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PPG Plutus Powergen Plc

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Share Name Share Symbol Market Type Share ISIN Share Description
Plutus Powergen Plc LSE:PPG London Ordinary Share GB00B1GDWB47 ORD 0.01P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0.025 0.00 01:00:00
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Plutus PowerGen PLC Final Results (8798I)

05/09/2016 7:00am

UK Regulatory


Plutus Powergen (LSE:PPG)
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TIDMPPG

RNS Number : 8798I

Plutus PowerGen PLC

05 September 2016

Plutus PowerGen Plc / Ticker: PPG / Index: AIM

5 September 2016

Plutus PowerGen plc ('PPG' or 'the Company')

Final Results

Plutus PowerGen plc, the AIM listed power company focused on the development construction and operation of flexible stand-by electricity generation in the UK, announces its results for the year ended 30 April 2016.

Highlights

This year has seen the Group continuing to build upon the strong operational and financial platforms established by the Company in its first year of operations.

Financial

   --              68.9% reduction in losses after tax for the year compared with last year 
   --              78.1% reduction in loss per share compared with previous year 

-- 914% increase in revenues to GBP887,500 in the year compared with GBP87,500 last year

   --              Fees now being earned from nine management contracts of GBP150,000 p.a. each 
   --              Annualised fees projected to be in excess of GBP1.3m per annum from May 1 2016 

Operational

   --              Target of at least 200MW of electricity generating capacity by the end of 2017 

-- Portfolio of projects increased by majority owned FlexGen and SolarFlex opportunities

-- Success in the Capacity Market Auction for three 20MW sites to date, with planning of 100MW to date and further capacity at various stages of the planning process

-- MOU with UK based Green Biofuels Limited for the supply of its proprietary renewable fuel 'Green D+' for use across the Company's portfolio

-- Formal partnership with renewable energy developer Reliance Energy Limited to secure further flexible power generation facilities in the UK

   --              Continued minimum dilution business model and structure 

Chairman's Statement

This has largely been a year of consolidation for Plutus PowerGen, building upon the excellent work of the previous year.

We have made pleasing progress over the last twelve months. Having now passed earlier project milestones for all of the nine investments in companies funded by Rockpool Investments LLP (who have raised in excess of GBP33 million for these entities), our priority is to achieve planning permission (where not already obtained), build out and commission the sites.

These investments have become a valuable asset, and we expect to be able to re-value in the accounts at the end of the next financial year for those sites that are operational. This will provide a strong backbone for the Company in its new phase of seeking further sites for development. With nine management contracts awarded to date, the fee income from these enables the Company to manage our existing investments and also to expand and build out new sites, whether FlexGen or SolarFlex.

It is intended these new sites will be majority owned, with Plutus PowerGen typically holding a stake of 80%. These subsidiaries will be consolidated in our Group accounts, further strengthening our balance sheet. Now that we are able to select sites independently, we will be able to develop our plans for SolarFlex facilities and to pilot power storage technologies alongside these, further contributing to the balancing requirements that are a vital service to the National Grid.

As a board of Directors, we are looking actively at further improving our low carbon credentials. We were delighted to partner with Green Biofuels Limited for the supply of its proprietary renewable fuel, 'Green D+' for use across the Company's projects. The use of Green D+ across our portfolio means we will be a low carbon, renewable generator, further underpinning our environmental credentials and opening us to renewable investors. We are also exploring partnerships with power storage development companies to evaluate the viability of using battery, capacitor or inertial technology in conjunction with our SolarFlex facilities. Such power storage devices could potentially enhance the flexibility and thus the economics of all flexible generation sites.

A crucial part of our next phase is the ability to fund new sites. With that objective, the Company is in the process of launching a bond to be listed on ISDX to raise up to GBP4.0 million. It is planned that the proceeds from this bond will assist PPG in building out its next three to four 20MW sites, providing us with the funds for our equity share of each of these projects and giving us flexibility in the funding mix for each of these sites. We continue to negotiate with other prospective partners for funding of further sites.

Outlook

The Directors look forward to the year ahead with confidence. We anticipate that within the next twelve to eighteen months all of the 45% owned investment sites will be operational. We anticipate that we will start to make headway with PPG's 80% owned sites, which will likely be a mix of both SolarFlex and pure FlexGen sites.

I would like to thank my fellow Directors for all their hard work this year and I look forward to being able to report further strong progress in the forthcoming period.

Charles Tatnall

Executive Chairman

2 September 2016

Case study: Plymouth site

Built on the site of the former Toshiba television factory in Ernesettle, our 20MW Plymouth facility is on track to be operational in autumn 2016, in time for the winter season.

Although our sites are operated remotely and thus do not create local employment opportunities, we are keen to contribute to the communities in which our facilities are located. We therefore offered an undertaking to Plymouth City Council that we would provide up to GBP50,000 to support good causes located in the same ward as our site. So far we have contributed to projects relating to infrastructure, sport and education.

"Thank you, this is a great opportunity for the club to move forward and create more wheelchair rugby and social activities for disabled people in the Plymouth area." - Hawks Founder and Coach

"The Plutus PowerGen pledge was a great boost to our project."- Ocean City Powerchair Football Club Chairperson

"The pledges from Plymouth City Council and Plutus PowerGen definitely boosted the support for the project from the community. Work can start on installing security gates and rotavating the land, ready to allocate plots to residents. It actually feels real now!" - Neighbourhood Warden, Four Greens Ernesettle Community Allotment

Chief Executive's Review

In the last year we have made significant strides to prove the attractiveness of our business model and demonstrate our ability to execute our strategy.

Overview

We have had a positive year, and have made solid progress towards achieving our ambition of operating 200MW of capacity on stream by Triad season 2017/18.

In summary, we have 100MW of capacity with planning permission secured, 120MW awaiting a decision or about to enter the planning process, and we retain more than 500MW of potential capacity in our pipeline. We secured three 15-year Capacity Market contracts covering 60MW, and expect our first facility to go live in time to participate in this year's Triad season. One further key development is that we secured a source of green fuel, based on HVO (hydrogenated vegetable oil). This fuel attracts ROCs (Renewable Obligation Certificates) per MWh, under the Government scheme for promoting renewable generation.

Strategic initiatives

Aside from our priority of making our existing sites operational and developing a number of directly owned sites, a key pillar of our strategy is to establish SolarFlex facilities, where our generators are co-located - and share grid connections - with solar farms. Our partnership with Reliance Energy Limited and advanced talks with several operators of solar farms demonstrate both the technical feasibility of the strategy and the existence of willing counterparties. A compelling characteristic of SolarFlex facilities is that PPG's generators use the connection when not required by the solar farm, hence the technologies are highly complementary and allow more efficient utilisation of connections. By providing an additional return to the solar farm through the strategic cooperation, PPG is helping to accelerate the development of solar farms without subsidy. This SolarFlex model gives us a rich seam of sites in the pipeline where connection to the Grid already exists.

In addition, these partnerships will enable PPG to pilot the installation of storage assets on these sites to evaluate the real-life performance and commercial viability of mixing firm, exhaustible and intermittent technologies on a single connection. Assessment of these assets' real-world performance should allow PPG and its partners to attract mainstream investment thereby allowing SolarFlex sites to become an attractive reliable alternative to fossil fuel-based power stations.

Market context

In April of this year, we responded to a Department of Environment and Climate Change ("DECC") consultation on reforms to the Capacity Market, in which it confirmed that The Office of Gas and Electricity Markets ("Ofgem") had been asked to review network charging rules and their impact on embedded generation. DECC suggested that current charging arrangements could be providing undue reward to distribution-connected generators. The regulator is scheduled to report back soon with a proposed way forward. Separately, National Grid is undertaking its own review into embedded benefits, and the Department for Environment, Food and Rural Affairs ("Defra") is reviewing emissions as part of the UK's adoption of the Medium Combustion Plant Directive (MCPD).

As previously outlined, distribution connected generation is rewarded through embedded benefits, especially where it is predictable and controllable, because it contributes directly to reducing consumer bills (principally by reducing 'pass through' costs) by:

   --              reducing costs of using the wider system and its reinforcement or replacement, 

-- strengthening the operation of the local system, which is increasingly under strain from the rise in mass intermittent exports; and

   --              creating local operational efficiencies. 

We believe that current charging methodologies understate these benefits. A piecemeal approach to change would not only adversely impact the viability of existing embedded generators but also reduce investor confidence at a time when margins are at historically very low levels and security of supply has become politicised. The consequence of reduced investor willingness to invest in energy in the UK will act to drive up the cost of the capital with a resultant impact on consumer bills.

Beneath all of the noise and questions surrounding the reviews is an incontrovertible fact: the need for flexible stand-by electricity generation is as vital as ever as the UK's power generation mix shifts inexorably towards a greater proportion of distribution connected renewable energy sources which represents a fundamental shift away from the traditional centralised despatch model operated in the UK.

The Directors believe that, in these new models of energy supply in the UK, non-intermittent sources of back-up power, of the type being developed by PPG, have a vital role to play now and in the future.

Performance

The year under review has been the first full year of operations since the reverse takeover of Plutus Energy Limited and has been a year of significant progress for the Group in the execution of its business plan. By the end of the year we had seven management contracts in place with Rockpool investee companies and as from 1 May 2016 we have nine management contracts in place, each generating GBP150,000 per annum of fee income, which represents an annualised total of GBP1,350,000. In addition to the nine Rockpool companies we are making progress towards the Company's plan to add further capacity by adding another 3 to 4 sites per annum to the portfolio. Each site will be a majority owned subsidiary of the Company and will ordinarily hold 20MW of generating capacity. Turnover has increased over nine-fold during the year and we have reduced operating losses substantially together with attributable losses per share.

As Charles outlined in his review, we are in the process of launching a bond, through which we are aiming to raise a gross amount of up to GBP4.0 million. The net proceeds of the bond issue, alongside our existing cash resources, will be used to finance three or four additional 20MW FlexGen or SolarFlex sites, in which PPG will own an 80% stake.

Outlook

We will continue to press on with our strategy. We will build upon the foundations we have laid to bring capacity on-stream, and see a great opportunity in exploring the potential for energy storage.

The on-going energy market reviews present a couple of icebergs for us to steer around, but we believe that the gaps between these icebergs are sufficiently large, and are confident that our steady hand on the tiller will steer us through, given the compelling and growing need for reliable, flexible stand-by generation.

