4th Sep 2015 14:55
Tricor plc
("Tricor" or the "Company")
Final results
The Directors of Tricor are pleased to announce the Company's audited results for the year ended 31 March 2015. Copies of its annual report and accounts, together with a notice of Annual General Meeting ("AGM") and form of proxy, have today been posted to shareholders. Electronic copies of both the Annual Report and Accounts and notice of AGM are available to view on the Company's website www.tricor-plc.co.uk.
The AGM will be held at 11.00 a.m. (local time SGT) on 30 September 2015 at 120 Robinson Road, #13-02, Singapore 068913.
Enquiries:
Tricor plc Michael Roberts Chan Fook Meng, CEO
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+44 (0) 20 7099 7703 +65 62362985
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Allenby Capital Ltd (Nominated Adviser & Broker) Jeremy Porter / Nick Naylor / James Reeve
| +44 (0) 20 3328 5656
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Chairman's Statement
Tricor Plc ("Tricor") is an investing company and has invested in TEPL, TM and TRT (all as defined and detailed below).
On 31 March 2015, the Company announced a restructuring and working capital investment. Since that time, effort has been focused to evaluate investments, stabilise operations, implement cost saving measures, and maintain compliance and accounting controls.
The operating environment for the subsidiary businesses has remained challenging and there are issues yet to be resolved (please see below).
For the year ended 31 March 2015, the Group generated revenue of £1,622,000 (2014: £3,889,000), and recorded gross profit of £25,000 (2014: £22,000). Other income of £1.8 million, principally related to the write off of debts in TEPL (as reported in March 2015), offset by the administrative expenses for the year, which resulted in a profit before and after tax of £34,000 (2014: loss of £3,670,000).
Tricor Environmental Pte Ltd ("TEPL")
TEPL made an operating loss for the year ending 31 March 2015, but with the benefit of debt write offs, declared a net profit of £979,547.
TEPL has sold 949,517 metric tons of sand for the financial year ended 31 March 2015. TEPL's turnover declined after the first quarter of the financial year during the monsoon period and with the expiry of sand contracts which have not been replaced, and due to the financial constraints reported in our last annual report which led to the restructuring with Titan Capital Asia (HK) Limited. The management is now in the midst of negotiating to secure new contracts in Singapore. Despite the management's various efforts, it has not managed to secure any contracts yet. Tricor will announce such contracts as and when they are entered into. If successful in securing these contracts, TEPL will be in a position to resume sand shipments, but not before the end of the monsoon season. In the meantime, the management of TEPL have reduced costs as much as possible whilst trying to generate revenue in the future.
Tricor Minerals Pte Ltd ("TM")
As announced last year, TEPL is helping the management of TM to apply for the necessary permits to operate an iron sand plant. Continuing efforts have been made in this regard but without success to date.
TM made a loss of £892,549 for the financial year ending 31 March 2015.
As announced on 29 May 2013, KGGD Pte Ltd is required to provide TM with financing. However, KGGD has sent a letter to both TM and Tricor in which it has threatened to wind up TM due to (a) TM failing to repay KGGD a US$200,000 loan to TM and (b) its entitlement to wind up TM if all the necessary licenses and approvals have not been obtained for iron sand operation by 31 December 2013. TM is not likely to repay this loan until it has started iron sand operations and made profits. TM and TEPL are still in the midst of trying to obtain the iron sand licenses and approvals.
Other than sending these letters, KGGD has not carried out any further action. The parties are in the midst of discussing an amicable resolution of this payment issue and how parties can speed up the grant of the necessary licenses and approvals to commence iron sand operations including the sale of iron sand.
Tricor has invested S$720 into TM so far. If TM is wound up, the financial impact to Tricor is expected to be loss of S$720. Tricor is not liable for the US$200,000 debt.
Tricor Resources Trading Pte Ltd ("TRT")
TRT was set up to be a resources trading company and will only commence business after TM starts producing iron sand.
TRT made a loss of £62,621 for the financial year ending 31 March 2015.
VAT claim
As reported previously, Tricor was given leave to appeal to the Upper Tribunal against the earlier decision of the First Tier Tribunal (Tax Chamber) decision to disallow Tricor's input tax claims. The hearing is expected to be scheduled some time next year, and the decision is not expected until much later.
Outlook
The Company continues to look at and evaluate investments which may fall within its investing policy. Any investment is subject to the Company having investment capital available to it whilst maintaining sufficient working capital. The Company has limited cash resources at the present time and will continue to do so until such time that TEPL is able to recommence revenue generating operations and returns are forthcoming to Tricor. In the meantime, the board of Tricor has been controlling costs. In line with the forecast drawdown schedule, the working capital facility provided by Ellwood International Limited in March 2015 has been progressively drawn down to meet the working capital needs of the Company. The Company is evaluating its further needs and potential sources of funding to ensure that further working capital is available as soon as possible.
Michael Roberts
Chairman
4 September 2015
TRICOR PLC |
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
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FOR THE YEAR ENDED 31 MARCH 2015 |
2015 | 2014 | |||
Notes | £'000 | £'000 (Restated)* | ||
Continuing operations | ||||
Sales | 5 | 1,622 | 3,889 | |
Cost of sales | (1,597) | (3,867) | ||
────── | ────── | |||
Gross profit | 25 | 22 | ||
Administrative expenses | 7 | (1,791) | (2,574) | |
Finance costs | 8 | - | (1,120) | |
────── | ────── | |||
Operating profit/ (loss) | 7 | (1,766) | (3,672) | |
Other income | 7 | 1,800 | 2 | |
────── | ────── | |||
Profit/(Loss) before tax for the year | 34 | (3,670) | ||
Income tax charge | 9 | - | - | |
────── | ────── | |||
Profit/(Loss) for the year | 34 | (3,670) | ||
────── | ────── | |||
Other comprehensive income | ||||
Items that may be reclassified subsequently to profit or loss: | ||||
Foreign currency translation differences | (251) | - | ||
────── | ────── | |||
Other comprehensive income, net of tax | (251) | - | ||
────── | ────── | |||
Total comprehensive income for the year | (217) | (3,670) | ||
═════ | ═════ | |||
Profit/ (Loss) attributable to: | ||||
Owners of the parent | 20 | 301 | (3,596) | |
Non-controlling interests | 29 | (267) | (74) | |
────── | ────── | |||
Profit/(Loss) for the year | 34 | (3,670) | ||
═════ | ═════ | |||
Total comprehensive income attributable to: | ||||
Owners of the parent | 71 | (3,596) | ||
Non-controlling interests | (288) | (74) | ||
────── | ────── | |||
Total comprehensive income for the year | (217) | (3,670) | ||
═════ | ═════ | |||
Profit/ (Loss) per share | ||||
From continuing operations: | ||||
- Basic earnings per share | 11 | 2.3p | (3.32p) | |
- Diluted earnings per share | 11 | 0.7p | (3.32p) | |
═════ | ═════ | |||
*: See note 30
TRICOR PLC | |||||
CONSOLIDATED STATEMENT OF FINANCIAL POSITION | |||||
AS AT 31 MARCH 2015 | |||||
2015 | 2014 | |||
Notes | £'000 | £'000 (Restated)* | ||
Assets | ||||
Non-current assets | ||||
Intangible assets | 12 | - | 106 | |
Property, plant and equipment | 13 | 724 | 1,532 | |
Non-current other receivables | 15 | - | 14 | |
────── | ────── | |||
724 | 1,652 | |||
────── | ────── | |||
Current assets | ||||
Trade and other receivables | 15 | 1,012 | 3,305 | |
Cash and cash equivalents | 16 | 3 | 6 | |
────── | ────── | |||
1,015 | 3,311 | |||
Liabilities | ||||
Current liabilities | ||||
Trade and other payables | 17 | (2,109) | (5,098) | |
Financial liabilities - borrowings | 18 | (102) | (102) | |
────── | ────── | |||
Net current liabilities | (1,196) | (1,889) | ||
────── | ────── | |||
Non-current liabilities | ||||
Financial liabilities - borrowings | ||||
Interest bearing loans | 18 | (1,334) | (1,352) | |
────── | ────── | |||
NET LIABILITIES | (1,806) | (1,589) | ||
═════ | ═════ | |||
Capital and reserves | ||||
Share capital | 19 | 3,719 | 3,719 | |
Share premium | 20 | 55,443 | 55,443 | |
Share based payment reserve | 20 | 140 | 140 | |
Other reserves | 20 | 183 | 413 | |
Retained losses | 20 | (61,166) | (61,467) | |
────── | ────── | |||
Equity attributable to owners of the parent | (1,681) | (1,752) | ||
Non-controlling interests | 29 | (125) | 163 | |
────── | ────── | |||
TOTAL DEFICIT | (1,806) | (1,589) | ||
═════ | ═════ | |||
The financial statements were approved and authorised for issue by the Board of Directors on 4 September 2015 and were signed on its behalf by:
Michael Roberts
Director
*: See note 30
TRICOR PLC |
