ASIMILAR
Group PLC
Annual Report
30 September 2021
ASIMILAR GROUP PLC
REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED
30 SEPTEMBER 2021
Company Registration Number: 4488281 (England and Wales)
ASIMILAR GROUP PLC
REPORT AND FINANCIAL ACTIVITIES
FOR THE YEAR ENDED 30 SEPTEMBER 2021
CONTENTS
Directors and Officers
Chairman’s statement
Strategic report
Directors’ report
Corporate Governance report
Audit committee report
Directors’ remuneration report
Statement of Directors’ Responsibilities
Independent auditors’ report
Consolidated statement of comprehensive income
Consolidated statement of financial position
Consolidated statement of changes in equity
Consolidated statement of cash flows
Page
1
2 – 9
10
11 – 13
14 –22
23
24 - 28
29
30 - 34
35
36
37
38
Notes to the consolidated financial statements
39 – 62
Company statement of financial position
Company statement of changes in equity
Company statement of cashflow
63
64
65
Notes to the company financial statements
66 – 69
ASIMILAR GROUP PLC
DIRECTORS AND OFFICERS
FOR THE YEAR ENDED 30 SEPTEMBER 2021
Directors
Secretary
Company number
Registered Office
Nominated adviser
Auditors
Registrars
Brokers
J E Taylor (Chairman)
M S Bhatti (Executive Director)
M Horrocks (Non-executive Director)
M D Preen (Non-executive Director)
M S Bhatti
4488281
4 More London Riverside
London
SE1 2AU
Cairn Financial Advisers LLP
9th Floor
107 Cheapside
London
EC2V 6DN
Haysmacintyre LLP
10 Queeen Street Place
London
EC4R 1AG
Share Registrars Limited
27-28 Eastcastle Street
London
W1W 8DH
Peterhouse Capital Limited
3rd Floor
80 Cheapside
London
EC2V 6EE
Website
www.asimilargroup.com
1
ASIMILAR GROUP PLC
CHAIRMAN’S STATEMENT
FOR THE YEAR ENDED 30 SEPTEMBER 2021
Introduction
I am pleased to present the annual report and consolidated financial statements for Asimilar Group plc (“Asimilar”, “the
Group”, or “the Company”), for the financial year ended 30 September 2021.
Technology is at the foundation of our investment criteria. We invest in businesses that develop purpose-built technology
and possess the operational expertise to scale and generate positive returns for shareholders. We back founders that have
a dedicated passion and competency for creating and engineering premium customer experiences through technology,
content and product innovation.
As an investment business we evaluate a significant pipeline of potential investment opportunities based on the principles
of our stated investment criteria. Before investing, the board always evaluates the opportunities diligently and takes valued
input from key shareholders and our investor partners on the value potential of the investment opportunities.
The board has evaluated a number of options to maintain positive momentum and capitalise on new opportunities in the
market that we believe are in the best interests of shareholders. It has executed a number of follow on and new investments
as a result.
Investment Strategy
At our last Annual General Meeting, held on 18 August 2021, shareholders approved a broadening of our investment policy
to include a wider array of technology based businesses, whilst still focusing primarily on the sub-sectors of Big Data,
Machine Learning, Telematics and Internet of Things. It also removed the stated intention of only considering businesses
that are generating positive cash flows, or are likely to do so imminently, so that investments in earlier stage, high growth,
disruptive companies could be considered.
Financial Review
Total comprehensive income for the year was £26,705,635 (2020: £392,329). Unrealised gains on investments were
£25,687,510 (2020: loss £1,778,363) and realised gains on investments were £2,202,000 (2020 impairment gains: £5,728).
Cash at the bank at the year-end was £600,090 (2020: £709,819).
As at 30 September 2021, total assets were £43,735,675 (2020: £12,547,890) and the net fair value of investments held
was £43,040,104 (2020: £8,794,403). Total net assets were £41,474,640 (2020: £10,591,255) which represents 35.94
(2020: 11.60) pence per share.
2
ASIMILAR GROUP PLC
CHAIRMAN’S STATEMENT (continued)
FOR THE YEAR ENDED 30 SEPTEMBER 2021
Investment Portfolio
Asimilar has developed a portfolio approach to its investments. The Board will assess new investments as well as
reinforcing existing investments in portfolio companies where it has assessed there are opportunities to enhance shareholder
value. In order to expose our investors to the potential returns that we believe they demand, such investments should be
regarded as at the highest end of the risk spectrum. A brief summary of our investments and developments within them is
outlined below:
Dev Clever Holdings Plc (“Dev Clever”)
Dev Clever Holdings Plc, together with its wholly owned subsidiary Dev Clever Limited, is a software and technology
group based in Tamworth, United Kingdom, specialising in the use of lightweight integrations of cloud-based gamification
and VR technologies to deliver rich customer engagement experiences across both the commercial and education
sectors. In January 2019, Dev Clever listed on the Standard List of the London Stock Exchange.
The interest in Dev Clever is held via Asimilar’s wholly owned subsidiary, Asimilar Investments Limited (“AIL”), based
in Jersey.
On 3 September 2020, AIL exercised its right to subscribe for 17,500,000 shares in the capital of Dev Clever at a price of
10 pence per Dev Clever share for an aggregate subscription amount of £1.75 million in accordance with the terms of the
amended Dev Clever Investment Agreement.
On 1 December 2020, AIL announced its intention to exercise the second tranche of the Dev Clever option. This became
unconditional on 26 January 2021 resulting in a further investment of £2,000,000 for 20 million new shares.
On 25 February 2021, the Group announced that it had assigned the right to subscribe for 30 million shares in Dev Clever
to Sitius Limited (“Sitius”) for a cash consideration of £3 million. In addition, AIL assigned some 15 million of the warrants
to subscribe for new Dev Clever shares at 25p each to Sitius for a further cash consideration of £500,000. Asimilar also
announced on 1 March 2021 AIL’s intention to use the proceeds from these assignments to complete its subscription for a
further 30 million shares in Dev Clever at 10p per share which was completed on 18 March 2021.
At 30 September AIL held 70,000,000 ordinary shares in Dev Clever representing approximately 12.2% of Dev Clever's
issued share capital. The carrying value of this investment was £26,950,000. Asimilar Group Plc also held an additional
2,300,000 shares at a carrying value of £885,500. AIL retains a warrant to subscribe for 35 million new ordinary shares in
Dev Clever at 25 pence per Dev Clever share.
On 24 December 2021, Dev Clever announced that trading in its ordinary shares was to be suspended pending the approval
by the FCA of the acquisition of Veative Labs Pte Ltd (Singapore) by Dev Clever.
Mesh Holdings Plc (“MESH”)
MESH is an unlisted investment business that aims to incubate emerging technology brands. On 3 August 2020 Asimilar
announced that it had reached an agreement with MESH whereby the Company received a consideration of 24 million
MESH shares in return for the assignment of Asimilar’s right to subscribe for up to 32% of the share capital of Sentiance
N.V. (“Sentiance”).
MESH holds a number of technology investments including Sentiance N.V. Asimilar’s holding of 24m shares accounted
for 8.89% of MESH’s issued share capital and was carried at a valuation of £984,000 as at 30 September 2021.
Sentiance is an emerging and leading organisation within behavioural, ethical artificial intelligence and machine learning
with its “Motion Intelligence” and “Behavioural Change Platform” technologies. Sentiance has announced new
partnerships, extended partnerships and contracts with well- known international businesses, including several within the
Fortune 500.
3
ASIMILAR GROUP PLC
CHAIRMAN’S STATEMENT (continued)
FOR THE YEAR ENDED 30 SEPTEMBER 2021
On 29 November 2021 the Court approved a scheme of arrangement whereby All Active Asset Capital (“AAA”), a private
company previously listed on AIM, acquired 100% of MESH on the basis of one new AAA share for one MESH share. As
a result, Asimilar now holds 24 million AAA shares representing approximately 1.3% of AAA’s issued share capital. It is
expected that a ‘grey market’ trading facility for AAA shares will be put in place within Q1 of 2022 as AAA seeks to attain
a listing on an international recognised stock exchange.
Audioboom Group plc (“Audioboom”)
Audioboom is a global leader in podcasting with more than 100 million downloads each month from 30 million unique
listeners around the world. Audioboom was ranked as the fourth largest podcast publisher in the US by Triton Digital in
January 2022.
Audioboom’s ad-tech and monetisation platform underpins a scalable content business that provides commercial services
for a premium network of 250 top tier podcasts.
In its quarterly update to 30 September 2021 Audioboom announced revenues for the nine months of $39.7m, up 117% for
the same period in 2020 ($18.3m). Its nine month adjusted EBITDA of $1.2m compared to a $1.6m loss for the same nine
month period in 2020.
As at 30 September 2021 Asimilar held 155,000 (2020: 53,400) shares in Audioboom which represents 0.99% (2020:
0.34%) of the issued share capital. The investment was valued at £1,575,920 at 30 September 2021 based on an Audioboom
share price of £10.20.
Magic Media Works Ltd (“Magic Media”)
Magic Media is a music entertainment technology business. The company's mission is to bring families together through
shared music entertainment experiences, making every home a connected home.
ROXi, which was launched by Magic Media in 2017, is the world's first 'made for TV' music entertainment product,
delivering music entertainment experiences that allow consumers to listen, sing, dance and play together at home.
ROXi is backed by celebrity curators Kylie Minogue, Robbie Williams and Sheryl Crow and delivers its unique interactive
experience through the stylish ROXi Console as well as through major Smart TV and Pay TV platforms, including Sky.
Offering unlimited music, karaoke-style singing, global radio access, an ambient sound machine and ROXi’s unique music
trivia game, Name That Tune, ROXi is highly differentiated and popular with its target market of older, family consumers.
The company has global rights agreements with the major labels (Universal Music Group, Sony Music Group, Warner
Music Group) and major independents including Merlin Music, providing customers with one year's access to a premium
music catalogue of over 55 million music tracks.
On 8 September 2020 Sky Q launched the ROXi music service, bringing an entertaining mix of unlimited music, music
games, radio and karaoke to the living room, all in one place.
The partnership means that the ROXi music entertainment experience is now available on the Sky Q Pay TV platform,
without the need for any additional hardware.
The launch of "ROXi on Sky Q" is part of a wider strategy to provide the ROXi experience on all major Smart TV and
Pay TV platforms, with Sky having been the first European rollout partner. Roxi is now available on Fire TV, Google TV
and Android TV.
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ASIMILAR GROUP PLC
CHAIRMAN’S STATEMENT (continued)
FOR THE YEAR ENDED 30 SEPTEMBER 2021
On 7 December 2020 Asimilar invested a further £298,204 in Magic Media via a subscription to 298,204 loan notes of
£1.00 each.
On 23 June 2021 Asimilar took up its pre-emption rights and invested a further £693,564 in loan notes of £1.10 each.
Interest will be paid on the Loan Notes at 5%, payable annually in arrears on the anniversary of the Loan Note
subscription. The Loan Notes expire on 31 January 2026. Magic Media can elect to satisfy the interest through the issuance
of further Loan Notes or shares to the Loan Note holder. Each Loan Note has a separate warrant attached which gives the
holder the right to subscribe for a share in Magic Media at £1.10 for the 693,564 Loan Notes and at £1.00 for the 298,204
Loan Notes at any time during the life of the Loan Note ("Warrant"). The exercise of the Warrants can be carried out by
offsetting the exercise subscription due against the outstanding loan amount, effectively resulting in a cashless exercise.
At 30 September 2021 Asimilar held 1,646,682 shares which represents 6.13% (2020: 7.4%) of the issued share capital.
Asimilar also holds £1,491,768 in convertible loan notes, 928,717 warrants and has options over a further 95,000 ordinary
shares in Magic Media. The carrying value of this investment was £3,352,295 at 30 September 2021.
Simplestream Limited (“Simplestream”)
Simplestream is an award winning provider of best in class, next generation TV solutions to some of the biggest players in
the broadcast, sports and media industry. Clients include A&E Networks, AMC Networks, Channel 4, Nova TV Sony
Traceplay, QVC TV, Box Nation, Little Dot Studios and At The Races amongst others.
New customers taken on during the year were GB News, Digital Theatre and Craftsy. The company delivered the
Paralympic Games on Channel 4’s website and over its OTT platform.
Simplestream’s cloud-based Media Manager platform provides broadcasters and rights owners with an end-to-end
technology services eco-system, with a full range of multi-platform TV and video distribution products including low
latency online simulcasts of TV channels, real-time sports highlights clipping, broadcaster catch-up services, social video
syndication and subscriber management services.
Simplestream’s technology platform also provides multi-channel and multi-territory front-end templated applications for a
complete range of connected devices including mobiles, tablets, connected TVs and fast-growing over the top (OTT)
platforms such as Amazon Fire TV, Apple TV and Roku. In the UK Simplestream’s “Hybrid TV” solution is used by
leading broadcasters to power “catchup” services on Freeview, Freesat, YouView and EETV.
Simplestream delivers services across Europe, the US, Africa and the Far East with further international expansion planned
for 2022.
At 30 September 2021 Asimilar held 9,943 (2020: 9,943) shares in Simplestream, which represents 6.71% (2020: 6.71%)
on a fully diluted basis and a Convertible Loan Note of £21,000. The carrying value of this investment at 30 September
2021 is £856,212.
Gfinity plc (“Gfinity”)
Gfinity is a world-leading esports solutions provider. It focuses on designing, developing and delivering esports solutions
for e-games publishers, rights holders and brands. It has contracts and partnership arrangements with EA Games, Microsoft,
FIFA, Formula 1 and Indycar.
During the year the company grew its Gfinity Digital Media group (“GDM”) through the acquisition of three digital media
assets focused on the gaming industry; EpicStream in December 2020, Stock Informer in August 2021 and SiegeGG
Corporation in September 2021. These transactions have strengthened the company’s Digital Media offering and improved
the company’s ability to offer broader and more in depth content to its dedicated fans.
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ASIMILAR GROUP PLC
CHAIRMAN’S STATEMENT (continued)
FOR THE YEAR ENDED 30 SEPTEMBER 2021
On 23 August 2021 the company completed a fundraise of £3.3m through an accelerated bookbuild.
At 30 September 2021 Asimilar held 5,962,500 (2020: 400,000) shares in Gfinity which represent 0.5% (2020: 0.05%) of
the issued share capital. The carrying value of this investment at 30 September 2021 is £224,462.
Sparkledun Limited (“Sparkeldun”)
Sparkledun is a private company which, through its trading subsidiary, Fast to Fibre Limited ("Fast to Fibre"), has rights to
exploit a patented process for the extraction of the inner core of telecoms and power cables, allowing the insertion of fibre
optic without the need for excavation or other disruptive techniques.
The Fast to Fibre commercial proposition is to reduce the cost of fibre optic deployment particularly in difficult to access
areas such as urban and city centres, thereby increasing the pace of adoption in line with government targets around the
world to provide ultra-fast internet access. Fast to Fibre has successfully completed several trials in a variety of geographical
locations and complex situations and is now progressing a number of major commercial opportunities in the UK, Europe,
North America and India.
On 31 March 2021, Asimilar agreed to invest a further £300,044 for 5,047 new ordinary shares. This was part of a fund
raise of £2.7 million to fund growth, marketing and R&D.
At 30 September 2021 Asimilar held 8,307 (2020: 3,260) ordinary shares of £1.00 each in the issued share capital of
Sparkeldun, which represents 4% (2020: 1.88%) of its issued share capital. The carrying value of this investment was
£493,851 at 30 September 2021.
SeeQuestor Limited (“SeeQuestor”)
SeeQuestor brings together leaders in cyber security and computer vision to deliver an Artificial Intelligence (“AI”) tool
to comb through some of the estimated 1.5 trillion hours of CCTV footage produced per year, harnessing what the Directors
believe to be world leading AI technology and affordable supercomputing to turn terabytes of video into actionable
intelligence.
SeeQuestor has two main products available: SeeQuestor 'Post-Event' which allows teams to comb through archives of
video footage to find persons of interest or vehicles, helping to solve investigations in a fraction of the time that would
otherwise be needed; and SeeQuestor 'iCCTV' which monitors surveillance cameras in real-time. Use cases range from
homeland security to smart cities, airports, industrial and mining operations.
The SeeQuestor 'Post-Event' product has been used successfully to solve crimes by 20 police forces in the UK and overseas.
Having successfully completed a number of pilots in the field through 2019, SeeQuestor 'iCCTV' is now being deployed
at scale to secure sensitive events and sites in several countries.
On 9 November 2020, Asimilar Investments Limited (“AIL”) invested a further £250,000 for 16,892 new equity shares in
addition to the 47,018 already held.
0n 31 December 2020 AIL invested a further £250,000 for new equity shares and was also granted a 1 for 1 warrant to
subscribe for further new ordinary shares in SeeQuestor. These warrants have also been applied on a one for one basis to
the previous investment of £250,000 made on 9 November 2020. The warrants were exercised in December 2021.
The holding of SeeQuestor shares totalled 80,802 as at 30 September 2021, representing 7.08% of the issued share capital
of SeeQuestor, and the carrying value of the investment was £970,138.
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ASIMILAR GROUP PLC
CHAIRMAN’S STATEMENT (continued)
FOR THE YEAR ENDED 30 SEPTEMBER 2021
Low 6 Limited
Low6 Limited has developed an app for “pool betting” gameplay designed for Millennials to compete against each other
rather than traditionally pitted against ‘the House’. Distribution is through multi-channel platform technology. Gameplay
is available via ‘Global network’ or ‘Ring-fenced geo-specific’ tenants and/or locations.
