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Adeste Investments PLC (AET)

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Friday 28 April, 2006

Adeste Investments PLC

Correction: Final Results


The following replaces the "Final Results" announcement made today at 14.42
under Number PRNUK-2804. The final paragraph of the Chairman's Statement in the
earlier version should be disregarded. All other details remain the same.


For immediate release 28 April 2006

                    ADESTE INVESTMENTS PLC (the "Company")                     
               FINAL RESULTS FOR THE YEAR ENDED 31 OCTOBER 2005                

CHAIRMAN'S STATEMENT

INTRODUCTION

The Company presents its results for the year ended 31 October 2005.

RESULTS AND DIVIDEND

Turnover for the year ended 31 October 2005 decreased to £101,550 (2004: £
567,455), giving a pre-tax loss of £7,971,423 (2004: £5,217,389) after
exceptional operating expenses which include provision against loan, interest
and fees of £7,901,368 (2004: £5,068,950). The board cannot recommend the
payment of a dividend to shareholders.

BUSINESS ACTIVITY

The Company's shares were suspended from trading on AIM on 8 March 2005 at the
Company's request following the appointment of administrative receivers to
Chesterton International Limited and thus the outstanding borrowings amounting
to approximately £7.2 million could no longer be repaid and which were
guaranteed by the company. National Westminster Bank subsequently demanded
payment under a guarantee given by the company for £1.6 million on the 14th
March 2005 and issued Statutory Demand on 17th March 2005. As the Company was
unable to meet this claim by the Bank, on 30 March 2005, after being made aware
of the financial position of the company, the secured creditor of the company,
Kaloshar Limited, appointed Antony Batty of Antony Batty & Co as administrator
to the company.

National Westminster Bank cancelled their demand against the company on the
likelihood of receiving a substantial payment on the sale of Chesterton assets
which could lead to them being repaid in due course by Chesterton International
Limited and Chesterton Limited.

The Directors over a number of months, worked toward a set of solutions for
which shareholder approval was given at a creditors meeting of the 6th
September 2005 and the Court were notified that the Company was no longer in
Administration.

At the Company's Extraordinary General meeting on the 7th October 2005 the
Company changed its name from Resurge Plc to Adeste Investments PLC and also
restructured its Share Capital as detailed in note 13 to the accounts.

CONTINUING OPERATIONS

The company continues to generate income through its current operations and
will be seeking further transactions to produce income and expand the business.


Adeste Investments PLC

PROFIT AND LOSS ACCOUNT

for the year ended 31 October 2005


                                          Notes              2005              2004 
                                                                £                 £ 
                                                                                    
TURNOVER                                      1           101,550           567,455 
                                                                                    
Direct costs                                             (139,586)          (37,874)
                                                                                    
Other operating expenses - exceptional        2        (7,901,368)       (5,068,950)
                                                                                    
- other                                                   (29,163)         (571,805)
                                                                                    
                                                                                    
                                                                                    
OPERATING LOSS                                         (7,968,567)       (5,111,174)
                                                                                    
Loss on disposal of fixed asset                                 -          (104,085)
investments                                                                         
                                                                                    
Interest receivable                                         1,973             8,309 
                                                                                    
Amounts written off fixed asset                                 -            (9,000)
investments                                                                         
                                                                                    
Interest payable                              3            (4,829)           (1,439)
                                                                                    
                                                                                    
                                                                                    
LOSS ON ORDINARY ACTIVITIES BEFORE            4        (7,971,423)       (5,217,389)
TAXATION                                                                            
                                                                                    
Taxation                                      6                 -           164,464 
                                                                                   
LOSS ON ORDINARY ACTIVITIES AFTER            14        (7,971,423)       (5,052,925)
TAXATION                                                                            
                                                                                    
LOSS PER SHARE                                7                                     
                                                                                    
Basic                                                     (11.07p)           (7.02p)
                                                                                   
Diluted                                                   (11.07p)           (7.02p)
                                                                                    
 
The operating loss for the year arises from the company's continuing
operations.

