Senstar Technologies Ltd.
Annual Report 2022

Registered number: 05568060
SABIEN TECHNOLOGY GROUP PLC
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022

SABIEN TECHNOLOGY GROUP PLC
COMPANY INFORMATION
FOR THE YEAR ENDED 30 JUNE 2022
Directors
Charles Goodfellow
Ranald McGregor-Smith
Richard Parris
Edward Sutcliffe
Company Secretary
Edward Sutcliffe
Registered Number
05568060
Registered office
71-75 Shelton Street
London
WC2H 9JQ
Independent Auditors
Moore Kingston Smith LLP
6th Floor, 9 Appold Street
London
EC2A 2AP
Website
www.sabien.com
Bankers
National Wesminster Bank Plc
72-74 High Street
Watford
WD17 2GZ
Solicitors
Moore Barlow LLP
Gateway House, Tollgate
Chandler's Ford
SO53 3TG
Nominated Advisor
Allenby Capital Limited
5 St Helen's Place
London
EC3A 6AB
Broker
Peterhouse Capital Limited
3rd Floor, 80 Cheapside
London
EC2V 6EE
Registrar
Share Registrars Limited
3 The Millenium Centre
Farnham
GU9 7XX
Page 1

SABIEN TECHNOLOGY GROUP PLC
CONTENTS
Page
Chairman & Chief Executive Officer's report
3 - 5
Group strategic report
6 - 11
Corporate governance
Director's report
12 - 17
18 - 19
Directors' responsibilities statement
20
Section 172(1) statement
Remuneration report
Independent auditors' report
Statement of Comprehensive Income
Statements of Financial Position
21
22 - 23
24 - 29
30
31 - 32
Cash Flow Statements
Statements of Changes in Equity
33
34
Notes to the consolidated financial statements
35 - 62
Page 2

SABIEN TECHNOLOGY GROUP PLC
CHAIRMAN & CHIEF EXECUTIVE OFFICER'S REPORT
FOR THE YEAR ENDED 30 JUNE 2022
We report on the results for Sabien Technology Group Plc (“Sabien”, “the Company” or “the Group”) for the
year ended 30 June 2022.
Sabien Technology Group highlights 2022
•
Sales for the year £0.68m (2021: £0.97m)
•
Management fee from associated party £0.15m (2021:£nil).
•
Loss before tax £0.74m (2021 £0.51m loss)
•
Sales from Alliance Partners £0.06m (2021: £0.04m)
•
Deferred revenue carried into 2023 £0.18m (2021: £0.02m)
•
Forward orders carried into 2023 £0.09m (2021: £0.04m)
•
Overseas sales £0.06m (2021: £0.04m)
•
Net cash balance at 30 June 2022 was £0.33m (30 June 2021: £1.22m)
Highlights since the year end
•
Sales of £0.13m to 30 September 2022.
•
Net cash balance at 30 September 2022 of £0.63m.
•
£500k gross placing and £100k oversubscribed broker option.
Financial results
Revenue for the year was £0.68m (2021: £0.97m). The loss before taxation was £0.74m (2021: £0.51m loss).
At 30 June 2022, cash and cash equivalents amounted to £0.57m (2021: £1.40m). 
Dividend policy
The directors propose no dividends (2021: nil) in the year.
Page 3

SABIEN TECHNOLOGY GROUP PLC
CHAIRMAN & CHIEF EXECUTIVE OFFICER'S REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2022
Executive Chairman's Statement
On 1 July 2021 the world in which Sabien operates was a different place from that which faces the company
into 2023. Specifically, Covid was still a clear and present danger and the economic impact of our addressing
this danger less understood or assessed. Today, Covid appears more under control but the impact of our fight
against it is only now becoming apparent. Inflation figures, last seen in the 1970s, combine with fiscal and
monetary structures ill-suited to combat them. The flight from cities appears more structural than temporary
with consequential impacts on where we live and work. Energy pricing, and the inter-dependence of the market
at a time of war, poses a fundamental risk for the economic system which prevailed pre-Covid.
In short: I believe that there is no return to “normal” and that the establishment of a new “normal” is months, if
not years, away.
Sabien, under the management’s leadership, recognised these changes early. During the year ended 30 June
2022, Sabien's Green Aggregation Strategy has focussed on three principal technology led initiatives. M2G,
the existing Sabien CO2 mitigation device for commercial boilers, the UK rollout of Proton's oil to hydrogen
technology, and the City Oil Field Inc. ("COF") plastic to oil technology.
We have shared the development of these initiatives with shareholders and the wider market throughout. In
support of them, and our continuing development, the Company has raised £0.6m through a placing and
broker option. This provides the Company with the wherewithal to secure the opportunities presented to it, for
the benefits of shareholders and stakeholders alike.
M2G Business
Despite the world semi-conductor supply shortage and its impact on the completion of sales during the second
half of the 2022 financial year, the Board is very pleased with the growth of the new M2G Cloud business.
During the 2022 financial year, 293 M2G Cloud Solutions were sold (2021: nil) of which 262 (89.4% of the
annual total) occurred in the second half of the year.  In addition, the Company has deferred revenue of £175k,
and open orders of £91k, that will carry over into FY23 as well as £23k of recurring revenue from the M2G
Cloud Solutions sold to date to be recognised in FY23. In total, M2G has 2023 revenue identified and charged,
but not yet booked, of £289k (July 2021 forward revenue: £43k).
The Board is encouraged that despite the supply chain problems affecting many companies, it has secured
revenue which, had it fallen in the year to 30 June 2022 would have resulted in a stable performance year-on-
year including other income of £0.15m (2021:£nil) to the associated party b.grn Group Ltd ("b.grn"). It is
encouraged, further, that the momentum of revenue is growing through the first half of the Company's financial
year to 30 June 2023.
The Board was also pleased to recently announce that Sabien is working with City Energy Network Ltd and
EDF Plc to obtain The Standard Assessment Procedure (SAP) approval for M2G.  This has the potential to
expand  Sabien's reach for the M2G product line into the residential/domestic market via district heating
schemes and increases its current addressable market by three times.
COF / b.grn Business
During the financial year to 30 June 2022, Sabien signed a sales agency agreement with COF.  COF is a
South Korean business that has developed an innovative proprietary technology - Resource Gathering
Operation (RGO), which focuses on the production of light and ultra-pure fuel products from low temperature
processing of end-of-life plastics.  In August 2022 we announced that the sales agency agreement had been
renewed for a further year.  We also announced that construction has started on the first commercial COF
installation in South Korea.
During the year the business has been developed in combination with Sabien's development partner b.grn
Group Ltd ("b.grn").  Key milestones have been reached including the establishment of a range of partner
relationships with funding partners and professional advisors. The latter includes development managers, ESG
advisors, and real estate advisors.  In consultation with advisers, b.grn has assessed a range of potential sites
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SABIEN TECHNOLOGY GROUP PLC
CHAIRMAN & CHIEF EXECUTIVE OFFICER'S REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2022
in England and Wales for the first European COF installation.  As previously announced, exclusivity was
agreed on a site near Northampton; discussions were held in relation to a site on the Humber Estuary; and
most recently an indicative bid was submitted to acquire the ex-Anglesey Aluminium site in Anglesey,
supported by b.grn funding partners, from the site's administrators.  These three main sites considered to date
are not being actively pursued, primarily due to the level of cost involved in acquiring the sites or the time
required to develop them. 
Through this work to date, the Board has developed a strong understanding of the emerging real estate market
in key locations in the UK. Within this, the Company and b.grn have developed an advanced assessment of
the most efficient sites for the deployment of COF. From this emerging knowledge, the Company and b.grn
are now actively considering a number of sites in the UK, and beyond, where b.grn could deploy COF without,
necessarily, acquiring the underlying real estate.  Investigations into potential sites continue with b.grn's
partners. It is likely that the first active deployment will be an initial 24 tonne ("24t") per day plastic to oil proof
of concept plant. 
During the year, Sabien charged management fees of £0.15m to b.grn (2021: £nil) comprising Sabien board
time managing the project and the recharge of professional fees incurred during the year to 30 June 2022.
Proton UK Business
During the year Sabien has been working with multiple UK oil field owners to identify suitable sites on which to
deploy the Proton Technologies Canada Inc. ("Proton") proprietary hydrogen capture technology.  In the long
term, owners are motivated to develop such hydrogen production facility on their near to end of life fields. The
Board believes that this motivation is secular and is likely to grow as the global fuel portfolio adapts to the
clear trends in hydrocarbon demand. In the short term, reflecting the current high level of oil prices in the
market, field owners have focussed on maximising short term oil production. The Proton project continues to
hold strong prospects for the Group, however is not a current area of primary focus for the field owners due to
the high oil price.
Sabien is working with Proton to develop its option to install a COF plant at Proton’s Saskatchewan site.
Sabien and Proton have discussed various options for the sale of the off-take oil from the COF process and
both teams are motivated to develop the first North American COF installation.  
Aeristech investment
Sabien invested £100k in Aeristech in February 2021 at a price of £2.40 per share.  The investment was made
to support Aeristech's development of e-boost technologies for hydrogen fuel cell, hybrid electric, and internal
combustion engine powertrains.  Since Sabien’s investment, Aeristech has made excellent progress in
developing its customer base and has raised funds at up to £3.00 per share. 
Financial results
In the year to 30 June 2022, the Group has generated revenue of £0.68m (2021: £0.97m), with £0.56m
recorded in the second half as well as £0.15m other income in relation to b.grn. Whilst overall revenue has
decreased in comparison to 2021, the Group carries £0.29m (2021: £0.04m) into 2023.  The forward revenue
comprises deferred revenue unable to be completed in 2022 due to delayed supply chain caused by the
worldwide semiconductor shortage, forward orders, and a growing level of recurring revenue from the M2G
Cloud rollout. 
Following the year end, the Group has closed a £500k placing from existing and new investors and a £100k
oversubscribed broker option.  Combined with our forward orders and revenue, the Group is well placed in
2023 to take its three main business lines to the next stages in their development.
Richard Parris
Executive Chairman
Date
13 October 2022
Page 5

