BLUEHONE HOLDINGS PLC (FORMERLY INVESTMENT WEST MIDLANDS PLC) FINANCIAL STATEMENTS 31 MARCH 2010

Transcription

1 (FORMERLY INVESTMENT WEST MIDLANDS PLC) FINANCIAL STATEMENTS 31 MARCH 2010 Company Registration Number:

2 1 FINANCIAL STATEMENTS Contents Pages Chairman s statement 2-3 Directors report 4-5 Statement of Directors responsibilities 6 Independent Auditors report to the shareholders 7-8 Consolidated profit and loss account 9 Consolidated balance sheet 10 Company balance sheet 11 Consolidated cash flow statement 12 Notes to the financial statements 13-27

3 2 CHAIRMAN S STATEMENT I am pleased to present my report to shareholders for the year ended 31 March The year was one of significant change for your Company as it transformed from a cash shell to an operating business with the Reverse Takeover of Bluehone Investors LLP ("Bluehone") on 11 November On this date the Company also made investments in Elderstreet Investments Limited ( Elderstreet ) and Evolve Capital plc ( Evolve ) The Company also changed its name from Investments West Midlands PLC to Bluehone Holdings PLC ("the Company"). The results presented therefore include the trading from Bluehone from the date of acquisition on 11 November 2009 together with the costs of making the acquisitions and having your Company's shares relisted on PLUS Markets. During the year, the Company generated Revenue of 382,677. After the costs of the Reverse Takeover of 155,127 and other administrative costs of 30,000, relating to payments to directors and officers of the Company for services supplied from the Company's formation to the time of relisting, the results showed a loss after tax of 159,514. In the year the Group's cash reserves increased from 237,732 to 726,253. Review of Subsidiary and Investments The principal subsidiary of the group is Bluehone which is a FSA regulated investment management business, specialising in managing funds in the small companies sector. The business was formed in 1995 by its three Partners, Bill Brown, Robert Mitchell and Stuart Rollason, all of whom had previously worked together at ISIS Asset Management Plc (now F&C Asset Management Plc). On the Reverse Takeover of Bluehone by the Company, previously Investments West Midlands Plc, the three Partners became directors of the Company and collectively are the majority shareholders of the Company. Bluehone manages two funds focussing on small companies and AIM companies in particular. The two funds are Bluehone AIM VCT 2 plc ("VCT 2") and Active Capital Trust plc ("Active"). VCT 2 is an investment vehicle investing under the VCT rules which provide a number of taxation benefits and incentives to its shareholders. VCT2 has recently undertaken an enhanced buy back and share issue allowing its shareholders to reinvest proceeds from a buyback and benefit from further tax relief. Active is an investment trust that is currently realising value from its portfolio and progressively returning cash to its shareholders. The realisation process has been very successful over the past year and the shareholders have benefited from both regular capital returns and asset growth during the period. Bluehone was incentivised to conduct this process and it is anticipated that performance fees will be earned on this contract during the year to 31 March For the year to 31 March 2010, Bluehone had turnover of 991,000 and produced a profit of 231,000 after Partners' remuneration and other costs. The Company has plans at an advanced stage to launch a new fund which will focus on generating income from small companies. It is anticipated that this fund will be launched during the current year and shareholders in the Company will be given on opportunity to invest at the outset. The other investments held by the Company are Elderstreet and Evolve.

4 3 CHAIRMAN S STATEMENT (continued) Elderstreet is a specialist private equity investor with an expertise in technology companies and manages funds in this area, including a VCT. Evolve is an investment company with investments in PLUS Market companies as well as a controlling shareholding in AIM listed Astaire Group plc ("Astaire"). We have been disappointed by the developments at Astaire since we made the investment in Evolve and the benefits we anticipated from the relationship are now unllikely to materialise. From an investment perspective, however, the investments of Evolve would appear to cover our investment fully and we will seek to continue to liaise with the Board of Evolve to maximise the value of our holding. Outlook Your Board is continuing to look for opportunities to develop the group further with the priority being to launch the income fund. Additional opportunities will also be considered including the acquisition of other funds or mandates, acquisitions or mergers with similar businesses and taking stakes in financial services' related companies. Your Board does not recommend the payment of a dividend for the year. John Wheatley Chairman

