Annual Financial Report and Notice of AGM

RNS Number : 2772C

General Industries PLC

27 June 2016

 

For Immediate Release

27 June 2016

General Industries plc

("General Industries" or the "Company")

Annual report and financial statements for the year ended 31 March 2016

And Notice of Annual General Meeting

General Industries is pleased announce its audited annual report and financial statements for the year ended 31 March 2016, extracts of which are set out below.    

The Company's Annual General Meeting ("AGM") will be held at Tempus Wharf 29A, Bermondsey Wall West, London, SE16 4SA on 21 July 2016 at 12 noon.

The Company's annual report and financial statements for the year ended 31 March 2016 along with a Notice of AGM and a Form of Proxy are being posted to shareholders today and will shortly be made available from the Company's website at: http://www.general-industries.co.uk/  

In addition, these documents will be uploaded to the National Storage Mechanism and will be available for viewing shortly at http://www.morningstar.co.uk/uk/NSM 

The financial information set out below does not constitute the Company's statutory accounts for the period ending 31 March 2016.  The financial information for 2016 is derived from the statutory accounts for that year.  The auditors, Saffery Champness, have reported on the 2016 accounts. Their report was unqualified and did not include a reference to any matters to which the auditors draw attention by way of emphasis without qualifying their report.

For further information please visit www.general-industries.co.uk or contact:

General Industries plc

Derek Joseph, Group Finance Director

Tel: [phone]

Beaumont Cornish Limited, Financial Adviser

Roland Cornish

Tel: [phone]

Chairman's Statement

Dear Shareholder,

I am pleased to present the annual report and the Financial Statements for the year to 31 March 2016.  These figures include the two acquisitions completed in the period under review.

General Industries plc did not trade during the previous period ending 31 March 2015; the acquisitions were long standing businesses with a strong track record of success.  As wholly owned subsidiaries, they make up the expanded group.

The Group's particular expertise is in the provision, financing and management of affordable housing by housing associations, local authorities, government agencies and other non-profit organisations as well as high level business advice to the property sector.

The long-term business plan is to widen the range of professional services either through organic growth or acquisition to offer clients a 'one stop shop' for all their higher level support requirements.

The Group Members

Altair Consultancy and Advisory Services Limited

Altair is a specialist management consultancy providing professional services to local authorities, housing associations, charities, property companies, regulators and government departments.  It advises on all aspects of the development and management of affordable housing for rent and sale, and on the effective management of organisations operating in this sector.

Altair was the company's first acquisition, achieved by a reverse takeover in August 2015, before which the company had not traded.

Murja Limited

Murja is a specialist treasury management consultancy authorised and regulated by the Financial Conduct Authority.  It advises local authorities, housing associations, colleges and other bodies on their capital funding requirements and supports them in securing debt finance.  Murja was the company's second acquisition which was completed in December 2015.

Financial results

For the year to 31 March 2016, Group turnover of £4.746m primarily related to Altair's consultancy and interim management business which saw an 13.6% increase over the year.  The acquisition of Murja contributed £0.387m to turnover.

As a result of the acquisition of Altair, and in accordance with IFRS accounting, the one-off non-cash deemed cost of listing (£3.105m) arising from the reverse acquisition of Altair substantially affected the bottom line resulting in a loss before tax of (£2.813m).  Underlying operational profitability remains strong.

Gross profits in the consultancy and interim management business rose by over £140,000 representing 13.7% enabling a substantial investment in staff to underpin future growth; the Board anticipates that this investment will aid future profit growth.  The Group's cash position is also strong, with £2.55m held on deposit at 31 March 2016, more than double that at 31 March 2015.

Dividend

The directors propose the Group's first final dividend of 0.44p per share making a total dividend for the year of 0.66p per share.

Name change

At the Annual General Meeting, shareholders will be invited to approve a change in the name of the company to Aquila Services Group plc.  This is the first step in a rebranding of the Group, and part of a marketing strategy designed to increase both the client base and acquisition prospects.

Group Finance Director

With effect from 1 July 2016, Susan Kane, an executive director of Altair, will be appointed to the Board of the company, replacing Derek Joseph as Group Finance Director.  Susan has significant finance and corporate experience in the consulting, local authority, housing association and voluntary sectors.  I welcome Susan to the Board and am also delighted to report that Derek will remain as a non-executive director of the company.

Prospects

Both subsidiaries serve clients that are affected by changes in public spending constraints and the wider residential property market as well as factors specific to their industries.  The experience is that these challenges increase the demand for high level consultancy advice as clients look to find ways of using resources - money, people and technology - more effectively and efficiently.  Alongside this, the public, regulators and government expect ever improving performance and quality from the Group's clients.  The track record of both the company's subsidiaries show that they are well placed to provide the support services and trading conditions therefore remain positive.

The affordable housing sector is a key market for the Group.  The impending legislative and policy changes which I referred to in my introduction to our interim results have come to fruition.  The Housing and Planning Act 2016 became law in May 2016.  Local authorities are now required to sell high value homes to fund both a new voluntary right to buy system for housing association tenants, as well as the development of new homes.  The Government continues to reform the welfare benefits system, reducing or capping some benefits.  A four-year cap on housing association rent increases is now in place.  All these changes translate into major organisational and financial challenges for our clients, thus create opportunities for the Group to increase its revenues and profitability by offering a relevant range of professional skills.

May I take the opportunity to record my thanks to my fellow directors, executive team and the staff of the Group.  As a people-business, the Group is dependent on their enormous commitment and expertise.  To my fellow directors, may I also express my thanks for making possible the strong achievement in this commendable first year as a Group.

Jeff Zitron - Chairman

24 June 2016

Strategic Report

Understanding our business

General Industries plc (''the Company'') was incorporated on 9 April 2014 and gained a Standard Listing on the London Stock Exchange (stock code GNI) on 28 August 2014.

During the period under review the Company acquired Altair Consultancy and Advisory Services Limited ("Altair") and Murja Limited ("Murja").

Altair

Altair provides support services to enable other organisations to carry out their activities in a more efficient manner.  It helps manage complex and diverse organisations through periods of significant change, driving service improvement and delivering creative solutions.  Altair's traditional client base includes housing associations, charities and local authorities, although the client base also includes government departments, statutory bodies, financial institutions and other private commercial institutions.

Within the housing sector, Altair provides a broad range of advisory and consultancy services to its clients covering areas such as general management, high level executive recruitment, corporate governance, financial planning, management strategy, organisational improvement, training and raising finance.  In the housing sector, Altair has established contacts with the Homes and Communities Agency (the government's affordable homes investment, regeneration and regulation agency in England), Greater London Authority, Welsh Government and the Scottish Regulator.  Altair's services also cover the application of government strategies to increase the supply of affordable housing both for rent and home ownership as well as local government initiatives encouraging the transfer of public sector housing to independent vehicles.

Murja

Murja specialises in providing advice to organisations principally involved in the affordable housing and education sectors in respect of debt and interest rate risk.  With changes to Government policy, there is a strong and growing market for the provision of specialist treasury services to local authorities, housing associations and charities operating in the provision of affordable housing, market rent and low cost home ownership initiatives.  Housing associations and local authorities are seeking more complex legal and financial structures for both, particularly with the involvement of house builders and developers in joint ventures.  The complementary services and products offered by Altair to the sector provides a significant opportunity for growth.

Strategy and Objectives

The strategy and objectives of the Group are:

§ Continue to seek out opportunities for acquisition during the forthcoming year which will expand our range of services and increase our ability to be a one-stop shop of professional support services for the clients of our subsidiary companies.

§ Provide consultancy advice and support to organisations operating within or aligned to the public sector.

§ Attract and retain employees by providing a great place to work and enabling employee participation and reward through equity participation.

