Limitless Earth Plc - Final Result and Notice of AGM

31 July 2017

LIMITLESS EARTH PLC
("Limitless" or the "Company")

Final Results and Notice of AGM

The Company announces its final results for the year to 31 January 2017, a copy of which, together with notice of its Annual General Meeting (“AGM”), has today been sent to all shareholders.

The Company’s AGM has been convened at 11.00 a.m. at 30 Percy Street, London W1T 2DB on 12th September 2017.

For further information, please contact:

Limitless Earth plc                                            [phone]     
Guido Contesso                                                   www.limitlessearthplc.com     

Cairn Financial Advisers LLP                       [phone]            
Nominated Adviser                                             www.cairnfin.com                              
Jo Turner/Tony Rawlinson                                        

Peterhouse Corporate Finance Limited      [phone]               
Broker                                                                    www.pcorpfin.com              
Peter Greensmith/Charles Goodfellow          

Chairman’s statement

Our focus is on identifying opportunities built on a strategy of demographic trend investing, where the changing patterns of consumer behaviour and population are key drivers of growth, and to target investments which show the potential to generate returns through capital appreciation. 

Within the broader field of demographic trend investing, the board is initially concentrating on cleantech, life sciences and technology as core sectors.  The board is acutely aware of the importance of making the right investment in the right sector at the right time. Accordingly, the board rejects most of the investment opportunities presented to it and considers it a strength of the board to be able to source a broad range of attractive opportunities and chose only the best of these.  To date we have made five investments into four companies in these sectors and the nature of our investment has varied from equity through to convertible loans.  The company is well funded with cash and cash equivalents at the reporting date of £1,141,584 which supports it being selective. 

During the period under review, we made one investment into nano technology and made a net loss on operations of £142,108 (2016: 175,299).   More recently, we are very pleased to have made a further investment in Saxa Gres S.p.A and to have converted our investment in V-Nova.  Saxa Gres is a specialist waste recycling industrial business that produces high quality tiles having been acquiring in a distressed turnaround.  In respect of V-Nova, we converted our investment following V-Nova’s public announcements which include, inter alia, Eutelstat, the biggest European Satellite operator, becoming a minority shareholder in the company, Thaicom selecting the company’s technology for their UHD services and the rate of growth of its business in India.

Both these companies are gathering momentum in their fields and we look forward to watching how these investments develop.

Guido Contesso

Chief Executive Officer

Independent Auditors’ Report

to the members of Limitless Earth plc

We have audited the financial statement of Limitless Earth Plc for the year ended 31 January 2017, which comprise the Statement of Comprehensive Income, Statement of Financial Position, Statement of Cash Flows, Statement of Changes in Equity and 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 and as applied in accordance with provisions of the Companies Act 2006.

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 auditor

As more fully explained in the Directors’ Responsibilities Statement set out on page 10, 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 financial and non-financial information in the Chairman’s Statement, Strategic Report, and Report of the Directors to identify any information that is apparently materially incorrect based on, or materially inconsistent with the knowledge acquired by us in the course of performing the audit. If we become aware of any apparent material misstatements or inconsistencies we consider the implication 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 January 2017 and of the Company’s loss for the year then ended;

• have been properly prepared in accordance with IFRSs as adopted by the European Union; and

• have been prepared in accordance with the requirements of the Companies Act 2006.

Opinion on other matters prescribed by the Companies Act 2006

In our opinion, the information given in the Strategic Report, the Report of the Remuneration Committee and Director’s Report for the financial year for which the financial statements are prepared is consistent with the financial statements, and the Strategic Report and Directors Report have been prepared in accordance with the applicable legal requirements.  In light of our knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and Directors Report.

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, or returns adequate for our audit have not been received from branches not visited by us; or

• the financial statements including the Strategic report to be audited 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 (Senior Statutory Auditor)             

  For and on behalf of Welbeck Associates     

  Chartered Accountants and Statutory Auditor

  30 Percy Street

  London

  W1T 2DB

Statement of Comprehensive Income

for the year ended 31 January 2017

		Year to 31 January	Year to 31 January
		2017	2016
Continuing operations		£	£
Administrative expenses		(185,244)	(180,821)
Operating loss		(185,244)	(180,821)
Finance Income		43,136	5,522
Loss before taxation		(142,108)	(175,299)
Taxation		-	-
Loss for the financial position		(142,108)	(175,299)
Total Comprehensive loss for the year		(142,108)	(175,299)
Loss per share:
Basic and diluted loss per share		(0.22p)	(0.27p)

There are no items of other comprehensive income.