SABIEN TECHNOLOGY GROUP PLC
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 30 JUNE 2022
1. Review of the Group's Business
Sabien’s strategy has been developed, and will evolve further, through the evolution of the “Green Economy”.
For example, the UK has committed to achieving a net zero economy by 2050. The US, across its different
markets, is setting similar targets within equivalent timeframes. Similarly, the EU has agreed a target of
climate neutrality by 2050. These targets are enshrined and have become one of the clear guiding principles
for the transition from the pre-Covid world to that post-Covid.
These ambitious goals demand equally ambitious innovation in products, services, and technology. Sabien is
committed to building a portfolio of businesses the components of which are involved directly in the application
of emerging and developed technology to the emerging Green Economy. It will do so through organic,
partnership and acquisition led development.
During the year ended 30 June 2022, the Group achieved the following steps in its strategic development:
•
Start of rollout of M2G Cloud Connect product;
•
£100k strategic investment into Proton Technologies Canada Inc., the Canadian company that produces
carbon neutral hydrogen from end-of-life oil fields;
•
£100k 20t per day hydrogen processing licence from Proton Technologies Canada Inc.;
•
Signed exclusive UK and non exclusive other territories sales agency agreement with COF, the South 
Korean company that has developed a process that converts plastics to high grade fuel oil and naptha 
at low temperatures; and
•
Establishment of b.grn Group Ltd  a special purpose vehicle established with Parris Group Ltd to 
develop sites for the European and North American COF business. 
Sabien’s commitment to growth is set in a context of consistent, long term shareholder value. This context is
determined by clear investment criteria which are used to establish a route to value at the point of
commitment.  The key consideration in assessing potential investments are the strength of the management
team, a defendable technical advantage, and strong financial fundamentals.
Since incorporation, the Group has owned the rights to M1G and M2G, patented energy efficiency products for
installation on commercial boilers and water heaters, both within and outside the UK. It subcontracts the
manufacture of both products to its principal supplier, which is based in Northern Ireland, with UK, EMEA, and
global installations delivered by Sabien engineers and trained installation partners.
The Group has a strong reputation in the marketplace, being recognised as the market leader in Boiler
Optimisation Controls.
Background to the boiler optimisation business
Historically, and to gain a foothold in the UK market, the Group offered paid pilots of its M2G boiler
optimisation controller. While the timeline from pilot to estate roll out was typically 6 to 18 months, this method
of technology acceptance and adoption proved successful with clients resulting in the Group being awarded a
number of multi-year multi-million pound contracts. Since the initial success enjoyed by the Group, whilst large
contracts continue to be won, timing is variable and profitability has suffered as a result. 
The Group has had a long-term goal of broadening its product offering and developing recurring revenue
streams.  Initial steps were to introduce a rental model option during the 2018 financial year with a goal of
making the piloting and financing of M2G projects easier and risk free for its clients. In addition, a Forensic
Boiler Audit (FBA) service was implemented as an additional service line for the Group. During the 2022
financial year, the M2G Cloud System was launched which provides significant advantages to the Group, and
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SABIEN TECHNOLOGY GROUP PLC
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2022
includes elements of both the rental model and FBA service: 
•
Recurring revenue;
•
Demonstrable real time savings to customers; and
•
Additional and unique boiler analytics.
Market - Energy efficiency retrofit – Commercial Gas
Our clients are to be found in market sectors where the share of energy costs in total production costs is low –
such as in the services sectors, public administrations, or in industries like mechanical engineering and the
food sectors.
There are three overriding factors influencing contract award lead times, low gas price, availability of capital
and the lack of prevalence of Automated Maintenance Reporting (AMR) and/or sub-AMR in the in-built UK
building stock. 
The lack of access to capital as a barrier to implementing energy efficiency initiatives in our experience and in
practice, is more complex.  For large companies, the internal ‘access to capital’ problem stems from neglect of
energy efficiency within internal capital budgeting procedures, combined with other organisational rules such
as strict requirements on payback periods.
For small and medium-sized companies, imperfect access to capital prevents the implementation of profitable
energy efficiency projects. Energy efficiency investments tend to be classified as discretionary maintenance
projects, they are usually given a lower priority over essential maintenance projects or strategic investments.
This bias towards strict investment criteria can be worsened by individual managers’ incentives to favour large,
strategic projects, which are more prestigious than energy management activities.
In addition, top management does not consider energy-cost savings as a strategic priority. Thus, given the
constraints on time and attention it can be overlooked.
Other sales channels
Outside the UK, the Group appoints “Tech Centres” and distribution partners which are organisations involved
in the supply of boiler systems and controls to customers in their own territories. These Tech Centres are given
training in the installation of M2G as part of the appointment process.
The Group sells both directly and through a number of Global, EMEA and local outsourcing and energy service
companies, commercial real estate services and investment companies. Sabien’s sales focus is organisations
with multi-site estates within both the public and private sectors.
Team
The Group employs its own project management and technical engineering staff who are responsible for
ensuring the smooth roll-out and quality control of each M2G pilot and installation project. Headcount currently
stands at 11.
Other Technology Development
In addition to the established boiler optimisation business, Sabien’s green aggregation strategy is also
developing two new technologies:
1.
City Oil Field Inc. Plastics to Oil Business
2.
Proton Technologies Canada Inc. – clean hydrogen production
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SABIEN TECHNOLOGY GROUP PLC
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2022
The Board expects both technologies over time to develop into standalone divisions of the Group.
Plastic to Oil Business
The Group’s strategy is focussed on signing the first site in the UK as a proof of concept 24t per day
processing plant in conjunction with Sabien’s b.grn Group Ltd development partner.  Feedstock contracts and
oil offtake discussions are in progress as key requirements to establish the first Western Hemisphere
commercial plant.
Clean Hydrogen
The Group’s strategy is focussed on locating a suitable end of life onshore oil field owner in the UK to partner
in developing a 20t per day hydrogen production facility.
2. Principal risks and uncertainties facing the Group
The principal risks faced by the Group are:
•
Technology developments and competitive products;
•
Changes in legislation;
•
Supply chain issues;
•
Inability to meet customer demand;
•
Brand awareness and maintenance of reputation;
•
Employee retention;
•
Raising further finance;
•
UK Energy Efficiency Barriers;
•
Continued impact of COVID-19; and
•
Insufficient financial resources to complete rollout of new product lines.
The Group places great importance on internal control and risk management. A risk-aware and control-
conscious environment is promoted and encouraged throughout the Group. The Board, either directly or
through its committees, sets objectives, performance targets and policies for management of key risks facing
the Group.
The risks outlined above are not an exhaustive list of those faced by the Group and are not intended to be
presented in any order of priority. The Group holds weekly management meetings at which, inter alia, business
risks are reviewed and any areas that are causing concern are discussed. A plan of action to resolve issues is
then put in place.  Whilst many of the key risks are common across many industries, the Board has set out
detail below in relation to the energy efficiency industry specific risks that affect the Group.
UK Energy Efficiency Barriers
Information, its provision and lack of trust, misaligned financial incentives, and behaviour barriers mean
energy efficiency is undervalued. These barriers are often inter-related and work together to reduce
investment in energy efficiency.
The UK market is underdeveloped thus has relatively limited/mixed expertise and ‘know-how’ on the Client,
vendor side for energy efficiency investment.
Information
One of the key characteristics of an embryonic market is there is a lack of access to trusted and appropriate
information.
Energy efficiency improvements are typically made through purchasing upgraded equipment, retro-fit
technology and additives however the biggest challenge facing the market is identifying the absolute savings
in energy and emissions which means that potential buyers are not in a position to assess the benefits of an
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SABIEN TECHNOLOGY GROUP PLC
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2022
energy efficiency proposal.
The upgraded and cloud enabled M2G has been designed to resolve these issues.
Financing
Energy efficiency projects can be undermined by the absence of standardised monitoring and verification
processes which means that the benefits of energy efficiency investments are not trusted.
It can be difficult to relate back to individual activities to identify opportunities to make energy efficiency
improvements. In the absence of clear, trusted information, many buyers do not prioritise energy efficiency
investments.
Misaligned financial incentives
It is not always the case that the person who is responsible for making energy efficiency improvements will
receive the benefits of their actions.
Commercial rented tenants are responsible for their own bills and therefore it is in their interest to reduce the
bills, but contractual arrangements around landlord/tenants or facilities management may inhibit investment.
Therefore, energy efficiency investments are not prioritised as they might otherwise be. Energy costs can be a
relatively small proportion of costs for many sectors, but in aggregate that energy use is a huge ask of our
energy system.
Undervaluing energy efficiency
The lack of salience of energy efficiency increases the impact of hassle costs and behavioural barriers. Energy
efficiency changes may involve significant hassle costs for those carrying out the investment, which increases
the costs of the investment e.g. disruption caused by building works or disruption to production lines.
Energy efficiency improvements may not be seen as strategic for a company and therefore not prioritised.
Outside of the energy intensive industry sectors, energy bills are only a small proportion of business costs. If
the relative gain is small, then the hassle costs can act as a significant barrier, especially if there is uncertainty
around the benefits of the investment.  While hassle costs are not a market failure, they compound the impact
of other behavioural barriers, reducing investment in energy efficiency. This is often why companies are
reluctant to invest in energy efficiency, seeking short payback times, even if a project is cost-effective and
meets Simple Payback (SPB) criteria. Wider economic uncertainty is also reducing willingness to invest.
Page 9

SABIEN TECHNOLOGY GROUP PLC
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2022
3. Performance of the business in the financial year
Business Development - UK
The Group achieved sales in the year of £0.68m (2021: £0.97m).  Alliance Partners contributed £0.06m of
sales representing 9% of the total for the year. The volume of sales from Alliance Partners will vary from year
to year and is dependent on the stage at which each partner is at in the sales cycle with its own clients and
pipeline.
Business Development - Overseas
The Group sells M2G internationally through its network of “Sabien Tech Centres” and distribution partners. A
“Sabien Tech Centre” is a company outside the UK with:
- An established distribution network and an existing client base in the commercial and industrial heating
sector;
- Engineering capability and capacity; and
- Competence in commercial boilers and currently offering energy efficiency solutions as part of their product
and service suite.
The network requires a level of M2G operational support in knowledge transfer/sharing and product training.
During the course of the financial year, overseas sales represented 9% of total sales at £0.06m (2021 -
£0.04m). In 2013, the Group appointed Fireye, Inc. as a non-exclusive distributor in the USA as well as other
overseas territories. Through this relationship with Fireye and with other parties, we have appointed Tech
Centres in a number of territories throughout the world.
Through our new US subsidiary, Sabien Inc, we intend to further develop this relationship and bring additional
value to the Group in the future. For further information on Fireye NXM2G, please visit
https://www.fireye.com/Systems/System/Nexus-NXM2G-Efficiency-Control.
COVID-19
While there remains uncertainty as to the future impact of the COVID-19 pandemic, the Group continues to
conduct ongoing risk assessments of the potential impact of the pandemic on its business.
Customer confidence has increased compared to the height of the pandemic last year. Despite this, the Board
is aware that uncertainties around the pandemic remain and that these continue to affect demand as potential
customers may be more reluctant to commit to future spending. The Group continues to work with its main
supplier to actively address the risk of disruption. The Group has taken actions to enhance its operational
resilience and position the business towards becoming fully operational. 
The COVID-19 pandemic could result in changes to the outlook in the Group’s markets. Areas of the business
that could be impacted include a decrease in spending by key customers, the failure of suppliers to source
parts to manufacture our units, the requirement for the Group or its suppliers to reduce site operational levels,
the inability to meet delivery requirements, the inability to adequately staff the business, and an increase in the
cost or lack of availability of funding. Any of the above could have a material adverse effect on the Group.
However, the uncertainties surrounding the development of this pandemic make it difficult to predict the full
extent to which the Group may be affected.
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SABIEN TECHNOLOGY GROUP PLC
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2022
4. Key Performance Indicators ("KPIs")
The Group has identified a number of financial and non-financial key performance indicators which are
regularly monitored to ensure that business is on track or to give warning where problems may be arising:
Financial: The management’s focus is on the development of sales, the maintenance of a healthy gross
margin and prudent cost control. The two main performance indicators are unit sales and gross profit margin.
During the year, the Group moved away from the legacy M2G product to focus on the new M2G Cloud system.
During the year the Group sold 293 units (2021: zero M2G Cloud units, 450 M2G units) and the gross profit
margin was 66.0% (2021: 84.2%). The margin has decreased in the year due to:
- the prior year revenue including £156k of rental and rental contract termination revenue at 100% margin;
- high fixed cloud hosting fees in the current year which are not being fully recovered;
- units sold to a government department where cloud service revenue has been deferred until the units are
delivered in the next financial year.  Normally an element of this revenue would offset the hosting fees; and
- increased electronics material cost due to the worldwide semi-conductor shortage.
Non-financial: The Group’s reputation for project management and delivery of its product’s benefits on time
and within budget is key to its continuing business success. Management is always looking at improving the
quality of the Group’s performance and will continue to invest in products and solutions to enable it to maintain
and enhance its reputation.
5. Strategy and future developments
The Group intends to invest for growth in the following areas:
•
Completion of next generation M2G device integrating remote commercial boiler management within a 
single Cloud-enabled device;
•
Development of the key US market through Original Equipment Manufacturer (OEM) relationships;
•
Maintaining a network of overseas distribution partners to deliver material revenue for the Group;
•
Maintaining or exceeding an installation capacity in line with company forecasts and to continue 
providing our clients and partners with a world class project management service and experience;
•
Maintaining brand awareness and reputation of the Group;
•
Acquisitions of compatible businesses within ‘green energy’ environmental opportunities; and
•
Licensing of relevant green energy technologies.
This report was approved by the board on 13 October 2022 and signed on its behalf by:
Richard Parris
Director
Page 11

SABIEN TECHNOLOGY GROUP PLC
CORPORATE GOVERNANCE
FOR THE YEAR ENDED 30 JUNE 2022
The Company adopts the Quoted Companies Alliance Corporate Governance Code (QCA Code). The QCA
Code provides UK small and mid-sized companies with a corporate governance framework that is appropriate
for a Company of our size and nature. The Board considers the principles and recommendations contained in
the QCA Code to be appropriate for the Company. 
Statement of compliance with the QCA Code and applying the principles of good governance
The Company is committed to meeting these principles as far as it reasonably can, and the commentary below
reflects the extent to which the Company has complied with the QCA Code during the period under review.
The ten principles set out in the QCA Code are listed below together with a short explanation of how the
Company applies each of the principles.
Principle One
Business Model and Strategy
Subject to a near term review of the Company’s market and capabilities, the Company intends to invest for
growth in the following areas:
•
Completion of next generation Cloud M2G device integrating remote commercial boiler management 
within a single Cloud-enabled device, removing the need for the additional Cloud Connect device;
•
Development of the key US market through Original Equipment Manufacturer (OEM) relationships;
•
Maintaining a network of overseas distribution partners to deliver material revenue for the Group;
•
Maintaining or exceeding an installation capacity in line with company forecasts and to continue 
providing our clients and partners with a world class project management service and experience;
•
Maintaining brand awareness and reputation of the Group;
•
Acquisitions of compatible businesses within ‘green energy’ environmental opportunities; and
•
Licensing of relevant green energy technologies.
Principle Two
Understanding Shareholder Needs and Expectations
The Board is committed to maintaining good communication and having constructive dialogue with its
shareholders. The Company has close ongoing relationships with its private shareholders. Institutional
shareholders and analysts have the opportunity to discuss issues and provide feedback at meetings with the
Company. In addition, all shareholders are encouraged to attend the Company’s Annual General Meeting.
Investors also have access to current information on the Company though its website, www.sabien-tech.co.uk,
and via Richard Parris, Executive Chairman and Edward Sutcliffe, Company Secretary who are available to
answer investor relations enquiries.
Principle Three
Considering wider stakeholder and social responsibilities
The Board recognises that the long-term success of the Company is reliant upon the efforts of the employees
of the Company and its contractors, suppliers, regulators and other stakeholders. The Board has put in place a
range of processes and systems to ensure that there is close oversight and contact with its key resources and
relationships. For example, a companywide internal information system shares live information on key
suppliers, customers and projects, allowing the Company to efficiently fulfil customer requirements.
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SABIEN TECHNOLOGY GROUP PLC
CORPORATE GOVERNANCE (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2022
Furthermore, all employees of the Company participate in an annual assessment process which is designed to
ensure that there is an open and confidential dialogue with each person in the Company to promote successful
two-way communication with agreement on goals, targets and aspirations of the employee and the Company.
These feedback processes help to ensure that the Company can respond to new issues and opportunities that
arise to further the success of employees and the Company. The Company has close ongoing relationships
with a broad range of its stakeholders and provides them with the opportunity to raise issues and provide
feedback to the Company.
Principle Four
Risk Management
The Board, through its committees is responsible for ensuring that procedures are in place and are being
implemented effectively to identify, evaluate and manage significant risks faced by the Group. The table below
outlines the risks faced by the Group, identifies their impact and the controls that are in place to mitigate them.
Activity
Risk
Impact
Control(s)
Management 
Recruitment and
retention of key staff
Reduction in
operating capability
Stimulating and safe working
environment
Balancing salary with longer
term incentive plans
Regulatory adherence
Breach of rules
Censure or
withdrawal of
authorisations
Strong compliance regime
instilled at all levels of the
Company including regular
review of any changes to
current legislation
Strategic
Inadequate disaster
recovery procedures 
Loss of key
operational and
financial data
Robust compliance
Secure off site storage of
data
Lack of recurring
revenue
Over reliance on
capital sales which
can be unpredictable 
Development of cloud
enabled subscription model
and development of new
business lines
Financial 
Liquidity, market and
credit risk
Inability to continue
as a going concern
Robust capital management
policies and procedures
Inappropriate controls
and accounting
policies 
Reduction in asset
values
Appropriate authority and
investment levels as set out
by Treasury and Investment
Policies
Audit committee
The Board of Directors has overall responsibility for the Group’s system of internal control and for reviewing its
effectiveness. The purpose of the system of internal control is to manage rather than eliminate the risk of
failure to achieve business objectives and can only provide reasonable, but not absolute, assurance against
material misstatement or loss.
The Directors have established an organisational structure with clear operating procedures, and lines of
responsibility. In particular, any capital investment requires a business case to be presented to and approved
by the Board. Financial reporting is carried out within a comprehensive financial planning and accounting
framework with oversight by the Audit Committee. The Board has reviewed the need for an internal audit
function and concluded that such a function is not currently appropriate given the size of the Group.
Page 13

