WTS.L Regulatory News (WTS)

COMPANY NO: 1698076

CONTENTS

Page

DIRECTORS AND ADVISERS

CHAIRMAN'S STATEMENT 2

FINANCIAL REVIEW 3

REPORT OF THE DIRECTORS 4

STATEMENT OF DIRECTORS' RESPONSIBILITIES FOR THE FINANCIAL STATEMENTS 8

DIRECTORS' REMUNERATION REPORT 9

INDEPENDENT AUDITOR'S REPORT 11

STATEMENT OF COMPREHENSIVE INCOME 13

STATEMENT OF CHANGES IN EQUITY 13

STATEMENT OF FINANCIAL POSITION 14

STATEMENT OF CASH FLOWS 15

NOTES TO THE FINANCIAL STATEMENTS 16

DIRECTORS AND ADVISERS

CHAIRMAN'S STATEMENT

INTRODUCTION

The Company continued to seek new business opportunities during the year ended 30 September 2010.

RESULTS

The loss for the period of £96,000 (2009: £75,000) arises from administrative expenses and charges less rent receivable.

TRADING PROSPECTS

Your directors have been continuously reviewing and considering other business opportunities for the Company and we will keep shareholders advised of any significant developments.

Robert Lee

Non-executive Chairman

18 January 2011

Results

The Company has achieved a loss before tax of £96,000 (2009: £75,000).

Net liabilities as at 30 September 2010 were £571,000 (2009: £475,000).

Treasury and Financial Instruments

The Company has no financing facility with its bankers. It focuses on cash flows and monitors cash balances and requirements on a monthly basis.

On 15 May 2006 the Company obtained interest free unsecured loans totalling £120,000.  These loans were repayable on demand and were due to be repaid on 31 March 2008. Since that date these loans have accrued interest at a rate of 6% per annum. No demand for repayment has been received.

The Company has an unsecured loan of £460,000 from Kudrow Finance Limited, the ultimate parent company,including £200,000 advanced during the year under review on 12 February 2010 ("the new loan").

Under the terms of a loan agreement dated 12 February 2010 the new loan carries interest at the rate of 5% per annum and the earlier loans totalling £260,000 were interest free until 12 February 2010, from when they carry interest at the rate of 5% per annum. Under the terms of this loan agreement the loans fall due for repayment upon the earlier of 31 July 2011 or the date on which shareholder approval is obtained for the acquisition by the Company of a new business. In the event of a default in payment of capital and or interest the loans will be rolled up into the principle loan from the date of default and shall carry interest at the rate of 10% per annum.

Kudrow has confirmed its intentions to extend the repayment period for a further 12 months to 31 July 2012 should repayment not be made on or before 31 July 2011 and has unconditionally undertaken to provide such further financial support as may be required.

At 30 September 2010 the Company had cash on deposit with its bankers of £34,000 (2009: £14,000), and £49,000 held in a client account with Robert Lee Law Offices, Hong Kong (2009: £16,000).

Dividend Policy

The Directors take a prudent approach to dividend payments and will make payments only when commercially viable to do so, subject to the availability of distributable reserves.

Clio Lee

Non-executive Director

18 January 2011

report of the directors

The Company Directors present their Report together with the audited financial statements for the year ended 30 September 2010.

PRINCIPAL ACTIVITIES, BUSINESS REVIEW AND FUTURE DEVELOPMENT

The Company was seeking investment opportunities throughout the period under review. The Company received rental income on freehold agricultural land.

A review of the business is given in the Chairman's Statement and in the Financial Review on pages 2 and 3.

The future development of the Company is under constant review by the Board.

The Company has no environmental matters, no employees and no essential contracts.

The loss for the period before tax amounted to £96,000 (2009: £75,000). The loss attributable to ordinary shareholders after taxation was £96,000 (2009: £75,000). The Directors do not recommend the payment of a final equity dividend (2009: Nil). No interim dividend was paid (2009: Nil).

KEY PERFORMANCE INDICATORS

The Company's only source of income was rent received on freehold agricultural land which is let under an agricultural tenancy at a fixed annual rental.

