RM2.L Regulatory News (RM2)

·

Revenues for the year ended 31 December 2017 of US$ 6.6 million (2016: US$ 8.9 million)

·

Operating loss after tax for the period of US$ 43.9 million, of which US$ 20.7m is non-recurring (2016: US$ 52.8 million)

·

US$ 36 million raised (before fees and expenses) by way of a Placing (effected in two tranches; the first of which has been completed, with the second tranche conditional on the Company achieving certain milestones)

·

Open Offer to shareholders launched today to raise up to approximately £4.3 million (before expenses) at an issue price of 1 pence per share

·

Debt-free with unrestricted cash balance of US$ 16.7 million at 27 April 2017

·

Significant opportunities with Fortune 500 companies, including initial deployment of RM2 ELIoT pallets, and ongoing major trials

·

Converting some of these opportunities, deployed and financed on schedule, is expected to result in the Company generating positive EBITDA in 2019

RM2 International S.A.

+44 (0)20 7638 9571

Kevin Mazula, Chief Executive Officer

Jean-Francois Blouvac, Chief Financial Officer

Strand Hanson Limited (Nominated & Financial Adviser and Broker)

+44 (0)20 7409 3494

James Spinney / Ritchie Balmer / James Bellman

Citigate Dewe Rogerson (Financial PR)

+44 (0)20 7638 9571

Simon Rigby / Ellen Wilton

Page(s)

Company information

1

Consolidated management report

2- 10

Corporate governance report

11

Report of the Réviseur d'Entreprises Agréé

12 - 14

Consolidated statement of comprehensive income

15

Consolidated statement of financial position

16

Consolidated statement of changes in equity

17

Consolidated statement of cash flows

18

Notes to the consolidated financial statements

19-63

Directors & Advisers

Directors

R. Ian Molson

Chairman

Kevin Mazula

Chief Executive Officer

Jean-Francois Blouvac

Chief Financial Officer

Jan Dekker

Non-Executive Director

Charles Duro

Non-Executive Director

Lord Rose

Non-Executive Director

Paul Walsh

Non-Executive Director

Biographies of the Directors are available on the Company's website www.rm2.com

Registered Office

5 rue de la Chapelle

L-1325 Luxembourg

Grand Duchy of Luxembourg

Company number

RCS Luxembourg B 132.740

Nominated adviser and broker

Strand Hanson Limited

26 Mount Row

London W1K 3SQ

Independent Auditor

Grant Thornton Audit & Assurance

89A, Pafebruch

L-8308 Capellen

Luxembourg

Registrar

Computershare Investor Services (Jersey) Limited

Queensway House

Hilgrove Street

Jersey JE1 1ES

1.

Focus sales efforts principally on new deployment opportunities of RM2 ELIoT Smart Pallets

2.

Successfully complete the initial trials of RM2 ELIoT Smart Pallets with those potential customers

3.

Complete the transition to a high quality, low-cost outsourced manufacturing model

4.

Reduce exposure to previous low margin non-ELIoT enabled pallets deployments

5.

Unwind operations at the Canadian manufacturing site, streamline operating expenses, eliminate non value-added activities and monetize non-core, legacy assets

6.

Invest in RM2 ELIoT Smart Pallet add-on technologies

in $m

TOTAL

=

Recurring

+

One-Time

detail of One-Time

Outsourcing

Canada

Others

Revenue

6.6

5.7

0.8

0.0

0.0

0.8

"cash"

6.6

5.7

0.8

0.0

0.0

0.8

"differed cash"

0.0

0.0

0.0

0.0

0.0

0.0

"non-cash"

0.0

0.0

0.0

0.0

0.0

0.0

Cost of Goods

-34.8

-14.2

-20.7

-10.0

-6.7

-4.0

"cash"

-15.7

-5.0

-10.7

-3.9

-5.7

-1.2

"differed cash"

-4.9

0.0

-4.9

-4.9

0.0

0.0

"non-cash"

-14.3

-9.2

-5.0

-1.2

-1.0

-2.8

SG&A

-15.0

-13.7

-1.3

-1.9

0.0

0.6

"cash"

-14.1

-12.2

-1.9

-1.9

0.0

0.0

"differed cash"

0.6

0.0

0.6

0.0

0.0

0.6

"non-cash"

-1.5

-1.5

0.0

0.0

0.0

0.0

Other expenses

0.4

0.0

0.4

0.0

0.0

0.4

"cash"

0.4

0.0

0.4

0.0

0.0

0.4

"differed cash"

0.0

0.0

0.0

0.0

0.0

0.0

"non-cash"

0.0

0.0

0.0

0.0

0.0

0.0

Operating LOSS

-42.9

-22.2

-20.7

-11.9

-6.7

-2.2

"cash"

-22.8

-11.4

-11.4

-5.7

-5.7

0.0

"differed cash"

-4.3

0.0

-4.3

-4.9

0.0

0.6

"non-cash"

-15.8

-10.7

-5.0

-1.2

-1.0

-2.8

Revenues

The Company is now focussed on deploying RM2 ELIoT Smart Pallets which provide a clear value for its customers. Several trials were initiated and completed in late 2017 and are continuing through 2018.

Revenue generated by the Company including exceptional (i.e. beyond the normal course of business) items in 2017 was USD 6.6m, decreasing by USD 2.3m compared to the same period in the prior year. The decrease is attributable to a lower extraordinary item (i.e. beyond the normal course of business - sale of raw material) for USD 1.0m, a lower pallet velocity under rental for USD 0.8m, the impact of terminated contracts for tracking of third party assets in the Equipment Tracking business for USD 0.4m and slightly lower outright sales of pallets for USD 0.1m. The revenue generated from the pallet rental business, USD 4.9m, grew in EMEA and Canada by 33% and 56%, respectively, but did not offset the erosion of the business in the United States due to decreasing velocity and declining number of plants served in pallet loops by the Company's largest customer of non-ELIOT enabled pallets in the US, the contract which is in a wind-down mode. Excluding the one-time sale of raw material, recurring revenue for the Company reached USD 5.7m for 2017. The active pool of non-ELIOT enabled rental pallets amounted to 275k pallets as of 31 December 2017, an increase of 10k over year-end 2016.

Production and ramp-up costs

The Company completed the transition to an outsourced model in 2017. Throughout this process, the Company worked closely with its partner in Mexico to ramp up with lower cost, higher quality production in Mexico tailored to market demand. Focusing on process improvements and RM2 ELIoT Smart Pallet deployment led to a reduced production of non-ELIOT enabled pallets, with 78k pallets being produced in Mexico during the course of 2017. This created a situation of excess capacity with its supplier. The Company agreed to reimburse its partner an aggregate of USD 8.9m for the under-recovery of transition costs, of which USD 8.1m has been paid or accrued in 2017. USD 3.2m has been paid in 2017, with the remaining amount to be paid through periodic invoices and as surcharges to the unit cost. The full amount is to be satisfied no later than June 2019. The Company also incurred USD 0.7m of expenses in relation to the Chinese set-up, taking the total outsourcing cost recorded in 2017 as part of the Cost of Goods Sold to USD 8.8m.

The Canadian operations, which are in wind down mode over the year, triggered a cost of USD 5.7m while USD 5.0m of recurring expenses were incurred of which logistical expenses in relation with the pool of pallets deployed amounted to USD 4.0m and labour costs for the third party's assets tracking business in Wales amounted to USD 0.7m. The rest of Cost of Goods Sold (USD 15.4m) mainly concerns non-cash items. Business amortization and depreciation of tangible assets (equipment and pallets) amount for USD 9.2m and USD 5.0m of impairment were recorded by the company after fit-for-purpose review of manufacturing assets (USD 2.2m) and assessment of the fair market value of current assets (USD 2.8m) based on realizable value for inventory of pallets not eligible for retrofitting and raw material inventory.

1.

A 200-unit product performance trial was successfully completed, demonstrating that the product can perform in many different environments (e.g., sub-freezing and desert conditions)

2.

The product was certified by the appropriate agencies

3.

A 2,000-unit process trial was successfully completed, demonstrating that the product can be manufactured in a controlled manner in volume

4.

A larger scale trial of 500 units was conducted with one individual customer, demonstrating the advantages of higher volume analytics.

The current testing results are satisfactory; the Company's systems immediately flag pallets circulating outside of authorized loops, enabling a customer to better monitor its supply chain and reduce losses, and permitting the Company to generate updated balances and accurate invoices immediately. The Company has entered into a Phase 1 agreement for an initial deployment of RM2 ELIoT pallets through 30 June 2018 with a Fortune 500 company in North America following a year-long trial with this blue-chip customer's supplier network.

In addition, the Company has also completed a major trial with a North American company and discussions on a large-scale implementation are expected to commence. The Company has also expanded ongoing trials with other major US-based customers.

Cash reserves

Unrestricted cash reserves at 31 December 2017 stand at USD 3.9m, compared to USD 9.8m at 31 December 2016. The Company issued USD 20.0m of Convertible Preferred Shares in the course of the 2017 financial year. The Company's cash flow in 2017 is negative by USD 25.9m.

