《Asimilar Group Plc (ASLR) 2020年年度報告「LSE」.pdf》由會員分享，可在線閱讀，更多相關《Asimilar Group Plc (ASLR) 2020年年度報告「LSE」.pdf（71頁珍藏版）》請在三個皮匠報告上搜索。
1、ASIMILAR Group PLC Annual Report 30 September 2020 ASIMILAR GROUP PLC REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2020 Company Registration Number:4488281(England and Wales)ASIMILAR GROUP PLC REPORT AND FINANCIAL ACTIVITIES FOR THE YEAR ENDED 30 SEPTEMBER 2020 CONTENTS Page Direc
2、tors and Officers 1 Chairmans statement 2 9 Strategic report 10 Directors report 11 13 Corporate Governance report 14 22 Audit committee report 23 Directors remuneration report 24-28 Statement of Directors Responsibilities 29 Independent auditors report 30-33 Consolidated statement of comprehensive
3、income 34 Consolidated statement of financial position 35 Consolidated statement of changes in equity 36 Consolidated statement of cash flows 37 Notes to the consolidated financial statements 38 61 Company statement of financial position 62 Company statement of changes in equity 63 Company statement
4、 of cashflow 64 Notes to the company financial statements 65 68 1 ASIMILAR GROUP PLC DIRECTORS AND OFFICERS FOR THE YEAR ENDED 30 SEPTEMBER 2020 Directors J E Taylor(Chairman)M S Bhatti M Horrocks Secretary M S Bhatti Company number 4488281 Registered Office 4 More London Riverside London SE1 2AU No
5、minated adviser Cairn Financial Advisers LLP Cheyne House Crown Court 62-63 Cheapside London EC2V 6AX Auditors Haysmacintyre LLP 10 Queen Street Place London EC4R 1AG Solicitors Kepstorn Solicitors Limited 7 St James Terrace Lochwinnoch Road Kilmacolm PA13 4HB Registrars Share Registrars Limited 27-
6、28 Eastcastle StreetLondonW1W 8DHBrokers Peterhouse Capital Limited 3rd Floor 80 Cheapside London EC2V 6EE Website 2 ASIMILAR GROUP PLC CHAIRMANS STATEMENT FOR THE YEAR ENDED 30 SEPTEMBER 2020 Introduction I am pleased to present the annual report and consolidated financial statements for Asimilar G
7、roup plc(“Asimilar”,“the Group”,or“the Company”),for the financial year ended 30 September 2020.Technology is at the foundation of our investment criteria.We invest in businesses that develop purpose-built technology and operational expertise with potential to scale and generate positive returns for
8、 shareholders.We back founders that have a dedicated passion and competency for creating and engineering premium customer experiences through technology,content and product innovation.As an investment business we evaluate a significant pipeline of potential investment opportunities based on the prin
9、ciples of our stated investment criteria.Before investing,the board always evaluates the opportunities diligently and takes valued input from key shareholders and our investor partners on the value potential of the investment opportunities.As a board we take active positions within our investment co
10、mpanies so that we can partner and support our investee founders and boards proactively,in their strategy and business plan execution,thereby seeking to grow and optimise our investments for shareholders.As an investment business,we are dependent on the investee companies successfully executing thei
11、r business plans and managing a positive exit for our investment and investors,which sometimes take longer than initially envisaged.The board has evaluated a number of options to maintain positive momentum and capitalise on new opportunities in the market that we believe are in the best interests of
12、 shareholders.Investment Strategy On 2 October 2019,we announced that the board had conducted a review of the Companys investment strategy and that the board had decided that,in the light of the current market conditions and pipeline opportunities,within the scope of its current investment strategy
13、it should give particular focus to technology opportunities in the fields of big data,machine learning,telematics and the internet of things(IoT).Financial Review Total comprehensive income for the year was 392,329(2019:loss 731,784).Unrealised losses on investments were 1,778,363(2019:loss 52,930)a
14、nd realised gains on investments were 5,728(2019 impairment loss:446,973).Cash at the bank at the year-end was 709,819(2019:242,415).As at 30 September 2020,total assets were 12,547,890(2019:2,995,972)and the net fair value of investments held was 8,794,403(2019:2,684,091).Total net assets were 10,5
15、91,255(2019:2,968,527)which represents 11.60(2019:5.69)pence per share.Other income received during the year was 1,140,000 of Mesh Holdings Plc shares received in exchange for Asimilars option to invest in Sentiance NV.The fair value gain on asset acquisition of 1,649,436 represents the difference b
16、etween fair value of assets and liabilities acquired on acquisition of Intrinsic Capital(Jersey)Limited and the consideration paid(further detail is provided in note 5 of the financial statements).3 ASIMILAR GROUP PLC CHAIRMANS STATEMENT(continued)FOR THE YEAR ENDED 30 SEPTEMBER 2020 Simplestream Li
17、mited(“Simplestream”)Simplestream create Next Generation TV services for broadcast,sport and media brands.The company is a market leader for its Live2VOD and Hybrid TV solutions,including Sports Video Platform,Cloud TV and Telco TV solutions.Clients include:A&E Networks;AMC Networks;Nova TV Sony Tra
18、ceplay;QVC TV;Box Nation;Little Dot Studios and At The Races amongst others.Simplestreams cloud based Media Manager platform provides broadcasters and rights owners with an end-to-end technology services eco-system,with a full range of multi-platform TV and video distribution products including:low
19、latency online simulcasts of TV channels,real-time sports highlights clipping,broadcaster catch-up services,social video syndication and subscriber management services.Simplestreams technology platform also provides multi-channel,multi-territory frontend templated applications for a complete range o
20、f connected devices including mobiles,tablets,connected TVs and fast growing over the top(OTT)platforms such as Amazon Fire TV,Apple TV and Roku.In the UK,Simplestreams“Hybrid TV”solution is used by leading broadcasters to power“catchup”services on Freeview,Freesat,YouView and EETV.Simplestream deli
21、vers services across Europe,the US,Africa and the Far East with further international expansion planned for 2021.In September 2020 the company raised 275,856 under the UK government supported Future Funds Convertible Loan Scheme.Asimilar invested 21,000 as part of this fund raise.At 30 September 202
22、0 Asimilar held 9,943(2019:9,943)shares in Simplestream,which represents 6.34%(2018:6.34%)on a fully diluted basis.Gfinity plc(“Gfinity”)Gfinity is a world-leading esports solutions provider.It focuses on designing,developing and delivering esports solutions for e-games publishers,rights holders and
23、 brands.It has contracts and partnership arrangements with EA Games,Microsoft,FIFA,Formula 1 and Indycar.During the year the company embarked on a major restructuring program to reduce overhead costs by over 60%,.In April 2020 it successfully raised 2.25m.It also agreed a number of deals including t
24、he launch of Virtual Grand Prix series with Formula 1 and a 5 Year partnership with Abu Dhabi Motorsport Management.Gfinity achieved growth of 641%in monthly users on its Digital Media Platform over a 12 month period to June 2020.At 30 September 2020 Asimilar helds400,000(2019:400,000)shares in Gfin
25、ity which represent 0.05%(2019:0.08%)on a fully diluted basis.AudioBoom plc(“AudioBoom”)AudioBoom is one of the worlds leading spoken-word audio or podcasting platforms for hosting,distributing and monetising content that enables the creation,broadcast and syndication of audio content across multipl
26、e networks and geographies.On 10 February 2020 AudioBoom announced a strategic review and a Formal Sales Process(FSP)under the City Code on Takeovers and Mergers.On 14 October 2020 the company announced a fundraise of 3.15m and an end to the strategic review and FSP.The board considered that“in ligh
27、t of the very encouraging growth and resilience to global events”to focus on organic growth.At 30 September 2020 Asimilar held 53,400(2019:53,400)shares in AudioBoom which represents 0.34%(2019:0.38%)on a fully diluted basis.4 ASIMILAR GROUP PLC CHAIRMANS STATEMENT(continued)FOR THE YEAR ENDED 30 SE
28、PTEMBER 2020 Magic Media Works Ltd(“Magic Media”)Magic Media is a music entertainment technology business.The companys mission is to bring families together through shared music entertainment experiences,making every home a connected home.ROXi,which was launched by Magic Media in 2017 is the worlds
29、first made for TV music entertainment product,delivering music entertainment experiences that allow consumers to listen,sing,dance and play together at home.ROXi is backed by celebrity curators Kylie Minogue,Robbie Williams and Sheryl Crow,ROXi delivers its unique interactive experience through the
30、stylish ROXi Console,as well as through major Smart TV and Pay TV platforms,including Sky.Offering unlimited music,karaoke-style singing,global radio access,an ambient sound machine and ROXis unique music trivia game,Name That Tune,ROXi is highly differentiated and popular with its target market of
31、older,family consumers.The company has global rights agreements with the major labels(Universal Music Group,Sony Music Group,Warner Music Group)and major independents including Merlin Music,providing customers with one years access to a premium music catalogue of over 55 million music tracks.In addi
32、tion to effortless media discovery and consumption,ROXis vision is to create experiences that bring people together around music,and support activity beyond simply listening to music,with a clearly differentiated software and hardware offering.ROXi has built a multi-territory media platform with loc
33、alisation available for language,search,catalogue and playlist curation.The company strengthened its board through the appointment of Rupert Howell(ex-MD,ITV plc)as independent Non-Executive Chairman and Serene Sass(ex-Warner Music)and Carol Weatherall(ex-eVentures)as independent Non-Executive Direc