Phil Stephens

Chief Executive Officer

2 September 2016

Sustainability is at the heart of our operations, and our flexible, stand-by sites facilitate the UK's increasing reliance on renewable energy.

-- By plugging intermittency gaps from renewable energy in a cost-effective manner, our sites will enable further decarbonisation of the UK energy sector.

-- Our facilities are anticipated to run for no more than 150 hours per year in 1 hour blocks of time during peak demand (indeed they may not exceed 200-300 hours as a result of the commitments made in the planning permission process). Despite providing valuable generating capacity, they are expected to be switched off for more than 97% of the time and their annualised emissions will be minimal.

-- Our generators will be fired with green fuel from HVO (hydrogenated vegetable oil), which reduces the environmental impact and also stimulates the development of such fuels by providing a proven market. This fuel eliminates SOx, reduces NOx by c.30% and reduces particulates. Our facilities will conform to all UK and EU air quality standards. We are evaluating other sources of green fuels, for example fuel from waste plastic which otherwise would go to landfill, and looking at technology to add to our generators to comply with the more stringent requirements associated with the incoming Medium Combustion Plant Directive.

Our Market

Demand for flexible electricity generation is underpinned by structural changes to the UK's power generation mix, which is seeing an increasing proportion of intermittent, renewable power as legacy fossil capacity is retired.

Characteristics of the UK energy market

Increasing volatility

Renewable power generation has grown in the UK from 3% of energy supply in 2000 to currently more than 20%. With the ongoing retirement of high carbon sources of generation, this proportion is set to increase to more than 30% (see the graph below). The Government has committed to closing all coal-fired power stations by 2025, while new gas and nuclear generation is at least 10 to 15 years from coming online.

As the UK's power generation mix shifts away from fossil fuels and becomes increasingly reliant on renewable sources, energy supply becomes more irregular: wind is an intermittent source, while solar energy is generated predominantly in the summer months, when least required. Balancing supply and demand is consequently an increasingly challenging, yet vital component of the energy supply market.

Tight capacity margins

The UK energy market is experiencing reducing capacity margins, i.e. the difference between peak electricity demand and the capacity available to meet this. For last winter, National Grid had forecast a buffer of just 6%, equivalent to 3GW, although the mild weather alleviated any operational pressure on the system. Continuing high renewable deployment rates, the planned closure of coal generation and the aging condition of a substantial part of the UK nuclear industry, combined with expected delays in the delivery of flagship nuclear projects, suggest that operating challenges will worsen.

Increasing need for balancing services

The system operator, National Grid, is responsible for ensuring that the UK electricity system has sufficient supply to match demand. Since power cannot readily be stored in sufficient quantities as yet, matching must be done in real time. Small imbalances in supply and demand lead to frequency distortions, which are critical for many technologies connected to the system. Larger imbalances may lead to brownouts and blackouts.

National Grid classifies the capacity it makes available to address imbalances into four categories

   --              Contingency reserve or margin 
   --              Short-term operating reserve (STOR) 
   --              Regulated (or fast) reserve 
   --              Low frequency response 

National Grid has also requested notifications of interest in a new service called Enhanced Frequency Response, for very rapid response such as could be provided by battery storage units. Battery storage remains markedly higher cost than other short-term generation solutions and has technological limitations. As a result, this new market is thought likely to complement, rather than remove demand from existing frequency response markets.

In addition, energy balancing, using existing capacity in the main balancing market and involving demand reduction, also takes place across all time zones, although is used particularly in the 20 minutes ahead of the demand point.

Drivers of demand for flexible power generation

In the context of the fundamental changes to the UK energy sector outlined above and the resulting challenges, flexible power generation plays a vital role in supporting the pillars of the UK's energy strategy, as summarised in the table below.

 
                Flexible generation sites support UK energy 
                                 imperatives 
--------------------------------------------------------------------------- 
 Keeping the   Network support 
  lights on      *    Improve operational capability by lowering demands on 
                      the network 
 
 
                 *    Support the distribution system and provide an 
                      important tool to accommodate intermittency of 
                      renewable sources 
------------  ------------------------------------------------------------- 
               Frequency control 
                 *    Maintain system frequency within operating parameters 
                      by generating very quickly, supporting local 
                      balancing 
------------  ------------------------------------------------------------- 
               System inertia improvement 
                 *    Lower the risk of failure by increasing the inertia 
                      on the system 
              ------------------------------------------------------------- 
               Short run back up capacity 
                 *    Add small scale capacity that can run when larger 
                      assets fail 
------------  ------------------------------------------------------------- 
 Affordable    Best possible value to the 
                consumer 
                 *    Derive all revenue through market-delivered processes 
 
 
                 *    Reduce connection costs by sharing Grid connections 
                      with solar 
------------  ------------------------------------------------------------- 
 Low carbon    Providing a system that allows 
                the wider decarbonisation of 
                energy 
                 *    Provide operational 'cover' for renewables 
 
 
                 *    Give network operators fine tuning capability rather 
                      than large scale capacity 
------------  ------------------------------------------------------------- 
 

In contrast to large power stations, which connect to the high voltage transmission grid, most flexible generating assets connect directly to regional distribution networks. Such power generation is known as embedded generation, and enjoys several advantages that result in lower bills for consumers, as well as generators earning a premium over wholesale electricity prices. The benefits derive from three sources:

-- Reduced charges: While embedded generation must pay local distribution network fees, it avoids charges relating to transmission use, distribution system use and system balancing. Embedded generation also reduces the need for investment in the transmission and distribution networks, and saves costs associated with operating and maintaining existing infrastructure.

   --     Reduced thermal losses; 

-- Reduced regulation: embedded generation is not subject to regulatory burdens such as the Carbon Price Floor and Climate Change Levy.

Finally, embedded generation generally reduces the volume from balancing energy and hence can reduce the cost of balancing the system on a half hourly basis. Controllable plants such as generators also facilitate management of intermittency at a local level, allowing greater deployment of intermittent assets than would otherwise be viable.

The operational benefits and cost efficiencies in the form of avoided charges are typically shared between suppliers and the local producers they contract with, and ultimately benefit consumers through reduced energy bills.

UK energy reviews

In Spring 2016, DECC invited responses to a consultation relating to a review of the Capacity Market. As part of this, Ofgem will assess network charging rules and their impact on embedded generation, and is due to report back soon. DECC suggested that current charging arrangements could overly favour distribution-connected generators, and highlighted the type of engine used by Plutus as particular beneficiaries. Aside from this consultation, National Grid is assessing the so-called Triad benefit, and Defra is evaluating emissions, as the UK moves to comply with the Medium Combustion Plant Directive (MCPD). These reviews will, in all likelihood, result in some amendments to the way that embedded generation is rewarded. Concerns relating to security of supply, coupled with the risk of unintended consequences, are thought likely to limit the scale of any changes, however.

Any impact of recent structural changes to Government departments is yet to become clear. However, the Directors remain confident that there is a recognition that non-intermittent embedded generation in particular plays a pivotal role in UK energy supply, and, as such, must remain commercially viable, even if the precise reward mechanisms change.

Our Business Model

Our multi-revenue stream model is founded upon the roll-out of 20MW green fuel generation sites, funded through a combination of equity and asset finance via dedicated subsidiaries.

What we do

We are applying our management expertise to the establishment of a group of subsidiaries and investments active in the development, construction and operation of stand-by flexible electricity generation sites in the UK.

We plan to sell power to energy suppliers and the National Grid via several mechanisms, and our sites are expected to operate during periods of peak electricity demand or Grid instability.

How we operate

Proven, modular generation technology.

We will use established, reliable technology based on containerised generators, fired with biofuel. Treated as embedded generation, our unmanned gensets supply the local low voltage distribution network, reaching full output within 150 seconds of being switched on remotely.

Each plant has a maximum generating capacity of 20MW. This is optimal for two reasons:

   --     The planning thresholds - and therefore construction timescales - are reduced; and 
   --     The emissions fall below a European threshold, thereby reducing compliance costs and risk. 

Non-dilutive finance model

By setting up a dedicated entity for each site as part of our bottom up investment strategy, we limit medium-term dilution to existing shareholders.

The first nine sites have been financed with equity from clients of Rockpool in each of the nine investment entities established for this purpose, and have advance assurance from Her Majesty's Revenue and Customs to benefit from EIS-related tax benefits. PPG has a 45% stake in each of these entities, and currently derives revenue from a management contract with each site. From November 2015, EIS was closed off to new standby power generation projects. Future projects will be held in separate subsidiary companies, in which PPG will seek to obtain an interest of 80%.