The Company measures its performance by comparing budgeted cash flows to actual cash flows and monitors cash balances carefully. There are no other relevant key performance indicators being reviewed at this time.

PRINCIPAL RISKS AND UNCERTAINTIES FACING THE COMPANY

The principal risk and uncertainty facing the Company relates to it finding suitable new business opportunities, within the timeframe of the current financing arrangements. Should such an opportunity not materialise and new financing arrangements are not forthcoming the Board will take steps to wind up the Company.

FINANCIAL INSTRUMENTS

The Company's principal financial instruments comprise sterling cash and bank deposits, loans together with trade receivables and payables that arise directly from its operations.

The main risks arising from the Company's financial instruments can be analysed as follows:

Liquidity risk

Until such time as the Company acquires new business it is reliant upon continued financial support in the form of medium term loans from its ultimate parent company and others to enable it to meet its ongoing financial obligations.

Credit risk

The Company's principal financial assets are cash and cash equivalents and trade and other receivables which represent its maximum exposure to credit risk in relation to financial assets.

The Company's credit risk is primarily attributable to its trade receivables. The amounts presented in the balance sheet are net of allowances for doubtful receivables, estimated by management based on prior experience and their assessment of the current economic environment.

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

The credit risk on liquid funds held by Robert Lee Law Offices on behalf of the Company, in a designated client account, is mitigated as far as possible as these funds are also held with a high credit-ratings bank and Robert Lee Law Offices are monitored and reviewed in a regulated environment.

Cash flow interest rate risk

Interest bearing assets comprise cash and bank deposits all of which earn interest at a variable rate. The Company has no bank borrowings. The Company's existing borrowings from its parent company were interest free until 12 February 2010 after which they accrue interest at a fixed rate of 5% per annum. Borrowings from third parties accrue interest at a fixed rate of 6% per annum. The Directors monitor overall borrowings and interest costs to limit any adverse effects on the financial performance of the Company.

Capital structure

The Company's objectives when managing capital are to safeguard the Company's ability to continue as a going concern in order to be able to provide returns for shareholders and benefits for stakeholders. The Company believes that an optimum capital structure is achieved through equity and debt. Total deficit of equity at 30 September 2010 was £571,000 (2009: £475,000) and debt was £626,000 (2009: £405,000).

The membership of the Board at the end of the year is set out on page 1.

The Board was comprised of a non-executive Chairman, and two non-executive Directors, neither of whom was independent. Brief biographies of the Board at the end of the period appear on page 1.

No Director had any interests in the shares of the Company.

At 17 January 2011 the following had notified the Company of an interest in 3% or more of the nominal value of the Company's shares.

As the Company has no material operations and in order to maintain a restraint on administration costs the Company has not complied with the provisions of the Combined Code.

THE BOARD AND THE COMMITTEES OF THE BOARD

The Board comprised of a non-executive Chairman, and two non-executive Directors, none of whom were independent. The Board formally met 4 times during the year. When and where appropriate, the Directors meet to monitor and guide the Company's performance. All Directors have access to the advice and services of the Company Secretary, who is responsible for ensuring that Board procedures are observed and that applicable rules and regulations are complied with. Any Director, in furtherance of his duties, may take independent professional legal advice at the Company's expense.

 The functions of the Audit Committee and Remuneration Committee have been carried out by the Board.

All directors are subject to re-election at least every three years. Clio Lee will retire by rotation and being eligible offers herself for re-election.

INTERNAL CONTROLS

The Board has overall responsibility for the Company's systems of internal control and for reviewing their effectiveness, which are appropriate to the activities of the Company and are designed to manage rather than eliminate the risk of failure to achieve business objectives and can only provide reasonable and not absolute assurance against material financial mis-statement or loss.

Throughout the period from 1 October 2009 up to the date of approval of the annual report and accounts the Directors have maintained close control over the Company's finances to ensure that at all times it has sufficient cash resources to meet its financial obligations.

Given the scale of the Company's operations the Board is of the view that formal internal audit procedures are not required.

