Final Results

AimShell Acquisitions Plc (the 'Company')

Final Results for the year ended 31st December 2012

Chairman's Statement

These financial statements cover the period during which the company sold the Autoclenz trading businesses and became a cash shell / investment company whilst maintaining its listing on AIM.

The disposal of the trading businesses and the company's subsequent investment policy were covered fully in the circular to shareholders of 6th November 2012, and were approved at the General Meeting held on 23 November 2012. Full details of the disposal and future investment policy are also available on the home page of the company's website, www.aimshell.co.uk

The accompanying balance sheet shows that at 31st December 2012 the company had net assets of £3.8m (equivalent to 37p per share). The net assets comprise £2.8m cash deposits at HSBC and the loan note of £1m due from the purchaser of the Autoclenz trading businesses. The first loan note repayment of £333,333 and interest (at 7% on the outstanding loan balance) is due on the first anniversary of the disposal, 23 November 2013. Your Directors understand that trading of the purchasing group has been satisfactory and in line with projections made at the time of acquisition.

The difference between the £4.0m disposal proceeds and net assets of £3.8m reflects mainly professional and legal costs of the disposal and a small amount of general overhead for the period from 23 November 2012 to the end of the financial year. Despite the low interest rates currently available on corporate deposits, our objective is to try to ensure that overheads in the current year are more than covered by bank and loan note interest.

Your Directors and advisors have actively reviewed a number of potentially suitable acquisitions for the company in accordance with the general criteria approved at the November General Meeting. These businesses cover sectors such as medtech, educational and other software, social media and business services. These reviews are all at an early stage and none have yet reached the stage of value negotiation or due diligence. We will keep shareholders informed of progress under the acquisition policy and if none of these have come to fruition by November 2013 we will, as previously agreed, convene a General Meeting for shareholders to decide whether to continue seeking investment opportunities or to wind up the company and distribute assets back to shareholders.

Mr James Leek

Chairman

REPORT OF THE DIRECTORS

The directors submit their report and financial statements, together with the Independent Auditor's report, for the year ended 31 December 2012.

The company is not required to prepare a corporate governance or directors' remuneration report and so has chosen not to do so.

Principal activity

The principal activity of the Company up to 23 November 2012 was that of a holding company. On 23 November 2012 the trading companies of Autoclenz Ltd and its wholly owned subsidiary Autoclenz Services Ltd were sold, Autoclenz Holdings plc changed its name to AimShell Acquisitions plc and its principal activity is now that of a shell company seeking a suitable investment. As such, at the balance sheet date, the Company does not have any investments and had ceased its former group activities. Consequently accounting standards require that the financial statements be prepared on a basis other than going concern. No adjustments have been made to the financial statements as a result of this change in basis of preparation. It is the Directors' intention to make an investment in the near future.

Business review

The Company is required by the Companies Act to include a business review in this report. Taking account of the change in status of the Company from the holding company of a trading group to a cash shell/investment company the information that fulfils the requirements of the business review can be found within the Chairman's Statement which can be found on page 1 and which is incorporated in this review by reference. The Chairman's Statement also refers to the investment criteria which are being used in the search for a suitable acquisition and which are available on the home page of the Company's website, www.aimshell.co.uk

The key risks associated with the Company's present activity are as follows:

Dividends

The Directors do not recommend the payment of an ordinary dividend (2011:£0.01 pence per share).

Capital structure

The company has one class of ordinary shares. Each share carries the right to one vote at general meetings of the company. The percentage of the issued nominal value of the ordinary shares is 69.33% of the total nominal value of authorised share capital.

Under its Articles of Association, the company has authority to issue 15,000,000 ordinary shares.

There are no specific restrictions on the size of a holding nor on the transfer of shares, which are both governed by the general provisions of the Articles of Association and prevailing legislation. The directors are not aware of any agreements between holders of the company's shares that may result in restrictions on the transfer of securities or on voting rights.

No person has any special rights of control over the company's share capital and all issued shares are fully paid.