5 4 DIRECTORS REPORT The Directors present their report and the financial statements of Bluehone Holdings plc ( the Company ) for the year ended 31 March Change of name During the year the Company changed its name from Investment West Midlands plc to Bluehone Holdings plc. Principal activities and business review The principal activity of the Company is that of an investment company. The principal activity of its subsidiaries is the management of investment funds specialising in small company investments. The Company recorded a consolidated loss of 154,370 before tax ( 159,514 after tax) during the year and at the year consolidated shareholders funds stood at 2,203,210. Results and Dividends The trading results for the year and the Company s financial position at the end of the year are shown in the attached financial statements. The directors do not recommend the payment of a dividend. Future developments The Company will continue to operate as an investment company and the principal subsidiary will continue to manage invest funds. Use of financial instruments See note 27 to the financial statements. Principle risks and uncertainties facing the Company and Group The Company is exposed to risk in a number of areas including stock market movements, ability to raise additional fund retention of existing funds and the ability to recruit and retain staff. The directors have identified ways in which risk ca monitored and mitigated in a cost effective way. Indemnity provision Directors and officers insurance is in place to indemnify the Directors against liabilities arising from the discharge of their duties as Directors of the Company.

6 5 THE DIRECTORS REPORT (continued) Directors The Directors who served during the year and their interests in the share capital of the Company at the year end were as follows: 0.02 Ordinary Shares Appointed 31 March March 2009 W D Brown 11 November ,875,000 - R J Mitchell 11 November ,875,000 - S R Rollason 11 November ,250,000 - J S Wheatley 1,000, ,000 G A Harvey 1,000, ,000 M E Jackson 11 November Policy on payment of creditors The Company agrees terms and conditions under which business transactions with suppliers are conducted. It is Company policy that, provided a supplier complies with the relevant terms and conditions including the prompt and complete submission of all specified documentation, payment will be made within a reasonable period of the invoice being received and in any case within the supplier s own standard payment period. At the year end trade creditors amounted to 9 days (2009: nil days). Auditors The Auditors, Sawin & Edwards, who were appointed during the year, have indicated their willingness to continue in office. A resolution to reappoint Sawin & Edwards as auditors for the ensuing year will be proposed at the next Annual General Meeting. This report was approved by the board on 31 August W D Brown Director

7 6 STATEMENT OF DIRECTORS RESPONSIBILITIES The Directors are responsible for preparing the Annual 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 elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law) The financial statements are required by law to 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 those financial statements, the Directors are required to: a) select suitable accounting policies and then apply them consistently; b) make judgements and estimates that are reasonable and prudent; c) state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; and d) prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company and Group will continue in business. The Directors are responsible for keeping adequate accounting records that disclose with reasonable accuracy at any time the financial position of the Company and of the Group and to enable them to ensure that the financial statements comply with the Companies Act They are also responsible for safeguarding the assets of the Company and 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 the corporate and financial information included on the Company website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. The Directors confirm that so far as they are aware, there is no relevant audit information (as defined by section 418(3) of the Companies Act 2006) of which the Company s auditors are unaware. They have taken all the steps that they ought to have taken as directors in order to make themselves aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

8 7 INDEPENDENT AUDITORS REPORT TO THE SHAREHOLDERS We have audited the Group and parent Company financial statements of Bluehone Holdings plc for the year ended 31 March 2010 which comprise the Consolidated Profit and Loss Account, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Cash Flow Statement and the related notes numbered 1 to 28. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice). 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 Our audit work has been undertaken so that we might state to the Company s members those matters we are required to state to them in an Auditor s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company s members as a body, for our audit work, for this report, or for the opinions we have formed. Respective responsibilities of Directors and Auditors As explained more fully in the Directors Responsibility Statement set out on page 7 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 fee from material misstatement, whether caused by fraud or error. This includes an assessment of whether the accounting policies are appropriate to the Company's circumstances, consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the Directors; and overall presentation of the financial statements. Opinion In our opinion the financial statements: give a true and fair view of the state of the Group and parent Company's affairs as at 31 March 2010 and of the Group s loss for the year then ended; have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; have been prepared in accordance with the requirements of the Companies Act 2006; 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.

