Tricor Regulatory News (TRIC)

Chairman's Statement

Tricor plc ("Tricor" or the "Company") is hereby pleased to report its result for the year ended 31 March 2014.

Tricor is an investment company listed on AIM. On 18 March 2013, Tricor invested in a sand mining business through Tricor Environmental Pte Ltd ("TEPL") and agreed to set up an iron sand business through Tricor Minerals Pte Ltd ("TM") and Tricor Resources Trading Pte Ltd ("TRT") with KGGD Pte Ltd.

The trading of Tricor shares was suspended on AIM on 30 September 2014 for failing to publish its audited accounts within six months. The main reason for this was that auditors in Singapore and London required more information regarding the activities of TEPL and could not complete its audits before the deadline. Later, Tricor had to demonstrate to its Group auditors that it has sufficient working capital for the next 12 months. With the very recently concluded Ellwood funding (as detailed below), the Company has now been able to demonstrate sufficiency of working capital for the next 12 months.

For the year ended 31 March 2014, Tricor incurred a net loss of £3,259,000. The Company generated a much improved revenue of £3,889,000 (2013: £207,000) for the period, but the gross profit was lower at £22,000 (2013: £131,000). That was mainly due to the high operating overheads before the sand mining business achieved the optimal production capacity. The high finance costs to service the debt at TEPL and the administrative expenses incurred to maintain the site operation throughout the monsoon period then contributed to a net loss position of the Company.

An update on our investments is below.

Tricor Environmental Pte Ltd ("TEPL")

Following the investment made by the Company in TEPL in March 2013, meaningful progress was made to its sand business. The TEPL business is a start-up and accordingly significant expenses were incurred on building infrastructure at the site throughout 2013, including building a jetty, roads, equipment and other infrastructure, so that revenue generating activities could commence.

The acquisition of its Bangan site (as referenced in Tricor's announcement of 16 September 2013) and its development also required working capital and thereby further stretched TEPL's financial resources. Sand sales commenced slowly in March 2013 and picked up in April and May 2013. The monsoon season between July and October 2013 resulted in negligible operations during that period. Although operations recommenced in November 2013, much time and effort was spent on repairing the jetty and the site; hence revenue generating activities could only start from December 2013 onwards. These ceased again at the start of the 2014 monsoon season in June.

TEPL has sold 2,245,937 metric tons of sand, but made a loss of £2,061,000, for the financial year ended 31 March 2014. This loss is mainly due to (a) TEPL not having sufficient capital to grow its business to the extent that economies of scale will kick in; (b) it had too much overhead for the amount of sand it was producing and selling (especially during the operationally inactive monsoon period); and (c) TEPL carrying too much debt. The TEPL debt, prior to the restructuring set out below, was more than US$5 million (as at 31 March 2014). TEPL could have carried on sand operations from December 2014 onwards but that would have resulted in further losses to TEPL. Hence, since then, TEPL has concentrated on restructuring its finances and its management are pleased that there is now an agreement on the restructuring, as set out below. As well as drastically reducing TEPL's debt, TEPL has also capped its capital expenditure on infrastructure and reduced its monthly overheads during the operational inactive monsoon period to a minimum.

Tricor has also engaged Titan Capital Asia (HK) Ltd to raise up to US$5 million for it to expand its operations so that it can enjoy economies of scale. Even though the restructuring is now agreed, TEPL will not start sand operations now as there is only 2 months more before the monsoon period begins once again.

Given that most of the cost of the infrastructure has now been incurred, its debt has now been drastically reduced and its operational cost being kept to a minimum, the management of TEPL hopes to report a better set of financial results for the year to 31 March 2016.

Tricor Minerals Pte Ltd ("TM")

TM has experienced significant difficulties relating to building an iron sand plant which is suitable for its site's conditions. The initial tests at the completed plant showed that the plant could only produce negligible amounts of iron sand and certainly far below the expectations of TM's management. TM's management believes that it would benefit from shifting its plant to TEPL's Bangan site because there seems to be greater iron content in the sand there.

Contemporaneously, TEPL is assisting the management of TM with its applications for the necessary permits to operate a plant in Bangan, however, it is not certain that the necessary permits will be granted by the authorities. Nonetheless, TM hopes that there will be some positive news on the permits within the next 6 months.

TM made a loss of £262,000 for the financial year ended 31 March 2014.

As announced on 29 May 2013, KGGD Pte Ltd has agreed to provide TM with financing.

Tricor Resources Trading Pte Ltd ("TRT")

TRT was set up to be a resources trading company and is expected to commence business after TM starts producing iron sand.

TRT made a loss of £2,700 for the financial year ended 31 March 2014.

VAT claim

The VAT Tribunal delivered its decision against Tricor in March 2014 regarding its claim for £1.8 million. Tricor has been given leave to appeal this decision at the Upper Tribunal and we await a date to be set for the Appeal hearing. A judgement is not expected for at least 12 months.

Restructuring

The Company has been working with Ellwood International Limited ("Ellwood") and Bien Kiat Tan ("BKT") to restructure the Company as well as its investments. BKT is the major shareholder of Ellwood. BKT is a successful private equity investor and was the Managing Director of TPG Newbridge Capital, the Asian arm of TPG Capital. Further details regarding BKT can be found below.

All relevant parties have now agreed that the Company and its investments shall be restructured as follows:

1. It is proposed that a new UK director shall join the board of directors of the Company (the "Board") and be appointed its Non-Executive Chairman. This person shall be in charge of maintaining corporate governance standards in the Company. A candidate has been identified for this role and further announcements will be made in connection with this matter, as and when appropriate.

