PPG.L Regulatory News (PPG)

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"") (which forms part of domestic UK law pursuant to the European Union (Withdrawal) Act 2018). With the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.

Plutus PowerGen Plc / Ticker: PPG / Index: AIM

29 January 2021

Plutus PowerGen plc

("Plutus", the "Group" or the "Company")

Final Results

Plutus PowerGen plc (AIM: PPG), an AIM Rule 15 cash shell, announces its results for the year ended 30 April 2020.

Copies of the Annual Report and Accounts for the year ended 30 April 2020 will shortly be posted to shareholders and will be available on the Company's website (www.plutuspowergenplc.com) shortly.

The Company also announces that it expects to publish its half yearly report for the six months ended 30 October 2020 by 28 February 2021. The publication date utilises the permitted extension of up to one month to complete and announce half yearly reports, as per the guidance issued by AIM Regulation in the "Inside AIM" publication dated 9 June 2020.

Chairman's Statement

Year to 30 April 2020

There is no doubt that the past year has been a challenging and tumultuous year for the Group, an annus horribilis in most respects. Before I go into detail with regard to some of these events, I wish to explain how the loss of value to shareholders occurred. Plutus had previously been awarded management contracts to operate nine flexible energy generation ("FlexGen") sites which are co-owned with Rockpool Investments LLP ("Rockpool"). In the period under review we held 44.5% shareholdings, via Plutus PowerGen plc ("PPG", the "Group" or the "Company) and Plutus Energy, in each of these sites which rank behind the EIS investors in terms of getting their capital returned and pari passu thereafter. Plutus has had no influence over the running of the nine co-owned entities which each have a single director. Plutus does not have board representation on any of these companies which are independent of Plutus. We merely have a shareholding and had a management contract in each company and no influence beyond that or on any events effecting the industry in which we operated.

We have also been informed by Rockpool that these shareholdings are worthless, and we have therefore written them off in these accounts, a sum of only £152. In addition, Rockpool have informed us that we are unlikely to receive the accrued management fees that are due. These accrued fees remain in Plutus Energy Limited which has been spun out of Plutus PowerGen, further details of which are set out below. As the management fees rank ahead of the equity held by Rockpool and Plutus, but behind the debt owed to Rockpool by the co-owned companies, we can only conclude that the equity has limited value to Plutus and the Rockpool EIS investors, being some £35million of losses to Rockpool EIS investors. The companies also have loans owing to Rockpool. It is our belief that there is a reasonable chance that these loans will be repaid as there is a potential substantial value in the Capacity Mechanism ("CM") contracts awarded to certain of the co-owned sites, together with the residual value assets on each site.

The material events which adversely hit the operations of the company commenced, in reality, on 27 August 2019 when the Group received notice from the non-executive directors of Rockpool that the Group's management contracts in connection with the existing six Rockpool EIS funded FlexGen sites were to be terminated. The notice gave Plutus a six-month notice period. 

Further, on 18 October 2019, Mr Paul Lazarevic (the Company's former Operations Director) stated that he considered that he had ceased to be a director of Plutus with immediate effect. Mr Lazarevic notified the Board that he had informed Rockpool Investments, the directors of the Group's co-investee companies and the main suppliers/contractors of the Group (including the Company's nominated adviser) that he had ceased to be a director of the Company. Mr Lazarevic's director's service contract and consultancy agreement required that he give the Parent Company six months prior written notice of termination. The Parent Company had received no such notice. Shareholders should note that since the recent spin off of Plutus Energy, completed in December 2020, the rights to claim against Mr. Lazarevic have been assigned to Plutus Energy Limited and no longer form part of PPG.

Following the departure of Paul Lazarevic, the Group was potentially in breach of their management contracts with Rockpool due to the Group not having the necessary competent personnel to carry out the obligations stipulated in these management contracts. Under the management contracts the Group had a 60-day period to remedy this breach. Following a subsequent meeting between the Group, Rockpool, the directors of Plutus's co-investee companies in the FlexGen sites and third parties put forward by the Group to run the FlexGen sites, the Group was informed that the third parties had withdrawn their offer to run the sites for the period through to the end of the notice period, being on 19 February 2020, as the contracts potentially offered would be too short.

