Source - RNS
RNS Number : 8490I
Tricor PLC
02 September 2016
 

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 ("MAR").

 

Tricor plc

("Tricor" or the "Company")

 

Final Results

 

The Directors of Tricor announce the Company's audited results for the year ended 31 March 2016. 

Copies of its annual report and accounts, together with a notice of Annual General Meeting ("AGM") and form of proxy are expected to be posted to the shareholders of the Company on 5 September 2016. Electronic copies of both the Annual Report and Accounts and notice of AGM are available to view on the Company's website www.tricor-plc.co.uk.

The AGM will be held at 11.00 a.m. (local time SGT) on 30 September 2016 at 11 Collyer Quay, #14-06 The Arcade, Singapore 049317.

 

Enquiries:

 

Tricor plc

Chan Fook Meng

CEO

 

+65 6236 2985

 

Allenby Capital Ltd (Nominated Adviser & Broker)

John Depasquale/Richard Short

 

+44 (0) 20 3328 5656

 

 

CHAIRMAN'S STATEMENT

FOR THE YEAR ENDED 31 MARCH 2016

 

Tricor Plc ("Tricor") is an investing company and has invested in TEPL, TM and TRT (all as defined and detailed below). 

 

On 31 March 2015, the Company announced a restructuring and working capital investment.  Since then, efforts have been focused on evaluating investments, stabilising operations, implementing cost saving measures, and maintaining compliance and accounting controls.

 

The operating environment for the subsidiary businesses has remained challenging in this financial year (please see below).

 

For the year ended 31 March 2016, the Group generated revenue of £0 (2015: £1,622,000), and recorded a gross loss of £77,000 (2015: gross profit of £25,000). The net loss before and after tax of the Group for the financial year was £2,219,000 (2015: profit of £34,000). This was mainly due to the impairment of assets at Tricor Environmental Pte Ltd, impairment of input VAT recoverable, as well as other administrative expenses incurred to preserve the Company and its subsidiaries during the year. 

 

Tricor Environmental Pte Ltd ("TEPL")

 

TEPL generated no revenue for the year ended 31 March 2016 and as a result of the ongoing uncertainties with regard to the future revenues of TEPL, TEPL has recorded a full impairment of its assets. As a result, TEPL suffered a net loss before and after tax of £815,509 (2015: £979,547 net profit).

 

TEPL, together with its operating partner for reclamation sand operation, were actively attempting to secure sand supply contracts during the financial year. However, the existing sand suppliers in Singapore were priced out by the new entrants who tried to aggressively take market share off the incumbents. TEPL agreed with its operating partner that they should not enter into price wars that would not make economic sense to both parties and would risk incurring heavier losses. On that basis, TEPL has remained largely dormant during the year, and the net loss of £815,509 mainly consists of non-cash expenses, such as impairment and depreciation costs.

 

Tricor Minerals Pte Ltd ("TM") 

 

As announced last year, TEPL is helping the management of TM to apply for the necessary permits to operate an iron sand plant.  Continuing efforts have been made in this regard but it remains uncertain whether TM will eventually secure these permits.

 

TM made a minimal loss of £11,454 (2015: £892,549) for the financial year ending 31 March 2016 as the subsidiary remains dormant while waiting for the relevant government authorities to award the permits for them to commence the iron sand processing activities.

 

As announced on 29 May 2013, KGGD Pte Ltd ("KGGD") is required to provide TM with financing. However, KGGD has sent a letter to both TM and Tricor in which it has threatened to wind up TM as a result of TM failing to repay a US$200,000 loan provided by KGGD and KGGD's entitlement to wind up TM if all the necessary licenses and approvals had not been obtained for iron sand operation by 31 December 2013. TM is not likely to repay this loan until it has started iron sand operations and made profits, which to date is has not. Over the financial year, the Directors of the Company have been actively engaging KGGD and Dunamis Mining Pte Ltd ("Dunamis"), the other minority shareholder of TM, to reach an amicable resolution. The parties have agreed to a full and final settlement, pending approval by the Company's shareholders at a general meeting of the Company. TM will transfer its fully impaired iron sand processing plant to KGGD in exchange for KGGD and Dunamis' agreement to write off the entire amount owed to them, including both trade payables and loan, as of the signing date of the settlement agreements. The total amount owed to these two parties by TM as at 31 March 2016 was approximately £900,000. As part of the settlement, TEPL and KGGD also entered into a new operating arrangement, whereby, both parties will work together on a 50/50 profit sharing basis once the necessary permits for the iron sand processing plants are secured. Such arrangement will continue for one year, the extension of which will dependent on the performance of KGGD during the year.

 

Tricor Resources Trading Pte Ltd ("TRT")

 

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

 

TRT made a minimal loss of £591 (2015: £62,621) for the financial year ending 31 March 2016.

 

VAT claim

 

In June 2016, Tricor, represented by its solicitors, attended the hearing at the Upper Tribunal to appeal against the earlier decision of the First Tier Tribunal (Tax and Chancery Chamber) to disallow Tricor's £1,847,976.70 of input VAT claims plus any interests and costs.

 

On 17 August 2016, Tricor was informed by its solicitors that the Upper Tribunal (Tax and Chancery Chamber) has rejected the Company's appeal. Since then, the Directors of the Company have discussed with its solicitors and requested an extension of the initial deadline to 2 September 2016, which was given by the Upper Tribunal. The Board is carefully considering whether the Company should seek permission to lodge a further appeal on this judgement. Until the decision is made, the Company has decided to make a full impairment of the previously recognised input VAT recoverable of £905,000.

 

Subject to whether any further appeal is successfully made, the Company has a prospective liability for the costs incurred by Her Majesty's Revenue and Customs ("HMRC") for the appeal and HMRC has made an application to the Tribunal for an order for those costs, which are presently unquantified, to be paid by the Company. As such, the Company has made a provision for the legal costs of £100,000 in the current year's accounts. 

 

Outlook

 

The Company has limited cash resources at the present time and will continue to be so until such time that TEPL and TM are able to recommence revenue generating operations and returns are forthcoming to Tricor.  In the meantime, the Board of Tricor has been controlling costs. In line with the forecast drawdown schedule, the working capital facilities provided by Ellwood International Limited in March 2015 and Reed Works Limited in December 2015 have been progressively drawn down to meet the working capital needs of the Company. The Company is evaluating its further needs and potential sources of funding to ensure that further working capital is available as soon as possible. 

 

Concurrently, the Company is actively assessing various viable businesses in view of its plan to complete a reverse takeover transaction. Upon confirmation of such a transaction, the Company plans to spin off its under-performing subsidiaries to offer a clean slate to the target company.

