Sosandar Plc
Annual Report
For the year ended
31 March 2021
Company Registration Number: 05379931
Contents
Company Overview
Chairman’s Statement
Strategic Report
Corporate Governance
Board of Directors
Directors’ Report
Consolidated and Company Financial Statements
Independent Auditors’ Report
Consolidated Statement of Income and Other Comprehensive Income
Consolidated Statement of Financial Position
Consolidated Statement of Cash Flows
Consolidated Statement of Changes in Equity
Company Statement of Financial Position
Company Statement of Cash Flows
Company Statement of Changes in Equity
Notes to the Consolidated and Company Financial Statements
Company Information
Page
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Sosandar plc
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Annual Report 2021
CHAIRMAN’S STATEMENT
For the year ended 31 March 2021
The year end to 31 March 2021 was another period of strong growth and performance for Sosandar
against a backdrop of sustained turbulent trading conditions. We have continued to adapt, learn and
mature over the course of the year with the business now in an incredibly strong position to take
advantage of the opportunities that lie ahead.
We have diversified our product range, targeted spending to maximise ROI and demonstrated strong
cash retention. During the year, we were delighted to establish partnerships with retail stalwarts
Next, John Lewis and Marks and Spencer. The success of these partnerships to date proves the
desirability of the Sosandar brand, and we look forward to the many opportunities for growth with
our retail partners going forward.
Our people
This year, more than ever, we have seen the quality of our team shine through. The executive team
have continued to show exemplary leadership and all our staff have displayed an incredible passion
for the business over the past year. I would like to take this opportunity to thank them for their
tireless dedication, hard work and ongoing enthusiasm for our business and customers.
I would also like to thank all our customers, partners, suppliers, and shareholders for their continued
support throughout the year. I look forward to achieving further successes together in the future.
In May, post-period end, we were pleased to welcome Steve Dilks to the Company’s Board as Chief
Financial Officer. Steve joined Sosandar in September 2020 and, since then, his experience and
expertise have added significant value to the business. As Finance Director and now as CFO, Steve
provides great confidence to the Board, offers substantial commercial contributions and is proving
to be a great asset to the business.
Bolstered financial position
Post-period end we were pleased to raise gross proceeds of approximately £5.77m through a
substantially oversubscribed Placing, Subscription and PrimaryBid offer.
The proceeds will provide us with the balance sheet flexibility to enable us to capitalise on the
opportunities for growth both on our own site and through retail partners in the coming months and
beyond.
The Board would again like to take this opportunity to extend its thanks for the support shown from
new and existing shareholders, both institutional and retail.
Responsible business
At Sosandar, we understand that our business has an impact on the world around us and we are
committed to making this impact a positive one. Our ‘responsible fashion business’ framework is
broken into the three key areas: Ethical operations (a fair, transparent and collaborative supply chain),
Environmental sustainability (minimising the footprint left on the natural world) and Fabulous
Sosandar (an inclusive and uplifting workplace).
In January 2021, we switched most of our consumer packaging from cardboard boxes to Green PE
polythene bags made from a by-product of the sugar cane process. They are recyclable, carbon neutral
and sustainable. Moving forward, we are exploring the best method with which to roll out recycled
and/or recyclable packaging across the rest of our supply chain. Excitingly, we are also trialling more
sustainable yarns and fabrics such as recycled polyester, organic cotton and Lenzing Ecovero
sustainable viscose in our product range, with early feedback encouraging.
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Annual Report 2021
CHAIRMAN’S STATEMENT
For the year ended 31 March 2021
Running a responsible business is a continually evolving challenge, and we look to constantly
develop our actions in this area. We know that sustainability, already at the core of our business,
must continue to be at the forefront of our minds as we take each next step to grow Sosandar and
expand our influence.
As we grow in size and scale as a company, we will further expand our activity, with an ambition to
increase the positive, lasting impact Sosandar has on the fashion industry.
More detail on the Company’s ‘responsible fashion business’ framework can be found in the
Strategic Report.
Corporate Governance
The Board continues to be committed to maintaining and enhancing its corporate governance
framework, ensuring that it is robust and effective. In particular, the framework is designed to
ensure all opportunities and risks are fully evaluated and that decisions are made based on robust
assessment in order to deliver long term value creation.
The Covid-19 pandemic presented our business with unique challenges throughout the year. The
Board met very regularly and worked more closely and flexibly than ever to provide support,
guidance, challenge and oversight. The agility of our business was exemplified by the rapid pivot
towards conservation of cash and careful cost management as soon as the nature of the pandemic
emerged in early 2020. All of our teams have worked incredibly hard and they should be proud of
the way Sosandar overcame the challenges we were faced with and subsequently thrived over the
last 15 months.
Post year-end, the Board completed a review of the Long-Term Incentive Plan (LTIP) in place for key
executives in the business. This resulted in the Board establishing a new LTIP to include a further five
people so that all eight key senior staff and departmental heads are participants. The Board believes
the revised scheme appropriately motivates and incentivises the senior team, who play such a key
role in driving the Company’s growth strategy.
Outlook
Looking ahead, we remain confident and excited about the Group’s positive outlook. We have
demonstrated our flexibility this year and as a result have emerged as a more mature, agile and
resilient business, positioning us well to react to potential future changes in the external
environment and capitalise on the numerous exciting, long term growth opportunities.
In view of the continuing uncertainty surrounding the extent of the impact of Covid-19, we continue
to plan cautiously for a wide range of outcomes. As we have done since March, we will endeavour to
manage the business carefully, foster our partnerships and continue to grow our existing customer
base. The Board is therefore confident that there is a successful year of growth ahead and an
exciting long-term future for Sosandar.
Bill Murray
Date: 19 July 2021
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Annual Report 2021
STRATEGIC REPORT
For the year ended 31 March 2021
AT A GLANCE
Sosandar provide a one-stop online shop for style conscious women who have graduated from price
led alternatives. We offer this underserved audience fashion forward, affordable, quality clothing to
make them feel sexy, feminine and chic. The business sells predominantly own label exclusive
product designed in-house.
Investment case
A unique proposition
Product exclusively designed in-house to suit a wide-ranging yet underserved demographic.
Exclusively designed trend-led, quality, affordable clothing with a premium aesthetic targeting a
demographic graduating from fast fashion brands and frustrated with high street alternatives.
Experienced and driven management team
Highly experienced management team with combined experience of 35 years in fashion and
previous success taking a business from concept to market leader.
Huge and growing market opportunity
Online fashion forecast to be worth £29bn by 2022 with Sosandar’s core demographic spending
£3.7bn a year on fashion.
Growing, loyal customer base
The number of active customers increased to 135k during the year with a significant rise in the
proportion that purchased more than once in the last twelve months. 40% now repeat purchase, up
from 33 per cent in the previous year, with the average order frequency increasing by 23% to 2.08
times p.a.
Strong and scalable infrastructure in place
Mobile-first website built on leading Magento platform and logistics run through Clipper provide
capacity for large-scale growth.
Numerous potential opportunities for future expansion
Continuing to increase the product range, in particular the number of styles within each category as
well as new categories which are not currently served by Sosandar. Following the successful
launches with John Lewis, Next and Marks and Spencer, maximise the opportunity with each partner
through increasing the amount of stock offered along with potential for geographical expansion and
cross selling into complementary markets.
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STRATEGIC REPORT
For the year ended 31 March 2021
MARKET AND OPPORTUNITY
Fashion e-commerce represents a large and growing opportunity to build a multimillion-pound
business in an area of the market that is currently underserved by existing retailers.
BUSINESS MODEL
Our business is driven by creative flair skilfully combined with a data centric approach in order to
understand and respond to our customers’ needs. We excite and inspire our customers with
affordable, trend-led clothes for every occasion showcased with stunning lifestyle photography,
beautiful e-commerce imagery and video for every product. Our customer sits at the heart of
everything we do and we are committed to serving her every fashion need.
Design
Our exclusive designs created entirely in-house offer exceptional quality at affordable prices. New
products are launched every month to deliver constant newness and to keep the brand at the
forefront of fashion trends.
Data
Data underpins everything we do: it leads our thinking on product and customer engagement, giving
a deep insight into our customers' decision-making and buying preferences, driving product
efficiency and enabling personalised marketing to ensure we continue to exceed customer
expectations.
Engagement
We use stunning product imagery and inspirational content to engage with our customers and build
brand awareness through both our own e-commerce site and a variety of channels, including social
media, PR and direct mail.
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Annual Report 2021
STRATEGIC REPORT
For the year ended 31 March 2021
CO-CEO’S STATEMENT
Overview
We are very pleased to have been able to deliver increased sales, significant reduction in EBITDA losses
and improved cost efficiencies in what has been such an unprecedented year. Our ability to quickly
adapt to the changing needs of our consumers has enabled us to deliver these strong results with the
hard work of our team resonating so strongly with our customers who are now more engaged with
Sosandar than ever before.
The success that we have had over the past 12 months has proven beyond doubt that there is strong
demand for our unique offering in the market. This has been further validated by the strong demand
from consumers who purchase through Next, John Lewis and Marks and Spencer following our launch
into these partnerships during the year. We have continued to mature as a business and are beginning
to benefit substantially from our increased experience, the relationships we have built in the industry
and from economies of scale. With the team, the positioning and the product, we are confident we
have built a serious platform from which to grow.
None of the progress that we have made over the past year would have been possible without the
dedication, collaboration and belief of our team, partners, suppliers and of course our customers. We
sincerely thank them all.
Vision and ambition
Our vision is to be a global one-stop online destination for a new generation of fashion forward women
who have graduated from fast fashion brands. We aim to build Sosandar into the go-to fashion
destination for all occasions combining exceptional product with a first-class customer experience.
Our strategy
Sosandar is focused on creating fashion-forward products for a generation of women overlooked by
existing fashion brands, and this offers a significant untapped opportunity - a demographic that spends
£3.7bn per year on fashion.
Our typical customer has a high disposable income and is very fashion conscious. She is looking for
quality, affordable clothing with a premium, trend-led aesthetic for all areas of her life.
Our strategy is to expand Sosandar's customer base and build our brand awareness through:
• Developing exceptional products
• Providing a seamless customer experience
• Continuing to expand our highly successful online and offline marketing activity
This is underpinned by combining our creativity with gathering and analysing data on shopping habits,
trends and customer preferences to drive product development and effectively target new customers.
Strong financial performance
We are delighted to report that total revenue for the period increased 35% to £12.16m, with a 62%
reduction in EBITDA losses to £2.92m. The revenue growth represents a strong performance in a
volatile trading environment, driven by the success of our expanded product range, strong growth on
our own website and launches with John Lewis and Next in August and then with Marks and Spencer
in March.
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Annual Report 2021
STRATEGIC REPORT
For the year ended 31 March 2021
Pleasingly, this strong growth has also been achieved despite a significant overall reduction in
marketing spend over the period. Utilising learnings from the previous financial year and our first foray
into TV advertising, we have now optimised the marketing mix and been able to maximise our return
on investment. Our agility allowed us to engage in customer acquisition at key periods, capitalising on
the upticks in sentiment across the nation as and when they emerged.
Our relentless focus on cost management and financial planning, where we significantly reduced
marketing spend and other expenses where possible, has led to a significant improvement in EBITDA.
It also meant we were able to maintain a strong cash position, with net cash as at 31 March 2021 of
£3.93m. Post-period end we were delighted to complete a successful fundraise of £5.77m,
oversubscribed and with support shown from both institutions and retail investors. The proceeds from
the fundraise will provide us with the balance sheet flexibility to enable us to capitalise on the
numerous opportunities available to us over the coming months and beyond, in particular the
significant potential that exists to accelerate growth in sales through third party retailers.
The period under review has clearly demonstrated that we have an extremely engaged and loyal
customer base, with new styles and an expanded range resonating well. This can be seen through a
number of metrics including the total number of orders increasing by 29% to 276,008, repeat orders
up 40% to 189,703, average order frequency improving by 23% to 2.08, and repeat buyer order
frequency increasing by 17% to 3.67. Active customers were marginally up in the year increasing 3%
to 135,381, due to the timing of customer acquisition periods, with this stepping up by 23% in Q1 FY22
to 167,035.
We also pleased to report that gross margin remained stable at 48.0% (FY20: 48.5%) despite the
necessary use of promotional activity during some lockdown periods. Gross margin has normalised
as the pandemic restrictions started to lift with Q1 FY 22 being at 54%.
Expanded product range resonating with customers
Despite the challenging external environment we believed that it was in the best interest of the long-
term success of Sosandar to continue to invest and expand the product range, in line with our strategy
to develop exceptional products. This decision has been a key factor in the strong trading
performance.
We were able develop ranges quickly that reflected the lifestyles of our customers with denim,
outerwear, loungewear, knitwear, and active and leisure wear performing particularly well. These
categories are now established as a key part of the product mix. Our well-established test and repeat
model, as well as our new third party relationships, enabled us to expand the range without
heightening risk by adding too much stock.
The diversification of the range puts us another step closer towards our vision of being a one-stop
online destination and the go to fashion destination for all occasions. We now have a clearly defined
position in the market – offering customers a chic and sexy unique aesthetic that is trend led, high
quality and lifestyle appropriate.
Successful launch with third parties
A key milestone in Sosandar’s journey was our successful launch with both John Lewis and Next on
their website platforms in August 2020. In late March 2021 we also entered into an agreement to sell
a curated collection of our products through Marks & Spencer as a third-party online retailer. Trading
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Annual Report 2021
STRATEGIC REPORT
For the year ended 31 March 2021
to date with all three partners has been very successful and product lines have been very well received
with many styles selling out across the third party platforms.
The fact that we were approached by three of the UK’s biggest brands is a validation of the appeal and
quality of our clothing and demonstrates the ever-growing strong appeal of our offering to our target
market. It is clear we have developed a brand aesthetic which stands out from the crowd.
These partnerships allow us to further increase brand awareness across our target market, whilst
driving incremental sales and accelerating improvement in EBITDA. We intend to use the proceeds
from the fundraise completed in May 2021 to capitalise on the growth opportunities with our third
party retail partners. The funds will enable us to invest in more stock from the Autumn / Winter 2021
season onwards, including increasing both the number of styles and the number of units per style to
be sold through the third party partner websites. In addition, we now also have the capacity to engage
with other third party partners in the UK and internationally.
Well positioned to accelerate growth trajectory
Trading in the first quarter of the current financial year has been exceptionally strong with revenue
up 45% against Q4 of FY21. This performance is being driven by both new customers, with new orders
increasing by 39%, and existing customers, with repeat orders increasing by 41%, versus Q4 FY21. Year
on year Q1 is up 256% reflecting the significant expansion in product range vs last year, investment in
customer acquisition this year and the impact of lockdown restrictions lifting.
Alongside the easing of restrictions, we are seeing an increase in sales across all key categories, in
particular colourful dresses, tops and denim. Our investment in the product range continues to bear
fruit, we are now able to provide our customers with a one stop shop for all social occasions. Whilst
we remain cognisant of the associated impact from Covid on freight pricing and supply chains, our
diverse supplier base and agility means that we are confident of being able to mitigate any
challenges we may face.