34、tors.In March 2020 the company launched a new funding raise to support expansion in the UK and internationally.This round was over-subscribed and over 2.0 million was raised.On 8 September 2020 Sky Q launched the ROXi music service bringing entertaining mix of unlimited music,music games,radio and k
35、araoke to the living room,all in one place.The partnership means that the ROXi music entertainment experience will be available on the Sky Q Pay TV platform,without the need for any additional hardware.The launch of ROXi on Sky Q is part of a wider strategy to provide the ROXi experience on all majo
36、r Smart TV and Pay TV platforms,with Sky being the first European rollout partner.On 7 December 2020 Asimilar invested a further 298,204 in Magic Media via a subscription to 298,204 loan notes of 1.00 each.Interest will be paid on the loan notes at 5%,payable annually in arrears on the anniversary o
37、f the loan note subscription.The loan notes expire on 31 January 2026.Should Magic Media not be in a position to satisfy the interest payment in cash it can elect to satisfy the interest through the issuance of further loan notes or shares to the loan note holder.Each loan note has a warrant attache
38、d which gives the holder the right to subscribe for a share in Magic Media at 1 per share at any time during the life of the loan note.The exercise of the warrants can be carried out by offsetting the exercise subscription due against the outstanding loan amount,effectively resulting in a cashless e
39、xercise.The subscription forms part of a wider equity and loan note fundraise of up to 13m by Magic Media which was led by Sun Capital Partners.The equity subscription was carried out at 1.00 per share.The fundraise is being conducted in two rounds:the first at 1.00 per share;and the second,to be co
40、nducted in early 2021,at 1.10 per share.Asimilar has the right,but not the obligation,to retain its equity position in the second round of financing.At 30 September 2020 Asimilar held 1,646,682 shares which represents 7.4%(2019:7.4%)of the fully diluted share capital.Asimilar also holds 500,000 of c
41、onvertible loan notes and has options over a further 95,000 ordinary shares in Magic Media.5 ASIMILAR GROUP PLC CHAIRMANS STATEMENT(continued)FOR THE YEAR ENDED 30 SEPTEMBER 2020 Sparkledun Limited(“Sparkeldun”)Sparkledun is a private company which,through its trading subsidiary,Fast to Fibre Limite
42、d(Fast to Fibre),has rights to exploit a patented process for the extraction of the inner core of telecoms and power cables,allowing the insertion of fibre optic without the need for excavation or other disruptive techniques.The Fast to Fibre commercial proposition is to reduce the cost of fibre opt
43、ic deployment particularly in difficult to access areas such as urban and city centres,thereby increasing the pace of adoption in line with government targets around the world to provide ultra-fast internet access.Fast to Fibre has successfully completed several trials in a variety of geographical l
44、ocations and complex situations and is now progressing a number of major commercial opportunities in the UK,Europe,North America and India.At 30 September 2020 Asimilar held 3,260 ordinary shares of 1.00 each in the issued share capital of Sparkeldun,which represents 1.88%of its issued share capital
45、.SeeQuestor Limited (“SeeQuestor”)SeeQuestor brings together leaders in cyber security and computer vision to deliver an Artificial Intelligence(“AI”)tool to comb through some of the estimated 1.5 trillion hours of CCTV footage produced per year,harnessing what the Directors believe to be world lead
46、ing AI technology and affordable supercomputing to turn terabytes of video into actionable intelligence.SeeQuestor has two main products available:SeeQuestor Post-Event which allows teams to comb through archives of video footage to find persons of interest or vehicles,helping to solve investigation
47、s in a fraction of the time that would otherwise be needed;and SeeQuestor iCCTV which monitors surveillance cameras in real-time.Use cases range from homeland security to smart cities,airports,industrial and mining operations.The SeeQuestor Post-Event product has been used successfully to solve crim
48、es by 20 police forces in the UK and overseas.Having successfully completed a number of pilots in the field through 2019,SeeQuestor iCCTV is now being deployed at scale to secure sensitive events and sites in several countries.On 27 February 2020,Asimilar held 47,018 ordinary shares of 1 pence each
49、in the capital of SeeQuestor representing approximately 4.7 per cent of the issued share capital of SeeQuestor.On 9 November 2020,Intrinsic Capital(Jersey)Limited,a 100%subsidiary of Asimilar,invested a further 250,000 for 16,892 new equity shares.0n 31 December 2020 Intrinsic Capital(Jersey),invest
50、ed a further 250,000 for new equity shares and was also granted a 1 for 1 warrant to subscribe for further new ordinary shares in SeeQuestor.These warrants will also apply to the previous investment of 250,000 on 9 November 2020.The warrants are exercisable from the date of grant until 31 December 2
51、021 and will exercise at a discount to the subscription price of this investment round.Intrinsic Capital(Jersey)Limited On 30 August 2020 Asimilar acquired Intrinsic Capital(Jersey)Limited(“ICJL”)to allow Asimilar to manage its portfolio with the benefit of the more benign capital gains tax regime a
52、vailable in Jersey in respect of some of its current and future investments.In addition,ICJL was a party to an investment agreement with Dev Clever Holdings Plc(Dev Clever),as announced by Dev Clever on 13 May 2020,giving ICJL a right to subscribe for up to 100,000,000 ordinary shares in Dev Clever
53、at a price of 10 pence per Dev Clever share(the Dev Clever Investment Agreement)and,following the exercise of all of these subscription rights,ICJL would be entitled to exercise a warrant to subscribe for up to 50,000,000 additional Dev Clever shares at a price of 25 pence per Dev Clever Share(the D
54、ev Clever Warrant).6 ASIMILAR GROUP PLC CHAIRMANS STATEMENT(continued)FOR THE YEAR ENDED 30 SEPTEMBER 2020 At the date of acquisition ICJL had exercised part of the option and invested 250,000 for 2,500,000 of DevClever shares.Under the terms of the acquisition agreement of ICJL,the Company acquired
55、 the entire issued share capital of ICJL in return for the issuance of 1,000,000 new Asimilar ordinary shares credited as fully paid(Consideration Shares).In addition Mark Horrocks,the sole owner of ICJL,was granted warrants to subscribe for up to 9,000,000 Asimilar ordinary shares in 2 tranches of
56、up to 4,500,000 warrants per tranche.Each tranche will be exercisable for two years after the relevant price criteria in Dev Clever having been reached.The relevant price criteria are the mid-market closing price of Dev Clever Shares for a period of five consecutive Business Days being or exceeding(
57、i)28 pence;and(ii)55 pence respectively.The number of warrants which Mr Horrocks will be able to exercise will be proportional to the number of shares in Dev Clever subscribed for by the Company or ICJL pursuant to the Dev Clever Investment Agreement at the date of exercise of such warrants.Dev Clev
58、er Holdings Plc(“DevClever”)Dev Clever Holdings Plc,together with its wholly owned subsidiary DevClever Limited,is a software and technology group based in Tamworth,United Kingdom,specialising in the use of lightweight integrations of cloud-based gamification and VR technologies to deliver rich cust
59、omer engagement experiences across both the commercial and education sectors.In January 2019,Dev Clever listed on the Standard List of the London Stock Exchange.On 3 September 2020,ICJL exercised its right to subscribe for 17,500,000 shares in the capital of Dev Clever at a price of 10 pence per Dev
60、 Clever share for an aggregate subscription amount of 1.75 million in accordance with the terms of the amended Dev Clever Investment Agreement.On 1 December 2020 ICJL announced its intention to exercise the second tranche of the Dev Clever option.This became unconditional on 26 January 2021 resultin
61、g in a further investment of 2,000,000 for 20m new shares.On 25 February 2021 the Company announced that it had assigned the right to subscribe for 30m shares in Dev Clever to Sitius Limited(Sitius”)for a cash consideration of 3m.In addition,ICJL assigned some 15m of the warrants to subscribe for ne
62、w Dev Clever shares at 25p each to Sitius for a further cash consideration of 500k.Asimilar also announced on 1 March 2021 of ICJLs intention to use the proceeds from this assignment to complete its subscription for a further 30m shares in Dev Clever at 10p per share which was completed on 18 March
63、2021.Asimilar now has an interest in 70 million ordinary shares in Dev Clever representing approximately 12.2 per cent.of Dev Clevers issued share capital.In addition to the 70 million ordinary shares,Asimilar retains a warrant to subscribe for 35 million new ordinary shares in Dev Clever at 25 penc
64、e per Dev Clever share.The interest in Dev Clever is held via Asimilars wholly owned subsidiary,Intrisic Capital(Jersey)Limited.On 29 March 2021,the Company announced that the mid-market closing price of shares in Dev Clever had exceeded 28 pence for a period of five consecutive Business Days.Theref
65、ore 70 per cent of the first tranche of 4,500,000 warrants(equating to 3,150,000 warrants)issued to Mark Horrocks had vested.The 3,150,000 warrants are exercisable at 0.01 pence per Asimilar ordinary share until 29 March 2023.Mesh Holdings Plc(“MESH”)MESH is an unlisted investment business,that aims
66、 to incubate emerging technology brands.On 3 August 2020 Asimilar announced that it had reached an agreement with MESH whereby the Company received a consideration of 24 million MESH shares in return for the assignment of Asimilars right to subscribe for up to 32%of the share capital of Sentiance N.