AUDIT COMMITTEE

There is currently no Audit Committee and the Directors have carried out the functions normally reserved to such a Committee.

The Directors therefore ensure that the external auditor is independent via the segregation of audit related work from other accounting functions and measures applicable fees with similar auditors.

The Company encourages two-way communications with all its shareholders and responds quickly to all requests or queries received. All shareholders have at least twenty-one days' notice of the Annual General Meeting at which all of the Directors and the Chairman are normally available for questions. Comments and questions are encouraged from the shareholders at the meeting.

MARKET VALUE OF LAND

Based on a valuation report dated 4 July 2006 conducted by Savills (L & P) Limited Chartered Surveyors of Winchester, Hampshire the fair value of the Company's investment in freehold land was £110,000. The directors consider that the fair value of the company's investment in freehold land as at 30 September 2010 was £190,000 (2009: £80,000).

Going Concern

Whilst the Board is active in considering business opportunities for the Company, should such an opportunity not materialise, having regard to the cashflow forecasts prepared in October 2010 the Directors consider that the Company has sufficient liquid resources to meet its financial requirements for the period up to 31 March 2012. Thereafter the Company would be reliant upon further financial support from the loan providers and will review the alternative options at that point in time.

Kudrow Finance Limited, the ultimate parent company, has provided unsecured loans totalling £460,000 ("the existing loans") to support the Company's financing requirements, including £200,000 advanced during the year under review. Since 12 February 2010 the total loan balance carries interest at a rate of 5% per annum.

Under the terms of this loan agreement the existing loans fall due for repayment upon the earlier of 31 July 2011 or the date on which shareholder approval is obtained for the acquisition by the Company of a new business. In the event of a default in payment of capital and or interest the loans will be rolled up with the principle from the date of default and shall carry interest at the rate of 10% per annum. Kudrow has confirmed, since the year end, its intentions to extend the repayment period for a further 12 months to 31 July 2012 that should repayment not be made on or before 31 July 2011 and has unconditionally undertaken to provide such further financial support as may be required.

The above loans were obtained to enable the Company to meet its on going financial obligations and to seek new business opportunities.

Taking account of these factors the Directors believe that the Company has adequate resources to continue as a going concern for the foreseeable future.

CREDITOR PAYMENT POLICY

It is not the Company's policy to follow any standard or code on payment practice. However, the Company agrees payment terms with its suppliers on an individual basis and abides by those payment terms. The average credit period taken is 60 days (2009: 60 days).

Throughout the period and at the date of this report the Company had no employees.

POST BALANCE SHEET EVENTS

After the year end Kudrow Finance Limited, the ultimate parent company, provided a further unsecured loan of £25,000 to the Company. Such loan was sourced from Glory Time Holdings Inc., the ultimate controlling party.

Grant Thornton UK LLP, having expressed their willingness to continue in office, will be deemed reappointed for the next financial year in accordance with section 487(2) of the Companies Act 2006 unless the Company receives notice under section 488(1) of the Companies Act 2006.

The report of the Directors was approved by the Board on 18 January 2011 and signed by order of the Board by:

…………………………

 STATEMENT OF DIRECTORS' RESPONSIBILITIES FOR THE FINANCIAL STATEMENTS 

The Directors are responsible for preparing 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 elected to prepare the financial statements in accordance with International Financial Reporting Standards as adopted by the European Union (IFRSs).

The financial statements are required by law to give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing those financial statements, the Directors are required to:

·; select suitable accounting policies and then apply them consistently;

·; make judgements and estimates that are reasonable and prudent;

·; prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business; and

·; state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements.

The Directors are responsible for keeping adequate accounting records that disclose with reasonable accuracy at any time the financial position of the Company 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

In so far as each Director is aware

·; there is no relevant audit information of which the Company's auditors are unaware, and

·; the Directors have taken all steps that they ought to have taken to make themselves aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

To the best of my knowledge:

·; the financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company; and

·; the management report includes a fair review of the development and performance of the business and the position of the Company together with a description of the principal risks and uncertainties which it faces.