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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
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AS AT 31 MARCH 2015 |
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Share capital £'000 |
Share premium £'000 | Share based payments reserve £'000 |
Other reserves £'000 |
Retained losses £'000 (Restated) | Attributable to owners of the parent £'000 |
Non-controlling interests £'000 |
Total £'000 |
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| As at 1 April 2013 | 3,718 | 54,859 | 107 | 529 | (57,871) | 1,342 | - | 1,342 | |
| Issue of shares | 1 | 584 | - | - | - | 585 | - | 585 | |
| Share based payment charge | - | - | 33 | - | - | 33 | - | 33 | |
| Non-Interest bearing loans | - | - | - | (205) | - | (205) | - | (205) | |
| Foreign exchange differences | - | - | - | 89 | - | 89 | - | 89 | |
| Total comprehensive income | - | - | - | - | (3,596) | (3,596) | (74) | (3,670) | |
| Acquisition of subsidiaries | - | - | - | - | - | - | 237 | 237 | |
| ────── | ────── | ────── | ────── | ────── | ────── | ────── | ────── | ||
| As at 31 March 2014 | 3,719 | 55,443 | 140 | 413 | (61,467) | (1,752) | 163 | (1,589) | |
| Profit/(Loss) for the year | - | - | - | - | 301 | 301 | (267) | 34 | |
| Foreign exchange differences | - | - | - | (230) | - | (230) | (21) | (251) | |
| ────── | ────── | ────── | ────── | ────── | ────── | ────── | ────── | ||
| As at 31 March 2015 | 3,719 | 55,443 | 140 | 183 | (61,166) | (1,681) | (125) | (1,806) | |
| ═════ | ═════ | ═════ | ═════ | ═════ | ═════ | ═════ | ═════ | ||
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Share capital (deferred and ordinary) is the amount subscribed for shares at nominal value.
Share premium represents the excess of the amount subscribed for share capital over the nominal value of the respective shares net of share issue expenses.
Other reserves represent a merger reserve, the equity portion of non-interest bearing loans and foreign exchange differences arising on the translation of subsidiaries.
Share based payment reserve is described in detail in Note 22 to the accounts.
Retained loss represents the cumulative losses of the Group attributable to owners of the Company.
TRICOR PLC |
COMPANY STATEMENT OF FINANCIAL POSITION
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AS AT 31 MARCH 2015 |
Notes | 2015 | 2014 | ||
Assets | £'000 | £'000 | ||
Non-current assets |
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Intangible assets | 12 | - | - | |
Property, plant and equipment | 13 | - | - | |
Investments | 14 | 314 | 314 | |
────── | ────── | |||
314 | 314 | |||
────── | ────── | |||
Current assets | ||||
Trade and other receivables | 15 | 908 | 908 | |
Cash and cash equivalents | 16 | 1 | 1 | |
────── | ────── | |||
909 | 909 | |||
Liabilities | ||||
Current liabilities | ||||
Trade and other payables | 17 | (464) | (234) | |
Financial liabilities- borrowings | 18 | (102) | (102) | |
────── | ────── | |||
Net current assets | 343 | 573 | ||
────── | ────── | |||
NET ASSETS | 657 | 887 | ||
═════ | ═════ | |||
Equity attributable to owners of the parent | ||||
Share capital | 19 | 3,719 | 3,719 | |
Share premium | 20 | 55,443 | 55,443 | |
Merger reserve | 20 | 324 | 324 | |
Share based payment reserve | 20 | 140 | 140 | |
Retained losses | 20 | (58,969) | (58,739) | |
────── | ────── | |||
TOTAL EQUITY | 657 | 887 | ||
═════ | ═════ | |||
The financial statements were approved and authorised for issue by the Board of Directors on 4 September 2015 and were signed on its behalf by:
Michael Roberts
Director
4 September 2015
TRICOR PLC |
COMPANY STATEMENT OF CHANGES IN EQUITY
|
AS AT 31 MARCH 2015 |
Share capital
£'000 |
Share premium
£'000 | Share based payments reserve
£'000 |
Other reserves
£'000 |
Retained losses
£'000 |
Total Equity
£'000 | |
As at 31 March 2013 | 3,718 | 54,859 | 107 | 529 | (57,805) | 1,408 |
Issue of shares | 1 | 584 | - | - | - | 585 |
Share based payment charge | - | - | 33 | - | - | 33 |
Non-Interest bearing loans | - | - | - | (205) | - | (205) |
Total comprehensive income | - | - | - | - | (934) | (934) |
────── | ────── | ────── | ────── | ────── | ────── | |
As at 31 March 2014 | 3,719 | 55,443 | 140 | 324 | (58,739) | 887 |
Total comprehensive income | - | - | - | - | (230) | (230) |
────── | ────── | ────── | ────── | ────── | ────── | |
As at 31 March 2015 | 3,719 | 55,443 | 140 | 324 | (58,969) | 657 |
═════ | ═════ | ═════ | ═════ | ═════ | ═════ |
Share capital (deferred and ordinary) is the amount subscribed for shares at nominal value.
Share premium represents the excess of the amount subscribed for share capital over the nominal value of the respective shares net of share issue expenses.
Other reserves represent a merger reserve and the equity portion of non-interest bearing loans.
Share based payment reserve is described in detail in Note 22 to the accounts.
Retained loss represents the cumulative losses of the Company attributable to owners of the Company.
TRICOR PLC |
CONSOLIDATED STATEMENT OF CASH FLOWS
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FOR THE YEAR ENDED 31 MARCH 2015 |
Notes | 2015 | 2014 | |||
| £'000 | £'000 | |||
(Restated) |
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Cash flows from operating activities |
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Cash generated from /(utilised in) operations | 21 | 4 | (385) |
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────── | ────── |
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Net cash generated from/(consumed in) operations | 4 | (385) |
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────── | ────── |
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Cash flows from investing activities |
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Purchase of property, plant and equipment | - | (1,230) |
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Purchase of intangible fixed assets | - | (106) |
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Disposal proceeds of quoted investments | - | 360 |
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────── | ────── |
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Net cash outflow from investing activities | - | (976) |
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| ────── | ────── |
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Cash flows from financing activities |
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Proceeds from borrowings | - | 901 |
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Repayment of borrowings | - | (360) |
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Issue of ordinary shares | - | 253 |
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────── | ────── |
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Net cash from financing activities | - | 794 |
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────── | ────── |
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Increase/(Decrease) in cash and cash equivalents | 4 | (567) |
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Effects of currency translation on cash and cash equivalents | (7) |
- |
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Cash and cash equivalents at beginning of year | 16 | 6 | 573 |
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────── | ────── |
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Cash and cash equivalents at end of year | 16 | 3 | 6 |
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═════ | ═════ |
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TRICOR PLC |
COMPANY STATEMENT OF CASH FLOWS
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FOR THE YEAR ENDED 31 MARCH 2015 |
Notes | 2015 | 2014 |
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| £'000 | £'000 |
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Cash flows from operating activities |
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Cash consumed by operations | 21 | - | (19) | |||
────── | ────── | |||||
Net cash outflow from operating activities | - | (19) | ||||
────── | ────── | |||||
Cash flows from investing activities | ||||||
Disposal proceeds of quoted investments | - | 360 | ||||
────── | ────── | |||||
Net cash inflow from investing activities | - | 360 | ||||
────── | ────── | |||||
Cash flows from financing activities | ||||||
Proceeds from borrowings | - | - | ||||
Repayment of borrowings | - | (360) | ||||
Issue of ordinary shares | - | 15 | ||||
────── | ────── | |||||
Net cash outflow from financing activities | - | (345) | ||||
────── | ────── | |||||
Decrease in cash and cash equivalents | - | (4) | ||||
Cash and cash equivalents at beginning of year | 16 | 1 | 5 | |||
────── | ────── | |||||
Cash and cash equivalents at end of year | 16 | 1 | 1 | |||
═════ | ═════ | |||||
TRICOR PLC |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 MARCH 2015 |
1. GENERAL INFORMATION
Tricor is a company incorporated in England and Wales and quoted on AIM market of the London Stock Exchange. The address of the registered office is Finsgate, 5-7 Cranwood Street, London EC1V 9EE. The principal activity of the Group in the period under review was pursuit of investments in line with the Company Investing Policy.