 

Michael Roberts

Chairman

 

2 September 2016

 

 

STRATEGIC REPORT

FOR THE YEAR ENDED 31 MARCH 2016

 

Investing Policy

 

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

 

By actively investing in businesses with complementary areas of expertise, which may for example include 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 Group would be a passive investor, but where those investments provide the opportunity for enhancing the growth prospects of the Group.

 

With regard to the acquisitions that the Group 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 Group 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 Group 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 Group'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 Group 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 Group may invest nor will the proportion of the Company's gross assets that any investment may represent at any time and the Company 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, and schemes of arrangement or liquidation.

 

Other than pursuing its existing Investment Policy mentioned above, the Board of the Company have also been concurrently working on assessing viable businesses to acquire in view of a reverse takeover transaction. Other than the natural resources sector, the Board is also interested to review potential reverse takeover candidates in the medical or services sectors.  

 

 

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.

 

The Company has 3 subsidiaries, TEPL, TM and TRT. None of the subsidiaries generated revenue for the financial year ended 31 March 2016.

 

In order to avoid entering into a price war with the new players, TEPL has not been able to stay competitive in its bids for sand contracts, and hence, it has not succeeded in the securing sand contracts during the financial year. TEPL continued to be active in contract bidding exercise in Singapore as it believes the new players will not be sustainable at the price levels they have quoted the Singapore government.

 

As for TM, it continued to work with TEPL to secure the necessary permits to commence the iron sand processing activities. TRT was set up for iron sand trading activities, so until and unless TM commence its operation, TRT will remain dormant.

 

Principal 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, other key risks and uncertainties are detailed below.

           

Tricor will continue its effort to build up the existing reclamation and iron sand operations in the Philippines. TEPL, together with its operating partner, will try to secure reclamation sand contracts from the Singapore government. As for TM, it will focus on getting the necessary permits to commence its iron sand operation.

 

As mentioned in the Chairman's Statement, the Company was not successful in the appeal to Upper Tribunal in relation to the disallowed input VAT claims. As a result, the Company may have to pay adverse costs of the proceedings.

 

It was announced that KGGD may choose to wind up TM due to the fact that TM has yet to secure all the necessary licenses and approvals, and failure to be awarded these would render TM unable to carry out its iron sand operations. Over the last financial year, the Board have successfully reached an amicable settlement with KGGD on this matter.

 

Pending the approval by the shareholders, under the settlement agreement in principle, TM will transfer its ownership of the flawed iron sand processing plant to KGGD in exchange for KGGD and Dunamis' agreement to write off the trade payables and loans owed to them by TM in full as of the signing date of the settlement agreements. The amount of trade payables and loans owed to KGGD and Dunamis was approximately USD$1.3 million as at 31 March 2016, and this amount is not likely to materially change from 31 March 2016 until the signing date of the settlement agreements. Upon securing the necessary permits, TEPL and KGGD will work on the iron sand operation on a 50/50 profit sharing basis exclusively for a year, the extension of which shall depend on the performance of KGGD during the year.

 

 

As the disposal of iron sand processing plant will result in a fundamental change of business under Rule 15 of AIM rules, upon of the signing of the settlement agreements and completion of the disposal, the Company will turn into a cash shell and it will have 12 months to complete a reverse takeover transaction before it will be cancelled from the AIM listing. Based on the ongoing discussion with the existing candidates, the Board is confident of completing a reverse takeover within the 12-month period.

 

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




  £'000

Revenue

 -

Operating profit/ (loss)

(2,254)

Net cash inflow/ (outflow)

(2)

 

Management assesses the cash 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.

 

Environmental Matters

 

The Group's reclamation sand business in the Philippines plays an important role in alleviating flooding problems in the area around the river bank during the monsoon season every year. 

 

Composition of Board

 

The Board comprises 5 male directors on 31 March 2016. Since Christopher Morgan resigned as a Non-Executive Director of the Company on 16 August 2016, the board is left with 4 male directors.

 

The Strategic Report was approved by the Board on 2 September 2016 and signed on its behalf by:

 

 

 

 

Chan Fook Meng

CEO

 

2 September 2016

 



 

GROUP DIRECTORS' REPORT

FOR THE YEAR ENDED 31 MARCH 2016

 

The Directors present their report with the financial statements of the Company and the Group for the year ended 31 March 2016.

 

Principal activities

The principal activity of the Group in the period under review was that of investing in companies that are involved in mining and trading of reclamation and iron sand.

 

Results and dividends

The consolidated loss for the year is £2,219,000 on routine activities (2015: profit of £34,000), which have been allocated against reserves. No dividends have been distributed for the year ended 31 March 2016.

 

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:

 

Chan Fook Meng          

Christopher Morgan (resigned on 16 August 2016)

Adrian Corr (resigned on 21 April 2015)

Michael Roberts (appointed on 21 April 2015)

Tan Bien Kiat (appointed on 21 March 2016)

Loo Lai Fatt (appointed on 21 March 2016)

 

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 as at 31 March 2016 in the ordinary shares of the Company, according to the register of Directors' interests, were as follows:

 

Chan Fook Meng


Ordinary shares of


0.001p

0.001p


31 March 2016

31 March 2015




Chan Fook Meng

75,188*

75,188*

 

*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 that are to be distributed to Chan Fook Meng and Jersey Hills Holdings Ltd.

 

900,000,000* options were granted under an unapproved scheme issued on 27 January 2012, 50 per cent. exercisable after 25 January 2013 and 50% exercisable after 25 January 2014 at 0.0425p*per share any time up to 31 December 2017:



Number




Chan Fook Meng


600,000,000*



════════

 



*After a consolidation of shares during the Company Voluntary Arrangement in January 2013, Chan Fook Meng's options in 600,000,000 ordinary shares was 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 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.

 

Christopher Morgan

 

Christopher Morgan through Upside Management (UK) Limited, a company controlled by him, holds 2,472,258 ordinary shares and 15,000,000 warrants which are exercisable into 15,000,000 shares in the Company.

 

Christopher Morgan is also a Non-Executive Director of Nova, a company which owns 43,000,000 warrants exercisable into 43,000,000 shares in the Company.

 

Michael Roberts

 

Michael Roberts through General & Financial Management Limited, a company controlled by him, holds 1,064,516 ordinary shares of the Company. These shares were issued to him in lieu of his director's fees for April and May 2015.

 

Tan Bien Kiat

 

Tan Bien Kiat, through Ellwood International Limited ("Ellwood"), a company controlled by him, holds 55,591,119 ordinary shares of the Company. Ellwood also owns 192,589,472 warrants exercisable into 192,589,472 ordinary shares of the Company. These shares and warrants were issued to Ellwood for the working capital facility provided by Ellwood to the Company during the financial year, and in lieu of the consultancy fees payable to Ellwood for the months of April to August 2015.