2. It was announced today that subject to restoration of trading in Tricor's shares, Ellwood shall invest up to £200,000 in the Company and if shareholders grant the Directors the necessary authority to issue shares, it will be issued and allotted up to 52,631,579 new ordinary shares of 0.001p each at 0.38p per share and warrants convertible into up to 210,526,316 new ordinary shares, with such warrants having an exercise price of 0.5p per share and being exercisable at any time until 31 December 2018 (subject to Ellwood and its connected parties not holding more than 29.9% of the Company at any one time).

3. Titan Capital Asia (HK) Ltd, an investment firm and corporate finance advisor based in Hong Kong, shall use its best endeavours to raise a sum of up to US$5 million for the Company or TEPL, with the majority of such funds to be used as expansion capital for TEPL's business.

4. The major creditors of TEPL (the "Major Creditors") shall forgive and release part of the debt owed to them by TEPL of approximately US$4.7 million. This will reduce TEPL's total debt to these Major Creditors from approximately US$7.8 million to approximately US$3.1 million. This represents a very substantial reduction of over 60% in TEPL's debt and this significantly improves its balance sheet and re-positions TEPL to continue its growth plans. Upon US$5 million (as referenced above) being raised and received by Tricor, it shall invest further into TEPL which will then facilitate TEPL paying a total sum of US$1.2 million to the Major Creditors. The Major Creditors have agreed that TEPL shall pay the balance of amount owing to the Major Creditors only when sufficient free cash is generated by TEPL or any of the Company's other investments.

5. Some of the Major Creditors are holders of warrants over ordinary shares in Tricor and so it has also been agreed that such warrants, which are convertible into 47,472,263 ordinary shares in Tricor, shall have their strike price reduced from 8p to 0.5p. These warrants are exercisable until 31 December 2017 and all other terms of the warrants remain the same.

6. All the Directors of the Company shall not receive cash remuneration until the Board has unanimously agreed that the Company has sufficient financial resources to pay the Directors' salaries in cash, which is not expected to be before the proposed $5 million is raised.

7. Some of Tricor's creditors have agreed that Tricor shall only have to pay 20% of the debt owing to them once the shares of the Company have resumed trading on AIM and the balance shall be paid when US$5 million has been injected into the Company or by 31 March 2017, whichever is the earlier.

8. TEPL has arranged its financial affairs such that its running costs, are being kept to a minimum.

With all these measures taken, Tricor has strengthened its balance sheet and has also reduced its overheads to a minimum, thus significantly improving the prospects of the Company going forward.

Outlook

The Company continues to review and evaluate investments which may fall within its investing policy. Any investment is subject to the Company having sufficient investment capital available to it whilst maintaining sufficient levels of working capital. The Board is focused on controlling costs as it develops its investments. 

F M Chan

Chairman

31 March 2015

Profile - Bien Kiat Tan

Mr. Bien Kiat Tan has 18 years of experience in private equity and investment management and is the Founder and Managing Director of Titan Capital, a private equity investment firm in Asia. Mr. Tan served as Managing Director of TPG Newbridge Capital, the Asian arm of TPG Capital and was responsible for their operations in South-East Asia, India and Australasia. He also served as Chairman of PacNet Ltd, a NASDAQ-listed telecommunication services company. Prior to that, he served as the Chief Executive of a major South-East Asia conglomerate which controlled five public-listed companies. His career included senior management roles with Booz Allen & Hamilton and A.T. Kearney, both leading American strategy consulting firms, where he was instrumental in pioneering their Asian franchisees. Mr. Tan holds an MBA and MS from Columbia University in New York City.

Investing Policy

The Company's Investing Policy is to focus on building up businesses, or alternatively identifying and acquiring quoted and unquoted businesses, which are involved in:

1. Providing services and facilities to support, assist and serve the natural resources industries, in particular exploration, mining and extraction of resources. The services and facilities that are to be within the scope of the Investing Policy will include management services, transportation, logistics, processing, testing and storage. The Investing Policy will extend to companies and businesses that are engaged in trading of natural resource products and commodities, including but not limited to coal, owning natural resources, mines and tenements and exploration and extraction rights for natural resources of any kind, developing and construction of infrastructure for transportation, including building roads and building and owning plants for the conversion and processing of coal to useable fuel in each case in any part of the World; and

2. Developing carbon credits through forestry and other emissions-related activities and providing the sales and financial infrastructure to monetise carbon credits in the international markets.

By actively investing in businesses with complementary areas of expertise, which may for example includes in relation to the natural resources sector, exploration, processing, inspection, testing, aviation, maintenance and similar activities, the directors of Tricor (the "Directors") believe that it is possible to generate considerable opportunities for the cross selling of services between the different operations and countries. The Directors also intend to continue to make minority investments in such businesses where the Company would be a passive investor, but where those investments provide the opportunity for enhancing the grow prospects of the Company.

With regard to the acquisitions that the Company expects to make, the Directors may adopt earn-out structures, with specific performance targets being set for the sellers of the businesses acquired and with suitable metrics applied. The Company may invest by way of hiring appropriate persons to build up a business or by outright acquisition, by the acquisition of assets, including intellectual property, of a relevant business, or via establishing partnerships or joint venture arrangements. Such investments may result in the Company acquiring the whole or part of a company (which in the case of an investment in a company may be private or listed on a stock exchange and which may be pre-revenue) and such investments may constitute a minority stake in the company or project in question. The Company's investments may take the form of equity, joint venture debt, convertible instruments, licence rights or other financial instruments as the Directors deem appropriate.