No separate Statement of Total Recognised Gains and Loss has been prepared as
all such gains and losses have been dealt with in the profit and loss account.

Adeste Investments PLC
BALANCE SHEET

31 October 2005


                                         Notes       2005              2004             
                                                        £                 £                
                                                                                    
FIXED ASSETS                                                                        
                                                                                    
Investments                                  8     33,789            33,790           
                                                                                    
                                                                                    
                                                                                    
CURRENT ASSETS                                                                      
                                                                                    
Debtors                                      9    209,578            22,171           
                                                                                    
Loans: due within one year                  10     58,998           765,741          
                                                                                    
Cash at bank and in hand                           36,439            33,689           
                                                                                    
                                                                                    
                                                                                    
                                                  305,015           821,601          
                                                                                    
CREDITORS: Amounts falling due within one   11   (805,951)         (605,665)        
year                                                                                
                                                                                    
                                                                                    
                                                                                    
NET CURRENT (LIABILITIES)/ASSETS                 (500,936)          215,936          
                                                                                    
                                                                                    
                                                                                    
TOTAL ASSETS LEE CURRENT LIABILITIES             (467,147)          249,726          
                                                                                    
CREDITORS: Amounts falling due after more  12  (7,254,550)                -                
than one year                                                                       
                                                                                    
                                                                                    
                                                                                    
NET CURRENT (LIABILITIES)/ASSETS               (7,721,697)          249,726          
                                                                                    
                                                                                    
                                                                                    
CAPITAL AND RESERVES                                                                
                                                                                    
Called up share capital                    13   1,440,519         1,440,519        
                                                                                    
Share premium account                           2,890,013         2,890,013        
                                                                                    
Profit and loss account                    14 (12,052,229)       (4,080,806)      
                                                                                    
                                                                                    
                                                                                    
SHAREHOLDERS' FUNDS (including non-equity  15  (7,721,697)          249,726          
interests)                                                                          
                                                                                    
                                                                                    
                                                                                    

Adeste Investments PLC
CASH FLOW STATEMENT

for the year ended 31 October 2005


                                       Notes     2005                   2004                
                                                                                      
                                                    £                      £                   
                                                                                      
Cash outflow from operating activities   16a (109,223)            (1,085,209)         
                                                                                      
Returns on investments and servicing     16b    1,973                  6,870               
of finance                                                                            
                                                                                      
Taxation                                            -                (49,385)            
                                                                                      
Capital expenditure and financial        16b        -               1,279,636           
investment                                                                            
                                                                                      
Equity dividends paid                               -                 (79,229)            
                                                                                      
                                                                                      
                                                                                      
CASH (OUTFLOW)/INFLOW BEFORE FINANCING       (107,250)                 72,683              
                                                                                      
Financing                                16b  110,000                       -                   
                                                                                      
                                                                                      
                                                                                      
INCREASE IN CASH IN THE YEAR                    2,750                  72,683              
                                                                                      
                                                                                      
                                                                                      

RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET (debt)/FUNDS

                                                 2005                   2004                
                                                                                      
                                                    £                      £                   
                                                                                      
Increase in cash in the year                    2,750                 72,683              
                                                                                      
Cash inflow from change in debt              (110,000)                     -                   
                                                                                      
                                                                                      
                                                                                      
CHANGE IN NET DEBT RESULTING FROM CASH       (107,250)                72,683              
FLOWS                                                                                 
                                                                                      
Accrued loan interest and debt from    16c (7,204,829)                     -                   
subsidiary                                                                            
                                                                                      
                                                                                      
                                                                                      
MOVEMENT IN NET (DEBT)/FUNDS IN THE        (7,312,079)                72,683              
YEAR                                                                                  
                                                                                      
NET FUNDS/(DEBT) AT 1 NOVEMBER 2004            33,689                (38,994)            
                                                                                      
                                                                                      
                                                                                      