Clio Lee

Non-executive Director

18 January 2011

The Directors present the Directors' Remuneration Report for the financial year ended 30 September 2010.

This report has been prepared in accordance with Schedule 8 of Large & Medium sized Companies and Groups (Accounts and Reports) Regulations 2008. The report also meets the relevant requirements of the Listing Rules of the Financial Services Authority.

As required a resolution to approve this Directors' Remuneration Report will be proposed at the company's Annual General Meeting.

The auditors are required to report to the shareholders on the "auditable part" of the Directors' Remuneration Report and to state whether in their opinion the "auditable part" of the Directors' Remuneration Report has been properly prepared in accordance with the Companies Act 2006. This Report therefore has separate sections containing unaudited and audited information.

There is currently no Remuneration Committee and the Directors have carried out the functions normally reserved to such a Committee.

Executive Directors

There are no executive Directors on the Board.

The Board determines the remuneration of the non-executive Directors and fees are related to current market levels for a comparable business.

Under a revised letter of engagement dated 9 September 2001 Robert Lee was entitled to receive fees at the rate of £7,500 per annum for his services as a non-executive Director. The appointment is terminable on three months written notice by either party. There are no contractual termination payments. As from 1 April 2003, by mutual agreement, fees payable to Robert Lee have been reduced to £1,000 per annum.

Antares Cheng was appointed to the Board as a non-executive Director on 1 July 2004. There is currently no contract of employment with the Company and he has not received any remuneration or benefits. The Board will consider and determine the level of his future remuneration at a time when the Company has acquired new business.

Clio Lee was appointed to the Board as a non-executive Director on 1 June 2010. There is currently no contract of employment with the Company and she has not received any remuneration or benefits. The Board will consider and determine the level of her future remuneration at a time when the Company has acquired new business.

Total shareholder return

The following graph shows the Company's performance for the period from 1 October 2005 to 30 September 2010 as measured by the Total Shareholder Return (TSR) (with dividends reinvested), for equity shareholders of World Trade Systems plc, compared with the TSR for the FTSE All Share index. The Directors consider that as the Company currently has no trading activity there are no comparable companies or market sector and accordingly they have chosen the TSR for the FTSE All Share index as a suitable comparator. (See pdf attachment)Click on, or paste the following link into your web browser, to view the associated PDF document.

http://www.rns-pdf.londonstockexchange.com/rns/9528Z_-2011-1-24.pdf

There are no UK pension schemes (either defined benefit or defined contribution) for the Directors.

Directors' emoluments 2010 2009

£'000 £'000 

Robert Lee 1 1

Non-executive directors

Antares Cheng - -

Clio Lee - -

___ __

Total 1 1

____ ___

Robert Lee was the highest paid director in this and the previous period.

APPROVAL OF REPORT

The Directors' Remuneration Report was approved by the Board on 18 January 2011 and signed on its behalf by:

…………………………

Clio Lee - Non-executive Director

INDEPENDENT AUDITORS' REPORT

We have audited the financial statements of World Trade Systems plc for the year ended 30 September 2010 which comprise the Statement of Comprehensive Income, Statement of Changes in Equity, Statement of Financial Position, 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.

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. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Respective responsibilities of Directors and auditors

As explained more fully in the Statement of Directors' Responsibilities set out on page 8the 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 (APB's) Ethical Standards for Auditors.

Scope of the audit of the financial statements

A description of the scope of an audit of financial statements is provided on the APB's website at www.frc.org.uk/apb/scope/UKP.

Opinion on financial statements

In our opinion the financial statements:

·; give a true and fair view of the state of the Company's affairs as at 30 September 2010 and of its loss for the year then ended;

·; have been properly prepared in accordance with IFRS as adopted by the European Union; and

·; have been prepared in accordance with the requirements of the Companies Act 2006.

Separate opinion in relation to IFRSs

As explained in Note 2 to the financial statements, the Company in addition to complying with IFRSs as adopted by the European Union, has also complied with the IFRSs as issued by the International Accounting Standards Board.

In our opinion the financial statements comply with IFRSs as issued by the IASB.