SABIEN TECHNOLOGY GROUP PLC
CORPORATE GOVERNANCE (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2022
Principle Five
A Well-Functioning Board of Directors
As at the date hereof the Board comprised the Executive Chairman, Richard Parris, Chief Financial Officer
and Executive Director Edward Sutcliffe, and the Non-Executive Directors, Charles Goodfellow, and Ranald
McGregor-Smith.
Biographical details of the current Directors are set out within Principle Six.
Executive and Non-Executive Directors retire by rotation in accordance with the Company’s Articles of
Association which prescribe that at every Annual General Meeting one third of the directors for the time being
or, if their number is not a multiple of three, then the number nearest to but not exceeding one third, shall retire
from office. Non-executive directors are initially appointed for a three year term but their appointment is
terminable by either party on three months’ written notice. The letters of appointment of all Directors are
available for inspection at the Company’s registered office during normal business hours.
The Board meets at least six times per annum. It has established an Audit Committee, a Remuneration
Committee, a Nominations Committee and a Risk Committee, the particulars of which appear hereafter. The
Executive and Non-Executive Directors are considered to be part time but are expected to provide as much
time to the Company as is required. The Board considers that this is appropriate given the Company’s current
stage of operations. It shall continue to monitor the need to match resources to its operational performance
and costs and the matter will be kept under review going forward. Charles Goodfellow and Ranald McGregor-
Smith are considered to be Independent Directors by the Board. The Board shall review further appointments
as scale and complexity grows.
Attendance at Board and Committee Meetings
The Company shall report annually on the number of Board and committee meetings held during the year and
the attendance record of individual Directors.  In order to be efficient, the Directors meet formally and
informally both in person and by telephone. The following table shows attendance of the directors at Board and
Audit Committee meetings.
Board 
Board 
Audit
Committee Audit Committee
Attended 
Eligible to
Attend
Attended 
Eligible to
Attend
Charles Goodfellow
17
17
2
2
Ranald McGregor-Smith
18
18
2
2
Richard Parris
17
17
-
-
Edward Sutcliffe
17
17
-
-
Risk
Committee
Risk
Committee
Remumeration
Committee
Remumeration
Committee
Attended 
Eligible to
Attend
Attended 
Eligible to
Attend
Charles Goodfellow
1
1
1
1
Ranald McGregor-Smith
1
1
1
1
Richard Parris
-
-
-
-
Edward Sutcliffe
-
-
-
-
The Nominations Committee did not meet in the year. 
Page 14

SABIEN TECHNOLOGY GROUP PLC
CORPORATE GOVERNANCE (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2022
Principle Six
Appropriate Skills and Experience of the Directors
The Board currently consists of four Directors. The Company believes that the current balance of skills in the
Board as a whole, reflects a very broad range of commercial and professional skills across geographies and
industries and each of the Directors has experience in public markets.
The Board recognises that it currently has a limited diversity, and this will form a part of any future recruitment
consideration if the Board concludes that replacement or additional directors are required.
The Board shall review annually the appropriateness and opportunity for continuing professional development
whether formal or informal.
Richard Parris
Executive Chairman and Chief Executive
Richard was until 2018 the Chairman and Chief Executive of Intercede, an AIM-traded technology company,
which he founded in 1992 and which was admitted to trading on AIM in 2001. Richard Parris is an engineer by
training and an entrepreneur by experience, he operationally led Intercede through all phases of its growth,
including building its UK technology team to invent, develop and commercialise new software products,
including the adoption of Cloud services and IoT delivery models as the core of future business
transformation, and securing contracts with major US OEMs to expand US sales.
Edward Sutcliffe
Chief Financial Officer and Executive Director
Edward is an experienced business advisor with a wide range of accounting, management, transactional,
turnaround, and board level skills. A Fellow of the Institute of Chartered Accountants in England and Wales,
Edward has worked internationally, providing consultancy and expertise in areas including private equity, due
diligence, debt raising, financial modelling and analysis, and management and board reporting.
Charles Goodfellow
Independent Non-executive Director
Charles is a corporate broker with over 25 years’ experience of fundraising for small and mid-caps and private
companies across a range of sectors and jurisdictions. In addition, he was previously a Director of Acorn
Growth plc (re-named Vodere plc).
Charles chairs the Audit and Remuneration Committees and is a member of the Risk and Nominations
Committees.
Ranald McGregor-Smith
Independent Non-Executive Director
Ranald has worked as a corporate adviser and broker for most of his career and has significant experience in
leadership roles at a number of advisory firms, where he worked with both listed and private companies.
He has worked with and advised a host of companies and their boards through a 33-year banking career which
has encompassed a period of significant change in the equity capital markets. In 2010, Ranald co-founded
Whitman Howard Ltd, an investment banking business, before its sale to a large competitor in 2020. Prior to
this Ranald spent 20 years at Hoare Govett, latterly as a Board Director.
Ranald chairs the Risk and Nominations Committees and is a member of the Audit and Remuneration
Committees.
Page 15

SABIEN TECHNOLOGY GROUP PLC
CORPORATE GOVERNANCE (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2022
Principle Seven
Evaluation of Board Performance
Internal evaluation of the Board, and individual Directors will be undertaken on an annual basis in the form of
peer appraisal and discussions to determine the effectiveness and performance as well as the Directors'
continued independence.
The results and recommendations that come out of the appraisals for the directors shall identify the key
corporate and financial targets that are relevant to each Director and their personal targets in terms of career
development and training. Progress against previous targets shall also be assessed where relevant.
Principle Eight
Corporate Culture
The Board recognises that their decisions regarding strategy and risk will impact the corporate culture of the
Company as a whole and that this will impact the performance of the Company. The Board is very aware that
the tone and culture set by the Board will greatly impact all aspects of the Company as a whole and the way
that employees behave. The corporate governance arrangements that the Board has adopted are designed to
ensure that the Company delivers long term value to its shareholders and that shareholders have the
opportunity to express their views and expectations for the Company in a manner that encourages open
dialogue with the Board.  A large part of the Company's activities is centred upon what needs to be an open
and respectful dialogue with employees, clients and other stakeholders. Therefore, the importance of sound
ethical values and behaviours is crucial to the ability of the Company to successfully achieve its corporate
objectives. The Board places great importance on this aspect of corporate life and seeks to ensure that this
flows through all that the Company does.  The directors consider that at present the Company has an open
culture facilitating comprehensive dialogue and feedback and enabling positive and constructive challenge.
The Company has adopted, with effect from the date on which its shares were admitted to AIM, a code for
Directors' and employees' dealings in securities which is appropriate for a company whose securities are
traded on AIM and is in accordance with the requirements of the Market Abuse Regulation.
Principle Nine
Maintenance of Governance Structures and Processes
Ultimate authority for all aspects of the Company’s activities rests with the Board, the respective
responsibilities of the Executive Chairman arising as a consequence of delegation by the Board. The Board
has adopted appropriate delegations of authority which set out matters which are reserved to the Board. The
Executive Chairman is responsible for the effectiveness of the Board, primary contact with shareholders, and
oversight of management of the Company’s business.
Audit Committee
Since January 2021, the Audit Committee has been chaired by Charles Goodfellow who is supported by
Ranald McGregor-Smith. This committee meets twice a year. It is responsible for making recommendations to
the Board on the appointment of auditors and the audit fee, for reviewing the conduct and control of the annual
audit and for reviewing the operation of the internal financial controls. It also has responsibility for the reporting
of the financial performance of the Group and for reviewing financial statements prior to publication.
Page 16

SABIEN TECHNOLOGY GROUP PLC
CORPORATE GOVERNANCE (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2022
Remuneration Committee
Since September 2019 the Remuneration Committee has been chaired by Charles Goodfellow and he has
been supported by Ranald McGregor-Smith since January 2021. The Remuneration Committee meets as
required during each financial year. It is responsible for reviewing the performance of the executive directors
and setting the scale and structure of their remuneration and the basis of their service agreements with due
regard to the interest of shareholders. The Remuneration Committee shall also determine the allocation of
share options to employees. It is a rule of the Remuneration Committee that a Director shall not participate in
discussions or decisions concerning his/her own remuneration.
Nominations Committee
Since January 2021, the Nominations Committee has been chaired by Ranald McGregor-Smith who is
supported by Charles Goodfellow. The Nominations Committee meets to review the size, structure and
composition of the Board ensuring that the Board and its Committees have appropriate balance of skills,
knowledge and experience. The Nominations Committee reviews all Board appointments.
Risk Committee
Since January 2021, the Risk Committee has been chared by Ranald McGregor-Smith who is supported by
Charles Goodfellow. The Risk Committee assists the Board in fulfilling its oversight responsibilities with regard
to Group risk management and compliance framework and governance structure that supports it.
Non-Executive Directors
The Board has adopted guidelines for the appointment of Non-Executive Directors which have been in place
and which have been observed throughout the year. Non-Executive Directors retire by rotation in accordance
with the Company’s Articles of Association which prescribe that at every Annual General Meeting one third of
the directors for the time being or, if their number is not a multiple of three, then the number nearest to but not
exceeding one third, shall retire from office. Non-executive directors are initially appointed for a three year
term but their appointment is terminable by either party on three months’ written notice.
In accordance with the Companies Act 2006, the Board complies with: a duty to act within their powers; a duty
to promote the success of the Company; a duty to exercise independent judgement; a duty to exercise
reasonable care, skill and diligence; a duty to avoid conflicts of interest; a duty not to accept benefits from third
parties and a duty to declare any interest in a proposed transaction or arrangement.
Principle Ten
Shareholder Communication
The Board is committed to maintaining good communication and having constructive dialogue with its
shareholders. The Company has close ongoing relationships with its private shareholders. Institutional
shareholders and analysts have the opportunity to discuss issues and provide feedback at meetings with the
Company. In addition, all shareholders are encouraged to attend the Company’s Annual General Meeting.
Investors also have access to current information on the Company through its website, www.sabien-tech.co.uk,
and via Richard Parris, Executive Chairman and Edward Sutcliffe, Company Secretary who are available to
answer investor relations enquiries.
The Company shall include, when relevant, in its annual report, any matters of note arising from the Audit or
Remuneration Committees. 
Page 17

SABIEN TECHNOLOGY GROUP PLC
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 JUNE 2022
The directors present their report and the consolidated financial statements for the year ended 30 June 2022.
The financial statements have been prepared in accordance with UK adopted International Accounting
Standards. In accordance with S414C(11) of the Companies Act 2006, the directors have chosen to include
information about future developments and principal risks and uncertainties in the Strategic Report.
Principal Activities
The principal activity of the Group during the year was building a portfolio of businesses which are involved
directly in the application of emerging and developed technology to the emerging Green Economy. The
Group's principal revenue generating actvity during the year was the design, manufacture and sale of M1G
and M2G, boiler energy efficiency technologies, which are proven to reduce energy consumption on
commercial boilers by up to 35%.
Review of Business
A review of the business, its development and performance for the year and its position at the year end,
together with the future prospects of the Group, is contained in the Chairman & Chief Executive Officer’s
Report and the Strategic Report.
Governance and the Board
The Board’s governance system provides balanced support for the executive management team in the
development of the Group’s strategy and with the need to ensure effective monitoring of its implementation.
The Board and its committees have considered the significant events of the year and their impact on the
Group’s business and reputation.
During the year the Audit and Remuneration Committees were chaired by Charles Goodfellow,  and the Risk
and Nomination Committees were chaired by Ranald McGregor-Smith. The Board remains confident in the
work of those committees and the overall system of governance.
Events after the reporting date
On 22 August 2022 the Company announced that it had raised £600k (gross) from a placing and
oversubscribted broker option.  In addition, it was announced that Parris Group Limited (see note 23) would
convert £97,500 of its loan into share capital.
Results and Dividends
The Group loss for the year, before taxation, amounted to £0.74m (2021: £0.51m loss). The Directors do not
recommend a final dividend this year (2021 – nil).
Directors
The Directors who served during the year and their beneficial interest in the Company’s issued share capital at
year end were:
Date of
Appointment
New
ordinary
shares of
3p each
New
ordinary
shares of
3p each
Nos.
%
Nos.
%
2022
2022
2021
2021
C Goodfellow
17 January 2019
-
-
-
-
R McGregor-Smith
1 February 2021
-
-
-
-
R Parris
2 September 2019
1,506,460
10.2
1,506,460
10.3
E Sutcliffe
1 March 2021
-
-
-
-
Page 18

SABIEN TECHNOLOGY GROUP PLC
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2022
Substantal shareholdings
At 30 June 2022, the Company had been notified that the following were interested in 3% or more of the
issued Ordinary shares of the Company:
Number of
new
ordinary
shares
% of issued
share
capital 
Diversity Network Investments Limited 
1,662,675
11.3
Richard Parris
1,506,460
10.2
Sanderson Capital Partners and Related Parties
633,333
4.3
Monecor (London) Limited
511,667
3.5
At 30 June 2022, there were 14,720,168 Ordinary shares in issue.
Auditors
Each of the persons who is a director at the date of approval of this annual report confirms that:
•
so far as the director is aware, there is no relevant audit information of which the company’s auditors are
unaware; and
•
the director has taken all the steps that he ought to have taken as a director in order to make himself 
aware of any relevant audit information and to establish that the company’s auditors are aware of that 
information.
This confirmation is given and should be interpreted in accordance with the provisions of section 418 of the
Companies Act 2006.
The auditors, Moore Kingston Smith LLP, will be proposed for reappointment in accordance with section 489 of
the Companies Act 2006.
This report was approved and authorised for issue by the Board on 13 October 2022 and signed on its behalf
by:
Richard Parris
Executive Chairman
Page 19

