FINAL RESULTS FOR THE YEAR ENDED 30 JUNE 2014

Immediate Release 22 October 2014

Concha PLC

("Concha" or "the Company" or "the Group")

NEW EQUITY ISSUE AT 4p PER SHARE TO RAISE £4m

ISSUE OF WARRANTS TO POTENTIALLY RAISE A FURTHER £8m AT 8p PER SHARE

FINAL RESULTS FOR THE YEAR ENDED 30 JUNE 2014

Concha PLC ("Concha" or the "Company"), the AIM listed investment company focused on the mobile, internet, sports, social media, digital and technology space, is pleased to announce a further strengthening of its balance sheet.

Key Points:

· New equity issue at 4p per share to raise £4m

· Issue of warrants to raise a potential further £8m at 8p per share

· Annual results show the Company is well positioned to expand its investment portfolio with a strong net cash position and a recently strengthened Board

· Investment strategy now focused on investments in businesses with a real opportunity within their niche area of activities to emerge as global category leaders in the medium to long term

Chairman Chris Akers said, "Concha is now well positioned with a strong Board and much improved capital base. Given the opportunities currently under evaluation, your Board is confident of being able to consummate a number of exciting and considered investments during the course of the coming months."

Enquiries:

Chris Akers, Executive Chairman

[email protected]

SPARK Advisory Partner Limited (Nominated Advisor) +44 (0)203 368 3550

Sean Wyndham-Quin

Mark Brady

Buchanan (Financial PR) +44 (0)207 466 5000

Mark Edwards

Equity placing and issue of warrants

Concha is pleased to announce the placing of 100,000,000 ordinary shares of 0.1p each in the Company ("Ordinary Shares") at 4p per share, representing 7.3% of the current issued share capital, with new shareholders to raise £4m. The placing also provides for warrants to subscribe for an additional 100,000,000 shares at 8p per share, thereby potentially raising a further £8m. The exercise period for these warrants is two years, but in the event that the Concha mid-market closing share price for five consecutive business days is at or above 15p per share the warrants will automatically lapse if not exercised. The £4m being raised today and any further funding that the Company may receive from the exercise of the newly issued warrants will be used to pursue Concha's investment strategy, as updated in today's annual results announcement. The Directors of Concha believe that the current global uncertainties and growing market volatility shall prove to be beneficial factors in delivering against its stated investment policies.

Application will be made for the admission of 100,000,000 new Ordinary Shares to trading on AIM with effect from 4 November 2014. Following the admission of the 100,000,000 new Ordinary Shares, the number of Ordinary Shares in issue will be increased to 1,474,302,185. After Admission, this figure may be used by shareholders as the denominator in the calculation by which they determine if they are required to notify the Company of their interest (or any change to their interest) in the Company under the FCA's Disclosure and Transparency Rules. 

Following the issue of the warrants, the total number of warrants outstanding will be 360,447,095.

Annual Results for the Year Ended 30 June 2014

Chairman's Statement

Introduction

I am pleased to be able to report to shareholders that Concha has been transformed since the start of the second half of the Company's financial year and while the next few paragraphs dwell principally on two historic investments written off in a prior year, I have pleasure in providing later in this statement an update on Concha's investment strategy, together with a review of the strengthening of both the Board and the balance sheet so far in 2014.

Historic Investments

Our Interim results to 31 December 2013 dealt with the professional fees associated with the administration of former investment Moshen Limited ("Moshen"), and the pursuance of the recovery of amounts advanced to Churchill Media Limited ("Churchill Media"). By way of an update we continue to pursue Concha's former legal advisers for the losses suffered as a result of the failure to register a valid security interest in the assets of Moshen in respect of loan monies advanced. With the matter now in the hands of the insurers, we anticipate being able to update shareholders as to the outcome of any settlement discussion by the end of this calendar year.

Turning to Churchill Media, it is also disappointing that having assessed the relative merits of pursuing recovery of the loan through a more formal process, the likelihood of securing any recovery from Churchill Media or any of its affiliates is remote.