67、V.(“Sentiance”).MESH has a number of technology investments including Sentiance.Asimilars holding of 24m shares accounts for 8.89 of MESHs issued share capital as at 30 September 2020.Sentiance is an emerging and leading organisation within behavioural,ethical artificial intelligence and machine lea
68、rning with its“Motion Intelligence”and“Behavioural Change Platform”technologies.Sentiance has announced new partnerships,extended partnerships and contracts with well-known international businesses,including several within the Fortune 500.7 ASIMILAR GROUP PLC CHAIRMANS STATEMENT(continued)FOR THE YE
69、AR ENDED 30 SEPTEMBER 2020 On 15 February 2021 MESH announced that it had entered into a definitive sale and purchase agreement together with AAQUA BV to acquire 100%of Sentiance.On completion MESH would own 80%of Sentiance on a fully diluted basis with the remaining 20%owned by AAQUA BV.On 9 March
70、2021,MESH announced that the terms of the sale and purchase agreement has been amended and that AAQUA BV would now acquire a significant majority equity holding in Sentiance,rather than the 20%envisaged under the agreement,and that completion of the agreement is expected by 31 March 2021.At 30 Septe
71、mber 2020 the MESH holding represent 8.89%of its issued share capital COVID-19 statement The global outbreak of coronavirus COVID-19 during the year continues to impact on the markets and business activity.The board has been in discussions,where possible,with its investee companies to better underst
72、and the impact on their business and actions taken to protect the businesses.Our investee companies have carried out risk assessments and successfully implemented a number of actions to protect their workers,and businesses:-Working from home arrangements-Furlough arrangements-Bounce back loans-Futur
73、e fund loans-CBILShare issue On 11 October 2019,Asimilar successfully raised 500,000 before costs by a placing of 20,000,000 new ordinary shares.Under the placing each placee received one warrant for every two placing shares.The warrants were exercisable at 6.00p per share at any time from the date
74、of admission of the placing shares up to 30 October 2020.A further 2,500,000 warrants exercisable on the same terms were also issued in lieu of fees payable to an introducer.On 23 December 2019 Asimilar completed tranche two of the October 2019 fundraise whereby a further 250,000 was raised through
75、the issue of 10,000,000 million new shares at price of 2.50p per share and one warrant for every two placing shares was issued.The warrants were exercisable up to 31 October 2020.On 20 January 2020 Asimilar completed another fundraise of 1,850,000 before costs by the placing of 11,562,500 new ordina
76、ry shares at 16.00p.Under the placing each place also received one warrant for every placing share.The warrants are exercisable at 30.00p per share at any time from the grant to 31 March 2021.On 31 March 2021 the Company announced that it had agreed to extend the final exercise date of the warrants
77、from 5pm on 31 March 2021 to 5pm on 9 April 2021.On 21 January 2020 Asimilar raised 83,333.35 via the issue of 1,666,667 new ordinary shares as a result of the exercise of options at 5.00p per share.On 24 January 2020 Asimilar raised 4,000,000 before costs by a placing of 10,000,000 new ordinary sha
78、res at a placing price of 40.00p per share.Under the placing each place received one warrant for every placing share.The warrants are exercisable at 130.00p per share at any time from the date of grant to 31 December 2021,with an accelerated exercise provision in the event that the mid-market price
79、of Asimilars ordinary shares reaches 280.00p per ordinary share for five consecutive days.The warrants will be required to be exercised within 21 calendar days of such an event.On 1 September 2020 Asimilar issued 1,000,000 shares at 28.00p per new ordinary shares as part of the consideration for the
80、 acquisition of Intrinsic Capital(Jersey)Limited.On 22 September 2020 Asimilar raised 60,000 via the issue of 1,000,000 new ordinary shares as result of exercise of options at 6.00p per share.8 ASIMILAR GROUP PLC CHAIRMANS STATEMENT(continued)FOR THE YEAR ENDED 30 SEPTEMBER 2020 Post Year End Transa
81、ctions Sentiance loan of 3m was assigned to Mesh Holdings Plc on 30 November 2020 for a cash consideration of 3m.Donald Stewart stepped down from the board on 26 October 2020.2m was invested into Dev Clever via ICJL announced on 2 November 2020 and completed on 26 January 2021 when it became uncondi
82、tional.On 27 January 2021 agreement was reached with Dev Clever to accelerate the option rights in return for the award of 50,000,000 warrants immediately rather than at the conclusion of the completion of all further options to subscribe in Dev Clever.On 25 February 2021 the Group announced that it
83、 had assigned the right to subscribe for 30m shares in Dev Clever to Sitius Limited(“Sitius”)for a cash consideration of 3m.In addition,ICJL assigned some 15m of the warrants to subscribe for new Dev Clever shares at 25p each to Sitius for a further cash consideration of 500k.Asimilar also announced
84、 on 1 March 2021 of ICJLs intention to use the proceeds from this assignment to complete its subscription for a further 30m shares in Dev Clever at 10p per share which was completed on 18 March 2021.Asimilar now has an interest in 70 million ordinary shares in Dev Clever representing approximately 1
85、2.2 per cent.of Dev Clevers issued share capital.In addition to the 70 million ordinary shares,Asimilar retains a warrant to subscribe for 35 million new ordinary shares in Dev Clever at 25 pence per Dev Clever share.On 9 November 2020 ICJL invested 250,000 in SeeQuestor.On 7 December 2020 Asimilar
86、made a further investment in Magic Media of 298,204 provided by way of a convertible loan note as part of a 13m raise by Magic Media.On 31 December 2020 ICJL invested further 250,000 in SeeQuestor increasing the Groups holding to 80,802 shares and under the terms of the investment Asimilar is was gr
87、anted a one for one warrant exercisable by 31 December 2021 at a discount to the equity subscription price.Investment Strategy Our vision is to be a successful and profitable investment company focusing on technology,travel,leisure and media sectors with a particular focus in the fields of big data,
88、machine learning,telematics and the internet of things(IoT).We will achieve this by identifying early stage or turnaround opportunities that require investment and or have the potential for a reverse takeover.We will invest in to businesses with content and delivery capability that engage customers,
89、monetise the user experience and have potential to scale.The Companys investing policy is to invest into businesses which have some or all of the following characteristics:?strong management with a proven track record;?ready for investment without the need for material re-structuring by the Company;
90、?generating positive cash flows or imminently likely to do so;?via an injection of new finances or specialist management,the Company can enhance the prospects and therefore the future value of the investment;?able to benefit from the directors existing network of contacts;and?the potential to delive
91、r significant returns for the Company.Whilst the directors will be principally focused on making an investment in private businesses,they would not rule out investment in listed businesses if this presents,in their judgement,the best opportunity for shareholders.The Company intends to be an active i
92、nvestor in situations where the Company can make a clear contribution to the progress and development of the investment.In respect of other,more substantial investment opportunities,the directors expect that the Company will be more of a passive investor.9 ASIMILAR GROUP PLC CHAIRMANS STATEMENT(cont
93、inued)FOR THE YEAR ENDED 30 SEPTEMBER 2020 The directors believe that their broad collective experience together with their extensive network of contacts will assist them in the identification,evaluation and funding of appropriate investment opportunities.When necessary,other external professionals
94、will be engaged to assist in the due diligence on prospective targets and their management teams.There will be no limit on the number of projects into which the Company may invest,and the Companys financial resources may be invested in a number of propositions or in just one investment,which may be
95、deemed to be a reverse takeover pursuant to Rule 14 of the AIM Rules.Where the Company builds a portfolio of related assets it is possible that there may be cross-holdings between such assets.The Company does not currently intend to fund any investments with debt or other borrowings but may do so if
96、 appropriate.The Companys primary objective is that of securing for the shareholders the best possible value consistent with achieving,over time,both capital growth and income for shareholders through developing profitability coupled with dividend payments on a sustainable basis.Outlook The Board wi
97、ll continue to pursue and evaluate opportunities that meet the investment criteria.I would like to thank our shareholders and advisors for sharing our vision and supporting the board.John Taylor Chairman Date:30 April 2021 10 ASIMILAR GROUP PLC STRATEGIC REPORT FOR THE YEAR ENDED 30 SEPTEMBER 2020 P
98、rincipal Activity The Company is an investment company and focuses on opportunities in the fields of big data,machine learning,telematics and the internet of things(IoT).Business Review and Future Developments A review of the business during the year and the likely future direction are explained in
99、the Chairmans Statement on pages 2 to 10.Risks and Uncertainties The Company is subject to a number of risks and uncertainties.The board of directors is responsible for establishing internal controls,reviewing them for their effectiveness and mitigating risk.The key risks and how they are mitigated
100、are detailed below:?The Companys performance can be affected by general economic downturn.Forward looking indicators are regularly reviewed to identify varying market conditions.?The cost base is reviewed regularly and the current management structure in place allows management to respond to changin
101、g circumstances very quickly.?Performance of investments will be a risk to the Company in the future.To mitigate the risks inherent in making investments the Company carries out sufficient due diligence on acquisitions and monitors the performance of investments by regular review of financial inform
102、ation.?As an investment company the directors will continue to ensure that there are sufficient funds in place to support the continuing investment strategy.Key performance indicators Measuring performance is integral to our strategic growth.The board has selected KPIs to benchmark the Companys prog
103、ress and consider that future investment income and investment growth will be the measures used to assess the progress of the Company.Investment income:is detailed in the statement of comprehensive income.The board recognises that not all investments will generate income for the Company as they are
104、early stage start-ups and will be continually re-investing cash generated back into the business for further growth.Investment income received during the year 49,945(2019:Nil).Investment growth:the board monitors progress of its investments on a quarterly basis and has a presence on the board of its
105、 private investments either as formal board member and or observer to closely monitor the progress of its investments and assist the managements where it can add value.Investment growth are detailed in note 14.Overhead base:the board is satisfied with the level of costs and that these have been main
106、tained to an appropriate level.Approval This report was approved by the board of directors and authorised for issue on 30 April 2021 and signed on its behalf by:John Taylor Chairman 11 ASIMILAR GROUP PLC DIRECTORS REPORT FOR THE YEAR ENDED 30 SEPTEMBER 2020 The directors present their report togethe
107、r with the financial statements for the year ended 30 September 2020.Directors who served during the year J E Taylor(Chairman appointed 3 December 2019)D J Stewart(Appointed 3 December 2019,resigned 26 October 2020)M Horrocks(Appointed 23 September 2020)M S Bhatti S L Robinson(Chairman resigned 3 De
108、cember 2019)S T Nicolson (Resigned 3 December 2019)Directors and Directors Interests The directors who served during the year and their interest in the shares of the Company at year end are detailed below:Details of Directors Warrants Share Warrants 2020 2019 Number Number Current directors John Tay
109、lor-exercise price 10p,expire 31 December 2022 2,000,000-Donald Stewart-exercise price 10p,expire 31 December 2022 2,000,000-Mark Horrocks*-exercise price 0.01p,expire 31 December 2025 4,500,000-Mark Horrocks*exercise price 0.01p expires 31 December 2025 4,500,000-Sohail Bhatti-exercise price 5p,exp
110、ire 31 May 2022 2,000,000 2,000,000 Sohail Bhatti-exercise price 10p,expire 31 December 2022 1,000,000-Former directors who resigned during the year Simon Robinson-exercise price 13p,expired 31 October 2019 -980,000Simon Robinson-exercise price 5p,expire 31 May 2022 1,000,000 2,000,000Sean Nicolson-
111、exercise price 5p,expire 31 May 2022 500,000 1,000,000-17,500,000 5,980,000=*Exercisable in the event mid-market price of DevClever is or exceeds 28p for at least 5 consecutive business days and prorata entitlement based on the amount of DevClever options exercised by ICJL.On 29 March 2021,the Compa
112、ny announcedthat the mid-market closing price of shares in DevClever has now exceeded 28 pence for a period of five consecutiveBusiness Days.Therefore 70 per cent of the first tranche of 4,500,000 warrants(equating to 3,150,000 warrants)issued toMark Horrocks had vested.The 3,150,000 warrants are ex
