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CTFA Cientifica

0.95
0.00 (0.00%)
17 May 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Cientifica LSE:CTFA London Ordinary Share GB00B4YSYV64 ORD 0.5P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0.95 0.00 01:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
0 0 N/A 0

Cientifica PLC Final Results (0850T)

30/09/2014 6:30pm

UK Regulatory


Cientifica (LSE:CTFA)
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TIDMCTFA

RNS Number : 0850T

Cientifica PLC

30 September 2014

Cientifica PLC

("Cientifica" or the "Company")

Audited Accounts for the year ended 31 March 2014

The Board of Cientifica is pleased to announce the Company's audited report and accounts ("the Accounts") for the year ended 31 March 2014

The Accounts are being posted to shareholders and will shortly be available from the Company's website www.cientifica.com

For further information please contact:

 
 Cientifica PLC 
 Tim Godwin, Chairman                     +44 (0) 1604 601002 
 
 Allenby Capital (Nominated Adviser) 
 Nick Naylor/James Reeve                  +44 (0) 203 328 5656 
 
 Peterhouse Corporate Finance (Broker) 
 Lucy Williams / Heena Karani             +44 (0) 207 469 0930 
 

Chairman's Statement for the year ended 31 March 2014

INTRODUCTION

I am very pleased to be making my first Chairman's statement, having joined the Board of Cientifica in September of this year.

The year ended 31 March 2014 was a period of significant change for the Company. During this year, the Company concluded the disposal of Plain Healthcare, Avia Informatics and Avia Investments, together with the assignment of a related GBP350,000 loan. The Company entered into a Company Voluntary Arrangement (the "CVA") with its creditors and concluded a placing of 19,000,000 new Ordinary Shares which raised GBP380,000 of new money for the Company.

The accounts for the year ended 31 March 2014 show no turnover, administrative expenses of GBP293,000, other gains relating to the above disposal and CVA of GBP584,000 and profit before taxation of GBP291,000.

Following the disposal of the trading subsidiaries the Company became an Investment Company (as defined under Rule 15 of the AIM Rules for Companies). The Company's investing policy is as follows:

"The Company will seek to acquire and build businesses making use of emerging technologies and advanced materials. These are typically businesses at an early revenue stage where the technology has been proven but not scaled up to meet emerging market demand. The Company focus will be on applications of graphene, nanotechnology and industrial biotechnology, with markets ranging from chemicals, aerospace and microelectronics to smart and sustainable buildings". More detail on the Company's investing policy can be found on the Company's website.

As at 31(st) March 2014 the Company had completed and commissioned a number of feasibility studies and reviews and concluded exclusivity arrangements that have, or will form the basis of investment agreements with a number of businesses that either own patents or production facilities or will deploy products using emerging technologies and advanced materials to end users. The Company's accounting policy during the year ended 31 March 2014 was to expense the costs incurred in these activities until the costs are able to be recharged to the relevant business as part of a formal investment agreement with the businesses. This process of converting costs incurred by the Company into investments has started and further announcements will be made in due course.

The Company's first major investment agreement was announced on 29(th) August 2014 with G Heat Limited who are developing an advanced form of infra-red heating using graphene. The Board is currently in advanced discussions with 7 other prospective investee businesses (for which the Company has undertaken work in the last year) which the Board is confident can, in part, be converted into investments. If these conversions are undertaken then the Board are hopeful that the Company will have made sufficient investments to have implemented its investing policy before 25 October 2013 (being the 1 year anniversary of the adoption of the investing policy by the Company's shareholders). In the event that the Company is not able to implement its investing policy before 25 October 2014 then the Company's shares, in accordance with Rule 15 of the AIM Rules for Companies, will be suspended from trading on AIM. Should the investing policy not be implemented by 25 April 2015 then the listing of the Company's shares on AIM will be cancelled.

Since my appointment in September I have been reviewing all aspects of the Company's activities since it became an investing company. As part of this review it has become clear that the Company's systems and procedures have, at times, been less than satisfactory and the Board have undertaken a detailed review of the transactions that the Company has undertaken in: i) the period from the Company becoming an investing company to 31 March 2014; and ii) the period since 31 March 2014. As a consequence the Board is seeking the refund of certain sums which have been advanced to a number of parties. In addition the Company's on-going overheads have been reduced and a revised set of controls procedures and policies have been implemented.

The Board is grateful to the Company's advisors and to key shareholders who have provided and continue to provide invaluable support to the Company.

Tim Godwin MA ACA

Chairman

30 September 2014

Strategic Report for the year ended 31 March 2014

The Directors present their Strategic Report on the Company for the year ended 31 March 2014.

RESULTS AND DIVIDENDS

The Company made a profit after taxation from continuing operations of GBP291,000 (2013: loss of GBP2,058,000). The Directors do not propose a dividend (2013:GBPnil).

PRINCIPAL ACTIVITIES AND REVIEW OF THE BUSINESS DURING THE YEAR

As highlighted in the Chairman's statement, during the year the Company decided to dispose of its software operations, changed its name from Avia Health Informatics plc and become an investment company focused on emerging technologies and advanced materials. As part of this process the Company raised GBP380,000 (before expenses) in October 2013, to enable it to implement its investing policy and to settle various outstanding creditors, including the amount owed under the CVA (which totalled GBP5,000, before expenses).

Since the year end, the Company has raised additional equity funds of GBP100,000 and has commenced the implementation of its investing policy to satisfy the requirements of Rule 15 of the AIM Rules for Companies.

KEY PERFORMANCE INDICATORS ("KPIs")

The Company's activity has changed to that of an investing company and as such going forward the Directors will focus principally on the development of the Company's net asset value.

The key performance indicators are therefore set out below:

 
COMPANY STATISTICS                                 31 March     31 March 
                                                       2014 
                                                       2014         2013 
 
  Net asset value                                 GBP79,000          n/a 
 
  Net asset value - fully diluted per share            0.3p          n/a 
 
    Closing share price                                  2.5p            n/a 
 
  Market capitalisation                          GBP661,000          n/a 
 
 

KEY RISKS AND UNCERTAINTIES

Early stage investments in the advanced materials and emerging technologies sectors carry a high level of risk and uncertainty, although the rewards can be outstanding. At this stage, there can be no certainty of outcome and, in addition, there is often a lack of liquidity in the Company's investments which can be either unquoted or quoted, such that the Company may have difficulty in realising the full value in a forced sale. Accordingly, a commitment is only made after thorough research into both the management and the business of the target, both of which are closely monitored thereafter. Details of other financial risks and their management are given in Note 16 to the financial statements.

GOING CONCERN

As disclosed in Note 3, after making enquiries and with the support of a key shareholder, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. For this reason, they continue to adopt the going concern basis in preparing the financial statements.

ON BEHALF OF THE BOARD

Tim Harper

Director

30 September 2014

Directors' Report for the year ended 31 March 2014

The Directors present their annual report on the affairs of the Company, together with the financial statements for the year ended 31 March 2014.

DIRECTORS

The Directors of the Company who served during the year are listed below.