USD 5.2m was paid in 2017 for the pure acquisition of pallets, excluding the ramp up costs. USD 1.9m was received for the sale of raw materials, including 2016 open balances. Manufacturing activities generated a net cash outflow of USD 3.3m in 2017. This amount of net purchase of pallets (USD 3.3m) added to the cash items from the Profit and Loss chart above mentioned (USD 22.8m) bridges to the 2017 cash flows, after taking into account the payment terms and opening/ending balances.

The Company has undertaken a large downsizing over the second semester of 2017, including the renegotiation or termination of employment and consulting contracts and the renegotiation of various fees associated with its listing on the AIM market of the London Stock Exchange. These actions were completed by end of 2017. The Company continues to review opportunities to further reduce its cost base and achieve operational efficiencies.

Legal matters

The Company is involved in various claims, lawsuits and proceedings arising in the ordinary course of business, including matters relating to employees, VAT, transfer pricing, contracts and intellectual property. While there are uncertainties inherent in the ultimate outcome of such matters and it is impossible to determine at present the ultimate costs that may be incurred, management believes the resolution of such uncertainties and the incurrence of such costs will not have a material adverse effect on the Company's financial position, results of operations or cash flows.

Own shares

The Company acquired 19,000 and 2,500,000 of non-vested ESOP restricted ordinary shares with a nominal value of USD 0.01 for an amount of USD 190 and USD 25,000, on 27 February 2017 and 21 August 2017, respectively, following the resignation of employees. These shares are held by the Company as non-voting treasury shares. As of 31 December 2017, the Group owns 2,916,334 own ordinary shares, nominal value USD 0.01, and representing 0.72 % of issued ordinary shares.

Going Concern

FY2017 performance

The Group's financial result for the year ending 31 December 2017 is a loss of USD 43.9m (December 2016: loss of USD 52.8m). Despite a reduction of the overall loss by USD 8.9m compared to last year, the Company's performance was affected by a number of non-recurring items in the amount of USD 20.7m.

The differed cash portion and the non-cash portion of these non-recurring items amounting to USD 9.3m, are composed of impairment of not-fit-for-purpose equipment (USD 2.2m), current assets with a realizable value below book value (USD 2.8m) and the agreed contributions to cover transition and ramp-up costs in Mexico (USD 4.9m). The Company also released a VAT accrual in FY2017 as the refund was received in 2018 before the financial statements disclosure date (USD 0.6m).

The cash portion of these non-recurring items amount to USD 11.4 and relates to outsourcing ramp up costs (USD 5.7m) and Canadian operations in wind down mode (USD 5.7m).

Selling general and administrative expenses for the year ended on 31 December 2017 amounts to USD 15.0m, of which USD 1.9m related to one-time costs (VAT, custom duties) and USD 1.5m relates to non-cash items (share based payment, amortization and impairment).

The loss for the year, excluding these non-recurring items, is USD 22.2m, with a cash cost of recurring business below USD 12.0m a year.

2018 equity funding

On 29 March 2018, the Company announced that it had, conditionally and in two tranches, raised USD 36m before fees and expenses by a placing of new Ordinary Shares to existing institutional investors, certain directors and members of senior management. The issuance of the first tranche, which raised gross proceeds of USD 18,162,500 took place on 13 April 2018. The issuance of the second tranche will occur ten business days following a drawdown notice issued by the Company and is subject to the satisfaction of certain key performance indicators, including reducing operating costs of the business to a pre-determined level, launching the next generation IoT Cat M RM2 ELIoT pallets and achieving commercial deployment of RM2 ELIoT pallets and reviewing the governance of the Company, as determined to the satisfaction of the Company's largest shareholder, Woodford Investment Management Limited, acting on behalf of certain discretionary managed funds for which it acts as discretionary investment fund manager. Management has undertaken an action plan intended to ensure satisfaction of the key performance indicators to allow for the issuance of the second tranche of shares.

Road map

The Company intends to use the net proceeds of the Placing to fund: (i) the retrofitting of existing inventory of RM2 BLOCKPals with RM2 ELIoT track and trace devices, (ii) the production of new RM2 ELIoT Pallets and (iii) its sales and general administrative costs.

Management established a detailed road map for the production and deployment of pallets and cost reductions. Many variable items have been secured through agreements with the Mexican industrial partner, signed customer deployment and on-going monetization of historical assets, including the sale of Company's non-core building in Switzerland, the inventory of fibreglass and the pallets which are not designated to be retrofitted. The Company announced on 13 April 2018 that it has entered into a Phase 1 agreement for an initial deployment of RM2 ELIoT pallets through 30 June 2018 with a Fortune 500 company in North America following a year-long trial with this blue-chip customer's supplier network. Some items, such as deployments with other customers, are not yet fully secured. The Company is in an advanced phase of negotiation following the completion of a major trial with a North American company and discussions on a large-scale implementation are expected to commence. The Company has also expanded ongoing trials with other major US-based customers and is confident of its ability to convert a number of these trials to contracts.

A platform to further growth

The Company has reactivated discussions with debt providers in the light of the recent equity raise and the beginning of customer conversion to RM2 ELIoT pallets. These preliminary discussions confirm management's belief that the unique offering the Company brings to the market with a superior material and individual electronical tracking, enable a debt-funded expansion. To the extent the existing and potential customers in the commercial pipeline convert to contracts representing demand for pallets exceeding installed production capacity, management would accelerate seeking debt funding in order to activate the additional production capacity beyond that currently installed in Mexico.

The Directors have analysed the Group's situation and applied their best estimates to assumptions of the future development of the business for the 12 month period after year end. The Directors acknowledge that the road map to the cash break-even position remains challenging but are confident that the two tranches of 2018 equity funding will provide the Group with sufficient funding to meet its operating and pallet deployments financial needs during this period. The Directors are confident that they will be able to meet the contractual conditions necessary to be able to call the second tranche of equity funding. For these reasons, the Directors are satisfied that the Group has adequate resources to continue in operational existence for the foreseeable future and accordingly, continue to adopt the going concern basis in preparing the consolidated financial statements.

Executive Directors

John Walsh

Stepped down June 30, 2017

Jasper Judd

Appointed June 30, 2017

Stepped down August 2, 2017

Kevin Mazula

Appointed August 3, 2017

Jean-Francois Blouvac

Non-Executive Directors

R. Ian Molson

Jan Dekker

Charles Duro

Frederic de Mevius

Stepped down March 29, 2018

Lord Rose

Amaury de Seze

Stepped down June 30, 2017

John Walsh

Paul Walsh

Stepped down March 29, 2018

2017

2016

Salary & Fees

Benefits

Total

Salary & Fees

Benefits

Total

USD

USD

USD

USD

USD

USD

Executive Directors

Jean-Francois Blouvac

355,460

25,727

381,187

355,296

23,246

378,542

Kevin Mazula*

187,500

7,528

195,028

-

-

-

Jasper Judd

64,507

-

64,507

-

-

-

John Walsh

385,969

51,597

437,566

331,493

107,499

331,541

993,436

84,852

1,078,288

686,789

130,745

817,534

Non-Executive Directors

R. Ian Molson

-

-

-

-

-

-

Jan Dekker

-

-

-

-

-

-

Charles Duro

-

-

-

-

-

-

Frederic de Mevius

-

-

-

-

-

-

Lord Rose

-

-

-

-

-

-

Amaury de Seze

-

-

-

-

-

-

Paul Walsh

John Walsh

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

993,436

84,852

1,078,288

686,789

130,745

817,534

Number of shares

 at

31 December 2017

% held

at

31 December 2017

Number of shares

at

30 April 2018

R. Ian Molson*

23,600,276

4.4

295,860,083

John Walsh**

26,439,717

4.9

-

Jean-Francois Blouvac

2,500,000

0.5

10,129,108

Jan Dekker

2,790,000

0.5

5,440,000

Charles Duro

627,500

0.1

5,038,064

Lord Rose

1,440,000

0.3

21,695,634

Kevin Mazula

-

0.0

7,629,108

Paul Walsh

2,029,091

0.4

9,080,500

Frederic de Mevius**

190,000

0.0

-

59,616,584

349,572,497

Total number of shares at

31 December 2017

Total number of unvested options at

31 December 2017

Number of restricted shares (only) at

31 December 2017

Number of restricted shares (only) at

30 April 2018*

R. Ian Molson**

23,600,276

2,250,000

4,992,500

-

John Walsh

26,439,717

-

6,552,680

-

Jean-Francois Blouvac

2,500,000

1,000,000

2,500,000

-

Jan Dekker

2,790,000

750,000

290,000

-

Charles Duro

627,500

250,000

312,500

-

Lord Rose

1,440,000

750,000

1,440,000

-

Paul Walsh

2,029,091

750,000

1,440,000

-

Frederic de Mevius

190,000

-

-

-

59,616,584

5,750,000

17,527,680

-

·

select suitable accounting policies and then apply them consistently;

·

make judgements and estimates that are reasonable and prudent;

·

state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the Financial Statements; and

·

prepare the Financial Statements on a going concern basis unless it is inappropriate to presume that the Company and the Group will continue in business.