SABIEN TECHNOLOGY GROUP PLC
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 30 JUNE 2022
The directors are responsible for preparing the Annual Report and the consolidated financial statements, in
accordance with applicable law.
Company law requires the directors to prepare consolidated financial statements for each financial year. Under
that law they have elected to prepare the consolidated financial statements in accordance with UK adopted
International Accounting Standards. 
Under company law the directors must not approve the consolidated financial statements unless they are
satisfied that they give a true and fair view of the state of affairs of the Group and the Company and of the
profit or loss of the Group for that period. In preparing the consolidated financial statements, the directors are
required to:

select suitable accounting policies and then apply them consistently;

make judgments and estimates that are reasonable and prudent;

state whether they have been prepared in accordance with UK adopted International Accounting
Standards, subject to any material departures disclosed and explained in the financial statements;

assess the Group and Company's ability to continue as a going concern, disclosing, as applicable,
matters related to going concern; and

use the going concern basis of accounting unless they either intend to liquidate the Group or the
Company or to cease operations, or have no realistic alternative but to do so.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain
the parent Company's transactions and disclose with reasonable accuracy at any time the financial position of
the parent Company and enable them to ensure that the financial statements comply with the Companies Act
2006. They are responsible for such internal control as they determine is necessary to enable the preparation
of financial statements that are free from material misstatement, whether due to fraud or error, and have
general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the
Group and to prevent and detect fraud and other irregularities.
Page 20

SABIEN TECHNOLOGY GROUP PLC
SECTION 172(1) STATEMENT
FOR THE YEAR ENDED 30 JUNE 2022
Section 172(1) of the Companies Act 2006 requires the Directors of the Company to act in a way that they
consider, in good faith, would be most likely to promote the success of the company for the benefit of its
members as a whole, and in doing so have regard (amongst other matters) to:
a)
The likely consequences of any decision in the long-term;
b)
The interests of the Company’s employees;
c)
The need to foster the Company’s business relationships with suppliers, customers and others;
d)
The impact of the Company’s operations on the community and the environment;
e)
The desirability of the Company maintaining a reputation for high standards of business conduct; 
and
f)
The need to act fairly as between members of the Company.
The table below sets out the key stakeholder groups, their interest and how the Company has engaged with
over the reporting period. 
Stakeholder Group Their interests 
How management and / or Directors
engage
Investors
•Comprehensive review of financial
performance of the business
•Business sustainability
•High standard of governance
•Awareness of long-term strategy and direction 
•Annual and interim reports
•Company website
•Shareholder circulations
•Company announcements
•AGM
•Stock exchange announcements
Employees
•Job satisfaction and fulfilment
•Health and safety on site
•Training and development 
•Career progression
•Inclusion
•Performance reviews, objective setting
and formal policies and procedures
•Regular dialogue with key management 
•Company culture which promotes
inclusion and sharing of ideas
•Employee share option policy
•Additional health and safety support
from outsourced specialists
Customers
•Performance reviews, objective setting and
formal policies and procedures
•Regular dialogue with key management 
•Company culture which promotes inclusion
and sharing of ideas
•Employee share option policy
•Additional health and safety support from
outsourced specialists
•Customer survey
•Clear and consistent communication 
•Post installation support
•Analysis of savings
•Fully qualified installers
Suppliers
•Prompt payment
•Maintain dialogue and visibility on orders
•Long term relationship
•Growth of purchasing
•Deposit payments on large orders
•Advanced notice on orders
•Maintained relationship since inception
of the company
•Open dialogue to highlight any possible
supply chain issues 
Community and the
environment
•Sustainability
•Energy usage
•Recycling and waste management
•Products promote energy reduction
•Corporate and social responsibility
policy
•Environmental policy
•Comply with the Waste Electric and
Electronic Equipment (WEEE)
Regulation
Page 21

SABIEN TECHNOLOGY GROUP PLC
REMUNERATION REPORT
FOR THE YEAR ENDED 30 JUNE 2022
This report should be read in conjunction with note 28 to the accounts. The Remuneration Committee is
responsible for reviewing the level and make-up of the remuneration of executive directors. In doing so, the
Committee’s aims are:
•
To determine the policy for the remuneration of the executive directors;
•
To review the on-going appropriateness of the remuneration policy;
•
To approve the design of and review share incentive plans and bonus schemes and to determine the 
awards to be made under such plans or schemes; and
•
To ensure that the remuneration policies adopted by the Company give due regard to any legal 
requirements, the provisions and recommendations in the QCA Code and the AIM rules and associated 
guidance.
The components of remuneration are:
•
Basic salary and benefits determined by the Remuneration Committee which are included in 
employment agreements and reviewed annually;
•
Bonuses based upon performance of the Company and the individual concerned; and
•
Share options.
Service contracts
The employment contracts of the executive directors with the Company are terminable by either party with no
less than three months’ notice in writing to the other. The remuneration of the non-executive directors is
determined by the Board within the limits set out in the Articles of Association.
The service contracts of the directors, one third of whom who are eligible for re-election at the Annual General
Meeting, are as follows:
Notice period
C Goodfellow
1 month
R McGregor-Smith
3 months
R Parris
3 months
E Sutcliffe
3 months
Page 22

SABIEN TECHNOLOGY GROUP PLC
REMUNERATION REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2022
Director's remuneration during the
period (audited)
2022
Salaries
Taxable
Total
Total
Payee
and fees
benefits
2022
2021
£000
£000
£000
£000
Executive directors
R Parris
Parris LLP
75
-
75
75
E Sutcliffe (appointed 1 March 2021)
E Sutcliffe
42
1
43
13
Non-executive directors
C Goodfellow
Woodlands Lery Ltd
30
-
30
30
R McGregor-Smith
(appointed 1 February 2021)
Bridgend Finance
Limited
57
-
57
29
C. de Boucaud Truell (resigned 22
January 2021)
C. de Boucaud Truell 
-
-
-
26
M. Nijhof (resigned 22 January 2021)
Unfold EU B.V.
-
-
-
26
Total
204
1
205
199
Sabien Technology Group Share Option Plan (audited)
Under the Plan, the Group can make awards of share options to selected directors and eligible employees.
No Directors who served during the year held any share options.
The mid-market price of the Company’s shares at the end of the financial year was 18.85p.
Richard Parris
Executive Chairman
13 October 2022
Page 23

SABIEN TECHNOLOGY GROUP PLC
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SABIEN TECHNOLOGY GROUP PLC
FOR THE YEAR ENDED 30 JUNE 2022
Opinion
We have audited the financial statements of Sabien Technology Group Plc (the ‘parent company’) and its
subsidiaries (the ‘group’) for the year ended 30 June 2022 which comprise the Consolidated Statement of
Comprehensive Income, the Consolidated and Company Statements 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 UK adopted International
Accounting Standards and, as regards the parent company financial statements, as applied in accordance with
the provisions of the Companies Act 2006.
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 June 2022 and of the group’s loss for the year then ended;
•
the group financial statements have been properly prepared in accordance with UK adopted 
International Accounting Standards.
•
the parent company financial statements have been properly prepared in accordance with UK adopted 
International Accounting Standards. and as applied in accordance with the provisions of the Companies 
Act 2006; and
•
the financial statements 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 auditors' responsibilities
for the audit of the financial statements section of our report. We are independent of the Group and the parent
Company in accordance with the ethical requirements that are relevant to our audit of the financial statements
in the United Kingdom, including the Financial Reporting Council'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 approach was a risk-based approach founded on a thorough understanding of the group’s business,
its environment and risk profile. We conducted substantive audit procedures and evaluated the group’s internal
control environment. The components of the group were evaluated by the group audit team based on a
measure of materiality, considering each component as a percentage of the group’s total assets, current
assets, revenue and gross profit, which allowed the group audit team to assess the significance of each
component and determine the planned audit response.
For those components that were evaluated as significant components, either a full scope audit or specified
audit approach was determined based on their relative materiality to the group and our assessment of the level
of audit risk. For significant components requiring a full scope approach, we evaluated the controls in place at
those components by performing walkthroughs over the financial reporting systems identified as part of our
risk assessment. We also reviewed the accounts production process and addressed critical accounting
matters. We then undertook substantive testing on significant classes of transactions and material account
balances.
In order to address the audit risks identified during our planning procedures, we performed a full scope audit of
the financial statements of the parent company and of the financial information of Sabien Technology Limited
We performed specified audit procedures over Sabien Inc.
Page 24

SABIEN TECHNOLOGY GROUP PLC
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SABIEN TECHNOLOGY GROUP PLC
(CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2022
Key audit matters
Key audit matters are those matters that, in our professional judgement, 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, including 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. 
Audit Area and Description
Audit Approach
Carrying value of intangibles
The intangible assets in the Consolidated Statement
of FInancial Position represent intellectual property
being the rights to the M2G product acquired from
the inventors and licences.  The overall decline in
revenue over the past five years, and the pre
taxation losses are potential indicators of an
impairment of the carrying value of the intangible
assets.
In order to satisfy ourselves that the carrying
value of the intangible asset was appropriate:
•We critically assessed the assumptions
underpinning the Directors’ IAS 36 valuation of
the intellectual property.
•We critically assessed the Directors’ assertion
that no impairment was required by reference to
trading performance and forecasts.
•We performed sensitivity analysis of the
Directors’ IAS 36 valuation.
•We considered the appropriateness of the
amortisation policy for intellectual property.
Carrying value of investments and investment in
subsidiaries
The cost of investment in Aeristech Limited, Proton
Technologies Canada Inc. and Sabien Technology
Limited in the Company and Consolidated
Statements of Financial Position are £100,000,
£100,000 and £6,457,000 respectively at the year
end with the latter having been fully impaired in a
prior year.
In order to satisfy ourselves that the carrying
value of the investments in Aeristech Limited,
Proton Technologies Canada Inc. and Sabien
Technology Limited were appropriate:
•We critically assessed the assumptions
underpinning the Directors’ IAS 36 valuation of
the investment in Aeristech Limited, Proton
Technologies Canada Inc. and Sabien
Technology Limited.
•We critically assessed the Directors’ assertion
that the cost of investment in Sabien Technology
Limited remains fully impaired by reference to
trading performance and forecasts and that no
impairment in Aeristech Limited and Proton
Technologies Canada Inc. is required.
Page 25

SABIEN TECHNOLOGY GROUP PLC
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SABIEN TECHNOLOGY GROUP PLC
(CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2022
Audit Area and Description
Audit Approach
Going concern
The pre taxation losses and the limited visibility on
future cash flow receipts indicate that the Company
and Group may have a going concern issue.
In order to satisfy ourselves that the going
concern basis is appropriate:
•We critically assessed the client’s cashflow
forecast to 30 June 2024 and assessed the
underlying assumptions.
•We critically assessed the Directors’ assertion
that the Company and Group is a going concern
by reference to post year end trading and
cashflows and ability to raise further funds if
required.
Our application of materiality
The scope and focus of our audit was influenced by our assessment and application of materiality. We define
materiality as the magnitude of misstatement that could reasonably be expected to influence the readers and
the economic decisions of the users of the financial statements. We use materiality to determine the scope of
our audit and the nature, timing and extent of our audit procedures and to evaluate the effect of
misstatements, both individually and on the financial statements as a whole.
Due to the nature of the Group we considered revenue to be the main focus for the readers of the financial
statements, accordingly this consideration influenced our judgement of materiality. Based on our professional
judgement, we determined materiality for the Group and parent to be £23,000 based on a percentage of gross
assets (1.7%). Based on our professional judgement, we determined materiality for the Parent Company to be
£16,500 based on a percentage of gross assets (2%). 
On the basis of our risk assessment, together with our assessment of the overall control environment, our
judgement was that performance materiality (i.e. our tolerance for misstatement in an individual account or
balance) for the Group and Parent was 50% of materiality, namely £11,500 and £8,250 respectively.
We agreed to report to the Audit Committee all audit differences in respect of the Group and Parent in excess
of £1,150 and £825 respectively and, as well as differences below that threshold that, in our view, warranted
reporting on qualitative grounds. We also reported to the Audit Committee on disclosure matters that we
identified when assessing the overall presentation of the financial statements.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of
accounting in the preparation of the financial statements is appropriate.
Our evaluation of the directors' assessment of the entity's ability to continue to adopt the going concern basis
of accounting included a critical assessment of the detailed cash flow projections prepared by the directors,
which are based on their current expectations of trading prospects, and obtaining an understanding of all
relevant uncertainties, including those arising as a result of the ongoing COVID-19 pandemic and the
measures taken to contain it.  We have factored the ongoing impact of COVID-19 into our analysis of the risks
affecting the ability of the group to continue to trade and meet its liabilities as they fall due for at least twelve
months from the date of approval of these 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 Group's or the parent 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.
Page 26

SABIEN TECHNOLOGY GROUP PLC
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SABIEN TECHNOLOGY GROUP PLC
(CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2022
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the
relevant sections of this report.
Other information
The other information comprises the information included in the Annual Report, other than the financial
statements and our auditors' report thereon.  The directors are responsible for the other information contained
within the Annual Report. 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 course of 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 this gives rise to a material misstatement in the financial statements
themselves. 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.
Opinion 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 where 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 20, 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.
Page 27