In addition, the Group announced, on 19 October 2019, that Attune Energy's management contract with Plutus had been terminated by Attune Energy on a three-month notice period and with effect from 21 January 2020. The Group was therefore unable to manage this standby diesel generation site due to not having the requisite in-house operational expertise and having been unable to secure appropriate sub-contractors to manage the site.

As a result of the above developments the Group had, with immediate effect, ceased to receive management fees from its six FlexGen sites and its management contract with Attune Energy. The Group had 60 days from 21 October 2019 to remedy the breaches following which the management fees would be re-instated until the end of the notice periods which the company was unable to do. Such fees accrue to Plutus Energy Limited, now demerged from Plutus PowerGen plc.

REQUISITION OF GENERAL MEETING

To further compound matters, when management were strategising a future for the Group, this was further compromised on 20 November 2019, by a requisition by JIM Nominees Limited ("JIM") requiring the directors to call a general meeting of the Parent Company's shareholders in accordance with the Companies Act. JIM was a member of the Parent Company and a holder of in excess of 5% of the Parent Company's current issued share capital. The requisition proposed that shareholders be asked to consider ordinary resolutions to remove all the current directors from the Board and to appoint Nicholas Lee, David Horner and Dr Nigel Burton to the board of the Parent Company.

The general meeting was held on 10 January 2020 and all the resolutions failed and accordingly all the current directors remained in place.

LOANS FROM CERTAIN DIRECTORS

On 21 January 2020, the Group entered into an agreement with Charles Tatnall and James Longley, Chairman and Interim CEO of the Parent Company respectively, for an unsecured loan facility (the "Loan") of up to £150,000 (the "Loan Agreement") to alleviate the working capital position of the Group. The Loan was used to meet the Group's short-term working capital needs at the time. A total of £75,000 was drawn down by the company under this facility.

The Loan was to carry interest on the principal amount outstanding from time to time at the rate of 10 per cent. per annum but was waived by the Directors.

DEMERGER, PLACING, DEBT CAPITALISATION AND CAPITAL REORGANISATION

The Group therefore found itself in a position where it was unable to realise its shareholdings in its co-investee companies nor generate any revenue from them. It effectively had no operating assets nor income. The directors therefore had to decide what was the best way forward for the shareholders to enable them to maximise value from the then situation.

On 9 October 2020, the directors therefore decided to convene a general meeting of the Group to consider certain proposals including the proposed demerger of Plutus Energy Limited, a capital reorganisation, proposed debt capitalisation and a conditional placing to raise gross proceeds of £600,000 at 0.02 pence per share which was approved by the Parent Company's shareholders at a general meeting held on 3 November 2020 and subsequent confirmation of a Reduction of Capital by the High Court of Justice of England and Wales. The transaction completed on 10 December 2020 at which point Plutus Powergen plc became classified as an AIM Rule 15 cash shell.

The demerged entity, Plutus Energy Limited, holds the Group's shares in Attune Energy Limited and a receivable totalling £656,856 in unpaid management fees owed to the Group together with the litigation rights with the Company's ex Chief Operation Officer, Mr Lazarevic. Rockpool did not provide the necessary consents to enable Plutus to demerge their interests in the remaining FlexGen sites and these remain held by Plutus, albeit they are effectively worthless for the reasons detailed above. The Company intends to demerge these interests from Plutus in due course once consent is received from Rockpool.

The objective of the demerger was to create value for existing shareholders through developing its existing energy assets in a private vehicle and provide a continued investment in an AIM Rule 15 Cash Shell seeking to deploy the Company's cash resources following completion of the Proposals towards the acquisition of an operating business (or operating assets) with such an acquisition constituting a reverse takeover under Rule 14 of the AIM Rules.