NET (DEBT)/FUNDS AT 31 OCTOBER 2005    16c (7,278,390)                33,689              
                                                                                      
                                                                                      
                                                                                      

Adeste Investments PLC
NOTES TO THE FINANCIAL STATEMENTS

for the year ended 31 October 2005


 1  TURNOVER
   
The company's turnover is derived from its principal activity in the United
Kingdom and was split as follows:

                                                        2005          2004        
                                                                               
                                                           £             £           
                                                                               
      Fixed returns on loan investments               44,108       433,955     
                                                                               
      Management fees                                    904        73,500      
                                                                               
      Other income                                    56,538        60,000      
                                                                               
                                                     _________    _________   
                                                                               
                                                     101,550       567,455     
                                                                               
                                                     _________    _________   

  2  OTHER OPERATING EXPENSES - EXCEPTIONAL             2005          2004        
                                                                               
                                                           £             £           
                                                                               
      Provision against loan to subsidiary         7,166,665     3,923,691   
                                                                               
      Provision against other loans                  188,109     1,011,528   
                                                                               
      Legal fees                                     546,594       133,731     
                                                                               
                                                    _________    _________   
                                                                               
                                                   7,901,368     5,068,950   
                                                                               
                                                    _________    _________   
                                                                               

The exceptional legal fees arose in connection with an action brought against
the group as explained in note 18a.

  3  INTEREST PAYABLE                                  2005         2004        
                                                                               
                                                          £            £           
                                                                               
      On bank overdraft                                   -        1,168       
                                                                               
      Other interest                                  4,829          271         
                                                                               
                                                   _________    _________   
                                                                               
                                                      4,829        1,439       
                                                                               
                                                   _________    _________   

  4   LOSS ON ORDINARY ACTIVITIES BEFORE TAXATION      2005         2004       
                                                                              
                                                          £            £          
                                                                              
       Loss on ordinary activities before taxation is                         
       stated after charging:                                                 
                                                                              
       Auditors' remuneration for audit services     15,000       17,500     
                                                                              
                                                   _________   _________  
                                                                              
       Amounts payable to Baker Tilly in respect of non-audit services were £ 
       15,125 (2004: £33,723). This comprises taxation compliance and advisory
       services of £15,125 (2004: £31,773) and other services of £Nil (2004: £
       1,950).                                                                

  5   EMPLOYEES                                        2005         2004            
                                                                                   
                                                        No.          No.             
                                                                                   
      The average monthly number of persons                                        
      (including Directors) employed by the                                        
      company during the year was:                                                 
                                                                                   
      Office and management                               3            2               
                                                                                   
                                                   ________       _______         
                                                                                    
                                                       2005         2004            
                                                                                   
                                                          £            £               
                                                                                   
      Staff costs for above persons:                                               
                                                                                   
      Wages and salaries                                  -       27,083          
                                                                                   
      Social security costs                               -        2,434           
                                                                                   
                                                                                   
                                                                                   
                                                          -       29,517          
                                                                                   
                                                  ________      ________        

                                                       2005         2004            
                                                                                   
                                                          £            £               
                                                                                   
      DIRECTORS' REMUNERATION                                                      
                                                                                   
      Emoluments (including fees)                         -       41,833          
                                                                                    
                                                                                   

  6  TAXATION                                          2005         2004            
                                                                                   
                                                          £            £               
                                                                                   
      Current tax:                                        -     (190,853)       
                                                                                   
      UK corporation tax on loss for the period                                    
                                                                                   
                                                                                   
                                                                                   
      Total current tax                                   -     (190,853)       
                                                                                   
      Deferred tax:                                       -       26,389          
                                                                                   
      Origination and reversal of timing                                           
      differences                                                                  
                                                                                   
                                                                                   
                                                                                   
      Tax on loss on ordinary activities                  -     (164,464)       
                                                                                    
                                                                                   

      Factors affecting tax charge for the year        2005         2004            
                                                                                   
                                                          £            £               
                                                                                   
      Loss on ordinary activities before tax     (7,971,423)  (5,217,389)     
                                                                                   
