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PPG Plutus Powergen Plc

0.025
0.00 (0.00%)
17 Apr 2024 - Closed
Delayed by 15 minutes
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
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
0 0 N/A 0

Plutus PowerGen PLC Final Results (6929Q)

14/09/2017 7:00am

UK Regulatory


Plutus Powergen (LSE:PPG)
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TIDMPPG

RNS Number : 6929Q

Plutus PowerGen PLC

14 September 2017

Plutus PowerGen Plc / Ticker: PPG / Index: AIM

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 ('MAR'). Upon the publication of this announcement via a Regulatory Information Service ('RIS'), this inside information is now considered to be in the public domain.

14 September 2017

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 power generation facilities in the UK, announces its final results for the year ended 30 April 2017.

Highlights

-- Milestone year, with the commissioning of first site and generation of revenue in excess of GBP1.35 million

   --      Maiden profit before development site write-offs 

-- Commissioning and successful operation of first 20MW facility at Plymouth, with construction proceeding at five further facilities to be connected by year end

-- Including post year end, all Rockpool co-owned sites are either operating, in or about to commence construction, amounting to a total of 180MW

   --      Strategic shift to the development of higher margin gas operations - 80MW in planning 
   --      Post year end joint venture agreed to develop battery storage sites 

-- Positive outlook post Ofgem review, and favourable energy dynamic due to energy supply deficit and imbalances - UK power prices peaked above GBP1,500 per MW hour

-- Strong pipeline of future gas and battery sites expected to significantly increase revenue and profitability

Charles Tatnall, Executive Chairman of the Company, said: "We are delighted with the progress we have made as we look to build on our early successes in the FlexGen arena and expand our business model into gas powered generation and power storage. We are now at an inflection point with one site in operation and all nine of the Rockpool sites in, or about to commence, construction. With the development of higher margin gas sites, of which 80MW is already in planning, and further expansion into the energy storage arena, I am truly excited about the future. We remain extremely positive about the future for Plutus with the changes in UK power generation energy mix creating imbalances in supply and therefore market opportunities for our operations in FlexGen, Gas powered generation and power storage. We have a proven business model and are executing our strategy with further exciting opportunities in the pipeline."

Chairman's Statement

In a year that saw our first site become operational, I am pleased to report our maiden trading profits, indicating the viability of our business model and our confidence in our pipeline.

Key areas of focus

With the commissioning of our inaugural project in Plymouth in November 2016, I am delighted to report that we generated a maiden profit at the half year and a trading profit at the year end, before write offs with regard to irrecoverable disbursements for sites that are not going ahead for various reasons. Such reasons include planning permission not being achieved, overly expensive or impractical connections for a variety of reasons such as location expense or likely construction difficulties. Nevertheless, at the time of writing we now have all nine sites with Rockpool in various stages of development; one of which is operating, a further five are currently being built and should be operating by the New Year, with the balance to be built out in 2018. Our primary operational focus has therefore been on the continued execution and delivery of the nine sites equity funded by Rockpool Investments LLP of which we have a 44.5% interest in each.

As a complement to our green diesel projects, the group is now diversifying into gas fuelled power generation and battery powered energy storage projects, which may also be used in conjunction with SolarFlex and gas-powered generation sites. The management team has been working to develop and progress a pipeline of gas powered sites in which we intend to hold majority stakes of typically 80% but may also be joint ventures. We retain complete flexibility in financing projects going forward but aim to ensure that all future gas sites operated via new companies, typically holding 20MW each as before, are able to be consolidated in our accounts. With this in mind, we recently launched a GBP50 million bond advised by Bedford Row Capital, to be listed in Frankfurt, that is about to be marketed to investors. The bond is to fund the 'equity' portion of each site; each site has a typical capacity of 20MW, is held in a special purpose vehicle, and will normally have 20-40% of equity, with the balance funded with asset or project finance.

Market context

There has been some uncertainty in the market on account of regulatory reviews from DEFRA and Ofgem (read more in the Market Overview below). In light of these reviews and the proposed phasing out of Triad payments over the next three years, we have remodelled the existing businesses and future gas operated sites. We are still able to achieve a reasonable IRR for FlexGen projects and a very good IRR (well in excess of 20%) for all gas projects, which will likely operate for a longer number of hours per annum.

The underlying drivers of overall supply and demand for power have not changed, however, and we believe that the markets for STOR and FFR, for example, will firm over the coming years. The power supply mix to the National Grid will also mean that there will be many opportunities to trade electrons in future, due to the peaks and troughs in the market. Over winter 2016/17, Attune Energy Ltd (our site in Plymouth) could have earned c.GBP1.5-GBP1.8m by taking advantage of market prices when these spiked. Because of commitments to FFR, Triad and STOR, we have not always been able to take advantage of such fluctuations, but expect to be in a better position to do so with gas powered sites. Attune Energy operated very successfully during last winter with an above budget operating profit.

Strategy

In addition to our planned focus on installing gas engine capacity and the bond to finance this, we are looking at the use of power storage, i.e. batteries or capacitor technologies, in conjunction with our gas sites, which will open up FFR markets and other fast response tariffs to gas. Our strategy with respect to the green diesel sites is - alongside Rockpool - to either sell these after the end of the EIS qualification period or to make an offer for the 55.5% we do not already own. Our relationship with a leading Big Six multinational utility company to fund up to 20% of any 20MW renewable fuel or gas powered flexible energy projects going forward fits ideally with the Company's strategy to deliver projects in which it holds an 80% interest, and this relationship is envisaged to provide sufficient equity to allow PPG to develop majority owned assets while maintaining its policy of limiting dilution to shareholders as far as possible. It also gives us additional flexibility in funding our various project types going forward including Gas, SolarFlex and Battery Power Storage.

Dividend

We do not propose to pay a dividend as we plan to reinvest all internally generated funds for the foreseeable future.

Outlook

At the end of a busy and productive year, I wish to thank the staff and Directors for their valued contributions, as well as our partners and advisors, who provide invaluable support in developing our operations. In February 2017, we appointed Cantor Fitzgerald Europe as Nominated Advisor and Broker to the Company with whom we also look forward to a long and fruitful relationship.

We have a robust pipeline, with 240MW in the active pipeline (building, planned and expected planning) and a total pipeline of all types of generation and storage of around 700MW. In light of the foregoing, we view the year ahead with confidence, and look forward to securing planning permission on our pipeline of gas and battery sites and building out that portfolio over the coming years.

Charles Tatnall

Executive Chairman

13 September 2017

CHIEF EXECUTIVE'S REVIEW

We continue to roll out our model, which is designed to address fundamental market drivers and to be resilient in the face of current regulatory uncertainty.

Highlights

The last year saw the achievement of two related milestones for Plutus Powergen. Our first site - Attune Energy in Plymouth - came online in November 2016 and, as a result of meeting the three Triad periods, the site was profitable over the small number of hours it generated. Secondly, as a result of securing access to planning for the Rockpool sites, the Company was pleased to be able to report achieving our maiden trading profit before development site write offs at the year end.

We have made good progress with the installation of power generation projects, and will have 6 operational facilities representing 120MW of capacity by the end of 2017. We have the remaining three Rockpool sites with planning and anticipate having these built in time for next winter.

Further sites will be based on gas powered engines (see Strategy, below). We have submitted planning applications for 80MW of gas capacity, and have a total pipeline of gas, (mains and LNG), and battery sites of 700MW.

In last December's capacity auction, we were awarded Capacity Mechanism contracts for three 20MW sites and have entered a further eight sites for the next auction in February 2018.

