PPG.L Regulatory News (PPG)

Plutus Resources plc

("Plutus" or the "Company")

Audited results for the year ended 30 April 2013

Plutus, the natural resources focused investing company, is pleased to announce its audited results for the year ended 30 April 2013.

Enquiries:

Plutus Resources plc

Charles Tatnall, Executive Director Tel: 01483 400 610

James Longley, Finance Director

Allenby Capital Limited

(Nominated adviser and broker)

Mark Connelly Tel: 020 3328 5656

Nick Athanas

Chief Executive Officer's Statement

This year has been one of great change for the company and full details of the changes are detailed below. Since the reduction of capital and change of control that became effective on 1 February 2013 the company has been actively seeking investments in the natural resources and similar sectors. The company has examined a number of proposals and continues to do so. To date the board has not identified a suitable investment that will benefit the shareholders sufficiently. The board continues to evaluate a number of proposals and expects to conclude an acquisition or investment at the earliest opportunity. All the debts of the company accrued prior to the change of control have been repaid and, other than management and related expenses, the board expects much reduced losses in the financial year ended 30 April 2014, subject to any investment being undertaken in that year.

IPSO Ventures plc ("IPSO") was set up to commercialise the IP of universities and other research institutes through the establishment of spin-out companies and/or licensing agreements with the intention of capitalising on the high quality research and IP that is generated by UK universities and other research institutes, particularly in the areas of life sciences, environmental sciences and technology. The Company's ordinary shares were admitted to trading on AIM on 7 March 2007.

Since that date, IPSO had made a number of investments and, prior to the demerger of the investment portfolio described below, IPSO Management, its then wholly owned subsidiary, had interests in companies that together had made up the IPSO investment portfolio.

Notwithstanding having built up what the previous board believed to be an attractive investment portfolio, the Company had for some time been capital constrained. This had prevented the Company from making further investments in its portfolio, thereby restricting those companies' growth potential and also the making of investments in other businesses. On 23 January 2012, the Company announced that, whilst it had no bank debt and that significant cost savings had been implemented by the previous board, there was only sufficient working capital to take the Company into the third quarter of 2012.

On 10 October 2012, it was announced that the Company had been unable to raise additional capital or sell any assets and, whilst the board at the time believed that the Company continued to be able to trade solvently, it had insufficient cash to satisfy all of its creditor obligations. Due to this uncertainty, the previous board also believed that the Company was not going to be in a position to publish its report and accounts for the financial year ended 30 April 2012 by 31 October 2012 in accordance with AIM Rule 19.

As referred to above, on 12 November 2012 the board at the time announced that it had received a number of credible proposals from certain parties and that it had decided to grant one party a period of exclusivity to enable this party to finalise its due diligence on the Company. That party was the current investor consortium and, having finalised their due diligence on the Company and reconfirmed their willingness to inject capital into the Company as well as demerge the investment portfolio into a private vehicle, the Board resolved to pursue the proposals summarised in this announcement and previously.

After experiencing a number of months of poor trading and the difficulty in raising new funds for its investment portfolio, the company announced on 28 December 2012, that it had entered into a conditional agreement to raise £360,000 for the Company from a group of new investors and also to demerge the Company and IPSO Management, including the IPSO Investment Portfolio. The effect of this was that each holder of one Ordinary Share would, post the approval of the Proposals, hold:

• one ordinary share in IPSO Management

and

• one Ordinary Share in IPSO Ventures plc

The demerger allowed shareholders in the company to hold shares in two distinct entities with separate strategic, capital and economic characteristics and management teams.

Under Rule 15 of the AIM Rules, the demerger constituted a fundamental change in the business of the Company which required the approval of shareholders. Following the demerger, the Company became an investing company and shareholders' approval of its proposed investing policy was successfully sought at a general meeting in January 2013. Further details of the investing policy were set out in the circular sent to shareholders. The Directors intend to initially seek to require a direct interest in projects in assets in the oil and gas sector and within the wider natural resource sector.

Following approval of the investing policy by shareholders, the Company is under an obligation to make an acquisition or acquisitions which constitute a reverse takeover under the AIM Rules or otherwise to implement its Investing Policy, in each case within twelve months of becoming an Investing Company, failing which trading in the Company's Ordinary Shares on AIM will be suspended. If the Company's investing policy has not been implemented within 18 months of it becoming an Investing Company then admission of the Company's Ordinary Shares to trading on AIM would be cancelled. Plutus became an investing company on 1 February 2013.