2. ACCOUNTING POLICIES
2.1 Going concern
The financial statements have been prepared on the assumption that the Group is a going concern. When assessing the foreseeable future, the Directors have looked at a period of 12 months from the date of approval of this report.
Were the Company unable to continue as a going concern, adjustments would have to be made to the statement of financial position of the Group to reduce the value of assets their recoverable amounts, to provide for future liabilities that might arise and to reclassify non-current assets and long-term liabilities as current assets and liabilities.
The Group's business activities, together with the factors likely to affect its future development, performance and position are set out in the Business Review. In addition note 3 to the financial statements includes the Group's objectives, policies and processes for managing its capital; its financial risk management objectives; and its exposures to credit risk and liquidity risk.
On the basis of the cash balance held at the date of the report and the planned activities in the next 12 months and after making enquiries, the Directors have a reasonable expectation that the Company and Group will have adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the annual report and financial statements.
2.2 Basis of preparation
These consolidated financial statements are prepared under applicable law and International Financial Reporting Standards (IFRS's) as adopted by the European Union and as regards the Company financial statements, as applied in accordance with provisions of the Companies Act 2006.
There are no IFRS, IFRIC interpretations or amendments that have been issued and effective for the first time in this financial period that have had a material impact on the Group.
There are no IFRS or IFRIC interpretations and amendments that are not yet effective that would be expected to have a material impact on the Group.
The profit for the Company for the year is disclosed in note 10. The Group has taken advantage of the provisions of the Companies Act 2006 not to prepare a separate income statement.
2.3 Consolidation
2.3.1 Subsidiaries
Subsidiaries are all entities over which Tricor Plc has the power to govern the financial and operating policies generally accompanying a shareholding of more than one half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the group controls another entity. Subsidiaries are fully consolidated from the date on which control is transferred to Tricor Plc. They are de-consolidated from the date that control ceases.
The purchase method of accounting is used to account for the acquisition of subsidiaries by the Group. The cost of an acquisition is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the acquisition. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date, irrespective of the extent of any minority interest. The excess of the cost of acquisition over the fair value of the Group's share of the identifiable net assets acquired is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognised directly in the income statement.
Inter-company transactions, balances and unrealised gains on transactions between Group companies are eliminated. Unrealised losses are also eliminated but considered an impairment indicator of the asset transferred. Accounting policies of subsidiaries have been changed or adjusted upon consolidation where necessary to ensure consistency with the policies adopted by the Group.
2.3.2 Intangibles
Licence
Separately acquired licences are shown at historical cost. Licences have a finite useful life and are carried at cost less accumulated amortisation. Amortisation is calculated using the straight line method to allocate the cost of the licence over its estimated useful life of five years. There has been no impairment during the period.
2.4 Impairment of non-financial assets
Assets that have an indefinite useful life, for example goodwill, are not subject to amortisation and are tested annually for impairment. Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units). Non-financial assets other than goodwill that suffered impairment are reviewed for possible reversal of the impairment at each reporting date.
2.5 Investments
Fixed assets investment is carried at cost less provision for diminution in value. The carrying value is calculated based on the fair value and expected recoverability of the investments.
2.6 Property, plant and equipment
Tangible non-current assets are stated at historical cost less depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of the items.
Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to the income statement during the financial year in which they are incurred. Depreciation is provided at rates calculated to write off the cost less estimated residual value of each asset over its estimated useful life, at rates between 15% and 33.3% on reducing balances.
The asset's residual values and useful economic lives are reviewed, and adjusted if appropriate, at each balance sheet date. An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable value.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised within other losses or gains in the income statement. When revalued assets are sold, the amounts included in other reserves are transferred to retained earnings.
2.7 Revenue recognition
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured, regardless of when the payment is made. Revenue is measured at the fair value of the consideration received or receivable, excluding discounts, rebates and sales taxes or duty. The Group assesses its revenue arrangements to determine if it is acting as principal or agent. The Group has concluded that it is acting as a principal in all of its revenue arrangements. The following specific recognition criteria must also be met before revenue is recognised:
Revenue from the sale of sand and iron sand is recognised upon the transfer of significant risks and rewards of ownership, which generally coincides with the time when the goods are delivered to customers and title has passed.
2.8 Taxation
The tax expense represents the sum of the tax currently payable and deferred tax. The tax currently payable is based on the taxable profit for the year. Taxable profit differed from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The entity's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.
2.9 Deferred tax
Deferred tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. However, the deferred tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit nor loss. Deferred tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the balance sheet date and are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled.
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.
2.10 Operating leases
Assets held under finance leases are initially recognised as assets of the Group at their fair value at the inception of the lease or, if lower, at the present value of the minimum lease payments. The corresponding liability to the lessor is included in the statement of financial position as a finance lease obligation. Lease payments are treated as reduction of the lease obligation on the remaining balance of the liability. Finance expenses are recognised immediately in profit or loss, unless they are directly attributable to qualifying assets, in which case they are capitalised in accordance with the Group's general policy on borrowing costs (see below). Contingent rentals are recognised as expenses in the periods in which they are incurred.
Rental leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to the income statement.
2.11 Segment reporting
Operating segments are identified on the basis of internal reports about components of the Company that are regularly reviewed by the chief operating decision maker in order to allocate resources to the segments and to assess their performance.
2.12 Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held on call with banks, other short-term highly liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities on the balance sheet.
2.13 Quoted Investments
These have been included at book cost and no provision made in these accounts to adjust that valuation to market value.
2.14 Trade receivables
Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for impairment is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the receivables. Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy or financial reorganisation and default or delinquency in payments are considered indicators that the trade receivable is impaired.
2.15 Trade payables
Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.
2.16 Borrowings
Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the income statement over the year of the borrowings using the effective interest method.
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the balance sheet date.
Financial instruments are classified as equity instruments if the following conditions are met: The instrument includes no contractual obligation to deliver cash or another financial asset or to exchange the financial asset or financial liability under conditions that are unfavourable to the Company; and, if the instrument may or will be settled in the Company's own equity instrument, it is: a non-derivative that includes no contractual obligation for the issues to deliver a variable number of its own equity instruments; or, a derivative that will be settled by the company exchanging a fixed amount of cash or another financial asset for a fixed number of its own equity instruments. For this purpose the Company's own equity instruments do not include instruments that are themselves contracts for the future receipts or delivery of the Company's own equity instruments.
2.17 Financial instruments
Non-derivative financial instruments comprise investments in equity and debt securities, trade and other receivables, cash and cash equivalents, loans and borrowings and trade and other payables.