113、ercisable at 0.01 pence per Asimilar ordinary share until 29March 2023.*Exercisable in the event mid-market price of DevClever is or exceeds 55p for at least 5 consecutive business days and pro rata entitlement based on the amount of DevClever options exercised by ICJL.12 ASIMILAR GROUP PLC DIRECTOR
114、S REPORT(Continued)FOR THE YEAR ENDED 30 SEPTEMBER 2020 S L Robinson M S Bhatti S Nicolson Shares Warrants Shares Warrants Shares Warrants At 1 October 2019 1,389,201 2,980,000 66,667 2,000,000 155,769 1,000,000 Warrants Granted 3 December 2019-1,000,000-Warrants expired 31 October 2019-(980,000)-Wa
115、rrants Exercised(1,000,000)(500,000)Shares sold(989,201)At 30 September 2020 400,000 1,000,000 66,667 3,000,000 155,769 500,000 J E Taylor D J Stewart M Horrocks Shares Warrants Shares Warrants Shares Warrants At 1 October 2019-Warrants Granted 3 December 2019-2,000,000-2,000,000-Warrants Granted 31
116、 August 2020-9,000,000 Placing shares 651,473 Consideration shares 1,000,000 At 30 September 2020-2,000,000-2,000,000 1,651,473 9,000,000 Warrants granted to directors during the year on date of grant were valued at 205,000(2019:Nil).Further details are provided in notes 18 and 19 of the financial s
117、tatements.Significant and substantial shareholders As at 14 April 2021 the Company had been notified of the following interest of 3%or more in the nominal value of the Company,save for the directors whose interests are disclosed above:Shareholder Number%Nigel Wray 11,502,500 9.49%Mirador FZE 10,000,
118、000 8.25%Chris Akers 7,119,500 5.87%David Von Rosen 7.081.168 5.84%Rory OSullivan 5,250,000 4.33%Intertrader 5,125,000 4.23%Mrs DJ Horrocks 3,771,474 3.11%13 ASIMILAR GROUP PLC DIRECTORS REPORT(Continued)FOR THE YEAR ENDED 30 SEPTEMBER 2020 Statement of disclosure of information to the auditor The d
119、irectors who were in office on the date of approval of these financial statements have confirmed that,as far as they are aware,there is no relevant audit information of which the Companys auditor is unaware,and each director has taken all steps that they ought to have taken as directors to make them
120、selves aware of any relevant audit information and to establish that the Companys auditor is aware of that information.Going concern The directors have prepared a cash flow forecast for the period ending 30 June 2022.Having considered all known costs,the board is of the opinion that there are suffic
121、ient funds available to continue as a going concern for the foreseeable future.The board is also planning to raise additional funds to continue to carry out its investment strategy as opportunities arise.Dividends The board does not propose to pay any dividend for the year(2019:nil).The report was a
122、pproved by the directors on 30 April 2021 and signed on its behalf by:John Taylor Chairman 14 ASIMILAR GROUP PLC CORPORATE GOVERNANCE STATEMENT FOR THE YEAR ENDED 30 SEPTEMBER 2020 The Group complies with the Quoted Companies Alliances Corporate Governance Code(the“QCA Code”)as revised and reissued
123、in May 2018.John Taylor,in his capacity as Non-Executive Chairman,has assumed responsibility for leading the Board effectively and ensuring that the Group has appropriate corporate governance standards in place and that these standards are observed and applied within the Group as a whole.The corpora
124、te governance arrangements that the Board has adopted are intended to ensure that the Group delivers medium and long-term value to its shareholders.The Board maintains a regular dialogue with its major investors and other professional investors,providing them with such information on the Groups prog
125、ress as is permitted by the AIM rules,MAR and the requirements of the relevant legislation.It should be noted that all the Directors are shareholders and/or warrant holders in the Group.The Directors therefore view their own medium and long-term interests to be integrally linked to the medium and lo
126、ng-term value of the Group and,as such,the interests of the Directors are directly aligned with those of the shareholders.The Board currently consists of two Independent Non-Executives,John Taylor and Mark Horrocks,and one Executive Director,Sohail Bhatti.Simon Robinson was Non-Executive Chairman of
127、 the Company and Sean Nicolson was an Independent Non-Executive Director until 3 December 2019.Donald Stewart was an Independent Non-Executive of the Company from 3 December 2019 until he retired from the Board on 26 October 2020.Mark Horrocks joined the Board as an Independent Non-Executive shortly
128、 before the period end on 23 September 2020.The QCA Code sets out ten principles that should be applied.These are listed on the Companys website at together with an explanation of how the Company applies each of the principles.The ten principles are:1.establish a strategy and business model which pr
129、omote long-term value for shareholders2.seek to understand and meet shareholder needs and expectations3.take into account wider stakeholder and social responsibilities and their implications for long-term success4.embed effective risk management,considering both opportunities and threats,throughout
130、the organisation5.maintain the board as a well-functioning,balanced team led by the chair6.ensure that between them the directors have the necessary up-to-date experience,skills and capabilities7.evaluate board performance based on clear and relevant objectives,seeking continuous improvement8.promot
131、e a corporate culture that is based on ethical values and behaviours9.maintain governance structures and processes that are fit for purpose and support good decision-making by the municate how the company is governed and is performing by maintaining a dialogue with shareholders and otherrelevant sta
132、keholders.Set out below are further disclosures on certain particularly relevant principles.15 ASIMILAR GROUP PLC CORPORATE GOVERNANCE STATEMENT(Continued)FOR THE YEAR ENDED 30 SEPTEMBER 2020 Principle 1 Business Model and Strategy Asimilar is a technology investing company which invests in business
133、es that develop purpose-built technology and operational expertise with potential to scale and generate positive returns for shareholders.Asimilar backs founders that have a dedicated passion and competency for creating and engineering premium customer experiences through technology,content and prod
134、uct innovation.Asimilar evaluates a significant pipeline of potential investment opportunities based on the principles stated in its investing policy.Before investing,the Board always evaluates the opportunities diligently and takes valued input from key shareholders and our investor partners on the
135、 potential value of the investment opportunities which it sources.The Board takes active positions within Asimilars investee companies so that the Company can partner and support our investee founders and boards proactively,in their strategy and business plan execution,thereby seeking to grow and op
136、timise investments for the Companys shareholders.As an investment business,Asimilar is dependent on its investee companies successfully executing their business plans and managing a positive exit for its investments and investors,which sometimes takes longer than initially envisaged.For further info
137、rmation on the strategy of the Group is set out in the Chairmans statement on pages 2 to 9 above and the risks the Board consider to be the most significant for potential investors and Shareholders are set out on page?10 of the Strategic Update above.Principle 4 Risk Management The Board has overall
138、 responsibility for the determination of the Companys risk management objectives and policies and recognises the need for an effective and well-defined risk management process.The overall objective of the Board is to set policies that seek to reduce risk as far as possible without unduly affecting t
139、he Companys competitiveness and flexibility.The Board is responsible for the monitoring of financial performance against budget and forecast and the formulation of the Groups risk appetite including the identification,assessment and monitoring of the Groups principal risks.For further information on
140、 the risks the Board consider to be the most significant for potential investors,Shareholders are referred to in the section headed“Risks and uncertainties”set out on page 10 above.The Board has delegated certain authorities to committees,each with formal terms of reference.As part of its terms of r
141、eference,the Audit Committee is obliged,inter alia,to keep under review the Groups internal financial controls systems that identify,assess,manage and monitor financial risks,and other internal control and risk management systems,review the adequacy and security of the Groups arrangements for its em
142、ployees and contractors to raise concerns,in confidence,about possible wrongdoing in financial reporting or other matters and ensure that these arrangements allow proportionate and independent investigation of such matters and appropriate follow up action,review the Groups procedures for detecting f
143、raud and review the Groups systems and controls for the prevention of bribery.Principle 5 A Well-functioning Board of Directors The Board is responsible for the management of the business of the Group,setting the strategic direction of the Group and establishing the policies of the Group.It is the B
144、oards responsibility to oversee the financial position of the Group and monitor the business and affairs of the Group on behalf of Shareholders,to whom the Directors are accountable.The primary duty of the Board is to act in the best interests of the Group at all times.The Board also addresses issue
145、s relating to internal control and the Groups approach to risk management.The Board currently consists of one Executive Director,being the Chief Finance Officer,and two Non-Executive Directors.The Board had three Non-Executive Directors from 23 September until 26 October 2020.16 ASIMILAR GROUP PLC C
146、ORPORATE GOVERNANCE STATEMENT(Continued)FOR THE YEAR ENDED 30 SEPTEMBER 2020 John Taylor chairs the Board.The Executive Director(Sohail Bhatti)has industry and technical knowledge and financial expertise.The Non-Executive Directors have public market and investing experience(John Taylor and Mark Hor
147、rocks).Sohail Bhatti also acts as the Company Secretary.Donald Stewart,an Independent Non-Executive Director who retired from the Board on 26 October 2020,had legal,regulatory and investing experience.The Board holds board meetings whenever issues arise which require the attention of the Board.The E
148、xecutive Director is a full time employee,and the Non-Executive Directors are expected to devote at least two days per month to the affairs of the Company and such additional time as may be necessary to fulfil their roles.The Board has also established an Audit Committee and a Remuneration Committee
149、.The Company considers that,at this stage of its development,and given the current size of its Board,it is not necessary to establish a formal Nominations Committee and nominations to the Board will be dealt with by the whole Board.This position will be reviewed on a regular basis by the Directors.B
150、oth current Non-Executive Directors are,and each of Simon Robinson,Sean Nicolson and Donald Stewart,while they served on the Board,were considered to be independent.The two Non-Executive Directors sit on the Audit Committee,which was chaired by Donald Stewart(an experienced solicitor and investor)un
151、til 26 October 2020 and is currently chaired by Mark Horrocks(who is an experienced investment manager)and on the Remuneration Committee,which is chaired by John Taylor.During the year under review the Board held 15 board meetings,at which all the members of the Board were present.In addition to the
152、 Companys formal board meetings,all of the directors regularly discuss matters affecting the business and the strategy of the Group.The number of board meetings attended by each director was as follows.Director Number of Meetings Attended Percent of Meetings During Time in Office John Taylor 15 100%
153、Donald Stewart 15 100%Sohail Bhatti 15 100%Mark Horrocks*-*No board meetings held since appointment of Mark Horrocks on 23 September 2020 to end of financial year at 30 September 2020.Specific matters are reserved to the Board and are set out in a written statement adopted by the board.Such matters
154、include overall company strategy,the annual business plan,the making and disposal of investments,the approval of the accounts,risk management,the appointment of senior management and the appointment and removal of the auditors.The board also seeks to ensure that the necessary financial and human res
155、ources are in place for the Company to be able to meet its objectives,to review management performance and to ensure that its obligations to its shareholders are understood and met.Principle 6 Appropriate Skills and Experience of the Directors The Group believes that the current balance of skills wi
156、thin the Board as a whole reflects a broad and appropriate range of commercial,technical and professional skills relevant to the sectors in which the Group operates and its status as an AIM listed company.17 ASIMILAR GROUP PLC CORPORATE GOVERNANCE STATEMENT(Continued)FOR THE YEAR ENDED 30 SEPTEMBER
157、2020 Biographical details of each of the Directors and officers are set out below:JohnTaylor Non-Executive Chairman Member of the board since 3 December 2019 Johns most recent focus has been on assisting small cap listed companies with their development.Prior to this,he spent 18 months working in pr
158、ivate equity backed portfolio companies,driving operational turnaround initiatives and implementing costing systems.He spent over 20 years in the Army Air Corps,leaving in 2015 with the rank of Lieutenant Colonel.Between 2013 and 2015 he was senior strategic communications officer for the Ministry o
159、f Defence.John is a non-executive director of BrandShield Systems Plc,an AIM quoted cyber security company and Pathfinder Minerals Plc.Previously he was a non-executive director of Sabien Technology Group plc,an AIM-quoted provider of energy reduction technologies and a Director of KIN Group Plc whi