 

Substantial shareholders

 

As at 26 August 2016, the Company had been notified of the following beneficial interests in three per cent or more of the issued share capital:


Ordinary Shares of 0.001p


 

Number of ordinary shares

Percentage of existing issued share capital

Beaufort Nominees Limited

62,430,522

33.63%

BBHISL Nominees Limited

55,591,119

29.95%

Mrs Barbel Abela

9,889,038

5.33%

TCJ Investments Ltd

9,889,038

5.33%

Tricor Nominees Ltd

6,205,928

3.34%

 

 



Directors' remuneration

Remuneration and fees for the Directors for the year are summarised as follows:-

 


 

Fees

£

 

Salary

£

Share

Options

£


 

Total

£







Chan Fook Meng

59,400

-

-


59,400

Christopher Morgan

39,600

-

-


39,600

Adrian Corr

-

-

-


-

Michael Roberts

39,600

-

-


39,600

Tan Bien Kiat

1,171

-

-


1,171

Loo Lai Fatt

1,171

-

-


1,171


──────

──────

──────


──────

Totals

140,942

-

-


140,942


═════

═════

═════


═════

 

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.

 

Going concern

The Group has secured working capital facilities from both Ellwood International Limited and Reed Works Limited and 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 23.

 

STATEMENT OF DIRECTORS' RESPONSIBILITIES

 

The Directors are responsible for preparing the Strategic Report, 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 the Company's 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 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.

 

The Directors are responsible for the maintenance and integrity of any corporate and financial information included on the Company's website.

 

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.

 

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,

 

 

 

Chan Fook Meng

CEO

 

2 September 2016

 

 

CORPORATE GOVERNANCE

FOR THE YEAR TO 31 MARCH 2016

 

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 of the Board is Michael Roberts and Chan Fook Meng is the Chief Executive Officer.

 

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-efficient for the entire Board to meet face-to-face at every Board meeting, so where one or more Director is unable to be physically present, telephone conference calls will be organized for Directors to discuss important matters in a timely manner. 

 

During the course of the year, there were 11 meetings of the Board and all Directors were present at all meetings, mostly in the form of telephone conference calls.  The Company's Chairman attended all of the 11 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 corporate governance. 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 regularly involved in the Board meetings of its subsidiaries and with structuring the 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, a couple of active Non-Executive Directors are regularly consulted by the Chairman and encouraged to provide feedback during the Board meetings. In addition, the Non-Executive Directors also have been maintaining regular dialogues with major shareholders and have kept 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.

 

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 3 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 working capital facilities from Ellwood International Limited and Reed Works Limited and 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 until a reverse takeover transaction with a viable new business is completed, upon which further funding will be raised to support the business expansion and working capital requirements.  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.

 

 

 

 

On behalf of the Board,

 

 

 

Chan Fook Meng

CEO

 

2 September 2016

 



 

REPORT OF THE INDEPENDENT AUDITORS

TO THE SHAREHOLDERS OF TRICOR PLC


We have audited the consolidated financial statements of Tricor Plc for the year ended 31 March 2016, 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 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. 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 auditors' 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 and 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 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 2016, of the Group's loss and the 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 £2,219,000 for the year ended 31 March 2016 and, at that date, the Group's net liabilities of £3,922,000. 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:

 

-

adequate accounting records have not been kept by the parent company, or returns adequate for audit have not been received from branches not visited by us; or

 

-

the parent company financial statements are not in agreement with the accounting records and returns; or

 

-

certain disclosures of directors' remuneration specified by law are not made; or

 

-

we have not received all the information and explanations we require for our audit.

 

 

 

 

 

 

 

David Warren, BA, FCA

SENIOR STATUTORY AUDITOR

For and on behalf of Jeffreys Henry LLP, Statutory auditors

 

Finsgate

5-7 Cranwood Street

London

EC1V 9EE

United Kingdom

 

2 September 2016



 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

 

FOR THE YEAR ENDED 31 MARCH 2016

                                               




2016

2015


Notes


£'000

£'000

 

Continuing operations





Sales

5


-

1,622

Cost of sales



(77)

(1,597)




──────

──────

Gross profit



(77)

25






Write-off of other receivables

13


(905)

-

Impairment loss on property, plant and equipment

11


(506)


Administrative expenses



(766)

(1,791)




──────

──────

Operating loss

7


(2,254)

(1,766)






Other income

7


35

1,800









──────

──────

(Loss)/Profit before tax for the year



(2,219)

34

Income tax charge

8


-

-




──────

──────

(Loss)/Profit for the year



(2,219)

34




──────

──────

Other comprehensive income





 

Items that may be reclassified subsequently to profit or loss:





  Foreign currency translation differences



(138)

(251)




──────

──────

Other comprehensive income, net of tax



(138)

(251)




──────

──────

Total comprehensive income for the year



(2,357)

(217)




═════

═════






(Loss)/Profit attributable to:










Owners of the parent

18


(2,222)

301

Non-controlling interests

27


3

(267)




──────

──────

(Loss)/Profit for the year



(2,219)

34




═════

═════






Total comprehensive income attributable to:










Owners of the parent



(2,327)

71

Non-controlling interests



(30)

(288)




──────

──────

Total comprehensive income for the year



(2,357)

(217)




═════

═════

Profit/ (Loss) per share





From continuing operations:





-           Basic earnings per share

10


(1.3p)

  2.3p

-           Diluted earnings per share

10


(1.3p)

   0.7p




      ═════

      ═════






 

 

 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 31 MARCH 2016







 




2016

2015


Notes


£'000

£'000

 

Assets





Non-current assets





Property, Plant & Equipment

11


-

724






Current assets





Trade and other receivables

13


111

1,012

Cash and cash equivalents

14


1

3




──────

──────




112

1,015

Liabilities





Current liabilities





Trade and other payables

15


(2,541)

(2,109)

Financial liabilities - borrowings

16


(81)

(102)




──────

──────

Net current liabilities



(2,510)

(1,196)




──────

──────

Non-current liabilities





Financial liabilities - borrowings

16


(1,412)

(1,334)




──────

──────

NET LIABILITIES



(3,922)

(1,806)




═════

═════






Capital and reserves





Share capital

17


3,720

3,719

Share premium

18


55,683

55,443

Share based payment reserve

18


140

140

Other reserves

18


78

183

Retained losses

18


(63,388)

(61,166)




──────

──────

Equity attributable to owners of the parent



(3,767)

(1,681)

Non-controlling interests

27


(155)

(125)




──────

──────

TOTAL DEFICIT



(3,922)

(1,806)




═════

═════






 

The financial statements were approved and authorised for issue by the Board of Directors on 2 September 2016 and were signed on its behalf by:

 