Non-derivative financial instruments are recognised initially at fair values, plus, for instruments not at fair value through profit or loss, any directly attributable transaction costs, except as described below. Subsequent to initial recognition non-derivative financial instruments are measured as described below.
A financial instrument is recognised when the Group becomes a party to the contractual provisions of the instrument. Financial assets are derecognised if the Group's contractual rights to the cash flows from the financial assets expire or if the Group transfers the financial assets to another party without retaining control or substantially all risks and rewards of the asset. Regular purchases and sales of financial assets are accounted for at trade date, i.e. the date that the Group commits itself to purchase or sell the asset. Financial liabilities are derecognised if the Group's obligations specified in the contract expire or are discharged or cancelled.
2.18 Fair values
The carrying amounts of the financial assets and liabilities such as cash and cash equivalents, receivables and payables of the Group at the balance sheet date approximated their fair values, due to the relatively short term nature of these financial instruments.
The Company provides financial guarantees to licensed banks for credit facilities extended to subsidiary companies. The fair value of such financial guarantees is not expected to be significantly different as the probability of the subsidiary company defaulting on the credit lines is remote.
The carrying amounts of the financial assets and liabilities such as cash and cash equivalents, receivables and payables of the Group at the balance sheet date approximated their fair values, due to the relatively short term nature of these financial instruments.
The Company provides financial guarantees to licensed banks for credit facilities extended to subsidiary companies. The fair value of such financial guarantees is not expected to be significantly different as the probability of the subsidiary company defaulting on the credit lines is remote.
2.19 Share-based compensation
The fair value of the employee's, Directors' and suppliers' services received in exchange for the grant of the options and warrants are recognised as an expense. The total amount to be expensed over the vesting year is determined by reference to the fair value of the options granted, excluding the impact of any non-market vesting conditions (for example, profitability and sales growth targets). Non-market vesting conditions are included in assumptions about the number of options that are expected to vest. At each balance sheet date, the entity revises its estimates of the number of options that are expected to vest. It recognises the impact of the revision to original estimates, if any, in the income statement, with a corresponding adjustment to equity.
The proceeds received net of any directly attributable transaction costs are credited to share capital (nominal value) and share premium when the options and warrants are exercised.
2.20 Share capital
Ordinary and deferred shares are classified as equity. Other types of equity instruments are those as described in 2.16.
Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.
2.21 Functional currency translation
i) Functional and presentation currency
The financial statements are presented in pounds sterling (£), which is both the Group's presentation and functional currency.
ii) Transactions and balances
Foreign currency transactions are translated into the presentational currency using exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement.
2.22 Critical accounting estimates and judgements
The preparation of consolidated financial statements requires the Group to make estimates and assumptions that affect the application of policies and reported amounts. Estimates and judgements are continually evaluated and are based on historical experience and other factors including expectations of future events that are believed to be reasonable under the circumstances. Actual results may differ from these estimates. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are discussed below:
(a) Impairment of intangibles (other than goodwill)
Intangible assets are reviewed for impairment if events or changes in circumstances indicate that the carrying amount may not be recoverable. When a review for impairment is conducted, the recoverable amount is determined based on value in use calculations prepared on the basis of management's assumptions and estimates.
(b) Share-based compensation
The fair value of options and warrants are determined by reference to the fair value of the options granted, excluding the impact of any non-market vesting conditions (for example, profitability and sales growth targets). Non-market vesting conditions are included in assumptions about the number of options that are expected to vest. At each balance sheet date, the entity revises its estimates of the number of options that are expected to vest. It recognises the impact of the revision to original estimates, if any, in the income statement, with a corresponding adjustment to equity.
2.23 Impairment of financial assets
Financial assets, other than those at fair value through profit or loss, are assessed for indicators of impairment at the end of each reporting period. Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the financial assets have been impacted.
Accounts receivable and amounts due from ultimate holding company and related companies are assessed not to be impaired individually are, in addition, assessed for impairment on a collective basis. Objective evidence of impairment for a portfolio of receivables could include the Group's past experience of collecting payments and observable changes in national or local economic conditions that correlate with default on receivables.
For financial assets carried at amortised cost, an impairment loss is recognised in profit or loss when there is objective evidence that the asset is impaired, and is measured as the difference between the asset's carrying amount and the present value of the estimated future cash flows discounted at the original effective interest rate.
For financial assets carried at cost, the amount of the impairment loss is measured as the difference between the asset's carrying amount and the present value of the estimated future cash flows discounted at the current market rate of return for a similar financial asset. Such impairment loss will not be reversed in subsequent periods.
The carrying amount of the financial assets is reduced by the impairment loss directly for all financial assets with the exception of accounts receivables and amounts due from related companies, where their carrying amounts are reduced through the use of an allowance account. Changes in the carrying amount of the allowance account are recognised in profit or loss. When an account receivable or an amount due from a related company is considered uncollectible, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited to profit or loss.
If, in a subsequent period, the amount of impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment loss was recognised, the previously recognised impairment loss is reversed through profit or loss to the extent that the carrying amount of the asset at the date the impairment is reversed does not exceed what the amortised cost would have been had the impairment not been recognised.
3. FINANCIAL RISK MANAGEMENT
General objectives, policies and processes
The Board has overall responsibility for the determination of the Group and Company's risk management objectives and policies and, whilst retaining ultimate responsibility for them, it has delegated the authority for designing and operating processes that ensure the effective implementation of the objectives and policies to the Group's finance function. The Board receives regular reports from the Group Chief Financial Officer through which it reviews the effectiveness of the processes put in place and the appropriateness of the objectives and policies it sets.
The Group is exposed through its operations to the following financial risks:
• Liquidity risk;
• Credit risk;
• Interest rate risk; and
• Market risk.
The overall objective of the Board is to set policies that seek to reduce risk as far as possible without unduly affecting the Group and Company's competitiveness and flexibility. There have been no substantive changes in the Group's and Company's exposure to financial instrument risks, their objectives, policies and processes for managing those risks or the methods used to measure them from previous periods unless otherwise stated in this note. Further details regarding these policies are set out below:
Principal financial instruments
The principal financial instruments used by the Group and Company, from which financial instrument risk arises are as follows:
• Trade and other receivables;
• Cash and cash equivalents;
• Trade and other payables;
• Borrowings; and
• Non-interest bearing loans.
Liquidity risk
The Group's and Company's policy is to ensure that it will always have sufficient cash to allow it to meet its liabilities when they become due. To achieve this aim, they seek to maintain readily available cash balances to meet expected requirements for a period of at least 60 days. The Group currently has a good working capital cycle. The business is mainly funded from the long term convertible loan notes of approximately £1.5 million.
Rolling cash forecasts identifying the liquidity requirements of the Group and Company are produced frequently. These are reviewed regularly by management and the Board to ensure that sufficient financial headroom exists for at least a 12 month period.
Credit risk
The credit risk on liquid funds is limited because the counterparties are banks with investment grade credit ratings assigned by international credit rating agencies.
Interest rate risk
The Group does not have formal policies on interest rate risk. However, the Group's exposure in this area (as at the balance sheet date) was minimal.
The Group's unsecured convertible loan notes in issue total £61,500 and do not carry any interest charge. There is a loan of £40,000 secured on the quoted investments but carries no interest.
Market risk
The market may not grow as rapidly as anticipated and the Group may not be able to find an investment that is appropriate to its needs. There is no certainty that the Group will be able to achieve its projected levels of cash flows.
Capital risk management
The Group's objectives when managing capital are to safeguard the Group's ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.
In order to maintain or adjust capital structure, the Group may adjust the amount of issuing new shares or sell assets to reduce debt.