In addition to the matters of Churchill Media and Moshen, the Board has also sought to assess the recoverability of the loan advanced to Pixcom Ventures Limited ("Pixcom"). In recent months Pixcom has sought to re-negotiate the terms of a material contract and, in the absence of a positive conclusion to these discussions, the Board has taken the cautious view of making a full provision in these results of £100,000 to cover the entire amount advanced. 

The Works

In August 2013, the Company acquired a 30% stake in The Works, The Complete Design Facility Limited ("Works") a specialist design media company focusing on the sports sector, dealing with branding, motion and events for a cash consideration of £400,000. In October 2013 Works completed the formation of a new digital agency, which trades under the name "Works Digital" in order to both pursue opportunities identified by the former Moshen business and supplement the existing portfolio of services under the Works banner. During the period since our acquisition of the stake, we are pleased to be able to report strong double digit growth in year on year revenues and a pipeline of exciting opportunities for the ensuing year.

Equity Fund Raising

As part of the transformation in the second half, Concha raised £2m in April 2014 by way of a subscription for 333.3m new shares at 0.6p per share and also during the second half of the financial year raised a further £0.4m via the exercise of warrants. These subscriptions resulted in the Company's net cash position at financial year end of £1.8m.

Update on Investment Strategy and Strengthening of Board

I am also pleased to update the market on Concha's investment strategy and appraise shareholders of key Board appointments so far in 2014.

Since early 2014 Concha has been working on a plan to transform itself into an investment vehicle focused on high impact global opportunities within the mobile, internet, sports, social media, digital and technology space.

After appointing former fund manager Mark Horrocks as a Non-Executive Director in March 2014, Concha has brought on board two further Non-Executive Directors, Gordon Watson in April 2014 (who also made a meaningful investment in Concha) and, since the financial year end, Peter Read, both with extremely relevant experience for Concha's overall strategic development. Our three recently recruited non-executive Directors bring a wealth of global commercial and corporate experience to the Board, and we intend to further strengthen our executive leadership team with the appointment of an internationally experienced investment professional in the near future.

It is clear that today's market environment is fundamentally different from a few years ago with many of the well-known Silicon Valley based TMT players having matured into highly successful and profitable enterprises. What is also clear, is that major new and/or disruptive businesses are typically international independent private entities as opposed to the more established industry players. They instead appear to take a "wait and see" approach and, once something creates sufficient traction, acquire these young entrepreneurial enterprises. This is sometimes referred to as "moving R&D off balance sheet."

The Directors strongly believe that there are a small number of investment themes falling within the digital arena, which with the right partner, can offer significant investment and value creation opportunity. Concha has a clear and concise plan to invest in a number of these exciting opportunities and shall now endeavour to secure some of the most attractive ones, which in Concha's view have a real opportunity to secure a dominant position within their niche area of activity within the medium to long term. As part of this process, Concha intends to make both smaller tactical and larger strategic minority investments that over time are likely to benefit from one another, and can emerge as global category leaders.

Future

The Company is now well positioned with a strong Board and much improved capital base. Given the opportunities currently under evaluation, your Board is confident of being able to consummate a number of exciting and considered investments during the course of the coming months.

I would like to close by thanking our shareholders and advisers who have contributed to giving the Company such a positive future.

Chris Akers

Chairman

21 October 2014

STRATEGIC REPORT

FOR THE YEAR ENDED 30 JUNE 2014

PRINCIPAL ACTIVITIES

The Company is an investment Company whose principal activity is to identify and acquire interests in technology, media and communication companies. The company's only subsidiary, CC123 Limited, did not trade during the year and was dissolved on 10 June 2014.

FUTURE DEVELOPMENTS

An indication of likely future developments is found in the Chairman's Statement.

RISKS AND UNCERTAINTIES

The Group was subjected to a variety of risks and uncertainties during the year. The Board is responsible for the Group's system of internal control and risk management and for reviewing its effectiveness. The principal risks during the year and the actions to mitigate them are summarized below:

· The Group's operations can be affected by general economic downturns. Forward looking indicators were regularly reviewed to identify deteriorating market conditions. The cost base is reviewed regularly and there is a management structure in place to enable a rapid response to changing circumstances.