 

 

 

Chan Fook Meng

CEO

 

Company Registration No.: 02709891


CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

 

 

AS AT 31 MARCH 2016

 

 


 

 

 

 

Notes

 

 

Share capital

£'000

 

 

Share premium

£'000

Share based payments

reserve

£'000

 

 

Other reserves

£'000

 

 

Retained

losses

£'000

 

Attributable to owners of the parent

£'000

 

Non-controlling interests

£'000

 

 

 

Total

£'000

 

 

As at 1 April 2014


3,719

55,443

140

413

(61,467)

(1,752)

163

(1,589)

 











 

Profit/(Loss) for the year


-

-

-

-

   301

301

(267)

34

 

Other comprehensive income










 

 - Foreign exchange differences


-

-

-

(230)

-

(230)

(21)

(251)

 



──────

──────

──────

──────

──────

──────

──────

──────

 

Total comprehensive income for the year


-

-

-

(230)

301

71

(288)

(217)

 



──────

──────

──────

──────

──────

──────

──────

──────

 

As at 31 March 2015


3,719

55,443

140

183

(61,166)

(1,681)

(125)

(1,806)

 

Issue of shares

17

1

240

-

-

-

241

-

241

 











 

(Loss)/Profit for the year


-

-

-

-

(2,222)

(2,222)

3

(2,219)

 

Other comprehensive income










 

 - Foreign exchange differences


-

-

-

(105)

-

(105)

(33)

(138)

 



──────

──────

──────

──────

──────

──────

──────

──────

 

Total comprehensive income for the year


-

-

-

(105)

(2,222)

(2,327)

(30)

(2,357)

 



──────

──────

──────

──────

──────

──────

──────

──────

 

As at 31 March 2016


3,720

55,683

140

78

(63,388)

(3,767)

(155)

(3,922)

 

 


═════

═════

═════

═════

═════

═════

═════

═════

 











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 20 to the accounts.

 Retained loss represents the cumulative losses of the Group attributable to owners of the Company.


COMPANY STATEMENT OF FINANCIAL POSITION

 

AS AT 31 MARCH 2016

 

 


Notes


2016

   2015

Assets



£'000

£'000

Non-current assets



   


Investments

12


157

314






Current assets





Trade and other receivables

13


7

908

Cash and cash equivalents

14


1

1




──────

──────




8

909

Liabilities





Current liabilities





Trade and other payables

15


(740)

(464)

Financial liabilities- borrowings

16


(81)

(102)




──────

──────

Net current assets



(813)

343




──────

──────

Non-current liabilities





Financial liabilities- borrowings

16


(18)

-




──────

──────

NET (LIABILITIES)/ASSETS



(674)

657




═════

═════






Equity attributable to owners of the parent





Share capital

17


3,720

3,719

Share premium

18


55,683

55,443

Merger reserve

18


324

324

Share based payment reserve

18


140

140

Retained losses

18


(60,541)

(58,969)




──────

──────

TOTAL EQUITY



(674)

         657




═════

═════






The financial statements were approved and authorised for issue by the Board of Directors on 2 September 2016 and were signed on its behalf by:

 

 

Chan Fook Meng

CEO

 

2 September 2016

 

Company Registration No.: 02709891

 

COMPANY STATEMENT OF CHANGES IN EQUITY

 

AS AT 31 MARCH 2016

 


 

 

 

Notes

 

 

Share capital

 

£'000

 

 

Share premium

 

£'000

Share based payments

reserve

 

£'000

 

 

Other reserves

 

£'000

 

 

Retained

losses

 

£'000

 

 

Total

Equity

 

£'000









As at 31 March 2014


3,719

55,443

140

324

(58,739)

887

Total comprehensive income


-

-

-

-

(230)

(230)



──────

──────

──────

──────

──────

──────

As at 31 March 2015


3,719

55,443

140

324

(58,969)

657

Issue of shares

17

1

240

-

-

-

241

Total comprehensive income


-

-

-

-

(1,572)

(1,572)



──────

──────

──────

──────

──────

──────

As at 31 March 2016


3,720

55,683

140

324

(60,541)

(674)



═════

═════

═════

═════

═════

═════

 

 

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 20 to the accounts.

 

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

 

 

CONSOLIDATED STATEMENT OF CASH FLOWS

 

FOR THE YEAR ENDED 31 MARCH 2016

 

 


Notes


2016

2015

 

 



£'000

£'000

 





  

 

Cash flows from operating activities





 






 

Cash (utilised in)/generated from operations

19


(237)

4

 




──────

──────

 

Net cash (outflow)/inflow from operations



(237)

4

 




──────

──────

 






 

Cash flows from financing activities





 

Repayment of borrowings



(21)

-

 

Proceeds from borrowings



8

-

 

Issue of convertible loan notes



10

-

 

Issue of ordinary shares



241

-

 




──────

──────

 

Net cash inflow from financing activities



238

-

 




──────

──────

 






 

Increase in cash and cash equivalents



1

4

 

Effects of currency translation on cash and cash equivalents



(3)

(7)

 

Cash and cash equivalents at beginning of year



3

6

 




──────

──────

 

Cash and cash equivalents at end of year

14


1

3

 




═════

═════

 

Cash flows from operating activities





 

Cash utilised in operations

19


(238)

-




──────

──────

Net cash outflow from operating activities



(238)

-




──────

──────






Cash flows from financing activities





Repayment of borrowings



(21)

-

Proceeds from borrowings



8


Issue of convertible loan notes



10

-

Issue of ordinary shares



241

-




──────

──────

Net cash inflow from financing activities



238

-




──────

──────






Decrease in cash and cash equivalents



-

-

Cash and cash equivalents at beginning of year



1

1




──────

──────

Cash and cash equivalents at end of year

14


1

1




═════

═════

 

 

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2016


 

1.   GENERAL INFORMATION

 

      Tricor PLC (the "Company") 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 5.  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 on 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 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 Company for the year is disclosed in note 9.  The Group has taken advantage of the provisions of the Companies Act 2006 not to prepare a separate income statement.

 

2.3        Consolidation

     

                  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.

 

     

      2.4        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.

 

2.5         Investments

                  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

                  Property, plant and equipment 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 using straight line method.

 

                  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.

 

      2.9        Deferred tax

                  Deferred 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 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 nor loss. Deferred 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 tax asset is realised or the deferred tax liability is settled.

 

                  Deferred 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      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      Financial instruments

                  Non-derivative financial instruments comprise trade and other receivables, cash and cash equivalents, loans and borrowings and trade and other payables. A financial instrument is recognised if 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 asset to another party without retaining control or transfers substantially all the risks and rewards of the asset.  Regular way purchases and sales of financial assets are accounted for at trade date, which is the date 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.