The Company will be both an active and a passive investor and the Directors will place no minimum or maximum limit on the length of time that any investment may be held. There is no limit on the number of projects into which the Company may invest nor the proportion of the Company's gross assets that any investment may represent at any time and the Company will consider possible opportunities anywhere in the World. There are no borrowing limits in the Articles of Association of the Company. The Directors do not intend to acquire any cross-holdings in other corporate entities that have an interest in the ordinary shares of 0.01 of one penny each in the capital of the Company ("Ordinary Shares").

There are no restrictions on the type of investment that the Company might make nor on the type of opportunity that may be considered other than as set out in this Investing Policy. As the Ordinary Shares are traded on AIM this provides a facility for holders of Ordinary Shares ("Shareholders") to realise their investments in the Company. In addition, the Directors may consider from time to time other means of facilitating returns to Shareholders including dividends, share repurchases, demergers, schemes of arrangement or liquidation.

TRICOR PLC

STRATEGIC REPORT

FOR THE YEAR ENDED 31 MARCH 2014

Review of business and future developments

The results for the period and financial position of the company and the group are as shown in the annexed financial statements. For more information please refer to the Chairman's Statement.

Key risks and uncertainties

Risk is intrinsic to the business both in the nature of the underlying activities over the period and the regulatory environment. The financial risks are discussed in note 3 to the financial statements. During this period the group has acquired investments in sand and iron sand businesses.

Tricor is seeking to build up businesses, or alternatively acquire quoted or unquoted companies in the carbon and mining/minerals sectors.

The group are still pursuing their claim for recoverable VAT through a VAT Tribunal and Tricor's legal advisors who are handling the claim remain positive on the prospects for success for Tricor. If Tricor were to lose the claim, then it may have to pay adverse costs of the proceedings.

All of the group's sales during the year were made to one external customer, Chahaya Shipping & Trading Co Pte Ltd.

Financial and capital risk management

The Group has instigated certain financial and capital risk management policies and procedures which are set out in note 3 to the financial statements.

Key performance indicators

Management assesses the cash inflow position on a regular basis by comparison against the cash flow forecasts. The Group does not at present use non-financial key performance indicators.

Employee involvement

The group places considerable value on the involvement of the employees and has continued to keep them informed on matters affecting the group. This is achieved through formal and informal meetings.

The Strategic Report was approved by the Board on 31 March 2015 and signed on its behalf by:

F M Chan

Director

31 March 2015

TRICOR PLC

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 MARCH 2014

The directors present their report with the financial statements of the company and the group for the year ended 31 March 2014.

Principal activities

The principal activities of the group in the period under review were that of investing in companies that are involved in mining and trading iron sand and sand.

Results and dividends

The consolidated losses for the year are £3,259,000 on routine activities (2013: £1,306,000), which have been allocated against reserves. No dividends can be distributed for the year ended 31 March 2014.

Strategic Report

In accordance with section 414C(11) of the Companies Act 2006 the company choose to report the review of the business, the future outlook and the risks and uncertainties faced by the group in the Strategic Report on page 5.

Directors

The directors during the year under review were:

F M Chan

N. Khan (resigned 29 September 2014)

A G Corr (appointed 25 March 2013)

C. Morgan (appointed 15 November 2013)

All the directors who are eligible offer themselves for re-election at the forthcoming annual general meeting.

The beneficial interests of the directors holding office at 31 March 2014 in the ordinary shares of the company, according to the register of directors' interests, were as follows:

* includes 64,600 shares held by Jersey Hills Holdings Ltd, a company controlled by Chan Fook Meng, but excludes shares that are held by the nominees of the CVA, Tricor Nominees Ltd, and that are to be distributed to Chan Fook Meng and Jersey Hills Holdings Ltd.

*After the consolidation of shares during a Company Voluntary Arrangement sometime in January 2013, the 600,000,000 options is now reduced to 60,000 options with a strike price of £4.25

On 10 June 2013, Sea Rock Holdings Ltd (Sea Rock"), a company wholly owned and controlled by Chan Fook Meng, acquired 5,000,000 warrants exercisable into 5,000,000 shares in the Company. On 23 December 2013, Sea Rock acquired a further 50,000,000 warrants exercisable into 50,000,000 shares in the Company.

On 17 September 2013, Nova Resources Limited ("Nova"), a company in which Chan Fook Meng is a director and shareholder, acquired 9,000,000 warrants exercisable into 9,000,000 shares in the Company. On 27 February 2014, Nova acquired a further 34,000,000 warrants exercisable into 34,000,000 shares in the Company.

TRICOR PLC

DIRECTORS' REPORT (continued…)

FOR THE YEAR ENDED 31 MARCH 2014

Substantial shareholders

As at 30 March 2015, the company had been notified of the following beneficial interests in three per cent or more of the issued share capital:

Directors' remuneration

Remuneration and fees for the directors for the year is summarised as follows:-

Publication of accounts on company website

Financial statements are published on the company's website. The maintenance and integrity of the website is the responsibility of the directors. The directors' responsibility also extends to the financial statements contained therein.

Indemnity of officers

The group may purchase and maintain, for any director or officer, insurance against any liability and the group does maintain appropriate insurance cover against legal action brought against its directors and officers.