How we intend to generate revenue

   Power sales:      STOR 

FFR

Triad

Power Purchase Agreements

Capacity Market

   Other:                   Management contracts 
 
  Source of Revenue    Mechanism                        Overview                         Counterparty 
===================  ===============================  ===============================  =============================== 
  Power Sales          STOR                             The Short Term Operating         National Grid 
                                                        Reserve is a mechanism used 
                                                        by National Grid to balance 
                                                        the UK's 
                                                        power supply at short notice. 
                                                        The STOR allows required 
                                                        electricity supply to be 
                                                        decreased 
                                                        (by incentivising major 
                                                        consumers to reduce demand) 
                                                        or increased, by calling on a 
                                                        pool of 
                                                        stand-by power generators. 
                                                        Under the terms of two-year 
                                                        contracts, National Grid pays 
                                                        STOR 
                                                        providers for making their 
                                                        capacity available, as well 
                                                        as for delivery of 
                                                        electricity. 
-------------------  -------------------------------  -------------------------------  ------------------------------- 
                       Firm Frequency Response (FFR)    FFR is a service procured by     National Grid 
                                                        National Grid to manage 
                                                        system frequency, the 
                                                        system-wide signal 
                                                        that indicates whether energy 
                                                        supply exceeds demand or vice 
                                                        versa. FFR allows a provider 
                                                        to 
                                                        supply a service to reduce 
                                                        demand or increase 
                                                        generation, when instructed 
                                                        by National Grid. 
                                                        FFR is procured via monthly 
                                                        tender. To take part, 
                                                        generators must be able to 
                                                        deliver a minimum 
                                                        of 10MW, and be capable of 
                                                        responding within 30 seconds 
                                                        and for sufficient duration. 
                                                        Similar 
                                                        to STOR, providers are paid 
                                                        for availability as well as 
                                                        for utilisation. PPG will 
                                                        compete 
                                                        in the static market, whereby 
                                                        energy change occurs at a 
                                                        pre-set frequency and remains 
                                                        at a 
                                                        set level (as opposed to the 
                                                        dynamic market, where energy 
                                                        changes in line with system 
                                                        frequency). 
-------------------  -------------------------------  -------------------------------  ------------------------------- 
                       Triad                            Triad is the scheme under        Energy Suppliers 
                                                        which the National Grid 
                                                        charges energy suppliers 
                                                        significant sums 
                                                        according to their use of the 
                                                        high voltage transmission 
                                                        network during Triad periods 
                                                        - the 
                                                        three half-hour periods of 
                                                        highest demand in a year, 
                                                        identified after the winter. 
                                                        The principal 
                                                        means for National Grid to 
                                                        cover its costs, Triad also 
                                                        serves to incentivise users 
                                                        to limit 
                                                        consumption during peak 
                                                        periods, thereby easing the 
                                                        need for investment in the 
                                                        transmission 
                                                        system. Through the PPA, 
                                                        energy supply companies pay 
                                                        flexible generators of 
                                                        electricity to 
                                                        supply power to local 
                                                        distribution networks during 
                                                        anticipated peak periods 
                                                        (both for the 
                                                        power generated and for Triad 
                                                        avoidance), as their 
                                                        generation reduces demand on 
                                                        the transmission 
                                                        network. Generators must 
                                                        operate during each of the 
                                                        Triad periods to be eligible 
                                                        for payments. 
-------------------  -------------------------------  -------------------------------  ------------------------------- 
                       Power Purchase Agreements        This is simply sales of          Energy Suppliers 
                        (PPA)                           generated power; when 
                                                        operating with an objective 
                                                        of Triad avoidance, 
                                                        power is sold under a PPA, 
                                                        typically to a large UK 
                                                        energy supplier. PPAs are 
                                                        typically of 
                                                        a 5+ year duration. 
-------------------  -------------------------------  -------------------------------  ------------------------------- 
                       Capacity Market                  To ensure long-term security     UK Government (via National 
                                                        of supply, the Capacity          Grid) 
                                                        Market provides financial 
                                                        incentives 
                                                        to bring forward new 
                                                        investment while maximising 
                                                        existing generation 
                                                        capabilities. The structure 
                                                        of CM ensures technology 
                                                        neutrality, meaning that the 
                                                        lowest cost technologies that 
                                                        will guarantee 
                                                        capacity will be awarded 1, 3 
                                                        and 15-year contracts, 
                                                        depending on the level of 
                                                        capex incurred. 
                                                        These capacity contracts are 
                                                        procured through a reverse 
                                                        auction, run by National 
                                                        Grid. Generators 
                                                        who are successful in the 
                                                        auction will benefit from a 
                                                        regular, predictable and 
                                                        index-linked 
                                                        revenue stream for every hour 
                                                        they are available. The 
                                                        capacity obligation means 
                                                        providers 
                                                        must be available to deliver 
                                                        energy when needed or face 
                                                        penalties. 
-------------------  -------------------------------  -------------------------------  ------------------------------- 
  Other                Management contracts             PPG has a management contract    PPG Investment Companies 
                                                        with each Rockpool 
                                                        investor-funded site. Under 
                                                        the terms of 
                                                        these contracts, PPG manages 
                                                        the asset, from identifying 
                                                        the site, obtaining planning 
                                                        permission, 
                                                        to managing the connection, 
                                                        construction and operation of 
                                                        the plant. 
-------------------  -------------------------------  -------------------------------  ------------------------------- 
 

Key relationships

The keys to success are land, asset funding and grid connection, and we enjoy constructive relationships with partners in each of these core aspects.

Land and Planning

Property developers: we work with developers to secure suitable sites in the south of the UK.

Land owners: we are able to secure attractive sites through our relationships with land owners including London & Devonshire Trust and Associated British Ports.

Reliance Energy: we have a formal partnership with Reliance Energy to share solar generation sites (SolarFlex), and to raise funds. When procured, each project will be developed by Reliance Energy, and constructed and managed by PPG in return for a management fee. The equity in each project will be split 70:30, with the majority interest granted to the party that successfully introduces the site.

Funding

Debt markets: there are emerging opportunities to provide development capital for management contracts.

Banks: we have strong relationships with banks and other financial institutions to provide debt financing.

Third party investors: continuing to work actively with other potential and credible investors.

Investors: PPG was readmitted to AIM in August 2014 to capitalise on the opportunity in flexible power generation and is intending to raise further working capital from the bond issue to enable the Company to operate and build out further 20MW SolarFlex and FlexGen sites.

Connections and Contracts

National Grid: we will secure STOR contracts with National Grid for our sites, and we have secured Capacity Market contracts for three sites.

Energy suppliers: we have negotiated Power Purchase Agreements (PPAs) with two national suppliers and are in detailed negotiations with a third.

Connection business: we have a partnership with a connection business to manage both the process of securing connection offers on proposed sites and the contestable connection costs.

Our Strategy

We have made pleasing headway towards achieving our ambition to develop 200MW of flexible generation by the end of 2017, by steadily executing against our clear strategic priorities.

 
  Strategic priority                                       Progress 
=======================================================  ============================================= 
  Bring online                                             The facility in Plymouth is 
   standalone FlexGen                                       scheduled to be online by this 
   sites                                                    winter. 12 sites (equivalent 
    *    Nine Rockpool-funded investee company sites        to 240MW) have committed and 
                                                            viable offers of Grid connection, 
                                                            of which 5 (100MW) have planning 
    *    One majority-owned (non-EIS) PPG site under        permission and 1 (20MW) expects 
         development                                        permission shortly. The balance 
                                                            of sites with connections are 
                                                            in various stages of pre-planning. 
    *    Three further sites that can be majority owned 
                                                            One majority owned subsidiary 
                                                            of PPG is at an advanced stage 
                                                            of development, and our objective 
                                                            is to develop an additional 
                                                            4 such sites per year of which 
                                                            we have visibility of at least 
                                                            three. 
-------------------------------------------------------  --------------------------------------------- 
  Progress SolarFlex                                       We developed our existing partnership 
   sites (co-located                                        with Reliance Energy Limited: 
   solar and biofuel                                        we held promising talks with 
   generator facilities)                                    several of their solar farm 
                                                            operator clients to establish 
                                                            SolarFlex sites (with shared 
                                                            connections for solar and non-intermittent 
                                                            green fuelled generators). 
                                                            We anticipate that the first 
                                                            of these sites will be in planning 
                                                            within 6 months. 
-------------------------------------------------------  --------------------------------------------- 
  Explore viability                                        Over the medium to longer term, 
   of battery,                                              our strategy is to explore 
   capacitor or                                             commercialisation of storage 
   inertial energy                                          technologies at our SolarFlex 
   storage                                                  sites, placing us at the forefront 
                                                            of innovation in the electricity 
                                                            market. 
-------------------------------------------------------  --------------------------------------------- 
  Derive revenue                                           The different markets for flexible 
   from multiple                                            power and the secured management 
   sources                                                  contracts, means that PPG has 
                                                            several sources of revenue 
                                                            upon which to build: 
                                                            Triad: The Plymouth site is 
                                                            anticipated to be operational 
                                                            in time for the forthcoming 
                                                            Triad season. 
                                                            Capacity Market: PPG was awarded 
                                                            contracts for three sites, 
                                                            which will generate revenues 
                                                            for 15 years from 2019. The 
                                                            clearing price was GBP18,000 
                                                            per MW per year and is index-linked 
                                                            from the date of grant. 
                                                            Power Purchase Agreement: We 
                                                            have Power Purchase Agreements 
                                                            (PPAs) with two national suppliers 
                                                            and are in detailed negotiations 
                                                            with a third. 
                                                            FFR: Via our subsidiaries and 
                                                            investee companies, we intend 
                                                            to build power generation units 
                                                            which reach full response within 
                                                            30 seconds and can sustain 
                                                            supply for 30 minutes, allowing 
                                                            us to compete in the static 
                                                            FFR market. STOR and FFR are 
                                                            mutually exclusive, although 
                                                            PPG may bid for both types 
                                                            and run FFR outside STOR hours. 
                                                            Management contracts: PPG has 
                                                            been granted nine management 
                                                            contracts by the entities financed 
                                                            with equity from clients of 
                                                            Rockpool Investments. Under 
                                                            these agreements, PPG receives 
                                                            monthly payments equivalent 
                                                            to GBP150,000 per annum for 
                                                            each investee company. 
                                                            STOR: We intend to secure STOR 
                                                            contracts with National Grid 
                                                            for our sites. 
-------------------------------------------------------  --------------------------------------------- 
  Continue to                                              We intend to own majority stakes 
   pursue non-dilutive                                      (typically 80%) in individual 
   investment model,                                        entities for future development 
   holding majority                                         sites. With that objective, 
   stakes in non-EIS                                        we are in the process of raising 
   funded, standalone                                       EUR5 million (c.GBP4.0 million) 
   green fuel generation                                    gross via a 7% 5 year bond 
   sites                                                    issue listed on ISDX. The net 
                                                            proceeds of this (estimated 
                                                            to be GBP3.6 million) will 
                                                            - in conjunction with our existing 
                                                            cash resources - be allocated 
                                                            towards the equity finance 
                                                            required for three or four 
                                                            additional 20MW flexible generation 
                                                            sites. 
-------------------------------------------------------  --------------------------------------------- 
 

Financial Review

The Group has achieved considerable growth in fees received during the year contributing materially to substantially reduced losses and attributable losses per share

The year ended 30 April 2016 has been the first full year of operations since the reverse takeover of Plutus Energy Limited in the previous year together with the contemporaneous re-admission of the Company to AIM. It has been a year of significant progress for the Group in the execution of its business plan. By the end of the year we had seven management contracts in place with Rockpool investee companies and as from 1 May 2016 we have nine management contacts in place, each generating GBP150,000 per annum of fee income which represents an annualised total of GBP1,350,000. In addition to the nine Rockpool companies we are making progress towards the Company's plan to add further capacity by adding another 3 to 4 sites per annum to the portfolio. Each site will be a subsidiary of the Company and will ordinarily hold 20MW of generating capacity. The Company will also seek to introduce outside investors so as to maintain its anti-dilution funding model in the Holding Company and will normally seek to maintain a shareholding of 80%. These sites will have the ability to be fully consolidated in the Group's accounts which will see a strengthening of the Group's balance sheet and the earnings of each subsidiary will be consolidated into the profit and loss account of the Group.

