Interim Report

NEOS Resources plc

Interim Report 31 December 2012

Interim results

The unaudited interim results for the six months ended 31 December 2012 are hereby released to the market.

Chairman's Report

I am pleased to be able to provide an update to shareholders in respect of the six month period to 31 December 2012 and other developments following the period end.

As I reported to you in the last annual report and accounts, since December 2011 the Group has focused on a strategy of procuring and trading oils from multiple non-edible oilseed types in India with an objective of achieving scalability, profitability and cash flow sustainability within a manageable time horizon. In October 2012, the Directors reported that the Company would require additional funding during the second quarter of 2013 in order to successfully pursue its business plan.

During the period, the Group has been actively focused on selling its castor oil stock and in procuring and expelling jatropha seeds and selling crude jatropha oil (CJO). 180 tonnes of castor oil were sold during the period with a further 197 tonnes remaining in inventory at 31 December 2012, of which 165 tonnes have been sold since the period end. Castor oil commodity trading is a scalable business and the Group's strategy was to "turn" castor inventory quarterly. However, with an established Indian castor trading community, the current lack of demand for castor oil and the limited financial resources available to the Group, Neos has not been able to scale this business and compete effectively in this market to realise this element of its strategy.

There is a lack of availability of jatropha seed and the Group procured only 442 tonnes during the period. This low availability was due to insufficient planting of new trees by farmers as a result of a lack of local government incentives, low crop yields per hectare due to the poor land quality and the high cost of grain collection due to its labour intensive nature. Due to the financial constraints imposed by not being able to sell all of its castor oil, only 194 tonnes of that seed has been expelled into 49 tonnes of CJO. Further, due to a lack of demand for CJO, only 23 tonnes have been sold during the period. In addition to the above, the Group has sold 56 tonnes of pongamia that it procured and processed during the period and 424 tonnes of seedcake generated as a by-product from the expelling process.

The Group has not been able to generate a gross margin during the period as its historical business model was based on leasing crushing mills resulting in a high fixed overhead. Management has taken steps to terminate all such lease contracts by early 2013 to move to a variable cost model. However, the Group has not been successful in scaling its Indian business during the six month period ended 31 December 2012 and has continued to make losses which have further diminished its cash reserves. As a result, the Directors carried out a further review of its Indian operations and concluded, as announced in January 2013, that even with further funding, the business would not be scalable to the level where it would become a viable profitable and cash generative business for the Group within a reasonable timeframe.

The Directors also reviewed the overall cost base of the Group and also announced in January 2013 that it believed it was in the best interests of the Group if it were to cancel the admission of its shares to trading on the AIM market as part of its plans to further reduce its cost base. In February 2013, the Board further announced that it would seek an orderly realisation of the Group's assets and settlement of its liabilities with a view to preserving as much cash as possible for shareholders. As part of the orderly wind-down of its Indian business, the Group has now substantially honoured a contract to supply 200 tonnes of CJO to a major Indian customer which will realise sales of £175,000 in the second half of 2012/13 and which is expected to generate a contribution (sales less directly variable costs) in excess of 15%.

The resolution to de-list the Company's shares was put to a General Meeting of the Company on 1 March 2013 and, following an adjournment to 15 March 2013, was subsequently adjourned indefinitely following a significant change in ownership. Following discussions with the Company's major shareholders, the Board has now announced that it intends to maintain its listing and to pursue alternative strategies which seek to maintain and improve shareholder value whilst continuing to settle the Group's liabilities and taking all steps necessary to minimise the Group's ongoing cost base. The Group will pursue further sales opportunities in India where they yield a contribution margin which is sufficient to cover that company's reducing fixed operating cost and overhead cost base.

In order to facilitate this strategy, I and Graham Woolfman, one of the non-executive directors, will resign as directors on 29 March 2013. With effect from that date, Michael Moquette will become non-executive Chairman of the Company, Nicholas Myerson will become Chief Executive Officer and Ravi Jose will become Chief Operating Officer. The remaining Directors will continue to receive remuneration for a period equivalent to their contractual notice periods, which are three, six and three months respectively, following which they have waived rights to any further remuneration for a period of six months. At the end of this period, their employment will terminate in the absence of agreement to the contrary, although it is intended that they will remain as statutory directors of the Company.

Financial performance and position

Group revenue from continuing operations was £249k (6 months to December 2011: £142k) resulting in a gross loss of £7k in the period (6 months to December 2011: gross profit of £10k). After deducting Indian and corporate administrative costs, the Group incurred an operating loss of £423k (6 months to December 2011: operating loss of £1.1m). Corporate administrative costs for the period were significantly reduced to £288k (6 months to December 2011: £591k) representing the cost of operating its London head office with a significantly reduced staff and property cost base. Other income comprised primarily the release of part of a provision for claims against the Group. Prior period finance costs included one off charges of £0.4m, comprising foreign exchange losses previously held in equity released to the income statement following discontinuation of overseas activities and impairments of foreign loans.