The Group monitors capital on the basis of the gearing ratio, the ratio; is calculated as net debt divided by total capital. The gearing ratio has improved from 1027% to 384% in 2015. The gearing ratios were as follows:
2015 | 2014 | ||||||||
£'000 | £'000 | ||||||||
Total borrowings | (Note 18) | 1,436 | 1,454 | ||||||
Less: cash and cash equivalents | (Note 16) | (3) | (6) | ||||||
───── | ───── | ||||||||
Net debt | 1,433 | 1,448 | |||||||
Total equity | (1,806) | (1,589) | |||||||
───── | ───── | ||||||||
Total capital | (373) | (141) | |||||||
═════ | ═════ | ||||||||
Gearing ratio | (384%) | (1027%) | |||||||
|
| ═════ | ═════ | ||||||
|
| ||||||||
| |||||||||
4. | Employees and directors |
| |||||||
2015 | 2014 |
| |||||||
£'000 | £'000 |
| |||||||
| |||||||||
Wages, salaries, fees and social security costs | 73 | 488 |
| ||||||
═══════ | ═══════ |
| |||||||
The average monthly number of employees during the period was as follows:
2015 | 2014 | |||
No. | No. | |||
Directors | 4 | 4 | ||
Administration and trading staff | - | - | ||
───── | ───── | |||
4 | 4 | |||
═════ | ═════ |
| Details of the Directors' emoluments: | Fees | Fees | |||
2015 | 2014 | |||||
£'000 | £'000 | |||||
Chan Fook Meng | 30 | 90 | ||||
Christopher Morgan | 36 | 50 | ||||
─────── | ─────── | |||||
66 | 140 | |||||
═══════ | ═══════ |
For details of share options granted to Directors, please see Note 22.
5. Revenue
Revenue, which is also the Group's turnover, represents the net amount of goods provided during the year.
An analysis of the Group's revenue by nature is as follows:
2015 | 2014 | |
£'000 | £'000 | |
Income from mining and quarrying sand | 1,622 | 3,889 |
────── | ────── | |
1,622 | 3,889 | |
══════ | ══════ |
6. Segment information
Management has determined the operating segments based on the reports reviewed by the Executive Directors and the chief operating decision-maker and that are used to make strategic decisions.
The Executive Directors consider business from a geographical perspective. The Group has two geographical segments, namely United Kingdom (UK) and South East Asia (SE Asia), which are also the Group's reportable operating segments.
The accounting policies of the reportable operating segments are the same as the Group's accounting policies described in note 2. Segment revenue represents the revenue generated by each operating segment. Intersegment revenue represents revenue from mining and quarrying sand.
Segment results represent the profit earned or loss incurred by each operating segment without allocation of central administration expenses (unallocated corporate expenses), interest income and finance costs. This is the measure reported to the chief operating decision maker for the purposes of resource allocation and assessment of segment performance.
For the purposes of monitoring segment performance and allocating resources between segments:
- all assets are allocated to reportable segments other than deposit paid for acquisition of a subsidiary and unallocated corporate assets; and
- all liabilities are allocated to reportable segments other than liability portion of convertible loan notes, loans from ultimate holding company, share-based payment liability in relation to acquisition of an exclusive right and unallocated corporate liabilities.
The geographical location of the non-current assets is based on the physical location of the assets, in the case of property, plant and equipment, and the location of the operation to which they are related, in the case of intangible asset and deposit paid for acquisition of a subsidiary.
For the year ended 31 March 2015
| UK | SE Asia | Total |
£'000 | £'000 | £'000 | |
Segment revenue and results | |||
Reportable revenue | - | 1,622 | 1,622 |
──────── | ──────── | ──────── | |
Revenue from external customers | - | 1,622 | 1,622 |
──────── | ──────── | ──────── | |
Reportable segment results | |||
Listing expenses | (84) | - | (84) |
Unallocated corporate income and expenses | (146) | (1,358) | (1,504) |
──────── | |||
Profit before taxation | 34 | ||
════════ |
For the year ended 31 March 2015 (continued) | UK | SE Asia | Total |
£'000 | £'000 | £'000 | |
Segment assets and liabilities | |||
Segment assets | |||
Reportable segment assets | 909 | 830 | 1,739 |
─────── | |||
Consolidated total assets | 1,739 | ||
═══════ | |||
Segment liabilities | |||
Reportable segment liabilities | 566 | 1,645 | 2,211 |
Issued loan notes | - | 1,334 | 1,334 |
─────── | |||
Consolidated total liabilities | 3,545 | ||
═══════ | |||
Other segment information | |||
Depreciation of property, plant and equipment | - | 202 | 202 |
Written off of assets | - | 793 | 793 |
════════ | ════════ | ═══════ |
For the year ended 31 March 2014
| UK | SE Asia | Total |
£'000 | £'000 | £'000 | |
Segment revenue and results | |||
Reportable revenue | - | 3,889 | 3,889 |
──────── | ──────── | ──────── | |
Revenue from external customers | - | 3,889 | 3,889 |
──────── | ──────── | ──────── | |
Reportable segment results | |||
Profit on disposal of asset | 1 | - | 1 |
Listing expenses | (84) | - | (84) |
Finance costs | - | (877) | (877) |
Share-based payment expenses | (85) | - | (85) |
Unallocated corporate income and expenses | (766) | (5,748) | (6,514) |
──────── | |||
Loss before taxation | (3,670) | ||
════════ | |||
For the year ended 31 March 2014 (continued) | UK | SE Asia | Total |
£'000 | £'000 | £'000 | |
(Restated) | |||
Segment assets and liabilities | |||
Segment assets | |||
Reportable segment assets | 909 | 4,054 | 4,963 |
─────── | |||
Consolidated total assets | 4,963 | ||
═══════ | |||
Segment liabilities | |||
Reportable segment liabilities | 186 | 5,014 | 5,200 |
Issued loan notes | - | 1,352 | 1,352 |
─────── | |||
Consolidated total liabilities | 6,552 | ||
═══════ | |||
Other segment information | |||
Depreciation of property, plant and equipment | - | 125 | 125 |
Capital expenditure | - | 1,230 | 1,230 |
════════ | ════════ | ═══════ |
Information about customers
For the year ended 31 March 2015, all sales from the South East Asia segment were made to one external customer (2014: nil).
Non-current assets
The non-current assets as disclosed in the consolidated statement of financial position were all located in South East Asia for both 2015 and 2014.
7. | Operating profit/ loss is stated after charging / (crediting) | 2015 | 2014 |
| |
£'000 | £'000
|
| |||
(Restated) |
| ||||
Depreciation | 202 | 125 |
| ||
Auditors remuneration - audit fees (Group) | 41 | 24 |
| ||
- audit fees (Company) | 29 | 21 |
| ||
- non-audit fees | - | 1 |
| ||
Share based payments | - | 33 |
| ||
Leasing costs of plant and machinery | 41 | 71 |
| ||
Foreign exchange differences | (6) | 28 |
| ||
══════ | ═════ |
The analysis of administrative expenses in the consolidated income statement by nature of expense is as follows:
2015 | 2014 | |
£'000 | £'000 (Restated) | |
Employment costs | 72 | 455 |
Travelling and entertaining | 3 | 100 |
Legal and professional fees | 353 | 153 |
Mining service expenses | 166 | 477 |
Other expenses | 1,197 | 1,389 |
───── | ───── | |
1,791 | 2,574 | |
═════ | ═════ |
In addition to the items disclosed above the group has also accounted for other income of £1.8m (2014: nil) arising from the write back of certain creditors following restructuring of the Group's debt.