Opinion on other matters prescribed by the Companies Act 2006

In our opinion:

·; the part of the Directors' Remuneration Report to be audited has been properly prepared in accordance with the Companies Act 2006;

·; the information given in the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

·; the information given in the Corporate Governance Statement set out on pages in the Report of the Directors with respect to internal control and risk management systems in relation to financial reporting processes and about share capital structures 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:

Under the Companies Act 2006 we are required to report to you if, in our opinion:

·; adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

·; the financial statements and the part of the Directors' Remuneration Report to be auditedare not in agreement with the accounting records and returns; or

·; certain disclosures of Directors' remuneration specified by law are not made;

·; we have not received all the information and explanations we require for our audit; or

·; a Corporate Governance Statement has not been prepared by the Company.

Under the Listing Rules, we are required to review:

·; the Directors' statement, set out on page 6 in relation to going concern; and

·; the part of the Corporate Governance Statement relating to the Company's compliance with the nine provisions of the Combined Code specified for our review.

Perry Burton

Senior Statutory Auditor

For and on behalf of Grant Thornton UK LLP

Statutory Auditor, Chartered Accountants and Registered Auditors

Slough

21 January 2011

STATEMENT OF COMPREHENSIVE INCOME

For the year ended 30 September 2010

STATEMENT OF CHANGES IN EQUITY

For the year ended 30 September 2010

COMPANY NO: 1698076

STATEMENT OF FINANCIAL POSITION

As at 30 September 2010

The financial statements were approved by the Board of Directors and authorised for issue on 18 January 2011, and signed on its behalf by

 Robert Lee - Non-executive Chairman

STATEMENT OF CASH FLOWS

For the year ended 30 September 2010

1. GENERAL INFORMATION AND NATURE OF OPERATIONS

World Trade Systems plc is a company incorporated in the United Kingdom under the Companies Act 2006. The address of the registered office is given on page 1. The Company is currently seeking new investment opportunities and its only source of revenue is rental income.

These financial statements are presented in pounds sterling because that is the currency of the primary economic environment in which it operates. The Company has no foreign operations.

2. SIGNIFICANT ACCOUNTING POLICIES

a) Basis of Preparation - Going concern

Whilst the Board is active in considering business opportunities for the Company, should such an opportunity not materialise, having regard to the cashflow forecasts prepared in October 2010 the Directors consider that the Company has sufficient liquid resources to meet its financial requirements for the period up to 31 March 2012. Thereafter the Company would be reliant upon further financial support from the loan providers and will review the alternative options at that point in time.

As at the year end Kudrow Finance Limited ("Kudrow"), the ultimate parent company, had provided unsecured loans totalling £460,000 to support the Company's financing requirements, repayment of which is due on 31 July 2011. Kudrow has confirmed its intentions to extend the repayment period for a further 12 months to 31 July 2012 should repayment not be made on or before 31 July 2011 and has unconditionally undertaken to provide such further financial support as may be required.

On 15 May 2006 the Company obtained interest free unsecured loans totalling £120,000. These loans were repayable on demand and by agreement the repayment date had been extended to 31 March 2008. No demand has been received for repayment but Kudrow has made arrangements to meet these obligations should repayment be demanded. Since 31 March 2008 these loans have accrued interest at 6% per annum.

Taking account of these factors the Directors believe that the Company has adequate resources to continue as a going concern for the foreseeable future.

b) IFRSs in issue but not effective

At the date of authorisation of this report the following Standards and Interpretations which have not been applied in these financial statements were in issue but not yet effective:

IFRS 7 (amended) Improving disclosures about financial instruments (effective 1 July 2011).

IFRS 9 Financial instruments (effective 1 January 2013).

IAS 24 (revised) Related Party Disclosures (effective 1 January 2011).

Improvements to IFRSs 2009 and 2010 (various effective dates, earliest of which is 1 January 2010).

Other than disclosure, the directors do not anticipate any significant impact as a result of these new standards.

c) Basis of Preparation - Accounting convention

The financial statements have been prepared in accordance with International Financial Reporting Standard (IFRS's) as adopted by the European Union (EU).