Market context

There remains regulatory uncertainty in the market. In March 2017, Ofgem published a 'minded to' decision, which it confirmed recently. From the winter of 2020/21, this would reduce the embedded benefits received by distribution connected generators such as PPG to the residual charge. While this change settles down, there is concern among industry participants that price volatility will increase, which in turn will lead to higher energy prices. Additionally, third party analysis indicates that generators generating for the Triad market have acted to depress volatility over the winter - or peak demand - months. The effect of increased volatility over the winter months, when demand is high, increases the risk that energy prices will spike. While there is a price cap of GBP1,500/MWh, there are plans in place for this to be raised to GBP3,000 initially and then to GBP6,000 per MWh. This cost must either be absorbed by suppliers or passed on to the consumer, but we may be able to benefit from such spikes.

Despite Ofgem's decision, our returns are still anticipated to be at or above our base case projections. Any loss of Triad income is expected to be offset by firmer prices in the balancing markets as National Grid seeks to physically balance the grid and the market for flexible power as suppliers seek to balance their retail power books and mitigate energy price volatility.

The outcome of DEFRA's consultation on lower emissions limits was delayed by the general election until just recently, but we are confident of being able to comply with the proposed new rules without any material impact on investor returns. The proposed outcomes in relation to the transposition into UK law of the Medium Combustion Plant Directive (MCPD) will require us to fit selective catalytic reduction (SCR) or other measures to reduce the NOx from our green fuel fleet, but the cost of this is manageable. We continue to monitor and be involved in the consultation process.

National Grid launched a review in June of all markets which seeks to make the balancing markets in which we compete more dynamic and closer to real-time. Over the next 18 months National Grid plans to rationalise the number of markets they operate for balancing, and also be more transparent with the data and the way that they balance. They also want to make the markets more real time: a day ahead FFR market and STOR, and an in-day trading market around frequency response. They are consulting about shifting the market away from auctions to a traded market, to trade capacity in the same way as the market trades electrons. These changes will cement the role of local, reliable, flexible generation in the UK energy mix.

Notwithstanding this uncertainty and likely changes to the way that value will be distributed in the market, the fundamental drivers remain the same. Insufficient base load power generation capacity is being installed. No large gas power stations are being built, and still no nuclear, yet demand for energy is increasing and becoming more reliant on renewable sources to meet it. The proposed withdrawal of new petrol and diesel cars from the roads by 2040 will further increase demand for power for charging electric vehicles.

A key indicator of the importance of flexible generation is that energy suppliers are finding ever more inventive ways to access that capacity. These solutions range from innovative procurement arrangements, through to co-investment. Additionally, some suppliers are starting to develop innovative solutions, such as using existing energy market contracts to hypothecate or match up demand and supply, so consumers can be more certain of the price in a highly volatile market. This is a good thing for big power consumers or local communities that are a little off grid or can organise to capitalise on such opportunities, but the net effect is that the remaining market may become even more volatile, resulting in further separation between the energy rich and energy poor.

Objectives and strategy

Our original objective was to have 200MW of generating capacity within three years. By the end of this calendar year we will have 120MW installed and operational, and the remaining three renewable diesel sites operational in time for next winter. This means we will have achieved 180MW of renewable diesel sites - or 90% of our target - after four years, through some very challenging times from a regulatory and financing perspective.

Our most significant strategic shift is our decision to diversify into gas powered engines. We started this process in the new year, and now have 80MW of projects in planning and a further 120MW in the pre-planning stage. This means that we are aiming for around 200MW of gas-fired generation over the next two to three years, and we continue develop our overall pipeline of 700MW further.

There are several factors that favour gas for use in flexible generation:

   --      More hours of running 
   --      Lower levels of pollution, in terms of NOx, CO2 and CO, and SOx; 
   --      Negligible soot and particulate emissions, and no smoke or odour in exhaust gases; 
   --      Similar levels of efficiency as green fuel engines; 

-- Greater reliability, allowing higher maintenance intervals and thus reducing costs as well as waste oil;

   --      Reduced noise and vibration; 

-- The ability to operate on a wide range of gaseous fuels, from mains gas and LNG through to digester gas derived from the anaerobic digestion of sewage and other organic wastes.

Each gas-powered site, which will take approximately eight months to construct, is anticipated to generate an EBITDA of up to GBP3m per year when Capacity Mechanism payments commence.

With gas engines, the economics are such that they are able to run merchant to take advantage of peak prices as well as assist suppliers in managing volatility in their retail power books. Looking back over history, peak energy prices suggest these facilities would need to run in the range of 1200-1400 hours per year. Since volatility drives peak energy prices, these numbers may well increase.

We are beginning to look at hybrid technologies whereby both the gas and green fuel sites would be fitted with a storage (or exhaustible) capability, such as batteries. Combining firm and exhaustible generation on the same site allows us to compete in more real-time markets, which is the strategic direction in which National Grid is consulting to implement these markets. We will be piloting these technologies on our sites once we have established the economic and technical cases.

SolarFlex, which seeks to co-locate firm generation and intermittent generation sources, and investigate installing exhaustible generation to build 'real-world' operational data sets, remains part of our strategy however has been slower to come to fruition as prospective partners have not yet decided their preferred approach. We continue to explore this approach and remain confident we can demonstrate the value to solar operators as our hybrid sites establish themselves.

Outlook

We have a healthy pipeline, and will continue to progress with our strategy to develop, build, own and operate flexible generation capacity. The renewable green diesel sites for Rockpool are secured, with five to be connected by the end of the year and the remaining three by the end of next. We are beginning our gas journey with 80MW in planning with the aim to meet our initial target of 200MW. Although we are closing the chapter on renewable diesel fuel, we will seek to make those assets more valuable by retrofitting appropriate storage technology as it becomes economic.

Despite some regulatory question marks, we remain confident that our FlexGen model is a key part of the solution to the challenges ahead as a result of the structural changes to the UK's energy mix.

Phil Stephens

Chief Executive Officer

13 September 2017

SUSTAINABILITY

Our flexible, standby sites facilitate the UK's increasing reliance on renewable energy.

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

Our FlexGen facilities are anticipated to run for no more than 150 hours per year in 60-minute blocks of time during peak demand, and may not exceed 300 hours as a result of the commitments made in the planning permission process. Despite providing valuable standby generating capacity, each facility is expected to be switched off for more than 97% of the time, ensuring that annualised emissions are minimal. Our facilities will conform to all UK and EU air quality standards.

Our Rockpool co-investment power generation sites are fired with green renewable fuel from HVO (hydrogenated vegetable oil), which reduces the environmental impact and also stimulates the development of such fuels by providing a proven market. Relative to conventional diesel, this fuel eliminates sulphur oxides (SOx), reduces nitrogen oxides (NOx) by c.30% and reduces particulates.

We also continually evaluate other types of green fuel and look at technology to add to our generators to comply with the more stringent requirements associated with the incoming Medium Combustion Plant Directive.

OUR MARKET

Despite a considerable degree of regulatory uncertainty, the fundamental drivers of demand for flexible electricity generation remain, on account of structural changes to the UK's power generation mix.

Increasing volatility

As high carbon sources of energy continue to be retired, renewable power generation has come to account for close to 30% of the UK's energy supply. With the Government's commitment to closing all coal-fired power stations by 2025, and with new gas or nuclear power stations at least 10 to 15 years away from coming online, reliance on diverse and intermittent sources of energy embedded within the distribution network (notably wind and solar) is set to increase. The lower proportion of energy generated from reliable 'baseload' sources has led to increasing challenges in the balancing of supply and demand. As the energy mix changes, there is reduced availability of flexibility in the Balancing Mechanism, and/or this is becoming more costly to access.