8. | Finance costs |
2015 | 2014 | |
£'000 | £'000 | |
(Restated)
| ||
Interest payable on non-current borrowings | - | 1,120 |
───── | ───── | |
- | 1,120 | |
═════ | ═════ |
9. | Tax | ||||||
As a result of the profit/(losses) incurred in the year and losses brought forward no tax charge has arisen.
| |||||||
2015 | 2014 | ||||||
£'000 | £'000 | ||||||
(Restated) | |||||||
Current tax charge | - | - | |||||
═════ | ═════ | ||||||
Factors affecting the tax charge | |||||||
Profit/(Loss) on ordinary activities before taxation | 34 | (3,670) | |||||
═════ | ═════ | ||||||
| Profit/(Loss) on ordinary activities before tax multiplied by | ||||||
| |||||||
Standard rate of corporation tax at 23% (2014 - 23%) | 8 | (844) | |||||
Effect of profit/(losses) extinguished or carried forward | (8) | 844 | |||||
───── | ───── | ||||||
Current tax charge/(recovery) | - | - | |||||
═════ | ═════ | ||||||
2015 | 2014 | ||||||
£'000 | £'000
| ||||||
(Restated) | |||||||
Expenses not deductible in determining taxable loss: | |||||||
Depreciation and amortisation | 47 | 29 | |||||
Other tax adjustments | (55) | 815 | |||||
───── | ───── | ||||||
Tax credit | (8) | 844 | |||||
══════ | ══════ | ||||||
As at 31 March 2015, the Group carried forward estimated tax losses of £5,692,789 (2014: £5,929,275) and excess management expenses of £3,046,035 (2014: £3,046,035). The deferred tax assets on these estimated tax losses at 23% (2014: 23%) would be £1,309,341 (2014: £1,363,733) but this has not been recognised due to the uncertainty of its recovery.
| |||||||
10. | Loss for the parent company | |||||
As permitted by section 408 of the Companies Act 2006, the income statement of the Company is not presented as part of these financial statements. | ||||||
2015 | 2014 | |||||
£'000 | £'000 | |||||
Loss for the year | 230 | 934 | ||||
| ═════ | ═════ | ||||
11. | Basic and diluted profit/(loss) per share | |||||||
The basic profit per share is calculated by dividing the profit of £301,000 (2014: £3,670,000 loss) attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period, which is 128,970,152 (2014: 110,649,462).
The calculation of diluted earnings per share at 31 March 2015 was based on profit attributable to ordinary shareholders of £301,000 (2014: £Nil), and a weighted-average number of ordinary shares outstanding after adjustment for the effects of all dilutive potential ordinary shares of 423,132,471, calculated as follows:
| ||||||||
2015 | ||||||||
No of shares '000 | ||||||||
Weighted-average number of ordinary shares (basic) | 128,970 | |||||||
Effect of warrants granted | 294,162 | |||||||
───── | ||||||||
Weighted-average number of ordinary shares (diluted) during the year | 423,132 | |||||||
══════ | ||||||||
The average market value of the Company's shares for purposes of calculating the dilutive effect of share price options was based on quoted market prices for the period during which the options were outstanding. The options and warrants on the ordinary shares were considered to be non-dilutive in the previous year due to the losses incurred.
| 12. | Intangible assets | |||||
| Group and Company | Mining rights | Exclusivity licence |
Total
| |||
| Cost | £'000 | £'000 | £'000 | |||
| |||||||
| At 1 April 2013 | - | 65 | 65 | |||
| Additions in the year | 106 | - | 106 | |||
| ─────── | ─────── | ─────── | ||||
| At 31 March 2014 | 106 | 65 | 171 | |||
| Written off | (109) | - | (109) | |||
| Currency translation differences | 3 | - | 3 | |||
| ─────── | ─────── | ─────── | ||||
| At 31 March 2015 | - | 65 | 65 | |||
| ══════ | ══════ | ══════ | ||||
| Amortisation | ||||||
| At 1 April 2013 | - | 65 | 65 | |||
| Charge in the year | - | - | - | |||
| ─────── | ─────── | ─────── | ||||
| At 31 March 2014 | - | 65 | 65 | |||
| Charge in the year | - | - | - | |||
| ─────── | ─────── | ─────── | ||||
| At 31 March 2015 | - | 65 | 65 | |||
| ══════ | ══════ | ══════ | ||||
Carrying value |
| ||||||
At 31 March 2015 | - | - | - |
| |||
══════ | ══════ | ══════ |
| ||||
At 31 March 2014 | 106 | - | 106 |
| |||
══════ | ══════ | ══════ |
| ||||
On 1 February 2010, the Company signed a licence agreement with First Carbon Trust Limited ("FCTL") for the exclusive use of its platform for a 5-year period. Consideration for the licence was satisfied by the issue of 446,000,000 new ordinary shares of £0.0001 each ("Ordinary Shares") of the Company to First Carbon Holdings Limited ("FCHL"), the parent company of FCTL. A further deferred payment of 200,000,000 new Ordinary Shares of the Company was satisfied on 5 May 2010 and the 200,000,000 new Ordinary Shares were issued to FCHL as part of the licence agreement. The licence has been fully amortised as the Group has not generated any revenue from the licence.
13. | Tangible Fixed Assets | Subsidiary | Company
| Group
| ||||
Land | Jetty | Machinery | Plant under construc -tion | Total | Fixtures, fittings and equipment | Total | ||
£'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | ||
Cost | ||||||||
At 1 April 2013 | - | 331 | 145 | - | 476 | - | 476 | |
Additions | - | - | 546 | 684 | 1,230 | - | 1,230 | |
Foreign exchange differences | - | (31) | (13) | - | (44) | - | (44) | |
───── | ───── | ─────── | ─────── | ────── | ────── | ───── | ||
At 31 March 2014(restated) | - | 300 | 678 | 684 | 1,662 | - | 1,662 | |
Written off | - | - | - | (684) | (684) | (684) | ||
Foreign exchange differences | - | 33 | 74 | - | 107 | - | 107 | |
───── | ───── | ─────── | ─────── | ────── | ────── | ───── | ||
At 31 March 2015 | - | 333 | 752 | - | 1,085 | - | 1,085 | |
───── | ───── | ─────── | ─────── | ────── | ────── | ───── | ||
Depreciation | ||||||||
At 1 April 2013 | - | 5 | - | - | 5 | - | 5 | |
Charge for the period | - | 60 | 65 | - | 125 | - | 125 | |
───── | ───── | ─────── | ─────── | ────── | ────── | ───── | ||
At 31 March 2014(restated) | - | 65 | 65 | - | 130 | - | 130 | |
Charge for the period | - | 62 | 140 | - | 202 | - | 202 | |
Foreign exchange differences | - | 12 | 17 | - | 29 | - | 29 | |
───── | ───── | ─────── | ─────── | ────── | ────── | ───── | ||
At 31 March 2015 | - | 139 | 222 | - | 361 | - | 361 | |
───── | ───── | ─────── | ─────── | ────── | ────── | ───── | ||
Carrying Value | ||||||||
At 31 March 2015 | - | 194 | 530 | - | 724 | - | 724 | |
════ | ════ | ═════ | ═════ | ═════ | ═════ | ════ | ||
At 31 March 2014 | - | 235 | 613 | 684 | 1,532 | - | 1,532 | |
════ | ════ | ═════ | ═════ | ═════ | ═════ | ════ |
14. | Investments - Long Term | Company |
£'000 | ||
Cost | ||
At 1 April 2013 | 100 | |
Additions | 314 | |
─────── | ||
At 31 March 2014 | 414 | |
Additions | - | |
─────── | ||
At 31 March 2015 | 414 | |
─────── | ||
Impairment | ||
At 1 April 2013 | 100 | |
Impairment in the year | - | |
─────── | ||
At 31 March 2014 | 100 | |
Impairment in the year | - | |
─────── | ||
At 31 March 2015 | 100 | |
─────── | ||
Carrying value | ||
At 31 March 2015 | 314 | |
─────── | ||
At 31 March 2014 | 314 | |
─────── |
(a) The Company owns 50 million ordinary shares in S4T Limited (previously S4T Plc) and having a cost of £100,000. A full provision has been made of the S4T investment on the basis of the dissolution of S4T Limited.
(b) On 26 May 2010, the Company incorporated a wholly owned subsidiary, Tricor Environmental Private Limited ("TEPL"), a company incorporated and registered in Singapore. The Group owns 100% of the shares and holds 100% of the voting rights of the company. In March 2013, TEPL entered into two contracts to sell sand in the Philippines. These sand contracts have expired on 14 March 2015. On 30 April 2013 TEPL issued shares for a total consideration of £314,000 to the Company which were satisfied by the capitalisation of an inter-company loan.