The Company raised £600,000 (before commissions and expenses) through the proposed issue of the 3,000,000,000 Placing Shares at the Placing Price. The Placing was arranged by Turner Pope as the Company's joint broker. Pello Capital acted as sub-placing agent to Turner Pope and have subsequently been appointed as joint broker to the Company. The net proceeds of the Placing, estimated to be £490,000, have been used by the Company to enable the settlement of trade and other creditors, including fees owed to directors, totalling approximately £275,000 and continue to be used by the Company for general working capital purposes whilst it seeks a suitable reverse takeover candidate.

Certain of the Directors, trade creditors and advisers agreed to capitalise certain amounts that were either owed or contractually due to be settled in the next 12 months totalling £266,094. The debts were satisfied through the issue by the Company of 1,390,470,000 new Ordinary Shares at the Placing Price. These included myself and James Longley capitalising debts totalling £61,500 each including the £75,000 loan detailed earlier in this statement.

STRATEGY AND FINANCING

Following its demerger of Plutus Energy Limited on 10 December 2020, capital reorganisation, placing to raise £600,000, and debt capitalisation, the Company is an AIM Rule 15 Cash Shell and as such is required to make an acquisition or acquisitions which constitute a reverse takeover under AIM Rule 14 and is actively pursuing opportunities to fulfil this requirement.

On 28 January 2021 the Company announced that it had entered into convertible subscription agreements to raise £200,000, before expenses, through the issue of unsecured convertible loan notes (the "Convertible Loans"). The Company is raising the funds to assist the Company in covering the additional costs of any potential future reverse takeover transaction and for general working capital purposes.

The Convertible Loans were placed with clients of Pello Capital Limited, the Company's joint broker and placing agent for the purposes of the issue of the Convertible Loans.

The key terms of the Convertible Loans are as follows:

· 12-month term

· 8% annual interest rate, payable in cash in arrears on 31 January, 30 April, 31 July and 31 October, with the first instalment due to be paid on 30 April 2021

· principal and accrued but unpaid interest will be convertible at a 25 per cent. discount to the price of new ordinary shares that are issued pursuant to a placing conducted simultaneous with the re-admission of the ordinary shares of the Company to trading on AIM becoming effective following an acquisition or acquisitions which constitute a reverse takeover under Rule 14 of the AIM Rules ("Re-Admission")

· convertible at the date of Re-Admission

· unsecured

The Company expects to receive the funds from the issue of the Convertible Loans by the beginning of February 2021.

DIVIDEND

We do not propose to pay a dividend for the foreseeable future.

INTERIM ACCOUNTS

The Company also announces that it expects to publish its half yearly report for the six months ended 30 October 2020 by 28 February 2021. The publication date utilises the permitted extension of up to one month to complete and announce half yearly reports, as per the guidance issued by AIM Regulation in the "Inside AIM" publication dated 9 June 2020.

OUTLOOK

I would like to thank my co-directors for their valued efforts, as well as our partners, consultants and advisers who have provided their expert support during this difficult year. We look forward to sourcing and completing a successful acquisition or acquisitions which will constitute a reverse takeover under AIM Rule 14 and enable the directors to maximise value for the Company's shareholders.

Charles Tatnall

Executive Chairman

29 January 2021

Strategic Report

Interim Chief Executive's Review

OPERATIONS

The year ended 30 April 2020 has again been a challenging one with many changes to the operations and status of the Group as detailed in the Chairman's Report.

We had reported last year that post year end the Group had received notice, on 27 August 2019, from the non-executive directors of Rockpool that its management of the existing Rockpool EIS funded sites were to be terminated, on a six-month notice period, without explanation. On 18 October 2019, Paul Lazarevic unexpectedly left the Group. The directors believe that this was in breach of contract and litigation is proceeding against Mr Lazarevic, the rights to which have been transferred to Plutus Energy Limited as part of the re-organisation detailed below and are no longer held within PPG. We subsequently lost all the management contracts for the co-owned investee companies despite our efforts to sub-contract the operations of the Company to third party contractors. The resignation of Mr Lazarevic therefore caused the Group to be left with no revenue streams from late October 2019. Rockpool initiated a sales process of the operating sites, advised by Jones Lang LaSalle, but were unable to attract any suitable offers for the sites. Regardless of the foregoing, we have written off the carrying value of the sites in these accounts being £152 as the directors believe that, in the current circumstances, there is no value to our 44.5% carried interests in these sites. This write off is based largely on information given to us by Rockpool that there is likely to be little or no value in the equity of all nine co-owned investee companies (of which eight remain held in Plutus Powergen Plc with the interest in Attune Energy being held in Plutus Energy Limited, a private company). We therefore no longer have an operating business.