 
 Tim Harper         (Appointed 23(rd) October 2013) 
 Rod Venables       (Appointed 23(rd) October 2013) 
 Tim Baldwin        (Appointed 23(rd) October 2013) 
 Jeremy Dale        (Resigned 24(th) October 2013) 
 Roger Lane-Smith   (Resigned 24(th) October 2013) 
 Tim Morris         (Resigned 24(th) October 2013) 
 

Subsequent to the year end, on 4(th) September, 2014 Tim Godwin was appointed as a director, and Tim Baldwin resigned as a director.

DIRECTORS' INTERESTS

The Directors' beneficial interests in the ordinary share capital of the Company as at 31 March 2014 were as follows:

 
 Name of director           Number of    Share options 
                      ordinary shares    at 3.68 pence 
                                 2014     per ordinary 
                                                 share 
                                                  2014 
 Tim Harper                         -        1,750,000 
 Rod Venables                       -          290,000 
 Tim Baldwin                  850,000          710,000 
 

SUBSTANTIAL SHAREHOLDINGS

The only interests in excess of 3% of the issued share capital of the Company which have been notified to the Company as at 26 September 2014 were as follows:

 
                                   Ordinary shares of   Percentage of capital 
                                           0.10p each 
   Name of shareholder                         Number                       % 
 TV Investments 1 Limited                   6,250,000                   18.20 
 Hargreave Lansdown                         5,491,973                   16.00 
 First Equity Limited                       1,750,000                    5.09 
 Lombard Capital                            1,666,667                    4.85 
 P3 Limited                                 1,666,667                    4.85 
 Tim Harper                                 1,440,000                    4.19 
 Winterflood Securities Limited             1,333,333                    3.88 
 Panmure Gordon (UK) Ltd                    1,250,000                    3.64 
 Bruce Gordon                               1,250,000                    3.64 
 

CORPORATE GOVERNANCE

Although the Company is not required to comply with the principles of corporate governance, this report sets out how the Company does comply with the principles of good corporate governance.

BOARD OF DIRECTORS

The Company supports the concept of an effective Board leading and controlling the Company. The Board is responsible for approving Company policy and strategy. It meets regularly and has a schedule of matters specifically reserved to it for decision. Management supply the Board with appropriate and timely information and the Directors are free to seek any further information they consider necessary. All Directors have access to advice from the Company Secretary and independent professionals at the Company's expense. Training is available for new Directors and other Directors as necessary.

The Board consists of three directors, the non-executive chairman Tim Godwin, the Chief Executive Officer Tim Harper, and non-executive director Rod Venables.

Given the size of the Board, there is no separate nomination committee. All Director appointments are approved by the Board as a whole.

COMMUNICATIONS WITH SHAREHOLDERS

Communications with shareholders are given a high priority. In addition to the publication of an annual report and an interim report, there is regular dialogue with shareholders and analysts. The Annual General Meeting is viewed as a forum for communicating with shareholders, particularly private investors. Shareholders may question the Executive Chairman and other members of the Board at the Annual General Meeting.

INTERNAL CONTROL

The Directors acknowledge they are responsible for the Company's system of internal control and for reviewing the effectiveness of these systems. The risk management process and systems of internal control are designed to manage rather than eliminate the risk of the Company failing to achieve its strategic objectives. It should be recognised that such systems can only provide reasonable and not absolute assurance against material misstatement or loss. The Company has well established procedures which are considered adequate given the size of the business.

FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

Details of the Company's financial risk management objectives and policies are set out in Note 16 to these financial statements.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The Directors are responsible for preparing the report of the directors and the financial statements in accordance with applicable law and regulations.

Company law requires the Directors to prepare Company financial statements for each financial year. The Directors are required by the AIM Rules of the London Stock Exchange to prepare financial statements in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union ("EU") and have also elected to prepare the Company financial statements in accordance with IFRS as adopted by the EU. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs and profit or loss of the Company for that period. In preparing these financial statements, the directors are required to:

   --      select suitable accounting policies and then apply them consistently 
   --      make judgments and accounting estimates that are reasonable and prudent 

-- state whether applicable IFRSs have been followed, subject to any material departures disclosed and explained in the financial statements

-- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

In the case of each person who was a director at the time this report was approved:

-- so far as that director is aware there is no relevant audit information of which the Company's auditor is unaware: and

-- that director has taken all steps that the director ought to have taken as a director to make himself aware of any relevant audit information and to establish that the Company's auditor is aware of that information.

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

POST YEAR END EVENTS

Details of events after the reporting period have been disclosed in Note 21.

AUDITORS

Welbeck Associates, having expressed their willingness to continue in office, will be deemed reappointed for the next financial year in accordance with section 487(2) of the Companies Act 2006 unless the Company receives notice under section 488(1) of the Companies Act 2006.

ON BEHALF OF THE BOARD

Tim Harper

Director

30 September 2014

Report on Directors' Remuneration for the year ended 31 March 2014

REMUNERATION

The remuneration of the directors has been fixed by the Board as a whole. The Board seeks to provide appropriate reward for the skill and time commitment required so as to retain the right calibre of director at a cost to the Company, which reflects current market rates.

The Board is responsible for the overall remuneration package for the Executive and Non-Executive Directors.

DIRECTORS' EMOLUMENTS

Full details of all elements in the remuneration package of each Director for the year are set out below:

 
                                       2014     2013 
Director                            GBP'000  GBP'000 
--------------------------------  ---------  ------- 
Tim Harper                               10        - 
Rod Venables                              6        - 
 Tim Baldwin                              6        - 
 Barry S Giddings                         -       46 
 Jeremy Dale                              -       43 
 Roger Lane-Smith                         -        9 
 Tim Morris                               -       39 
                                         22      137 
                                  ---------  ------- 
 
 

PENSIONS

No pension contributions were paid in respect of the directors for the year ended 31 March 2014 (2013 GBPnil).

OPTIONS

Detail of options granted to the directors are shown in note 15.

BENEFITS IN KIND

The directors did not receive any benefits in kind for the year ended 31 March 2014 (2013: GBPnil).

DIRECTORS LOAN

A director's loan totaling GBP7,069 was owed by Tim Harper to the Company at 31 March 2014 (2013 GBPnil).

ON BEHALF OF THE BOARD

Tim Harper

Director

30 September 2014

Report of the Independent Auditor for the year ended 31 March 2014

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CIENTIFICA PLC

We have audited the financial statements of Cientifica plc for the year ended 31 March 2014 which comprise the income statement, the statement of comprehensive income, the statement of changes in equity, the statement of financial position, the statement of cash flows, and the related notes. The financial reporting framework that has been applied in the preparation of the financial statements is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union.

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

RESPECTIVE RESPONSIBILITIES OF DIRECTORS AND AUDITORS

As explained more fully in the statement of Directors' responsibilities set out on page 7, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's (APB's) Ethical Standards for Auditors.

SCOPE OF THE AUDIT OF THE FINANCIAL STATEMENTS

An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the company's circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the directors; and the overall presentation of the financial statements. In addition, we read all the financial and non-financial information in the annual report to identify material inconsistencies with the audited financial statements. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report.