Continuing tight capacity margins

Capacity margins - the difference between peak electricity demand and the capacity available to meet this - have become tighter in recent years. For winter 2016/17, National Grid continue to warn of tight margins and the volume procured in the Capacity Market remains sizeable. The scheduled closure of coal power stations, coupled with uncertainty and delays in respect of nuclear and gas sites, are likely only to exacerbate these issues.

Changing need for balancing services

As system operator, National Grid is responsible for ensuring that the UK electricity system has sufficient supply to match demand, and operates balancing services to continuously match supply to demand to avoid frequency distortions, brownouts or blackouts.

The current markets are complex, unclear and not future-proof, and not accessible to all potential providers. The changing energy mix and the increasing need for cost-effective flexibility means a review of the current markets is required.

As outlined in its System Needs and Product Strategy (SNAPS) proposal in June 2017, National Grid aims to have in place, by 2021, a smart, flexible system that harnesses all available energy sources - a simple, transparent marketplace for new and established providers and technology types. By simplifying balancing services and improving the sharing of information, the objective is to remove barriers to allow better use to be made of distributed energy sources.

National Grid also recently introduced an Enhanced Frequency Response market, 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 likely to complement, rather than remove demand from existing frequency response markets.

MARKET DRIVERS FAVOUR FLEXIBLE POWER GENERATION

In the context of the structural 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.

 
 Keeping the lights on   Network support 
                          -- 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 value to the consumer 
                          -- Derive all revenue 
                          through market-delivered 
                          processes 
                          -- Provide opportunity 
                          for reduced connection 
                          costs by sharing Grid 
                          connections with solar 
----------------------  ------------------------------- 
 Low carbon              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 
----------------------  ------------------------------- 
 

Unlike large power stations, which connect to the high voltage transmission grid, most flexible generating assets connect directly to local distribution networks. This is known as embedded generation, and confers several advantages that result in lower consumer bills, as well as generators earning a premium over wholesale electricity prices:

-- Reduced charges: Although embedded generation providers are subject to local distribution network fees, they avoid 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.

Embedded generation also 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 renewable generation 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.

OUR BUSINESS MODEL

Our multi-revenue stream model is founded upon the development of 20MW flexible generation facilities, funded through a combination of equity and asset finance via dedicated investments and 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 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 use established, reliable technology based on containerised generators, fired with renewable green fuel and - going forward - gas, and possibly in conjunction with battery storage or independent battery storage projects. Treated as embedded generation, our unmanned gensets supply the local low voltage distribution network and are switched on remotely, reaching full output, depending on generation power type, within 10-150 seconds. Each plant generally 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, we have limited medium-term dilution to existing holding company 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 44.5% 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%, however PPG may enter into joint ventures or other flexible financing options, the principle generally being that the accounts of each vehicle will be capable of consolidation into the group accounts.

KEY RELATIONSHIPS AND STAKEHOLDERS IN OUR BUSINESS

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 identify suitable sites across the UK.

Land owners: we are able to secure attractive sites through our relationships with land owners such as London & Devonshire Trust, with whom we also have a battery storage Joint Venture, and Associated British Ports.

Reliance Energy: we have an established relationship with Reliance Energy, who is working with us to secure sites for gas engines and SolarFlex.

Funding

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

Banks: we have strong relationships with a number of banks and other financial institutions to provide debt financing, including JCB.

Third party investors: we continue to work with other potential and credible investors, including a 'Big 6' utility group with whom we agreed an indicative partnership to fund 20% of future projects.

Investors: PPG was readmitted to AIM in August 2014 to capitalise on the opportunity in flexible power generation and intends to raise further funding from a GBP50m bond issue to enable us to develop further sites.

Connections and Contracts

National Grid: we will secure STOR and FFR contracts with National Grid for our facilities, and we have secured Capacity Market contracts for five sites and are applying for a further eight sites in the Capacity Market Auction in February 2018. We are also entering T-1 CM auction for the 6 facilities that will be operational by 1st October 2018.

Energy suppliers: we have negotiated Power Purchase Agreements (PPAs) with two national suppliers.

Connection business: we have relationships with a number of connection businesses with regard to connections on our sites and the contestable and non-contestable connection costs.

HOW WE CREATE VALUE

Our model is based upon multiple revenue streams. The current mechanisms for generating revenue from power sales are outlined in the table below. Although the precise mechanisms are subject to review as part of National Grid's consultation into Systems Needs and Product Strategy, the strategic importance of flexible generation means that the outcome is thought unlikely to be unfavourable to embedded power generators. The consultation is scheduled for completion by the end of 2018.

Aside from earning revenue from the supply energy, we have a management contract with each Rockpool investor-funded site, which generates revenue of GBP150,000 per site per year. Under the terms of these contracts, we manage the asset, from identifying the site, obtaining planning permission, to managing the connection, construction and operation of the plant.

Sources of revenue from energy supply:

 
 Mechanism        Overview                                    Counterparty 
 STOR             The Short-Term Operating Reserve            National 
                   is a mechanism used by National             Grid 
                   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   FFR is a service procured by                National 
  Response         National Grid to manage system              Grid 
  (FFR)            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. 
                   The addition of exhaustible 
                   (battery) power to PPG's generators 
                   would allow access to the dynamic 
                   FFR market, where energy changes 
                   in line with system frequency. 
 Triad            Triad is the scheme under which             Energy 
                   the National Grid charges energy            Suppliers 
                   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. 
                   Ofgem's 'minded to' decision 
                   of June 2017 will see Triad 
                   benefits earned by small embedded 
                   generators such as PPG reduced 
                   to close to zero by the winter 
                   of 2020/21, effectively reducing 
                   over four years as to 100%, 
                   66%, 33% and zero. There are 
                   likely, however, to be residual 
                   payments which could amount 
                   to up to 20% of the original 
                   Triad which will still make 
                   it a worthwhile income stream. 
                   This is not budgeted for in 
                   our remodelled projections post 
                   the 'minded to' decision 
 Power Purchase   This is simply sales of generated           Energy 
  Agreements       power; when operating with an               Suppliers 
  (PPA)            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         To ensure long-term security                UK Government 
  Market           of supply, the Capacity Market              (via National 
                   provides financial incentives               Grid) 
                   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. 
 

Investment Case

We have addressed the financing and costs of FlexGen sites before and below demonstrates the projected costs and illustrative returns that may be achieved from a typical gas site:

   Component/activity                                        Approx % of total costs 
   Planning and site assembly                              5-10% 
   Electrical equipment and storage                    25-30% 
   Gas connection/supply                                     5-10% 
   Civil engineering/construction                        25-30% 
   Generators                                                            25-30% 

Financial Information

Standard Projected Financials for a single 20MW Gas site:

 
 Full Year (GBP'000)        1       2       3       4       5 
---------------------  ------  ------  ------  ------  ------ 
 Turnover               2,454   4,489   4,754   5,285   6,192 
 EBITDA                 1,192   2,311   2,508   2,973   3,826 
 Cash flow              1,192   2,312   2,306   2,754   3,605 
 

There are significant and detailed assumptions behind these projections which have been reviewed and modelled by banks and financial institutions willing to lend to our projects. These projections have satisfied their own internal tests with regard to their sensitivity modelling and provide third party validation of our detailed model.

