Annual Report &
Accounts 2021
For the year ended 31 December 2021
Investing globally in leading-edge, earlier stage technology companies since 2010
Investing globally
Investing globally is a key advantage, enabling TMT to
seek the best risk / reward investment opportunities
worldwide for its shareholders. As technology business
models and trends start in one region and spread to
or are replicated in others, they may well command
significantly different valuation levels based on
geography and stage of development. This can give
rise to significant valuation disparities. TMT therefore
identifies and evaluates companies engaged in high-
growth business trends across continents, seeking
attractive valuation entry points for companies.
A suitable example is food delivery. In this sector TMT
has made investments in Hugo App and Muncher (active
in Latin and Central America), MetroSpeedy (active in
New York), and Bairro (an instant food and grocery
delivery company in Portugal).
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TMT INVESTMENTS ANNUAL REPORT 2021
US$40.5m of
investments
in 2021
In 2021, TMT made US$40.5m of investments across 31
new and existing companies.
One of TMT’s largest investments in 2021 was a US$4m
investment in Muncher Inc., a cloud kitchen and virtual
food brand operator in Latin America (www.muncher.
com.co) managing over 400 kitchens in 434 locations.
Muncher’s hubs are located in premium locations of the
main cities of Latin America.
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Expansion
Fair Value
Mid-stage
Fair Value
B2C
Early
Expansion
Mid-stage
Number of
Companies
Early
B2B
Number of
Companies
B2B
B2B/B2C
B2C
B2B/B2C
Planning the next
generation of
potential winners
Substantial recent cash exits from Wrike ($23m in 2018),
Pipedrive (US$41m in 2020) and Depositphotos (initial
cash exit consideration of US$12.9m in 2021), together
with other cash exits and the proceeds of the Company’s
fund raise conducted in October 2021 (which raised
US$19.3 million before expenses), have been reinvested
into earlier and mid-stage companies as part of planning
the next generation of the portfolio’s potential winners.
In 2021, TMT made US$40.5m of investments across 31
new and existing companies.
As of 31 December 2021, early and mid-stage
companies represented 31% of TMT’s total portfolio
value and 95% of the total number of portfolio
companies.
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TMT INVESTMENTS ANNUAL REPORT 2021
38.2%
NAV-based IRR for
last five years
18
Profitable Full and
Partial Exits
4
Unicorns to Date
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A prolific AIM
pioneer
TMT is a pioneer in its sector. Joining the AIM market
of the London Stock Exchange in December 2010, the
Company was one of the first publicly traded venture
capital vehicles in the UK to provide investors with
access to the universe of high-growth international
private technology companies.
Since then, the Company has invested in over 90
companies and realised 18 profitable full and partial
exits. TMT was one of the earliest investors in some
of its most successful portfolio companies, including
Wrike, Bolt, Pipedrive, Pandadoc and Backblaze.
Having generated four unicorn companies in its
portfolio to date, TMT is increasingly being recognised
as a trailblazer in identifying promising technology
companies at an earlier stage of their development.
Bolt is the largest of TMT’s four unicorn investments
to date and was valued at €7.4bn when it raised €628
million in its January 2022 funding round. The other
three unicorns are Pandadoc, Wrike (exited in 2019) and
Pipedrive (exited in 2020).
For the last five years, TMT’s NAV-based IRR (internal rate
of return) has been 38.2% per annum.
Contents
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About TMT Investments
TMT as a public company
NAV per share
Highlights
Investment Strategy
Investing Policy
Executive Director’s Statement
Portfolio Developments
Investment Portfolio
Board of Directors
Corporate Governance
TMT’S Inital ESG Policy
Directors’ Report
Independent Auditor’s Report
Financial Statements
Notes to the Financial Statements
109 Directors and Professional Advisers
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TMT INVESTMENTS ANNUAL REPORT 2021TMT INVESTMENTS ANNUAL REPORT 2021 8
CASE STUDY 323x
Return on TMT’s
investment to date
186%
Valuation Uplift
€1.23bn
Raised in 2021 and 2022
Bolt is now active
in over 400 cities
globally, up from
over 200 cities as of
end December 2020.
Bolt is a ride-hailing and food delivery service which is transforming
mobility worldwide (www.bolt.eu). In 2021, Bolt expanded strongly and
its full suite of mobility and delivery products are currently used by more
than 100 million customers in 45 countries and over 400 cities across
Europe and Africa. In 2021, Bolt experienced triple-digit growth across all
verticals.
Bolt’s ability to raise €1.23bn in 2021 and 2022 in two fund raises is
testament to strong investor confidence in Bolt’s business model,
management team and execution strengths. The transactions collectively
represented a revaluation uplift of US$67.2 million (or 186%) in the fair
value of TMT’s investment, compared to the previous reported amount as
of 31 December 2020. As one of Bolt’s earliest investors in 2014, TMT is
delighted to witness this company’s remarkable trajectory.
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CASE STUDYTMT INVESTMENTS ANNUAL REPORT 2021 TMT Investments Plc
is an earlier-stage
investor in high-
growth technology
companies with
global scale up
ambitions.
TMT Investments Plc (“TMT” or “the Company”) provides its
shareholders with access to a diversified portfolio of companies in
the TMT (technology, media and telecommunications) sector.
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About TMT
Investments
TMT Investments Plc (“TMT” or “the Company”) provides its
shareholders with access to a diversified portfolio of companies in
the TMT (technology, media and telecommunications) sector.
TMT is passionate about its work. Members of the
Company’s team have been investing in and building
start-ups since the 1990s. The team is experienced
in the challenges many founders and entrepreneurs
face and therefore highly selective in its investments,
leveraging its collective experience to identify the best
risk/reward entry point.
TMT is a pioneer in its sector: having joined the AIM
market of the London Stock Exchange in December
2010, the Company was one of the first publicly
traded venture capital vehicles in the UK to provide
investors with access to the universe of high-growth
international private technology companies.
Since then, the Company has invested in over 90
companies and realised 18 profitable full and partial
exits. TMT was one of the earliest investors in some
of its most successful portfolio companies, including
Wrike, Bolt, Pipedrive, Pandadoc and Backblaze.
Having generated four unicorn companies in its
portfolio to date, TMT is increasingly being recognised
as a trailblazer in identifying promising technology
companies at an earlier stage of their development.
Bolt is the largest of TMT’s four unicorn investments
to date and was valued at €7.4bn when it raised €628
million in its January 2022 funding round. The other
three unicorns are Pandadoc, Wrike (exited in 2019)
and Pipedrive (exited in 2020).
Global investors
TMT has no restrictions on the geographies in which
it invests. The Company’s key investment criteria
include having a globally scalable business model and
being led by a management team with the resilience
and ability to execute in high-growth environments.
To date, investments have typically been made in
companies that are headquartered in the US and
operate globally, but investment opportunities
continue to be scrutinised globally, regardless of
location. Since 2019, the Company has selectively
added a number of companies headquartered in the
United Kingdom to its portfolio.
TMT believes that investing globally is a key
advantage, enabling the Company to seek the best
risk / reward investment opportunities worldwide
for its shareholders. As technology business models
and trends start in one region and spread to or
are replicated in others, they may well command
significantly different valuation levels based on
geography and stage of development. This can give
rise to significant valuation disparities. TMT therefore
identifies and evaluates companies engaged in high-
growth business trends across continents, seeking
attractive valuation entry points for companies. A
suitable example is food delivery. In this sector TMT
has made investments in Hugo App and Muncher
(active in Latin and Central America), MetroSpeedy
(active in New York), and Bairro (an instant food and
grocery delivery company in Portugal).
Experienced investors
TMT’s management team comprises experienced
investors who have been investing in, building and
scaling start-ups since the 1990s. The Company
leverages this deep experience to identify and invest
in high-growth companies at a relatively early stage of
their development before they reach potentially much
higher valuations. TMT seeks to pay special attention
to not “overpaying” when it makes an investment,
and prefers to reject an investment opportunity
where it considers the risk / reward balance is not
sufficiently attractive given the stage of an investee’s
development. If a company in which TMT has made
an investment is performing well, TMT will seek to
make follow on investments where appropriate. In
parallel, TMT has an active policy of seeking to reduce
the value of underperforming investees as soon as
there is enough evidence to support such decision.
TMT’s approach has led to a well-maintained portfolio,
which is broadly diversified across early, mid and
expansion stage companies and business sectors.
A number of portfolio companies have achieved
significant growth and generated stellar returns for
investors. Prime examples are the Company’s exits
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TMT INVESTMENTS ANNUAL REPORT 2021TMT INVESTMENTS ANNUAL REPORT 2021
About TMT Investments Continued
from project management software company Wrike,
which generated a US$23m cash exit and a return of
23 times initial investment when it was acquired by
Vista Equity Partners in December 2018, the us$41
million disposal of the Company’s interest in sales
management software company Pipedrive to Vista
Equity Partners in December 2020, which generated
a total cash return of over 51 times on investments
made in 2012 and 2013, and the US$20m total
cash exits from Depositphotos realised in 2016
and 2021, which generated a total cash return of 5
times. These substantial cash exits, together with
other cash exits and the proceeds of the Company’s
fund raise conducted in October 2021, which
raised US$19.3 million before expenses, have been
reinvested into earlier and mid-stage companies as
part of planning the next generation of the portfolio’s
potential winners. As of 31 December 2021, early
and mid-stage companies represented 31% of TMT’s
total portfolio value and 95% of the total number of
portfolio companies.
In summary, identifying and investing in high-growth
technology companies at an early stage before
they have fully proven themselves is not easy,
but offers the potential for generating significant
returns. TMT leverages the experience of its Board
and management team to identify and execute
investments capable of generating significant returns
for shareholders, in companies that may ordinarily
be difficult to gain exposure to, whilst seeking to
minimise risks.
Specialist investors
Investing in private companies in the TMT sector
requires a specialist set of skills and investment
approach, in contrast to investing in publicly listed
companies. Information available on private
companies is typically much scarcer than for publicly
listed companies, especially at an earlier stage of
their development, and requires a dedicated and
specialist investment process that includes evaluating
other factors. TMT’s proprietary four-filter investment
process is specially designed to reduce risk and
identify the best opportunities in early-stage investing.
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TMT as a public
company
Investors who choose to invest directly in private companies typically face less liquidity when it comes to
exiting their investment compared to those in publicly traded companies. Investors wishing to exit from their
investment in a private company will need to identify current shareholders who are willing to increase their
stake(s), or new investors wishing to acquire such a stake. Some private companies may have additional
restrictions on new investors contained within their constitution. Other potential exit events could include a
potential sale to an acquirer or a listing on a stock exchange, neither of which can be guaranteed, and may
require agreement among major shareholders.
TMT was established to solve this problem by providing investors with the daily liquidity that a publicly traded
company offers, whilst achieving exposure to a diversified portfolio of high-growth, privately held technology
companies.
Investing in private companies requires a specialist skill set, access to suitable investment opportunities and
extensive research. TMT’s shareholders trust in the Company’s team to build and manage a diversified portfolio
of high-growth technology companies. For the last five years, TMT’s NAV-based IRR (internal rate of return) has
been 38.2% per annum.
Benefits of investing via TMT
Liquidity
Diversification
Rare exposure
Experience
Investing via publicly
traded TMT shares
provides shareholders
with venture capital
exposure combined with
the benefits of publicly
traded liquidity
Access to a diversified
portfolio of high-growth,
private companies in the
TMT sector
TMT’s shareholders
benefit from the
experience of a
specialist investment
team with a track record
of success
Most successful start-
ups move to their next
level of financing and
revenues within just one
to two years, at which
point they become
practically inaccessible
to private investors
for direct investment
until such time as they
subsequently undertake
a listing/IPO
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CASE STUDY 9.3x
Return on TMT’s
investment to date
$7.0m
Total Investment
$65.1m*
Fair Value
In November 2021, Backblaze
conducted its IPO on Nasdaq
Global Market, raising gross
proceeds of US$100m.
Backblaze, a leading cloud storage platform
(www.backblaze.com), announced on 10
November 2021 the pricing of its initial
public offering of 6.25m shares of its Class
A common stock at a price to the public of
US$16.00 per share, for gross proceeds to
Backblaze of US$100m. Backblaze’s Class
A common stock began trading on the
Nasdaq Global Market on 11 November
2021 under the ticker symbol “BLZE.” The
us$100m offering closed on 15 November
2021.
At the closing mid-market price of us$16.89
per share on 31 December 2021, the value
of TMT’s investment in Backblaze was
valued at approximately US$63.1 million,
which represented a revaluation uplift of
US$5.1 million (or 9%) in the value of TMT’s
investment in Backblaze, compared to the
previously announced valuation as of 31
December 2020 (adjusted for the value
of TMT’s additional investment made in
Backblaze in the second half of 2021). At
the closing mid-market price of us$11.53
per share on 21 March 2022, the value
of TMT’s investment in Backblaze was
approximately US$43.1 million.
*including US$2.0m Partial Cash Exit
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CASE STUDYTMT INVESTMENTS ANNUAL REPORT 2021 NAV per share
Net Asset Value per share
IRR*
3 Years
IRR*
5 Years
IRR*
7 years
45.4%
38.2%
33.0%
IRR*
Since Inception
(11 years)
23.4%
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201120202019201820172016As of 31 December of each year20152014201320122021$0.96$1.11$1.30$1.44$1.91$1.89$2.43$3.09$3.52$6.10$9.00$9.30*$6.40*$3.19*$2.53*$1.99*$3.82** Including dividends paid to date
Highlights
$9.00
NAV per share of US$9.00
(up 47.5% from US$6.10 as
of 31 December 2020)
$18.5m
of net cash proceeds from
exits during 2021
$283.1m
Total NAV of US$283.1m
(up from US$177.9 million
as of 31 December 2020)
$40.5m
of investments across 31
new and existing portfolio
companies in 2021
38.2%
$18.6m
5-year IRR of 38.2%
per annum
in cash reserves as
of 22 March 2021
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TMT INVESTMENTS ANNUAL REPORT 2021
Investment
Strategy
Through its investment criteria, TMT seeks to
identify companies with the following features:
Competent and motivated management
founders – managing high-growth companies
requires a rare combination of skills
High growth potential – companies with
a product or service that can be scaled up
globally
Growth stage – companies that are already
generating revenues (TMT’s typical minimum
revenue threshold is US$100,000 per month)
Series A / Pre-Series – A stage TMT’s typical
investment range: us$0.5m-2.5m
Viable exit opportunities – assessing
potential exit scenarios from the start
Core investment sectors. TMT currently focuses on identifying attractive
investment opportunities in the following segments of the TMT sector:
Big Data / Cloud
SaaS
E-Commerce
Marketplaces
Fintech
Edtech
Foodtech
Whilst the Company focuses its attention on these segments, it is not constrained to these segments and will
consider making investments throughout the TMT sector.
TMT invests globally
The Company is not geographically restricted in terms of where it can invest. It will consider any geographical
area, to the extent that the investment fits within the Company’s investment criteria.
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Investment selection process
TMT’s investment selection process is based on
analysing companies through its four-filter process.
The Company’s tried and tested process is the fruit
of its extensive hands-on experience in building and
growing start-ups combined with a deep analysis of
key operational and financial metrics.
Preliminary filter
The basic filter ensures that the team is comfortable
with the company’s segment within the TMT sector,
growth stage, the market trends in which it operates,
and its exit potential.
Numbers filter
The numbers filter analyses a company’s financial
performance, operational metrics and fundraising
terms, considering assessment of the company’s
competitive landscape.
Product filter
Analysis of the company’s product from a customer’s
perspective, including user experience, by drawing
on the team’s experience of assessing competing
products and services.
People filter
Managing a company in high-growth or hyper growth
scenarios requires a rare combination of high levels
of resilience, organisation and commercial acumen,
amongst others. TMT interviews the company’s
founders to identify these abilities, drawing upon
its experience of working with hundreds of start-up
company management teams.
Post-investment engagement
TMT has funded over 90 companies since inception.
The Company’s engagement with investees continues
post-investment, and is tailored to each company’s
needs and size. This can include attending an
investee’s board meetings, facilitating introductions
to new investors, providing strategic advice and
exploring synergies with partner companies, including
TMT’s portfolio companies.
Investment radar
Companies that have successfully passed through
the majority of the filters, but have not received
investment from TMT, are added to the Company’s
investment radar, whereby their development is
monitored for potential future investment. Novakid
and 3S Money are two most recent examples of
successful investee companies which TMT followed
for a while before making its first investment.
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TMT INVESTMENTS ANNUAL REPORT 2021
Investment
Strategy
(Since inception to 31 December 2021)
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PRELIMINARY FILTERSector, Growth Stage, Markets Trends, Exit PotentialNUMBERS FILTERFinancial Performance, Operational Metrics, Fundraising Terms, Competitive LandscapePEOPLE FILTERFounders’ Competence, Team’s Ability to Grow BusinessPOST-INVESTMENT ENGAGEMENTInvestee Board Meetings, New Investor Introductions Strategic Advice and Exploring SynergiesINTERNAL PRODUCT TESTING FROM THE CUSTOMER’S PERSPECTIVE14,000+Proposals in 11 Years1,300+Deeply Scrutinised90+Companies Funded300+Promising Companies on the Radar400+Interviewed3,200+Closely Analysed
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PRELIMINARY FILTERSector, Growth Stage, Markets Trends, Exit PotentialNUMBERS FILTERFinancial Performance, Operational Metrics, Fundraising Terms, Competitive LandscapePEOPLE FILTERFounders’ Competence, Team’s Ability to Grow BusinessPOST-INVESTMENT ENGAGEMENTInvestee Board Meetings, New Investor Introductions Strategic Advice and Exploring SynergiesINTERNAL PRODUCT TESTING FROM THE CUSTOMER’S PERSPECTIVE14,000+Proposals in 11 Years1,300+Deeply Scrutinised90+Companies Funded300+Promising Companies on the Radar400+Interviewed3,200+Closely Analysed Investing Policy
The Company’s objective is to generate an attractive
rate of return for shareholders, predominantly
through capital appreciation, by investing in primarily
venture capital and private equity opportunities in the
Technology, Media and Telecommunications (“TMT”)
sector.
The Company aims to provide equity, debt, and
equity-related investment capital, such as convertible
loans, primarily to small and mid-sized private
companies, which are seeking capital for growth
and development, consolidation or acquisition, or
as pre-IPo financing. In addition, the Company may
invest in “digital assets” defined as an electronically
stored right or title to digital or non-digital property
or service, including but not limited to intellectual
property, software, or cryptocurrencies. The Company
may also invest in publicly traded equities which have
securities listed on a stock exchange or over-the-
counter market.
The Company may make investments either directly
into individual companies or indirectly through similar
investment vehicles or funds focused primarily on
venture capital and private equity opportunities in
the TMT sector, provided such indirect investments
in other investment vehicles or funds in total do
not exceed 20% of the Company’s latest audited
or announced net asset value at the time of the
investment. The Company may also set up (and
potentially co-invest in) other investment vehicles or
funds and generate income by providing advisory and
consulting services to other investment vehicles or
funds.
The Company is not geographically restricted in terms
of where it will consider making investments. It will
consider any geographical area, to the extent that
the investment fits within the Company’s investment
criteria. The Company’s Directors and senior
managers have the relevant expertise to invest in
the TMT sector, whether in the form of equity, debt,
equity related instruments, collective investment
vehicles, or “digital assets”. The Company is not
subject to any borrowing or leveraging limits.
Private Companies
I
The Company will target primarily small and mid-
sized companies. Each investment is expected to
be at least US$250,000. The investments targeted
by the Company will aim to support rapidly-growing
private companies to increase market share and
achieve long-term shareholder value. If the Company
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invested in a private company prior to that company
listing on a stock market, the Company may retain
a part of its investment in the listed entity going
forward. Wherever appropriate, the Company
intends to work closely with the management of
each investee company to create value by focusing
on driving growth through revenue creation, margin
enhancement and extracting cost efficiencies, as well
as implementing appropriate capital structures to
enhance returns.
Public Companies
When investing in public equities, the Company will
seek to select companies with strong growth potential
in their respective segments. No restrictions will be
placed on the size of public companies in which the
Company may make an investment.
Realisation of Returns
The Company will, when appropriate, consider how
best to realise value for Shareholders whether
through a trade sale, flotation or secondary sale of
the investee companies. The proposed exit route
will form a key consideration of the initial investment
analysis. The Company expects to derive returns on
investments principally through long-term capital
gains and/or the payment of dividends by investees.
The primary ways in which the Company expects to
realise these returns include: (a) the sale or merger
of a company; (b) the sale of securities of a company
by means of public or private offerings; and (c) the
disposal of public equity investments through the
stock exchanges on which they are listed.
For private investee companies the Company believes
that its typical investment holding period should
provide sufficient time for investee companies to
adequately benefit from the capital and operational
improvements resulting from the Company’s
investment. The targeted holding period shall be
reviewed on a regular basis by the Company, but
it is expected that this will typically be between
two to six years. For public equities, following the
investment, the Company will continue to monitor
its position. Importance will be placed on the timing
of any disposal. Should the Company consider that
the capital appreciation of a particular investment
has reached its peak or is likely to or has begun to
decline, then the Company will consider the sale of
that investment.
1.7x
Return on TMT’s
investment to date*
$6.0M
Total Investment
$10.3M
Current Fair Value
In 2021, 3S Money
Club increased its
revenue 3.6x and
was profitable and
cash flow positive
3s Money Club, a uK-based bank challenger providing corporate
clients with multi-currency bank accounts in over 190 countries
(www.3s.money), completed two new equity funding rounds in
2021. The transactions collectively represented a revaluation uplift
of US$4.3 million (or 693%) in the fair value of TMT’s investment,
compared to the previous reported amount as of 31 December 2020
(adjusted for the value of TMT’s additional investments made in 3S
Money in 2021).
3s Money Club’s digital accounts are designed for high-value import
and export transactions, dividend distributions, finance and treasury
operations, with 3s Money handling all aspects of cross-border
payments and FX risk management.