9 8 INDEPENDENT AUDITORS REPORT TO THE SHAREHOLDERS (continued) 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, or returns adequate for our audit have not been received from branches not visited by us; or the Company s 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 of the information and explanations we require for our audit. Witold Sawin, Senior Statutory Auditor For and on behalf of Sawin and Edwards, Statutory Auditors 15 Southampton Place London WC1A 2AJ 31 August 2010

10 9 CONSOLIDATED PROFIT AND LOSS ACCOUNT Year ended 10 months ended 31 March March 2009 Note Turnover 2 Continuing operations - - Acquisitions 382, ,677 - Administrative expenses Continuing operations (69,804) (23,221) Acquisitions (311,216) - (381,020) (23,221) Re-listing expenses Continuing operations (155,127) - Acquisitions - - (155,127) - Operating profit / (loss) 3 Continuing operations (224,931) (23,221) Acquisitions 71,461 - (153,470) (23,221) Interest receivable and similar income Continuing operations 183 6,169 Acquisitions ,169 Interest payable and similar charges 4 Continuing operations - - Acquisitions (1,573) - (1,573) - Profit / (loss) on ordinary activities before taxation Continuing operations (224,748) (17,052) Acquisitions 70,378 - (154,370) (17,052) Tax on profit on ordinary activities 7 (5,144) - Loss for the financial year / period (159,514) (17,052) Basic and diluted loss per share The Group has no recognised gains or losses other than the results for the year and previous period as set out above. The Company has taken advantage of Section 408 of the Companies Act 2006 not to publish its own profit and loss account. All activities of the Company are classed as continuing. Notes 1 to 28 form part of these financial statements.

11 10 CONSOLIDATED BALANCE SHEET Note Fixed Assets Intangible fixed assets 8 966,959 - Tangible assets Investments ,308-1,559,267 - Current Assets Debtors ,610 4,514 Cash at bank and in hand 726, , , ,246 Creditors: Amounts falling due within one year 12 (294,792) (8,080) Net current assets 646, ,166 Total assets less current liabilities 2,205, ,166 Creditors: Amounts falling after more than one year 13 (2,128) - Net assets 2,203, ,166 Capital and reserves Called up equity share capital 14 2,378, ,100 Share premium account 15 66,501 65,251 Warrant reserve Profit and Loss Account 17 (241,699) (82,185) Shareholders funds 18 2,203, ,166 These financial statements were approved by the Board of Directors on 31 August 2010 and are signed on their behalf by: W D Brown Director Company Registration Number: Notes 1 to 28 form part of these financial statements.

12 11 COMPANY BALANCE SHEET Note Fixed Assets Investments 10 2,099,813 - Current Assets Debtors 12 4,874 4,514 Cash at bank and in hand 93, ,732 98, ,246 Creditors: Amounts falling due within one year 13 (60,156) (8,080) Net current assets 38, ,166 Total assets less current liabilities 2,137, ,166 Net assets 2,137, ,166 Capital and reserves Called up equity share capital 14 2,378, ,100 Share premium account 15 66,501 65,251 Warrant reserve Profit and Loss Account 17 (306,933) (82,185) Shareholders funds 18 2,137, ,166 These financial statements were approved by the Board of Directors on 31 August 2010 and are signed on their behalf by: W D Brown Director Company Registration Number: Notes 1 to 28 form part of these financial statements.