·

The safeguarding of assets against unauthorised use or disposal and;

·

The reliability of financial information used within the business and for publication and the maintenance of proper accounting records.

·

The Board reviews and approves budgets and monitors performance against those budgets regularly with any variance being fully investigated and;

·

The Group has clearly defined reporting and authorisation procedures relating to the key financial areas.

REPORT OF THE REVISEUR D'ENTREPRISES AGREE

Qualified Opinion

We have audited the consolidated Financial Statements of RM2 INTERNATIONAL S.A. and its subsidiaries (the Group), which comprise the consolidated statement of financial position as at December 31, 2017, and the consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, except for the possible effects of the matter described in the Basis for Qualified Opinion section of our report, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at December 31, 2017, and of its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union.

Basis for Qualified Opinion

Property, plant and equipment - other include idle tangible assets located in Canada and in China, requiring impairment testing, showing a net book value amounting to 13,642,477 USD for which we could not obtain sufficient appropriate audit evidence to justify the net valuation because we have not been able to validate Management's estimates of the recoverable amount of these assets. As a result, we were unable to determine whether any adjustments were necessary on these positions. In addition, last year audit opinion was modified with regards to valuation net of the property plant and equipment. Our opinion on the current period's consolidated financial statements is also modified because of the possible effects of this matter on the comparability of the current period's figures and the corresponding figures in the preceding period.

We conducted our audit in accordance with the Law of July 23, 2016 on the audit profession (Law of July 23, 2016) and with International Standards on Auditing (ISAs) as adopted for Luxembourg by the "Commission de Surveillance du Secteur Financier" (CSSF). Our responsibilities under those Law and standards are further described in the « Responsibilities of "Réviseur d'Entreprises Agréé" for the Audit of the consolidated Financial Statements » section of our report. We are also independent of the Group in accordance with the International Ethics Standards Board for Accountants' Code of Ethics for Professional Accountants (IESBA Code) as adopted for Luxembourg by the CSSF together with the ethical requirements that are relevant to our audit of the consolidated Financial Statements, and have fulfilled our other ethical responsibilities under those ethical requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Other information

The Board of Directors is responsible for the other information. The other information comprises the information included in the consolidated management report and corporate governance report but does not include the consolidated Financial Statements and our report of "Réviseur d'Entreprises Agréé" thereon.

Our opinion on the consolidated Financial Statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated Financial Statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated Financial Statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report this fact. We have nothing to report in this regard.

Responsibilities of the Board of Directors and Those Charged with Governance for the consolidated Financial Statements

The Board of Directors is responsible for the preparation and fair presentation of these consolidated Financial Statements in accordance with IFRSs as adopted by the European Union, and for such internal control as the Board of Directors determines is necessary to enable the preparation of the consolidated Financial Statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated Financial Statements, the Board of Directors is responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Group's financial reporting process.

Responsibility of the Réviseur d'Entreprises Agréé for the audit of the consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated Financial Statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a report of "Réviseur d'Entreprises Agréé" that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Law dated July 23, 2016 and with ISAs as adopted for Luxembourg by the CSSF will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated Financial Statements.

•

Identify and assess the risks of material misstatement of the consolidated Financial Statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

•

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control.

•

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Board of Directors.

•

Conclude on the appropriateness of the Board of Directors use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our report of "Réviseur d'Entreprises Agréé" to the related disclosures in the consolidated Financial Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our report of "Réviseur d'Entreprises Agréé". However, future events or conditions may cause the Group to cease to continue as a going concern.

•

Evaluate the overall presentation, structure and content of the consolidated Financial Statements, including the disclosures, and whether the consolidated Financial Statements represent the underlying transactions and events in a manner that achieves fair presentation.

•

Obtain sufficient appropriate audit evidence regarding the financial information of the entities and business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence and where applicable, related safeguards.

Thierry REMACLE

Réviseur d'Entreprises Agréé

Grant Thornton Audit & Assurance

Notes

2017

2016

USD

Restated USD

Continuing operations

Revenues

16

6,557,044

8,882,129

Cost of sales

17

(34,849,544)

(43,118,539)

Gross profit

(28,292,500)

(34,236,410)

Administrative expenses

18

(15,001,932)

(18,005,942)

Other operating expenses

19.2

(81,909)

(101,960)

Other operating income

19.1

500,934

286,636

Operating loss

(42,875,408)

(52,057,676)

Finance costs

19.4

(2,708,809)

(3,063,894)

Finance income

19.3

1,945,887

2,234,567

Loss before tax

(43,638,330)

(52,887,003)

Income taxes

20

(218,694)

73,365

Loss for the year

i.1. (43,857,024)

(52,813,638)

Other comprehensive income

Other comprehensive income to be reclassified in profit or loss in subsequent periods:

Exchange difference on translation of foreign operations

1,675,226

1,182,368

Other comprehensive income for the year, net of tax

1,675,226

1,182,368

Total comprehensive income for the year

(42,181,798)

(51,631,270)

Loss for the year attributable to:

Equity holders of the parent

(43,857,024)

(52,813,638)

(43,857,024)

(52,813,638)

Total comprehensive income for the year attributable to:

Equity holders of the parent

(42,181,798)

(51,631,270)

(42,181,798)

(51,631,270)

Loss per share

23

Basic loss per share attributable to ordinary equity holders of the parent

(0.11)

(0.13)

Diluted loss per share attributable to ordinary equity and convertible preferred shares holders of the parent

(0.11)

(0.13)

Notes

2017

2016

USD

USD

Assets

Non-current assets

Intangible assets

8

1,276,504

1,573,262

Property, plant & equipment - Other

5

28,717,071

35,789,520

Property, plant & equipment - Pallet pool

6

7,026,363

10,700,444

Investment property

7

-

1,280,807

37,019,938

49,344,033

Current assets

Inventories

10

16,614,995

16,449,080

Trade and other receivables

11

3,550,848

5,214,960

Other current financial assets

9

10,039

22,866

Fixed assets held for sale

12

2,657,744

-

Prepayments

1,024,503

1,045,572

Restricted Cash

13

2,035,642

1,884,713

Cash and cash equivalents

13

3,866,217

9,794,905

29,759,988

34,412,096

Total assets

66,779,926

83,756,129

Equity and liabilities

Equity

14

Ordinary shares

14.2

4,070,627

4,003,052

Convertible preferred shares

14.3

1,348,157

423,280

Share premium

14.4

301,681,317

282,893,809

Retained earnings

(272,845,748)

(229,107,776)

Share based payment reserve

14.5

20,850,588

20,073,279

Treasury stock

14.7

(29,163)

(3,424)

Foreign currency translation reserve

14.5

(8,012)

(1,683,238)

Equity attributable to equity holders of the parent

55,067,766

76,598,982

Total equity

55,067,766

76,598,982

Non-current liabilities

Interest bearing loans and borrowings

9.1

-

1,688,007

Deferred tax liabilities

20.2

43,751

(12,425)

43,751

1,675,582

Current liabilities

Interest bearing loans and borrowings

9.1

1,745,527

105,002

Trade and other payables

15

9,278,493

4,266,021

Deferred income

563,474

629,060

Current tax liabilities

80,914

481,482

11,668,409

5,481,565

Total liabilities

11,712,160

7,157,147

Total equity and liabilities

66,779,926

83,756,129

Notes

Ordinary shares

Convertible preferred shares

Share premium

Retained earnings

Foreign currency translation reserve

Treasury

Stock

Share based payment reserve

Total equity

USD

USD

USD

USD

USD

USD

USD

USD

As at 1 January 2016

3,980,302

-

263,317,090

(176,294,138)

2,865,606

(3,424)

19,044,095

107,178,319

Loss for the year

-

-

-

(52,813,638)

-

-

-

(52,813,638)

Other comprehensive income

-

-

-

-

1,182,368

-

-

1,182,368

Total comprehensive income

-

-

-

(52,813,638)

1,182,368

-

-

(51,631,270)

Shares issued in the year

14

22,750

-

-

-

-

-

-

22,750

Convertible preferred shares issued in the year

-

423,280

19,576,719

-

-

-

-

19,599,999

Cost of share issue

-

-

-

-

-

-

-

-

Repurchase of shares into treasury

-

-

-

-

-

-

-

-

Share based payments

22

-

-

-

-

-

-

1,029,185

1,029,185

Transaction with owners

22,750

423,280

19,576,719

-

-

-

1,029,185

21,051,933

As at 31 December 2016

4,003,052

423,280

282,893,809

(229,107,776)

(1,683,238)

(3,424)

20,073,279

76,598,982

Loss for the year

-

-

-

(43,857,024)

-

-

-

(43,857,024)

Other comprehensive income

-

-

-

-

1,675,226

-

-

1,675,226

Total comprehensive income

-

-

-

(43,857,024)

1,675,226

-

-

(42,181,798)

Ordinary shares issued in the year

14

67,575

-

-

-

-

-

-

67,575

Convertible preferred shares issued in the year

14

-

924,877

19,075,123

-

-

-

-

20,000,000

Cost of share issue

-

-

(287,615)