With regard to the appointment and replacement of directors, the company is governed by its Articles of Association, as Aim is voluntary application of the Corporate Governance code, the Companies Acts and related legislation. The Articles themselves may be amended by special resolution of the shareholders. The powers of directors are described in the Main Board Terms of Reference, copies of which are available on request.

In any 10 year period no more than 10% of Aimshell Acquisitions' issued share capital can be under option.

Called-up share capital

Substantial shareholdings

On 21 March 2013 the company had been notified, in accordance with chapter 5 of the Disclosure and Transparency Rules, and with reference to the register of members, of the following major interests in shares of the company.

Directors and their interests

Unless otherwise stated the directors who served during the year and up to the date of approval of this report are:

Mr James Leek

Mr Michael Stone

Mr Grahame Rummery resigned 23/11/12

Mr Trevor Clingo resigned 23/11/12

None of the directors had a beneficial interest in any contract to which the company was a party during the period. The directors who held office at 31 December 2012 had the following interests in the ordinary shares of Aimshell Acquisitions plc.

Details of the interests of the directors in Aimshell Acquisitions plc share options are as follows:

Charitable donations

The Company did not make any charitable donations during the period (2011:nil).

Creditor payment policy

The Company's policy is to settle terms of payment to creditors and other suppliers when agreeing the terms of each transaction, ensure that suppliers are made aware of the terms of payment and abide by the terms of payment. Trade creditor days of the company for the period ended 31 December 2012 were 3 days (2011: 35 days) based on the ratio of trade creditors at the period end to the amounts invoiced during the period by trade creditors. All outstanding creditors at the time of the sale of Aimshell Acquisitions plc were settled prior to the sale of Autoclenz Limited.

Future prospects

As noted in the Chairman's Statement your directors are continuing to assess possible acquisition opportunities with the assistance of the Company's advisers using the general investment criteria approved by the shareholders in the General Meeting of 23 November 2012. In the event that a suitable acquisition has not been identified by the first anniversary of this date, 23 November 2013, a further General Meeting will be held at which shareholders can decide whether to extend the period for the search or to wind up the Company and receive a return of its assets.

Financial instruments

Financial assets and financial liabilities are recognised in the Company's balance sheet when the Company becomes a party to the contractual provisions of the instrument. Short term creditors and debtors are not treated as financial instruments.

Going concern

Following the disposal of the company's investments during the year and the consequent cessation of trade, the financial statements have been prepared on a basis other than going concern. No adjustments arose as a result of ceasing to apply the going concern basis.

Third party indemnity provisions

There were no third party indemnities in issue during the financial year.

Auditor

The auditor, Deloitte LLP, is deemed to be re-appointed in accordance with section 489 of the Companies Act 2006 by virtue of an elective resolution passed by the members.

Disclosure of information to Auditor

Each of the persons who is a Director at the date of approval of this report confirms that so far as the Director is aware, there is no relevant audit information of which the Company's auditor is unaware and the Director has taken all the steps that he ought to have taken as a Director in order to make himself aware of any relevant audit information and to establish that the Company auditor is aware of that information.

This confirmation is given and should be interpreted in accordance with the provisions of s418 of the Companies Act 2006.

By Order of the Board

Mr Michael Stone

Company Secretary

AimShell Acquisitions plc

Stanhope Road

Swadlincote

Derbyshire

DE11 9BE

PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31 DECEMBER 2012

All activities are derived from discontinued operations and there are no other gains or losses to report in either year. Accordingly, no separate statement of total recognised gains and losses has been presented.

BALANCE SHEET AS AT 31 DECEMBER 2012

The financial statements of Aimshell Acquisitions plc (registration number 05550853) were approved by the board of directors and authorised for issue on 21 March 2013 and signed on its behalf by

Mr James Leek

Chairman

21 March 2013

CASH FLOW STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2012

NOTES TO THE FINANCIAL STATEMENTS

1 Accounting Policies

Basis of preparation

Following the sale of Autoclenz Limited the Company is a single reporting entity and no longer the holding company of a group. The financial statements are therefore those of a single reporting entity and the comparative figures in these financial statements are those of the Company only in respect of the year ended 31 December 2012.