Our performance with the third parties continues to go from strength to strength and we are focused
on capitalising on the growth opportunities we have with each retailer. We are investing in stock from
the Autumn / Winter 2021 season onwards, including increasing both the number of styles and the
number of units per style to be sold through their websites.
The successful oversubscribed fundraise completed in May combined with an improving external
backdrop and the increased adoption of online shopping as a result of the pandemic, leaves us in an
extremely strong position. We are now well placed to accelerate and deliver profitable growth as we
take advantage of the range of opportunities we see on the horizon and start to benefit from
economies of scale.
We are extremely excited for what the future holds and look forward to delivering on our ambition
for Sosandar to be a long-term, sustainable success.
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Annual Report 2021
STRATEGIC REPORT
For the year ended 31 March 2021
FINANCIAL REVIEW
KPI’s
Year ended 31 March 2021
£'000
Year ended 31 March 2020
£'000
Change
Revenue
Gross Profit
Gross Margin
Administrative Expenses
Operating Loss
EBITDA
£12,163
£5,844
48.0%
£8,729
£(3,098)
£(2,925)
£9,027
£4,381
48.5%
£11,662
£(7,814)
£(7,656)
+35%
+33%
-50bps
+25%
+60%
+62%
Year ended 31 March 2021
Year ended 31 March 2020
Change
Sessions
Conversion rate
Number of orders
AOV
Active customers
Average Order Frequency
8,922,789
3.09%
276,008
£82.70
135,381
2.08
8,032,355
2.67%
214,487
£97.14
131,095
1.69
+11%
+42bps
+29%
-15%
+3%
+23%
The financial performance of the Group during the year has been incredibly strong despite the
unprecedented impact and challenges as a consequence of COVID-19. Strong revenue growth, a
significant reduction in EBITDA losses and effective preservation and utilisation of cash highlight the
strength and agility of the Group not only to withstand the headwinds but to maximise the opportunity
despite the changing external environment.
During the year the successful launches with John Lewis and Next in August 2020 and Marks and
Spencer in March 2021 are helping to further accelerate both brand awareness and incremental
profitability.
Gross Profit
The gross margin remained stable at 48.0% (FY2020 48.5%) despite a higher proportion of promotional
activity in order to ensure that inventory sold through, in particular during the periods of lockdown.
The restrictions placed on consumers resulting in them not being able to go ‘out-out’ for much of the
reporting period has been successfully managed with margins increasing through the final quarter as
normality started to return.
Inventory levels and product sell through are closely monitored and significant energy is invested in
ensuring the correct level of stock is ordered to fulfil the projected demand.
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Annual Report 2021
STRATEGIC REPORT
For the year ended 31 March 2021
Administrative Expenses
During the year there has been a focus on managing the cash position of the Group and as a
consequence the administrative costs have reduced by 25% to £8.7m (FY2020 £11.7m). For the most
part the focus during H1 FY2021 was on preserving cash and engaging with the existing customer
database including prospects on our database which had increased substantially during 6 months prior
to the pandemic. Customer acquisition activity recommenced in September with a substantial
improvement in the return on investment as a greater number of new customer orders were
generated from half the cost. This improvement reflected the expanded product range and the data
driven learnings from the activity undertaken in H2 FY2020 as each element of the marketing mix was
optimised.
Cashflow
The Group had a net position of £3.93m at FY2021 (FY2020 £5.33m) which had only dropped
marginally since July 2020 (£4.40m) demonstrating successful management throughout these
unprecedented times.
The cash position was further strengthened post period end with an oversubscribed placing and
PrimaryBid offer which raised gross proceeds of £5.77m. The Group intends to use the proceeds to:
•
capitalise on the growth opportunity with its third party retail partners where currently on
average only nine per cent of the product range is available for sale. In particular, focus will
be on investing in stock from the Autumn / Winter 2021 season onwards, including
increasing both the number of styles and the number of units per style to be sold through
the third party partner websites;
• provide additional funding to engage with other third party partners in the UK and
internationally; and
• provide additional working capital and further balance sheet flexibility to support other
incremental growth initiatives.
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Annual Report 2021
STRATEGIC REPORT
For the year ended 31 March 2021
Risk Factors
There are a number of risks and uncertainties associated with the business. The Board believes the
following are the principal risks along with the mitigating actions being applied.
External Risks
Risk Factor
COVID 19
Impact
Mitigating Actions
• Severe loss of revenue
• Closure of the
•
warehouses
Loss Absence of
employees due to
illness
• Supply chain disruption
•
• Diversified supply chain with no overreliance
on one single country
• Detailed live insight on customer demand
allows immediate insight into any changes in
demand allowing resource to be flexed
accordingly.
Limited fixed/committed expenditure with a
highly flexible cost base.
• Flexible supply chain to adapt to any change
in product type demand.
• Test and repeat model on stock to maximise
on fast selling product lines whilst
minimising risk on slower lines.
• Government financial support
• Safe working practices rigorously imposed
• Employees working from home wherever
possible
• Outsourced UK warehousing to Clipper
Logistics plc gained access to their disaster
recovery capabilities
• The business is online only and does not
have significant fixed costs and therefore
can flex it’s operations in order to respond
to any change in the economy.
• The product range offered is diverse
covering the vast majority of wardrobe
needs of the target demographic and can be
agile to manage any situation.
• The business has built partnerships with
three third party retailers resulting in
greater routes to the consumer and a
reduction in overall risk profile.
• The business operates on monthly drops
with tight design lead times that allow the
design team to track the latest catwalk and
commercial fashion trends. These are then
fed into the product development to ensure
that customers have access to the latest
trends at affordable prices.
Economic
Fashion
• All revenue is generated
in the UK therefore a
deterioration of the UK
economy could have an
adverse impact on
revenue if consumer
confidence and
spending reduce.
• Covid-19 and Brexit
could increase the
potential impact of this
risk
• As trends change there
is a risk that design does
not keep up with
customer requirements
for the latest fashion.
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Annual Report 2021
STRATEGIC REPORT
For the year ended 31 March 2021
Competition
Brexit
Foreign
exchange
Negative
online reviews
Internal risks
Risk Factor
Suppliers
• From new or existing
competitors.
•
Loss of Revenue
• Reduction in margin
and profitability if
competitors increase
discounting resulting in
consumers shopping
elsewhere
• The UK’s decision to
leave the EU could
impact costs through
changes to duty and
VAT
• Changes to
import/export rules
could impact delivery of
goods to customers and
delay delivery of stock
ordered from the EU.
• The business buys a
large proportion of
product in foreign
currency. Adverse
currency rate
movements could
impact margins.
• Negative comments on
social platforms could
influence purchasing
decisions for new
visitors.
• The business is agile and can adjust its
strategy according to all external factors
including those of its competitors.
• The business has an increasingly loyal and
growing active customer database which
allows the business to engage with them
regularly through e-mail and brochures.
•
Less than 10% of imports come from EU
countries and the company continues to
expand its supplier base to de-risk any
impact Brexit may have.
• Sales are currently UK only, any expansion
into overseas market would be done with an
understanding of any rules implemented as
part of the Brexit process.
• A detailed forward-looking purchase plan to
identify any potential currency exposure and
appropriate hedging techniques are used to
avoid any margin erosion caused by FX
movements.
• A dedicated customer service team is able to
monitor any reviews or comments in order
to contact customers to resolve any issues.
Any unwarranted malicious content is
removed and the user reported to the
relevant social platform.
Impact
Mitigating Actions
• The business relies on
• Purchases are spread over a number of
its outsourced
manufacturing supplier
base to provide the final
product. Loss of
suppliers through
insolvency, disaster or
ceasing of working
relationship could
impact short term
supply.
• Non-compliance with
labour or
suppliers to avoid over dependency on any
single supplier and as the business is
growing and increasing order quantities the
potential supplier base is widening.
• All design is done in-house with detailed
specification packs provided for each
product which helps on-board new suppliers
quickly.
• All suppliers are asked to confirm that they
adopt all relevant Ethical Trade Initiative
(ETI) base code principles.
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For the year ended 31 March 2021
environmental
requirements could
interrupt supply chain
and cause reputational
damage.
• Product supplied could
be of insufficient quality
for sale.
• System outages would
prevent the business
from operating and
therefore would see a
reduction in revenue
during this time.
• GDPR could impact
ability to work with data
providers who help
identify prospective
customers for
marketing purposes.
• Data breaches could
impact reputation and
business continuity.
• The loss of one or more
of key employees could
have an adverse impact
on the business and
inhibit its ability to grow
as planned
Systems –
security and
availability
Key
employees
Working
capital
• As the company invests
in product and
customer acquisition
there is a risk that funds
will be required to fund
continued growth.
• Each product goes through an extensive
sampling process and final quality control
process to ensure it is suitable for sale.
• The business has agreements with external
partners to manage and support its systems
and they would ensure that any outage is
minimised.
• The business works with industry leading
data providers with extensive compliant
databases to ensure sufficient sources of
target information for marketing purposes.
• Dedicated cyber insurance policies are in
place which include specialist resource and
plans to minimise the impact of any cyber
attacks.
• The remuneration committee ensure that
key employees are rewarded sufficiently to
retain and motivate on an ongoing basis.
• Post year end a new Long Term Incentive
Plan was implemented including
replacement of existing share options for
the three members who previously held
share options. In addition share options
were granted to other members of the
senior management team to further ensure
that they are rewarded and incentivising
appropriately.
• The business has detailed forward-looking
forecasts and in-depth analysis of both
product and marketing channel
performance. This analysis is used to
maximise efficiency of spend and return on
investment, balancing the growth
requirements against the funds available to
the business. Activities are adjusted
accordingly to manage cash flows whilst
maintaining communication with any
potential funders should any further growth
capital be required.
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Annual Report 2021
STRATEGIC REPORT
For the year ended 31 March 2021
Sosandar: A responsible fashion business
At Sosandar, we understand that our business has an impact on the world around us. Our business
touches the lives of not only our team and our customers, but our suppliers, our garment
manufacturers, our shareholders and the wider communities these groups exist in.
We are committed to making this impact on the world a positive one.
We aim to maintain an open dialogue with all our stakeholders, listening to what is most important to
them and responding appropriately.
This dialogue has led to the creation of our ‘responsible fashion business’ framework, broken into the
three key areas we focus on - selected based on where we believe we can, or already have, the
greatest impact:
• Ethical Operations
A fair, transparent and collaborative supply chain
• Environmental Sustainability
Minimising the footprint left on the natural world
• Fabulous Sosandar
An inclusive and uplifting workplace
We are proud to have a level of rigour in place in line with best practice, and that the Directors believe
is more than appropriate for a business of our size and maturity. We currently work with three third-
party brands: Marks & Spencer, John Lewis and Next; each has established exacting sustainability and
ethical standards for partner companies, and we are proud to meet them.
Reflecting its position at the core of our strategic decision making, our responsible fashion business
activities are discussed and managed by the Board, overseen by Chairman Bill Murray.
Ethical Operations
We are committed to sourcing our products from suppliers who share our belief in operating
responsibly and with integrity. As we continue to grow, we are focused on ensuring that we maintain
and proactively enhance our corporate governance and commitment to ethical trade within our
supply chain. Ethical Operations within our supply chain are led by our Head of Sourcing and overseen
at Board level.
Transparency
Sosandar currently uses over 50 suppliers across multiple countries including Turkey, China, India,
Brazil, Romania and Spain.
We are increasing the number of strategic supplier relationships, ensuring a sustainable future for the
brand and our suppliers.
We have established a comprehensive ‘Code of Conduct’ which covers key areas of ethical and social
compliance, including child labour policies, which our suppliers must comply with.
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Annual Report 2021
STRATEGIC REPORT
For the year ended 31 March 2021
To further ensure transparency and compliance, independent audits are used such as SMETA (Sedex
Members Ethical Trade Audit) or BSCI (Business Social Compliance Initiative) ensuring our global
supply chain continues to comply with expected standards.
Our modern slavery policy will be available in full on our website from August 2021.
Partnership approach
We have established long-term, close-knit relationships with many of our suppliers, and aim to build
this with all new suppliers we work with, taking the time to ensure any new suppliers are the right fit
for us. We have an open and regular dialogue, interacting on a daily basis.
During the Covid-19 pandemic we have worked incredibly closely with our suppliers to manage the
challenges presented to both of us. Throughout the pandemic we worked with our suppliers to
manage stock intake in a way that worked for both parties. This collaborative way of working
guaranteed that our supply chain was protected for the future. More recently, both ourselves and
suppliers are seeing the benefit of this close relationship as our business scales and stock intake
increases significantly.
We would like to sincerely thank all our suppliers for their support over the last year. We look forward
to growing together with them going forward; sharing in each other’s success.
Clipper
Since we were established, we have outsourced our product storage, delivery and returns logistics to
Clipper, a leading retail logistics specialist. Clipper has become an important part of the Sosandar
family and have consistently adapted to ensure we receive the highest quality of service as we grow.
It is important to us to know that Clipper also has a clear focus on being a responsible business, with
a well-developed Corporate Social Responsibility programme, further details of which can be found
on its website at www.clippergroup.co.uk/people/csr
Throughout the pandemic we increased our dialogue with Clipper to make sure we were comfortable
with the health and safety measures in place on site. Its standards have been industry best practice
throughout, in line with government guidelines. It is the first logistics organisation to have been
accredited by the Good Business Charter.
Environmental Sustainability
Minimising the mark we leave on the world around us is a key imperative for Sosandar, and despite
our size we are dedicated to continually expanding our environmental activities.
We continue to scrutinise the raw materials and components used in our products to see how they
can be sourced and produced more sustainably.
We are well on the road to achieving our ambitions to:
• Source 100% of our cotton sustainably (including BCI approved and certified organic)
• To use 100% LWG approved and or ‘Real Grade’ accredited leather.
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Annual Report 2021
STRATEGIC REPORT
For the year ended 31 March 2021
Minimising waste
Whilst we operate in the fashion industry and always have new, products available, all of our clothing
and accessories are designed to be robust and long-lasting. Sosandar pieces are high-quality, made
from durable materials and with the quality necessary to last wear after wear.
In addition, we will be introducing guidance for our customers to look after their clothing, in order to
make each piece last as long as possible. If a customer feels they have reached the end of the road
with an item, we will be actively encouraging them to recycle, or give to charity, contributing to circular
fashion and avoiding landfill.
We are currently partnering with our supply chain to collate information on water usage and GHG
emissions, working closely with them to explore ways in which to save water and energy in the
manufacturing process. Whilst the majority of our product is currently transported into the UK using
air freight, we are actively working on increasing the proportion of items that we transport using sea
freight in order to further reduce our emissions.
Recycling
In January 2021, we switched most of our consumer packaging from cardboard boxes to Green PE
polythene bags made from a by-product of the sugar cane process. They are recyclable, carbon neutral
and sustainable. Moving forward, we are exploring the best method with which to roll out recycled
and/or recyclable packaging across the rest of our supply chain.
Excitingly, we are also trialling recycled polyester in our product range, with early feedback
encouraging.
