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RADG Radiant Gwth

2.25
0.00 (0.00%)
22 May 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Radiant Gwth LSE:RADG London Ordinary Share JE00B4QJ0K86 ORD NPV
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 2.25 0.00 01:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
0 0 N/A 0

Radiant Growth Investments Ltd Annual Results and Posting of Notice of AGM (3988Y)

01/12/2014 7:05am

UK Regulatory


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TIDMRADG

RNS Number : 3988Y

Radiant Growth Investments Ltd

01 December 2014

01 December 2014

Radiant Growth Investments Limited

("RADG" or "the Company")

Annual Results

Posting of Notice of AGM

Radiant Growth is pleased to announce its Annual Report for the year ended 31 July 2014

The Company's Annual General Meeting ("AGM") will be held at the offices of the Company at W07A1, 7th Floor, West Block, Wisma Selangor Dredging, 142C, Jalan Ampang, 50450 Kuala Lumpur, Malaysia at 12.00 p.m. Malaysian time on 8 January 2015. The Notice of AGM and form of proxy will be sent to shareholders along with the Annual Report and Accounts on 12 December 2014, all of which will shortly be available to view on the Company's website at www.radgltd.com.

For further information please contact:

Radiant Growth Investments Limited

www.radgltd.com

Dato Sri' Dr Alex Teh Chee Teong, Director

Tel: + 6016 2086 666

Daniel Stewart & Company plc

www.danielstewart.co.uk

Antony Legge

Tel: + 44 (0) 20 7776 6550

CHAIRMAN'S STATEMENT

As the Chairman of Radiant Growth Investments Limited ("Company"), I am pleased once again to report to our Shareholders for the year ended 31st July 2014.

While the investment climate in the oil and gas, energy and mining sectors remains favourable and although our relations with the Malaysian administration remains good, decision making is slow and this is especially so in respect of some of the other countries which we are targeting, specifically Vietnam and Cambodia.

Oil and gas

An update was given to the market on 20th August 2014 concerning our agreement with Rancang Istemewa Sdn. Bhd. ("RISB") to manage a multi-buoy mooring system which is designed to deliver natural gas to ocean going tankers and is due to be constructed at a proposed gas separation plant at Songkhla in Thailand. As was then announced, this agreement and in consequence the repayment of the deposit we made has been extended and will now continue until 3rd June 2015.

Energy

As I reported at this time last year, monies have been deposited with RISB for its proposed waste to energy projects. The systems we are involved in convert solid waste to syngas which is then used to power turbines creating electricity for sale to local and or national governments.

In Sri Lanka and Cambodia, discussions with the relevant parties in those two countries continue.

In Malaysia the assessment of suitable locations for the construction and operation of five plants capable of processing 1000 tons of waste per day is continuing following meetings with the Malaysian Department of Energy. This follows meetings that RISB had with the Energy Minister in 2012.

In Vietnam, as indicated in our last interim report, we decided to discontinue discussions with the relevant authorities concerning waste to energy projects we had been discussing for some time. However as indicated in our "Update to the market" on 20th August 2014, we were advised by RISB that the discussions they were having with relevant parties in Vietnam were worth continuing despite the difficulty in obtaining all the permissions required. Therefore in the belief that the project remains viable we took a decision that it was in the best interests of our shareholders to extend the conditional period for the project and thereby extend the repayment period of the funds advanced to RISB until 2nd July 2015.

Mining

As reported at this time last year we have an agreement with Swissbay Holdings Sdn. Bhd. ("Swissbay") to mine iron ore in Kelantan, Malaysia. Although this agreement still remains in place we have not yet heard from Swissbay that they have received a letter of approval from the State Government enabling them to lease the land in question so that they can proceed with the project.