Statement of Financial Position

As at 31 January 2017

		2017	2016
		£	£
Current assets
Investments		1,296,443	1,088,341
Trade and other receivables		45,102	-
Cash and cash equivalents		1,141,584	1,530,404
		2,483,129	2,618,745
Total Assets		2,483,129	2,618,745
Current Liabilities
Trade and other payables		(81,482)	(74,990)
Net Assets		2,401,647	2,543,755
Equity
Issued Share Capital		654,000	654,000
Share Premium		2,350,630	2,350,630
Share warrant reserve		14,095	14,095
Retained Earnings		(617,078)	(474,970)
Total Equity		2,401,647	2,543,755

Statement of Changes in Equity

for the year ended 31 January 2017

	Share capital	Share premium	Share warrant reserve	Retained earnings	Total
	£	£	£	£	£
Changes in Equity for the period ended 31 January 2016
Comprehensive income
Loss for the year	-	-	-	(175,299)	(175,299)
Total Comprehensive loss for the year	-	-	-	(175,299)	(175,299)
Transactions with owners
Warrant cancellation	-	28,190	(28,190)	-	-
At 31 January 2016	654,000	2,350,630	14,095	(474,970)	2,543,755
Changes in Equity for the period ended 31 January 2017
Comprehensive income
Loss for the year	-	-	-	(142,108)	(142,108)
Total Comprehensive loss for the year	-	-	-	(142,108)	(142,108)
Transactions with owners
At 31 January 2017	654,000	2,350,630	14,095	(617,078)	2,401,647

Statement of Cash Flows

for the year ended 31 January 2017

		Year to 31 January	Year to 31 January
		2017	2016
		£	£
Cash flows from operating activities
Net cash outflow from operating activities		(223,854)	(118,331)
Cash flows from investing activities
Finance income received net		43,136	5,522
Investments		(208,102)	(1,088,341)
Net cash outflow from investing activities		(164,966)	(1,082,819)
Cash flows from financing activities
Gross proceeds from share issues		-	-
Share issue expenses		-	-
Net cash from financing activities		-	-
Net decrease in cash and cash equivalents during the year		(388,820)	(1,201,150)
Cash at the beginning of year		1,530,404	2,731,554
Cash and cash equivalents at the end of the year		1,141,584	1,530,404

Notes to the financial statements

1.GENERAL INFORMATION

Limitless Earth Plc is a company incorporated and domiciled in the United Kingdom. The Company is a public limited company, which is listed on the AIM market of the London Stock Exchange. The address of the registered office is 30 Percy Street, London, W1T 2DB.

The Investing Policy is to invest principally, but not exclusively, in sectors where changing demographic factors are important drivers of growth. The Company intends to focus initially on projects located in Europe but will also consider investments in other geographical regions. The Company may become an active investor, acquire controlling stakes or minority positions, in each case, as the Board considers appropriate and commercial.

The summary of the financial information included within this announcement have been extracted from the Company’s Report and Accounts for the financial year to 31 January 2017 and these should be read in full. References to notes and page numbers included within the extracts are likely to be wrong and must be read in context of the full accounts which can be found on the Company’s website www.limitlessearthplc.com.

The financial statements are presented in British Pounds Sterling, the currency of the primary economic environment in which the Company’s operates from.

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The principal accounting policies applied in the preparation of these financial statements are set out below. The policies have been consistently applied throughout the period, unless otherwise stated.

Basis of preparation

The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRSs) and IFRIC interpretations as adopted by the European Union applicable to companies reporting under IFRSs.  The financial statements have also been prepared under the historical cost convention.

The financial statements are presented in pounds sterling (“£”) which is also the functional currency of the Company.

The preparation of financial statements in conformity with IFRSs requires the use of certain critical accounting estimates.  It also requires management to exercise its judgement in the process of applying the Company’s accounting policies.  The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed later in these accounting policies.

Going Concern

The directors have, at the time of approving the financial statements, a reasonable expectation that the Company has adequate resources to continue in existence for the foreseeable future.  Thus they continue to adopt the going concern basis of accounting in preparing the financial statements.

3.Critical accounting judgments and estimations

The preparation of the financial statements in conformity with IFRS requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Although these estimates are based on management’s best knowledge of the amounts, events or actions, actual results ultimately may differ from these estimates.

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

In certain circumstances, where fair value cannot be readily established, the Company is required to make judgements over carrying value impairment, and evaluate the size of any impairment required.

Investment Valuation

The Company holds investments that have been designated as held for trading 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.Loss per share

(a)        Basic

Basic loss per share is calculated by dividing the loss attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the period.

	2017	2016
	£	£
Loss from continuing operations attributable to equity holders of the company	(142,108)	(175,299)
Weighted average number of ordinary shares in issue	65,400,000	65,400,000
	Pence	Pence
Basic (loss) per share from continuing operations	(0.22)	(0.27)

(b)        Diluted

Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. No share warrants outstanding at 31 January 2017 were dilutive and all such potential ordinary shares are therefore excluded from the weighted average number of Ordinary shares for the purposes of calculating diluted earnings per share. Details of warrants outstanding are given in note 15.

5.Posting of accounts and notice of AGM

The Company has today posted a copy of the Report and Accounts for the year ended 31 January 2017 to all shareholders together with a notice of the Company’s annual general meeting (“AGM”).

The AGM has been convened at 11.00 a.m. at 30 Percy Street, London W1T 2DB on 12th September 2017.

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