Final Results

RNS Number : 3824N
Hermes Pacific Investments PLC
28 September 2012
 



HERMES PACIFIC INVESTMENTS PLC

(AIM: HPAC)


Final results for year ended 31 March 2012

 

Hermes Pacific Investments Plc today reports its financial results for the year ended 31 March 2012.

 

Contacts


Hermes Pacific Investments Plc


Haresh Kanabar, Non-Executive Chairman

Tel:  +44 (0)  207 290 3340



WH Ireland Limited (Nominated Adviser & Broker)


Marc Davies/ Mike Coe

Tel: +44 (0) 117 945 3470

 

Note to Editors:

 

The Company's investment policy was approved by shareholders at a general meeting of the Company held on 20 August 2012.   The proposed investments to be made by the Company may be either quoted or unquoted; made by direct acquisition of an equity interest; may be in companies, partnerships, joint ventures; or direct interests in projects in South East Asia including, but not limited to, investments in the financial sector. The Company's equity interest in a proposed investment may range from a minority position to 100 per cent. ownership.

 

The Company will identify and assess potential investment targets and where it believes   further investigation is required and subject to assessment of potential risk, intends to appoint appropriately qualified advisers to assist.

 

The Company proposes to carry out a project review process in which all material aspects of any potential investment will be subject to due diligence, as considered appropriate by the Board. It is likely that the Company's financial resources will be invested in a small number of projects  or  potentially in just one investment which may be deemed to be a reverse takeover under the AIM Rules.

 

Where this is the case, it is intended to mitigate risk by undertaking an appropriate due diligence process. Any transaction constituting a reverse takeover under the AIM Rules will require Shareholder approval. The possibility of building a broader portfolio of investment assets has not, however, been excluded.

 

The Company intends to deliver shareholder returns principally through capital growth rather than capital distribution via dividends. Given the nature of the Company's Investment Policy, the Company does not intend to make regular periodic disclosures or calculations of net asset value.

 

 



Chairman's Statement

 

I am pleased to report the results of Hermes Pacific Investments Plc ("HPAC" or the "Company"), formerly Indian Restaurants Group Plc ("IRG"), following a change of name on 20 August 2012, for the 12 month period ended 31 March 2012.

 

Review of the Company's Operations

 

It has been a year of great change for the Company which has seen the Company dispose of its trading business and became an investing company. On 18 July 2011, the Company announced that it had entered into a conditional agreement to dispose of Chandan Limited ("Chandan"), through which directly or indirectly all of the Company's restaurant related business operated, to Swadha Limited (the "Sale"). The total consideration for the Sale was £250,000 of which £150,000 was paid on completion with the balance of £100,000 to be paid in 78 equal weekly instalments ("Deferred Consideration"). To date, the Company has received £38,490 of the Deferred Consideration. As a term of the Sale and Purchase Agreement, the Company agreed to capitalise intercompany loans to the Chandan Group amounting to, in aggregate, £610,000.

 

In view of the size and the fundamental nature of the disposal of Chandan by the Company, it was a requirement of the AIM Rules for Companies ("AIM Rules") that the Sale be approved by shareholders of the Company ("Shareholders") at a general meeting of the Company. The Sale completed on 1 September 2011 following approval from Shareholders at a General Meeting of the Company on 26 August 2011 (the "2011 General Meeting"), at which time the Company became an investing company under the AIM Rules. An investing policy was also approved at the 2011 General Meeting. The investing policy was to acquire either minority interests or controlling stakes, either through the issue of securities or for cash, in quoted and non-quoted companies operating in the finance sector.

 

Since the Sale completed, the Company has attempted to maintain a low cost base whilst its directors endeavoured to raise further funds and began considering suitable investment opportunities and alternative sources of income for the Company.

 

Under the AIM Rules, the Company was required to make an acquisition or acquisitions which constitute a reverse takeover or otherwise to implement its investing policy to the satisfaction of the London Stock Exchange before 1 September 2012, being the anniversary of the Sale. On 27 July 2012, the Company was pleased to announce that it had raised new equity finance via a subscription, appointed three new members to the board of the Company and adopted a new investing policy focussing on investments in South East Asia. On 23 August 2012, the Company made its first investments under its new investment policy and made further investments on 31 August 2012, all in the financial services sector ("the Investments"). Following the Investments, the Company received confirmation that its investing policy had been implemented.

 

Financial Review

 

For the year under review, the Company recorded revenues of £0.9 million, all relating to the Chandan business disposed of during the year. The loss attributable to continued operations was £0.2 million. At the year end, the Company reported net assets of £0.04 million.

 

Subscription

 

On 27 July 2012, the Company announced that it completed a share subscription raising £320,000 (approximately £300,000 net of expenses) through the issue of 32,000,000 new ordinary shares of 0.5p each ("Ordinary Shares"), at a subscription price of 1p per new Ordinary Share ("Subscription Shares"). The net proceeds of the Subscription enabled the Company to implement its new Investing Policy approved by the Shareholders at the General Meeting held on 20 August 2012 (the "2012 General Meeting"), satisfy existing creditors and provide the Company with general working capital.