Financial projections for 10 new gas sites funded from GBP50m bond or other funding (100% owned):

 
 Full Year   No of Sites           EBITDA 
----------  ------------  --------------- 
 1           3               GBP3,576,689 
 2           6              GBP10,511,445 
 3           9              GBP18,034,178 
 4           10             GBP24,567.293 
 

The potential for the group to generate excellent returns and cash flow is clearly demonstrated above.

OUR STRATEGY

We have continued to make progress against our strategic priorities. We will achieve 90% of our goal to reach 200MW of flexible generation by the end of 2017, a significant achievement given the fast-evolving market in which we operate and the evolution of our business model towards gas power generation and battery storage.

 
 Strategic Priority            Progress 
 Bring online standalone       Green Fuel 
  FlexGen sites                 The facility in Plymouth 
  - Nine Rockpool-funded        came online in November 
  investee company green        2016. By the end of 2017 
  diesel sites                  we will have 120MW of operational 
                                capacity, and the remaining 
                                three sites already have 
                                secured planning permission. 
                                Rockpool has indicated 
                                that they will realise 
                                their investment in the 
                                nine flexgen sites when 
                                the EIS qualification period 
                                expires. This will give 
                                us the opportunity to make 
                                an offer for the shares 
                                we do not own or sell our 
                                shares in each site alongside 
                                Rockpool 
 - Majority-owned (non-EIS)    80MW of gas powered sites 
  gas powered sites             are at the planning stage, 
                                and we have a further 160MW 
                                in the pipeline. 
                                Our goal is to develop 
                                at least four sites per 
                                year. 
 Derive revenue from           As well as from the secured 
  multiple sources              management contracts for 
                                each Rockpool site, we 
                                generate income in our 
                                investments from different 
                                markets for flexible power, 
                                although the precise nature 
                                of these may be subject 
                                to regulatory change. 
                                Triad: Our Plymouth site 
                                earned attractive returns 
                                by hitting three Triad 
                                periods since becoming 
                                operational in November 
                                2016. If Ofgem's 'minded 
                                to' decision is implemented, 
                                this would reduce the Triad 
                                benefit received by small 
                                embedded generators such 
                                as PPG to close to zero 
                                from the winter of 2020/21. 
                                Capacity Market: PPG has 
                                been awarded a total of 
                                five Capacity market contracts 
                                for 15 years and one annual 
                                contract to date. This 
                                year the Company is applying 
                                for eight 15-year contracts 
                                (four FlexGen and four 
                                Gas) and six one-year contracts 
                                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 facilities. 
 Continue to pursue            We intend to own majority 
  our limited dilution          stakes (typically 80%) 
  investment model, holding     in individual entities 
  majority stakes in            for future development 
  non-EIS funded, standalone    sites. With that objective, 
  flexible generation           we are in the process of 
  sites with outside            raising GBP50 million gross 
  investors where attractive    through the issue of a 
                                7% five-year bond issue 
                                to be listed in Frankfurt. 
                                The net proceeds of this 
                                will - in conjunction with 
                                our existing cash resources 
                                and asset finance - be 
                                used to assist in the development 
                                of ten 20MW gas powered 
                                flexible generation sites. 
 Explore viability of          Over the medium to longer-term, 
  battery, capacitor            our strategy is to explore 
  or inertial energy            commercialisation of storage 
  storage                       technologies on our green 
                                fuel, SolarFlex and gas 
                                sites, to compete in more 
                                real-time markets and allow 
                                us to access potentially 
                                more attractive returns. 
 Progress SolarFlex            We have held promising 
  sites (co-located solar       talks with several solar 
  and                           farm operators to establish 
  FlexGen facilities)           SolarFlex sites (with shared 
                                connections for solar and 
                                non-intermittent generators) 
                                and are awaiting their 
                                response. 
 

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 2017 is our second full year of operations in the business of the development and operation of flexible energy generation projects, which play a crucial role in the changing UK energy mix as renewable generation replaces carbon intensive generation. 2017 has been a year of continued progress for the Group in the execution of its business plan. Throughout the year we had nine management contracts in place with Rockpool investee companies, each generating GBP150,000 per annum of fee income which represented an annualised fee income of GBP1,350,000 for the year ended 30 April 2017.

In addition to the nine Rockpool companies, we continue to make progress towards the Company's plan to add further capacity in the form of gas powered generation sites, with 80MW in planning, a further 120-150MW of viable gas sites in the pipeline for next year and circa 80MW of battery storage schemes in conjunction with LDT. Each site will be a subsidiary of the Company and will ordinarily hold up to 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 at least 80%. Our relationship with a leading Big Six multinational utility company to fund up to 20% of any 20MW renewable fuel or gas powered flexible energy projects going forward fits ideally with the Company's strategy to deliver projects and will provide us with extra financing flexibility. Such 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.

The Company has recently launched a GBP50 million (gross) five-year 7% bond, listed in Frankfurt, to give maximum flexibility to the suite of funding options available to it. The bond, once fully funded, will enable the Company to build up to a further ten new majority owned sites, which together with the Big Six multinational utility company, assists in maximising our financing capability and flexibility. We will be in a good financial position to develop the majority owned portfolio of gas powered, solarflex and battery storage sites.

During the year under review the Group increased its revenue to GBP1,350,000 (2016: GBP887,500), a rise of 52%, from the award of management contracts from the Rockpool investee companies. These fees are expected to continue under current management contracts at an annualised rate of GBP1.35 million in future periods. Plutus Energy Limited, our 100% owned operating subsidiary, will earn management fees from all future sites, in addition to our existing portfolio. Administrative expenses have increased marginally to GBP1,292,700 (2016: GBP1,187,998). There are other operating expenses of GBP236,164 (2016: GBP79,590) in the year under review. These relate to write offs of expenses disbursed for sites not going forward for various reasons. There will be no further write offs with regard to Rockpool co-investee companies as all nine sites are now allocated and are in various stages of construction and development. Sites may continue to be pursued which do not go forward for various reasons but we expect to be able to minimise such write offs in the future. Because of these write offs the Group has made a loss after taxation of GBP201,501 (2016: GBP407,776) and consequently the basic and diluted loss per share from continuing operations was 0.03p (2016: 0.07p). However, if we discount the other non-recurring operating expenses attributable to site construction not proceeding, the Group would have made a maiden profit for the year ended 30 April 2017 of GBP34,663 (2016: Loss of GBP328,186), a positive turnaround in pro forma net profits of GBP362,849.

After the year end, James Longley and Charles Tatnall each exercised 10,000,000 warrants in the Company with a net cash benefit of GBP180,000. In addition, a new Group share option scheme was implemented after the financial year end. The 2017 Share Option Scheme is designed to incentivise the Directors as Plutus changes direction towards gas, solarflex and battery powered flexgen projects, of which the Company has an overall 700MW pipeline. This is the first share option scheme to be implemented since the reverse acquisition of Plutus Energy Limited in August 2014. Since then, minimal shareholder dilution has been incurred as a result of external equity financing as the Company has ensured that the ongoing development of the Rockpool funded portfolio of 180MW of FlexGen sites have been financed entirely through external equity and debt thus far.

Post year end, the Company granted an aggregate of 60,000,000 share options with an exercise price of 1.485p pursuant to the 2017 Share Option Scheme, all vesting in three equal annual instalments. 15,000,000 Options were granted to each of Paul Lazarevic, James Longley, Phil Stephens and Charles Tatnall on 18 May 2017. Charles Tatnall and James Longley also each hold 4,770,000 existing share options, which were awarded prior to the reverse acquisition of Plutus Energy. All of the Directors have indicated that they will not sell any shares that they hold for at least the next eighteen months. Following the issue of options and exercise of warrants, there are a total of 69,540,000 options in the Company outstanding, representing approximately 9.8% of the Company's issued share capital.