Fabulous Sosandar
Our teams
Our team are the lifeblood of our business, and we are committed to providing them with a fair,
inclusive and rewarding place to work.
We have an open door, family friendly policy, and are very proud of our inclusive and open culture.
We support the learning and development of all our team members, allowing them to develop their
careers.
We are an equal opportunity employer, recruiting from a wide talent pool and we are determined to
ensure that no applicant or employee receives less favourable treatment. Promoting diversity and
inclusion across the business is very important to us.
The future
Running a responsible business is a continually evolving challenge, and we look to constantly develop
our actions in this area. We know that sustainability, already at the core of our business, must continue
to be at the forefront of our minds as we take each next step to grow Sosandar and expand our
influence.
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Annual Report 2021
STRATEGIC REPORT
For the year ended 31 March 2021
As we grow in size and scale as a company, we will further expand our activity, with an ambition to
increase the positive, lasting impact Sosandar has on the fashion industry.
Section 172 Statement
Section 172 of the Companies Act 2006 requires Directors to take into consideration the interests of
stakeholders in their decision making. They must make decision in good faith that they believe will
most likely promote the success of the Company for the benefit of its shareholders. In making these
decisions the Directors must consider, amongst other things:
Likely long term impact of their decisions
Interests of employees and the need to act fairly between members of the Company
•
•
• The reputation of the Company with customers and suppliers
• The community and environment in which the Company operates
Key Stakeholders
Employees
Shareholders
Suppliers
Customers
How we engage
As a small team of under 50 people, there is regular engagement on a daily
basis between all departments either in the office or using video
conferencing. Regular business wide updates are given through a variety of
channels with more formal updates via presentations around key events.
As an AIM listed business, we have a dedicated investor website with all key
information and RNS updates. We also conduct regular presentations with
investors, both institutional and retail around the time of key trading
updates. Presentations are made available online for those who did not
have the opportunity to attend in a live capacity.
We have a dedicated Head of Sourcing whose role it is to ensure ongoing
assessment and onboarding of new suppliers. In addition we have personal
relationships from all levels within our business across all our supply chain
and update each other through regular meetings and phone calls.
Our customers are at the heart of everything we do. We use email and
social platforms to update them about new products and regularly review
any feedback we received to understand how we can improve their
experience.
Significant events/decisions 2021
Event/Decision
COVID 19
Impact
Key
Stakeholders
All stakeholders
Actions & Impact
• COVID 19 and the subsequent UK lockdown created
unprecedented market conditions
• The business switched from growth strategy to cash
preservation with reduction in all discretionary
spend
• Some employees were on furlough for part of the
year. All staff returned to work from September
2020.
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Annual Report 2021
STRATEGIC REPORT
For the year ended 31 March 2021
All stakeholders
Agreements to
sell through
third party
retailer web
platforms
• Employees and suppliers were consulted around
safe working practices with most office staff
working from home and additional measures taken
by Clipper Logistics plc at our outsourced
warehouse
• Some employees were on furlough for part of the
•
year
Increased frequency of updates to shareholders to
provide up to date information on performance
• Communication with customers to update on
service changes and actions taken both on the
website and through email
• Agreements entered into with John Lewis and Next
to sell on their web platforms from August 2020
• An additional agreement was made with Marks and
Spencer to sell on their web platform which
launched March 2021
• All three retailers approached Sosandar to sell
•
•
through them which is a positive validation of the
Sosandar brand
Increase in brand awareness for Sosandar through
association with such well known UK retailers who
each have multi million number of e-commerce
customers
Increase in revenue and profitability as a result of
these agreements with accelerated economies of
scale
All stakeholders
• Development in the product range has been
Product range
development
Investment in
marketing
Shareholders,
customers
accelerated during the year as a primary response
to Covid-19
• Pre-pandemic a higher proportion of the product
mix was formal and work wear. Developments into
new product categories were already taking place
pre-pandemic and these were accelerated during
the year
• The product range available at the year end is
substantially more diverse than at the beginning of
the year with loungewear, activewear, denim,
knitwear all launched or enhanced during the year
•
Investment in marketing, specifically to acquire new
customers was postponed during the initial period
of the pandemic in order to preserve cash
• Customer acquisition activity recommenced in
September with a significant improvement on the
return on investment compared with the activities
of the previous year
• Data driven learnings were absorbed from the
previous year and incorporated into the current
year campaigns
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Annual Report 2021
STRATEGIC REPORT
For the year ended 31 March 2021
• Successful new customer acquisition resulted in
order to drive an increase in the database size
which in turn enables revenue to grow.
Brexit
All stakeholders
• There has been minimal impact as a consequence of
Brexit
• All of the revenue is derived from the UK, therefore
no issue on the ability to generate sales
• Product is manufactured across several countries
including within the EU however minimal impact
has been experienced
• Supply Chain partners have provided full support to
ensure product is not delayed whilst ensuring full
adherence to legislation in all countries where we
are active
Julie Lavington
Director
Date: 19 July 2021
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Annual Report 2021
BOARD OF DIRECTORS
Biographical details of the Directors
Bill Murray – Non-Executive Chairman
Bill Murray has extensive experience in the media industry, having spent 22 years until 2008 with
one of the largest independent media companies, Haymarket Media Group. Since the late 1990s he
has focused on the digital arena. He served as managing director of digital strategy at Haymarket
where he developed online business across the Haymarket Group and led a number of successful
launches and acquisitions.
Over the last 12 years, Bill has worked across a portfolio of digital, media and other commercial
organisations, providing strategic and commercial direction on both a non-executive and
consultancy basis.
He has been chairman of The Hollins Murray Group since 2009, a north west-based commercial
property group that now has a portfolio valued at more than £100 million. He chairs the board of
10ACT Ltd, trading as Trackback, a software company that provides lead follow-up and customer
experience improvement services to the automotive industry worldwide. Bill is also a director of
Jayess Assets Limited, Rothes Glen Ltd and Paragraph Publishing Ltd. Bill was founding chairman of
the UK Association of Online Publishers from 2002, a position he held for four years and was
chairman, then President of his beloved Camberley RFC between 2006 and 2014.
Bill has worked with the founders of Sosandar since early 2014, has assisted them with fundraising
and numerous aspects of bringing the business to life and has chaired the Sosandar Board since its
inception at the start of 2016.
Alison Hall – Co CEO and Founder
Former fashion magazine editor, Alison Hall, is co-founder and joint CEO of Sosandar.
Prior to founding Sosandar in 2015, Alison was editor of Look magazine. After its launch in 2007,
Alison helped it grow to become a leading fashion magazine title. Alison has been a highly influential
fashion editor, and has twice been awarded the Editor of the Year (Women's Magazines (weekly or
fortnightly)) accolade by the British Society of Magazine Editors. During her tenure at Look, Alison
designed successful clothing ranges for several of the UK's top retailers.
Alison started out her career as a newspaper journalist, before holding editor positions on magazine
brands such as Slimming, Bliss and More. She successfully implemented major relaunches of various
titles, creating growing businesses, reinvigorating the brands and increasing circulations. Alison has
also been a fashion contributor to both local and national radio and TV shows.
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Annual Report 2021
BOARD OF DIRECTORS
Julie Lavington – Co CEO and Founder
Former fashion magazine publishing director, Julie Lavington, is co-founder and joint CEO of
Sosandar.
In 2007, Julie launched Look magazine, a leading UK women's fashion publication. During her tenure,
Julie steered Look to have a multi-platform presence with a wide social media reach. She diversified
into producing successful Look branded clothing ranges with leading UK fashion retailers. Julie was
awarded the prestigious Publisher of the Year Award in 2010 by the Professional Publishers
Association. From August 2014, Julie was also publishing director of UK InStyle magazine a global
fashion brand published in 17 countries worldwide.
Prior to her role at Look and InStyle, Julie was publishing director of the TV portfolio at H. Bauer
from 2001 to 2006, where she took TV Choice from fledgling brand to market leader. She has also
held publishing roles on numerous women's brands, including Marie Claire, after starting her career
in advertising sales following a modern languages degree at Durham University.
Stephen Dilks – Chief Financial Officer
Steve joined Sosandar from Regatta, the outdoor apparel business in September 2020 as Finance
Director and was appointed Chief Financial Officer in May 2021 . Steve is CIMA qualified and has a
broad skillset gained across a number of roles in highly complex organisations with a blend of
financial, commercial and strategic experience.
During his eleven years at Regatta, the last four as Finance Director, Steve supported the Group’s
consistent double-digit growth across multiple brands, countries and channels including wholesale,
own retail, concessions and online. He was also the finance lead for several key strategic projects
including the Group's Brexit planning and the implementation of group wide new IT systems.
Prior to his tenure at Regatta, Steve held a broad range of financial and commercial roles in retail
and FMCG organisations including Kraft Foods and The Co-Operative Group.
Mark Collingbourne – Non-Executive Director
Mark is a qualified accountant with significant experience in financial management, particularly in the
area of publicly quoted companies. He has dealt with all aspects of Plc development from bringing
small companies to flotation to supervising the on-going accountancy and ensuring the good
governance of international businesses.
During his ten-year tenure with ViaLogy Plc (now Yourgene Health Plc), Mark was a key member of
the team that arranged its transformation from a private US organisation to an AIM company, via a
merger with Original Investments Plc. He also played a major part in arranging the financial details of
ViaLogy's restructuring.
Previously, after periods with ITV Network Centre and Mechanical Copyright Protection Society
Limited, Mark was appointed Finance Director of Curtis Brown Group Limited, one of the UK's leading
literary agencies, in 1996, where he managed the financial implications of the management buyout in
2001.
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Annual Report 2021
BOARD OF DIRECTORS
Mark is currently chief finance officer of Optibiotix Health Plc and also holds board positions on a
number of small private companies.
Adam Reynolds – Non-Executive Director
Adam began his career in the City in 1980 with stockbrokers Rowe Rudd. He later joined Public
Relations business Basham & Coyle heading their Investor Relations Division. In 2000, he established
his own PR/IR and Corporate Finance firm, which listed on AIM in November 2000 and was then sold
in 2004.
Adam was approached in 2005 to become non-executive chairman of International Brand Licensing
Plc. In 2009, Adam brought David Evans and Julian Baines - the two leading diabetes specialists in the
UK - into the company and the business changed direction. Today it is known as EKF Diagnostics Plc.
Adam is a non-executive director and a shareholder.
In 2012, Adam was introduced to Autoclenz Plc through an institutional fund manager. In November
2012, Adam launched a successful agreed bid with the management for the business to be taken
private. Adam is a director and shareholder of this business.
Nick Mustoe - Non Executive Director
Nick started his career in 1981 working in London advertising agency Foote Cone and Belding
followed by nine years at Lowe Howard Spink. In that time Nick worked across many clients including
Tesco, Heineken, Whitbread, Vauxhall, Wicks, Weetabix, Bauer Publishing and Hanson Group
Companies.
Nick started his own agency, Mustoes Merriman Levy, in 1993, which he ran as an independent
agency for 15 years, with a brief period under the ownership of Japanese multi-national Hakuhodo.
During this time the agency managed clients including Kia Cars, Lloyds Pharmacy, Doctor Marten,
Bauer Publishing, Coca Cola and Unilever.
In 2008, Mustoes Merriman Levy merged with a leading PR agency Geronimo to form Kindred, a
creative PR agency. Nick subsequently led an MBO of Kindred in 2010 and continues to lead the
company as the Chairman.
Nick is also the Chairman of Big Sofa Technologies Group Ltd and Starlight Children's Foundation and
a non-executive director of Yourgene Health Plc.
Andrew Booth - Non-Executive Director
Andrew is a 20-year digital marketing veteran working with hypergrowth companies, starting with
gettyimages in 1999 developing his career throughout the rise from AIM to Nasdaq, to NYSE
becoming Vice President of Marketing.
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BOARD OF DIRECTORS
Following the sale of gettyimages in 2008 for $2.4BN to Hellman and Friedman, Andrew joined Time
Out as group marketing director leading the migration of digital with the customers and growth of
the worldwide brand. Thereafter becoming chief marketing officer for the Hut Group spanning all
brands, all customer facing activity globally, in 2014 Andrew joined Lateooms.com, part of TUI Plc as
chief marketing officer / chief revenue officer remaining on until its sale.
Andrew remains within the plural environment focused on brands that are utilising technology to
significantly grow the customer relationship.
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Annual Report 2021
GROUP DIRECTORS’ REPORT
The Directors present their report and the consolidated financial statements for the year ended 31
March 2021.
Results and dividends
The Group loss after tax for the year ended 31 March 2021 amounts to £3.10m (2010: £7.81m). The
Directors are not recommending payment of a final dividend for the year (2010: £nil).
Directors
The Directors who served on the Board during the year and to the date of this report are as follows:
Alison Hall
Julie Lavington
Stephen Dilks (appointed 5th May 2021)
Bill Murray
Nicolas Mustoe
Adam Reynolds
Mark Collingbourne
Andrew Booth
Substantial shareholdings
As at 29 June 2021 the following held 3% or more of the share capital of the Company:
No of shares at
% Issued
Rank Shareholder
29 June 2021
1
2
3
4
5
6
7
8
Octopus Investments (London)
Lombard Odier Asset Mgmt
Canaccord Genuity Wealth Mgmt
Hargreaves Lansdown Asset Mgt
Amati Global Investors
Schroder Investment Mgt
EdenTree Investment Mgmt
Interactive Investor
27,961,226
22,316,563
18,823,431
16,386,901
12,480,000
11,592,193
9,432,235
8,865,362
Based on 221,108,332 ordinary shares on 28 June 2021.
Capital
12.65%
10.09%
8.51%
7.41%
5.64%
5.24%
4.27%
4.01%
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Annual Report 2021
GROUP DIRECTORS’ REPORT
As at 31 March 2021 the following held 3% or more of the share capital of the Company:
No of shares at
% Issued
Rank Shareholder
31 March 2020
1
2
3
4
5
6
7
8
Octopus Investments (London)
Hargreaves Lansdown Asset Mgt
Lombard Odier Asset Mgmt
Amati Global Investors
Canaccord Genuity Wealth Mgmt
Cazenove Capital Mgmt
EdenTree Investment Mgmt
Interactive Investor Trading
23,076,693
14,159,887
13,776,091
12,480,000
12,232,000
9,927,325
7,500,000
6,685,104
Based on 192,269,122 ordinary shares on 31 March 2021.
Capital
12.00%
7.36%
7.17%
6.49%
6.36%
5.16%
3.90%
3.48%
Corporate governance
The Directors recognise the importance of robust corporate governance and, following Admission,
have undertaken to take account of the requirements of the QCA Guidelines to the extent that they
consider it appropriate, having regard to the Company's size, board structure, stage of development
and resources.
The QCA Guidelines recommend that the Board of Directors should include a balance of Executive and
Non-Executive Directors, such that no individual or small company of individuals can dominate the
board's decision taking.
The Company holds regular Board meetings and the Directors will be responsible for formulating,
reviewing and approving the Company's strategy, budget and major items of capital expenditure. The
Directors have, established an Audit Committee, a Nomination Committee, a Disclosure Committee
and a Remuneration Committee with formally delegated rules and responsibilities.
