TMT Investments
Annual Report 2022

Investing globally in
leading-edge, earlier
stage technology
companies since 2010

Annual Report & 
Accounts 2022
For the year ended 31 December 2022

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 disparity 
opportunities.

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Planning the next 
generation of 
potential winners

Early and mid-stage companies 
represented 45% of TMT’s total portfolio 
value and 93% of the total number of 
portfolio companies, providing a large 
pipeline from which to keep growing 
tomorrow’s winners.

US$9.6m of 
investments 
in 2022

Given the high level of market 
uncertainty and volatility, TMT  chose 
to invest selectively in 2022, investing 
approximately US$9.6 million into 4 
new portfolio companies and making 
6 additional investments into portfolio 
companies.

TMT’s largest investmet in 2022 was an 
initial invesmtent of US$4m in SOAX Ltd, 
a SaaS-enabled marketplace of tools to 
collect publicly available data at scale  
(https://soax.com)

22.8%

NAV-based IRR for 
last five years

18

Profitable Full and 
Partial Exits

5

Unicorns to Date

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 five 
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. 

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90+

TMT has now invested  
in over 90 companies 
since its admission  
to AIM in December 2010 
(as of 31 December 2022).

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Contents

08 

11 

12 

13 

14 

18 

20 

24 

27 

38 

44 

46 

64 

67 

69 

74 

80 

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81 

82 

83 

About TMT Investments

TMT as a public company

NAV per Share

Highlights 

Investment Strategy 

Investment Policy

Executive Director’s Statement

Portfolio Developments

Investment Portfolio

Case Studies

Board of Directors

Corporate Governance

ESG Policy

ESG Developments

Directors’ Reports

Independent Auditor’s Report

Financial Statements

Statement of Comprehensive Income

Statement of Financial Position

Statement of Cash Flows

Statement of Changes In Equity

84 

Notes to the financial statements

114  Directors and professional advisers

Registered office 
13 Castle Street, St Helier, Jersey JE1 1ES.      

   Tel. +44 1534 281 800       Fax. +44 08451 258 623

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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 five 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. 

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 

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About TMT Investments Continued

investors. Prime examples are the Company’s exits 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.

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 
22.8% 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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NAV per share

Highlights

Net Asset Value per share

IRR*
3 Years

IRR*
5 Years

IRR*
7 years

IRR*
Since Inception 
(12 years)

20.20%

22.75%

22.36%

17.29%

$6.41

NAV per share of US$6.41 
(down 28.7% from US$9.00 
as of 31 December 2021)

$100.6m

Total cash proceeds 
from portfolio companies 
since inception

$201.7m

Total NAV of US$201.7m 
(down from US$283.1m as 
of 31 December 2021)

$9.6m 

Approximately $9.6m of new 
investments across 9 new and 
existing portfolio companies

22.75%

5-year IRR of 22.75% 
per annum

$11.4m

Approximately in cash and 
cash equivalent reserves 
as of 27 March 2023

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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$6.41$6.71*2022 
 
 
 
 
 
 
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

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.  

Growth stage – companies that are already generating revenues (TMT’s typical minimum 
revenue threshold is US$100,000 per month)

Product filter

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:

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.

Big Data / Cloud

SaaS

E-Commerce

Marketplaces

Post-investment engagement

Fintech

Edtech

Foodtech

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.

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.

Investment radar

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.

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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Investment 
Strategy

Through its investment criteria, TMT seeks to 
identify companies with the following features:

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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 PERSPECTIVE15,000+Proposals in 12 Years1,500+Deeply Scrutinised90+Companies Funded300+Promising Companies on the Radar500+Interviewed3,500+Closely Analysed 
 
 
 
 
 
 
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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

The Company will target primarily small and midsized 
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 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.

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Executive Director’s 
Statement

2022 saw substantially increased market and economic 
volatility, with the larger-cap public market sell-off 
throughout the year leading to reduced valuations 
for some privately held start-ups. A challenging 
macro-economic environment has meant that many 
companies, both tech and non-tech, large and small, 
are having to react to the changed outlook and improve 
their business models and financial management.

Developments in the Technology 
Venture Capital Sector

As 2022 progressed, we observed an acceleration 
of two existing trends: first, an increasing focus by 
investors on examining a tech start-up’s profitability/
path to profitability, and second, increasing divergence 
in how tech companies are reacting to the changed 
market and operational environment. 

Turning to the first trend, venture capital investors are 
now much more reticent than previously to subsidise 
revenue growth or market share gains at the expense 
of profitability or a clear path to profitability. This 
rebalancing by investors towards a greater focus on 
profitability and away from “revenue growth at any cost” 
accelerated as 2022 progressed. This is to be expected: 
an innovative technology solution only becomes 
valuable to investors if it can achieve a product market 
fit (right product or service for the right client at the 
right price) that is ultimately focused on profitability.

TMT was early to observe this trend and we commented 
on this already in our 2020 Annual Report, when tech 
companies’ business models were tested by the COVID-
caused disruption in 2020, and had already sought 
to implement this insight in terms of TMT’s portfolio 
selection by tilting the portfolio toward companies that 
recognised the importance of having viable business 
models focused on visible profitability and strong 
management of their financial resources.

Turning to the second trend, the knock-on effect of 
this rebalancing in the venture capital industry is now 
forcing the majority of start-ups of all stages to prioritise 
profitability over growth, with growth only being 
rewarded if it is achieved in a tightly controlled cost 
environment. This means that being a tech company 

with an innovative business model, product or service

Technology Company Valuations

has ceased to be sufficient per se to attract immediate 
investor attention. As a result, tech companies are 
having to reassess their underlying business models 
and profitability timelines and work harder to ensure 
their product market fit is well positioned to retain and 
grow market share.

The marked change in how investors value technology 
companies is creating a “survival of the fittest” market 
dynamic, as companies react to a changed market 
environment and how they are valued by investors. 
On the one hand, companies with superior business 
models that have reacted quickly and adopted 
successful measures have continued to grow and 
flourish, albeit at lower speeds. On the other hand, 
companies with weaker business models that were 
more dependent on future funding and have failed to 
react successfully have come under increased pressure.

TMT’s portfolio has not been immune to these 
developments, and we are naturally seeing an 
increasing divergence between the stronger and 
weaker performers. A first group of companies were 
quick to react in early 2022 by reducing burn-rates and 
accelerating their paths to profitability, continuing to 
refine their business models, or taking other required 
measures. In many cases this has led to lower revenue 
growth rates, but a stronger and more sustainable 
business position overall. A second group only started 
reacting in late 2022 / early 2023. Those companies 
that were slower to react to the tougher economic 
environment may have grown their revenues a bit faster 
compared to the first group, but their recent aggressive 
burn rates are now forcing them to have to look for 
new funds at lower valuation levels and/or implement 
business optimisation measures in a more stressed 
environment. A third group includes well capitalised 
companies with high levels of cash reserves and 
typically low burn rates or close to achieving profitability. 
Such companies are in the fortunate position of being 
able to choose whether to focus on revenue growth or 
profitability, depending on what they see as a priority 
for success in their respective market sectors.

Despite the challenging macroeconomic and political 
outlook, investors in 2022 continued to back high-
growth, high-quality digital technology companies, 
taking into account the above noted trends in the tech 
company universe. This resulted in positive revaluations 
of several of TMT’s portfolio companies. We were 
pleased to see Accern, Outfund, FemTech, Spin.ai, 
Muncher, and Cyberwrite receive further validation for 
their business models by raising fresh equity capital at 
higher valuations to TMT’s previous entry points.

TMT adopts a conservative approach to valuing its 
portfolio investments and therefore regularly reviews 
and writes down investments that are not showing 
the progress TMT believes is required to justify the 
previously reported valuation level. As a result, in 
addition to Bolt and Backblaze, TMT partially or 
fully wrote down the value of twelve of its smaller 
investments during the period (excluding further write-
downs related purely to exchange rate fluctuations).

The significantly reduced share prices of publicly traded 
technology companies negatively affected the value of 
TMT’s equity stake in NASDAQ-traded cloud storage 
company Backblaze (www.backblaze.com), resulting 
in a US$40.2 million reduction in the value of TMT’s 
investment in Backblaze as of 31 December 2022. 
Despite such financial market volatility, Backblaze’s 
business has been developing well, recording 26% 
revenue growth in 2022 compared to 2021. Backblaze 
remains well capitalised with a preliminary announced 
unaudited net cash position of approximately US$32 
million as of 31 December 2022.

Consistent with TMT’s prudent valuation policy, the 
Company has also decided to reduce the fair value of its 
equity stake in Bolt (www.bolt.eu) by 33%, despite the 
fact that the previous valuation level was established 
on the back of Bolt’s successful €628 million equity 
raise, which completed in January 2022 and after the 
market correction had started. This decision reflects 
the reduction in the values of Bolt’s publicly traded 
peers, namely Uber, as of 31 December 2022. Business-
wise, Bolt continued to perform reasonably well in 
2022, recording double-digit revenue growth, making 

progress towards operating profitability and enjoying 
the benefits of its significant net cash reserves. As a 
business, Bolt also benefits from a highly diversified 
geographical revenue base, with over 100 million 
customers in more than 45 countries across the globe, 
as well as leveraging its technology to serve six business 
segments: rides, scooter rental, car sharing, food 
delivery, grocery delivery and business travel.

As can be seen from the BVP Cloud Index (https://
cloudindex.bvp.com), median valuation multiples 
for larger-cap publicly traded technology companies 
have fallen sharply, in effect returning to the more 
sustainable levels seen in 2013-2017.

The negative effect of increased market and economic 
volatility on earlier-stage start-ups has been the 
generally lower disbursement levels of funding that 
we are currently seeing, as investors continue to 
carefully assess how tech companies are reacting to the 
current challenges. ‘Dry powder’ cash levels available 
for investment remain very high globally, as the State 
of European Tech 2022 report indicates, but founders 
are having to go the extra mile to prove the quality and 
potential of their businesses as investors become more 
discerning. This is to be expected and bodes well for 
high levels of funding to continue being available to tech 
companies with strong business models, a successful 
differentiated offering and savvy financial management.

NAV per share

The Company’s NAV per share in 2022 decreased 
by 28.7% to US$6.41 as of 31 December 2022 (31 
December 2021: US$9.00), mainly as a result of the 
significant downward revaluation of Backblaze and Bolt 
during 2022.

Operating expenses

In 2022, the Company’s administrative expenses of 
US$1,443,395 were below corresponding 2021 levels 
(2021:US$1,924,650), reflecting the Company’s reduced 
level of investment and business development activities 
during the period.

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Financial position

As of 31 December 2022, the Company had no financial 
debt and cash reserves of approximately US$10.1 
million (31 December 2021: US$25.5 million). As of 
27 March 2023, the Company had cash and cash 
equivalent reserves of approximately US$11.4 million.

With regard to the recent developments surrounding 
Silicon Valley Bank (“SVB”), TMT’s main banking 
partner, the Company notes that, after the measures 
implemented by the USA’s Federal Deposit Insurance 
Corporation and Federal Reserve, the Company expects 
to retain access to all its funds held at SVB and that 
therefore the developments regarding SVB are not 
expected to have any impact on TMT’s financial position. 
For the same reasons the Company does not believe 
that the recent developments at SVB will have any 
material impact on the financial position of its portfolio 
companies. As of 27 March 2023, the Company had 
approximately US$2.9 million in cash held with SVB.

Outlook

TMT has a diversified investment portfolio of over 50 
companies, focused primarily on big data/cloud, SaaS 
(software-as-a-service), marketplaces, e-commerce, 
FinTech, EdTech and FoodTech, most of which continue 
to benefit from the ongoing shift to online consumer 
habits and remote working. 

2022 saw a dramatic change for the venture capital and 

technology company environment, with most investors 
“returning to basics” by looking to support ultimately 
profitable business models at sensible valuations. Start-
ups have now realised that the “growth at any cost” 
approach has rapidly been replaced with a focus on 
“fundamentally profitable growth at the right valuation”. 
Start-ups’ ability to reposition and adjust to the changed 
market environment will largely define their success/
survival rate in the near future.

The recent military conflict in Ukraine and more 
recently the US and European bank liquidity issues 
have undoubtedly added significantly to global market 
uncertainty. A number of negative trends and factors 
continue to affect the prospects of the wider global 
economy, and the ultimate effect on the technology 
sector and its participants will depend on how global 
dynamics unfold in the coming months.

Despite the ongoing volatility, investors continue to 
be interested in high-quality technology businesses at 
the right valuation levels. TMT is continuing to identify 
such opportunities very selectively, whilst employing an 
extremely cautious general investment approach for 
the time being. With no financial debt and cash reserves 
of approximately US$11.4 million as of 27 March 
2023, TMT is well positioned to ride out the current 
market volatility and to continue making investments 
and realising full and partial disposals when the right 
opportunities present themselves.

Alexander Selegenev 
Executive Director 
27 March 2023

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Portfolio 
Developments

The following developments have had an impact on, and are reflected in, the 
Company’s NAV and/or financial statements as of 31 December 2022 in accordance 
with applicable accounting standards.