SABIEN TECHNOLOGY GROUP PLC
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SABIEN TECHNOLOGY GROUP PLC
(CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2022
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 aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the basis of these financial statements.
A 
further 
description 
of 
our 
responsibilities 
is 
available 
on 
the 
FRC’s 
website 
at
https://wwww.frc.org.uk/auditors/auditor-assurance/auditor-s-responsibilities-for-the-audit-of-the-fi/description-
of-the-auditor's-responsibilities-for
This description forms part of our auditor’s report.
Explanation as to what extent the audit was considered capable of detecting irregularities, including
fraud
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.
The objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of
the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed
risks of material misstatement due to fraud, through designing and implementing appropriate responses to
those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during
the audit. However, the primary responsibility for the prevention and detection of fraud rests with both
management and those charged with governance of the group and parent company.
Our approach was as follows:
•
We obtained an understanding of the legal and regulatory requirements applicable to the company 
and considered that the most significant are the Companies Act 2006, UK adopted International 
Accounting Standards, the rules of the Alternative Investment Market and UK taxation legislation.
•
We obtained an understanding of how the company complies with these requirements by 
discussions with management and those charged with governance.
•
We assessed the risk of material misstatement of the financial statements, including the risk of 
material misstatement due to fraud and how it might occur, by holding discussions with 
management and those charged with governance.
•
We inquired of management and those charged with governance as to any known instances of 
non-compliance or suspected non-compliance with laws and regulations.
•
Based on this understanding, we designed specific appropriate audit procedures to identify 
instances of non-compliance with laws and regulations. This included making enquiries of 
management and those charged with governance and obtaining additional corroborative evidence 
as required.
There are inherent limitations in the audit procedures described above. We are less likely to become aware of
instances of non-compliance with laws and regulations that are not closely related to events and transactions
reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is
higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by,
for example, forgery or intentional misrepresentations, or through collusion.
Page 28

SABIEN TECHNOLOGY GROUP PLC
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SABIEN TECHNOLOGY GROUP PLC
(CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2022
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 for no purpose other than to draw to the
attention of the company’s members those matters which we are required to include in an auditor’s report
addressed to them. To the fullest extent permitted by law, we do not accept or assume responsibility to any
party other than the company and company’s members as a body, for our work, for this report, or for the
opinions we have formed.
Matthew Banton (Senior Statutory Auditor) 
for and on behalf of Moore Kingston Smith LLP, Statutory Auditor
6th Floor
9 Appold Street
London
EC2A 2AP
13 October 2022
Page 29

SABIEN TECHNOLOGY GROUP PLC
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2022
2022
2021
Notes
£000
£000
Revenue
679
971
Cost of sales
(231)
(153)
Gross profit
448
818
Administrative expenses
(1,327)
(1,182)
Exceptional item
8
(9)
(180)
Operating loss
7
(888)
(544)
Other income
10
158
35
Finance cost
12
(13)
-
Loss before tax
(743)
(509)
Tax credit
13
-
-
Loss for the year attributable to equity holders of the parent
company
(743)
(509)
Other comprehensive income
-
-
Total comprehensive income for the year
(743)
(509)
Loss per share in pence - basic
14
(5.06)
(6.22)
Loss per share in pence - diluted
14
(5.06)
(6.22)
The earnings per share calculation relates to both continuing and total operations.
The notes on pages 35 to 62 form part of these financial statements.
Page 30

SABIEN TECHNOLOGY GROUP PLC
CONSOLIDATED AND COMPANY STATEMENTS OF FINANCIAL POSITION
AS AT 30 JUNE 2022
Company Reg No: 05568060
Group
Group
Company
Company
2022
2021
2022
2021
Notes
£000
£000
£000
£000
ASSETS
Non-current assets
Property, plant and equipment
15
2
35
-
-
Intangible assets
16
152
57
97
-
Investments
18
200
100
200
100
Total non-current assets
354
192
297
100
Current assets
Inventories
17
40
24
-
-
Trade and other receivables
20
387
51
231
180
Cash and bank balances
21
573
1,399
306
977
Total current assets
1,000
1,474
537
1,157
TOTAL ASSETS
1,354
1,666
834
1,257
EQUITY AND LIABILITIES
Current liabilities
Trade and other payables
22
487
161
98
99
Borrowings
23
138
36
102
-
Total current liabilities
625
197
200
99
Non-current liabilities
Borrowings
23
109
145
-
-
Total non-current liabilities
109
145
-
-
Equity
Equity attributable to equity holders of the
parent
Share capital
24
3,354
3,350
3,354
3,350
Share premium
3,543
3,508
3,543
3,508
Other reserves
1
1
10
1
Retained earnings
(6,278)
(5,535)
(6,273)
(5,701)
Total equity
620
1,324
634
1,158
TOTAL EQUITY AND LIABILITIES
1,354
1,666
834
1,257
Page 31

SABIEN TECHNOLOGY GROUP PLC
CONSOLIDATED AND COMPANY STATEMENTS OF FINANCIAL POSITION (CONTINUED)
AS AT 30 JUNE 2022
As permitted by section 408 of the Companies Act 2006, the Income Statement of the Parent Company is not
presented as part of these financial statements. The loss dealt with in the accounts of the Parent Company is
£572k (2021: £993k loss). There is no other comprehensive income in the Parent Company.
The financial statements were approved and authorised for issue by the Board on 13 October 2022 and were
signed on its behalf by:
Richard Parris
Executive Chairman
The notes on pages 35 to 62 form part of these financial statements.
Page 32

SABIEN TECHNOLOGY GROUP PLC
CONSOLIDATED AND COMPANY CASH FLOW STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
Group
Group
Company
Company
2022
2021
2022
2021
£000
£000
£000
£000
Cash flows from operating activities
Loss before taxation
(743)
(509)
(572)
(993)
Adjustments for:
Depreciation and amortisation
63
51
3
-
Loss on disposal of fixed assets
-
11
-
-
Gain on foreign currency reserve
(9)
-
-
-
Finance cost
13
-
3
-
Less movement in interest accrual
(2)
-
(2)
-
Fixed assets transferred to inventory
6
-
-
-
Equity settled current liability
33
-
33
-
(Decrease) / increase in trade and other receivables
(334)
32
(65)
284
(Increase) / decrease in inventories
(16)
15
-
-
Increase / (decrease) in trade and other payables
326
(466)
14
(430)
Net cash outflow from operating activities
(663)
(866)
(586)
(1,139)
Cash flows from investing activities
Investments acquired
(100)
(100)
(100)
(100)
Purchase of property, plant and equipment
-
(33)
-
-
Purchase of intangible assets
(131)
-
(100)
-
Net cash used in investing activities
(231)
(133)
(200)
(100)
Cash flows from financing activities
Proceeds from borrowings
100
-
100
-
Repayment of borrowings
(36)
-
-
-
Interest paid
(11)
-
-
-
Proceeds from share issues
15
1,700
15
1,700
Share issue costs
-
(80)
-
(80)
Net cash generated by financing activities
68
1,620
115
1,620
Net (decrease) / increase in cash and cash equivalents
(826)
621
(671)
381
Cash and cash equivalents at the beginning of the year
1,399
778
977
596
Cash and cash equivalents at the end of the year
573
1,399
306
977
Cash and cash equivalents comprise
Cash and cash equivalents
573
1,399
306
977
Invoice financing (included in other payables)
-
-
-
-
573
1,399
306
977
The notes on pages 35 to 62 form part of these financial statements.
Page 33

SABIEN TECHNOLOGY GROUP PLC
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2022
Share
capital
Share
premium
Other
reserves
Retained
earnings
Total
equity
£000
£000
£000
£000
£000
Balance at 1 July 2020
3,058
2,180
1
(5,026)
213
Changes in equity for year
Loss for the year
-
-
-
(509)
(509)
Share issues
292
1,408
-
-
1,700
Share issue costs
-
(80)
-
-
(80)
Balance at 1 July 2021
3,350
3,508
1
(5,535)
1,324
Changes in equity for year
Loss for the year
-
-
-
(743)
(743)
Share issues
4
44
-
-
48
Foreign exchange variance
-
-
(9)
-
(9)
Warrant issue
-
(9)
9
-
-
At 30 June 2022
3,354
3,543
1
(6,278)
620
The notes on pages 35 to 62 form part of these financial statements.
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2022
Share
capital
Share
premium
Other
reserves
Retained
earnings
Total
equity
£000
£000
£000
£000
£000
Balance at 1 July 2020
3,058
2,180
1
(4,708)
531
Changes in equity for year
Loss for the year
-
-
-
(993)
(993)
Share issues
292
1,408
-
-
1,700
Share issue costs
-
(80)
-
-
(80)
Balance at 1 July 2021
3,350
3,508
1
(5,701)
1,158
Changes in equity for year
Loss for the year
-
-
-
(572)
(572)
Share issues
4
44
-
-
48
Warrant issue
-
(9)
9
-
-
At 30 June 2022
3,354
3,543
10
(6,273)
634
The notes on pages 35 to 62 form part of these financial statements.
Page 34

SABIEN TECHNOLOGY GROUP PLC
   
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
1.
Reporting entity
The Company is incorporated in England and Wales under the Companies Act 2006.  The address of
the registered office is given on page 1.
The nature of the Group's operations and principal activities are set out in the Directors' Report.
2.
Accounting policies
2.1
Introduction
The following significant principal accounting policies have been used consistently in the preparation of
the consolidated financial information. The consolidated information comprises the Company and its
subsidiaries (together referred to as “the Group”).
2.2
Basis of preparation
The financial statements have been prepared in accordance with UK adopted International Accounting
Standards.  They were approved for issue by the Company's board of directors on 13 October 2022.
The Directors expect to apply these accounting policies, which are consistent with UK adopted
International Accounting Standards, in the Group’s Annual Report and Financial Statements for all
future reporting periods.
The consolidated financial statements have been prepared on the historical cost basis and are
presented in £’000 unless otherwise stated.
2.3
Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company and entities
controlled by the Company (its subsidiaries) made up to 30 June each year. Control is achieved where
the Company has the power to govern the financial and operating policies of an investee entity so as to
obtain benefit from its activities.
Except as noted below, the financial information of subsidiaries is included in the consolidated financial
statements using the acquisition method of accounting. On the date of acquisition, the assets and
liabilities of the relevant subsidiaries are measured at their fair values.
All intra-Group transactions, balances, income and expenses are eliminated on consolidation.
Accounting for the Company’s acquisition of the controlling interest in Sabien Technology
Limited: The Company’s controlling interest in its directly held subsidiary, Sabien Technology Limited,
was acquired through a transaction under common control, as defined in IFRS 3 Business
Combinations. The directors note that transactions under common control are outside the scope of IFRS
3 and that there is no guidance elsewhere in IFRS covering such transactions.
IFRS contain specific guidance to be followed where a transaction falls outside the scope of IFRS. This
guidance is included at paragraphs 10 to 12 of IAS 8 Accounting Policies, Changes in Accounting
Estimates and Errors. This requires, inter alia, that where IFRS does not include guidance for a
particular issue, the directors may also consider the most recent pronouncements of other standard
setting bodies that use a similar conceptual framework to develop accounting standards. In this regard,
it is noted that the UK standard FRS 6 Acquisitions and Mergers which was in place at the time of the
transaction addresses the question of business combinations under common control.
Page 35

SABIEN TECHNOLOGY GROUP PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
2.
Accounting policies (continued)
In contrast to IFRS 3, FRS 6 sets out accounting guidance for transactions under common control
which, as with IFRS 3, are outside the scope of that accounting standard. The guidance contained in
FRS 6 indicates that merger accounting may be used when accounting for transactions under common
control.
Having considered the requirements of IAS 8, and the guidance included in FRS 6, it is considered
appropriate to use a form of accounting which is similar to pooling of interest when dealing with the
transaction in which the Company acquired its controlling interest in Sabien Technology Limited.
In consequence, the consolidated financial statements for Sabien Technology Group Plc report the
result of operations for the year as though the acquisition of its controlling interest through a transaction
under common control had occurred at 1 October 2005. The effect of intercompany transactions has
been eliminated in determining the results of operations for the year prior to acquisition of the controlling
interest, meaning that those results are on substantially the same basis as the results of operations for
the year after the acquisition of the controlling interest.
Similarly, the Consolidated Statement of Financial Position and other financial information have been
presented as though the assets and liabilities of the combining entities had been transferred at 1
October 2005.
Whilst FRS 6 is no longer effective similar requirements are set out in the current UK Financial
Reporting Standard, FRS 102, in respect of such transactions.
The Group did take advantage of section 131 of the Companies Act 1985 and debited the difference
arising on the merger with Sabien Technology Limited to a merger reserve. When consolidated retained
earnings are available, any debit reserves are offset against these retained earnings. As there were
consolidated retained earnings available in the year ended 30 June 2012, the merger reserve was offset
against those retained earnings.
2.4
Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation. Assets are written off
on a straight-line basis over their estimated useful life commencing when the asset is brought into use.
The useful lives of the assets held by the Group are considered to be as  follows:
Office equipment, fixtures and fittings 3-4 years
2.5
Intangible assets
Intellectual property, which is controlled through custody of legal rights and could be sold separately
from the rest of the business, is capitalised where fair values can be reliably measured.
Intellectual property is amortised on a straight line basis evenly over its expected useful life of 20 years.
Impairment tests on the carrying value of intangible assets are undertaken:
•
At the end of the first full financial year following acquisition; and
•
In other periods if events or changes in circumstances indicate that the carrying value may not be
fully recoverable.
If any such indication exists, the recoverable amount of the asset is estimated in order to determine the
Page 36