RE-ORGANISATION

All our efforts have, therefore been spent on re-positioning the Group for the future, to enable us to enhance shareholder value via the spin off, placing, and becoming an AIM Rule 15 Cash Shell. The Company is required to make an acquisition or acquisitions which constitute a reverse takeover under AIM Rule 14. The company is actively seeking an acquisition which fulfil the requirements of being an AIM Rule 15 cash shell and such acquisition would constitute a reverse takeover of the Company. Following its reclassification as an AIM Rule 15 cash shell on 10 December 2020, the Company is required to make an acquisition which constitutes a reverse takeover under the AIM Rules by 10 June 2021, failing which the Company's ordinary shares would be suspended from trading on AIM pursuant to AIM Rule 40. The Company's admission to trading on AIM would then be cancelled six months from the date of suspension, should the reason for the suspension not have been rectified.

This process took some considerable time and effort and culminated in the demerger of Plutus Energy Limited, a capital re-organisation, a placing to raise £600,000 (before expenses) and a proposed debt capitalisation, all of which completed in the second week of December 2020. In order to effect the Demerger of Plutus Energy, there was a bonus issue paid out of the Share Premium Account of Plutus on the basis of one Plutus B Ordinary Share for every one Ordinary Share held by a Shareholder on the register of members on the Demerger Record Date. The Bonus Issue was effected so that the Plutus Energy Shares may be transferred to Shareholders as a repayment of capital. The Plutus B Ordinary Shares were then cancelled pursuant to the Reduction of Capital by reducing the Parent Company's share capital in accordance with the provisions of the Act. This involved the cancellation of the Parent Company's Share Premium Account and the capital thereon repaid to Shareholders by the transfer of the Plutus Energy Shares.

The share capital of the company was further re-organised to facilitate the placing raising £600,000 (before expenses). This was required since the Placing Price was less than the nominal value of 0.1 pence per existing ordinary share. The Companies Act (as amended) prohibits the Parent Company from issuing ordinary shares at a price below the nominal value. Accordingly, the Parent Company sought shareholder approval to carry out the Capital Reorganisation whereby each existing ordinary share was subdivided into one New Ordinary Share and nine Deferred Shares. The Deferred Shares have no rights, and the Company has not issued any certificates or credited CREST accounts in respect of them and the deferred shares have not been admitted to trading on AIM.

Following completion of the reorganisation the company has adequate cash resources and working capital for 12 months. However, the Company continues to consider its short-term funding options to assist in covering the additional costs of any potential future reverse takeover transaction and for the benefit of all shareholders in PPG and accordingly announced on 28 January 2020 that the Company had entered into convertible subscription agreements to raise £200,000, before expenses, through the issue of unsecured convertible loan notes. The Company is raising the funds to assist the Company in covering the additional costs of any potential future reverse takeover transaction and for general working capital purposes.

All shareholders immediately prior to the placing and debt capitalisation have a pro rata shareholding in Plutus Energy Limited which is now a private company. By undertaking the foregoing processes, the shareholders at that time have the benefit of a shareholding in both the listed company and the private company and this gives the optimum chance of enhancing shareholder value via these two routes.