Remuneration Committee
The Remuneration Committee, which comprises Nick Mustoe (chairman), Adam Reynolds and Bill
Murray, meet twice each year. The Committee is responsible for the review and recommendation of
the scale and structure of remuneration for senior management, including any bonus arrangements
or the award of share options with due regard to the interests of the Shareholders and the
performance of the Company.
Audit Committee
The Audit Committee, comprises Bill Murray (chairman), Adam Reynolds and Nick Mustoe, meet twice
a year. The committee is responsible for making recommendations to the Board on the appointment
of auditors and the audit fee and for ensuring that the financial performance of the Company is
properly monitored and reported. In addition, the Audit Committee received and reviewed reports
from management and the auditors relating to the interim report, the Annual Report and Accounts
and the internal control systems of the Company.
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Annual Report 2021
GROUP DIRECTORS’ REPORT
Nomination Committee
The Nomination Committee, comprises Adam Reynolds (chairman), Bill Murray and Nick Mustoe,
meet at such times and frequency as necessary. The Nomination Committee monitor the size and
composition of the Board and the other Board Committees and are responsible for identifying suitable
candidates for Board membership.
Disclosure Committee
The Disclosure Committee, which comprises Nick Mustoe (chairman), Bill Murray and Adam Reynolds,
meet at such times as shall be necessary or appropriate to discharge its obligations and comply with
applicable law and regulation. The Committee is responsible for overseeing the Company's compliance
with its obligations under the Market Abuse Regulation and the AIM Rules for Companies in relation
to the disclosure of inside information and price sensitive information.
Introduction
The Board of Sosandar Plc seeks to follow best practice in corporate governance as appropriate for a
company of our size, nature and stage of development. As a public company listed on AIM, we are
cognisant of the trust placed in the Board by institutional and retail investors, employees and other
stakeholders. We recognise the importance of an effectively operating corporate governance
framework.
The Board has adopted the principles of the 2018 Quoted Companies Alliance Corporate Governance
Code - (the QCA Code) to support the Company's governance framework. The Directors acknowledge
the importance of the ten principles set out in the QCA Code and this statement briefly sets out how
we currently comply with the provisions of the QCA Code. The Board considers that it does not depart
from any of the principles of the QCA code.
Principle
How we comply with the QCA Code in this area
1. Establish a strategy and business model which promote long-term value for shareholders
Sosandar intends to build long-term shareholder value by targeting an underserved market of women
looking for trend-led, affordable, quality clothing with a premium aesthetic. We design and
manufacture clothing and footwear for all occasions with fashion forward styles designed to flatter.
Our strategy is to build a loyal customer base, focusing on customer growth and retention, by taking
advantage of the increasing convergence of e-commerce and media.
2. Seek to understand and meet shareholder needs and expectations
The Company recognises the importance of engaging with its shareholders and reports formally to
them when its full-year and half-year results are published.
The Board also seeks to engage with shareholders to understand their needs and expectations,
primarily through meetings with the Executive Directors, both individually as required (this mainly
applies to institutional investors and/or those with significant shareholdings) and at Annual General
Meetings, at which all shareholders are welcome.
The Joint CEOs and Executive Directors regularly present at private investment events during the year.
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Annual Report 2021
GROUP DIRECTORS’ REPORT
Investors may contact the Company directly through the investor enquiries email address noted on
the Company's website sosandar@almapr.co.uk. Investors may also receive Investor Email Alerts from
the Company by signing up at http://www.sosandar-ir.com/content/investors/alert.asp
3. Take into account wider stakeholder and social responsibilities and their implications for long-term
success
We recognise that we are responsible not only to our shareholders and employees, but to a wider
group of stakeholders (including, inter alia, our customers and suppliers) and the communities in
which we operate.
Sosandar Plc is committed to the highest standards of corporate social responsibility in its activities,
as outlined in more detail in the annual report and accounts.
Suppliers
We outsource manufacturing to over 50 subcontractors around the world including Turkey. China,
India, Brazil, Romania and Spain. All suppliers are asked to confirm they adhere to the ethical trade
guidelines. The breadth of strong supplier relationships mitigates the risk of over reliance on a small
number of specific contacts. The output from suppliers is regularly reviewed to ensure continued
success.
Customers
We provide frequent new product ranges to ensure constant newness for our customers. Our in-house
designers react quickly to changing customer demand to ensure the Company is on the cutting edge
of fashion, while tailoring garments to fit customers.
4. Embed effective risk management, considering both opportunities and threats, throughout the
organisation
The Board has identified what we believe to be a sensible approach to risk management for a company
of our size.
We outline the Company's approach to risk management and the principal risks we face, along with
what we do to mitigate those risks, in detail on pages 11 to 13 of our Annual Report and Accounts.
The Company receives regular feedback from its external auditors on the state of its risk management
and internal controls.
This area is subject to regular review as our business and the risks we face evolve.
5. Maintain the board as a well-functioning, balanced team led by the chair
The Board includes a balance of Executive and Non-Executive Directors, with four Non-Executive
Directors compared to three Executive Directors.
The Board's activities are supported by Nomination, Audit and Remuneration Committees.
All the Directors have appropriate skills and experience for the roles they perform at the Company,
including as members of Board Committees.
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Annual Report 2021
GROUP DIRECTORS’ REPORT
Directors are subject to re-election at least every three years in accordance with the Articles of
Association.
The Company is satisfied that the current Board is sufficiently resourced to discharge its governance
obligations on behalf of all stakeholders and will consider the requirement for additional Non-
Executive Directors as the Company fulfils its growth objectives.
6. Ensure that between them the Directors have the necessary up-to-date experience, skills and
capabilities
The Board currently comprises three Executive and four Non-Executive Directors with an appropriate
balance of sector, financial and public market skills and experience.
More details of the skills and experience of the Directors are provided in the Annual Report and
Accounts as well as the website.
The experience and knowledge of each of the Directors gives them the ability to constructively
challenge the strategy and to scrutinise performance.
The Board has access to external advisors where necessary.
The Board and Committees receive training as appropriate. In particular, the members of the Audit
Committee receive technical updates from the Company's external auditors to keep them abreast of
the latest accounting, auditing, tax and reporting developments.
The Directors also receive regular briefings and updates from the Company's NOMAD in respect of
continued compliance with, inter alia, the AIM Rules and the Market Abuse Regulation.
7. Evaluate board performance based on clear and relevant objectives, seeking continuous
improvement
Evaluation of the performance of the Company's Board has historically been implemented in an
informal manner.
The Nomination Committee formally reviews and considers the performance of each Director at or
around the time of publication of the Company's Annual Report.
The review looks at Director performance during the year, which includes but is not limited to:
financial targets; adherence to Company policies, effectiveness of management as well as attendance
and contribution at Company meetings.
On an ongoing basis, Board members maintain a watching brief to identify relevant internal and
external candidates who may be suitable additions to or backup for current Board members.
8. Promote a corporate culture that is based on ethical values and behaviours
The Board believes that the promotion of a corporate culture based on sound ethical values and
behaviours is essential to maximise shareholder value.
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Annual Report 2021
GROUP DIRECTORS’ REPORT
The Company carefully assesses each of the companies it works with to ensure the requisite standards
and values are in place. All new suppliers must confirm in writing that they adhere to the Ethical
Trading Initiative base code www.ethicaltrade.org/eti-base-code.
The Company's policies set out its zero tolerance approach towards any form of modern slavery,
discrimination or unethical behaviour relating to bribery, corruption or business conduct.
9. Maintain governance structures and processes that are fit for purpose and support good decision-
making by the board
The roles and responsibilities of specific Directors and Board Committees are available on our website.
The Board meets formally at least six times per year.
Each Committee has terms of reference outlining the specific responsibilities delegated to it.
The terms of reference of each Committee can be found on in the corporate governance section of
the Company website.
The appropriateness of the Board's structures and processes are reviewed through the ongoing
evaluation process by the Nomination Committee, which will evolve in parallel with the Company's
objectives, strategy and business model as the Company develops.
10. Communicate how the company is governed and is performing by maintaining a dialogue with
shareholders and other relevant stakeholders
The Company communicates progress throughout the year through Regulatory News Service
announcements and in more detail in its interim financial statements and Annual Report and
Accounts. All historical Annual Reports and other governance related material, including notices of all
general meetings, since the Company's formation, are available on the Company's website.
Results of shareholder votes are made public on the Company's website after the meetings concerned.
Directors’ remuneration
The Company operates a remuneration policy with the remuneration committee taking
responsibility for all matters relating to Executive, Non-Executive and Senior Management.
Executive Directors
The remuneration policy on executive director remuneration is designed to ensure that there is
alignment between shareholder and executive interests. The desire to sufficiently retain and
motivate the executive is achieved through a combination of a competitive base salary and long
term incentives.
Basic Salary
The remuneration committee review basic salaries annually. Given the impact of Covid-19 it was
agreed to delay the review of Executive Directors’ basic salaries in 2020. The next salary review will
be in 2021 assuming the restrictions due to the pandemic have started to lift at the time of the next
Sosandar plc
P a g e | 29
Annual Report 2021
GROUP DIRECTORS’ REPORT
review. The basic salaries for Julie Lavington and Alison Hall therefore remained at £145,800 for the
year.
Annual Bonus
Currently there are no short term bonus plans in place however this remains under review by the
remuneration committee.
Pension
The Group operates a defined contribution pension scheme which is available to all employees
following successful completion of the probationary period. The assets of the scheme are held
separately from those of the Group in independently administered funds. The pension contributions
made to Julie Lavington and Alison Hall during the year ending 31 March 2021 was 8per cent of basic
salary.
Long Term Incentive Plan
The Executive Directors have been granted share options in previous years in order to further align
their interests with those of shareholders. The share options granted will vest at various future
dates based on agreed commercial criteria and are detailed in the table on page 30.
Non-Executive Directors
The remuneration policy on Non-Executive Director remuneration is determined by the
Remuneration Committee. The remuneration is set according to the level of contribution, relevant
experience and specialist knowledge. During FY 2021 the Non-Executive agreed to a 20 per cent
reduction in their remuneration due to the impact of the pandemic. This will be reviewed in FY
2022.
The Directors of the Company held the following beneficial interests in the shares and share options
of Sosandar Plc at 31 March 2021 and 31 March 2020:
31 March 2020 and 31
March 2021
Alison Hall
Julie Lavington
Nicholas Mustoe
Adam Reynolds
Mark Collingbourne
Bill Murray
Share Options
Ordinary
shares of
0.01p each
5,309,343
5,309,343
4,905,981
2,408,162
928,919
345,107
Ordinary
shares of
0.01p each
8,400,000
8,400,000
400,000
800,000
400,000
400,000
Option
exercise
Price £
0.151
0.151
0.151
0.151
0.151
0.151
Share based
payment P&L
charge
72,767
72,767
3,465
6,930
3,465
3,465
Expiry
03/11/2027
03/11/2027
03/11/2027
03/11/2027
03/11/2027
03/11/2027
Further details with regards to Executive and Non-Executive remuneration is detailed in note 6.
Sosandar plc
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Annual Report 2021
GROUP DIRECTORS’ REPORT
Going concern
After making appropriate enquires, the Directors consider that the Group and Company has adequate
resources to continue in operational existence for the foreseeable future. As part of their enquiries
the Directors have reviewed cash forecasts for the Group and Company’s operations for the 12 months
from the date of approval of the financial statements. The Group and Company has adequate cash to
cover its corporate overheads and management costs over this year but management continues to
monitor these costs and manage cashflows. Refer to note 2 for further information.
Events after the reporting period
Further information on events after the reporting period is set out in note 24.
Principal risks and uncertainties
The principal risks and uncertainties of the business are discussed in the Strategic Report and in note
23.
Overseas branches
The Company has no overseas branches.
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Annual Report 2021
GROUP DIRECTORS’ REPORT
Directors' responsibilities
The Directors are responsible for preparing the Group Directors' Report and financial statements in
accordance with applicable law and International Financial Reporting Standards.
Company law requires the Directors to prepare financial statements for each financial period. Under
that law the Directors have elected to prepare the financial statements in accordance with
International Financial Reporting Standards as adopted for use in the European Union that give a true
and fair view of the state of the affairs of the Group and the Company and of the profit or loss of the
Group for that period.
In preparing these financial statements the Directors are required to:
•
select suitable accounting policies and apply them consistently;
• make judgements and estimates that are reasonable and prudent;
•
state whether the Group and Company financial statements have been prepared in
accordance with IFRS as adopted by the European Union, subject to any material departures
disclosed and explained in the financial statements; and
• prepare the financial statements on the going concern basis unless it is inappropriate
to presume that the Group and Company will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and
explain the Group’s and Company’s transactions and disclose with reasonable accuracy at any time
the financial position of the Group and Company and to enable them to ensure that the financial
statements comply with the Companies Act 2006. They are also responsible for safeguarding the
assets of the Group and Company and hence for taking reasonable steps for the prevention and
detection of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of the corporate and financial
information included on the Company’s website.
Auditors
The Board intend to consider Jeffreys Henry LLP for re-appointment as auditors of the Group and
Company.
Disclosure of information to the auditors
At the date of approving this report, each Director confirms that, so far as that he is aware, there is no
relevant audit information of which the Group and Company’s auditors are unaware and she/he has
taken all the steps that he ought to have taken as a Director in order to make her/himself aware of
any relevant audit information and to establish that the Group and Company’s auditors are aware of
that information.
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Annual Report 2021
GROUP DIRECTORS’ REPORT
For and on behalf of the Board:
Julie Lavington
Director
Date: 19 July 2021
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Annual Report 2021
INDEPENDENT AUDITORS’ REPORT
Independent auditor’s report to the members of Sosandar Plc for the year ended 31 March 2021
Opinion
We have audited the financial statements of Sosandar Plc (the ‘parent Company’) and its subsidiaries
(the ‘Group’) for the year ended 31 March 2021 which comprise the consolidated statement of income
and other comprehensive income, the consolidated and parent Company statements of financial
position, the consolidated and parent Company statements of cash flows, the consolidated and parent
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 the
preparation of the Group financial statements is applicable law and International Financial Reporting
Standards (IFRSs) as adopted by the European Union. The financial reporting framework that has been
applied in the preparation of the parent Company financial statements is applicable law and
International Financial Reporting Standards (IFRSs) as adopted by the European Union, 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 31 March 2021 and of the Group’s loss for the year then ended;
the Group financial statements have been properly prepared in accordance with IFRSs as
adopted by the European Union;
the parent Company financial statements have been properly prepared in accordance with
IFRS’s as adopted by the European Union 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 Auditor’s
responsibilities for the audit of the financial statements section of our report. We are independent of
the Company in accordance with the ethical requirements that are relevant to our audit of the financial
statements in the UK, including the FRC’s Ethical Standard as applied to listed entities, and we have
fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the
audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the director's use of the going concern
basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the
directors’ assessment of the entity’s ability to continue to adopt the going concern basis of accounting
included reviews of expected cash flows for a period of 12 months, to determine expected cash
outflow, which was compared to the liquid assets held in the entity.