160、ch became Bidstack following a Reverse Takeover transaction.Mark Horrocks Non-Executive Director Member of the board since 23 September 2020 Mark Horrocks has over 37 years experience in financial markets and has been involved mainly in large scale institutional fund management.He has worked as a re
161、search analyst and fund manager for a FTSE100 insurance group.In addition,he has always maintained a keen interest in supporting smaller companies and identifying nascent opportunities as investor and supporting as mentor and,on occasion,board member.In 1997 Mark co-founded Intrinsic Capital Partner
162、ship Limited,in order to self-manage the Intrinsic Value PLC Investment Trust,an investor in mainly small/micro capitalized quoted companies.Mark then established Intrinsic Capital LLP in 2007 as a regulated corporate and introductory business and extended the regulatory permission to include a reta
163、il investment management offering in 2015 seeking to add value with a straightforward,transparent and cost-efficient service to high net worth and professional investors.Sohail Bhatti Finance Director Member of the board since 2014 Mohammed Sohail Bhatti is a Fellow of The Association of Chartered C
164、ertified Accountants(FCCA),and has served as finance and non-executive director of a number of private and quoted companies for more than 20 years.In 1998,he joined Transcomm plc,an AIM quoted telecommunications group as finance director for one of its subsidiary undertakings and served for 6 years
165、until its acquisition by British Telecom in 2004.Later that year he supported the private equity acquisition of a former Ericsson data radio technology company,and founded Woodhouse Price Limited,a licensed accountancy practice.Sohail Bhatti also acts as the Company Secretary and is responsible for
166、ensuring that Board procedures are followed and that the Company complies with all applicable rules,regulations and obligations governing its operation,as well as helping the Chairman maintain good standards of corporate governance.The Directors have access to the Companys external advisers e.g.NOMA
167、D,lawyers and auditors as and when required and are able to obtain advice from other external advisers when necessary.All Directors have access to independent legal advice at the Companys expense.The Board will seek to take into account Board imbalances for future nominations.18 ASIMILAR GROUP PLC C
168、ORPORATE GOVERNANCE STATEMENT(Continued)FOR THE YEAR ENDED 30 SEPTEMBER 2020 Principle 7 Evaluation of Board Performance The effectiveness and the performance of each director is reviewed on an annual basis.The Company undertakes annual monitoring of personal and corporate performance responsibility
169、.The board currently considers that the use of external consultants to facilitate the board evaluation process is unlikely to be of significant benefit to the process,although the option of doing so is kept under review.Over the next 12 months the Company intends to review the performance of the boa
170、rd as a whole to ensure that the members of the board collectively function in an efficient and productive manner and identify any development or mentoring needs of individual directors.The focus of the review will be to identify any gaps in skills and experience,how well the board functions as a gr
171、oup and the individual contributions made by each director.The Chairman will be responsible for leading the review and will involve external support as appropriate.The Board is aware that succession planning is a vital task and the management of succession planning represents a key responsibility of
172、 the Board.The balance of skills required of the Board as a whole is under constant review as the business develops.As a result the composition of the Board will change over time.The Board would appoint additional directors in the event that outstanding people with relevant skills are able to make t
173、he necessary commitment to drive the business forward.Principle 8 Corporate Culture The Company recognises the importance of promoting an ethical corporate culture based on sound ethical values and behaviours,interacting responsibly with all stakeholders and the communities and environments in which
174、 the Group operates.The Board considers this to be essential to maximise shareholder value.This means promoting strong business ethics.As a first priority,the Company seeks to uphold individual human rights in its operations,and expects the same from all the companies that it invests in.The Companys
175、 policies outline the behaviours expected and set out the Companys zero tolerance approach towards any form of modern slavery,discrimination or unethical behaviour relating to bribery,corruption or business conduct.The Company is committed to building an inclusive culture.Discrimination in all its f
176、orms(including on the basis of age,race,sexual orientation,religion,national origin and gender)is not tolerated at any level.The Directors view their own medium and long-term interests to be integrally linked to the medium and long-term value of the Group,and,as such,the interests of the Directors a
177、re directly aligned with those of the shareholders.The Group has adopted policies to deal with corruption and bribery and to comply with the UK Bribery Act.Principle 10 Shareholder Communication The Board delegates authority to two Committees to assist in meeting its business objectives,and the Comm
178、ittees meet independently of Board meetings.Audit Committee Report Until 26 October 2020 the Audit Committee comprised Donald Stewart,as Chairman,and John Taylor.It currently comprises Mark Horrocks,as Chairman,and John Taylor and meets not less than twice a year.The committee is responsible for mak
179、ing recommendations to the Board on the appointment of auditors and the audit fee and for ensuring that the financial performance of the Group is properly monitored and reported.In addition,the Audit Committee receives and reviews reports from management and the auditors relating to the interim repo
180、rt,the annual report and accounts and the internal control systems of the Group.As noted above the Audit Committee is also responsible for reviewing the Groups internal financial controls systems that identify,assess,manage and monitor financial risks,other internal control and risk management syste
181、ms and other aspects of risk management.19 ASIMILAR GROUP PLC CORPORATE GOVERNANCE STATEMENT(Continued)FOR THE YEAR ENDED 30 SEPTEMBER 2020 During the year under review,the Audit Committee has worked with and reviewed the work of the Companys auditors in the production of the Interim Report of the C
182、ompany for the six months ended 31 March 2020 and the Report and Accounts of the Company for the year ended 30 September 2020 set out in this document.Remuneration Committee Report The Remuneration Committee comprises John Taylor as Chairman and Mark Horrocks which meets not less than twice each yea
183、r.The committee is responsible for the review and recommendation of the scale and structure of remuneration for senior management,including any bonus arrangements or the award of share options with due regard to the interests of the Shareholders and the performance of the Company.During the year und
184、er review,the Remuneration Committee made a recommendation to pay a bonus to the Executive Director to reflect significant additional work carried out in relation to a particular transaction.The Remuneration Committee made no new recommendations to the board in relation to the issue of share options
185、 to employees of the Group.The amounts of remuneration for each Director are set out on page 26 below.These include basic salary,bonus and the estimated monetary value of benefits in kind.The Company remains committed to listening to and communicating openly with its shareholders to ensure that its
186、strategy,business model and performance are clearly understood and that the board understands the needs and expectation of its shareholders.Understanding what our shareholders think about us is a key part of driving our business forward and we actively seek dialogue with the market.The Company commu
187、nicates with shareholders through the annual report,full year and half year announcements,the AGM and one to one meetings with large existing or potential new shareholders.A range of corporate information(including all Company announcements and shareholder communications)is also available to shareho
188、lders,investors and the public on the Companys corporate website(http:/).The board receives regular updates on the views of shareholders through briefings and reports from the Companys broker.The Company regularly participates at investor shows around the country offering smaller and private investo
189、rs similar insight into the Company and access to management.The Company discloses contact details on its website and on all announcements released via RNS,should shareholders wish to communicate with the board.Communication with shareholders is co-ordinated by the Chairman.The board is keen to prom
190、ote greater liquidity in the Companys shares.The board seeks to build on a mutual understanding of objectives between the Company and its shareholders by:?Communicating regularly throughout the year.?Providing information to shareholders in a balanced and understandable way.?Meeting shareholders to
191、discuss long term issues and to obtain their views.?Encouraging private investors,in particular,to attend the AGM,so that they have an opportunity to ask questions of the board and are equipped to make their own assessment of the Companys position and prospects.?Regular meetings of the board being u
192、sed as the forum to ensure that non-executive directors are updated on the views of major shareholders that have been communicated to the executive directors.20 ASIMILAR GROUP PLC CORPORATE GOVERNANCE STATEMENT(Continued)FOR THE YEAR ENDED 30 SEPTEMBER 2020 Independence of the Independent Auditors B
193、oth the audit committee and the independent auditors have in place safeguards to avoid the auditors objectivity and independence being compromised.One such safeguard is a policy of five yearly rotation of audit partner.As a result,Ian Cliffe,having completed his five year term as Statutory Auditor o
194、f the Group and parent company,was replaced by Christopher Cork for the year ended 30 September 2019.The Companys policy with regard to services provided by the independent auditors is as follows:?Statutory audit services The independent auditors,who are appointed annually by the shareholders,undert
195、ake this work.The audit committee reviews the auditors performance on an ongoing basis.?Non-audit services The independent auditors are not permitted to provide internal audit,risk management,litigation support,remuneration advice and information technology services.The provision of other non-audit
196、services,including taxation services,is assessed on a case by case basis,depending on which professional services firm is best suited to perform the work.These safeguards,which are monitored by the audit committee,are regularly reviewed and updated to ensure they remain appropriate.The appointment o
197、f the auditors to provide non-audit services requires board approval for any assignment with fees above a set financial limit.The auditors report to the audit committee on the actions they take to comply with the professional and regulatory requirements and best practice designed to ensure their ind
198、ependence,including the rotation of key members of the audit team.Haysmacintyre LLP has formally confirmed this to the board.The disclosure of non-audit fees paid to Haysmacintyre LLP during the year is included in note 8 to the financial statements.Going concern The directors have prepared a cash f
199、low forecast to the end of June 2022.Having considered all known costs and income from warrant exercise,the board is of the opinion that there are sufficient funds available to continue as a going concern for the foreseeable future.The board is also planning to raise additional funds in due course t
200、o continue to carry out its investment strategy as opportunities arise.Section 172 Statement Under section 172 of the Companies Act 2006(“Section 172”),a director of a company must act in a way that they consider,in good faith,and would most likely promote the success of the company for the benefit
201、of its members as a whole,taking into account the non-exhaustive list of factors set out in Section 172.Section 172 also requires directors to take into consideration the interests of other stakeholders set out in Section 172(1)in their decision making.Asimilar Group Plcs(“Asimilar”or the“Company”)k
202、ey stakeholders include its investors,employees and investee companies.The Companys strategy is to be a successful and profitable investment company focusing focus in the fields of big data,machine learning,telematics and the internet of things(IoT).We will achieve this by identifying early stage or
203、 turnaround opportunities that require investment and or have the potential for a reverse takeover.We will invest into businesses with content and delivery capability that engage customers,monetise the user experience and have potential to scale.Upon the successful implementation of the Companys str
204、ategy,the Company will have an expanded range of internal and external stakeholders,relations with which the Board will take into consideration when making decisions on Company strategy.21 ASIMILAR GROUP PLC CORPORATE GOVERNANCE STATEMENT(Continued)FOR THE YEAR ENDED 30 SEPTEMBER 2020 Engagement wit
205、h our members plays an essential role throughout our business.We are cognisant of fostering an effective and mutually beneficial relationship with our members.Our understanding of our members is factored into boardroom discussions regarding the potential long-term impacts of our strategic decisions.