The Company is considered an investing company. In order to enable the Company to continue to implement its investment policy, the Directors continue to ensure that there is sufficient funding to support and expand its investment portfolio.

KEY PERFORMANCE INDICATORS

Measuring performance is integral to the next phase of our strategic growth. The Board has selected KPI's to benchmark the Group's progress and considers that in the future investment growth and investment income will be the measurements used in assessing the Group's performance.

BUSINESS REVIEW

The loss for the financial year after taxation amounted to £1.18m (2013: £1.85 million). In view of these losses and the absence of distributable reserves, the Directors are precluded from declaring a dividend for the year (2013: £Nil).

APPROVAL

This report was approved by the Board of Directors and authorised for issue on 21 October 2014, and signed on its behalf by:

C Akers

Director

DIRECTORS' REPORT

FOR THE YEAR ENDED 30 JUNE 2014

("Concha" or "The Group")

The directors submit their report and the financial statements of Concha PLC ("Concha") for the year ended 30 June 2014. Concha PLC is a public company incorporated in England and Wales, and quoted on AIM.

OVERVIEW

This report covers the Group's trading results for the year ended 30 June 2014.

DIRECTORS

The following directors have held office during the year.

Chris Akers

Russell Backhouse

Mark Horrocks (Appointed 10 March 2014)

Gordon Watson (Appointed 30 April 2014)

Marcus Yeoman (Resigned 26 December 2013)

Peter Read was appointed on 22 September 2014.

DIRECTORS' INTERESTS IN SHARES

Directors' interests in the shares of the Company, including family interests, were as follows:

* Mark Horrocks (appointed 10 March 2014)

** Gordon Watson (appointed 30 April 2014)

*** Marcus Yeoman (resigned 26 December 2013)

CREDITOR PAYMENT POLICY

The Group's policy is to agree terms of transactions, including payment terms and to ensure that, in the absence of dispute, all suppliers are dealt with in accordance with its standard payment practice whereby all outstanding trade accounts are settled within the term agreed with the supplier at the time of the supply or otherwise 30 days from receipt of the relevant invoice. The number of days outstanding between receipt of invoices and date of payment calculated by reference to the amount owed to trade creditors at the year end as a proportion of the amounts invoiced by suppliers during the year, was 31 days (2013: 58 days).

DIRECTORS' INDEMNITY INSURANCE

Directors' and Officers' liability insurance is held by the Group.

EMPLOYEES

The Group continues to give full and fair consideration to applications for employment made by disabled persons, having regard to their respective aptitudes and abilities. The policy includes, where practicable, the continued employment of those who may become disabled during their employment and the provision of training and career development and promotion, where appropriate. The Group has continued its policy of employee involvement by making information available to employees on matters of concern to them.

SUBSTANTIAL SHAREHOLDINGS

As at 20 October 2014, the Group has been notified of the following interests of 3% or more in the issued ordinary share capital of the Company:

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

The directors who were in office on the date of approval of these financial statements have confirmed that, as far as they are aware, there is no relevant audit information of which the auditors are unaware. Each of the directors have confirmed that they have taken all steps that they ought to have taken as directors in order to make themselves aware of any relevant audit information and to establish that it has been communicated to the auditor.

POST BALANCE SHEET EVENTS

On21 July 2014, warrants were exercised for a total of 676,786 Ordinary 0.1p shares for a cash consideration of £2,369. On the same day, warrants in respect of 30,500,000 and 4,952,570 Ordinary 0.1p shares were exercised for cash considerations of £366,000 and £17,334 respectively.

On 11 August 2014, warrants were exercised for a total of 14,999,999 Ordinary 0.1p shares for a cash consideration of £45,000.

On 26 September 2014, warrants were exercised for a total of 282,142 Ordinary 0.1p shares for a cash consideration of £987.