On 2 October 2020 Asimilar converted £60,000 of Convertible Loan Notes into 4,408 shares. On 19 December 2020
Asimilar exercised the warrants it held to bring the total investment in Low 6 Limited to 6,612 shares, representing some
0.01% of the issued share capital. The carrying value of the investment was £119,993 at year end.
Zeelo Limited
Zeelo Limited’s ambition is to build the world’s leading smart mobility platform for organizations, enabling access to safe
and sustainable transportation for everyday journeys. It seeks to use technology and data to provide flexible and cost
efficient transportation programmes in public transit deserts. This includes the smart provision and procurement of shared
transport for businesses and providing employees with a safer commute to work and in education getting students to schools
and colleges safely and competitively. It also gives transport operators access to new business via a digitised service.
Zeelo has grown very impressively over 2021 in terms of journeys taken on the platform and significant revenue and the
Board is confident it will realise the value of its investment in the near term.
On 4 August 2021 Asimilar invested £301,850 for 122 A preference shares which represents 0.01% of the issued share
capital. The carrying value of this investment was £301,850 at 30 September 2021.
Asimilar Investments Limited (“AIL”) formerly Intrinsic Capital (Jersey) Limited
On 30 August 2020 Asimilar acquired Asimilar Investments Limited (“AIL”), formerly Intrinsic Capital (Jersey) Limited
(“ICJL”) in order to allow Asimilar to manage its portfolio with the benefit of the more benign capital gains tax regime
available in Jersey in respect of some of its current and future investments.
AIL was a party to an investment agreement with Dev Clever Holdings Plc ("Dev Clever"), as announced by Dev Clever
on 13 May 2020, giving AIL a right to subscribe for up to 100,000,000 ordinary shares in Dev Clever at a price of 10 pence
per Dev Clever share (the "Dev Clever Investment Agreement"). Following the exercise of all of these subscription rights,
AIL would have been entitled to exercise a warrant to subscribe for up to 50,000,000 additional Dev Clever shares at a
price of 25 pence per Dev Clever Share (the "Dev Clever Warrant").
At the date of acquisition AIL had exercised part of the option and invested £250,000 for 2,500,000 of Dev Clever shares.
Under the terms of the acquisition agreement of AIL, the Company acquired the entire issued share capital of AIL in return
for the issuance of 1,000,000 new Asimilar ordinary shares credited as fully paid ("Consideration Shares"). In addition
Mark Horrocks, the sole owner of AIL, was granted warrants to subscribe for up to 9,000,000 Asimilar ordinary shares in
2 tranches of up to 4,500,000 warrants per tranche. Each tranche was exercisable for two years after the relevant price
criteria in Dev Clever having been reached. The relevant price criteria are the mid-market closing price of Dev Clever
Shares for a period of five consecutive Business Days being or exceeding (i) 28 pence; and (ii) 55 pence respectively. The
number of warrants which Mr Horrocks will be able to exercise will be proportional to the number of shares in Dev Clever
subscribed for by the Company or AIL pursuant to the Dev Clever Investment Agreement at the date of exercise of such
warrants.
On 29 March 2021, the Company announced that the mid-market closing price of shares in Dev Clever had exceeded 28
pence for a period of five consecutive Business Days. Therefore 70 per cent of the first tranche of 4,500,000 warrants in
Asimilar (equating to 3,150,000 warrants) issued to Mark Horrocks have vested. The 3,150,000 warrants are exercisable
at 0.01 pence per Asimilar ordinary share until 29 March 2023.
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ASIMILAR GROUP PLC
CHAIRMAN’S STATEMENT (continued)
FOR THE YEAR ENDED 30 SEPTEMBER 2021
COVID -19 statement
The continuing global presence of coronavirus COVID-19 during the year continued to impact on the markets and business
activity. The board has been in discussions, where possible, with its investee companies to better understand the impact on
their business and actions taken to protect the businesses.
Our investee companies have carried out risk assessments and successfully implemented a number of actions to protect
their workers and businesses.
Share issues
During the year Asimilar Group Plc issued new shares as a result of the exercise of various warrants as follows:
-
-
2,760,000 5p warrants were exercised raising funds of £138,000.
11,562,500 30p warrants were exercised raising funds of £3,468,750.
The following warrants were issued during the year (in addition to the 3,150,000 warrants issued to Mark Horrocks referred
to above):
-
-
-
1,000,000 director warrants to Mark Horrocks with an exercise price of 30p per share.
6,000,000 warrants to Sitius relating to the disposal of the DevClever Option and Warrants with an exercise price
of 50p per share.
250,000 director warrants to Michael Preen with an exercise price of 60p per share.
Post Year End Transactions
On 29 October 2021 All Active Asset Capital Limited (“AAA”) completed its acquisition of MESH. Asimilar now holds
24m shares in AAA which represented 1.3% of AAA’s issued share capital. AAA currently holds 185,917 shares of
AAQUA N.V. which represents 32.5% of the issued share capital of AAQUA NV and 28,000 shares of Sentiance N.V.
which represents 25.3% of the current issued share capital of that company.
AAA is a technology investing company, previously listed on AIM. It is pursuing a strategy of investing in opportunities
within the global technology, software and Artificial Intelligence space, seeking to expose investors to a portfolio of
potential future market leaders. It has announced its intention to re-list on a recognised international exchange and ahead
of that, to enable a ‘grey market’ trading facility in its shares during 2022.
AAQUA is a new social and community platform, centred around passions, connecting like-minded people, fans, icons,
creators and brands through a federated network of passion communities. AAQUA's plan is to reshape the social media
experience along more positive and inclusive lines by empowering peer-level communities, celebrating authentic and
purposeful connections, and unleashing the power of co-creation.
Sentiance is a Belgian intelligence-driven data science and behaviour change company. Sentiance’s technology is designed
to turn motion data into contextual insights and uses behavioural change techniques to personalise engagement for safer
and sustainable mobility and well-being experiences.
On 24 December 2021, Dev Clever announced that trading in its ordinary shares were to be suspended pending the approval
by the FCA of the acquisition of Veative Labs Pte Ltd (Singapore) by Dev Clever.
On 31 December, AIL exercised its SeeQuestor warrants and invested £337,840 for a further 33,784 new shares to bring
its total holding to 67,568 and total Group holding to 114,586.
0n 22 February 2022, the Company issued 240,000 new ordinary shares as a result of a warrant exercise.
8
ASIMILAR GROUP PLC
CHAIRMAN’S STATEMENT (continued)
FOR THE YEAR ENDED 30 SEPTEMBER 2021
Investment Strategy
The shareholders approved amendments to the investing strategy at the Company’s latest AGM held in July 2021. As a
result the Board broadened its investing policy to encompass the broader technology sector whilst remaining primarily
focused on opportunities within Big Data, Machine Learning, Telematics and Internet of Things. It also removed the stated
intention of only considering businesses that are generating positive cash flows or are likely to so imminently, so that
investments in earlier stage, high growth, disruptive companies can be considered. The full text of the amended investing
policy is as follows:
The Company's Investing Policy is to invest in businesses which have some or all of the following characteristics:
strong management with a proven track record;
ready for investment without the need for material re-structuring by the Company
via an injection of new finances or specialist management, the Company can enhance the prospects and
therefore the future value of the investment;
able to benefit from the Directors existing network of contacts; and
the potential to deliver significant returns for the Company.
Asimilar Group Plc will invest in the technology and software sectors and aims to focus primarily on opportunities in the
Big Data, Machine Learning, Telematics and Internet of Things areas.
Whilst the Directors are principally focused on making investments in private businesses, they do not rule out
investments in listed businesses if this presents, in their judgment, the best opportunity for Shareholders.
The Company intends to be an active investor in situations where the Company can make a clear contribution to the
progress and development of the investment. In respect of other more substantial investment opportunities, the Directors
expect the Company to be more of a passive investor.
The Directors believe that their broad collective experience together with their extensive network of contacts assists them
in the identification, evaluation and funding of appropriate investment opportunities. When necessary, other external
professionals will be engaged to assist in the due diligence on prospective targets and their management teams. The
Directors will also consider appointing additional directors with relevant experience if required.
There exists no limit on the number of projects into which the Company may invest, and the Company's financial
resources may be invested in a number of propositions or in just one investment, which may be deemed to be a reverse
takeover pursuant to Rule 14 of the AIM Rules. Where the Company builds a portfolio of related assets it is possible that
there may be cross-holdings between such assets. The Company does not currently intend to fund any investments with
debt or other borrowings but may do so if appropriate.
The Company's primary objective is that of securing for the Shareholders the best possible value consistent with
achieving, over time, both capital growth and income for Shareholders through developing profitability coupled with
dividend payments on a sustainable basis.
Outlook
The Board will continue to pursue and evaluate opportunities that meet the investment criteria. It remains very optimistic
on the opportunities our portfolio companies are presented with in the coming months and believe several have the potential
to make material advances in 2022. We very much look forward to updating the market with news on a number of fronts.
I would like to thank our shareholders and advisors for sharing our vision and supporting the Board.
John Taylor
Chairman
Date: 18 March 2022
9
ASIMILAR GROUP PLC
STRATEGIC REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2021
Principal Activity
The Company is an investment company and focuses on opportunities in the fields of big data, machine learning, telematics
and the internet of things (IoT).
Business Review and Future Developments
A review of the business during the year and the likely future direction are explained in the Chairman’s Statement on pages
2 to 9.
Risks and Uncertainties
The Company is subject to a number of risks and uncertainties. The board of directors is responsible for establishing internal
controls, reviewing them for their effectiveness and mitigating risk. The key risks and how they are mitigated are detailed
below:
The Company’s performance can be affected by general economic downturn. Forward looking indicators
are regularly reviewed to identify varying market conditions.
The cost base is reviewed regularly and the current management structure in place allows management
to respond to changing circumstances very quickly.
Performance of investments will be a risk to the Company in the future. To mitigate the risks inherent in
making investments the Company carries out sufficient due diligence on acquisitions and monitors the
performance of investments by regular review of financial information.
As an investment company the directors will continue to ensure that there are sufficient funds in place to
support the continuing investment strategy.
Key performance indicators
Measuring performance is integral to our strategic growth. The board has selected KPIs to benchmark the Company's
progress and consider that future investment income and investment growth will be the measures used to assess the progress
of the Company.
Investment income: is detailed in the statement of comprehensive income. The board recognises that not all investments
will generate income for the Company as they are early stage start-ups and will be continually re-investing cash generated
back into the business for further growth. Investment income received during the year was £20,377 (2020: £49,945).
Investment growth: the board monitors progress of its investments on a quarterly basis and has a presence on the board
of its private investments either as a formal board member and / or observer to closely monitor the progress of its
investments and assist the management where it can add value. Investment growth is detailed in note 13.
Overhead base: the board is satisfied with the level of costs and that these have been maintained to an appropriate level.
Approval
This report was approved by the board of directors and authorised for issue on 18 March 2022 and signed on its behalf by:
John Taylor
Chairman
10
ASIMILAR GROUP PLC
DIRECTORS’ REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2021
The directors present their report together with the financial statements for the year ended 30 September 2021.
Directors who served during the year
J E Taylor (Chairman)
M Horrocks
M D Preen (Appointed 18 June 2021)
M S Bhatti
D J Stewart (Resigned 20 October 2020)
Directors and Directors’ Interests
The directors who served during the year and their interest in the shares of the Company at year end are detailed below:
Details of Directors' Warrants
Current directors
John Taylor- exercise price 10p, expire 31 December 2022
Mark Horrocks* - exercise price 0.01p, expire 29 March 2023
Mark Horrocks**- exercise price 0.01p, expire 31 December 2025
Mark Horrocks – exercise price 30p, expire 23 October 2023
Sohail Bhatti - exercise price 5p, expire 31 May 2022
Sohail Bhatti - exercise price 10p, expire 31 December 2022
Michael Preen – exercise price 60p, expire 17 June 2024
Former directors
Donald Stewart - exercise price 10p, expire 31 December 2022
Simon Robinson*** - exercise price 5p, expire 31 May 2022
Sean Nicolson*** - exercise price 5p, expire 31 May 2022
Warrants
2021
Number
2,000,000
3,150,000
3,150,000
1,000,000
2,000,000
1,000,000
250,000
2020
Number
2,000,000
4,500,000
4,500,000
-
2,000,000
1,000,000
-
2,000,000
-
-
-----------------------
14,300,000
===========
2,000,000
1,000,000
500,000
-----------------------
17,500,000
===========
*Exercisable in the event mid-market price of Dev Clever is or exceeds 28p for at least 5 consecutive business days and
pro rata entitlement based on the amount of Dev Clever options exercised by AIL. On 29 March 2021, the Company
announced that the mid-market closing price of shares in Dev Clever exceeded 28 pence for a period of five consecutive
Business Days. Therefore 70 per cent of the first tranche of 4,500,000 warrants (equating to 3,150,000 warrants) issued to
Mark Horrocks had vested. The 3,150,000 warrants are exercisable at 0.01 pence per Asimilar ordinary share until 29
March 2023.
** Exercisable in the event mid-market price of Dev Clever is or exceeds 55p for at least 5 consecutive business days
and pro rata entitlement based on the amount of Dev Clever options exercised by AIL.
***Resigned on 3 December 2019
11
ASIMILAR GROUP PLC
DIRECTORS’ REPORT (Continued)
FOR THE YEAR ENDED 30 SEPTEMBER 2021
John Taylor
Mark Horrocks
Sohail Bhatti
Michael Preen
Shares Warrants
Shares Warrants Shares Warrants
Shares Warrants
At 1 October 2020
-
2,000,000
1,651,471
6,300,000
66,667
3,000,000
N/A
N/A
Held on Appointment*
Granted 22 October 2020**
Granted 18 June 2021**
- - - - - - 164,399
-
- - - 1,000,000 - - -
- - - - - - - 250,000
At 30 September 2021
-
2,000,000
1,651,471
7,300,000
66,667
3,000,000
164,399
250,000
*On date of appointment Michael Preen, together with close family, held 164,399 shares
**Warrants granted to directors during the year on date of grant were valued at £169,000. Further details are provided in
notes 19 of the financial statements.
Significant and substantial shareholders
As at 18 March 2022 the Company had been notified of the following interest of 3% or more in the share capital of the
Company, save for the directors whose interests are disclosed above:
Shareholder
Number
%
Nigel Wray
Mirador FZE
Chris Akers
David Von Rosen*
Sitius Ltd*
Rory O’Sullivan
Intertrader
Mrs DJ Horrocks
11,502,500
10,000,000
8,387,462
7.081.168
6,000,000
5,250,000
5,125,000
3,771,474
9.43%
8.20%
6.88%
5.81%
4.92%
4.31%
4.20%
3.09%
*Sitius Ltd is controlled by David Von Rosen
12
ASIMILAR GROUP PLC
DIRECTORS’ REPORT (Continued)
FOR THE YEAR ENDED 30 SEPTEMBER 2021
Statement of disclosure of information to the auditor
The directors who were in office on the date of approval of these financial statements have confirmed that, as far as they
are aware, there is no relevant audit information of which the Company’s auditor is unaware, and each director has taken
all steps that they ought to have taken as directors to make themselves aware of any relevant audit information and to
establish that the Company’s auditor is aware of that information.
Going concern
The directors have prepared a cash flow forecast for the period ending 30 April 2023. Having considered all known costs,
the board is of the opinion that there are sufficient funds available to continue as a going concern for the foreseeable future.
The board will consider raising additional funds to continue to carry out its investment strategy as opportunities arise.
Dividends
The board does not propose to pay any dividend for the year (2020: £nil).
The report was approved by the directors on 18 March 2022 and signed on its behalf by:
John Taylor
Chairman
13
ASIMILAR GROUP PLC
CORPORATE GOVERNANCE STATEMENT
FOR THE YEAR ENDED 30 SEPTEMBER 2021
The Group has adopted the Quoted Companies Alliance’s Corporate Governance Code (the “QCA Code”), as revised and
reissued in May 2018.
John Taylor, in his capacity as Non-Executive Chairman, has assumed responsibility for leading the Board effectively and
ensuring that the Group has appropriate corporate governance standards in place and that these standards are observed and
applied within the Group as a whole.
The corporate governance arrangements that the Board has adopted are intended to ensure that the Group delivers medium
and long-term value to its shareholders. The Board maintains a regular dialogue with its major investors and other
professional investors, providing them with such information on the Group’s progress as is permitted by the AIM rules,
MAR and the requirements of the relevant legislation.
It should be noted that all the Directors are shareholders and/or warrant holders in the Group. The Directors therefore view
their own medium and long-term interests to be integrally linked to the medium and long-term value of the Group and, as
such, the interests of the Directors are directly aligned with those of the shareholders.
The Board currently consists of three Independent Non-Executives, John Taylor, Michael Preen and Mark Horrocks, and
one Executive Director, Sohail Bhatti. Donald Stewart was an Independent Non-Executive of the Company from 3
December 2019 until he retired from the Board on 26 October 2020. Mark Horrocks joined the Board as an Independent
Non-Executive on 23 September 2020 and Michael Preen joined the board as an Independent Non-Executive on 18 June
2021.