206、Post the reporting period end,the directors of the Company(“Directors”)have continued to have regard to the interests of the Companys stakeholders,including the potential impact of its future activities on the community,the environment and the Companys reputation when making decisions.The Directors
207、also continue to take all necessary measures to ensure the Company is acting in good faith and fairly between members and is promoting the success of the Company for its members in the long term.The table below acts as our Section 172 statement by setting out the key stakeholder groups,their interes
208、ts and how the Company engages with them.Given the importance of stakeholder focus,long-term strategy and reputation to the Company,these themes are also discussed throughout this Annual Report.22 ASIMILAR GROUP PLC CORPORATE GOVERNANCE STATEMENT(Continued)FOR THE YEAR ENDED 30 SEPTEMBER 2020 Stakeh
209、older Why we engage How we engage Our Investors We maintain and value regular dialogue with our financial stakeholders throughout the year and place great importance on our relationship with them.We know that our investors expect a comprehensive insight into the financial performance of the Company,
210、and awareness of our long-term strategy and direction.As such,we aim to provide high levels of transparency and clarity about our results and long-term strategy and to build trust in our future plans.?Investor meetings and briefings?Annual Report?Company website?Shareholder circulars?AGM?RNS announc
211、ements?Press releases Our Employees Effective employee engagement leads to an effective,incentivised,healthier workforce who are invested in the success of the Group and who are all pulling in the same direction.Our engagement seeks to address any employee concerns regarding working conditions,healt
212、h and safety,training and development,as well as workforce diversity.?Competitive rewards packages?Flat structure communication with the Board Our Investee Companies We take active positions within our investee companies so that the Company can partner and support our investee founders and boards pr
213、oactively,in their strategy and business plan execution,thereby seeking to grow and optimise investments for the Companys shareholders.As an investment business,Asimilar is dependent on its investee companies successfully executing their business plans and managing a positive exit for its investment
214、s and investors,which sometimes takes longer than initially envisaged.?Holding board seats on investee companies?Regular dialogue and meetings with investee company management?Regular updates with investee companies and other shareholders The above statement should be read in conjunction with the St
215、rategic Report(on pages 11 to 13 above)and the Companys Corporate Governance Statement.John Taylor Chairman 30 April 2021 24 ASIMILAR GROUP PLC DIRECTORS REMUNERATION REPORT FOR THE YEAR ENDED 30 SEPTEMBER 2020 Introduction On behalf of your board,I am pleased to present our remuneration report for
216、the year ended 30 September 2020.As an AIM-listed company,Asimilar is not obliged to provide a full directors remuneration report meeting the requirements of with the UK Corporate Governance Code.We do,however,apply the standards of the QCA Code.The report provides remuneration details for all direc
217、tors and explains any bonuses paid in the year.It gives a general statement of policy on directors remuneration as it is currently applied.The committee is responsible for reviewing and recommending the framework and policy for remuneration of the executive directors.The committees terms of referenc
218、e are available on the Companys website.The committee recognises the importance of our reward and performance strategy in recruiting and retaining high quality individuals who can lead,develop and sustain business growth over the longer term.Membership and Meetings of the Committee The chairman of t
219、he remuneration committee is currently John Taylor.The other member of the committee is Mark Horrocks.Other directors may attend by invitation of the committee.It is a fundamental principle that no individual should be able to contribute to discussions about their own remuneration.All committee meet
220、ings are minuted and copies of the minutes are provided to the full board.The committee operates within terms of reference set by the board(which may be accessed on the Companys website).The terms of reference were reviewed and approved by the board in November 2019.The committee is responsible for
221、recommending any changes in the structure of remuneration packages for the executive directors.It also plays an important role when an executive director joins and leaves the Company.It recommends to the board the terms of employment for any appointment and any subsequent changes which may be needed
222、 and reviews any payments which might arise on termination of an executive directors contract.The committee held one meeting during the year which was chaired by Donald Stewart,the Senior Independent director at the time.Conclusion The directors remuneration policy and statement of remuneration for
223、2019/20 which follows this annual statement sets out the committees approach to remuneration for the future and provides details of remuneration for the year ended 30 September 2020.This report is intended to provide shareholders with sufficient information to judge the impact of the decisions taken
224、 by the committee,to assess whether remuneration packages for directors are fair in the context of business performance.The committee will continue to be mindful of shareholder views and interests and we believe that our directors remuneration policy continues to be aligned with the achievement of t
225、he Companys business objectives.As always,the annual general meeting provides an opportunity for face to face discussions on important matters for the Company and its shareholders.John Taylor Chairman of the Remuneration Committee Date 30 April 2021 25 ASIMILAR GROUP PLC DIRECTORS REMUNERATION REPOR
226、T(Continued)FOR THE YEAR ENDED 30 SEPTEMBER 2020 Remuneration Policy and Statement of Remuneration for 2019/20 The policy of the committee is to ensure that the executive directors are fairly rewarded for their individual contributions to the Companys overall performance and to provide a competitive
227、 remuneration package to executive directors(including long-term incentives)to attract,retain and motivate individuals of the calibre required to ensure that the Company is managed successfully in the interests of shareholders.In addition,the committees policy is to reward performance in a way which
228、 seeks to align the interests of management with those of shareholders.Future Policy The main elements of the remuneration package of executive directors are set out below.The remuneration packages of executive directors comprise the following elements.Basic Salary and Benefits The executive directo
229、rs basic salaries are reviewed annually having regard to individual performance,market practice and the financial position of the Company.The salaries paid to executive directors are currently considered appropriate for the respective roles performed by them.Executive directors are eligible for pens
230、ion contributions(or payments in lieu of pension contributions)at the rate of 3%of salary.Such payments are not made in respect of any bonuses.Executive directors are also eligible for health insurance for themselves,partners and children.Annual Bonuses The Company pays bonuses reflecting the contri
231、butions made by the executive and non-executive directors and the Companys performance.Share Options and Warrants The Company believes that share ownership by directors and employees strengthens the link between their personal interests and those of the Company and the shareholders.The board believe
232、s it to be an essential part of attracting high calibre individuals to the board of directors,while preserving cash,in the interests of all shareholders,that directors are offered warrants or options in the Company in amounts and at exercise prices that align directors with the interests of the wide
233、r shareholder base.All directors currently hold shares in the Company.Service Contracts The executive director has entered into a comprehensive service contract which is terminable by either party giving 12 months notice.The executive director is subject to pre and post termination restrictive coven
234、ants with the Company including those relating to non-solicitation of customers and staff.No compensation is payable for loss of office and all appointments may be terminated immediately if,among other things,a director is found to be in material breach of the terms of the appointment.The non-execut
235、ive directors have entered into engagement letters which is terminable by either party on 6 months notice.Non-executive directors not eligible for pension arrangements.Additional fees may be paid to non-executive directors in respect of additional services provided to the Company.Copies of directors
236、 service contracts and letters of appointment are available for inspection at the Companys registered office.26 ASIMILAR GROUP PLC DIRECTORS REMUNERATION REPORT(Continued)FOR THE YEAR ENDED 30 SEPTEMBER 2020 Approach to Recruitment Remuneration The committees approach to recruitment remuneration is
237、to offer a market competitive remuneration package sufficient to attract high calibre candidates who are appropriate to the role but without paying any more than is necessary.Any new executive directors regular remuneration package would include the same elements and be in line with the policy state
238、ment set out above.Reasonable relocation and other similar expenses may be paid if appropriate.Directors Insurance and Indemnity Directors and officers liability insurance is provided at the cost of the Company for all directors and officers.The articles of association provide for the Company to ind
239、emnify directors against losses and liabilities properly incurred in the execution of their duties.Audited Information Details of Directors remuneration This report should be read in conjunction with notes 9 and 10 to the financial statements,which also forms part of this report.Directors emoluments
240、 The remuneration of the Directors for the years ended 30 September 2020 and 30 September 2019 is shown below.2019/20 2018/19 Base salary 000 Bonus schemes 000 Warrants 000 Total remuneration 000 Base salary 000 Bonus schemes 000 Benefits in kind 000 Total remuneration 000 John Taylor 30 20 82 132-D
241、onald Stewart 30-82 112-Sohail Bhatti 50 20 41 111 50-5 55 Mark Horrocks-Simon Robinson(resigned 23 December 2019)36-36 35-35 Sean Nicolson(resigned 23 December 2019)28-28 24-24 Total 174 40 205 419 109-5 114 Options and warrants granted to and held by directors who served during the year are summar
242、ised below.Full details of the options and warrants outstanding are set out in note 18 to the accounts.27 ASIMILAR GROUP PLC DIRECTORS REMUNERATION REPORT(Continued)FOR THE YEAR ENDED 30 SEPTEMBER 2020 2019 No.options and warrants held at beginning of the year No.options and warrants granted during
243、the year No.options and warrants exercised during the year No.options and warrants lapsed during the year No.options and warrants Options held at end of the year Simon Robinson 980,000 2,000,000 2,980,000 Sohail Bhatti 2,000,000 2,000,000 Sean Nicolson 1,000,000 1,000,000 980,000 5,000,000 5,980,000
244、 2020 No.options and warrants held at beginning of the year No.options and warrants granted during the year No.options and warrants exercised during the year No.options and warrants lapsed during the year No.options and warrants Options held at end of the year Simon Robinson 2,980,000 1,000,000 980.