 

                   Cash and cash equivalents comprise cash and bank balances.

 

Loans and receivables

 

Loans and receivables are financial assets with fixed or determinable payments that are not directly quoted in an active market.  Such assets are recognised initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, loans and receivables are measured at amortised cost using the effective interest method, less any accumulated impairment losses

 

Impairment of financial assets

 

A financial asset is assessed at each reporting date to determine whether there is any objective evidence that it is impaired.  A financial asset is considered to be impaired if objective evidence indicates that one or more events have had a negative effect on the estimated future cash flows of that asset.

 

An impairment loss in respect of a financial asset measured at amortised cost is calculated as the difference between its carrying amount and the present value of the estimated future cash flows discounted at the original effective interest rate.  All impairment losses are recognised in profit or loss.  Impairment losses in respect of financial assets measured at amortised cost are reversed if the subsequent increase in fair value can be related objectively to an event occurring after the impairment loss was recognised.

 

Financial liabilities

 

Financial liabilities are recognised initially at fair value less any directly attributable transaction costs and subsequently, carried at amortised cost using the effective interest method.

 

Offsetting financial instruments

 

Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is a legally enforceable right to offset and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously.

 

 2.13      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 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.

 

 

      2.14      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.

 

      2.15      Share capital

                  Ordinary and deferred shares are classified as equity. Other types of equity instruments are those as described in 2.12.

 

                  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.

 

2.16      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.

 

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.

 

 2.17      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 property, plant and equipment

Property, plant and equipment 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.

 

 

      2.17      Critical accounting estimates and judgements (continued…)

                                   

         (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.

 

 

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:

 

         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 secure sufficient working capital facilities upfront. The Group is currently mainly funded by the working capital facilities provided by Ellwood International Limited and Reed Works Limited.

 

         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 £59,200 and do not carry any interest charge. There is a loan of £32,000 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.

 

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

 

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 improved from 384% to 104% in 2016. The gearing ratios were as follows:

        






2016

2015






£'000

£'000









Total borrowings

(Note 16)



1,493

1,436


Less: cash and cash equivalents

(Note 14)



(1)

(3)






─────

─────


Net debt




1,492

1,433


Total equity




(3,922)

(1,806)






─────

─────


Total capital




(2,430)

(373)






═════

═════


Gearing ratio




(61%)

(384%)

 

 

 

 

 

 




═════

═════


 

 

 



 





 

4.

Employees and directors



 







2016

2015

 







£'000

£'000

 





 


Wages, salaries

3

7

 


Social security costs

-

-

 


Fees

141

66

 



─────

─────

 



144

73

 



═════

═════

 

 

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

 



2016

2015



No.

No.







Directors

3

4


Administration and trading staff

-

-




─────

─────




3

4




═════

═════

 

           

Details of the Directors' emoluments:

Fees

Fees






2016

2015






£'000

£'000









Chan Fook Meng




59

30


Christopher Morgan




40

36


Michael Roberts




40

-


Tan Bien Kiat




1

-


Loo Lai Fatt




1

-






───────

───────






141

66






═══════

═══════

 

         For details of share options granted to Directors, please see Note 20.

 

 

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:

 


2016

2015


£'000

£'000




Income from mining and quarrying sand

-

1,622


──────

──────


-

1,622


═════

═════

 

6.      Segment information

 

         Management has determined the operating segments based on the advice of Chief Executive Officer and used the segmental information to make strategic decisions.

 

        The Chief Executive Officer considers 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 2. Segment revenue represents the revenue generated by each operating segment. Intersegment revenue represents revenue from mining and quarrying sand.

 

         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 Executive Officer 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.

 

 

For the year ended 31 March 2016

 


               UK

SE Asia

Total



£'000

£'000

£'000

Segment revenue and results










Reportable revenue


-

-

-



────────

────────

────────

Revenue from external customers


-

-

-



────────

────────

────────






Reportable segment results





Listing expenses


(58)

-

(58)

Impairment losses


(905)

(506)

(1,411)

Unallocated corporate income and expenses


(451)

(299)

(750)





────────

Profit before taxation




 (2,219)





═══════

For the year ended 31 March 2016 (continued)

               UK

SE Asia

Total


£'000

£'000

£'000





Segment assets and liabilities








Segment assets








Reportable segment assets

4

108

112




───────

Consolidated total assets



112




═══════





Segment liabilities








Reportable segment liabilities

628

2,002

2630

Issued loan notes

10

1,394

1,404




───────

Consolidated total liabilities



4,034




═══════





Other segment information








Depreciation of property, plant and equipment

-

217

217

Write-off of other receivables

905

-

905

Impairment loss on property, plant and equipment

-

506

506


═══════

═══════

═══════

 

        

For the year ended 31 March 2015

 

               UK

SE Asia

Total


£'000

£'000

£'000

Segment revenue and results








Reportable revenue

-

1,622

1,622


────────

────────

────────

Revenue from external customers

-

1,622

1,622


────────

────────

────────





Reportable segment results




Listing expenses

(84)

-

(84)

Unallocated corporate income and expenses

(146)

(1,358)

(1,504)




────────

Profit before taxation



34




═══════

                             

For the year ended 31 March 2015 (continued)

               UK

SE Asia

Total


£'000

£'000

£'000





Segment assets and liabilities








Segment assets








Reportable segment assets

909

830

1,739




───────

Consolidated total assets



1,739




═══════





Segment liabilities








Reportable segment liabilities

566

1,645

2,211

Issued loan notes

-

1,334

1,334




───────

Consolidated total liabilities



3,545




═══════





Other segment information








Depreciation of property, plant and equipment   

-

202

202

Written off of assets

-

793

793


═══════

═══════

═══════

 

         Information about customers

 

         For the year ended 31 March 2015, all sales from the South East Asia segment were made to one external customer.

 

         Non-current assets

 

         The non-current assets as disclosed in the consolidated statement of financial position were all located in South East Asia.

 

 

7.

Operating profit/ loss is stated after charging/  (crediting)


2016

   2015

 




£'000

£'000

 

 






 


Depreciation


217

202

 


Impairment loss on property, plant and equipment


506

-

 


Write-off of other receivables


905

-

 


Audit and accountancy fees (Group)


50

41

 


-   Audit and accountancy fees (Company)


48

29

 


PLC listing fees (ongoing)


58

-

 


Leasing costs of plant and machinery


-

41

 


Foreign exchange differences


(26)

(6)

 



══════

═════







 

7.

Operating profit/ loss is stated after charging (continued…)

 

          The analysis of administrative expenses in the consolidated income statement by nature of expense is as follows:

 


2016

2015


£'000

£'000




Employee benefits costs

144

72

Travelling and entertaining

2

3

Legal and professional fees

139

353

Mining service expenses

-

166

Other expenses

1,892

1,197


─────

─────


2,177

1,791


═════

═════

 

 

 

8.