OPINION ON FINANCIAL STATEMENTS

In our opinion:

-- the financial statements give a true and fair view of the state of the Company's affairs as at 31 March 2014 and of the Company's profit for the year then ended;

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

-- the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

OPINION ON OTHER MATTER PRESCRIBED BY THE COMPANIES ACT 2006

In our opinion the information given in the report of the directors for the financial year for which the financial statements are prepared is consistent with the financial statements.

OPINION

Emphasis of Matter - Going Concern

In forming our opinion on the financial statements, which is not modified, we draw your attention to the disclosures made in note 3 to the financial statements concerning the Company's ability to continue as a going concern.

These conditions, along with other matters explained in note 3 to the financial statements, indicate the existence of a material uncertainty which may cast significant doubt about the ability of the Company to continue as a going concern. The directors have plans to manage the cash flows of the Company to enable it to continue as a going concern. These plans include the necessary additional fundraising required to provide the working capital requirement for the next 12 months. The financial statements do not include the adjustments that would result if the Company was unable to continue as a going concern.

MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY EXCEPTION

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us

to report to you if, in our opinion:

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

-- the financial statements are not in agreement with the accounting records and returns; or

   --              certain disclosures of directors' remuneration specified by law are not made; or 
   --              we have not received all the information and explanations we require for our audit. 
 
 Jonathan Bradley-Hoare                      30 Percy Street 
  Senior Statutory Auditor                            London 
  for and on behalf of Welbeck Associates            W1T 2DB 
  Statutory Auditor, Chartered Accountants 
 
  30 September 2014 
 
 
 STATEMENT OF COMPREHENSIVE INCOME 
  For the Year ended 31 March 2014 
 
 
                                                           2014      2013 
                                                 Note   GBP'000   GBP'000 
 
 
 Continuing operations 
 
 Revenues                                                     -       136 
 Costs of Sale                                                -       (6) 
 
 Gross Profit                                                 -       130 
 
 Administrative expenses                                  (293)     (621) 
 
 Operating profit/ (loss)                           4     (293)     (491) 
 
 Other gains and losses                             5       584   (1,567) 
 
 Profit/ (loss) on ordinary activities 
  before taxation                                           291   (2,058) 
 
 Taxation                                           7         -         - 
 
 Profit / (loss) for the year from continuing 
  activities                                                291   (2,058) 
 
 Loss from discontinued operations                            -         - 
 
 Total comprehensive profit/ (loss) for 
  the year                                                  291   (2,058) 
----------------------------------------------  -----  --------  -------- 
 
 Basic and diluted profit/(loss) per 
  share                                                    1.9p   (32.0)p 
 From continuing and total operations               8      1.9p   (32.0)p 
----------------------------------------------  -----  --------  -------- 
 
 
 
 
 STATEMENT OF FINANCIAL POSITION 
  As at 31 March 2014 
 
                                                            2014      2013 
                                                 Notes   GBP'000   GBP'000 
----------------------------------------------  ------  --------  -------- 
 
 NON-CURRENT ASSETS 
 Investments                                         9        10         - 
 Property, plant and equipment                      10         2         2 
 
                                                              12         2 
----------------------------------------------  ------  --------  -------- 
 
 CURRENT ASSETS 
 Trade and other receivables                        11        12         4 
 Cash and cash equivalents                          12       131         2 
                                                             143         6 
----------------------------------------------  ------  --------  -------- 
 
 CURRENT LIABILITIES 
 Trade and other payables                           13        81       272 
 Borrowings                                         13         -       350 
                                                              81       622 
----------------------------------------------  ------  --------  -------- 
 NET CURRENT ASSETS/(LIABILITIES)                             62     (616) 
 
 
 NET ASSETS/(LIABILITIES)                                     74     (614) 
----------------------------------------------  ------  --------  -------- 
 
 EQUITY 
 Ordinary share capital                             14       223       125 
 Share premium                                      14     2,353     2,075 
 Merger reserve                                     18         -     1,488 
 Share option reserve                                         21         - 
 Retained deficit                                        (2,523)   (4,302) 
----------------------------------------------  ------  --------  -------- 
 Equity attributable to owners of the Company 
  and total equity                                            74     (614) 
----------------------------------------------  ------  --------  -------- 
 

The financial statements were approved by the Board and ready for issue on 30 September 2014.

 
 
 Tim Harper 
  Director 
 

STATEMENT OF CHANGES IN EQUITY

For the year ended 31 March 2014

 
                                                                Share 
                                  Share     Share    Merger    Option  Retained    Total 
                                capital   premium   reserve   reserve   deficit   equity 
                                GBP'000   GBP'000   GBP'000   GBP'000   GBP'000  GBP'000 
-----------------------------  --------  --------  --------  --------  --------  ------- 
At 1 April 2012                     124     2,070     1,488         -   (2,244)    1,438 
Loss and total comprehensive 
 income for the year                  -         -         -         -   (2,058)  (2,058) 
Issue of share capital                1         5         -         -         -        6 
-----------------------------  --------  --------  --------  --------  --------  ------- 
At 31 March 2013                    125     2,075     1,488         -   (4,302)    (614) 
Profit for the year                   -         -         -         -       291      291 
-----------------------------  --------  --------  --------  --------  --------  ------- 
Issue of new shares                  98       295         -         -         -      393 
Share issue costs                     -      (17)         -         -         -     (17) 
Transfer of Merger 
 reserve to Retained 
 earnings                             -         -   (1,488)         -     1,488        - 
Share based payment 
 expense                              -         -         -        21         -       21 
 
At 31 March 2014                    223     2,353         -        21   (2,523)       74 
-----------------------------  --------  --------  --------  --------  --------  ------- 
 

STATEMENT OF CASH FLOWS

For the year ended 31 March 2014

 
                                                  2014      2013 
                                               GBP'000   GBP'000 
--------------------------------------------  --------  -------- 
 
 OPERATING ACTIVITIES 
 Profit/(loss) before taxation                     291   (2,058) 
 Adjustments for: 
 Depreciation                                        -         2 
 Loss on disposal of fixed assets                    2         - 
 Share based payment expense                        21         - 
 Shares issued in lieu of fees                      13         - 
 Impairment of investment in subsidiary              -     1,536 
 Net Gain on transfer of undertaking 
  and assignment of loan                         (356)         - 
 Credit arising from CVA                         (230)         - 
 Operating cashflow before working capital 
  changes                                        (259)     (520) 
 (Increase)/decrease in receivables                (8)        51 
 Increase/(decrease) in trade and other 
  payables                                          39        78 
--------------------------------------------  --------  -------- 
 Net cash outflow from operating activities      (228)     (391) 
--------------------------------------------  --------  -------- 
 INVESTMENT ACTIVITIES 
 Purchase of property, plant and equipment         (2)         - 
 Purchase of investments                          (10)         - 
                                                  (12)         - 
--------------------------------------------  --------  -------- 
 
 FINANCING ACTIVITIES 
 Issue of ordinary share capital                   380         6 
 Share issue costs                                (17)         - 
 Net repayment of inter-company loan 
  by subsidiary undertaking                          6         - 
 Proceeds of loan notes issued                       -       350 
--------------------------------------------  --------  -------- 
 Net cash inflow from financing activities 
  from operations                                  369       356 
--------------------------------------------  --------  -------- 
 
 Net (decrease)/increase in cash and 
  cash equivalents                                 129      (35) 
 Cash and cash equivalents as at 1 April             2        37 
 
 Cash and cash equivalents as at 31 
  March                                            131         2 
--------------------------------------------  --------  -------- 
 
 
         NOTES TO THE FINANCIAL STATEMENTS 
          For the year ended 31 March 2014 
 
   1      GENERAL INFORMATION 
         The Company is a public limited company incorporated in the 
          United Kingdom and its shares are listed on the AIM market of 
          the London Stock Exchange. 
          The Company is an investment company, mainly investing in businesses 
          making use of emerging technologies and advanced materials. 
 2       PRINCIPAL ACCOUNTING POLICIES 
 
          The principal accounting policies adopted in the preparation 
          of these financial statements are set out below. These policies 
          have been consistently applied throughout all periods presented 
          in the financial statements. 
 
