Financial statements for the year ended 31 December 2012 CHAIRMAN'S STATEMENT Overview

At a General Meeting held on 3 December 2012 shareholders approved resolutions to restructure the Company, as an investment company, appoint new directors and adopt a new name Shidu Capital plc, whilst raising c. £300,000 by way of a placing and conversion of loans. Full details of the resolutions can be found on the Company's website: shiducapital.com

Following the meeting Shidu Capital Plc is actively seeking to acquire and consolidate holdings in companies operating in high-growth Asian economies, with the intention to create and sustain long-term value.  

The Directors are focusing on investment opportunities which have some or all of the following characteristics:

  • a majority of their revenue derived from the Asia-Pacific, and strongly positioned to benefit from the region's growth; 

  • a trading history which reflects past profitability or potential for significant capital growth going forward; and 

  • where all or part of the consideration could be satisfied by the issuance of new Ordinary Shares or other securities in the Company. 

Financial Review

The Company is now an investment company; in the Report & Accounts the Consolidated statement of comprehensive income reports on previous and discontinued activities for 2012 whereas the Consolidated statement of financial position as at 31 December 2012 is the start of the investment activities.

Outlook

The directors believe your Company has a great opportunity to create shareholder value through its investing activities.
I would like to take this opportunity to thank the directors, shareholders and the Company's advisers for their support during this transitional period.
Angus Forrest


Angus Forrest
Chairman

4 June 2013

Contact details:

Shidu Capital Plc  Angus Forrest
Chairman 		020 7469 0930
ZAI Corporate Finance Ltd (NOMAD) John Depasquale/Wei Wang +44(0)20 7060 2220
Peterhouse Corporate Finance (Broker)  Jon Levinson  Tel: 020 7469 0935

A copy of the Annual Report and Notice of AGM has been posted to shareholders and will shortly be made available on the Company's website http://dlmplc.com/

Consolidated statement of comprehensive income

12 months to Dec 2012 9 months to Dec 2011
*(restated)
£ £
Continuing operations
Administration costs (766,842) (350,103)
Exceptional items 468,618 -
Operating loss after exceptional items (298,224) (350,103)
Loss on disposal of investments (57,638) -
Loss before financing (355,862)
(350,103)
Finance cost (7,711) (5,632)
Loss on continuing operations before taxation (363,573) (355,735)
Taxation - -
Loss on continuing operations after taxation (363,573) (355,735)
Loss from discontinued operations (471,041) (71,110)
Loss after taxation and total comprehensive expense (834,614) (426,845)
Basic and diluted loss per share
- Basic and diluted - continuing operations (21p) (34p)
- Basic and diluted - discontinued operations (26p) (7p)
- Total basic and diluted loss per share (47p) (41p)

*The comparatives figures for the 9 months to 31 December 2011 have been restated to reflect the contribution to the results of operations that were discontinued in 2012.

Consolidated statement of financial position

Dec 2012 Dec 2011
£ £
Assets
Non-Current Assets
Property, plant and equipment - 566
Goodwill - 464,189
Other intangible assets - 326,319
- 791,074
Current Assets
Inventory - 7,875
Trade and other receivables 38,664 310,756
Cash and cash equivalents 179,989 43,487
218,653 362,118
Total Assets 218,653 1,153,192
Liabilities
Non-Current Liabilities
Trade and other payables - 160,800
Long term borrowings 125,663 49,750
125,663 210,550
Current Liabilities
Trade and other payables 73,865 1,060,530
Borrowings 41,124 -
114,989 1,060,530
Total Liabilities 240,652 1,271,080
Net Liabilities (21,999) (117,888)
Equity
Share capital 1,285,679 1,071,040
Share premium 2,748,904 2,200,052
Shares to be issued 200,836 -
Loan note equity reserve 137,176 -
Merger reserve - 171,000
Profit and loss account (4,394,594) (3,559,980)
Total Equity (21,999) (117,888)

Company statement of financial position

Dec 2012 Dec 2011 Mar 2011
*(restated) *(restated)
£ £ £
Fixed assets
Property, plant and equipment - 10,258 12,625
Goodwill - 225,405 225,405
Investments - 550,800 150,000
- 786,463 388,030
Current assets
Trade and other receivables 38,664 1,051,396 355,022
Cash and cash equivalents 179,989 622 -
218,653 1,052,018 355,022
Total Assets 218,653 1,838,481 743,052
Non-Current Liabilities
Trade and other payables - 160,800 -
Long term borrowings 125,663 - -
125,663 160,800 -
Current liabilities
Trade and other payables 73,865 487,554 112,167
Borrowings 41,124 - -
114,989 487,554 112,167
Total liabilities 240,652 648,354 112,167
Net assets/(liabilities) (21,999) 1,190,127 630,885
Capital and reserves
Called up share capital 1,285,679 1,071,040 924,134
Share premium 2,748,904 2,200,052 1,802,411
Shares to be issued 200,836 - -
Loan note equity reserve 137,176 - -
Merger reserve - 171,000 31,000
Profit and loss account (4,394,594) (2,251,965) (2,126,660)
Equity shareholders' funds (21,999) 1,190,127 630,885