 

Investing Policy

 

The directors will be seeking re-approval of, inter alia, the investing policy as set out below at the annual general meeting of shareholders, which is to be held on 25 October 2012. The investing policy has not changed from that approved by shareholders at the 2012 General Meeting:

 

The proposed investments to be made by the Company may be either quoted or unquoted; made by direct acquisition of an equity interest; may be in companies, partnerships, joint ventures; or direct interests in projects in South East Asia  including, but not limited to, investments in the financial sector. The Company's equity interest in a proposed investment may range from a minority position to 100 per cent. ownership.

 

The Company will identify and assess potential investment targets and where it believes further investigation is required and subject to assessment of potential risk, intends to appoint appropriately qualified advisers to assist.

 

The Company proposes to carry out a project review process in which all material aspects of any potential investment will be subject to due diligence, as considered appropriate by the Board. It is likely that  the Company's financial resources will be invested in a small number of projects or potentially in just one investment which may be deemed to be a reverse takeover under the AIM Rules.

 

Where this is the case, it is intended to mitigate risk by undertaking an appropriate due diligence process. Any transaction constituting a reverse takeover under the AIM Rules will require Shareholder approval. The possibility of building a broader portfolio of investment assets has not, however, been excluded.

 

The Company intends to deliver shareholder returns principally through capital growth rather than capital distribution via dividends. Given the nature of the Company's Investment Policy, the Company does not intend to make regular periodic disclosures or calculations of net asset value.

 

Appointment of Directors

 

On 27 July 2012, the board was strengthened by the appointment of two new non-executive directors, John Berry and John Morton, both of whom took part in the Subscription. It is envisaged that these new Directors will assist the Company in reviewing and assessing potential investments which will enable the Company to generate value for shareholders.

 

On 17 September 2012 it was announced that Alfredo Villa and Matt Wood resigned as non-executive directors.

 

Change of Name

 

At the 2012 General Meeting, the Shareholders approved the Company's change of name from Indian Restaurants Company plc to Hermes Pacific Investments plc to reflect the South East Asian focus of the Company's newly adopted Investing Policy.  

 

Investments

 

During August 2012, the Company took minority equity stakes in three quoted companies with exposure to South East Asia. £71,952 was invested in Deutsche Forfait AG, which is listed on the Deutsche Börse and is involved in trade finance with a focus on emerging markets, including South East Asia, £49,023 was invested in DBS Bank Limited ("DBS") and £49,853 in Overseas Chinese Banking Corporation Limited ("OCBC"). Both DBS and OCBC are listed on the Singapore Stock Exchange and involved in the banking industry in South East Asia. All investments were made at market price.

 

Outlook

 

Following the significant changes in the year under review and those post year end, I am looking forward to assessing further investments in line with our Investing Policy. The board will continue to review potential investments and may undertake fundraisings in the future to facilitate such potential investments.  I would like to thank our Shareholders for their continued support.

 

Haresh Kanabar

Chairman

 

27 September 2012

 

 



CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 MARCH 2012

 



 

Year ended

31 March

18 months ended

31 March


Note

2012

2011



£'000

£'000





Continuing operations




Revenue

3

-

3,598

Cost of sales


-

(810)



            

            

gross profit


-

2,788





Other operating income


-

10

Administrative expenses

4

(196)

(4.417)



           

           

Operating loss


(196)

(1,619)





Finance income

7

-

3

Finance costs

7

-

(1)



            

            

Loss on ordinary activities before tax


(196)

(1,617)





Tax expense

10

-

-



            

            

Loss for the year from continuing activities


(196)

 

(1,617)

Discontinued operations


 

Loss for the year from discontinued operations

11

(19)

-



            

            

Loss for the year


(215)

(1,617)



            

            









Basic and diluted loss per share




From continuing operations

12

(1.1)p

(9.6)p

From discontinuing operations

12

  (0.1)p

-



            

            



(1.2)p

(9.6)p



                      

                      





 

 



CONSOLIDATED BALANCE SHEET

AS AT 31 MARCH 2012

 



As at

31 March

As at

31 March



2012

2011


Notes

£'000

£'000

ASSETS




Non-current assets

Goodwill

 

    13

 

                             -

 

                             475

Property, plant and equipment

14

-

292



             

             



-

767

Current assets

Inventories

 

    17

 

                                -

 

                               20

Trade and other receivables

18

61

295

Cash and cash equivalents

 

16

   

39

 

142



       _     

             



100

457

LIABILITIES




Current liabilities




Trade and other payables

19

(58)

(755)

Financial liabilities -borrowings

20

-

(123)



            

            



(58)

(878)



            

            

Net current (liabilities)/assets


42

(421)



            

            

 

Non-current liabilities

Financial liabilities -borrowings

 

NET ASSETS

 

 

    20

 

 

                             -

                                

                         42

 

 

                          (89)  

                                 

                           257



            

            





SHAREHOLDERS' EQUITY




Issued share capital

21

1,336

1,336

Share premium account


3,563

3,563

Share based payments reserve


139

139

Retained earnings


(4,996)

(4,781)



            

            

TOTAL EQUITY


42

257



            

            





 

 



COMPANY BALANCE SHEET

AS AT 31 MARCH 2012

 