          BASIS OF ACCOUNTING 
 
          As in prior periods, the financial statements have been prepared 
          in accordance with International Financial Reporting Standards 
          (IFRS) as adopted by the European Union. The financial statements 
          have been prepared using the measurement bases specified by 
          IFRS for each type of asset, liability, income and expense. 
          The measurement bases are more fully described in the accounting 
          policies below. 
 
          The financial statements are presented in pounds sterling (GBP) 
          which is the functional currency of the company. 
 
          An overview of standards, amendments and interpretations to 
          IFRSs issued but not yet effective, and which have not been 
          adopted early by the Company are presented below under 'Statement 
          of Compliance'. 
 
          GOING CONCERN 
 
          Any consideration of the foreseeable future involved making 
          a judgement, at a particular point in time, about future events 
          which are inherently uncertain. The ability of the Company to 
          carry out its planned business objectives is dependent on its 
          continuing ability to raise adequate financing from equity investors 
          and/or the achievement of profitable operations. 
 
          Nevertheless, at the time of approving these financial statements 
          and after making due enquiries, the Directors have a reasonable 
          expectation that the Company has adequate resources to continue 
          operating for the foreseeable future. For this reason they continue 
          to adopt the going concern basis in preparing the Company's 
          financial statements. 
 
          AVAILABLE FOR SALE INVESTMENTS 
 
          Investments are initially measured at fair value plus incidental 
          acquisition costs. Subsequently, they are measured at fair value 
          in accordance with IAS 39. In respect of quoted investments, 
          this is either the bid price at the period end date or the last 
          traded price, depending on the convention of the exchange on 
          which the investment is quoted, with no deduction for any estimated 
          future selling cost. Unquoted investments are valued by the 
          Directors using primary valuation techniques such as recent 
          transactions, last price or net asset value. 
 
          Investments are recognised as available-for-sale financial assets. 
          Gains and losses on measurement are recognised in other comprehensive 
          income except for impairment losses and foreign exchange gains 
          and losses on monetary items denominated in a foreign currency, 
  2       which are recognised directly in profit or loss. Where the investment 
          is disposed of or is determined to be impaired the cumulative 
          gain or loss previously recognised in other comprehensive income 
          is reclassified to profit or loss. 
 
          Investments are assessed for indicators of impairment at each 
          balance sheet date. Investments are impaired where there is 
          objective evidence that, as a result of one or more events that 
          occurred after the initial recognition of the investment, the 
          estimated future cash flows of the investment have been affected. 
 
          For quoted and unquoted investments classified as available 
          for sale, a significant or prolonged decline in the fair value 
          of the security below its cost is considered to be objective 
          evidence of impairment. 
 
          PRINCIPAL ACCOUNTING POLICIES (continued) 
 
           STATEMENT OF COMPLIANCE 
 
           The financial statements comply with International Financial 
           Reporting Standards as adopted by the European Union. At the 
           date of realisation of these financial statements, the following 
           Standards and Interpretations affecting the Company, which have 
           not been applied in these financial statements, were in issue, 
           but not yet effective (and in some cases had not been adopted 
           by the EU): 
                                                                           Effective for 
                                                                            accounting periods 
                                                                            beginning on 
                                                                            or after: 
            IFRS 2,8,16,24,36   Amendments resulting from Annual           1 July 2014 
                                 Improvements 2010-2012 Cycle 
            IFRS 3,13,          Amendments resulting from Annual           1 July 2014 
             IAS 40              Improvements 2011-2013 
            IFRS 7              Deferral of mandatory effective date       1 January 2015 
                                 of IFRS 7 and amendments to transition 
                                 disclosures 
            IFRS 9              Deferral of mandatory effective date       1 January 2015 
                                 of IFRS 9 and amendments to transition 
                                 disclosures 
            IFRS 10             Consolidated Financial Statements          1 January 2014 
                                 - Amendments for investment entities 
            IFRS 11             Joint arrangements                         1 January 2014 
            IFRS 12             Disclosure of Interest in Other Entities   1 January 2014 
                                 - Amendments for investment entities 
            IAS 19              Employee Benefits - Amended to clarify     1 July 2014 
                                 the requirements that relate to how 
                                 contribution from employees or third 
                                 parties that are linked to service 
                                 should be attributed to periods of 
                                 service 
            IAS 27              Amendments for investment entities         1 January 2014 
            IAS 28              Investment in associates                   1 January 2014 
            IAS 32              Financial Instruments: Presentation        1 January 2014 
                                 - Amendments to application guidance 
                                 on the offsetting of financial assets 
                                 and financial liabilities 
            IAS 36              Impairment of assets                       1 January 2014 
            IAS 38              Amendments resulting from Annual           1 July 2014 
                                 Improvements 2010-2012 Cycle 
            IAS 39              Financial Instruments: Recognition         1 January 2014 
                                 and Measurement - Amendments for 
                                 novation of derivatives 
            IFRIC 21            Levies                                     1 January 2014 
            The Directors anticipate that the adoption of the above Standards 
             and Interpretations in future periods will have little or no 
             impact on the financial statements of the Company when the relevant 
             Standards come into effect for periods commencing on or after 
             1 January 2014. 
        KEY ESTIMATES AND ASSUMPTIONS 
 
         Estimates and assumptions used in preparing the financial statements 
         are reviewed on an ongoing basis and are based on historical 
         experience and various other factors that are believed to be 
         reasonable under the circumstances. The results of these estimates 
         and assumptions form the basis of making judgements about carrying 
         values of assets and liabilities that are not readily apparent 
         from other sources. 
 
        TAXATION 
 
         Current income tax assets and/or liabilities comprise those 
         obligations to, or claims from, fiscal authorities relating 
         to the current or prior reporting period, that are unpaid at 
         the balance sheet date. They are calculated according to the 
         tax rates and tax laws applicable to the fiscal periods to which 
         they relate, based on the taxable result for the year. All changes 
         to current tax assets or liabilities are recognised as a component 
         of tax expense in the income statement. 
 