119,052

-

-

-

(168,563)

Repurchase of shares into treasury

-

-

-

-

-

(25,739)

-

(25,739)

Share based payments

22

-

-

-

-

-

-

777,309

777,309

Transaction with owners

67,575

924,877

18,787,508

119,052

-

(25,739)

777,309

20,650,581

As at 31 December 2017

4,070,627

1,348,157

301,681,317

(272,845,748)

(8,012)

(29,163)

20,850,588

55,067,766

Consolidated Statement of Cash Flows

For the year ended 31 December 2017

Notes

2017

2016

Cash flows from operating activities

USD

USD

Loss before tax

(43,638,330)

(52,887,003)

Adjustment to reconcile profit before tax to net cash flows

Amortisation and depreciation of non-current assets

5/6/7/8

9,875,684

8,723,262

Impairment on of current and non-current assets

2,450,597

8,661,080

Share based payment charges

777,309

1,029,185

Finance income

(27,190)

(84,759)

Finance expenses

45,865

35,096

Unrealised foreign exchange gains

531,860

559,306

Net (gain)/ loss on disposal of PPE and intangible assets

(30,824)

35,376

Variation in working capital

(Increase)/decrease in inventory

(165,915)

3,397,547

Decrease/ (increase) in trade and other receivables

1,685,350

3,415,584

Increase/(decrease) in trade and other payables

4,946,888

(9,590,080)

(Increase)/decrease in restricted cash

(150,929)

(68,673)

Income/other tax paid

(596,028)

(101,431)

Net cash flows from operating activities

(24,295,663)

(36,875,510)

Cash flows from investing activities

(Increase)/decrease in intangible assets

(802)

(25,633)

(Increase)/decrease PPE in course of commissioning

(347,767)

(2,557,381)

Decrease/ (increase) in other PPE

(224,760)

(2,786,014)

Proceeds from the sale of PPE

70,498

85,012

(Increase)/decrease in pallet pool

(1,166,989)

(2,434,564)

Loans granted to third parties

12,828

39,206

Finance income received

27,190

84,759

Net cash flows from investing activities

(1,629,802)

(7,594,615)

Cash flows from financing activities

Issuance of capital

14

19,899,011

20,022,750

Purchase of treasury shares

(25,740)

-

Repayment Proceeds from other and related party borrowings

(15,383)

(34,710)

Interest paid

(45,865)

(35,096)

Repayment of other and related party borrowings

(32,099)

(158,635)

Net cash flows from financing activities

19,779,924

19,794,309

Net change in cash and cash equivalents

(6,145,541)

(24,675,816)

(Decrease)/increase in cash and cash equivalents

(6,145,541)

(24,675,816)

Cash and cash equivalents at 1 January

9,794,906

34,515,597

Exchange adjustment of cash and cash equivalents

216,852

(44,875)

Cash and cash equivalents at 31 December

13

3,866,217

9,794,906

Consolidated Statement of Cash Flows

For the year ended 31 December 2017

1 Corporate information

1.1 General information

RM2 International S.A. (the "Company") is a limited company (Société Anonyme) incorporated and domiciled in Luxembourg with the registration number B132.740. The registered office is located at 5, Rue de la Chapelle, L-1325 Luxembourg. The Company is the ultimate parent entity of the RM2 Group (the "Group").

RM2, the sustainable smart pallet innovator, specialises in pallet development, manufacture, supply and management and is seeking to establish a leading presence in global pallet supply and improve the supply chain of manufacturing and distribution businesses through the effective and efficient use, tracking and management of composite pallets.

1.2 Changing strategy

In 2016 the Company announced plans to wind down its manufacturing operations away from its own facility in Woodbridge, Canada and entered into two strategic contract manufacturing agreements with Zhenshi in China on 1 April 2016 and with Jabil in Mexico on 22 September 2016. Jabil produces and sells finished pallets exclusively to RM2, and Zhenshi is under contract to do so once demand warrants, and in each case the Group retains the full ownership of the manufacturing equipment. These moves were designed to give the Group significant cost savings, greater capacity, increased flexibility and clarity over forecast production.

The Company recently exchanged letters with its Chinese subcontractor, Zhenshi, regarding a termination of the agreement and indemnities to cover costs incurred to date through the time of removal of the equipment from Zhenshi's site. Discussions are on-going. In light of these exchanges and its business plan, the Company is currently re-examining its footprint in China. The outcome of these exchanges is unknown at present, but alternatives under consideration could include revising the current agreement with Zhenshi, the amical or litigious termination of the contract and/or establishing an agreement with a different contract manufacturer. Regardless of the outcome of the subcontracting relationship, RM2 expects to continue to source fibreglass raw material for pallet production from Zhenshi's affiliate, Jushi.

The Company focuses now on the deployment of RM2 ELIoT pallets and has undertaken the retrofitting of its inventory of non-ELIOT enabled pallets located in Canada and Mexico.

More information is provided in Notes 3.2, 5, 23 and 26.

2 Basis of preparation

The consolidated financial statements comprise the consolidated financial information of the Group as at 31 December 2017 and are prepared under the historic cost convention as disclosed in the accounting policies below.

The accounting policies which follow set out the policies applied in preparing the consolidated financial statements. Where necessary, comparative figures have been amended to conform with change in presentation in the current year.

2.1 Statement of compliance

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") and IFRIC interpretations as issued by the International Accounting Standards Board ("IASB") and IFRS Interpretations Committee ("IFRIC") and as adopted by the European Union ("EU").

2.2 Basis of consolidation

The consolidated financial statements comprise the financial information of the Group and its subsidiaries. Subsidiaries are consolidated from the date of acquisition, being the date on which the Group obtains control, and continue to be consolidated until the date when such control ceases. The financial information of the subsidiaries is prepared for the same reporting period as the parent company, using consistent accounting policies. All intra-group balances, transactions, unrealised gains and losses resulting from intra-group transactions and dividends are eliminated in full.

Subsidiaries and business combinations

Subsidiaries are all entities, including structured entities, over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases. The Group uses the acquisition method of accounting to account for the acquisition of subsidiaries.

The consideration transferred on acquisition is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date, irrespective of the extent of any non-controlling interest. The excess of the consideration transferred over the fair value of the Group's share of the identifiable net assets acquired is recorded as goodwill. If the consideration transferred acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognised directly in profit or loss. Acquisition costs are written off to profit or loss.

Inter-company transactions, balances and unrealised gains on transactions between Group companies are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.

The subsidiaries of the Group are listed in Note 26.

3 Summary of significant accounting policies

The principal accounting policies are summarised below:

3.1 Foreign currencies

The Group's consolidated financial statements are presented in United States Dollars ("USD"), which is also the parent company's functional currency. For each entity, the Group determines the functional currency and items included in the financial statements of each entity are measured using that functional currency.

Transactions and balances

Transactions in foreign currencies are initially recorded by the Group's entities at their respective functional currency spot rates at the date the transaction first qualifies for recognition. Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rates of exchange at the reporting date.

Differences arising on settlement or translation of monetary items are recognised in profit or loss.

Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined. The gain or loss arising on translation of non-monetary items measured at fair value is treated in line with the recognition of gain or loss on change in fair value of the item (i.e. translation differences on items whose fair value gain or loss is recognised in other comprehensive income or profit or loss are also recognised in other comprehensive income or profit or loss, respectively).

Group companies

On consolidation, the assets and liabilities of foreign operations are translated into USD at the rate of exchange prevailing at the reporting date and their income statements are translated at average exchange rate prevailing during the financial year. The exchange differences arising on translation for consolidation are recognised in other comprehensive income. On disposal of a foreign operation, the component of other comprehensive income relating to that particular foreign operation is recognised in profit or loss.

Any goodwill arising on the acquisition of a foreign operation and any fair value adjustments to the carrying amounts of assets and liabilities arising on the acquisition are treated as assets and liabilities of the foreign operation and translated at the spot rate of exchange at the reporting date.

3.2 Going concern

FY2017 performance

The Group's financial result for the year ending 31 December 2017 is a loss of USD 43.9m (December 2016: loss of USD 52.8m). Despite a reduction of the overall loss by USD 8.9m compared to last year, the Company's performance was affected by a number of non-recurring items in the amount of USD 20.7m.

The differed cash portion and the non-cash portion of these non-recurring items amounting to USD 9.3m, are composed of impairment of not-fit-for-purpose equipment (USD 2.2m), current assets with a realizable value below book value (USD 2.8m) and the agreed contributions to cover transition and ramp-up costs in Mexico (USD 4.9m). The Company also released a VAT accrual in FY2017 as the refund was received in 2018 before the financial statements disclosure date (USD 0.6m).

The cash portion of these non-recurring items amount to USD 11.4 and relates to outsourcing ramp up costs (USD 5.7m) and Canadian operations in wind down mode (USD 5.7m).

The Selling general and administrative expenses for the year ended on 31 December 2017 amounts to USD 15.0m, of which USD 1.9m related to one-time costs (VAT, custom duties) and USD 1.4m relates to non-cash items (share based payment, amortization and impairment).