As part of its strategy to build a majority owned portfolio of 20MW sites beyond the nine Rockpool investee companies, where the Company will continue with its obligations to build and develop the Rockpool portfolio and that will continue to be the backbone of the Group's generating capacity and a potentially valuable investment, the Directors have been investigating a suite of equity and loan arrangements for the financing of the majority owned portfolio. As part of this funding suite the Company is in the process of launching a GBP4 million (gross) five year 7% bond to give maximum flexibility to the suite of funding options available to it. The bond will enable the Company to build a further 3/4 new majority owned sites. We are able to fund the interest on our bond out of existing operations and are therefore in a good financial position to develop the majority owned portfolio.

During the year under review the Group increased its revenue to GBP887,500 (2015: GBP87,500), a rise of 914%, from the award of management contracts from the Rockpool investee companies. These fees are expected to run under current management contracts at an annualised rate of GBP1.35 million in future periods. Administrative expenses have increased to GBP1,267,588 (2015: GBP1,071,679) due to the increased activities of the Group in the year under review. There are no other operating expenses in the year under review (2015: GBP300,190), the previous year's other operating expenses being attributable to the costs of the reverse takeover of Plutus Energy Limited, the cost of re-admission and concurrent placing. As a result of the foregoing the actual overall operating expenses of the Group have reduced slightly and the operating loss of the Group has been reduced significantly to GBP380,088 (2015: GBP1,284,369) and the Group made a loss after taxation of GBP407,776 (2015: GBP1,311,427) and consequently the basic and diluted loss per share from continuing operations was 0.07p (2015: 0.32p).

During the year the 100,000,000 shares were issued due to the acceleration of the deferred consideration for the reverse acquisition of Plutus Energy Limited. In addition, James Longley and Charles Tatnall both exercised 10,000,000 warrants each in the Company with a net cash benefit of GBP180,000. A warrant was also granted during the year to Rockpool Investments LLP to subscribe for 30,075,207 new ordinary shares of 0.1p each in the Company at a price of 1.15p per share from 27 May 2018 to 27 May 2021. As a result of the acceleration Goodwill increased to GBP1,085,000 (2015: GBP485,000). Ordinary share capital is GBP1,496,950 (2015: GBP1,376,950) and share premium is GBP6,994,076 (2015: GBP6,334,076).

In terms of working capital, the Company continues to be owed a considerable sum of money from the Rockpool Investee companies and majority owned companies (after provisions for doubtful projects) of just under GBP400,000. The Company disburses funds up to the point of planning permission being granted when the disbursements are reimbursed by the Rockpool investee companies and majority owned companies. It is expected that all these funds outstanding at the year-end will be reimbursed by the Rockpool investee companies and subsidiaries in the next twelve months. Cash was GBP22,608 at the year-end (2015: GBP320,485). The decrease in cash is largely due to the increase in reimbursable expenses. Trade and other payables are increased slightly at GBP166,288 (2015: GBP143,069) which is due largely to the increased level of activity, particularly with regard to the site planning, lease and connection processes. However as mentioned above, we are able to fund the interest on our bond out of existing operations and therefore the relatively low cash balance at the year-end will be increased by the repayment of the reimbursable expenses over the year. Our ongoing overheads and interest will be covered by management fees and we will have the funds from the bond raise coming in to fund new sites. Overall, the Company is in a good situation financially and will continue to manage cash flow and accounts receivable and accounts payable in a fair and reasonable manner within the Group resources.

Group net assets at the year-end were GBP1,166,089 (2015: GBP758,795, an increase of GBP407,294 (54%).

Key performance indicators

The key performance indicators are set out below:

 
                                                        Change 
Company statistics                  2016          2015       % 
--------------------------  ------------  ------------  ------ 
Gross assets                GBP1,525,740  GBP1,083,539    +41% 
Cash and cash equivalents      GBP22,608    GBP320,485    -93% 
Closing share price               0.925p         0.95p   -2.6% 
Earnings per share               (0.07)p       (0.32)p    457% 
--------------------------  ------------  ------------  ------ 
 

Principal risks and uncertainties

The Board regularly reviews the risks facing the Company and seeks to exploit, avoid or mitigate those risks as appropriate.

Financial risk management objectives and policies

Financial risk management objectives and policies of the Company are set out in note 24 to the financial statements.

Going concern

The Directors consider the Company can continue in operational existence for the foreseeable future with its existing resources.

James Longley

Director

2 September 2016

Group Statement of Comprehensive Income

For the year ended 30 April 2015

 
                                              2016         2015 
                                 Note          GBP          GBP 
-------------------------------  ----  -----------  ----------- 
Continuing operations 
Revenue                                    887,500       87,500 
-------------------------------  ----  -----------  ----------- 
Gross profit                               887,500       87,500 
 
Administrative expenses                (1,267,588)  (1,071,679) 
Other operating expenses                         -    (300,190) 
-------------------------------  ----  -----------  ----------- 
Operating loss                           (380,088)  (1,284,369) 
Interest charge on loan note       16     (27,688)     (27,058) 
-------------------------------  ----  -----------  ----------- 
Loss before tax                     6    (407,776)  (1,311,427) 
Tax                                 8            -            - 
-------------------------------  ----  -----------  ----------- 
Net loss attributable to 
 equity holders of the Company 
 and total comprehensive 
 loss                                    (407,776)  (1,311,427) 
-------------------------------  ----  -----------  ----------- 
Earnings per share (pence 
 per share): 
Basic and diluted loss per 
 share from continuing 
 and total operations               9      (0.07)p      (0.32)p 
-------------------------------  ----  -----------  ----------- 
 

There are no items of other comprehensive income

Group Statement of Changes in Equity

For the year ended 30 April 2016

 
                                            Share  Loan note 
                       Share      Share    option     equity     Retained 
                     capital    premium   reserve    reserve       losses        Total 
                         GBP        GBP       GBP        GBP          GBP          GBP 
-----------------  ---------  ---------  --------  ---------  -----------  ----------- 
At 30 April 
 2014                969,776  4,523,159    26,156     19,664  (5,758,431)    (219,676) 
Comprehensive 
 income for 
 the year                  -          -         -          -  (1,311,427)  (1,311,427) 
Credit to equity 
 in respect 
 of share-based 
 compensation 
 charge                    -          -    48,150          -            -       48,150 
Issue of share 
 capital             407,174  1,810,917         -          -            -    2,218,091 
Transfer from 
 equity reserve 
 on conversion 
 of loan stock             -          -         -   (19,664)       19,664            - 
Transfer to 
 equity reserve 
 on issue of 
 convertible 
 loan stock                -          -         -     23,657            -       23,657 
-----------------  ---------  ---------  --------  ---------  -----------  ----------- 
At 30 April 
 2015              1,376,950  6,334,076    74,306     23,657  (7,050,194)      758,795 
-----------------  ---------  ---------  --------  ---------  -----------  ----------- 
Comprehensive 
 income for 
 the year                  -          -         -          -    (407,776)    (407,776) 
Credit to equity 
 in respect 
 of share-based 
 compensation 
 charge                    -          -    35,070          -            -       35,070 
Issue of share 
 capital             120,000    660,000         -          -            -      780,000 
-----------------  ---------  ---------  --------  ---------  -----------  ----------- 
At 30 April 
 2016              1,496,950  6,994,076   109,376     23,657  (7,457,970)    1,166,089 
-----------------  ---------  ---------  --------  ---------  -----------  ----------- 
 

Company Statement of Changes in Equity

For the year ended 30 April 2016

 
                                           Share  Loan note 
                      Share      Share    option     equity     Retained 
                    capital    premium   reserve    reserve       losses        Total 
                        GBP        GBP       GBP        GBP          GBP          GBP 
----------------  ---------  ---------  --------  ---------  -----------  ----------- 
At 30 April 
 2014               969,776  4,523,159    26,156     19,664  (5,758,431)    (219,676) 
Comprehensive 
 income for 
 the year                 -          -         -          -  (1,268,355)  (1,268,355) 
Credit to 
 equity in 
 respect of 
 share-based 
 compensation 
 charge                   -          -    48,150          -            -       48,150 
Issue of share 
 capital            407,174  1,810,917         -          -            -    2,218,091 
Transfer from 
 equity reserve 
 on conversion 
 of loan stock            -          -         -   (19,664)       19,664            - 
Transfer to 
 equity reserve 
 on issue of 
 convertible 
 loan stock               -          -         -     23,657            -       23,657 
----------------  ---------  ---------  --------  ---------  -----------  ----------- 
At 30 April 
 2015             1,376,950  6,334,076    74,306     23,657  (7,007,122)      801,867 
----------------  ---------  ---------  --------  ---------  -----------  ----------- 
Comprehensive 
 income for 
 the year                 -          -         -          -    (405,426)    (405,426) 
Credit to 
 equity in 
 respect of 
 share-based 
 compensation 
 charge                   -          -    35,070          -            -       35,070 
Issue of share 
 capital            120,000    660,000         -          -            -      780,000 
----------------  ---------  ---------  --------  ---------  -----------  ----------- 
At 30 April 
 2016             1,496,950  6,994,076   109,376     23,657  (7,412,548)    1,211,511 
----------------  ---------  ---------  --------  ---------  -----------  ----------- 
 