James Longley

Interim Chief Executive Officer

29 January 2021

Financial Review

The Group's total revenue for financial year end 30 April 2020 amounted to £567,744 (2019: £1,275,000) with a profit before tax of £320,841 (2019: loss before tax of £1,650,701). The profit before tax figure includes a gain of approximately £570,000 (2019: charge £124,408) in connection with share-based payments due to the cancellation of the share option schemes. As at 30 April 2020 the Group's consolidated cash and cash equivalents stood at £2,413 (2019: £45,177). The Group's cash balance at the date of this report is £82,305, before the receipt of funds from the convertible loan note announced on 28 January 2021.

The substantial reduction in revenue in the year ended 30 April 2020 reflects the loss of the management contracts above in the period under review and the Group ceasing to receive management fees from its FlexGen sites and Attune Energy management contract with effect from October 2019.

Plutus Energy Limited, which is now spun off into a private entity, is currently owed £656,856 in accrued and deferred fees from the co-investee companies. In the last financial year, the directors performed an annual review on the goodwill created from the acquisition of Plutus Energy Limited by PPG in 2014 and decided to write off all of the £1,085,000 created via its acquisition as none of the directors of Plutus Energy Limited were still in place from the original acquisition and the company no longer had an operational business, in the year ended 30 April 2019 (2020: Nil).

During the year under review, revenue reduced to £567,744 (2019: £1,275,000) because of the cancellation of the management contracts with the co-investee companies. Administrative expenses have reduced to £814,959 (2019: £2,793,293) The prior year included the £1,085,000 write off of goodwill. Nevertheless, overheads have been reduced considerably in line with the reduced operations and change of status of the company during the year to a cash shell. Taxation is £0 in 2020 (2019: £0) and consequently the basic and diluted profit per share from continuing operations was 0.04p (2019: loss 0.22p). The company currently has 5,263,004,994 ordinary shares in issue. All share options have been cancelled for the directors and the Rockpool warrants expire in May this year. In connection with the placing referred to above 600,000,000 broker warrants were issued to Turner Pope, joint broker to the Company of which 300,000,000 were transferred to Pello Capital following completion of the Placing.

Key performance indicators

The key performance indicators are set out below:

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 Group are set out in note 26 to the financial statements.

Being a small Group with only three directors and employees, the directors believe that the COVID-19 pandemic is likely to have little effect on the Group internally as the Group follows all the government guidelines in that respect. However, there is no guarantee that the effects of the pandemic do not, for example, have an effect on our ambitions with regard to being an AIM Rule 15 Cash Shell and executing on a potential reverse takeover transaction or transactions.

Promotion of the company for the benefit of the members as a whole

The Director's believe they have acted in the way most likely to promote the success of the Group for the benefit of its members as a whole, as required by s172 of the Companies Act 2006.

The requirements of s172 are for the Directors to:

· Consider the likely consequences of any decision in the long term,

· Act fairly between the members of the Group,

· Maintain a reputation for high standards of business conduct,

· Consider the interests of the Group's employees,

· Foster the Group's relationships with suppliers, customers and others, and

· Consider the impact of the Group's operations on the community and the environment.

The Parent Company is quoted on AIM and its members will be fully aware, through detailed announcements, shareholder meetings and financial communications, of the Board's broad and specific intentions and the rationale for its decisions.

When selecting investments, issues such as the impact on the community and the environment have actively been taken into consideration.

The Group pays its employees and creditors promptly and keeps its costs to a minimum to protect shareholders funds.

Going concern

The Directors consider the Group has sufficient resources to continue to actively seek an acquisition or acquisitions which will constitute a reverse takeover under AIM Rule 14.

At the current time the Parent Company has adequate cash resources and working capital for 12 months. However, the Company is considering short term funding options to assist in covering the additional costs of any potential future reverse takeover transaction.

The Parent Company was reclassified as an AIM Rule 15 Cash Shell on 10 December 2020. Following its reclassification as an AIM Rule 15 cash shell, the Company is required to make an acquisition which constitutes a reverse takeover under the AIM Rules by 10 June 2021, failing which the Company's ordinary shares would be suspended from trading on AIM pursuant to AIM Rule 40. The Company's admission to trading on AIM would then be cancelled six months from the date of suspension, should the reason for the suspension not have been rectified.