SABIEN TECHNOLOGY GROUP PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
2.
Accounting policies (continued)
extent of the impairment loss (if any). Recoverable amount is the higher of the fair value, less costs to
sell, and value in use. In assessing the value in use, the estimated future cash flows are discounted to
their present value using a pre-tax discount rate that reflects current market assessments of the time
value of money and the risks specific to the asset for which the estimates of future cash flows have not
been adjusted.
If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying
amount of the asset is reduced to its recoverable amount. An impairment loss is recognised as an
expense immediately.
Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the
revised estimate of its recoverable amount, but only in so far that the increased carrying amount does
not exceed the carrying amount that would have been determined had no impairment loss been
recognised for the asset in prior years. A reversal of an impairment loss is recognised in income
immediately.
2.6
Fixed asset investments
Fixed asset investments are stated at cost less any provision for impairment in value.
2.7
Investments in associates
Associates are entities over which the group has significant influence but not control or joint control.
This is generally the case where the Group holds between 20% and 50% of the voting rights.  
Investments in associates are accounted for using the equity method of accounting after initially being
recognised at cost.
Under the equity method of accounting, associates are initially recognised at cost and adjusted
thereafter to recognise the Group's share of the post-acquisition profits or losses of the investee in profit
or loss, and the Group's share of movements in other comprehensive income of the investee in other
compreshensive income.  Dividends received or receivable from associates are recognised as a
reduction in the carrying amount of the investment.
When the Group's share of losses in an equity-accounted associate equals or exceeds its interest in the
entity, including any other unsecured long-term receivables, the Group does not recognise further
losses, unless it has incurred obligations or made payments on behalf of the other entity.
Unrealised gains on transactions between the group and its associates and joint ventures are eliminated
to the extent of the group’s interest in these entities. Unrealised losses are also eliminated unless the
transaction provides evidence of an impairment of the asset transferred. Accounting policies of equity
accounted investees have been changed where necessary to ensure consistency with the policies
adopted by the group.
The carrying amount of equity-accounted associates is tested for impairment in accordance with the
policy described in note 19.
2.8
Government grants
Grants from the government are recognised at their fair value where there is a reasonable assurance
that the grant will be received and the group will comply with all attached conditions. 
Page 37

SABIEN TECHNOLOGY GROUP PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
2.
Accounting policies (continued)
2.9
Deferred consideration
Deferred consideration is discounted from the anticipated settlement date at the Group’s weighted
average cost of capital.
2.10
Revenue recognition
Revenue is measured based on the consideration to which the Group expects to be entitled in a contract
with a customer and excludes amounts collected on behalf of third parties. The Group recognises
revenue when it transfers control of a product or service to a customer. 
Revenue from sale of goods is recognised when signed agreements are exchanged between the two
parties for the manufacture and/or delivery of goods. Where the Group is responsible for the project
management of the installations, revenue is normally recognised upon installation at the customer site,
however there are occasions when the sale of the product and the installation are invoiced and
recognised separately when each element is complete. Where goods are delivered to overseas
distributors, revenue is recognised at the time of shipment from the company’s warehouse. 
Revenue from services generally arises from (1) pilot projects for customers and is recognised once the
pilot has been completed and the results notified to the customer. Pilot projects generally have a
duration of between 1 and 3 months; and (2) Cloud Service revenue which is recognised evenly over
the period of the contract. 
Revenue from operating lease services rendered to customers is recognised on a straight-line basis. 
Revenue is shown net of value-added tax, returns, rebates and discounts and after eliminating sales
within the Group.
Interest income is accrued on a time basis by reference to the principal outstanding and at the effective
interest rate applicable.
  
2.11
Leases (Group as lessee)
At inception of a contract, the Group assesses whether a contract is, or contains a lease. A lease is
defined as ‘a contract, or part of a contract, that conveys the right to use an asset (the underlying asset)
for a period of time in exchange for consideration’.
At lease commencement date, the Group recognised a right of use asset and a lease liability on the
balance sheet. The right of use asset is measured at cost, which is made up of the initial measurement
of the lease liability, any initial direct costs incurred by the Group, an estimate of any costs to dismantle
and remove the asset at the end of the lease and any lease made in advance of the lease
commencement date (net of any incentives received).
The Group depreciates the right of use asset on a straight-line basis from the lease commencement
date to the earlier of the end of the useful like of the right of use asset or the end of the lease term. The
Group also assesses the right of use asset for impairment when such indicators exist. At the
commencement date, the Group measures the lease liability at the present value of the lease payments
unpaid at the date, discounted using the interest rate implicit in the lease if that rate is readily available
or the Group’s incremental borrowing rate. Lease payments included in the measurement of the lease
liability are made up of fixed payments, variable payments based on an index or rate, amounts
expected to be payable under a residual value guarantee, and payments arising from purchase and
extension options reasonably certain to be exercised.
Page 38

SABIEN TECHNOLOGY GROUP PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
2.
Accounting policies (continued)
2.11
Leases (Group as lessee) (continued)
Subsequent to initial measurement, the liability will be reduced for payments made and increased for
interest. It is remeasured to reflect any reassessment or modification, or if there are changes to fixed
payments. When the lease liability is remeasured, the corresponding adjustment is reflected in the right
of use asset, or profit and loss if the right of use asset is already reduced to zero.
The Group has elected to account for short-term leases and leases of low value assets using the
practical expedients. Instead of recognising a right of use assert and lease liability, the payment in
relation these are recognised as an expense in profit or loss on a straight-line basis over the lease term.
applicable to operating leases where substantially all of the benefits and risks of ownership remain with
the lessor are charged to profit and loss on the straight-line basis over the lease term.
2.12
Operating leases (Group as lessor)
Assets leased to customers under are included in property, plant and equipment and are depreciated
over their lease term down to their anticipated realisable value on a straight-line basis. Anticipated
realisable values are regularly reassessed and the impact upon the depreciation charge is adjusted
prospectively. 
2.13
Foreign currency
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at
the statement of financial position date. Transactions in foreign currencies are translated into sterling at
the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in
arriving at the operating result.
Profit and losses of overseas subsidiary undertakings are translated into sterling at average rates for the
year. The statements of financial position of overseas subsidiary undertakings are translated at the rate
ruling at the statement of financial position date. Differences arising from the translation of Group
investments in overseas subsidiary undertakings are recognised as a separate component of equity.
Net exchange differences classified as equity are separately tracked and the cumulative amount
disclosed as a translation reserve.
The principal place of business of the Group is the United Kingdom with sterling being the functional
currency. 
2.14
Borrowing costs
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets,
which are assets that necessarily take a substantial period of time to get ready for their intended use or
sale, are added to the cost of those assets, until such time as the assets are substantially ready for their
intended use or sale.
Investment income earned on the temporary investment of specific borrowings pending their
expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation.
All other borrowing costs are recognised in profit or loss in the period in which they are incurred.
Page 39

SABIEN TECHNOLOGY GROUP PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
2.
Accounting policies (continued)
2.15
Adoption of new and revised standards
There are no IFRSs or IFRIC interpretations that are effective for the first time for the financial year
beginning 1 July 2021 that would be expected to have a material impact on the Group.
2.16
New and revised standards not yet effective
Certain new accounting standards and interpretations have been issued but have not been applied by
the Group in preparing these financial statements as they are not as yet effective. These standards are
not expected to have a material impact on the Group in the current or future periods and on foreseeable
future transactions.
2.17
Taxation
The charge for current tax is based on the results for the year as adjusted for items that are non-
assessable or disallowed. It is calculated using rates that have been enacted or substantively enacted
by the year end date.
Deferred tax is accounted for using the balance sheet liability method in respect of temporary
differences arising from differences between the carrying amount of assets and liabilities in the financial
statements and the corresponding tax basis used in the computation of taxable profit. In principle,
deferred tax liabilities are recognised for all taxable temporary differences and deferred tax assets are
recognised to the extent that it is probable that taxable profits will be available against which deductible
temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary
difference arises from goodwill or from the initial recognition (other than in a business combination) of
other assets and liabilities in a transaction which affects neither the tax profit nor the accounting profit.
Deferred tax liabilities are recognised for taxable temporary differences arising on investments in
subsidiaries and associates, and interest in joint ventures, except where the Group is able to control the
reversal of the temporary difference and it is probable that the temporary difference will not reverse in
the foreseeable future.
Deferred tax is calculated at the rates that are expected to apply when the asset or liability is settled.
Deferred tax is charged or credited in the statement of comprehensive income, except when it relates to
items credited or charged directly to equity, in which case the deferred tax is also dealt with in equity.
Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same
taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis.
2.18
Share based payments
The Group has applied the requirements of IFRS2 Share-based Payments. The Group issues options to
certain employees. These options are measured at fair value (excluding the effect of non-market based
vesting conditions) at the date of grant. The fair value determined at the grant date is expensed on a
straight-line basis over the vesting period based on the Group’s estimate of the shares that will
eventually vest and adjusted for the effect of non-market based vesting conditions.
Fair value is measured by use of the Black-Scholes model. The expected life used in the model has
been adjusted, based on management’s best estimate for the effects of non-transferability, exercise
restrictions and behavioural conditions.
Page 40

SABIEN TECHNOLOGY GROUP PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
2.
Accounting policies (continued)
2.19
Inventories
Inventories are valued at the lower of average cost and net realisable value.
2.20
Financial instruments
Financial Assets:
The Group classifies its financial assets as financial assets at amortised cost and cash. The
classification depends on the purpose for which the financial assets were acquired. Management
determines the classification of its financial assets at initial recognition.
Financial assets at amortised cost are non-derivative financial assets with fixed or determinable
payments that are not quoted in an active market. They are included in current assets, except for
maturities greater than 12 months after the balance sheet date. These are classified as non-current
assets.
Trade receivables are classified as financial assets at amortised cost and are recognised at fair value
less provision for impairment. Trade receivables, with standard payment terms of between 30 to 65
days, are recognised and carried at the lower of their original invoiced and recoverable amount. Where
the time value of money is material, receivables are carried at amortised cost.  
A loss allowance is recognised on initial recognition of financial assets held at amortised cost, based on
expected credit losses, and is re-measured annually with changes appearing in profit or loss. Where
there has been a significant increase in credit risk of the financial instrument since initial recognition, the
loss allowance is measured based on lifetime expected losses. In all other cases, the loss allowance is
measured based on 12-month expected losses. For assets with a maturity of 12 months or less,
including trade receivables, the 12-month expected loss allowance is equal to the lifetime expected loss
allowance.
Short term financial assets are measured at transaction price, less any impairment. Loans receivable
are measured at transaction price net of transaction costs and measured subsequently at amortised cost
using the effective interest method, less any impairment.
The Group’s financial assets are disclosed in notes 20 and 21. Impairment testing of trade receivables is
described in note 20.
Financial Liabilities:
The Group classifies its financial liabilities as trade payables and other short term monetary liabilities.
Trade payables and other short term monetary liabilities are recorded initially at their fair value and
subsequently at amortised cost. They are classified as non-current when the payment falls due greater
than 12 months after the year end date and are described in note 22.
2.21
Cash and cash equivalents
Cash and cash equivalents includes cash in hand, deposits held at call with banks, other short term
highly liquid investments with original maturities of three months or less, and bank overdrafts.
2.22
Share premium reserve
The share premium reserve comprises the value received from equity fund raising in excess of share
nominal value.  At year end the share premium reserve balance was £3.54m (2021: £3.51m).
Page 41

SABIEN TECHNOLOGY GROUP PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
2.
Accounting policies (continued)
2.23
Share based payment reserve
The share based payment reserve comprises the fair value of outstanding fair value of share based
payments calculated as described in note 27.  At year end the share based payment reserve balance
was £10k (2021: £1k).  
2.24
Foreign exchange reserve
The foreign exchange reserve comprises the net accumulated variance on the translation of foreign
currency subsidiaries upon consolidation.  At year end the foreign exchange reserve balance was £(9k)
(2021: £nil).
3.
Functional and presentation currency
These consolidated financial statements are presented in pound sterling, which is the Company's
functional currency. All amounts have been rounded to the nearest thousand, unless otherwise
indicated.
4.
Financial risk management
Financial Risk Factors
The Group’s activities expose it to a variety of financial risks arising from its use of financial
instruments: credit risk, liquidity risk and market risk. This note describes the Group’s objectives,
policies and processes for managing those risks and the methods used to measure them.
Further quantitative information in respect of these risks is presented throughout these financial
statements. So far, there have been no substantive changes in the Group’s exposure to financial
instrument risks, its objectives, policies and processes for managing those risks or the methods used to
measure them from previous periods unless otherwise stated in this note.
The principal financial instruments used by the Group, from which the financial instrument risk arises,
are as follows:
•
trade and other receivables;
•
cash and cash equivalents;
•
trade and other payables; and
•
borrowings.
The Board has overall responsibility for the determination of the Group’s risk management objectives
and policies and, whilst retaining ultimate responsibility for them, it has delegated the authority for
designing and operating processes that ensure the effective implementation of the objectives and
policies to the Group’s finance function. The Board reviews regular finance reports from the Finance
Director through which it evaluates any risk exposures with a view to minimising any potential adverse
effects on the Group’s financial performance. So far, the Group has not used derivative financial
instruments to hedge risk exposures as its activities and operations exposure to such risks are not
deemed significant. Transactions that are speculative in nature are expressly forbidden.
Page 42

SABIEN TECHNOLOGY GROUP PLC
   
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
Details regarding the policies that address financial risk are set out below:
(i)
Credit Risk
Credit risk arises principally from the Group’s trade receivables and cash and cash equivalents. It is the
risk that the counterparty fails to discharge its obligation in respect of the instruments.
Trade Receivables
The nature of the Group’s operations means that all of its current key customers are established
businesses and organisations in both the public and private sector. The credit risks are minimised due to
the nature of these customers and the concentration of sales to date within established economies. The
Group will continually review its credit risk policy, taking particular account of future exposure to
developing markets and associated changes in the credit risk profile.
The carrying amount in the Consolidated Statement of Financial Position, net of any applicable
provisions for loss, represents the amount exposed to credit risk and hence there is no difference
between the carrying amount and the maximum credit risk exposure.
(ii)
Liquidity Risk
Liquidity risk arises from the Group’s management of working capital. It is the risk that the Group will
encounter difficulty in meeting its financial obligations as they fall due.
The Group’s policy is to ensure that it will always have sufficient cash to allow it to meet its liabilities
when they become due and have the availability of such funds for its operations. Management monitors
rolling forecasts of the Group’s liquidity reserve which comprises cash and cash equivalents on the basis
of expected cash flow. At the year end date, these projections indicate that the Group expects to have
sufficient liquid resources to meet its obligations under all reasonable expected circumstances for the
forthcoming year. The Group continues to monitor its liquidity position through budgetary procedures
and cash flow analysis.
The table below analyses the Group’s financial liabilities into relevant maturity groupings based on the
remaining period from the year end date to the contractual maturity date. The amounts disclosed in the
table are the contractual undiscounted cash flows. Balances due in less than 1 year equal their carrying
balances as the impact of discounting is not significant.
Less than 1
year
Between 1
and 2 years
Between 2
and 5 years
Over 5
years
£000
£000
£000
£000
At 30 June 2022
Trade and other payables
487
-
-
-
Borrowings
138
36
73
-
At 30 June 2021
Trade and other payables
161
-
-
-
Borrowings
36
36
109
-
The Group does not have any derivative financial instruments.
Page 43