The foregoing demerger and change of control via the raising of £360,000 of new ordinary shares in the company at .25p each completed on 1 February 2013. The Company name was changed to Plutus Resources plc on 4 February 2013.

Following completion of the proposals the Company no longer held any operating assets and is now an Investing Company, actively seeking investments in the natural resources or similar sectors.

Financial review

Revenues

Our revenues reduced to £nil (2012: £122,000) reflecting the disposal of the entire investment portfolio of the company by way of a hive off of the investments to the shareholders of the company, which was completed on 1 February 2013.

Changes in fair value of investments

The value of our investments was reduced to zero as a result of the disposal of all the company's investments.

Investment activities

No new investments were made during the year.

Operating costs

Administrative expenses this year were £241,141 compared with £228,356 in 2012. The increase in administration expenses is mainly due to the additional professional fees incurred in respect of the demerger and refinancing of the Group, largely offset by a substantial reduction in directors' remuneration and a significant reduction in costs subsequent to the change of control and the resignation of all the former directors of the company and the appointment of new directors of the company.

Cash

At the year-end the Group had cash of £99,468.

Events since the year end

On 25 October 2013 the Company announced that they were raising up to £137,000 (before expenses) by the issue of convertible loan notes to existing shareholders and new investors. £122,000 of these funds have been received by the company. The loan notes are repayable 18 months from the date of issue and may be converted, at the sole option of the noteholder, into new ordinary shares in Plutus at any time up to maturity at a price of 0.5 pence per share. Interest on the loan notes will accrue at the rate of 10 per cent. per annum, payable quarterly in arrears.

Outlook and strategy

The company continues to search for acquisitions and/or investments in the natural resources or similar sectors. A number of proposals have been reviewed but none have reached an advanced stage. The directors seek to conclude an acquisition or investment as soon as practicable.

Charles Tatnall, Chief Executive Officer

25 October 2013

Consolidated income statement

For the year ended 30 April 2013

\* The comparative figures for 2012 have been restated to show the contribution of operations which were discontinued in the reporting period separately to the results from continuing operations.

Consolidated statement of comprehensive income

For the year ended 30 April 2013

Consolidated statement of changes in equity

For the year ended 30 April 2013

Consolidated statement of financial position

30 April 2013

The financial statements of Plutus Resources plc, registered number 5859612, were approved by the Board of Directors and authorised for issue on 25 October 2013

Consolidated cash flow statement

For the year ended 30 April 2013

Notes to the consolidated financial statements

For the year ended 30 April 2013

1. General information

Plutus Resources plc is a Company incorporated in the United Kingdom under the Companies Act 2006. The address of the registered office is given on page 2 of the consolidated financial statements. The nature of the Group's operations and its principal activities are set out on page 6 of the directors' report contained within the consolidated financial statements and in the Chief Executive Officer's review on pages 3 and 4 of the consolidated financial statements.

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

2. Statement of compliance

3. Significant accounting policies

Basis of accounting

The financial statements have been prepared in accordance with IFRS as adopted by the European Union.

The financial statements have been prepared on the historical cost basis, except for certain financial instruments. The principal accounting policies adopted are set out below.

The comparative figures for 2012 in the income statement have been restated to show the contribution of operations which were discontinued in the reporting period separately to the results from continuing operations.

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 Company had cash and cash equivalents of £99,468, negative net assets of £35,717 as at 30 April 2013 and incurred a loss of £345,652 for the twelve months then ended. Since the year end the cash balance has decreased significantly to the point where the directors are left with no other option but to raise funds. The issue of £137,000 of unsecured loan notes as of today, 25 October 2013, means that the Directors are confident that there is now sufficient working capital for the next 12 months.

The Directors have based their opinions on a cash flow forecast ("the forecast"), which does not assume any revenues from existing investments nor additional fundraisings, but it does assume that operating costs will be reduced to an absolute minimum. Steps have already been taken to implement cost savings. The Directors also feel that further funding can be raised, either by raising capital and/or finding a suitable transaction, from a number of sources which would further support their adoption of the going concern basis. However there is no guarantee of either of these events happening and as such there is a material uncertainty which may cast doubt about the Company's ability to continue as a going concern. The financial statements do not include the adjustments that would result if the Company were unable to continue as a going concern.

Foreign currency

Transactions in currencies other than the entity's functional currency (foreign currencies) are recorded at the rates of exchange prevailing on the dates of the transactions. At each balance sheet date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the balance sheet date.

Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Company and entities controlled solely by the Company(its subsidiaries) made up to 30 April each year. Control is achieved where the Company has the power to govern the financial and operating policies of an investee entity so as to obtain benefits from its activities.

Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the Group's equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination (see below) and the non-controlled share of changes in equity since the date of the combination.

The results of subsidiaries acquired or disposed of during the year are included in the consolidated statement of comprehensive income from the effective date of acquisition or up to the effective date of disposal, as appropriate.

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

Business combinations

Subsidiaries include all entities, including investee companies, controlled by the Company.

The acquisition of subsidiaries is accounted for using the purchase method. The cost of the acquisition is measured at the aggregate of the fair values, at the date of exchange, of assets given, liabilities incurred or assumed, and equity instruments issued by the Group in exchange for control of the business, plus any costs directly attributable to the business combination. The business identifiable assets, liabilities and contingent liabilities that meet the conditions for recognition under IFRS 3 are recognised at their fair value at the acquisition date, except for non-current assets (or disposal groups) that are classified as held for sale in accordance with IFRS 5 'Non-current Assets Held for Sale and Discontinued Operations', which are recognised and measured at fair value less costs to sell.

Any goodwill arising on acquisition is recognised as an asset and initially measured at cost, being the excess of the cost of the business combination over the Group's interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised. If, after reassessment, the Group's interest in the net fair value of the business identifiable assets, liabilities and contingent liabilities exceeds the cost of the business combination, the excess is recognised immediately in profit or loss.

Any interest of non-controlling shareholders in the business is initially measured at the non-controlled party's proportion of the net fair value of the assets, liabilities and contingent liabilities recognised.

Investments in associates and jointly controlled entities

An associate is an entity over which the Group is in a position to exercise significant influence, but not control or joint control, through participation in the financial and operating policy decisions of the investee. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies.

A jointly controlled entity is one over which the Group, together with one or more unrelated entities, is in a position to control the financial and operating policies of the entity.

The Group's equity investments are held with a view to realisation of capital gains and for this reason the Directors have designated such investments in associates and jointly controlled entities to be measured at fair value through profit or loss in accordance with IAS 39 'Financial Investments: Recognition and Measurement'.

Other investments

Investments over which the Group does not exercise control or significant influence are recognised at fair value.

Operating loss

Operating loss is stated before investment income and finance costs.

Retirement benefit costs

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

Revenue recognition

Revenue is measured at the fair value of the consideration received or receivable and represents amounts receivable for services provided in the normal course of business, net of discounts, VAT and other sales-related taxes.

Revenue from consultancy, corporate finance and other services are recognised in terms of the individual contracts. In most cases, this would be an agreed fee over a fixed period of time.

Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset's net carrying amount.

Leasing

Rentals payable under operating leases are charged to income on a straight-line basis over the term of the relevant lease.

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 statement of comprehensive income 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 balance sheet date.

Deferred tax is the tax expected to be payable or recoverable on 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, 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 balance sheet 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 statement of comprehensive income, 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 when 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.

Property, plant and equipment

Fixtures and equipment are stated at cost less accumulated depreciation and any recognised impairment loss.

Depreciation is charged so as to write off the cost or valuation of assets over their estimated useful lives using the straight-line method, on the following bases:

Computer equipment three years

Fixtures and equipment five years

The gain or loss arising on the disposal or retirement of an asset is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in income.

Intangible assets

(i) Internally generated intangible assets - research and development expenditure

Expenditure on research activities is recognised as an expense in the period in which it is incurred.

An internally generated intangible asset arising from the Group's development activities is recognised only if all of the following conditions are met:

· an asset is created that can be identified (such as software and new processes);

· it is probable that the asset created will generate future economic benefits; and

· the development cost of the asset can be measured reliably.

Internally generated intangible assets are amortised on a straight-line basis over their useful lives. Where no internally generated intangible asset can be recognised, development expenditure is recognised as an expense in the period in which it is incurred.

(ii) Acquired intangible assets

Intangible assets that are acquired as a result of a business combination and that can be separately measured at fair value on a reliable basis are separately recognised on acquisition at their fair value. Amortisation is charged on a straight-line basis to the statement of comprehensive income over their expected useful lives and is included within 'Other administrative expenses'.

Patents and trademarks

Patents and trademarks are measured initially at purchase cost and are amortised on a straight-line basis over their estimated useful lives.