In 2012 a deposit of RM 3.52 million (GBP0.65 million) was paid for the purchase of iron ore. At the time that this deposit was paid I indicated that your Company was acting as an agent for the sale of iron ore to another company based in China. Although the iron ore was delivered to the purchaser during the last financial year, your Company received no payment from the Chinese company. In consequence we instructed our lawyers in Malaysia to demand the payment of USD937,000 and RM600,000 that was advanced pursuant to the two Letters of Guarantee dated March and April 2012. This demand for repayment was duly undertaken by our lawyers on 23rd of July 2014. Whilst legal action is taking place to recover these amounts, we have made a provision against this deposit in these financial statements, as a precautionary measure; however we fully expect to be able to recover our deposit in the coming months.

CHANGE OF NOMINATED ADVISER

As announced on 7 November 2014, Daniel Stewart & Company Plc has tendered its resignation as our nominated adviser, effective as of 4 December 2014. The Company has not yet appointed another nominated adviser and so it is likely that trading on AIM in the Company's shares will be suspended on this date. If a nominated adviser is not appointed by 4 January 2015 then trading on AIM in the Company's shares will be cancelled.

Outlook

Despite the best efforts of your directors to move our projects forward, progress in the past year has been slow and continues to be slow. We remain confident however that in the long term the benefits to our shareholders will be worthwhile. We continue to review other new projects but we have not as yet found one that we feel would be in the interests of our shareholders.

The directors believe that we have sufficient funds to meet our operating expenses for the next twelve months.

Finally I would like to take this opportunity to thank my fellow Board Directors for their ongoing advice in the past year and also would like to express my appreciation to our staff who continue to work hard and with due diligence on behalf of your company. Again I look forward with confidence that our ongoing projects will reach fruition for the benefit of our shareholders.

Dato' Sri Dr. Alex Teh Chee Teong.

Chairman

1 December 2014

INVESTMENT POLICY

The Company's Investment Policy is to invest in or acquire one or more companies, partnerships, joint ventures, or businesses in the Asia Pacific region in the mining, oil and gas, energy and utility and palm oil and other natural oil sectors. The investments or acquisitions may be funded wholly by cash, the issue of new shares or debt, or a mix thereof, as the Directors deem appropriate. The Company's equity interest in a proposed investment may range from a minority position to 100 per cent ownership; the proposed investments may be either quoted or unquoted, although will likely to be unquoted in the majority of cases.

The Company will specifically make investments which the Directors believe offer high growth opportunities, utilising the Company's access to capital markets to help fund the requirements of the investment target. It is anticipated that the investments will be held for the long term but the Directors will place no minimum or maximum limit on the length of time that any investment may be held, so that short term disposal of investments cannot be ruled out in exceptional circumstances. The Company intends to deliver Shareholder returns through capital growth. As such, the Board do not envisage the distribution of dividends in the short to medium term.

The Company intends to be an involved and active investor. Accordingly, where necessary, the Company may seek participation in the day to day management through board representatives in an entity in which the Company invests with a view to seeking to improve the performance and use of its assets in order to grow the business. The Board may appoint consultants or independent industry experts or other representatives to represent the Company in managing the investments it makes and/or their business operations.

Despite considerable efforts, the Company has not substantially implemented its investing policy within eighteen months of admission. Accordingly, the Directors will seek the consent of its shareholders for its investing policy at the coming annual general meeting and on an annual basis thereafter, until such time that its investing policy has been substantially implemented. If it appears unlikely that the Investment Policy can be implemented at any time, the Directors may consider returning any remaining funds to the Shareholders.

The Directors consider that as investments are made, and new opportunities arise, further funding of the Company will be required.

Statement of Comprehensive Income

for the year ended 31 July 2014

 
                                                                  2014      2013 
                                                       Notes   GBP'000   GBP'000 
 
 
 Revenue                                                             -         - 
 
 Administrative expenses                                       (1,419)     (381) 
 
 Operating loss                                                (1,419)     (381) 
 
 Finance income                                                      -         3 
 
 Loss before tax                                         3     (1,419)     (378) 
 
 Income tax expense                                      6           -         - 
 
 Loss attributable to equity shareholders                      (1,419)     (378) 
 
 Other comprehensive income for the year                             -         - 
                                                              --------  -------- 
 Total comprehensive loss for the year attributable 
  to equity 
   holders                                                     (1,419)     (378) 
 
 Loss per share 
 Basic and diluted (pence per share)                     7      (1.31)    (0.36) 
                                                              ========  ======== 
 

The above items relate entirely to continuing operations.