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 ability
to continue as a going concern for a period of at least twelve months from when the financial
statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are
described in the relevant sections of this report.
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Annual Report 2021
INDEPENDENT AUDITORS’ REPORT
Our approach to the audit
As part of designing our audit, we determined materiality and assessed the risks of material
misstatement in the financial statements. In particular, we looked at where the Directors made
subjective judgements, for example in respect of significant accounting estimates that involved making
assumptions and considering future events that are inherently uncertain. As in all of our audits we also
addressed the risk of management override of internal controls, including evaluating whether there
was evidence of bias by the Directors that represented a risk of material misstatement due to fraud.
How we tailored the audit scope
We tailored the scope of our audit to ensure that we performed enough work to be able to give an
opinion on the financial statements as a whole, taking into account the structure of the Group and the
Company, the accounting processes and controls, and the industry in which they operate.
The Group financial statements are a consolidation of two reporting units, comprising the Group’s
operating businesses and holding companies.
We performed audits of the complete financial information of Sosandar Plc and Thread 35 Ltd
reporting units, which were individually financially significant and accounted for 100% of the Group’s
revenue and 100% of the Group’s absolute loss before tax (i.e. the sum of the numerical values without
regard to whether they were profits or losses for the relevant reporting units). We also performed
specified audit procedures over account balances and transaction classes that we regarded as material
to the Group at two reporting units.
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. This is not a complete list of all risks identified by our audit.
Key audit matter
Valuation of inventory
The Group held £2,865,861 of inventory as at 31
March 2021
including
provisions totalling £665,750 (2020: £394,979)
and returns provision.
(2020: £3,809,504)
The provisioning policy is driven by margin
rather than age of stock. The key assumptions
driving the inventory provision are the net
realisable value expected to be achieved on sale,
and the saleability of older stock lines.
the
provision
How our audit addressed the key audit matter
We have understood the methodology used to
and
inventory
calculate
determined it was consistent with that applied
in the prior year.
We reconciled the inventory values used in the
provision to the general ledger.
As part of our work, we reviewed the
calculations for arithmetical accuracy and for a
sample of items compared NRV inputs to prices
latest sale
available on the website, and
information.
We recalculated the provision based on the
for
inputs, assessed the underlying data
some
appropriateness, and
performed
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Annual Report 2021
INDEPENDENT AUDITORS’ REPORT
Carrying value of investments
The Company has investments in the subsidiary
of £6,281,618 (2020: £6,281,618).
Management have provided cash flow forecasts
and performed impairment reviews relating to
the investments and loans.
Management’s assessment of the recoverable
amount of investments within the subsidiary
requires estimation and
judgement around
assumptions used, including the cash flows to be
generated from continuing operations. Changes
to assumptions could lead to material changes in
the estimated recoverable amount, impacting
the value of investment in the subsidiary and
possible
inter-company
balance.
impairment of the
sensitivity analysis to assess whether there was
risk of material misstatement of the provision.
A sense check of the provision was undertaken
by reviewing slower moving stock items for
unprovided balances. We did not identify any
significant omissions.
have
We have reviewed the carrying value of the
investments, and considered
the current
position of the subsidiary, the future outlook
and forecasts prepared by management.
We have assessed the cash flow forecasts and
impairment reviews provided. The methodology
and assumptions used by management have
been evaluated, and deemed reasonable.
Company’s
considered
We
assessments, and the results of audit work
conducted on
any
the
unrecognised indicators of impairment.
We have assessed the appropriateness and
applicability of the discount rate applied to the
current business performance;
We have confirmed that any adverse change in
key assumptions would not materially increase
the impairment loss.
subsidiary
the
for
Our application of materiality
The scope of our audit was influenced by our application of materiality. We set certain quantitative
thresholds for materiality. These, together with qualitative considerations, helped us to determine the
scope of our audit and the nature, timing and extent of our audit procedures on the individual financial
statement line items and disclosures and in evaluating the effect of misstatements, both individually
and in aggregate on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a
whole as follows:
Overall materiality
How we determined it
Rationale for
benchmark applied
Group financial statements
£155,000 (2020: £366,000)
5% of net loss before tax
We believe that loss before tax
is a primary measure used by
shareholders in assessing the
performance of the Group.
Company financial statements
£93,000 (2020: £36,000)
1% gross assets (2020: 10%
adjusted profit before tax)
As the nature of the Company
is that of a holding company,
gross asset values are a
representation of its size of the
Company; and is a generally
accepted auditing benchmark.
Sosandar plc
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Annual Report 2021
INDEPENDENT AUDITORS’ REPORT
For each component in the scope of our Group audit, we allocated a materiality that is less than our
overall Group materiality. The range of materiality allocated across components was between £93,000
and £129,000.
We agreed with the Audit and Risk Committee that we would report to them misstatements identified
during our audit above £7,600 (Group audit) (2020: £18,300) and £4,650 (Company audit) (2020:
£1,800) as well as misstatements below those amounts that, in our view, warranted reporting for
qualitative reasons.
Other information
The Directors are responsible for the other information. The other information comprises the
information included in the Annual Report, other than the financial statements and our auditor’s
report thereon. Our opinion on the financial statements does not cover the other information and,
except to the extent otherwise explicitly stated in our report, we do not express any form of assurance
conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with
the financial statements or our knowledge obtained in the audit or otherwise appears to be materially
misstated. If we identify such material inconsistencies or apparent material misstatements, we are
required to determine whether there is a material misstatement in the financial statements or a
material misstatement of the other information. If, based on the work we have performed, we
conclude that there is a material misstatement of this other information, we are required to report
that fact. We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
•
•
the information given in the Strategic Report and the Directors’ Report for the financial year
for which the financial statements are prepared is consistent with the financial statements;
and
the Strategic Report and the Directors’ Report have been prepared in accordance with
applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Group and parent Company and its
environment obtained in the course of the audit, we have not identified material misstatements in the
Strategic Report or the Directors’ Report.
We have nothing to report in respect of the following matters in relation to which the Companies Act
2006 requires us to report to you if, in our opinion:
•
•
adequate accounting records have not been kept by the parent Company, or returns adequate
for our audit have not been received from branches not visited by us; or
the parent Company financial statements are not in agreement with the accounting records
and returns; or
certain disclosures of Directors’ remuneration specified by law are not made; or
•
• we have not received all the information and explanations we require for our audit.
Sosandar plc
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Annual Report 2021
INDEPENDENT AUDITORS’ REPORT
Responsibilities of directors
As explained more fully in the Directors’ responsibilities statement set out on page 32, 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
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.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole
are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report
that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee
that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when
it exists. Misstatements can arise from fraud or error and are considered material if, individually or in
the aggregate, they could reasonably be expected to influence the economic decisions of users taken
on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined above, to detect material misstatements in
respect of irregularities, including fraud. The extent to which our procedures are capable of detecting
irregularities, including fraud is detailed below.
The extent to which the audit was considered capable of detecting irregularities including fraud
Our approach to identifying and assessing the risks of material misstatement in respect of
irregularities, including fraud and non-compliance with laws and regulations, was as follows:
•
the senior statutory auditor ensured the engagement team collectively had the appropriate
competence, capabilities and skills to identify or recognise non-compliance with applicable
laws and regulations;
• we focused on specific laws and regulations which we considered may have a direct material
effect on the financial statements or the operations of the company.
• we assessed the extent of compliance with the laws and regulations identified above through
•
making enquiries of management and inspecting legal correspondence; and
identified laws and regulations were communicated within the audit team regularly and the
team remained alert to instances of non-compliance throughout the audit.
We assessed the susceptibility of the company’s financial statements to material misstatement,
including obtaining an understanding of how fraud might occur, by:
• making enquiries of management as to where they considered there was susceptibility to
•
fraud, their knowledge of actual, suspected and alleged fraud;
considering the internal controls in place to mitigate risks of fraud and non-compliance with
laws and regulations.
To address the risk of fraud through management bias and override of controls, we:
Sosandar plc
P a g e | 38
Annual Report 2021
INDEPENDENT AUDITORS’ REPORT
•
•
•
•
performed analytical procedures to identify any unusual or unexpected relationships;
tested journal entries to identify unusual transactions;
assessed whether judgements and assumptions made in determining the accounting
estimates set out in Note 1 were indicative of potential bias;
investigated the rationale behind significant or unusual transactions.
In response to the risk of irregularities and non-compliance with laws and regulations, we designed
procedures which included, but were not limited to:
agreeing financial statement disclosures to underlying supporting documentation;
•
reading the minutes of meetings of those charged with governance;
•
enquiring of management as to actual and potential litigation and claims;
•
• Obtaining confirmation of compliance from the company’s legal advisors.
There are inherent limitations in our audit procedures described above. The more removed that laws
and regulations are from financial transactions, the less likely it is that we would become aware of
non-compliance. Auditing standards also limit the audit procedures required to identify non-
compliance with laws and regulations to enquiry of the directors and other management and the
inspection of regulatory and legal correspondence, if any.
Material misstatements that arise due to fraud can be harder to detect than those that arise from
error as they may involve deliberate concealment or collusion. A further description of our
responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s
website at:
www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Other matters which we are required to address
The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the Group or the
parent Company and we remain independent of the Group and the parent Company in conducting our
audit.
Our audit opinion is consistent with the additional report to the Audit Committee.
Use of this report
This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part
16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the
Company’s members those matters we are required to state to them in an auditor’s report and for no
other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to
anyone other than the Company and the Company’s members as a body, for our audit work, for this
report, or for the opinions we have formed.
Sanjay Parmar (Senior Statutory Auditor)
For and on behalf of Jeffreys Henry LLP (Statutory Auditors)
Finsgate
5-7 Cranwood Street
London EC1V 9EE
19 July 2021
Sosandar plc
P a g e | 39
Annual Report 2021
CONSOLIDATED STATEMENT OF INCOME AND OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2021
Revenue from contracts with customers
Operational costs
Gross profit
Other operating income
Administrative expenses
Share-based payment
Depreciation and amortisation
Operating loss
Finance income
Finance costs
Loss on ordinary activities before taxation
Tax on loss on ordinary activities
Loss for the year
Other comprehensive income
Total comprehensive loss for the period
Notes
3
18
10,11
5
6
8
Year ended
31 March
2021
£’000
12,163
(6,319)
5,844
135
(8,729)
(175)
(163)
(3,088)
-
(10)
Year
ended 31
March
2020
£’000
9,027
(4,646)
4,381
-
(11,662)
(375)
(151)
(7,807)
3
(10)
(3,098)
(7,814)
-
(3,098)
-
(3,098)
-
(7,814)
-
(7,814)
Loss per share:
Loss per share – basic and diluted, attributable to
ordinary equity holders of the parent (pence)
9
(1.61)
(5.14)
The notes on pages 47 to 68 form part of these financial statements.
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Annual Report 2021
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2021
Assets
Non-current assets
Intangible assets
Property, plant and equipment
Total non-current assets
Current assets
Inventories
Trade and other receivables
Cash and cash equivalents
Total current assets
Total assets
Equity and liabilities
Equity
Share capital
Share premium
Capital Reserves
Other reserves
Reverse acquisition reserve
Retained earnings
Total equity
Current liabilities
Trade and other payables
Lease liability
Total current liabilities
Non current liabilities
Lease liability
Total non current liabilities
Total liabilities
Total equity and liabilities
Notes
10
11
12
15
16
17
17
19
20
21
21
As at
31 March
2021
£’000
As at 31
March
2020
£’000
198
165
363
198
282
480
2,866
728
3,928
7,522
7,885
3,810
1,001
5,333
10,144
10,624
192
41,592
4,648
657
(19,596)
(22,512)
4,981
192
41,592
4,648
482
(19,596)
(19,414)
7,904
2,855
49
2,904
2,594
77
2,671
-
-
49
49
2,904
7,885
2,720
10,624
The financial statements were approved and authorised for issue by the Board of Directors on 20 July
2021 and were signed on its behalf by:
Julie Lavington
Director
Company Number: 05379931
The notes on pages 47 to 68 form part of these financial statements.
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Annual Report 2021
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2021
Cash flows from operating activities
Group loss for the period
Share based payments
Depreciation and amortisation
Finance costs
Working capital adjustments:
Change in inventories
Change in trade and other receivables
Change in trade and other payables
Net cash flow from operating activities
Cash flow from investing activities
Addition of property, plant and equipment
Addition of intangibles
Bank interest paid
Bank interest received
Net cash flow from investing activities
Cash flow from financing activities
Net proceeds from issue of equity instruments
Lease payment
Net cash flow from financing activities
Notes
18
10, 11
6
5
Year
ended 31
March
2021
£’000
(3,098)
175
163
10
944
273
261
(1,272)
(34)
(12)
(5)
-
(51)
-
(82)
(82)
Year ended
31 March
2020
£’000
(7,814)
375
151
7
(2,773)
(635)
1,614
(9,075)
(129)
-
-
3
(126)
10,965
(76)
10,889
Net change in cash and cash equivalents
(1,405)
1,688
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
16
16
5,333
3,928
3,645
5,333
The notes on pages 47 to 68 form part of these financial statements.
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Annual Report 2021
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2021
Share
capital
Share
premium
Reverse
acquisition
reserve
Capital
redemption
reserve
Retained
earnings
Notes
£’000
£’000
£’000
£’000
£’000
116
-
-
76
-
192
-
-
-
-
192
30,703
-
-
11,924
(1,035)
41,592
-
-
-
-
41,592
(19,596)
-
-
-
-
(19,596)
-
-
-
-
(19,596)
18
17
17
4,648
-
-
-
-
4,648
-
-
-
-
4,648
(11,600)
(7,814)
-
-
-
(19,414)
(3,098)
-
-
-
(22,512)
Share
based
payment
reserve
£’000
107
-
375
-
-
482
-
175
-
-
657
Total
£’000
4,378
(7,814)
375
12,000
(1,035)
7,904
(3,098)
175
-
-
4,981
Sosandar PLC
Balance at 31 March 2019
Loss for the year
Share-based payments
Issue of share capital
Costs on issue of share capital
Balance at 31 March 2020
Loss for the year
Share-based payments
Issue of share capital
Costs on issue of share capital
Balance at 31 March 2021
Share capital is the amount subscribed for shares at nominal value.
Share premium represents the excess of the amount subscribed for share capital over the nominal value of those shares net of share issue expenses.
Share based payments reserve relate to the charge for share-based payments in accordance with International Financial Reporting Standard 2.
Retained earnings represent the cumulative loss of the Group attributable to equity shareholders.
Reverse acquisition reserve relates to the effect on equity of the reverse acquisition of Thread 35 Limited.
Capital redemption reserve represents the aggregate nominal value of all the deferred shares repurchased and cancelled by the Company. The reserve is non-
distributable.
The notes on pages 47 to 68 form part of these financial statements.