PORTFOLIO PERFORMANCE

The following developments have had an impact on, and are reflected in, the Company’s NAV and/or financial 
statements as of 31 December 2022 in accordance with applicable accounting standards:

FULL AND PARTIAL CASH EXITS, AND POSITIVE 
REVALUATIONS:

•  Accern, a no-code AI platform for the financial 
service industry (www.accern.com), completed 
a new equity funding round.  The transaction 
represented a revaluation uplift of US$1.6 million 
(or 124%) in the fair value of TMT’s investment, 
compared to the previous reported amount as of 
31 December 2021.

•  MTL Financial, trading as Outfund, a revenue-based 

financing provider (www.out.fund), completed 
a new equity funding round.  The transaction 
represented a revaluation uplift of US$1.2 million 
(or 94%) in the fair value of TMT’s investment, 
compared to the previous reported amount as of 
31 December 2021.

•  FemTech, a London-based technology accelerator 
focused on female founders (www.femtechlab.
com), completed two new equity funding rounds 
in July 2022 and February 2023.  The latest 
transaction represented a revaluation uplift of 
US$0.5 million (or 196%) in the fair value of TMT’s 
investment, compared to the previous reported 
amount as of 31 December 2021.

•  Spin.ai, an all-in-one SaaS data protection 

platform for mission-critical SaaS apps (www.spin.
ai), completed a new equity funding round.  The 
transaction represented a revaluation uplift of 
US$0.7 million (or 221%) in the fair value of TMT’s 
investment, compared to the previous reported 
amount as of 31 December 2021

transaction represented a revaluation uplift of 
US$1.6 million (or 41%) in the fair value of TMT’s 
investment, compared to the previous reported 
amount as of 31 December 2021. 

•  Cyberwrite, an AI cyber insurance platform providing 
cybersecurity insights and risk quantification for 
businesses worldwide (www.cyberwrite.com), 
completed a new equity funding round.  The 
transaction represented a revaluation uplift of 
US$0.5 million (or 95%) in the fair value of TMT’s 
investment, compared to the previous reported 
amount as of 31 December 2021. 

• 

In its 2021 Annual Report, the Company reported 
that Delivery Hero SE, one of the world’s leading 
local food delivery platforms, had announced in 
October 2021 that it had entered into an agreement 
with TMT’s portfolio company Hugo Technologies 
Ltd. (“Hugo”) (www.hugoapp.com), to acquire Hugo’s 
multi-category marketplace’s core food delivery and 
quick commerce business in Central America (the 
“Original Disposal”).  In November 2022, the Original 
Disposal finally completed with slightly amended 
terms (the “Final Disposal”).  As part of the Final 
Disposal, TMT received an initial dividend payment 
of US$0.2 million from Hugo in November 2022. 

•  TMT’s equity stake in 3S Money Club Limited 
(www.3s.money) was revalued on the back of 
independent secondary equity transactions in 3S 
Money shares.  The relevant secondary transactions 
represented a revaluation uplift of US$3.8 million (or 
37%) in the fair value of TMT’s investment, compared 
to the previous reported amount as of 31 December 
2021 

NEGATIVE REVALUATIONS:

The following of the Company’s portfolio investments 
were negatively revalued in 2022:

KEY DEVELOPMENTS FOR THE FIVE LARGEST 
PORTFOLIO HOLDINGS IN 2022 (SOURCE: TMT’S 
PORTFOLIO COMPANIES): 

Portfolio 
Company

Write-
down 
amount 
(US$)

Reduction 
as % of 
fair value 
reported 
as of 
31 Dec 2021

Backblaze

40,153,509

64%

Bolt

33,618,816

33%

Pandadoc

5,341,305

33%

Affise

1,675,190

48%

Remote.it

1,381,443

91%

MEL 
Science

1,758,040

66%

Estateguru

979,500

55%

StudyFree

1,000,000

100%

EdVibe

750,001

50%

Academy of 
Change

670,000

67%

3D Look

499,999

50%

Usual

450,015

100%

Hugo

338,222*

9%

Reasons for write-
down

Based on the closing 
mid-market price of 
US$6.15 per share on 
31 December 2022

Based on comparable 
company analysis, and 
supported by a partial 
buying order received 
by TMT from a bona 
fide financial buyer

Based on comparable 
company analysis

Based on comparable 
company analysis

Independent 
convertible note round

Based on comparable 
company analysis; lack 
of progress in the last 
2 years

Based on comparable 
company analysis (plus 
exchange rate effect); 
extra exposure to 
the current financial 
market volatility

Serious lack of 
progress in the last 2 
years

Insufficient progress 
in the last 1.5 years; 
revenue exposure to 
Russia

Insufficient progress 
in the last 1.5 years; 
previous revenue 
exposure to Russia

Lack of progress in the 
last 2 years

Independent highly 
dilutive equity capital 
raise

Acquisition by Delivery 
Hero announced in 
Oct 2021 completed 
in Nov 2022. Value 
of TMT’s investment 
partially reduced 
due to the expedited 
receipt of relevant 
proceeds.

Bolt (ride-hailing and food delivery service):

•  Active in over 500 cities globally (up from over 400 

cities as of 31 December 2021)

•  Double-digit revenue growth

(cloud storage provider):

•  Double-digit revenue growth

•  Multiple new integrations and partnerships building 

basis for future growth

•  Targeting adjusted EBITDA breakeven point in Q4 

2023

(proposal automation and contract management software):

•  Double-digit revenue growth

•  Multiple new integrations and partnerships building 

basis for future growth

•  Acquisition of LiveNotary to launch a remote online 

notarisation service

(provider of corporate multi-currency bank accounts):

•  Triple-digit revenue growth

•  Profitable and cash flow positive

(Perfume, wellness and beauty product subscription service):

•  Single-digit revenue growth

•  Acquisition of car air freshener company Drift

•  Targeting positive EBITDA in 2023

*- adjusted for the US$0.2 million dividend TMT received from 
Hugo in November 2022. 

•  Muncher, a cloud kitchen and virtual food brand 
operator in South America (www.muncher.com.
co), completed a new equity funding round.  The 

In addition, TMT’s investment in eAgronom had a 
minor increase in value thanks to the exchange rate 
movement as of 31 December 2022.

Anews

330,000

100%

Company liquidated

Total

88,946,040

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Investment 
Portfolio

EVENTS AFTER THE REPORTING PERIOD

In January and March 2023, TMT received a total 
additional US$1.6 million in dividends from Hugo, as 
part of the consideration for Hugo’s disposal of its food 
delivery and quick commerce business in Central America 
to Delivery Hero.

In February 2023, TMT invested an additional US$0.1 
million in Cyberwrite, an AI cyber insurance platform 
providing cybersecurity insights and risk quantification for 
businesses worldwide (www.cyberwrite.com).

In February 2023, TMT invested an additional £45,861 in 
FemTech, a London-based technology accelerator focused 
on female founders (www.femtechlab.com). 

In February 2023, TMT received US$0.3 million from 
Backblaze, Inc., as a settlement payment in respect of 
TMT’s additional investment in Backblaze in 2021.

In March 2023, Silicon Valley Bank (“SVB”), a key banking 
partner of TMT and many of its investee companies, 
experienced liquidity issues.  As a result of the various 
measures implemented by the USA’s Federal Deposit 
Insurance Corporation and Federal Reserve, the Company 
expects to retain access to all its funds held at SVB and 
that therefore the developments regarding SVB are not 
expected to have any material impact on the financial 
position of TMT or any of its portfolio companies.

In addition, the following of TMT’s non-USD 
denominated investments decreased in value due to 
exchange rate fluctuations as of 31 December 2022: 
Feel, Timbeter, Hinterview, MTL (Outfund), Conte.ai 
(Postoplan), Outvio, Sonic Jobs, Bairro, and Laundry 
Heap. 

NEW INVESTMENTS

Given the high level of market uncertainty and volatility, 
TMT was even more selective in 2022, investing 
approximately US$9.6 million across the following 
companies:

• 

• 

• 

Initial €825,000 in Bairrissimo, LDA, trading as 
Bairro, an instant food and grocery delivery 
company in Portugal (www.bairro.io);

Initial US$4,000,000 in SOAX Ltd, a SaaS-enabled 
marketplace of tools to collect publicly available data  
(https://soax.com);

Initial £500,000 and additional £999,918 in 
Laundryheap Limited, a marketplace for on-demand 
laundry and dry-cleaning services  
(www.laundryheap.com);

• 

Initial US$1,000,000 in MedVidi Inc., an online 
mental healthcare provider (www.medvidi.com);

•  Additional €400,000 in Postoplan OÜ, trading as 

Conte.ai, a social network marketing platform, which 
helps create, schedule, and promote content  
(www.conte.ai);

•  Additional US$250,000 in Legionfarm, Inc., an online 

game coaching platform (www.legionfarm.com);

•  Additional £250,000 in Feel Holdings Limited, a 

subscription-based multivitamin and supplement 
producer (www.wearefeel.com);

•  Additional US$500,000 in Bafood Global Limited, 
a hyper local ready-to-eat food delivery and cloud 
kitchen operator in Eastern Europe (https://bafood.
app); and

•  Additional US$200,000 in My Device Inc., trading as 
Whizz, a device-as-a-service e-bike rental company 
(www.getwhiz.co).

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Portfolio Classification By Investees’ Sectors

(as of 31 December 2022)

Ten Largest Portfolio Investments

(as of 31 December 2022)

Other

Big Data / Cloud

E-Commerce

Marketplace

SaaS

EDTECH

Fintech

Foodtech

Other

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Portfolio  
Company

# 

1

2

3

4

5

6

7

8

9

Bolt

Backblaze

3S Money Club

PandaDoc

Scentbird

Muncher

SOAX

Workiz

Feel

10

Hugo

Other

Total

Fair value (US$M)

As % of total 
portfolio value

69.76

 22.99  

 14.09

 10.84  

 6.59  

 5.71

 4.00  

3.98

 3.65  

 3.23

50.42

195.26

35.73

11.78

7.22

5.55

3.38

2.92

2.05

2.03

1.87

1.67

25.80

100.00

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Portfolio allocation by sector and by number of companies

Portfolio allocation by growth stage of investee companies

(as of 31 December 2022)

(% of portfolio and number of companies, as of 31 December 2022)

Early 
10.38%

Expansion 
4

Other 
4.14%

Foodtech 
5.17%

EDTECH 
3.64%

Fair Value

Expansion 
55.09%

Mid-stage 
34.53%

Mid-stage 
31

Number of 
Companies

Early 
21

4

7

3

7

8

4

7

16

Marketplace 
41.96%

Sector

Early

Mid-stage

Expansion

Fair Value (US$)

As % of Fair Value

Companies

20.27M

67.42M

107.57M

195.26M

10.38

34.53

55.09

100.00

Portfolio allocation by target audience of investee companies

(% of portfolio and number of companies, as of 31 December 2022)

B2B 
33.81%

Fair Value

B2B 
27

B2C 
48.54%

Number of 
Companies

SaaS 
15.53%

Fair Value (US$)

As % of Fair Value

Companies

21

31

4

56

B2C 
16

B2C/B2B 
13

81.94M

30.32M

28.28M

18.59M

10.85M

7.11M

10.09M

8.08M

41.96

15.53

14.48

9.52

5.56

3.64

5.17

4.14

8

16

7

4

3

7

4

7

56

B2C/B2B 
17.65%

Sector

B2C

B2C/B2B

B2B

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195.26M

100.00

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Fair Value (US$)

As % of Fair Value

Companies

94.77M

34.47M

66.02M

195.26M

48.54

17.65

33.81

100.00

16

13

27

56

E-Commerce 
5.56%

Fintech 
9.52%

Big Data / Cloud 
14.48%

Sector

Marketplace

SaaS

Big Data / Cloud

Fintech

E-Commerce

EDTECH

Foodtech

Other

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Proven Track Record In Creating Value

Exits
Exits

(since inception to 31 December 2022)

(since inception to 31 December 2022)
(since inception to 30 June 2021)

FULL PROFITABLE EXITS

Value Created

PARTIAL PROFITABLE EXITS

Capital Invested

Value Lost

ACQUIRERS

VALUE CREATED

$295.9m

$94.2m

Full Profitable 
Cash Exits

$6.4m

Partial Cash Exits 
and other cash proceeds

$195.3m

Current Portfolio

CAPITAL INVESTED

$103.5m

VALUE LOST

$19.1m

$13.9m

Full negative exits

$5.1m

Partial impairments

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33

Partial Profitable ExitsAcquirersFull Profitable Exits 
 
 
 
 
 
 
Portfolio Map

(as of 31 December 2022)

Expansion

Mid-stage

Early

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The Company’s ten largest 
portfolio investments

(as of 31 December 2022)

www.bolt.eu

International ridehailing and delivery platform.

Incorporation
Estonia

First invested in
September 
2014

Total Investment
$0.32m

Fair Value
$69.8m

www.backblaze.com

Online data back-up and cloud storage provider.

* including $2.0m partial cash exit

Incorporation
USA

Total Investment
$7.03m

First invested in
July 2012

Fair Value
$25m*

www.3s.money

A UK-based bank challenger providing corporate 
clients with multi-currency bank accounts

Incorporation
Incorporation
UK
UK

Total Investment
$5.99m

First invested in
First invested in
April 2020
April 2020

Fair Value
$14.1m

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www.pandadoc.com

Proposal automation and contract management 
software provider.