The accompanying notes and accounting policies form an integral part of these financial statements.

Statement of Financial Position

at 31 July 2014

 
                                                     2014      2013 
                                          Notes   GBP'000   GBP'000 
 Assets 
 Current assets 
 Receivables, deposits and prepayments      8       4,574     5,635 
 Cash and cash equivalents                  9         199       397 
                                                 --------  -------- 
 
                                                    4,773     6,032 
                                                 --------  -------- 
 
 Total assets                                       4,773     6,032 
                                                 --------  -------- 
 
 Liabilities 
 Current liabilities 
 Trade and other payables                  10          41       166 
                                                 --------  -------- 
 
 Total liabilities                                     41       166 
                                                 --------  -------- 
 
 Net assets                                         4,732     5,866 
                                                 ========  ======== 
 
 
 Equity and reserves 
 Share capital                             11       7,184     6,899 
 Share-based payment reserve                           61        61 
 Retained losses                                  (2,513)   (1,094) 
                                                 --------  -------- 
 
 Total equity                                       4,732     5,866 
 
 

The financial statements were approved by the Board of Directors on 1 December2014 and signed on its behalf by:

   Dato' Sri Dr. Alex Teh Chee Teong                                   Geoffrey Baillie Fielding 

Chairman Non-Executive Director

The accompanying notes and accounting policies form an integral part of these financial statements.

Statement of Changes in Equity

for the year ended 31 July 2014

 
                                                       Share-based 
                                               Share       payment     Retained      Total 
                                    Note     capital       reserve       losses     equity 
                                             GBP'000       GBP'000      GBP'000    GBP'000 
 
 At 1 August 2012                              6,899            61        (716)      6,244 
 
 Total comprehensive loss for 
  the year                                         -             -        (378)      (378) 
 
 At 31 July 2013                               6,899            61      (1,094)      5,866 
                                          ==========  ============  ===========  ========= 
 
 
 At 1 August 2013                     6,899   61   (1,094)     5,866 
 
 Total comprehensive loss for 
  the year                                -    -   (1,419)   (1,419) 
 
 Transactions with owners: 
 Shares issued                   11     300    -         -       300 
 Share issue costs               11    (15)    -         -      (15) 
 
 
                                        285    -         -       285 
 
 At 31 July 2014                      7,184   61   (2,513)     4,732 
 
 

All reserves are attributable to the equity holders of the parent company.

The accompanying notes and accounting policies form an integral part of these financial statements.

Statement of Cash flows

for the year ended 31 July 2014

 
                                                         2014      2013 
                                              Notes   GBP'000   GBP'000 
 
   Cash flows from operating activities 
 Operating loss                                       (1,419)     (378) 
 Add back: impairment of deposit                          653         - 
                                                     --------  -------- 
                                                        (766) 
 Adjustments for changes in working 
  capital: 
 Decrease in other receivables, deposits 
  and prepayments                                         408         1 
 (Decrease)/increase in payables                        (125)        58 
                                                     --------  -------- 
 Net cash used in operating activities                  (483)     (319) 
                                                     --------  -------- 
 
 Cash flows from investing activities 
 Loans made to third parties                                -   (2,526) 
                                                     --------  -------- 
 Net cash used in investing activities                      -   (2,526) 
                                                     --------  -------- 
 
 Cash flows from financing activities 
 Proceeds from issue of shares (net 
  of issue costs)                              11         285         - 
                                                     --------  -------- 
 Net cash from financing activities                       285         - 
                                                     --------  -------- 
 
 Net decrease in cash and cash equivalents              (198)   (2,845) 
 
 Cash and cash equivalents at beginning 
  of the year                                             397     3,242 
                                                     --------  -------- 
 
 Cash and cash equivalents at end 
  of the year                                   9         199       397 
                                                     ========  ======== 
 
 
 

The accompanying notes and accounting policies form an integral part of these financial statements.

