Interim financial statements

Iafyds plc

("Iafyds" or the "Company")

Interim financial statements

For the six months ended 30 June 2015

Background

Iafyds exited from administration on 27 December 2013 and entered into a Company Voluntary Arrangement (CVA) with its creditors. The CVA process was under the authority of BDO LLP who acted as Supervisors of the CVA, ensuring adherence to the agreed terms.

The Company was renamed and readmitted to AIM in February 2014 as an Investment Company and since that time has sought investment opportunities consistent with its Investment Policy. The Board has considered several different investments in a number of sectors including transportation, industrial coatings, software, medical devices and the leisure industry.

Under the AIM Rules Iafyds had 12 months from readmission to complete a qualifying investment in accordance with the Company's investment policy to avoid a suspension in the trading of the Company's shares. That 12 month period ended on 6 February 2015, accordingly trading of the Company's shares were from that date suspended pending completion of a qualifying investment.

In February 2015, the Joint Supervisor, Patrick Alexander Lannagan of BDO, confirmed to the Company that the liquidation was complete in all respects and the final payments due to creditors had been made.

365Agile

On 3 August 2015 the Company announced the proposed acquisition of 365 Agile Limited ("365Agile") for an aggregate consideration of £8.5 million to be satisfied by the issue of the Consideration Shares. 365Agile is an IP rich software business with a proprietary Internet of Things offering. In order to fund the related costs of the Proposals and additional working capital, the Company has conditionally raised £2.24 million at a price of 75p per New Ordinary Share.

365Agile

· 365Agile's core product offering, Agile, is an innovative software platform which provides a new way of working:

· Enables businesses to streamline process and reduce operational costs whilst improving customer service.

· Allows field based/ customer facing teams to securely access any system, data and/or document from any global location.

· Users can work remotely whilst having access to all of the information in existing back-office systems.

· Technology stack built on Microsoft's Azure cloud providing secure connectivity from smart phones & tablet devices

· Allows users to capture, upload and stream audio, video, images, documents and data, via a single pane of glass (e.g. smartphones, tablets).

· 365Agile also offers a complete eco-system for Internet of Things ("IoT") solutions

· Includes a secure two-way radio communication protocol allowing devices to be 'smart' enabled.

· Allowing organisations to harvest data from a multitude of smart sensors in the field such as temperature, moisture, movement, light and pressure.

· Microsoft has published a case study about 365Agile's product and is actively working with the company to promote IoT software & hardware solutions built on Azure

Transaction Highlights

· Proposed acquisition of 365Agile for an aggregate consideration of £8.5 million to be satisfied by the issue of New Ordinary Shares at a price of 75p per New Ordinary Share;

· Conversion of debt facilities into New Ordinary Shares at the Issue Price

· £100,000 provided by Jonathan Holyhead, co-founder and CEO of 365Agile

· £850,000 provided by MXC Capital Limited and MXC Guernsey Limited

· Oversubscribed placing of New Ordinary Shares at a price of 75p per New Ordinary share, raising gross proceeds of £2.24 million to be used for:

· Funding the costs related to the Proposals

· Additional working capital for the Enlarged Group

· The Acquisition constitutes a reverse takeover under Rule 14 of the AIM Rules for Companies and accordingly requires Shareholder approval;

· On Admission the Board will comprise Clive Carver (non-executive chairman), Colin Hutchinson (non-executive director), Jonathan Holyhead (chief executive officer) and Jill Collighan (finance director); and

· Proposed consolidation of every 10,000 Existing Ordinary Shares into one New Ordinary Share.

Going concern

This interim financial statement is prepared for the six months to 30 June 2015 and as such the numbers do not include the proposed acquisition of 365 Agile. Following the administration of VPhase Smart Energy Limited in 2013, the Group no longer conducts its original trading activities and, as a result of this cessation of trade, the condensed financial statements of the Group are prepared on a basis other than going concern. Further details are contained in Note 2 to this interim statement.

Outlook

A general meeting of the Company is proposed for 20 August 2015 at which the Proposals will be put to shareholders. Should the Proposals not be passed for any reason there will not be sufficient time to identify an alternative transaction and the Directors will commence a liquidation of the Company.

Clive Carver

Chairman

6 August 2015

The definitions used throughout this announcement are as per the announcement of 3 August 2015, unless the context otherwise requires:

For further information please contact:

Iafyds plc: Clive Carver / Colin Hutchinson +44 (0) 20 7220 0500

finnCap: Geoff Nash / Giles Rolls +44 (0) 20 7220 0500

Unaudited consolidated income statement

Unaudited consolidated statement of financial position

Unaudited consolidated statement of changes in equity

Unaudited consolidated statement of cash flows

Notes to the consolidated interim financial statements

1. Accounting policies

Reporting entity

Iafyds plc ("the Company") and its subsidiaries (together 'the Group') previously developed products that provide energy efficiency solutions to certain identified problems in the energy market. The Company is now an investment company. Iafyds plc is a public limited company incorporated in England and Wales under the Companies Act 2006.

Basis of preparation

The information for the year ended 31 December 2014 does not constitute statutory accounts as defined in section 434 of the Companies Act 2006. A copy of the statutory accounts for that year has been delivered to the Registrar of Companies. The auditor reported on those accounts; their report was modified but not qualified, drawing attention to the material uncertainties disclosed by the Directors regarding the ability of the Company to continue as a going concern in reference to the timeframe available under AIM Rule 15.

The unaudited condensed set of financial statements included in this half-yearly financial report have been prepared in accordance with the International Accounting Standard 34 'Interim Financial Reporting', as adopted by the European Union. These condensed interim accounts should be read in conjunction with the annual accounts of the Group for the year ended 31 December 2014. The annual financial statements of the Group are prepared in accordance with International Financial Reporting Standards as adopted by the European Union.

2. Going concern

Due to the events occurring in 2013, the Group no longer conducts its original trading activities and as a result of this cessation of trade the condensed financial statements of the Group are prepared on a basis other than going concern.

As stated above, the Company reached an agreement with its creditors and members to execute a CVA. This process is nearing completion and the funds required to satisfy the CVA are under the control of the Supervisors.

On 3 August 2015 the Company announced the proposed transaction whereby the Company will acquire the entire issued share capital of 365 Agile Limited ("the Acquisition") for consideration of £8.5 million, to be satisfied by the issue of new shares in the capital of the Company, conduct a placing of new shares in the capital of the Company to raise £2.24 million and apply for the re-admission of its enlarged issued share capital to trading on AIM. 

The Acquisition, if completed, is of sufficient size to constitute a reverse takeover under the AIM Rules for Companies and is therefore conditional on the consent of the shareholders of the Company being given in a general meeting. Provided that consent is received the Company will once again become a trading company with sufficient funds to continue as a going concern.

If the transaction is not concluded as planned the Company will have its listing on AIM cancelled and the Directors will commence a liquidation of the Company.

3. Loss per share

4. Share capital & reserves

5. Post Balance Sheet Events

As detailed above, on 3 August 2015 the Company announced the proposed transaction of 365 Agile Limited for an aggregate consideration of £8.5million to be satisfied by the issue of new shares in the Company alongside a placing of new shares raising gross proceeds of £2.24 million.