The QCA Code sets out ten principles that should be applied. These are listed on the Company’s website at
www.asimilargroup.com together with an explanation of how the Company applies each of the principles. The ten
principles are:
1. establish a strategy and business model which promote long-term value for shareholders
2. seek to understand and meet shareholder needs and expectations
3. take into account wider stakeholder and social responsibilities and their implications for long-term success
4. embed effective risk management, considering both opportunities and threats, throughout the organisation
5. maintain the board as a well-functioning, balanced team led by the chair
6. ensure that between them the directors have the necessary up-to-date experience, skills and capabilities
7. evaluate board performance based on clear and relevant objectives, seeking continuous improvement
8. promote a corporate culture that is based on ethical values and behaviours
9. maintain governance structures and processes that are fit for purpose and support good decision-making by the board
10. communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other
relevant stakeholders.
Set out below are further disclosures on certain particularly relevant principles.
14
ASIMILAR GROUP PLC
CORPORATE GOVERNANCE STATEMENT (Continued)
FOR THE YEAR ENDED 30 SEPTEMBER 2021
Principle 1 – Business Model and Strategy
Asimilar is a technology investing group which invests in businesses that develop purpose-built technology and operational
expertise with potential to scale and generate positive returns for shareholders.
Asimilar backs founders that have a dedicated passion and competency for creating and engineering premium customer
experiences through technology, content and product innovation.
Asimilar evaluates a significant pipeline of potential investment opportunities based on the principles stated in its investing
policy. Before investing, the Board always evaluates the opportunities diligently and takes valued input from key
shareholders and our investor partners on the potential value of the investment opportunities which it sources.
The Board often takes active positions within Asimilar’s investee companies so that the Group can partner and support our
investee founders and boards proactively, in their strategy and business plan execution, thereby seeking to grow and
optimise investments for the Group’s shareholders. As an investment business, Asimilar is dependent on its investee
companies successfully executing their business plans and managing a positive exit for its investments and investors, which
sometimes takes longer than initially envisaged.
Further information on the strategy of the Group is set out in the Chairman’s statement on pages 2 to 9 above and the risks
the Board consider to be the most significant for potential investors and Shareholders are set out on page10 of the
Strategic Report above.
Principle 4 – Risk Management
The Board has overall responsibility for the determination of the Group’s risk management objectives and policies and
recognises the need for an effective and well-defined risk management process. The overall objective of the Board is to set
policies that seek to reduce risk as far as possible without unduly affecting the Group’s competitiveness and flexibility.
The Board is responsible for the monitoring of financial performance against budget and forecast and the formulation of
the Group’s risk appetite including the identification, assessment and monitoring of the Group’s principal risks.
For further information on the risks the Board consider to be the most significant for potential investors, Shareholders are
referred to in the section headed “Risks and uncertainties” set out on page 10 above.
The Board has delegated certain authorities to committees, each with formal terms of reference. As part of its terms of
reference, the Audit Committee is obliged, inter alia, to keep under review the Group’s internal financial controls systems
that identify, assess, manage and monitor financial risks, and other internal control and risk management systems, review
the adequacy and security of the Group’s arrangements for its employees and contractors to raise concerns, in confidence,
about possible wrongdoing in financial reporting or other matters and ensure that these arrangements allow proportionate
and independent investigation of such matters and appropriate follow up action, review the Group’s procedures for
detecting fraud and review the Group’s systems and controls for the prevention of bribery.
Principle 5 – A Well-functioning Board of Directors
The Board is responsible for the management of the business of the Group, setting the strategic direction of the Group and
establishing the policies of the Group. It is the Board’s responsibility to oversee the financial position of the Group and
monitor the business and affairs of the Group on behalf of Shareholders, to whom the Directors are accountable. The
primary duty of the Board is to act in the best interests of the Group at all times. The Board also addresses issues relating
to internal control and the Group’s approach to risk management.
The Board currently consists of one Executive Director, being the Chief Finance Officer, and three Non-Executive
Directors.
John Taylor chairs the Board. The Executive Director (Sohail Bhatti) has industry and technical knowledge and financial
expertise. The Non-Executive Directors have public market and investing experience (John Taylor and Mark Horrocks).
Sohail Bhatti also acts as the Company Secretary. Michael Preen who was appointed on 18 June 2021 has legal, regulatory
and investing experience.
15
ASIMILAR GROUP PLC
CORPORATE GOVERNANCE STATEMENT (Continued)
FOR THE YEAR ENDED 30 SEPTEMBER 2021
The Board holds board meetings whenever issues arise which require the attention of the Board.
The Executive Director is employed for 3 days per week, and the Non-Executive Directors are expected to devote at least
two days per month to the affairs of the Company and such additional time as may be necessary to fulfil their roles.
The Board has also established an Audit Committee and a Remuneration Committee. The Company considers that, at this
stage of its development, and given the current size of its Board, it is not necessary to establish a formal Nominations
Committee and nominations to the Board will be dealt with by the whole Board. This position will be reviewed on a regular
basis by the Directors.
Audit Committee
Until 26 October 2020 the Audit Committee comprised Donald Stewart, as Chairman, and John Taylor. Until 17 June
2021 it comprised Mark Horrocks, as Chairman, and John Taylor and currently comprises Mark Horrocks as Chairman,
John Taylor and Michael Preen, and meets not less than twice a year. The committee is responsible for making
recommendations to the Board on the appointment of auditors and the audit fee and for ensuring that the financial
performance of the Group is properly monitored and reported. In addition, the Audit Committee receives and reviews
reports from management and the auditors relating to the interim report, the annual report and accounts and the internal
control systems of the Group.
As noted above the Audit Committee is also responsible for reviewing the Group’s internal financial controls systems that
identify, assess, manage and monitor financial risks, other internal control and risk management systems and other aspects
of risk management.
During the year under review, the Audit Committee has worked with and reviewed the work of the Group’s auditors in the
production of the Interim Report of the Group for the six months ended 31 March 2021 and the Report and Accounts of
the Group for the year ended 30 September 2021 set out in this document.
Remuneration Committee
The Remuneration Committee comprises John Taylor as Chairman, Mark Horrocks and Michael Preen and meets not less
than twice each year. The committee is responsible for the review and recommendation of the scale and structure of
remuneration for senior management, including any bonus arrangements or the award of share options with due regard to
the interests of the Shareholders and the performance of the Group.
The Remuneration Committee made no new recommendations to the board in relation to the issue of share options to
existing employees of the Group. It did recommend the award of 250,000 warrants to Michael Preen on his appointment
to the board. The amounts of remuneration for each Director are set out on page 26 below. These include basic salary,
bonus and the estimated monetary value of benefits in kind.
During the year under review the Board held 14 board meetings, at which all the members of the Board were present. In
addition to the Company’s formal board meetings, all of the directors regularly discuss matters affecting the business and
the strategy of the Group.
The number of board meetings attended by each director was as follows.
Director
Number of Meetings
Attended
Percent of Meetings
During Time in Office
John Taylor
Sohail Bhatti
Mark Horrocks
Michael Preen (appointed 18 June
2021)
14
14
14
3
100%
100%
100%
100%
16
ASIMILAR GROUP PLC
CORPORATE GOVERNANCE STATEMENT (Continued)
FOR THE YEAR ENDED 30 SEPTEMBER 2021
Specific matters are reserved to the Board and are set out in a written statement adopted by the board. Such matters include
overall group strategy, the annual business plan, the making and disposal of investments, the approval of the accounts, risk
management, the appointment of senior management and the appointment and removal of the auditors. The board also
seeks to ensure that the necessary financial and human resources are in place for the Group to be able to meet its objectives,
to review management performance and to ensure that its obligations to its shareholders are understood and met.
Principle 6 – Appropriate Skills and Experience of the Directors
The Group believes that the current balance of skills within the Board as a whole reflects a broad and appropriate range of
commercial, technical and professional skills relevant to the sectors in which the Group operates and its status as an AIM
listed company.
Biographical details of each of the Directors are set out below:
JohnTaylor
Non-Executive Chairman
Member of the board since 3 December 2019
John's most recent focus has been on assisting small cap listed companies with their development. Prior to this, he spent
18 months working in private equity backed portfolio companies, driving operational turnaround initiatives and
implementing costing systems. He spent over 20 years in the Army Air Corps, leaving in 2015 with the rank of Lieutenant
Colonel. Between 2013 and 2015 he was senior strategic communications officer for the Ministry of Defence. John is a
non-executive director of BrandShield Systems Plc, an AIM quoted cyber security company. He is also a director of 3
companies listed on the AQSE, those being Quetzal Capital Plc, TECC Capital Plc and IamFire Plc. He was previously a
director of Pathfinder Minerals Plc and of of Sabien Technology Group plc, an AIM-quoted provider of energy reduction
technologies. He was also a director of KIN Group Plc which became Bidstack Group Plc following a Reverse Takeover
transaction.
Mark Horrocks
Non-Executive Director
Member of the board since 23 September 2020
Mark Horrocks has over 37 years' experience in financial markets and has been involved mainly in large scale institutional
fund management. He has worked as a research analyst and fund manager for a FTSE100 insurance group. In addition, he
has always maintained a keen interest in supporting smaller companies and identifying nascent opportunities as investor
and supporting as mentor and, on occasion, board member. In 1997 Mark co-founded Intrinsic Capital Partnership Limited,
in order to self-manage the Intrinsic Value PLC Investment Trust, an investor in mainly small/micro capitalized quoted
companies. Mark then established Intrinsic Capital LLP in 2007 as a regulated corporate and introductory business and
extended the regulatory permission to include a retail investment management offering in 2015 seeking to add value with
a straightforward, transparent and cost-efficient service to high net worth and professional investors.
Sohail Bhatti
Finance Director
Member of the board since 2014
Mohammed Sohail Bhatti is a Fellow of The Association of Chartered Certified Accountants (FCCA), and has served as
finance and non-executive director of a number of private and quoted companies for more than 20 years. In 1998, he joined
Transcomm plc, an AIM quoted telecommunications group as finance director for one of its subsidiary undertakings and
served for 6 years until its acquisition by British Telecom in 2004. Later that year he supported the private equity acquisition
of a former Ericsson data radio technology company, and founded Woodhouse Price Limited, a licensed accountancy
practice.
17
ASIMILAR GROUP PLC
CORPORATE GOVERNANCE STATEMENT (Continued)
FOR THE YEAR ENDED 30 SEPTEMBER 2021
Sohail Bhatti also acts as the Company Secretary and is responsible for ensuring that Board procedures are followed and
that the Company complies with all applicable rules, regulations and obligations governing its operation, as well as helping
the Chairman maintain good standards of corporate governance.
Michael Preen
Non-Executive Director
Member of the board since 18 June 2021
Michael Preen is a qualified solicitor with 25 years' experience in the provision of legal, corporate and governance
advisory services. He qualified and spent 6 years in the market-leading investment funds team at Norton Rose (now
Norton Rose Fulbright), a major international law firm, before becoming a vice-president in the corporate advisory
division at Dresdner Kleinwort Wasserstein, a European investment bank.
Following two years in Australia as a senior associate specialising in real estate investment funds with Mallesons Stephen
Jaques (now King & Wood Mallesons), a leading law firm in the region, he returned to the UK and joined Development
Capital Management, a global real estate fund management group, where he held a number of senior management roles
and was instrumental in establishing its FCA regulated securities division.
From 2009 to 2014 he held the position of Head of Corporate and Legal Affairs at Hydrodec Group plc, an AIM listed
clean tech oil company, before establishing his own corporate and governance consultancy business where he provides
advisory services to the boards of various public and private companies, focussing on small cap technology clients.
The Directors have access to the Company’s external advisers e.g. NOMAD, lawyers and auditors as and when required
and are able to obtain advice from other external advisers when necessary.
All Directors have access to independent legal advice at the Company’s expense.
The Board will seek to take into account Board imbalances for future nominations.
Principle 7 – Evaluation of Board Performance
The effectiveness and the performance of each director is reviewed on an annual basis. The Company undertakes annual
monitoring of personal and corporate performance. The board currently considers that the use of external consultants to
facilitate the board evaluation process is unlikely to be of significant benefit to the process, although the option of doing
so is kept under review.
Over the next 12 months the Company intends to review the performance of the board as a whole to ensure that the members
of the board collectively function in an efficient and productive manner and identify any development or mentoring needs
of individual directors. The focus of the review will be to identify any gaps in skills and experience, how well the board
functions as a group and the individual contributions made by each director. The Chairman will be responsible for leading
the review and will involve external support as appropriate.
The Board is aware that succession planning is a vital task and the management of succession planning represents a key
responsibility of the Board. The balance of skills required of the Board as a whole is under constant review as the business
develops. As a result the composition of the Board will change over time. The Board would appoint additional directors
in the event that outstanding people with relevant skills are able to make the necessary commitment to drive the business
forward.
Principle 8 – Corporate Culture
The Group recognises the importance of promoting an ethical corporate culture based on sound ethical values and
behaviours, interacting responsibly with all stakeholders and the communities and environments in which the Group
operates. The Board considers this to be essential to maximise shareholder value. This means promoting strong business
ethics.
18
ASIMILAR GROUP PLC
CORPORATE GOVERNANCE STATEMENT (Continued)
FOR THE YEAR ENDED 30 SEPTEMBER 2021
As a first priority, the Group seeks to uphold individual human rights in its operations, and expects the same from all the
companies that it invests in. The Group’s policies outline the behaviours expected and set out the Group’s zero tolerance
approach towards any form of modern slavery, discrimination or unethical behaviour relating to bribery, corruption or
business conduct.
The Company is committed to building an inclusive culture. Discrimination in all its forms (including on the basis of age,
race, sexual orientation, religion, national origin and gender) is not tolerated at any level.
The Directors view their own medium and long-term interests to be integrally linked to the medium and long-term value
of the Group, and, as such, the interests of the Directors are directly aligned with those of the shareholders. The Group has
adopted policies to deal with corruption and bribery and to comply with the UK Bribery Act.
Principle 10 – Shareholder Communication
The Company remains committed to listening to and communicating openly with its shareholders to ensure that its strategy,
business model and performance are clearly understood and that the board understands the needs and expectation of its
shareholders. Understanding what our shareholders think about us is a key part of driving our business forward and we
actively seek dialogue with the market. The Company communicates with shareholders through the annual report, full year
and half year announcements, the AGM and one to one meetings with large existing or potential new shareholders. A range
of corporate information (including all Company announcements and shareholder communications) is also available to
shareholders, investors and the public on the Company’s corporate website (http://www.asimilargroup.com). The board
receives regular updates on the views of shareholders through briefings and reports from the Company’s broker.
The Company regularly participates at investor shows offering smaller and private investors similar insight into the
Company and access to management. However due to COVID-19, the Company has not been able to do this for the last
year.
The Company discloses contact details on its website and on all announcements released via RNS, should shareholders
wish to communicate with the board. Communication with shareholders is co-ordinated by the Chairman.
The board is keen to promote greater liquidity in the Company’s shares. The board seeks to build on a mutual understanding
of objectives between the Company and its shareholders by:
Communicating regularly throughout the year.
Providing information to shareholders in a balanced and understandable way.
Meeting shareholders to discuss long term issues and to obtain their views.
Encouraging private investors, in particular, to attend the AGM, so that they have an opportunity to ask questions
of the board and are equipped to make their own assessment of the Company’s position and prospects.
Regular meetings of the board being used as the forum to ensure that non-executive directors are updated on the
views of major shareholders that have been communicated to the executive director or the Chairman.
19
ASIMILAR GROUP PLC
CORPORATE GOVERNANCE STATEMENT (Continued)
FOR THE YEAR ENDED 30 SEPTEMBER 2021
Independence of the Independent Auditors
Both the audit committee and the independent auditors have in place safeguards to avoid the auditors' objectivity and
independence being compromised. One such safeguard is a policy of five yearly rotation of audit partner. The Company's
policy with regard to services provided by the independent auditors is as follows:
Statutory audit services
The independent auditors, who are appointed annually by the shareholders, undertake this work. The audit
committee reviews the auditors' performance on an ongoing basis, as well as continuing to assess their
impendence. The auditor’s report to the audit committee on the actions they take to comply with the professional
and regulatory requirements and best practice designed to ensure their independence, including the rotation of key
members of the audit team. Haysmacintyre LLP has formally confirmed this to the board.
Non-audit services
The independent auditors provide only one ongoing non-audit service to the Group, being the review of interim
financial information. The audit committee does not consider this to adversely impact the independence of the
statutory audit.
These safeguards, which are monitored by the audit committee, are regularly reviewed and updated to ensure they
remain appropriate. The disclosure of non-audit fees paid to Haysmacintyre LLP during the year is included in
note 7 to the financial statements.
Going concern
The directors have prepared a cash flow forecast to the end of April 2023. Having considered all known costs and expected
income from warrant exercises, the board is of the opinion that there are sufficient funds available to continue as a going
concern for the foreseeable future. The board would also consider raising additional funds in due course to continue to
carry out its investment strategy as opportunities arise.
Section 172 Statement
Under section 172 of the Companies Act 2006 (“Section 172”), a director of a company must act in a way that they consider,
in good faith, would most likely promote the success of the company for the benefit of its members as a whole, taking into
account the non-exhaustive list of factors set out in Section 172.
Section 172 also requires directors to take into consideration the interests of other stakeholders set out in Section 172(1) in
their decision making.
Asimilar’s key stakeholders include its investors, employees and investee companies.