Group and Company Statements of Financial Position

For the year ended 30 April 2016

 
                                           Group                    Company 
                                  ------------------------  ------------------------ 
                                         2016         2015         2016         2015 
                            Note          GBP          GBP          GBP          GBP 
--------------------------  ----  -----------  -----------  -----------  ----------- 
Non-current assets 
Goodwill                      12    1,085,000      485,000            -            - 
Investments                   11          152           47    1,085,152      485,000 
--------------------------  ----  -----------  -----------  -----------  ----------- 
                                    1,085,152      485,047    1,085,152      485,000 
--------------------------  ----  -----------  -----------  -----------  ----------- 
Current assets 
Trade and other 
 receivables                  13      417,980      278,007      457,929      317,047 
Cash and cash equivalents     14       22,608      320,485       20,375      320,485 
--------------------------  ----  -----------  -----------  -----------  ----------- 
                                      440,588      598,492      478,304      637,532 
--------------------------  ----  -----------  -----------  -----------  ----------- 
Total assets                        1,525,740    1,083,539    1,563,456    1,122,532 
Current liabilities 
Trade and other 
 payables                     15    (166,288)    (143,069)    (158,582)    (138,990) 
Borrowings                    16     (16,000)     (16,000)     (16,000)     (16,000) 
--------------------------  ----  -----------  -----------  -----------  ----------- 
                                    (182,288)    (159,069)    (174,582)    (154,990) 
--------------------------  ----  -----------  -----------  -----------  ----------- 
Net current assets                    258,300      439,423      303,722      482,542 
--------------------------  ----  -----------  -----------  -----------  ----------- 
Non-current liabilities 
Borrowings                    16    (177,363)    (165,675)    (177,363)    (165,675) 
--------------------------  ----  -----------  -----------  -----------  ----------- 
Total liabilities                   (359,651)    (324,744)    (351,945)    (320,665) 
--------------------------  ----  -----------  -----------  -----------  ----------- 
Net assets                          1,166,089      758,795    1,211,511      801,867 
--------------------------  ----  -----------  -----------  -----------  ----------- 
Equity 
Share capital                 17    1,496,950    1,376,950    1,496,950    1,376,950 
Share premium account         18    6,994,076    6,334,076    6,994,076    6,334,076 
Share option and 
 warrant reserve              19      109,376       74,306      109,376       74,306 
Loan note equity 
 reserve                      20       23,657       23,657       23,657       23,657 
Retained losses               21  (7.457,970)  (7.050,194)  (7,412,548)  (7,007,122) 
--------------------------  ----  -----------  -----------  -----------  ----------- 
Equity attributable 
 to owners of the 
 Company                            1,166,089      758,795    1,211,511      801,867 
--------------------------  ----  -----------  -----------  -----------  ----------- 
 

The financial statements of Plutus PowerGen plc, registered number 5859612, were approved by the Board of Directors and authorised for issue on 2 September 2016. They were signed on its behalf by:

James Longley

Director

Group and Company Statements of Cash Flow

For the year ended 30 April 2016

 
                                          Group                 Company 
                                  ----------------------  -------------------- 
                                       2016         2015       2016       2015 
                            Note        GBP          GBP        GBP        GBP 
--------------------------  ----  ---------  -----------  ---------  --------- 
Net cash used in 
 operating activities         25  (461,772)  (1,121,714)  (219,486)  (931,881) 
--------------------------  ----  ---------  -----------  ---------  --------- 
Investing activities 
Investment in associated 
 undertakings                         (105)         (47)      (105)          - 
Advances to subsidiary 
 undertaking                              -            -  (244,519)  (189,880) 
--------------------------  ----  ---------  -----------  ---------  --------- 
Net cash used in 
 investing activities                 (105)         (47)  (244,624)  (189,880) 
--------------------------  ----  ---------  -----------  ---------  --------- 
 
Financing activities 
Proceeds of share 
 issues                             180,000    1,300,000    180,000  1,300,000 
Share issue expenses                      -     (67,450)          -   (67,450) 
Proceeds of convertible 
 loan 
 note issues                              -      200,000          -    200,000 
Proceeds of other 
 loans                                    -        7,500          -      7,500 
Interest paid                      (16,000)      (4,701)   (16,000)    (4,701) 
--------------------------  ----  ---------  -----------  ---------  --------- 
Net cash generated 
 from 
 financing activities               164,000    1,435,349    164,000  1,435,349 
--------------------------  ----  ---------  -----------  ---------  --------- 
Net increase/(decrease) 
 in 
 cash and cash 
 equivalents                      (297,877)      313,588  (300,110)    313,588 
Cash and cash equivalents 
 at beginning of 
 year                               320,485        6,897    320,485      6,897 
--------------------------  ----  ---------  -----------  ---------  --------- 
Cash and cash equivalents 
 at end of year               14     22,608      320,485     20,375    320,485 
--------------------------  ----  ---------  -----------  ---------  --------- 
 

Notes to the Financial Statements

For the year ended 30 April 2016

1. General information

Plutus PowerGen plc is a Company incorporated in the United Kingdom under the Companies Act 2006. The address of the registered office is 27/28 Eastcastle Street, London W1E 8DH. The nature of the Group's operations and its principal activities are set out in the Strategic Report and in the Chairman's Statement.

These financial statements are presented in pounds sterling which is the currency of the primary economic environment in which the Group operates.

2. Statement of compliance

 
   The financial statements comply with IFRS as 
    adopted by the European Union. The following 
    new and revised Standards and Interpretations 
    have been adopted in the current period by the 
    Group for the first time and do not have a material 
    impact on the Group. 
   IFRS 12    Disclosures of interests in other entities 
   A number of new standards and amendments to standards 
    and interpretations have been issued but are 
    not yet effective and not early adopted. None 
    of these are expected to have a significant effect 
    on the financial statements of the Group. 
 

3. Significant accounting policies

Basis of accounting

The financial statements of Plutus PowerGen plc (the "Company") and its subsidiaries (the "Group") have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted for use in the European Union ("EU") applied in accordance with the provisions of the Companies Act 2006.

IFRS is subject to amendment and interpretation by the International Accounting Standards Board ("IASB") and the International Financial Standards Interpretations Committee ("IFRS IC") and there is an ongoing process of review and endorsement by the European Commission.

The consolidated financial statements have been prepared on the historical cost basis except for certain financial instruments that are measured at amortised cost, as explained in the accounting policies below.

Going concern

In determining the appropriate basis of preparation of the financial statements, the Directors are required to consider whether the Company can continue in operational existence for the foreseeable future. The Group had cash and cash equivalents of GBP22,608 and net current assets of GBP256,967 as at 30 April 2016, and incurred a loss of GBP407,776 for the year then ended.

The Directors have based their opinions on a cash flow forecast, which assumes that sufficient revenue will be generated for working capital purposes and that operating costs will be kept to a minimum until adequate revenue streams are secured. For this reason, the Directors continue to adopt the going concern basis in preparing the financial statements. The financial statements do not include the adjustments that would result if the Company was unable to continue as a going concern.

Basis of consolidation

The Group's consolidated financial statements incorporate the financial statements of Plutus PowerGen plc (the "Company") and entities controlled by the Company (its subsidiaries). Subsidiaries are entities over which the Group has the power to govern the financial and operating policies generally accompanying a shareholding of more than one half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity.

Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date that control ceases.

Inter-company transactions, balances and unrealised gains on transactions between Group companies are eliminated. Profits and losses resulting from inter-company transactions that are recognised in assets are also eliminated. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.

Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by the Group.

All intra-group transactions, balances, income and expenses are eliminated on consolidation.

Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Group's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the year end date.

Deferred tax is the tax expected to be payable or recoverable on temporary differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and associates, and interests in joint ventures, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at each year end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and where they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis.

Revenue

Revenue is derived from the provision of management services which are invoiced on a monthly basis and are recognised in the period to which they relate.

Financial instruments

Financial assets and financial liabilities are recognised in the Group's balance sheet when the Group becomes a party to the contractual provisions of the instrument.

Financial assets

Financial assets are classified into the following specified categories: 'available for sale investments', 'loans and receivables' and 'cash and cash equivalents'. The classification depends on the nature and purpose of the financial assets and is determined at the time of initial recognition.

Available for sale investments

Investments are designated as available-for-sale financial assets if they do not have fixed maturities and fixed or determinable payments, and management intends to hold them for the medium to long-term. Financial assets that are not classified into any of the other categories are also included in the available-for-sale category.

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.

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, 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.

The Group assesses at each period end date whether there is any objective evidence that a financial asset or group of financial assets classified as available-for-sale has been impaired. An impairment loss is recognised if there is objective evidence that an event or events since initial recognition of the asset have adversely affected the amount or timing of future cash flows from the asset. A significant or prolonged decline in the fair value of a security below its cost shall be considered in determining whether the asset is impaired.

When a decline in the fair value of a financial asset classified as available-for-sale has been previously recognised in other comprehensive income and there is objective evidence that the asset is impaired, the cumulative loss is removed from other comprehensive income and recognised in profit or loss. The loss is measured as the difference between the cost of the financial asset and its current fair value less any previous impairment.

Fair Value Measurements:

The Group holds investments that are measured at fair value at the end of each reporting period using the IFRS 7 fair value hierarchy as set out below.

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.

Loans and receivables

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 initially measured at fair value and subsequently 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 and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value.

Derecognition of financial assets

The Group derecognises a financial asset only when the contractual rights to the cash flows from the asset expire; or it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. If the Group neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Group recognises its retained interest in the asset and an associated liability for amounts it may have to pay. If the Company retains substantially all the risks and rewards of ownership of a transferred financial asset, the Group continues to recognise the financial asset and also recognises a collateralised borrowing for the proceeds received.

Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities. Equity instruments issued by the Group are recorded at the proceeds received net of direct issue costs.

The share capital account represents the amount subscribed for shares at nominal value.

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 share option reserve represents the fair value, calculated at the date of grant, of options unexercised at the balance sheet date.

The loan note equity reserve represents the fair value, calculated at issuance of the loan notes.

Retained losses include all current and prior period results as disclosed in the statement of comprehensive income.

Financial liabilities

Financial liabilities are recognised in the Group's balance sheet when the Group 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 Group's financial liabilities comprise trade and other payables and borrowings.

Trade payables are recognised initially at their fair value and subsequently measured at amortised cost less settlement payments.

Borrowings represent convertible loans that are accounted for as compound instruments. The fair value of the liability portion of the convertible loan notes is determined using a market interest rate for an equivalent non-convertible loan note. This amount is recorded as a liability on an amortised cost basis until extinguished on conversion or maturity of the loan notes. The remainder of the proceeds is allocated to the conversion option, which is recognised and included in shareholders' equity, net of tax effects, and is not subsequently re-measured.

Provisions

Provisions are recognised when the Group has a present obligation as a result of a past event and it is probable that the Group will be required to settle that obligation. Provisions are measured at the Directors' best estimate of the expenditure required to settle the obligation at the balance sheet date, and are discounted to present value where the effect is material.