                                                                                   
                                                                                   
      Loss on ordinary activities at the standard(2,391,427)  (1,565,217)     
      rate of 30% (2004: 30%)                                                      
                                                                                   
      Expenses not deductible for tax purposes       80,476      111,837         
                                                                                   
      Tax on realised revaluation profits                 -       85,420          
                                                                                   
      Provision against subsidiary loan           2,150,000    1,177,107       
                                                                                   
      Unutilised tax losses                         160,951            -               
                                                                                   
                                                                                   
                                                                                   
      Current tax recoverable for the year                -     (190,853)       
                                                                                   
                                                                                   

Factors that may affect future tax charges:

As a result of being in administration from March to October 2005, the company
is currently in arrears in respect of resolving enquiries from HM Revenue and
Customs into prior year corporation tax returns and the submission of the 2004
tax return. The directors do not believe that a material tax liability will
arise in respect of these matters and are unable to quantify any potential
liability that could arise or the quantum of tax losses available to carry
forward to future accounting periods.

 7   LOSS PER ORDINARY SHARE                                                

The calculation of loss per share is based upon the loss after taxation of £
7,971,423 (2004: £5,052,925) and on 72,025,963 (2004: 72,025,963) being the
weighted average number of ordinary shares in issue during the year.

 8   FIXED ASSET                         Shares in Unlisted shares      Total            
     INVESTMENTS                        subsidiary                                    
                                       undertaking               £          £                
                                                                                      
                                                 £                                                    
                                                                                      
     Valuation:                                                                       
                                                                                      
     1 November 2004                             1          33,789     33,790           
                                                                                      
     Disposals                                  (1)              -         (1)              
                                                                                      
                                                                                      
                                                                                      
     31 October 2005                             -          33,789     33,789           
                                                                                      
                                                                                      

On an historical cost basis, the fixed asset investments would have been
included at £33,789 (2004: £33,790).

The company holds more than 20% of the ordinary share capital of the following
undertakings:

                                        Proportion           Nature of business
                                                                               
                                     directly held                             
                                                                               
       Skillglass Limited (in                 100%           Finance to Phoenix
       administration)                                     Acquisitions Limited
                                                                               
       UV Modular Limited                   22.01%   Manufacturer of specialist
                                                                       vehicles
                                                                               
       Phoenix Acquisitions                 24.75%      Acquisition Vehicle for
       Limited (in                                     Chesterton International
       administration)                                                  Limited
                                                                               

On 30 March 2005 Skillglass Limited and then on 5 April 2005 Phoenix
Acquisitions Limited were both placed into administration. Phoenix Acquisitions
Limited holds 86.9% of the ordinary share capital of Chesterton International
Limited, who went into administration on 7 March 2005.

In the opinion of the directors, the appointment of an administrator to
Skillglass Limited resulted in Adeste Investments PLC losing control of its
subsidiary and hence it has been treated as a disposal on that date.

The most recent financial statements for UV Modular Limited disclose a loss
after taxation for the year ended 3 July 2005 of £184,000 and aggregate capital
and reserves at that date of £364,000.

 9    DEBTORS                                                                     
                                                                                  
                                                 2005             2004            
                                                                                  
                                                    £                £               
                                                                                  
      Due within one year:                                                        
                                                                                  
      Trade debtors                                 -           20,023          
                                                                                  
      Other debtors                           201,657                -               
                                                                                  
      Prepayments and                           7,921            2,148           
      accrued income                                                              
                                                                                 
                                              209,578           22,171          
 
 10   LOANS                                                                       
                                                                                  
                                                 2005             2004            
                                                                                  
                                                    £                £               
                                                                                  
      Repayable within one                     58,998          765,741         
      year                                                                        
                                                                                  
                                                                                  

 11  CREDITORS: Amounts falling due within one                                        
     year                                                                             
                                                                                      
                                                 2005             2004              
                                                                                      
                                                    £                £                 
                                                                                      
     Loan                                      60,279                -                 
                                                                                      
     Trade creditors                          166,527          160,233           
                                                                                      
     Other creditors                                -                1                 
                                                                                      
     Accruals and deferred                    579,145          445,431           
     income                                                                           
                                                                                     
                                              805,951          605,665           
                                                                                      
                                                                                      

The loan is repayable on demand and accrues interest at 5% per annum.