The loss for the year, excluding these non-recurring items, is USD 22.2m, with a cash cost of recurring business below USD 12.0m a year.

2018 equity funding

On 29 March 2018, the Company announced that it had, conditionally and in two tranches, raised USD 36 m before fees and expenses by a placing of new Ordinary Shares to existing institutional investors, certain directors and members of senior management. The issuance of the first tranche, which raised gross proceeds of USD 18'162'500 took place on 13 April 2018. The issuance of the second tranche will occur ten business days following a drawdown notice issued by the Company and is subject to the satisfaction of certain key performance indicators (the KPI), including reducing operating costs of the business to a pre-determined level, launching the next generation IoT Cat M RM2 ELIoT pallets and achieving commercial deployment of RM2 ELIoT pallets and reviewing the governance of the Company, as determined to the satisfaction of the Company's largest shareholder, Woodford Investment Management Limited, acting on behalf of certain discretionary managed funds for which it acts as discretionary investment fund manager. Management has undertaken an action plan intended to ensure satisfaction of the key performance indicators to allow for the issuance of the second tranche of shares. The realization of second tranche is essential to enable the Group to face its financial obligations for the twelve months period following the closing date, and as such, to validate the fact that the going concern principle is applicable to these consolidated financial statements. In light of the current state of progress to achieve the targets related to KPI, the Management is of the opinion that the uncertainties over ability of Management to successfully achieve its target within the deadlines are not significant.

Road map

The Company intends to use the net proceeds of the Placing to fund: (i) the retrofitting of existing inventory of RM2 BLOCKPals with RM2 ELIoT track and trace devices, (ii) the production of new RM2 ELIoT Pallets and (iii) its sales and general administrative costs.

Management established a detailed road map for the production and deployment of pallets and cost reductions. Many variable items have been secured through agreements with the Mexican industrial partner, one signed customer deployment and the on-going monetization of historical assets, including the sale of Company's non-core building in Switzerland, the inventory of fibreglass and the pallets which are not designated to be retrofitted. The Company announced on 13 April 2018 that it has entered into a Phase 1 agreement for an initial deployment of RM2 ELIoT pallets through 30 June 2018 with a Fortune 500 company in North America following a year-long trial with this blue-chip customer's supplier network. Some items, such as deployments with other customers, are not yet secured. The Company is in an advanced phase of negotiation following the completion of a major trial with a North American company and discussions on a large-scale implementation are expected to commence. The Company has also expanded ongoing trials with other major US-based customers and is confident of its ability to convert a number of these trials to contracts.

A platform to further growth

The Company is reactivating discussions with debt providers in the light of the recent equity raise and the beginning of customer conversion to RM2 ELIoT pallets. These preliminary discussions confirm management's belief that the unique offering the Company brings to the market with a superior material and individual electronical tracking, enable a debt-funded expansion. To the extent the existing and potential customers in the commercial pipeline convert to contracts representing demand for pallets exceeding installed production capacity, management would accelerate seeking debt funding in order to activate the additional production capacity beyond that currently installed in Mexico.

The Directors have analysed the Group's situation and applied their best estimates to assumptions of the future development of the business for the 12 months period after year end. The Directors acknowledge that the road map to the cash break-even position remains challenging but are confident that the two tranches of 2018 equity funding will provide the Group with sufficient funding to meet its operating and pallet deployments financial needs during this period. The Directors are confident that they will be able to meet the contractual conditions necessary to be able to call the second tranche of equity funding. For these reasons, the Directors are satisfied that the Group has adequate resources to continue in operational existence for the foreseeable future and accordingly, continue to adopt the going concern basis in preparing the consolidated financial statements.

3.3 Property, plant and equipment

Initial recognition and measurement

Property, plant and equipment ("PPE") are tangible assets used by the Group for the production of pallets or supply of goods or services, or for administrative purposes and are expected to be used during more than one period. PPE is recognised when it is probable that future economic benefits associated with the asset will flow to the Group and if the cost can be measured reliably.

PPE is initially recognised at cost. Such cost includes the purchase price and all cost incurred in bringing the assets to the location and condition for its operation in the manner intended by management. The cost of the PPE includes also the borrowing costs for long-term construction projects if the recognition criteria are met.

Until 2016, the pallet pool was initially recognised at the standard cost of production including all expenses directly attributable to the manufacturing process and portions of related production overheads, based on normal operating capacity.

From 2017, the pallet pool is initially recognised at cost. Such costs include the purchase price and all costs incurred in bringing the assets to the location and condition for its operation in the manner intended by management.

When significant parts of property, plant and equipment will be required to be replaced, the Group will recognise such parts as individual assets with specific useful lives and depreciate them accordingly. Likewise, when a major inspection will be performed, its cost will be recognised in the carrying amount of the plant and equipment as a replacement if the recognition criteria are satisfied. All other repair and maintenance costs will be recognised in profit or loss as incurred.

Finished goods (under inventory) represent pallets not yet sold or deployed via the pallet pool in property, plant and equipment.

Subsequent measurement

PPE is subsequently measured at cost less any accumulated depreciation and any accumulated impairment losses.

Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets as follows:

Buildings

30 years

Plant and equipment

3 to 20 years

Pallet Pool - non-ELIoT

5 years

Pallet Pool - RM2 ELIoT

7 years

PPE under construction

not depreciated

An item of PPE and any significant part initially recognised is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on de-recognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in profit or loss when the asset is derecognised.

The residual values, useful lives and methods of depreciation of PPE are reviewed at each financial year end and adjusted prospectively, if appropriate. Further explanation on management estimates and assumptions is disclosed in Note 4.

The Group has not applied revaluation on any of its PPE. An impairment is recognised in the pallet pool classified as fixed assets. The recoverable amount is based on the quantity of pallets classified as fixed asset at year end considering the average quantity of lost and broken pallets to main clients extrapolated to the entire pool.

3.4 Leases

The determination of whether an arrangement is, or contains, a lease is based on the substance of the arrangement at the inception date. The arrangement is assessed for whether fulfilment of the arrangement is dependent on the use of a specific asset or assets or the arrangement conveys a right to use the asset or assets, even if that right is not explicitly specified in an arrangement.

Group as a lessee

Leases where a significant portion of the risks and rewards of ownership is retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.

The aggregate benefit of lease incentives is recognised as a reduction to the expense recognised over the lease term on a straight-line basis.

Leases of property, plant and equipment where the Group has substantially all the risks and rewards of ownership are classified as finance leases. Finance leases are capitalised at the lease's commencement date at the lower of the fair value of the leased property or the present value of the minimum lease payments. Each lease payment is allocated between the liability and finance charges so as to achieve a constant rate on the finance balance outstanding. The corresponding rental obligations, net of finance charges, are included in long-term and short-term borrowings. The interest element of the finance cost is charged to the profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. The property, plant and equipment acquired under finance leases are depreciated over the shorter of the useful life of the asset or the lease term.

Group as a lessor

Leases in which the Group does not transfer substantially all the risks and benefits of ownership of an asset are classified as operating leases. Initial direct costs incurred in negotiating an operating lease are added to the carrying amount of the leased asset and recognized over the lease term on the same basis as rental income. Contingent rents are recognized as revenue in the period in which they are earned.

Revenue arising on operating leases for pallets is accounted for as on a straight-line basis or a usage basis in accordance with the contract.

Rental income arising from operating leases on investment properties is accounted for on a straight-line basis over the lease terms and included in other operating income.

3.5 Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalised as part of the cost of the asset. All other borrowing costs are expensed in the period in which they occur. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds.

3.6 Investment property

Investment properties are measured initially at cost, including transaction costs. Subsequent to initial recognition, the Group has decided to measure investment properties using the cost model. Investment properties are measured similarly to property, plant and equipment as described in Note 3.3.

The fair value, which reflects market conditions at the reporting date, is disclosed in the Note 7.2 to the consolidated financial statements.

Investment properties are derecognised either when they have been disposed of or when they are permanently withdrawn from use and no future economic benefit is expected from their disposal. The difference between the net disposal proceeds and the carrying amount of the asset is recognised in the income statement in the period of de-recognition.

Transfers are made to or from investment property only when there is a change in use. For a transfer from investment property to owner-occupied property, the deemed cost for subsequent accounting is the fair value at the date of change in use. If owner-occupied property becomes an investment property, the Group accounts for such property in accordance with the policy stated under property, plant and equipment up to the date of change in use.

The Company decided during the course of 2017 to sell its building in Switzerland and has therefore adapted the presentation in the accounts.

3.7 Intangible assets

Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a business combination is its fair value as at the date of acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortisation and accumulated impairment losses, if any.

The useful lives of intangible assets are assessed as finite, except goodwill.

Intangible assets with finite lives are amortised over the useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortisation period and the amortisation method for an intangible asset with a finite useful life are reviewed at least at the end of each reporting period. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset is accounted for by changing the amortisation period or method, as appropriate, and are treated as changes in accounting estimates. The amortisation expense on intangible assets with finite lives is recognised in profit or loss in the expense category consistent with the function of the intangible assets.