Notes to the Financial Statements

for the year ended 31 July 2014

   1          General information 

Radiant Growth Investments Limited (the "Company") is a company incorporated in Jersey under the Companies (Jersey) Law 1991 (the "Act") on 6 July 2011. The Company is governed by its articles of association and the principal statute governing the Company is the Act. The Company is domiciled and has its registered office in Jersey and the Company's registration number is 108544.

The Company's place of business is Malaysia.

These financial statements are presented in Pounds Sterling ("GBP"), this being the Company's functional and presentational currency, and rounded to the nearest thousand ("000"). The functional currency of the Company is the Pound Sterling ("GBP") because that is the currency of the primary economic environment in which the Company raises funds.

Financial statements of the Company are prepared by and approved by the Directors in accordance with International Financial Reporting Standards, International Accounting Standards and their interpretations issued or adopted by the International Accounting Standards Board, as adopted by the European Union ("IFRSs"). The Company's accounting reference date is 31 July.

These financial statements were approved for issue by the Board of Directors on 1 December 2014.

   2          Summary of significant accounting policies 
   2.1                   Basis of preparation 

The principal accounting policies applied by the Company in the preparation of these financial statements are set out below and have been applied consistently.

The financial statements have been prepared on a going concern basis and in accordance with IFRS.

   2.2                   Going concern 

The financial statements of the Company are prepared on a going concern basis. In common with many similar companies, the Company raises finance for their investment activities mainly based in Asia Pacific region.

The Company successfully raised via a share placing, GBP300,000 of working capital during the year. At the year end the Company had GBP199,000 of cash balances and will need to raise additional funding or require the return of its deposits with third parties to meet its working capital requirements for the foreseeable future.

The Directors believe that the Company will be able to raise as required, sufficient cash to enable it to continue its operations, and continue to meet, as and when they fall due, its liabilities for at least the next twelve months from the date of approval of these financial statements. For this reason the Directors continue to adopt the going concern basis in preparing the accounts.

However, there can be no guarantee that the required funds will be raised or deposits repaid within the necessary timeframe, consequently a material uncertainty exists that may cast doubt on the Company's ability to continue to operate as planned and to be able to meet its commitments and discharge its liabilities in the normal course of business for a period not less than twelve months from the date of this report. The financial statements do not include the adjustments that would result if the Company was unable to continue in operation.

   2.3       Segmental reporting 

For the purposes of IFRS 8 'Operating Segments' the Company currently has one segment, being investing in the Natural Resources sector in the Asia Pacific region. No further operating segment financial information is therefore disclosed.

   2.4       Foreign currency translation 

(a) Functional and presentational currency

Items included in the financial statements of the entity are presented in the currency of the primary economic environment in which the entity operates (the "functional currency"). The functional currency of the entity is Pounds Sterling ("GBP").

(b) Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at period end exchange rates of the monetary assets and liabilities denominated in foreign currencies are recognised in the Statement of Comprehensive Income.

   2.5       Cash and cash equivalents 

Cash and cash equivalents (readily convertible into a known amount of cash) include cash in hand and deposits held at call with banks with an original maturity of three months or less. For the purpose of the cash flow statement, cash and cash equivalents are as defined above, net of outstanding bank overdrafts. Fixed deposits secured against bank loans are shown separately on the statement of financial position as they do not meet the definition of cash and cash equivalents.

   2.6       Loans and other receivables 

Trade and other receivables are initially recognised at fair value, which is usually the original invoiced amount plus transaction costs, and subsequently carried at amortised cost using the effective interest method less provisions made for impairment of receivables.