Review of the Business

The year under review has achieved the following financial results.

The Group saw a 16% increase in turnover on 2015*, reflecting continued growth in Altair's housing consultancy and interim management business, as well as the benefit of revenues from Murja joining the Group in December 2015.  Gross profit from the consultancy and interim management business rose by over £140,000, with margin remaining consistent at 25%.  Altair has made a substantial investment in staff over the last two years in anticipation of future growth; (after allowing for both the additional staff investment mentioned and the charge in respect of staff options) the Board anticipates that this investment will aid future profit growth.  The Group is in a very strong net asset position, with over £2.55m in cash held at 31 March 2016.

The underlying business remains strong and there has been continued growth of the client base in the consultancy business.  The acquisition of Murja has expanded our offering into the education sector and we are beginning to see the opportunities of the treasury offering complementing Altair's business activities within the housing sector.

The comparison between this reporting year, the mid-year results and the last reporting year are set out below:

	2016	September 2015	2015
	£000s	£000s	£000s
Turnover	4,746	1,886	4,074
Gross profit	1,288	487	1,029
Operating Profit	290	325	614

Operating profit includes share option charge as follows:

	2016	September 2015	2015
	£000s	£000s	£000s
Share option charge	255	45	12

*Until the acquisition of Altair, the company did not trade.  In accordance with the requirements of accounting standards, the results of General Industries are only consolidated for the period post acquisition.  The comparative figures and pre-acquisition results show Altair only.

The Group has identified one post balance sheet event, the details of which are set out in note 25 to the Financial Statements.

There have been a number of new policies introduced, or in the process of being introduced, by the government and these have and will create opportunities for the business, specifically in the areas of improving governance and developing strategy, providing advice on how organisations structure themselves to be more efficient and providing advice on financial strategy and funding.

The Group anticipates organic growth through targeted recruitment and building a strong consulting team to deliver the expanding workload of both Altair and Murja.

The Group continues to look at opportunities to expand its consultancy base through acquisition.  Initial discussions have been held with a number of parties.  Most of these businesses are privately owned and the advantages of being part of a listed company are very attractive.

Key Performance Indicators

The Group monitors its key performance indicators (KPI's) regularly.  In this first year of trading, as an expanded Group, the KPI's are set out below:

			Adjusted earnings
	Revenue	Gross profit	per share
2016	4,746,144	1,287,612	0.61p
2015	4,074,257	1,028,739	2.46p

	Number of clients	New clients (%)	Client retention rate (%)
2016	194	40	68
2015	130	33	41

Principal Risks and Uncertainties

The principal risks currently faced by the Group are:

Financial Instruments

The main financial risks arising from the Group activities are credit risk, foreign currency risk and interest rate risk details of which can be found in Note 27 to the Financial Statements.

Unfavourable economic conditions and / or changes to government policy

The Group's operating results and its financial condition may be negatively affected by a downturn in the general economic climate within the UK which consequently may have adverse effect upon government policy and spending, and private sector investments.

A reduced level of economic activity will restrict the amount of outsourcing by companies, local authorities or other bodies and result in the restriction of funding available for the purchase of such services leading to a decline in the number of firms in the sector and their profitability.

Reduction in government investment and funding

The Group's future revenues and profitability will be dependent on the current UK Government's policy with regard to expenditure on service and social housing improvements and to public expenditure levels in general.  The introduction of policies to restrict the income for housing providers is a risk that the Group is monitoring closely.

The UK Government and local authorities may decide in future to change their programmes and priorities including reducing present or future spending and investment where the Group would expect to compete for work.

Principal Risks and Uncertainties

Competition

The contracts and procurement arrangements under which companies operating in these sectors compete for new business can lead to a higher cost of procuring new contracts and the possibility of not meeting fully the terms of contracts leading to reduced margins.

Staff skills, retention, recruitment and succession

The success of the Group is dependent on retaining, developing, motivating and communicating with senior management and personnel and as the business grows on recruiting appropriately skilled, competent people at all levels.  The shortages in the availability of appropriately skilled personnel may have a negative effect on the Group.  The Directors of the subsidiaries are expected to contribute to its ability to obtain, generate and manage opportunities.

If the Group cannot successfully attract, retain and motivate such personnel, it may not be able to maintain standards of service or continue to grow its businesses as anticipated.  The loss of such personnel, or the inability to attract, retain, motivate and communicate with additional skilled employees required for their activities within an affordable cost base, could have an adverse effect on the Group's business and prospects.

The Group seeks to mitigate these risks through ensuring that it monitors changes in statutory, regulatory and financial changes and maintains good relationships with its principal contacts within government, regulators and other key influencers within the sector.

Following its expansion through the acquisitions of Altair and Murja, the Group is well placed to provide the full range of services needed by housing providers as the external environment changes and the outlook for the business continues to be positive.  A continued understanding of its position in the market and delivering value for money to clients will ensure that services and products remain competitive.  In addition, the Group will ensure that its people policies are refreshed and follow good practice so that it can continue to attract and retain excellent staff.

Employees

A split of our employees and directors by gender as at the end of the year is shown below:

	Male	Female
Directors of the Company	5	1
Directors of subsidiary companies not included in above	3	1
Employees in other senior executive positions	-	-
Total senior managers other than directors of the Company	3	1
Other employees of the Group	10	13
Total employees of the Group	18	15

Employees

The Group consults with the employees on a regular basis through direct updates.  Altair conducted a staff survey during the year and the results were reviewed and discussed by the Directors and an action plan agreed and discussed with all staff.  The Group invests in training and development its employees through both internal and external courses.

The Group follows the legislative requirements set out in the Equality Act 2010 which covers all aspects of equality and diversity, replacing previous legislation covering equal pay, sex, race and disability discrimination.  The Group gives due consideration to all applications and provides training and the opportunity for career development wherever possible.  The Board is also mindful of the Human Rights Act 1998.

Environment

We understand and effectively manage the actual and potential impact of our activities.  The Group's operations are conducted such that compliance is maintained with legal requirements relating to the environment.

Corporate and Social Responsibility

The Group recognises that we have a responsibility to ensure the impact of our business is positive, and that we are good corporate citizens.

§ We are committed to treating with respect and dignity those we work with.

§ We are committed to honesty and transparency in our communication with staff, external stakeholders, and customers.

§ We treat all those we work with equally, and do not discriminate on the basis of age, gender, sexuality, disability, ethnicity, or any other protected characteristic

§ We aim to work actively with our suppliers to ensure they meet our values and have sustainability issues at the heart of every decision.

§ We are conscious of our responsibilities to minimise the environmental impact of our activities and to behave in a sustainable manner.

§ We know that as corporate citizens we have a responsibility to the broader community.  We work with our stakeholders to understand community priorities and reflect these in our activities.

§ We recognise that our staff are our most valuable asset as an organisation.  Our employment policies across the Company seek to exceed mere compliance with relevant legislation, to create a working environment that embraces diversity and offers fairness and equality of opportunity throughout our workplace.

Going Concern Basis

The directors have assessed the prospects of the company over a longer period than 12 months.  The Board has conducted this review for a period of three years, which was selected as the company's business plan covers a three-year period and the subsidiary companies have three year plans.

The three-year strategic review considers the company's cash flows and other key financial ratios over the period.  These metrics are subject to sensitivity analysis which involves flexing a number of the main assumptions underlying the forecast both individually and in unison.  Where appropriate, this analysis is carried out to evaluate the potential impact of the company's principal risks actually occurring.  The three-year review also makes certain assumptions about the normal level of capital investment likely to occur and considers whether additional financing facilities will be required.

Based on the results of this analysis, the directors have a reasonable expectation that the company will be able to continue in operation and meet its liabilities as they fall due over the three-year period of their assessment, and thus they continue to adopt the going concern basis of accounting in preparing the annual financial statements.