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Annual Report 2021
COMPANY STATEMENT OF FINANCIAL POSITION
FOR THE YEAR ENDED 31 MARCH 2021
Assets
Non-current assets
Investments
Loans to subsidiaries
Total non-current assets
Current assets
Trade and other receivables
Cash and cash equivalents
Total current assets
Total assets
Equity and liabilities
Equity
Share capital
Share premium
Other reserves
Capital Reserves
Retained earnings
Total equity
Current liabilities
Trade and other payables
Total current liabilities
Total liabilities
Total equity and liabilities
As at 31
March
2021
£’000
As at 31
March
2020
£’000
Notes
13
14
15
16
17
17
19
20
6,282
-
6,282
38
2,952
2,990
9,272
6,282
16,950
23,232
132
4,819
4,951
28,183
192
41,592
657
4,648
(37,847)
9,242
192
41,592
482
4,648
(18,996)
27,918
30
30
30
9,272
265
265
265
28,183
In accordance with the provisions of the Companies Act 2006, the Company has not presented a
statement of profit or loss and other comprehensive income. The Company's loss for the year was
£18,851k (2020: £95k profit).
The financial statements were approved and authorised for issue by the Board of Directors on 20 July
2021 and were signed on its behalf by:
Julie Lavington
Director
Company Number: 05379931
The notes on pages 47 to 68 form part of these financial statements.
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Annual Report 2021
COMPANY STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2021
Cash flows from operating activities
Profit/(loss) for the year
Impairment of investments and loans to
subsidiaries
Interest on intercompany loan
Waiver of intercompany loan
Share based payments
Working capital adjustments:
Change in trade and other receivables
Change in trade and other payables
Net cash flow from operating activities
Cash flow from investing activities
Loans to subsidiaries
Net cash flow from investing activities
Cash flow from financing activities
Net proceeds from issue of equity instruments
Net cash flow from financing activities
Net change in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
Year ended
31 March
2021
£’000
Year ended
31 March
2020
£’000
Notes
(18,851)
-
-
18,366
175
94
(235)
(451)
95
-
(652)
375
(124)
230
(76)
(1,416)
(1,416)
(9,204)
(9,204)
-
-
(1,867)
4,819
2,952
10,965
10,965
1,685
3,134
4,819
13
18
15
20
14
16
16
The notes on pages 47 to 68 form part of these financial statements.
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Annual Report 2021
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2021
Sosandar PLC
Balance at 31 March 2019
Profit for the year
Issue of share capital
Costs on issue of share capital
Shares based payments
Balance at 31 March 2020
Loss for the year
Issue of share capital
Costs on issue of share capital
Shares based payments
Balance at 31 March 2021
Share
capital
Share
premium
Notes
£’000
£’000
Share
based
payment
reserve
£’000
Capital
redemption
reserve
Retained
earnings
Total
£’000
£’000
£’000
116
-
76
-
-
192
-
-
-
-
192
30,703
-
11,924
(1,035)
-
41,592
-
-
-
-
41,592
107
-
-
-
375
482
-
-
-
175
657
17
18
4,648
-
-
-
-
4,648
-
-
-
-
4,648
(19,091)
95
-
-
-
(18,996)
(18,851)
-
-
-
(37,847)
16,483
95
12,000
(1,035)
375
27,918
(18,851)
-
-
175
9,242
Share capital is the amount subscribed for shares at nominal value.
Share premium represents the excess of the amount subscribed for share capital over the nominal value of those shares net of share issue expenses.
Share-based payments reserve relate to the charge for share-based payments in accordance with International Financial Reporting Standard 2.
Retained earnings represent the cumulative loss of the Company attributable to the equity shareholders.
Capital redemption reserve represents the aggregate nominal value of all the deferred shares repurchased and cancelled by the Company. The reserve is non-
distributable.
The notes on pages 47 to 68 form part of these financial statements.
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Annual Report 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1 General information
Sosandar Plc (formerly Orogen Plc) (the ‘Company’) is a public limited company by shares incorporated
in England and Wales. Details of the registered office, the officers and advisers to the Company are
presented on the Company Information page at the end of this report. The Company is listed on the
AIM market of the London Stock Exchange (ticker: SOS).
The principal activity of the company in the year under review was that of a clothing manufacturer
and distributer via internet and mail order.
2 Significant accounting policies
Basis of preparation
The consolidated financial statements consolidate those of the Company and its subsidiaries (together
the ‘Group’ or ‘Sosandar’). The consolidated financial statements of the Group and the individual
financial statements of the Company are prepared in accordance with applicable UK law and
International Financial Reporting Standards (‘IFRS’) as adopted by the European Union and as applied
in accordance with the provisions of the Companies Act 2006. The Directors consider that the financial
information presented in these Financial Statements represents fairly the financial position,
operations and cash flows for the year, in conformity with IFRS.
Going Concern
The Group’s business activities, together with the factors likely to affect its future development,
performance and position, are set out in Chairman’s Statement on pages 2-3. The financial position of
the Group, its cash flows, liquidity position and borrowing facilities are described in the financial
statements and associated notes. In addition, note 23 to the financial statements includes the Group’s
objectives, policies and processes for managing its capital; its financial risk management objectives;
details of its financial instruments; and its exposures to credit risk and liquidity risk.
The outbreak of Covid-19 created significant disruption and uncertainty however the business was
able to adapt its strategy and reduce marketing and operation costs but still deliver continued revenue
growth.
In order to assess the going concern of the Group, the directors have prepared cash flow and profit
and loss forecasts for companies within the Group. These cash flow and profit and loss forecasts show
the Group expect an increase in revenue based on the assumptions set out in note 13 of the financial
statements. This will have sufficient headroom over available banking facilities. Management continue
to monitor costs and manage cashflows against these forecasts.
The directors have reviewed the Group’s bank balances, profitability in the four-year plans, the annual
budgets and forecasts, including assumptions concerning revenue growth, marketing spend, returns
and repeat customers and expenditure commitments and their impact on cash flow. For further details
also refer to note 13.
Based on their assessment of prospects and viability, the directors confirm that they have a reasonable
expectation that the Group will be able to continue in operation and meet its liabilities as they fall due
for the foreseeable future.
Should the underlying assumptions of the working capital model prove invalid or shareholder support
was withdrawn and the Group be unable to continue as a going concern it may be required to realise
its assets and discharge its liabilities other than in the normal course of business and at amounts
different to those stated in the financial statements. The financial statements do not include any
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Annual Report 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
2 Significant accounting policies (continued)
Going Concern (continued)
adjustments relating to the recoverability and classifications of recorded asset amounts or liabilities
that may be necessary should the Group and Company be unable to continue as a going concern.
After making enquiries, the Directors have a reasonable expectation that the Group has adequate
resources to continue in operational existence for the foreseeable future. Accordingly, they continue
to adopt the going concern basis in preparing the financial statements.
Consolidation
The consolidated financial statements include the financial statements of the Company and its
subsidiaries and associated undertakings. Thread 35 Limited has a reporting date of 31 March.
Subsidiaries are all entities over which Sosandar Plc has the power to govern the financial and
operating policies generally accompanying a shareholding of more than one half of the voting rights.
The existence and effect of potential voting rights that are currently exercisable or convertible are
considered when assessing whether the Group controls another entity. Subsidiaries are fully
consolidated from the date on which control is transferred to the Company. They are de-consolidated
from the date that control ceases.
In November 2017, Sosandar Plc (‘Company’) acquired the entire issued share capital of Thread 35 Ltd
(‘legal subsidiary’) for a consideration of £6,281,618, satisfied by the issue of shares of £1,603,422 and
cash of £4,678,196. As the legal subsidiary is reversed into the Company (the legal parent), which
originally was a publicly listed cash shell company, this transaction cannot be considered a business
combination, as the Company, the accounting acquiree, does not meet the definition of a business
under IFRS 3 ‘Business Combinations’. However, the accounting for such capital transaction should
be treated as a share- based payment transaction and therefore accounted for under IFRS 2 ‘Share-
based payment’. Any difference in the fair value of the shares deemed to have been issued by the
Thread 35 Ltd (accounting acquirer) and the fair value of Sosandar Plc’s (the accounting acquiree)
identifiable net assets represents a service received by the accounting acquirer.
Although the consolidated financial information has been issued in the name of Sosandar Plc, the legal
parent, it represents in substance continuation of the financial information of the legal subsidiary.
The assets and liabilities of the legal subsidiary are recognised and measured in the Group financial
statements at the pre-combination carrying amounts and not restated at fair value.
The retained earnings and other reserves balances recognised in the Group financial statements
reflect the retained earnings and other reserves balances of the legal subsidiary immediately before
the business combination and the results of the period from 1 April 2017 to the date of the business
combination are those of the legal subsidiary only.
The equity structure (share capital and share premium) appearing in the Group financial statements
reflects the equity structure of Sosandar Plc, the legal parent. This includes the shares issued in order
to effect the business combination.
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Annual Report 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
2 Significant accounting policies (continued)
Functional and presentation currency
Items included in the financial statements of the Group are measured using the currency of the
primary economic environment in which the entity operates (the functional currency). The financial
statements are presented in Pounds Sterling (£), which is the Group’s presentation currency and the
Company’s functional currency.
Foreign currency transactions are translated into the functional currency using exchange rates
prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the
settlement of such transactions and from the translation at year-end exchange rates of monetary
assets and liabilities denominated in foreign currencies are recognised in the income statement.
The results and financial position of all Group entities (none of which has the currency of a hyper-
inflationary economy) that have a functional currency different from the presentation currency are
translated into the presentation currency as follows:
• monetary assets and liabilities for each statement of financial position presented are
•
translated at the closing rate at the date of that statement of financial position;
income and expenses for each income statement are translated at average exchange rates
(unless this average is not a reasonable approximation of the cumulative effect of the rates
prevailing on the transaction dates, in which case income and expenses are translated at the
rate on the dates of the transactions); and
• all resulting exchange differences are recognised as a separate component of equity.
On consolidation, exchange differences arising from the translation of the net investment in foreign
operations, and of borrowings and other currency instruments designated as hedges of such
investments, are taken to shareholders’ equity. When a foreign operation is partially disposed of or
sold, exchange differences that were recorded in equity are recognised in the income statement as
part of the gain or loss on sale.
Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets
and liabilities of the foreign entity and translated at the closing rate.
Changes in accounting policies and disclosures
There were a number of standards and interpretations which were in issue at 31 March 2021 but not
effective for periods commencing 1 April 2020 and have not been adopted for these Financial
Statements. The Directors have assessed the full impact of these accounting changes on the Company.
To the extent that they may be applicable, the Directors have concluded that none of these
pronouncements will cause material adjustments to the Group’s Financial Statements. They may
result in consequential changes to the accounting policies and other note disclosures. The new
standards will not be early adopted by the Group and will be incorporated in the preparation of the
Group Financial Statements from the effective dates noted below. The new standards include:
*IFRS 17 Insurance Contracts2
* IFRS 9 Interest Rates1
* IAS39/IFRS7 Benchmark Reform1
*IFRS16 (Amendment) 1 Leases’ – Covid [1]19 related rent concessions
*IAS 1 Presentation of Financial Statements2
1 Effective for annual periods beginning on or after 1 January 2021
2 Effective for annual periods beginning on or after 1 January 2023
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Annual Report 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
2 Significant accounting policies (continued)
Changes in accounting policies and disclosures (continued)
The directors anticipate that the adoption of these standards and interpretations in future periods
will have no material effect on the financial statements of the group.
The Directors have taken advantage of the exemption available under Section 408 of the Companies
Act 2006 and not presented an income statement nor a statement of comprehensive income for the
Company alone.
Critical accounting judgements and key sources of estimation uncertainty
The preparation of Financial Statements in conformity with IFRS requires management to make
estimates and judgements that affect the reported amounts of assets and liabilities as well as the
disclosure of contingent assets and liabilities at the year end and the reported amounts of revenues
and expenses during the reporting period. Estimates and judgements are continually evaluated and
are based on historical experience and other factors, including expectations of future events that are
believed to be reasonable under the circumstances.
Inventories
Inventories are valued at the lower of cost and net realisable value, on a weighted average cost basis.
Net realisable value is the estimated selling price in the ordinary course of the business less applicable
variable selling expenses. Cost of purchase comprises the purchase price including import duties and
other taxes, transport and handling costs and other attributable costs, less trade discounts.
A provision is made to write down any slow-moving or obsolete inventory to net realisable value. The
provision is £665k at 31 March 2021 (2020: £395k). A difference of 1%pt in the provision as a
percentage of gross inventory would give rise to a difference of +/- £35k in gross profit (2020: +/-
£42k).
Contract liabilities - refund accruals
Accruals for sales returns are estimated on the basis of historical returns and are recorded so as to
allocate them to the same period in which the original revenue is recorded. These accruals are
reviewed regularly and updated to reflect management’s latest best estimates, although actual
returns could vary from these estimates. The accrual for refunds totalled £726k (2020 refund accrual:
£79k) and a right to returned goods asset recognised of £311k (2020: £40k). A performance obligation
is deemed for returns and refunds. A 14 days return policy is noted for a full refund through
Sosandar.com and up to 30 days on third party retailer websites. A difference of 1%pt in the sales
returns rate have an impact +/- £189k (2020: +/- £177k) the refund provision, and +/- 87k (2020: +/-
£98k) on the right to returned goods asset.
Calculation of share-based payment charges
The charge related to equity-settled transactions with employees is measured by reference to the fair
value of the equity instruments at the date they are granted, using an appropriate valuation model
selected according to the terms and conditions of the grant. Judgement is applied in determining the
most appropriate valuation model and in determining the inputs to the model. Judgements are also
applied in relation to estimations of the number of options which are expected to vest, by reference
to historic leaver rates and expected outcomes under relevant performance conditions. Please see
note 18.
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Annual Report 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
2 Significant accounting policies (continued)
Critical accounting judgements and key sources of estimation uncertainty (continued)
Depreciation of property, plant and equipment and amortisation of other intangible assets
Depreciation and amortisation are provided to write down assets to their residual values over their
estimated useful lives. The determination of these residual values and estimated lives, and any change
to the residual values or estimated lives, requires the exercise of management judgement. Please see
notes 10 and 11.
Principal accounting policies
The principal accounting policies are summarised below. They have been consistently applied
throughout the year covered by the financial statements.
Revenue recognition
Revenue is recognised at the point where legal title in the goods passes from the Group to the
customer. This includes the price paid for the goods as well as any delivery charge where
applicable. Typically legal title is passed when the goods are despatched from the warehouse and
as the invoice is created.
Revenue is reported after making deduction for actual and anticipated returns, relevant vouchers
and sales taxes.
No breakdown of revenue can be made in tabular form as all sales are UK and online, with similar
risk profiles.
Business combinations
Business combinations are accounted for using the acquisition method. The cost of an acquisition is
measured as the aggregate of the consideration transferred, measured at acquisition date fair value
and the amount of any non-controlling interest in the acquiree. In the consolidated financial
statements, acquisition costs incurred are expensed and included in general and administrative
expenses.
Intangible assets
Identifiable development expenditure is capitalised to the extent that the technical, commercial and
financial feasibility can be demonstrated. Costs are capitalised where the expenditure will bring future
economic benefit to the company.
Amortisation is recognised so as to write off the cost or valuation of assets less their residual values
over their useful economic lives. The estimated useful economic life of intangible assets is 20 years.