 12  CREDITORS: Amounts falling due after more than                                      
     one year                                                                            
                                                                                        
                                                 2005             2004
                                                                                        
                                                    £                £
                                                                                        
Convertible loan notes                      7,254,550                -                 
                                                                                        
                                                                                        

On 7 October 2005, the company issued £7,250,000 of loan notes at par to settle
existing debts. These loan notes are convertible at 0.1p for each ordinary
share in the company at the loan note holders option. £1,300,000 of these loan
notes bear interest at 5% per annum and the remaining loan notes of £5,900,000
are non-interest bearing.

£800,000 of the 5% Loan notes are payable on 7 October 2007 and the remaining
interest bearing and all the non-interest hearing loan notes are repayable on 7
October 2012. Interest accruing on the loan notes is added to the debt which is
payable as follows:

                                                2005             2004              
                                                                                     
                                                   £                £                 
                                                                                     
     Repayable in one to                     802,837                -                 
     two years                                                                       
                                                                                     
     Repayable in two to                   6,451,712                -                 
     five years                                                                      
                                                                                     
                                           7,254,549                -                 
                                                                                     
                                                                                     

£6,702,568 of these loan notes are secured by a charge on the company's assets
and the remainder are unsecured.

 13  SHARE CAPITAL                                                                      
                                                                                         
                                                         2005               2004              
                                                                                         
                                                            £                  £                 
                                                                                         
      Authorised:                                                                        
                                                                                         
      18,631,506,703 (2004: 500,000,000) ordinary  18,631,507         10,000,000        
      shares of 0.1p each (2004: 2p)                                                     
                                                                                         
      72,025,963 deferred shares of 1.9p each       1,368,493                  -                 
                                                                                         
                                                                                         
                                                                                         
                                                   20,000,000         10,000,000        
                                                                                         
                                                                                         
                                                                                         
      Allotted, issued and fully paid:                                                   
                                                                                         
      72,025,963 (2004: 72,025,963) ordinary shares    72,026          1,440,519         
      of 0.1p each (2004: 2p) - equity                                                   
                                                                                         
      72,025,963 deferred shares of 1.9p each -     1,368,493                  -                 
      non-equity                                                                         
                                                    1,440,519          1,440,519         
                                                                                         
                                                                                         
                                                                                         

On 7 October 2005, each of the issued ordinary shares of 72,025,963 of 2p each
were subdivided into one ordinary share of 0.1p and one deferred share of 1.9p
credited as fully paid up. Each of the 427,974,037 un-issued ordinary shares of
2p each in the company were subdivided into 20 ordinary shares on 0.1p each.

On the same day, the company increased its authorised share capital to £
20,000,000 by the creation of 10,000,000,000 ordinary shares of 0.1p each.

The deferred shares have no rights to dividends or voting rights and are only
entitled to a return of capital on winding up once each ordinary share holder
has received the sum of £100,000 for each ordinary share held.

As disclosed in note 20, on 7 October 2005 the company issued a total of
7,250,000 £1 convertible loan notes at par. Each loan note can be converted
into 1,000 0.1p ordinary shares. £800,000 of the loan notes are convertible at
any time until 7 October 2007 and the remainder are convertible at any time
until 7 October 2012.