Group's policy on payment of creditors

It is the group's normal practice to make payments to suppliers in accordance with agreed terms provided that the supplier has performed in accordance with the relevant terms and conditions. The creditor days of the company was 340 days (2013: 30 days).

TRICOR PLC

DIRECTORS' REPORT (continued…)

FOR THE YEAR ENDED 31 March 2014

Going concern

The Company has secured a new working capital facility (subject to the restoration of trading in it's shares), and has restructured its investments.

After making appropriate enquiries and having regard to the current status of the foregoing efforts, the directors consider that the group has a reasonable chance of having adequate resources to continue in operational existence for the foreseeable future. For this reason they continue to adopt the going concern basis in preparing the financial statements. This is reflected in note 2.1 to the financial statements.

Events after the reporting period

The post balance sheet disclosures required by IAS10 Events after the Reporting Period are disclosed in Note 26.

DIRECTORS RESPONSIBILITIES

The directors are responsible for preparing the directors' report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have, as required by the AIM Rules of the London Stock Exchange, elected to prepare the group and parent financial statements in accordance with International Financial Reporting Standards as adopted for use in the European Union. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

• select suitable accounting policies and then apply them consistently;

• make judgments and estimates that are reasonable and prudent;

• state whether the group and parent company financial statements have been prepared in accordance with IFRSs as adopted by the European Union subject to any material departures disclosed and explained in the financial statements; and

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company and the group will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and of the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

TRICOR PLC

DIRECTORS' REPORT (continued…)

FOR THE YEAR ENDED 31 March 2014

AUDITORS

A resolution to reappoint Jeffreys Henry LLP as auditors of the company will be put to shareholders at the forthcoming annual general meeting.

On behalf of the board

F M Chan

Director

31 March 2015

The directors acknowledge the importance of the principles set out in The UK Corporate Governance Code ("Code") issued by the Financial Reporting Council. Although the Code is not compulsory for AIM companies, the directors have applied the principles as far as practicable and appropriate for a relatively small public company as follows:

The board of directors

The Board is responsible for strategy and performance, approval of major capital projects and the framework of internal controls. To enable the Board to discharge its duties, all Directors receive appropriate and timely information. All directors have access to the advice and services of the Company Secretary, who is responsible for ensuring that Board procedures are followed and that applicable rules and regulations are complied with. The Chairman and Chief Executive Officer of the board is Chan Fook Meng.

Audit committee and remuneration committee

The Audit Committee and the Remuneration Committee consists of one non-executive Director, Christopher Morgan, and one executive Director, Chan Fook Meng. The Audit Committee receives and reviews reports from management and the company's auditors relating to the annual and interim accounts and the accounting and internal control systems of the company. The Audit Committee has unrestricted access to the group's auditors.

The Remuneration Committee reviews the performance of the executive directors, sets their remuneration, determines the payment of bonuses to executive directors and considers the allocation of share options to directors and employees.

Overcoming geographic and time differences

The board is conscious of the need to overcome the difficulties that can arise from the time differences and geographic separations that face directors; both between and within regions.

It is not practical or cost-justified for the whole board to meet face-to-face at every board meeting. So where one or more director is unable to be physically present, use is made of telephone conference calls.

During the course of the year, there were four meetings of the board and all directors were present at all meetings, mostly in person but sometimes by telephone. The Company's chairman attended all of the four meetings.

Internal financial control

The Board is responsible for establishing and maintaining the group's system of internal financial control and places importance on maintaining a strong control environment. The key procedures which the directors have established with a view to providing effective internal financial control are as follows:

· The group's organisational structure has clear lines of responsibility.

· The Board is responsible for identifying the major business risks faced by the company and for determining the appropriate courses of action to manage those risks.

· The Board is involved in regular subsidiary company board meetings and with structured operational reporting requirements.

The directors recognise, however, that such a system of internal financial control can provide only reasonable, not absolute, assurance against material misstatement or loss. The directors have reviewed the effectiveness of the system of internal financial control that will be operated by the group.

Non-executive directors

It is not thought that the Company is large enough to warrant the formal appointment of a senior non executive director. Instead, other non-executive directors are actively and regularly consulted by the Chairman and encouraged to provide feedback. Chan Fook Meng as well has maintained a dialogue with major shareholders and the board up to date with shareholders' views.

No formal mechanism exists for appraising the effectiveness of the board as a whole or of the Chairman alone. The Remuneration Committee has not recommended that such a process is implemented.

In addition to the board meetings, there are also frequent but less-formal telephone and email exchanges among directors. On these occasions there may be discussion of monthly management accounts or any other topic a director may wish to raise. These meetings are chaired by the Company's chairman.

In addition to using their influence at board and board Committee meetings, non‑executive directors have direct access to the secretary of the board Committees. This individual reports directly to the chairman of the Audit & Risk Committee, is also the internal auditor for the group and has delegated to him all of the routine company secretarial work.

By these means, the non-executive directors believe that their roles are being discharged effectively.

Service contracts

The directors have service contracts and letters of appointment, which require not less than 12 months' notice of termination.

Model code

The Company has adopted and will operate a share dealing code for directors and senior executives on the same terms as the Financial Conduct Authority's Model Code and in order to comply with rule 21 of the AIM Rules for Companies.