The financial statements have been prepared under the historical cost convention and in accordance with applicable accounting standards. The accounting policies set out below have been applied consistently in all periods presented in these financial statements.

The adoption of IAS 1 (revised 2007) does not affect the financial position or losses of the Company in the current or preceding periods. The measurement and recognition of the Company's assets, liabilities, income and expenses is unchanged in the current and preceding periods. Under IAS 1 (revised 2007) an extra comparative statement of financial position is required when an accounting policy is applied retrospectively. This information has not been given on the grounds that there have been no changes to the earliest comparative statement of financial position, being the year ended 30 September 2008 as a result of the retrospective application and therefore its omission does not cause the financial statements to be materially misstated.

The financial statements are for the Company only. The Tamaris Employees Share Option Scheme Trust ("the trust") has no material effect on the Statement of Comprehensive Income or Statement of Financial Position. Details of the trust have been disclosed in Note 11 to the financial statements.

The financial statements do not include any amounts which are based on significant estimates or judgements.

d) Revenue recognition

Rental Income from operating leases is recognised on a straight line basis over the term of the relevant lease.

e) Foreign currencies

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing on the dates of the transactions. At each balance sheet date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the balance sheet date. Gains and losses arising on retranslation are included in the Statement of Comprehensive Income.

f) Taxation

Income tax on the profit or loss for the year comprises current and deferred tax. Taxation is recognised in the Statement of Comprehensive Income except to the extent that it relates to items recognised directly to equity, in which case it is recognised in equity.

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantially enacted at the year end date, and any tax payable in respect of previous years.

Full provision for deferred taxation is made using the balance sheet liability method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts for taxation purposes.

Deferred tax assets and liabilities are not recognised if the temporary differences arise from goodwill or the initial recognition (other than a business combination) of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amounts of assets and liabilities, using tax enacted or substantially enacted at the year end date.

A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised.

 g) Investment property

Investment property comprised of agricultural land, held to earn rentals and for capital appreciation is stated at its cost less impairment losses. Investment property is not depreciated. The value of the investment property is reviewed annually and where there is permanent impairment of the value this is written off to the Income Statement.

h) Financial instruments and equity instruments

Financial assets and liabilities are recognised on the Statement of Financial Position when the Company becomes a party to the contractual provisions of the instrument.

(i) Trade and other receivables

Trade and other receivables are measured at fair value on initial recognition, and are subsequently measured at amortised cost using the effective interest method. Appropriate allowances for estimated irrecoverable amounts are recognised in the Statement of Comprehensive Income when there is objective evidence that the asset is impaired. The allowance recognised is measured as the difference between the asset's carrying amount and the present value of estimated future cash flows discounted at the effective interest rate computed at initial recognition.

(ii) Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and demand deposits and other short term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value.

(iii) Trade and other payables

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

(iv) Borrowings

Borrowings are recognised initially at fair value, net of direct issue costs. Finance costs are accounted for on an accruals basis and are charged to the Income Statement using the effective interest method.

(v) Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting its liabilities. Equity instruments issued by the Company are recorded as the proceeds received net of direct issue costs.

i) Segmental analysis

As the Company has only one segment a segmental analysis is not required. The entire rental income relates to one customer which is based in the UK.

 3. LOSS FROM OPERATIONS

4. DIRECTORS' EMOLUMENTS

There were no pension contributions for directors in the year to 30 September 2010 (2009: Nil)

The Company has no employees. The Company considers the Directors to be the key personnel.

5. TAXATION

A deferred tax asset has not been recognised in respect of these losses, as the conditions for recognising such an asset are not evident. The estimated value of the deferred tax asset not recognised, at a standard rate of 27% (2009: 28%), is £320,000 (2009: £305,000).

6. LOSS PER ORDINARY SHARE

The calculation of the basic loss per share is based on the loss after taxation attributable to ordinary shareholders divided by the weighted average number of shares in issue during the period. Shares held in employee trusts are treated as cancelled for the purpose of this calculation.