Cash was GBP71,609 at the year-end (2016: GBP22,608). Trade and other payables increased to GBP229,635 (2016: GBP166,288), due largely to the increased level of activity, particularly with regard to the site planning, lease and connection processes. Our ongoing overheads will be covered by management fees. In addition to which we will have the proceeds from the bond raise coming in to fund new sites and generate further management fees together with the consolidated operations. Overall, the Company is in a good situation financially and will continue to manage cash flow, accounts receivable and accounts payable in a fair and reasonable manner within the Group resources.

Group net assets at the year-end were GBP995,864 (2016: GBP1,166,089), a decrease of GBP170,225 (14.6%) due to net losses in the year generated from other operating costs from site costs written off.

Key Performance Indicators

The key performance indicators are set out below:

 
                                                      Change 
                                    2017        2016       % 
--------------------------  ------------  ----------  ------ 
Turnover                    GBP1,350,000  GBP887,500    +52% 
Cash and cash equivalents      GBP71,609   GBP22,608   +217% 
Closing share price                1.23p      0.925p    +33% 
Earnings per share               (0.03)p     (0.07)p    +57% 
--------------------------  ------------  ----------  ------ 
 

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

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 GBP71,609 and net current liabilities of GBP89,288 as at 30 April 2017, and incurred a loss of GBP201,501 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. In addition future plans for the Group will be funded externally through a mix of debt and equity financing. So 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.

James Longley

Director

13 September 2016

Group Statement of Comprehensive Income

For the year ended 30 April 2017

 
                                                2017         2016 
                                   Note          GBP          GBP 
---------------------------------  ----  -----------  ----------- 
Continuing operations 
Revenue                                    1,350,000      887,500 
---------------------------------  ----  -----------  ----------- 
Gross profit                               1,350,000      887,500 
 
Administrative expenses                  (1,292,700)  (1,187,998) 
Other operating expenses            8      (236,164)     (79,590) 
---------------------------------  ----  -----------  ----------- 
Operating loss                             (178,864)    (380,088) 
Interest charge on loan note        17      (22,637)     (27,688) 
---------------------------------  ----  -----------  ----------- 
Loss before tax                     6      (201,501)    (407,776) 
Tax                                 9              -            - 
---------------------------------  ----  -----------  ----------- 
Net loss attributable to equity 
 holders of the Company 
 and total comprehensive loss              (201,501)    (407,776) 
---------------------------------  ----  -----------  ----------- 
Earnings per share (pence per 
 share): 
Basic and diluted loss per share 
 from continuing 
 and total operations               10       (0.03)p      (0.07)p 
---------------------------------  ----  -----------  ----------- 
 

There are no items of other comprehensive income.

The Company has elected to take the exemption under section 408 of the Companies Act 2006 not to present the parent company pro t and loss account. The total comprehensive income for the parent company for the year was GBP35,987 (2016: loss GBP389,426).

Group Statement of Changes in Equity

For the year ended 30 April 2017

 
                                          Share  Loan note 
                     Share      Share    option     equity     Retained 
                   capital    premium   reserve    reserve       losses      Total 
                       GBP        GBP       GBP        GBP          GBP        GBP 
---------------  ---------  ---------  --------  ---------  -----------  --------- 
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 
---------------  ---------  ---------  --------  ---------  -----------  --------- 
Comprehensive 
 income for 
 the year                -          -         -          -    (201,501)  (201,501) 
Credit to 
 equity in 
 respect of 
 share-based 
 compensation 
 charge                  -          -    31,276          -            -     31,276 
At 30 April 
 2017            1,496,950  6,994,076   140,652     23,657  (7,659,471)    995,864 
---------------  ---------  ---------  --------  ---------  -----------  --------- 
 

Company Statement of Changes in Equity

For the year ended 30 April 2017

 
                                          Share  Loan note 
                     Share      Share    option     equity     Retained 
                   capital    premium   reserve    reserve       losses      Total 
                       GBP        GBP       GBP        GBP          GBP        GBP 
---------------  ---------  ---------  --------  ---------  -----------  --------- 
At 30 April 
 2015            1,376,950  6,334,076    74,306     23,657  (7,007,122)    801,867 
Comprehensive 
 income for 
 the year                -          -         -          -    (389,426)  (389,426) 
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  (7,396,548)  1,227,511 
---------------  ---------  ---------  --------  ---------  -----------  --------- 
Comprehensive 
 income for 
 the year                -          -         -          -       35,987     35,987 
Credit to 
 equity in 
 respect of 
 share-based 
 compensation 
 charge                  -          -    31,276          -            -     31,276 
At 30 April 
 2017            1,496,950  6,994,076   140,652     23,657  (7,360,561)  1,294,774 
---------------  ---------  ---------  --------  ---------  -----------  --------- 
 

Group and Company Statements of Financial Position

For the year ended 30 April 2017

 
                                                  Group                    Company 
                                         ------------------------  ------------------------ 
                                                2017         2016         2017         2016 
                                   Note          GBP          GBP          GBP          GBP 
---------------------------------  ----  -----------  -----------  -----------  ----------- 
Non-current assets 
Goodwill                             13    1,085,000    1,085,000            -            - 
Investments in 
 subsidiaries                        11            -            -    1,098,333    1,085,000 
Investments                          12          152          152          152          152 
---------------------------------  ----  -----------  -----------  -----------  ----------- 
                                           1,085,152    1,085,152    1,098,485    1,085,152 
---------------------------------  ----  -----------  -----------  -----------  ----------- 
Current assets 
Trade and other 
 receivables                         14      268,738      417,980      455,871      473,929 
Cash and cash equivalents            15       71,609       22,608       71,609       20,375 
---------------------------------  ----  -----------  -----------  -----------  ----------- 
                                             340,347      440,588      527,480      494,304 
---------------------------------  ----  -----------  -----------  -----------  ----------- 
Total assets                               1,425,499    1,525,740    1,625,965    1,579,456 
Current liabilities 
Trade and other 
 payables                            16    (229,635)    (166,288)    (131,191)    (158,582) 
Borrowings                           17    (200,000)     (16,000)    (200,000)     (16,000) 
---------------------------------  ----  -----------  -----------  -----------  ----------- 
                                           (429,635)    (182,288)    (331,191)    (174,582) 
---------------------------------  ----  -----------  -----------  -----------  ----------- 
Net current (liabilities)/assets            (89,288)      258,300      196,289      306,389 
---------------------------------  ----  -----------  -----------  -----------  ----------- 
Non-current liabilities 
Borrowings                           17            -    (177,363)            -    (177,363) 
---------------------------------  ----  -----------  -----------  -----------  ----------- 
Total liabilities                          (429,635)    (359,651)    (331,191)    (351,945) 
---------------------------------  ----  -----------  -----------  -----------  ----------- 
Net assets                                   995,864    1,166,089    1,294,774    1,227,511 
---------------------------------  ----  -----------  -----------  -----------  ----------- 
Equity 
Share capital                        18    1,496,950    1,496,950    1,496,950    1,496,950 
Share premium account                19    6,994,076    6,994,076    6,994,076    6,994,076 
Share option and 
 warrant reserve                     20      140,652      109,376      140,652      109,376 
Loan note equity 
 reserve                             21       23,657       23,657       23,657       23,657 
Retained losses                      22  (7,659,471)  (7,457,970)  (7,360,561)  (7,396,548) 
---------------------------------  ----  -----------  -----------  -----------  ----------- 
Equity attributable 
 to owners of the 
 Company                                     995,864    1,166,089    1,294,774    1,227,511 
---------------------------------  ----  -----------  -----------  -----------  ----------- 
 