As stated above, the Directors have a reasonable expectation that the Group has adequate resources to continue in operation or existence for the foreseeable future thus we continue to adopt the going concern basis in preparing the financial statements. Further details regarding the adoption of the going concern basis can be found in Note 4 of the financial statements.

The Parent Company's employees carry out their duties remotely, via the network infrastructure in place. As a result, there was no disruption to the operational activities of the Company during the COVID-19 social distancing and working from home restrictions. All key business functions continue to operate at normal capacity.

Principal Risks and Uncertainties

We have identified the principal risks to the Group achieving its objectives, and risk management is regularly on the agenda of the Board, Audit Committee and other senior management meetings.

Risk

The Group is an AIM Rule 15 Cash Shell and as such is actively seeking an acquisition or acquisitions which will constitute a reverse takeover under AIM Rule 14. Funds are no longer being raised for flexible energy generation, meaning that if a target is not secured the group has no viable source of revenue generation.

Potential Impact

Our business model now depends on our ability to find a suitable acquisition target under AIM Rule 14 and/or the company raising sufficient finance for such a transaction. If no target is found the group's shares are suspended and after a further 6 months of unsuccessful targeting the Groups shares are delisted.

Mitigation

The directors are actively in discussions with a number of potential Reverse Take-over targets and providers of finance.

James Longley

Director

29 January 2021

GROUP STATEMENT OF COMPREHENSIVE INCOME

For the year ended 30 April 2020

There are no items of other comprehensive income.

GROUP AND COMPANY STATEMENTS OF FINANCIAL POSITION

The Company has elected to take the exemption under section 408 of the Companies Act 2006 not to present the parent company profit and loss account. The total comprehensive gain for the parent company for the year was £503,222 (2019: loss of £1,435,396).The financial statements of Plutus PowerGen plc, registered number 5859612, were approved by the Board of Directors and authorised for issue on 29 January 2021.

They were signed on its behalf by:

James Longley

Director

GROUP STATEMENT OF CHANGES IN EQUITY

For the year ended 30 April 2020

COMPANY STATEMENT OF CHANGES IN EQUITY

For the year ended 30 April 2020

GROUP AND COMPANY STATEMENTS OF CASH FLOW

For the year ended 30 April 2020

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 30 April 2020

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 24. The nature of the Group's operations and its principal activities are set out in the Strategic Report on pages 6 to 7 and in the Chairman's Statement on pages 2to 5.

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 PPG (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 PPG (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. The revenue shown in the accounts is all derived from discontinued operations.

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.

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

£2,413 and net current liabilities of £47,489 as at 30 April 2020, and incurred a gain of £320,841 for the year then ended. The company subsequently raised £600,000 in December 2020, before expenses, by way of a placing and a further £2000,000, before expenses, by way of a convertible loan note in January 2021. 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 12 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 24.

(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 - Gain/LOSS FOR THE YEAR

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

The analysis of auditors' remuneration is as follows:

7 - EMPLOYEE COSTS (INCLUDING DIRECTORS)

The employee share option reserve was written down during the year.

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 (2019: 5).

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 21 to 22.

8 - OTHER OPERATING EXPENSES

9 - Discontinued operations

During 2019 and 2020 the Group was given notice that its management contracts with the SPVs were being terminated.

As a result, it has written down its investments in the SPVs to zero.

The related financial information is set out below:

a) Results of disposal group

10 - TAX

Corporation tax is calculated at 19% (2019: 19%) 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

Deferred tax assets of approximately £463,400 (2019: £572,690) have not been recognised as the Directors consider there to be insufficient evidence that the assets will be recovered.

11 - 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.

12 - INVESTMENTS IN SUBSIDIARIES

During the period under review the Group held the following investments in subsidiary undertakings:

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

13 - 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 within Note 3

These investments have been written off in these accounts although they remain available for sale.

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

Attune Energy Limited is held by Plutus Energy Limited, which no longer forms part of the Group.

14 - GOODWILL

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 reviewed the carrying value of goodwill as at 30 April 2019 and considered that the whole balance should be written off.