 Reconciliations of the loss and weighted average number of shares used in the calculations are set out below:

7. INVESTMENT PROPERTY

Based on a valuation report dated 4 July 2006 conducted by Savills (L & P) Limited Chartered Surveyors of Winchester, Hampshire the fair value of the Company's investment in freehold land was £110,000. The directors consider that the fair value of the company's investment in freehold land as at 30 September 2010 was £190,000.(2009: £80,000) The rental income earned by the Company from its investment property which is leased out on an agricultural tenancy which continues year to year amounted to £3,000 (2009: £3,000).

8. OTHER FINANCIAL ASSETS

Trade and other receivablesat the balance sheet date comprise:

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

9. CASH AND CASH EQUIVALENTS

Bank balances and cash comprise cash held by the Company and short term bank deposits with an original maturity of three months or less. The carrying amount of these assets approximates their fair value.

10. OTHER FINANCIAL LIABILITIES

Trade and other payables comprise amounts outstanding for services provided and accrued expenses. The average credit period taken is 60 days (2009: 60 days). Financial liabilities comprise:

The Directors consider that the carrying amount of trade payables approximates to their fair value. The fair value of the Financial Liabilities is estimated using a valuation technique where all significant inputs are based on observable market prices, e.g. market interest rates of similar loans with a similar risk.

Financial liabilities - borrowings comprise unsecured loans totalling £120,000. These loans were repayable on demand and by agreement the repayment date had been extended to 31 March 2008. No demand has been received for repayment. Under the terms of the agreement the lenders are entitled to charge interest on the Loans at the rate of 6% per annum from the date of the advance on 15 May 2006 and within the amount disclosed above is a provision for interest payable for the period from 15 May 2006 to 30 September 2010 of £32,000 (2009: £25,000).

Amounts owed to the ultimate parent company are unsecured and are due for repayment on 31 July 2011. As from 12 February 2010 these loans carry interest at the rate of 5% per annum.

Kudrow has confirmed, since the year end, its intentions to extend the repayment period for a further 12 months to 31 July 2012 that should repayment not be made on or before 31 July 2011 and has unconditionally undertaken to provide such further financial support as may be required.

11. CALLED UP SHARE CAPITAL

On 12 April 2006 by ordinary resolution passed at a general meeting the ordinary shares of 50p each in the capital of the Company were sub-divided and reclassified as 1 Ordinary Share of 1p and 1 Deferred Share of 49p. A special resolution passed on the same date approved the reduction of share capital by cancelling and extinguishing all of the issued deferred shares of 49p each in the Company, subject to approval of the Court. No application has yet been made to the Court for the reduction of capital.

The deferred shares do not entitle the holder to payment of any dividend or other distribution or to receive notice of or attend or vote at any General Meeting of the Company or on a return of capital to the repayment of the amount paid on such deferred shares until after repayment of the capital paid up on the Ordinary Shares together with payment of £1,000,000 on each Ordinary Share and the Deferred Shares shall not be capable of transfer at any time other than with the consent of the Directors.

Tamerise Limited was the trustee of The Tamaris Employees Share Option Scheme Trust ("the Trust") and was dissolved on 23 January 2001. World Trade Systems plc ("the Employer") will appoint alternative independent trustees when considered appropriate. Under the terms of the Trust, the trustees may acquire ordinary shares in World Trade Systems plc from time to time, either in the market or by subscription. Benefits may be conferred on selected employees of World Trade Systems plc and/or its subsidiaries (both current and future subsidiaries) at the discretion of the trustees by methods including a direct bonus payment in cash or in shares with no payment required from the employee, a direct transfer of shares with payment of all or part required by the employee or the transfer of shares to an employee who exercises an option under World Trade Systems' existing share option schemes.

All acquisitions of shares by the Trust have been funded by non-interest bearing loans from World Trade Systems plc. The total trust holding of 6,501 ordinary shares of 1p each at 30 September 2010 (2009: 6,501 shares of 1p each) represented 0.07% (2009: 0.07%) of World Trade Systems plc's issued ordinary share capital. Following the reorganistion of share capital on 12 April 2006 the trust also holds 6,501 deferred shares of 49p (2009: 49p).