245、000 1,000,000 Sohail Bhatti 2,000,000 1,000,000 3,000,000 Sean Nicolson1,000,000 500,000 500,000 John Taylor 2,000,000 2,000,000 Mark Horrocks 9,000,000 9,000,000 Donald Stewart 2,000,000 2,000,000 5,980,000 14,000,000 1,500,000 980,000 17,500,000 29 ASIMILAR GROUP PLC STATEMENT OF DIRECTORS RESPONS
246、IBILITIES FOR THE YEAR ENDED 30 SEPTEMBER 2020 The directors are responsible for preparing the Directors Report and the financial statements in accordance with applicable law and regulations.Company law requires the directors to prepare financial statements for each financial year.The directors are
247、required by the AIM rules of the London Stock Exchange to prepare group financial statements in accordance with International Financial Reporting Standards(“IFRS”)as adopted by the European Union(“EU”)and to prepare the Company financial statements in accordance with IFRS as adopted by the EU.The fi
248、nancial statements are required by law and IFRS adopted by the EU to present fairly the financial position of the Company.The Companies Act 2006 provides in relation to such financial statements that references in the relevant part of the Act to financial statements giving a true and fair view are r
249、eferences to their achieving a fair presentation.Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss for that period.In preparing the financial stateme
250、nts,the directors are required to:?select suitable accounting policies and then apply them consistently;?make judgements and estimates that are reasonable and prudent;?state whether they have been prepared in accordance with IFRSs adopted by the EU;?prepare the financial statements on the going conc
251、ern basis unless it is inappropriate to presume that the Company will continue in business.The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Companys transactions and disclose with reasonable accuracy at any time the financial position
252、of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006.They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.The directors are re
253、sponsible for the maintenance and integrity of the corporate and financial information included on the Asimilar Group plc website.Legislation in the United Kingdom governing the preparation and dissemination of the financial statements may differ in other jurisdictions.30 INDEPENDENT AUDITORSREPORT
254、TO THE MEMBERS OF ASIMILAR GROUP PLC Opinion We have audited the financial statements of Asimilar Group PLC(the Parent Company)and its subsidiary(the Group)for the year ended 30 September 2020 which comprise the Consolidated Statement of Comprehensive Income,the Consolidated and Parent Company State
255、ments of Financial Position,the Consolidated and Parent Company Statements of Cash Flows,the Consolidated and Parent Company Statements of Changes in Equity and notes to the financial statements,including a summary of significant accounting policies.The financial reporting framework that has been ap
256、plied in their preparation is applicable law and International Financial Reporting Standards(IFRSs)as adopted by the European Union.In our opinion,the financial statements:give a true and fair view of the state of the Groups and of the Parent Companys affairs as at 30 September 2020 and of the Group
257、s profit for the year then ended;have been properly prepared in accordance with IFRSs as adopted by the European Union;and have been prepared in accordance with the requirements of the Companies Act 2006.Basis for opinion We conducted our audit in accordance with International Standards on Auditing(
258、UK)(ISAs(UK)and applicable law.Our responsibilities under those standards are further described in the Auditors responsibilities for the audit of the financial statements section of our report.We are independent of the Group in accordance with the ethical requirements that are relevant to our audit
259、of the financial statements in the UK,including the FRCs 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
260、for our opinion.Conclusions relating to going concern We have nothing to report in respect of the following matters in relation to which the ISAs(UK)require us to report to you where:the directors use of the going concern basis of accounting in the preparation of the financial statements is not appr
261、opriate;or the directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the companys ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial
262、statements are authorised for issue.An overview of the scope of our audit Our audit scope included the Parent Company,which is a registered company in the United Kingdom.We communicated any issues with the Directors in our planning meetings,audit planning letter and final audit findings report.Follo
263、wing the acquisition of Intrinsic Capital(Jersey)Limited in the year,the company has prepared consdolidated financial statements for the first time.Therefore,the scope of our audit was the audit of the Group and Parent Company financial statements.As in prior years,our audit of the Parent Company wa
264、s a full scope statutory audit.Given that the Parent Company holds 10.6m(85%)of the Groups total net assets of 12.5m,it remained the primary focus of our audit.For the purposes of our audit of the Group financial statements we obtained information pertaining to the subsidiary not subject to audit in
265、 Jersey directly from the Directors,and where appropriate the directors of the Jersey subsidiary.We performed a review to group materiality levels on Intrinsic Capital(Jersey)Limited,which is a company registered in Jersey and is not subject to a statutory audit.Key audit matters Key audit matters a
266、re those matters that,in our professional judgment,were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement(whether or not due to fraud)we identified.These matters included those which had the gr
267、eatest 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 op
268、inion on these matters.31 INDEPENDENT AUDITORS REPORT(continued)TO THE MEMBERS OF ASIMILAR GROUP PLC Key Audit Matter Description How the matter was addressed in the audit Valuation of investments Included in the Group Statement of Financial Position are investments,in financial assets held at fair
269、value,totalling 8.79m(2019:2.68m).Of the investments held at 30 September 2020,7.09m are considered to be level 3 investments(2019:2.57m),making up the majority of the investments held by the Group.Due to the nature of these investments,and the valuation techniques required to assess their fair valu
270、e at 30 September 2020,there is a significant risk that the investments are materially overstated and have not been fair valued appropriately.The valuation techniques applied by the directors,or where applicable independent experts are disclosed as a critical accounting estimate and judgement,due to
271、 the level of estimation uncertainty in arriving at a fair value for some of the level 3 investments held at 30 September 2020.Our audit work has considered the various valuation methods employed by the directors in determining the fair value of the level 3 investments held at 30 September 2020.We r
272、eviewed all desktop reviews prepared by the directors for the purposes of valuing non complex equity investments in unlisted securities to ensure that the valuation methodology applied was reasonable and made using information available relating to conditions at the year end.Where more complex level
273、 3 investments were held,the directors engaged third party experts to prepare valuations at the balance sheet and acquisition dates to ensure both the year end valuation was appropriately and any fair value movements from the date of acquisition were considered.We have reviewed the valuation reports
274、 prepared by managements experts and considered the methods employed to arrive at the relevant investments fair value to ensure that the inputs and estimates,as well as valuation techniques are reasonable.Valuation of subsidiary consideration During the year,the Company purchased 100%of the share ca
275、pital of Intrinsic Capital(Jersey)Limited(“ICJL”)for a consideration of shares and warrants.Due to complexity of the warrants issued to the former 100%shareholder of ICJL,there is a risk that the consideration was incorrectly valued,and therefore the acquisition accounting in relation to the acquisi
276、tion of the subsidiary is materially misstated.The consideration for 100%of the share capital was broken down by 1m shares in Asimilar Group PLC,with a further 9m warrants issued whose vesting criteria was based on the share price of a listed entity which does not form part of the group.These warran
277、ts have been valued using a Monte Carlo simulation by the third party experts engaged by the directors,to ascertain the fair value of the consideration.Our audit work considered,but was not restricted to,the following:A recalculation of the value of Asimilar Group Plc shares granted at the date of a
278、cquisition in conjunction with the market price of shares as at that date.A review of the independent experts valuation report concerning the 9m warrants issued to the previous shareholder of ICJL.An assessment of the observable inputs in the Monte Carlo simulation,as well as an assessment of the un
279、observable inputs to ensure the assumptions the calculation has been based on is appropriate.A review of the acquisition accounting for ICJL.32 INDEPENDENT AUDITORS REPORT(continued)TO THE MEMBERS OF ASIMILAR GROUP PLC Our application of materiality We apply the concept of materiality both in planni
280、ng and performing our audit,in evaluating the effect of misstatements and in forming an option.For the purpose of determining whether the financial statements are free from material misstatement,we define materiality as the magnitude of a misstatement or an omission from the financial statements,or
281、related disclosures,that would make it probable that the judgement of a reasonable person,relying on the information would have been changed or influenced by the misstatement or omission.We also determine a level of performance materiality,which we used to determine the extent of testing need,to red
282、uce to an appropriately low level the risk that the aggregate of uncorrected and undetected misstatement exceeds materiality for the financial statements as a whole.The materiality for the Group financial statements as a whole was set at 250,000.This was determined with reference to 2%of gross asset
283、s,being one of the Groups main KPIs and an appropriate measure of materiality for an investment company.On the basis of our risk assessment and review of the Groups control environment,performance materiality was set at 75%of materiality,being 187,500.The reporting threshold to the Audit and Risk Co
284、mmittee was set as 5%of materiality,being 12,500.If in our opinion differences below this level warranted reporting on qualitative grounds,these would also be reported.The materiality for the Parent Company financial statements was set at 247,000.This was determined with reference to 2%of gross asse
285、ts,based on the Parent Company being an investment entity with minimal trading activity.On the basis of our risk assessment and review of the Parent Companys control environment,performance materiality was set at 75%of materiality,being 185,250.The reporting threshold to the Audit and Risk Committee
286、 was set as 5%of materiality,being 12,350.If in our opinion in differences below this level warranted reporting on qualitative grounds,these would also be reported.Other information The directors are responsible for the other information.The other information comprises the information included in th
287、e annual report,other than the financial statements and our auditors 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
288、 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
289、 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
290、 misstatement of this other information,we are required to report that fact.We have nothing to report in this regard.Opinions on other matters prescribed by the Companies Act 2006 In our opinion,based on the work undertaken in the course of the audit:the information given in the strategic report and
291、 the directors report for the financial year for which the financial statements are prepared is consistent with the financial statements;and the strategic report and the directors report have been prepared in accordance with applicable legal requirements.Matters on which we are required to report by