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.

15 - TRADE AND OTHER RECEIVABLES

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

16 - 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.

17 - TRADE AND OTHER PAYABLES

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.

18 - BORROWINGS

Group and Company convertible loans

On 22 December 2014 the Company issued £200,000 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.

On 23 July 2019 the remaining £100,000 loan notes were converted into equity at a price of 0.275 pence per Ordinary £0.001 share.

On 28 January 2021, the company entered into convertible subscription agreements to raise £200,000, before expenses, through the issue of unsecured convertible loan notes

19 - SHARE CAPITAL

Share issues

On 1 February 2016 the following share issues took place:

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

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

On 19 May 2017 the following share issues took place:

· 20,000,000 shares were issued for cash at 0.9p per share on the exercise of warrant On 29 November 2017 the following share issues took place:

· 12,500,000 shares were issued for cash at 0.8p per share on the conversion of convertible loan stock

On 30 November 2018 the following share issues took place:

· 101,333,333 shares were issued for cash at 0.6p per share following a placing

On 23 July 2019 the following share issues took place:

· 10,909,090 shares were issued at 0.275 pence per on the conversion of convertible loan stock

On 30 September 2019 the following share issues took place:

· 36,363,636 shares were issued at 0.275 pence per share in consideration of an outstanding debt

20 - SHARE PREMIUM ACCOUNT

21 - SHARE OPTION AND WARRANT RESERVE

22- LOAN NOTE EQUITY RESERVE

23 - GROUP RETAINED LOSSES

24- SHARE OPTIONS AND WARRANTS

The Company's 2013 share option plan, which was approved on 8 March 2013, and whereby options were granted over, in aggregate, 14,310,000 ordinary shares of 0.1 pence each to the Directors of the Company, was cancelled on 9 October 2020. In May 2017 a new share option scheme was also introduced by the Company, and this scheme was also cancelled on 9 October 2020. There are no outstanding options in the Company.

As a part of the proposed demerger of Plutus Energy Limited, capital reorganisation, debt capitalisation and placing to raise gross proceeds of £600,000 at 0.02 pence per share of the Company, which took place in December 2020, Turner Pope, joint brokers were issued with 600,000,000 broker warrants exercisable at 0.02p pence per share

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

£31,276 (2019: £31,726) in relation to the issue of the Rockpool warrants during the year. The inputs to the Black-Scholes model were as follows:

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

25- FINANCIAL INSTRUMENTS

Categories of financial instruments

26- 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, 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. £656,856 in accrued and deferred fees are overdue but not impaired.

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.

27 - 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.

28- OPERATING LEASE ARRANGEMENTS

 IFRS16 was not adopted due to the value in the current year. The Group has no ongoing leases.

29- RELATED PARTY TRANSACTIONS

During the year ended 30 April 2020 £107,250 (2019: £167,000) fees were paid to Tatbels Limited in respect of Charles Tatnall's services as Executive Chairman.

During the year ended 30 April 2020, fees of £107,250 (2019: £167,000) were paid to Dearden Chapman Accountants Limited previously known as Chapman Longley Limited in respect of James Longley's services as Chief Financial Officer.

During the year ended 30 April 2020 fees of £50,250 were paid to Apex Power Limited in respect of services rendered by Paul Lazarevic. In 2019 fees of £125,000 were paid to Apex Power Limited in respect of services rendered by Paul Lazarevic. Paul Lazarevic was a director of Ennerco Limited in 2019.

During the year ended 30 April 2020 fees of £26,458 (2019: £22,000) 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.

During the year ended 30 April 2020, Stranger Holdings Plc a company controlled by James Longley and Charles Tatnall lent the Group a series of loans totalling £108,492. These loans were repaid prior to the year end and no interest was charged.

All the above related party transactions were at arm's length.

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.

All the above related party transactions were at arm's length.

In addition to the information disclosed in Note 24, movement on warrants held by the Directors is as follows:

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

£20,000. On 19 May 2017, 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

£20,000.