 

 


 

As at

31 March

 

As at

31 March



2012

2011


Notes

£'000

£'000

ASSETS




Non-current assets




Property, plant and equipment

14

-

2



            

            



-

2

Current assets




Trade and other receivables

18

61

305

Cash and cash equivalents

16

39

88



            

            



100

393

LIABILITIES




Current liabilities




Trade and other payables

19

(58)

(139)



            

            



(58)

(139)



            

            

Net current assets


42

254



            

            

NET ASSETS


42

256



            

            

SHAREHOLDERS' EQUITY




Issued share capital

21

1,336

1,336

Share premium account


3,563

3,563

Share based payments reserve


139

139

Retained earnings


(4,996)

   (4,782)



            

            

TOTAL EQUITY


42

256



            

            





 

 



CONSOLIDATED CASH FLOW STATEMENT

FOR THE YEAR ENDED 31 MARCH 2012

 

 

 


 

As at

31 March

 

As at

31 March



2012

2011


Notes

£'000

£'000

ASSETS




Non-current assets




Property, plant and equipment

14

-

2



            

            



-

2

Current assets




Trade and other receivables

18

61

305

Cash and cash equivalents

16

39

88



            

            



100

393

LIABILITIES




Current liabilities




Trade and other payables

19

(58)

(139)



            

            



(58)

(139)



            

            

Net current assets


42

254



            

            

NET ASSETS


42

256



            

            

SHAREHOLDERS' EQUITY




Issued share capital

21

1,336

1,336

Share premium account


3,563

3,563

Share based payments reserve


139

139

Retained earnings


(4,996)

   (4,782)



            

            

TOTAL EQUITY


42

256



            

            





 

 



CONSOLIDATED CASH FLOW STATEMENT

FOR THE YEAR ENDED 31 MARCH 2012

 


Note

   Year ended

31 March 2012

18 months ended

31 March 2011



£'000

£'000





Cash flows from operating activities

23

(309)

(630)





Cash flows from investing activities




Purchase of property, plant and equipment


-

(4)

Income from disposal of subsidiary undertakings


260

(66)

Interest received


-

3



          

          

Net cash (used in)/from investing activities


260

(67)



          

          

Cash flows from financing activities




Proceeds of share issues


-

140



          

          

Net cash from financing activities


-

140



          

          



          

          

Decrease in cash and cash equivalents


(49)

(557)

Cash and cash equivalents at start of period

15

88

645



          

          

Cash and cash equivalents at end of period

15

39

88



          

           





 

 



STATEMENTS OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 MARCH 2012

 

CONSOLIDATED

 


 

Ordinary share capital

 

Deferred share capital

 

 

Share premium

Share

based payments reserve

 

 

Retained earnings

 

 

 

Total


£'000

£'000

£'000

£'000

£'000

£'000








At 1 October 2009

Share re-organisation

1,308

(1,243)

-

1,243

3,451

-

139

-

(3,164)

-

1,734

-

Share issue

28

-

112

-

-

140

Total comprehensive loss for the period

-

-

-

-

(1,617)

(1,617)


             

             

             

             

             

             

At 1 April 2011

93

1,243

3,563

139

(4,781)

257

Share re-organisation

-

-

-

-

-

-

Share issue

-

-

-

-

-

-

Total comprehensive loss for the period

-

-

-

-

(215)

(215)


             

             

             

             

             

             

At 31 March 2012

93

1,243

3,563

139

(4,996)

42


             

             

             

              

              

              








 

COMPANY

 


 

Ordinary share capital

 

Deferred share capital

Share premium

Share

based payments reserve

 

 

Retained earnings

 

 

 

Total


£'000

£'000

£'000

£'000

£'000

£'000








At 1 October 2009

Share re-organisation

1,308

(1,243)

-

1,243

3,451

       -

139

-

(2,882)

-

2,016

-

Share issue

28

-

112

-

-

140

Total comprehensive loss for the period

-

-

-

-

(1,900)

(1,900)


             

             

             

             

             

             

At 1 April 2011

93

1,243

3,563

139

(4,782)

256

Share re-organisation

-

-

-

-

-

-

Share issue

-

-

-

-

-

-

Total comprehensive loss for the period

-

-

-

-

(214)

(214)


             

             

             

             

             

             

At 31 March 2012

93

1,243

3,563

139

(4,996)

42


              

              

             

              

              

              

 

 



NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2012

 

1.    General information

 

This announcement has been prepared in accordance with International Financial Reporting Standards ("IFRS") but in itself does not contain sufficient information to comply with IFRS.  Details of the accounting policies are set out in the annual report for the year ended 31 March 2012

 

2.    Accounting policies

 

The following accounting policies have been applied consistently in dealing with items which are considered material in relation to the Group's financial statements.

 

Going concern

 

The consolidated financial statements have been prepared on a going concern basis as, after making appropriate enquiries, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future at the time of approving the financial statements. 

 

Basis of consolidation

 

The consolidated financial statements incorporate the financial statements of the Company and enterprises controlled by the Company made up to 31 March 2012.  The excess of cost of acquisition over the fair values of the Group's share of identifiable net assets acquired is recognised as goodwill.  Any deficiency of the cost of acquisition below the fair value of identifiable net assets acquired is recognised directly in the income statement.