Share-based payments

The Group has applied the requirements of IFRS 2 'Share-based Payments'.

The Group issues equity-settled share based payments to certain employees. Equity settled share based payments are measured at fair value at the date of grant. The fair value determined at the grant date of the equity settled share based payments is expensed on a straight-line basis over the vesting period, based on the Group's estimate of shares that will eventually vest and adjusted for the effect of non-market based vesting conditions.

Fair value is measured by use of the Black Scholes model. The expected life used in the model has been adjusted, based on management's best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations.

4. Critical accounting judgements and key sources of estimation uncertainty

Critical judgements in applying the Group's accounting policies

In the application of the Group's accounting policies, which are described in note 3, 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 ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period; or in the period of the revision and future periods if the revision affects both current and future periods.

(i) Classification of investments as available for sale

Note 11 describes the investments in nine operating companies where the Group's shareholdings exceed 20% as 'Available for Sale Investments'. Based on the contractual agreements between the Group and other investors, the Group does not have any power to appoint or remove board of directors members of the investees. Therefore the Directors of the Company concluded that the Group does not have significant influence over these companies.

Key sources of estimation uncertainty

The key assumptions concerning the future and other key sources of estimation uncertainty at the balance sheet date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are set out below.

(i) Share options

In order to calculate the charge for share-options as required by IFRS 2, the Group makes estimates principally relating to the assumptions used in its Black-Scholes option pricing model as set out in note 20.

5. Business segments

In accordance with IFRS 8, the Group is required to define its operating segments based on the internal reports presented to its Chief Operating decision maker in order to allocate resources and assess performance. The Chief Operating decision maker is the Chief Executive. There is only one continuing class of business, being the operation of flexible stand-by electricity generators in the UK.

Given that there is only one continuing class of business, operating within the UK, no further segmental information has been provided.

6. Loss for the year

Loss for the year from continuing operations has been arrived at after charging:

 
                                            2016     2015 
                                             GBP      GBP 
---------------------------------------  -------  ------- 
Operating lease in respect of property    63,839   12,856 
Employee costs - including share-based 
 compensation costs 
 (see note 7)                            766,010  774,817 
---------------------------------------  -------  ------- 
 

The analysis of auditors' remuneration is as follows:

 
                                            2016    2015 
                                             GBP     GBP 
----------------------------------------  ------  ------ 
Fees payable to the Group's auditor 
 for the audit of the Group's annual 
 accounts                                 20,000  17,500 
----------------------------------------  ------  ------ 
Other services pursuant to legislation: 
- tax services                             2,000   2,000 
----------------------------------------  ------  ------ 
Total non-audit fees                       2,000   2,000 
----------------------------------------  ------  ------ 
 

7. Employee costs (including Directors)

 
                                                 2016     2015 
                                                  GBP      GBP 
--------------------------------------------  -------  ------- 
Salaries and fees                             752,091  724,810 
Employee share option charge                    3,794   48,150 
Employer's national insurance contributions    10,125    1,857 
--------------------------------------------  -------  ------- 
                                              766,010  774,817 
--------------------------------------------  -------  ------- 
 

The average monthly number of employees (including Executive Directors) employed by the Group during the year was 4, all of whom were involved in management and administration activities (2015:4).

8. Tax

 
              2016  2015 
               GBP   GBP 
------------  ----  ---- 
Current tax      -     - 
Deferred tax     -     - 
------------  ----  ---- 
                 -     - 
------------  ----  ---- 
 

Corporation tax is calculated at 20% (2015: 20%) of the estimated assessable loss for the year. Taxation for other jurisdictions is calculated at the rates prevailing in the respective jurisdictions. The charge for the year can be reconciled to the profit per the statement of comprehensive income as follows:

Tax reconciliation

 
                                         2016         2015 
                                          GBP          GBP 
----------------------------------  ---------  ----------- 
Loss before tax                     (407,776)  (1,311,427) 
----------------------------------  ---------  ----------- 
Tax at UK corporation tax rate of 
 20% (2015: 20%)                     (81,555)    (262,285) 
Effects of: 
Expenses not deductible for tax 
 purposes                              10,650       61,353 
Tax losses carried forward             70,905      200,932 
----------------------------------  ---------  ----------- 
Total tax charge                            -            - 
----------------------------------  ---------  ----------- 
 

Deferred tax assets of approximately GBP388,000 (2015: GBP388,000) have not been recognised as the Directors consider there to be insufficient evidence that the assets will be recovered.

9. EARNINGS per share

Basic loss per share is calculated by dividing the loss attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the year.

In order to calculate diluted loss per share, the weighted average number of ordinary shares in issue was adjusted to assume conversion of all dilutive potential ordinary shares according to IAS 33. Dilutive potential ordinary shares include share options granted to employees and Directors where the exercise price (adjusted according to IAS 33) is less than the average market price of the Company's ordinary shares during the year.

IAS 33 'Earnings per share' requires presentation of diluted earnings per share when a company could be called upon to issue shares that would decrease net profit or increase net loss per share. Only options that are 'in the money' are treated as dilutive and net loss per share would not be increased by the exercise of such options.

 
                                             2016         2015 
Loss                                          GBP          GBP 
------------------------------------  -----------  ----------- 
Loss for the purposes of basic and 
 diluted earnings per share: 
 Continuing and total operations        (407,776)  (1,311,427) 
------------------------------------  -----------  ----------- 
Number of shares                           Number       Number 
------------------------------------  -----------  ----------- 
Weighted average number of ordinary 
 shares for the purposes of basic 
 and diluted loss per share           602,254,768  411,010,715 
------------------------------------  -----------  ----------- 
 

10. Investments in subsidiarIES

The Group holds the following investments in subsidiary undertakings:

 
                                   Percentage 
                                       of 
                  Country of        ordinary    Principal 
Subsidiary         Incorporation   shares held   activity 
----------------  --------------  ------------  ---------------- 
Plutus Energy     England and         100%      Management 
 Limited           Wales                         services to 
                                                 the electricity 
                                                 generating 
                                                 entities (Note 
                                                 11) 
                  England and                   Electricity 
GW Power Limited   Wales              80%        generation 
 

The carrying value of the investments in the Company is as follows:

 
                                         2016     2015 
                                          GBP      GBP 
----------------------------------  ---------  ------- 
Fair value brought forward            485,000        - 
Reclassified from investments in 
 associated entities                        -  125,000 
Purchase of investments (see note 
 below)                               600,000  360,000 
----------------------------------  ---------  ------- 
At 30 April 2016                    1,085,000  485,000 
----------------------------------  ---------  ------- 
 

At the Company's AGM held on 20 November 2015 a proposed amendment to the acquisition agreement in respect of Plutus Energy Limited ("PEL") was approved to the effect that the Deferred Consideration of up to 50,000,000 Ordinary Shares for each of the Vendors, which was conditional on certain events per the original agreement, became immediately payable and subsequently, on 1 February 2016, 50,000,000 shares were issued to each of Philip Stephens and Paul Lazarevic.

11. AVAILABLE FOR SALE INVESTMENTS

Available for sale investments comprise investments in nine operating entities. As explained in Note 4, these investments are not equity accounted for as the Group does not meet the criteria for exerting significant influence as set out in IAS 28.

All investments are classified as Level 3 under the IFRS 7 fair value hierarchy as set out under Fair Value Measurements.

 
                                    2016  2015 
Level 3 investments                  GBP   GBP 
----------------------------------  ----  ---- 
At 1 May 2014 and 1 May 2015          47     - 
Purchase of investments (see note 
 below)                              105    47 
----------------------------------  ----  ---- 
At 30 April 2016                     152    47 
----------------------------------  ----  ---- 
 

During the year the Group acquired 44.5% shareholdings in six further companies set up to supply stand-by electricity to the National Grid for the total cost of these shareholdings was GBP105.

The details of investments classified as available for sale are as follows:

 
                                      Percentage 
                                          of 
                     Country of        ordinary    Principal 
Investment Company    Incorporation   shares held   activity 
-------------------  --------------  ------------  ----------- 
Attune Energy        England and                   Electricity 
 Limited              Wales             44.5%       generation 
Balance Power        England and                   Electricity 
 Limited              Wales             44.5%       generation 
Flexible Generation  England and                   Electricity 
 Limited              Wales             44.5%       generation 
Equivalence Energy   England and                   Electricity 
 Limited              Wales             44.5%       generation 
Precise Energy       England and                   Electricity 
 Limited              Wales             44.5%       generation 
Valence Power        England and                   Electricity 
 Limited              Wales             44.5%       generation 
Portman Power        England and                   Electricity 
 Limited              Wales             44.5%       generation 
Reliance Generation  England and                   Electricity 
 Limited              Wales             44.5%       generation 
                     England and                   Electricity 
Selectgen Limited     Wales             44.5%       generation 
 

12. Goodwill

 
                                          2016     2015 
                                           GBP      GBP 
-----------------------------------  ---------  ------- 
Brought forward                        485,000        - 
Arising on acquisition of PEL                -  485,000 
On issue of deferred consideration 
 shares (see note below)               600,000        - 
-----------------------------------  ---------  ------- 
Carried forward at 30 April 2016     1,085,000  485,000 
-----------------------------------  ---------  ------- 
 

On 22 August 2014 the Group completed the acquisition of the remaining 75% of the equity of Plutus Energy Limited ("PEL") for a consideration of GBP360,000, satisfied by the issue of 60,000,000 ordinary shares at 0.6p per share. The Group acquired its original 25% shareholding in PEL for GBP125,000 in January 2014. At the date of acquisition PEL had net assets of GBPnil and the consideration of GBP485,000 was accounted for as goodwill.

As detailed in note 10 on 1 February 2016 100,000,000 ordinary shares were issued at 0.6p each to the vendors of PEL.

Goodwill is monitored by management at the Group level. The recoverable amount is determined based on value-in-use calculations which uses cash flow projections based on financial budgets approved by the Directors covering a five-year period, and a discount rate of 15% per annum.

The Directors believe that any reasonably possible change in key assumptions on which recoverable amount is based would not cause the aggregate carrying amount to exceed the aggregate recoverable amount of the cash-generating unit.