 14  PROFIT AND LOSS ACCOUNT
   
  
                                                 2005              2004                             
                                                          
                                                    £                 £                                
                                                          
     1 November                            (4,080,806)          687,385         
     2004                                                 
                                                          
     Transfer                                       -           284,734         
     from                                                 
     revaluation                                          
     reserve                                              
                                                          
     Loss for                              (7,971,423)       (5,052,925)     
     the year                                             
                                                          
                                                          
                                                          
     31 October                           (12,052,229)       (4,080,806)     
     2005                                                 
                                                          
                                                          

 15   RECONCILIATION OF MOVEMENT IN              2005              2004             
      SHAREHOLDERS' FUNDS                                                           
                                                    £                 £                
                                                                                    
      Loss for the financial year          (7,971,423)       (5,052,925)      
                                                                                    
      Opening shareholders' funds             249,726         5,302,651        
                                                                                    
                                                                                    
                                                                                    
      Closing shareholders' funds          (7,721,697)          249,726          
                                                                                    
                                                                                    

Shareholders' funds includes non-equity interests of £nil (2004: £Nil) due to
the commercial effect of the rights of the deferred shares, as disclosed in
note 14.

 16  CASH FLOWS                                  2005              2004                
                                                                                      
                                                    £                 £                   
                                                                                      
a    Reconciliation of operating loss to net                                          
     cash flow from operating activities                                              
                                                                                      
     Operating loss                        (7,968,567)       (5,111,174)         
                                                                                      
     Non-cash change to long-term debt      7,200,000                 -                   
                                                                                      
     (Increase)/decrease in debtors          (187,407)          212,969             
                                                                                      
     Decrease in loans                        706,743         4,169,595           
                                                                                      
     Increase/(decrease) in creditors         140,008          (356,599)           
                                                                                      
                                                                                      
                                                                                      
     Net cash outflow from operating         (109,223)       (1,085,209)         
     activities                                                                       
                                                                                      
                                                                                      

                                                     2005          2004         
                                                                                
                                                        £             £            
                                                                                
b     Analysis of cash flows for headings netted in                             
      the cash flow                                                             
                                                                                
      Returns on investments and servicing of                                   
      finance                                                                   
                                                                                
      Interest received                             1,973         8,309        
                                                                                
      Interest paid                                     -        (1,439)      
                                                                                
                                                                                
                                                                                
      Net cash inflow from returns on investments   1,973         6,870        
      and servicing of finance                                                  
                                                                                
                                                                                
                                                                                
      Capital expenditure and financial investment                              
                                                                                
      Purchase of equity shares                         -      (190,994)    
                                                                                
      Sale of equity shares                             -     1,470,630    
                                                                                
                                                                                
                                                                                
                                                                                
      Net cash inflow from capital expenditure and      -     1,279,636    
      financial investment                                                      
                                                                               
      Financing                                                                 
                                                                                
      Increase in loans                           110,000             -            
                                                                                
                                                                               
      Net cash inflow from financing              110,000             -            
                                                                                
                                                                               

16   CASH FLOWS                                                                           
     (continued)                                                                          
                                                                                          
c    Analysis of net                 At        Cash flow   Other non-cash               At
     funds/(debt)                                                 changes                 
                             1 November                £                        31 October
                                                                        £                 
                                   2004                                               2005
                                                                                          
                                      £                                                  £
                                                                                          
     Cash at bank and            33,689            2,750                -           36,439          
     in hand                                                                              
                                                                                          
     Loan due within                  -          (60,000)            (279)         (60,279)        
     one year                                                                             
                                                                                          
     Loans due after                  -          (50,000)      (7,204,550)      (7,254,550)     
     one year                                                                             
                                                                                         
                                 33,689         (107,250)      (7,204,829)      (7,278,390)     
                                                                                          
                                                                                          

Other non-cash changes comprise accrued loan interest of £129,853 and a debt
arising from a guarantee issued to the company's subsidiary, Skillglass Limited
(see note 19), of £7,074,976.

 17  FINANCIAL INSTRUMENTS
   
The company's financial instruments comprise cash, loans receivable and
payable, equity shares, and various items such as trade creditors that arise
directly from its operations. Trade creditors and other short-term items
arising directly from operations, have been excluded from the following
disclosures.