 

Business combinations

 

The Group adopts the purchase method in accounting for the acquisition of subsidiaries.  On acquisition the cost is measured at the fair value of the assets given, plus equity instruments issued and liabilities incurred or assumed at the date of exchange plus any costs directly attributable to the acquisition.  The assets acquired and liabilities and contingent liabilities assumed in a business combination are measured at their fair value at the date of acquisition. Any excess of the fair value of the consideration over the fair value of the identifiable net assets acquired is recorded as goodwill.

 

Any deficiency of the fair value of the consideration below the fair value of identifiable net assets acquired is credited to the income statement in the period of the acquisition.

 

The results of subsidiary undertakings acquired or disposed of during the year are included in the consolidated income statement from the effective date of acquisition or up to the effective date of disposal.

 

Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by the group. Inter-company transactions and balances between group companies are eliminated.

 

Critical accounting estimates and judgments

 

The preparation of financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of the Group's accounting policies with respect to the carrying amounts of assets and liabilities at the date of the financial statements, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting year.  The judgements, estimates and associated assumptions are based on historical experience and various other factors

that are believed to be reasonable under the circumstances, including current and expected economic conditions. Although these judgements, estimates and associated assumptions are based on management's best knowledge of current events and circumstances, the actual results may differ.  Estimates and underlying assumptions are reviewed on an ongoing basis.  Revisions to accounting estimates are recognised in the year in which the estimate is revised and in any future years affected.

 

The judgements, estimates and assumptions which are of most significance to the Group are detailed below:

 

Goodwill

 

The Group tests goodwill for impairment on an annual basis or more frequently if there are indications that the amount may be impaired.  The impairment analysis for such assets is principally based upon discounted estimated future cash flows based on value in use calculations.  Such an analysis includes an estimation of the future anticipated results and cash flows, annual growth rates and the appropriate discount rates.

 

Valuation of share based payments

 

The charge for share based payments is calculated in accordance with the methodology described in note 21.  The model requires highly subjective assumptions to be made including the future volatility of the Company's share price, expected dividend yield and risk-free interest rates.

 

Segmental Reporting

A business segment is a group of assets and operations engaged in providing products or services that are subject to risks and returns that are different from those of other business segments.  A geographical segment is engaged in providing products or services within a particular economic environment that is subject to risks and returns that are different from those of segments operating in other economic environments.

 

The Group's primary reporting format is by business segment and its secondary format is by geographical segment.

 

Goodwill

Goodwill represents the excess of the cost of an acquisition over the fair value of the company's share of the net identifiable assets of the acquired subsidiary at the date of acquisition. Goodwill is included in intangible assets and is tested annually for impairment or when there is an indication of impairment. Any impairment is recognised immediately in the income statement and is not subsequently reversed.

 

Property, plant and equipment

Property, plant and equipment are stated at cost less accumulated depreciation and any impairment losses.

 

The charge for depreciation is calculated to write down the cost of tangible fixed assets to their estimated residual values over their expected useful lives, as follows:

 

Leasehold premises                                                over the term of the lease

Plant and machinery                                               15% reducing balance

     Fixtures and fittings                                            15% reducing balance

Motor vehicles                                                        25% reducing balance

 

Impairment provisions are made where the carrying value of tangible fixed assets exceeds the recoverable amount.

 

Revenue recognition

Revenue represents the fair value of the consideration received or receivable, net of Value Added Tax, for goods sold and services provided to customers after deducting discounts.  Revenue is recognised when the significant risks and rewards of ownership are transferred.

 

Deferred taxation

Deferred taxation is provided in full using the liability method on temporary differences between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. Deferred tax is determined using tax rates that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled.

 

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

 

Leased assets

Expenditure on operating leases is charged to the income statement on a basis representative of the benefit derived from the asset, normally on a straight line basis over the lease period.

 

Where fixed assets are financed by financing arrangements which give rights approximating to ownership they are treated as if they had been purchased outright at their fair value and the corresponding commitments are shown in the balance sheet as obligations under finance leases and hire purchase contracts.  Depreciation of fixed assets acquired under finance leases and hire purchase contracts is calculated to write off the attributed cost over the shorter of the lease or contract term and their estimated useful lives by equal annual instalments.  The excess of the total rentals over the amount capitalised is treated as interest which is charged to the profit and loss account in proportion to the amounts outstanding under the lease and hire purchase contracts.

 

Share based payments

The Company operates an employee share scheme under which it makes equity-settled share based payments to certain employees.  For share based payments to employees of the Company, the fair value is determined at the date of grant using a Black Scholes model, and is expensed on a straight line basis together with a corresponding increase in equity over the vesting period, based on the group's estimate of the number of shares that will vest.

 

Cash and cash equivalents

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

 

Borrowing costs

All borrowing costs are recognised in the income statement for the period in which they are incurred.