   2.7       Trade and other payables 

Trade and other payables are initially recognised at fair value, which is usually the original invoiced amount, and subsequently carried at amortised cost using the effective interest method.

   2.8       Taxation 

Deferred tax is provided in full using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that, at the time of the transaction, affects either accounting nor taxable profit or loss. Deferred tax is determined using tax rates that are expected to apply when the related deferred tax asset is realised or when the deferred tax liability is settled. Deferred tax assets are recognised to the extent that it is probable that future taxable profits will be available against which the temporary differences can be utilised.

   2.9       Equity instruments 

Ordinary shares are classified as equity. Costs directly attributable to the issue of new shares are recognised in equity as a deduction from the proceeds.

   2.10     Share-based payments 

The fair value of options and warrants granted is recognized as an expense, with a corresponding increase in equity, over the period that the holders become unconditionally entitled to the options and warrants. The amount recognized as an expense is adjusted to reflect the actual number of share options and warrants that vest.

For equity settled share-based payment transactions other than transactions with employees the Company measures the goods or services received at their fair value, unless that fair value cannot be estimated reliably. If this is the case the Company measures their fair values and the corresponding increase in equity, indirectly, by reference to the fair value of equity instruments granted. Fair value is measured by use of an appropriate model. In valuing equity-settled transactions, no account is taken of any vesting conditions, other than conditions linked to the price of the shares of Radiant Growth Investments Limited. The charge is adjusted at each balance sheet date to reflect the actual number of forfeitures and cancellations during the period. The movement in cumulative charges since the previous balance sheet is recognized in the statement of comprehensive income, with a corresponding entry in equity.

   2.11                 Standards and Interpretations in issue not yet adopted 

Certain changes to IFRS will be applicable for the Company's accounts in future periods. To the extent that the Company has not adopted these early in the current financial statements, they will not affect the Company's reported profit or equity but they may affect disclosures.

As at the date of approval of these financial statements, the following standards and interpretations were in issue but not yet effective:

IAS 27 "Separate Financial Statements (2011)"

IAS 28 "Investments in Associates and Joint Ventures (2011)"

IFRS 9 "Financial Instruments"

IFRS 10 "Consolidated Financial Statements"

IFRS 12 "Disclosure of Interests in Other Entities"

Amendments to IAS 32 "Offsetting Financial Assets and Financial Liabilities"

Amendments to IAS 12 "Deferred Tax: recovery of Underlying Assets"

Amendments to IFRS 10, IFRS 12 and IAS 27 "Investment Entities"

Amendments to IAS 36 "Recoverable amount disclosures for non-financial assets"

IFRIC 21 "Levies"

IFRS 9 "Financial Instruments (Hedge Accounting and amendments to IFRS 9, IFRS 7 and IAS 39)"

Amendments to IAS 19 "Defined Benefit Plans: Employee Contributions"

Numerous other minor amendments to standards have been made as a result of the IASB's annual improvement project.

The Directors do not anticipate that the adoption of these standards in future years will have a material impact on the financial statements in the year of adoption and have decided not to adopt them early.

   2.12     Critical accounting judgments and key sources of estimation uncertainty 

Estimates and judgements need to be regularly evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The Company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, rarely equal the related actual results.

The estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates are recognised in the year in which the estimate is revised if the revision affects only that year or in the year of the revision and future years if the revision affects both current and future years.

The estimate significant to the financial statements during the year and at the year end is the consideration of impairment of financial assets, as set out in the relevant accounting policy.

   3          Expenses by nature 
 
                                                    2014      2013 
                                                 GBP'000   GBP'000 
 Included within administrative expenses are: 
 Staff expenses (note 4)                             166       168 
 Foreign exchange losses                             499        88 
 Provision against deposit (note 8)                  653         - 
 Auditors' remuneration                               14        12 
                                                ========  ======== 
 
   4            Staff expenses 
 
                       2014      2013 
                    GBP'000   GBP'000 
 
 Staff wages             58        56 
 Staff pension            -         4 
 Directors' fees        108       108 
 
                        166       168 
                   ========  ======== 
 

The average number of employees (including executive directors) employed by the Company during the year is 7 (2013: 5).