The financial statements of Plutus PowerGen plc, registered number 5859612, were approved by the Board of Directors and authorised for issue on 13 September 2017. They were signed on its behalf by:

James Longley

Director

Group and Company Statements of Cash Flow

For the year ended 30 April 2017

 
                                         Group               Company 
                                  -------------------  ------------------- 
                                      2017       2016      2017       2016 
                            Note       GBP        GBP       GBP        GBP 
--------------------------  ----  --------  ---------  --------  --------- 
Net cash generated 
 by/(used in) operating 
 activities                   26    65,001  (461,772)    38,038  (203,486) 
--------------------------  ----  --------  ---------  --------  --------- 
Investing activities 
Investment in associated 
 undertakings                            -      (105)         -      (105) 
Net repayments 
 by/(advances to) 
 subsidiary undertaking                  -          -    29,196  (260,519) 
--------------------------  ----  --------  ---------  --------  --------- 
Net cash generated 
 from/(used in) 
 investing activities                    -      (105)    29,196  (260,624) 
--------------------------  ----  --------  ---------  --------  --------- 
 
Financing activities 
Proceeds of share 
 issues                                  -    180,000         -    180,000 
Interest paid                     (16,000)   (16,000)  (16,000)   (16,000) 
--------------------------  ----  --------  ---------  --------  --------- 
Net cash (used 
 in)/generated from 
 financing activities             (16,000)    164,000  (16,000)    164,000 
--------------------------  ----  --------  ---------  --------  --------- 
Net increase/(decrease) 
 in 
 cash and cash 
 equivalents                        49,001  (297,877)    51,234  (300,110) 
Cash and cash equivalents 
 at beginning of 
 year                               22,608    320,485    20,375    320,485 
--------------------------  ----  --------  ---------  --------  --------- 
Cash and cash equivalents 
 at end of year               15    71,609     22,608    71,609     20,375 
--------------------------  ----  --------  ---------  --------  --------- 
 

Notes to the Financial Statements

For the year ended 30 April 2017

   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 given on page 41 of the full Report & Accounts. The nature of the Group's operations and its principal activities are set out in the Strategic Report on pages 13 to 14 of the full Report & Accounts and in the Chairman's Statement on pages 2 to 3.

These financial statements are prepared on a going concern basis and 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 preparation

The consolidated 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.

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.

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.

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 measured at the fair value of the consideration received or receivable.

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 Group 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) 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 GBP71,609 and net current liabilities of GBP89,288 as at 30 April 2017, and incurred a loss of GBP201,501 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. In addition future plans for the Group will be funded externally through a mix of debt and equity financing, which at the time of signing the accounts had not yet been completed. So whilst there are uncertainties, 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.

(ii) 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 23.

(i) Impairment of goodwill

Determining whether goodwill is impaired required an estimation of the value in use of the cash-generating units to which goodwill has been allocated. The value in use calculation requires the directors to estimate the future cash flows expected to arise from the cash-generating unit and a suitable discount rate in order to calculate present value. Where the future cash flows are less than expected, a material impairment loss may arise.

   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 investment in the natural resources sector.

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:

 
                                            2017     2016 
                                             GBP      GBP 
---------------------------------------  -------  ------- 
Operating lease expense in respect 
 of property                              75,426   63,839 
Employee costs - including share-based 
 compensation costs 
 (see note 7)                            738,354  766,010 
---------------------------------------  -------  ------- 
 

The analysis of auditors' remuneration is as follows:

 
                                            2017    2016 
                                             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) 
 
                                                 2017     2016 
                                                  GBP      GBP 
--------------------------------------------  -------  ------- 
Salaries and fees                             733,672  752,091 
Employee share option charge                        -    3,794 
Employer's national insurance contributions     4,682   10,125 
--------------------------------------------  -------  ------- 
                                              738,354  766,010 
--------------------------------------------  -------  ------- 
 

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 (2016:4).

Details of Directors' remuneration and gains on the exercise of share options can be found in the section of the Directors' Remuneration Report of the full Report & Accounts.

   8.    OTHER OPERATING EXPENSES 
 
                                           2017    2016 
                                            GBP     GBP 
--------------------------------------  -------  ------ 
Pre-planning project expenses written 
 off                                    236,164  79,590 
                                        236,164  79,590 
--------------------------------------  -------  ------ 
 
   9.    Tax 
 
              2017  2016 
               GBP   GBP 
------------  ----  ---- 
Current tax      -     - 
Deferred tax     -     - 
------------  ----  ---- 
                 -     - 
------------  ----  ---- 
 

Corporation tax is calculated at 20% (2016: 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

 
                                         2017       2016 
                                          GBP        GBP 
----------------------------------  ---------  --------- 
Loss before tax                     (201,501)  (405,426) 
----------------------------------  ---------  --------- 
Tax at UK corporation tax rate of 
 20% (2016: 20%)                     (40,300)   (81,085) 
Effects of: 
Expenses not deductible for tax 
 purposes                               8,161     10,650 
Tax losses carried forward             32,139     70,435 
----------------------------------  ---------  --------- 
Total tax charge                            -          - 
----------------------------------  ---------  --------- 
 

Deferred tax assets of approximately GBP494,000 (2016: GBP458,000) have not been recognised as the Directors consider there to be insufficient evidence that the assets will be recovered.

10. 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.

 
                                                 2017         2016 
Loss                                              GBP          GBP 
----------------------------------------  -----------  ----------- 
Loss for the purposes of basic and 
 diluted earnings per share: 
 Continuing and total operations            (201,501)    (405,426) 
----------------------------------------  -----------  ----------- 
Number of shares                               Number       Number 
----------------------------------------  -----------  ----------- 
Weighted average number of ordinary 
 shares for the purposes of basic 
 and diluted loss per share               691,428,935  602,254,768 
----------------------------------------  -----------  ----------- 
Earnings per share - basic and diluted, 
 pence per share                               (0.03)       (0.07) 
----------------------------------------  -----------  ----------- 
 

11. 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 
                                                     12) 
                                                    Electricity 
                      England and                    generation 
LF Flexgen Limited     Wales              100%       (dormant) 
                                                    Electricity 
                      England and                    generation 
KI Power Limited       Wales              100%       (dormant) 
                                                    Electricity 
                      England and                    generation 
FC Powergen Limited    Wales              100%       (dormant) 
                                                    Electricity 
                      England and                    generation 
NRS Power Limited      Wales              100%       (dormant) 
                                                    Electricity 
                      England and                    generation 
GW Power Limited       Wales              80%        (dormant) 
 

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

 
                                         2017       2016 
                                          GBP        GBP 
----------------------------------  ---------  --------- 
At 1 May                            1,085,000    485,000 
Reclassification of investment in 
 Plutus Energy Limited                 13,333          - 
Purchase of investments                     -    600,000 
----------------------------------  ---------  --------- 
At 30 April                         1,098,333  1,085,000 
----------------------------------  ---------  --------- 
 

12. 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 in the full Report & Accounts.