 

Investments available for sale

Investments classified as available for sale are initially recorded at fair value including transaction costs.  Quoted investments are held at fair value and measured either at bid price or latest traded price, depending on convention of the exchange on which the investment is quoted.  Such instruments are subsequently measured at fair value with gains and losses being recognised directly in equity until the instrument is disposed of or is determined to be impaired, at which time the cumulative gain or loss previously recognised in equity is recycled to the income statement and recognised in profit or loss for the period.  Impairment losses are recognised in the Income Statement when there is objective evidence of impairment. 

 

Financial instruments

Financial assets and liabilities are recognised in the balance sheet when the Group becomes party to the contractual provisions of the instrument.

 

Trade and other receivables

Trade receivables are measured at cost less any provision necessary when there is objective evidence that the group will not be able to collect all amounts due.

 

Trade and other payables

Trade and other payables are not interest bearing and are measured at original invoice amount.

 

inventories

 Inventories are stated at the lower of cost or net realisable value.

 

3.    Segmental information

 

Segment information is presented in respect of the group's business segments.  The primary business segments are based on the group's reporting structure.  As all the Group's operations are in the UK no geographical analysis has been disclosed.

 

Segmental results include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. 

     


Restaurants

Head Office

Group


£'000

£'000

£'000

Year ended 31 March 2012




Revenue




Sales to external customers

     -

-

-


             

             

             





Results




Operating profit/(loss) before interest and tax

-

(196)

(196)

Net finance income/(expense)

-

-

-


             

             

             

Profit/(loss) before tax

-

(196)

(196)

Taxation

-

-

-


             

             

             

Profit/(loss) for the year from continuing activities

-

(196)

(196)

Loss for the year from discontinued operations



(19)




             

Loss for the year



(215)




             

Assets and liabilities




Segment assets

-

100

100

Segment liabilities

-

(58)

(58)


             

             

             

Total net assets

-

(42)

42


             

             

             

Other segment information




Capital expenditure




Property, plant & equipment

-

-

-





Depreciation

-

2

2


             

             

             





 

 


Restaurants

Head Office

Total Group


£'000

£'000

£'000

18 months ended 31 March 2011




Revenue




Sales to external customers

    3,598

-

  3,598


             

             

             

Result




Operating profit/(loss) before interest and tax

51

(1,670)

(1,619)

Net finance (cost) income

(1)

3

2


             

             

             

Loss before tax

50

(1,667)

(1,617)

Taxation

-

-

-


             

             

             

Loss for the year from continuing operations

50

(1,667)

(1,617)

Loss for the year from discontinued operations



-




             

Loss for the year



(1,617)




             

Assets and liabilities




Segment assets

1,132

92

1,224

Segment liabilities

(828)

(139)

(967)


             

             

             

Total net assets

304

(47)

257


             

             

             

Other segment information




Capital expenditure




Property, plant & equipment

9

4

13





Depreciation

74

4

78


             

             

             





 

4.    Operating loss



 

Year ended

 31 March 2012


 

18 months ended

31 March 2011



£'000


£'000


The operating loss is stated after charging the following, included in administrative expenses:





Depreciation

2


78


Impairment of goodwill

-


998


Staff costs

75


1,845


Other admin costs

119


1,000


Operating lease rentals

-


496



            


            



196


4,417



            


            






 

As permitted by section 408 of the Companies Act 2006 the income statement of the Parent Company is not presented as part of these financial statements.  The Company made a loss for the period of £215,000 (18 months to 31 March 2011 - £1,617,000).

 

 

5.   Auditors' remuneration



 

Year ended

 31 March 2012


 

18 months ended

31 March 2011



£'000


£'000


Audit fees:





- statutory audit of the Group accounts

9


6


- statutory audit of the company's subsidiaries

3


9



            


            



12


15



            


            






 

6.   Other operating income



 

Year ended

     31 March 2012


 

18 months ended

 31 March 2011



£'000


£'000







Rent received

-


10



            


            



-


10



            


            

 

7    Finance income and costs

 



Year ended

 31 March 2012


18 months ended

 31 March 2011



£'000


£'000







Bank interest receivable

-


3


Interest payable on bank loans

-


   (1)



            


            



-


2



            


            

 

8.   Directors' emoluments

 



Year ended

 31 March 2012


18 months ended

 31 March 2011



£'000


£'000







Emoluments for qualifying services

65


495


Pension contributions

5


11



            


            



70


506



            


            







The above includes amounts paid to the highest paid director as follows:-





Emoluments for qualifying services

40


165


Pension contributions

-


11



            


            



40


176



            


            

 

No directors exercised share options during the year (2011: nil)

 

9.   Employees and staff costs

 

The average number of employees was as follows:



Year ended

 31 March 2012


18 months ended

 31 March 2011



No.


No.







Management

1


4


Restaurants

-


67



              


              



1


71



              


              











Staff costs for the above employees were as follows:

 



Year ended

 31 March 2012


18 months ended

   31 March 2011



£'000


£'000







Wages and salaries

65


1,771


Social security costs

5


63


Pension contributions

5


11



              


              



75


1,845



              


              

 

The pension contributions were made to the personal pension scheme of a director of the company. 