292、 exception In the light of the knowledge and understanding of the Group and the Parent Company and its environment obtained in the course of the audit,we have not identified material misstatements in the strategic report or the directors report.We have nothing to report in respect of the following m
293、atters in relation to which the Companies Act 2006 requires us to report to you if,in our opinion:adequate accounting records have not been kept by the Parent Company,or returns adequate for our audit have not been received from branches not visited by us;or the Parent Company financial statements a
294、re 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.33 INDEPENDENT AUDITORS REPORT(continued)TO THE MEMBERS OF ASIMILAR GROUP P
295、LC Responsibilities of directors As explained more fully in the directors responsibilities statement set out on page 29,the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view,and for such internal control as the direc
296、tors 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 Groups and the Parent Companys ability to continue as a going con
297、cern,disclosing,as applicable,matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the Parent Company or to cease operations,or have no realistic alternative but to do so.Auditors responsibilities for the audit
298、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 auditors report that includes our opinion.Reasonable assurance is a high level of assuranc
299、e,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 economi
300、c decisions of users taken on the basis of these financial statements.A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Councils website at:www.frc.org.uk/auditorsresponsibilities.This description forms part of our auditors
301、report.Use of our report This report is made solely to the companys members,as a body,in accordance with Chapter 3 of Part 16 of the Companies Act 2006.Our audit work has been undertaken so that we might state to the companys members those matters we are required to state to them in an Auditors repo
302、rt 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 companys members as a body,for our audit work,for this report,or for the opinions we have formed.Christopher Cork (Senior Statutory Auditor)10 Queen S
303、treet Place For and on behalf of Haysmacintyre LLP London Statutory Auditors EC4R 1AG 30 April 2021 34 ASIMILAR GROUP PLC CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 SEPTEMBER 2020 2020 2019 Notes Revenue 6 14,000 14,000 Other income 6 1,140,000-Administrative expenses(1,043
304、,099)(246,306)Fair value gain on asset acquisition 5 1,694,436-Gains from remeasurement of derivative financial liabilities 17 436,500-Realised gains/(losses)on investment disposals 5,728(446,974)Remeasurement to fair value of investments in financial assets 13,14(1,778,363)(52,930)-OPERATING PROFIT
305、/(LOSS)BEFORE FINANCING ACTIVITIES 469,202(732,210)Finance income 7 49,945 426 Finance cost 7(126,818)-PROFIT/(LOSS)BEFORE TAX 8 392,329(731,784)Tax charge 11-PROFIT/(LOSS)AFTER TAX 392,329(731,784)-Earnings/Loss per share(pence per share)Basic earnings/(loss)12 0.41p(1.40)p=Diluted earnings/(loss)1
306、2 0.28p(1.40)p=35 ASIMILAR GROUP PLC Company Registration Number:04488281 CONSOLIDATED STATEMENT OF FINANCIAL POSITION FOR THE YEAR ENDED 30 SEPTEMBER 2020 2020 2019 Notes ASSETS Non-current assets Investments in financial assets held at fair value 13 5,771,908 2,684,091-5,771,908 2,684,091-Current
307、assets Investments in financial assets held at fair value 13 3,022,495-Financial assets held at amortised cost 13 2,771,426-Trade and other receivables 15 182,242 69,466 Cash and cash equivalents 709,819 242,415-6,685,982 311,881-TOTAL ASSETS 12,457,890 2,995,972=EQUITY AND LIABILITIES Current liabi
308、lities Trade and other payables 16 197,135 27,445 Derivative financial liabilities held at fair value 17 1,669,500-Total liabilities 1,866,635 27,445-Equity Share capital 18 5,213,277 5,207,754 Share premium account 18 14,327,636 7,864,973 Merger relief reserve 18 279,900-Warrant reserve 18 157,813-
309、Retained earnings 18(9,387,371)(10,104,200)-Total equity 10,591,255 2,968,527-TOTAL EQUITY AND LIABILITIES 12,457,890 2,995,972=The financial statements were approved and authorised for issue by the board of directors on 30 April 2021 and were signed below on its behalf by John Taylor Chairman 36 AS
310、IMILAR GROUP PLC CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 SEPTEMBER 2020 Share Merger Share Premium Relief Retained Warrant Capital Account Reserve Earnings Reserve Total At 1 October 2018 5,206,954 7,574,273-(9,372,416)-3,408,811Total comprehensive expenses for the year-(73
311、1,784)-(731,784)Transactions with owners Shares issued 800 299,200-300,000 Cost of new issue-(8,500)-(8,500)-At 1 October 2019 5,207,754 7,864,973-(10,104,200)-2,968,527Total comprehensive expense for the year-392,329-392,329Share based payments-324,500-324,500Issue of warrants-157,813 157,813Transa
312、ctions with owners Shares issued 5,523 6,580,097 279,900-6,865,520 Cost of new issue-(117,434)-(117,434)-At 30 September 2020 5,213,277 14,327,636 279,900(9,387,371)157,813 10,591,255=Share capital Represents the par value of shares in issue.Share premium Represents amounts subscribed for share capi
313、tal in excess of its nominal value,net of directly attributable issue costs.Merger relief reserve Represents premium on shares issued in connection with the acquisition of Intrinsic Capital Jersey Limited,recognised in accordance with S162 of the Companies Act 2006.Retained earnings Represents accum
314、ulated losses to date.Warrant reserve Represents the fair value of placing warrants issued.37 ASIMILAR GROUP PLC CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 SEPTEMBER 2020 2020 2019 Operating activities Profit/(Loss)for the year 392,329(731,784)Adjustments for:(Increase)/decrease in t
315、rade and other receivables(112,776)17,520 Decrease in trade and other payables(80,310)(5,249)Net finance(cost)/income (42,655)426 Unrealised losses on remeasurement to fair value 1,364,364 52,930 Impairment of investments-446,974Fair value gain on asset acquisition(1,694,436)-Share based payments 32
316、4,500-Other income(non-cash transaction)(1,140,000)-Net cash generated/(used)in activities(988,984)(219,183)-Investing activities Payments to acquire investments(2,453,901)(100,000)Loans advanced(2,722,422)-Finance income received 941(426)-Net cash used in investing activities(5,175,382)(100,426)-Fi
317、nancing activities Net proceeds from issue of shares 6,625,899 291,500 Cash arising on acquisition of ICJL 5,871-Net cash generated from financing activities 6,631,770 291,500-Net increase/(decrease)in cash and cash equivalents 467,404(28,109)Cash and cash equivalents at the start of the year 242,41
318、5 270,524-Cash and cash equivalents at the end of the year 709,819 242,415-Cash and cash equivalents consist of:Cash and cash equivalents 709,819 242,415=The Group had no debt in either period,therefore no net debt reconciliation has been presented.38 ASIMILAR GROUP PLC NOTES TO THECONSOLIDATED FINA
319、NCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2020 1.GENERAL INFORMATION Asimilar Group Plc is a public limited company which is listed on the Alternative Investment Market(AIM)and incorporated and domiciled in the UK.The address of its registered office is 4 More London Riverside,London,SE1 2AU.
320、2.ACCOUNTING POLICIES 2.1 Basis of preparation The consolidated financial statements have been prepared in accordance with EU endorsed International Accounting Standards and International Financial Reporting Standards(collectively“IFRS”)and the requirements of the Companies Act 2006 applicable to co
321、mpanies reporting under IFRS.The consolidated financial statements have been prepared under the historical cost convention,as modified by the revaluation of financial assets and financial liabilities(including derivative instruments)at fair value through profit or loss.The preparation of financial s
322、tatements requires the use of certain critical accounting estimates.It also requires management to exercise its judgement in the process of applying the groups accounting policies.The areas involving a higher degree of judgement or complexity,or areas where assumptions and estimates are significant
323、to the consolidated financial statements,are disclosed in Note 3.2.2 Changes in accounting policies and disclosures (a)New standards,amendments and interpretations adopted by the Group The group has applied the following standards and amendments for the first time for its annual reporting period com
324、mencing 1 October 2019:?Prepayment Features with Negative Compensation Amendments to IFRS 9;?Long-term Interests in Associates and Joint Ventures Amendments to IAS 28;?Plan Amendments,Curtailment or Settlement Amendments to IAS 19;?Annual improvements to IFRS Standards 2018-2020 Cycle;?Interpretatio
325、n 23 Uncertainty over Income Tax Treatments;and (b)New standards,amendments and interpretations not yet adopted A number of new standards and amendments to standards and interpretations are effective for annual periods beginning after 1 January 2020 and have not been applied in preparing these conso
326、lidated financial statements.None of these is expected to have a significant effect on the consolidated financial statements of the Group.There are no other IFRSs or IFRIC interpretations that are not yet effective that would be expected to have a material impact on the Company.2.3 Going Concern The
327、 Group had net assets of 10,591,255 as at 30 September 2020(2019:net assets 2,968,527)and generated income after tax of 392,329(2019 loss after tax:731,784)in the reporting period.After taking into account anticipated operational costs,expected cash outflows and funds arising from the exercise of wa
328、rrants as part of a cash flow forecast prepared to June 2022,the directors are confident that the Group will remain in operational existence for the foreseeable future and that the going concern basis of preparation is appropriate to the Groups financial statements.39 ASIMILAR GROUP PLC NOTES TO THE
329、 CONSOLIDATED FINANCIAL STATEMENTS(continued)FOR THE YEAR ENDED 30 SEPTEMBER 2020 2.4 Consolidation (a)Subsidiaries Subsidiaries are all entities(including structured entities)over which the group has control.The group controls an entity when it is exposed to,or has rights to,variable returns from i
330、ts involvement with the entity and has the ability to affect those returns through its power over the entity.Subsidiaries are fully consolidated from the date on which control is transferred to the Group.They are deconsolidated from the date that control ceases.The Group considers whether acquisitio
331、ns meet the criteria of a business combination in determining whether to apply the criteria of IFRS 3:Business Combinations.Where such criteria are not met(as in the case of the acquisition of Intrinsic Capital(Jersey)Limited during the year),the consideration payable and assets and liabilities are
332、ascribed a fair value in accordance with IFRS 9:Financial Instruments and IFRS 13:Fair Value Measurement.The reasons difference arising on such a transaction are considered and recognised in accordance with the relevant standard.Differences in fair value arising from an exchange of financial instrum
333、ents conducted on an arms length basis are recognised as Day One gains or losses in the income statement.Acquisition-related costs are recognised as part of the carrying value of the relevant assets initially recognised cost.Contingent consideration is classified either as equity or as a financial liability.Amounts classified as a financial liability are subsequently remeasured to fair value,with
0731-84720580
sgpjbg002
工作日 9:30 - 18:00
研報
新質生產力
DeepSeek?
低空經濟
大模型
AI Agent
AI Infra
具身智能
自動駕駛
寵物
銀發經濟
人形機器人
企業出海
算力
微短劇
薪酬
白皮書
創新藥
人工智能
AI產業
信息科技
互聯網
消費經濟
汽車交通
電商零售
傳媒娛樂
醫藥健康
投資金融
能源環境
地產建筑
傳統產業
英文報告
其它
最新報告
中英對照
全文搜索
報告精選
PDF上傳翻譯
多格式文檔互轉
入駐&報告售賣
會員權益
機構報告
券商研報
財報庫
專題合集
英文報告
數據圖表
會議報告
其他資源
行業聚焦
芯片產業
熱點概念
全球咨詢智庫
人工智能
500強
新質生產力
會議峰會
新能源汽車
企業年報
互聯網
公司研究
行業綜觀
消費教育
科技通信
醫藥健康
人力資源
投資金融
汽車產業
物流地產
電子商務
傳統產業
傳媒營銷
其它
2025低空經濟/低空產業報告合集（共49套打包）
2025年智算中心/AIDC/AI數據中心研究報告合集（共37套打包）
AI、科技與通信
廣告、傳媒與營銷
消費、零售與支付
HR、文化與旅游
金融、保險與投資
能源、環境與工業
醫療制藥與大健康
物流、地產與建筑
其他行業
AI ? 科技 ? 通信
數字化
金融財經
智能制造
電商傳媒
地產建筑
醫療醫學
能源化工
其他行業
收藏
下載
2025-05-20
AI查數
行業數據
政策法規
商業模式
產業鏈
競爭格局
市場規模
產業概述
其它
2025年
AI讀財報
年報
一季報
半年報
三季報
IPO招股書
社會責任報告
A股
IPO申報
港股
美股&全球
新三板
掃碼登錄
手機快捷登錄
賬號登錄