 
13. TRADE AND OTHER 
 RECEIVABLES                       Group            Company 
                              ----------------  ---------------- 
                                 2016     2015     2016     2015 
                                  GBP      GBP      GBP      GBP 
----------------------------  -------  -------  -------  ------- 
Trade receivables                   -   30,000        -   30,000 
Amounts due from subsidiary 
 undertakings                       -        -  434,399  189,880 
Other receivables             399,050  232,307    4,600   81,467 
Prepayments and accrued 
 income                        18,930   15,700   18,930   15,700 
----------------------------  -------  -------  -------  ------- 
                              417,980  278,007  457,929  317,047 
----------------------------  -------  -------  -------  ------- 
 

Other receivables include amounts due from the operating entities of GBP394,450 (2015: GBP150,840) which relate to initial site preparation expenses incurred on their behalf. The costs incurred are unsecured and fall due to the Company once the planning permission for the site has been received.

The Directors consider the carrying amount of trade and other receivables approximates to their fair value.

14. Cash and cash equivalents

 
                                 Group           Company 
                            ---------------  --------------- 
                              2016     2015    2016     2015 
                               GBP      GBP     GBP      GBP 
--------------------------  ------  -------  ------  ------- 
Cash and cash equivalents   22,608  320,485  20,375  320,485 
--------------------------  ------  -------  ------  ------- 
                            22,608  320,485  20,375  320,485 
--------------------------  ------  -------  ------  ------- 
 

Cash and cash equivalents comprise cash held by the Group and short-term bank deposits with an original maturity of three months or less. The carrying amount of these assets approximates their fair value.

15. Trade and other payables

 
                             Group            Company 
                        ----------------  ---------------- 
                           2016     2015     2016     2015 
                            GBP      GBP      GBP      GBP 
----------------------  -------  -------  -------  ------- 
Trade payables           82,665   48,130   74,959   44,095 
Other payables           20,273    3,289   20,273    3,245 
Accruals and deferred 
 income                  63,350   91,650   63,350   91,650 
----------------------  -------  -------  -------  ------- 
                        166,288  143,069  158,582  138,990 
----------------------  -------  -------  -------  ------- 
 

Trade payables and accruals principally comprise amounts outstanding for trade purchases and on-going costs. The Directors consider that the carrying amount of trade and other payables approximates to their fair value. No trade payables were older than 90 days.

16. Borrowings

Group and Company

Convertible loans

On 22 December 2014 the Company issued GBP200,000 convertible loan notes, repayable on 18 December 2016 if not converted into shares prior to that date, and bearing interest at 8% p.a. payable quarterly in arrears.

The net proceeds from the issue of the loan notes have been split between the liability element and an equity component, representing the fair value of the embedded option to convert the liability into equity of the Company as follows:

The interest charged during the period is calculated by applying an effective average interest rate of 15% to the liability component for the period since the loan notes were issued.

The Directors estimate the fair value of the liability component of the loan notes at 30 April 2016 to be approximately GBP193,363 (2015: GBP181,675). This fair value has been calculated by discounting the future cash flows at the market rate of 15%.

 
                                          2016       2015 
                                           GBP        GBP 
------------------------------------  --------  --------- 
Liability component brought forward    181,675    245,767 
Nominal value of convertible loan 
 notes issued                                -    200,000 
Conversion of loan notes                     -  (262,792) 
Equity component of convertible 
 loan notes issued                           -   (23,657) 
------------------------------------  --------  --------- 
                                       181,675    159,318 
Interest charge for the period          27,688     27,058 
Interest paid                         (16,000)    (4,701) 
------------------------------------  --------  --------- 
Liability component of convertible 
 loans at 30 April 2016                193,363    181,675 
Other loans                                  -          - 
------------------------------------  --------  --------- 
Total borrowings                       193,363    181,675 
------------------------------------  --------  --------- 
Current liabilities                     16,000     16,000 
Non-current liabilities                177,363    165,675 
------------------------------------  --------  --------- 
                                       193,363    181,675 
------------------------------------  --------  --------- 
 

17. Share capital

 
                                          2016          2015 
                                        Number        Number 
---------------------------------  -----------  ------------ 
Authorised shares 
Ordinary shares of GBP0.001 each   771,428,935  571,428,935. 
Deferred shares of GBP0.049 each    16,439,210    16,439,210 
---------------------------------  -----------  ------------ 
Total                              787,868,145   587,868,145 
---------------------------------  -----------  ------------ 
 
 
                               2016       2016         2015       2015 
                             Number        GBP       Number        GBP 
----------------------  -----------  ---------  -----------  --------- 
Issued and fully paid 
Ordinary shares of 
 GBP0.001 each          691,428,935    691,429  571,428,935    571,429 
Deferred shares of 
 GBP0.049 each           16,439,210    805,521   16,439,210    805,521 
----------------------  -----------  ---------  -----------  --------- 
Total                                1,496,950               1,376,950 
----------------------  -----------  ---------  -----------  --------- 
 

Share issues

 
                                         Nominal 
                                           value 
Ordinary shares                  Number      GBP      GBP 
--------------------------  -----------  -------  ------- 
Issued shares on 30 April 
 2014                       164,255,215           164,255 
Issue of shares             407,173,720    0.001  407,174 
--------------------------  -----------  -------  ------- 
Issued shares on 30 April 
 2015                       571,428,935           571,429 
Issue of shares             120,000,000    0.001  120,000 
--------------------------  -----------  -------  ------- 
Issued ordinary shares on 
 30 April 2016              691,428,935           691,429 
--------------------------  -----------  -------  ------- 
 

On 1 February 2016 the following share issues took place:

   --   20,000,000 shares were issued for cash at 0.9p per share on the exercise of warrants. 

-- 100,000,000 shares were issued at 0.6p per share as deferred consideration in accordance with the amended agreement for the acquisition of Plutus Energy Limited.

18. Share premium account

 
Share premium account                             GBP 
------------------------------------------  --------- 
Balance at 30 April 2014                    4,523,159 
Premium arising on issue of equity shares   1,878,367 
Share issue expenses                         (67,450) 
------------------------------------------  --------- 
Balance at 30 April 2015                    6,334,076 
Premium arising on issue of equity shares     660,000 
Balance at 30 April 2016                    6,994,076 
------------------------------------------  --------- 
 

19. Share option and warrant reserve

 
                                 GBP 
---------------------------  ------- 
Balance at 30 April 2014      26,156 
Share-based payment charge    48,150 
---------------------------  ------- 
Balance at 30 April 2015      74,306 
Share-based payment charge    35,070 
---------------------------  ------- 
Balance at 30 April 2016     109,376 
---------------------------  ------- 
 

20. loan note equity reserve

 
                                                  GBP 
-------------------------------------------  -------- 
Balance at 30 April 2014                       19,664 
Transfer to retained losses on conversion 
 of loan stock                               (19,664) 
Arising on issue of convertible unsecured 
 loan stock                                    23,657 
-------------------------------------------  -------- 
Balance at 30 April 2015 and 30 April 2016     23,657 
-------------------------------------------  -------- 
 

21. Retained losses

 
                                                 GBP 
---------------------------------------  ----------- 
Balance at 30 April 2014                 (5,758,431) 
Comprehensive loss for the year          (1,311,427) 
Transfer from loan note equity reserve        19,664 
---------------------------------------  ----------- 
Balance at 30 April 2015                 (7,050,194) 
Comprehensive loss for the year            (407,776) 
---------------------------------------  ----------- 
Balance at 30 April 2016                   7,457,970 
---------------------------------------  ----------- 
 

22. Share options and warrants

Options

On 8 March 2013, options over, in aggregate, 14,310,000 ordinary shares of 0.1 pence were granted to the Directors of the Company. Each option carries the right to subscribe to one new Ordinary Share in the capital of the Company at a price of 0.675p per Ordinary Share, being the closing mid-market price of the Company's ordinary shares on 8 March 2013. These options vest over a period of three years from the date of the Grant, with a third of the options vesting on the first, second and third anniversaries of the Grant respectively. These options are exercisable for a period of ten years from the date of the Grant subject to the vesting conditions.

The fair value of the options was calculated using the Black-Scholes model and the Group recognised total expenses of GBP3,794 (2015: GBP10,150) related to the grant of these options during the year. The inputs to the Black-Scholes model were as follows:

   Grant date share price                                  0.675p 
   Exercise share price                                      0.675p 
   Risk free rate                                                    2.5% 
   Expected volatility                                         50% 
   Option life                                                          10 years 
   Calculated fair value per share                 0.420p 

The table below summarises the share options extant during the year:

 
Number                                   Number 
 of                                          of 
 options   Issued             Lapsed    options  Exercisable 
 at            in  Exercised      in         at        at 30 
 30 April     the     in the     the   30 April        April  Exercise    Vesting     Expiry 
 2015        year       year    year       2016         2016     price       date       date 
---------  ------  ---------  ------  ---------  -----------  --------  ---------  --------- 
3,180,000       -          -       -  3,180,000    3,180,000    0.675p  8.03.2014  8.03.2023 
3,180,000       -          -       -  3,180,000    3,180,000    0.675p  8.03.2015  8.03.2023 
3,180,000       -          -       -  3,180,000    3,180,000    0.675p  8.03.2016  8.03.2023 
---------  ------  ---------  ------  ---------  -----------  --------  ---------  --------- 
9,540,000       -          -       -  9,540,000    9,540,000    0.675p 
---------  ------  ---------  ------  ---------  -----------  --------  ---------  --------- 
 

Warrants

On 28 May 2015, warrants over, in aggregate, 30,075,207 ordinary shares of 0.1 pence were issued to Rockpool LLP, an advisor to the Company. Each warrant carries the right to subscribe for one new Ordinary Share in the capital of the Company at a price of 1.15p per ordinary share at any time between 27 May 2018 and 27 May 2021.