 

10.  Taxation



Year ended

 31 March 2012


18 months ended

31 March 2011



£'000


£'000


Continuing operations:





Current tax charge

-


-


Adjustment in respect of prior years

-


-



            


           


Current tax credit

-


-



            


            


 

Factors affecting the tax charge for the period





Loss from continuing operations before taxation

(196)


(1,617)







Loss from continuing operations before taxation multiplied by standard rate of corporation tax of 26% (2011: 28%)

(51)


(453)







Effects of:





Temporary timing differences

-


6


Non deductible expenses

-


28


Depreciation in excess of capital allowances

-


10


Unutilised tax losses

51


130


Impairment of goodwill

-


279



            


            


Current tax charge

-


-



            


            

 

The Group has approximately £4.2m (2011: £4.0m) of trading losses to carry forward and offset against future trading profits.

 

 

11.   Discontinued operations

 

Discontinued operations relate to Chandan Limited and Rice & Spice Limited which were sold on 1 September 2011.

 



Year ended

 31 March 2012


18 months ended

31 March 2011



£'000


£'000


Revenue

869


-


Expenses

(843)


-



               


               


Profit before taxation

26


-


Income tax expense

-


-



               


               


Profit from discontinued operations for the year

26


-







Impairment of goodwill

-


-


Loss on disposal of investment

(45)


-



               


               


(Loss)/profit from discontinued operations

(19)


-



               


               

 

Cash flows from discontinued operations included in the consolidated cash flow statements are as follows:



Year ended

 31 March 2012

1

18 months ended

31 March 2011



£'000


£'000







Net cash flow from operating activities

104


-


Net cash flow from investing activities

Net cash flow from financing activities

  (9)

              (141)


-

-



               


               


Total cash flows

(46)


-



               


               






 

The major classes of assets and liabilities comprising operations that were disposed of on 1 September 2011 were as follows:



Year ended

 31 March 2012


  18 months ended

31 March 2011



£'000


£'000







Goodwill

Property, plant and equipment

475

269


-

-


Inventories

19


-


Trade and other receivables

219


-


Bank and cash

54


-


 

Total assets classified as held for sale                                           

 

Trade and other payables

Bank overdrafts and loans

_______

1,036

 

(688)

(53)


_______

-

 

-

-



_______


_______


Net assets of disposal group

 

Consideration

295

 

(250)


-

 

-



               


               


Loss on disposal

45


-



               


               

 

12.  Loss per share

 



Year ended

 31 March 2012


18 months ended

 31 March 2011


Basic





Loss from continuing activities (£'000)

(196)


(1,617)


Loss from discontinued activities (£'000)

(19)


-



                     


                     



(215)


(1,617)







Number of shares

16,806,004


16,806,004



                     


                     


Basic loss per share (p)





From continuing operations

(1.1)p


(9.6)p


From discontinued operations

(0.1)p


-



   __                 


                     



(1.2)p


(9.6)p



                     


                     






There was no dilutive effect from the share options outstanding during the year.

 

13.  Goodwill

 





2012





£'000


Cost





At 1 April 2011



2,137


Derecognised on disposal of subsidiaries

 



       (475)


At 31 March 2012



1,662





                


Impairment





At 1 April 2011



(1,662)










                


At 31 March 2012



(1,662)





                


Net book value





At 31 March 2012



-





                






 





2011





£'000


Cost





At 1 October 2009



2,137





                


At 31 March 2011



2,137





                


Impairment





At 1 October 2009



(664)


Impairment charge



(998)





                


At 31 March 2011



(1,662)





                


Net book value





At 31 March 2011



475





                






 

14.   Property, plant and equipment

 

GROUP

 



Leasehold buildings

Fixtures

& Fittings

Motor Vehicles

Total



£'000

£'000

£'000

£'000


Cost






At 1 October 2009

359

352

7

718


Additions


13

-

13


Disposals


-

-

-



                 

                 

                 

                 


At 31 March 2011

359

365

7

731


Additions

-

-

-

-


Disposals

(359)

(353)

(7)

(719)



                 

                 

                 

                 


At 31 March 2012

-

12

-

12



                 

                 

                 

                 


Accumulated depreciation






At 1 October 2009

168

190

3

361


Charge for the year

29

48

1

78


On disposal

-

-

-

-



                 

                 

                 

                 


At 31 March 2011

197

238

4

439


Charge for the period

-

2

-

2


On disposal

(197)

(228)

(4)

(429)



                 

                 

                 

                 


At 31 March 2012

-

12

-

12



                 

                 

                 

                 


Net book value






At 31 March 2012

-

-

-

-



                 

                 

                 

                 








At 31 March 2011

162

127

3

292



                 

                 

                 

                 


 

 





 

COMPANY

 






Fixtures

& Fittings






£'000


Cost






At 1 October 2009




10


Additions




2






                 


At 31 March 2011




12


Additions




-






                 


At 31 March 2012




12






                 


Accumulated depreciation






At 1 October 2009




6


Charge for the year




4






                 


At 31 March 2011




10


Charge for the period




2






                 


At 31 March 2012




12






                 








Net book value






At 31 March 2012




-






                 








At 31 March 2011




2






                 













 

15.  Investments - available for sale

 

COMPANY



Subsidiary undertakings

 