Intangible assets with indefinite useful lives (goodwill) are not amortised, but are tested for impairment annually at the cash-generating unit level (see Note 8 for details and assumptions). The assessment of indefinite life is reviewed annually to determine whether the indefinite life continues to be supportable.

Gains or losses arising from de-recognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognised in profit or loss when the asset is derecognised.

Amortisation is calculated on the straight-line method to write off the cost of each asset to their residual values, over their estimated useful life. The annual amortisation periods are as follows:

Software 3 years

Trade names 5 years

Customer Relationships 5 years

Licences and ERP System 3 to 7 years

Goodwill Not amortized

3.8 Fixed assets held for sale

Non-current assets are classified as held for sale when their carrying amount is to be recovered principally through a sale transaction and the sale is considered highly probable. They are measured at the lower of carrying amount and fair value less costs of disposal if their carrying amount is recovered principally through a sale transaction rather than through continuing use.

3.9 Research and development costs

Research costs are expensed as incurred. Development expenditures on an individual project are considered as an intangible asset when the Group can demonstrate:

- The technical feasibility of completing the intangible asset so that the asset will be available for use or sale

- Its intention to complete and its ability to use or sell the asset

- How the asset will generate future economic benefits

- The availability of resources to complete the asset

- The ability to measure reliably the expenditure during development

Following initial recognition of the development expenditure as an asset, the asset is carried at cost less any accumulated amortisation and accumulated impairment losses. Amortisation of the asset begins when development is complete and the asset is available for use. It is amortised over the period of expected future benefit. Amortisation is recorded in cost of sales. During the period of development, the asset is tested for impairment annually.

To date no amounts have been capitalised in respect of the development phase of internal projects.

3.10 Inventories

Inventories are stated at the lower of cost or net realizable value. Costs incurred in bringing each product to its present location and condition are accounted for as follows:

Pallets are held as inventory prior to being deployed in the pallet pool or sold directly to customers.

Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and the estimated costs necessary to make the sale.

When the net realizable value of stock is lower than its cost, provisions for impairment are created to reduce the value of the stock to its net realizable value.

The cost of inventories is recognised as an expense in the period in which the related revenue is recognised.

3.11 Impairment on non-financial assets

Non-financial assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the carrying amount of the asset exceeds its recoverable amount, which is the higher of an asset's net selling price and value in use or fair value less cost to sell determined by using discounted cash flow method. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash generating units).

The future discounted cash flow method used to determine the value in use or fair value less cost to sell is usually, but not always, based on cash flow projections over for the next 3 years.

Impairment losses of continuing operations are recognised in profit or loss in those expense categories consistent with the function of the impaired asset.

For assets excluding goodwill, an assessment is made at each reporting date as to whether there is any indication that previously recognised impairment losses may no longer exist or may have decreased. If such indication exists, the Group estimates the asset's or cash-generating unit's recoverable amount. A previously recognised impairment loss is reversed only if there has been a change in the assumptions used to determine the asset's recoverable amount since the last impairment loss recognised. The reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in profit or loss unless the asset is carried at a revalued amount, in which case the reversal is treated as a revaluation reserve.

For the purpose of impairment testing, goodwill acquired in a business combination is allocated to each of the Cash Generating Units (CGUs), or groups of CGUs, that is expected to benefit from the synergies of the combination. Each unit or group of units to which the goodwill is allocated represents the lowest level within the entity at which the goodwill is monitored for internal management purposes. Goodwill is monitored at the operating segment level.

Goodwill impairment reviews are undertaken annually or more frequently if events or changes in circumstances indicate a potential impairment. The carrying value of the CGU containing the goodwill is compared to the recoverable amount, which is the higher of value in use and the fair value less costs of disposal. Any impairment is recognised immediately as an expense and is not subsequently reversed.

3.12 Financial instruments

3.12.1 Financial assets

The Group classifies its financial assets in the following categories: at fair value through profit and loss, loans and receivables, held-to-maturity investments and available-for-sale. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition and re-evaluates this designation at every reporting date.

All financial assets are recognised initially at fair value plus, in the case of financial assets not at fair value through profit or loss, directly attributable transaction costs.

The Group's financial assets include cash and short-term deposits, trade and other receivables, other current and non-current assets which are classified in the category of loans and receivables and available-for-sale financial assets. The Group does not have held-to-maturity investments.

3.12.2 Subsequent measurement

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets except for maturities greater than 12 months after the balance sheet date. These are classified as non-current assets.

After initial measurement, they are subsequently measured at amortised cost using the effective interest rate method ("EIR"), less impairment. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included in finance income in the statement of comprehensive income. The losses arising from impairment are recognised in the finance costs in the statement of comprehensive income.

3.12.3 De-recognition

De-recognition of financial assets. The Group derecognises financial assets when (a) the assets are redeemed or the rights to cash flows from the assets otherwise expired or (b) the Group has transferred the rights to the cash flows from the financial assets or entered into a qualifying pass-through arrangement while (i) also transferring substantially all risks and rewards of ownership of the assets or (ii) neither transferring nor retaining substantially all risks and rewards of ownership, but not retaining control. Control is retained if the counterparty does not have the practical ability to sell the asset in its entirety to an unrelated third party without needing to impose restrictions on the sale.

3.12.4 Impairment of financial assets

The Group assesses at each balance sheet date whether there is objective evidence that a financial asset is impaired. A financial asset is deemed to be impaired if, and only if, there is objective evidence of impairment as a result of one or more events that have occurred after the initial recognition of the asset and that event has an impact on the estimated future cash flows of the financial asset or the group of financial assets that can be reliably estimated. Evidence of impairment may include, but is not limited to, indications that the debtors or a group of debtors are experiencing significant financial difficulty, default or delinquency in interest or principal payments.

3.13 Financial liabilities

3.13.1 Initial recognition and measurement

Financial liabilities are classified as financial liabilities at fair value through profit or loss or other financial liabilities as appropriate. The Group determines the classification of its financial liabilities at initial recognition.

All financial liabilities are recognised initially at fair value and in the case of loans and borrowings, plus directly attributable transaction costs.

The Group's other financial liabilities include trade and other payables, borrowings and long-term payables.

3.13.2 Subsequent measurement

The measurement of financial liabilities depends on their classification as follows:

After initial recognition, other financial liabilities are subsequently measured at amortised cost using the effective interest rate method. Gains and losses are recognised in the statement of comprehensive income when the liabilities are derecognised as well as through the effective interest rate method amortisation process.

Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included in finance costs in the statement of comprehensive income.

Other financial liabilities are classified as current liabilities unless the Group has an unconditional right to defer the settlement of the liability for at least 12 months after the balance sheet date.

3.13.3 De-recognition

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are subsequently modified, such an exchange or modification is treated as a de-recognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts is recognised in the statement of comprehensive income.

Financial assets and financial liabilities are offset and the net amount reported in the consolidated statement of financial position if, and only if, there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, or to realize the assets and settle the liabilities simultaneously.

3.14 Cash and cash equivalents, restricted cash

Cash and cash equivalents, restricted cash are carried in the statement of financial position at fair value. For the purposes of the cash flow statement, cash and cash equivalents are comprised of cash on hand and deposits held on call with banks having an original maturity of 3 months or less. In the statement of financial position, bank overdrafts are included in borrowings under current liabilities.

3.15 Taxes

Current income tax

Current income tax assets and liabilities for the current period are measured at the amount expected to be recovered from or paid to the taxation authorities. A provision is made for corporation tax for the reporting period using the tax rates that have been substantially enacted for each company at the reporting date in the country where each company operates and generates taxable income.

Current income tax relating to items recognised directly in equity is recognised in equity and not in the statement of comprehensive income.

Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretations and establishes provisions where appropriate.

Deferred income tax

Deferred income tax is provided for using the liability method on all temporary differences arising between the tax bases of assets and liabilities and the carrying amounts in the financial statements. The deferred tax is calculated on currently enacted tax rates that are expected to apply when the temporary differences reverse. Where an overall deferred taxation asset arises, it is only recognised in the financial statements where its recoverability is foreseen with reasonable certainty.

Deferred income tax is provided on temporary differences arising on investments in subsidiaries except where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future.

3.16 Pensions and other post-employment benefits

A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. The Group has no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

The Group pays contributions to publicly or privately administered pension insurance plans on a mandatory, contractual or voluntary basis. The Group has no further payment obligations once the contributions have been paid. The contributions are recognised as employee benefit expense when they are due.

The Group does not operate any defined benefit pension plan.

3.17 Provisions, contingent assets and liabilities

Provisions

Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation, and a reliable estimate of the amount of the obligation can be made. Where the Group expects a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain. The expense relating to any provision is presented in the statement of comprehensive income net of any reimbursement. Provisions are not recognised for future operating losses.

Provisions are measured at the estimated expenditure required to settle the present obligation, based on the most reliable evidence available at the reporting date, including the risks and uncertainties associated with the present obligation. Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. Provisions are discounted to their present values, where the time value of money is material.

Any reimbursement that the Group can be virtually certain to collect from a third party with respect to the obligation is recognised as a separate asset. However, this asset may not exceed the amount of the related provision.