Derek Joseph - Director

24 June 2016

Consolidated statement of comprehensive income

For the year ended 31 March 2016

						Proforma		Proforma
			Notes			2016		2015
						£		£
Revenue			4			4,746,144		4,074,257
Cost of sales			6			(3,458,532)		(3,045,518)
Gross profit						1,287,612		1,028,739
Administrative expenses			6			(997,786)		(414,506)
Operating profit						289,826		614,233
Deemed cost of listing			15			(3,104,527)		-
Finance income			4			1,713		2,502
Finance costs			8			-		(14,424)
(Loss) / profit before taxation			6			(2,812,988)		602,311
Income tax expense			9			(124,319)		(114,125)
(Loss) / profit for the year						(2,937,307)		488,186
Other comprehensive income						-		-
Total comprehensive (loss) / income for the year						(2,937,307)		488,186
(Loss) / earnings per share attributable to owners of the parent
Basic			11			(10.66p)		2.46p
Diluted			11			(10.66p)		2.43p
Adjusted earnings per share before deemed cost of listing
Basic			11			0.61p		2.46p
Diluted			11			0.54p		2.43p

The income statement has been prepared on the basis that all operations are continuing operations.

The notes below form part of these financial statements.

Consolidated and Company statements of financial position

As at 31 March 2016

				Proforma
		Group		Group		Company		Company
		2016		2015		2016		2015
	Note	£		£		£		£
Non-current assets
Intangible assets	12	317,688		-		-		-
Property, plant and equipment	13	14,654		-		-		-
Investments	14	-		-		9,602,280		-
		332,342		-		9,602,280		-
Current assets
Trade and other receivables	16	1,158,836		1,022,518		1,770		18,000
Deferred tax assets	17	11,671		19,072		-		-
Cash and bank balances		2,552,642		1,113,959		341,849		946,207
		3,723,149		2,155,549		343,619		964,207
Current liabilities
Trade and other payables	18	1,276,501		1,113,508		218,530		2,835
Corporation tax		166,769		143,742		-		-
		1,443,270		1,257,250		218,530		2,835
Net current assets		2,279,879		898,299		125,089		961,372
Net assets		2,612,221		898,299		9,727,369		961,372
Equity
Share capital	19	1,630,434		515,000		1,630,434		515,000
Share premium account	20	533,235		464,960		533,235		464,960
Reverse acquisition reserve	20	(4,771,473)		(857,429)		-		-
Merger reserve	20	7,184,334		-		7,184,334		-
Share-based payment reserve	22	281,586		17,016		281,586		17,016
Retained (losses) / earnings		(2,245,895)		758,752		97,780		(35,604)
Equity attributable to the owners of the parent		2,612,221		898,299		9,727,369		961,372

The notes below form part of these financial statements.

The financial statements were approved by the board on 24 June 2016

Derek Joseph - Director

Company Registration No. 08988813

Consolidated statement of changes in equity

For the year ended 31 March 2016

		Share	Reverse	Share based		Retained	Proforma
	Share	premium	acquisition	Merger	Payment	earnings /	total
	capital	account	reserve	reserve	Reserve	(losses)	equity
	£	£	£	£	£	£	£
Balance at 1 April 2014	-	-	936	-	-	404,936	405,872
Issue of shares	515,000	464,960	(853,272)	-	-	-	126,688
Total comprehensive income	-	-	-	-	-	488,186	488,186
Share based payment charge	-	-	(5,093)	-	17,016	-	11,923
Dividend	-	-	-	-	-	(134,370)	(134,370)
Balance at 31 March 2015	515,000	464,960	(857,429)	-	17,016	758,752	898,299
Balance at 1 April 2015	515,000	464,960	(857,429)	-	17,016	758,752	898,299
Issue of shares	1,115,434	68,275	-	7,184,334	-	-	8,368,043
Reverse acquisition	-	-	(3,914,044)	-	11,923	-	(3,902,121)
Total comprehensive loss	-	-	-	-	-	(2,937,307)	(2,937,307)
Transfer on exercise of options	-	-	-	-	(1,960)	1,960	-
Share based payment charge	-	-	-	-	254,607	-	254,607
Dividend	-	-	-	-	-	(69,300)	(69,300)
Balance at 31 March 2016	1,630,434	533,235	(4,771,473)	7,184,334	281,586	(2,245,895)	2,612,221

The notes below form part of these financial statements.

 

Company statement of changes in equity

For the year ended 31 March 2016

		Share	Share based		Retained
	Share	premium	Merger	payment	earnings /	Total
	capital	account	reserve	reserve	(losses)	equity
	£	£	£	£	£	£
Balance at 1 April 2014	-	-	-	-	-	-
Issue of shares	515,000	464,960	-	-	-	979,960
Total comprehensive loss	-	-	-	-	(35,604)	(35,604)
Share based payment charge	-	-	-	17,016	-	17,016
Dividend	-	-	-	-	-	-
Balance at 31 March 2015	515,000	464,960	-	17,016	(35,604)	961,372
Balance at 1 April 2015	515,000	464,960	-	17,016	(35,604)	961,372
Issue of shares	1,115,434	68,275	7,184,334	-	-	8,367,043
Total comprehensive income	-	-	-	-	200,724	200,724
Transfer on exercise of options	-	-	-	(1,960)	1,960	-
Share based payment charge	-	-	-	266,530	-	266,530
Dividend	-	-	-	-	(69,300)	(69,300)
Balance at 31 March 2016	1,630,434	533,235	7,184,334	281,586	97,780	9,727,369

The notes below form part of these financial statements.

Consolidated statement of cash flow

For the year ended 31 March 2016

	Proforma		Proforma
	2016		2015
	£		£
Cash flows from operating activities
(Loss)/profit for the year	(2,937,307)		488,186
Interest received	(1,713)		(2,502)
Finance costs	-		14,424
Income tax expense	124,319		114,125
Share based payment charge	254,606		11,923
Deemed cost of listing	3,104,527		-
Depreciation	5,457		-
Operating cash flows before movement in working capital	549,889		626,156
Increase in trade and other receivables	(76,254)		(275,101)
Increase in trade and other payables	99,878		575,059
Cash generated by operations	573,513		926,114
Income taxes paid	(179,445)		(270,457)
Interest paid	-		(14,424)
Net cash flow from operating activities	394,068		643,735
Cash flows from investing activities
Interest received	1,713		2,502
Cash acquired on reverse acquisition	795,690		-
Cash acquired on purchase of subsidiary	785,262		-
Purchase of subsidiary	(899,696)		-
Purchase of property, plant and equipment	(16,344)		-
Proceeds from disposal of investments	207,834		-
Net cash flow from investing activities	874,459		2,502
Cash flows from financing activities
Proceeds of share issue	239,456		-
Dividends paid	(69,300)		(134,370)
Repayment of loans	-		(248,312)
Net cash flow from financing activities	170,156		(382,682)
Net increase in cash and cash equivalents	1,438,683		261,053
Cash and cash equivalents at beginning of the period	1,113,959		852,906
Cash and cash equivalents at end of the period	2,552,642		1,113,959

Company statement of cash flow

For the year ended 31 March 2016

	2016		2015
	£		£
Cash flows from operating activities
Profit/(loss) for the year	200,723		(35,604)
Dividends received	(300,600)		-
Interest received	(1,017)		(2,848)
Share based payment charge	-		17,016
Operating cash flows before movement in working capital	(100,894)		(21,436)
Decrease/(increase) in trade and other receivables	16,230		(18,000)
Increase in trade and other payables	215,696		2,835
Net cash flow from operating activities	131,032		(36,601)
Cash flows from investing activities
Interest received	1,017		2,848
Dividends received	300,600		-
Purchase of subsidiary	(1,053,782)		-
Net cash flow from investing activities	(752,165)		2,848
Cash flows from financing activities
Proceeds of share issue	86,075		1,010,000
Transaction costs of share issue	-		(30,040)
Dividends paid	(69,300)		-
Net cash flow from financing activities	16,775		979,960
Net increase in cash and cash equivalents	(604,358)		946,207
Cash and cash equivalents at beginning of the period	946,207		-
Cash and cash equivalents at end of the period	341,849		946,207

Notes to the financial statements

For the year ended 31 March 2016

1        General information

General Industries plc (''the Company'') and its subsidiaries (together, ''the Group'') provide specialist housing and treasury management consultancy services.  The principal activity of the Company is that of a holding company for the Group as well as providing all the strategic and governance functions of the Group.