         Deferred income taxes are calculated using the liability method 
         on temporary differences. This involves the comparison of the 
         carrying amounts of assets and liabilities in the consolidated 
         financial statements with their respective tax bases. However, 
         deferred tax is not provided on the initial recognition of goodwill, 
         nor on the initial recognition of an asset or liability, unless 
         the related transaction is a business combination or affects 
         tax or accounting profit. In addition, tax losses available 
         to be carried forward as well as other income tax credits to 
         the Company are assessed for recognition as deferred tax assets. 
 
         Deferred tax liabilities are always provided for in full. Deferred 
         tax assets are recognised to the extent that it is probable 
         that they will be able to be offset against future taxable income. 
         Deferred tax assets and liabilities are calculated, without 
         discounting, at tax rates that are expected to apply to their 
         respective period of realisation, provided they are enacted 
         or substantively enacted at the balance sheet date. 
 
         Most changes in deferred tax assets or liabilities are recognised 
         as a component of tax expense in the income statement. Only 
         changes in deferred tax assets or liabilities that relate to 
         a change in value of assets or liabilities that is charged directly 
         to equity are charged or credited directly to equity. 
        FINANCIAL ASSETS 
 
         Financial assets are recognised in the Company's balance sheet 
         when the Company becomes a party to the contractual provisions 
         of the instrument. 
 
         The Company's financial assets are classified into the following 
         specific categories: 'available for sale investments', and 'loans 
         and receivables'. The classification depends on the nature and 
         purpose of the financial assets and is determined at the time 
         of initial recognition. 
 
         All Trade receivables, loans, and other receivables that have 
         fixed or determinable payments that are not quoted in an active 
         market are classified as 'loans and receivables'. Loans and 
         receivables are measured at amortised cost using the effective 
         interest method, less any impairment. Interest income is recognised 
         by applying the effective interest rate, except for short-term 
         receivables when the recognition of interest would be immaterial. 
 
         CASH AND CASH EQUIVALENTS 
 
         Cash and cash equivalents comprise cash on hand and demand deposits, 
         together with other short-term, highly liquid investments that 
         are readily convertible into known amounts of cash and which 
         are subject to an insignificant risk of changes in value. 
 
        EQUITY 
 
         An equity instrument is any contract that evidences a residual 
         interest in the assets of the company after deducting all of 
         its liabilities. Equity instruments issued by the Company are 
         recorded at the proceeds received net of direct issue costs. 
 
         The share premium account represents premiums received on the 
         initial issuing of the share capital. Any transaction costs 
         associated with the issuing of shares are deducted from share 
         premium, net of any related income tax benefits. 
 
         The loan note reserve represents the value of the equity component 
         of the nominal value of the loan notes issued. 
 
         The capital reserve represents amounts arising in connection 
         with reverse acquisitions. 
         Retained earnings include all current and prior period results 
         as disclosed in the statement of comprehensive income together 
         with the cumulative amount of share based expenses transferred 
         to equity. 
 
          FINANCIAL LIABILITIES 
 
          Financial liabilities are recognised in the Company's balance 
          sheet when the Company becomes a party to the contractual provisions 
          of the instrument. All interest related charges are recognised 
          as an expense in finance cost in the income statement using 
          the effective interest rate method. 
 
          The Company's financial liabilities comprise trade and other 
          payables. 
 
          Trade payables are recognised initially at their fair value 
          and subsequently measured at amortised cost less settlement 
          payments. 
 
          SHARE BASED PAYMENTS 
 
          Where share options are awarded to employees, the fair value 
          of the options at the date of grant is charged to the statement 
          of comprehensive income over the vesting period. Non-market 
          vesting conditions are taken into account by adjusting the number 
          of equity instruments expected to vest at each reporting date 
          so that, ultimately, the cumulative amount recognized over the 
          vesting period is based on the number of options that eventually 
          vest. As long as all other vesting conditions are satisfied, 
          a charge is made irrespective of whether the market vesting 
          conditions are satisfied. The cumulative expense is not adjusted 
          for failure to achieve a market vesting condition. 
 
          Where warrants or options are issued for services provided to 
          the Company, the fair value of the service is charged to the 
          statement of comprehensive income or against share premium where 
          the warrants or options were issued in exchange for services 
          in connection with share issues. Where the fair value of the 
          services cannot be reliably measured, the service is valued 
          using Black Scholes valuation methodology taking into consideration 
          the market and non-market conditions described above. 
 
          Where the share options are cancelled before they vest, the 
          remaining unvested fair value is immediately charged to the 
          statement of comprehensive income. 
        FOREIGN CURRENCIES 
 
         The Directors consider Sterling to be the currency that most 
         faithfully represents the economic effects of the underlying 
         transactions, events and conditions. The financial statements 
         are presented in Sterling, which is the Company's functional 
         and presentation currency. 
 
         Foreign currency transactions are translated into Sterling using 
         the exchange rates prevailing at the date of the transactions. 
         Foreign currency exchange gains and losses resulting from the 
         settlement of such transactions and from the translation of 
         monetary assets and liabilities denominated in foreign currencies 
         at year end exchange rates are recognised in the income statement. 
         Non-monetary items that are measured at historical costs in 
         a foreign currency are translated at the exchange rate at the 
         date of the transaction. Non-monetary items that are measured 
         at fair value in a foreign currency are translated into the 
         functional currency using the exchange rates at the date when 
         the fair value was determined. 
 
         SEGMENTAL REPORTING 
 
         A segment is a distinguishable component of the Company's activities 
         from which it may earn revenues and incur expenses, whose operating 
         results are regularly reviewed by the Company's chief operating 
         decision maker to make decisions about the allocation of resources 
         and assessment of performance and about which discrete financial 
         information is available. 
 
         As the chief operating decision maker reviews financial information 
         for and makes decisions about the Company's investment activities 
         as a whole, the directors have identified a single operating 
         segment, that of holding and trading in investments in natural 
         resources, minerals, metals, and oil and gas projects. The directors 
         consider that it would not be appropriate to disclose any geographical 
         analysis of the Company's investments. 
 
         No segmental analysis was provided in the financial statements 
         given there was no revenue generated in the period for the continuing 
         activities. 
 3        CRITICAL ACCOUNTING JUDGEMENTS AND ESTIMATIONS 
                     In the application of the Company's accounting policies, which 
                      are described in note 2, the Directors are required to make 
                      judgements, estimates and assumptions about the carrying amounts 
                      of assets and liabilities that are not readily apparent from 
                      other sources. The estimates and associated assumptions are 
                      based on historical experience and other factors that are considered 
                      to be relevant. Actual results may differ from these estimates. 
 
                      The estimates and underlying assumptions are reviewed on an 
                      on-going basis. Revisions to accounting estimates are recognised 
                      in the period. Judgements and estimates that may affect future 
                      periods are as follows: 
 
                      GOING CONCERN 
 
                      The Company's activities generated other gains of GBP584,000 
                      (2013: Loss of GBP1,567,000), which after administrative expenses 
                      resulted in a net profit of GBP291,000(2013: loss of GBP2,058,000). 
                      The cash balance was GBP131,000 as at 31 March 2014 and as disclosed 
                      in Note 21, on 25 July 2014 the Company raised gross proceeds 
                      of GBP100,000 by way of an equity placing. However, the Company's 
                      operational existence is still dependent on the ability to raise 
                      further adequate resources. 
 