Impairment of tangible and intangible assets excluding goodwill

At each balance sheet date, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where the asset does not generate cash flows that are independent from other assets, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. An intangible asset with an indefinite useful life is tested for impairment annually and whenever there is an indication that the asset may be impaired.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (cash generating unit) is reduced to its recoverable amount. An impairment loss is recognised as an expense immediately, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Where an impairment loss subsequently reverses, the carrying amount of the asset (cash generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (cash generating unit) in prior years. A reversal of an impairment loss is recognised as income immediately, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

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: financial assets 'at fair value through profit or loss' (at 'FVTPL') and 'loans and receivables'. The classification depends on the nature and purpose of the financial assets and is determined at the time of initial recognition.

Financial assets at FVTPL

Financial assets are classified as at FVTPL where the financial asset is either held for trading or it is designated as at FVTPL.

A financial asset is classified as held for trading if:

· it has been acquired principally for the purpose of selling in the near future;

· it is a part of an identified portfolio of financial instruments that the Group manages together and has a recent actual pattern of short-term profit taking; or

· it is a derivative that is not designated and effective as a hedging instrument.

A financial asset other than a financial asset held for trading may be designated as at FVTPL upon initial recognition if:

· such designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise; or

· the financial asset forms part of a group of financial assets or financial liabilities or both, which is managed and its performance is evaluated on a fair value basis, in accordance with the Group's documented risk management or investment strategy, and information about the Group is provided internally on that basis; or

· it forms part of a contract containing one or more embedded derivatives and IAS 39 'Financial Instruments: Recognition and Measurement' permits the entire combined contract (asset or liability) to be designated as at FVTPL.

Financial assets at FVTPL are stated at fair value, with any resultant gain or loss recognised in profit or loss. The net gain or loss recognised in profit or loss incorporates any dividend or interest earned on the financial asset.

The fair value of unlisted investments is established using valuation techniques. The valuation methodology used most commonly by the Group is the 'price for recent investment' contained in the 'International private equity and venture capital valuation guidelines' endorsed by the British & European Venture Capital Associations. The following considerations are used when calculating the fair value of unlisted investments:

· where the investment being valued was itself made recently, its cost will generally provide a good indication of fair value; and

· where there has been any recent investment by third parties, the price of that investment will provide a basis of the valuation.

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.

Impairment of financial assets

Financial assets, other than those at FVTPL, are assessed for indicators of impairment at each balance sheet date. Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been impacted.

For shares classified as Available For Sale (AFS), a significant or prolonged decline in the fair value of the security below its cost is considered to be objective evidence of impairment. For all other financial assets, including redeemable notes classified as AFS and finance lease receivables, objective evidence of impairment could include:

· significant financial difficulty of the issuer or counterparty;

· default or delinquency in interest or principal payments; or

· it becoming probable that the borrower will enter bankruptcy or financial re-organisation.

For certain categories of financial assets, such as trade receivables, assets that are assessed not to be impaired individually are subsequently assessed for impairment on a collective basis. Objective evidence of impairment for a portfolio of receivables could include the Group's past experience of collecting payments, an increase in the number of delayed payments in the portfolio past the average credit period of 60 days, as well as observable changes in national or local economic conditions that correlate with default on receivable.

Impairment of financial assets continued

The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets with the exception of trade receivables, where the carrying amount is reduced through the use of an allowance account. When a trade receivable is considered uncollectible, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against the allowance account. Changes in the carrying amount of the allowance account are recognised in profit or loss.

With the exception of AFS equity instruments, if, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed through profit or loss to the extent that the carrying amount of the investment at the date the impairment is reversed does not exceed what the amortised cost would have been had the impairment not been recognised.

In respect of AFS equity securities, impairment losses previously recognised through profit or loss are not reversed through profit or loss. Any increase in fair value subsequent to an impairment loss is recognised directly in equity.

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.

Financial liabilities and equity

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into.

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.

Financial liabilities

Financial liabilities are classified as 'other financial liabilities'.

Other financial liabilities

Other financial liabilities, including borrowings, are initially measured at fair value, net of transaction costs. Other financial liabilities are subsequently measured at amortised cost using the effective interest method, with interest expense recognised on an effective yield basis. The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability or, where appropriate, a shorter period.

Derecognition of financial liabilities

The Group derecognises financial liabilities when, and only when, the Group's obligations are discharged, cancelled or they expire.

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 valueat 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.

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 25.

5. Revenue

The principal sources of revenue for the Group from continuing operations are as follows:

6. 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.