The Company is a public limited company which is listed on the London Stock Exchange, domiciled in the United Kingdom and incorporated and registered in England and Wales.  The Company's registered office is Tempus Wharf, 29a Bermondsey Wall West, London, SE16 4SA.

2        Accounting policies

The principal accounting policies applied in preparation of these consolidated financial statements are set out below.  These policies have been consistently applied unless otherwise stated.

Basis of preparation

The financial statements of have been prepared in accordance with International Reporting Standards as adopted by the European Union (IFRSs), issued by the International Accounting Standards Board (IASB), including interpretations issued by the International Financial Reporting Interpretations Committee (IFRIC), and the Companies Act 2006 applicable to companies reporting under IFRS.

The financial statements have been prepared on the historical cost basis.

The financial statements are presented in Pounds Sterling which is the Group's functional and presentational currency.

The preparation of the financial statements in conformity with IFRS requires the use of certain critical accounting estimates.  It also requires management to exercise its judgement in the process of applying the Group's accounting policies.  The areas of critical accounting estimates and judgements are set out in note 3.

Basis of consolidation

On 20 August 2015 the Company became the legal parent of Altair Consultancy and Advisory Services Limited (''Altair'') through a reverse acquisition.  In the judgement of the Directors, the Company was not a business as defined by IFRS 3 prior to the transaction.  As such, the transaction is not considered to be a business combination and therefore is deemed to be outside the scope of IFRS 3, instead falling within the scope of IFRS 2.

The principles of IFRS 3 have been applied in identifying Altair as the accounting acquirer.  The consolidated financial statements of the Company are presented as a continuation of Altair's financial statements, reflecting the commercial substance of the transaction.  However, the equity structure presented in the consolidated financial statements reflects the equity structure of the Company, including the equity instruments issued as part of the transaction. Where information relates or includes the results of Altair pre-reverse acquisition, it has been labelled 'proforma'.

Basis of consolidation

The consolidated financial statements incorporate the financial statements of subsidiary entities.  A subsidiary is defined as an entity over which the Company has control.  Control is achieved when the Company has power over an entity, is exposed to, or has rights to, variable returns from its involvement with the entity, and has the ability to use its power to affects its returns.

Consolidation of a subsidiary begins when the Company obtains control and ceases when control is lost.  The Company reassesses whether or not it controls an entity if facts and circumstances indicate that there are changes to one or more of the three control elements listed above.

All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated on consolidation.

Where necessary, adjustments are made to the financial statements of subsidiaries to bring accounting policies used into line with the Group's accounting policies.

Business combinations

Other than the reverse acquisition noted above, acquisitions of subsidiaries are accounted for using the acquisition method.  The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition-date fair values of assets transferred by the Group, liabilities incurred by the Group to the former owners of the acquiree and the equity interest issued by the Group in exchange for control of the acquiree.

Any excess of the consideration over the fair value of the identifiable assets and liabilities acquired is recognised as goodwill.  Goodwill is not amortised but is reviewed for impairment at least annually.  If the consideration is less than the fair value of the identifiable assets and liabilities acquired, the difference is recognised in the Statement of comprehensive income.

Revenue recognition

Revenue comprises the fair value of the consideration received or receivable for the rendering of services in the ordinary course of the Group's activity.  Revenue is shown net of value added tax, returns, rebates and discounts.  The Group recognises revenue when the amount of the revenue can be reliably measured and when it is probable that economic benefits will flow to the entity.

Un-invoiced fees at the balance sheet date are valued at the fair value of the consideration receivable when it is probable that economic benefits will flow to the Group.  Where income is invoiced in advanced of work being completed, revenue is treated in the first instance as deferred income and recognised when the services are performed by the Group.

Property, plant and equipment

Property, plant and equipment are stated at cost less accumulated depreciation and any recognised impairment loss.  The cost of an item of property, plant and equipment initially recognised includes its purchase price and any cost that is directly attributable to bringing the asset to the location and condition necessary for use.  Depreciation is recognised so as to write-off the cost of assets less their residual values over their estimated useful lives, using the straight-line method, on the following bases:

Computer equipment        33% per annum

Office equipment               33% per annum

The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.

An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset.  The gain or loss arising on the disposal of an asset is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in the Statement of comprehensive income.

Investment in subsidiaries

In the company's separate annual financial statements, investments in subsidiaries are carried at cost less any accumulated impairment.

The cost of an investment in a subsidiary is the aggregate of the fair value, at the date of exchange, of assets given, liabilities incurred or assumed, and equity instruments issued by the company, plus any costs directly attributable to the purchase of the subsidiary.

Financial instruments

Financial assets and financial liabilities are recognised on the Group's balance sheet when the Group becomes a party to the contractual provisions of the instrument.

Financial assets can be divided into the following categories: loans and receivables, financial assets at fair value through profit or loss, available-for-sale financial assets and held-to-maturity investments.  Financial assets are assigned to the different categories by management on initial recognition, depending on the purpose for which the instruments were acquired.  The designation of financial assets is re-evaluated at every reporting date at which a choice of classification or accounting treatment is available.

De-recognition of financial instruments occurs when the rights to receive cash flows from investments expire or are transferred and substantially all of the risks and rewards of ownership have been transferred.  An assessment for impairment is undertaken at least at each balance sheet date whether or not there is objective evidence that a financial asset or a group of financial assets is impaired.

Trade receivables

Trade receivables are measured at initial recognition at fair value plus, if appropriate, directly attributable transaction costs and are subsequently measured at amortised cost using the effective interest method.  Appropriate allowances for estimated irrecoverable amounts are recognised in the income statement when there is objective evidence that the asset is impaired.  The allowance recognised is measured as the difference between the asset's carrying amount and the present value of estimated future cash flows discounted at an effective interest rate computed at initial recognition.

Loans receivable

Loans receivable are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market.  They arise when the Group or Company provides money directly to a debtor with no intention of trading the receivables.  Loans receivable are measured at initial recognition at fair value plus, if appropriate, directly attributable transaction costs and are subsequently measured at amortised cost using the effective interest method, less provision for impairment.  Any change in their value is recognised in the income statement.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and demand deposits that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

Financial liabilities and equity

Financial liabilities and equity instruments issued by the Group are classified according to the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument.  A financial liability is a contractual obligation to either deliver cash or another financial asset to another entity or to exchange a financial asset or financial liability with another entity, including obligations which may be settled by the Group using its equity instruments.  An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities.  The accounting policies adopted for specific financial liabilities and equity instruments are set out below.

Financial liabilities

At initial recognition, financial liabilities are measured at their fair value plus, if appropriate, any transaction costs that are directly attributable to the issue of the financial liability.  After initial recognition, all financial liabilities are measured at amortised cost using the effective interest method.

Pensions

The Group contributes to defined contribution schemes for the benefit of its directors and employees.  Contributions payable are charged to the statement of comprehensive income in the year they are payable.

Current and deferred income tax

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year.  Taxable profit differs from net profit as reported in the profit or 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 Company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting date.