*since first investment in 2020
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CASE STUDYTMT INVESTMENTS ANNUAL REPORT 2021 45x
Return on TMT’s
investment to date
$0.4M
Total Investment
$18.2M*
Current Fair Value
PandaDoc grew to
over 30,000 paying
clients in 2021, up
from over 23,000
at end 2020.
PandaDoc is a leading proposal automation and contract
management software provider (www.pandadoc.com) which in 2021
continued its double-digital annualised revenue growth. In 2021
PandaDoc completed a new equity funding round. The transaction
represented a revaluation uplift of US$10.4 million (or 286%) in the
fair value of TMT’s investment, compared to the previous reported
amount as of 31 December 2020.
Shortly thereafter, TMT sold 11% of its interest in PandaDoc to a
large institutional investor for a cash consideration of US$2.0 million.
The transaction represented a further revaluation uplift of US$4.2
million (or 30%) in the fair value of TMT’s investment in PandaDoc.
Collectively, the value of TMT’s investment in PandaDoc in 2021
increased to US$18.2 million, being the value of its remaining interest
and the consideration received, representing an increase of US$14.6
million (or approximately 402%) on the value of the Company’s
interest in PandaDoc as of 31 December 2020.
*Including US$2.0m partial cash exit
24
CASE STUDY Executive Director’s
Statement
2021 saw continued growth across the TMT Investments Plc (“TMT” or the “Company”)
portfolio, with structural business and economic drivers continuing to benefit the
Company’s global portfolio of high-growth technology companies. The period also saw
sustained investor interest in the high-growth potential of business models based on digital,
online and remote technologies, resulting in a significant increase in fundraising activities by
technology companies around the world. These two factors resulted in a continued trend
of positive revaluations and cash realisations across TMT’s portfolio.
Following the disposal of the Company’s investments
in Pipedrive for US$41 million at the end of 2020
and Depositphotos for US$14 million in 2021,
we were busy directing those proceeds towards
investing in successful existing investees as well
as new companies, at mainly Series A stages, that
met our investment criteria of having outstanding
management teams, a product or service that can be
scaled up globally, fast revenue growth, and viable exit
opportunities.
NAV per share
The Company’s NAV per share increased by 47.5% in
2021 to US$9.00 (from US$6.10 as of 31 December
2020), mainly as a result of the significant upward
revaluation of TMT’s investments in Bolt and
PandaDoc.
bonus pools in each of the Affected Bonus Periods
were calculated on the basis of the opening position
being the previous period’s “adjusted NAV before
bonus”. Pursuant to the terms of the Company’s
bonus plan, each of the Affected Bonus Periods
should have seen the calculation assess the annual
growth in NAV from an opening position of “adjusted
NAV after bonus”.
As a result, the amount of bonuses actually accrued in
the Affected Bonus Periods were understated by an
aggregate of US$372,556 (the “Underpaid Bonus”), of
which US$93,972 related to directors of the Company.
As the total amount of the Underpaid Bonus is
considered immaterial, the error has been corrected,
and the Underpaid Bonus has been included in the
current financial statements as an additional charge
for the current period.
Operating expenses
Financial position
In 2021, the Company’s administrative expenses of
US$1,924,650 were above the corresponding 2020
levels (us$1,234,005), reflecting the Company’s
significantly increased level of investment and
business development activities.
2021 Bonus
The total amount of bonus accrued for the year
ended 31 December 2021 was US$9,676,043
which was above the corresponding 2020 level
(US$6,086,948).
Previous years’ bonus pool adjustment
On 4 October 2021, the Company announced that
it had raised US$19.3 million (before expenses)
from new and existing shareholders, at a price of
US$8.50 per share. The Company was pleased to
note this vote of confidence, from current and new
shareholders, in the Company’s investment strategy.
As of 31 December 2021, the Company had no
financial debt and cash reserves of approximately
US$25.5 million. As of 22 March 2022, the Company
had cash reserves of approximately US$18.6 million,
as a result of the deployment of capital into new
investments in the period after 31 December 2021.
Outlook
Due to a technical error in the calculation of the
bonus pools in the bonus periods from July 2016 to
December 2020 (the “Affected Bonus Periods”), the
TMT has a diversified investment portfolio of over
50 companies, focused primarily on big data/
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TMT INVESTMENTS ANNUAL REPORT 2021TMT INVESTMENTS ANNUAL REPORT 2021
stage portfolio companies have various degrees of
exposure to Russia and ukraine. TMT has identified
eight of its portfolio companies that are most likely
to be negatively affected by the military conflict in
ukraine. If the conflict had taken place in 2021, TMT
would have reduced the fair value of the relevant
investees by a total of approximately US$4.6 million
(see the Subsequent Events section for further
details).
All these events have added to a high level of share
price volatility across all equities, to which the
technology sector has not been immune. The current
global situation is affecting the wider global economy,
and the ultimate effect on the global tech sector and
its participants will depend on how global dynamics
unfold in the coming months.
Despite the recent volatility, investors continue
to be interested in very high quality technology
businesses, and TMT will continue to identify such
opportunities very selectively and at appropriate
valuation levels, whilst employing an extremely
cautious general investment approach for the time
being. The Company expects a number of positive
revaluations across its portfolio in 2022 and will
update shareholders on relevant developments as
appropriate.
Alexander Selegenev
Executive Director
24 March 2022
cloud, e-commerce, saas (software-as-a-service),
marketplaces, FinTech, EdTech and FoodTech, most
of which continue to benefit from the accelerated
shift to online consumer habits and remote working.
Indeed, some of the portfolio companies recently
added to TMT’s portfolio have already raised further
funds since TMT’s investment at significantly higher
valuation levels. The general trends in the digital
technology sector continue to generate exciting
new investment and exit opportunities and the
tech venture capital investment space continues to
be one of the few beneficiaries of the new market
environment created by CoVID-19.
The sizeable correction in the valuations of publicly-
traded technology companies that took place in the
beginning of 2022 has had a mixed effect on the
Company. Whilst the valuation of NAsDAQ-traded
Backblaze (TMT’s second largest portfolio holding)
has been directly negatively affected, the Company’s
largest investee, Bolt, in January 2022 raised its
largest equity round to date at an over 50% premium
to the valuation achieved just five months prior. As
for the rest of the portfolio, many of the Company’s
investees entered that period of volatility with freshly
raised funds and continued to successfully grow their
businesses.
According to the BVP Cloud Index (https://cloudindex.
bvp.com/), median valuation multiples for the
relevant companies have broadly returned to the
more sustainable levels seen in 2014-2019. While
this period of uncertainty has not been long enough
to have a broad and sustained negative effect on
the underlying businesses of technology companies,
the recent public market correction has started to
be reflected in reduced valuations of earlier stage
privately held start-ups. This is generally beneficial
to TMT as an investor specialising in earlier stage
technology companies, allowing for more attractive
investment entry points.
The recent military conflict in ukraine, followed by the
broad sanctions against Russia, have undoubtedly
added to the global market uncertainty. TMT invests
globally and its portfolio is highly diversified in terms
of revenue origin from its underlying companies.
Given the international nature of online/digital
businesses, a small number of the Company’s earlier
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Portfolio
Developments
We are delighted with our portfolio companies’ performance in 2021, which has sustained
the Company’s historical trend of positive revaluations and cash realisations. A number of
portfolio companies received further validation for their business models by raising fresh
equity capital at higher valuations. In tandem, most of our other portfolio companies have
continued to grow their businesses quietly in the background. In addition, the Company
continues its policy of seeking to reduce the value of underperforming investees as soon as
there is enough evidence to support such decisions.
Portfolio performance:
• Backblaze, a leading cloud storage platform,
The following developments have had an impact
on and are reflected in the Company’s NAV and/
or financial statements as of 31 December 2021 in
accordance with applicable accounting standards:
Full and partial cash exits,
and positive revaluations:
• Bolt, a ride-hailing and food delivery platform
(www.bolt.eu), completed two consecutive equity
funding rounds in August 2021 and January
2022. The transactions collectively represented a
revaluation uplift of US$67.2 million (or 186%) in
the fair value of TMT’s investment, compared to
the previous reported amount as of 31 December
2020.
• PandaDoc, a proposal automation and contract
management software provider (www.pandadoc.
com), completed a new equity funding round.
The transaction represented a revaluation uplift
of US$10.4 million (or 286%) in the fair value of
TMT’s investment, compared to the previous
reported amount as of 31 December 2020.
Shortly thereafter, TMT sold 11% of its interest
in PandaDoc to a large institutional investor for
a cash consideration of US$2.0 million. The
transaction represented a further revaluation
uplift of US$4.2 million (or 30%) in the fair value of
TMT’s investment in PandaDoc. Collectively, the
value of TMT’s investment in PandaDoc in 2021
increased to US$18.2 million, being the value
of its remaining interest and the consideration
received, representing an increase of US$14.6
million (or approximately 402%) on the value of
the Company’s interest in PandaDoc as of 31
December 2020.
announced on 10 November 2021 the pricing of
its initial public offering of 6,250,000 shares of
its Class A common stock at a price to the public
of US$16.00 per share, for gross proceeds to
Backblaze of US$100,000,000. Backblaze’s Class
A common stock began trading on the Nasdaq
Global Market on 11 November 2021 under the
ticker symbol “BlZE.” The us$100,000,000 offering
closed on 15 November 2021. At the closing
mid-market price of us$16.89 per share on 31
December 2021, the value of TMT’s investment
in Backblaze was valued at approximately
US$63.1 million, which represented a revaluation
uplift of US$5.1 million (or 9%) in the value of
TMT’s investment in Backblaze, compared to
the previously announced valuation as of 31
December 2020 (adjusted for the value of TMT’s
additional investment made in Backblaze in the
second half of 2021). At the closing mid-market
price of US$11.53 per share on 21 March 2022,
the value of TMT’s investment in Backblaze was
approximately US$43.1 million.
• 3s Money Club, a uK-based bank challenger
providing corporate clients with multi-currency
bank accounts (www.3s.money), completed
two new equity funding rounds in 2021. The
transactions collectively represented a revaluation
uplift of US$4.3 million (or 693%) in the fair
value of TMT’s investment, compared to the
previous reported amount as of 31 December
2020 (adjusted for the value of TMT’s additional
investments made in 3S Money in 2021).
• Depositphotos, a leading stock photo and video
marketplace (www.depositphotos.com) was
acquired by VistaPrint, a Cimpress company. As
part of the transaction, TMT agreed to dispose
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TMT INVESTMENTS ANNUAL REPORT 2021TMT INVESTMENTS ANNUAL REPORT 2021
of its entire holding in Depositphotos for a cash
consideration of US$14.3 million (the “Disposal”),
including the us$1.4 million hold-back amount.
TMT received the initial consideration of US$12.9
million in October 2021. The Disposal represented
a revaluation uplift of US$3.5 million (or 32%) in
the fair value of TMT’s investment compared to
the previous reported amount as of 31 December
2020, assuming the entire hold-back amount is
received in full.
• Workiz, a leading saas provider for the field service
industry (www.workiz.com), completed a new
equity funding round. The transaction represented
a revaluation uplift of US$3.0 million (or 387%) in
the fair value of TMT’s investment, compared to
the previous reported amount as of 31 December
2020 (adjusted for the value of TMT’s additional
investments made in Workiz in 2021).
• Delivery Hero SE, one of the world’s leading local
delivery platforms, announced that it had entered
into an agreement with TMT’s portfolio company,
Hugo Technologies Ltd. (“Hugo”) (www.hugoapp.
com), to acquire its multi-category marketplace’s
core food delivery and quick commerce business.
As part of the transaction, TMT agreed to
dispose of its entire holding in Hugo for a cash
consideration of approximately US$3.8 million (the
“Disposal”), including a hold-back amount to be
confirmed. The Disposal represented a revaluation
uplift of US$2.0 million (or 111%) in the fair value
of TMT’s investment compared to the previous
reported amount as of 31 December 2020,
assuming the entire hold-back amount is received
in full. The transaction is expected to close in
Q2 2022 and is subject to relevant regulatory
approvals.
• Novakid, an online English language school for
children (www.novakidschool.com), completed
a new equity funding round. The transaction
represented a revaluation uplift of US$1.8 million
(or 362%) in the fair value of TMT’s investment,
compared to the previous reported amount as of
31 December 2020.
• Qumata (formerly HealthyHealth), a digital data
analytical solution for Life and Health insurers
(www.qumata.com), completed a new equity
funding round. The transaction represented a
revaluation uplift of US$0.9 million (or 206%) in
the fair value of TMT’s investment, compared to
the previous reported amount as of 31 December
2020 (adjusted for the value of TMT’s additional
investments made in Qumata in 2021).
• KitApps, trading as Attendify, a saas-based
virtual and hybrid event management platform
(www.attendify.com), was acquired by event
management platform Hopin. The transaction
represented a revaluation uplift of US$0.5 million
(or 91%) in the fair value of TMT’s investment,
compared to the previous reported amount as of
31 December 2020.
• Klear, an influencer marketing platform (www.klear.
com), was acquired by Meltwater B.V., a leading
global SaaS provider of media intelligence and
social analytics, for a total consideration of US$17.8
million, funded by a combination of cash and earn-
out. TMT’s total expected cash proceeds from this
disposal are approximately US$0.5 million. The
transaction represented a revaluation uplift of
US$0.3 million (or 211%) in the fair value of TMT’s
investment, compared to the previous reported
amount as of 31 December 2020.
• Volumetric Biotechnologies. Inc. (“Volumetric”) was
acquired by 3D Systems Corporation (NYSE:DDD)
(the “Acquisition”). The Acquisition was structured
as a US$45 million closing payment, with up to
US$355 million of further consideration due on an
earnout basis subject to the achievement of certain
milestones linked to the attainment of significant
steps in the demonstration of human applications
(the “Contingent Consideration”), with all such
payments comprising approximately half cash and
half equity in 3D Systems. TMT received its part of
the closing cash payment equal to US$0.32 million,
plus 11,810 shares of 3D Systems, worth, as of 31
December 2021, approximately US$0.25 million.
The initial part of the transaction (i.e. excluding
any potential future Contingent Consideration)
represented a revaluation uplift of US$0.36 million
(or 177%) in the fair value of TMT’s investment,
compared to the previous reported amount as of
31 December 2020.
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Portfolio Developments continued
• eAgronom, a farm management software provider
for grain producers (www.eagronom.com),
completed a new equity funding round. The
transaction represented a revaluation uplift of
US$0.2 million (or 55%) in the fair value of TMT’s
investment, compared to the previous reported
amount as of 31 December 2020.
• Hinterview, a leading video recruitment software
provider (www.hinterview.com), completed a new
equity funding round. The transaction represented
a revaluation uplift of US$0.2 million (or 35%) in the
fair value of TMT’s investment, compared to the
previous reported amount as of 31 December 2020.
Negative revaluations:
The following of the Company’s portfolio investments
were negatively revalued in 2021:
Portfolio
Company
Write-down
amount
(US$)
Reduction as % of fair
value reported as of 31
Dec 2020
Reasons for
write-down
Wanelo
1,223,149
67%
Anews
670,000
67%
Remote.it
1,512,643
50%
Scalarr
1,378,281
50%
Moeco
500,000
50%
Total
5,284,073
Lack of progress
in the last 2 years
Lack of progress
in the last 2 years
Lack of progress
in the last 2 years
Market changes
in 2021 outside
of Scalarr’s
control
Lack of progress
in the last 1.5
years
Key developments for the five largest portfolio
holdings in 2021 (Source: TMT’s portfolio companies):
(ride-hailing and food delivery service):
• Active in over 400 cities globally (up from over
200 cities as of 31 December 2020)
• Triple-digit growth across all verticals
(cloud storage provider):
• Double-digit annualised revenue growth
continued
• IPO on NASDAQ raising US$100 million
(proposal automation and contract
management software):
• Double-digit annualised revenue growth
continued
• Over 30,000 paying clients (from over 23,000 as
of 31 December 2020)
(provider of corporate multi-
currency bank accounts):
• Revenue increased 3.6 times
• Profitable and cash flow positive
(Perfume, wellness and beauty
product subscription service):
• Stable revenue
• EBITDA-profitable
• Launched in Canada
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TMT INVESTMENTS ANNUAL REPORT 2021TMT INVESTMENTS ANNUAL REPORT 2021
New investments:
TMT was highly active during 2021, investing
approximately US$40.5 million across the following
investments:
• Additional £3,971,825 (via acquisition of new
and existing shares) in 3S Money Club Limited,
a uK-based online banking service focusing on
international trade (www.3s.money);
• Additional US$228,933 (via acquisition of existing
shares) in Workiz, a saas solution for the field
service industry (www.workiz.com);
• Additional us$2,000,000 in Affise, a performance
marketing SaaS solution (https://affise.com/en/);
• Additional £399,997 in Qumata (previously
HealthyHealth), an InsurTech and HealthTech
company (www.healthyhealth.com);
• US$1,000,000 in 3DLook Inc., a body scanning and
measuring technology solution for the online retail
industry (www.3dlook.me);
• Additional €975,000 in Postoplan OÜ, a social
network marketing platform, which helps create,
schedule, and promote content
(www.postoplan.app);
• £200,000 in Balanced Ventures limited, trading
as FemTech lab, Europe’s first tech accelerator
focused on female founders (www.femtechlab.
com);
• us$500,000 in Agendapro, Inc., a saas-based
scheduling, payment and marketing solution for
the beauty and wellness industry in Latin America
(www.agendapro.com);
• US$4,000,000 in Muncher Inc., a cloud kitchen and
virtual food brand operator in Latin America (www.
muncher.com.co);
• US$1,000,000 in Aurabeat Technology
International limited, the producer of air purifiers
that are FDA-certified to destroy viruses and
bacteria (www.aurabeat-tech.com);
• US$2,000,000 in CloudBusiness Inc., trading as
synder, an accounting solution for e-commerce
businesses (www.synderapp.com);
• €500,000 in outvio, a fulfilment and delivery
management platform for the e-commerce
industry (www.outvio.com);
• Additional US$640,000 in Novakid, an online
English language school for children (www.
novakidschool.com);
• us$2,000,000 in Collectly, Inc., a tech-enabled
patient billing platform (www.collectly.co);
• us$1,099,999 in VertoFx ltd, a uK-based cross-
border payments and foreign exchange solution
facilitating commerce for modern businesses,
rapidly expanding in Africa (www.vertofx.com);
• US$1,000,000 in Metro Speedy Technologies Inc., a
technology based local delivery company providing
on-demand, same day or scheduled delivery
services (www.metrospeedy.com);
• US$1,000,000 in Academy of Change, a
personalised educational service for women on
lifestyle topics (www.akademiaperemen.ru);
• Additional US$2,000,000 in cloud storage provider
Backblaze (www.backblaze.com);
• €1,500,000 in Estateguru, a leading pan-European
marketplace for short-term, property-backed loans
(www.estateguru.co);
• Additional US$250,000 in Ad Intelligence Inc.,
trading as Adwisely (formerly RetargetApp), an
online solution aimed at monitoring ad campaigns
and automatically managing daily budgets,
audience and bids to improve the quality of
retargeting (www.adwisely.com);
• US$1,800,000 in Prodly Inc., an Applications
Operations (AppOps) software platform that
simplifies change management for salesforce
and helps businesses to automate deployments,
regression testing, governance, and version control
for enterprise applications (https://prodly.co);
• us$500,000 in Cyberwrite Inc., a platform offering
third-party cyber risk quantification and proactive
mitigation (www.cyberwrite.com);
• £500,000 in sonicJobs App ltd., an award-winning
mobile app helping blue collar workers find and
apply for jobs (www.sonicjobs.co.uk);
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Portfolio Developments Continued
• US$500,000 in Adorum, Inc., trading as OneNotary,
• Additional €400,000 in Postoplan OÜ, a social
an online notary service (www.onenotary.us);
• Additional £1,000,000 in Feel Holdings Limited, a
subscription-based multivitamin and supplement
producer (www.wearefeel.com);
• US$1,500,000 into Study space, Inc., trading as
EdVibe, an all-in-one language teaching platform
(https://edvibe.com/en);
• US$2,000,000 into Bafood Global Limited, a hyper
local ready-to-eat food delivery and cloud kitchen
operator in Eastern Europe (https://bafood.com.
ua/en);
• US$1,000,000 in Educate Online Inc., an education
platform that allows children aged 4-19 to study
in leading international schools remotely (www.
educate-online.io);
• US$850,000 in My Device Inc., trading as Whizz, a
device-as-a-service company that provides mobility,
sports and high-tech devices on a subscription
basis to corporate and individual clients (www.
getwhiz.co);
• US$1,000,000 in Lulu Systems, Inc., trading as
Mobilo, an eco-friendly smart business card
solution that allows users to digitally share contact
details and turn meetings into leads (www.
mobilocard.com); and
• US$500,000 in Alippe, Inc., trading as 1Fit, a mobile
app with single membership that gives access to
multiple gyms and yoga studios in Kazakhstan
(www.1fit.app).
Events after the reporting period:
In January 2022, the Company invested:
• €825,000 in Bairrissimo, LDA, trading as Bairro,
an instant food and grocery delivery company in
Portugal (www.bairro.io);
• us$4,000,000 in soAx ltd, a saas-enabled
marketplace of tools to collect publicly available
data on a scale (https://soax.com);
network marketing platform, which helps create,
schedule, and promote content (www.postoplan.
app); and
• £500,000 in Laundryheap Limited, a marketplace
for on-demand laundry and dry-cleaning services
(www.laundryheap.com).
In March 2022, the Company invested an additional
£499,918 in Laundryheap Limited, a marketplace for
on-demand laundry and dry-cleaning services (www.
laundryheap.com).
As a result of the recent military conflict in ukraine,
followed by the broad sanctions against Russia, TMT
has identified eight of its portfolio companies that are
most likely to be negatively affected by the situation
in ukraine and Russia. If the conflict had taken place
in 2021, TMT would have reduced the fair value of the
relevant investees as follows:
Portfolio Company
Potential write-down
amount (US$)
Potential reduction
as % of fair value
reported as of 31 Dec
2021
Anews
330,000
100%
StudyFree
500,000
Allright
386,250
Academy of Change
660,000
EdVibe
Bafood
750,001
1,000,000
Educate Online
500,000
My Device
425,000
50%
50%
66%
50%
50%
50%
50%
These events after the reporting period are not
reflected in the NAV and/or the financial statements
as of 31 December 2021.