Audit Committee Report

The Audit Committee meet formally twice during the year with the Company's auditor at appropriate times during the reporting and audit cycle, and otherwise as required. The Audit Committee assessed the effectiveness of the external audit process by performing the following duties during the year:

i Monitor the integrity of the financial statements, including the annual and interim reports; review the consistency of accounting policies; review whether the Company has followed appropriate accounting standards and made appropriate estimates and judgements; review the methods used to account for significant or unusual transactions; review the clarity of disclosure in the Company's financial reports; and review all material information presented with the financial statements.

ii Review the effectiveness of the Company's internal controls and risk management systems, and to review and approve the statements included in the annual report concerning these.

iii Review the Company's arrangements for its employees to raise concerns about possible wrongdoing and ensure that these arrangements allow proportionate and independent investigation; and to review the Company's procedures for detecting and preventing bribery and fraud.

iv Consider and make recommendations in relation to the appointment, re-appointment and removal of the Company's external auditor; oversee the relationship with the external auditor; maintain contact with the external auditor; review and approve the annual audit plan; review the findings of the audit with the external auditor; and review the effectiveness of the audit.

v Identify the risks that the Company may be exposed to and recommend to the board how these may be avoided, mitigated or insured against, or some combination of these.

Going concern

The Company has secured a new working capital facility (subject to the restoration of trading in it's shares), and has restructured its investments.

After making appropriate enquiries and having regard to the current status of the foregoing efforts, the directors consider that the group has a reasonable chance of having adequate resources to continue in operational existence for the foreseeable future. For this reason they continue to adopt the going concern basis in preparing the financial statements. This is reflected in note 2.1 to the financial statements.

Relations with shareholders

Communications with shareholders are given high priority. The Board uses the Annual General Meeting to communicate with investors and welcomes their participation. The Chairman aims to ensure that the directors are available at Annual General Meetings to answer questions.

Statement by Directors on Compliance with the Provisions of the UK Corporate Governance Code

The Board consider that they have complied with the provisions of the Code, as far as practicable and appropriate for a public company of this size.

We have audited the consolidated financial statements of Tricor Plc for the year ended 31 March 2014, which comprise the consolidated statement of comprehensive income, consolidated statement of changes in equity, consolidated statement of financial position, company statement of financial position, company statement of changes in equity, consolidated statement of cash flows, company statement of cash flows and the related notes. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union and as regards the parent company financial statements, as applied in accordance with the provisions of the Companies Act 2006.

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving this opinion, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.

Respective responsibilities of directors and auditors

As explained more fully in the Statement of Directors' Responsibilities set out on pages 7 to 10, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view.

Our responsibility is to audit the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors.

Scope of the audit

An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the group and parent company's circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the directors; and the overall presentation of the financial statements. In addition we read all financial and non-financial information in the chairman's statement, strategic report and directors' report to identify material inconsistencies with the audited financial statements and to identify any information that is apparently materially incorrect based on, or materially inconsistent with, the knowledge acquired by us in the course of performing the audit. If we become aware of any apparent material misstatements of inconsistencies, we consider the implication for our report.

Opinion on financial statements

In our opinion:

· the financial statements give a true and fair view, of the state of the group's and of the parent company's affairs as at 31 March 2014 and of the group's loss and group's and parent company's cash flows for the year then ended;

· the group financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union;

· the parent company financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union and as applied in accordance with the provisions of the Companies Act 2006; and

· the financial statements have been properly prepared in accordance with the requirements of the Companies Act 2006.

Emphasis of matter - going concern

In forming our opinion, which is not qualified, we have considered the adequacy of the disclosure made in the accounting policies on the financial statements concerning the group's ability to continue as a going concern. The group incurred a net loss of £3,259,000 for the year ended 31 March 2014 and, at that date, the group's net liabilities included a VAT balance recoverable of £905,000, which is the subject of an ongoing dispute (see note 27). The company is also anticipating new inward investment. These conditions, together with other matters explained in note 2.1 to the financial statements, indicate the existence of a material uncertainty which may cast significant doubt about the company's ability to continue as a going concern. The financial statements do not include the adjustments that would result if the group was unable to continue as a going concern.

Opinion on other matters prescribed by the Companies Act 2006

In our opinion the information given in the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements.

Matters on which we are required to report by exception

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

David Warren

SENIOR STATUTORY AUDITOR

For and on behalf of Jeffreys Henry LLP, statutory auditor

Finsgate

5-7 Cranwood Street

London

EC1V 9EE

United Kingdom

31 March 2015

The financial statements were approved and authorised for issue by the board of directors on 31 March 2015 and were signed on its behalf by:

Chan Fook Meng

Director

31 March 2015

Company Registration No: 02709891

Share capital (deferred and ordinary) is the amount subscribed for shares at nominal value.

Share premium represents the excess of the amount subscribed for share capital over the nominal value of the respective shares net of share issue expenses.

Other reserves represent a merger reserve, the equity portion of non-interest bearing loans and foreign exchange differences arising on the translation of subsidiaries.

Share based payment reserve is described in detail in Note 23 to the accounts.

 Retained loss represents the cumulative losses of the company attributable to owners of the company.

The financial statements were approved and authorised for issue by the board of directors on 31 March 2015 and were signed on its behalf by:

Chan Fook Meng

Director

31 March 2015

Company Registration No: 02709891

Share capital (deferred and ordinary) is the amount subscribed for shares at nominal value.

Share premium represents the excess of the amount subscribed for share capital over the nominal value of the respective shares net of share issue expenses.

Other reserves represent a merger reserve and the equity portion of non-interest bearing loans.

Share based payment reserve is described in detail in Note 23 to the accounts.

Retained loss represents the cumulative losses of the company attributable to owners of the company.