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amount of assets and liabilities in the financial information and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method.  Deferred tax liabilities are recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised.  Such assets and liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction which affects neither the tax profit nor the accounting profit.

Deferred tax is calculated at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled.  Deferred tax is charged or credited in the profit or loss, except when it relates to items credited or charged in other comprehensive income directly to equity, in which case the deferred tax is also dealt with in other comprehensive income.

Deferred tax assets

Management regularly assesses the likelihood that deferred tax assets will be recovered from future taxable income.  No deferred tax asset is recognised when management believe that it is more likely than not that a deferred asset will not be realised.

Impairment of assets

The Group assesses at each statement of financial position date if there is any indication that an asset may be impaired. If any such indication exists, the Group estimates the recoverable amount of the asset.

If there is any indication that an asset may be impaired, the recoverable amount is estimated for the individual asset. If it is not possible to estimate the recoverable amount of the individual asset, the recoverable amount of the cash-generating unit to which the asset belongs is determined.

The recoverable amount of an asset or a cash-generating unit is the higher of its fair value less costs to sell and its value in use.

If the recoverable amount of an asset is less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount.  That reduction is an impairment loss.

An impairment loss of assets carried at cost less any accumulated depreciation or amortisation is recognised immediately in profit or loss.

An entity assesses at each reporting date whether there is any indication that an impairment loss recognised in prior periods for assets other than goodwill may no longer exist or may have decreased.  If any such indication exists, the recoverable amounts of those assets are estimated.

The increased carrying amount of an asset other than goodwill attributable to a reversal of an impairment loss does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset in prior periods.

A reversal of an impairment loss of assets carried at cost less accumulated depreciation or amortisation other than goodwill is recognised immediately in profit or loss.

Provisions

Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation and a reliable estimate of the amount can be made.  If the effect is material, provisions are determined by discounting the expected future cash flows at an appropriate pre-tax discount rate.

Operating leases

Rentals payable under operating leases, net of lease incentives, are charged to the statement of comprehensive income on a straight-line basis over the term of the lease.

Share capital / equity instruments

Ordinary shares are classified as equity.  Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs. The Company has one class Ordinary share which carries no right to fixed income.  Each share carries the right to one vote at general meetings of the Company.

Share based payments

The Group has issued share options to certain directors and employees.  The share options granted become exercisable at varying future dates.  If certain conditions are met, following the vesting period, the employee will be eligible to exercise their option at an exercise price determined on the date the share options are granted.

The share based payment charge is recognised in the statement of comprehensive income and is calculated based on the Company's estimate of the number of share options that will eventually vest.

The fair value of share options granted is determined by applying the Black Scholes model.  This model utilises inputs for the risk free rate, expected volatility in share price, dividend yield and the current share price at fair value, which are factors determined on the date the share options are granted.

Adoption of new and revised standards

The following pronouncements have been adopted in the year and either had no impact on the financial statements or resulted in changes to presentation and disclosure only:

§ IFRIC Interpretation 21 Levies - effective for annual periods beginning on or after 17 June 2014*

§ Annual improvements to IFRSs 2011-2013 Cycle - effective for annual periods beginning on or after 1 January 2015

§ Annual improvements to IFRSs 2011-2013 Cycle - effective for annual periods beginning on or after 1 February 2015*

§ IAS 19 (amendments) Employee Benefits - Defined Benefit plans: Employee contributions - effective for annual period beginning on or after 1 February 2015*

*This is the date from which these pronouncements became effective in the EU

Standards issued but not yet effective

At the date of authorisation of these financial statements, the following Standards and Interpretations relevant to the Group, which have not been applied in these financial statements, were in issue but were not yet effective.  In some cases these standards and guidance have not been endorsed by the European Union.

§ Annual Improvements 2012-2014 cycle - effective for annual periods beginning on or after 1 January 2016

§ IFRS 11 (amendments) Accounting for acquisitions of interests in joint operations - effective for annual periods beginning on or after 1 January 2016

§ IFRS 14 Regulatory Deferral accounts - effective for annual periods beginning on or after 1 January 2016

§ IAS 16 Property, Plant & Equipment and IAS 38 - Intangible assets (amendments) - effective for annual periods beginning on or after 1 January 2016

§ IAS 27 (amendments) Equity Method in Separate Financial Statements - effective for annual periods beginning on or after 1 January 2016

§ IAS 16 Property, Plant & Equipment and IAS 41 - Bearer Plants (amendments) - effective for annual periods beginning on or after 1 January 2016

§ IAS 1 Disclosure initiative - effective for annual periods beginning on or after 1 January 2016

§ IFRS 15 Revenue from contracts with Customers - effective for annual periods beginning on or after 1 January 2018

§ IFRS 16 Leases - effective for annual periods beginning on or after 1 January 2019

§ Amendments to IFRS 10, IFRS 12 and IAS 28 Investment entities - Applying the Consolidation Exception - effective for annual periods beginning on or after 1 January 2016

§ Amendments to IAS 12 - Recognition of Deferred Tax for Unrealised Losses - effective for annual periods beginning on or after 1 January 2017

§ Amendments to IAS 7 - Disclosure initiative - effective for annual periods beginning on or after 1 January 2017

The directors are evaluating the impact that these standards will have on the financial statements of the Group.

3        Critical accounting estimates and judgements

In application of the Group's accounting policies, which are described in note 2, the directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources.  The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant.  Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis.  Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

Critical judgements in applying the Group's accounting policies

The following are the critical judgements, apart from those involving estimations, that the directors have made in the process of applying the Group's accounting policies and that have a significant effect on the amounts recognised in the financial statements.

Basis of consolidation

The directors consider that the share for share exchange between the Company and Altair Consultancy and Advisory Services Limited (Altair) to be a reverse acquisition as Altair is considered to be the acquirer.

Revenue recognition

Work in progress is calculated on a project by project basis using the fair value of chargeable time that is un-invoiced at the period end.  Historic analysis shows that recovery rates of work in progress are very high; the Group does not expect any work in progress to be irrecoverable. Work in progress is reviewed on a monthly basis to ensure it is recognised appropriately, it is probable that economic benefits will flow to the Group and that the fair value can be reliably measured.

Share based payments

The Company has granted share options to certain employees and directors of the Group.  The share options granted become exercisable at varying future dates.  If certain conditions are met, following the vesting period, the employee will be eligible to exercise their option at an exercise price determined on the date the share options are granted.

Share based payments (continued)

The share based payment charge is recognised in the statement of comprehensive income and is calculated based on the Company's estimate of the number of share options that will eventually vest.

Assumptions regarding the fair value of the Company's shares and assumptions regarding employee fluctuation are taken into account when measuring the value of share-based payments for employees, which are required to be accounted for as equity-settled share-based payment transactions pursuant to IFRS 2.  The resulting staff costs are recognised pro rata in the statement of comprehensive income to reflect the services rendered as consideration during the vesting period.

Key sources of estimation uncertainty

The key assumptions concerning the future, and other key sources of estimation uncertainty at the balance sheet date, that may have a significant risk of causing material adjustment to the carrying amounts of assets and liabilities within the next financial year, are discussed below.

Impairment of goodwill

The carrying amounts of the Group's assets value are reviewed at each balance sheet date to determine whether there is any indication of impairment.  If any such indication exists, the asset's recoverable amount is estimated and an impairment loss is recognised where the recoverable amount is less than the carrying value of the asset.  Any impairment losses are recognised in the income statement.