 
                                    2017  2016 
Level 3 investments                  GBP   GBP 
----------------------------------  ----  ---- 
Brought forward                      152    47 
Purchase of investments (see note 
 below)                                -   105 
----------------------------------  ----  ---- 
                                     152   152 
----------------------------------  ----  ---- 
 

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 
Flexible Generation   England and                   Electricity 
 Limited               Wales             44.5%       generation 
Balance Power         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 
 

13. Goodwill

 
                                          2017       2016 
                                           GBP        GBP 
-----------------------------------  ---------  --------- 
Brought forward                      1,085,000    485,000 
On issue of deferred consideration 
 shares (Note 18)                            -    600,000 
-----------------------------------  ---------  --------- 
Carried forward at 30 April 2017     1,085,000  1,085,000 
-----------------------------------  ---------  --------- 
 

Goodwill arises on acquisition of a 100% of the equity of Plutus Energy Limited ("PEL").

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 12% per annum.

Cash flows beyond the five-year period are extrapolated using the estimated growth rates of 10% which is based on the average growth for 5 years covered by the projections. 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.

The Directors have reviewed the carrying value of goodwill as at 30 April 2017 and consider that no impairment provision is required.

The Directors continue to review goodwill on an on-going basis and where necessary in future periods will request external valuations to further support the valuation basis.

14. Trade and other receivables

 
                                   Group            Company 
                              ----------------  ---------------- 
                                 2017     2016     2017     2016 
                                  GBP      GBP      GBP      GBP 
----------------------------  -------  -------  -------  ------- 
Trade receivables              28,339        -        -        - 
Amounts due from subsidiary 
 undertakings                       -        -  407,870  437,066 
Expenses rechargeable 
 to operating entities        192,398  394,450        -        - 
Other receivables              24,633    4,600   24,633    4,600 
Prepayments and accrued 
 income                        23,368   18,930   23,368   18,930 
----------------------------  -------  -------  -------  ------- 
                              268,738  417,980  455,871  457,929 
----------------------------  -------  -------  -------  ------- 
 

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

15. Cash and cash equivalents

 
                                Group          Company 
                            --------------  -------------- 
                              2017    2016    2017    2016 
                               GBP     GBP     GBP     GBP 
--------------------------  ------  ------  ------  ------ 
Cash and cash equivalents   71,609  22,608  71,609  20,375 
--------------------------  ------  ------  ------  ------ 
                            71,609  22,608  71,609  20,375 
--------------------------  ------  ------  ------  ------ 
 

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.

16. Trade and other payables

 
                             Group            Company 
                        ----------------  ---------------- 
                           2017     2016     2017     2016 
                            GBP      GBP      GBP      GBP 
----------------------  -------  -------  -------  ------- 
Trade payables          135,524   82,665   56,341   74,959 
Other payables           19,361   20,273      100   20,273 
Accruals and deferred 
 income                  74,750   63,350   74,750   63,350 
----------------------  -------  -------  -------  ------- 
                        229,635  166,288  131,191  158,582 
----------------------  -------  -------  -------  ------- 
 

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.

17. 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. In December 2016, the terms of the loan were amended so that the loan notes are repayable on demand.

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 Directors estimate the fair value of the liability component of the loan notes at 30 April 2017 to be approximately GBP200,000 (2016: GBP193,363). This fair value has been calculated by discounting the future cash flows at the market rate of 8%.

 
                                          2017      2016 
                                           GBP       GBP 
------------------------------------  --------  -------- 
Liability component brought forward    193,363   181,675 
Interest charge for the period          22,637    27,688 
Interest paid                         (16,000)  (16,000) 
------------------------------------  --------  -------- 
Liability component of convertible 
 loans at 30 April 2017                200,000   193,363 
Other loans                                  -         - 
------------------------------------  --------  -------- 
Total borrowings                       193,363   193,363 
------------------------------------  --------  -------- 
Current liabilities                    200,000    16,000 
Non-current liabilities                      -   177,363 
------------------------------------  --------  -------- 
                                       200,000   193,363 
------------------------------------  --------  -------- 
 

18. Share capital

 
                               2017       2017         2016       2016 
                             Number        GBP       Number        GBP 
----------------------  -----------  ---------  -----------  --------- 
Issued and fully paid 
Ordinary shares of 
 GBP0.001 each          691,428,935    691,429  691,428,935    691,429 
Deferred shares of 
 GBP0.049 each           16,439,210    805,521   16,439,210    805,521 
----------------------  -----------  ---------  -----------  --------- 
Total                                1,496,950               1,496,950 
----------------------  -----------  ---------  -----------  --------- 
 

Share issues

 
                                         Nominal 
                                           value 
Ordinary shares                  Number      GBP      GBP 
--------------------------  -----------  -------  ------- 
Issued shares on 30 April 
 2015                       571,428,935    0.001  571,429 
Issue of shares             120,000,000    0.001  120,000 
--------------------------  -----------  -------  ------- 
Issued ordinary shares on 
 30 April 2016 
 and 30 April 2017          691,428,935    0.001  691,429 
--------------------------  -----------  -------  ------- 
 

19. Share premium account

 
Share premium account                              GBP 
-------------------------------------------  --------- 
Balance at 30 April 2015                     6,334,076 
Premium arising on issue of equity shares      660,000 
Balance at 30 April 2016 and 30 April 2017   6,994,076 
-------------------------------------------  --------- 
 

20. Share option and warrant reserve

 
                                 GBP 
---------------------------  ------- 
Balance at 30 April 2015      74,306 
Share-based payment charge    35,070 
---------------------------  ------- 
Balance at 30 April 2016     109,376 
Share-based payment charge    31,276 
---------------------------  ------- 
Balance at 30 April 2017     140,652 
---------------------------  ------- 
 

21. loan note equity reserve

 
                                                GBP 
-------------------------------------------  ------ 
Balance at 30 April 2016 and 30 April 2017   23,657 
-------------------------------------------  ------ 
 

22. GROUP Retained losses

 
                                          GBP 
--------------------------------  ----------- 
Balance at 30 April 2015          (7,050,194) 
Comprehensive loss for the year     (407,776) 
Balance at 30 April 2016          (7,457,970) 
Comprehensive loss for the year     (201,501) 
--------------------------------  ----------- 
Balance at 30 April 2017          (7,659,471) 
--------------------------------  ----------- 
 

23. 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 GBPnil (2016: GBP3,794) 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 30           in  Exercised      in         at        at 30 
 April          the     in the     the   30 April        April  Exercise     Expiry 
 2016          year       year    year       2017         2017     price       date 
-----------  ------  ---------  ------  ---------  -----------  --------  --------- 
9,540,000         -          -       -  9,540,000    9,540,000    0.675p  8.03.2023 
-----------  ------  ---------  ------  ---------  -----------  --------  --------- 
 

Warrants

On 22 August 2014, warrants over, in aggregate, 40,000,000 ordinary shares of 0.1 pence each ("Director Warrants") were issued to James Longley and Charles Tatnall, directors of the Company. Each warrant carries the right to subscribe for one new Ordinary Share in the capital of the Company at a price of 0.9p per Ordinary at any time prior to 22 August 2016.