Other than the above and those set out in the notes to these financial statements, at the date these financial statements were approved, being 21 October 2014, the Directors were not aware of any other significant post balance sheet events.

By order of the Board

C. Akers,

Director

CORPORATE GOVERNANCE STATEMENT

FOR THE YEAR ENDED 30 JUNE 2014

The policy of the Board is to manage the affairs of the Group in accordance with the principles underlying the UK Corporate Governance Code.

The Board of Directors is accountable to shareholders for the good corporate governance of the Group. The principles of corporate governance and a code of best practice are set out in the Combined Code. Under the rules of AIM market the Group is not required to comply in full with the Code, nor to state where it derogates from it. The Board considers that the size and nature of the Group does not warrant compliance with all the Code's requirements. This statement sets out how the principles of the Code are applied to Concha PLC.

BOARD STRUCTURE

During the year the Board comprised two executive directors and two non-executive directors.

There are no matters specifically reserved to the Board for its decision, although board meetings are held on a monthly basis and effectively no decision of any consequence is made other than by the directors. All directors participate in the key areas of decision-making, including the appointment of new directors.

The Board is responsible to shareholders for the proper management of the Group. A statement of directors' responsibilities in respect of the accounts is set out below.

To enable the Board to discharge its duties, all directors have full and timely access to all relevant information.

There is no agreed formal procedure for the directors to take independent professional advice at the Group's expense.

All directors submit themselves for re-election at the Annual General Meeting at regular intervals with non-executive directors appointed on specific terms approved by the Board.

The following committees, which have written terms of reference, deal with specific aspects of the Group's affairs.

AUDIT COMMITTEE

The Audit Committee comprises of Chris Akers (Chairman of the committee), Russell Backhouse and Mark Horrocks. Meetings can also be attended by the external auditors.

The remit of the Committee is to review:

· the appointment and performance of the external auditors

· the independence of the auditors

· remuneration for both audit and non-audit work and nature and scope of the audit with the external auditors

· the interim or final financial report and accounts

· the external auditors management letter and management's responses

· the systems of risk management and internal controls

· operating, financial and accounting policies and practices, and

· to make related recommendations to the Board

The Audit Committee meets once a year.

REMUNERATION COMMITTEE

The Remuneration Committee comprises Chris Akers (Chairman of the committee), and Gordon Watson and is responsible for making recommendations to the Board on the Group's framework of Executive remuneration and its cost. The Committee determines the contract terms, remuneration and other benefits for the directors.

NOMINATION COMMITTEE

There is no separate Nomination Committee at the moment due to the size of the Board. All directors are subject to re-election at regular intervals.

INTERNAL CONTROL 

The Board acknowledges its responsibility for establishing and monitoring the Group's systems of internal control. Although no system of internal control can provide absolute assurance against material misstatement or loss, the Group's systems are designed to provide the directors with reasonable assurance that problems are identified on a timely basis and dealt with appropriately.

The Group maintains a comprehensive process of financial reporting. The annual budget is reviewed and approved before being formally adopted. Otherkey procedures that have been established and which are designed to provide effective control are as follows:

· management structure - where the Board meets regularly to discuss all issues affecting the Group; and

· investment appraisal - the Group has a clearly defined framework for investment appraisal and approval is required by the Board where appropriate.

The Board regularly reviews the effectiveness of the systems of internal control and considers the major business risks and the control environment. No significant control deficiencies have come to light during the period and no weakness in internal financial control have resulted in any material losses, contingencies or uncertainties which would require disclosure as recommended by the guidance for directors on reporting on internal financial control.

The Board considers that in light of the control environment described above, there is no current requirement for a separate internal audit function.

RELATIONS WITH SHAREHOLDERS

The chairman is the Group's principal spokesperson with investors, fund managers, the press and other interested parties. At the Annual General Meeting (AGM), private investors are given the opportunity to question the Board.

This report and its financial statements will be presented to the shareholders for their approval at the AGM. The notice of the AGM will be distributed to shareholders together with the Annual Report.