13 12 CONSOLIDATED CASH FLOW STATEMENT Note Net cash outflow from operating activities 19 (92,410) (26,558) Returns on investments and servicing of finance Interest received 673 6,169 Interest element of finance lease rental payments (1,573) - Net cash (outflow) / inflow from returns on investments and servicing of finance (900) 6,169 Capital expenditure and financial investment Acquisition of investments (non cash consideration) (592,308) - Acquisition of goodwill (non cash consideration) (986,004) - Net cash outflow for capital expenditure and financial investment (1,578,312) - Cash outflow before financing (1,671,622) (20,389) Financing Issue of equity share capital (non cash consideration) 2,122,308 - Issue of equity share capital 5,000 Share premium on issue of equity share capital 1,250 - Acquisition of leases 36,788 - Capital repayment of finances leases (5,203) - Net cash inflow from financing 2,160,143 - Increase / (decrease) in cash 20/21 488,521 (20,389) Notes 1 to 28 form part of these financial statements.

14 13 1. Accounting policies Basis of accounting The financial statements are prepared under the historical cost convention and in accordance with United Kingdom Generally Accepted Accounting Principles. Basis of consolidation The consolidated financial statements incorporate the financial statements of the Company and all Group undertakings. Acquisitions are accounted for under the acquisition method. The results of companies acquired or disposed of are included in the profit and loss account after or up to the date that control passes respectively. As a consolidated profit and loss account is published, a separate profit and loss account for the parent Company is omitted from the Group financial statements by virtue of Section 408 of the Companies Act Turnover Turnover represents the value of services supplied by the Group. Investment income Investment income is accounted for on an accrual basis. Investments Fixed asset investments are carried at cost less provision for any permanent diminution in value. Intangible fixed assets Goodwill is carried at cost and is amortised over 20 years on a straight line basis. Depreciation Depreciation is calculated so as to write off the cost of an asset, less its estimated residual value, over the useful economic life of that asset as follows: Motor vehicles - 36 months straight line Fixtures & fittings - 36 months straight line Office furniture - 36 months straight line Computer & office equipment - 36 months straight line Pensions The Group makes defined contributions to the personal pension schemes of some of its employees. Contributions are charged to the profit and loss as they are incurred. The assets of the scheme are held separately from those of the Group.

15 14 1. Accounting policies (continued) Taxation The tax expense represents the sum of the tax currently payable. The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss, because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Group s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date. Leased assets Assets held under finance leases and hire purchase contracts are capitalised in the balance sheet and depreciated over their estimated useful economic lives. The interest element of leasing payments is charged to the profit and loss account over the period of the lease. Operating lease agreements Rental costs under operating leases are charged to the profit loss account on a straight line basis over the term of the lease. Where an incentive to sign the lease has been taken, the incentive is spread on a straight line basis over the lease term.

16 15 2. Turnover The turnover and profit before tax are attributable to activities carried out in the UK. The Group has one class of business being the management of investment funds specialising in small company investments. 3. Group operating loss Operating loss is stated after charging: Amortisation of goodwill 19,045 - Auditors remuneration - -auditing of the financial statements of the Company pursuant to legislation 7,000 5,875 -auditing of financial statements of associates of the Company pursuant to legislation 5, other assurance services 29, taxation compliance 2, other fees Audit fees - other Auditor (155) - Directors emoluments 30,520 - Operating lease costs: Land and buildings 22,599 - Equipment Interest payable and similar charges Hire purchase interest and charges 1,573 -

17 16 5. Particulars of employees and employee costs The average number of staff employed by the Group during the financial year amounted to: No. No. Administration 1 - Staff costs during the year were as follows: Wages and salaries 7,242 - Social security costs 1,123 - Pension costs 2,769-11, Directors emoluments The Group also employed 6 (2009:2) Directors during the year. Director s emoluments and fees during the year were as follows: Emoluments 10,000 - Social security Issue of shares to Directors 20,000-30,520 - Non equity profit share entitlements of Directors in their capacity as investment managers in Bluehone Investors LLP. 185,425 -

18 17 7. Tax on profit on ordinary activities a) Analysis of charge in year Corporation tax 5,144 - b) Factors affecting tax charge for the year Loss on ordinary activities before tax (154,370) (17,052) Profit on ordinary activities multiplied by effective rate of corporation tax 28% (2009: 28%) (43,224) (4,774) Effects of: Expenses not deductible for tax purposes multiplied by effective rate of corporation tax 28% (2009: 28%) 12,337 - Profits not taxable / taxable multiplied by effective rate of corporation tax 28% (2009: 28%) 45,110 - Marginal relief (10,295) - Tax adjustment arising on consolidation (29,832) - Increase in potential UK tax losses 31,048 4,774 5,144 - Potential unutilised tax losses 70,158 39,110