Tax


As a result of the profit/(losses) incurred in the year and losses brought forward no tax charge has arisen.

 

 

 





2016

2015




£'000

£'000







Current tax charge


-

-







═════

═════


Factors affecting the tax charge









(Loss)/Profit on ordinary activities before taxation


(2,219)

34




═════

═════

 

 

(Loss)/Profit on ordinary activities before tax multiplied by




 

 






Standard rate of corporation tax at 20% (2015 - 23%)


(444)

8


Effect of losses/(profit) extinguished or carried forward


444

(8)




─────

─────


Current tax charge/(recovery)


-

-




═════

═════

 

 

 




2016

2015

 

 




£'000

£'000

 

 

 






 

 


Expenses not deductible in determining taxable loss:




 

 


Depreciation and amortisation


44

47

 

 


Impairment loss on fixed assets


101

-

 

 


Write-off of other receivables


181

-

 

 


Legal expenses


20


 

 


Other tax adjustments


98

(55)

 

 




─────

─────

 

 




444

(8)

 

 







═════

 ═════

 

 









 

 

 

 

As at 31 March 2016, the Group carried forward estimated tax losses of £6,182,944 (2015:  £5,692,789) and excess management expenses of £3,046,035 (2015: £3,046,035). The deferred tax assets on these estimated tax losses at 20% (2015: 23%) would be £1,236,589 (2015: £1,309,341) but this has not been recognised due to the uncertainty of its recovery.

 

 

 

 

 


 

 


 






9.

Loss for the parent company





As permitted by section 408 of the Companies Act 2006, the income statement of the Company is not presented as part of these financial statements.







2016

2015

 




£'000

£'000

 






 


Loss for the year


1,572

230

 

 

 

 

 

 

 

 

 



═════

═════

 

 

 

10.

Basic and diluted profit/(loss) per share

 

 

 

 

 

 

 

 

 

 

 

 

The basic profit per share is calculated by dividing the loss of £2,222,000 (2015: £301,000 profit) attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period, which is 167,030,976 (2015: 128,970,152).

 

As the company made a loss in the year, the options and warrants on the ordinary shares are not dilutive.

 

 

11.

Property, Plant and Equipment

 

 

Group

 

 



Land

   Jetty

Machinery

Plant under construc -tion

Total

 

 



£'000

   £'000

£'000

£'000

£'000

 

 


Cost






 

 


At 1 April 2014

-

300

678

684

1,662

 

 


Written off

-

           -

-

(684)

(684)

 

 


Foreign exchange differences

-

        33

74

-

107

 

 



─────

─────

───────

───────

──────

 

 


At 31 March 2015

-

333

752

-

1,085

 

 


Foreign exchange differences

-

        16

31

-

   47      

 

 



─────

─────

───────

───────

──────

 

 


At 31 March 2016

-

349

783

-

1,132

 

 



─────

─────

───────

───────

──────

 

 


Depreciation and impairment losses




 

 


At 1 April 2014

-

65

65

-

130

 

 


Charge for the period

-

62

140

-

202

 

 


Foreign exchange differences

-

12

17

-

29

 

 



─────

─────

───────

───────

──────

 

 


At 31 March 2015

-

139

222

-

361

 

 


Charge for the period

-

67

150

-

217

 

 


Impairment loss (see note below)

-

128

378

-

506

 

 


Foreign exchange differences

-

15

33

-

48

 

 



─────

─────

───────

───────

──────

 

 


At 31 March 2016

-

349

783

-

1,132

 

 



─────

─────

───────

───────

──────

 

 


Carrying Value






 

 


At 31 March 2015

-

194

530

-

724

 

 



════

════

═════

═════

   ═════

 

 


At 31 March 2016

-

-

-

-

-

 

 



════

════

═════

═════

═════

 

 

The Directors have assessed that the Group's properties, plants and equipment in its subsidiary, TEPL, in current financial year under review, should be impaired fully as (a) there is an ongoing uncertainty with regard to future revenues of TEPL, and (b) the disposal values of these equipment in the event TEPL fails to secure any sand contracts are uncertain.

 

12.

Investments - Long Term

Company



£'000


Cost



At 1 April 2014 

414


Additions

-



───────


At 31 March 2015

414


Additions

-



───────


At 31 March 2016

414



───────


Impairment



At 1 April 2014

100


Impairment in the year

-



───────


At 31 March 2015

100


Impairment in the year

157



───────


At 31 March 2016

257



───────


Carrying value



At 31 March 2015

314



───────


At 31 March 2016

157



───────

 (a)    The Company owns 50 million ordinary shares in S4T Limited (previously S4T Plc) and having a cost of £100,000.  A full provision has been made of the S4T investment on the basis of the dissolution of S4T Limited.

 

(b)   On 26 May 2010, the Company incorporated a wholly owned subsidiary, Tricor Environmental Private Limited ("TEPL"), a company incorporated and registered in Singapore.  The Group owns 100% of the shares and holds 100% of the voting rights of the company.  In March 2013, TEPL entered into two contracts to sell sand in the Philippines. These sand contracts have expired on 14 March 2015. On 30 April 2013 TEPL issued shares for a total consideration of £314,316 to the Company which were satisfied by the capitalisation of an inter-company loan. An impairment of £157,168 (2015: £ Nil) was made on the investment of TEPL during the year as (1) TEPL didn't generate any revenue in the financial year ended 31 March 2016, (2) TEPL is in the midst of bidding for a couple of sand contracts, but it remains uncertain whether it can succeed in securing any of these sand contracts.

 

(c)     On 27 September 2011, the Company formed a joint venture in a carbon related new business, Tricor Supply Side Carbon Limited, holding 50% of the issued shares, the other 50% being held by Messrs L. van Kampen-Brooks and A. Rajpal, through their company Green Fuel Tech Limited.  Green Fuel Tech Limited assumed the funding obligations of Tricor Supply Side Carbon Limited of £84,000 in exchange for 420,000,000 new ordinary shares which cost the Company £84,000. In March 2013, A. Rajpal sold his entire interest in Green Fuel Tech Limited to Svelte.Com Limited, a company controlled by Lawrence Van Kampen-Brooks.

 

During FY2014, the Group subscribed for new shares in Tricor Minerals Private Limited and Tricor Resources Trading Private Limited for a total consideration of SG$720 for each subsidiary, which was      equivalent to the fair value of their identifiable net assets at acquisition as they were newly incorporated entities. The remainder of the issued share capital was acquired by non-controlling interests (Refer to Note 27).

 

13.