The Company’s strategy is to be a successful and profitable investment company focused on technology opportunities in
the fields of big data, machine learning, telematics and the internet of things (IoT). We will achieve this by identifying
early stage or turnaround opportunities that require investment. We will invest into businesses with content and delivery
capability that engage customers, monetise the user experience and have potential to scale.
Upon the successful implementation of the Company’s strategy, the Company will have an expanded range of internal and
external stakeholders, relations with which the Board will take into consideration when making decisions on Company
strategy.
Engagement with our shareholders plays an essential role throughout our business. We are cognisant of fostering an
effective and mutually beneficial relationship with our shareholders. Our understanding of our shareholders is factored into
boardroom discussions regarding the potential long-term impacts of our strategic decisions.
20
ASIMILAR GROUP PLC
CORPORATE GOVERNANCE STATEMENT (Continued)
FOR THE YEAR ENDED 30 SEPTEMBER 2021
Post the reporting period end, the directors of the Company have continued to have regard to the interests of the Company’s
stakeholders, including the potential impact of its future activities on the community, the environment and the Company’s
reputation when making decisions. The Directors also continue to take all necessary measures to ensure the Company is
acting in good faith and fairly between shareholders and is promoting the success of the Company for its shareholders in
the long term.
The table below acts as our Section 172 statement by setting out the key stakeholder groups, their interests and how the
Company engages with them. Given the importance of stakeholder focus, long-term strategy and reputation to the
Company, these themes are also discussed throughout this Annual Report.
21
ASIMILAR GROUP PLC
CORPORATE GOVERNANCE STATEMENT (Continued)
FOR THE YEAR ENDED 30 SEPTEMBER 2021
Stakeholder
Our Investors
Our Employees
Our Investee
Companies
Why we engage
We maintain and value regular dialogue
with our financial stakeholders throughout
the year and place great importance on our
relationship with them. We know that our
investors expect a comprehensive insight
into the financial performance of the
Company, and awareness of our long-term
strategy and direction. As such, we aim to
provide high levels of transparency and
clarity about our results and long-term
strategy and to build trust in our future
plans.
Effective employee engagement leads to an
effective, incentivised, healthier workforce
who are invested in the success of the
Group and who are all pulling in the same
direction. Our engagement seeks to address
any employee concerns regarding working
conditions, health and safety, training and
development, as well as workforce
diversity.
We take active positions within our investee
companies so that the Company can partner
and support our investee founders and
boards proactively, in their strategy and
business plan execution, thereby seeking to
grow and optimise investments for the
Company’s shareholders. As an investment
business, Asimilar is dependent on its
investee companies successfully executing
their business plans and managing a
positive exit for
investments and
its
investors, which sometimes takes longer
than initially envisaged.
Investor meetings and briefings
How we engage
Annual Report
Company website
Shareholder circulars
AGM
RNS announcements
Press releases
Competitive rewards packages
Flat structure communication
with the Board
Holding board seats on investee
companies
Regular dialogue and meetings
with investee company
management
Regular updates with investee
companies and other shareholders
The above statement should be read in conjunction with the Strategic Report (on pages 10 above) and the Company’s
Corporate Governance Statement.
John Taylor
Chairman
18 March 2022
22
ASIMILAR GROUP PLC
DIRECTORS’ REMUNERATION REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2021
Introduction
On behalf of your board, I am pleased to present our remuneration report for the year ended 30 September 2021.
As an AIM-listed company, Asimilar is not obliged to provide a full directors’ remuneration report meeting the
requirements of with the UK Corporate Governance Code. We do, however, apply the standards of the QCA Code. The
report provides remuneration details for all directors and explains any bonuses paid in the year. It gives a general statement
of policy on directors’ remuneration as it is currently applied.
The committee is responsible for reviewing and recommending the framework and policy for remuneration of the executive
directors. The committee’s terms of reference are available on the Company’s website. The committee recognises the
importance of our reward and performance strategy in recruiting and retaining high quality individuals who can lead,
develop and sustain business growth over the longer term.
Membership and Meetings of the Committee
The chairman of the remuneration committee is currently John Taylor. The other members of the committee are Mark
Horrocks and Michael Preen.
Other directors may attend by invitation of the committee. It is a fundamental principle that no individual should be able
to contribute to discussions about their own remuneration. All committee meetings are minuted and copies of the minutes
are provided to the full board.
The committee operates within terms of reference set by the board. The terms of reference were reviewed and approved by
the board in November 2019.
The committee is responsible for recommending any changes in the structure of remuneration packages for the executive
directors. It also plays an important role when an executive director joins and leaves the Company. It recommends to the
board the terms of employment for any appointment and any subsequent changes which may be needed and reviews any
payments which might arise on termination of an executive director’s contract.
The committee held one meeting during the year which was chaired by John Taylor.
Conclusion
The directors’ remuneration policy and statement of remuneration for 2020/21 which follows this annual statement sets out
the committee’s approach to remuneration for the future and provides details of remuneration for the year ended 30
September 2021. This report is intended to provide shareholders with sufficient information to judge the impact of the
decisions taken by the committee, to assess whether remuneration packages for directors are fair in the context of business
performance.
The committee will continue to be mindful of shareholder views and interests and we believe that our directors’
remuneration policy continues to be aligned with the achievement of the Company’s business objectives. As always, the
annual general meeting provides an opportunity for face to face discussions on important matters for the Company and its
shareholders.
John Taylor
Chairman of the Remuneration Committee
Date 18 March 2022
24
ASIMILAR GROUP PLC
DIRECTORS’ REMUNERATION REPORT (Continued)
FOR THE YEAR ENDED 30 SEPTEMBER 2021
Remuneration Policy and Statement of Remuneration for 2020/21
The policy of the committee is to ensure that the executive directors are fairly rewarded for their individual contributions
to the Company’s overall performance and to provide a competitive remuneration package to executive directors (including
long-term incentives) to attract, retain and motivate individuals of the calibre required to ensure that the Company is
managed successfully in the interests of shareholders. In addition, the committee’s policy is to reward performance in a
way which seeks to align the interests of management with those of shareholders.
Future Policy
The main elements of the remuneration package of executive directors are set out below.
The remuneration packages of executive directors comprise the following elements.
Basic Salary and Benefits
The executive directors’ basic salaries are reviewed annually having regard to individual performance, market practice and
the financial position of the Company. The salaries paid to executive directors are currently considered appropriate for the
respective roles performed by them.
Executive directors are eligible for pension contributions (or payments in lieu of pension contributions) at the rate of 3%
of salary. Such payments are not made in respect of any bonuses.
Executive directors are also eligible for health insurance for themselves, partners and children.
Annual Bonuses
The Company pays bonuses reflecting the contributions made by the executive and non-executive directors and the
Company’s performance.
Share Options and Warrants
The Company believes that share ownership by directors and employees strengthens the link between their personal
interests and those of the Company and the shareholders.
The board believes it to be an essential part of attracting high calibre individuals to the board of directors, while preserving
cash, in the interests of all shareholders, that directors are offered warrants or options in the Company in amounts and at
exercise prices that align directors with the interests of the wider shareholder base.
All directors currently either hold shares and / or warrants in the Company.
Service Contracts
The executive director has entered into a comprehensive service contract which is terminable by either party giving 12
months’ notice. The executive director is subject to pre and post termination restrictive covenants with the Company
including those relating to non-solicitation of customers and staff. No compensation is payable for loss of office and all
appointments may be terminated immediately if, among other things, a director is found to be in material breach of the
terms of the appointment.
The non-executive directors have entered into engagement letters which are terminable by either party on 6 months’ notice.
Non-executive directors not eligible for pension arrangements. Additional fees may be paid to non-executive directors in
respect of additional services provided to the Company.
Copies of directors’ service contracts and letters of appointment are available for inspection at the Company’s registered
office.
25
ASIMILAR GROUP PLC
DIRECTORS’ REMUNERATION REPORT (Continued)
FOR THE YEAR ENDED 30 SEPTEMBER 2021
Approach to Recruitment Remuneration
The committee’s approach to recruitment remuneration is to offer a market competitive remuneration package sufficient
to attract high calibre candidates who are appropriate to the role but without paying any more than is necessary.
Any new executive director’s regular remuneration package would include the same elements and be in line with the policy
statement set out above.
Reasonable relocation and other similar expenses may be paid if appropriate.
Directors’ Insurance and Indemnity
Directors’ and officers’ liability insurance is provided at the cost of the Company for all directors and officers. The articles
of association provide for the Company to indemnify directors against losses and liabilities properly incurred in the
execution of their duties.
Audited Information
Details of Directors’ remuneration
This report should be read in conjunction with notes 8 and 9 to the financial statements, which also forms part of this report.
Directors’ emoluments
The remuneration of the Directors for the years ended 30 September 2021 and 30 September 2020 is shown below.
2020/21
2019/20
Salary Bonus
Warrants
Total
Salary Bonus Warrants
Total
John Taylor
36,000
-
-
36,000
30,000
20,000
82,000
132,000
Mark Horrocks
- -
108,000
108,000
- - -
Michael Preen -
appointed 18 June
2021
Sohail Bhatti
Donald Stewart-
resigned 26 Oct 2020
Simon Robinson -
resigned 3 Dec 2019
Sean Nicolson -
resigned 3 Dec 2019
10,200
-
61,000 71,200
- - -
50,000
-
-
50,000
50,000 20,000
41,000 111,000
21,000
-
- 21,000
30,000
- 82,000 112,000
- -
-
-
36,000
-
- 36,000
- -
-
28,000
- - 28,000
-
-
-
Total
117,200
-
169,000 286,200 174,000 40,000
205,000 419,000
Options and warrants granted to and held by directors who served during the year are summarised below. Full details of
the options and warrants outstanding are set out in note 17 to the accounts.
26
ASIMILAR GROUP PLC
DIRECTORS’ REMUNERATION REPORT (Continued)
FOR THE YEAR ENDED 30 SEPTEMBER 2021
2020
No. options
and warrants held
at beginning
of the year
No. options and
warrants granted
during the year
No. options
and warrants
exercised during
the year
No. options
and warrants
lapsed during
the year
No. options
and warrants
held at
end of
the year
Simon Robinson
Sohail Bhatti
Sean Nicolson
John Taylor
Mark Horrocks
Donald Stewart
Total
2,980,000
2,000,000
1,000,000
—
—
—
—
1,000,000
980.000
1,000,000
—
2,000,000
9,000,000
2,000,000
—
500,000
—
—
—
—
—
—
—
—
1,000,000
3,000,000
500,000
2,000,000
9,000,000
2,000,000
5,980,000
14,000,000
1,500,000
980,000
17,500,000
2021
No. options
and warrants held
at beginning
of the year
No. options and
warrants granted
during the year
No. options
and warrants
exercised during
the year
No. options
and warrants
lapsed during
the year
No. options
and warrants
held at
end of
the year
Sohail Bhatti
John Taylor
Mark Horrocks
Michael Preen
Donald Stewart
Total
3,000,000
2,000,000
9,000,000
—
2,000,000
16,000,000
—
—
1,000,000
250,000
—
1,250,000
—
—
—
—
—
—
—
—
2,700,000
—
—
3,000,000
2,000,000
7,300,000
250,000
2,000,000
2,700,000
14,550,000
27
ASIMILAR GROUP PLC
DIRECTORS’ REMUNERATION REPORT (Continued)
FOR THE YEAR ENDED 30 SEPTEMBER 2021
Statement of Directors’ Shareholding
The directors who held office at 30 September 2021 and their connected persons had interests in the issued share capital of
the Company as follows:
Sohail Bhatti
John Taylor
Michael Preen
Mark Horrocks
Number of shares held (including by
connected persons)
2021
66,666
-
164,399
3,771,474
2020
66,666
-
N/A
3,771,474
There were no changes in the share interests of directors between 1 October 2021 and 18 March 2022, being the date of
signature of the directors’ remuneration report.
Approval
The directors’ remuneration report, and this statement of the Company’s remuneration policy and remuneration for
2020/21, were approved by the remuneration committee and by the board on 18 March 2022
John Taylor
Chairman of the Remuneration Committee
Date: 18 March 2022
28
ASIMILAR GROUP PLC
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
FOR THE YEAR ENDED 30 SEPTEMBER 2021
The directors are responsible for preparing the Directors’ Report and the financial statements in accordance with applicable
law and regulations.
Company law requires the directors to prepare financial statements for each financial year. The directors are required by
the AIM rules of the London Stock Exchange to prepare group financial statements in accordance with International
Financial Reporting Standards (“IFRS”) as adopted by the European Union (“EU”) and to prepare the Company financial
statements in accordance with IFRS as adopted by the EU.
The financial statements are required by law and IFRS adopted by the EU to present fairly the financial position of the
Company. The Companies Act 2006 provides in relation to such financial statements that references in the relevant part
of the Act to financial statements giving a true and fair view are references to their achieving a fair presentation.
Under company law the directors must not approve the financial statements unless they are satisfied that they give a true
and fair view of the state of affairs of the Company and of the profit or loss for that period.
In preparing the financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and estimates that are reasonable and prudent;
state whether they have been prepared in accordance with IFRSs adopted by the EU;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company
will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the
Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Company and
enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for
safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and
other irregularities.
The directors are responsible for the maintenance and integrity of the corporate and financial information included on the
Asimilar Group plc website.
Legislation in the United Kingdom governing the preparation and dissemination of the financial statements may differ in
other jurisdictions.
29
INDEPENDENT AUDITORS’REPORT
TO THE MEMBERS OF ASIMILAR GROUP PLC
We have audited the financial statements of Asimilar Group PLC (the ‘Parent Company’) and its subsidiary (the ‘Group’)
for the year ended 30 September 2021 which comprise the Consolidated Statement of Comprehensive Income, the
Consolidated and Company Statement of Financial Position, the Consolidated and Company Statements of Cash Flows,
the Consolidated and Company Statements of Changes in Equity and notes to the financial statements, including a summary
of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable
law and International Financial Reporting Standards (IFRSs) as adopted by the European Union.
In our opinion, the financial statements:
• give a true and fair view of the state of the Group’s and of the Parent Company’s affairs as at 30 September 2021 and of
the Group’s profit for the year then ended;
• have been properly prepared in accordance with IFRSs as adopted by the European Union; and
• have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law.
Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial
statements section of our report. We are independent of the Group in accordance with the ethical requirements that are
relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard as applied to listed entities,
and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
An overview of the scope of our audit
Our audit scope included the Parent Company, which is a registered company in the United Kingdom. Additionally, whilst
not subject to statutory audit, the subsidiary Asimilar Investments Limited was reviewed to a similar degree of audit
scrutiny on the basis that it now holds 75% of the total Group investments by fair value.
We communicated any issues with the Directors in our planning meetings, audit planning report and final audit findings
report.
Our audit work focused predominantly on the investments in financial assets held by the Group at the balance sheet date
with relevant investments selected for individual testing to relevant supporting valuation documentation, being either a
quoted share price or a directors’ valuation assessment.
For the purposes of our audit of the Group financial statements we obtained information pertaining to the subsidiary not
subject to audit in Jersey directly from the Directors, and where appropriate the directors of the Jersey subsidiary. We
performed a review in line with group materiality levels on Asimilar Investments Limited, which is a company registered
audit.
in
statutory
subject
Jersey
and
not
to
is
a
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial
statements of the current period and include the most significant assessed risks of material misstatement (whether or not
due to fraud) we identified. These matters included those which had the greatest effect on the overall audit strategy, the
allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the
context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a
separate opinion on these matters.
30
INDEPENDENT AUDITORS’ REPORT (continued)
TO THE MEMBERS OF ASIMILAR GROUP PLC
Key Audit Matter Description
How the matter was addressed in the audit
Valuation of investments in financial assets
Included in the Group Statement of Financial Position are
investments totaling £43.0m (2020: £8.8m).
Of the investments held at 30 September 2021, £13.4m are
considered to be level 3 investments (20120: £7.1m), a
material element of the Group’s asset base.
Due to the nature of these investments held, and the
valuation techniques required in order to assess the fair
value of these investments at 30 September 2021, there is
a risk that the investments are materially misstated and
have not been fair valued appropriately.
The valuation techniques applied by the directors, or
where applicable independent experts are disclosed as a
critical accounting estimate and judgement, due to the
level of estimation uncertainty in arriving at a fair value
for some of the level 3 investments held at 30 September
2021.
Our audit work has considered the various valuation
methods employed by the directors in determining the
fair value of the level 3 investments held at 30
September 2021.
We reviewed relevant valuation assessments reviews
prepared by the directors for the purposes of valuing
non-complex equity investments in unlisted securities
to ensure that the valuation methodology applied was
reasonable and made using information available
relating to conditions at the year end.
Where more complex level 3 investments were held,
the directors engaged third party experts to prepare
valuations at the balance sheet and acquisition dates to
ensure both the year end valuation was appropriate and
any fair value movements from the date of acquisition
were considered.
We have reviewed the valuation reports prepared by
management’s experts and considered the methods
employed to arrive at an investment’s fair value to
ensure that the inputs and estimates, as well as
valuation techniques are reasonable.