Total



£'000

£'000


Cost and net book value




At 1 April 2011

-

-


Impairment of investment

-

-



                    

                    


At 31 March 2012

-

-



                    

                    







Subsidiary undertakings

 

Total


Cost and net book value




At 1 October 2009

880

880


Impairment of investment

(880)

(880)



                    

                    


At 31 March 2011

-

-



                    

                    

 

16.   Cash and cash equivalents   

 



Group


Company



2012

2011


2012

2011



£'000

£'000


£'000

£'000









Cash at bank and in hand

39

142


39

88



               

               


                  

               



39

142


39

88



               

               


                  

               








Cash, cash equivalents and bank overdrafts include the following for the purposes of the cash flow statement:

 



Group


Company



2012

2011


2012

2011



£'000

£'000


£'000

£'000









Cash and cash equivalents

39

142


39

88


Bank overdraft

-

(8)


-

-



               

               


                  

               



39

134


39

88



               

               


                  

               








 

17.  Inventories   

 



Group


Company



2012

2011


2012

2011



£'000

£'000


£'000

£'000









Inventories

-

20


-

-



               

               


                  

               



-

20


-

-



               

               


                  

               

 

18.  Trade and other receivables



Group


Company



2012

2011


2012

2011



£'000

£'000


£'000

£'000









Trade receivables

-

9


-

-


Amounts due from subsidiary undertakings

-

-


-

303


Other receivables

Prepayments and accrued income

61

                -

84

           202        


61

                -

2

                -



               

               


                  

                  



61

295


61

305



               

               


                  

               

 

Included in other receivables are amounts of nil (2011: £2,000) due after more than one year.

 

19.   Trade and other payables



Group


Company



2012

2011


2012

2011



£'000

£'000


£'000

£'000









Trade payables

53

378


53

2


Taxation and social security

-

133


-

14


Other payables

-

67


-

33


Accruals and deferred income

5

177


5

90



                

                


                

                



58

755


58

139



                

                


                

                

 

20.   Financial liabilities - borrowings



Group


Company



2012

2011


2012

2011



£'000

£'000


£'000

£'000


Current:







Bank overdrafts

-

8


-

-


Bank loans

-

104


-

-


Obligations under finance leases

-

11


-

-



             

             


             

             



-

123


-

-



             

             


             

             


Non current:




-

-


Bank loans

-

89


-

-


Obligations under finance leases

-

-


-

-



             

             


             

             



-

89


-

-



             

             


             

             

 

The maturity date of the Group's financial liabilities is provided in note 22.

The bank loans are secured against the assets of the subsidiary undertaking to which they relate.  Interest on the loans is charged at base rate plus a margin of between 1.75 per cent and 2.5 per cent per annum. 

 

21.   Share capital

 


Group and Company




2012

2011



£'000

£'000


Authorised




200,000,000 ordinary shares of 0.5p each

1,000

1,000


200,000,000 ordinary shares of 9.5p each

19,000

19,000



                

                



20,000

20,000



                

                


Issued and fully paid




18,658,844 ordinary shares of 0.5p each

93

93


13,079,850 deferred shares of 9.5p each

1,243

1,243



                

                



1,336

1,336



                

                

All ordinary shares rank equally in respect of shareholders' rights.

 

22.  Financial Instruments

 

Financial risk management

The Group's activities expose the Group to a number of risks including credit risk, interest rate risk and liquidity risk.  The Board manages these risks through a risk management programme. The fair value of the group's assets and liabilities at 31 March 2012 are not materially different from their book value.

 


 

Financial assets

2012

2011



£'000

£'000


Group:




Loans and receivables:




  Trade and other receivables

61

295


  Cash and cash equivalents

39

142



                   

                   


At fair value through profit and loss

100

437



                   

                   


Company:




Loan and receivables:




  Trade and other receivables

61

2


  Cash and cash equivalents

39

88



                   

                   


At fair value through profit and loss

100

90



                   

                   

 


 

Financial liabilities at amortised cost


2012

2011




£'000

£'000


Group:





  Trade and other payables


58

755


  Other financial liabilities - borrowings


-

212



   

                   

                   




58

967



    

                   

                   


Company:




  Trade and other payables


58

139


   

                   

                   



58

139


  

                   

                   

 

Credit risk

The Group monitors credit risk on an on-going basis and manages risk by concentrating on trading and placing bank deposits with reliable counterparties. The Group has no significant concentration of credit risk associated with trading counterparties. Credit risk predominantly arises from cash and cash equivalents. 

 

Interest rate risk

The group has both interest bearing assets and interest bearing liabilities. Interest bearing assets include cash balances which earn interest at a variable rate. The financial liabilities in the current year are all non-interest bearing. The Group has not entered into derivatives transactions and has not traded in financial instruments during the period under review. All the Group's debt is non-interest bearing there would be no effect on the Group if interest rates changed.

 

Liquidity risk

The Group seeks to manage liquidity risk by ensuring sufficient liquidity is available to meet foreseeable needs and to invest cash assets safely and profitably.  All cash and cash equivalents are immediately accessible.  All of the Group's financial assets are recoverable within the next six months.