In those cases where the possible outflow of economic resources as a result of present obligations is considered improbable or remote, no liability is recognised.

Contingent assets

A contingent asset is a possible asset that arises from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the entity.

Contingent assets are not recognised in the consolidated financial statements. However, when the realisation of income from the contingent asset is virtually certain, then the related asset is not a contingent asset and its recognition is appropriate.

Contingent liabilities

Contingent liability is a possible obligation that arises from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the entity, or is a present obligation that arises from past events but is not recognised because it is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation or the amount of the obligation cannot be measured with sufficient reliability.

Contingent liabilities are not recognised in the consolidation financial statements.

-

Foreign currency translation reserve - comprises foreign currency translation differences arising from the translation of financial statements of the Group's foreign entities into US Dollars.

-

The share premium account - comprises any premiums received on issue of share capital, both Ordinary and Preferred. Any transaction costs associated with the issuing of shares are deducted from share premium.

-

The share-based payment reserve corresponds to the accumulated amount of instruments granted to employees regarding share based payments equity settled (see Note 3.20).

-

Retained earnings - includes all current and prior period retained profits and losses.

-

Treasury stock represents Own Shares.

-

Convertible Preferred Shares (see Note 14.3).

·

Amendments to IAS 7, "Statement of Cash Flows", disclosure initiative;

·

Amendments to IAS 12, "Income Taxes", recognition of deferred tax assets for unrealised losses;

·

Annual improvements 2014 - 2016, amendment to IFRS 12, "Disclosures of Interests in Other Entities".

·

IFRS 9, "Financial Instruments" and related amendments - effective from 1 January 2018. IFRS 9 replaces the classification and measurement guidance in IAS 39, "Financial Instruments: recognition and measurement". IFRS 9 contains revised rules for the classification and the measurement of financial assets and liabilities and sets out new requirements for impairment of financial instruments and for hedge accounting. IFRS 9 is effective for annual reporting period beginning on or after January 1, 2018;

·

IFRS 14, "Regulatory Deferral Accounts" - effective from 1 January 2016;

·

FRS 15, "Revenue from Contracts with Customers" and related amendments - effective from 1 January 2018. IFRS 15 is a new comprehensive standard for revenue recognition and replaces IAS 18 "Revenue". IFRS 15 establishes a five-step model related to revenue recognition from contracts with customers. IFRS 15 is effective for annual reporting period beginning on or after January 1, 2018;

·

IFRS 16, "Leases" - effective from 1 January 2019. IFRS 16 defines a lease as a contract, or part of a contract, that conveys the right to use an asset ("the underlying asset") for a period of time in exchange for consideration. IFRS 16 replaces IAS 17 "Leases". IFRS 16 requires lessees to recognise nearly all leases on the balance sheet which will reflect their right to use an asset for a period of time and the associated liability for payments. IFRS 16 is effective for annual reporting period beginning on or after January 1, 2018;

·

IFRS 17, "Insurance Contracts" - effective from 1 January 2021;

·

IFRIC 22, "Foreign Currency Transactions and Advance Consideration" clarifies the accounting for transactions that include the receipt or payment of advance consideration in a foreign currency giving rise to a non-monetary asset or liability - effective from 1 January 2018

·

IFRIC 23, "Uncertainty over Income Tax Treatments" clarifies the accounting for income tax treatments that have yet to be accepted by tax authorities - effective from 1 January 2019;

·

Annual improvements 2014 - 2016, cycle amendments to two standards: IFRS 1, "First-time Adoption of International Financial Reporting Standards" and IAS 28, "Investments in Associates and Joint Ventures" - effective from 1 January 2018;

·

Annual improvements 2015 - 2017, cycle amendments to four standards: IFRS 3, "Business Combinations", IFRS 11, "Joint Arrangements", IAS 12 "Income Taxes" and IAS 23, "Borrowing Costs" - effective from 1 January 2019;

·

Amendments to IAS 19, "Employee Benefits", Plan Amendment, Curtailment or Settlement - effective from 1 January 2019;

·

Amendments to IAS 28, "Investments in Associates and Joint Ventures", Long-Term Interests in Associates and Joint Ventures - effective from 1 January 2019;

·

Amendments to IAS 40, "Investment Property" on the definition of change in use - effective from 1 January 2018 ;

·

Amendments to IFRS 2, "Share-Based Payment", Classification and Measurement of Share-Based Payment Transactions - effective from 1 January 2018;

·

Amendments to IFRS 10, "Consolidated Financial Statements" and IAS 28, "Investments in Associates and Joint Ventures" - effective from 1 January 2018.

The Group has to assess the impact of the Standards and Interpretations which are in issuance but not yet effective at the date of the opening balance.

4 Significant accounting judgments, estimates and assumptions

The preparation of financial statements conforming to adopt IFRS requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, income and expenses. The estimates and assumptions are based on historical experience and other factors considered reasonable at the time, but actual results may differ from those estimates. Revisions to these estimates are recognised in the period in which they are made.

4.1 Judgments

In the process of applying the Group's accounting policies, management has made the following judgments, which have the most significant effect on the amounts recognised in the consolidated financial information:

Recognition of deferred tax assets

The assessment of the probability of future taxable income against which deferred tax assets can be utilised is based on the Group's latest approved forecast, which is adjusted for significant non-taxable income and expenses and specific limits to the use of any unused tax loss or credit. The tax rules in the numerous jurisdictions in which the Group operates are also carefully taken into consideration. If a positive forecast of taxable income indicates the probable use of a deferred tax asset in the foreseeable future, especially when it can be utilised without a time limit, that deferred tax asset is usually recognised in full. The recognition of deferred tax assets that are subject to certain legal or economic limits or uncertainties are assessed individually by management based on the specific facts and circumstances.

The Group has not recognised any deferred tax assets as there is no certainty of the timing of recovery. For further detail on deferred tax, refer to Note 20.

Trade Receivables

The Group regularly reviews and assesses the trade receivables for the recoverability. The Group has made no provision against overdue trade receivables as management are confident that they will be recovered in full. The Group considers the followings events as indicators of an impairment:

· default of payments of the counterparty

· financial difficulties of the counterparty

· It becoming probable that the counterparty enter bankruptcy or other financial reorganisation

· granting to the counterparty a concession that the Group will not otherwise consider

Restricted Shares

The Group has issued restricted shares under the "2013 Option and Incentive Plan".

Management has considered that the restricted shares issued to date should be measured similarly to share options. In certain cases, the shares granted vest immediately and in others at the end of a three-year period. They are accompanied by a restricted share agreement. Management has considered that the restrictions on shares were representative of market related vesting conditions, as the holders of the restricted shares can only dispose of their shares if the quotation price reaches different thresholds, or in certain cases on a specified anniversary following the date of the grant as long as the holder continues to have a business relationship with the Group.

Management has considered that achievement of these market conditions would require time corresponding to the advantage provided to the holders of restricted shares. Management estimated at issuance date that Tranche 1 and 2 would be achieved within 5 years and Tranche 3 within 10 years, therefore, Management applied those durations as vesting periods for the instruments. For the restricted shares that vest on a specified anniversary that anniversary date has been used as the duration of the vesting period.

Restricted shares issued in lieu on non-executive Directors remuneration have the same conditions as the restricted shares issued under the Plan.

For further detail on share-based payments transactions, refer to Note 22.

Preference shares

In July 2016, the Company issued 42,328,042 Class A Convertible Preferred Shares with a nominal value of USD 0.01 per share.

In June 2017, the Company issued 4,591,743 Class B1 Convertible Preferred Shares with a nominal value of USD 0.01 per share.

In June and July 2017, the Company issued an aggregate of 87,895,986 Class B2 Convertible Preferred Shares with a nominal value of USD 0.01 per share.

The Board has considered the accounting treatment of these Convertible Preferred Shares under IAS 32. They considered the three main tests to determine the disclosure and have determined that the Convertible Preferred Shares constitute equity instruments under IAS 32.

Group as a lessor - Industrial assets leased to the Chinese manufacturer

The Group has entered in 2016 into a lease agreement with respect to the industrial assets located at the site of its Chinese manufacturer. As the Group retains ownership of these assets, those are maintained in the Group's balance sheet.

4.2 Estimates and assumptions

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting 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 described below. The Group based its assumptions and estimates on parameters available when the consolidated financial information were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising beyond the control of the Group. Such changes are reflected in the assumptions when they occur.

The Management has disclosed reasonably possible assumptions and estimates, on the basis of its existing knowledge at year end. Outcomes within the next financial years that are different from these assumptions could require a material adjustment to the carrying amount of the asset or liability affected.

Share-based payments

The Group measures the cost of equity-settled transactions by reference to the fair value of the equity instruments at the date at which they are granted. Estimating fair value for share-based payment transactions requires determination of the most appropriate valuation model, which is dependent on the terms and conditions of the grant. This estimate also requires determination of the most appropriate inputs to the valuation model including the expected life of the share (options), volatility and risk-free interest rate, dividend yield and making assumptions about them.

During both years, the Group issued restricted shares and options under the 2013 Option and Incentive Plan.