30- EVENTS AFTER THE YEAR END

DEMERGER, PLACING, DEBT CAPITALISATION AND CAPITAL REORGANISATION

On 9 October 2020, the directors convened a general meeting of the Company to consider certain proposals including the proposed demerger of Plutus Energy Limited, a capital reorganisation, proposed debt capitalisation and a conditional placing to raise gross proceeds of £600,000 at 0.02 pence per share which was approved by the Company's shareholders at a general meeting held on 3 November 2020 and subsequent confirmation of a Reduction of Capital by the High Court of Justice of England and Wales. The transaction completed on 10 December 2020 at which point the Company became classified as an AIM Rule 15 cash shell.

The demerged entity, Plutus Energy Limited, holds the Group's shares in Attune Energy Limited and a receivable totalling £656,856 in unpaid management fees owed to the Group together with the litigation rights with the Company's ex Chief Operation Officer, Mr Lazarevic. Rockpool did not provide the necessary consents to enable Plutus to demerge their interests in the remaining FlexGen sites and these remain held by Plutus, albeit they are effectively worthless for the reasons detailed above. The Company intends to demerge these interests from Plutus in due course once consent is received from Rockpool.

The objective of the demerger was to create value for existing shareholders through developing its existing energy assets in a private vehicle and provide a continued investment in an AIM Rule 15 Cash Shell seeking to deploy the Company's cash resources following completion of the Proposals towards the acquisition of an operating business (or operating assets) with such an acquisition constituting a reverse takeover under Rule 14 of the AIM Rules.

The Company raised £600,000 (before commissions and expenses) through the proposed issue of the 3,000,000,000 Placing Shares at the Placing Price. The Placing was arranged by Turner Pope as the Company's joint broker. Pello Capital acted as sub-placing agent to Turner Pope and have subsequently been appointed as joint broker to the Company. The net proceeds of the Placing, estimated to be £490,000, have been used by the Company to enable the settlement of trade and other creditors, including fees owed to directors, totalling approximately £275,000 and continue to be used by the Company for general working capital purposes whilst it seeks a suitable reverse takeover candidate.

Certain of the Directors, trade creditors and advisers agreed to capitalise certain amounts that were either owed or contractually due to be settled in the next 12 months totalling £266,094. The debts were satisfied through the issue by the Company of 1,390,470,000 new Ordinary Shares at the Placing Price. These included Charles Tatnall and James Longley capitalising debts totalling £61,500 each including the £75,000 loan detailed earlier in this statement.

SHARE OPTION SCHEMES

The Company's 2013 share option plan, which was approved on 8 March 2013, and whereby options were granted over, in aggregate, 14,310,000 ordinary shares of 0.1 pence each to the Directors of the Company, was cancelled on 9 October 2020. In May 2017 a new share option scheme was also introduced by the Company, and this scheme was also cancelled on 9 October 2020. There are no outstanding options in the Company.

CONVERTIBLE LOAN NOTE

The Board of Plutus, an AIM Rule 15 cash shell, announced on 28 January 2021, that it has entered into convertible subscription agreements to raise £200,000, before expenses, through the issue of unsecured convertible loan notes (the "Convertible Loans"). The Company raised the funds to assist the Company in covering the additional costs of any potential future reverse takeover transaction and for general working capital purposes.

The Convertible Loans were placed with clients of Pello Capital Limited, the Company's joint broker and placing agent for the purposes of the issue of the Convertible Loans. The key terms of the Convertible Loans are as follows:

- 12-month term;

- 8% annual interest rate, payable in cash in arrears on 31 January, 30 April, 31 July and 31 October, with the first instalment due to be paid on 30 April 2021;

- principal and accrued but unpaid interest will be convertible at a 25 per cent. discount to the price of new ordinary shares that are issued pursuant to a placing conducted simultaneous with the re-admission of the ordinary shares of the Company to trading on AIM becoming effective following an acquisition or acquisitions which constitute a reverse takeover under Rule 14 of the AIM Rules ("Re-Admission");

- convertible at the date of Re-Admission; and

- unsecured.