Credit risk

The company supports the recovery of businesses in financial difficulties. The
nature of the company's trade means that there is a potential credit risk if
the business does not recover. The risk is minimised by securing all debts and
the risk is monitored on a daily basis by the Directors of the company.

Interest rate risk

The interest rate profile of the company's cash at bank and loans receivable at
31 October 2005 was:

                                                2005               2004
                                                                                    
                                                   £                  £
                                                                                    
Fixed rate financial assets                   58,998             765,741           
                                                                                    
Floating rate financial assets                36,439              33,689            
                                                                                   
                                                                                    
                                              95,437             799,430           
                                                                                    
                                                                                    

The weighted average interest rate and period of the fixed rate financial
assets at 31 October 2005 was 10% p.a. (2004: 10% p.a.) and repayable on demand
(2004: on demand) respectively.

The company's financial liabilities at 31 October 2005 are all at fixed rates,
with £60,279 repayable within one year (2004: £Nil) and £7,254,550 repayable
after more than one year (2004: £Nil). Further details on these financial
liabilities are disclosed in notes 11 and 12.

Market price risk

During the year, the company has not traded in financial instruments.

Fair value of financial instruments

There is no material difference between the fair value and book value of the
company's cash at bank and loans receivable and payable. The company's unlisted
equity shares are incorporated into the accounts in accordance with the
company's accounting policies. It is not practical to estimate the fair value
of these financial instruments with sufficient reliability as the shares are
unlisted and the nature of the company's trade means there is a potential
credit risk if the businesses do not recover.

 18 CONTINGENT LIABILITIES

a   During the year ended 31 October 2004, an action was brought by Mr
    Jafari-Fini ("MJF") against Skillglass Limited and Phoenix Acquisitions
    Limited for a personal claim and a derivative action relating to the
    funding of Phoenix Acquisitions Limited. There have been two full Court
    hearings on the derivative action in both the High Court and the Court of
    Appeal both of which the company won with substantial cost orders against
    MJF. Subsequently, MJF petitioned the House of Lords who have refused
    consent for an appeal.
   
    The MJF personal action against Skillglass Limited and Adeste Investments PLC
    who were added as an additional defendant came on for trial on preliminary
    issues and lasted from 12 to 21 December 2005 judgement was given on 20 January
    2006. The court dismissed all of MJF's claims and ordered MJF to pay interim
    costs to Skillglass Limited of £400,000. Adeste Investments PLC has also
    obtained judgement against MJF for a sum in excess of £1,000,000 for the non
    payment of some of his shares in Phoenix Acquisitions Limited. Payment of these
    costs and judgement has been stayed pending MJF's application to the Court of
    Appeal for permission to appeal, permission to appeal having been refused by
    the High Court. MJF has filed his application for permission to appeal The
    application is expected to be determined at the end of May or the beginning of
    June 2006.

    Adeste Investments PLC will consider what further action to take against MJF
    after his application to the Court of Appeal has been heard.

    The directors are of the opinion that the case against the group is without
    merit.

    No contingent asset has been recognised in the accounts in respect of the award
    on the judgement due to the uncertainty as to the timing of receipt. The
    directors have been unable to quantify the potential liability that would arise
    against the company if MJF's claim was successful as Skillglass Limited and
    Phoenix Acquisitions Limited are both in administration and the Board consider
    that there is no claim against Adeste in any circumstances.

b   On 23 December 2003, the company received a fee of £60,000 for guaranteeing
    the obligations of MJS Lens (Automation) Limited under the lease of
    premises. The company received a counter indemnity from Sauflon
    Pharmaceuticals Limited in the event that any claim was made under the
    lease guarantee.
   
    The directors believe that it is remote that there will be any liability for
    the company under this guarantee but are unable to qualify the potential
    liability if one did arise.