Incorporation
USA

First invested in
July 2014

Total Investment
$0.40m

Fair Value
$10.8m

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

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.wearefeel.com

Subscription-based innovative multivitamin and 
supplement producer

Incorporation
UK

First invested in
August 
2020

Total Investment
$3.4m

Fair Value
$3.65m

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
$5.71m

www.hugoapp.com

Incorporation
USA

Total Investment
$1.2m

Multi-category marketplace.

First invested in

Fair Value

January 
2019

$3.55m

https://soax.com

A SaaS-enabled marketplace of tools to collect 
publicly available data at scale 

Incorporation
UK

Total Investment
$4.00m

First invested in
January 2022

Fair Value
$4.00m

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217x

Return on TMT’s 
investment to date

3.5x

Return on TMT’s 
investment to date

$0.32M

Total Investment

$69.8M

$7.03M

Total Investment

$25M*

Fair Value of TMT’s stake

Fair Value of TMT’s stake 

Backblaze recorded 
26% revenue growth  
in 2022

The significantly reduced share prices of publicly traded technology 
companies negatively affected the value of TMT’s equity stake in 
NASDAQ-traded cloud storage company Backblaze (www.backblaze.
com), resulting in a US$40.2 million reduction in the value of TMT’s 
investment in Backblaze as of 31 December 2022.  

Despite such financial market volatility, Backblaze’s business 
has been developing well, recording 26% revenue growth in 
2022 compared to 2021.  Backblaze remains well capitalised 
with a preliminary announced unaudited net cash position of 
approximately US$32 million as of 31 December 2022.

*Including $2.0m partial cash exit

Bolt is now active 
in over 500 cities 
globally, up from over 
400 cities as of end 
December 2021

Bolt is a ride-hailing and food delivery service which is transforming 
mobility worldwide (www.bolt.eu). In 2022, Bolt expanded its 
presence to over 500 cities globally. Business wise, Bolt continued 
to perform reasonably well in 2022, recording double-digit revenue 
growth, making progress towards operating profitability and making 
use of the benefits of its significant net cash reserves. 

Consistent with TMT’s prudent valuation policy, the Company has 
also decided to reduce the fair value of its equity stake in Bolt (www.
bolt.eu) by 33%, despite the fact that the previous valuation level was 
established on the back of Bolt’s successful €628 million equity raise, 
which completed in January 2022 and after the market correction 
had started.  This decision reflects the reduction in the values of 
Bolt’s publicly traded peers, namely Uber, as of 31 December 2022.  

As a business, Bolt benefits from a highly diversified geographical 
revenue base, with over 100 million customers in more than 45 
countries across the globe, as well as leveraging its technology to 
serve six business segments: rides, scooter rental, car sharing, food 
delivery, grocery delivery and business travel.

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In 2022, TMT invested an initial 
£0.5M and additional £1M in 
Laundryheap, a marketplace for  
on-demand laundry and 
dry-cleaning services

Founded in 2014 in London, Laundryheap (www.laundryheap.
com) is a next generation laundry & dry cleaning company, 
offering offer professional laundry and dry cleaning delivered to 
your doorstep in as quick as 24 hours.

Since its beginnings in London, Laundryheap has expanded 
globally to 11 countries. Laundryheap’s services are available 
in Qatar, Ireland, Netherlands, Bahrain, UAE, Singapore, Kuwait, 
United Kingdom, Sweden, United States, and Denmark.

FemTech completed two new 
equity funding rounds

FemTech, a London-based technology accelerator focused on 
female founders (www.femtechlab.com), completed two new 
equity funding rounds in July 2022 and February 2023.  The 
latest transaction represented a revaluation uplift of US$0.5 
million (or 196%) in the fair value of TMT’s investment, compared 
to the previous reported amount as of 31 December 2021.

$0.27M

$0.81M

Total Investment

Fair Value of TMT’s stake 

3x

Return on TMT’s 
investment to date

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In January 2022, TMT invested 
an initial US$4m in SOAX Ltd, 
a SaaS-enabled marketplace 
of tools to collect publicly 
available data at scale

SOAX (soax.com) makes it easy to access and collect ethically sourced data from anywhere in the world. 
SOAX is an award-winning automated data collection solution with over 1,000 clients worldwide and 
8.5m+ ethically sourced proxies. Since its foundation, SOAX has registered exponential growth and now 
has 74 employees working fully remotely in 19 countries.

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2.9x

Return on TMT’s 
investment to date

1.4x

Return on TMT’s 
investment to date

Accern completed 
a new equity 
funding round

Accern, a no-code AI platform for the financial service industry  
(www.accern.com), completed a new equity funding round in 2022.  
The transaction represented a revaluation uplift of US$1.6 million 
(or 124%) in the fair value of TMT’s investment, compared to the 
previous reported amount as of 31 December 2021.

$1.0M

Total Investment

$2.9M

$4.0M

Total Investment

$5.7M

Fair Value of TMT’s stake

Fair Value of TMT’s stake 

Muncher completed 
a new equity 
funding round

Muncher, a cloud kitchen and virtual food brand operator in South 
America (www.muncher.com.co), completed a new equity funding 
round in 2022.  The transaction represented a revaluation uplift 
of US$1.6 million (or 41%) in the fair value of TMT’s investment, 
compared to the previous reported amount as of 31 December 
2021.

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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.

Andrea Nastaj, independent Non-executive 
Director, was appointed to the Board in May 2022, 
succeeding Petr Lanin. Andrea is an experienced 
executive within the financial sector, having held 
senior positions at a number of financial institutions. 
He has, for the past decade, served as Head of 
Compliance for Capital Mill OÜ, the commercial real 
estate investor and manager. Prior to this, Andrea 
held the position of Vice-President at Banque Profil 
de Gestion, the independent bank whose primary 
services are private and investment banking. Banque 
Profil de Gestion merged with One Swiss Bank SA in 
June 2021 and is listed on the SIX Swiss Exchange 
(SIX:ONE). 

His appointment to the Board as an independent 
non-executive director of the Company brings 
to the team a wealth of corporate governance, 
compliance and financial services experience. Andrea 
has a Master’s in Accounting and Finance from the 
University of St. Gallen, Switzerland.

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.

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Corporate 
Governance 

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.

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 

Introduction

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) 
by both businesses and society at large continued to 
evolve in 2022, as countries around the world emerged 
from the devastating social and economic fallout 
provoked by the COVID pandemic. Investor attention 
has been driven by three main factors: regulatory 

pressure, underlying investor demand and a recognition 
that current levels of ESG data available remain opaque 
and under-developed in many sectors, resulting in new 
business opportunities to meet this shortfall.

The Company has been monitoring ESG issues before 
they reached the mainstream investment agenda. As 
such, TMT has made a number of investments in ESG-
focused companies that also meet TMT’s investment 
objectives. 

In 2021, TMT started formalising its ESG Policy under 
the guiding principles that it be relevant, realistic and 
accountable, and finalised it as published in its Interim 
Results 2022. Starting with 2022 and going forward, 
TMT will also be providing an annual update on ESG 
developments in TMT’s portfolio.

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 (software-as-a-service)

•  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

•  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

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.

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PRINCIPLE 2

Seek to understand and meet 
shareholder needs and expectations

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 
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. 

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.

The Company engages two brokers, Cenkos Securities 
plc (“Cenkos”) and Hybridan LLP (“Hybridan”) as Joint 
Brokers to TMT. Together with the Company’s other 
advisors, both brokers arrange 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.

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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 in 

Other suppliers

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 

Internal stakeholders

implications for long-term success.

The Company’s workforce

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 Principle 2 
above. 

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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.

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. 

The Company has identified the following principal risks 
in executing its strategy and addresses these in the 
following ways:

In determining what constitutes a sound system of 
internal controls the Board considers:

Key people risk

•  The nature and extent of the risks which they regard as 
  acceptable for the Company to bear within its particular 
  business;

The Company’s management team is relatively small 
in number and the resignation or unavailability of 
members of the management team could potentially 
have an effect on the performance of the Company. 

•  The threat of such risks becoming reality;

Mitigation:

•  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.

The Company ensures that the databases it maintains 
for investment selection and monitoring are shared 
across the senior management team, reducing the 
possibility of loss of 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

Investing in earlier stage companies is inherently risky. 
These businesses may not successfully scale up their 
technology or offering, may fail to secure the necessary 
funding (attract further investment) and may lose key 
personnel, amongst other risks. 

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Mitigation:

The TMT team is experienced in investing in earlier stage 
technology companies and conducts extensive analysis 
through its four-filter investment process, as well as 
due diligence on the companies before it makes any 
investment.

Portfolio valuation may be dominated by single or 
limited number of companies

The success or failure of companies in our portfolio in 
growing revenues and/or attracting further investment 
is likely to have a significant impact on their valuation, 
increasing or decreasing significantly.  These valuations 
are driven by market forces and are outside of our 
control.

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

Technological change is taking place at ever increasing 
tempos. The speed of technological innovation can 
make it harder to assess an investee company’s 
potential, especially at an early stage of development. 

Mitigation:

The Company has built and continues to build a 
diversified portfolio across its core investment sectors. 
The Company also sells partial stakes from time to time 
in its more successful holdings in order to reinvest in 
other companies and/or keep the Company’s portfolio 
appropriately balanced.

Large number of investment opportunities

The sectors in which the Company invests are 
characterised by large numbers of new companies being 
launched with similar business models and across many 
countries. The sheer multitude of companies can make 
identifying the best companies a challenge in terms of 
analysis, the monitoring of performance before investing 
and the overall assessment of an investee’s potential. 

Mitigation:

The Company focuses on a small number of core 
segments within the TMT sector in which it has expertise 
and established professional networks, in order to 
benefit from its competitive information advantage. 

Mitigation:

We address this challenge by typically investing in 
companies that are already generating revenue and 
therefore have a proven revenue generating business 
model at the time of the Company’s initial investment.

Valuation of investments

The Company invests in companies that at times 
operate in extremely competitive sectors.  Given the 
nature of the companies we invest in, it is not likely that 
all will be a success. It is therefore inevitable that some 
investments will require impairment.

Mitigation:

To mitigate this risk, the Company reviews all its 
investments, as a minimum, every six months. For each 
of its portfolio companies, the Company maintains a 
database with data provided by its portfolio companies 
that includes their key performance indicators (KPIs). 
Through this process, the Company actively monitors 
the performance of KPIs and other indicators that can 
affect fair value revaluations.  

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To address this challenge, the Company focuses on 
investing in companies that it considers to have good 
exit opportunities, via a trade sale, IPO or other exit 
route.  This increases the likelihood of generating cash 
returns, which can then be used to reinvest or satisfy 
financial obligations if necessary. The Company has 
also conducted a number of equity fund raises since its 
admission to trading on AIM. As 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.

The Company has a small number of shareholders 
who hold a large proportion of the total share 
capital of the Company

The decision by one or more of these shareholders to 
dispose of their holding in the Company may have an 
adverse effect on the Company’s share price.

Mitigation

The Company seeks to build a mutual understanding 
of objectives between itself and its shareholders.  
The Company maintains regular contact with its 
shareholders through meetings and presentations held 
throughout the year.

Non-controlling positions in portfolio companies

Non-controlling interests in portfolio companies may 
lead to a limited ability to protect the Company’s 
position in such investments.

Mitigation

As part of its investment in portfolio companies, the 
Company will seek to secure board representation 
where 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 may 
vary substantially from year to year

The timing of portfolio company realisations is uncertain 
and depends on factors beyond the Company’s control.  
As an investing company that does not generate sales, 
the Company faces the potential challenge of insufficient 
funds to meet its financial obligations or make new 
investments.  Cash returns from the Company’s portfolio 
are therefore unpredictable.

Mitigation

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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 Andrea Nastaj) and the Executive 
Director (Alexander Selegenev). James Mullins and Andrea 
Nastaj, both Non-executives, are considered by the 
Board to be independent. James Mullins was appointed 
to the Board in December 2010. Whilst James Mullins 
has 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 James Mullins continues 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, James Mullins 
will 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 2022. One meeting of 
the Audit Committee, one meeting of the Remuneration 
Committee and one meeting of the Nomination 
Committee were held in 2022. The number of meetings 
attended by the Directors is set out below. 

Director

Board  
meetings

Audit Commitee 
meetings

Remuneration  
Committee  
Meetings

Nomination  
Committee  
Meetings

Yuri Mostovoy

Alexander Selegenev

Petr Lanin

Andrea Nastaj

James Mullins

Total meetings

6

5

1

3

6

6

-

-

1

1

1

-

-

1

1

1

1

1

1

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PRINCIPLE 6

Ensure that between them the 
Directors havethe 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 below.

Yuri Mostovoy, Non-Executive Chairman, was 
appointed to the Board in June 2011. Yuri brings over 
39 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.

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.

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Andrea Nastaj, independent Non-executive Director, 
was appointed to the Board in May 2022, succeeding 
Petr Lanin. Andrea is an experienced executive within 
the financial sector, having held senior positions at a 
number of financial institutions. He has, for the past 
decade, served as Head of Compliance for Capital Mill 
OÜ, the commercial real estate investor and manager. 
Prior to this, Andrea held the position of Vice-President 
at Banque Profil de Gestion, the independent bank 
whose primary services are private and investment 
banking. Banque Profil de Gestion merged with One 
Swiss Bank SA in June 2021 and is listed on the SIX Swiss 
Exchange (SIX:ONE). His appointment to the Board as 
an independent non-executive director of the Company 
brings to the team a wealth of corporate governance, 
compliance and financial services experience. Andrea 
has a Master’s in Accounting and Finance from the 
University of St. Gallen, Switzerland.