GOING CONCERN

The directors have prepared cash flow projections for the 12 months to 31 October 2015. Having taken into account all known costs, they are of the opinion that there is sufficient headroom, to continue as a going concern for the foreseeable future.

DIRECTORS' REMUNERATION REPORT

FOR THE YEAR ENDED 30 JUNE 2014

REMUNERATION COMMITTEE

The Remuneration Committee comprises Chris Akers (Chairman of the committee), and Gordon Watson and is responsible for making recommendations to the Board on the Group's framework of Executive remuneration and its cost. The Committee determines the contract terms, remuneration and other benefits for the directors.

Remuneration Policy

Details of individual remuneration of directors for the year ended 30 June 2014 are set out below.

Warrants

A summary of warrants granted to the directors is set out below and reflected in note 12 to the financial statements.

* The grant to Gordon Watson comprises 25,000,000 placing warrants granted in connection with his subscription for 100,000,000 ordinary shares.

Pension arrangements

There are no pension arrangements in the Group.

Directors' contracts

It is the Group's policy that the executive director should have a contract with an indefinite term providing for a maximum of three months' notice. In the event of early termination, the directors' contracts provide for compensation, where appropriate, up to a maximum of basic salary for the notice period.

Non-executive directors

The fees of the non-executive directors are determined by the Board as a whole having regard to the commitment of time required and the level of fees in similar companies.  

Directors' emoluments

APPROVAL

This report was approved by the Board of Directors and authorised for issue on 21 October 2014, and signed on its behalf by:

C Akers

Director

STATEMENT OF DIRECTORS' RESPONSIBILITIES

FOR THE YEAR ENDED 30 JUNE 2014

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

UK Company law requires the directors to prepare Group and Company Financial Statements for each financial year. Under that law the directors are required to prepare Group financial statements in accordance with International Financial Reporting Standards ("IFRS") as adopted by the EU and the rules of the London Stock Exchange for companies trading securities on the Alternative Investment Market. The Directors have chosen to prepare the company financial statements in accordance with International Financial Reporting Standards ("IFRS") as adopted by the EU.

The Group financial statements are required by law and IFRS adopted by the EU to present fairly the financial position, financial performance and cash flows of the Group for that period. 

In preparing each of the group and company financial statements, the directors are required to:

• select suitable accounting policies and then apply them consistently;

• make judgements and estimates that are reasonable and prudent;

• state that the group had complied with IFRS, subject to any material departures disclosed and explained in the financial statements;

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and the company will continue in business.

The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the Group and to enable them to ensure that the financial statements comply with the requirements of the Companies Act 2006 and Article 4 of the IAS Regulation. They are also responsible for safeguarding the assets of the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The directors are also responsible for the maintenance and integrity of the Concha PLC website.

Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CONCHA PLC

We have audited the financial statements of Concha PLC for the year ended 30 June 2014 which comprise the Consolidated Statement of Comprehensive Income, the Consolidated and Parent Company Statement of Financial Position, the Consolidated and Parent Company Statements of Cash Flows, the Consolidated and Parent Company Statements of Changes in Equity and the related notes. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union.

This report is made solely to the Company's members, as a body, in accordance with sections Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.

Respective responsibilities of directors and auditors

As explained more fully in the Directors' Responsibilities Statement the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors.

Scope of the audit

A description of the scope of an audit of financial statements is provided on the Financial Reporting Council's website at www.frc.org.uk/auditscopeukprivate.

Opinion on financial statements

In our opinion:

• the financial statements give a true and fair view of the state of the Group's and of the Parent Company's affairs as at 30 June 2014 and of the Group's loss for the year then ended;

• the financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union; and

• the financial statements have been prepared in accordance with the requirements of the Companies Act 2006 and Article 4 of the IAS Regulation.

Opinion on other matters prescribed by the Companies Act 2006

In our opinion:

• the part of the Directors' Remuneration Report to be audited has been properly prepared in accordance with the Companies Act 2006; and

• the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements.