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TMT INVESTMENTS ANNUAL REPORT 2021TMT INVESTMENTS ANNUAL REPORT 2021
10.4x
Return on TMT’s
investment to date
$0.4M
Total Investment
$4.0M
Current Fair Value
Workiz is trusted
by over 100,000
home service
professionals
across the US
and Canada.
Workiz, a leading saas provider for the field service industry (www.
workiz.com), completed a new equity funding round. The transaction
represented a revaluation uplift of US$3.0 million (387%) in the
fair value of TMT’s investment, compared to the previous reported
amount as of 31 December 2020 (adjusted for the value of TMT’s
additional investments made in Workiz in 2021).
Workiz’s easy-to-use services make managing home service teams
dramatically more efficient by improving workflow, efficiency and
lead management, among many other features. Schedule jobs,
dispatches, invoice, and get paid - all in one place. Workiz is trusted
by over 100,000 home service professionals across the US and
Canada, from plumbing to electrics, computer repair to landscaping.
32
CASE STUDY Investment
Portfolio
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TMT INVESTMENTS ANNUAL REPORT 2021TMT INVESTMENTS ANNUAL REPORT 2021
Portfolio Classification
by Investee Sectors
(As of 31 December 2021)
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Big Data / CloudEcommerceEdtechFoodtechMarketplacesSaaSFintechOther
35
Big Data / CloudEcommerceEdtechFoodtechMarketplacesSaaSFintechOther The Company’s Ten Largest
Portfolio Investments
(As of 31 December 2021)
#
1
2
3
4
5
6
7
8
9
10
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Portfolio Company
Fair Value (US$)
As % of total
portfolio value
Bolt
Backblaze
PandaDoc
3S Money Club
ScentBird
Muncher
Workiz
Hugo
Affise
Feel
Other
Total
103,375,800
63,146,440
16,185,773
10,299,630
6,590,954
4,059,999
3,971,659
3,756,540
3,470,870
3,399,212
47,197,259
265,454,136
38.94%
23.79%
6.10%
3.88%
2.48%
1.53%
1.50%
1.42%
1.31%
1.28%
17.78%
100.00%
OTHER
Portfolio allocation by sector and
by number of companies
(As of 31 December 2021)
Sector
Fair Value (US$)
As % of Fair Value
Number of Companies
Marketplaces
108,882,340
Big Data/cloud
67,556,324
SaaS
Fintech
Edtech
38,410,540
14,534,929
11,286,052
E-Commerce
11,042,628
Foodtech
Other
Total
7,059,999
6,681,324
265,454,136
41.01%
25.45%
14.47%
5.48%
4.25%
4.16%
2.66%
2.52%
100.00%
4
7
17
4
8
4
3
8
55
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OTHERAs % of Fair ValueBig Data / CloudFintechEdtechOtherFoodtechE-CommerceSaaSMarketplacesTMT INVESTMENTS ANNUAL REPORT 2021TMT INVESTMENTS ANNUAL REPORT 2021
Portfolio allocation by growth
stage of investee companies
(As of 31 December 2021)
By development stage
Fair Value ($)
Percentage (%)
Companies
23,720,794
59,025,329
182,708,013
265,454,136
8.94%
22.24%
68.82%
100.00%
29
23
3
55
Early
Mid-stage
Expansion
Total
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Fair ValueNumber ofCompaniesExpansionMid-stageB2CB2BB2BB2CB2B/B2CB2B/B2CEarlyMid-stageEarlyExpansionFair ValueNumber ofCompanies
Portfolio allocation by target
audience of investee companies
(As of 31 December 2021)
By development stage
Fair Value ($)
Percentage (%)
Companies
B2C
B2B/B2C
B2B
Total
126,120,783
76,268,449
63,064,904
265,454,136
47.51%
28.73%
23.76%
100.00%
16
13
26
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Fair ValueNumber ofCompaniesExpansionMid-stageB2CB2BB2BB2CB2B/B2CB2B/B2CEarlyMid-stageEarlyExpansionFair ValueNumber ofCompaniesTMT INVESTMENTS ANNUAL REPORT 2021TMT INVESTMENTS ANNUAL REPORT 2021
Proven track record in creating value
(Since inception to 31 December 2021)
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VALUE CREATED$365.9MFULL PROFITABLE CASH EXITS$94.4MPARTIAL CASH EXITS AND OTHER CASH PROCEEDS$6.0MCURRENT PORTFOLIO$265.5MCAPITAL INVESTED$93.9MVALUE LOST$13.4MFULL NEGATIVE EXITS$11.6MPARTIAL IMPAIRMENTS$1.8MCapital InvestedValue LostValue Created
Exits
(Since inception to 31 December 2021)
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Partial Profitable ExitsAcquirersFull Profitable ExitsTMT INVESTMENTS ANNUAL REPORT 2021TMT INVESTMENTS ANNUAL REPORT 2021
Portfolio Map
(As of 31 December 2021)
Expansion
Mid-stage
Early
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The Company’s ten largest
portfolio investments
(As of 31 December 2021)
www.bolt.eu
International ridehailing and delivery platform.
Incorporation
Estonia
First invested in
September
2014
Total Investment
$0.32m
Fair Value
$103.4m
www.backblaze.com
online data back-up and cloud storage provider.
Incorporation
USA
First invested in
July 2012
Total Investment
$7.03m
Fair Value
$63.1m
www.pandadoc.com
Proposal automation and contract management
software provider.
Incorporation
USA
First invested in
July 2014
Total Investment
$0.41m
Fair Value
$16.2m
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www.3s.money
A uK-based bank challenger providing corporate
clients with multi-currency bank accounts
Incorporation
UK
First invested in
April 2020
Total Investment
$6.0m
Fair Value
$10.3m
www.scentbird.com
Perfume, wellness and beauty product subscription
service.
Incorporation
USA
Total Investment
$1.23m
First invested in
April 2015
Fair Value
$6.6m
www.muncher.com.co
Cloud kitchen and virtual food brand operator in
Central & Latin America.
Incorporation
USA
First invested in
April 2021
Total Investment
$4.06m
Fair Value
$4.06m
www.workiz.com
A leading saas provider for the field service industry.
Incorporation
USA
First invested in
May 2016
Total Investment
$0.38m
Fair Value
$3.97m
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www.hugoapp.com
Multi-category marketplace.
www.affise.com
Performance marketing SaaS solution
Incorporation
USA
First invested in
January
2019
Total Investment
$1.2m
Fair Value
$3.76m
Incorporation
USA
First invested in
September
2019
Total Investment
$3.0m
Fair Value
$3.47m
www.wearefeel.com
subscription-based innovative multivitamin and
supplement producer
Incorporation
UK
First invested in
August
2020
Total Investment
$3.04m
Fair Value
$3.4m
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Board of Directors
Yuri Mostovoy, Non-Executive Chairman, was
appointed to the Board in June 2011. Yuri brings over
38 years expertise in investment banking, software
development and business to his role as Chairman
of the Company. Yuri has held a number of previous
Board positions at a number of companies, and
brings this experience to the Board. He has been
involved in a number of internet start-ups in the areas
of medical devices, software development, and social
media.
yuri Mostovoy is actively involved in the start-up
investment community, especially in some of the
tech hubs in the USA, meeting with technological
companies seeking investments on a regular
basis. Through this process of direct contact with
investee companies, Yuri keeps updated on sector
developments.
Alexander Selegenev, Executive Director, was
appointed to the Board in December 2010. The
Executive Director has the responsibility of leading
the business and the executive management team,
ensuring that strategic and commercial objectives are
met. Alexander has over 20 years of experience in
investment banking and venture capital, with specific
expertise in international corporate finance, equity
capital markets and mergers and acquisitions at a
number of City of london firms including Teather &
Greenwood Limited, Daiwa Securities SMBC Europe
Limited, and Sumitomo Bank Limited. Throughout
his career he worked on a large number of AIM
IPOs and private equity and merger and acquisition
transactions. He brings strong experience of working
with public markets. Alexander’s public markets and
financial experience make him an ideal conduit to
engaging with the Company’s Nomad, corporate
brokers, investors and make him an effective conduit
between the Board and the Company’s other team
members.
Alexander Selegenev is an active member of the
Company’s investment committee, allowing him to
keep very close to developments and current thinking
on innovative technologies, market trends, company
valuations and fund raising activities.
Alexander Selegenev is a member of the Company’s
Nomination Committee.
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James Mullins, independent Non-executive
Director, was appointed to the Board in December
2010. He brings to the Company a strong
combination of accountancy, experience of working
with public markets and institutional investors. James,
with his financial background, provides the experience
required as chairman of the audit committee to
challenge the business internally and also the Group
auditors. From 2004 to 2007, he was the Finance
Director at Rambler Media and was involved in its
successful admission on AIM and subsequent sale.
He has been a director of numerous funds and
companies including a fund listed on the Bermuda
Stock Exchange. He was previously a partner in
First Mercantile and FM Asset Management Ltd. He
previously worked for PricewaterhouseCoopers,
Deloitte and British Coal where he was a national
investment manager. He was recently Chairman of
the Scottish Salmon Company, which is listed on
the Oslo Bors. James is a Fellow of the Association
of Chartered Certified Accountants and he holds
a Bachelor of Science degree and a Master of Arts
degree from Trinity College, Dublin. James is also an
active entrepreneur and investor.
James Mullins has completed an online course with
University of Oxford Said Business School entitled
“Oxford Blockchain Strategy Programme”.
James Mullins serves as Chairman of the Audit,
Remuneration and Nomination committees.
Petr Lanin, independent Non-executive Director,
was appointed to the Board in December 2010.
Petr’s experience in investment and brokerage that
he brings to the Company allows him to review and
challenge decisions and opportunities presented both
within the formal arena of the Boardroom and as
called upon when needed by senior management.
He began his career as an equity analyst in 1995.
Between 1996-2000 he served as head of equities in
Makprombank. Between 2000 and 2006 he held the
position of general director of investment company
“Maxwell Capital”. Following his appointment as
general director of “Maxwell Asset Management” in
2003, Mr Lanin was key in the establishment and
management of many investment funds. He was also
one of the managing directors of venture capital fund
“Maxwell Biotech” which was a closed mutual fund set
up and operated by Maxwell Asset Management. In
2008, Maxwell Asset Management established a UK
FSA registered subsidiary in which Petr Lanin held a
controlled function.
Petr Lanin is a member of the Company’s Audit and
Remuneration Committees.
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Corporate
Governance
AIM quoted companies are required, pursuant to the AIM
Rules for Companies, to set out details of the recognised
corporate governance code that the Board of Directors
has decided to adopt, how the Company complies with
that code and provide reasons for any departures where it
does not comply with that code.
Introduction
The Board fully endorses the importance of good corporate
governance and has adopted the 2018 Quoted Companies Alliance
Corporate governance Code for small and Mid-sized Companies (the
“QCA Code”), which the Board believes to be the most appropriate
corporate governance code given the Company’s size, stage of
development and that its shares are admitted to trading on AIM. The
QCA Code is a practical, outcome-oriented approach to corporate
governance that is tailored for small and mid-size quoted companies
in the UK and which provides the Company with the framework and
effective oversight to help ensure that a strong level of governance is
maintained.
In accordance with the QCA Code and AIM Rule 26, the report below
provides a high-level overview of how TMT has applied the principles
of the QCA Code and any areas in which the Company’s governance
structures and practices depart from or differ from the expectations
of the QCA Code.
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Chairman’s corporate
governance statement
Dear Shareholder,
As Chairman, it remains my responsibility, working
with my fellow Board colleagues, to ensure that good
standards of corporate governance are embraced
throughout the Company. I am therefore pleased to
report that, in accordance with the revisions made
to the AIM Rules for Companies, the Board chose to
adopt the QCA Code effective 28 september 2018.
The adoption of the QCA Code supports the
Company’s success by creating and supporting a
strong corporate governance environment for the
benefit of the Company, its shareholders and its
stakeholders.
The Board is committed to good governance across
the business, at executive level and throughout
its operations and we believe that the QCA Code
provides us with the right governance framework: a
flexible but rigorous outcome-oriented environment
in which we can continue to develop our governance
model to support our business. The Company
applies the QCA Code by seeking to address all of
its requirements and ensuring that the QCA Code
is embedded in the Company’s operations and
corporate culture.
As Chairman, I am responsible for leading an effective
Board, fostering a good corporate governance
culture, maintaining open communications with
shareholders and ensuring appropriate strategic
focus and direction for the Company.
Good governance is the fundamental
underpinning of ESG
The focus on ESG (Environmental, Social &
Governance) is intensifying rapidly. The devastating
social and economic fallout from the CoVID pandemic
has served to put the ESG agenda into sharper
view and has accelerated the intensity of focus.
Investor attention has been driven by three factors:
regulatory pressure, underlying investor demand;
and a recognition that the existing ESG data opacity
provides for a market inefficiency to exploit.
The Company has been monitoring ESG issues before
they reached the mainstream investment agenda. As
such, we have made a number of investments in Esg-
focused companies that also meet TMT’s investment
objectives. This year we started to formalise our ESG
framework under the guiding principles that it be
relevant, realistic and accountable. We are pleased to
announce our Esg Initial Policy in this Annual Report
2021, which will be fully published in the Interim
Report 2022 and subsequently updated as required.
A corporate culture based on transparency,
innovation and continuous improvement
The Board not only sets expectations for the business
but works towards ensuring that strong values are
set and carried out by the Directors across the
business. The Company’s corporate culture is based
on the three values of transparency, innovation and
continuous improvement. These three values support
the Company’s objectives, strategy and business
model.
Transparency
As a publicly quoted company that provides investors
with a liquid route to investing in private companies,
transparency is fundamental to how we operate and
communicate with our shareholders. The Company
therefore endorses a culture of transparency and
seeks to provide investors with as much information
as is practically possible regarding its portfolio
investments and its own operations as a company.
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Chairman’s Corporate governance statement continued
Innovation
Innovation supports the Company’s objective of
investing in successful, long-term companies that
have innovation at the core of their own business
models. In parallel, the Company seeks to apply
an innovative approach to how it manages its own
operations. The Company therefore seeks to review
its operations and capabilities on an ongoing basis to
ensure it can continue to successfully operate as an
investing company and make best use of its range of
capabilities.
Continuous improvement
Continuous improvement reflects the Company’s
objective of assessing its own performance and
identifying areas for improvement across its
investment processes and operations on an ongoing
basis.
We place a special focus on monitoring and
promoting a healthy corporate culture, which the
Company currently enjoys. Nevertheless, there is
always room for improvement and we will continue
to pursue programmes that keep us advancing in this
regard.
The importance of engaging with our shareholders
underpins the essence of the business, and we
welcome investors’ continued engagement with both
the Board and executive team.
In the statements that follow, we explain our
approach to corporate governance, how the Board
and its committees operate, and how we seek to
comply with the QCA’s 10 principles.
Yuri Mostovoy
Chairman
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Principle 1
Establish a strategy and business model
which promote long-term value for
shareholders
The Company has been established for the purpose of making investments in the Technology, Media and
Telecommunications sector (“TMT sector”) where the Directors believe there is potential for growth and the
creation of shareholder value.
Investment Strategy
TMT currently focuses on identifying attractive investment opportunities in the following segments of the TMT
sector:
Big Data / Cloud
SaaS
Marketplaces
Edtech
E-Commerce
Fintech
Foodtech
Among other features, TMT seeks to identify
companies that have:
• Competent and motivated management
founders – managing high-growth companies
requires a rare combination of skills
• High growth potential – companies with a
product or service that can be scaled up globally
The Company has identified a number of challenges
in executing its strategy. We describe these risks and
how we manage them in Principle 4.
The Company believes it is well placed to deliver
shareholder value in the medium and long-term
through the application of its business model,
investment strategy and risk mitigation measures, as
described in this document.
• Growth stage – companies that are already
generating revenues (TMT’s typical minimum
revenue threshold is US$100,000 per month)
• Series A / Pre-Series A stage TMT’s typical
investment range: us$0.5m-2.5m
• Viable exit opportunities – assessing potential
exit scenarios from the start
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includes information on amount, type and quality of
information provided, presentation style and areas
of investor interest. Investor feedback collected is
incorporated into the planning of future events on an
ongoing basis. During the restrictions imposed by the
Covid-19 pandemic, the Company made increased
use of online and social media communications to
maintain communication with all types of investors.
Interested parties are able to subscribe for
notifications of such future events by contacting
tmt@kinlancommunications.com.
Shareholder enquiries should be directed to
Alexander Selegenev, Executive Director at
ir@tmtinvestments.com, or to the Company’s
advisors, contact details for whom are included on
the Company’s web site.
Principle 2
Seek to understand and meet shareholder
needs and expectations
The Company places great importance on
communication with shareholders and potential
investors, which it undertakes through a variety of
channels, including the annual report and accounts,
interim accounts, and regulatory announcements
that are available on the Company’s website www.
tmtinvestments.com. On request, hard copies of the
Company’s reports and accounts can be mailed to
shareholders and other parties who have an interest
in the Company’s performance.
The Directors review the Company’s investment
strategy on an ongoing basis. Any material change
to the Investing Policy will be subject to the prior
consent of the shareholders in a general meeting.
Developing a good understanding of the needs
and expectations of all elements of the Company’s
shareholder base is fundamental to the Company’s
progress. The Company has developed a number
of initiatives that it holds on a regular basis to
meet this need. As part of its regular dialogue with
shareholders, the Company seeks to understand the
motivations behind shareholder voting decisions as
well as manage shareholders’ expectations.
The Company’s shareholder base has grown in
numbers as well as become more diversified since its
admission to AIM in December 2010. The Company’s
shareholder base is comprised of institutional
investors, family offices, high net worth individuals
and retail investors.
On 17 February 2021, the Company announced
the appointment of Cenkos Securities plc (“Cenkos”)
as Joint Broker to TMT. Cenkos, together with the
Company’s other advisors, is arranging regular
meetings with UK institutional investors and private
client brokers, seeking to broaden the Company’s
shareholder base. In addition, the Company engages
with the financial media on a regular basis in order to
generate interest among a wider number of potential
shareholders.
The Company continues to be committed to engaging
with retail investors by holding private investor events
arranged by the Company’s public relations adviser.
As part of these retail investor events, feedback
surveys are provided to attendees. The feedback
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Principle 3
Take into account wider stakeholder and
social responsibilities and their implications
for long-term success
The Company’s business model is that of a publicly
quoted venture capital investing company investing
in the TMT sector. As such, it relies on the continued
growth of the TMT sector and access to promising
investment opportunities. In relation to its wider
stakeholders, the Company needs to ensure that it:
Regulators
The Company is quoted on AIM and is subject to
regulation by the London Stock Exchange. The
Company is also subject to the UK City Code on
Takeovers and Mergers.
• Maintains a good reputation as a credible investor
Other suppliers
in its chosen investment sector;
• Is fully compliant with all regulatory requirements;
• Takes into account its wider stakeholders’ needs;
and
The Company has banking relationships in place
to service its operations as well as a number of
administrative and other suppliers, such as the
Registrar and Company secretary.
• Takes into account its social responsibilities and
their implications for long-term success.
The Company’s workforce
Internal stakeholders
The Company regards its employees, advisors,
shareholders and investee companies, as well as the
technology and start-up community, to be the core
of its wider stakeholder group:
The Company’s investment performance relies on
the retention and incentivisation of its directors,
employees and consultants.
The technological and start-up community
The Company sources its investments from the
global technological universe of companies. All
members of the Company’s team maintain good
relationships with the global technological start-
up community through arranging meetings with
prospective investees, attending tech and tech
investor events, and through ongoing building
of their professional network, both online and in
person. This is essential to maintaining a valuable
level of accumulated tech knowledge, being
connected to the latest developments in our core
sectors and having access to a pipeline of attractive
investments in the innovative world of technology
investing.
Professional advisors
The Company’s professional advisors include its
Nominated Adviser (Nomad), Brokers, Accountants,
Auditors, and legal and Financial PR advisors. The
Company works closely with its professional advisors
to ensure that it is fully compliant with all regulatory
requirements at all times.
The Company has put in place the Bonus Plan for
Directors, officers, employees of, or consultants to, the
Company, as summarised in the Executive Director’s
Statement above. In November 2020, the Company
announced an extension to its Bonus Plan until 31
December 2024. Under the Company’s Bonus Plan,
subject to achieving a minimum hurdle NAV and high
watermark conditions, the team receives an annual
cash bonus equal to 7.5% of the net increases in
the Company’s NAV, adjusted for any changes in the
Company’s equity capital resulting from issuance
of new shares, dividends, share buy-backs and
similar corporate transactions. As announced on 25
November 2020, this has been increased from 7.5% to
10.0% with effect from 1 January 2021.
The Company engages with its stakeholders during
the course of its day-to-day activities, seeking
feedback as the occasion arises. The Company
evaluates feedback and assesses its incorporation
into its decisions and actions and, if appropriate,
its operations, on an ongoing basis. Details of
the Company’s most regular interactions with
shareholders, through which the Company gains
feedback from shareholders, are provided in the
disclosures on Principle 2 above.
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The Board regularly reviews the risks faced by the
Company and ensures the mitigation strategies
in place are the most effective and appropriate to
the Company. There may be additional risks and
uncertainties which are not known to the Board and
there are risks and uncertainties which are currently
deemed to be less material, which may also adversely
impact performance. It is possible that several
adverse events could occur and that the overall
impact of these events would compound the possible
impact on the Company. Any number of the below
risks could materially adversely affect the Company’s
business, financial condition, results of operations
and/or the market price of the ordinary shares.