4        Revenue

An analysis of the Group's revenue is as follows:	Proforma		Proforma
	2016		2015
	£		£
Continuing operations
Specialist housing consultancy income	4,628,195		4,074,257
Treasury management consultancy income	117,949		-
	4,746,144		4,074,257
Interest revenue on bank deposits	1,713		2,502
	4,747,857		4,076,759

5        Operating segments

The Group has three reportable segments, being consultancy, interim management and treasury management services, the results of which are included within the financial information.  IFRS 8 requires operating segments to be identified on the basis of internal reports that are regularly reviewed by the Chief Operating Decision Maker ("CODM").  In accordance with IFRS 8 'Operating Segments', information on segment assets is not shown, as this is not provided to the CODM.  The Group's revenues are derived exclusively from operations in the UK.  As a result, the CODM does not review segments by country or continent.

The principal activities of the Group are as follows:

Consultancy - a range of services to support the business needs of a diverse range of organisations (including housing associations and local authority) across the housing sector.  The majority of consultancy projects run over one to two months requiring on-going business development to ensure a full pipeline of consultancy work for the employed team.

Interim Management - individuals are embedded within housing organisations (normally registered providers, local authorities and ALMOs) in a substantive role, normally for a specified period of time.  Interim management provides the Group with a more extended forward sales pipeline as the average contract is for six months.  This section of the business provides low risk as the interim consultants are placed on rolling contractual basis and provides minimal financial commitment as associates to the business, rather than employees, are used for these roles.

Treasury Management - a range of services providing treasury advice and fund-raising services to non-profit making organisations working in the affordable housing and education sectors.  Within this segment of the business a number of client organisations enter into fixed period retainers to ensure immediate call-off of the required services.

The accounting policies of the reportable segments are the same as the Group's accounting policies described in note 2.  Segment profit represents the profit earned by each segment, without allocation of central administration costs, including Directors' salaries, finance costs and income tax expense.  This is the measure reported to the Group's Chief Executive for the purpose of resource allocation and assessment of segment performance.

	Proforma		Proforma
	2016		2015
	£		£
Revenue from Consultancy	2,974,901		2,481,290
Revenue from Interim management	1,653,294		1,592,967
Revenue from Treasury management	117,949		-
	4,746,144		4,074,257
Cost of sales from Consultancy	2,045,190		1,640,633
Cost of sales from Interim management	1,413,342		1,404,885
Cost of sales from Treasury management	-		-
	3,458,532		3,045,518
Gross profit from Consultancy	929,711		840,657
Gross profit from Interim management	239,952		188,082
Gross profit from Treasury management	117,949		-
	1,287,612		1,028,739
Administrative expenses	(997,786)		(414,506)
Operating profit	289,826		614,233

6        (Loss) / profit before tax

	Proforma		Proforma
	2016		2015
	£		£
(Loss) / profit before taxation is arrived at after charging:
Deemed cost of listing	3,104,527		-
Auditors' remuneration	36,000		35,000
Other fees payable to auditors:
-      Taxation -      Corporate finance services	12,000 25,000		- -
Depreciation of property, plant and equipment	5,457		-
Staff costs (see note 7)	2,407,049		1,517,843
Operating lease costs - land and buildings	39,400		30,324
The share option charge for the year of £254,607 (2015: £11,923) is included within administrative expenses.

7        Staff costs

	Proforma		Proforma
	2016		2015
The average monthly number of employees (including directors) employed by the Group was:	30		21
	2016		2015
	£		£
Aggregate remuneration (including directors)
Wages and salaries	1,878,993		1,307,848
Share-based payments	254,607		11,923
Pension contributions	80,770		54,632
Social security costs	192,679		143,440
	2,407,049		1,517,843

8        Finance costs

	Proforma		Proforma
	2016		2015
	£		£
Loan interest	-		13,472
Other interest	-		952
	-		14,424

9        Taxation

	Proforma		Proforma
	2016		2015
	£		£
Corporation tax:
Current year	116,918		108,346
Adjustment in respect of prior years	-		24,851
	116,918		133,197
Deferred tax charge/(credit)	7,401		(19,072)
	124,319		114,125
The tax charge for the year can be reconciled to the (loss)/profit in the income statement as follows:
	Proforma		Proforma
	2016		2015
	£		£
(Loss)/profit before taxation	(2,812,988)		602,311
Tax at the UK corporation tax rate of 20% (2015: 21%)	(562,598)		126,485
Expenses not deductible	66,012		4,027
Deemed cost of listing	620,905		-
Tax effect of utilising unrecognised deferred tax asset	-		(21,752)
Marginal rate relief	-		(7,126)
Adjustments in respect of prior years	-		24,851
	686,917		(12,360)
Tax expense for the year	124,319		114,125

10      Profit for the financial year

As permitted by section 408 Companies Act 2006, the Company has not presented its own Income Statement in these financial statements.  The Company made a profit of £200,724 (2015: loss of £35,604) for the year ended 31 March 2016.

11      Earnings per share

Basic earnings per share is calculated by dividing the (loss) / profit after tax attributable to the equity holders of the Group by the weighted average number of shares in issue during the year.  Diluted earnings per share is calculated by adjusting the weighted average number of shares outstanding to assume conversion of all potential dilutive shares, namely share options.  In calculating the weighted average number of Ordinary shares during the period in which the reverse acquisition occurs:

a)    The number of Ordinary shares outstanding from the beginning of the period to the acquisition date is computed on the basis of the weighted average number of Ordinary shares of the legal acquiree (accounting acquirer) outstanding during the period multiplied by the exchange ratio established in the merger agreement; and

b)    The number of Ordinary shares outstanding from the acquisition date to the end of that period is the actual number of Ordinary shares of the legal acquirer (accounting acquire) outstanding during that period.

The basic earnings per share for each comparative period before the acquisition date shall be calculated by dividing the profit of the legal acquiree in each of those periods by the legal acquiree's historical weighted average number of Ordinary shares outstanding multiplied by the exchange ratio.

	Proforma		Proforma
	2016		2015
	£		£
(Loss) / profit after tax attributable to owners of the parent	(2,937,307)		488,186
Weighted average number of shares
-      Basic	27,566,749		19,867,935
-      Diluted	27,566,749		20,097,946
Basic (loss)/earnings per share	(10.66p)		2.46p
Diluted (loss)/earnings per share	(10.66p)		2.43p
Adjusted earnings per share before deemed cost of listing
(Loss)/profit after tax attributable to owners of the parent	(2,937,307)		488,186
Deemed cost of listing	3,104,527		-
Adjusted earnings	167,220		488,186
Weighted average number of shares
-      Basic	27,566,749		19,867,935
-      Diluted	30,918,874		20,097,946
Adjusted basic earnings per share	0.61p		2.46p
Adjusted diluted earnings per share	0.54p		2.43p

Potential Ordinary shares are antidilutive when their conversion to Ordinary shares would increase earnings per share or decrease loss per share from continuing operations.

12      Intangible assets

Group			Goodwill
			£
Cost
At 1 April 2014 and 1 April 2015 (proforma)			-
Additions			317,688
At 31 March 2016			317,688
Accumulated impairment losses
At 1 April 2014 and 1 April 2015 (proforma)			-
Impairment losses for the year			-
At 31 March 2016			-
Net book value
At 1 April 2014			-
At 31 March 2015			-
At 31 March 2016			317,688

Goodwill acquired in a business combination is allocated, at acquisition, to the cash generating units that are expected to benefit from that business combination.