SABIEN TECHNOLOGY GROUP PLC
   
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
(iii)
Market Risk
Market risk arises from the Group’s use of interest bearing, tradable and foreign currency financial
instruments. There is the risk that the fair value or future cash flows of a financial instrument will
fluctuate because of changes in interest rates (interest rate risk), foreign exchange rates (currency risk)
or other market factors (other price risk).
•
Interest Rate Risk
The Group invests its surplus cash in a spread of fixed rate short term bank deposits to minimise risk
and maximise flexibility. In doing so it limits its exposure to fluctuations in interest rates that are inherent
in such a market. Overall risk is not regarded as significant and the effect of a one percentage point
increase in the average interest rate during the year would have resulted in an increase in loss after tax
for the year of £1k (2021: £1k).
•
Currency Risk
The Group operates internationally through its distributorship arrangements in Europe and the US and is
exposed to currency risk arising from the Euro and the US dollar. Currency risk arises from future
commercial transactions and recognised assets and liabilities. Given the current scale of the Group’s
overseas operations, overall currency risk is considered to be low.
An increase of one percentage point in the average 2022 Euro and US dollar exchange rates would
have increased the Group’s loss after tax by less than £1k (2021: £1k).
•
Other Price Risk
The Group holds some strategic equity investments in other companies where those complement the
Group's operations. The directors believe that the exposure to market price risk from this activity is
acceptable in the Group's circumstances. The effect of a 10% increase in the value of the equity
investments held at the reporting date would, all other variables held constant, have resulted in an
increase in the fair value through other comprehensive income reserve and net assets of £10k (2021:
£10k). A 10% decrease in their value would, on the same basis, have decreased the fair value through
other comprehensive income reserve and net assets by the same amount.
Capital risk management
The Group’s objective when managing capital is to safeguard the Group’s ability to continue as a going
concern in order to provide future returns for shareholders and benefits for other stakeholders and to
maintain an optimal capital structure to reduce the cost of capital. The Group seeks to maintain, at this
stage of its development, sufficient funding drawn primarily from equity to enable the Group to meet its
working and strategic needs. The Group may issue new shares or realise value from its existing
investments and other assets as may be deemed necessary.
The Group centrally manages borrowings, investment of surplus funds and financial risks. The objective
of holding financial investments is to provide efficient cash and tax management and effective funding
for the Group.
Fair value estimation
Holding trade receivables and payables at book value less impairment provision is deemed to
approximate their fair values. The fair value of financial liabilities for disclosure purposes is estimated
by discounting the future contractual cash flows at the current market interest rate that is available to the
Group for similar financial instruments.
Page 44

SABIEN TECHNOLOGY GROUP PLC
   
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
5.
Critical accounting estimates and judgements
Key sources of Estimation Uncertainty
The preparation of the consolidated and company financial statements requires the Group and
Company to make estimates, judgements and assumptions that affect the reported amounts of assets,
liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. The
directors base their estimates on historical experience and various other assumptions that they believe
are reasonable under the circumstances, the results of which form the basis for making judgements
about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual
results may differ from these estimates under different assumptions or conditions.
In the process of applying the Group’s and Company’s accounting policies, management has made a
number of judgements and estimations, of which the following are considered to have the most
significant effect on amounts recognised in the financial statements:
(i)
Revenue Recognition
No significant criteria are required by the Group in regard to revenue recognition that are not covered by
the accounting policy.
(ii)
Share-based Payments
The calculation of the estimated fair value of share options and warrants granted can only reasonably be
assessed once such options and warrants are exercised. To date, none of the outstanding options or
warrants have been exercised and the Group is therefore reliant upon the calculations as explained in
the accounting policy and note 27 to the financial statements in arriving at an estimated fair value in line
with the requirements of IFRS2.
(iii)
Going Concern
The key financial performance indicator for the Group in relation to going concern has changed from the
legacy M2G product sales to become unit sales of the new product, M2G Cloud.  In the first year of
M2G Cloud sales, the Company achieved sales of 293 units (2021: zero units).
During the year the Group incurred a loss of £743k (2021: loss of £509k).  Whilst losses increased
during the year, the Group had billed an additional £175k during the year that was deferred due to
worldwide semiconductor shortages.  In addition, at year end the Group was carrying open orders of
£91k and recurring revenue of £23k to be recognised in the next financial year from the sales of M2G
Cloud to date.  The directors are taking steps to return the Group to profitability.  Whilst the loss
indicates an uncertainty in relation to going concern, the directors consider the Group’s year end cash
balance of £573k, and post year end funds raised of £600k provide sufficient headroom to counteract
this uncertainty. 
The directors have prepared cash flow forecasts to 30 June 2024 based on the conversion of sales
pipeline to contracted sales revenue although there can be no certainty that the sales pipeline will be
converted into sales revenue in accordance with the cash flow forecasts. The cash flow forecasts
confirm that the Group will have sufficient working capital  to settle its liabilities as they fall due for a
period of not less than twelve months from the date of the approval of these consolidated financial
statements. Consequently, the consolidated financial statements have been prepared on a going
concern basis.  
(iv)
Impairment of investments
Based on their best estimate of likely future developments within the business, the directors consider
that the impairment provision against the carrying value of investments in subsidiaries in the Company’s
Statement of Financial Position as at the year end date remains valid and reasonable, as detailed in
note 18. At the year end date, the carrying value of investments in subsidiaries in the Company’s
Statement of Financial Position was £nil (2021: nil).
Page 45

SABIEN TECHNOLOGY GROUP PLC
   
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
5.
Critical accounting estimates and judgements (continued)
(v)
Deferred Tax Assets
Management judgement is required to determine the amount of deferred tax asset that can be
recognised, based upon the likely timing and level of future taxable profits together with an assessment
of the effect of future tax planning strategies. In 2015, the directors decided that it would be prudent not
to recognise any deferred tax asset in the financial statements until recurring profitability is attained.
The Group and Company was loss making in the prior and current financial years and thus a deferred
tax asset has not been recognised in the financial statements for the year under review.
The tax losses available to offset against future taxable profits, are estimated at £7.39m (2021:
£6.54m).
(vi)
Impairment of Intellectual Property
As a result of a review by the directors of the unit sales likely to arise over the next year, no change in
the value of Intellectual Property has been considered to be necessary and consequently no provision
has been made for impairment.
6.
Segmental reporting
Based on risks and returns, the Directors consider that the primary reporting business format is by
business segment which is currently just the supply of energy efficiency products as these form the
basis of internal reports that are regularly reviewed by the Group’s chief operating decision maker in
order to allocate resources to the segment and assess its performance. Therefore, the disclosures for
the primary segment have already been given in these financial statements. The secondary reporting
format is by geographical analysis by destination. Non- UK revenues amounted to 9% of the total and
are analysed as follows:
Geographical information
2022
2022
2021
2021
Sales
revenue
% of total
revenues
Sales
revenue
% of total
revenues
£000
£000
UK
619
91
930
96
Other
60
9
41
4
Total
679
100
971
100
Page 46

SABIEN TECHNOLOGY GROUP PLC
   
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
6.
Segmental reporting (continued)
At year end the Group held non-current assets in the following countries:
2022
2021
£000
£000
UK
157
192
Canada
197
-
354
192
During the year, sales to the Group's largest customers were as follows:
Sales
revenue
% of total
revenues
£000
£000
Customer 1
229
34
Customer 2
200
29
Customer 3
111
16
No other single customer registered more than 10% of the sales revenue for the year.
7.
Operating loss
The operating loss is stated after charging/(crediting):
2022
2021
£000
£000
Depreciation of property, plant and equipment
1
4
Amortisation of other intangible assets (included in administrative
expenses)
62
47
Cost of inventories recognised as an expense
100
102
8.
Exceptional item
2022
2021
£000
£000
Legal and professional fees
9
180
9
180
Exceptional legal and professional fees in the current and prior years comprise costs incurred in respect
of the PHD acquisition and reverse takeover project which was subsequently aborted and also costs in
respect of the readmission to AIM.
Page 47

SABIEN TECHNOLOGY GROUP PLC
   
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
9.
Auditors' remuneration
2022
2021
£000
£000
Fees payable to the Company's auditors for:
- the audit of the Company's annual accounts
15
13
Fees payable to the Company's auditors for other services to the Group:
- the audit of the Company's subsidiary
25
21
Total audit fees
40
34
Fees payable to the Company's auditors for:
- other services
5
-
- corporate finance
-
23
Total other fees
5
23
10.
Other operating income
2022
2021
£000
£000
Management fee and cost recharge to associate
150
-
Furlough grants
8
35
158
35
11.
Staff costs
2022
2021
£000
£000
Wages and salaries
650
595
Social security costs
57
46
Pension costs
8
7
715
648
The average monthly number of employees, including directors during the year was as follows:
2022
2021
Nos.
Nos.
Directors
4
4
Administration
7
7
11
11
The remuneration of key management personnel is detailed in note 28 and in the Remuneration Report.
Page 48

SABIEN TECHNOLOGY GROUP PLC
   
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
12.
Finance cost
2022
2021
£000
£000
Bank interest payable
13
-
13
-
13.
Corporation tax
2022
2021
£000
£000
Current tax
-
-
Total tax for the year
-
-
Loss before tax
(743)
(509)
Tax on loss on ordinary activities at standard UK corporation tax rate of
19% (2021: 19%)
(141)
(97)
Expenses not deductible for tax purposes
19
39
Depreciation in excess of capital allowances
5
(6)
Utilised tax losses
-
(47)
Tax losses carried forward
108
104
Foreign losses of subsidiary
9
7
Current tax
-
-
Deferred tax:
As detailed in note 5(v), in 2015 the Group reviewed the carrying value of the deferred tax asset
recognised in previous years and decided that it would be prudent to derecognise the total asset in view
of the uncertainty as to the timing of a return to recurring profitability.
The aggregate amount of deductible temporary differences, parent company unused tax losses and
unused tax credits for which no deferred tax asset is recognised in the Consolidated Statement of
Financial Position is estimated at £7.39m (2021: £6.54m) which at the substantively enacted tax rate
would equate to £1.85m (2021: £1.27m).
14.
Earnings per share
The calculation of earnings per share is based on the loss for the year attributable to equity holders of
£743k (2021: £509k loss) and a weighted average number of shares in issue during the period of
14,675,358 (2021: 8,190,696). At the year end, options over 117 shares (2021: 35,000) and warrants
over 1,675,349 (2021: 1,395,349) shares were in issue.
Page 49

SABIEN TECHNOLOGY GROUP PLC
   
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
15.
Property plant and equipment
2022
2021
£000
£000
Cost
At 1 July
37
28
Additions
-
33
Transfer to inventories
(6)
(15)
Relassification to intangible assets
(26)
-
Disposals
-
(9)
At 30 June
5
37
Depreciation
At 1 July
2
11
Charge for the year
1
4
Transfer to inventories
-
(8)
Reversed on disposals
-
(5)
At 30 June
3
2
Net book value at 30 June 2022
2
-
Net book value at 30 June 2021
35
35
The Company held no property, plant and equipment at 30 June 2022 and 2021.
All property, plant and equipment was held in the UK at 30 June 2022 and 2021.
Page 50

SABIEN TECHNOLOGY GROUP PLC
   
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
16.
Intangible assets
Group
Intellectual
property
Licences
Total
£000
£000
£000
Cost
At 1 July 2020 and 30 June 2021
943
-
943
Additions
31
100
131
Reclassification from fixed assets
26
-
26
At 30 June 2022
1,000
100
1,100
Amortisation
At 1 July 2020
839
-
839
Charge for year
47
-
47
At 30 June 2021
886
-
886
Charge for year
59
3
62
At 30 June 2022
945
3
948
Net book value
At 30 June 2022
55
97
152
At 30 June 2021
57
-
57
Company
Licences
£000
Cost
At 1 July 2020 and 30 June 2021
-
Additions
100
At 30 June 2022
100
Amortisation
At 1 July 2020 and 30 June 2021
-
Charge for year
3
At 30 June 2022
3
Net book value
At 30 June 2022
97
At 30 June 2021
-
Page 51

SABIEN TECHNOLOGY GROUP PLC
   
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
16.
Intangible assets (continued)
Intellectual Property represents the rights to the M2G product acquired from the inventors and upgrades
made during the year in relation to the M2G Cloud and M2G Evo products. An impairment review
performed in accordance with IAS 36 ‘Impairment of Assets’ as detailed in note 18, determined that no
impairment was necessary at 30 June 2022. The remaining amortisation period for the original
Intellectual Property is one year. 
Licences comprises the 20t per day hydrogen producing licence acquired from Proton Technologies
Canada Inc and option to construct a COF processing facility at Proton Canada Inc.'s facility in
Saskatchewan, Canada.  The hydrogen processing licence had a 16.5 year life remaining at year end
and the option to construct a COF facility has an indefinite economic life.  An impairment review
performed in accordance with IAS 36 ‘Impairment of Assets’ as detailed in note 18, determined that no
impairment was necessary at 30 June 2022.  The hydrogen licence is amortised over the remaining 16.5
years, the COF facility option is not amortised.
17.
Inventories
Group
2022
2021
£000
£000
Finished goods and goods for resale
40
24
40
24
The Company held no inventories at 30 June 2022 and 2021.
Page 52