1. GENERAL INFORMATION

Tricor is a company incorporated in England and Wales and quoted on AIM market of the London Stock Exchange. The address of the registered office is Finsgate, 5-7 Cranwood Street, London EC1V 9EE. The principal activity of the Group in the period under review was pursuit of investments in line with the Company Investing Policy.

2. ACCOUNTING POLICIES

2.1 Going concern

The financial statements have been prepared on the assumption that the group is a going concern. When assessing the foreseeable future, the directors have looked at a period of 12 months from the date of approval of this report.

Were the company unable to continue as a going concern, adjustments would have to be made to the statement of financial position of the group to reduce the value of assets their recoverable amounts, to provide for future liabilities that might arise and to reclassify non-current assets and long-term liabilities as current assets and liabilities.

The group's business activities, together with the factors likely to affect its future development, performance and position are set out in the Business Review on page 3. In addition note 3 to the financial statements includes the group's objectives, policies and processes for managing its capital; its financial risk management objectives; and its exposures to credit risk and liquidity risk.

On the basis of the cash balance held at the date of the report and the planned activities in the next 12 months and after making enquiries, the directors have a reasonable expectation that the company and group will have adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the annual report and financial statements.

2.2 Basis of preparation

These consolidated financial statements are prepared under applicable law and International Financial Reporting Standards (IFRS's) as adopted by the European Union and as regards the parent company financial statements, as applied in accordance with provisions of the Companies Act 2006.

There are no IFRS, IFRIC interpretations or amendments that have been issued and effective for the first time in this financial period that have had a material impact on the Group.

There are no IFRS or IFRIC interpretations and amendments that are not yet effective that would be expected to have a material impact on the Group.

The loss for the Parent company for the year is disclosed in note 10. The Group has taken advantage of the provisions of the Companies Act 2006 not to prepare a separate income statement.

2. ACCOUNTING POLICIES (continued…)

2.3 Consolidation

2.3.1 Subsidiaries

Subsidiaries are all entities over which Tricor Plc has the power to govern the financial and operating policies generally accompanying a shareholding of more than one half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the group controls another entity. Subsidiaries are fully consolidated from the date on which control is transferred to Tricor Plc. They are de-consolidated from the date that control ceases.

The purchase method of accounting is used to account for the acquisition of subsidiaries by the group. The cost of an acquisition is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the acquisition. 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 minority interest. The excess of the cost of acquisition over the fair value of the group's share of the identifiable net assets acquired is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognised directly in the income statement.

Inter-company transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also eliminated but considered an impairment indicator of the asset transferred. Accounting policies of subsidiaries have been changed or adjusted upon consolidation where necessary to ensure consistency with the policies adopted by the group.

2.3.2 Intangibles

Licence

Separately acquired licences are shown at historical cost. Licences have a finite useful life and are carried at cost less accumulated amortisation. Amortisation is calculated using the straight line method to allocate the cost of the licence over its estimated useful life of five years. The licence has been fully impaired in the period.

2.4 Impairment of non-financial assets

Assets that have an indefinite useful life, for example goodwill, are not subject to amortisation and are tested annually for impairment. Assets that are subject to amortisation 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 asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units). Non-financial assets other than goodwill that suffered impairment are reviewed for possible reversal of the impairment at each reporting date.

2. ACCOUNTING POLICIES (continued…)

2.5 Investments

Fixed assets investment is carried at cost less provision for diminution in value. The carrying value is calculated based on the fair value and expected recoverability of the investments.

2.6 Property, plant and equipment

Tangible non-current assets are stated at historical cost less depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of the items.

Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to the income statement during the financial year in which they are incurred. Depreciation is provided at rates calculated to write off the cost less estimated residual value of each asset over its estimated useful life, at rates between 15% and 33.3% on reducing balances.

The asset's residual values and useful economic lives are reviewed, and adjusted if appropriate, at each balance sheet date. An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable value.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised within other losses or gains in the income statement. When revalued assets are sold, the amounts included in other reserves are transferred to retained earnings.

2.7 Revenue recognition

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured, regardless of when the payment is made. Revenue is measured at the fair value of the consideration received or receivable, excluding discounts, rebates and sales taxes or duty. The Group assesses its revenue arrangements to determine if it is acting as principal or agent. The Group has concluded that it is acting as a principal in all of its revenue arrangements. The following specific recognition criteria must also be met before revenue is recognised:

Revenue from the sale of sand and iron sand is recognised upon the transfer of significant risks and rewards of ownership, which generally coincides with the time when the goods are delivered to customers and title has passed.

2.8 Taxation

The tax expense represents the sum of the tax currently payable and deferred tax. The tax currently payable is based on the taxable profit for the year. Taxable profit differed from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The entity's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.

2. ACCOUNTING POLICIES (continued…)

2.9 Deferred tax

Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. However, the deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.

Deferred income tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.

2.10 Operating leases

Assets held under finance leases are initially recognised as assets of the group at their fair value at the inception of the lease or, if lower, at the present value of the minimum lease payments. The corresponding liability to the lessor is included in the statement of financial position as a finance lease obligation. Lease payments are treated as reduction of the lease obligation on the remaining balance of the liability. Finance expenses are recognised immediately in profit or loss, unless they are directly attributable to qualifying assets, in which case they are capitalised in accordance with the Group's general policy on borrowing costs (see below). Contingent rentals are recognised as expenses in the periods in which they are incurred.

Rental leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to the income statement.