31
INDEPENDENT AUDITORS’ REPORT (continued)
TO THE MEMBERS OF ASIMILAR GROUP PLC
Our application of materiality
We apply the concept of materiality both in planning and performing our audit, in evaluating the effect of misstatements
and in forming an option. For the purpose of determining whether the financial statements are free from material
misstatement, we define materiality as the magnitude of a misstatement or an omission from the financial statements, or
related disclosures, that would make it probable that the judgement of a reasonable person, relying on the information
would have been changed or influenced by the misstatement or omission. We also determine a level of performance
materiality, which we used to determine the extent of testing need, to reduce to an appropriately low level the risk that the
aggregate of uncorrected and undetected misstatement exceeds materiality for the financial statements as a whole.
The materiality for the Group financial statements as a whole was set at £877,000. This was determined with reference to
2% of gross assets, being one of the Group’s main KPI’s and an appropriate measure of materiality for an investment
company.
On the basis of our risk assessment and review of the Group’s control environment, performance materiality was set at
75% of materiality, being £658,000.
The reporting threshold to the Audit and Risk Committee was set as 5% of materiality, being £44,000. If in our opinion
differences below this level warranted reporting on qualitative grounds, these would also be reported.
The materiality for the Parent Company financial statements was set at £325,000. This was determined with reference to
2% of gross assets, based on the Parent Company being an investment entity with minimal trading activity.
On the basis of our risk assessment and review of the Parent Company’s control environment, performance materiality was
set at 75% of materiality, being £243,750.
The reporting threshold to the Audit and Risk Committee was set as 5% of materiality, being £16,250. If in our opinion
differences below this level warranted reporting on qualitative grounds, these would also be reported.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the director’s use of the going concern basis of accounting in
the preparation of the financial statements is appropriate.
Our audit procedures to evaluate the director’s assessment of the Group and the Parent Company’s ability to continue to
adopt the going concern basis of accounting included, but were not limited to:
Undertaking an initial assessment at the planning stage of the audit to identify events or conditions that may cast
significant doubt on the Group and the Parent’s ability to continue as a going concern;
Evaluating the methodology used by the directors to assess the Group and the Parent Company’s ability to
continue as a going concern;
Reviewing the directors’ going concern assessment and evaluating the key assumptions used and judgements
applied within it;
Reviewing the directors’ working capital projections prepared as part of their going concern assessment. This
review included the consideration of appropriate sensitivity analysis applied to base forecast assessment and to
the liquidity and valuation of listed shares which may require realisation to meet ongoing cash flow requirements;
Reviewing the appropriateness of disclosures made in respect of going concern in the financial statements.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions
that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a
period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant
sections of this report.
32
INDEPENDENT AUDITORS’ REPORT (continued)
TO THE MEMBERS OF ASIMILAR GROUP PLC
Other information
The directors are responsible for the other information. The other information comprises the information included in the
annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements
does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express
any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained
in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material
misstatements, we are required to determine whether there is a material misstatement in the financial statements or a
material misstatement of the other information. If, based on the work we have performed, we conclude that there is a
material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
• the information given in the strategic report and the directors’ report for the financial year for which the financial
statements are prepared is consistent with the financial statements; and
• the strategic report and the directors’ report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Group and the Parent Company and its environment obtained in the
course of the audit, we have not identified material misstatements in the strategic report or the directors’ report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to
report to you if, in our opinion:
• adequate accounting records have not been kept by the Parent Company, or returns adequate for our audit have not been
received from branches not visited by us; or
• the Parent Company financial statements are not in agreement with the accounting records and returns; or
• certain disclosures of directors’ remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the directors’ responsibilities statement set out on page 29, the directors are responsible for the
preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal
control as the directors determine is necessary to enable the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Group’s and the Parent Company’s
ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless the directors either intend to liquidate the Group or the Parent Company or to cease
operations, or have no realistic alternative but to do so.
33
INDEPENDENT AUDITORS’ REPORT (continued)
TO THE MEMBERS OF ASIMILAR GROUP PLC
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance
is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect
a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if,
individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on
the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line
with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The
extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud
Based on our understanding of the Group and industry, we identified the principal risks of non-compliance with laws and
regulations, and we considered the extent to which non-compliance might have a material effect on the financial statements.
We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such
as the Companies Act 2006 and income tax.
− Inspecting correspondence with regulators and tax authorities;
− Discussions with management including consideration of known or suspected instances of non-compliance with laws
and regulation and fraud;
− Evaluating management’s controls designed to prevent and detect irregularities;
− Discussions with management regarding any adverse AIM complaints, as well as discussing this with the Company’s
Nomad.
− Identifying and testing journals, in particular journal entries posted with unusual account combinations, postings by
unusual users or with unusual descriptions; and
– Challenging assumptions and judgements made by management in their critical accounting estimates which ultimately
form the basis for the majority of non listed, level 3 investments recognised at fair value.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting
Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Use of our report
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies
Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are
required to state to them in an Auditor's report and for no other purpose. To the fullest extent permitted by law, we do not
accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit
work, for this report, or for the opinions we have formed.
Christopher Cork
(Senior Statutory Auditor)
For and on behalf of Haysmacintyre LLP
Statutory Auditors
18 March 2022
10 Queen Street Place
London
EC4R 1AG
34
ASIMILAR GROUP PLC
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 SEPTEMBER 2021
Revenue
Other income
Realised gains on investment disposals
Administrative expenses
Fair value gain on asset acquisition
(Losses) / Gains from remeasurement of derivative financial liabilities
Sundry income
Remeasurement to fair value of investments in financial assets
OPERATING PROFIT BEFORE FINANCING ACTIVITIES
Finance income
Finance cost
PROFIT BEFORE TAX
Tax charge
PROFIT AFTER TAX
Notes
2021
£
2020
£
5
5
18
16
12,13
6
6
8
10
14,000
-
2,202,000
(800,536)
-
(459,900)
43,414
25,687,510
------------------
26,686,488
20,377
(1,229)
------------------
26,705,635
-
------------------
26,705,635
------------------
14,000
1,140,000
-
(1,043,099)
1,694,436
436,500
5,728
(1,778,363)
------------------
469,202
49,945
(126,818)
------------------
392,329
-
------------------
392,329
------------------
Earnings per share (pence per share)
Basic earnings
Diluted earnings
12
12
23.29p
0.41p
=========
=========
19.23p
0.28p
=========
=========
35
ASIMILAR GROUP PLC
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
FOR THE YEAR ENDED 30 SEPTEMBER 2021
Company Registration Number: 04488281
Notes
13
13
13
14
15
16
17
17
17
17
17
ASSETS
Non-current assets
Investments in financial assets held at fair
value
Current assets
Investments in financial assets held at fair
value
Financial assets held at amortised cost
Trade and other receivables
Cash and cash equivalents
TOTAL ASSETS
EQUITY AND LIABILITIES
Current liabilities
Trade and other payables
Derivative financial liabilities held at fair
value
Total liabilities
Equity
Share capital
Share premium account
Merger relief reserve
Warrant reserve
Retained earnings
Total equity
TOTAL EQUITY AND LIABILITIES
2021
£
2020
£
36,312,423
5,771,908
--------------------
36,312,423
--------------------
--------------------
5,771,908
--------------------
6,727,681
3,022,495
-
95,481
600,090
--------------------
7,423,252
--------------------
2,771,426
182,242
709,819
--------------------
6,685,982
--------------------
43,735,675
==========
12,457,890
==========
131,635
197,135
2,129,400
1,669,500
--------------------
2,261,035
--------------------
--------------------
1,866,635
--------------------
5,214,709
17,932,954
279,900
157,813
17,889,264
---------------------
41,474,640
---------------------
43,735,675
==========
5,213,277
14,327,636
279,900
157,813
(9,387,371)
---------------------
10,591,255
---------------------
12,457,890
==========
The financial statements were approved and authorised for issue by the board of directors on 18 March 2022 and were
signed below on its behalf by
John Taylor
Chairman
36
ASIMILAR GROUP PLC
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2021
Share
Capital
£
Share
Premium
Account
£
Merger
Relief
Reserve
At 1 October 2019
5,207,754
7,864,973
comprehensive
Total
income for the year
Share based payments
Issue of warrants
Transactions with owners
Shares issued
Cost of new issue
At 1 October 2020
-
-
-
-
-
-
-
-
-
-
5,523
-
-----------------
5,213,277
6,580,097
(117,434)
------------------
14,327,636
279,900
-
------------------
279,900
comprehensive
Total
income for the year
Share based payments
-
-
-
-
Transactions with owners
Shares issued
1,432
3,605,318
-
-
-
Retained
Earnings
£
(10,104,200)
392,329
324,500
-
-
-
--------------------
(9,387,371)
26,705,635
571,000
Warrant
Reserve
-
-
-
157,813
Total
£
2,968,527
392,329
324,500
157,813
-
-
--------------------
157,813
6,865,520
(117,434)
------------------
10,591,255
-
-
26,705,635
571,000
-
-
3,606,750
At 30 September 2021
-----------------
5,214,709
=========
------------------
17,932,954
==========
-------------------
279,900
==========
--------------------
17,889264
===========
--------------------
157,813
------------------
41,474,640
=========== =========
Share capital
Represents the par value of shares in issue.
Share premium
Represents amounts subscribed for share capital in excess of its nominal value, net of directly attributable issue costs.
Merger relief reserve
Represents premium on shares issued in connection with the acquisition of Intrinsic Capital Jersey Limited, recognised in
accordance with S162 of the Companies Act 2006.
Retained earnings
Represents accumulated losses to date.
Warrant reserve
Represents the fair value of placing warrants issued.
37
ASIMILAR GROUP PLC
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 SEPTEMBER 2021
Operating activities
Profit for the year
Adjustments for:
(Increase) / decrease in trade and other receivables
Decrease in trade and other payables
Net finance cost
Unrealised losses / (gain) on remeasurement to fair
value
Gain on sale of investments
Fair value gain on asset acquisition
Share based payments
Other income (non-cash transaction)
Net cash generated / (used) in activities
Investing activities
Payments to acquire investments
Proceeds from sale of investments
Loans repaid / (advanced)
Finance income received
Net cash used in investing activities
Financing activities
Net proceeds from issue of shares
Cash arising on acquisition of ICJL
Net cash generated from financing activities
Net increase / (decrease) in cash and cash equivalents
Cash and cash equivalents at the start of the year
Cash and cash equivalents at the end of the year
Cash and cash equivalents consist of:
Cash and cash equivalents
2021
£
2020
£
26,705,636
392,329
86,761
(65,500)
(19,148)
(25,687,510)
(2,202,000)
-
571,000
-
-------------------
(610,761)
-------------------
(9,570,755)
3,674,463
2,771,426
19,148
-------------------
(3,105,718)
-------------------
3,606,750
-
------------------
3,606,750
-------------------
(112,776)
(80,310)
(42,655)
1,364,364
-
(1,694,436)
324,500
(1,140,000)
-------------------
(988,984)
-------------------
(2,453,901)
-
(2,722,422)
941
-------------------
(5,175,382)
-------------------
6,625,899
5,871
------------------
6,631,770
-------------------
(109,729)
467,404
709,819
------------------
600,090
------------------
242,415
------------------
709,819
------------------
600,090
=========
709,819
=========
The Group had no debt in either period, therefore no net debt reconciliation has been presented.
38
ASIMILAR GROUP PLC
NOTES TO THECONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2021
1.
GENERAL INFORMATION
Asimilar Group Plc is a public limited company which is listed on the Alternative Investment Market (AIM) and
incorporated and domiciled in the UK. The address of its registered office is 4 More London Riverside, London,
SE1 2AU.
2.
ACCOUNTING POLICIES
2.1
Basis of preparation
The consolidated financial statements have been prepared in accordance with EU endorsed International Accounting
Standards and International Financial Reporting Standards (collectively “IFRS”) and the requirements of the
Companies Act 2006 applicable to companies reporting under IFRS.
The consolidated financial statements have been prepared under the historical cost convention, as modified by the
revaluation of financial assets and financial liabilities (including derivative instruments) at fair value through profit
or loss.
The preparation of financial statements requires the use of certain critical accounting estimates. It also requires
management to exercise its judgement in the process of applying the group’s accounting policies. The areas
involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to
the consolidated financial statements, are disclosed in note 3.
2.2 Changes in accounting policies and disclosures
(a) New standards, amendments and interpretations adopted by the Group
During the year ended 30 September 2021, the group has not adopted any new IFRS, IAS or amendments issued by
the IASB and interpretations by the IFRS Interpretations Committee which have had a material impact on the
group’s financial statements.
(b) New standards, amendments and interpretations not yet adopted
A number of new standards and amendments to standards and interpretations are effective for annual periods
beginning after 1 January 2021 and have not been applied in preparing these consolidated financial statements. None
of these is expected to have a significant effect on the consolidated financial statements of the Group. There are no
other IFRSs or IFRIC interpretations that are not yet effective that would be expected to have a material impact on
the group.
2.3
Going Concern
The Group had net assets of £41,474,640 as at 30 September 2021 (2020: net assets £10,591,255) and generated
income after tax of £26,705,635 (2020: £392,329) in the reporting period.
After taking into account anticipated operational costs, expected cash outflows and funds arising from the disposal
of listed investments as part of a cash flow forecast prepared to April 2023, the directors are confident that the Group
will remain in operational existence for the foreseeable future and that the going concern basis of preparation is
appropriate to the Group’s financial statements.
39
ASIMILAR GROUP PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 30 SEPTEMBER 2021
2.4 Consolidation
(a) Subsidiaries
Subsidiaries are all entities (including structured entities) over which the group has control. The group controls an
entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability
to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which
control is transferred to the Group. They are deconsolidated from the date that control ceases.
The Group considers whether acquisitions meet the criteria of a business combination in determining whether to
apply the criteria of IFRS 3: Business Combinations. Where such criteria are not met (as in the case of the acquisition
of Intrinsic Capital (Jersey) Limited during the prior year), the consideration payable and assets and liabilities are
ascribed a fair value in accordance with IFRS 9: Financial Instruments and IFRS 13: Fair Value Measurement. The
reasons and difference arising on such a transaction are considered and recognised in accordance with the relevant
standard. Differences in fair value arising from an exchange of financial instruments conducted on an arm’s length
basis are recognised as ‘Day One gains or losses’ in the income statement.
Acquisition-related costs are recognised as part of the carrying value of the relevant asset’s initially recognised cost.
Contingent consideration is classified either as equity or as a financial liability. Amounts classified as a financial
liability are subsequently remeasured to fair value, with changes in fair value recognised in profit or loss.
Inter-company transactions, balances and unrealised gains on transactions between group companies are eliminated.
Unrealised losses are also eliminated. When necessary, amounts reported by subsidiaries have been adjusted to
conform with the group’s accounting policies.
2.5 Foreign Currency Translation
(a) Functional and Presentation Currency
Items included in the financial statements of each of the Group’s entities are measured using the currency of the
primary economic environment in which the entity operates (“functional currency”).
The consolidated financial statements are presented in Pounds Sterling (£), which is the Company’s functional and
the Group’s presentation currency.
(b) Transactions and Balances
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the
dates of the transactions or valuation where items are re-measured. Foreign exchange gains and losses resulting
from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and
liabilities denominated in foreign currencies are recognised in the income statement, except when deferred in other
comprehensive income as qualifying cash flow hedges and qualifying net investment hedges. Foreign exchange
gains and losses that relate to borrowings and cash and cash equivalents are presented in the income statement within
‘finance income or costs’. All other foreign exchange gains and losses are presented in the income statement within
‘Finance costs’.
Translation differences on non-monetary financial assets and liabilities such as equities held at fair value through
profit or loss are recognised in profit or loss as part of the fair value gain or loss.
40
ASIMILAR GROUP PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 30 SEPTEMBER 2021
2.6 Revenue
Revenue is recognised when revenue and associated costs can be measured reliably and future economic benefits
are probable. Revenue is measured at fair value of consideration received or receivable for services provided in the
normal course of business, net of discounts, VAT and other sales related taxes.
The company only has one class of business, investment holdings and management, and therefore no segmental
information has been presented.
2.7
Interest income
Interest income is accrued on a time apportioned basis, by reference to the principal outstanding and at the effective
interest rate applicable.
2.8
Taxation
The tax expense represents the sum of the current tax expense and deferred tax expense.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from accounting profit as
reported in the Statement of Comprehensive Income because it excludes items of income or expense that are taxable
or deductible in other years and further excludes items that are never taxable or deductible. The Group’s liability
to current tax is measured using tax rates that have been enacted or substantively enacted by the reporting date.
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets
and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit
and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for
all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that future
taxable profits will be available against which deductible temporary differences can be utilised.
Such assets and liabilities are not recognised if the temporary difference arises from goodwill or if the initial
liabilities in a transaction that affect either the taxable profit or the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no
longer probable that sufficient future taxable profits will be available to allow all or part of the asset to be recovered.
Deferred tax is calculated at the rates that are expected to apply in the period when the liability is settled or the asset
is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or
credited directly to equity, in which case the deferred tax is also dealt with in equity.
2.9
Financial assets
Classification
The Group classifies its financial assets in the following categories: at amortised cost including trade receivables
and other financial assets, at amortised cost and at fair value through profit or loss. The classification depends on
the purpose for which the financial assets were acquired. Management determines the classification of its financial
assets at initial recognition. No financial assets are held at fair value through Other Comprehensive Income (OCI).
Trade receivables and other non interest bearing receivables
Trade and other non interest bearing receivables are recognised initially at the amount of consideration that is
unconditional, unless they contain significant financing components, in which case they are recognised at fair value.