The Group loss from continuing operations was £438k (6 months to December 2011: loss of £1.5m). The reduced loss reflects the full period impact of the cost reduction activities previously communicated by the Board. The overall Group loss for the period was £419k (6 months to December 2011: loss of £1.6m) and the loss per ordinary share was 0.24p (6 months to December 2011: loss per share of 1.15p).

The Group's cash and cash equivalents at 31 December 2012 amounted to £1.2m (31 December 2011: £2.2m). Since December 2012, the Group has continued to incur losses and see further reductions in its cash reserves. At 28 February 2013, the Group had cash amounting to £1.1m, other current assets realisable into cash of £255k and known liabilities, including potential claims, amounting to £1.0m. The parent Company currently has cash balances amounting to approximately £630,000 and known liabilities, including provisions for claims and contractual payments to the directors, amounting to approximately £380,000.

Steven Rudofsky

Executive Chairman

26 March 2013

Consolidated interim income statement

Unaudited results for the six months ended 31 December 2012

Consolidated interim statement of comprehensive income

Unaudited results for the six months ended 31 December 2012

Consolidated interim balance sheet

Unaudited balance sheet at 31 December 2012

Consolidated interim statement of changes in equity

Unaudited changes in equity for the six months ended 31 December 2012

Consolidated interim statement of cash flows

Unaudited cash flows for the six months ended 31 December 2012

Notes to the interim financial statements

1. Basis of preparation

This interim report, which does not constitute statutory accounts within the meaning of Section 435 of the Companies Act 2006, was approved by the Board on 26 March 2013. The financial information for the six month period ended 31 December 2011 does not constitute statutory accounts as defined in Section 435 of the Companies Act 2006 and has been extracted from the statutory accounts for the 18 month period ended 30 June 2012, which have been delivered to the Registrar of Companies. Those accounts, which included an auditors' report which contained an emphasis of matter regarding going concern, did not contain a statement under Section 498(2) nor Section 498(3).

The Group has not applied International Accounting Standard (IAS) 34 Interim Financial Reporting in the preparation of these condensed interim financial statements, as it is not mandatory for AIM-listed companies.

Fundamental accounting concept

The financial statements have been prepared on the going concern basis which assumes that the Group and Company will continue in existence for the foreseeable future and meet their liabilities as they fall due. There are material uncertainties that the Directors have had to consider in deciding to prepare the financial statements on the going concern basis which are set out below.

The Company has previously announced that it does not believe that its trading subsidiary in India presents a viable long-term opportunity for the Group and that it would undertake an orderly realisation of the Group's assets and settlement of its liabilities. Following a recent subsequent change in shareholding, the Directors have now announced a revised strategy to seek opportunities which may maintain and improve value for shareholders, whilst continuing to settle the Group's liabilities and take the necessary actions to minimise the Group's cost base. In this regard, the Directors are in negotiation with one of the Group's significant creditors to settle its liability to them at an earlier date than it is due at a lower amount than recorded in these financial statements. In addition, following substantial completion of a recent contract with a major Indian customer, the Directors now intend to pursue further sales opportunities in India where the contribution margin is sufficient to cover that company's reducing fixed operating cost and overhead cost base. There is a risk that the Directors will not be able to secure profitable new opportunities for shareholders and that they will not be able to settle the Group's liabilities in a favourable manner.

After making enquiries and considering these risks and uncertainties, the Directors conclude that these are material risks and uncertainties which may cast doubt about the Group and Company's ability to continue as a going concern in its current form. The Directors believe that the impact of these uncertainties should be manageable and the Directors have a reasonable expectation that the Group and the Company have adequate resources to continue in operational existence for the foreseeable future. Consequently the Directors believe that it is appropriate to prepare the financial statements on a going concern basis. Should the proposed business strategy not be successful, then the going concern basis would be invalid and adjustments may have to be made to reduce the value of the assets to their recoverable amount, to provide for any further liabilities which might arise and to reclassify fixed assets and long term liabilities to current assets and current liabilities.

Significant accounting policies

The accounting policies adopted in the preparation of the Company's interim consolidated financial statements for the six months ended 31 December 2012 are consistent with those followed in the preparation of the annual report and accounts for the 18 month period ended 30 June 2012, except for the adoption of new Standards and Interpretations as of 1 January 2012 as listed below:

·; Deferred Tax: Recovery of Underlying Assets - Amendments to IAS 12 Income Taxes

The IASB and IFRIC have issued the following standards and interpretations with an effective date after the date of these financial statements that have not yet been endorsed by the European Union:

·; IFRS 9 Financial Instruments (effective 1 January 2015)

·; IFRS 10 Consolidated Financial Statements (effective 1 January 2013)

·; IFRS 11 Joint Arrangements (effective 1 January 2013)

