non‑cancellable operating leases as follows:

 




Land and buildings




2015

2014




£

 

£

 



Expiry date:

 





Within 1 year

                         

109,256

 

The company, at the date of signing of the financial statements had not yet signed the lease for the property occupied. Instead a tenancy at will subsists and is reflected above. The company intends to sign the lease in due course and the term will be for not less than five years from the balance sheet date.

 

23.       RELATED PARTY TRANSACTIONS

 

 

Included within other debtors is an amount of £2,919 (2014 ‑ £224,132) due from Pinnacle Investment Management Limited, a company in which the director, Mr. J. Gunn is the sole shareholder.

During the year under review the company paid £120,000 (2014 ‑ £Nil) to Pinnacle Investment Management Limited in respect of John Gunn's service as a director.

On 3 February 2015 107 ordinary shares, 50,000 preference shares and loan of £131,213 (2014 ‑ £Nil) was received by the company from Pinnacle Investment Management Limited in exchange for the company releasing £221,213 of the loan due from Pinnacle Investment Management Limited.

During the period since her appointment as director, Montpelier Law Limited has received £Nil (2014 ‑ £6,036) in respect of Miss J Nazhat's services as a director.

 

24.       POST BALANCE SHEET EVENTS

 

The company anticipates the director's overdrawn current account to be cleared on 29 June 2015.

 

25.       CONTROLLING PARTY

 

The company was under the control of the director Mr. J. Gunn throughout the period under review.

 

 

END


This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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