Property, plant and equipment
Property, plant and equipment are stated at historical cost less subsequent accumulated depreciation
and accumulated impairment losses, if any. Historical cost includes expenditure that is directly
attributable to the acquisition of the items.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as
appropriate, only when it is probable that future economic benefits associated with the item will flow
to the company and the cost of the item can be measured reliably. All other repairs and maintenance
are charged to profit or loss during the financial period in which they are incurred.
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Annual Report 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
2 Significant accounting policies (continued)
Principal accounting policies (continued)
Depreciation on property, plant and equipment is calculated using the straight-line method to write
off their cost over their estimated useful lives at the following annual rates:
Plant and Machinery
Computer Equipment
Fixture and Fittings
Office Equipment
Leasehold Improvements
15% Straight line
33.33% Straight line
15% Reducing balance
25% Reducing balance
20% Straight line
Equity
Equity instruments issued by the Company are recorded at the value of the proceeds received, net of
direct issue costs, allocated between share capital and share premium.
Government grants
Grants are recognised only when there is reasonable assurance that the Group will comply with the
conditions attached to them and that the grants will be received. Any grants that are receivable as
compensation for expenses already incurred are recognised in profit or loss in the period in which
they become receivable.
Impairment of non-financial assets
At each statement of financial position date, the Company reviews the carrying amounts of its
investments to determine whether there is any indication that those assets have suffered an
impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in
order to determine the extent of the impairment loss (if any). Where the asset does not generate cash
flows that are independent from other assets, the Company estimates the recoverable amount of the
cash-generating unit to which the asset belongs. An intangible asset with an indefinite useful life is
tested for impairment annually and whenever there is an indication that the asset may be impaired.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing 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 (or cash-generating unit) is estimated to be less than its carrying amount, the carrying
amount of the asset (cash-generating unit) is reduced to its recoverable amount. An impairment loss
is recognised as an expense immediately, unless the relevant asset is carried at a revalued amount, in
which case the impairment loss is treated as a revaluation decrease.
Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating
unit) is increased to the revised estimate of its recoverable amount, but so 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 (cash-generating unit) in prior years. A reversal of an impairment
loss is recognised as income immediately, unless the relevant asset is carried at a revalued amount,
in which case the reversal of the impairment loss is treated as a revaluation increase.
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Annual Report 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
2 Significant accounting policies (continued)
Taxation
Income tax
Income tax expense represents the sum of the tax currently payable and deferred tax. The tax
currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported
in the same income statement because it excludes items of income or expense that are taxable or
deductible in other years and it further excludes items that are never taxable or deductible. The
Group and Company’s liability for current tax is calculated using tax rates that have been enacted or
substantively enacted by the statement of financial position date.
Deferred tax
Deferred tax is recognised on differences between the carrying amounts of assets and liabilities in the
financial statements and the corresponding tax bases used in the computation of taxable profit, and
is accounted for using the statement of financial position liability method. Deferred tax liabilities are
generally recognised for all taxable temporary differences and deferred tax assets are recognised to
the extent that it is probable that 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 that affects neither the taxable profit nor the accounting profit.
The carrying amount of deferred tax is reviewed at each statement of financial position date and
reduced to the extent that it is no longer probable that sufficient taxable profits will be available to
allow all or part of the asset to be recovered.
Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is
settled or the asset realised. Deferred tax is charged or credited to the income statement, except
when it relates to items charged or credited directly to equity, in which case the deferred tax is also
dealt with in equity.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current
tax assets against current tax liabilities and when they relate to income taxes levied by the same
taxation authority and the Group and Company intends to settle its current tax assets and liabilities
on a net basis.
Share-based compensation
The fair value of the employee and suppliers’ services received in exchange for the grant of the options
is recognised as an expense. The total amount to be expensed over the vesting year is determined by
reference to the fair value of the options granted, excluding the impact of any non-market vesting
conditions (for example, profitability and sales growth targets). Non-market vesting conditions are
included in assumptions about the number of options that are expected to vest. At each statement of
financial position date, the entity revises its estimates of the number of options that are expected to
vest. It recognises the impact of the revision to original estimates, if any, in the income statement,
with a corresponding adjustment to equity. The proceeds received net of any directly attributable
transaction costs are credited to share capital (nominal value) and share premium when the options
are exercised.
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Annual Report 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
2 Significant accounting policies (continued)
Share-based compensation (continued)
The fair value of share-based payments recognised in the income statement is measured by use of
the Black Scholes model, which takes into account conditions attached to the vesting and exercise of
the equity instruments. The expected life used in the model is adjusted; based on management’s best
estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations.
The share price volatility percentage factor used in the calculation is based on management’s best
estimate of future share price behaviour and is selected based on past experience, future expectations
and benchmarked against peer companies in the industry.
Investments
Investments in subsidiary companies are stated at cost less any provision for impairment.
Investments are accounted for at cost unless there is evidence of a permanent diminution in value, in
which case they are written down to their estimated realisable value. Any such provision, together
with any realised gains and losses, is included in the statement of comprehensive income.
Impairment of investments
The impairment of the carrying value of the investment in subsidiaries is calculated using forward-
looking assumptions of profit growth rates, discount rates and timeframe which require management
judgement and estimates that cannot be certain.
Provisions
Provisions are recognised when the Group and Company has a present obligation as a result of a past
event, and it is probable that the Group and Company will be required to settle that obligation.
Provisions are measured at the Directors’ best estimate of the expenditure required to settle the
obligation at the statement of financial position date and are discounted to present value where the
effect is material.
Financial instruments
Non-derivative financial instruments comprise investments in equity and debt securities, trade and
other receivables, cash and cash equivalents, loans and borrowings, and trade and other payables.
Non-derivative financial instruments are recognised initially at fair value plus, for instruments not at
fair value through profit or loss, any directly attributable transactions costs, except as described
below. Subsequent to initial recognition non-derivative financial instruments are measured as
described below.
A financial instrument is recognised when the Group becomes a party to the contractual provisions of
the instrument. Financial assets are derecognised if the Group’s contractual rights to the cash flows
from the financial assets expire or if the Group transfers the financial assets to another party without
retaining control or substantially all risks and rewards of the asset. Regular purchases and sales of
financial assets are accounted for at trade date, i.e. the date that the Group commits itself to purchase
or sell the asset. Financial liabilities are derecognised if the Group’s obligations specified in the
contract expire or are discharged or cancelled.
Fair values
The carrying amounts of the financial assets and liabilities such as cash and cash equivalents,
receivables and payables of the Group and Company at the statement of financial position date
approximated their fair values, due to the relatively short-term nature of these financial instruments.
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Annual Report 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
2 Significant accounting policies (continued)
Financial instruments (continued)
Trade payables and other non-derivative financial liabilities
Trade payables and other creditors are non-interest bearing and are measured at cost.
Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held on call with banks, other short-term
highly liquid investments with original maturities of three months or less, and bank overdrafts. Bank
overdrafts are shown within borrowings in current liabilities on the statement of financial position.
Trade and other receivables
Trade and other receivables are recognised initially at fair value and subsequently measured at their
cost when the contractual right to receive cash or other financial assets from another entity is
established.
A provision for doubtful debts is made when there is objective evidence that the Group will not be
able to collect all amounts due according to the original terms of the receivables. Significant financial
difficulties of the debtor, probability that the debtor will enter bankruptcy or financial reorganisation
and default or delinquency in payments are considered indicators that a trade and other receivables
are impaired.
Financial assets and liabilities
The Group classifies its financial assets at inception into three measurement categories; 'amortised
cost', 'fair value through other comprehensive income' ('FVOCI') and 'fair value through profit and
loss' ('FVTPL'). The Group classifies its financial liabilities, other than financial guarantees and loan
commitments, as measured at amortised cost. Management determines the classification of its
investments at initial recognition. A financial asset or financial liability is measured initially at fair
value. At inception transaction cost that are directly attributable to its acquisition or issue, for an
item not at fair value through profit or loss, is added to the fair value of the financial asset and
deducted from the fair value of the financial liability.
Amortised cost measurement
The amortised cost of a financial asset or financial liability is the amount at which the financial asset
or liability is measured at initial recognition, minus principal payments, plus or minus the cumulative
amortisation using the effective interest method of any difference between the initial amount
recognised and maturity amount, minus any reduction for impairment.
Fair value measurement
Fair value is the amount for which an asset could be exchanged, or a liability settled, between
knowledgeable, willing parties in an arm’s length transaction on the measurement date. The fair
value of assets and liabilities in active markets are based on current bid and offer prices respectively.
If the market is not active the group establishes fair value by using appropriate valuation techniques.
These include the use of recent arm’s length transactions, reference to other instruments that are
substantially the same for which market observable prices exist, net present value and discounted
cash flow analysis.
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Annual Report 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
2 Significant accounting policies (continued)
Financial assets and liabilities (continued)
Derecognition
Financial assets are derecognised when the rights to receive cash flows from the financial assets
have expired or where the group has transferred substantially all of the risks and rewards of
ownership. In transaction in which the group neither retains nor transfers substantially all the risks
and rewards of ownership of a financial asset and it retains control over the asset, the group
continues to recognise the asset to the extent of its continuing involvement, determined by the
extent to which it is exposed to changes in the value of the transferred asset. There have not been
any instances where assets have only been partly derecognised. The group derecognises a financial
liability when its contractual obligation are discharge, cancelled or expire.
Impairment losses from contracts with customers
The Group assesses at each financial position date whether there is objective evidence that a
financial asset or group of financial assets is impaired. If there is objective experience (such as
significant financial difficulty of obligor, breach of contract, or it becomes probable that debtor will
enter bankruptcy), the asset is tested for impairment. The amount of the loss is measured as the
difference between the asset’s carrying amount and the present value of the estimated future cash
flows (excluding future expected credit losses that have not been incurred) discounted at the
financial asset’s original effective interest rate (that is, the effective interest rate computed at initial
recognition). The carrying amount of the asset is reduced through use of an allowance account. The
amount of loss is recognised in the Statement of Comprehensive Income.
Leases
Assets and liabilities arising from a lease are initially measured on a present value basis. Lease
liabilities include the net present value of the following lease payments:
•
fixed payments (including in-substance fixed payments), less any lease incentives receivable
The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be
determined, the lessee’s incremental borrowing rate is used, being the rate that the lessee would
have to pay to borrow the funds necessary to obtain an asset of similar value in a similar economic
environment with similar terms and conditions.
Right-of-use assets are measured at cost comprising the following:
the amount of the initial measurement of lease liability
•
• any lease payments made at or before the commencement date less any lease incentives
received
• any initial direct costs, and
•
restoration costs.
Payments associated with short-term leases and leases of low-value assets are recognised on a
straight-line basis as an expense in profit or loss. Short-term leases are leases with a lease term of 12
months or less. Low-value assets comprise IT-equipment and small items of office furniture less than
£5k.
Sosandar plc
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Annual Report 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
3 Other operating income
The Group received £135,000 (2020: £nil) in government grants through the Furlough scheme due to
the impact of Covid 19 on the operating of the business. This has been recognised in other operating
income.
4 Operating loss
Operating loss is stated after charging/(crediting):
Operating lease rentals
Auditors’ remuneration:
Audit fee – group and company
Non audit fees
Legal and other fees
Foreign currency (gain)/loss
Share based payment
5 Finance income
Bank interest received
6 Finance cost
Interest on the lease
Other interest
Total
7 Employees
Aggregate Directors’ emoluments including consulting fees
Wages and salaries
Social security costs
Pension costs
Share-based payments
Total
31
March
2021
£'000
47
32
4
105
(33)
175
31
March
2020
£'000
48
28
5
146
32
375
31 March
2021
£’000
-
31 March
2020
£’000
3
31 March
2021
£'000
5
5
10
31 March
2020
£'000
10
-
10
31 March
2021
£'000
414
1,324
175
72
175
2,160
31 March
2020
£'000
471
1,318
173
39
375
2,376
Sosandar plc
P a g e | 57
Annual Report 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
7 Employees (continued)
The average number of employees during the year was as follows:
Directors
Staff
Total
Directors’ remuneration
31 March
2021
£'000
7
34
41
31 March
2020
£'000
7
34
41
Details of emoluments received by Directors of the Company for the year ended 31 March 2021 are
as follows:
2021
Base Salary
£
135,000
135,000
24,000
24,000
48,000
24,000
24,000
414,000
2021
Pensions
£
10,800
10,800
-
-
-
-
-
21,600
2021
Total
£
145,800
145,800
24,000
24,000
48,000
24,000
24,000
435,600
2020
Total
£
145,800
145,800
30,000
30,000
60,000
30,000
30,000
471,600
Alison Hall
Julie Lavington
Nicholas Mustoe
Bill Murray
Adam Reynolds
Mark Collingbourne
Andrew Booth
Total
Details of the share options held by each Director can be found in the Group Directors’ Report on
page 30.
Sosandar plc
P a g e | 58
Annual Report 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
8 Income tax benefit / (expense)
No corporation tax charge arises in the year ended 31 March 2021 and the year ended 31 March 2020.
A reconciliation of the expected tax benefit computed by applying the tax rate applicable in the
primary jurisdiction, the UK, to the loss before tax to the actual tax credit is as follows:
Loss on ordinary activities before taxation
Tax at the UK corporation tax rate of 19% (2019:
19%)
Group
Company
2021
£’000
(3,098)
2020
£’000
(7,814)
2021
£’000
(18,851)
(589)
(1,485)
(3,582)
Expenses not deductible for tax purposes
Losses unutilised
Accelerated depreciation
Recognition of previously unrecognised losses
Group relieved
Tax charge on loss on ordinary activities
15
581
(7)
-
-
-
82
1,502
(16)
(83)
-
-
3,523
59
-
-
-
-
2020
£’000
95
18
2
-
-
(20)
-
-
The Group has estimated tax losses of £20,900,000 (2020: £18,500,000) to carry forward against
future taxable profits. The deferred tax asset on these tax losses at 19% amounts to approximately
£3,970,000 (2020: £3,520,000) and has not been recognised due to the uncertainty of the recovery.
Due to the fundamental change in the Company’s business following the exit of the mineral
exploration industry, tax losses carried forward may not be fully available for use against the future
profits of the Group.
9 Loss per share
Basic loss per share is calculated by dividing the loss attributable to equity shareholders by the
weighted average number of ordinary shares in issue during the year:
Loss after tax attributable to equity holders of the parent (£’000)
Weighted average number of ordinary shares in issue
Fully diluted average number of ordinary shares in issue
Basic and diluted loss per share (pence)
31 March
2021
(3,098)
192,268,110
192,268,110
(1.61)
31 March
2020
(7,814)
151,961,672
151,961,672
(5.14)
Where a loss is incurred the effect of outstanding share options and warrants is considered anti-
dilutive and is ignored for the purpose of the loss per share calculation. The share options outstanding
as at 31 March 2021 totalled 20,217,698 (2020: 20,400,000) and are potentially dilutive.