Principle 4
Embed effective risk management,
considering both opportunities and threats,
throughout the organisation
The Directors are responsible for the Company’s
internal control framework and for reviewing
its effectiveness. Each year the Board reviews
all controls, including financial, operational and
compliance controls and risk management
procedures. The Directors are responsible for
ensuring that the Company maintains a system of
internal control to provide them with reasonable
assurance regarding the reliability of financial
information used within the business and for
publication, and that assets are safeguarded. There
are inherent limitations in any system of internal
financial control. on the basis that such a system can
only provide reasonable but not absolute assurance
against material misstatement or loss, and that it
relates only to the needs of the business at the time,
the system as a whole was found by the Directors at
the time of approving the accounts to be appropriate
given the size of the business.
In determining what constitutes a sound system
of internal controls the Board considers:
• The nature and extent of the risks which they
regard as acceptable for the Company to bear
within its particular business;
• The threat of such risks becoming reality;
• The Company’s ability to reduce the incidence and
impact on its business if the risk crystallises; and
• The costs and benefits resulting from operative
relevant controls.
The Board has taken into account the relevant
provisions of the QCA Code and associated guidance
in formulating the systems and procedures which
it has put in place. The Board is aware of the need
to conduct regular risk assessments to identify the
deficiencies in the controls currently operating over
all aspects of the Company. The Board conducts a
formal risk assessment on an annual basis but will
also report by exception on any material changes
during the year.
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The Company has identified the following principal risks in executing its strategy and addresses these in the
following ways:
Key people risk
Mitigation:
The Company’s management team is relatively small in
The Company ensures that the databases it maintains for
number and the resignation or unavailability of members of
investment selection and monitoring are shared across the
the management team could potentially have an effect on
senior management team, reducing the possibility of loss of
the performance of the Company.
information due to any one individual leaving or not being
available. In addition, the Company’s bonus plan serves to
ensure that compensation is benchmarked to ensure staff
retention.
The Company invests in earlier stage companies
Mitigation:
Investing in earlier stage companies is inherently risky.
The TMT team is experienced in investing in earlier stage
These businesses may not successfully scale up their
technology companies and conducts extensive analysis
technology or offering, may fail to secure the necessary
through its four-filter investment process, as well as due
funding (attract further investment) and may lose key
diligence on the companies before it makes any investment.
personnel, amongst other risks.
Portfolio valuation may be dominated by
Mitigation:
single or limited number of companies
The success or failure of companies in our portfolio in
portfolio across its core investment sectors. The Company
growing revenues and/or attracting further investment
also sells partial stakes from time to time in its more
is likely to have a significant impact on their valuation,
successful holdings in order to reinvest in other companies
increasing or decreasing significantly. These valuations are
and/or keep the Company’s portfolio appropriately
driven by market forces and are outside of our control.
balanced.
The Company has built and continues to build a diversified
Large number of investment opportunities
Mitigation:
The sectors in which the Company invests are characterised
The Company focuses on a small number of core segments
by large numbers of new companies being launched with
within the TMT sector in which it has expertise and
similar business models and across many countries. The
established professional networks, in order to benefit from
sheer multitude of companies can make identifying the best
its competitive information advantage.
companies a challenge in terms of analysis, the monitoring
of performance before investing and the overall assessment
of an investee’s potential.
The Company uses a filtering system that is designed to
identify companies with the best potential to become
scalable businesses with rapid growth potential. A special
emphasis is placed on assessing the exit opportunities for
investments under consideration, taking into account sector
trends, valuations, M&A trends and other relevant criteria.
Speed of technological change
Mitigation:
Technological change is taking place at ever increasing
We address this challenge by typically investing in
tempos. The speed of technological innovation can make it
companies that are already generating revenue and
harder to assess an investee company’s potential, especially
therefore have a proven revenue generating business
at an early stage of development.
model at the time of the Company’s initial investment.
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Principle 4 continued
Valuation of investments
Mitigation:
The Company invests in companies that at times operate
To mitigate this risk, the Company reviews all its investments,
in extremely competitive sectors. Given the nature of
as a minimum, every six months. For each of its portfolio
the companies we invest in, it is not likely that all will be a
companies, the Company maintains a database with data
success. It is therefore inevitable that some investments
provided by its portfolio companies that includes their key
will require impairment.
performance indicators (KPIs). Through this process, the
Company actively monitors the performance of KPIs and
other indicators that can affect fair value revaluations.
The Company has a small number of
Mitigation:
shareholders who hold a large proportion of
the total share capital of the Company
The Company seeks to build a mutual understanding
of objectives between itself and its shareholders. The
The decision by one or more of these shareholders to
Company maintains regular contact with its shareholders
dispose of their holding in the Company may have an
through meetings and presentations held throughout the
adverse effect on the Company’s share price.
year.
Non-controlling positions in portfolio companies
Mitigation
Non-controlling interests in portfolio companies may lead
As part of its investment in portfolio companies, the
to a limited ability to protect the Company’s position in
Company will seek to secure board representation where
such investments.
possible. Fundamentally, however, the success of a start-up
depends greatly on the abilities of its founder-managers.
The Company therefore places extremely high importance
on investing in companies backed by highly skilled,
professional and trustworthy founders.
Proceeds from the realisation of investments
Mitigation
may vary substantially from year to year
To address this challenge, the Company focuses on
The timing of portfolio company realisations is uncertain
investing in companies that it considers to have good exit
and depends on factors beyond the Company’s control.
opportunities, via a trade sale, IPO or other exit route. This
As an investing company that does not generate sales, the
increases the likelihood of generating cash returns, which
Company faces the potential challenge of insufficient funds
can then be used to reinvest or satisfy financial obligations
to meet its financial obligations or make new investments.
if necessary. The Company has also conducted a number of
Cash returns from the Company’s portfolio are therefore
equity fund raises since its admission to trading on AIM. As
unpredictable.
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part of its fundraising efforts, the Company has committed
significant resources to developing its shareholder base.
The Company seeks to maintain sufficient cash resources to
manage its ongoing operating and investment commitment
and undertakes regular working capital reviews.
The Company’s approach to managing liquidity is to ensure
that it will always have sufficient liquidity to meet its liabilities
when due, under both normal and stressed conditions,
without incurring unacceptable losses or risking damage to
the Company.
The Company has low liquidity risk thanks to maintaining
adequate cash reserves, by continuously monitoring actual
cash flows and by matching the maturity profiles of financial
assets and current liabilities.
The Company believes it is well placed to deliver shareholder
value in the medium and long-term through the application
of its business model and investment strategy and risk
mitigation, as described above.
Principle 5
Maintain the board as a well-functioning,
balanced team led by the Chair
The Board is responsible to shareholders for the overall
management of the Company and may exercise all the
powers of the Company, subject to the provisions of
relevant statutes and any directions given by special
resolution of the shareholders.
The Board, led by the Chairman, consists of four
directors, three of whom are Non-executive.
The Board comprises of the Non-executive Chairman
(yuri Mostovoy), two Non-executive Directors (James
Joseph Mullins and Petr Lanin) and the Executive
Director (Alexander Selegenev). James Mullins and Petr
lanin, both Non-executives, are considered by the
Board to be independent. Both James Mullins and Petr
Lenin were appointed to the Board in December 2010.
Whilst they have now served as independent Non-
executive Directors for over ten years, the QCA Code
states that the fact that a director has served for over
nine years does not automatically affect independence.
The Board is satisfied that both James Mullins and Petr
Lanin continue to be free from any business or other
relationship which could interfere with the exercise of
their independent judgement. In line with the QCA Code
recommended good practice, both James Mullins and
Petr lanin will now be subject to annual re-election on
an ongoing basis.
The Board considers that it has the necessary industrial,
financial, public markets and governance experience,
possessing the necessary mix of experience, skills,
personal qualities and capabilities to deliver the strategy
of the Company for the benefit of the shareholders over
the medium to long-term (details of which are set out in
the responses to Principle 6 of the QCA Code below).
The Non-executive Chairman is required to dedicate
at least seven days every month to his duties with
the Company. The Executive Director is expected to
dedicate the substantial part of his time to his duties
with the Company. The Non-executive Directors are
normally required to dedicate at least two days a month
to their duties with the Company.
The Board delegates certain responsibilities to its
Committees, so that it can operate efficiently and give
an appropriate level of attention and consideration to
relevant matters. The Company has an Audit Committee,
a Remuneration Committee and a Nomination
Committee, all of which operate within a scope and
remit defined by specific terms of reference determined
by the Board. The Board and its Committees are
provided with high quality information in a timely
manner to facilitate proper assessment of the matters
requiring a decision or insight.
The Directors have access to the Company’s advisers
and are able to obtain advice from other external bodies
as and when required.
Board meetings
Six board meetings were held in 2021. One meeting
of the Audit Committee and one meeting of the
Remuneration Committee were held in 2021. The
number of meetings attended by the Directors is set out
below. In addition to the table below a board committee
meeting was held on 5 October 2021 regarding the
allotment of shares for the fund raise conducted by the
Company in October 2021, attended by Yuri Mostovoy
and Alexander Selegenev.
Director
Board meetings
Audit Committee meetings Remuneration
Committee Meetings
Yuri Mostovoy
Alexander Selegenev
Petr Lanin
James Mullins
Total meetings
6
2
6
6
6
-
-
1
1
1
-
-
1
1
1
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Principle 6
Ensure that between them the directors
have the necessary up-to-date experience,
skills and capabilities
The Board considers that it has the necessary industrial, financial, public markets and governance experience,
possessing the necessary mix of experience, skills, personal qualities and capabilities to deliver the strategy
of the Company for the benefit of the shareholders over the medium to long-term. The Directors’ individual
experience is set out in the Board of Directors section of this report.
Principle 7
Evaluate board performance based on clear
and relevant objectives, seeking continuous
improvement
The Company conducts evaluation of the effectiveness of its Board and committees and that of the Executive
and Non-executive Directors’ performance in accordance with the QCA Code. The results of such reviews are
used to determine whether any alterations are needed or whether any additional training would be beneficial.
After considering different alternatives the Board made the decision to undertake the evaluations internally.
The fourth such formal evaluation for the year ended December 2021 took place in February 2022. The previous
such evaluation had been for the year ended December 2020, which started in January 2021 and concluded in
February 2021. Compared to the previous year, the responses to the various questionnaires that formed the
evaluation showed similar and positive results.
The evaluations involved both a numeric and discursive self-assessment by each Board member in response to
a questionnaire, on the role and functioning of the Board and its members and Committees. Responses were
collated and fed back to the Board at its meeting held in March 2022.
In general, the responses found the Board, its members and Committees to be operating effectively. We provide
further information below on the various evaluations that took place and their outcomes.
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Board effectiveness
The Board effectiveness evaluation involved the
completion of a detailed questionnaire by Board
directors. The following items and their respective
criteria were assessed as a measure of effectiveness
at Board level, whereby all Board members were
asked to provide a rating (on a scale of 1 – 5).
In 2021, the QCA published a “Board Performance
Review guide” that concluded that more attention be
paid to board performance reviews and that these
should address recent and ongoing developments
at the company and its operating context in more
detail. Overall, they should be viewed as an ongoing
improvement exercise in conjunction to how a board
is structured and operates.
It made six recommendations:
• Board agenda and forward plan – Is the Board’s
meeting agenda and forward plan ensuring that
members are focusing on the right areas at the
right time.
• Director’s self-assessment of awareness of current
issues faced by the Company.
• Board reporting – How comprehensive, accurate,
easy to understand, timely and appropriate is the
information received by Board members.
• Board dynamics – how effectively do Board
members operate as a team, striking the right
balance between trust and challenge.
• Personal development – how well are development
needs identified and satisfy requirements.
• Chair’s leadership – how effective is the Chair as a
1) Be led by the Chair, including performance of
leader of the Board.
the Chair.
2) Be dynamic and context-specific.
• Performance evaluation – Are the Board members
continually improving as a group and as individuals.
3) Focus on value-adding board activities.
• Succession planning for Board members – How
robust is succession planning.
4) Take into account the views of a variety of
internal and external stakeholders.
5) Be understood as continuous improvement.
6) Be transparent and disclosed in appropriate
detail in the annual report and on the company
website.
The Board believes questionnaires circulated to
TMT Board members in previous years addressed
most of these topics, however notes that the 2021
performance questionnaire was updated and
restructured where necessary to ensure that the six
recommendations, as adapted to TMT’s specific needs
and circumstances, were reflected.
The evaluation addressed the following items:
• Board composition – Evaluating the Board’s right
balance of skills, knowledge and experience to
govern the Company effectively.
• Board engagement – How timely is the Board’s
engagement with its internal and external
stakeholders
The Board effectiveness evaluation concluded
that the Board is confident that it is addressing
the key issues facing the company at its stage of
development, size, business and operating model
needs, complexity and shareholder structure.
The Board was also confident it is maintaining its
competitive advantage and examining the creation
of new advantages and strengths. The Board had
reviewed the success of the fund raise undertaken in
2021 and identified the learning points and areas for
improvement to prepare for future fund raises.
Audit Committee effectiveness
As part of the Audit Committee evaluation exercise,
the two members of the Audit Committee completed
a self-assessment questionnaire. Each member was
asked to rate (on a scale of 1 – 5) the extent to which
the Audit Committee is properly constituted, with
regard to the knowledge, behaviours and processes
relevant to the effective functioning of the Audit
Committee. The evaluation concluded the committee
was functioning effectively, taking into consideration
as well the updated QCA Audit Committee Guide
2019.
• Governance structure – Is the Board’s Committee
Remuneration Committee effectiveness
structure clear and providing members with
assurance to discharge their duties effectively.
• Risk management – how well is the Board
addressing the key business risks and adhering to
internal controls.
As part of the Remuneration Committee evaluation,
the two members of the Remuneration Committee
completed a self-assessment questionnaire. Each
member was asked to rate (on a scale of 1 – 5) the
extent to which the Remuneration Committee is
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• Personal accountability for promoting the success
of the Company
• An open and questioning approach to reviewing
risk in the organisation
• strategic planning, financial management, people
management and relationships, and conduct of
business
• Assessing the time commitment required from
each director
• Development, training or mentoring needs of
individual directors
The Board reviews on an ongoing basis the human
resource needs of the Company and the expected
availability of its directors, employees and consultants.
The review seeks to identify any potential changes in
the make-up of the Board and senior management,
in order to allow sufficient planning to appoint a
replacement or other suitable arrangements.
Principle 7 continued
properly constituted, with regard to the knowledge,
behaviours and processes relevant to the correct
functioning of the Remuneration Committee. The
evaluation concluded the committee was functioning
effectively, taking into consideration as well the
updated QCA Remuneration Committee guide 2019.
Nomination Committee effectiveness
The Nomination Committee did not convene during
the financial year ended 31 December 2021 as
there were no new Board or senior management
appointments during the year.
By way of evaluation of succession planning, all Board
members were asked to respond to a questionnaire
which reviewed succession planning, the processes
by which the Company determines board and
other senior appointments and the professional
development of the Company’s employees and
management. The evaluation concluded that the
processes in place for succession planning are
adequate in view of the size and scope of operations
of the Company.
The Nomination Committee works closely with the
Board to identify the skills, experience, personal
qualities and capabilities required for any next stages
in the Company’s development, linking the Company’s
strategy to future changes on the Board.
Disclosure Committee effectiveness
The Disclosure Committee conducted an annual
review in 2021 of its procedures, performance,
constitution and terms of reference, which concluded
it was operating effectively.
Individual effectiveness
The individual effectiveness evaluation involved the
completion of a detailed questionnaire. The following
items and their respective criteria were assessed
as a measure of effectiveness at the individual level,
whereby all Board members were asked to provide a
rating (on a scale of 1 – 5). The evaluation concluded
that all Board members were operating effectively.
The evaluation addressed the following items:
• Relationships with the Board of directors and
major shareholders
• Knowledge of the Company’s business as it
continues to evolve
• Active engagement in robust discussions during
and between board meetings
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Principle 8
Promote a corporate culture that is based
on ethical values and behaviours
The Board not only sets expectations for the business
but works towards ensuring that strong values are
set and carried out by the Directors across the
business. The Board places significant importance
on the promotion of ethical values and good
behaviour within the Company and takes ultimate
responsibility for ensuring that these are promoted
and maintained throughout the organisation and that
they guide the Company’s business objectives and
strategy. The Board ensures sound ethical practices
and behaviours are deployed at Company board
meetings.
The Company’s corporate culture is based on
the three values of transparency, innovation and
continuous improvement. These three values support
the Company’s objectives, strategy and business
model. These are explained in more detail in the
Chairman’s corporate governance statement, which
reflects how the Company’s corporate culture is
consistent with the Company’s objectives, strategy
and business model.
The Board has very regular interaction with Company
employees, thereby ensuring that ethical values and
behaviours are recognised and respected. Given the
size of the Company, the Board believes this is the
most efficient way of ensuring that a good corporate
culture is maintained, which the Board deems to be
good and healthy.
The Company’s approach to governance, and how
that culture is consistent with both the Company’s
objectives and the creation of long-term stakeholder
value, is set out in the Chairman’s statement on
corporate governance at the start of this document.
The Company has started to formalise its ESG
(Environmental, Social & Governance) framework
under the guiding principles that it be relevant,
realistic and accountable, following guidance from
the QCA Practical Guide to ESG 2021 and additional
relevant research. The initial ESG framework is
published in the TMT Annual Report 2021, and will
be fully published in the Interim Report 2022 and
subsequently updated as required.
The Company has been monitoring and following ESG
issues before they reached the mainstream agenda.
As such, TMT has made a number of investments
since inception in Esg-focused companies that also
meet TMT’s investment objectives.
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Principle 9
Maintain governance structures and
processes that are fit for purpose and
support good decision-making by the Board
Yuri Mostovoy, as Chairman, is responsible for
leading an effective Board, fostering a good corporate
governance culture and ensuring appropriate
strategic focus and direction.
changes in accounting policies and practices, major
judgemental areas, significant audit adjustments,
going concern and compliance with accounting
standards, AIM and legal requirements;
Alexander Selegenev, as Executive Director, has overall
responsibility for managing the group’s business and
promoting, protecting and developing the investment
business of the Company. Alexander also has active
responsibility for the implementation of and adherence
to the financial reporting procedures adopted by
the Company and the Company’s financial reporting
obligations under the AIM Rules.
The Board’s committees
The Board is assisted by various standing committees
which report regularly to the Board. The Board
has formally established Audit, Remuneration and
Nomination Committees in accordance with the
recommendations of the QCA Corporate Governance
Code (“QCA Code”) as well as a Disclosure Committee,
which was established in 2021.
The membership of these committees is regularly
reviewed by the Board. When considering committee
membership and chairmanship, the Board aims
to ensure that undue reliance is not placed on
particular Directors. The terms of reference of
the Audit Committee, Remuneration Committee
and Nomination Committee provide that no one
other than the particular committee chairman and
members may attend a meeting unless invited to
attend by the relevant committee.
Details of the committees of the Board are set out
below.
Audit Committee
The Audit Committee currently comprises James
Mullins and Petr lanin being non-executive members
of the Board, with James Mullins appointed as
chairman. The Audit Committee should meet at least
twice a year. The committee is responsible for the
functions recommended by the QCA Code including:
• Review of the annual financial statements and
interim reports prior to approval, focusing on
• Receive and consider reports on internal financial
controls, including reports from the auditors and
report their findings to the Board;
• Consider the appointment of the auditors and their
remuneration including the review and monitoring
of independence and objectivity;
• Meet with the auditors to discuss the scope of
their audit, issues arising from their work and any
matters the auditors may wish to raise;
• Develop and implement policy on the engagement
of the external auditor to supply non-audit
services; and
• Review the Company’s corporate review
procedures and any statement on internal control
prior to endorsement by the Board.
Remuneration Committee
The Remuneration Committee currently comprises
James Mullins and Petr Lanin, with James Mullins
appointed as chairman. The committee has the
following key duties:
• Reviewing and recommending the emoluments,
pension entitlements and other benefits of any
Executive Directors and other senior executives; and
• Reviewing the operation of any share option
schemes and/or bonus plans implemented by
the Company and the granting of options and/or
bonus awards under such schemes.
Nomination Committee
The Company has established a Nomination Committee,
which considers the appointment of directors to the
Company’s Board and makes recommendations in
this respect. The Nomination Committee currently
comprises James Mullins and Alexander Selegenev, with
James Mullins appointed as Chairman.
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on the allotment and issue by the Company of
equity securities (being shares in the Company, or
rights to subscribe for, or to convert securities into,
such shares). However, the Company’s articles of
association contain certain provisions as to Directors’
authority to issue equity securities and pre-emption
rights on issues of equity securities by the Company,
further details of which are set out in paragraphs
8 and 9 of Part 3 of the Company’s AIM Admission
Document which can be found on the Company’s
website.
Conflicts of interest policy
The Company’s directors, officers and employees
(“Applicable Persons”) may not: (a) appropriate for
their benefit, or for the benefit of any family member
or any other third person, any business opportunity
that comes to their knowledge and that may directly
or indirectly relate to, compete or lead to competition
with, or might be of benefit to, the Company’s
business or (b) divert or redirect any business
opportunities away from the Company.
It is an Applicable Person’s responsibility to disclose
any transaction or relationship that could reasonably
be expected to give rise to a conflict of interest with
the Company to the Initial Investment Committee,
which shall be responsible for determining whether
such transaction or relationship constitutes a conflict
of interest.
From time to time, Applicable Persons may want to
personally invest in certain opportunities that may
fall within the Company’s Investing Policy or may
otherwise conflict with the Company’s interests. In
order to avoid conflicts of interest and ensure such
Applicable Persons’ continuing focus on their TMT-
related duties, the Company has adopted a Conflict of
Interest Policy.
As the Company grows, the directors will ensure
that the governance framework remains in place to
support the development of the business.
Disclosure Committee
The Company has established a Disclosure
Committee, which considers matters relating to the
management and disclosure of inside information by
the Company. The Disclosure Committee currently
comprises Alexander Selegenev, German Kaplun,
Levan Kavtaradze and Andrey Konstantinov, with
Alexander Selegenev appointed as Chairman. Andrey
Konstantinov is the Company’s Legal Counsel.
Matters reserved for the Board
The Board of Directors of the Company meets at
least four times per year, or more often if required.