   5          Directors' remuneration 

Details of Directors' remuneration (who are considered to be the key management personnel of the Company) are as follows:

 
                                   Short term      Bonus     Others      Total      Total 
                                   employment                             2014       2013 
                                     benefits 
                                      GBP'000    GBP'000    GBP'000    GBP'000    GBP'000 
 Dato' Sri Alex Teh Chee 
  Teong                                    84          -          -         84         84 
 Geoffrey Baillie Fielding                 12          -          -         12         12 
 Mohd Anuar Bin Mohd Hanadzlah             12          -          -         12         12 
                                 ------------  ---------  ---------  ---------  --------- 
 
 Aggregate remunerations                  108          -          -        108        108 
                                 ============  =========  =========  =========  ========= 
 
   6            Income tax expense 
 
                         2014      2013 
                      GBP'000   GBP'000 
 
 Current tax charge         -         - 
 Deferred tax               -         - 
                     --------  -------- 
 
                            -         - 
                     ========  ======== 
 

The Company is incorporated in Jersey. No tax reconciliation note has been presented as the income tax rate for Jersey companies is 0%.

   7            Loss per share 

Basic

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

 
                                                      2014          2013 
 
 Loss attributable to equity holders of 
  the Company (GBP'000)                              1,419           378 
 Weighted average number of ordinary shares 
  in issue                                     108,335,094   105,502,217 
 Basic loss per share in pence                      (1.31)        (0.36) 
                                              ============  ============ 
 

Diluted

Potential ordinary shares of 730,555 have been excluded from the computation of diluted EPS as the shares are anti-dilutive.

   8            Receivables and deposits 
 
                   2014      2013 
                GBP'000   GBP'000 
 Current 
 Receivables         52         - 
 Deposits         4,519     5,635 
 Prepayments          3         - 
 
                  4,574     5,635 
               ========  ======== 
 

As discussed in previous statements, the Company proposes to invest in RISB, a Malaysian company that has been established to manage a multi-buoy mooring system that will be constructed at the border between Thailand and Malaysia at the gas separation plant at Songkhla, Thailand which will deliver Natural Gas Liquids directly to ocean-going tankers ('Gas Project'). A total deposit of GBP2.51 million has been placed with RISB in relation to the Gas Project.

RISB is also the entity which will be participating in the waste-to-energy project in Vietnam ('Energy Project'). A total deposit of GBP1.82 million has been placed with RISB to enable the Company to participate in the Energy Project. RISB is obligated to return these funds on 2 July 2015 in the event that Energy Project does not proceed.

A deposit of GBP0.65 million has been paid for the purchase of iron ore in the previous financial years. Radiant Growth is acting as an agent on the sale of iron ore to a company based in China. As a result of the non-payment for the delivery, the Company has commenced legal action to recover the deposit paid. Whilst legal action is taking place to recover these amounts, we have made a provision against this deposit in these financial statements as a precautionary measure; however we fully expect to be able to recover our deposit in the coming months.

In the previous financial period, the Company discovered a potential opportunity to invest in an iron ore mining project situated in Malaysia and entered into a preliminary agreement with Swissbay Holdings Sdn Bhd (Swissbay), a company incorporated in Malaysia, which has obtained preliminary approval from the State of Kelantan to lease a piece of land located in Malaysia, for the purpose of iron ore mining. The consideration for entry into the agreement was RM1 million (GBP0.19 million). The advance has been used to help secure the lease and associated mineral rights following which, work will be undertaken to further evaluate the project. Swissbay is currently waiting for the letter of approval from the State Government to lease the Designated Land to be used for an iron ore mine. Once the conditions of the agreement have been met the company has the right to subscribe for 46% of the ordinary share capital of Swissbay, a related party (see note 13 to the financial statements).