(c) On 27 September 2011, the Company formed a joint venture in a carbon related new business, Tricor Supply Side Carbon Limited, holding 50% of the issued shares, the other 50% being held by Messrs L. van Kampen-Brooks and A. Rajpal, through their company Green Fuel Tech Limited. Green Fuel Tech Limited assumed the funding obligations of Tricor Supply Side Limited of £84,000 in exchange for 420,000,000 new ordinary shares which cost the Company £84,000. In March 2013, A. Rajpal sold his entire interest in Green Fuel Tech Limited to Svelte.Com Limited, a company controlled by Lawrence Van Kampen-Brooks.
(d) During the previous year the Group subscribed for new shares in Tricor Minerals Private Limited and Tricor Resources Trading Private Limited for a total consideration of SG$ 1 for each subsidiary, which was equivalent to the fair value of their identifiable net assets at acquisition as they were newly incorporated entities. The remainder of the issued share capital was acquired by non-controlling interests (Refer to Note 29).
15 | Trade and other receivables | Group | Company | ||||
2015 | 2014 | 2015 | 2014 |
| |||
£'000 | £'000 (Restated) | £'000 | £'000 |
| |||
Current: | |||||||
Trade receivables | - | 2,353 | - | - | |||
Other receivables | 914 | 920 | 908 | 908 | |||
Deposits | 98 | 32 | - | - | |||
────── | ────── | ─────── | ─────── | ||||
1,012 | 3,305 | 908 | 908 | ||||
═════ | ═════ | ══════ | ══════ | ||||
Non-current: | |||||||
Other receivables | - | 14 | - | - | |||
═════ | ═════ | ══════ | ══════ | ||||
Included in current other receivables are the following:-
An amount of £0.9 million (2014: £0.9 million) which relates to VAT recoverable. HMRC is withholding payments due to the Company along with other mobile telephone dealers. The Company has taken legal advice and is preparing a case against HMRC for both repayment and loss of income. The VAT is considered to be fully recoverable on the basis that even if there was evasion of VAT elsewhere within the chain of transactions, the Directors had no knowledge nor should have had such knowledge; (see contingent liability in respect of this VAT debtor - Note 26). The Company entered into an agreement with J. Case and R. Andrews to pay them a fee of 10% each of the total amount recovered.
The Directors consider that the carrying amount of trade and other receivables approximates their fair value.
16. | Cash and cash equivalents | Group | Company | ||
2015 | 2014 | 2015 | 2014 | ||
£'000 | £'000 | £'000 | £'000 | ||
Bank accounts | 3 | 6 | 1 | 1 | |
══════ | ══════ | ══════ | ══════ |
17. | Trade and other payables | Group | Company | ||
2015 | 2014 | 2015 | 2014 | ||
£'000 | £'000 (Restated) | £'000 | £'000 | ||
Current: | |||||
Trade payables | 1,415 | 3,729 | - | - | |
Other payables | 192 | 389 | - | 1 | |
Accrued expenses | 502 | 980 | 256 | 83 | |
Amounts due to group companies | - | - | 208 | 150 | |
─────── | ─────── | ─────── | ─────── | ||
Aggregate amounts | 2,109 | 5,098 | 464 | 234 | |
══════ | ══════ | ══════ | ══════ |
18. | Financial liabilities - borrowings | Group | Company | ||
2015 | 2014 | 2015 | 2014 | ||
£'000 | £'000 | £'000 | £'000 | ||
Non-current | |||||
Unsecured loan | 1,334 | 1,352 | - | - | |
─────── | ─────── | ─────── | ─────── | ||
Total non-current borrowings | 1,334 | 1,352 | - | - | |
══════ | ══════ | ══════ | ══════ | ||
Current | |||||
Secured loan | 40 | 40 | 40 | 40 | |
Unsecured loan | 62 | 62 | 62 | 62 | |
─────── | ─────── | ─────── | ─────── | ||
Total borrowings | 1,436 | 1,454 | 102 | 102 | |
══════ | ══════ | ══════ | ══════ | ||
Group | Company | ||||
2015 | 2014 | 2015 | 2014 | ||
Loan maturity analysis | |||||
Less than one year | 102 | 102 | 102 | 102 | |
In more than one year but not more than five years |
1,334 |
1,352 |
- |
- | |
══════ | ══════ | ══════ | ══════ | ||
Wholly repayable within five years | 1,436 | 1,454 | 102 | 102 | |
══════ | ══════ | ══════ | ══════ |
The fair value of current borrowings equates to their carrying amount as the impact of discounting is not significant.
(a) On 20 February 2013, £480,000 of interest free loans were raised by the Company, repayable at the Company's discretion at any time to 19 February 2015. Of these loans outstanding as at the year end, £40,000 (2014: £40,000) is secured by way of a charge over the Company's quoted investments; the remaining £61,500 (2014: £61,500) is unsecured.
19. Share capital
The details of the paid up share capital are as follows:
2015 | 2014 | 2015 | 2014 | ||
No' 000 | No' 000 | £'000 | £'000 | ||
Ordinary shares of 0.001p each | 128,970 | 128,970 | 1 | 1 | |
Deferred shares of 0.09p each | 653,084 | 653,084 | 588 | 588 | |
Deferred shares of 4.9p each | 48,084 | 48,084 | 2,356 | 2,356 | |
Deferred shares of 99.99p | 774 | 774 | 774 | 774 | |
─────── | ─────── | ||||
3,719 | 3,719 | ||||
══════ | ══════ |
The deferred shares do not carry any voting rights.
The Company did not issue any shares during the current period. Shares issued during the previous period were as follows:
Ordinary shares of 0.001p | No'000 | ||||
Conversion ordinary shares of 0.001p as part of the CVA | 774 | ||||
Issued to creditors under the CVA | 24,210 | ||||
Issued to the CVA administration | 1,300 | ||||
Conversion of loan notes | 95,238 | ||||
Exercise of warrants | 6,800 | ||||
Issue of shares | 648 | ||||
──────── | |||||
128,970 | |||||
═══════ |
20. | Reserves |
Group |
Share premium £'000 |
Other reserves £'000 | Share based payment reserve £'000 |
Retained losses £'000 |
Total reserves £'000 | |
As at 1 April 2013 | 54,859 | 529 | 107 | (57,871) | (2,376) | |
On conversion of loan notes | 499 | (205) | - | - | 294 | |
On exercise of warrants | 33 | - | - | - | 33 | |
On issue of ordinary shares | 52 | - | - | - | 52 | |
Share based payment charge | - | - | 33 | - | 33 | |
On translation of subsidiaries | - | 89 | - | - | 89 | |
Losses after tax for the year (restated) | - | - | - | (3,596) | (3,596) | |
────── | ────── | ────── | ────── | ────── | ||
At 31 March 2014 | 55,443 | 413 | 140 | (61,467) | (5,471) | |
On translation of subsidiaries | - | (230) | - | - | (230) | |
Profit after tax for the year | - | - | - | 301 | 301 | |
────── | ────── | ────── | ────── | ────── | ||
At 31 March 2015 | 55,443 | 183 | 140 | (61,166) | (5,400) | |
═════ | ═════ | ═════ | ═════ | ═════ |
Company | ||||||
As at 1 April 2013 | 54,859 | 529 | 107 | (57,805) | (2,310) | |
On conversion of loan notes | 499 | (205) | - | - | 294 | |
On exercise of warrants | 33 | - | - | - | 33 | |
On issue of ordinary shares | 52 | - | - | - | 52 | |
Share based payment charge | - | - | 33 | - | 33 | |
Losses after tax for the year | - | - | - | (934) | (934) | |
────── | ────── | ────── | ────── | ────── | ||
At 31 March 2014 | 55,443 | 324 | 140 | (58,739) | (2,832) | |
Losses after tax for the year | - | - | - | (230) | (230) | |
────── | ────── | ────── | ────── | ────── | ||
At 31 March 2015 | 55,443 | 324 | 140 | (58,969) | (3,062) | |
═════ | ═════ | ═════ | ═════ | ═════ |
21 | Reconciliation of loss before tax to cash generated from operations | ||||
Group | Company | ||||
2015 | 2014 | 2015 | 2014 | ||
£'000 | £'000 | £'000 | £'000 | ||
(Restated) | |||||
Profit/ (Loss) before tax | 34 | (3,670) | (230) | (934) | |
Depreciation charges | 202 | 125 | - | - | |
Written off assets | 793 | - | - | - | |
Waiver of loans payable | (155) | - | - | - | |
Share based payment | - | 85 | - | 85 | |
Profit on disposal of investment | - | (1) | - | (1) | |
───── | ───── | ───── | ───── | ||
874 | (3,461) | (230) | (850) | ||
(Increase) / decrease in trade and other receivables | 2,409 | (1,767) | - | 1,031 | |
Adjustment to remove non-cash transaction from decrease in receivables | - | - | - | (314) | |
Increase in trade and other payables | (3,279) | 4,843 | 230 | 114 | |
───── | ───── | ───── | ───── | ||
Cash generated from/ (consumed in) operations | 4 | (385) | - | (19) | |
═════ | ═════ | ═════ | ═════ |
22. Share-based payments
On 28 January 2015, the 250,000,000 options issued to L. van Kampen-Brooks at 0.07 pence per share and the 50,000,000 options issued to J. Case at 0.07 pence per share on 1 February 2010 have all expired.