Any costs involved in the administration of the trust are charged to the general overheads of World Trade Systems plc.

12. RETAINED EARNINGS

13. NOTES TO THE CASH FLOW STATEMENT

14. FINANCIAL INSTRUMENTS

The Company's principal financial instruments comprise sterling cash and bank deposits, loans together with trade receivables and payables that arise directly from its operations. The main risks arising from the Company's financial instruments can be analysed as follows:

Liquidity risk

Until such time as the Company acquires new business it is reliant upon continued financial support in the form of medium term loans from its ultimate parent company and others to enable it to meet its ongoing financial obligations.

As at the balance sheet date the Company's liabilities have contractual maturities (including interest payments where applicable) as summarised below:

2010 2009

Kudrow Finance Limited has indicated its willingness to provide financial support to meet the repayment of the Company's borrowings.

Credit risk

The Company's principal financial assets are bank balances and cash and trade and other receivables.

The credit risk on liquid funds is limited because the counterparties are banks with high credit-ratings assigned by international credit-rating agencies. The credit risk on liquid funds held in a client account by Robert Lee Law Offices, on behalf of the Company, is mitigated as far as possible as these funds are also held with a high credit-ratings bank and Robert Lee Law Offices are monitored and reviewed in a regulated environment.

An analysis of credit risk is summarised below.

Unimpaired trade and other receivables (note 8) past due as at the reporting date and are shown as follows:

Interest rate risk

Interest bearing assets comprise cash and bank deposits all of which earn interest at a variable rate. The Company has no bank borrowings. The Company's existing borrowings were interest free up until their extended due date for repayment, at which time they incur interest at rates of 5% and 6% per annum. During the year under review, the interest free period on certain borrowings elapsed and all existing borrowings now carry an interest charge.

The Directors monitor overall borrowings and interest costs to limit any adverse effects on the financial performance of the Company.

Categories of financial assets and liabilities

The carrying amounts presented in the Statement of Financial Position relate to the following categories of assets and liabilities:

Financial liabilities

15 RELATED PARTY TRANSACTIONS

Kudrow Finance Limited, the ultimate parent company, has provided unsecured loans totalling £460,000 (2009: £260,000), which have been sourced from Glory Time Holdings Inc, a company under the control of a non-executive Director, Antares Cheng. The loans are due for repayment on 31 July 2011. As from 12 February 2010 these loans carry interest at the rate of 5% per annum. Interest accrued in the period from 12 February 2010 to 30 September 2010 was £14,567 (2009: £nil) and Antares Cheng is ultimately interested in the interest payment.

Directors' transactions

Robert Lee a non-executive Director is the principal of Robert Lee Law Offices which at 30 September 2010 held funds on behalf of the Company in a Clients Account amounted to £48,738 (2009: £16,110). At 30 September 2010 the Company owed Robert Lee £10,200 in respect of unpaid director's fees (2009: £9,200). Proclass Limited, a company incorporated in the British Virgin Islands is a Corporate Director of Kudrow Finance Limited, the ultimate parent company. Robert Lee is a director of Proclass Limited and by virtue of this office is able to influence the decision making process of Kudrow Finance Limited.

Antares Cheng a non-executive Director is also a director and controlling shareholder in Glory Time Holdings Inc.

16. ULTIMATE CONTROLLING PARTY

The Directors consider Kudrow Finance Limited ("Kudrow") a company incorporated in the British Virgin Islands as its ultimate parent company. Kudrow has entered into an informal arrangement with Glory Time Holdings Inc ("Glory Time") - a company controlled by Antares Cheng - whereby Glory Time, at its discretion, makes available such funding as is required by Kudrow to enable it to support World Trade Systems plc. By virtue of this arrangement and the discretion and influence exercised by Glory Time the Directors consider Glory Time and Antares Cheng as it Ultimate Controlling Parties.

17. POST BALANCE SHEET EVENTS

After the year end Kudrow Finance Limited, the ultimate parent company, provided a further unsecured loan of £25,000 to the Company. Such loan was sourced from Glory Time Holdings Inc., the ultimate controlling party.