                      After making enquiries, the Directors have formed a judgement 
                      that there is a reasonable expectation that the Company can 
                      secure further adequate resources to continue in operational 
                      existence for the foreseeable future and that adequate arrangements 
                      will be in place to enable the settlement of their financial 
                      commitments. 
 
                      For this reason, the Directors continue to adopt the going concern 
                      basis in preparing the financial statements. Whilst there are 
                      inherent uncertainties in relation to future events, and therefore 
                      no certainty over the outcome of the matters described, the 
                      Directors consider that, based upon financial projections and 
                      dependent on the success of their efforts to complete these 
                      activities, the Company will be a going concern for the next 
                      twelve months. If it is not possible for the Directors to realise 
                      their plans, over which there is significant uncertainty, the 
                      carrying value of the assets of the company is likely to be 
                      impaired. 
 
                      FAIR VALUE OF FINANCIAL INSTRUMENTS 
 
                      The Company holds investments that have been designated as available 
                      for sale on initial recognition. Where practicable the Company 
                      determines the fair value of these financial instruments that 
                      are not quoted (Level 3), using the most recent bid price at 
                      which a transaction has been carried out. These techniques are 
                      significantly affected by certain key assumptions, such as market 
                      liquidity. Other valuation methodologies such as discounted 
                      cash flow analysis assess estimates of future cash flows and 
                      it is important to recognise that in that regard, the derived 
                      fair value estimates cannot always be substantiated by comparison 
                      with independent markets and, in many cases, may not be capable 
                      of being realised immediately. 
 4         OPERATING LOSS 
                                                                                    2014         2013 
                                                                                 GBP'000      GBP'000 
          -----------------------------------------------------------------  -----------  ----------- 
           Loss from continuing operations is arrived 
            at after charging: 
           Directors' remuneration                                                    22          137 
           Employee salaries and other benefits                                        -            - 
           Auditors' remuneration: 
           fees payable to the principal auditor for 
            the audit of the Company's annual financial 
            statements                                                                12           16 
           fees payables to the Company's auditor and 
            its associates for other services - tax services                           2            2 
          -----------------------------------------------------------------  -----------  ----------- 
 
 
 
 5     OTHER GAINS AND LOSSES 
                                                     2014         2013 
                                                  GBP'000      GBP'000 
      -----------------------------------------  --------  ----------- 
 Net credit arising from CVA                          230            - 
 Impairment of investments                              -      (1,536) 
 Provision for intercompany debtor                      -         (31) 
 Net gain on transfer of undertaking and 
  assignment of loan                                  356            - 
 Loss on disposal of fixed assets                     (2)            - 
                                                      584      (1,567) 
 ----------------------------------------------  --------  ----------- 
 
 

On 16 October 2013, the Company agreed at the meeting of creditors the proposals under a Company Voluntary Arrangement (the "CVA") for a final settlement of GBP5,000. This resulted in a gain of GBP230,000 which has been included in other gains and losses for the period.

On the same date, at the Company's annual general meeting, the resolution to approve the proposals under the CVA as above, as well as the planned disposal of Plain Healthcare Limited for GBP1 was passed.

On the same date the GBP350,000 convertible loan notes held by Drury Lane Limited were transferred to Plain Healthcare Limited at the time of the disposal.

The costs of the transfer of the undertakings include a GBP50,000 novation fee for the GBP350,000 Convertible loan notes owing to Drury Lane Limited.

 
 6    EMPLOYEE REMUNERATION 
      The expense recognised for employee benefits for continuing 
       operations is analysed below: 
                                                        2014       2013 
                                                     GBP'000    GBP'000 
     --------------------------------------------  ---------  --------- 
 
  Wages and salaries (including directors)                20        128 
      Share based payment expense                         21          - 
  Social security costs                                    2          9 
                                                          43        137 
 ------------------------------------------------  ---------  --------- 
  Details of Directors' employee benefits expense are included 
   in the Report on Remuneration on page 8. 
 
   Only the directors are deemed to be key management. The 
   average number of employees in the Company was 2 (2013: 
   2). 
 
 
 7    INCOME TAX EXPENSE 
                                                                  2014     2013 
                                                               GBP'000  GBP'000 
     -------------------------------------------------------  --------  ------- 
     Current tax - continuing operations                             -        - 
     -------------------------------------------------------  --------  ------- 
      The tax on the Company's profit before tax differs from the 
       theoretical amount that would arise using the weighted average 
       rate applicable to profits of the Company as follows: 
                                                                  2014     2013 
                                                               GBP'000  GBP'000 
     -------------------------------------------------------  --------  ------- 
 Profit/(Loss) before tax from continuing 
  operations                                                       291  (2,058) 
 -----------------------------------------------------------  --------  ------- 
 Loss before tax multiplied by rate of corporation 
  tax in the UK of 20% (2013: 20%)                                  58    (412) 
 Expenses not deductible for tax purposes                            4        - 
 Tax losses utilised                                              (62)        - 
 Unrelieved tax losses carried forward                               -      412 
 Total tax                                                           -        - 
 -----------------------------------------------------------  --------  ------- 
  Estimated unrelieved tax losses of GBP1,559,000 (2013: GBP1,854,000) 
   remain available to offset against future taxable profits. 
   No deferred tax asset has been recognised in respect of the 
   losses as recoverability is uncertain. 
 
 
  8    EARNINGS PER SHARE 
       The basic and diluted earnings per share is calculated 
        by dividing the loss attributable to owners of the Company 
        by the weighted average number of ordinary shares in issue 
        during the year. 
                                                 2014          2013 
                                                 GBP'000      GBP'000 
      ----------------------------------------  -----------  ---------- 
       Profit/ (loss) attributable to owners 
        of the Company 
  - Continuing operations                        291          (2,058) 
 ---------------------------------------------  -----------  ---------- 
       - Discontinued operations                 -            - 
      ----------------------------------------  -----------  ---------- 
                                                 291          (2,058) 
 ---------------------------------------------  -----------  ---------- 
 
                                                 2014         2013 
      ----------------------------------------  -----------  ---------- 
       Weighted average number of shares 
        for calculating: 
  Basic earnings per share                       15,067,585   6,438,064 
  Fully diluted earnings per share               15,485,393   6,438,064 
 ---------------------------------------------  -----------  ---------- 
 
 
                                                 2014         2013 
                                                 Pence        pence 
      ----------------------------------------  -----------  ---------- 
       Earnings per share: 
  - Basic (pence per share)                      1.93         (31.96) 
  - Diluted (pence per share                     1.87         (31.96) 
 ---------------------------------------------  -----------  ---------- 
 
 
 9    AVAILABLE FOR SALE INVESTMENTS 
   2014                                                     2013 
                                                GBP'000    GBP'000 
     ----------------------------------------  ---------  -------- 
      Cost and net book value 
  At 1 April                                -              1,536 
      Acquisitions                              10         - 
  Impairment of investment in subsidiary 
   undertaking                              -              (1,536) 
  Disposals                                 -              - 
 ----------------------------------------  -------------  -------- 
  Market value of investments as 
   at 31 March                              10             - 
 ----------------------------------------  -------------  -------- 
  Categorised as: 
   Level 1 Investments                      -              - 
  Level 3 Investments                       10             - 
 ----------------------------------------  -------------  -------- 
 

As discussed above in Note 5, following passing of the relevant resolution on 16 October 2013, at the Company's annual general meeting the Company disposed of all of its subsidiary undertakings, Plain Healthcare Limited, Avia Health Informatics Inc. and Avia Investments Limited for GBP1 each. Avia Health Informatics Inc. and Avia Investments Limited were subsequently dissolved.