The details of the share options and warrants are as follows:
No. of share options | Weighted average exercise price | |
£ | ||
At 31 March 2012 | 120,000 | 4.9375 |
Warrants granted in February 2013 | 88,100,000 | 0.005 |
Warrants granted in March 2013 | 332,527,737 | 0.005 |
Warrants granted in March 2013 | 47,472,263 | 0.005 |
────────── | ||
At 31 March 2013 | 468,220,000 | |
Exercise of warrants during the year | (6,800,000) | 0.005 |
────────── | ||
At 31 March 2014 | 461,420,000 | |
Less: Expired options in the year | (30,000) | |
────────── | ||
At 31 March 2015 | 461,390,000 | |
══════════ |
The warrants issued in February 2013 related to loans received of £480,000. The warrants issued in March 2013 related to loans received of £500,000.
The fair values of the options granted and outstanding at 31 March 2015 have been calculated using the Black-Scholes model assuming the inputs shown below:
Type | Options | |||
Grant Date | January 2012 | |||
Share price at grant date | 0.0385p | |||
Exercise price | 0.0425p | |||
Option life in years | 6 years | |||
Risk free rate | 4.33% | |||
Expected volatility - based on historic trends | 60% | |||
Expected dividend yield | 0% | |||
────── | ||||
Fair value of option | 0.01p | |||
────── |
Remaining contractual life
The remaining contractual life of the outstanding share options granted to Eligible Employees and Contributors as at 31 March 2015 is 2.75 years (2014: 3.75 years).
The Group recognised total expenses of £Nil (2014: £84,875) related to equity settled payments.
On 22 August 2013, 625,000 Ordinary Shares of 0.001p each were issued to J Case & R Andrews at 8p per share as consideration for professional fees relating to the VAT Appeal disclosed in Note 26. An additional 22,856 Ordinary Shares of 0.001p each were issued to them on 1 November 2013 at 7p per share.
23. Financial commitments
Capital commitments
There was no capital expenditure that had been contracted for at the balance sheet date but not yet incurred.
24. Related party transactions
Upside Management (UK) Ltd, a company owned and controlled by Christopher Morgan, paid £16,680 (2014: £50,000) on behalf of Company related expenses during the year, and at 31 March 2015, they were owed £16,680 (2014: £10,000) by the Company.
25. Events after the reporting period
Since the restoration of trading on 31 Mar 2015, Tricor plc has been drawing down Ellwood's working capital facility to fund its working capital requirement. Part of the facility drawn down was used to repay 20% of the amount owed to certain Tricor plc's creditors.
Michael Roberts was appointed as the Non-Executive Chairman of the Company on 21 Apr 2015. Chan Fook Meng stepped down as the Chairman of the Company, but will remain as the Chief Executive Officer and Executive Director of the Company. At the same time, Adrian Corr has resigned as the Non-Executive Director.
26. Contingent liability
In note 15, the Company notes that a VAT debtor of £0.9 million (2014: £0.9 million) is recoverable from HMRC. The claim was heard at tribunal and legal advisers are pursuing on-going legal applications. The appeal is to claim £1.8 million of VAT plus any interests and costs and has currently been lodged with the Upper Tribunal. The Company's Directors are confident of success in this matter. Should the case be won, the Company has entered into an agreement to pay 10% each of the net receipts from HMRC to J. Case and R. Andrews. Should the Company however lose its appeal then it may be liable for adverse costs of the proceedings.
27. Particulars of principal subsidiaries
As at 31 March 2015, the Company held the following subsidiaries:
Name of company | Place of incorporation and operation |
Issued share capital | Attributable equity interest |
Principal Activities | |||||
Tricor Environmental Private Limited | Singapore | SG$ 600,000 | 100% | Mining and quarrying sand | |||||
Tricor Minerals Private Limited | Singapore | SG$ 372,820 | 72% | Extraction of iron sand | |||||
Tricor Resources Trading Private Limited | Philippines | SG$ 124,820 | 72% | Trading of iron sand | |||||
Subsidiary held by Tricor Environmental Private Limited | |||||||||
Sea Wind Group Limited | British Virgin Islands | US$550 | 100% | Dormant | |||||
The class of shares held for the above consists of ordinary share capital. The Company directly holds the interest in the subsidiaries.
28. Ultimate controlling party
In the opinion of the Directors, there is no controlling party.
29. Non-controlling interests
2015 | 2014 | |
£'000 | £'000 | |
Balance at beginning of year | 163 | - |
Share of profit/ (loss) for the year | (267) | (74) |
Foreign exchange differences | (21) | - |
Non-controlling interests arising on the acquisition of subsidiaries (see Note 14) | - | 237 |
───── | ───── | |
Balance at end of year | (125) | 163 |
═════ | ═════ |
30. Prior year adjustments
Effect on consolidated statement of financial position | Property, plant and equipment
| Trade and other receivables | Trade and other payables | Retained losses | |
£'000 | £'000 | £'000 | £'000 | ||
Balance at 31 March 2014, as previously reported | 1,732 | 3,273 | (4,855) | (61,056) | |
Prior year adjustments:
| |||||
- Expense wrongly capitalised | (a) | (180) | - | (180) | |
- Depreciation for expenses wrongly capitalised | (a) | 12 | - | 12 | |
- Understatement of finance cost | (b)
| - | (243) | (243) | |
- Reclassification from land to deposit | (c)
| (32) | 32 | - | - |
Balance at 31 March 2014, as restated | 1,532 | 3,305 | (5,098) | (61,467) |
Effect on consolidated statement of comprehensive income | ||
£'000 | ||
Prior year adjustments:
| ||
- Expense wrongly capitalised | (a) | (180) |
- Depreciation for expenses wrongly capitalised | (a) | 12 |
- Understatement of finance cost | (b) | (243) |
Effect on profit and loss | (411) | |
Impact on loss per share | (0.37p) |
Note (a):
These adjustments arose from the capitalisation of the repair and maintenance expenses amounting to £180,000 as cost of jetty included in property, plant and equipment and the corresponding depreciation charge of £12,000 provided on the capitalised cost of jetty.
Note (b):
This adjustment is made to correct the understatement of the interest accrued for a loan.
Note (c):
This adjustment is made to reclassify the deposits paid for the acquisition of land previously included within Property, plant and equipment.
There is no impact on the consolidated statement of financial position as at the beginning of the earliest comparative period (i.e. 1 April 2013) as a result of the abovementioned prior year adjustments. Accordingly, the consolidated statement of financial position as at 1 April 2013 is not presented.
Related Shares:
Tricor