Andrea Nastaj is a member of the Company’s Audit and 
Remuneration Committees.

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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 fifth such formal evaluation for the year ended 
December 2022 took place in February 2023. The 
previous such evaluation had been for the year 
ended December 2021, which started in January 2022 
and concluded in February 2022. Compared to the 
previous year, the responses to the various evaluation 
questionnaires 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 2023.

minor updates. 

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

•  Governance structure – Is the Board’s Committee 
  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. 

•  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.

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.

•  Board reporting – How comprehensive, accurate, easy 

to understand, timely and appropriate is the 
information received by Board members. 

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). 

TMT’s Board effectiveness questionnaire content 
had been updated in 2021 in light of the QCA’s 
“Board Performance Review Guide” published by the 
QCA in 2021, and as detailed in TMT’s 2021 Annual 
Report (Board effectiveness review). TMT therefore 
continued to make use of the same board effectiveness 
questionnaire to conduct its 2022 evaluation, with some 

•  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 

leader of the Board. 

•  Performance evaluation – Are the Board members 
  continually improving as a group and as individuals. 

•  Succession planning for Board members – How 
  robust is succession planning.

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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. 

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. 

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

•  Personal accountability for promoting the success of 

the Company

Remuneration Committee effectiveness

•  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.

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 
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 2020.

Nomination Committee effectiveness

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 2022 of its procedures, performance, constitution and 
terms of reference, which concluded it was operating 
effectively.

Individual effectiveness

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PRINCIPLE 8

Promote a corporate culture that is 
based on ethical values and behaviours

PRINCIPLE 9

Maintain governance structures and processes 
that are fit for purpose and support good 
decision-making by the board 

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.

In 2021, TMT started formalising its ESG Policy under 
the guiding principles that it be relevant, realistic and 
accountable, and finalised it as published in its Interim 
Results 2022. Starting with 2022 and going forward, 
TMT will also be providing an annual update on ESG 
developments in TMT’s portfolio.

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.

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. 

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Yuri Mostovoy, as Chairman, is responsible for leading an 
effective Board, fostering a good corporate governance 
culture and ensuring appropriate strategic focus and 
direction. 

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 should meet at least twice a year 
and currently comprises James Mullins and Andrea Nastaj 
being non-executive members of the Board, with James 
Mullins appointed as chairman. The Audit Committee 
reviews its terms of reference annually. 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 changes in 
  accounting policies and practices, major judgemental 
  areas, significant audit adjustments, going concern and 
  compliance with accounting standards, AIM and legal 
  requirements;

•  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 Andrea Nastaj, 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.

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Nomination Committee 

Share dealings

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.

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.

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 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.

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PRINCIPLE 10

Communicate how the company is governed 
and is performing by maintaininga 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 Andrea 
Nastaj. 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 in March 2022 
to approve the 2021 Annual Report & Accounts. The 
aforementioned Audit Committee meeting was attended 
by James Mullin (Chairman) and Petr Lanin (Non-executive 
director and Audit Committee member at the time)

Remuneration committee report

The Company has established a remuneration 
committee, which comprises James Mullins (Chairman) 
and Andrea Nastaj. The remuneration committee 
met once in April 2022 to discuss and approve the 
allocation of the 2021 bonus pool. The aforementioned 
Remuneration Committee meeting was attended by 
James Mullin (Chairman) and Petr Lanin (Non-executive 
director and Remuneration Committee member at the 
time).

Nomination committee report

The Company has established a nomination committee, 
which comprises James Mullins (Chairman) and Alexander 
Selegenev. The nomination committee met once in May 
2022 to discuss and approve the appointment of Andrea 
Nastaj as Non-executive director.

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.

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

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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 other desired objectives.

ESG evaluation can be carried out in a number of different ways. Among other factors, its effectiveness will 
depend on the questions being addressed, the principles being applied and the quality of data available. Indeed, 
at times the prioritising of some principles can have a negative impact on others, given the asymmetric nature of 
benefits that can sometimes arise. An example is when alleviation of poverty in the short term comes at a higher 
environmental cost. 

The social and economic fallout from the COVID-19 pandemic served to put the ESG agenda into sharper relief 
and has accelerated the intensity of focus. As an investing company, TMT has been monitoring ESG issues 
and taking them into account before they began to enter the mainstream investment agenda. TMT started to 
formalise its approach to ESG in its initial ESG Policy announced in its 2021 Annual Report. 

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 investing 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 3 guiding ESG 
principles for portfolio 
companies: relevant, 
realistic and accountable

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

TMT’s approach

TMT’s ESG policy is based on a 3-step approach:

Step 1: Filter out by Exclusion list

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.

•  Is the investee addressing ESG where it can make 
the greatest impact in terms of its business model?

3)  Activities that compromise endangered or 

protected wildlife.

•  Has the investee undertaken an ESG materiality 
assessment and, if so, how has this informed its 
ESG framework?

4)  Production or sale of hazardous chemicals, 

pesticides and waste.

5)  Manufacture, distribution or sale of arms or 

•  Have ESG red flags, as well as opportunities, been 

ammunitions.

identified?

Realistic

6)  Manufacture of, or trade in, tobacco or drugs.

7)  Manufacture or sale of pornography.

•  Is the investee developing an ESG roadmap as part 

of its business plan?

8)  Trade in human body parts or organs.

•  Are the investee’s ESG objectives achievable and 
proportionate in view of its current resources?

9)  Animal testing other than for the satisfaction of 

medical regulatory requirements.

•  What resources does the investee need to consider 

10)  Production or other trade related to unbonded 

in order to progress its ESG roadmap?

asbestos fibres. 

Accountable 

Step 2: Assess level of ESG Engagement

•  How is the investee evaluating its ESG activities and 

engagement?

Step 2 focuses on assessing how the proposed 
portfolio company incorporates ESG in its business 
model and company culture.

•  Is the investee conducting ESG benchmarking 

against its peers?

•  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 on TMT’s 

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principles of being relevant, realistic and accountable, 
feeding the results into a 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, TMT requires 
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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ESG developments

in TMT’s portfolio

As the understanding and application of ESG evolves 
over time, an increasing number of companies 
globally are focusing or seeking to incorporate ESG 
frameworks within their business models. TMT 
recognizes that a sound application of ESG objectives 
can help companies create a distinct offering that 
meets evolving customer requirements and makes for 
a stronger business model. 

TMT therefore takes into account an investee’s 
approach to ESG when reviewing investment 
opportunities alongside TMT’s main investment 
criteria, the latter being as follows:

•   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

We classify TMTs’ portfolio companies according 
to their intensity of focus on ESG as part of their 
business model. To do this we review their stated 
level of engagement with the United Nations Social & 
Development Goal (UN SDGs).

good progress in developing their business models 
and revenues. This gives us confidence that their 
ESG focus is leading to a distinct offering that meets 
market demand and strengthens their business 
model.

Timbeter, a SaaS solution for quick and accurate 
timber measurement and data management, which 
is making the forestry industry more sustainable, 
profitable and efficient www.timbeter.com); SDG 13 & 
15

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 (www.eagronom.
com); SDG 13 & 15

Mobilo, an eco-friendly solution allowing users to 
digitally share contact details instead of using paper/
plastic business cards and turn meetings into leads 
(www.mobilocard.com); SDG 12 & 13

FemTechLab, Europe’s first tech accelerator focused 
on female founders (www.femtechlab.com); SDG 5

Go-x, US-based electric scooter hiring company 
(https://goxapp.com); SDG 11 & 13

Laundryheap, a professional laundry and dry cleaning 
company (https://www.laundryheap.co.uk); SDG 12 & 
13

3S Money Club, an international payments service 
(https://3s.money); SDG 8 & 10

ESG-focused: Companies whose business objectives 
focus on one or more of the UN SDGs

ESG-partial companies in TMT’s portfolio

ESG-partial: Companies that address one or more of 
the UN SDGs in the way they conduct their business

Non-ESG: Companies that do not focus or explicitly 
address one or more of the UN SDGs in the way they 
conduct their business

ESG-focused companies in TMT’s portfolio

At present, there are seven companies in TMT’s 
portfolio whose business objectives focus on one or 
more of the UN SDGs. During 2022 all of them made 

At present, there are eight companies in TMT’s 
portfolio that address one or more of the UN SDGs 
in the way they conduct their business. These are 
VertoFX, 3D Look, Bolt, Feel, Metrospeedy, Moeco, 
Muncher and My Device Inc., trading as Whizz.

We continue to monitor developments in ESG 
initiatives among TMT’s portfolio companies in order 
to better evaluate their ongoing contribution to 
investees’ overall business models.

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Directors’ Report

For the year ended 31 December 2022

The Directors present their report and audited 
financial statements of the Company for the year 
ended 31 December 2022..

Further information on the Company’s results 
and financial position is included in the financial 
statements.

Principal activity and review of the business

The board has decided that it will not recommend a 
final dividend (2021: nil)

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

The loss for the year amounted to US$81,393,833 
(2021: profit of US$86,711,815), which includes a loss 
on changes in fair value of financial assets at Fair Value 
through profit and loss (“FVPL”) of US$79,638,928 
(2021: profit of US$98,741,409).

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

There were 6 Board meetings held in 2022. One 
meeting of the Audit Committee, one meeting of 
the Remuneration Committee and one meeting of 
the Nomination Committee were held in 2022. The 
number of meetings attended by the Directors is set 
out below.

Director

Board  

meetings

Audit Committee  

Remuneration 

Nomination  

meetings

Committee Meetings

Committee Meetings

Yuri Mostovoy

Alexander Selegenev

Petr Lanin

Andrea Nastaj

James Mullins

Total meetings

6

5

1

3

6

6

-

-

1

1

1

-

-

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 2022 and the date 
of this report, the Company’s issued share capital 
consisted of 31,451,538 ordinary shares of no par 
value each in the Company.

The Directors are aware of the following shareholdings 
of 3% or more of the issued share capital of the 
Company as of 27 March 2023.

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Directors’ Report continued

Shareholders

Number of ordinary shares

% of issued ordinary 

share capital

Macmillan Trading Company Limited

Wissey Trade & Invest Ltd

Ramify Consulting Corp

Zaur Ganiev

Canaccord Genuity Group Inc

Merit Systems Inc.

Menostar Holdings Limited 

Eclectic Capital Limited

Others

Total

Concert Party

7,076,058 

5,000,000 

4,728,576 

2,443,810 

2,154,939

2,054,865 

1,734,458 

1,355,806 

22.50%

15.90%

15.03%

7.77%

6.85%

6.53%

5.51%

4.31%

4,903,026 

15.59%

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 

7,076,058

22.50%

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

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5,000,000

4,728,576

2,054,865

1,355,806

1,734,458

727,156

380,877

363,578

363,578

138,938

138,938

15.90%

15.03%

6.53%

4.31%

5.51%

2.31%

1.21%

1.16%

1.16%

0.44%

0.44%

24,062,828

76.51%

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 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:

7,497,458

5,000,000

3,694,092

3,326,702

1,355,806

1,734,458

727,156

363,578

363,578

23.84%

15.90%

11.75%

10.58%

4.31%

5.51%

2.31%

1.16%

1.16%

24,062,828

76.51%

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. 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

Andrea Nastaj

Independent Non-Executive Director  

(resigned on 23 May 2022)

Independent Non-Executive Director  

(appointed on 23 May 2022)

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Directors’ Report continued

The Directors’ fees for 2022 and 2021 were as follows:

Director

Yuri Mostovoy

Alexander Selegenev

James Joseph Mullins

Petr Lanin

Andrea Nastaj

2022

2021

US$55,000

US$55,000

US$110,000

US$110,000

US$27,081

US$30,259

US$9,347

US$11,000

US$10,738

--

Subsequent events post the period end

In January and March 2023, TMT received a total additional US$1.6 million dividend from Hugo, as part of the 
consideration for Hugo’s disposal of its food delivery and quick commerce business in Central America to 
Delivery Hero.

In February 2023, TMT invested an additional US$0.1 million in Cyberwrite, an AI cyber insurance platform 
providing cybersecurity insights and risk quantification for businesses worldwide (www.cyberwrite.com).

In February 2023, TMT invested an additional £45,861 in FemTech, a London-based technology accelerator 
focused on female founders (www.femtechlab.com). 

In February 2023, TMT received US$0.3 million from Backblaze, Inc., as a settlement payment in respect of TMT’s 
additional investment in Backblaze in 2021.

In March 2023, Silicon Valley Bank (“SVB”), a key banking partner of TMT and many of its investee companies, 
experienced liquidity issues.  As a result of the various measures implemented by the USA’s Federal Deposit 
Insurance Corporation and Federal Reserve, the Company expects to retain access to all its funds held at SVB 
and that therefore the developments regarding SVB are not expected to have any material impact on the 
financial position of TMT or any of its portfolio companies.

Statement of Directors’ responsibilities in respect of the annual report and the financial statements

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;

•  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.