   9            Cash and cash equivalents 
 
                                2014      2013 
                             GBP'000   GBP'000 
 
 Cash at bank and in hand        199       397 
 Short-term deposits               -         - 
 
                                 199       397 
                            ========  ======== 
 
   10          Trade and other payables 
 
                      2014      2012 
                   GBP'000   GBP'000 
 Non-trade 
 Other payables         20        63 
 Accruals               21       103 
 
                        41       166 
                  ========  ======== 
 

The carrying amounts of other payables and accruals equate to their fair value and are repayable within 12 months of the year end.

   11             Share capital and share warrants 
 
                                         2014        2014             2013        2013 
                                No. of shares     GBP'000    No. of shares     GBP'000 
 
 Authorised share capital 
 Ordinary shares with no            Unlimited   Unlimited        Unlimited   Unlimited 
  par value 
 
 Issued and fully paid 
 At 1 August                      105,502,217       6,899      105,502,217       6,899 
 Issue of shares                   14,000,000         300                -           - 
 Share issue costs deducted 
  from share capital                        -        (15)                -           - 
 
 At 31 July                       119,502,217       7,184      105,502,217       6,899 
                              ===============  ==========  ===============  ========== 
 

On 9 September 2011 the company entered into a deed of warrant with Daniel Stewart, conditional upon Admission, to subscribe for 2% (2,064,000 shares) of the aggregate value of the shares of the company on Admission. The warrants are exercisable at any time up to five years from the date of Admission at the Placing price of GBP0.10. These warrants were granted for services rendered relating to the AIM Admission.

Additional share warrants outstanding at 31 July 2014 were as follows:

 
 Date of grant        Number granted    Exercise   Expiry date 
                                         price 
                                                   20 September 
 20 September 2011    730,775           10p         2016 
 

Using the Black Scholes method, the fair value of these warrants was calculated to be GBP0.061 million and the charge was shown as an expense in the income statement in a previous year.

 
            Share price at grant date                       GBP0.10 
            Exercise price                                  GBP0.10 
            Expected volatility, per cent                   122% 
            Warrant life, years                             5 
            Expected dividends, per cent                    0 
            Risk free interest rate, per cent               3% 
 

Expected volatility is estimated by considering the Company's share price since admission to AIM.

None of the warrants have been exercised during the year.

   12             Contingencies 

There were no contingent liabilities at 31 July 2014.

   13             Related party transactions 

During the previous financial year, the Company deposited RM1 million (GBP0.19 million) to Swissbay Holding Sdn Bhd (Swissbay) a company incorporated in Malaysia for the purpose of entering into an iron ore mining agreement in which Dato' Sri Alex Teh, a director of the Company is also a director of Swissbay (see also note 8 above).

The directors are of the opinion that the related party transaction was entered into in the normal course of business and was based on negotiated and mutually agreed terms.

   14             Capital commitments 

The Company had no contracted capital commitments at 31 July 2014.

   15             Financial risk management 

The Company's activities expose it to credit risk, liquidity risk and market risk (including interest rate risk, currency risk and commodity price risk). The Company's overall risk management strategy seeks to minimise adverse effects from the volatility of financial markets on the Company's financial performance.

The Board of Directors is responsible for setting the objectives and underlying principles of financial risk management for the Company. The Company management then establishes the detailed policies such as risk identification and measurement, exposure limits and hedging strategies, in accordance with the objectives and underlying principles approved by the Board of Directors.

There has been no change to the Company's exposure to these financial risks or the manner in which it manages and measures the risk. Market risk exposures are measured using sensitivity analysis indicated below.

Credit risk

Credit risk refers to the risk that counterparty will default on its contractual obligations resulting in a loss to the Company. The Company has adopted a policy of only dealing with creditworthy counterparties and does not hold any collateral as security over its customers. The Company's major classes of financial assets are deposits made to third parties and cash and cash equivalents.