19 18 8. Intangible fixed assets - Group Goodwill Cost At 1 April Additions 986,004 At 31 March ,004 Amortisation At 1 April Charge for the year 19,045 At 31 March ,045 Net Book Value At 31 March ,959 At 31 March Tangible fixed assets Group Office furniture fixtures and fitting Computer Equipment Total Cost At 1 April Additions on acquisition of subsidiary (see note 10) 64,455 30,187 94,642 At 31 March ,455 30,187 94,642 Depreciation At 1 April Accumulated depreciation on acquisition of subsidiary 64,455 30,187 94,642 At 31 March ,455 30,187 94,642 Net Book Value At 31 March At 31 March

20 Fixed asset investments - Company Subsidiary undertakings Subsidiary Other Total undertakings investments Cost At 1 April Additions 1,507, ,308 2,099,813 At 31 March ,507, ,308 2,099,813 Net Book Value At 31 March ,507, ,308 2,099,813 At 31 March On 11 November 2009 the Company acquired Bluehone Limited in a reverse takeover. The total consideration for the acquisition was 1,500,000 which was settled by the issues of 75,000,000 ordinary 2p shares in the Company at par. Analysis of the acquisition is as follows: Net assets acquired : Net book value at date of acquisition 521,501 Fair value at date of acquisition 521,501 Total purchase consideration 1,500,000 Stamp duty on acquisition 7,505 1,507,505 Goodwill arising on acquisition 986,004 Summary of results of Bluehone Limited for the period 1 April 2009 to date of acquisition 11 November 2009 Profit before taxation 142,061 Taxation (29,832) Profit after taxation 112,229 Profit after tax of Bluehone Ltd for the year ended 31 March ,064

21 Fixed asset investments Company (continued) Subsidiary undertakings held are as follows: Holding % Held Incorporation Business Subsidiaries of Bluehone Holdings plc Bluehone Limited Ordinary shares 100% United Kingdom Subsidiaries of Bluehone Limited Holding company of Bluehone Investors LLP Bluehone Investors LLP Equity interest 100% United Kingdom Management of investment funds specialising in small company investments Subsidiaries of Bluehone Investors LLP Bluehone Ventures Limited Ordinary shares 100% United Kingdom Dormant Subsidiaries of Bluehone Ventures Limited Bluehone General Partner (DCP) Limited Bluehone Ventures Nominees Limited Ordinary shares 100% United Kingdom Ordinary shares 100% United Kingdom Dormant Dormant Bluehone Partner Limited Ordinary shares 100% United Kingdom Dormant The above subsidiaries have all been included in the consolidated financial statements.

22 Fixed asset investments Group Other investments Cost At 1 April Additions 592,308 At 31 March ,308 Net Book Value At 31 March ,308 Analysis of the other investments Unlisted Listed Total Other investments other than loans- at cost 120, , ,308 Market value of listed investments - 236, Debtors Group Company Group Company Trade debtors 96, Other debtors 2, Prepayments and accrued income 115,581 4,874 4,514 4, ,610 4,874 4,514 4, Creditors: Amounts falling due within one year Group Company Group Company Trade creditors 8, Amounts owed to subsidiary undertakings - 47, PAYE and other taxation 1, Corporation tax 34, Other creditors 99, Hire purchase creditor 29, Accruals and deferred income 121,087 12,231 8,080 8, ,792 60,156 8,080 8,080

23 Creditors: Amounts falling due after more than one year Group Company Group Company Hire purchase creditor (within 2-5 years) 2, Share capital Company and Group Allotted, called up and fully paid: No. No. Ordinary shares of 0.02p each 118,920,411 12,555,000 2,378, ,100 Movement in called up share capital Balance brought forward 251, ,100 Shares issued 2,127,308 - Balance carried forward 2,378, ,100