Trade and other receivables

Group

Company



2016

2015

2016

2015

 



£'000

£'000

 

£'000

£'000

 


Current:






Other receivables

3

914

3

908


Amount due from group companies

-

-

4

-


Deposits

108

98

-

-



──────

──────

───────

───────



111

1,012

7

908



═════

═════

══════

══════







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

 

 

14.

Cash and cash equivalents

 

 

Group

 

Company



2016

2015

2016

2015



£'000

£'000

£'000

£'000








Bank accounts

1

3

1

1



══════

══════

══════

══════

 

 

15.

Trade and other payables

Group

Company



2016

2015

2016

2015



£'000

£'000

 

£'000

£'000


Current:






Trade payables

1,765

1,415

219

-


Other payables

215

192

-

-


Accrued expenses

360

502

119

256


Amounts due to directors

201

-

201

-


Amounts due to group companies

-

-

201

208



───────

───────

───────

───────


Aggregate amounts

2,541

2,109

740

464



══════

══════

══════

══════

 

 

16.

Financial liabilities - borrowings

Group

Company



2016

2015

2016

2015



£'000

£'000

£'000

£'000


Non-current






Unsecured loan

1,402

1,334

8

-


Convertible loan

10

-

10

-



───────

───────

───────

───────


Total non-current borrowings

 1,412

1,334

18

-



══════

══════

══════

══════


Current






Secured loan

32

40

32

40


Unsecured loan

49

62

49

62



───────

───────

───────

───────


Total current borrowings

 81

        102

81

102



───────

───────

───────

───────


Total borrowings

1,493

1,436

99

102



══════

══════

══════

══════









Group

Company



2016

2015

2016

2015


Loan maturity analysis






Less than one year

81

102

81

102


In more than one year but not more than five years

       1,412

1,334

18

-



══════

══════

══════

══════








Wholly repayable within five years

1,493

1,436

99

102



══════

══════

══════

══════

 

On 23 December 2015, the Company entered into a working capital facility agreement with Reed Works Limited ("Reed Works"). Based on the agreement, Reed Works could fund the Company up to a maximum of £300,000 in the form of interest-free, unsecured convertible loan notes ("CLN") based on the following terms:

(1)  Reed Works or the Company has the right to convert the CLN to ordinary shares at the conversion rate of 0.3p for each ordinary share

(2)  For each of the ordinary share issued to Reed Works upon conversion of the CLN, Reed Works will be issued 4 warrants, which are exercisable at any time until 31 December 2018 at 0.3p per warrant. 

 

On 15 January 2016, the Company drew down £10,000 of the working capital facility provided by Reed Works and issued to Reed Works £10,000 CLN which are convertible into 3,333,333 ordinary shares at any time on or before 31 December 2018 at the conversion rate of 0.3p for each ordinary share and upon conversion of the £10,000 CLN, the Company will issue 13,333,332 warrants. These warrants can be exercised at any time up until 31 December 2018 at an exercise price of 0.3p per warrant.

 

Unsecured non-current loan relates to redeemable notes issued by the Group. The loan is interest-free and repayable when the cash flow of the Group's permits.           

 

The fair value of current borrowings equates to their carrying amount as the impact of discounting is not significant.       

       

(a)  On 20 February 2013, £480,000 of interest free loans were raised by the Company. Of these loans outstanding as at the year end, £32,000 (2015: £40,000) is secured by way of a charge over the Company's quoted investments; the remaining £49,200 (2015: £61,500) is unsecured. The Company paid 20% of the outstanding loan as at 31 March 2015 after Ellwood International agreed to provide the Company with a total of £200,000 working capital facility. The remaining 80% will be repayable on 31 March 2017.

 

 

17.     Share capital

         The details of the paid up share capital are as follows:

        



2016

2015

2016

2015



No' 000

No' 000

£'000

£'000








Ordinary shares of 0.001p each

185,626

128,970

2

1


Deferred shares of 0.09p each

653,084

653,084

588

588


Deferred shares of 4.9p each

48,084

48,084

2,356

2,356


Deferred shares of 99.99p

774

774

774

774





───────

───────





3,720

3,719





══════

══════

         All the above deferred shares will not entitle the holders to receive notice of or attend and vote at any general meeting of the Company or to receive a dividend or other distribution or to participate in any return on capital on a winding up other than the nominal amount paid on such shares following a substantial distribution to holders of ordinary shares in the Company.

 

         Share issued during the period were as follows:

 


Ordinary shares of 0.001p



No'000


 







 


At 1 April 2015



128,970,152


 


Issue of shares of 0.001p



56,655,635


 





────────


 





185,625,787


 





═══════


 

         The aggregate consideration received for new shares issued during the year was £241,000.

18.

Reserves

 


Group

 

Share

premium

£'000

 

Other

reserves

£'000

Share based payment reserve

£'000

 

Retained

losses

£'000

 

Total

reserves

£'000


As at 1 April 2014

55,443

413

140

(61,467)

(5,471)


On translation of subsidiaries

-

(230)

-

-

(230)


Profit after tax for the year

-

-

-

301

301



──────

──────

──────

──────

──────


At 31 March 2015

55,443

183

140

(61,166)

(5,400)


On issue of ordinary shares

240

-

-

-

240


On translation of subsidiaries

-

(105)

-

-

(105)


Profit after tax for the year

-

-

-

(2,222)

(2,222)



──────

──────

──────

──────

──────


At 31 March 2016

55,683

78

140

(63,388)

(7,487)



═════

═════

═════

═════

═════


Company






As at 1 April 2014

55,443

324

(58,739)

(2,832)


Losses after tax for the year

-

-

(230)



──────

──────

──────

──────

──────


At 31 March 2015

55,443

324

140

(58,969)

(3,062)


On issue of ordinary shares

240

-

240


Losses after tax for the year

-

-

(1,572)



──────

──────

──────

──────

──────


At 31 March 2016

55,683

324

140

(60,541)

(4,394)

 

 

19        

 

 

Reconciliation of loss before tax

to cash generated from operations



 



Group

Company

 



2016

2015

2016

2015

 



£'000

£'000

£'000

£'000

 







 


(Loss)/Profit before tax

(2,219)

34

(1,572)

(230)

 


Depreciation charges

217

202

-

-

 


Impairment loss on property, plant & equipment

506

793

-

-

 


Impairment of investment

-

-

157

-

 


Write-off of other receivables

905

-

905

-

 


Waiver of loans payable

-

(155)

-

-

 



─────

─────

─────

─────

 



(591)

874

(510)

(230)

 


(Increase) / decrease in trade and other receivables

 

-

 

2,409

 

(4)

 

-

 


Increase/ (decrease) in trade and other payables

 

354

 

(3,279)

 

276

 

230

 



─────

─────

─────

─────

 