Going concern

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 are responsible for preparing the Annual Report and Accounts in accordance with applicable 
law and UK-adopted International Financial Reporting Standards (“IFRSs”). 

•  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. 

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.

On behalf of the Board of Directors

Alexander Selegenev 
Executive Director 
27 March 2023

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Independent 
Auditor’s Report

To the shareholders of TMT Investments Plc for the year ended 31 December 2022

Opinion

Conclusions relating to going concern

We have audited the financial statements of TMT 
Investments PLC (the ‘Company’) for the year ended 
31 December 2022 which comprise the statement 
of comprehensive income, statement of financial 
position, statement of cash flows, statement 
of changes in equity, and notes to the financial 
statements, including a summary of significant 
accounting policies. The financial reporting framework 
that has been applied in their preparation of the 
financial statements is UK adopted international 
accounting standards, as applied in accordance with 
the provisions of the Companies (Jersey) Law 1991.

In our opinion, the financial statements:

•  give a true and fair view of the state of the 

Company’s affairs as at 31 December 2022 and of 
the Company’s loss for the year then ended; and

•  have been properly prepared in accordance with 
UK adopted international accounting standards; 
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.

In auditing the financial statements, we have 
concluded that the Directors’ use of the going 
concern basis of accounting in the preparation of the 
financial statements is appropriate. Our evaluation 
of the Directors’ assessment of the Company’s ability 
to continue to adopt the going concern basis of 
accounting included:

•  Analysing the financial performance and financial 

strength of the business based on recently audited 
annual results; and

•  Assessment of the liquidity of the business, 

including analysis of the quantum of investments 
that are readily realisable for cash; and

•  Evaluating the on-going liabilities profile of the 
business not including performance-based 
expenses such as bonus fees; and

•  Analysis of the share price over the past 12 

months to ensure there have been no significant 
movements that suggest the Company’s reputation 
in the marketplace presents a material threat to 
going concern; and

•  Review of events and transactions subsequent 

to the balance sheet date that present a material 
threat to going concern.

Based on the work we have performed, we have 
not identified any material uncertainties relating to 
events or conditions that, individually or collectively, 
may cast significant doubt on the Company’s ability 
to continue as a going concern for a period of at least 
twelve months from when the financial statements are 
authorised for issue.

Our responsibilities and the responsibilities of the 
Directors with respect to going concern are described 
in the relevant sections of this report.

Our application of materiality

We apply the concept of materiality both in planning 
and performing our audit, and in evaluating the 
effect of misstatements. We consider materiality to 
be the magnitude by which misstatements, including 
omissions, could influence the economic decisions of 
reasonable users that are taken on the basis of the 
financial statements.

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.

In order to reduce to an appropriately low level the 
probability that any misstatements exceed materiality, 
we use a lower materiality level, performance 

Based on our professional judgement, we determined 
materiality for the financial statements as a whole and 
performance materiality as follows:

Materiality Measure

2022

2021 (based on 2022 approach)

Materiality

$4,034,679

$5,662,500

Basis for determining 

materiality

Rationale for benchmark 

applied

2% of net assets

2% of net assets

The Company’s principal activity of that 
of venture capital investment, as such 

The Company’s principal activity of that  
of venture capital investment, as such 

business performance is driven by the 

business performance is driven by the 

underlying value of investment assets held 

underlying value of investment assets held  

by the Company.

Performance materiality 

$2,824,275

by the Company.

$3,963,750

Basis for determining 

performance materiality  

Rationale for benchmark 

applied

70% of materiality

70% of materiality

Given the judgemental nature of the valuation 

Given the judgemental nature of the valuation 

of investments as well as the Company’s AIM-

of investments as well as the Company’s AIM-

listed status a performance materiality has 

listed status a performance materiality has 

been applied reflecting that this is a higher 

been applied reflecting that this is a higher 

risk engagement.

risk engagement.

We reported all audit differences found in excess of 
our triviality threshold of $201,734 ($283,125) to the 
directors and the management board.

As part of designing our audit, we determined 
materiality and assessed the risks of material 
misstatement in the financial statements. In 
particular, we looked at where the directors made 
subjective judgements, for example in respect of 
significant accounting estimates that involved making 
assumptions and considering future events that are 
inherently uncertain. As in all of our audits we also 
addressed the risk of management override of internal 
controls, including evaluating whether there was 
evidence of bias by the directors that represented a 
risk of material misstatement due to fraud.

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, 

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75

 
 
 
 
 
 
 
 
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 by our audit.

Valuation of investments US$195,260,535 (2021: US$265,454,136)

Significance and nature of key risk

How our audit addressed the key risk

The Company’s investment strategy targets 
early stage/start-up businesses. To this 
end valuations of individual investments 
can be highly subjective, especially in the 
case of valuations linked to earnings-based 
multiples.

Given the inherent uncertainty as well as 
the highly material nature of the balance 
in the statement of financial position this is 
considered to be a key risk area.

Furthermore, as investments are carried 
at fair value through the profit or loss in 
the financial statements investment gains 
and losses in the year also drive underlying 
business performance.

The Company’s investments accounting 
policy is outlined in note 2.6 of these 
financial statements.

We reviewed the investments portfolio and selected a sample 
of individual investments to review in detail. The selection 
basis for these investments was based on their relative value 
in the statement of financial position as well as investments 
that applied valuation methodologies that involved increased 
inherent uncertainty. This sample covered 96% of the total stated 
investments in the financial statements.

We confirmed the ownership percentage of each investment to 
appropriate signed documentation. Where investments are valued 
based on cost we have also vouched the initial cost of purchase to 
these documents as well.

For equity-based valuations we have obtained the source 
documentation determining the fair value per share and assessed 
this for reasonableness of assumptions made.

For earnings-based multiples we have obtained the valuation 
calculations and considered reasonableness of assumptions made, 
including the multiple applied.

For listed market investments we have independently recalculated 
the value of the Company’s shareholding based on the market price 
as at 31 December 2022.

In the case of all investments we considered potential impairment 
indicators that might suggest a material overstatement of the 
investment value.

With respect to valuation methodologies subject to increased 
estimation uncertainty our specialist valuations team considered 
the reasonableness of the assumptions used.

Key observations communicated to the Audit Committee

While there is inherent uncertainty in the valuation of many of the Company’s investments, due to the very 
nature of the companies invested in, we have no material concerns over the appropriateness of the valuation 
methodologies applied, including individual assumptions made, with respect to investments reviewed as part 
of the statutory audit.

Our audit procedures were designed to respond 
to risks of material misstatement in the financial 
statements, recognising that 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, misrepresentations or through collusion. 
There are inherent limitations in the audit procedures 
performed and the further removed noncompliance 
with laws and regulations is from the events and 
transactions reflected in the financial statements, the 
less likely we are to become aware of it.

Other information

The directors are responsible for the other 
information. The other information comprises the 
information included in the annual report, other 
than the financial statements and our auditor report 
thereon. Our opinion on the financial statements 
does not cover the other information and, except to 
the extent otherwise explicitly stated in our report, 
we do not express any form of assurance conclusion 
thereon.

In connection with our audit of the financial 
statements, our responsibility is to read the other 
information and, in doing so, consider whether the 
other information is materially inconsistent with the 
financial statements or our knowledge obtained in the 
audit or otherwise appears to be materially misstated. 
If we identify such material inconsistencies or 
apparent material misstatements, we are required to 
determine whether there is a material misstatement 
in the financial statements or a material misstatement 
of the other information. If, based on the work we 
have performed, we conclude that there is a material 
misstatement of this other information, we are 
required to report that fact.  We have nothing to 
report in this regard.

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

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 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. 

Capability of the audit in detecting irregularities,  
including fraud

Based on our understanding of the company and 
industry, and through discussion with the directors 
and other management (as required by auditing 
standards), we identified that the principal risks of 
non-compliance with laws and regulations related 
to anti-bribery. We considered the extent to which 
non-compliance might have a material effect on the 
financial statements. We also considered those laws 
and regulations that have a direct impact on the 
preparation of the financial statements such as the 
Companies (Jersey) Law 1991. We communicated 
identified laws and regulations throughout our 
team and remained alert to any indications of non-
compliance throughout the audit. We evaluated 
management’s incentives and opportunities for 
fraudulent manipulation of the financial statements 

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We communicate with those charged with governance 
regarding, among other matters, the planned scope 
and timing of the audit and significant audit findings, 
including any significant deficiencies in internal control 
that we identify during our audit.

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.

Anne Dwyer BSc(Hons) FCA (Senior Statutory Auditor)

For and on behalf of  
Kreston Reeves LLP 
Chartered Accountants 
Statutory Auditor 
London 
Date:

(including the risk of override of controls), and 
determined that the principal risks were related 
to management bias in accounting estimates and 
judgemental areas of the financial statements such 
as the valuation of investments. Audit procedures 
performed by the engagement team included:

of instances of non-compliance.

As part of an audit in accordance with ISAs (UK), 
we exercise professional judgment and maintain 
professional scepticism throughout the audit. We also:

•  Discussions with management and assessment of 
known or suspected instances of non-compliance 
with laws and regulations and fraud, and review of 
the reports made by management; and

•  Assessment of identified fraud risk factors; and

•  Identifying and assessing the design effectiveness 

of controls that management has in place to 
prevent and detect fraud; and

•  Review of the integrity of banking records; and

•  Challenging assumptions and judgements made by 
management in its significant accounting estimates; 
and

•  Performing analytical procedures to identify any 
unusual or unexpected relationships, including 
related party transactions, that may indicate risks of 
material misstatement due to fraud; and

•  Confirmation of related parties with management, 
and review of transactions throughout the period 
to identify any previously undisclosed transactions 
with related parties outside the normal course of 
business; and

•  Reading minutes of meetings of those charged with 
governance, reviewing internal audit reports and 
reviewing correspondence with relevant tax and 
regulatory authorities; and

•  Review of the valuation methodology and 

associated assumptions for investments held; and 

•  Review of significant and unusual transactions and 
evaluation of the underlying financial rationale 
supporting the transactions; and

•  Use of data analytics in identifying and testing 

journal entries, in particular any manual entries 
made at the year end for financial statement 
preparation.

•  Identify and assess the risks of material 

misstatement of the financial statements, whether 
due to fraud or error, design and perform audit 
procedures responsive to those risks, and obtain 
audit evidence that is sufficient and appropriate 
to provide a basis for our opinion. The risk of not 
detecting a material misstatement resulting from 
fraud is higher than for one resulting from error, 
as fraud may involve collusion, forgery, intentional 
omissions, misrepresentations, or the override of 
internal control.

•  Obtain an understanding of internal control 
relevant to the audit in order to design audit 
procedures that are appropriate in the 
circumstances, but not for the purpose of 
expressing an opinion on the effectiveness of the 
Company’s internal control.

•  Evaluate the appropriateness of accounting policies 

used and the reasonableness of accounting 
estimates and related disclosures made by the 
directors.

•  Conclude on the appropriateness of the directors’ 
use of the going concern basis of accounting and, 
based on the audit evidence obtained, whether 
a material uncertainty exists related to events or 
conditions that may cast significant doubt on the 
Company’s ability to continue as a going concern. 
If we conclude that a material uncertainty exists, 
we are required to draw attention in our auditor’s 
report to the related disclosures in the financial 
statements or, if such disclosures are inadequate, 
to modify our opinion. Our conclusions are based 
on the audit evidence obtained up to the date of 
our auditor’s report. However, future events or 
conditions may cause the Company to cease to 
continue as a going concern.

•  Evaluate the overall presentation, structure and 

content of the financial statements, including the 
disclosures, and whether the financial statements 
represent the underlying transactions and events in 
a manner that achieves fair presentation.

Because of the inherent limitations of an audit, 
there is a risk that we will not detect all irregularities, 
including those leading to a material misstatement 
in the financial statements or non-compliance 
with regulation. This risk increases the more that 
compliance with a law or regulation is removed from 
the events and transactions reflected in the financial 
statements, as we will be less likely to become aware 

•  Obtain sufficient appropriate audit evidence 

regarding the financial information of the entities 
or business activities within the Company to 
express an opinion on the consolidated financial 
statements. We are responsible for the direction, 
supervision and performance of the Company 
audit. We remain solely responsible for our audit 
opinion.