The fair value of the warrants was calculated using the Black-Scholes model and the Group recognised total expenses of GBP31,276 (2015: GBP38,000) related to the issue of these warrants during the year. The inputs to the Black-Scholes model were as follows:

   Grant date share price                                  0.8p 
   Exercise share price                                      1.15p 
   Risk free rate                                                    2% 
   Expected volatility                                         50% 
   Life of warrant                                                 6 years 
   Calculated fair value per share                 0.312p 

The table below summarises the share warrants extant during the year:

 
Number of                                                   Number of   Exercisable 
warrants at     Issued in     Exercised  Lapsed in the    warrants at   at 30 April  Exercise     Vesting 
30 April 2015    the year   in the year           year  30 April 2016          2016     price        date  Expiry date 
-------------  ----------  ------------  -------------  -------------  ------------  --------  ----------  ----------- 
40,000,000              -  (20,000,000)              -     20,000,000    20,000,000      0.9p  22.08.2014  *22.08.2016 
            -  30,075,207             -              -     30,075,207             -     1.15p  27.05.2018  27.05.2021 
-------------  ----------  ------------  -------------  -------------  ------------  --------  ----------  ----------- 
40,000,000     30,075,207  (20,000,000)              -     50,075,207    20,000,000 
-------------  ----------  ------------  -------------  -------------  ------------  --------  ----------  ----------- 
 

*On 1 August 2016, the expiry date of the 20,000,000 warrants, issued to Charles Tatnall and James Longley on 5 August 2014, was extended to 22 August 2017.

23. Financial instruments

Categories of financial instruments

 
                                        Carrying value 
                                      ------------------ 
                                           2016     2015 
                                            GBP      GBP 
------------------------------------  ---------  ------- 
Financial assets 
Investments designated as available 
 for sale on initial recognition      1,085,152  485,047 
Trade receivables                             -   30,000 
Cash and cash equivalents                22,608  320,485 
------------------------------------  ---------  ------- 
                                      1,107,760  835,532 
------------------------------------  ---------  ------- 
Financial liabilities at amortised 
 cost: 
Convertible unsecured loan notes        193,363  181,675 
Trade and other payables                102,938   48,130 
------------------------------------  ---------  ------- 
                                        296,301  229,805 
------------------------------------  ---------  ------- 
 

24. Risk management objectives and policies

The Group's finance function monitors and manages the financial risks relating to the operations of the Group. These risks include credit risk, liquidity risk and cash flow interest rate risk.

The Group seeks to minimise the effects of these risks, in accordance with the Group's policies approved by the Board of Directors, which provide written principles on interest rate risk, credit risk and the investment of excess liquidity. The Group does not enter into or trade financial instruments, including derivative financial instruments, for any purpose.

Capital management

The Group's objectives when managing capital are:

-- to safeguard the Group's ability to continue as a going concern, so that it continues to provide returns and benefits for shareholders;

   --   to support the Group's growth; and 
   --   to provide capital for the purpose of strengthening the Group's risk management capability. 

The Group 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 Group and capital efficiency, prevailing and projected profitability, projected operating cash flows, projected capital expenditures and projected strategic investment opportunities. The capital structure consists of capital and reserves and convertible loan notes, for capital management purposes.

Interest rate risk

The Group's exposure to interest rate risk is limited to the interest payable on the convertible unsecured loan notes, which are at fixed rates of interest.

Credit risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group.

The Group's principal financial assets are bank balances and cash and other receivables.

The credit risk on liquid funds is limited because the counterparties are banks with high credit ratings assigned by international credit rating agencies.

Liquidity risk

Ultimate responsibility for liquidity risk management rests with the Board of Directors. The Group manages liquidity risk by maintaining adequate reserves and banking facilities by continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities.

25. Notes to the cash flow statement

 
                                      Group                  Company 
                              ----------------------  ---------------------- 
                                   2016         2015       2016         2015 
                                    GBP          GBP        GBP          GBP 
----------------------------  ---------  -----------  ---------  ----------- 
Loss before tax               (407,776)  (1,311,427)  (405,426)  (1,268,355) 
Share-based compensation 
 charge                          35,070       48,150     35,070       48,150 
Loan note interest 
 charge                          27,688       27,058     27,688       27,058 
Shares issued in settlement 
 of fees 
 and bonuses                          -      330,000          -      330,000 
----------------------------  ---------  -----------  ---------  ----------- 
Operating cash flow 
 before movements 
 in working capital           (345,018)    (906,219)  (342,668)    (863,147) 
(Increase)/decrease 
 in receivables               (139,973)    (267,352)    103,637    (116,512) 
Increase in payables             21,886       51,857     18,212       47,778 
----------------------------  ---------  -----------  ---------  ----------- 
Net cash used in operating 
 activities                   (463,105)  (1,121,714)  (220,819)    (931,881) 
----------------------------  ---------  -----------  ---------  ----------- 
 

Cash and cash equivalents (which are presented as a single class of assets on the face of the balance sheet) comprise cash at bank and other short-term highly liquid investments with a maturity of three months or less.

26. Operating lease arrangements

The Group and Company as lessee

 
                                           2016    2015 
                                            GBP     GBP 
---------------------------------------  ------  ------ 
Minimum lease payments under operating 
 leases due within 1 year                41,400  36,000 
---------------------------------------  ------  ------ 
 

27. Related party transactions

During the year ended 30 April 2016, fees of GBP116,750 (2015: GBP107,334) were paid to Yum Management Limited in respect of Charles Tatnall's services as Executive Chairman. GBPnil (2015: GBP8,000) was owing at the year end to Yum Management Limited in respect of these fees.

During the year ended 30 April 2016, fees of GBP116,750 (2015: GBP107,058) were paid to Dearden Chapman Accountants Limited in respect of James Longley's services as Chief Financial Officer. GBPnil (2015: GBP8,000) was owing at the year end to Dearden Chapman Accountants Limited in respect of these fees.

During the year ended 30 April 2016, fees of GBP158,167 (2015: GBP87,668) were paid to PPT Capital Limited in respect of services rendered by Phil Stephens and Paul Lazarevic. Phil Stephens and Paul Lazarevic were both directors of PPT Capital Ltd during the year. GBPnil (2015: GBP16,000) was owing at the year end to PPT Capital Limited in respect of these fees. Also fees of GBP45,000 (2015: GBPnil) were paid to Helvic Limited in respect of services rendered by Paul Lazarevic, who was a director of Helvic Limited during the year. No amounts were due to Helvic Limited at either 30 April 3016 or 30 April 2015.

Also on 1 February 2016, following approval at the Company's AGM of an amendment to the acquisition agreement in respect of Plutus Energy Limited ("PEL") 50,000,000 shares were issued to each of Philip Stephens and Paul Lazarevic.

Remuneration of key management personnel

The remuneration of the Directors, who are the key management personnel of the Group, is set out below in aggregate for each of the categories specified in IAS 24 Related Party Disclosures. Further information about the remuneration of individual Directors is provided in the Directors' Remuneration Report.

 
                                  2016     2015 
                                   GBP      GBP 
-----------------------------  -------  ------- 
Short-term employee benefits   734,913  711,667 
-----------------------------  -------  ------- 
                               734,913  711,667 
-----------------------------  -------  ------- 
 

In addition to the information disclosed in Note 22, movement on warrants held by the Directors is as follows:

 
                                                             Charles 
                                         James Longley       Tatnall 
                   Exercise     Vesting         Number        Number 
                      price        date    of warrants   of warrants 
-----------------  --------  ----------  -------------  ------------ 
At 30 April 2014                                     -             - 
Granted in the 
 year                   0.9  22.08.2017     20,000,000    20,000,000 
-----------------  --------  ----------  -------------  ------------ 
At 30 April 2015                            20,000,000    20,000,000 
Exercised during 
 the year                                 (10,000,000)  (10,000,000) 
-----------------  --------  ----------  -------------  ------------ 
At 30 April 2016                            10,000,000    10,000,000 
-----------------  --------  ----------  -------------  ------------ 
 

On 1 February 2016, 10,000,000 shares were issued at 0.9p per share to each of Charles Tatnall and James Longley on the exercise of warrants. The aggregate of the amount of gains made by each director on the exercise of warrants is GBP20,000.

Transactions with subsidiary undertaking

The Company has made payments on behalf of its subsidiary undertaking PEL amounting to GBP244,519 (2015: GBP233,630) and PEL has charged the Company GBP443,750 (2015: GBP43,750) for consultancy services. At the year end there was an amount due by PEL to the Company of GBP434,399 (2015: GBP189,880) as disclosed in note 13.

28. Events after the YEAR END

The Company received planning permission for two 20MW flexible stand-by power generation sites in Ipswich. These sites are equity funded by Rockpool Investments LLP and in which we have a 44.5% interest. With planning permission now obtained for a total of 40MW at the sites in Ipswich, preparations for the civil construction phase of these projects can now commence. The sites will be eligible for prequalification to the Capacity Market and it is expected that power generation from these sites will commence in 2017.

**ENDS**

For further information, please visit www.plutuspowergen.com, or contact:

 
 Charles Tatnall   Plutus PowerGen Plc   Tel: +44 (0) 
                                          20 3705 8350 
----------------  --------------------  -------------- 
 Phil Stephens     Plutus PowerGen Plc   Tel: +44 (0) 
                                          20 3705 8352 
----------------  --------------------  -------------- 
 Ewan Leggat       SP Angel Corporate    Tel: +44 (0) 
                    Finance LLP           20 3470 0470 
----------------  --------------------  -------------- 
 Laura Harrison    SP Angel Corporate    Tel: +44 (0) 
                    Finance LLP           20 3470 0470 
----------------  --------------------  -------------- 
 Elisabeth         St Brides Partners    Tel: +44 (0) 
  Cowell            Ltd                   20 7236 1177 
----------------  --------------------  -------------- 
 Isabel de         St Brides Partners    Tel: +44 (0) 
  Salis             Ltd                   20 7236 1177 
----------------  --------------------  -------------- 
 

Notes to Editors

Plutus PowerGen plc is an AIM listed company focused on the development, construction and operation of flexible stand-by power generation sites in the UK. At present, the market dynamics for flexible power generation are positive as a result of the continued downward pressure on capacity available to National Grid to balance supply and demand, leading to their announcements about possible power shortages over the next few years.

Flexible Power generators such as PPG offer a viable and timely solution to the power capacity shortfall in the UK. To this end, PPG is initially focusing on delivering 200MW of capacity by the end of 2017 and currently has a project pipeline of potential development sites with 700MW of power generation capacity.

PPG has a straightforward multi-revenue stream model with large and stable counter-parties and is using project/EIS funding through SPVs to finance construction of the generation assets. This structure has the benefit of limiting dilution to plc shareholders as the assets are financed and built.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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