The group holds the trade receivables with the objective of collecting the contractual cash flows, and so it measures
them subsequently at amortised cost using the effective interest method.
The Group’s accounting policy is to recognise trade receivables within current assets.
41
ASIMILAR GROUP PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 30 SEPTEMBER 2021
2.
ACCOUNTING POLICIES (continued)
(i) Fair values of trade receivables
Due to the short-term nature of the current receivables, their carrying amount is considered to be the same as their
fair value.
(ii) Impairment and risk exposure
Information about the impairment of trade receivables and the group’s exposure to credit risk, foreign currency
risk and interest rate risk can be found in note 4.
Other financial assets at amortised cost
(i) Classification of financial assets at amortised cost
The group classifies its financial assets at amortised cost only if both of the following criteria are met:
the asset is held within a business model whose objective is to collect the contractual cash flows; and
the contractual terms give rise to cash flows that are solely payments of principle and interest.
(ii) Other receivables
These amounts generally arise from transactions outside the usual operating activities of the group. Interest
could be charged at commercial rates where the terms of repayment exceed six months. Collateral is not
normally obtained. The non-current other receivables are due and repayable within three years from the end
of the reporting period.
Due to the short-term nature of the other current receivables, their carrying amount is considered to be the
same as their fair value. For the majority of the non-current receivables, the fair values are also not
significantly different from their carrying amounts.
Financial Assets at Fair Value Through Profit or Loss
(i) Classification of financial assets at fair value through profit or loss
The group classifies the following financial assets at fair value through profit or loss (FVTPL):
Equity investments for which the entity has not elected to recognise fair value gains and losses through
OCI.
Derivative financial assets such as options over counterparty equity instruments.
(ii)Fair value, impairment and risk exposure
Information about the methods and assumptions used in determining fair value is provided in note 3.
42
ASIMILAR GROUP PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 30 SEPTEMBER 2021
2.
ACCOUNTING POLICIES (continued)
Offsetting Financial Instruments
Financial assets and liabilities are offset and the net amount reported in the Statement of Financial Position when
there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis
or realise the asset and settle the liability simultaneously. The legally enforceable right must not be contingent on
future events and must be enforceable in the normal course of business and in the event of default, insolvency or
bankruptcy of the company or the counterparty.
Derivative Financial Instruments that do not qualify for hedge accounting
Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are
subsequently remeasured at their fair value.
The Group’s derivatives do not qualify for hedge accounting. Changes in the fair value of any derivative
instrument that does not qualify for hedge accounting are recognised immediately in profit or loss and are included
in other gains/(losses).
Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held at call with banks and other short term deposits
with maturities of three months or less.
Derivative financial liabilities
Derivative financial liabilities constitute warrants over the parent company’s own equity, they are initially
recognised at fair value on the date a derivative contract is entered into and are subsequently remeasured at their
fair value.
Information about the methods and assumptions used in determining fair value is provided in note 3.
Trade and other receivables
Trade and other non-interest bearing receivables are initially recognised at cost and are subsequently measured at
amortised cost using the effective interest method, less provision for impairment. A provision for impairment of
trade receivables is established when there is objective and probable evidence that it is uncertain if the amount
due can be collected. Movement in the provision charged or credited in the period is recognised in the income
statement.
The Group discounts some of its trade receivables. The accounting policy is to continue to recognise the trade
receivables within current assets and to record cash advances as borrowings within current liabilities.
Trade and other payables
Trade and other payables are not interest bearing and are initially recognised at cost and are subsequently measured
at amortised cost using the effective interest method.
Equity instruments
Equity instruments issued by the Group are recorded at the proceeds received, net of direct issue costs.
43
ASIMILAR GROUP PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 30 SEPTEMBER 2021
2.
ACCOUNTING POLICIES (continued)
2.10
Share based payments
The Company issues equity-settled options and warrants to certain employees, directors and financing parties and
these are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted.
The fair value determined at the grant date of equity-settled share-based payments is expensed on a straight-line
basis over the vesting period (or immediately if there is no such period), based on the Company’s estimate of the
number of instruments that will eventually vest with a corresponding adjustment to equity. Fair value is measured
by use of an appropriate option pricing model. The expected life use in the model has been adjusted based on
management’s best estimates, for the effect of non-transferability, exercise restrictions, and behavioral
considerations.
Non-vesting and market vesting conditions are taken into account when estimating the fair value of the option at
grant date. Service and non-market vesting conditions are taken into account by adjusting the number of options
expected to vest at each reporting date.
2.11
Earnings per share
Basic earnings per share is calculated by dividing:
the profit attributable to owners of the company, excluding any costs of servicing equity other
than ordinary shares;
by the weighted average number of ordinary shares outstanding during the financial year, adjusted
for bonus elements in ordinary shares issued during the year and excluding treasury shares (note
11).
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into
account:
the after-income tax effect of interest and other financing costs associated with dilutive potential
ordinary shares; and
the weighted average number of additional ordinary shares that would have been outstanding,
assuming the conversion of all dilutive potential ordinary shares
44
ASIMILAR GROUP PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 30 SEPTEMBER 2021
3. Critical accounting judgements and key sources of estimation uncertainty
Estimates and judgements are continually evaluated and are based on historical experience, internal controls,
advice from external experts and other factors, including expectations of future events that are believed to be
reasonable under circumstances. The following estimates are considered integral to the Group’s reported financial
information:
Investment valuation
The Group has a number of level 3 investments whereby their valuation is determined in whole or in part using
valuation techniques based on assumptions that are not supported by prices from observable market transactions
in the same instrument and not based on available observable data.
Valuation of Unlisted equity investments
Management determines the fair value of unlisted equity investments primarily by reference to the prevailing price
of further investment when conducted by the relevant entity on an arm’s length basis. This is determined by
reference to relevant historical fund raising prices and relevant post balance sheet events where it can be explicitly
demonstrated that the conditions existed at the Group’s balance sheet date. Management also exercises its own
professional judgement in conducting these desktop valuations. At the balance sheet date the aggregate fair value
of investments valued in this manner was £13,384,222 (2020: £7,098,593) (see note 13 for further analysis).
Where recent share placings have not been undertaken by the relevant investee entity, or are not considered to be
a reliable indicator of fair value, management utilises alternative techniques to assess equity valuations. Such
techniques include reference to comparable market transactions for similar business, enterprise valuations based
on revenue and EBITDA multiples and equity valuation adjustments to take into account factors such as working
capital, cash and debt positions in the investee entity. Such investment valuation methodologies rely on
unobservable inputs and will often present a range of potential valuations. The Directors will adopt what they
consider to be the most appropriate valuation within such ranges but acknowledge that there remains significant
estimation uncertainty associated with this approach
Mesh Holdings Plc (“MESH”) equity investment
On 3 August 2020 the Company acquired 24 million shares in MESH (8.9% of its share capital, since diluted to
8.2%). The fair value of the shareholding at the balance sheet date of £984,000 (2020: £1,130,000) was determined
with reference to an external valuation conducted by an independent third party. The valuation was derived by
using a net asset valuation basis using publicly available data and the Directors' assessment of key asset and
liability valuations associated with MESH. This included an assessment of the fair value of Sentiance N.V.,
subscription rights over which were transferred to MESH in exchange for the shares acquired by the Group.
Derivative assets – Dev Clever Holdings Plc (“Dev Clever”)
The fair value of derivative financial assets at the balance sheet date of £5,670,000 (2020: £2,920,000) has been
determined with reference to third party actuarial valuation based on an adjusted binomial model based on the
“binomial” or “lattice” option pricing method. The significant inputs into the model were a weighted average share
price of £0.385 at year end date, volatility of 61% , dividend yield of 0%, the assumption that warrants are
subscribed for when 100% in the money, and an annual risk-free interest rate equal to the yield on zero coupon
yield curve of UK gilts at the issue dates. The volatility measured at the standard deviation of continuously
compounded share returns is based on statistical analysis of Dev Clever’s daily share prices over the last year.
Derivative liabilities – AIL consideration warrants
The fair value of derivative liabilities at the balance sheet date of £2,129,400 (2020: £1,669,500) has been
determined through a third party actuarial valuation using a Monte Carlo model that is consistent with the
mathematics underlying the Black-Scholes methodology. The significant inputs into the model were a weighted
average Dev Clever share price of £0.38 at year end date, volatility of 73%, dividend yield of 0%, the assumption
that warrants are subscribed for when in the money, and an annual risk-free interest rate equal to the yield on zero
coupon yield curve of UK gilts at the issue dates. The volatility measured at the standard deviation of continuously
compounded share returns is based on statistical analysis of daily share prices over the last year relevant to the
instrument (namely that of the Group and reference holding, Dev Clever Holdings Plc).
45
ASIMILAR GROUP PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 30 SEPTEMBER 2021
Valuation of Share based payments
The fair value of share based payments at the grant date of £571,000 (2020: £324,500) has been determined
through an actuarial valuation using an adjusted binomial model. The significant inputs into the model were a
weighted average share price of £0.38 at the grant date, the exercise price shown above, average volatility of 73%,
dividend yield of 0%, the assumption that warrants are subscribed for when 100% in the money, and an annual
risk-free interest rate equal to the yield on zero coupon yield curve of UK gilts at the issue dates. The volatility
measured at the standard deviation of continuously compounded share returns is based on statistical analysis of
daily share prices over the twelve months prior to grant.
4. Financial Risk Management
Financial Risk Factors
The Group’s activities expose it to a variety of financial risks: market risk (including currency risk, fair value interest
rate risk, cash flow interest rate risk and price risk), credit risk and liquidity risk. The Group’s overall risk management
programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the
Group’s financial performance.
Risk management is carried out under policies approved by the Board of Directors. The Board provides principles for
overall risk management, as well as policies covering specific areas, such as foreign exchange risk, interest rate risk,
credit risk, use of derivative financial instruments and non-derivative financial instruments, and investment of excess
liquidity.
(i) Derivatives
Derivatives held by the company are for speculative investment and not for economic hedging purposes. They are
classified as ‘held for trading’ for accounting purposes and are accounted for at fair value through profit or loss.
They are presented as current assets or liabilities to the extent that they are expected to be settled within 12 months
after the end of the reporting period.
Information about the derivatives used by the group is provided in notes 12 and 16.
(ii) Fair value measurement
For information about the methods and assumptions used in determining the fair value of derivatives, refer to note 3.
(a) Market Risk
(i) Foreign Exchange Risk
The directors do not consider the Group to be exposed to a significant currency risk in the current year.
(ii) Price Risk
The Group is exposed to equity securities price risk because of investments held by the Group, classified on the
consolidated Statement of Financial Position at fair value through profit or loss. The Group is not exposed to
commodity price risk.
46
ASIMILAR GROUP PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 30 SEPTEMBER 2021
Sensitivity analysis
The table below summarises the impact of increases/decreases in the equity investment portfolio on the Group’s post-
tax profit for the year and on total equity. The analysis is based on the assumption that the equity investments had
increased/decreased by 5%, with all other variables held constant. Where option pricing models with unobservable
inputs have been used to derive fair values, the impact of changes in the most significant input assumption has been
demonstrated.
47
ASIMILAR GROUP PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 30 SEPTEMBER 2021
Level 3 Investments in equity instruments
Impact on post-tax
profit
Impact on total equity
2021
£’000
2020
£’000
2021
£’000
2020
£’000
Financial assets at fair value through profit
or loss – increase 5%
Financial assets at fair value through profit
or loss – decrease 5%
332,8271
205,930
332,827
205,930
(332,827)
(205,930)
(332,827)
(205,930)
Derivative assets – Dev Clever options
Derivative assets at fair value through profit or loss –
increase 10%
Derivative assets at fair value through profit or loss –
decrease 10%
in subscription
Dev Clever warrants change
behaviour (default is to subscribe at 100% in the
money)
Impact on post-tax
profit
2021
£’000
2020
£’000
Impact on total equity
2021
£’000
2020
£’000
-
180,000
-
180,000
(-)
(140,000)
(-)
(140,000)
Subscribe at 20% in the money
Returns maximisation*
(945,000)
280,000
(850,000)
550,000
(945,000)
280,000
(850,000)
550,000
Financial liabilities – consideration warrants
Financial liabilities at fair value through profit or loss –
increase volatilities of reference companies by 10%
Financial liabilities at fair value through profit or loss –
decrease volatilities of reference companies by 10%
(3,150)
225,000
(3,150)
225,000
(12,600)
(198,000)
(12,600)
(198,000)
*Assumes the warrant holder tries to maximise returns in a financially optimal way, which generally means they
will not exercise until almost the subscription deadline.
Post-tax profit for the year would increase/decrease as a result of gains/losses on equity securities and derivative
financial instruments classified as at fair value through profit or loss.
(iii) Interest Rate Risk
The Group currently funds its operations through the use of equity. Cash at bank which is denominated in sterling, is
held at variable rates. At the year end, the Group’s financial liabilities did not suffer interest and thus were not subject
to interest rate risk. It is unlikely that interest rates would decrease by as much as 1% as they are currently less than
1%. Any decrease in interest rate to a minimum of 0% would have an insignificant impact on the interest income
received by the Group.
48
ASIMILAR GROUP PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 30 SEPTEMBER 2021
(b) Credit Risk
(i) Risk Management
Credit risk is mitigated by the Group via managing and analysing the credit risk for each new debtor before terms
and conditions are offered. Credit risk arises from cash and cash equivalents, derivative financial instruments and
deposits with banks and financial institutions, as well as credit exposures to outstanding receivables and committed
transactions. For banks and financial institutions, only independently rated parties with a minimum rating of “A”
are accepted.
While cash and cash equivalents are also subject to the impairment requirements of IFRS 9, the identified
impairment loss was immaterial.
(c) Liquidity Risk
The principal risk to which the Group is exposed is liquidity risk. The nature of the Group's activities means it
finances its operations through retained earnings and the issue of new shares to investors. The principal cash
requirements are in relation to the Group’s investing policy and meeting working capital requirements. The Group
seeks to manage liquidity through planning, forecasting, and careful cash management.
Capital Risk Management
The Group's main objective when managing capital is to protect returns to shareholders by ensuring the Group
will continue to invest and trade profitably in the foreseeable future. The Group also aims to maximise its capital
structure of equity so as to minimise its cost of capital. The Group expects its current and projected capital
resources to be sufficient to cover its existing liabilities.
The Group’s capital structure is derived solely from the issue of Ordinary and Deferred Shares.
The Group has not made any changes to its capital management during the year.
49
ASIMILAR GROUP PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 30 SEPTEMBER 2021
5.
REVENUE AND OTHER INCOME
Revenue: Management fees
Other income
2021
£
14,000
-
=========
2020
£
14,000
1,140,000
=========
The Company only has one class of business, investment holdings and management, and therefore no segmental
information has been presented.
Other income in prior year related to the exchange of subscription rights over shares in Sentiance NV for 8.9% of
the share capital of Mesh Holdings Plc. A fair value of £1,140,000 was ascribed to the exchange at the date of the
transaction. No cash or other services were exchanged as part of the transaction.
6.
FINANCE INCOME AND COSTS
Bank and other interest received
Other interest payable
Share based payment (note 18)
7.
PROFIT FOR THE YEAR BEFORE TAX
Profit for the year is stated after charging:
Auditors’ remuneration
- audit of the Group and Parent Company’s financial statements
- interim financial statement review services
-reporting accountant services
Foreign exchange losses
8. DIRECTORS’ EMOLUMENTS
Aggregate emoluments including benefits in kind and valuation ascribed to share based
payments, by director, are as follows:-
Simon Robinson (resigned 3/12/2019)
Sean Nicolson (resigned 3/12/2019)
Sohail Bhatti
John Taylor
Donald Stewart (resigned 26/10/2020)
Mark Horrocks
Michael Preen
Aggregate emoluments
50
-
-
50,000
36,000
21,000
108,000
71,200
------------------
286,200
=========
2021
£
20,377
------------------
20,377
=========
1,229
-
-----------------
1,2299
========
2020
£
49,945
------------------
49,945
=========
7,318
119,500
-----------------
126,818
========
2021
£
2020
£
36,000
2,000
-
40,450
=========
2021
£
22,200
1,950
28,500
330,819
==========
2020
£
35,577
28,461
111,000
132,000
112,000
-
-
------------------
419,038
=========
ASIMILAR GROUP PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 30 SEPTEMBER 2021
8. DIRECTORS’ EMOLUMENTS (continued)
Warrants granted to directors during the year are disclosed in the Remuneration Report. These have been accounted
for in accordance with IFRS2 Share based payments. See note 18 for details of expenditure relating to share based
payment transactions recognised during the year.
Director
Grant date
Number
Mark Horrocks
Michael Preen
22/10/2020
18/06/2021
1,000,000
250,000
Exercise
price (p)
30p
60p
Vesting date Expiry date
22/10/2020
18/12/2021
22/10/2023
17/06/2024
The number of directors for whom retirement benefits are accruing under defined contribution schemes was nil
(2020: Nil). The total contributions payable during the year amounted to £Nil (2020: £ Nil).
Exercisable warrants held by directors who held office at the relevant balance sheet date are detailed below:
Directors who resigned during the year
Donald Stewart
Current directors
Sohail Bhatti - exercise price 5p, expires 31 May 2022
Sohail Bhatti - exercise price 10p, expires 3 December 2022
John Taylor - exercise price 10p, expires 3 December 2022
Mark Horrocks – exercise price 0.01p, expires 29 March 2023
Mark Horrocks – exercise price 0.01p, expires 31 December 2025
Mark Horrocks – exercise price 30p, expires 22 October 2023
Michael Preen – exercise price 60p, expires 17 June 2024
9.