The assumptions and models used for estimating fair value for share-based payment transactions are disclosed in Note 22.

Employee Stock Option Plan ("ESOP")

The Group has granted awards pursuant to the 2013 Option and Incentive Plan ("ESOP") to its directors and some of its employees and consultants. The fair value of the plan at grant date is based upon actuarial assumptions estimated by the management and disclosed in Note 22.2.

Measurement of property, plant and equipment and investment property

The Group holds a building property which is used for both Group administrative purpose and rental to third parties. Therefore, the management has determined that the building accounting should be split between the part used by the Group, classified as property, plant and equipment, and the part rented to third parties, classified as investment property.

The initial cost of acquisition of the building is for both the building construction and the land. In determining the part of the acquisition cost related to the land, by default of explicit description in the notarial deed, the Management has made the assumption that 25% of the initial cost was related to the land.

In determining the measurement of each part of the building (PPE and investment property), the management has determined the split based on the surface used for each purpose. Management has also determined that the depreciation should be made using straight line method and over a useful life of 30 years.

Due to the inability of Management to determine the residual value at the end of the useful life, Management has made the assumption that the residual value is nil and, therefore, the depreciation is computed on the entire value of the building cost.

The Company performs on a regular basis a fit-for-purpose review of its manufacturing equipment and records if need be the required impairment.

Finished goods and work in progress

Finished goods and work in progress are recognised at an amount based on standard cost of production including all expenses directly attributable to the manufacturing process and portions of related production overheads, based on normal operating capacity.

The Company performs on a regular basis a review of its inventory and work in progress to assess the fair realization value and records any required impairment.

Pallet Pool

The non-ELIoT pallet pool is depreciated over 5 years. Management have assessed the durability of the pallets supported by external testing and consider that this is a fair reflection of their estimated useful life. The residual value is estimated to be nil.

The RM2 ELIoT pallet pool is depreciated over 7 years. Previously, the Company targeted high velocity (a KPI measuring the rotation rate of the pallet pool) deployment to be cost-competitive for customers. The introduction of RM2 ELIoT technology brings a competitive advantage to the Company through the replacement of the Lost Equipment Charge typically embedded in any pallet supply contract by a lower Recovery Fee. This leads to lower velocity deployments and therefore extended useful life of each pallet.

Management will review the useful life of the pallets at each reporting date.

Impairment of property, plant and equipment - China/Mexico

The Group is required to test, when an impairment test indicator is identified, whether tangible fixed assets have suffered any impairment. The recoverable amount is determined based on value in use calculations. The use of this method requires the estimation of future cash flows and the determination of a discount rate in order to calculate the present value of the cash flows.

In assessing impairment, Management estimates the recoverable amount of cash generating units based on expected future cash flows and uses an interest rate to discount them. Estimation uncertainty relates to assumptions about useful lifetime of ELIoT pallets, future operating results from pallets, capacity of production of the equipment and the determination of a suitable discount rate (see Note 5.3 for details and assumptions).

Impairment of Goodwill

The Group is required to test, on an annual basis, whether goodwill has suffered any impairment. The recoverable amount is determined based on value in use calculations. The use of this method requires the estimation of future cash flows and the determination of a discount rate in order to calculate the present value of the cash flows.

In assessing impairment, Management estimates the recoverable amount of cash generating units based on expected future cash flows and uses an interest rate to discount them. Estimation uncertainty relates to assumptions about future operating results and the determination of a suitable discount rate (see Note 8 for details and assumptions).

5 Property plant and equipment - Others

Land & Building

Plant & Equipment

Others

Plant & Equipment

China/Mexico

Construction in progress

Total

USD

USD

USD

USD

USD

Cost

As at 1 January 2016

1,746,227

27,666,398

-

15,087,530

44,500,155

Additions

-

2,786,014

-

2,557,381

5,343,395

Transfer/reclassification

-

(12,257,165)

25,081,276

(12,824,111)

-

Disposals

-

(276,479)

-

-

(276,479)

Exchange differences

3,804

 597,279

-

412,343

1,013,426

As at 31 December 2016

1,750,031

18,516,047

25,081,276

5,233,143

50,580,497

Additions

-

181,567

43,191

347,767

572,525

Transfer/reclassification

 (1,648,658)

 (270,617)

270,617

-

 (1,648,658)

Disposals

-

 (97,414)

-

-

 (97,414)

Exchange differences

22,193

1,043,747

-

120,355

1,186,295

As at 31 December 2017

123,566

19,373,330

25,395,084

5,701,265

50,593,245

Amortization and impairment

As at 1 January 2016

230,020

4,479,722

-

3,537,463

8,247,205

Amortization charge for the year

64,200

3,302,950

-

-

3,367,150

Impairment charge for the year

71,163

3,182,360

-

-

3,253,523

Transfer

-

(3,682,648)

3,682,648

-

-

Disposals

-

(156,092)

-

-

(156,092)

Exchange differences

42,113

37,078

-

-

79,191

As at 31 December 2016

407,496

7,163,370

3,682,648

3,537,463

14,790,977

Amortization charge for the year

41,217

2,275,597

2,499,394

-

4,816,208

Impairment charge for the year

-

 (168,763)

1,235,341

1,220,766

2,287,344

Transfer

(288,518)

-

-

-

(288,518)

Disposals

-

 (57,740)

-

-

 (57,740)

Exchange differences

 (36,629)

364,532

-

-

327,903

As at 31 December 2017

123,566

9,576,996

7,417,383

4,758,229

21,876,174

Net book value

As at 31 December 2017

-

9,796,334

17,977,701

943,036

28,717,071

As at 31 December 2016

1,342,535

11,352,677

21,398,628

1,695,680

35,789,520

As of 31 December 2017, the Group has no liens and encumbrances on its property, plant and equipment (2016: there was a mortgage - see Note 5.5 below). In 2017, the Group has no capital commitments on the development and acquisition of property, plant and equipment in Canada (2016: USD 184,476).

There were no borrowing costs capitalised during any period.

5.1 Land & Building

As at 31 December 2017 and 2016, these assets represent the leasehold improvements in the Canadian factory. The building located in Châtel, Switzerland used by the Group for both administrative purposes and for rental has been sold on 27 February 2018; as the decision to sell this asset has been made in 2017 and as the disposal is considered as highly probable, it has been reclassified under fixed assets held for sale on 31 December 2017 for USD 1,360,140. As at 31 December 2016, the cost of the property related to administrative purposes was classified within property, plant and equipment.

As part of the strategic reorganisation of the Group (see Note 1.2), the leasehold improvements have been fully impaired during the year 2016.

5.2 Plant & Equipment - Others

As at 31 December 2017, these assets represent mainly remaining and idle equipment located in the Canadian factory (North American segment). This remaining equipment still in Canada is mainly made of additional assembly capacities that will be transferred in 2018 to an industrial partner or will be stored in a smaller warehouse in Canada. The equipment dedicated to a future transfer continues to be depreciated over its expected lifetime.

This idle equipment in Plant & Equipment - Others has been subject to an impairment testing:

·

Items considered as not usable in the future have been fully impaired;

·

Other items amounting to USD 7,953,715 were not impaired as their fair value less cost of disposal exceeds their carrying amount; this fair value is extrapolated from an external valuation expert report (using in particular replacement cost) issued on 28 March 2016 on the asset's condition as of 31 December 2015.

As at 31 December 2017, the impairment deducted from this position amounts to USD 3,206,855 (2016: USD 3,182,360).

5.3 Plant & Equipment - China/Mexico

As a result of the new manufacturing strategy, the Group moved a significant portion of its industrial assets in Mexico and China in 2016 and early 2017. As of 31 December 2017, the net book value of transferred assets located in Mexico and China amounts to respectively USD 12,849,091 and USD 5,128,610. RM2 remains the owner of the equipment located in China and Mexico.

The Management performed a fit-for-purpose review and recorded an impairment on this basis. The Management also performed an impairment testing using the discounted (at a discount rate of 11.38%) cash flows generated by the set of equipment in Mexico and projected to the set of equipment in China. As the discounted cash flows exceed the net book value for the Mexican Cash Generating Units, there is no impairment to be recorded on these assets.

As at 31 December 2017, the impairment deducted from this position amounts to USD 1,235,341 (2016: USD 0).

5.4 Construction in progress

As at 31 December 2017 and 2016, the Group has several items as PPE corresponding to machines that are not yet completed for the production of pallets, located in Canada and Mexico. These items are presented as construction in progress and are not amortized.

In 2017, these items have been subject to a fit-for-purpose review and items considered as not usable in the future have been fully impaired.

As of 31 December 2017, the cumulated value correction deducted from this position amounts to USD 1,220,766 (2016: USD 0).

5.5 Security on property, plant & equipment for liabilities

The Group has granted a security interest over the property held in Switzerland in return for the CHF 1,700,000 bank loan amounting to USD 1,741,480 (2016: CHF 1,800,000 - USD 1,766,520). As at 31 December 2017, this asset has been transferred under the caption fixed assets held for sale (see Note 12).

6 Property, plant and equipment Pallet pool

Pallet Pool

USD

Cost

As at 1 January 2016