For the year ended 31 December 2012, the company has chosen to prepare its annual financial statements in accordance with UK GAAP. The financial statements have been prepared under the historical cost convention. The accounting policies have been applied consistently throughout the year and the preceding year.

On 23 November 2012 the trading companies of Autoclenz Ltd and its wholly owned subsidiary Autoclenz Services Ltd were sold, as such its former group activities have ceased and Aimshell Acquisitions plc is now a shell company awaiting investment. The Company does not have any investments and a result, accounting standards require that the financial statements are prepared on a basis other than going concern. It is the directors' intention to make investment in the near future.

Investments

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

Taxation

UK Corporation tax is provided at amounts expected to be paid using the tax rates and laws that have been enacted or substantially enacted by the balance sheet date.

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date where transactions or events that result in an obligation to pay more tax in the future or a right to pay less tax in the future have occurred at the balance sheet date. Timing differences are differences between the company's taxable profits and its results as stated in the financial statements that arise from the inclusion of gains and losses in tax assessments in periods different from those in which they are recognised in the financial statements.

A net deferred tax asset is regarded as recoverable and therefore recognised only when, on the basis of all available evidence, it can be regarded as more likely than not that there will be suitable taxable profits from which the future reversal of the underlying timing differences can be deducted.

Deferred tax is measured at the tax rates that are expected to apply in the periods in which the timing differences are expected to reverse based on the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. Deferred tax is measured on a non-discounted basis.

Cash

Cash comprises cash on hand and deposits held at call with banks with original maturities of one month or less.

Tangible fixed assets

Tangible fixed assets are stated at cost, net of depreciation and are tested for impairment. Depreciation is recognised so as to write off the cost of assets less their residual values over their useful lives, using the straight-line method, on the following bases:

Computer Software 3 years

Going concern

Following the disposal of the company's investments during the year and the consequent cessation of trade, the financial statements have been prepared on a basis other than going concern. No adjustments arose as a result of ceasing to apply the going concern basis.

Share-based payments

The Company issues equity-settled share-based payments to certain employees. Equity-settled share-based payments are measured at fair value (excluding the effect of non market-based vesting conditions) at the date of the grant. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period that will eventually vest and adjusted for the effect of non market-based vesting conditions.

Fair value is measured by use of the Black Scholes model. The expected life used in the model has been adjusted, based on management's best estimate, for the effects of non-transferability, exercise restrictions, and behavioural considerations.

Financial instruments

Financial assets and financial liabilities are recognised in the Company's balance sheet when the Company becomes a party to the contractual provisions of the instrument. Short term creditors and debtors are not treated as financial instruments.

Income from group undertakings

Dividends received from investments in subsidiaries are accounted for as income from group undertakings.

2. Net interest charge

3. Loss on ordinary activities before taxation

There were no non audit fees in either year.

4. Tax on profit on ordinary activities

The standard rate of tax for the period, based on the UK standard rate is 24% (2011: 26%). The actual tax charge for the current and previous year differs from the standard rate for the reasons set out below in the following reconciliation.

5. Earnings per share

The warrant instrument referred to in note 20 does not have a dilutive effect on earnings per share for the period presented. Therefore it has not been included in the calculation of diluted earnings per share and this has been capped at the basic (loss)/earnings per share.

6. Dividends

7. Staff costs

The above information includes 25% of Mr Grahame Rummery and Mr Trevor Clingo's remuneration (£41,044 and £27,068 respectively) up to 22 November 2012 and 100% of the remuneration of Mr James Leek and Mr Michael Stone. With effect from 1 January 2013 Mr Leek and Mr Stone have both reduced their fixed fee to £6,000 per annum. Mr Stone is eligible to receive remuneration charged on an hourly basis for additional work undertaken.