SABIEN TECHNOLOGY GROUP PLC
   
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
18.
Investments
Group
2022
2021
£000
£000
Cost
At 1 July
100
-
Additions
100
100
At 30 June
200
100
Impairment provision
At 1 July
-
-
Impairment in year
-
-
At 30 June
-
-
Net Book Value
At 30 June 2022
200
-
At 30 June 2021
100
100
Company
Investments
in
subsidiaries
Other
investments
Total
£000
£000
£000
Cost
At 1 July 2020
6,457
-
6,457
Additions
-
100
100
At 30 June 2021
6,457
100
6,557
Additions
-
100
100
At 30 June 2022
6,457
200
6,657
Impairment provision
At 1 July 2020, 30 June 2021 and 30 June 2022
6,457
-
6,457
Net book value
At 30 June 2022
-
200
200
At 30 June 2021
-
100
100
Page 53

SABIEN TECHNOLOGY GROUP PLC
   
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
18.
Investments (continued)
Details of the fixed asset investments at the year end date are as follows:
Name of company
Country of
incorporation
Class of
share
Nature of business
Proportion of
voting rights
Subsidiary
undertakings
Sabien Technology
Limited
England &
Wales
Ordinary 
Managing carbon through energy
reduction
100% 
Sabien Technology
IP Limited
Northern Ireland Ordinary 
Ownership of Intellectual Property 100% 
Sabien Inc. 
USA 
Common
Stock
Managing carbon through energy
reduction
100% 
Other investments
Aeristech Limited
England &
Wales 
Ordinary
Manufacture power-dense
compressors used within hydrogen
fuel cells
0.3%
Proton Technologies
Canada Inc.
Canada 
A Ordinary 
Manufacture Zero Carbon Hydrogen
from Oil fields
<0.1% 
The registered office of Sabien Technology Limited is 71-75 Shelton Street, London, WC2H 9JQ.
The registered office of Sabien Technology IP LImited is C/O Carson Mcdowell, Murray House, Murray
Street, Belfast, BT1 6DN.
The regstered office of Sabien Inc is 1209 Orange Street, Wilmington, New Castle, Delaware 19801,
USA.
In March 2021 the Company incorporated Sabien Inc. as a wholly owned US subsidiary in the State of
Delaware. 
In February 2021 the Company acquired 0.3% of the issued share capital of Aeristech Limited for a
consideration of £100k. As part of the investment, Aeristech has issued the Company with 10,417
warrants with a two-year term, each warrant carrying the right to subscribe for one share in Aeristech at
the issue price of £2.40.
In October 2021 the Company acquired <0.1% of the issued share capital of Proton Technologies
Canada Inc. for a consideration of £100k.
The Company performs an annual impairment review in accordance with IAS 36 ‘Impairment of Assets’.
In accordance with IAS 36, the recoverable amount is calculated being the higher of value in use and
fair value less costs to sell.
The value in use is determined using cash flow projections covering a ten year period which have been
approved by the Board where sufficient information is available. They reflect the directors’ expectations
of the level and timing of revenue and expenses, working capital and operating cash flows based on
past experience and future expectations of business performance.  For the entities where the Group
holds a minority interest, impairment assessments are made using available information.
The pre-tax discount rate of 9.6% (2021: 9.6%) applied to the cash flow projections is derived from the
Group’s weighted average cost of capital. An average growth rate of 8% (2021: 8%) (rental revenue
growth rate 0% (2021: 8%) has been applied over the ten years of the cash flow forecast.
Page 54

SABIEN TECHNOLOGY GROUP PLC
   
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
19.
Investments in Associates
Name of company
Country of
incorporation
Class of
share
Nature of business
Proportion of
voting rights
b.grn Group Ltd
England &
Wales
Ordinary
Manufacture high quality fuel oil
from waste plastic at low
temperature
33%
In December 2021 the Company incorporated b.grn Group Ltd in conjunction with Parris Group Ltd (an
entity controlled by the Executive Chairman).  The Company's investment to date is less than £1k.
The registered office of b.grn Group Ltd is: Office 4, 219 Kensington High Street, London, W8 6BD.
20.
Trade and other receivables
Group
Group
Company
Company
2022
2021
2022
2021
£000
£000
£000
£000
Trade receivables
62
1
-
-
Other receivables
145
50
28
37
Amounts due from associate undertakings
180
-
180
-
Amounts due from group undertakings
-
-
23
143
387
51
231
180
The value of trade receivables quoted in the table above also represents the fair value of these items
and are due within one year.
Amounts due from group undertakings includes £23k which is covered by a £250k loan facility (2021:
£250k) advanced to Sabien Technology Limited. The loan facility is secured by way of a debenture over
the assets of Sabien Technology Limited. The loan facility is interest free and repayable on demand. 
£99k has been advanced to Sabien Inc. (2021: £43k). The balance is interest free, unsecured and
repayable on demand but has been impaired in full as at 30 June 2022.  Sabien Inc. currently supports
the activities of other Group entities and is not yet revenue generating in its own right.
Trade receivables are considered impaired if they are not considered recoverable. As at 30 June 2022,
the Group had no receivables which were considered to be impaired and against which a full provision
has been made. Trade receivables of £10k (2021: £1k) were past due but not impaired. The ageing
analysis of these trade receivables is as follows:
2022
2021
£000
£000
Up to 3 months
10
1
3 to 6 months
-
-
More than 6 months
-
-
10
1
Page 55

SABIEN TECHNOLOGY GROUP PLC
   
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
20.
Trade and other receivables (continued)
The carrying amounts of the Group’s trade and other receivables are denominated in the following
currencies:
2022
2021
£000
£000
Pounds sterling
200
51
Euros
7
-
207
51
21.
Cash and bank balances
Group
Group
Company
Company
2022
2021
2022
2021
£000
£000
£000
£000
Cash and bank balances
573
1,399
306
977
22.
Trade and other payables
Group
Group
Company
Company
2022
2021
2022
2021
£000
£000
£000
£000
Trade payables
37
45
28
36
Social security and other taxation
82
4
10
-
Accruals and deferred revenue
351
84
50
45
Other payables
17
28
10
18
487
161
98
99
Sabien Technology Limited is party to an invoice financing agreement. The amounts outstanding under
this agreement are secured by way of a debenture over the assets of the Company, attract interest at a
variable rate and are repayable on demand. The balance outstanding on the invoice financing
agreement is £nil (2021: £nil).
Page 56

SABIEN TECHNOLOGY GROUP PLC
   
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
23.
Borrowings
Group
Group
Company
Company
2022
2021
2022
2021
£000
£000
£000
£000
Borrowings
247
181
102
-
247
181
102
-
The Group drew down a Coronavirus Business Interruption Loan in June 2020. The loan is at 5% per
annum for the remaining four years. The balance of £145k (2021: £181k)  is unsecured and is repayable
in monthly instalments until June 2026. 
During the year the Group drew down a loan of £102k (2021: £nil) from Parris Group Ltd, a company
controlled by the Executive Chairman, Richard Parris.  The loan is unsecured, repayable on demand
and accrues interest at 6% per annum.  £98k of the loan was converted to equity in August 2022.
The maturity profile of the loans are shown below:
Group
Group
Company
Company
2022
2021
2022
2021
£000
£000
£000
£000
Within 1 year
138
36
102
-
1-2 years
36
36
-
-
2-5 years
73
109
-
-
Over 5 years
-
-
-
-
247
181
102
-
24.
Share capital
2022
2022
2021
2021
Nos.
£000
Nos.
£000
Shares issued and fully paid
Ordinary 3p shares of £0.03 each
14,720,168
442
14,574,260
438
Deferred shares of £0.045 each
44,004,867
1,980
44,004,867
1,980
New Deferred shares of £0.0049 each
190,254,867
932
190,254,867
932
248,979,902
3,354
248,833,994
3,350
On 14 October 2021 the Company issued 95,908 ordinary shares of 3p each in settlement of an existing
liability of £33k.
On 26 November 2021 that Company issued 50,000 ordinary shares of 3p each for a value of £15k in
relation to a conversion of warrants.
Page 57

SABIEN TECHNOLOGY GROUP PLC
   
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
24.
Share capital (continued)
The holders of Ordinary 3p shares have the right to receive notice of, attend and vote at any general
meeting of the Company, and also have full rights to any dividend or other distribution in proportion to
their shareholding.
The holders of Deferred shares of £0.045 and New Deferred shares of £0.0049 have no right to receive
notice of, nor attend and vote at any general meeting of the Company, nor have rights to any dividend
or other distribution.
25.
Share options and warrants (see note 27)
At the year end date, the following options had been granted:
Date of Grant
At 1 July
2021
At 30 June
2022
Exercise
Price
Exercisable
from Exercisable to
31 October 2014
117
117
£163.5
October 2017
October 2024
Total
117
117
At the year end date, the following warrants had been granted:
Date of Grant
At 1 July
2021
At 30 June
2022
Exercise
Price
Exercisable
from Exercisable to
2 February 2021
1,395,349
1,395,349
15p
February 2021 February 2023
1 February 2022
-
280,000
60p
February 2022 February 2023
Total
1,395,349
1,675,349
On 2 February 2021, 1,395,349 share options (figure post March 2021 300:1 share consolidation) were
issued to the Executive Chairman as part of a placing.  The warrants are exercisable once the
Company's mid-market share price has exceeded 60p for five working days in a row.
On 1 February 2022, 280,000 share options were issued to Proton as part of the consideration for the
hydrogen processing licence and option to install a COF facility at Proton's site in Saskachewan,
Canada (see note 16).
Page 58

SABIEN TECHNOLOGY GROUP PLC
   
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
26.
Financial instruments
Financial assets
Assets at
amortised
cost (loans
and
receivables)
Assets at
fair value
through
profit and
loss
Total
Assets at
amortised
cost (loans
and
receivables)
Assets at
fair value
through
profit and
loss
Total
Group
Group
Group
Company
Company
Company
£000
£000
£000
£000
£000
£000
Trade and other
receivables (excluding
prepayments)
387
-
387
180
-
180
Loans
-
-
-
23
-
23
387
-
387
203
-
203
Financial liabilities
Assets at
amortised
cost (loans
and
payables)
Fair value
through
profit and
loss
Total
Assets at
amortised
cost (loans
and
payables)
Fair value
through
profit and
loss
Total
Group
Group
Group
Company
Company
Company
£000
£000
£000
£000
£000
£000
Trade and other
payables 
487
-
487
1
-
1
Borrowings
247
-
247
-
-
-
734
-
734
1
-
1
Page 59

SABIEN TECHNOLOGY GROUP PLC
   
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
27.
Share based payments
The Company has issued share options under a share option scheme for directors and employees set
up in November 2006 under which approved and unapproved share options were granted prior to the
flotation of the Company in December 2006. 
Under this scheme, directors and employees hold options to subscribe for Ordinary shares in Sabien
Technology Group Plc at prices based on the mid-market price on the day preceding the relevant share
option grant. See note 25 for details of options in issue at the year end date. There are no performance
conditions attached to these options. No options were granted in the financial year.
The value of the options is measured using the QCA-IRS Option Valuer based on the Black Scholes
model. The inputs into the Black Scholes model were as follows:
Weighted
average
exercise
price
Number of
instruments
Weighted
average
exercise
price
Number of
instruments
2022
2022
2021
2021
Outstanding at 1 July
£163.50
117
54p
35,000
Granted during the period
60p
280,000
-
Share consolidation 300:1 in March 2021
-
(34,883)
Outstanding at 30 June
67p
280,117
£163.50
117
Exercisable at 30 June
67p
280,117
£163.50
117
Weighted average remaining contractual life
0.58 years
3.34 years
Weighted average volatility
73%
30%
Weighted average risk free interest rate
0.11%
4.75%
Page 60

SABIEN TECHNOLOGY GROUP PLC
   
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
28.
Related party transactions
Key management personnel are those persons having authority and responsibility for planning,
controlling and directing the activities of the Group. In the opinion of the Board, the Group’s key
management personnel are the Directors of Sabien Technology Group Plc. Information regarding their
remuneration is given in the Remuneration Report.
The Company has entered into service agreements with Richard Parris, Charles Goodfellow and Ranald
McGregor-Smith with entities either controlled by them or in which they have an interest as
shareholders.  Edward Sutcliffe is employed directly by one of the Group companies. Fees are paid in
accordance with those agreements. The remuneration of key management is analysed in the
Remuneration Report.
2022
2021
£000
£000
The aggregate remuneration comprises:
-
-
Salaries
42
13
Pensions
1
-
Fees
162
186
205
199
The remuneration of the highest paid director during the year was £75k (2021: £75k). The remuneration
of individual Directors is disclosed in the Remuneration Report.
Charles Goodfellow is employed by the Group’s broker, Peterhouse Capital Limited. Fees paid to
Peterhouse Capital Limited are proposed to the Board and approved by the Board as a whole. Fees paid
to Peterhouse Capital Limited in the year were £25k (2021: £88k) and at the year end the amount due to
Peterhouse Capital Limited were £nil (2021: £nil).
During the year, the Company charged its subsidiary, Sabien Technology Limited, £50k (2020: £51k) by
way of management charges. The Company was also charged by Sabien Technology Limited £48k
(2021: £13k) in relation to staff costs. Sabien Technology Limited repaid £77k (2021: £36k) during the
year in respect of working capital loans and at the year end the amount outstanding was £23k (2021:
£100k).
During the year the Company advanced working capital loans of £57k (2021: £43k) to its subsidiary,
Sabien Inc. At the year end the amount due from Sabien Inc. was £99k (2021: £43k).  At the year end
an impairment provision of £99k (2021: £nil) had been raised against the loan.
During the year the Company invoiced management fees of £150k (2021:£nil) to b.grn Group Limited,
its associate undertaking.  At the year end £180k (2021:£nil) was outstanding.
29.
Controlling party
The Group has no ultimate controlling party.
Page 61

SABIEN TECHNOLOGY GROUP PLC
   
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
30.
Events after the reporting date
On 22 August 2022 the Company announced that it had raised £600k (gross) from a placing and
oversubscribed broker option.  In addition, it was announced that Parris Group Limited (see note 23)
would convert £97,500 of its loan into share capital.
Page 62