7. Loss for the year

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

The analysis of auditors' remuneration is as follows:

8. Employee costs (including Directors)

The average monthly number of employees (including Executive Directors) employed by the Group during the year was 3, all of whom were involved in management and administration activities (2012: 3).

Details of Directors' remuneration and gains on the exercise of share options can be found in the section of the Directors' remuneration report on page 5.

9. Investment revenues by asset category

10. Tax

Corporation tax is calculated at 20% (2012: 20%) of the estimated assessable loss for the year.

Taxation for other jurisdictions is calculated at the rates prevailing in the respective jurisdictions.

The credit for the year can be reconciled to the loss per the consolidated statement of comprehensive income as follows:

Temporary differences arising in connection with interests in associates and joint ventures are insignificant.

Deferred tax assets of approximately £246,000 (2012: £193,000) have not been recognised as the Directors consider there to be insufficient evidence that the assets will be recovered. An analysis of the approximate deferred tax assets which have not been recognised is shown below:

11. Discontinued operations

12. Disposal of Ipso Capital Limited

13. Demerger of Ipso Management Limited

14. Loss per share

Basic loss per share is calculated by dividing the earnings 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.

15. Intangible assets

None of the intangible assets are internally generated.

16. Property, plant and equipment

17. Investments

The Group held the following equity investments in unquoted companies:

All of the investments, held at fair value through profit and loss, were designated as such upon initial recognition.

18. Other financial assets

Categories of financial instruments

Categories of financial instruments continued

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

Ageing of past due but not impaired receivables

Cash and cash equivalents

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.

Capital risk management

The Group manages its capital to ensure that entities in the Group will be able to continue as going concerns while maximising the return to stakeholders. The capital structure of the Group consists of cash, cash equivalents and equity, comprising issued capital, reserves and retained losses.

Significant accounting policies

Details of the significant accounting policies and methods adopted, including the criteria for recognition, the basis of measurement and the basis on which income and expenses are recognised, in respect of each class of financial asset, financial liability and equity instrument are disclosed in note 3 to the financial statements.

Financial risk management objectives

The Group's finance function monitors and manages the financial risks relating to the operations of the Group. These risks include market risk (including fair value interest rate risk and price risk), 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, whichprovide 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.

Market risk

The Group's activities expose it primarily to the financial risks of changes in interest rates. There has been no significant change in the year to the Group's exposure to market risks or the manner in which it manages and measures the risk.

Interest rate risk

The Group's exposure to interest rate risk is limited to their short-term cash deposits.

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 Group's credit risk is primarily attributable to its other receivables. The other receivables balance relates to an amount due from HM Revenue & Customs. The Directors do not consider that there is any significant credit risk associated with this and, therefore, no allowance has been made against this amount. An allowance for impairment is made where there is an identified loss event which, based on previous experience, is evidence of a reduction in the recoverability of the cash flows.

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.

19. Other financial liabilities

Trade and other payables

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

20. Borrowings

On 13 January 2013 the Company issued £100,000 unsecured convertible loan notes. The loan notes bear interest at 10% per annum with the interest payable at the redemption date which is 13 January 2015. The loan notes are convertible at 0.25p per share.

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:

21. Share capital

Share issues during the year

On 1 February 2013 the Company raised £260,000 by the issue of 104,000,000 new ordinary shares for cash at 0.25p per share.

22. Share premium account

23. Own shares

This represents shares held by the Employee Benefit Trust on behalf of employees.

24. Other reserves

25. Share options

26. Retained losses

27. Non-controlling interest

28. Notes to the cash flow statement

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.

29. Retirement benefit schemes

Defined contribution schemes

The Group makes contributions to employees' personal pension schemes.

30. Events after the year end

On 23 October 2013 the Company raised £137,000 before expenses by the issue of convertible loan notes.  The loan notes are repayable 18 months from the date of issue and may be converted, at the sole option of the noteholder, into new ordinary shares in the Company at any time up to maturity at a price of 0.5 pence per share. Interest on the loan notes will accrue at the rate of 10 per cent. per quarter.

31. Operating lease arrangements

The Group as lessee

32. Related party transactions

Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in this note.

During the year ended 30 April 2013, fees of £11,000 were paid to Dearden Chapman Accountants Limited in respect of James Longley's services as Chief Financial Officer

During the year ended 30 April 2013, fees of £7,000 were paid to ACL Capital in respect of Nicholas Lee's services as director.

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 5.