The table above sets out the fair value measurements using the IFRS 7 fair value hierarchy. Categorisationwithin the hierarchy has been determined on the basis of the lowest level of input that is significant to the fair value measurement of the relevant asset as follows:

Level 1 - valued using quoted prices in active markets for identical assets.

Level 2 - valued by reference to valuation techniques using observable inputs other than quoted prices included within Level 1.

Level 3 - valued by reference to valuation techniques using inputs that are not based on observable market data.

There were no transfers between Level 1, Level 2 and Level 3 in either 2014 or 2013.

Level 3 valuation techniques used by the Company are explained in more detail in Note 3.

 
   10      PROPERTY, PLANT & EQUIPMENT 
                                                                      Plant 
                                                                       & equipment 
                                                                     GBP'000 
          ----------------------------------  --------------------  -------------- 
           Cost 
  At 1 April 2013 and 1 April 2012                                   9 
  Additions                                                          2 
  Disposals                                                           (9) 
                                                                    -------------- 
  At 31(st) March 2014                                               2 
                                                                    -------------- 
           Depreciation 
  At 1 April 2013 and 1 April 2012                                   7 
           Charge for the year                                       - 
  Disposals                                                          (7) 
                                                                    -------------- 
           At 31(st) March 2014                                      - 
                                                                    -------------- 
  NET BOOK VALUE at 31(st) March 
   2014                                                              2 
                                                                    ============== 
  NET BOOK VALUE at 31(st) March 
   2013                                                              2 
                                                                    ============== 
 
 
 
 11    TRADE AND OTHER RECEIVABLES 
                                          2014     2013 
                                       GBP'000  GBP'000 
      -------------------------------  -------  ------- 
 Other debtors                               7        - 
 Prepayments and accrued income              5        4 
 ------------------------------------  -------  ------- 
                                            12        4 
 ------------------------------------  -------  ------- 
 

No receivables were past due or provided for at the year-end or at the previous year-end.

The fair value of trade and other receivables is considered by the Directors not to be materially different to carrying amounts.

The other debtors includes a balance owed by the CEO, Tim Harper relating to monies advanced against ordinary business expenses.

 
 12    CASH AND CASH EQUIVALENTS 
                                  2014  2013 
                                   GBP   GBP 
      --------------------------  ----  ---- 
 Cash and cash equivalents         131     2 
 -------------------------------  ----  ---- 
 

The fair value of cash and cash equivalents is considered by the Directors not to be materially different to carrying amounts.

 
 13    TRADE AND OTHER PAYABLES 
                                     2014  2013 
                                      GBP   GBP 
      -----------------------------  ----  ---- 
 Trade and other payables              45   150 
 Accruals and deferred income          36   122 
 Short term borrowings                  -   350 
                                       81   622 
 ----------------------------------  ----  ---- 
 

The above short term borrowings relate to GBP350,000 of convertible loan notes that were issued on 3 September 2012.

On 16 October 2013 the Company and Drury Lane Limited ("Drury Lane") entered into a deed of novation providing for the release of the Company's obligation to repay the sum of GBP350,000 to Drury which was completed following payment of a novation fee of GBP50,000 by the Company.

The fair value of trade and other payables is considered by the Directors not to be materially different to carrying amounts.

 
 14    CALLED UP SHARE 
        CAPITAL 
                               Number of    Number of                                Share 
                                deferred     ordinary   Total Number      Value    Premium 
                                  shares       shares      of shares    GBP'000    GBP'000 
      ----------------------  ----------  -----------  -------------  ---------  --------- 
  Issued and fully 
   paid 
   Deferred (29.5p)              312,507                     312,507         92 
  Ordinary (0.5p 
   each)                                    6,399,023      6,399,023         32 
 ---------------------------  ----------  -----------  -------------  ---------  --------- 
  At 1 April 2012                312,507    6,399,023      6,711,530        124      2,070 
  Shares issued 
   in year                             -      125,000        125,000          1          5 
 ---------------------------  ----------  -----------  -------------  ---------  --------- 
  At 31 March 2013               312,507    6,524,023      6,836,530        125      2,075 
  Shares issued 
   in year (see 
   note below)                         -   19,625,000     19,625,000         98        295 
  Share issue expenses                                                                (17) 
 ---------------------------  ----------  -----------  -------------  ---------  --------- 
  At 31 March 2014               312,507   26,149,023     26,461,530        223      2,353 
 ---------------------------  ----------  -----------  -------------  ---------  --------- 
 
    On 22 October 2013 the Company issued 16,300,000 ordinary 
    shares of 0.5p for a price of 2.0p each as a result of 
    a placing, raising GBP326,000 before expenses. 
 
    On 22 October 2013 the Company issued 625,000 ordinary 
    shares of 0.5p at a price of 2.0p to Peterhouse Corporate 
    Finance Limited in lieu of fees. 
 
    On 30 October 2013 the Company issued 2,700,000 ordinary 
    shares of 0.5p for a price of 2.0p each as a result of 
    a placing, raising GBP54,000 before expenses. 
 
    WARRANTS 
    On 21 October 2013 the Company issued warrants to subscribe 
    for 3% of the Company's current issued share capital to 
    Peterhouse Corporate Finance pursuant to the share placing 
    of 16,300,000 new ordinary shares, on the same date. 
 
 
15  SHARE OPTIONS AND WARRANTS 
    EQUITY-SETTLED SHARE OPTION SCHEMES 
 
     The Company has granted options to certain employees. Options 
     are exercisable at a price equal to the average quoted 
     market price of the Company's shares on the date of grant. 
     If the options remain unexercised after a period of between 
     3 and 10 years from the date of grant the options expire. 
     Options are forfeited if the employee leaves the Company 
     before the options vest. 
 