The matters reserved for the attention of the Board
include inter alia:
• The preparation and approval of the financial
statements and interim reports, together with
the approval of dividends, significant changes in
accounting policies and other accounting issues;
• Board membership and powers, including the
appointment and removal of Board members, and
determining the terms of reference of the Board
and establishing and maintaining the Company’s
overall control framework;
• Approval of major communications with
shareholders, including any shareholder circulars
and financial results required to be announced
pursuant to the AIM Rules or the Market Abuse
Regulation (save where such communications have
been delegated to the Disclosure Committee of the
Board in accordance with the terms of reference of
the Disclosure Committee);
• Senior management and Board appointments and
remuneration, contracts, approval of bonus plans,
and grant of share options;
• Financial matters including the approval of the
budget and financial plans, and changes to the
Company’s capital structure, business strategy and
investing policy (subject to shareholder approval);
and
• Other matters including regulatory and legal
compliance.
Share dealings
The Company has adopted a share dealing code
and all Company directors, officers and employees
receive annual training on the share dealing code
and insider dealing requirements (including, without
limitation, the provisions of MAR). The share dealing
code was updated in 2021 and approved at the
Board of Directors meeting held in March 2022.
Jersey law contains no statutory pre-emption rights
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If a significant proportion of independent votes
were to be cast against a resolution at any general
meeting, the Board’s policy would be to engage with
the shareholders concerned in order to understand
the reasons behind the voting results. Following this
process, the Board would make an appropriate public
statement regarding any different action it has taken,
or will take, as a result of the vote.
The Company’s financial reports for the last five years
can be found on the Investor Relations sections of the
TMT Investments Plc website
www.tmtinvestments.com
Notices of General Meetings of the Company for the
last five years can be found on the Investor Relations
sections of the TMT Investments Plc website www.
tmtinvestments.com
All of the Company’s RNs announcements, including
those confirming voting results, can be found on the
Investor Relations sections of the TMT Investments Plc
website www.tmtinvestments.com
Principle 10
Communicate how the company is
governed and is performing by maintaining
a dialogue with shareholders and other
relevant stakeholders
The Company communicates with shareholders
through the annual report and accounts, regulatory
announcements, the annual general meeting and
one-to-one meetings with large existing shareholders
or potential investors. A range of corporate
information (including all Company announcements
and presentations) is also available on the Company’s
website. In addition, the Company seeks to maintain
dialogue with shareholders through the organisation
of shareholder events, and employee stakeholders
are regularly updated on the development of the
Company and its performance.
Audit Committee report
The Company has established an audit committee,
which comprises James Mullins (Chairman) and Petr
Lanin. The audit committee’s main functions include,
inter alia, reviewing and monitoring internal financial
control systems and risk management systems on
which the Company is reliant, considering annual
and interim accounts and audit reports, making
recommendations to the Board in relation to the
appointment and remuneration of the Company’s
auditors and monitoring and reviewing annually
their independence, objectivity, effectiveness and
qualifications.
The Audit Committee met formally once during 2021
to approve the 2020 Annual Report & Accounts.
Remuneration committee report
The Company has established a remuneration
committee, which comprises James Mullins
(Chairman) and Petr Lanin. The remuneration
committee met once during 2021 to discuss and
approve the allocation of the 2020 bonus pool.
The Company seeks to publicly disclose the
outcomes of all shareholder votes in a clear and
transparent manner, although voting decisions
(including votes withheld or abstentions) are not
posted on the Company’s website or contained in the
announcement released via RNs. The outcomes of all
shareholder votes are publicly notified to the market
via RNs and are available for review in the Company’s
regulatory announcements section of its AIM Rule 26
website.
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TMT’S Inital
ESG Policy
Introduction
As with most business sectors, technology has the
capacity to make the world a better place. Given the
high pace of technology innovation we are witnessing,
TMT believes this capacity is intensified in the case
of technology. However, technological innovation
for its own sake is meaningless unless it results in
tangible benefits in terms of productivity, improved
user experience, higher efficiency, positive impact in
its chosen sectors, improved profitability or whichever
other objectives.
ESG evaluation can be carried out in a number of
different ways. Its effectiveness will depend on the
questions being asked, the principles being applied
and the quality of data available, among other factors.
Indeed, at times the prioritising of some principles
will have a negative impact on others, given the
asymmetric nature of benefits that can sometimes
arise, for example in a mismatch between the time
lengths of when benefits may be delivered.
As an investment company, TMT has been monitoring
ESG issues and taking them into account before
they began to enter the mainstream investment
agenda. As such, the Company has made a number
of investments in Esg-focused companies that
also meet TMT’s investment criteria. These include
Timbeter, a SaaS solution for quick and accurate
timber measurement and data management, which
is making the forestry industry more sustainable,
profitable and efficient; eAgronom, which provides
a unique combination of services to grain farmers:
carbon programmes, an AI-powered consulting
service and farm management software enabling
farmers to build sustainable businesses and preserve
nature; and Mobilo, an eco-friendly solution allowing
users to digitally share contact details instead of using
paper/plastic business cards and turn meetings into
leads.
The social and economic fallout from the CoVID
pandemic has served to put the ESG agenda into
sharper relief and has accelerated the intensity of
focus. TMT has therefore started to formalise its
approach to ESG and is pleased to announce its
initial Esg Policy in this 2021 Annual Report, which
will be fully published in the 2022 Interim Report and
subsequently updated as required.
TMT holds minority positions in its portfolio
companies and therefore can exert influence on
Esg matters in two main ways: first, by screening
investments for exclusion from investment and
second, by engaging in constructive dialogue with
portfolio companies and monitoring progress. The
Company’s Esg policy reflects this approach.
TMT itself, as an investment company with
limited internal resources, has little impact on the
environment. The Company’s team is mindful of
reducing its travel, paper consumption, energy costs
and other environmental impact wherever possible.
TMT has adopted the Quoted Companies Alliance
(QCA) Corporate governance Code for small & Mid-
Sized Companies, which already covers a number of
well-established Esg items.
TMT’s initial ESG policy is outlined below.
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TMT’S Inital ESG Policy continued
TMT’s 3 guiding ESG
principles for portfolio
companies: relevant,
realistic and accountable
TMT’s approach
TMT’s initial Esg policy is based on a 3-step
approach:
Step 1: Filter out by Exclusion list
TMT’s three ESG principles guide and inform potential
portfolio companies of the Company’s approach to
ESG and are at the core of what good ESG looks like.
They are specific and challenging, whilst allowing
portfolio companies to engage with them both at an
earlier stage of development and as they grow in size.
Relevant
• Is the investee addressing ESG where it can make
the greatest impact in terms of its business model?
• Has the investee undertaken an ESG materiality
assessment and, if so, how has this informed its
ESG framework?
• Have ESG risks, as well as opportunities, been
identified?
Realistic
TMT’s exclusion list sets out the sectors, businesses
and activities in which the Company will not invest
due to having as their objective, or direct impact on,
any of the following:
1) slavery, human trafficking, forced or
compulsory labour, or unlawful / harmful child
labour.
2) Production or sale of illegal or banned
products, or involvement in illegal activities.
3) Activities that compromise endangered or
protected wildlife.
4) Production or sale of hazardous chemicals,
pesticides and waste.
5) Manufacture, distribution or sale of arms or
ammunitions.
6) Manufacture of, or trade in, tobacco or drugs.
• Is the investee developing an ESG roadmap as part
of its business plan?
7) Manufacture or sale of pornography.
• Are the investee ESG objectives achievable in view
8) Trade in human body parts or organs.
of its current resources?
9) Animal testing other than for the satisfaction of
• What resources does the investee need to
medical regulatory requirements.
consider in order to progress on its ESG roadmap?
10) Production or other trade related to unbonded
Accountable
asbestos fibres.
• How is the investee evaluating its ESG activities and
Step 2: Assess level of ESG Engagement
engagement?
• Is the investee conducting ESG benchmarking
against its peers?
Step 2 focuses on assessing how the proposed
portfolio company incorporates ESG in its business
model and company culture.
• Does the investee review its ESG metrics and
reporting process in view of latest Esg, scientific
and technological developments?
In its investment selection process, TMT
examines how each potential investee company
is addressing and incorporating ESG issues based
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on TMT’s principles of being relevant, realistic and
accountable, feeding the results into an evaluation
sheet for presentation to TMT’s Initial Investment
Committee and the Formal Investment Committee.
If necessary, remedial actions or areas for
improvement are agreed with the investee company.
For follow-on investments we require a formal
update from the investee highlighting any divergence
from TMT’s initial assessment.
Step 3: Engagement with portfolio
companies on ESG
ESG by its very nature is a journey, which needs
to adapt to changing environmental, social
and governance dynamics, in view of latest
developments. Two-way dialogue and engagement
with portfolio companies is an essential part of
this journey, in which both parties are sharing and
learning. TMT therefore includes ESG topics as
part of its continuous engagement with portfolio
companies.
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TMT INVESTMENTS ANNUAL REPORT 2021TMT INVESTMENTS ANNUAL REPORT 2021
Directors’ Report
For the year ended 31 December 2021
The Directors present their report and audited
financial statements of the Company for the year
ended 31 December 2021.
Further information on the Company’s results
and financial position is included in the financial
statements.
Principal activity and review of the business
TMT Investments Plc (“TMT” or the “Company”)
was incorporated under the laws of Jersey. The
Company has been established for the purpose of
making investments in the TMT sector where the
Directors believe there is a potential for growth and
the creation of shareholder value. The Company
primarily targets companies operating in markets that
the Directors believe have strong growth potential
and having the potential to become multinational
businesses. The Company can invest in any region of
the world.
Results and dividends
Given the quantum of further investment
opportunities available to the Company, the board
has decided that it will not recommend a final
dividend (2020: nil).
Company listing
TMT is traded on the AIM market (“AIM”) of the
London Stock Exchange. The Company’s ticker is
TMT. Information required by AIM Rule 26 is available
in the ‘Investor Relations’ section of the Company’s
website at www.tmtinvestments.com.
Board meetings
The gain for the year amounted to US$86,711,815
which includes a profit on changes in fair value of
financial assets at FVPl (“Fair Value through profit and
loss”) of US$98,741,409.
There were 6 Board meetings held in 2021. One
meeting of the Audit Committee and one meeting of
the Remuneration Committee were held in 2021. The
number of meetings attended by the Directors is set
out below.
Director
Board meetings
Audit Committee meetings Remuneration
Committee Meetings
Yuri Mostovoy
Alexander Selegenev
Petr Lanin
James Mullins
Total meetings
6
2
6
6
6
-
-
1
1
1
-
-
1
1
1
Changes in share capital
Substantial shareholdings
The Company has one class of ordinary share that
carries no right to fixed income, and each share
carries the right to one vote at general meetings of
the Company. As at 31 December 2021 and the date
of this report, the Company’s issued share capital
consists of 31,451,538 ordinary shares of no par value
each in the Company.
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The Directors are aware of the following
shareholdings of 3% or more of the issued share
capital of the Company as of 24 March 2022.
Shareholders
Number of ordinary shares
% of issued ordinary
share capital
Alexander Morgulchik, German Kaplun, Artemii Iniutin (via
Macmillan Trading Company Limited)
6,975,436
Andrey Kareev (via Wissey Trade & Invest Ltd)
5,000,000
german Kaplun (via Ramify Consulting Corp)
4,728,576
Zaur Ganiev
2,443,810
Canaccord Genuity Group Inc
2,154,939
Artemii Iniutin (via Merit Systems Inc.)
2,054,865
Nika Kirpichenko (via Eclectic Capital Limited)
1,800,000
Dmitry Kirpichenko (via Menostar Holdings Limited)
1,790,000
22.18%
15.90%
15.03%
7.77%
6.85%
6.53%
5.72%
5.69%
Others
Total
Concert Party
4,503,912
14.32%
31,451,538
100.00%
A concert party, as defined in the City Code on Takeovers and Mergers (the “Code”), currently exists, consisting of
the following shareholders:
Shareholder (legal holder)
Beneficial holder (if
No. of Ordinary
different to legal holder)
Shares
% of issued
share capital
Macmillan Trading Company Limited
(“Macmillan”)
Alexander Morgulchik 45.05%,
German Kaplun 37.17%, Artemii
6,975,436
22.18%
Iniutin 17.78%,
Wissey Trade & Invest Ltd (“Wissey”)
Andrey Kareev
Ramify Consulting Corp. (“Ramify”)
German Kaplun
Merit Systems Inc.
Artemii Iniutin
Eclectic Capital Limited (“Eclectic”)
Nika Kirpichenko
Menostar Holdings Limited (“Menostar”) Dmitry Kirpichenko
Natalia Inyutina (Adult daughter of
Artemii Iniutin)
Artemii Iniutin
Vlada Kaplun (Adult Daughter of
German Kaplun)
Marina Kedrova (Adult Daughter of
German Kaplun)
German Kaplun
Alexander Morgulchik
Total
5,000,000
4,728,576
2,054,865
1,800,000
1,790,000
727,156
380,877
363,578
363,578
138,938
138,938
15.90%
15.03%
6.53%
5.72%
5.69%
2.31%
1.21%
1.16%
1.16%
0.44%
0.44%
24,461,942
77.78%
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TMT INVESTMENTS ANNUAL REPORT 2021TMT INVESTMENTS ANNUAL REPORT 2021
Directors’ Report continued
Since September 2013, when the Company became subject to the Code, the concert party has been interested
in, in aggregate, more than 50% of the Company’s issued share capital at all times.
The total direct and indirect interest in TMT by the concert party’s beneficial holders are now as follows:
Beneficial holder
No. of Ordinary Shares
% of issued share capital
German Kaplun
Andrey Kareev
Artemii Iniutin
Alexander Morgulchik
Nika Kirpichenko
Dmitry Kirpichenko
Natalia Inyutina
Vlada Kaplun
Marina Kedrova
Total
NOTES:
7,460,055
5,000,000
3,676,194
3,281,381
1,800,000
1,790,000
727,156
363,578
363,578
23.72%
15.90%
11.69%
10.43%
5.72%
5.69%
2.31%
1.16%
1.16%
24,461,942
77.78%
The majority of the ordinary shares held by Eclectic were previously held by Menostar, who invested in the
Company at the time of its Admission. As announced by the Company on 22 June 2016, the Company was
notified that Menostar no longer had an interest in the Company and that Eclectic was interested in 4,650,000
ordinary shares. As announced on 17 october 2019, Eclectic notified the Company that it had sold ordinary
shares such that it is interested in 2,800,000 ordinary shares and Menostar notified the Company that it had
acquired 1,790,000 ordinary shares. The beneficial owner of Eclectic is Nika Kirpichenko who is the wife of
Dmitry Kirpichenko, the beneficial owner of Menostar. Wissey and Menostar both invested in the Company on
its Admission and, along with Eclectic, have invested in and/or been otherwise involved with other business
ventures associated with the two founders of the Company Alexander Morgulchik and German Kaplun.
The Company will update this disclosure in future annual financial reports and, if relevant, via RNs
announcements.
Directors
During the financial year the following Directors held office:
Yuri Mostovoy
Non-executive Chairman
Alexander Selegenev
Executive Director
James Joseph Mullins
Independent Non-Executive Director
Petr Lanin
Independent Non-Executive Director
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The Directors’ fees and underpaid previous years’ bonuses for 2021 were as follows:
Director
Yuri Mostovoy
Alexander Selegenev
James Joseph Mullins
Petr Lanin
Directors’ fees
Previous years’ Bonuses
US$55,000
US$23,863
US$110,000
US$70,109
US$30,259
US$11,000
-
-
The minimum initial allocation of the Bonus Pool accrued for the period ended 31 December 2021 among the
Directors who are predetermined participants of the Bonus Plan is as follows:
Directors
Alexander Selegenev
Yuri Mostovoy
The minimum initial allocation
The minimum initial allocation
of the Bonus Pool (%)
of the Bonus Pool (US$)
16.5%
5.0%
1,596,547
483,802
Subsequent events post the period end
Refer to the “Events after the reporting period” in the
“Portfolio Developments” section above.
Statement of Directors’ responsibilities in respect
of the annual report and the financial statements
The Directors are responsible for preparing the
Annual Report and Accounts in accordance with
applicable law and uK-adopted International
Financial Reporting standards (“IFRss”).
The Directors must not approve the financial
statements unless they are satisfied that they give
a true and fair view of the state of affairs of the
Company and of the profit or loss for that period. In
preparing these financial statements, the Directors
are required to:
• select suitable accounting policies and then apply
them consistently;
• make judgements and accounting estimates that
are reasonable and prudent;
The Companies (Jersey) Law 1991 (as amended)
(“Companies Law”) requires the Directors to prepare
financial statements for each financial year. The
Directors are responsible for keeping adequate
accounting records that are sufficient to show and
explain the Company’s transactions and disclose
with reasonable accuracy at any time the financial
position of the Company and enable them to
ensure that its financial statements comply with the
Companies Law. They have general responsibility for
taking such steps as are reasonably open to them to
safeguard the assets of the Company and to prevent
and detect fraud and other irregularities.
The Directors are responsible for the preparation
of the Directors’ report and corporate governance
statement. The Directors are responsible for the
maintenance and integrity of the corporate and
financial information included on the Company’s
website. Legislation in Jersey governing the
preparation and dissemination of financial
statements may differ from legislation in other
jurisdictions.
• state whether applicable uK-adopted IFRss
have been followed, 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 Company will continue in business.
Directors’ responsibility statement
Each of the Directors, whose names are listed in the
Directors section above confirm that, to the best of
each person’s knowledge and belief:
• the financial statements, prepared in accordance
with uK-adopted IFRss, give a true and fair view of
the assets, liabilities, financial position and profit or
loss of the Company; and
• the Directors’ report contained in the annual
report includes a true and fair review of the
development and performance of the business
and the position of the Company.
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TMT INVESTMENTS ANNUAL REPORT 2021TMT INVESTMENTS ANNUAL REPORT 2021
Directors’ Report continued
Going concern
The Company’s business activities together with the
factors which may impact its activities are described in
the relevant sections above. The financial position of
the Company is described in the financial statements
and notes to the financial statements.
In the year to date, the global economy was affected
by the CoVID-19 pandemic and related market
volatility. Whilst the Company’s operations and
liquidity position were not directly impacted, the
principal activity of the Company was naturally
affected through the impact on and therefore
potential performance of the Company investee
companies. Accordingly, the potential negative
effect of CoVID-19 and related market volatility,
while potentially affecting the future fair value of
the Company`s investments, does not impact the
Company`s liquidity position.
The Directors confirm that, after giving due
consideration to the financial position and expected
cash flows of the Company; they have a reasonable
expectation that the Company will have adequate
cash resources to continue in operational existence
for the foreseeable future, and for at least one
year from the date of approval of these financial
statements and they have therefore adopted the
going concern basis in preparing the financial
statements.
Auditors
Each of the persons who is a Director at the date of
approval of this annual report confirms that:
• so far as the Directors are aware, there is no
relevant audit information of which the Company’s
auditors are unaware; and
• the Directors have taken steps that they ought
to have taken to make themselves aware of any
relevant audit information and to establish that the
auditors are aware of that information.
On behalf of the Board of Directors
Alexander Selegenev
Executive Director
24 March 2022
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Independent
Auditor’s Report
To the members of TMT Investments Plc for the year ended 31 December 2021
Opinion
We have audited the financial statements of TMT
Investments plc (the ‘company’) for the year ended
31 December 2021 which comprise the Statement of
Comprehensive Income, the Statement of Financial
Position, the Statement of Cash Flows, the Statement
of Changes in Equity and the notes to the financial
statements, including significant accounting policies.
The financial reporting framework that has been
applied in the preparation of the company’s financial
statements is applicable law and UK Adopted
International Financial Reporting standards (IFRss).
In our opinion, the financial statements:
• give a true and fair view of the state of company’s
affairs as at 31 December 2021 and of the
company’s profit and cash flows for the year then
ended;
• have been properly prepared in accordance with
uK Adopted IFRss; and
• have been prepared in accordance with the
requirements of the Companies (Jersey) Law 1991.
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.
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.
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 an understanding of
the structure of the company, its activities, the
accounting processes and controls, and the industry
in which it operates. Our planned audit testing was
directed accordingly and was focused on areas
where we assessed there to be the highest risk of
material misstatement.
The audit testing included substantive testing on
significant transactions, balances and disclosures,
the extent of which was based on various factors
such as our overall assessment of the control
environment, the effectiveness of controls and the
management of specific risk.
We communicate with those charged with
governance regarding, among other matters, the
planned scope and timing of the audit and significant
findings, including any significant deficiencies in
internal control that we identify during the audit.
Key Audit Matters
Key audit matters are those matters that, in our
professional judgment, were of most significance in
our audit of the financial statements of the current
period and include the most significant assessed
risks of material misstatement (whether or not due
to fraud) we identified, 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 during our audit.
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TMT INVESTMENTS ANNUAL REPORT 2021TMT INVESTMENTS ANNUAL REPORT 2021
Independent Auditor’s Report continued
Key audit matters
How our audit addressed the key audit matters
Valuation and ownership of investments
Our audit work included, but was not restricted to:
The company is investing in pre-growth companies in a very
• Initially at planning, before reviewing management’s
competitive industry. Given the nature of the companies
being invested in, it is not likely that all will be a success. The
value of the investments is one of the most material balances
chosen valuation methodologies, we have considered
for our sample of investments what we consider the
most appropriate valuation methodology to be.
in the company’s financial statements.
• We obtained an understanding of management’s
These investments are carried at fair value through the
profit or loss in the financial statements, and the valuation is
assessment of the investment valuations and obtained an
understanding of how they are performed.
based on significant judgement and assumptions. Given the
This involved evaluating whether the method chosen was
majority of the investment portfolio is in unlisted companies,
in accordance with published guidance and reviewing
there is inherent estimation uncertainty as to the fair value of
and challenging the assumptions applied to the valuation
these investments as at the year-end date. Due to the nature
inputs.
of the company’s activities, there is a risk that the fair value
Where the valuation methodology differed from our
has not been appropriately applied for all of the investments,
expectation for what valuation methodology we believed
and therefore that the value of investments held at year-end
would have been used from our planning, we challenged
may be misstated.