24 Share capital Company and Group (continued) The following shares were issued during the year: Number Nominal Share Total issued value premium 106,115,411 2,122,308-2,122, ,000 5,000 1,250 6, ,365,411 2,127,308 1,250 2, Share premium account Company and Group Balance brought forward 65,251 60,756 Transfer from warrant reserve - 4,495 Premium on shares issued during the year 1,250 - Balance carried forward 66,501 65, Warrant reserve Company and Group Balance brought forward - 4,495 Transfer to share premium reserve - (4,495) Balance carried forward - - The warrants lapsed on 27 September 2008 and were transferred to the share premium reserve.

25 Profit and loss account Company Balance brought forward (82,185) (65,133) Loss for the financial year (224,748) (17,052) Balance carried forward 306,933 (82,185) Profit and loss account Group Balance brought forward (82,185) (65,133) Loss for the financial year (159,514) (17,052) Balance carried forward (241,699) (82,185) 18. Reconciliation of movements in shareholders funds Company Retained profit for the financial year (224,748) (17,052) New equity share capital subscribed 2,127,308 - Premium on new share capital subscribed 1,250 - Net addition to funds 1,903,810 (17,052) Opening shareholders funds 234, ,218 Closing shareholders funds 2,137, ,166

26 Reconciliation of movements in shareholders funds (continued) Group Retained profit for the financial year (159,514) (17,052) New equity share capital subscribed 2,127,308 - Premium on new share capital subscribed 1,250 - Net addition to funds 1,969,044 (17,052) Opening shareholders funds 234, ,218 Closing shareholders funds 2,203, , Reconciliation of operating loss to net cash outflow from operating activities Operating loss (153,470) (23,221) Amortisation 19,045 - (Increase) /decrease in debtors (210,096) 803 Increase / (decrease) in creditors 252,111 (4,140) Net cash outflow from operating activities (92,410) (26,558) 20. Reconciliation of net cash flow to movement in net funds Increase / (decrease) in cash in the year / period 488,521 (20,389) Finance leases (31,585) - Net funds brought forward 237, ,121 Net funds carried forward 694, ,732

27 Analysis of changes in net funds At 1 April 2009 Cash flows At 31March 2010 Net cash: Cash in hand and at bank 237, , ,253 Finances leases - (31,585) (31,585) Net funds 237, , , Operating lease commitments The annual rental of committed operating leases at 31 March 2010, expire as follows: Land and Land and Buildings Equipment Buildings Equipment Group Within one year 58, Within 2-5 years Related parties In accordance with the exemption stated in Financial Reporting Standard No. 8 Related Party Transactions, transactions with all fellow members of the Group have not been disclosed. The three Directors of W D Brown, R J Mitchell and S R Rollason receive non equity profit share entitlements in their capacity as investment managers in Bluehone Investors LLP. The total amount charged to the consolidated profit and profit in respect of this was 185,425 and at the year end the three Directors were owed 99,654 by the Group. 24. Controlling party There is no individual controlling party of the company. However the three Directors of W D Brown, R J Mitchell and S R Rollason acting in concert are the controlling party of the Company by virtue of holding 63.07% of the issued share capital of the Company. 25. Post balance sheet events There are no post balance sheet events.

28 Company retained profit The Company s retained loss for the year was 224,748 (2009: 17,052). 27. Financial risk management objectives and policies The Company / Group has no hedging arrangements at 31 March 2010 (31 March 2009: none) and has not engaged in any foreign currency transactions during the year. At 31 March 2010 the Company / Group had 93,445 / 726,253 (2009: 237,732) in bank accounts. The Company/Group is therefore exposed to the risk if changing interest rates in respect of its interest receivable. The company/group has no currency risk. The directors manage liquidity and cash flows on a regular basis to ensure that the company/group has adequate working capital. 28. Loss per share The basic and diluted loss per ordinary share is calculated by reference to the loss for the year after tax of 159,514 (2009: 17,052) and the weighted average number of ordinary shares in issue of 53,629,730 (2009: 12,555,000)