     On 29 January 2014 the Company granted options over 2,750,000 
     shares to Tim Harper (1,750,000), Tim Baldwin (710,000) 
     and Rod Venables (290,000). The options are exercisable 
     at any time until 28 January 2024 at 3.68p per share. 
    The estimated fair value of the options granted was calculated 
     by applying the Black-Scholes option pricing model. The 
     assumptions used in the calculation were as follows: 
 
 
 Share price at date of grant    3.68pence 
  Exercise price                  3.68pence 
  Expected volatility             50% 
  Expected dividend               Nil 
  Vesting criteria                Exercisable 3 years from date of grant 
  Contractual life                10 years 
  Risk free rate                  3% 
  Estimated fair value of each    2.33 pence 
  option 
 
 
 Options:                                        2014                       2013 
                                            Weighted average               Weighted average 
                                              exercise price                 exercise price 
                                    Number           (pence)     Number             (pence) 
 -----------------------------  ----------  ----------------  ---------  ------------------ 
 Outstanding at 1                        -                 -          -                   - 
  April 
 Granted                         2,750,000              3.68          -                   - 
 Lapsed                                  -                 -          -                   - 
 Outstanding at 31 
  March                          2,750,000              3.68          -                   - 
 -----------------------------  ----------  ----------------  ---------  ------------------ 
 
 

The 710,000 options granted to Tim Baldwin have since been cancelled following his resignation from the Company on 4 September 2014.

The options outstanding at 31 March 2014 had a weighted average exercise price of 3.68p and a weighted average remaining contractual life of 9.8 years.

The charge in the income statement in respect of options in 2014 was GBP21,342 (2013: GBPnil).

 
           WARRANTS 
            Warrants issued in the period have been listed above in Note 14. 
           The estimated fair value of the warrants granted in relation to the charge 
            in the period for the Warrants issued on 21 October 2013 was calculated 
            by applying the Black-Scholes option pricing model. 
 
            There was no share based payment charge recognised in the warrant reserve 
            for the year ended 31 March 2014 in respect of the warrants granted. 
 
 
  16    RISK MANAGEMENT OBJECTIVES AND POLICIES 
        FINANCIAL RISK MANAGEMENT OBJECTIVES 
 
         The Company is exposed to a variety of financial risks 
         which result from both its operating and investing activities. 
         The Company's risk management is coordinated by the board 
         of directors, and focuses on actively securing the Company's 
         short to medium term cash flows by minimising the exposure 
         to financial markets. 
 
         Management review the Company's exposure to currency 
         risk, interest rate risk, liquidity risk on a regular 
         basis and consider that through this review they manage 
         the exposure of the Company on a near term needs basis. 
 
         There is no material difference between the book value 
         and fair value of the Company's cash. 
                 CAPITAL RISK MANAGEMENT 
 
                  The Company's objectives when managing capital are: 
 
                   *    to safeguard the Company's ability to continue as a 
                        going concern, so that it continues to provide 
                        returns and benefits for shareholders; 
 
 
                   *    to support the Company's growth; and 
 
 
                   *    to provide capital for the purpose of strengthening 
                        the Company's risk management capability. 
 
 
 
                  The Company actively and regularly reviews and manages its 
                  capital structure to ensure an optimal capital structure 
                  and equity holder returns, taking into consideration the 
                  future capital requirements of the Company and capital efficiency, 
                  prevailing and projected profitability, projected operating 
                  cash flows, projected capital expenditures and projected 
                  strategic investment opportunities. Management regards total 
                  equity as capital and reserves, for capital management purposes. 
 
 
 
 INTEREST RATE RISK 
 
  The Company and Company manage the interest rate risk associated 
  with the Company cash assets by ensuring that interest 
  rates are as favourable as possible, whilst managing the 
  access the Company requires to the funds for working capital 
  purposes. 
 
  Interest rates are based on respective LIBOR and other 
  bank prime interest rates. 
 
  The Company's cash and cash equivalents are subject to 
  interest rate exposure due to changes in interest rates. 
  Short-term receivables and payables are not exposed to 
  interest rate risk. 
 CREDIT RISK 
 
  The Company's financial instruments, which are exposed 
  to credit risk, are considered to be mainly cash and cash 
  equivalents. The credit risk for cash and cash equivalents 
  is not considered material since the counterparties are 
  reputable banks. 
 
  The Company's exposure to credit risk is limited to the 
  carrying amount of the financial assets recognised at the 
  balance sheet date, as summarised below: 
----------------------------------------------------------------------- 
                                            2014           2013 
                                             GBP'000        GBP'000 
-----------------------------------------  -------------  ------------- 
 
 Cash and cash equivalents                  131            2 
-----------------------------------------  -------------  ------------- 
                                            131            2 
-----------------------------------------  -------------  ------------- 
 
   LIQUIDITY RISK 
 
   Liquidity risk is managed by means of ensuring sufficient 
   cash and cash equivalents are held to meet the Company's 
   payment obligations arising from administrative expenses. 
   The cash and cash equivalents are invested such that the 
   maximum available interest rate is achieved with minimal 
   risk. 
 
 
 17       FINANCIAL INSTRUMENTS 
          FINANCIAL ASSETS BY CATEGORY 
 
           The IAS 39 categories of financial assets included in 
           the Statement of financial position and the headings in 
           which they are included are as follows: 
                                                 2014       2013 
                                                  GBP'000    GBP'000 
         -------------------------------------  ---------  ------------- 
          Financial Assets: 
           Available for sale investments          10         - 
  Loans and receivables                          7          4 
  Cash and cash equivalents                      131        2 
 ---------------------------------------------  ---------  ------------- 
                                                 148        6 
 ---------------------------------------------  ---------  ------------- 
 
          FINANCIAL LIABILTIES BY CATEGORY 
           The IAS 39 categories of financial liabilities included 
           in the Statement of financial position and the headings 
           in which they are included are as follows: 
                                                2014        2013 
                                                 GBP'000     GBP'000 
         ------------------------------------  ----------  ------------- 
  Financial liabilities at amortised 
   cost: 
   Trade and other payables                       45          272 
  Short term borrowings                         -           350 
 --------------------------------------------  ----------  ------------- 
                                                45          622 
 --------------------------------------------  ----------  ------------- 
 
 
 
 18   RESERVES 
      OTHER RESERVES 
 
       The merger reserve arose under section 612 of the Companies' 
       Act 2006 on the shares issued by the Company to acquire 
       Plain Healthcare Limited. 
 
       It has been transferred to Retained Earnings following 
       the disposal of Plain Healthcare Limited on 16 October 
       2013 for GBP1. 
 
 
 19   Contingent LIABILITIES 
      There were no material commitments or contingent liabilities 
       as at 31 March 2014 (2013: nil). 
 
 
 20   RELATED PARTY TRANSACTIONS 
      The remuneration of the Directors, who are key management 
       personnel of the Company, is set out in the report on 
       directors remuneration. 
 
       There were no other related party transactions during 
       the period. 
 
       The Directors do not consider there to be one single 
       ultimate controlling party. 
 
 
 21   EVENTS AFTER THE REPORTING PERIOD 
      On 25(th) July 2014 the Company conditionally raised 
       GBP100,000 (gross) through a placing of 6,666,667 new 
       ordinary shares of 0.5p each in the Company ("New Ordinary 
       Shares") at 1.5p per share. 
 
       On 29(th) August 2014 the Company acquired a 24% interest 
       in G Heat Limited following the acquisition of the entire 
       share capital of THE Investments Limited, a private company 
       owned and controlled by Tim Harper. The Company also 
       agreed to invest up to GBP204,000 in G Heat Limited by 
       way of convertible unsecured loan notes. 
 

This information is provided by RNS

The company news service from the London Stock Exchange

END

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