We also recognised a risk over the ownership of the
investments. This is to ensure that the investments were
indeed held at the year-end date by the company, given the
investment balances are highly material.
this with management and ensured the methodology
used by management is the most appropriate.
• We verified and benchmarked key inputs and estimates
to independent information from our own research and
against metrics from the investments.
• Where appropriate, we have performed sensitivity
analysis on the valuation calculations.
• Alternative valuations methods were considered and
discussed with management to provide alternative
views on the value of the investments.
• We agreed the purchase and sale of investments
to supporting evidence of the transaction and cash
movements on a sample basis and recalculated the
realised gains and losses on the sale of investments for
both the individual transactions on a sample basis and
for the total portfolio.
• We agreed ownership to share certificates and third-
party evidence that the company holds the shares in
the investee companies.
The Company’s accounting policy on fixed asset
investments held at fair value through profit or loss is
shown in note 2.6 to the Financial Statements and related
disclosures are included in note 10.
Key observations
From our audit work undertaken, we did not identify
any material misstatement in the investment valuations
included in the financial statements.
Our application of materiality
The scope and focus of our audit was influenced by
our assessment and application of materiality. We
apply the concept of materiality both in planning and
performing our audit, and in evaluating the effect
of misstatements on our audit and on the financial
statements.
We define financial statement materiality as the
magnitude by which misstatements, including
omissions, could reasonably be expected to
influence the economic decisions taken on the
basis of the financial statements by reasonable
users.
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In order to reduce to an appropriately low level the
probability that any misstatements exceed materiality,
we use a lower materiality level, performance
materiality, to determine the extent of testing needed.
Importantly, misstatements below these levels will not
necessarily be evaluated as immaterial as we also take
account of the nature of identified misstatements,
and the particular circumstances of their occurrence,
when evaluating their effect on the financial
statements as a whole.
Materiality Measure
Company
Overall materiality
We determined materiality for the financial statements as a
whole to be £7,293,000.
How we determine it
Based 2.5% of gross assets held at 31 December 2021.
Rationale for benchmarks applied
Performance materiality
Specific materiality
Reporting threshold
We believe that this benchmark is appropriate due to the
investments being the key driver of the company and the
nature of its activities along with it being a key point of
reference for potential investors.
On the basis of our risk assessment, together with our
assessment of the company’s control environment, our
judgement is that performance materiality for the financial
statements should be 75% of materiality, and was set at
£5,469,750.
We also determine a lower level of specific materiality
for certain areas such as Director’s remuneration. Area
materiality for the disclosure of the cash element of Director’s
remuneration has been set at £200,000 and performance
materiality of £100,000.
We agreed with the Audit Committee that we would report
to them all misstatements over £364,650 (5% of overall
materiality) identified during the audit, as well as differences
below that threshold that, in our view, warrant reporting on
qualitative grounds. We also report to the Audit Committee
on disclosure matters that we identified when assessing the
overall presentation of the Financial Statements.
Conclusions relating to going concern
In auditing the financial statements, we have
concluded that the director’s use of the going concern
basis of accounting in the preparation of the financial
statement is appropriate.
Our evaluation of the director’s assessment of the
entity’s ability to continue to adopt the going concern
basis of accounting included:
Evaluation of management assessment
Key observations
We evaluated the Directors’ going concern assessment and
At 31 December 2021, the Company held cash of £25,527,801
performed the following procedures:
at bank.
• We assessed the appropriateness of the cash flow
The Company’s cash flow forecasts to 31 March 2023 (‘the
forecasts in the context of the Company’s 2021 financial
performance.
going concern period’) have been approved by the Board.
These are prepared based on certain key assumptions, which
• We evaluated the key assumptions in the forecast, which
we have reviewed and consider appropriate. These included
were consistent with our knowledge of the business
and considered whether these were supported by the
evidence we obtained.
• We also reviewed the disclosures relating to the going
concern basis of preparation and found that these
provided an explanation of the Directors’ assessment that
was consistent with the evidence we obtained.
considering further investments being made along with the
ongoing increasing operating costs.
The forecast shows that the Company has at all times available
cash and liquidity to meets its liabilities as they fall due.
Based on the audit procedures performed we concluded
that the Company has appropriately adopted the going
concern basis of preparation. Further, we did not identify any
material disclosures that should be included regarding any
material uncertainty in respect of the going concern basis of
preparation.
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TMT INVESTMENTS ANNUAL REPORT 2021TMT INVESTMENTS ANNUAL REPORT 2021
Independent Auditor’s Report continued
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 entity’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.
Other information
The other information comprises the information
included in the annual report other than the financial
statements and our auditors’ report thereon. The
directors are responsible for the other information
contained within the annual report. Our opinion on
the financial statements does not cover the other
information and, except to the extent otherwise
explicitly stated in our report, we do not express any
form of assurance conclusion thereon.
Our responsibility is to read the other information
and, in doing so, consider whether the other
information is materially inconsistent with the
financial statements or our knowledge obtained in
the course of the audit, or otherwise appears to be
materially misstated. If we identify such material
inconsistencies or apparent material misstatements,
we are required to determine whether this gives rise
to a material misstatement in the financial statements
themselves.
If, based on the work we have performed, we
conclude that there is a material misstatement of
this other information, we are required to report
that fact.
We have nothing to report in this regard.
Matters on which we are required
to report by exception
In the light of the knowledge and understanding of
the company and its environment obtained in the
course of the audit, we have not identified material
misstatements in the directors’ report.
We have nothing to report in respect of the following
matters in relation to which the Companies (Jersey)
Law 1991 requires us to report to you if, in our
opinion:
• proper accounting records have not been kept by
the company, or proper returns adequate for our
audit have not been received from branches not
visited by us; or
• the financial statements are not in agreement with
the accounting records and returns; or
• certain disclosures of directors’ remuneration
specified by law are not made; or
• we have not received all the information and
explanations we require for our audit.
Responsibilities of directors
As explained more fully in the statement of directors’
responsibilities, set out above, 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 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 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,
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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:
Based on our understanding of the Company and
the industry in which it operates, we identified that
the principal risks of non-compliance with laws and
regulations related to the acts by the Company which
were contrary to applicable laws and regulations
including fraud and we considered the extent to
which non-compliance might have a material effect on
the Financial Statements. We also considered those
laws and regulations that have a direct impact on the
preparation of the Financial Statements such as Part
16 of Companies (Jersey) Law 1991. We evaluated
management’s incentives and opportunities for
fraudulent manipulation of the Financial Statements
(including the risk of override of controls), and
determined that the principal risks were related to
inflated investment valuations and profit.
Audit procedures performed included: review of
the Financial Statement disclosures to underlying
supporting documentation, review of correspondence
with legal advisors, and enquiries of management
in so far as they related to the Financial Statements,
testing of journals, and testing of the valuation of
investments and evaluating whether there was
evidence of bias by the Directors that represented a
risk of material misstatement due to fraud.
There are inherent limitations in the audit procedures
described above and the further removed non-
compliance with laws and regulations is from the
events and transactions reflected in the Financial
Statements, the less likely we would become aware
of it. Also, the risk of not detecting a material
misstatement due to fraud is higher than the risk
of not detecting one resulting from error, as fraud
may involve deliberate concealment by, for example,
forgery or intentional misrepresentations, or through
collusion.
A further description of our responsibilities for the
audit of the financial statements is located on the
Financial Reporting Council’s website at
www.frc.org.uk/auditorsresponsibilities. This
description forms part of our auditor’s report.
Use of our report
This report is made solely to the company’s members,
as a body, in accordance with Article 113A of the
Companies (Jersey) Law 1991. 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.
Daniel Hutson
(Senior Statutory Auditor)
For and on behalf of UHY Hacker Young
Chartered Accountants and Statutory Auditor
UHY Hacker Young
4 Thomas More Square
London E1W 1YW
24 March 2022
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TMT INVESTMENTS ANNUAL REPORT 2021TMT INVESTMENTS ANNUAL REPORT 2021
Financial
Statements
Statement of Comprehensive Income
Notes
For the year ended
31/12/2021, USD
For the year ended
31/12/2020, USD
Gains on investments
Dividend income
Total investment income
Expenses
Bonus scheme payment charge
Underpaid previous years’ bonuses
Administrative expenses
Operating gain
Net finance income
Currency exchange loss
Gain before taxation
Taxation
Gain attributable to
equity shareholders
Total comprehensive
income for the year
Gain per share
Basic and diluted gain per share (cents per
share)
3
6
5
7
8
9
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98,741,409
82,259,735
48,333
129,897
98,789,742
82,389,632
(9,676,043)
(6,086,948)
(372,556)
-
(1,924,650)
(1,234,005)
86,816,493
75,068,679
-
(104,678)
61,444
(21,446)
86,711,815
75,108,677
-
-
86,711,815
75,108,677
86,711,815
75,108,677
291.58
257.35
Statement of Financial Position
Non-current assets
Notes
At 31 December
2021, USD
At 31 December
2020, USD
Financial assets at FVPl
10
265,454,136
144,803,154
Total non-current assets
265,454,136
144,803,154
Current assets
Trade and other receivables
Cash and cash equivalents
Total current assets
Total assets
Current liabilities
11
12
2,050,649
487,838
25,527,801
39,004,288
27,578,450
39,492,126
293,032,586
184,295,280
Trade and other payables
13
9,904,823
6,372,573
Total current liabilities
Total liabilities
9,904,823
6,372,573
9,904,823
6,372,573
Net assets
283,127,763
177,922,707
Equity
Share capital
Retained profit
Total equity
14
53,283,415
34,790,174
229,844,348
143,132,533
283,127,763
177,922,707
The financial statements were approved by the Board of Directors on 24 March 2022 and were signed on its
behalf by:
Alexander Selegenev
Executive Director
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TMT INVESTMENTS ANNUAL REPORT 2021TMT INVESTMENTS ANNUAL REPORT 2021
Notes
31/12/2021, USD
31/12/2020, USD
For the year ended
For the year ended
3
11
13
7
10
10
7
86,816,493
75,068,679
(98,600,052)
(82,294,256)
(104,678)
(21,446)
(11,888,237)
(7,247,023)
(1,562,811)
224,119
7,275,871
5,567,382
(6,175,177)
(1,455,522)
-
61,444
(40,540,924)
(12,503,095)
18,489,994
41,201,387
-
-
(22,050,930)
28,759,736
14,749,620
14,749,620
-
-
(13,476,487)
27,304,214
39,004,288
11,700,074
12
25,527,801
39,004,288
Financial Statements continued
Statement of Cash Flows
Operating activities
Operating gain
Adjustments for non-cash items:
Changes in fair value of financial assets at
FVPl
Currency exchange loss
Changes in working capital:
(Increase)/Decrease in trade and other
receivables
Increase in trade and other payables
Net cash used in operating activities
Investing activities
Interest received
Purchase of financial assets at FVPl
Proceeds from sale of financial assets at
FVPl
Other financial income
Net cash (used in)/ generated
from investing activities
Financing activities
Proceeds from issue of shares
Net cash generated from
financing activities
(Decrease)/Increase in cash
and cash equivalents
Cash and cash equivalents at the beginning
of the year
Cash and cash equivalents
at the end of the year
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Statement of Changes in Equity
For the year ended 31 December 2020 and for the year ended 31 December 2021, USD
Note
Share capital, USD
Retained losses, USD
Total, USD
Balance at 31
December 2019
Gain for the year
Total comprehensive
income for the year
Balance at 31
December 2020
Gain for the year
Total comprehensive
income for the year
Issue of shares
Balance at 31
December 2021
34,790,174
68,023,856
102,814,030
-
-
75,108,677
75,108,67
75,108,677
75,108,677
34,790,174
143,132,533
177,922,707
-
-
86,711,815
86,711,815
86,711,815
86,711,815
18,493,241
-
18,493,241
53,283,415
229,844,348
283,127,763
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TMT INVESTMENTS ANNUAL REPORT 2021TMT INVESTMENTS ANNUAL REPORT 2021
Notes to the
Financial
Statements
For the year ended 31 December 2021
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1.
Company information
TMT Investments Plc (“TMT” or the “Company”) is a company incorporated
in Jersey with its registered office at 13 Castle street, st helier, Jersey, JE1
1ES, Channel Islands.
The Company was incorporated and registered on 30 September 2010
in Jersey under the Companies (Jersey) Law 1991 (as amended) with
registration number 106628 under the name TMT Investments Limited.
The Company obtained consent from the Jersey Financial Services
Commission pursuant to the Control of Borrowing (Jersey) Order 1985 on
30 september 2010. on 1 December 2010, the Company re-registered
as a public company and changed its name to TMT Investments Plc. The
Company’s ordinary shares were admitted to trading on the AIM market
of the London Stock Exchange on 1 December 2010.
The memorandum and articles of association of the Company do not
restrict its activities and therefore it has unlimited legal capacity. The
Company’s ability to implement its Investment Policy and achieve its
desired returns will be limited by its ability to identify and acquire
suitable investments. Suitable investment opportunities may not always
be readily available.
The Company will seek to make investments in any region of the world.
Financial statements of the Company are prepared by and approved
by the Directors in accordance with International Financial Reporting
standards, uK-adopted International Accounting standards and their
interpretations issued or adopted by the International Accounting
standards Board (“IFRss”). The Company’s accounting reference date is
31 December.
2.
Summary of significant accounting policies
2.1
Basis of presentation
2.2
Going concern
The principal accounting policies applied by the Company in the
preparation of these financial statements are set out below and have
been applied consistently.
The financial statements have been prepared on a going concern basis,
under the historical cost basis as modified by the fair value of financial
assets at FVPl, as explained in the accounting policies below, and in
accordance with IFRs. historical cost is generally based on the fair value
of the consideration given in exchange for assets.
on 15 september 2021, the Company established 100%-owned
subsidiary TMT Investments II GP Limited. As the subsidiary was dormant
at the year-end, consolidated accounts have not been prepared.
In the year to date, the global economy was affected by the CoVID-19
pandemic and related market volatility. Whilst the Company’s operations
and liquidity position were not directly impacted, the principal activity
of the Company was naturally affected through the impact on and
therefore potential performance of the Company’s investee companies.
Accordingly, the potential negative effect of CoVID-19 and related market
volatility, while potentially affecting the future fair value of the Company’s
investments, does not impact the Company’s liquidity position.
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TMT INVESTMENTS ANNUAL REPORT 2021TMT INVESTMENTS ANNUAL REPORT 2021
2.2
Going concern
continued
2.3
Segmental reporting
The Directors confirm that, after giving due consideration to the
financial position and expected cash flows of the Company; they have
a reasonable expectation that the Company will have adequate cash
resources to continue in operational existence for the foreseeable
future, and for at least one year from the date of approval of these
financial statements and they have therefore adopted the going concern
basis in preparing the financial statements.
Operating segments are reported in a manner consistent with the
internal reporting provided to the chief operating decision-maker who
is responsible for allocating resources and assessing performance of
the operating segments and which has been identified as the Board
that make strategic decisions. For the purposes of IFRs 8 ‘operating
Segments’ the Company currently has one segment, being ‘Investing in
the TMT sector’.
Even though the Company only invests in the TMT sector, there are still
geographical disclosures that need to be made to comply with IFRs 8
‘Operating Segments’.
The Company analyses non-current financial assets according to the
geographical location of the investment (see note 4).
2.4
Foreign currency translation
(a) Functional and presentation currency
Items included in the financial statements of the Company are measured
in United States Dollars (‘US dollars’, ‘USD’ or ‘US$’), which is the
Company’s functional and presentation currency.
(b) Transactions and balances
Foreign currency transactions are translated into US$ using the
exchange rates prevailing at the dates of the transactions. Exchange
differences arising from the translation at the year-end exchange rates
of monetary assets and liabilities denominated in foreign currencies are
recognised in the statement of comprehensive income.
Conversion
rates, USD
Currency
As at 31.12.2021
Average rate, 2021
British pounds, £
Euro, €
1.3477
1.1319
1.3755
1.1830
2.5
Cash and cash equivalents
Cash and cash equivalents consist of cash at bank and in hand, deposits
held at call with banks, and other short-term highly liquid investments
with maturities of three months or less from the date of acquisition.
2.6
Financial assets
Recognition and measurement
The Company recognises financial assets and liabilities when it becomes
party to the contractual provisions of the instrument. Financial assets
are derecognised when the contractual rights to the cash flows from the
financial asset expire, or when the financial asset and substantially all
the risks and rewards are transferred. A financial liability is derecognised
when it is extinguished, discharged, cancelled or expires. Financial assets
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2.6
Financial assets
continued
are initially measured at fair value adjusted for transaction costs (where
applicable). Financial assets are classified into the following categories:
• amortised cost;
• fair value through profit or loss (FVPl); and
• fair value through other comprehensive income (FVoCI).
In the periods presented, the Company does not have any financial
assets categorised as FVoCI.
The classification is determined by both:
• the entity’s business model for managing the financial asset; and
• the contractual cash flow characteristics of the financial asset
Subsequent measurement
FVPL
The Company manages its investments with a view to profiting from the
receipt of dividends and changes in fair value of equity investments.
Financial assets of the Company comprise of unlisted equity
investments, convertible promissory notes and sAFEs. All the financial
assets are not for trading and are classified as financial assets at FVPl.
Directly attributable transaction costs are recognised in profit or loss
as incurred. Financial assets at fair value through profit or loss are
measured at fair value, and changes therein are recognised in profit or
loss.
When measuring the fair value of a financial instrument, the Company
uses relevant transactions during the year or shortly after the year end,
which gives an indication of fair value and considers other valuation
methods to provide evidence of value. The “price of recent investment”
methodology is used mainly for venture capital investments, and the
fair value is derived by reference to the most recent equity financing
round or sizeable partial disposal. Fair value change is only recognised
if that round involved a new external investor. From time to time,
the Company may assess the fair value in the absence of a relevant
independent equity transaction by relying on other market observable
data and valuation techniques, such as the analysis of revenue
multiples of comparable companies and/or comparable transactions.
The nature of such valuation techniques is highly judgmental and
dependent on the market sentiment at the time of the analysis.
Fair values are categorised into different levels in a fair value
hierarchy based on the inputs used in the valuation techniques
as follows:
Level 1: The fair value of financial instruments traded in active markets is
based on quoted market prices at the end of the reporting period. The
quoted market price used for financial assets held by the Company is the
mid-market price at the time. These instruments are included in level 1.
Level 2: The fair value of financial instruments that are not traded in an
active market is determined using valuation techniques which maximise
the use of observable market data and rely as little as possible on entity
specific estimates. specific valuation techniques used to value financial
instruments include the use of quoted market prices or dealer quotes
for similar instruments.
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TMT INVESTMENTS ANNUAL REPORT 2021TMT INVESTMENTS ANNUAL REPORT 2021
2.6
Financial assets
continued
Level 3: If one or more of the significant inputs is not based on
observable market data, the instrument is included in level 3.
Financial assets that qualify as an associate, as 20% or more of the voting
rights are held by the company, are exempt from IAS 28 ‘Investments in
Associates’, as TMT is a venture capital organisation. Such investments
are therefore treated as financial assets at FVPl.
Financial assets at amortised cost
Financial assets are measured at amortised cost if the assets meet the
following conditions:
• they are held within a business model whose objective is to hold the
financial assets and collect its contractual cash flows; and
• the contractual terms of the financial assets give rise to cash flows
that are solely payments of principal and interest on the principal
amount outstanding.
After initial recognition, these are measured at amortised cost using
the effective interest method. Discounting is omitted where the effect
of discounting is immaterial. The Company’s cash and cash equivalents,
trade and other receivables fall into this category of financial instruments
Impairment of Financial Assets
In relation to the impairment of financial assets, IFRs 9 requires an
expected credit loss model to be applied. The expected credit loss
model requires the Company to account for expected credit losses and
changes in those expected credit losses at each reporting date to reflect
changes in credit risk since initial recognition of the financial assets.
IFRs 9 requires the Company to recognise a loss allowance for expected
credit losses on receivables. In particular, IFRs 9 requires the Company
to measure the loss allowance for a financial instrument at an amount
equal to the lifetime expected credit losses (ECL) if the credit risk on that
financial instrument has increased significantly since initial recognition,
or if the financial instrument is a purchased or originated credit-impaired
financial asset. however, if the credit risk on a financial instrument
has not increased significantly since initial recognition, the Company is
required to measure the loss allowance for that financial instrument at
an amount equal to 12 months ECL.
Income
Interest income from convertible notes receivable is recognised as it
accrues by reference to the principal outstanding and the effective
interest rate applicable, which is the rate that exactly discounts the
estimated future cash flows through the expected life of the financial
asset to the asset’s carrying value.
2.7
Net finance income
Net finance income comprises interest income on deposits and
dividends from portfolio companies. Interest income is recognised as it
accrues in the statement of comprehensive income, using the effective
interest method.
2.8
Taxation
The tax currently payable is based on taxable profit for the year. Taxable
profit differs from net profit as reported in the profit and loss account
because it excludes items of income or expense that are taxable or
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2.8
Taxation
continued
deductible in other years and it further excludes items that are never
taxable or deductible. The company’s liability for current tax is calculated
using tax rates that have been enacted or substantively enacted by the
reporting end date.
Deferred tax is provided in full using the liability method, on temporary
differences arising between the tax bases of assets and liabilities and
their carrying amounts in the financial statements. Deferred tax is not
accounted for if it arises from initial recognition of an asset or liability
in a transaction other than a business combination that, at the time of
the transaction, affects neither accounting nor taxable profit or loss.
Deferred tax is determined using tax rates that are expected to apply
when the related deferred tax asset is realised or when the deferred tax
liability is settled. Deferred tax assets are recognised to the extent that it
is probable that future taxable profits will be available against which the
temporary differences can be utilised.
The Company is incorporated in Jersey. There is no current tax expense
recognised in the Statement of comprehensive income as the income tax
rate for Jersey companies is 0%.