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Financial 
Statements

STATEMENT OF FINANCIAL POSITION 

At 31 December 

At 31 December 

2022

USD

2021

USD

Notes

Non-current assets

Financial assets at FVPL

10

195,260,535

265,454,136

STATEMENT OF COMPREHENSIVE INCOME 

Total non-current assets

195,260,535

265,454,136

(Losses)/Gains on investments

Dividend income

Total investment (loss)/income

Expenses

Bonus scheme payment charge

Underpaid previous years’ bonuses

Administrative expenses

Operating (loss)/ gain

Net finance income

Currency exchange loss

(Loss)/Gain before taxation

Taxation

3

6

6

5

7

8

For the year ended 
31/12/2022

For the year ended 
31/12/2021

Current assets

Notes

USD

USD

Trade and other receivables

(79,864,874)

98,741,409

Cash and cash equivalents

11

12

1,382,811

2,050,649

10,102,683

25,527,801

105,844

48,333

Total current assets

11,485,494

27,578,450

(79,759,030)

98,789,742

Total assets

206,746,029

293,032,586

-

-

(9,676,043)

(372,556)

Current liabilities

Trade and other payables

13

5,012,099

9,904,823

(1,443,395)

(1,924,650)

Total current liabilities

5,012,099

9,904,823

(81,202,425)

86,816,493

9,729

-

Total liabilities

5,012,099

9,904,823

(201,137)

(104,678)

(81,393,833)

86,711,815

Net assets

201,733,930

283,127,763

-

-

(Loss)/Gain attributable to equity shareholders

(81,393,833)

86,711,815

Equity

Total comprehensive (loss)/income for the year  

(81,393,833)

86,711,815

(Loss)/Gain per share

Basic and diluted (loss)/gain per share (cents per share)

9

(258.78)

291.58

Share capital

Retained profit

Total equity

14

53,283,415

53,283,415

148,450,515

229,844,348

201,733,930

283,127,763

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STATEMENT OF CASH FLOWS

STATEMENT OF CHANGES IN EQUITY

Operating activities

Operating (loss)/gain

Adjustments for non-cash items:

For the year 
ended 31/12/2022

For the year 
ended 31/12/2021

Notes

USD

USD

For the year ended 31 December 2021 and for the year ended 31 December 2022, USD 

Share capital

Retained profit

Note

USD

USD

Total

USD

Balance at 31 December 2020

34,790,174

143,132,533

177,922,707

(81,202,425)

86,816,493

Gain for the year

Total comprehensive income 
for the year

-

-

86,711,815

86,711,815

86,711,815

86,711,815

Changes in fair value of financial assets at FVPL

3

79,638,928

(98,600,052)

Currency exchange loss

Impairment of receivables

Changes in working capital:

Decrease/(Increase) in trade and other receivables

Decrease in trade and other payables

Net cash used in operating activities

Investing activities

Purchase of financial assets at FVPL

Proceeds from sale/disposal of financial assets at FVPL

Interest received

11

13

10

10

7

(201,137)

(104,678)

249,060

-

Issue of shares

18,493,241

-

18,493,241

(1,515,574)

(11,888,237)

Balance at 31 December 2021

53,283,415

229,844,348

283,127,763

418,778

(1,562,811)

(4,892,724)

7,275,871

Loss for the period

Total comprehensive  
loss for the year

-

-

(81,393,833)

(81,393,833)

(81,393,833)

(81,393,833)

(5,989,520)

(6,175,177)

Balance at 31 December 2022

53,283,415

148,450,515

201,733,390

(9,608,593)

(40,540,924)

163,266

18,489,994

9,729

-

The financial statements were approved by the Board of Directors on 27 March 2023 and were signed on its  
behalf by:

Alexander Selegenev 
Executive Director

Net cash used in investing activities

(9,435,598)

(22,050,930)

Financing activities

Proceeds from issue of shares

Net cash from financing activities

-

-

14,749,620

14,749,620

Decrease in cash and cash equivalents

(15,425,118)

(13,476,487)

Cash and cash equivalents at the beginning of the year

25,527,801

39,004,288

Cash and cash equivalents at the end of the year

12

10,102,683

25,527,801

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Notes to  
the Financial 
Statements

For the year ended 31 December 2022

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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 10 
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 seeks to make investments in any region of the world. 
The Company invests in high-growth technology companies globally 
across a number of core specialist sectors.  The Company’s objective is 
to generate an attractive rate of return for shareholders, predominantly 
through capital appreciation.

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

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. We consider this entity to be highly immaterial to the 
Company’s financial statements.

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85

 
 
 
 
 
 
 
 
 
 
 
 
2.2 GOING CONCERN

The Directors confirm that, after giving due consideration to the financial 
position and expected cash flows of the Company and due to availability of 
highly liquid investments readily realisable for cash should this be needed; 
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.

2.3 SEGMENTAL REPORTING 

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.  Foreign currency 
monetary items are translated using the closing rate (i.e. mid-market price 
investments).

Non-monetary items that are measured at fair value in a foreign currency 
are translated using the exchange rates at the date when the fair value was 
measured. (i.e. comparable company analysis and cost-based investments 
as these are effectively re-fair valued at each year-end). 

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 
31/12/2022

Average rate, 
2022

British pounds, £

Euro, €

1.2039

1.0676

1.2367

1.0537

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86

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 
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 did 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

All financial investments of the Company are measured at fair value 
through profit or loss and are subject to a fair value revaluation at year end 
date.

The Company manages its investments with a view of 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 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.

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87

 
 
 
 
 
 
 
 
 
 
 
 
 
 
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. 

Level 3: If one or more of the significant inputs is not based on observable 
market data, the instrument is included in level 3. 

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.

Transfers between levels of the fair value hierarchy, for the purpose of 
preparing these financial statements, are deemed to have occurred at the 
beginning of the reporting period. 

2.7 NET FINANCE INCOME 

Net finance income comprises interest income on deposits.  Interest 
income is recognised as it accrues in the statement of comprehensive 
income, using the effective interest method.

Where an active market is established for an investment it is classified to 
level 1 with a mid-market price valuation methodology applied. Where 
observable market data becomes available for an investment, including 
for comparable companies within an active market, it is classified to level 
2 with comparable company analysis used as the valuation methodology. 
The investment otherwise remains classified to level 3, with the cost of 
investment or price of recent investment valuation methodology applied.

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 

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88

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 
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 expenses 
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.

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89

 
 
 
 
 
 
 
 
 
 
 
 
 
2.10 NEW IFRSS AND 
INTERPRETATIONS 

The following standards and amendments became effective from 1 January 
2022, but did not have any impact on the Company:

2.12 ACCOUNTING ESTIMATES 
AND JUDGEMENTS

•  Amendments to IAS 16 “Property, Plant and Equipment”

•  Amendments to IAS 37 “Provisions, Contingent Liabilities and Contingent 
  Asserts”

•  Amendments to IFRS 3 “Business Combination”.

2.11 FUTURE IFRS CHANGES

The following table summarises changes to IFRS adoption which is 
mandatory for periods beginning in 2023 and beyond:

Standard

Effective date

Overview

IFRS 17 Insurance Contracts

1 January 2023 (early 
adoption permitted)

IFRS 17 will replace IFRS 4 Insurance 
Contracts, a temporary standard which 
permits a variety of accounting practices for 
insurance contracts.

Many insurance entities will now be applying 
both IFRS 17 and IFRS 9 for the first time in 
annual reporting periods beginning on or 
after 1 January 2023.

1 January 2023 (early 
adoption permitted))

1 January 2023 (early 
adoption permitted)

The standard has been amended to clarify 
that the classification of liabilities as current 
or non-current should be based on rights that 
exist at the end of the reporting period.

Amendments to IFRS 17 – Initial 
Application of IFRS 17 & IFRS 

Comparative Information

Amendments to IAS 1 - 
Presentation of Financial 
Statements 

Classification of Liabilities as 
Current or Non-current

Amendments to IAS 1 and IFRS 
Practice Statement 2 – Making 
Materiality Judgements 

1 January 2023 (early 
adoption permitted)

Disclosure of Accounting Policies

Amendments to IAS 12 – Income 
Taxes 

Deferred Tax related to Assets 
and Liabilities arising from a 
Single Transaction

Amendments to IAS 8 – 
Accounting Policies, Changes in 
Accounting Estimates and Errors 

Definition of Accounting 
Estimates

1 January 2023 (early 
adoption permitted)

1 January 2023 (early 
adoption permitted)

The amendments to IAS 1 will require an 
entity to disclose material accounting policies. 

Accounting policy information is likely to 
be considered material if users need the 
disclosure to understand other material 
information in the accounts.

The amendment to IAS 12 Income Taxes 
introduces an exception to the “initial 
recognition exemption” when the transaction 
gives rise to equal taxable and deductible 
temporary differences.

The amendments introduce a definition for 
accounting estimates which is ‘monetary 
amounts in financial statements that are 
subject to measurement uncertainty’. 
Measurement uncertainty will arise when 
monetary amounts required to apply an 
accounting policy cannot be observed directly. 
In such cases, accounting estimates will 
need to be developed using judgements and 
assumptions.

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90

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.  

As summarised in note 10 the Company has investments held at year-end 
of US$87,192,406 (2021: US$6,590,954) classified as level 2 in the fair value 
hierarchy, valued on a comparable company analysis basis. The Company 
has a further US$85,075,197 (2021: US$195,716,742) classified as level 3, 
valued at cost or price of recent investment (less any currency exchange-
related impairment charges). Generally, when impairments are used in the 
comparable company valuation methodology, impairments are allocated 
on a 50%-66% basis when management determine that there is increased 
uncertainty over the investee’s business prospects and/or exit strategy, 
or a 100% basis when management determine that it is unlikely that a 
successful exit outcome could be achieved. Readers of these financial 
statements should consider the inherent uncertainty principle involved 
when considering these investment valuations.

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91

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
3. Gains (Losses) on investments

Gross interest income from convertible 
notes receivable

Net interest income from 
convertible notes receivable

(Losses)/Gains on changes in fair value 
of financial assets at FVPL

Impairment of receivables

Other (losses)/gains on investment

For the year ended  
31/12/2022  
USD

For the year ended 

 31/12/2021  
USD

40,012

40,012

41,290

41,290

(79,638,928)

98,600,052

(249,060)

(16,898)

-

100,067

Total (loss)/gain on investments

(79,864,874)

98,741,409

During the year ended 31 December 2022, impairment losses related to receivables for previously disposed 
investments of US$249,060 were recognised (2021: none).

4. Segmental analysis 

GEOGRAPHIC INFORMATION

The Company has investments in the following geographic areas: the USA, Estonia, the United Kingdom, Portugal, 
BVI, Cyprus and the Cayman Islands.

Non-current financial assets

As at 
31/12/2022

Equity 
investments

Convertible 
notes & SAFEs

Cayman 
Islands

BVI

Estonia

Cyprus

Kingdom Portugal

United 

USD

USD

USD

USD

USD

USD

USA

USD

Total

USD

66,393,603

-

3,255,052

71,759,682

330,000

30,481,358

-

172,219,695

14,800,030

1,030,000

-

1,628,090

4,100,000

601,950

880,770

23,040,840

 Total

81,193,633

1,030,000

3,255,052

73,387,772

4,430,000

31,083,308

880,770

195,260,535

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Cayman 
Islands

USD

USA

USD

BVI

USD

United 

Estonia

Cyprus

Kingdom Portugal

USD

USD

USD

USD

Total

USD

As at 
31/12/2021

Equity 
investments

Convertible 
notes & SAFEs

112,296,648

-

3,756,540

106,437,128

1,000,000

20,017,105

14,620,030

1,030,000

-

1,332,985

3,600,000

1,363,700

 Total

126,916,678

1,030,000

3,756,540 107,770,113

4,600,000 21,380,805

5. Administrative expenses

Administrative expenses include the following amounts:

-

-

-

243,507,421

21,946,715

265,454,136

Staff expenses (note 6)

Professional fees

Legal fees

Bank and LSE charges

Audit and accounting fees

Bank and LSE charges

Other expenses

For the year ended 
31/12/2022  
USD

For the year ended  
31/12/2021  
USD

825,366

326,651

82,941

15,069

59,577

17,480

116,311

1,443,395

805,459

502,124

393,682

31,434

38,183

16,220

137,548

1,924,650

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93

 
 
 
 
 
 
 
 
 
 
 
 
6. Staff expenses 

7. Net finance income

Directors’ fees

Wages and salaries

For the year ended 
31/12/2022

For the year ended  
31/12/2021

USD

212,166

613,200

825,366

USD

206,259

599,200

805,459

Interest income

For the year ended 
31/12/2022  
USD

For the year ended  
31/12/2021  
USD

9,729

9,729

-

-

Wages and salaries shown above include fees and salaries relating to the year ended 31 December 2022.

8. Income tax expense

The Directors’ fees for 2022 were as follows:

For the year ended 
31/12/2022  
USD

For the year ended  
31/12/2021  
USD

The Company is incorporated in Jersey. No tax reconciliation note has been 
presented as the income tax rate for Jersey companies is 0%.

Alexander Selegenev

Yuri Mostovoy

James Joseph Mullins

Petr Lanin

Andrea Nastaj

110,000

55,000

27,081

9,347

10,738

212,166

110,000

55,000

30,259

11,000

-

206,259

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 (2021: 7).

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 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. As the 
Company’s adjusted NAV decreased in 2022, no bonus was accrued and 
expected to be accrued for the year ended 31 December 2022.