2.11 Segment reporting

Operating segments are identified on the basis of internal reports about components of the company that are regularly reviewed by the chief operating decision maker in order to allocate resources to the segments and to assess their performance.

2.12 Cash and cash equivalents

Cash and cash equivalents include cash in hand, deposits held on call with banks, other short-term highly liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities on the balance sheet.

2.13 Quoted Investments

These have been included at book cost and no provision made in these accounts to adjust that valuation to market value.

2. ACCOUNTING POLICIES (continued…)

2.14 Trade receivables

Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for impairment is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the receivables. Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy or financial reorganisation and default or delinquency in payments are considered indicators that the trade receivable is impaired.

2.15 Trade payables

Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.

2.16 Borrowings

Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the income statement over the year of the borrowings using the effective interest method.

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

Financial instruments are classified as equity instruments if the following conditions are met: The instrument includes no contractual obligation to deliver cash or another financial asset or to exchange the financial asset or financial liability under conditions that are unfavourable to the company; and, if the instrument may or will be settled in the company's own equity instrument, it is: a non-derivative that includes no contractual obligation for the issues to deliver a variable number of its own equity instruments; or, a derivative that will be settled by the company exchanging a fixed amount of cash or another financial asset for a fixed number of its own equity instruments. For this purpose the company's own equity instruments do not include instruments that are themselves contracts for the future receipts or delivery of the company's own equity instruments.

2.17 Financial instruments

Non-derivative financial instruments comprise investments in equity and debt securities, trade and other receivables, cash and cash equivalents, loans and borrowings and trade and other payables.

Non-derivative financial instruments are recognised initially at fair values, plus, for instruments not at fair value through profit or loss, any directly attributable transaction costs, except as described below. Subsequent to initial recognition non-derivative financial instruments are measured as described below.

A financial instrument is recognised when the group becomes a party to the contractual provisions of the instrument. Financial assets are derecognised if the group's contractual rights to the cash flows from the financial assets expire or if the group transfers the financial assets to another party without retaining control or substantially all risks and rewards of the asset. Regular purchases and sales of financial assets are accounted for at trade date, i.e. the date that the group commits itself to purchase or sell the asset. Financial liabilities are derecognised if the group's obligations specified in the contract expire or are discharged or cancelled.

2. ACCOUNTING POLICIES (continued…)

2.18 Fair values

The carrying amounts of the financial assets and liabilities such as cash and cash equivalents, receivables and payables of the group at the balance sheet date approximated their fair values, due to the relatively short term nature of these financial instruments.

The company provides financial guarantees to licensed banks for credit facilities extended to subsidiary companies. The fair value of such financial guarantees is not expected to be significantly different as the probability of the subsidiary company defaulting on the credit lines is remote.

The carrying amounts of the financial assets and liabilities such as cash and cash equivalents, receivables and payables of the group at the balance sheet date approximated their fair values, due to the relatively short term nature of these financial instruments.

The company provides financial guarantees to licensed banks for credit facilities extended to subsidiary companies. The fair value of such financial guarantees is not expected to be significantly different as the probability of the subsidiary company defaulting on the credit lines is remote.

2.19 Share-based compensation

The fair value of the employee's, directors' and suppliers' services received in exchange for the grant of the options and warrants are recognised as an expense. The total amount to be expensed over the vesting year is determined by reference to the fair value of the options granted, excluding the impact of any non-market vesting conditions (for example, profitability and sales growth targets). Non-market vesting conditions are included in assumptions about the number of options that are expected to vest. At each balance sheet date, the entity revises its estimates of the number of options that are expected to vest. It recognises the impact of the revision to original estimates, if any, in the income statement, with a corresponding adjustment to equity.

The proceeds received net of any directly attributable transaction costs are credited to share capital (nominal value) and share premium when the options and warrants are exercised.

2.20 Share capital

Ordinary and deferred shares are classified as equity. Other types of equity instruments are those as described in 2.16.

Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.

2.21 Functional currency translation

i) Functional and presentation currency

The financial statements are presented in pounds sterling (£), which is both the group's presentation and functional currency.

2. ACCOUNTING POLICIES (continued…)

2.21 Functional currency translation (continued)

ii) Transactions and balances

Foreign currency transactions are translated into the presentational currency using exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement.

2.22 Critical accounting estimates and judgements

The preparation of consolidated financial statements requires the group to make estimates and assumptions that affect the application of policies and reported amounts. Estimates and judgements are continually evaluated and are based on historical experience and other factors including expectations of future events that are believed to be reasonable under the circumstances. Actual results may differ from these estimates. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are discussed below:

(a) Impairment of intangibles (other than goodwill)

Intangible assets are reviewed for impairment if events or changes in circumstances indicate that the carrying amount may not be recoverable. When a review for impairment is conducted, the recoverable amount is determined based on value in use calculations prepared on the basis of management's assumptions and estimates.

(b) Share-based compensation

The fair value of options and warrants are determined by reference to the fair value of the options granted, excluding the impact of any non-market vesting conditions (for example, profitability and sales growth targets). Non-market vesting conditions are included in assumptions about the number of options that are expected to vest. At each balance sheet date, the entity revises its estimates of the number of options that are expected to vest. It recognises the impact of the revision to original estimates, if any, in the income statement, with a corresponding adjustment to equity.

2.23 Impairment of financial assets

Financial assets, other than those at fair value through profit or loss, are assessed for indicators of impairment at the end of the each reporting period. Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the financial assets have been impacted.