Matters on which we are required to report by exception

We have nothing to report in respect of the following:

• adequate accounting records have not been kept by the Parent Company, or returns adequate for our audit have not been received from branches not visited by us; or

• the Parent Company financial statements and the part of the Directors' Remuneration Report to be audited are not in agreement with the accounting records and returns; or

• certain disclosures of directors' remuneration specified by law are not made; or

• we have not received all the information and explanations we require for our audit.

Ian Cliffe (Senior Statutory Auditor) 21 October 2014

for and on behalf of haysmacintyre Statutory Auditors

26 Red Lion Square, London, WC1R 4AG

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 30 JUNE 2014

The Parent Company's loss for the year ended 30 June 2014 was £1.18 million (2013: £1.83 million loss). The Company is exempt from publishing its own income statement under section 408 of the Companies Act 2006.

CONSOLIDATED AND COMPANY STATEMENT OF FINANCIAL POSITION

AT 30 JUNE 2014

The financial statements were approved and authorised for issue by the Board of Directors on 21 October 2014, and were signed below on its behalf by:

C Akers

Director

STATEMENT OF CHANGES IN EQUITY

FOR THE YEARS ENDED 30 JUNE 2013 AND 2014

CONSOLIDATED AND COMPANY CASH FLOW STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2014

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2014

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

General information and authorisation of financial statements

Concha PLC is a public limited company incorporated and domiciled in England and Wales under the Companies Act 2006. The address of its registered office is 18 Buckingham Gate, London SW1E 6LB. The Company's ordinary shares are traded on the AIM Market operated by the London Stock Exchange. The financial statements of Concha PLC for the year ended 30 June 2014 were authorised for issue by the Board on 21 October 2014 and the balance sheets signed on the Board's behalf by Mr Chris Akers.

The nature of the Company's operations and its principal activities are set out in the Chairman's Statement on.

Going Concern

The directors have prepared cash flow projections for the 12 months to 31 October 2015. Having taken into account all known costs, they are of the opinion that there is sufficient headroom, to continue as a going concern for the foreseeable future.

The financial statements do not contain the adjustments that would be required if the company were unable to continue as a going concern.

Statement of compliance with IFRS

The financial statements have been prepared in accordance with International Accounting Standards and interpretations issued by the International Accounting Standards Board as adopted by the European Union. The principal accounting policies adopted by the Company are set out below.

Basis of consolidation

Where the Company has the power, either directly or indirectly, to govern the financial and operating policies of another entity or business so as to obtain benefits from its activities, it is classified as a subsidiary. The consolidated financial statements present the results of the Company and its subsidiary ("the Group") as if they formed a single entity. Intercompany transactions and balances between Group companies are therefore eliminated in full.

Business combinations and goodwill

On acquisition, the assets and liabilities of a subsidiary are measured at their fair values at the date of acquisition. Any excess of the cost of acquisition over the fair values of the identifiable net assets acquired is recognised as goodwill.

Revenue recognition

Revenue is recognised to the extent that the right to consideration is obtained in exchange for performance. Payment received in advance of performance is deferred on the balance sheet as a liability and released as services are performed or products are exchanged as per the agreement with the customer.

Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset's net carrying amount.

Taxation

The tax expense represents the sum of the current tax and deferred tax.

The current tax is based on taxable profit for the period. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other periods and it further excludes items that are never taxable or deductible. The liability for current tax is calculated by using tax rates that have been enacted or substantively enacted by the balance sheet date.

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction, which affects neither the tax profit nor the accounting profit.

Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled. Deferred tax is charged or credited in the income statement, except when it relates to items credited or charged directly to equity, in which case the deferred tax is also dealt with in equity.

Financial instruments

Financial assets and financial liabilities are recognised on the balance sheet when the Company has become a party to the contractual provisions of the instrument

Cash and cash equivalents

Cash and cash equivalents comprise cash in hand, cash at bank and short term deposits with banks and similar financial institutions.

Trade and other receivables

Trade and other receivables do not carry any interest and are stated at their nominal value as reduced by appropriate allowances for estimated irrecoverable amounts.

Financial liability and equity

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities.