Cash generated from/ (utilised in) operations

(237)

4

(238)

-

 



═════

═════

═════

═════

 

 

20.     Share-based payments

 

         The details of the share options and warrants are as follows:

 

         Share options


2016

2015


No. of share options

Weighted average exercise price (£)

No. of share options

Weighted average exercise price (£)

Balance as at 1 April

  90,000

4.25

  90,000

4.25

Lapsed during the year

-

-

-

-

Issued during the year

-

-

-

-

Balance as at 31 March

     90,000

4.25

  90,000

4.25

Exercisable at 31 March

90,000

4.25

  90,000

4.25

 

         Warrants


No. of share options

Weighted average exercise price (£)

 




 

At 31 March 2013

468,100,000

0.005

 

Exercise of warrants during the year

(6,800,000)

0.005

 


──────────


 

At 31 March 2014

461,300,000


 

Less: Expired options during the year

-


 


──────────


 

At 31 March 2015

461,300,000


 

Add: Warrants granted during the year

192,589,472

0.005

 


──────────


 

At 31 March 2016

653,889,472


 


══════════


 


         The fair values of the options granted and outstanding at 31 March 2016 have been calculated using the Black-Scholes model assuming the inputs shown below:






Share price at grant date


0.0385p

Exercise price


0.0425p

Option life in years


6 years

Risk free rate


4.33%

Expected volatility - based on historic trends


60%

Expected dividend yield


0%



──────

Fair value of option


0.01p



──────

 

         Remaining contractual life

          The remaining contractual life of the outstanding share options granted to Eligible Employees and Contributors as at 31 March 2016 is 1.75 years (2015: 2.75 years).

 

The Group recognised total expenses of £Nil (2015: £Nil) related to equity settled payments.

 

 

21.     Financial commitments

 

          Capital commitments

          There was no capital expenditure that had been contracted for at the balance sheet date but not yet incurred.

         

 

22.     Related party transactions

 

Transactions with Directors

For the directors' fees paid and accrued during the current financial year, please refer to the details of directors' remuneration included in the Group Directors' report.

 

          General & Financial Management Limited, a company owned and controlled by Michael Roberts, received £6,600 worth of ordinary shares in lieu of Michael Robert's director's fees for the months of April and May 2015.

 

          Parent Company's Transactions with Group Companies

          A summary of the intercompany transactions between the Company and Group Companies is as follows:

         


Net amount paid on behalf by Tricor PLC during the year (£)

Amount due (from)/ due to Tricor PLC as at 31 March 2016 (£)

TEPL

6,377

(201,442)

Sea Wind Group

329

329

TM

3,564

3,564

TRT

459

459

 

 

 



          Transactions with Other Related Entities

          Upside Management (UK) Ltd, a company owned and controlled by Christopher Morgan, paid £0 (2015: £16,680) on behalf of Company related expenses during the year, and at 31 March 2016, they were owed £13,344 (2015: £16,680) by the Company.

 

Ellwood International Limited, a company owned and controlled by Tan Bien Kiat, received £50,000 worth of ordinary shares in lieu of its consultancy fees for the months of April to August 2015. Ellwood has a consultancy agreement entered into with the Company on 6 May 2015 before Tan Bien Kiat was appointed as the Non-Executive Director and prior to Ellwood being a substantial shareholder of the Company. At 31 Mar 2016, Ellwood was owed £70,000 of consultancy fees. 

 

23.     Events after the reporting period

 

         Pending the approval by its shareholders, Tricor and its subsidiaries, TEPL and TM, have reached an agreement in principle with KGGD and Dunamis in relation to KGGD's legal threat to wind up TMPL. As per the Chairman's Statement, TM will transfer the ownership of the iron sand processing plant to KGGD in exchange for KGGD and Dunamis' agreement to write off the entire amount owed to them as of signing date of the settlement agreements (approximately USD1.3 million or £900,000 as at 31 March 2016). Upon securing the necessary permits, TEPL and KGGD will commence the iron sand operation on a 50/50 profit sharing basis for a year, the extension of which will be decided based on KGGD's performance during the year. 

 

         The Company will turn into a cash shell post-disposal of the iron sand processing plant. It has 12 months to complete a reverse takeover transaction before the Company will be cancelled from the listing. The directors of the Company are actively involved in screening the reverse takeover candidates and are hopeful that a reverse takeover transaction can be completed early next year.

 

Christopher Morgan resigned as the Non-Executive Director of the Company on 16 August 2016 to pursue his other business interests.

 

          Tricor was informed by its solicitors that it was not successful in its appeal in relation to the VAT input tax claims on 17 August 2016. Since then, the Directors of the Company have discussed with its solicitors and requested that its solicitors seek an extension of the initial deadline given by the Upper Tribunal, i.e. 2 September 2016, by a couple of weeks in order for the Board to carefully consider whether the Company should seek permission to lodge a further appeal on this judgement.

 

         In view of the 12-month budget between September 2016 and August 2017, the Company's directors are in the midst of convincing Reed Works to extend an additional working capital funding of £150,000 to ensure the Company has sufficient financial resources to maintain the listed entity as well as its subsidiaries. 

 

24.     Contingent liability

        

          As mentioned in the above, Tricor has lost the appeal against HMRC and if it decides not to further appeal this judgement by the Upper Tribunal, it has a prospective liability for the costs incurred by Her Majesty's Revenue and Customs for the appeal and HMRC has made an application to the Tribunal for an order for those costs, which are presently unquantified, to be paid by the Company. As such, the Company has made a provision of £100,000 for the prospective legal costs.

 

25.    Particulars of principal subsidiaries

 

 As at 31 March 2016, the Company held the following subsidiaries:

 


 

 

Name of company


Place of incorporation

and operation


 

Issued

share capital


Attributable equity interest


 

Principal

Activities












Tricor Environmental Private Limited


Singapore


SG$ 600,000


100%


Mining and quarrying sand


Tricor Minerals Private Limited


Singapore


SG$ 372,820


72%


Extraction of iron sand


Tricor Resources Trading Private Limited


Philippines


SG$ 124,820


72%


Trading of iron sand


 

 

Subsidiary held by Tricor Environmental Private Limited


Sea Wind Group Limited


British Virgin Islands


US$550


100%


Dormant











The class of shares held for the above consists of ordinary share capital. The Company directly holds the interest in the subsidiaries.

 

 

26.    Ultimate controlling party

 

In the opinion of the Directors, there is no controlling party.

 

 

27.    Non-controlling interests


2016

2015


£'000

£'000




Balance at beginning of year

(125)

163

Share of profit/ (loss) for the year

3

(267)

Foreign exchange differences

(33)

(21)


─────

─────

Balance at end of year

(155)

(125)


═════

═════

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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