STAFF COSTS
2021
Number
2020
Number
-
-----------------------
-
2,000,000
-----------------------
2,000,000
2,000,000
1,000,000
2,000,000
3,150,000
3,150,000
1,000,000
250,000
-----------------------
12,550,000
===========
2,000,000
1,000,000
2,000,000
4,500,000
4,500,000
-
-
-----------------------
16,000,000
===========
2021
Number
2020
Number
The average monthly number of employees (including directors) during the year was
Administration
Employment costs
Wages and salaries
Social security costs
Warrants granted (note 18)
4
========
3
========
£
£
117,200
8,748
169,000
------------------
294,948
=========
214,038
20,872
205,000
------------------
439,910
=========
51
ASIMILAR GROUP PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 30 SEPTEMBER 2021
10.
TAXATION
10(a) Current year tax
UK corporation tax (note 11(b))
10(b) Factors affecting the tax charge for the year
Profit on ordinary activities before taxation
Profit on ordinary activities before taxation multiplied by the main
rate of UK corporation tax 19% (2020: 19%)
Effects of:
Non deductible expenses in subsidiary
Gain on acquisition of assets and liabilities of ICJL
Fair value uplift adjustment in subsidiary
Capital gains difference at 19%
Net tax adjustments and transfer
Non deductible expenses
Deferred tax not recognized
Current tax charge
2021
£
-
=======
26,705,635
-----------------
5,074,071
-----------------
(4,236,894)
-
(688,940)
228,890
(25,188)
(243,463)
(108,476)
------------------
-
=========
2020
£
-
=======
392,329
-----------------
74,542
-----------------
86,623
(321,942)
238,925
201,368
(35,001)
(160,428)
(84,087)
------------------
-
=========
The Company has unutilised losses carried forward of £1,590,705 (2020: £1,123,285). As at 30 September 2021 the Group
and Company had unrealised taxable gains of £1,170,913 (2020: £nil) which give rise to a deferred tax liability of £292,728
(2020: £nil). No deferred tax liability has been recognised in respect of these gains, as tax losses of an equal and opposite
amount can be offset set such that the Group and Company’s deferred tax balance and charge for the year were £nil (2020:
£nil).
Asimilar Investments Limited has no tax charge for the current year and is considered outside the scope of UK corporation
tax.
11.
EARNINGS PER SHARE
The calculations of earnings per share are based on the following profits and number of shares.
2021
2020
Basic
Diluted
Basic
Diluted
Profit for the financial year
Weighted average number of shares for
basic and diluted profit per share
26,705,636
--------------------------
26,705,636
------------------------
392,329
--------------------------
392,329
-----------------------
95,478,966
138,871,831
114,661,685
============= ============= ============
139,211,257
===========
Profit per share (pence per share)
23.29p
19.23p
0.41p
============= ============= ============
0.28p
===========
IAS 33 requires presentation of diluted EPS when a company could be called upon to issue shares that would
decrease earnings per share, or increase the loss per share.
52
ASIMILAR GROUP PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 30 SEPTEMBER 2021
12
FINANCIAL ASSETS
(a) Summary of financial assets
Non-Current
Investments in financial assets designated at
fair value through profit or loss (see (b))
Current
Investments in financial assets designated at
fair value through profit or loss (see movement
analysis in (c))
Financial assets (loans) (see (c)) carried at
amortised cost
Trade receivables carried at amotised cost (Note
14)
(b) Analysis of movement of non-current
investments
Financial assets designated at fair value
through profit or loss
Non – Current
Fair value of investments brought forward
Purchases during the year
Disposals during the year
Net unrealised gain/ (loss) in fair value
Arising through acquisition of AIL:
- Equity investments
Fair value of investments carried forward
(c) Analysis of movement of current
financial assets
Financial assets designated as held at fair
value through profit or loss
Current
Fair value of investments brought forward
Purchases during the year
Disposals during the year
Arising through acquisition of ICJL:
- Equity investments (Dev Clever options - Note
3)
- Warrants (Dev Clever warrants – Note 3)
Net unrealised gain/(loss) in fair value
Fair value of investments carried forward
53
2021
£
2020
£
36,312,423
5,771,908
----------------------
36,312,423
----------------------
5,771,908
6,727,681
3,022,495
-
66,790
----------------------
6,794,471
===========
43,106,895
===========
2,771,425
152,750
----------------------
5,946,670
===========
11,718,578
===========
2021
£
2020
£
5,771,908
8,594,573
(88,652)
22,034,594
-
----------------------
36,312,423
===========
2021
£
3,022,495
976,182
(923,912)
-
-
3,652,916
----------------------
6,727,681
===========
2,684,091
3,381,180
-
(520,863)
227,500
----------------------
5,771,908
===========
2020
£
-
102,495
-
2,000,000
2,177,500
(1,257,500)
----------------------
3,022,495
===========
ASIMILAR GROUP PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 30 SEPTEMBER 2021
12
FINANCIAL ASSETS (continued)
As at 30 September 2021 the fair value of options and warrants over shares in Dev Clever Holdings Plc was
£5,670,000 (2020: £2,920,000). See note 3 for valuation details.
Financial assets held at amortised cost
The investment held at amortised cost constitute an arm’s length interest bearing short term loan of £nil (2020:
£2,771,426) at an annual interest rate of 3% that was repaid in full on 30 November 2020.
Details of the investments held are given in the Chairman’s statement.
13. FAIR VALUE OF FINANCIAL INSTRUMENTS
IFRS 9 requires the Group to classify financial instruments at fair value using a fair value hierarchy that reflects
the significance of the inputs used in making the measurement. The fair value hierarchy has the following levels:
quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1);
inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly
(that is, as prices) or indirectly (that is, derived from prices) (Level 2);
inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (Level
3).
(a) Financial instruments classified as level 1
The fair value of financial instruments traded in active markets is based on quoted market prices at the end of the
reporting period. A market is regarded as active if quoted prices are readily and regularly available from an exchange,
dealer, broker, industry group, pricing service or regulatory agency, and those prices represent actual and regularly
occurring market transactions on an arm’s length basis. The quoted market price used for financial assets held by the
Group is the current bid price. These instruments are included in Level 1. Instruments included in Level 1 comprise
equity investments classified as trading securities or available-for-sale.
(b) Financial instruments classified as level 2
The fair value of financial instruments that are not traded in an active market (for example, over-the-counter
derivatives) is determined by using valuation techniques. These valuation techniques maximise the use of observable
market data where it is available and rely as little as possible on entity-specific estimates. If all significant inputs
required to fair value an instrument are observable, the instrument is included in Level 2.
If one or more of the significant inputs is not based on observable market data, the instrument is included in Level 3.
Specific valuation techniques used to value financial instruments include:
quoted market prices or dealer quotes for similar instruments;
the fair value of interest rate swaps is calculated as the present value of the estimated future cash flows based
on observable yield curves;
the fair value of forward foreign exchange contracts is determined using forward exchange rates at the end of
the reporting period, with the resulting value discounted back to present value;
other techniques, such as discounted cash flow analysis, are used to determine fair value for the remaining
financial instruments.
The group holds no financial instruments classified as level 2.
54
ASIMILAR GROUP PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 30 SEPTEMBER 2021
(c) Financial instruments classified as level 3
The fair value of financial instruments that are not traded in an active market (for example, over-the-counter
derivatives) and determined by using valuation techniques. which require significant adjustment based on unobservable
inputs are included in level 3.
The determination of what constitutes observable requires judgement by the Group. The Group considers observable
data to be market data that is readily available, regularly distributed or updated, reliable and verifiable, not proprietary,
and provided by independent sources that are actively involved in the relevant market.
For financial instruments classified as level 3 the Group uses a combination of internal and external valuations. Where
management determines an external valuation is appropriate the group engages with professional service providers.
Specific valuation techniques include:
Market approach (utilising EBITDA or Revenue multiples, industry value benchmarks and available market
prices approaches);
Net asset approach;
Desktop valuations based on price of a recent transaction when transaction price/cost is considered indicative
Income approach (utilising Discounted Cash Flow, Replacement Cost and Net Asset approaches);
of fair value; and
Actuarial valuations using Monte Carlo, Black Scholes and adjusted binomial models.
The following table presents the Group’s assets that are measured at fair value at 30 September 2021:
Held at fair value
At 1 October 2019
Additions during the year
Arising through acquisition of ICJL:
-equity investments
-Warrants
-options
Revaluation
comprehensive income
recognised
in
statement of
in
statement of
At 1 October 2020
Additions during the year
Disposals during the year
Revaluation
recognised
comprehensive income
At 30 September 2021
Net book value
At 30 September 2021
At 30 September 2020
55
Level 1
£
Level 3
£
Total
£
107,115
----------------------
1,792,495
227,500
-
-
(431,300)
----------------------
1,695,810
----------------------
6,802,757
(136,564)
21,293,879
----------------------
29,655,882
----------------------
29,655,882
===========
1,695,810
===========
2,576,976
----------------------
1,691,180
-
2,000,000
2,177,500
(1,347,063)
----------------------
7,098,593
----------------------
2,767,997
(876,000)
4,393,631
----------------------
13,384,221
----------------------
13,384,221
===========
7,098,593
===========
2,684,091
----------------------
3,483,675
227,500
2,000,000
2,177,500
(1,778,363)
----------------------
8,794,403
----------------------
9,570,754
(1,012,564)
25,687,510
------------------------
43,040,103
-----------------------
43,040,103
===========
8,794,403
===========
ASIMILAR GROUP PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 30 SEPTEMBER 2021
The following table presents the Group’s financial liabilities that are measured at fair value at 30 September 2021:
Held at fair value
At 1 October 2020
Derivatives over own equity issued in the year
Fair value adjustment
At 30 September 2021
Level 1
Level 3
Total
-
-
-
----------------------
-
----------------------
1,669,500
-
459,900
----------------------
2,129,400
----------------------
1,669,500
-
459,900
----------------------
2,129,400
----------------------
There were no transfers between levels during the year.
Refer to note 3 for further details of specific level 3 valuations performed during the year.
Refer to note 4 for sensitivity analysis on changes to financial instruments carried at fair value.
14.
TRADE AND OTHER RECEIVABLES
Trade receivables
Prepayments and accrued income
Other receivables
2021
£
23,400
28,691
43,390
-----------------
95,481
========
2020
£
15,000
29,493
137,750
-----------------
182,243
========
The directors consider the carrying value of trade and other receivables to equal their fair value. No interest is
charged on receivables.
The directors consider trade receivables held at amortised cost to have no significant financing element, and the
effect of discounting to be immaterial.
15.
TRADE AND OTHER PAYABLES
Trade payables
Accruals and deferred income
Other taxes and social security
2021
£
40,980
83,635
7,020
---------------
131,635
========
2020
£
57,917
135,046
4,173
---------------
197,136
========
The directors consider the carrying value of trade and other payables to equal their fair value.
56
ASIMILAR GROUP PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 30 SEPTEMBER 2021
16.
DERIVATIVE FINANCIAL
LIABILITIES
Derivative liabilities
2021
£
2020
£
2,129,400
========
1,669,500
========
On 30 August 2020 as part of the consideration advanced for the acquisition of AIL, Asimilar Group Plc granted warrants
to subscribe for up to 9,000,000 Asimilar Group Plc ordinary shares in two tranches of up to 4,500,000 warrants per
tranche. The warrants represent derivatives over own equity and have been recognised as derivative financial liabilities.
Refer to note 3 for further details regarding the valuation of derivative financial liabilities.
Refer to note 4 for sensitivity analysis on changes to financial liabilities carried at fair value.
The change in the fair value of the warrants from £1,669,500 to £2,129,400 as at 30 September 2021 represents a fair
value loss to the Group of £459,900 which has been recognised in the income statement.
The change in fair value primarily arose as a result of fluctuations in the share prices of referenced equity instruments
within the consideration warrants between the reporting dates of 30 September 2020 and 30 September 2021.
17.
SHARE CAPITAL
Issued and fully paid
As at 1 October 2020
Issue of 14,322,500 (2020: 55,229,167) Ordinary shares of 0.01p each
At 30 September 2021
The Company has the following classes of share capital
Ordinary shares 121,683,943 (2020: 107,361,443 of 0.01p) shares of
0.01p each
A deferred shares (44,132,276 shares of 9.99p each)
Deferred shares (8,819,181 shares of 9p each)
Share Premium
As at 1 October 2020
Shares issued during the year (net of costs)
At 30 September 2021
2021
£
2020
£
5,213,277
1,432
-----------------------
5,214,709
===========
5,207,754
5,523
-----------------------
5,213,277
===========
12,168
10,736
4,408,815
793,726
----------------------
5,214,709
===========
2021
£
14,327,636
3,605,318
-----------------------
17,932,954
===========
4,408,815
793,726
----------------------
5,213,277
===========
2020
£
7,864,973
6,462,663
-----------------------
14,327,636
===========
57
ASIMILAR GROUP PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 30 SEPTEMBER 2021
17. SHARE CAPITAL (continued)
Share transaction history
During the year ended 30 September 2021 the following share transactions took place.
Asimilar Group Plc issued new shares as a result of exercise of various warrants as follows:
-
-
2,760,000 warrants were exercised at 5p raising funds of £138,000.
11,562,500 warrants were exercised at 30p raising funds of £3,468,750.
The following warrants were issued during the year:
-
-
-
1,000,000 director warrants to Mark Horrocks with an exercise price of 30p per share.
6,000,000 warrants to Sitius Limited relating to the disposal of Dev Clever option and warrants with an exercise
price of 50p per share.
250,000 director warrants to Michael Preen with an exercise price of 60p per share.
The ordinary shares have full voting rights, priority dividend rights and priority in the case of winding up.
The deferred shares of 9.99p each have no voting rights and shareholders are not entitled to any dividend, and
only receive the nominal amount paid up on their share after there has been distributed £1,000,000 to each of the
holders of the ordinary shares. The deferred shares shall not entitle the holders thereof to any further or other right
of participation in the assets of the Company.
The A deferred shares have no voting rights and shareholders are not entitled to any dividend. Holders of A
deferred shares shall be entitled to the amount paid up or credited as paid up on the A deferred shares to be paid
out of the assets of the Company available for distribution among the members, after payment, to the holders of
deferred Shares of the amounts paid up thereon. The holders of the A deferred shares shall not be entitled to any
other or further right to participate in the assets of the Company.
58
ASIMILAR GROUP PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 30 SEPTEMBER 2021
17. SHARE CAPITAL (continued)
Warrants
Movements in warrants during the year
As at 1 October 2020
Warrant number
Exercise price
pence
Vest date
Expiry date
5p
5p
10p
6p
30p
130p
60p
0.01p*
0.01p**
05/02/2019
07/05/2019
03/12/2019
01/10/2019
14/01/2020
24/01/2020
06/10/2020
31/08/2020
31/08/2020
22/02/2022
31/05/2022
31/12/2022
31/10/2020
31/03/2021
31/12/2021
31/12/2020
31/12/2025
31/12/2025
6p
60p
01/10/2019
06/10/2020
31/10/2020
31/12/2020
0.01p
0.01p**
5p
5p
30p
31/08/2020
31/08/2020
05/02/2019
07/05/2019
14/01/2020
31/12/2025
31/12/2020
22/02/2022
31/05/2022
31/03/2021
30p
50p
60p
22/10/2020
24/02/2021
18/06/2021
22/10/2023
24/08/2022
17/06/2024
5p
5p
10p
30p
130p
0.01p*
0.01p**
50p
60p
05/02/2019
07/05/2019
03/12/2019
22/10/2020
24/01/2020
31/08/2020
31/08/2020
24/02/2021
18/06/2021
21/02/2022
31/05/2022
03/12/2022
22/10/2023
31/12/2021
31/12/2025
31/12/2025
24/08/2022
17/06/2024
1,833,333
3,500,000
5,000,000
16,500,000
11,562,000
10,000,000
3,500,000
4,500,000
4,500,000
------------------------
60,895,333
Weighted average price
33p
Lapsed
Weighted average price
Cancelled
Exercised
Weighted average price
Granted
(16,500,000)
(3,500,000)
------------------------
(20,000,000)
15p
(2,700,000)
(1,350,000)
(1,260,000)
(1,500,000)
(11,562,000)
------------------------
(14,322,000)
25p
1,000,000
6,000,000
250,000
-------------------------
7,000,000
Weighted average price
47p
As at 30 September
2021
-------------------------
31,123,333
============
573,333
2,000,000
5,000,000
1,000,000
10,000,000
3,150,000
3,150,000
6,000,000
250,000
------------------------
31,123,333
============
Weighted average price
55p
59
ASIMILAR GROUP PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 30 SEPTEMBER 2021
17. SHARE CAPITAL (continued)
* Exercisable in the event mid market price of DevClever Holdings Plc is or exceeds 28p for at least 5 consecutive
business days. This condition was satisfied on 29 March 2021
** Exercisable in the event mid market price of DevClever Holdings Plc is or exceeds 55p for at least 5 consecutive
business days
Of the 31,123,333 outstanding warrants (2020: 60,895,833 warrants), 27,723,333 warrants (2020: 48,395,833)
were exercisable.