 19 RELATED PARTY TRANSACTIONS

    Included in creditors as at 31 October 2005 are amounts owed to Kaloshar
    Limited of £6,702,568. In view of the size of this debt, the directors believe
    that transactions with Kaloshar Limited and its related parties should be
    disclosed as related party transactions. Kaloshar Limited is controlled by The
    Rowland Purpose Trust 2001. These transactions are explained below.

a   During the year, the company was charged £12,600 (2004: £36,000) for
    professional services supplied by Rowland Capital (CI) Limited. There was
    no outstanding balance as at 31 October 2005 (2004: £Nil).
   
    Rowland Capital (CI) Limited is controlled by the trustee of The Rowland
    Purpose Trust 2001.

b   On 7 October 2005, the company issued convertible loans of £7,200,000 at
    par to replace the loan facility with Kaloshar Limited. This is explained
    in note 20(c) below. This loan facility was provided by Kaloshar Limited to
    Skillglass Limited and was guaranteed by Adeste Investments PLC. On the
    appointment of an administrator to Skillglass Limited, this guarantee
    crystallised as an actual liability in the company. Interest accruing from
    30 March 2005 was recognised in the company's profit and loss account.
   
    During the year, the company was charged interest totalling £125,024 in
    connection with this facility.

19 RELATED PARTY TRANSACTIONS (continued)

c   On 7 October 2005, the company issued convertible loan notes at par
    totalling £7,200,000 to replace the existing loan due to Kaloshar Limited.
    These loan notes are convertible at 0.1p per share at the option of the
    note holder and are redeemable as follows.
   

     i. £750,000 - redemption date 7 October 2007 and bear interest at 5% per
        annum;
       
    ii. £500,000 - redemption date 7 October 2012 and bear interest at 5% per
        annum; and
       
    iii. £5,950,000 - redemption date 7 October 2012 and non-interest bearing.
       
    The 5% convertible loan note for £500,000 was assigned to Mr Leo Knifton
    and Mr Jonathan Rowland, who are both directors of Adeste Investments PLC
    on 7 October 2005.
   
    Also on 7 October 2005, the company issued 5% convertible loan notes at par
    to replace cash advances made by Caldicot Management Limited (£30,000), Mr
    Leo Knifton (£10,000) and Mr Jonathan Rowland (£10,000). Caldicot
    Management Limited is a trustee of The Rowland Purpose Trust 2001.
   
    During the period, interest accrued on these loan notes of £2,568 to
    Kaloshar Limited, £911 to Mr Leo Knifton, £910 to Mr Jonathan Rowland and £
    160 to Caldicot Management Limited.
   
    Consequently, at 31 October 2005 the company owed Kaloshar Limited £
    6,702,568 (2004: £Nil), Mr Leo Knifton £260,911 (2004: £Nil), Mr Jonathan
    Rowland £260,910 (2004: £Nil) and Caldicot Management Limited £30,160
    (2004: £Nil).
   
d   On the 28 September 2005, the company received a £60,000 loan from
    Lawgra (365) Limited under a loan facility of £300,000. This facility
    has been extended to £750,000 since the year end to enable the company
    to meet its liabilities as they fall due.
       
    The loan facility is repayable on demand and interest accrues on the
    outstanding balance at 5% per annum. During the year, the accrued interest
    on the loan was £279.
   
    Lawgra (365) Limited is controlled by the trustee of The Rowland Purpose
    Trust 2001 and Graham Robeson is a Director of Lawgra (365) Limited.
   
e   During the period from 1 November 2004 until 30 March 2005, Skillglass
    Limited was a wholly owned subsidiary of the company. During this
    period, the company advanced monies of £91,658 to Skillglass Limited.
    On 30 March 2005, Skillglass Limited was put into administration and is
    therefore no longer a related party.
       
    Note to the announcement:
   
    The report and accounts have been posted to shareholders and are available,
    free of charge, for a period of one month from 43 North Audley Street,
    London W1K 6WH.
   
    Adeste Investments PLC
   
    COMPANY BALANCE SHEET
   
    31 October 2005
   


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