Trade and other payables

Trade and other payables are non-interest bearing and are stated at their nominal value.

Equity instruments

Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs.

Share Warrants

Warrants represent subscription rights for ordinary shares in Concha PLC. The warrant reserve represents the fair value of these warrants, determined using the Black-Scholes valuation model, using assumptions consistent with those used in calculating the fair value of share options.

Subject to the Memorandum and Articles of Association the warrant holder shall be entitled to subscribe to ordinary shares in the Company upon exercise of the warrants at subscription price. Warrants may be exercised in whole or in part (and from time to time) prior to the final exercise date. The warrants are transferable.

When the warrants are exercised, the company issues new shares. The proceeds received net of any directly attributable transaction costs are credited to share capital (nominal value) and share premium when the warrants are exercised.

When warrants lapse, any amounts credited to the warrants reserve are released to the retained earnings reserve.

Share-based payments

Where share options and warrants are awarded to employees, the fair value of the instruments at the date of grant is charged to the consolidated income statement over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of equity instruments that eventually vest. Market vesting conditions are factored into the fair value of the equity instruments granted. As long as all other vesting conditions are satisfied, a charge is made irrespective of whether the market vesting conditions are satisfied. The cumulative expense is not adjusted for failure to achieve a market vesting condition.

Where the terms and conditions of equity instruments are modified before they vest, the increase in the fair value of the equity instruments, measured immediately before and after the modification, is also charged to the consolidated income statement over the remaining vesting period.

When the equity instruments are exercised, the company issues new shares. The proceeds received net of any directly attributable transaction costs are credited to share capital (nominal value) and share premium when the equity instruments are exercised.

When equity instruments lapse, any amounts credited to the warrants reserve are released to the retained earnings reserve.

4. STAFF COSTS

The average monthly number of employees (including executive directors) for the year was as follows:

The highest paid director received £50,000 (2013: £45,000) and no directors received any pension contributions

during the year (2013: £Nil).

7. DIVIDENDS

The directors are precluded from declaring a dividend for the year (2013: £Nil).

8. LOSS PER SHARE

The calculation of the basic and diluted earnings per share is based on the following data:

The denominator for the purpose of calculating the basic earnings per share has been adjusted to reflect all capital raisings.

The company's only subsidiary, CC123 Limited, did not trade during the year and was dissolved on 10 June 2014.

Other investments consist of a 30% stake in The Works, The Complete Design Facility Limited.

There are no significant credit risks arising from financial assets that are neither past due nor impaired.

All receivables as at 30 June 2013 and 30 June 2014 were denominated in Sterling.

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

Trade creditors principally comprise amounts outstanding for trade purchases and on-going costs.

The Directors consider that the carrying amount of trade and other payables approximates their fair value.

The Directors of the Company continue to be limited as to the number of shares they can allot at any time and remain subject to the allotment authority granted by the shareholders pursuant to section 551 of the Companies Act 2006.

The deferred shares have no voting rights, are not admitted to trading on AIM and are only entitled to negligible participation in the dividends and the return of the capital in the Company.

The Company has one class of ordinary shares, which carry no right to fixed income.

Total warrants in issue

During the year, 183,333,333 warrants were issued (2013: 154,383,408) and 111,800,376 were exercised (2013: Nil).

The charge for the year in the income statement under the Black-Scholes valuation model for the warrants was £320,000 (2013: £131,000) and the transfer from the Warrant Reserve to the Retained Loss Reserve was £291,000 (2013: £nil) due to the exercise of the warrants.

As at 30 June 2014, the warrants in issue were:

Warrants represent subscription rights for ordinary shares in Concha PLC.

Subject to the Memorandum and Articles of Association the warrant holder shall be entitled to subscribe to ordinary shares in the Company upon exercise of the warrants at subscription price. Warrants may be exercised in whole or in part (and from time to time) prior to the final exercise date. The warrants are non-transferable.

13. RELATED PARTY TRANSACTIONS

Trading transactions

During the year, the Company entered into the following transactions with related parties: