Limitless Earth Plc Final Result and Notice of AGM

 
TIDMLME 
 
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 GBP1,141,584 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 GBP142,108 (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       Year to 
                                                     31 January    31 January 
 
                                                           2017          2016 
 
Continuing operations                                         GBP             GBP 
 
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 
 
                                                              GBP             GBP 
 
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     Share    Share  Retained     Total 
                                capital   premium  warrant  earnings 
                                                   reserve 
 
                                      GBP         GBP        GBP         GBP         GBP 
 
Changes in Equity for the 
period ended 31 January 2016 
 
Comprehensive income 
 
Loss for the year                     -         -       -  (175,299) (175,299) 
 
Total Comprehensive loss for          -         -       -  (175,299) (175,299) 
the year 
 
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          -         -       -  (142,108) (142,108) 
the year 
 
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       Year to 
                                                      31 January    31 January 
 
                                                            2017          2016 
 
                                                               GBP             GBP 
 
Cash flows from operating activities 
 
Net cash outflow from operating                        (223,854)     (118,331) 
activities 
 
Cash flows from investing activities 
 
Finance income received net                               43,136         5,522 
 
Investments                                            (208,102)   (1,088,341) 
 
Net cash outflow from investing                        (164,966)   (1,082,819) 
activities 
 
Cash flows from financing activities 
 
Gross proceeds from share issues                               -             - 
 
Share issue expenses                                           -             - 
 
Net cash from financing activities                            -             - 
 
Net decrease in cash and cash                          (388,820)   (1,201,150) 
equivalents during the year 
 
Cash at the beginning of year                          1,530,404     2,731,554 
 
Cash and cash equivalents at the end of                1,141,584     1,530,404 
the year 
 
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 ("GBP") 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 
 
                                                                   GBP             GBP 
 
Loss from continuing operations attributable to equity     (142,108)     (175,299) 
holders of the company 
 
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. 
 
 
 
END 
 

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July 31, 2017 02:00 ET (06:00 GMT)