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9. (Loss)/Gain per share

The calculation of basic gain per share is based upon the net losses for the 
year ended 31 December 2022 attributable to the ordinary shareholders 
of US$81,393,833 (2021: net gain of US$86,711,815) and the weighted 
average number of ordinary shares outstanding calculated as follows:

Gain per share

Basic (loss)/gain per share  
(cents per share)

(Loss)/Gain attributable to equity 
holders of the entity  

For the year ended 
31/12/2022

For the year ended  
31/12/2021

(258.78)

291.58

(81,393,833)

86,711,815

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 
31/12/2022

For the year ended 31/12/2021

31,451,538

31,451,538

31,451,538

31,451,538

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2
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10. Non-current financial assets

Reconciliation of fair value measurements of non-current financial assets:

Investments held at fair value through 
profit and loss

- listed and 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 (losses)/gains

Closing valuation

Movement in unrealised gains/ (losses)

Opening accumulated unrealised gains

Unrealised (losses)/ gains

Transfer of previously unrealised gains to 
realised reserve on disposal of Investments

At 31 December 2022 
USD

At 31 December 2021 
USD

172,219,695

4,830,070

18,210,770

-

241,461,421

4,266,715

17,680,000

2,046,000

195,260,535

265,454,136

At 31 December 2022 
USD

At 31 December 2021 
USD

265,454,136

9,608,593

(163,266)

(1,280,016)

-

(78,358,912)

195,260,535

144,803,154

40,540,924

(18,489,994)

-

6,294,635

92,305,417

265,454,136

195,706,888

(78,358,912)

111,980,464

92,305,417

(105,606)

(8,578,993)

Closing accumulated unrealised gains

117,242,370

195,706,888

Reconciliation of investments, if held under the 
cost and price of recent investment 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

69,747,248

9,608,593

(57,660)

(1,280,016)

78,018,165

32,822,690

40,540,924

(3,616,366)

-

69,747,248

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Valuation methodology

Mid-market price

Comparable company analysis

Cost and price of recent investment

At 31 December 2022 
USD

At 31 December 2021 
USD

22,992,932

94,755,170

77,512,433

195,260,535

63,146,440

6,590,954

195,716,742

265,454,136

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.  

Valuation methodologies can be changed from time to time, the following 
table shows the changes made for 2022 compared to 2021. These 
investments were held at cost or price of recent investments of the total 
value of USD 133,457,069 as at 31 December 2021:

Company name

2022

2021

3D Look

Affise

Comparable company analysis

Cost or price of recent investment

Comparable company analysis

Cost or price of recent investment

Academy of change

Comparable company analysis

Cost or price of recent investment

Bolt

EstateGuru

MEL Science

Moeco

PandaDoc

Scalarr

Comparable company analysis

Cost or price of recent investment

Comparable company analysis

Cost or price of recent investment

Comparable company analysis

Cost or price of recent investment

Comparable company analysis

Cost or price of recent investment

Comparable company analysis

Cost or price of recent investment

Comparable company analysis

Cost or price of recent investment

Study Space, Inc (EdVibe)

Comparable company analysis

Cost or price of recent investment

Wanelo

Comparable company analysis

Cost or price of recent investment

The list of fully impaired investments, in which the Company still maintained ownership as of 31 December 2022, 
was as follows:

T
M
T

I

N
V
E
S
T
M
E
N
T
S
A
N
N
U
A
L
R
E
P
O
R
T
2
0
2
2

N
O
T
E
S

T
O
T
H
E

F
I
N
A
N
C

I

A
L

S
T
A
T
E
M
E
N
T
S

97

 
 
 
 
 
 
 
 
 
 
 
 
Company name

Rollapp

UsingMiles/Help WW/Source Inc.

Favim

AdInch

E2C

Drupe

Virool/Turgo

Sixa

Usual Beverage Co.

StudyFree

Total

Investment 
amount (USD)

Year of impairment

350,000 

250,000 

300,000 

1,000,000 

124,731 

225,000 

600,000

300,000 

300,000

1,000,000 

4,449,731

2018

2018

2018

2018

2020

2019

2017

2019

2022

2022

Financial assets at fair value through profit or loss are measured at fair 
value, and changes therein are recognised in profit or loss.
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 
When measuring the fair value of a financial instrument, the Company 
uses relevant transactions during the year or shortly after the year end, 
uses relevant transactions during the year or shortly after the year end, 
which gives an indication of fair value and considers other valuation 
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 
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 
value is derived by reference to the most recent equity financing round or 
sizeable partial disposal. Fair value change is only recognised if that equity 
sizeable partial disposal. Fair value change is only recognised if that equity 
round or partial disposal involved a new external investor. From time to 
time, the Company may assess the fair value in the absence of a relevant 
round or partial disposal 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 
independent equity transaction by relying on other market observable data 
and valuation techniques, such as the analysis of comparable companies 
and valuation techniques, such as the analysis 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 
and/or comparable transactions. The nature of such valuation techniques 
the analysis.
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

I

A
L

S
T
A
T
E
M
E
N
T
S

98

T
M
T

I

N
V
E
S
T
M
E
N
T
S
A
N
N
U
A
L
R
E
P
O
R
T
2
0
2
2

N
O
T
E
S

T
O
T
H
E

F
I
N
A
N
C

I

A
L

S
T
A
T
E
M
E
N
T
S

99

 
 
 
 
 
 
 
 
 
 
 
 
(i) 

Equity investments as at 31 December 2022:

T
T
M
M
T
T

Investee company

Date of initial 

investment

Value at 1 Jan 
2022, USD

Additions to equity 

investments during 

the period, USD

Conversions from 
loan notes, USD

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

Wanelo

Backblaze

Remote.it

Anews

Bolt

21.11.2011

602,447

24.07.2012

63,146,440

13.06.2014

1,512,643

25.08.2014

330,000

15.09.2014

103,375,800

PandaDoc

11.07.2014

16,185,773

Full Contact

11.01.2018

244,506

ScentBird

Workiz

13.04.2015

6,590,954

16.05.2016

3,971,659

Usual/Vinebox

06.05.2016

450,015

Hugo

19.01.2019

3,756,540

MEL Science

25.02.2019

2,663,696

Qumata (Healthy 

Health)

06.06.2019

1,818,822

eAgronom

31.08.2018

447,087

Rocket Games 

(Legionfarm)

Timbeter

Classtag

16.09.2019

200,000

05.12.2019

221,688

03.02.2020

200,000

3S Money Club

07.04.2020

8,253,630

Hinterview

21.09.2020

891,107

Virtual Mentor 

(Allright)

12.11.2020

772,500

NovaKid

13.11.2020

2,949,855

N
N
O
O
T
T
E
E
S
S

T
T
O
O
T
T
H
H
E
E

F
F
I
I
N
N
A
A
N
N
C
C

I
I

A
A
L
L

S
S
T
T
A
A
T
T
E
E
M
M
E
E
N
N
T
T
S
S

100
100

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

I

I
I

n
N
v
V
e
s
E
t
S
m
T
e
M
n
t
E
s
N
n
T
t
S
e
r
A
i
m
N
N
R
U
e
s
A
u
L
l
t
s
R
2
E
0
P
2
O
2
R
T
2
0
2
2

Investee company

Gain/loss from 

changes in fair 

value of equity 
investments, USD

Wanelo

-

Backblaze

(40,153,509)

Remote.it

(1,381,443)

Anews

Bolt

-

(33,618,816)

PandaDoc

(5,341,305)

Full Contact

ScentBird

Workiz

Usual/Vinebox

-

-

-

-

Disposals, USD

Write-offs  
USD

Value at  
31 Dec 2022, USD

Equity stake 

owned

-

-

-

-

-

-

-

-

-

-

-

-

602,447

4.69%

22,992,931

11.20%

131,200

1.64%

(330,000)

-

-

-

-

-

-

-

69,756,984

1.26%

10,844,468

1.17%

244,506

0.19%

6,590,954

4.18%

3,971,659

1.89%

(450,015)

-

1.91%

Hugo

(338,222)

(163,266)

MEL Science

(1,758,040)

Qumata (Healthy 

Health)

eAgronom

Rocket Games 

(Legionfarm)

Timbeter

Classtag

-

7,591

-

(8,168)

-

2,046,000

3S Money Club

3,790,966

-

-

-

Hinterview

(78,377)

Virtual Mentor 

(Allright)

NovaKid

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

3,255,052

3.55%

905,656

3.21%

1,818,822

2.52%

454,678

1.41%

200,000

1.26%

213,520

4.64%

200,000

1.66%

14,090,596

11.38%

812,730

2.52%

772,500

2.95%

2,949,855

1.51%

N
N
O
O
T
T
E
E
S
S

T
T
O
O
T
T
H
H
E
E

F
F
I
I
N
N
A
A
N
N
C
C

I
I

A
A
L
L

S
S
T
T
A
A
T
T
E
E
M
M
E
E
N
N
T
T
S
S

101
101

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Date of initial 

investment

Value at 1 Jan 
2022, USD

Additions to equity 

investments during 

the period, USD

Conversions from 
loan notes, USD

17.11.2020

1,322,100

15.08.2019

1,378,282

21.08.2019

1,282,705

-

-

-

-

-

-

13.08.2020

2,035,512

320,467

1,363,700

(i) 

Equity investments as at 31 December 2022: : (continued)

Investee company

MTL Financial 

(OutFund)

Scalarr

Accern

Feel

Affise

3D Look

FemTech

Muncher

18.09.2019

3,470,870

03.03.2021

1,000,000

30.03.2021

274,220

23.04.2021

2,059,999

CyberWrite

20.05.2021

500,000

Outvio

VertoFX

22.06.2021

612,353

16.07.2021

1,132,999

Academy of change

02.08.2021

1,000,000 

EstateGuru

06.09.2021

1,780,200

Prodly

09.09.2021

1,800,000

Sonic Jobs

15.09.2021

712,018

EdVibe (Study Space, 

Inc)

02.11.2021

1,500,001

1Fit (Alippe, Inc)

24.12.2021

500,000

Agendapro

03.09.2021

515,000

Laundry Heap

28.01.2022

SOAX

Spin.ai

Total

21.01.2022

17.12.2018

-

-

-

N
O
T
E
S

T
O
T
H
E

F
I
N
A
N
C

I

A
L

S
T
A
T
E
M
E
N
T
S

102

-

-

-

-

-

-

-

-

-

-

-

-

-

-

1,325,393

4,000,000

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

964,102

Gain/loss from 

changes in fair 

value of equity 
investments, USD

Disposals, USD

Write-offs  
USD

Value at  
31 Dec 2022, USD

Equity stake 

owned

Investee company

MTL Financial 

(OutFund)

Scalarr

Accern

Feel

Affise

3D Look

FemTech

Muncher

CyberWrite

Outvio

VertoFX

1,243,818

-

1,591,179

(66,459)

(1,675,190)

(500,000)

536,386

1,647,396

475,741

(78,553)

-

Academy of change

(670,000)

EstateGuru

(979,500)

Prodly

Sonic Jobs

EdVibe (Study Space, 

Inc)

1Fit (Alippe, Inc)

Agendapro

-

(92,009)

(750,001)

-

-

Laundry Heap

(121,592)

SOAX

Spin.ai

Total

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

2,565,918

3.66%

1,378,282

7.66%

2,873,884

3.17%

3,653,220

11.11%

1,795,680 

8.70%

500,000

3.77%

810,606 

9.74%

3,707,395 

6.10%

975,741 

3.52%

533,800 

4.00%

1,132,999 

3.24%

330,000 

7.69%

800,700 

2.73%

1,800,000 

4.39%

620,009 

2.77%

750,000 

7.36%

500,000 

4.70%

515,000

2.00%

1,203,801

2.44%

4,000,000

9.41%

964,102

1.69%

T
M
T

I

N
V
E
S
T
M
E
N
T
S
A
N
N
U
A
L
R
E
P
O
R
T
2
0
2
2

N
O
T
E
S

T
O
T
H
E

F
I
N
A
N
C

I

A
L

S
T
A
T
E
M
E
N
T
S

103

241,461,421

5,645,860

4,373,802

(78,318,107)

(163,266)

(780,015)

172,219,695

 
 
 
 
 
 
 
 
 
 
 
 
(ii) 

Convertible loan notes as at 31 December 2022:

Investee company

Date of initial 

investment

Value at 1 Jan 
2022, USD

Additions to convertible 

note investments during 
the period, USD

Conversions 
USD

Investee company

Gain/(loss) from 

changes in fair value of 
convertible notes, USD

Disposals 
 USD

Value at 31 Dec 
2022, USD

Term, years

Interest 

rate, %

ShareThis

26.03.2013

570,030

-

Conte.ai/ Postoplan

08.12.2020

1,332,985

451,200

ShareThis

-

Conte.ai/ Postoplan

(156,095)

-

-

-

(1,363,700)

-

-

-

-

1,030,000

589,300

Metrospeedy

Feel

MedVidi

Laundry Heap

-

-

-

-

-

-

-

570,030

1,628,090

1,000,000

-

1,030,000

601,950

4,830,070

5.0

1.0

-

-

-

1.09%

2.00%

-

-

-

-

-

-

-

12,650

(143,445)

Metrospeedy

16.07.2021

1,000,000

Feel

MedVidi

08.10.2021

1,363,700

27.09.2021

-

-

Laundry Heap

21.11.2022

Total

4,266,715

2,070,500

(1,363,700)

Total

N
O
T
E
S

T
O
T
H
E

F
I
N
A
N
C

I

A
L

S
T
A
T
E
M
E
N
T
S

104

T
M
T

I

N
V
E
S
T
M
E
N
T
S
A
N
N
U
A
L
R
E
P
O
R
T
2
0
2
2

N
O
T
E
S

T
O
T
H
E

F
I
N
A
N
C

I

A
L

S
T
A
T
E
M
E
N
T
S

105

 
 
 
 
 
 
 
 
 
 
 
 
(iii) 

SAFEs as at 31 December 2022:

Investee company

Date of initial 

investment

Value at 1 Jan 
2022, USD

Additions to SAFE 

investments during 
the period, USD

Conversions to 
equity, USD

Investee company

(964,102)

Spin.ai

Spin.ai

Cheetah (Go-X)

17.12.2018

29.07.2019

300,000

350,000

Adwisely (Retarget)

24.09.2019

1,600,000

-

-

-

Rocket Games (Legionfarm)

17.09.2019

1,200,000

250,000

Classtag

Moeco

StudyFree

Aurabeat

03.02.2020

08.07.2020

200,000

500,000

08.12.2020

1,000,000

03.05.2021

1,030,000

Synder (CloudBusiness Inc)

26.05.2021

2,060,000

Collectly

13.07.2021

2,060,000

OneNotary (Adorum)

01.10.2021

500,000

-

-

-

-

-

-

-

BaFood

05.11.2021

2,000,000

500,000 

Educate online

16.11.2021

1,000,000

-

My Device Inc

30.11.2021

850,000

200,000 

Mobilo (Lulu Systems, Inc)

09.12.2021

1,030,000

13.12.2021

2,000,000

12.01.2022

-

942,233

-

-

Muncher

Bairro

Total

17,680,000

1,892,233

(964,102)

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

Gain/(loss) from 

changes in fair 

value of SAFE 
investments, USD

664,102

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

(61,463)

602,639

Disposals, USD

Write-offs  
USD

Value at  
31 Dec 2022, USD

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

(1,000,000)

-

350,000

1,600,000

1,450,000

200,000

500,000

-

1,030,000

2,060,000

2,060,000

500,000

2,500,000

1,000,000

1,050,000

1,030,000

2,000,000

880,770

(1,000,000)

18,210,770

Cheetah (Go-X)

Adwisely (Retarget)

Rocket Games (Legionfarm)

Classtag

Moeco

StudyFree

Aurabeat

Synder (CloudBusiness Inc)

Collectly

OneNotary (Adorum)

BaFood

Educate online

My Device Inc

Mobilo (Lulu Systems, Inc)

Muncher

Bairro

Total

(iv) 

Shares to be issued as at 31 December 2022: 

Investee company

Date of initial 
investment

Value at

1 Jan 2022,

USD

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/ 
conversions, USD

Value at 30 Jun 2022, USD

3S Money Club

-

2,046,000

Total

2,046,000

-

-

-

-

3S Money Club

Total

-

-

(2,046,000)

2,046,000

-

-

N
O
T
E
S

T
O
T
H
E

F
I
N
A
N
C

I

A
L

S
T
A
T
E
M
E
N
T
S

106

T
M
T

I

N
V
E
S
T
M
E
N
T
S
A
N
N
U
A
L
R
E
P
O
R
T
2
0
2
2

N
O
T
E
S

T
O
T
H
E

F
I
N
A
N
C

I

A
L

S
T
A
T
E
M
E
N
T
S

107
107

 
 
 
 
 
 
 
 
 
 
 
 
11. Trade and other receivables

12. Cash and cash equivalents

Prepayments 

Other receivables

Interest receivable on promissory 
notes

Interest receivable on deposit

At 31 December 2022

At 31 December 2021

The cash and cash equivalents as at 31 December 2022 include cash on hand and in banks.

USD

42,550

1,219,506

113,214

7,541

1,382,811

USD

53,412

1,917,843

79,394

-

2,050,649

Cash and cash equivalents comprise the following:  

Deposits

Bank balances

At 31 December 2022

At 31 December 2021

USD

2,502,188

7,600,495

10,102,683

USD

-

25,527,801

25,527,801

The fair value of trade and other receivables approximate to their carrying 
amounts as presented above.

The following table represents an analysis of cash and equivalents by rating agency designation based on 
Moody`s rating or their equivalent:

Other receivables as of 31 December 2022 represented amounts due from 
the previously disposed investments in Klear, Volumetric (in the form of 
publicly traded shares of 3D Systems Inc.) and DepositPhotos.

Bank balances

A3 rating

Baa3 rating

Not rated

Deposits

A1 rating

At 31 December 2022

At 31 December 2021

USD

USD

7,587,687

25,512,940

2,447

10,361

3,296

11,565

7,600,495

25,527,801

At 31 December 2022

At 31 December 2021

USD

2,502,188

2,502,188

USD

-

-

T
M
T

I

N
V
E
S
T
M
E
N
T
S
A
N
N
U
A
L
R
E
P
O
R
T
2
0
2
2

N
O
T
E
S

T
O
T
H
E

F
I
N
A
N
C

I

A
L

S
T
A
T
E
M
E
N
T
S

109

N
O
T
E
S

T
O
T
H
E

F
I
N
A
N
C

I

A
L

S
T
A
T
E
M
E
N
T
S

108

 
 
 
 
 
 
 
 
 
 
 
 
13. Trade and other payables

15. Capital management

At 31 December 2022 
USD

At 31 December 2021 
USD

81,838

66,100

82,500

40,534

4,817,785

9,676,043

7,702

3,307

35,367

73,042

-

32,704

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.

5,012,099

9,904,823

16. Financial risk management and financial instruments

Salaries payable

Directors’ fees payable

Bonus payable

Trade payables

Other current liabilities

Accruals

14. Share capital

The fair value of trade and other payables approximate to their carrying 
amounts as presented above.

On 31 December 2022 the Company had an authorised share capital of unlimited ordinary shares of no par value 
and had issued ordinary share capital of:

At 31 December 2022

At 31 December 2021

Share capital

Issued capital comprises:

Fully paid ordinary shares 

Balance at 31 December 2021

Issue of ordinary shares 

Balance at 31 December 2022

USD

53,283,415

Number

31,451,538

USD

53,283,415

Number

31,451,538

Number of shares

Number of shares

31,451,538

-

31,451,538

29,185,831

2,265,707

31,451,538

N
O
T
E
S

T
O
T
H
E

F
I
N
A
N
C

I

A
L

S
T
A
T
E
M
E
N
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S

110

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.

Credit risk

As at 31 December 2022 the largest exposure to credit risk related to 
convertible notes receivable and SAFEs (US$23,040,840), and cash and 
cash equivalents (US$10,102,683). 

The Company’s exposure to credit risk is influenced mainly by the individual 
characteristics of each investee company. The credit quality of investments 
in equity shares and convertible promissory notes is based on the financial 
performance of the individual portfolio companies. For those assets that 
are not impaired it is believed that the risk of default is small and that 
capital repayments and interest payments will be made in accordance with 
the agreed terms and conditions of the Company’s investment. In other 
cases, an appropriate asset impairment is recorded to reflect the fair value. 
The exposure to credit risk is approved and monitored on an on-going 
basis individually for all significant investee companies.

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.

(i) Exposure to credit risk

The carrying amount of the following assets represents the maximum 
credit exposure. The maximum exposure to credit risk as at 31 December 
was as follows:

T
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N
V
E
S
T
M
E
N
T
S
A
N
N
U
A
L
R
E
P
O
R
T
2
0
2
2

N
O
T
E
S

T
O
T
H
E

F
I
N
A
N
C

I

A
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111

 
 
 
 
 
 
 
 
 
 
 
 
At 31 December 2022

At 31 December 2021

USD

23,040,840

1,382,811

10,102,683

34,526,334

USD

21,946,715

2,050,649

25,527,801

49,525,165

Convertible notes receivable & SAFEs

Trade and other receivables

Cash and cash equivalents

Market risk

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 
fluctuations in interest and currency exchange rates. 

Interest rate risk

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. At 31 December 2022 the 
Company had cash deposit of USD 2,502,188, earning a variable rate of interest. The Board of Directors monitors the 
interest rates available in the market to ensure that returns are maximized.

N
O
T
E
S

T
O
T
H
E

F
I
N
A
N
C

I

A
L

S
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A
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M
E
N
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112

Foreign currency risk management

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 2022 was as follows:

For the year 
ended  
31/12/2022

GBP

For the year 
ended  
31/12/2022

EUR

For the year 
ended  
31/12/2021

GBP

For the year 
ended  
31/12/2021

EUR

171,705

177,998

534,672

294,597           

(14,861)

-

(50,106)

(1,215)

156,844

177,998

484,566

293,382         

130,280

166,727

359,550

259,195

141,160

160,198

436,109

264,044

15,684

17,800

48,457

29,338                        

Current assets

Cash and cash 
equivalents

Current liabilities

Trade and other 
payables

Net (short) long 
position

Net exposure 
currency 

Net exposure 
currency (assuming 
a 10% movement in 
exchange rates)

Impact on exchange 
movements in 
the statement of 
comprehensive 
income

The foreign exchange rates of the USD at 31 December were as follows:

Currency

British pounds, £

Euro, €

31/12/2022

31/12/2021

1.2039

1.0676

1.3477

1.1319

This analysis assumes that all other variables, in particular interest rates, remain constant. 

T
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I

N
V
E
S
T
M
E
N
T
S
A
N
N
U
A
L
R
E
P
O
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T
2
0
2
2

N
O
T
E
S

T
O
T
H
E

F
I
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A
N
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113

 
 
 
 
 
 
 
 
 
 
 
 
Fair value and liquidity risk management

17. Related party transactions

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 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 2022, the cash and equivalents of the Company were US$10,102,683.

The following are the maturities of current liabilities as at 31 December 2022:

18. Subsequent events

The Company’s Directors receive fees and bonuses from the Company, 
details of which can be found in Note 6.

Carrying amount

Within one year

2-5 years

More than 5 years

Salaries

Directors’ fees payable

USD

81,838

66,100

USD

81,838

66,100

Bonuses payable

4,817,785

4,817,785

Trade payables

Other current liabilities

7,702

3,307

7,702

3,307

Accruals

35,367

35,366

5,012,099

5,012,098

USD

USD

-

-

-

-

-

-

-

-

-           

-           

-                      

-                      

-                      

-

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 2022:

Financial assets

Level 1

USD

Level2

USD

Level 3

USD

Level 4

USD

Financial assets at FVPL

22,992,932

77,512,433

94,755,170

195,260,535           

22,992,932

77,512,433

94,755,170

195,260,535

19. Control

In January and March 2023, TMT received a total additional US$1.6 million 
dividend from Hugo, as part of the consideration for Hugo’s disposal of its 
food delivery and quick commerce business in Central America to Delivery 
Hero.

In February 2023, TMT invested an additional US$0.1 million in Cyberwrite, 
an AI cyber insurance platform providing cybersecurity insights and risk 
quantification for businesses worldwide (www.cyberwrite.com).

In February 2023, TMT invested an additional £45,861 in FemTech, a 
London-based technology accelerator focused on female founders  
(www.femtechlab.com). 

In February 2023, TMT received US$0.3 million from Backblaze, Inc., as a 
settlement payment in respect of TMT’s additional investment in Backblaze 
in 2021.

In March 2023, Silicon Valley Bank (“SVB”), a key banking partner of TMT and 
many of its investee companies, experienced liquidity issues.  As a result of 
the various measures implemented by the USA’s Federal Deposit Insurance 
Corporation and Federal Reserve, the Company expects to retain access 
to all its funds held at SVB and that therefore the developments regarding 
SVB are not expected to have any material impact on the financial position 
of TMT or any of its portfolio companies

The Company is not controlled by any one party.  Details of significant 
shareholders are shown in the Directors’ Report.

T
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N
V
E
S
T
M
E
N
T
S
A
N
N
U
A
L
R
E
P
O
R
T
2
0
2
2

N
O
T
E
S

T
O
T
H
E

F
I
N
A
N
C

I

A
L

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E
M
E
N
T
S

115

N
O
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S

T
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T
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E

F
I
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114

 
 
 
 
 
 
 
 
 
 
 
 
Directors and 
Professional Advisers

DIRECTORS

Yuri Mostovoy 
Non-executive Chairman

Alexander Selegenev 
Executive Director

Andrea Nastaj 
Independent Non-executive Director

James Joseph Mullins 
Independent Non-executive Director

SECRETARY 
Computershare Company Secretarial Services (Jersey) 
Limited 

REGISTERED OFFICE 
13 Castle Street, St Helier, Jersey, JE1 1ES 

13 Castle Street, St Helier, Jersey, JE1 1ES

COMPANY REGISTRATION NUMBER 
106628 (Jersey)

NOMINATED ADVISER

JOINT BROKER

Strand Hanson Limited 
26 Mount Row, Mayfair 
London, W1K 3SQ 

Cenkos Securities Plc 
6-8 Tokenhouse Yard, London  
EC2R 7AS 

PUBLIC RELATIONS ADVISER

JOINT BROKER

Kinlan Communications 
2-4 Exmoor Street 
London, W10 6BD

Hybridan LLP 
1 Poultry, London,  
EC2R 8EJ

AUDITORS

REGISTRAR

Kreston Reeves LLP 
2nd Floor 
168 Shoreditch High Street 
London E1 6RA

Computershare Investor Services (Jersey) Limited 
13 Castle Street, St Helier, 
Jersey, JE1 1ES

COMPANY WEBSITE

www.tmtinvestments.com 

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116

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2
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I

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117

 
 
 
 
 
 
 
 
 
 
 
 
 
Registered office: 13 Castle Street,  
St Helier, Jersey, JE1 1ES

Tel. +44 1534 281 800 Fax. +44 8451 258 623