On 28 May 2015, warrants over, in aggregate, 30,075,207 ordinary shares of 0.1 pence each ("Rockpool Warrants") 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 (2016: GBP31,726) in relation to the issue of the Rockpool warrants during the year. The inputs to the Black-Scholes model were as follows:

 
                        Rockpool    Director 
                         Warrants    Warrants 
 Grant date share 
  price                 0.8p        0.6p 
 Exercise share 
  price                 1.15p       0.9p 
 Risk free rate         2%          2% 
 Expected volatility    50%         50% 
 Life of warrant        6 years     2 years 
 Calculated fair 
  value per share       0.312p      0.095p 
 

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

 
Number                                     Number 
 of                                            of 
 warrants   Issued             Lapsed    warrants  Exercisable 
 at             in  Exercised      in          at        at 30 
 30 April      the     in the     the    30 April        April  Exercise     Vesting      Expiry 
 2016         year       year    year        2017         2017     price        date        date 
----------  ------  ---------  ------  ----------  -----------  --------  ----------  ---------- 
20,000,000       -          -       -  20,000,000   20,000,000      0.9p  22.08.2014  27.08.2017 
30,075,207       -          -       -  30,075,207            -     1.15p  27.05.2018  27.05.2021 
----------  ------  ---------  ------  ----------  -----------  --------  ----------  ---------- 
50,075,207       -          -       -  50,075,207   20,000,000 
----------  ------  ---------  ------  ----------  -----------  --------  ----------  ---------- 
 

24. Financial instruments

Categories of financial instruments

 
                                       Carrying value 
                                      ---------------- 
                                         2017     2016 
                                          GBP      GBP 
------------------------------------  -------  ------- 
Group Financial assets 
Investments designated as available 
 for sale on initial recognition          152      152 
Trade receivables                      28,339        - 
Cash and cash equivalents              71,609   22,608 
------------------------------------  -------  ------- 
                                      100,100   22,760 
------------------------------------  -------  ------- 
Financial liabilities at amortised 
 cost: 
Convertible unsecured loan notes      200,000  193,363 
Trade and other payables              154,885  102,938 
------------------------------------  -------  ------- 
                                      354,885  296,301 
------------------------------------  -------  ------- 
 

25. 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 risk 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.

26. Notes to the cash flow statement

 
                                  Group                Company 
                           --------------------  ------------------- 
                                2017       2016      2017       2016 
                                 GBP        GBP       GBP        GBP 
-------------------------  ---------  ---------  --------  --------- 
(Loss)/profit before 
 tax                       (201,501)  (407,776)    35,987  (389,426) 
Share-based compensation 
 charge                       31,276     35,070    31,276     35,070 
Loan note interest 
 charge                       22,637     27,688    22,637     27,688 
Operating cash flow 
 before movements 
 in working capital        (147,588)  (345,018)    89,900  (326,668) 
Decrease/(increase) 
 in receivables              149,242  (139,973)  (24,471)    103,637 
Increase/(decrease) 
 in payables                  63,347     21,886  (27,391)     19,545 
-------------------------  ---------  ---------  --------  --------- 
Net cash generated 
 by/(used in) operating 
 activities                   65,001  (463,105)    38,038  (203,486) 
-------------------------  ---------  ---------  --------  --------- 
 

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.

27. Operating lease arrangements

The Group and Company as lessee

 
                                           2017    2016 
                                            GBP     GBP 
---------------------------------------  ------  ------ 
Minimum lease payments under operating 
 leases recognised 
 as an expense in the year               58,000  41,400 
---------------------------------------  ------  ------ 
 

Minimum future lease payments under non-cancellable operating lease agreements:

 
                      2017    2016 
                       GBP     GBP 
------------------  ------  ------ 
Due within 1 year   47,700  55,200 
------------------  ------  ------ 
 

28. Related party transactions

During the year ended 30 April 2017 GBP145,500 fees were paid to Tatbels Limited and in 2016 fees of GBP116,750 were paid to Yum Management Limited in respect of Charles Tatnall's services as Executive Chairman.

During the year ended 30 April 2017, fees of GBP145,500 (2016: GBP116,750) were paid to Dearden Chapman Accountants Limited in respect of James Longley's services as Chief Financial Officer.

During the year ended 30 April 2017, fees of GBP231,125 (2016: GBP158,167) 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 and shareholders of PPT Capital Ltd during the year. Also, fees of GBP72,375 (2016: GBP45,000) were paid to Helvic Limited, GBP26,500 (2016: GBPnil) to Ennerco Limited, and GBP12,000 to Catmadboo Limited, in respect of services rendered by Paul Lazarevic and Phil Stephens, and of which either Paul Lazarevic, Phil Stephens or a connected party to the two were the Directors and major shareholders or those three companies.

During the year ended 30 April 2017 fees of GBP13,133 were paid to Kinloch Corporate Finance Limited in respect of Tim Cottier's services as an independent non-executive director and of which Tim Cottier was a director and major shareholder.

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 on page 15 of the full Report & Accounts.

 
                                  2017     2016 
                                   GBP      GBP 
-----------------------------  -------  ------- 
Short-term employee benefits   738,354  766,010 
-----------------------------  -------  ------- 
                               738,354  766,010 
-----------------------------  -------  ------- 
 

In addition to the information disclosed in Note 23, 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 2015          0.9  27.08.2017     20,000,000    20,000,000 
Exercised during 
 the year                 0.9  27.08.2017   (10,000,000)  (10,000,000) 
-------------------  --------  ----------  -------------  ------------ 
At 30 April 2016 
 and 30 April 2017        0.9  27.08.2017     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.

29. Events after the year end

Exercise of warrants

On 19 May 2017 10,000,000 Ordinary Shares have been issued to Charles Tatnall, Executive Director, and a further 10,000,000 Ordinary Shares have been issued to James Longley, Chief Financial Officer, following the exercise of an aggregate of 20 million warrants at an exercise price of 0.9p per ordinary share, representing a cash subscription to the Company of GBP180,000.

New Share Option Incentive scheme

On 18 May 2017, the Company adopted a new share option scheme (the "2017 Share Option Scheme"). On the same day, the Company granted an aggregate of 60,000,000 share options with an exercise price of 1.485p (representing a 7.6% premium to the mid-market closing price on 18 May of the Ordinary Shares of the Company) pursuant to the 2017 Share Option Scheme, all vesting in three equal annual instalments (the "Options"). 15,000,000 Options were granted to each of Paul Lazarevic, James Longley, Phil Stephens and Charles Tatnall.

Charles Tatnall and James Longley hold 4,770,000 existing share options each which were awarded prior to the Reverse Acquisition. All of the Directors have indicated that they will not sell any shares that they hold for at least the next eighteen months.

Following the issue of options and exercise of warrants, there are a total of 69,540,000 options in the Company outstanding, representing approximately 9.8% of the Company's issued share capital.

Director Dealings

Following the warrant exercise, the interests of the Directors in the issued share capital of the Company before and after the issue of the New Ordinary Shares is as follows:

 
                       Existing                                         Percentage 
                       interest                   Total interest          interest 
                    in ordinary                      in ordinary     in the issued 
                         shares       Number of           shares          ordinary 
                        of 0.1p    New Ordinary          of 0.1p     share capital 
 Name                      each          Shares             each    of the Company 
----------------  -------------  --------------  ---------------  ---------------- 
 Philip 
  Stephens           88,012,823               -       88,012,823            12.37% 
 Paul Lazerevic      82,203,379               -       82,203,379            11.55% 
 Charles 
  Tatnall            65,500,000      10,000,000       75,500,000            10.61% 
 James 
  Longley            57,500,000      10,000,000       67,500,000             9.49% 
 

**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 
 Andrew Craig      Cantor Fitzgerald     Tel: +44 (0) 20 
                    Europe                7894 7000 
 Richard Salmond   Cantor Fitzgerald     Tel: +44 (0) 20 
                    Europe                7894 7000 
 Isabel de         St Brides Partners    Tel: +44 (0) 20 
  Salis             Limited               7236 1177 
 Olivia Vita       St Brides Partners    Tel: +44 (0) 20 
                    Limited               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 due to 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.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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(END) Dow Jones Newswires

September 14, 2017 02:00 ET (06:00 GMT)

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