As at the end of the financial year, the Company's maximum exposure to credit risk is represented by the carrying amount of each class of financial assets recognised in the statements of financial position.

As at 31 July 2014, substantially all the cash and bank balances as detailed in notes 9 to the financial statements, are held in major financial institutions which are regulated and located in Hong Kong, which management believes are of high credit quality. The management does not expect any losses arising from non-performance by these counterparties.

The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the reporting date of the Company is as follows:

 
                                                   2014      2013 
                                                GBP'000   GBP'000 
 
 Other receivables deposits, and prepayments      4,574     5,635 
 Cash and cash equivalents                          199       397 
 
                                                  4,773     6,032 
                                               ========  ======== 
 

Currency risk

Currency risk arises from a change in foreign currency exchange rate, which is expected to have adverse effect on the Company in the current reporting year and in future years.

The Company maintains its books and accounts in its functional currency. As a result, the Company is subject to transaction and translation exposures resulting from currency exchange rate fluctuations. It is, and has been throughout the current financial period the Company's policy that no derivatives shall be undertaken except for the use as hedging instruments where appropriate and cost-efficient. The Company does not apply hedge accounting.

The Company incurs foreign currency risk on operating expenses that are denominated in currencies other than the functional currency.

The Company's currency exposure is as follows:

 
                                                         2014      2013 
                                                      GBP'000   GBP'000 
 Financial assets 
 
 Deposits to third parties denominated in Malaysia 
  Ringgits (RM)                                         4,574     5,635 
 Bank balances denominated in Hong Kong Dollars 
  (HK$)                                                     2         3 
 Bank balances denominated in Malaysia Ringgits                       - 
  (RM)                                                    166 
 Bank balances denominated in US Dollars (USD)              1       394 
                                                     --------  -------- 
 
 Net currency exposure                                  4,753     6,032 
                                                     ========  ======== 
 

Sensitivity analysis

If the RM varies against the GBP by 10% with all other variables including tax rate being held constant, the effect on the net profit will be as follows:

 
                           2014      2013 
                        GBP'000   GBP'000 
 GBP against RM 
 - strengthen/weaken    +/- 450   +/- 570 
 GBP against HKD 
 - strengthen/weaken    +/- 0.2   +/- 0.3 
 GBP against USD 
 - strengthen/weaken    +/- 0.1    +/- 43 
                       ========  ======== 
 

Interest rate risk

The Company monitors the interest rates on its interest bearing assets closely to ensure favourable rates are secured.

As at the year ended, the Company's only interest-bearing assets relate to bank balances held. A change in interest rates at the reporting date would not materially affect profit or loss and as such sensitivity analysis have not been disclosed.

Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting financial obligations due to shortage of funds. The Company's exposure to liquidity risk arises primarily from mismatches of the maturities of financial assets and liabilities. The Company's objective is to maintain a balance between continuity of funding and flexibility through financial support of shareholders and secures committed funding facilities from financial institution.

The table below summarises the maturity profile of the Company's financial liabilities at the reporting date based on contractual undiscounted payments:

 
                                   Less than   Later than 
                                    one year     one year     Total 
                                     GBP'000      GBP'000   GBP'000 
 31 July 2014 
 Other payables and accruals              41            -        41 
                               -------------  -----------  -------- 
                                          41            -        41 
                               =============  ===========  ======== 
 
 31 July 2013 
 Other payables and accruals             166            -       166 
                               -------------  -----------  -------- 
                                         166            -       166 
                               =============  ===========  ======== 
 

Capital risk management

The Company's objectives when managing capital (defined as share capital and reserves) are to safeguard the Company's ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.

The Company has no borrowing and cash and cash equivalents consist of the Company's own cash at bank only.

   16             Control 

The Company is not controlled by any one party. Details of significant shareholders are shown in the Directors' Report.

   17             Subsequent events 

There were no other material events subsequent to the end of the year under review.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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