2.9
Equity instruments
ordinary shares are classified as equity. Costs directly attributable to
the issue of new shares are shown in equity as a deduction from the
proceeds.
2.10
Application of new and
revised International Financial
Reporting Standards (IFRSs)
New and amended Standards and Interpretations applied
The following new and amended Standards and Interpretations have
been issued and are effective for the current financial period of the
company.
Covid-19-Related Rent Concessions beyond 30 June 2021
(Amendment to IFRS 16)
The amendment is effective for annual periods that begin on or after
1 April 2021, however early application is permitted. As the company
has no such rental expenses in the year ended 31 December 2021, the
revised standard would have no impact on the accounts of the entity and
thus early adoption has not been considered necessary.
Other amendments
There are no other relevant Standards or amendments issued by the
IAsB that are effective for an annual period that begins on or after 1
January 2021.
New and revised Standards and Interpretations in issue but not
yet effective
At the date of authorisation of these financial statements, the company
has not early adopted the following amendments to Standards and
Interpretations that have been issued but are not yet effective:
Standard or Interpretation
Narrow scope amendments to IFRs 3,
IAS 16 and IAS 37
Effective for annual periods
commencing on or after
1 January 2022
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TMT INVESTMENTS ANNUAL REPORT 2021TMT INVESTMENTS ANNUAL REPORT 2021
2.10
Application of new and
revised International Financial
Reporting Standards (IFRSs)
continued
2.11
Accounting estimates
and judgements
Standard or Interpretation
Annual improvements to IFRs
standards 2018-2020
Amendments to IAS 1: Classification of
liabilities as Current or Non-Current
Amendments to IAs 1 and IFRs Practice
Statement 2: Disclosure of Accounting
Policies
Amendments to IAS 8: Definition of
Accounting Estimates
Amendments to IAS 12: Deferred Tax
Related to Assets and liabilities arising
from a Single Transaction
Effective for annual periods
commencing on or after
1 January 2022
1 January 2023
1 January 2023
1 January 2023
1 January 2023
As yet, none of these have been endorsed for use in the UK and will not
be adopted until such time as endorsement is confirmed. The directors
do not expect any material impact as a result of adopting the standards
and amendments listed above in the financial year they become
effective.
Estimates and judgements need to be regularly evaluated and are
based on historical experience and other factors, including expectations
of future events that are believed to be reasonable under the
circumstances. The Company makes estimates and assumptions
concerning the future. The resulting accounting estimates will, by
definition, rarely equal the related actual results.
The estimates and underlying assumptions are reviewed on an on-going
basis. Revisions to accounting estimates are recognised in the period in
which the estimate is revised if the revision affects only that period or in
the period of the revision and future periods if the revision affects both
current and future periods.
The estimates significant to the financial statements during the year and
at the year-end is the consideration of the fair value of financial assets
at FVPl as set out in the relevant accounting policies shown above.
A number of the financial assets at FVPl held by the Company are at
an early stage of their development. The Company cannot yet carry
out regular reliable fair value estimates of some of these investments.
Future events or transactions involving the companies invested in may
result in more accurate valuations of their fair values (either upwards or
downwards) which may affect the Company’s overall net asset value.
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3.
Gains on investments
Gross interest income from convertible
notes receivable
Net interest income from convertible
notes receivable
Gains on changes in fair value of financial
assets at FVPl
Other gains/(losses) on investment
Total net gains on investments
4.
Segmental analysis
For the year ended 31/12/2021, USD
For the year ended 31/12/2020, USD
41,290
41,290
98,600,052
100,067
98,741,409
82,879
82,879
82,294,256
(117,400)
82,259,735
Geographic information
The Company has investments in geographical areas – USA, Estonia and
the united Kingdom, Israel, BVI, Cyprus and the Cayman Islands.
Non-current financial assets
As at
31/12/2020
USA, USD
Israel, USD
BVI, USD
Estonia, USD
Cyprus, USD
United
Kingdom,
USD
Total, USD
Equity
investments
Convertible
notes & SAFEs
90,078,690
155,000
1,780,250
36,711,439
-
7,718,112
136,443,491
6,827,998
-
-
181,665
1,350,000
-
8,359,663
Total
96,906,688
155,000
1,780,250
36,893,104
1,350,000
7,718,112
144,803,154
As at
31/12/2021
USA, USD
Cayman
Islands, USD
BVI, USD
Estonia, USD
Cyprus, USD
United
Kingdom,
USD
Total, USD
Equity
investments
Convertible
notes & SAFEs
112,296,648
-
3,756,540
106,437,128
1,000,000
20,017,105
243,507,421
14,620,030
1,030,000
-
1,332,985
3,600,000
1,363,700
21,946,715
Total
126,916,678
1,030,000
3,756,540
107,770,113
4,600,000
21,380,805
265,454,136
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H
E
F
I
N
A
N
C
A
L
S
T
A
T
E
M
E
N
T
S
I
89
TMT INVESTMENTS ANNUAL REPORT 2021TMT INVESTMENTS ANNUAL REPORT 2021
5.
Administrative expenses
Administrative expenses include the following amounts:
Staff expenses (note 6)
Professional fees
Legal fees
Bank and LSE charges
Audit fees
Accounting fees
Rent
Other expenses
For the year ended 31/12/2021, USD
For the year ended 31/12/2020, USD
805,459
502,124
393,682
31,434
38,183
16,220
-
137,548
1,924,650
653,318
254,172
97,100
18,336
31,625
15,200
94,608
69,646
1,234,005
The foreign exchange loss has been presented separately
in the current financial period from administrative
expenses. Accordingly, the respective amount of foreign
exchange loss in the period ended 31 December 2020
has also been presented separately for comparison. As
a result, administrative expenses for the year ended 31
December 2020 decreased by 1.7% from US$1,255,451
to US$1,234,005. The relevant amounts in the Statement
of Cash Flows for the year ended 31 December 2020
have been affected correspondingly.
6.
Staff expenses
Directors’ fees
Wages and salaries
For the year ended 31/12/2021, USD
For the year ended 31/12/2020, USD
206,259
599,200
805,459
185,798
467,520
653,318
Wages and salaries shown above include fees and
salaries relating to the year ended 31 December 2021.
Bonus Plan costs are not included in administrative
expenses and are shown separately.
The Directors’ fees for 2021 and underpaid previous
years’ bonuses were as follows:
For the year ended 31/12/2021, USD
For the year ended 31/12/2020, USD
Alexander Selegenev
Yuri Mostovoy
James Joseph Mullins
Petr Lanin
180,109
78,863
30,259
11,000
300,231
100,000
50,000
25,798
10,000
185,798
N
O
T
E
S
T
O
T
H
E
F
I
N
A
N
C
A
L
S
T
A
T
E
M
E
N
T
S
I
90
6
Staff expenses
continued
Due to a technical error in the calculation of the bonus pools in the bonus
periods from July 2016 to December 2020 (the “Affected Bonus Periods”),
the bonus pools in each of the Affected Bonus Periods were calculated
on the basis of the opening position being the previous period’s “adjusted
NAV before bonus”. Pursuant to the terms of the Company’s bonus plan,
each of the Affected Bonus Periods should have seen the calculation assess
the annual growth in NAV from an opening position of “adjusted NAV
after bonus”. As a result, the amount of bonuses actually accrued in the
Affected Bonus Periods were understated by an aggregate of us$372,556
(the “Underpaid Bonus”). As the total amount of the Underpaid Bonus is
considered immaterial, the error has been corrected, and the Underpaid
Bonus has been included in the current financial statements as an
additional charge for the current period.
Of the US$372,556 Underpaid Bonus amount, US$93,972 relates to
directors of the Company.
The Directors’ fees shown above are all classified as ‘short term employment
benefits’ under International Accounting standard 24. The Directors do not
receive any pension contributions or other benefits. The average number of
staff employed (excluding Directors) by the Company during the year was 7
(2020: 6).
Key management personnel of the Company are defined as those persons
having authority and responsibility for the planning, directing and controlling
the activities of the Company, directly or indirectly. Key management of the
Company are therefore considered to be the Directors of the Company.
There were no transactions with the key management, other than their fees,
bonuses, and reimbursement of business expenses.
Under the Company’s Bonus Plan, subject to achieving a minimum hurdle
NAV and high watermark conditions, the team receives an annual cash
bonus equal to 10% of the net increases in the Company’s NAV, adjusted
for any changes in the Company’s equity capital resulting from issuance of
new shares, dividends, share buy-backs and similar corporate transactions.
The Company`s bonus year runs from 1 January to 31 December. For the
bonus period from 1 January 2021 to 31 December 2021, the total amount
of bonus accrued was US$9,676,043. The exact allocation of the accrued
bonus is expected to be approved and paid to the participants of the
Company`s Bonus Plan shortly after the publication of this report.
The minimum initial allocation of the 2021 Bonus Pool among the
predetermined participants of the Bonus Plan is as follows:
Participants of the Bonus Plan
of the Bonus Pool (%)
of the Bonus Pool (US$)
The minimum initial allocation
The minimum initial allocation
Artemii Iniutin (Employee)
German Kaplun (Employee)
Alexander Morgulchik (Employee)
Alexander Selegenev (Director)
Yuri Mostovoy (Director)
Alexander Pak (Employee)
Levan Kavtaradze (Employee)
To be allocated
Total
16.5%
16.5%
16.5%
16.5%
5.0%
10.0%
8.0%
11.0%
1,596,547
1,596,547
1,596,547
1,596,547
483,802
967,604
774,083
1,064,366
100.0%
US$9,676,043
N
O
T
E
S
T
O
T
H
E
F
I
N
A
N
C
A
L
S
T
A
T
E
M
E
N
T
S
I
91
TMT INVESTMENTS ANNUAL REPORT 2021TMT INVESTMENTS ANNUAL REPORT 2021
7.
Net finance income
Interest income
8.
Income tax expense
9.
Gain per share
For the year ended
31/12/2021, USD
For the year ended
31/12/2020, USD
-
-
61,444
61,444
Given the extremely low interest rates in 2021, the Company did not keep
any cash in bank deposits during the period.
The Company is incorporated in Jersey. No tax reconciliation note has
been presented as the income tax rate for Jersey companies is 0%.
The calculation of basic gain per share is based upon the net gain for the
year ended 31 December 2021 attributable to the ordinary shareholders
of US$86,711,815 (2020: net gain of US$75,108,677) and the weighted
average number of ordinary shares outstanding calculated as follows:
Gain per share
For the year ended 31/12/2021
For the year ended 31/12/2020
Basic gain per share (cents per share)
291.58
257.35
Gain attributable to equity holders of the entity
86,711,815
75,108,677
The weighted average number of ordinary shares outstanding was
calculated as follows:
Weighted average number of shares in issue
Ordinary shares
For the year ended 31/12/2021
For the year ended 31/12/2020
29,738,291
29,185,831
29,738,291
29,185,831
N
O
T
E
S
T
O
T
H
E
F
I
N
A
N
C
A
L
S
T
A
T
E
M
E
N
T
S
I
92
10.
Non-current financial assets
Reconciliation of fair value measurements of non-current financial assets:
Investments held at fair value through profit and loss, USD:
At 31 December 2021
At 31 December 2020
- unlisted shares (i)
- promissory notes (ii)
- sAFEs (iii)
- shares to be issued (iv)
Opening valuation
Purchases (including consulting and legal fees)
Disposal proceeds
Impairment losses in the year
Realised gain
Unrealised gains
Closing valuation
241,461,421
136,443,491
4,266,715
17,680,000
2,046,000
2,753,663
5,606,000
-
265,454,136
144,803,154
At 31 December 2021, USD
At 31 December 2020, USD
144,803,154
40,540,924
(18,489,994)
-
6,294,635
92,305,417
91,207,190
12,503,095
(41,201,387)
(585,745)
29,314,214
53,565,787
265,454,136
144,803,154
Movement in unrealised gains
Opening accumulated unrealised gains
Movement in unrealised gains
Transfer of previously unrealised gains to realised reserve on
disposal of Investments
111,980,464
92,305,417
(8,578,993)
68,114,510
53,565,787
(9,699,833)
Closing accumulated unrealised gains
195,706,888
111,980,464
Reconciliation of investments, if held under the
cost (less impairment) model:
Historic cost basis
Opening book cost
Purchases (including consulting and legal fees)
Disposals on sale of investment
Impairment losses in the year
Closing book cost
32,822,690
40,540,924
(3,616,366)
-
23,092,680
12,503,095
(2,187,340)
(585,745)
69,747,248
32,822,690
N
O
T
E
S
T
O
T
H
E
F
I
N
A
N
C
A
L
S
T
A
T
E
M
E
N
T
S
I
93
TMT INVESTMENTS ANNUAL REPORT 2021TMT INVESTMENTS ANNUAL REPORT 2021
Valuation methodology
Mid-market price
Revenue multiple
Cost and price of recent investment (reviewed for impairment
and fair value adjustment)
At 31 December 2021, USD
At 31 December 2020, USD
63,146,440
6,590,954
-
62,595,291
195,716,742
82,207,863
265,454,136
144,803,154
Financial assets at fair value through profit or loss are measured at fair
value, and changes therein are recognised in profit or loss.
When measuring the fair value of a financial instrument, the Company
uses relevant transactions during the year or shortly after the year end,
which gives an indication of fair value and considers other valuation
methods to provide evidence of value. The “price of recent investment”
methodology is used mainly for venture capital investments, and the
fair value is derived by reference to the most recent equity financing
round or sizeable partial disposal. Fair value change is only recognised
if that round involved a new external investor. From time to time,
the Company may assess the fair value in the absence of a relevant
independent equity transaction by relying on other market observable
data and valuation techniques, such as the analysis of revenue multiples
of comparable companies and/or comparable transactions. The nature
of such valuation techniques is highly judgmental and dependent on the
market sentiment at the time of the analysis.
N
O
T
E
S
T
O
T
H
E
F
I
N
A
N
C
A
L
S
T
A
T
E
M
E
N
T
S
I
94
N
O
T
E
S
T
O
T
H
E
F
I
N
A
N
C
A
L
S
T
A
T
E
M
E
N
T
S
I
95
TMT INVESTMENTS ANNUAL REPORT 2021TMT INVESTMENTS ANNUAL REPORT 2021
(i)
Equity investments as at 31 December 2021:
Investee company
investment
Date of initial
Value at 1 Jan
2021, USD
DepositPhotos
26.07.2011
10,836,105
Wanelo
21.11.2011
1,825,596
Backblaze
24.07.2012
56,004,337
Remote.it
13.06.2014
3,025,285
Anews
25.08.2014
1,000,000
Klear
Bolt
01.09.2014
155,000
15.09.2014
36,201,527
PandaDoc
11.07.2014
3,621,279
Full Contact
11.01.2018
244,506
ScentBird
13.04.2015
6,590,954
-
-
-
-
-
-
-
-
-
-
Workiz
16.05.2016
768,845
228,933
Usual (formely
Vinebox)
06.05.2016
450,015
Hugo
19.01. 2019
1,780,250
MEL Science
25.02.2019
2,663,696
-
-
-
Qumata (Healthy
Health)
06.06.2019
415,737
545,156
eAgronom
31.08.2018
288,224
Rocket Games
(Legionfarm)
16.09.2019
200,000
Timbeter
05.12. 2019
221,688
Classtag
03.02.2020
200,000
-
-
-
-
3S Money Club
07.04.2020
620,870
3,328,576
Hinterview
21.09.2020
660,197
1,546
N
O
T
E
S
T
O
T
H
E
F
I
N
A
N
C
A
L
S
T
A
T
E
M
E
N
T
S
I
96
Additions to equity
investments during
the period, USD
Conversions from
loan notes, USD
Gain/loss from
changes in fair
value of equity
Investee company
investments, USD
Disposals, USD
Value at 31 Dec 2021, USD
owned
Equity stake
-
-
DepositPhotos
3,454,987
(14,291,092)
Wanelo
(1,223,149)
2,000,000
Backblaze
5,142,103
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
327,798
(482,798)
67,174,273
103,375,800
PandaDoc
14,564,491
(1,999,997)
16,185,773
Remote.it
(1,512,642)
Anews
(670,000)
Klear
Bolt
Full Contact
ScentBird
Usual (formely
Vinebox)
-
-
-
-
-
-
-
Workiz
2,973,881
Hugo
1,976,290
MEL Science
Qumata (Healthy
Health)
857,929
eAgronom
158,863
Rocket Games
(Legionfarm)
Timbeter
Classtag
3S Money Club
4,304,184
Hinterview
229,364
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
602,447
63,146,440
1,512,643
330,000
244,506
6,590,954
3,971,659
450,015
3,756,540
2,663,696
1,818,822
447,087
200,000
221,688
200,000
8,253,630
891,107
-
-
4.69%
9.97%
1.64%
9.41%
1.38%
1.18%
0.19%
4.43%
1.89%
1.99%
3.55%
3.58%
3.03%
1.51%
1.26%
4.64%
1.18%
9.51%
4.97%
(i)
Equity investments as at 31 December 2021:
Date of initial
Value at 1 Jan
investments during
Conversions from
Additions to equity
Investee company
investment
2021, USD
the period, USD
loan notes, USD
Investee company
Gain/loss from
changes in fair
value of equity
investments, USD
Disposals, USD
Value at 31 Dec 2021, USD
owned
Equity stake
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Full Contact
11.01.2018
244,506
ScentBird
13.04.2015
6,590,954
Usual (formely
Vinebox)
06.05.2016
450,015
Hugo
19.01. 2019
1,780,250
MEL Science
25.02.2019
2,663,696
eAgronom
31.08.2018
288,224
Rocket Games
(Legionfarm)
16.09.2019
200,000
Timbeter
05.12. 2019
221,688
Classtag
03.02.2020
200,000
Qumata (Healthy
Health)
06.06.2019
415,737
545,156
DepositPhotos
26.07.2011
10,836,105
DepositPhotos
3,454,987
(14,291,092)
-
Wanelo
21.11.2011
1,825,596
Wanelo
(1,223,149)
Backblaze
24.07.2012
56,004,337
2,000,000
Backblaze
5,142,103
Remote.it
13.06.2014
3,025,285
Remote.it
(1,512,642)
Anews
25.08.2014
1,000,000
Anews
(670,000)
-
-
-
-
602,447
63,146,440
1,512,643
330,000
Klear
Bolt
01.09.2014
155,000
15.09.2014
36,201,527
Klear
Bolt
327,798
(482,798)
-
67,174,273
-
103,375,800
PandaDoc
11.07.2014
3,621,279
PandaDoc
14,564,491
(1,999,997)
16,185,773
Workiz
16.05.2016
768,845
228,933
Workiz
2,973,881
Full Contact
ScentBird
-
-
Usual (formely
Vinebox)
-
Hugo
1,976,290
MEL Science
-
Qumata (Healthy
Health)
857,929
eAgronom
158,863
Rocket Games
(Legionfarm)
Timbeter
Classtag
-
-
-
3S Money Club
07.04.2020
620,870
3,328,576
3S Money Club
4,304,184
Hinterview
21.09.2020
660,197
1,546
Hinterview
229,364
-
-
-
-
-
-
-
-
-
-
-
-
-
244,506
6,590,954
3,971,659
450,015
3,756,540
2,663,696
1,818,822
447,087
200,000
221,688
200,000
8,253,630
891,107
-
4.69%
9.97%
1.64%
9.41%
-
1.38%
1.18%
0.19%
4.43%
1.89%
1.99%
3.55%
3.58%
3.03%
1.51%
1.26%
4.64%
1.18%
9.51%
4.97%
N
O
T
E
S
T
O
T
H
E
F
I
N
A
N
C
A
L
S
T
A
T
E
M
E
N
T
S
I
97
TMT INVESTMENTS ANNUAL REPORT 2021TMT INVESTMENTS ANNUAL REPORT 2021
(i)
Equity investments as at 31 December 2021: (continued)
Investee company
investment
Date of initial
Value at 1 Jan
2021, USD
Additions to equity
investments during
the period, USD
Conversions from
loan notes, USD
Gain/loss from
changes in fair
value of equity
Investee company
investments, USD
Disposals, USD
Value at 31 Dec 2021, USD
owned
Equity stake
Virtual Mentor
(Allright)
12.11.2020
772,500
-
NovaKid
13.11.2020
500,000
640,001
MTL Financial
(OutFund)
17.11.2020
1,322,100
Scalarr
15.08.2019
2,756,563
Accern
21.08.2019
1,282,705
Feel
Affise
13.08.2020
2,035,512
18.09.2019
-
-
-
-
-
-
-
-
-
-
NovaKid
1,809,854
Virtual Mentor
(Allright)
MTL Financial
(OutFund)
Scalarr
(1,378,281)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Accern
Feel
Affise
3D Look
FemTech
Muncher
CyberWrite
Outvio
VertoFX
EstateGuru
Prodly
Sonic Jobs
Academy of change
EdVibe (Study Space,
Inc)