Sosandar plc
P a g e | 59
Annual Report 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
10 Intangible assets – Group
Cost
At 1 April 2019
Additions
At 31 March 2020
Amortisation
At 1 April 2019
Charge for the year
At 31 March 2020
Carrying value 31 March 2020
Cost
At 1 April 2020
Additions
At 31 March 2021
Amortisation
At 1 April 2020
Charge for the year
At 31 March 2021
Carrying value 31 March 2021
Website
£’000
Trademark
£’000
Total
£’000
173
45
218
10
10
20
198
218
10
228
20
11
31
197
-
-
-
173
45
218
-
-
-
-
10
10
20
198
-
2
2
218
12
230
-
1
1
1
20
12
32
198
11 Property, plant and equipment – Group
Computer
Equipment
£’000
Fixtures and fittings
equipment
£’000
Right of
use asset
£’000
Total
£’000
Cost
At 1 April 2019
Additions
At 31 March 2020
Accumulated depreciation
At 1 April 2019
Charge for year
At 31 March 2020
Carrying value 31 March 2020
Cost
At 1 April 2020
Additions
At 31 March 2021
Accumulated depreciation
At 1 April 2020
Charge for year
At 31 March 2021
Carrying value 31 March 2021
49
37
86
18
15
33
53
86
7
93
33
25
58
35
232
47
279
192
-
192
473
84
557
116
51
167
112
-
75
75
117
79
55
275
282
279
27
306
192
-
192
557
34
591
167
51
218
88
75
75
150
42
275
151
426
165
Sosandar plc
P a g e | 60
Annual Report 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
12 Inventories – Group
Stock
Right to returned stock
Total
31 March
2021
£'000
2,555
311
2,866
31 March
2020
£'000
3,810
-
3,810
The cost of inventories charged in the year as an expense equated to £6,345k (2020: £4,646k).
In the previous year £40k Right to returned stock was reported in Trade and Other Receivables.
Please see note 15.
13 Non-current assets
Investments in subsidiaries and associates:
Cost at 1 April
Disposals during the year
Cost at 31 March
Impairment at 1 April
Disposals during the year
Impairment at 31 March
Carrying value as at 31 March
Group
Company
2021
£’000
-
-
-
-
-
-
-
2020
£’000
-
-
-
-
-
-
-
2021
£’000
6,282
-
6,282
-
-
-
6,282
2020
£’000
6,282
-
6,282
-
-
-
6,282
Investments are tested for impairment at the balance sheet date. The recoverable amount of the
investment in Thread 35 Ltd at 31 March 2021 was assessed on the basis of value in use. As this
exceeded carrying value no impairment loss was recognised.
The key assumptions in the calculation to access value in use are the future revenues and the ability
to generate future cash flows. The most recent financial results and forecast approved by
management were for the next 9 years and included terminal value. The projected results were
discounted at a rate which is a prudent evaluation of the pre-tax rate that reflects current market
assessments of the time value of money and the risks specific to the cash-generating unit.
The key assumptions used for the value in use calculation in 2021 were as follows:
Discount rate
Returns assumption
Compound annual revenue growth rate
%
8.5
45
23
The Directors have made significant estimates on future revenues and EBITDA growth in future years
based on the budgeted investment and expansion of our clothing and footwear ranges, increased
stocking levels and continued investment in marketing channels to acquire new customers.
Sosandar plc
P a g e | 61
Annual Report 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
13 Non-current assets (continued)
The Directors have performed a sensitivity analysis to assess the impact of downside risk of the key
assumptions underpinning the projected results of the Group. The projections and associated
headroom used for the Group is sensitive to the EBITDA growth assumptions that have been applied.
The subsidiaries of Sosandar Plc are as follows:
Subsidiary companies
Incorporation
Holding
Type of share
held
%
Holding1
2020
%
Holding1
2019
Thread 35
UK
Direct
Ordinary
shares
100
100
14 Loans to subsidiaries
Loan to subsidiary
Group
Company
2021
£’000
-
2020
£’000
-
2021
£’000
-
2020
£’000
16,950
The loan made to Thread 35 Limited by Sosandar Plc of £18,366,142 was waived at the year end. The
interest due on this loan was waived at the start of the year and subsequently, no further amounts
are due between the two entities. In prior year, the balance due included £687k of interest charged
at a rate of 6%.
15 Trade and other receivables
Trade receivables
VAT recoverable
Other receivables and prepayments
Right to returned stock
Trade and other receivables
Group
Company
2021
£’000
305
18
405
-
728
2020
£’000
-
359
602
40
1,001
2021
£’000
-
18
20
-
38
2020
£’000
-
67
65
-
132
The Directors consider that the carrying amount of trade and other receivables approximates their
fair value.
In the current year Right to returned stock is reported in Inventories. Please see note 12.
Sosandar plc
P a g e | 62
Annual Report 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
16 Cash and cash equivalents
Cash at bank
Group
2021
£’000
3,928
2020
£’000
5,333
Company
2021
£’000
2,952
2020
£’000
4,819
17 Share capital and reserves
Details of ordinary shares issued are in the table below:
Ordinary shares (£0.01)
Date
At 31 Mar 2020
At 31 Mar 2021
Details
Number of
shares
192,268,122
192,268,122
Issue price £
0.001
0.001
Total share
capital £’000
192
192
Total
share
premium
£’000
41,592
41,592
18 Share based payments
Share option plans
The Group has a share ownership compensation scheme for Directors and senior employees of the
Group. On 2nd November 2017 share options over ordinary shares of 15.1p were issued with a further
issue over ordinary shares of 29.1p issued on 25th February 2019.
The options are settled in equity once exercised. If the options remain unexercised for a period after
ten years from the date of grant, the options expire.
Details of the number of share options and the weighted average exercise price (“WAEP”)
outstanding during the period are as follows:
Outstanding at 31 March 2020
Forfeited in the year
Outstanding at 31 March 2021
31 March 2021
31 March 2020
Number
(‘000)
20,400
(182)
20,218
WAEP
£
0.155
0.265
0.154
Number
(‘000)
20,400
-
20,400
Exercisable at 31 March
13,502
0.154
6,898
WAEP
£
0.155
-
0.155
0.157
The options outstanding at 31 March 2021 had a weighted average exercise price of £0.154 and a
weighted average remaining contractual life of 6.62 years.
Sosandar plc
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Annual Report 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
18 Share based payments (continued)
The fair values of options granted were calculated using the Black Scholes pricing model. The Group
used historical data to estimate expected period to exercise, within the valuation model. Expected
volatilities of options outstanding granted prior to the Company’s admission to AIM were based on
implied volatilities of a sample of listed companies based in similar sectors. The risk-free rate for the
expected period to exercise of the option was based on the UK gilt yield curve at the time of the
grant.
The Group recognised a charge of £175k (2020: £375k) related to equity-settled share-based payment
transactions during the year.
The assumptions used in the valuation of the options at the grant date are as follows. There were no
new share issues in the year.
Exercise price
Share price at date of grant
Risk-free rate
Volatility
Expected Life
Fair Value
19 Retained earnings
Share options
2018
15.1p
15.1p
0.25%
25%
10 years
0.05
Share options
2020
29.1p
29.1p
0.25%
25%
10 years
0.07
Opening balance
(Loss)/profit for the year
Transfer from share-based payment reserve
Closing balance
Group
Company
2021
£’000
(19,414)
(3,098)
-
(22,512)
2020
£’000
(11,600)
(7,814)
-
(19,414)
2021
£’000
(18,996)
(18,851)
-
(37,847)
2020
£’000
(19,091)
95
-
(18,996)
Sosandar plc
P a g e | 64
Annual Report 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
20 Trade and other payables
Group
2021
£’000
1,110
405
12
529
799
2,855
2020
£’000
1,836
420
259
-
79
2,594
Company
2021
£’000
3
27
-
-
-
30
2020
£’000
37
228
-
-
-
265
Trade payables
Accruals
Other payables
VAT payable
Contract liabilities and deferred income
Trade and other payables
21 Leases
The Group has various lease contracts used in its day to day operations.
Lease liability brought forward
Finance cost
Lease payments
Lease liability recognised in statement of financial position
Of which
Current lease liabilities
Non-current lease liabilities
31 March 31 March
2020
£’000
192
10
(76)
126
2021
£’000
126
6
(83)
49
31 March 31 March
2020
£’000
2021
£’000
49
-
49
77
49
126
Sosandar plc
P a g e | 65
Annual Report 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
22 Related party transactions
During the year to 31 March 2021 the Group was charged £48,000 (2020: £60,000) for services
provided by Reyco Limited, a company controlled by A Reynolds. There was no amount outstanding
at the balance sheet date (2020: £nil).
During the year to 31 March 2021 the Group was charged £24,000 (2020: £30,000) for services
provided by Morrison Kingsley Consultants Limited, a company controlled by M Collingbourne. There
was no amount outstanding at the balance sheet date (2020: £666).
During the year to 31 March 2021 the Group was charged £24,000 (2020: £30,000) for services
provided by Bill Murray and Associates, a company controlled by B Murray. There was no amount
outstanding at the balance sheet date (2020: £nil).
During the year to 31 March 2021 the Group was charged £24,000 (2020: £30,000) for services
provided by N Mustoe. There was no amount outstanding at the balance sheet date (2020: £500).
During the year to 31 March 2021 the Group was charged £24,000 (2020: £30,000) for services
provided by Skale Limited, a company controlled by A Booth. There was no amount outstanding at
the balance sheet date (2020: £2,400).
During the year to 31 March 2021, a management fee of £157,946 (2020: £184,446) was waived in
line with the intercompany loan.
During the year to 31 March 2021, interest of £nil (2020: £651,951) was charged to Thread 35
Limited relating to the intercompany loan as a result of the waiving of the loan and interest by the
Company.
The Company’s intercompany loan receivable balance at the year-end was £nil from Thread 35
Limited (2020: £16,950,351).
23 Financial instruments – risk management
In common with all other businesses, the Group is exposed to risks that arise from its use of financial
instruments. 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.
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.
General objectives, policies and processes
The Board has overall responsibility for the determination of the Group’s risk management objectives
and policies and, whilst retaining 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 receives regular updates from the management team
through which it reviews the effectiveness of the processes put in place and the appropriateness of
Sosandar plc
P a g e | 66
Annual Report 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
the objectives and policies it sets. The overall objective of the Board is to set policies that seek to
reduce risk as far as possible without unduly affecting the Group’s competitiveness and flexibility. The
Company’s operations expose it to some financial risks arising from its use of financial instruments,
the most significant ones being cash flow interest rate risk, foreign exchange risk, liquidity risk and
capital risk. Further details regarding these policies are set out below:
Cash flow interest rate risk
The Group is exposed to cash flow interest rate risk from its deposits of cash and cash equivalents with
banks. The cash balances maintained by the Group are proactively managed in order to ensure that
attractive rates of interest are received for the available funds but without affecting the working
capital flexibility the Group requires. The Group is not at present exposed to cash flow interest rate
risk on borrowings as it has no debt. No subsidiary company of the Group is permitted to enter into
any borrowing facility or lease agreement without the prior consent of the Company.
Foreign exchange risk
Foreign exchange risk may arise because the Group purchases stock in currencies other than the
functional currency.
The Group monitors whether there is a requirement for foreign currency on a monthly basis. The
Group considers this policy minimises any unnecessary foreign exchange exposure.
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 principal obligations of the
Group arise in respect of committed expenditure in respect of its stock purchases and design. The
Group’s policy is to ensure that it will always have sufficient cash to allow it to meet its obligations
when they become due. To achieve this aim, it seeks to maintain readily available cash balances (or
agreed facilities) to meet expected requirements and to raise new equity finance if required for future
development or expansion.
The Board receives cash flow projections on a monthly basis as well as information on cash balances.
The Board will not commit to material expenditure in respect of its ongoing commitments prior to
being satisfied that sufficient funding is available to the Group to finance the planned programmes.
For cash and cash equivalents, the Company only uses recognised banks with medium to high credit
ratings.
The maturity of borrowings and other financial liabilities (representing undiscounted contractual cash-
flows) is as follows:
Trade and other payables
Lease liabilities
Total
Group
Company
Within 1
year
£’000
2,855
49
2,904
1-2 years
£’000
Within 1
year
£’000
- 29
-
-
- 29
1-2 years
£’000
-
-
-
Sosandar plc
P a g e | 67
Annual Report 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Financial assets
At the reporting date, the Group held the following financial assets, all of which were classified as
financial assets at amortised cost:
Cash and cash equivalents
Trade & other receivables
Total
Group
Company
31 March
2021
£’000
3,928
728
4,656
31 March 31 March
2021
£’000
2,952
38
2,990
2020
£’000
5,333
961
6,334
31 March
2020
£’000
4,819
132
6,334
Financial liabilities
At the reporting dates, the Group held the following financial liabilities, all of which were classified
as other financial liabilities at amortised cost:
Capital risk
The Group’s objectives when managing capital are to safeguard the ability to continue as a going
concern in order to provide returns for shareholders and benefits to other stakeholders and to
maintain an optimal capital structure to reduce the cost of capital.
24 Post balance sheet events
On 25 May 2021 the Group announced that it had raised £5.77 million of gross proceeds via a
Placing, Subscription and PrimaryBid Offer. A total of 28,840,210 new shares were issued,
representing approximately 15 per cent of the existing issued share capital and resulting in
221,108,332 shares now being in issue.
On 21 June 2021 the Group announced the establishment of a new Long Term Incentive Plan in
which it granted new nil cost options totalling 21,431,942 ordinary shares of 0.1 pence each to its
executive directors and members of the senior management team. As part of these arrangements,
the Group cancelled existing options granted totalling 13,888,742 ordinary shares. As a result of
these changes the Group now has 27,760,897 options outstanding over ordinary shares which is
equal to 12.56 per cent of the Group’s issued share capital (11.15 per cent on a fully diluted basis).
25 Contingent liabilities
The Company and Group has no contingent liabilities.
26 Ultimate controlling party
There is no ultimate controlling party of the Company.
Sosandar plc
P a g e | 68
Annual Report 2021
Registered office
COMPANY INFORMATION
40 Water Lane,
Wilmslow, Cheshire,
England SK9 5AP
Registered number
05379931, England and Wales
Directors
Bill Murray – Non-Executive Chairman
Alison Hall – Joint CEO
Julie Lavington – Joint CEO
Stephen Dilks - CFO
Adam Reynolds – Non-Executive Director
Andrew Booth – Non-Executive Director
Mark Collingbourne – Non-Executive Director
Nicholas Mustoe – Non-Executive Director
Mark Collingbourne
Jeffreys Henry LLP
Finsgate
5-7 Cranwood Street
London EC1V 9EE
Singer Capital Markets Advisory LLP
1 Bartholomew Lane
London
EC2N 2AX
United Kingdom
Singer Capital Markets Advisory LLP
1 Bartholomew Lane
London
EC2N 2AX
United Kingdom
Share Registrars Limited
The Courtyard
17 West St
Farnham
GU9 7DR
BPE Solicitors LLP
St. James’ House
St. James’ Square
Cheltenham GL50 3PR
Alma PR
71-73 Carter Lane
London WC2B 4HN
Secretary
Auditors
Nominated advisor
Broker
Registrars
Solicitors
Public Relations
Sosandar plc
P a g e | 69
Annual Report 2021