Consolidated statement of changes in equity

Share
capital 		Share premium Shares to be issued Loan note equity reserve Merger reserve Profit
and loss account 		Total equity
£ £ £ £ £ £ £
Balance at 31 March 2011 924,134 1,802,411 - - 31,000 (3,133,135) (375,590)
Shares issued in year 146,906 397,641 - - 140,000 - 684,547
Loss for the year and total comprehensive expense - - - - - (426,845) (426,845)
Balance at 31 Dec 2011 1,071,040 2,200,052 - - 171,000 (3,559,980) (117,888)

Company statement of changes in equity

Share
capital 		Share premium Shares to be issued Loan note equity reserve Merger reserve Profit
and loss account
*(restated) 		Total equity

*(restated)
£ £ £ £ £ £ £
Balance at 31 March 2011 924,134 1,802,411 - - 31,000 (2,126,660) 630,885
Shares issued in year 146,906 397,641 - - 140,000 - 684,547
Loss for the year and total comprehensive expense - - - - - (125,305) (125,305)
Balance at 31 Dec 2011 1,071,040 2,200,052 - - 171,000 (2,251,965) 1,190,127
Balance at 1 Jan 2012 1,071,040 2,200,052 - - 171,000 (2,251,965) 1,190,127
Shares issued in year 214,639 377,852 - - - - 592,491
Shares to be issued in settlement of CVA liabilities - - 200,836 - - - 200,836
Issue of convertible loan notes - - - 137,176 - - 137,176
Transfer on closure of subsidiary undertakings - 171,000 - - (171,000) - -
Loss for the year and total comprehensive expense - - - - - (2,142,629) (2,142,629)
Balance at 31 Dec 2012 1,285,679 2,748,904 200,836 137,176 - (4,394,594) (21,999)

Consolidated statement of cash flows

12 months to Dec 2012 9 months to Dec 2011
£ £
Cash flows from operating activities
Loss after taxation (834,614) (426,845)
Adjustments for:
Depreciation and amortisation 49,256 139,583
Loss from discontinued operations 471,041 -
Extraordinary credit arising from CVA (468,618) -
Loss on disposal of investments 57,638 -
Interest expense 7,711 5,632
Decrease in trade and other receivables 58,855 77,818
Increase in inventories - (286)
Increase/(decrease) in trade and other payables 16,867 (151,958)
Net cash used in operating activities (641,864) (356,056)
Cash flows from investing activities
Purchase of property, plant and equipment - (1,596)
Purchase of investments (198,000) -
Disposal of investments 161,965 -
Investment in intangible assets - (24,865)
Cash acquired with business - 96
Cash balances held by discontinued businesses (10,342) -
Net cash used in investing activities (26,365) (26,365)
Cash flows from financing activities
Net proceeds from issue of share capital 528,491 524,547
Proceeds from issue of convertible loan notes 300,000 -
Net repayment of bank and other loans - (131,950)
Finance costs (3,748) (5,632)
Net cash generated from financing activities 824,743 392,597
Net increase in cash and cash equivalents 136,502 4,544
Cash and cash equivalents at beginning of period 43,487 38,943
Cash and cash equivalents at end of period 179,989 43,487
Company statement of cash flows
12 months to Dec 2012 9 months to Dec 2011
£ £
Cash flows from operating activities
Loss after taxation (2,142,629) (141,585)
Adjustments for:
Depreciation and amortisation 1,104 18,647
Loss from discontinued operations 1,778,518 -
Extraordinary credit arising from CVA (468,618) -
Loss on disposal of investments 57,638 -
Interest expense 7,711 -
Decrease/(increase) in trade and other receivables 14,578 (2,354)
Increase in trade and other payables 359,765 295,387
Net cash used in operating activities (391,933) 170,095
Cash flows from investing activities
Purchase of investments (198,000) -
Disposal of investments 161,965 -
Advances to subsidiary undertakings (217,408) (694,020)
Net cash used in investing activities (253,443) (694,020)
Cash flows from financing activities
Net proceeds from issue of share capital 528,491 524,547
Proceeds from issue of convertible loan notes 300,000 -
Finance costs (3,748) -
Net cash generated from financing activities 824,743 524,547
Net increase in cash and cash equivalents 179,367 622
Cash and cash equivalents at beginning of period 622 -
Cash and cash equivalents at end of period 179,989 622



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