·; IFRS 12 Disclosure of Interests in Other Entities (effective 1 January 2013)

·; IFRS 13 Fair Value Measurement (effective 1 January 2013)

·; IAS 19 Employee Benefits (Revised June 2011) (effective 1 January 2013)

·; IAS 27 (Revised), Separate Financial Statements (effective 1 January 2013)

·; IAS 28 (Revised), Investments in Associates and Joint Ventures (effective 1 January 2013)

·; Disclosures - Offsetting Financial Assets and Financial Liabilities - Amendments to IFRS 7 (effective 1 January 2013)

·; Offsetting Financial Assets and Financial Liabilities - Amendments to IAS 32 (effective 1 January 2014)

·; Mandatory Effective Date and Transition Disclosures - Amendments to IFRS 9 and IFRS 7 (effective 1 January 2015)

·; Government Loans - Amendments to IFRS 1 (effective 1 January 2013)

·; IFRIC 20 Stripping Costs in the Production Phase of a Surface Mine (effective 1 January 2013)

·; Annual Improvements 2009-2011 Cycle (effective 1 January 2013)

·; Transition Guidance - Amendments to IFRS 10, IFRS 11 and IFRS 12 (effective 1 January 2013)

The Directors do not anticipate that the adoption of amendments or revisions to the above standards will have a material impact on the Group's financial statements in the period of initial application.

2. Segmental information

The Group divested its Refining & Trading and Science & Technology business units in previous periods and now has one remaining continuing activity, Operations. The Operations segment is responsible for procuring and expelling non-edible oil seeds in India and selling the oil and seedcake produced. Further details of discontinued operations are given in note 3 below.

3. Discontinued operations

At 31 December 2012, the Group had two discontinued operations: i) Refining & Trading; and ii) Science & Technology.

Profits / (losses) and profit / (loss) per share from discontinued operations

The profits / (losses) from discontinued operations are as follows:

The profit / (loss) per share from discontinued operations is as follows:

 Refining & Trading

The Group ceased its biodiesel refining and trading operations in 2008 and subsequently sold its two refining sites in 2009 and 2010.

The results of the refining and trading activities of the Group for the period are presented below:

(a) Other income included the settlement of an outstanding liability plus the release of a contracts provision in relation to the Bromborough site and a settlement received in respect of a legal case.

The net cash flows incurred by the refining and trading operations are as follows:

Science & Technology

The Group disposed of the agronomy and breeding activities ("Quinvita") within the Science & Technology division effective from 1 November 2010 and in April 2012, the Group sold the remaining activities within this division, its animal feed programme, to Quinvita N.V. The results of the Science & Technology division for the period are presented below:

(a) Other income comprises receipt of a research and development tax credit.

The net cash flows incurred by the Science & Technology division are as follows:

4. Loss per ordinary share

The number of shares in issue at 31 December 2012, 30 June 2012 and 31 December 2011 was 178,315,219 and at 30 June 2011 and 31 December 2010 the number was 126,675,219. For the purposes of calculating the loss per ordinary share the weighted average number of shares excludes 193,645 shares held by the D1 Oils plc Employee Benefit Trust. The diluted loss per share does not differ from the basic loss per share as all share options granted by the Company are anti-dilutive.

For the purposes of calculating earnings per ordinary share, the following figures were used:

5. Other financial assets

At 31 December 2012, the Group had a loan receivable from Quinvita N.V. which accrues monthly compound interest and is repayable by April 2017. The loan receivable, including accrued interest, was included in trade and other receivables at 30 June 2012 but has been re-classified as a non-current financial asset as, in the opinion of the directors, it is now unlikely that any of the outstanding balance will be repaid within one year of the balance sheet date. The loan is secured against the germplasm and animal feed intellectual property sold to Quinvita N.V. in April 2012.

6. Provisions

Provisions have been made for possible settlements arising from various contractual obligations and potential claims. The reduction in the provision in the six month period to 31 December 2012 has been credited to other income.

7. Payments due to vendors

Payments due to vendors included in non-current liabilities comprise deferred consideration on an acquisition owed by a subsidiary company to a third party, which is payable by 31 December 2014.

8. Contingent assets

At 31 December 2012, the Group had no contingent assets.

9. Contingent liabilities

At 31 December 2012, the Group had one contingent liability. In 2010, the Group sold two long leaseholds as part of the sale of its Bromborough site. The leasehold obligations are first cancellable in 2021 and in the event that the purchaser defaults on its lease obligations to the landlord before that date, any outstanding obligations through to 2021 may become a liability of the Group. The maximum exposure to the Group is approximately £1.6m but various mitigations, such as sub-lets, would be available. This obligation remains contingent on the buyer defaulting and the Directors do not consider the risk sufficiently likely to recognise a liability.

10. Approval by the Board of Directors

The Interim Report was approved by the Board of Directors on 26 March 2013.

Directors and advisers