13      Property, plant and equipment

Group			Computer equipment
			£
Cost
At 1 April 2014 and 1 April 2015 (proforma)			-
Additions			16,344
Acquired on purchase of subsidiary			3,767
At 31 March 2016			20,111
Accumulated depreciation
At 1 April 2014 and 1 April 2015 (proforma)			-
Charge for the year			5,457
At 31 March 2016			5,457
Net book value
At 1 April 2014			-
At 31 March 2015			-
At 31 March 2016			14,654

14      Investment

Company							Investments
					in subsidiaries
							£
Cost
At 1 April 2014 and 1 April 2015							-
Additions							9,602,280
At 31 March 2016							9,602,280
Accumulated impairment losses
At 1 April 2014 and 1 April 2015							-
Impairment losses for the year							-
At 31 March 2016							-
Net book value
At 1 April 2014							-
At 31 March 2015							-
At 31 March 2016							9,602,280
Details of the Company's subsidiaries at 31 March 2016 are as follows:
	Place of incorporation and operation		Principal activity		Proportion of ownership and voting rights held
Altair Consultancy and Advisory Services Limited		England and Wales	Specialist housing consultancy		100%
Murja Limited		England and Wales	Treasury management consultancy		100%

The accounting reference date of each of the subsidiaries is co-terminus with that of the Company.

15      Business combinations

On 20 August 2015, General Industries plc became the legal parent of Altair Consultancy and Advisory Services Limited by way of reverse acquisition.  The cost of the acquisition is deemed to have been incurred by Altair Consultancy and Advisory Services Limited, the legal subsidiary, in the form of equity instruments issued to the owners of the legal parent.

The fair value of the shares in Altair Consultancy and Advisory Services Limited has been determined from the quoted price of General Industries plc as at the acquisition date.  The value of the consideration shares was £7,950,000.  The fair value of the notional number of equity instruments that the legal subsidiary would have had to have issued to the legal parent to give the owners of the legal parent the same percentage ownership as in the combined entity is £3,862,779.  The difference between the notional consideration paid by General Industries plc for Altair Consultancy and Advisory Services Limited and the General Industries plc net assets acquired of £758,252 has been charged to the Consolidated Statement of Comprehensive Income as a deemed cost of listing amounting to £3,104,527.

Details of net assets acquired and the deemed cost of listing are as follows:
			£
Notional consideration			3,862,779
Less net assets acquired:
-      Trade and other receivables			7,562
-      Cash and cash equivalents			795,690
-      Trade and other payables			(45,000)
			758,252
Deemed cost of listing			3,104,527

Acquisition-related costs capitalised as part of the investment total £154,086.

On 12 December 2015, the Group acquired 100% of the issued share capital of Murja Limited, thereby obtaining control.  The principal activity of Murja Limited is that of treasury management services.  Murja Limited was acquired so as to broaden the range of services the Group can offer.

Details of net assets acquired and the goodwill:
			£
Consideration:
Cash			868,032
Ordinary shares issued (see note 18)			331,968
			1,200,000
Less net assets acquired:
Property, plant and equipment			3,767
Investments			207,834
Trade and other receivables			52,502
Cash and cash equivalents			785,262
Trade and other payables			(167,053)
			882,312
Goodwill			317,688

Acquisition-related costs capitalised as part of the investment total £31,664.

Included within the Consolidated statement of comprehensive income are the following amounts in relation to Murja Limited:
			£
Revenue			117,949
Loss			31,431

16      Trade and other receivables

			Proforma
	Group		Group		Company		Company
	2016		2015		2016		2015
	£		£		£		£
Trade receivables	995,660		919,605		-		-
Other receivables	17,081		9,100		1,770		-
Prepayments and accrued income	146,095		93,813		-		18,000
	1,158,836		1,022,518		1,770		18,000
The directors consider that the carrying amount of trade receivables approximates to their fair value.  Trade and other receivables are not considered impaired.

The aged profile of trade receivables not impaired is as follows:

	Total		<30 days		30-60 days		66-90 days	>90 days
	£		£		£		£		£
31 March 2016	995,660		687,310		236,379		50,149		21,822
31 March 2015	919,605		516,936		368,931		7,862		25,876

17      Deferred tax assets

Group
The following are the major deferred tax assets recognised and the movements thereon during the current and prior reporting period.
	Decelerated capital allowances		Other timing differences	Total
		£	£	£
At 1 April 2014 (proforma)		-	-	-
Credit to profit or loss (proforma)		3,045	16,027	19,072
At 1 April 2015 (proforma)		3,045	16,027	19,072
Charge to profit or loss		(1,741)	(5,660)	(7,401)
At 31 March 2016		1,304	10,367	11,671
Deferred tax assets are recognised to the extent that it is probable that the future tax profits will allow the deferred tax assets to be recovered.

18      Trade and other payables

			Proforma
	Group		Group		Company		Company
	2016		2015		2016		2015
	£		£		£		£
Trade payables	220,307		265,407		19,621		-
Other payables	61,067		21,575		-		-
Amounts owed to Group undertakings	-		-		183,409		-
Taxes and social security costs	354,117		254,030		-		-
Accruals and deferred income	641,010		572,496		15,500		2,835
	1,276,501		1,113,508		218,530		2,835
The directors consider that the carrying amount of trade payables approximates to their fair value.

19      Share capital

	2016		2015
	£		£
Allotted, called up and fully paid
32,608,688 (2015: 10,300,000) Ordinary shares of 5p each	1,630,434		515,000

The Company has one class Ordinary share which carries no right to fixed income.  Each share carries the right to one vote at general meetings of the Company.

A reconciliation of share capital, share premium account and merger reserve is set out below:

	Number of Ordinary shares	Amount called up and fully paid	Share premium	Merger reserve
		£	£	£
Ordinary shares of £1 each issued at par on incorporation	50,000	50,000	-	-
Subdivided into Ordinary shares of 5p each on 29 May 2014	950,000	-	-	-
Issued at £30,000 per share on 29 May 2014	1	-	30,000	-
Issued at 10p per share on 28 August 2014	9,299,999	465,000	465,000	-
Transaction costs of issue of shares	-	-	(30,040)	-
At 1 April 2015	10,300,000	515,000	464,960	-
Issued at 37.5p per share on 19 August 2015 to acquire Altair	21,200,000	1,060,000	-	6,890,000
Issued at 46.5p per share on 15 December 2015 to acquire Murja	120,000	6,000	-	49,800
Issued at 43.65p per share on 11 March 2016 to acquire Murja	632,688	31,634	-	244,534
Issued at 43.65p per share on 11 March 2016	150,000	7,500	57,975	-
Issued at 10p per share on 11 March 2016 upon exercise of options	206,000	10,300	10,300	-
At 31 March 2016	32,608,688	1,630,434	533,235	7,184,334

20      Reserves

The share premium account represents the amount received on the issue of Ordinary shares by the Company in excess of their nominal value and is non-distributable.

The merger relief reserve arose on the Company's acquisition of Altair and Murja.  There is no legal share premium on the shares issued as consideration as section 612 of the Companies Act 2006, which deals with merger relief, applies in respect of the acquisition.

The reverse acquisition reserve arises due to the elimination of the Company's investment in Altair.  Since the shareholders of Altair became the majority shareholders of the enlarged group, the acquisition is accounted for as though the legal acquiree is the accounting acquirer.

21      Dividends

			Proforma
	2016		2015
	£		£
Amounts recognised as distributions to equity holders
Interim dividend paid prior to Group reconstruction	-		134,370
Interim dividend paid of 0.22p per share	69,300		-
	69,300		134,370
Proposed final dividend of 0.44p per share	143,478		-

The proposed final dividend is subject to approval by shareholders at the Annual General Meeting and has not been included as a liability in these financial statements.  The proposed dividend is payable on 18 August 2016 to shareholders on the Register of Members on 5 August 2016.  The total recommended dividend to be paid is 0.44p per share.  The payment of this dividend will not have any tax consequences for the Group.

22      Share-based payment transactions

The Company operates various share option schemes.  The total expense recognised in the year to 31 March 2016 arising from share-based payment transactions is 254,067.

On 22 August 2014, the Company granted 1,030,000 share options to certain directors at an exercise price of 10p per share.  The options are exercisable between the date granted and 22 August 2019.