1Fit (Alippe, Inc)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
772,500
2,949,855
1,322,100
1,378,282
1,282,705
2,035,512
3,470,870
1,000,000
274,220
2,059,999
500,000
612,353
1,132,999
1,000,000
1,780,200
1,800,000
712,018
1,500,001
500,000
515,000
2.95%
1.22%
5.25%
7.66%
5.11%
8.60%
8.71%
3.87%
9.63%
4.77%
3.71%
4.00%
3.24%
7.69%
2.73%
4.39%
2.88%
7.36%
4.70%
2.00%
-
-
-
-
-
-
-
-
-
-
-
-
-
-
2,068,902
1,401,968
1,000,000
274,220
2,059,999
500,000
612,353
1,132,999
1,000,000
1,780,200
1,800,000
712,018
1,500,001
500,000
-
-
-
-
-
-
-
-
-
-
-
-
206,000
309,000
Agendapro
Total
136,443,491
19,890,904
3,710,968
Total
98,189,945
(16,773,887)
241,461,421
3D Look
03.03.2021
FemTech
30.03.2021
Muncher
23.04.2021
CyberWrite
20.05.2021
Outvio
22.06.2021
VertoFX
16.07.2021
Academy of change
02.08.2021
EstateGuru
06.09.2021
Prodly
09.09.2021
Sonic Jobs
15.09.2021
EdVibe (Study Space,
Inc)
02.11.2021
1Fit (Alippe, Inc)
24.12.2021
Agendapro
03.09.2021
N
O
T
E
S
T
O
T
H
E
F
I
N
A
N
C
A
L
S
T
A
T
E
M
E
N
T
S
I
98
(i)
Equity investments as at 31 December 2021: (continued)
Date of initial
Value at 1 Jan
investments during
Conversions from
Additions to equity
Investee company
investment
2021, USD
the period, USD
loan notes, USD
Investee company
Gain/loss from
changes in fair
value of equity
investments, USD
Disposals, USD
Value at 31 Dec 2021, USD
owned
Equity stake
Virtual Mentor
(Allright)
12.11.2020
772,500
Virtual Mentor
(Allright)
-
NovaKid
13.11.2020
500,000
640,001
NovaKid
1,809,854
MTL Financial
(OutFund)
17.11.2020
1,322,100
MTL Financial
(OutFund)
-
Scalarr
15.08.2019
2,756,563
Scalarr
(1,378,281)
Accern
Feel
Affise
3D Look
FemTech
Muncher
CyberWrite
Outvio
VertoFX
Academy of change
EstateGuru
Prodly
Sonic Jobs
EdVibe (Study Space,
Inc)
1Fit (Alippe, Inc)
Agendapro
03.09.2021
206,000
309,000
Agendapro
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1,000,000
274,220
2,059,999
500,000
612,353
1,132,999
1,000,000
1,780,200
1,800,000
712,018
1,500,001
500,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Accern
21.08.2019
1,282,705
13.08.2020
2,035,512
Feel
Affise
18.09.2019
2,068,902
1,401,968
3D Look
03.03.2021
FemTech
30.03.2021
Muncher
23.04.2021
CyberWrite
20.05.2021
Outvio
22.06.2021
VertoFX
16.07.2021
Academy of change
02.08.2021
EstateGuru
06.09.2021
Prodly
09.09.2021
Sonic Jobs
15.09.2021
EdVibe (Study Space,
Inc)
02.11.2021
1Fit (Alippe, Inc)
24.12.2021
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
772,500
2,949,855
1,322,100
1,378,282
1,282,705
2,035,512
3,470,870
1,000,000
274,220
2,059,999
500,000
612,353
1,132,999
1,000,000
1,780,200
1,800,000
712,018
1,500,001
500,000
515,000
2.95%
1.22%
5.25%
7.66%
5.11%
8.60%
8.71%
3.87%
9.63%
4.77%
3.71%
4.00%
3.24%
7.69%
2.73%
4.39%
2.88%
7.36%
4.70%
2.00%
Total
136,443,491
19,890,904
3,710,968
Total
98,189,945
(16,773,887)
241,461,421
N
O
T
E
S
T
O
T
H
E
F
I
N
A
N
C
A
L
S
T
A
T
E
M
E
N
T
S
I
99
TMT INVESTMENTS ANNUAL REPORT 2021TMT INVESTMENTS ANNUAL REPORT 2021
(ii)
Convertible loan notes as at 31 December 2021:
Investee company
Date of initial
investment
Value at 1 Jan
2021, USD
note investments during
the period, USD
Conversions,
USD
Additions to convertible
Investee company
investments, USD
USD
2021, USD
Term, years
Gain/loss from changes
in fair value of equity
Disposals,
Value at 31 Dec
Sharethis
26.03.2013
570,030
KitApps
Affise
10.07.2013
600,000
18.09.2019
1,401,968
-
-
-
-
-
(1,401,968)
Postoplan
08.12.2020
181,665
1,151,320
-
-
1,000,000
1,363,700
-
-
-
Metrospeedy
16.07.2021
Feel
Total
08.10.2021
(iii)
SAFEs as at 31 December 2021:
2,753,663
3,515,020
(1,401,968)
546,125
(1,146,125)
4,266,715
Investee company
Date of initial investment
Value at 1 Jan 2021, USD
Spin Technology
17.12.2018
300,000
Cheetah (go-x)
29.07.2019
350,000
Additions to SAFE
investments during
the period, USD
-
-
Adwisely (formerly Retarget)
24.09.2019
1,350,000
250,000
Roket games (legionfarm)
17.09.2019
1,200,000
Classtag
Moeco
Volumetric
StudyFree
N
O
T
E
S
T
O
T
H
E
F
I
N
A
N
C
A
L
S
T
A
T
E
M
E
N
T
S
I
100
03.02.2020
200,000
08.07.2020
1,000,000
24.07.2020
206,000
08.12.2020
1,000,000
-
-
-
-
-
Conversions to
Gain/loss from
changes in fair
value of SAFE
Investee company
equity, USD
investments, USD
Disposals, USD
Value at 31 Dec 2021, USD
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
300,000
350,000
1,600,000
1,200,000
200,000
500,000
1,000,000
(500,000)
363,982
(569,982)
-
546,125
(1,146,125)
-
-
-
-
-
Interest
rate, %
570,030
5.0
1.09%
1,332,985
1.0
2.00%
-
-
1,000,000
1,363,700
-
-
-
-
-
-
Sharethis
KitApps
Affise
Postoplan
Metrospeedy
Feel
Total
Spin Technology
Cheetah (go-x)
Adwisely (formerly
Retarget)
Roket games
(Legionfarm)
Classtag
Moeco
Volumetric
StudyFree
-
-
-
-
-
-
-
-
-
-
-
(ii)
Convertible loan notes as at 31 December 2021:
Sharethis
26.03.2013
570,030
10.07.2013
600,000
-
-
-
18.09.2019
1,401,968
(1,401,968)
Postoplan
08.12.2020
181,665
1,151,320
Metrospeedy
16.07.2021
08.10.2021
-
-
1,000,000
1,363,700
2,753,663
3,515,020
(1,401,968)
(iii)
SAFEs as at 31 December 2021:
Investee company
Date of initial investment
Value at 1 Jan 2021, USD
Spin Technology
17.12.2018
300,000
Cheetah (go-x)
29.07.2019
350,000
Additions to SAFE
investments during
the period, USD
Adwisely (formerly Retarget)
24.09.2019
1,350,000
250,000
Roket games (legionfarm)
17.09.2019
1,200,000
KitApps
Affise
Feel
Total
Classtag
Moeco
Volumetric
StudyFree
03.02.2020
200,000
08.07.2020
1,000,000
24.07.2020
206,000
08.12.2020
1,000,000
-
-
-
-
-
-
-
-
-
-
-
-
Investee company
investment
2021, USD
the period, USD
USD
Investee company
Date of initial
Value at 1 Jan
note investments during
Conversions,
in fair value of equity
investments, USD
Disposals,
USD
Value at 31 Dec
2021, USD
Term, years
Interest
rate, %
Additions to convertible
Gain/loss from changes
Sharethis
KitApps
Affise
Postoplan
Metrospeedy
Feel
Total
Investee company
Spin Technology
Cheetah (go-x)
Adwisely (formerly
Retarget)
Roket games
(Legionfarm)
Classtag
Moeco
Volumetric
StudyFree
-
-
570,030
5.0
1.09%
546,125
(1,146,125)
-
-
-
-
-
-
-
-
-
-
-
-
1,332,985
1.0
2.00%
1,000,000
1,363,700
-
-
-
-
546,125
(1,146,125)
4,266,715
Gain/loss from
changes in fair
Conversions to
equity, USD
value of SAFE
investments, USD
Disposals, USD
Value at 31 Dec 2021, USD
-
-
-
-
-
-
-
-
-
-
-
-
-
(500,000)
-
-
-
-
-
-
300,000
350,000
1,600,000
1,200,000
200,000
500,000
363,982
(569,982)
-
-
-
1,000,000
N
O
T
E
S
T
O
T
H
E
F
I
N
A
N
C
A
L
S
T
A
T
E
M
E
N
T
S
I
101
TMT INVESTMENTS ANNUAL REPORT 2021TMT INVESTMENTS ANNUAL REPORT 2021
(iii)
SAFEs as at 31 December 2021: (continued)
Investee company
Date of initial investment
Value at 1 Jan 2021, USD
Additions to SAFE
investments during
the period, USD
Conversions to
Gain/loss from
changes in fair
value of SAFE
Investee company
equity, USD
investments, USD
Disposals, USD
Value at 31 Dec 2021, USD
Agendapro
Aurabeat
15.04.2021
03.05.2021
Synder (CloudBusiness Inc)
26.05.2021
Collectly
Backblaze
13.07.2021
10.08.2021
OneNotary (Adorum)
01.10.2021
BaFood
Educate online
My Device Inc
05.11.2021
16.11.2021
30.11.2021
Mobilo (Lulu Systems, Inc)
09.12.2021
Muncher
Total
13.12.2021
(iv)
Shares to be issued as at 31 December 2021:
-
-
-
-
-
-
-
-
-
-
-
309,000
Agendapro
(309,000)
Backblaze
(2,000,000)
1,030,000
2,060,000
2,060,000
2,000,000
500,000
OneNotary (Adorum)
2,000,000
1,000,000
850,000
My Device Inc
1,030,000
2,000,000
Aurabeat
Synder
(CloudBusiness Inc)
Collectly
BaFood
Educate online
Mobilo (Lulu
Systems, Inc)
Muncher
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1,030,000
2,060,000
2,060,000
-
-
500,000
2,000,000
1,000,000
850,000
1,030,000
2,000,000
5,606,000
15,089,000
(2,309,000)
(136,018)
(569,982)
17,680,000
Date of initial
Value at
1 Jan 2021,
Investee company
investment
USD
Additions to equity
investments during
the period, USD
Conversions from
loan notes, USD
Investee company
value of equity investments, USD
Disposals, USD
Value at 31 Dec 2021, USD
Gain/loss from changes in fair
3S Money Club
Total
-
-
2,046,000
2,046,000
-
-
3S Money Club
3S Money Club
-
-
-
-
2,046,000
2,046,000
N
O
T
E
S
T
O
T
H
E
F
I
N
A
N
C
A
L
S
T
A
T
E
M
E
N
T
S
I
102
(iii)
SAFEs as at 31 December 2021: (continued)
Synder (CloudBusiness Inc)
26.05.2021
Mobilo (Lulu Systems, Inc)
09.12.2021
(iv)
Shares to be issued as at 31 December 2021:
15.04.2021
03.05.2021
13.07.2021
10.08.2021
05.11.2021
16.11.2021
30.11.2021
13.12.2021
Value at
1 Jan 2021,
-
-
Agendapro
Aurabeat
Collectly
Backblaze
BaFood
Educate online
My Device Inc
Muncher
Total
3S Money Club
Total
Investee company
Date of initial investment
Value at 1 Jan 2021, USD
Investee company
Conversions to
equity, USD
value of SAFE
investments, USD
Disposals, USD
Value at 31 Dec 2021, USD
Gain/loss from
changes in fair
309,000
Agendapro
(309,000)
Aurabeat
Synder
(CloudBusiness Inc)
Collectly
-
-
-
Backblaze
(2,000,000)
OneNotary (Adorum)
01.10.2021
500,000
OneNotary (Adorum)
BaFood
Educate online
850,000
My Device Inc
Mobilo (Lulu
Systems, Inc)
Muncher
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1,030,000
2,060,000
2,060,000
-
500,000
2,000,000
1,000,000
850,000
1,030,000
2,000,000
Additions to SAFE
investments during
the period, USD
1,030,000
2,060,000
2,060,000
2,000,000
2,000,000
1,000,000
1,030,000
2,000,000
-
-
-
-
-
-
-
-
-
-
-
5,606,000
15,089,000
(2,309,000)
(136,018)
(569,982)
17,680,000
Investee company
investment
USD
Date of initial
Additions to equity
investments during
the period, USD
Conversions from
loan notes, USD
Investee company
Gain/loss from changes in fair
value of equity investments, USD
Disposals, USD
Value at 31 Dec 2021, USD
2,046,000
2,046,000
-
-
3S Money Club
3S Money Club
-
-
-
-
2,046,000
2,046,000
N
O
T
E
S
T
O
T
H
E
F
I
N
A
N
C
A
L
S
T
A
T
E
M
E
N
T
S
I
103
TMT INVESTMENTS ANNUAL REPORT 2021TMT INVESTMENTS ANNUAL REPORT 2021
11.
Trade and other receivables
Prepayments
Other receivables
Interest receivable on promissory notes
At 31 December 2021, USD
At 31 December 2020, USD
53,412
1,917,843
79,394
2,050,649
26,631
272,779
188,428
487,838
12. Cash and cash equivalents
The fair value of trade and other receivables approximate to their
carrying amounts as presented above. During the years ended 31
December 2021 and 2020 no balances were past due or impaired, and
no credit losses had been expected.
Other receivables as of 31 December 2021 represent amounts due from
the disposal of the investments in Klear, KitApps and DepositPhotos.
The cash and cash equivalents as at 31 December 2021 include cash on
hand and in banks.
Cash and cash equivalents comprise the following:
Bank balances
25,527,801
39,004,288
At 31 December 2021, USD
At 31 December 2020, USD
25,527,801
39,004,288
The following table represents an analysis of cash and equivalents by
rating agency designation based on Moody`s rating or their equivalent:
At 31 December 2021, USD
At 31 December 2020, USD
25,512,940
39,004,288
3,296
11,565
-
-
25,527,801
39,004,288
Bank balances
A3 rating
Baa3 rating
Not rated
Total
N
O
T
E
S
T
O
T
H
E
F
I
N
A
N
C
A
L
S
T
A
T
E
M
E
N
T
S
I
104
13.
Trade and other payables
Salaries payable
Directors’ fees payable
Bonuses payable
Trade payables
Accruals
14.
Share capital
At 31 December 2021, USD
At 31 December 2020, USD
82,500
40,534
40,000
22,954
9,676,043
6,257,560
73,042
32,704
27,491
24,568
9,904,823
6,372,573
The fair value of trade and other payables approximate to their carrying
amounts as presented above.
Share capital
53,283,415
34,790,174
At 31 December 2021, USD
At 31 December 2020, USD
Issued capital comprises:
Fully paid ordinary shares
Number
Number
31,451,538
29,185,831
Number of shares
Number of shares
Balance at 31 December 2020
29,185,831
29,185,831
Issue of ordinary shares
2,265,707
-
Balance at 31 December 2021
31,451,538
29,185,831
In connection with the capital raising of US$19,258,510 (before
expenses) completed in October 2021, the Company issued and allotted,
in aggregate, 2,265,707 new ordinary shares, at US$8.50 per ordinary
share. 598,799 of the new ordinary shares were subscribed for by
Executive Director Alexander Selegenev and certain members of the
Company’s founding management team and their connected parties, at
the same issue price, and US$3,743,621 of the relevant placing proceeds
were settled against the Company’s outstanding bonus liabilities to those
parties.
N
O
T
E
S
T
O
T
H
E
F
I
N
A
N
C
A
L
S
T
A
T
E
M
E
N
T
S
I
105
TMT INVESTMENTS ANNUAL REPORT 2021TMT INVESTMENTS ANNUAL REPORT 2021
15. Capital management
The capital structure of the Company consists of equity share capital,
reserves, and retained earnings.
The Board’s policy is to maintain a strong capital base so as to maintain
investor and market confidence and to enable the successful future
development of the business.
The Company is not subject to externally imposed capital requirements.
No changes were made to the objectives, policies and process for
managing capital during the year.
16.
Financial risk management and financial instruments
Credit risk
(i) Exposure to credit risk
The Company has identified the following risks arising from its activities
and has established policies and procedures to manage these risks.
The Company’s principal financial assets are cash and cash equivalents,
investments in equity shares, and convertible notes receivable.
As at 31 December 2021 the largest exposure to credit risk related
to cash and cash equivalents (US$25,527,801). The exposure risk is
reduced because the counterparties are banks with high credit ratings
(“BBB+” Liquidity banks) assigned by international credit rating agencies.
The Directors intend to continue to spread the risk by holding the
Company’s cash reserves in more than one financial institution.
The carrying amount of the following assets represents the maximum
credit exposure. The maximum exposure to credit risk as at 31
December is as follows:
At 31 December 2021, USD
At 31 December 2020, USD
Convertible notes receivable & SAFEs
21,946,715
8,359,663
Trade and other receivables
2,050,649
487,838
Cash and cash equivalents
25,527,801
39,004,288
Market risk
N
O
T
E
S
T
O
T
H
E
F
I
N
A
N
C
A
L
S
T
A
T
E
M
E
N
T
S
I
106
49,525,165
47,851,789
The Company’s financial assets are classified as financial assets at FVPl.
The measurement of the Company’s investments in equity shares
and convertible notes is largely dependent on the underlying trading
performance of the investee companies, but the valuation and other
items in the financial statements can also be affected by the interest rate
and fluctuations in the exchange rate.
CoVID-19 and related market volatility, whilst not directly affecting the
Company’s operations and liquidity position, impact the underlying
performance and therefore future fair market values of the Company’s
investee companies
Interest rate risk
Foreign currency risk management
Changes in interest rates impact primarily cash and cash equivalents
by changing either their fair value (fixed rate deposits) or their future
cash flows (variable rate deposits). Management does not have a formal
policy of determining how much of the Company’s exposure should be
to fixed or variable rates.
The Company is exposed to foreign currency risks on investments and
salary and director remuneration payments that are denominated in
a currency other than the functional currency of the Company. The
currency giving rise to this risk is primarily gBP and EuR. The exposure to
foreign currency risk as at 31 December 2021 was as follows:
For the year ended
31/12/2021, GBP
For the year ended
31/12/2021, EUR
For the year ended
31/12/2020, GBP
For the year ended
31/12/2020, EUR
Current assets
Cash and cash equivalents
534,672
294,597
94,261
7,987
Current liabilities
Trade and other payables
(50,106)
(1,215)
Net (short) long position
484,566
293,382
Net exposure currency
359,550
259,195
(4,309)
89,951
65,903
-
7,987
6,506
Net exposure currency
(assuming a 10% movement
436,109
264,044
80,956
7,188
in exchange rates)
Impact on exchange
movements in the statement
48,457
29,338
8,995
799
of comprehensive income
The foreign exchange rates of the USD at 31 December were as follows:
Currency
British pounds, £
Euro, €
31/12/2021
31/12/2020
1.3477
1.1319
1.3649
1.2276
This analysis assumes that all other variables, in particular interest rates,
remain constant.
Fair value and liquidity risk management
The Company’s approach to managing liquidity is to ensure that it will
always have sufficient liquidity to meet its liabilities when due, under both
normal and stressed conditions, without incurring unacceptable losses
or risking damage to the Company.
N
O
T
E
S
T
O
T
H
E
F
I
N
A
N
C
A
L
S
T
A
T
E
M
E
N
T
S
I
107
TMT INVESTMENTS ANNUAL REPORT 2021TMT INVESTMENTS ANNUAL REPORT 2021
Fair value and liquidity risk management
(continued)
The Company has low liquidity risk due to maintaining adequate banking
facilities, by continuously monitoring actual cash flows and by matching
the maturity profiles of financial assets and current liabilities.
As at 31 December 2021, the cash and equivalents of the Company were
US$25,527,801.
The following are the maturities of current liabilities as at 31 December
2021:
Carrying amount, USD
Within one
year, USD
2-5 years, USD
More than 5
years, USD
Salaries
Directors’ fees payable
82,500
40,534
82,500
40,534
Bonuses payable
9,676,043
9,676,043
-
-
-
-
-
-
-
-
-
-
-
-
73,042
32,704
73,042
32,704
9,904,823
9,904,823
The following table analyses the fair values of financial instruments
measured at fair value by the level in the fair value hierarchy as at 31
December 2021:
Level 1, USD
Level 2, USD
Level 3, USD
Total, USD
Trade payables
Accruals
Financial assets
Financial assets at FVPl
63,146,440
195,716,742
6,590,954
265,454,136
63,146,440
195,716,742
6,590,954
265,454,136
17.
Related party transactions
18.
Subsequent events
19. Control
The Company’s Directors receive fees and bonuses from the Company,
details of which can be found in Note 6.
Refer to the “Events after the reporting period” in the “Portfolio
Developments” section above.
The Company is not controlled by any one party. Details of significant
shareholders are shown in the Directors’ Report.
N
O
T
E
S
T
O
T
H
E
F
I
N
A
N
C
A
L
S
T
A
T
E
M
E
N
T
S
I
108
Directors and
Professional Advisers
Directors
Yuri Mostovoy
Non-executive Chairman
Alexander Selegenev
Executive Director
Petr Lanin
Independent Non-Executive Director
James Joseph Mullins
Independent Non-Executive Director
Secretary
Registered office
Computershare Company Secretarial Services (Jersey)
Limited
13 Castle Street, St Helier, Jersey, JE1 1ES
13 Castle Street, St Helier, Jersey, JE1 1ES
Company registration number
106628 (Jersey)
Joint Broker
Cenkos Securities Plc
6-8 Tokenhouse yard, london
EC2R 7As
Public Relations adviser
Kinlan Communications
2-4 Exmoor street
London, W10 6BD
Registrar
Computershare Investor Services (Jersey) Limited
13 Castle Street, St Helier, Jersey, JE1 1ES
Nominated Adviser
Strand Hanson Limited
26 Mount Row, Mayfair
London, W1K 3SQ
Joint Broker
Hybridan LLP
1 Poultry, London,
EC2R 8EJ
Auditors
UHY Hacker Young LLP
Quadrant House
4 Thomas More Square
London, E1W 1YW
Company website
www.tmtinvestments.com
I
D
R
E
C
T
o
R
s
A
N
D
P
R
o
F
E
s
s
o
N
A
l
A
D
V
s
E
R
s
I
I
109
TMT INVESTMENTS ANNUAL REPORT 2021TMT INVESTMENTS ANNUAL REPORT 2021
Registered office:
13 Castle Street, St Helier, Jersey, JE1 1ES
Tel. +44 1534 281 800
Fax. +44 8451 258 623
Via Computershare
ir@tmtinvestments.com