Accounts receivable and amounts due from ultimate holding company and related companies are assessed not to be impaired individually are, in addition, assessed for impairment on a collective basis. Objective evidence of impairment for a portfolio of receivables could include the Group's past experience of collecting payments and observable changes in national or local economic conditions that correlate with default on receivables.

2. ACCOUNTING POLICIES (continued…)

2.23 Impairment of financial assets (continued)

For financial assets carried at amortised cost, an impairment loss is recognised in profit or loss when there is objective evidence that the asset is impaired, and is measured as the difference between the asset's carrying amount and the present value of the estimated future cash flows discounted at the original effective interest rate.

For financial assets carried at cost, the amount of the impairment loss is measured as the difference between the asset's carrying amount and the present value of the estimated future cash flows discounted at the current market rate of return for a similar financial asset. Such impairment loss will not be reversed in subsequent periods.

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

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

3. FINANCIAL RISK MANAGEMENT

General objectives, policies and processes

The board has overall responsibility for the determination of the group and company's risk management objectives and policies and, whilst retaining ultimate responsibility for them, it has delegated the authority for designing and operating processes that ensure the effective implementation of the objectives and policies to the group's finance function. The board receives regular reports from the group chief financial officer through which it reviews the effectiveness of the processes put in place and the appropriateness of the objectives and policies it sets.

The group is exposed through its operations to the following financial risks:

• Liquidity risk;

• Credit risk;

• Interest rate risk; and

• Market risk.

The overall objective of the board is to set policies that seek to reduce risk as far as possible without unduly affecting the group and company's competitiveness and flexibility. There have been no substantive changes in the group's and company's exposure to financial instrument risks, their objectives, policies and processes for managing those risks or the methods used to measure them from previous periods unless otherwise stated in this note. Further details regarding these policies are set out below:

3. FINANCIAL RISK MANAGEMENT (continued…)

Principal financial instruments

The principal financial instruments used by the group and company, from which financial instrument risk arises are as follows:

• Trade and other receivables;

• Cash and cash equivalents;

• Trade and other payables;

• Borrowings; and

• Non-interest bearing loans.

Liquidity risk

The group's and company's policy is to ensure that it will always have sufficient cash to allow it to meet its liabilities when they become due. To achieve this aim, they seek to maintain readily available cash balances to meet expected requirements for a period of at least 60 days. The group currently has a good working capital cycle. The business is mainly funded from the long term convertible loan notes of approximately £1.5 million. A number of the convertible loan notes were converted into ordinary shares in the year and shortly after the reporting period.

Rolling cash forecasts identifying the liquidity requirements of the group and company are produced frequently. These are reviewed regularly by management and the board to ensure that sufficient financial headroom exists for at least a 12 month period.

Credit risk

The credit risk on liquid funds is limited because the counterparties are banks with investment grade credit ratings assigned by international credit rating agencies.

Interest rate risk

The group does not have formal policies on interest rate risk. However, the group's exposure in this area (as at the balance sheet date) was minimal.

The group's unsecured convertible loan notes in issue total £61,500 and do not carry any interest charge. There is a loan of £40,000 secured on the quoted investments but carries no interest.

Market risk

The market may not grow as rapidly as anticipated and the group may not be able to find an investment that is appropriate to its needs. There is no certainty that the group will be able to achieve its projected levels of cash flows.

Capital risk management

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

The wholly owned subsidiary has an unsecured loan of USD2,250,000. Total repayment over 17 months instalments will amount to USD 6,000,000.

In order to maintain or adjust capital structure, the group may adjust the amount of issuing new shares or sell assets to reduce debt.

3. FINANCIAL RISK MANAGEMENT (continued...)

The group monitors capital on the basis of the gearing ratio, the ratio; is calculated as net debt divided by total capital. The gearing ratio has increased to 536% from 40% in 2014; the directors are consistently striving to reduce the gearing ratio by converting the convertible loan notes into share capital in the immediate future. The gearing ratios were as follows:

The average monthly number of employees during the period was as follows:

4. Employees and directors' (continued...)

For details of share options granted to directors, please see Note 23.

5. Revenue

Revenue, which is also the Group's turnover, represents the net amount of goods provided during the year.

An analysis of the Group's revenue by nature is as follows:

6. Segment information

Management has determined the operating segments based on the reports reviewed by the executive directors and the chief operating decision-maker, that are used to make strategic decisions.

The executive directors consider business from a geographical perspective. The Group has two geographical segments, namely United Kingdom (UK) and South East Asia (SE Asia), which are also the Group's reportable operating segments.

The accounting policies of the reportable operating segments are the same as the Group's accounting policies described in note 4. Segment revenue represents the revenue generated by each operating segment. Intersegment revenue represents revenue from mining and quarrying sand.

6. Segment information (continued…)

Segment results represent the profit earned or loss incurred by each operating segment without allocation of central administration expenses (unallocated corporate expenses), interest income and finance costs. This is the measure reported to the chief operating decision maker for the purposes of resource allocation and assessment of segment performance.

For the purposes of monitoring segment performance and allocating resources between segments:

- all assets are allocated to reportable segments other than deposit paid for acquisition of a subsidiary and unallocated corporate assets; and

- all liabilities are allocated to reportable segments other than liability portion of convertible loan notes, loans from ultimate holding company, share-based payment liability in relation to acquisition of an exclusive right and unallocated corporate liabilities.

The geographical location of the non-current assets is based on the physical location of the assets, in the case of property, plant and equipment, and the location of the operation to which they are related, in the case of intangible asset and deposit paid for acquisition of a subsidiary.