On 10 November 2014, the Company granted 300,000 to a further director at an exercise price of 26p per share.  The options are exercisable between the date granted and 22 August 2019.

		Weighted
	Number of	average
	shares	exercise price
Outstanding at 1 April 2015	1,330,000	13.6p
Options granted during the year	-	-
Forfeited during the year	-	-
Exercised during the year	206,000	10p
Expired during the year	-	-
Outstanding at 31 March 2016	1,124,000	12.06p
Exercisable at 31 March 2016	1,124,000	12.06p

At the date the options above were exercised, the share price was 47.5p.  The exercise price of the options outstanding at 31 March 2016 ranges between 10p and 26p.  The weighted average remaining contractual life of the options at 31 March 2016 is 3.4 years.

On 28 November 2014, Altair granted 32 EMI share options to certain employees and directors at an exercise price of £1 per share. 16 of the options were exercisable between 1 April 2016 and 31 March 2023, with the other 16 options exercisable between 1 April 2017 and 31 March 2024.

On 31 March 2015, Altair granted 49 EMI share options to certain employees and directors at an exercise price of £1 per share.  The options were exercisable between 1 April 2018 and 31 March 2025.

As part of the reverse acquisition in August 2015, the above options were surrendered and replaced by options granted by the Company.  The number of options granted by the Company as replacements was based on the original number of Altair options multiplied by the exchange ratio established in the acquisition.  In accordance with IFRS 2, the replacement options are accounted for as modifications.  The modification did not result in any increase in the original fair value of the options granted.

The replacement options have an exercise price of 5p per share.  Of the total 1,713,772 replacement options granted, 338,523 are exercisable between 1 April 2016 and 31 March 2025, 338,523 are exercisable between 1 April 2017 and 31 March 2025 and 1,036,726 are exercisable between 1 April 2018 and 31 March 2025.

		Weighted
	Number of	average
	shares	exercise price
Outstanding at 1 April 2015 (equivalent to 81 Altair options)	1,713,722	5p
Options granted during the year	-	-
Forfeited during the year	-	-
Exercised during the year	-	-
Expired during the year	-	-
Outstanding at 31 March 2016	1,713,722	5p
Exercisable at 31 March 2016	-	-

The exercise price of the options outstanding at 31 March 2016 is 5p.  The weighted average remaining contractual life of the options at 31 March 2016 is 9 years.

The weighted average fair value of the share options at modification date was £0.162.  The fair value of the options was calculated using the Black-Scholes valuation model. The key inputs into the model were as follows:

Weighted average share price		37.5p
Expected volatility		1%
Risk free rate		0.8%
Option life		9.6 years

On 20 August 2015, the Company granted 1,360,000 unapproved share options to certain employees and directors of the Group at an exercise price of 29.5p.  The options are exercisable between the date granted and 22 August 2020.

		Weighted
	Number of	average
	shares	exercise price
Outstanding at 1 April 2015	-	-
Options granted during the year	1,360,000	29.5p
Forfeited during the year	-	-
Exercised during the year	-	-
Expired during the year	-	-
Outstanding at 31 March 2016	1,360,000	29.5p
Exercisable at 31 March 2016	1,360,000	29.5p

The exercise price of the options outstanding at 31 March 2016 is 29.5p.

The weighted average remaining contractual life of the options at 31 March 2016 is 4.4 years.

The weighted average fair value of the share options at grant date was £0.092.  The fair value of the options was calculated using the Black-Scholes valuation model.  The key inputs into the model were as follows:

Weighted average share price		37.5p
Expected volatility		1%
Risk free rate		0.8%
Option life		5 years

On 31 March 2016, the Company granted 103,093 unapproved share options to a certain director of the Group at an exercise price of 5p.  The options are exercisable between the 31 March 2018 and 31 March 2021.

		Weighted
	Number of	average
	shares	exercise price
Outstanding at 1 April 2015	-	-
Options granted during the year	103,093	5p
Forfeited during the year	-	-
Exercised during the year	-	-
Expired during the year	-	-
Outstanding at 31 March 2016	103,093	5p
Exercisable at 31 March 2016	-	-

The exercise price of the options outstanding at 31 March 2016 is 5p.

The weighted average remaining contractual life of the options at 31 March 2016 is 5 years.

The weighted average fair value of the share options at grant date was £0.417. The fair value of the options was calculated using the Black-Scholes valuation model. The key inputs into the model were as follows:

Weighted average share price		37.5p
Expected volatility		21.5%
Risk free rate		0.88%
Option life		5 years

23      Operating lease arrangements

At the balance sheet date, the Group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
	2016		2015
	£		£
Within one year	39,400		36,400
In the second to fifth years inclusive	91,000		127,400
	130,400		163,800
Operating lease payments represent rentals payable by the Group for certain of its office properties.

24      Related party disclosures

Balances and transactions between the Group and other related parties are disclosed below:

Remuneration of Directors and key management personnel

The remuneration of the directors, who are the key management personnel of the Group, is set out below in aggregate for each of the categories specified in IAS 24 Related Party Disclosures.

	2016		2015
	£		£
Short-term employee benefits	586,283		500,000
Share-based payments	212,116		8,940
Post-retirement benefits	22,934		21,220
	821,333		530,160

Directors' transactions

Dividends totalling £49,709 were paid in the year in respect of Ordinary shares held by the Company's directors.

During the year the Group charged £24,060 to DMJ Consultancy Services Limited for administrative services, a company in which Derek Joseph serves as a director.  At 31 March 2016, the balance owed to the Group by DMJ Consulting Limited was £14,436.

During the year the Group was charged £12,410 by Jeffrey Zitron for consultancy services.

25      Retirement benefit schemes

Defined contribution schemes

	2016		2015
	£		£
Contributions payable by the Group for the year	130,400		163,800

26      Control

In the opinion of the Directors there is no single ultimate controlling party.

27      Financial instruments

Financial risk management

The Group's activities are exposed to a variety of market risk (including foreign currency risk and interest rate risk), credit risk and liquidity risk.

Credit risk

Credit risk is the risk of financial loss to the Group resulting from counterparties failing to discharge their obligations to the Group.  The Group's principal financial assets are trade and other receivables and cash and cash equivalents.

The Group considers its credit risk to be low.  Of the total trade receivables at the 2016 year end, £68,808 (2015: £95,841) is due from one customer.  There are no other customers that represent more than 7% of the total balance of trade receivables.  The maximum exposure to credit risk is equal to the carrying value of these instruments.

Liquidity risk

Liquidity risk is the risk of the Group being unable to meet its liabilities as they fall due.  The Group manages liquidity risk by maintaining sufficient cash reserves and holding banking facilities, and by continuously monitoring forecast and actual cash flows.  In addition, the Group is a cash generative business with income being received regularly over the course of the year. The Group held cash reserves of £2,552,642 at the year-end.

Foreign currency risk

Foreign exchange risk is the risk of loss due to adverse movements in the exchange rates affecting the Group's profits and cash flows.  Only a very small number of clients are invoiced in Euros and the foreign exchange exposure is not considered a significant risk.  The Group's principal financial assets are cash and cash equivalents and trade and other receivables, which are almost exclusively denominated in Pounds Sterling.

Interest rate risk

The Group does not undertake any hedging activity in this area.  The main element in interest rate risk involves sterling deposits which are placed on deposit.

Capital risk management

Capital requirements of the Group are governed by internal requirements. Internal working capital requirements are low and the only need to retain capital is for remuneration.

28      Post Balance Sheet event

In line with the remuneration policy, the Remuneration committee agreed that 500,000 share options would be granted to key members of staff in recognition of their services in 2015-16.

29      Capital commitments

There were no capital commitments at 31 March 2016.

30      Contingent liabilities

There were no contingent liabilities at 31 March 2016.

 

END

 

 

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