 

The maturity dates of the Group's financial liabilities are shown below and are based on the period outstanding at the balance sheet date up to the contractual maturity date.

 


 

Less than

6 months

Between

6 months and 1 year

Between

1 and 5 years

 

 

Total

2012

£'000

£'000

£'000

£'000






Financial Assets





Variable interest rate instruments

39

-

-

39

Non-interest bearing

-

61

-

61


               

               

               

               


39

61

-

100


               

               

               

               






Financial Liabilities

-

-

-

-

Non-interest bearing

58

-

-

58


               

               

               

               


58

-

-

58


               

               

               

               






 


 

Less than

6 months

Between

6 months and 1 year

Between

1 and 5 years

 

 

Total

2011

£'000

£'000

£'000

£'000






Financial Assets





Variable interest rate instruments

142

-

-

142

Non-interest bearing

-

295

-

295


               

               

               

               


142

295

-

437


               

               

               

               

Financial Liabilities





Variable interest rate instruments

73

39

89

201

Non-interest bearing

Fixed interest rate instruments

755

5

-

5

-

1

755

11


               

               

               

               


833

44

90

967


               

               

               

               

 

23.   Cash flows from operating activities

 

       GROUP


Year ended

31 March 2012

18 months ended

   31 March 2011


£'000

£'000







Loss before tax - (including discontinued operations)

(215)

(1,617)

Finance income

-

(3)

Finance costs

-

1

Depreciation of property, plant and equipment

22

78

Loss on disposal of subsidiaries

45

-

Impairment of goodwill

-

998

Reverse provision for liabilities and charges

-

(25)


          

          

Operating cash flows before movements in working capital

(148)

(568)

Decrease in inventories

2

-

Decrease in trade and other receivables

14

(77)

(Decrease)/increase in trade and other payables

(19)

202


          

          

Cash flows from operating activities

(151)

(443)


          

          




 

       COMPANY                                                


Year ended

31 March 2012

18 months ended

   31 March 2011


£'000

£'000




Loss on ordinary activities before tax

(214)

(1,900)

Share based payments

-

-

Finance income

-

(3)

Depreciation of property, plant and equipment

2

4

Impairment of investment in subsidiary undertakings

-

880

Impairment of loans to subsidiary undertakings

-

351


          

          

Operating cash flows before movements in working capital

(212)

(668)

Decrease in trade and other receivables

(16)

5

Decrease in trade and other payables

(81)

33


          

          

Cash flows from operating activities

(309)

(630)


          

           




 

24.   Related party transactions

 

During the period to 31 August 2011, no purchases were made from Gandhi Imbibe Limited by the Group. (2011: £27.301).  The balance owed to Gandhi Imbibe Limited as at 31 August 2011 was £nil (2011: £nil).  Dinesh Mody, a director of Chandan Limited and Rice & Spice Limited, has a controlling interest in this company.

 

During the period to 31 August 2011, the Group purchased supplies from Gandhi Oriental Foods Limited totalling £36,089 (2011: £150,095).  The amount owed to Gandhi Oriental Foods Limited at 31 August 2011 was £29,094 (2011: £24,476).  Dinesh Mody, a director of Chandan Limited and Rice & Spice Limited, has a controlling interest in Gandhi Oriental Foods Limited.

 

During the period to 31 August 2011, the Group received marketing services from SHP Marketing Solutions Limited amounting to £1,200 (2011: £7,545). No amounts were outstanding at the period end. The wife of one of the directors is a director of SHP Marketing Solutions Limited.

 

25.   Post balance sheet events

 

On 27 July 2012, the Company announced that it had completed a share subscription raising £320,000 through the issue of 32,000,000 new Ordinary Shares at 1p per share. The net proceeds of the Subscription enabled the Company to satisfy existing creditors, provided the Company with general working capital and enabled it to implement its new Investment Policy approved by the Shareholders at the 2012 General Meeting. On 27 July 2012, the board was also enlarged by the appointment of three new non-executive directors, John Berry, Matt Wood and John Morton, all of whom took part in the Subscription.

 

At the 2012 General Meeting, the Shareholders approved the Company's change of name from Indian Restaurants Group plc to Hermes Pacific Investments plc to reflect the South East Asian focus of the Company's newly adopted investment policy. Lastly, on 23 August 2012, the Company made its first investments under its new investment policy and made further investments on 31 August 2012, all in the financial services sector.

 

26.  Publication of Non-Statutory Accounts

 

The financial information set out in this announcement does not comprise the Group's statutory accounts for the year ended 31 March 2012.

 

The financial information has been extracted from the statutory accounts of the Company for the year ended 31 March 2012. The auditors' opinion on those accounts was unmodified and did not contain a statement under section 498 (2) or section 498 (3) Companies Act 2006 and did not include references to any matters to which the auditor drew attention by the way of emphasis.

 

27.  Annual Report and Annual General Meeting

 

The Annual Report will be available from the Company's website www.hermespacificinvestments.com from 28 September 2012 and will be posted to shareholders on 28 September 2012.  The Annual Report contains notice of the Annual General Meeting of the Company which will be held at 10 a.m. on 25 October 2012 at 24 Martin Lane
, LondonEC4R 0DR

 


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