8. Investments

Aimshell Acquisitions plc sold its 100% investment in Autoclenz Limited, a company incorporated in England & Wales, on 23 November 2012. The trading company, Autoclenz Limited, and its wholly owned subsidiary, Autoclenz Services Ltd, were sold for £4,000,000, being £3,000,000 in cash and £1,000,000 loan note to be repaid within 3 years. The sale of Autoclenz Limited resulted in a loss on disposal of £11,508,000.

Autoclenz Limited was purchased by four of the management team and two investors. The transaction is detailed further in note 18, Related Party Transactions.

Sale of subsidiary undertaking

Investment disposed of and the related sale proceeds were as follows:

9. Tangible Fixed Assets

10. Debtors

The principal amount of the loan notes issued is £1,000,000. Interest is charged at 7% p.a. on the outstanding principal amount of notes. Up to and including the first anniversary of the date of the instrument, interest will accrue and be compounded three-monthly with the aggregate of all such compounded interest falling due on the first anniversary of the instrument.

£333,333 of the notes in issue will be repaid in full on the first anniversary of the date of the instrument. The remainder of the notes will be repaid at a rate of £83,333 every three months until completion, being 36 months from the date of the instrument.

Of the total amount of debtors £667,000 is due for repayment after more than one year.

11. Cash

12. Creditors: falling due within one year

13. Called-up share capital

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

14. Profit and loss account

15. Reconciliation of movement in shareholders' funds

16. Analysis of net debt/funds

17. Reconciliation of net debt/funds

18. Related party transactions

On 23 November 2012 the 100% investment in Autoclenz Limited was sold to four of the Autoclenz Limited management team Mr T Clingo (Finance Director of Aimshell Acquisitions plc, resigned 23 November 2012), Mr G Rummery (Chief Executive of Aimshell Acquisitions plc, resigned 23 November 2012), Mr D Worrall (Operations Director of Autoclenz Limited), Mr M Ward (Operations Director of Autoclenz Limited) and two investors Mr A Reynolds and Mr P Foulger.

The investment in Autoclenz Limited was sold for £4,000,000, being £3,000,000 in cash and £1,000,000 in loan notes to be repaid within 3 years. At the year end amounts owed by the related parties were £1,000,000. The sale of Autoclenz Limited resulted in a loss on disposal of £11,508,000.

Autoclenz Limited is currently involved in the day to day administrative duties of Aimshell Acquisitions plc while it seeks investment.

In previous years, transactions between the company and its subsidiaries, which were related parties, were eliminated on consolidation and not disclosed in this note.

Trading transactions

Mr M Stone, one of the Company's non-executive directors, was a board director of a customer of Autoclenz Limited.

Mr Stone's appointment ended with the related party on 25th August 2011.

Sales to the related party were made on an arm's length basis.

On 28th January 2012 the related party was placed into administration and a provision for bad debts in respect of the full amount owed was made in the 2011 accounts. During the year sales to the related party were nil (2011: £240,600). At the year end amounts owed by the related party were nil (2011: £50,300).

19. Share option schemes

The Company operated a share option plan that was established on 6 May 2011. On 23 November 2012 Mr G Rummery (Chief Executive, resigned 23 November 2012) and Mr T Clingo (Finance Director, resigned 23 November 2012) surrendered 75,000 EMI and unapproved options each. No share options remain.

On 23 November 2012 a total of 490,000 share options awarded to 12 members of staff were made void following the sale of the Autoclenz trading companies.

In any 10 year period no more that 10% of Aimshell Acquisitions' issued share capital can be under option. There have been no share option grants during the reporting period.

20. Contingent liability

A warrant was granted to Zeus Capital Ltd as part of its remuneration for services provided in relation to the disposal of Autoclenz Limited.

The terms of the warrant are that Zeus Capital Ltd have the right, but not the obligation, to purchase 75,000 ordinary shares of £0.10 each in the Company which would be newly issued in the event of them being exercised. The exercise price is £0.40 per share and the right can be exercised at any time up to 23 November 2016.

21. Ultimate controlling party

There is no one controlling party of the Company.