Warrants exercised in 2021 resulted in 14,322,000 shares (2020: 2,666,667 shares) being issued at a weighted
average price of £0.25 each (2020: £0.054 each). The related weighted average share price at the time of exercise
was £0.40 (2020: £0.34) per share. There were no transaction costs to offset against the proceeds received in either
period.
.
The Company entered into the following transactions where warrants were issued:
On 22 October 2020 Asimilar Group Plc issued 1,000,000 warrants to company Director, Mark Horrocks, with
an exercise price of 30.00p and a vesting date of 22 October 2020. The fair value at the grant date of these warrants
has been determined through an actuarial valuation using an adjusted binomial model. The aggregate fair value of
the warrants of £108,000 has been expensed as directors remuneration in accordance with IFRS 2 share based
payments and the Group’s accounting policy outlined in note 2.10. These share based payments are also disclosed
in note 19 and the directors remuneration report.
On 18 June 2021 Asimilar Group Plc issued 250,000 warrants to company Director, Michael Preen, with an
exercise price of 60.00p and a vesting date of 18 June 2021. The fair value at the grant date of these warrants has
been determined through an actuarial valuation using an adjusted binomial model. The aggregate fair value of the
warrants of £61,000 has been expensed as directors remuneration in accordance with IFRS 2 share based payments
and the Group’s accounting policy outlined in note 2.10. These share based payments are also disclosed in note
19 and the directors remuneration report.
On 24 February 2021 as part consideration for the disposal of the Dev Clever option and warrants by Asimilar
Investments Limited, Asimilar Group Plc granted warrants to subscribe for up to 6,000,000 Asimilar ordinary
shares. These were granted to Sitius Limited, the investment vehicle of David Von Rosen. The warrants represent
derivatives over own equity and have been recognised as derivative financial liabilities. At the balance sheet date
the aggregate fair value of these warrants of £402,000 has been determined through a third party actuarial valuation
using an adjusted binomial model that is consistent with the mathematics underlying the Black Scholes formula.
Warrant Reserve
As at 1 October
Premium attributable to bundled warrants issued as part of private
placing (warrant reserve)
At 30 September
2021
£
157,813
-
2020
£
-
157,813
-----------------------
157,813
===========
-----------------------
157,813
===========
60
ASIMILAR GROUP PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 30 SEPTEMBER 2020
18. FAIR VALUE GAIN ON ACQUISITION
In year the ending 30 September 2020, a fair value exchange gain arose on the acquisition of Asimilar Investments Limited
(“AIL”), in Jersey, as the fair value of identifiable assets and liabilities acquired was higher than the consideration
transferred. The Directors considered the commercial context of the transaction and deemed it appropriate to recognise this
gain in the income statement on the date of the acquisition of AIL.
Fair value of assets and liabilities acquired
Less: Total consideration transferred
Fair value gain on asset acquisition
.
19.
SHARE BASED PAYMENTS
£
4,091,836
(2,397,400)
-----------------
1,694,436
========
On 22 October 2020 Asimilar Group Plc issued 1,000,000 warrants to company Directors with an exercise price
of 30.00p and a vesting date of 22 October 2020 and exercisable by 22 October 2023.
On 18 June 2021 Asimilar Group Plc issued a further 250,000 warrants to company Directors with an exercise
price of 60.00p and a vesting date of 18 June 2021 and exercisable by 17 June 2024.
The fair value at the grant date of these warrants has been determined using an adjusted binomial model. The
aggregate fair value of the warrants of £169,000 has been expensed as directors remuneration in accordance with
IFRS 2 Share Based payments and the Group’s accounting policy outlined in note 2.10.
These share based payments are also disclosed in the directors remuneration report.
On 24 February 2021 Asimilar Group Plc issued 6,000,000 warrants with an exercise price of 50.00p with an
expiry date of 24 August 2022 to Situis Limited. The warrants were issued as part of the arrangements with
Asimilar Investments Limited to transfer 30m of options and 15m of warrants held in Dev Clever for a
consideration of £3.5m. The fair value of these warrants has been determined through an actuarial valuation using
an adjusted binomial model. The aggregate fair value of the warrants of £402,000 has been expensed as investment
cost of Asimilar Investments Limited and share based payment.
The fair value of warrants granted during the period, determined using the adjusted binomial model, was £0.067
per warrant . The significant inputs into the model were a weighted average share price of £0.38 at the grant date,
the exercise price shown above, volatility of 73% , dividend yield of 0% , the assumption that warrants are
subscribed for when 100% in the money, and an annual risk-free interest rate equal to the yield on zero coupon
yield curve of UK gilts at the issue dates. The volatility measured at the standard deviation of continuously
compounded share returns is based on statistical analysis of daily share prices over the last year.
The total value of share based payments recognised as expenditure during the year was £571,000 (2020:
£324,500). This amount has also been credited to equity in accordance with the provisions of IFRS 2: Share Based
Payments.
20.
ULTIMATE CONTROLLING PARTY
The Group is admitted to AIM and there is no individual controlling party. The Directors’ Report provides details
of those shareholders with an individual holding exceeding 3% of issued share capital.
61
ASIMILAR GROUP PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 30 SEPTEMBER 2021
21.
RELATED PARTY DISCLOSURES
Directors' remuneration is shown in Note 8. There were no key management personnel other than the Directors
(2020: none).
On 30 August 2020, the acquisition date of Asimilar Investments Limited, the company had a liability to Mark
Horrocks of £319,036. £250,000 was paid back on 9 September 2020. The balance outstanding at 30 September
2021 was £Nil (2020: £69,036). Mark Horrocks became a director of Asimilar Group Plc on the acquisition of
Asimilar Investments Limited.
During the year, Kepstorn Solicitors provided legal and advisory service to the Asimilar Group Plc. Donald
Stewart is a partner in the firm and was a director of Asimilar Group Plc at the time. Total cost of service provided
amounted to £19,940. (2020: £125,340). These were fully paid during the year. There were no outstanding
amounts at the year end.
There were no other transactions falling within the scope of IAS 24 Related Party Disclosures.
22. POST BALANCE SHEET EVENTS
The board does not consider these to be adjusting events.
On 29 November 2021 All Active Asset Capital Limited (AAA) and MESH completed a scheme of arrangement
whereby AAA acquired 100% of MESH. Accordingly, Asimilar now holds 24 million AAA shares.
On 24 December 2021, Dev Clever Holdings announced that trading in its ordinary shares was to be suspended
pending the approval by the FCA of the acquisition of Veative Labs Pte Ltd (Singapore) by Dev Clever.
On 31 December, AIL exercised its SeeQuestor warrants and invested £337,840 for a further 33,784 new shares
to bring its total holding to 67,568 and total Group holding to 114,586.
0n 22 February 2022, the Company issued 240,000 new ordinary shares as a result of a warrant exercise.
62
ASIMILAR GROUP PLC
COMPANY STATEMENT OF FINANCIAL POSITION
FOR THE YEAR ENDED 30 SEPTEMBER 2021
Company Registration Number: 04488281
Notes
IV
IV
IV / VI
VII
VIII
IX
ASSETS
Non-current assets
Investments in financial assets
in financial assets held at
Current assets
Investments in financial assets
Investments
amortised cost
Receivable from group companies
Trade and other receivables
Cash and cash equivalents
TOTAL ASSETS
EQUITY AND LIABILITIES
Current liabilities
Trade and other payables
Derivative financial liabilities
Total liabilities
Equity
Share capital
Share premium account
Merger relief reserve
Warrant reserve
Retained earnings
Total equity
TOTAL EQUITY AND LIABILITIES
2021
£
2020
£
10,677,819
--------------------
10,677,819
--------------------
5,489,308
--------------------
5,489,308
--------------------
1,057,681
-
102,494
2,771,426
5,841,477
94,685
155,591
--------------------
7,149,434
--------------------
3,140,000
181,528
703,963
--------------------
6,899,411
--------------------
17,827,253
==========
12,388,719
==========
129,680
--------------------
108,989
--------------------
2,129,400
1,669,500
--------------------
2,259,080
--------------------
--------------------
1,778,489
--------------------
5,214,709
17,932,954
279,900
157,813
(8,017,203)
---------------------
5,213,277
14,327,636
279,900
157,813
(9,368,396)
---------------------
15,568,173
---------------------
17,872,253
==========
10,610,230
---------------------
12,388,719
==========
The profit for the parent company for the year was £780,193 (2020 – £411,304).
The financial statements were approved and authorised for issue by the board of directors on 18 March 2022 and were
signed below on its behalf by
John Taylor
Chairman
63
ASIMILAR GROUP PLC
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2021
Share
Capital
£
Share
Premium
Account
£
Merger
Relief
Reserve
£
At 1 October 2019
5,207,754
7,864,973
Total comprehensive
income for the year
Share based payments
Issue of warrants
Transactions with owners
Shares issued
Cost of new issue
At 1 October 2020
Total comprehensive
income for the year
Share based payments
5,523
-
-----------------
5,213,277
6,580,097
(117,434)
------------------
14,327,636
279,900
-
----------------
279,900
-
-
-
-
-
-
-
-
-
-
Transactions with owners
Shares issued
1,432
3,605,318
-
-
-
-
-
-
-
-
Warrant
Reserve
Retained
Earnings
£
Total
£
-
(10,104,200)
2,968,527
-
-
-
157,813
-
-
----------------
157,813
-
-
-
411,304
-
324,500
-
411,304
-
324,500
157,813
-
-
--------------------
(9,368,396)
6,865,520
(117,434)
------------------
10,610,230
780,193
780,193
571,000
571,000
-
3,606,750
At 30 September 2021
-----------------
5,214,709
=========
------------------
17,932,954
==========
--------------------
279,900
==========
____________
157,813
===========
--------------------
(8,017,203)
===========
------------------
15,568,173
=========
Share capital
Represents the par value of shares in issue.
Share premium
Represents amounts subscribed for share capital in excess of its nominal value, net of directly attributable issue costs.
Merger relief reserve
Represents premium on shares issued in connection with the acquisition of Intrinsic Capital Jersey Limited, recognised in
accordance with S162 of the Companies Act 2006.
Retained earnings
Represents accumulated losses to date.
Warrant reserve
Represents the fair value of placing warrants issued.
64
ASIMILAR GROUP PLC
COMPANY STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 SEPTEMBER 2021
Operating activities
Profit for the year
Adjustments for:
Decrease / (increase) in trade and other receivables
Increase in trade and other payables
Net finance income
Derivative fair value movement
Unrealised (losses) / gains on remeasurement to fair
value
Share based payments
Other income (non-cash transaction)
Net cash generated / (used) in operating activities
Investing activities
Payments to acquire investments
Proceeds on disposal of investments
Loans repaid / (made)
Payments to group companies
Net finance income
Net cash used in investing activities
Financing activities
Net proceeds from issue of shares
Net cash generated from financing activities
2021
£
2020
£
780,194
411,304
51,178
20,691
(169,967))
459,900
(1,807,511)
169,000
-
-------------------
496,515
-------------------
(4,070,752)
172,421
2,771426
(2,551,977)
20,274
-------------------
(3,658,608)
-------------------
3,606,750
------------------
3,606,750
-------------------
(112,061)
81,579
(49,004)
(436,500)
83,365
324,500
(1,140,000)
-------------------
(836,817)
-------------------
(606,026)
-
(2,722,422)
(2,000,000)
914
-------------------
(5,327,534)
-------------------
6,625,899
------------------
6,625,899
-------------------
Net (decrease)
equivalents
/
increase
in cash and cash
(548,373)
461,548
Cash and cash equivalents at the start of the year
Cash and cash equivalents at the end of the year
Cash and cash equivalents consist of:
Cash and cash equivalents
703,963
------------------
155,590
------------------
242,415
------------------
703,963
------------------
155,590
=========
703,963
=========
The Company had no debt in either period, therefore no net debt reconciliation has been presented.
65
ASIMILAR GROUP PLC
NOTES FORMING PART OF THE COMPANY FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2021
I.
GENERAL INFORMATION
Asimilar Group Plc is a public limited company which is listed on the Alternative Investment Market (AIM) and
incorporated and domiciled in the UK. The address of its registered office is 4 More London Riverside, London,
SE1 2AU.
The company follows the same accounting policies as the group. Only different or additional policies are noted here.
II.
ACCOUNTING POLICIES
The separate financial statements of the Company are presented as required by the Companies Act 2006.
As permitted by the Act the separate financial statements have been prepared in accordance with International
Financial Reporting Standards as adopted by the European Union. The principal accounting policies adopted are the
same as those set out in note 2 to the consolidated financial statements except as noted below:
Valuation of investments
Investments in subsidiaries are stated at cost less any provision for impairment in value.
III.
INCOME FOR THE FINANCIAL PERIOD
The Company has taken advantage of the exemption allowed under s408 of the Companies Act 2006 and has not
presented its own profit and loss account in these financial statements. The Company’s profit after taxation for
the year was £780,193 (2020: £411,304).
All staff employed under Asimilar Group Plc and staff numbers are shown in note 9. Total staff costs were
£294,948 (2020: £439,910).
66
ASIMILAR GROUP PLC
NOTES FORMING PART OF THE COMPANY FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2021
IV
FINACIAL INSTRUMENTS
Non-Current
Investments in financial assets designated
at fair value through profit or loss (see
below for movement analysis)
Investments in subsidiary at cost (note V)
fair value
Current
Investments designated at
through profit or loss
Financial assets carried at amortised cost –
loans
Financial assets carried at amortised cost –
amounts owed by group undertakings
Trade and other receivables carried at
amortised cost
Financial assets designated at fair value
through profit or loss
Non – Current
Fair value of investments brought forward
Purchases during the year
Disposals during the year
Net unrealised loss in fair value
Realised gain on disposal
Fair value of investments carried forward
Current
Fair value of investments brought forward
Purchases during the year
Net unrealised loss in fair value
Disposals
Fair value of investments carried forward
2021
£
2020
£
7,878,419
2,799,400
----------------------
10,677,819
1,057,682
-
5,841,477
65,994
----------------------
6,965,153
===========
17,642,972
===========
3,091,908
3,094,570
(88,652)
1,780,593
-
----------------------
7,878,419
===========
102,494
976,182
26,918
(47,912)
----------------------
1,057,682
===========
3,091,908
2,397,400
----------------------
5,489,308
102,494
2,771,426
3,140,000
152,035
----------------------
6,165,955
===========
11,655,263
===========
2,684,091
1,611,180
(1,140,000)
(83,363)
20,000
----------------------
3,091,908
===========
-
102,494
-
-
----------------------
102,494
===========
Details of the investments held are given in the Chairman’s statement.
67
ASIMILAR GROUP PLC
NOTES FORMING PART OF THE COMPANY FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 30 SEPTEMBER 2021
V.
FIXED ASSET INVESTMENTS IN SUBSIDIARY
Total cost of investment as at 30 September 2020 & 2021
Cost of warrants issued relating to sale of Dev Clever options and warrants
2021
£
2020
£
2,397,400
402,000
---------------------
2,799,400
==========
2,397,400
-
--------------------
-
2,397,400
=========
On 30 August 2020 Asimilar acquired the entire ordinary share capital of Asimilar Investments Limited (“AIL”).
The consideration paid was a fresh issue of 1,000,000 Asimilar ordinary shares and warrants to subscribe for up
to 9,000,000 Asimilar ordinary shares in 2 tranches of up to 4,500,000 warrants per tranche.
At year end the Company had the following wholly owned subsidiary:
Asimilar Investments Limited
100%
Registered Office: 2nd Floor, The Le Gallais Building, 54 Bath Street, St Helier, Jersey, JE1 1FW, Channel
Islands
VI.
TRADE AND OTHER RECEIVABLES
Trade receivables
Prepayments and accrued income
Other receivables
Amounts due from subsidiary undertakings
VII.
TRADE AND OTHER PAYABLES
Trade payables
Accruals and deferred income
Other taxes and social security
68
2021
£
23,400
28,691
42,594
-------------------
94,685
5,841,477
-------------------
5,963,162
=========
2021
£
40,980
89,278
(578)
---------------
129,680
========
2020
£
15,000
29,493
137,035
-------------------
181,528
3,140,000
-------------------
3,321,528
=========
2020
£
57,915
46,901
4,173
---------------
108,989
========
ASIMILAR GROUP PLC
NOTES FORMING PART OF THE COMPANY FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 30 SEPTEMBER 2021
VIII. DERIVATIVE FINANCIAL
LIABILITIES
Derivative liabilities (see note 13(c) for movement analysis)
2021
£
2020
£
2,129,400
========
1,669,500
========
On 30 August 2020 as part of the consideration advanced for the acquisition of AIL, Asimilar Group Plc granted warrants
to subscribe for up to 9,000,000 Asimilar ordinary shares in 2 tranches of up to 4,500,000 warrants per tranche. The
warrants represent derivatives over own equity and have been recognised as derivative financial liabilities.
Refer to note 3 for further details regarding the valuation of derivative financial liabilities.
Refer to note 4 for sensitivity analysis on changes to financial liabilities carried at fair value.
The change in the fair value of the warrants from £1,669,500 to £2,129,400 as at 30 September 2021 represents a fair
value loss to the Group of £459,900 which has been recognised in the income statement.
The change in fair value primarily arose as a result of fluctuations in the share prices of referenced equity instruments
within the consideration warrants between the reporting dates of 30 September 2020 and 30 September 2021.
IX
SHARE CAPITAL
Details of share capital are shown in note 17.
69